Meeting Notice

MEETING NOTICE

COMBINED GENERAL MEETING ON 16 MAY 2017 AT 9:30 AM CENTRE ÉTOILE SAINT HONORÉ 21-25, RUE DE BALZAC - 75008 PARIS NOTICE OF THE COMBINED GENERAL MEETING

To the Shareholders, you are hereby informed that you are invited to the Combined General Meeting

ON TUESDAY 16 MAY 2017 AT 9:30 AM CENTRE ÉTOILE SAINT HONORÉ 21-25, RUE DE BALZAC 75008 PARIS

CONTENTS

MESSAGE FROM THE CHAIRMAN AND CEO 3

2016 KEY FIGURES 4

PROFILE 6

GOVERNANCE 10

BUSINESS OVERVIEW 18

AGENDA 24

PURPOSES AND TEXT OF THE RESOLUTIONS 26

HOW CAN I TAKE PART IN THE GENERAL MEETING? 54

HOW DO I GET TO THE GENERAL MEETING? 58

REQUEST FOR SENDING OF DOCUMENTS 59

The English-language version of this document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein, the original language version of the document in French takes precedence over this translation. MESSAGE FROM THE CHAIRMAN AND CEO

Dear Sir, Madam, Outsourced R&D is growing at a robust pace and market Dear Shareholder, consolidation is accelerating, as illustrated by Randstad’s acquisition of Ausy in 2016. As part of their lean procurement policies, a We began 2017 with the excellent news that Assystem’s number of manufacturers are seeking to reduce the number of their performance in 2016 was the best it has delivered in the last suppliers and work with larger, global providers – a trend that is four years. likely to intensify in the coming years. Business volumes and margins were robust in each of our three main The strategic challenge currently facing the outsourced R&D business strategic operating sectors – nuclear, automotive and aerospace is therefore to be able to put in place a standardised external growth – and 2017 looks set to be another very good year, with strong process, as the race to achieve critical mass has well and truly momentum for growth and profi tability. begun. GPS will need to rise to this challenge if it wants to remain 2016 was the Group’s fiftieth year of providing specialist at the top of its clients’ approved supplier lists. While its skills and engineering services for the nuclear sector and we were able expertise have enabled it to achieve best-in- to create new impetus in this business despite the difficulties class organic growth, it now needs to step experienced by the French nuclear industry, which is our main up the pace of its external expansion. client. During the year, our Energy & Infrastructure division extended Going forward, Assystem will be its nuclear-sector services offering in the international market thanks fi ghting two battles in two different to the promising beginnings of its partnership with the market leader, markets. On the one hand it will seek Rosatom (the Russian State Atomic Energy Corporation), as well to continue to leverage the strong as its acquisition of a controlling interest in Envy, which has given operating context in the nuclear the Group an operating presence in Turkey where two nuclear market, led by the transition to low- power plants are currently under construction. Alongside renewable carbon energy – an area in which energy, nuclear power is an essential component of the transition the Group is already perceived as to low-carbon electricity production and is therefore a sustainable one of the leading independent growth driver for Assystem. players. And on the other hand, 2016 saw a continuation of the automotive industry’s remarkable it intends to meet the challenge of growth trajectory. Our Global Product Solutions (GPS) division was remaining one of the race leaders able to reap the benefi ts of this, recording over 20% organic growth in outsourced R&D. for the second year in a row. This performance was achieved thanks to the combination of GPS’s technical expertise and the cost effi ciency of its engineering centre in Romania, which now employs Dominique Louis more than 1,000 people. Chairman and CEO In the aerospace sector, following a fruitful period of over a decade for designing aircraft bodies and engines, GPS continued down the growth path in 2016 by helping its major clients optimise their supply chains and manufacturing processes. This optimisation has become a critical issue for all aircraft manufacturers as they aim to step up the pace of production of the planes already in their order books. At the same time, we are paying close attention to how we can capitalise on the strong development of the In-Service market, which is being driven by the rapid increase in the overall number of aircraft in service. To this end, during the year the Group acquired Aerotec Concept, a company based in Toulouse, France, which specialises in bespoke cabin fi ttings and avionics modifi cations.

ASSYSTEM NOTICE OF MEETING - COMBINED GENERAL MEETING ON 16 MAY 2017 3 2016 KEY FIGURES

2016 KEY FIGURES

AVERAGE PRICE AND MONTHLY TRADING VOLUMES OF THE ASSYSTEM SHARE IN 2016

Euros 30

Number of shares 22 400,000

18 300,000

200,000 14 100,000

10 0 J16 F16 M16 A16 M16 J16 J16 A16 S16 O16 N16 D16

TRADING VOLUME (IN NO. OF SHARES) AVERAGE SHARE PRICE

NYSE Euronext Compartiment B Code ISIN : FR0000074148. Valeur de l’indice CAC All Tradable.

OWNERSHIP STRUCTURE AT 31 DECEMBER 2016

4.81%

34.53% 60.66%

HDL DEVELOPMENT (1) FREE FLOAT (2) TREASURY SHARES

(1) HDL Development is a holding company controlled by Dominique Louis (Assystem’s Chairman and Chief Executive Ofﬁ cer), notably through HDL, which itself holds 0.23% of Assystem’s capital. (2) Including 0.23% held by HDL.

4 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 2016 KEY FIGURES

BREAKDOWN BREAKDOWN OF REVENUE OF REVENUE BY BUSINESS SECTOR BY DIVISION (IN MILLIONS OF EUROS)

9% 53.2 9.2 3%

29% 35% 315.7 577.5

24%

AEROSPACE GLOBAL PRODUCT SOLUTIONS TRANSPORT (INCLUDING AUTOMOTIVE: 20%) ENERGY & INFRASTRUCTURE ENERGY (INCLUDING NUCLEAR: 19%) STAFFING LIFE SCIENCES OTHER OTHER (INCLUDING BUILDING: 3%)

EBITA* PROFIT FOR THE PERIOD FREE CASH FLOW* (IN MILLIONS OF EUROS) (IN MILLIONS OF EUROS) (IN MILLIONS OF EUROS)

32.1 44.8 45.3

66.9 27.9 57.8

2015 2016 2015 2016 2015 2016 * Résultat opérationnel d’activité incluant la * Free cash ﬂ ow = Flux de trésorerie quote-part de résultat des entreprises associées. généré par l’activité, diminué des investissements nets d’exploitation.

EMPLOYEE NUMBERS EMPLOYEE NUMBERS EMPLOYEE NUMBERS BY GEOGRAPHIC REGION BY DIVISION BY COUNTRY

549 48 1,327 12,422 11, 553 1,125

4,098 1,296 7, 2 2 4 7, 8 4 9 7, 727 7, 8 4 9 825

4,329 4,573

GLOBAL PRODUCT SOLUTIONS FRANCE ENERGY & INFRASTRUCTURE CANADA/UNITED STATES/UNITED KINGDOM 2015 2016 STAFFING ROMANIA/SPAIN/PORTUGAL GERMANY/BELGIUM/SWITZERLAND FRANCE AUTRES AFRICA/MIDDLE EAST/ASIA OUTSIDE FRANCE

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 5 PROFILE

ASSYSTEM TODAY: 50 YEARS OF BUSINESS OVERVIEW SERVING INNOVATION AND GROUP STRATEGY Assystem operates in the engineering market through three divisions:

● Global Product Solutions (60% of the Group’s revenue in 50 YEARS OF EXPERTISE 2016);

● Energy & Infrastructure (33% of revenue); CIRCA 12,500 EMPLOYEES ● Stafﬁ ng (6% of revenue). A GLOBAL PRESENCE WITH SUBSIDARIES IN 20 COUNTRIES 1.1 GLOBAL PRODUCT SOLUTIONS (Belgium, Canada, France and French overseas territories, Germany, India, Malaysia, Morocco, The Global Product Solutions (GPS) division specialises in Nigeria, Portugal, Qatar, Romania, Russia, Saudi outsourced research and development for industrial clients operating Arabia, Singapore, Spain, Switzerland, Turkey, United in the Aerospace, Automotive, Transport (rail) and Industry sectors. It has strong technical capabilities and proven expertise in complex Arab Emirates, United Kingdom, USA) and critical systems. €956 MILLION IN REVENUE GPS works alongside its clients throughout the product life cycle in each of its four business sectors: REGISTERED OFFICE: PARIS (FRANCE) In Aerospace, by contributing to:

LISTED ON EURONEXT PARIS ● the development and customisation of systems, aerostructures, spacecraft and engines thanks to its high-level skills in design, stress analysis and electronic systems;

OUR BUSINESS: INDUSTRIAL ENGINEERING ● the optimisation of manufacturing processes by designing tools and machines, creating production ranges, monitoring and Assystem is the engineering partner of choice for leading global certifying suppliers, and carrying out tests and quality audits; industrial groups. Having worked at the core of the industry for the past ● ﬁ fty years, our teams of engineers design and develop the products and operational support by designing solutions aimed at reducing services of the future, build and ensure the optimal use of our clients’ the total cost of ownership of aircraft and their equipment and equipment and facilities throughout their life cycle, and coordinate and by drawing on its retroﬁ t skills. see through the completion of their projects and infrastructure. In Automotive, by supplying:

Our 12,500 highly-committed employees contribute their speciﬁ c ● during the development phase, services ranging from the design talents, know-how and values to help our clients meet the range of of sub-systems to the global design of derivative versions (for challenges they face on a daily basis, such as producing cleaner example the estate model) as well as creating prototypes of energy, designing lighter aircraft and making electric transport electronic components, with a strong positioning in highly strategic widely available. areas (such as self-driving and fully-connected cars). In addition, the division has developed a test offering that covers the full Our teams are trained to master and build skills whilst being able range of test solutions from creating testbeds to taking complete to adapt to the challenges inherent in innovation, risk management responsibility for performing all of the tests for a particular vehicle; and complex projects. With subsidiaries in 20 countries, they work hard every day across the globe to share their expertise, optimise ● during the production phase, services related to developing know-how and bring our clients’ and partners’ projects to fruition. production ranges and monitoring suppliers; ● during the support phase, research related to in-service incident analyses and on-road validation of system speciﬁ cations.

6 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PROFILE

In Transportation, by contributing: Its engineering operations are structured around technical and project departments and its business areas include project ● during the development phase, to research on navigation and management consultancy, engineering procurement and construction signalling systems, security and safety analyses, and assistance management, design engineering, and systems integration. with the certiﬁ cation process for new components;

● during the production phase, to processes for monitoring suppliers; Project Management Consultancy (PMC) ● during the support phase, to analyses aimed at reducing maintenance costs and to revamping rail equipment and platforms. E&I’s PMC teams use project management methods put in place by Assystem based on an international PMC model that is suitable for In Industry, by supplying: complex installations. PMC services generally include assistance with ● during the development phase, product design services, man- the construction and start-up phases as well as with commissioning machine interface solutions (e.g. visualisation systems) and tests, with the design and performance of safety tests a particularly connectivity expertise; important aspect. ● during the production phase, services for automating processes Assystem’s main PMC projects are currently being carried out and monitoring suppliers; for (i) EDF (assistance for power plant activities such as on-line ● during the support phase, cybersecurity solutions. maintenance and outages, as well as for the construction of the In order to more effectively serve its clients and develop new European Pressurised Reactor (EPR) at Flamanville, France), (ii) markets, GPS has a matrix organisational structure, with: Société du Grand Paris (concerning the creation of the new Grand Paris Express transport network), (iii) CEA (in the areas of defence, ● business units responsible for developing a portfolio of strategic decommissioning and waste processing), and (iv) the ITER project clients (generally, multinational) and for determining strategy; and based in Cadarache, France. ● regions responsible for implementing the strategy put in place by the business units and for developing business with local clients. Engineering Procurement and Construction The business units and regions closely coordinate with one another, management (EPCm) with a view to optimising costs, ensuring the quality of deliverables, guaranteeing consistency and ﬂ uidity of internal processes, and Assystem provides EPCm services across all project phases, from effectively tracking project risks. Thanks to this approach, GPS has design through to decommissioning. Assystem’s expertise in this been awarded EN 9001 certiﬁ cation. area covers new projects as well as decommissioning and waste recovery and processing programmes. Additionally, GPS draws on its innovation capacity, which is backed by investments in: The main EPCm projects it is currently working on concern (i) buildings and electrical easements for ITER, (ii) the automation of ● skills related to data science and the digitisation of industrial lines and the renewal of trains for the underground rail network in equipment; Marseille, (iii) ancillary buildings for EPRs in the UK, and (iv) the ● targeted projects such as MiTu – a technology demonstrator for nuclear portion of the CIGEO radioactive waste storage project. individual vehicles;

● in-house developments (e.g. a proprietary software for automating Design engineering tests), which can be shared through intellectual property This business area covers design, assistance with confi guration partnerships. management, logistical support, customisation and research into the related risks. In the nuclear sector, the focus of our design 1.2 ENERGY & INFRASTRUCTURE engineering work is on demonstrating how operators can meet their safety objectives, which we do by analysing risks and verifying the The Energy & Infrastructure (E&I) division works with nuclear resistance of systems based on scenarios of attacks and internal utilities companies and contractors, players in the conventional and failures. renewable energy sectors, designers and operators of transport infrastructure and other complex infrastructure, and life sciences For its operations and design support services, Assystem has in- companies, providing them with the expertise it has built up depth multi-sector expertise and its wealth of experience includes through its long experience in the nuclear industry and infrastructure signalling designs for SNCF Réseau, mechanical and fl uids systems engineering in environments with complex operating conditions designs, Balance of Plant analyses for the energy sector, detailed and/or stringent safety requirements. designs for the conventional turbine islands of EDF s nuclear power plants, designs of elementary and command/control systems, and E&I operates in France and internationally in the Nuclear, Energy, materials classifi cation analyses. and Infrastructure (collective and industrial) markets and its clients are generally large prime contractors. It specialises in research instruments, electricity production plants and the fuel cycle, urban and regional transport systems, site decommissioning and waste processing. E&I is a well-established player in both infrastructure transformation (new methods of producing and storing electrical energy) and digital transformation (project development and providing secure solutions for users).

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 7 PROFILE

Systems I ntegration 1.4 THE GROUP’S STRATEGY

Systems integration services are used for complex projects, for which The Group expansion drive is focused on the GPS and E&I divisions, Assystem draws on its expertise in automation and the construction for which the strategy is to: of buildings intended for complex processes. These services not ● only cover the installation phase but continue right through to combine organic and external growth in a balanced way; the commissioning tests for the processes themselves. They are ● consolidate the globalisation of their activities; provided in a wide range of ﬁ elds and Assystem’s experience in ● develop new services for existing clients and enlarge the client this area includes projects related to the cybersecurity of an energy portfolio, in particular by gaining additional skills through hiring transmission network, the energy efﬁ ciency of the Paris High Court employees and/or acquiring companies that possess those skills; and the command and control systems for nuclear power plants. ● ensure that client offerings remain competitive by using an appropriate mix of resources based in Western Europe and 1.3 STAFFING elsewhere in the world.

The Stafﬁ ng division – which operates through the MPH Group – provides specialist consultants to companies in the Oil & Gas and other industrial sectors, primarily in the Middle East, Africa and Asia. MPH is a well-established player in the ﬁ eld of technical and engineering recruitment services for the Oil & Gas, energy, aerospace, defence, telecommunications, railway, mining, metallurgy, environmental and nuclear industries.

8 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PROFILE

SIMPLIFIED ORGANISATION CHART OF THE ASSYSTEM GROUP AT 31 DECEMBER 2016

73.01% 26.99% Dominique Louis HDL SALVEPAR France 0.23%

67.94%

Holding 0.39% HDL 31.68% companies DEVELOPMENT controlled by France Dominique Louis and managers

60.66%

ASSYSTEM France

100% 100% 100% 100% 100% 100%

ASSYSTEM ASSYSTEM ASSYSTEM 100% ASSYSTEM 100% DEUTSCHLAND ENGINEERING ASSYSTEM ASSYSTEM GROUP UK Ltd. IBERIA HOLDING & OPERATION FRANCE INTERNATIONAL United Kingdom Spain GmbH SERVICES France France Germany France 100%

BERNER 100% ASSYSTEM 100% 100% INSIEMA ATHOS 100% 99.97% ASSYSTEM 0.03% AUDIFILM ABI & MATTNER UK Ltd. SYSTEMTECHNIK France AÉRONAUTIQUE MAROC SAS United Kingdom Spain GmbH France Morocco Germany

49.96% ALPHATEST ASSYSTEM 100% 100% 100% SILVER France SUD AVIATION 100% 0.01% ASSYSTEM 99.99% (ISLE OF MAN) ASSYSTEM SERVICES TECHNOLOGIES Ltd. PORTUGAL ATENA Ltd. France Morocco Isle of Man Portugal United Kingdom

25% ASSYSTEM AND ENGAGE SNC AL HARBI FOR France 75% 100% ASSYSTEM ASSYSTEM ASSYSTEM 100% EUROSYN 62.08% ENGINEERING TECHNOLOGIES 100% RÉGIONS DEVELOPPEMENT CONSULTANCY BELGIUM Belgium INDIA France France (RADICON) India Saudi Arabia N.TRIPLE.A 50% SNC EDISON France 100% TECHNICAL 100% ASSYSTEM 100% ASSYSTEM 40% PLAST SCI DU 100% RECRUITMENT CANADA US Inc. CONCEPT POINT NOIR Ltd. Canada United States France France United Kingdom MOMENTUM 33.33 % SNC France

100% ASSYSTEM 100% ASSYSTEM AEROTEC 79% ROMANIA SOLUTIONS DMCC CONCEPT Romania United Arab Emirates France ASSYSTEM 100% POLYNÉSIE France 100%

100% ASSYSTEM SWITZERLAND AEROTEC Switzerland ASSYSTEM 100% NOUVELLE- France CALÉDONIE France ASSYSTEM 100% TALENT INTERNATIONAL MANAGEMENT ONYX 100% (ATIM) PROMAVI Switzerland France

ASSYSTEM 100% ENGINEERING CONSULTING 100% CO Ltd. PROMAFRI China Morocco

51% ENVY ENERJI VE CEVRE 100% YATIRMIARI BATIR LF AND Turkey SUBSIDIARIES GLOBAL PRODUCTS SOLUTIONS France ENERGY & INFRASTRUCTURE

15.14% HOLDING & DIVERS MPH GLOBAL STAFFING SERVICES AND SUBSIDIARIES 84.86%

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 9 GOVERNANCE

Since 22 May 2014 Assystem has been a public limited liability ● Miriam Maes, independent director, member of the Audit company (société anonyme) with a Board of Directors. This method Committee and Chair of the Nominations and Remunerations of administration provides a form of governance that is more closely Committee;

aligned with management, while ensuring adequate oversight by ● Salvepar, a company whose permanent representative is Vincent independent directors. Favier, a director of Assystem and member of the Audit Committee At 31 December 2016, the Board comprised ﬁ ve members: and the Nominations and Remuneration Committee; ● ● Dominique Louis, Chairman & CEO; Virginie Calmels, independent director.

● Gilbert Lehmann, independent director, Chairman of the Audit On 5 June 2015, the Board of Directors appointed Mr. Philippe Committee and member of the Nominations and Remuneration Chevallier as Deputy CEO & Chief Financial Ofﬁ cer of Assystem. Committee;

DOMINIQUE LOUIS Chairman & CEO, Chairman of the Board of Directors and a director of Assystem

Born in 1951 A French national Business address: Assystem SA – 70, boulevard de Courcelles – 75017 Paris, France Date appointed as Chairman & CEO and elected a director: 22 May 2014 End of current term of ofﬁ ce: Annual General Meeting to be held in 2017 to approve the 2016 ﬁ nancial statements. At the 16 May 2017 Annual General Meeting shareholders will be asked to re-elect Mr. Louis as a director for a further three-year term. At 31 December 2016, Dominique Louis held an indirect interest in the Company’s share capital as described in page 9 of this document . M. Dominique Louis is Chairman and CEO of Assystem.

Biography • The contraction in the nuclear sector in the late 1990s was a prelude to a transformation of Assystem’s business as it • A qualifi ed engineer (ENSEM), Dominique Louis diversifi ed into the aeronautics and automotive industries began his career as a test engineer with Atem, and expanded internationally. Since then, Dominique Louis a company specialised in industrial and nuclear has sought to grow Assystem into a European engineering engineering. Several years later he created the fi rm operating on a global scale in the infrastructure and company R’Data and subsequently, Alphatem, a outsourced R&D industries. subsidiary formed jointly with Cogema. Assystem came into being following the amalgamation of • Dominique Louis is also Vice-President of the think tank Atem, R’Data and Alphatem. Entreprise et Progrès and is a Knight of the French Legion of Honour. • In 1995, Dominique Louis oversaw the IPO of Assystem which at that time had 3,000 engineers and technicians and generated revenue of €250 million.

LIST OF OFFICES AND POSTS HELD BY DOMINIQUE LOUIS LIST OF OFFICES AND POSTS HELD BY DOMINIQUE LOUIS AT 31 DECEMBER 2016 IN THE PAST FIVE YEARS WHICH HAVE EXPIRED

Offi ces and posts Group companies Offi ces and posts Group company Offi ces and posts held in France Offi ces and posts held in France Chairman & CEO and a director Assystem* Chairman of the Management Board Assystem * Offi ces and posts held outside France Offi ces and posts held outside France Director Assystem Solutions DMCC None Offi ces and posts Non-Group companies Offi ces and posts Non-Group company Offi ces and posts held in France Offi ces and posts held in France Permanent representative of HDL as Chair HDL Development None Chairman HDL SAS Offi ces and posts held outside France Chairman Entreprises en Croissance SAS (EEC) Director Samuel Créations (Switzerland) Chairman CEFID SAS * Listed company. Joint Legal Manager – Chairman of the Management Board H2DA Sarl Legal Manager SCI Les Grives Comtadines Offi ces and posts held outside France None * Listed company.

10 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 GOVERNANCE

GILBERT LEHMANN A director of Assystem, Chairman of the Audit Committee and member of the Nominations and Remuneration Committee

Born in 1945 A French national Business address: Assystem SA – 70, boulevard de Courcelles – 75017 Paris, France Date elected as a director: 22 May 2014 End of current term of ofﬁ ce: Annual General Meeting to be held in 2017 to approve the 2016 ﬁ nancial statements. At the 16 May 2017 Annual General Meeting shareholders will be asked to re-elect Mr. Lehmann as a director for a further three-year term. At 31 December 2016, Gilbert Lehmann held two Assystem shares. Job occupied or function within the Company : None

Biography • Gilbert Lehmann has held several directorships in listed companies in France and the United States. • After obtaining a degree in economics and graduating from Sciences Po, Gilbert Lehmann • Mr. Lehmann serves on the Board of Directors of Cadogan worked in a number of positions in the public Plc and also chairs Cadogan Plc’s Audit Committee. He banking sector before joining the Framatome was a member of Assystem’s Supervisory Board from 2003 Group in 1983, where he served as director of to 2014. ﬁ nancing and corporate treasury, and then CFO (from 1990 to 1996) and Deputy CEO (from 1996 to 2001). He was subsequently appointed Deputy CEO of Areva when the company was incorporated in 2001, a post he held until 2008.

LIST OF OFFICES AND POSTS HELD BY GILBERT LEHMANN LIST OF OFFICES AND POSTS HELD BY GILBERT LEHMANN AT 31 DECEMBER 2016 IN THE PAST FIVE YEARS WHICH HAVE EXPIRED

Offi ces and posts Group company Offi ces and posts Group company Offi ces and posts held in France Offi ces and posts held in France Director, Chairman of the Audit Committee Member of the Supervisory Board Assystem* and member of the Nominations and Remuneration Committee Assystem* Offi ces and posts held outside France Offi ces and posts held outside France None None Offi ces and posts Non-Group companies Offi ces and posts Non-Group companies Offi ces and posts held in France Offi ces and posts held in France Vice-Chairman of the Board of Directors and member of the Audit Committee Eramet* Managing Partner Gilbert Lehmann Conseil Director Framapar* Offi ces and posts held outside France Director CNS Chairman of the Audit Committee and a director Cadogan Plc (London)* Chairman of the Supervisory Board Lina’s Developpement Offi ces and posts held outside France * Listed company. Director St Microelectronics Holding BV Chairman and a director Sepi – Switzerland * Listed company.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 11 GOVERNANCE

MIRIAM MAES A director of Assystem, member of the Audit Committee and Chair of the Nominations and Remuneration Committee

Born in 1956 A Dutch national Business address: Assystem – 70, boulevard de Courcelles – 75017 Paris, France Date elected as a director: 22 May 2014 End of current term of ofﬁ ce: Annual General Meeting to be held in 2017 to approve the 2016 ﬁ nancial statements. At the 16 May 2017 Annual General Meeting shareholders will be asked to re-elect Ms. Maes as a director for a further three-year term. At 31 December 2016, Miriam Maes did not hold any Assystem shares. Job occupied or function within the Company : None

Biography • In 2007 she became Chair of Foresee, a consulting fi rm specialising in sustainable development and energy • Miriam Maes holds a Business Administration management for businesses. degree from Nyenrode Business Universiteit in the Netherlands. She has worked for multinationals for • In 2010 she was appointed as an adviser to the UK Secretary 30 years, more than 20 of which have been spent of State for Energy & Climate Change with the specifi c task managing national and international profi t centres. of supporting the UK government’s public sector energy and carbon emissions reduction programmes. • Miriam Maes began working in the energy sector in 2002, initially at Texas Utilities (TXU) as • Miriam Maes is currently Chair of Elia Group and is a director a member of the European Executive team and of Naturex, Vilmorin & Cie and Eramet. later at EDF where she worked as Chief Operating Offi cer in charge of non-regulated networks and decentralised energy business.

LIST OF OFFICES AND POSTS HELD BY MIRIAM MAES LIST OF OFFICES AND POSTS HELD BY MIRIAM MAES AT 31 DECEMBER 2016 IN THE PAST FIVE YEARS WHICH HAVE EXPIRED

Offi ces and posts Group company Offi ces and posts Group company Offi ces and posts held in France Offi ces and posts held in France Director, member of the Audit Committee Member of the Supervisory Board Assystem* and Chair of the Nominations and Remuneration Committee Assystem* Offi ces and posts held outside France Offi ces and posts held outside France None None Offi ces and posts Non-Group companies Offi ces and posts Non-Group companies Offi ces and posts held in France Offi ces and posts held in France None Director Eramet Offi ces and posts held outside France Director and member of the Remuneration Chair Sabien Technology Group Ltd (UK) Committee Naturex* Non-executive director Elia System Operator – NV Director and Chair of the Audit Committee Vilmorin & Cie* Non-executive director Elia Asset – NV Offi ces and posts held outside France Non-executive director Kiwi Power Ltd Elia Asset BV – Brussels * Listed company. Chair (Belgium)* Chair Foresee – London (UK) Chair Elia System Operator Bv Non-executive director and member of the Audit Committee Urenco and Ucn * Listed company.

12 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 GOVERNANCE

VIRGINIE CALMELS A director of Assystem

Born in 1971 A French national Business address: Assystem – 70, boulevard de Courcelles – 75017 Paris, France Date elected as a director: 9 March 2016 End of current term of ofﬁ ce: Annual General Meeting to be held in 2017 to approve the 2016 ﬁ nancial statements. At the 16 May 2017 Annual General Meeting shareholders will be asked to re-elect Ms. Calmels as a director for a further three-year term. At 31 December 2016, Virginie Calmels did not hold any Company shares. Job occupied or function within the Company : None

Biography • Virginie Calmels is Deputy Mayor of Bordeaux in charge of the Economy, Employment and Sustainable Growth and • Virginie Calmels began her career as an auditor Vice-President of the Bordeaux Metropolitan Area. She is also with Salustro Reydel before becoming Chief Financial a regional councillor and heads a parliamentary group for Offi cer of the Dutch start-up Sky Gate BV in 1999. the Aquitaine-Limousin-Poitou-Charentes region. She then joined the Canal+ Group where she successively held the positions of Chief Financial • As well as holding these elected offi ces, Ms. Calmels is Chair Offi cer, Deputy CEO and joint Chief Operating of the Supervisory Board of Euro Disney, a director and Chair Offi cer between 2000 and 2002. of the Nominations and Compensation Committee of Iliad (Free), and a member of the Board of Directors and the Audit • In 2003, Ms. Calmels was appointed CEO of Committee of Technicolor. Endemol France and was subsequently named Chair and CEO in 2007. She then became Chief • Virginie Calmels is also the founder and Chair of SHOWer Operating Offi cer of the Endemol Group in 2012. Company and Vice-President of the Centre for Strategic and She left the Endemol Group in 2013. Prospective Studies (CEPS).

LIST OF OFFICES AND POSTS HELD BY VIRGINIE CALMELS LIST OF OFFICES AND POSTS HELD BY VIRGINIE CALMELS AT 31 DECEMBER 2016 IN THE PAST FIVE YEARS WHICH HAVE EXPIRED

Offi ces and posts Group company Offi ces and posts Group companies Offi ces and posts held in France Offi ces and posts held in France Director Assystem* None Offi ces and posts held outside France Offi ces and posts held outside France None None Offi ces and posts Non-Group companies Offi ces and posts Non-Group companies Offi ces and posts held in France Offi ces and posts held in France Chair SHOWer Company SASU Director MEDEF Paris Non-voting Board member Technicolor SA Chair Endemol France Director Iliad Chair Endemol Fiction Aéroport de Bordeaux Chair Endemol Productions Director Mérignac Chair Mark Burnett Productions France BGI Bordeaux Gironde Director Investissement Chair NAO Director Aerospace Valley Chair DV Prod Director Bordeaux Aéroparc SPL Chair Endemol Jeux Deputy Mayor of Bordeaux Chair Tête de Prod Vice-President of the Bordeaux Metropolitan Area Chair Orevi Regional councillor for the Aquitaine-Limousin-Poitou-Charentes region Member of the Executive Committee Formidooble Offi ces and posts held outside France Syndicat des producteurs et créateurs d’émissions de None Vice-President télévision * Listed company. Centre for Strategic and Vice-President Prospective Studies (CEPS)

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 13 GOVERNANCE

LIST OF OFFICES AND POSTS HELD BY VIRGINIE CALMELS IN THE PAST FIVE YEARS WHICH HAVE EXPIRED

Mandats et fonctions Société du Groupe Chair of the Board of Directors Technicolor SA Director SAEML Régaz Offi ces and posts held outside France Chief Operating Ofﬁ cer Endemol Group Director Endemol Holding BV Director Endemol Denmark A/S Director Endemol Italia SpA Director Endemol Espana SL Substitute member of the Board of Directors Endemol Finland OY Chair and a director Endemol Nordic AB Chair and a director Endemol Norway AS Chair and a director Endemol Sweden AB Member of the Supervisory Board Nijenhuis & de Levita Holding BV

14 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 GOVERNANCE

SALVEPAR, REPRESENTED BY VINCENT FAVIER Public limited company with a share capital of €57,332,896 – Registered offi ce located at 32, rue de Monceau, 75008 Paris – Registered with the Paris Trade and Companies Registry under no. 552 004 327 A director of Assystem, member of the Audit Committee and of the Nominations and Remuneration Committee; represented on Assystem’s Board and Committees by Vincent Favier

Business address: Assystem – 70, boulevard de Courcelles – 75017 Paris, France Date elected as a director: 22 May 2014 End of current term of ofﬁ ce: Annual General Meeting to be held in 2017 to approve the 2016 ﬁ nancial statements. At the 16 May 2017 Annual General Meeting shareholders will be asked to re-elect Salvepar as a director for a further three-year term. As 31 December 2016, Salvepar held an indirect interest in the Company’s share capital as described in page 9 of this document. Job occupied or function within the Company : None

• Salvepar – which forms part of the Tikehau Group – is a private equity ﬁ rm which supports mid-cap companies with the aim of reinforcing the stability of their shareholder structure and accelerating their growth. Salvepar seeks to acquire minority interests in both listed and unlisted companies, favouring companies with international projects or international growth prospects.

LIST OF OFFICES AND POSTS HELD BY SALVEPAR LIST OF OFFICES AND POSTS HELD SALVEPAR AT 31 DECEMBER 2016 IN THE PAST FIVE YEARS WHICH HAVE EXPIRED

Offi ces and posts Group company Offi ces and posts Group company Offi ces and posts held in France Offi ces and posts held in France Director, member of the Audit Committee Member of the Supervisory Board Assystem* and member of the Nominations and Remuneration Committee Assystem* Offi ces and posts held outside France Offi ces and posts held outside France None None Offi ces and posts Non-Group companies Offi ces and posts Non-Group companies Offi ces and posts held in France Offi ces and posts held in France Member of the Supervisory Board Aviation Latécoère* Director HDL Development SAS Member of the Supervisory Board Touax* Afi ca – Affi nage Champagne Non-voting Board member Le Noble Age* Director Ardennes Member of the Supervisory Board Lohr SA Director Eren Renewable Energy SA Offi ces and posts held outside France Member of the Supervisory Board Financière Spie Batignolles None Director Favi – Le Laiton Injecté * Listed company. Member of the Supervisory Board and the Audit Committee Spie Batignolles Director Lippi Management Member of the Supervisory Board Asten Santé Derives Resiniques et Director Terpéniques Chair Zéphyr Investissement Chair Salvepar Sequoia Investissement Offi ces and posts held outside France Director Just Group Holdings Pte Ltd * Listed company.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 15 GOVERNANCE

VINCENT FAVIER

Permanent representative of Salvepar on the Board of Directors, the Audit Committee and the Nominations and Remuneration Committee of Assystem

Born in 1968 A French national Business address: Assystem – 70, boulevard de Courcelles – 75017 Paris, France At 31 December 2016, Vincent Favier did not hold any Company shares. Job occupied or function within the Company : None

Biography • From January 2013 to March 2015 Vincent Favier was director of investments and equity interests at Tikehau Capital • A graduate of École Centrale de Lyon and HEC Advisors. Since April 2015 he has been CEO of Ecoslops, Paris, Vincent Favier began his career as a strategy a ﬁ rm that transforms marine oil residues into fuel. consultant with Olivier Wyman, where he worked until 1999. • Mr. Favier subsequently became director of business development and equity interests and a member of the Management Committee at Worms & Cie until 2005 before joining Amber Capital as managing director with responsibility for investment in listed companies and private equity in France.

LIST OF OFFICES AND POSTS HELD BY VINCENT FAVIER LIST OF OFFICES AND POSTS HELD BY VINCENT FAVIER AT 31 DECEMBER 2016 IN THE PAST FIVE YEARS WHICH HAVE EXPIRED

Offi ces and posts Group company Offi ces and posts Group company Offi ces and posts held in France Offi ces and posts held in France Permanent representative of Salvepar Assystem* Permanent representative of Salvepar Assystem* Offi ces and posts held outside France Offi ces and posts held outside France None None Offi ces and posts Non-Group companies Offi ces and posts Non-Group companies Offi ces and posts held in France Offi ces and posts held in France Permanent representative of Tikehau Capital Director Groupe Flo SA* Partners HDL Development SAS Permanent representative of Salvepar as Director Salvepar* a member of the Supervisory Board and member of the Audit Committee Spie Batignolles CEO and a director Ecoslops Permanent representative of Salvepar as a Legal Manager Croissance et Finances member of the Supervisory Board Financière Spie Batignolles Offi ces and posts held outside France Director Financière Flo Sas None Offi ces and posts held outside France * Listed company. None * Listed company.

16 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 GOVERNANCE

PHILIPPE CHEVALLIER CFO & Deputy CEO

Born in 1958 A French national Business address: Assystem SA – 70, boulevard de Courcelles – 75017 Paris, France Date appointed as CFO & Deputy CEO: 5 June 2015 End of current term of ofﬁ ce: Annual General Meeting to be held in 2020 to approve the 2019 ﬁ nancial statements. At 31 December 2016, Philippe Chevallier did not hold any Company shares.

Biography • Mr. Chevallier subsequently held the post of Chief Financial Offi cer at Elior for 12 years, managing refi nancing and • A graduate of ESSEC Business School and equity transactions as well as acquisitions and divestments. Sciences Po, Philippe Chevallier began his career After working as a senior advisor at the fi nancial consulting at Usinor (later ArcelorMittal) where he was director fi rm June Partners, he was appointed CFO and General of fi nancing and director of mergers & acquisitions. Counsel at Assystem on 5 January 2015. • Since 5 June 2015, Philippe Chevallier has been CFO & Deputy CEO of Assystem.

LIST OF OFFICES AND POSTS HELD BY PHILIPPE CHEVALLIER LIST OF OFFICES AND POSTS HELD BY PHILIPPE CHEVALLIER AT 31 DECEMBER 2016 IN THE PAST FIVE YEARS WHICH HAVE EXPIRED

Offi ces and posts Group companies Offi ces and posts Group companies Offi ces and posts held in France Offi ces and posts held in France CFO & Deputy CEO Assystem* None Chairman Assystem International Offi ces and posts held outside France ASG Assistance Sécurité None Chairman et Gardiennage Offi ces and posts Non-Group companies Offi ces and posts held outside France Offi ces and posts held in France Chairman and a director Assystem Canada Inc Member of the Supervisory Board Elior Participations Assystem Talent International Director Management Legal Manager Elior Concessions Services Director Assystem Group UK Chairman Elior FA3C Director Assystem Solutions DMCC Chairman Elior Trésorerie Assystem Engineering Chairman Elior Gestion Director Consulting (Shanghai) Chairman Elior Concessions Marketing Director Assystem GmbH Chairman Elior Data Concessions Offi ces and posts Non-Group companies Chairman Elior Data Offi ces and posts held in France Chairman Bercy Services I None Chairman Bercy Services II Offi ces and posts held outside France Chairman Bercy Services XX None Chairman Elior Services à la Personne ESP * Listed company. Société de Conception et Chairman de Réalisation de Restaurants Chairman Ansamble Investissements Offi ces and posts held outside France Director Elior Ristorazione Director Elior Investimenti Director Gemeaz Elior Director Grande Vitesse Catering Director MyChef Ristorazione Commerciale Director Areas Director Serunion

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 17 BUSINESS OVERVIEW

ASSYSTEM’S MARKET AND BUSINESS ASSYSTEM’S POSITIONING SEGMENTS Assystem began as Atem, which was founded in 1966 by engineers of the French nuclear programme in order to serve the engineering needs of the French nuclear industry. This business accounted for Market trends the majority of the Group’s revenue up until the latter part of the Assystem operates in the engineering market. The role of engineering twentieth century. Atem then merged with Alphatem, jointly-owned is to study, design and manufacture all or part of an industrial by Dominique Louis and Cogema, to create Assystem which went component or civil engineering structure. public in 1995. Shortly after its stock market fl otation the Company diversifi ed, with the acquisition in 1996 of an engineering fi rm Assystem’s teams assist major industrial players with reducing their specialised in aeronautics and automotive, which launched the project costs and lead times, and optimising their development, outsourced R&D business. This business drove the Group’s growth manufacturing and marketing processes, and enable them to design as from the year 2000, especially following its merger with Brime and produce innovative solutions across the globe. Technologies. A series of international acquisitions then followed, (1) According to an Xerfi market analysis , engineering fi rms in France positioning Assystem among the top European engineering groups. performed well in 2016, with revenue up by around 3.5%. Leaders Assystem’s teams work in two major lines of business: outsourced specialised in technology consulting and which are positioned R&D, operated by the Global Product Solutions division, and complex as Tier 1 suppliers saw robust revenue growth as clients are infrastructure engineering, operated by Energy & Infrastructure. The increasingly using outsourced technology consulting services as Group is a major player in the nuclear, automotive and aeronautics a way of enhancing their cost fl exibility. However price pressure engineering markets where it has a strong reputation for its specialist remained strong against a backdrop of weak infl ation. In the fi rst know-how. half of 2016, engineering services prices for the industry as a whole only rose by 0.4% on a rolling annual basis. In the outsourced R&D market, Assystem focuses exclusively on services for industrial clients. The vast majority of these clients are Demand for outsourced R&D services was particularly high in the top European corporations that rank among the world’s leading automotive sector. After two years of decline, the construction market players, to which the Group provides services throughout the engineering sector began to pick up, growing by 2% in 2016 entire product life cycle – from functional analysis to commissioning, according to Xerfi. Design and project management needs including design, industrialisation and supply chain management. Its increased and the sector also felt the benefi ts of an upward trend main competitors in this fragmented market are French companies in capital expenditure on transport infrastructure. Conversely, the such as Altran and Alten, as well as Akka, Sogeti and Segula. oil sector contracted as oil companies signifi cantly reduced their capital spending. The latest advance in the construction engineering Supplier panel restrictions that have been applied at global level sector that Assystem will need to effectively master is the increasingly for the past several years by major purchasers are still in force and generalised use of digital modelling, which not only leads to major have led to a gradual general trend towards fi xed-price services productivity gains (with project management time savings of an – a format that large companies such as Assystem prefer. Today, estimated 70%) but also improves the quality of the buildings and roughly 60% of Assystem’s services (excluding Staffi ng activities) are services delivered. To this end, in June 2016 Assystem signed a provided under fi xed-price contracts, refl ecting clients’ high esteem partnership agreement with Dassault Systèmes aimed at improving for the Group’s teams due to their capacity to lead projects, develop the performance management of nuclear engineering projects know-how and reliably and consistently deliver a high level of through the use of digital technologies. Under this agreement productivity. This underlying trend has been accompanied by a more Dassault Systèmes’ 3DExpérience platform will be deployed international approach by Assystem towards providing its services, to handle engineering data and digitise project management drawing on a stronger network of customer interface, specialised processes. skills and production centres to ensure that services are rendered at the best cost and are constantly in line with client requirements.

(1) Source: Xerfi France, Services d’ingénierie, d’étude et de conseil technique Analyse du marché – November 2016.

18 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 BUSINESS OVERVIEW

Assystem brings added value to industrial companies, utilities and BUSINESS REVIEW AND SIGNIFICANT EVENTS contractors operating in nuclear energy, conventional energy, OF 2016 transport infrastructure, life sciences and other complex infrastructure thanks to its long-standing participation in the nuclear industry, and therefore its experience in restricted environments with strong safety Business review requirements. The main role of its experts is to help major players Assystem’s consolidated revenue in 2016 amounted to in the energy industry (operators and equipment manufacturers) to €955.6 million, up 5.3% year on year thanks to strong performances manage their industrial investments at every step of the process – in its three strategic business sectors – Aerospace, Automotive and from design through to construction, commissioning, maintenance Nuclear. and ultimately decommissioning. Assystem’s competitors in this At 31 December 2016, Assystem had 12,422 employees, an market are above all UK and North American groups such as increase of 869 compared with 31 December 2015 (or 593 on Atkins (which is also Assystem’s partner in the Engage and N.triple.a a constant Group structure basis). joint ventures), CH2MHill, Amec Foster Wheeler (also a partner of Assystem in the Momentum joint venture) and Jacobs Engineering, The Company’s main employee-related information and more as well as French groups including Egis, Systra and Ingérop. broadly, its Corporate Social Responsibility (CSR) actions and key indicators are provided in the 2016 Registration Document. During 2016 the Energy & Infrastructure division pursued its investment drive in France and internationally, particularly in Turkey where it acquired a controlling interest in Envy, which has enabled SIGNIFICANT EVENTS OF 2016 the Group to enlarge its client portfolio in the nuclear sector and access the large Turkish market for engineering services. Global Product Solutions (GPS) A low proportion of Assystem’s revenue also originates from the secondment of consultants specialised in Oil & Gas and Industry, In the Aerospace sector, revenue increased 3.7% as reported (5.7% essentially in the Middle East, Africa and Asia. This activity, known on an organic basis and at constant exchange rates), refl ecting as “Staffi ng” in the engineering world, is mainly inherited from an growth in business volumes related to manufacturing processes acquisition carried out in 2012 (MPH Group) to which Assystem’s and the supply chain. During 2016 Assystem acquired Aerotec pre-existing staffi ng activities were added. The Group’s main market Concept, a well-established player in the airplane/helicopter in the Staffi ng business – the Oil & Gas sector which accounted for refurbishment and customisation market (bespoke cabin fi ttings, some 75% of the Staffi ng business’s revenue in 2016 – was hit hard avionics modifications and connectivity). This acquisition has by the plunge in oil prices in 2015. Assystem is working to diversify rounded out the aerospace service offering of the GPS division. its client portfolio in this business in response to this situation. Growth in the Automotive sector continued at a brisk pace, with revenue climbing more than 25% in 2016 following on from the Assystem’s organisational structure already strong increase reported in 2015. The cross-business organisational structure put in place in order to capitalise on the Assytem is structured around two main divisions: Global Product dynamic momentum in the European market proved a success and Solutions and Energy & Infrastructure, which respectively accounted the number of engineers working at the Romanian engineering centre for 60.4% and 33.3% of consolidated revenue in 2016, and topped the milestone fi gure of 1,000 during the year. This centre it also has a Staffi ng business which contributed 5.6% of 2016 can work remotely for a large number of clients, which therefore consolidated revenue. eliminates the issue of geographic distance. In late 2016, Assystem acquired UK-based Edison Technical Recruitment – a leading specialist engineering recruitment agency with a particular focus on electronics, electrical systems and software engineering and which is a preferred supplier for major players in the automotive industry. Through this acquisition Assystem’s GPS division will be able to strengthen its presence in the automotive sector in the United Kingdom.

Energy & Infrastructure (E&I) Revenue for the Nuclear sector rose solidly excluding the effect of a contraction in business with the Areva Group. Growth was driven by business with EDF in France and Enec in the Middle East, as well as by operations related to the ITER project. Other E&I activities (transport and building infrastructure, conventional energy and life sciences) remained stable, with the increase in revenue in Europe offset by a contraction in business volumes for Radicon due to a capital expenditure freeze for infrastructure projects in Saudi Arabia.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 19 BUSINESS OVERVIEW

GROUP RESULTS

KEY FIGURES

Year-on-year In millions of euros 2016 2015 change Revenue 955.6 907.7 +5.3% Operating profit before non-recurring items – EBITA(1) 66.9 57.8 +15.7% % of revenue 7.0% 6.4% + 0.6 pt Consolidated profit for the period(2) 32.1 27.9 +15.1% Adjusted profit for the period(3) 45.8 37.2 +23.1% Free cash flow(4) 45.3 44.8 +1.1% % of revenue 4.7% 4.9% (0.2) pt Net cash/(debt)(5) (16.1) 198.8 - Adjusted earnings per share(6) 2.12 1.72 +23.3% Dividend per share(7) (in euros) 1.00 0.80 +25.0% (1) Operating profi t before non-recurring items (EBITA) including share of profi t of equity-accounted investees (€0.5 million in 2015 and €1.4 million in 2016). (2) Including profi t attributable to non-controlling interests amounting to €0.7 million in 2015 and €0.6 million in 2016. Profi t for the period attributable to owners of the parent therefore totalled €27.2 million in 2015 and €31.5 million in 2016. (3) Consolidated profi t for the period after deducting profi t attributable to non-controlling interest and profi t from discontinued operations, and (ii) for 2015, accrued coupons on the Odirnane bonds; adjusted for the net of tax amounts of non-recurring income and expenses, and exceptional fi nancial income and expenses. (4) Net cash generated from operating activities less capital expenditure, net of disposals. (5) Cash and cash equivalents less debt and after taking into account the fair value of hedging instruments. (6) Adjusted profi t for the period divided by the weighted average number of diluted shares outstanding (excluding the dilutive impact of the Ornane and Odirnane bonds). (7) For 2016, the fi gure corresponds to the dividend that will be recommended at the Annual General Meeting on 16 May 2017.

20 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 BUSINESS OVERVIEW

REVENUE BY DIVISION

Total year-on-year Organic year-on- In millions of euros 2016 2015 change year change* Group 955.6 907.7 +5.3% +5.4% Global Product Solutions 577.5 528.6 +9.3% +9.7% Energy & Infrastructure 315.7 311.1 +1.5% +1.3% Stafﬁ ng 53.2 60.1 (11.4)% (11.4)% Holding company and Other 9.2 7.9 – – * Based on a comparable Group structure and constant exchange rates.

Revenue generated by Global Product Solutions came to added 1.3% to revenue in 2016 whereas the currency effect was €577.5 million and accounted for 60.4% of the consolidated total. a negative 1.1%. Excluding the impact of the revenue decline This 9.3% year-on-year increase – which was driven by Aerospace posted by the Saudi Arabia-based company, Radicon, organic and Automotive activities – breaks down as 9.7% in organic growth, growth was 5.3%. a 1.3% positive impact from changes in scope of consolidation and At €53.2 million (accounting for 5.6% of the consolidated total), a 1.7% negative currency effect. revenue for the Stafﬁ ng business decreased by 11.4%, as the Revenue for the Energy & Infrastructure business rose 1.5% to positive effects of diversifying into the industry sector only partially €315.7 million and represented 33.0% of the consolidated total. offset the revenue drop seen in the Oil & Gas sector. Organic growth and changes in scope of consolidation each

RESULTS OF OPERATIONS AND FINANCIAL POSITION

Operating proﬁ t before non-recurring items (EBITA) Consolidated EBITA advanced 15.7% to €66.9 million in 2016 from €57.8 million the previous year, and EBITA margin represented 7.0% of revenue, up 0.6 of a point on the 6.4% recorded for 2015.

EBITA*

In millions of euros 2016 % of revenue 2015 % of revenue Group 66.9 7.0% 57.8 6.4% Global Product Solutions 47.0 8.1% 38.8 7.3% Energy & Infrastructure 24.1 7.6% 25.7 8.3% Staffi ng 2.4 4.6% 1.4 2.3% Holding company and Other (6.6) – (8.1) – * Operating profi t before non-recurring items (EBITA) including share of profi t of equity-accounted investees (€1.4 million in 2016 and €0.5 million in 2015).

Global Product Solutions EBITA rose by €8.2 million to €47.0 million, Staffi ng EBITA came to €2.4 million compared with €1.4 million representing an EBITA margin of 8.1% versus 7.3% in 2015. Both in 2015, and EBITA margin rose to 4.6% from 2.3%. These year- the Aerospace and Automotive sectors saw a sharp increase in their on-year increases stemmed from a reduction in the business’s cost EBITA and EBITA margin fi gures. base and the collection of receivables that had previously been written down as bad debt. EBITA for the Energy & Infrastructure division contracted by €1.6 million to €24.1 million, representing an EBITA margin of The Group’s “Holding company” expenses, net of the results 7.6% compared with 8.3%. Radicon’s contribution to EBITA was of the activities classifi ed in the “Other” category, amounted to a negative €1.2 million, versus a positive €3.7 million in 2015. €6.6 million in 2016 (€8.1 million in 2015). Excluding Radicon, Energy & Infrastructure EBITA increased by €3.3 million to €25.3 million, representing an EBITA margin of 8.5% versus 7.8% in 2015.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 21 BUSINESS OVERVIEW

Operating profi t Profi t for the period After deducting the net non-recurring expense for the year, Excluding the impact of goodwill impairment, the effective tax rate consolidated operating profi t came to €53.4 million. for the year was 31.95 and the Group’s income tax expense came Non-recurring income and expenses represented a net expense of to €17.7 million. €13.5 million in 2016, breaking down as: Consolidated profi t for the period amounted to €32.1 million, of which €0.6 million was attributable to non-controlling interests ● a €7.0 million impairment loss recognised for assets used by (compared with €27.9 million and €0.7 million respectively in the Staffi ng business; 2015). ● €3.5 million in restructuring costs; and ● a €3.0 million net expense related to acquisitions and disposals Net cash/debt and awards of free shares and performance shares. The Group had net debt of €16.1 million at 31 December 2016, Financial income and expenses versus net cash of €198.8 million one year earlier. The majority of the year-on-year change was due to the fact that in 2016 In 2016 the Group recorded net fi nancial expense of €3.6 million the Company bought back 91.2% of its Odirnane bonds and compared with net fi nancial income of €1.0 million in 2015. reclassifi ed under fi nancial liabilities the Odirnane bonds that were This year-on-year negative swing was mainly due to (i) €2.2 million still outstanding at 31 December 2016. in fi nancial expenses recognised in relation to the buybacks of Ornane bonds and (ii) fl uctuations in exchange rates.

An analysis of the year-on-year change is provided in the table below:

In millions of euros Net cash/(debt) at 31 December 2015 198.8 EBITDA 75.7 Change in operating working capital requirement (3.4) Income tax paid (12.8) Net capex (8.4) Other movements (5.8) Free cash fl ow 45.3 Acquisitions of shares in consolidated companies, net of sales (26.4) Buybacks/reclassiﬁ cations of Odirnane and Ornane bonds (195.1) Dividends, share buybacks and other (38.7) Net cash/(debt) at 31 December 2016 (16.1)

Consolidated free cash fl ow amounted to €45.3 million, versus SIGNIFICANT EVENTS AFTER THE REPORTING €44.8 million in 2015. Excluding the one-off impact of a change DATE in the rules for paying certain payroll taxes in France, it came to €50.3 million, representing 5.3% of revenue and 75% of EBITA. On 24 January 2017 Assystem entered into a new €280 million DSO was unchanged at 78 days, following a 5-day reduction in financing arrangement with a banking pool, comprising an 2015. €80 million term loan redeemable at maturity in January 2022 and a €200 million fi ve-year revolving credit facility with two one-year In January 2017, the Group entered into a new bank fi nancing extension options (subject to the lenders’ agreement). Consequently, arrangement (see Section 3.2.5 below) under financial and the €80 million drawn down under the previous revolving credit contractual conditions that refl ect the current liquidity of the bank facility that was included in short-term debt at 31 December 2016 lending market. has been repaid. The new fi nancing agreement includes a covenant, the details of which are provided in Note 8.6 to the consolidated OUTLOOK FOR 2017 fi nancial statements – Financial risk management, in Chapter 6 of this Registration Document. In view of the favourable market trends in the Automotive, Aerospace and Nuclear sectors, Assystem has set itself the following targets The Odirnane bonds that remained outstanding at 31 December for 2017: 2016 (representing 8.8% of the original issue) have been redeemed in full in cash, without any Assystem shares allocated to their holders. ● for organic revenue growth at constant exchange rates to be at The amount of the redemption, including accrued coupons, was least the same as in 2016; €14.35 million, which was paid between late February and ● a further increase in EBITA margin; 6 March 2017.

● free cash ﬂ ow representing more than 5% of revenue.

22 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 BUSINESS OVERVIEW

FIVE-YEAR FINANCIAL SUMMARY FOR ASSYSTEM SA

Year 2012 2013 2014 2015 2016 I. Capital at year-end Share capital 20,734,278 19,326,066 22,154,831 22,218,216 22,218,216 Number of shares issued 20,734,278 19,326,066 22,154,831 22,218,216 22,218,216 Number of shares that may be issued on conversion of convertible bonds 4,181,818 4,181,818 6,837,098 6,861,795 807,438 II. Results of operations Net revenue 11,125,335 11,427,562 12,371,760 11,342,261 11,974,072 Proﬁ t (loss) before tax, depreciation, amortisation and provisions 21,233,801 26,215,004 14,194,383 50,292,852 (6,401,391) Corporate income tax 1,011,224 2,250,236 3,230,075 5,315,395 7,143,932 Proﬁ t (loss) after tax, depreciation, amortisation and provisions 26,409,431 25,589,684 14,033,557 93,212,545 (16,350,387) Dividends paid 7,787,732 9,908,478 16,226,024 16,992,599 * III. Per share data Earnings per share after tax but before depreciation, amortisation and provisions 1.61 1.47 0.79 2.50 0.03 Earnings (loss) per share after tax, depreciation, amortisation and provisions 1.27 1.32 0.63 4.20 (0.74) Dividend per share 0.45 0.45 0.75 0.8 * IV. Employee data Number of employees 11100 Total payroll 493,731 307,438 523,093 1,468,064 685,571 Social security contributions 431,163 241,251 355,854 578,586 268,782

* At the next AGM, shareholders will be asked to approve a dividend of €1.00 per share.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 23 AGENDA

Assystem’s Combined General Meeting of shareholders relative to the results of 2016 will take place on Tuesday 16 May 2017, at 9:30 am, at the Centre de Conférences Étoile Saint-Honoré, 21-25 rue Balzac, 75008 Paris. The General Meeting is a privileged occasion for information, discussion and dialogue. It is also an opportunity for you to actively take part, through your vote, in the decisions that are important for your Group, regardless of the number of shares that you hold. I truly hope that you can take part in it, by attending in person or by postal vote, or by giving a proxy vote to the Chairman of the meeting or any other person of your choice. In the following pages, you will fi nd the practical procedures for participating in this meeting, its agenda and the text of the resolutions that will be submitted for your approval. I hope that the information made available to you through the more lively presentation of the present notice to attend will enable you to express, to the Board of Directors and to your corporate offi cers, the confi dence and support that is essential to the accomplishment of the ambitions for growth that the Group has had since its incorporation. Thank you in advance for the attention that I’m sure you will give to these resolutions. Yours faithfully, Dominique Louis Chairman and Chief Executive Officer

ORDINARY BUSINESS

● The Board of Directors’ management report, including the report ● Ninth resolution – Re-election of Virginie Calmels as a on the Group’s operations in 2016, the presentation by the Board director;

of Directors of the parent company and consolidated fi nancial ● Tenth resolution – Re-appointment of a Statutory Auditor; statements for the year ended 31 December 2016 and the report ● Eleventh resolution – Review of related-party agreements of the Chairman of the Board of Directors on the preparation and governed by Articles L. 225-38 et seq. of the French Commercial organisation of the Board of Directors’ work and the Company’s Code; internal control and risk management procedures; ● Twelfth resolution – Vote on the components of remuneration ● The Statutory Auditors’ report on the parent company and due or paid to Dominique Louis for 2016; consolidated fi nancial statements for the year ended 31 December 2016; ● Thirteenth resolution – Vote on the components of remuneration due or paid to Philippe Chevallier for 2016; ● The Statutory Auditors’ reports on corporate social responsibility and the related-party agreements governed by Articles L. 225-38 ● Fourteenth resolution – Approval of the principles and et seq. of the French Commercial Code; criteria used to determine, allocate and award the fi xed, variable and exceptional components of the total remuneration and ● First resolution – Approval of the parent company fi nancial benefi ts payable to Dominique Louis for 2017 in his capacity statements for the year ended 31 December 2016; as Chairman & CEO; ● Second resolution – Approval of the consolidated fi nancial ● Fifteenth resolution – Approval of the principles and criteria statements for the year ended 31 December 2016; used to determine, allocate and award the fi xed, variable and ● Third resolution – Discharge given to the Board of Directors exceptional components of the total remuneration and benefi ts for its duties performed in 2016; payable to Philippe Chevallier for 2017 in his capacity as CFO ● Fourth resolution – Appropriation of 2016 results; & Deputy CEO;

● Fifth resolution – Re-election of Dominique Louis as a director; ● Sixteenth resolution – Setting directors’ fees for 2017;

● Sixth resolution – Re-election of Salvepar as a director, ● Seventeenth resolution – Authorisation for the Board of represented by Vincent Favier; Directors to carry out a share buyback programme in accordance

● Seventh resolution – Re-election of Gilbert Lehmann as a with Articles L.225-209 to L. 225-212 of the French Commercial director; Code.

● Eighth resolution – Re-election of Miriam Maes as a director;

24 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 AGENDA

EXTRAORDINARY BUSINESS

● Eighteenth resolution – Authorisation for the Board of ● Twenty-fourth resolution – Blanket ceilings for issues Directors to reduce the Company’s capital by cancelling treasury carried out using the above authorisations;

shares; ● Twenty-fifth resolution – Authorisation to increase ● Nineteenth resolution – Authorisation for the Board of the Company’s capital by a maximum nominal amount of Directors to increase the Company’s capital by issuing ordinary €20,000,000 by capitalising share premium accounts, reserves, shares and/or securities carrying rights to shares, representing proﬁ t or other eligible items;

a maximum aggregate nominal amount of €10,000,000, with ● Twenty-sixth resolution – Authorisation for the Board of pre-emptive subscription rights for existing shareholders; Directors to grant new or existing shares free of consideration, ● Twentieth resolution – Authorisation for the Board of in accordance with Articles L. 225-197-1 et seq. of the French Directors to increase the Company’s capital by issuing ordinary Commercial Code;

shares and/or securities carrying rights to shares, representing a ● Twenty-seventh resolution – Authorisation for the Board maximum aggregate nominal amount of €7,000,000, by way of of Directors to grant stock options, in accordance with Articles a public offer, without pre-emptive subscription rights for existing L. 225-177 et seq. of the French Commercial Code; shareholders; ● Twenty-eighth resolution – Authorisation for the Board of ● Twenty-fi rst resolution – Authorisation for the Board of Directors to issue stock warrants (BSAAR and BSA), without pre- Directors to increase the Company’s capital by issuing ordinary emptive subscription rights for existing shareholders, to employees shares and/or securities carrying rights to shares, representing and offi cers of the Company and its subsidiaries; a maximum aggregate nominal amount of €2,000,000, without ● Twenty-ninth resolution – Blanket ceiling for share issues pre-emptive subscription rights for existing shareholders, by way of carried out pursuant to the twenty-sixth resolution (free share a private placement as defi ned in paragraph II of Article L. 411-2 grants), twenty-seventh resolution (stock option grants) and twenty- of the French Monetary and Financial Code; eighth resolution (issues of stock warrants); ● Twenty-second resolution – Authorisation for the Board of ● Thirtieth resolution – Authorisation to increase the Company’s Directors to set the issue price for issues of shares or securities capital by issuing shares and/or securities carrying rights to carrying rights to shares carried out without pre-emptive the Company’s shares to employees who are members of a subscription rights for existing shareholders, subject to a ceiling Company or Group savings plan, subject to a ceiling of 1% of of 10% of the Company’s capital; the Company’s share capital; ● Twenty-third resolution – Authorisation for the Board of ● Thirty-fi rst resolution – Amendments to Articles 4, 11, 16 Directors to increase the number of securities issued in the event and 18 of the Company’s Articles of Association in order to align of a capital increase carried out with or without pre-emptive them with the applicable legislation; subscription rights for existing shareholders using the above authorisations; ● Thirty-second resolution – Powers to carry out formalities.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 25 PURPOSES AND TEXT OF THE RESOLUTIONS

ORDINARY RESOLUTIONS

All of the ordinary resolutions below are subject to the quorum and majority conditions required for Ordinary General Meetings.

FIRST, SECOND AND THIRD RESOLUTIONS – APPROVAL OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2016 Purpose In the ﬁ rst, second and third resolutions, shareholders are invited to approve Assystem’s parent company and consolidated ﬁ nancial statements for the year ended 31 December 2016 and to give full discharge to the Board of Directors for the performance of its duties during that year.

FIRST RESOLUTION

Approval of the parent company fi nancial statements SECOND RESOLUTION for the year ended 31 December 2016 Approval of the consolidated fi nancial statements for Having considered the Board of Directors’ management report the year ended 31 December 2016 and the Statutory Auditors’ report on the parent company fi nancial Having considered the Board of Directors’ management report statements, the shareholders, and the Statutory Auditors’ report on the consolidated fi nancial Approve the parent company fi nancial statements for the year ended statements, the shareholders, 31 December 2016, as presented, together with the transactions Approve the consolidated fi nancial statements for the year ended refl ected in said fi nancial statements and summarised in said reports, 31 December 2016, as presented, together with the transactions Approve the amount of non-tax-deductible expenses referred to in refl ected in said fi nancial statements and summarised in said reports. the Board of Directors’ report, corresponding to €26,385. THIRD RESOLUTION Discharge given to the Board of Directors for its duties performed in 2016 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 2016.

FOURTH RESOLUTION – APPROPRIATION OF 2016 RESULTS AND APPROVAL OF A DIVIDEND PAYMENT Purpose In the fourth resolution, shareholders are invited to appropriate the Company’s results for the year ended 31 December 2016 and to approve a dividend payment of €1 per share. The growth trajectory of the three main business sectors that drive Assystem’s operating performance – Aerospace, Automotive and Nuclear – looks set to continue. As a result, the Company is conﬁ dent in its outlook for 2017, which is reﬂ ected in the recommended per-share dividend and the targets it has set itself.

FOURTH RESOLUTION ● the shareholders place on record that distributable proﬁ t for 2016 totals €195,629,142.02 and resolve: Appropriation of 2016 results and approval of a dividend payment of €1 per share ● to pay a dividend of €1 per share for 2016, representing an aggregate payout of €21,162,009, based on the number of ● having noted that: shares making up the Company’s capital less the number of ● the Company ended 2016 with a loss of €16,350,386.62, shares held in treasury (which totalled 1,056,207 at 31 March and 2017), and

● the retained earnings account amounts to €211,979,528.64; ● to appropriate the balance of distributable profit to the retained earnings account, which will subsequently amount to €174,467,133.02.

26 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

Consequently, the shareholders give full powers to the Board of The dividends paid for the last three years were as follows Directors to proceed with the above dividend payment by 30 June (information disclosed in accordance with Article 243 bis of the 2017 at the latest. French General Tax Code). At the time of the dividend payment, the amount actually paid out Amounts eligible for tax relief will be calculated taking into account the exact number of treasury shares bought back under the share buyback programme. If the Year Dividend Other distributed proﬁ t number of treasury shares held at the date of the dividend payment 2013 €0.45/share None is not the same as at 31 March 2017, the difference will be 2014 €0.75/share None accounted for by increasing or decreasing the amount allocated 2015 €0.80/share None to the retained earnings account.

FIFTH, SIXTH, SEVENTH, EIGHTH AND NINTH RESOLUTIONS – RE-ELECTION OF DIRECTORS Purpose The terms of offi ce of all of the Company’s directors – i.e. Dominique Louis, Salvepar, Gilbert Lehmann, Miriam Maes and Virginie Calmels – are due to expire at the close of this Annual General Meeting. Consequently, the purpose of the fi fth, sixth, seventh, eighth and ninth resolutions is to re-elect these directors for a three-year term, in accordance with Article 13.1 of the November 2016 version of the AFEP-MEDEF Corporate Governance Code for listed companies (the “AFEP-MEDEF Code”). All of the information required under the fi fth paragraph of Article R. 225-83 of the French Commercial Code is provided on pages 10 to 17 of this Notice of Meeting and additional information is available in Chapter 2 of the 2016 Registration Document. The Group’s governance structure – adopted based on the industry benchmark – is in line with the recommendations of the AFEP- MEDEF Code and with SBF 250 best practices. It offers a form of governance that is tightly structured around Management, acting under the oversight of three independent directors who ensure a balance of power. This balance is enhanced by the fact that the powers of the Chairman & CEO and the CFO & Deputy CEO are delineated by the Rules of Procedure and the nominating decisions that fall within the remit of the Board. Assystem’s governance structure is also intended to simplify the decision-making process, accelerate the implementation of the Group’s strategy, strengthen the Board’s accountability, and create closer ties between the Board and Management. Members of Assystem’s Board of Directors are elected for a three-year term but these terms are not staggered. The Company’s decision not to put in place a staggered re-election system was based on the underlying principles of its Articles of Association and the Rules of Procedure governing the Board’s membership structure. As Assystem has a majority shareholder, these principles guarantee fair and collective representation of all shareholders and the best interests of the Company, particularly in view of the presence of independent directors. If the shareholders approve the re-election of all of the directors, at the close of this Annual General Meeting the Board will comprise fi ve members, including two women directors. Three of the fi ve directors will qualify as independent within the meaning of the AFEP-MEDEF Code: Gilbert Lehmann, Miriam Maes and Vincent Favier.

FIFTH RESOLUTION Dominique Louis is a French national and was born on 22 February 1951 in Bellegarde-sur-Valserine (France). His current address is Re-election of Dominique Louis as a director 195 Le cours, 84210 Saint-Didier, France. Having considered the report of the Board of Directors, the Dominique Louis has already agreed to be re-elected as a director, shareholders re-elect Dominique Louis as a director, for a three- and has declared that he does not hold a position in any other year term expiring at the close of the Annual General Meeting to company in France that would prevent him from accepting this be called to approve the ﬁ nancial statements for the year ending directorship. 31 December 2019.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 27 PURPOSES AND TEXT OF THE RESOLUTIONS

SIXTH RESOLUTION EIGHTH RESOLUTION Re-election of Salvepar as a director, represented by Re-election of Miriam Maes as a director Vincent Favier Having considered the report of the Board of Directors, the Having considered the report of the Board of Directors, the shareholders re-elect Miriam Henrica (known as Miriam Maes) as shareholders re-elect Salvepar as a director, for a three-year term a director, for a three-year term expiring at the close of the Annual expiring at the close of the Annual General Meeting to be called to General Meeting to be called to approve the fi nancial statements approve the fi nancial statements for the year ending 31 December for the year ending 31 December 2019. 2019. Miriam Maes is a Dutch national and was born on 8 May 1956 Salvepar is a joint-stock company (société anonyme) with a share in Stramproy (the Netherlands). Her current address is 3-4 Braham capital of €59,657,192, whose registered offi ce is located at 32, Gardens SW5 OJQ London, the United Kingdom. rue de Monceau, 75008 Paris, France and which is registered in Miriam Maes has already agreed to be re-elected as a director, and Paris under number 552 004 327. It is represented on Assystem’s has declared that she does not hold a position in any other company Board of Directors by Vincent Favier, a French national born on in France that would prevent her from accepting this directorship. 18 July 1968 in Paris, whose current address is 6 rue Gounod, 75017 Paris, France. NINTH RESOLUTION Vincent Favier has already informed the Company that Salvepar agrees to be re-elected as a director and he has declared that Re-election of Virginie Calmels as a director he does not hold a position in any other company in France that Having considered the report of the Board of Directors, the would prevent him from acting as Salvepar’s representative on shareholders re-elect Virginie Calmels as a director, for a three- Assystem’s Board. year term expiring at the close of the Annual General Meeting to be called to approve the fi nancial statements for the year ending SEVENTH RESOLUTION 31 December 2019. Re-election of Gilbert Lehmann as a director Virginie Calmels is a French national and was born on 11 February 1971 in Talence (France). Her current address is 2 place du Général Having considered the report of the Board of Directors, the Koenig, 75017 Paris, France. shareholders re-elect Gilbert Lehmann as a director, for a three- year term expiring at the close of the Annual General Meeting to Virginie Calmels has already agreed to be re-elected as a director, be called to approve the fi nancial statements for the year ending and has declared that she does not hold a position in any other 31 December 2019. company in France that would prevent her from accepting this directorship. Gilbert Lehmann is a French national and was born on 28 September 1945 in Lyon (France). His current address is 5 rue Joseph Garnier, 75007 Paris, France. Gilbert Lehmann has already agreed to be re-elected as a director, and has declared that he does not hold a position in any other company in France that would prevent him from accepting this directorship.

28 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

TENTH RESOLUTION – RE-APPOINTMENT OF A STATUTORY AUDITOR Purpose In the tenth resolution, shareholders are asked to re-appoint Deloitte & Associés as a Statutory Auditor of the Company for a six-year term expiring at the close of the Annual General Meeting to be called to approve the ﬁ nancial statements for the year ending 31 December 2022.

Statutory Auditor Date ﬁ rst appointed Date last appointed Expiry date of current term Deloitte & Associés Represented by Albert Aidan Annual General Meeting held to approve the ﬁ nancial statements for the 185, avenue Charles-de-Gaulle – year ended 31 December 2016. BP 136 92200 Neuilly-sur-Seine, France 26 August 1999 12 May 2011 Renewal recommended at that meeting.

TENTH RESOLUTION Re-appoint Deloitte & Associés as a Statutory Auditor for a six- year term expiring at the close of the Annual General Meeting to Re-appointment of a Statutory Auditor be called to approve the ﬁ nancial statements for the year ending Having noted that the terms of ofﬁ ce of one of the Company’s 31 December 2022, Statutory Auditors (Deloitte & Associés) and one of its Substitute Resolve not to re-appoint BEAS as a Substitute Auditor, as since the Auditors (BEAS) are due to expire at the close of this Annual General introduction of French Act 2016-1691 dated 9 December 2016, a Meeting, based on the recommendation of the Board of Directors, Substitute Auditor is no longer required when the Statutory Auditor the shareholders, is not an individual or a sole trader.

ELEVENTH RESOLUTION – APPROVAL OF A RELATED-PARTY AGREEMENT Purpose Following the formation of HDL Development and its successful takeover bid for Assystem shares, two related-party agreements were signed:

● on 1 April 2014, HDL and HDL Development signed a services agreement in relation to HDL’s remuneration as Chair of HDL Development. In 2016, €200,000 was paid to HDL under this agreement;

● on 1 April 2014, HDL and HDL Development signed a services agreement under which HDL undertook to provide services to HDL Development involving strategy defi nition, management, organisation and oversight for the Assystem Group. At its 6 March 2015 meeting, Assystem’s Board of Directors authorised the signature of Rider 1 to the agreement between HDL Development and Assystem concerning the rebilling of these services (subject to the procedure applicable to related-party agreements). The Board of Directors authorised the signature of this Rider due to the importance of the strategic services provided under the agreement. The agreement between HDL and HDL Development – which was amended on 1 October 2014 and 29 April 2015 – provided for the payment of €348,000 in fi xed remuneration to HDL for 2016. In addition to this fi xed remuneration, HDL was entitled to variable remuneration representing up to €817,800, based on (i) Assystem’s consolidated EBITA (50% weighting) and (ii) Assystem’s free cash fl ow (50% weighting). The amount payable based on each of these criteria is determined by linear interpolation between a fl oor (i.e. the level below which the criterion is deemed not to have been met) and a cap (i.e. the level at which the criterion is deemed to have been fully met). The defi nitions of EBITA and free cash fl ow are as follows:

● EBITA corresponds to operating proﬁ t before share-based payment expense (free shares/performance shares and stock options), acquisition costs, capital gains and losses arising on business divestments, and non-recurring items (i.e. income and expenses related to unusual, atypical and infrequent events);

● free cash ﬂ ow corresponds to net cash generated from operating activities less capital expenditure, net of disposals and excluding cash generated by discontinued operations. The variable remuneration due to HDL under this agreement for 2016 amounted to €817,800.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 29 PURPOSES AND TEXT OF THE RESOLUTIONS

ELEVENTH RESOLUTION between HDL SAS and HDL Development SAS on 1 April 2014, namely: Approval of a related-party agreement ● fi xed remuneration of €348,000 for 2016; and Having considered the Statutory Auditors’ special report on related- ● variable remuneration of €817,800 for 2016, calculated based party agreements and commitments governed by Articles L. 225-38 on Assystem’s consolidated EBITA and free cash fl ow. et seq. of the French Commercial Code, the shareholders approve the amounts rebilled by HDL Development SAS to Assystem for services relating to strategy defi nition, management, organisation and oversight for the Assystem Group provided by HDL SAS on behalf of HDL Development SAS, under the same fi nancial terms and conditions as those specifi ed in the services agreement signed

TWELFTH AND THIRTEENTH RESOLUTIONS – VOTES ON THE REMUNERATION OF THE COMPANY’S EXECUTIVE OFFICERS FOR 2016 (SAY ON PAY VOTE PROVIDED FOR IN ARTICLE 26 OF THE NOVEMBER 2016 REVISED VERSION OF THE AFEP-MEDEF CODE) Purpose In Article 26 of the November 2016 revised version of the AFEP-MEDEF Code – which the Company uses as its corporate governance framework – it is recommended that at the Annual General Meeting, Boards of companies present the components of remuneration due or paid to each executive ofﬁ cer for the previous year, with this presentation followed by a shareholder vote. Consequently, in the twelfth and thirteenth resolutions, shareholders are invited to issue a favourable opinion on the components of the remuneration due or paid for 2016 to Dominique Louis (Chairman & CEO) and Philippe Chevallier (CFO & Deputy CEO), as set out in Chapter 2 of the 2016 Registration Document and summarised in the tables below.

SUMMARY TABLE OF THE COMPONENTS OF THE REMUNERATION DUE OR PAID TO DOMINIQUE LOUIS (CHAIRMAN & CEO) FOR 2016

Components of remuneration Amount (or value) due or paid for 2016 (in euros) Presentation and observations

Fixed remuneration €250,000 Dominique Louis’ annual gross ﬁ xed remuneration for 2016 comprises the remuneration paid by HDL for Dominique Louis’ role as HDL’s representative as the Chair of HDL Development (€200,000) and the remuneration paid by Assystem for his role as Chairman of the Board of Directors (€50,000). Dominique Louis does not receive any remuneration for his role as Assystem’s Chief Executive Ofﬁ cer.*

Annual variable remuneration None Dominique Louis did not receive any annual variable remuneration.*

Multi-annual or deferred variable None Dominique Louis did not receive any multi-annual or deferred variable remuneration. remuneration

Exceptional remuneration None Dominique Louis did not receive any exceptional remuneration.

Directors’ fees None Following the new governance structure approved by shareholders at the Annual General Meeting held on 22 May 2014, at its ﬁ rst meeting on 22 May 2014 the Board of Directors speciﬁ ed that only independent directors would be remunerated, which is not the case for Dominique Louis.

Stock options, performance None Dominique Louis did not receive any stock options, performance shares or any other shares and any other type of type of long-term remuneration. long-term remuneration

Value of beneﬁ ts in kind €3,600 Dominique Louis has the use of a company car.

Beneﬁ t payable on taking up N/A Dominique Louis has been Chairman & CEO since 22 May 2014. ofﬁ ce

Termination beneﬁ t None Dominique Louis would not be entitled to any termination beneﬁ t in the event of a forced departure from the Company.

Non-competition indemnity None Dominique Louis would not be entitled to any non-competition indemnity.

Supplementary pension plan None Dominique Louis is not a member of an Assystem supplementary pension plan.

Employment contract N/A Dominique Louis does not have an employment contract.

30 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

* Following the formation of HDL Development and its successful takeover bid for Assystem shares, two related-party agreements were signed:

● on 1 April 2014, HDL and HDL Development signed a services agreement in relation to HDL’s remuneration as Chair of HDL Development. In 2016, €200,000 was paid to HDL under this agreement;

● on 1 April 2014, HDL and HDL Development signed a services agreement under which HDL undertook to provide services to HDL Development involving strategy defi nition, management, organisation and oversight for the Assystem Group. At its 6 March 2015 meeting, the Board of Directors authorised the signature of Rider 1 to the agreement between HDL Development and Assystem concerning the rebilling of these services (subject to the procedure applicable to related-party agreements). The agreement between HDL and HDL Development – which was amended on 1 October 2014 and 29 April 2015 – provided for the payment of €348,000 in fi xed remuneration to HDL for 2016. In addition to this fi xed remuneration, HDL was entitled to variable remuneration representing up to €817,800, based on (i) Assystem’s consolidated EBITA (50% weighting) and (ii) Assystem’s free cash fl ow (50% weighting). The amount payable based on each of these criteria is determined by linear interpolation between a fl oor (i.e. the level below which the criterion is deemed not to have been met) and a cap (i.e. the level at which the criterion is deemed to have been fully met). The defi nitions of EBITA and free cash fl ow are as follows:

● Free cash ﬂ ow corresponds to net cash generated from operating activities less capital expenditure, net of disposals and excluding cash generated by discontinued operations. The variable remuneration due to HDL under this agreement amounted to €817,800 for 2016.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 31 PURPOSES AND TEXT OF THE RESOLUTIONS

SUMMARY TABLE OF THE COMPONENTS OF THE REMUNERATION DUE OR PAID TO PHILIPPE CHEVALLIER (CFO & DEPUTY CEO) FOR 2016

Components of remuneration Amount (or value) due or paid for 2016 (in euros) Presentation and observations

Fixed remuneration €315,000 Philippe Chevallier’s gross ﬁ xed remuneration was €288,750 in 2015. On 9 March 2016, the Board of Directors decided to set it up at €315,000.

Annual variable remuneration €300,000 Prior to 2016, Philippe Chevallier’s maximum gross annual variable remuneration was €260,000, contingent on the achievement of pre-deﬁ ned objectives. On 9 March 2016, the Board of Directors decided to set up the maximum amount of his gross annual variable remuneration at €300,000.

Multi-annual or deferred variable None Philippe Chevallier did not receive any multi-annual or deferred variable remuneration remuneration.

Exceptional remuneration None Philippe Chevallier did not receive any exceptional remuneration.

Directors’ fees N/A Philippe Chevallier is not a director.

Stock options, performance None Philippe Chevallier did not receive any stock options, performance shares or shares and any other type of any other type of long-term remuneration. long-term remuneration

Value of benefi ts in kind €16,996 The value of this benefi t in kind corresponds to a company car and executive offi cer unemployment insurance.

Beneﬁ t payable on taking up N/A Philippe Chevallier has been CFO & Deputy CEO since 5 June 2015. ofﬁ ce

Termination benefi t 500,000 On 9 March 2016, the Board agreed that if, for any reason, Philippe Chevallier’s term of offi ce as CFO & Deputy CEO were to be terminated by the Company before the Annual General Meeting to be held in 2020 to approve the 2019 fi nancial statements, then he would be entitled to a termination benefi t. The Board felt that this termination benefi t mechanism (which has been effective since 5 June 2015) was appropriate in view of the nature of Philippe Chevallier’s offi ce. Payment of the termination benefi t would, however, be subject to the following conditions: • the Statutory Auditors must have signed off on the consolidated fi nancial statements, without any reservations and within the legally prescribed timeframe, throughout Philippe Chevallier’s term of offi ce; • average ROCE (after tax) must amount to at least 6% for the three fi nancial years preceding his departure. The termination benefi t would not be payable in the event of gross negligence or wilful misconduct.

Non-competition indemnity None Philippe Chevallier would not be entitled to any non-competition indemnity.

Supplementary pension plan None Philippe Chevallier is not a member of an Assystem supplementary pension plan.

Employment contract N/A Philippe Chevallier does not have an employment contract.

Additional information on executive ofﬁ cers’ remuneration is provided in Chapter 2 of the 2016 Registration Document.

32 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

TWELFTH RESOLUTION THIRTEENTH RESOLUTION Vote on the components of remuneration due or paid Vote on the components of remuneration due or paid to Dominique Louis for 2016 to Philippe Chevallier for 2016 Having been consulted in accordance with the recommendation in Having been consulted in accordance with the recommendation in paragraph 26 of the November 2016 revised version of the AFEP- paragraph 26 of the November 2016 revised version of the AFEP- MEDEF Corporate Governance Code, which the Company uses MEDEF Corporate Governance Code, which the Company uses as its corporate governance framework, the shareholders issue a as its corporate governance framework, the shareholders issue a favourable opinion on the components of the remuneration due or favourable opinion on the components of the remuneration due or paid to Dominique Louis (Chairman & CEO) for 2016, as set out paid to Philippe Chevallier (CFO & Deputy CEO) for 2016, as set in Chapter 2 of the 2016 Registration Document. out in Chapter 2 of the 2016 Registration Document.

FOURTEENTH AND FIFTEENTH RESOLUTIONS – APPROVAL OF THE PRINCIPLES AND CRITERIA USED TO DETERMINE, ALLOCATE AND AWARD THE REMUNERATION AND BENEFITS OF EXECUTIVE OFFICERS FOR 2017 (FORWARD-LOOKING “SAY ON PAY” VOTE) Purpose In accordance with Article L. 225-37-2 of the French Commercial Code introduced by way of French Act 2016-1691 of 9 December 2016, at least once a year a resolution must be submitted at the Annual General Meeting concerning the principles and criteria used to determine, allocate and award the fi xed, variable and exceptional components of the total remuneration and benefi ts payable to the Chairman, Chief Executive Offi cer(s) and Deputy Chief Executive Offi cer(s). In the fourteenth and fi fteenth resolutions, shareholders are therefore invited to approve the principles and criteria used to determine, allocate and award the remuneration and benefi ts payable for 2017 to Dominique Louis (Chairman & CEO) and Philippe Chevallier (CFO & Deputy CEO), as presented in Chapter 2 of the 2016 Registration Document.

Principles and components of the remuneration and beneﬁ ts of executive ofﬁ cers for 2017 (forward- looking say on pay vote)

GENERAL PRINCIPLES APPLICABLE TO EXECUTIVE OFFICERS’ REMUNERATION The Board of Directors determines the general principles of the Company’s remuneration policy for executive ofﬁ cers, based on proposals issued by the Nominations and Remuneration Committee. This remuneration policy takes into account the following principles as set out in the AFEP-MEDEF Code, which the Company uses as its corporate governance framework:

● achieving a balanced structure: the Nominations and Remuneration Committee ensures that each remuneration package is in the Company’s interests and that the underlying reasons for its components are disclosed;

● ensuring that the remuneration is comprehensive, with all components of remuneration taken into account when setting the overall remuneration package;

● the Board of Directors and the Nominations and Remuneration Committee take care to ensure that the interests of the management team are aligned with those of the Company’s shareholders in order to encourage shared value creation;

● respecting the concept of comparability, which means that the Board and the Nominations and Remuneration Committee align executive offi cers’ remuneration packages with market practices, taking into account each offi cer’s specifi c roles and responsibilities, the work they actually carry out and their performance;

● creating a clear framework. This means that the Nominations and Remuneration Committee and the Board ensure that the rules are straightforward, consistent and transparent and that the performance criteria used correspond to the Company’s objectives and are clear, exacting and – wherever possible – cover a suitably long period;

● complying with the principle of proportionality, namely striking the right balance between the various remuneration components and taking into account the best interests of both the Company and its stakeholders, as well as market practices and the performance of the executive ofﬁ cers.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 33 PURPOSES AND TEXT OF THE RESOLUTIONS

STRUCTURE OF THE EXECUTIVE OFFICERS’ REMUNERATION PACKAGES FOR 2017 The remuneration packages of the Company’s executive offi cers comprise annual fi xed and variable remuneration, both of which are cash-settled (see below for details). Assystem’s executive offi cers do not receive any directors’ fees or other forms of remuneration for their duties carried out within the Company. As an exception to this general rule, the Chairman & CEO’s remuneration package is exclusively made up of fi xed remuneration. The structure of the executive offi cers’ remuneration packages is reviewed each year by the Board of Directors – which sets their various components based on the recommendations of the Nominations and Remuneration Committee – and is being submitted for shareholder approval at this Annual General Meeting in accordance with paragraph 2 of Article L. 225-37-2 of the French Commercial Code.

FIXED REMUNERATION Chairman & CEO – Dominique Louis Dominique Louis receives an annual amount of fi xed remuneration for his role as Chairman of Assystem’s Board of Directors, which is set by the Board of Directors based on recommendations issued by the Nominations and Remuneration Committee. The annual gross amount of this fi xed remuneration totalled €50,000 in 2016, unchanged since 2014. He does not receive any specifi c remuneration for his duties as Chief Executive Offi cer. For the purposes of completeness, it should be noted that: (i) HDL, represented by Dominique Louis, receives gross annual remuneration of €200,000 in its capacity as Chair of HDL Development; (ii) on 1 April 2014, HDL and HDL Development signed a services agreement under which HDL undertook to provide services to HDL Development involving strategy defi nition, management, organisation and oversight for the Assystem Group. This agreement was amended on 1 October 2014 and 29 April 2015. HDL’s fi xed remuneration under the agreement has been set at €348,000 for 2017. If a new Chairman & CEO were to be appointed or if these two positions were to be separated and a new Chief Executive Offi cer or Chairman of the Board of Directors appointed, the remuneration principles described below in relation to the CFO & Deputy CEO would apply temporarily until a new remuneration policy was approved by the shareholders in accordance with the applicable legislation. CFO & Deputy CEO – Philippe Chevallier At its meeting on 7 March 2017, the Board of Directors decided that Philippe Chevallier’s fi xed remuneration for his role as CFO & Deputy CEO would remain unchanged at a gross annual amount of €315,000. If one or more new Deputy CEOs were to be appointed the principles applicable to the CFO & Deputy CEO would apply for determining their remuneration policy, although the amount could vary depending on the profi le, experience and level of responsibility of the new executive offi cer.

VARIABLE REMUNERATION Chairman & CEO – Dominique Louis Dominique Louis does not receive any variable remuneration for his role as Chairman of the Board of Directors or Chief Executive Offi cer. For the purposes of completeness, it should be noted that on 1 April 2014, HDL and HDL Development signed a services agreement under which HDL undertook to provide services to HDL Development involving strategy defi nition, management, organisation and oversight for the Assystem Group. This agreement provides for the payment of variable remuneration for 2017 representing up to €817,800, based on (i) Assystem’s consolidated EBITA (75% weighting) and (ii) Assystem’s free cash fl ow (25% weighting). The amount payable based on each of these criteria will be determined by linear interpolation between a fl oor (i.e. the level below which the criterion is deemed not to have been met) and a cap (i.e. the level at which the criterion is deemed to have been fully met). The defi nitions of EBITA and free cash fl ow are as follows:

● free cash ﬂ ow corresponds to net cash generated from operating activities less capital expenditure, net of disposals and excluding cash generated by discontinued operations.

34 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

Based on the recommendation of the Nominations and Remuneration Committee, at its 7 March 2017 meeting the Board considered that these were appropriate criteria for assessing the Company’s performance. EBITA is a key indicator of the Group’s profi tability as it can be used to assess operating performance without taking into account the effect of non-recurring events or the fi nancing methods chosen by the Company. Free cash fl ow measures Assystem’s capacity to transform its operating profi tability into cash generation. In addition, both EBITA and free cash fl ow are criteria that are familiar to and tracked by analysts and investors. The fl oors and caps set for each of the criteria cannot be disclosed as they are strategically and fi nancially sensitive. CFO & Deputy CEO – Philippe Chevallier Philippe Chevallier receives annual gross variable remuneration of up to €300,000, depending on the achievement of objectives set each year. His variable remuneration for 2017 is based on (i) Assystem’s consolidated EBITA (75% weighting) and (ii) Assystem’s free cash fl ow (25% weighting). The amount payable based on each of these criteria will be determined by linear interpolation between a fl oor (i.e. the level below which the criterion is deemed not to have been met) and a cap (i.e. the level at which the criterion is deemed to have been fully met). The defi nitions of EBITA and free cash fl ow are provided above. The Board of Directors has decided that if a new executive offi cer were to be appointed, these same principles would apply to the variable remuneration of the person concerned. If the new executive offi cer was appointed during the second half of a given year, the Board of Directors may assess his or her performance on a discretionary basis.

LONG-TERM AND EXCEPTIONAL REMUNERATION None of Assystem’s executive offi cers receive any remuneration classifi ed as “long-term”, such as performance shares. In certain highly specifi c circumstances and in accordance with the principles set out in the AFEP-MEDEF Code, the Board may grant exceptional remuneration to any current or newly-appointed executive offi cers. The payment of any such exceptional remuneration would be subject to shareholder approval, as required under Article L. 225-100 of the French Commercial Code.

DIRECTORS’ FEES None of Assystem’s executive ofﬁ cers receive any directors’ fees.

REMUNERATION RELATED TO THE TERMINATION OF EXECUTIVE OFFICERS’ DUTIES

● Non-competition indemnity None of the Company’s executive ofﬁ cers are entitled to an indemnity under a non-competition clause.

● Termination benefi t Dominique Louis Dominique Louis would not be entitled to any termination benefi t in the event of a forced departure from the Company. Philippe Chevallier On 9 March 2016, the Board agreed that if, for any reason, Philippe Chevallier’s term of offi ce as CFO & Deputy CEO were to be terminated by the Company before the Annual General Meeting to be held in 2020 to approve the 2019 fi nancial statements, then he would be entitled to a termination benefi t of €500,000. The Board felt that this termination benefi t mechanism (which has been effective since 5 June 2015) was appropriate in view of the nature of Philippe Chevallier’s offi ce. Payment of the termination benefi t would, however, be subject to the following conditions:

● the Statutory Auditors must have signed off on the consolidated ﬁ nancial statements, without any reservations and within the legally prescribed timeframe, throughout Philippe Chevallier’s term of ofﬁ ce;

● average ROCE (after tax) must amount to at least 6% for the three ﬁ nancial years preceding his departure. The termination beneﬁ t would not be payable in the event of gross negligence or wilful misconduct.

EMPLOYMENT CONTRACT None of Assystem’s executive ofﬁ cers have an employment contract. Philippe Chevallier’s employment contract was terminated on 5 June 2015 when he took up his position as CFO & Deputy CEO.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 35 PURPOSES AND TEXT OF THE RESOLUTIONS

BENEFITS IN KIND In accordance with the overall remuneration policy applicable to executive offi cers, Dominique Louis and Philippe Chevallier have the use of a company car, which corresponds to a benefi t in kind. Philippe Chevallier is also covered by an executive offi cers’ unemployment insurance policy.

SUPPLEMENTARY PENSION PLAN None of the executive ofﬁ cers are covered by a supplementary pension plan in connection with their ofﬁ ce.

FOURTEENTH RESOLUTION FIFTEENTH RESOLUTION Approval of the principles and criteria used to Approval of the principles and criteria used to determine, allocate and award the fi xed, variable and determine, allocate and award the fi xed, variable and exceptional components of the total compensation exceptional components of the total compensation and benefi ts payable to Dominique Louis for 2017 in and benefi ts payable to Philippe Chevallier for 2017 his capacity as Chairman & CEO in his capacity as CFO & Deputy CEO Having considered the report drawn up in accordance with Having considered the report drawn up in accordance with Article L. 225-37-2 of the French Commercial Code appended Article L. 225-37-2 of the French Commercial Code appended to the Board of Directors’ management report, the shareholders to the Board of Directors’ management report, the shareholders approve the principles and criteria used to determine, allocate and approve the principles and criteria used to determine, allocate and award the fi xed, variable and exceptional components of the total award the fi xed, variable and exceptional components of the total compensation and benefi ts payable to Dominique Louis for 2017 compensation and benefi ts payable to Philippe Chevallier for 2017 in his capacity as Chairman & CEO, as presented in said report. in his capacity as CFO & Deputy CEO, as presented in said report.

SIXTEENTH RESOLUTION – SETTING DIRECTORS’ FEES FOR 2017 Purpose In the sixteenth resolution, the Board is asking shareholders to set the annual aggregate amount of directors’ fees for 2017 at €215,000. This new amount takes into consideration the fact that a director representing employees will be appointed to the Board within six months of this Annual General Meeting. Further information on directors’ fees can be found in:

● Chapter 2 of the 2016 Registration Document; and

● the thirty-ﬁ rst resolution of this Annual General Meeting (see page 53 of this Notice of Meeting).

SIXTEENTH RESOLUTION Setting directors’ fees for 2017 Based on the recommendation of the Board of Directors, the shareholders set the aggregate amount of directors’ fees for 2017 at €215,000.

36 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

SEVENTEENTH RESOLUTION – SHARE BUYBACK PROGRAMME Purpose In the seventeenth resolution, shareholders are invited to renew, for an 18-month period, the authorisation for the Board of Directors to buy back Assystem shares on behalf of the Company, either directly or indirectly, for a maximum purchase price of €40 per share. The total amount that could be invested in this share buyback programme would be €35 million and the shares bought back could not exceed 10% of the Company’s capital. The objectives of the share buyback programme are listed in the seventeenth resolution below and also in the description of the programme which was available on the Company’s website prior to the Annual General Meeting. This new authorisation would supersede the authorisation previously granted for the same purpose.

SEVENTEENTH RESOLUTION ● for subsequent cancellation, subject to the adoption of and the conditions set out in the eighteenth resolution below; or Authorisation for the Board of Directors to carry out a share buyback programme ● more generally, for any purpose authorised by law or any market practice that may be permitted by the market authorities, provided Having considered the report of the Board of Directors, the that in such a case the Company notiﬁ es its shareholders by way shareholders, of a press release. Grant the Board of Directors an authorisation – which may be Set the maximum per-share purchase price (excluding fees and delegated as provided for by law – to buy back Assystem shares on transaction costs) at €40 and the maximum amount that the Company behalf of the Company, either directly or indirectly, in accordance may invest in the share buyback programme at €35,000,000. The with Articles L. 225-209 et seq. of the French Commercial Code maximum per-share purchase price may, however, be adjusted in and market practices approved by the French securities regulator order to take into account any corporate actions carried out while (Autorité des Marchés Financiers – AMF), this authorisation is in force (including a bonus share issue paid Resolve that under this share buyback programme, shares may up by capitalising reserves or a stock-split or reverse stock-split), be purchased, sold or otherwise transferred by any method in Resolve that the number of shares purchased under the buyback accordance with the applicable stock market regulations and market programme may not exceed 10% of the total number of shares practices approved by the AMF, and notably: making up the Company’s capital at any given time (as adjusted for

● through public offers of purchase or exchange; any corporate actions carried out subsequent to this Meeting). When shares are bought back to maintain the liquidity of the Company’s ● through the use of options or other forward fi nancial instruments shares in compliance with the AMF’s General Regulations, the traded via regulated markets, multilateral trading facilities, number of shares taken into account to calculate this 10% ceiling systematic internalisers or over the counter, through the allocation will correspond to the number of shares purchased less the number of shares on conversion, redemption exchange or exercise of of shares sold during the period covered by this authorisation. In securities carrying rights to the Company’s shares, or by any other addition, the number of shares purchased for subsequent delivery method, either directly or via an investment services provider; as payment or in exchange for shares in another company in ● through block trades (without limitation) or via multilateral trading connection with a merger, demerger or asset transfer may not facilities or systematic internalisers. represent more than 5% of the total number of shares making up Resolve that the shares purchased under the buyback programme the Company’s capital, may be used for the following purposes: Give full powers to the Board of Directors – which may be delegated ● to maintain the liquidity of the Company’s shares under a liquidity as provided for by law – to use this authorisation, and notably contract entered into with an investment services provider that to (i) judge the timing of the buyback programme and set the complies with a Code of Conduct recognised by the AMF; applicable terms and conditions, (ii) place any and all buy and ● to honour obligations associated with stock option and/or free sell orders, (iii) sign any sale or transfer deeds, (iv) enter into share/performance share plans, employee savings schemes or any and all agreements, including liquidity contracts and option other share allotments made to employees and offi cers of the contracts, (v) allocate the purchased shares to the various specifi ed Company or related companies; purposes, (vi) carry out any and all fi lings with the AMF and any other organisation, and (vii) generally do whatever is necessary. ● for allocation on exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisable This authorisation is given for a period of 18 months as from the for the Company’s shares; date of this Meeting and supersedes the unused portion of any

● to be held and subsequently used in exchange or as payment authorisation previously granted to the Board of Directors for the in connection with external growth transactions, in accordance same purpose. with market practices approved by the AMF;

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 37 PURPOSES AND TEXT OF THE RESOLUTIONS

EXTRAORDINARY RESOLUTIONS

SUMMARY TABLE OF AUTHORISATIONS SOUGHT

Authorisation Ceiling Duration (expiry date)

To reduce the Company’s capital through the cancellation Cancellation capped at 10% of the shares making 18 months of shares purchased under share buyback programmes. up the Company’s share capital at the transaction (up to 16/11/2018) (Eighteenth resolution) date

To increase the Company’s capital through the issuance Maximum nominal amount of capital increase(s): 26 months of shares and/or securities carrying rights to shares, €10,000,000 (up to 16/07/2019) with pre-emptive subscription rights. (Nineteenth resolution)

To increase the Company’s capital through the issuance Maximum nominal amount of capital increase(s): 26 months of shares and/or securities carrying rights to shares, €7,000,000 (up to 16/07/2019) without pre-emptive subscription rights. (Twentieth resolution)

To increase the Company’s capital through the issuance Maximum nominal amount of capital increase(s): 26 months of shares and/or securities carrying rights to shares, without €2,000,000 (up to 16/07/2019) pre-emptive subscription rights, by way of a private placement. (Twenty-first resolution)

To set the issue price for issues of shares and/or securities 10% of the Company’s share capital per 12-month 26 months carrying rights to shares carried out without pre-emptive period, and subject to the ceilings provided for at (up to 16/07/2019) subscription rights, subject to a ceiling of 10% of the the AGM Company’s capital as well as the ceilings provided for at the AGM. (Twenty-second resolution)

To increase the amount of issues carried out with or without Up to 15% of the original issue 26 months pre-emptive subscription rights pursuant to the 19th to 21st (up to 16/07/2019) resolutions. (Twenty-third resolution)

To set a blanket ceiling for the overall amount by which the Maximum aggregate nominal amount of capital 26 months Company’s capital may be increased (pursuant to the 19th, increases: €10,000,000 (up to 16/07/2019) 20th, 21st and 23rd resolutions). Maximum aggregate nominal amount of issues of Twenty-fourth resolution debt securities: €100,000,000

To increase the Company’s capital by capitalising share Maximum nominal amount of capital increase(s): 26 months premiums, reserves, proﬁ t or other eligible items. €20,000,000 (up to 16/07/2019) (Twenty-fifth resolution)

To award free shares/performance shares (existing or 3% increase in the nominal amount of the 38 months newly-issued shares). Company’s capital at the award date (up to 16/07/2020) (Twenty-sixth resolution)

To issue stock options and BSAAR or BSA stock warrants Stock options: €666,546, representing a 18 months (without pre-emptive subscription rights) to employees maximum total of 666,546 shares, i.e. 3% of the (up to 16/11/2018) and ofﬁ cers of the Company and its subsidiaries. Company’s capital (Twenty-seventh and twenty-eighth resolutions) BSAAR or BSA: €666,546, representing a maximum total of 666,546 shares, i.e. 3% of the Company’s capital

To set a blanket ceiling on the amount of the issues carried Ceiling: Same period as that in out pursuant to the 26th to 28th resolutions. 1,999,638 shares the resolution concerned (Twenty-ninth resolution)

To increase the Company’s capital through the issuance of Maximum nominal amount of 1% of the Company’s 26 months shares and/or securities carrying rights to shares for members capital at the issue date (up to 16/07/2019) of a Company or Group savings plan (Thirtieth resolution)

38 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

All of the extraordinary resolutions below are subject to the quorum and majority conditions required for Extraordinary General Meetings.

EIGHTEENTH RESOLUTION – REDUCING THE COMPANY’S CAPITAL BY CANCELLING TREASURY SHARES Purpose At the 24 May 2016 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 treasury 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 – which has not been used – was 10% of the Company’s capital. In the eighteenth 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).

EIGHTEENTH RESOLUTION share premium account or any other available reserves, including the legal reserve, provided that the legal reserve is not reduced to Authorisation for the Board of Directors to reduce below 10% of the Company’s capital after the capital reduction, the Company’s capital by cancelling treasury shares Grant the Board of Directors full powers – which may be delegated Having considered the reports of the Board of Directors and the as provided for by law – to carry out the capital reduction(s) by Statutory Auditors, and subject to the adoption of the seventeenth cancelling shares, and notably to (i) determine the amount and terms resolution above, the shareholders, and conditions of the capital reduction(s), (ii) place on record the Authorise the Board of Directors, in accordance with Article L. 225- capital reduction(s), (iii) charge the difference between the carrying 209 of the French Commercial Code, to cancel, on one or more amount of the cancelled shares and their par value against the occasions, all or some of the treasury shares bought back by the share premium account or any other available reserves, (iv) more Company, and to reduce the Company’s capital accordingly. The generally, undertake any and all actions, formalities and ﬁ lings total number of shares cancelled in any 24-month period may not required to complete the capital reduction(s) carried out pursuant represent more than 10% of the Company’s capital, as adjusted, to this authorisation, and (iv) amend the Company’s Articles of where necessary, for any corporate actions carried out subsequent Association to reﬂ ect the new capital. to this meeting, This authorisation is given for a period of 18 months as from the Resolve that any difference between the buyback price and the date of this meeting and supersedes any authorisation previously par value of the cancelled shares will be charged against the granted for the same purpose.

NINETEENTH RESOLUTION – INCREASING THE COMPANY’S CAPITAL BY ISSUING ORDINARY SHARES AND/OR SECURITIES CARRYING RIGHTS TO SHARES, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS Purpose In order to ﬁ nance the Group’s expansion capital expenditure, at the 24 May 2016 Annual General Meeting the shareholders authorised the Board of Directors to increase the Company’s capital by a maximum nominal amount of €10,000,000, corresponding to approximately 50% of the total outstanding capital at 31 December 2015. This authorisation, which was given for a 26-month period, has not been used. In the nineteenth 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 €10,000,000, corresponding to approximately 50% of the total outstanding capital at 31 December 2016, through the issuance, on one or more occasions, of ordinary shares and/or securities carrying rights to shares. Existing shareholders would have a pre-emptive right 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.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 39 PURPOSES AND TEXT OF THE RESOLUTIONS

NINETEENTH RESOLUTION ● is included in the blanket ceiling set in the twenty-fourth resolution below; and Authorisation for the Board of Directors to increase the Company’s capital, on an immediate or deferred ● is separate to and does not include the amount of any debt basis, by issuing ordinary shares and/or equity securities referred to in Articles L. 228-40, L. 228-36-A and securities carrying rights to other equity securities of paragraph 3 of Article L. 228-92 of the French Commercial the Company or to the allocation of debt securities, Code whose issue may be decided or authorised by the Board and/or securities carrying rights to new shares, of Directors in accordance with either (i) the conditions provided with pre-emptive subscription rights for existing for in Article L. 228-40 of said Code, or (ii) the conditions shareholders determined by the Company in compliance with Article L. 228- 36-A of said Code, Having considered the reports of the Board of Directors and the Resolve that the shareholders will have a pre-emptive right to Statutory Auditors, in accordance with Articles L. 225-129-2, subscribe for the ordinary shares and other securities issued pursuant L. 225-129-4, L. 225-134, L. 228-92 and L. 228-93 of the French to this resolution, which may be exercised in accordance with the Commercial Code, the shareholders, applicable laws and regulations, Grant the Board of Directors an authorisation – which may be Resolve that if certain shareholders elect not to exercise this right, the delegated as provided for by law – to increase the Company’s Board of Directors may offer the unsubscribed securities to the other capital by issuing, on one or more occasions, (i) ordinary shares shareholders, with each shareholder having the right to acquire the of the Company, and/or (ii) equity securities carrying rights to number of securities applied for unless the issue is oversubscribed, in other equity securities of the Company or to the allocation of which case the securities will be allocated pro rata to shareholders’ debt securities, and/or (iii) securities (including any and all debt existing interests. If any issue is not taken up in full by shareholders securities) carrying rights to new shares of the Company or of any exercising their above-mentioned pre-emptive rights, the Board of entity that directly or indirectly owns over half of the Company’s Directors may take one or more of the following courses of action, capital or in which the Company directly or indirectly owns over in the order of its choice: half of the capital. The Board of Directors or its duly authorised representative will have full discretionary powers to determine the ● limit the amount of the issue to the subscriptions received, provided amount and timing of such issue(s), which may be carried out that at least three-quarters of the issue is taken up; in France or abroad and may be denominated in euros, foreign ● freely allocate all or some of the unsubscribed securities; currency or any monetary unit determined by reference to a basket ● offer all or some of the unsubscribed securities for subscription of currencies as decided by the Board of Directors. The issue(s) may on the open market, be paid up either in cash or by capitalising receivables, Resolve that if warrants to subscribe for the Company’s shares Expressly note that this authorisation may not be used to issue are issued they may be offered for cash subscription or allocated preference shares, among holders of existing shares without consideration. In the latter Resolve that the aggregate nominal amount of any capital increase(s) case, the Board of Directors will have full discretionary powers to carried out pursuant to this authorisation – directly and/or on decide that rights to fractions of warrants will be non-transferable exercise of rights to shares – may not exceed €10,000,000 (or and non-tradable and that the corresponding warrants will be sold, the equivalent of this amount for issues denominated in foreign Note that this authorisation automatically entails the waiver by currency) (representing approximately 50% of the Company’s share shareholders of their pre-emptive rights to subscribe for any shares capital), it being speciﬁ ed that: to be issued on exercise of the rights to shares attached to any ● this ceiling is included in the blanket ceiling set in the twenty-fourth securities issued in accordance with this resolution, resolution below; and Resolve that the Board of Directors will have full powers to use ● these ceilings do not include the par value of any additional this authorisation and notably (but not exclusively) to determine (i) shares that may be issued to protect, in accordance with the the timing and other terms of the issue(s), including the type and applicable laws and any contractual stipulations, the rights of characteristics of the securities to be issued (either with or without existing holders of securities and other instruments carrying rights a premium), (ii) the amounts of the issue(s), (iii) the cum-rights date to the Company’s shares, (which may be retroactive) of the issued securities and the method Resolve that the maximum aggregate nominal amount of debt by which they will be paid up, (iv) the exercise period and exercise securities that may be issued pursuant to this authorisation is price of any rights attached to the issued securities and the terms €100,000,000 (or the equivalent of this amount for issues and conditions for exercising the rights attached to shares and/or denominated in foreign currency), it being speciﬁ ed that this ceiling: securities carrying rights to shares (i.e. any exchange, conversion, redemption or allocation rights), all within the limits provided for ● does not include any above-par redemption premiums; in this resolution,

40 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

Resolve that the Board of Directors will have full powers – which ● decide on and make any adjustments required in accordance may be delegated – to implement this resolution and to carry out with the applicable laws and regulations and any contractual the above-described issue(s), on one or several occasions and at the stipulations in order to protect the rights of holders of securities times and in the amounts it deems appropriate, as well as to suspend and other instruments carrying rights to the Company’s shares; any issue where appropriate, enter into any and all agreements in ● take all necessary measures and carry out all the requisite order to complete the planned issue(s), place on record the capital formalities for listing the issued securities on Euronext Paris or increase(s) resulting from each issue, amend the Company’s Articles any other market on which the Company’s shares are listed at of Association to reﬂ ect the new share capital, and more generally: that time, ● determine, in accordance with the applicable laws, the terms Note that if the Board of Directors uses this authorisation, it will report and conditions for making any adjustments to the rights to the thereon at the following Annual General Meeting in accordance Company’s shares attached to the securities issued pursuant to with the applicable laws and regulations, this resolution; Resolve that this authorisation is given for a period of 26 months ● suspend, where appropriate, the rights attached to the securities as from the date of this meeting and supersedes any authorisation for a period not exceeding three months; previously granted for the same purpose. ● make any deductions from the share premium account, particularly for issuance costs;

TWENTIETH RESOLUTION – INCREASING THE COMPANY’S CAPITAL BY ISSUING ORDINARY SHARES AND/ OR SECURITIES CARRYING RIGHTS TO SHARES, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS Purpose In order to ﬁ nance the Group’s expansion capital expenditure, at the 24 May 2016 Annual General Meeting the shareholders authorised the Board of Directors to increase the Company’s capital by a maximum nominal amount of €7,000,000. This authorisation, which was given for a 26-month period, has not been used. In the twentieth 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 €7,000,000, through the issuance, on one or more occasions, of ordinary shares and/or securities carrying rights to shares. Existing shareholders would not have a pre-emptive right to subscribe for the securities issued pursuant to this resolution. This authorisation would be valid for a period of 26 months.

TWENTIETH RESOLUTION unit determined by reference to a basket of currencies. Except for differences in cum-rights dates any new shares issued pursuant to this Authorisation for the Board of Directors to increase resolution will rank pari passu with existing shares. This authorisation the Company’s capital, on an immediate or deferred may notable be used to issue ordinary shares or securities carrying basis, by issuing ordinary shares and/or equity rights to ordinary shares as payment for securities tendered to the securities carrying rights to other equity securities of Company as part of a public exchange offer that complies with the the Company or to the allocation of debt securities conditions set out in Article L. 225-148 of the French Commercial and/or securities carrying rights to new shares, by Code (including an offer for securities issued by the Company), way of a public offer, without pre-emptive subscription rights for existing shareholders Expressly note that this authorisation may not be used to issue preference shares, Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with Articles L. 225-129 to Resolve that the securities issued pursuant to this authorisation L. 225-129-6, L. 225-135 et seq. of the French Commercial Code may consist of debt securities, or may be issued jointly with debt and notably Articles L. 225-136, L. 225-148, L. 228-91 and securities, or else allow the issue thereof as intermediate securities, L. 228-92, the shareholders, Resolve to waive shareholders’ pre-emptive rights to subscribe for Grant the Board of Directors an authorisation – which may be the ordinary shares and/or other securities to be issued pursuant delegated as provided for by law – to increase the Company’s to this authorisation. However, the Board of Directors may offer capital by issuing, on one or more occasions, by way of a public existing shareholders a priority right to subscribe for all or part offer, (i) ordinary shares of the Company, and/or (ii) equity securities of any issue, for a speciﬁ ed period and subject to terms and carrying rights to other equity securities of the Company or to the conditions to be set by the Board pursuant to Article L. 225-135 of allocation of debt securities, and/or (iii) securities (including any and the French Commercial Code. This priority subscription right will not all debt securities) carrying rights to new shares of the Company. be transferable or tradable and will be exercisable in proportion to The Board of Directors or its duly authorised representative will shareholders’ existing interests. If certain shareholders elect not to have full discretionary powers to determine the amount and timing exercise this right, the Board may offer the unsubscribed securities of such issue(s), which may be carried out in France or abroad and to the other shareholders, may be denominated in euros, foreign currency or any monetary

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 41 PURPOSES AND TEXT OF THE RESOLUTIONS

Note that this authorisation automatically entails the waiver by days preceding the pricing date, less the legally authorised discount shareholders of their pre-emptive rights to subscribe for any shares (currently 5%) and adjusted for any differences in the cum-rights to be issued on exercise of the rights to shares attached to any dates of the new shares. The issue price of securities carrying rights securities issued in accordance with this resolution, 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 Resolve that the aggregate nominal amount of any capital increase(s) conversion, exchange, redemption or exercise of said rights is, for carried out pursuant to this authorisation – directly and/or on each share issued, at least equal to the issue price deﬁ ned above, exercise of rights to shares – may not exceed €7,000,000. This ceiling does not include the par value of any additional shares that Resolve that the Board of Directors will have full powers – which may be issued to protect, in accordance with the applicable laws may be delegated as provided for by law – to use this authorisation and any contractual stipulations, the rights of holders of securities in accordance with the conditions set by law and the Company’s and other instruments carrying rights to the Company’s shares, Articles of Association, and notably to: Resolve that the above ceiling is included in the blanket ceiling set ● determine the timing and other terms of the issue(s), including the in the twenty-fourth resolution below, type and characteristics of the securities to be issued (either with or without a premium); Resolve that the aggregate nominal amount of debt securities that may be issued pursuant to this authorisation may not exceed ● set (i) the amounts of the issue(s), (ii) the cum-rights date (which €100,000,000 (or the equivalent of this amount for issues may be retroactive) of the issued securities and the method by denominated in foreign currency), it being speciﬁ ed that this ceiling: which they will be paid up, and (iii) the terms and conditions for exercising the rights attached to shares and/or securities carrying ● does not include any above-par redemption premiums; rights to shares (i.e. any exchange, conversion, redemption or ● is included in the blanket ceiling set in the twenty-fourth resolution allocation rights); below; and ● decide on and make any adjustments required in accordance ● is separate to and does not include the amount of any debt securities with the applicable laws and regulations and any contractual referred to in Articles L. 228-40, L. 228-36-A and paragraph 3 of stipulations in order to protect the rights of holders of securities Article L. 228-92 of the French Commercial Code whose issue may and other instruments carrying rights to the Company’s shares; be decided or authorised by the Board of Directors in accordance ● suspend, where appropriate, the rights attached to the securities with either (i) the conditions provided for in Article L. 228-40 of for a period not exceeding three months; said Code or (ii) the conditions determined by the Company in compliance with Article L. 228-36-A of said Code, ● in the case of securities issued as payment for securities of another company tendered as part of a public exchange offer: 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, ● prepare the list of securities tendered to the offer, take one or more of the following courses of action provided for in ● set the terms and conditions of issue, the exchange ratio and Article L. 225-134 of the French Commercial Code: any balance to be paid in cash, without applying the pricing

● limit the amount of the issue to the subscriptions received, provided method described in this resolution, that at least three-quarters of the issue is taken up; ● determine how the securities will be issued, and

● freely allocate all or some of the unsubscribed securities among ● more generally, take all necessary measures, enter into any the investors of its choice; and all agreements, and apply for the admission to trading of

● offer all or some of the unsubscribed securities on the open market the securities issued pursuant to this resolution, in France and/or abroad, Resolve that the Board of Directors may:

Resolve that the issue price of the shares and other securities that ● at its sole discretion, and when it deems appropriate, charge the may be issued pursuant to this resolution will be set by the Board of costs and fees resulting from the capital increase(s) carried out in Directors in accordance with Article L. 225-136 (paragraph 1) and accordance with this resolution against the related premiums and Article R. 225-119 of the French Commercial Code. For information deduct from said premiums the amounts necessary to increase purposes, as at the date of this meeting, in accordance with the the legal reserve to 10% of the new capital after each operation;

applicable legislation, the issue price of shares issued pursuant to ● take any and all decisions relating to the admission to trading of this resolution must correspond to at least the weighted average of the issued securities on Euronext Paris; and the prices quoted for the Company’s shares over the three trading

42 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

● more generally, take all necessary measures, enter into any Resolve that this authorisation is given for a period of 26 months commitments and carry out any formalities required for the as from the date of this meeting and supersedes any authorisation successful completion of the issue(s) and the resulting capital previously granted for the same purpose. increase(s), and amend the Company’s Articles of Association to reﬂ ect the new capital,

TWENTY-FIRST RESOLUTION – INCREASING THE COMPANY’S CAPITAL BY ISSUING ORDINARY SHARES OR SECURITIES CARRYING RIGHTS TO SHARES, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS FOR EXISTING SHAREHOLDERS, BY WAY OF A PRIVATE PLACEMENT Purpose In order to fi nance the Group’s expansion capital expenditure, at the 24 May 2016 Annual General Meeting the shareholders authorised the Board of Directors to increase the Company’s capital by a maximum nominal amount of €2,000,000 by way of a private placement. This authorisation, which was given for a 26-month period, has not been used. In the twenty-fi rst 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 €2,000,000, through the issuance, on one or more occasions, of ordinary shares and/or securities carrying rights to shares, without pre-emptive rights for existing shareholders, by way of a private placement (i.e. an offer to qualifi ed investors or a restricted group of investors). This authorisation would be valid for a period of 26 months.

TWENTY-FIRST RESOLUTION currency or any monetary unit determined by reference to a basket of currencies as decided by the Board of Directors. The issue(s) may Authorisation for the Board of Directors to increase be paid up either in cash or by capitalising receivables, the Company’s capital, on an immediate or deferred basis, by issuing ordinary shares and/or equity Expressly note that this authorisation may not be used to issue securities carrying rights to other equity securities of preference shares, the Company or to the allocation of debt securities, Resolve that the issue(s) carried out pursuant to this resolution may and/or securities carrying rights to new shares, form part of a private placement as defi ned in paragraph II of Article without pre-emptive subscription rights for existing L. 411-2 of the French Monetary and Financial Code (i.e. an offer shareholders, by way of a private placement as to qualifi ed investors or a restricted group of investors), defi ned in paragraph II of Article L. 411-2 of the Resolve that the aggregate nominal amount of any capital increases French Monetary and Financial Code carried out pursuant to this authorisation – immediately and/or on Having considered the reports of the Board of Directors and the exercise of rights to shares – may not exceed either (i) €2,000,000, Statutory Auditors, in accordance with Articles L. 225-129, L. 225- or (ii) the ceiling provided for in the laws and regulations in force at 129-2, L. 225-129-4, L. 225-135, L. 225-136 and L. 228-91 the date of the issue(s). For information purposes, as at the date of et seq. of the French Commercial Code and paragraph II of this meeting, issues of equity securities carried out accordance with Article L. 411-2 of the French Monetary and Financial Code, the Article L. 411-2-II of the French Monetary and Financial Code may shareholders, not exceed 20% of the Company’s capital in any given 12-month Grant the Board of Directors an authorisation – which may be period, based on the amount of the capital at the date of the Board’s delegated as provided for by law – to increase the Company’s decision to carry out the issue(s). Neither of these ceilings include capital by issuing, on one or more occasions and without pre- the par value of any additional shares to be issued pursuant to the emptive subscription rights for existing shareholders, (i) ordinary applicable laws and any contractual stipulations to protect the rights shares of the Company, and/or (ii) or equity securities carrying of existing holders of securities and other instruments carrying rights rights to other equity securities of the Company or to the allocation to the Company’s shares, of debt securities, and/or (iii) securities (including any and all debt Resolve that the aggregate nominal amount of any capital increases securities) carrying rights to new shares of the Company or of any carried out pursuant to this resolution will be included in the blanket entity that directly or indirectly owns over half of the Company’s ceiling set in the twenty-fourth resolution below, capital or in which the Company directly or indirectly owns over Resolve that the aggregate nominal amount of debt securities half of the capital. The Board of Directors or its duly authorised that may be issued pursuant to this authorisation may not exceed representative will have full discretionary powers to determine the €100,000,000, it being specifi ed that this ceiling: amount and timing of such issue(s), which may be carried out in France or abroad and may be denominated in euros, foreign ● does not include any above-par redemption premiums;

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● is included in the blanket ceiling set in the twenty-fourth resolution Resolve that the Board of Directors will have full powers – which below; and may be delegated as provided for by law – to use this authorisation

● is separate to and does not include the amount of any debt in accordance with the conditions set by law and the Company’s securities referred to in Articles L. 228-40, L. 228-36-A and Articles of Association, and notably to: paragraph 3 of Article L. 228-92 of the French Commercial ● determine the dates and other terms and conditions of the issue(s), Code whose issue may be decided or authorised by the Board of including the type and characteristics of the securities to be issued Directors in accordance with either (i) the conditions provided for (either with or without a premium);

in Article L. 228-40 of said Code or (ii) the conditions determined ● set (i) the amounts of the issue(s), (ii) the cum-rights date (which by the Company in compliance with Article L. 228-36-A of said may be retroactive) of the issued securities and the method by Code, which they will be paid up, and (iii) the terms and conditions for Resolve to waive shareholders’ pre-emptive rights to subscribe for exercising the rights attached to shares and/or securities carrying the ordinary shares and/or other securities issued pursuant to this rights to shares (i.e. any exchange, conversion, redemption or authorisation, in accordance with the applicable legislation, allocation rights); Resolve that if any issue is not taken up in full, the Board of Directors ● decide on and make any adjustments required in accordance may, in accordance with the law and in the order of its choice, with the applicable laws and regulations and any contractual take one or more of the following courses of action provided for in stipulations in order to protect the rights of holders of securities Article L. 225-134 of the French Commercial Code: and other instruments carrying rights to the Company’s shares;

● limit the amount of the issue to the subscriptions received, provided ● suspend, where appropriate, the rights attached to the securities that at least three-quarters of the issue is taken up; for a period not exceeding three months,

● freely allocate all or some of the unsubscribed securities among Resolve that the Board of Directors may;

the investors of its choice; ● at its sole discretion, and when it deems appropriate, charge the ● offer all or some of the unsubscribed securities on the open market costs and fees resulting from the capital increase(s) carried out in in France and/or abroad, accordance with this resolution against the related premiums and Resolve that the issue price of the shares and other securities that deduct from said premiums the amounts necessary to increase may be issued pursuant to this resolution will be set by the Board of the legal reserve to 10% of the new capital after each operation; Directors in accordance with Article L. 225-136 (paragraph 1) and ● take any and all decisions relating to the admission to trading of Article R. 225-119 of the French Commercial Code. For information the issued securities on Euronext Paris; and

purposes, as at the date of this meeting, in accordance with the ● more generally, take all necessary measures, enter into any applicable legislation the issue price of shares issued pursuant to commitments and carry out any formalities required for the this resolution must correspond to at least the weighted average of successful completion of the issue(s) and the resulting capital the prices quoted for the Company’s shares over the three trading increase(s), and amend the Company’s Articles of Association days preceding the pricing date, less the legally authorised discount to reﬂ ect the new capital, (currently 5%) and adjusted for any differences in the cum-rights Note that if the Board of Directors uses this authorisation, it will report dates of the new shares. The issue price of securities carrying rights thereon at the following Annual General Meeting in accordance to shares must be set in such a way that the amount received by the with the applicable laws and regulations, Company at the time of issue plus the amount to be received on conversion, exchange, redemption or exercise of said rights is, for Resolve that this authorisation is given for a period of 26 months each share issued, at least equal to the issue price deﬁ ned above, as from the date of this Meeting and supersedes any authorisation previously granted for the same purpose. Note and resolve 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,

44 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

TWENTY-SECOND RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO SET THE ISSUE PRICE OF ORDINARY SHARES OR OTHER SECURITIES ISSUED PURSUANT TO THE TWENTIETH AND TWENTY-FIRST RESOLUTIONS Purpose At the 24 May 2016 Annual General Meeting, the shareholders granted the Board of Directors a 26-month authorisation to set the issue price of ordinary shares and/or securities carrying rights to shares issued without pre-emptive subscription rights for existing shareholders, by way of a public offer or a private placement as defi ned in paragraph II of Article L. 411-2 of the French Monetary and Financial Code. Under this authorisation, for issues representing up to 10% of the Company’s share capital in any given 12-month period, the Board was entitled not to apply the pricing conditions specifi ed in the resolutions concerned and to set the issue price of the securities at an amount at least equal to the weighted average of the prices quoted for the Company’s shares over the twenty trading days preceding the pricing date. This authorisation has not been used. In the twenty-second resolution, shareholders are invited to renew this authorisation for a further 26-month period, i.e. to authorise the Board not to apply the pricing conditions set in the twentieth and twenty-fi rst resolutions and to set the issue price of securities issued in accordance with those resolutions at an amount at least equal to the weighted average of the prices quoted for the Company’s shares over the twenty trading days preceding the pricing date. This new authorisation would be subject to the same ceiling of 10% of the Company’s share capital in any given 12-month period.

TWENTY-SECOND RESOLUTION date) in any given 12-month period. The applicable conditions will be as follows: Authorisation for the Board of Directors to set the issue price for issues of ordinary shares and/or equity ● the issue price of ordinary shares must be at least equal to the securities carrying rights to other equity securities of weighted average of the prices quoted for the Company’s shares the Company or to the allocation of debt securities, over the twenty trading days preceding the pricing date, less and/or securities carrying rights to new shares, a maximum discount of 20%. In all circumstances the amount carried out without pre-emptive subscription rights received for each share must be at least equal to the par value. for existing shareholders, subject to a ceiling of 10% For issues of securities carrying rights to shares, the issue price of of the Company’s capital and the ceilings set at the the shares resulting from the exercise, conversion or exchange of Annual General Meeting the rights attached to the securities may be set, at the discretion of the Board, using a calculation formula chosen by the Board and Having considered the reports of the Board of Directors and the applicable subsequent to the issue of said securities (for example Statutory Auditors, in accordance with paragraph 1 of Article at the time of their exercise, conversion or exchange). In such L. 225-136 of the French Commercial Code, the shareholders, a case, if the Board deems it appropriate, the above maximum Grant the Board of Directors a 26-month authorisation as from the discount may be assessed at the date on which the calculation date of this meeting – which may be delegated – whereby for formula is applied rather than the pricing date; issues carried out under the twentieth and twenty-ﬁ rst resolutions, ● the issue price of securities carrying rights to shares must be the Board of Directors will have full powers to decide not to apply set in such a way that the amount received by the Company at the pricing conditions provided for in said resolutions and instead the time of issue plus the amount to be received on conversion, to set the issue price of the securities concerned in accordance with exchange, redemption or exercise of said securities is, for each the conditions described below. The issues for which the Board of share issued, at least equal to the issue price deﬁ ned above, Directors may set the issue price in this way will be subject to a Resolve that the Board of Directors will have full powers to use this ceiling representing 10% of the Company’s capital (as at the issue authorisation in accordance with the terms and conditions provided for in the resolution(s) used to carry out the issue(s) concerned.

TWENTY-THIRD RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO INCREASE THE AMOUNT OF ISSUES OF ORDINARY SHARES OR OTHER SECURITIES CARRIED OUT WITH OR WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS PURSUANT TO THE NINETEENTH, TWENTIETH OR TWENTY-FIRST RESOLUTIONS Purpose In the twenty-third resolution, shareholders are asked to grant the Board of Directors a 26-month authorisation to increase the amount of issues of ordinary shares or other securities carried out, with or without pre-emptive subscription rights for existing shareholders, pursuant to the nineteenth, twentieth or twenty-ﬁ rst resolutions above, provided that the additional shares or securities issued do not represent more than 15% of the original issue.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 45 PURPOSES AND TEXT OF THE RESOLUTIONS

TWENTY-THIRD RESOLUTION than 15% of the original issue amount). Any shares issued pursuant to this authorisation will rank pari passu with existing shares, except Authorisation for the Board of Directors to increase for differences in cum-rights dates, the amount of issues of ordinary shares or other securities carried out, with or without pre-emptive Resolve that the nominal amount of any capital increase(s) carried subscription rights for existing shareholders, pursuant out pursuant to this resolution will be included in the €10,000,000 to the nineteenth, twentieth or twenty-fi rst resolutions blanket ceiling for the capital increases that may be carried out above under the nineteenth, twentieth and twenty-fi rst resolutions above. This ceiling does not include the nominal amount of any additional Having considered the reports of the Board of Directors and the shares or other securities that may be issued pursuant to the Statutory Auditors, in accordance with Articles L. 225-129, L. 225- applicable laws and any contractual stipulations in order to protect 129-2, L. 225-135-1, L. 228-91, L. 228-92 and L. 228-93 of the the rights of holders of securities and other instruments carrying rights French Commercial Code, the shareholders, to the Company’s shares, Authorise the Board of Directors to increase the amount of issues Note that if the Board of Directors uses this authorisation, it will report carried out with or without pre-emptive subscription rights pursuant thereon at the following Annual General Meeting in accordance to the nineteenth, twentieth or twenty-fi rst resolutions above, in with the applicable laws and regulations, accordance with the terms and conditions set out in Article L. 225- 135-1 of the French Commercial Code (at the date of this meeting Resolve that this authorisation is given for a period of 26 months said Article provides that the additional securities must be issued as from the date of this meeting and supersedes any authorisation within thirty days of the close of the original subscription period, at previously granted for the same purpose. the same price as for the original issue, and may not represent more

TWENTY-FOURTH RESOLUTION – BLANKET CEILING FOR THE AUTHORISATIONS GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S CAPITAL Purpose In the twenty-fourth resolution, shareholders are invited to set an overall ceiling (“blanket ceiling”) for the authorisations given in the above resolutions at the following maximum aggregate nominal amounts:

● €10 million for capital increases;

● €100 million for debt securities issued.

TWENTY-FOURTH RESOLUTION of holders of securities and other instruments carrying rights to the Company’s shares; Blanket ceiling for the authorisations granted to the Board of Directors to increase the Company’s capital ● the aggregate nominal amount of debt securities that may be issued pursuant to the above-mentioned resolutions may not Having considered the reports of the Board of Directors and the exceed €100,000,000 (or the equivalent of this amount at Statutory Auditors, the shareholders resolve that: the issue date for issues denominated in foreign currency). This ● the aggregate nominal amount of any capital increases carried amount does not include any above-par redemption premiums and out pursuant to the authorisations granted in the nineteenth, does not apply to any debt securities referred to in Articles L. 228- twentieth, twenty-ﬁ rst and twenty-third resolutions above may not 40, L. 228-36-A and paragraph 3 of Article L. 228-92 of exceed €10,000,000 (or the equivalent of this amount at the the French Commercial Code whose issue may be decided or issue date for issues denominated in foreign currency). This ceiling authorised by the Board of Directors in accordance with either does not include the nominal amount of any additional shares (i) the conditions provided for in Article L. 228-40 of said Code, or other securities that may be issued pursuant to the applicable or (ii) the conditions determined by the Company in compliance laws and any contractual stipulations in order to protect the rights with Article L. 228-36-A of said Code.

46 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

TWENTY-FIFTH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S CAPITAL BY CAPITALISING SHARE PREMIUMS, RESERVES, PROFIT OR OTHER ELIGIBLE ITEMS Purpose In the twenty-ﬁ fth resolution, the Board of Directors is seeking a 26-month authorisation to increase the Company’s capital by a maximum aggregate nominal amount of €20 million by capitalising share premiums, reserves, proﬁ t or other eligible items.

TWENTY-FIFTH RESOLUTION Note that the total amount of any capital increases carried out using this authorisation may not exceed the amount of the Company’s Authorisation for the Board of Directors to increase the reserves, share premiums or profi t existing at the time of the capital Company’s capital by capitalising share premiums, increase(s), reserves, profi t or other eligible items Resolve that if the Board of Directors uses this authorisation, in Having considered the report of the Board of Directors; the compliance with Article L. 225-130 of the French Commercial shareholders, Code, any rights to fractions of shares will be non-transferable Authorise the Board of Directors to increase the Company’s capital and non-tradable and the corresponding shares will be sold in on one or several occasions, to be paid up by capitalising all or accordance with the applicable regulations, with the proceeds of part of the Company’s reserves, profi t or share premiums, and such sale allocated to the holders of the rights within the timeframe to subsequently issue bonus shares and/or raise the par value provided for in the regulations in force at that date, of existing shares. The Board of Directors will have full powers Give full powers to the Board of Directors to use this authorisation to determine the timing and terms and conditions of such capital and generally take any and all necessary measures and carry out all increase(s), which may not exceed an aggregate amount of the formalities required in order to complete each capital increase, €20,000,000. This ceiling (i) is separate from the ceilings set for capital increases carried out pursuant to the other resolutions above, Resolve that this authorisation is given for a period of 26 months and (ii) does not include the par value of any additional shares as from the date of this meeting and supersedes any authorisation to be issued pursuant to the applicable laws and any contractual previously granted for the same purpose. stipulations in order to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares,

TWENTY-SIXTH RESOLUTION – CONDITIONAL SHARE GRANTS The purpose of the twenty-sixth resolution is to renew the authorisation granted to the Board of Directors in 2016 to carry out conditional share grants to employees and executive ofﬁ cers of the Group with a view to increasing the appeal of Assystem’s remuneration packages at an international level. The new authorisation would be given for a period of 38 months and the features of the conditional share grants would be as follows:

● Beneﬁ ciaries: employees and/or executive ofﬁ cers;

● Ceiling: 3% of the Company’s capital (2% for executive ofﬁ cers);

● Conditions: performance conditions and the beneﬁ ciaries’ continued presence within the Group;

● Vesting period: minimum of one year (minimum of two years for combined vesting period and lock-up period).

TWENTY-SIXTH RESOLUTION Authorise the Board of Directors to grant, on one or more occasions and free of consideration, existing shares (notably treasury shares Authorisation for the Board of Directors to grant new purchased under a buyback programme) or new shares of the or existing shares free of consideration Company, to benefi ciaries designated by the Board in accordance Having considered the reports of the Board of Directors and the with the applicable laws and regulations from among: Statutory Auditors, in accordance with Articles L. 225-197-1 et seq. (i) the employees, or certain categories of employees, of the of the French Commercial Code, the shareholders: Company and/or of directly or indirectly related entities or economic interest groupings as defi ned in Article L. 225-197-2 of the French Commercial Code; or (ii) executive offi cers of the Company and/or of directly or indirectly related entities as defi ned in Article L. 225-197-2 of the French Commercial Code,

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 47 PURPOSES AND TEXT OF THE RESOLUTIONS

Resolve that the total number of free shares granted may not resolution automatically entails the waiver by existing shareholders represent more than 3% of the Company’s capital at the grant of their pre-emptive rights to subscribe for any such shares and that date, it being specifi ed that: the corresponding capital increase will take place at the end of the (i) the total number of free shares that may be granted to executive applicable vesting period, offi cers that fall within the scope of paragraphs 1 and 2 of Note that this resolution automatically entails the waiver by Article L. 225-197-1 II of the French Commercial Code may shareholders of their entitlement to the portion of reserves, profi t or not represent more than 2% of the total number of free shares share premiums that will be capitalised if new shares are issued granted by the Board of Directors under this resolution; at the end of the Vesting Period, and that the Board will have full (ii) any free shares granted to executive offi cers who fall within powers to carry out such issues of new shares, the scope of paragraphs 1 and 2 of Article L. 225-197-1 II of Grant the Board of Directors full powers – which may be delegated the French Commercial Code will be subject to the terms and as provided for by law – to use this authorisation and notably to: conditions set out in Article L. 225-197-6 of said Code; ● place on record that there are suffi cient reserves to pay up the (iii) the Board of Directors may adjust the number of shares granted, new shares to be granted, and where necessary, at the time of subject to the ceiling specifi ed above, following any corporate each grant, transfer the amounts necessary for said purpose to actions that may be carried out; and a blocked reserve;

(iv) the number of free shares that may be granted under this ● set any eligibility conditions and draw up a list of the names of the authorisation will be included in the blanket ceiling set in the beneﬁ ciaries and the number of shares that may be granted free twenty-ninth resolution below, of consideration to each beneﬁ ciary subject to the above ceilings;

Resolve that the shares granted will vest after a period of at least ● set any conditions (notably performance and/or continued one year (the “Vesting Period”), provided any pre-defi ned conditions presence conditions) that must be met for the shares to vest at the and criteria set by the Board have been met (notably performance end of the Vesting Period, it being specifi ed that these conditions conditions and the condition that the benefi ciary remains with the may vary from one grant and/or one benefi ciary to another; Group during the Vesting Period). The benefi ciaries of the vested ● take the decision to carry out the corresponding capital increase(s) shares will be required to hold their shares for a period set by the when the shares granted free of consideration correspond to Board of Directors (the “Lock-up Period”) which, combined with the new shares; Vesting Period, may not be less than two years, ● acquire any shares required for delivering to benefi ciaries when Resolve that, as an exception to the above, the shares may vest the shares granted free of consideration correspond to existing before the end of the Vesting Period if a benefi ciary suffers from a shares; disability classifi ed in the second or third categories provided for ● in Article L. 341-4 of the French Social Security Code, take all necessary measures to ensure that the benefi ciaries respect the lock-up period; and Resolve that in the event of a benefi ciary’s death or if a benefi ciary ● more generally, do everything required to use this authorisation, suffers from a disability classifi ed in one of the above categories in accordance with the applicable legislation, of the French Social Security Code, the vested shares will become freely transferable following a request made by the benefi ciary in Resolve that this authorisation is given for a period of 38 months the event of disability or by his or her heirs in the event of death, as from the date of this meeting, Resolve that the durations of the Vesting Period and the Lock-up Each year, the Board of Directors will report to the Annual General period will be set by the Board in accordance with the above Meeting on the share grants made during the year pursuant to this minimum timeframes, resolution, in accordance with Article L. 225-197-4 of the French Commercial Code. Note that, in accordance with Article L. 225-197-1 of the French Commercial Code, in the case of grants of new shares, this

48 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

TWENTY-SEVENTH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO GRANT STOCK OPTIONS In the twenty-seventh resolution, the Board of Directors is seeking a 38-month authorisation to grant stock options. The features of the stock option grants would be as follows:

● Maximum number of options granted: 666,546 options, each exercisable for one share with a par value of €1;

● Beneﬁ ciaries: employees and/or executive ofﬁ cers;

● Maximum number of shares under option: shares representing 3% of the Company’s capital (2% for executive ofﬁ cers);

● Exercise price of options exercisable for new shares: at least equal to the average of the prices quoted for the Company’s shares over the twenty trading days preceding the option grant date;

● Exercise price of options exercisable for existing shares: at least equal to (i) the average of the prices quoted for the Company’s shares over the twenty trading days preceding the option grant date, and (ii) the average price paid for the shares bought back by the Company as at the option grant date;

● Maximum life of the options: ten years from the grant date .

TWENTY-SEVENTH RESOLUTION ● the total number of options granted to corporate ofﬁ cers may not represent over 2% of the aggregate option grants made by the Authorisation for the Board of Directors to grant stock Board of Directors pursuant to this resolution; options ● the total number of options granted may be exercisable for up Having considered the reports of the Board of Directors and the to 666,546 shares with a par value of €1 each, representing Statutory Auditors, in accordance with Articles L. 225-177 to a maximum aggregate nominal value of €666,546 and L. 225-184 of the French Commercial Code, the shareholders: corresponding to a maximum dilutive impact of 3% of the Authorise the Board of Directors to grant, during the periods Company’s capital. The aggregate nominal value of the capital authorised by law, options exercisable for either (i) new shares increases carried out as a result of the exercise of stock options to be issued by the Company as part of a capital increase or (ii) granted pursuant to this resolution will be included in the blanket existing shares of the Company, in accordance with the following ceiling set in the twenty-ninth resolution below; terms and conditions: ● the exercise price of the options will be set by the Board of ● a maximum of 666,546 options may be granted, each exercisable Directors on the grant date in accordance with the following for one share, it being speciﬁ ed that in all circumstances the terms and conditions:

Board of Directors must respect the legal ceiling set in Articles ● in the case of options exercisable for new shares, the exercise L. 225-182 and R. 225-143 of the French Commercial Code; price may not be less than the average of the prices quoted for ● each option will entitle its holder to subscribe for or purchase one the Company’s shares over the twenty trading days preceding share of the Company with a par value of €1; the grant date,

● the benefi ciaries of the stock option grants will be employees and/ ● in the case of options exercisable for existing shares, the or offi cers (or certain employees and offi cers) of the Company exercise price may not be less than (i) the average of the and/or of related entities and economic interest groupings as prices quoted for the Company’s shares over the twenty trading defi ned in Article L. 225-180-I of the French Commercial Code. days preceding the option grant date, and (ii) the average For as long as the Company’s shares are listed on a regulated price paid for the shares bought back by the Company as at market, in order for the Board of Directors to grant stock options to the option grant date, in accordance with Articles L. 225-208 the executive offi cers referred to in the fourth paragraph of Article and L. 225-209 of the French Commercial Code; L. 225-185 of the French Commercial Code, the provisions of ● each option must be exercised within a maximum of ten years Article L. 225-186-1 of said Code must be respected. At the date of the grant date; of this meeting, these provisions state that in order to grant stock ● the options granted under this resolution must have performance options to such executive offi cers, the Company must either (i) conditions attached, which will be set by the Board of Directors grant stock options or free shares to all of its employees and to at and assessed over a period of at least three years. However, least 90% of all of the employees of its subsidiaries, as defi ned options exercisable for a number of shares representing a in Article L. 233-1 of the French Commercial Code and which maximum of 1% of the Company’s capital at the grant date meet the conditions set out in Article L. 210-3 of said Code, or may be granted to certain employees (i.e. not executive offi cers) (ii) have set up a profi t-sharing agreement for at least 90% of all without performance conditions attached, of the employees of its subsidiaries, as defi ned in Article L. 233-1 of the French Commercial Code and which meet the conditions set out in Article L. 210-3 of said Code;

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 49 PURPOSES AND TEXT OF THE RESOLUTIONS

Give the Board of Directors full powers to use this authorisation, ● place on record the capital increase(s) resulting from this and notably (but not exclusively) to: authorisation based on the number of shares issued on exercise

● draw up the list of benefi ciaries and determine the number of of the stock options; amend the Articles of Association to refl ect options to be granted to each benefi ciary, subject to the above the new capital; carry out the necessary fi ling formalities; and, ceilings; at its sole discretion, charge the issue costs against the related premiums and deduct from the premiums the amount necessary ● determine the type of options to be granted (i.e. options to increase the legal reserve to its required level; exercisable for new or existing shares); ● take all the necessary measures for listing any new shares issued. ● set the terms and conditions of the option grants and draw up the corresponding stock option plan rules, which may include (i) This authorisation automatically entails the waiver by existing any applicable performance conditions, (ii) the option exercise shareholders of their pre-emptive rights to subscribe for the shares dates or periods, noting that the Board may bring forward said to be issued on exercise of the options. dates or periods, maintain the exercisable nature of the options or Any capital increase(s) carried out as a result of the exercise of amend the dates or periods during which the shares obtained on options granted under this authorisation will be completed on receipt exercise of the options may not be sold or converted into bearer of the related option exercise notice(s) together with the appropriate shares, and (iii) any clauses prohibiting the immediate re-sale of share purchase forms and the corresponding payment. all or some of the shares obtained on exercise of the options; Each year, the Board of Directors will report to the Annual General ● where applicable, limit, suspend, restrict or prohibit the exercise Meeting on the stock option grants made during the year pursuant of the options or the sale or conversion into bearer form of the to this resolution, in accordance with Article L. 225-184 of the shares obtained on exercise of the options, during certain periods French Commercial Code. or as a result of certain events. Such a decision may concern all of some of the options or shares and may involve all or some of This authorisation, which may be used on one or several occasions, the benefi ciaries; is given for a period of 38 months as from the date of this meeting and supersedes any authorisation previously granted for the same ● set the date from which new shares to be issued on exercise of purpose. the options will carry dividend rights, which may be retroactive;

TWENTY-EIGHTH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO ISSUE STOCK WARRANTS TO EMPLOYEES AND OFFICERS In the twenty-eighth resolution, the Board of Directors is seeking an 18-month authorisation to issue stock warrants (BSAAR and/ or BSA) exercisable for a maximum of 666,546 shares, representing 3% of the Company’s capital.

TWENTY-EIGHTH RESOLUTION contractual stipulations to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares. The Authorisation for the Board of Directors to issue number of BSA and BSAAR warrants that may be issued under stock warrants (BSAAR and/or BSA), without pre- this authorisation will be included in the blanket ceiling set in the emptive subscription rights for existing shareholders, twenty-ninth resolution below, to employees and offi cers of the Company and its subsidiaries Resolve to waive the pre-emptive subscription rights of existing shareholders in favour of the employees and offi cers of the Company Having considered the reports of the Board of Directors and the and its French and foreign subsidiaries (the “Benefi ciaries”), Statutory Auditors, in accordance with Articles L. 225-129-2, L. 225-138 and L. 228-91 of the French Commercial Code, the Authorise, in accordance with Article L. 225-128-I of the French shareholders, Commercial Code, the Board of Directors to draw up the list of Benefi ciaries and to set the maximum number of BSA and/or BSAAR Grant the Board of Directors an authorisation – which may be warrants that may be subscribed by each Benefi ciary, delegated as provided for by law – to issue, on one or more occasions, stock warrants (“BSA warrants”) and/or redeemable Grant the Board of Directors full powers to determine all of the stock warrants (“BSAAR warrants”), characteristics of the BSA and BSAAR warrants, notably the subscription price which will be set based on the opinion of an Resolve that aggregate nominal amount of any capital increases independent valuer by reference to factors infl uencing their value carried out as a result of this authorisation may not exceed (such as exercise price, lock-up period, exercise period, triggering €666,546, corresponding to a maximum of 665,546 shares with threshold and redemption period, interest rate, dividend payment a par value of €1 each and representing 3% of the Company’s policy, trading price and volatility of the Company’s shares) and the capital. This ceiling does not include the par value of any additional methods of the issue and terms and conditions of the issue contract, shares to be issued pursuant to the applicable laws and any

50 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

Resolve that for as long as the Company’s shares are listed on accordance with the provisions of this resolution and the ceilings Euronext Paris or another stock market, the exercise price of the BSA set herein; and BSAAR warrants – which will be set by the Board of Directors ● draw up the list of Benefi ciaries and determine the number of at the issue date – must be at least equal to the weighted average BSA and/or BSAAR warrants to be granted to each Benefi ciary; of the prices quoted for the Company’s shares over the twenty ● set the issue price of the shares for which the warrants will trading days preceding the warrant issue date, it being specifi ed be exercisable, in accordance with the terms and conditions that each BSA or BSAAR warrant will be exercisable for one share described above; of the Company, ● place on record the number of shares issued on exercise of the Resolve that this authorisation is given for a period of 18 months BSA and BSAAR warrants and undertake, either directly or through as from the date of this meeting and supersedes any authorisation an authorised representative, any actions and formalities required previously granted for the same purpose, to complete any capital increase(s) that may be carried out on Resolve that in accordance with Articles L. 228-91 and L. 225-132 exercise of the warrants and amend the Articles of Association of the French Commercial Code, this authorisation automatically to refl ect the new capital; entails the waiver by shareholders of their pre-emptive rights to ● take all measures required to protect the rights of the holders subscribe for any shares issued on exercise of the BSA or BSAAR of BSA and BSAAR warrants in the event of a corporate action warrants, relating to the Company, in accordance with the applicable laws Give full powers to the Board of Directors – which may be delegated and regulations; and as provided for by law or the applicable regulations – to: ● more generally, carry out all measures and formalities required ● issue and allocate the BSA and BSAAR warrants and set their in order to use this authorisation. subscription price, exercise conditions and final terms, in

TWENTY-NINTH RESOLUTION – BLANKET CEILING ON THE NUMBER OF SHARES THAT MAY BE ISSUED AND/ OR GRANTED UNDER THE AUTHORISATIONS GIVEN IN THE TWENTY-SIXTH, TWENTY-SEVENTH AND TWENTY-EIGHTH RESOLUTIONS In the twenty-ninth resolution, shareholders are invited to set an overall ceiling (“blanket ceiling”) on the number of shares issued and/or allocated pursuant to the twenty-sixth, twenty-seventh and twenty-eighth resolutions, corresponding to 1,999,638 shares with a par value of €1 each.

TWENTY-NINTH RESOLUTION the shares issued or allocated on exercise of stock options granted pursuant to the twenty-seventh resolution above, and (iii) the shares Blanket ceiling for share issues carried out pursuant issued on exercise of warrants issued pursuant to the twenty-eighth to the twenty-sixth resolution (free share grants), resolution above, may not exceed 1,999,638 shares with a par twenty-seventh resolution (stock option grants) and value of €1 each. This ceiling does not include the par value twenty-eighth resolution (issues of stock warrants) of any additional shares to be issued pursuant to the applicable Having considered the reports of the Board of Directors and the laws and any contractual stipulations in order to protect the rights Statutory Auditors, the shareholders resolve that the aggregate of holders of securities or other instruments carrying rights to the number of (i) the shares issued for the purpose of granting shares Company’s shares. free of consideration pursuant to the twenty-sixth resolution above, (ii)

THIRTIETH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO CARRY OUT ONE OR MORE CAPITAL INCREASES BY ISSUING SECURITIES TO MEMBERS OF A COMPANY OR GROUP SAVINGS PLAN In the thirtieth resolution, the Board of Directors is seeking a 26-month authorisation to carry out one or more capital increases by issuing securities to members of a Company or Group savings plan, subject to a ceiling of 1% of the Company’s capital.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 51 PURPOSES AND TEXT OF THE RESOLUTIONS

THIRTIETH RESOLUTION The shareholders give full powers to the Board of Directors to use this authorisation and to: Authorisation for the Board of Directors to increase the Company’s capital by issuing shares and/or securities ● draw up the list of entities whose employees will be entitled to carrying rights to the Company’s shares to employees subscribe for the shares or other securities; who are members of a Company or Group savings ● set the seniority conditions required for employees to subscribe plan for the issue(s), subject to the limits provided for in the applicable laws, and set the maximum number of shares that may be Having considered the reports of the Board of Directors and subscribed for by the employees concerned; the Statutory Auditors, in accordance with Articles L. 225-129- 2, L. 225-129-6, L. 225-138 and L. 225-138-1 of the French ● set the number of new shares to be issued and their cum-rights Commercial Code and Articles L. 3332-1 et seq. of the French date; Labour Code, the shareholders: ● set the issue price of the new shares in accordance with the Give the Board of Directors full powers – in accordance with Articles applicable laws as well as the period during which employees’ L 225-129 and L 225-138-1 of the French Commercial Code subscription rights may be exercised; and Articles L. 3332-1 et seq. of the French Labour Code – to ● set the terms and conditions and timeframes for payment of the increase the Company’s capital on one or more occasions by issuing subscription price;

shares and/or securities carrying rights to the Company’s shares to ● place on record the capital increase(s) and amend the Articles employees who are members of an employee savings plan (Plan of Association to reﬂ ect the new capital; d’Épargne d’Entreprise) set up by the Company or any French or ● if it deems it appropriate, charge the issue costs against the foreign related entity as deﬁ ned in Article L 225-180 of the French related premiums and deduct from the premiums the amount Commercial Code and Article L 3344-1 et seq. of the French Labour necessary to increase the legal reserve to 10% of the Company’s Code, subject to a ceiling of 1% of the Company’s capital as at new capital after each issue; the date this authorisation is used; ● carry out any and all actions and formalities required in connection Resolve that the subscription price of the shares or securities carrying with the capital increase(s). rights to shares will be set in accordance with the conditions and This authorisation automatically entails the waiver by shareholders of ceilings provided for in the applicable laws and regulations, notably their pre-emptive rights to subscribe for any shares or other securities Article L. 3332-19 of the French Labour Code; issued pursuant to this resolution. Authorise the Board of Directors to grant the subscribers, free of This authorisation is given for a period of 26 months as from the consideration, new or existing shares or securities carrying rights to date of this meeting and supersedes any authorisation previously shares, in accordance with Article L. 3332-21 of the French Labour granted for the same purpose. Code. The Board of Directors may (i) use such grants to replace all or part of a discount on the issue price in accordance with the ceilings provided for in the applicable laws and regulations, or (ii) deduct the value of such grants from the total amount of an employer’s top-up payment, or (iii) use both of the possibilities provided for in (i) and (ii).

THIRTY-FIRST RESOLUTION – AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION IN ORDER TO ALIGN THEM WITH THE APPLICABLE LEGISLATION Purpose The purpose of the thirty-ﬁ rst resolution is to align the following articles of the Company’s Articles of Association with the applicable legislation:

● alignment of Article 4 with the French Act of 9 December 2016 relating to transparency, anti-corruption and modernisation of the economy: the Board of Directors may decide to transfer the Company’s registered ofﬁ ce to another location in France, subject to ratiﬁ cation of the decision by shareholders at the following Ordinary General Meeting;

● alignment of Article 11.1 with the “Rebsamen Act” of 17 August 2015: the Board of Directors must now include a director representing employees, appointed by the Group Works Council;

● alignment of Article 16 following the entry into force of the decree dated July 31, 2014;

● alignment of Article 18 with the French Act of 9 December 2016: the Company is no longer required to appoint a Substitute Auditor when the Statutory Auditor is not an individual or a sole trader.

52 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PURPOSES AND TEXT OF THE RESOLUTIONS

THIRTY-FIRST RESOLUTION reason therefor, and notably if the director is appointed after the prescribed timeframe), this will not affect the validity of the Board Amendments to Articles 4, 11, 16 and 18 of the of Directors’ discussions or decisions. Company’s Articles of Association in order to align them with the applicable legislation Employee representative directors are appointed for a three-year term expiring at the close of the Ordinary General Meeting held Having considered the report of the Board of Directors, the during the year in which their term expires in order to approve the shareholders resolve: financial statements for the previous year. Employee representative ● to amend the third paragraph of Article 4 of the Company’s directors may be re-appointed. Articles of Association (“Registered Ofﬁ ce”) in order to align it with An employee representative director’s term of office will terminate the new provisions of the French Commercial Code introduced in advance of term in accordance with the conditions provided following the entry into force of French Act 2016-1691 of for by law and in these Articles of Association. If the Company no 9 December 2016. The new wording of said paragraph is as longer falls within the scope of application of the legal provisions follows: requiring the appointment of an employee representative director, “The Company’s registered office may be transferred to any the term of office of the employee representative director(s) will other location in France by way of a decision of the Board of end at the close of the Board of Directors’ meeting at which the Directors, subject to ratification of the decision by shareholders Board places said situation on record. at the following Ordinary General Meeting”. If, for any reason, an employee representative director’s seat ● to add the following paragraphs to Article 11.1 of the Articles of on the Board falls vacant, said seat will be filled in compliance Association in order to take into consideration the new provisions with the terms and conditions set out in Article L. 225-34 of the of the French Commercial Code introduced following the entry French Commercial Code”.

into force of the “Rebsamen” Act (Act no. 2015-994 of 17 August ● to amend the ﬁ nal paragraph of Article 16 (“Agreements subject to 2015): shareholder approval”) in order to align it with the new provisions “When the number of directors, as calculated in accordance of the French Commercial Code introduced following the entry with the applicable legal provisions, is less than or equal to 12, into force of government order 2014-863 of 31 July 2014. The the Board of Directors must also include a director representing new wording of said paragraph is as follows: employees, appointed by the Group Works Council. When “The above provisions do not apply to (i) agreements relating to the number of directors elected in accordance with the terms routine operations and entered into on arm’s length terms, or (ii) of paragraph I above is more than 12, a second director agreements entered into between two companies where one of representing employees must be appointed by the Group Works the companies directly or indirectly owns all of the share capital of Council or, if it exists, by the European Works Council, provided the other company, after deducting the requisite minimum number that the number of directors still exceeds 12 on the date that the of shares in order to meet the requirements of Article 1832 of second employee representative director is appointed (which must the French Civil Code or Articles L. 225-1 and L. 226-1 of the take place within six months of the date on which the number of French Commercial Code”. directors exceeds 12). If the number of directors subsequently ● to amend the third paragraph of Article 18 (“Statutory Auditors”) falls to 12 or below, the second employee representative director in order to align it with the new provisions of the French appointed by the Group Works Council or the European Works Commercial Code introduced following the entry into force of Council, as applicable, will remain on the Board until the end French Act 2016-1691 of 9 December 2016. The new wording of his or her term of office. of said paragraph is as follows: In addition to the applicable legal provisions, it is hereby stated “Shareholders in an Ordinary General Meeting will appoint one that if no employee representative director is appointed by the or more substitute auditors, where required by law, to replace the above-mentioned employee representative bodies as provided Statutory Auditors if they are unwilling or unable to carry out their for by law and these Articles of Association (irrespective of the duties or in the event of their resignation or death.”

THIRTY-SECOND RESOLUTION – POWERS TO CARRY OUT FORMALITIES Purpose The thirty-second resolution is a standard resolution giving the necessary powers to carry out legal ﬁ ling and other formalities.

THIRTY-SECOND RESOLUTION Powers to carry out formalities The shareholders give full powers to the bearer of an original, extract or copy of the minutes of this meeting to carry out any and all ﬁ ling and other formalities required by the applicable law and regulations.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 53 HOW CAN I TAKE PART IN THE GENERAL MEETING?

PRIOR FORMALITIES TO CARRY OUT IN ORDER TO TAKE PART IN THE GENERAL MEETING

The General Meeting comprises all shareholders, The registration or accounting entry of securities in bearer accounts however many shares they hold. held by fi nancial intermediaries is confi rmed by an attendance certifi cate issued by the latter (or if applicable by electronic means) All shareholders can be represented at the General Meeting by pursuant to the conditions stipulated in Article R. 225-85 of the another shareholder, their spouse or the partner with whom they French Commercial Code (with reference to Article R. 225-61 of have signed a civil solidarity pact (pacte civil de solidarité). They the same Code), in the appendix: can also be represented by any other natural or legal person of their choice (Article L. 225-106 of the French Commercial Code). In ● the postal vote form; accordance with Article R. 225-85 of the French Commercial Code, ● the voting proxy; they are entitled to attend the General Meeting if the securities are ● the request for the attendance card established in the shareholders’ recorded for accounting purposes in the name of the shareholders name or on behalf of the shareholder represented by the registered or their intermediaries (in application of the seventh paragraph of intermediary. Article L. 228-1 of the French Commercial Code), at midnight (Paris time) on the second day preceding the General Meeting, either in A certificate is also issued to the shareholder who wishes to the share capital accounts held by the Company (or its agent), or physically take part in the meeting and who has not received in the bearer shares accounts held by the approved intermediary. their attendance card at midnight (Paris time) two day before the General Meeting.

METHOD OF ATTENDANCE AT THE GENERAL MEETING

Shareholders who wish to physically take part in the General The unique vote by correspondence or proxy form must have been Meeting can request an attendance card in the following way: sent back to the account holder, who will forward it to the Société

● for registered shareholders: request an attendance card from Générale along with an attendance certiﬁ cate proving that they are Société Générale Securities Services, using the T envelope (pre- shareholders two days before the meeting. paid), attached to the notice to convene that was sent to you; To be taken into account, vote by correspondence forms must be ● for bearer shareholders: request an attendance card from the received by the Company or the General Meeting Service of Société approved intermediary that manages their securities account. Générale Securities Services, no later than three days before the meeting date. Shareholders who cannot personally take part in this meeting and who wish to vote by correspondance or be represented by giving Shareholders may obtain, within the legal deadlines, the documents their proxy to the meeting Chairman, to their spouse or partner in stipulated in Articles R. 225-81 and R. 225-83 of the French a civil solidarity pact or another person can: Commercial Code, by sending a request to Société Générale

● for registered shareholders: send back the unique vote by Securities Services, Service Assemblées – CS 30812 – 44308 correspondence or by proxy form, which will be sent with the Nantes Cedex 3. notice to convene, using the pre-paid reply envelope attached The designations and withdrawals of proxies expressed on paper to the notice to convene; must be received at the latest three calendar days before the meeting ● for bearer shareholders: request this form by letter from the account date. holder. This request must have been received no later than six (6) days before the General Meeting date, i.e. 10 May 2017.

54 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 HOW CAN I TAKE PART IN THE GENERAL MEETING?

WRITTEN QUESTIONS AND REQUESTS TO INCLUDE DRAFT RESOLUTIONS ON THE AGENDA BY SHAREHOLDERS

Each shareholder has the option of addressing the written questions of the French Commercial Code must be sent to the registered of their choice to the Board of Directors, who will so answer during offi ce, by registered letter with acknowledgement of receipt to the the session. following address: 70, boulevard de Courcelles, 75017 Paris or by email to the following address [email protected] within 25 The questions must be sent by registered letter with acknowledgement (calendar) days prior to the General Meeting, in accordance with of receipt to the following address: Assystem SA – Direction juridique Article R. 225 73 of the French Commercial Code. The requests – 70, boulevard de Courcelles, 75017 Paris, France or by email must be accompanied by a share attendance certifi cate. to the following address [email protected]. They must be sent at the latest on the fourth day prior to the date of the General Examination of the resolution is subject to the forwarding, by the Meeting. request’s authors, of a new certifi cate proving the accounting registration of securities in the same accounts before midnight (Paris Requests by shareholders to include items or draft resolutions on time) the second day prior to the meeting. the agenda that meet the conditions stipulated in Article R. 225-71

SHAREHOLDERS’ RIGHT TO COMMUNICATION

All documents and information stipulated in Article R. 225-73-1 of the French Commercial Code may be consulted on the Company’s website after the twenty-ﬁ rst day prior to the General Meeting, i.e. 25 April 2017.

HOW CAN I TAKE PART IN THE GENERAL MEETING?

VOTE BY CORRESPONDENCE 13 May 2017 Deadline for receipt of documents by the Company and Société Générale Securities Services For all questions: [email protected]

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 55 PRACTICAL CONDITIONS

HOW CAN I TAKE PART IN THE VOTE AT THE GENERAL MEETING?

You have several options to take part in a General Meeting: ● give a proxy to your spouse, to another shareholder or to a third

● request an attendance card to take part personally; party to represent you.

● vote by correspondence; These choices may be expressed by post, using the unique voting form. ● authorise the Chairman to vote on your behalf;

IF YOU WANT TO TAKE PART IN THE GENERAL MEETING

Once these procedures have been accomplished, your attendance ● Tick box A to request an attendance card; card will be sent by post or kept for you at the reception point of ● Date and sign this form; the General Meeting if the postal deadlines are too short. ● Send the unique voting form to Société Générale Securities You will be asked for the attendance card and proof of identity Services, if you are a registered shareholder, or to your ﬁ nancial on the day of the General Meeting. intermediary if you are a bearer shareholder.

IF YOU CANNOT TAKE PART IN THE GENERAL MEETING

● Choose one of the three options: In the eventuality of resolution projects that have not been ● I vote by correspondence; approved by the Board of Directors*

● I give my proxy to the Chairman of the General Meeting; ● Fill in the box corresponding to your choice.

● I give my proxy to a named third party. Proxy to the Chairman

Vote by correspondence ● Tick the corresponding box ● Tick the corresponding box Proxy to a named third party Resolution projects approved by the Board of Directors (the text of these resolutions can be found on pages 26 ● Tick the corresponding box to 53). ● Indicate the surname, ﬁ rst name and address of the person you choose to represent you. ● To vote for: leave the boxes corresponding to the resolutions that you wish to vote for as they are;

● To vote against: ﬁ ll in the boxes corresponding to the resolutions that you wish to vote against.

* Requests for registration on the agenda for this meeting of items or resolution projects by shareholders that meet the legal conditions of Articles R. 225-71 and R. 225-73 of the French Commercial Code, must be sent to ASSYSTEM’s registered office, by registered letter with acknowledgement of receipt or by electronic mail to the following address [email protected], within 20 days from the publication of the meeting notice in the official bulletin of legal notices (Bulletin des annonces légales obligatoires).

56 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 PRACTICAL CONDITIONS

UNIQUE VOTING FORM

If you wish to vote by If wish to give proxy to If you wish to give your proxy to a named If you wish to take part correspondence: tick the meeting Chairman: person, who will be present at the General in the General Meeting: here and follow the tick here. Meeting, tick here, and indicate the contact tick box A. instructions. details for this person.

SPECIMENWhatever your choice, date and sign here. OLIS-Shareholder identification (only for registered shareholders).

WHATEVER YOUR CHOICE You must sign and date the unique voting form and return it by 13 May 2017 at the latest. ● FOR REGISTERED SHAREHOLDERS to Société Générale Securities Services, using the pre-paid T envelope attached to the convening letter or in a stamped envelope. ● FOR BEARER SHAREHOLDERS to your bank (or other fi nancial intermediary) which will add a participation certifi cate before forwarding it to Société Générale Securities Services.

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 57 HOW DO I GET TO THE GENERAL MEETING?

HOW DO I GET TO THE GENERAL MEETING?

ON TUESDAY 16 MAY 2017 AT 9:30 AM CENTRE DE CONFÉRENCES ET DE RÉCEPTIONS ÉTOILE SAINT-HONORÉ 21/25, rue Balzac -75008 Paris

TERNES

CHARLES DE GAULLE ÉTOILE

GEORGE V

By public transport Contact

Charles-de-Gaulle Étoile (RER ) Marie Pascuito Tél. : +33 (0)1 53 75 92 03 [email protected] Charles-de-Gaulle Étoile (lines , and Étoile Business Center Ternes (line ) and George V (line ) www.etoile-prestige.fr 21-25 rue Balzac 22 31 43 52 93 75008 Paris

By car Fee-paying car park with direct access to the “Rotonde” (entrance 6 bis, avenue Bertie-Albrecht) Public car park, Avenue Hoche

58 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 REQUEST FOR SENDING OF DOCUMENTS

REQUEST FOR SENDING OF DOCUMENTS

I, the undersigned:

SURNAME AND FIRST NAME ......

ADDRESS ......

......

Owner of ...... share(s) in the form:

registered,

bearer, registered in an account at (1) ......

...... requests ASSYSTEM to send the documents indicated in Article R. 225-83 of the French Commercial Code for the Combined General Meeting of 16 May 2017.

Signed at on 2017

Signature :

Note: Pursuant to paragraph 3 of Article R. 225-88 of the French Commercial Code, shareholders holding registered shares may, via a single request, obtain from the Company the documents indicated in Article R. 225-83 of said Code for each of the future Shareholders’ Meetings.

(1) Indication of the bank, financial establishment or online broker, etc. holding the account (the person requesting must prove their capacity as shareholder by sending an ownership certificate issued by the approved intermediary).

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 59 NOTES

NOTES

60 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 NOTES

NOTES

ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 61 NOTES

NOTES

62 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 This document is printed in France by an Imprim’Vert certiﬁ ed printer on PEFC certiﬁ ed paper produced from sustainably managed forest. WWW.ASSYSTEM.COM