ANNUAL SHAREHOLDERS ORDINARY AND EXTRAORDINARY GENERAL MEETING

Transcription

1 ANNUAL SHAREHOLDERS ORDINARY AND EXTRAORDINARY GENERAL MEETING NOTICE OF MEETING AND INFORMATION BROCHURE The shareholders of Gfi Informatique are convened by the Board of Directors to attend the Annual Shareholders Extraordinary and Ordinary General Meeting which will be held on: Friday 8 June 2018 at 10 a.m. (Reception for attendees at 09:15 a.m.) Registered office of Gfi Informatique: 145, boulevard Victor Hugo Saint-Ouen

2 COMBINED SHAREHOLDERS GENERAL MEETING NOTICE OF MEETING AND INFORMATION BROCHURE The shareholders of Gfi Informatique are convened by the Board of Directors to attend the Combined Shareholders General Meeting which will be held on: Friday 8 June 2018 at 10 a.m. (Reception for attendees at 09:15 a.m.) At the registered office of Gfi Informatique: 145, boulevard Victor Hugo Saint-Ouen CONTENTS How to participate in the Meeting... Agenda.. Description of the resolutions Draft resolutions... Business review.. Financial results for the last five financial years.... Request to receive documents and information. Request for admission card.. Request for certificate of participation. P. 3 P. 7 P. 9 P. 18 P. 36 P. 37 P. 38 P. 39 P. 40 Gfi Informatique A French public limited company (société anonyme) with registered capital of 133,141,542 Registered office: 145, boulevard Victor Hugo, Saint-Ouen Bobigny Trade and Companies Register no Page 2 Combined Shareholders General Meeting of 8 June 2018

3 How to participate in the Meeting If you would like to participate in the Shareholders General Meeting, regardless of the type of participation, whether you are represented at it or you vote remotely, you must document the ownership of your shares by the second business day prior to the Meeting, i.e., by midnight, 6 June 2018 (Paris time). You would like to attend this Meeting in person First, simply request an admission card by completing and signing the form (by checking box A), and sending it to: CACEIS Corporate Trust Service Assemblées Générales Centralisées 14, rue Rouget de Lisle Issy-Les-Moulineaux Cedex 9 using the stamped envelope provided for that purpose. Requests for admission cards submitted by shareholders who are not resident in France, for which an intermediary was registered on their behalf in the Company s registered securities accounts (Article L (7) of the French Commercial Code) maintained by CACEIS Corporate Trust must be submitted to CACEIS Corporate Trust through their registered intermediary so that the Company or its agent, CACEIS Corporate Trust, may clearly confirm that they are shareholders. If the shares are held through multiple successive intermediaries, a statement must then be prepared by each of said intermediaries. If you have not received your admission card by the second business day prior to the Shareholders General Meeting (i.e., 6 June 2018), simply go to the Shareholders General Meeting with the certificate of participation, which you must request from your financial intermediary beforehand. During registration formalities on the day of the Meeting, you must document that you are a shareholder and your identity. If you do not attend the General Meeting in person You may select from the following three options: vote by post; be represented by any person of your choice, by either: sending the form; sending an to the following address: procuration.electronique@gfi.fr This must contain the following information: Gfi Informatique General Meeting, full name, address and CACEIS identifier (listed on the top right of the form), as well as the full name and address of the appointed agent. This must be signed electronically using an electronic signature procedure which is based on a reliable system for identifying the shareholder that ensures that he is the source of contents of the to which it is attached (Article of the French Civil Code). Page 3 Combined Shareholders General Meeting of 8 June 2018

4 How to participate in the Meeting The shareholder is responsible for obtaining electronic signature certificates or keys. The proxy so granted may be revoked following the same procedure sent to the same electronic address. This procedure may only be used for the notice or revocation of the mandate; no other request or notice for any other purpose will be taken into consideration and/or processed; sending a proxy to the Company without specifying the agent, which constitutes a proxy given to the Chairman of the Meeting. In all cases, you must indicate your choice using the single postal vote form or proxy form attached to the notice of meeting, along with the documents and information specified by law. Postal vote forms will only be taken into consideration if the duly completed forms reach CACEIS or the registered office of the Company no later than midnight, 5 June 2018, Paris time. Notices of appointment or termination of proxies given by an electronically signed must be sent no later than 3 p.m. 7 June 2018, Paris time. Postal vote forms and proxies issued by shareholders who are not resident in France, for which an intermediary was registered on their behalf in the Company s registered securities accounts, must be submitted to CACEIS through their registered intermediary and will only be taken into consideration by CACEIS if the identity of the corresponding shareholders has been disclosed to it either voluntarily or at the request of the Company or its agent, in accordance with French law. When a shareholder has voted by post, issued a proxy, or requested an admission card, that shareholder may no longer select another procedure for participating in the General Meeting. Page 4 Combined Shareholders General Meeting of 8 June 2018

5 How to participate in the Meeting How to complete your voting form or proxy 1 You have decided to vote by post Check the box I am voting by post and specify your vote in the numbered boxes which correspond to the draft resolutions presented or approved by the Board of Directors and listed in the meeting notice. To vote YES to the resolutions, leave the boxes blank To vote NO or to abstain (which is equivalent to voting no ) to some of the proposed resolutions, blacken each of the corresponding boxes individually Indicate your choice where the resolutions are submitted by shareholders and not approved by the Board of Directors 2 Date and sign in the box at the bottom of the form You have decided to issue a proxy to the Chairman Check the box I hereby grant a proxy to the Chairman of the General Meeting You have decided of grant a proxy to a specific person (a natural person or legal entity, that will attend the meeting). Check the box I hereby grant a proxy to and specify the identity of the natural person or legal entity that will represent you (full name and address). Date and sign in the box at the bottom of the form. Do not forget to specify your choice if you are voting by post and in the event amendments or new resolutions are submitted during the meeting. If resolutions are submitted by shareholders and not approved by the Board of Directors, vote in box no. 5. Regardless of your choice, Date and sign. A shareholder who has already voted remotely, submitted a proxy or requested an admission card or certificate of participation, may sell all or part of his shares at any time. However, if the transfer of ownership takes place prior to midnight, Paris time, on the second business day preceding the Meeting, i.e., 6 June 2018, the Company shall, as a result, invalidate or change, as appropriate, the remote vote, proxy, admission card or certificate of participation. To this end, an intermediary covered by Article L of the French Monetary and Finance Code must issue notice of the transfer of ownership to the Company or its agent and submit the appropriate information to it. No transfer of ownership completed after midnight, Paris time, on the second business day preceding the Meeting, i.e., 6 June 2018, regardless of the procedure followed, may be notified by the intermediary covered by Article L of the French Monetary and Finance Code or be taken into consideration by the Company, notwithstanding any agreement to the contrary. Page 5 Combined Shareholders General Meeting of 8 June 2018

6 How to participate in the Meeting How to complete your voting form or proxy You wish to attend the Meeting: check box A You wish to vote by post, check here and follow the instructions You wish to grant a proxy to the Chairman of the Meeting: check here You wish to grant a proxy to a specific person who will be present at the Meeting: check here and insert the contact information (full name and address) of this person Do not forget to complete this box if you vote by post or if amendments or new resolutions are presented during meeting. Blacken the box corresponding to your choice. Vote here if resolutions are presented by shareholders which are not approved by the Board of Directors. To vote, blacken the box corresponding to your choice. Regardless of your choice, date and sign here. Page 6 Combined Shareholders General Meeting of 8 June 2018

7 Agenda The shareholders are hereby informed that the Combined Shareholders General Meeting will be called at 10:00 a.m. 8 June 2018 (a reception for attendees will be held at 09:15 a.m.) at the registered office of Gfi Informatique, located at 145, boulevard Victor Hugo, Saint-Ouen, to deliberate on the following agenda: Ordinary Items 1. Approval of the financial statements for the financial year ended 31 December 2017; 2. Approval of the consolidated financial statements for the financial year ended 31 December 2017; 3. Allocation of profit for the financial year ended 31 December 2017 and determination of the dividend; William Bitan and non-replacement; 11. Expiry of the term of office as Observer of Mr Henri Moulard and renewal thereof; 12. Authorization to be granted to the Board of Directors for the Company to purchase its own shares using the mechanism specified in Article L of the French Commercial Code; 4. Determination of the annual amount of the attendance fees allocated to members of the Board of Directors; 5. Approval of the regulated agreement concluded with Auteuil Conseil related to a reassessment of the annual fees effective April 1st 2018 and an additional fees for financial year 2017; 6. Approval of the regulated agreement concluded with Auteuil Conseil related to extraordinary additional fees for, inter alia, the majority stake acquired by Mannai Corporation; 7. Approval of the agreements and undertakings covered by Articles L et seq. of the French Commercial Code; 8. Approval of the fixed, variable, exceptional components of the overall compensation and all other benefits in kind allocated for the financial year 2017 to Mr. Vincent Rouaix, as Chairman of the Board of Directors and General Manager; 9. Approval of the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the overall compensation and all other benefits in kind to be awarded for the financial year 2018 to the Chairman of the Board of Directors and General Manager; 10. Expiry of the term of office as director of Mr Page 7 Combined Shareholders General Meeting of 8 June 2018

8 Extraordinary Items 13. Authorization to be granted to the Board of Directors, for a period of twenty-six months, for the purpose of granting free shares of existing or future shares of the Company for the benefit of employees and / or executive corporate officers of the Company and related entities, subject to performance conditions and up to a limit of 1.82% of the capital (1,200,000 shares) of which a maximum of 25% may be allocated to executive corporate officers; 14. Authorization for the Board of Directors to reduce the share capital by cancelling treasury shares 15. Delegation of authority to the Board of Directors to increase the Company s share capital by issuing ordinary shares and/or any securities granting access to the Company s share capital, with a continuation of the shareholder s preferential subscription right; 16. Delegation of authority to the Board of Directors, by way of private placement referred to article L of the French Monetary and Finance Code, issuing ordinary shares and/or any securities granting access to the Company s share capital, without a preferential subscription right; 17. Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with a shareholders preferential subscription right; 18. Delegation of authority to the Board of Directors to decide to increase the share capital subject to a 10% limit to compensate for in-kind contributions granted to the Company in the form of equity securities or other transferable securities convertibleto equity; 19. Delegation of authoriy to the Board of Directors to increase the share capital by incorporating reserves, income, premiums or similar items; 20. Delegation of authority to the Board of Directors to complete share capital increases in favour of participants in a company savings plan without a preferential subscription right; Ordinary and Extraordinary Items 21. Powers to carry out formalities. Page 8 Combined Shareholders General Meeting of 8 June 2018

9 Description of the resolutions Resolutions within the competence of the Ordinary Shareholders General Meeting 1 st Resolution Approval of the financial statements for the financial year ended 31 December 2017 This resolution covers the approval of the financial statements for the year ended on 31 December 2017, which show a profit of 24,104, nd Resolution Approval of the consolidated financial statements for the financial year ended 31 December 2017 This resolution covers the approval of the consolidated financial statements for the year ended on 31 December 2017 which show a consolidated net profit attributable to owners of the Group of 37.3 million. 3 rd Resolution Allocation of profit for the financial year ended 31 December 2017 and determination of the dividend The purpose of this resolution is to decide upon the allocation of the profit and determine the dividend for the financial year ended 31 December The balance sheet for the financial year ended on 31 December 2017 shows a profit of 24,104, The Shareholders are recommended to allocate this profit as follows: Profit for financial year ,104, Allocation to the legal reserve 1,205, Balance: 22,899, Previous retained earnings 46,985, Distributable profit 69,885, Dividends 9,985, Retained earnings 59,899, th Resolution Determination of the annual amount of the attendance fees allocated to members of the Board of Directors We request you to approve for the financial year 2018, an overall amount of Directors attendance fees 250,000 to be allocated compensating the general activity of the Board of Directors, and to authorize the Board of Directors to distribute such Directors fees among the members of the Board of Directors according the terms which it shall present in its Report on Corporate Governance. 5 th Resolution Approval of the regulated agreement concluded with Auteuil Conseil related to additional fees for financial year 2017 and a reassessment of the annual fees effective April 1 st,2018 ; Under this resolution, you are asked to approve two amendments dated 16 March 2018 to the Auteuil Conseil services agreement with Gfi Informatique, to allocate, on one hand, a reassessment of the annual additional fees of 860,000 excluding VAT effective April 1 st,2018 and on the other hand, to allocate additional fees of 213,248 excluding VAT for the financial year ended on 31 December th Resolution Approval of the regulated agreement concluded with Auteuil Conseil related to extraordinary additional fees for, inter alia, the majority stake acquired by Mannai Corporation Under this resolution, you are asked to approve the amendment dated 16 March 2018 to the Auteuil Conseil services agreement with Gfi Informatique, allocating extraordinary additional fees of 500,000 excluding VAT for the financial year ended on 31 December This dividend of 0.15 per share will be detached from the share on 12 June 2018 and made available for payment as from 14 June Page 9 Combined Shareholders General Meeting of 8 June 2018

10 Description of the resolutions 9 th Resolution 7 th Resolution Approval of the agreements and undertakings covered by Articles L et seq. of the French Commercial Code Agreements may be concluded by Gfi Informatique and another company with which it has common directors, between the Company and its directors or with a shareholder holding more than 10% of share capital. The special report must also cover the agreements concluded and authorised during prior financial years the performance of which continued during the last financial year and which were reviewed by the Board of Directors. This is the purpose of the seventh resolution. 8 th Resolution Approval of the fixed, variable, exceptional components of the overall compensation and all other benefits in kind allocated for the financial year 2017 to Mr. Vincent Rouaix, as Chairman of the Board of Directors and General Manager Pursuant to the provisions of Articles L and R of the French Commercial Code, and after hearing the special report of the Auditors, you are asked to approve the fixed, variable, exceptional components of the overall compensation and all other benefits in kind allocated for the financial year 2017 to Mr. Vincent Rouaix, as Chairman of the Board of Directors and General Manager. These items are presented in Chapter 4. section 4.4- Compensation paid to corporate officers, in the annual financial report for financial year 2017, page This is the purpose of the eighth resolution. Approval of the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the overall compensation and all other benefits in kind to be awarded for the financial year 2018 to the Chairman of the Board of Directors and General Manager In the context of the ninth resolution, you are requested, pursuant to the provisions of Articles L and R of the French Commercial Code, to approve the features and criteria for setting, allocating and granting the fixed, variable and exceptional components making up the total compensation and benefits of all kinds attributable, in connection with his office, to the Chairman of the Board of Directors and the General Manager for financial year 2018, as set out in the Annual Financial Report for the financial year ended 31 December 2017 in Chapter 4, section 4.11 Supplementary report on the compensation of executive officers, page 123 and seq. In compliance with article L of the French Commercial Code, the amounts resulting from the implementation of these principles and criteria will be submitted to the shareholders approval during the General Meeting called to rule on the financial statements for the financial year ending Features and criteria for setting, allocating and granting the fixed, variable and exceptional components making up the total compensation and benefits of all kinds attributable to the Chairman of the Board of Directors and the General Manager for financial year 2018 The principles of the compensation of the Chairman of the Board of Directors and General Manager are proposed by the Appointment and compensation Committee, approved by the Board of Directors and submitted to the shareholders vote. The principles governing the determination of the compensation of the Chairman of the Board of Directors and General Manager are established in the framework of the Afep-Medef Code to which the Company is referring: Page 10 Combined Shareholders General Meeting of 8 June 2018

11 Description of the resolutions Principle of balance: the Appointment and Compensation Committee ensures that no element represents a disproportionate share of the Chairman of the Board of Directors and General Manager s compensation. Principle of competitiveness: the Appointment and Compensation Committee also ensures the competitiveness of the compensation of the Chairman of the Board of Directors and General Manager, through regular compensation surveys. Related to performance: the Chairman of the Board of Directors and General Manager s compensation is closely linked to Company performance. The payment of the year bonuses is subject to the achievement of precise, simple, and measurable objectives which are closely linked to Company s objectives. In accordance with these general principles of compensation, the Board of Directors, during its meeting on February 21 st, 2018, upon recommendation of the Appointment and Compensation Committee, set the compensation of the Chairman of the Board of Directors and General Manager based on particularly the Chairman of the Board of Directors and General Manager compensation history with regard to the performance of the Company. 10 th Resolution Expiry of the term of office as Director of Mr. William Bitan; non-replacement Based on a proposal from the Appointments and Compensation Committee, we request that you acknowledge the expiry of the directorship of Mr William Bitan and resolve neither to renew his directorship nor replace him. 11 th Resolution Expiry of the term of office as Observer of Mr. Henri Moulard office; renewal Based on a proposal from the Appointments and Compensation Committee, we request that you reappoint Mr. Henri Moulard as Observer for a term of three years, which will expire at the end of the Ordinary Shareholders General Meeting called in 2021 to approve the financial statements for the financial year ending 31 December Mr.Henri Moulard : is graduated of IEP Lyon and a holder of a DESS in Public law, Henri Moulard has been responsible for various managerial positions at Lyonnaise de Banque and Banque La Hénin. He was appointed Secretary-Genral of Lyonnaise de Banque in 1977, then General Manager in 1984 and Chairman in In 1992, he was appointed Chairman of the Executive Board of Banque de Neuflize and of the ABN Amro group in France. In 2000, he took over the chairmanship of Generali France. Between 2002 and 2016, he became Chairman of an independent private equity management company (Truffle Capital). In 1998, he was appointed as member of the Board of Directors of Gfi Informatique. He has served as a non-voting member of the Board of Directors of Gfi Informatique since th Resolution Authorization to be granted to the Board of Directors for the Company to purchase its own shares using the mechanism specified in Article L of the French Commercial Code We request that you renew, for a duration of eighteen (18) months, in favour of the Board of Directors, the authorization to purchase shares of the Company within the context of a share buyback program. This authorisation would allow the Board of Directors to acquire a number of the Company s Page 11 Combined Shareholders General Meeting of 8 June 2018

12 Description of the resolutions shares representing a maximum of 10% of the Company s share capital to, in particular: award bonus shares to employees and corporate officers of the Company and its associated companies; to allocate or transfer shares to employees under mandatory employee profit sharing schemes; to invigorate the market for Company s shares under a liquidity contract entered into with an independent investment services provider governed by terms in line with the code of conduct recognized by the AMF; to hold and subsequently use in exchange or as payment for any external growth transactions up to 5% of the share capital for exchanges as part of a merger, spin-off or asset contribution transaction; carrying entitlement, in any way whatsoever, to the allocation of Company shares; to reduce the share capital by cancellation of all or some of the shares acquired. The maximum share purchase price shall not exceed 10 per share, excluding acquisition expenses. During the public offering period, these transactions may only be undertaken in strict compliance with the conditions established in the General Regulations of the AMF and only to allow the Company to meet its prior commitments. This new authorization would cancel and replace for the unused part by the Board of Directors, the authorization given by the 14 th resolution of the Combined General Meeting of May 22 nd, to deliver or exchange shares when exercising the rights attached to shares Page 12 Combined Shareholders General Meeting of 8 June 2018

13 Description of the resolutions Resolutions within the competence of the Extraordinary Shareholders Meeting 13 th Resolution Authorization to be granted to the Board of Directors, for a period of twenty-six months, for the purpose of granting free shares of existing or future shares of the Company for the benefit of employees and / or executive corporate officers of the Company and related entities, subject to performance conditions and up to a limit of 1.82% of the capital (1,200,000 shares) of which a maximum of 25% may be allocated to executive corporate officers Context of the authorization request It is proposed to you to authorize your Board of Directors to grant performance shares to employees or/and executive corporate officers of the Company and/or of companies affiliated to in under the terms and conditions described hereunder. This resolution is part of long-term incentive plans set up on annual and pluriannual basis in favour of executive corporate officers and key employees of the Group. 1. Nature of the authorization It is proposed to you to authorize your Board of Directors, for a duration of twenty-six (26) months, to grant, to one or more occasions, performance shares in favor of employees or/and executive corporate officers of the Company or/and of companies affiliated to it. The resolution submitted to your General Meeting also specifies, that this authorization automatically entails the waiver by the shareholders of their pre-emptive rights to the shares granted and their rights over the reserves, profits and premiums that would be capitalized at the end of the period acquisition rights in the event of the issue of new performance shares granted pursuant to this resolution; 2. Maximum amount of the authorization The maximum amount of free shares that may be granted pursuant to the proposed delegation shall not exceed 1,200,000 shares representing a 1.82% of the share capital on the day of this General Meeting. 3. Sub-cap for the grant to Executives Directors The total number of shares granted to Executives Directors pursuant to the proposed authorization, shall not represent more than 300,000 shares, representing 25% of the allocated shares. 4. Vesting period A minimal vesting period of one (1) year, without holding period, if necessary, the Board of Directors shall adjust the vesting period and the holding period, it being specified that the cumulative duration of the vesting and holding periods can not be less than two (2) years. 5. Performance conditions The vesting of the free shares shall be subject to the achievement of performance conditions fixed by the Board of Directors. 6. Continued employment condition The vesting of free shares will be subject to a continued employment condition within the Group during the vesting period except in case of retirement or death. 14 th Resolution Authorisation granted to the Board of Directors to reduce the share capital by cancelling treasury shares One of the objective of the 2018 buy-back program is to cancel treasury shares. In the context of this resolution, it is proposed that the Combined General Meeting: 1. authorised the Board of Directors to reduce the share capital, on one or more occasions, in the proportions and at the times that it determined, by cancelling all or part of the Company s shares held by the Company following a share buyback Page 13 Combined Shareholders General Meeting of 8 June 2018

14 Description of the resolutions program, subject to a limit of 10% of the Company s share capital per period of twentyfour (24) months, and to correspondingly reduce the share capital; it was specified that the 10% limit applied to the Company s share capital which would, if appropriate, be adjusted to take into consideration any transactions involving the share capital that were subsequently approved at that Meeting; 2. resolved that the Board of Directors should have full authority, with the right to further delegate as specified by law, to implement this resolution and, in particular, to: a) determine the final amount of the capital decrease; b) establish the procedures for reducing capital and completing the capital decrease; c) allocate the difference between the book value of the cancelled shares and their par value to any available reserve or premium entries; d) acknowledge the completion of the capital decrease and amend the Bylaws accordingly; e) complete any formalities, take any steps and in general, take all necessary actions to effect the capital decrease; 3. resolved that this authorisation was granted for a term of eighteen (18) months as from day of this Meeting; and 4. formally acknowledged that this authorisation superseded, as from the date hereof, any prior delegation with the same purpose. 15 th Resolution Delegation to the Board of Directors of authority to decide the issue of shares and/or securities giving access to share capital and/or securities carrying a right to the allocation of debt securities, while maintaining preferential subscription rights It is proposed that, as previously authorized by the Combined General Meeting of June 28 th, 2016, the Board of Directors should have the ability to increase the authorized share capital with preferential subscription rights in order to finance the Company s development: (i) either, by issuing ordinary shares (excluding preferred shares); (ii) either, by issuing securities giving access to the share capital of the Company of any type whatsoever, issued at no cost or for consideration; The Board of Directors shall have full authority, as provided for by law, with the right to further delegate to the Chairman and General Manager and to any other person authorized under applicable legal and regulatory provisions, to implement this delegation. For all capital increase paid up in cash, a preferential subscription rights is granted to the shareholders, which is detachable and can be traded throughout the subscription period: for a minimum of five (5) trading days as from the start of the subscription period, each shareholder has the right to subscribe for a number of new shares that is proportional to his/her stake in capital. This resolution would also enable: to fix to 20% of the share capital, the maximum nominal amount of shares increases that may be carried out, on one or more occasions, either immediately or in the future, in the case of an issuance of securities giving access to the Company s share capital. This limit will also counts towards the total limit granted in the sixteenth (16 th ), seventeenth (17 th ), eighteenth (18 th ) as of the date of the present General Meeting; if appropriate, the nominal value of the additional shares to be issued to preserve the rights of the holders of transferable securities convertible to equity in accordance with legal and regulatory provisions, as well as applicable contractual provisions, will be added to these amounts; to fix to 120,000,000 (or the equivalent of that amount in the event of an issue in foreign currency) the nominal amount of the capital increases capable of being carried out in accordance with the present delegation and the sixteenth (16th) delegation.

15 Description of the resolutions Furthermore, the subscription for the shares or other transferable securities convertible to equity may be completed in cash or by set-off against the receivables owed by the Company. The shareholders may exercise their irrevocable preferential subscription right, as provided for by law; further, the Board of Directors shall have the right to grant shareholders the right to subscribe for a subscription right for a number of shares or securities which exceeds that which they could subscribe for on an irrevocable basis in proportion to the subscription rights which they have and, in any event, within the limit of their request. The period of validity of this authorization would be set up at twenty-six (26) months and would cancel, as of today, any previous delegation having the same purpose. 16 th Resolution Delegation to the Board of Directors of authority to decide the issue of shares and/or securities giving access to share capital and/or securities carrying a right to the allocation of debt securities through a private placement mentioned in article L.411-2, II of the French Monetary and Financial Code, without preferential subscription rights You are being asked within the framework of this resolution to grant in favor of your Board of Directors an authorization which allow the Company to issue shares by private placement with an increase in share capital or offers in combined securities without preferential right to subscription only for: (i) persons who provide investment services of portfolio management of third party accounts or (ii) qualified investors or a limited circle of investors, with the limit that these investors act for their own account. The purpose of this delegation is to optimize capital-rising for the Company and benefit from more favorable market conditions, because said financing method is both faster and simpler than capital increase based on public offering. You are asked to delegate, for a period of validity of twenty-six (26) months, to the Board of Directors, all the powers necessary to decide to increase the capital of the Company, on one or more occasions, in the proportions and at the times it will appreciate, both in France abroad, in euros, in foreign currencies or in any other monetary unit established by reference to several currencies, by the issue, on the French market, of foreign markets or the international market, by means of an offer pursuant to private placement referred to in Article L II of the French Monetary and Financial Code, in the proportions and at the times that it assesses, of Company shares (other than preference shares) or all other securities giving access, immediately or in the future, to capital (other than financial securities giving right to preference shares), of whatever nature, issued for free or for a fee. The subscription of the shares or securities giving access to the capital may be made either in cash or by offsetting with claims. The nominal amount without a preferential right to subscription that could be carried out immediately or in the future, pursuant to this delegation may not exceed 10% of the share capital during the same annual period and may not be higher than the amount of the ceilings set by the fifteenth (15 th ) resolution, in addition, where applicable, the nominal amount of the additional shares to be issued to preserve the rights of holders of securities giving access to the capital in accordance with the legal and regulatory provisions as well as contractual stipulations, and will be deducted from the global ceilings set by the fifteenth (15 th ) resolution of this meeting. This authorization cancels, as of today, any previous delegation having the same purpose. 17 th Resolution Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with a shareholders preferential subscription right In the event of any capital increase with or without preferential subscription rights which would be decided pursuant to a delegation of authority granted by your General Meeting, and in the event of an oversubscription to the shares Page 15 Combined Shareholders General Meeting of 8 June 2018

16 Description of the resolutions capital increases, we propose you to renew the authorization granted to the Board of Directors during the Combined General Meeting of June 28 th,2016, to increase the number of securities to be issued at the same price as that of the initial issue, within the periods and subject to limits provided by the regulations applicable (as at the date of this Shareholders General Meeting, within thirty (30) days after the close of the subscription), subject to a maximum of 15% of the initial issue and at the same price as that selected for the initial issue. the Board of Directors, with the right to further delegate to the Chairman and General Manager and to any other person authorized by the applicable legal and regulatory provisions, would all authority necessary to increase the number of securities to be issued in the event of an increase in the Company s share capital. You are being asked also to decide that the nominal value of capital increases and issues of transferable securities representing debt securities granting access to share capital completed pursuant to this delegation shall be included in the aggregate ceilings for capital increases and issues of transferable securities representing debt securities granting access to the Company s share capital specified in the fifteenth (15 th ) resolution of this Meeting. This authorization would be valid for a term of twenty-six (26) months as from the date of this Meeting; and supersedes, as from the date hereof, any prior delegation with the same purpose. 18 th Resolution Delegation of authority to the Board of Directors to decide to increase the share capital subject to a 10% limit to compensate for in-kind contributions granted to the Company in the form of equity securities or other transferable securities convertible to equity You are requested to delegate to the Board of Directors, for a period of twenty-six (26) months, all authority necessary in accordance with the provisions of Article L of the French Commercial Code to decide to issue shares or other equity securities of the Company, or securities granting access, by any means, immediately and/or in the future, to shares or other current or future equity securities of the Company, to compensate for in-kind contributions granted to the Company in the form of equity securities or other transferable securities convertible to equity. The Board of Directors would have full authority to implement this delegation, with the right to further delegate to the Chairman and General Manager. It is also proposed that you decide that the maximum nominal value of capital increases that might be completed be set at 10% of the Company s share capital and that it shall be included in the aggregate ceiling specified in the fifteenth (15 th ) resolution, in addition, if appropriate, the nominal value of the shares or other transferable securities to be issued to preserve the rights of holders of transferable securities or of other rights granting access to the Company s share capital. Finally, it is specified that this delegation supersedes any prior delegation with the same purpose. 19 th Resolution Delegation of authority to the Board of Directors to increase the share capital by incorporating reserves, income, premiums or similar items We propose that you renew the authorization granted to the Board of Directors during the combined General Meeting of June 28, 2016, for a term of twenty-six (26) months, with all authority necessary to decide to increase the Company s share capital by incorporating reserves, income, premiums or similar items that may be incorporated, to be completed by issuing new shares allocated, at no cost, by increasing the par value of the Company s shares or by using both of said processes. It is specified that the maximum nominal value of share capital increases may not exceed 35% of the share capital, to which will be added, if appropriate, the nominal value of the shares or other transferable securities to be issued to preserve the rights of the holders of transferable securities or holders of other rights granting access to equity. The Board of Directors would have full authority to implement this delegation, Page 16 Combined Shareholders General Meeting of 8 June 2018

17 Description of the resolutions with the right to further delegate to the Chairman and General Manager. Finally, it is specified that this delegation supersedes any prior delegation with the same purpose. of the Group who belong to the Group savings plan. Currently, under the employee savings plan, Group employees hold 0.3% of the Company s share capital, and a share capital increase will only be allowed for a maximum nominal value of 1% of the Company s share capital. 20 th Resolution Delegation of authority to the Board of Directors to complete capital increases in favour of participants in a company savings plan, without a preferential subscription right The purpose of the twentieth resolution is to authorise the Board of Directors, for a period of twenty-six (26) months, to issue shares and/or transferable securities which grant access to the Company s share capital reserved for employees 21 st Resolution Power for formalities This power is necessary to accomplish the formalities. Page 17 Combined Shareholders General Meeting of 8 June 2018

18 Draft resolutions Ordinary resolutions First resolution Approval of the individual financial statements for the financial year ended 31 December 2017 The shareholders, voting pursuant to the quorum and majority requirements for ordinary general meetings of shareholders, having familiarized themselves with the reports of the Board of directors and the statutory auditors on the individual financial statements for the financial year ended 31 December 2017, approved the individual financial statements for the said financial year, including the balance sheet, income statements and notes, as presented, which showed a profit of 24,104,487.94, as well as the transactions reflected in said financial statements or summarized in said reports. Second resolution Approval of the consolidated financial statements for the financial year ended 31 December 2017 The shareholders, voting pursuant to the quorum and majority requirements for the ordinary general meetings of shareholders, having familiarized themselves with the reports of the Board of directors and the statutory auditors on the consolidated financial statements for the financial year ended 31 December 2017, approved the consolidated financial statements for said financial year, which showed a consolidated net profit attributable to owners of the Group of 37.3 million. Third resolution Approval of the consolidated financial statements for the financial year ended 31 December 2017 The shareholders, voting pursuant to the quorum and majority requirements for the ordinary general meetings of shareholders, resolved, based on a proposal from the Board of Directors, to allocate and distribute said profit as follows: Profit for financial year 2017: 24,104, Allocation to the legal reserve 1,205, Balance: 22,899, Previous retained earnings 46,985, Distributable profit 69,885, Dividends 9,985, ( 0.15 x 66,570,771 shares) Retained earnings 59,899, This dividend of 0.15 per share will be detached from the share on June 12 th, 2018 and made available for payment as from June 14 th,2018. Page 18 Combined Shareholders General Meeting of 8 June 2018

19 Draft resolutions The shareholders resolved that the dividend corresponding to treasury shares as of the dividend was made available for payment would be allocated to the Retained earnings account. The amount of the dividend distributed would be eligible for a 40% deduction, solely for natural persons who are subject to personal income tax in France, in accordance with the previous of Article of the French General Tax Code. In accordance with the provisions of Article 243 bis of the French General Tax Code, the following income has been distributed for the prior three years and is eligible for the 40% deduction specified in article of the French General Tax Code: (in euros) Nominal Value Dividend per share Total dividends paid 9,985,615 9,875,233 5,432,937 Total dividends eligible for the deduction 9,985,615 9,875,233 5,432,937 Fourth resolution Determination of the annual amount of the attendance fees allocated to members of the Board of directors The shareholders, voting pursuant to the quorum and majority requirements for the ordinary general meetings of shareholders, having familiarized themselves with the reports of the Board of directors, set the maximum annual amount of the attendance fees allocated to the Board of directors for the financial year 2018 and subsequent financial years at 250,000. The shareholders granted full authority to the Board of directors to allocate the attendance fees, in whole or in part, in accordance with the procedures that it would determine. Fifth resolution Approval of the regulated agreement concluded with Auteuil Conseil related to a reassessment of the annual fees effective April 1st, 2018 and to an additional fee for financial year 2017 The shareholders, voting pursuant to the quorum and majority requirements for the ordinary general meetings of shareholders, having familiarized themselves with the special report of the statutory auditors on regulated agreements and undertakings, approved the amendments dated 16 March 2018 of the Auteuil Conseil services agreement with Gfi Informatique, which determined on one hand the reassessment of the annual fees to 860,000 excluding VAT, to be effective on April 1st, 2018, and in another hand, the additional fees of 213,248 excluding VAT for the financial year ended 31 December Page 19 Combined Shareholders General Meeting of 8 June 2018

20 Draft resolutions Sixth resolution Approval of the regulated agreement concluded with Auteuil Conseil related to extraordinary additional fees for, inter alia, the majority stake acquired by Mannai Corporation The shareholders, voting pursuant to the quorum and majority requirements for the ordinary general meetings of shareholders, having familiarized themselves with the special report of the statutory auditors on regulated agreements and undertakings, approved an amendment dated 16 March 2018, pursuant the amendment dated 23 December 2015 to the Auteuil Conseil services agreement with Gfi Informatique, which determined the additional exceptional fees of 500,000 excluding VAT, for the financial year ended 31 December Seventh resolution Approval of the agreements and undertakings covered by Articles L et seq. of the French Commercial Code The Shareholders, voting pursuant to the quorum and majority requirements for Ordinary Shareholders General Meetings, acknowledged the special report prepared by the Auditors on the agreements and undertakings covered by Articles L and seq. of the French Commercial Code and approved said report and the agreements and undertakings which it addressed. Eighth resolution Approval of the fixed, variable, exceptional components of the overall compensation and all other benefits in kind allocated for the financial year 2017 to Mr. Vincent Rouaix, as Chairman of the Board of Directors and General Manager The Shareholders, acting in accordance with Article L of the French Commercial Code, after reviewing the Management Report and, in particular, the Corporate Governance Report which is incorporated therein, approved the fixed, variable and exceptional components of the total compensation, as well as the benefits of any kind paid or awarded for the year ended December 31, 2017, in accordance with the provisions of Article R of the Commercial Code, to Mr. Vincent Rouaix, Chairman and General Manager, all of these components appearing in the Registration Document for the year ended December 31, 2017 in Chapter 4, paragraph 4.4- Compensation paid to corporate officers, pages Ninth resolution Approval of the principles and criteria for determining, allocating and awarding the fixed, variable and exceptional components of the overall compensation and all other benefits in kind to be awarded for the financial year 2018 to the Chairman of the Board of Directors and General Manager The Shareholders, voting under the conditions of quorum and majority required for Ordinary General Meetings, after taking note of the report of the Board of Directors and the supplementary Page 20 Combined Shareholders General Meeting of 8 June 2018

21 Draft resolutions report on the remuneration of the executive corporate officers, pursuant to article L of the French Commercial Code, approved the principles and criteria for determining, allocating the fixed, variable and exceptional components of the total compensation and benefits of any kind attributable, due to its mandate, to the Chairman and General Manager for the 2018 financial year, as presented in the Annual Registration Document for the year ended December 31, 2017 in Chapter 4 paragraph Supplementary report on the compensation of executive officers, pages 123 and following. Tenth resolution Expiry of the term of office as Director of Mr. William Bitan; non-replacement The Shareholders, voting pursuant to the quorum and majority requirements for Ordinary Shareholders General Meetings, having familiarised themselves with the report of the Board of Directors, noting the expiry of Mr. William Bitan s directorship, resolved not to renew his directorship or replace him. This resolution would take effect at the end of the General Meeting. Eleventh resolution Expiry of the term of office as Observer of Mr. Henri Moulard; renewal The Shareholders, voting pursuant to the quorum and majority requirements for Ordinary Shareholders General Meetings, having familiarised themselves with the report of the Board of Directors, resolved to reappoint Mr. Henri Moulard as observer for a term of three years, i.e., until the end of the Ordinary Shareholders General Meeting called to approve the financial statements for the financial year ending 31 December 2020 and held in This resolution would take effect at the end of the General Meeting. Twelfth resolution Authorization to be granted to the Board of Directors for the Company to purchase its own shares using the mechanism specified in Article L of the French Commercial Code The Shareholders, voting pursuant to the quorum and majority requirements for Ordinary General Shareholders Meetings, having familiarised themselves with the report of the Board of Directors and in accordance with the provisions of Articles L et seq. of the French Commercial Code, Articles to of the AMF s General Regulation and Regulation (EU) 596/2014 of 16 April 2014 on market abuse (MAR) and Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing the MAR Regulation, authorised the Board of Directors to purchase a number of Gfi Informatique shares representing up to 10% of the current share capital, at a maximum price per share of 10. If required, the number of shares would be adjusted in the event of transactions on the share capital, particularly in the event of a capitalisation of reserves, profit or premiums and bonus share allocation, division or grouping of shares; The Board of Directors would be able to use this authorisation to, inter alia, achieve the following objectives: award bonus shares to employees and corporate officers of the Company and its associated companies; to allocate or transfer shares to employees under mandatory employee profit sharing schemes; Page 21 Combined Shareholders General Meeting of 8 June 2018

22 Draft resolutions to invigorate the market for Company s shares under a liquidity contract entered into with an independent investment services provider governed by terms in line with the code of conduct recognised by the AMF; to hold and subsequently use in exchange or as payment for any external growth transactions up to 5% of the share capital for exchanges as part of a merger, spin-off or asset contribution transaction; to deliver or exchange shares when exercising the rights attached to shares carrying entitlement, in any way whatsoever, to the allocation of Company shares; to reduce the share capital by cancellation of all or some of the shares acquired. This programme was also designed to allow the Company to perform transactions on the Company s shares for any other permitted purpose or a purpose which has been authorised by current legislation or regulations. In such a scenario, the Company would notify its shareholders in a published statement. The acquisition, sale or transfer of these shares may take place at any time, including during a takeover bid, in line with regulations, and by any means, including on the market or over the counter or by means of the acquisition of blocks of shares, by the use of derivative products or through the implementation of option strategies. During a takeover bid, these transactions would only be able to take place in strict compliance with the conditions of Article , II of the AMF General Regulation, to allow the Company to honour its previous commitments, and only: a) if, on the one hand, the bid for Gfi Informatique shares was made fully in cash; and b) if, on the other hand, the buyback transactions were to take place as part of an ongoing program, fall under one of the objectives referred to above and were not likely to result in the bid failing. The Shareholders granted all powers to the Board of Directors, with subdelegation authority, to implement this authorisation and to place any orders, enter into any agreements, draw up and modify any documents, particularly information documents, perform all formalities and make any declarations to any bodies, and generally, do anything necessary to enforce this authorisation. The Board would inform the Ordinary Annual General Meeting of the transactions carried out in accordance with this resolution. The authorisation granted to the Board of Directors was valid for eighteen (18) months from this meeting; it terminated and replaced, for the remaining period and for the amounts unused to date, the authorisation issued by the Ordinary and Extraordinary General Meeting of 22 May Page 22 Combined Shareholders General Meeting of 8 June 2018

23 Draft resolutions Extraordinary Resolutions Thirteenth resolution Authorization to be granted to the Board of Directors, for a period of twenty-six months, for the purpose of granting free shares of existing or future shares of the Company for the benefit of employees and / or executive corporate officers of the Company and related entities, subject to performance conditions and up to a limit of 1.82% of the capital (1,200,000 shares) of which a maximum of 25% may be allocated to executive corporate officers. The shareholders, voting pursuant to the quorum and majority requirements for Extraordinary Shareholders General Meetings, having familiarised themselves with the report of the Board of Directors and the special report of the Auditors, in accordance with the provisions of Article L of the French Commercial Code: 1. authorizes the Board of directors to proceed, on one or more occasions, to the free allocation of existing or future ordinary shares of the Company, for the benefit of employees or of executive officers of the Company and French and foreign companies or economic interest groups related to it under the conditions set out in Article L of the French Commercial Code, or certain categories of them; 2. decides, without prejudice of the adjustments as referred below, that the total number of free shares allocated may not exceed 1.82% of the Company's share capital (1,200,000 shares), this limit being valued on the day the shares are awarded, it being specified that the number of shares allocated to executive officers may not exceed 25% of the total number of shares granted; In the case of executive officers, the Board of directors shall, under the conditions provided for by the Law, either impose clauses of inalienability of the free shares allotted before the cessation of the functions of the beneficiaries or fix a minimum number of free shares allocated to be kept in nominative register until the termination of their duties. 3. decides that the minimum vesting period after which the allocation of shares to their beneficiaries is fixed at one (1) year from the date of their allocation by the Board of directors, and gives full powers the Board of directors to set, if applicable, an acquisition period of more than one (1) year and, if applicable, set a retention period, it being specified that the cumulative duration of the vesting and conservation cannot be less than two (2) years. However, it is specified that the allocation shall be definitive in the event of death or disability of a beneficiary corresponding to the classification in the second or third of the categories provided for in Article L of the French Security Code. social security, the shares then becoming freely transferable In the event of death of the beneficiary, his heirs may request the final allocation of the shares within six months of the death, the shares then becoming freely transferable; 4. decides that the definitive allocation of shares to the beneficiaries must be subject to performance conditions determined by the Board of Directors; 5. acknowledges that this authorization automatically entails the waiver by the shareholders of their pre-emptive rights to the shares granted and their rights over the reserves, profits and premiums that would be capitalized at the end of the period acquisition rights in the event of the issue of new free shares granted pursuant to this resolution; 6. The General Meeting delegates full powers to the Board of Directors, with the option of subdelegation under the conditions provided for by the applicable legal and regulatory provisions, to implement this authorization, within the limits and under the conditions specified above, in particular to: Page 23 Combined Shareholders General Meeting of 8 June 2018

24 Draft resolutions a) determine the category or categories of beneficiaries of the shares (s); b) determine the period of vesting period and the duration of the holding obligation applicable to the share or allotments and, if necessary, modify these terms for any circumstance for which this resolution or the applicable regulations would permit such an amendment; set the conditions and performance criteria for the award (s); c) decide the amount of the allotment (s), the dates and methods of each, the date, even retroactive, from which the securities issued shall bear dividend; adjust, as the case may be, during the vesting period, the number of shares related to any capital or equity transactions of the Company in order to preserve the rights of the beneficiaries; record the completion of each capital increase by the amount of the shares actually subscribed, proceed to the subsequent formalities and amend the bylaws accordingly; d) on its sole decisions, after each increase, charge the costs of the capital increase to the amount of the share premiums related thereto and deduct from this amount the sums necessary to bring the legal reserve to onetenth of the new share capital; e) generally, take all measures to carry out the capital increases, under the conditions provided for regulations in force, to conclude all agreements (particularly with a view to ensuring the smooth completion of the issue), require all authorizations, carry out all formalities and take the necessary steps to achieve or halt the planned issues, and in particular to record the capital increase (s) resulting from any issue carried out by the use of this authorization, amend correspondingly the Articles of Incorporation. the Company, request the admission on the regulated market Euronext Paris of all securities issued pursuant to this authorization and provide the financial service of the securities concerned and the exercise of the rights attached thereto. 7. decides that the authorization granted to the Board of Directors is valid for a period of twenty-six months from the date of this Shareholders' Meeting and cancels any previous authorization having the same purpose. Fourteenth resolution Authorization for the Board of Directors to reduce share capital by cancelling treasury shares The shareholders, voting pursuant to the quorum and majority requirements for Extraordinary Shareholders General Meetings, having familiarised themselves with the report of the Board of Directors and the special report of the Auditors, in accordance with the provisions of Article L of the French Commercial Code: 1. authorized the Board of Directors to reduce the share capital, on one or more occasions, in the proportions and at the times that it determined, by cancelling all or part of the Company s shares held by the Company following a share buyback program, subject to a limit of 10% of the Company s share capital per period of Page 24 Combined Shareholders General Meeting of 8 June 2018

25 Draft resolutions twenty-four (24) months, and to correspondingly reduce the share capital; it was specified that the 10% limit applied to the Company s share capital which would, if appropriate, be adjusted to take into consideration any transactions involving the share capital that were subsequently approved at that Meeting; 2. resolved that the Board of Directors should have full authority, with the right to further delegate as specified by law, to implement this resolution and, in particular, to: a) determine the final amount of the capital decrease; b) establish the procedures for reducing capital and completing the capital decrease; c) allocate the difference between the book value of the cancelled shares and their par value to any available reserve or premium entries; d) acknowledge the completion of the capital decrease and amend the Bylaws accordingly; e) complete any formalities, take any steps and in general, take all necessary actions to effect the capital decrease; 3. resolved that this authorization was granted for a term of eighteen (18) months as from day of this Meeting; and 4. formally acknowledged that this authorisation superseded, as from the date hereof, any prior delegation with the same purpose. Fifteenth resolution Delegation of authority to the Board of Directors to increase the Company s share capital by issuing ordinary shares and/or any securities granting access to the Company s share capital, with a continuation of the shareholders preferential subscription right The Shareholders, voting pursuant to the quorum and majority requirements for Extraordinary Shareholders General Meetings, having familiarised themselves with the report of the Board of Directors and the special report of the Auditors, in accordance with the provisions of Articles L et seq. of the French Commercial Code and, in particular, Articles L to L , L , L , L , L and L thereto: 1. delegate to the Board of Directors all authority necessary to decide to increase the Company s share capital, on one or more occasions, in the proportions and at the times that it deems appropriate, both in France and abroad, in euros, in foreign currencies or in any other monetary unit calculated by reference to multiple currencies, by issuing, with a continuation of shareholders preferential subscription right, ordinary shares of the Company or other transferable securities convertible to equity (other than transferable securities granting a right to preference shares), of any type whatsoever, issued at no cost or for consideration; 2. decide that the maximum nominal value of increases of the Company s share capital that may be completed, immediately and/or in the future, pursuant to this delegation, may not exceed a total of 20% of the share capital as of the date of the present General Meeting; it is specified that the aggregate maximum nominal value of the capital increases that may be completed pursuant to this delegation and pursuant to those granted in the eighteenth, the nineteenth, the twentieth resolutions below is set at 20% of the share capital as of the date of the present General Meeting; 3. decide that, if appropriate, the nominal value of the additional shares to be issued to preserve the rights of the holders of transferable securities Page 25 Combined Shareholders General Meeting of 8 June 2018

26 Draft resolutions convertible to equity in accordance with legal and regulatory provisions, as well as applicable contractual provisions, will be added to these amounts; 4. further decide that the nominal value of the transferable securities representing debt securities which grant access to the Company s share capital that may be issued pursuant to this delegation may not exceed a total of 120,000,000, or the equivalent of that amount in the event of an issue in foreign currency or in an accounting unit calculated by reference to multiple currencies; the aggregate maximum nominal value of the transferable securities representing debt securities which grant access to the Company s share capital that may be issued pursuant to this delegation may not exceed the amount specified in this paragraph; this ceiling is independent of and separate from the debt securities the issue of which is approved or authorised by the Board of Directors in accordance with Article L of the French Commercial Code, as well as from debt securities granting a right to the distribution of other debt securities or those granting access to existing equity securities the issue of which is approved or authorised by the Board of Directors in accordance with the last paragraph of Article L , the last paragraph of Article L or as specified in Article L A of the French Commercial Code; 5. decide that this delegation is valid for a term of twenty-six (26) months as from the date of this Meeting; 6. decide that subscription for the shares or other transferable securities convertible to equity may be completed in cash or by set-off against the receivables owed by the Company; 7. decide that the shareholders may exercise their irrevocable preferential subscription right, as provided for by law; further, the Board of Directors shall have the right to grant shareholders the right to subscribe for a subscription right for a number of shares or securities which exceeds that which they could subscribe for on an irrevocable basis in proportion to the subscription rights which they have and, in any event, within the limit of their request; if the subscriptions under irrevocable subscription rights and, if appropriate, under additional subscription rights, have not absorbed the entire issue of shares or other transferable securities as defined above, the Board of Directors may exercise, in the order that it deems appropriate, some or all of the options below: a) limit the capital increase to the amount of subscriptions, subject to the provisions of Article L I.1 of the French Commercial Code; b) freely allocate all or part of the unsubscribed shares for irrevocable subscription rights and, if appropriate, for additional subscription rights; c) offer all or part of the unsubscribed shares to the general public; 8. acknowledge that, if appropriate, this delegation automatically constitutes, for the benefit of holders of transferable securities that might be issued which grant access to the Company s equity, a waiver by the shareholders of their preferential subscription right to the shares to which said transferable securities would grant entitlement; decide that warrants in the Company may be issued using a subscription offering as specified above, but also through a bonus issue to owners of old shares; decide that, in the event of the bonus issue of independent stock subscription warrants (bons autonomes de souscription), the Board of Directors shall have the right to decide that fractional allotment rights will not be negotiable and that the corresponding shares will be sold; 9. decide that the Board of Directors shall have full authority, as provided for by law, with the right to further delegate to the Page 26 Combined Shareholders General Meeting of 8 June 2018

27 Draft resolutions Chairman and General Manager and to any other person authorised under applicable legal and regulatory provisions, to implement this delegation, in particular, to: a) determine the dates, prices and other procedures for the issues, as well as the form and characteristics of the transferable securities to be created; b) set the amounts and the dividend date, with or without retroactive effect, of the shares to be issued; c) determine the method for paying for the shares or other transferable securities issued and, if appropriate, the conditions for their purchase or exchange; d) suspend, if appropriate, the exercise of the right to receive shares attached to transferable securities to be issued for a period which may not exceed three (3) months; e) make any adjustments, in accordance with applicable laws and regulations, and, if appropriate, contractual provisions, to take into consideration the impact of transactions involving the Company s share capital, in particular, in the event of a change in share par value, a capital increase by incorporating reserves, the allocation of bonus shares, split or reverse split of securities, distribution of reserves or any other assets, capital redemption or any other transaction involving shareholders equity; f) determine the procedures in accordance with which the rights of the holders of transferable securities granting access to the Company s share capital will be protected, if appropriate, in accordance with legal and regulatory provisions, as well as contractual provisions; g) make, if appropriate, any charge against issue premiums and, in particular, the expenses incurred in completing the issues and deduct from said premium the amounts necessary to increase the legal reserve to one-tenth of the new share capital after each increase; h) decide, in the event of the issue of transferable securities representing debt securities granting access to the Company s share capital and under the conditions established by law, whether they are subordinated or not, and determine their interest rate, currency, term (which may, if appropriate, be indefinite), the fixed or variable redemption price, with or without a premium, the redemption procedures based on market conditions and the conditions under which these securities grant a right to the Company s shares and other issue procedures (including the issue of guarantees or security interests) and redemption procedures; and change, throughout the term of the securities in question, in accordance with applicable formalities, the procedures so established; i) complete, directly or through an agent, all actions and formalities to finalise the issues of securities which may be completed pursuant to the delegation covered by this resolution; and j) take all necessary measures and conclude all agreements to successfully complete the planned issues, complete any formalities required to list the rights, shares Page 27 Combined Shareholders General Meeting of 8 June 2018

28 Draft resolutions or transferable securities issued on a regulated market, and acknowledge the share capital increases resulting from any issue completed by using this delegation and amend the Bylaws accordingly and, generally, complete all necessary actions; 10. acknowledge that this authorisation supersedes, as from the date hereof, any prior delegation with the same purpose. Sixteenth resolution Delegation of authority granted to the Board of Directors to issue, by private placement in accordance with article L II of the French Monetary and Financial Code, ordinary shares of the Company and/or securities giving access to the share capital, with cancellation of the preferential subscription right of the shareholders The General Meeting, voting in accordance with the quorum and majority requirements for Extraordinary Shareholders' Meetings, having read the report of the Board of Directors and the special report of the Statutory Auditors, in accordance with Articles L , L , L , L , L , L and following of the French Commercial Code: 1. delegates to the Board of Directors, all the powers necessary to decide to increase the capital of the Company, on one or more occasions, in the proportions and at the times it will appreciate, both in France abroad, in euros, in foreign currencies or in any other monetary unit established by reference to several currencies, by the issue, on the French market, of foreign markets or the international market, by means of an offer pursuant to private placement referred to in Article L II of the French Monetary and Financial Code, in the proportions and at the times that it assesses, of Company shares (other than preference shares) or all other securities giving access, immediately or in the future, to capital (other than financial securities giving right to preference shares), of whatever nature, issued for free or for a fee; 2. decides that the nominal amount of the capital increases of the Company, which may be carried out immediately or in the future, by virtue of this delegation may not exceed 10% of the share capital during the same annual period and may not be higher than the amount of the ceilings set by the seventeenth resolution, plus, where applicable, the nominal amount of the additional shares to be issued to preserve the rights of holders of securities giving access to the capital in accordance with the legal and regulatory provisions as well as contractual stipulations, and will be deducted from the global ceilings set by the seventeenth resolution of this meeting; 3. resolves to cancel the shareholders' preferential subscription right to ordinary shares and securities giving access to the capital that may be issued pursuant to this delegation; 4. decides that this delegation is valid for a period of twenty-six (26) months from the date of this Meeting; 5. decides that the subscription of the shares or securities giving access to the capital may be made either in cash or by offsetting with claims; 6. notes, where applicable, that this delegation automatically entails the waiver by the shareholders of their preferential subscription rights to the shares to which the securities that may be issued pursuant to this delegation give right; Page 28 Combined Shareholders General Meeting of 8 June 2018

29 Draft resolutions 7. decides, in accordance with Article L of the French Commercial Code, that: a) the issue price of the shares will be at least equal to the weighted average of the last three trading days of the Gfi Informatique share on the regulated Euronext Paris market prior to its fixing, possibly minus a maximum discount of 5 %; b) the issue price of the securities giving access by any means, immediately or in the future, to the Company's share capital shall be such that the amount received immediately by the Company, plus, where applicable, the amount that may be collected subsequently by it, ie, for each share or other share capital issued by the Company as a result of the issue of such securities, at least equal to the amount that it would receive by application of the minimum subscription price defined in subparagraph preceding, after correction, if any, of this amount, to take account of the difference in the date of the enjoyment; 8. decides that the Board of Directors shall have all powers, under the conditions set by law, and with the option of subdelegation to the Chairman and General Manager or to any other person authorized by the applicable legal and regulatory provisions, to implement the delegation and, in particular, to: a) determine, within the limits fixed by law, the dates, prices and other terms of the issues and the form and characteristics of the securities to be created; b) fix the amounts to be issued and the date of entitlement, with or without retroactive effect, of the securities to be issued; c) determine the method of payment of the shares or other securities issued and, where applicable, the terms of their redemption or exchange; d) suspend, if necessary, the exercise of allotment rights attached to the securities to be issued for a period of time which may not exceed three (3) months; e) to make any adjustments, in accordance with the legislative and regulatory provisions and, as the case may be, contractual stipulations, in order to take into account the impact of transactions on the capital of the Company, particularly in the event of a change in the par value of the share capital increase through the capitalization of reserves, the free allocation of shares, the division or consolidation of securities, the distribution of reserves or any other assets, the amortization of capital, or any other transaction on equity; f) set the terms and conditions under which, if applicable, the rights of holders of securities giving access to the Company's capital will be preserved in accordance with legal and regulatory provisions as well as contractual stipulations; g) to charge, where appropriate, all or part of the share premium (s), and in particular of the costs involved in carrying out the issues, and generally to make all necessary arrangements and to conclude all agreements to achieve the intended purpose of the issues envisaged, make any formalities required for the admission to trading on a regulated market of the rights, shares or securities issued, and record the capital increase (s) resulting from any issue made by the use of this delegation and amend accordingly the statuses ; Page 29 Combined Shareholders General Meeting of 8 June 2018

30 Draft resolutions h) decide, in the event of the issue of securities representing debt securities giving access to the Company's share capital and under the conditions set by law, whether or not they are subordinated and fix their interest rate and their currency, their duration, if any, indefinite, the fixed or variable redemption price, with or without a premium, the terms of depreciation according to the market conditions and the conditions under which these securities will give right to shares of the Company and their other terms of issue (including giving them guarantees or security) and depreciation; i) perform, either by himself or by an agent, all acts and formalities for the purpose of rendering final the capital increases that may be carried out pursuant to the authorization that is the subject of this resolution; j) amend the Articles accordingly and, generally, do all that is necessary; and 9. acknowledges that this authorization cancels, as of today, any previous delegation having the same purpose; Seventeenth resolution Delegation of authority to the Board of Directors to increase the number of shares to be issued in the event of a capital increase with a shareholders preferential subscription right The Shareholders, voting pursuant to the quorum and majority requirements for Extraordinary Shareholders General Meetings, having familiarised themselves with the report of the Board of Directors and the special report of the Auditors, in accordance with the provisions of Article L of the French Commercial Code: 1. delegate to the Board of Directors, with the right to further delegate to the Chairman and General Manager and to any other person authorised by the applicable legal and regulatory provisions, all authority necessary to increase the number of securities to be issued in the event of an increase in the Company s share capital with a preferential subscription right approved pursuant to the fifteenth resolution of this Meeting, under the conditions and within the periods determined by applicable law and regulations as from the date of the issue (as at the date of this Shareholders General Meeting, within thirty days after the close of the subscription, subject to the limit of 15% of the initial issue and at the same price as that selected for the initial issue); 2. decide that the nominal value of capital increases and issues of transferable securities representing debt securities granting access to share capital completed pursuant to this delegation shall be included in the aggregate ceilings for capital increases and issues of transferable securities representing debt securities granting access to the Company s share capital specified in the fifteenth resolution of this Meeting; 3. acknowledge, if appropriate, that this delegation automatically constitutes a waiver by the shareholders of their preferential subscription right to shares to which the transferable securities that might be issued pursuant to this delegation grant entitlement. 4. decide that this authorisation is valid for a term of twenty-six (26) months as from the date of this Meeting; and Page 30 Combined Shareholders General Meeting of 8 June 2018

31 Draft resolutions 5. acknowledge that this authorization supersedes, as from the date hereof, any prior delegation with the same purpose. Eighteenth resolution Delegation of authority to the Board of Directors to decide to increase the share capital subject to a limit of 10% to compensate for in-kind contributions granted to the Company in the form of equity securities or other transferable securities convertible to equity The Shareholders, voting pursuant to the quorum and majority requirements for Extraordinary Shareholders General Meetings, having familiarised themselves with the report of the Board of Directors and the special report of the Auditors, in accordance with the provisions of, in particular, Article L , paragraph 6 of the French Commercial Code: 1. delegate to the Board of Directors all authority necessary to decide, based on a report of the Contribution Auditors (Commissaires aux apports) specified in Article L (1) and (2) of the French Commercial Code, to issue shares or other equity securities of the Company, or other transferable securities granting access by any means, immediately and/or in the future, to shares or other current or future equity securities of the Company, to compensate for in-kind contributions granted to the Company in the form of equity securities or transferable securities convertible to equity, when Article L of the French Commercial Code does not apply; 2. decide that the maximum nominal value of immediate or future capital increases of the Company that may be completed pursuant to this delegation is set at 10% of the Company s share capital (as at the date the Board of Directors uses this delegation); the nominal value of capital increases that may be completed pursuant to this resolution will be included in the ceiling specified in the fifteenth resolution of this Meeting. The nominal value of the shares or other transferable securities to be issued to preserve, in accordance with applicable legal and regulatory provisions and with any contractual provisions providing for any other adjustments, the rights of the holders of transferable securities or holders of other rights granting access to the Company s share capital will be added to this ceiling, if appropriate; 3. decide that this delegation is valid for a period of twenty-six (26) months as from the date of this Meeting; 4. acknowledge, to the extent necessary, that this delegation constitutes a waiver by the shareholders of their preferential subscription right to shares and other equity securities and transferable securities so issued and to the shares and other equity securities of the Company to which the transferable securities that would be issued on the basis of this delegation may grant entitlement; 5. grant all authority to the Board of Directors, with the right to further delegate to the Chairman and General Manager and to any other person authorised by applicable legal and regulatory provisions, to implement this delegation and, in particular, to: a) decide whether to approve the report of the Contribution Auditor(s) and approve the valuation of contributions; b) determine the terms, conditions and procedures for the transaction, up to the limits established by the applicable legal and regulatory provisions and this resolution; Page 31 Combined Shareholders General Meeting of 8 June 2018

32 Draft resolutions c) determine the exchange parity and, if appropriate, the remainder to be paid in cash; d) acknowledge the number of shares contributed in the exchange; e) determine the dates, issue conditions, including the price and dividend date (including retroactive) of the shares or other new equity securities and, if appropriate, of the transferable securities granting immediate or future access to a portion of the Company s share capital, and in particular, value the contributions, as well as the grant, if appropriate, of individual benefits and reduce the valuation of contributions or compensation for individual benefits, if the contributors so agree; f) record as liabilities on the balance sheet in a contribution premium account, which will record the rights of all shareholders, the difference between the issue price of new shares and their par value; at its sole initiative, allocate the expenses of any issue to contribution premiums and deduct from said premium the amounts necessary to increase the legal reserve to one-tenth of the new share capital after each increase; and g) generally take any necessary measures, sign any agreements (in particular, to ensure the successful completion of the issue), request any authorisations, complete any formalities and complete any actions necessary to successfully complete the issues planned or which may arise, and, in particular, acknowledge capital increases due to any issue completed using this delegation, amend the Bylaws of the Company accordingly, request that all financial securities issued pursuant to this delegation be listed on the regulated Euronext Paris market and ensure the financial servicing of the relevant shares and the exercise of any rights attached thereto; and 6. acknowledge that this authorisation supersedes, as from the date hereof, any prior delegation with the same purpose. Nineteenth resolution Delegation of authority to the Board of Directors to increase the share capital by incorporating reserves, income, premiums or similar items The Shareholders, voting pursuant to the quorum and majority requirements for Ordinary Shareholders General Meetings, having familiarised themselves with the report of the Board of Directors and in accordance with the provisions of Articles L , L and L of the French Commercial Code: 1. delegate to the Board of Directors all authority necessary to decide to increase the Company s share capital, on one or more occasions, in the proportions and at the times that it deems appropriate, by incorporating into the share capital all or part of the reserves, income, premiums or similar items which may be incorporated into the share capital, to be completed by issuing new bonus shares, by increasing the par value of the Company s shares or by using both of said processes; 2. decide that the maximum nominal value of the capital increases that may be completed, immediately and/or in the future, pursuant to this delegation, may not exceed 35% of the share capital as of the date of the present General Meeting, Page 32 Combined Shareholders General Meeting of 8 June 2018

33 Draft resolutions to which amount will be added, if appropriate, the nominal value of the additional shares to be issued to preserve the rights of holders of equity securities in accordance with legal and regulatory provisions, as well as contractual provisions; the maximum nominal value of the capital increases that may be completed pursuant to this delegation is independent from any other delegation granted at this Meeting and shall not be included in any other aggregate capital increase ceiling set at this Meeting; 3. decide that this delegation is valid for a term of twenty-six (26) months as from the date of this Meeting; 4. decide that the rights to fractions of shares shall be neither negotiable nor saleable and that the corresponding shares will be sold; the proceeds from the sale will be allocated to the rights holders in accordance with applicable laws and regulations; 5. decide that the Board of Directors, with the right to further delegate to the Chairman and General Manager and to any other person authorised under applicable legal and regulatory provisions, shall have full authority to implement this delegation, in particular, to: a) determine the procedures and conditions for the transactions authorised above and, in particular, determine in this regard the amounts to be incorporated into the share capital, as well as the shareholders equity entry(ies) from which they will be deducted; b) determine the amounts to be issued and the dividend date, with or without retroactive effect, of the transferable securities to be issued; c) make any adjustments to take into consideration the impact of transactions on the Company s share capital; determine the procedures, if appropriate, pursuant to which the rights of holders of transferable securities granting access to the Company s share capital will be preserved in accordance with the legal and regulatory provisions, as well as contractual provisions; d) complete, directly or through an agent, all actions and formalities to finalise the capital increases which may be made pursuant to the delegation covered by this resolution; e) amend the Bylaws accordingly and, generally, complete any necessary actions; and 6. acknowledge that this authorisation supersedes, as from the date hereof, any prior delegation with the same purpose Twentieth resolution Delegation of authority to the Board of Directors to complete capital increases in favour of participants in a company savings plan The shareholders, voting pursuant to the quorum and majority requirements for Extraordinary Shareholders General Meetings, having familiarised themselves with the report of the Board of Directors and the special report of the Auditors, and in accordance with the provisions of Articles L et seq., L et seq. of the French Commercial Code and L et seq. of the French Labour Code: 1. delegate to the Board of Directors all authority necessary to increase the Company s share capital, on one or more Page 33 Combined Shareholders General Meeting of 8 June 2018

34 Draft resolutions occasions, in the proportions and at the times that it deems appropriate, in a maximum nominal value of 1% of the share capital as of the date of the present General Meeting, by issuing shares or transferable securities which grant access to the Company s share capital reserved for participants in a company savings plan (or any other savings plan reserved for participants to which Article L of the French Labour Code which allows a capital increase to be reserved under equivalent conditions), whether currently in existence or which is created within the Group, consisting of the Company and the French or foreign companies the financial statements of which are consolidated with those of the Company pursuant to Article L of the French Labour Code, and which, further, meet the conditions which may be established by the Board of Directors; said ceiling is set without taking into consideration the par value of the Company s ordinary shares to be issued to preserve, in accordance with applicable laws and regulations and, if appropriate, contractual provisions which provide for other adjustment scenarios, the rights of holders of transferable securities granting access to the Company s share capital, options to subscribe for or purchase new shares or bonus allotments; the maximum nominal value of the capital increases that may be completed pursuant to this delegation is independent from any other delegation granted at this Meeting and shall not be included in any other aggregate capital increase ceiling; 2. formally acknowledge, to the extent necessary, that this delegation constitutes a waiver by the shareholders of their preferential subscription right to shares and other equity securities of the Company to which the transferable securities which will be issued on the basis of this delegation may grant entitlement; 3. note that the subscription price of the new shares at each issue will be set in accordance with the provisions of Article L of the French Labour Code; 4. decide that the Board of Directors may award, subject to the limits specified in Article L of the French Labour Code, bonus shares or transferable securities which grant access to Company s share capital in respect of additional contributions and/or to replace the discount; 5. decide that, subject to the limits set above, the Board of Directors shall have full authority, as specified by law, and with the right to further delegate to the Chairman and General Manager and to any other person authorised under applicable legal and regulatory provisions, to implement this delegation, in particular, to: a) determine, subject to the limits set out above, the characteristics, amounts and procedures of any issue or bonus allotment of shares and other equity securities and transferable securities so issued b) determine that the issues or awards may be made directly to the beneficiaries or through collective entities; c) carry out capital increases pursuant to this delegation, subject to the ceiling specified above; d) set the subscription price of shares or transferable securities which grant access to the Company s share capital, in accordance with legal provisions; e) anticipate, to the extent necessary, the creation of a company savings plan or changes to current plans; f) determine the list of companies the employees of which will be the Page 34 Combined Shareholders General Meeting of 8 June 2018

35 Draft resolutions beneficiaries of the issues or bonus allotments made pursuant to this delegation, determine the deadline to pay for the shares, as well as, if appropriate, the seniority of the employees required to participate in this transaction, all within legal limits; g) make any adjustments of transferable securities which grant access to the Company s share capital, if necessary, to take into consideration the impact of the transactions on the Company s share capital, in particular, in the event of a change in share par value, a capital increase by incorporation of reserves, bonus allotments shares, split or reverse split of shares, distribution of reserves or any other assets, capital redemption, or any other transaction relating to shareholders equity; h) at its sole decision and if it deems appropriate, allocate the expenses, duties and fees incurred in the issues to issue premiums and deduct from said amount the amounts necessary to increase the legal reserve to onetenth of the share capital after each issue; i) complete, directly or through an agent, all actions and formalities to finalise the capital increases which may be completed pursuant to the delegation covered by this resolution; j) amend the Bylaws accordingly and, in general, complete all necessary actions; 6. decide that this delegation is given for a term of twenty-six (26) months as from the date of this Meeting; and 7. acknowledge that, as from the date hereof, this delegation supersedes any prior delegation with the same purpose. Twenty-first resolution Powers to carry out formalities The shareholders granted full authority to the bearer of a copy or an extract of these minutes recording their meeting to complete all legal formalities. Page 35 Combined Shareholders General Meeting of 8 June 2018

36 Business review Gfi Informatique s business as at 31 December 2017 Group performance: growth in revenue and EBITDA Group revenue for the 2017 financial year totalled 1,131.9 million euros, up by 11.5% compared to the previous financial year. On a like-for-like consolidation scope and exchange rate basis, the Company grew by 2.0%, including 0.4% in France and 9.1% in the international market. EBITDA was 88.2 million euros versus 80.1million euros in It was up by 10.1% and represented 7.8% of revenue. The Group s operating margin was 69 million euros, i.e. 6.1% of revenue compared with 61.7 million euros in 2016, an increase of 11.8% in value terms. In France: revenue increase Revenue in France rose 1.2% (0.4% on an organic basis) to million euros (74.5% of Group revenue in It is worth remembering that growth in France reflects an adverse calendar effect, with two fewer working days than in 2016, and the expected fall-off in activity on the 3SI outsourcing contract, signed in Restated for this impact, organic growth would have been 3.0% instead of 0.4%. Profitability in terms of EBITDA and operating margin declined very slightly, by 0.2 point. The contraction was due in part to recruitment difficulties in the first half, which dampened growth and increased our use of subcontracting. Hence, we powered ahead with our hiring plans, with a resulting significant turnaround in sales. On the basis of exactly the same calendar as last year, we posted 7.7% organic growth in the fourth quarter. At the same time, France has continued to develop business in the Digital, Outsourcing, Omni-commerce, Migration and proprietary software markets. These efforts were rewarded with significant contracts in Omnicommerce and large market shares with key accounts. Internationally: revenue up, successful international expansion Revenue for the year soared by 58.2% to 289 million, with organic growth of 9.1%. International activity accounted for 25.5% of sales compared with 18.0% the previous year, in line with the Group s goal of stepping up its international expansion. Note that in 2016 the Group acquired the entities Impaq, Efron and Roff. At 20.8 million euros, the operating margin accounted for 30.1% of total revenue, compared with 6.8% in the prior year. This organic growth and the very significant improvement in operating margin demonstrate the Group s capacity to consolidate and develop new activities in new geographies. 9.1% growth in operating income and 16.2% growth in net income Operating income came to 55.8 million euros, up by 9.1% on Higher restructuring costs meant that growth income was slightly lower than the increase in operating margin. Net income grew by 16.2% to 37,3 million euros while the diluted earnings per share rose from 0.49 euro in 2016 to 0.56 euro in Staff At 31 December 2017, the Group had 14,800 employees, including 9,800 in France. Outlook For 2018, while remaining attentive to the general economic environment, the Group will draw on the progress made and a strong balance sheet to accelerate growth, push ahead with its transformation, further international expansion and beef up its operating margin and net income. Page 36 Combined Shareholders General Meeting of 8 June 2018

37 Financial results for the last five financial years The share capital currently consists of one share class. (in thousands of euros) I - FINANCIAL POSITION AT THE END OF THE FINANCIAL YEAR Share capital 133, , , , ,901 Number of shares in issue 66,570,771 66,570,771 65,980,266 54,450,342 54,450,342 Number of convertible bonds ,074,417 10,077,917 II - COMPREHENSIVE INCOME FOR ALL ACTIVITIES Revenue excluding taxes 684, , , , ,651 Profit before tax, employee profit-sharing, depreciation and provisions 22,991 10,649 14,648 9,639 9,778 Employee profit-sharing for the year Income tax (8,236) (6,829) (5,849) (6,288) (5,507) Profit (loss) after tax, profit sharing, depreciation and provisions 24,104 23,191 16,731 16,061 13,019 Amount of Dividend distributed 9,985 (1) 9,875 9,897 5,445 5,438 III - COMPREHENSIVE EARNINGS PER SHARE Net income before amortisation, depreciation and provisions Profit (loss) after tax, profit sharing, depreciation and provisions Dividend 0.15 (1) IV - EMPLOYEES Average number of employees 5,598 5,533 4,943 4,452 4,325 Total payroll costs (in thousands of euros) 251, , , , ,409 Total employee benefits 111, ,864 98,096 86,285 82,998 (1) Subject to approval of the General Meeting Page 37 Combined Shareholders General Meeting of 8 June 2018

38 Request to receive documents and information The documents and information specified in Article R of the French Commercial Code To be returned to: CACEIS Corporate Trust Service Assemblées Générales Centralisées 14, rue Rouget de Lisle Issy Les Moulineaux Cedex 9 Fax: +33(0) The undersigned (1) Name (Mr, Mrs) Usual first name Street no. Complete address.. Postal code City. address Owner of registered shares bearer or administered registered shares (2) Would like to receive at the address above the documents or information specified in Article R of the French Commercial Code with respect to the Combined Shareholders General Meeting of 8 June 2018, with the exception of those which were attached to the single proxy form and postal voting form. Signed in... On 2018 Signature In accordance with Article R , para. 3 of the French Commercial Code, shareholders who hold registered securities may have the Company, upon simple request, send the aforementioned documents and information for subsequent shareholders Meetings. (1) For legal entities, state the exact company name. (2) Attach a copy of the certificate of participation issued by the intermediary which manages your securities. Gfi Informatique A French public limited company (société anonyme) with registered capital of 131,141,542 Registered office: 145, boulevard Victor Hugo Saint-Ouen Bobigny Trade and Companies Register no Page 38 Combined Shareholders General Meeting of 8 June 2018

39 Request for an admission card Bearer shareholders A request for an admission card and a request for a certificate of participation recording the accounting registration of your shares (see the following page) must be sent solely to the financial intermediary responsible for managing your shares. Registered shareholders The admission card request must be returned, without any other formality, to the bank: CACEIS Corporate Trust Service Assemblées Générales Centralisées 14, rue Rouget de Lisle Issy Les Moulineaux Cedex 9 Fax: +33(0) The undersigned (1) Name (Mr, Mrs) Usual first name Street no. Complete address.. Postal code City. address Owner of registered shares bearer or administered registered shares (2) Wishes to attend the Combined Shareholders General Meeting in person at 10 a.m. on 8 June 2018, 145 Boulevard Victor Hugo, Saint-Ouen. Signed in... On 2018 Signature (1) For legal entities, state the exact company name. (2) Attach a copy of the certificate of participation issued by the intermediary which manages your securities. Gfi Informatique A French public limited company (société anonyme) with registered capital of 133,141,542 Registered office: 145, boulevard Victor Hugo Saint-Ouen Bobigny Trade and Companies Register no

40 Request for a certificate of participation recording the accounting registration of your shares Addressee: (you must send this to your financial intermediary) Dear Sirs, In light of the Combined Shareholders General Meeting at 10 a.m. on 8 June 2018, 145, Boulevard Victor Hugo, Saint-Ouen, please send to CACEIS Corporate Trust, Service Assemblées Générales Centralisées, 14, rue Rouget de Lisle, Issy Les Moulineaux Cedex 9, fax no. +33 (0) , the certificate of participation recording the accounting registration of my shares no later than midnight, Paris time, on the second business day preceding the Meeting, i.e. 6 June In addition, I wish to attend this Meeting and, to this end, I request that you also send to CACEIS the attached form, an admission card request duly completed by me (see the previous page) (1) ; I do not wish to attend this Meeting, but would nevertheless like to participate. I request that you also send to CACEIS the attached proxy form and postal ballot, duly completed by me (1). Sincerely yours, Signed in... On Sender (2)... Signature (1) Check the corresponding box (2) Full name and address of the shareholder. Gfi Informatique A French public limited company (société anonyme) with registered capital of 133,141,542 Registered office: 145, boulevard Victor Hugo Saint-Ouen Bobigny Trade and Companies Register no Page 40 Combined Shareholders General Meeting of 8 June 2018

41 Page 41 Combined Shareholders General Meeting of 8 June 2018