ASSYSTEM_Registration_Document_2017

CORPORATE GOVERNANCE REPORT BOARD OF DIRECTORS

In accordance with Article 10.3 of the AFEP-MEDEF Code, the Company’s non-executive directors meet at least once a year without any of the executive directors being present. THE AUDIT COMMITTEE The Audit Committee met seven times in 2017 with a 95.23% attendance rate. During these meetings the main topics addressed by the Committee were as follows: ● recurring matters including the forecast budget for the year, the parent company and consolidated financial statements, an analysis of risks and the corresponding provisions and the interim financial report for 2017; ● the review of all draft financial press releases and analyst presentations. During its meetings the Committee’s work specifically covered the following: ● on 1 February 2017, it reviewed the draft financial press release on 2016 revenue and examined the developments relating to the tax reassessment notice received by the Company in 2014 for tax research credits relating to 2010, 2011 and 2012; ● on 7 March 2017, it examined (i) the presentation of the parent company and consolidated financial statements for 2016 and the related accounting options selected, (ii) the Board of Directors' draft management report for 2016 and significant events after the reporting date, (iii) the draft report of the Chairman of the Board on the work of the Board of Directors and internal control procedures, and (iv) the draft press release for the Group's 2016 results and the related slideshow; ● on 26 April 2017, it examined the draft financial press release on Q1 2017 revenue as well as the related business review and reporting schedules at 31 March 2017; ● on 29 July 2017, it reviewed the draft financial press release on H1 2017 revenue and the related business review; ● on 7 September 2017, it (i) examined the Group’s consolidated financial statements and interim financial report at 30 June 2017 as well as the draft press release and related slideshow, and (ii) renewed the annual authorisation for the Chairman & CEO and the CFO & Deputy CEO to each decide on behalf of the Company to assign specific engagements to the audit firms KPMG and Deloitte or any entities in their network or to any other service providers; ● on 8 November 2017, it examined the draft financial press release on Q3 2017 revenue as well as the related business review and reporting schedules at 30 September 2017. THE NOMINATIONS AND COMPENSATION COMMITTEE The Nominations and Compensation Committee met once in 2017 (on 7 March) with 100% attendance. During this meeting, it: ● calculated and approved the variable compensation payable to the Company's executive management team for 2016; ● determined the criteria for setting the variable compensation of the Company's executive management team for 2017; ● drew up the information to be included in the shareholders’ say on pay votes; ● on 26 January 2017, it examined the 2017 budget;

packages of executives, the appointment of a director, the self- assessment of Board members, the allocation of directors' fees, sureties, deposits and guarantees and reviewing related party agreements; ● changes in the Group's strategy and planned external growth transactions. The Board’s work particularly covered the following: ● on 25 January 2017, the Board authorised the Chairman & CEO to redeem in advance of maturity all of the outstanding Odirnane bonds issued by the Company in 2014; ● an agreement on transferring the control of the GPS division to an investment fund managed by Ardian (a private equity firm), following which it called a General Meeting for the Company's shareholders to be consulted on the transaction, ● the filing of a binding offer to invest approximately €125 million in the capital of New Areva NP (renamed Framatome in January 2018), giving it a 5% ownership stake in this company, ● the principle of a public share buyback offer, involving the repurchase of at least 25% of the Company’s outstanding shares (corresponding to at least €200 million), to be launched by the Company in the fourth quarter of 2017 subject to the completion of the transfer of control of GPS; ● on 16 May 2017, the Board renewed Dominique Louis’ term of office as Chairman & CEO for a further three years and decided to keep the same members of the Board’s Committees; ● on 26 July 2017, the Board decided to grant free shares to 89 Group managers and authorised the refinancing of Assystem’s bank borrowings in connection with the transfer of control of GPS to Ardian; ● on 7 September 2017, the Board decided to grant free shares to 12 Group managers and, because a provisional date of 28 September 2017 had been set for the transfer of control of the GPS division, it appointed an independent valuer for the share buyback offer; ● on 16 October 2017, the Board placed on record the independent valuer’s statement that the terms and conditions of the share buyback offer were fair, approved said terms and conditions and called a General Meeting in order for the shareholders to vote on the resolution relating to reducing the Company’s capital by way of repurchasing shares through a public buyback offer with a view to cancelling them; ● on 21 December 2017, the Board authorised the Company to (i) invest up to €60.72 million in a potential equity financing round to be carried out by Assystem Technologies Groupe in order to help fund the potential acquisition of SQS by an Assystem Technologies Groupe subsidiary, (ii) sign a rider to the revolving credit facility agreement, raising the amount of the facility to €150 million from €120 million, and (iii) set up a €30 million investment loan. ● on 9 May 2017, the Board approved:

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● examined the succession plan for executives;

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ASSYSTEM

REGISTRATION DOCUMENT 2017