ASSYSTEM_Registration_Document_2017

CORPORATE GOVERNANCE REPORT

COMPENSATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2017 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

A breakdown of the fees paid in 2016 and 2017 to members of the Board of Directors is provided in the following table:

Paid in 2017 for 2017 (in euros)

Paid in 2016 for 2016 (in euros)

Name

Title

Gilbert Lehmann

Director, Chairman of the Audit Committee and member of the Nominations and Compensation Committee Director, Chair of the Nominations and Compensation Committee and member of the Audit Committee Director, member of the Audit Committee and member of the Nominations and Compensation Committee

69,231

74,423

Miriam Maes

53,846

57,885

2

Tikehau Capital

46,154

49,615

Vincent Favier Virginie Calmels

Permanent representative of Tikehau Capital

–

–

Director

24,615

28,943

Total

193,846

210,866

year. There has to be a separate resolution for the Chairman & CEO and the CFO & Deputy CEO. The ex-post vote provided for in Article L. 225-100 of the French Commercial Code will only be applicable as from the 2018 Annual General Meeting. In accordance with the November 2016 revised version of the AFEP- MEDEF Code, at their Annual General Meetings companies are required to present the compensation due or paid to each executive officer for the previous year. This presentation is broken down into various components, including fixed, variable and exceptional compensation, stock options, performance shares, benefits payable on taking up or leaving office, supplementary pension benefits, and benefits in kind. In all cases this presentation has to be followed by a shareholder vote. GENERAL PRINCIPLES APPLICABLE TO EXECUTIVE OFFICERS’ COMPENSATION The Board of Directors determines the general principles of the Company's compensation policy for executive officers, based on proposals issued by the Nominations and Compensation Committee. This compensation policy takes into account the following principles as set out in the AFEP-MEDEF Code, which the Company uses as its corporate governance framework: ● Achieving a balanced structure between the various compensation components. In line with this, the Nominations and Compensation Committee must ensure that each compensation package is in the Company's interests and that the underlying reasons for its components are disclosed. ● Ensuring that the compensation determined by the Board of Directors is comprehensive, with all components of compensation taken into account when setting the overall compensation package. ● The Board of Directors and the Nominations and Compensation Committee must take care to ensure that the interests of the executive management team are aligned with those of the Company's shareholders in order to encourage shared value creation. ● Respecting the concept of comparability, which means that the Board and the Nominations and Compensation Committee must align executive officers’ compensation packages with market practices, taking into account each officer’s specific roles and responsibilities, the work they actually carry out and their performance. 2.2.2.2 Principles and components of the compensation and benefits of executive officers for 2018

At its 7 March 2017 meeting, in accordance with Articles 19 and 22 of the November 2016 version of the AFEP-MEDEF Code, the Board of Directors decided that: ● all of the Company's directors – except Dominique Louis and Tikehau Capital, who are already indirect shareholders of Assystem – would be required to invest a portion of their directors' fees in Assystem shares over the following three years (i.e. by the end of 2019) until the total amount invested corresponds to 10% of their annual directors' fees received; ● Philippe Chevallier would be required to invest a portion of his annual compensation in Assystem shares over the following two years (i.e. by the end of 2018) until the total amount invested corresponds to 10% of his annual compensation. At 31 December 2017, the Company's executive officers were: ● Dominique Louis, Chairman & CEO since 22 May 2014; ● Philippe Chevallier, CFO & Deputy CEO since 5 June 2015. 2.2.2.1 Presentation of the say on pay procedure Following the introduction of the “Sapin II” Act in France, the non-binding say on pay vote provided for in Article 26 of the AFEP-MEDEF Code has been replaced by a binding system that requires shareholders to give their approval through two different types of vote: ● A forward-looking ( ex-ante ) vote on the compensation policy applicable to executive officers. In accordance with Article L. 225- 37-2 of the French Commercial Code, once a year – and each time an executive officer's term is renewed – a resolution must be submitted at the Annual General Meeting concerning the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the total compensation and benefits of the Chairman, Chief Executive Officer(s) and Deputy Chief Executive Officer(s). ● A backward-looking ( ex-post ) vote on the implementation of the above- mentioned compensation policy, whereby shareholders at the Annual General Meeting are asked to approve the actual amounts of the fixed, variable and exceptional components making up executive officers' total compensation and benefits for the previous financial 2.2.2 COMPENSATION OF THE COMPANY'S EXECUTIVE OFFICERS

31

ASSYSTEM

REGISTRATION DOCUMENT 2017