ASSYSTEM_Registration_Document_2017

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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

or Chairman of the Board of Directors appointed, the compensation principles described below in relation to the CFO & Deputy CEO would apply temporarily until a new compensation policy is approved by the shareholders in accordance with the applicable legislation. CFO & Deputy CEO – Philippe Chevallier At its meeting on 15 March 2018, the Board of Directors decided that Philippe Chevallier's fixed compensation for his role as CFO & Deputy CEO would remain unchanged at a gross annual amount of €315,000. If one or more new Deputy CEOs were to be appointed the principles applicable to the CFO & Deputy CEO would apply for determining their compensation policy, although the amount could vary depending on the profile, experience and level of responsibility of the new executive officer. Dominique Louis does not receive any variable compensation for his role as Chairman of the Board of Directors or Chief Executive Officer. For the purposes of completeness, it should be noted that on 1 April 2014, HDL and HDL Development signed a services agreement under which HDL undertook to provide services to HDL Development involving strategy definition, management, organisation and oversight for the Assystem Group. An addendum to this agreement provides for the payment of variable compensation for 2018 representing up to €800,000, based wholly on Asssytem’s consolidated EBITA margin, i.e. EBITA (including the share of profit of equity-accounted investees apart from Assystem Technologies Groupe) expressed as a percentage of revenue. The amount payable in relation to this criterion will be determined on a straight-line basis between a floor (i.e., the level below which the criterion is deemed not to have been met) and a cap (i.e. the level at which the criterion is deemed to have been fully met), it being specified that EBITA corresponds to profit (including the share of operating profit of equity-accounted investees whose business is directly related to the business of the Company’s fully-consolidated entities) before share- based payment expense (free shares/performance shares and stock options), acquisition costs, capital gains and losses arising on business divestments, and non-recurring items (i.e. income and expenses related to unusual, atypical and infrequent events). Based on the recommendation of the Nominations and Compensation Committee issued on 15 March 2018, the Board considered that this was the most appropriate criterion for setting the variable compensation payable for 2018 pursuant to this addendum. This is because EBITA margin is a key indicator of the Group’s profitability as it can be used to assess operating performance without taking into account the effect of non-recurring events or the financing methods chosen by the Company. VARIABLE COMPENSATION Chairman & CEO – Dominique Louis

● Creating a clear framework. This means that the Nominations and Compensation Committee and the Board must ensure that the rules are straightforward, consistent and transparent and that the performance criteria used correspond to the Company’s objectives and are clear, exacting and – wherever possible – cover a suitably long period. ● Complying with the principle of proportionality, namely striking the right balance between the various compensation components and taking into account the best interests of both the Company and its stakeholders, as well as market practices and the performance of the executive officers. STRUCTURE OF THE EXECUTIVE OFFICERS’ COMPENSATION PACKAGES FOR 2018 The compensation packages of the Company's executive officers comprise annual fixed and variable compensation, both of which are cash-settled (see below for details). Assystem's executive officers do not receive any directors' fees or other forms of compensation for their duties carried out within the Company. As an exception to this general rule, the Chairman & CEO's compensation package is exclusively made up of fixed compensation. The Company's compensation policy for its executive officers is regularly adapted in line with market practices for listed companies. The structure of the executive officers' compensation packages is reviewed each year by the Board of Directors – which sets their various components based on the recommendations of the Nominations and Compensation Committee – and will be submitted for shareholder approval at the 16 May 2018 Annual General Meeting (in the seventh and eighth resolutions) in accordance with paragraph 2 of Article L. 225-37-2 of the French Commercial Code. Dominique Louis receives an annual amount of fixed compensation for his role as Chairman of Assystem’s Board of Directors, which is set by the Board of Directors based on recommendations issued by the Nominations and Compensation Committee. This fixed compensation totals €50,000 (gross), unchanged since 2014. He does not receive any specific compensation for his duties as Chief Executive Officer. For the purposes of completeness, it should be noted that: (i) HDL, represented by Dominique Louis, receives gross annual compensation of €200,000 in its capacity as Chair of HDL Development; (ii) On 1 April 2014, HDL and HDL Development signed a services agreement under which HDL undertook to provide services to HDL Development involving strategy definition, management, organisation and oversight for the Assystem Group. This agreement was amended on 1 October 2014, 29 April 2015 and 7 March 2017. HDL’s fixed compensation under the agreement has been set at €348,000 for 2018. If a new Chairman & CEO were to be appointed or if these two positions were to be separated and a new Chief Executive Officer FIXED COMPENSATION Chairman & CEO – Dominique Louis

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ASSYSTEM

REGISTRATION DOCUMENT 2017