Assystem - 2018 Register document

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ANNUAL GENERAL MEETING OF 16 MAY 2019

STATUTORY AUDITORS’ REPORTS

Your Board of Directors held on 13 March 2019 decided that, in consideration of the above criteria, no variable portion will be owed to HDL Development SAS for the year ended 31 December 2018. AGREEMENTS AND COMMITMENTS NOT PREVIOUSLY AUTHORISED Pursuant to Articles L. 225-42 and L. 823-12 of the French Commercial Code, we inform you that the following agreement had not been authorised by your Board of Directors prior to its signature. It is our responsibility to provide you with the circumstances which explain why the preapproval authorisation process has not been followed. Acquisition of Longchamp advisory by Assystem SA

Interested party: Mr. Philippe Chevallier, Chief Financial Officer of your Company.

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● Nature and terms and conditions:

Your Company acquired the whole of the shares in Longchamp Advisory SAS, a company owned by Mr. Philippe Chevallier and his wife, Ms. Marie-Pierre Chevallier, respectively at 49% and 51%. The purchase price, based on the net equity of this company which has no liability in its balance sheet, amounted to €134,614.94. Your Board of Directors has justified the transaction by the fact that it contributed to the reorganisation of the Life Sciences operations. The preapproval authorisation process has not been followed as it was simply omitted. We inform you that your Board of Directors held on 13 March 2019 decided to approve this transaction afterwards.

Agreements and commitments already approved by the General Meeting

AGREEMENTS AND COMMITMENTS APPROVED IN PREVIOUS FINANCIAL YEARS BUT NOT APPLIED DURING THE PAST FISCAL YEAR We were, furthermore, informed of the continuation of the following agreements and commitments, already approved by the General Meeting in previous fiscal years but not performed during the past fiscal year. Severance payment due in case of termination of the mandate of Mr. Philippe Chevallier at the initiative of the Company

Interested party: Mr. Philippe Chevallier, Chief Financial Officer of your Company.

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● Nature and terms and conditions:

During its meeting of 9 March 2016, your Board of Directors approved the implementation to the benefit of Mr. Philippe Chevallier, Chief Financial Officer of your Company since 5 June 2015, of a termination indemnity of €500,000 in case his dismissal would be initiated by your Company without any cause prior to the General Meeting to be held in 2020 and approving the financial statements of 2019. The payment of such severance indemnity shall be conditional upon: ● the certification, without qualifications and within the legal deadlines, of the consolidated financial statements throughout his mandate; ● the achievement of an average Return On Capital Employed (ROCE) ratio (net of a normative tax expense) of at least 6% over the last three fiscal years. It should be noted that the said severance pay is not due in case of gross negligence or wilful misconduct.

Paris la Défense, 3 April 2019 The Statutory Auditors French original jointly signed by Éric Ropert, KPMG audit partner and Albert Aïdan, Deloitte & Associés audit partner.

KPMG Audit Département de KPMG SA

Deloitte & Associés

Éric ROPERT

Albert AÏDAN

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ASSYSTEM

REGISTRATION DOCUMENT 2018