Assystem - Registration Document 2016

ÉTATS FINANCIERS

PARENT COMPANY FINANCIAL STATEMENTS

6.3.5 STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

This is a free translation into English of the Statutory Auditors’ special report on regulated agreements with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards.

General Meeting called to approve the financial statements for the year ended 31 December 2016 To the Shareholders, In our capacity as Statutory Auditors of your Company, we hereby report to you on regulated agreements.

The terms of our engagement require us to communicate to you, based on information provided to us, the principal terms and conditions of those agreements brought to our attention or which we may have discovered during the course of our audit, without expressing an opinion on their usefulness and appropriateness or identifying such other agreements, if any. It is your responsibility, pursuant to Article R. 225-31 of the French Commercial Code (Code de Commerce) , to assess the interest involved in respect of the conclusion of these agreements for the purpose of approving them. Our role is also to provide you with the information stipulated in Article R. 225-31 of the French Commercial Code relating to the implementation during the past year of agreements previously approved by the Shareholders’ Meeting, if any. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents. Agreements submitted to the approval of the Shareholders’ Meeting We hereby inform you that we have not been advised of any agreement authorized during the year to be submitted to the approval of the Shareholders’ Meeting pursuant to Article R. 225-31 of the French Commercial Code. Prior-year agreements not approved by the Shareholders’ Meeting We hereby inform you of the following agreements, authorized during the year ended 2015, which were presented in our special report on regulated agreements for fiscal year 2015 and which were not approved by the Shareholders’ Meeting voting on the financial statements for fiscal year 2015, considering insufficient quorum . RIDER NO. 1 TO THE AGREEMENT BETWEEN HDL DEVELOPMENT SAS AND ASSYSTEM SA FOR THE REBILLING OF SERVICES FOR STRATEGY DEFINITION, ORGANISATION AND CONTROL OF THE ASSYSTEM GROUP ● Interested parties: Dominique Louis, Chairman of the Board of Directors of your Company and Chairman of HDL Development SAS and Salvepar SA, director of HDL Development SAS and of your Company; ● Nature and terms and conditions: At its meeting of 6 March 2015, your Board of Directors authorized the signing of Rider 1 to the agreement between HDL Development SAS and Assystem SA for the rebilling of services for strategy definition, management, organization and control of the Assystem Group provided by HDL SAS for HDL Development SAS. Your Board of Directors has justified the signing of this agreement stating the importance of the strategic service performance provided. This service performance is remunerated according to the following terms and conditions: ● a variable fee based on (i) Assystem’s consolidated EBITA (50% weighting) and (ii) Assystem’s free cash flow (50% weighting). The amount payable based on each of these criteria will be determined by linear interpolation 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). At its meeting of 7 March 2017, your Board of Directors approved the variable fee due to HDL SAS for an amount of €817,800 at 31 December 2016. The remuneration paid by your Company under the present agreement amounts to €1,165,800. ● a fixed fee amounting to €348,000;

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REGISTRATION DOCUMENT 2016