Assystem - Registration Document 2016

CORPORATE GOVERNANCE 2 REMUNERATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2016 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

2.2.2.1 Presentation of the say on pay procedure Following the introduction of the “Sapin II Act” in France and in accordance with the November 2016 revised version of the AFEP- MEDEF Code, the non-binding “say on pay” shareholder vote has been replaced by a binding vote system. Under this process shareholders are given the following two votes: ● a forward-looking ( ex-ante ) vote on the policy applicable for setting executive officers’ remuneration. In accordance with Article L. 225- 37-2 of the French Commercial Code, once a year – and each time a term of office 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 of the overall remuneration and benefits in kind payable to the Chairman, Chief Executive Officer(s) and Deputy Chief Executive Officer(s). Assystem’s Board of Directors will submit a resolution concerning this ex-ante vote to the Company’s shareholders at the Annual General Meeting to be held on 16 May 2017; ● a backward-looking ( ex-post ) vote on the implementation of the above- mentioned policy, whereby shareholders are asked to approve the actual amounts of the fixed, variable and exceptional components making up executive officers’ overall remuneration and benefits for the prior financial year. There has to be a separate resolution for the Chairman & CEO and the CFO & Deputy CEO. Pursuant to Article L. 225-100 of the French Commercial Code, Assystem is not required to introduce this vote until the 2018 Annual General Meeting. However, Article 26 of the AFEP-MEDEF Code recommends introducing it as of the 2017 AGM. In accordance with the November 2016 revised version of the AFEP- MEDEF Code, at their Annual General Meetings companies are required to present the remuneration due or paid to each executive officer for the previous year. This presentation is broken down into various components, including fixed, variable and exceptional remuneration, 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. 2.2.2.2 Principles and components of the remuneration and benefits of executive officers for 2017 ( ex-ante say on pay vote) GENERAL PRINCIPLES APPLICABLE TO EXECUTIVE OFFICERS’ REMUNERATION The Board of Directors determines the general principles of the Company’s remuneration policy for executive officers, based on proposals issued by the Nominations and Remuneration Committee.

This remuneration 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 remuneration components. In line with this, the Nominations and Remuneration Committee must ensure that each remuneration package is in the Company’s interests and that the underlying reasons for its components are disclosed; ● ensuring that the remuneration determined by the Board of Directors is comprehensive, with all components of remuneration taken into account when setting the overall remuneration package; ● the Board of Directors and the Nominations and Remuneration Committee must take care to ensure that the interests of the 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 Remuneration Committee must align executive officers’ remuneration packages with market practices, taking into account each officer’s specific roles and responsibilities, the work they actually carry out and their performance; ● creating a clear framework. This means that the Nominations and Remuneration 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 remuneration 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’ REMUNERATION PACKAGES FOR 2017 The remuneration packages of the Company’s executive officers comprise annual fixed and variable remuneration, both of which are cash-settled (see below for details). Assystem’s executive officers do not receive any directors’ fees or other forms of remuneration for their duties carried out within the Company. As an exception to this general rule, the Chairman & CEO’s remuneration package is exclusively made up of fixed remuneration. The structure of the executive officers’ remuneration packages is reviewed each year by the Board of Directors – which sets their various components based on the recommendations of the Nominations and Remuneration Committee – and will be submitted for shareholder approval at the 16 May 2017 Annual General Meeting in accordance with paragraph 2 of Article L. 225-37-2 of the French Commercial Code.

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ASSYSTEM

REGISTRATION DOCUMENT 2016