Assystem - Registration Document 2016

CORPORATE GOVERNANCE

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

cash flow (25% 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), it being specified that: ● EBITA corresponds to operating profit 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); ● free cash flow corresponds to net cash generated from operating activities less capital expenditure, net of disposals and excluding cash generated by discontinued operations. Based on the recommendation of the Nominations and Remuneration Committee, at its 7 March 2017 meeting the Board considered that these were appropriate criteria for assessing the Company’s performance. EBITA 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. Free cash flow measures Assystem’s capacity to transform its operating profitability into cash generation. In addition, both EBITA and free cash flow are criteria that are familiar to and tracked by analysts and investors. The floors and caps set for each of the criteria cannot be disclosed as they are strategically and financially sensitive. CFO & Deputy CEO – Philippe Chevallier Philippe Chevallier receives annual gross variable remuneration of up to €300,000, depending on the achievement of objectives set each year. His variable remuneration for 2017 is based on (i) Assystem’s consolidated EBITA (75% weighting) and (ii) Assystem’s free cash flow (25% 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). The definitions of EBITA and free cash flow are provided above. The Board of Directors has decided that if a new executive officer were to be appointed, these same principles would apply to the variable remuneration of the person concerned. If the new executive officer were appointed during the second half of a given year, the Board of Directors may assess his or her performance on a discretionary basis. LONG-TERM AND EXCEPTIONAL REMUNERATION None of Assystem’s executive officers receive any remuneration classified as “long-term”, such as performance shares. In certain highly specific circumstances and in accordance with the principles set out in the AFEP-MEDEF Code, the Board may grant exceptional remuneration to any current or newly-appointed executive

FIXED REMUNERATION Chairman & CEO – Dominique Louis

Dominique Louis receives an annual amount of fixed remuneration 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 Remuneration Committee. This fixed remuneration totals €50,000, unchanged since 2014. He does not receive any specific remuneration 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 remuneration 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 and 29 April 2015. HDL’s fixed remuneration under the agreement has been set at €348,000 for 2017. If a new Chairman & CEO were to be appointed or if these two positions were to be separated and a new Chief Executive Officer or Chairman of the Board of Directors appointed, the remuneration principles described below in relation to the CFO & Deputy CEO would apply temporarily until a new remuneration policy was approved by the shareholders in accordance with the applicable legislation. CFO & Deputy CEO – Philippe Chevallier At its meeting on 7 March 2017, the Board of Directors decided that Philippe Chevallier’s fixed remuneration 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 remuneration 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 remuneration 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. This agreement provides for the payment of variable remuneration for 2017 representing up to €817,800, based on (i) Assystem’s consolidated EBITA (75% weighting) and (ii) Assystem’s free VARIABLE REMUNERATION Chairman & CEO – Dominique Louis

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ASSYSTEM

REGISTRATION DOCUMENT 2016