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

2.2.2.3 Structure of the remuneration and benefits of executive officers for 2016 (AFEP-MEDEF say on pay vote) The Company’s remuneration policy for its executive officers is regularly adapted in line with market practices for listed companies. The general principles applied when determining executive officers’ remuneration packages were established in accordance with the November 2016 revised version of the AFEP-MEDEF Code and are reviewed annually by the Board of Directors based on the recommendations of the Nominations and Remuneration Committee. The structure of the remuneration packages of Dominique Louis, Chairman & CEO, and Philippe Chevallier, CFO & Deputy CEO, will be presented to shareholders for approval at the 16 May 2017 Annual General Meeting, in accordance with Article 26 of the AFEP- MEDEF Code. 2.2.2.3.1 DOMINIQUE LOUIS Following the formation of HDL Development and its successful takeover bid for Assystem shares, two related party agreements were signed: ● on 1 April 2014, HDL and HDL Development signed a services agreement in relation to HDL’s remuneration as Chair of HDL Development. In 2016, €200,000 was paid to HDL under this agreement; ● 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. At its 6 March 2015 meeting, the Board of Directors authorised the signature of Rider 1 to the agreement between HDL Development and Assystem concerning the rebilling of these services (subject to the procedure applicable to related-party agreements). The agreement between HDL and HDL Development – which was amended on 1 October 2014 and 29 April 2015 – provided for the payment of €348,000 in fixed remuneration to HDL in 2016. In addition to this fixed remuneration, HDL was entitled to variable remuneration representing up to €817,800, 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 is 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 on page 29 above. In 2016, the variable portion due to HDL under this agreement amounted to €817,800. In compliance with Articles L. 225-47 and 225-53 of the French Commercial Code, at its meeting on 22 May 2014, the Board set at €50,000 the gross annual remuneration payable to Dominique Louis in his capacity as Chairman of Assystem’s Board of Directors. Dominique Louis was paid this sum in 2016, divided into monthly instalments. No stock options or performance shares were awarded to Dominique Louis in 2016.

officers. The payment of any such exceptional remuneration would be subject to shareholder approval, as required under Article L. 225-100 of the French Commercial Code. DIRECTORS’ FEES None of Assystem’s executive officers receive any directors’ fees. REMUNERATION RELATED TO THE TERMINATION OF EXECUTIVE OFFICERS’ DUTIES ● Non-competition indemnity. None of the Company’s executive officers are entitled to an indemnity under a non-competition clause. Dominique Louis Dominique Louis would not be entitled to any termination benefit in the event of a forced departure from the Company. Philippe Chevallier On 9 March 2016, the Board agreed that if, for any reason, Philippe Chevallier’s term of office as CFO & Deputy CEO were to be terminated by the Company before the Annual General Meeting to be held in 2020 to approve the 2019 financial statements, then he would be entitled to a termination benefit of €500,000. The Board felt that this benefit was appropriate in view of the nature of Philippe Chevallier’s office. Payment of this termination benefit would, however, be subject to the following conditions: ● the Statutory Auditors must have signed off on the consolidated financial statements, without any reservations and within the legally prescribed timeframe, throughout Philippe Chevallier’s term of office; ● average ROCE (after tax) must amount to at least 6% for the three financial years preceding his departure. The termination benefit would not be payable in the event of gross negligence or wilful misconduct. EMPLOYMENT CONTRACT None of Assystem’s executive officers have an employment contract. Philippe Chevallier’s employment contract was terminated on 5 June 2015 when he took up his position as CFO & Deputy CEO. BENEFITS IN KIND In accordance with the overall remuneration policy applicable to executive officers, Dominique Louis and Philippe Chevallier have the use of a company car, which corresponds to a benefit in kind. Philippe Chevallier is also covered by an unemployment insurance policy specifically set up for executive officers. SUPPLEMENTARY PENSION PLAN None of the executive officers are covered by a supplementary pension plan in connection with their office. ● Termination benefit.

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ASSYSTEM

REGISTRATION DOCUMENT 2016