Assystem - Registration Document 2016

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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

at the Company’s initiative before the Annual General Meeting to be held to approve the parent company and consolidated financial statements for 2019, he would be entitled to a termination benefit of €500,000. Payment of this termination benefit would, however, be subject to the following conditions: ● Philippe Chevallier must not have committed gross negligence or wilful misconduct within the meaning of the provisions of labour law and employment-related case law; ● the following performance criteria set at Group level must have been met: (i) 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, and (ii) average ROCE (after tax) must amount to least 6% for the last three financial years preceding his departure. In compliance with Articles L. 225-42-1 and L. 225-40 of the French Commercial Code, this termination benefit was approved by the Company’s shareholders at the Annual General Meeting held on 24 May 2016. No stock options or performance shares were awarded to Philippe Chevallier in 2016.

2.2.2.3.2 PHILIPPE CHEVALLIER At its 9 March 2016 meeting, the Board unanimously decided, effective 1 January 2016, to modify the components of Philippe Chevallier’s remuneration for his duties as CFO & Deputy CEO. Following these changes, his overall remuneration now corresponds to: ● gross annual variable remuneration of up to €300,000 depending on the achievement of objectives set each year. Philippe Chevallier’s variable compensation for 2016 was 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. The variable remuneration due to Philippe Chevallier for 2016 amounted to €300,000. Also at its 9 March 2016 meeting, the Board agreed that if Philippe Chevallier’s term of office as CFO & Deputy CEO were to be terminated ● gross annual fixed remuneration of €315,000;

TABLE 1 – SUMMARY OF REMUNERATION DUE AND STOCK OPTIONS AND PERFORMANCE SHARES AWARDED TO EACH EXECUTIVE OFFICER

Dominique Louis Chairman & Chief Executive Officer

2015

2016

Remuneration paid for the year (detailed in table 2)

€253,600

Valuation of multi-year variable remuneration granted during the year Valuation of stock options granted during the year (detailed in table 4) Valuation of performance shares awarded during the year (detailed in table 6)

None None None

Total

€253,600

Philippe Chevallier CFO & Deputy CEO since 5 June 2015

2015

2016

Remuneration paid for the year (detailed in table 2)

€296,855

€571,196

None None None

Total

€296,855

€571,196

TABLE 2 – SUMMARY OF THE REMUNERATION OF EACH EXECUTIVE DIRECTOR

Amounts for 2015

Amounts for 2016

Dominique Louis Chairman & Chief Executive Officer

Due

Paid

Due

Paid

Fixed remuneration (paid by (i) HDL Development in respect of HDL’s role as Chair of HDL Development and (ii) Assystem in respect of Dominique Louis’ role as Chairman of the Board of Directors of Assystem)

€250,000

Variable remuneration Exceptional remuneration

None None None

Directors’ fees Benefits in kind

€3,600

Total

€253,600

ASSYSTEM

REGISTRATION DOCUMENT 2016

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