Assystem - 2015 Registration Document

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FINANCIAL STATEMENTS

STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

6.5 STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

This is a free translation into English of the Statutory Auditors’ report on related party agreements and commitments with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on related party agreements and commitments 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 and commitments 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 2015 To the shareholders,

In our capacity as the Statutory Auditors of your Company, we hereby present our report on related party agreements and commitments. We are required to inform you, on the basis of the information provided to us, of the terms, conditions and the reasons for the company’s interest of those agreements and commitments indicated to us, or that we may have identified in the performance of our engagement. We are not required to comment as to whether they are beneficial or appropriate or to ascertain the existence of any such agreements and commitments. It is your responsibility, in accordance with Article R.225-31 of the French Commercial Code, to evaluate the benefits resulting from these agreements and commitments prior to their approval. In addition, we are required, where applicable, to inform you in accordance with Article R.225-31 of the French Commercial Code concerning the implementation, during the year, of the agreements and commitments already approved by the General meeting. We performed those procedures which we considered necessary to comply with professional guidance issued by the French National Institute of Statutory Auditors ( Compagnie Nationale des Commissaires aux Comptes ) relating to this type of engagement. These procedures consisted in verifying that the information provided to us is consistent with the documentation from which it has been extracted. Agreements and commitments authorised during the past financial year In accordance with Article L.225-40 of the French Commercial Code, we have been advised of certain related party agreements and commitments which received prior authorization from your Board of Directors. RIDER 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 party : Dominique Louis, Chairman of the Board of Directors of your Company and Chairman of HDL Development SAS, of the company Salvepar SA, and 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 authorised the signing of Rider 1 to the agreement between HDL Development SAS and Assystem SA for the rebilling of services for strategy definition, management, organisation 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 Earnings Before Interest and Taxes (EBIT) and Free Cash Flow generating ability. At its meeting of 9 March 2016, your Board of Directors approved the variable fee due to HDL SAS for an amount of €752,376 at 31 December 2015. The remuneration paid by your Company under the present agreement amounts to €1,100,376 (excluding tax). ● a fixed fee amounting to €348,000; ● Interested party : Dominique Louis, Director of Assystem Solution DMCC and Chief Executive Officer of your Company, and Philippe Chevallier, Director of Assystem Solution DMCC and Chief Financial Officer of your Company since 5 June 2015. ● Nature and terms and conditions : at its meeting of 30 December 2015, your Board of Directors authorised the cancellation in favour of your subsidiary Assystem Solution DMCC of debt amounting to 11,000,000 AED in 2015. The Board of Directors has considered that this cancellation enabled compliance with local regulatory obligations. The expense relating to this debt cancellation was recorded at €2,741,382 in your Company’s financial statements. AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL BY THE ANNUAL GENERAL MEETING CANCELLATION OF DEBT HELD BY ASSYSTEM SA IN FAVOUR OF ITS SUBSIDIARY ASSYSTEM SOLUTION DMCC

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ASSYSTEM

FINANCIAL REPORT 2015