Assystem - 2015 Registration Document

FINANCIAL STATEMENTS

STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

SERVICE AGREEMENT BETWEEN ASSYSTEM SA AND ASSYSTEM SOLUTION DMCC Interested parties : Dominique Louis, Director of Assystem Solution DMCC and Chairman and CEO of your Company, and Gilbert Vidal, Director of Assystem Solution DMCC, Chief Financial Officer and director of your Company up until 5 June 2015, replaced by Philippe Chevallier, appointed Chief Financial Officer of your Company and Director of Assystem Solution DMCC as from this same date. Nature and terms and conditions : on 7 November 2014, your Company signed a services agreement with Assystem Solution DMCC under which your subsidiary provides operating management services for the E&I (Energy & Infrastructure) division. Your Board of Directors of 7 November 2014 authorised this agreement in recognition of the expertise of the persons providing the services and the strategic importance of these services. At its meeting of 29 April 2015, your Board of Directors, indicating that it was following the recommendations of the Remuneration Committee, authorised the change to how the variable fee payable for these services is calculated; the cap remains unchanged. The fees payable for these services comprise: ● a variable fee due to Assystem Solution DMCC, capped at €377,000, 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 in 2015 for an amount of €346,840. The fees paid by your Company under this agreement for 2015 amounted to €797,515 (excluding tax), of which €450,675 was fixed and €346,840 was variable. SERVICE AGREEMENT BETWEEN ASSYSTEM SA AND ASSYSTEM UK Interested party : Gilbert Vidal, Director of Assystem UK, Chief Financial Officer and Director of your Company until 5 June 2015, replaced by Philippe Chevallier, appointed Chief Financial Officer of your Company and director of Assystem UK as from this same date. Nature and terms and conditions : on 7 November 2014, your Company signed a service agreement with Assystem UK under which your subsidiary provides operating management services for the GPS (Global Product Solutions) division to your Company. Your Board of Directors of 7 November 2014 justified the signing of this agreement in recognition of the expertise of the persons providing the services and the strategic importance of these services. Rider 1 of 1 January 1 2015, authorised by your Board of Directors at its meeting of 1 January 2015, modified the amount of the fixed fee payable to Assystem UK for these services to £267,835 excluding expenses. Moreover, at its meeting of 29 April 2015, following the recommendations of the Remuneration Committee, your Board of Directors authorised the change to how the variable fee payable for these services is calculated. The cap on the variable fee remains unchanged. The variable fee due to Assystem UK and capped at €360,000 is 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 in 2015 for an amount of €239,200 excluding expenses. The fees paid by your Company under this agreement for 2015 amounted to €727,855, of which €460,421 was fixed and €267,434 was variable. ● a fixed gross annual fee paid in AED equivalent to €409,000;

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AGREEMENTS AND COMMITMENTS AUTHORISED SINCE YEAR-END

We were advised of the following agreements and commitments, authorised since the end of the preceding financial year and that were subject to prior authorisation by your Board of Directors.

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ASSYSTEM

FINANCIAL REPORT 2015