Assystem - 2015 Registration Document

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FINANCIAL STATEMENTS

STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

SEVERANCE PAY DUE IN THE EVENT OF THE TERMINATION OF PHILIPPE CHEVALIER’S DUTIES BEFORE TERM Interested party : Philippe Chevallier, Chief Financial Officer since 5 June 2015. Nature and terms and conditions : at its meeting of 9 March 2016, your Board of Directors approved severance pay of €500,000 to Philippe Chevallier, Chief Financial Officer from 5 June 2015, in the event of his dismissal without reason before the General Meeting called in 2020 to approve the financial statements for 2019. The Board of Directors justified this severance pay by the very nature of Philippe Chevallier’s duties as Chief Financial Officer. This severance pay is nonetheless conditional on: ● the certification, without reservations and within the legal deadlines, of the consolidated financial statements throughout his term;

● reaching an average ROCE (after tax payable) of at least 6% over the last three financial years. It is noteworthy that the severance payment will not be owed in the event of gross negligence or misconduct.

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL MEETING

Pursuant to Article R. 225-30 of the French Commercial Code, we were informed that the agreements and commitments below, already approved in the previous financial years by the General Meeting, remained in effect over the last financial year.

COMPONENTS OF THE FEES PAID TO GILBERT VIDAL FOR HIS DUTIES AS CHIEF FINANCIAL OFFICER Interested party : Gilbert Vidal, Director and Chief Financial Officer of your Company until 5 June 2015. Nature and terms and conditions : Gilbert Vidal had a contract of employment with your Company from the 1 February 2008, which ended 31 May 2014. From that date, Gilbert Vidal was remunerated in respect of his executive duties as Chief Financial Officer. In connection with Gilbert Vidal’s corporate duties as Chief Financial Officer, at its meeting of 22 May 2014, your Board of Directors approved the payment to him of remuneration and benefits in kind attached to said corporate duties until 5 June 2015. The fees and benefits in kind comprise:

● A gross annual fee of €262,500;

● A variable fee composed of: – A fee component capped at €200,000 based on Assystem’s Free Cash Flow generating ability, – A fee component capped at €60,000 based on individual performance assessed by the Board of Directors;

A company vehicle;

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● Maintenance of the GSC corporate officer insurance;

● Renewal of the retirement contract Article 83 providing for an annual contribution of 2.2% of the base compensation. At its meeting of 27 February 2015, your Board of Directors approved the dismissal of Gilbert Vidal as Chief Financial Officer effective from 5 June 2015. The total remuneration due by your Company to Gilbert Vidal in respect of his executive duties for 2015 amounted to €115,915, of which €114,347 consisted of fixed remuneration due for the period from 1 January to 5 June 2015 and €1,568 consisted of benefits in kind. He received no variable remuneration for 2015. SEVERANCE PAY DUE IN THE EVENT OF THE TERMINATION OF GILBERT VIDAL’S DUTIES PRIOR TO TERM Interested party : Gilbert Vidal, Director and Chief Financial Officer of your Company until 5 June 2015. Nature and terms and conditions : Gilbert Vidal had an employment contract with your Company from 1 February 2008 until 31 May 2014. From 1 June 2014 to 5 June 2015, Gilbert Vidal was remunerated in respect of his executive duties as Chief Financial Officer. Your Board of Directors of 22 May 2014 approved the payment of severance pay in the event of the termination of Gilbert Vidal’s duties prior to term at your Company’s initiative, amounting to €800,000 considering the change in the consolidation scope of your Company and its subsidiaries, the increase in the fees paid to Gilbert Vidal since the time his previous contractual severance pay was fixed, as well as his new duties.

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ASSYSTEM

FINANCIAL REPORT 2015