Assystem - 2015 Registration Document

FINANCIAL STATEMENTS

STATUTORY AUDITORS’ REPORT ON RELATED PARTY AGREEMENTS AND COMMITMENTS

This payment is subject to the following performance conditions assessed at the Assystem Group level:

● Certification, without major reservations and within the statutory deadlines, of the financial statements of the five years preceding his departure from the Company; ● A mean ROCE of at last 6% in the three years preceding his departure from the Company. It is noteworthy that the severance payment will not be owed in the event of gross negligence or misconduct. At its meeting of 27 February 2015, your Board of Directors approved the dismissal of Gilbert Vidal and the payment to him of severance pay amounting to €800,000. The amount of severance paid to Gilbert Vidal for 2015 in respect of his dismissal amounted to €800,000. SERVICE AGREEMENT BETWEEN ASSYSTEM SA AND ASSYSTEM UK Interested party : Gilbert Vidal, Director of Assystem UK, 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 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 authorised this agreement in recognition of the expertise of the persons providing the services and the strategic importance of these services. The fees payable for these services for 2014 comprise: ● a variable fee capped at €360,000 based on Assystem’s Free Cash Flow generating ability. At its meeting of 6 March 2015, your Board of Directors approved the amount of the variable fee due to Assystem UK for 2014. This agreement was amended by your Board of Directors at its meetings of 1 st January and 29 April 2015 SERVICE AGREEMENT BETWEEN ASSYSTEM SA AND ASSYSTEM SOLUTION DMCC Interested party : Dominique Louis, Director of Assystem Solution DMCC and Chairman and Chief Executive Officer 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. The fees towards for these services comprise the following: ● a variable fee capped at €377,000 based on Assystem’s Free Cash Flow generating ability. At its meeting of 6 March 2015, your Board of Directors approved the amount of the variable fee due to Assystem Solution DMCC for 2014. This agreement was amended by your Board of Directors at its meeting on 29 April 2015. ● a gross annual fee of €409,000; ● a gross annual fee of €350,000;

6

Paris-La Défense and Neuilly-sur-Seine, 11 April 2016 Statutory Auditors

KPMG Audit Division of KPMG SA Éric ROPERT Partner

Deloitte & Associés

Albert AÏDAN Partner

153

ASSYSTEM

FINANCIAL REPORT 2015