Assystem - 2015 Registration Document

2

CORPORATE GOVERNANCE

REMUNERATION AND BENEFITS IN KIND GRANTED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2015 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

2.2.2

REMUNERATION OF EXECUTIVE DIRECTORS

At its meeting of 9 March 2016, the Board decided unanimously to modify the components of Philippe Chevallier’s remuneration, effective from 1 January 2016, linked to his executive duties as Deputy CEO and CFO as follows: ● gross variable annual remuneration of no more than €300,000 depending on the achievement of objectives set each year. At its meeting of 9 March 2016, the Board also granted Philippe Chevalier severance pay amounting to five hundred thousand euros (€500,000) in the event of his dismissal as deputy managing director before the Annual General Meeting called to approve the parent company and consolidated financial statements for 2019. This severance pay is nonetheless conditional on: ● on the one hand there being no gross or wilful misconduct as defined by labour law and corporate jurisprudence; ● on the other, meeting the performance criteria assessed at the level of Assystem Group, namely the certification, without reservations and within the legal deadlines, of the consolidated financial statements throughout his term, and reaching an average ROCE (after tax payable) of at least 6% over the last three financial years. In compliance with Articles L. 225-42-1 and L. 225-40 of the French Commercial Code, this severance pay will be submitted to the Annual General Meeting to be held on 24 May 2016 for approval. 2.2.2.3 Gilbert Vidal On 22 May 2014, the members of the Board decided unanimously to renew the components of Gilbert Vidal’s remuneration linked to his executive duties as deputy managing director, namely: ● gross variable annual remuneration of no more than €260,000, of which: ● €200,000 depending on the achievement of objectives set each year, ● continued participation in the free share award plan of 13 March 2012; ● benefits in kind, namely a company car and GSC insurance cover for executive directors signed previously and effective from 1 March 2009; ● a defined contribution company pension plan under which the Group pays an annual contribution of 2.2% of the beneficiary’s basic remuneration. (Article 83). Moreover, under Articles L. 225-38 and L. 225-42-1 of the French Commercial Code, at its meeting of 22 May 2014, the Board ● gross fixed annual remuneration of €315,000; ● gross fixed annual remuneration of €262,500; ● and €60,000 at the Board of Directors’ discretion;

At 31 December 2015, the Company’s executive directors were: ● Dominique Louis, Chairman and CEO since 22 May 2014; ● Philippe Chevallier, Deputy CEO and CFO since 5 June 2015. Gilbert Vidal was deputy managing director until 5 June 2015 (see Chapter 2.1.1.1 above). 2.2.2.1 Dominique Louis Following the formation of HDL Development and its successful takeover bid for Assystem shares, two related party agreements were signed: ● on 1 April 2014, HDL and HDL Development signed a services agreement in relation to HDL’s remuneration as Chairman of HDL Development. In this respect, HDL’s remuneration amounted to €200,000 in 2015; ● on 1 April 2014, HDL and HDL Development signed a services agreement under which HDL undertook to handle strategy definition, management, organisation and control of the Assystem Group on behalf of HDL Development. This agreement, amended on 1 October 2014, provided for fixed remuneration of €348,000 for HDL in 2015. In addition to this fixed portion, HDL receives a variable portion based on Earnings Before Interest and Taxes (EBIT) and free cash flow generated for Assystem. The variable portion due to HDL in respect of this agreement amounted to €752,376 in 2015. In compliance with Articles L. 225-47 and 225-53 of the French Commercial Code, at its 22 May 2014 meeting the Board set the gross annual remuneration payable to Mr. Dominique Louis in his capacity as Chairman of the Board of Directors of Assystem at €50,000. Accordingly, in 2015 Dominique Louis was paid this sum, divided into monthly amounts. No stock options or performance shares were awarded to Dominique Louis in either 2014 or 2015. 2.2.2.2 Philippe Chevallier At its meeting of 5 June 2015, the Board decided unanimously to renew the components of Philippe Chevallier’s remuneration henceforth linked to his executive duties as Deputy CEO and CFO as follows: ● gross variable annual remuneration of no more than €260,000 depending on the achievement of objectives set each year; ● benefits in kind, namely a company car and GSC insurance cover for executive directors. ● gross fixed annual remuneration of €288,750;

30

ASSYSTEM

FINANCIAL REPORT 2015