ASSYSTEM_Registration_Document_2017

6

FINANCIAL STATEMENTS

PARENT COMPANY FINANCIAL STATEMENTS

6.3.5 SPECIAL STATUTORY AUDITORS REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS

This is a free translation into English of the Statutory Auditors’ special report on regulated agreements with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements 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 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. To the Annual General Meeting of Assystem SA, In our capacity as statutory auditors of your Company, we hereby present our report on the regulated agreements and commitments. Based on the information given to us, it is our responsibility to report to you on the main terms and characteristics and the reasons justifying the interest for the Company of the agreements and commitments notified to us, and that we discovered during our audit without having to comment on their appropriateness or on their merits or look for the existence of other agreements and commitments. It is your responsibility, under the terms of Article R.225-31 of the French Commercial Code (code de commerce), to evaluate the benefits resulting from these agreements and commitments prior to their approval. Furthermore, it is our responsibility, as appropriate, to provide you with the information provided in Article R.225-31 of the French Commercial Code relating to the performance, in the past financial year, of agreements and commitments already approved by the General Meeting. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents. RIDER NO. 2 TO THE RE-INVOICING CONTRACT BY HDL DEVELOPMENT S.A.S. TO ASSYSTEM S.A. OF THE STRATEGY DEFINITION, MANAGEMENT, ORGANISATION AND CONTROL SERVICES OF THE ASSYSTEM GROUP Interested parties : Dominique Louis, CEO and Director of your Company and Chairman of HDL Development S.A.S. and Tikehau Capital S.A. (replacing Salvepar, a company taken over by the latter), Director of your Company and of HDL Development S.A.S. Your Board of Directors of 7 March 2017 authorised the signature of Rider no. 2 to the re-invoicing contract by HDL Development S.A.S. to your Company of the strategy definition, management, organisation and control services of the Assystem Group provided by HDL S.A.S. in favour of HDL Development S.A.S. Your Board of Directors has justified the signing of this agreement by the importance of the strategic service provided. This service performance is remunerated in accordance with the following terms and conditions : ● a variable portion based, firstly, on the amount of the consolidated ROPA for 75% and, secondly, on the amount of the free cash flow for 25%. Since the amount due for the criterion referred to was determined in both cases by linear interpolation between the lower limit (at the level or below which the criterion is considered unmet) and the upper limit (at the level or above which the criterion is considered fully met). Your Board of Directors of 15 March 2018 enacted that, in consideration of the development of the Group in 2017, the application of the criteria determined was deemed impossible and, therefore, approved the variable part owed to HDL Development S.A.S. to a fixed amount of € 280,000 as of 31 December 2017. The remuneration due by your Company under the present agreement amounts to €628,000 excluding taxes. ● ● Nature and terms and conditions : ● a fixed fee paid amounting to € 348,000; AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL OF THE GENERAL MEETING AGREEMENTS AND COMMITMENTS AUTHORISED AND ENTERED INTO IN THE PAST FISCAL YEAR Pursuant to Article L.225-40 of the French Commercial Code, we were advised of the following agreements and commitments entered into and authorised in the past fiscal year that were first authorised by your Board of Directors.

AGREEMENTS AND COMMITMENTS ALREADY APPROVED BY THE GENERAL MEETING

AGREEMENTS AND COMMITMENTS APPROVED IN PREVIOUS FINANCIAL YEARS BUT NOT APPLIED DURING THE PAST FISCAL YEAR We were, furthermore, informed of the continuation of the following agreements and commitments, already approved in previous fiscal years but not performed during the past fiscal year.

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ASSYSTEM

REGISTRATION DOCUMENT 2017