ASSYSTEM_Registration_Document_2017

CORPORATE GOVERNANCE REPORT

COMPENSATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2017 TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

The floors and caps set for the criterion cannot be disclosed as they are strategically and financially sensitive. CFO & Deputy CEO – Philippe Chevallier Philippe Chevallier receives annual gross variable compensation of up to €300,000, depending on the achievement of objectives set each year. His variable compensation for 2018 is based on the amount of Assystem’s consolidated EBITA (60% weighting) and the year-on-year improvement in average quarterly days sales outstanding (DSO) (40% weighting). For this purpose (i) an improvement in average quarterly DSO corresponds to a reduction in said DSO, and (ii) quarterly DSO corresponds to the number of days obtained by dividing the amount of trade receivables in the consolidated balance sheet at the end of the quarter (including accrued trade receivables and net of any accounts receivable credit balances) by the amount of consolidated revenue for the quarter (including VAT and determined on an annualised basis for calculating DSO), it being specified that both of these figures will be adjusted where necessary for changes in the scope of consolidation. The amount payable based on each of these criteria will be determined on a straight-line basis between a floor (i.e. the level below which the criterion is deemed not to have been met) and a cap (i.e. the level at which the criterion is deemed to have been fully met). Based on the recommendation of the Nominations and Compensation Committee issued on 15 March 2018, the Board considered that these were the most appropriate criteria for setting Philippe Chevallier’s variable compensation for 2018 because they reflect both operating and cash generation performance (other than operating performance, DSO is the main factor that determines cash generation). The floors and caps set for each of the criteria cannot be disclosed as they are strategically and financially sensitive. The Board of Directors has decided that if a new executive officer were to be appointed, these same principles would apply to the variable compensation of the person concerned. If the new executive officer were appointed during the second half of a given year, the Board of Directors may assess his or her performance on a discretionary basis. LONG-TERM AND EXCEPTIONAL COMPENSATION Neither of Assystem's executive officers receives any compensation classified as “long-term”, such as performance shares. In certain highly specific circumstances and in accordance with the principles set out in the AFEP-MEDEF Code, the Board may grant exceptional compensation to any current or newly-appointed executive officers. The payment of any such exceptional compensation would be subject to shareholder approval, as required under Article L. 225-100 of the French Commercial Code.

DIRECTORS' FEES Neither of Assystem's executive officers receives any directors' fees. COMPENSATION RELATED TO THE TERMINATION OF EXECUTIVE OFFICERS’ DUTIES ● Non-competition indemnity. Neither of the Company's executive officers is entitled to an indemnity under a non-competition clause. Dominique Louis Dominique Louis would not be entitled to any termination benefit in the event of a forced departure from the Company. Philippe Chevallier On 9 March 2016, the Board agreed that if, for any reason, Philippe Chevallier’s term of office as CFO & Deputy CEO were to be terminated by the Company before the Annual General Meeting to be held in 2020 to approve the 2019 financial statements, then he would be entitled to a termination benefit of €500,000. The Board felt that this benefit was appropriate in view of the nature of Philippe Chevallier’s office. Payment of this termination benefit would, however, be subject to the following conditions: ● the Statutory Auditors must have signed off on the consolidated financial statements, without any reservations and within the legally prescribed timeframe, throughout Philippe Chevallier's term of office; ● average ROCE (after tax) must amount to at least 6% for the three financial years preceding his departure. The termination benefit would not be payable in the event of gross negligence or wilful misconduct. EMPLOYMENT CONTRACT Neither of Assystem's executive officers have an employment contract. Philippe Chevallier's employment contract was terminated on 5 June 2015 when he took up the post of CFO & Deputy CEO. BENEFITS IN KIND In accordance with the overall compensation policy applicable to executive officers, Dominique Louis and Philippe Chevallier have the use of a company car, which corresponds to a benefit in kind. Philippe Chevallier is also covered by an unemployment insurance policy specifically set up for executive officers. SUPPLEMENTARY PENSION PLAN Neither of the executive officers is covered by a supplementary pension plan in connection with their office. 2.2.2.3 Components of the compensation and benefits due or awarded for 2017 to Dominique Louis and Philippe Chevallier In accordance with Article L. 225-100 of the French Commercial Code, the shareholders will be asked to approve the following components of the compensation and benefits due or awarded for 2017 to each executive officer: ● Termination benefit.

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ASSYSTEM

REGISTRATION DOCUMENT 2017