ASSYSTEM_Registration_Document_2017

2

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

No stock options or performance shares were awarded to Dominique Louis in 2017. 2.2.2.3.2 PHILIPPE CHEVALLIER At its 9 March 2016 meeting, the Board unanimously decided, effective 1 January 2016, to modify the components of Philippe Chevallier's compensation for his duties as CFO & Deputy CEO. Following these changes, his overall compensation now corresponds to: Philippe Chevallier's variable compensation for 2017 should have been based on (i) Assystem's consolidated EBITA (75% weighting) and (ii) Assystem's free cash flow (25% weighting). The amount payable based on each of these criteria would have been 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). The definitions of EBITA and free cash flow are provided on page 32 above. However, in view of the transfer of control of the GPS division that took place on 28 September 2017 (see Chapter 1), these criteria were automatically rendered null and void. At its meeting on 15 March 2018 the Board decided to award Philippe Chevallier a gross amount of €300,000 in variable compensation for 2017. This decision was based on a recommendation issued on the same date by the Nominations and Compensation Committee that took into account the effect of the transfer of GPS and the role played by Philippe Chevallier in the strategic transactions carried out by the Group in 2017. Also at its 9 March 2016 meeting, the Board decided that if Philippe Chevallier's term of office as CFO & Deputy CEO were to be terminated at the Company's initiative before the Annual General Meeting to be held to approve the parent company and consolidated financial statements for 2019, he would be eligible for a termination benefit of €500,000. Payment of this termination benefit would, however, be subject to the following conditions: ● Philippe Chevallier must not have committed gross negligence or wilful misconduct within the meaning of the provisions of French labour law and employment-related case law; ● the following performance criteria set at Group level must have been met: (i) 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, and (ii) average ROCE (after tax) must amount to least 6% for the last three financial years preceding his departure. In compliance with Articles L. 225-42-1 and L. 225-40 of the French Commercial Code, this termination benefit was approved by Assystem's shareholders at the Annual General Meeting held on 24 May 2016. No stock options or performance shares were awarded to Philippe Chevallier in 2017. ● gross annual fixed compensation of €315,000; ● gross annual variable compensation of up to €300,000 depending on the achievement of performance targets set each year.

● annual variable compensation and any multi-year variable compensation and the targets used for determining this variable compensation;

● exceptional compensation;

● stock options, performance shares and any other long-term compensation;

● indemnities related to taking up or terminating office;

● supplementary pension plan;

● benefits in kind. Consequently, in the ninth and tenth resolutions of the 16 May 2018 Annual General Meeting, the shareholders will be asked to approve the components of the compensation and benefits due or awarded for 2017 to Dominique Louis (Chairman & CEO) and Philippe Chevallier (CFO & Deputy CEO). 2.2.2.3.1 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 compensation as Chair of HDL Development. In 2017, €200,000 was paid to HDL under this agreement. ● On 1 April 2014, HDL and HDL Development signed a services agreement under which HDL undertook to provide services to HDL Development involving strategy definition, management, organisation and oversight for the Assystem Group. This second agreement between HDL and HDL Development – which was amended on 1 October 2014, 29 April 2015 and 7 March 2017 – provided for the payment of €348,000 in fixed compensation to HDL for 2017. In addition to this fixed compensation, HDL was entitled to variable compensation representing up to €817,800, based on (i) Assystem's consolidated EBITA (75% weighting) and (ii) Assystem's free cash flow (25% weighting). The amount payable based on each of these criteria was 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). The definition of EBITA is provided on page 32 above. Free cash flow corresponds to net cash generated from operating activities less capital expenditure, net of disposals and excluding cash generated by discontinued operations. However, in view of the transfer of control of the GPS division that took place on 28 September 2017 (see Chapter 1), these criteria were automatically rendered null and void. Consequently, at its meeting on 15 March 2018, acting on the recommendation of the Nominations and Compensation Committee, the Board decided to award HDL €280,000 in variable compensation for 2017. In compliance with Articles L. 225-47 and 225-53 of the French Commercial Code, at its meeting on 22 May 2014, the Board set at €50,000 the gross annual compensation payable to Dominique Louis in his capacity as Chairman of Assystem's Board of Directors. Dominique Louis was paid this sum in 2017, divided into monthly instalments.

34

ASSYSTEM

REGISTRATION DOCUMENT 2017