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CORPORATE GOVERNANCE

2

REMUNERATION AND BENEFITS IN KIND ALLOCATED BY THE COMPANY AND OTHER GROUP ENTITIES IN 2016

TO MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES IN OFFICE

Philippe Chevallier

CFO & Deputy CEO since 5 June 2015

Amounts for 2015

Amounts for 2016

Due

Paid

Due

Paid

Gross fixed remuneration

€288,750

€288,750

€315,000

€315,000

Variable remuneration

€239,200

paid in 2016

for 2015

None

€300,000

paid in 2017

for 2016

€239,200

paid in 2016

for 2015

Exceptional remuneration

None

None

None

None

Directors’ fees

None

None

None

None

Benefits in kind

€8,105

€8,105

€16,996

€16,996

Total

€536,055

€296,855

€631,996

€571,196

TABLE 3 – ATTENDANCE FEES AND OTHER REMUNERATION RECEIVED BY NON-EXECUTIVE DIRECTORS

See Section 2.2.1 above.

TABLE 4 – STOCK OPTIONS AWARDED DURING THE YEAR TO EACH EXECUTIVE OFFICER

None.

TABLE 5 – STOCK OPTIONS EXERCISED DURING THE YEAR BY EACH EXECUTIVE OFFICER

None.

TABLE 6 – PERFORMANCE SHARES AWARDED TO EACH EXECUTIVE OFFICER IN ACCORDANCE WITH THE LAWS AND REGULATIONS IN FORCE

AT THE AWARD DATE

2015: None.

2014: None.

2013: None.

2012:

Performance shares awarded

during the year to each

executive officer

Plan date

Number of

performance

shares

awarded

in 2012

Valuation of

the shares

at the share

price listed

on the award

decision date

Vesting date

Number of

vested shares

End of lock-up

period

Gérard Brescon

13/03/2012

12,000 €180,720

14 March 2015, subject to the

achievement of annual performance targets

over a three-year period (2011, 2012,

2013) and the beneficiary still forming part

of the Group at the vesting date.

10,480

(1)

14/03/2017

Stéphane Aubarbier

13/03/2012

18,000 €271,080

14 March 2015, subject to the

achievement of annual performance targets

over a three-year period (2011, 2012,

2013) and the beneficiary still forming part

of the Group at the vesting date.

15,720

(1)

14/03/2017

Gilbert Vidal

13/03/2012

12,000 €180,720

14 March 2015, subject to the

achievement of annual performance targets

over a three-year period (2011, 2012,

2013) and the beneficiary still forming part

of the Group at the vesting date.

10,480

(1)

14/03/2017

David Bradley

13/03/2012

15,000 €225,900

14 March 2015, subject to the

achievement of annual performance targets

over a three-year period (2011, 2012,

2013) and the beneficiary still forming part

of the Group at the vesting date.

13,100

(1)

14/03/2017

Martine Griffon-Fouco

13/03/2012

3,000 €45,180

14 March 2015, subject to the

achievement of annual performance targets

over a three-year period (2011, 2012,

2013) and the beneficiary still forming part

of the Group at the vesting date.

(2)

N/A

(1) The performance criteria applicable under the performance share plan of 13 March 2012 were only partially fulfilled.

(2) The resignation of Martine Griffon-Fouco rendered her performance share award of March 2012 null and void.

ASSYSTEM

REGISTRATION DOCUMENT

2016

32