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CORPORATE GOVERNANCE

2

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

authorised severance pay of €800,000 due, except in cases of gross

or wilful misconduct, to Gilbert Vidal in the event of his dismissal, taking

into account changes in the scope of the Company, increases in his

remuneration since the severance pay amount was first set, and new

duties assumed.

At its meeting of 22 May 2014, the Board also renewed the performance

conditions tied to the severance pay; these conditions will be assessed

at Group level and are:

the certification, without major reservations and within the legal

deadlines, of the consolidated financial statements of the five years

preceding his departure from the Company;

an average ROCE of at least 6% over the last three financial years.

At its meeting of 27 February 2015, the Board decided to remove

Gilbert Vidal from his post as deputy managing director; nonetheless,

he was asked to remain at his post during and for the requirements

of a transition period lasting until the evening of 5 June 2015, which

Mr. Gilbert Vidal agreed to do. At the same meeting, the Board

authorised the payment to Gilbert Vidal of severance pay of €800,000

on the basis of the fulfilment of the performance conditions mentioned

above. Furthermore, the Board decided to give Gilbert Vidal, for a

period of one year from 5 June 2015, health insurance cover similar

to that which he enjoyed at the Company.

The Board of Directors’ decision of 27 February 2015 was published

on the Company’s website.

On 5 June 2015, the Board noted the removal of Mr. Gilbert Vidal as

deputy managing director.

Mr. Gilbert Vidal received no variable remuneration for 2015.

On 1 September 2015, GV Finance Conseils, represented by Gilbert

Vidal, and Assystem SA signed an assistance and services agreement

for the provision of legal, tax and M&A consulting services over the

period 1 September 2015 to 26 February 2016 for a total lump sum

of seventy-seven thousand five hundred euros (€77,500).

TABLE 1 – SUMMARY OF REMUNERATION DUE AND STOCK OPTIONS AND PERFORMANCE SHARES AWARDED TO EACH EXECUTIVE DIRECTOR

Dominique Louis

Chairman and Chief Executive Officer

2014

2015

Remuneration paid for the year (detailed in table 2)

€179,833

€253,600

Valuation of multiyear variable remuneration granted during the year

None

None

Valuation of options granted during the year (detailed in table 4)

None

None

Valuation of performance shares awarded during the year (detailed in table 6)

None

None

TOTAL PROVISIONS

€179,833

€253,600

Philippe Chevallier

Deputy CEO and CFO from 5 June 2015

2014

2015

Remuneration paid for the year (detailed in table 2)

€296,855

Valuation of multiyear variable remuneration granted during the year

None

Valuation of options granted during the year (detailed in table 4)

None

Valuation of performance shares awarded during the year (detailed in table 6)

None

TOTAL PROVISIONS

€296,855

Gilbert Vidal

Deputy managing director until 5 June 2015

2014

2015

Remuneration paid for the year (detailed in table 2)

€391,100

€1,184,915

Valuation of multiyear variable remuneration granted during the year

None

None

Valuation of options granted during the year (detailed in table 4)

None

None

Valuation of performance shares awarded during the year (detailed in table 6)

None

None

TOTAL PROVISIONS

€391,100 €1,184,915

31

ASSYSTEM

FINANCIAL REPORT

2015