Assystem - 2018 Register document





Company name and address Company name: Assystem Registered office: Tour Égée, 9-11 allée de l’Arche, La Défense, 92400 Courbevoie, France Telephone: + 33 (0) 1 41 25 29 00 All of Assystem’s corporate documents may be consulted free of charge at the Company’s registered office. Statutory Auditors The Company has two Statutory Auditors appointed in compliance with Article L. 225-228 of the French Commercial Code. Further information about the Statutory Auditors is provided in Section 6.3 below. Registration particulars The Company is registered with the Nanterre Trade and Companies Registry under number 412 076 937. Its French business identifier (NAF) Code is 7010 Z (head office activities). Legal form and applicable legislation At the Annual General Meeting held on 22 May 2014, the shareholders modified the Company’s administration and management structure. Originally incorporated in the form of a société anonyme (public limited company) with a Management Board and a Supervisory Board, as from 22 May 2014 Assystem adopted the form of a société anonyme with a Board of Directors, governed by the provisions of Book II of the French Commercial Code and by the Company’s Articles of Association. Corporate purpose As set out in Article 2 of its Articles of Association, the Company’s corporate purpose can be summarised as follows: ● acquiring equity interests – by way of subscription, contribution, purchase or otherwise – and exercising any and all associated rights, in any enterprise operating in a technological, technical, IT, electronic or mechanical field, and more specifically: Date of incorporation and term Date of incorporation: 26 April 1997 Expiry date of Company’s term: 26 May 2096

● participating in any operation related to its corporate purpose, by creating new companies, subscribing for or purchasing shares, taking part in mergers or joint ventures, or by any other means; ● carrying out any financial, commercial, industrial or civil business activities or any transactions involving movable or immovable assets, which may be directly or indirectly associated with the Company’s corporate purpose or which may be likely to further its development, on the Company’s own account or on behalf of third parties, or through any form of ownership interest whatsoever. The Company’s role with regard to its subsidiaries Assystem SA is a holding company whose assets are essentially composed of equity securities. The Group’s operational assets are held by the Company’s subsidiaries. Assystem SA directly or indirectly provides services for companies in its Group, notably in the areas of finance, accounting and general and administrative management. A list of the main consolidated companies as at 31 December 2018 is set out in Chapter 5 of this Registration Document (Note 3.1 to the consolidated financial statements) and a simplified organisational chart of the Assystem Group is provided in Chapter 1. The financing for Group subsidiaries is carried out in a centralised way by the Company, which enables them to benefit from the favourable market conditions obtained by Assystem SA from lenders. This also allows Assystem SA to offset the lender and borrower positions of its various entities. Financial year The Company has a 12-month financial year, commencing on 1 January and ending on 31 December. Profit distribution Profit or loss for the year represents the difference between total income and total expenses, including charges to and reversals from depreciation, amortisation and provisions. Five percent of profit for the year, less any losses carried forward from previous years, is transferred to the legal reserve, until such time as that reserve represents one tenth of the Company’s share capital. Further transfers are made on the same basis if the legal reserve falls to below one tenth of the share capital. Profit available for distribution consists of profit for the year plus retained earnings from previous years, less any losses brought forward from previous years and any amounts transferred to reserves in accordance with the law or the Company’s Articles of Association. On the recommendation of the Board of Directors, shareholders at the Annual General Meeting determine the portion of profit to be allocated to shareholders in the form of a dividend, and the portion to be allocated to general or special reserves, with the remaining balance being allocated to retained earnings.

● consultancy, research and engineering, ● training, support and maintenance,

● systems and network operation and facilities management; ● developing and distributing products, equipment, hardware and software; ● effectively leading the Group and determining its overall strategy;




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