Assystem - 2018 Register document
INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL
GENERAL INFORMATION ABOUT THE ISSUER
However, except in the case of a capital reduction, no dividend maybe paid to shareholders if the Company’s equity represents – or would represent after the planned dividend payout – less than the sum of its share capital plus any reserves which, under the applicable law or the Company’s Articles of Association, are not available for distribution. In addition, the shareholders may resolve to distribute amounts taken from discretionary reserves, either to pay all or part of an ordinary dividend or as a special dividend. In this case, the related resolution must stipulate the reserve accounts from which the dividend is to be deducted. However, dividends are deducted in priority from distributable profit for the year. The revaluation reserve may not be distributed, but all or part of it may be incorporated into the Company’s capital. Timeframe for claiming dividends Any dividends not claimed within five years of the date of their payment revert to the French State. Registrar and paying agent The Company’s registrar and paying agent is Société Générale Securities Services, 32 rue du Champ de Tir – CS 30812 – 44308 Nantes Cedex 3, France. Stock exchange Assystem SA shares are listed on compartment B of the Euronext Paris market under ISIN FR 0000074148 and are included in the CAC All-Tradable index and the MID & SMALL 190 index. They are eligible for equity savings schemes (PEA) and the deferred settlement service (SRD). General Meetings The specific procedures relating to shareholder participation in General Meetings are described in Article 19 of the Articles of Association. General Meetings are held at the Company’s registered office or any other location specified in the notice of meeting. The right to participate in General Meetings is governed by the applicable law and regulations. In particular, in order for a shareholder to participate in a General Meeting their shares must be recorded in their own name or in the name of the bank or broker that manages the shareholder’s securities account by 00:00 (Paris time) on the second business day preceding the Meeting. If the shares are held in registered form, they must be recorded in the share register kept by the Company (or its agent) and if they are in bearer form, they must be recorded in a bearer share account kept by an accredited intermediary. If a shareholder cannot personally attend a General Meeting, he or she may select one of the following three options, each subject to the conditions stipulated in the applicable law and regulations: ● appoint a named proxy under the conditions authorised by the applicable law and regulations; LEI Code (Legal Entity Identifier) Assystem SA’s LEI Code is 9695008GTTDJGF00CT88.
vote remotely; or
● send a proxy to the Company without indicating a specific named proxy. Subject to the conditions stipulated by the applicable law and regulations, the Board of Directors may decide that shareholders may participate and vote at General Meetings by videoconference or by other means of telecommunication that enable them to be identified. If the Board of Directors decides to use this option for a General Meeting, the decision must be stated in the preliminary and/or final notice of the meeting concerned. Shareholders taking part in General Meetings by videoconference or by any other means of telecommunication as indicated above, depending on the choice of the Board of Directors, are considered to be in attendance for the purposes of quorum and majority calculations. General Meetings are chaired by the Chairman of the Board of Directors, or in his or her absence, by the CEO, by a Deputy CEO if he or she is a director, or by a director specifically appointed for this purpose by the Board. Failing this, the General Meeting elects its own Chairman. The role of scrutineers at a General Meeting is carried out by the two shareholders present at the meeting who hold or represent the largest number of voting rights and who agree to take on the role. The meeting officers thus appointed then appoint a Secretary, who need not be a shareholder. An attendance register containing all of the information provided for by law is kept for each General Meeting. An Ordinary General Meeting held on first call is only validly constituted if the shareholders present or represented hold at least one fifth of the shares with voting rights. An Ordinary General Meeting held on second call is validly constituted irrespective of the number of shareholders present or represented. Resolutions in Ordinary General Meetings are adopted by a straight majority vote of the shareholders present or represented. An Extraordinary General Meeting held on first call is only validly constituted if the shareholders present or represented hold at least one quarter of the shares with voting rights. An Extraordinary General Meeting held on second call is only validly constituted if the shareholders present or represented hold at least one fifth of the shares with voting rights. Resolutions in Extraordinary General Meetings are adopted by a two- thirds majority vote of the shareholders present or represented. Ordinary and Extraordinary General Meetings exercise their respective powers in accordance with the conditions stipulated by law. Voting rights The Company’s Articles of Association do not provide for any limitations on voting rights. In accordance with Article L. 225-110 of the French Commercial Code, if Assystem shares are held by a legal owner and a beneficial owner, the corresponding voting rights are exercised by the beneficial owner in Ordinary General Meetings and the legal owner in Extraordinary General Meetings. Double voting rights All fully-paid shares registered in the name of the same holder for at least two years carry double voting rights.
REGISTRATION DOCUMENT 2018
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