Assystem - 2018 Register document

6

INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL

GENERAL INFORMATION ABOUT THE ISSUER

Existence of agreements whose implementation could lead to a change in control of the Company or could have the effect of delaying, postponing or preventing a change in control To the best of the Company’s knowledge, no agreements currently exist whose implementation could result in a change in control. In addition, there are currently no provisions in the Company’s Memorandum or Articles of Association, charter or bylaws, that would have the effect of delaying, postponing or preventing a change in control. Agreements entered into by the Company which would be amended or terminated in the event of a change in control of the Company At 31 December 2018, the Group had access to a €150 million revolving credit facility with a sufficient maturity to finance its operating requirements (maturing on 22 September 2023 with a one-year extension option subject to the lenders’ agreement). On 19 January 2018 the Group set up a €30 million medium-term bullet loan with a final maturity date of 28 September 2022. The related financing contracts provide that the banking pool can demand, at any time, full early repayment of any outstanding amounts in the event of a change in control of the Company. For this purpose, a change in control is defined as Dominique Louis or his heirs and successors ceasing to directly or indirectly control the Company. Dominique Louis or his heirs and successors are deemed to have control if he or they directly or indirectly own at least 40% of the Company’s capital and voting rights and no other group of individual or corporate shareholders acting in concert own over 34% of the capital and voting rights. Measures in place to ensure that control is not abused The Company is controlled as defined in Article L. 233-3 of the French Commercial Code, as shown in the ownership structure table in Section 6.2.2 below. The measures put in place by the Company in order to avoid control being exercised in an abusive way are described in the following Sections of this Registration Document: ● Chapter 2, Section 2.1: internal control and risk management procedures put in place by the Company related to preparing and processing accounting and financial information; ● Chapter 4, Section 4.1: presence of independent directors on the Board of Directors and Board Committees; ● Chapter 4, Section 4.1: paragraph on “Conflicts of interest”.

In addition, in the event of a capital increase carried out by capitalising reserves, profit or share premiums, the bonus shares allotted in respect of registered shares carrying double voting rights will also carry double voting rights as from the date of issue. Double voting rights may be cancelled if the shares concerned are converted to bearer shares or transferred to another shareholder, except if registered shares are transferred to another registered shareholder in the case of inheritance or inter vivos donations to a spouse or other eligible family member (as provided for in Article L. 225-124 of the French Commercial Code). In addition to the applicable statutory disclosure obligations, any physical or legal person, whether acting alone or in concert (within the meaning of Article L. 223-10 of the French Commercial Code), that comes to hold a number of shares representing 2% or more of the Company’s share capital or voting rights or a multiple thereof, is required to inform the Company of the total number of shares and voting rights that they hold, by registered mail with recorded delivery, within four trading days from the crossing of the threshold. The same disclosure formalities must also be followed each time a shareholder’s interest is reduced to below any 2% threshold. In the event of a failure to comply with these disclosure rules, at the request of one or several shareholders with combined holdings representing at least 5% of the Company’s share capital or voting rights (with said request recorded in the minutes of the General Meeting at which the request is made), the shares in excess of the undisclosed threshold will be stripped of voting rights as provided for in Article L. 233-14 of the French Commercial Code. These provisions apply in addition to the statutory disclosure threshold provisions set out in Article L. 233-7 of the French Commercial Code. No other provision in the Articles of Association affects shareholders’ rights, which can only be amended in accordance with the conditions stipulated by law. Shareholder identification In compliance with the provisions of Article L. 228-2 of the French Commercial Code, the Company may, at any time, ask the central securities clearing body to provide it with the identity of holders of securities carrying immediate or future voting rights at General Meetings as well as the number of securities held by each one, and, where appropriate, the restrictions applicable to any such securities. Dependency Assystem’s business does not currently depend on any patents or production processes belonging to third parties or on any specific procurement contracts. Disclosure thresholds stipulated in the Company’s Articles of Association

164

ASSYSTEM

REGISTRATION DOCUMENT 2018