Assystem - 2018 Register document

ANNUAL GENERAL MEETING OF 16 MAY 2019

STATUTORY AUDITORS’ REPORTS

7.4 STATUTORY AUDITORS’ REPORTS

7.4.1

STATUTORY AUDITORS’ REPORTS

The Statutory Auditors’ reports on the parent company and consolidated financial statements are set out in Chapter 5, Sections 5.3 and 5.5 of this Registration Document. Any additional reports issued by the Statutory Auditors will be published within the legal timeframes on the Company’s website at www.assystem. com, in the “Regulated information” Section.

7.4.2

SPECIAL STATUTORY AUDITORS REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS

This is a free translation into English of the Statutory Auditors’ special report on regulated agreements with third parties that is issued in the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions described in IAS 24 or other equivalent accounting standards. To the Annual General Meeting of Assystem SA, In our capacity as Statutory Auditors of your Company, we hereby present our report on the regulated agreements and commitments. Based on the information given to us, it is our responsibility to report to you on the main terms and characteristics and the reasons justifying the interest for the Company of the agreements and commitments notified to us, or that we discovered during our audit without having to comment on their appropriateness or on their merits or to look for the existence of other agreements and commitments. It is your responsibility, under the terms of Article R. 225-31 of the French Commercial Code, to evaluate the benefits resulting from these agreements and commitments prior to their approval. Furthermore, it is our responsibility, as appropriate, to provide you with the information provided in Article R. 225-31 of the French Commercial Code relating to the performance, in the past financial year, of agreements and commitments already approved by the General Meeting. We conducted the procedures we deemed necessary in accordance with the professional guidelines of the French National Institute of Statutory Auditors (Compagnie Nationale des Commissaires aux Comptes) relating to this engagement. These procedures consisted in agreeing the information provided to us with the relevant source documents. AGREEMENTS AND COMMITMENTS AUTHORISED AND ENTERED INTO IN THE PAST FISCAL YEAR Pursuant to Article L. 225-40 of the French Commercial Code, we were advised of the following agreements and commitments entered into and authorised in the past fiscal year that were first authorised by your Board of Directors. Amendments no. 2 and 3 to the re-invoicing contract signed between HDL Development SAS and Assystem SA for services being rendered in connection with the strategy definition, management, organisation and control of the Assystem Group Interested parties: Dominique Louis, CEO and Director of your Company and Chairman of HDL Development SAS and Tikehau Capital SA, Director of your Company and of HDL Development SAS. Your Boards of Directors held on 15 March 2018 and 6 September 2018 respectively authorised the signature of the amendments no. 2 and 3 to the re-invoicing contract concluded between HDL Development SAS and your Company for the services rendered by HDL SAS in favour of HDL Development SAS in connection with the strategy definition, management, organisation and control of the Assystem Group. Your Board of Directors has justified the signature of these amendments by the importance of the strategic services provided. In accordance with these amendments no. 2 and 3, the services rendered were to be remunerated for the year ended 31 December 2018 as follows: ● a fixed fee paid amounting to €174,000 (tax excluded), corresponding to 50% of the annual fee previously agreed; ● a variable portion amounting to a maximum of €800,000 (tax excluded), versus a maximum amount of €817,800 (tax excluded) previously agreed, based on the ratio, expressed as a percentage, of the consolidated ROPA (including the share of the Group in the results of the all associated companies excluding Expleo Group, formerly Assystem Technologies Groupe) on the consolidated net sales. The amount due in application of this criterion was to be determined by linear interpolation between a lower limit (at the level or below which the criterion is considered unmet) and an upper limit (at the level or above which the criterion is considered fully met). ● ● Nature and terms and conditions: Agreements and commitments submitted for approval of the General Meeting

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ASSYSTEM

REGISTRATION DOCUMENT 2018

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