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INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL
7
GENERAL INFORMATION ABOUT THE ISSUER
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.
However, except in the case of a capital reduction, no dividend may
be 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
Since 11 February 2016, the Company’s registrar and paying agent
has been Société Générale Securities Services, 32 rue du Champ de
Tir – CS 30812 – 44308 Nantes Cedex 3, France.
Stock exchange
Assystem shares are listed on compartment B of Euronext Paris under
ISIN FR 0000074148.
They 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;
●
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 their identification. 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.
ASSYSTEM
REGISTRATION DOCUMENT
2016
149