Meeting Notice
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MEETING NOTICE COMBINED GENERAL MEETING ON 16 MAY 2017 AT 9:30 AM CENTRE ÉTOILE SAINT HONORÉ 21-25, RUE DE BALZAC - 75008 PARIS NOTICE OF THE COMBINED GENERAL MEETING To the Shareholders, you are hereby informed that you are invited to the Combined General Meeting ON TUESDAY 16 MAY 2017 AT 9:30 AM CENTRE ÉTOILE SAINT HONORÉ 21-25, RUE DE BALZAC 75008 PARIS CONTENTS MESSAGE FROM THE CHAIRMAN AND CEO 3 2016 KEY FIGURES 4 PROFILE 6 GOVERNANCE 10 BUSINESS OVERVIEW 18 AGENDA 24 PURPOSES AND TEXT OF THE RESOLUTIONS 26 HOW CAN I TAKE PART IN THE GENERAL MEETING? 54 HOW DO I GET TO THE GENERAL MEETING? 58 REQUEST FOR SENDING OF DOCUMENTS 59 The English-language version of this document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein, the original language version of the document in French takes precedence over this translation. MESSAGE FROM THE CHAIRMAN AND CEO Dear Sir, Madam, Outsourced R&D is growing at a robust pace and market Dear Shareholder, consolidation is accelerating, as illustrated by Randstad’s acquisition of Ausy in 2016. As part of their lean procurement policies, a We began 2017 with the excellent news that Assystem’s number of manufacturers are seeking to reduce the number of their performance in 2016 was the best it has delivered in the last suppliers and work with larger, global providers – a trend that is four years. likely to intensify in the coming years. Business volumes and margins were robust in each of our three main The strategic challenge currently facing the outsourced R&D business strategic operating sectors – nuclear, automotive and aerospace is therefore to be able to put in place a standardised external growth – and 2017 looks set to be another very good year, with strong process, as the race to achieve critical mass has well and truly momentum for growth and profi tability. begun. GPS will need to rise to this challenge if it wants to remain 2016 was the Group’s fiftieth year of providing specialist at the top of its clients’ approved supplier lists. While its skills and engineering services for the nuclear sector and we were able expertise have enabled it to achieve best-in- to create new impetus in this business despite the difficulties class organic growth, it now needs to step experienced by the French nuclear industry, which is our main up the pace of its external expansion. client. During the year, our Energy & Infrastructure division extended Going forward, Assystem will be its nuclear-sector services offering in the international market thanks fi ghting two battles in two different to the promising beginnings of its partnership with the market leader, markets. On the one hand it will seek Rosatom (the Russian State Atomic Energy Corporation), as well to continue to leverage the strong as its acquisition of a controlling interest in Envy, which has given operating context in the nuclear the Group an operating presence in Turkey where two nuclear market, led by the transition to low- power plants are currently under construction. Alongside renewable carbon energy – an area in which energy, nuclear power is an essential component of the transition the Group is already perceived as to low-carbon electricity production and is therefore a sustainable one of the leading independent growth driver for Assystem. players. And on the other hand, 2016 saw a continuation of the automotive industry’s remarkable it intends to meet the challenge of growth trajectory. Our Global Product Solutions (GPS) division was remaining one of the race leaders able to reap the benefi ts of this, recording over 20% organic growth in outsourced R&D. for the second year in a row. This performance was achieved thanks to the combination of GPS’s technical expertise and the cost effi ciency of its engineering centre in Romania, which now employs Dominique Louis more than 1,000 people. Chairman and CEO In the aerospace sector, following a fruitful period of over a decade for designing aircraft bodies and engines, GPS continued down the growth path in 2016 by helping its major clients optimise their supply chains and manufacturing processes. This optimisation has become a critical issue for all aircraft manufacturers as they aim to step up the pace of production of the planes already in their order books. At the same time, we are paying close attention to how we can capitalise on the strong development of the In-Service market, which is being driven by the rapid increase in the overall number of aircraft in service. To this end, during the year the Group acquired Aerotec Concept, a company based in Toulouse, France, which specialises in bespoke cabin fi ttings and avionics modifi cations. ASSYSTEM NOTICE OF MEETING - COMBINED GENERAL MEETING ON 16 MAY 2017 3 2016 KEY FIGURES 2016 KEY FIGURES AVERAGE PRICE AND MONTHLY TRADING VOLUMES OF THE ASSYSTEM SHARE IN 2016 Euros 30 26 Number of shares 22 400,000 18 300,000 200,000 14 100,000 10 0 J16 F16 M16 A16 M16 J16 J16 A16 S16 O16 N16 D16 TRADING VOLUME (IN NO. OF SHARES) AVERAGE SHARE PRICE NYSE Euronext Compartiment B Code ISIN : FR0000074148. Valeur de l’indice CAC All Tradable. OWNERSHIP STRUCTURE AT 31 DECEMBER 2016 4.81% 34.53% 60.66% HDL DEVELOPMENT (1) FREE FLOAT (2) TREASURY SHARES (1) HDL Development is a holding company controlled by Dominique Louis (Assystem’s Chairman and Chief Executive Offi cer), notably through HDL, which itself holds 0.23% of Assystem’s capital. (2) Including 0.23% held by HDL. 4 ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 2016 KEY FIGURES BREAKDOWN BREAKDOWN OF REVENUE OF REVENUE BY BUSINESS SECTOR BY DIVISION (IN MILLIONS OF EUROS) 9% 53.2 9.2 3% 29% 35% 315.7 577.5 24% AEROSPACE GLOBAL PRODUCT SOLUTIONS TRANSPORT (INCLUDING AUTOMOTIVE: 20%) ENERGY & INFRASTRUCTURE ENERGY (INCLUDING NUCLEAR: 19%) STAFFING LIFE SCIENCES OTHER OTHER (INCLUDING BUILDING: 3%) EBITA* PROFIT FOR THE PERIOD FREE CASH FLOW* (IN MILLIONS OF EUROS) (IN MILLIONS OF EUROS) (IN MILLIONS OF EUROS) 32.1 44.8 45.3 66.9 27.9 57.8 2015 2016 2015 2016 2015 2016 * Résultat opérationnel d’activité incluant la * Free cash fl ow = Flux de trésorerie quote-part de résultat des entreprises associées. généré par l’activité, diminué des investissements nets d’exploitation. EMPLOYEE NUMBERS EMPLOYEE NUMBERS EMPLOYEE NUMBERS BY GEOGRAPHIC REGION BY DIVISION BY COUNTRY 549 48 1,327 12,422 11, 553 1,125 4,098 1,296 7, 2 2 4 7, 8 4 9 7, 727 7, 8 4 9 825 4,329 4,573 GLOBAL PRODUCT SOLUTIONS FRANCE ENERGY & INFRASTRUCTURE CANADA/UNITED STATES/UNITED KINGDOM 2015 2016 STAFFING ROMANIA/SPAIN/PORTUGAL GERMANY/BELGIUM/SWITZERLAND FRANCE AUTRES AFRICA/MIDDLE EAST/ASIA OUTSIDE FRANCE ASSYSTEM MEETING NOTICE - COMBINED GENERAL MEETING ON 16 MAY 2017 5 PROFILE ASSYSTEM TODAY: 50 YEARS OF BUSINESS OVERVIEW SERVING INNOVATION AND GROUP STRATEGY Assystem operates in the engineering market through three divisions: ● Global Product Solutions (60% of the Group’s revenue in 50 YEARS OF EXPERTISE 2016); ● Energy & Infrastructure (33% of revenue); CIRCA 12,500 EMPLOYEES ● Staffi ng (6% of revenue). A GLOBAL PRESENCE WITH SUBSIDARIES IN 20 COUNTRIES 1.1 GLOBAL PRODUCT SOLUTIONS (Belgium, Canada, France and French overseas territories, Germany, India, Malaysia, Morocco, The Global Product Solutions (GPS) division specialises in Nigeria, Portugal, Qatar, Romania, Russia, Saudi outsourced research and development for industrial clients operating Arabia, Singapore, Spain, Switzerland, Turkey, United in the Aerospace, Automotive, Transport (rail) and Industry sectors. It has strong technical capabilities and proven expertise in complex Arab Emirates, United Kingdom, USA) and critical systems. €956 MILLION IN REVENUE GPS works alongside its clients throughout the product life cycle in each of its four business sectors: REGISTERED OFFICE: PARIS (FRANCE) In Aerospace, by contributing to: LISTED ON EURONEXT PARIS ● the development and customisation of systems, aerostructures, spacecraft and engines thanks to its high-level skills in design, stress analysis and electronic systems; OUR BUSINESS: INDUSTRIAL ENGINEERING ● the optimisation of manufacturing processes by designing tools and machines, creating production ranges, monitoring and Assystem is the engineering partner of choice for leading global certifying suppliers, and carrying out tests and quality audits; industrial groups. Having worked at the core of the industry for the past ● fi fty years, our teams of engineers design and develop the products and operational support by designing solutions aimed at reducing services of the future, build and ensure the optimal use of our clients’ the total cost of ownership of aircraft and their equipment and equipment and facilities throughout their life cycle, and coordinate and by drawing on its retrofi t skills. see through the completion of their projects and infrastructure. In Automotive, by supplying: Our 12,500 highly-committed employees contribute their specifi c ● during the development phase, services ranging from the design talents, know-how and values to help our clients meet the range of of sub-systems to the global design of derivative versions (for challenges they face on a daily basis, such as producing cleaner example the estate model) as well as creating prototypes of energy, designing lighter aircraft and making electric transport electronic components, with a strong positioning in highly strategic widely available. areas (such as self-driving and fully-connected cars). In addition, the division has developed a test offering that covers the full Our teams are trained to master and build skills whilst being able range of test solutions from creating testbeds to taking complete to adapt to the challenges inherent in innovation, risk management responsibility for performing all of the tests for a particular vehicle; and complex projects.