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Registration Document 2017

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Registration Document 2017 REGISTRATION DOCUMENT 2017 INCLUDING THE ANNUAL FINANCIAL REPORT MESSAGE FROM THE CHAIRMAN AND CEO 2 2017 KEY FIGURES 4 1 PRESENTATION OF THE GROUP 7 5 RISK FACTORS 83 1.1 History 8 5.1 Risks related to the economic environment 84 1.2 Business overview and Group strategy 11 5.2 Risks related to the Group's operations 85 1.3 Simplifi ed organisation chart of the Group 5.3 Liquidity and market risks 86 at 31 D ecember 2017 14 5.4 Employee-related risks 87 5.5 Risks related to information systems 87 5.6 Legal, regulatory and tax risks 87 2 CORPORATE GOVERNANCE REPORT 15 5.7 Industrial and environmental risks 88 2.1 Board of Directors 17 5.8 Risks related to acquisitions 88 2.2 Compensation and benefi ts in kind allocated by 5.9 Insurance strategy 89 the Company and other Group entities in 2017 to members of the administrative and management bodies in offi ce 30 2.3 Additional information 36 6 FINANCIAL STATEMENTS 91 6.1 Consolidated fi nancial statements 92 6.2 Statutory Auditors report on the consolidated fi nancial statements 137 3 MANAGEMENT REPORT 37 6.3 Parent company fi nancial statements 142 3.1 Business overview 38 3.2 Group results 40 3.3 Assystem SA parent company fi nancial statements 43 INFORMATION ABOUT THE COMPANY 3.4 Compensation of company offi cers 44 7 AND ITS SHARE CAPITAL 167 3.5 Information concerning administrative bodies 44 7.1 General information about the issuer 168 3.6 Information about the Company's capital 44 7.2 Information about the Company’s share capital 171 contents 3.7 Description of main risks and uncertainties 45 7.3 Statutory audit and fees paid by the Group to the 3.8 Internal control and risk management procedures Statutory Auditors and members of their networks 180 put in place by the Company relating to the preparation and processing of accounting and 7.4 Special report on awards of free shares fi nancial information 45 and performance shares 181 3.9 Anti-corruption measures 52 7.5 Special report on stock options 182 3.10 Corporate Social Responsibility (CSR) 53 3.11 Related-party agreements and commitments 53 3.12 Statutory Auditors' fees 53 ANNUAL GENERAL MEETING 3.13 Five-year fi nancial summary for Assystem SA 54 8 OF 16 MAY 2018 183 8.1 Agenda 184 8.2 Purpose of the proposed resolutions 185 8.3 Text of the proposed resolutions 191 2017 CORPORATE SOCIAL 4 RESPONSIBILITY REPORT (CSR) 55 8.4 Statutory A uditors’ reports 202 4.1 CSR v ision and strategy 56 4.2 Stakeholder mapping 61 4.3 Human resources information: hr development 9 APPENDICES 203 as a driver of performance 63 9.1 Statement by the persons responsible 4.4 Environmental information: reducing the Group’s for the 2017 Registration Document 204 carbon footprint 73 9.2 Cross-reference tables 205 4.5 Socio-economic information: acting as a responsible corporate citizen 75 4.6 Methodology n ote 78 4.7 Report by one of the Statutory Auditors, appointed as independent third party, on the consolidated human resources, environmental and social information included in the management report 81 REGISTRATION DOCUMENT 2017 INCLUDING THE ANNUAL FINANCIAL REPORT An international engineering and innovation consultancy group operating in 15 countries with some 5, 000 employees. For 50 years Assystem has been a partner of choice for the largest global industrial groups. The original French language version of this Registration Document was fi led with the AMF, the French Financial Market Authority, on 11 April 2018 in compliance with Article 212-13 of the AMF's General Registrations. I t may be used in support of a fi nancial operation if accompagned by a prospectus validated by the AMF. The original version of thi s document was prepared by the issuer and under the responsability of its signatories. The English-language version of this document is a free translation from the original, which was prepared in French. All possible care has beentaken 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. A NEW PATH TO GROWTH ASSYSTEM REGISTRATION DOCUMENT 2017 1 MESSAGE FROM THE CHAIRMAN & CEO MESSAGE FROM THE CHAIRMAN & CEO DOMINIQUE LOUIS 2017: STRATEGICALLY REFOCUSING ON THE NUCLEAR SECTOR – THE HISTORIC CORE OF OUR EXPERTISE 2017 marked a turning point for Assystem, with the separation of our two engineering businesses: on the one hand, our specialised activities in the nuclear and infrastructure markets (our historic core business areas), and on the other, our more recent outsourced R&D business, operating in the automotive and aeronautical industries. Outsourced R&D is a high-growth sector which has undergone deep-seated transformation in recent years due to the emergence of new technologies, the increasing importance of sustainability, and measures taken by several industrial players to streamline their procurement policies by reducing the number of their suppliers. The rapid organic and acquisition-led growth of market participants such as Altran, Alten and Akka is both driving and being driven by these changes. Although Assystem’s global size represented close to one billion euros, our business volumes in outsourced R&D meant that we were one of the smallest of the large players. We had better organic growth levels than our competitors but we were hampered by not having the critical mass required in the outsourced R&D market. 2 ASSYSTEM REGISTRATION DOCUMENT 2017 MESSAGE FROM THE CHAIRMAN & CEO In order to stay in the race for size in outsourced R&D, we therefore The stake we have acquired in Framatome sends a strong message had two options: either give ourselves the resources to accelerate the about our refocusing on our historic core business, demonstrates our business’s build up by going it alone as Assystem, a listed company, strategic positioning in the French nuclear industry and heightens or applying a build-up strategy on another scale via a private partner our international credentials. Our vision for the future – which is with the necessary expertise and fi nancial clout. I decided on the underpinned by our joint ventures and agreements with major second route, in the interests of both Assystem and its shareholders. international players – is rooted in our conviction that nuclear power This meant transferring control of our outsourced R&D business to a has an essential role to play in energy transition. It is this vision that partner with the credentials we were looking for while ensuring that will help us achieve our goal of cementing our position as one of Assystem could remain closely associated with the future success the world’s leading players in nuclear engineering. of the new group created from this move – Assystem Technologies. One of the major sources of the CO2 causing climate change is the massive use of fossil fuels – particularly coal, but also gas – to Outsourced R&D needs produce electricity, and we won’t be able to address this crisis on a planetary scale by using renewable energies alone. Nuclear energy are growing rapidly – which, like renewables, has the advantage of not producing CO2 – is on the cusp of a renaissance, whose success will hinge in a globalised market on being able to reduce costs and improve plant safety. Serving We chose the private equity fi rm, Ardian, to accompany us in this these objectives is our raison d’être at Assystem. new adventure as it represented the best fi t in terms of investor profi le and offered attractive fi nancial conditions as well as the opportunity We are seeing robust growth to keep an ownership interest in the new group. By reinvesting just over 20% of the sale price in a 39% interest in Assystem in our core markets Technologies we have put in place a strong earn-out potential. In 2018, our strategy will once again be structured around the three In early 2018, Assystem Technologies successfully carried out a main areas where we are experiencing robust growth: our fl agship major build-up transaction by acquiring the German group SQS. nuclear business, of course – thanks to our leading position in the This added over €300 million to Assystem Technologies’ annual French nuclear industry and our international partnerships, as well revenue, which means that it already tops the €1 billion mark. as transport infrastructure and life sciences. Assystem participated in the fi nancing of the acquisition, giving it a 38% interest in the merged outfi t. Thanks to the success of Dominique Louis this business combination, together with Assystem Technologies’ robust revenue momentum (over 13% like-for-like growth in 2017) and clients’ rapidly-growing needs in a globalised market, we are confi dent that we made the right choice. There were two other key events for Assystem in 2017. First, we launched an offer on the open market to buy back 28.4% of Assystem’s outstanding shares at a per-share price of €37.50, giving shareholders the opportunity to directly benefi t from a portion of the net proceeds generated from the transfer of control of the outsourced R&D business. And second, we purchased a 5% interest in Framatome (formerly Areva NP). ASSYSTEM REGISTRATION DOCUMENT 2017 3 2017 KEY FIGURES 2017 KEY FIGURES AVERAGE PRICE AND MONTHLY TRADING VOLUMES OF THE ASSYSTEM SHARE IN 2017 Euros Number of shares 40 800 000 35 700 000 30 600 000 25 500 000 20 400 000 15 300 000 10 200 000 5 100 000 0 0 J17F17 M17 A17 M17 J17 J17 A17 S17 O17 N17 D17 TRADING VOLUME (IN NO.
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