2009 / REFERENCE DOCUMENT ENGINEERING & INNOVATION CONSULTANCY

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1 2009 / REFERENCE DOCUMENT ENGINEERING & INNOVATION CONSULTANCY

2 KEY FIGURES KEY FIGURES FOR THE YEAR 2009 DISTRIBUTION OF REVENUE BY CLIENT BUSINESS SEGMENT (ESTABLISHED OVER 85% OF 2009 REVENUES) 37% Aeronautics 9% Automobile 10% Energy 23% Nuclear 9% Defence 2% Telecom 2% Pharmaceuticals 8% Miscellaneous 1.20% Employee mutual fund (FCP) 3.00% Members of the Supervisory Board and Management Board 2.80% Treasury Stock DISTRIBUTION OF CAPITAL AS OF 31/12/ % CDC Group * 48.00% Public ASSYSTEM SHARE PRICES AND AVERAGE DAILY VOLUMES J09 F09 M09 A09 M09 J09 J09 A09 S09 O09 N09 D09 J10 F10 800, , , , , , , , % D.Louis / HDL Group Volume Highest Lowest *15% held by the FSI and 2.60% by the CDC ASSYSTEM REFERENCE DOCUMENT 2009

3 KEY FIGURES REVENUE BY GEOGRAPHICAL AREA (IN M) REVENUE BY COUNTRY (IN M) REVENUE BY DIVISION (IN M) France Outside France France 73.8 Germany 60.2 United Kingdom 5.8 Italy 8.8 Spain/Portugal 2.1 Romania 28.9 Others Plant Engineering & Operations Aerospace Mechanical Engineering Technology & Product Engineering Others WORKFORCE EVOLUTION WORKFORCE BY COUNTRY WORKFORCE BY DIVISION 8,734 9,275 8,539 6,488 6,753 6,257 2,246 2,522 2, France Outside France 6257 France 859 Germany 492 United Kingdom* 232 India * without subcontractors 149 Italy 151 Spain/Portugal 145 Romania 254 Others Plant Engineering & Operations Aerospace Mechanical Engineering Technology & Product Engineering Others NET DEBT / EQUITY NET DEBT / EBITDA* OPERATING RESULT FROM CONTINUING OPERATIONS (IN M) 19% 14% 1% gathering the Energy & Nuclear and Facilities divisions. 2 gathering the Aeronautics divisions. 3 gathering the Automobile, Industries, Naval & Defence, Technologies and Silver Atena divisions * EBITDA = Operating income + depreciation and amortization + net provisions allocations.

4 2009 REFERENCE DOCUMENT ENGINEERING & INNOVATION CONSULTANCY / CONTENTS Key figures / Flap Profile / 03 Letter from the President of the Supervisory Board / 04 Letter from the President of the Management Board / 05 Corporate Governance / 06 Highlights / ASSYSTEM, INDUSTRIAL ENGINEER / 14 INTERNATIONAL PRESENCE / France / 16 Germany / 18 United Kingdom / 19 Spain / 20 Portugal / 20 Italy / 20 Romania / 21 India / FINANCIAL REPORT / Design & layout: Les Éditions Stratégiques (0) Photos: Assystem - Corbis - Getty Published: May 2010.

5 03 PROFILE ASSYSTEM AN INTERNATIONAL ENGINEERING GROUP / ASSYSTEM is an international engineering and innovation consultancy group with French roots. Our culture of industry, major technological projects and service provision has been built up over our forty year history. OUR MISSION is to help our clients most effectively manage the development of their products and optimise their industrial investments over their lifecycle. WITH OVER 8,500 EMPLOYEES worldwide, we bring our technical, scientific and methodological expertise to bear in leading-edge innovation sectors such as aerospace, energy, nuclear, defence and transportation. OUR ENGINEERING CENTRES combined with the mobility of our teams enable us to perform worldwide without compromising the Made in Assystem quality REVENUE / 613 Million TOTAL EMPLOYEES / 8, % INTERNATIONAL PORTION OF REVENUE / ASSYSTEM REFERENCE DOCUMENT 2009

6 04 INTERVIEW MICHEL COMBES / LETTER FROM THE PRESIDENT OF THE SUPERVISORY BOARD / «ASSYSTEM S CORPORATE GOVERNANCE BALANCE ENABLED IT TO ACT QUICKLY.» The annus horribilis 2009 gives us an opportunity for reflection, as is the remit of the Supervisory Board. Mid-sized company, Assystem enjoys twin and complementary characteristics: those, historically, of an SME and those of a large group in the making. It benefits from the robustness and responsiveness that are characteristic of entrepreneurial management and a Corporate Governance structure befitting the largest companies. Once again this year, the balance of Assystem s Corporate Governance, underpinned by the stability of its shareholder base, enabled it to take swift action, in accord with its values and with a view to its long-term sustainability. As a result of its make-up, the Supervisory Board serves to anchor the Company. Its members have formerly held management positions in Assystem s customer sectors: they are fully aware of their fundamentals and structural developments. This closeness enabled them to act as a lookout, and to shed light on operational decisions. In 2009, Assystem maintained its core strategic outlook, while adapting to a fundamentally altered environment. Better still, the Group was able to restructure to prepare for the future, which it faces with its forces refocused on its major markets and a certain financial flexibility. This is the result of effective cooperation between the Management Board and the Supervisory Board, each within their respective remit. This coherence, a precondition for sound Governance, is a powerful driver of performance today and of growth tomorrow. Sound Governance is a powerful driver of performance today and of growth tomorrow. ASSYSTEM REFERENCE DOCUMENT 2009

7 05 INTERVIEW DOMINIQUE LOUIS / LETTER FROM THE PRESIDENT OF THE MANAGEMENT BOARD / In 2009, we faced a crisis of previously unseen suddenness and scale. Despite this, Assystem continued to carry out the transformations required to prepare its future with steadfastness and determination. It did not deviate from its strategic goals. On the contrary, it strengthened its hand by retaining its employees and maintaining its financial capacities. This twin necessity reflected the main concern of the Management Board: safeguarding the company s long-term development. «ASSYSTEM S TRANSFORMATION WENT HAND-IN-HAND WITH THAT OF ITS CLIENTS.» Despite the decline in revenue on the back of the collapse of the automotive sector, diversification made it possible to dampen the impact. The Group s resilience and responsiveness resulted both in the career changes of over 300 engineers during the year and in the cutting of indirect costs, particularly in France. Its ability to recover, evident in the second half, positively positions Assystem to take advantage of new growth opportunities. We are exiting the crisis with a stronger balance sheet and increased financial flexibility. Our major assets include our singular know-how in a sector with substantial long-term growth potential, namely nuclear power a sector in which we strengthened our positions in But a real dynamic of change spread everywhere, made possible by the solidarity and flexibility of the teams. Assystem s transformation went hand-in-hand with that of its clients. The trials of 2009 reaffirmed its ability to adapt, the strength of its expertise, the coherence of its vision. While remaining true to its fundamentals, the company set itself free. Keep moving forward, that is the aim of any strategy in a world where nothing is certain, except uncertainty. Keep moving forward, that is the aim of any strategy in a world where nothing is certain, except uncertainty. ASSYSTEM REFERENCE DOCUMENT 2009

8 06 CORPORATE GOVERNANCE ASSYSTEM is a public limited company with a Management Board and a Supervisory Board. This corporate form allows for effective separation of management and control functions. Management at Assystem places great importance on the efficiency of its process for taking major decisions and on the flow of information within the Group, with this constant concern notably stemming from its highly decentralised structure. THE SUPERVISORY BOARD In accordance with the Articles of Association and its rules of procedure the Supervisory Board meets as often as required by the Company s interests and at least four times a year. In order to properly carry out its duties, it is consistently and fully informed on matters submitted to it prior to its meetings, covering all the items on the agenda and in particular, every quarter, the running of the Company. The Supervisory Board currently has nine members from different walks of life, seven of whom satisfy the independence criteria as laid down in the Corporate Governance Code for listed companies published by AFEP-MEDEF. In November 2009, the Remuneration and Nominations Committee reviewed each member s status as regards these criteria. The Supervisory Board met six times over the past year and received the corresponding preparatory material. The attendance rate was 70%. The Board has its own rules of procedure, which in particular set out the rules governing the operation of the Board. To this end, the Supervisory Board decided to directly handle issues relating to the Group s strategic outlook and set up two Board committees, namely: an Audit Committee and a Remuneration and Nominations Committee, each with its own rules of procedure. THE AUDIT COMMITTEE The Audit Committee met six times in 2009 and had an attendance rate of 92%. The Audit Committee is responsible for assisting the Supervisory Board with the carrying out of its financial and audit-related duties and responsibilities. THE REMUNERATION AND NOMINATIONS COMMITTEE The Remuneration and Nominations Committee met five times in 2009 and had an attendance rate of 93%. It is tasked with making proposals to the Supervisory Board regarding the appointment of members of the Supervisory Board, members of the Management Board, the President of the Management Board, any executive officers and members of the Audit Committee. The President of the Supervisory Board also keeps it informed of the appointment of other Group executives. THE MANAGEMENT BOARD The Management Board, chaired by Dominique Louis, currently has six members, bringing together the main functional and operational know-how required to run the Group. BY VIRTUE OF THEIR KNOW-HOW AND EXPERTISE, EACH MEMBER ENHANCES THE WORK OF THE TEAM. THAT IS THE BASIS FOR THE HARMONIOUS CORPORATE GOVERNANCE, IDENTITY OF ASSYSTEM ASSYSTEM REFERENCE DOCUMENT 2009

9 07 CORPORATE GOVERNANCE THE MANAGEMENT BOARD Dominique LOUIS PRESIDENT Stéphane AUBARBIER David BRADLEY Gérard BRESCON Martine GRIFFON-FOUCO Gilbert VIDAL THE SUPERVISORY BOARD Michel COMBES PRESIDENT Jean-Pierre DESGEORGES VICE-PRESIDENT Pierre GUÉNANT Gilbert LEHMANN Rémy CHARDON Stanislas CHAPRON Armand CARLIER Jean-Pascal TRANIÉ Bertrand FINET THE REMUNERATION AND NOMINATIONS COMMITTEE Jean-Pierre DESGEORGES PRESIDENT Stanislas CHAPRON Rémy CHARDON THE AUDIT COMMITTEE Jean-Pascal TRANIÉ PRESIDENT Armand CARLIER Pierre GUÉNANT Gilbert LEHMANN Bertrand FINET The Management Board, from left to right: Dominique Louis, President of the Management Board; Gérard Brescon, Human Resources; Gilbert Vidal, Finance; Stéphane Aubarbier, David Bradley, Martine Griffon-Fouco, Operations. ASSYSTEM REFERENCE DOCUMENT 2009

10 08 HIGHLIGHTS / 2009 ECONOMIC CRISIS / AUTOMOTIVE SECTOR PARTICULARLY HIT / > Beginning in Autumn 2008, the crisis peaked in the first half of The French automotive industry, which was particularly affected, had 452,000 idle hours in January alone. Assystem s revenue in this sector was cut in half in 2009 and reaches less than 10% over the year. NUCLEAR FUSION / EMERGENCE OF A MAJOR PLAYER / > The growth of the nuclear market led to a merging of the energy and nuclear operations of Assystem France and Assystem Facilities creating a force of over 3,000 engineers and technicians. The Group thus established for itself a singular skills cluster in its core field, and an offering that is also comprehensive ranging from engineering to the combustible cycle. GLOBALLY / SUPPORTING OUR CLIENTS INTERNATIONALLY / > Assystem assisted Renault with its project to build an automotive plant in Tangiers (Morocco), with the first line going into production in 2012 and the second in The Group provides project management support for the building component of this plant. RESPONSIVENESS / SAFEGUARDING THE FUTURE: HUMAN RESOURCES / > Once the first signs of a fall-off in sales appeared, Assystem took the necessary measures: reduction in indirect costs, staff reassignment. No social plan was implemented except in Italy. Sectorial retraining programmes were established. Following training, 320 employees were transferred from the automotive sector to growth businesses. The restructuring was made possible as a result of the mobility of the employees in question, and the solidarity of the host teams. Its success substantially increased the sense of belonging. BOUNCING BACK / RESOURCES FOR GROWTH / > Assystem continues to generate cash and has cut its net debt to zero. The improved balance sheet structure makes it possible to plan for the future, and to become highly manoeuvrable as we exit the crisis. As Assystem has no debt, it is ready to bounce back by taking growth opportunities that are in line with its strategy. ASSYSTEM REFERENCE DOCUMENT 2009

11 09 HIGHLIGHTS STREAMLINED PANELS / TARGETED OFFERING, INCREASED MARKET SHARE / > With a view to cutting their costs and improving performance, all key accounts have streamlined their preferred supplier lists. Assystem is one of the leading service companies retained by EADS, MTU, Rolls-Royce, Thales, etc. This presence attests to the trust built up over the years and an ever more targeted offering. It would be expected to result in additional market share in ONE HUNDREDTH / A FIGURE OF CONFIDENCE / > In September 2009, Assystem carried out its one hundredth assignment coordinating the shutdown of the Reactor Building housing the primary circuit of the nuclear plants. Assystem is asked, by EDF, to handle an average of fifteen shutdowns per annum, each requiring the carrying out of thousands of individual tasks. This symbolic milestone marks the trust placed in Assystem s know-how by the EDF French operator. ENGAGE FOR ITER / ARCHITECT ENGINEER / > Assystem, as lead partner, joined up with European engineering specialists: Atkins (United Kingdom), Empresiarios Agrupados (Spain) and Iosis (France) to establish the Engage Consortium and bid on a tender from the European Fusion For Energy (F4E) agency regarding the design and the construction of 34 buildings as part of the international ITER project. SPIRIT AEROSPACE / A GLOBAL PARTNERSHIP / > Sales to Spirit Aerospace rose by a factor of six in 2009: the US equipment manufacturer is one of the Group s top ten clients. This relationship can be seen in transnational agreements in Canada, Russia, Germany and the United Kingdom. Assystem notably works for Airbus in Europe, and for the aircraft manufacturer Bombardier in Canada. This is testament to our leadership as the leading European Design Office in aerostructures. ANI / BROADENING EXPERTISE / > The lack of investment in the nuclear field over the past two decades has led to a dearth of expertise. It is with a view to building it back up that Assystem founded the Assystem Nuclear Institute (ANI). In 2009, this training centre, run by the leading experts, welcomed 513 trainees from all corners of the Group. ASSYSTEM REFERENCE DOCUMENT 2009

12 10 ASSYSTEM, INDUSTRIAL ENGINEER «RESPONSIVENESS, SOLIDARITY, CREATIVITY: THAT IS THE ASSYSTEM BRAND.» Dominique LOUIS, PRESIDENT OF THE MANAGEMENT BOARD OVERVIEW OF THE GROUP The Assystem Group is one of the leading global players in Engineering and Innovation Consultancy. Working at the heart of industry for over forty years, Assystem supports its clients with the development of their products and the optimisation of their industrial investments over their lifecycle. The Group has over 8,500 employees worldwide, and posted revenue of 613 million in ASSYSTEM REFERENCE DOCUMENT 2009

13 11 ASSYSTEM INDUSTRIAL ENGINEER Assystem has developed core competences in two very different fields: optimisation of industrial investments over their lifecycle (process engineering and production support), and outsourced R&D (product and electronic engineering, IT and software). By bringing its industrial investment optimisation activities together under the Plant Engineering & Operations division, the Group has reaffirmed its leadership position in the design and management of projects involving factories, power plants and other facilities, in testing and commissioning and in operation and training. Assystem offers its clients knowledge of complex, heavily regulated environments, built up on its long experience in the nuclear industry. In the field of outsourced R&D, Assystem is active throughout the product engineering value chain, from functional analysis to validation, not to mention design, computing and testing. Its expertise in mechanical engineering has made Assystem s Aerospace Mechanical Engineering division a European leader in the aerospace field. The Technology & Product Engineering division houses the key expertise required for hardware and software development, systems integration and validation in the automotive, rail transport and new technologies sectors. Its ability to identify and bring together cutting-edge resources makes Assystem one of the leading engineering partners of major international industrial players, as can be seen from its reference listings at EADS, Alstom Transport and Siemens. With an organisation that is firmly grounded in the realities of its markets, Assystem offers the flexibility and expertise sought by its clients, enabling it, both in times of crisis and growth, to ensure the company s long-term sustainability. «OUR BUSINESS IS BUILT ON TRUST. WITH IT, ANYTHING IS POSSIBLE.» David BRADLEY, MEMBER OF THE MANAGEMENT BOARD «OUR CLIENTS CROSS NATIONAL BOUNDARIES, AND WE ACCOMPANY THEM.» MARTINE GRIFFON-FOUCO, MEMBER OF THE MANAGEMENT BOARD MARKETS AND CLIENTS Assystem s stature and international positioning are key to its credibility and competitiveness. They enable it to recruit worldwide, and for its clients represent a decisive selection criterion in terms of the definition and spreading of risks. One of the essential components of this approach is the Group s sales structure. Drawing on that of its major buyers, it is cross-company and global. Assystem has assigned each of its key accounts to a single account manager, who can provide them with an unified offer covering all of their needs and benefiting from optimal allocation of its resources, from one country to the next. With expanded and transnational resources, Assystem supports its clients with their international expansion, and thereby shares expertise as close as possible to mature or emerging markets. This strategic choice provides the Group with the necessary responsiveness to maintain a close relationship with its clients. ASSYSTEM REFERENCE DOCUMENT 2009

14 12 ASSYSTEM INDUSTRIAL ENGINEER It enables them to identify their needs, even before they are expressed, to put in place the human resources necessary to meet them, or to launch upstream training programmes to respond to them the moment they will appear. The cultural affinity with major nuclear players like EDF and Areva thus represents a considerable advantage for the Group. «RESPONSIBILITY DOES NOT MEAN TRANSFERRING RISK, BUT CONTROLLING IT.» Stéphane AUBARBIER, MEMBER OF THE MANAGEMENT BOARD Because it has built up expertise in all the fields in which it operates and is able to provide it to its clients right where they need it, the Assystem Group is a preferred supplier of leading global buyers. Assystem in fact offers its clients a unique set of core competences. Competences that it has built up over forty years in the nuclear field, from plant design to the combustion cycle, working on major projects worldwide for clients such as EDF, Areva, the CEA and British Energy. Recognised internationally, this expertise earned it a part in the ITER project. A testament to the trust placed in it by EDF, Assystem helps train its plant operators, engineers and technicians. In response to changes in how clients are contracting out work, marked by the widespread use of fixed-price arrangements, the Assystem Group expanded its recruitment globally, merged its teams and internationalised its project culture. This adaptation to the globalisation of the operations of its clients has, for example, enabled Assystem to become one of the leading European Design Offices in aerostructures. The scale and structure of the Assystem Group enables it to work side-by-side with its clients no matter where they are, using shared resources and expertise. The Assystem Group supports them, under offset agreements, and is even moving into emerging markets, via offshore activities. It thus mirrors the presence of leading global aerospace and automotive manufacturers in Romania, Morocco and India. This dynamic of growing in tandem with market expectations and developments has been made possible by the Group s financial solidity. It has allowed it to channel and control its development, to respond to innovation challenges, to take opportunities to make acquisitions. Thanks to the stability of its shareholder base and in particular its governance structure, Assystem is in a position to follow a policy of dynamic growth and innovation, and to position itself as a leading international player in Engineering and Innovation Consultancy. ASSYSTEM REFERENCE DOCUMENT 2009

15 13 ASSYSTEM INDUSTRIAL ENGINEER «ONE OF OUR CONCERNS, IS THE SKILLS OF TOMORROW.» Gérard BRESCON, MEMBER OF THE MANAGEMENT BOARD It surrounds itself with a network of contacts and experts, who enrich strategic know-how and feed creativity. Each year, four hundred employees are invited to do training at the Assystem Nuclear Institute, with programmes designed to reinforce technical knowledge and strengthen quality control, but equally to develop experience sharing and knowledge transfer in the nuclear field. Assystem s human resources policy is inseparable from its financial goals. It ranks development of expertise as one of the key tools in improving the performance of its clients. OUR VALUES AND TEAM It is the men and women of the Assystem Group who ensure its performance, growth, and long-term sustainability: this belief underpins the corporate culture as regards human resources. This means demanding hiring, in line with needs, and constant upgrading of know-how to reflect cutting-edge developments. Assystem is driven by values that underpin its decisions and actions and constitute its brand: solidarity, responsiveness, creativity. The Company s dynamism is built on the promotion, spreading and sharing of these values. Particular emphasis is placed on the role of supervisory staff, who direct teams on a day-to-day basis and ensure increased cohesion: solidarity is a precondition for change. It makes possible changes made necessar y by economic realities, technological innovation and market globalisation. The requirement of responsiveness means that Assystem is continually identifying the skills of the future. To keep its offer at the very highest level, and thereby maintain balanced relations with its clients, the Group targets the diversity and complementarity of its activities and looks to renew its expertise. «THE GROUP HAS A SOLID BALANCE SHEET AND INCREASED FINANCIAL FLEXIBILITY, DRIVING GROWTH.» Gilbert VIDAL, MEMBER OF THE MANAGEMENT BOARD ASSYSTEM REFERENCE DOCUMENT 2009

16 14 INTERNATIONAL PRESENCE FRANCE / 16 GERMANY / 18 UNITED KINGDOM / 19 SPAIN, PORTUGAL, ITALY / 20 ROMANIA, INDIA / 21 ASSYSTEM REFERENCE DOCUMENT 2009

17 15 INTERNATIONAL PRESENCE THANKS TO ITS INTERNATIONAL PRESENCE, THE GROUP IS POSITIONED TO ACT AS A PREFERRED PARTNER TO ITS CLIENTS WORLDWIDE. The history of the Assystem Group began in 1966 with the creation of a French company called Atem by a team of nuclear engineers and technicians. Specializing in the commissioning of industrial units, the company s growth was fueled by the major nuclear power plant-building program initiated by the French government after the first oil crisis of In the 80s, the company began to diversify into project management, focusing mainly on control systems and industrial IT for the automotive, steelmaking, space and defense industries saw the creation of Alphatem, a company owned jointly with COGEMA, and originally focused on the testing and commissioning of COGEMA industrial investments programs at La Hague and Melox (France). In 1995, the Group adopted the name of Assystem and was listed on the Paris stock exchange marked the end of major state investment in nuclear power both in France and internationally, and the start of a new phase in the life of Assystem, as the company diversified decisively towards product engineering in the aeronautic and automotive industries without losing any of its skills and expertise in nuclear power. The merger with Brime Technologies in 2003 established Assystem as a major player in advanced technology consultancy and opened the door to the Group s globalization. A series of significant acquisitions, including Inbis Ltd., which became Assystem UK Ltd., as well as SKI and Atena in Germany, would then remodel the face of the Group. In 2008, Assystem s presence in India was further reinforced by the formation of Silver Atena; a company specialized in embedded critical safety systems. Assystem now has over 8,500 employees worldwide and posts close to a third of its revenue outside France. Its global scope means that it can act as a preferred partner for its clients across all their operations, making its core competences available to their major projects. TOP 10 CLIENTS EADS - EDF - Thales - General Electric - Areva Peugeot-PSA - Alstom - MTU - Renault - Spirit Aerospace ASSYSTEM REFERENCE DOCUMENT 2009

18 16 INTERNATIONAL PRESENCE FRANCE Strengthened, restructured, Assystem consolidates in its core markets, and reaffirms its positions in the growth sectors of the future. Assystem s operations in France account for 70% of the Group s revenue, and is primarily posted by two subsidiaries: Assystem France serving the needs of the outsourced R&D market and Assystem Engineering & Operation Services, resulting from the merger of the energy and nuclear operations of Assystem France and Assystem Facilities, optimising industrial investments over their lifespan. In 2009, Assystem was faced with an economic crisis that hit its sales volumes. Given the challenges created by the economic downturn, the Group responded vigorously, cutting overheads, more closely controlling headcount reduction, promoting the mobility of resources and expertise. The restructuring of operations and widespread use of Key Account Managers makes it possible to firm up offerings, skills and to take advantage of synergies between the various entities to support the changing needs of our clients. MAIN SUBSIDIARIES: > Assystem France / > Assystem Engineering & Operation Services / EMPLOYEES: 6, REVENUE: (IN M) ASSYSTEM REFERENCE DOCUMENT 2009

19 17 INTERNATIONAL PRESENCE Thanks to its new sales structure, Assystem moved closer to its main clients to anticipate their needs. It offers its range of services to the current roster of clients and targeted prospects. It was the activities of the automotive sector that were the worst affected by the crisis in 2009 with a dramatic 50% fall in revenue. Plans to switch from this highly affected sector to growth sectors made it possible to retrain over 300 employees via targeted retraining programmes. Assystem consolidated its position in the nuclear sector, which enjoyed growth of 30%, like the EDF and Areva accounts saw progress on major projects. As part of the Engage consortium, where it is the lead partner, Assystem bid on a tender from the European Fusion For Energy (F4E) agency regarding the design and the construction of buildings of the ITER international programme, experimental thermonuclear reactor. New assignments were awarded to the Design Office as part of the Finnish EPR reactor project; a sign-off platform was developed for command & control system on the site of the Flamanville 3 EPR reactor. Assystem expanded its collaboration with EDF s Centre National d Equipement Nucléaire with regard to the operation of EPRs. Areva asked Assystem to carry out the testing and commissioning for the Georges Besse II enrichment site at Tricastin and the operating activities contracted out at the Cadarache site. The Design Office contract for mechanical works at CERN in Geneva was also renewed. Ever more active in the conventional energy sector, Assystem saw the Belfort site increase its work with GE Power and Alstom on balance of plant systems for gas turbines. Renewable energy will enable Assystem to grow and diversify its activities with groups such as GDF Suez, Total, Suez Environnement, Veolia, in particular in the field of waste and water treatment. Assystem employees are working on major hydro projects for EDF, Super Hydro and Renouveau. «TAKING ADVANTAGE OF SYNERGIES TO SUPPORT THE CHANGING NEEDS OF OUR CLIENTS.» For Compagnie Nationale du Rhône (GDF Suez Group), Assystem carried out supervisory studies on command & control facilities. The potential of the life sciences sector can be seen from the outsourced operations offering. Assystem moved forward in its long-standing activities of process certification and validation, in particular for GSK. The leading Design Office for aerostructures, Assystem works on the major programmes of its long-standing customer, Airbus, in Toulouse, but also for equipment makers like Aérolia, Liebherr Aerospace, Dassault and Snecma. Its teams of engineers work both upstream in design and downstream in support services and aircraft maintenance. The switch to flat-fee contracts from technical support has enabled Assystem to respond to increased demand for systems integration and outsourcing of functions. A major restructuring effort consolidated Assystem s position in France, and will enable it, in a more favourable economic climate, to discover new growth drivers. ASSYSTEM REFERENCE DOCUMENT 2009

20 18 INTERNATIONAL PRESENCE GERMANY Assystem meets the challenge of diversification in Germany, all the while capitalising on its expertise in aerospace. Assystem has major operations in Germany, the leading European economy. The three subsidiaries, Assystem Aero space Germany, Atena Engineering GmbH and Silver Atena GmbH employ over 800 engineers across the country. The challenge for Assystem in Germany is the diversification of its business; three quarters of its revenue is currently generated in the aerospace sector. The Group is developing its expertise in Germany to meet growing demand in other fields, notably in the conventional and renewable energy sectors. The aeronautic business, dominated by a single customer, Airbus, was marked in 2009 by the switch from Technical Support contracts to fixed-price work package. In parallel, Assystem experienced strong pressure on prices without it being possible to cut costs by the same proportions. In 2009, there was very strong demand for Silver Atena s expertise in embedded electronics and IT. They were in particular called upon as part of work on the control systems for the A400M engines on behalf of MTU. This recognised know-how in critical systems should result in sustained demand in Assystem has major ambitions in Germany and is investing in its capabilities. The future will bring major challenges in terms of human resources and customer offerings. The goal is to increase synergies within the Group and develop expertise in order to improve profitability and open up new markets. MAIN SUBSIDIARIES: > Assystem Aerospace Germany > Atena Engineering GmbH > Silver Atena GmbH EMPLOYEES: REVENUE: (IN M) 73.8 ASSYSTEM REFERENCE DOCUMENT 2009

21 19 INTERNATIONAL PRESENCE UNITED KINGDOM Assystem renews with growth in two dynamic markets, nuclear and aerospace. Assystem had a good 2009 year. Sales were sustained and diversified into the nuclear sector while the aeronautic sector enjoyed some solid successes. In the nuclear sector, Assystem provides engineering and design services, but also production support for waste treatment equipment. One of its main clients is the National Decommissioning Authority, involved in decommissioning over 22 sites, including Sellafield. The customer roster is diversified: Assystem works for Energy Solutions, Rolls-Royce Submarines, Technical Babcock International on the maintenance of British submarine naval yards and for AWEML, which manages the British nuclear defence establishment at Aldermaston. Furthermore, Assystem supports EDF in the United Kingdom via its British Energy subsidiary was also a good one for the aeronautic business. Our collaboration with Spirit Aerospace, a leading supplier of aerostructures to Boeing and Airbus, which began in the United Kingdom some seven years ago, continued successfully. It enjoyed strong growth in Further work for Rolls-Royce emphasises the close links built up with the aero-engine manufacturer. Assystem was in a position to strengthen its ties with its aerospace clients on the back of the Group s transnational organisation. The Anglo-Indian activities of Silver Atena are characterised by an offshore engineering offering. Although this model was proven by a growing number of buyers, the crisis hit sales levels at this subsidiary. Efforts were carried out in 2009 to resize the business: employee levels and fixed costs were cut in order to move into 2010 with increased competitiveness. The challenge for the teams in the UK is to maintain a high level of quality and develop their resources in order to respond to new opportunities. MAIN SUBSIDIARIES: > Assystem UK > Silver Atena Ltd EMPLOYEES: REVENUE: (IN M) 60.2 ASSYSTEM REFERENCE DOCUMENT 2009

22 20 INTERNATIONAL PRESENCE SPAIN Assystem positions itself with a diversified offering. In the automotive sector, Assystem supports PSA Peugeot-Citroën in Vigo, Renault in Valladolid, and Nissan in Barcelona. The business was heavily hit by the 2009 crisis. On the other hand, the military aeronautic sector, in which Assystem is active in Seville and Bilbao, has come through a year of uncertainty ending with the first flight of the A400M. Finally, through its investments, the Spanish government is encouraging the development of renewable energy. The Assystem operations in this sector continue to be marked in particular by commitments to Gamesa Eolica, one of the leading global producers of wind turbines. PORTUGAL Assystem supports its clients. In Portugal, Assystem is active in the aeronautic and automotive sectors. It works with the helicopter manufacturer Agusta-Westland (Finmeccanica group). In the automotive sector, Assystem is a partner of Auto Europa/Volkswagen, Renault and PSA Peugeot- Citroën. ITALY Resizing made necessary by the automotive crisis. Assystem faced ongoing difficulties in The automotive business, which accounted for the bulk of its revenue, was particularly hit, making it necessary to restructure and carry out social plan. In Italy, Assystem is now refocusing on its key accounts in aeronautics and rail transportation. MAIN SUBSIDIARIES: > Assystem Iberia > Assystem Portugal > Assystem Italia EMPLOYEES: REVENUE: (IN M) 14.6 ASSYSTEM REFERENCE DOCUMENT 2009

23 21 INTERNATIONAL PRESENCE ROMANIA A pool of expertise for major international projects. In 2009, Assystem s automotive operations in Romania were heavily hit. This was largely offset by the sharp growth in the international energy business: Assystem s Romanian teams worked on studies and installations for the Areva EPR reactor in Finland, the bringing online of conventional plants for Alstom in Bulgaria, Romania and Algeria. INDIA Twin opportunities in respect of offshore work and the local market. The strengthening of Assystem s operations in India is a strategic goal: the sub-continent is at the same time a market and a resource pool. The Group is Assystem s leading customer in India. Assystem India has satisfied the ISO 9001 certification procedures. Assystem is looking to diversify its business into the automotive sector in India, which is enjoying strong growth locally through work for Mercedes Daimler-Benz India and Renault-Nissan in Chennai. In the aeronautic sector, Eurocopter, Airbus and Rolls-Royce are looking to work with Assystem India s resources. The nuclear energy component is scheduled to increase in India, which has 17 plants and plans to build a civil nuclear industry based on the PWR technology. Assystem has close relations with the major private and institutional players in the Indian nuclear business. Silver Atena s teams in India were hit by the fall-off in the software testing business. The offshore business model, which is central to Silver Atena s business, should see renewed growth once sales volumes with Europe are restored. MAIN SUBSIDIARIES: > Assystem Romania > Assystem India EMPLOYEES: REVENUE: (IN M) 2.8 ASSYSTEM REFERENCE DOCUMENT 2009

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25 FINANCIAL REPORT This reference document was filed with the French Financial Markets Authority on 31 March 2010 (Autorité des Marchés Financiers, hereinafter AMF), in accordance with article of its General Regulations. It may be used in support of a financial operation if accompanied by a prospectus validated by the AMF. This document was prepared by the issuer and binds the responsibility of its signatories. 23

26 FINANCIAL REPORT CONTENTS CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL.... / 26 1 General information about the issuer / 26 2 General Information about the capital / 27 3 Fees of statutory auditors and affiliated members covered by the Group / 34 CHAPTER 2 GOVERNANCE / 35 1 Supervisory Board / 35 2 Management Board / 42 3 Insider Trading and Market Code of Conduct / 45 4 Conflicts of Interest / 45 5 Remuneration and benefits in kind granted by the Company and its affiliates during the 2009 Financial Year to Members of the Administrative, Management and Supervisory bodies in office / 46 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD.. / 53 1 Business / 53 2 Group results / 53 3 Assystem SA company financial statements / 57 4 Compensation of corporate officers / 62 5 Information concerning the Administration, Management and Supervisory bodies / 62 6 Statement of Assystem SA s Financial Results for the last 5 years / 63 7 Delegations of responsibilities and authorisation given to the Management Board for capital increases / 64 8 Risk factors / 64 CHAPTER 4 RISK FACTORS / 67 CHAPTER 5 OTHER REPORTS BY THE MANAGEMENT BOARD / 70 1 Special report on transactions subject to articles L to L / 70 2 Special report on share subscription or purchase options (article L of the French commercial code) / 71 24

27 FINANCIAL REPORT CHAPTER 6 THE PRESIDENT OF THE SUPERVISORY BOARD S REPORT / 72 1 Conditions for the preparation and organisation of the work of the Supervisory Board Corporate Governance / 72 2 Implementation of the APEF-MEDEF Recommendations set forth in the Corporate Governance Code for Listed Companies published in December / 72 3 Internal Control Procedures / 73 4 Statutory auditors report on the report of the Supervisory Board President / 79 5 Observations of the Supervisory Board on the financial statements for the year ended 31 December / 79 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS / 80 1 Consolidated financial situation / 80 2 Consolidated income statement / 81 3 Statement of consolidated result for period / 82 4 Consolidated statement of cash flows / 83 5 Consolidated Statement of Changes in Equity / 84 6 Notes to the financial statements / 86 7 Statutory auditors report on the consolidated financial statements / 145 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS / Balance Sheet / Income statement / Notes to the Company financial statements / Statutory auditors report on the annual financial statements / Statutory Auditors Report on the Regulated Agreements / 166 CHAPTER 9 CERTIFICATION OF THE REFERENCE DOCUMENT / 169 CHAPTER 10 TABLE OF CONCORDANCE / 170 CHAPTER 11 FINANCIAL AGENDA / 173 PUBLICLY AVAILABLE DOCUMENTS / 173 LIST OF DISCLOSURES /

28 CHAPTER 1 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL 1- GENERAL INFORMATION ABOUT THE ISSUER COMPANY NAME (Article 3 of the Articles of Association) Assystem (Meeting resolution of 9 June 2005), formerly known as Assystem Brime, Brime Technologies and Alpha Arcade III (constitution). REGISTERED OFFICE (Article 4 of the Articles of Association) 70, boulevard de Courcelles Paris. Tel.: Company documents (accounts, minutes of General Meetings, Auditors reports, etc.) may be inspected at the Company s registered office. DATE OF INCORPORATION 26 April 1997, under the name Alpha Arcade III. LEGAL FORM AND APPLICABLE LEGISLATION (article 1 of the Articles of Association) Public limited company under French law (société anonyme) with a Management Board and Supervisory Board, subject to all legislation governing commercial enterprises in France, and particularly the provisions of the French Commercial Code (Code de Commerce). PERIOD OF OPERATION (Article 5 of the Articles of Association) The Company will operate for a period of 99 years, commencing from its registration with the Trade and Companies Register i.e. until 27 May 2096 unless wound up prior to said date or extended beyond said date by the Extraordinary General Meeting. CORPORATE PURPOSE (Article 2 of the Articles of Association) The purpose of the Company is as follows: equity investment, whether by subscription, contribution, purchase or otherwise, and the exercise of the associated rights in any enterprise operating in a technological, technical, IT, electronic or mechanical field, and specifically: consultancy research and engineering, training, support and maintenance, systems and network operation and facilities management, product development and distribution, including hardware and software, REGISTERED NUMBER IN THE TRADE AND COMPANIES REGISTER The Company is registered in the Trade and Companies Register of Paris under the number B French Business Classification (Nomenclature d Activité Française) Code 7010 Z (Head office activities). COMPANY FINANCIAL YEAR (article 19 of the Articles of Association) Each of the company s financial years begins on 1 January and ends on 31 December. PROFIT DISTRIBUTION (article 20 of the Articles of Association) Net income for the year, less depreciation and provisions, represents the profit or loss for the period. At least 5% of the profits, less any prior period losses, are set aside in a legal reserve. This appropriation ceases to be compulsory once the reserve is equivalent to one tenth of the share capital. It is resumed if the reserve falls below this level for any reason whatsoever. The profit available for distribution consists of the profit for the period, less any prior period losses and less the appropriation referred to above, plus any retained earnings. This profit is available to the General Meeting, which, on the recommendation of the Board of Directors, may carry it forward wholly or in part to subsequent periods, set it aside in general or special reserves or distribute it to shareholders in the form of a dividend. The General Meeting may also decide to distribute amounts drawn from available reserves, expressly indicating, if it does so, the items from which the withdrawals are made. However, dividends are primarily drawn from the distributable profit for the period. The revaluation reserve may not be distributed; instead it may be incorporated wholly or in part into the Company s capital. GENERAL MEETINGS (Article 18 of the Articles of Association) The convocation and organisation of General Meetings and voting at same is in accordance with the law. effective leadership of the Group and determination of its overall policy, participation in any operation related to its purpose by means of new business creation, the subscription or purchase of shares or rights in a company, mergers, joint ventures or other. 26

29 CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL SPECIAL STATUTORY PROVISIONS The following statutory amendments relating to the operation of the Company were adopted by the Combined General Meeting of 10 December Existence and passing of statutory thresholds (Article 12 of the Articles of Association) Any shareholder, whether acting singly or jointly, without prejudice to the thresholds referred to in Article L , paragraph 1, of the French Commercial Code, who ends up directly holding 2% of the share capital or voting rights of the Company or a multiple thereof, is required to inform the Company by recorded delivery post, with notification of receipt requested, within the time limit laid down by Article L , paragraph 1, of said Code. The disclosure referred to in the preceding paragraph for passing thresholds of a multiple of 2% of the capital or voting rights also applies when the equity investment or voting rights fall below this threshold. Failure to respect the statutory thresholds declaration will result in voting rights being forfeited under the conditions set out in Article L of the aforesaid Code, at the request of one or more shareholders together holding at least 5% of the capital or voting rights of the Company. Double voting rights (Article 18 of the Articles of Association) A double voting right is assigned to each fully paid-up share shown to have been registered in the name of the same shareholder for at least two years. This arrangement was adopted by the Combined General Meeting of 10 December 2003 and appears in Article 18 of the Articles of Association. This double voting right ceases for any share converted to a bearer share or transferred, except for any registered share transfer following a succession or family settlement (Article L of the Commercial Code). Identifiable bearer securities In accordance with the provisions of Article L of the Commercial Code, the Company may at any time ask the central securities clearing body, in return for payment at its expense, for the identity of holders of securities conferring a voting right at its shareholder meetings now or in future. period of 18 months, or until 30 November This authorisation cancels and replaces the previous authorisation issued by the General Meeting of 15 May This share buyback programme, implemented by the Management Board on 12 May 2009, was the subject of a description that was effectively and fully disclosed, and electronically filed, with the French Financial Market Authority (Autorité des Marchés Financiers, hereinafter AMF ), and that was sent electronically on 15 May 2009 to Hugin Southern Europe s group (a professional distributor registered on the AMF s list). The maximum portion of capital that can be purchased may not exceed 10% of the capital. The maximum purchase price set by the Meeting is 15 (before costs). Total ceiling: 30,000,000 Shares may be purchased to: provide stimulus to the secondary market or boost the liquidity of Assystem shares via an investment company operating under a liquidity contract in accordance with the code of conduct recognised by the AMF, cover employee stock option plans or other employee share allocation plans, free share allotments or the granting of debt instruments with a future equity entitlement, purchase stock for holding and subsequent assignment in exchange or in payment for any external growth operations, reduce the share capital by cancelling shares. In the event of a capital operation, such as the incorporation of reserves, free share allotment or split or reverse split of securities, the prices indicated above will be adjusted accordingly. Taxation of repurchased shares The buyback by the Company of its own shares without subsequent cancellation may have an impact on its taxable earnings if the shares are subsequently sold or transferred at a different price to the purchase price. 2 - GENERAL INFORMATION ABOUT THE CAPITAL BUYBACK BY THE COMPANY OF ITS OWN SHARES Liquidity contract Assystem has been affiliated with ODDO since 1 December 2007 under a liquidity contract established in accordance with the AFEI professional code of conduct endorsed by the AMF. On 31 December 2009, the liquidity account held the following assets: 117,666 securities 1,283, in cash Share buyback programme The Ordinary General Meeting of Assystem of 30 April 2009, in accordance with the provisions of Article L of the Commercial Code, authorised the Company to buy back its own shares for a 27

30 CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL CHANGES IN SHARE CAPITAL SINCE THE COMPANY WAS ESTABLISHED EGM / BOARD NATURE OF THE OPERATION CAPITAL INCREASE (in francs and in euros) SHARE PREMIUM NUMBER OF SHARES ISSUED / CANCELLED CUMULATIVE SHARE CAPITAL (in francs and in euros) 26/04/97 Company established 250,000F 0 2, ,000F (2,500 securities) 29/10/98 Capital increase in cash 3,166,800F 6,333,600F 31,668 3,416,800F (34,168 securities) 29/10/98 Capital increase in cash 3,917,300F 8,332,488F 39,173 7,334,100F (73,341 securities) 29/10/98 Increase in share capital by contribution in kind of HBPS securities 15/12/98 Increase in share capital by contribution in kind of Brime SI securities 26/08/99 Increase in share capital by contribution in kind of Partners Informatique securities 3,099,900F 6,199,800F 30,999 10,434,000F (104,430 securities) 121,300F 242,600F 1,213 10,555,300F (10,555,300 securities) 2,353,700F 37,894,570F 23,537 12,909,000F (129,090 securities) 26/08/99 Increase in share capital by contribution in cash 538,600F 7,461,400F 5,386 13,447,600F (134,476 securities) 26/08/99 Share split multiplication by 25 of the number of shares 22/10/99 Increase in share capital implemented on stock market flotation 31/12/99 Capital increase on exercise of share subscription warrants 11/09/00 Increase in share capital on contribution of securities in New Itaac and Groupe Androne 15/09/00 Capital increase on issue of shares with subscription warrants 31/12/00 Capital increase on exercise of share subscription warrants 29/03/01 Inclusion of share premium in share capital followed by conversion of capital into euros 30/05/01 Increase in share capital by contribution of securities in Audifilm. Logisil and Techniglobe 30/11/01 Increase in share capital by contribution of securities in HTS. Inforchip/Blue Pointand Elite Consulting 31/12/01 Capital increase on exercise of share subscription warrants 26/06/02 Increase in share capital by contribution of securities in Sinc and for acquisition of Techniglobe 30/09/02 Increase in share capital by contributionof securities in Avance. SGC and Groupe SEO 29/11/02 Increase in share capital by contribution of securities in Groupe Conseil OSI and Technicrea 31/12/02 Capital increase on exercise of share subscription warrants ,447,600F 3,370,704F 79,540,188F 842,676 16,818,304F (4,204,576 securities) 20,500F 41,000F 5,125 16,838,804F (4,209,701 securities) 652,572F 52,351,275F 163,143 17,491,376F 2,500,420F 223,022,680F 625,105 19,991,796F 230,300F 460,600F 57,575 20,222,096F 12,938,968F - 12,939,968F - 5,055, ,071 7,193, ,071 5,200, ,892 3,709, ,892 5,312,487 30,000 24,882 30,000 5,342,487 34, , ,031 5,376, ,150 10,500, ,150 5,893, ,877 1,531, ,877 5,999,545 9,125 7, ,125 6,008,670 28

31 CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL EGM / BOARD NATURE OF THE OPERATION 26/06/03 Capital increase to pay price supplements for Sinc. Technicrea and Avance securities 30/06/03 Capital increase following the exercise of share subscription warrants 31/12/03 Capital increase as part of the public exchange offer for Assystem 09/02/04 Capital increase following the absorption of Assystem SA 31/12/04 Capital increase following the exercise of share subscription warrants in /04/05 Capital increase following the exercise of share subscription warrants from 01/01/2005 until 13/04/2005 (before reverse split) 13/06/05 Reduction in capital by the cancellation of 1,109,231 treasury shares 31/12/05 Capital increase following the exercise of share subscription options in 2005 and share subscription warrants since 25/04/2005 (combination) 31/06/2006 Capital increase following the exercise of ASBBS FR share subscription warrants from 01/01 until 31/05/ /09/06 Capital increase following the public exchange offer for ASBBS share subscription warrants 31/12/06 Capital increase following the exercise of share subscription options and share subscription warrants (BSA) 16/08/07 Increase in share capital upon exercise of share subscription options between 1 January and 10 August /12/07 Capital increase after exercise of share subscription options after 15 August /04/08 Increase in share capital upon exercise of share subscription options between 1 January and 14 April /06/08 Increase in share capital upon exercise of share subscription options between 10 June 2008 and 31 July /08/08 Increase in share capital upon exercise of share subscription options between 15 April and 10 June /11/08 Capital reduction following the cancellation of 1,500,000 treasury shares 12/05/09 Capital reduction following the cancellation of 560,152 treasury shares CAPITAL INCREASE (in francs and in euros) SHARE PREMIUM NUMBER OF SHARES ISSUED / CANCELLED CUMULATIVE SHARE CAPITAL (in francs and in euros) 133,006 1,271, ,006 6,141,676 37,625 31,204 37,625 6,179,301 12,288, ,248, ,288,040 18,467,341 1,210,591-1,210,591 19,677, , , ,506 19,794, ,288 1,723, ,288 19,982,726-1,109,231-16,462, ,109,231 18,873, ,647 1,541, ,647 19,024,142 30, , ,604 19,054,746 2,446,367-2,446,367 2,446,367 21,501, ,448 1,431, ,448 21,732,561 87, , ,620 21,820,181 86, , ,270 21,906,451 85, , ,500 21,991,951 48, , ,961 22,040,912 60, , ,615 22,101,527-1,500,000-13,533, ,500,000 20,601, ,152-4,030, ,152 20,041,375 29

32 CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL BREAKDOWN OF SHARE CAPITAL AND VOTING RIGHTS (BALANCE-SHEET DATE FOR THE LAST THREE FINANCIAL YEARS) To the Company s knowledge, the distribution of share capital on the balance-sheet date in the last three financial years was as follows: SHAREHOLDERS SHARES % VOTING RIGHTS % CDC/FSI 3,517, ,517, D. LOUIS/HDL Group 5,496, ,459, D. LOUIS 485, , HDL SAS 3,438, ,198, EEC SAS 8, , CEFID SAS 1,020, ,020, H2DA SARL 542, , Management Board (excl. Mr. Louis) 187, , Supervisory Board 405, , Employees FCP 237, , Public shareholders 9,640, ,027, Treasury shares 557, TOTAL 20,041, ,096, SHAREHOLDERS SHARES % VOTING RIGHTS % CDC 3,517, ,517, D. LOUIS/HDL Group 5,491, ,445, D. Louis 485, , HDL SAS 3,438, ,198, EEC SAS 3, ,900 0 CEFID SAS 1,020, ,020, H2DA SARL 542, , Management Board (excl. Mr. Louis) 202, , Supervisory Board 405, , Employee FCP 231, , Public shareholders 9,984, ,284, Treasury shares 769, TOTAL 20,601, ,349, /12/ /12/2008 SHAREHOLDERS SHARES % VOTING RIGHTS % Caisse des Dépôts et Consignation (CDC) 3,517, ,517, D. LOUIS/HDL Group 5,491, ,140, D. Louis 485, , HDL SAS 3,438, ,885, EEC SAS 3, ,900 0 CEFID SAS 1,020, ,020, H2DA SARL 542, , Management Board (excl. Mr. Louis) 154, , Supervisory Board 270, , Employee FCP 218, , Public shareholders 10,836, ,635, Treasury shares 1,419, TOTAL 21,906, ,196, /12/

33 CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL DIVIDENDS Time limits Any dividends not claimed within five years of the distribution date revert to the State (Article 2277 of the French Civil Code (Code Civil)). The General Meeting of 30 April 2009 set a dividend of 0.50 attributable to each share forming the share capital, excluding treasury shares. At the next General Meeting on 5 May 2010, a dividend of 0.25 per share shall be proposed SHARE PRICE FLUCTUATIONS 1) Source: Euronext. This document is supplied for information only and in no way releases the Company from its legal obligations. Code: FR : Assystem From 01/01/2009 to 28/02/2010 ACTIVITY HIGHEST DATE OF LOWEST DATE OF AVERAGE NUMBER CAPITAL NUMBER MONTH PRICE HIGHEST PRICE LOWEST PRICE OF SECURITIES VALUE OF DAYS PRICE PRICE PROCESSED PROCESSED OF TRADING January /01/ /01/ ,359 1,390, February /02/ /02/ ,321 1,015, March /03/ /03/ ,187 1,375, April /04/ /04/ ,594 1,905, May /05/ /05/ ,559 3,620, June /06/ /06/ ,469 4,086, July /07/ /07/ ,201 4,631, August /08/ /08/ ,124 2,785, Sept /09/ /09/ ,199 3,323, Oct /10/ /10/ ,485 5,457, Nov /11/ /11/ ,535 2,285, Dec /12/ /12/ ,577 1,633, January /01/ /01/ ,700 3,851, February /02/ /02/ ,074 4,630, HOLDING COMMITMENT ASSUMED BY CERTAIN SHAREHOLDERS Not applicable. There are no arrangements that might delay, postpone or prevent a change in control of the issuer. 31

34 CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL SHARE PLEDGE BY THE COMPANY AND ITS SUBSIDIARIES (31/12/2009) NAME OF BENEFICIARY EFFECTIVE PLEDGE CONDITIONS NUMBER % OF DIRECTLY PLEDGE EXPIRY FOR LIFTING OF THE ISSUER S THE ISSUER S REGISTERED COMMENCEMENT DATE PLEDGE SHARES PLEDGED CAPITAL SHAREHOLDER DATE PLEDGE D. LOUIS Swiss Life BP 02/04/09 30/04/10 Partial repayment of borrowing 190, La Cie /06/09 11/06/10 Repayment of overdraft 135, HDL SAS Swiss Life BP 09/12/09 30/11/10 Repayment of borrowing 1,045, BNP PARIBAS 2005 ND Repayment of overdraft 160, BNP PARIBAS 22/06/07 22/06/11 Repayment of loan by CEFID 650, H2DA SARL HDL SAS 26/07/05 25/07/11 Repayment of borrowing 457, CEFID SAS BNP PARIBAS 22/06/07 22/06/11 Repayment of loan 1,020, Non-material pledges (representing less than 0.5% of the issuer s capital) and those expiring prior to the publication date of this document do not appear in the table SHAREHOLDERS AGREEMENTS Not applicable NON-ISSUED SHARE CAPITAL Not applicable Delegation of responsibilities and authorisation to the Management Board for capital increases or reductions By virtue of various resolutions adopted by the Combined General Meeting of 30 April 2009 and the General Meeting of 22 May 2007 in their extraordinary capacity, the Management Board has received the following authorisations: DELEGATION OF RESPONSIBILITIES/ MAXIMUM CAPITAL/REDUCTION TERM EGM AT WHICH AUTHORISATIONS INCREASE / RESOLUTION ADOPTED Cancellation of shares acquired under share Maximum reduction 26 months 30/04/2009 buyback programmes 2,060,152 (30/06/2011) (15 th resolution) Issue of OBSAAR keeping the preferential subscription rights 5,000, months 30/04/2009 increase (30/06/2011) (16 th resolution) Issue of equity securities and/or securities giving access 5,500, months 15/05/2008 to the share capital with cancellation increase (>14/07/2010) (10 th & 11 th resolution) of the preferential subscription rights (amount of debt securities less than 60,000,000) Issue of securities giving access to the share capital 8,000, months 15/05/2008 keeping the preferential subscription right. increase (>14/07/2010) (10 th & 11 th resolution) Incorporation of reserves, profits and share, 20 million share 26 months 30/04/2009 merger or contribution premiums capital increase (> 30/06/2011) (18 th resolution) Share issue reserved for members of a company savings plan 5% increase of nominal amount 26 months 30/04/2009 of share capital on date (> 30/06/2011) (19 th resolution) when authorisation was used Free allotment of existing or future shares 2% increase of nominal amount 38 months 15/05/2008 (former legal and tax regime) of share capital on date when (> 14/07/2011) (15 th resolution) authorisation was used These authorisations renewed on 30 April 2009 cancel and replace all previous delegated responsibilities/authorisation of a similar nature. 32

35 CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL Use by the Management Board of the delegations of responsibilities granted by General Meetings of Shareholders: At its meeting of 12 May 2009, the Management Board decided to cancel 560,152 treasury shares and to reduce the share capital by 560,152 to 20,041, Share subscription warrants At 31 December 2009, the following share subscription warrants had been issued by the company: Trading market: euronext Paris. WARRANT ISIN ISSUE WARRANT STRIKE STRIKE BALANCE AT CODE DATE EXPIRY DATE RATIO PRICE 31/12/2009 ASSBR (BSAR 2013) (1) FR /09/ /07/ redeemable ,892,734 share subscription warrant = 1 share ASBBR (BSAR 2012) FR /04/ /03/ redeemable ,937 share subscription warrant = 1.13 share (BSAR 2015) (2) FR /07/ /07/ redeemable ,250,000 1 st listing 12/7/2010 (exercisable share subscription inaccessible before from 12/07/2010 warrant = 1 share this date to 09/07/2015) (1) The 4,892, redeemable share subscription warrants were created following a public exchange offer initiated by Assystem during the period 18 July to 5 September 2006 involving the 2012 redeemable share subscription warrants, based on a ratio of two (2) 2013 redeemable share subscription warrants and one (1) new Assystem share for every two (2) 2012 redeemable share subscription warrants contributed. 2,446,367 Assystem shares were created, taking the share capital from 19,054,746 to 21,501,113. The strike ratio of 2012 redeemable share subscription warrants unexercised and still in circulation and 2007 redeemable share subscription warrants was automatically adjusted as follows: 1.13 shares for every 2012 redeemable share subscription warrant (ASBBS) exercised at shares for every 2007 redeemable share subscription warrant (BRTBS) exercised at (2) The 3,250, redeemable share subscription warrants were created following the issue by Assystem between 24 and 30 June 2008 of a loan with a nominal amount of 65,000,000 represented by 130,000 bonds with subscription and/or acquisition warrants, to which said warrants were attached (please see the prospectus approved by the AMF under number on 13 June 2008) Share subscription options See report on share subscription options on pp. 71 et seq. of this Document and note 28 to the consolidated financial statements Free share allotments Please see the report of the Management Board on free share allotments in 2009 by virtue of the authorisation adopted by the Extraordinary General Meeting of 15 May 2008 (prior to the reform of October 2008) in its resolution (page 70 and following of the present Document and note 28 attached to the consolidated financial statements). 33

36 CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL 3 - FEES OF STATUTORY AUDITORS AND AFFILIATED MEMBERS COVERED BY THE GROUP In thousands of euros DELOITTE ET ASSOCIÉS KPMG ACE AMOUNT EX-VAT % AMOUNT EX-VAT % AMOUNT EX-VAT % AUDITING Statutory audits, certification and examination of corporate and consolidated financial statements Issuer n/a 38 n/a Fully-consolidated subsidiaries n/a 59 n/a Other responsibilities and services directly linked with statutory audits Issuer n/a - n/a Fully-consolidated subsidiaries n/a 1 n/a Subtotal OTHER SERVICES PROVIDED BY NETWORKS TO FULLY-CONSOLIDATED SUBSIDIARIES Legal, tax, social Other n/a 2 n/a (to be specified if > 10% of auditing fees) n/a - n/a Subtotal TOTAL n/a 100 n/a

37 CHAPTER 2 2 GOVERNANCE Assystem is a public limited company with a Management Board and a Supervisory Board. This form allows it to separate its management and control functions effectively. The management at Assystem attaches enormous importance to the efficiency of its major decision-making processes and to the flow of information within the Group, with this permanent concern applying particularly in view of its highly decentralised operating structure. 1 - SUPERVISORY BOARD The Supervisory Board, in accordance with the Articles of Association and its rules of procedure, meets as often as the Company s interests require it, and no fewer than four times a year. So that it may fulfil its role properly, it is regularly and fully informed about matters submitted to it prior to its meetings, covering all business on the agenda and specifically the management of the Company during that quarter. The Supervisory Board currently consists of nine members with different backgrounds, of which 7 (seven) meet the specific independence conditions set out in the corporate governance code for listed companies published by the AFEP-MEDEF. The criteria were analysed, for each of the members, by the Appointments and Remuneration Committee in November The members are appointed for renewable terms of office of 3 (three) years. Michel Combes chairs the Supervisory Board, Jean-Pierre Desgeorges is the vice-president, and the other members of the board are: Pierre Guénant, Gilbert Lehmann, Rémy Chardon, Stanislas Chapron, Armand Carlier and Jean-Pascal Tranié. The Strategic Investment Fund (FSI) is represented by Bertrand Finet. Over the past financial year, the Supervisory Board met six times. On each occasion, it was sent the relevant preparatory documents. The overall meeting attendance rate was 70%. Over the past year, the Board handled the following subjects: all recurring subjects, such as interim and annual financial statements, quarterly revenue, off-balance sheet commitments, earnings and trading forecasts, the compensation of managers and the renewal or approval of regulated agreements, certain other more specific matters, regulated agreements, changes to appointments within the Management Board, acquisition plans and sales of assets or companies, the Group s strategic development. The Board has its own rules of procedure, which mainly describe its operating regulations. In this respect, the Supervisory Board has decided to deal directly with subjects relating to the Group s strategic focus and has set up two Committees of its own, these being the Audit Committee and the Remuneration and Nominations Committee. Each committee has its own rules of procedure THE AUDIT COMMITTEE (ACCOUNTS COMMITTEE) On 31 December 2009, it was composed of Jean-Pascal Tranié (President), Armand Carlier, Pierre Guénant and Gilbert Lehmann, and Bertrand Finet represented the Strategic Investment Fund (appointed 4 November 2009); all comply with the independence criteria as mentioned in paragraph 1. The Audit Committee s role is to assist the Supervisory Board in fulfilling its financial and audit duties and responsibilities. Accordingly, its tasks include: examining the interim and annual corporate and consolidated financial statements, management reports and activity and earnings statements, verifying compliance with the accounting standards adopted for the preparation of the corporate and consolidated financial statements, ensuring that the internal procedures for the collection and verification of information are properly applied, inspecting the quality and relevance of the information disclosed to shareholders, examining the Company s auditor selection process, and particularly the choice and remuneration of auditors, so that the necessary observations can be made, studying the respective action plans of the statutory and internal auditors each year and examining the internal audit reports for the previous year and the activity programme for the current year, examining the Board of Director s report each year on the Group s risk exposure, particularly to financial and litigation risks, and significant off-balance sheet commitments. The Audit Committee met six times in 2009 with a 92% attendance rate. The following points were specifically examined: changes to cash-flow, analysis of risks and the corresponding provisions, examination of the draft report from the President of the Supervisory Board on the work of the Board and on the procedures for internal audit, examination of all draft press releases and documents for presentation to the SFAF, estimation of the first consequences of the economic crisis that became apparent at the beginning of 2009 the action plans implemented, presentation of the Group s measures to improve internal control pursuant to the French Financial Security Act (Loi de sécurité Financière), the state of progress of the internal audit plan and work on the internal audit during

38 CHAPTER 2 GOVERNANCE REMUNERATION AND NOMINATIONS COMMITTEE As at 31 December 2009, the Committee was composed of Jean-Pierre Desgeorges, as President, Stanislas Chapron and Rémy Chardon, with the last two complying with the independence criteria for members of the Supervisory Board as mentioned in section 1. The Remuneration Committee met five times in The attendance rate was 93%. The Committee is responsible for submitting proposals to the Supervisory Board relating to the appointment of members of the Supervisory Board, members of the Management Board, the President of the Management Board, general management and members of the Audit Committee. It is also informed of appointments of other Group senior officers by the President of the Supervisory Board. Furthermore, the Committee makes recommendations to the Supervisory Board concerning the amount of directors emoluments to be submitted for the approval of the General Meeting and how these should be distributed between members of the Supervisory Board. In addition, the Committee may submit proposals to the Supervisory Board concerning the remuneration of some of the company s officers and may, at the request of the President of the Supervisory Board, express an opinion on the methods used to calculate the remuneration of Company directors. Mandates and functions carried out by members of the Supervisory Board of Assystem as at 31 December Michel COMBES Offices and posts held in France Company Appointment date Expiry of term of office Appointment in effect Member of the Supervisory Board Assystem SA OGM 30/04/2009 (renewal) OGM 2011 FS Yes President of the Supervisory Board Assystem SA SBM of 30/04/2009 OGM 2011 FS Yes Functions and mandates carried out abroad Company Managing Director Europe Vodafone (United Kingdom) Octobre 2008 Yes Armand CARLIER Offices and posts held in France Company Appointment date Expiry of term of office Appointment in effect Permanent representative of the private limited company (SARL) Amaryllis Conseil & Investissement. Member of the Supervisory Board Assystem SA SBM 22/10/2004 (co-opted) OGM 22/05/2007 (renewal) OGM 2009 FS President Alkan SAS 15/05/07 OGM 2009 FS Yes President of the Management Board ACMF SAS 15/05/07 OGM 2009 FS Yes Yes Functions and mandates carried out abroad Not applicable. Company 36

39 CHAPTER 2 GOVERNANCE Stanislas CHAPRON Offices and posts held in France Company Appointment date Expiry of term of office Appointment in effect Member of the Supervisory Board Member of the Management Board and President Functions and mandates carried out abroad Not applicable Assystem SA OGM 22/05/2007 (renewal) OGM 2009 FS Marsh SA SBM 18/05/2006 OGM 2009 FS Yes Company Yes Remy CHARDON Offices and posts held in France Company Appointment date Expiry of term of office Appointment in effect Member of the Supervisory Board Member of the Board of Directors Functions and mandates carried out abroad Not applicable Assystem SA MI 29 (finance company) Company OGM 15/5/2008 (renewal) OGM 2010 FS 2001 OGM 2011 FS Yes Yes Jean-Pierre DESGEORGES Offices and posts held in France Company Appointment date Expiry of term of office Appointment in effect Member of the Supervisory Board Assystem SA OGM 30/04/2009 (renewal) OGM 2011 FS Yes Deputy President of the Supervisory Board Assystem SA SBM 30/04/2009 OGM 2011 FS Yes Functions and mandates carried out abroad Not applicable Company Bertrand FINET Offices and posts held in France Company Appointment date Expiry of term of office Appointment in effect Permanent representative of the Strategic Investment Fund. member of the Supervisory Board Assystem SA SBM of 04/11/2009 (co-option succession of the CDC) OGM 2011 FS Member of the Audit Committee Assystem SA SBM 04/11/2009 OGM 2011 FS Yes President of the Supervisory Board Business Consolidation Fund Yes (FCDE) Member of Advisory Committee CDC Capital Investissement Yes Yes Functions and mandates carried out abroad Not applicable Company 37

40 CHAPTER 2 GOVERNANCE Pierre GUÉNANT Offices and posts held in France Company Appointment date Expiry of term of office Appointment in effect Member of the Supervisory Board Assystem SA OGM 22/05/2007 (renewal) OGM 2009 FS Yes President of the Supervisory Board PGA SA 30/06/04 OGM 2007 FS Yes Joint manager PGA Holding SARL 31/08/99 Open-ended Yes Manager PGA Invest SARL 23/09/99 Open-ended Yes Manager PGA Domaines S.C 21/11/03 Open-ended Yes SARL Member of the Supervisory Board Calcitrop SA 03/12/02 09/11/06 Yes Member of the Supervisory Board Icare Assurance SA May 2005 May 2010 Yes Member of the Supervisory Board Icare SA May 2005 May 2010 Yes Permanent representative of PGA Holding. Manager President Managing Director Château Beaulieu SCEA Napoléon Automobiles SAS Alain Guénant et Cie SA 25/11/02 Open-ended Yes 15/06/04 OGM 2009 FS Yes 13/07/06 Yes Manager Les Rodettes SCI 08/12/03 Yes Manager Raison Saint Jean SCI 23/10/89 Open-ended Yes Functions and mandates carried out abroad Not applicable Company Gilbert LEHMANN Offices and posts held in France Company Appointment date Expiry of term of office Appointment in effect Member of the Supervisory Board and Member of the Audit Committee Member and Deputy President of the Board of Directors Member of the Audit Committee Functions and mandates carried out abroad Assystem SA OGM 30/04/2009 OGM 2011 FS Yes (renewal) Eramet OGM 21/04/2007 OGM 2012 FS Yes Company Member and Deputy President of the Board of Directors STMicroelectronic Holding N.V. (Netherlands). December 2006 Yes Jean-Pascal TRANIÉ Offices and posts held in France Company Appointment date Expiry of term of office Appointment in effect Member of the Supervisory Board Assystem SA OGM 30/04/2009 (renewal) OGM 2011 FS Yes President of the Management Board Aloe Private Equity SA March 2004 Yes Member of the Board of Directors CS Communication & Systèmes SA 2004 Yes Chief Executive Valorca SAS Yes Functions and mandates carried out abroad Not applicable Company 38

41 CHAPTER 2 GOVERNANCE Mandates and functions carried out by members of the Supervisory Board of Assystem during the last 5 financial years outside the Group Michel COMBES Offices and posts held in France* Company In effect Executive Director Financial Balance and Value Creation France Télécom Group (office held until 31/12/2005) No President of the Board of Directors Pages Jaunes (office held until 30/01/2006) No Member of the Board of Directors Eurotunnel No Member of the Board of Directors Protravel No Member of the Board of Directors Fortuneo No Member of the Board of Directors Procapital No - member of SB Member of the Board of Directors Sonaecom No President and Chief Executive TDF No Member of the Board of Directors Europacorp No President of the Board of Directors Carlson WagonLit France No Member of the Supervisory Board Altamir No Functions and mandates carried out abroad Company In effect Member of the Board of Directors Liberty TV (Belgium) No Member of the Board of Directors Weather (Italy) No * Other than those mentioned on page 36. Armand CARLIER Offices and posts held in France Company In effect President of the Management Board Astrium SAS No President of the Management Board Matra-Automobile S.A. No President of the Management Board ACMF (Aérostructures Civiles et Militaires de France) SAS Yes President Alkan SAS Yes Functions and mandates carried out abroad Company In effect Vorstandsitzender Astrium Gmbh No Non-executive member of the Board Astrium UK No Stanislas CHAPRON Offices and posts held in France Company In effect Member of the Management Board and President of the Management Board Marsh SA Yes Chief Executive Marsh SA No President and Chief Executive Marsh Finances SA No Member of the Board of Directors Marsh Finances SA No Functions and mandates carried out abroad Company In effect Not applicable 39

42 CHAPTER 2 GOVERNANCE Rémy CHARDON Offices and posts held in France Company In effect President and Chief Executive Autoroutes Paris-Rhin-Rhône No Permanent representative of the ERAP. Director Areva No Member of the Board of Directors MI 29 (finance company) Yes Member of the Board of Directors Autoroutes Rhone Alpes (AREA) No Functions and mandates carried out abroad Company In effect Not applicable Pierre GUÉNANT Offices and posts held in France* Company In effect President of the Management Board PGA SA No - Pdt of SB President and Chief Executive PGA Motors No President of the Board of Directors Cofora 2 SA No President of the Board of Directors and Managing Director Grands Garages du Cher SA Permanent representative of PGA Holding. Manager SCEA CHÂTEAU BEAULIEU Yes Permanent representative of PGA Holding. Manager SCEA DOMAINE ROBERT No Manager SCI IG 39 No President JAVEL Motors SAS No Member of the Board of Directors Savoie Automobiles Diffusion SA No Member of the Board of Directors COFORA No President and Chief Executive JAVEL Motors No President and Chief Executive CHOLET Automobiles No Member of the Supervisory Board SADAL SA No President and Chief Executive POITOU AUTOS SERVICES SA No Member of the Board of Directors P.G.A.T.P No Member of the Board of Directors JFLD Production No Member of the Supervisory Board Icare Service SA No Member of the Board of Directors Brunet SA No Functions and mandates carried out abroad Company In effect Not applicable * Other than those mentioned on page 38. No Gilbert LEHMANN Offices and posts held in France* Company In effect Member of the Board of Directors Framapar No Member of the Board of Directors CNS No Functions and mandates carried out abroad Company In effect Member of the Board of Directors ST MicroElectronics Holding BV Yes Member of the Board of Directors SEPI - Suisse No * Other than those mentioned on page

43 CHAPTER 2 GOVERNANCE Jean-Pierre DESGEORGES Offices and posts held in France Company In effect President of the Supervisory Board KBL France SAS No President of the Supervisory Board Global Financial Services (GFS) No Honorary President Fédération des Industries électriques et électroniques et No de la Communication (FIEEC) Member of the Supervisory Board KBL France Conseil & Gestion (filiale consolidée de KBL No France) Member of the Board of Directors Kempf SA (consolidated subsidiary of KBL France) No Member of the Board of Directors Fédération des Industries Mécaniques Yes Member of the Board of Directors Air Liquide Welding No Member of the Board of Directors Electricité et Eaux de Madagascar No Member of the Board of Directors Europe Egide Finance (consolidated subsidiary of KBL France) No Functions and mandates carried out abroad Company In effect Not applicable Jean-Pascal TRANIÉ Offices and posts held in France Company In effect President of the Management Board Aloe Private Equity SA Yes Member of the Board of Directors Compagnie des Signaux SA Member of the Board of Directors Ademus SA Functions and mandates carried out abroad Company In effect Not applicable 41

44 CHAPTER 2 GOVERNANCE 2 - MANAGEMENT BOARD The Management Board currently consists of six members. Dominique Louis is President and represents the Company vis-à-vis third parties. Martine Griffon-Fouco, Stéphane Aubarbier, David Bradley (of British nationality, thus taking into account the Group s international dimension), Gérard Brescon and Gilbert Vidal combine the operational and functional expertise that is necessary to the Group s development. The Management Board, as a collegiate body of the Company, meets as often as the Company s interests require. The President has the deciding vote. The Management Board is vested with the utmost authority to act on the Company s behalf vis-à-vis third parties in any situation. Only the President of the Management Board has the authority to bind the Company in relation to third parties. Mandates and functions carried out by members of the Management Board (31 December 2009) Dominique LOUIS Offices and posts held in France Company Appointment date Expiry of term of office Member of the Management Board. President Assystem SA SBM 18/01/2010 (renewal) 22/01/13 President HDL SAS 30/06/2003 (1 st appointment indeterminate 24/12/92) President Entreprises en Croissance SA 30/06/03 indeterminate President CEFID SAS 24/03/03 indeterminate Joint manager - Member of the Management Board H2DA SARL 30/06/2005 (Articles of OGM 2009 FS Association) Manager SCI Les Grives Comtadines 13/12/00 indeterminate Functions and mandates carried out abroad Member of the Board of Directors Samuel Créations SA (Switzerland) 1997 Stéphane AUBARBIER Offices and posts held in France Company Appointment date Expiry of term of office Member of the Management Board Assystem SA 18/01/2010 (renewal) 22/01/13 Joint manager - Member of the Management Board H2DA Sarl 30/06/2005 (Articles of OGM 2009 FS Association) Manager JEMS Sci Functions and mandates carried out abroad Member of the Board of Directors Member of the Board of Directors Assystem UK Ltd (GB) Assystem Polska (Poland) Gérard BRESCON Offices and posts held in France Company Appointment date Expiry of term of office Member of the Management Board Assystem SA 18/01/2010 (renewal) 22/01/13 Joint manager - Member of the Management Board H2DA Sarl 30/06/2005 (Articles of OGM 2009 FS Association) President Assystem France SAS 30/06/05 indeterminate Functions and mandates carried out abroad Director and President Assystem Italia 13/07/09 indeterminate 42

45 CHAPTER 2 GOVERNANCE David BRADLEY Offices and posts held in France Company Appointment date Expiry of term of office Member of the Management Board Assystem SA SBM 18/01/2010 (renewal) 22/01/13 Functions and mandates carried out abroad Managing Director Assystem Group UK Ltd (Holding) Assystem UK Ltd Inbis (Isle of Man) Limited Managing Director Managing Director Geschäftsführer Assystem Deutschland GmbH 21/01/09 indeterminate Member of the Board of Directors Silver Atena Limited (holding) 22/07/09 indeterminate Member of the Board of Directors ASSYSTEM Engineering 06/02/07 Consulting (Shanghai) Co Ltd Managing Director ASSSYSTEM Italia 14/07/09 Gilbert VIDAL Offices and posts held in France Company Appointment date Expiry of term of office Member of the Management Board Assystem SA 18/01/2010 (renewal) 22/01/13 Chief Financial Officer Assystem Group President Assystem Innovation SAS Partner decision 04/12/2006 indeterminate President Silver Atena France SAS Partner decision 02/12/2008 indeterminate Functions and mandates carried out abroad Member of the Board of Directors Assystem Engineering Consulting (Shanghai) Member of the Board of Directors Silver Atena Ltd 2008 indeterminate Member of the Board of Directors Specialist Services Ltd. 15/12/08 Member of the Board of Directors Assystem Group UK Ltd. Member of the Board of Directors Assystem Italia Manager Assystem Belgium Martine GRIFFON-FOUCO Offices and posts held in France Company Appointment date Expiry of term of office Member of the Management Board Assystem SA 18/01/2010 (renewal) 22/01/13 President Anafi SAS 30/03/09 Manager Anafi Plus SARL 30/03/09 Director and President NRE Assystem Technologies et 12/12/06 Services SAS Permanent representative of Assystem Facilities ASG SA 01/02/09 Functions and mandates carried out abroad Not applicable 43

46 CHAPTER 2 GOVERNANCE Mandates and functions carried out by members of the Management Board during the last 5 financial years (since 1 January 2005) outside the Group Dominique LOUIS Offices and posts held in France Compagny Term of office current on 31/12/2009 President HDL SAS Yes President Entreprises en Croissance (EEC) SA Yes President CEFID SAS Yes President of the Management Board H2DA SARL Yes Permanent representative of EEC. Director Léonardo Finance SA No Manager SCI Les Grives Comtadines Yes Functions and mandates carried out abroad Member of the Board of Directors Samuel Créations (Switzerland) Yes Stéphane AUBARBIER Offices and posts held in France Compagny Term of office current on 31/12/2009 Joint manager - Member of the Management Board H2DA Sarl Yes Manager JEMS Sci Yes Functions and mandates carried out abroad Not applicable Gérard BRESCON Offices and posts held in France Compagny Term of office current on 31/12/2009 Joint manager - Member of the Management Board H2DA Sarl Yes Functions and mandates carried out abroad Not applicable David BRADLEY Offices and posts held in France Compagny Term of office current on 31/12/2009 Not applicable Functions and mandates carried out abroad Not applicable 44

47 CHAPTER 2 GOVERNANCE Gilbert VIDAL Offices and posts held in France Compagny Term of office current on 31/12/2009 President Fracere No Member of the Board of Directors Melox No Member of the Board of Directors FCI No Member of the Board of Directors Framapar No Member of the Board of Directors Areva Insurance & Reinsurance No Functions and mandates carried out abroad President + Director TDI (Switzerland) No Martine GRIFFON-FOUCO Offices and posts held in France Compagny Term of office current on 31/12/2009 Director and President Alphatest Yes Functions and mandates carried out abroad Not applicable 3 - INSIDER TRADING AND MARKET CODE OF CONDUCT Members of the Supervisory Board and the Management Board, in accordance with the recommendations set out in the General Regulations (Règlement Général) of the AMF, are required to disclose trading in company securities and to refrain from trading any Assystem securities they hold personally during the periods referred to in the regulations. The practical application of these rules is described in the internal market code of conduct. Each corporate officer has declared in writing that (s)he has read this code of conduct. The Company also informs them each year of the dates on which it intends to publish quarterly or half-yearly information. This procedure has been applied for the principal Group staff who have access to confidential information, whether considered insiders on a permanent or occasional basis. This procedure has been extended to third parties acting on an ongoing or occasional basis at the Company such as bankers, lawyers and consultants. 4 - CONFLICTS OF INTEREST To the Company s knowledge, members of the Supervisory Board and senior officers of the Company do not have any potential conflicts of interest between their duties towards the Company and their private interests and/or obligations. Furthermore, to Assystem s knowledge, none of its corporate officers: has been convicted for fraud in the last five years, has been associated with a bankruptcy, receivership or liquidation in at least the previous five years, has been publicly and officially incriminated and/ or sanctioned by statutory or regulatory authorities (including professional bodies), has been disqualified by a court from acting as a member of an administrative, management or supervisory body of an issuer or from taking part in the management or conduct of the business of any issuer for at least the previous five years. In this respect, in July 2004, Assystem compiled a list of company insiders in accordance with the provisions of Article L of the French Monetary and Financial Code (Code monétaire et financier), which it regularly updates. 45

48 CHAPTER 2 GOVERNANCE 5 - REMUNERATION AND BENEFITS IN KIND GRANTED BY THE COMPANY AND ITS AFFILIATES DURING THE 2009 FINANCIAL YEAR TO MEMBERS OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES IN OFFICE REMUNERATION OF MEMBERS OF THE SUPERVISORY BOARD The amount of attendance fees and remuneration paid to members of the Supervisory Board for the 2009 financial year stood at 271,420, of which 189,750 consisted of attendance fees. With the exception of Mr Jean-Pierre Desgeorges, no member of the Supervisory Board received remuneration other than attendance fees. For the attendance fees, the Supervisory Board has converted the weighting of responsibilities method, in use since 2004, into a lasting arrangement and has decided to pay the emoluments in a single payment on 1 November of each year for the period concerned, on a pro rata basis. For the 2009 payment, as for previous years, the non-attendance by each member was taken into account based on a calculation method adopted by the Remuneration and Appointments Committee. The remuneration paid in 2008 and 2009, for the 2008 and 2009 financial years, is given in the following table: In euros MEMBER OF THE SUPERVISORY BOARD TITLE AMOUNTS PAID IN 2008 AMOUNTS PAID IN 2009 Michel COMBES President 55,759 33,000 Jean-Pierre DESGEORGES Deputy President of the Supervisory Board and President of the Remuneration Committee - Directors attendance fees 37,173 41,000 - Other remuneration (1) 97,539 81,670 Jean-Pascal TRANIÉ President of the Audit Committee 29,714 22,080 Armand CARLIER Member of the Supervisory and Audit Board 23,233 25,770 Rémy CHARDON Member of the Supervisory Board 18,586 20,650 Stanislas CHAPRON Member of the Supervisory Board 18,586 11,100 Pierre GUÉNANT Member of the Supervisory and Audit Board 17,714 10,400 Gilbert LEHMANN Member of the Supervisory Board 23,233 25,750 Caisse Dépôts Consignations Member of the Supervisory and Audit Board 0 0 TOTAL 321, ,670 including Directors attendance fees 223, ,750 including Other Remuneration 97,539 81,670 (1) In relation to the duties entrusted to Mr Jean-Pierre Desgeorges by the Supervisory Board: representation of the Supervisory Board and international lobbying (particularly in China) in the area of transport and energy, Assystem paid a total amount of 97,539 in 2008 and 81,670 in 2009 (see the special report of the statutory auditors in the Reference Document). 46

49 CHAPTER 2 GOVERNANCE REMUNERATION OF MEMBERS OF THE MANAGEMENT BOARD The Supervisory Board decides the conditions of remuneration of members of the Management Board based on the recommendations of the Remuneration and Appointments Committee to this body. Appointed since 22 January 2004: M. Dominique Louis, M. Gérard Brescon, Appointed since 29 March 2005: M. Stéphane Aubarbier Appointed since 21 December 2006: M. Gilbert Vidal Appointed since 13 December 2007: M. David Bradley Appointed since 4 November 2009: Ms Martine Griffon-Fouco The meeting of the Supervisory Board on 4 November 2009 confirmed the resignation of Mr Jean-François Lours. This resignation was effective on 28 December Remuneration of Mr Dominique Louis President of the Management Board Mr Dominique Louis appointment as President of the Management Board is not remunerated as such by Assystem SA. A regulated agreement, signed between Assystem and HDL SAS on 22 January 2004 and renewed for 2009, defines the management and strategic-direction services supplied by HDL SAS to Assystem, part of which are subcontracted by HDL SAS to its subsidiary H2DA. The services provided between HDL SAS / H2DA and Assystem stem from commercial relations covered by a regulated agreement that is the subject of a special report by the Statutory Auditors. In 2009, the fees received by HDL SAS under this service-provision agreement, less the part subcontracted to H2DA (as detailed below) stood at 520,000 (corresponding to the fixed part for 2009, as there was no variable part for this financial year). The variable part paid in 2009 for the 2008 financial year stood at 1,190,000. In his capacity as President of HDL, Mr Dominique Louis received gross remuneration of 150,000 from HDL SAS, identical to Dominique LOUIS AMOUNTS AMOUNTS PRESIDENT OF THE MANAGEMENT BOARD FOR 2008 FINANCIAL YEAR FOR 2009 FINANCIAL YEAR OWED PAID OWED PAID Fixed remuneration (1) 150, , , ,000 Variable remuneration Not applicable Not applicable Not applicable Not applicable Exeptional remuneration Not applicable Not applicable Not applicable Not applicable Directors attendance fees Not applicable Not applicable Not applicable Not applicable Benefits in kind (car) Not applicable Not applicable Not applicable Not applicable (1) Remuneration paid by HDL SAS in respect of the amount due to the President of HDL SAS. No options or performance shares were assigned for 2008 or In euros Remuneration of other members of the Management Board during 2009 and the last three financial years Controlling directors belonging to the Management Board of H2DA In 2009, and since 1 October 2005, Messrs Aubarbier, Brescon and Lours have been paid by H2DA, acting as a subcontractor for HDL SAS under the above-mentioned agreement. Under this agreement, the non-salaried controlling directors of H2DA are assigned to the Management Board of Assystem SA to fulfil the posts therein. These appointments are not remunerated directly by Assystem (except for the provision of a company car, mobile phone and payment card for board-related expenses). Although no controlling relationship exists between Assystem and HDL SAS or H2DA, to promote transparency towards shareholders in Assystem, even though the services come under a commercial agreement (mentioned above), some details of the remuneration paid by H2DA to its Management Board in 2009 are given below, according to the AFEP- MEDEF table models. The members of the Management Board, the controlling directors of H2DA, receive repayment from Assystem for the expenses incurred pursuant to their corporate duties. 47

50 CHAPTER 2 GOVERNANCE Jean-François LOURS AMOUNTS AMOUNTS MEMBER OF THE MANAGEMENT BOARD until 28/12/2009 FOR 2008 FINANCIAL YEAR FOR 2009 FINANCIAL YEAR CONTROLLING DIRECTOR H2DA OWED PAID OWED PAID Fixed portion 222, , , ,970 Variable remuneration 275, , ,000 (before charges for controlling directorship) (to be paid in 2009) (for 2007) (for 2008) Exeptional remuneration Not applicable Not applicable 393,000* Not applicable Directors attendance fees Not applicable Not applicable Not applicable Not applicable Benefits in kind (car) Not applicable Not applicable Not applicable Not applicable TOTAL 497, , , ,970 Bonus share issue - (valued but Not applicable Not applicable not issued) 250,000 * In the light of his functions as a member of the Executive Board comming to an end on 28/12/2009,Jean-François Lours received an exeptionnal indemnity of 393,000, assumed by Assystem (in line with amendment N 9 of the agreement and included in the billing of 600,000 the said amendment). In euros Gérard BRESCON AMOUNTS AMOUNTS MEMBER OF THE MANAGEMENT BOARD FOR 2008 FINANCIAL YEAR FOR 2009 FINANCIAL YEAR OWED PAID OWED PAID Fixed portion 221, , , ,089 Variable remuneration 275, , ,000 (before charges for controlling directorship) (to be paid in 2009) (for 2007) (for 2008) Exeptional remuneration Not applicable Not applicable Not applicable Not applicable Directors attendance fees Not applicable Not applicable Not applicable Not applicable Benefits in kind (car) Not applicable Not applicable Not applicable Not applicable TOTAL 496, , , ,089 Bonus share issue - (valued but Not applicable (valued but not issued) not issued) 250, ,550 In euros Stéphane AUBARBIER AMOUNTS AMOUNTS MEMBER OF THE MANAGEMENT BOARD FOR 2008 FINANCIAL YEAR FOR 2009 FINANCIAL YEAR OWED PAID OWED PAID Fixed portion 210, , , ,820 Variable remuneration 275, , ,000 (before charges for controlling directorship) (to be paid in 2009) (for 2007) (for 2008) Exeptional remuneration Not applicable Not applicable Not applicable Not applicable Directors attendance fees Not applicable Not applicable Not applicable Not applicable Benefits in kind (car) Not applicable Not applicable Not applicable Not applicable TOTAL 485, , , ,820 Bonus share issue - (valued but Not applicable (valued but not issued) not issued) 250, ,550 In euros 48

51 CHAPTER 2 GOVERNANCE Members of the Management Board directly remunerated by the Group The main clauses of the employment contract executed between Gilbert Vidal and the Company, as from 2008, are as follows: Basic gross annual remuneration of 250,000 paid over 12 months. Variable portion of the annual remuneration related to achieving targets and that may represent up to 200,000 per annum; the calculation of the variable portion as presented in the special report from the Statutory Auditors is based on the same criteria of changes to the Group s operating profit as those applied to the variable portion of the commercial agreement between Assystem and HDL/H2DA. In the event of the termination of the employment contract at the employer s initiative, payment of a total, fixed and definitive amount of 400,000 (except in the event of termination for serious misconduct or gross negligence); Pursuant to this employment contract a vehicle is made available, which represented, in 2009, a benefit in kind worth 3,845 per year. For all the members of the Management Board: No supplementary pension scheme, allowance or other benefit was introduced for members of the Management Board, with the exception of a retirement scheme under Article 83 of the French General Tax Code (Code Général des Impôts), introduced in 2008 (definedcontribution scheme) for Gilbert Vidal for which the Company pays an annual contribution of 2.2% of the basic remuneration. It should also be mentioned that David Bradley, a member of the Management Board since 13 December 2007, already benefited, as Managing Director of Assystem UK, from a normal local pension scheme; no supplementary scheme has been introduced in respect of his position as a member of the Management Board. He is still entitled to repayment of expenses for use of his vehicle, which represented 12,000 in There is no conditional or deferred remuneration with the exception of that granted in favour of Mr Gilbert Vidal and described below: 1) Commencement bonus in the form of an assignment of free shares (15,000 assigned on 13/12/2006 and 10,000 assigned on 30/08/2007); 2) Total, fixed and definitive payment of 400,000 in the event of the termination of his employment contract at the employer s initiative (except for serious misconduct or gross negligence). Like the other members of the Management Board, Martine Griffon-Fouco s appointment is not remunerated. Her employment contract within one of the Group s entities remains in force. The remuneration paid pro rata is given in tables 1 and 2. It should be noted that the remuneration of Mr David Bradley in relation to his employment contract is paid by the British subsidiary of the Group, Assystem UK. TABLE 1 Summary table of remuneration paid during 2009, plus reminder for 2008, together with options and shares allotted to each corporate officer Gilbert VIDAL MEMBER OF THE MANAGEMENT BOARD - Assystem SA employee In euros IN 2008 IN 2009 Remuneration owed for the financial year (detailed in table 2) 452, ,845 Valuation of options granted during the financial year (detailed in table 4) Not applicable Not applicable Valuation of bonus shares allotted during the financial year (detailed in table 6) 250, ,550 TOTAL 452, ,845 David Bradley MEMBER OF THE MANAGEMENT BOARD - Assystem UK employee In euros IN 2008 IN 2009 Remuneration owed for the financial year (detailed in table 2) 435,620* 250,000 Valuation of options granted during the financial year (detailed in table 4) Not applicable Not applicable Valuation of bonus shares allotted during the financial year (detailed in table 6) 250, ,550 TOTAL 435,620* 250,000 * based on a conversion rate of = 1.26 (same rate as for 2008). The remuneration was paid by the company Assystem UK Ltd, under his employment agreement and role as CEO of the UK entity. 49

52 CHAPTER 2 GOVERNANCE In euros Martine GRIFFON-FOUCO MEMBER OF THE MANAGEMENT BOARD from 4 November Assystem France employee IN 2008 IN 2009 Remuneration owed for the financial year (detailed in table 2) Not concerned 30,626 Valuation of options granted during the financial year (detailed in table 4) Not concerned Not applicable Valuation of bonus shares allotted during the financial year (detailed in table 6) Not concerned Not applicable TOTAL N/A 30,626 TABLE 2 Summary of the remuneration of each corporate officer In euros Gilbert VIDAL AMOUNTS AMOUNTS MEMBER OF THE MANAGEMENT BOARD FOR 2008 FINANCIAL YEAR FOR 2009 FINANCIAL YEAR OWED PAID OWED PAID Gross fixed remuneration 250, , , ,000 Variable remuneration 200, , ,000 (to be paid in 2009) (for 2007) (for 2008) Exeptional remuneration Not applicable Not applicable Not applicable Not applicable Directors attendance fees Not applicable Not applicable Not applicable Not applicable Benefits in kind (car) 2,400 2,400 3,845 3,845 TOTAL 452, , , ,845 David Bradley AMOUNTS AMOUNTS MEMBER OF THE MANAGEMENT BOARD as from 13/12/2007 FOR 2008 FINANCIAL YEAR FOR 2009 FINANCIAL YEAR OWED PAID OWED PAID Fixed remuneration 175, , , ,000 Variable remuneration 200,000 60, ,000 Representing: (for 2007) (for 2008) 158,730* (to be paid in 2009) Exeptional remuneration Not applicable Not applicable Not applicable Not applicable Directors attendance fees Not applicable Not applicable Not applicable Not applicable Vehicle allowance 12,000 12,000 13,222 ** 13,222 ** TOTAL 345,730* 247, , ,222 * based on a conversion rate of = 1.26 ** 120,000 at a conversion rate of

53 CHAPTER 2 GOVERNANCE In euros Martine GRIFFON-FOUCO AMOUNTS AMOUNTS MEMBER OF THE MANAGEMENT BOARD FOR 2008 FINANCIAL YEAR FOR 2009 FINANCIAL YEAR OWED PAID OWED PAID Gross fixed remuneration Not concerned Not concerned 30,626 30,626 Variable remuneration Not concerned Not concerned Not concerned Not concerned Exeptional remuneration Not concerned Not concerned Not applicable Not applicable Directors attendance fees Not concerned Not concerned Not applicable Not applicable Benefits in kind (car) Not concerned Not concerned Not concerned Not concerned TOTAL Not concerned Not concerned 30,626 30,626 TABLE 3 Directors attendance fees Please see chapter 2 Governance, page 35. TABLE 4 Share subscription or purchase options allotted during the financial year to each corporate officer Not applicable. TABLE 5 Share subscription or purchase options exercised during the financial year to each corporate officer Not applicable. 51

54 CHAPTER 2 GOVERNANCE TABLE 6 Bonus shares allotted to each corporate officer ; in accordance with the authorisation given by the EGM on 15 May 2008, according to the legislation in force at that time BONUS SHARES ALLOTTED DURING THE FINANCIAL YEAR TO EACH CORPORATE OFFICER PLAN DATE NUMBER OF SHARES ALLOTTED DURING THE FINANCIAL YEAR SHARE VALUATION USING THE METHOD CHOSEN FOR THE CONSOLIDATED FINANCIAL STATEMENTS AS AT 31/12/2009 ACQUISITION DATE AVAILABILITY DATE During the 2009 financial year Gérard Brescon November , ,550 05/11/11 05/11/13 Stéphane Aubarbier November , ,550 05/11/11 05/11/13 Gilbert Vidal November , ,550 05/11/11 05/11/13 David Bradley November , ,550 05/11/11 05/11/13 During the 2008 financial year Jean-François Lours May , ,000 15/05/10 15/05/12 Gérard Brescon May , ,000 15/05/10 15/05/12 Stéphane Aubarbier May , ,000 15/05/10 15/05/12 Gilbert Vidal May , ,000 15/05/10 15/05/12 David Bradley May , ,000 15/05/10 15/05/12 During the 2007 financial year Gilbert Vidal August , ,000 30/08/09 30/08/11 TABLE 7 Bonus shares having become available during the financial year for each corporate officer. Not applicable. TABLE 8 Assignment of share subscription or purchase options. Not applicable. TABLE 9 Assignment of share subscription to the 10 non-corporate-officer employees with the highest salaries, and options exercised. Not applicable. 52

55 CHAPTER 3 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER BUSINESS ASSYSTEM S MARKET AND BUSINESS SEGMENTS Market trends Assystem works in the engineering and innovation consultancy markets. These markets have expanded significantly in recent years as average annual growth has been assessed at 7% in value between 1999 and the appearance of the economic crisis at the end of This expansion relates to the investment impetus in certain branches of business (Construction and Services) and to the growth in the engineering ratio (calculated as the ratio of external engineering expenses by branch to the investment in each) in the various fields. For the period, BIPE forecast continuing market growth benefiting from an expansion in investment with a recovery in manufacturing investment and ongoing growth of the outsourced portion of engineering expenses. However, this forecast needs to be amended in view of the current economic crisis, which has affected all business sectors since the end of Positioning and organisation of Assystem The Assystem Group serves international clients in the infrastructure sector mainly in energy and nuclear and in industry, primarily aeronautics, energy, nuclear, defence and transport. The Group has developed key expertise in two different areas: the control of industrial investments throughout the life cycle (process engineering and assistance to production), and outsourced R&D (product engineering and electronic, IT and software engineering). By grouping its industrial investment control operations within the Plant Engineering & Operations division, the Group is maintaining its position as leader in the design and management of projects for factories, power stations or other installations, and in testing, commissioning, operation and training. Assystem provides its clients with its knowledge, acquired in the rigorous environment of the nuclear industry, covering complex environments that are subject to strong regulatory constraints. In the domain of outsourced R&D, Assystem works throughout the product-engineering value chain, from functional analysis to validation, including design, calculation and tests. Its expertise in the mechanical trades positions Assystem s Aerospace Mechanical Engineering division as a European leader in aeronautics. The Technology & Product Engineering division groups the expertise necessary for working in hardware and software development, systems integration, validation, operation and operational maintenance specific to the automobile, rail transport and new technologies sectors. companies, as evidenced by the referrals obtained at EADS, Alstom Transport, Siemens, etc. With an organisation firmly grounded in market realities, Assystem offers the flexibility and the skills required by its clients, allowing it to provide long-term sustainability, both in times of growth and of economic crisis. Its international scope means it is able to assist its clients with all their operations, providing the specific skills of its European and offshore subsidiaries (Romania and India) for their major projects. Thanks to this international presence and its ability to work under new contractual modes, the Group is positioned to support its clients as a first-rate partner, particularly in aeronautics, where it has the number one European Design Office in aerostructures. Its ambition is based on a culture of partnership, synergy between its expertise and that of its subsidiaries, its adaptability to changing situations and anticipation of its clients future requirements: since 2008, it has undertaken a major redeployment of its resources so as to meet the requirements of various sectors, in Europe today, and worldwide in the future COMMENTS ON OVERALL BUSINESS IN PERIOD UNDER REVIEW 2009 was notable for the worldwide economic crisis and its consequences for the markets in which Assystem operates. Against this background, the Assystem Group s activities slowed by 8.8%, with mixed performance. The dynamism of the energy and nuclear sectors was contrasted with difficulties in the automobile sector, while other sectors held up well. To cope with the transformation of the outsourced R&D market, which is being accelerated by the economic crisis, Assystem has reorganised its industrial, automobile and technology activities within the Technology & Product Engineering division, reducing its cost structure and improving the transparency of its services in a market that is moving from conventional technical assistance towards solutions on a fixed-fee basis. This reorganisation is accompanied by training and professional reorientation plans for 320 employees, in particular improving our skills in Nuclear, with the launch of the Assystem Nuclear Institute training institution. As in previous years, the ongoing effort to improve management of the working-capital requirement and to rigorously manage cash has resulted in net debt close to zero, even though it was slightly greater than 19 million at the end of On 31 December 2009, the Group employed 8,539 persons, down by 736 persons compared to the end of December Its ability to identify and combine advanced resources positions Assystem among the main engineering partners of major international industrial 53

56 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER GROUP RESULTS KEY FIGURES In million VARIATION (%) Key figures from the income statement Revenue Operating result from continuing operations Net operating result Net operating margin 1.3% 6.3% - Result for period from continuing operations n.s. Attributable net result n.s. Main cash flow items Net cash flow from operations (1) Key figures from the balance sheet Net debt (2) Gearing 1% 14% - Equity Key figures from the balance sheet Non-diluted earnings per share Diluted EPS Dividend to be proposed to the AGM (1) Net cash flow from operating activities reduced by investments relative to operating cycle, net of divestitures. (2) Long and short-term borrowing reduced by cash and cash equivalents and the fair value of derivative interest-rate hedging products related to bonds with redeemable warrants REVENUE In million VARIATION ORGANIC GROWTH (%) (%) France International TOTAL The Group s revenue stood at million, down by 8.8%. On a like-for-like basis and at a similar conversion rate, revenue followed the same trend. The Plant Engineering & Operations activities grew by 5.3% thanks to the continuing dynamism of the Nuclear sector (+30% over the financial year); but, the activities related to conventional energy, as expected, were slightly down. The reduction by 4.4% in the Aerospace Mechanical Engineering activities was a result of the difficult economic climate in these sectors, as in those of business aviation and satellites, while the volume of transactions held up well in activities related to large programmes. The Technology & Product Engineering activities were severely affected by the economic crisis, with a drop of 29.7%. In spite of the recovery that began in the second half-year, the automotive activity dropped by about 50%. 54

57 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2009 Revenue in France Business activity in France represented 71% of the Group s revenue and dropped by 9.9% compared to This activity was divided mainly between two companies, Assystem France and Assystem Facilities, which had 6,257 employees on 31 December The Plant Engineering & Operations division, grouping the Energy, Nuclear and Facilities activities, had organic growth of 5.5% in a market that was still buoyant. The increase mainly concerned the nuclear sector, while conventional energy and pharmaceuticals were down. The Aerospace Mechanical Engineering division was down by 10.5%, reflecting the current difficulties in the market for business aviation and in the satellite market. The Technology & Product Engineering division works in a market that has been significantly impacted by the economic crisis. Against a background where clients have halted or postponed numerous development programmes, revenue is down by 26.6%. International Revenue International business represented 29% of Group revenue in 2009, mainly in Great Britain, Germany, Italy and Spain. The drop in revenue by 5.6% conceals various contrasted situations. Germany has almost maintained its level of activity (-0.4%), while Italy, which is highly dependent on the automotive sector, is down by 57.3%. The Plant Engineering & Operations division, which represents 22% of revenue internationally, is up slightly by 1.2% over all its activities, but with a negative impact from the euro/sterling exchange rate. At constant exchange rates, growth was 4.4%. The Aerospace Mechanical Engineering division, which represents 53% of revenue internationally, saw its revenue drop by 5.6%, but with a negative impact from the euro/sterling exchange rate. At constant exchange rates, revenue is stable. The Technology & Product Engineering division, which represents 7% of revenue internationally, was down by 52%, mainly due to the difficulties in the Automobile sector. Over the entire scope, exchange-rate fluctuations, particularly for the British pound, had a negative effect on revenue of 7.0 million, all sectors combined RESULTS Operating result from continuing operations Operating profit from continuing operations went from 45.0 million in 2008 to 22.2 million at the end of 2009, the main consequences being: In France, operating margin stood at 4.9% in 2009, against 6.7% in After a 1 st half-year strongly impacted by the crisis in the automobile sector, operating margin in the 2 nd half-year returned to the level of the 2 nd half-year International: In the United Kingdom, the contribution of Assystem UK increased by 15% at constant exchange rates, both in aeronautics and in nuclear. In Germany, performance remains insufficient, in spite of an improvement in the 2 nd half-year. Lastly, the difficulties encountered in the Anglo-Indian activities of the Silver Atena subsidiary resulted in a deficit of 1.6 million in Net operating profit Operating profit stood at 7.8 million, mainly due to non-recurring items as follows: A provision for restructuring of 4.3 million corresponding to a redundancy plan in Italy. Goodwill impairment of 10.3 million on the Anglo-Indian activities contributed by the minority shareholder when Silver Atena was founded in Income from financing activities In million 2009 AS A % 2008 AS A % OF REVENUE OF REVENUE France International Non-reccurents items (1) TOTAL The company s financial result represented a net charge of 4.9 million, significantly down compared to the previous financial year. Net borrowing costs remained stable at 2.0 million; the effect of the drop in interest rates on cash yield is compensated by the reduction in the debt that occurred in mid The financial income and expenditure represented a net charge of 2.9 million, composed mainly of non-cash items. Result for period The effective tax rate was 29.9% in 2009, versus 26.7% in 2008, before recognition of charges without impact on tax (2). Owing to this, the attributable net result is close to zero at million. (1) Related to real-estate transactions to group the establishments in Paris and Toulouse. (2) Cash and other short-term financial assets, net of other short-term financial debt and of the fair value of interest-rate hedging derivative products. 55

58 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER NET DEBT AND CAPITAL STRUCTURE Net debt was reduced by 18.4 million compared to 31 December 2008, while still devoting 11.8 million to shareholder remuneration ( 9.7 million in dividends distributed and 2.1 million related to the continuation of the share buyback program). Free cash flow: million Available net cash flow from operations stood at 36.3 million in It is higher than the 35.4 million generated in 2008, which included a non-recurring resource of 3.2 million (1). This performance was achieved in particular through an improvement in the operational working capital requirement by 19.4 million. Cash flows from financial investments: 0.4 million The 0.4 million mainly represented the repayment of a loan granted to a non-consolidated company. Cash flows from financing activities: million In million 2009 Net debt at beginning of period Free cash flow 36.3 Cash flows from financial investments 0.4 Cash flows from financing activities Cash flows from discontinued and miscellaneous operations -3.9 NET DEBT AT END OF PERIOD -0.8 Financial interest paid in 2009 stood at million. In 2009, Assystem paid its shareholders a total dividend of 9.8 million for the year The most significant equity capital transactions carried out by Assystem in 2009 were: Capital structure On 31 December 2009, the financial structure was extremely sound with almost no net debt ( 0.8 million). Backed by net current cash (2) of 88 million and an unused syndicated revolving credit line of 55 million, the Group has significant financial resources to finance externalgrowth operations OUTLOOK In spite of a first quarter that is expected to contract, Assystem is aiming for a return to low organic growth over the entire financial year. The operating margin will be up compared to 2009, thanks to the elimination of the source of losses in Italy and the full effect of the cost-reduction measures taken in Also, the Group has the initial priority objectives of bringing its invoicing rate to 90% and turning around the Anglo-Indian activities of the Silver Atena subsidiary. Strengthened by its more efficient organisation implemented in 2009 and its very good financial capacity, Assystem is again studying external growth opportunities in accordance with its strategy EVENTS AFTER THE BALANCE SHEET DATE ASG In January 2010, a vessel belonging to ACERGY, for which ASG (a subsidiary of the Assystem Group) provided assistance in coordinating security and fire brigade duties for monitoring sheet metalwork subcontracted to Sobrena, the prime contractor for the repairs to the vessel, was struck by a fire in the port of Brest. Surveys are taking place to determine the amount of damages. However, the Group considers that it has not incurred any liability in relation to the services supplied through subcontracting on behalf of the prime contractor, and confirms that if its liability is implicated, this claim will be covered by the Group s insurance policies. The portion of the increase in capital subscribed by the minority holder in Silver Atena Ltd for million. A net amount of million in treasury share acquisitions and disposals. (1) Related to real-estate transactions to group the establishments in Paris and Toulouse. (2) Cash and other short-term financial assets, net of other short-term financial debt and of the fair value of interest-rate hedging derivative products. 56

59 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER ASSYSTEM SA COMPANY FINANCIAL STATEMENTS The Company continued to focus on its development as the head of the Group during the fiscal year. Operating income for the financial year stood at 11.6 million against 14.2 million in 2008; it comes from management services and provision of skills for the benefit of subsidiaries of the Assystem Group, together with licence charges. The result for the financial year is a loss of 12.2 million, which includes a net allocation of minus 42.4 million for the depreciation of the securities of certain subsidiaries (Note 5 Parent-company financial statements). On 31 December 2009, the Company had one employee PAYMENT DEADLINES FOR OUR SUPPLIERS In application of article D of the French Commercial Code, the following table provides a breakdown, as of 31/12/2009, of the balance of supplier debts by due date. However, as it is the first year of application, no comparison with the previous period is presented for this year. MATURITY DEBTS NOT YET DUE DEBTS TOTAL TOTAL 0 TO TO 60 BEYOND OVERDUE DAYS DAYS 60 DAYS Suppliers 421, , ,942 Suppliers of fixed assets TOTAL 421, , , CHANGES IN SHARE CAPITAL DURING THE YEAR DATE OF MANAGEMENT TYPE OF OPERATION INCREASE / REDUCTION SHARE NUMBER OF CUMULATIVE BOARD MEETING IN SHARE CAPITAL PREMIUM SHARES ISSUED / SHARE CANCELLED CAPITAL 31/12/ ,601,527 Capital reduction by cancellation 12/05/2009 of treasury shares - 560,152-4,030, ,152 20,041,375 57

60 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER PASSING OF STATUTORY AND LEGAL THRESHOLDS IN 2009 SHAREHOLDER CAISSE DES DÉPÔTS ET CONSIGNATION (CDC) STRATEGIC INVESTMENT FUND (FSI) Date threshold passed 15/07/ /07/2009 Reason contribution of securities contribution of securities to the strategic investment fund to the strategic investment fund Upwards - liabilities legal thresholds: 5 and 10% statutory thresholds 2 to 14% Downwards assets - legal thresholds: 5 and 10% statutory thresholds 2 to 14% Percentage of equity assets liabilities legal thresholds: 5 and 10% legal thresholds: 5 and 10% statutory thresholds 2 to 14% statutory thresholds 2 to 14% Percentage of voting rights assets liabilities legal thresholds: 5 and 10% legal thresholds: 5 and 10% statutory thresholds 2 to 14% statutory thresholds 2 to 14% Reference equity 20,041,375 20,041,375 Reference double voting rights 22,032,271 22,032,271 Number of securities held 0 2,997,408 indirectly including 2,997,408 by the FSI and 519,698 par CDC Entreprises (Average prices) Percentage of equity directly: % indirect: 17.55% Number of double voting rights held 0 2,997,408 indirectly including 2,997,408 by the FSI and 519,698 par CDC Entreprises (Average prices) Percentage of voting rights directly: % indirect: 15.96% 58

61 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER TRANSACTIONS IN SENIOR OFFICERS SECURITIES (based on information issued by senior officers to the AMF) TRANSACTION CARRIED OUT ON THE SHARES OF THE COMPANY IN THE NAME OF ARTICLES L AND L OF THE AMF S GENERAL REGULATIONS Executive or entity Comments Date Description of Nature of Number of financial instrument transaction securities Entreprises en Croissance 94.86%-owned 24/02/2009 Share FR purchase 3,208 SAS (EEC) by HDL SAS (itself 100% owned by Dominique Louis President of the Management Board of Assystem Entreprises en Croissance 94.86%-owned 23/02/2009 Share FR purchase 27 SAS (EEC) by HDL SAS (itself 100% owned by Dominique Louis President of the Management Board of Assystem Entreprises en Croissance 94.86%-owned 20/02/2009 Share FR purchase 1,235 SAS (EEC) by HDL SAS (itself 100% owned by Dominique Louis President of the Management Board of Assystem Entreprises en Croissance 94.86%-owned 19/02/2009 Share FR purchase 400 SAS (EEC) par HDL SAS (itself 100% owned by Dominique Louis President of the Management Board of Assystem FACTORS LIKELY TO HAVE CONSEQUENCES IN CASE OF A PUBLIC OFFER (art. L Commercial Code) Regarding securities issued by the Company and rules in the Articles of Association The following table lists the shareholder base and voting rights for Assystem on 31 December 2009: SHARES % VOTING RIGHTS % THEORETICAL VOTES % FSI 2,997, ,997, ,997, CDCEVM 519, , , D. LOUIS/Groupe HDL 5,496, ,459, ,459, D. LOUIS 485, , , HDL SAS 3,438, ,198, ,198, EEC SAS 8, , ,770 - CEFID SAS 1,020, ,020, ,020, H2DA 542, , , Management Board (excl. Mr. LOUIS) 187, , , Supervisory Board 405, , , Employee FCP 237, , , Public shareholders 9,640, ,027, ,027, Treasury shares 557, , TOTAUX 20,041, ,096, ,654,

62 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2009 It is reiterated that Assystem shares acquire double voting rights after they have been owned in direct registered form for two years. In addition, in accordance with the Articles of Association, shareholders must submit a formal disclosure anytime they either exceed or fall below a multiple of 2% of the company s shares. Commercial operations Information regarding the creation of H2DA and the extension of Assystem s commercial agreement with HDL is given in the statutory auditors special report on regulated agreements authorised in This agreement was maintained through The procedures for calculating the indemnity that must be paid if this agreement is terminated through a friendly or hostile takeover of Assystem are specified there (see below): in the event of a friendly takeover of Assystem, with three months prior notice, the indemnity will be equal to twice the average of the fixed portion due for services performed in the two years preceding the cancellation. For 2005, 2006 and 2007, this cancellation charge shall equal the total fixed sums due for services performed as from the date when the agreement took effect, reduced or extrapolated to represent the equivalent of 24 months services; In the case of a hostile takeover particularly a takeover bid or share swap that is unsolicited by its managers the indemnity will be equal to three times the average of the fixed portion due for services performed in the two years preceding termination. For fiscal years 2005, 2006, and 2007, this will equal the total amount due for services performed as of the date when the agreement took effect, reduced or extrapolated to represent the equivalent of 36 months services. Assystem s very type of business access to R&D studies, innovative developments, confidential defence program, etc., is based on its independence. The Company s commercial relationships or agreements that anchor its positioning in any sector could contain change of control clauses that may be exercised by clients on a one-off occasion or following a hostile takeover bid. 3.6 CHANGES TO THE SHARE BUYBACK PROGRAMME DURING THE 2009 FINANCIAL YEAR The Management Board will request that the General Meeting of 5 May 2010 renews this authorisation for a new period of 18 months under similar conditions with the same objectives (2 objectives meeting European Regulations and 2 market objectives), the maximum purchase price being fixed at 20; the maximum purchase percentage may change according to the shares already held by Assystem on this date. Liquidity Contract Since 1 December 2007, the Company has been linked to ODDO & Cie by a liquidity contract in compliance with the general regulations of the AMF and the code of conduct established by the AFEI (French Association of Investment Companies) as approved by the AMF. The liquidity contract in force on 31 December 2009 was authorised by the General Meeting of 12 May At 31 December 2009, there were the following resources under the liquidity contract: 117,666 shares in ASSYSTEM FR ,283, in cash. Purchase mandate granted to EXANE BNP PARIBAS Assystem entrusted EXANE BNP PARIBAS with a purchase mandate for Assystem shares, on or off the market, in blocks or by successive purchases, pursuant to a contract which complies with Commission Regulation (EC) no. 2273/2003 of 22 December 2003, implementing Directive 2003/6/EC of 28 January 2003, called the market abuse directive and also complying with the general regulations and recommendations of the AMF. In order to illustrate the provisions applicable in the case of early termination of the commercial agreement concluded by Assystem with HDL, it should be noted that on 31 December 2009, the average amount of the fixed part of this agreement for the years 2008 and 2009 stood at: 1,505,

63 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2009 The table below summarises use of the programmes during the 2009 financial year: TREASURY SHARES HELD AT 31/12/ ,460 Number of shares used according to final purpose Liquidity Contract - Shares acquired under the liquidity contract + 416,586 - Number of shares acquired outside liquidity contract + 585,028 - of which block purchases - - Number of shares sold pursuant to the liquidity contract - 562,805 - Number of shares cancelled during the year - 560,152 For the benefit of salaried employees or corporate officers (relating to the stock options/free shares program)e - Shares transferred in exchange for stock options - 90,502 External-growth operations - Shares used to finance acquisitions 0 Cancellation of shares - Shares cancelled over the past 24 months - 2,060,152 TREASURY SHARES HELD AT 31/12/ ,615 Value of shares registered at 31/12/2009 at average purchase price 3,566, Additional information: Average purchase price 5.88 Average sale price 6.93 Amount of trading fees 55, DIVIDENDS The Management Board shall propose to the Annual General Meeting of 5 May 2010 that the profit for the period be appropriated for the payment of a dividend of 0.25 per share, not including treasury shares which do not provide entitlement to a dividend, with the balance being posted to the Retained earnings account. Dividends paid during the last three fiscal years: YEAR DIVIDENDS INCOME ELIGIBLE FOR TAX ALLOWANCE OTHER DISTRIBUTED REVENUE per share Not applicable per share Not applicable per share Not applicable 61

64 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER SUBSIDIARIES AND ASSOCIATES At 31 December 2009, Assystem SA held, either directly or indirectly, all the shares and voting rights of its main active subsidiaries, which are as follows: Assystem France, a French simplified joint-stock company (société par actions simplifiée, hereinafter SAS ), and its sites in Geneva, Papeete, and Noumea, Assystem Facilities, SAS incorporated in France, and its subsidiaries Athos and ATS, Assystem Innovations, SAS, Assystem International, SAS, Assystem UK, incorporated in England and its subsidiaries, Assystem Italia, incorporated in Italy, Assystem India Private Limited, incorporated in India, Assystem Iberia, incorporated in Spain, Assystem Portugal, incorporated in Portugal, Assystem Brime Deutschland, incorporated in Germany and its subsidiaries Assystem Aerospace Germany and Atena, Assystem Romania, incorporated in Romania, Assystem Belgium, incorporated in Belgium, ASM Technologies, incorporated in Morocco, Eurosyn Développement, incorporated in France, T.F.S.I. limited, company established in Guernsey. No substantial acquisition of interests INCORPORATION OF GENERAL EXPENSES Pursuant to Paragraphs 4 and 5 of Article 223 of the French General Tax Code, we hereby specify that the expenses covered by Article 39.4 of this Code totalled 51,390 in REMUNERATION OF CORPORATE OFFICERS See Chapter 2 - Governance. p INFORMATION CONCERNING THE ADMINISTRATION, MANAGEMENT AND SUPERVISORY BODIES 5.1 MEMBERS OF THE SUPERVISORY BOARD AT 31/12/2009 The Supervisory Board currently consists of nine members with different backgrounds, of which 7 (seven) meet the specific independence conditions set out in the Corporate Governance Code for listed companies published by the AFEP-MEDEF. The criteria were analysed, for each of the members, by the Remuneration and Nominations Committee in November MEMBERS OF THE MANAGEMENT BOARD AT 31/12/2009 The Management Board currently consists of six members. Dominique Louis is President and represents the Company with third parties. Martine Griffon-Fouco, Stéphane Aubarbier, David Bradley (of British nationality, thus taking into account the Group s international dimension), Gérard Brescon and Gilbert Vidal combine the operational and functional expertise that is necessary to the Group s development. 5.3 NOMINATION OF ASSYSTEM SA S STATUTORY AUDITORS AT 31/12/2009 Regular statutory auditors KPMG Audit - Department of KPMG SA 1, cours Valmy Paris la Défense Appointed on 30 April 2009 for a term of six years ending at the close of the Ordinary General Meeting called to approve the financial statements for the year ended 31/12/2014. Deloitte & Associés 185, avenue Charles de Gaulle BP Neuilly-sur-Seine Term renewed on 9 June 2005 for a term of six years ending at the close of the Ordinary General Meeting called to approve the financial statements for the year ended 31/12/2010. Substitute Statutory Auditors Mr PIETTE 1, cours Valmy Paris la Défense Appointed on 30 April 2009 for a term of six years ending at the close of the Ordinary General Meeting called to approve the financial statements for the year ended 31/12/2014. BEAS, represented by Alain Pons 7-9 Villa Houssay Neuilly-sur-Seine Term renewed on 9 June 2005 for a term of six years ending at the close of the Ordinary General Meeting called to approve the financial statements for the year ended 31/12/2010. Michel Combes chairs the Supervisory Board, Jean-Pierre Desgeorges is the vice-president, and the other members of the board are: Pierre Guénant, Gilbert Lehmann, Rémy Chardon, Stanislas Chapron, Armand Carlier and Jean-Pascal Tranié. The Strategic Investment Fund (FSI) is represented by Bertrand Finet. 62

65 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER STATEMENT OF ASSYSTEM SA S FINANCIAL RESULTS FOR THE LAST 5 YEARS YEAR I. Financial situation at year-end Share capital 19,024,142 21,732,561 21,906,451 20,601,527 20,041,375 Number of existing shares 19,024,142 21,732,561 21,906,451 20,601,527 20,041,375 Number of convertible bonds Not applicable Not applicable Not applicable Not applicable Not applicable II. Overall result of actual operations Revenue Ex-VAT 18,086,472 12,080,615 10,908,295 13,912,284 10,706,748 Income before tax, depreciation and provisions 132,813,686-2,791,554 9,167,070 3,087,465 25,603,211 Corporate income tax -475, ,973 4,576, ,331 2,571,367 Income after tax, depreciation and provisions 136,313,798-8,573,774 6,843,583-2,835,990-12,155,118 Earnings distributed 6,427,893 2,040,589 7,550,214 9,794,065 * III. Per share data Income after tax but before depreciation and provisions Income after tax, depreciation and provisions Dividend paid to each share IV. Personnel Headcount Payroll costs 1,640, , ,660 Mandatory employer contributions 740,728 80,642 37, , ,397 *dividend proposed to next General Meeting 63

66 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER DELEGATIONS OF RESPONSIBILITIES AND AUTHORISATIONS GIVEN TO THE MANAGEMENT BOARD FOR CAPITAL INCREASES By virtue of various resolutions adopted by the Combined General Meeting of 30 April 2009 and the General Meeting of 22 May 2007 in their extraordinary capacity, the Management Board has received the following authorisations: DELEGATION MAXIMUM TERM EGM AT WHICH OF RESPONSIBILITIES/AUTHORISATION CAPITAL RESOLUTION INCREASE/REDUCTION ADOPTED Cancellation of shares acquired maximum reduction 26 months 30/04/09 under share buyback programmes 2,060,152 (30/06/2011) (15 th resolution) Issue of OBSAAR with preferential increase 26 months 30/04/09 subscription rights 5,000,000 (30/06/2011) (16 th resolution) Issue of shares or securities giving access to capital increase 26 months 15/05/08 without preferential subscription rights 5,500,000 (14/07/2010) (10 th and 11 th resolutions) Issue of securities giving access to capital, increase 26 months 15/05/08 with preferential subscription rights 8,000,000 (14/07/2010) (10 th and 11 th resolutions) Incorporation of reserves, profits and share, 20,000,000 increase in capital 26 months 30/04/09 merger or contribution premiums (30/06/2011) (18 th resolution) Share issue reserved for members 5% increase of nominal amount 26 months 30/04/09 of a company savings plan of share capital on date (30/06/2010) (19 th resolution) when autorisation was used Free allotment of existing or future shares 2% increase of nominal amount 38 months 15/05/08 of share capital on date (14/07/2011) (15 th resolution) when autorisation was used These authorisations, renewed on 30 April 2009 cancel and replace all previous delegated responsibilities/authorisations of a similar nature. Use by the Management Board of the delegations of responsibilities granted by General Meetings of Shareholders: at its meeting of 12 May 2009, the Management Board decided to cancel 560,152 treasury shares and to reduce the share capital by 560,152, to 20,041, RISK FACTORS See chapter 4 - Risk factors, p

67 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2009 SIMPLIFIED ORGANISATIONAL STRUCTURE OF THE ASSYSTEM GROUP 1 JANUARY 2010 Spain ASSYSTEM Iberia Portugal ASSYSTEM Portugal Italy ASSYSTEM Italia Germany ASSYSTEM Aerospace Germany ATENA Engineering GmbH ASSYSTEM Deutschland SILVER ATENA Limited * 59.67% United Kingdom ASSYSTEM Group UK TFSI Morocco ASM Technologies 100% Romania ASSYSTEM Romania Canada ASSYSTEM Canada Switzerland Geneva branch of Assystem France France ASG ATHOS Aéronautique ASSYSTEM France ASSYSTEM Facilities ANAFI and its subsidiaries EUROSYN Développement India China ASSYSTEM India ASSYSTEM Engineering Consulting ASSYSTEM International SILVER ATENA Limited * Silver Atena Electronic Systems Private Limited Silver Atena (Spain) S.L. Silver Atena Electronic Systems Engineering GmbH Silver Atena (UK) Limited 65

68 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER

69 CHAPTER 4 4 RISK FACTORS The Company has reviewed the risks that could have a significant negative effect on its activity, its financial situation or its results and considers that there are no significant risks other than those presented. The risk factors to which the Group may be exposed are detailed below: These risk factors are presented hierarchically. The procedures for identifying and managing risks are described in chapter 5. Readers are invited to consult this. 1 - RISKS RELATING TO THE ECONOMIC ENVIRONMENT The current worldwide economic crisis has caused us to step up our vigilance and verifications on two aspects of particular importance: The selection and authorisation of new business and investments, The monitoring and collection process for trade receivables. In this respect, during the 2009 financial year, we once again increased supervision of client receivables. At present, there is no major incident for client defaults relating to the current economic climate. 2 - CONTRACTUAL RISKS The implementation of the activities with a fixed price or a defined performance exposes the Group to risks relating to fulfilment of these contracts. To hedge this risk, contract reviews are carried out for each operating entity. For agreements worth more than 300,000 or those presenting specific risks without limitation of the amount, contract reviews are organised at the Group level, in which Management Board members participate. In these meetings, the following points are examined contract by contract: the progress of revenue, the margin on completion, the contractual risks and their provisioning, the cash flow from the contract. In particular, the Group bases its development on fixed-price projects concluded with major contractors in the aeronautics sector. We should nevertheless specify that the Group is not involved in risk sharing agreements. 3 - RISKS RELATING TO THE BUSINESS ACTIVITY The Assystem Group carries on its business activities vis-à-vis a diversified clientele, partly composed of key accounts which operate in several countries % of the Group s revenue is done with 10 clients. The Group s largest client represents 20.8% of revenue broken down over several different sites and countries. In spite of the considerable weighting of the Group s 10 largest clients, no real risk of dependency has been identified, owing to the diversity of the services provided to the latter. Moreover, the Group is officially listed with its main clients so as to safeguard the relationship and the volume of business over a term of up to three years. 4 - LIQUIDITY AND MARKET RISKS The Group has a special organisation which enables it to centrally manage all market risks to which it is exposed: interest-rate risk, exchange rate risk, counterparty risk and liquidity risk. Within the Finance Division, the Group treasury department operates on the financial markets as the Group s financial risk management body. To this end, it is organised into front/middle and back offices guaranteeing the separation of functions. The Group cash department presents reports to the Chief Financial Officer every 10 days on the positions and results of its management in compliance with the General Management policies of the Group. CREDIT RISK In order to reduce the credit risk: A process for monitoring outstanding amounts due, or which are not yet due, has been rolled-out in all the Group s operational entities, A very regular invoicing timetable has been implemented. The risk of client default is limited owing to the quality of the established portfolio which, in respect of the ten largest clients, is constituted of leading international industrial groups. INTEREST-RATE RISK The Group uses several types of derivative instruments in order to control, according to market conditions, the spread of fixed rate and variable rate external debt mainly in order to reduce the cost of financing. The financial instruments used are swaps and caps for active debt management. At the end of December 2009, the Group s external debt, composed of its bond debt, was at a fixed rate with the variable-rate revolving credit facility not having been used at the balance sheet date. EXCHANGE RATE RISK Owing to the geographic diversity of its establishments and activities, the Group is subject to the euro translation risk of financial statements of its foreign subsidiaries expressed in local currencies and, mainly, in respect of the EUR / GBP exchange rate. Fluctuations of exchange rates may affect Group equity and earnings. Moreover, to fix the operating margins for significant contracts denominated in foreign currencies, the Group hedges exchange-rate risk using forward-based sales or purchases over the term of the contract. These transactions correspond, by amount and maturity, to the underlying economic conditions. COUNTERPARTY RISK The Group is exposed to counterparty risks as part of cash and risk management operations on financial markets. Loans, hedges and investments are, however, conducted with top-ranking banking institutions approved by the Management Board. The Group s main counterparties are BSD-CIN, Société Générale, LCL, BNP Paribas and Calyon. 67

70 CHAPTER 4 RISK FACTORS LIQUIDITY RISK Optimisation of liquidity is based on centralised management of the cash surpluses and requirements of the Group s subsidiaries. On 31 December 2009, due to its net cash and unused credit facilities, the Group had financial flexibility of 143 million and average debt maturity of 3 years. RISKS OF EARLY REPAYMENT ARISING FROM COVENANTS The bond loans and revolving credit facility include covenants stipulating compliance with certain financial ratios. These ratios concern, on the one hand, the under-capitalisation calculation (equity-to-net debt ratio) and, on the other hand, the calculation of the financial leverage (net debt to free cash flow ratio). These ratios are calculated annually from data in the consolidated financial statements. Non-compliance with the covenants entitles the lender concerned to demand early repayment of the borrowing. At period-end, these ratios were significantly below the thresholds established in the agreements: namely, an under-capitalisation ratio of 0.0 against a threshold of 1 and a gearing ratio of -0.1 against a threshold of EMPLOYEE-RELATED RISKS One of the principal elements of the Group s activities is providing its engineer-consultants technical expertise to a wide variety of sectors. In other words, depending on the product development cycles or economic uncertainties of the various sectors, their expertise can be shifted to other clients in the same sector or to different sectors requiring the same technical and professional skills. By doing so, the Group s technological expertise can be redistributed from one sector to another and give consultants the opportunity of acquiring a broadbased knowledge of numerous clients or sectors. The adequacy of our employees skills in relation to our clients requirements is vital. Thus, we devote significant resources to training our employees. At the end of 2008, we therefore created the Assystem Nuclear Institute in order to transfer our expertise to engineers joining the Group or to those who are transferred to this business activity, with or without previous experience in the nuclear field. 6 - RISKS RELATED TO THE INFORMATION SYSTEM All the types of information systems represent a vital and necessary dimension for carrying on our business activities. The Group has a set of systems and procedures intended to guarantee the security of the equipment and applications, data integrity and the continuity of operations. 7 - LEGAL AND REGULATORY RISKS All complicated transactions (contractual, structural, or contentious) and current or potential litigation are handled by the Legal Affairs and Insurance Division, which reports directly to the Management Board. In order to monitor Group entities as closely as possible, taking account of the Group s structure, some Legal Affairs and Insurance teams are based in operating units and are directly involved in issues related to contracts, M&A transactions, and disposals. The Management Board sends a half-yearly review of proven claims filed against the Group to the Supervisory Board for information. At present, to the Company s knowledge, there are no governmental, legal or arbitration proceedings, which are either unsettled or which may be instituted against it, and which may have, or have had, during the last twelve months, a significant impact on the Company s financial situation or profitability. 8 - RISKS RELATING TO RELOCATION Some of our clients have begun to relocate part of their activities to so-called «low cost» countries. The Assystem Group has establishments in these geographical areas in order to assist our clients in implementing their relocated projects and to have development potential on the related local markets. 9 - INDUSTRIAL AND ENVIRONMENTAL RISKS Due to the nature of the Group s businesses, its operations do not impact the environment. The Group provides only knowledge-based services to the nuclear sector and does not operate any nuclear facilities as defined in the regulations INSURANCE STRATEGY Assystem has taken out professional liability insurance covering its French and international subsidiaries. This coverage is limited to 20 million. This professional liability insurance compensates for the different conditions and limits of its local foreign policies as part of an integrated policy. For the Aeronautics activities, the Group has taken out a specific insurance policy covering property damage and consequential losses for 50 million. With regards to other elements, the Group s main policies were renewed in 2009 under the same conditions and shall remain in force until the end of Access to data and to our applications is controlled and, in particular, remote access to our resources is reserved for a restricted group of users. In addition, the areas set aside for our clients, which are inside our facilities, are protected and access thereto is limited to the engineers working on these projects. 68

71 CHAPTER 4 RISK FACTORS 69

72 CHAPTER 5 5 OTHER REPORTS BY THE MANAGEMENT BOARD 1 - SPECIAL REPORT ON TRANSACTIONS SUBJECT TO ARTICLES L TO L ALLOTMENT OF FREE SHARES (ARTICLE L OF THE COMMERCIAL CODE) ANNUAL GENERAL MEETING OF 5 MAY 2010 To the Shareholders, In accordance with Article L of the French Commercial Code, we have prepared the following report on free share allotments granted to corporate officers and certain employees during the year ended, as well as free share allotments granted by Assystem subsidiaries. 1 FREE SHARE ALLOTMENTS ADOPTED BY THE COMPANY MANAGEMENT BOARD In the year ended 31 December At its Meeting of 18 December 2006, the Management Board used the authorisation granted by the Extraordinary General Meeting of 8 June 2006, in accordance with Articles L et seq. of the French Commercial Code, aimed at making free allotments of ordinary Company shares, on one or several occasions, with said shares either already existing (in particular, treasury shares under a share buyback programme) or to be issued, up to a maximum limit of 2% of the capital on the date of the allotment, for the benefit: - of members of the salaried staff and senior executives, who are corporate officers of the Company, complying with the conditions set forth in Article L et seq. of the French Commercial Code, or of related companies within the meaning of Article L The Board of Directors granted 59,000 free shares. The balance of this allotment was 52,000 shares owing to the departure of beneficiaries prior to the end of the vesting period. On 16 December 2008, 37,000 shares had been transferred from the treasury share account to the registered account of the beneficiaries and become subject to a holding period lasting until 16 December Out of these 37,000 transferred shares, 25,000 concern members of the Management Board In the year ended 31 December The Management Board used the authorisation granted by the Extraordinary General Meeting of 8 June 2006, in accordance with Articles L et seq. of the French Commercial Code, aimed at making free allotments of ordinary Company shares, on one or several occasions, with said shares either already existing (in particular, treasury shares under a share buyback programme) or to be issued, up to a maximum limit of 2% of the capital on the date of the allotment, for the benefit: - of members of the salaried staff and senior executives, who are corporate officers of the Company, complying with the conditions set forth in Article L et seq. of the French Commercial Code, or of related companies within the meaning of Article L At its Meeting of 29 June 2007, it allotted 98,300 free shares to salaried employees of subsidiaries of the Assystem Group. Owing to the departure of beneficiaries prior to the end of the acquisition period, the balance of this allotment was 95,800 shares. At its meeting of 30 August 2007, it made an allotment of 10,000 free shares to a member of the Management Board. At its meeting of 12 December 2007 it made an allotment of 1,000 shares to an employee of a Group subsidiary In the year ended 31 December The Management Board used the authorisation granted by the Extraordinary General Meeting of 15 May 2008, in accordance with Articles L et seq. of the French Commercial Code, aimed at making free allotments of ordinary Company shares, on one or several occasions, with said shares either already existing (in particular, treasury shares under a share buyback programme) or to be issued, up to a maximum limit of 2% of the capital on the date of the allotment, for the benefit: - of members of the salaried staff and senior executives, who are corporate officers of the Company, complying with the conditions set forth in Article L et seq. of the French Commercial Code, or of related companies within the meaning of Article L At its meeting of 15 May 2008, it made an allotment of 125,000 free shares to members of the Company s Management Board (with the exception of the President) In the year ended 31 December The Management Board used the authorisation granted by the Extraordinary General Meeting of 15 May 2008, in accordance with Articles L et seq. of the French Commercial Code, aimed at making free allotments of ordinary Company shares, on one or several occasions, with said shares either already existing (in particular, treasury shares under a share buyback programme) or to be issued, up to a maximum limit of 2% of the capital on the date of the allotment, for the benefit: - of members of the salaried staff and senior executives, who are corporate officers of the Company, complying with the conditions set forth in Article L et seq. of the French Commercial Code, or of related companies within the meaning of Article L At its meeting of 28 April 2009, it allotted 4,700 free shares to members of the Group s salaried personnel. At its meeting of 5 November 2009 (after authorisation of the Supervisory Board that met on 4 November 2009), it allotted 60,000 free shares to four members of the Company s Management Board (excluding the President). 70

73 CHAPTER 5 OTHER REPORTS BY THE MANAGEMENT BOARD 2 FREE SHARE ALLOTMENTS GRANTED BY AFFILIATED COMPANIES AS DEFINED IN ARTICLE L OF THE FRENCH COMMERCIAL CODE DURING THE FISCAL YEAR ENDED 31 DECEMBER 2009 Not applicable 3 FREE SHARE ALLOTMENTS GRANTED BY CONTROLLED COMPANIES AS DEFINED IN ARTICLE L OF THE FRENCH COMMERCIAL CODE Not applicable 2 - SPECIAL REPORT ON SHARE OPTIONS AND FREE SHARES (ARTICLE L OF THE FRENCH COMMERCIAL CODE) THE ANNUAL GENERAL MEETING OF 5 MAY 2010 To the Shareholders, In accordance with the provisions of Articles L of the Commercial Code, we have prepared the following report on the operations carried out in respect of share subscription options for the year just ended and during previous financial years, in addition to allotments of share subscription options to Directors and selected employees, and the allocation of share subscription or purchase options carried out at Assystem subsidiaries. Paris, 9 March 2010 Dominique LOUIS President of the Management Board 2.1 Options authorised during the year ended 31 December Not applicable 2.2 Options authorised during previous financial years. The Annual General Meeting of 10 December 2003 authorised the Management Board to adopt the grant of stock options at its discretion to corporate officers, board members, certain employees, and related companies under the provisions of Article L of the French Commercial Code, giving the entitlement to subscribe to new shares to be issued in an increase in share capital, such as this may be as a result of the capital increase, within a limit of 312,000 options conferring a right to purchase 312,000 shares with a face value of 1 each. The Management Board used this authorisation during its meeting on 14 April 2004 as follows: Number of share option beneficiaries: 249 Number of options granted: 309,750 Exercise price: Financial year: 14 April 2008 to 13 April 2010 The share option grants are subject to the conditions laid down by the General Meeting of 10 December 2003 and Regulation 4 of the unified subscription plan Options owned by Members of the Management Board Not applicable Paris, 9 March 2010 Dominique LOUIS President of the Management Board Tables in the appendix, pages 124 to 125 of the Reference Document. 71

74 CHAPTER 6 6 THE PRESIDENT OF THE SUPERVISORY BOARD S REPORT The President of the Supervisory Board s report on the preparation and organisation of the Supervisory Board s work and the Company s internal control procedures To the Shareholders, In accordance with the French Financial Security Act (loi de sécurité financière) no of 1 August 2003, as President of the Supervisory Board, I am pleased to present the following report on the conditions for the preparation and organisation of this Board s work and the Company s established internal control procedures. In line with the Act of 3 July 2008, this report also reviews the implementation of the AFEP-MEDEF recommendations set forth in the Corporate Governance Code for listed companies which was published in December The present report, attached to the 2009 management report, is established in accordance with the provisions of article L of the French Commercial Code and was submitted to the Supervisory Board on 12 March A report from the Statutory Auditors presents their observations on this report concerning the internal-control procedures relative to the preparation and treatment of accounting and financial information. 1 - CONDITIONS FOR THE PREPARATION AND ORGANISATION OF THE WORK OF THE SUPERVISORY BOARD CORPORATE GOVERNANCE Please see Chapter 2 Governance, page SUPERVISORY BOARD Please see Chapter 2 Governance, page 35. Mandates and functions carried out by members of the Supervisory Board of Assystem as at 31/12/2009 Please see Chapter 2 Governance, page 36 Mandates and functions carried out by members of the Supervisory Board during the last five financial years (01/01/2005 to 31/12/2009) Please see Chapter 2 Governance, page MANAGEMENT BOARD Please see Chapter 2 Governance, page 42 Mandates and functions carried out by members of the Management Board (on 31/12/2009) Please see Chapter 2 Governance, page 42 Mandates and functions carried out by members of the Management Board over the last five years (since 01/01/2005) outside the Group Please see Chapter 2 Governance, page INSIDER TRADING AND MARKET CODE OF CONDUCT Please see Chapter 2 Governance, page CONFLICTS OF INTEREST Please see Chapter 2 Governance, page REMUNERATION AND BENEFITS IN KIND AWARDED BY THE COMPANY AND ITS GROUP COMPANIES DURING 2009 TO MEMBERS OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES IN OFFICE Remuneration of members of the Supervisory Board Please see Chapter 2 Governance, page Remuneration of members of the Management Board Please see Chapter 2 Governance, page 47 Remuneration of Dominique LOUIS President of the Management Board Please see Chapter 2 Governance, page 47 Remuneration of other members of the Board of Directors during 2008 and the previous three years Please see Chapter 2 Governance, page IMPLEMENTATION OF THE APEF-MEDEF RECOMMENDATIONS SET FORTH IN THE CORPORATE GOVERNANCE CODE FOR LISTED COMPANIES PUBLISHED IN DECEMBER 2008 The Assystem Group has chosen to comply with the recommendations of the AFEP-MEDEF, given in the code of corporate governance for listed companies published in December After examining this code, we have not identified any non-compliance. In particular, we have assessed the work of the Supervisory Board based on a questionnaire completed by each of the directors. The application of the recommendations and provisions concerning the compensation of directors and corporate officer managers is described in chapter 1. 72

75 CHAPTER 6 THE PRESIDENT OF THE SUPERVISORY BOARD S REPORT 3 - INTERNAL CONTROL PROCEDURES The Assystem Group has chosen to implement the internal control framework recommended by the AMF in accordance with the recommendation it made on 22 January The internal control procedures implemented in our Group and, in particular, those relating to the preparation and processing of accounting and financial information, are broken down on the basis of five components of the internal control system. This report also describes the procedures developed in order to identify, analyse and manage risks. In this respect, readers are invited to refer to the risk factors mentioned in chapter GENERAL PROVISIONS The driving force of the internal control system is based on the fact that it already exists within our Group. We have an entire set of measures intended to control and reduce the risks that may prevent us from achieving our targets. These measures include procedures, instructions, supervisory arrangements, authorisations, delegations of responsibility, etc. This system caters for the whole sphere of our Group: Divisions, BUs, legal entities, countries, directorates, departments and services. It is well-grounded within our Group and relates to all our business activities and processes. It is in this respect that our internal control system represents an integrated framework. Assystem s management is ultimately responsible for the implementation and due and proper functioning of the internal control system. Since it is responsible for initiating and driving the clearly expressed intention to implement an integrated internal control system, Assystem s management is the guarantor of this system, and all players within the Group are involved. In practice, to ensure effective and simple functioning, our internalcontrol system is based on the principle of process ownership. In other words, the divisional and service supervisors are the owners of the first step of our integrated internal control system. Projects are carried out by work teams close to their clients, to deliver the right solutions within a short space of time. To help teams respond swiftly and to allow each profit centre manager to take the necessary decisions, a decentralised structure has been set up within operating units. The table below summarises the main roles to be assumed by each category of operator. PLAYERS Management Board Operational Management Operational and functional personnel Internal Audit Department Audit Committee ROLES EXPECTED CONCERNING INTERNAL CONTROL Initiates and publicises the internal control system, providing clear information on this. Is responsible for its roll-out within the Group and for its due and proper operation. Ensures that the internal control system is coherent with the Group s strategy and its portfolio of risks. Is responsible for its implementation within its scope (i.e., division, BU, legal entity, country, department, service) and its correct functioning. Ensures that the internal control system is aligned with the structure, strategy or tactics and organisation of its scope Actively participate in the implementation of the system of internal control. Carry out work and operations in compliance with the defined internal control system. Inform Management of malfunctioning and are involved in the search for corrective solutions. Assists the Management Board and Management with rolling out and implementing the internal control system. Advises the Management Board and Management on the appropriate riskmanagement process. Ensures a fair balance between controls and risks. Assesses the internal control system in terms of design and effectiveness. Assists the Audit Committee with its supervisory role. Ensures the existence of a coherent internal control system that is compatible with the Group s strategy and risks. Approves the internal audit plan and is regularly informed of the conclusions of audits and the recommendations implemented. Consults the Internal Audit Department in order to form an opinion on the design and effectiveness of the internal control system. Ensures the effective functioning of the riskmanagement process. Monitors the process of drawing up the financial information. 73

76 CHAPTER 6 THE PRESIDENT OF THE SUPERVISORY BOARD S REPORT AIMS OF INTERNAL CONTROL Internal control is a system that aims to reasonably ensure: The reliability of financial information, Compliance with legislation and regulations, The due and proper functioning of our internal processes, such as those contributing to the protection of our assets (tangible or intangible), The application of the instructions and policies set by General Management and the Management Board; and, generally, contribute to controlling activities, the efficiency of operations and processes, and the efficient use of resources. As a result, the internal control system has five aims which may be summarised as follows. AIMS REASONABLE ASSURANCE Delegations of authority and responsibilities are formalised in writing after having been approved by the Management. They are reviewed as and when required, particularly to take account of changes which occur. The code of conduct describes the values and principles for the Group s actions. Although this code has been approved by the Supervisory Board, it remains to be disseminated to all of the Group s employees. Responsibilities The responsibilities entrusted to employees are set out in writing in job descriptions which are validated by their superiors and backed-up, where applicable, by delegations of authority. The job descriptions help to clarify the nature of the work and transactions which are entrusted by highlighting the nature and method of supervision and by integrating, as and when required, the internal control dimension by specifying the responsibilities connected with compliance with procedures and their updating. Finance Compliance Operations Integrity That the financial information produced and published is reliable That laws, regulations, standards and all other obligations are respected. That the operations, activities and processes are high-performance and efficient. That the assets (human, tangiblel and intangible) are secure and protected. The delegations of authority describe the permanent or temporary transfer of responsibilities and primarily relate to the departments involved in financial transactions (making and authorising investments, limits set regarding procurement, supplier payments, etc.). The bank signing authorities introduced locally must reflect the delegations granted as closely as possible. The suitability of resources in respect of the assigned targets represents an essential aspect for the Group due, in particular, to the high levels of staff turnover in the engineering and consulting businesses. Strategy That targets are achieved in order to contribute to the Group s mission and strategy THE DIFFERENT COMPONENTS OF THE INTERNAL CONTROL SYSTEM Note The main procedures of the internal control system, in particular, those relating to the preparation and processing of accounting and financial information, are mainly described in the «Organisation, responsibilities, operating procedures, tools» section Organisation, responsibilities, operating procedures, tools Organisation Generally, the Group s organisation is based on significant decentralisation which in turn involves high levels of delegation. The delegation of operational, functional and legal responsibilities to Assystem s corporate officers and managers requires an internal control system which is adapted to this type of organisation. In this respect, the Human Resources Divisions have a key role in ensuring this suitability. With the agreement of the functional departments, the Human Resources Divisions establish staff training plans and coordinate the annual performance appraisals which enable the achievements for the year elapsed to be reviewed, targets for the following year to be defined and the skills to be acquired, consolidated and identified. Operating procedures BUSINESS OPERATING PROCEDURES The Quality Management System (QMS) is a quality benchmark tool accessible on the Group s intranet. The QMS includes a mapping of business processes and a set of related procedures and instructions. On this basis, the Quality Managers carry-out periodic audits in order to assess compliance with the standards implemented. Pre-sales and clients contracts Pre-sales and clients contract processes are defined in the QMS. Before any bid is submitted, an internal decision-making process takes place to decide whether to respond to the clients call to tender. If the decision is positive, a technical and commercial bid is validated from technical, financial, and legal points of view. Therefore, the structure and the information systems which the Group has chosen to introduce contribute effectively to steering activities in compliance with the principles of decentralisation and delegation. 74

77 CHAPTER 6 THE PRESIDENT OF THE SUPERVISORY BOARD S REPORT Performing the service and reviewing ongoing projects Contracts are managed by project managers; reviews involving an examination of the project status, the associated costs and revenues, cash flow and margin at completion are organised quarterly for the major fixed-payment projects. In addition, a specific team within the Group, essentially composed of operational managers, conducts periodic audits covering all the Group s Business Units. During 2009, this team reviewed about 50 projects In particular, a summary of these audits was sent to the Group s Management and to the Internal Audit Department. Project reviews are also organised every quarter at the Group s head office. These reviews relate to projects of over a certain amount and projects with specific characteristics or which are exposed to specific risks. Human resources, recruitment, and payroll management Human resource requirements are defined by line management; recruitment procedures are defined in the QMS. Payroll is centralised at 3 sites in France, representing more than 70% of the Group s workforce. ADMINISTRATIVE PROCEDURES Budgeting and management control The Group s various operating units prepare and present their strategy and annual budget to the Management Board. The monthly analysis of the different key reporting elements enables the Group s Finance Division to analyse differences between actual figures and forecasts and to detect any major errors by cross-checking. Consolidation The company s consolidated financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS), based on accounting data prepared under the responsibility of operating unit directors. The points that are particularly significant for the company are subject to centralised work by the Financial and Accounting Department (acquisition and divestiture of assets, and tests covering the value of assets). Accounting The ERP introduced covering the scope of Assystem France provides a better guarantee of the integrity of data via the routing of information within the applications. The Group s Accounting and Tax Division coordinates the closing accounting work and, if necessary, sends out memorandums and instructions to all the subsidiaries. In addition, the Group s Finance Division meets regularly with the Statutory Auditors in order to present the specific transactions for the financial year and the options chosen in relation to accounting standards in force. Financing and treasury The Group has introduced centralised management of cash and investments via a cash pool established for euro-zone countries. The Management Board defines the cash management policy every year and its aim is to guarantee the liquidity and security of investments. In terms of the Group s French companies, cash flow, exchange-rate hedges and interest-rate hedges are centralised at head office. The number of banks is limited. Financial commitments Financial commitments, including off-balance sheet commitments, require prior approval; in addition, operating units must list all commitments given and received by them, during the account closing process. Investments During 2009, the Group improved control of the investments that were made. Thus, an investment-authorisation procedure was developed and disseminated to all of the Group s subsidiaries. Insurance The list of insurable risks and the risk coverage policy are managed by the Legal Affairs Division. The Human Resources Division of Assystem France is responsible for the specific insurance programme to be implemented pursuant to expatriation assignments of employees or assignments whereby employees of foreign subsidiaries are seconded to the Company. Disputes Disputes of Assystem SA and its subsidiaries are monitored and reported on continually by the Group s Legal Division in conjunction with the legal business advisors from the Operating Divisions. A summary status report is prepared every six months. The financial impact of these disputes is studied by the Chief Financial Officers of each Operating Division, reviewed by the Group Finance Division and verified by the Internal Audit Division. Disposals - Acquisitions Disposal and acquisition transactions are validated by the Group s Management Board; an ad hoc committee meets in-house to analyse and validate the various suggestions. Disposals are subject to approval by the Supervisory Board. Communication of results The preparation and validation of press releases and investor presentations concerning Group results are governed by a special procedure involving the Financial and Legal Affairs Division, the Communications Division, the general management and the statutory auditors. Draft releases of financial data are submitted to the Audit Committee and the Supervisory Board. Tools The Group has introduced a whole set of key indicators which enable it to monitor project management. These indicators are monitored during quarterly reviews. The Group s financial reporting also includes a series of indicators and aggregates which allow for a finer tuned analysis of the performance levels of the different subsidiaries and Business Units. In 2009, this set of indicators was supplemented by specific monitoring of the Group s indirect costs. The Group s internal control measures consolidate the tools introduced. In order to take account of the Group s significant decentralisation and the resulting specific aspects, in 2008 the Group s Management 75

78 CHAPTER 6 THE PRESIDENT OF THE SUPERVISORY BOARD S REPORT distributed a brochure concerning the internal control system introduced. The purpose of this brochure is not only to inform the Group s different operators but also to contribute to highlighting the main directions of the internal control policy which the Group has decided to adopt Internal dissemination of information The intranet and the reporting and consolidation system represent the two combined ways that are used by the Group to disseminate key information essential for the fulfilment of its responsibilities. In particular, the Group s Intranet hosts the QMS manual and the main procedures applicable in France. These procedures relate to IT, human resources and project management. All the subsidiaries are equipped with the reporting and consolidation system (LINK). It contains the financial information published by the Group. In 2008, the standardisation of information submitted was improved by the issuance of an accounting guide which was sent to all the Group s subsidiaries. The Group s head office Divisions send memorandums and procedures to the subsidiaries in order to ensure that common subjects, particularly investments, cash management, monitoring of trade receivables, etc., are dealt with coherently. Lastly, the Group s subsidiaries are responsible for the implementation and maintenance of information systems which are compatible with the financial information submission and project management objectives. The Group thus chose to maintain the variety of existing systems. The type of activities exercised and the size of the entities does not justify selecting a single system Collating, analysing and managing risks The Group attaches critical importance to proper management of the risks to which it is exposed. The main categories of risks to which the Group is exposed, to a greater or lesser extent, are as follows: Financial risks, Contractual risks, Risks relating to staff, Market risks, Risks relating to information systems. We would remind you that the «Risk Factors» chapter describes the main risks to which the Group is exposed and the measures implemented to address them. The quarterly project reviews help to identify the different risks for ongoing projects and for decisions to be made as to the initiatives to be implemented to reduce them; these mainly relate to fixed-price projects. They are carried-out using summary sheets and enable the following aspects to be reviewed: Recognition of revenue in accordance with the progress of the contract, Margin on termination, Cash flows Contractual risks and their provisioning, At least one member of the Management Board is involved in these reviews. Monthly project reviews are also organised in the Business Units. These reviews cover almost the whole sphere of ongoing projects. The Management Board and the Operating Divisions, together with the Human Resources Divisions, assess the risks relating to staff. In particular, these risks are related to the high levels of turnover in the engineering and consulting businesses. A member of the Management Board is specifically responsible for the most advantageous use of Human Resources within the Group. Working very closely with all the relevant parties, he defines the key aspects of the Group s Human Resources policy and the main priorities of the annual recruitment campaigns. These teams also work closely together in order to manage the risks relating to periods between contracts and to the transfer of skills from one sector to another in an optimum manner. The Group works with a diversified client base, which allows it to satisfactorily balance the risks relating to the market in which it operates. The Management Board meets as often as required by the changes which may occur within the Group s environment. The information systems represent a dimension which is vital for the Group to carry on its activities. In order to best confront the risks relating to these systems, the Group has established a series of procedures intended to guarantee the security of the systems and information, the integrity and the continuity of operations. These key procedures are the subject of a business continuity plan drawn up by Assystem France s Information Systems Division. The Group s Internal Audit Department has a permanent role of ensuring that risks identified by management are correctly analysed and managed. In its assignment reports, the Internal Audit Department reports to the Management Board on the risk areas which may not be covered by appropriate initiatives. During 2010, the Group shall undertake the mapping of its major risks. This mapping shall encompass the different categories of risks to which the Group is exposed and measure them in terms of impact and vulnerability (that is, net exposure to these risks, after taking account of existing control measures). The approach, involving risk mapping in order to establish the risks portfolio of the organisation and to define the action plan to be implemented for each of them, consists of the following stages: Questionnaires in order to identify objectives and the factors that may hinder their achievement. Interviews with General Management, the Functional Departments (Finance, IT Systems, Quality, HR, etc.), and the Operational Departments, so as to reconcile the strategic objectives and their operational roll-out and events likely to obstruct their fulfilment. The hosting of brain-storming workshops in order to validate the risks and prioritise them. 76

79 CHAPTER 6 THE PRESIDENT OF THE SUPERVISORY BOARD S REPORT This mapping shall be examined with reference to the Group s insurance programme in order to check that there is sufficient cover for major risks and, where applicable, to fine-tune the Group s insurance strategy. It shall be presented to the Management Board for discussion, approval and the appointment of a person responsible for monitoring from amongst its members Control work in line with the objectives Owing to the significant decentralisation within the Group and to the delegation policy in force, control work is decided upon by the subsidiaries management in compliance with the guidelines concerning the internal control system as set by Management. The main purpose of these controls is to reduce the major risks faced by the Group. The main categories of control work cover the following aspects: Contract authorisation: the Group has established a delegation policy allowing relevant managers to authorise contracts. This control work covers the successive stages of contracts: - Selection of invitations to tender - Replies to invitations to tender - Definition of invoice rates and pricing - Riders to contracts contract review: the Legal Division conducts independent reviews of contracts before they become effective. In particular, the Legal Division defines the general terms of service which also appear on invoices issued and sent to clients. Time management and invoicing: each subsidiary verifies the time entered into the applications provided for this purpose. The verification work enables the correctness of time allocation to ongoing projects to be ensured and for client invoicing to be triggered. Payments: the Group has introduced a policy of two signatories for means of payment. Under this principle, subsidiaries decide upon the expense-authorisation thresholds on the basis of the categories of authorised signatories. In order to step up supervision and control of certain distant subsidiaries, the Group Cash Department receives details of monthly expenses incurred in order to verify the latter after the event. Budget and budget amendments: each subsidiary presents the budget which it has established for the ongoing financial year. In particular, it is presented to the members of the Management Board who authorise budgets. Budget amendments made during the financial year are subject to the same procedure. Periodic results and reporting: periodic results are submitted every month via the reporting and consolidation application (LINK). The Group Finance Division conducts a critical review of these results and obtains any further information required to understand them from the various subsidiaries Permanent monitoring of the system and regular examination of its functioning Implementing the company s internal controls is one of the primary duties of the Board of Directors, Audit Committee, operating divisions, and operating divisions management. Management defines the general principles applicable to internal control and ensures that these have been properly applied within the company. The Audit Committee examines both the main financial statements and those related to control and internal audit. The Internal Audit Department plays a key role in monitoring and steering the internal control system. Its assignments are set forth in a plan which is approved by the Management Board and the Audit Committee. When assignments are completed, the Internal Audit Department makes suitable recommendations so as to increase the efficiency of internal control. These recommendations are included in a report which is discussed with the management of the subsidiaries and the relevant members of the Management Board. The reports are supplemented by an action plan and its status is sent for monitoring to the Internal Audit Department, and to be acted upon to the members of the Management Board responsible for ensuring the correct implementation of corrective actions. A summary of the assignments carried out is presented to the Audit Committee every six months. In 2009, the assignments carried out by the Internal Audit Department mainly related to audits to ensure the international subsidiaries compliance with the Group s rules. The Internal Audit Department also relies on operating audits carried out at the operating units, which focus on sales conditions and contract performance. Internal controls are also assessed by senior officers (e.g., the General Managers and Chief Financial Officers) via letters they prepare certifying compliance with procedures for preparing financial statements and other information provided in the preparation of the annual financial statements. The Group also attaches particular importance to the appropriate segregation of tasks in order to strengthen the control work relating to critical transactions, particularly payments. In small structures, the appropriate segregation of tasks is sometimes naturally limited owing to the organisation. In such cases, payment controls are introduced, essentially in the form of increased supervision by management which conducts an independent review of critical transactions for control and authorisation. 77

80 CHAPTER 6 THE PRESIDENT OF THE SUPERVISORY BOARD S REPORT Monitoring the 2009 action plan The Group has placed internal control within the framework of a continuous improvement plan having the specific aim of improving the operational effectiveness of processes. In this respect, the action plan established for 2009 focused on the following key areas: Detailed analysis of the constituent elements of the internal control system of four pilot entities. The work is currently being analysed and a summary of the conclusions will be presented to the Audit Committee during List of the major risks and reconciliation of the insurance programme with these risks. The list of risks will be compiled in 2010 according to a top-down process controlled by the Management Board. Implementation of a process for the self-appraisal of internal control by the management of subsidiaries. Self-appraisal is based on questionnaires that will be established for each key process. A summary of these self-appraisals will be presented to the Management Board and to the Audit Committee. The Internal Audit Department will use the results of the self-appraisals to carry out independent verification work from Self-appraisal has already been implemented in 5 entities representing 95% of the Group s consolidated revenue. The analysis work is in progress. In 2010, self-appraisal will be introduced in the other entities of the Group, with the assistance of internal audit. Distribution of the charter of ethics to all employees. The Group s charter of ethics will be distributed during 2010, after it has been updated. The Group s Management has instructed the Internal Audit Department to coordinate and monitor the implementation of this action plan. Paris, 12 March 2010 Michel COMBES President of the Supervisory Board 78

81 CHAPTER 6 THE PRESIDENT OF THE SUPERVISORY BOARD S REPORT 4 - STATUTORY AUDITORS REPORT ON THE REPORT OF THE SUPERVISORY BOARD PRESIDENT Statutory Auditors report on the report from the President of the Supervisory Board of Assystem SA, established in accordance with Article L of the French Commercial Code. Year ended 31 December 2009 To the Shareholders, management procedures on the preparation and processing of the accounting and financial information contained in the report by the President of the Supervisory Board, drawn up in accordance with the final paragraph of Article L of the French Commercial Code. Other information We hereby certify that the report of the Supervisory Board President contains the other information required by Article L of the French Commercial Code. Paris La Défense and Neuilly-sur-Seine, 29 March 2010 Statutory auditors As the Statutory Auditors of Assystem S.A. and pursuant to Article L of the French Commercial Code, we hereby present to you our report on the report by your Company s President for the year ended 31 December 2009, in accordance with Article L of the Commercial Code. KPMG Audit KPMG S.A. Department Denis MARANGÉ Partner Deloitte & Associés Bénédicte SABADIE-FAURE Partner The President is responsible for preparing and submitting a report to the Supervisory Board for adoption detailing the internal control and risk management procedures introduced by the Company and providing the other information required by Article L of the French Commercial Code relating, in particular, to the corporate governance policy, for the approval of the Supervisory Board. It is our responsibility to: present you with our observations on the information contained in the President s report regarding internal-control and risk-management procedures for the preparation and processing of accounting and financial information; and certify that the report contains the other information required by Article L of the French Commercial Code, it being stipulated that we are not responsible for verifying the accuracy of said other information. We have performed our work in accordance with the professional standards applicable in France. Information concerning the procedures for internal control and risk-management relative to the preparation and treatment of accounting and financial information. The professional standards require us to carry out the work necessary for assessing the accuracy of the information contained in the President s report on internal control and risk-management procedures for the preparation and processing of accounting and financial information. These procedures mainly consist of: informing ourselves of internal control and risk-management procedures relating to the preparation and processing of the accounting and financial information on which the information contained in the President s report is based, as well as existing documentation; acquainting ourselves with the work enabling this existing documentation and information to be prepared; determining if any significant failures in internal control on the preparation and processing of accounting and financial information that we may have identified in our tasks have been disclosed appropriately in the report of the President. 5 - OBSERVATIONS OF THE SUPERVISORY BOARD ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2009 We remind you that in accordance with Article L of the French Commercial Code, the Supervisory Board must present the Annual General Shareholders Meeting with its observations on the consolidated and parent company financial statements prepared by the Board of Directors, and on the management report submitted to the Meeting. We hereby specify to you that the financial statements for the fiscal year ended 31 December 2009 and the management report were submitted to the Supervisory Board within the regulatory and legal deadlines. The parent company financial statements for the year ended 31 December 2009 show the following items: total balance sheet: 325 M result for the period: - 12 M. The consolidated financial statements for the year ended 31 December 2009 show the following: total balance sheet: 428 M attributable net consolidated result for period: M. Given the above, we have no particular observations to make, either with regard to any of the points made in the Management Board s management report, or to the parent company and consolidated financial statements for the year ended 31 December Paris, 12 March 2010 The Supervisory Board Based on our audit, we have no particular observations to make on the information regarding the company s internal control and risk 79

82 CHAPTER 7 7 CONSOLIDATED FINANCIAL STATEMENTS 1 - CONSOLIDATED FINANCIAL SITUATION STATEMENT ASSETS NOTES Goodwill Intangible fixed assets Tangible fixed assets Investment properties Investments in associates Available-for-sale investments Other financial assets Deferred tax assets Total non-current assets In million Trade receivables Other receivables Corporate income tax receivables Other current financial and derivative assets Cash and cash equivalents Total current assets TOTAL ASSETS LIABILITIES NOTES Share capital Share premiums Consolidated reserves Result for period Equity, group share In million Intérêts minoritaires Consolidated equity Bond loans Other non-current financial and derivative liabilities Provisions Employee benefits Other non-current liabilities Deferred tax liabilities Non-current liabilities Other current financial and derivative liabilities Provisions Trade and related payables Corporate income taxliabilities Other current liabilities Current liabilities TOTAL LIABILITIES The attached notes form an integral part of the annual consolidated financial statement. 80

83 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS 2 - CONSOLIDATED INCOME STATEMENT In million NOTES Revenue Employee benefits expense Taxes and duties other than income tax Amortisation, depreciation and provisions expense Other ordinary operating revenues and expenses Ordinary operating result Other operating revenues Other operating expenses NET OPERATING RESULT Share in result of associates Net borrowing costs Other financial expenses and revenues Result for the period from continuing operations before tax Income tax expense Result for period from continuing operations Result for period from discontinued operations NET CONSOLIDATED RESULT FOR PERIOD Attributable: to Assystem SA shareholders to minority interests In euros Basic earnings per share Diluted earnings per share Basic earnings per share from continuing operations Diluted earnings per share from continuing operations Basic earnings per share from discontinued operations Diluted earnings per share from discontinued operations The attached notes form an integral part of the annual consolidated financial statement. 81

84 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS 3 - STATEMENT OF GLOBAL CONSOLIDATED RESULT FOR PERIOD In million NOTES Consolidated result for period Actuarial gains and losses on employee benefits Tax effect Actuarial gains and losses on employee benefits (net) Gains and losses on financial hedging instruments Tax effect Gains and losses on financial hedging instruments (net) Translation adjustments Total of other items in the consolidated result TOTAL GLOBAL RESULT Group interest Group interest in result Group interest in income and expenditure (in equity) Minority interests Share of minority interests in result Group interest in income and expenditure (in equity) The attached notes form an integral part of the annual consolidated financial statement. 82

85 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS 4 - CONSOLIDATED STATEMENT OF CASH FLOWS In million NOTES OPERATIONS Result for period Elimination of non-cash and non-operating transactions Net cash flow from operating activities Change in working capital requirement Income tax paid Net cash flow from operating activities INVESTING ACTIVITIES Asset acquisitions Asset disposals Securities purchases Securities disposals Loans to companies classified as available-for-sale assets Loans repaid by companies classified as assets Dividends received Cash flows from investing activities FINANCING ACTIVITIES Proceeds from bond issues and other borrowings Bond repayments Interest paid Dividends paid to shareholders of parent company Capital increases Transactions on treasury shares Cash flows from financing activities Net cash variation Cash and cash equivalents at beginning of period DISCONTINUED OPERATIONS Effect of non-cash items and exchange-rate fluctuations Variation in cash from continuing operations Cash and cash equivalents at end of period The attached notes form an integral part of the annual consolidated financial statement. 83

86 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS 5 - CONSOLIDATED STATEMENT OF CHANGES IN EQUITY SHARE SHARE ACTUARIAL RESERVES CAPITAL PREMIUMS GAINS RELATED TO AND LOSSES HEDGING RELATED TO INSTRUMENTS PERSONNEL BENEFITS Equity on 1 January Dividends distributed Capital increases in cash Share-based payment and free share allotments Transactions on treasury shares (net of tax) Total global result Appropriation of the financial results of the preceding period Other Equity on 31 December Dividends distributed Capital increases for cash Capital reduction Share-based payment and free share allotments Transactions on treasury shares (net of tax) Equity components OBSAAR net of taxes Put of minority interests on equity Total global result Appropriation of the financial results of the preceding period Other Equity on 31 December Dividends distributed Capital increases in cash Capital reduction Share-based payment and free share allotments Transactions on treasury shares (net of tax) Total global result Appropriation of the financial results of the preceding period Other Equity on 31 December The attached notes form an integral part of the annual consolidated financial statement. 84

87 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS In million TRANSLATION TOTAL OF RESULT FOR OTHER EQUITY, MINORITY CONSOLIDATED ADJUSTMENTS OTHER ITEMS THE PERIOD RESERVES GROUP SHARE INTERESTS EQUITY IN THE GLOBAL RESULT

88 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS 6- NOTES TO THE FINANCIAL STATEMENTS NOTE 1 GENERAL INFORMATION The Assystem Group (hereinafter referred to as the Group ) is a leading international consultancy group in the field of engineering and technology. It is a public limited company under French law (société anonyme) with a Management Board and Supervisory Board. Assystem, parent and head of the Group, has its registered office at 70 boulevard de Courcelles, Paris, France. The consolidated financial statements for 31 December 2009, as well as the accompanying Notes, were adopted by Assystem s Management Board on 9 March However, these financial statements are only considered definitive on their adoption by the General Meeting of Shareholders of 5 May The consolidated financial statements show the accounting situation of Assystem and its subsidiaries. They are presented in millions of euros, rounded to the nearest hundred thousand. NOTE 2 SIGNIFICANT EVENTS 2009 was distinguished by three major events: The collapse of the automobile market as a result of the economic crisis, the impact of which on the profitability of outsourced R&D activities was very significant, Significant restructuring of Assystem Italy, due to its very high exposure to the automobile sector. This restructuring, which was decided in 2009 for a total cost of 4.2 million, concerned 85 employees out of a total headcount of 150 persons. Lastly, the difficulties encountered in the Anglo-Indian activities of the subsidiary Silver Atena led the Group to recognise goodwill impairment of 10.3 million. NOTE 3 ACCOUNTING PRINCIPLES General principles In application of European Regulation Nº 1606/2002 of 19 July 2002 on international accounting standards, the consolidated financial statements of the Assystem Group for the year ended 31 December 2009 have been prepared under International Financial Reporting Standards (hereinafter IFRS ) applicable as adopted by the European Union, on the date of preparation of these consolidated financial statements. They are presented over 3 financial years. The IFRS as adopted by the European Union differ in certain aspects from the IFRS published for the IASB. Nevertheless, the Group has ensured that the financial information for the periods presented would not have been substantially different if the IFRS as published by the IASB had been applied. Standards and interpretations issued The Group has applied to its consolidated financial statements, the amendments to the standards and the interpretations coming into force on 1 January 2009 and adopted by the European Union. The rules having an impact on the Group s consolidated financial statements are: The amendment to the IAS 1 standard - Presentation of financial statements, Amendment to the IFRS 7 standard Financial instruments: improvement of the information to be supplied on fair value and liquidity risk. The IFRS 8 standard operating segments, replacing the IAS 14 standard. The application of the revision to IAS 1 has had an impact in terms of presentation of financial statements over all periods presented. In relation to this revision, the Group has opted to: Change the name of the balance sheet, which becomes the Consolidated Financial Situation Statement, Supplement the income statement with a statement of global consolidated result for period, which groups the result for the financial year and the other income and expenditure recorded in the other items of the overall result. These components were previously presented in a Gains and losses recognised for the period statement. The application of the amendment to the IFRS 7 standard improvement of information to be supplied on financial instruments had an impact in terms of presentation of the notes to the financial statements. This amendment required additional information concerning valuation at fair value and liquidity risk. The information relative to the valuation at fair value is presented by class of financial instruments in note 5 and that relative to liquidity risk in note 27. The application of the IFRS 8 standard had no impact on the presentation of operating segments or on the amount of goodwill allocated to each operating segment. The other amendments to standards, and the interpretations that came into force on 1 January 2009, are not applicable within the Group or had no significant impact on the Group s consolidated financial statements at 31 December These were: The IAS 23 standard Borrowing costs, revised in 2007, The amendment to the IFRS 2 standard Share-based payment relative to the conditions for acquiring rights and recognising a cancellation, Annual improvements to the IFRS standards The amendment to IAS 32 and IAS 1 Amendment relating to reimbursable financial instruments and obligations arising on liquidation, The amendment to IFRS 1 IAS 27 Cost of an investment in a subsidiary, jointly-controlled entity or associate, The amendments to IFRIC 9 and IAS 39 Embedded derivatives, The interpretation of IFRIC 11 Group and Treasury share transactions, The interpretation of IFRIC 13 Clients loyalty programmes, The interpretation of IFRIC 14 - IAS 19 Limitations on assets for defined-benefit schemes, minimum funding requirements and their interaction. The new documents issued by the IASB and optionally applicable at 31 December 2009 are as follows: The IFRS 3 standard Business combinations (revised), The IAS 27 standard Consolidated and separate financial statements (revised), 86

89 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS The 2008 amendment to IAS 39 Exposure eligible for hedge accounting, April 2009 annual improvement to the IFRS standards The amendment to IFRS 2 Recognition of plans unwound in cash within a Group : The amendment to IAS 32 Classification of subscription rights, The interpretation of IFRIC 12 Service Concession Arrangements, The interpretation of IFRIC 15 Agreements for the construction of a real estate asset, The interpretation of IFRIC 16 Hedges of a net investment in a foreign operation, The interpretation of IFRIC 17 Distributions of Non-Cash Assets to Shareholders, The amendments to IFRIC 14 Early payment of minimum funding requirements, The interpretation of IFRIC 18 Transfers of assets from clients, The Group has not opted for early application of standards and interpretations whose application was not obligatory on 31 December Consolidation method Consolidated subsidiaries The businesses over which the Group exercises control are consolidated. Control is understood as the ability to govern the operating and financial policies of the entity in order to obtain the benefits thereof. The results of consolidated companies are included in the financial statements as from the acquisition date or up to the date of loss of control of the subsidiary. Inter-company balance sheet and income statement transactions are eliminated. Minority interests in the equity are presented separately in the financial statements. Losses attributable to minority interests in excess of their share in the net situation are allocated to Group interests unless the minority shareholders have a commitment to and are able to compensate for these losses. Associates The equity method applies to all associates in which the Group has a significant influence, assumed to exist when the percentage of voting rights held is over or equals to 20%. Translation of foreign companies financial statements and foreign-currency denominated transactions Functional currency and presentation currency The financial statement figures for Group entities are measured in the currency of the primary economic environment (that is, in which the entity mainly generates and expends cash: this is called the functional currency). The presentation currency of the Group financial statements is the euro. Transactions and balances Foreign-currency denominated transactions are translated into the functional currency using the exchange rate in effect on the transaction date. Exchange-rate profits and losses resulting from the unwinding of these transactions and those resulting from the conversion, at rates in force on the date of closure, of monetary assets and liabilities denominated in foreign currencies, are booked to the result, except where they are recognised within other items in the global result. The income and expenditure booked to other items of the global result corresponds to the effective part of eligible cash-flow hedges and hedges covering a net investment in a foreign entity. Translation of subsidiaries accounts The financial statements of foreign subsidiaries of which the functional currency differs from the euro (that is, the account presentation currency) are translated: Using the closing rate method for the period balance sheet. The average rate method for the period income statement: this average rate is a value close to the rate on the date of the transaction, in the absence of significant fluctuations. Translation adjustments are recognised within the other items in the global result, under a separate heading. The goodwill of foreign companies remains in the functional currency of the subsidiary acquired and is converted into the presentation currency at the balance sheet date. Business combinations Business combinations are recognised using the purchase method. It is necessary to identify the acquiree s assets, liabilities and identifiable contingent liabilities and recognise them at fair value. Any excess of the cost of the business combination and the assets, and liabilities and contingent liabilities measured at fair value is recognised in Goodwill. For this purpose, an analysis is conducted for each acquisition of a subsidiary, in particular in respect of clients (client and contract portfolios). In accordance with the provisions of IFRS 3 Business Combinations, goodwill recognised is no longer amortised but subject to at least annual impairment tests to identify any possible impairment loss that must be recognised. Goodwill is assigned to the Cash Generating Units, or to the groups of CGU defined by the Group: A CGU is the smallest identifiable group of assets of which the continued use generates cash inflows independent of those from other assets or another asset group. The level of the CGU used for testing goodwill is based on the characteristics of the business, the market, the segments or the geography of each of the activities. The Group conducts impairment tests at each year-end, or more often if there are signs of an impairment loss, in order to estimate the CGU s recoverable value. This in turn is the larger of the asset s net fair value and its value in use, that is, the discounted value of estimated future cash flows expected from the use of the CGU. Impairment must be booked for a CGU if its recoverable value is below its carrying amount and it must first be assigned to goodwill for the CGU. In the event of disposal of a company, the goodwill allocated to the subsidiary is taken into account in determining the proceeds of the disposal. Goodwill generated in the acquisition of globally consolidated companies is identified in a separate line of the financial statements. Meanwhile, the goodwill recorded for associates is included in the caption Investments in associates. 87

90 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Intangible fixed assets Under the provisions of IAS 38 Intangible Assets, only items of which the cost can be estimated reliably and from which it is probable that future economic benefits shall flow to the Group are recognised in intangible assets. They consist mainly of software (intangible assets with a finite useful life), which is amortised in accordance with its type over its useful life, of between 3 and 5 years, on a straight-line basis: Administration software... 5 years Production software production...3 to 5 years Office automation software...1 to 3 years Regarding internally generated fixed assets, the Group capitalises development costs when they fulfil all the conditions defined in IAS 38. Capitalisable costs are those incurred as from the date when the Group can demonstrate all the following: The technical feasibility needed to complete the intangible asset with a view to its entry into service or sale, The intention to complete and use or sell the intangible asset, The ability to use or sell the intangible asset, How the non-current asset shall generate probable future economic benefits, The current or future availability of the resources needed to implement the project; and, Its ability to measure reliably the expenses related to this asset. All expenses that can be reasonably, consistently, systematically and directly attributed to the creation, production and preparation of the asset with a view to its planned used are capitalised. Indirect sales, administrative and general costs are excluded. They are amortised over the useful life. Intangible assets are measured at amortised cost, that is, the historical cost on the initial recognition date increased by subsequent amortisable expenses and decreased by cumulative amortisation expenses and recognised impairment losses. Tangible fixed assets Under IAS 16, assets held either to be used in the production or the supply of goods and services, or used for administrative purposes are classified as tangible fixed assets. These are recognised on the balance sheet if it is probable that the future economic benefits attributable to this asset shall flow to the Group and the asset s cost can be measured reliably. Subsequent costs are included in the value of the fixed asset or recognised separately if probable that future economic benefits attributable to this asset shall flow to the Group and the asset s cost can be measured reliably. Ongoing maintenance costs are recognised in period expenses. The residual value is taken into account in the depreciable amount when considered material. Different components of a fixed asset item are recognised separately when their estimated useful lives and so depreciation periods differ significantly. Investment properties Investment properties are defined in IAS 40 as properties held for the purpose of obtaining rent or capital appreciation, or both, rather than to be used for production or administration or to be sold in the ordinary course of business. Investment properties are valued at fair value with changes therein taken to the period income statement. Finance leases The items financed using a lease or long-term rental contract that transfers substantially most risks and benefits inherent in ownership of the asset to the lessee are recognised in fixed assets. Trade receivables This caption includes: services invoiced but still to be paid, services to be invoiced (possession of a signed contract, purchase order or fax evidencing an intention to order measured at the sale price), work in progress: services performed for which there is no signed contract, purchase order or fax evidencing an intention to order (measured at cost price and percentage completion). Trade receivables are initially recognised at fair value, then at amortised cost, using the effective interest-rate method, less provisions for depreciation. Provision is recognised if there is an objective indication demonstrating that the Group is not able to recover all of the amounts initially specified by the terms of the debt. The amount of the allowance equals the difference between the figure appearing in assets and the fair value of discounted future cash flows. They are depreciated over their useful lives, as follows: Various fixtures, fittings and facilities... 3 to 10 years Transport equipment...3 to 5 years Office and IT equipment:...3 to 5 years Furniture years They are valued at their historical purchase cost less cumulative depreciation and recognised impairment losses. The Group uses the straight-line depreciation method. 88

91 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Financial assets Pursuant to IAS 32 and 39, measurement of the financial assets depends on the category to which they belong. Financial asset sales and purchases are recognised on the transaction date, that is, when the entity commits itself to performing the transaction. Upon initial recognition, in the case of an instrument other than a financial asset which is at fair value through profit and loss, the entity must measure the asset at fair value plus transaction expenses directly attributable to the purchase. Derivative financial instruments are described in a specific Note. Financial assets held for trading Financial assets held for trading are those acquired mainly with a view to their short-term sale. Upon initial recognition they are designated as measured at fair value through profit and loss, except for investments in equity instruments without a price quoted on an active market and that cannot be measured reliably. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. They arise from the provision of goods and services but also of money market funds to a debtor that are not intended to be traded. They are included in current assets, except for the long-term portion. They are valued at amortised cost. The amount of any impairment loss corresponds to the difference between the recoverable amount of the asset and the amortised cost on the balance sheet date. The recoverable amount is the sum of probable future cash flows discounted at the operation s initial EIR. Any impairment loss is recorded on the income statement and is reversible in the event of a favourable change in estimates. Held-to-maturity investments Held-to-maturity investments are receivables with given due dates generating fixed or determinable cash flows. Two conditions relative to the Group should be added to this condition relative to the debt: it must intend and be able to hold the receivable until its maturity. They are valued at amortised cost. Available-for-sale investments This category includes those assets not classified in one of the above categories. They are assessed at fair value, variations in fair value being recorded in other items of the global result until actual sale, with the exception of impairment, which is recognised in the result. Available-for-sale investments in particular include non-consolidated securities. For listed securities, fair value is the market price. If the fair value cannot be measured reliably, the securities are recognised at their historical cost. On each balance sheet date, the fair value of financial assets available for sale is calculated and recorded in assets. If there are objective signs of an impairment loss (lasting or significant impairment), an irreversible impairment loss is recognised on the income statement, which can only be reversed on the disposal of the securities. Treasury shares Pursuant to IAS 32, shares in the Group parent held by itself or one of its subsidiaries are recognised as a reduction to equity at acquisition cost. No change in the fair value of these shares is recognised. Capital gains or losses net of tax on disposal of treasury shares are recorded directly in equity. Cash and cash equivalents The amount appearing in the balance sheet caption in the item Cash and cash equivalents includes cash (cash on hand and demand deposits) and cash equivalents (highly liquid short-term investments readily convertible for a known amount of cash and subject to an insignificant risk of a change in value). Cash and cash equivalents exclude investments in listed equities, investments with an initial maturity of more than three months and no possibility of early disposal, and bank accounts subject to restrictions (blocked accounts). Net cash on the cash flow statement includes cash and cash equivalents after deduction of bank overdrafts. Loans and debts General principles Loans and financial liabilities are initially recognised at fair value less transaction expenses and then at amortised cost calculated based on the EIR. They are divided between the current and non-current portions: liabilities to be settled within 12 months of the balance sheet date are classified in current liabilities. Bond loans with redeemable warrants (OBSAR) and bonds with redeemable share purchase warrants (OBSAAR) An OBSAR is a bond with an attached BSAR (redeemable share purchase warrant). Because of the presence of the BSAR, the rate of interest serviced is lower than for conventional funding. BSARs may be redeemed early if the issuer wishes to do so, under certain conditions. The difference between an OBSAAR and an OBSAR resides in the nature of the warrant attached to the bond, this being a redeemable warrant for the subscription and/or the acquisition of shares. The bond loans with redeemable warrants are considered to be hybrid instruments under IFRS, formed of both a debt portion and an equity instrument. For this reason, both components must be measured on the initial date and presented separately on the balance sheet. The debt component appears in the caption Bond loans in the amount of the future contractual cash flows discounted at the market rate applicable on the issue date for a standard bond, that is without redeemable warrants, with the same due date, to which an appropriate credit spread is added for similar bonds on the issue date. The equity component is recognised in consolidated reserves in an amount equal to the difference between the proceeds of the issue and the value of the debt component discounted as set out above. As required by IFRS, issuance expenses are recognised as a reduction to the debt and equity components. 89

92 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Other non-current liabilities Put on minority interests The Group may grant minority shareholders in certain of its subsidiaries commitments to repurchase their holdings. The exercise price for these transactions may be fixed or established according to a predefined calculation formula. The Group books a financial liability for the put options granted to minority shareholders in the entities concerned. The difference between the debt for the repurchase commitments and the carrying amount for the non-controlled interests is booked as a deduction to equity. The liability is initially recognised for the current value of the exercise price, then at subsequent closures, on the basis of the fair value of the shares potentially purchased if the exercise price is based on the fair value. Subsequent variation in the fair value of the commitment is booked in the financial result. Derivative instruments The Group uses financial instruments to manage and reduce its exposure to interest and exchange-rate risks. Derivatives are initially recognised on inception at fair value and then subsequently remeasured. The recognition method for gains and losses in fair value depends on whether the derivative instrument is designated as a hedging instrument or not, as well as the type of item hedged. On inception of the hedge, the Group documents the relationship between the hedged item and the hedging instrument, as well as its own risk management objectives and hedging strategy. The Group also documents its estimates both on inception and prospectively to determine the effectiveness of the hedge in offsetting variations in the fair value or the cash flows attributable to the hedged risk. Fair value hedge These are intended to hedge the exposure to changes in the fair value of a recognised asset or liability, an identifiable portion of such an asset or a liability, or a commitment to sell or purchase an asset at a fixed price that is attributable to a given risk and shall affect the results presented. Changes in fair value are recognised on the income statement. Cash flow hedge These aim to hedge the exposure to changes in cash flows attributable to a specific risk associated with a recognised asset or liability or an expected transaction that shall affect results. The Group applies cash flow hedge accounting when the following conditions are met: there is internal documentation on the hedge in place, the hedge is highly effective, the planned transaction covered by the hedge is highly probable and carries exposure to changes in cash flows that could ultimately affect results. Changes to the fair value are recognised in other elements of the global result for the effective part, and the ineffective part is assigned to the income statement for the period. If the hedging instrument expires, is sold, is cancelled or exercised, the profit or loss initially recognised in other elements of the global result must be separately maintained in other elements of the global result until the planned transaction takes place. If the commitment or transaction is no longer expected to be fulfilled, any net result recognised directly in other elements of the global result is transferred to the income statement. Provisions The Group recognises provisions when the enterprise has an existing current contractual, legal or constructive obligation resulting from a past event, for which the entity shall probably incur an outflow of financial resources to fulfil the obligation and that can be measured reliably. If the effect is significant, provisions are discounted using a rate that takes into account the risks specific to the transaction and the term of the provision. The effect of discounting is recognised in financial results. Employee benefits The Group accounts for defined-benefit and defined-contribution plans in respect of retirement commitments in accordance with the laws and practices of each country where present. Defined-contribution plans These are plans whereby an entity pays fixed contributions into a separate entity (a fund) and where its commitment is limited to the amounts paid to this other entity. The Group has no legal or constructive obligation to pay additional contributions if the fund has insufficient assets to provide all the benefits corresponding to the services provided by the staff for the years before ceasing employment. The actuarial risk, that is that the benefits may be larger than expected, and the investment risk that the assets invested shall not be enough to pay the benefits expected are not borne by the employing entity. For basic and other defined-contribution plans, the Group recognises the contributions payable in expenses when due and no provision is booked, the Group having no obligation in excess of the contributions paid. Defined-benefit plans All post-employment benefit plans other than defined-contribution systems are defined-benefit plans. In this case, the entity is committed to paying the benefits agreed (a given benefit level) to active and former employees. There are two main situations: the enterprise may pay contributions to a separate entity, but must pay additional contributions (or pay benefits not covered) if the entity has insufficient assets to provide the benefits for the services provided by personnel; and the enterprise may itself assume the payment of benefits and cover these from its own assets. In essence, the entity bears the actuarial and investment risks. In this respect, the Group recognises its retirement commitments using the projected unit credit method as required by IAS 19 - Employee Benefits. This measurement includes assumptions about mortality 90

93 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS rates, staff turnover and future salary forecasts. The liability recognised on each balance sheet date is the discounted value of the defined benefit commitments adjusted for unrecognised past service costs: the present value is the discounted amount of future payments expected to fulfil commitments resulting from services provided in the year and previous years, less the fair value of plan assets. In accordance with the option specified by the IAS 19 standard, the Group recognises actuarial gains and losses in other elements of the global result. Deferred taxes Deferred taxes are calculated on the difference between the assets and liabilities recorded in the financial statements and the corresponding taxable value in the tax calculations. They are accounted for using the liability method. A deferred tax liability is generally recognised in respect of existing taxable temporary differences, except for exemptions envisaged in IAS 12. A deferred tax asset, in particular on unused tax credits and losses and deductible temporary differences, can only be recognised if probable that the entity shall have future taxable profits against which it can be offset. To assess the Group s ability to recover these assets, in particular the forecast future taxable income, the portion of non-recurrent expenses included in past losses and not expected to recur in future and the preceding years past record of taxable profit are taken into account. A deferred tax liability is recognised for taxable temporary differences relating to investments in associates even if there is no probable distribution (where the Group does not control the enterprise and so cannot determine its distribution policy). This is except if there is an agreement envisaging that the profit of the associate shall not be distributed in the foreseeable future. The deferred tax for a gain or loss recognised directly with an offsetting entry in equity is also recognised with a corresponding entry in equity. Deferred tax assets and liabilities are offset by the tax authority and are not discounted. The Group offsets its deferred tax assets and liabilities if it has a legally enforceable right to offset current tax assets and liabilities and these deferred taxes concern corporate income taxes accruing to the same tax authority. The Finance law for 2010, voted on 30 December 2009, removed the liability of French tax entities for the business tax from 2010, replacing it with two new contributions: The company real-estate contribution (C.F.E), based on the realestate rental values used for the current business tax; The contribution on the value added by companies (C.V.A.E), based on the added value featuring the corporate accounts. Following the above-mentioned tax change, the Group re-examined the accounts treatment of the tax in France in relation to IFRS standards, taking into account the latest available analysis on the accounts treatment of taxes, particularly those supplied by the IFRIC. The Group took the view that the tax change mentioned above led, in reality, to the replacement of the business tax by two new taxes of different types: The CFE, the amount of which depends on real-estate rental values and which may, where appropriate, be limited to a percentage of the value added, has significant similarities with the business tax and will therefore be recognised in operating expenses in 2010, just like the business tax; The CVAE, according to the Group s analysis, meets the definition of a tax on profit as stated by IAS 12.2 ( tax based on taxable profit ). In carrying out its analysis, the Company took particular note of IFRIC s decision not to add the subject to its agenda in March 2006 and May 2009 concerning the field of application of the IAS 12 standard Tax on profit. The IFRIC specified that, to come within the application of IAS 12, a tax must be calculated based on a net amount of income and expenditure and that this net amount may not be different from the net result. The Group formed the opinion that the CVAE fulfilled the characteristics mentioned in this conclusion, insofar as the added value constitutes the interim level of the result that is always used as the basis, according to French tax rules, for determining the amount due for the CVAE. In accordance with the provisions of IAS 12, the categorisation of the C.V.A.E as a tax on profit led to the recognition, from 31 December 2009, of deferred taxes relating to the time differences existing on that date, in consideration of a net charge to the income statement for the financial year, since the French Finance law was approved in This deferred tax is presented on the line tax on profit. Furthermore, from 2010, the total amount of the current and deferred charge relative to the CVAE will be presented on this same line. In this respect, a deferred tax charge of 0.2 million was recognised during Share subscription or purchase options Share-based payment Pursuant to IFRS 2 Share-based Payment, the Group recognises operations with employees remunerated in shares as an offsetting expense. Benefits granted to employees as part of share option or free share allotment plans are recognised at fair value. They are included as an expense calculated on a straight-line basis over the vesting period of the rights. Option valuations for measuring the employee benefits expenses are calculated using the Black & Scholes model for stock options. Although this restatement decreases the consolidated net result by recording an employee benefits expense, it has no effect on overall Group equity. Only options granted after 7 November 2002 with rights not vested by 1 January 2005 were recognised in the employee expenses, with an offsetting increase in equity (plans settled in shares). Revenue The items recognised in revenue are the gross inflows of economic benefits received or receivable by the entity on its own behalf for the period as part of its ordinary activities when these result in increases to equity. The standard requires that revenues be measured at the fair value of the consideration received or receivable. This fair value generally corresponds to the amount of the cash or cash equivalents expected. Group revenue is recognised over the period in which the services are 91

94 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS provided and consists of: invoices issued or issuable for services (recognition of the margin dependent on agreement from the clients in the form of a purchase order or any other commitment); the valuation at cost price of the services for which the entity has acquired an expectation that it shall obtain the clients order (documented by clients practices or material items or factors); and, commissions for activities for which the Group is agent. Depending on the transaction type, the criteria for determining the percentage of completion for a given date can include: an assessment of work conducted; services provided as a proportion of the total services to be performed; and the costs incurred as a proportion of total costs expected. The criteria to be used are left to the judgement of the manager of the operational unit who, according to restrictions on his/her reviews of projects or the configuration of his/her application, will choose those that are most appropriate for the project. Group services are valued as follows: Technical assistance: these are services of which the valuation depends on the resources used. The revenue equals the time spent and established with the clients multiplied by an hourly or daily rate. Fixed fee: the required valuation method is that of percentage completion, irrespective of the frequency of invoicing. Possible losses are recognised on these contracts as soon as they become probable. Provision for losses on completion Any loss on a contract is recognised as soon as it becomes probable via the allocation of a provision, with an offsetting entry in operating expenses. This is calculated based on the percentage completion method less the loss already recognised and is immediately covered for 100%. The charge relating to the provisions for losses on completion is recognised in the item Amortisation, depreciation and provisions expense. Grants and tax credits Public grants are recognised in revenue on a systematic basis over the periods necessary, such as to be linked to the costs they are supposed to offset. Grants related to income are recorded either as a: deduction of the corresponding charge if intended to cover an identified expense. decrease to Other operating expenses if granted in a more general framework. The tax credits relating to operating expenses (research tax credits, etc.) are recognised in operating results as a deduction to the expenses with which they are associated using a procedure identical to that for grants. Ordinary operating result / operating result Ordinary operating result relates to the operating result before unusual, atypical and infrequent items. These consist mainly of restructuring costs, asset impairment losses (including on goodwill), capital gains or losses on disposals and other revenues and expenses of significant materiality. Net borrowing costs and other financial expenses and revenues Net borrowing costs consist of all results from items forming net debt in the period, including the results of related interest and exchangerate hedging. Net debt consists of Cash and cash equivalents plus the current and non-current derivative assets included in Other noncurrent financial and derivative assets and Other current financial and derivative assets, less Bond loans, Other non-current financial and derivative liabilities and Other current financial and derivative liabilities. Changes in the fair value of financial assets and liabilities included in the abovementioned items are excluded from net borrowing costs and classified in the net figure of other financial revenues and expenses. Other financial revenues and expenses are those of a non-operational nature (financial revenues resulting from the main activity of the enterprise, a subsidiary or branch of business and the financial revenues related to a commercial activity) that are not part of net borrowing costs. They consist mainly of dividends from non-consolidated companies, impairment of available-for-sale investments, results from the sale of available-for-sale investments, impairment and losses on the disposal of other current and non-current financial assets, discounting effects, changes in the fair value of financial assets and liabilities, exchange gains and losses on financial assets and liabilities and other miscellaneous financial revenues and expenses. Basic and diluted earnings per share Basic earnings per share are calculated by dividing the Group share of the result for the period by the average number of ordinary shares in circulation in the period. Diluted earnings are calculated from the net result for the year attributable to the Group s shareholders, net of the corresponding tax effect. The number of shares used for calculating diluted results takes into account the conversion of dilutive instruments that are outstanding and exercisable at period-end into ordinary shares. Treasury shares recognised as a reduction to equity are excluded from the calculations of basic and diluted earnings per share. Assets held for sale and discontinued operations A non-current asset or a group of assets and liabilities intended to be sold must be classified in assets held for sale if the carrying amount is to be recovered mainly through its sale rather than its continuing operation. For this to be the case, the asset or disposal group must be available for immediate sale in its current condition and the sale must be highly probable. If material, these assets or disposal groups are presented separately from other assets or asset groups. The value of assets classified as held for sale is measured at the lesser of the carrying value and fair value less costs to sell. A discontinued operation is defined as a significant component of a business that has been stopped or which is 92

95 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS classified as an asset destined to be sold, and which: Represents a significant geographical zone or activity of the Group; Is included as part of a unique and co-ordinated plan to withdraw from an activity or geographical zone that is significant for the Group; or Is a subsidiary acquired solely for the purpose of resale. If material, the income statement and cash flow statement items relating to these discontinued operations are presented separately in the financial statements for all periods presented. 93

96 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 4 PRINCIPAL SOURCES OF UNCERTAINTY RELATIVE TO THE ESTIMATES In accordance with IFRS, the consolidated financial statements are prepared by making a certain number of estimates and assumptions that can affect the assets and liabilities and the revenues and expenses on the consolidated balance sheet and income statement at the balance sheet date. These estimates are made by management based on the going concern principle using information available at the date of closing the accounts. They may change in accordance with events or new information that could require a reconsideration of the context in which they were prepared. Actual results may thus vary from expected figures. Against the background of a persistent economic and financial crisis, there may be greater uncertainty in certain estimates. In particular, it may be more difficult to assess the Group s economic prospects, particularly for carrying out asset impairment tests (see note 8). The Group has chosen to expand on the items that are most sensitive to these estimates. Recognition of revenue As mentioned in Note 3, Accounting principles, revenue is recognised at the fair value of the consideration received or receivable when the enterprise provides the goods or service. For revenues and results relating to long-term service contracts accounted for under IAS 11, the Group uses the percentage completion method, applying general revenue recognition policies subject to certain specific aspects such as contractually established milestones and costs incurred relative to total costs estimated under the agreement. The percentage completion is determined and revenues are recognised in accordance with numerous estimates based on monitoring of costs and on past experience. Initial estimates may, however, be adjusted over the term of the contract and could have significant effects on future results. Provisions for guarantees for fixed fee projects for losses on completion Provisions for losses on completion can be recognised for engineering contracts in accordance with the percentage completion, based on IAS 18 and IAS 11 (see Note 3 - Accounting principles, Revenue). A loss on a contract is recognised immediately via the allocation of a provision, after deduction of previously recognised losses, as soon as the loss becomes probable. The losses on contracts actually recorded may differ from the amounts originally provisioned, with an effect on future results. The quantitative information relative to provisions and guarantees covering fixed-fee projects for loss on termination are presented in note 22. Impairment of trade receivables and other accounts receivable Impairment is recognised for trade receivables and other accounts receivable if the discounted value of future receipts is less than the nominal value. The amount of impairment takes into account the debtor s capacity to honour its obligations and the age of the receivable. A smaller recoverability rate than estimated or default by an important client could negatively affect future results. The quantitative information relative to impairment of trade and related receivables is presented in note 15. Deferred taxes A deferred tax asset, in particular on unused tax credits and losses and deductible temporary differences, can only be recognised if probable that the entity shall have future taxable profits against which it can be offset. To assess the Group s ability to recover these assets, in particular, the forecast future taxable income, the portion of nonrecurrent expenses included in past losses and not expected to recur in future and the preceding years past record of taxable profit is taken into account. The quantitative information relative to deferred taxes related to tax deficits and temporary differences is presented in note 26. Impairment of goodwill Estimates covering calculation assumptions for the impairment of goodwill, together with sensitivity analyses, are presented in note 8. Employee benefits Estimates covering calculation assumptions for personnel benefits, together with sensitivity analyses, are presented in note 23. NOTE 5 MANAGEMENT OF FINANCIAL RISK The Group is exposed to the following risks in using financial instruments: Credit risk Market risk Liquidity risk This note includes information on the Group s exposure to each of the above risks and those resulting from early repayment clauses in covenants, as well as its risk management and measurement procedures, objectives and policy. Quantitative information appears in other Notes to the consolidated financial statements. The Supervisory Board defines and supervises the framework of the Group s risk management. The Management Board oversees the definition and control of the Group s risk management policy. The Group s risk management policy aims to identify and analyse the risks the Group must face, to define the limits for these risks and the 94

97 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS controls to be implement, to manage the risks and to ensure compliance with the limits defined. The risk management systems and policy are regularly reviewed to take into account changes in the Group s market conditions and businesses. In its management and training procedures and rules, the Group aims to foster a constructive, rigorous control environment in which the staff members have a good understanding of their roles and responsibilities. The Group s Audit Committee is responsible for applying the Group s risk management policy and procedures and for examining the suitability of the Group s risk management to the risks it must face. Internal Audit assists the Group s Audit Committee with its supervisory work. Internal Audit has performed regular, targeted reviews of the risk management procedures and controls, the results of which are reported to the Audit Committee Credit risk Credit risk represents the risk of the Group incurring a financial loss if contractual obligations were not fulfilled by a client or financial instrument counterparty. The carrying amount of financial assets represents the maximum credit risk exposure: In million CARRYING AMOUNT Available-for-sale investments Other current and non-current financial receivables Trade receivables Other receivables Cash and cash equivalents Other current financial assets and derivatives TOTAL Trade receivables Owing to the quality of its clients portfolio, the management believes that there is a limited credit risk associated with its clients. A classification of the ten largest clients, based on revenue, is given below: 2009 % OF GROUP REVENUE % OF GROUP REVENUE IN TOTAL EADS 20.8% 20.8% EDF 10.7% 31.5% Thalès Group 4.6% 36.1% General Electric 4.2% 40.3% Areva/Cogema 3.9% 44.2% Peugeot-PSA 3.5% 47.7% Alstom 3.4% 51.1% MTU 3.3% 54.4% Renault 3.0% 57.4% Spirit 3.0% 60.4% END OF PERIOD 60.4% Over and above a given threshold and when they are of an unusual nature, business contracts are systematically validated by the Legal Affairs and Insurance Department in order to detect, measure and process the Group companies business risk prior to any definitive firm commitment. The Company takes care not to accept clauses that it considers as unacceptable. Due to its client type, the Group experienced few losses in the period. 95

98 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS The table below summarises the variation in impairment losses for all trade receivables: In million Beginning of period Change in impairment END OF PERIOD The Group establishes an impairment level representing its estimate of losses incurred for the trade receivables. This corresponds to specific losses relating to significant individual risks. The Group does not recognise impairment for losses incurred but still to be identified based on historic payment information. Based on its experience and taking into account its trade receivable recovery policy, therefore, the Group believes the level of impairment in the year is in line with the risks incurred. The table below summarises all overdue trade and related receivables, together with the provisions constituted to cope with litigation and bankruptcies concerning invoiced clients: In million GROSS IMPAIRMENT GROSS IMPAIRMENT GROSS IMPAIRMENT LOSS LOSS LOSS 2009 % 2009 % 2008 % 2008 % 2007 % 2007 % Not due % % % % % % Up to 30 days past due % % % % - - Between 31 and 60 days past due % % % % - - Between 61 and 180 days past due % % % % % - - More than 181 days past due % % % % % % TOTAL % % % % % % Other current and non-current financial assets The other current and non-current financial assets are partly made up of deposit guarantees granted to institutions with which the Group has entered into property rental contracts. These deposits are returned to the Group at the end of the lease. The Group generally enters into commitments with leading real-estate market operators and so the credit risk is very limited. This caption also includes amounts disbursed as loans repayable for payments under the employer s construction contribution system in France (Effort à la Construction), applicable only in that country. These loans are repayable by public bodies after a twenty-year period and are subject to financial discounting. Lastly, this section includes a loan to Avances Services Réseaux inc., (ASR) which is held at 15% by Assystem Canada; in view of the percentage holding, the Company is not consolidated and its securities were fully depreciated in the consolidated accounts for At the beginning of 2007, several funding solutions granted to ASR during transactions for the cessation of Canadian activities were grouped into a loan of 1.4 million; as payments due on the loan were not honoured in 2009, this represented a balance of 1.3 million on 31 December 2009, including accrued interest. Given the negotiations and repayments that took place, a provision of 1.2 million was recognised, corresponding to the best estimate of the risk of non-recovery. This impairment is booked to Other financial income and expenditure. Other receivables These are essentially ordinary operating debts (tax and payroll) and debts relating to the Group s property transactions (2007 financial year). Cash and cash equivalents The Group s cash and cash equivalents stood at 92.9 million. The investments are mainly held at Assystem SA, which centralises the Group s cash in accordance with the investment policy decided by the Management Board. These represent short-term money-market funds, commercial paper, certificates of deposit and term accounts. 96

99 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Market risk Market risk relates to the possibility that changes in prices, such as in exchange and interest rates, can affect the Group s profits. Market risk management aims to manage and control market risk exposure within acceptable limits, while optimising the risk-return relationship. Interest-rate risk Management of the interest-rate risk is carried out by the Group treasury function which centralises the subsidiaries current and stable requirements and surpluses and implements the appropriate external financing in a centralised manner. The derivative financial instruments held on 31 December 2009 are swap and cap contracts with the following features: SWAP at a fixed rate of 3.184%, that is, 3.684% after applying the 0.5 percentage point spread, until March 2011 on the outstanding amount of 26 million of the 2005 OBSAR (bonds issued with redeemable share subscription/acquisition warrants). SWAP at a fixed rate of 4.044%, that is, 3.164% after applying the percentage point spread, until December 2011 on the outstanding amount of 65 million of the 2008 OBSAAR. CAP at 4.044%, that is, 3.164% after applying the percentage point spread, until December 2013 on a depreciated outstanding portion of the 2008 OBSAAR. During 2009, the sensitivity of the Group s profits to variations in interest rates was not significant (less than 0.1 million), due to the hedging instruments set up to cover its bond loans, together with the non-use of revolving credit. Information relating to previous financial years was as follows: a 10% increase in interest rates would have led to financial expenditure of 0.1 million during 2008 and 0.2 million during a 10% drop in interest rates would have led to financial income of 0.1 million during 2008 and 0.2 million during At the beginning of 2010, the Group renegotiated the interest-rate hedge on the 2008 OBSAAR, in order to benefit from the drop in interest rates. The swap at a fixed rate of 4.044% and the cap at 4.044% were cancelled and replaced by a fixed-rate swap at 3.53% against Euribor 3 month. Exchange rate risk Owing to the geographic diversity of its establishments and businesses, the Group is exposed to fluctuations in exchange rates. The volatility of rates may impact the Group s equity and profit. The Group is exposed to a conversion risk concerning the financial statements of foreign subsidiaries denominated in local currency, mainly the EUR/GBP. The sensitivity of the Group s profits and equity to exchange rates is presented in the following table: In million % -10% +10% -10% +10% -10% Impact on result impact on equity Elsewhere, transactions in a currency other than that of each subsidiary are not significant. The Group treasury area nevertheless hedges the exchange rate risk on contracts expressed in foreign currencies by forward-based sales or purchases in order to freeze operating margins. Counterparty risk The Group is exposed to counterparty risks as part of cash and risk management operations on financial markets. However, loans, hedging by derivative financial instruments and investments are conducted with top-ranking banking institutions approved by the Management Board. The Group s main banks are BSD-CIN, Société Générale, LCL, BNP Paribas and Calyon. Treasury produces a report every ten days on its positions, exposure and performance for the Chief Financial Officer. 97

100 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Liquidity risk The Company has specifically reviewed its liquidity risk and considers that it is able to meet future payments. The Group Treasury Department is responsible for managing the liquidity risk and it provides the Group s subsidiaries with appropriate short or long-term financing resources. Optimisation of liquidity is based on centralised management of the cash surpluses and requirements of the Group s subsidiaries. This management is carried out via cash-pooling agreements and intra-group loans and borrowings in compliance with local regulations. When the consolidated cash position is in surplus, it is managed with a target for liquidity and maximum yield. External financing is also centrally managed by the Treasury Department, thereby allowing for cost optimisation. The proportion of medium-term credit facilities / lines not drawndown at the balance-sheet date was as follows: In million CURRENCY DATE PUT AMOUNT COUNTER- AMOUNT AMOUNT INTEREST DRAW- DUE IN PLACE IN FOREIGN VALUE DRAWN AVAILABLE RATE DOWN DATE CURRENCY IN EUROS DOWN END DATE France EUR Euribor + 30/06/ /12/ % to 1.2% United Kingdom (*) GBP Libor +1.5% - - TOTAL (*): Line dependent on customer outstandings Residual contractual payments for financial liabilities break down as follows (interest payments included). For forecasting cash flows, the Group uses the 3M Euribor at December 31 for each year increased by the credit spread. In million 2009 CARRYING CONTRACTUAL - 1 YEAR FROM + 5 YEARS AMOUNT CASH 1 YEAR 2009 FLOWS TO 5 YEARS Bond loans Borrowing from credit institutions Finance-lease liabilities Sundry financial liabilities Other non-current liabilities Current bank borrowing Suppliers Other current liabilities * Straightforward rental obligations Total gross contractual obligations Derivative instruments TOTAL CONTRACTUAL OBLIGATIONS NET OF HEDGES * excluding social and tax debts and prepayments 98

101 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS In million 2008 CARRYING CONTRACTUAL - 1 YEAR FROM + 5 YEARS AMOUNT CASH 1 YEAR 2008 FLOWS TO 5 YEARS Bond loans Borrowing from credit institutions Finance-lease liabilities Sundry financial liabilities Other liabilities Current bank borrowing Suppliers Other current liabilities * Straightforward rental obligations Total gross contractual obligations Derivative instruments TOTAL CONTRACTUAL OBLIGATIONS NET OF HEDGES * excluding social and tax debts and prepayments In million 2007 CARRYING CONTRACTUAL - 1 YEAR FROM + 5 YEARS AMOUNT CASH 1 YEAR 2007 FLOWS TO 5 YEARS Bond loans Borrowing from credit institutions Finance-lease liabilities Sundry financial liabilities Current bank borrowing Suppliers Other current liabilities * Straightforward rental obligations Total gross contractual obligations Derivative instruments TOTAL CONTRACTUAL OBLIGATIONS NET OF HEDGES * excluding social-security and tax debts and prepayments 99

102 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Risks of early repayment arising from covenants The bond loans and revolving credit facility include covenants stipulating compliance with certain financial ratios. These ratios cover calculations on under-capitalisation (ratio of net borrowing to equity) and financial leverage (ratio of net debt to gross operating surplus). These ratios are calculated annually from data in the consolidated financial statements. Non-compliance with the covenants entitles the lender concerned to demand early repayment of the borrowing. At period-end, these ratios were significantly below the thresholds established in the agreements: In million GEARING RATIO UNDERCAPITALISATION RATIO Thresholds to be complied with in respect of bond loans and the revolving credit facility 2.75 and 1 According to the contractual procedures for calculating covenants, the Group has no net financial debt. 100

103 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 CONSOLIDATION SCOPE NAME COUNTRY FRENCH BUSINESS PERCENTAGE PERCENTAGE CONSOLIDATION ESTABLISHMENT INTEREST VOTING METHOD (SIREN) Nº RIGHTS French companies Assystem SA France Parent GC Eurosyn Développement SAS France GC Alphatest France ER ASG France GC Assystem France France GC Assystem Facilities France GC Assystem Innovation France GC Assystem Technologie et Services and subsidiaries France GC Assystem Facilities Management Services France GC SCI du Pont Noir France GC SCI SFIT France ER Athos Aéronautique France GC ANAFI France GC ANAFI Plus France GC Assystem International France GC SCICV Futura 3 France GC SCICV Arc en Ciel France GC Assystem Développement France GC Silver Atena SAS France GC Foreign companies Assystem Deutschland GmbH Germany GC Assystem Aerospace Germany Germany GC Atena Germany GC Silver Atena Electronic Systems GmbH Germany GC Assystem Iberia Spain GC Audifilm AssystemBrime Iberica SL Spain GC Silver Atena SL Spain GC AssystemBrime Portugal Portugal GC AssystemBrime Italia SRL Italy GC TFSI Guernsey GC Assystem Roumanie Romania GC Assystem Canada Canada GC Assystem UK and subsidiaries United Kingdom GC Silver Atena Ltd United Kingdom GC Silver Atena UK Ltd United Kingdom GC Specialist Services Ltd United Kingdom GC Assystem Slovaquie Slovakia GC Assystem Brime Engineering Consulting China GC A-Sino Automotive Engineering Corporation Ltd China GC Atena India India GC Silver Atena Electronic Systems Private Ltd India GC Silver Software Development Centre Private Ltd India GC Silver Atena Private Ltd India GC Assystem Belgium Belgium GC ASM Technologies Morocco GC Silver Atena Inc United States GC GC: global consolidation ER: reported by equity method Relations between Assystem SA, the parent, and its subsidiaries are described in Chapter 3 of the Management Report by the Board of Directors, in particular in the sections on cash and parent company financial statements of Assystem SA 101

104 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 7 BUSINESS COMBINATION Sub-Group Silver Atena On 12 September 2008, the Group acquired 59.6% (shares with voting rights) of Silver Atena Ltd, a Euro-Indian company which specialises in designing electronic and IT systems for critical security. The company is based in England with establishments in England, Spain and India. Its main business activity is in the aeronautic, railway and automotive sectors. As part of this business merger, the Group made a contribution to Silver Atena Ltd consisting of all the shares in its subsidiary Silver Atena GmbH, based in Munich; Silver Atena Ltd was held at 40.4% by minority shareholders. Moreover, as stated in note 24, the creation of this sub-group also involved the granting of call options by the Group to the minority shareholders and put options (by the minority shareholders to the Group) for the shares held by the minority shareholders in Silver Atena Ltd. In accordance with the IFRS 3 standard, the Group finalised the assignment of the acquisition price during The calculation of goodwill (excluding translation adjustments) breaks down as follows: In million DEFINITIVE ASSIGNMENT OF ASSIGNMENT OF PROVISIONAL ACQUISITION ACQUISITION PRICE PRICE 2008 Portion paid in cash and cash equivalents Direct costs relating to the acquisition Fair value of shares provided as payment of the price Acquisition price Fair value of net assets acquired 0.9 Goodwill This acquisition has enabled the Group to position itself in the niche market represented by onboard critical security software and systems in the business sectors in which the Group mainly operates, that is, aeronautics, space, automotive and the railways. The net assets and the net cash flow acquired may be broken down as follows: In million DEFINITIVE NET ASSETS PROVISIONAL NET ASSETS 2008 FAIR NET ASSETS OF FAIR NET ASSETS OF VALUE ACQUIRED COMPANY VALUE ACQUIRED COMPANY Intangible fixed assets Tangible fixed assets Trade receivables Other receivables Cash and cash equivalents Total assets Provisions Financial liabilities Deferred tax liability Other liabilities Total liabilities Net assets Minority interests Net assets acquired

105 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS In million DEFINITIVE FLOWS PROVISIONAL FLOWS 2008 Cash and cash equivalents Bank overdrafts Net cash position acquired Acquisition price and direct expenses paid from cash Cash-flow from the acquisition NOTE 8 GOODWILL In million Beginning of period Effect of changes in scope of consolidation Impairment losses Exchange differences End of period Gross value at end of period CUMULATIVE IMPAIRMENT LOSSES AT PERIOD-END The effects of changes in the scope of consolidation consist of: Over 2009: the definitive assignment of the acquisition price of the sub-group Silver Atena (note 7). Over 2008: for the Silver Atena transaction (note 7). Impairment losses were recognised: Over 2009: the Silver Atena CGU (see note 2 - Significant events, and note 33 - Other operating income and expenditure). Over 2008: the fact that, in 2008, the United Kingdom CGU did not reach the profitability targets set when it was acquired, combined with stagnant levels of activity, led the Group to recognise goodwill impairment of 5 million. The Group performs impairment tests annually or more frequently if there are objective signs of an impairment loss. The allocation of the net carrying amounts of goodwill by CGU is shown below: In million NET NET EFFECT OF IMPAIRMENT TRANSLATION OTHER NET CUMULATIVE VALUE VALUE CHANGES LOSS ADJUSTMENTS CHANGES VALUE IMPAIRMENT IN SCOPE OF IN PERIOD LOSSES AT CONSOLIDATION END OF PERIOD France - Facilities France - Assystem France CGU France France Silver Atena operations Assystem UK United Kingdom Spain Canada Romania Germany TOTAL

106 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Due to the partial contribution of assets from the Energy activities that occurred in 2009 between Assystem France and Assystem Facilities, the goodwill for these two entities was grouped within the same CGU France, the distinction between the goodwill for Assystem France and that for Assystem Facilities no longer corresponding to operational monitoring. Also, due to the organisation of the management and the procedures for the operational monitoring of the various entities of which Silver Atena is composed, the total goodwill recognised for this activity ( 14.4 million) was reallocated between the German entity Silver Atena GmbH for 3.7 million and the Anglo-Indian activities of Silver Atena for 10.7 million, as follows: The goodwill for Silver Atena GmbH is attached to, and tested within, the Germany cash generating unit. The goodwill for the Anglo-Indian activities of Silver Atena is attached to, and tested within, an independent Anglo-Indian cash generating unit, itself included in the UK geographical zone. The recoverable amount of CGUs was calculated based on their value in use. To determine the value in use, the Group forecasts the future cash flows it expects to obtain from the CGU. This projection is based on five-year financial budgets. Future cash flows after five years are extrapolated taking a growth rate into account (see below). The growth rate should not exceed the average long-term growth rate of the business segment. Future cash flows are discounted using the segment s WACC (Weighted Average Cost of Capital). The discount rates used by the Group are net of corporate income tax and are applied to the cash flows net of corporate income tax. IAS 36 recommends performing discounting to obtain the recoverable amount by CGU by applying the rate before corporate income tax to cash flows before corporate income tax. These two methods thus enable identical results to be obtained. The cash flows are based on budgeted forecasts established by CGU as part of planning its medium and long-term strategy. The Group used a nominative rate of debt weighted by the gearing ratio for the sector of activity and a cost of equity of 10.2% to determine the weighted average cost of capital (WACC). On 31 December 2009, the average Group WACC equalled 10%. The table below presents the main factors for modelling the assumptions used for the calculation of impairment loss tests: 2009 GROWTH RATE MEDIAN MEDIAN GROWTH DISCOUNT TO PERPETUITY MARGIN RATE FOR RATE FOR EXTRAPOLATION OVER CASH FLOW OF FUTURE CASH ESTIMATING EXTRAPOLATION FLOWS BEYOND PERIOD OVER CGU ESTIMATING PERIOD ESTIMATING PERIOD France 1.25% 6.40% 3.40% 10.00% Germany 1.25% 4.80% 5.90% 10.00% Silver Atena 1.25% 4.50% 5.30% 10.00% United Kingdom 1.25% 4.80% 4.20% 10.00% Spain 1.25% 6.70% 7.00% 10.00% Romania 1.25% 7.60% 4.00% 10.00% 2008 GROWTH RATE MEDIAN MEDIAN GROWTH DISCOUNT TO PERPETUITY MARGIN RATE FOR RATE FOR EXTRAPOLATION OVER CASH FLOW OF FUTURE CASH ESTIMATING EXTRAPOLATION FLOWS BEYOND PERIOD OVER CGU ESTIMATING PERIOD ESTIMATING PERIOD France - Facilities 1.25% 10.60% 2.00% 10.00% France - Other 1.25% 5.00% 2.50% 10.00% Germany 1.25% 4.80% 4.00% 10.00% United Kingdom 1.25% 4.80% 3.70% 10.00% Spain 1.25% 7.00% 2.00% 10.00% Romania 1.25% 7.60% 4.00% 10.00% 2007 GROWTH RATE MEDIAN MEDIAN GROWTH DISCOUNT TO PERPETUITY MARGIN RATE FOR RATE FOR EXTRAPOLATION OVER CASH FLOW OF FUTURE CASH ESTIMATING EXTRAPOLATION FLOWS BEYOND PERIOD OVER CGU ESTIMATING PERIOD ESTIMATING PERIOD France - Facilities 1.25% 9.10% 2.60% 10.00% France - Other 1.25% 5.60% 4.90% 10.00% Germany 1.25% 8.60% 5.10% 10.00% United Kingdom 1.25% 5.40% 3.50% 10.00% Spain 1.25% 7.60% 6.90% 10.00% Romania 1.25% 12.30% 18.30% 10.00% 104

107 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Since depreciation results from calculation of discounted future cash flow and/or from the market values of the assets in question, changes to initially estimated market conditions or cash flows, may therefore lead to the impairment previously recognised being reviewed and changed. Concerning the France, Germany, United Kingdom and Romania CGUs, the sensitivity analyses carried out on WACC up to 11% do not lead to impairment. Concerning the Spanish CGU, the sensitivity analyses carried out would cause impairment for a WACC greater than 10%: with a WACC of 10.5%, the loss of value would be 0.2 million and would be 0.5 million for a WACC of 11%. NOTE 9 INTANGIBLE FIXED ASSETS In million RESEARCH AND SOFTWARE FIXED ASSETS TOTAL DEVELOPMENT COSTS IN PROGRESS Net value on 1 January Additions Depreciation Disposals and retirements Exchange differences Other changes NET VALUE on 31 DECEMBER Gross value on 31 December Cumulative depreciation and impairment losses on 31 December Net value on 1 January Additions Effect of changes in scope of consolidation Depreciation Exchange differences Other changes NET VALUE on 31 DECEMBER Gross value on 31 December Cumulative depreciation and impairment losses on 31 December Net value on 1 January Additions Depreciation Other changes NET VALUE on 31 DECEMBER Gross value on 31 December Cumulative depreciation and impairment losses on 31 December The net carrying amount of software under finance leases for the last three years has been: In million Net value of software under finance leases The Group does not plan to make significant future investments for which the management bodies have made firm commitments. 105

108 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 TANGIBLE FIXED ASSETS In million Land, buildings Office furniture Other Total and fittings and IT equipment Net value on 1 January Additions Depreciation Disposals and retirements Exchange differences Other changes NET VALUE on 31 DECEMBER Gross value on 31 December Cumulative depreciation and impairment losses on 31 December Net value on 1 January Additions Depreciation Disposals and retirements Exchange differences Other changes NET VALUE on 31 DECEMBER Gross value on 31 December Cumulative depreciation and impairment losses on 31 December Net value on 1 January Depreciation Depreciation Disposals and retirements Exchange differences Other changes NET VALUE on 31 DECEMBER Gross value on 31 December Cumulative depreciation and impairment losses on 31 December The net carrying value of office, IT and transport equipment under finance leases in the last three years equalled: In million Net value of IT equipment under finance leases

109 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 11 INVESTMENT PROPERTIES All investment properties are fully owned. They are valued at fair value. The investment properties were valued during December 2008 by an independent surveyor having no legal link with the Group. This surveyor had all the qualifications required for carrying out this type of valuation. The valuation method used, compliant with IFRS standards, made reference to recent transactions for similar assets in the same market, together with an approach using the yield value. Major market trends are also taken into consideration. On 31 December 2009, no survey was carried out, as the Group was of the opinion that there was no major risk of variation in the fair value. In million INVESTMENT PROPERTIES Value on 1 January Value on 31 December Changes in fair value 0.7 Other changes 0.5 Value on 31 December Reclassification as operating property -0.5 VALUE on 31 DECEMBER At the end of 2009, as the Group decided to use the Pierrelatte building for internal requirements during future years, a reclassification as an operational building was recognised for an amount of 0.5 million (see note 10 Tangible Fixed Assets, section Land, buildings and fittings ). NOTE 12 INTERESTS IN ASSOCIATES In million Beginning of period Dividends Effect of changes in scope of consolidation Share of result Disposals Changes recognised in equity END OF PERIOD During 2009, when the ST Group was being reorganised, the Assystem Group contributed its ST3D shares in return for payment consisting of shares in ST Group, a company in which it now holds 16.5% of the capital. These securities were classified under the heading Available-for-sale investments at their last value in the consolidated accounts, namely 0.6 million (see note 13). No sale profit/loss was recorded for this transaction. 107

110 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS The Group s ownership interests in its associated companies are as follows: In million Country Value of Non-current Current Non-current Current Revenue Result % % investment assets assets liabilities liabilities for period ownership voting rights Sci Sfit France N/S Alphatest France N/A N/A Sci Sfit France N/S Alphatest France ST3D France N/A N/A Sci Sfit France N/S Alphatest France ST3D France Alyotech France N/A N/A NOTE 13 AVAILABLE FOR SALE INVESTMENTS In million GROSS VALUE Beginning of period Additions Effect of changes in scope of consolidation Other changes END OF PERIOD In million IMPAIRMENT Beginning of period END OF PERIOD Net value at end of period Of which, listed securities Of which, unlisted securities The details of the financial assets available for sale are presented in the table below: In million % ADDITIONS OTHER 2009 OWNERSHIP NET NET CHANGES NET VALUE VALUE (of which, disposals) VALUE Assystem Polska Polyform Avance Services Réseaux Holding Talan BTIC St Group TOTAL AVAILABLE-FOR-SALE INVESTMENTS

111 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS In 2008, the securities in BTIC were reclassified as being financial assets available for sale; these securities represent a value of 2.6 million. This reclassification is the result of a decision by the Group, which considers this asset as non-strategic and has therefore decided to examine all opportunities to sell it. The assets Assystem Polska and Polyform are not significant. NOTE 14 OTHER NON-CURRENT FINANCIAL ASSETS In million LOANS AND ADVANCES NON-CURRENT FINANCIAL TOTAL TO NON-CONSOLIDATED RECEIVABLES, LOANS AND COMPANIES GUARANTEE DEPOSITS Net value on 1 January Additions Changes in fair value Repayment Exchange differences Other changes NET VALUE ON 31 DECEMBER Cumulative impairment losses on 31 December Net value on 1 January Additions Impairment losses Changes in fair value Repayment Other changes NET VALUE ON 31 DECEMBER Cumulative impairment losses on 31 December Net value on 1 January Additions Impairment losses Changes in fair value Repayment Other changes NET VALUE ON 31 DECEMBER Cumulative impairment losses on 31 December

112 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 15 TRADE RECEIVABLES AND OTHER RECEIVABLES Trade receivables In million Trade receivables Invoices to be issued and work in progress Gross value Impairment NET VALUE Other receivables In million Supplier receivables Payroll receivables Tax receivables Other operating receivables Receivables for non-current assets Prepaid expenses Gross value Impairment NET VALUE NOTE 16 OTHER CURRENT FINANCIAL AND DERIVATIVE ASSETS In million SHORT-TERM DERIVATIVES OTHER TOTAL Net value on 1 January Changes in fair value Other changes Net value on 31 December Net value on 1 January Changes in fair value Other changes Net value on 31 December 2008 NET VALUE ON 31 DECEMBER

113 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 17 CASH AND CASH EQUIVALENTS In million Cash Cash equivalents TOTAL Money-market funds, certificates of deposit, commercial paper and term accounts constitute cash equivalents. The bank accounts are not subject to any restrictions on use. NOTE 18 FINANCIAL DERIVATIVE INSTRUMENTS In million ASSETS LIABILITIES CHANGES ASSETS LIABILITIES CHANGES ASSETS LIABILITIES CHANGES IN FAIR IN FAIR IN FAIR VALUE VALUE VALUE Interest-rate swaps hedge accounting Total interest-rate products Current portion CHANGES IN FAIR VALUE RECOGNISED DIRECTLY IN EQUITY The interest-rate hedging instruments are described in note 5 Management of Financial Risk in the paragraph Interest-rate risk. NOTE 19 CAPITAL AND SHARES Shares In number of shares ORDINARY SHARES Beginning of period 20,601,527 21,906,451 21,732,561 Issue on plan option exercise 195, ,890 Capital reduction -560,152-1,500,000 Sub-total -560,152-1,304, ,890 Treasury shares -791, ,594-1,419,281 END OF PERIOD 19,249,626 19,602,933 20,487,170 Number of shares issued and fully paid in 20,041,375 20,601,527 21,906,451 Share face value ( per share)

114 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS On 31 December 2009, the voting rights for Assystem SA shares were divided as follows: number of shares with ordinary voting rights: 17,384,116. number of shares with double voting rights: 2,657,259. Each of these shares gives entitlement to a dividend under the same conditions. Stock warrants (BSAR and BSAAR) The BSAR/BSAAR in circulation at the close of the financial year are as follows: The number of BSAR 2012 (ASBBS, exercise price of 10.15) in circulation at the end of the year stood at ; the strike ratio is: 1.13 shares for 1 BSAR ASBBS exercised at The number of BSAR 2013 (ASSBR, exercise price of 35) in circulation at the end of the year stood at 4,892,734; the strike ratio is: 1 share for 1 BSAR ASSBR exercised at 35. The number of BSAAR 2015 (ASSBR, exercise price of 11.1) in circulation at the end of the year stood at 3,250,000; the strike ratio is: 1 share for 1 BSAAR ASSBR exercised at * POSA: share subscription option plan In number of shares NUMBER OF SHARES TOTAL NUMBER OF SHARES MAXIMUM NUMBER ISSUED AND FULLY RESULTING FROM THE OF POTENTIAL SHARES PAID 31/12/2009 EXERCISE OF INSTRUMENTS ON 31/12/2009 Shares 2012 BSARS 2013 BSARS 2015 BSARS 2003 POSA * -2 Shares 20,041, ,728 4,892,734 3,250, ,608 29,088,445 Treasury shares In number of shares TREASURY SHARES Beginning of period 998,594 1,419, ,730 Purchase of treasury shares 1,006,614 1,913, ,508 Sales of treasury shares -562, , ,637 In payment for an external-growth transaction Treasury shares delivered for the benefit of employees and corporate officers -90,500-37,000-60,320 Cancellation of Treasury stock -560,152-1,500,000 - END OF PERIOD 791, ,594 1,419,281 Value of treasury shares in equity (in million euros)

115 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 20 BOND LOAN AMOUNT MATURITY NOMINAL EFFECTIVE INTEREST DEBT EXPENSES EQUITY ISSUED AT ISSUE INTEREST INTEREST PAID IN COMPONENT ALLOCATED COMPONENT DATE RATE RATE PERIOD ON ISSUE VIA EIR ON ISSUE IN PERIOD (NOT INCLUDING METHOD HEDGING) 2005OBSAR 26 21/03/ month Euribor 3.10% p.p 2008 OBSAAR* 65 31/12/ month Euribor 3.50% p.p * repayable in three instalments, of million on 31/12/2011 and 2 instalments of million respectively on 31/12/2012 and 31/12/2013 In million Beginning of period Increase Repayment Expenses allocated via EIR method Amortised cost END OF PERIOD bond with redeemable warrant For information purposes, three OBSAR lines were originally issued between 2002 and 2004 and were subject to individual analyses in order to calculate the debt and equity components. The following assumptions were chosen: 2002 Brime Technologies OBSAR: market rate of 3.358% + a 2.15% spread, that is, 5.5% Assystem OBSAR: market rate of 2.535% + a 1.15% spread, that is, 3.7% Assystem OBSAR: market rate of 2.146% + a 1.30% spread, that is, 3.4% OBSAR The rate used for calculating the debt and equity component was Market rate of 4.962% + spread 0.8%, representing 5.76%. 113

116 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 21 FINANCIAL LIABILITIES (CURRENT AND NON-CURRENT) In million BEGINNING REPAYMENTS CHANGES TRANSFERS TRANSLATION CHANGES EFFECT OF END OF PERIOD ADJUSTMENTS IN FAIR CHANGES IN OF PERIOD VALUE SCOPE OF CONSOLIDATION Borrowing from credit institutions Finance-lease liabilities Sundry financial debts Non-current total Finance-lease liabilities Sundry financial debts Current bank borrowing Short-term derivative instruments Current total Borrowing from credit institutions Finance-lease liabilities Sundry financial debts Long-term derivative instruments Short-term derivative instruments TOTAL

117 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 22 PROVISIONS In million BEGINNING ALLOWANCES REVERSALS REVERSALS CHANGES TRANSFER END OF PERIOD USED UNUSED IN SCOPE OF CURRENT / OF PERIOD CONSOLIDATION NON- CURRENT Guarantees for fixed fee projects and losses on completion Restructuring operations Social and tax risks Other Non-current total Guarantees for fixed fee projects and losses on completion Restructuring operations Social and tax risks Other Current total Guarantees for fixed fee projects and losses on completion Restructuring operations Social and tax risks Other TOTAL When restructuring its Italian subsidiary, the Group made a provision, during 2009, of 4.2 million (see note 2 - Significant events and note 33 - Other operational income and expenditure). The other allocations to provisions and reversal of unused provisions are recognised under the heading Allocations for depreciation and amortisation in the income statement. 115

118 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 23 EMPLOYEE BENEFITS These consist mainly of retirement commitments payable in accordance with the Syntec agreement in France. The rights vested in accordance with seniority give entitlement to retirement benefits. Net commitment recognised on the balance sheet In million Present value of funded or partially-funded retirement commitment provisions Fair value of plan assets Balance sheet provision Impact on income statement In million Current period service cost Finance cost Return on scheme s assets Scheme reduction Amount recognised on income statement Amount recognised in the ordinary provisions and depreciation expense Amount recognised in other financial expenses and revenues Amount recognised on income statement Changes to net liabilities recognised on the balance sheet In million Net liability at beginning of period Current period service cost Finance cost Return on scheme s assets Actuarial gains and losses via equity Scope variation effect Scheme reduction Benefits paid Benefits paid directly by the fund NET LIABILITY AT END OF PERIOD The actuarial gains and losses booked directly to the other items in the global result are mainly constituted by the change in discount rates: the rate used during 2009 was 4.8% against 5.3% in 2008 and 5.2% in 2007; these were the rates for AA-rated 10-year bonds. 116

119 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Present value of the retirement commitment In million Current value of retirement commitment at beginning of period Service cost Finance cost Actuarial gains and losses via equity Scheme reduction Scope variation effect Benefits paid CURRENT VALUE OF RETIREMENT COMMITMENT AT END OF PERIOD Plan assets In million Fair value of plan assets at beginning of period Return on assets Benefits paid Fair value of plan assets at end of period The assets for the plan are divided between 3 funds under the following conditions: 1.1 million with a minimum interest rate of 4.5%. 0.7 million in a diversified fund covering money-market instruments, shares and bonds. Disparities in the yield of these assets led the group to change the investment of these funds on 1 January The maximum yield provided will be 3.5% per year, without being able to exceed 60% of the average of French long-term bond rates. 0.2 million with a net minimum annual interest rate equal to 60% of the average of French government bond rates, limited to 3.5% maximum. Actuarial assumptions France Discount rate 4.80% 5.30% 5.20% Salary growth rate 2.50% 2.50% 2.50% Median turnover rate 10/15% 10/15% 10/15% Defined-benefit retirement schemes In million Amount recognised in expenses for defined-contribution retirement plans

120 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Sensitivity analysis The liability recognised for retirement benefits (Syntec agreement) is calculated according to actuarial assumptions: mortality table, staff turnover, future salaries, discount rate and expected return on plan assets. Variations in these assumptions may impact the liability to a greater or lesser extent. The Group has chosen to present a sensitivity analysis for the discount rate, since any change in this assumption can significantly affect liabilities: MINUS MINUS PLUS PLUS 1% 0.5% 0.5% 1% Effect on total equity ( M) Effect on total equity (%) -1.70% -0.80% 0.70% 1.40% Effect on net total retirement commitment (%) 17.60% 8.00% -7.20% % NOTE 24 OTHER NON-CURRENT LIABILITIES When 59.6% of Silver Atena Ltd was acquired in 2008 (see note 7), the minority shareholders granted call options to the Group on the share of capital that they held in Silver Atena Ltd, exercisable between 15 April 2014 and 15 May 2014, and between 15 April 2015 and 15 May Also, the Group has granted the minority shareholders a put option for the fraction of the capital which they hold in Silver Atena Ltd, between 15 April 2012 and 15 May 2012 for 25% of their interest and between 15 April 2013 and 15 May 2013 for the balance. In million Beginning of period Effect of changes in scope of consolidation Effect of accretion Variation in fair value recognised on income statement END OF PERIOD The effect of the accretion and the variation in fair value were recognised in Other financial income and expenditure. NOTE 25 OTHER CURRENT LIABILITIES In million Customer payables Payroll liabilities Tax liabilities Other operating liabilities Non-current operating liabilities Non-current financial liabilities Prepaid income TOTAL The Group believes the carrying amount of the other liabilities corresponds to a reasonable approximation of their fair value. 118

121 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 26 DEFERRED TAXATION Deferred taxes presented on the balance sheet are grouped by tax units. However, the tables below are presented by type of deferred tax. Deferred tax net on balance sheet Deferred tax assets In million Current Non-current Total deferred tax assets Deferred tax liabilities Current Non-current Total deferred tax liabilities NET DEFERRED TAXES of which, current of which, non-current The period changes in deferred tax assets and liabilities are broken down below: In million Beginning of period Effect of changes in scope of consolidation Period change taken to income statement Deferred taxes recognised in equity END OF PERIOD

122 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Deferred tax assets In million EMPLOYEE PROVISION FOR TAX LOSS PROVISIONS OTHER HEDGING TOTAL PROFIT- RETIREMENT CARRY/ FOR AMORTISATION DERIVATIVES SHARING INDEMNITIES FORWARSS AND DEPRECIATION AND ITEMS RELATING TO NON-CURRENT ASSETS 1 January Period change taken to income statement Deferred taxes recognised in equity On 31 December Effect of changes in scope of consolidation Period change taken to income statement Deferred taxes recognised in equity Net value on 31 December Period change taken to income statement Deferred taxes recognised in equity ON 31 DECEMBER

123 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Deferred tax liabilities In million FAIR VALUE OBSAR HEDGING PROVISIONS OTHER TOTAL OF BUILDINGS RESTATEMENT DERIVATIVES 1 January Period change taken to income statement Deferred taxes recognised in equity On 31 December Effect of changes in scope of consolidation Period change taken to income statement Deferred taxes recognised in equity Net value on 31 December Period change taken to income statement ON 31 DECEMBER Unrecognised deferred tax assets The amounts of unused tax credits, tax losses and deductible temporary differences for which no deferred tax asset has been recognised on the balance sheet equal: In million Tax losses Temporary differences TOTAL

124 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 27 ADDITIONAL INFORMATION ON FINANCIAL ASSETS AND LIABILITIES Financial assets The tables below show the carrying value and the fair value of the Group s financial assets over the last three financial years: In million VALUE AVAILABLE- LOANS ASSETS AT DERIVATIVES FAIR ON FOR-SALE AND FAIR VALUE BY VALUE 2009 BALANCE- INVESTMENTS RECEIVABLES THE INCOME SHEET STATEMENT Available-for-sale investments Other non-current financial receivables Trade receivables Other receivables* Cash and cash equivalents TOTAL Available-for-sale investments Other non-current financial receivables Trade receivables Other receivables* Cash and cash equivalents TOTAL Available-for-sale investments Other current and non-current financial receivables Trade receivables Other receivables* Other current financial and derivative assets Cash and cash equivalents TOTAL * excluding social and tax receivables and prepayments. 122

125 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Financial liabilities The tables below show the carrying value and the fair value of the Group s financial liabilities over the last three financial years: In million VALUE AVAILABLE- ASSETS AT DERIVATIVES FAIR ON FOR-SALE FAIR VALUE BY VALUE 2009 BALANCE- INVESTMENTS THE INCOME SHEET STATEMENT Bond loans Other current and non-current financial and derivative liabilities Other non-current liabilities Trade and related payables Other current liabilities* TOTAL Bond loans Other current and non-current financial and derivative liabilities Other non-current liabilities Trade and related payables Other current liabilities* TOTAL Bond loans Other current and non-current financial and derivative liabilities Other non-current liabilities Trade and related payables Other current liabilities* TOTAL * excluding social and tax receivables and prepayments. 123

126 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 28 SHARE-BASED PAYMENTS Share subscription options PLAN 2003 Exercise price (euros) Furthest grant date 14/04/2004 Furthest expiry date 14/04/2010 NUMBER OF AVERAGE OPTIONS WEIGHTED EXERCISE PRICE Outstanding at 1 January , Options granted in period - - Options waived in period - - Options exercised in period - - Options lapsed in period - - Outstanding at 31 December , Exercisable at end of period - - Average weighted residual contractual term 27.5 months Average weighted share price for options exercised in exercise period (in euros) - Outstanding at 1 January , Options granted in period - - Options waived in period - - Options exercised in period - - Options lapsed in period - - Outstanding at 31 December , Exercisable at end of period - - Average weighted residual contractual term 15.4 months Average weighted share price for options exercised in exercise period (in euros) - Outstanding at 1 January , Options granted in period - - Options waived in period - - Options exercised in period - - Options lapsed in period - - Outstanding at 31 December , Exercisable at end of period 271, Average weighted residual contractual term 3.4 months Average weighted stock price for options exercised during the exercise period - Allocation granted by the Management Board on 14/04/2004 following the authorisation given by the Annual General Meeting of 10/10/2003. The vesting period for the rights is 3 years from the allotment date. There are no continued employment conditions for option exercise. The lock-in period is 4 years from the grant date. Options must be exercised no later than 6 years after the grant date. The exercise price is the average share price over the 20 stock-market trading days prior to the exercise date, with a partial discount of between 10% and 20%. For the 271,608 options expiring on 14/04/2010, this corresponds to an exercise price of

127 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Share purchase options PLAN 2000 Exercise price (euros) Between 6.85 and Furthest grant date 25/08/2000 Furthest expiry date 16/12/2009 NUMBER OF OPTIONS AVERAGE WEIGHTED EXERCISE PRICE Outstanding at 1 January , Options granted in period - - Options waived in period -57, Options exercised in period -2,857 - Options lapsed in period -131, Outstanding at 31 December , Exercisable at end of period 210, Average weighted residual contractual term 17.8 months Average weighted share price for options exercised in exercise period (in euros) - Outstanding at 1 January , Options granted in period - - Options waived in period - - Options exercised in period - - Options lapsed in period - - Outstanding at 31 December , Exercisable at end of period 210, Average weighted residual contractual term 5.8 months Average weighted share price for options exercised in exercise period (in euros) - Outstanding at 1 January , Options granted in period - - Options waived in period - - Options exercised in period - - Options lapsed in period -210, Outstanding at 31 December 2009 Exercisable at end of period - - Average weighted residual contractual term - Average weighted stock price for options exercised during the exercise period - Allocation granted by the Management Board meetings of 25/08/2000, 24/04/2001, 27/01/2003 and 16/12/2003 under the authorisation given by the General Shareholders Meeting of 23/06/2000. Option rights are vested 3 years after the grant date, except for the 2000 options of which the rights are vested immediately. There are no continued employment conditions for option exercise. The lock-in period is 4 or 5 years from the grant date, depending on when the options were granted. Options must be exercised no later than 6 or 7 years after the grant date. The exercise price is the average share price over the 20 stock-market trading days prior to the exercise date, with a partial discount of between 10% and 20%. For the 114,286 options expiring on 27/01/2009, this corresponds to an exercise price of 6.85 and for the options expiring on 16/12/2009, of

128 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS FREE SHARE ALLOTMENT PLAN 2006 (1) PLAN 2007 (2) PLAN 2007 (3) Exercise price (euros) Furthest grant date 18/12/ /06/ /08/2007 Furthest expiry date 18/12/ /06/ /08/2011 NUMBER AVERAGE NUMBER AVERAGE NUMBER AVERAGE OF FREE WEIGHTED OF FREE WEIGHTED OF FREE WEIGHTED SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE Outstanding at 1 January , Free shares granted in period , , Free shares waived in period Free shares exercised in period Free shares lapsed in period Outstanding at 31 December , , , Average weighted share price for free shares exercised in exercise period (in euros) Outstanding at 1 January , , , Free shares granted in period Free shares waived in period (7,000) 1.00 (2,500) Free shares exercised in period (37,000) Free shares lapsed in period Outstanding at 31 December , , , Exercisable at end of period Average weighted share price for free shares exercised 8.93 in exercise period (in euros) (in 2008) - - Outstanding at 1 January , , , Free shares granted in period Free shares waived in period - - (3,600) Free shares exercised in period - - (79,500) 1.00 (10,000) 1.00 Free shares lapsed in period Outstanding at 31 December , , Average weighted share price for free shares exercised in exercise period (in euros) - (in 2009) (in 2009) Footnotes are given on the next page. 126

129 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS PLAN 2007 (4) PLAN 2008 (5) PLAN 2009 (6) PLAN 2009 (7) /12/ /05/ /04/ /11/ /12/ /05/ /04/ /11/2011 NUMBER AVERAGE NUMBER AVERAGE NUMBER AVERAGE NUMBER AVERAGE OF FREE WEIGHTED OF FREE WEIGHTED OF FREE WEIGHTED OF FREE WEIGHTED SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE SHARES EXERCISE PRICE , , , , , , , , , , (1,000) , , , (in 2009)

130 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Footnotes to the free share allotment table. (1) Allocation granted by the Management Board on 18/12/2006 under the authorisation given by the General Shareholders Meeting of 08/06/2006. The vesting period for the rights is two years from the allotment date. Definitive vesting is subject to continued employment of the beneficiary for the entire vesting period. The lock-in period is four years, or two years from the date vested. (2) Allocation granted by the Management Board on 29/06/2007 under the authorisation given by the General Shareholders Meeting of 08/06/2006. The vesting period for the rights is two or four years from the allotment date. Definitive vesting is subject to continued employment of the beneficiary for the entire vesting period. The lock-in period is four years. (3) Allocation granted by the Management Board on 30/08/2007 under the authorisation given by the General Shareholders Meeting of 08/06/2006. The vesting period for the rights is two or four years from the allotment date. Definitive vesting is subject to continued employment of the beneficiary for the entire vesting period. The lock-in period is four years. (4) Allocation granted by the Management Board on 10/12/2007 under the authorisation given by the General Shareholders Meeting of 08/06/2006. The vesting period for the rights is two or four years from the allotment date. Definitive vesting is subject to continued employment of the beneficiary for the entire vesting period. The lock-in period is four years. (5) Allocation granted by the Management Board on 16/05/2008 under the authorisation given by the Extraordinary General Meeting of 15/05/2008. The vesting period for the rights is two years from the allotment date. Definitive vesting is subject to continued employment of the beneficiary for the entire vesting period. The lock-in period is four years. (6) Allocation granted by the Management Board on 28/04/2009 under the authorisation given by the Extraordinary General Meeting of 15/05/2008. The vesting period for the rights is two years from the allotment date. Definitive vesting is subject to continued employment of the beneficiary for the entire vesting period. The lock-in period is four years. (7) Allocation granted by the Management Board on 05/11/2009 under the authorisation given by the Extraordinary General Meeting of 15/05/2008. The vesting period for the rights is two years from the allotment date. Definitive vesting is subject to continued employment of the beneficiary for the entire vesting period. The lock-in period is four years. Share-based payment expenses The amount of expenses relating to share-based payment is: Share-based payment expenses Share-based payment expenses The fair value of options granted was measured using the following assumptions: Average weighted fair value of options or free shares granted (in euros per unit) NOTE 29 SEGMENT REPORTING At 31 December 2009, the Group was organised by geographical regions: France Europe excl. France Other regions The segments have their own resources and may share certain resources with other segments as part of synergies. This sharing takes the form of a reallocation of costs or by contractual relations between the different legal entities. The provision of shared resources is shown in the inter-segment revenues, while expenses are allocated to segment results. Segment results exclude management fees invoiced by the parent to its subsidiaries. Transactions with other segments are concluded in normal market conditions such as would be available to third parties. Segment assets include those operating assets used by each segment as part of its operating activities that are directly or reasonably attributable to that segment. These do not include investment property, available-for-sale investments, other non-current financial and derivative assets, deferred tax assets, corporate income tax receivables, other current financial and derivative assets or cash and cash equivalents. Segment liabilities consist of the segment activities operating liabilities that are directly or reasonably attributable to the segment. Debts, deferred tax liabilities and corporate income tax liabilities are excluded. 128

131 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS In million CONTINUING OPERATIONS FRANCE EUROPE OTHER HEAD UNALLOCATED INTER TOTAL EXCL. REGIONS OFFICE ASSETS SEGMENTS IN 2009 FRANCE AND LIABILITIES External revenue Inter-segment revenue TOTAL REVENUE Segment result Other operating revenues and expenses Net operating result Financial result Share in net result of affiliated companies Result for period before tax Income tax expense Result for period Segment assets Investment in associates Unallocated assets CONSOLIDATED TOTAL ASSETS Segment liabilities Unallocated liabilities CONSOLIDATED TOTAL LIABILITIES Operating investments/divestments Depreciation Impairment losses via profit and loss Other non-cash revenue and expenses

132 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS In million CONTINUING OPERATIONS FRANCE EUROPE OTHER HEAD UNALLOCATED INTER TOTAL EXCL. REGIONS OFFICE ASSETS SEGMENTS IN 2008 FRANCE AND LIABILITIES External revenue Inter-segment revenue TOTAL REVENUE Segment result Other operating revenues and expenses Net operating result Financial result Share in net result of affiliated companies Result for period before tax Income tax expense Result for period Segment assets Investment in associates Unallocated assets CONSOLIDATED TOTAL ASSETS Segment liabilities Unallocated liabilities CONSOLIDATED TOTAL LIABILITIES Operating investments/divestments Depreciation Impairment losses via profit and loss Other non-cash revenue and expenses

133 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS In million CONTINUING OPERATIONS DISCON- GROUP TINUED TOTAL FRANCE EUROPE OTHER HEAD UN- INTER TOTAL ACTIVITIES IN 2007 EXCL. REGIONS OFFICE ALLOCATED SEGMENTS FRANCE ASSETS AND LIABILITIES External revenue Inter-segment revenue TOTAL REVENUE Segment result Other operating revenues and expenses Net operating result Financial result Share in net result of affiliated companies Result for period before tax Income tax expense Result for period Segment assets Investment in associates Unallocated assets CONSOLIDATED TOTAL ASSETS Segment liabilities Unallocated liabilities CONSOLIDATED TOTAL LIABILITIES Operating investments/divestments Depreciation Impairment losses via profit and loss Other non-cash revenue and expenses

134 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 30 DEPRECIATION AND PROVISIONS EXPENSE In million Provisions for impairment Net variation in provisions for liabilities and charges TOTAL NOTE 31 OTHER ORDINARY OPERATING REVENUES AND EXPENSES In million Outsourced operations and business purchases Cost of premises IT expenses Vehicle costs Advertising and public relations Fees and commissions Travel expenses and entertainment allowances Miscellaneous TOTAL NOTE 32 EMPLOYEE BENEFITS EXPENSE In million Salaries and wages Retirement plan contributions Payroll expenses Share-based payment expenses Employee profit-sharing TOTAL NOTE 33 OTHER OPERATING REVENUES AND EXPENSES In million Impairment losses on goodwill, tangible and intangible assets Restructuring costs Other Total other operating expenses Other operating revenues Dilution profit on Silver Atena project Total other operating revenues TOTAL The loss of value corresponds to Goodwill impairment for Silver Atena (see note 2 Significant events and note 8 Goodwill ). The restructuring costs correspond essentially to the provision for restructuring in Italy (see note 2 Significant events and note 22 Provisions ). 132

135 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 34 NET BORROWING COSTS In million Bond loan Finance-lease credit facilities Medium and long-term credit facilities Short-term credit facilities Interest on debts Income from cash invested Results of interest-rate hedges on financial debts TOTAL NOTE 35 OTHER FINANCIAL EXPENSES AND REVENUES In million Depreciation and losses on sale of other current and non-current financial assets Discounting effect Amortised cost of bond loans Change in fair value of financial assets and liabilities Exchange gains and losses on financial assets and liabilities Other financial expenses and revenues TOTAL NOTE 36 TAXES Tax booked over the period In million Current tax Deferred taxes Amount recognised on income statement Current tax Deferred taxes Amount recognised in equity Current tax Deferred taxes TOTAL IN PERIOD

136 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Tax booked to the income statement during the period In million Current tax Relative to the period Relative to previous periods Deferred taxes Relative to the period Relative to previous periods AMOUNT RECOGNISED ON INCOME STATEMENT Type of deferred tax booked to the income statement over the period In million Relative to temporary differences Relative to tax losses AMOUNT RECOGNISED ON INCOME STATEMENT Justification for tax The Group s corporate income tax differs from the theoretical value arising from applying the rate applicable to the profits of the consolidated entities. The reconciliation between the theoretical and actual amounts of tax recognised is as follows: In million Result for the period from continuing operations before tax excluding associates (equity method) Theoretical tax rate 34.43% 34.43% 34.43% Theoretical tax charge Permanent differences Differences arising from tax rates Adjustments recognised in period for prior-period current tax liabilities Benefits arising from temporary differences and tax credits or losses not recognised in prior periods Period effects fromunused tax losses Total adjustments Actual tax charge EFFECTIVE RATE % 30.60% 35.06% The effective rate of tax, before goodwill impairment, stood at 29.9% in 2009, against 26.7% in

137 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 37 EARNINGS PER SHARE Basic earnings per share This figure is calculated by dividing the Group share of profit for the period by the average weighted number of ordinary shares in circulation during that same period, excluding treasury shares Result for period, attributable to shareholders Average weighted number of ordinary shares in circulation in period 19,316,872 20,006,646 20,806,327 BASIC EARNINGS PER SHARE ( per share) Diluted earnings per share The amount of diluted earnings per share is determined by adjusting the average weighted number of ordinary shares in circulation in the period for the effects of all potentially dilutive instruments. The dilutive potential ordinary shares correspond to share options, free share assignments and stock-purchase warrants. In million Result for period, attributable to shareholders Result for period used to calculate diluted earnings per share Average weighted number of ordinary shares in circulation in period 19,316,872 20,006,646 20,806,327 Options, share subscription warrants and equivalents - 273, ,541 Average weighted number of ordinary shares used to calculated diluted earnings per share 19,316,872 20,280,095 21,366,868 DILUTED EARNINGS PER SHARE ( per share)

138 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 38 DIVIDENDS PER SHARE 2010 * Date of dividend distribution from profits of prior year 30/06/ /05/ /05/ /07/2007 Date of proposed distribution from profits of prior year (General Meeting) 05/05/ /04/ /05/ /05/2007 Total amount distributed ( million) from prior-year profit for period Dividend per share ( per share) from prior-year profit for period * subject to the approval of the General Meeting In million The financial statements do not reflect the dividend payable from profit for the prior period. NOTE 39 OFF-BALANCE-SHEET COMMITMENTS AND CONTINGENT LIABILITIES At period end, the management considered that in respect of the list of off-balance sheet commitments given below, there remained no commitments liable to affect the current or future situation of the Assystem Group significantly that are not mentioned in this Note. Operating leases The table below shows the minimum future payments for non-cancellable leases on the balance sheet date: In million LESS THAN ONE TO MORE THAN TOTAL A YEAR FIVE YEARS FIVE YEARS Minimum future lease payments on 31 December Real estate Office and transport equipment Minimum future lease payments on 31 December Real estate Office and transport equipment Minimum future lease payments on 31 December Real estate Office and transport equipment

139 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Other commitments In million COMMITMENTS GIVEN COMMITMENTS RECEIVED DEPOSITS COLLATERAL DEPOSITS SECURITIES UNUSED AND AND DISPOSAL CREDIT GUARANTEES GUARANTEES PAYMENT LINES GUARANTEES Holding company and SCI France Spain United Kingdom Germany Other TOTAL Individual training rights For the period, the volume of individual training rights outstanding and unused is the equivalent of approximately 385,943 hours. NOTE 40 RELATED PARTY DISCLOSURES The Group has defined 3 categories of related parties: The senior managers: they have the authority and responsibility for controlling and directing the entities of the Group. They are the members of the Management Board of Assystem SA. HDL (Other related parties): HDL and its subsidiary H2DA, which holds 33.33% of the voting rights, supply the Group with services covering management, administration and business organisation. The minority shareholders of the sub-group Silver Atena (Other related parties) with whom the Group has a lease for the premises located in India. Transactions with related parties can be broken down as follows: Remuneration and benefits granted to managers In million Salaries and other short-term benefits* Share-based payment TOTAL * correspond to direct remuneration (including charges) paid to salaried members of the Group Management Board. Also: In the event of the termination of the employment contract of Mr Gilbert Vidal at the employer s initiative, payment of a total, fixed forfeitary amount of 400,000 (except in the event of termination for serious misconduct or gross negligence). The procedure for calculating the compensation for terminating the commercial agreement concluded by Assystem with HDL in case of a friendly or hostile takeover is as follows: in the event of a friendly takeover of Assystem, with three month s prior notice, equal to twice the average of the fixed portion due for services performed in the two years preceding the terminate. For 2005, 2006 and 2007, this cancellation charge shall equal the total fixed sums due for services performed as from the date when the agreement took effect, reduced or extrapolated to represent the equivalent of 24 months services; and 137

140 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS In the case of a hostile takeover particularly a takeover bid or share swap that is unsolicited by its managers the indemnity will be equal to three times the average of the fixed portion due for services performed in the two years preceding termination. For fiscal years 2005, 2006, and 2007, this will equal the total amount due for services performed as of the date when the agreement took effect, reduced or extrapolated to represent the equivalent of 36 months services. The directors benefiting from share option and free share assignment plans SPO FSA FSA FSA FSA TOTAL PLAN 2000 PLAN PLAN O PLAN PLAN S. AUBARBIER ,000 15,000 40,000 D. BRADLEY ,000 15,000 40,000 G. BRESCON ,000 15,000 40,000 J-F. LOURS ,000-25,000 G. VIDAL ,000 15,000 40, ,000 60, ,000 Of which corporate officers ,000 60, , S. AUBARBIER 14, ,000-39,286 D. BRADLEY ,000-25,000 G. BRESCON 42, ,000-67,857 J-F. LOURS 28, ,000-53,571 G. VIDAL ,000 25,000-35,000 85,714-10, , ,714 Of which corporate officers 85,714-10, , , S. AUBARBIER 14, ,286 D. BRADLEY - 10, ,000 G. BRESCON 42, ,857 J-F. LOURS 28, ,571 G. VIDAL - 15,000 10, ,000 85,714 25,000 10, ,714 Of which corporate officers 85,714 25,000 10, ,714 SPO: share purchase options FSA: free share allotment 138

141 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Transactions recognised on income statement In million Other related parties HDL Other related parties Silver Atena minority shareholders TOTAL Transactions recognised on balance sheet In million Other related parties HDL Other related parties Silver Atena minority shareholders CURRENT AND NON-CURRENT LIABILITIES

142 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 41 INFORMATION ON THE CASH FLOW TABLE Non-cash transactions In million Result for period from continuing operations Amortisation, depreciation and provisions Goodwill impairment Share of result of associates (equity method) Non-disbursed financial items Share-based payment expenses Change in deferred taxes Change to fair value of investment properties -0.7 Results of asset disposals Non-cash items Income tax expense Interest paid (classified in financing activities) Dividends received (classified as investment transactions) Elimination of non-cash and non-operating transactions Net cash flow generated by discontinued activities Change in working capital requirement Income tax paid NET CASH FLOW FROM OPERATING ACTIVITIES Net cash flow generated by discontinued activities In million Result from discontinued operations -0.2 Net working capital requirement value -0.3 TOTAL

143 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Breakdown of cash flows into working capital requirement (WCR), fixed assets and securities In million Change in WCR - clients Change in WCR - suppliers Change in WCR - other operating payables and receivables Change in WCR from operating activities Net change in WCR - other sundry payables and receivables Change in WCR for operations Acquisitions of non-current operating assets Change in WCR for non-current operating asset suppliers Purchase of fixed assets, net of change in trade payables Disposal of non-current operating assets Change in WCR on receivables for non-current operating asset disposals Proceeds from sales of non-current assets, net of trade receivables Securities purchases Net purchases of securities Change in receivables for securities disposals Net disposals

144 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS Investments in financial leasing In million Tangible assets investments TOTAL INVESTMENTS Net cash at end and beginning of period In million Cash and cash equivalents Bank overdrafts CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD Cash and cash equivalents Bank overdrafts CASH AND CASH EQUIVALENTS AT END OF PERIOD

145 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 42 NET DEBT Net debt equals gross debt (bond loans and other current and non-current financial and derivative liabilities) less cash and cash equivalents and the current and non-current financial derivative assets. In million DUE DATES BALANCE AT OF WITCH, 31/12/2009 YEARS OVER 1 YEAR Bond loans Borrowing from credit institutions Finance-lease liabilities Sundry financial and derivative liabilities Current bank borrowing Total gross debt Breakdown by due date (%) Cash Cash equivalents Derivatives Cash, cash equivalents and derivative assets TOTAL NET DEBT Below is a breakdown of net debt by currency, converted at the closing rate: In million BALANCE AT EURO POUND ROMANIAN CINESE CANADIAN INDIAN OTHER 31/12/2009 STERLING RON YUAN DOLLAR INR CURRENCIES Bond loans Borrowing from credit institutions Finance-lease liabilities Sundry financial and derivative liabilities Current bank borrowing Total gross debt Breakdown % Cash Cash equivalents Derivatives Cash, cash equivalents and derivative assets TOTAL NET DEBT

146 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS NOTE 43 EVENTS SUBSEQUENT TO CLOSURE In January 2010, a vessel belonging to ACERGY, for which ASG (a subsidiary of the Assystem Group) provided assistance in coordinating security and fire brigade duties for monitoring sheet metalwork subcontracted to Sobrena, the prime contractor for the repairs to the vessel, was struck by a fire in the port of Brest. Surveys are taking place to determine the amount of damages. However, the Group considers that it has not incurred any liability in relation to the services supplied through subcontracting on behalf of the prime contractor, and confirms that if its liability is implicated, this claim will be covered by the Group s insurance policies. 144

147 CHAPTER 7 CONSOLIDATED FINANCIAL STATEMENTS 7 - STATUTORY AUDITORS REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS To the Shareholders, In accordance with the tasks assigned to us by the General Meetings, we hereby present our report for the year ended 31 December 2009, on: the audit of the consolidated financial statements for Assystem S.A., as attached to the present report; the justification of our assessments; and the specific verification provided for by legislation. The consolidated financial statements were approved by the Management Board. Our responsibility is to express an opinion on these financial statements based on our audit. I. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS We have performed our audit according to the professional standards applicable in France. The standards require the implementation of checks to provide reasonable assurance that the consolidated financial statements do not contain significant anomalies. An audit consists of verifying, by test check or by using other selective methods, the elements justifying the amounts and information given in the consolidated financial statements. It also involves an assessment of the accounting principles and significant estimates used and an evaluation of the overall presentation of the financial statements. We believe that our audit provides a sufficient and reasonable basis for our opinion. We certify that in respect of the IFRS system adopted by the European Union, the consolidated financial statements for the financial year are appropriate, accurate and give a true and fair view of the net assets, financial situation and results of all persons and entities contained within the scope of consolidation. Without calling into question the opinion expressed above, we draw your attention to note 3 to the consolidated financial statements, which explains the impact of the standards, amendments and interpretations applied by your Company since 1 January 2009, particularly the IFRS 8 standard Operating Segments and the revised IAS 1 standard Presentation of Financial Statements. II. JUSTIFICATION OF ASSESSMENTS The financial crisis which has been accompanied by an economic crisis has many consequences for companies and, in particular, as regards their business activity and financing. The lack of future visibility continues to create specific conditions this year for the preparation of the financial statements, particularly with regard to the accounting estimates that are required in application of accounting principles. These conditions are described in note 4 to the consolidated financial statements. It is in these circumstances, that we have made our own assessments which we are bringing to your attention under the provisions of Article L of the French Commercial Code: At the end of each financial year, the Company always makes a goodwill impairment test and also assesses whether an impairment loss factor exists on long-term assets, according to the procedures described in note 3 Accounting principles Business combinations, note 4 Main sources of uncertainty in estimation section Goodwill impairment and note 8 Goodwill to the consolidated financial statements. We have examined the procedures for implementing this impairment test and the forecasts for cash flow and the assumptions used, and we have checked that notes 3, 4 and 8 of the consolidated financial statements give appropriate information; As specified in note 2 Significant events to the consolidated financial statements, your Company has constituted provisions for restructuring. Our work consisted of assessing the data and the assumptions used, reviewing the calculations made by the Company and examining the procedures for approving these estimates that were used by the management. The assessments thus made form part of our audit work for the consolidated financial statements as a whole and so contributed to the forming of our opinion expressed in the first part of this report. III. SPECIFIC VERIFICATIONS AND DISCLOSURES We have also, in accordance with the professional standards applicable in France, carried out the specific check specified by the law on the information relating to the Group given in the management report. We have no qualification to make regarding their accuracy or consistency with the consolidated financial statements. Paris La Défense and Neuilly-sur-Seine, 29 March 2010 Statutory auditors KPMG Audit KPMG S.A. Department Denis MARANGÉ Partner Deloitte & Associés Bénédicte SABADIE-FAURE Partner 145

148 CHAPTER 8 8 PARENT COMPANY FINANCIAL STATEMENTS 1 - BALANCE SHEET In thousands of euros ASSETS GROSS DEPRECIATION NET NET & PROVISIONS Intangible fixed assets Tangible fixed assets 3,546 3, Equity investments 284,062 57, , ,063 Receivables on equity investments Other investment securities Loans ,344 Other long-term investments 3,917 3,917 6,040 Long-term investments 288,741 58, , ,446 Fixed assets 292,820 61, , ,363 Operating receivables 12, ,892 14,317 Investments 54,560 54,560 48,845 Cash 26,488 26, Prepaid expenses Deferred expenses Unrealised exchange gains Current assets 93, ,358 64,134 TOTAL ASSETS 386,781 62, , ,497 In thousands of euros LIABILITIES Share capital 20,041 20,601 Share premium account 63,323 67,354 Legal reserve 2,191 2,191 Regulated reserves and other reserves 4,158 4,158 Retained earnings 119, ,923 Net income for the period -12,155-2,836 Regulated provisions Equity 196, ,627 Provisions for contingencies and charges 2,173 4,628 Convertible bond loans - - Other bond loans 91,576 91,024 Loans and advances from credit institutions Loans and debts 29,729 9,991 Trade and related payables 2,227 4,207 Tax and payroll liabilities 854 3,910 Debts on fixed assets and related accounts Other payables Prepaid income - - Unrealised exchange losses Debts 125, ,242 TOTAL LIABILITIES 324, , ASSYSTEM REFERENCE DOCUMENT 2009

149 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS 2 - INCOME STATEMENT In thousands of euros Revenue 10,707 13,912 Reversal of provisions and transfer of charges Other income - 19 Operating revenue 11,629 14,214 External purchases and expenses 11,259 15,798 Duties, taxes and similar payments Wages and social charges Directors attendance fees Other ordinary management expenses 19 - Allowances for depreciation and provisions Provision for contingencies and charges 11 1,946 Operating expenses 12,924 19,500 Operating result -1,295-5,286 Financial income 43,292 26,212 Financial expenses 49,265 16,193 Financial result -5,973 10,018 Ordinary income -7,268 4,733 Extraordinary result -7,459-6,940 Corporate income tax 2, NET INCOME FOR THE PERIOD -12,155-2,

150 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS 3- NOTES TO THE 2009 PARENT COMPANY FINANCIAL STATEMENTS These notes supplement the balance sheet, before appropriation of earnings for the year ended 31 December 2009, of which the total amount is 324,672 thousand, as well as the income statement showing a loss of 12,155 thousand. The accounting period covers the 12 months from 1 January to 31 December Unless stated otherwise, the figures are given in thousands of euros. NOTE 1 KEY EVENTS OF THE FINANCIAL YEAR Developments in subsidiaries and holdings Acquisitions of subsidiaries In the year, Assystem subscribed to the share capital in the following companies: ASSYSTEM ENVIRONNEMENT for 40,000 ASSYSTEM INDIA for 337,000 ASG for 432,000 ANAFI for 1,250,000 Capital increase at subsidiaries In September 2009, Assystem SA subscribed to the capital increase of its subsidiary Assystem Iberia for the amount of 1 million. Partial contribution of the assets of Assystem France to Assystem Facilities A partial contribution of assets was performed on 31 December 2009 from Assystem France to Assystem facilities, two subsidiaries of Assystem SA. The request for tax approval specified in articles 210 B and of the French General Tax Code, that was registered with the Tax Administration, received a favourable opinion on 14 December 2009, subject to the provision of the latest legal and financial documents. Treasury shares On 31 December 2009, the value of treasury stock held by the Company, based on the average stock market price during the last month of the financial year, was greater than the purchase cost of these shares, therefore no provision for impairment was recognised. The provision recorded on 31 December 2008 was reversed in the amount of 984 thousand. In addition, due to the introduction of a free share allotment plan, a 805 thousand provision for contingencies was recognised. The provision recorded on 31 December 2008 was reversed in the amount of 2,341 thousand. Lastly, in the light of the expiry of two share option plans on 31 December, the risk provision for 160,000 recognised on 31 December 2008 was reversed. Bond loan The amount of this bond debt remained unchanged at 91 million, including 26 million maturing on 21 March 2011 and 65 million maturing in 2011/2012/2013. Share capital reduction On 15 May 2008, the General Meeting authorised the Management Board to cancel the shares acquired under share buyback programmes. On 12 May 2009, the Management Board reduced the share capital by 560 thousand by cancelling 560,152 treasury shares. This operation reduced equity by 4,590 thousand. Events after the balance sheet date In January 2010, a vessel belonging to ACERGY, for which ASG (a subsidiary of the Assystem Group) provided assistance in coordinating security and fire brigade duties for monitoring sheet metalwork subcontracted to Sobrena, the prime contractor for the repairs to the vessel, was struck by a fire in the port of Brest. Surveys are taking place to determine the amount of damages. However, the Group considers that it has not incurred any liability in relation to the services supplied through subcontracting on behalf of the prime contractor, and confirms that if its liability is implicated, this claim will be covered by the Group s insurance policies. NOTE 2 RULES AND ACCOUNTING METHODS The 2009 Company accounts were prepared and presented in accordance with Articles L to L of French Commercial Code (Code de Commerce), the provisions of Decree N of 29 November 1983 and the regulations of the French Accounting Regulations Committee (Comité de la Réglementation Comptable, hereinafter CRC ), in particular CRC N of 29 April Overview of accounting principles General accounting principles are used in accordance with commonly accepted rules: going concern; independence of financial years; consistency of accounting methods. Items are accounted for using the standard historical cost method. Fixed assets Tangible fixed assets are booked at their purchase cost (purchase price and related expenses less fixed asset acquisition costs) or production cost. Interest on financing specific to the production of fixed assets is not included in their production cost. Intangible fixed assets appear on the balance sheet at their original cost less any finance expenses. Depreciation expenses are calculated using the straight-line method in accordance with expected useful life. 148

151 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS Periods and modes of amortisation are as follows: Software... 1 to 5 years Patents... 4 years Facilities and fixtures... 5 to 10 years Transport equipment... 3 to 5 years Office equipment... 3 to 5 years Office furniture... 5 to 10 years Buildings years Equity investments Equity investments are booked at their historical purchase cost or contribution value. Disposals are valued on the basis of cost price. Capital gains or losses are calculated using the book value of the shares sold. A provision for impairment is recognised when the value in use is less than the purchase cost of the securities. The value in use of the entity is assessed independently using a multicriteria approach: DCF method, stock market valuation and peer group comparisons. Equity investment purchase cost These costs are recognised in expenses. For tax purposes, they are reincluded in the year of acquiring the investment securities and then subject to an extra-accounting deduction over five years. Other long-term investments Other long-term investments are recorded at their face value. Receivables Receivables and debts are recorded at their face value. If necessary, an impairment allowance is recorded for receivables to allow for risks of non-recovery. These are mainly receivables from related companies. Foreign currency transactions Foreign-currency revenues and expenses are recorded at their countervalue on the operation date. Foreign-currency debts, receivables and cash appear on the balance sheet at their countervalue at the end of the period. Any difference from updating foreign-currency debts and receivables with this closing rate is included in the balance sheet in unrealised foreign exchange gains or losses. A provision for contingencies is recognised in full for any unrealised foreign exchange losses that are not offset. Retirement benefits A provision of 16 thousand was booked at the balance-sheet date. Exceptional depreciation Exceptional depreciation recorded on the purchase of a building is reversed by tenths as from the tenth year. Provisions for contingencies and charges Provisions for contingencies and charges are allocated in accordance with accounting principles and CRC Regulation Nº regarding liabilities. Provisions for employees litigations Allowances are measured on a case-by-case basis based on the risk and reasons for the claim. Provisions for subsidiary risks A provision is allocated for subsidiaries for which risks are envisaged. Deferred expenses Deferred expenses comprise issuance expenses for the bonds with redeemable share subscription warrants. They were the subject of a provision of 35,000 over the financial year. Marketable securities Marketable securities are recognised at their purchase cost, excluding related expenses. When their sale value is less than this cost, an impairment allowance is recognised for the difference. 149

152 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 3 INFORMATION RELATIVE TO THE BALANCE SHEET AND INCOME STATEMENT 3.1 Change in fixed asset gross values In thousands of euros GROSS AMOUNTS INCREASE DECREASE GROSS AMOUNTS AT BEGINNING OF PERIOD IN GROSS AMOUNTS IN GROSS AMOUNTS AT END OF PERIOD Intangible fixed assets Tangible fixed assets 3, ,546 Long-term investments 289,370 8,950 9, ,741 TOTAL 293,524 8,958 9, ,820 Intangible assets correspond to software for a value of 490,000, a fully amortised patent for 15,000 and a business intangible for 28,000, also amortised. Tangible assets are composed of buildings and fixtures for 2,410,000, office equipment for 895,000 and works of art for 239,000. The increases and decreases in long-term investments essentially correspond to transactions on treasury stock. 3.2 Long-term financial investments This caption basically includes equity investments, loans related to shareholdings and treasury shares. In thousands of euros CHANGES IN OWN SHARES NUMBER VALUE (IN THOUSANDS OF EUROS) OF SHARES Number of own shares on 31 December ,460 6,649 Acquisitions 1,001,614 5,891 Disposals 653,307 4,383 Cancellations 560,152 4,591 Number of own shares on 31 December ,615 3,

153 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS 3.3 Change in depreciation and deferred expenses In thousands of euros DEPRECIABLE FIXED ASSETS AMOUNT INCREASES DECREASES AMOUNT AT BEGINNING OF PERIOD ALLOWANCES REVERSALS AT END OF PERIOD Intangible fixed assets Start-up expenses, R&D expenses Other intangible fixed assets Tangible fixed assets Buildings on own land 1, ,740 Buildings, fixtures and fittings General fixtures Transport equipment Furniture, IT and office equipment , ,845 TOTAL 3, ,198 In thousands of euros DEFERRED EXPENSES AMOUNT INCREASES DEPRECIATION AMOUNT AT BEGINNING OF PERIOD CHARGE AT END OF PERIOD Deferred expenses Deferred expenses / bonds with redeemable warrants

154 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 4 TABLE OF SUBSIDIARIES AND HOLDINGS SUBSIDIARIES AND HOLDINGS SHARE EQUITY PERCENTAGE CAPITAL (including OF SHARE 2009 net income) CAPITAL OWNED Detailed information on subsidiaries and holdings 1- Subsidiaries (more than 50% of share capital owned) EUROSYN ASSYSTEM POLSKA 111 NC 100 ASSYSTEM BRIME DEUTSCHLAND 25 22, ASSYSTEM IBERIA 2,465 2, ASSYSTEM SLOVAKIA ASSYSTEM PORTUGAL ASSYSTEM ITALIA ASSYSTEM CANADA (1) 7, ASG ASSYSTEM FRANCE 19,895 69, ASSYSTEM FACILITIES 2,786 21, (2) ASSYSTEM INNOVATION 6,480 3, ASSYSTEM ROMANIA (3) FIELD.SERV.INTERN 40 5, ASSYSTEM INTERNATIONAL 40-1, ASSYSTEM UK (4) , ANAFI ASSYSTEM BRIME ENGINEERING CONSULTING (5) SCICV FUTURA III SCICV ARC EN CIEL ASSYSTEM BELGIUM ASSYSTEM DEVELOPPEMENT ASSYSTEM EXPERT ASSYSTEM ENVIRONNEMENT ASSYSTEM MAROC TECHNOLOGIES (6) ASSYSTEM INDIA (7) TOTAL Participations (10 to 50% ownership) Not applicable (1) Average Canadian dollar exchange rate: 1 = CAD (2) Subject to the decision of Assystem France s EGM on 29 March 2010 (3) Average conversion rate of the Romanian lei: 1 = ROM (4) Average pound sterling exchange rate: 1 = 0.91 GBP (5) Average Chinese yuan exchange rate: 1 = CNY (6) Average conversion rate of the Moroccan dinar: 1 = MAD (7) Average conversion rate of the Indian rupee: 1 = INR 152

155 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS Amounts in thousands of euros GROSS CARRYING NET CARRYING LOANS AND AMOUNT SALES, NET INCOME DIVIDENDS AMOUNT AMOUNT ADVANCES GRANTED OF GUARANTEES EXCL. TAX FOR LAST COLLECTED OF SHARES HELD OF SHARES HELD (excluding group AND AVALS OF LAST FINANCIAL YEAR income tax GRANTED FINANCIAL YEAR current accounts) , NC NC - 15,585 15, ,447 5, , , ,618-1,450-8, , , , ,404 9,109 12,240 3,181 3, ,559 5,512 4,840 6,457 4, ,201 1, , ,016 12,031 12, ,421 3,138 4, ,084 16, ,731 1,757-1,250 1, , , , , , , , , ,432 Assystem had to provide for the securities in some of its subsidiaries. The impairment tests performed on 31 December 2009 for the Assystem Group in accordance with the accounting rules and methods described above did not detect any other signs of impairment. 153

156 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 5 PROVISIONS In thousands of euros CAPTION AMOUNT INCREASES DECREASES AMOUNT AT BEGINNING OF PERIOD AT END OF PERIOD Exceptional depreciation (1) Total regulated provisions Provisions for contingencies (2) 4, ,412 1,934 Provisions for exchange losses Provisions for retirement benefits Total provisions for contingencies and charges 4,628 1,038 3,494 2,172 Provisions for fixed asset impairment Provisions for equity investments (3) 14,941 44,390 2,000 57,331 Provisions for loans (4) Provisions for deposits and guarantees Provisions for treasury shares (5) Sub-total provisions / fixed assets 16,141 45,152 2,984 58,309 Provisions for impairment of trade receivables Provisions for impairment of current accounts Provision for impairment of sundry debtors Sub-total provisions / current assets Total provisions for impairment 16,292 45,611 2,991 58,912 TOTAL 21,156 46,649 6,579 61,226 Of which - operating allowances and reversals financial 46,180 6,478 - exceptional - 94 (1) The exceptional depreciation is for a building contributed by Assystem SA, purchased in The exceptional depreciation was determined in the amount of 50% of the gross value and is reversed by tenths as from the tenth year. (2) The increase is made up of a provision of 805,000 for freely-assigned Assystem shares. The decrease of 3,412,000 concerns free shares for 2,341,000, shares destined for a stock-option plan for 160,000, and recoveries of provisions concerning subsidiaries for 912,000. (3) The provisions constituted concern the subsidiaries of Assystem France for 37 million, Assystem Iberia for 5,150,000, Assystem Italia for 1,590,000 and Assystem Canada for 650,000. The reversal concerns Assystem UK. (4) A loan granted to a Canadian subsidiary was fully provisioned. (5) The valuation of the portfolio of treasury shares at the average price for the last month of the financial year showed an amount greater than the price at which the treasury shares were purchased. The provision recognised on 31 December 2008 for 984,000 was therefore reversed. 154

157 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 6 RECEIVABLES In thousands of euros STATEMENT OF RECEIVABLES GROSS AMOUNT UP TO MORE THAN 1 YEAR 1 YEAR Receivables for fixed assets Other investment securities Loans Interest accrued Other long-term investments Treasury shares (1) 3,625 3,625-4,679 3,625 1,054 Operating receivables Bad or doubtful debts Other trade receivables 5,165 5,165 - Advances and instalments on orders Government corporate income tax 3,640 3,640 - Government valued added tax Government duties, taxes and similar payments Receivables from Group and associates (current accounts) 3,043 3,043 - Supplier receivables Sundry receivables ,389 12,389 - Prepaid expenses (1) representing 557,615 Assystem share for a total of 3,567 thousands and share warrants for 58 thousands. TOTAL 17,194 16,140 1,054 NOTE 7 DEFERRED EXPENSES (in thousands of euros) Suppliers invoices to be received... 1,805 Tax and payroll liabilities Interest accrued on loans and debts: NOTE 8 DEFERRED INCOME (in thousands of euros) Clients invoices to be issued:... 3,047 Other receivables Sundry debtors Accrued interest to be received: NOTE 9 DETAILS OF INVESTMENT SECURITIES Table of changes in investment securities In thousands of euros CATEGORY BEGINNING OF PERIOD PURCHASES DISPOSALS END OF PERIOD Certificates of deposit 32,000 23,850 35,850 20,000 Commercial paper - 2,000-2,000 SICAV (money-market funds) 16, , ,824 32,560 The marketable securities include negotiable certificates of deposit, commercial paper, money market Sicav shares and FCP units. The portfolio is valued at the purchase price. The unrealised capital gain in mutual funds is not recorded at year-end. However, it is recognised for tax purposes and totalled 8 thousand on 31 December

158 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 10 PRE-PAYMENTS Prepaid income and expenses generally only relate to operations. NOTE 11 SHARE CAPITAL The company s share capital stands at 20,041,375. It is made up of shares with a value of 1. Composition of share capital CATEGORY OF SECURITIES NUMBER 1 - Equities or interests in share capital at beginning of period 20,601, Equities or interests in share capital issued in period Equities or interests in share capital cancelled in period 560, Equities or interests in share capital at end of period 20,041,375 The capital reduction took place on 12 May In thousands of euros STATEMENT OF CHANGES IN EQUITY Amount at beginning of period 223, ,934 Income for the year ended December 31-12,155-2,836 Dividend distributions / contribution premium reimbursements -9,794-7,550 Change in capital increase decrease ,500 Change in share premium account, reserves, retained earnings and regulated provisions increase - 1,299 decrease(1) -4,125-13,916 AMOUNT AT END OF PERIOD (2) 196, ,627 (1) Of which, 4,031 thousand reduction of the share premium made during the reduction of the share capital by 560,152 shares. (2) Of which, 67,481 thousand in reserves other than the legal reserve, equalling more than 19 times the purchase cost of the treasury shares owned. NOTE 12 OTHER INFORMATION On 31 December 2009, the Company had two categories of dilutive instruments: redeemable stock warrants and free share assignment plans. At the end of the period, the dilutive effect at the average price represented by these securities corresponded to 217,400 shares, equalling 1.13% of the weighted number of shares. 156

159 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 13 DEBTS In thousands of euros STATEMENT OF DEBTS GROSS AMOUNT UP TO 1 TO MORE THAN 1 YEAR 5 YEARS 5 YEARS Convertible bond loans Other bond loans 91, ,000 - Other loans from credit institutions: Loans and guarantees Group and affiliates 29,690 29, Trade and related payables 2,227 2, Staff and related payables Social security and related bodies Central and other government authorities Debts on fixed assets and related accounts Other payables Prepaid income Unrealised exchange losses TOTAL 125,508 34,508 91,000 0 BOND LOANS BEGINNING OF PERIOD INCREASE DECREASE BALANCE 78m bond loan 26, ,000 65m bond loan 65, ,000 Sub-total 91, ,000 Interest accrued at 31/12/ TOTAL BOND LOANS 91, ,576 BORROWING FROM CREDIT INSTITUTIONS BEGINNING OF PERIOD INCREASE DECREASE BALANCE COFACE Sub-total Borrowing from credit institutions Bank overdrafts TOTAL DEBTS TO CREDIT INSTITUTIONS FINANCIAL LOANS AND DEBTS Deposits and guarantees received TOTAL SUNDRY LOANS AND DEBTS SUBSIDIARY CURRENT ACCOUNTS ,573 TOTAL SUNDRY LOANS AND DEBTS ,

160 / ASSYSTEM / 70, Boulevard de Courcelles Paris FRANCE / TEL: +33 (0) / FAX: +33 (0) /

161 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS In thousands of euros RELATED EXPENSES AND REVENUES EXPENSES REVENUES Bond loan 2,898 - Debt to credit institutions 18 - Sundry loans ans debts (1) 5 - Subsidiary current accounts (1) Financial expenses and revenues relating to the interest on current accounts and the intra-group cash pooling. The Company s bond loan position was not modified during the period. The characteristics of the loans making up this debt are presented below: Bond characteristics Assystem s bond debt consists of two bond loans with the following characteristics: OBSAR 2005 Issue 02/02/2005 Face value 1,000 Amount ( million) 26 Maturity 21/03/2011 Rate 3-month Euribor percentage points Due dates quarters elapsed Term 3 years Quantity 26,000 Code FR OBSAAR 2008 Issue 09/07/2008 Face value 500 Amount ( million) 65 Maturity 2011/2012/2013 Rate Euribor 3m -0.88% Due dates quarters elapsed Term 5 years redeemable Quantity 130,000 Code FR Assystem s bond debt is subject to variable rates broken down as follows: Bond loan with redeemable share subscription warrants maturing in 2011, in the amount of 26 million and bearing interest at the 3-month Euribor plus 0.50 percentage points. The bonds of the bond loan with redeemable share subscription warrants maturing in 2011, 2012 and 2013 for an initial amount of 65 million bearing interest at 3M Euribor less 0.88 percentage points. Assystem SA has derivative financial instruments in order to hedge the interest rate risks of these loans, with the following characteristics: 3.184% fixed-rate swap on the outstanding amount of the 2011 bond loan, that is, 26,000 thousand, 4.044% fixed-rate swap on the 65,000 loan until 2011, 4.044% cap on the redeemable outstanding amount of the 2013 bond loan until its maturity. 158

162 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 14 OFF-BALANCE-SHEET COMMITMENTS Guarantee commitments In thousands of euros COMMITMENTS GIVEN AMOUNT Avals and guarantees 1,178 COMMITMENTS RECEIVED AMOUNT Avals and guarantees - Securities payment guarantees - Unused credit lines 55,000 Reciprocal Guarantee commitments In thousands of euros COMMITMENTS TOTAL PAYMENTS DUE BY PERIOD LESS THAN ONE TO MORE THAN A YEAR FIVE YEARS FIVE YEARS Long-term debts Finance lease commitments Operating leases vehicles premises 4, , Binding purchase commitments Other long-term commitments TOTAL 4, , Financial commitments Not applicable Acquisition purchase price supplements Not applicable 159

163 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 15 REVENUE Sales are composed of management services, fees and the provision of various types of expertise, mainly to Assystem Group subsidiaries. A breakdown of sales by business segment is not relevant. An analysis by geographical area would not be significant. NOTE 16 REMUNERATION Only one of the senior officers is paid directly by the Company. The salaries of other directors are paid by the companies HDL and H2DA, which are linked to Assystem via a regulated agreement, except for that of the salaried member of the Management Board from the UK subsidiary. In 2009, 190,000 was paid in attendance fees to Supervisory Board members. NOTE 17 AVERAGE HEADCOUNT One salaried employee during the year. NOTE 18 TRANSFER OF CHARGES Insurance repayment: 1,000 Benefits in kind: 4,

164 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 19 INCOME FROM FINANCING ACTIVITIES In thousands of euros FINANCIAL INCOME 2009 Income from investments 36,432 Dividends received 36,432 Income from other securities and receivables for fixed assets 14 Loan interest 14 Other interest and similar income 551 Income from marketable securities 305 Income from Group cash management 245 Other financial revenues 1 Reversal of provisions and transfer of charges 3,567 Reversal of provisions for exchange losses 81 Reversal of provisions for long-term investments (1) 5,486 Exchange differences 0 Exchange gains 0 Net proceeds from disposals of marketable securities 728 Interest on negotiable bills and commercial paper 728 TOTAL 43,292 In thousands of euros FINANCIAL EXPENSES 2009 Provisions and write-downs for financial items 46,180 Provisions for financial risks and liabilities (1) 45,957 Provisions for exchange losses 223 Interest and similar expenses 3,057 Loan interest 2,916 Bank charges 5 Expenses for Group cash management 136 Other financial expenses Exchange differences 28 Exchange losses 28 TOTAL 49,265 Financial result -5,973 (1) These amounts relate to provisions and reversals of provisions recorded for the Company s treasury shares, as well as an impairment allowance for the shares in subsidiaries. 161

165 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 20 EXTRAORDINARY RESULTS In thousands of euros EXTRAORDINARY INCOME 2009 Extraordinary income from capital transactions 902 Proceeds from intangible asset disposals - Proceeds from tangible fixed asset disposals 38 Proceeds from long-term investment disposals - Proceeds from disposals of treasury shares issued 864 Reversal of provisions 94 Reversal of provisions for contingencies and charges 94 TOTAL EXTRAORDINARY REVENUES 996 In thousands of euros EXTRAORDINARY EXPENSES 2009 Extraordinary expenses on management transactions 6,994 Other extraordinary management expenses 6,994 Extraordinary expenses from capital transactions 1,460 Net value of intangible asset disposals - Net value of tangible fixed asset disposals 36 Net value of long-term investment disposals - Discounts on equity/fixed-income buybacks 1,424 Extraordinary allowance for depreciation - TOTAL EXTRAORDINARY EXPENSES 8,454 Extraordinary result -7,458 The other non-recurring expenses on management transactions ( 6,994,000) are mainly composed of debt write-offs for foreign subsidiaries. NOTE 21 CORPORATE INCOME TAX In thousands of euros RESULT FOR PERIOD TAX NET INCOME FOR PERIOD BEFORE TAX AFTER TAX Ordinary income -7,268-13,914 6,646 Extraordinary result -7,458 11,343-18,801 Net income for the period -14,726-2,571-12,155 Breakdown of corporate income tax Tax was broken down between ordinary and extraordinary income, applying a 33.33% theoretical tax rate. Adjustments to book income to obtain taxable income have been classified by type. The effect of the tax consolidation system (integration method) has been included in extraordinary income. 162

166 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS Tax consolidation system The Company, Assystem SA, is the parent of an integrated tax consolidation group that includes the following firms: Assystem France, Assystem Facilities, SCI Pont Noir, Assystem Innovation, ASG, Athos Aéronautique, Assystem International, EuroSyn, Anafi and Anafi Plus, DATA 6,8,9,10,25,26,29,33,34,40,45,5 1,72,74,82,83,87,94,95, AFMS, SILVER ATENA France and Assystem Développement. Uniform methods were used for calculating corporate income tax and its breakdown between the tax group entities, in accordance with standard legal tax rules on the balance sheet date and as if each entity in the tax group were taxed separately. A difference only applies for the parent Company, since it is granted one single allowance for calculating the Company contribution, while each consolidated Group subsidiary has its own allowance. The tax savings by the Group from subsidiaries losses are recorded at the parent company but considered as a simple cash saving, since they revert to the loss-making subsidiary as soon as it returns to profitability. On an exceptional basis, the parent company will recognise a gain if a subsidiary would have lost its entitlement to the tax loss carry-forward had it not belonged to the Group. Increases and decreases in future tax liabilities In thousands of euros, at a 33.33% rate DECREASE IN FUTURE TAX LIABILITY 2009 AMOUNT BASE OF TAX Unrealised capital gain on UCITS (mututal fund) 8 3 Organic welfare contribution payable 20 7 Unrealised exchange losses Provision for contingencies and charges TOTAL PREPAID TAXES

167 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS NOTE 22 INFORMATION ON ASSOCIATED UNDERTAKINGS In thousands of euros GROSS AMOUNT RELATED COMPANIES Advances and on-account payments for fixed assets - Equity investments 284,062 Receivables on equity investments - Loans 762 Other long-term investments - Advances and instalments on orders - Trade and related receivables 4,763 Other receivables 3,338 Other bond loans - Loans and advances from credit institutions - Sundry loans and financial debts 29,689 Advances and on-account payments received on open orders - Trade and related payables 715 Debts on fixed assets and related accounts - Other debts 842 Income from equity investments 36,432 Other financial revenues 245 Financial expenses 135 NOTE 23 IDENTITY OF THE COMPANY CONSOLIDATING THE COMPANY ACCOUNTS The Company, Assystem SA, is the consolidating parent of the Assystem Group. 164

168 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS 4 - STATUTORY AUDITORS REPORT ON THE ANNUAL FINANCIAL STATEMENTS Year ended 31 December 2009 To the Shareholders, In accordance with the tasks assigned to us by the General Meetings, we hereby present our report for the year ended 31 December 2009, on: the audit of the annual financial statements for Assystem S.A., as they are attached to the present report; the justification of our assessments; and the specific verifications and information required by law. These financial statements have been prepared by the Management Board. Our responsibility is to express an opinion on these financial statements based on our audit. I. OPINION ON THE ANNUAL FINANCIAL STATEMENTS We have performed our audit according to the professional standards applicable in France. The standards require the implementation of checks to provide reasonable assurance that the annual financial statements do not contain significant anomalies. An audit consists of verifying, by test chack or by using other selective methods, the elements justifying the amounts and information given in the annual financial statements. It also involves an assessment of the accounting principles and significant estimates used and an evaluation of the overall presentation of the financial statements. We believe that our audit provides a sufficient and reasonable basis for our opinion. In our opinion, the annual financial statements are regular and accurate and give a true and fair view of the results of the Company s operations in the period elapsed as well as its financial position and net assets at the end of this period in accordance with French accounting principles and standards. II. JUSTIFICATION OF ASSESSMENTS The financial crisis which has been accompanied by an economic crisis has many consequences for companies and, in particular, as regards their business activity and financing. The lack of future visibility continues to create specific conditions this year for the preparation of the financial statements, particularly with regard to the accounting estimates that are required in application of accounting principles. It is in these circumstances, that we have made our own assessments which we are bringing to your attention under the provisions of Article L of the French Commercial Code: Regarding the valuation and impairment of the equity investments, the principles of which are described in Note 2 to the financial statements ( Investments section ), in assessing the accounting rules and principles used by the Company, we reviewed whether these accounting methods and the disclosures in the Notes were appropriate, and we have made sure of their correct application. The assessments thus made were part of our audit procedure for the annual financial statements taken as a whole and therefore contributed to the formation of our opinion expressed in the first part of this report. III. SPECIFIC VERIFICATIONS AND DISCLOSURES In accordance with professional standards applicable in France, we also performed the specific verifications required by law. We have no observation to make concerning the accuracy, or consistency with the annual financial statements, of the information given in the Management Board s management report or in the documents addressed to the shareholders with regard to the financial position and annual financial statements. Concerning the information supplied in application of the clauses of article L of the French commercial code on the remuneration and benefits paid to corporate officers and to the commitments made in their favour, we have checked their consistency with the financial statements or with the data used to prepare these financial statements and, where appropriate, with the information collected by your company from the companies controlling your company or controlled by it. On the basis of this work, we confirm the accuracy and truthfulness of this information. In accordance with the law, we obtained reasonable assurance that the management report contains the appropriate disclosures as to the acquisition of investments and controlling interests and the identity of both the shareholders and the owners of voting rights. Paris La Défense and Neuilly-sur-Seine, 29 March 2010 Statutory auditors KPMG Audit Department of KPMG S.A. Denis MARANGÉ Partner Deloitte & Associés Bénédicte SABADIE-FAURE Partner 165

169 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS 5 - STATUTORY AUDITORS REPORT ON THE REGULATED AGREEMENTS Year ended 31 December 2009 To the Shareholders, In our capacity as statutory auditors of the Company, we hereby present our report on the regulated agreements. AGREEMENTS AND COMMITMENTS AUTHORISED IN THE YEAR In application of Article L of the Commercial Code, we have been advised of the agreements and commitments that were subject to prior authorisation by the Supervisory Board. It is not our role to verify the possible existence of other agreements or commitments but, on the basis of the information disclosed to us, to inform you of the characteristics and main features of the agreements of which we have been informed, without expressing an opinion on their usefulness or appropriateness. It is your responsibility, under Article R of the Commercial Code, to assess interest in concluding these agreements and commitments with a view to their adoption. We carried out the work which we considered necessary in accordance with the professional guidelines of the Compagnie Nationale des Commissaires aux Comptes (French National Company of Statutory Auditors) in respect of this assignment. This work involved verifying that the information provided to us is consistent with the underlying documents on which it is based. Agreement on the provision of services between H.D.L S.A.S. and Assystem S.A. Signature of amendments n 7, 8 and 9 Interested parties: Mr Dominique Louis, President of the Management Board of Assystem S.A. and President of H.D.L. S.A.S. Nature and terms and conditions: During 2009, the parties to the agreement on the provision of services wished, under an amendment to this agreement (amendment n 7), to determine the amount of the fixed part due by your Company for the services that were supplied in Your Supervisory Board, meeting on 10 March 2009, authorised the changes made by this amendment, which specifies that in payment for the services defined in article 1 of the service agreement, H.D.L. S.A.S. will receive the outright amount of 1,607,500 ex-vat for the 2009 financial year. This payment takes into account the subcontracting of part of the services entrusted by H.D.L. S.A.S. to its subsidiary, H2DA SARL. Subsequent to the cessation, from 7 October 2009, of the services provided by Jean-François Lours under the service agreement, your Supervisory Board, meeting on 4 November 2009, decided, according to the recommendation of the Remuneration and Nominations Committee meeting on 2 October 2009: To change, through an amendment to the agreement (amendment n 8), the annual amount for the services provided by H.D.L. S.A.S. during 2009 to the forfeitary amount of 1,523,923, instead of 1,607,500 according to the seventh amendment mentioned above. To pay H.D.L. S.A.S., through an amendment to the agreement (Amendment n 9), an additional exceptional amount of 600,000 ex-vat. Accordingly, in relation to the 2009 financial year, your Company paid 2,123,923 euros under this service-provision agreement. Debt write-off Assystem Italia Interested parties: Mr Gérard Brescon, member of the Management Board of Assystem S.A. and director of Assystem Italia. Nature and terms and conditions: Your Company granted a debt write-off of 6,306,598 to its Italian subsidiary Assystem Italia, in an agreement signed on 15 December This agreement was authorised by your Supervisory Board, meeting on 18 January Debt write-off Assystem Belgium Interested parties: Mr Gilbert Vidal, member of the Management Board of Assystem S.A. and manager of Assystem Belgium. Nature and terms and conditions: Your Company granted a debt write-off of 430,000 to its Belgian subsidiary Assystem Belgium, in an agreement signed on 18 December This agreement was authorised by your Supervisory Board, meeting on 18 January Debt write-off Assystem Portugal Interested parties: Assystem Portugal is a fully-owned subsidiary of your Company. Nature and terms and conditions: Your Company granted a debt write-off of 260,000 to its Portuguese subsidiary, Assystem Portugal, in an agreement signed on 18 December This agreement was authorised by your Supervisory Board, meeting on 18 January

170 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS Allocation of free shares Persons concerned: Stéphane Aubarbier, David Bradley, Gérard Brescon and Gilbert Vidal, members of the Management Board of Assystem S.A. Nature and terms and conditions: Your Supervisory Board, meeting on 4 November 2009, according to the recommendation of the Appointments and Remuneration Committee meeting of 3 November 2009, decided to assign, to Stéphane Aubarbier, David Bradley, Gérard Brescon and Gilbert Vidal, members of the Management Board, 15,000 free shares each, for a total distribution of 60,000 free shares. Valuation of these free shares using the method chosen for the consolidated financial statements as at 31 December 2009, represented a total amount of 538,200. AGREEMENTS APPROVED IN PREVIOUS FINANCIAL YEARS AND REMAINING IN EFFECT IN THE PERIOD In application of the Commercial Code, furthermore, we have also been informed that the following agreements and commitments, approved in earlier years, remained in effect in the last period. Cash pooling Management of the Group s cash was entrusted to Assystem Belgium until the end of June As part of an internal reorganisation, Assystem S.A. directly took over this activity from 1 July In relation to the period from 1 January 2009 to 30 June 2009, your Company paid financial interest charges of 64,819 under this agreement. Commitments in favour of Mr Gilbert Vidal, a member of the management board and the group s chief financial officer Your Supervisory Board, meeting on 18 March 2008 and 8 April 2008, authorised the signature of an employment contract between Mr Gilbert Vidal and your Company, with effect from 1 February This employment contract specifies: Basic annual remuneration of 250,000 paid over 12 months, Variable remuneration in the form of a premium based on an increase in Assystem s consolidated operating profit, limited to 200,000 for a full-year, A severance payment, if the employment contract is terminated at the employer s initiative, fixed at 400,000. The criteria that apply for this severance payment to be paid were defined by the meeting of the Supervisory Board on 8 April 2008 and supplemented by the meeting of the remuneration committee on 16 October In relation to the 2009 financial year, your Company paid 250,000 euros under this agreement, corresponding solely to the basic annual remuneration, as there was no variable remuneration for this year. Agreement on the provision of services between H.D.L S.A.S. and Assystem S.A. On 22 January 2004, Assystem S.A. and H.D.L. S.A.S. concluded an agreement under which H.D.L. S.A.S. undertook to supply assistance in corporate management, administration and organisation to Assystem S.A. This agreement was the subject of 6 amendments between 2005 and The terms of the said agreement, modified in May 2008 by amendment n 6, fixed: The terms under which part of the services entrusted to H.D.L. S.A.S. would be subcontracted to its subsidiary H2DA SARL, The terms for setting the fees include a fixed part and a variable part, this last known as a success fee, corresponding to 30% of the amount of the increase in operating profit, compared to the average operating profit for the Assystem Group over the two previous financial years. This variable part is limited to an ex-vat amount of 1,500,000, The conditions for renewing the agreement: agreement concluded for a period of 4 years, renewable by mutual agreement, The termination compensation following a change of control of Assystem. This compensation stands at twice the average of the fixed part due for the services provided during the two years preceding termination in case of a friendly takeover and three times this same average in case of a hostile takeover. The changes made by amendments n 7, 8 and 9 signed during 2009, and the amounts invoiced for 2009, are described in the first part of this report. Tasks given to Supervisory Board member On 22 December 2005, recognising the authority, experience and expertise of Mr Jean-Pierre Desgeorges, the Supervisory Board authorised the following tasks with the President of the Supervisory Board: Representation of the President of the Supervisory Board Advice Lobbying in international areas in the Transport and Energy segments, particularly in China. As part of this work, in accordance with his requirements, Assystem S.A. shall provide Mr Desgeorges with an office and reimburse the transport and telephone expenses he incurs. In 2009, the Company incurred a total of 81,670 in expenses under this agreement. Paris La Défense and Neuilly-sur-Seine, 29 March 2010 Statutory auditors KPMG Audit Department of KPMG S.A. Denis MARANGÉ Partner Deloitte & Associés Bénédicte SABADIE-FAURE Partner 167

171 CHAPTER 8 PARENT COMPANY FINANCIAL STATEMENTS 168

172 CHAPTER 9 9 CERTIFICATION OF THE 2009 REFERENCE DOCUMENT 1- CERTIFICATION OF THE 2009 REFERENCE DOCUMENT BY THE PERSONS RESPONSIBLE Having made every reasonable effort in this respect, we hereby certify that the information contained in this reference document is, to our knowledge, in conformity with the actual situation and free from any material misstatement. We certify that to our knowledge the accounts have been prepared in accordance with the applicable accounting standards and give a true and fair view of the net assets, financial situation and results of the Company and the group of companies included in consolidation and that the accompanying Management Report shown from pages 53 to 65, presents a true and fair image of the business developments, financial situation and results of the Company and the group of companies included in consolidation, as well as a description of the main risks and uncertainties they face. We have received a letter from the statutory auditors confirming that the audit has been completed. The letter states that information relating to the financial situation and accounts contained in this reference document has been verified and that the entire document has been read. The consolidated financial statements for the year ending 31 December 2009, included in the present reference document, were the subject of a report from the statutory auditors shown on page 145. Without calling into question the opinion that they expressed on the financial statements, the statutory auditors, in their report on the consolidated financial statements for the year ending 31 December 2009, made a comment calling the reader s attention to the changes in accounting methods resulting from standards, amendments and interpretations applied by your company since 1 January 2009, in particular the IFRS 8 standard Operating Segments, and the revised IAS 1 standard Presentation of Financial Statements. The parent-company financial statements for the year ending 31 December 2008, included in the 2008 reference document registered with the Financial Markets Authority on 2 April 2009 under number D , were the subject of a report by the statutory auditors. Without calling into question the opinion that they expressed on the financial statements, the statutory auditors, in their report on the parent-company financial statements for the year ending 31 December 2008, made a comment drawing the reader s attention to a change in the accounting method relative to the treatment of fees for the issue of bonds. President of the Assystem SA Management Board: Dominique LOUIS Person in charge of financial information: Gilbert VIDAL Chief Financial Officer Member of the Management Board Paris, 31 March

173 CHAPTER TABLE OF CONCORDANCE References 1. PERSONS RESPONSIBLE STATUTORY AUDITORS , 62, 79, 145, 165, SELECTED FINANCIAL INFORMATION Historical financial information to Selected financial information for interim periods N/A 4. RISK FACTORS to INFORMATION ABOUT THE ISSUER History and development of the company cover flap, Investments BUSINESS OVERVIEW Main activities cover flap, 53 to 60, 86, Main markets cover flap, 53 to 60, 86, Activities and markets influenced by non-recurring events cover flap, 53, 101, Degree of dependency of the issuer with regard to patents, licenses, industrial, commercial or financial contracts or new manufacturing processes N/A Basis for any statements made by the issuer regarding its competitive position ORGANISATIONAL STRUCTURE Description of the Group cover flap, 10 to 13, 62, 65, 101, 152, List of major subsidiaries cover flap, 62, 65, 101, 152, PROPERTY, PLANT AND EQUIPMENT , OPERATING AND FINANCIAL REVIEW Financial situation to 57, 80 to 84, 94 to 100, Operating result , CAPITAL RESOURCES Information on the issuer s short and long-term capital , 56, 111 to 113, Cash flows (source and amount) , 56, 83, 97 to Borrowing requirements and funding structure of the issuer to Information regarding any restrictions on the use of capital resources that have materially affected, or could materially affect, directly or indirectly, the issuer s operations Information regarding the anticipated sources of funds needed to fulfil commitments , 97, RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES TREND INFORMATION The most significant trends affecting production, sales and inventory and costs and selling prices from the end of the last financial year to the date of the registration document , Information on any known trends, uncertainties, requests, commitments or events that are reasonably likely to have a material effect on the issuer s prospects for at least the current financial year cover flap, PROFIT FORECASTS OR ESTIMATES A statement setting out the main the assumptions upon which the issuer has based its forecast or estimate N/A A report prepared by independent accountants or auditors stating that the profit forecast or estimate has been properly compiled on the basis stated and that the accounting basis used for the profit forecast or estimate is consistent with the accounting policies of the issuer N/A Profit forecast or estimate prepared on a basis comparable with the historical financial information N/A If a profit forecast has been published in a prospectus still outstanding, a statement setting out whether or not that forecast is still correct N/A 170

174 CHAPTER 10 TABLE OF CONCORDANCE References 14. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES Administrative, management or supervisory bodies to Conflicts of interests in the administrative, management or supervisory bodies REMUNERATION AND BENEFITS Amount of individual remuneration paid (including conditional or deferred remuneration) and benefits in kind granted by the issuer and its subsidiaries for services of any type supplied to them by this person to Total amounts set aside or otherwise recorded by the issuer or its subsidiaries to provide pension, retirement and similar benefits N/A 16. FUNCTIONING OF SUPERVISORY AND MANAGEMENT BOARDS Expiry dates of current terms of office to Information about members of the administrative, management or supervisory bodies service contracts , 47, 166, Information on the Audit Committee and the Remuneration and Nominations Committee , 36, Compliance with applicable Corporate Governance , 36, 72 to EMPLOYEES Headcount cover flap, 3, Shareholdings and stock options , 71, 124 to Any arrangements involving employees in the issuer s capital N/A 18. MAJOR SHAREHOLDERS Shareholders holding more than 5% of the share capital , Existence of different voting rights , Whether the issuer is directly or indirectly owned or controlled , Any arrangements, known to the issuer, the fulfilment of which may at a subsequent date result in a change of control of the issuer N/A 19. RELATED PARTY TRANSACTIONS to 139, FINANCIAL INFORMATION CONCERNING THE ISSUER S NET ASSETS, FINANCIAL POSITION AND EARNINGS Historical financial information to Pro forma financial information N/A Financial statements to 144, 146 to Auditing of annual historical financial information , 166, Date of latest historical information N/A Interim financial information N/A Dividend distribution policy , 61, Legal and arbitration proceedings Significant change in the issuer s financial or trading position N/A 21. ADDITIONAL INFORMATION Share capital to 30, 84, 111, Memoranda and Articles of Association , SIGNIFICANT CONTRACTS N/A 23. THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF INTEREST N/A 24. PUBLICITY AVAILABLE DOCUMENTS INFORMATION ON INVESTMENTS , 152,

175 CHAPTER 10 TABLE OF CONCORDANCE In accordance with article CE n 809/2004 dated 29 April 2004; the Reference Document includes the following information: The consolidated financial statements for the year ended 31 December 2009, the Notes to the financial statements, the statutory auditors report and the related management report, presented respectively on pp and pp of the Reference Document filed with the AMF on 31 March 2010 under N D The consolidated financial statements for the year ended 31 December 2008, the Notes to the financial statements, the statutory auditors report and the related management report, presented respectively on pp and pp of the Reference Document filed with the AMF on 2 April 2009 under N D The consolidated financial statements for the year ended 31 December 2007, the Notes to the financial statements, the statutory auditors report and the related management report, presented respectively on pp and pp of the Reference Document filed with the AMF on 31 March 2008 under n D and the updated version of the document filed with the AMF on 13 June

176 CHAPTER FINANCIAL AGENDA February 2010 Release of 2009 revenue 15 March 2010 Release of 2009 annual results 16 March 2010 Presentation of 2009 annual results to Financial Analysts 5 May 2010 Annual General Meeting 11 May 2010 Release of revenue for 1st quarter July 2010 Release of revenue for 1st half-year September 2010 Release of results for 1st half-year September 2010 Presentation of results for 1st half-year 2010 to Financial Analysts 4 November 2010 Release of revenue for 3rd quarter 2010 PUBLICLY AVAILABLE DOCUMENTS In particular, the following documents are available from the website The present Reference Document registered with the Financial Markets Authority on 31 March 2010 (D ), The Reference Documents for 2008, 2007 and 2006 in the form of annual reports on 2 April 2009 (n D ); 13 June 2008 (n D ); 24 April 2007 (n D ); Financial press releases issued by the Company, The press release specifying the terms for the provision of a prospectus, The half-yearly financial report on 30 June 2009, The quarterly financial information for 2009, 2008 and 2007, Information on the total number of voting rights and shares, The press release concerning provision and consultation of documents in preparation for the Annual General Meeting, The press release on the provision of the present Reference Document, The description of the share buyback programme. The Articles of Association and parent company financial statements of Assystem SA may be consulted at the Company s registered office at 70 Boulevard de Courcelles, Paris, France, or be obtained on request from the Company. 173

177 CHAPTER 11 LIST OF DISCLOSURES ISSUED TO THE PUBLIC BY ASSYSTEM OVER THE LAST 12 MONTHS AND SINCE 01/01/2009 (Art of the AMF General Regulations) LIST OF ASSYSTEM SA S LEGAL ANNOUNCEMENT REFERENCES (FROM 01/01/2009 TO 15/02/2010) Medium: Les Petites Affiches (journal of legal announcements) /05/2009 Announcement n Reduction in equity capital and appointment of joint statutory auditors. 17/11/2009 Announcement n Appointments to the Supervisory Board and Management Board 12/01/2010 Announcement n Resignation of a member of the Management Board List of BALO (Bulletin of Obligatory Legal Announcements) publications /02/2009 Announcement n Consolidated revenue for /03/2009 Announcement n Notice to attend the Annual General Meeting on 30 April /04/2009 Announcement n Supplement to the notice to attend of 25 March /05/2009 Announcement n Notice to attend the Annual General Meeting sent to bearers of redeemable stock warrants on 30 June /07/2009 Announcement n Half-yearly report on liquidity contract 174

178 CHAPTER 11 LIST OF DISCLOSURES List of press releases /01/2009 AFEP-MEDEF recommendations. 08/01/2009 Half-yearly report on liquidity contract 05/02/2009 Announcement of 2008 revenue - Telephone conference. 12/02/2009 Revenue for /02/2009 Presentation of results for /03/2009 Announcement of annual results Telephone conference. 07/04/2009 Notice to attend the Combined General Meeting on 30 April /05/2009 Announcement of revenue for 1 st quarter Telephone conference. 11/05/2009 Press release subsequent to the AGM of 30 April /05/2009 Revenue for 1 st quarter /05/2009 Description of share buyback plan of 12 May /06/2009 Shares and voting rights. 17/07/2009 Half-yearly report on liquidity contract. 24/07/2009 Revenue for 1 st half-year Telephone conference. 06/08/2009 Results of 1 st half-year /08/2009 Half-yearly financial report of 30 June /11/2009 Revenue for 3 rd quarter /11/2009 Gilbert Vidal in charge of investor relationships. 06/11/2009 Appointment to the Management Board of Assystem. 11/01/2010 Half-yearly report on share buyback plan. 11/02/2010 Release of 2009 revenue. 15/03/2010 Release of 2009 annual results. 175

179 CHAPTER