ENGINEERING AND INNOVATION CONSULTANCY 2008 REFERENCE DOCUMENT
ASSYSTEM 2008 REFERENCE DOCUMENT CONTENTS Key Figures... Flap Assystem... 1 Interview with the President of the Management Board... 2 Corporate Governance... 4 Profile... 6 Organisation Chart... 10 Financial Report... 11 Design & Layout: Les Éditions Stratégiques - 01 49 48 97 98 Photos: Assystem. May 2009
KEY FIGURES 2008 Our top 10 customers represent 60% of sales (in M ) Distribution of sales by customer business segment (Calculated for 80% of 2008 revenues) 142.6 EADS-Airbus 49.8 EDF 42.2 Renault 34.3 Thales Group 30.8 Peugeot PSA 26.5 General Electric 20.5 Alstom 20.3 Areva 19.1 Safran 17.7 MTU 38% Aeronautics 25% Energy & Nuclear 17% Automotive 9% Defence 3% Telecom 2% Pharmaceuticals 6% Miscellaneous Distribution of Capital as of 31/12/2008 Assystem Share price and average daily volume 17.10 % Caisse des Dépôts et Consignations 1.10 % Empl. Mutual fund 3.00 % Members of Supervisory Board and Management Board 3.70 % Treasury stock 48.40 % Public 14 12 10 8 6 4 2 J08 F08 M08 A08 M08 J08 J08 A08 S08 O08 N08 D08 J09 F09 60,000 50,000 40,000 30,000 20,000 10,000 0 26.70 % D.Louis/HDL Group Volume Highest Lowest
ASSYSTEM REFERENCE DOCUMENT 2008 Sales by geographical area (in M ) Sales by country (in M ) Sales by division (en M ) 642 653 672.1 442 452 481 200 201 191.1 2006 2007 2008 France Outside France 481.0 France 74.0 Germany 58.5 United Kingdom 13.5 Italy 11.3 Spain/Portugal 3.3 Romania 30.5 Others 170.8 Aeronautics 128.9 Technologies 114.7 Facilities 108.8 Energy & Nuclear 80.7 Automotive 51.9 Industries/ Naval/Defence 16.3 Others Workforce Evolution Workforce by country Workforce by division 8,800 8,937 9,470 6,458 6,487 6,753 2,342 2,450 2,717 2006 2007 2008 France Outside France 6,753 France 851 Germany 650 United Kingdom 341 India 213 Italy 204 Spain/Portugal 129 Romania 330 Others 1,880 Facilities 1,879 Aeronautics 1,511 Technologies 1,395 Energy & Nuclear 1,198 Automotive 629 Industries/ Naval/Defence 978 Others Net Debt/Equity Net Debt/EBITDA* Operating Income (in M ) 55% 19% 14% 1.73 0.52 0.35 31.2 35.9 42.3 2006 2007 2008 2006 2007 2008 * EBITDA = operating income + depreciation and amortization + net provision allocations 2006 2007 2008
ProFile A GLOBAL ENGINEERING GROUP Assystem is an international industrial engineering group with French roots. Focused on industry, ambitious technology projects and provision of services, our business culture has been crafted and refined throughout our 40-year history. Our mission consists in helping companies to reduce the costs and lead times involved in developing their new products and processes and bringing them to the production stage. With nearly 10,000 employees, we bring our technical, scientific and methodological expertise to bear in leading-edge innovation sectors, such as aeronautics, nuclear energy and the rail and automotive industries. Our engineering centers located in 13 countries worldwide and our commitment to team mobility enable us to perform anywhere in the world without compromising the Made in Assystem quality. 2008 revenue 672.1 Million EMPloYeeS 9,470 present in 13 countries
2008 was the best financial year to date for Assystem, for Assystem, with a 4.3% organic growth in revenue at 672.1 million. Assystem is also showing an operating profit of 42.3 million (equals 6.3 %), an improvement over 2007 levels. At the same time, our free cash flow of 35.4 million enables us to continue to reduce our net borrowings. Our gearing has fallen from 19 % to 14 %, whilst net debt is now approximately one-third of EBITDA. SOLIdity & RESPONSIvENESS interview with the President of the Management Board dominique louis The constant improvement seen in our key indicators over several years reflects the quality of the groundwork done within the company to set up detailed procedures, improve the efficiency of our cross-disciplinary functions, improve control of our international subsidiaries and ensure the permanent implementation of management best practice. Paradoxically, the Assystem share price has never been lower, despite the fact that earnings per share have risen by over 50%, and that our stated intention is to propose a dividend increase of more than 30% higher dividend increase of more than 30% higher than 2007. This is undoubtedly the result of market uncertainty about the future, and no one would seek to minimize the seriousness of the crisis in which the whole world now finds itself. Nevertheless, in addition to its rigorous approach to management, Assystem has other sound reasons for being confident about the future. Our multi-sector exposure and adaptability allow us to absorb the contraction now being seen in several outsourced R&D market segments in Europe, and particularly in the automotive industry. 2 assystem
The aeronautic industry, to which we are a strategic supplier, continues to grow strongly, as can be seen from the diversity of our European order book amongst the industry s major players. Our operations in India and Romania continue to play their role in reducing costs in an economic environment under increasing pressure. I would add that the quest for greater commercial efficiency and further reductions in our indirect costs are a priority for the 2009 financial year. The second reason for our confidence about the future is the dynamic trend in the energy and nuclear power markets, which offers us good long-term visibility. Assystem is recognized as a significant player in this industry, where we have been able to maintain a high level of strong expertise. The start-up of EPR programs in Europe and abroad brings with it some very exciting prospects for Assystem. Our historic expertise in testing and commissioning, our proven know-how in major project management and our experience of cross-cultural management should give us an enviable position in this market. As an important contributor to progress and modernity through a double commitment in sustainable development engineering (energy) as well as in engineering and technology consultancy (aeronautics, transportation, etc.), Assystem remains confident in its ability to create long-term value for its customers, its employees and shareholders. REFERENCE DOCUMENT 2008 3
Assystem is a public limited company with a Management Board and a Supervisory Board. This form of company allows effective separation of Directory and control. The management at Assystem attaches enormous importance to the efficiency of its major decisionmaking processes and the flow of information within the Group, with this permanent concern applying particularity in view of its highly decentralized operating structure. CORPORATE GOVERNANCE The Supervisory Board The Supervisory Board met seven times during the year to review the preparatory submissions received, with an attendance rate of 81%. In accordance with the Articles of Association and its rules of procedure, the Supervisory Board 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 has decided to address particular issues concerning the Group s strategy directly, and has set up two Committees to do so: an Audit Committee and a Remuneration and Nominations Committee, each with its own rules of procedure. The Audit Committee The Audit Committee met five times in 2008, with an attendance rate of 95%. The task of the Audit Committee is to assist the Supervisory Board in carrying out its financial and auditrelated duties and responsibilities. Remuneration and nominations Committee The Remuneration Committee met four times in 2008, with an attendance rate of 100%. The task of this Committee is to submit proposals to the Supervisory Board concerning the nominations and remuneration of members of the Supervisory Board, members of the Management Board, the Chairman of the Management Board, general management and members of the Audit Committee. The Management Board The Management Board currently consists of six members: the President of the Management Board Dominique Louis, who represents the company in relation to third parties, and five members covering all the functional and operational competencies essential for the growth of the Group. 4 assystem
The Management Board. Front row left to right: Stéphane Aubarbier, Gilbert Vidal and Jean-François Lours. Back row left to right: Dominique Louis, David Bradley and Gérard Brescon The Management Board Dominique Louis PRESIDENT Jean-François Lours VICE-PRESIDENT Executive Vice-President, in charge of Strategy Stéphane AuBArbier Executive Vice-President, in charge of Engineering David BRAdley Executive Vice-President, in charge of Aeronautics Gérard BresCon Executive Vice-President, in charge of Human Resources development Gilbert vidal Executive Vice-President, in charge of Finance The Supervisory Board Michel COMBES PRESIDENT Jean-Pierre DESGEORGES VICE-PRESIDENT Jean-Pascal TRANIÉ Rémy CHARDON Armand CARLIER Philippe BRAIDY Gilbert LEHMANN Stanislas CHAPRON Pierre GUÉNANT 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 REFERENCE DOCUMENT 2008 5
Assystem employs 9,500 people in 13 countries Its international presence positions the Group to assist all its customers as a favoured partner. Belgium Canada China France Germany India Italy Morocco Portugal Romania Spain Switzerland United Kingdom 6 assystem
markets & competencies Assystem today ASSYSTEM A GLOBAL ENGINEERING GROUP Over 40 years of history 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 1973. 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. 1989 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. 1996 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 employs 9,500 people in 13 countries located in Europe (France, United Kingdom, Germany, Italy, Spain, Portugal, Romania, Switzerland, Belgium), in Asia (China and India), in Morocco and Canada. Nearly one-third of the Group revenue is now generated outside France. The Assystem Group provides services to international customers in the energy sector (nuclear and conventional) and industries including, most importantly, aeronautics, space, automotive and railway. Its international scope means it is able to assist its customers with all their operations, providing the specific skills of its European and offshore (Romania and India) subsidiaries for their major projects. Thanks to this international presence, the Group is well-placed to assist its customers as a favoured partner, in particular in aeronautics, in which it is the leading European design firm as regards aero-structures and engines. Its objectives are based on its partnership culture, on the complementary nature of the know-how of its subsidiaries and on its adaptability to changing circumstances: since 2008, it has begun a major redeployment of its employees so as to meet the requirements of the nuclear sector, in Europe today, and worldwide in the future. 28 % Revenues realised outside france REFERENCE DOCUMENT 2008 7
markets & competencies Four major business lines Assystem s operations encompass process engineering, product engineering, production support and the outsourced R&D of new technologies. Its excellence in these four business lines is based on several decades of sector-based experience, capitalised upon in the expertise of its reference in-house business lines. In order to fully enhance this expertise, Assystem has developed its control of project management by introducing an organisation which meets the specific requirements of both major projects and technical support. Process engineering, its original business line, covers designing production systems, industrial investment project management, tests and commissioning, training and industrial transfers. As an example, the Group acts as project manager for major energy operators, as a developer or definer of integrated equipment for electric power plants; and as project-owner assistant for industrial transfer operations or for the construction of plants, in particular, in the biotechnologies sector. In product engineering, the Group s skills range from functional analysis to validation, via design, calculation and testing. In the aeronautics sector, it is entrusted with very varied assignments: mechanical dimensioning, design of aero-structures, retrofitting and installing systems, in particular, electrical systems, and the integration of the major sections of aircraft (centre part of a fuselage). In the automotive industry, it works on both the development of models, for example, a fuel cell battery demonstration vehicle, and on the adaptation of a component or a whole engine to a new technical environment. In the production support businesses, the Group works in operation-maintenance where it is also sought after in exports, for example to assist the operator of a nuclear power plant in managing its tranche shutdowns. For improving industrial performance levels, it conducts audits prior to the modernisation of the facilities. It has also developed training sessions leading to accreditation for service providers in the nuclear sector. It has significant expertise in logistics and regularly assists with the installation of heavy infrastructures worldwide. Finally, through the electronic engineering as well as in scientific and technical IT business lines, the Group is involved in studies and prototypes, the development of equipment and software, system integration, validation, training, operations and the maintaining in operational condition (MOC). Its main expertise relates to safety, electronics, on-board systems and automatisms. As an example, it has designed a navigation calculator for warships and it has carried-out acceptance work for on-board equipment in satellites or the MOC of nuclear power plant automatons. 8 assystem
The notion of continual adaptation As it is with living species, so it is with companies: only the most agile and the most adaptable can win. Convinced of this reality, the Assystem Group continually reinvents and redesigns itself in response to the expectations of constantly-evolving markets. It supports its customers in Eastern Europe, Morocco and India and adopts its international growth plans to follow them into their new emerging markets. Assystem has proved this capacity to adapt on many occasions. It is an ability based on two key strengths: the diversity of its expertise and business sectors, that ensures its continued growth and its culture of sector and geographical mobility sustained by the Group s well-developed procedures for optimizing the operation of its multicultural teams. Against a background of improvement in every one of its financial indicators, Assystem looks forward with confidence to 2009. One of the main reasons behind this confidence is the performance achieved by our teams in the Energy and Nuclear Power markets. Both offer enormous growth potential, and Assystem possesses distinctive core skills that set the Group apart from its competitors in these fields, which now represent 30% of our revenue and offer us real visibility over the medium term. Dominique Louis, President of the Management Board. REFERENCE DOCUMENT 2008 9
SIMPLIFIED ORGANISATION CHART OF ASSYSTEM GROUP As of January 1 st 2009 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 Morroco Asm Technologies 100 % Romania AssysTem Romania Canada AssysTem Canada Switzerland Geneva branch of ASSYSteM France ASG AssysTem France France ATHOS Aéronautique AssysTem Facilities ANAFI and its subsidiary EUROSYN Développement India China ASSYSteM India ASSYSteM Engineering Consulting AssysTem International Silver atena Limited * Silver Atena Electronic Systems Private Limited (India) Silver Atena (Spain) S.L. Silver Atena Electronic Systems Engineering GmbH Silver Atena (UK) Limited 10 assystem
FINANCIAL REPORT This Reference Document was filed with the French Financial Market Authority (Autorité des Marchés Financiers, hereinafter AMF) on 2 April 2009, in accordance with Article 212-13 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.
CONTENTS CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL................................ 14 1 - General Information about the issuer.................................................. 14 2 - General Information about the capital................................................. 15 3 - Fees of Statutory Auditors and affiliated members paid by the Group.......................................................................... 22 CHAPTER 2 GOVERNANCE.................................................................................. 24 1 - Ssupervisory Board......................................................................... 24 2 - Mmanagement Board....................................................................... 31 3 - Insider Trading and Market Code of Conduct......................................... 34 4 - Conflicts of Interest....................................................................... 34 5 - Remuneration and Benefits in kind granted by the Company and its Affiliates during the 2008 Financial Year to members of the Administrative, Management and Supervisory bodies in office........... 34 CHAPTER 3 MANAGEMENT REPORT BY THE MANAGEMENT BOARD............................. 40 1 - Business..................................................................................... 40 2 - Group Results............................................................................. 41 3 - Risk Factors................................................................................. 44 4 - Assystem sa Company Financial Statements........................................ 47 5 - Remuneration of Corporate Officers................................................... 51 6 - Information concerning the Administration, Management and Supervisory bodies.................................................. 51 7 - Sstatement of Assystem sa s Financial Results for the last 5 years.............. 53 8 - Delegations of Responsibilities and Authorisations given to the Management Board for Capital Increases.................................... 54 CHAPTER 4 OTHER REPORTS BY THE MANAGEMENT BOARD...................................... 56 1 - Sspecial Report on the Operations Relating to Allotments of Free Shares............................................................ 56 2 - Sspecial Report on Share Subscription or Purchase Options....................... 57 12 assystem
CHAPTER 5 CHAIRMAN OF THE SUPERVISORY BOARD S REPORT.................................. 58 1 - Conditions for the preparation and organisation of the work of the Supervisory Board Corporate Governance................... 58 2 - Implementation of the APEF-meDEF Recommendations set forth in the Corporate Governance Code for Listed Companies published in December 2008............................................................ 59 3 - Internal Control Procedures............................................................. 59 4 - Sstatutory Auditors Report on the Report of the Supervisory Board Chairman.................................................... 65 5 - Observations of the Supervisory Board on the Financial Statements for the year ended 31 December 2008.................................................. 65 CHAPTER 6 CONSOLIDATED FINANCIAL STATEMENTS.............................................. 66 1 - Consolidated Balance Sheet............................................................. 66 2 - Consolidated Income Statement........................................................ 67 3 - Statement of Income and Expenditure recognised during the period........... 68 4 - Consolidated Statement of Cash Flows................................................ 69 5 - Consolidated Statement of Changes in Equity....................................... 70 6 - Notes to the Financial Statements....................................................... 71 7 - Statutory Auditors Report on the Consolidated Financial Statements........ 141 CHAPTER 7 PARENT COMPANY FINANCIAL STATEMENTS......................................... 142 1 - Balance Sheet............................................................................. 142 2 - Income Statement........................................................................ 143 3 - Notes to the 2008 Parent Company Financial Statements........................ 144 4 - Statutory Auditors Report on the Annual Financial Statements................. 161 5 - Sstatutory Auditors Special Report on the Regulated Agreements.............. 161 CHAPTER 8 CERTIFICATION OF THE REFERENCE DOCUMENT.................................... 165 CHAPTER 9 TABLE OF CONCORDANCE................................................................. 166 CHAPTER 10 FINANCIAL CALENDAR..................................................................... 169 PUBLICLY AVAILABLE DOCUMENTS..................................................... 169 LIST OF DISCLOSURES...................................................................... 170 REFERENCE DOCUmeNT 2008 13
Chapter 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL 1 - GENERAL INFORMATION ABOUT THE ISSUER COMPANY NAME (Article 3 of the Articles of Association) Assystem (General Meeting resolution of 9 June 2005) formerly known as AssystemBrime. REGISTERED OFFICE (Article 4 of the Articles of Association) 70, boulevard de Courcelles 75017 Paris. Tel: 01 55 65 03 00. 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 OBJECTS (Article 2 of the Articles of Association) The objects of the Company are 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 more specifically: - consultancy, research and engineering, - training, support and maintenance, - systems and network operation and facilities management, - product development and distribution, including hardware and software, effective leadership of the Group and determination of its overall policy, participation in any operation related to its objects by means of new business creation, the subscription or purchase of shares or rights in a company, mergers, joint ventures or other. REGISTERED NUMBER IN THE TRADE AND COMPANIES REGISTER The Company is registered in the Trade and Companies Register of Paris under the number B 412 076 937. French Business Classification (Nomenclature d Activité Française) Code 7010 Z (head office activities). FINANCIAL YEAR (Article 19 of the Articles of Association) The Company s financial year commences 1 January and ends 31 December each year. 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. Special statutory provisions The following amendments to the articles of association relating to the operation of the Company were adopted by the Mixed General Meeting of 10 December 2003. > 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. 233 7, 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. 233-7, paragraph 1, of the said Code. This disclosure 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. 14 assystem
Failure to respect the statutory thresholds declaration will result in voting rights being forfeited under the conditions set out in Article L. 233-14 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 Mixed 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 225-124 of the Commercial Code). > Identifiable bearer securities In accordance with the provisions of Article L. 228-2 of the Commercial Code, the Company may at any time ask the central securities clearing body, in return for payment at its own expense, for the identity of holders of securities conferring a voting right at its shareholder meetings now or in future. 2 - GENERAL INFORMATION ABOUT THE CAPITAL 2.1 - BUYBACK BY THE COMPANY OF ITS OWN SHARES 2.1.1 - Share buyback programme The Mixed General Meeting of Assystem of 15 May 2008, in accordance with the provisions of Article L. 225-209 of the Commercial Code, authorised the Company to buy back its own shares for a period of 18 months, or until 14 November 2009. Total ceiling: 40,000,000 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. 2.1.2 - 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 2008, the liquidity account held the following assets: 263,885 ASSYSTEM FR 0000074148 shares 176,517.42 cash/money market open-ended investment company (Société d Investissement à Capital Variable, hereinafter Sicav ) vehicles. This authorisation cancels and replaces the previous authorisation issued by the General Meeting of 22 May 2007. This share buyback programme, implemented by the Management Board on 2 June 2008, was specified in 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 6 June 2008 to Hugin South Europe group (a professional distributor registered on the amf s list). The maximum portion of capital that can be purchased may not exceed 10%. The maximum purchase price set by the Meeting is 20 (before costs). REFERENCE DOCUmeNT 2008 15
CHAPTER 1 INFORMATION ABOUT THE ISSUER AND ITS CAPITAL 2.2 - CHANGES IN SHARE CAPITAL SINCE THE COMPANY WAS ESTABLISHED EGM DATE NATURE OF THE OPERATION INCREASE IN SHARE NUMBER OF CUMULATIVE SHARE SHARE CAPITAL PREMIUM SHARES CAPITAL AND (in FF and ) ISSUED SECURITIES (in FF and ) 26/04/1997 Company 250,000 F - 2,500 250,000 F established (2,500 securities) 29/10/1998 Capital increase 3,166,800 F 6,333,600 F 31,668 3,416,800 F in cash (34,168 securities) 29/10/1998 Capital increase 3,917,300 F 8,332,488 F 39,173 7,334,100 F in cash (73,341 securities) 29/10/1998 Increase in share capital 3,099,900 F 6,199,800 F 30,999 10,434,000 F by contribution in kind of HBPS securities (104,430 securities) 15/12/1998 Increase in share capital 121,300 F 242,600 F 1,213 10,555,300 F by contribution in kind of Brime SI securities (10,555,300 securities) 26/08/1999 Increase in share capital by contribution 2,353,700 F 37,894,570 F 23,537 12,909,000 F in kind of Partners Informatique securities (129,090 securities) 26/08/1999 Increase in share capital 538,600 F 7,461,400 F 5,386 13,447,600 F by contribution in cash (134,476 securities) 26/08/1999 Share split multiplication by 25 - - - 13,447,600 F of the number of shares 22/10/1999 Increase in share capital 3,370,704 F 79,540,188 F 842,676 16,818,304 F implemented on stock market flotation (4,204,576 securities) 31/12/1999 Capital increase on exercise 20,500 F 41,000 F 5,125 16,838,804 F of share subscription warrants (4,209,701 securities) 11/09/2000 Increase in share capital on contribution 652,572 F 52,351,275 F 163,143 17,491,376 F of securities in New Itaac and Groupe Androne 15/09/2000 Capital increase on issue of shares 2,500,420 F 223,022,680 F 625,105 19,991,796 F with subscription warrants 31/12/2000 Capital increase on exercise 230,300 F 460,600 F 57,575 20,222,096 F of share subscription warrants 29/03/2001 Inclusion of share premium in share capital 12,938,968 F - 12,939,968 F - 5,055,524 followed by conversion of capital into euros 30/05/2001 Increase in share capital by contribution of 145,071 7,193,173 145,071 5,200,595 securities in Audifilm, Logisil and Techniglobe 30/11/2001 Increase in share capital by contribution of securities 112,892 3,709,235 112,892 5,312,487 in HTS, Inforchip/Blue Point and Elite Consulting 31/12/2001 Capital increase on exercise of share 30,000 24,882 30,000 5,342,487 subscription warrants 26/06/2002 Increase in share capital by contribution of securities 34,031 793,653.83 34,031 5,376,518 in Sinc and for acquisition of Techniglobe 30/09/2002 Increase in share capital by contribution of 517,150 10,500,132.52 517,150 5,893,668 securities in Avance, SGC and Groupe seo 29/11/2002 Increase in share capital by contribution of securities 105,877 1,531,286. 87 105,877 5,999,545 in Groupe Conseil OSI and Technicrea 31/12/2002 Capital increase on exercise of share 9,125 7,568.17 9,125 6,008,670 subscription warrants 16 assystem