Shareholder’s corner

SHAREHOLDERS’ RIGHTS AND DUTIES

Because they hold shares in the Company, shareholders are considered to be its owners. Consequently, in this capacity they have a number of rights, including:

  • the right to participate in and vote at Shareholders' Meetings
  • the right to receive a portion of the Company's profits in the form of a dividend
  • the right to be informed of any events that could have an impact on the Company, its net assets or its share price
  • a pre-emptive right to take up shares issued as part of capital increases
  • the right to transfer or trade their shares

In their roles as owners, shareholders also have certain duties. The most important of these is voting at Shareholders' Meetings, as the decisions taken at these meetings shape the Company's future. In order for shareholders to cast a fully informed vote they need to keep abreast of any events or circumstances that could affect the Company’s operations.

 

ANNUAL GENERAL MEETING

The Annual General Meeting is held in the first six months of each financial year. It is called by the Board of Directors, or by the Statutory Auditors, or by one or more shareholders who hold at least 5% of the Company's capital.

The AGM can be held in one of three forms, depending on the type of resolutions being put to the vote:

  • An Ordinary Meeting, which comprises resolutions concerning the Company's financial statements, appropriation of profit and dividend payments, as well as the election and re-election of directors, the appointment or re-appointment of Statutory Auditors, and share buyback programmes
  • An Extraordinary Meeting, which includes resolutions concerning amendments to the Company's Articles of Association, capital increases or reductions, mergers, or the grant of stock options to employees
  • A Combined Ordinary and Extraordinary Meeting, at which both ordinary and extraordinary resolutions are submitted

The AGM is a time for the Company's executives to report on business for the previous year and to present to shareholders the strategy and objectives for the current year. It is also an opportunity for shareholders to take part in important decisions about Assystem and to have their say on the way the management team runs the Company.

Assystem publishes a notice of meeting in the BALO (French legal gazette) at least 35 days before the scheduled date of the AGM and a further notice is then published in another legal gazette at least 15 days before the Meeting. The Company individually informs registered shareholders of the Meeting and sends them their admission card. Other shareholders are required to contact their bank or broker.

How to participate in the AGM:

  • If you hold registered shares you do not have to do anything in particular. You will directly receive the notice of meeting and admission card by post
  • If you hold bearer shares, you need to ask your broker to prepare a share ownership certificate for you and to contact Société Générale Securities Services (32 rue du Champ de Tir, CS 30812, 44308 Nantes, France) in order to obtain an admission card

Do not forget that you will not be able to carry out any trades in your shares for at least two working days before the AGM takes place.

All shareholders present or represented at the AGM can vote on the resolutions put forward by the Board of Directors or by any shareholders who together represent at least 5% of the Company’s capital. Shareholders can also vote by post and can submit written questions, which should be sent by registered mail with recorded delivery. Each share carries one voting right, except for shares held in treasury which carry no voting rights.

DIRECTLY-REGISTERED SHARES

This form of shareholding mainly concerns shareholders who are seeking long-term involvement with the Company. It enables shareholders to be directly identified by the Company, and it is the Company itself that manages the shares. This solution has many advantages:

  • Shareholders directly receive all the information and documents necessary for keeping updated about the Company (annual reports, notices for AGMs etc.)
  • Shareholders do not have to pay the custody fees they would otherwise have to pay to their bank or broker
  • Assystem grants double voting rights on shares that have been held directly in registered form for more than two years

If you wish to hold your shares in directly-registered form please contact your bank or broker and ask them to transfer your shares to Société Générale Securities Services (Assystem's share registrar).

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