ANNUAL REPORT 2015 - Aubay · Annual report 2015 - Extract ... I.MANAGEMENT TEAM 3 II. DIGITAL &...

ANNUAL REPORT 2015

EXTRACT

CONTENTS

1Annual report 2015 - Extract | Aubay

AUBAY GROUP PROFILE 2I. MANAGEMENT TEAM 3II. DIGITAL & IT, THE WIN-WIN COMBINATION 4III. GROUP STRATEGY 6IV. SERVICE CENTERS AND BUNDLE SOLUTIONS 10

BUSINESS REPORT 12I. THE MARKET IN 2015 13II. ANNUAL OPERATING HIGHLIGHTS 14III. EXTERNAL GROWTH POLICY 15IV. SIGNIFICANT EVENTS IN 2015 15

CONSOLIDATED FINANCIAL STATEMENTS 16

GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL 23

Annual report 2015 - Extract | Aubay 2

1

AUBAY GROUP PROFILE

1 Aubay Group profile Management team

Annual report 2015 - Extract | Aubay3

I. Management team

Aubay’s Group and its operations in Europe are overseen by a management team of digital industry professionals in the service of customers. Building on their expertise in engineering services and consulting, they develop

strategies for achieving convergence between customers, partners and Aubay employees around a common objective: offering the best service in the best conditions to achieve the highest possible performance.

I.1. Management team

Executive Management

Christian AubertChairman

David Fuks Deputy CEOChief Financial Officer

Philippe Rabasse Chief Executive Officer

Vincent GauthierDeputy Chief Executive OfficerChief Legal Officer

Operational Management

BelgiumChristophe AndrieuxDeputy CEO

FrancePhilippe Cornette Deputy CEO

Christian Meunier Associate Director

ItalyPaolo RiccardiChief Executive Officer

Luxembourg

LuxembourgJoel SanzotChief Executive Officer

SpainGérard LucenteChief Executive Officer

PortugalJoao BexigaChief Executive Officer

1 Aubay Group profileDigital & IT, a win-win combination


II. Digital & IT, a win-win combination

All the Group’s customers - banks, insurers, telecommunications carriers – today have European strategies. These strategies are based on identifying technological suppliers capable of supporting their development beyond their borders. Through its network of European offices, Aubay is able to follow its customers as they develop across international markets. Aubay finds solutions that are adapted to each company profile and each project. Its ten largest customers account for 57% of total revenue. In 2015 it counted more than 250 active customers (defined as a customer invoiced at least once in the year for an amount of at least €50,000) accounting for more than 98% of annual revenue. This large portfolio provides an unequivocal confirmation of the Group’s ability to convince its customers to use its services to manage the most complex computer and digital issues.

We are entering a new and exciting digital era. At the same time, it is a period full of uncertainties with profound transformations expected in the way companies are organised that will have major impacts on

relations and even commercial and industrial practices. Such transformations will redefine the nature of the missions and actions of all of us. We are at the heart of a revolution in company strategies. The old pyramidal or vertical models may be expected to evolve. Creating growth differently, inventing new products, improving services, all these components of a new economic model are emerging with force. Aubay, a visionary company by its very nature, has anticipated these developments. And while Aubay of course proposes custom designed services taking into account the wishes of its customers, our Group offers much more.

We give customers a global 360° vision, unlock untapped growth potential, break down barriers so they can experience real augmented reality!

Aubay, a strategy based on a win-win combination of IT and communications and digital departments

The digital universe is forcing customers to rethink the company of tomorrow in a new light, in a spirit of both enthusiasm and confidence. At a time when digital units and departments are being formed by our customers, Aubay serves as a gateway and a means of accelerating innovation. A spirit of creativity must be broadly disseminated, spread to every level and energise all your employees. Within a highly competitive environment, his has become of a vital importance. Information must be circulated and ideas must be challenged in order to become more efficient. At the end of this original process, we will inevitably see the emergence of new

growth drivers. Aubay has the expertise required to carry out this collaborative approach. The digital transition will boost your power of attraction. You want to win over your staff, your employees, your investors? In that case, we are destined to meet. Aubay will infuse your companies with a spirit of creativity by assisting you reach a new plateau of creation (marketing/communications/digital), development (engineers, IT) up to delivery and digital signoff.

Aubay is confident in its ability to be an incubator, a developer and a performer. The strength of our company lies in its ability to address targeted objectives and make all parts work effectively together in harmony. Our knowledge of IT combined with our expertise in marketing and communications constitute strengths that make us a reliable partner. At Aubay, Digital has real meaning: more cooperation, more innovation, more growth

1 Aubay Group profileGroup strategy


III. Group strategy

III.1. Leveraging value from the Product to the Service

Aubay has advanced into the digital era in all of its markets. As a genuine contributor to the digital transformation of its customers, Aubay assists large groups in analysing the future behaviour and practices of its customers in order to deliver differentiating solutions and services. Using a Design Thinking approach, a digital culture is promoted among employees across the Aubay organisation. Brainstorming, ideation, incubation, the objective is to generate stronger commitment by all users based on an approach that is both entrepreneurial and intrapreneurial. This objective is focused on accurately conceptualising the customer experience in order to provide the best service through a tool developed for one or more carefully determined targets.

Aubay allows customers to think up these services and products early in the development process in order to achieve savings in time and cost, promote the emergence of other ideas, improving or carefully targeting projects, and abandoning those that are considered in the end the least viable. This also involves shifting away from an overly incremental and standardised process to unlock innovation. Accepting conflicts, emotions of individualities within groups to produce more creativity. This approach is based on analysis, but without forgetting intuition, and empathy, two items that cannot be separated from a Design Thinking strategy. Disruptive models or innovation, with different operating and management models, challenging the analysis and requiring the anticipation of the future needs of customers.



III.2. A well-known player with positions in growth markets

Since its creation, Aubay has operated exclusively with «Key Accounts» and has established important positions in the banking and insurance segments. Exemplifying its momentum, Aubay has a solid customer base comprised of the largest players in the sectors. All major French players (and European on a group basis) of the sectors are Aubay customers. In 2015, as in previous years, demand in the sectors has remained very buoyant.

Aubay’s access to end customers (reducing the pool of approved service providers) is a key asset and provides an opportunity for gaining market share and bringing together smaller players. Aubay is committed to broadening its customer base and is investing to expand into other customer segments and business sectors. By way of example, the intervention with the French leader of games of chance represents one of the year’s remarkable business development achievements within the French market.

In addition, Aubay maintains an historical position in the telecom sector though with a limited number of customers, mainly with Orange. After several years of economic difficulties linked to the sector’s competitive environment, it is possible that the coming months will experience a recovery. This will entail an expanded field of intervention, illustrated by Orange’s development into the banking sector or attempted alliances between carriers. Aubay is following these developments with interest.

Aubay also has customers offering considerable potential in the industrial and utilities sectors: EDF, Engie, Veolia, Inéo…

2015 revenue by business segment

Aubay GroupAubay France

RetailTelecomsServices / Utilities

Industry /Transport

Public sectorInsuranceBank / Finance



III.3. Geographic strategy: building on existing positions

Aubay is today concentrated on a core market in France-based in the greater Paris Ile-de-France region, the nerve centre for its main key account customers. Aubay has operations in Nantes and Nice and a limited presence near Lille.

Given that the market addressed by its businesses is concentrated in Ile-de-France, Aubay does not intend to significantly shift the balance of its operations to other French regions. Despite this, to support the Group’s continuing growth, several factors might lead to future developments outside the greater Paris region.

� First, the presence of a few customers based in the regions that cannot be efficiently addressed from Paris, particularly in the industrial sector;

� Secondly, as part of a continuing ambitious external growth strategy, Aubay has been considering entities present in the regions, except if one wishes to exclude virtually all large-size acquisitions that may henceforth constitute targets.

Aubay is also today present through its subsidiaries in Italy, Belgium, Luxembourg, Spain, Portugal and the United Kingdom.

Our position in Spain has also been considerably strengthened over the last two years through the acquisition carried out directly by our Spanish subsidiary of the companies Norma4 followed by recently Cast-Info. As a result, we have now achieved critical size for this market.

Portugal continues to show substantial growth, driven mainly by services to local customers.

The Iberian Peninsula represents a region where investments are seriously being considered by a number of the Group’s customers for their IT developments.

The development of new activities in the United Kingdom should also experience growing momentum over the coming months.



III.4. Multiple growth drivers

In 2015, Aubay successfully demonstrated a genuine capacity to achieve organic growth, an excellent indicator of the quality of its positioning and its ability to attract new talents that are joining the Group every day. At the same time, external growth remains an effective means to accelerate the Group’s strategic development both in terms of enhancing the business and expanding its customer base.

Particular efforts devoted to French and international recruitment were largely successful and clearly contributed to accelerating organic growth in 2015. The performance was particularly remarkable in the fourth quarter which registered the strongest organic growth of the year surpassing 10%. Excluding those added through the acquisition of the Spanish company at the end of 2015, the workforce grew by nearly 350 employees. The dynamic recruitment policy has accordingly been particularly successful.

Market and sector-based studies continue to indicate a high level of business in those areas where the Group is positioned. The possibility that Aubay might be impacted by a systemic event, particularly one affecting the financial system, cannot be excluded.

The Group is continuing to focus on diversifying its offerings particularly as part of its strategy to develop higher-end services in consulting and digital. The Aubay Group recruited more than 1,000 consultants in 2015 and also added new positions: Web designer, social media manager, digital creation director, artistic director, UX/UI Designer, expert in Design thinking etc. These digital and IT offerings are allowing Aubay to build a position as a major player for addressing new technological challenges, both early on in the project phases and during their execution.

Aubay is also investing significantly through its Innov unit, by internship work, research and disseminating and sharing knowledge: the digital enterprise, the multidevice, connected objects, augmented reality, Big Data, Responsive Design, WhiteBoard Analysis …

Aubay has developed and is maintaining a strategic position in the bank-insurance sector but also has significant growth drivers that involve opening up new areas of intervention; Aubay is also increasingly present in the energy and utilities sectors which continue to offer substantial growth potential.

While continuing to activate all growth drivers, the Group has not lost sight of the fundamentals

This development has never been carried out at the expense of the Group’s DNA. Ambition, sound asset management, financial strength and an unwavering focus on proposing a homogeneous offering. The resulting coherence, complementarity and synergies constitute the Group’s true drivers. Imagining the future while remaining grounded in reality. Imagining the digital world of tomorrow by combining creativity and technologies. Achieving an optimal balance between commercial power and augmented engineering. Aubay is successful in meeting the challenge of enabling two universes that for a long time never overlapped to coexist: scientific innovation and artistic spirit. By breaking down these barriers in the inventive process new growth opportunities are opened up. Managers have consistently demonstrated considerable clairvoyance, refusing risky undertakings while remaining on the lookout for opportunities provided they are constructive for an open and dynamic company.

1 Aubay Group profileService centres and bundled solutions


IV. Service centres and bundled solutions

IV.1. Aubay’s service centres

Quality, responsiveness and cost optimisation represent key customer concerns. For that reason, Aubay has developed a service centre offer that makes it possible to bundle services by pooling technical and functional resources within a single, specialised and scalable structure.

Whether based at the customer’s site or one of Aubay’s sites in Europe, these service centres exist in two forms:

� The dedicated service centre: a technical platform with the facilities and all resources devoted to a single customer, generally using the customer’s quality approach.

� The shared service centre: the resources, technical platforms, tools and quality processes are shared among a group of customers. In conjunction with these different models, Aubay’s bundled offerings constitute a strong commitment to meeting customer needs for outsourced services with performance guarantees. This approach also allows companies to profit from an organisational structure specialised in production and risk management and to monitor service quality based on relevant indicators and specific dashboards.

The Aubay service centres are carefully located according to criteria for ensuring the outsourcing’s success:

� The availability of concentrated pool of experienced resources in the local labour market;

� The ability to work in the customer’s language;

� Staff stability;

� Possibilities for developing agreements with universities;

� Quick and simple access to nearshore service centres.

The Aubay service cente network stretches across all of Europe.

IV.2. Bundled solutions

To meet to the challenges of globalisation, budget discipline and service quality, Aubay proposes a series of modular packages able to be adapted to the specific needs of each customer.

The competitiveness of our offerings is based on:

� Pooled expertise and resources;

� Continuous quality improvement;

� Leveraging and implementing the best practices;

� Rigorous management of variations in the level of business activity;

� Anticipating and managing risks;

� Software tools adapted to the context.

1 Aubay Group profileService centres and bundled solutions


The Aubay bundled offer is built around the following services:

� Skills centre: service centres devoted to developing and integrating one or several projects;

� TAM (Third-Party Application Maintenance): application maintenance and optimisation;

� TAS (Third-Party Application Support): application and user support;

� TST (Third-Party Testing): application testing and acceptance procedures;

� TOP: facilities management for operations and infrastructures;

� Flat rate: project management with a commitment to results.

Aubay uses its network of service centres to address the issue of onshoring and offshoring. All processes that comprise our offers are defined in accordance with ISO 9001:2008 ITIL, SIX SIGMA and CMMi standards.

Innovation and capitalisation are also at the heart of our concerns with the development and implementation of specific tools according to the area.

The AUbay group’s Top 15

BNP PARIBAS

CREDIT AGRICOLE

ALLIANZ

GRUPO SANTANDER

AXA

SOCIETE GENERALE

GROUPE BPCE

POSTE ITALIANE

ORANGE

BBVA

SNCF

VODAFONE

INTESA SAN PAOLO

EUROPEAN INSTITUTIONS

RENAULT NISSAN


2

RAppoRt d'Activité du gRoupe 2015

2 2015 Business reportThe market in 2015


i. The market in 2015

i.1. A growth market for most players

In 2015, the sector showed renewed growth, registering gains of 2.1% compared to 0.7% the prior year overall. Business for IT service companies (consulting and services) grew 2%.

Consulting and services showed improvements:

Bolstered by the digital transformation, 42 % of IT service companies experienced growth in the size of their projects.

Source : Syntec Numérique

i.2. A promising outlook for 2016

Growth is expected in 2016. Syntec Numérique points to sustained growth for SMAC (Social, Mobility, Analytics, Cloud) that registered growth of 16.9% in 2015 to reach a 12% of the software and information services market. Furthermore, digital projects are increasingly being driven by business lines.

Source : Syntec Numérique

The Aubay Group will pursue its strategy of internal growth in 2016 mainly by accelerating the recruitment of new talent to support digital transformation.

2 2015 Business report Annual operating highlights


ii. Annual operating highlightsAnnual revenue rose to €273.8 million, up 12.5% from 2014. The Group workforce at 31 December 2015 was up 24.5% to reach 4,667 employees (including those from Cast-Info), with an acceleration in the pace of net recruitments at the end of the year. For the full year, the employee activity rate excluding vacations for the Group has remained very high at 93.5%. On this basis, the Group had current operating income of €26 million up from €20 million in 2014, with an operating margin of 9.5% compared to 8.3% one year earlier, within the top range of the sector. The Group has accordingly reached, several years ahead of schedule, its target for a normative margin of between 9% and 10%. The

profitability is very homogeneous across all the regions where the Group operates, with an operating margin of 10.6% in France and 8.3% for international markets compared to 9.7% and 6.8% respectively in 2014. This performance is all the more remarkable in that it was achieved while integrating recently acquired companies characterised by financial performances considerably lower than the Group standards.

Aubay has accordingly once again demonstrated its ability to deliver profitable growth over time.

ii.1. France

Group activity in France remained robust throughout the year.

The bank and insurance sectors are key drivers of Aubay’s performance, reflecting a high level of information system capital expenditures. This concerns both the innovative areas represented by the SMACS and also the technical publications of the latter on their large legacy systems.

Sustained recruitment has also contributed to strong growth in the number of staff which in turn supports revenue growth. The Group largely outperformed its market in France. Nearly 500 consultants were recruited in the year.

ii.2. International

All the Group’s foreign subsidiaries contributed to 2015’s excellent performance.

Aubay Group exceeded the 1,000 employee milestone in two out of three of its international regions which in turn expands the base of expertise it is able to provide to its customers.

Accordingly, the acquisition of Cast-Info in Spain at the end of 2015 considerably strengthened the Group’s position with several strategic customers, including in particular BBVA and Santander. This acquisition will also drive growth in the key account portfolio. Aubay also crossed a threshold in terms of size, making it a very visible an important player in the Iberian Peninsula. This strategic acquisition will enable the Aubay Group to participate in Spain in more important competitive bids and take advantage of a dynamic local market. Against the backdrop of an improving economic climate, Italy is in the process of achieving a significant recovery in terms of margins.

2 2015 Business reportExternal growth strategy


iii. External growth strategyFollowing the acquisition of two Spanish companies, Norma4 and Cast-Info, Aubay continues to monitor all opportunities though with a very selective approach focusing on targets offering potential for strengthening its position with existing customers or opening up new sectors, in priority in those markets where the Group is already present. Aubay’s financial capacity remains significant with very low debt at 31 December 2015 and limited gearing. Its profitability remains high after rapidly improving the margins of its most recent acquisitions, allowing it to use debt leverage to support its ambitions in this area.

Répartition du chiffre d’affaires 2015 par pays

United-Kingdom(since 2014)

France60% Italy

22%

Belgium/Lux.7%

Spain/Portugal 11%

2 2015 Business reportSignificant events in 2015


iv. Significant events in 2015

March Publication of 2014 annual results: €243.3 million in revenue (+15.3%) and a current operating margin of 8.3%.

April Publication of Q1 2015 revenue of €68 million (+11.2%), with organic growth of 5.8%.

May Annual General Meeting: distribution of a dividend for FY 2014 of €0.23 per share.

July Publication of Q2 2015 revenue: strong year-on-year growth in Q2 2015 revenue (+13.9%). H1 2015 revenue of €134.6 million, up 12.5% from H1 2014.

September Publication of H1 2015 results: strong growth in net income (+63.8%).

October Publication of 9-month revenue of €199.4 million, showing strong growth (+13.1%) in relation to 2014.

December Acquisition of a 75% stake in the capital of Cast-Info in Spain.


3

CONSOLIDATED FINANCIAL STATEMENTS

Translation disclaimer

This document is a free translation of the French language version of the consolidated financial statements for the twelve-month period ended December 31, 2015 produced for the convenience of English speaking readers.

In the event of any ambiguity or conflict between statements or other items contained herein and the original French version, the relevant statement or item of the French version shall prevail. While all possible care has been taken to ensure that this translation is an accurate representation of the original French document, this English version has not been audited by the company’s statutory auditors and in all matters of interpretation of information, views or opinions expressed therein, only the original language version of the document in French is legally binding.

As such, this translation may not be relied upon to sustain any legal claim, nor be used as the basis of any legal opinion and InterparfumsSA expressly disclaims all liability for any inaccuracy herein.

3 Consolidated financial statementsConsolidated financial statements


1.1. Consolidated financial statements

ASSETS (€’000€) Notes 12/31/2015 12/31/2014

Goodwill III.8 83,570 75,793Intangible assets III.9 23,753 23,798Property, plant and equipment III.9 4,207 4,027Equity-accounted investees III.10 -Other financial assets III.9 1,951 2,441Deferred tax assets III.4 1,257 1,560

Other non-current assets -NON-CURRENT 114,738 107,619 Inventories and work in progress 79 16

Trade receivables and related accounts* III.11 90,185 81,424Other receivables and accruals III.12 22,707 20,286 Marketable securities 4,342 4,494

Cash at bank and in hand 18,297 14,558 CURRENT ASSETS 135,610 120,778 TOTAL ASSETS 250,348 228,397

EQUITY AND LIABILITIES (€ ‘000s) Notes 12/31/2015 12/31/2014

Capital 6,515 6,510 Additional paid-in capital and consolidated reserves 88,344 79,982

Net income attributable to the Group 15,903 11,645 Shareholders' equity attributable to the Group 110,762 98,137 Non-controlling interests 810 661SHAREHOLDERS' EQUITY 111,572 98,798 Borrowings and financial liabilities: non-current portion III.15 14,958 19,832

Deferred tax liabilities III.4 200 79Provisions for contingencies and expenses III.15 1,909 1,921

Other non-current liabilities III.15 6,665 3,966NON-CURRENT LIABILITIES 23,732 25,798 Borrowings and financial liabilities: current portion III.15 10,088 5,831

Trade payables and related accounts III.15 22,034 19,156

Other receivables and accruals III.18 82,922 78,814CURRENT LIABILITIES 115,044 103,801 TOTAL EQUITY AND LIABILITIES 250,348 228,397

3 Consolidated financial statementsConsolidated income statement


1.2. Consolidated income statement

€ thousands Notes 31/12/2015 % 31/12/2014 %Revenue III.20 273,820 100% 243,284 100%Other operating income 261 252

Purchases used in production and external charges (58,322) (50,596) Staff costs III.I (185,691) (168,784) Taxes other than on income (2,666) (2,566) Amortisation, depreciation and provisions (1,595) (1,329) Change in inventories of work in progress and finished goods 3 3

Other operating income and expenses 170 28 Current operating income 25,980 9.5% 20,292 8.3%Other operating income and expenses III.2 (1,534) (1,690) Net operating income 24,446 8.9% 18,602 7.6%Income from cash and cash equivalents

Net borrowing costs III.3 (816) (1 174)

Other financial income and expenses 598 281 Net financial income (expense) (218) (893) Income tax expense * III.4 (8,184) 34% (6,015) 34%Income from equity-accounted investees Net income before results of discontinued operations or assets held for sale 16,044 11, 694

Net income after tax of discontinued operations or assets held for sale Net income 16,044 5.9% 11,694 4.8%Attributable to the Group 15,903 11,645

Non-controlling interests III.5 141 49Earnings per share 1.22 0.90Diluted earnings per share III.6 1.22 0.89

* Nominal tax rate** Of which €2.7 million from the reclassification of French and Italian taxes (CVAE and IRAP)

* ***

3 Consolidated financial statementsConsolidated statement of cash flows


1.3. Consolidated statement of cash flows

€ thousands 12/31/2015 12/31/2014

Consolidated net income(including non-controlling interest) 16,044 11,694 Income from equity-accounted investees - -

Net exceptional depreciation, amortisation and provisions 1,405 1,310 Non-cash expenses and income linked to stock options 384 135 Other non-cash income and expenses - 0 Dividend income (20) (60) Gains and losses on disposals of fixed assets (130) (27) Cash flow after net interest expense and tax 17,683 13,052 Net borrowing costs 816 1,185

Tax expense (including deferred taxes) 8,184 6,015 Cash flow before net interest expense and tax (A) 26,683 20,252 Income tax payments (B) (10,780) (10,953) Change in operating working capital requirements (including liabilities relating to employee benefits) 405 3,677

Net cash provided by (used in) operating activities (D) = (A+B+C) 16,308 12,976 Outflows for the acquisition of tangible and intangible fixed assets (1,160) (2,617)

Inflows from the disposal of tangible and intangible fixed assets 20 90 Outflows for the acquisition of financial assets (54) -Inflows from the disposal of financial assets 573 392 Change in loans and advances granted 242 (85) Impact of changes in the Group structure (7,682) (3,334) Dividends received 20 60 Net cash provided by (used in) investing activities (E) (8,041) (5,494)

Proceeds from capital increases - -

Amounts received upon the exercise of stock options 89 265 Purchases of treasury shares for cancellation Purchases of and proceeds from the sale of treasury shares - 28 Dividends paid in the period: Net dividends paid to parent company shareholders (3,242) (2,731) Dividends paid to the non-controlling shareholders of consolidated companies Inflows from new borrowings 7,500 6,500 Repayment of debt (8,759) (5,400) Net interest payments (830) (1,185) Other financial flows (24) (192) Net cash provided by (used in) financing activities (F) (5,266) (2,715) Effects of changes in foreign exchange rates (G) (2) -

Change in net cash (D+E+F+G) 2,999 4,767 Cash and cash equivalents at the beginning of the year 18,583 13,816 Cash and cash equivalents at year-end 21,582 18,583

3 Consolidated financial statementsChanges in consolidated shareholders’ equity


1.4. Changes in consolidated shareholders’ equity

€ thousands Capital stock

Additional paid-in

capital and consolidated

reserves

Net income attributable

to the equity holders of the parent

Equity attributable to

the Group

Non-controlling

interestsTotal

Equity at 31 December 2013 6,500 73,772 9,022 89,293 631 89,924

Increase and reduction in capital 10 124 - 134 - 134

Share-based payments - 135 - 135 - 135

Dividends - (2,731) - (2,731) - (2,731)

Net income appropriation - 9,022 (9,022) - - -

Net income for the period - - 11,696 11,696 49 11,745

Change in treasury shares - (20) - (20) - (20)

Change in Group structure - - - - - -Flows related to equity-accounted investments - - - - - -

Other changes - (370) - (370) (19) (389)

Shareholders' equity at 31 December 2014 6,510 79,932 11,696 98,137 661 98,798

Increase and reduction in capital 5 84 - 89 - 89

Share-based payments - 102 - 102 - 102

Dividends - (3,242) - (3,242) - (3,242)

Net income appropriation - 11,645 (11,645) - - -

Net income for the period - - 15,903 15,903 141 16,044

Change in treasury shares - - - (484) - (484)

Change in Group structure - - - - - -Flows related to equity-accounted investments - - - - - -

Other changes - 257 - 257 8 265

Shareholders' equity at 31 December 2015 6,515 88,345 15,903 110,762 810 111,572

1.5. Income and expenses recognised in equity

€ thousands 12/31/2015 12/31/2014

Translation adjustments - -Revaluation of hedging derivatives 57 -83Items that will not be subsequently recycled through profit or loss - -

Actuarial gains and losses on retirement schemes 237 -169Other impacts - -Items that will not be recycled through profit or loss 294 -252

Net gains and loss recognised directly in equity attributed to the Group 294 -252

Net income 16,044 11,694

Gains and losses recognised directly in equity attributed to the Group 294 -252Comprehensive income attributable to the Group 16,338 11,442


4

GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL

4 General information about the Company and its capital


I. General information

Company name (Art. 3 of the articles of association)Aubay

Registered office13 rue Louis Pasteur, 92100 Boulogne-Billancourt.

Telephone numbers Reception: +33 (0)1 46 10 67 67

Fax: +33 (0)1 46 10 67 68

Date of incorporation and length of life of the Com-panyThe Company was incorporated on 10 November 1944 for a period of 90 years effective from its date of entry in the Trade and Companies Register (Registre de commerce et des sociétés), barring early liquidation or extension.

Legal formA French joint stock company (Société Anonyme) incorporated under and governed by French law (notably the French commercial code and Companies Act No. 67-236 of March 23, 1967).

French trade and company registerNanterre (RCS No. 391 504 693)

French industry code (APE) and business sector de-signation6202A - IT systems and software consulting

Place where documents and information concerning the Company may be consultedThe Company’s articles of association, reports, minutes of shareholder meetings can be consulted at the registered office.

Corporate purpose (Art. 2 of the articles of association)The Company’s direct or indirect purpose in all countries is information technology and, in particular, research, creation, development, dissemination, information, introduction, application, operation and marketing relating to any methods or software and, generally, any industrial, commercial or financial transactions, pertaining to moveable or immoveable property, that may be directly or indirectly related to the corporate purpose or to any similar or relevant purpose that may facilitate growth and development.

The Company may acquire interests in any existing or future businesses or companies in France or abroad which are directly or indirectly linked to its corporate purpose or to any similar or related purpose, notably businesses or companies whose purpose may contribute to the achievement of Aubay’s corporate purpose, by any means including the contribution, subscription or purchase of stocks, company shares of beneficial shares or via mergers, joint ventures, alliances or limited partnerships.

To this end, the company may, in particular, establish, acquire, manage, outsource the management of and operate any establishments, even for third parties, in accordance with the legal provisions for all operations relating directly or indirectly to its corporate purpose.

Financial year (Art. 14 of the articles of association) From 1 January to 31 December of each year.

Provisions regulating the disclosure of ownership thresholdsWith regards to requirements to disclose the crossing of ownership thresholds, the provisions applying are those provided for by statute.

Appointing and replacing directorsThe articles of association on this matter refer to the applicable provisions of the law.

Modifications to the Articles of AssociationChanges to the articles of association may be made in accordance with the relevant provisions of the law.

General Meetings (Art. 12 of the articles of associa-tion)General meetings are called and held in accordance with the provisions of French law. Such meetings are held at the registered office or any other venue indicated in the meeting notice.



Terms and conditions for the payment of dividends (Art. 13 of the articles of association)Dividends are paid on the date and in the places fixed by the shareholders’ meeting, or failing this, by the Board of Directors. The Board of Directors may, before the financial statements of the year have been approved, proceed with one or more payments of interim dividends. The general meeting voting on the financial statements of the period may grant each shareholder for all or part of the dividend payout, the option to receive payment in cash or shares for the dividend or interim dividend according to the procedures provided for by statute and the articles of association.

Appropriation of earnings as provided by the Com-pany’s articlesThe articles of association do not provide for any special provisions for the appropriation of earnings.

Identification of bearer shareholders (Titres au Porteur Identifiables) (Art. 8 of the articles of association)

In accordance with article L. 228-2 of the French commercial code, the Company may request at any time Euroclear to disclose the identity of holders of identifiable bearer shares.

Double voting rights (Art. of the articles of associa-tion)By virtue of a decision of the extraordinary general meeting of 17 December 1997, Aubay’s articles of association provide that every registered share, fully paid up and registered for at least two years in the name of the same shareholder, as of that date, carries a double voting right.

Shares that may be granted to a shareholder as a result of existing shares carrying a double voting right shall also carry a double voting right.

The double voting rights ceases to exist for any share converted to bearer form or on transfer, excluding any transfer of the registered share to the bearer pursuant to inheritance or a gift.

The double voting right may be cancelled by decision of the shareholders called to an extraordinary meeting after ratification of said decision by the general meeting of the beneficiaries.

Real estate property / Intellectual propertyBecause it does not own office properties (with the exception of the property located in Nanine), Aubay has concluded property leases with the owners of the premises occupied by the Group.

Aubay owns all brands deemed useful and exploited by the company. No executive officers or family member of executive officers possess significant assets used by the Company.

Investment policyThe main investments concern equity holdings of the capital of subsidiaries. To a more marginal extent, investments also concern the purchase of software and computer equipment.



Organisation chart at 31 December 2015

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ANNUAL REPORT 2015 - Aubay · Annual report 2015 - Extract ... I.MANAGEMENT TEAM 3 II. DIGITAL &...

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