Incoterms cases study
Ahmed omar
bollore_gb_dr_mel_17_06.pdf
R E G I S T R A T I O N D O C U M E N T 2 0 1 3
BOLLORÉ
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
BOARD OF DIRECTORS AS OF MARCH 20, 2014
Cédric de Bailliencourt Chief Financial Officer
Tel.: +33 1 46 96 46 73
Fax: +33 1 46 96 48 76
Emmanuel Fossorier Investor Relations
Tel.: +33 1 46 96 47 85
Fax: +33 1 46 96 42 38
FINANCIAL INFORMATION
Vincent Bolloré Chairman and Chief Executive O# cer
Cyrille Bolloré Deputy Chief Executive O# cer Vice-Chairman and Managing Director
Yannick Bolloré Vice-Chairman
Cédric de Bailliencourt Vice-Chairman
Gilles Alix Representative of Bolloré Participations Chief Executive O# cer of Bolloré Group
Marie Bolloré
Sébastien Bolloré
Hubert Fabri
Sébastien Picciotto
Olivier Roussel
Michel Roussin
Martine Studer
François Thomazeau
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B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CONTENT
GROUP PROFILE 2
MESSAGE FROM THE CHAIRMAN 4
KEY FIGURES 6
ECONOMIC ORGANIZATIONAL CHART 8
STOCK EXCHANGE DATA 9
THE BOLLORÉ GROUP WORLDWIDE 10
TRANSPORTATION AND LOGISTICS 12
COMMUNICATIONS 20
ELECTRICITY STORAGE AND SOLUTIONS 26
OTHER ASSETS 32
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY 36
ANNUAL FINANCIAL REPORT 45
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GROUP PROFILE
OVER 53,600 EMPLOYEES IN 154 COUNTRIES
TURNOVER OF 10.8 BILLION EUROS
NET INCOME OF 450 MILLION EUROS
SHAREHOLDERS’ EQUITY OF 9.3 BILLION EUROS
Founded in 1822, the Bolloré Group is among
the 500 largest companies in the world. A
publicly traded company, it is still majority
controlled by the Bolloré family. The stability
of its shareholding structure allows it to
make investments for the long term. Due to
its diversification strategy based on innova-
tion and international development, it cur-
rently holds strong positions in its three busi-
ness activities: transportation and logistics,
media and communications, and electricity
storage solutions.
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TRANSPORTATION AND LOGISTICS Bolloré is one of the world’s leading transportation groups, with a significant presence in Europe, Asia and Africa. It
is also a major player in oil logistics in France and Europe.
COMMUNICATIONS The communications sector is comprised of Havas, one of the leading groups in advertising and communications consultancy worldwide, the
daily newspaper Direct Matin, holdings in research, audiovisual logistics and cinema as
well as a presence in telecoms. The Group also has a 5% interest in Vivendi, following
the sale of the Direct 8 and Direct Star DTT channels to Canal+, and additional
purchases on the market.
ELECTRICITY STORAGE AND SOLUTIONS Bolloré has made the storage of electricity a major growth driver. From its position as worldwide leader in
films for capacitors, Blue Solutions has developed a unique technology for lithium
metal polymer (LMP®) electric batteries and solutions to manage their use. Blue
Solutions’ initial public offering was in October 2013. Today it is present in mobile
(buses and electric cars, Autolib’, car-sharing) and stationary applications for electric
batteries. Through IER, it also holds a leading position in terminals and entry and
identification systems for public transportation.
OTHER ASSETS In addition to its three business lines, the Bolloré Group manages a
set of financial assets representing approximately 2 billion euros.
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B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
MESSAGE FROM THE CHAIRMAN
VINCENT BOLLORÉ, CHAIRMAN
The Bolloré Group achieved very good results in its various businesses in 2013, with a turnover of 10.8 billion euros, an increase of 7.3%, and an oper- ating income of 606 million euros, an increase of 30% compared with the previous year, now including Havas.
• The traditional transportation and logistics busi- nesses posted satisfactory results with an operating income at 580 million euros, up 8.4%:
Bolloré Logistics, which is one of the leading global players in freight forwarding with 11,000 employees in around a hundred countries, is continuing to steadily develop its network and generated turnover close to 3 billion euros. Business was lifted by strong intra-Asian flows as well as gas and mining projects in Australia, Indonesia and Vietnam.
Bolloré Africa Logistics, the leading player in logistics and stevedoring in Africa, employing 24,000 people in 55 countries including 46 countries in Africa, boasts a powerful network. In 2013, it generated turnover of close to 2.5 billion euros, up 8% at constant scope and exchange rates. Increase in results is primarily driven by the strength of port terminals. The Group also strengthened its positions in 2013, mainly by winning the concession of Abidjan container terminal no. 2 in the Republic of Côte d’Ivoire, and the Dakar ro-ro terminal in Senegal. It is also developing, alongside a local partner, its first project in India, at Tuticorin.
Bolloré Énergie is the largest independent distributor of domestic fuel in France, with a national market share of more than 14%, and a major oil logistics player in Europe. Its turnover stands at 3.3 billion euros. It is continuing to strengthen its network through the acquisition in 2013 of PMF (a subsidiary of Petroplus group), which has significant interests in French depots.
• The operating results for communications are mainly driven by the good performance of Havas and benefit from its consolidation over the full year 2013.
Havas, one of the first communications consultancy group, realized turnover of close to 1.8 billion euros, with 1% organic growth, and an operating income of 226 million euros, up 1.3%.
Within the communications activities, Direct Matin has established itself as the no. 2 in daily national press.
• These good results in our core businesses allowed us to continue our development in electricity storage, which is currently the focus of a very large part of our investments.
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In 2013, this business was marked by several signifi- cant events:
– inauguration of a new battery factory in Brittany. This factory, combined with the one in Canada, brings the annual production capacity of Blue Solu- tions to 300 MWh, and will reach 1 GWh by 2020, i.e. the equivalent of 32,500 batteries per year. This development will have initially enabled the recruit- ment of 175 technicians and will concern 500 addi- tional people in the future;
– after the confirmation of Autolib’s success in the Paris region, Lyon and Bordeaux adopted the Bolloré Group’s electric vehicle car-sharing system in 2013, which will soon be deployed in Indianapolis and London;
– for Blue Solutions, 2013 was also the initial public offering of 10% of its capital. On the same day, the security grew 45% compared to its initial price. Demand was 15 times higher than the offering and the market capitalization of the company reached 554 million euros at December 31, 2013. This success enabled Blue Solutions to gain visibility and make the LMP® (lithium metal polymer) battery, its unique technology known worldwide.
In emerging markets, the Group is going to roll-out “Blue Zone” (multifunctional platforms which can accommodate schools, healthcare centers, etc.), new stationary applications for Blue Solutions, which will ensure the distribution of electricity and drinking water to currently deprived communities through the use of solar energy.
Outside its industrial activities, the Group manages a portfolio of shareholdings that represents more than 2 billion euros, including the 5% holding in Vivendi for 1.2 billion euros.
Overall, the consolidated net income was 450 million euros, versus 813 million euros the previous year, which integrated the significant capital gains from the sale of 20% of Aegis and the Direct 8 and Direct Star channels. Shareholders’ equity was 9.3 billion euros and the ratio of net debt to shareholders’ equity was 19%.
In its two centuries of existence, the Group has been able to evolve and to continue its investments, while maintaining a prudent financial structure.
“The Group is continuing with its investments while maintaining a prudent financial structure.”
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B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
KEY FIGURES
CHANGE IN TURNOVER (in millions of euros)
CHANGE IN OPERATING INCOME (in millions of euros)
243 292
465
606
2010 2011 2012* 2013 2010 2011 2012* 2013
7,010
8,491
10,109 10,848
INCOME STATEMENT
(in millions of euros) 2013 2012(1)
restated 2012
published 2011
Turnover 10,848 10,109 10,186 8,491
Share in net income of operating companies accounted for using the equity method 19 73 – –
Net operating income 606 465 407 292
Net fi nancial income 30 525 523 146
Share in net income of non-operating companies accounted for using the equity method 21 (10) – –
Share in net income of associates – – 53 51
Taxes (211) (176) (179) (111)
Net income from discontinued operations 5 8
TOTAL NET INCOME 450 813 804 378
of which Group share 270 669 669 321
(1) Presentation of the fi nancial statements takes into account, for 2012 and 2013, the e! ects of the early adoption in 2013 of IFRS 10 (Consolidated fi nancial statements) and IFRS 11 (Joint arrangements), as well as the application of IFRS 5 (Non-current assets held for sale and discontinued operations), due to the proposed sale of SAFACAM to the Socfi n Group, and the reclassifi cation under operating income of operating income from companies accounted for at equity. The restated results also include changes in the accounting method for recording employee benefi ts obligations.
OPERATING INCOME BY BUSINESS SEGMENT
(in millions of euros) 2013 2012(1) 2012
published 2011
Transportation and logistics(2) 541 496 490 414
Oil logistics 39 39 39 28
Communications (Havas, media, telecoms) 194 118 57 (45)
Electricity storage and solutions (126) (168) (168) (100)
Other (agricultural assets, holdings) (43) (21) (11) (5)
NET OPERATING INCOME 606 465 407 292
(1) Presentation of the fi nancial statements takes into account, for 2012 and 2013, the e! ects of the early adoption in 2013 of IFRS 10 (Consolidated fi nancial statements) and IFRS 11 (Joint arrangements), as well as the application of IFRS 5 (Non-current assets held for sale and discontinued operations), due to the proposed sale of SAFACAM to the Socfi n Group, and the reclassifi cation under operating income of operating income from companies accounted for at equity. The restated results also include the change in accounting method for employee benefi t obligations.
(2) Before trademark fees.
BALANCE SHEET
(in millions of euros) 12/31/2013 12/31/2012(1) 12/31/2012 published 12/31/2011
Shareholders’ equity 9,316 7,265 7,260 4,113
Shareholders’ equity, Group’s share 7,749 5,868 5,874 3,796
Net indebtedness 1,795 1,900 1,915 1,884
Market value of listed shares(4) 2,035(3) 2,061(2) 2,061 1,859
(1) Presentation of the fi nancial statements takes into account, for 2012 and 2013, the e! ects of the early adoption in 2013 of IFRS 10 (Consolidated fi nancial statements) and IFRS 11 (Joint arrangements), as well as the application of IFRS 5 (Non-current assets held for sale and discontinued operations), due to the proposed sale of SAFACAM to the Socfi n Group, and the reclassifi cation under operating income of operating income from companies accounted for at equity. The restated results also include the change in accounting method for employee benefi t obligations.
(2) 2,653 million euros including Havas shares, 2,061 million euros excluding Havas shares. (3) Taking into account the impact from fi nancing on Vivendi stock. (4) Excluding Group stock (see page 62).
* Restated starting from fi scal year 2012, including Havas.
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BREAKDOWN OF TURNOVER 2013 BY GEOGRAPHICAL AREA (in millions of euros)
BREAKDOWN OF TURNOVER 2013 BY BUSINESS (in millions of euros)
BREAKDOWN OF HEADCOUNT AS OF DECEMBER 31, 2013 BY BUSINESS
44% FRANCE AND FRENCH OVERSEAS DEPARTMENTS AND TERRITORIES 4,774
21% AFRICA 2,301
18% EUROPE EXCLUDING FRANCE 1,928
10% AMERICAS 1,045
7% ASIA-PACIFIC 800
51% TRANSPORTATION AND LOGISTICS 5,469
30% OIL LOGISTICS 3,288
17% COMMUNICATIONS 1,843
2% ELECTRICITY STORAGE AND SOLUTIONS 223
NS OTHER 25
64% TRANSPORTATION AND LOGISTICS 34,251
29% COMMUNICATIONS 15,780
4% ELECTRICITY STORAGE AND SOLUTIONS 2,037
2% OIL LOGISTICS 1,252
1% OTHER 288
TOTAL : 10,848
TOTAL : 53,608
TOTAL : 10,848
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ECONOMIC ORGANIZATIONAL CHART AS OF MARCH 1, 2014 (AS PERCENTAGE OF CAPITAL)
(1) Directly by Sofi bol and by its 99.5% subsidiary Compagnie de Guénolé. Sofi bol is controlled by Vincent Bolloré. (2) Companies in the Rivaud Group, controlled by Bolloré. (3) Directly and indirectly including companies owned by the Rivaud Group.
55.3% Sofibol(1)
19.1% Compagnie du Cambodge(2)
5.6% Société Industrielle et Financière de l’Artois(2)
4.9% Financière Moncey(2)
3.6% Imperial Mediterranean(2)
2.3% Nord-Sumatra Investissements(2)
4.1% Société Industrielle et Financière de l’Artois(2)
3.5% Compagnie du Cambodge(2)
1.2% Nord-Sumatra Investissements(2)
1.0% Imperial Mediterranean(2)
0.1% Société Bordelaise Africaine(2)
TRANSPORTATION AND LOGISTICS
Financière de l’Odet
Bolloré
OIL LOGISTICS
ELECTRICITY STORAGE AND SOLUTIONSCOMMUNICATIONS
OTHER ASSETS
90.8%
67.5% (77.4 %(3))
Plastic fi lms
Portfolio of shareholding, Agricultural assets
Bolloré Énergie
Blue Applications Dedicated terminals
and systems Bolloré Africa Logistics Media, Telecoms
Blue SolutionsBolloré Logistics Havas
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STOCK EXCHANGE DATA
BOLLORÉ SHAREHOLDER BASE AS OF DECEMBER 31, 2013
Number of shares % of capital
Financière de l’Odet 18,432,661 67.42
Other Group companies 2,746,297 10.04
TOTAL BOLLORÉ GROUP 21,178,958 77.46
Public 6,163,008 22.54
TOTAL 27,341,966 100.00
0
40
80
120
160
200
240
280
320
360
400
440
480
201420132012201120102009200820072006200520042003
Bolloré indexed SBF 120
+54%
+18%
Performance over 1 year
x10
+57%
Performance over 10 years
BOLLORÉ
2013 2012 2011
Share price as of December 31 (in euros) 426.65 257.60 151.50
Number of shares as of December 31 27,341,966 26,870,406 25,094,157
Market capitalization as of December 31 (in millions of euros) 11,665 6,922 3,802
Number of issued and potential securities(1) 24,698,421 24,271,855 22,582,844
Diluted net income per share, Group share (in euros) 11.0 28.6 14.8
Net dividend per share (in euros)(2) 3.10 3.10 3.30
(1) Excluding treasury shares. (2) Of which 2 euro installment paid in 2012, 2011 and 2010.
CHANGES IN THE BOLLORÉ SHARE PRICE (in euros, monthly average)
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THE BOLLORÉ GROUP WORLDWIDE
NEARLY 53,600 EMPLOYEES IN 154 COUNTRIES
TRANSPORTATION AND LOGISTICS BOLLORÉ LOGISTICS 600 branch o* ces in 99 countries.
BOLLORÉ AFRICA LOGISTICS 250 subsidiaries in 46 countries.
OIL LOGISTICS BOLLORÉ ÉNERGIE 109 branch o* ces in 3 European countries.
COMMUNICATIONS Advertising (Havas), press (Direct Matin), market research CSA, telecoms.
ELECTRICIY STORAGE AND SOLUTIONS BATTERIES AND SUPERCAPACITORS ELECTRIC VEHICLES 3 plants in France and Canada.
PLASTIC FILMS 3 plants in Europe and the United States.
IER – DEDICATED TERMINALS AND SYSTEMS 17 locations worldwide.
AGRICULTURAL ASSETS
9,770 hectares in Cameroon, 3 farms in the United States and 3 vineyards estates in France.
IONS
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Transportation and logistics Oil logistics Communications Electricity storage and solutions Agricultural assets
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TRANSPORTATION AND LOGISTICS
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B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
BOLLORÉ LOGISTICS One of the leading groups worldwide in the organization of transportation, with a strong presence in Europe and Asia.
BOLLORÉ AFRICA LOGISTICS Leading global player in transportation and logistics in Africa.
BOLLORÉ ÉNERGIE France’s leading independent distributor of domestic fuel, with a major presence in Europe.
(Internal sources.)
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BOLLORÉ LOGISTICS
A GLOBAL NETWORK Through its subsidiaries (SDV Logistique Internationale,
Saga France, Nord Sud), Bolloré Logistics has gradually
built up a global network which extends across the five
continents.
Today, Bolloré Logistics has 300 establishments in all of
the main European countries. For several years now, the
Group has carried out targeted acquisitions enabling it to
strengthen its international network. The acquisition of the
JE-Bernard group, one of the leading British transport
management businesses, has had the effect of making
Great Britain the Group’s second largest European country,
with a workforce of 430 employees and 15 establishments.
In Asia, Bolloré Logistics has approximately 3,900 employees
and has seen strong growth, particularly in China and
Singapore, where it has 50 agencies and employs around
1,700 people. The acquisition of the third largest Indian air
transport operator, Air Link, has given the Group a signifi-
cant network in India and several other countries in the
Indian sub-continent. The purchase of the Australian
transport management company Europacific Forwarding,
based in Brisbane, has brought new business flows in the
Oceania-Pacific region.
The Group is also present in the Americas, with some
30 offices spread across Canada, the United States and
South America and has reinforced its presence in the US
aeronautics and space sectors with the acquisition of
Pro-Service.
In Africa, the Group benefits from the unrivaled network of
Bolloré Africa Logistics, with which it jointly acquired SAEL,
one of the leading players in the South African freight
forwarding sector, significantly strengthening its business
flows between Europe and southern Africa.
In addition, as part of the French ports reform program, in
2010, Bolloré Logistics was awarded concessions for the
Dunkirk, Rouen, La Rochelle, and Montoir port terminals
and is now present in 15 of the main local French ports.
More recently, Bolloré Logistics took a holding in the FAST
Overseas group, which operates in the Middle East, and
acquired the French and Italian entities of the FAST
network, confirming its intention to invest on the south
bank of the Mediterranean region. In 2013, Bolloré Logistics
continued to expand its network with the acquisitions of
Getco in Italy and SDV in Switzerland, and the opening of
an agency in Saudi Arabia in order to strengthen its posi-
tion in the Middle East where other projects are underway.
THE COMPLETE TRANSPORTATION CHAIN Bolloré Logistics is able to meet the needs of its clients
throughout the entire logistics chain. In partnership with
leading airlines, the Group’s companies ensure that the
Group has a direct presence in the main airports and is well
TURNOVER 2,943 million euros
INDUSTRIAL INVESTMENTS 29 million euros
VOLUMES HANDLED Air: 522 thousand metric tons Sea: 790 thousand containers
WAREHOUSES 694 thousand m2
LOCATIONS 99 countries/600 branch offices
HEADCOUNT AS OF 12/31/2013 10,768 employees
Backed by a network of 600 agencies in
99 countries with nearly 11,000 employees, Bolloré
Logistics is the leading company in France and ranks
among the top five European groups in the transport
management sector. With a presence in major cities
worldwide, it performs all logistics activities:
air, sea and land freight forwarding, warehousing
and distribution, industrial logistics, port operations,
safety and quality control. Bolloré logistics pursues
its policy of targeted acquisitions aimed
at strengthening its global network.
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B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
positioned to offer general cargo or aircraft chartering
services. Also present in all the major ports worldwide,
these companies offer comprehensive shipping services,
from break bulk to container shipping, from traditional
container carriage to full grouped container-loads, from
general cargo to specialized freight and from small pack-
ages to outsize items.
In addition, the Group’s air and sea operating centers are
fully equipped to meet all of its clients’ ground transporta-
tion needs.
DEVELOPMENTS IN LOGISTICS Bolloré Logistics undertakes significant work to develop its
logistics activities and operates logistics platforms fitted with
cutting-edge technical equipment and offering a large range
of services: identification, labeling, packaging, order prepara-
tion and redistribution. Specific software packages enable
real time provision of all information required by clients.
The Singapore platform, for example, specialized in
cosmetics and pharmaceutical products, centralizes flows
before re-packaging and redistributing across the entire
Asian continent.
As an approved customs agent, the Group also offers
customers advisory and support services to assist with the
application of customs procedures.
SERVICES ADAPTED TO COMPLY WITH NEW SAFETY AND SECURITY STANDARDS Meeting the growing safety and security needs in the air
and sea freight business, Bolloré Logistics undertakes
significant work to apply new regulations concerning
goods, installations and staff training. All warehouses and
stores comply with new safety and security standards. For
example, the temperature-controlled warehouses for
perishable goods, on the air transport platforms, are
protected by very rigorous safety rules.
Finally, Bolloré Logistics has accelerated its sustainable
development policy with the implementation of dedicated
teams responsible for selecting “clean” suppliers, gas
heated warehouses that do not produce CO2 emissions,
while also adhering to the applicable working conditions in
different countries.
The division also carried out carbon footprint assessments
on a global basis to increase its efforts in relation to green-
house gas emissions and its energy consumption. In addi-
tion, the Group inaugurated a large 42,000 m2 logistics
center in Singapore, SDV Green Hub, offering optimum
environmental performance, with high standard certifica-
tion (Green Mark Platinium and LEED Gold). ■
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BOLLORÉ AFRICA LOGISTICS
For several years, the Group has chosen to be present in
Africa and to develop its business there. The significant
investments made in recent years have enabled the Group
to reinforce its pan-African network and to achieve a signif-
icant scale in regions where, historically, it had less pres-
ence (in particular southern Africa and East Africa).
The leading transportation and logistics network in Africa,
Bolloré Africa Logistics continues to pursue its strategy to
build a partnership with this continent, where it is helping
to develop and open up landlocked countries.
PORTS, STEVEDORING Bolloré Africa Logistics is the leading stevedoring business
in Africa and has more than 6,000 towing machines and
trailers and approximately 10 million m2 of open storage
areas, warehouses and offices equipped with powerful
computer systems. Port operations are carried out on
behalf of ship-owners, from the point where goods land at
the dock through to delivery to the end-customer.
Every year, the Group invests in the purchase of new
cranes, fixtures and infrastructures in order to quicken the
pace of its stevedoring activities and to offer its ship-owner
clients continually improved service. In 2013, it delivered
800 meters of quays for the Pointe-Noire port terminal in
Congo, and 450 meters of quays with a water depth of
15 meters for the Lomé terminal in Togo.
For several years, Bolloré Africa Logistics has participated
in the tenders for the award of port concessions in Africa.
As a result, it operates container terminals in Abidjan, in
Republic of Côte d’Ivoire, Douala, in Cameroon, Tema, in
Ghana, Lagos-Tin Can, in Nigeria, Libreville-Owendo, in
Gabon, Pointe-Noire, in Congo, and Cotonou, in Benin.
Pursuing its development strategy in African ports, Bolloré
Africa Logistics was recently awarded concessions for
numerous container terminals, in particular those in Free-
town, Sierra Leone, in Lomé, Togo, in Conakry, Guinea and
in Moroni, in the Comoros Islands.
In consortium with APMT and Bouygues, in March 2013, it
was awarded a contract to manage a second container
terminal at Abidjan, commonly known as “TC2”, for a
period of twenty-one years. It also won the Dakar RoRo
terminal concession allowing the Group to regain presence
among the port community in Senegal, aiming to make the
port a regional benchmark. At the same time, Bolloré
Africa Logistics is also committed to exporting its expertise
outside Africa to countries that have similar problems. As a
result, it won the concession, with a local partner, for the
container terminal at the port of Tuticorin in India.
With a network of 250 subsidiaries, Bolloré Africa Logistics
also acts as a shipping agent in numerous African ports,
and supplies freight and trans-shipment services on
behalf of various international shipping companies. In
addition, it continues to develop its inland container
depots, platforms which serve to relieve sea port conges-
tion , located at the outset of f reight corr idors . In
particular, it manages an inland container depot in
Mombasa, Kenya, and one in Dar es-Salaam, in Tanzania,
which also serves to reinforce its positions in the various
corridors linking the African hinterland, of which it is the
TURNOVER 2,526 million euros
INDUSTRIAL INVESTMENTS 209 million euros
VOLUMES HANDLED 4,879 thousand TEU Timber produced: 2,000 thousand m3
Other goods: 5,614 thousand metric tons
TECHNICAL RESOURCES (handling and transit) 6,000 vehicles Offices/Warehouses/Storage areas: 10 million m2
LOCATIONS 46 countries/250 subsidiaries
HEADCOUNT AS OF 12/31/2013 23,517 employees
Encompassing 250 subsidiaries and around
24,000 employees in 55 countries (of which 46 African
countries) under the Bolloré Africa Logistics brand, the Group,
which has been present in Africa for more than fifty years,
has the leading stevedoring and logistics network.
Every year, a significant portion of its investments
is made in this continent, where it is a key player
in driving economic and social development. The leading
port concession operator in Africa, Bolloré Africa Logistics
pursued its growth in 2013 by obtaining new terminal
concessions, notably in Senegal and in Republic of Côte d’Ivoire.
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B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
leading operator in Africa. It ensures local deliveries and
cross-border transportation from Conakry to Mombasa
and from Sudan Port to Cape Town.
TRANSIT AND LOGISTICS Bolloré Africa Logistics undertakes all manner of adminis-
trative and customs duties on behalf of its clients, upstream
and downstream of the transportation function (by sea and
air), for imports and for exports, and then arranges road or
rail transportation for goods to their final destination. It has
numerous warehouses to store imported products and raw
materials intended for export (coffee, cocoa, cotton) and it
is supported by a network of agencies with a solid base in
the African interior. It is currently integrating new airport
services through the development of a range of air services
dedicated to project operators in fast growing areas such
as South Africa and Mozambique.
Bolloré Africa Logistics operates two railways in Africa,
which, together with road transportation, serve to open up
landlocked regions in the continent and function as a link in
the transportation and logistics chain. It operates the Camrail
rail network, in Cameroon, and the Sitarail railway which
links Republic of Côte d’Ivoire with Burkina Faso. It aims to
take part in the future extension of this line in Niger and
Benin to achieve a railway loop linking Cotonou, Niamey,
Ouagadougou and Abidjan.
In addition, Bolloré Africa Logistics has developed exper-
tise in the transportation of materials and products to oil
platforms on the Guinean Gulf and has developed recog-
nized know-how in the provision of logistics for mining
projects in Africa. It also takes part in a number of indus-
trial projects, throughout the continent and for numerous
international clients, providing tailored expertise.
At the start of 2013, Bolloré Africa Logistics, in partnership
with CFM, a government-owned Mozambican company,
inaugurated the first petroleum port in Pemba, Mozam-
bique, serving petrol and gas companies with its high
quality infrastructure and thereby contributing to the
development of Mozambique’s energy sector.
Finally, the division contributes to the creation of new busi-
ness lines through the opening of an Havas agency and the
development of energy storage solutions in Africa. ■
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BOLLORÉ ÉNERGIE
DISTRIBUTION OF OIL PRODUCTS Subsidiary of the Bolloré Group, Bolloré Énergie is the
largest independent distributor of domestic fuel in France
as well as other oil products and has 500,000 customers,
private individuals and professionals. With more than
100 agencies in France, Bolloré Énergie’s network is close
to its customers and ensures fast intervention. The
so-called “retail” distribution represents approximately
1.4 million m3 and includes private customers, farmers,
buildings, and administrative departments.
The “trading” business, which alone represents 1.7 million m3,
supplies haulage contractors and retailers.
For several years, Bolloré Énergie has also been developing
a range of technical services for its customers: boiler sale
and maintenance, air conditioning, heating subscription,
heating pumps, etc.
Bol loré Énergie a lso s trengthened it s posit ion in
November 2013, following the acquisition of Petroplus
Marketing France (PMF), a subsidiary of the Swiss group
Petroplus specializing in the production of refined products
at Petit-Couronne near Rouen. PMF has significant holdings
in three depots (20% of the GPSPC depot in Tours, 16% of
the EP depot in Valenciennes and 14% of the depot in
Mulhouse) and also owns 33.33% of Raffinerie du Midi
(storage company) as well as 5.5% of Trapil (Société des
Transports Pétroliers par Pipeline), which operates three
complex multi-product oil pipeline networks.
At the beginning of 2014, Bolloré Énergie acquired, as
planned, the additional 51% of the capital stock of LCN (Les
Combustibles de Normandie). In February 2011, Bolloré
Énergie had already acquired 49% of LCN, strengthening
its position in the distribution of oil products and giving it
more than 14% national market share in the distribution of
domestic fuel and generating turnover of nearly 3.3 billion
euros.
LCN also manages five automatic service stations for heavy
goods vehicles and distributes particularly profitable prod-
ucts like coal, lubricants, and kerosene.
Outside France, the Group distributes fuel and gasoline
under the Calpam brand in Germany (nine branch offices),
where it also runs a network of 56 service stations. In the
port of Hamburg, the company is rolling out a bunkering
business (transferring fuel).
TURNOVER 3,288 million euros
INDUSTRIAL INVESTMENTS 13 million euros
VOLUMES SOLD 3.9 million m3
STORAGE CAPACITY OWNED 1.6 million m3
PHYSICAL RESOURCES 109 agencies/392 trucks/56 service stations
HEADCOUNT AS OF 12/31/2013 1,216 employees
France’s leading independent distributor
of domestic fuel, Bolloré Énergie has considerably
strengthened its position, particularly through
the acquisition of LCN (Les Combustibles
de Normandie) in 2011, which it now wholly owns
since the beginning of 2014. Its national market
share is now over 14%. A major player in oil logistics,
Bolloré Énergie also manages the franchise
of the Donges-Melun-Metz (DMM) oil pipeline.
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OIL LOGISTICS SFDM, a subsidiary 95% owned by Bolloré Énergie, runs the
franchise for the Donges-Melun-Metz (DMM) oil pipeline
and the depot s at Donge s , L a Fe r té , Vat r y, and
Saint-Baussant with an overall storage capacity of
890,000 m3. The DMM oil pipeline crosses France from
west to east over a distance of 634 km and has a carrying
capacity of 3.2 million m3.
This is a sizable asset for Bolloré Énergie, which has there-
fore become a major player in oil product logistics in
France.
In Switzerland, via CICA imports, Bolloré Énergie distrib-
utes and stores oil products in Geneva, Zurich, and Basel,
where it has many depots and two branch offices. In 2013,
CICA also increased its storage capacity through the acqui-
sition of S+M Tank at Oberbipp and an additional holding in
the Tankanlage Rümlang (TAR) depot, bringing it to 38.3%.
Lastly, Bolloré Énergie wholly owns the depots at Caen,
Belfort, Clermont-Ferrand, Mulhouse, and Strasbourg, and
has holdings of up to 20% in Dépôt Pétrolier de Lorient
(DPL), with a storage capacity of 145,000 m3, and 18% in
those of La Rochelle (180,000 m3). In total, the storage
capacity in France is around 1,060,000 m3, to which PMF’s
capacity will be added. Bolloré Énergie uses 170,000 m3 for
its own business and rents the remaining capacity to
customers and to the SAGESS which manages the French
strategic inventories. ■
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COMMUNICATIONS
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B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
HAVAS One of the largest global advertising, digital media and consultancy communication groups.
MEDIA AND TELECOMS Present in the free press, digital media, market research, cinema and television logistics, and telecom markets.
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HAVAS
Founded in 1835 by Charles Havas, the group named after
him is one of the global leaders in the communications
industry. A multicultural group, Havas is present across the
world through its various agencies and contractual affilia-
tions. It offers a wide range of communication consultancy
services, including creative advertising, media buying,
digital media, direct marketing, corporate communication,
sales promotion, design, human resources , sports
marketing, interactive multimedia communication and
public relations. Havas has more than 15,000 employees.
Headquartered in Paris, Havas’ business activities are
shaped around two main divisions, Havas Creative Group
and Havas Media Group. By building on synergies and as
the most integrated group in the sector, the Havas Group is
able to provide its customers with a unique suite of tailor-
made services.
In Paris, New York, and some ten other locations across the
world, Havas has brought together most of its creative and
media teams in the same building. This initiative enables all
its communication expertise to be gathered together,
providing a fully integrated offer unrivaled in the European
market.
HAVAS CREATIVE GROUP Havas Creative Group includes the Havas Worldwide
network (formerly known as Euro RSCG Worldwide), the
Arnold Worldwide micro-network and communication
agencies with strong local identities, such as Les Gaulois
and W.
Havas Worldwide, the largest organization in the Havas
Group, is a global network of integrated marketing commu-
nication agencies, with 11,000 employees and 316 offices,
in 120 cities and 75 countries.
It offers clients, including Air France, BNP Paribas, Charles
Schwab, Citigroup, Danone, EDF, IBM, Kraft Foods, Lacoste,
LVMH, Merck, Pernod Ricard, PSA Peugeot Citroën, Reckitt
Benckiser and Sanofi, services covering all communication
and marketing disciplines.
Digital media is a central and fundamental element of the
strategy. The model placing digital media at the heart of all
Havas Worldwide’s business activities, as opposed to parti-
tioning them, has enabled its agencies to impose their
presence globally in competition with pure players in
digital media.
Arnold Worldwide is an international micro-network of the
Havas Creative Group division located in Boston. Its agen-
cies, located in key markets worldwide, offer marketing
strategies that cover al l communication channels:
TURNOVER 1,772 million euros
INDUSTRIAL INVESTMENTS 70 million euros
LOCATIONS 100 countries/408 subsidiaries
HEADCOUNT AS OF 12/31/2013, 15,414 employees
At the end of 2013, the Group owned 36.2%
of the share capital of Havas, one of the largest
global communication consultancy groups.
With more than 15,000 employees, Havas generates
annual turnover of about 1.8 billion euros and
operates in more than 100 countries worldwide.
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B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
advertising, digital media, social media, application design,
promotion, events, branded content, customer relationship
management, etc.
Arnold Worldwide boasts a blue chip client portfolio:
Brown-Forman, Carnival Cruise Lines, Fidelity Investments,
The Hershey Company, New Balance, Ocean Spray,
Progressive, CVS Pharmacy, Titleist, etc.
HAVAS MEDIA GROUP Havas Media Group, which operates in more than 100 coun-
tries, consists of two global media brands, Havas Media
and Arena Media, both of which work alongside Havas
Sports & Entertainment, the world’s largest brand engage-
ment network.
These three brands benefit from the expertise of the other
tools and brands of the Havas Media Group: Artemis
(proprietary data aggregation and management system),
Mobext (mobile expertise), Socialyse (social networks) and
Affiperf (the Havas trading platform). The offer of content
and brand experience is provided by the 36 international
offices of Havas Sports & Entertainment, in addition to
several specialized entities including Cake (Paris, New York,
London), Havas Event and Havas Productions.
This structure provides customers with a single, fast and
flexible service, run by a team of strategists and media
experts who excel in the field of digital media, content
production and experiential marketing. The integration of
digital media at the heart of all of Havas Media Group’s
business activities has transformed a network of brands
into a more integrated whole built on teamwork.
Havas Group clients now benefit from a simpler, more
cohesive and more coherent organization that provides
services focused on digital media, guided by a unified
vision and an integrated offering.
In 2013, Havas Media Group’s offering captivated many new
international customers. ■
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MEDIA AND TELECOMS
VIVENDI The Group has a 5% holding in Vivendi, following the
disposal of its Digital Terrestrial Television (DTT) channels
Direct 8 and Direct Star, in exchange for 1.7% of Vivendi
and additional share purchases on the market. This holding,
with a market value of 1.2 billion euros at the end of 2013, is
part of the Bolloré Group strategy of being a key player in
the media sector.
DIRECT MATIN The Direct Matin daily newspaper was launched in
February 2007, in partnership with the regional daily
press of the Ville Plus network. It now has 2.6 million readers
per issue and more than 900,000 copies are distributed
every day, including its regional editions (Marseille, Lyon,
Bordeaux, etc.), issued under the single Direct Matin brand.
This newspaper provides news in real time and a thorough
analysis of information.
The digital version, Directmatin.fr, which was launched in
2012, had a monthly average audience of 615,000 different
visitors and over 2.5 million page views at the end of 2013
(source: eStat).
In 2013, an additional edition called Direct Tennis was
launched and a new topic was added thanks to a partner-
ship with Slate.fr.
AUDIOVISUAL LOGISTICS AND CINEMA The Group holds 18% of the capital of Euro Media Group,
which is one of Europe’s leading audiovisual technical
service providers. Present in many European countries
(France, Netherlands, Belgium, United Kingdom, Germany,
Switzerland, Italy, etc.), it provides an extensive range of
services: mobile video buses, film sets, market research,
postproduction, scenery studios, accessories rentals, etc.
Bolloré Group also runs the Mac-Mahon cinema in Paris and
holds approximately 10% of Gaumont, one of the leading
European players in its sector, which has one-third of the
national network of EuroPalaces cinemas and operates a
sizable catalog of feature-length films.
DIRECT MATIN
NATIONAL DISTRIBUTION AND VILLE PLUS NETWORK 900,000(1) copies a day Île-de-France distribution 532,211(1) copies on average
PRESS AND MEDIA HEADCOUNT AS OF 12/31/2013 304 employees
MARKET RESEARCH, TELECOMS
TURNOVER CSA: 21 million euros Harris Interactive: 140 million dollars Euro Media Group: 301 million euros
TELECOMS Bolloré Telecom: 22 WiMax licenses in France Wifirst: 218,000 rooms equipped
BOLLORÉ TELECOM/POLYCONSEIL HEADCOUNT AS OF 12/31/2013 137 employees
(1) Source: OJD.
After the sale of the Digital Terrestrial Television
channels to Canal+ in 2012, the Group is now
present in free press, digital media, market research
and cinema and television logistics, and telecoms
and has a 5% holding in Vivendi.
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MARKET RESEARCH The Group owns the general research and survey institute
(CSA). It carries out specific tailored market research for its
clients and ranks among France’s three leading general
institutes. At the beginning of 2014, the Group brought a
shareholding of nearly 14% in Harris Interactive to the
public takeover bid launched by Nielson, an American
research and survey company specialized in Internet
market research, amounting to 12 million euros and gener-
ating a consolidated capital gain of 10 million euros.
TELECOMS Bolloré Telecom has 22 regional WiMax licenses (high-
speed terrestrial data transfer technology), thereby
providing it with national coverage. In the absence of
existing technology making it possible to roll out nationally,
the Group is continuing its tests and has rolled out its
WiMax network to a number of pilot sites, notably in the
port of Brest with the French navy, in leisure ports on the
Côte d’Azur, and in local authorities.
Following an agreement with Arcep, the obligation to roll
out the Bolloré Telecom network has been postponed and
now extends from 2015 to 2017.
In addition, its Wifirst subsidiary markets a wireless high-
speed Internet service in university dormitories. Its services
are provided to roughly 218,000 rooms. Wifirst is currently
studying projects to diversify its offering beyond university
dormitories. In 2013, it extended its services to camp-
grounds and already counts 8,000 locations.
Finally, the Group owns Polyconseil, which specializes in
providing computing advice and services and designing
software, particularly in car-sharing and electricity storage
management systems. ■
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ELECTRICITY STORAGE AND SOLUTIONS
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BLUE SOLUTIONS Design and production of high-performance electric batteries based on lithium metal polymer (LMP®) technology.
BLUE APPLICATIONS (INCLUDING IER) Using its LMP® battery technology, the Group is expanding in mobile (buses, electric cars, Autolib’, car-sharing) and stationary applications for electric batteries (Bluehouse, “Blue Zone”, smart grid). A worldwide leader in access control equipment and identifi cation systems for air transport, IER is a major player in electricity storage solutions (terminals, computer applications, car-sharing).
PLASTIC FILMS The leading worldwide producer of fi lms for capacitors and third-largest worldwide producer of shrink-wrap packaging fi lms.
(Internal sources.)
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BLUE SOLUTIONS, PLASTIC FILMS
BLUE SOLUTIONS 2013 saw the initial public offering of 10% of Blue Solutions’
capital on October 30. On the same day, the value of the
security rose 45% compared to its initial price. Demand was
15 times higher than the offering and the market capitaliza-
tion of the company reached 554 mil l ion euros at
December 31, 2013.
Batteries From its position as world leader in the manufacture of
plastic films for energy-storage capacitors, the Bolloré
Group has developed a high-performance battery that can
equip fully electric vehicles.
Based on LMP® technology, it is the fruit of twenty years of
research.
The Group has continued to increase the capacity of the
two industrial sites producing the lithium metal polymer
(LMP®) battery developed by Blue Solutions on the
Group’s historic site in Ergué-Gabéric, in Brittany, and
Boucherville, near Montreal, in Canada. Blue Solutions has
an annual production capacity of 300 MWh, equivalent to
10,000 30-kWh batteries. The ongoing construction of a
new plant in Brittany, adjacent to the first, but with greater
capacity, and the extension of the Canadian plant will bring
production capacity to approximately 1 GWh, or the equiv-
alent of 32,500 batteries by 2019-2020.
These batteries are characterized by their power, high
energy density, their strong level of cyclability and their
safety. They offer electric vehicles substantial range, in
addition to total safety thanks to their very robust design,
regardless of the external weather conditions. Composed
of non-polluting materials only, they pose no danger to the
environment. They already equip the Bluebus and Bluecar®,
giving the latter a range of 250 km.
In addition to on-board applications, research and develop-
ment teams have continued the development of specific
batteries for stationary applications for individuals, institu-
tions and companies.
When connected to the grid, these batteries can be used to
store electrical power when the cost is low, for use when the
cost is high, as well as to guard against the risk of power
outages or to provide a solution during peak use of the
electricity grid. They are also suitable for professional appli-
cations whenever there is a requirement to secure the power
supply (hospital facilities, telecommunication relays, etc.).
Off-grid, LMP® batteries store electrical energy from
renewable sources (photovoltaic panels, wind and tidal
power) to ensure the supply of electricity for stationary or
onboard applications. Installed capacity can range from a
few kWh for individuals to 1 MWh or more for wind or solar
farms when they provide very little or no electricity,
thereby ensuring uninterrupted power supply for large
corporations or urban areas.
Supercapacitors The Group has developed other power-storage compo-
nents known as “supercapacitors”, which are characterized
by very high power density and low energy, very short
charge and discharge times, and the ability to cycle several
million times without deteriorating.
BATTERIES, SUPERCAPACITORS
2013 INDUSTRIAL INVESTMENTS (including electric vehicles) 101 million euros (including 59 million euros for R&D)
BATTERIES 2 factories, in Brittany and Canada: 48 thousand m2
Production capacity: 10,000 30-kWh equivalent batteries per year
SUPERCAPACITORS Brittany factory: 2,100 m2
Capacity: 1 million components per year
HEADCOUNT AS OF 12/31/2013 328 employees
PLASTIC FILMS
TURNOVER 84 million euros including 80% for export
INDUSTRIAL INVESTMENTS 9 million euros
PRODUCTION SOLD 16 thousand metric tons
HEADCOUNT AS OF 12/31/2013 482 employees
From its leadership position in plastic films for capacitors,
and after twenty years’ research and significant investments,
the Bolloré Group has developed a high-performance
electric lithium metal polymer (LMP®) battery opening
up interesting prospects for electric mobility
and stationary solutions.
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These modules are used in the automotive industry to
recover braking energy, and provide a simple and reliable
source of power for hybridization solutions used in “stop &
start” function (stopping the motor when the vehicle is
immobilized and then restarting), but can also provide
assistance during acceleration. Current developments also
focus on public transportation applications, including
trams equipped with supercapacitors that can travel
hundreds of meters without power lines. The Group also
plans to bring into service a shuttle boat in Lorient, which
recharges with each crossing, providing a fully electric
transportation solution with unlimited range. The same
principle is being examined for many other applications.
PLASTIC FILMS With the ultra-thin technology acquired in the manufacture
of fine paper, the Bolloré Group has become the world
leader in polypropylene film for capacitors, electrical
components for storing energy. Capacitors are both used in
the manufacture of consumer products (appliances, DIY, air
conditioning, etc.) and the construction of infrastructure
(lighting, power transmission, rail, etc.). The Group has two
plants in Brittany, as well as a production unit in the United
States.
It has also developed a range of ultra-thin packaging and
shrink-wrap packaging films providing effective protection
and aesthetically packaged products for industrial and
food markets. The Pen Carn plant in Brittany, which uses
the highest standards of certification for quality, safety and
hygiene, makes the Group one of the top three global
manufacturers of packaging films. With new high-end
products and a range of barrier films for food-packaging
applications, this business is growing internationally. ■
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ELECTRIC VEHICLES, SOLUTIONS
Blue Solutions holds purchase options that are exercisable
between 2016 and 2018 within entities composing the
scope of Blue Applications: Bluecar®/Bluecarsharing/
Autolib’, Bluebus, Bluetram, Blueboat, Bluestorage, IER,
Polyconseil.
BLUECAR®, BLUECARSHARING, AUTOLIB’ The Group produces a 100% electric vehicle with a range of
250 km, the Bluecar®. The first “consumer” car designed
from the outset for electric propulsion, Bluecar® was the
number one in electric vehicle registrations in France in
2012, with 1,536 vehicles and 30% market share. In 2013,
Bluecar® registered 658 vehicles for car-sharing systems,
businesses and individuals.
Launched on December 5, 2011, Autolib’, operated by the
Bolloré Group as part of a public service delegation
contract, enjoyed extremely fast growth. This service,
which is unique in terms of size and ease of use, allows
users to rent an electric car from one of the stations located
in Paris and 46 surrounding municipalities, and to return
it to any other station at their destination. Launched with
250 cars and 250 stations, the service grew quickly to
reach 4,400 charging terminals distributed on 857 stations
and 2,010 cars at the end of 2013.
The service has become hugely popular among Greater
Paris residents and visitors. As of the end of 2013, it had
more than 40,600 premium subscribers, and 4.8 million
users since the launch of the service. In addition, the Autolib’
service helps improve the living environment in the Paris
region by reducing air and noise pollution, and allowing
traffic to move more freely.
Following this success, Bluecarsharing launched similar
car-sharing services, Bluely in Lyon-Villeurbanne on
October 10, 2013 (with 130 vehicles, 51 stations and
252 terminals) and Bluecub in Bordeaux, at the end of
November 2013 (with 90 vehicles , 40 stations and
197 terminals). The Bolloré Group was also chosen to
develop a car-sharing system in Indianapolis (USA) which
will begin in May 2014, and to manage a network of
1,400 charging stations in London, to which 1,500 new
terminals will be added from now until early 2015. An elec-
tric vehicle car-sharing service will also be rolled out there.
OTHER MOBILE APPLICATIONS In addition, the Group continues to sell the Bluebus, a
22-seat electric bus with a range of 120 km, and to develop
new projects like the Blueboat, an electric shuttle boat and
oil clearance vessel, or the Bluetram, a tramway powered
by supercapacitors recharged at each station and
requiring no rails or power lines. For the latter project, the
Group announced the construction of a factory in Brittany
for the beginning of 2015, representing an investment
of 10 million euros with an annual production capacity of
50 Bluetram vehicles.
STATIONARY APPLICATIONS Bluestorage is developing an electricity storage solution
range from a few kWh for individuals to offset electrical
breakdowns and improve management of their consump-
tion, to several MWh of energy stored for solar and wind
farms.
The Group has developed an innovative and environmen-
tally friendly concept for Africa, called “Blue Zone”, which
allows the installation of solar-powered batteries at auton-
omous community facilities including clinics, schools,
movie theaters, sports fields, workshops, drinking water
production… “Blue Zones” will soon be installed in Niger,
Benin, Togo, and Guinea.
The Group produces and sells mobile and stationary electric
storage solutions, from the production of electric vehicles
and the creation of car-sharing systems to complete solutions
to produce, store and distribute decentralized, clean
and free electricity, via solar energy in Africa (Blue Zone).
IER, a leader in its traditional business lines, is now a major
player in marketing car-sharing solutions and smart,
communicating recharging terminals.
ELECTRIC VEHICLES
BLUECAR® Speed: 130 km/h / 250 km range / Battery: 30 kWh
AUTOLIB’ 2,010 Bluecar® vehicles in circulation / 4,400 charging terminals in 857 stations
BLUEBUS 22 spaces / 120 km range
HEADCOUNT AS OF 12/31/2013 493 employees
IER
TURNOVER 132 million euros including 60% from exports
R&D 8 million euros
LOCATIONS 2 research centers / 6 production centers in France, Belgium, Canada and China / 8 service and maintenance centers
HEADCOUNT AS OF 12/31/2013 659 employees
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In addition, Bluestorage has developed a 100% green
public transportation concept relying on solar panels
provided by Bluesun (a joint venture with the Total group),
stationary LMP® batteries and Bluebus vehicles. This
concept has already been deployed and is operated on the
Cocody Campus in Abidjan in Republic of Côte d’Ivoire, in
Yaoundé in Cameroon and on the site of the Angkor
temples in Cambodia.
Finally, Bluestorage created a subsidiary, BlueElec, whose
objective is to develop and operate energy storage solu-
tions making it possible to optimize the ability to reduce
consumption. The main markets targeted by BlueElec are
the industrial and residential load shedding markets.
IER IER is the leading provider of solutions designed to opti-
mize and secure the flow of goods and persons. IER has
developed kiosks, self-service terminals and identification
and geolocation systems that have recently made it a key
player in the car-sharing market.
Electricity storage With its expertise in the field of terminals and develop-
ments in automatic identification solutions, IER has
become a major player in new mobility solutions for trans-
portation, and especially electric car-sharing systems. As
part of the Autolib’ service, IER has provided more than
5,000 remotely controlled charging stations, subscription
terminals operating via video conference, and an onboard
computer allowing real-time verification of the status and
position of vehicles at all times.
Self-service terminals IER is world leader in the design, manufacture and
marketing of terminals for large transportation networks
(air, rail and sea), as well as ticketing and consultation
terminals available to users of certain public services (La
Poste, CMAF). IER has recently launched two new products
to meet market needs: a baggage registration terminal for
airports, and a self-service payment terminal designed for
small and medium-sized retail outlets, allowing a signifi-
cant time saving for customers in city centers.
Automatic identification IER designs, develops and integrates identification, tracea-
bility and mobility solutions for use by logistics operators,
industry and large retailers. Its mastery of all technologies,
especially RFID, has made IER a benchmark in integration
and service.
Thus, by proposing solutions allowing the use and manage-
ment of batteries and charging systems, IER is an integral
part of the Bolloré Group’s commitment to developing
electricity storage.
Security and access control equipment Through its subsidiary Automatic Systems (AS), IER also
offers a complete range of secure solutions for pedestrian
and vehicular access, and for the protection of sensitive
sites. Using its international distribution network, AS is one
of the leading global suppliers of the large security integra-
tors. In addition to these markets, IER offers international
customers a comprehensive range of access control equip-
ment for road tolls, metros, trains and airports. ■
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OTHER ASSETS
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PORTFOLIO OF SHAREHOLDING A portfolio of 2 billion euros invested in Vivendi, Vallourec, Socfi n Group, Mediobanca, Generali, etc.
AGRICULTURAL ASSETS Major shareholder of Socfi n, a leading independent grower worldwide, with 155,000 hectares. Owner of a plantation in Cameroon, three farms in the United States and vineyards in the south of France.
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PORTFOLIO OF SHAREHOLDING AND PLANTATIONS
SHAREHOLDINGS The market value of the Bolloré Group’s listed shares was
2,035 million euros at December 31, 2013, excluding the
interest in Havas (886 million euros), now fully consolidated.
In 2013, the Group brought the balance of its holdings
(6.4%) to the offer launched by Dentsu for a gross amount
of 212 million euros, realizing a capital gain of 109 million
euros. In total, including the securities sold in 2012, the
disposal of the entire 26.4% interest held by the Bolloré
Group represented 918 million euros, and a gross consoli-
dated capital gain of 496 million euros.
Following disposal of the Direct 8 and Direct Star chains in
exchange for 1.7% of the share capital of Vivendi, and the
purchase of additional securities on the stock market, the
Group now holds a 5.0% interest in Vivendi. The market
value of that interest amounted to 1,221 million euros as of
December 31, 2013(1).
The market value of shareholdings in Italy, in Mediobanca(2)
(6.0%), Generali (0.1%) and Premafin (0.9% (3)), was
365 million euros as of December 31, 2013. The main equity
holding is Mediobanca, where the Group brings together a
group of international investors who have four representa-
tives on the Board of Directors. The Bolloré Group is now
authorized to increase to 8% of the capital.
The Group is also a 1.7% shareholder of Vallourec, repre-
senting a value of 83 million euros as of December 31, 2013.
The Group has a 21.2% interest in Bigben Interactive, one of
the European leaders for the design and supply of video
game console accessories, and close to 10% in Gaumont.
Finally, the 14% interest of Harris Interactive, a leader in
Internet research, was brought by the public takeover bid
launched by Nielsen in February 2014 for 12 million euros,
generating an estimated consolidated capital gain of
10 million euros for the 2014 financial year.
AGRICULTURAL ASSETS Bolloré is a significant shareholder of the Socfin Group
through its 38.7% interest in Socfin and a 21.8% interest in
its subsidiary Socfinasia, whose market value amounted to
309 million euros as of December 31, 2013. The latter is one
of the leading independent planters worldwide and
manages approximately 155,000 hectares of plantations.
In Asia, Socfin is present in Indonesia through Socfindo,
which farms 48,000 hectares of oil palms and rubber trees,
and has recently started working in Cambodia, where it has
undertaken the creation of 12,000 hectares of rubber tree
plantations (4,100 hectares as of the end of 2013).
It also has numerous plantations in various African
MAIN EQUITY HOLDINGS Vivendi: 5.0% Vallourec: 1.7% Socfin: 38.7% Socfinasia: 21.8% Mediobanca: 6.0% Gaumont: 9.6% Bigben Interactive: 21.2% Harris Interactive: 13.8%
IN HECTARES SAFA Cameroun: 9,770 Socfin: 155,000 American farms: 3,000 Vineyards: 246 including 116 with wine-growing rights
BOTTLES PRODUCED 550,000
VINEYARDS HEADCOUNT AT 12/31/2013 33 employees
The Bolloré Group manages a portfolio
of shareholding worth more than 2 billion euros.
It has significant interests in the advertising
and media sector (Vivendi) and in Vallourec,
Mediobanca, Generali and the Socfin Group.
In addition, it also has miscellaneous
agricultural assets.
35
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
countries, such as Cameroon, where Socapalm manages
nearly 35,000 hectares of oil palm plantations, or the
Republic of Côte d’Ivoire, where Société des Caoutchoucs
de Grand Bereby (SOGB) farms 23,000 hectares of rubber
tree plantations. It is also present in Nigeria and in Liberia.
Furthermore, the Socfin Group has undertaken the
replanting of 6,000 hectares of oil palms in the Democratic
Republic of Congo and the creation of a new 12,000 hectare
oil palm plantation in Sierra Leone (having replanted
6,800 hectares at end-2013).
The Bolloré Group also has a direct presence in the planta-
tions sector through its subsidiary SAFA Cameroun, which
operates a nearly 9,000 hectare oil palm and rubber tree
plantation. This company has been classified as discon-
tinued operations due to the sale to the Socfin Group. The
Group also has three farms in the United States, repre-
senting around 3,000 hectares, 600 hectares of which are
pine plantations. The main irrigated crops, which are
cotton, groundnut and corn, have been directly farmed by
the Group since the beginning of 2013. Lastly, the Group is
also the owner and farmer of several vineyards in the south
of France, in the Côtes de Provence appellation area where
Domaine de La Croix (classified area) and Domaine de la
Bastide Blanche are grown. These vineyards represent a
total area of 246 hectares, 116 hectares of which carry
wine-growing rights, producing around 550 thousand
bottles per year. ■
(1) Taking into account the impact from fi nancing on Vivendi stock. (2) Consolidated by the equity method. (3) Not including 0.5% held by Financière de l’Odet.
36
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
37
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
With operations across all continents,
the Bolloré Group’s business activities
are highly diversified. It has become
a key player in the creation of high
technology products, reflecting more
robust environmental demands.
38
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
SHARING COMMON VALUES
The Group’s ethical commitments, a critical prerequisite to
good governance, demonstrate its desire to develop and
maintain the trusting relationships necessary to sustain its
business activities long-term.
This ethics policy implemented by the Group assumes that
economic development is always associated with behavior
above reproach. It is an integral part of a corporate culture
based on a sense of social, societal and environmental
responsibility.
In order to ensure compliance with these commitments by
all, the Group relies on an effective and consistent ethics
organization, made up of:
– an Ethics Committee, which defines and coordinates the
implementation of the Group’s ethics policy;
– a Group Ethics Manager, whose role is to provide ongoing
advice to senior management, and who develops and
coordinates the network of Ethics Managers and compli-
ance officers at the division level;
– a network of Ethics Managers and compliance officers at
the division level, whose main role is to monitor compliance
with the rules and principles contained in the codes of
conduct and to ensure their implementation in their
respective companies;
– an alert system enabling employees to point out, to an
authorized member of staff, any dysfunctions or irregulari-
ties they may notice within the company which they
consider could pose a serious risk to the business.
The Group is aware that ethics is a crucial asset of the busi-
ness and a factor which underpins its reputation and
promotes loyalty. Earning a larger share of “market trust”
is, from now on, just as important as growing our market
share.
The Bolloré Group’s corporate responsibility policy is based on four main areas with a common core: sharing
common values, developing and revealing talents, producing and innovating sustainably, taking action for
local development.
“Our strategy is based on respect for shared values, the transfer of our skills and our desire to constantly innovate and to build our activities locally over the long term.” Vincent Bolloré
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
39
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
DEVELOPING AND REVEALING TALENTS
The Bolloré Group’s financial performance is based on the
commitment of the women and men who work to achieve it.
Its social policy is demonstrated accordingly through five
major commitments:
– ensuring and monitoring the health of all employees;
– anticipating changes in the business lines, developing
skills and promoting local talents;
– supporting organizational changes and encouraging
mobility within the Group;
– integrating diversity of all forms and guaranteeing equal
opportunity throughout employees’ careers;
– encouraging dialog with the workforce; employee
involvement and engagement.
Faced with different challenges such as the volatility of the
labor market, employees’ growing expectations and the
shortage of certain technical skills, the Group is committed
to being involved as an economic and social player.
This in particular has resulted in:
– a health and welfare policy that offers employees effec-
tive guarantees;
– a training policy that addresses both current opera-
tional needs and the future strategic development of our
businesses;
– advice and assistance for our managers to develop their
managerial skills;
– strengthening of skills that are critical to the ongoing
development of our businesses;
– respect for work/life balance, indispensable for the
development of gender equality in the workplace.
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
40
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
PRODUCING AND INNOVATING SUSTAINABLY
The Bolloré Group’s environmental policy is structured
around three firm commitments:
INTEGRATING ENVIRONMENTAL PERFORMANCE IN THE GROUP’S OVERALL STRATEGY The Bolloré Group attaches great importance to reducing
the environmental impact of its business activities.
For many years all of the “transportation and oil” logistics
activities have integrated an ambitious environmental
policy. Blue Solutions’ business activity meets two environ-
mental challenges: the development of clean transporta-
tion and energy management.
PREVENTING AND REDUCING THE IMPACT OF ITS ACTIVITIES To run its businesses responsibly it must, above all else,
manage the risks that are related to them.
The Group has organized the resources needed to identify
and subsequently reduce risks through the use of efficient
monitoring and crisis management procedures.
The risk mapping exercise performed in 2008 enabled us
to identify priority risks for each division and consolidate
risk management procedures at Group level while taking
into account the diversity of the Group’s businesses.
The identified risks were validated and assessed, by the
Management Committee of each division, in terms of their
impact, frequency and level of management required. In
this way, 139 risks were noted and 50 were considered
priority risks. An action plan was developed by the relevant
divisions for each priority risk.
The action plans arising from this risk analysis have trans-
formed what may have appeared to be a constraint into an
opportunity for development, both technological and
financial, of the Group’s businesses.
INNOVATE TO ANTICIPATE NEW ENVIRONMENTAL REQUIREMENTS Energy constraints , climate change and scarcity of
resources are all factors that now heavily influence clients’
consumption patterns. At the same time, the general public
is gradually becoming more aware that individual
consumption patterns have an impact on the environment.
Innovation has always been an essential component of the
Group’s corporate culture. For more than twenty years, it
has invested in an electrical energy storage research and
development program. Through this program, two innova-
tive energy storage technologies have been developed: the
LMP® battery and supercapacitors.
The Group therefore focuses its research efforts on
perfecting products and services that can address these
environmental concerns.
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
41
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
TAKING ACTION FOR LOCAL DEVELOPMENT
The Bolloré Group’s societal policy is structured around
three commitments:
– establishing listening, discussions and collaboration with
stakeholders;
– strengthening the local presence of the Group’s activities;
– promoting the joint commitment of employees.
On the latter point concerning the commitment of
employees, Earthtalent and the Fondation de la 2e chance
are the two community actions deployed Group-wide.
FONDATION DE LA 2E CHANCE
FIGHTING SOCIAL EXCLUSION BY CHALLENGING THE CULTURE OF DEPENDENCE Set up in June 1998 at the initiative of Vincent Bolloré, its
President, the Fondation de la 2e chance has been recog-
nized for its public utility since 2006. It encompasses more
than 100 partners (large private companies, public and
financial institutions). It has 70 offices in France.
The aim of the Fondation de la 2e chance is to help people
aged 18 to 62 who have faced extreme hardship in life and
who presently live in a vulnerable situation, but who have a
real desire to get their lives back on track.
In addition to fund-raising, the Foundation offers these
people human and financial support (up to 8,000 euros for
business start-up/rescue projects and 5,000 euros for
training projects) to bring realistic and sustainable projects
to fruition: skills training, business start-ups or business
rescues. This financial “leg-up” is accompanied by profes-
sional and emotional sponsoring provided to the project
owner, until the project reaches a successful conclusion.
The Fondation de la 2e chance was awarded the IDEAS
label on October 13, 2011, testifying to the progress it has
achieved. The IDEAS seal of approval is recognized and
trusted by donors , and establishes respect among
non-profit organizations for the implementation of best
practices in relation to corporate governance, financial
management and monitoring efficiency.
Management of the Foundation is decentralized:
– relay offices, spread out among five major regions in
France, coordinate and encourage local instruction and
sponsoring teams;
– the beneficiaries are therefore never far from the people
who support them;
– they also often benefit from other valuable sources of
support from the Foundation.
To support these turnaround projects efficiently, selected
cases undergo a procedure taking two to three months to
complete.
• Each application is reviewed at the Foundation’s head
office and eligibility is considered subject to four criteria:
– the candidate has been through a major rupture in their
past life;
– current vulnerability;
– co-financing is available (or at least being sought);
– a realistic and sustainable project.
• Selected cases are dealt with in each relay office, by
volunteers (seniors may still be very active!) who meet
the candidates and examine their projects in detail.
• An opinion is issued by a regional approval committee,
based on the volunteer instructor’s conclusions.
• A decision is made by the approval committee, provided
their opinion is strictly in line with the instructor’s conclu-
sions. If there is disagreement, the case is sent back to
the Board of Directors.
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
THE FOUNDATION IN FIGURES
IN 2013, about 500 “leg-ups” were financed.
NUMBER OF VOLUNTEERS THROUGHOUT FRANCE: 1,000 active instructors and sponsors.
42
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
EARTHTALENT BY BOLLORÉ – HUMAN PEOPLE FOR HUMAN PROJECT
Earthtalent by Bolloré was created ex nihilo within the
Group by employees in 2008 to support the Group’s values
of courage, respect for others, innovation and entrepre-
neurial spirit.
DEVELOPING TALENTS WITHIN THE BUSINESS Our goal is to support local development by research and
embrace individuals’ commitments. Earthtalent by Bolloré
reveals the talents of the business and supports local
projects, created and developed by employees. Its strength
comes from the increasing volunteer base of close to a
thousand employees linked by international social media, a
great way of sharing ideas, skills, know-how and needs.
TERRITORIAL INVOLVEMENT FOR THE DEVELOPMENT OF LOCAL COMMUNITY ACTIONS Today, Earthtalent by Bolloré gathers employees from
47 countries in which the Bolloré Group is located. 18 local
representatives lead the community of local employees,
identify potential and participate in local initiatives.
To date, 21 projects have been supported in eight countries
in Africa, Asia and Latin America. There were 4,300 direct
and indirect beneficiaries and 137 jobs created within the
structures related to the projects.
All these projects are consistent with contributing to the
UN’s Millennium Development Goals.
Since its inception, the Earthtalent program has played a
leading role in supporting the empowerment of women.
The wide variety of projects makes it possible to address
other issues:
– 100% of the projects support the empowerment of
women (MDG no. 3);
– 80% of projects contribute to reducing extreme poverty
(MDG no. 1);
– 45% of projects contribute to fighting diseases such as
HIV and malaria (MDG no. 6);
– 25% of projects contribute to environmental conservation
(MDG no. 7);
– 20% of projects help ensure primary education for all
(MDG no. 2).
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
43
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
PHOTO CREDITS
Bolloré picture library, Bolloré Logistics, Bolloré
Africa Logistics, Bolloré Énergie, Blue Solutions,
Bolloré Plastic films division, IER, Euro Media Group,
Pascal Anziani, Éric Robert, Comstock-Getty Images,
Fotolia, Johnny Millar, X.
Advertising campaigns: Canal+ The Bear and Evian
Baby & me / BETC, EDF Les économies d’énergie
(Energy savings) / Havas Worldwide Paris,
Citroën – DS3 Le défilé (The parade) / Les Gaulois.
44
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
A N N U A L F I N A N C I A L R E P O R T
46
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CONTENTS
1. Persons responsible 48
2. Names of the Statutory Auditors 48
3. Selected fi nancial information 49
4. Risk factors 50
Risk analysis, risk specifi c to activities, legal risks, insurance
5. Information about the issuer 55
History and changes in the company 55
Investments (fi nancial, industrial, in progress and fi rm investment commitments) 58
6. Business overview 60
7. Details of shareholding of Group listed companies 66
Description, main subsidiaries
8. Property, plant and equipment 67
Signifi cant property
9. Financial and operating income review 68
10. Liquidity and capital resources 69
11. Research and development, patents and licenses 70
12. Trend information 71
13. Profi t forecasts or estimates 72
14. Governing and senior management bodies 72
Information on governing and management bodies
15. Executive compensation and benefi ts 88
16. Functioning of the Board and management 93
Terms of o< ce of directors, Audit Committee, corporate governance regime
and organization of the Board’s work
17. The Bolloré Group’s corporate social responsibility 95
18. Major shareholders 122
Information on shareholder base at December 31, 2013,
voting rights, issuer’s control and agreement that may result in exchange of control
19. Related-party transactions 123
47
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CONTENTS
20. Financial information concerning the issuer’s assets and liabilities, fi nancial position,
and operating income 123
Information incorporated by reference 123
Pro forma fi nancial information 123
Consolidated fi nancial statements at December 31, 2013 125
Separate fi nancial statements at December 31, 2013 205
Dividend distribution policy 224
21. Additional information 227
Information on capital, incorporating instruments and articles of association
22. Material contracts 233
23. Information provided by third parties, statements by experts
and declarations of interest 233
24. Documents on display 233
25. Information on shareholdings 233
Appendix 235
Tables of correspondence between the management report and the Bolloré registration document 236
Cross-reference table between the registration document and the annual fi nancial report 237
Cross-reference table 238
Chairman’s report on the composition of the Board of Directors and the conditions for the preparation and organization of its work, and on the internal control and risk management procedures implemented by the company 240
Statutory Auditors’ report, prepared in accordance with article L. 225-235 of the French company law (Code de commerce) on the report prepared by the Chairman of the Board of Directors of the company 248
Special report by the Statutory Auditors on regulated agreements and commitments 249
Agenda of the Ordinary General Meeting of June 5, 2014 252
Presentation of resolutions to the Ordinary General Meeting 252
Resolutions presented to the Ordinary General Meeting of June 5, 2014 254
Report by the Board of Directors to the Extraordinary General Meeting of June 5, 2014 256
Agenda of the Extraordinary General Meeting of June 5, 2014 257
Presentation of resolutions to the Extraordinary General Meeting 257
Resolutions presented to the Extraordinary General Meeting of June 5, 2014 258
48 2. NAMES OF STATUTORY AUDITORS
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
1. PERSONS RESPONSIBLE
OFFICER RESPONSIBLE FOR THE REGISTRATION DOCUMENT
Vincent Bolloré, Chairman and Chief Executive O$ cer.
CERTIFICATION GIVEN BY THE OFFICER RESPONSIBLE FOR THE REGISTRATION DOCUMENT
“To the best of my knowledge and having taken all reasonable measures for such purpose, I certify that the information contained herein gives a true and fair view of the facts and that no material information has been omitted.
I certify, to the best of my knowledge, that the fi nancial statements have been prepared in accordance with applicable accounting standards and are a true representation of the assets, the fi nancial position and the income of the company and all of the companies in the Group, and that the management report, contained in this registration document, as stated on page 236 of the annex, is a true representation of the development of the business, the income and the fi nancial position of the company and all of the companies in the Group and a description of the main risks and uncertainties facing them. I have obtained from the Statutory Auditors a completion letter (lettre de fi n de travaux) in which they state that they have verifi ed the information concerning the fi nancial position and accounts herein, and have carried out a review of the entire registration document.
The historical fi nancial information presented in this document is included in the Statutory Auditors’ reports provided on pages 204 and 223 for the year ended December 31, 2013, and incorporated by reference for the years ended December 31, 2012 and December 31, 2011.
The report on the consolidated fi nancial statements at December 31, 2013, appearing on page 204 of this registration document, draws attention to note 3 – “comparability of fi nancial statements”- of the Notes to the fi nancial statements, relating to the early application of IFRS 10 “Consolidated financial statements” and IFRS 11 “Joint arrangements”, as well as the changes to the presentation of the income statement further to the application of these standards.
The report on the consolidated fi nancial statements at December 31, 2012, included by reference in this document and appearing on page 217 of the 2012 registration document, draws attention to note 3 – “Comparability of fi nancial statements” – of the notes to the fi nancial statements, which sets out the change in accounting method for employee benefi t obligations.
April 30, 2014 Vincent Bolloré
2. NAMES OF STATUTORY AUDITORS
PRINCIPAL STATUTORY AUDITORS
Constantin Associés 185, avenue Charles-de-Gaulle 92200 Neuilly-sur-Seine
Represented by Jean-Paul Séguret
First appointment: Extraordinary General Meeting of June 28, 1990. Renewed: Ordinary General Meeting of June 12, 1996, June 6, 2002, and June 5, 2008. Term of o$ ce expiring at the end of the Meeting approving the fi nancial statements for the year ended December 31, 2013.
AEG Finances – Audit Expertise Gestion 100, rue de Courcelles 75017 Paris
Represented by Jean-François Baloteaud
First appointment: Ordinary General Meeting of June 5, 2007. Renewed: Ordinary General Meeting of June 5, 2013. Term of o$ ce expiring at the end of the General Meeting approving the fi nancial statements for the year ended December 31, 2018.
ALTERNATE STATUTORY AUDITORS
Benoît Pimont 185, avenue Charles-de-Gaulle 92200 Neuilly-sur-Seine
First appointment: Ordinary General Meeting of June 5, 2008. Term of o$ ce expiring at the end of the General Meeting approving the fi nancial statements for the year ended December 31, 2013.
Institut de gestion et d’expertise comptable – IGEC 3, rue Léon-Jost 75017 Paris
First appointment: Ordinary General Meeting of June 5, 2013. Term of o$ ce expiring at the end of the Meeting approving the fi nancial statements for the year ended December 31, 2018.
49 3. SELECTED FINANCIAL INFORMATION
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
3. SELECTED FINANCIAL INFORMATION
INCOME STATEMENT
(in millions of euros) 2013 2012(1)
restated 2012
published 2011
Turnover 10,848 10,109 10,186 8,491
Share in net income from operating companies accounted for using the equity method 19 73 – –
Operating income 606 465 407 292
Financial income 30 525 523 146
Share in net income of non-operating companies accounted for by the equity method 21 (10) – –
Share in net income of associates – – 53 51
Taxes (211) (176) (179) (111)
Net income from discontinued operations 5 8
TOTAL NET INCOME 450 813 804 378
of which Group’s share 270 669 669 321
(1) Presentation of the fi nancial statements takes into account, for 2012 and 2013, the e! ects of the early adoption in 2013 of IFRS 10 (Consolidated fi nancial statements) and IFRS 11 (Joint arrangements), as well as the application of IFRS 5 (Non-current assets held for sale and discontinued operations), due to the proposed sale of SAFACAM to the Socfi n Group, and the reclassifi cation under operating income of operating income from companies accounted for at equity. The restated results also include the change in accounting method for employee benefi t obligations.
OPERATING INCOME BY SEGMENT
(per business segment, in millions of euros) 2013 2012(1) 2012
published 2011
Transportation and logistics(2) 541 496 490 414
Oil logistics 39 39 39 28
Communications (Havas, media, telecoms) 194 118 57 (45)
Electricity storage and solutions (126) (168) (168) (100)
Other (agricultural assets, holdings) (43) (21) (11) (5)
OPERATING INCOME 606 465 407 292
(1) Presentation of the fi nancial statements takes into account, for 2012 and 2013, the e! ects of the early adoption in 2013 of IFRS 10 (Consolidated fi nancial statements) and IFRS 11 (Joint arrangements), as well as the application of IFRS 5 (Non-current assets held for sale and discontinued operations), due to the proposed sale of SAFACAM to the Socfi n Group, and the reclassifi cation under operating income of operating income from companies accounted for at equity. The restated results also include the change in accounting method for employee benefi t obligations.
(2) Before trademark fees.
50 4. RISK FACTORS
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
BALANCE SHEET
(in millions of euros) 12/31/2013 12/31/2012(1) 12/31/2012 published 12/31/2011
Shareholders’ equity 9,316 7,265 7,260 4,113
Shareholders’ equity, Group share 7,749 5,868 5,874 3,796
Net indebtedness 1,795 1,900 1,915 1,884
Market value of listed shares(4) 2,035(3) 2,061(2) 2,061(2) 1,859
(1) Presentation of the fi nancial statements takes into account, for 2012 and 2013, the e! ects of the early adoption in 2013 of IFRS 10 (Consolidated fi nancial statements) and IFRS 11 (Joint Arrangements), as well as the application of IFRS 5 (Non-current assets held for sale and discontinued operations), due to the proposed sale of Safacam to the Socfi n Group, and the reclassifi cation under operating income of operating income from companies accounted for at equity. The restated results also include the change in accounting method for employee benefi t obligations.
(2) 2,653 million euros including Havas shares; 2,061 million euros excluding Havas shares. (3) Taking into account the impact from fi nancing on Vivendi stock. (4) Excluding Group stock (see page 62).
4. RISK FACTORS
4.1. RISK ANALYSIS
Several factors unique to the Bolloré Group and its strategy, such as the diversifi cation of its activities and its geographical sites, limit the magnitude of risks to which the Group is exposed. In addition, the stability of its share ownership structure enables it to pursue a long-term investment policy guaranteeing its survival despite the fl uctuations of the global markets. The Group takes the view that the market risks associated with the fi nancial crisis in southern Europe have not had any material impact on its fi nancial structure, with the Group having little or no presence in this region apart from its holding in the Italian Mediobanca Group. Information related to this is provided in note 8 – Investments in associates in the notes to the consolidated fi nancial statements (20.3).
MAIN RISKS CONCERNING THE GROUP
The Group has conducted a review of the risks that could have a material adverse e! ect on its activity, fi nancial situation, or results. Only certain fi nancial risks are liable to impact the Group’s overall earnings:
Risk associated with listed shares
The Bolloré Group, which holds an equities portfolio valued at 5,853.2 million euros at December 31, 2013 (see note 9 – Other fi nancial assets in the notes to the consolidated fi nancial statements (20.3) page 155), is exposed to price fluctuations on securities exchanges. The Group’s equity investments in non-consolidated companies are measured at fair value at the end of the accounting period in accordance with IAS 39 “Financial instruments” and are classifi ed as financial assets available for sale (see note 1 – B – Accounting principles and valuation methods in the notes to the consolidated fi nancial statements (20.3)). As far as shares in listed companies are concerned, this fair value is the closing stock-market value.
DISTRIBUTION OF 2013 TURNOVER BY GEOGRAPHIC AREA (in millions of euros)
44% – FRANCE AND FRENCH OVERSEAS DEPARTMENTS AND TERRITORIES – 4,774
21% – AFRICA – 2,301
18% – EUROPE EXCLUDING FRANCE – 1,928
10% – AMERICAS – 1,045
7% – ASIA-PACIFIC – 800
TOTAL: 10,848
BREAKDOWN OF 2013 TURNOVER BY BUSINESS (in millions of euros)
51% – TRANSPORTATION AND LOGISTICS – 5,469
30% – OIL LOGISTICS – 3,288
17% – COMMUNICATIONS – 1,843
2% – ELECTRICITY STORAGE AND SOLUTIONS – 223
NS – OTHER – 25
TOTAL: 10,848
EMPLOYEES BY ACTIVITY AS OF DECEMBER 31, 2013
64% – TRANSPORTATION AND LOGISTICS – 34,251
29% – COMMUNICATIONS – 15,780
4% – ELECTRICITY STORAGE AND SOLUTIONS – 2,037
2% – OIL LOGISTICS – 1,252
1% – OTHER – 288
TOTAL: 53,608
51 4. RISK FACTORS
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
As of December 31, 2013, temporary revaluation of shares available for sale on the consolidated balance sheet determined on the basis of stock-exchange prices amounted to 4,034 million euros before tax, with an o! setting entry in consolidated shareholders’ equity. As of December 31, 2013, a 1% change in the stock-exchange price would have an impact of 49.9 million euros after hedging on assets available for sale and an impact of 49.5 million euros on consolidated shareholders’ equity, including 21.3 million euros relating to revaluation by transparency of the intermediary holding companies with controlling interests. Certain unlisted securities, especially direct or indirect stakes in Omnium Bolloré, Financière V and Sofi bol, intermediary holding companies of the Group (see “Detailed ownership breakdown,” page 66 of the registration document), whose value depends on the valuation of stock. Bolloré and Financière de l’Odet stock are also impacted by fl uctuations in exchange prices (see note 9 – Assets available for sale in the notes to the consolidated fi nancial statements (20.3.)). At December 31, 2013 the remeasured value of these equities was 2,366.3 million euros, for a gross value of 183.9 million euros. The shares of these unlisted companies are not very liquid.
Liquidity risk
The Group’s liquidity risk stems from obligations to repay its debt and from the need for future financing in connection with the development of its various lines of business. To deal with liquidity risk, the Group’s strategy has been to maintain a level of unused credit lines that will allow it to deal at any point with cash requirements. Lines of credit confi rmed, but unused, at December 31, 2013, totaled 1,628 million euros including Havas Group for 513 million euros. Additionally, the Group strives to diversify its sources of fi nancing by using the bond market, the banking market and such organizations as the European Investment Bank. Finally, the portion of debt subject to loan covenants is limited. For this portion of the debt, the Group ensures that the covenants are met and in keeping with the way the Group is managed (see note 10.4 – Financing). The current portion of loans used as at December 31, 2012, includes a 186 million euros draw of commercial paper (of which 50 million euros is for the Havas Group) under a program of up to 800 million euros (including 300 million euros for the Havas Group), and 184.6 million euros of receivables factoring. The balance of lines of credit, drawn on and not drawn on, is repayable as follows:
2014 17%
2015 19%
2016 27%
2017 24%
2018 7%
Beyond 2018 6%
TOTAL 100%
Interest rate risk
Despite a limited amount of indebtedness, the Group is exposed to changes over time in interest rates in the eurozone, primarily on the portion of debt which is at variable rates, as well as to changes in the lending margins of credit institutions. To deal with this risk, senior management decides whether to set up interest rate hedges. Firm hedging (rate swap, FRA) may be used to manage the interest rate risk on the Group’s debt. Note 21 describes the various derivative instruments for hedging the Group’s interest rate risk. At December 31, 2013, taking hedges into account, the fi xed rate for net fi nancial indebtedness amounted to 82% of the total. If rates rise by +1% across the board, the annual impact on fi nancial charges would be –3 million euros after hedging of the debt bearing interest. Cash surpluses are placed in risk-free monetary products.
4.2. RISKS SPECIFIC TO ACTIVITIES
These are risks that can impact an activity or a given geographical area but that are unlikely to impact the Group’s overall fi nancial situation given the diversity of its business areas and geographical locations. In order to list the risks associated with its activities, since 2005 the Group has adopted a risk mapping approach whose main objectives are: • to identify the major risks that could a! ect its divisions’ operations; • to initiate/improve the Group’s processes so as to reduce and/or
eliminate the impact of these risks; • to analyze the adequacy of the Group’s insurance strategy and its
purchasing of capacity and guarantees; • to consider the Group’s options regarding the transferring of risks
to the insurance and reinsurance market, and/or the use of self- insurance;
• to strengthen crisis management and emergency communication procedures.
Once the risk mapping completed, the Group decided to take a long-term approach by installing a software package enabling it to monitor action plans and regularly update risks. The Group is continuing its program of preventative inspections of its sites, particularly in Africa.
MAIN RISKS RESULTING FROM THIS SYSTEMATIC APPROACH
Technological risk (Electricity storage and solutions)
The Group is making sizable investments in new activities such as electricity storage. Even though it is extremely confi dent about the prospects o! ered by these new activities, the Group remains prudent given the technological risk that such investments may present. Accordingly, the e! orts devoted to these developments are at all times measured on the basis of the performance of the traditional activities and in such a way that they do not call into question the Group’s overall equilibrium.
Intellectual property risk
In the context of its industrial activities, the Group is required to use patents (in Electricity storage and solutions). For all the activities concerned, the Group ensures that it is the proprietor of all the patents that it exploits and that the new technologies that it has developed are protected.
Climate risk (Oil logistics)
The level of activity of the Energy division can be impacted by climate variations. Harsh climatic conditions can have benefi cial e! ects on the division’s turnover. Conversely, more clement conditions can lead to lost earnings. The e! ect of climate variations on the division’s level of activity, however, cannot be quantifi ed precisely.
Market risk (Transportation and logistics, Oil logistics)
The freight forwarding and fuel distribution businesses account for more than 81% of the Group’s turnover. The Group mainly acts as an intermediary in these sectors. Its profi tability is exposed only to a limited extent to phenomena such as the decline in global trade or fl uctuations in the prices of oil products. In the event of a decline in global trade which would lead to a fall in prices for its own services, freight forwarding may acquire more advantageous conditions from its suppliers which will have overca- pacity, and thereby maintain its profi tability. Similarly, the Fuel distribution division systematically passes fl uctu- ations in the prices of oil products on to its customers. Its exposure is therefore limited to its stock, which is largely covered by forward purchases and sales of products backed up by physical transactions.
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Political risks (Transportation and logistics)
The Group has a presence in a large number of African countries where it provides a full range of logistics services: freight forwarding by air, sea and land, warehousing and distribution, industrial logistics, port operations, safety and quality control. It manages all adminis- trative and customs procedures for its customers both before and after transportation and ensures that goods reach their final destination. This unrivaled network, made up of companies in the Group that each comprise local players, makes it possible to minimize the risks associated with any country experiencing a major crisis. Furthermore, the Group’s decades-long presence on this continent and its experience make it possible to limit exposure to this risk. Thus the crises that occurred in Republic of Côte d’Ivoire between 2002 and 2007 and in 2011 had a material impact on the results of this country’s subsidiaries but the impact on the Group’s accounts was extremely modest, refl ecting the e! ects of shifts in business away from this crisis-ridden country toward neighboring countries. Finally, all the Group’s African companies are insured by Axa Corporate Solutions (ACS) in respect of any “fi nancial losses” covering political and commercial risks up to 30 million euros for any one claim and 75 million euros a year. The fi nancial losses are also reinsured with Sorebol, the Group’s internal reinsurance company. This valuation is consistent with the Group’s needs and with the risks it took into consideration with its insurers. Such risks may arise from: • confi scation, expropriation, nationalization; • withdrawal of authorization; • non-renewal by granting authorities of their concession or licensing
agreements; • inconvertibility and non-transfer of all fi nancial fl ows, particularly
dividends; • public disorder, malicious action, war, civil war, strike, riot, terrorism.
Risks of non-renewal of concessions (Transportation and logistics Electricity sotrage)
The Group is bound by concession agreements (port terminals, railroads, oil pipelines, Autolib’). Given their number, diversity, duration (most lasting over twenty years) and maturity, the risks associated with these concessions cannot signifi cantly a! ect the Group’s profi t- ability and the continuity of its business. For more details on concessions, see also note 7 to the consolidated fi nancial statements (20.3.).
Risks associated with car sharing (Autolib’, Bluely, Bluecub)
Car-sharing service agreements could present certain risks associated with vandalism, accidents, theft, malfunctions, etc. The fi rst years of operation under the Autolib’ agreement won by the Group in December 2010 and operational since late 2011, are very promising and the risks identifi ed have proven to be only marginal. In addition, in regards to Autolib’, the agreement signed with the mixed syndicate limits the Group’s loss exposure to 60 million euros for the duration of the franchise. The first months of operations have also been promising for the Bluely and Bluecub agreements, which have been in operation since late 2013.
Industrial risks (Transportation/Electricity storage and solutions)
The main industrial risks faced by the Group are as follows: • risk of the stock of supercapacitors and batteries catching fi re:
supercapacitors and lithium metal polymer (LMP®) batteries developed by the Group can, if exposed to very high temperatures, become highly infl ammable. To limit such a risk and avoid chain reactions at storage areas, fi rewalls and automatic sprinkler or gas systems have been installed. In addition, products are regularly tested for infl ammability;
• risk of accidents in the Transportation and logistics sector: in this sector, the Group can be faced with accidents connected with equipment failure or human error. The main measures taken to limit this risk are the creation of a quality, health, safety, and environment (QHSE) management system and continuous staff training in international QHSE rules, particularly on oil and mining projects.
With regard to rail operations, the investment program concerning rolling stock and fi xed installations continues in accordance with the original schedule. A management system based on the provisions of the International Railway Industry Standard (IRIS) began in 2010 and will complement the ISO Quality management system already in place;
• risk associated with warehousing dangerous materials: as an approved warehouse keeper, the Group is responsible for goods that it warehouses on behalf of its customers. As an example, strict rules and specific procedures have been implemented for the storage of cotton and have been approved by the Group’s insurers. Similarly, the same measure has been put in place for Supply chain and Warehousing activities. The transportation of cyanide is carried out in strict compliance with the International Cyanide Management Institute (ICMI) Code. The transportation of other hazardous materials is systematically carried out in accordance with the provisions of the International Maritime Dangerous Goods (IMDG) Code.
All employees involved in these very specifi c operations have been made aware of these various regulations. Specifi c technical instal- lations (buildings and equipment) have been completed on the basis of projects and activities in which the Group is active.
Customer risk
The Bolloré Group has a presence in every continent in the world given its various activities in very diverse sectors. Its numerous customers are therefore companies of di! erent origins operating in very di! erent fi elds, which greatly reduce the overall level of risk. In transportation and logistics (51% of turnover), the customer portfolio is very fragmented. As an example, its largest customer represents around 3% of Group turnover. The stability of this customer base is guaranteed by the fact that the biggest customers – shipping companies – are also freight forwarding suppliers of the Group for comparable amounts. The business is therefore not dependent on any particular customers or sectors. As regards risk management, monthly monitoring is carried out by the Group’s Corporate Treasury, which pools working capital requirements. Controls are also carried out by the main divisions themselves, which have a credit manager. Finally, the Group has frequent recourse to credit insurance. Customer credit risk is analyzed case by case and write-downs are identifi ed on an individual basis taking account of the customer’s situation, the existence or otherwise of credit insurance and payment defaults. Write-downs are not calculated on an overall basis. The aged balance of past due receivables without provisions at the end of the accounting period, the analysis of changes in provisions for trade receivables and the expenditure and income in respect of these receivables are shown in note 11 – Trade and other receivables in the notes to the balance sheet in the consolidated financial statements (20.3.).
Risks associated with raw material prices
The Group’s businesses listed below are sensitive to changes in the following raw material prices: • Fuel (oil); • Plantations (palm oil and rubber); • Batteries (lithium). However, given the diverse nature of its activities, the e! ects of changes in the prices of these raw materials on the Group’s overall income remain limited. The Oil logistics sector is the only one of the Group’s sectors that is directly and signifi cantly a! ected by changes in the price of a barrel of oil; turnover is closely linked to the price of crude oil and correlates fully with the price of refi ned products. At a business sector level, Fuel is the Group’s only sector that is directly and signifi cantly a! ected by changes in the price of a barrel of oil; turnover is closely linked to the price of crude oil and correlates fully with the price of refi ned products. In order to minimize the e! ects of oil risk on income, the Fuel distri- bution division passes on changes in the price of the product to customers and arranges forward purchases and sales of product in respect of physical operations.
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As of December 31, 2013, forward sales of products came to 423.0 million euros and forward purchases came to 378.3 million euros. Open buyer positions on IPE (International Petroleum Exchange) markets came to 60,500 tons at 44.7 million euros. Domestic fuel stocks were fully covered with the exception of a quantity of about 54,500 m3 as at December 31, 2013. In Plantations, the Group has principally a non-controlling interest in the Socfi n group and only operates directly through its SAFACAM subsidiary, and consequently the operating risk is very limited. Moreover, hedging operations (forward purchases or sales of raw materials) are conducted to reduce the raw materials risk. The Batteries business, which is developing lithium metal polymer (LMP®) technology, is dependent on a number of raw materials, including lithium, however does not believe that it is subject to supply-side risk. It has several agreements with suppliers and the quantity of lithium used by the Group is very small in terms of the global market. In addition, the lithium used in the Group’s electric batteries is approximately 95% recyclable.
Risks related to the communications industry
The Havas Group, fully consolidated since September 1, 2012, presents risk factors specifi c to its line of business: • an industry highly sensitive to general and regional economic
conditions and to political instability in some of its markets; • highly competitive industry. The advertising and communication
services industry consists of competitors including both interna- tional companies of signifi cant size and local, smaller-sized agencies, who may cause the loss of present or future clients and impede the growth of Havas and its business;
• contracts that can be terminated quickly and accounts that are periodically thrown open to competition;
• limits on the amount of services that can be o! ered owing to the legal and regulatory restrictions in various countries where Havas operates could a! ect its business activities and put the communi- cations group in an unfavorable competitive position;
• legal risks related to non-compliance with local and/or industry regulations of advertising and consumer products, where the liability incurred by Havas Group entities and clients is signifi cant;
• legal risks related to non-compliance with local and/or industry regulations of media consulting and purchasing advertising space and time;
• risks of infringing upon the rights of third-parties. Entities in the Havas Group have to be sure that they respect intellectual property rights (copyrights, trademarks, etc.) and/or the rights of creative individuals (illustrators, graphic designers, photographers, directors, artists, models, composers, etc.) who work on the products delivered to their clients;
• risks related to the resignation or retirement of Havas executives or employees. Since the success of Havas hinges in large part on the talent and involvement of its executives and employees, should some of them leave the company, it could have a negative impact on operating performance and earnings.
These risk factors are detailed in the registration document published by Havas and available online at www.havas.com.
Social risks
Given the large number of sta! that it employs, the Group can be subject to social movements and strikes. Once again, the diversity of locations and business areas substantially limits exposure to this risk. More detailed information on sta! can be found in point 17.1.3.b.
Environmental hazards (Oil logistics, Electricity storage and solutions, Plantations)
With certain activities like energy distribution, industry, or plantations, the Group can be exposed to environmental hazards. These hazards di! er depending on the activity: • Oil logistics: leaks in the SFDM pipeline. Through its SFDM subsidiary,
the Group operates the 634 km long Donges-Melun-Metz oil pipeline and a storage capacity of 845,000 m3. By its nature, this activity presents risks to the environment if installations leak.
The main measures taken to avoid leaks and limit their impacts on the environment are: − remote operation of motors, pumps and valves 24 hours a day, − continuous remote surveillance, − an arrangement of isolation valves permitting isolation of line segments, − setting up and complying with Seveso procedures;
• Electricity storage and solutions (Plastic films, Batteries and supercapacitors): waste pollution. The Group’s industrial activities produce assorted waste that can represent a risk to the environment. The Group has put in place a policy of selective sorting at source of all waste produced, waste recycling (cardboard, plastic fi lms, wood, batteries, etc.), and treatment of special waste (chemicals, solvents) by specialized companies;
• Plantations: groundwater pollution. In this sector, one of the major risks to the environment concerns pollution of the soil by chemical fertilizers. To limit such damage, the following actions are taken: − using plant waste as an organic fertilizer, − growing nitrogen-fi xing cover plants between the young trees, − limitation of use of plant health products through cultivation practices ensuing from the concept of sustainable agriculture and using fallow land to combat parasites in root systems.
Currency risk
Its international dimensions also make the Group subject to currency risk. This risk is not, however, regarded as signifi cant on account of the overwhelming share of business conducted in the eurozone and CFA zone (66% of Group turnover). The distribution of turnover (54% in the eurozone, 12% in the CFA zone, 7% in US dollars, 4% in Swiss francs, 3% in pounds sterling, 20% in other currencies) and the fact that a large proportion of operating expenditure is in local currencies limit the Group’s exposure to operational exchange rate risk. The Group is reducing its exposure to exchange rate risk further by hedging its main operations in currencies other than the euro and the CFA. Exchange rate risk is managed centrally at Group level, in France and in Europe (excluding Havas Group): each of the divisions having fl ows in currencies with respect to external third parties (export/sales or import/purchases) of more than 150,000 euros in the course of the year opens an account for each currency. To keep the exchange risk down, it is each management section’s duty to arrange a hedge at the end of each month for the forecast balance of the next month’s sale/purchases, to expire thirty or sixty days from the month’s end, as required. The foreign currency cash department calculates the net sales positions and is covered by the banks by means of a fi rm transaction (forward purchase or sale). In addition to these sliding three-month transactions (end of month procedure), other coverage may be taken on an occasional basis for a market. Intragroup flows are subject to monthly netting which makes it possible to limit fl ows exchanged and hedge residual exchange rate risks. As for Bolloré Énergie, it covers its positions directly in the market each day. On December 31, 2013, its US dollar hedge portfolio (in terms of euros equivalent) comprised forward sales of 44.5 million euros and forward purchases of 5.4 million euros, a net sales position of 39.1 million euros. The Group’s total annual net exchange rate losses and gains associated with operational flows in currencies in 2013 was –3.3 million euros, in other words 0.5% of operating income for the year (up –0.8 million euros in 2012, i.e. 0.2% of operating income for the year); the Group’s operating income is not exposed to any signifi cant exchange rate risk.
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4.3. LEGAL RISKS
RISKS ASSOCIATED WITH REGULATIONS AND CHANGES THEREIN
In carrying out its activities, the Group is not subject to any legislation or regulations that might give rise to any specifi c risks.
RISKS ASSOCIATED WITH LEGAL PROCEEDINGS
The activities of the Group’s companies are not subject to any specifi c dependency.
Kariba litigation
A collision occurred on December 14, 2002 between the MV/Kariba, belonging to OTAL Investments Limited, and the MV/Tricolor. Proceedings are still ongoing. Damages resulting from this accident, which are assessed at several tens of millions of euros, are covered by our insurance policies.
Copigraph litigation
On December 20, 2001, the European Commission fi ned Bolloré (the company which was merged into our company in 2006) for 22.7 million euros for participating in a cartel in the carbonless paper market from 1992 to 1995 through its subsidiary, Copigraph SA. Copigraph was sold in November 1998 to Arjo Wiggins Appleton. Bolloré appealed against this decision on April 11, 2002, before the Luxembourg Court of First Instance. The appeal was dismissed by a judgment dated April 26, 2007. Bolloré appealed against this judgment on July 11, 2007 before the Court of Justice of the European Communities, in particular for breach of its rights of defense, breach of the principle of the presumption of innocence and misrepresentation of the evidence. The Court of Justice of the European Communities was of the opinion that the Court of First Instance had made a legal error in drawing no legal consequence from its decision that the rights of defense of Bolloré had not been met and, by judgment of September 3, 2009, annulled the initial decision of the Commission in relation to Bolloré SA. Following this annulment, the Commission, on December 16, 2009, sent a new statement of complaint to Bolloré. Despite the observations made by Bolloré, on June 23, 2010, the European Commission decided to reinstate its initial decision and reduced the fi ne, ordering Bolloré to pay 21.26 million euros. On September 3, 2010, Bolloré fi led an appeal before the European Union General Court against the reinstated decision in order, principally, to have this decision annulled and, as an alternative, to have the fi ne substantially reduced. In a decision handed down on June 27, 2012, the European Union General Court rejected Bolloré’s appeal. Bolloré has decided to appeal against this judgment to the Court of Justice of the European Communities and the Court should shortly render its decision.
Class action against SDV Logistique Internationale
In November 2009, the company SDV Logistique Internationale received a summons to appear before the Federal Court of the Eastern District of New York (United States) in a class action against some 60 forwarding agents for alleged price-fixing of services provided. On July 30, 2013, SDV Logistique Internationale, while strongly denying the plainti! s’ allegations, entered into a settlement with them to avoid paying costly lawyers’ fees. As part of this settlement, SDV Logistique Internationale mainly transferred to the plainti! s 75% of the rights that SDV Logistique Internationale held itself as a plainti! in the class action (in re Air Cargo Shipping Services Antitrust Litigation). This settlement agreement is subject to validation by the Federal Court of the Eastern District of New York.
Petition demanding the cancellation of the Autolib’ service delegation agreement
On May 11, 2011, Ulpro and Ada each fi led a summary petition with the Paris Administrative Court to repeal the decision by the Chairman of the Autolib’ mixed syndicate on February 25, 2011, to sign the public service delegation agreement drawn up by the aforementioned syndicate and Autolib’ relating to the setting up, management and maintenance of a self-service car system and an electric vehicle recharging infrastructure. On May 24, 2011, Autolib’ was made an addressee of the aforemen- tioned petition in its capacity as provider of the aforementioned public service delegation agreement and, together with the Autolib’ mixed syndicate, completely rejected the appeal. By the decisions of March 1, 2012, the Paris Administrative Court rejected the petitions by Ulpro and Ada. Ulpro and Ada have appealed against these decisions before the Paris Administrative Court of Appeal and proceedings are currently under way.
Lawsuit brought by Getma International and NCT Necotrans against Bolloré and Bolloré Africa Logistics within the context of the granting of the Conakry port concession
On October 3, 2011, Getma International and NCT Necotrans issued a summons to Bolloré and Bolloré Africa Logistics to appear before the Nanterre Commercial Court for the purposes of holding them jointly and severally liable and issuing them with an order to pay a total of 100,067,121 euros in damages, and 200,000 euros pursuant to article 700 of the French Code of Civil Procedure. Getma International and NCT Necotrans alleged that Bolloré and Bolloré Africa Logistics had caused them injury through acts of unfair competition and complicity in the violation by the Guinean government of its contractual obligations, which Bolloré Africa Logistics and Bolloré fi rmly deny. In a decision handed down on October 10, 2013, the Commercial Court dismissed the main claims by Getma International and NCT Necotrans, however it considered that the new recipient of the Conakry Terminal concession would have benefi ted from investments carried out by its predecessor, Getma International, and ordered Bolloré to pay Getma International and NCT Necotrans a sum of 2.1 million euros. Getma International and NCT Necotrans appealed this decision.
Formal notice to Bolloré Telecom relating to the deployment of the WiMax network
On November 23, 2011, Bolloré Telecom was notifi ed by the Legal A! airs Director of the French telecommunications regulator Arcep (Autorité de régulation des communications électriques et des postes) of the decision by the CEO of Arcep of November 21, 2011, to issue a formal notice to Bolloré Telecom to comply with the following: (i) by June 30, 2012, the obligation to use the frequencies allocated
to them within each of its departments to which the following decisions apply: no. 2006-0727, 2006-0728, 2006-0729, 2006-0730, 2006-0731, 2006-0732, 2006-0733, 2006-0734, 2006-0735, 2006-0736, 2006-0737 and 2006-078 of July 25, 2006, no. 2008-0931, 2008-0932, 2008-0933, 2008-0934, 2008-0935, 2008-0936, 2008-0937, 2008-0938 of September 4, 2008, and no. 2010-0360 and 2010-0362 of April 25, 2010 (the “Decisions”); and
(ii) the provisions relating to the territorial scope of deployment set forth in the specifi cations annexed to the Decisions, in accordance with the following schedule:
− by June 30, 2012: deployment of a number of sites at least equal to half the number that the company committed itself to deploying by June 30, 2008, − by December 31, 2012: deployment of a number of sites at least equal to the number that the company committed itself to deploying by June 30, 2009, − by June 30, 2015: deployment of a number of sites at least equal to the number that the company committed itself to deploying by December 31, 2010.
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On January 20, 2012, Bolloré Telecom fi led a summary petition before the Council of State aimed at quashing both the decision by the CEO of Arcep of November 21, 2011, to issue a formal notice to Bolloré Telecom, and Arcep’s decision no. 2011-1365 of November 22, 2011, which made this formal notice to Bolloré Telecom’s CEO public. By decision no. 2012-1314 of November 22, 2012 (available on the website www.arcep.fr), Arcep took note of the undertakings to deploy and return frequencies and the abrogation requests made by Bolloré Telecom and particularly in view of these undertakings decided that there were no grounds for sanctioning Bolloré Telecom for the breaches at the fi rst due date of June 30, 2012, as defi ned by articles 1 and 2 of the formal warning decision of the CEO of Arcep of November 21, 2011. As a result of this decision, Bolloré Telecom dropped its petition to the Council of State.
Litigation with former executives or employees
Litigation with Alain Cayzac Procedure relating to the cancellation of employment contract of Alain Cayzac, who considered that the conditions for exercising his conscience clause had been met. Havas for its part, had taken the view that it had been a case of resignation and had not paid him the compensation claimed. Alain Cayzac referred the matter to the Nanterre employment tribunal. Under the terms of a decision of September 7, 2012, the Nanterre employment tribunal: • recognized the validity of the conscience clause and ordered Havas
SA to pay Alain Cayzac the compensation claimed in this respect; • considered that it was not dismissal without real or serious grounds
and dismissed Alain Cayzac’s claims in this respect; • ordered Havas SA to pay Alain Cayzac’s variable remuneration for
2005. The company and Alain Cayzac appealed against this judgment. The case is currently pending before the Court of Appeals of Versailles.
In the normal course of their activities, Bolloré and its subsidiaries are party to a number of judicial, administrative, or arbitrational proceedings. The potential costs of these proceedings are the subject of provisions insofar as they are probable and quantifiable. The provisioned amounts are subject to a case by case risk assessment. There are no other governmental, judicial or arbitrational proceedings, of which the company is aware, which are pending or being threatened and are likely to have, or have had over the course of the last twelve months, a signifi cant e! ect on the fi nancial position or profi tability of the company and/or the Group.
4.4. INSURANCE – COVERAGE OF THE RISKS WHICH THE COMPANY MAY ENCOUNTER
The Group’s insurance strategy is primarily aimed at enabling the activities of its various companies to continue in the event of any incident, the strategy being based on: • internal prevention and protection procedures; • the transfer of risks to the insurance and reinsurance market through
international insurance programs, regardless of the branch of activity and/or the geographic zone.
The Group is covered in all its areas of activity against the consequences of such events as are liable to a! ect its industrial, storage, rail or port terminal installations. The Group also has civil liability coverage for all its land, sea and air activities, as well as coverage for its operational risks.
INDUSTRIAL RISKS
The operating sites for the Group’s industrial activities as well as the storage/warehousing sites are guaranteed by property insurance programs up to the amount of the estimated value of the insured goods. The Group’s industrial companies are covered for “operating losses” for 100% of their annual gross margin.
CIVIL LIABILITY RISKS
The Group is required to subscribe to a set of civil liability policies given its various activities and its exposure to various risks. The civil liability that may be incurred by any company in the Group due to its activities, in particular general civil liability, civil liability due to products and the forwarding agent/freight agent/packer’s civil liability, is insured in all areas where these activities are carried out: • by type of activity, since each division in the Group benefi ts from,
and subscribes to, its own coverage; • by an excess insurance capacity that covers all the companies in
the Group and in case of any insu$ ciency in the above policies. The Group also has an “Environmental Damage” civil liability policy. Insurance policies are taken out with leading international insurers and reinsurers, and the maximum coverage in e! ect corresponds to that of the market and to the Group’s risk exposure.
5. INFORMATION ABOUT THE ISSUER
5.1. HISTORY AND DEVELOPMENT OF THE COMPANY
5.1.1. COMPANY NAME
“Bolloré”.
5.1.2. PLACE OF REGISTRATION AND REGISTRATION NUMBER
RCS (Register of Commerce and Companies) in Quimper, Registration no. 055 804 124.
5.1.3. INCORPORATION AND DURATION
The company was incorporated on August 3, 1926 for a period expiring on August 2, 2025.
5.1.4. REGISTERED OFFICE, LEGAL FORM, LEGISLATION GOVERNING ITS ACTIVITY, AND ADDRESS AND TELEPHONE NUMBER
Bolloré is a limited company (société anonyme) with a Board of Directors whose registered office is located at Odet, 29500 Ergué-Gabéric in France. The company is subject to the provisions of French law and its country of origin is France. The administrative headquarters of the company are at 31-32, quai de Dion-Bouton, 92811 Puteaux Cedex, France (tel.: +33 (0)1 46 96 44 33).
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5.1.5. SIGNIFICANT EVENTS IN THE ISSUER’S DEVELOPMENT
Founded in Brittany in 1822, the family business specializing in the manufacture of fi ne paper was taken over by Vincent Bolloré at the beginning of the 1980s. Having developed a core area of specialist industries related to plastic fi lm technology and fi ne paper, the Bolloré Group acquired a controlling interest in Sofical in 1986, closely followed by the acquisition of JOB to develop a Tobacco business as well as Scac and then Rhin-Rhône in 1988 to develop a Transport business. • 1991: takeover of Delmas-Vieljeux, followed by the merger by
absorption of Scac by Delmas, which was renamed Scac-Delmas- Vieljeux (SDV).
• 1994: sale by Bolloré of a portion of the Non-woven industrial and disposable products business and of the Tubes and plastic connectors business.
• End 1996: takeover of the Rivaud Group, in which the Bolloré Group had held investments since 1988.
• 1997: takeover of Saga, in which Albatros Investissement had, since 1996, had a 50% stake alongside CMB-Safren.
• 1998: merger by absorption of Scac-Delmas-Vieljeux by Bolloré Technologies, to become “Bolloré”.
• 1999: Albatros Investissement, the leading shareholder in Bolloré, is renamed “Bolloré Investissement”. Bolloré buys the African network AMI and Bolloré Investissement purchases the British shipping line OTAL and its land transport network in Africa.
• 2000: sale of 81% of the cigarette paper business to the American Group Republic Technologies, which handled a large portion of rolling paper distribution in the United States. Acquisition of Seita’s 40% stake in Coralma, a tobacco subsidiary of the Group, 60% of which was already owned through Tobaccor. Granting of the concession for the third largest oil pipeline in France, the Donges- Melun-Metz (DMM) pipeline. Public takeover bid followed by a squeeze-out concerning Mines de Kali Sainte-Thérèse, and public takeover bids on Compagnie des Caoutchoucs de Padang and Compagnie du Cambodge, fi nalized on January 3, 2001.
• 2001: sale of 75% of the tobacco business (Tobaccor), based in Africa and Asia, to the British Group Imperial Tobacco. Sale of the 30.6% stake in Rue Impériale de Lyon. Takeover by Bolloré Énergie of a stake in the business of BP’s oil logistics subsidiary in France. Acquisition by Delmas, Bolloré’s shipping subsidiary, of 80% of the Italian fi rm Linea-Setramar.
• 2002: acquisition by IER of the specialist access control firm Automatic Systems. Sale to Imperial Tobacco of a further 12.5% stake in Tobaccor. Merger by absorption of Compagnie du Cambodge of Société Financière des Terres Rouges and Compagnie des Caoutchoucs de Padang. Bolloré Énergie takes over part of Shell’s oil logistics business in France. Acquisition by SDV of the freight forwarding business of the German Group Geis, with an important transport network in Asia. Merger of six companies in the freight forwarding business, resulting in the creation of SDV Logistique Internationale. Acquisition of equity stake in Vallourec.
• 2003: sale of the remaining interest in Tobaccor (12.5% payable at the end of 2005). Purchase of Consortium de Réalisation’s (CDR’s) 40.83% holding in Compagnie des Glénans. Start of operations of the factory purchased in the Vosges region of France by the Paper division. The Group’s holding in Vallourec rises above the 20% threshold (voting stock).
• 2004: sale of the Malaysian plantations. Acquisition of a 20% stake in Havas. Development of the Bluecar®, a prototype electric vehicle that runs solely on Batscap batteries.
• 2005: launch of Direct 8, the digital terrestrial television (DTT) station developed by the Group. Bluecar® presented at the Geneva Motor Show. Acquisition of Air Link, India’s third largest freight operator. Acquisition of a 25% stake in Aegis. Sale of 7.5% of Vallourec’s capital stock.
• 2006: sale of the shipping business (Delmas). Launch of Direct Soir, the fi rst free daily evening newspaper. Awarding of 12 regional WiMax licenses. New series of Bluecar® prototypes delivered. Sale of 10.2% of holding in Vallourec. Squeeze-out of non-controlling interests in Socfi n. Public takeover bid on Bolloré and merger of Bolloré and Bolloré Investissement. Change of name from “Bolloré Investissement” to “Bolloré”.
• 2007: acquisitions of JE-Bernard, one of the leading logistics and freight forwarding Groups in Britain, and Pro-Service, an American logistics company specializing in the aeronautics and space industry. Acquisition of assets in Avestor in Canada. Partnership with Pininfarina for the manufacture and sale of an electric car.
• Launch of the free daily newspaper, Direct Matin Plus. Start of testing of pilot equipment intended for WiMax. Sale of 3.5% of equity share in Vallourec and strengthened position in Havas and Aegis. Public takeover bid on Nord-Sumatra Investissements followed by a squeeze-out.
• 2008: sale of 3.6% of Vallourec. Creation of two joint ventures for the development of electric vehicles (Pininfarina for the Bluecar® and Gruau for the Microbus). Awarding of an additional eight WiMax licenses obtained. Acquisition of White Horse, a leading road haulage fi rm in the Copper Belt corridor, and SAEL, the fi fth largest freight chartering fi rm in South Africa. Acquisition of 60% of the capital of the CSA Group, 40% of which had already been held by the Bolloré Group since 2006. Increase of holding in Vallourec to 2.9% on December 31, 2008.
• 2009: winning of the concession for the Cotonou container terminal in Benin and start of operations at the Pointe-Noire port terminal in Congo. Sale of the Papers business to the American Group Republic Technologies International. Start of operations at the two electric battery factories in Brittany and Canada and market launch of supercapacitors. Strengthening of holding in Vallourec to 5.2% as at December 31, 2009.
• 2010: obtaining of port concessions in Africa (Freetown in Sierra Leone, Lome in Togo, etc.). Acquisition of the digital terrestrial TV station Virgin 17, renamed “Direct Star”. Winning of the Autolib’ contract for the self-service hire of electric Bluecar® vehicles in the Paris region. Reclassifi cation of Mediobanca and Generali holdings in Bolloré. Delisting of the company Saga.
• 2011: acquisition of a 49% equity share in LCN (Les Combustibles de Normandie) with a view to securing 100% control in time. Beginning of construction of a new lithium metal polymer (LMP®) batteries factory in Brittany. Sale of 3.5% of holding in Vallourec. Agreement to sell the free channels Direct 8 and Direct Star to the Canal+ Group in exchange for Vivendi shares. Acquisition of 1.1% holding in Vivendi. Acquisition of equity stake in Vivendi. Winning of the concession for the management of the port of Moroni in the Comoros Islands. Launch of Autolib’ service. Successful first bond issue for 350 million euros due in fi ve years.
• 2012: sale of the Direct 8 and Direct Star channels to the Canal+ Group, against a 1.7% holding in Vivendi’s capital. Acquisition of additional 2.2% holding in Vivendi, bringing the interest to 5%. Following the sale of 20% of Aegis to Dentsu, the balance of its holding (6.4%) will be contributed to the bid launched by Dentsu. Following the public share buyback offer made by Havas, the Bolloré Group’s holding in Havas was raised from 32.8% to 37.05% and to 36.9% by the end of 2012.
• 2013: winning of the management of the petroleum port of Pemba in Mozambique, the second Container Terminal of Abidjan, Republic of Côte d’Ivoire and the Dakar roro Terminal in Senegal. Fuel distri- bution division’s acquisition of PMF – Petroplus-Marketing France. Delisting of Plantations des Terres Rouges of which the Groupe Bolloré now holds 100%. Initial Public Offering (IPO) of Blue Solutions on the NYSE Euronext Paris market on October 30, 2013. Launch of Bluely car-sharing services (Lyon-Villeurbanne) and Bluecub (Bordeaux). Disposal of the remaining 6.4% held in Aegis, at the beginning of 2013.
57 5. INFORMATION ABOUT THE ISSUER
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CHANGES IN THE SHARE PRICE Monthly average (in euros)
0
40
80
120
160
200
240
280
320
360
400
440
480
201420132012201120102009200820072006200520042003
Bolloré SBF 120 indexed
+54%
+18%
Performance over 1 year
x10
+57%
Performance over 10 years
EIGHTEEN MONTHS BOLLORÉ SHARE PRICE PERFORMANCE
Average price (in euros)
Highest price (in euros)
Lowest price (in euros) Shares traded
Capital traded (in thousands of euros)
September 2012 200.17 204.60 185.20 116,343 23,098
October 2012 214.36 229.70 200.30 91,349 19,691
November 2012 257.21 274.25 229.10 133,948 34,594
December 2012 263.12 272.00 253.20 97,811 25,799
January 2013 269.00 274.25 258.45 96,378 25,894
February 2013 282.32 318.45 261.15 124,405 35,863
March 2013 299.45 315.50 290.00 97,730 29,387
April 2013 296.00 324.95 286.05 110,314 33,632
May 2013 324.50 343.05 302.00 142,148 46,161
June 2013 327.15 348.30 302.25 159,730 52,272
July 2013 337.27 360.50 310.85 138,157 46,361
August 2013 348.01 368.30 331.00 127,899 44,582
September 2013 379.75 417.00 336.00 207,942 79,427
October 2013 390.52 408.25 377.00 208,798 81,599
November 2013 399.61 437.40 380.00 231,088 93,539
December 2013 404.97 428.00 380.05 158,386 63,519
January 2014 411.57 432.00 384.55 152,317 62,500
February 2014 428.74 447.00 393.00 122,605 52,292
58 5. INFORMATION ABOUT THE ISSUER
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5.2. INVESTMENTS
5.2.1. INVESTMENTS MADE DURING THE PERIODS SHOWN
(in millions of euros) 2013 2012
restated 2011
published
Financial investments (50) (290) 40
Industrial investments 514 517 381
Total investments (net of disposals) 464 227 421
5.2.1.1. Financial investments
(in millions of euros) 2013 2012
restated 2011
published
FINANCIAL INVESTMENTS (NET OF DISPOSALS) (50) (290) 40
2013 was marked by the disposal of the remaining stake in Aegis for an amount of 212 million euros and the disposal of 9% of Blue Solutions’ capital stock in connection with the initial public o! ering on NYSE Euronext fi rst market in Paris on October 30, 2013. The Group also carried out several acquisitions over the period. In the context of a public takeover bid concerning Plantations des Terres Rouges (PTR), together with an exchange o! er, Bolloré acquired 10,779 Plantations des Terres Rouges shares in July 2013 for 22 million euros, and issued 203,952 Bolloré shares in exchange of 29,136 Plantations des Terres Rouges shares. After this transaction, Bolloré wholly owns Plantations des Terres Rouges. In the Communications sector, the Group acquired additional holdings in Havas for an amount of 34 million euros. In November 2013, the Oil logistics division was also strengthened following the acquisition of Petroplus Marketing France (PMF), a subsidiary of the Swiss group Petroplus specializing in the production of refined products at Petit-Couronne near Rouen. PMF has signifi cant holdings in three depots (20% of the GPSPC depot in Tours, 16% of the EP depot in Valenciennes and 14% of the depot in Mulhouse) and also owns 33.33% of Ra$ nerie du Midi (storage company) as well as 5.5% of Trapil (Société des Transports Pétroliers par Pipeline). The division also increased its storage capacities following acquisitions in the Swiss oil depots of Tar and Oberbipp. The Group continued to expand its network in freight forwarding, acquiring 51% of Safcomar’s capital stock in Switzerland. In Germany, the Group now holds 75% of the company SDV GEIS after an additional acquisition of 25% of capital stock at the end of 2013. In stevedoring the Group acquired 49% of ABG Container Handling Limited, which wholly owns the company in charge of operating the Tuticorin container terminal (India). In the Havas scope of consolidation, acquisitions of shares totaled 15 million euros. Finally, the Group acquired additional stock in Vivendi and currently holds 5.05% of the capital. The 2012 fi nancial year saw the Bolloré Group acquire an increased interest in Vivendi. The purchases of stock for 409.6 million euros and the stock received in exchange from the sale of the Direct 8 and Direct Star channels to Canal+ (351 million euros) meant that the interest in Vivendi crossed the 5% capital threshold. In 2012, the Bolloré Group also acquired stock in Financière de l’Odet (196.7 million euros) under an exchange of 9% of Financière de l’Odet against 5% of Bolloré. It also sold non-Group treasury shares for 99.1 million euros. In freight forwarding, the Group acquired 80% of the Italian company Getco and its Spanish subsidiary Getforward, which specialize in maritime transit to the French overseas departments and territories and the Middle East. The Group bought additional stock in Mediobanca for 4.4 million euros, raising its holding in the Italian bank to 6%. In Plantations, following the voluntary buyback o! er followed by a squeeze-out launched on the capital of SAFA by Compagnie du Cambodge, the Group acquired 12% of the capital for 5.6 million euros and now holds 100% of the company. In the Havas scope of consol- idation, acquisitions totaled 15.1 million euros. Loans granted (72.9 million euros) also contributed to the increase in fi nancial investments made during the period.
As regards disposals of long-term investments, the period saw the sale of 20% of the capital in Aegis for 705.8 million euros to the Japanese Dentsu group and the disposal of the Television division of the Canal+ group in exchange for 22.4 million shares in Vivendi (1.7% of the capital). The 2011 fi nancial year saw the disposal of Vallourec stock in the amount of 275 million euros, i.e. 3.5% of the capital, reducing the holding to 1.69%, and the acquisition of listed stock for 258 million euros, including 210 million euros of Vivendi stock, i.e. 1.09% of the capital, 39 million euros of additional Mediobanca stock, raising the capital held to 5.88%, and Bigben Interactive stock in the amount of 6 million euros, raising the holding to 15%. In 2011, the Group also acquired 49% of the share capital of LCN (Les Combustibles de Normandie) with a view to securing 100% control in time, an additional 50% in VEPB (Véhicules Électriques Pininfarina-Bolloré), 100% of the research and survey company Direct Panel, 51% of The Web Family company, which runs the website www.jeanmarc- morandini.com, an additional 17% of the share capital of Sogeco (the Mauritanian transportation company) enabling joint control of 50% and part of the FAST freight network with 51% of securities in FAST France, 100% of securities in FAST Italia and a shareholding in the Lebanese companies FAST Overseas Holding and FAST Mondial et Marine. In addition, the Group acquired non-controlling interests in Gruau Microbus (acquisition of an additional 19.9% bringing the share capital owned to 100%) and Financière d’Afrique australe (acquisition of an additional 24.1% bringing the share capital owned to 75.1%).
5.2.1.2. Industrial investments
(in millions of euros) 2013 2012
restated 2011
published
Transportation and logistics 233 280 230
Oil logistics 11 (1) 14
Electricity storage solutions 88 170 106
Communications 75 23 13
Other 107 44 18
INDUSTRIAL INVESTMENTS (NET OF DISPOSALS) 514 517 381
In 2013, industrial investments were mainly stable compared with 2012. The amounts invested were signifi cantly di! erent from one sector to another. Investments in transportation decreased by 17% after the high level of investment in African concessions in 2012 and the acquisition of a warehouse in Singapore completed by Bolloré Logistics. In 2013, investments primarily concerned port terminals in Africa (Togo Terminal, Congo Terminal, Conakry Terminal, Abidjan Terminal). Investments in Electricity storage were also down after the expansion of Autolib’ and continuing e! orts made by Blue Solutions in increasing its production capacity in 2012. Communications saw signifi cant growth in its investments due to a full-year impact of investments made by Havas in 2013 (Havas being a fully consolidated entity since September 2012). In other activities, investments particularly concerned the acquisition of a building in the Hauts-de-Seine. In 2012, the Group continued to increase its industrial investments. A large proportion was allocated to Transportation and logistics in this sector, investments concerned chiefl y port concessions in Africa (Congo Terminal, Togo Terminal, Abidjan Terminal). Outside Africa, they concerned mainly the acquisition of a warehouse in Singapore. Electricity storage benefi ted from signifi cant investments in 2012, particularly in electric vehicles. The rapid development of Autolib’ was refl ected in the delivery of 1,750 vehicles and the rollout of 760 stations at the end of 2012. Investments in battery factories continued, accounting for 24% of this sector’s investments.
59 5. INFORMATION ABOUT THE ISSUER
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Investments in the Communications sector, which integrated the Havas Group from September 1, 2012, concerned mainly technical installations and acquisitions of licenses and patents. In Oil logistics, the main acquisitions related to work to improve compliance issues at depots, in transportation equipment and industrial facilities. In other activities, acquisitions concerned both investments made by the holding companies and plantations (SAFA Cameroun, American farms and vineyards). In 2011, investments increased signifi cantly compared with 2010. The transportation business benefi ted the most from these investments by receiving 230 million euros, i.e. 60% of Group investments. In this sector, the main investments were made in the stevedoring franchises, most notably the Congo Terminal, the Conakry Terminal, the Tin Can Island container terminal in Nigeria, and the Benin Terminal. Signifi cant investments in the Industry sector were also made in 2011. The Batteries division primarily benefi ted from such investments and expanded the capacity of its manufacturing plants in France and Canada. The Electric vehicles division also benefited from the investments enabling its purchase of a fl eet of Bluecar® electric vehicles to be used under the Autolib’ public service delegation agreement. The Group also made significant investments in equipment and infrastructure for the deployment of the Autolib’ service in the Paris area. Investments in the Fuel distribution sector, which now includes LCN, increased by 23%. The main acquisitions relate to projects relating to compliance issues, transportation equipment and industrial development. In the other businesses, the most signifi cant investments relate to investments in real estate, investments in directly managed plantations and investments in the fi eld of audiovisual production.
5.2.2. CURRENT INVESTMENTS
The main investments planned by the Group over the next year concern the Transportation business line and the Electricity storage business. In Africa, the investments, which are likely to reach around 300 million euros, will focus primarily on development and infrastructure works, as well as acquisitions of lifting gear for the port terminals operated by the Group (in particular in Benin, Togo, Guinea and Congo). In freight forwarding, the investments will mainly focus on real estate projects and IT developments. In Electricity storage and solutions, investments are expected to exceed 200 million euros and will mainly be allocated to electric vehicles. Blue Solutions is expecting to maintain an annual production capacity of 10,000 batteries by the end of 2014 and will continue to invest in its factories located in Brittany and in Canada. Investments will also involve the deployment of new Autolib’ stations and the extension of existing ones, as well as car sharing IT developments and projects in relation to stationary batteries. These investments are financed as part of the Group’s general strategy for investment financing, supported chiefly by the performance of the traditional businesses and their ability to provide a large share of their own investment funding, along with investments made by the Group in future businesses. The Group has undrawn credit facilities, making it possible, if necessary, to supplement internal sources of fi nancing. (See chapter 4. Risk factors – liquidity risk.) In terms of fi nancial investments, in January 2014 the Group acquired 51% of Les Combustibles de Normandie (LCN) group, which is wholly owned since. The Group does not have any visibility on other fi nancial investments that could be made in the year ahead.
5.2.3. PLANNED INVESTMENTS
The Group has made future commitments due in more than one year as part of the operation of the concession agreements detailed in note 7 “Concessions” of the notes to the fi nancial statements. These commitments mainly include contractual liabilities connected with the completion of work to develop the infrastructure of certain rail and port terminals and (particularly in Republic of Côte d’Ivoire, Senegal, Togo, Guinea, Congo and Cameroon) and investments planned by the Group to maintain the performance targets of these concessions. They are staggered over a period of more than twenty-fi ve years and amount to in excess of 700 million euros over the total duration of the contracts (see note 34 – O! -balance sheet contractual commitments of the notes to the fi nancial statements). After the reporting date, the Group signed a concession contract with the city of Indianapolis in the United States conferring exclusive rights to provide a car-sharing service on the sites owned or controlled by the city. In exchange, the recipient of the concession commits to installing 50 stations before June 30, 2016. In the context of its development in electric batteries, the Group considers that it is likely to invest nearly 200 million euros by 2017, mainly focused on the production capacities of its factories. Finally, the Group announced the construction of a factory dedicated to the production of the 100% electric Bluetram tramways equipped with supercapacitors. The fi rst section of the factory located at Ergué-Gabéric in Brittany will be inaugurated at the beginning of 2015 and will represent an investment of 10 million euros with an annual production capacity of 50 Bluetram. The strategy for fi nancing these investments does not di! er from that set out in paragraph 5.2.2. for current investments.
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6. BUSINESS OVERVIEW
6.1. MAIN BUSINESSES
TRANSPORTATION AND LOGISTICS
(in millions of euros) 2013 2012 restated
Turnover 5,469 5,416
Net operating income 541 496
Investments 238 307
Despite a challenging environment marked by a slowdown in global trade, Bolloré Logistics and Bolloré Africa Logistics achieved very good results, with operating income up 9% to 541 million euros, and with turnover growth up 1% to 5,469 million euros.
Bolloré Logistics
Through its various companies (SDV Logistique Internationale, SDV Ltd, Saga France, Nord Sud, etc.), Bolloré Logistics carries out all types of freight-forwarding and logistics business throughout the world, o! ering each of its customers a range of tailor-made services. Present in approximately one hundred countries, it ranks among the top fi ve freight-forwarding and logistics groups in Europe(1). In 2013, Bolloré Logistics’ turnover was slightly down by 1.7%, coming to 2,943 million euros (–1% at constant scope and exchange rates), due to a di$ cult environment marked by a slowdown in global trade, particularly in air cargo and between Asia and Europe. In France, results from freight forwarding fell, primarily due to a decrease in fl ows from Asia. In Europe, Bolloré Logistics delivered good results in Germany, the Netherlands, Italy and Portugal, which benefi ted from recent acquisitions. Results from the Asia-Pacifi c region are slightly up, thanks to robust intra-Asia fl ows, a strong performance of its logistics platforms, including the new warehouse in Singapore dedicated to the luxury and cosmetics industries, which opened in 2012, and to winning large projects in Australia, Thailand and Korea. Business is also growing on the American continent, where Bolloré Logistics has signifi cant presence in oil projects. Additionally, the Group is continuing to develop its network with targeted acquisitions and the opening of new agencies (Getco in Italy, SDV Suisse, Fast in the Middle-East, Saudi Arabia, etc.). The Bolloré Logistics division will continue its investment policy in 2014. These investments will include, in particular, the construction of new installations in Roissy and in Houston, the construction of o$ ces in Nantes, and lastly, continuing IT investments notably in the supply chain area.
Bolloré Africa Logistics
Bolloré Africa Logistics is the leading player in transportation and logistics on this continent, with operations in 46 countries and a workforce of nearly 24,000. It is pursuing a strategy of reinforcing its operations across Africa while strengthening its position on the fl ows of the main emerging markets. Bolloré Africa Logistics had a good year in 2013, with 2,526 million euros in turnover, an increase of 4% (8% at constant scope and exchange rates), and operating income up signifi cantly. This performance is due to sustained business in all regions due to the dynamism of the port terminals, particularly the Abidjan Terminal in the Republic of Côte d’Ivoire, Tin Can-Lagos in Nigeria, Congo Terminal, STCG in Gabon and the Togo Terminal. The 2013 fi nancial year also saw the ramp-up of new terminals such as Freetown in Sierra Leone, Conakry in Guinea and Cotonou in Benin, which signif- icantly contributed to income.
West Africa is also advancing in logistics solutions, supported by activities in the mining and petroleum industries in the Republic of Côte d’Ivoire, Burkina Faso and Senegal. Central Africa delivered excellent performances, with operating income up sharply thanks to the overall increase in imported volumes and good performances recorded by the port terminals, and specif- ically in the Congo, Nigeria, Togo, Benin and Gabon. In addition, income from the rail concession in Cameroon, Camrail, has risen signifi cantly, thanks to the increase in volumes handled. In East and Southern Africa, logistics provision for mining and petroleum projects has brought significant business to Kenya, Uganda, Tanzania, South Africa, Mozambique and the Democratic Republic of the Congo, which are all regions where the Group had already recorded strong growth in 2012. In 2013, the Group was also awarded management of the petroleum port of Pemba in Mozambique, the concession of the second largest container terminal in Abidjan, Republic of Côte d’Ivoire and the ro-ro terminal in Dakar, Senegal, making it the benchmark ro-ro platform in the region. At the same time, Bolloré Africa Logistics is also committed to exporting its expertise outside Africa to countries that have similar problems. As a result, it won the concession, with a local partner, for the container terminal at the port of Tuticorin in India, a country which o! ers a wealth of potential.
OIL LOGISTICS
(in millions of euros) 2013 2012 restated
Turnover 3,288 3,643
Net operating income 39 39
Investments 13 8
Through Bolloré Énergie, the Bolloré Group is the largest independent distributor of domestic fuel in France, as well as a major player in oil logistics. The acquisition of LCN (Les Combustibles de Normandie), which has a 4% market share of domestic fuel in France, signifi cantly strengthened Bolloré Énergie’s network, which now covers more than 14% of the French market(2). At the beginning of 2014, the Group acquired the remainder of LCN’s shares, as planned, and now holds 100%. The Energy division is also a major player in French oil logistics, and its decision to bolster its assets aligns with a clearly defi ned strategy. It was with this in mind that in late 2013, the Group purchased Pétroplus Marketing France, which owns signifi cant shareholdings in the depots in Tours (20%), in Valenciennes (16%) and in Mulhouse (14%) as well as in Trapil (5.5%) which operates oil pipelines, and in the storage company Raffinerie du Midi (33.33%), which itself operates 12 storage sites, fi ve of which it owns. In 2013, Bolloré Énergie’s turnover, which amounted to 3,288 million euros, fell 10% compared to 2012, due to the drop in prices of petroleum products and the decrease in volumes sold in the trading business. Despite this fall in turnover, operating income remained stable at 39 million euros. In France, a harsher climate (cold weather index of 1.07 in 2013, versus 0.97 in 2012) and LCN’s contribution increased retail sales and income. The transportation, logistics and depot businesses were satisfactory. In Germany, the bunkering business (fuel loading for any type of vessel in the world), based in Hamburg, delivered satisfactory results and the CalpamMineralöl business, supported by domestic fuel distribution, performed well. In Switzerland, despite increasing competition among importers and refi ners, CICA recorded good performance after a very successful 2012.
(1) Source: internal study conducted based on competitors’ fi nancial communications. (2) Source: Comité Professionnel du Pétrole (Professional Petroleum Committee).
61 6. BUSINESS OVERVIEW
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COMMUNICATIONS
(in millions of euros) 2013 2012
Turnover 1,843 811
Net operating income 194 118
Investments 80 29
The Group is continuing to grow in communications and media. Present in advertising and research, free press, audiovisual logistics, cinema and telecoms, it is the largest shareholder of Havas, of which Yannick Bolloré became Chairman and Chief Executive O$ cer in August 2013, and one of the leading shareholders of Vivendi (5%) and Bigben Interactive (21%). The 1,843 million euros in turnover mainly corresponds to Havas’ turnover (1,771 million euros), which was fully consolidated over 2013, versus only four months in 2012. At constant scope and exchange rates, turnover increased 1%. Operating income benefi ted from the full consolidation of Havas over the entire year and improved results for Havas, media and telecoms.
Advertising and market research
Havas At the end of 2013, Bolloré Group held 36.22% of Havas, of which Yannick Bolloré became Chairman and Chief Executive O$ cer in August 2013. Results for 2013 published by Havas showed 1,772 million euros in turnover and 1% organic growth. Operating income for 2013 was up 1.3% to 226 million euros, thanks in particular to good performances in the media businesses. Net income Group share amounted to 128 million euros, a 1.6% increase. New business in 2013 was at a high level at 1,375 million euros. Net indebtedness came to 90 million euros (i.e. a gearing of 7%), versus 165 million euros the previous year. Further information can be obtained in the Havas registration document, available on its website: www.havas.com.
CSA The CSA group, which is one of the three leading generalist institutes in France, has a solid reputation not only for the quality of its political surveys, but also for its marketing research and market analyses for industry, the source of over 80% of its turnover. In 2013, CSA achieved 21 million euros in turnover.
Harris Interactive As at December 31, 2013, the Group held a 14% shareholding in Harris Interactive, an American company specialized in Internet market research. In February 2014, this shareholding was brought to a public takeover bid launched by Nielson for 12 million euros, generating an estimated consolidated capital gain of 10 million euros for the 2014 fi nancial year.
Free newspapers
Direct Matin Launched in February 2007, Direct Matin is a free general-interest daily newspaper distributed in the main French urban areas via regional editions. Direct Matin has strong local roots thanks to the partnerships it has forged with key players in the regional daily press, namely La Provence, La Voix du Nord, Le Progrès, Sud Ouest, Midi Libre and La Dépêche du Midi. All of these regional editions are distributed under the single Direct Matin brand. Direct Matin uses the most exacting editorial processes to inform readers, allowing them to understand and take an in-depth look into news events. More than 900,000 copies of this free newspaper are distributed on average, and it has 2.6 million readers per issue. The digital version, Directmatin.fr which was launched in March 2012, had 615,000 visitors and more than 2.5 million page views in December 2013. In 2013, an additional edition called Direct Tennis was launched and a new topic was added thanks to a partnership with Slate.fr.
Audiovisual logistics and cinema
Euro Media Group(1)
The Bolloré Group owns 18% of Euro Media Group (EMG), Europe’s leader in the fi eld of cinema and television logistics, both in the studio and on location. Euro Media Group is a leading audiovisual technical service provider present in France, Belgium, Switzerland, the United Kingdom, the Netherlands, Germany, and Italy. In 2013, Euro Media Group had 301 million euros in turnover, versus 333 million euros in 2012, and EBITDA of 72 million euros (including the disposal of the Bry and Arpajon sites), compared to 83 million euros in 2012 (which included the disposal of the Boulogne site).
Cinema
Alongside the fi nancing of fi lm productions and the operation of the Mac-Mahon cinema in Paris, the Bolloré Group owns nearly 10% of Gaumont, one of the leading European players in its sector, which accounts for a third of French EuroPalaces auditoriums and has an extensive catalog of feature fi lms.
Bigben Interactive The Group has a 21% holding in Bigben Interactive, one of the leading designers and suppliers of video game console accessories and digital multimedia devices (mobile telephones, tablets) in Europe.
Telecoms
Bolloré Telecom The Group has 22 regional WiMax licenses (a 3.5-GHz line for the transmission of broadband data), thereby giving it national coverage, with 220 stations deployed and operated on Bolloré Telecom frequencies. Cumulative expenditure at this stage amounts to approx- imately 135 million euros, including licenses. Following an agreement with ARCEP, the obligation to roll out the Bolloré network has been postponed and now extends from 2015 to 2017.
Wifi rst Bolloré Group also has a holding in the operator Wifi rst, the leading supplier of wireless high-speed Internet access to student residences. Wifi rst has now equipped 218,000 rooms and 8,000 campsite pitches. 2013 turnover totaled 12 million euros, compared to 10 million euros in 2012.
ELECTRICITY STORAGE AND SOLUTIONS
(in millions of euros) 2013 2012 restated
Turnover(1) 223 215
Net operating income (126) (168)
Investments 113 192
(1) Excluding Autolib’ turnover, restated in the Bolloré fi nancial statements.
Turnover from industrial business activities (electricity storage, plastic fi lms, dedicated terminals and systems) rose 4% to 223 million euros, bearing in mind that the turnover achieved by IER with energy storage applications (Autolib’, etc.), which represented 19 million euros in 2013, was eliminated at the Bolloré Group level. Operating expenses and investments declined after particularly high spending in 2012 due to the rapid growth of Autolib’.
(1) Consolidated by the equity method.
62 6. BUSINESS OVERVIEW
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Blue Solutions
Blue Solutions, which produces Lithium Metal Polymer electric batteries in its factories in Brittany and Canada, has a capacity of 300 megawatt-hours, which will eventually be increased to 1 gigawatt-hour, or 32,500 batteries. On October 30, 2013, Blue Solutions was listed on the NYSE-Euronext Paris Stock Exchange at 14.50 euros, i.e. maximum amount of the indicative price range. The o! er was oversubscribed 15 times. Its listing price on April 1, 2014 was 25.70 euros and its market capitalization was 742 million euros. In 2013, Blue Solutions delivered 1,051 30 kWh-equivalent battery packs to the market, compared to 1,498 in 2012. Turnover amounted to 47 million euros, a 23% decline compared to 2012, which had been marked by the rapid growth of Autolib’ which necessitated the production of a larger number of batteries. Shareholders’ equity totaled 139 million euros, whereas debt stood at 22 million euros. Blue Solutions holds options that are exercisable between 2016 and 2018 within entities composing the scope of Blue Solutions Bluecar®/ Bluecarsharing/Autolib’, Bluebus, Bluetram, Blueboat, Bluestorage, IER, Polyconseil.
Blue Applications
The Bolloré Group was selected in December 2010 by the mixed syndicate representing the City of Paris and 46 municipalities in Greater Paris to develop the Autolib’ clean car-sharing system in the Paris region. The Autolib’ service was officially launched on December 5, 2011. At the end of 2013, Autolib’ had made 2,000 Bluecar® vehicles available spread out over 855 stations, or 4,400 charging stations and has 40,600 premium Autolib’ subscribers, versus 19,000 at the end of 2012. Overall, the service has had 4.3 million rentals since its launch on December 5, 2011. The Group launched two new car-sharing services, Bluely in Lyon-Villeurbanne on October 10, 2013 (with 130 vehicles, 51 stations and 252 terminals) and Bluecub in Bordeaux at the end of November 2013 (with 90 vehicles, 40 stations and 197 charging stations). The Bolloré Group was also chosen to develop a car-sharing system in Indianapolis (USA) which will begin in May 2014, and to manage a network of 1,400 charging stations in London, to which 1,500 new terminals will be added from now until early 2015. An electric vehicle car-sharing service will also be rolled out there. In addition, the Group is continuing to grow its Bluecar® rentals and sales to individuals and companies, to market Bluebus and to develop new projects such as Bluetram, for which construction of a new factory in Brittany in early 2015 was announced, representing an investment of 10 million euros for a production capacity of 50 Bluetram vehicles per year. In addition to mobility, the Group is also developing stationary applications for renewable energies, called smartgrid. It has created an innovative solution for the African continent, Blue Zone, which allows the installation of solar-powered batteries at autonomous community facilities (including clinics, schools, movie theaters, sports fi elds, etc.). Lastly, the Group has submitted an application to deploy 16,000 terminals over the entire region.
Dedicated terminals and systems
IER is the leading provider of solutions designed to optimize and secure the fl ow of goods and persons. IER has developed terminals, self-service kiosks and identifi cation and geolocation systems that have recently made it a key player in the car-sharing market. IER, which made all of the terminals for Autolib’, Bluely and Bluecub (subscription, rental, electric charging) and Bluecar®’s onboard software, is now a major player in marketing car-sharing solutions and smart recharging terminals capable of communication.
In 2013, IER recorded satisfactory results with the deployment of car-sharing services in Lyon and Bordeaux and satisfactory volume in air cargo, despite the crisis occurring in the sector. The RFID business was also strong, and production capacities in this area have grown. Automatic Systems achieved a good level of business, both in the public transportation sector (Brussels, Stockholm, Madrid) and in access control equipment and barriers.
Plastic fi lms
Turnover from the Plastic fi lms business increased 7% at constant scope and exchange rates. Results have signifi cantly improved thanks to a rise in volumes sold, in particular, dielectric fi lms.
OTHER ASSETS
Shareholdings
While developing each of its operational activities, the Group has consistently sought to maintain industrial capital comprising assets that may be sold if needed, or, in other cases, form the basis of new business activities. As at December 31, 2013, the Bolloré Group’s portfolio of listed securities amounted to 2.0 billion euros. It no longer includes the stake in Havas, the market value of which was 886 million euros as at December 31, 2013, and which is now fully consolidated. As at December 31, 2013, the portfolio of listed securities primarily comprised the following shareholdings:
Vivendi Following the sale of the Direct 8 and Direct Star channels in 2012 in exchange for 1.7% of Vivendi and additional share purchases on the market, the Group holds a 5.0% stake in Vivendi. The market value of the Group’s stake was 1,221 million euros(1) as at December 311, 2013.
Mediobanca, Generali, Premafi n The market value of shareholdings in Italy, in Mediobanca(2) (6.0%), Generali (0.13%) and Premafi n (0.96%(3)), was 365 million euros as of December 31, 2013. The main equity holdings is Mediobanca, where the Group brings together a group of international investors who have four representatives on the Board of Directors. Bolloré is also now authorized to raise its shareholding in Mediobanca to 8% of its capital.
Vallourec As of December 31, 2013, the Bolloré Group owned a 1.7% stake in Vallourec, the market value of which was 81 million euros.
Socfi n, Socfi nasia The 38.7% stake in Socfin(4) and 21.8% stake in its subsidiary Socfinasia(4) had a market value of 309 million euros as at December 31, 2013.
Other shareholdings The Group has a 21% holding in Bigben Interactive, one of the leading designers and suppliers of video game console accessories and digital multimedia devices (mobile telephones, tablets) in Europe. The 14% holding in Harris Interactive, an American company specialized in Internet research, was brought to the public takeover bid launched by Nielson in February 2014 for 12 million euros, generating a consolidated capital gain estimated at 10 million euros for the 2014 fi nancial year. Lastly, the Group holds a stake of nearly 10% in Gaumont.
(1) Taking into account the impact from fi nancing on Vivendi stock. (2) Consolidated by the equity method. (3) Of which 0.52% held by Financière de l’Odet. (4) Company data before restatement under IFRS. Socfin group plantations are
accounted for under the equity method in the Bolloré fi nancial statements.
63 6. BUSINESS OVERVIEW
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Plantations
Plantations demonstrated decent production levels, but results were hurt by a drop in the average prices of palm oil and rubber, due to slower demand from the major consuming countries. The average price of rubber (TSR20 FOB Singapore) was 2,517 US dollars per metric ton, compared to 3,157 US dollars per metric ton in 2012, a decline of 20% (and 44% compared to 2011). In July 2013, prices reached a low of 2,159 US dollars per metric ton, before rising temporarily to 3,300 dollars per metric ton during the fourth quarter. At the end of the year, prices dropped again to 2,265 dollars per metric ton as at December 31, 2013. At the beginning of the year, palm oil prices (CPO CIF Rotterdam) reached their lowest level since 2011, at 810 US dollars per metric ton. During the fi rst half of the year, during a weak production period in Southeast Asia accompanied by an increase in demand for biodiesel production, palm oil prices leveled o! at 900 US dollars per metric ton. The annual average price for 2013 (CPO FOB Rotterdam) was 857 US dollars per metric ton, a 14% decline compared to 2012 and 24% compared to 2011.
Socfi n (formerly Socfi nal)(1)
The Group directly holds 38.7% of Socfi n and 21.8% of its subsidiary Socfi nasia, which makes it a major shareholder in one of the leading independent plantation groups. Socfin manages plantations in Indonesia and in several countries in Africa (Liberia, Cameroon, Republic of Côte d’Ivoire, Nigeria) and is developing new units in the Democratic Republic of Congo, Cambodia and Sierra Leone. These plantations cover a total area of approximately 155,000 hectares. It operates in the palm oil and rubber production markets. In 2013, plantations delivered good production levels, but their results su! ered from the drop in palm oil and rubber prices. In Indonesia, Socfi ndo, which farms 48,000 hectares of oil palms and rubber trees, achieved net income of 58 million euros, versus 82 million euros in 2012, due to the decrease in palm oil and rubber prices. Plantations in the Republic of Côte d’Ivoire, Cameroon, Liberia and Nigeria were also hurt by the decline in rubber and palm oil prices and recorded net income of 36 million euros, compared to 57 million euros in 2012. In addition, the Group continued its expansion, with the creation of 12,000 hectares of rubber plantations in Cambodia, including 4,100 hectares which were already planted, and the replanting of 6,000 hectares of oil palms in the Democratic Republic of Congo, 4,800 of which were already planted, and 6,800 hectares of oil palms in Sierra Leone(1) with a new 12,000 hectare plantation.
SAFA Cameroun SAFA Cameroun, a subsidiary of Société Anonyme Forestière et Agricole (SAFA), farms 9,800 hectares, including 5,400 hectares of oil palms and 4.400 hectares of rubber trees. Turnover increased 3% to 19.9 million euros, thanks to the rise in palm oil production (+15% to 12,760 metric tons) and rubber production (+22% to 5,700 metric tons) and despite the 20% drop in the sale price of rubber. Operating income totaled 9.5 million euros under IAS 41, compared to 10.5 million euros in 2012. In light of the planned disposal of SAFA Cameroun to Socfin, SAFA Cameroun was reclassified under “discontinued operations”.
American farms In the United States, Redlands Farm Holding owns three farms (IronCity, Gretna and Babcock Farms) totaling 7,500 acres (3,050 hectares), 56% of which is under irrigation. The agricultural land has been farmed directly by the Group (corn, cotton, wheat) since the beginning of 2013. Income, which came out to –0.7 million dollars, su! ered from very unfavorable weather when the crops were planted and from a decrease in prices for grains, the turnover from which will be impacted by the decline in sales prices on the markets.
Vineyards The Group owns three wine-growing estates in the south of France, including Domaine de La Croix (cru classé) and Domaine de La Bastide Blanche. They cover 246 hectares, to which 116 hectares of wine-growing rights are attached. The restoration of the Domaine de La Croix and Domaine de La Bastide Blanche vineyards is
continuing, with 89% of vines replanted and 91% of the area entering into production. Turnover reached 3.2 million euros, a 2% increase, with 550,000 bottles sold in 2013. EBITDA from this business is now broadly positive.
SIMPLIFICATION OF STRUCTURE
Takeover bid of Plantations des Terres Rouges
In early July 2013, the takeover bid of Plantations des Terres Rouges stock, accompanied by an o! er to exchange shares, announced on March 21, 2013, was completed. Under this transaction, Bolloré acquired 10,779 Plantation des Terres Rouges shares for 22 million euros and issued 203,952 Bolloré shares in exchange for 29,136 Plantations des Terres Rouges shares. Following this transaction, the Bolloré Group owns 100% of Plantations des Terres Rouges’ share capital, which was delisted from the Luxembourg and NYSE Euronext Paris Stock Markets on July 12, 2013.
Initial Public O# ering (IPO) of Blue Solutions
Blue Solutions, a subsidiary of Bolloré that manufactures Lithium Metal Polymer (LMP®) electric batteries, launched its IPO on the NYSE Euronext Paris market on October 30, 2013. With a listing price of 25.70 euros on April 1, 2014, its market capitalization was 742 million euros.
RECENT EVENTS AND OUTLOOK
Les Combustibles de Normandie
In early 2014, Bolloré Énergie, which held a 49% stake in Combustibles de Normandie (LCN), acquired the additional 51% of LCN’s share capital, as planned, and now wholly owns the company.
Blue Solutions/Blue Applications
At the beginning of the year, the Group submitted an application to deploy 16,000 terminals over all of France. In March 2014, the Group announced the construction of a new factory at the Blue Solutions Ergué-Gabéric site, which will manufacture 100% electric Bluetram tramways equipped with supercapacitors. The new Bluetram production line, whose first section will be commissioned in early 2015, represents a 10 million euros investment for a production capacity of 50 Bluetrams per year. During the inauguration of the Niamey train station in Niger on April 7, Vincent Bolloré presented the creation of a “Blue Zone”. Bolloré Group is rolling out a complete solution to produce, stock and distribute decentralized, clean and free electricity through solar energy in particular, in areas close to the railways, which will also enable drinking water to be produced. Solar panels were installed in partnership with Sunpower (a subsidiary of Total) in order to use solar energy, which will be stored in LMP® batteries. This inexhaustible, environmentally friendly electricity will power the train stations, but will also be used for multifunctional platforms, which will be able to accommodate schools, healthcare centers, sporting activities, artisan workshops, etc. These infrastructures will also facilitate water processing. Blue Zones will next be installed in Benin, Togo and Guinea Conakry.
Harris Interactive
The 14% holding in Harris Interactive, an American company specialized in Internet research, was brought to the public takeover bid launched by Nielson in February 2014 for 12 million euros, generating a consolidated capital gain estimated at 10 million euros for the 2014 fi nancial year.
INFORMATION ON THE MAIN NEW FINANCING
In March 2014, the Group increased its syndicated loan to 1,100 million euros (previously 1,000 million euros) and extended its maturity to March 2019 while improving the fi nancial terms of the loan.
(1) Not consolidated.
64 6. BUSINESS OVERVIEW
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
6.2. MAIN MARKETS
DISTRIBUTION OF TURNOVER BY GEOGRAPHICAL AREA
The Bolloré Group is present in every continent. The main geographical areas of its markets are France, Africa and Europe.
In 2013 (in millions of euros)
44% – FRANCE AND FRENCH OVERSEAS DEPARTMENTS AND TERRITORIES – 4,774
21% – AFRICA – 2,301
18% – EUROPE EXCLUDING FRANCE – 1,928
10% – AMERICAS – 1,045
7% – ASIA – PACIFIC – 800
In 2012
48% – FRANCE AND FRENCH OVERSEAS DEPARTMENTS AND TERRITORIES
22% – AFRICA
17% – EUROPE EXCLUDING FRANCE
7% – ASIA-PACIFIC
6% – AMERICAS
DISTRIBUTION OF TURNOVER BY BUSINESS
The Transportation and logistics and Oil logistics businesses represent approximately 90% of the Group’s turnover.
In 2013 (in millions of euros)
51% – TRANSPORTATION AND LOGISTICS – 5,469
30% – OIL LOGISTICS – 3,288
17% – COMMUNICATIONS – 1,843
2% – ELECTRICITY STORAGE AND SOLUTIONS – 223
NS – OTHER – 25
In 2012
54% – TRANSPORTATION AND LOGISTICS
36% – OIL LOGISTICS
8% – COMMUNICATIONS
2% – ELECTRICITY STORAGE AND SOLUTIONS
NS – OTHER
GEOGRAPHICAL DISTRIBUTION OF THE MARKET FOR THE TRANSPORTATION AND LOGISTICS BUSINESS
In 2013
42% – AFRICA
31% – FRANCE AND FRENCH OVERSEAS DEPARTMENTS AND TERRITORIES
12% – ASIA-PACIFIC
10% – EUROPE EXCLUDING FRANCE
5% – AMERICAS
In 2012
41% – AFRICA
31% – FRANCE AND FRENCH OVERSEAS DEPARTMENTS AND TERRITORIES
12% – ASIA-PACIFIC
10% – EUROPE EXCLUDING FRANCE
6% – AMERICAS
65 6. BUSINESS OVERVIEW
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
GEOGRAPHICAL DISTRIBUTION OF THE MARKET FOR THE OIL LOGISTICS BUSINESS
In 2013
75% – FRANCE AND FRENCH OVERSEAS DEPARTMENTS AND TERRITORIES
25% – EUROPE
In 2012
74% – FRANCE AND FRENCH OVERSEAS DEPARTMENTS AND TERRITORIES
26% – EUROPE
6.3. EXTRAORDINARY EVENTS
None.
6.4. ANY DEPENDENCY ON PATENTS, LICENSES OR COMMERCIAL OR FINANCIAL INDUSTRY CONTRACTS
The Group is bound by a number of concession agreements (port terminals, railways, oil pipelines) which are described in note 7 of section 20.3. of the consolidated fi nancial statements. Given the long duration, the number and the diversity of these concessions, the Group’s profi tability is not really dependent on them.
6.5. BASIS OF ANY DECLARATION BY THE ISSUER CONCERNING ITS COMPETITIVE POSITION
The sources concerning the Group’s competitive position cited in section 6.1. and in this document, are generally internal or are indicated if not.
66 7. DETAILS OF SHAREHOLDING OF GROUP LISTED COMPANIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
7. DETAILS OF SHAREHOLDING OF GROUP LISTED COMPANIES
27.9
Bolloré
Financière de l’Odet
Havas
Bolloré Participations
Omnium Bolloré
Financière V
Sofibol
Compagnie de
Cornouaille
Compagnie de Pleuven
Nord-Sumatra Investissements
Forestière Équatoriale
(Côte d’Ivoire)
Société Bordelaise Africaine
Socfin (formerly Socfinal)
(Luxembourg)
Financière de Sainte-Marine
Imperial Mediterranean
Compagnie des Tramways
de Rouen
Bolloré Énergie
Bolloré Logistics
27.9 (0.0) African Investment Company**
17.1 (0.0) Financière Moncey**
4.8 (0.0) Bolloré
35.9 (0.0) Bolloré
13.0 (0.0) Compagnie Saint-Gabriel**
4.1 (0.0) Société Industrielle et Financière de l’Artois**
1.2 (0.0) Nord-Sumatra Investissements**
1.0 (0.0) Imperial Mediterranean**
0.1 (0.0) Société Bordelaise Africaine**
3.5 (0.0) Compagnie du Cambodge**
19.1 (0.0) Compagnie du Cambodge**
5.6 (0.0) Société Industrielle et Financière de l’Artois**
4.9 (0.0) Financière Moncey**
2.3 (0.0) Nord-Sumatra Investissements**
TRANSPORTATION AND LOGISTICS
OIL LOGISTICS
ELECTRICITY STORAGE AND SOLUTIONS
COMMUNICATIONS, MEDIA
3.6 (0.0) Imperial Mediterranean**
22.8 (0.0) Compagnie du Cambodge**
10.5 (0.0) Financière Moncey**
10.3 (0.0) Bolloré
4.0 (0.0) Société Industrielle et Financière de l’Artois**
1.7 (0.0) Compagnie des Tramways de Rouen**
0.4 (0.0) Société des Chemins de Fer et Tramways du Var et du Gard**
50.2 (100.0)(12)
50.3 (100.0)
51.1 (100.0)
22.8
4.1(3) 64.2
8.9
10.0(2) 67.2(1)
3.3
1.9(7)
25.3(1)
16.7
31.5
11.5
SAFA
12.0(4)
9.5(1)
78.5
28.6
14.0
55.5
100.0(1)
61.8
17.5
26.6
42.1 48.2
37.0(6)
7.3
12.0
100.0
100.0(11)
Financière du
Perguet
100.0(1)
100.0
36.7
37.1(1)
15.2
9.3
32.5
55.2(8) (91.9)
67.6(9) (75.0)
9.2*
Bolloré Africa Logistics
5.0
Société des Chemins de Fer
et Tramways du Var et du Gard
Compagnie du Cambodge
Financière Moncey
Soc. Industrielle et Financière
de l’Artois
90.5(1)
29.2(1)
64.6(5)
Socfinasia (Luxembourg)
56.5
Plantations des Terres Rouges (Luxembourg)
3.9*
2.5*
1.1*
3.7*
4.3*
6.0*
22.5*
Blue Solutions
Media, Telecoms
52.4
71.2
17.8(10)
47.6
8.6
11.0*
Films plastiques
IER
Blue Applications
(Dédicated terminals and systems)
By convention, shareholdings under 1% are not mentioned.
(1) Directly and indirectly by fully-owned subsidiaries.
(2) Of which <10.0% by Compagnie du Cambodge.
(3) 4.1% by SFA, a 98.4%-owned subsidiary of Plantations des Terres Rouges.
(4) Of which 12.0% by Société Industrielle et Financière de l’Artois.
(5) 64.6% by its 53.4%-owned direct subsidiary Socfrance.
(6)
(7)
30.2% by Société Bordelaise Africaine and 6.8% by its 53.4%-owned direct subsidiary Socfrance.
(8)
1.9% by Plantations des Terres Rouges.
Of which 5.3% by its 99.5%-owned direct subsidiary Compagnie de Guénolé.
(9) Including 0.1% by Bolloré Participations.
(10) Of which 17.8% by Bolloré Participations.
(11) Indirectly via a wholly owned subsidiary.
(12) Including 0.1% owned by Vincent Bolloré.
% (%) % of capital (% of voting rights at General Meeting).
* Percentage of share capital outside the Group.
** Controlled by Bolloré.
Communications, media, advertising and telecoms
Agricultural assets
Shareholdings
Electricity storage and solutions
Listed companies
Oil logistics
Transportation and logistics
AS AT 1ST MARCH 2014,
IN PERCENTAGE OF CAPITAL OWNERSHIP
(AND IN VOTING RIGHTS)
67 8. PROPERTY, PLANT, AND EQUIPMENT
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
7.2. MAIN SUBSIDIARIES
The Bolloré Group’s main operating subsidiaries in terms of contribution to Group turnover are listed below.
Position Entity Sector Country Geographical area Turnover(1)
(in thousands of euros)
% contribution
%
interest(1)
1 Havas Communications France France and French overseas departments and territories 1,771,000 16 35.44
2 Bolloré Énergie (formerly SCE)
Energy distribution
France France and French overseas departments and territories 1,622,243 15 99.55
3 SDV Logistique internationale
Transportation and logistics
France France and French overseas departments and territories 943,609 9 99.56
4 Les Combustibles de Normandie
Energy distribution
France France and French overseas departments and territories 573,243 5 99.55
5 CICA Energy distribution
Switzerland Europe excluding France 372,301 3 99.56
6 Calpam Mineralöl GmbH Ascha! enburg
Energy distribution
Germany Europe excluding France 366,824 3 99.56
7 Saga France (formerly Sagatrans)
Transportation and logistics
France France and French overseas departments and territories 269,297 2 99.56
8 Bolloré Africa Logistics Côte d’Ivoire
Transportation and logistics
Rep. of Côte d’Ivoire
Africa 196,815 2 84.36
9 SDV USA Inc. Transportation and logistics
United States North America 143,081 1 99.56
10 SDV PRC International Freight Forwarding Ltd
Transportation and logistics
China Asia - Pacifi c 142,307 1 99.56
(1) Data from the Bolloré Group’s consolidated fi nancial statements.
7.1. BRIEF DESCRIPTION OF THE GROUP
As of December 31, 2013, Financière de l’Odet directly and indirectly owned 77.3% of Bolloré’s capital stock. Bolloré carries out its activities in: • international logistics (freight forwarding); • transportation and logistics in Africa (port management, stevedoring,
logistics); • oil logistics; • communications and the media (advertising, free press, market
research, etc.); • batteries and supercapacitors; • plastic fi lms for capacitors and packaging; • electric vehicles; • dedicated terminals and systems (IER); • agricultural assets; • the management of a portfolio of shareholdings.
Bolloré acts as a holding company employing 251 people assigned to a variety of central functional services: general management, legal a! airs, taxation, information technology, human resources, fi nance, accounting, management control, cash management, etc. Bolloré manages and coordinates the operational divisions. Cash management for all subsidiaries is centralized at Bolloré in order to optimize negotiated conditions. Bolloré invoices its services according to certain cost allocations (time spent, employees). The amount invoiced in 2013 was 34 million euros. All these services are performed within the scope of formal, current agreements entered into under normal market conditions.
8. PROPERTY, PLANT, AND EQUIPMENT
8.1. SIGNIFICANT PROPERTY, PLANT, AND EQUIPMENT AND ANY MAJOR ENCUMBRANCES THEREON
Companies belonging to the Bolloré Group operate numerous sites and installations on a full ownership, franchise or rental basis in over 110 countries around the world. The business activities carried out on these premises and at other industrial, commercial or administrative facilities are described in the 2013 business report.
The total gross value of property, plant and equipment at December 31, 2013 was 3,355 million euros (1,609 million euros net) compared with 3,111 million euros at December 31, 2012 as restated (1,511 million euros net). A summary of the Group’s property, plant and equipment and the main related expenses (amortization and impairment) is provided in notes 6, 7 and 27 in the notes to the consolidated financial statements. In addition, the various measures taken by the Group to reduce the impact of its business activities on the environment, primarily in relation to its premises, plant and facilities are described in the following section, 17.2. while the industrial and environmental risks are described in section 4.2. on pages 51 and 52.
68 9. FINANCIAL AND OPERATING INCOME REVIEW
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
9. FINANCIAL AND OPERATING INCOME REVIEW
9.1. FINANCIAL POSITION
The consolidated 2013 turnover was 10,848 million euros, slightly down (1.6%) at constant scope and exchange rates compared with 2012, comprising mainly the increase in logistics and port activities (+3%) and the decline in the oil logistics activity (–10%) refl ecting the decrease in prices of oil products and volumes sold. On an unadjusted basis, it was up 7.3%, mainly taking into account Havas’ contribution over the 2013 full year following its full consoli- dation at September 1, 2012. EBITDA reached 957 million euros, an increase of 19% (+2% excl. Havas) and the Group’s operating income was 606 million euros, a rise of 30% compared with the 2012 fi scal year. Net fi nancial income, which totaled 30 million euros, versus 525 million euros in 2012, mainly comprised capital gains of 109 million euros on the sale of the remaining stake (6.4%) in Aegis. In 2012, it included the capital gains on the sale of Aegis (387 million euros) and Direct 8 and Direct Star channels (255 million euros), as well as a 65 million euros fi nance expense connected with the full consolidation of Havas.
The share in net income from non-operating companies accounted for using the equity method, which amounted to 21 million euros, versus a loss of 9 million euros in 2012, mainly comprised the results of the Socfi n Group plantations, whose contribution was 24 million euros, versus 45 million euros in 2012, due to the decrease in worldwide raw materials prices, and the contribution of Mediobanca (including an impairment of 20 million euros to take into account the value-in-use of this stock). Net of 211 million euros in taxes (compared with 176 million euros in 2012), the consolidated net income amounted to 450 million euros, compared with 813 million euros in 2012. Net income, Group share, amounted to 270 million euros, compared with 669 million euros. The ratio of net debt to shareholders’ equity, improved markedly to 19%, compared with 26% at the end of 2012, on account of the sharp increase in shareholders’ equity (+2,051 million euros compared to December 31, 2012) and the decrease in net debt (–105 million euros). After the sale for 212,2 million euros of the remaining interest in Aegis in 2013, the market value of the listed share portfolio (Vivendi, Mediobanca, Vallourec, Socfin, Socfinasia, etc.) amounted to 2,035 million euros at December 31, 2013. The liquidity of the Group, excluding Havas, is stable at close to 1.5 billion euros available confi rmed at the end of February 2014.
CONSOLIDATED KEY FIGURES FOR BOLLORÉ
(in millions of euros) 2013 2013 vs 2012 2012 restated
Turnover 10,848 +7.3% 10,109
EBITDA(1) 957 +19% 802
Amortization and provisions (351) +4% (337)
Net operating income 606 +30% 465
including share in net income from operating companies accounted for using the equity method 19 73
Net fi nancial income 30 525
Share in net income from operating companies accounted for using the equity method 21 (9)
Taxes (211) (176)
Net income from activities discontinued 5 8
NET INCOME 450 813
of which Group’s share 270 669
(1) EBITDA: operating income less allowances for depreciation and amortization and provisions.
12/31/2013 12/31/2012 as restated
Shareholders’ equity 9,316 7,265
of which Group’s share 7,749 5,868
Net indebtedness 1,795 1,900
Net indebtedness/shareholders’ equity ratio 19% 26%
Market value of listed share portfolio(1) 2,035 2,061
(1) Taking into account the impact from fi nancing on Vivendi stock.
SEPARATE FINANCIAL STATEMENTS
Bolloré SA’s net income amounted to 89 million euros, compared with 198.6 million euros in 2012. The change comes primarily from the
capital gains on the sale of Aegis stock to the Dentsu Group for 214 million euros in 2012 (or about 20% of Aegis), versus 58 million euros in 2013 (corresponding to the remaining interest).
69 10. LIQUIDITY AND CAPITAL RESOURCES
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9.2. OPERATING INCOME
The Group’s operating income totaled 606 million euros, up 30% compared with the 2012 fi nancial year. It takes into account: • the improved results in the Transportation and logistics businesses,
which benefi ted from strong global demand and developments carried out, in particular, in Asia and Africa;
• the strong performance of the Oil logistics business; • the improved results in the communications sector thanks to Havas’
good results, and its integration over the full year; • the sustained expenses in electricity storage (batteries, superca-
pacitors, electric and stationary vehicles), which are, however, less than those incurred in 2012 during the rapid expansion of the Autolib’ service in 2012.
(in millions of euros) 2013 2012 restated
Transportation and logistics(1) 541 496
Oil logistics 39 39
Havas, communications, media 194 118
Electricity storage and solutions (126) (168)
Other (agricultural assets, holdings) (43) (21)
NET OPERATING INCOME 606 465
(1) Before trademark fees.
The 2013 financial statements include the Havas annual results for the full twelve-month period; Havas was fully consolidated as from September 1, 2012. Presentation of the fi nancial statements takes into account, for all periods presented, the e! ects of the early adoption in 2013 of IFRS 10 (Consolidated fi nancial statements) and IFRS 11 (Joint arrangements), as well as the application of IFRS 5 (Non-current assets held for sale and discontinued operations), due to the proposed sale of SAFACAM to the Socfi n Group, and the reclassifi cation under operating income of operating income from companies accounted for at equity. The restated results also integrate the change in accounting method for employee benefi ts obligations.
10. LIQUIDITY AND CAPITAL RESOURCES
10.1. CASH AND CASH EQUIVALENTS
On December 31, 2013, the amount of cash and cash equivalents was 1,579 million euros (including 568 million euros for Havas), compared to 1,103 million euros at December 31, 2012. This item includes, in particular, available funds, risk-free money market deposits and current account agreements, in accordance with the Group’s policy.
10.2. CASH FLOW
Net cash fl ows from operating activities amounted to 695 million euros at December 31, 2013 (832 million euros at December 31, 2012). Taking into account investments, cash fl ows on fi nancing operations and variations in the exchange rate or fair value included in the debt, the Group’s net fi nancial debt decreased by 105 million euros, compared to December 31, 2012, to 1,795 million euros as at December 31, 2013, including net fi nancial debt for Havas for 90 million euros.
10.3. STRUCTURE OF GROSS DEBT
The Group’s gross debt at December 31, 2013 was 3,374 million euros, up 318 million euros from December 31, 2012. It mainly consisted of the following: • 1,069 million euros of bonds (1,134 million euros at December 31,
2012), made up in particular at December 31, 2013 of a Havas euro-denominated bond of 350 million euros redeemable in 2014, a Havas euro-denominated bond of 100 million euros redeemable in 2018, a Bolloré euro-denominated bond of 350 million euros redeemable in 2016, a Bolloré euro-denominated bond of 170 million euros redeemable in 2019, of 100 million euros for one bond with subscription warrants and/or redeemable share purchase warrants (OBSAAR) with Havas, of which 33 million euros has been redeemed, and of 73 million US dollars of US private placements divided into two tranches, one of 40 million US dollars redeemable in 2016, of which 23 million US dollars has already been redeemed, and one of 33 million US dollars redeemable in 2018;
• a bank loan of 2,091 million euros (1,714 million euros at December 31, 2012), of which 250 million euros under a revolving credit agreement expiring in 2017 (205 million euros at December 31, 2012), 186 million euros in commercial papers (338 million euros at December 31, 2012) and 185 million euros by way of the factoring of receivables (211 million euros at December 31, 2012);
• 213 million euros from other loans and similar debts (202 million euros at December 31, 2012), consisting of current bank facilities and cash management agreements.
10.4. FINANCING
It should be noted that the Group’s main line of finance at December 31, 2013, the revolving credit line worth 1,000 million euros expiring in 2017, is subject to a gearing covenant (net debt to shareholders’ equity) capped at 1.75. This line is drawn down in the amount of 250 million euros (750 million euros undrawn). Bonds issued by Bolloré in 2011 (350 million euros due in 2016) and 2012 (170 million euros due in 2019) are not subject to any early repayment obligation connected with the respect of any fi nancial ratio. Bonds issued by Havas in 2009 (350 million euros expiring 2014) and 2013 (100 million euros expiring 2018) are also not subject to any clause of this type. The Havas OBSAARs are subject to leverage and interest cover ratios (adjusted fi nancial debt to adjusted EBITDA). Some other lines may have early repayment covenants connected with respect of fi nancial ratios, generally involving ratios of net debt to shareholders’ equity and/or debt service coverage. At December 31, 2013, these ratios were met, as they were at December 31, 2012. As a result, as at December 31, 2013, the Group was not at risk with respect to any fi nancial covenants that may have existed on certain credit lines, whether used or not.
10.5. FINANCING CAPACITY
Moreover, to meet liquidity risk, in addition to its short-term investments, the Group had, at December 31, 2013, 1,628 million euros in confi rmed but unused credit lines, of which 750 million euros was under a revolving credit agreement and 513 million euros at Havas. The average lifetime of lines of credit confi rmed, drawn and undrawn, is 2.8 years at December 31, 2013. As a result, the Group has su$ cient fi nancing capacity to meet its future commitments known at December 31, 2013. More details are given in the fi nancial statements and, more specif- ically, in notes 15, 21 and 36.
70 11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
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11. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
11.1. RESEARCH AND DEVELOPMENT
In order to fi nd new growth drivers for the years ahead, the Bolloré Group is committed to looking for new business activities over the long term. Research and development (R&D) are an essential element of the Bolloré Group’s industrial branch. This is demonstrated by the creation of the Blue Solutions division in October 2013. For Bolloré Plastic fi lms, in 2013, R&D rose to 0.5 million euros for new barrier fi lms for packaging in the food-processing industry and for further development of new capacitor separators for dielectric fi lm. For Blue Solutions, the total amount of R&D spent on batteries and supercapacitors amounted to 37 million euros, with 22.8 million euros for BS (formerly Batscap in Quimper) and 14.2 million euros for BSC (formerly Bathium in Canada). The research concerning batteries continues to focus on improving electro-chemical components to increase battery life and cyclability, as well as the reduction in operating temperature, whereas development work was carried out on battery pack integration and piloting batteries for use in both electric vehicles and energy storage applications as well as in smart grid. Like last year, investments aiming to increase the production capacity of Battery factories were incorporated into R&D e! orts. The production process saw sizable improvements making it possible in particular to manufacture double- width fi lms, thereby doubling production capacity at the plant. As far as supercapacitors are concerned, research was still focused on improving components, particularly through better cyclability and an increase in the power output and their integration into modules. Development work was carried out focusing on improving the
technical performance of modules in order to meet the more stringent requirements of the railway, automotive or maritime markets and on simplifying the production process in order to decrease costs and increase reliability. Blue Solutions continued to cooperate on several national research programs (ANR) launched in previous years and involving university and CNRS (France’s national scientifi c research center) research laboratories. The Bluecar® electric vehicle arrived on the market in 2011. Since that time, R&D and investments were increased to 15.3 million euros for Bluecar® to take into account the development of right-hand drive vehicles, vehicles capable of complying with American standards (for the BlueIndy market) and the development of a convertible car, the Bluesummer. Developments also continued at Bluestorage with 5.1 million euros spent on stationary batteries for relaying electrical installations at private homes, with this sector representing an important line of development for the division. At Bluetram, 1.6 million euros has been put towards research focusing on the development of a tram with LMP® batteries and superca- pacitors and on ways to recharge supercapacitors from stations on the side of the road. Development work on batteries integrated into boats, either shuttle boats or boats used to clean the ports was carried out at Blueboat for 0.4 million euros. The IER Group continued its research in 2013 toward new markets, while at the same time developing new products in its core markets. 8 million euros was dedicated to R&D, including 5.4 million euros on terminals and RFID in transportation. In addition, work continued on developing in-vehicle car-sharing systems. Automatic Systems devoted 2.6 million euros to R&D. R&D in the Telecoms division amounted to 12.9 million euros, including 4.3 million euros for Bolloré Telecom, 1.4 million euros for Wifi rst and 7.2 million euros for Polyconseil, which continued to make signifi cant IT developments related to car-sharing and energy storage projects.
RESEARCH AND DEVELOPMENT PROGRAMS
(in millions of euros) 2013 2012 2011 2010 2009 2008
Bolloré Films 0.5 1,5 0.6 0.6 0.7 0.9
Blue Solutions(1)
(formerly Batscap and Bathium) 37.0 69.2 33.4 37.4 30.2 25.1
Bluecar®(1) 15.3 48.9 0.2 19.9 26.1 15.7
Bluestorage 5.1
Bluetram / Blueboat 2.0
IER 8.0 7.5 9.3 7.8 8.1 9.5
Bolloré Telecom(2) 12.9 4.5 4.7 3.1 4.0 5.6
TOTAL 80.9 131.6 48.2 68.8 69.1 56.8
(1) Since 2012, R&D expenses and specifi c investments. (2) Including Polyconseil and Wifi rst.
11.2. PATENTS AND LICENSES
At the end of 2013, the Group’s patent portfolio included 1,296 patents or patent applications (up 6.68% compared to last year) in 45 countries, broken down as follows:
Patents fi led in 2013 Full valid portfolio (all countries)
Total Of which in France
Bolloré Films 1 0 87
Blue Solutions 33 16 464
Blue Solutions Canada 22 1(1) 562
IER 6 0 97
Bluecarsharing 4 3 66
BCA 0 0 8
Automatic Systems 0 0 12
TOTAL 66 20 1,296
(1) For Bathium, Canada saw the most registrations, and not France.
71 12. TREND INFORMATION
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12. TREND INFORMATION
12.1. MAIN TRENDS IN 2013
TRANSPORTATION AND LOGISTICS
In a di$ cult environment marked by a slowdown in European fl ows and a decline in air cargo volumes handled, Bolloré Logistics maintained a solid level of business thanks to a consolidated network in France, its strong position in Africa, the dynamism of its network in Asia and continued strong growth in its industrial projects business. Bolloré Africa Logistics has benefi ted from the strength of the port terminal concessions, which recorded hikes in volumes, mainly in importing, and particularly at the Abidjan Terminal in the Republic of Côte d’Ivoire, at Tin Can in Nigeria, at the Congo Terminal in Pointe-Noire, at STCG in Libreville and at the Togo Terminal, which has also increased its market share since obtaining exclusivity in the port of Lomé. In addition, rate increases were able to be applied notably in Tin Can, Conakry Terminal and Meridian Port Services (Ghana). 2013 was also marked by the start-up of operations at the petroleum terminal in Pemba, Mozambique. The logistics solutions business continued to grow, backed by projects in the mining and petroleum sectors in West Africa (Burkina Faso, Sierra Leone, Republic of Côte d’Ivoire) and in Central Africa (Gabon, Congo, the Democratic Republic of Congo, Mozambique). Lastly, the fi nancial year also saw an increase in rail concessions, notably Camerail in Cameroon.
OIL LOGISTICS
In 2013, the oil products distribution business in France enjoyed favorable market conditions and experienced a harsh climate during the winter, which improved results. The year was also characterized by the strong performance in the logistics, transportation and depot businesses. In 2013, the Group purchased Pétroplus Marketing France (PMF), which has signifi cant holdings in the depots in Tours (20%), Valenciennes (16%), and Mulhouse (14%) as well as in Trapil (5.5%), which operates oil pipelines and in the storage company Ra$ nerie du Midi (33.33%). CICA, in Switzerland, made new acquisitions with the purchase of 100% of S+M Tank, a storage company in Oberbipp (33,400 m3) and the exercise of a pre-emptive right on 18.7% of the share capital of the Tar depot located close to Zurich airport. The Group now holds 38.3% of this depot.
COMMUNICATIONS
At the end of the year, the Bolloré Group held 36.22% of Havas, of which Yannick Bolloré became Chairman and Chief Executive O$ cer in August 2013. For Havas, 2013 ended with a 1.6% increase in organic growth in the fourth quarter, a sharp increase compared to the beginning of the year, thanks in particular to strong performances in Europe, Asia-Pacifi c and Latin America. Business in North America has gradually recovered, backed by a new team in place and pronounced business momentum. In the free press area, the Group actively continued the development of its newspaper, Direct Matin. The digital version of the newspaper, Directmatin.fr, which was launched in March 2012, had 615,000 visitors and more than 25 million page views in December 2013. In addition, in 2013, the Group launched an additional edition called Direct Tennis, and a new topic was added to the daily paper in partnership with Slate.fr.
ELECTRICITY STORAGE AND SOLUTIONS
On October 30, 2013, Blue Solutions, which produces Lithium Metal Polymer electric batteries in its factories in Brittany and in Canada, launched an IPO on the NYSE-Euronext Paris market at a price of 14.50 euros, i.e. the maximum amount of the indicative price range. The o! er was oversubscribed 15 times. Blue Solutions holds options that are exercisable between 2016 and 2018 within entities composing the scope of Blue Solutions Bluecar®/Bluecarsharing/Autolib’, Bluebus, Bluetram, Blueboat, Bluestorage, IER, Polyconseil.
In the area of applications, on September 12, 2013, the Bolloré Group announced that they had signed a letter of intent with the Renault group to examine a collaboration to develop car-sharing solutions and to set up industrial and commercial cooperation in the area of electric vehicles. Over the year, the Group continued to grow Bluecar® rentals and sales to individuals and companies and to market Bluebus. IER, which made all of the terminals for Autolib’, Bluely and Bluecub (subscription, rental, electric charging) and Bluecar®’s onboard software, is now a major player in marketing car-sharing solutions and smart recharging terminals capable of communication. In addition, in 2013, IER launched a self-checkout terminal for convenience stores and solutions for automatic baggage drop-o! and automated check-in. Regarding Plastic fi lms, the Group continued to grow its high-end product o! erings for food industry applications.
OTHER ACTIVITIES
In the plantations sector, 2013 was characterized by a sharp decline in prices for most agricultural raw materials. During 2013, palm oil and rubber prices continued to correct themselves, as in 2012, after the peak levels reached in 2011. The average price of rubber in 2013 (TSR 20 FOB Singapore), 2,517 US dollars per metric ton, fell more than 20% compared to the average price in 2012, due to the announcement in late February that e! orts to support prices in Thailand were being abandoned and also due to the considerable amount of global inventory accompanied by a decrease in demand, particularly in China. Prices reached their lowest level at 2,159 US dollars per metric ton in mid-July, before experiencing a temporary reversal in the third quarter of 2013 in light of better Chinese production figures than anticipated. As at December 31, 2013, the price of rubber bounced back to 2,265 US dollars per metric ton. Despite a record soy harvest in 2013, palm oil prices proved resilient throughout the year. They benefi ted in part from oil prices, conducive to the production of biodiesel using palm oil. On the Rotterdam market, the annual average price of palm oil (CPO CIF Rotterdam) was 857 US dollars per metric ton, down 15% compared to 2012. The average price of palm oil during the second half of 2013 came to 852 US dollars per metric ton, stable compared to the fi rst half of the year. As at December 31, 2013, prices amounted to 900 US dollars per metric ton.
12.2. TRENDS SEEN IN THE CURRENT PERIOD
The diversity of the Group’s businesses and investments means that its overall situation should not change signifi cantly over the coming months. Volumes in Transportation and logistics during the first several months of 2014 dipped slightly as a result of climatic conditions that adversely a! ected the oil logistics business. In addition, the Group is still involved in the operational development of electric batteries, electric vehicles and stationary applications.
TRANSPORTATION AND LOGISTICS
Bolloré Logistics is continuing to regularly study possible acquisitions in order to consolidate its network and secure the fl ows of its main clients in its branch o$ ces. In the Middle East, projects are in progress, notably in Qatar, Oman and Saudi Arabia, which should strengthen the Group’s presence in this region in the future. In 2014, Bolloré Logistics will continue its investment policy, which will include in particular the construction of new installations in Roissy and in Houston, the construction of new o$ ces in Nantes and improving IT capacities, notably in the area of supply chain.
72 14. GOVERNING AND SENIOR MANAGEMENT BODIES
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Growth in Bolloré Africa Logistics’ business in 2014 will be led by the development of new projects. The outlook for the year in progress includes the ramp-up of the operation of the petroleum port of Pemba in Mozambique, the start-up of operations of the Terminal concession in Dakar, Senegal and continued rail development in Africa with the expansion of the railway between Benin and Niger and the roll-out of new trains in Cameroon to serve the north and south of the country. To preserve its position as leading port operator in Africa, Bolloré Africa Logistics will continue to respond to calls for tender for new port concessions in Africa and to diversify its portfolio of port terminals in other emerging countries. Lastly, Bolloré Africa Logistics will rely on its locations in the continent to undertake related business activities (bulk or conventional terminals; airport services; distri- bution) and to develop an area of expansion for Blue Solutions, the Bolloré Group’s electricity storage businesses.
OIL LOGISTICS
At the beginning of 2014, the Group acquired the remainder of LCN’s shares, as planned, and now holds 100% of the share capital. The oil logistics business anticipates volumes stabilizing for 2014 with the absorption of LCN and will focus on integrating PMF trading and creating profi table logistic synergies.
COMMUNICATIONS
The roll-out of the strategy to integrate Havas’ creative, media and digital teams continued in 2013 and early 2014. Two new Havas Villages were opened in New York and in Singapore. This new customer-oriented structure allows Havas to be more agile, more innovative and more responsive to industry changes. For 2014, the Havas group is maintaining its internal growth objectives higher than the objectives achieved in 2013. Furthermore, in a di$ cult advertising environment, the Bolloré Group continued to develop the Direct Matin newspaper and strengthen its reputation with new editorial partnerships.
ELECTRICITY STORAGE AND SOLUTIONS
For 2014, Blue Solutions aims to produce approximately 2,400 to 2,600 30-kilowatt-hours batteries and to achieve around 90 to 100 million euros in consolidated turnover with a balanced EBITDA. Blue Solutions, which produces Lithium Metal Polymer electric batteries in its factories in Brittany and in Canada, has a capacity of 300,000 megawatt-hours, which will eventually be increased to 1 gigawatt-hour, or around 32,500 batteries. At the end of 2014, the Group anticipates reaching 60,000 “Premium” subscribers over all of its car-sharing projects in France and making 500 additional cars available on Autolib’, which will increase its fl eet to 2,500 Bluecar® vehicles. After launching Bluely car-sharing services in Lyon Villeurbanne and Bluecub car-sharing services in Bordeaux in 2013, the Group intends to continue implementing electric vehicle car-sharing solutions in France and abroad. The Group is continuing to develop new projects such as Bluetram, for which it announced the construction of a factory in Brittany for early 2015, representing a 10 million euros investment with a production capacity of 50 Bluetram per year. In addition to mobility, the Group is also developing stationary applications for renewable energies, smartgrid, etc. It has created an innovative solution for the African continent, “Blue Zone”, which allows the installation of solar-powered batteries at autonomous community facilities (including clinics, schools, movie theaters, sports fi elds, etc.). Furthermore, the Group has submitted an application to deploy 16,000 terminals throughout France. As part of its Automatic Systems subsidiary’s development strategy in France and abroad, IER opened a new industrial site in Persan (Île-de-France) with the goal of doubling its production capacity while accelerating the renewal of its Outdoor product ranges (highway, parking, perimeter access barriers, etc.).
For Plastic fi lms, 2014 is expected to see an improvement in results with the development of Bolphane’s business catalog.
OTHER ACTIVITIES
Regarding plantations, 2014 forecasts for global rubber production remain greater than forecast consumption. In a market still experi- encing a surplus this year, prices are expected to remain volatile, close to current low levels (2,000 US dollars per metric ton, FOB Singapore). As for palm oil, prices (CPO CIF Rotterdam) are staying above 850 US dollars per metric ton. The seasonal production decrease in Indonesia and in Malaysia leads to reduced inventories, which encourages price increases at the beginning of the year. Price changes over the coming months of 2014 will depend on di! erent factors, such as prospects for the soy harvest in South America, new measures in favor of biodiesel in Indonesia and Malaysia, the leading global producers of palm oil (with 85% of total production), and the strength of India and China’s economies, the leading importers of palm oil.
13. PROFIT FORECASTS OR ESTIMATES
The Bolloré Group does not provide any profi t forecasts or estimates.
14. GOVERNING AND SENIOR MANAGEMENT BODIES
14.1. INFORMATION ON GOVERNING AND MANAGEMENT BODIES
14.1.1. STATUTORY INFORMATION AND MANAGEMENT METHOD
The articles of association require the company to be governed by a Board of Directors with no fewer than three and no more than eighteen members, subject to the derogation permitted by law in the event of a merger. The directors are appointed by the Ordinary General Meeting. Their term of o$ ce is three years. At its meeting on March 20, 2014, the Board of Directors included a provision in its articles of association requiring each director to allocate 10% of the directors’ fees that he/she receives for performing his/her duties as a director to purchasing Bolloré securities until the consideration for his/her number of shares reaches the equivalent of one year of directors’ fees received. Board meetings are convened by the Chairman or acting Vice-Chairman, using any means of communication. The Board may only take valid decisions if at least half of its members are present; decisions are taken by majority of those members who are present or represented at the meeting. The Chairman has a casting vote in the event of a tie. The Ordinary General Meeting may, on the proposal of the Board of Directors, appoint a panel of observers to be invited to attend Board meetings with advisory status only. In accordance with the provisions of the Group’s Code of Ethics, duly amended following the recommendation of the AMF of November 3, 2010, the directors, and all other associates of the Group in general included on insiders lists, must refrain from trading in the company’s shares (i) during a period of thirty calendar days before publication of the yearly and quarterly accounts and, where applicable, the complete half-yearly accounts, and during a period of fi fteen calendar days before publication of quarterly information; (ii) at any time, as soon as they are aware of any information which, if made public, would be liable to a! ect the share price, and until such time as the information in question has been made public.
73 14. GOVERNING AND SENIOR MANAGEMENT BODIES
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The provisions of the Code of Ethics are applicable to all directors of companies a$ liated to the Group. This provision applies to all of the companies in the Group* (iii) and to all trading in listed shares of any company in the Group. The Extraordinary General Meeting of June 6, 2002 brought the articles of association into line with law no. 2001-420 of May 15, 2001, enabling, in particular, the Board of Directors to decide on one of the two methods of managing the limited company, namely separating or combining the functions of Chief Executive O$ cer and Chairman of the Board of Directors, this decision being made in the event of any appointment or renewal of the term of o$ ce of the Chairman or Chief Executive O$ cer. The management method adopted remains in force until the end of the term of o$ ce of the fi rst of these. The Board of Directors, at its meeting of June 5, 2013, ruling in accordance with statutory provisions, decided to continue combining the functions of Chairman and Chief Executive O$ cer. The Board thus renewed the term of o$ ce of Vincent Bolloré as Chairman and Chief Executive O$ cer. Subject to the powers expressly accorded by law to shareholders’ meetings and to the Board of Directors and within the scope of the company purpose, the Chairman and Chief Executive O$ cer is granted all powers to act in the name of the company in any circumstances. Furthermore, at its meeting on June 5, 2013, the Board appointed Cyrille Bolloré as Acting Chief Executive O$ cer to assist the Chairman and Chief Executive O$ cer. In accordance with article L. 225-56 of the French company law (Code de commerce), the Acting Chief Executive O$ cer has the same powers as the Chief Executive O$ cer, with regard to third parties. So as to observe good governance rules, the Extraordinary General Meeting of June 6, 2012, introduced, on a proposal from the Board of April 20, 2012, into the articles of association a provision under the terms of which the Board of Directors designates one of its members, bearing the title of Acting Vice-Chairman, delegating to him in advance the duties of Chairman and Chief Executive O$ cer in the event of the Chairman’s death or disappearance. This delegation is given to the Acting Vice-Chairman for a limited period, which may not exceed the term of o$ ce of the Chairman. In the event of death, this delegation remains valid until a new Chairman is elected. In addition, the Board of Directors may appoint from among its members one or more Vice-Chairmen responsible for chairing Board meetings if the Chairman is absent or unable to attend, if this absence is not being covered by the Acting Vice-Chairman. In accordance with the provisions of the articles of association adopted by the Extraordinary General Meeting of June 6, 2012, the Board of Directors of June 5, 2013: • re-appointed Cyrille Bolloré as Acting Vice-Chairman for the
remainder of the term of o$ ce as Chairman of Vincent Bolloré; • confi rmed Cédric de Bailliencourt and appointed Yannick Bolloré
as Vice-Chairman for the remainder of their directorships in progress and any potential renewals.
14.1.2. COMPOSITION OF THE BOARD OF DIRECTORS
On the date of this document, the Board consisted of the following 13 members:
VINCENT BOLLORÉ, Chairman and Chief Executive O$ cer Born on April 1, 1952 Date appointed: December 21, 2006 Date of last reappointment: June 5, 2013 End of term of o$ ce: December 31, 2015 Number of company shares held: 122,372
Business address Tour Bolloré 31-32, quai de Dion-Bouton 92811 Puteaux Cedex France
Expertise and management experience Industrial management, Chairman of the Bolloré Group since 1981.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chairman and Chief Executive Officer of Bolloré(1) and Bolloré
Participations; • Chairman of the Board of Directors (separate Chairman and Chief
Executive O$ cer) of Financière de l’Odet(1) and Blue Solutions(1); • Chairman of Somabol; • Chief Executive O$ cer of Omnium Bolloré and Financière V; • Director of Blue Solutions(1) (formerly Batscap), Bolloré(1), Bolloré
Participations, Financière Moncey(1), Financière de l’Odet(1), Financière V, Omnium Bolloré;
• Permanent representative of Bolloré Participations on the Board of Directors of Société Anonyme Forestière et Agricole (SAFA) and of Société Industrielle et Financière de l’Artois(1);
• Permanent representative of Bolloré Participations on the Supervisory Board of Compagnie du Cambodge(1). — Other corporate o! ces
• Vice-Chairman and member of the Supervisory Board of Vivendi(1); • Permanent representative of Bolloré on the Board of Fred & Farid
Group.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of Nord-Sumatra Investissements and Financière du Champ de Mars;
• Director of BB Group and Plantations des Terres Rouges; • Acting director of Nord-Sumatra Investissements and Financière du
Champ de Mars; • Permanent representative of Bolloré Participations on the Board of
Directors of SAFA Cameroun(1) and Bolloré Africa Logistics Congo (formerly SDV Congo). — Other corporate o! ces
• Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB) and Bereby Finances;
• Director of Centrages, Socfi naf (formerly Intercultures)(1), Liberian Agricultural Company (LAC), Plantations Nord-Sumatra Ltd, Socfi n (formerly Socfi nal)(1), Socfi nasia(1), Socfi nco, Socfi ndo and Socfi n KCD;
• Permanent representative of Bolloré Participations on the Boards of Directors of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm)(1), and Société des Caoutchoucs de Grand Bereby (SOGB)(1);
• Joint manager of Brabanta.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chairman and Chief Executive Officer of Bolloré(1) and Bolloré
Participations; • Chairman of the Board of Directors (separate Chairman and Chief
Executive O$ cer) of Financière de l’Odet(1) and Havas(1); • Chairman of Somabol; • Chief Executive O$ cer of Omnium Bolloré and Financière V; • Director of Batscap, Bolloré(1), Bolloré Participations, Matin Plus,
Financière Moncey(1), Financière de l’Odet(1), Havas(1), Havas Media France, Financière V, Omnium Bolloré;
• Permanent representative of Bolloré Participations on the Boards of Directors of Société Anonyme Forestière et Agricole (SAFA), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois(1), Société Bordelaise Africaine and Compagnie des Tramways de Rouen;
• Permanent representative of Bolloré Participations on the Supervisory Board of Compagnie du Cambodge(1). — Other corporate o! ces
• Member of the Supervisory Board of Vivendi(1); • Permanent representative of Bolloré on the Board of Fred & Farid
Paris and of Fred & Farid Group.
* Companies controlled by Vincent Bolloré. (1) Listed company.
74 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of Champ de Mars Investissements, Financière Nord-Sumatra, Nord-Sumatra Investissements and Financière du Champ de Mars;
• Director of BB Group, Champ de Mars Investissements, Financière Nord-Sumatra, Plantations des Terres Rouges(1), Bolloré Africa Logistics Gabon (formerly SDV Gabon), and Bolloré Africa Logistics Senegal (formerly SDV Senegal);
• Acting director of Nord-Sumatra Investissements and Financière du Champ de Mars;
• Permanent representative of Bolloré Participations on the Boards of Directors of Bolloré Africa Logistics Cameroun (formerly Saga Cameroun), SAFA Cameroun(1) and Bolloré Africa Logistics Congo (formerly SDV Congo). — Other corporate o! ces
• Vice-Chairman of Generali(1), Société des Caoutchoucs de Grand Bereby (SOGB)(1), and Bereby Finances;
• Director of Centrages, Socfi naf (formerly Intercultures)(1), Liberian Agricultural Company (LAC), Plantations Nord-Sumatra Ltd, Socfi n (formerly Socfi nal)(1), Socfi nasia(1), Socfi nco, Socfi ndo, Socfi n KCD, and Generali(1);
• Permanent representative of Bolloré Participations on the Boards of Directors of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm)(1), and Société des Caoutchoucs de Grand Bereby (SOGB)(1);
• Joint manager of Brabanta.
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chairman and Chief Executive Officer of Bolloré(1) and Bolloré
Participations; • Chairman of the Board of Directors (separate Chairman and Chief
Executive O$ cer) of Financière de l’Odet(1); • Chief Executive O$ cer of Omnium Bolloré, Financière V and Sofi bol; • Director of Batscap, Bolloré(1), Bolloré Participations, Direct 8,
Matin Plus, Direct Soir, Financière Moncey(1), Financière de l’Odet(1), Financière V, Omnium Bolloré and Sofi bol;
• Permanent representative of Bolloré Participations on the Boards of Directors of Société Anonyme Forestière et Agricole (SAFA), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois(1), Société Bordelaise Africaine and Compagnie des Tramways de Rouen;
• Permanent representative of Bolloré on the Board of Directors of Bolloré Média;
• Permanent representative of Bolloré Participations on the Supervisory Board of Compagnie du Cambodge(1). — Other corporate o! ces
• Chairman of the Board of Directors (separate Chairman and Chief Executive O$ cer) of Havas(1) ;
• Director of Havas(1), Havas Media France and Natixis(1) ; • Permanent representative of Bolloré on the Board of Fred & Farid
Paris and of Fred & Farid Group.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of Champ de Mars Investissements, Financière Nord-Sumatra, Nord-Sumatra Investissements and Financière du Champ de Mars;
• Director of BB Group, Champ de Mars Investissements, Financière Nord-Sumatra, Plantations des Terres Rouges(1), SDV Gabon and Bolloré Africa Logistics Senegal (formerly SDV Senegal);
• Acting director of Nord-Sumatra Investissements and Financière du Champ de Mars;
• Permanent representative of Bolloré Participations on the Boards of Directors of Bolloré Africa Logistics Cameroun (formerly Saga Cameroun), SAFA Cameroun(1) and SDV Congo. — Other corporate o! ces
• Vice-Chairman of Generali(1), Société des Caoutchoucs de Grand Bereby (SOGB)(1), and Bereby Finances;
• Director of Centrages, Socfi naf (formerly Intercultures), Liberian Agricultural Company (LAC), Mediobanca(1), Plantations Nord-Sumatra Ltd, Socfi n (formerly Socfi nal), Socfi nasia(1), Socfi nco, Socfi ndo, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Socfi n KCD, and Generali(1);
• Permanent representative of Bolloré Participations on the Boards of Directors of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm)(1), and Société des Caoutchoucs de Grand Bereby (SOGB)(1);
• Joint manager of Brabanta.
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chairman and Chief Executive Officer of Bolloré and Bolloré
Participations; • Chairman of the Board of Directors (separate Chairman and Chief
Executive O$ cer) of Financière de l’Odet; • Chairman of VEPB; • Chief Executive O$ cer of Omnium Bolloré, Financière V and Sofi bol; • Director of Batscap, Bolloré, Bolloré Participations, Direct 8,
Matin Plus, Direct Soir, Financière Moncey, Financière de l’Odet, Financière V, Omnium Bolloré, Sofi bol and VEPB;
• Permanent representative of Bolloré Participations on the Boards of Directors of Société Anonyme Forestière et Agricole (SAFA), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois, Société Bordelaise Africaine and Compagnie des Tramways de Rouen;
• Permanent representative of Bolloré on the Board of Directors of Bolloré Média;
• Permanent representative of Bolloré Participations on the Supervisory Board of Compagnie du Cambodge. — Other corporate o! ces
• Chairman of the Board of Directors (separate Chairman and Chief Executive O$ cer) of Havas;
• Director of Havas, Havas Media France and Natixis; • Permanent representative of Bolloré on the Board of Fred & Farid.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of Champ de Mars Investissements, Financière Nord-Sumatra, Nord-Sumatra Investissements and Financière du Champ de Mars;
• Director of BB Group, Champ de Mars Investissements, Financière Nord-Sumatra, Plantations des Terres Rouges, SDV Gabon and Bolloré Africa Logistics Senegal (formerly SDV Senegal);
• Acting director of Nord-Sumatra Investissements and Financière du Champ de Mars;
• Permanent representative of Bolloré Participations on the Boards of Directors of Bolloré Africa Logistics Cameroun (formerly Saga Cameroun), SAFA Cameroun and SDV Congo. — Other corporate o! ces
• Vice-Chairman of Generali, Société des Caoutchoucs de Grand Bereby (SOGB) and Bereby Finances;
• Director of Centrages, Intercultures, Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord-Sumatra Ltd, Socfinal, Socfinasia, Socfinco, Socfindo, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Socfi n KCD and Generali;
• Permanent representative of Bolloré Participations on the Boards of Directors of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraie (Socapalm) and Société des Caoutchoucs de Grand Bereby (SOGB);
• Joint manager of Brabanta.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chairman and Chief Executive Officer of Bolloré and Bolloré
Participations; • Chairman of the Board of Directors (separate Chairman and Chief
Executive O$ cer) of Financière de l’Odet; • Chairman of VEPB; • Chief Executive O$ cer of Omnium Bolloré, Financière V and Sofi
bol;
75 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
• Director of Batscap, Bolloré, Direct 8, Matin Plus, Direct Soir, Financière Moncey, Financière de l’Odet, Financière V, Omnium Bolloré, Sofi bol and VEPB;
• Permanent representative of Bolloré Participations on the Boards of Directors of Société Anonyme Forestière et Agricole (SAFA), Société des Chemins de Fer et Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois, Société Bordelaise Africaine, Compagnie des Tramways de Rouen and IER;
• Permanent representative of Bolloré on the Board of Directors of Bolloré Média;
• Permanent representative of Bolloré Participations on the Supervisory Board of Compagnie du Cambodge. — Other corporate o! ces
• Chairman of the Board of Directors (separate Chairman and Chief Executive O$ cer) of Havas;
• Director of Havas, Havas Media France and Natixis; • Permanent representative of Bolloré on the Board of Fred & Farid.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of Champ de Mars Investissements, Financière Nord-Sumatra, Nord-Sumatra Investissements and Financière du Champ de Mars;
• Director of BB Group, Champ de Mars Investissements, Financière Nord-Sumatra, Plantations des Terres Rouges, SDV Gabon and SDV Senegal;
• Acting director of Nord-Sumatra Investissements and Financière du Champ de Mars;
• Permanent representative of Bolloré Participations on the Boards of Directors of SDV Cameroun, SAFA Cameroun and SDV Congo. — Other corporate o! ces
• Vice-Chairman of Société des Caoutchoucs du Grand Bereby (SOGB) and Bereby Finances;
• Director of Centrages, Intercultures, Liberian Agricultural Company (LAC), Mediobanca, Plantations Nord-Sumatra Ltd, Socfinaf Company Ltd, Socfi nal, Socfi nasia, Socfi nco, Socfi ndo, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol) and Socfi n KCD;
• Permanent representative of Bolloré Participations on the Boards of Directors of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm), Société des Palmeraies de la Ferme Suisse and Société des Caoutchoucs de Grand Bereby (SOGB);
• Joint manager of Brabanta.
CYRILLE BOLLORÉ, Acting Vice-Chairman, Acting Chief Executive O$ cer Born on July 19, 1985 Date appointed: June 10, 2009 Date of last reappointment: June 5, 2013 End of term of o$ ce: December 31, 2015 Number of company shares held: 10
Business address Tour Bolloré 31-32, quai de Dion-Bouton 92811 Puteaux Cedex
Expertise and management experience Graduate of the University of Paris-IX-Dauphine (Master [MSc] in Economics and Management – Major in Finance). Deputy Manager of Supplies and Logistics of Bolloré Énergie from November 2007 to November 2008. Manager of Supplies and Logistics of Bolloré Énergie from December 2008 to August 2010. Chief Executive O$ cer of Bolloré Énergie from September 1, 2010 to September 2011. Chairman of Bolloré Énergie since October 3, 2011. Acting Vice-Chairman of Bolloré since August 31, 2012. Chairman of Bolloré Logistics since January 6, 2014. Acting Chief Executive O$ cer of Bolloré since June 5, 2013.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chairman of the Board of Directors of Bolloré Énergie and SFDM
(Société Française Donges-Metz); • Acting Chief Executive O$ cer of Bolloré(1); • Acting Vice-Chairman of Bolloré(1); • Director of Bolloré(1), Bolloré Énergie, Bolloré Participations,
Financière de l’Odet(1), Financière V, Omnium Bolloré, SFDM, Société Industrielle et Financière de l’Artois(1) and Blue Solutions(1);
• Permanent representative of Compagnie du Cambodge on the Board of Financière Moncey(1);
• Permanent representative of Sofi prom on the Board of La Charbonnière; • Chairman of the Supervisory Board of Sofi bol and Compagnie du
Cambodge(1); • Member of the Supervisory Board of Compagnie du Cambodge(1); • Chairman of BlueElec.
— Other corporate o! ces • Chairman of the FFPI (Fédération Française des Pétroliers
Indépendants); • Director of Combustibles de Normandie; • Member of the Management Board of Société des Pipelines de
Strasbourg SARL; • Permanent representative of Bolloré Énergie on the Board of
Directors of SAGESS (Société Anonyme de Gestion de Stocks de Sécurité);
• Permanent representative of Petroplus Marketing France SAS on the Board of Directors of Trapil.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of CICA SA (CH), Satram Huiles SA (CH), Financière du Champ de Mars, SFA SA, Nord-Sumatra Investissements and Plantations des Terres Rouges ;
• Director of CIPCH BV (NL). — Other corporate o! ces
None.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chairman of the Board of Directors of Bolloré Énergie and of SFDM • (Société Française Donges-Metz); • Acting Vice-Chairman of Bolloré; • Director of Bolloré(1), Bolloré Énergie, Bolloré Participations,
Financière de l’Odet(1), Financière V, Omnium Bolloré and SFDM; • Permanent representative of Sofi prom on the Board of La Charbonnière; • Chairman of the Supervisory Board of Sofi bol.
— Other corporate o! ces • Chairman of the FFPI (Fédération Française des Pétroliers
Indépendants); • Director of Combustibles de Normandie; • Member of the Management Board of Société des Pipelines de
Strasbourg SARL; • Permanent representative of Bolloré Énergie on the Board of
Directors of SAGESS (Société Anonyme de Gestion de Stocks de Sécurité).
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of CICA and Satram Huiles SA; • Director of CIPCH BV.
— Other corporate o! ces None.
(1) Listed company.
76 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chairman of Bolloré Énergie; • Chairman of the Board of Directors of SFDM; • Director of Bolloré(1), Bolloré Participations, Financière de l’Odet(1),
Financière V, Omnium Bolloré, SFDM and Sofi bol; • Permanent representative of Sofi prom on the Board of La Charbonnière,
— Other corporate o! ces • Director of Combustibles de Normandie; • Member of the Management Board of Société des Pipelines de
Strasbourg SARL; • Permanent representative of Bolloré Énergie on the Board of
Directors of SAGESS (Société Anonyme de Gestion de Stocks de Sécurité).
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of CICA and Satram Huiles SA; • Director of CIPCH BV.
— Other corporate o! ces None.
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré, Bolloré Participations, Financière de l’Odet,
Financière V, Omnium Bolloré and Sofi bol; • Chief Executive O$ cer of Bolloré Énergie; • Manager of Supplies and Logistics of Bolloré Énergie.
— Other corporate o! ces • Member of the Executive Committee of Dépôt Pétrolier de Lorient
SAS; • Member of the Executive Committee of Entrepôt Pétrolier de
Chambéry SAS; • Member of the Executive Committee of Société du Dépôt de La
Pallice SAS; • Member of the Management Board of Société des Pipelines de
Strasbourg SARL; • Director of the company Les Combustibles de Normandie.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of CICA. — Other corporate o! ces
None.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré, Bolloré Participations, Financière V, Omnium
Bolloré and Sofi bol; • Manager of Supplies and Logistics of Bolloré Énergie.
— Other corporate o! ces • Member of the Executive Committee of Dépôt Pétrolier de Lorient
SAS; • Member of the Executive Committee of Entrepôt Pétrolier de
Chambéry SAS; • Member of the Executive Committee of Société du Dépôt de La
Pallice SAS; • Member of the Management Board of Société des Pipelines de
Strasbourg SARL.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
YANNICK BOLLORÉ, Vice-Chairman Born on February 1, 1980 Date appointed: June 10, 2009 Date of last reappointment: June 5, 2013 End of term of o$ ce: December 31, 2015 Number of company shares held: 2,452
Business address Havas 29-30, quai de Dion-Bouton 92811 Puteaux Cedex
Expertise and management experience Graduate of the University of Paris-IX-Dauphine. Director of Programming at the digital terrestrial TV station Direct 8 from July 2006 to September 2012. Chief Executive O$ cer of the Television, Internet and Diversifi cation division at Bolloré Média from November 2008 to December 2012. Chief Executive O$ cer of Bolloré Média from 2009 to December 2012. Vice-Chairman of Havas since March 2011. Deputy Chief Executive O$ cer of Havas since August 2012. Vice-Chairman of Bolloré since June 5, 2013. Chairman and Chief Executive O$ cer of Havas since August 30, 2013.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chief Executive O$ cer of Havas(1); • Vice-Chairman of Bolloré(1); • Director of Bolloré(1) Bolloré Participations, Financière de l’Odet(1) ,
Financière V, Havas(1) and, Omnium Bolloré; • Member of the Executive Board of JC Decaux Bolloré Holding; • Member of the Supervisory Board of Sofi bol; • Director of Havas Media France; • Permanent representative of Havas on the Board of Médiamétrie
and W and CIE; • Director of Havas Worldwide Paris; • Chairman of Havas 360; • Member of the Supervisory Board of MFG R&D.
— Other corporate o! ces None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of Media Planning Group SA; • Director of Arena Communications Network, SL.
— Other corporate o! ces None.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1), Bolloré Participations, Financière V, Havas(1)
and Omnium Bolloré; • Permanent representative of Socfrance on the Board of Directors
of Financière de l’Odet(1); • Member of the Executive Board of JC Decaux Bolloré Holding; • Member of the Supervisory Board of Sofi bol; • Director of Havas Media France; • Deputy Chief Executive O$ cer of Havas(1); • Permanent representative of Havas on the Board of Médiamétrie; • Director of Havas Worldwide Paris; • Chairman of Havas 360.
— Other corporate o! ces None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of Media Planning Group SA. — Other corporate o! ces
None.
(1) Listed company.
77 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chief Executive O$ cer of Bolloré Média; • Chairman of Direct Productions; • Director of Bolloré(1), Bolloré Média, Bolloré Participations, Direct 8,
Direct Star, Financière V, Omnium Bolloré and Sofi bol; • Permanent representative of Socfrance on the Board of Directors
of Financière de l’Odet(1); • Member of the Executive Board of JC Decaux Bolloré Holding; • Permanent representative of Bolloré Média on the Board of CSA
TMO Holding. — Other corporate o! ces
• Chairman of H2O Productions; • Director of Havas(1), Havas Media France; • Permanent representative of Havas on the Board of Médiamétrie.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chief Executive O$ cer of Bolloré Média and Direct Star; • Chairman of Direct Productions; • Director of Bolloré, Bolloré Média, Bolloré Participations, Direct 8,
Direct Star, Financière V, Omnium Bolloré and Sofi bol; • Permanent representative of Socfrance on the Board of Directors
of Financière de l’Odet. — Other corporate o! ces
• Chairman of H2O Productions; • Director of Havas and Havas Media France; • Permanent representative of Havas on the Board of Médiamétrie.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Chief Executive O$ cer of Bolloré Média and Direct 8; • Chairman of Direct Productions; • Director of Bolloré, Bolloré Média, Bolloré Participations, Direct 8,
Financière V, Omnium Bolloré, and Sofi bol; • Permanent representative of Socfrance on the Board of Directors
of Financière de l’Odet. — Other corporate o! ces
• Permanent representative of Havas on the Board of Médiamétrie.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Senegal Hotels et Loisirs Hotels Casamance.
CÉDRIC DE BAILLIENCOURT, Vice-Chairman Born on July 10, 1969 Date appointed: December 12, 2002 Date of last reappointment: June 5, 2013 End of term of o$ ce: December 31, 2015 Number of company shares held: 10,063
Business address Tour Bolloré 31-32, quai de Dion-Bouton 92811 Puteaux Cedex
Expertise and management experience Chief Financial O$ cer of the Bolloré Group since 2008. Vice-Chairman of Bolloré since August 31, 2012 and Chief Executive O$ cer of Financière de l’Odet since December 12, 2002. He joined the Bolloré Group in 1996.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman and Chief Executive O$ cer of Financière de l’Odet(1); • Vice-Chairman of Bolloré(1); • Chairman of the Management Board of Compagnie du Cambodge(1); • Chairman of the Boards of Directors of Compagnie des Tramways
de Rouen, Financière Moncey(1), Société des Chemins de Fer and Tramways du Var et du Gard, and Société Industrielle et Financière de l’Artois(1);
• Chairman of Blueboat (formerly Compagnie de Bénodet), Compagnie des Glénans, Compagnie de Tréguennec, Compagnie de Cornouaille, Compagnie de Guénolé, Compagnie de Guilvinec, Compagnie de Pleuven, Financière V, Financière de Beg Meil, Financière de Bréhat, Financière d’Ouessant, Bluestorage (formerly Financière de Loctudy), Financière du Perguet, Financière de Sainte-Marine, Financière de Pont-Aven and Imperial Mediterranean;
• Manager of Socarfi and Compagnie de Malestroit; • Director of Bolloré(1), Bolloré Participations, Compagnie des
Tramways de Rouen, Financière V, Financière Moncey(1), Omnium Bolloré, Société Industrielle et Financière de l’Artois(1), Financière de l’Odet(1) and Société des Chemins de Fer et Tramways du Var et du Gard;
• Member of the Management Board of Compagnie du Cambodge(1); • Permanent representative of Bolloré on the Boards of Directors of
Havas(1) and Socotab; of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA); and of Bolloré Participations on the Board of Société Bordelaise Africaine;
• Member of the Supervisory Board of Sofi bol. — Other corporate o! ces
• Director of the musée national de la Marine; • Permanent representative of Bolloré on the Supervisory Board of
Vallourec(1); • Permanent representative of Compagnie du Cambodge on the
Supervisory Board of Banque Hottinguer (formerly Jean-Philippe Hottinguer & Cie).
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of the Board of Directors of Plantations des Terres Rouges, PTR Finances and SFA;
• Director of African Investment Company, Champ de Mars Investissements, Financière Nord-Sumatra, Financière du Champ de Mars, Forestière Équatoriale(1), BB Group, PTR Finances, Plantations des Terres Rouges, SFA, Sorebol, and Technifi n;
• Permanent representative of Pargefi Helios Iberica Luxembourg SA on the Board of Participaciones y gestion fi nanciera SA;
• Permanent representative of Bolloré Participations on the Board of Nord-Sumatra Investissements. — Other corporate o! ces
• Permanent representative of Bolloré Participations on the Boards of Socfi nasia(1), Socfi naf (formerly Intercultures)(1), Socfi nde, Terrasia, Socfi n (formerly Socfi nal)(1), Induservices SA, Centrages, Immobilière de la Pépinière, Socfi nco, and Agro Products Investment Company;
• Permanent representative of SAFA on the Board of SAFA Cameroun.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman and Chief Executive O$ cer of Financière de l’Odet(1); • Vice-Chairman of Bolloré(1); • Chairman of the Management Board of Compagnie du Cambodge(1); • Chairman of the Boards of Directors of Compagnie des Tramways
de Rouen, Financière Moncey(1), Société des Chemins de Fer et Tramways du Var et du Gard, and Société Industrielle et Financière de l’Artois(1);
(1) Listed company.
78 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
• Chairman of Compagnie de Bénodet, Compagnie des Glénans, Compagnie de Tréguennec, Compagnie de Cornouaille, Compagnie de Guénolé, Compagnie de Guilvinec, Compagnie de Pleuven, Financière V, Financière de Beg Meil, Financière de Bréhat, Financière de Kerdévot, Financière d’Ouessant, Financière de Loctudy, Financière du Perguet, Financière de Sainte-Marine, Financière de Pont-Aven, Imperial Mediterranean and Omnium Bolloré;
• Manager of Socarfi and Compagnie de Malestroit; • Director of Bolloré(1), Bolloré Participations, Compagnie des
Tramways de Rouen, Financière V, Financière Moncey(1), Omnium Bolloré, Société Industrielle et Financière de l’Artois(1), Financière de l’Odet(1) and Société des Chemins de Fer et Tramways du Var et du Gard;
• Member of the Management Board of Compagnie du Cambodge(1); • Permanent representative of Bolloré on the Boards of Batscap,
Havas(1) and Socotab; and of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA);
• Member of the Supervisory Board of Sofi bol. — Other corporate o! ces
• Permanent representative of Bolloré on the Supervisory Board of Vallourec(1);
• Permanent representative of Compagnie du Cambodge on the Supervisory Board of Banque Hottinguer (formerly Banque Jean-Philippe Hottinguer & Cie).
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of the Board of Directors of Plantations des Terres Rouges(1), PTR Finances and SFA;
• Director of African Investment Company, Champ de Mars Investissements, Financière Nord-Sumatra, Cormoran Participations, Financière du Champ de Mars, Forestière Équatoriale(1), BB Group, PTR Finances, Plantations des Terres Rouges(1), SFA, Sorebol and Technifi n;
• Permanent representative of Pargefi Helios Iberica Luxembourg SA on the Board of Participaciones y gestion fi nanciera SA;
• Permanent representative of Bolloré Participations on the Board of Nord-Sumatra Investissements. — Other corporate o! ces
• Permanent representative of Bolloré Participations on the Boards of Socfi nasia(1), Socfi naf (formerly Intercultures)(1), Socfi nde, Terrasia, Socfi n (formerly Socfi nal)(1), Induservices SA, Centrages, Immobilière de la Pépinière, Socfi nco, and Agro Products Investment Company.
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman and Chief Executive O$ cer of Financière de l’Odet(1); • Vice-Chairman and Chief Executive O$ cer of Bolloré(1); • Chairman of the Management Board of Compagnie du Cambodge(1), • Chairman of the Boards of Directors of Compagnie des Tramways
de Rouen, Financière Moncey(1), Société des Chemins de Fer et Tramways du Var et du Gard, and Société Industrielle et Financière de l’Artois(1);
• Chairman of Sofibol, Compagnie de Bénodet, Compagnie des Glénans, Compagnie de Tréguennec, Compagnie de Cornouaille, Compagnie de Guénolé, Compagnie de Guilvinec, Compagnie de Pleuven, Financière V, Financière de Beg Meil, Financière de Bréhat, Financière de Kerdévot, Financière d’Ouessant, Financière de Loctudy, Financière du Perguet, Financière de Sainte-Marine, Financière de Pont-Aven, Imperial Mediterranean and Omnium Bolloré;
• Manager of Socarfi , Financière du Loch and Compagnie de Malestroit; • Director of Bolloré(1), Bolloré Participations, Compagnie des
Tramways de Rouen, Financière V, Financière Moncey(1), Omnium Bolloré, Sofibol, Société Industrielle et Financière de l’Artois(1), Financière de l’Odet(1) and Société des Chemins de Fer et Tramways du Var et du Gard;
• Member of the Management Board of Compagnie du Cambodge(1); • Permanent representative of Bolloré on the Boards of Batscap and
Socotab; and of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA).
— Other corporate o! ces • Permanent representative of Bolloré on the Board of Directors of
Havas(1) and on the Supervisory Board of Vallourec(1); • Permanent representative of Compagnie du Cambodge on the
Supervisory Board of Banque Jean-Philippe Hottinguer & Cie.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of the Board of Directors of Plantations des Terres Rouges(1), PTR Finances and SFA;
• Director of African Investment Company, Champ de Mars Investissements, Financière Nord-Sumatra, Cormoran Participations, Financière du Champ de Mars, Forestière Équatoriale(1), BB Group, PTR Finances, Plantations des Terres Rouges(1), SFA, Sorebol and Technifi n;
• Permanent representative of Pargefi Helios Iberica Luxembourg SA on the Board of Participaciones y gestion fi nanciera SA;
• Permanent representative of Bolloré Participations on the Board of Nord-Sumatra Investissements. — Other corporate o! ces
• Permanent representative of Bolloré Participations on the Boards of Socfi nasia(1), Socfi naf (formerly Intercultures)(1), Socfi nde, Terrasia, Socfi n (formerly Socfi nal)(1), Induservices SA, Centrages, Immobilière de la Pépinière, Socfi nco, Sogescol and Agro Products Investment Company.
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman and Chief Executive O$ cer of Financière de l’Odet; • Vice-Chairman and Chief Executive O$ cer of Bolloré; • Chairman of the Boards of Directors of Compagnie des Tramways
de Rouen, Financière Moncey, Société des Chemins de Fer et Tramways du Var et du Gard, and Société Industrielle et Financière de l’Artois;
• Chairman of Sofibol, Compagnie de Bénodet, Compagnie de Tréguennec, Compagnie de Cornouaille, Compagnie de Guénolé, Compagnie de Guilvinec, Compagnie de Pleuven, Financière V, Financière de Beg Meil, Financière de Bréhat, Financière de Quiberon, Financière d’Ouessant, Financière de Loctudy, Financière du Perguet, Financière de Sainte-Marine, Financière de Pont-Aven, Imperial Mediterranean and Omnium Bolloré;
• Manager of Socarfi , Financière du Loch and Compagnie de Malestroit; • Director of Bolloré, Bolloré Participations, Compagnie des Tramways
de Rouen, Financière V, Financière Moncey, Omnium Bolloré, Sofi bol, Société Industrielle et Financière de l’Artois, Financière de l’Odet and Société des Chemins de Fer et Tramways du Var et du Gard;
• Member of the Board of Directors of Compagnie du Cambodge; • Permanent representative of Bolloré on the Boards of Batscap and
Socotab; and of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA). — Other corporate o! ces
• Permanent representative of Bolloré on the Board of Directors of Havas;
• Permanent representative of Compagnie du Cambodge on the Supervisory Board of Banque Jean-Philippe Hottinguer & Cie.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of the Board of Directors of Financière de Kéréon and Plantations des Terres Rouges;
• Acting Director of Financière de Kéréon; • Director of African Investment Company, Champ de Mars
Investissements, Financière Nord-Sumatra, Cormoran Participations, Financière du Champ de Mars, Forestière Équatoriale, BB Group, PTR Finances, Plantations des Terres Rouges, SFA, Sorebol, and Technifi n;
• Permanent representative of Pargefi Helios Iberica Luxembourg SA on the Board of Participaciones y gestion fi nanciera SA;
• Permanent representative of Bolloré Participations on the Board of Nord-Sumatra Investissements.
(1) Listed company.
79 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
— Other corporate o! ces • Permanent representative of Bolloré Participations on the Boards of
Socfi nasia, Intercultures, Socfi nde, Terrasia, Socfi nal, Induservices SA, Centrages, Immobilière de la Pépinière, Socfi nco, Sogescol and Agro Products Investment Company.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman and Chief Executive O$ cer of Financière de l’Odet; • Vice-Chairman and Chief Executive O$ cer of Bolloré; • Chairman of the Boards of Directors of Compagnie des Tramways
de Rouen, Financière Moncey, and Société des Chemins de Fer et Tramways du Var et du Gard;
• Chairman and Chief Executive O$ cer of Société Industrielle et Financière de l’Artois;
• Chairman of Sofi bol, Compagnie de Cornouaille, Compagnie de Guénolé, Compagnie de Guilvinec, Compagnie de Pleuven, Financière V, Financière de Beg Meil, Financière de Bréhat, Financière de Quiberon, Financière d’Ouessant, Financière de Loctudy, Financière du Perguet, Financière de Sainte-Marine, Financière de Pont-Aven, Imperial Mediterranean and Omnium Bolloré;
• Manager of Socarfi , Financière du Loch and Compagnie de Malestroit; • Director of Bolloré, Bolloré Participations, Compagnie des Tramways
de Rouen, Financière V, Financière Moncey, Omnium Bolloré, Saga, Sofi bol, Société Industrielle et Financière de l’Artois, Financière de l’Odet and Société des Chemins de Fer et Tramways du Var et du Gard;
• Permanent representative of Bolloré on the Boards of Batscap and Socotab; and of Financière V on the Board of Société Anonyme Forestière et Agricole (SAFA). — Other corporate o! ces
• Permanent representative of Bolloré on the Board of Directors of Havas;
• Permanent representative of Compagnie du Cambodge on the Supervisory Board of Banque Jean-Philippe Hottinguer & Cie.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of the Board of Directors of Financière de Kéréon; • Acting Director of Financière de Kéréon; • Director of African Investment Company, Arlington Investissements,
Elycar Investissements (previously called Carlyle Investissements), Champ de Mars Investissements, Financière Nord-Sumatra, Cormoran Participations, Dumbarton Invest., Latham Invest., Financière du Champ de Mars, Forestière Équatoriale, BB Group, PTR Finances, Peachtree Invest., Renwick Invest., SFA, Sorebol, Swann Investissements and Technifi n;
• Permanent representative of Bolloré Participations on the Boards of Plantations des Terres Rouges and Nord-Sumatra Investissements. — Other corporate o! ces
• Permanent representative of Bolloré Participations on the Boards of Socfi nasia, Intercultures, Socfi nde, Terrasia, Socfi nal, Induservices SA, Centrages, Immobilière de la Pépinière, Socfi nco, Sogescol and Agro Products Investment Company.
BOLLORÉ PARTICIPATIONS Date appointed: June 29, 1992 Date of last reappointment: June 5, 2013 End of term of o$ ce: December 31, 2015 Permanent representative: Gilles Alix Number of company shares held: 37,452
Business address (headquarter) Tour Bolloré 31-32, quai de Dion-Bouton 92811 Puteaux Cedex
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Member of the Supervisory Board of Compagnie du Cambodge(1);
• Director of Bolloré(1), Compagnie des Tramways de Rouen, Financière de l’Odet(1), Société des Chemins de Fer et Tramways du Var et du Gard, Société Anonyme Forestière et Agricole (SAFA), Société Bordelaise Africaine, and Société Industrielle et Financière de l’Artois(1). — Other corporate o! ces
• None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of Nord Sumatra Investissements, SAFA Cameroun(1), Bolloré Africa Logistics Congo (formerly SDV Congo), and SFA. — Other corporate o! ces
• Director of Agro Products Investment Company Ltd, Bereby Finances, Centrages, Immobilière de la Pépinière, Socfi nco, Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm)(1), Société des Caoutchoucs du Grand Bereby (SOGB)(1), Socfinaf (formerly Compagnie Internationale de Cultures)(1), Induservices, Socfi n (formerly Socfi nal)(1), Socfi nasia(1), Socfi nde and Terrasia.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Member of the Supervisory Board of Compagnie du Cambodge(1); • Director of Bolloré(1), Compagnie des Tramways de Rouen, Financière
de l’Odet(1), Société des Chemins de Fer et Tramways du Var et du Gard, Société Anonyme Forestière et Agricole (SAFA), Société Bordelaise Africaine, and Société Industrielle et Financière de l’Artois(1). — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of Bolloré Africa Logistics Cameroun, Nord Sumatra Investissements, SAFA Cameroun(1), Bolloré Africa Logistics Congo (formerly SDV Congo) and SFA. — Other corporate o! ces
• Director of Agro Products Investment Company Ltd, Bereby Finances, Centrages, Immobilière de la Pépinière, Socfinco, Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm)(1), Société des Caoutchoucs du Grand Bereby (SOGB)(1), Socfi naf (formerly Compagnie Internationale de Cultures)(1), Induservices, Socfi n (formerlySocfi nal)(1), Socfi nasia(1), Socfi nde and Terrasia.
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Member of the Supervisory Board of Compagnie du Cambodge(1); • Director of Bolloré(1), Compagnie des Tramways de Rouen,
Financière de l’Odet(1), Société des Chemins de Fer et Tramways du Var et du Gard, Société Anonyme Forestière et Agricole (SAFA), Société Bordelaise Africaine, and Société Industrielle et Financière de l’Artois(1). — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of Bolloré Africa Logistics Cameroun, Nord Sumatra Investissements, SAFA Cameroun(1), SDV Congo and SFA. — Other corporate o! ces
• Director of Agro Products Investment Company Ltd, Bereby Finances, Centrages, Immobilière de la Pépinière, Socfi nco, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm)(1), Société des Caoutchoucs du Grand Bereby (SOGB)(1), Socfi naf (formerly Compagnie Internationale de Cultures)(1), Induservices, Socfi n (formerly Socfi nal)(1), Socfi nasia(1), Socfi nde and Terrasia.
(1) Listed company.
80 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Member of the Supervisory Board of Compagnie du Cambodge; • Director of Bolloré, Compagnie des Tramways de Rouen, Financière
de l’Odet, Société des Chemins de Fer et Tramways du Var et du Gard, Société Anonyme Forestière et Agricole (SAFA), Société Bordelaise Africaine and Société Industrielle et Financière de l’Artois. — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of Bolloré Africa Logistics Cameroun, Nord-Sumatra Investissements, SAFA Cameroun, SDV Congo and SFA. — Other corporate o! ces
• Director of Agro Products Investment Company Ltd, Bereby Finances, Centrages, Immobilière de la Pépinière, Socfi nco, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm), Société des Caoutchoucs de Grand Bereby (SOGB), Compagnie Internationale de Cultures, Induservices, Socfi nal, Socfi nasia, Socfi nde and Terrasia.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Member of the Supervisory Board of Compagnie du Cambodge; • Director of Bolloré, Compagnie des Tramways de Rouen, Compagnie
des Glénans, Financière de l’Odet, IER, Société des Chemins de Fer et Tramways du Var et du Gard, Société Anonyme Forestière et Agricole (SAFA), Société Bordelaise Africaine and Société Industrielle et Financière de l’Artois. — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Director of Nord-Sumatra Investissements, SAFA Cameroun, SDV Cameroun, SDV Congo, Plantations des Terres Rouges and SFA. — Other corporate o! ces
• Director of Agro Products Investment Company Ltd, Bereby Finances, Centrages, Immobilière de la Pépinière, Socfi nco, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Palmeraies du Cameroun (Palmcam), Société Camerounaise de Palmeraies (Socapalm), Société des Palmeraies de la Ferme Suisse, Société des Caoutchoucs de Grand Bereby (SOGB), Compagnie Internationale de Cultures, Induservices, Socfinal, Socfinasia, Socfi nde and Terrasia.
MARIE BOLLORÉ Born on May 8, 1988 Date appointed: June 9, 2011 End of term of o$ ce: December 31, 2013 Number of company shares held: 5
Business address Tour Bolloré 31-32, quai de Dion-Bouton 92811 Puteaux Cedex
References and professional activities 2012-2013: Master 2 in Management, Business Process Manager course at the University of Paris-IX-Dauphine 2010-2011: Master 1 in Marketing at the University of Paris-IX-Dauphine. 2006-2010: Degree in Management at the University of Paris-IX- Dauphine.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1), Financière de l’Odet(1), Bolloré Participations,
Financière V and Omnium Bolloré; • Member of the Supervisory Board of Sofi bol.
— Other corporate o! ces None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1), Financière de l’Odet(1), Bolloré Participations,
Financière V and Omnium Bolloré; • Member of the Supervisory Board of Sofi bol.
— Other corporate o! ces None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1), Financière de l’Odet(1), Bolloré Participations,
Financière V, Omnium Bolloré and Sofi bol; • Permanent representative of Financière V on the Board of Bolloré
(from February 10, 2011 to June 9, 2011). — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré Participations, Financière V, Omnium Bolloré and
Sofi bol. — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré Participations, Financière V, Omnium Bolloré and
Sofi bol. — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
(1) Listed company.
81 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
SÉBASTIEN BOLLORÉ Born on January 24, 1978 Date appointed: June 10, 2010 Date of last reappointment: June 5, 2013 End of term of o$ ce: December 31, 2015 Number of company shares held: 1
Business address Tour Bolloré 31-32, quai de Dion-Bouton 92811 Puteaux Cedex
Expertise and management experience After attending school at Gerson and Saint-Jean-de-Passy, Sébastien Bolloré obtained his baccalaureate and studied management at the ISEG and then at UCLA (California). Having spent more than half of his time in America or Asia, Sébastien Bolloré advises the Group on new media and technological developments.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Development Manager; • Chairman of Omnium Bolloré; • Director of Bolloré(1), Bolloré Participations, Financière V, Omnium
Bolloré and Société Industrielle et Financière de l’Artois(1); • Permanent representative of Plantations des Terres Rouges on the
Board of Compagnie du Cambodge(1); • Member of the Supervisory Board of Sofi bol; • Permanent representative of Socfrance on the Board of Financière
de l’Odet(1); — Other corporate o! ces
• Director of Bigben Interactive(1).
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Development Manager; • Director of Bolloré(1), Bolloré Participations, Financière V, Omnium
Bolloré and Société Industrielle et Financière de l’Artois(1); • Permanent representative of Plantations des Terres Rouges on the
Board of Compagnie du Cambodge(1); • Member of the Supervisory Board of Sofi bol.
— Other corporate o! ces • Director of Bigben Interactive(1).
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Development Manager; • Director of Bolloré(1), Bolloré Participations, Financière V, Omnium
Bolloré, Société Industrielle et Financière de l’Artois(1) and Sofi bol; • Permanent representative of Plantations des Terres Rouges on the
Board of Compagnie du Cambodge(1). — Other corporate o! ces
• Director of Bigben Interactive(1)
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Development Manager; • Director of Bolloré, Bolloré Participations, Financière V, Omnium
Bolloré and Sofi bol; • Permanent representative of Plantations des Terres Rouges on the
Board of Compagnie du Cambodge. — Other corporate o! ces
• Director of Bigben Interactive.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Development Manager; • Director of Bolloré Participations, Financière V, Omnium Bolloré and
Sofi bol; • Permanent representative of Plantations des Terres Rouges on the
Board of Compagnie du Cambodge. — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
HUBERT FABRI Born on January 28, 1952 Date appointed: June 7, 2006 Date of last reappointment: June 6, 2012 End of term of o$ ce: December 31, 2014 Number of company shares held: 1
Business address Centrages 2, place du Champ-de-Mars 1050 Brussels – Belgium
Expertise and management experience Company director.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman of the Supervisory Board of Compagnie du
Cambodge(1), • Member of the Supervisory Board of Compagnie du Cambodge(1); • Director of Bolloré(1), Financière Moncey(1), Financière de l’Odet(1),
Société Anonyme Forestière et Agricole (SAFA) and Société Industrielle et Financière de l’Artois(1). — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Vice-Chairman of Plantations des Terres Rouges; • Director of Financière du Champ de Mars, Forestière Équatoriale(1),
SAFA Cameroun(1), Nord-Sumatra Investissements and Plantations des Terres Rouges. — Other corporate o! ces
• Chairman of the Board of Directors of Be-fi n, Induservices SA, Palmeraies de Mopoli(1), Palmeraies du Cameroun, Socfi n(1) (formerly Socfi nal), Socfi naf(1) (formerly Intercultures), Socfi nasia(1), Socfi nde, Immobilière de la Pépinière, Socfinco, Centrages, Plantations Nord-Sumatra Ltd and Liberian Agricultural Company (LAC);
• Vice-Chairman of Société des Caoutchoucs de Grand Bereby(1) (SOGB)
(1) Listed company.
82 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
• Director of Palmeraies de Mopoli(1), Okomu Oil Palm Company(1), Palmeraies du Cameroun, Socfi n(1) (formerly Socfi nal), Socfi naf(1) (formerly Intercultures), Socfi nasia(1), Socfi n KCD, Socfi ndo, and Terrasia;
• Joint manager of Brabanta; • Permanent representative of PF Représentation on the Board of
Société Camerounaise de Palmeraies (Socapalm)(1).
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman of the Supervisory Board of Compagnie du
Cambodge(1); • Member of the Supervisory Board of Compagnie du Cambodge(1); • Director of Bolloré(1), Financière Moncey(1), Financière de l’Odet(1), • Société Anonyme Forestière et Agricole (SAFA) and Société
Industrielle et Financière de l’Artois(1). — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Vice-Chairman of Plantations des Terres Rouges(1); • Director of Champ de Mars Investissements, Financière
Nord-Sumatra, Financière du Champ de Mars, Forestière Équatoriale(1), SAFA Cameroun(1), Nord-Sumatra Investissements and Plantations des Terres Rouges(1). — Other corporate o! ces
• Chairman of the Board of Directors of Be-fi n, Induservices SA, Palmeraies de Mopoli(1), Palmeraies du Cameroun, Socfi n(1) (formerly Socfi nal), Socfi naf (1) (formerly Intercultures), Socfi nasia(1), Socfi nde, Immobilière de la Pépinière, Socfinco, Centrages, Plantations Nord-Sumatra Ltd and Liberian Agricultural Company (LAC);
• Vice-Chairman of Société des Caoutchoucs de Grand Bereby(1) (SOGB)
• Director of Palmeraies de Mopoli(1), Okomu Oil Palm Company(1), Palmeraies du Cameroun, Socfi n(1) (formerly Socfi nal), Socfi naf(1) (formerly Intercultures), Socfi nasia(1), Socfi n KCD, Socfi ndo, and Terrasia;
• Joint manager of Brabanta; • Permanent representative of PF Représentation on the Board of
Société Camerounaise de Palmeraies (Socapalm)(1).
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman of the Supervisory Board of Compagnie du
Cambodge(1); • Member of the Supervisory Board of Compagnie du Cambodge(1); • Director of Bolloré(1), Financière Moncey(1), Financière de l’Odet(1),
Société Anonyme Forestière et Agricole(1) (SAFA) and Société Industrielle et Financière de l’Artois(1). — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Vice-Chairman of Plantations des Terres Rouges(1); • Director of Champ de Mars Investissements, Financière
Nord-Sumatra, Financière du Champ de Mars, Forestière Équatoriale(1), SAFA Cameroun(1), Nord-Sumatra Investissements and Plantations des Terres Rouges(1). — Other corporate o! ces
• Chairman of the Board of Directors of Be-fi n, Induservices SA, Palmeraies de Mopoli(1), Palmeraies du Cameroun, Socfi n(1) (formerly Socfi nal), Socfi naf(1) (formerly Intercultures), Socfi nasia(1), Socfi nde, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Immobilière de la Pépinière, Socfinco, Centrages, Plantations Nord-Sumatra Ltd, Socfi naf Company Ltd and Liberian Agricultural Company (LAC) ;
• Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB)(1);
• Director of Palmeraies de Mopoli(1), Okomu Oil Palm Company(1), Palmeraies du Cameroun, Socfi n(1) (formerly Socfi nal), Socfi naf(1)
(formerly Intercultures), Socfi nasia(1), Socfi n KCD, Socfi ndo, and Terrasia ;
• Joint manager of Brabanta; • Permanent representative of PF Représentation on the Board of
Société Camerounaise de Palmeraies (Socapalm)(1).
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman of the Supervisory Board of Compagnie du
Cambodge; • Member of the Supervisory Board of Compagnie du Cambodge; • Director of Bolloré, Financière Moncey, Financière de l’Odet, Société
Anonyme Forestière et Agricole (SAFA) and Société Industrielle et Financière de l’Artois. — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Vice-Chairman of Plantations des Terres Rouges; • Director of Champ de Mars Investissements, Financière
Nord-Sumatra, Financière du Champ de Mars, Forestière Équatoriale, SAFA Cameroun, Nord-Sumatra Investissements and Plantations des Terres Rouges. — Other corporate o! ces
• Chairman of the Board of Directors of Be-fin, Intercultures, Induservices SA, Mopoli, Palmeraies du Cameroun, Socfinde, Socfi nasia, Socfi nal, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Immobilière de la Pépinière, Socfinco, Centrages, Plantations Nord-Sumatra Ltd, Socfi naf Company Ltd and Liberian Agricultural Company (LAC);
• Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB);
• Director of Mopoli Luxembourg, Okomu Oil Palm Company, Socfi nKCD, Socfi ndo, Induservices SA, Socfi nal and Terrasia;
• Joint manager of Brabanta; • Permanent representative of PF Représentation on the Board of
Société Camerounaise de Palmeraies (Socapalm).
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Vice-Chairman of the Supervisory Board of Compagnie du
Cambodge; • Member of the Supervisory Board of Compagnie du Cambodge; • Director of Bolloré, Financière Moncey, Financière de l’Odet, Société
Anonyme Forestière et Agricole (SAFA) and Société Industrielle et Financière de l’Artois. — Other corporate o! ces
None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Vice-Chairman of Plantations des Terres Rouges; • Director of Champ de Mars Investissements, Financière
Nord-Sumatra, Financière du Champ de Mars, Forestière Équatoriale, SAFA Cameroun, Nord-Sumatra Investissements and Plantations des Terres Rouges. — Other corporate o! ces
• Chairman and Chief Executive O$ cer of Socfi nasia; • Chairman of the Board of Directors of Be-fin, Intercultures,
Induservices SA, Mopoli, Palmeraies du Cameroun, Socfinde, Socfi nal, Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol), Immobilière de la Pépinière, Socfinco, Centrages, Plantations Nord-Sumatra Ltd, Socfi nafCompany Ltd and iberian Agricultural Company (LAC);
• Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB);
• Director of Mopoli Luxembourg, Okomu Oil Palm Company, Socfi n KCD, Socfi ndo, Induservices SA, Socfi nal and Terrasia;
• Joint manager of Brabanta; • Permanent representative of PF Représentation on the Boards of
Société des Palmeraies de la Ferme Suisse and Société Camerounaise de Palmeraies (Socapalm).
(1) Listed company.
83 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
SÉBASTIEN PICCIOTTO Born on March 17, 1933 Date appointed: December 12, 2012 End of term of o$ ce: December 31, 2014 Number of company shares held: 3
Business address ORFIM 59, avenue Marceau 75116 Paris
Expertise and management experience Civil mining engineer. Long-Term Strategy in the General Corporate Management. Development from 1960 to 1979 of the Parcor pharmaceuticals Group, founded in 1958 as a start-up by the Castaigne brothers: • Chief Executive O$ cer in 1968; • IPO in 1969; • Chairmanship in 1974, sale the same year to Sanofi ; • development by Parcor’s own research team in Toulouse of
Ticlopidine, an antiplatelet drug, marketed under the name Ticlid in 1979, and which, with its successors (Plavix), has made a major contribution to Sanofi ’s profi ts over recent years;
• Parcor’s market capitalization was 800 million francs in 1979. • In 1983, acquired 50% interest in Financière Bolloré, Bolloré’s parent
company; • in 1982, the Bolloré Group had revenues of 43 million euros and a
loss of 670,745 euros; • Deputy Chairman and Chief Executive Officer of Bolloré
Technologies from 1983 to 1990, under the Chairmanship of Vincent Bolloré, and alongside Michel-Yves Bolloré;
• IPO of Bolloré Technologies on November 8, 1985; • Sofi cal and SCAC acquired in 1986; • Director of the controlling pyramid companies from 1988 to 1991
and Chief Executive O$ cer of Omnium Bolloré until 1993; • Director of Financière de l’Odet until 2012.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces • Chairman of Orfi m.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces • Chairman of Orfi m.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Financière de l’Odet.
— Other corporate o! ces • Chairman of Orfi m.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Financière de l’Odet.
— Other corporate o! ces • Chairman of Orfi mar; • Chairman of Orfi m.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Financière de l’Odet.
— Other corporate o! ces • Chairman of Orfi mar; • Chairman of Orfi m; • Director of Douce Bis, Atelier.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
None.
OLIVIER ROUSSEL Born June 12, 1947 Date appointed: June 17, 1998 Date of last reappointment: June 5, 2013 End of term of o$ ce: December 31, 2015 Number of company shares held: 764
Business address 9, avenue Marie-Jeanne 1640 Rhode-Saint-Genèse – Belgium
Expertise and management experience Management of several industrial companies or departments since 1974: Nobel-Bozel, Héli-Union, Éminence and Istac. Chairman of the investment company Acor (from 1975 to 2006). Director or member of the Supervisory Board of several listed companies; Roussel-Uclaf (1975-1982), Nobel-Bozel (1974-1978), Carrere Group (2000-2006). Director of Bolloré since 1982.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1), Financière de l’Odet(1), Financière Moncey(1)
and Société Industrielle et Financière de l’Artois(1). — Other corporate o! ces
• Director of Lozé et Associés.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Alternative SA; • Director of Kaltchuga Opportunities SICAV-FIS.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1), Financière de l’Odet(1), Financière Moncey(1)
and Société Industrielle et Financière de l’Artois(1). — Other corporate o! ces
• Director of Lozé et Associés.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None.
84 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
— Other corporate o! ces • Director of Alternative SA; • Director of Kaltchuga Opportunities SICAV-FIS.
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1), Financière de l’Odet(1), Financière Moncey(1)
and Société Industrielle et Financière de l’Artois(1). — Other corporate o! ces
• Chairman of Istac SAS; • Director of Lozé et Associés.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Bernard Global Investors Ltd.
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré, Financière Moncey and Société Industrielle et
Financière de l’Artois. — Other corporate o! ces
• Chairman of Istac SAS; • Director of Lozé et Associés.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Bernard Global Investors Ltd.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré, Saga, Financière Moncey, and Société Industrielle
et Financière de l’Artois. — Other corporate o! ces
• Chairman of Istac SAS; • Director of Lozé et Associés.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Bernard Global Investors Ltd.
MICHEL ROUSSIN Born on May 3, 1939 Date appointed: June 7, 2006 End of term of o$ ce: December 31, 2014 Number of company shares held: 16
Business address EDF 22-30, avenue de Wagram 75008 Paris
Expertise and management experience Vice-Chairman of the Bolloré Group from 1999 to 2009. Before that, Chairman of SAE International (Ei! age group).
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces • Director of EDF International.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Compagnie Minière de l’Ogooué (Comilog).
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces • Director of EDF International.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Compagnie Minière de l’Ogooué (Comilog).
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces • Director of EDF International.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Compagnie Minière de l’Ogooué (Comilog).
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré.
— Other corporate o! ces • Director of the O$ ce national des anciens combattants et victimes
de guerre and EDF International.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Compagnie Minière de l’Ogooué (Comilog).
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré.
— Other corporate o! ces • Director of the O$ ce national des anciens combattants et victimes
de guerre.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
• Chairman of the Board of Directors of Sofi b; • Director of Bolloré Africa Logistics Côte d’Ivoire, SDV Cameroun
and Sofi b; • Permanent representative of SDV Mining Antrak Africa on the Board
of SDV Congo; • Permanent representative of Socopao on the Board of Saga
Cameroun. — Other corporate o! ces
• Director of Compagnie Minière de l’Ogooué (Comilog).
(1) Listed company.
85 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
MARTINE STUDER Born January 30, 1961 Date appointed: June 9, 2011 End of term of o$ ce: December 31, 2013 Number of company shares held: 1,258
Business address 66, avenue Jean-Mermoz 01 BP 7759 Abidjan 01, Republic of Côte d’lvoire
Expertise and management experience Economist, advertising executive. Company director, Chairperson. Former Deputy Minister for the Prime Minister in charge of communi- cations. Founder-creator and partner, in 1988, of the advertising network Océan Ogilvy, with a presence in 22 countries in sub-Saharan Africa.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Blue Solutions(1), Bolloré(1) and Financière de l’Odet(1).
— Other corporate o! ces None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Océan Conseil (Republic of Côte d’Ivoire); • Chairman of Board of Directors of Océan Central Africa (Cameroon); • Chairman and Chief Executive Officer of Océan Ogilvy Gabon
(Gabon); • Director of CIPREL (Republic of Côte d’Ivoire); • Director of SAPE (Republic of Côte d’Ivoire); • Director of SMPCI (Republic of Côte d’Ivoire); • Director of Fondation des Parcs et Réserves de Côte d’Ivoire
(Republic of Côte d’Ivoire); • Acting Director of Compagnie des Gaz de Côte d’Ivoire; • Manager of Pub Regie (Republic of Côte d’Ivoire).
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Océan Conseil (Republic of Côte d’Ivoire); • Chairman of the Board of Directors of Océan Central Africa
(Cameroon); • Chairman and Chief Executive Officer of Océan Ogilvy Gabon
(Gabon); • Director of CIPREL (Republic of Côte d’Ivoire); • Director of SAPE (Republic of Côte d’Ivoire); • Director of SMPCI (Republic of Côte d’Ivoire); • Director of Fondation des Parcs et Réserves de Côte d’Ivoire
(Republic of Côte d’Ivoire); • Acting Director of Compagnie des Gaz de Côte d’Ivoire; • Manager of Pub Regie (Republic of Côte d’Ivoire).
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Océan Conseil (Republic of Côte d’Ivoire); • Chairman of Board of Directors of Océan Central Africa (Cameroon); • Chairman and Chief Executive Officer of Océan Ogilvy Gabon
(Gabon); • Chairman and Chief Executive O$ cer of Océan Conseil BF (Burkina
Faso); • Director of CIPREL (Republic of Côte d’Ivoire); • Director of SAPE (Republic of Côte d’Ivoire); • Director of SMPCI (Republic of Côte d’Ivoire); • Director of Fondation des Parcs et Réserves de Côte d’Ivoire
(Republic of Côte d’Ivoire); • Acting Director of Compagnie des Gaz de Côte d’Ivoire; • Manager of Pub Regie (Republic of Côte d’Ivoire).
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group None.
— Other corporate o! ces None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Océan Conseil (Republic of Côte d’Ivoire); • Chairman of Board of Directors of Océan Central Africa (Cameroon); • Chairman and Chief Executive Officer of Océan Ogilvy Gabon
(Gabon); • Chairman and Chief Executive O$ cer of Océan Conseil BF (Burkina
Faso); • Director of CIPREL (Republic of Côte d’Ivoire); • Director of SAPE (Republic of Côte d’Ivoire); • Director of SMPCI (Republic of Côte d’Ivoire); • Director of Fondation des Parcs et Réserves de Côte d’Ivoire
(Republic of Côte d’Ivoire); • Acting Director of Compagnie des Gaz de Côte d’Ivoire; • Manager of Pub Regie (Republic of Côte d’Ivoire).
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group None.
— Other corporate o! ces None.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Director of Océan Conseil (Republic of Côte d’Ivoire); • Chairman of Board of Directors of Océan Central Africa (Cameroon); • Chairman and Chief Executive Officer of Océan Ogilvy Gabon
(Gabon); • Chairman and Chief Executive O$ cer of Océan Conseil BF (Burkina
Faso); • Director of CIPREL (Republic of Côte d’Ivoire); • Director of SAPE (Republic of Côte d’Ivoire); • Director of SMPCI (Republic of Côte d’Ivoire); • Director of Fondation des Parcs et Réserves de Côte d’Ivoire
(Republic of Côte d’Ivoire); • Acting Director of Compagnie des Gaz de Côte d’Ivoire; • Manager of Pub Regie (Republic of Côte d’Ivoire); • Director of Ogilvy and Mather Africa.
(1) Listed company.
86 14. GOVERNING AND SENIOR MANAGEMENT BODIES
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
FRANÇOIS THOMAZEAU Born June 7, 1949 Date appointed: March 22, 2007 Date of last reappointment: June 5, 2013 End of term of o$ ce: December 31, 2015 Number of company shares held: 54
Business address Foncière des 6e et 7e arrondissements de Paris 41-43, rue Saint-Dominique 75007 Paris
Expertise and management experience Deputy Chief Executive O$ cer of Allianz France (formerly AGF SA) from January 1, 2006 to July 31, 2010.
O$ ces held in 2013 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces • Vice-Chairman of the Board of Directors of Locindus; • Member of the Supervisory Board of Sofibol SCA IDI, SAS
Consolidation et Développement Gestion and Idinvest Partners; • Observer of Neufl ize Europe Expansion (mutual fund company); • Chairman of the Board of Directors of Paris Hôtel Roissy Vaugirard
(PHRV) and Foncière des 6e et 7e arrondissements de Paris; • Chairman of the Management Board of Foncière de Paris; • Permanent representative of Foncière de Paris on the Board of
Directors of Eurosic.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Chairman of the Board of Directors of Allianz Belgium.
O$ ces held in 2012 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces • Vice-Chairman of the Board of Directors of Locindus; • Director of Cofi tem-Cofi mur; • Member of the Supervisory Board of IDI, FCDE and Idinvest Partners
(formerly AGF Private Equity); • Observer of Noam Europe Expansion (mutual fund company); • Chairman of the Board of Directors of Paris Hôtel Roissy Vaugirard
(PHRV) and Foncière des 6e et 7e arrondissements de Paris; • Chairman and Chief Executive O$ cer of Foncière Paris France; • Permanent representative of PHRV on the Board of Eurosic.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Chairman of the Board of Directors of Allianz Belgium.
O$ ces held in 2011 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré(1).
— Other corporate o! ces • Vice-Chairman of the Board of Directors of Locindus; • Director of Cofi tem-Cofi mur; • Member of the Supervisory Board of IDI, FCDE and Idinvest Partners
(formerly AGF Private Equity); • Observer of Noam Europe Expansion (mutual fund company); • Chairman of the Board of Directors of Paris Hôtel Roissy Vaugirard
(PHRV) and Foncière des 6e et 7e arrondissements de Paris; • Permanent representative of Cofi tem-Cofi mur on the Board of
Directors of Foncière Paris France, and of PHRV on the Board of Eurosic.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Chairman of the Board of Directors of Allianz Belgium.
O$ ces held in 2010 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré.
— Other corporate o! ces • Vice-Chairman of the Board of Directors of Locindus; • Director of Cofi tem-Cofi mur; • Member of the Supervisory Board of IDI, FCDE and Idinvest Partners
(formerly AGF Private Equity); • Observer of Noam Europe Expansion (mutual fund company); • Chairman of the Board of Directors of Paris Hôtel Roissy Vaugirard
and Foncière des 6e et 7e arrondissements de Paris.
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Chairman of the Board of Directors of Allianz Belgium.
O$ ces held in 2009 Corporate o$ ces held in French companies
— Corporate o! ces held within the Bolloré Group • Director of Bolloré.
— Other corporate o! ces • Director and Deputy Chief Executive O$ cer of Allianz France and
AGF Holding (until June 17, 2009); • Chairman and Chief Executive O$ cer of Allianz France International
(formerly AGF International); • Chief Executive Officer of Allianz Holding France SAS (until
November 30, 2009); • Chairman of the Board of Directors of Acar, Allianz Africa (previously
AGF Afrique) and Château Larose Trintaudon; • Vice-Chairman of the Board of Directors of Locindus; • Chairman of the Supervisory Board of AGF Private Equity; • Vice-Chairman of the Supervisory Board of Euler Hermès; • Director of Allianz Vie (formerly AGF Vie) (until December 31,
2009), Allianz IARD (formerly AGF IART) (until December 31, 2009), Allianz Alernative Asset Management (AAAM), Allianz Global Investors France, GIE Allianz Investment Management Paris, Carene (until December 17, 2009), Cofi tem-Cofi mur, MAG SAS (formerly Mondial Assistance AG) (from November 16 to December 31, 2009), Paris Hôtel Roissy Vaugirard, Foncière des 6e et 7e arrondissements de Paris and Protexia France;
• Member of the Supervisory Board of GIE Allianz Informatique (previously GIE AGF Informatique) and IDI SCA;
• Permanent representative of Allianz France on the Board of Directors of Allianz Banque (formerly called Banque AGF);
• Observer of Noam Europe Expansion (mutual fund company).
Corporate o$ ces held in non-French companies — Corporate o! ces held within the Bolloré Group
None. — Other corporate o! ces
• Chairman of the Board of Directors of Allianz Brasil Seguros (until March 12, 2009), AGF Holdings UK, AGF Insurance, Allianz Belgium and Compania Colombania de Inversion Colseguros;
• Vice-Chairman of the Board of Directors of AGF RAS Holding; • Acting Vice-Chairman of Mondial Assistance AG (until November 16,
2009); • Director of Thompson Clive (Jersey no. 3) Ltd and Allianz Seguros
y Reaseguros; • Member of the Supervisory Board of Allianz Nederland Groep.
(1) Listed company.
87 14. GOVERNING AND SENIOR MANAGEMENT BODIES
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Proposal to renew terms of o$ ce of directors It is proposed to the Ordinary General Meeting convened for June 5, 2014 to renew the terms of o$ ce of the directors Marie Bolloré and Martine Studer.
Director nomination proposal It is proposed to the Ordinary General Meeting convened for June 5, 2014 to appoint Céline Merle-Beral as a director.
Proposal to renew mandates of a principal Statutory Auditor and appointment of an alternate Statutory Auditor It is proposed to the Ordinary General Meeting convened for June 5, 2014 to renew the mandate of the fi rm Constantin Associés as the principal Statutory Auditor and to appoint the firm CISANE as alternate Statutory Auditors to the fi rm Constantin Associés.
14.1.3. FAMILY TIES AMONG DIRECTORS
Sébastien Bolloré, Yannick Bolloré, Cyrille Bolloré and Marie Bolloré are the children of Vincent Bolloré. Cédric de Bailliencourt, Vice-Chairman, is the nephew of Vincent Bolloré, Chairman and Chief Executive O$ cer.
14.1.4. CONVICTIONS FOR FRAUD, BANKRUPTCY, PUBLIC SANCTIONS PRONOUNCED OVER THE COURSE OF THE LAST FIVE YEARS
To the best of the company’s knowledge, over the course of the last fi ve years, no member of the Board of Directors: • has been convicted of fraud; • has been associated with any company in bankruptcy, receivership
or liquidation; • has been officially charged or sanctioned by the statutory or
regulatory authorities; • has been disqualified by a court from serving on a Board of
Directors, a Management Board or a Supervisory Board of a company issuing stock or from acting in the management or the conduct of such a company’s a! airs.
14.2. CONFLICTS OF INTEREST
To the best of the company’s knowledge, on the date of this registration document, no potential confl ict of interest exists between the company and its directors in respect of the duties they owe to the company and/or their private interests.
88 15. EXECUTIVE COMPENSATION AND BENEFITS
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15. EXECUTIVE COMPENSATION AND BENEFITS
Total gross compensation and benefi ts of all kinds paid directly or indirectly during the year to each executive o$ cer holding o$ ce at December 31, 2012, by the company itself, by the companies controlled by the company, by the companies controlling the company in which the o$ cer’s mandate was exercised and by the companies controlled by the company or companies controlling the company in which the o$ cer’s mandate was exercised. Information is sent within the framework of recommendation No. 2009-16 of the Autorité des marchés fi nanciers, the guide to compiling registration documents (document created on December 10, 2009 and modifi ed on December 17, 2013).
15.1. SUMMARY TABLE OF COMPENSATION, OPTIONS, AND SHARES GRANTED TO EACH EXECUTIVE OFFICER
(in euros)
2012 fi nancial year
2013 fi nancial year
Vincent Bolloré, Chairman and Chief Executive O$ cer
Compensation owed for the year 1,784,596 2,100,171
Value of multi-year variable compensation awarded during the fi scal year – –
Value of options granted during the fi scal year – –
Value of performance shares granted during the fi scal year 680,000 –
Cyrille Bolloré, Acting Chief Executive O$ cer
Compensation owed for the year 633,329 896,690
Value of multi-year variable compensation awarded during the fi scal year – –
Value of options granted during the fi scal year – –
Value of free shares granted during the fi scal year 173,264 –
TOTAL 3,271,189 2,996,861
15.2. SUMMARY TABLE OF COMPENSATION OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
2012 fi nancial year 2013 fi nancial year
(in euros) Due Paid Due Paid
Vincent Bolloré, Chairman and Chief Executive O$ cer
Fixed compensation(1) 1,400,000 1,400,000 1,499,000 1,499,000
Other compensation(2) 325,825 325,825 537,700 537,700
Annual variable compensation – – – –
Extraordinary compensation – – – –
Directors’ fees 52,243 52,243 56,943 56,943
Benefi ts in kind 6,528 6,528 6,528 6,528
TOTAL 1,784,596 1,784,596 2,100,171 2,100,171
Cyrille Bolloré, Acting Chief Executive O$ cer
Fixed compensation(3) 350,000 350,000 630,000 630,000
Other compensation – – – –
Annual variable compensation(4) 240,000 240,000 120,000 120,000
Extraordinary compensation(5) – – 100,000 100,000
Directors’ fees 39,333 39,333 42,694 42,694
Benefi ts in kind 3,996 3,996 3,996 3,996
TOTAL 633,329 633,329 896,690 896,690
(1) Compensation paid by Bolloré Participations, which, under an agreement for chairman services, invoiced Bolloré a sum corresponding to 75% of the total cost, including charges, of the compensation received by Vincent Bolloré.
(2) In 2013, other compensation received by Vincent Bolloré comes exclusively from bonuses paid by Financière du Champ de Mars, Nord-Sumatra Investissements and Plantations des Terres Rouges, companies controlled by Bolloré. The bonus paid by companies does not correspond as such to the criteria established by Afep-Medef corporate governance code for variable compensation.
(3) In 2013, Cyrille Bolloré received fi xed compensation as an employee of Bolloré Logistics and in respect of his duties as Acting Chief Executive O$ cer of Bolloré and Chairman of the Board of Directors of Bolloré Énergie.
(4) In 2013, Cyrille Bolloré received 120,000 euros in variable compensation as a salary from Bolloré Logistics. Of this amount, 50% was for meeting criteria related to the management qualities that Cyrille Bolloré has demonstrated and 50% was for meeting criteria tied to the level of operating income reached in relation to Bolloré Logistics’ initial budget established at the beginning of the fi nancial year. The maximum amount of the variable portion for 2013 was set at 50% of his fi xed compensation. The specifi c level of achievement of this criteria is not made public for reasons of confi dentiality.
(5) In 2013, the extraordinary compensation received by Cyrille Bolloré came exclusively from a bonus paid by Bolloré in respect of the Blue Solutions IPO.
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15.3. TABLE OF DIRECTORS’ FEES AND OTHER COMPENSATION RECEIVED BY NON-EXECUTIVE COMPANY OFFICERS
(in euros) Amounts paid in 2012 Amounts paid in 2013
Cédric de Bailliencourt, Vice-Chairman
Directors’ fees 54,126 54,326
Bonuses 41,667 66,667
Benefi ts in kind 2,727 2,727
Other compensation(1) 431,050 749,150
Yannick Bolloré, Vice-Chairman
Directors’ fees 37,750 36,887
Benefi ts in kind 10,338 –
Other compensation(2) 1,216,621 800,506
Sébastien Bolloré
Directors’ fees 41,460 40,960
Benefi ts in kind 2,196 2,196
Other compensation(3) 101,050 136,150
Marie Bolloré
Directors’ fees 39,333 38,833
Bolloré Participations, represented by Gilles Alix
Directors’ fees 36,218 36,218
Bonuses 2,500 2,400
Gilles Alix(4)
Directors’ fees – 4,676
Benefi ts in kind – 3,531
Other compensation(5) – 1,363,150
Hubert Fabri
Directors’ fees 33,372 31,634
Bonuses 325,825 537,700
Olivier Roussel
Directors’ fees 33,595 38,355
Michel Roussin
Directors’ fees 23,500 23,500
François Thomazeau
Directors’ fees 23,500 33,500
Martine Studer
Directors’ fees 23,500 52,877
Sébastien Picciotto
Directors’ fees 5,871 33,500
TOTAL 2,486,199 4,089,443
(1) In 2013, Cédric de Bailliencourt received compensation as an employee of Bolloré and Bolloré Participations, of which 351,150 euros related to fi xed compensation, 134,000 euros to variable and 264,000 euros to extraordinary compensation.
(2) In 2013, Yannick Bolloré received compensation as an employee of Havas and Bolloré, of which 550,506 euros related to fi xed compensation and 250,000 euros to variable.
(3) In 2013, Sébastien Bolloré received compensation as an employee of Bolloré and Bolloré Participations, of which 121,150 euros related to fi xed compensation and 15,000 euros to variable.
(4) In his capacity as permanent representative of Bolloré Participations (in 2012, permanent representatives were not declared). (5) In 2013, Gilles Alix received compensation as an employee of Bolloré and Bolloré Africa Logistics, of which 1,001,050 euros related to fi xed compensation
and 362,000 euros to variable.
90 15. EXECUTIVE COMPENSATION AND BENEFITS
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15.4. SHARE SUBSCRIPTION AND PURCHASE OPTIONS GRANTED DURING THE PERIOD TO EACH EXECUTIVE COMPANY OFFICER
None.
15.5. SHARE SUBSCRIPTION AND PURCHASE OPTIONS EXERCISED DURING THE PERIOD BY NON-EXECUTIVE COMPANY OFFICERS
None.
15.6. SHARE SUBSCRIPTION AND PURCHASE OPTIONS EXERCISED DURING THE PERIOD
2013 fi nancial year No. and date
of plan
Number of options exercised
during the year
Exercise price
(in euros)
Vincent Bolloré Havas plan
(10/27/2006) 1,030,000 3.612
TOTAL 1,030,000
15.7. PERFORMANCE SHARES GRANTED DURING THE PERIOD
None.
15.8. FREE SHARES GRANTED DURING THE PERIOD
None.
15.9. PERFORMANCE SHARES WHICH BECAME AVAILABLE DURING THE PERIOD FOR EACH EXECUTIVE COMPANY OFFICER
None.
15.10. FREE SHARES THAT HAVE BECOME AVAILABLE DURING THE PERIOD FOR NON-EXECUTIVE COMPANY OFFICERS
None.
15.11. HISTORY OF THE GRANTS OF SHARE SUBSCRIPTION OPTIONS
2013 fi nancial year Havas 2006
Date of meeting June 12, 2006
Date of Board of Directors’ meeting October 27, 2006
Total number of shares that could be subscribed(1) 23,175,000
Total number of shares that could be subscribed for by company o$ cers: 1,030,000
– Vincent Bolloré(2) 1,030,000
Option exercise date October 28, 2009
Expiry date October 27, 2013(3)
Subscription price (in euros) 3,61
Exercising terms –
Number of shares subscribed at December 31, 2013 15,972,381
Total number of subscription options canceled or expired 5,187,499
Number of subscription options remaining at December 31, 2013 2,015,120
(1) Following the capital decrease carried out as part of the public share buyback o! er initiated by Havas SA, the number of options and the exercise prices were adjusted on June 20, 2012.
(2) At August 30, 2013, end date of his duties as Director and Chairman of the Board of Directors of Havas. (3) For French residents: expiry on October 27, 2014.
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15.12. HISTORY OF FREE SHARE GRANTS
2013 fi nancial year Bolloré 2010 Bolloré 2012 Bolloré 2012
Date of meeting June 10, 2010 June 10, 2010 June 6, 2012
Date of Board of Directors’ meeting August 31, 2010 August 31, 2010 October 10, 2012
Total number of shares that could be granted 247,000 247,000 3,500
Total number of free shares subscribed to company o$ cers 5,500 10,774 0
– Vincent Bolloré 5,000
– Yannick Bolloré 1,000 1,000
– Sébastien Bolloré 500
– Cédric de Bailliencourt 1,000 1,274
– Cyrille Bolloré 1,000 1,000
– Gilles Alix 2,000 2,500
Option exercise date December 8, 2010 May 21, 2012 October 11, 2012
Expiry date December 8, 2016 May 21, 2018 October 11, 2016
Subscription price (in euros) 142.83 135.67 175. 87
Exercising terms to be kept
for two years to be kept
for two years to be kept
for two years
Number of free shares granted 34,600 27,275 3,500
Number of free shares canceled 500 0 0
Number of free shares remaining at December 31, 2013 34,100 27,275 3,500
15.13. HISTORY OF THE GRANTS OF REDEEMABLE SHARE PURCHASE SUBSCRIPTION WARRANTS (BSAAR)
2013 fi nancial year Havas 2007 Havas 2008
Date of meeting June 12, 2006 January 8, 2008
Date of Board of Directors’ meeting October 27, 2006 January 8, 2008
Total number of BSAAR granted which may be redeemed 41,985,000 15,000,000
Total number of BSAAR redeemed by to company o$ cers(1) 1,000,000 573,529
– Vincent Bolloré(2) 1,000,000 352,941
– Cédric de Bailliencourt 0 220,588
Acquisition date of BSAAR February 19, 2007 March 31, 2008
Exercise date December 1, 2010 February 8, 2012
Expiry date December 1, 2013 February 8, 2015
Purchase price (in euros) 0.34 0.34
Exercise price (in euros) 4.30 3.85
Number of shares subscribed or purchased at December 31, 2013 3,333,226 7,174,271
Cumulative number of BSAAR exercised at December 31, 2013 3,236,142 6,965,312
Cumulative number of BSAAR redeemed at December 31, 2013 38,622,656 2,026,035
Cumulative number of BSAAR that reached expiration at December 31, 2013 126,202 0
Number of BSAAR options remaining at December 31, 2013 0 6,008,653
(1) Number of BSAAR granted respectively in 2006 and 2008 by the Board of Directors. (2) After August 30, 2013, the date on which his position as director and Chairman of the Havas Board of Directors ceased, Vincent Bolloré exercised the 1,000,000
2006 BSAARs and sold the 352,941 2008 BSAARs.
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15.14. SUBSCRIPTION OPTIONS GRANTED TO THE FIRST TEN NON-EXECUTIVE EMPLOYEE BENEFICIARIES AND OPTIONS EXERCISED BY THEM
2013 fi nancial year
Total number of subscription
options Weighted
average price
Options granted, during the period, by the issuer and any company included in the award scope, to the issuer’s ten employees whose number of options thus granted is highest (overall information). Granted: 0 NA
Options held in the issuer and the companies referred to above, exercised, during the period, by the issuer’s ten employees whose number of options thus purchased or subscribed is highest (overall information). Exercised: 0 NA
15.15. FREE SHARES GRANTED TO THE FIRST TEN NON-EXECUTIVE EMPLOYEE BENEFICIARIES AND OPTIONS EXERCISED BY THEM
2013 fi nancial year Total number of
free shares Weighted
average price
Free shares granted, during the period, by the issuer and any company included in the award scope, to the issuer’s ten employees whose number of shares thus granted is highest (overall information). Granted: 0 NA
Free shares held in the issuer and the companies referred to above, exercised, during the period, by the issuer’s ten employees whose number of shares thus purchased or subscribed is highest (overall information) Exercised: 0 NA
15.16. REDEEMABLE WARRANTS FOR SUBSCRIPTION AND/OR PURCHASE OF STOCK (BSAARS) GRANTED TO THE FIRST TEN NON-EXECUTIVE EMPLOYEE BENEFICIARIES AND OPTIONS EXERCISED BY THEM
2013 fi nancial year Total number
of BSAAR options Weighted
average price
BSAAR granted, during the period, by the issuer and any company included in the award scope, to the issuer’s ten employees whose number of BSAAR thus granted is highest (overall information). Granted: 0 NA
BSAAR held in the issuer and the companies referred to above, exercised, during the period, by the issuer’s ten employees whose number of BSAAR thus issued or subscribed is highest (overall information)(1) Exercised: 0 NA
(1) Based on the information communicated to the company.
15.17. EMPLOYMENT CONTRACT, SPECIFIC RETIREMENT SCHEMES, SEVERANCE PAY, AND NON-COMPETITION CLAUSE
2013 fi nancial year
Employment contract
Supplementary retirement
scheme
Compensation or benefi ts due or which may become due in the event of terminating
or changing company o" cer functions
Compensation relating to a
non-competition clause
Yes No Yes No Yes No Yes No
Vincent Bolloré Chairman and Chief Executive O$ cer Term start date: June 5, 2013 Term end date: December 31, 2016 • • • •
Cyrille Bolloré Acting Chief Executive O$ cer Term start date: June 5, 2013 Term end date: December 31, 2016 • • • •
93 16. FUNCTIONING OF THE BOARDAND MANAGEMENT
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16. FUNCTIONING OF THE BOARD AND MANAGEMENT
16.1. TERMS OF OFFICE OF DIRECTORS
Appointment dates and dates of expiry of the directors’ terms of o$ ce are given in section 14.1.2.
16.2. INFORMATION ON SERVICE AGREEMENTS BETWEEN MEMBERS OF THE BOARD AND THE ISSUER OR ONE OF ITS SUBSIDIARIES AND PROVIDING FOR THE GRANTING OF BENEFITS AT THE END OF SUCH AN AGREEMENT
There is no service agreement between the people referred to above.
16.3. INFORMATION ON THE AUDIT COMMITTEE AND THE COMPENSATION AND NOMINATION COMMITTEE
The Board of Directors set up two specialized committees who are in charge of specifi c issues which come within the competencies they were given.
THE AUDIT COMMITTEE
The Audit Committee set up on March 21, 2013 is made up of four independent directors who were appointed in view of their expertise and experience, especially in the accounting and fi nancial areas. Chairman: François Thomazeau Members: Sébastien Picciotto Martine Studer Olivier Roussel The Audit Committee established its bylaws during the Board of Directors’ meeting held on August 30, 2013. The main tasks and achievements for fi nancial year 2013 are set out in the Chairman’s report on internal control.
THE COMPENSATION AND NOMINATION COMMITTEE
The Compensation and Nomination Committee established at the Board of Directors’ meeting held on March 20, 2014, is composed of three directors (including two independent directors): Chairman: Martine Studer Members: Gilles Alix Olivier Roussel The Compensation and Nomination Committee will draw up the bylaws setting out the Committee’s remit and methods of operation which will be submitted to the Board of Directors for approval.
16.4. CORPORATE GOVERNANCE REGIME
The Group refers to the French Corporate Governance Code for Listed Companies established by the Afep and the Medef. The corporate governance principles result from combining the Afep-Medef report of October 2003, Afep-Medef recommendations on the compensation of executive officers of listed companies published in January 2007, Afep-Medef recommendations on the compensation of executive o$ cers of listed companies whose shares are approved for trading on a regulated market published in October 2008, and the recommendation of April 2010 on the presence of women on boards and the June 2013 update of the Code. The Board of Directors has several times pronounced on the provisions of the Corporate Governance Code.
At its meeting of March 20, 2014, the Board of Directors was called upon to examine the new provisions of the Code updated in June 2013, and confi rmed that the company would continue to refer to the Code. The following provisions were therefore examined:
HOLDING PERIOD OF SECURITIES
The Board of Directors, having noted that executive o$ cers were required to hold a signifi cant number of securities registered in their name, with that number fi xed by the Board itself, decided that they would be required to hold at least one hundred (100) securities of the company until leaving o$ ce.
CONCURRENT OFFICES HELD
The Board of Directors, having noted the new provisions related to concurrent o$ ces, examined in this respect the situation of Cyrille Bolloré, Acting Chief Executive Officer, and of Vincent Bolloré, Chairman and Chief Executive O$ cer. Regarding Cyrille Bolloré, the Board noted that the listed companies in which he holds executive o$ ces are entities of the Bolloré Group and that his situation is therefore compliant with the provisions of the Afep-Medef Code. Regarding Vincent Bolloré, the Board noted that in addition to the o$ ces held in listed companies of his Group, Vincent Bolloré holds o$ ces in companies of the Socfi n Group, which is 38.8% – owned by the Bolloré Group, and that these o$ ces are therefore subject to the derogation permitted by the Afep-Medef Code. Thus, as Vincent Bolloré holds only one o$ ce in a listed company outside the Group, namely Vivendi, his situation is compliant with the Afep-Medef provisions on concurrent o$ ces. Furthermore, the Board confi rmed that the situation of its executive company o$ cers is compliant with the provisions of the French company law (Code de commerce) regarding concurrent o$ ces.
ADOPTION OF NEW BYLAWS BY THE BOARD OF DIRECTORS
Securities owned and held by directors
The Board of Directors decided to adopt bylaws that were compliant with the provisions of the Afep-Medef Code and to include an obligation regarding Securities owned and held by directors. Through these new bylaws, each director is required to allocate at least 10% of the director’s fees received for performing their duties as a director to purchasing Bolloré securities until the consideration for their number of shares reaches the equivalent of one year’s installment of director’s fees received.
INDEPENDENT DIRECTOR
Ruling on criteria of independence of the directors, the Board Meeting on March 20, 2014 decided: • to set aside the length of service criterion of twelve years since the
sole criterion of the term of a director’s duties does not as such call his independence into question.
Irrespective of the term of the director’s duties, the Board of Directors values the personal qualities, experience, and industrial and fi nancial expertise enabling the director to give useful opinions and advice through exchanges in which each director can express his or her position.
Moreover, the Board considers that the length of service improves understanding of the Group, its history and its di! erent business lines within a Group comprising many very technical business lines on an international scale.
The perfect understanding of the Group by a director through his length of service is a major asset and not a confl ict of interest source with the company, particularly when examining the overall strategy of the Group;
94 16. FUNCTIONING OF THE BOARDAND MANAGEMENT
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• to consider that acting as a director in another company within the Group does not call a director’s independence into question. The Group is complex and diversifi ed and directors can be appointed to Boards of other companies within the Group in order to gain better knowledge about the business activities;
• to consider that to be independent, a director must not: − be an employee or executive o$ cer of the company, the parent company or a company fully consolidated by it or have been one within the last fi ve years; − be a client, supplier, investment banker or corporate banker:
. signifi cant to the company or its Group, . or for which the company or its Group represent a signifi cant proportion of the business;
− have a close family tie with a company o$ cer; − have been an auditor of the Company within the previous fi ve years.
The provisions of the French Corporate Governance Code for Listed Companies not applied by our Company are set out in a summary table included in the Chairman’s report on the composition of the Board and application of the principle of balanced representation of women and men on the Board, the conditions for preparing and organizing the Board’s work, and the internal control and risk management procedures. Of the 13 members of the Board and in accordance with the independence criteria confi rmed by the Board at its meeting of March 20, 2014, Martine Studer, Hubert Fabri, Sébastien Picciotto, Olivier Roussel and François Thomazeau are considered independent. The summary hereinafter shows the situation (compliant or not) of the directors in relation to the criteria defi ned by the Afep-Medef Code in relation to directors’ independence.
Independent o$ cers
• Hubert Fabri(1); • Sébastien Picciotto; • Olivier Roussel(1)(2); • Martine Studer(1); • François Thomazeau.
16.5. ORGANIZATION OF THE BOARD’S WORK, EVALUATION OF THE BOARD’S OPERATION AND WORKING METHODS AND RULES ON THE DISTRIBUTION OF DIRECTORS’ FEES
The organization of the Board’s work, evaluation of the Board and the distribution of directors’ fees are described in the Chairman’s report on the internal audit (in the annex of this registration document)
(1) Notwithstanding holding an o$ ce as a director in another Group company. (2) Notwithstanding the length of o$ ce as a director.
95 17. THE BOLLORÉ GROUP’S CORPORATE SOCIAL RESPONSIBILITY
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17. THE BOLLORÉ GROUP’S CORPORATE SOCIAL RESPONSIBILITY
17.1 PRESENTATION OF NON-FINANCIAL PERFORMANCE
One of the Group’s defi ning characteristics is its cultural heritage, which is based on a long-term development policy and continuous pursuit of innovation. This culture is in harmony with the concepts of CSR and is centered on three core principles: • responsible management of operations, which essentially means
managing risks and providing training to sta! that is tailored to business requirements;
• developing products and services that are more environmental- ly-friendly;
• innovating by creating products and services that respond to customers’ environmental and societal concerns. The Autolib’ service with electric cars equipped with a lithium polymer battery is an example.
The group has chosen to resolutely follow this path and has defi ned four strategic drivers common to all divisions: • sharing common values; • developing and revealing talents; • promoting eco-responsibility and innovation; • taking action for local development. This strategy is supported by all employees and is led by the divisions’ sustainable development directors. In 2013, social and environmental commitments shared amongst the Group’s businesses were defi ned. For the social plan, “Developing and revealing talents”, fi ve commitments were defi ned: • ensuring safety and looking after the health of all employees; • anticipating changes in the business lines, developing skills and
promoting local talents; • supporting organizational changes and encouraging mobility within
the Group; • integrating diversity of all forms and guaranteeing equal opportunity
throughout employees’ careers; • encouraging dialog with the workforce; employee involvement and
engagement. Indicators have been defi ned for each of these commitments. The defi nition and calculation method of these indicators have been adapted in an international context. For the environmental plan, “Promoting eco-responsibility and innovation”, three commitments have been identifi ed: • integrating environmental performance in the Group’s overall
strategy; • preventing and reducing the environmental impact of its activities; • innovating to anticipate new environmental requirements. Environmental indicators specifi c to each of the division’s operations, considered to be key indicators, have also been identifi ed and will continue to be monitored. Lastly, the Bolloré Group’s corporate societal policy, “Taking action for local development”, focuses on three key commitments: • establishing a relationship built on trust with stakeholders; • strengthening the local presence of the Group’s activities; • promoting the joint commitment of employees.
In terms of strengthening local presence, in 2013, the Group began a process to assess the local socio-economic imprint of its business activities. Three pilot sites were chosen within the Bolloré Logistics and Bolloré Africa Logistics divisions to measure their impact on the territories in which they operate. To continue this work, and in order to entrench the Group’s local presence, a mapping of stakeholders (NGO, subcontractors, suppliers, etc.) will be performed in 2014. The four strategic drivers and the commitments that implement them on the ground make up the common basis of the Group’s CSR strategy. It will be elaborated on in this registration document and illustrated by several signifi cant actions implemented by the divisions. The Bolloré Group 2013 Corporate Social Responsibility report will define specific commitments made by the divisions as well as related action plans. A cross-reference table between the registration document and the CSR report presented on page 111 details all of the information required by the Grenelle II act.
17.2 NON-FINANCIAL RISKS
Controlling risks is a major concern for the Group. To this end, the Group relies on the risk committee, a body comprised of members of the Group’s senior management, which meets four times per year in order to update risks identifi ed, categorize them and implement monitoring indicators. In 2005, the Group launched a dynamic process to identify and manage both immaterial and operational risks, and carried out a “risk mapping” of all of its business activities, the main objectives being: • to identify the major risks that could a! ect its divisions’ operations; • to initiate/improve the Group’s processes so as to reduce and/or
eliminate the impact of these risks; • to analyze the adequacy of the Group’s insurance strategy and its
purchasing of capacity and guarantees; • to consider the Group’s options regarding the transferring of risks
to the insurance and reinsurance market, and/or the use of self-in- surance;
• to strengthen crisis management and emergency communication procedures.
The divisions have defi ned and implemented preventative and/or corrective actions to control and even eliminate risk. The mapping, as well as the related action plans, is updated every year. All financial and non-financial risks are detailed in part 4, “Risk Factors”, of this registration document. Industrial risks identifi ed by the mapping are monitored very closely in order to anticipate and take the necessary preventative measures. The table of environmental risks below summarizes the measures put in place by the divisions in this area. In 2014, it will mention the follow-up indicators used by divisions for its updating.
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TABLE OF ENVIRONMENT-RELATED INDUSTRIAL RISKS
Risks identifi ed Action taken
Plastic fi lms, Blue Solutions, Blue Applications
Accidental product discharges (oil, petrol, chemicals)
Providing holding ponds and sealing o! nearby rivers
Waste pollution Selective sorting at source Recycling waste (cardboard, plastic fi lms, wood, batteries, etc.) and treating special waste (chemical products, solvents) by specialized companies
Batteries and supercapacitors: risk of fi re
Separating risks by fi re-guard partitioning Automatic sprinkler or gas extinguishing Product fl ammability tests
Batteries and supercapacitors: polluting emissions
Installation of fi lters in accordance with Atex instructions Treating discharges into the atmosphere by fi lter condensation or catalytic oxidation
High-voltage transformer: fi re risk or risk of operating losses due to mechanical breakdown
Fire and gas detectors Back-up installations Oil retention
Batteries for electric vehicles Safety tests for misuse; partnerships with fi re fi ghters and recycling
Dedicated terminals and systems
Electrical and Electronic Equipment Waste
Treatment of EEEW (Electrical and Electronic Equipment Waste) contracted out to companies authorized to carry out waste reuse, recycling or recovery processes
Oil logistic
Storage of hydrocarbons Continuation of investment in bringing our ICPE sites (facilities classifi ed for the protection of the environment) up to standard and ensuring compliance: 89 sites Continuation of environmental monitoring of 14 operating sites (monitoring the groundwater, piezometric analyses, etc.) ICPE inspection of the 15 sites subject to simple declaration by an approved body
Road tankers “Driver safety” training at the APTH center in Le Creusot: 27 drivers trained Order of 16 new road tankers that comply with the Euro 5 standard, which have been fi tted with automatic gearboxes
Monitoring of SFDM pipeline Remote operation of motors, pumps and valves 24 hours a day Continuous remote surveillance Isolation valves permitting isolation of line segments Setting up and complying with Seveso procedures Major works to bring storage facilities into compliance (fi re protection, tightness of tank seals, tank testing, etc.)
Transportation and logistics in Africa
Industrial accidents Continued training of sta! and subcontractors in health and safety regulations applicable to the di! erent businesses and all activities carried out by the division (number of hours of training quadrupled between 2009 and 2013)
Port risks Application of provisions of the International Maritime Organization (IMO) and International Ship and Port Facility Security (ISPS) codes on all port concessions In accordance with these codes, the division has committed to achieving maximum safety levels in its port facilities Analyses conducted by independent bodies that verify compliance with ISPS code, but also perform safety risk mapping
Transportation and logistics accidents
Implementation of a quality, health, safety and environmental (QHSE) management system Training of employees in International QHSE rules and standards With regard to rail operations, the investment program concerning rolling stock and fi xed installations continues in accordance with the original schedule A management system based on the provisions of the International Railway Industry Standard (IRIS) was launched in 2010 Regarding road haulage, the implementation of a Road Risk Assessment (or Road Survey) analysis system and truck selection based on a systematic inspection before loading
Discharges, pollution Recycling and treatment of engine oils and solid waste (scrap metal, etc.) Implementation of hydrocarbon retention and separators in maintenance workshops Continuous improvement of the environmental management system For ports and terminals, four audits were conducted by Bureau Veritas (four ports) with plans to extend this to rail in 2015
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Risks identifi ed Action taken
Storage of hazardous materials Strict rules and specifi c procedures have been implemented for the storage of cotton and have been approved by the Group’s insurers The transportation of cyanide is carried out in strict compliance with the International Cyanide Management Institute (ICMI) Code. The transportation of other hazardous materials is systematically carried out in accordance with the provisions of the International Maritime Dangerous Goods (IMDG) Code. All employees have been made aware of these various regulations Specifi c technical installations (buildings and equipment) have been built depending on the projects. Compliance of oil product storage tanks and distribution pumps and the di! erent maintenance workshops. For ports and terminals, we are 100% compliant with the International Labour Organization code (Safety and Health in ports).
International logistics
Industrial accidents Existence of improvement plans, following the professional risk evaluation and accident/ incident analyses Management of external companies/subcontractors working on the sites Follow-up on periodic regulatory inspections of equipment and installations HSE (Health, Safety and Environment) audits aimed at improving prevention by regularly monitoring of establishments Reinforcement of proactive HSE actions (safety training and information – fi rst aid, fi re-prevention, driving forklifts, etc.), which have increased 50% since 2011; HSE audits and inspections: multiplied by 5 since 2011; HSE meetings (up 100% since 2011) Training of new local HSE o$ cers (DCSO) Publication of a monthly newsletter Monitoring of regulations and telephone support Publication of a QHSE Insight newsletter twice per year
Incidents related to the transportation or storage of hazardous goods
Training of Transportation of Hazardous Goods personnel (ADR, IMDG and IATA), operators and stevedores Roll-out of an e-learning refresher training program on the Transportation of Hazardous Goods Revision of decision-support tools made available to businesses
Environmental impact Improvement of storage procedures Expansion of ISO 14001 certifi cation Emergency situation management plan Intervention kit available where necessary Constant assessment of the classifi cation of establishments governed by the French regulations on facilities classifi ed for the protection of the environment (ICPE) Authorization, registration or declaration application fi les, end of activity declaration
Agricultural assets
Pollution of surface water by factory e{ uents
Sludge-settling ponds and biodegradation ponds for organic materials Recycling of waste water as organic fertilizer
Soil erosion while young trees are fi rst growing (three to four years)
Staggered cultivation and groundcover plantings between young plants
Destruction of fauna by frequent use of non-selective insecticides or poisons
Biological parasite control: – growing nectar-producing plants to attract insects that are predators (or parasites) of harmful larvae and caterpillars; – scent traps to fi ght oryctes, insects that destroy young palms.
Groundwater pollution from using chemical fertilizers
Limiting the use of mineral fertilizers by: – using plant waste as an organic fertilizer; – growing nitrogen-fi xing cover plants between the young trees.
Limiting the use of plant health products: – cultivation practices stemming from the concept of science-based agriculture; – use of fallow land to combat root system parasites.
Vineyard: pollution of the groundwater table by use of chemical products
Minimizing the use of chemicals on vines through science-based agricultures Leaving land fallow for long periods rather than using products for disinfecting the ground Exclusive use of organic fertilizers
Vineyard: pollution of surface water by factory e{ uents
Water treatment station
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Examples of preventative measures
Bolloré Énergie In order to respond to changes in ICPE (Installation Classifi ed for the Protection of the Environment) regulations, and in order to better manage associated risks, Bolloré Énergie and SFDM have both equipped themselves with an IT tool to monitor operations and manage industrial risks. In 2012, Bolloré Énergie developed the GESDEP software, which allows management to oversee the proper application of procedures, access centralized information on the ground and respond to various internal and external audits. In 2013, SFDM, which runs the Donges-Melun-Metz oil pipeline that crosses France from West to East with four oil depots in between, developed the LOLITA software, which has two objectives: • to anticipate regulatory deadlines; • to control SFDM installations. The LOLITA tool involves feeding the databases in a simple and user-friendly way, integrating operations reports into it, predicting alerts associated with regulatory deadlines in order to systemize reporting and ensure strict compliance with regulatory deadlines. SFDM was therefore able to modify or eliminate obsolete procedures, forecast the number of checks to be performed and ensure that equipment is maintained in good time, without risks and within the time allotted. The work carried out is systematically validated by a participant who must identify him or herself and sign online. The almost constant change in regulations requires the company to have detailed and consistent reporting of events/incidents that occur and actions taken to remedy them. By the same token, fi ling this information becomes imperative in order to monitor and analyze risks, events or actions undertaken. This risk management tool is particularly well-liked among line personnel, as with senior management, since it minimizes risks and enables the company to react quickly when necessary.
Bolloré Africa Logistics On December 6, 2013, the Bolloré Africa Logistics division in Abidjan conducted a crisis management exercise involving “a technological accident”. This exercise, managed by the Q-HSE Corporate Director, mobilized a crisis cell composed of various players involving employees of Bolloré Africa Logistics in the Republic of Côte d’Ivoire and of the registered o$ ce in Puteaux. Subject of the exercise: • oil and gas-based fi re in a warehouse followed by an explosion; • injured people discovered; • missing people during the roll call following evacuation; • beginning of pollution of the canal, following a hydrocarbon spillage. In addition to the emergency exercises (evacuation, fi re, etc.), which are conducted twice per year in accordance with corporate standards, this type of exercise (simulation of a major crisis) is essential and must be performed by all subsidiaries with the support of the registered o$ ce, to confi rm emergency procedures and their ability to respond to them. It highlights essential areas of improvement in the event of a real crisis.
17.3. THE BOLLORÉ GROUP’S SOCIAL, SOCIETAL AND ENVIRONMENTAL COMMITMENTS
17.3.1. SHARING COMMON VALUES
Sharing ethical principals and the values associated with them ensures the continuous development of the Group’s business. The Bolloré Group therefore created an e! ective and consistent ethics policy in order to communicate clear rules of conduct to all of its employees. This policy is based on an Ethics Charter (2000), the commitments of which were rea$ rmed in 2012 under the name “Ethics and Values”. Adhering to the United Nations Global Compact for ten years, our ethics policy is founded on the principles of the Global Compact and reinforced by codes of conduct that are drawn up by the divisions. In order to ensure the e! ectiveness of these measures, the Ethics Committee defi nes and coordinates the roll-out of the ethics policy within the Group. It will become the Ethics and CSR Committee starting in 2014, thus confi rming the fact that ethics constitutes the foundation upon which we can build the Group’s CSR commitments.
The Group’s Ethics Director provides ongoing advice to senior management, and leads and coordinates the network of Ethics and Compliance Division heads. This network’s primary purpose is to monitor compliance with principles and rules in the codes of conduct and to ensure that they are implemented within the companies under their charge. It is supplemented by a network of 99 regional and country delegates who are called upon to disseminate the corresponding fundamentals and procedures. Lastly, a notifi cation procedure was implemented in 2009, which allows employees to report any dysfunctional or inappropriate behavior that they believe could pose a serious risk to the company, to people with the power to end it. Ethics is an asset to the business and a factor which underpins its reputation and promotes loyalty. Ethics standards are a point of reference for employees worldwide. The goal is to: • preserve the Group’s image and shared heritage; • guarantee the necessary confi dentiality; • place relationships with the authorities under the ethics umbrella; • pay very close attention to confl icts of interest; • ensure the reliability and accuracy of fi nancial information; • ensure objectivity in choosing suppliers; • maintain business relationships that comply with ethical standards. On the latter point: building a controlled and balanced business relationship is the foundation of all of the Group’s business relationships. Without having formalized the customer charter yet, each employee commits to keeping their word on a daily basis, by constantly seeking to improve our o! ering so that they are as close as possible to customer requirements and expectations, and respectful of our principles. The Group’s performance is based on the professionalism of employees and the responsible relationships that they establish with their partners.
17.3.2 DEVELOPING AND REVEALING TALENTS
The Bolloré Group is a leading employer with more than 53,000 employees in 100 countries. It is aware of its responsibilities to its workforce, which it discharges with a combined global and local approach. To do so, it manages its human resources according to key principles which define the priorities of the entire Group. The divisions are given autonomy in how they achieve these priorities. Thus, in accordance with specifi c operational and geographical requirements, each division tailors and develops the Group’s social policy through numerous actions. The Bolloré Group is well aware that its development is directly linked to that of its sta! and that the expertise of it s sta! lies at the heart of the Group’s economic success. For these two reasons, the Bolloré Group does everything it can to ensure the health and safety of its employees and treats management planning of jobs and skills, training and mobility as one of its main priorities and seeks to develop its teams’ expertise across the world.
17.3.2.1. Ensuring safety and looking after the health of all employees
The Bolloré Group carries out its business in environments where the accident risk is high and makes it a priority to ensure its employees, subcontractors and partners’ safety at work. In order to do this, the subsidiaries defi ne policies and roll out detailed resources as well as suitable procedures. The Group commits to: • secure work environments and prevent the risk of work accidents; • follow up on its employees’ work-related travel; • o! er an e! ective social protection policy to its employees.
● Preventing accidents in the workplace A company’s primary responsibility is undoubtedly to ensure the physical safety of its sta! . Specifi c actions taken by each division have meant that the number of workplace accidents in France remained low (222 in 2013). These specifi c actions continued in 2013, with 2,412 employees being trained in risk prevention.
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● Improve the safety of employee travel Expatriate employees, or employees working abroad, potentially run a number of risks (terrorism, natural disasters, etc.), which is why it is important for the Group to be able to locate its employees at any moment to ensure their safety. In 2013, the Group purchased an IT tool, which will be rolled out in 2014, and which will: • instantly know the location of the Group’s traveling employees, and
particularly those traveling in an at-risk country; • be able to directly contact them and/or disseminate health and
safety information to them; • send alert messages in the event of major crises and/or imminent
risks.
● Ensuring a high level of social protection The Group’s health policy is reflected in the implementation of prevention programs for employees or access to healthcare according to the location of the business. In France, to improve the quality of services o! ered to employees, a number of companies have introduced health coverage plans and make a signifi cant contribution to costs. Prevention campaigns are regularly led by the occupational health care doctor. Under the implementation of the “cross-generation” agreement (contrat de génération), the Group has committed to encourage employees aged 57 and up to undergo a health assessment. They will receive paid absence for this. Similarly, life insurance policies covering risks of death, disability and incapacity have been provided, thus guaranteeing employees that capital or annuities will be paid in the event of a claim. In foreign subsidiaries, additional guarantees are also given, taking into account social protection systems in force in the various countries.
17.3.2.2. Anticipating changes in the business lines, developing skills and promoting local talents
The Bolloré Group is well aware that its development is directly linked to that of its sta! , and that their expertise lies at the heart of the Group’s economic success. For both of these reasons, the Group has set its jobs and skills management plan, training and mobility, as well as promotion of local talents, as its priorities.
● Training for skills planning Training is an essential tool to encourage skills development and bolster its employees’ employability. Every year, the Bolloré Group invests in human capital by o! ering training to its sta! throughout their careers. In accordance with the policy of autonomous divisional management, the training provided is defi ned by each division. This decentralized management allows coherent training to be provided that is suited to the activities and organization of each structure. In France, 5,475 employees attended at least one training course during the year (49.62% of employees in France in 2013), equating to an average of 22 hours per employee and a total of 120,245 training hours. The link between career management and skills development is identifi ed in individual performance reviews for all Group employees. These reviews are carried out in all divisions of the Group, and allow the interests of the company and the interests of those working for it to be brought together. Changes in professional or geographical posting can be discussed and career development can be planned, as well as the training necessary to accomplish them. For employees, this process is important because their involvement in their company’s development plans motivates them on a daily basis and ensures their long-term loyalty.
● Promoting talents The ageing of the working population, which will lead to experienced employees leaving over the next few years, has highlighted the need for companies to identify, retain and develop their key members of sta! . The management of talented employees, whether they are promising young graduates, well-established managers or executives, is essential if a high-performing company is to achieve its strategic objectives. In this context, it is important for the Bolloré Group to implement a strategy for managing and developing promising employees. To do this, a talent management program was set up in 2009 in cooperation with all senior management and human resources departments. Since 2011, this program was followed up by two campaigns aimed at promoting the development of talented sta! , both individually and collectively, in order to produce a pool of future managers with a shared managerial culture. In 2013, discussions were led across three working groups, called “the workshops of tomorrow”, on the following subjects: • corporate culture; • local presence; • shared management.
17.3.2.3 Supporting organizational changes and encouraging mobility within the Group
● Mobility and professional development opportunities Wishing to encourage its own development and enrich the profes- sional careers of its employees, the Bolloré Group promotes internal mobility in all its forms. With a presence throughout the world and in a highly diverse range of activities, the Group wants to o! er its employees not only the chance to move up the ladder, but also moves to other countries and other functions. In order to increase applications, for some years now the Group has been publishing job o! ers via the Job board site, open to all Group employees. In 2013, a discussion on improving the internal mobility process was led. As a result, the Job board will be updated to become a genuine internal communication tool which will help all employees access employment opportunities within the Group.
17.3.2.4. Integrating diversity in all forms and guaranteeing equal opportunity throughout employees’ careers
● Recruitment in line with the Group’s development Although the Group favors internal mobility and promotion above all, it recruits several thousand employees a year to support its growth. In 2013, 10,865 employees joined various companies a$ liated with the Group, including 66.61% on open-ended contracts.
● Responsible management of temporary employment To meet temporary increases in activity in an unstable economic context, the Bolloré Group is obliged to use temporary sta! . In 2013, there were 529 temporary employees in France (in terms of full-time equivalents). These requirements are linked to changes and sudden increases in demand, the launching of new products, the necessity to tackle seasonal events and replacement of unexpected absentees. In 2013, the French companies in the Group accounted for 120,717 days o! work, the main reasons being sickness (63.1%) and maternity or paternity leave (19.6%). Promoting diversity and equal opportunities is a key part of the Bolloré Group’s HR policy. Because of the diversity of the activities carried out and its international presence, the Group has a wide range of systems of values, cultures, religions, experience and know-how that it wants to embrace. The Group sees diversity as a source of complementarity, social balance and wealth in its economic development. The Group’s policy is clear: constantly fight against any form of discrimination or intolerance.
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● Recruitment, a refl ection of diversity The Group’s recruitment policy guarantees equal opportunities and refl ects the diversity of the social environment. This desire is marked by selection methods that objectively assess the abilities of applicants for posts. The Group only calls on the expertise of people from other countries when it is not possible to fi ll the post with a local recruit. The Group also undertakes not to discriminate in terms of age when it comes to recruitment. The recruitment, integration and professional development of employees without distinction by culture, nationality, gender, experience and career is a key element of the Group’s development policy.
● Developing diversity Although the jobs performed within the Group are traditionally male-dominated due to the specifi c features of certain activities, women represent 34.78% of all employees, up 0.77 points between 2012 and 2013. However, the Group is careful to respect diversity within the company, and fi ghts hard against all forms of discrimination or inequality, by o! ering all employees of the same ability the same opportunities regardless of their origins, beliefs, opinions, lifestyles, gender, age, ethnic group, nationality, state of health, disabilities or whether or not they are a trade-union member.
● Providing disabled people a valued role in the workplace Entirely in line with its policy of promoting diversity and equal opportunities, the Bolloré Group considers the integration and long-term employment of people with disabilities as a major employment objective. In 2013, 216 disabled employees worked for the Bolloré Group in France, up 8% since 2012. By increasing its activities in this area – recruitment, training, maintaining employment by means of redeployment, subcontracting with the protected and adapted sector – this number is rising every year. Through this commitment, the Bolloré Group is defining a management stance on employing people with disabilities, with the aim of embracing and integrating diversity, better meeting legal requirements, and supporting its customers’ societal commitments.
17.3.2.5. Encouraging dialog with the workforce; employee involvement and engagement
The Bolloré Group is increasing its activities in relation to both internal and external growth, which requires a suitable approach in terms of human resources management. Each division tries to promote dialog with sta! representatives and to keep its employees informed of the latest company news.
● Maintaining and developing dialog with the workforce Convinced that it brings innovation and progress, the Bolloré Group encourages constant, high-quality dialog with its sta! . In France, as in numerous other countries, employees working in large industrial or commercial structures are represented by independent trade-union organizations or by representatives elected by the sta! . Every year, negotiations are entered into and agreements signed by labor and management on numerous issues. 2013 was marked by the signing of 122 corporate agreements or action plans pertaining in particular to the “cross-generation” agreement. In 2013, the French companies in the Group spent 6,066,983 euros on staff services and activities and the operation of the Works Councils, representing approximately 1.29% of the gross wage bill of all French companies in the Group.
● Keeping employees informed Each division keeps employees informed of company news. In addition to notices and information from management, a wide range of information for employees is provided in the Group and Division newsletters and on their intranet sites.
17.3.3. PROMOTING ECO-RESPONSIBILITY AND INNOVATION
In line with its commitment to CSR, Bolloré works to reduce the impact of its activities on the environment. It further commits to develop its businesses, products and services to meet the new challenges posed by climate change. The Group’s environmental policy also meets the requirements of those customers who have factored in environmental impacts into their decision when choosing products and services o! ered to them. This policy is based on the following four commitments, which refl ect both taking environmental hazards into account (identifi ed by risk mapping) and the Group’s entrepreneurial spirit and desire to innovate to create eco-friendly products.
17.3.3.1. Integrating environmental performance in the Group’s overall strategy
Concerned with improving environmental performance, the Bolloré Group maintains a momentum of continuous progress through its commitments and action plans defi ned by its divisions. The Purchasing Department has continued to uphold its specifi c policy implemented in 2009 concerning company vehicles within the French companies of the Bolloré and Havas Groups. A table showing vehicles made available to employees is prepared twice per year by the Purchasing Department and is adjusted according to changes in the manufacturers’ ranges. It is based on two main selection criteria: • engine power; • CO2 emissions (in grams/kilometer). In 2013, the percentage of vehicles purchased that emit less than 120 g of CO2 (on average) per 100 kilometers for the Havas and Bolloré Groups increased compared to 2009. It represents approxi- mately 80% of the company vehicle fl eet purchased, versus 20% in 2009. This proactive policy is refl ected in particular within the divisions by an increase in the number of sites that have rolled out a certifi cation process either pertaining to quality management (IS 9001) or environ- mental management (ISO 14001). In 2013, the percentage (all divisions combined) of industrial sites with ISO 14001 certifi cation came to 12% (versus 9% in 2012) and the percentage of ISO 9001 certifi ed companies increased 16% compared with 2012 (39% in 2013 versus 23% in 2012). In 2013, four environmental audits were conducted on the MPS, DIT, Abidjan and Congo terminals in the Bolloré Africa Logistics division. These visits were carried out by Bureau Veritas, which concluded that the environmental aspects were appropriately taken into consid- eration by the management of each port, within their scope.
17.3.3.2. Prevent and reduce the environmental impact of activities
Risk control is fully integrated into the management process for the Group’s activities via risk mapping and constitutes an important decision-making tool. This is refl ected, in particular, in policies for reducing greenhouse gas emissions (GHG) and preventing pollution. Greenhouse gas emission reports for companies where this is mandatory, namely Bolloré Énergie et Bolloré SA, were published in 2012. They were not completed for 2013, as provided for under the provisions of article 75 of the Grenelle II act which states that “these reports must be updated no later than before the end of each three-year period that follows.” Saga France (representing approximately 7% of the turnover for the Bolloré Logistics division), going beyond the legal requirements (article 75 of the Grenelle II act – three-year realization), carried out a further greenhouse gas emissions (scopes 1 and 2) assessment in 2013, for its mainland France locations. 1,848 metric tons of CO2 equivalent were generated in 2012, versus 2,050.5 tons in 2011, which is an increase of about 11% in Saga France’s greenhouse gas emissions.
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In 2013, the Bolloré Logistics division extended the greenhouse gas emissions reporting internationally. The fi rst report outside France was prepared by SDV Singapore, with emissions generated by this subsidiary of around 2,270 metric tons of CO2 equivalent (for the 2012 business activity). This international spread will be continued in 2014, with a goal of carrying out at least 20 new assessments. In another example, the Bolloré Films Plastiques division focused more specifi cally this year on reducing the SF6 emissions from the Pen Carn factory. These emissions were reduced by 42.30% compared with 2012. Investments in preventing environmental hazards were increased in 2013, and show the commitment from the divisions to reducing their environmental footprint. The amounts in the table below correspond to the total cost of materials and actions undertaken by the divisions. However, only the amounts of investments and expenses strictly meeting the defi nitions below are mentioned. A task was initiated in 2013 involving the financial officers, QHSE directors and sustainable development directors, to specifically define the environmental share of the expenses and investments not exclusively dedicated to environmental protection. Any investments by an entity in new projects or equipment at new or existing installations (ports, oil depots, warehouses, manufacturing or assembly plants, etc.) are classed as environmental investments provided they are intended to help protect the environment and/or prevent any environmental risks.
Environmental spending corresponds to spending on environmental protection and measures the fi nancial means that the company puts into prevention, reduction or suppression of harm to the environment. Provisions for environmental hazards fall outside this definition and are presented in section Consolidated fi nancial statements, note 17 – Precisions for contingencies and charges of this document. As an example, the amounts in the table may concern: • construction of oil retention area; • installation of systems for recovery of used oils; • construction of washing areas; • construction of a settler, separator for oil-contaminated water; • channeling networks and treatment before discharge; • purchase of anti-pollution kits; • installation of systems for recovery of rainwater; • site depollution/decontamination; • installation of energy-saving and noise reduction systems; • waste collection and treatment.
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The 2012 data presented in the tables below correspond to the data published in the 2012 registration document.
Environmental investment and spending
(in thousands of euros)
2012 2013
Environmental investments
Environmental spending
Environmental investments
Environmental spending
Transportation and logistics 6,036 3,473 4,779 5,621
Oil logistics 1,872 6,283 3,173 3,044
Communications(1) 0 59 0 35
Electricity storage and solutions 693 919 2,105 3,812
Other(2) 0 30 0 20
TOTAL 8,601 10,764 10,209 12,497
(1) This data only concerns the environmental expenses of the Havas Group. (2) Agricultural assets, holdings.
The environmental commitment of the divisions also demonstrated by the fact that in 2013, as in 2012, in the French scope, there was no breach of regulations covering facilities classifi ed for the protection of the environment (ICPE) at any of the entities concerned although the number of ICPE increased.
Facilities classifi ed for the protection of the environment (ICPE)
2012 2013
Sites subject to declaration
(ICPE)
Sites subject to authorization
(ICPE) ICPE audits conducted
Breaches identifi ed
during ICPE audits or by local
authorities
Sites subject to declaration
(ICPE)
Sites subject to authorization
(ICPE) ICPE audits conducted
Breaches identifi ed
during ICPE audits or by local
authorities
Transportation and logistics 18 7 3 0 18 6 6 0
Oil logistics 111 21 33 0 115 20 31 0
Communications(1) 0 0 0 0 0 0 0 0
Electricity storage and solutions 0 3 1 0 0 3 1 0
Other(2) 1 0 2 0 1 0 2 0
TOTAL 130 31 39 0 134 29 40 0
(1) Covers only Havas data. (2) Agricultural assets, holdings.
17.3.3.3. Innovate to anticipate new environmental requirements
The environmental challenges that make pollution a major concern, along with the increasing worldwide urbanization, point to the development of alternative mobility solutions to traditional individual vehicles, such as electric or hybrid vehicles, and car-sharing solutions. The Bolloré Group’s investment in a research and development program on electrical energy storage has been anticipating these changes for more than twenty years. With this hugely successful program, the Group has developed innovative energy storage technologies, based on: the LMP® battery and supercapacitors. The technology developed today by Blue Solutions is thus a solution responding to two major environmental issues: the development of clean transportation and intelligent energy management, in particular through better integration of renewable energy.
● An unique technology for innovative means of transportation: the LMP® (Lithium Metal Polymer) battery Lithium is the lightest known metal and has a very high electro- chemical potential. Today, lithium batteries for consumer electronic devices do not use lithium in metal form, but as ions inserted in another material. The LMP® battery, using metallic lithium, has entirely recyclable components and contains no toxic liquids. The recycling process has been studied for a long time, and makes it possible to recover a large part of the lithium, iron phosphates and lithium salts from the battery. These characteristics make it a more environmen- tally-friendly energy storage solution. The LMP® battery was designed for onboard use in electro-mobility solutions. This strategic choice allowed the Group to develop compete systems: • battery and battery management system; • electric traction chain for electric vehicles; • electric cars (Bluecar® vehicles); • electric buses (Bluebus); • charging stations; • charging and client management infrastructure; • onboard electronics, GPS system, telemetry and 3G/GPRS data
collection; • client management and identifi cation system.
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With all these developments, the Bolloré Group is able to internally control the entire value chain of electric vehicles. This has made it possible to deploy the integrated car-sharing system of electric self-service vehicles: Autolib’ in Paris, Bluely in Lyon and Bluecub in Bordeaux in 2013.
● Renewable energy supply for electric vehicles Concerning fighting global warming and, in particular, reducing greenhouse gas emissions, the actions implemented in 2012 were continued and reinforced: • Autolib’ continues to subscribe balance certificates with EDF,
guaranteeing it energy from 100% renewable sources; • Bluely signed an agreement with the Compagnie nationale du
Rhône, for the supply of renewable energy.
● Towards better integration of renewable energy in electrical networks Energy storage solutions also have stationary applications. For example, stationary batteries can make it possible to o! set intermittencies of renewable energy. Thus, a producer of renewable energy (solar, wind) will be in a position to store a part of its production during periods of low demand and sell it during periods of peak demand. The concept developed by Bluestorage integrates renewable energy in electrical networks, and thus energy transition. Bluesolutions’ vision is to meet both the eco-responsible concerns of developed countries and the issues of access to energy for developing countries.
● Energy as a basis for development in the world Bluestorage created a house project called “Bluehouse”. This is a completely modular autonomous building that produces its electricity using 120 m2 solar panels and 60 kWh of LMP® batteries. This solution seems to present a new opportunity for developing countries, which would thus benefi t from access to education, health, energy and processed drinking water.
17.3.4. TAKE ACTION FOR LOCAL DEVELOPMENT
17.3.4.1. Establish a relationship built on trust with stakeholders
The Bolloré Group’s vision with respect to its external stakeholders is to establish mutual understanding at all relevant levels of the company, through listening, dialog and, where applicable, collabo- ration. This strategy is in line with the rationale of the ISO 26000 standard, making dialog with stakeholders the backbone of its approach. This dialog, facilitated by long-term location of subsidiaries abroad, is strengthened when the Group is challenged by participants from civil society. As an example, four NGOs contacted the French national point of contact of the OECD regarding the situation of local residents close to oil palm plantations in which the Group holds a minority interest. In line with its policy of openness, the Bolloré Group agreed to talk to the complainants to address the issues they had raised. Following a mediation process overseen by the French national point of contact, the parties concerned agreed to implement an action plan to improve the situation of these local residents. Approved by all parties in September 2013, the action plan is designed around eight main themes: • communication with local communities, via dialog platforms; • compensating local residents, on land issues; • decreasing environmental pollution (waster, air and soil); • access to healthcare, education, water and electricity for the local
population;
• economic support to local development; • improving working and housing conditions (workers and sub-
contractors); • peaceful resolution of confl icts on plantations; • transparency in distributing information. • it will be implemented by the agri-industrial company in question,
under the direction of the head of CSR for the plantations. This plan will be monitored for two years by an independent assessment body, with the aim of: • following, using selected indicators, the implementation of the
action plan by Socapalm; • making recommendations, and submitting changes, if necessary,
for e! ective implementation. The results of the assessment are presented to the Bolloré Group each year, in its role as advocate of the national point of contact. As highlighted by the OECD national point of contact, this joint construction of a CSR policy, meeting the expectations of workers and local populations, is new for all stakeholders involved.
17.3.4.2. Strengthen the local presence of the Group’s activities
In 2013, the Bolloré Group began taking steps to measure the socio-economic footprint of its activities on the territories in which it operates. The socio-economic footprint consists of measuring, in particular, fi nancial fl ows, job creation, training o! ered to employees, suppliers or local authorities, and from this, assessing the contribution to local development. The assessment was launched on three pilot sites: one in France, one in Asia and one in Africa. The three sites represent all of the activities set up by the Bolloré Group and make it possible to build a common framework.
17.3.4.3. Promote the joint commitment of employees
17.3.4.3.1. Fondation de la 2e chance The Fondation de la 2e chance was created in 1998 by Vincent Bolloré, who still chairs it in 2013. Recognized in the public interest in 2006, the Foundation received the IDEAS label on October 13, 2011. This label informs and reassures donors that the charity concerned follows best practice in terms of governance, fi nancial management and e$ ciency monitoring. The purpose of this foundation, which has 58 relay o$ ces, is to fi nancially and morally assist persons aged from 18 to 62, who have experienced real hardship, but also show a real desire to bounce back. These persons are helped to achieve their career goals through practical training leading to a qualifi cation, setting up or taking over a company. To ensure the life-changing projects can be e! ectively supported, candidates are selected based on four criteria: • the candidate has been through a major rupture in their past life; • the candidate is currently in a vulnerable situation; • co-fi nancing is available (or at least being sought); • the project is realistic and sustainable. The selection procedure lasts between two and three months. Instructors (volunteers from the foundation’s economic partners – independent volunteers or volunteers from associations) meet with the candidates and carefully study their goals. The relay o$ ces are split into fi ve broad regions of France. They coordinate and lead more than 58 local instruction and sponsorship teams, including five directly hosted by the Bolloré Group. Sponsorship is thereby always made in a local situation: the recipients are never far from the people who support them. The decision to support a project is taken by the regional Approval Committee, whose ruling is strictly compliant with the conclusions of the instructors. In the event of a disagreement, the fi nal decision is passed up to the Board of Directors.
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The Foundation’s continuous action relies on a team of permanent employees and volunteers: • 11 employees in the Bolloré Group’s registered o$ ce coordinate all
of the participants; • 1,000 working volunteers act as on-site delegates, instructors and
sponsors. In 2013, the number of candidates supported was maintained at around 500. The average grant per candidate is 3,300 euros. In 2013, of 502 graduates from its programs, 77% were helped with training and 23% to create a business. Candidates between 25 and 44 years old represented 58% of the projects supported.
● Outlook In 2013, the Foundation also launched a complete review of all of the projects supported between 1999 and 2010, called a “living memory”. • Out of 100 companies created, 61 are still active today. • Out of 100 former candidates questioned, 65 state they are no
longer in a vulnerable situation. • Finally, out of 100 former candidates who had training, 68 say they
found employment. The Fondation de la 2e chance, continuing along this path, confi rms its future objectives: • solidarity over the long-term; • enhancing professionalism and geographical coverage; • being recognized as a major player in the struggle against social
exclusion. The Fondation de la 2e chance’s initiatives would not be possible without its funding partners. The Foundation is funded by around a hundred partner companies (private and public), including Caisses d’Epargne (savings banks), the European Social Fund (multi-year partnership agreement), the government (Labor Ministry), and the Caisse de dépôts et consignations (state-owned fi nancial institution). Private individuals can also make donations and legacies.
17.3.4.3.2. Earthtalent Earthtalent, created in 2008 as a large social and international network, provides a central point for information on solidarity initiatives and aims to foster their support. The projects are local and stem from Bolloré Group employees themselves. Through them, the Bolloré Group promotes social entrepreneurship. Available in two languages, the Earthtalent platform gathers employees from 47 countries in which the Bolloré Group is located. 18 local representatives lead the community of local employees. They identify potential initiatives and participate in on-site activities. Since 2010, 20 projects have been identifi ed and supported in eight countries in Africa, Asia and Latin America. In 2013, the impact of our activity could be quantifi ed: there were 4,309 direct and indirect recipients and 137 jobs created within the structures related to the projects. In general, these projects are consistent with contributing to the UN’s millennium development goals. Since 2010 Earthtalent has largely supported the empowerment of women. The wide variety of projects, however, makes it possible to address other issues: • 80% of projects contribute to reducing extreme poverty; • 45% of projects contribute to improvements in health; • 20% of projects help ensure primary education for all; • 25% of projects contribute to environmental conservation. Each of the projects is supported for three years based on a rigorous methodology in the field, implemented by our international committee of volunteer employees: • at the local level: ambassadors who act as spokespersons for
Earthtalent in each country, country heads and project leaders; • in France: an internal development committee of 20 employee
volunteers, general management, divisional heads and human resources, communications and marketing managers.
63% of the projects supported in 2012 demonstrated responsible project management and a sustainable impact. They were thus able to benefi t from Earthtalent’s renewed support. The Earthtalent program is a united program embodying the Group’s general spirit and its values and CSR commitments. This general spirit of Earthtalent is refl ected by four specifi c objectives: • contribute to the millennium development goals; • produce a sustainable impact; • add value to the commitment of employees; and • create non-fi nancial value.
Performance indicators are then defined for the four strategic objectives identified above. They make it possible to measure achievement in each area both quantitatively and qualitatively. At Bolloré Group level: • the e! orts provided by local teams; • results obtained by the local entity; • results obtained by the Group. At local level: • results provided by the projects themselves; • openings created locally with stakeholders; • the level of response to local issues. The responses are obtained by action reports, fi eld surveys (once a year) and through sampling (twice a year) of the: managers of leading associations, project sponsors, patrons of the local entities concerned, Earthtalent’s local ambassadors and the Group’s employees.
17.3.5. NON-FINANCIAL INDICATORS
The Group has developed its own reporting methodology in accordance with decree no. 2012-557 dated April 24, 2012, implementing the Grenelle II act and AMF guidance on CSR disclosures. This methodology is consistent with Global Reporting Initiatives (GRI), IAS 100 and IFRS guidelines, and ISO 26000. It is distributed and applied to all entities which gather and communicate supplementary information to the Group. The entities examined correspond to those included in the fi nancial scope.
17.3.5.1. Social reporting
17.3.5.1.1. Note on methodology
● Organization The reporting process relies on three levels of involvement: • at central level: the Group’s human resources information systems
department organizes and supervises the reporting of information throughout collection. It consolidates the social indicators of the divisions;
• at divisional level: the division representatives makes sure the process runs smoothly, approving all fi les collected within this scope;
• at local level: local representatives are responsible for completing the collection fi les.
● Collection period of scope The data relating to the reporting year are collected on January 1 of the following year for the period from January 1 to December 31. The Consolidation department sends the list of the Group’s consol- idated companies, indicating for each one the method of consoli- dation as well as the percentage of integration. The collection scope applies to all fully-consolidated companies, from the moment that the company takes on sta! . The collection scope is identical to the fi nancial scope. We have decided to reduce some indicators in the France scope since the latter were di$ cult to transpose as is without losing reliability. Before extending these indicators to a worldwide scope it seemed appropriate to work with the representatives concerned, on common, shared defi nitions. This advance methodological work thus allowed us to gather reliable and auditable data.
● Indicators Employee information reporting counts each employee as one unit, regardless of how long that employee has worked during the year. The subjects covered in our information collection are headcount, sta! mobility, training, compensation, health and safety, as well as professional relations.
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Headcount at December 31, 2013
Employees by activity and by geographical region
France Europe Africa Asia – Pacifi c America Total
Transportation and logistics 4,943 1,318 23,092 3,943 955 34,251
Oil logistics 1,149 103 1,252
Communications 3,155 4,738 130 2,057 5,700 15,780
Electricity storage and solutions 1,500 217 25 295 2,037
Other 285 3 288
TOTAL 11,032 6,379 23,222 6,025 6,950 53,608
AS A PERCENTAGE 21 12 43 11 13 100
● Collection fi les Two collection fi les for each company are automatically generated from the centrally held data: • one fi le containing the collection fi le from the previous year; • one predefi ned fi le for the collection for the current year. There are two types of collection fi les: • for French companies: headcount and corporate information; • for foreign companies: headcount. The forms are pre-completed based on the type of operation: • internal (French companies whose pay is centrally managed):
individual data on employees is pre-completed in full and must be verifi ed;
• external (companies whose pay is not centrally managed): the collection fi les are not pre-completed, the data must be entered and verifi ed.
● Monitoring and validation To ensure the reliability of the indicators, the Human Resources department has set up: • a user guide and interactive assistance; • a hotline providing support to representatives. The monitoring and validation objectives are as follows: • detect discrepancies recorded in the reporting tool; • ensure the reliability of data by using a two-step validation process
(division, local). To ensure the consistency of the data entered in the reporting tool, the steps for validation are consecutive. The data entered is subject to integrity checks, to detect inconsistencies in the data for the same employee.
The reporting tool also detects errors at each stage of validation as well as a check for completeness. In case of a change in the headcount for a scope, the Group’s Human Resources department will ask the representatives to provide justifi cation.
● Note on methodology — Bolloré Scope
The indicators below were collected and consolidated at the Bolloré Group level using the reporting tool presented above. The scope covers 100% of the Bolloré Group’s employees.
— Havas Scope The below indicators were collected and consolidated at the Havas Group level using Havas’ specifi c “CSR” reporting software. The data are calculated in relation to the headcount according to the system as at December 31, 2013 (15,414 employees). Depending on the rate of response obtained, the indicators presented below specify the scope covered and reflect the information communicated in the Havas annual report.
17.3.5.1.2. Information on headcount As at December 31, 2013, the Bolloré Group had 53,608 employees, or a drop of 3.60% mainly associated with the non-consolidation of SAFACAM.
Distribution of employees by geographical region
43% — AFRICA
21% — FRANCE AND FRENCH OVERSEAS DEPARTMENTS AND TERRITORIES
13% — AMERICAS
11% — ASIA-PACIFIC
12% — EUROPE EXCLUDING FRANCE
Changes in headcount
France
8,726
11,130
11,032
2011
2012
2013
Abroad
29,160
44,425
42,576
2011
2012
2013
Total
37,886
55,555
53,608
2011
2012
2013
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Headcount by type of population
Men Women Total
Transportation and logistics 25,325 8,926 34,251
Oil logistics 884 368 1 252
Communications 6,970 8 810 15,780
Electricity storage and solutions 1 611 426 2 037
Other 158 130 288
TOTAL 34,948 18,660 53,608
AS A PERCENTAGE 65 35 100
Headcount by type of contract
(as a percentage)
Open-ended contracts (CDI)
Fixed-term contracts (CDD)
Transportation and logistics 90.62 9.38
Oil logistics 94.97 5.03
Communications 88.61(1) 11.39(1)
Electricity storage and solutions 97.15 2.85
Other 97.22 2.78
TOTAL 90.44 9.56
(1) Scope of Havas’ total headcount covered: 93%.
The reliability of this indicator is currently being assessed for the Havas scope. It is presented this year only as a percentage.
Employees by gender
34.81%
65.19%
Women
Men
Distribution of workforce by contract type
9.56%
90.44%
Fixed-term contracts (CDD)
Open-ended contracts (CDI)
Employee numbers by age
Under 30 years 30 to 39 years 40 to 49 years 50 years and over Total
Transportation and logistics 5,967 11,989 8,943 7,352 34,251
Oil logistics 130 243 363 516 1,252
Communications 5,413(1) 5,889(1) 2,906(1) 1,408(1) 15,616(1)
Electricity storage and solutions 402 612 601 422 2,037
Other 37 93 68 90 288
TOTAL 11,999 18,881 12,907 9,800 53,587
AS A PERCENTAGE 23 35 24 18 100
(1) Scope of Havas’ total headcount covered: 99%.
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Recruitment and departures
In 2013, the Bolloré Group took on 10,865 new employees, including 66.61% under open-ended contracts.
New hires Headcount %
Open-ended contracts (CDI) 7,237 66.61
Fixed-term contracts (CDD) 3,628 33.39
TOTAL 10,865 100.00
Scope of Havas’ total headcount covered: 97%.
In 2013, 10,282 people left the company.
Departures Headcount %
Resignations 4,911 47.76
End of fi xed-term contracts (CDD) 1,477 14.36
Redundancies 1,471 14.31
Retirements 605 5.88
Other 1,818 17.68
TOTAL 10,282 100.00
Scope of Havas’ total headcount covered: 91%.
Training
Of the 11,032 Bolloré Group employees present at December 31, 2013, 5,475 (or 49.62%) received training during the year.
Employees trained
Total As a percentage
Transportation and logistics 2,931 53.54
Oil logistics 358 6.54
Communications 1,279(1) 23.36(1)
Electricity storage and solutions 793 14.48
Other 114 2.08
TOTAL 5,475 100.00
(1) Scope of Havas’ total headcount covered: 95%.
The reliability of this indicator is currently being assessed for the Worldwide scope. It is presented this year only as a percentage and not itemized.
Social indicators
Since 2012, the indicators integrate all of the Havas Group’s employees, or 15,414 employees at December 31, 2013. For 2013, the “% Havas” column indicates the percentage of the scope covered for each of the indicators.
2013 % Bolloré % Havas 2012 2011
Headcount
Employees at December 31 53,608 100 100 55,555 37,886
France 11,032 100 100 11,130 8,726
% open-ended contract (CDI) 90.44 100 93 88.8 90.86
% fi xed-term contract (CDD) 9.56 100 93 11.2 9.14
% men 65.19 100 100 65.99 73.92
% women 34.81 100 100 34.01 26.08
% aged <30 22.36 100 99 22.84 18.51
% aged 30-39 35.23 100 99 34.92 33.12
% aged 40-49 24.10 100 99 24.3 26.34
% aged 50 and over 18.31 100 99 17.94 22.03
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2013 % Bolloré % Havas 2012 2011
Hiring and departures
New employees hired 10,865 100 97 12,174 8,274
Including hires in open-ended contracts (CDI) 7,237 100 97 7,952 4,934
Departures 10,282 100 91 9,335 5,526
Redundancies 1,471 100 91 1,546 1,343
Overtime (France)
Number of overtime hours worked 204,786 100 100 183,527 224,248
External workforce (France)
Temporary and freelance workers 529.10 100 94 605.3 666
Organization of working time
% full-time employees 96.84 100 99 97.16 92.86
% part-time employees 3.16 100 99 2.84 7.14
Number of employees taking at least one day’s absence (France) 7,976 100 100 7,795 6,076
Total number of days absent (France) 120,717 100 100 118,908 92,565
Sick leave 76,221 100 100 72,533 58,884
Maternity/paternity leave 23,680 100 100 24,034 15,231
Accidents in the workplace or travelling to or from work 8,672 100 100 9,678 10,756
Compensation in euros (France)
Gross compensation (based on annual declaration) 470,580,437 100 100 456,000,038 323,472,536
Employee incentive-based payments 9,069,104 100 100 11,584,486 5,983,896
Employee profi t-sharing 9,458,544 100 100 8,516,687 6,793,462
Professional relationships and collective agreements (France)
Number of collective agreements signed 122 100 92 111 84
Agreements on compensation 29 100 92 30 32
Agreements on health and working conditions 12 100 92 6 8
Agreements on dialog with sta! 15 100 92 2 12
Healthcare, working conditions, health and safety (France)
Number of workplace accidents 222 100 99.96 277 255
Number of employees trained in health and safety 2,412 100 37 2,796 1,883
Training
Number of training hours given (France) 120,245 100 95 131,901 96,903
Average number of training hours given/ participant (France) 22 100 95 22 20.15
Career development (France)
Fixed-term contracts (CDD) converted to open-ended contracts (CDI) 235 100 100 263 207
Professional insertion and people with disabilities (France)
Employees with disabilities 216 100 94 200 153
Sta& services and activities (France)
Budget for sta! and cultural services and activities and Works Council 6,066,983 100 100 6,332,869 4,577,769
(1) Data as published in the 2012 and 2011 reports.
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17.3.5.2. Environmental and societal reporting
17.3.5.2.1. Reporting method
● Organization Each division has appointed a sustainable development director who, in addition to helping defi ne indicators, manages the software for data collection in the companies he considers important in terms of turnover and headcount. His role is to: • ensure that data collection deadlines are met; • support the contributor in collecting the data, and respond to any
questions that may be asked by the contributor; • verify the consistency and reasonableness of the data on a divisional
level; • ensure the completeness of the information collected. Each entity selected by the division’s sustainable development director is represented by a contributor. This contributor may control several entities and is therefore responsible for the consistency of all data from these entities. He records the information collected within the software for the entities under its control and must in this regard: • collect the data (if he or she does not have the required information,
he or she must ask the services concerned in order to fi ll in the missing data). The contributor may contact the division’s sustainable development director if necessary;
• ensure the consistency and reasonableness of the data (check that no data is missing, ensure there are no negative values for consumption, make sure it is a reasonable number, particularly with regard to data from the year N-1), where available.
These directors serve as the “interface” between the divisions and the holding company. They play an essential role in implementing the Group’s CSR strategy. They are involved in defi ning the strategy and ensuring its deployment within their divisions. They make employees aware of CSR issues through mobilization and training initiatives. They promote the initiatives led by organizations in their area and disseminate good practices. They take part in discussions with stakeholders (clients, suppliers, etc.).
The directors guide their clients’ sustainable development approach, o! ering them services that enable them to reduce their environmental footprint, with a focus mainly on the industrial divisions (IER, Transportation divisions, etc.).
● Collection period Data is collected for the year (i.e. from January 1 through December 31). The month of December may be extrapolated, if the data is not available when the reports are run.
● Indicators The indicators comply with the legal provisions and correspond to the Group’s four strategic areas. The indicators that concern only the France or OECD scope in 2012 were deployed on the Group scope in 2013, however it was not possible to report all indicators at Group scope.
● Monitoring and validation For the 2013 fiscal year, monitoring of the reporting data was reinforced in the collection tool. The monitoring and validation objectives are as follows: • make note of the di$ culties encountered by contributors during
data entry and solve them; • detect discrepancies in the data recorded. In 2013, a consistency
test was implemented in the reporting software. The entity was automatically alerted when the data entered showed a di! erence of 20% more or less than the previous year;
• collect auditable data.
● Internal monitoring An internal auditor may carry out checks on the data collected by the entities within the context of fi nancial monitoring. Regarding Havas’ extra-financial reporting, please refer to the registration document published by Havas.
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17.3.5.2.2. Table of environmental and societal indicators
Consumption of raw materials and energy (1)
Unit of measurement 2013 data 2012 data 2011 data 2010 data
Consumption of raw materials
Water (from distributed supply and natural environment) m3 1,995,451 2,243,585 1,732,589 1,582,604
Energy consumption
Electricity(2) MWh 188,408 223,436 266,820 218,931
Heavy fuel oil consumed by buildings (o$ ces, warehouses, factories, etc.) m3 749,773 224,005 Not requested Not requested
Domestic fuel oil consumed m3 174,150 142,277 Not requested Not requested
Liquefi ed Petroleum Gas (LPG) consumed m3 9,657 16,596 Not requested Not requested
Gas m3 3,034,057 2,229,259 669,652 782,890
Urban heating MWh 1,276 1,768 Not requested Not requested
(1) The 2013 data includes Havas Group consumption. They present data for gross consumption collected from entities surveyed. The Statutory Auditors, in their capacity as an independent third-party organization, verifi ed the data indicated in the table above.
(2) Electricity consumption by Autolib’ vehicles was 7,879 MWh in 2013 versus, 5,746 MWh, in 2012. It is not included in this fi gure.
The years 2011-2012 presented in the table above correspond to the information published in the registration documents for the years in question.
Table of societal actions supported in the areas of culture, health, education and sponsorship
2013
Cultural initiatives Heath initiatives Educational initiatives Sponsoring
initiatives
Transportation and logistics 120 119 123 205
Oil logistics 4 0 1 39
Electricity storage and solutions 3 15 10 30
Other(1) 2 2 7 6
TOTAL 129 136 141 280
(1) Agricultural assets, holdings.
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Grenelle II cross-reference table
Information required under the Grenelle II Act
Information published in the registration document 2013
Information published in the CSR Report 2013
Scope covered by the indicator
Social information
Total workforce and distribution of employees by gender, age, geographical area
See 17.3.5.1.2 “Headcount at December 31, 2013” workforce indicators in “Social reporting”, pages 105, 106
Group (registration document)
Hiring and departures
See 17.3.2.4 “Integrating diversity of all forms and guaranteeing equal opportunity throughout employees’ careers”, pages 99, 100 See 17.3.5.1.2 “Recruitment and departures” workforce indicators in “Social reporting”, page 107
“Be an employer of choice” in Bolloré Africa Logistics, page 25 “Scouting premises” in Plantations, page 49
Group (registration document) CSR Report: Bolloré Africa Logistics and Plantations
Compensation and changes in compensation
See 17.3.5.1.2 “Compensation (in euros)” workforce indicators in “Social reporting”, page 108
France (registration document)
Organization of working time
See 17.3.5.1.2 “Organization of working time” workforce indicators in “Social reporting”, page 108
Group (registration document)
Absenteeism See 17.3.2.4 “Integrating diversity of all forms and guaranteeing equal opportunity throughout employees’ careers”, pages 99, 100 See 17.3.5.1.2 “Organization of working time” workforce indicators in “Social reporting”, page 108
France (registration document)
Organization of dialog with the workforce, (in particular the procedures for informing and consulting sta! as well as negotiation procedures)
See 17.3.2.5 “Encouraging dialog with the workforce; employee involvement and engagement”, page 100
Group (registration document)
Collective agreements
See 17.3.2.5 “Encouraging dialog with the workforce; employee involvement and engagement”, page 100 See 17.3.5.1.2 “Professional relationships and collective agreements” workforce indicators in “Social reporting”, page 108
“Health initiatives at work” in Bolloré Logistics, page 12 “Encourage intergenerational transfer and developing skills” in Oil logistics, page 31 “Develop skills” in Communications, page 38
France (registration document) CSR Report: Bolloré Logistics Bolloré Énergie Communications
Occupational health and safety conditions
See 17.3.2.1 “Ensuring safety and looking after the health of all employees”, pages 98, 99
“Guaranteeing the health and safety of employees” in Bolloré Logistics, page 12 “Guaranteeing the health of employees and increase their safety through training” in Bolloré Africa Logistics, page 22 “Regularly apply and improve health and safety systems” in Oil logistics, page 31 “Guarantee the health and safety of employees” in Electricity storage and solutions, page 47, and in Plantations, page 48
Group (registration document) CSR Report: Bolloré Logistics Bolloré Africa Logistics Bolloré Énergie Electricity storage and solutions SAFACAM
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Information required under the Grenelle II Act
Information published in the registration document 2013
Information published in the CSR Report 2013
Scope covered by the indicator
Workplace accidents (in particular their frequency, their severity and work-related illnesses)
See 17.3.2.1 “Ensuring safety and looking after the health of all employees”, pages 98,99 See 17.3.5.1.2 “Healthcare, working conditions, health and safety” workforce indicators in “Social reporting”, page 108
“Safety issues” in Bolloré Africa Logistics, page 23
Concerning the frequency and severity of industrial accidents and occupational illnesses, the Group has taken steps to improve the communication of news for the 2014 fi nancial year. France (registration document) CSR Report: Bolloré Africa Logistics Republic of Côte d’Ivoire
Report of agreements signed with trade unions or sta! representatives regarding occupational health and safety
See 17.3.2.5 “Encouraging dialog with the workforce, employee involvement and engagement”, page 100 See 17.3.5.1.2 “Professional relationships and collective agreements” workforce indicators in “Social reporting”, page 108
France (registration document)
Training policies See 17.3.2.2 “Anticipating changes in the business lines, developing skills and promoting local talents”, page 99
“Developing skills, promoting talents and encouraging mobility” in Bolloré Logistics, page 14 “Be an employer of choice” in Bolloré Africa Logistics, page 25 “Encourage intergenerational transfer and developing skills” in Oil logistics, page 31 “Developing skills, promoting talents and encouraging mobility” in Communications, page 38 “Supporting new skills” in Electricity storage and solutions, page 47
Group
Total number of hours of training
See 17.3.5.1.2 “Training” workforce indicators in “Social reporting”, page 108
France (registration document)
Measures taken to improve gender equality
See 17.3.2.4 “Integrating diversity in all forms and guaranteeing equal opportunity throughout employees’ careers”, pages 99, 100
“Guaranteeing gender equality”, in Communications, page 37
Group (registration document) CSR Report: Communications
Measures taken to encourage the employment and integration of disabled people
See 17.3.2.4 “Integrating diversity in all forms and guaranteeing equal opportunity throughout employees’ careers”, pages 99, 100 See 17.3.5.1.2 “Professional insertion and people with disabilities” workforce indicators in “Social reporting”, page 108
“Grow the hiring of disabled workers” in Communications, page 37
France (registration document) CSR Report: Communications
Policy to combat discrimination
See 17.3.2.4 “Integrating diversity in all forms and guaranteeing equal opportunity throughout employees’ careers”, pages 99, 100
“Promote equal opportunity in the recruitment process” in Communications, page 37
Group (registration document) CSR Report: Communications
113 17. THE BOLLORÉ GROUP’S CORPORATE SOCIAL RESPONSIBILITY
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Information required under the Grenelle II Act
Information published in the registration document 2013
Information published in the CSR Report 2013
Scope covered by the indicator
Respecting freedom of association and the right to collective bargaining
See 17.3.2.5 “Encouraging dialog with the workforce, employee involvement and engagement”, page 100
Group (registration document)
Elimination of discrimination in respect of employment and occupation
See 17.3.2.4 “Integrating diversity in all forms and guaranteeing equal opportunity throughout employees’ careers”, pages 99, 100
“Promote diversity” in Communications, page 37
Group (registration document) CSR Report: Communications
Elimination of forced or compulsory labor
See 17.3.1 “Sharing common values”, page 98
“Ethics” in Transportation and logistics, page 10
Group (registration document) CSR Report: Bolloré Africa Logistics and Bolloré Logistics
E! ective abolition of child labor
See 17.3.1. “Sharing common values”, page 98
“India: close up of Swabhiman (Bless)” in Earthtalent, page 57
Group (registration document) Earthtalent
Environmental information
Organization of the company to respond to environmental issues and, where applicable, environmental evaluation and certifi cation processes
See 17.1 “Presentation of non-fi nancial performance”, page 95 See “Table of environment- related industrial risks”, in 17.2 “Non-fi nancial risks”, pages 95, 96, 97 See 17.3.3 “Promoting eco-responsibility and innovation”, pages 100, 101 See 17.3.5.2 “Environmental and sociétal reporting”, pages 109
“Environmental strategy” in Bolloré Logistics, pages 14-17 “Limit the environmental footprint of the business activities” in Bolloré Africa Logistics, pages 26, 27 “Controlling the environmental impact of business activities” in Oil logistics, pages 31-33 “Reduce environmental impacts” and “Encourage responsible communication” in Communications, page 39 “A unique technology for new mobility”, “An electric vehicle in car-sharing”, “Innovative products” in Electricity storage and solutions, pages 44,45 “Improve environmental performance” in Plantations, page 49
Group
Training and raising awareness of employees on the protection of the environment
See “Table of environment- related industrial risks”, in 17.2 “Non-fi nancial risks”, pages 96, 97 See 17.3.3 “Promoting eco-responsibility and innovation”, pages 100, 101
“Internal environmental actions” in Bolloré Logistics, page 17 “Table of indicators” and “Implement the CSR strategy internally” in Communications, pages 36,38 “Environmental management systems” in Plantations, page 49
Group (registration document) CSR Report: Bolloré Logistics Communications Plantations
Resources allocated to preventing environmental hazards and pollution
See “Table of environment- related industrial risks”, in 17.2 “Non-fi nancial risks”, pages 96, 97 See “Environmental investment and spending”, in 17.3.3 “Promoting eco-responsibility and innovation”, page 102
“Environmental strategy” in Bolloré Logistics, pages 14-17 “Limit the environmental footprint of the business activities” in Bolloré Africa Logistics, pages 26, 27 “Controlling the environmental impact of business activities” in Oil logistics, pages 31-33 “Table of indicators” in Communications, page 36 “A unique technology for new mobility”, “An electric vehicle in car-sharing”, “Innovative products” in Electricity storage and solutions, pages 44, 45 “Improve environmental performance” in Plantations, page 49
Group
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Information required under the Grenelle II Act
Information published in the registration document 2013
Information published in the CSR Report 2013
Scope covered by the indicator
Amount of provisions and guarantees for environmental hazards (provided this information is not such as to cause signifi cant harm to the company in an ongoing lawsuit)
See Note 17 – “Provisions for contingencies and charges”, page 160
Group (registration document)
Measures to prevent, reduce or remedy emissions into air, water and soil that seriously damage the environment
See “Table of environment- related industrial risks” and “Examples of preventative measures”, in 17.2 “Non-fi nancial risks”, pages 96, 97, 98 See 17.3.3 “Promoting eco-responsibility and innovation”, pages 100, 101 See “Facilities classifi ed for the protection of the environment (ICPE)” in 17.3.3.2 “Preventing and reducing the environmental impact of activities”, page 102
“Environmental strategy” in Bolloré Logistics, pages 14-17 “Limit the environmental footprint of the business activities” in Bolloré Africa Logistics, pages 26, 27 “Controlling the environmental impact of business activities” in Oil logistics, pages 31-33 “Table of indicators”, “Reduce environmental impacts” in Communications, pages 36, 39 “A unique technology for new mobility”, “An electric vehicle in car-sharing”, in Electricity storage and solutions, page 44 “Improve environmental performance” in Plantations, page 49
Group
Measures to prevent, recycle and eliminate waste
See “Table of environment- related industrial risks”, in 17.2 “Non-fi nancial risks”, pages 96, 97 See 17.3.3 “Promoting eco-responsibility and innovation”, pages 100, 101
“Limit the environmental footprint of the business activities” in Bolloré Africa Logistics, pages 26, 27
Group (registration document) CSR Report: Bolloré Africa Logistics
Taking account of noise pollution and any other form of pollution specifi c to a business
See “Table of environment- related industrial risks”, in 17.2 “Non-fi nancial risks”, pages 96, 97 See 17.3.3.2 “Preventing and reducing the environmental impact of activities”, pages 100, 101, 102
“Environmental strategy” in Bolloré Logistics, pages 14-17 “Improve environmental performance” in Plantations, page 49
Group (registration document) CSR Report: Bolloré Logistics and Plantations
Water consumption and water supply having regard to local constraints
See 17.3.5.2.2 “Table of environmental and societal indicators”, page 110
“Reduction of energy and water consumption” in Bolloré Africa Logistics, page 27 “Social housing” in Plantations, page 49
Group (registration document) CSR Report: Bolloré Africa Logistics and Plantations
Consumption of raw materials and measures taken to use them more e$ ciently
See 17.3.5.2.2 “Table of environmental and societal indicators”, page 110
“Table of indicators”, “Reduce environmental impacts” in Communications, pages 36, 39
Group (registration document) CSR Report: Communications
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Information required under the Grenelle II Act
Information published in the registration document 2013
Information published in the CSR Report 2013
Scope covered by the indicator
Energy consumption, measures taken to use it more e$ ciently
See 17.3.5.2.2 “Table of environmental and societal indicators”, page 110
“Control energy consumption”, “Build buildings that comply with environmental construction standards”, “Internal environmental actions” in Bolloré Logistics, pages 15-17 “Limit the environmental footprint of the business activities” in Bolloré Africa Logistics, pages 26, 27 “Controlling the environmental impact of business activities” in Oil logistics, pages 31-33 “Innovative products” in Electricity storage and solutions, page 45
Group (registration document) CSR Report: Bolloré Logistics and Bolloré Africa Logistics Bolloré Énergie Electricity storage
Land use See “Table of environment- related industrial risks”, in 17.2 “Non-fi nancial risks”, pages 96, 97
“Improve environmental performance” in Plantations, page 49 “Vineyards”, page 50
Group (registration document)
Greenhouse gas emissions (art. 75, Grenelle II)
See 17.3.3.2 “Preventing and reducing the environmental impact of activities”, pages 100, 101
“Reduce its carbon footprint” in Bolloré Logistics, page 14 “Optimization of equipment and services o! ered”, “O! setting greenhouse gas emissions” in Oil logistics, pages 32, 33 “An electric vehicle in car-sharing” in Electricity storage and solutions, page 44
SAGA France
SDV Singapore
CSR Report: Bolloré Logistics Bolloré Énergie Electricity storage and solutions
Adapting to the consequences of climate change
See 17.3.3 “Promoting eco-responsibility and innovation”, pages 100, 103
“An electric vehicle in car-sharing” in Electricity storage and solutions, page 44
Group (registration document) CSR Report: Electricity storage and solutions
Measures taken to conserve or enhance biodiversity
See “Table of environment- related industrial risks” and in particular agricultural assets, in 17.2 “Non-fi nancial risks”, page 97
“Biodiversity” in Bolloré Logistics, page 16 “Close up of Mai Ndombe REDD+ project” in Oil logistics, page 34 “Conserve biodiversity”, in Plantations, page 49
Other assets – vineyards and plantations (registration document) CSR Report: Bolloré Logistics Bolloré Énergie Plantations
Geographical, economic and social impact on jobs and regional development
See 17.3.4.2 “Strengthening the local presence of the Group’s activities”, page 103 See 17.3.4.3.2 “Earthtalent”, page 104
“Contribute to local socio-economic development” in Bolloré Africa Logistics, pages 28, 29 “Prioritize joint commitment”, “Close up of Mai Ndombe REDD+ project” in Oil logistics, pages 34, 35 “Integrated solutions to support development” in Electricity storage and solutions, page 46
Group (registration document)
CSR Report: Bolloré Africa Logistics Bolloré Énergie Electricity storage and solutions
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Information required under the Grenelle II Act
Information published in the registration document 2013
Information published in the CSR Report 2013
Scope covered by the indicator
Information pertaining to societal commitments
Geographical, economic and social impact on neighboring or local populations
See 17.3.4.2 “Strengthening the local presence of the Group’s activities”, page 103 See 17.3.4.3 “Promoting the joint commitment of employees”, pages 103, 104
“Prioritize joint commitment” in Bolloré Logistics, pages 18-20 “Contribute to local socio-economic development” in Bolloré Africa Logistics, pages 28, 29 “Prioritize joint commitment” Close up of “Mai Ndombe REDD+ project” in Oil logistics, pages 34, 35 “Integrated solutions to support development” in Electricity storage and solutions, page 46 “Encourage joint commitment” in Plantations, page 50
Group (registration document) CSR Report: Bolloré Logistics, Bolloré Africa Logistics, Bolloré Énergie, Electricity storage, Plantations
Nature of dialog with these persons or organizations
See 17.3.4.1 “Establish a relationship of trust with stakeholders”, page 103
Plantations, page 48 (introduction)
Group (registration document) CSR Report: Plantations
Partnership or sponsorship initiatives
See 17.3.4.3 “Promoting the joint commitment of employees”, pages 103, 104 See “Table of societal actions supported in the areas of culture, health, education and sponsorship” in 17.3.5.2.2 “Table of environmental and societal indicators”, page 110
“Encourage joint commitment” in Bolloré Logistics, pages 18-20 “A strong joint commitment for youth”, “Assisting local populations” in Bolloré Africa Logistics, pages 28, 29 “Encourage joint commitment” in Oil logistics, page 35 “Table of indicators” and “Encourage joint commitment” in Communications, pages 36, 40 “Fondation de la 2e chance” and “Earthtalent” in joint Commitment of employees: two Group actions, pages 52-59
Group (registration document) CSR Report: Communications Fondation de la 2e chance and Earthtalent
Inclusion of social and environmental issues in the purchasing policy
See 17.3.3.1 “Integrating environmental performance in the Group’s overall strategy” (vehicle purchases), page 100
“Save Program” in Bolloré Logistics, page 15 “Local socio-economic footprint of business activities” in Bolloré Africa Logistics, page 28 “Roll out a responsible purchasing policy” in Communications, page 39
Bolloré and Havas groups: France (registration document) CSR Report: Bolloré Africa Logistics Communications
Extent of subcontracting and taking account in dealings with suppliers and subcontractors of their corporate social responsibility
See 17.3.1. “Sharing common values”, page 98 See “Table of environment- related industrial risks” and in particular Transportation and logistics Africa, in 17.2 “Non-fi nancial risks”, pages 96, 97
“Ethics” in Transportation and logistics, page 10 “Local socio-economic footprint of business activities” in Bolloré Africa Logistics, page 28
Group (registration document) CSR Report: Bolloré Africa Logistics and Bolloré Logistics
Initiatives to prevent corruption
See 17.3.1. “Sharing common values”, page 98
“Ethics” in Transportation and logistics, page 10
Group (registration document) CSR Report: Bolloré Africa Logistics and Bolloré Logistics
Measures taken to encourage the health and safety of consumers
“An electric vehicle in car-sharing” in Electricity storage and solutions, page 44
CSR Report: Electricity storage and solutions
Other initiatives See 17.3.4.3.1 “Fondation de la 2e chance” and 17.3.4.3.2 “Earthtalent”, pages 103, 104
Group (registration document)
“Fondation de la 2e chance” and “Earthtalent” in joint Commitment of employees: two Group actions, pages 52-59
CSR Report: Fondation de la 2e Chance and Earthtalent
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17.4. SHARE PURCHASE SUBSCRIPTION OPTIONS
17.4.1. CURRENT DELEGATIONS OF POWERS
The Board of Directors is not currently authorized to grant share subscription options to employees and executive o$ cers of Bolloré and companies associated with Bolloré as provided for in articles L. 225-177 et seq. of the French company law (Code de commerce).
17.4.2. SHARE-OPTION PLANS
17.4.2.a. Share subscription options granted by Bolloré
There is no share subscription plan in force.
17.4.2.b. Share subscription options of associated companies
Pursuant to the provisions of article L. 225-180-II of the French company law (Code de commerce), we bring to your attention the following information on the share subscription option schemes o! ered by companies under Bolloré’s direct or indirect majority control.
Bolloré Telecom (Extraordinary General Meeting of July 19, 2007)
Total number of shares that could be granted 659,975
Number of options granted 593,977
Number of recipients 6
Balance as at December 31, 2013 593,977
Havas
Date of grant May 26, 2004 Octobe 27, 2006 June 11, 2007
Number of shares allocated 421,426 22,500,000 1,740,000
Share price on award date (in euros) 4.31 3.86 4.22
Number of options outstanding 296,194 2,015,120 385,220
17.5. FREE SHARES
17.5.1. CURRENT DELEGATIONS OF POWERS
The Extraordinary General Meeting of June 6, 2012 authorized the Board of Directors to grant existing or future shares in the company free of charge to employees and o$ cers of the company according to legal provisions. The authorization is for thirty-eight months and the total number of shares distributed may not represent more than 10% of the capital. This authorization was partially used by the Board of Directors meeting of October 10, 2012.
17.5.2. FREE SHARES AWARDED
17.5.2.a. Free shares awarded by Bolloré
a.1. Grant of existing or future shares in the company free of charge by the Board of Directors meeting held on August 31, 2010, authorized by the Extraordinary General Meeting held on June 10, 2010.
The terms and conditions for granting free shares are as follows:
First award Second award
Total number of shares that could be granted: 247,000
Total number of shares granted: 61,875 34,600 27,275
Grant dates December 8, 2010 May 21, 2012
Vesting period (4 years) December 8, 2014 May 21, 2016
Holding period (2 years) December 8, 2016 May 21, 2018
Number of recipients 30 27
Number of free shares as at December 31, 2013: 61,875 34,100 27,275
a.2. Grant of existing or future shares in the company free of charge by the Board of Directors on October 10, 2012, authorized by the Extraordinary General Meeting held on June 6, 2012
The terms and conditions for granting free shares are as follows:
Total number of shares that could be granted 3,500
Total number of shares granted 3,500
Grant dates October 11, 2012
Vesting period (2 years) October 11, 2014
Holding period (2 years) October 11, 2016
Number of recipients 1
Number of free shares as at December 31, 2013 3,500
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17.6. SHAREHOLDINGS, STOCK OPTIONS AND GRANT OF FREE SHARES TO MEMBERS OF THE BOARD OF DIRECTORS AND SENIOR MANAGERS
17.6.1. HOLDING
According to information received by the company from the directors, the directors together held about 0.64% of the company’s capital and about 0.708% of the voting rights at December 31, 2013.
17.6.2. HISTORY OF THE GRANTS OF SUBSCRIPTION OPTIONS TO COMPANY OFFICERS
There is no share subscription plan in force.
17.6.3. HISTORY OF THE GRANTS OF FREE SHARES TO COMPANY OFFICERS
Board of Directors of Bolloré of August 31, 2010, on authorization of the Extraordinary General Meeting of Bolloré of June 10, 2010 Grant on December 8, 2010 Vesting period: 4 years Holding period: 2 years
Bolloré Free shares
Yannick Bolloré 1,000
Cédric de Bailliencourt 1,000
Cyrille Bolloré 1,000
Sébastien Bolloré 500
Gilles Alix 2,000
17.6.4. GRANT OF PERFORMANCE SHARES TO THE COMPANY EXECUTIVE
Board of Directors of Bolloré of August 31, 2010, on authorization of the Extraordinary General Meeting of Bolloré of June 10, 2010. Grant on May 21, 2012 Vesting period: 4 years Holding period: 2 years
Bolloré Performance shares
Vincent Bolloré 5,000
An ad hoc Committee, set up by the Board of Directors, was called to pronounce on the determination of the performance conditions required for the company o$ cer to acquire free shares. The ad hoc Committee, considering that the operating income of a homogeneous group is a suitable criterion for measuring economic performance, used this aggregate as a performance criterion. Thus the acquisition of granted shares (at the end of the acquisition period set at four years) may be total or partial depending on the level of operating income accrued over the period covering the years 2012 to 2015 inclusive of the Bolloré Group, excluding Havas. The performance thresholds are as follows: (i) if operating income of 1 billion euros is achieved over the period
in question, the acquisition will be fi nal for the total award, i.e. 5,000 shares;
(ii) if operating income of less than 1 billion euros is achieved over the period in question, the fi nal acquisitions of shares will take place in reduced tranches of 1,000 shares per sequence of 50 million euros below the threshold of 1 billion euros of operating income, where no share can be acquired if operating income over the reference period fails to reach the threshold of 800 million euros.
17.7. SUMMARY OF THE OPERATIONS MENTIONED IN ARTICLE L. 621-18-2 OF THE FRENCH MONETARY AND FINANCIAL CODE (OPERATIONS RELATING TO SECURITIES OF THE MEMBERS OF THE BOARD OF DIRECTORS DURING THE YEAR ENDED DECEMBER 31, 2013)
In accordance with article L. 621-18-2 of the French Monetary and Financial Code and article 223-22 of the AMF General Regulations, members of the Board of Directors and the Chief Executive O$ cer must disclose operations carried out on their fi nancial instruments where the value of the operations carried out by each of the above persons exceeds 5,000 euros per year. In 2013, the following operations were declared:
Identity of the declaring party Operation
date Nature of operation Number
of shares Unit price (en euros)
Operation amount (en euros) AMF ref.
Cédric de Bailliencourt 05/17/2013 Disposal 90 333.46 30,011.40 2013DD248721
Vincent Bolloré 06/28/2013 Dividend in shares 491 291.13 142,944.83 2013DD254544
Cédric de Bailliencourt 06/28/2013 Dividend in shares 38 291.13 11,062.94 2013DD253930
Gilles Alix 06/28/2013 Dividend in shares 4 291.13 1,164.52 2013DD254041
Bolloré Participations(1) 06/28/2013 Dividend in shares 1 291.13 291.13 2013DD253886
Financière V(1) 06/28/2013 Dividend in shares 1 291.13 291.13 2013DD253898
Sofi bol(1) 06/28/2013 Dividend in shares 1 291.13 291.13 2013DD253917
Financière de l’Odet(1) 06/28/2013 Dividend in shares 68,941 291.13 20,070,793.33 2013DD253918
Nord-Sumatra Investissements(1) 06/28/2013 Dividend in shares 1,089 291.13 317,040.57 2013DD253921
Compagnie du Cambodge(1) 06/28/2013 Dividend in shares 3,623 291.13 1,054,763.99 2013DD253923
Société Industrielle et Financière de l’Artois(1) 06/28/2013 Dividend in shares 4,181 291.13 1,217,214.53 2013DD253927
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Identity of the declaring party Operation
date Nature of operation Number
of shares Unit price (en euros)
Operation amount (en euros) AMF ref.
Imperial Mediterranean(1) 06/28/2013 Dividend in shares 983 291.13 286,180.79 2013DD253929
Sébastien Picciotto 06/28/2013 Dividend in shares 1 291.13 291.13 2013DD253253
Orfi m(2) 06/28/2013 Dividend in shares 5,169 291.13 1,504,850.97 2013DD253262
Bolloré Participations(1) 07/10/2013 Exchange(3) 36,988 319.85 11,830,611.80 2013DD256195
Société Bordelaise Africaine(1) 07/10/2013 Exchange(3) 17,668 319.85 5,651,109.80 2013DD256190
Vincent Bolloré 09/19/2013 Disposal 5,000 399.00 1,995,014.00 2013DD265069
Vincent Bolloré 09/20/2013 Disposal 2,894 398.00 1,151,812.00 2013DD265227
Vincent Bolloré 09/23/2013 Disposal 831 398.00 330,738.00 2013DD265228
Vincent Bolloré 09/24/2013 Disposal 1,275 393.46 501,667.24 2013DD265427
Vincent Bolloré 10/03/2013
Interim dividend in shares 836 311.61 260,505.96 2013DD267530
Cédric de Bailliencourt 10/03/2013
Interim dividend in shares 63 311.61 19,631.43 2013DD267179
Gilles Alix 10/03/2013
Interim dividend in shares 6 311.61 1,869.66 2013DD267255
Bolloré Participations(1)
10/03/2013 Interim dividend
in shares 239 311.61 74,474.79 2013DD267147
Financière V(1)
10/03/2013 Interim dividend
in shares 2 311.61 623.22 2013DD267149
Sofi bol(1)
10/03/2013 Interim dividend
in shares 2 311.61 623.22 2013DD267151
Financière de l’Odet(1)
10/03/2013 Interim dividend
in shares 117,552 311.61 36,630,378.72 2013DD267155
Nord-Sumatra Investissements(1) 10/03/2013
Interim dividend in shares 1,855 311.61 578,036.55 2013DD267156
Compagnie du Cambodge(1)
10/03/2013 Interim dividend
in shares 6,177 311.61 1,924,814.97 2013DD267159
Société Industrielle et Financière de l’Artois(1) 10/03/2013
Interim dividend in shares 7,128 311.61 2,221,156.08 2013DD267161
Imperial Mediterranean(1)
10/03/2013 Interim dividend
in shares 1,676 311.61 522,258.36 2013DD267163
Société Bordelaise Africaine(1)
10/03/2013 Interim dividend
in shares 114 311.61 35,523.54 2013DD267168
Sébastien Picciotto 10/03/2013
Interim dividend in shares 1 311.61 311.61 2013DD266566
Orfi m(2)
10/03/2013 Interim dividend
in shares 8,812 311.61 2,745,907.32 2013DD266565
Cédric de Bailliencourt 11/08/2013 Disposal 15 418.30 6,274.50 2013DD274024
Cédric de Bailliencourt 11/14/2013 Disposal 23 400.25 9,205.75 2013DD274029
(1) Company controlled by Vincent Bolloré. (2) Legal person which has links with Sébastien Picciotto, Director. (3) Shares Bolloré received in exchange of Plantations des Terres Rouges shares within the exchange o! er initiated by Bolloré; exchange rate is 7 Bolloré shares for
1 Plantations des Terres Rouges share.
17.8. EMPLOYEE OWNERSHIP OF THE COMPANY’S CAPITAL
The percentage of share capital held by Group employees under the terms of article L. 225-102 of the French company law (Code de commerce) is 0.30%.
120 17. THE BOLLORÉ GROUP’S CORPORATE SOCIAL RESPONSIBILITY
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INDEPENDENT THIRD-PARTY ORGANIZATIONS’ REPORT ON THE CONSOLIDATED CORPORATE SOCIAL RESPONSIBILITY INFORMATION PUBLISHED IN THE MANAGEMENT REPORT
For the year ended December 31, 2013
The English language version of this report is a free translation of the original Rapport des organismes tiers indépendants sur les informations sociales, environnementales et sociétales consolidées (Independent third-party organizations’ report on the consolidated corporate social responsibility information) which was originally prepared in French. Whilst all reasonable care has been taken to ensure that this translation is an accurate representation of the original, nevertheless, in all matters relating to this report the original French language version is solely and legally binding. Consequently, this translation may not be relied upon to sustain any legal claim whatsoever. Bolloré expressly disclaims all liability for any inaccuracy herein.
To the Shareholders,
In our capacity as independent third-party organizations appointed by Bolloré and in accordance with the provisions of article L. 225-102-1 of the French company law (Code de commerce), we hereby report to you on the consolidated corporate social responsibility information for the year ended December 31, 2013, included in chapter 17 of the registration document (hereinafter “CSR information”).
Deloitte & Associés is a member of the same network as Constantin Associés, one of Bolloré SA’s Statutory Auditors. Grant Thornton is a member of the same network as AEG Finances, Bolloré SA’s other Statutory Auditor.
Deloitte & Associés is accredited by Cofrac under no. 3-1048(1). The admissibility of Grant Thornton’s accreditation application was approved by Cofrac on December 27, 2013 under no. 3-1080.
RESPONSIBILITY OF THE COMPANY
It is the Board of Directors’ responsibility to prepare a management report including the CSR information provided for in article R. 225-105-1 of the French company law (Code de commerce), in accordance with the company’s CSR reporting protocol (hereinafter referred to as the “Reference Guide”) of which a summary is set out in the management report in chapter 17 of the registration document and is available on request from the company’s registered o$ ce.
INDEPENDENCE AND QUALITY CONTROL
Our independence is defi ned by regulatory texts and the profession’s code of ethics, as well as the provisions of article L. 822-11 of the French company law (Code de commerce). In addition, we have implemented a quality control system which includes documented policies and processes intended to ensure compliance with ethical rules, professional standards and applicable legal and regulatory texts.
RESPONSIBILITY OF INDEPENDENT THIRD-PARTY ORGANIZATIONS
Based on our work, it is our responsibility: • to certify that the CSR information required is included in the
management report or, in the event of omission, that an explanation is provided in accordance with the third paragraph of article R. 225-105 of the French company law (Code de commerce) (Statement of completeness of CSR information);
• to draw a conclusion expressing moderate assurance on the fact that the CSR information, taken as a whole, is presented in all material aspects in a true and fair manner, in accordance with the Reference Guide (Reasoned opinion on the fair presentation of CSR information).
Our work was conducted by a team of ten people between February and April 2014 over a period of approximately six weeks. To assist us in conducting our work, we referred to our CSR experts.
We conducted our work as described hereinafter in accordance with the professional standards applicable in France and the decree of May 13, 2013 defi ning the way in which the independent third-party organization is to conduct its mission and in accordance with international standard ISAE 3000(2) regarding the opinion on fair presentation.
1. STATEMENT OF COMPLETENESS OF CSR INFORMATION
Based on interviews with the individuals responsible for the relevant departments, we examined the report on the policy directions in relation to sustainable development, taking into account the social and environmental impacts in connection with the company’s business activity and its societal commitments and, where applicable, the resulting actions or programs.
We compared the CSR information presented in the management report in chapter 17 of the registration document with the list as provided in article R. 225-105-1 of the French company law (Code de commerce).
In the event of the absence of certain consolidated information, we verifi ed that the relevant explanations were provided, in accordance with the provisions of paragraph 3 of article R. 225-105 of the French company law (Code de commerce).
We verifi ed that the CSR information covered the consolidated scope, namely the company and its subsidiaries within the meaning of article L. 233-1 and the companies it controls within the meaning of article L. 233-3 of the French company law (Code de commerce) within the limits defi ned by the methodological components accompanying the information and included in paragraphs 17.3.5.1.1 “Note on methodology” and 17.3.5.2.1 “Reporting method” of chapter 17 for the social and environmental information contained in the management report.
Based on this work and given the limits mentioned above, we certify that the management report includes the required CSR information.
2. REASONED OPINION ON THE FAIR PRESENTATION OF CSR INFORMATION
NATURE AND SCOPE OF WORK
We conducted approximately 20 interviews with those responsible for preparing the CSR information within the departments in charge of the processes for collecting information and, if necessary, with those responsible for the internal control and risk management procedures, in order to:
(1) Available on the website www.cofrac.fr. (2) ISAE 3000 – Assurance engagements other than audits or reviews of historical
information
121 17. THE BOLLORÉ GROUP’S CORPORATE SOCIAL RESPONSIBILITY
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• assess the appropriateness of the Reference Guide based on its relevance, its completeness, its reliability, its neutrality and its clarity, taking into account, if necessary, best practices in the sector;
• verify that a process had been set up for the collection, compilation, processing and control of the CSR information to ensure its completeness and consistency and to understand the internal control and risk management processes in relation to the preparation of the CSR information.
We defi ned the nature and the scope of our tests and controls based on the nature and the importance of the CSR information with respect to the company’s features, the social and environmental issues in relation to its business activities, its policy directions regarding sustainable development and best practices in the sector.
For the CSR information that we deemed to be the most important(3): • at the level of the consolidating entity, we examined the related
documentary sources and conducted interviews in order to corroborate the qualitative information (organization, policies, actions), we implemented analytical procedures on the quantitative information and, based on sampling, verifi ed the calculations and the consolidation of this data and we verifi ed their consistency and conformity with the other information included in the management report;
• at the level of a representative sample of entities which we selected(4) based on their activity, their contribution to the consolidated indicators, their location and a risk analysis, we conducted interviews to verify that the procedures were correctly applied and to identify any omissions and implemented detailed tests on the sample base which consisted in verifying the calculations and reconciling the data with the supporting documents. The sample thus selected represents 26% of the headcount and an average of 28% of the quantitative environmental information.
Concerning the other consolidated CSR information, we assessed whether it was consistent with our knowledge of the company.
Finally, we assessed the relevance of the related explanations in the event of the total or partial absence of certain information.
We believe that the sampling method and size of the samples we used based on our professional judgment enable us to draw a conclusion expressing moderate assurance; a higher level of assurance would have required more extensive work. Due to the use of sampling techniques and other limitations inherent in the functioning of any information and internal control system, the risk of not detecting a significant irregularity in the CSR information cannot be totally eliminated.
EXPRESSED RESERVATION
The indicators in relation to water and energy consumption (electricity, gas, heavy fuel and domestic fuel) contain an element of error which we have been unable to quantify.
CONCLUSION
Based on our work and subject to this reservation, we found no signifi cant irregularity that would call into question the fact that the CSR information, taken as a whole, is presented in a true and fair manner, in accordance with the Reference Guide.
Neuilly-sur-Seine and Paris, April 30, 2014
Independent third-party organizations French original signed by
Deloitte & Associés Grant Thornton Jean-Paul Séguret Jean-François Baloteaud Partner Partner
(3) Quantitative corporate information: headcount as at December 31, 2013, distribution of employees by geographical region, headcount by type of contract, new hires, departures, redundancies, share of employees who received training during the year (France), number of training hours given (France), number of workplace accidents (France). Quantitative environmental information: water consumption (including network supply and natural environment), energy consumption (electricity, quantity of heavy fuel used by buildings, quantity of domestic fuel used, gas). Related qualitative information: – in the chapter “Promoting talents”; – in the chapter “Establishing a relationship built on trust with stakeholders”; – certifi cation processes addressed in the chapter “Integrating environmental performance in the Group’s overall strategy”.
(4) Sample selected for quantitative social and environmental information: Abidjan Terminal (Republic of Côte d’Ivoire), Sitarail (Republic of Côte d’Ivoire), Bolloré Africa Logistics Côte d’Ivoire (Republic of Côte d’Ivoire), Bolloré Africa Logistics Cameroun (Cameroon), Camrail (Cameroon), Douala International Terminal (Cameroon), SDV International Logistics (France), Blue Solutions (Batscap – France), IER Suresnes (France), Société Française Donges-Metz (France), and within Havas (for quantitative social information and electricity and natural gas consumption): Havas Worldwide Paris, Havas Media France, BETC Paris, Havas Life New York, MPG Espagne.
122 18. MAJOR SHAREHOLDERS
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
18. MAJOR SHAREHOLDERS
18.1. INFORMATION ON SHAREHOLDER BASE AT DECEMBER 31, 2013
Bolloré Number
of shares %
Number of votes (AMF General
Regulations art. 223-11 para. 2) %
Number of votes exercisable
at meetings %
Financière de l’Odet(1) 18,432,661 67.42 18,432,661 67.42 18,432,661 74.83
Other Bolloré Group companies(2) 37,877 0.14 37,877 0.14 37,877 0.15
Société Industrielle et Financière de l’Artois(3) 1,117,660 4.09 – – – –
Compagnie du Cambodge(3) 968,468 3.54 – – – –
Nord-Sumatra Investissements(3) 341,851 1.25 – – – –
Imperial Mediterranean(3) 262,659 0.96 – – – –
Société Bordelaise Africaine(3) 17,782 0.07
Companies holding treasury shares subtotal 2,708,420 9.91 – – – –
Bolloré Group subtotal 21,178,958 77.46 18,470,538 67.55 18,470,538 74.98
Orfi m 1,381,698 5.05 1,381,698 5.05 1,381,698 5.61
Public 4,781,310 17.49 4,781,310 17.49 4,781,310 19.41
Di! erence(4) – – 2,708,420 9.91 – –
TOTAL 27,341,966 100.00 27,341,966 100.00 24,633,546 100.00
(1) Controlled directly by Sofi bol, itself controlled indirectly by Vincent Bolloré and his family. (2) Includes Bollore Participations, Financière V, and Sofi bol. (3) Companies holding treasury shares. (4) Corresponding to shares owned by the companies referred to in (3) stripped of voting rights.
As far as the company is aware, no other shareholder apart from those listed in the table above holds more than 5% of the company’s capital or voting rights. On December 31, 2013, there were 305 shareholders with registered shares (148 in a direct registered share account and 159 in a share account administered by an intermediary, two shareholders have both a direct and an administered account). (Source: list of shareholders published by Caceis Corporate Trust.) No shareholder agreement exists between the shareholders of the company as referred to in article L. 233-11 of the French company law (Code de commerce) and the company holds no treasury stock. As of December 31, 2013, there were no registered shares pledged as collateral. According to information received by the company at December 31, 2013, the directors together held about 0.64% of the share capital and voting rights of the company.
18.2. VOTING RIGHTS
Following the decision of the Extraordinary General Meeting of June 10, 2010 abolishing double voting rights and following ratifi cation by the Special Meeting of benefi ciary shareholders held on the same day, voting rights attached to shares are proportional to the portion of the capital they represent. With equal nominal value, each capital or dividend share gives entitlement to one vote.
18.3. ISSUER’S CONTROL
The Bolloré Group is directly and indirectly controlled by Vincent Bolloré and his family. Corporate governance measures have been put in place and are described on page 240 of the Chairman’s report on the internal audit, under 16.3. “Information on the audit committee and the compensation committee” and 16.4. “Corporate governance systems”. Five independent directors are now part of the Board of Directors.
123 20. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION, AND OPERATING INCOME
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
BREAKDOWN OF SHARE CAPITAL OVER THE PAST THREE FINANCIAL YEARS
To the best of the company’s knowledge, the breakdown of share capital ownership was as follows and no shareholder other than those listed below held more than 5% of the share capital:
(as a percentage)
At December 31, 2010 At December 31, 2011 At December 31, 2012
Holding
Theoretical voting rights
Voting rights exercisable
at meetings Holding
Theoretical voting rights
Voting rights exercisable
at meetings Holding
Theoretical voting rights
Voting rights exercisable
at meetings
Financière de l’Odet(1) 67.51 67.51 77.96 66.71 66.71 76.77 67.90 67.90 75.38
Société Industrielle et Financière de l’Artois(2) 4.03 – – 3.97 – – 4.12 – –
Compagnie du Cambodge(2) 2.59 – – 2.55 – – 3.57 – –
Nord-Sumatra Investissements(2) 3.82 – – 3.68 – – 1.26 – –
Imperial Mediterranean(2) 2.96 – – 2.91 – – 0.97 – –
Companies holding treasury shares subtotal 13.40 – – 13.11 – – 9.92 – –
Subtotal Bolloré Group 80.92 67.52 77.96 79.82 66.71 76.77 77.82 67.90 75.38
Orfi m – – – – – – 5.09 5.09 5.65
Public 19.08 19.08 22.04 20.18 20.18 23.23 17.09 17.09 18.97
Di! erence(3) – 13.40 – – 13.11 – – 9.92 –
TOTAL 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
(1) Controlled directly by Sofi bol, itself fully controlled indirectly by Vincent Bolloré. (2) Companies holding treasury shares. (3) Corresponding to shares owned by the companies referred to in (2) stripped of voting rights.
By letter received on June 25, 2012, Orfi m, a company controlled by Sébastien Picciotto, declared that it had, on June 22, 2012, exceeded the thresholds of 5% of the company’s capital and voting rights (see AMF notifi cation no. 212C0829).
18.4. AGREEMENT THAT MAY RESULT IN A CHANGE OF CONTROL
None.
19. RELATED-PARTY TRANSACTIONS
See note 33 – Related parties in the notes to the consolidated fi nancial statements (20.3) on related-party transactions with related companies. See also the special report of the Statutory Auditors in annex page 249 of this registration document.
20. FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION, AND OPERATING INCOME
20.1. INFORMATION INCORPORATED BY REFERENCE
In accordance with article 28 of European Commission Regulation (EC) no. 809/2004, the following information is incorporated by reference in this registration document: • the consolidated fi nancial statements and accompanying Statutory
Auditors’ report on pages 139 to 217 of the registration document for the fi nancial year ended December 31, 2012, fi led with the AMF on April 30, 2013, under ref. D.13-0487;
• the consolidated fi nancial statements and accompanying Statutory Auditors’ report on pages 69 to 140 of the registration document for the fi nancial year ended December 31, 2011, fi led with the AMF on April 27, 2012, under ref. D.12-0461;
Both the above-mentioned registration documents are available online on the company’s website (www.bollore.com) and the website of the Autorité des marchés fi nanciers (www.amf-france.org). Some parts of these documents are not included here, as they are either of no relevance to investment or their subject matter appears elsewhere in this registration document.
20.2. PRO FORMA FINANCIAL INFORMATION
None.
125 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
Consolidated balance sheet 126
Consolidated income statement 128
Consolidated statement of comprehensive income 129
Cash fl ows from operating activities 130
Changes in consolidated shareholders’ equity 132
Notes to the consolidated fi nancial statements 133
Signifi cant accounting policies – note 1 133
Principal changes in the scope of consolidation – note 2 141
Comparability of fi nancial statements – note 3 141
Notes to the balance sheet – notes 4 to 26 145
Notes to the income statement – notes 27 to 31 174
Other information – notes 32 to 38 180
IFRS consolidated fi nancial statements for the Omnium Bolloré Group – note 39 188
Independent Auditors’ fees – note 40 193
List of consolidated companies – note 41 194
Statutory Auditors’ report on the consolidated fi nancial statements 204
126 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CONSOLIDATED BALANCE SHEET
ASSETS
(in thousands of euros) Notes 12/31/2013 12/31/2012(1)
Goodwill 4 2,754,080 2,729,966
Intangible assets 5-27 1,010,499 948,256
Property, plant and equipment 6-27 1,608,615 1,510,619
Investments in equity a$ liates 8 654,861 654,145
Other fi nancial assets 9 5,976,012 4,111,061
Deferred tax 31 160,620 118,392
Other assets 10 61,572 72
Non-current assets 12,226,259 10,072,511
Inventories and work in progress 11 349,094 288,235
Trade and other receivables 12 3,885,613 3,982,107
Current tax 13 335,912 232,625
Other fi nancial assets 9 14,084 11,577
Other assets 14 64,518 54,090
Cash and cash equivalents 15 1,578,659 1,103,343
Assets held for disposal 26 44,710 216,786
Current assets 6,272,590 5,888,763
TOTAL ASSETS 18,498,849 15,961,274
(1) Restated, see note 3 – Comparability of fi nancial statements.
127 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
LIABILITIES
(in thousands of euros) Notes 12/31/2013 12/31/2012(1)
Share capital 437,471 429,926
Share issue premiums 508,129 376,038
Consolidated reserves 6,803,064 5,062,206
Shareholders’ equity, Group’s share 7,748,664 5,868,170
Non-controlling interests 1,566,854 1,396,490
Shareholders’ equity 16 9,315,518 7,264,660
Long-term fi nancial debt 21 2,155,130 2,094,263
Provisions for employee benefi ts 18 206,143 197,704
Other provisions 17 191,449 182,392
Deferred tax 31 207,821 189,615
Other liabilities 22 208,769 126,010
Non-current liabilities 2,969,312 2,789,984
Short-term fi nancial debt 21 1,218,925 962,121
Provisions 17 75,838 75,715
Trade and other payables 23 4,317,278 4,347,769
Current tax 24 504,461 423,687
Other liabilities 25 89,420 97,338
Liabilities held for disposal 26 8,097 0
Current liabilities 6,214,019 5,906,630
TOTAL LIABILITIES 18,498,849 15,961,274
(1) Restated, see note 3 – Comparability of fi nancial statements.
128 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CONSOLIDATED INCOME STATEMENT
(in thousands of euros) Notes 2013 2012(1)
Turnover 27-28-29 10,848,489 10,109,376
Goods and services bought in 29 (7,691,449) (7,876,948)
Sta! costs 29 (2,262,198) (1,527,429)
Amortization and provisions 29 (350,855) (337,919)
Other operating income 29 181,845 188,809
Other operating expenses 29 (139,379) (164,010)
Share in net income from operating companies accounted for using the equity method 29-8 19,205 72,662
Net operating income 27-28-29 605,658 464,541
Net fi nancing expenses 30 (100,108) (81,030)
Other fi nancial income 30 366,782 738,474
Other fi nancial expenses 30 (236,840) (132,109)
Net fi nancial income 30 29,834 525,335
Share in net income from non-operating companies accounted for using the equity method 8 20,541 (9,602)
Corporate income tax 31 (211,220) (175,907)
Net income from ongoing activities 444,813 804,367
Net income from discontinued operations 26 5,011 8,289
Consolidated net income 449,824 812,656
Consolidated net income Group’s share 270,148 669,017
Non-controlling interests 16 179,676 143,639
EARNINGS PER SHARE(2) 16
(in euros) 2013 2012
Net income, Group’s share
– basic 11.01 28.67
– diluted 10.99 28.62
Net income from ongoing activities, Group’s share
– basic 10.88 28.44
– diluted 10.86 28.39
(1) Excluding treasury shares. (2) Restated, see note 3 – Comparability of fi nancial statements.
129 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in thousands of euros) 2013 2012(1)
Consolidated net income for the period 449,824 812,656
Translation adjustment of controlled entities (40,652) (10,375)
Change in fair value of fi nancial instruments of controlled entities 1,681,063 1,109,042
Other changes in items subsequently recyclable in profi t and loss(2) (9,597) 52,151
Total changes in items that will be recycled subsequently through profi t or loss 1,630,814 1,150,818
Actuarial gains and losses from controlled entities recognized in equity (4,717) (14,357)
Actuarial gains and losses from entities accounted for by the equity method recognized in equity 3,190 (9,688)
Total changes in items that will not be recycled subsenquently through profi t or loss (1,527) (24,045)
COMPREHENSIVE INCOME 2,079,111 1,939,429
Of which:
– Group’s share 1,851,186 1,754,123
– non-controlling interests 227,925 185,306
Of which taxes:
– on fair value of fi nancial instruments 16,347 (23,380)
– on actuarial gains and losses 1,623 6,990
(1) Restated, see note 3 – Comparability of fi nancial statements. (2) Change in comprehensive income of investments in equity a$ liates essentially impact of conversion (–32.0 million euros in 2013 and 0.4 million euros in 2012)
and fair value measurement in accordance with IAS 39 (22.4 million euros in 2013 and 51.8 million euros in 2012).
As at December 31, 2013, the disposal of Aegis stock led to recognizing 93.0 million euros in income as revaluation reserves. As at December 31, 2012, the disposal of Aegis stock led to recognizing 78.8 million euros in income as revaluation reserves.
130 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CASH FLOWS FROM OPERATING ACTIVITIES
(in thousands of euros) 2013 2012(1)
Cash fl ows from operating activities
Net income from ongoing activities, Group’s share 266,990 663,597
Non-controlling interests’ share in ongoing activities 177,823 140,770
Consolidated net income from ongoing activities 444,813 804,367
Non-cash income and expenses:
– elimination of impairment, amortization and provisions 351,460 325,535
– elimination of change in deferred taxes (2,964) (6,666)
– other income/expenses not a! ecting cash fl ow or not related to operating activities (23,431) 6,859
– elimination of capital gains or losses upon disposals (104,981) (632,728)
Other adjustments:
– net fi nancing expenses 100,108 81,030
– income from dividends received (74,213) (51,707)
– tax charge on companies 209,633 174,163
Dividends received:
– dividends received from associates 37,033 63,821
– dividends received from non-consolidated companies and discontinued activities 77,876 56,637
Income tax on companies paid up (201,439) (159,803)
Impact of the change in working capital requirement: (118,535) 170,011
– of which inventories and work in progress (66,801) (3,242)
– of which payables 139,489 203,650
– of which receivables (191,223) (30,397)
Net cash from ongoing operating activities 695,360 831,519
Cash fl ows from investing activities
Disbursements related to acquisitions:
– property, plant and equipment (381,603) (424,648)
– intangible assets (69,138) (59,652)
– assets arising from concessions (83,081) (85,107)
– securities and other non-current fi nancial assets (229,295) (740,290)
Income from disposal of assets:
– property, plant and equipment 11,838 22,485
– intangible assets 553 130
– securities 266,509 705,657
– other non-current fi nancial assets 161,825 17,314
E! ect of changes in scope of consolidation on cash fl ow (53,187) 350,421
Net cash from investments in ongoing activities (375,579) (213,690)
131 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
(in thousands of euros) 2013 2012(1)
Cash fl ows from fi nancing activities
Disbursements:
– dividends paid to parent company shareholders (2,540) (76,475)
– dividends paid to minority shareholders net of distribution tax (113,186) (60,444)
– fi nancial debt repaid (593,125) (1,115,758)
– acquisition of minority interests and treasury shares (65,415) (10,286)
Receipts:
– capital increase 100,692 99,829
– investment subsidies 7,724 30,088
– increase in fi nancial debt 903,357 932,280
– disposal to non-controlling interests and disposals of treasury stock 29,926 295,864
Net interest paid (90,054) (88,486)
Net cash from ongoing fi nancing activities 177,379 6,612
E! ect of exchange rate fl uctuations (29,468) (14,815)
Impact of reclassifi cation of discontinued operations(2) (5,579) (9,892)
Other 3,834 42
Net increase in cash and cash equivalents from ongoing activities 465,947 599,776
Cash and cash equivalents at the beginning of the period(3) 983,360 383,584
Cash and cash equivalents at the end of the period(3) 1,449,307 983,360
(1) Restated, see note 3 – Comparability of fi nancial statements. (2) See note 26 – Assets and liabilities held for disposal. (3) See note 15 – Cash and cash equivalents.
BUSINESS FLOWS
Other income and expense not a! ecting cash fl ow mainly consist of reversal of the share of income from companies accounted for using the equity method attributable to the Group for –39.7 million euros (see note 8 – Investments in equity a$ liates) and fair value adjustment of derivatives for 6.3 million euros (see note 30 – Net fi nancial income). Dividends received include dividends paid by Vivendi in the amount of 66.3 million euros. The working capital requirement (WCR) increased by 118.5 million euros compared to December 2012. The main changes are described below: • the WCR of the Electricity storage and solutions sector globally
increased by 49.4 million euros reflecting the improvement in activities related to batteries and electric vehicles;
• the WCR of the Oil logistics sector increased by 25.8 million euros, mainly driven by a signifi cant increase in inventories due to large supplies received in December 2013;
• the WCR of the Transportation and Logistics activities in Africa increased by 22.6 million euros. Given increased volume for the year, operating and customer receivables rose signifi cantly despite an improvement in customer receivables of 1.5 days on average compared with 2012;
• the WCR of the Communications sector grew by 15.1 million euros, mainly due to Havas who showed a very favorable position at the end of 2012.
CASH FLOWS FROM INVESTING ACTIVITIES
The disbursements in relation to fi xed assets mainly concern the Transportation and logistics segment in Africa for 214 million euros, capital expenditures made as part of expanding the Group on that continent, and the Electricity storage and solutions segment for 96.7 million euros, including investments aimed to increase industrial production capacity and support the roll-out of car-sharing projects. Flows from disbursements and receipts in other non-current fi nancial assets are mainly attributable to the issue and redemption of a loan with Financière de l’Odet.
The disposal of shares mainly consists of the infl ow from the disposal of Aegis stock for 212.2 million euros and the redemption of a deposit in connection with a fi nancing for 49 million euros. Changes in the scope of consolidation mainly involve the e! ect of the acquisitions of shares by Havas as well as the acquisition of PMF shares (Petroplus Marketing France, a subsidiary of Petroplus Group).
CASH FLOWS FROM FINANCING ACTIVITIES
Flows from issues and repayments of loans essentially consist of new fi nancing backed by Vivendi shares for 447.5 million euros. Other transactions from issues and repayments of loans are related to transactions on the Group’s current account at the Bolloré SA corporate level (issues: 262.4 million euros / repayments: –320.2 million euros) and to repayments of financial liabilities within the Havas Group in a net amount of –34.8 million euros. Disbursements related to the acquisition of non-controlling interests essentially concern the repurchase of Havas shares as well as the repurchase of Plantations des Terres Rouges shares linked to the squeeze-out operation. Capital increase fl ows are principally related to the exercise of the Havas SA share option plan. Disposals of non-controlling interests include essentially income from the IPO of Blue Solutions.
132 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY
(in thousands of euros)
Number of shares excluding treasury
shares(1) Share
capital
Share issue
premiums
Treasury shares
held IAS 39
fair value Translation adjustment
Actuarial (losses)
and gains Reserves
Shareholders’ equity,
Group’s share
Non- controlling
interests Total
At 01/01/2012 21,804,250 401,507 287,585 (351,967) 1,138,730 (23,872) (6,377) 2,346,051 3,791,657 327,250 4,118,907
Transactions with shareholders 2,402,230 28,419 88,453 181,482 3,111 (3,039) 102 23,862 322,390 883,934 1,206,324
Capital increase 1,776,249 28,419 88,453 116,872 0 116,872
Dividends distributed (76,475) (76,475) (49,411) (125,886)
Transactions on treasury securities 625,981 181,482 86,609 268,091 (547) 267,544
Share-based payments 1,710 1,710 0 1,710
Change in consolidation scope(2) 3,111 (2,709) (991) 10,873 10,284 932,261 942,545
Other changes (330) 1,093 1,145 1,908 1,631 3,539
Comprehensive income items 1,114,575 (8,188) (21,224) 668,960 1,754,123 185,306 1,939,429
Net income for the period 669,017 669,017 143,639 812,656
Change in items recyclable in profi t and loss
– Translation adjustment of controlled entities (8,376) (8,376) (1,999) (10,375)
– Change in fair value of fi nancial instruments of controlled entities 1,065,597 1,065,597 43,445 1,109,042
– Other changes in comprehensive income 48,978 188 49,166 2,985 52,151
Changes in items that will not be recycled through profi t or loss
Actuarial (losses) and gains from controlled entities (11,905) 0 (11,905) (2,452) (14,357)
Actuarial (losses) and gains from entities accounted for using the equity method (9,319) (57) (9,376) (312) (9 688)
At 12/31/2012 24,206,480 429,926 376,038 (170,485) 2,256,416 (35,099) (27,499) 3,038,873 5,868,170 1,396,490 7,264,660
Transactions with shareholders 427,066 7,545 132,091 (14,393) 25,549 (8,831) 1,218 (113,871) 29,308 (57,561) (28,253)
Capital increase(1) 427,066 7,545 132,091 139,636 139,636
Dividends distributed (75,667) (75,667) (99,852) (175,519)
Transactions on treasury securities(3) (14,393) 2,926 (11,467) (1,743) (13,210)
Share-based payments(4) 2,223 2,223 47 2,270
Change in consolidation scope(2) 25,549 (6) (55) (47,891) (22,403) 44,816 22,413
Other changes (8,825) 1,273 4,538 (3,014) (829) (3,843)
Comprehensive income items 1,646,678 (64,774) (866) 270,148 1,851,186 227,925 2,079,111
Net income for the period 270,148 270,148 179,676 449,824
Change in items recyclable in profi t and loss
– Translation adjustment of controlled entities (33,134) (33,134) (7,518) (40,652)
– Change in fair value of fi nancial instruments of controlled entities(5) 1,625,469 1,625,469 55,594 1,681,063
– Other changes in comprehensive income(6) 21,209 (31,640) (10,431) 834 (9,597)
Changes in items that will not be recycled through profi t or loss
Actuarial (losses) and gains from controlled entities (3,960) (3,960) (757) (4,717)
Actuarial (losses) and gains from entities accounted for using the equity method 3,094 3,094 96 3,190
AT 12/31/2013 24,633,546 437,471 508,129 (184,878) 3,928,643 (108,704) (27,147) 3,195,150 7,748,664 1,566,854 9,315,518
(1) See note 16 – Shareholders’ equity. (2) As at December 31, 2013, primarily the e! ect of the capital increase of the Havas Group for 90 million euros and the squeeze-out of Plantations de Terres Rouges shares in the amount of
–75.2 million euros As at December 31, 2012, primarily the e! ect of the recognition of minority holders of the Havas Group for 925.3 million euros following the acquisition of controlling interests in this Group.
(3) E! ect of Bolloré SA shares granted to Bolloré subsidiaries during the year (see note 16 – Shareholders’ equity). (4) Payments based on Bolloré SA shares (see note 19 – Transactions in which payment is based on shares). (5) See note 9 – Other fi nancial assets. (6) Primarily the change in comprehensive income of investments in equity a$ liates: impact of conversion and fair value measurement in accordance with IAS 39.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SIGNIFICANT ACCOUNTING POLICIES
A – SIGNIFICANT EVENTS
Interim dividend in shares
The Board of Directors of Bolloré SA meeting on August 30, 2013, approved the payment of an interim dividend of 2 euros with the option of dividend payment in shares. 168,700 Bolloré shares were issued on the payment date of this interim dividend.
Subsidiaries and shareholdings
Initial Public O# ering (IPO) of Blue Solutions
Blue Solutions, a subsidiary of the Bolloré Group specializing in electricity storage was fl oated on the Euronext NYSE Paris regulated market at a unit price of 14.50 euros. At the end of the exercise of the overallocation option, at the beginning of November 2013, the free fl oat amounted to 11% of Blue Solutions’ capital. Bolloré SA saw its shareholdings drop from 80% to 71.2% of Blue Solutions’ capital. The gross income from the operation amounted to 46 million euros, of which 37 million euros concerning Bolloré Group. As this concerns a disposal of interest without loss of control, the impact was recorded in shareholders’ equity.
Disposal of remaining stake in Aegis
On April 9, 2013, Bolloré Group sold the remainder of its holding in Aegis (6.4%) to the Dentsu group for an amount of 212.2 million euros. This holding was recognized as assets held for disposal at December 31, 2012. The capital gain of 109.3 million euros was recognized in net fi nancial income.
Squeeze-out of Plantations des Terres Rouges shares
In March 2013, Bolloré Group initiated a squeeze-out o! er on Plantation des Terres Rouges shares at a price of 2,000 euros per share. Prior to the implementation of the squeeze-out, the shareholders of Plantations des Terres Rouges were given the possibility to exchange their shares for Bolloré SA shares at an exchange rate of seven Bolloré shares for one Plantations des Terres Rouges SA share. Under this transaction, 10,779 shares were acquired for a total of 22 million euros, 29,136 Plantations des Terres Rouges shares were exchanged and 203,952 Bolloré SA shares were given in exchange; by the close of the operation, the Group held 100% of Plantation des Terres Rouges capital.
Shareholdings
Implementation of fi nancing backed by Vivendi securities
During the first half of 2013, La Compagnie de Cornouailles established fi nancing backed by a total of 28 million Vivendi shares in the amount of 447.5 million euros. The fi nancing will be redeemed on maturity, during the fi rst half of 2015, either by payment in cash of the value of the securities as of that date or in exchange for the delivery of the said securities, at the Group’s request. This fi nancing is guaranteed by 28 million pledged Vivendi shares. This operation may be unwound at any time at the discretion of the Group, which retains ownership of the shares and their associated voting rights throughout the operation.
B – ACCOUNTING PRINCIPLES AND VALUATION METHODS
B.1 – Company details
Bolloré is a limited company (société anonyme) incorporated under French law and subject to all legislative and other provisions applying to trading companies in France, and in particular those of the French company law (Code de commerce). Its registered o$ ce is at Odet, 29500 Ergué- Gabéric, in France. The administrative headquarters are at 31-32, quai de Dion-Bouton, 92811 Puteaux. The company is listed on the Paris stock exchange. On March 20, 2014, the Board of Directors approved the Bolloré Group’s consolidated financial statements for the year ended December 31, 2013. These fi nancial statements will only become fi nal after approval by the General Meeting of Shareholders to be held on June 5, 2014.
B.2 – General principles
The Group’s consolidated fi nancial statements for 2013 were drawn up in accordance with the IFRS (International Financial Reporting Standards), as adopted by the European Union on December 31, 2013 (available at the following address: http://ec.europa.eu/internal_ market/accounting/ias_en.htm#adopted-commission). For the periods presented, the IFRS, as adopted by the European Union, di! ers from the lASB’s compulsory IFRS on the following points: • “carve-out” of IAS 39: mainly relates to provisions on application of
hedge accounting to the banks’ basic portfolios. This exclusion does not a! ect the Group’s fi nancial statements;
• compulsory application standards according to the IASB but not yet adopted or to be applied after closure according to the European Union: See B.3 – Changes in standards.
The fi rst set of accounts published under the IFRS are those for the 2005 fi nancial year.
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B.3 – Changes in standards
IFRS, IFRIC interpretations or amendments applied by the Group from January 1, 2013
Standards, amendments or interpretations Date adopted
by the European Union
Date applied: fi nancial years beginning
on or after
Revised IAS 19 “Employee benefi ts” 06/06/2012 01/01/2013
Amendments to IFRS 10, 11 and 12 on transitional provisions 04/05/2013 01/01/2014(1)
Revised IAS 27 “Separate fi nancial statements” 12/29/2012 01/01/2014(1)
Revised IAS 28 “Investments in associates and joint ventures” 12/29/2012 01/01/2014(1)
IFRS 10 “Consolidated fi nancial statements” 12/29/2012 01/01/2014(1)
IFRS 11 “Joint arrangements” 12/29/2012 01/01/2014(1)
IFRS 12 “Disclosure of interests in other entities” 12/29/2012 01/01/2014(1)
Annual improvements (2009-2011) of IFRS 03/28/2013 01/01/2013
IFRS 13 “Fair value measurement” 12/29/2012 01/01/2013
Amendment to IAS 12 “Deferred tax: recovery of underlying assets” 12/29/2012 01/01/2013(2)
Amendment to IFRS 7 “Disclosures – O! setting fi nancial assets and fi nancial liabilities” 12/29/2012 01/01/2013
(1) The European Union adopted these rules, which must be applied to periods starting January 1, 2014 at latest, though they could be applied as early as January 1, 2013. (2) European Union application date.
The e! ects of the application of IAS 19 “Employee benefi ts” and IFRS 10 “Consolidated fi nancial statements” and IFRS 11 “Joint arrangements” on the fi nancial statements shown are addressed in note 3 – Comparability of fi nancial statements. The application of “Annual improvements 2009-2011” amending IAS 1 “Presentation of fi nancial statements”, of IFRS 12 “Disclosure of interests in other entities” only a! ects the information required in secondary notes. The application of the other texts had no e! ect on the fi nancial statements of the Group.
2. Accounting standards or interpretations that the Group will apply in the future
On December 31, 2013, the IASB published standards and interpretations which have not yet been adopted by the European Union; at this date, they have not been applied by the Group.
Standards, amendments or interpretations Date published
by the IASB
Application date pursuant to IASB: fi nancial years
beginning on or after
Amendment to IAS 19 “Defi ned-benefi t plans: employer contributions” 11/21/2013 07/01/2014
Interpretation of IFRIC 21 “Tax paid to a public authority” 05/20/2013 01/01/2014
IFRS 9 “Financial instruments – phase 1: Classifi cation and measurement” and subsequent amendments
11/12/2009, 10/28/2010,
12/16/2011, 11/28/2012 01/01/2015
The IASB published standards and interpretations, adopted by the European Union on December 31, 2013, applicable for fi nancial years starting on or after January 1, 2014. These new provisions were not applied in advance.
Standards, amendments or interpretations Date adopted
by the European Union
Application date pursuant to European Union:
fi nancial years beginning on or after
Amendment to IAS 36 “Recoverable amount disclosures for non-fi nancial assets” 12/20/2013 01/01/2014
Amendment to IAS 39 “Novation of derivatives and continuation of hedge accounting” (06/27/2013) 12/20/2013 01/01/2014
IFRS Amendments 10 and 12 and IAS 27 on investment entities 11/21/2013 01/01/2014
Amendments to IAS 32 “O! setting fi nancial assets and fi nancial liabilities” 12/29/2012 01/01/2014
The Group is currently analyzing the potential e! ects of these provisions on the consolidated fi nancial statements.
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B.4 – Arrangements for fi rst-time application of IFRS
As a fi rst-time adopter of IFRS, the Group has decided to use the following fi rst-time adoption options allowed under IFRS 1: • business combinations prior to the IFRS changeover date have not
been restated; • the cumulative amount of translation differences on the IFRS
changeover date has been taken as nil; • the cumulative amount, on the IFRS changeover date, of actuarial
di! erences on employee benefi ts has been booked to shareholders’ equity;
• property, plant and equipment have been revalued; • only stock-option plans issued after November 7, 2002, where the
entitlement to exercise options had still not been acquired by January 1, 2005, are recognized under IFRS 2.
B.5 – Consolidation methods
1. Scope of consolidation
Companies over which the Group exercises exclusive control are fully consolidated. Those companies on which the Group has a considerable infl uence are consolidated by the equity method. Companies over which the Group has joint control by virtue of a contractual agreement with other shareholders are analyzed, whatever the percentage held, in order to defi ne whether they are “joint ventures” or “joint operations” pursuant to the criteria defi ned by IFRS 11. “Joint ventures” are consolidated by the equity method whereas “joint operations” are accounted for at the level of the control directly held over the partnership’s assets and liabilities. The Group assesses on a case-by-case basis in respect of each shareholding all of the details enabling the type of control exercised by it to be characterized. and reviews this assessment in the case of changes a! ecting governance or if facts and circumstances indicate a change in control exercised by the Group. The Group analyzes on a case-by-case basis the potential voting rights held in consolidated entities. In accordance with IFRS 10 “Consolidated fi nancial statements”, only the potential voting rights conferring alone or by virtue of other facts and circumstances substantial rights over the entity are taken into account for the assessment of control. The Group then analyzes whether these potential rights enable it to have immediate access to the variable returns on the investment and then takes account of the holding resulting therefrom when calculating percentage interests. This is the case, for example, if there are reciprocal purchase or sale options that can be exercised at a fi xed price and on the same date. Companies that are of no signifi cance either individually or collec- tively in relation to the consolidated fi nancial statements are excluded from the scope of consolidation. Their materiality is assessed before the end of each fi nancial year.
● Situation for the 2013 fi nancial year Controlled entities Generally, the control exercised by the Group is materialized by the holding of at least 50% of the capital and voting rights of the companies implied. However, in some cases, and in accordance with the criteria addressed by IFRS 10, the Group may consider that it controls entities in which it holds less than 50% of the capital and voting rights. As at December 31, 2013, this is principally the case for Havas in which the Group holds 36.2%. The Havas Board of Directors’ meeting on August 31, 2012 approved the appointment of Yannick Bolloré as Acting Chief Executive O$ cer of this Group; since then, in August 2013, he has been appointed Chairman and Chief Executive O$ cer and Global Chief Executive O$ cer. The Group therefore considered that, given the appointment of a member of the Bolloré Group to an executive position in the governance bodies of Havas, it had power over the financial and operational policies of that Group. The shareholdings, initially recognized by the equity method, were fully consolidated into the fi nancial statements as of September 1, 2012.
Joint arrangements The Group principally holds shareholdings in “joint ventures” in partnerships of the “Transportation and logistics” sector, mainly in the fi eld of port terminal operations jointly with other players specia- lizing in this fi eld. The Group did not identify any joint control of the “joint operations” kind as at December 31, 2013. The Group considers itself as involved in any losses realized by joint ventures even if the amount of the losses exceeds the initial investment. The share of losses realized during the fi scal year is recognized under “share in net income from companies accounted for using the equity method”, a provision is recognized under “provisions for contingencies” for the share of losses exceeding the initial investment.
2. Intragroup transactions
● Transactions not a# ecting consolidated income Intragroup receivables and payables and intragroup turnover and expenses are eliminated in their entirety if between fully-consolidated companies.
● Transactions a# ecting consolidated income Profi ts and losses (including capital gains and losses) are eliminated: • in their entirety in respect of fully-consolidated companies; • up to the lowest percentage of consolidation in the case of
transactions carried out between a company consolidated by the equity method and a fully-consolidated company.
3. Translation of foreign companies’ fi nancial statements
The fi nancial statements of foreign companies whose operating currency is not the same as that in which the Group’s consolidated financial statements are presented and which are not suffering hyperinfl ation have been translated according to the “closing date exchange rate” method. Their balance-sheet items are translated at the exchange rate prevailing at the close of the fi nancial period, and income statement items at the average rate for the period. The resulting translation differences are recorded under translation adjustments in the consolidated reserves. Goodwill relating to foreign companies is regarded as part of the assets and liabilities acquired and accordingly translated at the exchange rate prevailing on the closing date.
4. Foreign currency transactions
Foreign currency transactions are translated into the entity’s functional currency at the exchange rate prevailing on the transaction date. At the close of the fi nancial period, monetary items denominated in foreign currency are translated into euros at the year-end exchange rate. The resulting losses and gains on exchange are recognized under “Net exchange gains” and presented under operating income in respect of commercial transactions and under “Other fi nancial income and expenses” in respect of fi nancial transactions. Losses and gains on foreign exchange derivatives used for hedging are entered under operating income in respect of commercial transactions and under net fi nancial income in respect of fi nancial transactions.
5. Business combinations
As from January 1, 2010, the Group has applied the provisions of revised IFRS 3 “Business combinations”. Combinations initiated after January 1, 2004 but before January 1, 2010 are entered in the accounts in accordance with the old version of IFRS 3. The new provisions introduced under the revised IFRS 3 are as follows: • possibility available on a case-by-case basis for each business
combination to value interests not giving control at fair value and to enter “full” goodwill in the fi nancial statements or calculate goodwill only on the portion acquired as before;
• if control is gained through successive acquisitions, the share previously owned is revalued at fair value on the date control was taken with a counterpart in the income statement;
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• acquisition fees are posted in the income statement, as is any change outside the period for appropriation of elements included in the calculation of goodwill.
Goodwill is equal to the di! erence between: • the sum of:
− the consideration transferred, i.e. the acquisition cost excluding acquisition fees and including the fair value of any earn-out payment; − the fair value on the date control is taken of interests not giving control in the case of partial acquisition for which the full-goodwill option is chosen; − the fair value of the stake previously owned, if applicable; and
• the sum of: − the share, of the fair value of identifi able assets and liabilities of the entity acquired on the date control is taken, of interests giving control (including, if applicable, previously held interests); − the share relating to interests not giving control if the full-goodwill option is retained.
On the acquisition date, the assets, liabilities and identifi able potential liabilities of the entity acquired are individually assessed at their fair value, whatever their intended purpose. The analyses and expert assessments required for the initial valuation of these items must be completed within twelve months of the acquisition date. An interim valuation is given if accounts must be made up during this period. Intangible assets are entered separately from goodwill if they can be separately identifi ed, i.e. if they arise from a legal or contractual right or are separable from the activities of the entity acquired and are expected to yield a fi nancial return in the future. The Group assesses, on a case-by-case basis with respect to each partial acquisition, whether to choose the full-goodwill option. The Group enters the e! ects of business combinations under “Other fi nancial income (expenses)”.
6. Accounting for changes in consolidated ownership interests without loss of control
In accordance with IFRS 10 paragraph B96, the entity recognizes all di! erences between the adjustment of the value of interests not giving control and the fair value of the consideration paid or received directly in shareholders’ equity, Group share.
7. Loss of control
In accordance with IFRS 10 “Consolidated financial statements” paragraphs B97 to 99, the Group posts in the income statement, on the date of loss of control, the di! erence between: • the sum of:
− the fair value of the consideration received; − the fair value of any interests retained; and
• the book value of these items. The Group includes the e! ect of losses of control in “Other fi nancial income (expenses)”.
B.6 – Valuation rules and methods
1. Use of estimates
Where fi nancial statements are drawn up under IFRS, estimates and assumptions are made concerning the valuation of certain amounts which appear in the accounts. This applies to the following sections, among others: • the depreciable life of non-current assets; • the valuation of retirement provisions and pension commitments; • the valuations used in impairment tests; • the estimation of fair values; • the valuation of share-based payments (IFRS 2); • the valuation of biological assets (IAS 41); • turnover; • the impairment of doubtful receivables; • agreements to buy out minority interests and earn-out agreements; • deferred taxes. The Group regularly reviews its valuations in the light of historical data, the economic climate and other factors. The amounts given in future Group fi nancial statements could be a! ected as a result.
2. Turnover
The composition of turnover by segment is provided in note 26 – Business segment information. Income is included in turnover where the business has transferred to the purchaser the risks and benefi ts inherent in the ownership of the goods or the provision of the services.
The table below shows the specifi c characteristics of each segment associated with the entry of income from ordinary activities in the fi nancial statements:
Transportation and logistics
Acting as agent (maritime transport)
Where the entity is acting as an agent, turnover corresponds solely to the commission received, less income/costs passed on to ship-owners.
Acting as principal Where the entity is acting as principal, turnover correspond to the total invoiced excluding customs duties.
Oil logistics Distribution of oil products Turnover includes specifi c taxes on oil products included in sale prices. Reciprocal invoices between colleagues are excluded from turnover.
Electricity storage and solutions
Multi-year contracts of specialized terminals Turnover on progress in line with contractually agreed milestones.
Communications Studies, advice and services in communications and media strategy
Turnover recognized on progress.
Space buying Turnovers recognized on broadcast.
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3. Leases
Leases (where the Group is the lessee) are classifi ed as fi nance leases if the terms of the lease essentially transfer virtually all the risks and benefi ts inherent in ownership to the lessee. All other leases are classifi ed as operating leases. In accordance with interpretation IFRIC 4 “Determining whether an arrangement contains a lease”, the Group reviews its contracts to supply goods and services in order to determine whether these contracts also grant the purchaser a right to use certain assets. Any equipment so identifi ed is recognized as described in this interpre- tation, in accordance with IAS 17 “Leases”. Payments in relation to these assets are entered separately from total payments relating to the contract. Assets held under a fi nance lease are entered among assets at the lower of the present discounted value of the minimum payments under the lease and their fair value on the date of acquisition. The corresponding liabilities due to the lessor are entered on the balance sheet as obligations under fi nance leases. The fi nance charges, being the di! erence between the total commitments under the contract and the fair value of the asset acquired, are distributed over the various fi nancial periods covered by the lease so as to obtain a constant periodic rate of interest on the remaining balance due on the liability, for each fi nancial period. Lease income from operating leases is entered as straight-line income throughout the term of the lease. Rent paid on an operating lease is charged to the income statement on a straight-line basis throughout the term of the lease.
4. Concession contracts
The Group operates a number of “concession” contracts in various business sectors. This term comprises various types of contract: public service concession, leasing, development and renewal “BOT” contracts. In essence, the Group analyses the characteristics of all new concession contracts awarded to it in order to determine which standard the accounting treatment to be applied comes under, taking into account at the same time the contractual terms and conditions and also its experience in carrying out similar contracts. The Group fi rst analyses new contracts in relation to the criteria of the IFRIC 12 interpretation. The IFRIC 12 interpretation applies to public service concession arrangements which combine the following characteristics: • the grantor controls or regulates the services supplied and, amongst
other things, sets the scale of charges for the service. This criterion is assessed by the Group for each agreement depending on the autonomy enjoyed, in order to ensure the fi nancial stability of the concession;
• ownership of the infrastructures reverts to the grantor at the end of the contract.
For all of the concessions it operates, the Group is remunerated through the sale of services to users and not by the grantor. The concessions falling under IFRIC 12 are therefore entered in the accounts according to the intangible asset model: • the fair value of infrastructures created including, where applicable,
the interim interest of the construction phase is entered under intangible assets;
• it is amortized using the straight-line method over the period of the contract from the start of use.
According to IFRIC 12, income received through: • construction activities is entered in the financial statements
pursuant to IAS 11 “Construction contracts”; • maintenance and operating activities is entered in the fi nancial
statements pursuant to IAS 18 “Income from ordinary activities”. If the contract does not fulfi ll the criteria of IFRIC 12, the Group applies IFRIC 4 “Determining whether an arrangement contains a lease” (see above), to identify any specifi c assets which may meet the criteria for recognition under IAS 17 “Leases”.
If this rule does not apply, the Group recognizes the assets concerned according to IAS 16 “Property, plant, and equipment” and applies the “component” approach. Replaceable goods are depreciated over their useful lifetime. Unless a fi nance lease is specifi cally identifi ed, operating income is recognized in turnover, and payments to the grantor are recognized in operating expenses for the fi nancial year in which they are incurred. For all contracts: • where royalties are payable at the start of the contract, an intangible
asset is recognized and amortized by the straight-line method over the contract’s lifetime;
• where the Group is contractually obliged to carry out works required to restore infrastructures to their original condition, but where the infrastructures are not recognized amongst its assets, the Group recognizes a provision in accordance with IAS 37 “Provisions, contingent liabilities and contingent assets”;
• the investments necessary for maintaining the good operating condition of the concession are recorded as o! -balance sheet commitments (see note 34 – Off-balance sheet contractual commitments);
• payments to the grantor for the operation of assets under concession are recognized as operating expenses in the fi nancial year in which they fall due.
Non-repayable investment grants are recognized under unearned income in “Other current liabilities” and recognized within operating income in accordance with the defi ned impairment period for the asset concerned, as per IAS 20.
5. Net fi nancing expenses
This cost includes interest charges on debt, interest received on cash deposits and any changes in value of derivatives held for hedging and based on items of Group net debt.
6. Other fi nancial income and expenses
Other fi nancial income and expenses consist mainly of impairment of fi nancial assets, losses and profi ts associated with acquisitions and disposals of securities, the e! ect of fair valuation when control is obtained or given up, net exchange gains concerning financial transactions, discounting e! ects, dividends received from non-conso- lidated companies, changes in fi nancial provisions and any changes in value of derivatives relating to fi nancial transactions.
7. Corporate income tax
The Group calculates its income tax in accordance with the tax law in force at the time. In line with IAS 12 “Income taxes”, the timing di! erences between the book values of assets and liabilities and their tax-base values give rise to recognition of a deferred tax asset or liability, according to the variable carry-forward method using the tax rate adopted or virtually adopted on the closing date. Deferred taxes are recognized for all timing di! erences unless the deferred tax is generated by goodwill or by the initial recognition of an asset or liability which is not a business combination and does not a! ect either accounting or fi scal income on the transaction date. A deferred tax is recognized for all fi scal timing di! erences connected with holdings in subsidiaries, associate companies and joint ventures or investments in branches, unless the date on which the timing di! erence is to be reversed is within the Group’s control and it is probable that it will not be reversed in the foreseeable future. A deferred tax asset is recognized for the carry-forward of tax losses and of unused tax credits, insofar as it is probable that there will in future be su$ cient taxable income to which these tax losses and unused tax credits can be imputed or if there are liability timing di! erences. In line with IAS 12, deferred tax assets and liabilities are not discounted.
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8. Goodwill
Goodwill on controlled companies is entered in consolidated balance sheet assets under “Goodwill”. Goodwill is not amortized but subjected to an impairment test at least once a year and whenever there is an indication of impairment. When impairment is found, the di! erence between the asset’s book value and its recoverable value is recognized among operating expenses for the fi nancial year. This goodwill impairment cannot be reversed. Negative goodwill (badwill) is charged directly to the income statement for the year of acquisition.
9. Intangible assets
Intangible assets mainly include trademarks and distribution channels, customer relationships, operating rights, computer software, WiMax licenses and assets arising from concessions resulting from the reclassification of infrastructures held under concessions in application of the IFRIC 12 interpretation (see section 4 – Concession contracts and note 7 – Information on concessions). Once acquired, intangible assets appear in the balance sheet at their acquisition cost. They are amortized over their useful lifetime using the straight-line method. The useful lifetimes of the main categories of intangible assets are as follows:
Concession operating rights, non-current assets of the concessionary domain and WiMax
Length of concession licenses contract(1)
Software and IT licenses 1 to 5 years
(1) See note 7 – Information on concessions.
In line with IAS 38 “Intangible assets”, R&D expenditures are entered as expenses on the income statement of the fi nancial year in which they were incurred, with the exception of development costs, which come under intangible assets if the conditions under which they will yield returns meet the following criteria: • the project is clearly identifi ed and its attendant costs reliably
identifi ed and monitored; • the technical feasibility of the project has been shown; • the intention is to end the project and use or sell all its products; • there is a potential market for the product of this project, or its
internal utility has been demonstrated; • the resources needed to complete the project are available. Development costs are amortized over the estimated lifetime of the projects concerned from the date on which the product becomes available. In the particular case of software, the lifetime is determined as follows: • if the software is used in-house, over the probable useful lifetime; • if the software is for external use, according to the prospects for
sale, rental or any other form of marketing. Capitalized software development costs are those incurred during the programming, coding and testing stages. Expenditure incurred before this (planning, design, product specifi cation and architecture) is entered as an expense. Total research and development costs recorded in the income statement for the 2013 fi nancial year amounted to 66 million euros and mainly included developments in electricity storage.
10. Property, plant and equipment
Property, plant and equipment are entered at their acquisition or production cost, less cumulative impairment and any recognized impairment. Impairment is generally determined using the straight-line method over the asset’s useful lifetime; the accelerated impairment method may nevertheless be used if it appears more relevant to the conditions under which the equipment concerned is used. In the case of certain complex non-current assets with di! erent components (buildings,
for instance), each component is depreciated over its specifi c useful lifetime.
Buildings and fi tting-out 8 to 33 years
Plant and equipment 3 to 13 years
Other property, plant and equipment 3 to 15 years
Depreciable lives are periodically reviewed to check their relevance. The start date for depreciation is that on which the asset came into service. In the case of an acquisition, the asset is depreciated over its residual useful lifetime which is determined as of the date of acquisition.
11. Impairment and amortization of non-fi nancial assets
Intangible assets and property, plant and equipment are tested for impairment under certain circumstances. In the case of non-current assets with indefi nite lifetimes (e.g. goodwill), a test is carried out at least once a year, as well as whenever there is an indication that they have lost value. For other non-current assets, a test is carried out only when there is an indication of a loss of value. Assets tested for impairment are grouped in cash-generating units (CGUs), each corresponding to a homogeneous set of assets whose use generates an identifi able cash fl ow. When a CGU’s recoverable value is less than its net book value, an impairment is recognized and charged as an operating expense. The CGU’s recoverable value is the market value (less selling costs) or its value in use, whichever is higher. The value in use is the present discounted value of the foreseeable cash flow from use of an asset or a CGU. The discount rate is calculated for each cash-generating unit in accordance with its geographical area and the risk profi le of its business. Note 4 summarizes the assumptions applied to the Group’s main CGUs.
12. Companies accounted for by the equity method
Companies accounted for by the equity method include companies on which the Group has a signifi cant infl uence and joint ventures. To clarify the fi nancial information provided further to the implemen- tation of IFRS 10 “Consolidated fi nancial statements” and IFRS 11 “Joint arrangements” and the removal of the proportional consoli- dation method, the Group elected to recognize the shares of net income from companies accounted for using the equity method whose activities are linked to the Group’s operating activities, in “Share in net income from operating companies accounted for using the equity method”. The shares of net income from the Group’s holding companies are presented in “Share in net income from non-operating companies accounted for using the equity method”. There was no reclassifi cation made from the category “operating equity method” to the category “non-operating equity method” during the reporting periods. Holdings in associate companies and joint ventures are recognized under IAS 28 revised as soon as a signifi cant degree of infl uence or control has been acquired. Any di! erence between the cost of the holding and the acquired share in the fair value of the assets, liabilities and contingent liabilities of the company is entered under goodwill. Goodwill thus determined is included in the book value of the holding. An impairment test is carried out as soon as an objective indication of impairment has been identifi ed, such as a signifi cant fall in the price of the shareholding, the anticipation of a signifi cant fall in future cash fl ows or any information suggesting likely signifi cant negative e! ects on the income of the entity. The recoverable value (in the case of shareholdings consolidated by the equity method) is then tested as described in the note on impairment of non-financial non-current assets (see above). Impairment losses, if any, are recognized in profi t and loss under “Share in net income from operating companies accounted for using the equity method” or “Share in net income from non-operating companies accounted for using the equity method”, according to their classifi cation.
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Should signifi cant infl uence or joint-control be attained through successive stock purchases, in the absence of a ruling on IAS 28 revised, the Group has chosen to adopt the cost method. Following this method, the goodwill recognized equals the sum of the goodwill of each successive lot of shares acquired. The goodwillis calculated for each purchase, as the di! erence between the price paid and the portion of fair value of the net identifi able asset acquired. The cost of lots acquired before attaining signifi cant infl uence or joint control is not remeasured at fair value when signifi cant infl uence is attained.
13. Financial assets
Non-current fi nancial assets consist of the share beyond a year of assets available for sale, fi nancial instruments booked at their fair value through profi t and loss and loans, deposits and obligations. Current fi nancial assets consist of trade and other receivables, cash and cash equivalents, and the share within a year of financial instruments booked at their fair value through profi t and loss and loans, deposits and obligations. When fi rst entered, these assets are booked at their fair value, which is generally their acquisition cost plus transaction costs.
● 13.1. Assets available for sale Assets available for sale essentially include shareholdings in non-consolidated companies. At the reporting dates, assets available for sale are valued at their fair value. As regards shares in listed companies, this fair value is the closing stock market value. The fair value of unlisted securities is determined on the basis of the revalued net assets and, if applicable, for transparency, the value of any underlying assets. Temporary variations in fair value are entered directly in shareholders’ equity. They are transferred to the income statement when the shares in question are disposed of. When an impairment test leads to recognition of a signifi cant or lasting implicit capital loss by comparison with the acquisition cost, this loss is entered in the income statement and cannot afterwards be reversed. For securities depreciating in value at the end of the year, the Group systematically records a defi nitive loss in the income statement when the stock exchange price of a listed security is more than 30% lower than its acquisition cost, or when it has been lower than the acquisition cost for two years. As regards stakes in listed holding companies of the Group, as these are long term structural investments, the criteria used for systematic impairment are a reduction in value of 40% of the acquisition cost, or a reduction in value identifi ed over a four-year period. If the fair value cannot be reliably determined, the securities are entered at their purchase cost. If there is an objective indication of a signifi cant or lasting loss of value, an irreversible loss is recognized in the income statement. Partial sales of securities are carried out using the FIFO method.
● 13.2. Assets at fair value through profi t and loss Assets at fair value through profi t and loss include transaction assets, mainly derivative fi nancial instruments. Changes in the fair value of these assets are booked under fi nancial income at each reporting date, or, where necessary, under shareholders’ equity for derivatives eligible for future cash fl ow hedge accounting.
● 13.3. Loans, receivables, deposits and bonds The category “Loans, receivables and obligations” consists mainly of receivables from associates, current account advances extended to associated or non-consolidated entities, security deposits, and other loans and receivables and obligations. When fi rst entered, these fi nancial assets are booked at their fair value plus directly attributable transaction costs. At the end of each accounting period, these assets are valued at amortized cost using the “e! ective interest rate” method. A loss of value is recognized if there is an objective indication of such a loss. The impairment corresponding to the di! erence between the net book value and the recoverable value (discount of expected cash fl ows at the original e! ective interest rate) is charged to the income statement. This may be reversed if the recoverable value later rises.
● 13.4. Trade and other receivables Trade and other receivables are current financial assets initially booked at their fair value, which generally corresponds to their nominal value, unless the e! ect of discounting is signifi cant. At each reporting date, receivables are valued at amortized cost, after deducting any impairment losses due to collection risk. The Group’s trade receivables are funded on an individual basis taking into account the age of the receivable and external information allowing the fi nancial health of the debtor to be assessed. Receivables sold to third parties through commercial factoring contracts are retained under trade receivables if their associated risks and benefi ts essentially remain with the Group, fi nancial debts and loans being increased accordingly.
● 13.5. Cash and cash equivalents “Cash and cash equivalents” consists of cash in hand, bank balances and short-term deposits in the money market. Such deposits (three months or less) are readily convertible into a known amount of cash and are subject to a negligible risk of change in value. The cash management agreements affecting the consolidated balance sheet are those between companies which have shared ownership links but where one of them is not included within the Group’s scope of consolidation but within a wider scope. The shared fi nancial interests of these companies have led them to examine ways of enabling them to improve the terms on which they meet their cash requirements or use their surpluses so as to optimize cash fl ow. These transactions are cash transactions conducted under market conditions and are by nature backup credits.
14. Inventories and work in progress
Inventories are entered at the lower of their cost and their net realizable value. “Cost” here includes direct costs of materials and any direct labor costs as well as other directly attributable expenses. The net realizable value is the estimated selling price in the normal course of business, less the estimated cost of completing the goods and the estimated expense needed to make the sale (essentially selling expenses).
15. Treasury shares
Shares in the parent company held by the Group are recognized by deducting their acquisition cost from shareholders’ equity. Any gains or losses connected with the purchase, sale, issue or cancellation of such shares are recognized directly in shareholders’ equity without a! ecting income.
16. Provisions
Provisions are liabilities whose actual due date or amount cannot be determined precisely. They are recognized when the Group has a present obligation resulting from a past act or event, which will probably entail an outfl ow of resources that can reasonably be estimated. The amount entered must be the best estimate of the expenditure necessary to settle the obligation at the end of the accounting period. It is discounted if the e! ect is signifi cant and the due date is further than one year away. Provisions for restructuring are recognized as soon as the Group has a detailed formal plan of which the parties concerned have been notifi ed. Provisions for contractual obligations mainly concern the restoration of premises used under service concession contracts. They are calculated at the end of each fi nancial period according to a work schedule extending over more than one year and revised annually to take account of the expenditure schedules.
17. Share-based payments
The valuation and accounting arrangements for share subscription or share purchase plans relating to shares in the parent company and its subsidiaries are set out in IFRS 2 “Share-based payments”. The granting of stock options is a benefi t for the persons concerned and as such counts as supplementary compensation. These benefi ts are recognized as expenses on a straight-line basis in the vesting period against an increase in shareholders’ equity for plans that can be repaid in the form of shares and as debts to sta! for plans that can be repaid in cash.
140 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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They are valued at the time of their granting on the basis of the fair value of the shareholders’ equity instruments granted. Only plans issued after November 7, 2002 are accounted for pursuant to IFRS 2. The main terms of current plans are described in note 19 – Transactions in which payment is based on shares.
18. Employee benefi ts obligations
● Post-employment benefi ts Post-employment benefi ts include severance payments, pension schemes and payment of medical expenses granted to those retiring from certain subsidiaries. Commitments relating to post-employment benefi ts mainly concern subsidiaries in the euro zone and the Africa zone (CFA zone), and those based in the UK.
Defi ned-benefi t schemes In line with IAS 19 revised “Employee benefits”, the Group’s commitments under defi ned-benefi t schemes, and likewise their cost, are valued by actuaries in accordance with the projected unit credit method. Valuations are carried out each year for the various schemes. These schemes are either “funded”, in which case their assets are managed separately from and independently of the Group’s, or “not funded”, in which case the commitment appears as a liability on the balance sheet. For funded defi ned-benefi t schemes, the shortfall or surplus of the assets’ fair value compared with the discounted value of the obligations is recognized as a balance sheet liability or asset. However, a surplus in assets is only entered in the balance sheet if it represents fi nancial benefi ts that will actually be available to the Group in future, for example in the form of refunds from the scheme or reductions in future contributions to it. If such a surplus is not available or does not represent any future fi nancial benefi t, it is not recognized. Commitments associated with employee benefi ts are valued using assumptions as to future wages, age when rights are claimed, mortality rate and rate of infl ation, and then discounted using the interest rate of fi rst-class long-term private bonds. The benchmark rates used for primary plans are iBoxx AA Corporate and Merrill Lynch AA Corporate on the assessment date and maturing in a time comparable to the average horizon of the particular plan in question. The benchmark rates used for these primary plans were not changed during the fi nancial year. A cost for past services is generated when the company institutes a defined-benefit scheme or changes benefit levels in an existing scheme: the cost for past services is immediately recognized as an expense. The actuarial cost entered as operating income for defi ned-benefi t schemes includes the cost of benefi ts provided during the fi nancial period, the cost of past services, and the e! ects of any reduction or abolition of the scheme. The fi nance charge net of expected return on assets is recognized in net fi nancial income. Actuarial di! erences arise mainly from changes in assumptions and from the difference between the income using the actuarial assumptions and the actual outcome of the defi ned-benefi t schemes. Actuarial di! erences are recognized in full in the balance sheet, with an o! setting entry in consolidated shareholders’ equity.
Defi ned-contribution schemes Certain benefits are also provided under defined-contribution schemes. The contributions for these schemes are entered as employee costs when they are incurred.
● Other long-term benefi ts Other long-term benefits are entered in the balance sheet as provisions. These include obligation relating to incentives associated with length of service and to mutual societies. This provision is valued according to the projected unit credit method.
Expenses related to these obligations are recognized in the operating statement, with the exception of interest expense net of the expected return on assets, which is recognized in fi nancial income.
19. Financial liabilities and net fi nancial debt
Financial liabilities consist of loans, fi nancial debts, current bank facilities, trade and other payables and fi nancial instruments at fair value through profi t and loss. Non-current fi nancial liabilities consist of the share of loans and fi nancial instruments exceeding one year at fair value through profi t and loss. Current fi nancial liabilities consist of the share of loans and fi nancial instruments under one year at fair value through profi t and loss and trade and other payables. Loans and other similar fi nancial debts are entered at amortized cost according to the e! ective interest rate method. Financial transaction liabilities are kept at fair value, with a counterpart in the income statement. Bonds redeemable for stock purchase or sale warrants are compound fi nancial liabilities with an “option component” (redeemable stock purchase or sale warrants) which entitle the bearer of the warrants to convert them into equity and a “liability component” representing a financial liability due to the bearer of the bond. The “option component” is recognized in shareholders’ equity separately from the “liability component”. Deferred tax liabilities arising from the di! erence between the accounting basis of the “liability component” and the tax basis of the bond is debited to shareholders’ equity. The “liability component” is measured at the issue date based on the fair value of a comparable liability not associated with an option component. This fair value is determined from the future net cash fl ows present-discounted at the market rate for a similar instrument without a conversion option. It is recognized at amortized cost using the e! ective interest rate method. The book value of the “option component” equals the di! erence between the fair value of the bond as a whole and the fair value of the liability. This value is not remeasured subsequently to the initial recognition. Issuance costs, since they cannot be directly charged to the liability or equity component, are allocated proportionately based on their respective book values. The definition of the Group’s net financial debt complies with recommendation no. 2009-R-03 of July 2, 2009, of the French National Accounting Council (Conseil national de la comptabilité) relating to undertakings under the international accounting system, it being pointed out that: • any derivative fi nancial instruments based on a net indebtedness
item are included in net debt; • certain specifi c fi nancial assets applied to the repayment of debt
are included in net debt; • liabilities for buying back non-controlling interests and for earn-outs
are excluded from net debt.
20. Commitments to purchase non-controlling interests
Purchase commitments prior to January 1, 2010 are entered using the “partial goodwill” method. Purchase commitments after January 1, 2010 are entered initially and for any subsequent change in the fair value of the commitment through shareholders’ equity. The Group enters commitments to purchase non-controlling interests as debts on the acquisition of long-term investments under “Other current/non-current liabilities”. The fair value of the commitments is reviewed at the end of each accounting period, and the amount of the debt is adjusted accordingly. The debt is discounted to present value in view of the time until the commitment matures.
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21. Segment reporting
According to the provisions of IFRS 8 “Operating segments”, the operating segments used for segment reporting are those used in internal Group reporting, as reviewed by senior management (the Group’s main operational decision-maker). They refl ect the Group’s organization, which is based on its various businesses. The operating segments used are as follows: • Transportation and logistics: includes services relating to the organi-
zation of sea and air transport networks, and logistics; • Oil logistics: refers to the distribution and warehousing of oil
products in Europe; • Communications: includes consulting, studies, communications
strategies connected with advertising, media, digital content and telecoms, as well as advertising space buying;
• Electricity storage and solutions: includes activities related to the production and sale of electric batteries and their applications: electric vehicles, supercapacitors, dedicated terminals and systems, plastic and metallic fi lms.
Other activities mainly concern holding companies. The breakdown of segment information by geographical area is as follows: • France, including overseas departments and territories; • Europe, excluding France; • Africa; • Asia-Pacifi c; • Americas. Transactions between different segments are conducted under market conditions. The segment indicators required under the standard are presented in note 27. They have been drawn up using the rules applied to the fi nancial statements.
NOTE 2 – PRINCIPAL CHANGES IN THE SCOPE OF CONSOLIDATION
2013 FINANCIAL YEAR
Additions – Fully-consolidated entities
● Transportation and logistics In the fi rst half of the year, the Group acquired 51% of a freight forwarding business in Switzerland, which is now named SDV Switzerland. This acquisition was linked to an agreement to buy out minority interests recognized as a liability in the Group’s fi nancial statements.
● Oil logistics At the end of 2013, Bolloré Group acquired PMF (Petroplus Marketing France) in court at the end of legal bankruptcy proceedings that this company was undergoing.
● Communications: Havas Group In 2013, the Havas Group acquired and consolidated eight new companies, including mainly Mediamax in Turkey, Rooster LLC in the United States and MFG R&D in France.
Overall e# ect of acquisitions over the period
Provisional goodwill, including commitments to buy out minority interests, relating to acquisitions made over the period amounted to 41.2 million euros, of which 29.9 million concerned acquisitions made by the Havas Group.
Consolidations – joint ventures ● Transportation and logistics
The Group acquired an interest in ABG Container Handling, giving it joint control in the entity and, together with a local partner, is rolling out its fi rst port terminal project in India, at the port of Tuticorin. These companies were consolidated by the equity method in the Group’s accounts.
2012 FINANCIAL YEAR
Additions – Fully-consolidated entities ● Havas
The Havas Board of Directors meeting on August 31, 2012 approved the appointment of Yannick Bolloré as Acting Chief Executive O$ cer. Given this appointment of a member of the Bolloré Group to an executive position on the principal management body of Havas, it is the Group’s opinion that it has the power to act directly on the financial and operational policies of that group and therefore exercises de facto control of its investee. The shareholdings, initially recognized by the equity method, were fully consolidated into the fi nancial statements as of September 1, 2012. The accounting treatment used for the gain control was in accordance with IFRS 3 revised. The Group elected to recognize full-goodwill, since the non-controlling interests were valued at market value as of the date control was obtained. The investment previously held in Havas was remeasured at the closing price on the same day and the recyclable items of comprehensive income were recognized in profi t and loss. An amount of –65.3 million euros was recognized in this respect. The equity investment was fully consolidated from the control date forward and full-goodwill in this respect was recognized in the amount of 1,659.9 million euros. The task of calculating the fair value of assets and liabilities at the date control was obtained was given to an outside fi rm. Identifi able intangible assets, in accordance with IAS 38 and following common practice in this industry, refer primarily to trademarks, brand names and client relationships. These assets were measured by present-discounting the income stream for trademarks and brand names and the future cash fl ows generated by the existing client base, for client relationships. Other assets were measured at net book value, taking that to equal their fair value.
Subtractions – Fully-consolidated entities ● Direct 8, Direct Star and associated entities
These entities, sold to the Canal+ group in September 2012 and classifi ed until then as assets held for disposal were deconsolidated as of that time.
NOTE 3 – COMPARABILITY OF FINANCIAL STATEMENTS
The 2013 fi nancial statements are comparable to those for 2012 apart from the changes in the scope of consolidation and impacts due to new IFRS as described below.
IN ACCORDANCE WITH IAS 19 REVISED “EMPLOYEE BENEFITS OBLIGATIONS”
The Group applied the provisions of IAS 19 revised retrospectively in its fi nancial statements for 2013, as a result, all the reported fi nancial statements were restated. In accordance with IAS 1 “Presentation of fi nancial statements” amended by “Annual improvements 2009-2011” coming into e! ect as of January 1, 2013, and given the minor impact of IAS 19 revised on the fi nancial statements, the Group only presents one comparative balance sheet. The main e! ects of the application of this revision for the Group are as follows: • introduction of a notional return replacing the expected return on
assets; • immediate recognition in profi t or loss of the cost of past services
resulting from the changes during the period. The e! ect of the application of IAS 19 revised on shareholder’s equity, Group share, was –5.8 million euros or 0.1%. This new method has no signifi cant e! ect on the income statement or on earnings per share.
142 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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APPLICATION OF IFRS 10 “CONSOLIDATED FINANCIAL STATEMENTS” AND “JOINT ARRANGEMENTS”
The Group decided to apply to its 2013 fi nancial statements the new standards in respect of consolidation methods: IFRS 10 “Consolidated fi nancial statements”, IFRS 11 “Joint arrangements”, IFRS 12 “Disclosure of interests in other entities”, IAS 27 “Separate fi nancial statements”, IAS 28 “Investments in associates and joint ventures”, adopted by the European Union and mandatory as of January 1, 2014 but which could be applied in advance to 2013 fi nancial statements. Only IFRS 10 and IFRS 11 have an impact on the Group’s fi nancial statements. Information required by IFRS 12 is provided in the notes to the fi nancial statements. The Group complied with the fi rst-time application arrangements of the current standards and applied them retrospectively to its fi nancial statements at the beginning of the fi rst period reported. IFRS 10, which replaces IAS 27 “Consolidated and separate fi nancial statements” and SIC 12 “Special purpose vehicles”, includes further information on the method used to determine whether an entity is controlled or not. It defines the control based on three criteria: e! ective control held allowing management of relevant activities of the company; exposure to the company’s variable returns on investment. IFRS 11 replaces IAS 31 “Joint arrangements”. It identifies two categories of joint arrangements: joint operations, for which shareholders have direct control over assets and commitments to liabilities, and joint ventures, for which shareholders have rights to the joint venture’s net assets. The Group undertook an analysis of the control in all the companies held with other shareholders and the companies in which it holds options, in accordance with the criteria of these new standards. The analysis focused fi rstly on legal documents, covenants, articles of association, other contracts governing the functioning of decision- making bodies of the entities in question, and then if applicable, it reviewed the facts and circumstances, specifi c to of each these companies, which could have an e! ect when defi ning the level of control. With the exception of the Havas Group, the analyses determined that only those joint arrangements previously proportionally integrated were a! ected by the application of these standards. Other than one fully consolidated company, all these companies are now joint ventures whose activities are jointly governed by the Group and its various partners. The fifteen or so companies in question were recognized at equity from the beginning of the fi rst reporting period, in accordance with the provisions of these new standards. The initial value at equity of these entities was obtained from the sum of the shares of assets and liabilities at the beginning of the 2012 fi scal year. No impairment was necessary further to the change in method used for these entities. For one entity held jointly with other shareholders and previously consolidated by the proportional method, in light of new provisions addressed in IFRS 10, particularly regarding the defi nition of relevant activities which have an influence on the performance of this company, the analysis determined that control was exercised by the Group. This company was retrospectively fully consolidated in the Group’s fi nancial statements. The overall impact of these changes in method resulted in a signifi cant decrease in the Group’s operating income compared with the fi gures published, down 1.1% or 4.4 million euros and an 11 million euro rise in non-controlling interests, now totaling more than 0.8% of the total non-controlling interests. The changes have no impact on the Group share of net income and no impact on earnings per share.
The Havas Group also adopted IFRS 10 and 11 in advance. With regard to the fi nancial statements of Havas, the changes subsequent to the application of these standards are not significant (+0.5% in non-controlling interests of this Group).
Disclosures concerning joint ventures are provided in note 8 – Equity method investments.
CHANGE IN THE PRESENTATION OF THE INCOME STATEMENT FURTHER TO THE APPLICATION OF IFRS 10 AND IFRS 11
The contribution of entities accounted for by the equity method was reported up until now under “Investments in equity a$ liates” and “Share in net income of associates” on the income statement. Pursuant to IFRS 11, proportional consolidation is no longer permitted and joint ventures are from now on consolidated by the equity method. Contributions from joint ventures will now be recorded under items previously reserved for entities under signifi cant infl uence. The Group having both operating and fi nancial holding activities, the reporting of shares in income from companies accounted for by the equity method, joint ventures and associates are now presented separately in order to clarify the fi nancial information provided: • in operating income, under “share of net income from operating
entities accounted for by the equity method”; • at the end of the income statement before tax under “Share in net
income from non-operating entities accounted for by the equity method”.
The Group applies its judgment in respect of the relationships between the activities of the various entities in question and its operating activities in order to determine this classifi cation. For this reason, all joint arrangements were defi ned as “operating”, as were the three non-signifi cant associates operating in Transportation and logistics Havas Group. Other associates are considered to be “non-operating”. See note 8 – Investments in equity a$ liates. There was no change in classifi cation of entities over the reported periods. This change in presentation had a signifi cant impact on the operating income in 2012 due to the inclusion of the share of Havas’ income for a period of eight months before the group was fully consolidated, in the income from operating companies accounted for by the equity method. This represented an impact of 61 million euros out of a total reclassifi cation impact of 72.7 million euros. This impact has a one-o! e! ect and will not recur. The impact on operating income, excluding the abovementioned impact of Havas, amounted to 11.7 million euros in 2012 and 19.2 million euros in 2013, respectively 2.9% and 3.2% of the operating income, with no impact on net income. The Group applied this change in presentation retrospectively to all reported periods.
CLASSIFICATION OF SAFACAM UNDER “DISCONTINUED OPERATIONS”
During the second half, the Group decided to sell SAFACAM, a company which farms 9,500 hectares planted with rubber trees and palm oil trees in Cameroon, to the group Socfi n in which Bolloré holds a minority interest. This resulted in the loss of control of this entity. This disposal will be completed in 2014. The Group applied IFRS 5 from the time the decision was made to sell and reclassifi ed the assets and liabilities of the company on a separate line in the balance sheet from this date. Given the fact that this company is the only tropical plantation it controls, the Group considers that this transaction ended its activities in this domain and therefore applied the provisions of the standard applicable to “discontinued operations” and presented the contri- bution of this entity on a separate line for all reported periods. Information required under IFRS 5 is addressed in the various notes concerned and in note 26 – Assets and liabilities held for disposal.
143 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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CROSS REFERENCE TABLE BETWEEN COMPARABLE FINANCIAL STATEMENTS AS PUBLISHED AND RESTATED
BALANCE SHEET ASSETS
(in millions of euros)
At 12/31/2012 as published IAS 19R
IFRS 10 IFRS 11
Ended 12/31/2012 as restated
Goodwill 2,732 0 (2) 2,730
Intangible assets 949 0 (1) 948
Property, plant and equipment 1,536 0 (26) 1,511
Investments in equity a$ liates 626 (3) 32 654
Other fi nancial assets 4,110 0 1 4,111
Deferred tax 118 1 0 118
Other assets 0 0 0 0
Total non-current assets 10,071 (2) 4 10,072
Inventories and work in progress 290 0 (2) 288
Trade and other receivables 3,996 0 (14) 3,982
Current tax 234 0 (1) 233
Other assets 54 0 0 54
Other fi nancial assets 12 0 0 12
Cash and cash equivalents 1,105 0 (2) 1,103
Assets held for disposal 217 0 0 217
Total current assets 5,908 0 (19) 5,889
TOTAL ASSETS 15,979 (2) (16) 15,961
Balance sheet liabilities
(in millions of euros)
At 12/31/2012 as published IAS 19R
IFRS 10 IFRS 11
Ended 12/31/2012 as restated
Shareholders’ equity, group’s share 5,874 (6) 0 5,868
Non-controlling interests 1,386 0 11 1,396
Total shareholders’ equity 7,260 (6) 11 7,265
Long-term fi nancial 2,109 0 (15) 2,094
Provisions for employee benefi ts 195 4 (1) 198
Other provisions 173 0 9 182
Deferred tax 192 0 (2) 190
Other non-current liabilities 126 0 0 126
Total non-current liabilities 2,795 4 (9) 2,790
Short-term fi nancial debts 965 0 (3) 962
Provisions 76 0 0 76
Trade and other payables 4,368 0 (20) 4,348
Current tax 418 0 6 424
Other liabilities 97 0 0 97
Liabilities held for disposal 0 0 0 0
Total non-current liabilities 5,925 0 (18) 5,907
TOTAL LIABILITIES 15,979 (2) (16) 15,961
144 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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IFRS income statement
(in millions of euros)
At 12/2012 as published IAS 19R
IFRS 10. IFRS 11
Reclassifi cation in share of net
income of operating companies
accounted for by the equity method IFRS 5
At 12/2012 as restated
Turnover 10,186 0 (57) 0 (19) 10,109
Goods and services bought in (7,921) 0 39 0 5 (7,877)
Sta! costs (1,540) 0 9 0 4 (1,527)
Amortization and provisions (343) (1) 4 0 2 (338)
Other operating income and expenses 26 0 0 0 (2) 25
Share of net income of operating companies accounted for by the equity method 0 0 0 73 0 73
Net operating income 407 (1) (4) 73 (10) 465
Net fi nancing expenses (83) 0 3 0 0 (81)
Other fi nancial income and expenses 606 0 0 0 0 606
Net fi nancial income 523 0 3 0 0 525
Share in net income of non-operating companies accounted for by the equity method 54 0 10 (73) 0 (10)
Corporate income tax (179) 0 1 0 3 (176)
Net income from ongoing activities 804 0 9 0 (8) 804
Net income from discontinued operations 0 0 0 0 8 8
CONSOLIDATED NET INCOME 804 0 9 0 0 813
Consolidated net income, Group’s share 669 0 0 0 0 669
Non-controlling interests 135 0 9 0 0 144
145 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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NOTES TO THE BALANCE SHEET
NOTE 4 – GOODWILL
CHANGE IN GOODWILL
(in thousands of euros)
At December 31, 2012 2,729,966
Acquisition of controlling interests(1) 41,191
Disposal (837)
Impairment loss (3,125)
Foreign exchange variation (16,211)
Other 3,096
AS AT DECEMBER 31, 2013 2,754,080
(1) Various take overs, individually not signifi cant and mainly within the Havas Group.
INFORMATION BY OPERATING SEGMENT
(in thousands of euros) 12/31/2013 12/31/2012
Communications 1,703,933 1,675,981
Transportation and logistics 908,111 916,379
Oil logistics 108,775 104,346
Electricity storage and solutions 24,382 24,381
Other activities 8,879 8,879
TOTAL 2,754,080 2,729,966
DEFINITION AND REORGANIZATION OF CGUs
At December 31, 2013, the Bolloré Group had some 40 cash generating units (CGUs) before the CGU re-organization. The division of operations into CGUs is based on the particular features of each of the Group’s business lines. The main CGUs are as follows: “Transportation and logistics Africa”, “International logistics”, “Oil logistics” (excluding concessions) and “Havas”. These businesses are described in note B.6 – Valuation policies and methods, paragraph 21 “Segment reporting”. In light of the synergies existing among the CGUs listed above, the Group has reorganized them into the following four CGU combinations: • the Logistics Africa combination: includes the CGUs Transportation
& logistics Africa, and Rail & port concessions Africa; • the International logistics combination: includes the CGUs International
logistics, and Port concessions France; • the Free Press combination; • the Telecoms combination.
CALCULATION OF RECOVERABLE VALUE
In accordance with IAS 36 “Impairment of assets”, goodwill is tested for impairment every year. The tests are performed at least once a year on the reporting date. When a CGU’s recoverable value (the higher of its fair value and its value in use) is lower than its book value, an impairment loss is recognized in operating profi t and loss under the item “Amortization and provisions”. The value in use is calculated by present discounting the forecasted after-tax cash fl ows from operations. The fair value is calculated using market data.
Recoverable value based on fair value
With regard to the Havas CGU, its recoverable value at December 31, 2013 was estimated with reference to the fair value based on its stock price. This was higher than the CGU’s net book value. Consequently no impairment was recognized on this CGU at December 31, 2013.
Recoverable value based on value in use
The main assumptions used for the estimation of recoverable value are: • the present-value discount rate is determined by basing it on the
weighted average cost of capital (WACC) of each CGU; the rate selected was determined on the basis of information communicated by an outside consulting fi rm;
• the cash fl ows are calculated on the basis of operating budgets, then extrapolated by applying a fi ve-year growth rate refl ecting the growth potential of the relevant markets and management’s judgment based on past experience. Past year fi ve, the terminal value is based on the perpetuity value of the cash fl ows.
The cash fl ow projections on concession arrangements are based on the lives of the contracts. These tests are carried out using an after-tax discount rate. The method adopted does not lead to a material difference with a calculation based on a pre-tax discount rate (test performed in accordance with IAS 36, BCZ 85). The tests performed as at December 31, 2013 led to the recognition of 2.6 million euros impairment of goodwill for the “Research CGU”, based on a weighted average cost of capital (WACC) of 7.8%.
146 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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The following table summarizes the assumptions used for the most signifi cant tests on goodwill:
2013 (in thousands of euros)
Transportation and logistics
Africa (UGT)
International logistics
(CGU combination)
Oil logistics
(UGT)
Net book value of goodwill 423,599 473,869 84,660
Impairment losses recognized on the period 0 0 (0.6)(1)
Base used for recoverable value value in use value in use value in use
Parameters of cash fl ow model used
– forecast growth rate from N+2 to N+5 2% to 4% 2% to 3% 1% to 4%
– growth rate on terminal value 2% 2% 1%
– weighted average cost of capital (WACC) 12.6% 9.6% 7.8%
Sensitivity of tests to changes in the following criteria
– present-value discount rate for which the recoverable value = net book value 15.0% 13.5% 8.0%
– perpetual growth rate for which the recoverable value = net book value –2.3% –2.7% 0.5%
(1) Related to a site closure.
2012 (in thousands of euros)
Transportation and logistics
Africa (UGT)
International logistics
(CGU combination)
Oil logistics
(UGT)
Net book value of goodwill 433,294 469,799 80,231
Impairment losses recognized on the period 0 0 0
Base used for recoverable value value in use value in use value in use
Parameters of cash fl ow model used:
– forecast growth rate from N+2 to N+5 2% to 4% 2% to 4% 1%
– growth rate on terminal value 2% 2% 1%
– weighted average cost of capital (WACC) 13.5% 10.5% 8.6%
Sensitivity of tests to changes in the following criteria:
– present-value discount rate for which the recoverable value = net book value 17.3% 14.7% 8.8%
– perpetual growth rate for which the recoverable value = net book value –5.4% –3.3% 0.6%
147 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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NOTE 5 – INTANGIBLE ASSETS
(in thousands of euros)
12/31/2013 12/31/2012
Gross value Impairment and
amortization Net value Gross value Impairment and
amortization Net value
Operating rights, patents, development costs 525,938 (276,400) 249,538 485,582 (229,523) 256,059
Intangible assets arising from concessions(1) 287,687 (21,615) 266,072 198,376 (11,118) 187,258
Trademarks, brand names 383,184 (993) 382,191 383,153 (1,101) 382,052
Client relationships 108,781 (14,400) 94,381 108,000 (3,600) 104,400
Other 50,313 (31,996) 18,317 51,407 (32,920) 18,487
TOTAL 1,355,903 (345,404) 1,010,499 1,226,518 (278,262) 948,256
CHANGE IN 2013
Net values (in thousands of euros)
At 12/31/2012
Gross acquisitions
Disposals NAV
Net allowances
Change in scope
Foreign exchange variations
Other changes
At 12/31/2013
Operating rights, patents, development costs 256,059 34,210 (814) (56,016) 43 (1,722) 17,778 249,538
Intangible assets arising from concessions(1) 187,258 88,975 (31) (10,518) 0 (824) 1,212 266,072
Trademarks, brand names 382,052 701 0 (34) 0 7 (535) 382,191
Client relationships 104,400 589 0 (10,800) 0 11 181 94,381
Other 18,487 19,204 (338) (3,009) 447 (293) (16,181) 18,317
NET VALUES 948,256 143,679 (1,183) (80,377) 490 (2,821) 2,455 1,010,499
(1) Classifi cation, in accordance with IFRIC 12, of infrastructures reverting to the grantor at the end of the contract under intangible assets from concessions for concessions recognized in accordance with this interpretation.
148 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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NOTE 6 – PROPERTY, PLANT AND EQUIPMENT
(in thousands of euros)
12/31/2013 12/31/2012
Gross value Impairment and
amortization Net value Gross value Impairment and
amortization Net value
Land and fi xtures and fi ttings 114,177 (6,924) 107,253 101,369 (6,023) 95,346
Buildings and fi tting-out(2) 1,072,572 (407,888) 664,684 981,527 (382,145) 599,382
Plant and equipment 1,290,343 (810,209) 480,134 1,135,463 (726,199) 409,264
Other(3) 877,413 (520,869) 356,544 892,684 (486,057) 406,627
TOTAL 3,354,505 (1,745,890) 1,608,615 3,111,043 (1,600,424) 1,510,619
CHANGE IN 2013
Net values (in thousands of euros)
At 12/31/2012
Gross acquisitions
Disposals NAV
Net allowances
Change in scope
Foreign exchange variations
Other transactions(1)
At 12/31/2013
Land and fi xtures and fi ttings 95,346 11,492 (115) (924) 0 (1,251) 2,705 107,253
Buildings and fi tting-out(2) 599,382 81,567 (2,497) (46,299) 2,686 (9,123) 38,968 664,684
Plant and equipment 409,264 100,104 (3,385) (129,870) 245 (9,693) 113,469 480,134
Other(3) 406,627 235,128 (4,610) (81,146) 162 (4,825) (194,792) 356,544
NET VALUES 1,510,619 428,291 (10,607) (258,239) 3,093 (24,892) (39,650) 1,608,615
(1) Of which reclassifi cation of discontinued operations. (2) Including in particular the acquisition of a building in the Hauts-de-Seine. (3) Of which non-current assets in progress.
Investments are listed by operating segment in note 27 – Information on the operating segments.
PROPERTY UNDER FINANCE LEASE AT DECEMBER 31, 2013
(in thousands of euros) Gross amount
Impairment
Gross netFiscal year Total
Land and fi xtures and fi ttings 37 (1) (8) 29
Buildings and fi tting-out 1,501 (384) (925) 576
Plant and equipment 11,899 (398) (6,590) 5,309
Other 20,091 (2,638) (7,671) 12,420
TOTAL 33,528 (3,421) (15,194) 18,334
149 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 7 – INFORMATION ON CONCESSIONS
The Group operates a number of “concession” contracts in various business sectors. This term comprises various types of contract: public service concession, leasing, development and renewal “BOT” contracts. In essence, the Group analyses the characteristics of all new concession contracts awarded to it in order to determine which standard the accounting treatment to be applied comes under, taking into account at the same time the contractual terms and conditions and also its experience in carrying out similar contracts. The Group fi rst analyses new contracts in relation to the criteria of the IFRIC 12 interpretation. The IFRIC 12 interpretation applies to public service concession arrangements which combine the following characteristics: • the grantor controls or regulates the services supplied and, amongst
other things, sets the scale of charges for the services. This criterion is assessed by the Group for each agreement depending on the autonomy enjoyed, in order to ensure the fi nancial stability of the concession;
• ownership of the infrastructures reverts to the grantor at the end of the contract.
Some port concession contracts obtained recently in Africa, as well as the Autolib’ concession, fall under IFRIC 12. The infrastructures reverting to the grantor at the end of the contact were classifi ed as intangible assets from the concessions in accordance with that interpretation (see note 5 – Intangible assets), as the grantee’s turnovers are received directly from users in every concession arrangement. It is the Group’s belief that any construction work on infrastructure that it may do in implementing the concessions, as set forth in the table below, is only a means of satisfying the requirements of the contracts and not an additional source of turnover for the Group. The construction costs incurred for the period in terms of IFRIC 12 concessions were 79.7 million euros for port concessions and 9.3 million euros for Autolib’. Future obligations to invest in constructing or developing the grantor’s infrastructure as per the contract and in the grantee’s own property to the extent necessary to operate the concession properly are spelled out in note 34 – O! -balance sheet commitments. These largely involve capital expenditures contemplated by the concession arrangements falling under IFRIC 12.
PORT CONCESSIONS FRANCE
Recipient of the concession
Grantor of the concession
Duration of the contract
Infrastructures made available by the concession grantor
Contractual obligations to create additional infrastructures reverting to the grantor at the end of the contract
Other obligations of the recipient of the concession
Dewulf Cailleret Independent port of Dunkirk
25 years from 2010
Freycinet quay platform, quayside, hangar and o$ ce – Dunkirk port
N/A The recipient of the concession is responsible for the upkeep and maintenance of infrastructures
Normande de Manutention
Sea port of Rouen
25 years from 2010
Land, quay surfaces, quays, buildings and fi tting out of the container terminal for various goods
N/A The recipient of the concession is responsible for the upkeep and maintenance of infrastructures
Normande de Manutention
Sea port of Rouen
15 years from 2010
Land, quay surfaces, quays, buildings and fi tting out of the solid bulk goods terminal
N/A The recipient of the concession is responsible for the upkeep and maintenance of infrastructures
SDV Logistique Internationale
Sea port of La Rochelle
25 years from 2010
Land, quays, quay surfaces and hangars of the Chef de Baie terminal – La Rochelle
N/A The recipient of the concession is responsible for the upkeep and maintenance of infrastructures
SDV Logistique Internationale
Sea port of La Rochelle
15 years from 2010
Land, quays, quay surfaces and hangars of the Wet dock Terminal – La Rochelle
N/A The recipient of the concession is responsible for the upkeep and maintenance of infrastructures
SDV Logistique Internationale
Sea port of La Rochelle
15 years from 2010
Land, quay surfaces and quays of the Môle d’Escale Ouest terminal – La Rochelle
N/A The recipient of the concession is responsible for the upkeep and maintenance of infrastructures
Terminal du Grand Ouest(1)
Sea port of Nantes Saint-Nazaire
35 years from 2011
Land and accessories for the Montoir-de- Bretagne container terminal for various goods
N/A The recipient of the concession is responsible for the upkeep and maintenance of infrastructures
(1) Partnership recognized by the equity method.
These agreements provide for the payment to the grantor of a fi xed annual fee, together with an optional variable fee for volumes. Royalties are recognized as operating expenses in the fi nancial year in which they fall due. These agreements may be terminated at any time with advance notice by the operator or by common agreement with the grantor. They may be terminated by the grantor for reasons of general interest (with compensation) or as a result of major default by the recipient of the concession.
150 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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PORT CONCESSIONS IN AFRICA
Recipient of the concession
Grantor of the concession
Duration of the contract
Infrastructures made available by the concession grantor
Contractual obligations to create additional infrastructures reverting to the grantor at the end of the contract
Other obligations of the recipient of the concession
Société des Terminaux à Conteneurs du Gabon (STCG)
Gabon port o$ ce (OPRAG) (Gabon)
20 years from 2008, with possibility of renewal for up to 10 years
Land, quay surfaces and quays of the Owendo port terminal
N/A Contractual obligation for the upkeep of assets operated under concession and the fi tting out and development of installations in order to ensure the operational performance of the terminal
Abidjan Terminal
Independent port of Abidjan (Rep. of Côte d’lvoire)
15 years from March 2004, renewed until 2029
Land, quay surfaces and quays of the Vridi port terminal, buildings, storage yard for refrigerated containers
N/A Contractual obligation for the upkeep of assets operated under concession and the improvement of installations in order to ensure the operational performance of the terminal
Douala International Terminal (DIT)
Independent port of Douala (Cameroon)
15 years from 2005
Land, quay surfaces and quays of the Douala container terminal, container yard, hangars and warehouses
N/A Contractual obligation for the upkeep of assets operated under concession and the improvement of installations in order to ensure the operational performance of the terminal
Meridian Port Service(1)
(MPS)
Ghana port authorities
20 years from August 2004
Land, quay surfaces and quays of theTema port terminal
N/A Contractual obligation for the upkeep of assets operated under concession and the improvement of installations in order to ensure the operational performance of the terminal
Tin Can International Container Terminal Ltd
Nigeria port authorities
15 years from June 2006, extended by 5 years in December 2011
Land, quay surfaces and quays of the Tincan port terminal, storage areas, o$ ces and warehouses
N/A Contractual obligation for the upkeep of assets operated under concession and the improvement of installations in order to ensure the operational performance of the terminal
Congo Terminal(2)
Independent port of Pointe-Noire (Congo)
27 years from July 2009
Pointe-Noire port terminal area, quay surfaces and quays
Reconstruction and extension of quays and construction of additional quay surfaces
Contractual obligation for the upkeep of assets operated under concession and the improvement of installations in order to ensure the operational performance of the terminal
Togo Terminal(2)
Independent port of Lomé (Togo)
35 years from 2010
Lomé port container terminal area, quay surfaces and quays
Construction of additional quay and additional quay surfaces
Contractual obligation for the upkeep of assets operated under concession and the improvement of installations in order to ensure the operational performance of the terminal
Lomé Multipurpose Terminal(2)
Independent port of Lomé (Togo)
25 years from August 2003
Conventional Lomé port terminal area, quay surfaces and warehouses
N/A Contractual obligation for the upkeep of assets operated under concession. No development or improvement work specifi ed as being the responsibility of the recipient of the concession
Freetown Terminal(2)
Sierra Leone Port Authority (Sierra Leone)
20 years from 2011
Quay surfaces and quays of the Freetown container terminal
Rehabilitation and development of existing quay surfaces
Contractual obligation for the upkeep of assets operated under concession and the improvement of installations in order to ensure the operational performance of the terminal
Conakry Terminal(2)
Independent port of Conakry (Guinea)
25 years from 2011
Quay surfaces and quays of the Conakry port terminal
Construction of additional quay and additional quay surfaces
Contractual obligation for the upkeep of assets operated under concession and the improvement of installations in order to ensure the operational performance of the terminal
Moroni Terminal(2)
Comoros Government
10 years from December 2011
Moroni Terminal port area
N/A The recipient of the concession is contractually responsible for maintenance.
Bénin Terminal(2)
Benin Government and independent port of Cotonou (Benin)
25 years from the end of construction of the quay
Land and quays of the Cotonou port terminal
Construction of quay surfaces
Contractual obligation for the upkeep of assets operated under concession, excluding walls. Development works to be borne by the recipient of the concession, to meet the terminals’ operational performance targets
(1) Partnership recognized by the equity method. (2) Accounted for in accordance with the provisions of IFRIC 12.
151 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
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These agreements provide for the payment to the grantor of a fi xed annual fee, combined with a variable fee dependent on the performance of the terminal, with the exception of the Togo Terminal concession which provides only for a variable fee. Royalties are recognized as operating expenses in the fi nancial year in which they fall due.
These agreements may be terminated by common agreement with the grantor. They may be terminated by the grantor for reasons of general interest (with compensation) or as a result of major default by the recipient of the concession.
RAIL CONCESSIONS IN AFRICA
Recipient of the concession
Grantor of the concession
Duration of the contract
Infrastructures made available by the concession grantor
Contractual obligations to create additional infrastructures reverting to the grantor at the end of the contract
Other obligations of the recipient of the concession
Camrail Cameroon Government
30 years from 1999, renewed until 2034
Cameroon railway network Railway infrastructures required for operating
N/A The recipient of the concession is contractually responsible for maintenance
Sitarail Burkina Faso and Republic of Côte d’lvoire Governments
15 years from 1995, renewed until 2030
Railway network from Abidjan/Ouagadougou (Rep. of Côte d’Ivoire/ Burkina Faso): railway infrastructures and dependencies of the public railway-owned land together with equipment necessary for operations
N/A The recipient of the concession is contractually responsible for maintenance
These concessions involve the payment of fees to the grantor in return for the agreed operating rights. Royalties are recognized as operating expenses in the fi nancial year in which they fall due. Contractual obligations to maintain and recondition assets operated under concession are recognized in provisions depending on the plans according to IAS 37 and described in note 17 – Provisions for contingencies and charges.
The Sitarail agreement may be terminated by the recipient of the concession in the event of serious breach of contract by the grantor (with compensation) or in the event of force majeure, or at the request of the grantor through the buyback of the concession or in the event of serious breach of contract by the recipient of the concession. The Camrail agreement may be terminated by the grantor through the buyback of the concession or in the event of serious breach of contract by the recipient of the concession.
OTHER CONCESSIONS
Recipient of the concession
Grantor of the concession
Duration of the contract
Infrastructures made available by the concession grantor
Contractual obligations to create additional infrastructures reverting to the grantor at the end of the contract
Other obligations of the recipient of the concession
Bolloré Telecom
French Government
20 years from 2006
Regional WiMax licenses
N/A Obligation for regional deployment of the service
Société Française Donges-Metz (SFDM)
French Government
25 years from March 1995
Oil pipeline linking the port of Donges to Metz and depots
N/A Contractual obligation to maintain and upgrade premises operated under concession
Autolib’(1) Autolib’ mixed trade union
12 years from end of 2011
Road sites Creation of rental terminals and recharging points on road sites
Upkeep and renewal of assets necessary for the proper functioning of the service
Bluely Lyon Urban Community
10 years from June 2013
Road sites N/A Maintenance of areas made available and of installed equipment
Bluecub Bordeaux Urban Community
10 years from end of July 2013
Road sites N/A Maintenance of areas made available and of installed equipment
(1) Accounted for in accordance with the provisions of IFRIC 12.
152 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
These concessions involve the payment of fees to the grantor in return for the agreed operating rights. Royalties are recognized as operating expenses in the fi nancial year in which they fall due. With regard to SFDM, the contractual obligations to maintain and recondition assets operated under concession give rise to provisions recognized according to multi-year plans and in accordance with IAS 37 and described in note 16 – Provisions for contingencies and charges. This agreement includes a termination clause in the event of serious breach of contract by the recipient of the concession or force majeure.
With regard to Autolib’, the agreement includes clauses for termination by the grantor in the event of force majeure, for reasons of general interest, in the event of serious breach of contract by the recipient of the concession, or in the event of lack of economic benefi t from the concession.
OTHER CONCESSIONS
The Group signed an agreement with Transport for London, in December 2013, to take over a network of 1,400 charging stations for electric vehicles in London, in the United Kingdom. The Group is aiming to roll out 1,500 new terminals before 2015.
The Group was also chosen for the deployment of a car-pooling system at Indianapolis in the United States, the provisions of the contract were not yet fi nalized as at December 31, 2013.
CONCESSIONS SIGNED AT DECEMBER 31, 2013 IN RESPECT OF WHICH OPERATIONS HAVE NOT YET STARTED
PORT CONCESSIONS
Recipient of the concession
Grantor of the concession
Duration of the contract
Infrastructures made available by the concession grantor
Contractual obligations to create additional infrastructures reverting to the grantor at the end of the contract
Other obligations of the recipient of the concession
San Pedro Independent port of San Pedro (Rep. of Côte d’lvoire)
10 years from 2011
Area of multi-use port terminal of San Pedro
N/A The recipient of the concession is contractually responsible for maintenance. Investment in development and renewal is the responsibility of the recipient of the concession
RoRo Terminal Independent port of Dakar (Senegal)
25 years from March 2014
Dakar RoRo terminal
Renovation and modernization of existing infrastructure
The recipient of the concession is contractually responsible for maintenance. Investment in development and renewal is the responsibility of the recipient of the concession
Côte d’Ivoire Terminal (TC2)(1)
Independent port of Abidjan (Rep. of Côte d’lvoire)
21 years from February 2017
Second container terminal in the port of Abidjan
Development of quays and quay surfaces
The recipient of the concession is contractually responsible for maintenance. Investment in development and renewal is the responsibility of the recipient of the concession
Tuticorin (Dakshin Bharat Gatway Terminal Private Limited(2)
Chidambaranar port authorities (India)
30 years from August 2012
Tuticorin Terminal N/A The recipient of the concession is contractually responsible for maintenance. Investment in development and renewal is the responsibility of the recipient of the concession
(1) Company under signifi cant infl uence. (2) Partnership recognized by the equity method.
153 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 8 – INVESTMENTS IN EQUITY AFFILIATES
(in thousands of euros)
At December 31, 2012 654,145
Change in the scope of consolidation 10,109
Share in net income from operating companies accounted for by the equity method 19,205
Share in net income from non-operating companies accounted for by the equity method 20,541
Other transactions(1) (49,139)
AS AT DECEMBER 31, 2013 654,861
(1) Including –37.0 million euros in dividends, 22.3 million euros in changes in the fair value of fi nancial assets at Mediobanca and –32.1 million euros in translation di! erences.
CONSOLIDATED VALUE OF THE MAIN COMPANIES ACCOUNTED FOR BY THE EQUITY METHOD
Information has been categorized by operating segment.
At 12/31/2013* (in thousands of euros)
Share in net income from operating companies
accounted for using the equity method
Share in net income from non-operating companies
accounted for using the equity method
Value of equity share**
Entities under signifi cant infl uence
Mediobanca(1) 2,437 349,277
Socfi n Group 23,816 219,081
Euro Media Group (6,590) 18,418
Communications(2) 1,996 0 6,613
Transportation and logistics 2,898 0 9,682
Other 1,198 878 14,102
Sub-total entities under signifi cant infl uence 6,092 20,541 617,173
Partnerships 13,113 0 37,688
TOTAL 19,205 20,541 654,861
* Countries and percentage interest of each partnership and associate are presented in note 41 – List of consolidated companies. ** When the Group’s interest in a holding is brought down to zero, if the Group is committed beyond its initial investment, a provision is recorded for the additional losses
which are recognized in “Provisions for contingencies”. This amounted to 10.4 million euros as at December 31, 2013. (1) See note (1) on page 154. (2) See note (1) on page 155.
154 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
At December 31, 2012* (in thousands of euros)
Share in net income from operating companies accounted
for using the equity method
Share in net income from non-operating companies accounted
for using the equity method Value of equity
share**
Entities under signifi cant infl uence
Mediobanca(1) (45,698) 330,677
Socfi n Group 44,854 243,081
Euro Media Group (8,758) 25,054
Communications(2)*** 61,529 0 8,276
Transportation and logistics (1,702) 0 7,594
Other 0 0 6,022
Sub-total entities under signifi cant infl uence 59,827 (9,602) 620,704
Partnerships 12,835 0 33,441
TOTAL 72,662 (9,602) 654,145
* Countries and percentage interest of each partnership and associate are presented in note 41 – List of consolidated companies. ** When the Group’s interest in a holding is brought down to zero, if the Group is committed beyond its initial investment, a provision is recorded for the additional losses
which are recognized in “Provisions for contingencies”. This amounted to 10.1 million euros as at December 31, 2012. *** Communications: includes essentially the share of net income from Havas Group, consolidated using the equity method until August 31, 2012, in the amount of 61.0 million euros.
(1) Mediobanca Mediobanca is a listed company which publishes fi nancial statements in compliance with the IFRS system. At December 31, 2013, the Bolloré Group owned 6% of Mediobanca’s total capital stock, i.e. 6.1% excluding treasury shares (respectively 6% and 6.1% at December 31, 2012). The capital of Mediobanca is held 42% by three groups of shareholders linked by a shareholders’ agreement, with no shareholder outside the agreement alone holding more than 5% of the capital. Financière du Perguet brings together the C Group made up of foreign investors who hold 10.9% of the capital of Mediobanca (26% of the agreement). The infl uence of the C Group and Financière du Perguet had been signifi cantly strengthened after the agreement was renego- tiated in July 2011. In light of the favorable consequences to the Group of this renegotiation, the Group decided that the conditions of signifi cant infl uence had been met and accounted for its investment by the equity method, e! ective from that date. At December 31, 2013, the value of the investment consolidated using the equity method was 349.3 million euros and the Group share of net income was 2.4 million euros after impairment of the investment of –20.2 million euros. The market value of the shareholding at that date was 328.6 million euros.
SUMMARY OF KEY FINANCIAL INFORMATION – MEDIOBANCA
(in millions of euros) At 12/31/2013(1) At 12/31/2012(1)
Net banking income 854 775
Net income 302 123
Total assets 75,285 79,637
Shareholders’ equity 7,417 7,154
(1) Corresponding to publication twice a year, i.e. six months of activity, as the Mediobanca Group closes its annual accounts in June. Nonetheless the Group shows twelve months in the full-year fi nancial statements.
The reconciliation of Mediobanca’s summarized fi nancial information with the book value of the Group’s interest is established as follows:
(in millions of euros) At 12/31/2013 At 12/31/2012
Shareholders’ equity, Mediobanca Group share 7,311 7,046
Homogenization restatement and PPP (768) (1,137)
Percentage held by Bolloré Group 6.1 % 6.1 %
Share in net assets from Mediobanca Group 400 362
Goodwill and adjustment of fair value of the holding (51) (31)
NET BOOK VALUE OF THE GROUP’S INTEREST 349 331
155 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
(2) Havas Havas was fully consolidated on September 1, 2012. The Havas net income attributable to the Group was recognized before that date in “Share in net income from operating companies accounted for using the equity method” as per IAS 28. The recoverable value of the investment was recalculated at the date control was acquired. At that date, the value in use of the investment, equal to its net book value, estimated using several criteria, was higher than its fair value. The review of the value in use led to a reversal of impairment of 39.1 million euros.
VALUATION OF INVESTMENTS IN EQUITY AFFILIATES
In accordance with IAS 28, the value of holdings consolidated using the equity method is tested on the reporting date if there is an objective indication of a loss of value. The value in use of the shareholding is calculated on the basis of an analysis of various criteria including the stock exchange value for listed securities, discounted future cash fl ows and comparable listed companies. These methods use the price targets set by fi nancial analysts for listed securities.
Mediobanca
The value in use of the shareholding in Mediobanca was recalculated at December 31, 2013 and is higher than the stock exchange price. The review of the value in use led to an adjustment for impairment of –20.2 million euros at December 31, 2013.
NOTE 9 – OTHER FINANCIAL ASSETS
At 12/31/2013 (in thousands of euros) Gross value Provisions Net value
Of which non-current Of which current
Assets available for sale 6,040,859 (187,627) 5,853,232 5,853,232 0
Assets at fair value through profi t and loss 808 0 808 92 716
Loans, receivables, deposits and bonds 174,239 (38,183) 136,056 122,688 13,368
TOTAL 6,215,906 (225,810) 5,990,096 5,976,012 14,084
At 12/31/2012 (in thousands of euros) Gross value Provisions Net value
Of which non-current Of which current
Assets available for sale 4,134,987 (182,005) 3,952,982 3,952,982 0
Assets at fair value through profi t and loss 4,398 0 4,398 4,135 263
Loans, receivables, deposits and bonds 202,749 (37,491) 165,258 153,944 11,314
TOTAL 4,342,134 (219,496) 4,122,638 4,111,061 11,577
BREAKDOWN OF CHANGES OVER THE PERIOD
(in thousands of euros)
At 12/31/2012 Net value Acquisitions(1) Disposals(1)
Change in fair valuer(2)
Impairment recorded
in P&L Other
changes At 12/31/2013
Net value
Assets available for sale 3,952,982 41,207 225 1,849,944 (4,165) 13,039 5,853,232
Assets at fair value through profi t and loss 4,398 0 0 (3,327) 0 (263) 808
Loans, receivables, deposits and bonds 165,258 179,642 (210,521) (2,108) (1,135) 4,920 136,056
TOTAL 4,122,638 220,849 (210,296) 1,844,509 (5,300) 17,696 5,990,096
(1) Acquisitions and disposals of loans, receivables, deposits and bonds are mainly related to the issue and the repayment of a fi nancial loan granted to Financière de l’Odet and the repayment of a deposit granted for fi nancing in the amount of 49 million euros. Acquisitions of assets available for sale includes mainly additional acquisitions of Vivendi securities for 21.7 million euros.
(2) The change in fair value of assets available for sale includes 881.6 million euros related to securities in Group holding companies and 801.7 million euros in relation to Financière de l’Odet securities.
ASSETS AT FAIR VALUE THROUGH PROFIT AND LOSS
Assets at fair value through profi t and loss mainly include fi nancial derivatives. See above, note 21 – Derivative instruments for fi nancial debt.
156 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
ASSETS AVAILABLE FOR SALE
Breakdown of main shares
Companies (in thousands of euros)
At 12/31/2013 At 12/31/2012
Percentage held Net value book Percentage held Net value book
Financière de l’Odet(2) 35.55 1,927,636 35.55 1,125,937
Vivendi 5.05 1,294,442 5.00 1,122,677
Vallourec 1.63 82,565 1.64 80,815
Other listed shares – 102,430 – 82,783
Subtotal, listed securities 3,407,073 2,412,212
Sofi bol(1)(2) 48.95 1,328,356 48.95 833,133
Financière V(1)(2) 49.69 689,754 49.69 432,963
Omnium Bolloré(1)(2) 49.84 348,214 49.84 218,615
Other unlisted securities – 79,835 – 56,059
Subtotal, unlisted securities 2,446,159 1,540,770
TOTAL 5,853,232 3,952,982
Listed securities are valued at market price (see note 36 – Information as to risk). Unlisted securities consist mainly of the Group’s stakes in Omnium Bolloré, Sofi bol and Financière V, all intermediate holding companies controlled by the Group. As at December 31, for revaluations of fi nancial assets held for disposal, a temporary capital loss, in respect of the Group’s impairment criteria, was recognized directly in equity for –0.6 million euros.
(1) Sofi bol, Financière V, Omnium Bolloré The Bolloré Group directly and indirectly owns shares in Sofi bol, Financière V and Omnium Bolloré, all intermediate holding companies controlled by the Group. Sofi bol, controlled by Vincent Bolloré, is 51.05% owned by Financière V, 35.93% owned by Bolloré and 13.01% owned by Compagnie Saint-Gabriel, itself a wholly-owned subsidiary of Bolloré. Financière V, controlled by Vincent Bolloré, is 50.31% owned by Omnium Bolloré, 22.81% owned by Compagnie du Cambodge, 10.50% owned by Financière Moncey, 10.25% owned by Bolloré, 4% owned by Société Industrielle et Financière de l’Artois, 1.68% owned by Compagnie des Tramways de Rouen and 0.45% owned by Société des Chemins de Fer et Tramways du Var et du Gard. Omnium Bolloré, controlled by Vincent Bolloré, is 50.05% owned by Bolloré Participations, 27.92% owned by African Investment Company (controlled by Bolloré), 17.10% owned by Financière Moncey, 4.82% owned by Bolloré and 0.11% owned by Vincent Bolloré. These shares are valued based on their transparent value, equal to the average given by the three methods described below: – the market price of Bolloré stock; – the market price of Financière de l’Odet stock; – the consolidated shareholders’ equity of Financière de l’Odet. The overall value of these shareholdings estimated on the sole basis of the stock market price of Financière de l’Odet would be 245.1 million euros greater than the value thus calculated, this overall value remaining above their acquisition cost.
(2) Despite its stakes in Financière de l’Odet (35.55%), Sofi bol (48.95%), Financière V (49.69%) and Omnium Bolloré (49.84%), the Bolloré Group does not have any signifi cant infl uence over these shareholdings because the shares held confer no voting rights owing to the control directly and indirectly exercised by these companies over the Bolloré Group.
NOTE 10 – OTHER NON-CURRENT LIABILITIES
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Gross value Provisions Net value Gross value Provisions Net value
Accrual accounts 7,876 (2,837) 5,039 2,915 (2,843) 72
Research tax credit 56,533 0 56,533 0 0 0
TOTAL 64,409 (2,837) 61,572 2,915 (2,843) 72
As at December 31, 2013, the Group reclassifi ed the receivables from the research tax credit as long-term benefi ts, the recovery being expected in more than a year. The amount stood at 56.5 million euros as at December 31, 2103, compared with 34.6 million euros at December 31, 2012.
157 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 11 – INVENTORIES AND WORK IN PROGRESS
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Gross value Provisions Net value Gross value Provisions Net value
Raw materials, supplies, etc. 116,490 (18,829) 97,661 106,907 (17,959) 88,948
Work in process, intermediate and fi nished products 33,019 (1,062) 31,957 26,840 (4,977) 21,863
Other services in process 38,540 (581) 37,959 36,645 (619) 36,026
Goods 183,247 (1,730) 181,517 141,907 (509) 141,398
TOTAL 371,296 (22,202) 349,094 312,299 (24,064) 288,235
NOTE 12 – TRADE AND OTHER RECEIVABLES
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Gross value Provisions Net value Gross value Provisions Net value
Trade accounts receivable 3,212,800 (92,301) 3,120,499 3,192,264 (90,680) 3,101,584
Taxes and social security contributions paid in advance 44,310 (441) 43,869 62,093 (456) 61,637
Due from suppliers 192,867 (1,200) 191,667 240,601 (1,123) 239,478
Current account assets 31,464 (16,142) 15,322 61,433 (16,667) 44,766
Other operating receivables 559,432 (45,176) 514,256 577,986 (43,344) 534,642
TOTAL 4,040,873 (155,260) 3,885,613 4,134,377 (152,270) 3,982,107
AGED BALANCE OF PAST DUE RECEIVABLES WITHOUT PROVISIONS AT THE REPORTING DATE
At 12/31/2013 (in thousands of euros) Total Not past due Past due
0 to 6 months
6 to 12 months >12 months
Net trade receivables 3,120,499 2,270,298 850,201 763,342 49,728 37,131
At 12/31/2012 (in thousands of euros) Total Not past due Past due
0 to 6 months
6 to 12 months >12 months
Net trade receivables 3,101,584 2,168,410 933,174 854,354 49,335 29,485
The Group analyzes its trade receivables on a case-by-case basis and calculates impairment on an individual basis taking into account the customer’s situation and late payments. Past due receivables without provisions were covered by credit insurance for up to 189.5 million euros at December 31, 2013 and 213.9 million euros at December 31, 2012.
ANALYSIS OF THE CHANGE IN PROVISIONS FOR TRADE ACCOUNTS RECEIVABLE
(in thousands of euros) At 12/31/2012 Allowances Reversals Change
in scope
Foreign exchange variations
Other changes At 12/31/2013
Provisions for trade accounts receivable (90,680) (25,035) 21,081 43 1,998 292 (92,301)
ANALYSIS IN THE INCOME STATEMENTS OF PROVISIONS AND CHARGES FOR TRADE RECEIVABLES
(in thousands of euros) At 12/31/2013 At 12/31/2012
Allocations to provisions (25,035) (23,962)
Reversals of provisions 21,081 22,163
Losses on irrecoverable receivables (14,881) (15,503)
158 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 13 – CURRENT TAX ASSETS
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Gross value Provisions Net value Gross value Provisions Net value
Current tax assets 335,912 0 335,912 232,676 (51) 232,625
TOTAL 335,912 0 335,912 232,676 (51) 232,625
NOTE 14 – OTHER CURRENT ASSETS
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Gross value Provisions Net value Gross value Provisions Net value
Accrual accounts 64,518 0 64,518 54,090 0 54,090
TOTAL 64,518 0 64,518 54,090 0 54,090
NOTE 15 – CASH AND CASH EQUIVALENTS
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Gross value Provisions Net value Gross value Provisions Net value
Cash 1,142,266 (11) 1,142,255 959,896 (11) 959,885
Cash equivalents 178,471 0 178,471 129,831 (306) 129,525
Cash management agreements – assets(1) 257,933 0 257,933 13,933 0 13,933
Cash and cash equivalents 1,578,670 (11) 1,578,659 1,103,660 (317) 1,103,343
Cash management agreements – liabilities (12) 0 (12) (4,136) 0 (4,136)
Bank overdrafts (129,340) 0 (129,340) (115,847) 0 (115,847)
NET CASH 1,449,318 (11) 1,449,307 983,677 (317) 983,360
(1) Including 257.9 million euros cash asset agreement with Financière de l’Odet as at December 31, 2013 and 13.9 million euros at December 31, 2012.
NOTE 16 – SHAREHOLDERS’ EQUITY
CHANGES IN CAPITAL STOCK
At December 31, 2013, the share capital of Bolloré SA was 437,471,456 euros, divided into 27,341,966 fully paid-up ordinary shares with a nominal value of 16 euros each. During the period ending on December 31, 2013, the weighted average number of ordinary shares outstanding was 24,537,087 and the weighted average number of ordinary and potential dilutive shares was 24,591,220. The capital of the parent company was increased by 267,608 shares during the fiscal year due to the payment options for the final dividend for 2012 and the payment in shares of the interim dividend in 2013 (see below). Following the squeeze-out o! er on Plantations des Terres Rouges shares, the Group gave shareholders the possibility to exchange their shares for Bolloré SA shares (see note 1-A – Signifi cant events), 203,952 Bolloré SA shares were issued in compensation for the contributions. Transactions that a! ect or could a! ect the share capital of Bolloré SA are subject to agreement by the General Meeting of Shareholders. The Group monitors, in particular, changes in the net debt/total shareholders’ equity ratio.
The net debt used is presented in note 21 – Financial debt. The shareholders’ equity used is that shown in the schedule of changes in shareholders’ equity in the fi nancial statements.
DIVIDENDS PAID BY THE PARENT COMPANY
The total amount of dividends paid by the parent company in respect of the 2012 fi scal year was 29.6 million euros, i.e. 1.10 euros per share. 98,908 Bolloré SA shares were granted under the option for payment of the dividend in shares. An interim dividend of 2.00 euros per share was paid in 2013 in respect of the 2013 fi scal year, amounting to a total of 54.3 million euros and 168,700 Bolloré SA shares were granted under the option for payment of the interim dividend in shares.
TREASURY SHARES
As of December 31, 2013, the number of treasury shares held by Bolloré and its subsidiaries was 2,708,420. Group companies received 44,494 new Bolloré SA shares under distributions of dividends in shares for the fi scal year as well as the o! er to swap Plantations des Terres Rouges shares.
159 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
EARNINGS PER SHARE
The table below gives a breakdown of the details used to calculate the basic and diluted earnings per share shown at the bottom of the income statement.
(in thousands of euros) December 2013 December 2012
Net income, Group’s share, used to calculate earnings per share – basic 270,148 669,017
Net income, Group’s share, used to calculate earnings per share – diluted 270,148 669,017
Net income from ongoing activities, Group’s share, used to calculate earnings per share – basic 266,990 663,597
Net income from ongoing activities, Group’s share, used to calculate earnings per share – diluted 266,990 663,597
Number of shares issued at 31 December 2013 2012
Number of shares issued 27,341,966 27,138,014
Number of treasury shares (2,708,420) (2,690,752)
Number of shares outstanding (excluding treasury shares) 24,633,546 24,447,262
Share-option plan 0 0
Free shares 64,875 65,375
Number of shares issued and potential shares (excluding treasury shares) 24,698,421 24,512,637
Weighted average number of shares outstanding (excluding treasury shares) – basic 24,537,087 23,337,260
Potential dilutive shares resulting from the exercise of options and free shares(1) 54,133 40,818
– of which share options in the 2007 Bolloré plan(2) 0 12,063
– of which free grant of Bolloré SA shares in 2010(2) 54,133 28,755
Weighted average number of shares outstanding and potential shares (excluding treasury shares) – after dilution 24,591,220 23,378,078
(1) Potential securities, for which the exercise price plus the fair value of services to be carried out by recipients until rights are earned is greater than the average market price for the period, are not included in the calculation of diluted earnings per share owing to their non-dilutive e! ect.
(2) See note 19 – Transactions in which payment is based on shares.
MAIN NON-CONTROLLING INTERESTS
The information presented below has been categorized by operating segment.
Net income from non-controlling interests(1)
Total minority interests held(1)
(in thousands of euros) At 12/31/2013 At 12/31/2012 At 12/31/2013 At 12/31/2012
Communications 90,104 45,560 1,094,638 979,130
Transportation and logistics 80,632 71,797 263,083 235,409
Other 8,940 26,282 209,133 181,951
TOTAL 179,676 143,639 1,566,854 1,396,490
(1) Including direct and indirect non-controlling interests.
Most of the Group’s non-controlling interests concern the Group’s holding in Havas Group for which the summarized fi nancial information is described below. The information presented in the Group fi nancial statements is the restated summarized fi nancial information for the Havas Group, before elimination of inter-Group accounts and transactions.
(in millions of euros) At 12/31/2013 At 12/31/2012
Current assets 2,884.1 2,731.5
Non-current assets 2,595.2 2,511.5
Current liabilities 3,313.8 2,992.2
Non-current liabilities 462.9 709.9
Shareholders’ equity, Group’s share 600.1 546.9
Non-controlling interests 1,102.4 993.9
160 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
INCOME STATEMENT
(in millions of euros) 2013 2012(1)
Turnover 1,771.8 671.8
Consolidated net income 132.1 63.9
Consolidated net income, Group’s share 41.5 20.8
Non-controlling interests 90.6 43.1
Other comprehensive income items (1.1) (3.8)
Comprehensive income, Group’s share 41.6 19.7
Comprehensive income, non-controlling interests 89.4 40.4
(1) Four-month information, Havas Group having been fully consolidated as of September 1, 2012.
(in millions of euros) 2013 2012(1)
Dividends paid to minority shareholders net of distribution tax (43.1) (4.8)
Net cash from operating activities 182.1 370.6
Net cash from investing activities (88.2) (28.9)
Net cash from fi nancing activities (43.1) (181.0)
(1) Four-month information, Havas Group having been fully consolidated as of September 1, 2012.
NOTE 17 – PROVISIONS FOR CONTINGENCIES AND CHARGES
2013 Fiscal year (in thousands of euros)
At 12/31/2012 Increase
Decrease
Change in scope
Other changes
Foreign exchange variations
At 12/31/2013
With Use
Without use
Provisions for litigation(1) 22,243 9,966 (7,573) (3,687) 0 281 (226) 21,004
Other provisions for contingencies(2) 31,525 8,844 (2,130) (4,769) 0 (2,613) (1,550) 29,307
Restructuring(3) 5,941 2,022 (4,043) (483) 0 (110) (148) 3,179
Environmental provisions(4) 2,448 430 (391) 0 0 (1,003) 0 1,484
Other provisions for charges 13,558 10,406 (1,295) (3,305) 856 973 (329) 20,864
Total provisions (due within one year) 75,715 31,668 (15,432) (12,244) 856 (2,472) (2,253) 75,838
Provisions for litigation(1) 27,336 11,959 (2,332) (6,312) 0 585 (293) 30,943
Provisions for subsidiary contingencies 13,038 116 0 (323) 0 285 (8) 13,108
Other provisions for contingencies(2) 78,993 26,953 (485) (33,723) 17 (343) (272) 71,140
Provisions for taxes(5) 33,444 23,712 (19,162) 0 0 0 (888) 37,106
Contractual obligations(6) 7,244 2,637 (2,952) 0 0 0 0 6,929
Restructuring(3) 4,549 6,622 (1,204) (881) 0 108 (373) 8,821
Environmental provisions(4) 6,535 3,905 0 (51) 0 (3,150) (8) 7,231
Other provisions for charges 11,253 4,996 (2,127) (481) 5 2,676 (151) 16,171
Total of other provisions 182,392 80,900 (28,262) (41,771) 22 161 (1,993) 191,449
TOTAL 258,107 112,568 (43,694) (54,015) 878 (2,311) (4,246) 267,287
(1) Refers to operational disputes not individually signifi cant. (2) The balance mainly includes -23 million euros relating to the Copigraph dispute, -18.8 million euros relating to Bluecar® and -18 million euros for the Havas Group
regarding commercial risks. These changes were mainly due to the up-dating of Bluecar® contractual provisions. (3) Mainly various departures individually negotiated and notifi ed to the people concerned as well as allocations to provisions for empty Havas premises in the
United Kingdom and the United States. (4) Corresponds to provisions for cleaning up pollution and recycling. (5) Including allowances for tax risks at Havas for 8.8 million euros (US entities). (6) Provisions for contractual obligations concern the restoration of infrastructures used within the context of concession contracts. They are calculated at the end of each
fi nancial period according to a work schedule extending over more than one year and revised annually to take account of the expenditure schedules.
161 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
IMPACT (NET OF EXPENSES INCURRED) ON THE 2013 INCOME STATEMENT
(in thousands of euros) Allowances Reversals
without use Net impact
Net operating income (87,839) 53,674 (34,165)
Net fi nancial income (754) 341 (413)
Taxes (23,712) 0 (23,712)
Net income from discontinued operations (263) 0 (263)
TOTAL (112,568) 54,015 (58,553)
LITIGATION IN PROGRESS
Copigraph litigation
The European Commission fi ned Bolloré for participating in a cartel in the carbonless paper market from 1992 to 1995 through its subsidiary, Copigraph. Copigraph was sold in November 1998 to Arjo Wiggins Appleton. Bolloré appealed against this decision on April 11, 2002, before the Luxembourg Court of First Instance, contesting the conformity of the procedure which resulted in a fi ne. By decision dated April 26, 2007, the Luxembourg Court of First Instance, while recognizing that the statement of objections did not enable Bolloré to acquaint itself with the objection based on its direct involvement in the infringement, or even with the facts established by the Commission in support of that objection, so that Bolloré was unable properly to defend itself during the administrative procedure, nevertheless rejected Bolloré’s appeal. Bolloré, which has paid 22.7 million euros in fi nes and 5.7 million euros in interest, appealed before the Court of Justice of the European Communities against this judgment on July 11, 2007, notably for violation of the defendant’s rights, violation of the principle of presumption of innocence and distortion of essential evidence. The Court of Justice of the European Communities was of the opinion that the Court of First Instance had made a legal error in drawing no legal consequence from its decision that the rights of defense of Bolloré had not been met and, by judgment of September 3, 2009, annulled the initial decision of the Commission in relation to Bolloré SA. Following this annulment, the Commission, on December 16, 2009, sent a new statement of complaint to Bolloré. Despite the observations made by Bolloré, on June 23, 2010, the European Commission decided to reinstate its initial decision and reduced the fine, ordering Bolloré to pay 21.3 million euros. On September 3, 2010, Bolloré fi led an appeal before the European Union General Court against the reinstated decision in order, principally, to have this decision annulled and, as an alternative, to have the fi ne substantially reduced. In a decision handed down on June 27, 2012, the European Union General Court rejected Bolloré’s appeal. Bolloré has decided to appeal against this judgment to the Court of Justice of the European Communities and the Court should shortly render its decision.
Class action against SDV Logistique Internationale
In November 2009, the company SDV Logistique Internationale received a summons to appear before the Federal Court of the Eastern District of New York (United States) in a class action against some 60 forwarding agents for alleged price-fixing of services provided. On July 30, 2013, SDV Logistique Internationale, while strongly denying the plainti! s’ allegations, entered into a settlement with them to avoid paying costly lawyers’ fees. As part of this settlement, SDV Logistique Internationale mainly transferred to the plainti! s 75% of the rights that SDV Logistique Internationale held itself as a plainti! in the class action. This transactional agreement is subjects to validation by the Federal Court of the Eastern District of New York.
Petition demanding the cancellation of the Autolib’ service delegation agreement
On May 11, 2011, Ulpro and Ada each fi led a summary petition with the Paris Administrative Court to repeal the decision by the Chairman of the Autolib’ mixed syndicate on February 25, 2011, to sign the public service delegation agreement drawn up by the aforementioned syndicate and Autolib’ relating to the setting up, management and maintenance of a self-service car system and an electric vehicle recharging infrastructure. On May 24, 2011, Autolib’ was made an addressee of the aforemen- tioned petition in its capacity as provider of the aforementioned public service delegation agreement and, together with the Autolib’ mixed syndicate, completely rejected the appeal. By the decisions of March 1, 2012, the Paris Administrative Court rejected the petitions by Ulpro and Ada. Ulpro and Ada have appealed against these decisions before the Paris Administrative Court of Appeal and proceedings are currently under way.
Appeal by Getma International and NCT Necotrans against Bolloré within the context of the granting of the Conakry port concession
On October 3, 2011, Getma International and NCT Necotrans issued a summons to Bolloré and Bolloré Africa Logistics to appear before the Nanterre Commercial Court for the purposes of holding them jointly and severally liable and issuing them with an order to pay a total of 100.1 million euros in damages and interest, and 0.2 million euros pursuant to article 700 of the French Code of Civil Procedure. Getma International and NCT Necotrans alleged that Bolloré and Bolloré Africa Logistics had caused them injury through acts of unfair competition and complicity in the violation by the Guinean Government of its contractual obligations, which Bolloré Africa Logistics and Bolloré fi rmly deny. In a decision handed down on October 10, 2013, the Commercial Court dismissed the main claims by Getma International and NCT Necotrans, however it considered that the new recipient of the Conakry Terminal concession would have benefi ted from investments carried out by its predecessor, Getma International, and ordered Bolloré to pay Getma International and NCT Necotrans a sum of 2.1 million euros. Getma International and NCT Necotrans appealed this decision.
Formal notice to Bolloré Telecom relating to the deployment of the WiMax network
On November 23, 2011, Bolloré Telecom was notifi ed by the Legal A! airs Director of the French telecommunications regulator Arcep (Autorité de regulation des communications électriques et des postes) of the decision by the CEO of Arcep of November 21, 2011, to issue a formal notice to Bolloré Telecom to comply with the following: (i) on June 30, 2012, the obligation to use the frequencies allocated
to them within each of the departments; and (ii) the provisions relating to the territorial scope of deployment set
forth in the specifi cations annexed to the decisions.
162 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
On January 20, 2012, Bolloré Telecom fi led a summary petition before the Council of State aimed at quashing both the decision by the CEO of Arcep of November 21, 2011, to issue a formal notice to Bolloré Telecom, and Arcep’s decision no. 2011-1365 of November 22, 2011, which made this formal notice to Bolloré Telecom’s CEO public. By decision no. 2012-1314 of November 22, 2012, Arcep took note of the undertakings to deploy and return frequencies and the abrogation requests made by Bolloré Telecom and particularly in view of these undertakings decided that there were no grounds for sanctioning Bolloré Telecom for the breaches at the fi rst due date of June 30, 2012, as defi ned by articles 1 and 2 of the formal warning decision of the CEO of Arcep of November 21, 2011. As a result of this decision, Bolloré Telecom dropped its petition to the Council of State.
Litigation with former executives or employees of Havas
— Procedure relating to the cancellation of Alain Cayzac’s employment contract
While Alain Cayzac had considered that the conditions for exercising his conscience clause were met, Havas for its part had taken the view that it had been a case of resignation and had not paid him the compensation claimed. Alain Cayzac referred to the Nanterre employment tribunal. Under terms of a decision of September 7, 2012, the Nanterre employment tribunal: • recognized the validity of the conscience clause and ordered Havas
SA to pay Alain Cayzac the compensation claimed in this respect; • considered that it was not dismissal without real or serious grounds
and dismissed Alain Cayzac’s claims in this respect; • ordered Havas SA to pay Alain Cayzac’s variable remuneration for
2005. Havas and Alain Cayzac appealed against this judgment. The case is currently pending before the Court of Appeals of Versailles. In the normal course of their activities, Bolloré and its subsidiaries are party to a number of judicial, administrative, or arbitrational proceedings. The potential costs of these proceedings are the subject of provisions insofar as they are quantifiable. The provisioned amounts are subject to a risk assessment case by case. The Group remains confi dent that all the on-going disputes referred to above will be resolved in its favor. Consequently, no signifi cant provision has been made in this regard in the fi nancial statements as
at December 31, 2013, other than a provision for 23 million euros in relation to the Copigraph dispute. There are no other governmental, judicial or arbitrational proceedings, of which the company is aware, which are pending or being threatened and are likely to have, or have had over the course of the last twelve months, a signifi cant e! ect on the fi nancial position or profi tability of the company and/or the Group.
NOTE 18 – EMPLOYEE BENEFITS OBLIGATION
Note that the Group adopted the revision to IAS 19 in the 2013 consolidated fi nancial statements (see note 3 – Comparability of fi nancial statements). All periods presented were therefore restated. The Group has three signifi cant defi ned benefi t schemes in the United Kingdom which are not open to new employees. Two schemes are related to Havas subsidiaries and one scheme concerns a transpor- tation company, SDV Ltd. These schemes are managed and monitored by trustees, in accordance with the legislation in force. The trustees implement an investment strategy to ensure the best long-term return on investment with a level of risk that is appropriate to the nature and length of the agreements. The manager is in charge of the daily management of assets in accordance with the defi ned strategy. The plans are analyzed on a regular basis by an independent actuary. Havas SA commits to cover any insu$ ciency in assets placed in pension funds for a maximum amount of 20.4 million euros. In this regard, a provision is recognized the balance sheet pour 7 million euros as at December 31, 2013, compared with 6.1 million euros as at December 31, 2012. The estimated contributions to be paid in 2014 amounted to 1.5 million euros. Concerning SDV Ltd, the financing of the scheme was agreed between the company and the scheme trustee in order to compensate any shortfall by spreading the payment of contributions. In this regard, a provision is recognized the balance sheet for 0.7 million euros as at December 31, 2013, compared with 2.8 million euros as at December 31, 2012. The estimated contributions to be paid amount to 1.1 million euros.
ASSETS AND LIABILITIES INCLUDED IN THE BALANCE SHEET
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Post- employment
benefi ts
Other long-term
benefi ts Total
Post- employment
benefi ts
Other long-term
benefi ts Total
Discounted value of commitments (non-funded schemes) 147,174 26,538 173,712 140,474 24,111 164,585
Discounted value of commitments (funded schemes) 179,704 0 179,704 172,540 0 172,540
Fair value of plan assets (147,273) 0 (147,273) (139,421) 0 (139,421)
NET BALANCE SHEET VALUE OF EMPLOYEE BENEFITS OBLIGATIONS 179,605 26,538 206,143 173,593 24,111 197,704
163 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
EXPENDITURE COMPONENTS
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Post- employment
benefi ts
Other long-term
benefi ts Total
Post- employment
benefi ts
Other long-term
benefi ts Total
Cost of services provided (11,423) (2,040) (13,463) (10,501) (1,748) (12,249)
Cost of past services 0 20 20 (926) (193) (1,119)
Actuarial gains and losses recognized 0 (1,592) (1,592) 0 (1,874) (1,874)
E! ects of reductions and plan liquidation 1,227 68 1,295 3,011 0 3,011
Interest expenses (11,042) (1,052) (12,094) (8,941) (943) (9,884)
Expected yield of scheme assets 5,642 0 5,642 3,911 0 3,911
COSTS OF EMPLOYEE BENEFITS OBLIGATIONS(1) (15,596) (4,596) (20,192) (13,446) (4,758) (18,204)
(1) In 2013, including an expense for discontinued operations in the amount of 66,000 euros.
CHANGES IN NET BALANCE SHEET LIABILITIES/ASSETS
Changes in provisions
(in thousands of euros)
2013 Financial year 2012 Financial year
Post- employment
benefi ts
Other long-term
benefi ts Total
Post- employment
benefi ts
Other long-term
benefi ts Total
At January 1 173,593 24,111 197,704 93,745 20,955 114,700
Increase through P&L 15,596 4,596 20,192 13,446 4,758 18,204
Decrease through P&L (12,826) (1,861) (14,687) (12,026) (1,641) (13,667)
Actuarial gains and losses in shareholders’ equity 6,655 0 6,655 20,835 0 20,835
Translation di! erences (2,184) (308) (2,492) (874) (195) (1,069)
Other changes(1) (1,229) 0 (1,229) 58,467 234 58,701
AT DECEMBER 31 179,605 26,538 206,143 173,593 24,111 197,704
(1) In 2013, including reclassifi cation as liabilities held for disposal in the amount of 1.2 million euros. In 2012, primarily includes change from equity method to full consolidation of the Havas Group in the amount of 55.3 million euros.
ACTUARIAL GAINS AND (LOSSES) RECOGNIZED DIRECTLY IN EQUITY
The change in actuarial gains and (losses) recognized directly in shareholders’ equity is as follows:
(in thousands of euros) At 12/31/2013 At 12/31/2012
Opening balance (61,820) (8,598)
Actuarial gains and (losses) recognized in the period (for controlled entities) (6,655) (20,835)
Other changes(1) 8,114 (32,387)
Closing balance (60,361) (61,820)
(1) Corresponds to foreign exchange gains and losses of entities accounted for by the equity method as well as the full consolidation of the Havas Group in 2012.
164 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
INFORMATION ON HEDGED ASSETS
Reconciliation between the fair value of hedged assets at the start and end of the fi nancial year
(in thousands of euros) Annuity scheme Capital scheme Total
Fair value of assets at January 1, 2013 127,913 11,508 139,421
Expected return on assets 5,320 322 5,642
Actuarial (losses) and gains generated 6,854 5 6,859
Contributions paid by the employer 2,304 862 3,166
Contributions paid by the employees 98 10 108
Reductions/liquidations 0 0 0
Benefi ts paid by the fund (3,766) (1,418) (5,184)
Change in scope 0 0 0
Other (2,392) (347) (2,739)
FAIR VALUE OF ASSETS AS AT DECEMBER 31, 2013 136,331 10,942 147,273
Composition of the investment portfolio
The assets of pension plans are mainly located in France and the UK. At the year end, hedged assets were invested as follows:
France (as a percentage)
At 12/31/2013 At 12/31/2012
Share Yield rate Share Yield rate
Shares 0 0 0 0
Bonds 0 0 0 0
Fixed assets 0 0 0 0
Cash 0 0 0 0
Other 100 3.25 100 3.25
TOTAL 100 3.25 100 3.25
The expected yield rate was established on the basis of the characteristics of the insurance policies. For France, insurance policies are exclusively in “euros” and are managed on the general assets of the insurers. No investment is made in the Group’s own assets.
United Kingdom (as a percentage)
At 12/31/2013 At 12/31/2012
Share Yield rate Share Yield rate
Actions 41 4.62-4.70 37 4.20-4.37
Obligations 50 4.62-4.70 52 4.20-4.37
Immobilier 0 – 0 –
Trésorerie 2 4.70 0 4.20
Autres 8 4.62 11 4.37
TOTAL 100 4.62-4.70 100 4.20-4.37
Other (as a percentage)
At 12/31/2013 At 12/31/2012
Share Yield rate Share Yield rate
Shares 25 3.53 29 2.85
Bonds 13 3.53 18 2.85
Fixed assets 0 – 0 –
Cash 6 3.53 0 –
Other 57 3.53 53 2.85
TOTAL 100 3.53 100 2.85
165 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
VALUATION ASSUMPTIONS
Commitments are valued by actuaries who are independent from the Group. Any assumptions made refl ect the specifi c nature of the plans and companies concerned. Full actuarial valuations are carried out each year during the fi nal quarter.
Geographical distribution of commitments at the reporting date:
At December 31, 2013 (in thousands of euros) France United Kingdom Other Total
Discounted value of commitments (non-funded schemes) 80,002 0 67,172 147,174
Discounted value of commitments (funded schemes) 27,819 138,987 12,898 179,704
Post-employment benefi ts 107,821 138,987 80,070 326,878
Other long-term benefi ts 17,791 341 8,406 26,538
Fair value of plan assets (6,536) (131,292) (9,445) (147,273)
Unrecognized cost of past services 0
NET BALANCE SHEET VALUE OF EMPLOYEE BENEFIT OBLIGATIONS 119,076 8,036 79,031 206,143
Discount rates determined by country or geographical zone are obtained by reference to the yield rate of fi rst-class private bonds (with maturity equivalent to the term of the schemes valued). The main actuarial assumptions made in determining commitments are as follows:
Summary (as a percentage) France United Kingdom Other
At December 31, 2013
Discount rate 3.25 4.62-4.70 3.25-3.53
Expected return on assets 3.25 4.62-4.70 3.25-3.53
Wage increases(1) 2.70 3.50 1.19-2.70
Increase in the cost of healthcare 3.40-7.00(2) – 3.40
At December 31, 2012
Discount rate 3.25 4.20-4.37 2.85-3.25
Expected return on assets 3.25 4.20-4.37 2.85-3.25
Wage increases(1) 2.85 3.10 2.45-2.85
Increase in the cost of healthcare 3.40-7.00(2) – 3.40
(1) Infl ation-adjusted. (2) Actual experience of the plans.
SENSITIVITY
The sensitivity of the valuation to changes in the discount rate is as follows:
Change in the discount rate (in %)
Change in the discount rate (in thousands of euros)
Of –0.5% Of +0.5% Of –0.5% Of +0.5%
E! ect on commitment in 2013 7.72 –7.04 27,275 (24,898)
E! ect on expense in 2014 – – <1 million euros
The sensitivity of the valuation to changes in the expected return on assets is as follows:
Change in the expected yield rate (in %)
Change in the expected yield rate accounts (in thousands of euros)
Of –10% Of +10% Of –10% Of +10%
E! ect on expense in 2014 –10.00 10.00 <1 million euros
Sensitivity of healthcare benefi t commitments to a 1% change in medical costs: the increase of 1% in medical expenses does not have a signifi cant e! ect either on the debt, the standard cost or the interest.
166 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 19 – TRANSACTIONS IN WHICH PAYMENT IS BASED ON SHARES
BOLLORÉ SA FREE SHARE ALLOCATION PLAN
The Group granted free Bolloré SA shares to Group employees. These awards were made on the conditions set by the Shareholders General Meeting of June 10, 2010 and June 6, 2012. The terms of these plans were decided at the Board Meetings of August 31, 2010 and October 10, 2012. The Group applied IFRS 2 “Share-based payments” to these free share allocation plans. On the grant dates, December 8, 2010, May 21, 2012 and October 11, 2012, the fair value of the shares granted was calculated by an independent expert, this value equaling the expense to be recognized for the period corresponding to the vesting period. The fair value of the shares is spread on a straight-line basis over the vesting period. This amount is included in the income statement under “Sta! costs” with an o! setting entry in shareholders’ equity. The employer’s contributions due under these plans were immediately recognized as expenses.
Bolloré SA Plans of December 2010 Bolloré SA Plans of October 2012
Allocation conditions
Grant date December 8, 2010 May 21, 2012 October 11, 2012
Number of shares granted 34,600 27,275 3,500
Share price on award date (in euros) 163.60 158.20 205.50
Vesting period 48 months 48 months 24 months
Holding period 2 years from acquisition 2 years from acquisition 2 years from acquisition
Main assumptions
Dividend rate (as a percentage) 1.15 2.00 2.00
Risk-free rate (as a percentage) 2.76 to 6 years 1.52 to 6 years 0.72 to 4 years
2.26 to 4 years 1.22 to 4 years 0.46 to 2 years
Fair value of the option (including lock-up discount) (in euros) 142.83 135.67 − 175.87
As at December 31, 2013
Remaining number of shares to be allocated 34,100 27,275 3,500
Expense recognized in P&L (in thousands of euros) (1,122) (851) (296)
BOLLORÉ TELECOM OPTION PLAN OF SEPTEMBER 2007
The Group also decided to allocate Bolloré Telecom (an unlisted company) share options to employees and o$ cers of this company. The terms of this plan were determined at the Extraordinary General Meeting of July 19, 2007. This plan includes a liquidity guarantee provided by the principal shareholder (Bolloré SA) and, in accordance with IFRS 2, the Group considered that this plan involved a transaction in which payment was based on shares and settled in cash by Bolloré SA (“cash settlement”). This defi nition results in an estimate of liabilities in the consolidated fi nancial statements under the liquidity commitment. Application of the terms of the liquidity mechanism results in an estimate of the fair value of the commitment based on two scenarios depending on net income over the period. The fair value is therefore calculated by combining these two scenarios using the Black and Scholes and Monte-Carlo methods.
Allocation conditions
Grant date September 11, 2007
Number of shares granted 593,977
Share price on award date (in euros) 16.00
Legal lifetime of the options 10 years from the grant date
Vesting period Divided into 25% tranches per year of presence from the grant date
Liquidity facility provided by Bolloré SA from the 5th to the 10th year from the grant date
At December 31, 2013
Number of options yet to be exercised 593,977
Expense recognized in P&L 0
167 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
HAVAS SA STOCK PLAN
The Havas Group granted Havas stock purchase option plans to its employees and corporate o$ cers (“Plans settled in stock”). At the grant date, the fair value of options awarded is calculated using the binomial method. This method factors in the features of the plan (price and exercise period), market data as of the award (risk-free rate, stock price, volatility, expected dividend) and a behavioral assumption about the recipients. Future volatility is estimated from historical volatility observed in the sample of comparable publicly traded companies in Havas’ industry. The fair value of the options is amortized straight-line in profi t and loss under “Sta! costs” with an o! setting entry in shareholders’ equity over the vesting period. When options are exercised, the price paid by the recipients is posted under cash as a counterpart to shareholders’ equity.
2003 Plans 2004 Plans 2006 Plans 2007 Plan
Allocation conditions
Grant date March 24, 2003
July 4, 2003
December 10, 2003
May 26, 2004
December 1, 2004
July 20, 2006
October 27, 2006
June 11, 2007
Number of shares granted 3,014,251 351,006 1,681,621 421,426 10,326,167 2,200,000 22,500,000 1,740,000
Share price on award date (in euros) 2.69 3.89 4.49 4.31 4.06 3.72 3.86 4.22
Legal lifetime of the options
7 years
10 years
7 years
10 years
5 years 7 years 7 years 7 years
10 years for French
residents
10 years for French
residents
10 years for French
residents
8 years for French
residents
8 years for French
residents
8 years for French
residents
Vesting period 36 months 36 months 36 months 36 months 48 months 36 months 36 months 36 months
Main assumptions
Dividend rate (as a percentage) 1.50 1.50 1.50 1.50 1.50 1.50 1.50 1.00
Expected volatility (as a percentage) 30.00 30.00 30.00 30.00 30.00 20.00 20.00 20.00
Risk-free rate (as a percentage)
4.14- 4.50 4.21
4.26- 4.59 4.60
3.22- 4.00 3.75 3.75 4.50
Fair value of the option (in euros) 0.77-0.90 1.21-1.28 1.32-1.53 1.34-1.46 1.16-1.42 0.90-0.91 0.87-0.92 1.14-1.21
At December 31, 2013
Number of options yet to be exercised 0 0 0 296,194 0 0 2,015,120 385,220
Expense recognized in profi t and loss(1) 0 0 0 0 0 0 0 0
(1) Since all option plans have been totally exercisable since 2010, no expense in this regard was recognized in 2013.
REDEEMABLE WARRANTS FOR SUBSCRIPTION AND/OR PURCHASE OF STOCK (BSAARS)
2006 BSAARs
On December 1, 2006, Havas SA issued a debt security in the form of bonds with redeemable warrants for the subscription and/or purchase of stock (OBSAARs). The banks who underwrote the OBSAARs o! ered to certain executives and o$ cers of the Group Havas the opportunity to acquire the warrants (BSAARs) for 0.34 euro each, a price approved by an external appraisal. As this value was, however, di! erent from the valuation of the option as calculated in accordance with IFRS 2, the di! erence between the two values represented an employee benefi ts expense, which was spread over the vesting period. The BSAARs were purchased by the executives and corporate o$ cers to whom they had been offered. They were locked up until November 30, 2010 and each recipient agreed to sell his or her BSAARs to Havas SA should he or she leave the Group before the exercise date and to do so at the price at which they were purchased. The BSAARs are exercisable at any time from December 1, 2010 forward, when they were listed for trading on Euronext Paris under the ISIN code FR0010355644, but before December 1, 2013. BSAARs can be exercised at a unit price of 4.30 euros. One BSAAR entitles the holder to subscribe or purchase one new or existing share of Havas SA. As at December 31, 2013, they were fully exercised.
2008 BSAARs
On February 8, 2008, Havas SA issued a loan in the form of OBSAARs. The 2008 OBSAAR is similar to the 2006 OBSAAR, both in terms of its placement and its accounting treatment. The unit price of the BSAAR was 0.34 euro. The di! erence between the option value and the option price represented an employee benefi t expense which was spread over the vesting period. The BSAARs were locked up until February 8, 2012, when they were fi rst traded on Euronext Paris. They have been exercisable at any time since that date and will be until the seventh anniversary of their issuance date. BSAARs can be exercised at a unit price of 3.85 euros. One BSAAR entitles the holder to subscribe or purchase one new or existing share of Havas SA.
Following the successful public share buyback o! er initiated by Havas SA in May 2012, at 4.90 euros per share, 51,729,602 shares or 12% of the capital stock at January 1, 2012 were bought back on June 19, 2012 and then canceled. As a result, one 2008 BSAAR gives the right to subscribe or purchase 1.03 new or existing shares of Havas SA, at an exercise price of 3.85 euros.
168 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
2008 2006
Dividend rate (as a percentage) 1.50 1.50
Expected volatility (as a percentage) 20.00 20.00
Risk-free rate (as a percentage) 4.09 3.75
Number of options granted 15,000,000 41,985,000
Lifetime of the options 7 years 7 years
Fair value of the benefi t granted 0.114 0.137
Exercise price (in euros) 3.85 4.30
Number of BSAARs granted but still unexercised at December 31, 2013 6,008,653 0
NOTE 20 – AGING OF LIABILITIES
At December 31, 2013 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Convertible bonds 0 0 0 0
Other bond issues 1,068,972 389,770 509,325 169,877
TOTAL BOND ISSUES (a) 1,068,972 389,770 509,325 169,877
Loans from banks (b) 2,091,351 657,806 1,320,803 112,742
Other borrowings and similar debts (c) 213,072 170,689 27,214 15,169
Sub-total: Liabilities excluding derivatives (a + b + c) 3,373,395 1,218,265 1,857,342 297,788
Liability derivatives (d) 660 660 0 0
TOTAL: FINANCIAL DEBTS (a + b + c + d) 3,374,055 1,218,925 1,857,342 297,788
Non-current liabilities
Other non-current liabilities 208,769 0 208,769 0
Debts among current liabilities
Trade and other payables 4,317,278 4,317,278 0 0
Current tax 504,461 504,461 0 0
Other current liabilities 89,420 89,420 0 0
At December 31, 2012 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Convertible bonds 0 0 0 0
Other bond issues 1,133,782 161,429 798,402 173,951
TOTAL BOND ISSUES (a) 1,133,782 161,429 798,402 173,951
Loans from banks (b) 1,714,164 633,109 927,107 153,948
Other borrowings and similar debts (c) 201,942 161,088 28,201 12,653
Sub-total: Liabilities excluding derivatives (a + b + c) 3,049,888 955,626 1,753,710 340,552
Liability derivatives (d) 6,496 6,496 0 0
TOTAL: FINANCIAL DEBTS (a + b + c + d) 3,056,384 962,122 1,753,710 340,552
Non-current liabilities
Other non-current liabilities 126,010 0 126,010 0
Debts among current liabilities
Trade and other payables 4,347,769 4,347,769 0 0
Current tax 423,687 423,687 0 0
Other current liabilities 97,338 97,338 0 0
169 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 21 – FINANCIAL DEBT
NET FINANCIAL DEBT
(in thousands of euros)
At 12/31/2013
Of which current
Of which non-current
At 12/31/2012
Of which current
Of which non-current
Other bond issues 1,068,972 389,770 679,202 1,133,782 161,429 972,353
Loans from banks 2,091,351 657,806 1,433,545 1,714,164 633,109 1,081,055
Other borrowings and similar debts 213,072 170,689 42,383 201,942 161,087 40,855
Liability derivatives(1) 660 660 0 6,496 6,496 0
GROSS FINANCIAL DEBT 3,374,055 1,218,925 2,155,130 3,056,384 962,121 2,094,263
Cash and cash equivalents(2) (1,578,659) (1,578,659) 0 (1,103,343) (1,103,343) 0
Deposit applied to repayment of debt 0 0 0 (49,000) 0 (49,000)
Asset derivatives(1) (808) (716) (92) (4,398) (263) (4,135)
NET FINANCIAL DEBT 1,794,588 (360,450) 2,155,038 1,899,643 (141,485) 2,041,128
(1) See section below “Net debt asset and liability derivatives”. (2) Cash and cash equivalents, see note 15.
MAIN CHARACTERISTICS OF THE ITEMS IN NET FINANCIAL DEBT
Liabilities at amortized cost
Other bond issues (in thousands of euros) At 12/31/2013 At 12/31/2012
Value 1,068,972 1,133,782
Issued by Bolloré
Balance at December 31, 2013: 554.2 million euros
Balance at December 31, 2012: 597.3 million euros
On October 23, 2012, Bolloré issued a bond at a par value of 170 million euros, due in 2019, with a yearly coupon of 4.32%. On May 24, 2011 Bolloré issued a bond at a par value of 350 million euros, due in 2016, with a yearly coupon of 5.375%. On December 22, 2006, Bolloré borrowed a total of 123 million US dollars divided into three tranches in the form of a private loan: • the fi rst tranche is at a variable rate (LIBOR +1%), for 50 million
US dollars repayable in 2013, issued at 98% of par value with a redemption premium of 1 million US dollars;
• the second tranche is 40 million dollars depreciable over 10 years at a fi xed rate of 6.32%;
• the third tranche is 33 million dollars depreciable over twelve years at a fi xed rate of 6.42%.
This loan was the object of a currency and interest rate swap, exchanging the original variable interest in dollars for a fi xed rate in euros; that is, 2.925% for the fi rst tranche, 3.26% for the second tranche and 4.19% for the fi nal tranche. The principal is repaid in US dollars based on a rate of 1 euro = 1.3192 US dollar.
Issued by Havas
Balance at December 31, 2013: 514.7 million euros
Balance at December 31, 2012: 536.4 million euros
On July 11, 2013, Havas issued a bond for 100 million euros, due in 2018, with a yearly coupon of 3.125%. On November 4, 2009, Havas issued a bond for 350 million euros, due in 2014, with a yearly coupon of 5.5%.
On February 8, 2008, Havas SA issued another loan reserved to Banque Fédérative du Crédit Mutuel, Natixis, Crédit Agricole CIB, BNP Paribas and Société Générale in the form of bonds with redeemable stock subscription and/or purchase warrants (OBSAARs) with a par value of 100 million euros, cancelling pre-emptive subscription rights given the initial public o! ering on the Euronext Paris market of redeemable warrants for subscription and/or purchase of stock (BSAARs) as of February 8, 2012. These banks underwrote the OBSAARs and sold all of the BSAARs to executives and corporate o$ cers of the Havas Group at 0.34 euro each, the exercise price being 3.85 euros. Exercise parity is one BSAAR for one new or existing Havas SA share; In December 2006, Havas SA issued a loan reserved to Banque Fédérative du Crédit Mutuel, Natixis and HSBC France in the form of bonds with redeemable stock subscription and/or purchase warrants (OBSAARs) with a par value of 270 million euros, cancelling pre-emptive subscription rights given the initial public o! ering on the Euronext Paris (Eurolist) market of redeemable warrants for subscription and/or purchase of stock (BSAARs) as of December 1, 2010. In early 2007, these banks that underwrote the OBSAAR sold the BSAARs to executives and corporate o$ cers of the Havas Group (see note 19 – Transactions in which payment is based on shares). At the same time, an interest rate swap was executed exchanging the original variable rate of the 3 month Euribor –0.02% for a fi xed rate of 3.803%. The last tranche was repaid on December 3, 2013.
Loans from banks (in thousands of euros) At 12/31/2013(1) At 12/31/2012(1)
Value 2,091,351 1,714,164
(1) Including 250 million euros at December 31, 2013 and 205 millions euros at December 31, 2012 under a revolving credit agreement initially maturing in 2014 but renewed and now maturing in 2017.
Including 184.6 million euros at December 31, 2013 and 211.4 million euros at December 31, 2012 under a receivables factoring program.
Including 136 million euros of commercial paper drawn on Bolloré as part of a 500 million euros (maximum) program (248 million euros at December 31, 2012) and 50 million euros of commercial paper drawn on Havas as part of a 300 million euros (maximum) program (90 million euros at December 31, 2012).
Including 200 million euros of fi nancing guaranteed by pledged Havas stock at December 31, 2013 and December 31, 2012.
Including 120 million euros of fi nancing guaranteed by pledged Vivendi stock (expiring in 2016) at December 31, 2013 and at December 31, 2012. Including 447.5 million euros of new fi nancing collateralized on Vivendi stock maturing in 2015. (See note 34 – O! -balance sheet contractual commitments).
170 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Other borrowings and similar debts (in thousands of euros) At 12/31/2013(1) At 12/31/2012(1)
Value 213,072 201,942
(1) At December 31, 2013, primarily includes bank overdrafts of 129.3 million euros, versus 115.8 million euros at December 31, 2012.
Net debt asset and liability derivatives
(in thousands of euros) At 12/31/2013 At 12/31/2012
Non-current asset derivatives(1) (92) (4,135)
Current asset derivatives (716) (263)
TOTAL (808) (4,398)
Current liability derivatives(1) 660 6,496
TOTAL 660 6,496
(1) Included under “Other fi nancial assets”, see note 9.
NATURE AND FAIR VALUE OF FINANCIAL DERIVATIVES
Nature of instrument Risk hedged Company Expiry
Total nominal amount
(in thousands of currency)
Fair value of instruments at
December 31, 2013 (in thousands of euros)
Fair value of instruments at
December 31, 2012 (in thousands of euros)
Interest rate swap agreement(1) Rate Bolloré 2014 145,000 (€) 716 1,430
Currency interest rate swap Currency and rate
Bolloré 2013/2016/ 2018 123,000 ($) 92 1,980
Interest rate swap agreement(2) Rate Havas 2013 90,000 (€) 0 (3,056)
Currency swaps(2) Currency Havas 2014 Multiple contracts (660) (2,423)
Other derivatives(3) 0 (29)
(1) Interest rate swap (structured interest/variable rate) considered as hedges. (2) Interest rate swap (variable rate/fi xed rate) used for cash fl ow hedging by Havas and foreign exchange derivatives generally considered as hedges. (3) Individually insignifi cant derivatives.
The income and expenditure posted in the income statement for the period for these fi nancial liabilities are shown in note 30 – Net fi nancial income.
By currency
At December 31, 2013 (in thousands of euros) Total
Euros and CFA francs US dollars Other currencies
Convertible bonds 0 0 0 0
Other bond issues 1,068,972 1,032,613 36,359 0
Total bond issues (a) 1,068,972 1,032,613 36,359 0
Loans from banks (b) 2,091,351 1,948,389 36,113 106,849
Other borrowings and similar debts (c) 213,072 164,890 13,227 34,955
SUB-TOTAL: LIABILITIES EXCLUDING DERIVATIVES (a + b + c) 3,373,395 3,145,892 85,699 141,804
At December 31, 2012 (in thousands of euros) Total
Euros and CFA francs US dollars Other currencies
Convertible bonds 0 0 0 0
Other bond issues 1,133,782 1,053,552 80,230 0
Total bond issues (a) 1,133,782 1,053,552 80,230 0
Loans from banks (b) 1,714,164 1,609,572 31,934 72,658
Other borrowings and similar debts (c) 201,942 148,853 17,163 35,926
SUB-TOTAL: LIABILITIES EXCLUDING DERIVATIVES (a + b + c) 3,049,888 2,811,977 129,327 108,584
171 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
By rate (amounts before hedging)
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Total Fixed rate Variable
rate Total Fixed rate Variable
rate
Convertible bonds 0 0 0 0 0 0
Other bond issues 1,068,972 1,004,226 64,746 1,133,782 912,334 221,448
Total bond issues (a) 1,068,972 1,004,226 64,746 1,133,782 912,334 221,448
Loans from banks (b) 2,091,351 878,975 1,212,376 1,714,164 345,007 1,369,157
Other borrowings and similar debts (c) 213,072 74,515 138,557 201,943 76,065 125,878
SUB-TOTAL: LIABILITIES EXCLUDING DERIVATIVES (a + b + c) 3,373,395 1,957,716 1,415,679 3,049,889 1,333,406 1,716,483
At December 31, 2013, Group share of gross fi xed-rate debt, after hedging, was 58.0%; At December 31, 2012, Group share of gross fi xed-rate debt, after hedging, was 47.8%, compared to 43.7% before hedging.
Schedule of non-discounted disbursements relating to gross indebtedness at the reporting date
The main assumptions made when drawing up this schedule were as follows: • credit lines confi rmed: the expired position is the position on closure of the 2013 accounts; the amount used at a subsequent date may be
substantially di! erent; • the maturity assumed for bilateral credit lines is the term of the contract and not that of the draw; these draws are renewed at the Group’s
discretion as a matter of cash arbitrage; • sums in other currencies are translated at the reporting date; • future interest at a variable rate is fi xed on the basis of the rate at the reporting date, unless a better estimate is provided.
(in thousands of euros) At 12/31/2013
From 0 to 3 months From 3 to 6 months From 6 to 12 months
Nominal Interest Nominal Interest Nominal Interest
Convertible bonds 0 0 0 0 0 0 0
Other bond issues 1,068,972 33,333 12,916 0 12,929 356,437 23,426
Loans from banks 2,091,351 29,451 11,054 5,523 10,872 622,832 20,868
Other borrowings and similar debts 213,072 395 1,276 384 1,267 169,910 2,511
Liability derivatives 660 0 0 0 0 660 0
GROSS FINANCIAL DEBT 3,374,055
(in thousands of euros) At 12/31/2013
From 1 to 5 years More than 5 years
Nominal Interest Nominal Interest
Convertible bonds 0 0 0 0 0
Other bond issues 1,068,972 509,325 72,849 169,877 6,429
Loans from banks 2,091,351 1,320,803 53,621 112,742 7,821
Other borrowings and similar debts 213,072 27,214 3,447 15,169 125
Liability derivatives 660 0 0 0 0
GROSS FINANCIAL DEBT 3,374,055
172 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 22 – OTHER NON-CURRENT LIABILITIES
(in thousands of euros) At 12/31/2012 Change in scope Net changes Foreign exchange
variations Other
transactions At 12/31/2013
Other non-current liabilities 126,010 24,597 (3,679) (5,150) 66,991 208,769
TOTAL 126,010 24,597 (3,679) (5,150) 66,991 208,769
This item mainly includes the share of commitments to purchase shares of consolidated subsidiaries exceeding one year in the amount of 85 million euros. The share of these commitments to purchase shares at less than one year amounted to 46 million euros as at December 31, 2013, and is shown in “Trade and other payables”. At December 31, 2013 it also included the fair value adjustment of liability derivatives for 78.1 million euros, associated with new fi nancings backed by Vivendi stock. In accordance with IAS 39, the Group isolated the component indexed to the price of the shares and designated the derivative as a fair value hedge of stocks. The impact of changes in fair value of hedged stocks and derivatives was recognized in net fi nancial income.
NOTE 23 – TRADE AND OTHER PAYABLES
(in thousands of euros) At 12/31/2012 Change in scope Net changes Foreign exchange
variations Other
transactions(1) At 12/31/2013
Due to suppliers 2,389,129 27,185 60,135 (89,791) (2,325) 2,384,333
Tax and social security contributions payable 364,271 3,937 (9,789) (5,149) 1,240 354,510
Due to customers 373,048 424 22,527 (8,665) 225 387,559
Current account overdrafts (due within one year) 33,129 4,793 (533) (1,133) (8,069) 28,187
Other operating payables 1,188,192 (4,883) (16,606) (27,365) 23,351 1,162,689
TOTAL 4,347,769 31,456 55,734 (132,103) 14,422 4,317,278
(1) Including reclassifi cation of liabilities held for disposal.
NOTE 24 – CURRENT TAX LIABILITIES
(in thousands of euros) At 12/31/2012 Change in scope Net changes Foreign exchange
variations Other
transactions At 12/31/2013
Current tax liabilities 423,687 1,189 92,640 (9,867) (3,188) 504,461
TOTAL 423,687 1,189 92,640 (9,867) (3,188) 504,461
NOTE 25 – OTHER CURRENT LIABILITIES
(in thousands of euros) At 12/31/2012 Change in scope Net changes Foreign exchange
variations Other
transactions At 12/31/2013
Unearned income 97,338 908 26,411 (1,893) (34,372) 88,392
Other current debts 0 0 (523) (20) 1,571 1,028
TOTAL 97,338 908 25,888 (1,913) (32,801) 89,420
173 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 26 – ASSETS AND LIABILITIES HELD FOR DISPOSAL
(in thousands of euros) 12/31/2013(2) 12/31/2012(1)
ASSETS HELD FOR DISPOSAL 44,710 216,786
Intangible assets 54
Property, plant and equipment 33,695
Other fi nancial assets 273 216,786
Inventories and work in progress 3,647
Trade and other receivables 6,235
Cash and cash equivalents 806
(in thousands of euros) 31/12/2013(2) 31/12/2012(1)
LIABILITIES HELD FOR DISPOSAL 8,097 0
Provisions for employee benefi ts 1,174
Other provisions 339
Deferred tax 1,000
Trade and other payables 2,625
Current tax 2,959
(1) Assets held for disposal at December 31, 2012, refers to Aegis stock not yet sold and which the Group had committed to sell to the Dentsu group. The remaining stake in the Aegis group was sold in April 2013 (see note 1–A – Signifi cant events).
(2) As at December 31, 2013, assets and liabilities held for disposal referred to SAFACAM’s assets and liabilities (see note 3 – Classifi cation of SAFACAM under “discontinued operations”).
INCOME STATEMENT OF DISCONTINUED OPERATIONS
(in thousands of euros) 2013 2012
Turnover 19,890 19,321
Net operating income 9,503 10,488
Net fi nancial income 230 393
Share in net income from non-operating companies accounted for by the equity method 0 0
Corporate income tax (4,722) (2,592)
Net income from discontinued operations after tax 5,011 8,289
Loss after tax due to fair value measurement of discontinued operations(1) 0 0
NET INCOME FROM DISCONTINUED OPERATIONS 5,011 8,289
(1) No impairment of discontinued activities was recognized based on the assumed sales price.
VARIATION IN NET CASH FROM DISCONTINUED OPERATIONS
(in thousands of euros) 2013 2012
Net income 5,011 8,289
Net cash from operating activities (a) 7,168 2,929
Net cash from investing activities (b) (4,161) (5,200)
Net cash from fi nancing activities (c) (7,780) (7,621)
NET INCREASE IN CASH AND CASH EQUIVALENTS (a + b + c) (4,773) (9,892)
Cash and cash equivalents at the beginning of the period 5,579 15,471
Cash and cash equivalents at the end of the period(1) 806 5,579
(1) Reclassifi ed assets related to “Assets held for disposal” at the end of the period.
174 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTES TO THE INCOME STATEMENT
NOTE 27 – INFORMATION ON THE OPERATING SEGMENTS
Under the provisions of IFRS 8 “Operating segments”, the operating segments used for segment disclosures are those used in internal Group reporting, as reviewed by senior management (the Group’s main operational decision maker), and refl ect the Group’s organi- zation which is based on business lines. Further to the takeover of Havas Group on September 1, 2012, the segment structure was reviewed and a communications segment defi ned. Apart from Havas, as well as press and telecoms business lines, it includes the television business line, until the latter was sold in September 2012. The Group has four segments: • Transportation and logistics includes services relating to the organi-
zation of sea and air transport networks, and logistics; • Oil logistics refers to the distribution and warehousing of oil
products in Europe; • Communications: includes consulting, studies, communications
strategies connected with advertising, media, digital content and telecoms;
• Electricity storage and solutions includes activities related to the production and sale of electric batteries and their applications: electric vehicles, supercapacitors, dedicated terminals and systems, plastic and metallic fi lms.
Holding companies not meeting the quantitative thresholds set by IFRS 8, and are shown in the “Other activities” column. Transactions between the various segments are carried out under market conditions. No single individual customer represents more than 10% of the Group’s turnover. The operating results for each segment are the main data used by senior management to assess the performance of the various segments and allocate resources to them. The accounting and valuation methods used in internal reporting are identical to those used to draw up the consolidated financial statements, with the exception of the allocation of trademark fees. Turnover and investment are also regularly monitored by senior management. Information on allocations to depreciation, amortization and provisions is provided to show the reader the main non-cash items of the segment’s operating income but is not included in internal reporting.
INFORMATION BY OPERATING SEGMENT
In 2013 (in thousands of euros)
Transportation and logistics Oil logistics Communications
Electricity storage and
solutions Other
activities Inter-segment
eliminations Consolidated
total
External turnover 5,469,317 3,287,659 1,843,331 222,688 25,494 0 10,848,489
Inter-segment turnover 4,758 1,432 14,517 2,554 49,656 (72,917) 0
TURNOVER 5,474,075 3,289,091 1,857,848 225,242 75,150 (72,917) 10,848,489
Depreciation, amortization and provision expense, net (142,988) (18,697) (66,944) (98,093) (24,133) 0 (350,855)
Net operating income by segment 541,469 38,709 194,252 (125,910) (42,862) 0 605,658
Tangible and intangible investments 237,505 13,238 80,208 113,327 127,693 0 571,971
Reconciliation with consolidated net operating income
– net operating income by segment 541,469 38,709 194,252 (125,910) (42,862) 0 605,658
– trademark income(1) (29,829) 0 0 0 29,829 0 0
– consolidated net operating income 511,640 38,709 194,252 (125,910) (13,033) 0 605,658
(1) Billings for the physical markings that identify the Group throughout the world.
175 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
In 2012 (in thousands of euros)
Transportation and logistics Oil logistics Communications
Electricity storage and
solutions Other
activities Inter-segment
eliminations Consolidated
total
External turnover 5,416,121 3,643,070 811,240 214,615 24,330 0 10,109,376
Inter-segment turnover 6,291 1,630 12,430 1,618 45,900 (67,869) 0
TURNOVER 5,422,412 3,644,700 823,670 216,233 70,230 (67,869) 10,109,376
Depreciation, amortization and provision expense, net (139,851) (13,809) (48,164) (132,951) (3,144) 0 (337,919)
Net operating income by segment 496,139 39,117 118,254 (168,341) (20,628) 0 464,541
Tangible and intangible investments 307,237 8,108 29,069 191,854 28,983 0 565,251
Reconciliation with consolidated net operating income
– net operating income by segment 496,139 39,117 118,254 (168,341) (20,628) 0 464,541
– trademark income(1) (25,697) 0 0 0 25,697 0 0
– consolidated net operating income 470,442 39,117 118,254 (168,341) 5,069 0 464,541
(1) Billings for the physical markings that identify the Group throughout the world.
INFORMATION BY GEOGRAPHICAL AREA
(in thousands of euros)
France and French overseas
departments and territories
Europe excluding
France Africa Americas Asia-Pacifi c Total
In 2013
Turnover 4,773,583 1,928,554 2,301,058 1,045,110 800,184 10,848,489
Intangible assets 648,779 20,280 328,597 11,240 1,603 1,010,499
Property, plant and equipment 730,428 69,214 655,875 106,362 46,736 1,608,615
Tangible and intangible investments 291,767 16,386 201,508 54,856 7,454 571,971
In 2012
Turnover 4,832,733 1,744,410 2,225,979 627,606 678,648 10,109,376
Intangible assets 651,779 23,239 256,190 15,014 2,034 948,256
Property, plant and equipment 626,583 68,487 685,594 78,076 51,879 1,510,619
Tangible and intangible investments 249,221 9,334 238,265 24,503 43,928 565,251
Turnover by geographical area show the distribution of products according to the country in which they are sold.
NOTE 28 – MAIN CHANGES AT CONSTANT SCOPE AND EXCHANGE RATES
The table below shows the impact of changes in the scope and exchange rate on the key fi gures, with the 2012 data being applied to the December 2013 scope of consolidation and exchange rate. Where reference has been made to data at constant scope and exchange rates, this means that the impact of changes in the exchange rate and changes in scope (acquisitions or sales of shareholding in a company, change in percentage of integration, change in consolidation method) has been restated.
(in thousands of euros) 2013 2012
Change in consolidation
scope(1)
Foreign exchange variations
December 2012 constant scope
and exchange rates
Turnover 10,848,489 10,109,376 1,057,894 (146,918) 11,020,352
Net operating income 605,658 464,541 60,489 (10,731) 514,299
(1) Changes in the scope of consolidation in terms of turnover and net operating income derive primarily from the shift from equity method to full consolidation for the Havas Group.
176 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 29 – NET OPERATING INCOME
The breakdown of operating income by type of income and expense is as follows:
(in thousands of euros) 2013 2012
Turnover(1) 10,848,489 10,109,376
– Sales of goods 3,432,811 3,769,371
– Provisions of services 7,282,295 6,234,758
– Income from associated activities 133,383 105,247
Goods and services bought in: (7,691,449) (7,876,948)
– Purchases and other external charges (7,356,904) (7,609,984)
– Lease payments and rental expenses (334,545) (266,964)
Sta! costs (2,262,198) (1,527,429)
Depreciation, amortization & provision expense (350,855) (337,919)
Other operating income (*) 181,845 188,809
Other operating expenses (*) (139,379) (164,010)
Share in net income from operating companies accounted for using the equity method 19,205 72,662
NET OPERATING INCOME 605,658 464,541
(1) Change in turnover is listed by operating segment in note 27– Information on the operating segments.
(*) DETAILS OF OTHER OPERATING INCOME AND EXPENSES
(in thousands of euros)
2013 2012
Total Operating
income Operating expenses Total
Operating income
Operating expenses
Capital gains (losses) on the disposal of non-current assets (458) 11,098 (11,556) 1,060 24,054 (22,994)
Foreign exchange gains and losses (3,269) 19,567 (22,836) (646) 48,964 (49,610)
Allocated profi ts and losses 1,385 24,904 (23,519) 1,149 31,460 (30,311)
Other(1) 44,808 126,276 (81,468) 23,236 84,331 (61,095)
OTHER OPERATING INCOME AND EXPENSES 42,466 181,845 (139,379) 24,799 188,809 (164,010)
(1) At December 31, 2013, 51.4 million euros in research tax credit and 9.1 million euros in tax credit for competitiveness and jobs, as well as miscellaneous operating income and expense primarily from the Havas Group. At December 31, 2012, 35.1 million euros in research tax credit and miscellaneous operating income and expense primarily from the Havas Group.
177 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 30 – NET FINANCIAL INCOME
(in thousands of euros) 2013 2012
Net fi nancing expenses (100,108) (81,030)
– Interest expense (120,923) (99,356)
– Income from fi nancial receivables 8,108 9,383
– Other income 12,707 8,943
Other fi nancial income (*) 366,782 738,474
Other fi nancial expenses (*) (236,840) (132,109)
NET FINANCIAL INCOME 29,834 525,335
(*) DETAILS OF OTHER FINANCIAL INCOME AND EXPENSES
(in thousands of euros)
2013 2012
Total Financial
income Financial expenses Total
Financial income
Financial expenses
Income from securities and short-term investments(1) 74,276 74,276 0 51,483 51,483 0
Capital gains on sales of securities and short-term investments(2) 107,881 216,076 (108,195) 385,034 387,711 (2,677)
E! ect of changes in scope of consolidation(3) (668) 560 (1,228) 184,418 254,927 (70,509)
Changes in fi nancial provisions(4) (5,905) 7,243 (13,148) (6,072) 7,123 (13,195)
Fair value adjustment of derivatives (6,253) 340 (6,593) 853 882 (29)
Other(5) (39,389) 68,287 (107,676) (9,351) 36,348 (45,699)
OTHER FINANCIAL INCOME AND EXPENSES 129,942 366,782 (236,840) 606,365 738,474 (132,109)
(1) Mainly Vivendi dividends in the amount of 66.3 million euros as at December 31, 2013, compared with 34.9 millions euros at December 31, 2012. (2) Mainly capital gain on the sale of Aegis stock for 109.3 million euros at December 31, 2013 and 387.4 million euros at December 31, 2012. (3) At December 31, 2012, mainly the capital gain on the disposal of the Canal+ television channels for 255.1 million euros, as well as the –65.3 million euro e! ect
of the change of the Havas Group from equity method to full consolidation. (4) Mainly includes the fi nancial portion for employee benefi ts in the amount of –6.5 million euros as at December 31, 2013, compared with –6.0 million euros at December 31, 2012. (5) Other fi nancial income and expenses particularly concern foreign exchange losses and gains on fi nancial items as well as the payment in 2013 of an amount
corresponding to a portion of the dividends received from Vivendi as part of the funding put in place.
NOTE 31 – CORPORATE INCOME TAX
INCOME TAX ANALYSIS
(in thousands of euros) 2013 2012
Current tax (169,733) (143,498)
Provision (expense)/reversal for taxes (4,550) (8,409)
Net change in deferred taxes 2,964 6,666
Other taxes (lump sum, adjustment, tax credits, carry back) (2,603) 825
Withholding taxes (20,730) (15,767)
Corporate added value contribution (16,568) (15,724)
TOTAL (211,220) (175,907)
178 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
EXPLANATION OF INCOME TAX EXPENSE
By convention, the Group decided to apply the ordinary rate applicable in France, i.e. 33.3%. The e! ect of additional tax contributions paid by the Group is described below in “Impact of tax rate di! erentials”. The di! erence between the theoretical and actual tax liability may be analyzed as follows:
(in thousands of euros) 2013 2012
Consolidated net income 449,824 812,656
Net income from discontinued operations (5,011) (8,289)
Net income from companies accounted for using the equity method (39,746) (63,060)
Tax expense (turnover) 211,220 175,907
Income before tax 616,287 917,214
Theoretical tax rate 33.33 33.33
THEORETICAL TAX INCOME (EXPENSE) (205,408) (305,707)
Reconciliation
Permanent di! erences(1) (30,940) (33,181)
E! ect of the sale of securities not taxed at the current rate(2) 15,949 116,674
Capitalization (impairment) of losses carried forward and impairment of deferred taxes (25,958) 22,555
Impact of tax rate di! erentials(3) 37,579 27,306
Other(4) (2,442) (3,554)
ACTUAL TAX INCOME (EXPENSE) (211,220) (175,907)
(1) In 2013 and 2012, mainly withholding taxes and portion of costs and expenses in relation to dividends. (2) Mainly concerns the impact of the disposal of the TV channels Direct 8 and Direct Star in 2012. (3) The change in impact of tax rate di! erentials between 2012 and 2013 is due to the increasing activities (primarily due to the consolidation of the Havas Group
on September 1, 2012, i.e. four months of activity) of companies for which local tax rates are lower than the applicable tax rate in France. (4) Mainly including an additional tax contribution in respect of the amounts distributed in 2013 and fi xed taxes, and tax adjustments in 2012.
DEFERRED TAX ASSETS AND LIABILITIES
Balance sheet position
(in thousands of euros) 2013 2012
Deferred tax assets 160,620 118,392
Deferred tax liabilities 207,821 189,615
DEFERRED TAX ASSETS (NET) (47,201) (71,223)
Origin of deferred tax assets and liabilities
(in thousands of euros) 2013 2012
Capitalization of tax losses carried forward(1) 98,402 59,757
Provisions for retirement and other employee benefi ts 58,491 58,186
Revaluation of non-current assets (154,106) (158,405)
Regulatory tax provisions (40,654) (37,596)
Other (9,334) 6,835
NET DEFERRED TAX ASSETS AND LIABILITIES(2) (47,201) (71,223)
(1) Including 92.8 million euros related to the Havas Group as at December 31, 2013 (53.2 million euros at December 31, 2012). The Havas Group analyzed the deferred tax assets according to the position of each subsidiary or tax group and the relevant tax regulations. A period of fi ve years was
generally retained to assess the likelihood that these deferred tax assets will be recovered. This recoverability analysis is based on the most recently available budget data restated for tax as determined by the Group Tax department. Each year, the provisions are reconciled with actuals. Adjustments are made when necessary. For the other companies or tax groups of the Bolloré Group which have recently recorded unused tax losses, the Group considers that there is no need to recognize a net deferred tax asset for the tax loss carryforward.
(2) Including –43.9 million euros related to the Havas Group as at December 31, 2013 and –46.6 million euros at December 31, 2012.
179 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Net change in position in 2013
(in thousands of euros) Deferred tax assets (net)
At December 31, 2012 (71,223)
Deferred tax recognized through P&L(1) 1,492
Deferred tax recognized directly in other comprehensive income(2) 18,459
Change in scope 1,082
Other(3) 2,989
AT DECEMBER 31, 2013 (47,201)
(1) Including –1.5 million euros in deferred tax recognized in P&L for discontinued operations. (2) Net changes primarily include the change in deferred taxes relating to the fair value of fi nancial instruments in the amount of 16.3 million euros and to actuarial losses
and gains related to employee benefi t obligations (for 2.1 million euros). (3) Mainly the e! ect of foreign exchange variations and reclassifi cation of deferred tax assets and liabilities related to discontinued operations.
Deferred tax assets (net) not recognized in respect of loss carryforwards or tax credits
(in thousands of euros) 2013 2012
Carryable losses(1) 640,792 665,265
Other 1,964 1,146
Total 642,756 666,411
(1) Including 342 million euros related to loss carryforwards as at December 31, 2013 (396.9 million euros at December 31, 2012).
180 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
OTHER INFORMATION
NOTE 32 – AVERAGE HEADCOUNT IN ONGOING ACTIVITIES
BREAKDOWN OF STAFF BY SEGMENT
2013 2012
Transportation and logistics 34,554 33,345
Oil logistics 1,258 1,215
Communications 16,235 16,102
Electricity storage and solutions 1,934 2,002
Other activities 273 250
TOTAL 54,254 52,914
NOTE 33 – RELATED PARTIES
COMPENSATION OF GOVERNING AND MANAGEMENT BODIES
(in thousands of euros) 2013 2012
Short-term benefi ts 5,293 3,274
Post-employment benefi ts 0 0
Long-term benefi ts 0 0
Severance payments 0 0
Payment in shares 562 293
Number of share options and free shares held by senior managers with respect to Bolloré(1) 16,274 11,774
Number of options on Havas stock and BSAARs(2) 220,558 2,603,529
(1) The Group granted free Bolloré SA shares to Group employees and o$ cers. This operation was carried out under the conditions set out by the Extraordinary General Meetings of June 10, 2010 and June 6, 2012. The terms of this plan were set at the Board Meetings of August 31, 2010, May 21, 2012 and October 10, 2012 (see note 19 – Transactions in which payment is based on shares).
The Group applied IFRS 2 “Share-based payment” to this free share allocation. On the grant day, December 8, 2010, the fair value of the options granted was calculated by an independent expert. This value represents the expense to be recorded over the vesting period.
The expense to be recorded over the period amounts to 562 thousands euros for senior managers in 2013. (2) Stock options and stock subscription warrants (BSAARs), granted to certain corporate o$ cers were allocated to them in relation to their duties as o$ cer of Havas SA.
The Group has no commitments towards its senior managers or senior managers regarding pensions or equivalent (post-employment) indemnities. The Group does not grant advance payments or credit to members of the Board of Directors.
181 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
RELATED-PARTY TRANSACTIONS
The consolidated fi nancial statements include transactions carried out by the Group in the normal course of business with non-consolidated companies that have a direct or indirect capital link to the Group.
(in thousands of euros) 2013 2012
Turnover
Non-consolidated entities in the Bolloré Group 15,610 28,212
Fully-consolidated entities(1) 2,377,790 1,884,895
Entities accounted for by the equity method(2) 46,909 25,856
Members of the Board of Directors 0 0
Goods and services bought in
Non-consolidated entities in the Bolloré Group (10,073) (30,247)
Fully-consolidated entities(1) (2,377,790) (1,884,895)
Entities accounted for by the equity method(2) (1,744) (184)
Members of the Board of Directors 0 0
Other fi nancial income and expenses
Non-consolidated entities in the Bolloré Group 11,272 7,242
Fully-consolidated entities(1) 405,905 339,191
Entities accounted for by the equity method(2) 34,456 59,393
Members of the Board of Directors 0 0
Receivables associated with business activity (outside tax consolidation)
Non-consolidated entities in the Bolloré Group 12,191 17,581
Fully-consolidated entities(1) 433,795 397,253
Entities accounted for by the equity method(2) 5,336 5,086
Members of the Board of Directors 0 0
Provisions for bad debts (14,581) (14,781)
Payables associated with business activity (outside tax consolidation)
Non-consolidated entities in the Bolloré Group 2,977 6,544
Fully-consolidated entities(1) 428,819 386,588
Entities accounted for by the equity method(2) 3,450 3,951
Members of the Board of Directors 0 0
Current accounts and cash management agreements – assets
Non-consolidated entities in the Bolloré Group 288,510 49,952
Fully-consolidated entities(1) 3,309,593 3,940,197
Entities accounted for by the equity method(2) 7,320 9,584
Members of the Board of Directors 0 0
Current accounts and cash management agreements – liabilities
Non-consolidated entities in the Bolloré Group 27,985 37,211
Fully-consolidated entities(1) 3,309,850 3,939,691
Entities accounted for by the equity method(2) 216 478
Members of the Board of Directors 0 0
(1) Corporate amounts. (2) Full amount before application of consolidation rates.
182 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 34 – OFF-BALANCE SHEET CONTRACTUAL COMMITMENTS
RENTAL AGREEMENTS
Lease agreements – lessee
Schedule of minimum payments due
At December 31, 2013 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Concessions(1)(2) (721,306) (37,562) (163,550) (520,194)
Minimum payments(3) (659,962) (207,769) (302,915) (149,278)
Income from subleasing 8,432 4,359 3,753 320
TOTAL (1,372,836) (240,972) (462,712) (669,152)
(1) See note 7 – Information on concessions. (2) Includes only the fi xed portion of fees. (3) Minimum payments refer the to rent to be paid over the term of the contract and leases.
At December 31, 2012 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Concessions(1)(2) (784,053) (38,118) (162,203) (583,732)
Minimum payments(3) (707,617) (232,946) (355,913) (118,758)
Income from subleasing 10,916 4,256 6,410 250
TOTAL (1,480,754) (266,808) (511,706) (702,240)
(1) See note 7 – Information on concessions. (2) Includes only the fi xed portion of fees. (3) Minimum payments refer the to rent to be paid over the term of the contract and leases.
Lease agreements – lessor
Breakdown of total gross investments in leases and the present discounted value of minimum payments due under the lease
At December 31, 2013 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Minimum payments 43,014 13,518 22,169 7,327
Contingent rent for period 0 0 0 0
TOTAL 43,014 13,518 22,169 7,327
At December 31, 2012 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Minimum payments 2,077 1,447 610 20
Contingent rent for period 0 0 0 0
TOTAL 2,077 1,447 610 20
183 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
COMMITMENTS GIVEN WITHIN THE FRAMEWORK OF OPERATIONAL ACTIVITIES
At December 31, 2013 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Customs bonds(1) 638,119 302,494 232,244 103,381
Other bonds, endorsements, guarantees and del credere granted(2) 287,200 128,711 46,047 112,442
Pledges and mortgages (*) 2,474 0 0 2,474
Firm investment commitments 34,164 11,127 11,347 11,690
Future investments in concessions 933,183 227,510 245,420 460,253
(1) Customs guarantees are granted to the customs authorities of certain countries in the normal course of business, chiefl y the transportation business, to enable deferred payment of outstanding customs dues recognized in these fi nancial statements.
(2) Including 63 million euros attributable to the Havas Group, of which 24 million euros concern guarantees given by Havas to certain countries in respect of its purchase of advertising space and 13.4 million euros to cover maximum pension fund insu$ ciencies in the United Kingdom.
(*) DETAILS OF PLEDGES, COLLATERAL SECURITY AND MORTGAGES
(in thousands of euros)
Availability date of the pledge
Expiry date of the pledge
Value of asset pledged
On intangible assets
On property, plant and equipment
Mortgage on Zambian properties 09/04/2003 Unlimited 2,474
Pledge of a store in Mozambique 10/04/1997 01/31/2014 0
At December 31, 2012 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Customs bonds(1) 658,635 207,749 227,622 223,264
Other bonds, endorsements, guarantees and del credere granted(2) 280,623 108,748 63,382 108,493
Pledges and mortgages(*) 2,753 0 0 2,753
Firm investment commitments 28,643 26,360 1,522 761
Future investments in concessions 945,843 170,568 419,870 355,405
(1) Customs guarantees are granted to the customs authorities of certain countries in the normal course of business, chiefl y the transportation business, to enable deferred payment of outstanding customs dues recognized in these fi nancial statements.
(2) Including 42 million euros attributable to the Havas Group, of which 26 million euros concern guarantees given by Havas to certain countries in respect of its purchase of advertising space and 14.7 million euros to cover maximum pension fund insu$ ciencies in the United Kingdom.
(*) DETAILS OF PLEDGES, COLLATERAL SECURITY AND MORTGAGES
(in thousands of euros)
Availability date of the pledge
Expiry date of the pledge
Value of asset pledged
On intangible assets
On property, plant and equipment
Mortgage on Zambian properties 09/04/2003 Unlimited 2,753
Pledge of a store in Mozambique 10/04/1997 01/31/2014 0
As at December 31, 2013, the Group’s main commitments relating to its interests in partnerships or associates concern commitments relating to concessions and are as follows:
(in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Concessions(1)(2) 225,298 10,181 41,323 173,794
Future investments in concessions 272,216 25,675 149,599 96,942
Other 1,708 0 1,708 0
TOTAL 499,222 35,856 192,630 270,736
(1) See note 7 – Information on concessions. (2) Includes only the fi xed portion of fees.
At December 31, 2012, commitments relating to concessions held by entities accounted for by the equity method were not signifi cant.
184 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
COMMITMENTS GIVEN WITHIN THE FRAMEWORK OF FINANCING ACTIVITIES
At December 31, 2013 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Financial guarantees and bonds(1) 241,618 149,994 20,870 70,754
Pledges, mortgages, assets and collateral given to guarantee a loan(*) 834,694 18,500 816,194 0
Other commitments given 40,384 3,643 11,660 25,081
(1) Bonds and fi nancial securities are issued by the Group’s main holding companies to guarantee repayment of the credit facilities (drawn and not drawn) of their subsidiaries arranged with credit institutions. The issued part of the corresponding liabilities is recognized in these fi nancial statements.
(*) DETAILS OF THE MAIN PLEDGES, COLLATERAL SECURITY AND MORTGAGES
Borrower Original nominal value
(in thousands of euros) Expiry Asset pledged
Camrail 6,500 09/30/2014 Rolling stock
36,651 07/01/2020 Rolling stock
12,000 09/05/2014 Camrail securities
12,000 03/05/2017 SCCF securitie Secaf securities
Financière de Sainte-Marine 200,000 01/15/2016 Havas securities(1)
Compagnie de Cornouaille 205,639 03/05/2015 Vivendi securities(2)
241,887 01/15/2015 Vivendi securities(2)
120,000 04/10/2016 Vivendi securities(3)
(1) Pledge of Havas stock. In November 2011, the Group set up fi nancing of 200 million euros due in 2016, guaranteed by a pledge of 90.7 million Havas shares. This operation may be unwound at any time at the sole discretion of the Group, which retains ownership of the shares and their associated voting rights throughout
the operation, as well as the fi nancial exposure to changes in the share price. Bolloré SA put up collateral security for this loan. (2) Pledge of Vivendi stock in 2013. During the fi rst half of 2013, La Compagnie de Cornouailles established fi nancing backed by a total of 28 million Vivendi shares in the amount of 447.5 million euros.
The fi nancing will be redeemed on maturity, during the fi rst half of 2015, either by payment in cash of the value of the securities as of that date or in exchange for the delivery of the said securities, at the Group’s request. This fi nancing is secured by the pledging of 28 million Vivendi securities. This operation may be unwound at any time at the discretion of the Group, which retains ownership of the shares and their associated voting rights throughout the operation.
(3) Pledge of Vivendi stock in 2012. In the second half of 2012, Bolloré Group arranged a 120 million euros fi nancing, secured by the pledging of 11 million Vivendi shares. This operation may be unwound at any time at the sole discretion of the Group, which retains ownership of the shares and their associated voting rights throughout
the operation.
At December 31, 2012 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Financial guarantees and bonds 277,305 168,167 26,829 82,309
Pledges, mortgages, assets and collateral given to guarantee a loan(*) 587,151 0 538,500 48,651
Other commitments given 54,294 14,158 40,136 0
Bonds and fi nancial securities are issued by the Group’s main holding companies to guarantee repayment of the credit facilities (drawn and not drawn) of their subsidiaries arranged with credit institutions. The issued part of the corresponding liabilities is recognized in these fi nancial statements.
185 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
(*) DETAILS OF THE MAIN PLEDGES, COLLATERAL SECURITY AND MORTGAGES
Borrower Original nominal value
(in thousands of euros) Expiry Asset pledged
Camrail 6,500 09/30/2014 Rolling stock
36,651 07/01/2020 Rolling stock
12,000 09/05/2014 Camrail securities
12,000 03/05/2015 SCCF securities Secaf securities
Financière de Sainte-Marine 200,000 01/15/2016 Havas securities(1)
Imperial Mediterranean Nord-Sumatra Investissements Société Industrielle et Financière de l’Artois 200,000 02/06/2015 Bolloré securities(2)
Compagnie de Cornouaille 120,000 04/10/2016 Vivendi securities(3)
(1) Pledge of Havas stock. In November 2011, the Group set up fi nancing of 200 million euros, due in 2016, guaranteed by a pledge of 90.7 million Havas shares. This operation may be unwound at any time at the sole discretion of the Group, which retains ownership of the shares and their associated voting rights throughout the operation, as well as the fi nancial exposure to changes in the share price. Bolloré SA put up collateral security for this loan.
(2) Pledge of Bolloré SA stock. During the second half of 2010, the Financière de l’Odet Group issued a debenture loan of 200 million euros. This loan, which was not included in the Bolloré Group’s consolidated fi nancial statements, was repaid during the fi rst half of 2013. This was combined with a pledge of 1.5 million Bolloré SA shares, held by Group companies, paid under normal market conditions. Throughout the operation, the Group retained full ownership of the shares and rights and associated interests.
(3) Pledge of Vivendi stock. In the second half of 2012, Bolloré Group arranged a 120 million euros fi nancing, secured by the pledging of 11 million Vivendi shares. This operation may be unwound at any time at the sole discretion of the Group, which retains ownership of the shares and their associated voting rights throughout the operation. An additional 5 million Vivendi shares were also pledged on December 31, 2012 in connection with the arrangement of a new fi nancing in 2013.
COMMITMENTS GIVEN WITHIN THE FRAMEWORK OF SHARE DEALINGS
At December 31, 2013 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Firm commitments to purchase securities(1)(2) 32,911 0 17,432 15,479
Guarantees and other commitments given 0 0 0 0
(1) Only commitments not entered in the fi nancial statements. (2) Relates to the share put options given to shareholders in non-consolidated Havas Group companies.
At December 31, 2012 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Firm commitments to purchase securities(1)(2) 28,607 0 21,012 7,595
Guarantees and other commitments given 0 0 0 0
(1) Only commitments not entered in the fi nancial statements. (2) Relates to the share put options given to shareholders in non-consolidated Havas Group companies.
COMMITMENTS RECEIVED
At December 31, 2013 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
For operational activities 55,893 18,866 36,201 826
For fi nancing 2,991 2,981 10 0
For share dealings 315 145 170 0
At December 31, 2012 (in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
For operational activities 39,485 20,353 15,621 3,511
For fi nancing 1,780 1,011 769 0
For share dealings 315 170 145 0
186 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 35 – FAIR VALUE OF FINANCIAL INSTRUMENTS
At December 31, 2013 (in thousands of euros)
Balance sheet value
Of which non-fi nancial
assets and liabilities
Of which non-fi nancial assets and liabilities
Total fi nancial assets and
liabilities
Fair value of fi nancial assets and
liabilities
Financial assets/ liabilities at fair
value through profi t and loss
Investments held to
maturity
Loans and receivables/ payables at
amortized cost
Financial assets held
for disposal
Non-current fi nancial assets 5,976,012 0 92 0 122,688 5,853,232 5,976,012 5,976,012
Other non-current assets 61,572 0 0 0 61,572 0 61,572 61,572
Current fi nancial assets 14,084 0 716 0 13,368 0 14,084 14,084
Trade and other receivables 3,885,613 0 0 0 3,885,613 0 3,885,613 3,885,613
Other current assets 64,518 64,518 0 0 0 0 0 0
Cash and cash equivalents 1,578,659 0 1,320,726 0 257,933 0 1,578,659 1,578,659
TOTAL ASSETS 11,580,458 64,518 1,321,534 0 4,341,174 5,853,232 11,515,940 11,515,940
Long-term fi nancial debt 2,155,130 0 0 0 2,155,130 0 2,155,130 2,166,105
Other non-current liabilities 208,769 0 78,124 0 130,645 0 208,769 208,769
Short-term fi nancial debt 1,218,925 0 660 0 1,218,265 0 1,218,925 1,225,144
Trade and other payables 4,317,278 0 0 0 4,317,278 0 4,317,278 4,317,278
Other current liabilities 89,420 89,420 0 0 0 0 0 0
TOTAL LIABILITIES 7,989,522 89,420 78,784 0 7,821,318 0 7,900,102 7,917,296
At December 31, 2012 (in thousands of euros)
Balance sheet value
Of which non-fi nancial
assets and liabilities
Of which non-fi nancial assets and liabilities
Total fi nancial assets and
liabilities
Fair value of fi nancial assets and
liabilities
Financial assets/ liabilities at fair value through profi t and loss
Investments held to
maturity
Loans and receivables/ payables at
amortized cost
Financial assets held for disposal
Non-current fi nancial assets 4,111,061 0 4,135 0 153,944 3,952,982 4,111,061 4,111,061
Other non-current assets 72 0 0 0 72 0 72 72
Current fi nancial assets 11,577 0 263 0 11,314 0 11,577 11,577
Trade and other receivables 3,982,107 0 1,051 0 3,981,056 0 3,982,107 3,982,107
Other current assets 54,090 54,090 0 0 0 0 0 0
Cash and cash equivalents 1,103,343 0 1,089,410 0 13,933 0 1,103,343 1,103,343
TOTAL ASSETS 9,262,250 54,090 1,094,859 0 4,160,319 3,952,982 9,208,160 9,208,160
Long-term fi nancial debt 2,094,262 0 0 0 2,094,262 0 2,094,262 2,095,545
Other non-current liabilities 126,010 0 0 0 126,010 0 126,010 126,010
Short-term fi nancial debt 962,122 0 6,496 0 955,626 0 962,122 964,591
Trade and other payables 4,347,769 0 0 0 4,347,769 0 4,347,769 4,347,769
Other current liabilities 97,338 97,338 0 0 0 0 0 0
TOTAL LIABILITIES 7,627,501 97,338 6,496 0 7,523,667 0 7,530,163 7,533,915
187 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
(in thousands of euros)
At 12/31/2013 At 12/31/2012
Total Of which
level 1 Of which
level 2 Of which
level 3 Total Of which
level 1 Of which
level 2 Of which
level 3
Assets available for sale(1) 5,853,232 3,407,073 2,366,324 0 3,952,982 2,412,212 1,484,711 0
Derivative fi nancial instruments 808 0 808 0 5,449 0 5,449 0
Financial assets 5,854,040 3,407,073 2,367,132 0 3,958,431 2,412,212 1,490,160 0
Cash and cash equivalents 1,320,726 1,320,726 0 0 1,089,410 1,089,410 0 0
Financial liabilities valued at fair value through profi t and loss 0 0 0 0 0 0 0 0
Derivative fi nancial instruments 78,784 0 78,784 0 6,496 0 6,496 0
Financial liabilities valued at fair value through profi t and loss 78,784 0 78,784 0 6,496 0 6,496 0
(1) Including 79.8 million euros at December 31, 2013 and 56.1 million euros at December 31, 2012 concerning securities recorded at their purchase price in the absence of the possibility of determining fair value in a reliable manner.
The Group’s listed securities are classified at fair value level 1, securities in holding companies assessed transparently are classifi ed at fair value level 2 (see note 9 – Other fi nancial assets). No class transfer took place during the fi nancial year. The above table presents the method for valuing fi nancial instruments at fair value (Financial assets/liabilities at fair value through profi t and loss and Financial assets available for sale) required by IFRS 7 using the following three levels: • level 1: estimated fair value based on prices quoted on the asset
markets for identical assets or liabilities; • level 2: fair value estimated by reference to the quoted prices
mentioned for level 1 that are observable for the asset or liability in question, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
• level 3: fair value estimated based on valuation techniques using inputs relating to the asset or liability which are not based on directly observable market data.
NOTE 36 – INFORMATION ON RISK
This note is to be read in addition to the information provided in the Chairman’s report on internal audit included in the notes to this document. The Group’s approach and the procedures put in place are also described in the Chairman’s report. The Group identifi es three categories of risk: • main risks concerning the Group: risks that could impact the Group
as a whole; • risks specifi c to activities: risks that could impact a given business
line or geographical area without threatening the fi nancial structure of the Group as a whole;
• legal risks. Business-specifi c risks are detailed in chapter 4 – Risk factors of the registration document. Particular legal risks are detailed in chapter 4 – Risk factors of the registration document.
MAIN RISKS CONCERNING THE GROUP
Risk associated with listed shares
The Bolloré Group, which holds an equities portfolio valued at 5,853.2 million euros at December 31, 2013, is exposed to price fl uctuations on securities exchanges.
The Group’s equity investments in non-consolidated companies are measured at fair value at the end of the accounting period in accordance with IAS 39 “Financial instruments” and are classifi ed as fi nancial assets available for sale (see note 1–B – Accounting principles and valuation methods). As far as shares in listed companies are concerned, this fair value is the closing stock market value. As of December 31, 2013, temporary revaluation of assets available for sale on the consolidated balance sheet determined on the basis of stock exchange prices amounted to 4,034 million euros before tax, with an o! setting entry in consolidated shareholders’ equity. As of December 31, 2013, a 1% change in the stock exchange price would have an impact of 49.9 million euros on assets available for sale after hedging and an impact of 49.5 million euros on consolidated shareholders’ equity, including 21.3 million euros relating to revaluation by transparency of the intermediary holding companies with controlling interests. These unlisted securities, either directly or indirectly owned by Omnium Bolloré, Financière V and Sofi bol, whose value is dependent on the valuation of Bolloré and Financière de l’Odet securities, are also impacted by fl uctuations in stock exchange prices (see note 9 – Other fi nancial assets). At December 31, 2013, the remeasured value of these equities was 2,366.3 million euros, for a gross value of 183.9 million euros. The shares of these unlisted companies are not very liquid.
Liquidity risk
The Group’s liquidity risk stems from obligations to repay its debt and from the need for future financing in connection with the development of its various lines of business. To deal with liquidity risk, the Group’s strategy has been to maintain a level of unused credit lines that will allow it to deal at any point with cash requirements. Lines of credit confi rmed, but unused, at December 31, 2013, totaled 1,628 million euros, including Havas Group for 513 million euros. Additionally, the Group strives to diversify its sources of fi nancing by using the bond market, the banking market and such organizations as the European Investment Bank. Finally, the portion of debt subject to loan covenants is limited. For this portion of the debt, the Group ensures that the covenants are met and in keeping with the way the Group is managed. The Group meets its commitments at each year end. The current portion of loans used as at December 31, 2013, includes a 186 million euro drawdown of commercial paper (of which 50 million euros is for the Havas Group) under a program of up to 800 million euros (including 300 million euros for the Havas Group), and 184.6 million euros of receivables factoring.
188 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
The balance of lines of credit, drawn and not undrawn, is repayable as follows:
Year 2014 17%
Year 2015 19%
Year 2016 27%
Year 2017 24%
Year 2018 7%
Beyond 2018 6%
Interest rate risk
Despite a limited amount of indebtedness, the Group is exposed to changes over time in interest rates in the eurozone, primarily on the portion of debt which is at variable rates, as well as to changes in the lending margins of credit institutions. To deal with this risk, senior management decides whether to set up interest rate hedges. Firm hedging (rate swap, FRA) may be used to manage the interest rate risk on the Group’s debt. Note 21 – Financial debt, describes the various derivative instruments for hedging the Group’s interest rate risk. At December 31, 2013, taking hedges into account, the fi xed rate for net fi nancial indebtedness amounted to 82% of the total. If rates rise by +1% across the board, the annual impact on fi nancial charges would be –3 million euros after hedging of the debt bearing interest. Cash surpluses are placed in risk-free monetary products.
NOTE 37 – LIST OF COMPANIES WITH FINANCIAL YEARS NOT ENDING ON DECEMBER 31
Year end
Mediobanca June 30
NOTE 38 – EVENTS AFTER THE YEAR END
None.
NOTE 39 – IFRS CONSOLIDATED FINANCIAL STATEMENTS FOR THE OMNIUM BOLLORÉ GROUP
Some of the companies included in the scope of consolidation of Financière de l’Odet and of Bolloré hold shares in Omnium Bolloré or its subsidiaries (see the Group’s detailed organization chart). At the request of the AMF, the consolidated fi nancial statements of Omnium Bolloré, the unlisted holding company that heads the entire Group, are provided below (cross-shareholdings of companies within the scope of consolidation have been eliminated). Omnium Bolloré does not prepare consolidated fi nancial statements, and only a balance sheet, an income statement, a cash-fl ow statement as well as a statement of changes in shareholders’ equity and a statement of comprehensive income have been prepared.
189 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CONSOLIDATED BALANCE SHEET FOR THE OMNIUM BOLLORÉ GROUP
(in thousands of euros) At 12/31/2013 At 12/31/2012(1)
ASSETS
Goodwill 2,696,596 2,672,482
Intangible assets 1,010,498 948,256
Property, plant and equipment 1,608,614 1,510,619
Investments in equity a$ liates 654,869 654,154
Other fi nancial assets 1,684,959 1,675,090
Deferred tax 160,890 118,819
Other assets 61,572 72
Non-current assets 7,877,998 7,579,492
Inventories and work in progress 349,094 288,235
Trade and other receivables 3,885,597 3,982,023
Current tax 336,061 232,691
Other fi nancial assets 14,084 11,587
Other assets 64,600 54,170
Cash and cash equivalents 1,320,730 1,089,413
Assets held for disposal 44,710 216,786
Current assets 6,014,876 5,874,905
TOTAL ASSETS 13,892,874 13,454,397
LIABILITIES
Share capital 34,853 34,853
Share issue premiums 6,790 6,790
Consolidated reserves 350,831 322,992
Shareholders’ equity, Group’s share 392,474 364,635
Non controlling interests 4,051,151 3,723,473
Shareholders’ equity 4,443,625 4,088,108
Long-term fi nancial debt 2,255,183 2,599,853
Provisions for employee benefi ts 206,143 197,705
Other provisions 191,449 182,392
Deferred tax 207,853 189,613
Other liabilities 208,769 126,010
Non-current liabilities 3,069,397 3,295,573
Short-term fi nancial debt 1,382,650 1,125,916
Provisions 77,438 75,715
Trade and other payables 4,317,747 4,348,055
Current tax 504,500 423,692
Other liabilities 89,420 97,338
Liabilities held for disposal 8,097 0
Current liabilities 6,379,852 6,070,716
TOTAL LIABILITIES 13,892,874 13,454,397
(1) Restated further to changes in method introduced by IAS 19 and the early application of IFRS 10, 11 and 12.
190 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CONSOLIDATED INCOME STATEMENT FOR THE OMNIUM BOLLORÉ GROUP
(in thousands of euros) 2013 2012(1)
Turnover 10,848,061 10,107,773
Goods and services bought in (7,693,389) (7,877,994)
Sta! costs (2,262,198) (1,527,429)
Amortization and provisions (352,455) (337,919)
Other operating expenses (139,379) (164,010)
Other operating income 181,852 188,809
Share in net income from operating companies accounted for using the equity method 19,205 72,661
Net operating income 601,697 461,891
Net fi nancing expenses (105,466) (92,405)
Other fi nancial expenses (237,003) (131,497)
Other fi nancial income 364,237 736,854
Net fi nancial income 21,768 512,952
Share in net income of non-operating companies accounted for by the equity method 20,540 (1,248)
Corporate income tax (211,593) (176,128)
Net income from ongoing activities 432,412 797,467
Net income from discontinued operations 5,011 8,289
CONSOLIDATED NET INCOME 437,423 805,756
Consolidated net income, Group’s share 34,503 90,434
Non-controlling interests 402,920 715,322
(1) Restated further to changes in method introduced by IAS 19, the early application of IFRS 10, 11 and 12, and the application of IFRS 5.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE OMNIUM BOLLORÉ GROUP
(in thousands of euros) 2013 2012
Consolidated net income for the period 437,423 805,756
Translation adjustment of controlled entities (40,652) (10,373)
Change in fair value of fi nancial instruments of controlled entities (1,544) 104,337
Other changes in comprehensive income (9,597) 52,149
Total changes in items that will not be recycled subsequently through profi t or loss (51,793) 146,113
Actuarial gains and losses recognized in other comprehensive income (1,527) (24,061)
Total changes in items that will not be recycled subsequently through profi t or loss (1,527) (24,061)
COMPREHENSIVE INCOME 384,103 927,808
of which:
– Group’s share 28,032 107,812
– Non-controlling interests 356,071 819,996
of which taxes:
– on fair value of fi nancial instruments 16,323 (23,349)
– on actuarial gains and losses 1,623 6,993
191 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CHANGES IN CONSOLIDATED CASH FLOWS
(in thousands of euros) 2013 2012
Cash fl ows from operating activities
Net income from ongoing activities, Group’s share 34,075 89,700
Non-controlling interests’ share in ongoing activities 398,337 707,766
Consolidated net income 432,412 797,466
Non-cash income and expenses from ongoing activities
– elimination of impairment, amortization and provisions 353,079 324,916
– elimination of change in deferred taxes (2,790) (6,593)
– other income/expenses not a! ecting cash fl ow or not related to operating activities (23,430) (1,495)
– elimination of capital gains or losses upon disposals (104,981) (632,730)
Other adjustments:
– net fi nancing expenses 105,466 92,405
– income from dividends received (72,297) (50,078)
– tax charge on companies 209,832 174,313
Dividends received
– dividends received from associates 37,033 63,821
– dividends received from non-consolidated companies and discontinued activities 75,960 55,008
Income tax on companies paid up (201,670) (160,116)
Impact of the change in working capital requirement: (118,409) 170,572
– of which inventories and work in progress (66,802) (3,242)
– of which payables 139,704 203,708
– of which receivables (191,311) (29,894)
Net cash from ongoing operating activities 690,205 827,489
Cash fl ows from investing activities
Disbursements related to acquisitions
– property, plant and equipment (381,602) (424,648)
– intangible assets (69,138) (59,652)
– assets arising from concessions (83,081) (85,107)
– securities and other non-current fi nancial assets (79,461) (543,565)
Income from disposal of assets
– property, plant and equipment 11,838 22,485
– intangible assets 553 130
– securities 266,549 705,663
– other non-current fi nancial assets 11,825 17,315
E! ect of changes in scope of consolidation on cash fl ow (53,097) 350,423
Net cash from ongoing investing activities (375,614) (16,956)
Cash fl ows from fi nancing activities
Disbursements
– dividends paid to parent company shareholders (46) (47)
– dividends paid to minority shareholders net of distribution tax (116,046) (78,257)
– fi nancial debt repaid (830,125) (977,958)
– acquisition of minority interests and treasury shares (65,415) (455,962)
Receipts
– capital increase 100,691 99,829
– investment subsidies 7,724 30,088
– increase in fi nancial debt 903,357 969,280
– disposal to non-controlling interests and disposals of treasury stock 29,926 295,864
Net interest paid (97,467) (99,842)
Net cash from ongoing fi nancing activities (67,401) (217,005)
E! ect of exchange rate fl uctuations (29,469) (14,815)
Impact of reclassifi cation of abandoned activities (5,579) (9,892)
Other 3,834 42
NET INCREASE IN CASH AND CASH EQUIVALENTS 215,976 568,863
Cash and cash equivalents at the beginning of the period 956,677 387,814
Cash and cash equivalents at the end of the period 1,172,653 956,677
192 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY FOR THE OMNIUM BOLLORÉ GROUP
(in thousands of euros)
Number of shares
Share capital
Share issue
premiums Treasury
shares
IAS 39 fair
value Translation adjustment
Actuarial (losses)
and gains Reserves
Shareholders’ equity,
Group’s share
Non- controlling
interests Total
Shareholders’ equity at December 31, 2011 1,165,450 34,853 6,790 (2,296) 11,087 (1,897) (908) 198,407 246,036 2,045,776 2,291,812
Transactions with shareholders (220) 1,034 (1,643) (22) 11,638 10,787 857,701 868,488
Dividends distributed (47) (47) (67,209) (67,256)
Shares in the consolidating company (change) (220) 232 12 (12) 0
Change in scope 1,034 (1,598) (220) 9,166 8,382 923,069 931,451
Other changes (45) 198 2,287 2,440 1,853 4,293
Comprehensive income items 21,387 (1,219) (2,783) 90,427 107,812 819,996 927,808
Net income for the period 90,434 90,434 715,322 805,756
Other comprehensive income items
– Translation adjustment of controlled entities (1,135) (1,135) (9,238) (10,373)
– Change in fair value of fi nancial instruments of controlled entities 14,313 14,313 90,024 104,337
– Other changes in comprehensive income 7,074 (84) 6,990 45,159 52,149
Changes in items that will not be recycled through profi t or loss
– Actuarial (losses) and gains (2,783) (7) (2,790) (21,271) (24,061)
Shareholders’ equity at December 31, 2012 1,165,450 34,853 6,790 (2,516) 33,508 (4,759) (3,713) 300,472 364,635 3,723,473 4,088,108
Transactions with shareholders (26) 64 (1,562) 163 1,168 (193) (28,393) (28,586)
Dividends distributed (46) (46) (119,120) (119,166)
Shares in the consolidating company (change) (26) 25 (1) 1 0
Change in scope 64 (366) (9) 378 67 92,084 92,151
Other changes (1,196) 172 811 (213) (1,358) (1,571)
Comprehensive income items 2,414 (8,781) (104) 34,503 28,032 356,071 384,103
Net income for the period 34,503 34,503 402,920 437,423
Other comprehensive income items
– Translation adjustment of controlled entities (4,492) (4,492) (36,160) (40,652)
– Change in fair value of fi nancial instruments of controlled entities (658) (658) (886) (1,544)
– Other changes in comprehensive income 3,072 (4,289) (1,217) (8,380) (9,597)
Changes in items that will not be recycled through profi t or loss
– Actuarial (losses) and gains (104) (104) (1,423) (1,527)
SHAREHOLDERS’ EQUITY AT DECEMBER 31, 2013 1,165,450 34,853 6,790 (2,542) 35,986 (15,102) (3,654) 336,143 392,474 4,051,151 4,443,625
193 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 40 – INDEPENDENT AUDITORS’ FEES
FEES PER NETWORK
At December 31, 2013 (in thousands of euros)
Total 2013
Total 2012
Constantin AEG Finances
Amount (before tax) % Amount (before tax) %
2013 2012 2013 2012 2013 2012 2013 2012
Audit
Statutory Auditors
– Bolloré SA 647 660 332 330 4 8 315 330 25 47
– Subsidiaries 8,138 4,765 7,377 4,403 90 89 761 362 61 51
Other statutory and associated duties
– Bolloré SA 276 23 254 17 3 0 22 6 2 1
– Subsidiaries 260 0 218 0 3 0 42 0 3 0
Sub-total 9,139 5,448 7,999 4,750 100 96 1,140 698 92 99
Other services
Legal, fi scal, corporate 0 0 0 0 0 0 0 0 0 0
Other 100 192 0 182 0 4 100 10 8 1
Sub-total 252 192 152 182 0 4 100 10 8 1
TOTAL FEES 9,391 5,640 8,151 4,932 100 100 1,240 708 100 100
194 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 41 – LIST OF CONSOLIDATED COMPANIES
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
I. Fully consolidated
Abidjan Terminal Abidjan 55.18 55.10 Rep. of Côte d’Ivoire
African Investment Company Luxembourg 93.48 93.23 Grand Duchy of
Luxembourg
Agence Maritime Rochelaise Alliance Rochefort 99.56 65.52 541 780 193
Alcafi Rotterdam 99.56 99.42 Netherlands
Alraine Shipping Lagos 99.56 99.42 Nigeria
Amatransit NC (formerly Amatrans Nouméa) Nouméa 99.56 99.21 New Caledonia
Ami Tanzanie Dar es-Salaam 99.56 99.42 Tanzania
Amifi n Holding Geneva 99.56 99.42 Switzerland
Antrak Ghana Ltd (formerly Ro Ro Services (Ghana) Ltd) Accra 99.56 99.42 Ghana
Antrak Group (Ghana) Ltd Accra 99.56 99.42 Ghana
Antrak Logistics Pty Ltd (formerly Antrak Paccon Logistics Pty Aus) Perth 99.56 99.42 Australia
Ateliers et Chantiers de Côte d’Ivoire Abidjan 99.56 99.42 Rep. of Côte d’Ivoire
Atlantique Containers Réparations (Acor) Montoir-de-Bretagne 52.25 52.16 420 488 355
Automatic Control Systems Inc. New York 94.44 92.65 United States
Automatic Systems America Inc. Montreal 94.44 92.65 Canada
Automatic Systems Belgium SA Wavre 94.44 92.65 Belgium
Automatic Systems Equipment Ltd Birmingham 94.44 92.65 United Kingdom
Automatic Systems Española SA Barcelona 94.44 92.65 Spain
Automatic Systems France(3) Rungis 94.44 92.65 304 395 973
Automatic Systems Suzhou Entrance Control Co Ltd Taicang 94.44 NC People’s Rep. of China
Barrière Contrôle d’Accès(3) Paris 94.44 92.65 420 248 031
Bénin Terminal Cotonou 90.75 90.62 Benin
Bernard Group Hainault-Ilford NC 99.39 United Kingdom
Blue Solutions (formerly Batscap) Odet 70.89 79.53 421 090 051
Blue Solutions Canada (formerly Bathium Canada Inc.) Boucherville-Quebec 70.89 79.53 Canada
Blueboat Odet 99.56 NC 428 825 888
Bluebus (formerly Gruau Microbus)(1) Saint-Berthevin 99.56 99.42 501 161 798
Bluecar® (formerly Véhicules Électriques Pininfarina-Bolloré)(1) Puteaux 99.56 99.42 502 466 931
Bluecar® Italy Milan 99.56 NC Italy
Bluecarsharing (formerly IER Systems)(1) Vaucresson 99.56 98.42 528 872 625
Bluecub(1) Vaucresson 99.56 NC 538 446 543
BlueElec Vaucresson 99.56 NC 519 136 816
Bluely(1) Vaucresson 94.58 NC 538 446 451
Bluepointlondon Ltd London 94.44 NC United Kingdom
Bluestorage(1) Odet 99.56 NC 443 918 818
Bluetram Puteaux 99.56 NC 519 139 273
Bolloré (formerly Bolloré Investissements)(1) Odet 99.56 99.42 055 804 124
Bolloré Africa Logistics(1) Puteaux 99.56 99.42 519 127 559
Bolloré Africa Logistics Angola Limitada Luanda 99.56 99.42 Angola
195 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
Bolloré Africa Logistics Bénin Cotonou 92.69 92.56 Benin
Bolloré Africa Logistics Burkina Faso Ouagadougou 88.23 88.10 Burkina Faso
Bolloré Africa Logistics Burundi SA Bujumbura 98.52 98.37 Burundi
Bolloré Africa Logistics Cameroun Douala 94.00 93.86 Cameroon
Bolloré Africa Logistics Centrafrique Bangui 99.56 99.41 Central African Republic
Bolloré Africa Logistics China Beijing 99.56 NC People’s Rep. of China
Bolloré Africa Logistics Congo Pointe-Noire 99.56 99.41 Congo
Bolloré Africa Logistics Côte d’Ivoire Abidjan 84.36 84.23 Rep. of Côte d’Ivoire
Bolloré Africa Logistics Djibouti Ltd Djibouti 69.69 69.59 Djibouti
Bolloré Africa Logistics Gabon Libreville 96.21 96.07 Gabon
Bolloré Africa Logistics Gambia Ltd Banjul 99.54 99.42 Gambia
Bolloré Africa Logistics Ghana Ltd Téma 99.56 99.42 Ghana
Bolloré Africa Logistics Guinée Conakry 96.11 95.97 Guinea
Bolloré Africa Logistics India Delhi 59.74 NC India
Bolloré Africa Logistics Kenya Ltd Nairobi 99.56 99.42 Kenya
Bolloré Africa Logistics Madagascar Toamasina 99.56 99.42 Madagascar
Bolloré Africa Logistics Malawi Ltd (formerly SDV Malawi) Blantyre 99.56 99.42 Malawi
Bolloré Africa Logistics Mali Bamako 98.98 98.81 Mali
Bolloré Africa Logistics Mozambique Beira 99.06 98.92 Mozambique
Bolloré Africa Logistics Namibia Windhoek 99.52 99.38 Namibia
Bolloré Africa Logistics Niger Niamey 95.76 95.62 Niger
Bolloré Africa Logistics Nigeria Lagos 99.56 99.42 Nigeria
Bolloré Africa Logistics RDC Kinshasa 99.56 99.38 Democratic Rep. of the
Congo
Bolloré Africa Logistics Rwanda Ltd Kigali 99.52 99.38 Rwanda
Bolloré Africa Logistics Sénégal Dakar 83.86 83.74 Senegal
Bolloré Africa Logistics (SL) Ltd Freetown 99.51 99.37 Sierra Leone
Bolloré Africa Logistics South Africa Johannesburg 99.56 99.41 South Africa
Bolloré Africa Logistics South Sudan Ltd Juba 89.60 89.48 Southern Sudan
Bolloré Africa Logistics Spain(1) Valencia 99.56 99.42 Spain
Bolloré Africa Logistics (Sudan) Co. Ltd (formerly SDV Transintra Soudan) Khartoum 49.78 49.71 Sudan
Bolloré Africa Logistics Tanzania Ltd Dar es-Salaam 99.56 99.42 Tanzania
Bolloré Africa Logistics Tchad N’Djamena 84.76 84.63 Chad
Bolloré Africa Logistics Togo Lomé 99.56 99.40 Togo
Bolloré Africa Logistics Uganda Ltd Kampala 99.56 99.42 Uganda
Bolloré Africa Logistics Zambia Lusaka 99.56 99.42 Zambia
Bolloré Énergie (formerly SCE)(1) Odet 99.55 99.41 601251614
Bolloré Inc. (formerly Bolmet Inc.) Dayville 99.56 99.42 United States
Bolloré Logistics (formerly SDV DAT Gie) Puteaux 99.56 99.39 389877523
Bolloré Média Digital(1) Puteaux 99.56 99.42 485374128
Bolloré Média Régie(1) Puteaux 99.56 99.42 538601105
Bolloré Telecom Puteaux 89.08 88.96 487529232
BP-SDV Pte Ltd Singapore 99.56 99.39 Singapore
Burkina Logistics and Mining Services Ouagadougou 95.15 95.02 Burkina Faso
196 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
Calpam Mineralöl GmbH Ascha! enburg Ascha! enburg 99.56 99.42 Germany
Camrail Douala 76.32 76.21 Cameroon
Caraïbes Transport Logistique (CTL) Baie-Mahault/Guadeloupe 99.56 NC 389 202 144
Carena Abidjan 49.78 49.71 Rep. of Côte d’Ivoire
Cherbourg Maritime Voyages(1) Tourlaville 99.56 99.39 408306975
CICA Neuchâtel 99.56 99.42 Switzerland
CIPCH BV Rotterdam 99.56 99.42 Netherlands
Cogema (1) Dunkirk 99.56 99.37 076 650 019
Compagnie de Cornouaille(1) Odet 99.56 99.42 443 827 134
Compagnie de la Pointe d’Arradon(1) Odet 94.70 94.57 519 116 552
Compagnie de Pleuven Puteaux 97.34 95.79 487 529 828
Compagnie de Plomeur(1) Puteaux 98.56 NC 538 419 805
Compagnie des Glénans(1) Odet 99.56 99.42 352 778 187
Compagnie des Tramways de Rouen Puteaux 88.62 86.63 570 504 472
Compagnie du Cambodge Puteaux 97.22 94.76 552 073 785
Compagnie Saint-Corentin(1) Puteaux 99.56 99.39 443 827 316
Compagnie Saint-Gabriel(1) Odet 99.55 99.41 398 954 503
Comptoir Général Maritime Sétois(1) Sète 99.56 99.39 642 680 060
Conakry Terminal (formerly Saga Guinée) Conakry 99.56 99.42 Guinea
Congo Terminal Pointe-Noire 55.08 55.00 Democratic Rep.
of the Congo
Congo Terminal Holding Puteaux 44.80 44.74 512 285 404
Cormoran Participations SA Luxembourg NC 93.69 Grand Duchy
of Luxembourg
Cross Marine Services Ltd Lagos 99.56 99.42 Nigeria
CSA(1) Puteaux 99.56 99.42 308 293 430
CSA TMO Holding(1) Puteaux 99.56 99.42 410 163 554
CSI(1) Nice 99.55 99.40 410 769 996
CSTO(1) Puteaux 99.56 99.42 320 495 732
Delmas Petroleum Services Port-Gentil 76.96 76.85 Gabon
Deutsche Calpam GmbH Hamburg (formerly Calpam Min. Handel Ver.) Hambourg 99.56 99.42 Germany
Dewulf Cailleret(1) Dunkirk 99.56 99.39 380 355 875
Direct Toulouse (formerly Compagnie de Mousterlin) Puteaux 96.62 65.62 492 950 860
DME Almy Avion 99.02 99.41 581 920 261
Domaines de la Croix et de la Bastide Blanche(1) La Croix-Valmer 98.56 98.41 437 554 348
Douala International Terminal Douala 39.82 39.77 Cameroon
EACS Mombasa Nairobi 99.55 99.40 Kenya
Esprit Info (formerly Autraco)(1) Colombes 99.56 99.42 333 134 799
Établissements Caron Calais 99.02 99.41 315 255 778
Établissements Labis Hazebrouck 99.02 99.41 323 417 196
EXAF(1) Puteaux 99.56 99.14 602 031 379
Filminger Tremblay-en-France NC 99.24 403 851 033
Financière 84 (formerly Lurit)(1) Puteaux 99.51 99.20 315 029 884
Financière de Concarneau(1) Odet 99.56 99.42 447 535 204
197 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
Financière de Névez(1) Puteaux 98.57 98.42 528 872 708
Financière de Sainte-Marine (formerly Bolloré Médias Investissements) Puteaux 97.34 95.79 442 134 177
Financière du Champ de Mars (formerly Socfi n) Luxembourg 99.56 99.42 Grand Duchy
of Luxembourg
Financière du Perguet(1) Puteaux 94.70 94.57 433 957 792
Financière Moncey Puteaux 92.66 90.68 562 050 724
Financière Penfret(1) Odet 99.56 99.42 418 212 197
Fleet Management Services Puteaux 99.56 NC 791 469 935
Forestière Équatoriale Abidjan 95.44 93.67 Rep. of Côte d’Ivoire
Freetown Terminal Freetown 94.58 94.45 Sierra Leone
Freetown Terminal Holding London 99.56 99.42 United Kingdom
Fret Air Service Transport Orly 50.78 50.69 320 565 435
GETCO Milan 79.65 79.51 Italy
Getforward SL Valencia 60.50 60.40 Spain
Globolding Puteaux 99.56 NC 314 820 580
Guadeloupe Transit Déménagement (GTD)(1) Baie-Mahault/Guadeloupe 99.56 99.27 327 869 061
Holding Intermodal Services (HIS)(1) Puteaux 99.52 99.27 382 397 404
Hombard Publishing BV Amsterdam 99.56 99.42 Netherlands
IER GmbH Uetze 94.44 92.65 Germany
IER Impresoras Especializadas Madrid 94.44 92.65 Spain
IER Inc. Carrollton 94.44 92.65 United States
IER Pte Ltd Singapore 94.44 92.65 Singapore
IER SA(3) Suresnes 94.44 92.65 622 050 318
Immobilière du Mount Vernon(1) Vaucresson 99.56 99.42 302 048 608
Imperial Mediterranean(1) Puteaux 99.56 99.42 414 818 906
International Human Ressources Management Ltd London 99.56 NC United Kingdom
Intervalles(1) Paris 99.56 99.42 440 240 885
Iris Immobilier(1) Puteaux 99.56 99.42 414 704 163
ITD Puteaux 99.56 99.28 440 310 381
Joint Service Africa Amsterdam 99.56 99.42 Netherlands
Kerné Finance(1) Puteaux 99.56 99.42 414 753 723
La Charbonnière Maisons-Alfort 52.46 52.38 572 199 636
Lequette Énergies Puteaux 99.02 99.41 442 822 730
Les Charbons Maulois(1) Maule 99.43 99.29 619 803 083
Les Combustibles de Normandie (LCN) Caen 99.55 99.41 603 820 622
Libreville Business Square (formerly Gabon Mining Logistics) Libreville 67.35 67.25 Gabon
Locamat(1) Tremblay-en-France 99.56 99.32 339 390 197
Logistics Support Services Ltd (formerly Starlogic Ltd) Hong Kong 99.56 99.39 People’s Rep. of China
Lomé Multipurpose Terminal Lomé 98.06 95.30 Togo
Manches Hydrocarbures Tourlaville 99.55 99.41 341 900 819
Matin Plus(1) Puteaux 98.80 98.66 492 714 779
Mombasa Container Terminal Ltd Nairobi 99.51 99.42 Kenya
Moroni Terminal Moroni 84.63 84.28 Comoros
My IP Paris 54.92 54.84 452 313 299
198 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
Nord Sud CTI (formerly Transit Gauthier)(1) Rouen 99.56 99.37 590 501 698
Nord-Sumatra Investissements (formerly Plantation Nord Sumatra) Luxembourg 99.56 99.42
Grand Duchy of Luxembourg
Normande de Manutention(1) Grand-Couronne 99.56 99.39 382 467 645
Pargefi Valencia 97.58 93.69 Spain
Pargefi Helios Iberica Luxembourg Luxembourg 97.58 93.69 Grand Duchy
of Luxembourg
Participaciones Ibero Internacionales Valencia 97.57 93.68 Spain
Participaciones Internacionales Portuarias Valencia 97.57 93.68 Spain
Pemba Terminal Holding Johannesburg 99.56 99.42 South Africa
Pemba Terminal Services Maputo 99.56 99.41 Mozambique
Petroplus Marketing France Paris - la Défense 99.55 NC 501 525 851
Plantations des Terres Rouges Luxembourg 97.58 93.69 Grand Duchy of
Luxembourg
Polyconseil(1) Paris 99.56 99.42 352 855 993
Ports Secs du Mali Bamako 69.29 69.17 Mali
Progosa Investment Seville 97.57 93.68 Spain
PT Optima Sci Puteaux 98.57 NC 430 376 384
PT Sarana Citra Adicarya Jakarta 99.56 99.39 Indonesia
PT SDV Logistics Indonesia Jakarta 99.56 99.39 Indonesia
PTR Finances Luxembourg 97.58 93.69 Grand Duchy
of Luxembourg
Rainbow Investments Ltd Lusaka 74.65 74.54 Zambia
Redlands Farm Holding Wilmington 97.58 93.71 United Sates
Réunitrans(1) La Possession/La Réunion 99.56 94.22 345 261 580
Rivaud Innovation Puteaux 95.01 92.59 390 054 815
Rivaud Loisirs Communication Puteaux 96.28 94.05 428 773 980
SFA SA Luxembourg 97.58 93.71 Grand Duchy
of Luxembourg
S+M Tank AG Oberbipp 99.56 NC Switzerland
SAFA Cameroun Dizangué 66.91 65.39 Cameroon
SAFA France Puteaux 96.80 94.72 409 140 530
Saga Belgium (formerly Saga Air Belgium) Lillois-Witterzee 99.56 99.24 Belgium
Saga Bénin (formerly SBEM) Cotonou NC 70.58 Benin
Saga Commission de Transport et Transit (SCTT)(1) Colombes 99.51 99.19 775 668 825
Saga Congo Pointe-Noire 99.56 99.42 Congo
Saga France (formerly Sagatrans)(1) Puteaux 99.56 99.24 712 025 691
Saga Gabon Port-Gentil 98.96 98.81 Gabon
Saga Guadeloupe(1) Baie-Mahault/Guadeloupe 99.56 99.20 605 605 292
Saga Investissement(1) Puteaux 99.56 99.42 381 960 475
Saga Japan KK Tokyo 99.56 99.24 Japan
Saga Maritime de Transit Littee (SMTL)(1) Fort-de-France/Martinique 99.56 99.24 303 159 370
Saga Réunion(1) La Possession/La Réunion 99.55 99.22 310 850 755
Saga Togo Lomé 80.64 80.49 Togo
SAMA(1) Colombes 99.56 99.42 487 495 012
SAMC Combustibles Basel 99.56 99.42 Switzerland
199 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
Satram Huiles SA Basel 99.56 99.42 Switzerland
Scanship Ghana Téma 99.56 99.42 Ghana
SCCF Douala 98.60 98.46 Cameroon
SCEA Pegase La Croix-Valmer 99.56 99.42 414 393 454
SDV/SAEL Ltd Randburg 99.56 99.41 South Africa
SDV Argentine Buenos Aires 99.56 94.42 Argentina
SDV Asia Pacifi c Corporate Pte Ltd Singapore 99.56 99.39 Singapore
SDV Australia Botany 99.56 99.39 Australia
SDV Bangladesh Dhaka 50.78 50.69 Bangladesh
SDV Belgium Antwerp 99.56 99.39 Belgium
SDV Brasil Ltda (formerly Scacbras) São Paulo 99.56 99.39 Brazil
SDV Cambodge Phnom Penh 99.56 99.39 Cambodia
SDV Caraïbes(1) Baie-Mahault/Guadeloupe 99.56 94.48 348 092 297
SDV Chili Santiago 99.56 99.39 Chile
SDV China Ltd (formerly GEIS Cargo JM China Ltd) Hong Kong 99.56 99.39 People’s Rep. of China
SDV GEIS GmbH (formerly GEIS SDV Deutschland) Frankfurt 99.56 49.80 Germany
SDV Guinea SA Malabo 54.76 54.67 Equatorial Guinea
SDV Guyane Remiré Montjoly/Guyane 84.63 84.48 403 318 249
SDV Hong Kong Hong Kong 99.56 99.39 Hong Kong
SDV Industrial Project SDN BHD Kuala Lumpur 59.74 59.64 Malaysia
SDV International Logistics Ltd (formerly SDV Air Link India Ltd) Calcutta 99.55 99.37 India
SDV Italia Milan 99.56 99.39 Italy
SDV Japon KK Tokyo 99.56 99.39 Japan
SDV Korea Seoul 99.56 99.39 South Korea
SDV La Réunion(1) Le Possession/La Réunion 99.56 99.39 310 879 937
SDV Laos Vientiane 99.56 99.39 Laos
SDV Logistics Shanghai Ltd Shanghai 99.56 99.39 People’s Rep. of China
SDV Logistics (Thailand) Co. Ltd Bangkok 59.74 59.64 Thailand
SDV Logistics Brunei SDN BHD Bandar Seri Begawan 59.74 NC Brunei Darussalam
SDV Logistics East Timor Unipessoal Limitada Dili 99.56 99.39 East Timor
SDV Logistics Guinée Conakry 59.71 59.63 Guinea
SDV Logistics Singapore (formerly SDV South East Asia Pte Ltd) Singapore 99.56 99.39 Singapore
SDV Logistique Internationale (formerly Scac)(1) Puteaux 99.56 99.39 552 088 536
SDV Logistiques Canada (formerly Scac Canada) Saint-Laurent/Quebec 98.30 98.16 Canada
SDV Ltd (formerly SDV Bernard Ltd) Hainault-Ilford 99.56 99.39 United Kingdom
SDV Luxembourg Luxembourg 99.56 99.39 Grand Duchy
of Luxembourg
SDV Malaysia Kuala Lumpur 59.74 59.64 Malaysia
SDV Maroc (formerly Scac Maroc) Casablanca 99.56 99.39 Morocco
SDV Martinique(1) Fort-de-France/Martinique 99.56 99.39 421 360 785
SDV Mexique Mexico 99.56 99.39 Mexico
SDV Mining Antrak Africa (formerly SDV Mining Energy)(1) Puteaux 99.52 99.38 414 703 892
SDV Nederland Bv (formerly Scac Nederland BV) Hoogvliet 99.56 99.39 Netherlands
SDV Nouvelle-Zélande Makati City 99.56 99.39 New Zealand
200 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
SDV Pakistan (PVT) Ltd Karachi 50.78 50.69 Pakistan
SDV Philippines Paranaque 69.69 69.57 Philippines
SDV Polynésie (formerly Amatrans Papeete) Papeete 99.49 99.31 French Polynesia
SDV Portugal Lisbon 99.46 99.29 Portugal
SDV PRC Int. Freight Forwarding Ltd Shanghai 99.56 99.39 People’s Rep. of China
SDV Project GmbH (formerly SDV Project Deutschland) Hamburg 99.56 49.80 Germany
SDV Suisse Meyrin 50.78 NC Switzerland
SDV Taïwan Taipei 99.56 99.39 Taiwan
SDV Transami Nv (formerly Transintra NV) Antwerp 99.56 99.42 Belgium
SDV Tunisie Rades 99.46 49.70 Tunisia
SDV UK Liverpool 99.56 99.39 United Kingdom
SDV USA Inc. New York 99.56 99.38 United States
SDV Vietnam Ltd Ho Chi Minh city 99.56 99.39 Vietnam
Secaf Puteaux 98.88 98.73 075 650 820
Sénégal Tours Dakar 70.81 70.70 Senegal
SES(1) Paris 99.56 99.42 315 013 557
SETO Ouagadougou 47.53 47.46 Burkina Faso
Sierra Leone Shipping Agencies Ltd (SLSA) Freetown 99.48 99.34 Sierra Leone
Sitarail Abidjan 51.48 50.68 Rep. of Côte d’Ivoire
SMN Douala 49.93 49.86 Cameroon
SNAT Libreville 79.65 79.53 Gabon
Socarfi Puteaux 92.12 90.87 612 039 099
Socatraf Bangui 68.25 68.15 Central African Republic
Socfrance Puteaux 96.71 95.68 562 111 773
Société Anonyme de Manutention et de Participations (SAMP)(2) Le Port/La Réunion 92.86 92.72 310 863 329
Société Autolib’(1) Vaucresson 99.56 99.42 493 093 256
Société Bordelaise Africaine Puteaux 99.18 98.88 552 119 604
Société Centrale de Représentation Puteaux 97.03 94.67 582 142 857
Société d’Acconage et de Manutention de la Réunion (SAMR)(2) Le Port/La Réunion 92.86 92.72 350 869 004
Société de Manutention du Terminal à Conteneurs de Cotonou (SMTC) Cotonou 64.71 64.62 Benin
Société de Participations Africaines(1) Puteaux 99.56 NC 421 453 852
Société de Participations Portuaires Puteaux 59.74 59.65 421 380 460
Société des Chemins de Fer et Tramways du Var et du Gard Puteaux 93.10 91.66 612 039 045
Société d’Exploitation des Parcs à Bois du,Cameroun (SEPBC) Douala 71.82 71.71 Cameroon
Société d’Exploitation du Parc à Bois d’Abidjan (SEPBA) Abidjan 70.29 70.18 Rep. of Côte d’Ivoire
Société d’Exploitation Portuaire Africaine(1) Puteaux 99.56 NC 521 459 826
Société Dunkerquoise de Magasinage et de,Transbordement (SDMT)(1) Loon-Plage 97.66 97.44 075 750 034
Société Financière d’Afrique Australe (SF2A) Puteaux 74.65 74.54 500 760 178
Société Financière Panafricaine(1) Puteaux 99.56 NC 521 460 402
Société Foncière du Château Volterra Puteaux 94.05 91.46 596 480 111
201 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
Société Française Donges Metz (SFDM)(1) Avon 94.59 94.46 390 640 100
Société Générale de Manutention et de Transit (SGMT)(1) La Rochelle 99.56 99.39 551 780 331
Société Industrielle et Financière de l’Artois Puteaux 91.92 90.73 562 078 261
Société Nationale de Transit du Burkina Ouagadougou 84.61 84.48 Burkina Faso
Société Nouvelle Cherbourg Maritime(1) Tourlaville 99.56 99.39 552 650 228
Société Tchadienne d’A! rètement et de Transit (STAT) N’Djamena 54.75 54.67 Chad
Société Terminaux Conteneurs Gabon (formerly SAGEPS) Libreville 53.87 52.15 Gabon
Société Togolaise de Consignation Maritime Lomé 84.37 84.25 Togo
Socopao(1) Puteaux 99.56 99.42 343 390 431
Socopao Bénin (formerly Société Béninoise de Consignation) Cotonou 84.40 84.28 Benin
Socopao Cameroun Douala 92.53 92.39 Cameroon
Socopao Côte d’Ivoire Abidjan 84.36 84.24 Rep. of Côte d’Ivoire
Socopao Guinée Conakry 98.00 97.83 Guinea
Socopao RDC Kinshasa 98.76 98.62 Democratic Rep.
of the Congo
Socopao Sénégal (formerly Socofroid) Dakar 83.99 83.87 Senegal
Socphipard (formerly Société du 30) Puteaux 97.06 94.38 552 111 270
Sofi b Abidjan 76.84 75.64 Rep. of Côte d’Ivoire
Sofi map(1) Puteaux 99.35 99.11 424 097 939
Sofi prom(1) Puteaux 99.56 99.42 328 516 844
Sogam Les Sables-d’Olonne 68.70 68.58 332 185 859
Sogera(1) Baie-Mahault/Guadeloupe 99.56 99.39 309 023 422
Sogetra Dunkirk 49.78 49.71 075 450 569
Sorebol Luxembourg 99.56 99.42 Grand Duchy
of Luxembourg
Sorétrans(1) La Possession/La Réunion 99.56 94.22 345 261 655
Tamaris Finance(1) Puteaux 99.51 99.37 417 978 632
Technifi n Fribourg 99.56 99.42 Switzerland
Tema Conteneur Terminal Ghana Tema 99.56 99.42 Ghana
Terminal Conteneurs Kinshasa Kinshasa 50.78 NC Democratic Rep.
of the Congo
Terminal Conteneurs Madagascar Toamasina 99.56 99.42 Madagascar
Terminaux du Gabon Holding Puteaux 49.76 47.78 492 950 845
TGI(1) Dunkirk 98.56 97.42 322 827 924
The Web Family Paris NC 50.70 491 667 481
TICH(1) Puteaux 95.58 95.44 498 916 089
Tin Can Island Container Ltd Lagos 50.38 50.31 Nigeria
Togo Terminal Lomé 88.29 85.34 Togo
Trailer Corp. Ltd Lusaka 74.65 74.54 Zambia
Trans Meridian Maritime Services Tema NC 99.42 Ghana
Transcap Nigeria Lagos 99.56 99.42 Nigeria
Transisud Marseille 64.67 64.53 327 411 583
TSL South East Asia Hub Pte Ltd (formerly GEIS Cargo JM Singapour Ltd) Singapore 99.56 99.39 Singapore
202 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
Umarco Liberia Monrovia 60.22 60.13 Liberia
Unicaf(1) Puteaux 99.56 99.42 403 227 820
Whitehorse Carriers Ltd Melrose Arch 74.65 74.54 South Africa
Wifi rst Paris 54.92 54.84 441 757 614
Zalawi Haulage Ltd Lusaka 74.65 74.54 Zambia
Groupe Havas(4) Puteaux 35.44 35.62 335 480 265
II. Consolidated by the equity method
Joint-arrangements
ABG Container Handling Ltd Mumbai 48.78 NC India
Bluesun Puteaux 49.78 NC 538 446 493
Canarship Valencia 49.78 49.71 Spain
Dakshin Bharat Gateway Terminal Private Ltd Mumbai 48.78 NC India
Grimaldi Maroc Casablanca 44.79 44.72 Morocco
Hanjin Logistics Spain SA Valencia 47.79 47.72 Spain
Hanjin Spain SA Valencia 48.78 48.71 Spain
Manumat Le Port/La Réunion 30.96 30.91 348 649 864
Meridian Port Holding Ltd London 49.78 49.70 United Kingdom
Meridian Port Services Tema 34.84 34.79 Ghana
NAL Maroc Casablanca 47.77 47.70 Morocco
Pacoci Abidjan 42.19 42.13 Rep. of Côte d’Ivoire
Porto Seco Mulemba Luanda 39.82 39.77 Angola
SDV Horoz Istanbul 49.68 49.60 Turkey
Société de Manutention du Tchad N’Djamena 44.80 44.74 Chad
Sogeco Nouakchott 49.78 49.64 Mauritania
Terminal du Grand Ouest (TGO) Montoir-de-Bretagne 49.78 49.70 523011393
Terminal Roulier d’Abidjan (TERRA) Abidjan 21.09 21.06 Rep. of Côte d’Ivoire
Companies under signifi cant infl uence “Associates”
Bereby Finance Abidjan 21.19 20.74 Rep. of Côte d’Ivoire
Brabanta Kananga 24.36 23.85 Democratic Rep.
of the Congo
CMA CGM Kenya Ltd Mombasa 34.85 NC Kenya
CMA CGM Mozambique Maputo 34.85 NC Mozambique
Côte d’Ivoire Terminal Abidjan 43.80 NC Rep. of Côte d’Ivoire
Delmas Angola Luanda 40.82 NC Angola
Delmas Sierra Leone Freetown 48.78 NC Sierra Leone
Delmas Shipping Ghana. CMA. CGM Group Tema 35.98 NC Ghana
Euro Média Group (formerly Euro Média Télévision) Bry-sur-Marne 18.34 18.31 326 752 797
Fred et Farid Paris 29.61 29.57 492 722 822
GPSPC Tours Saint-Pierre-des-Corps 19.91 NC 950 040 535
Liberian Agriculture Company Monrovia 24.34 23.82 Liberia
Mediobanca Milan 5.80 5.79 Italy
Okomu Oil Palm Company Plc Lagos 16.09 15.75 Nigeria
Palmcam Douala 24.34 23.82 Cameroon
Plantations Nord-Sumatra Ltd Guernsey 43.11 42.53 United Kingdom
Ra$ nerie du Midi Paris 33.18 NC 542 084 538
203 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Name Registered o" ce
% interest
2013
% interest
2012 SIREN (business registration
number)/country/territory
Salala Rubber Corporation Monrovia 24.34 23.82 Liberia
Socapalm Tillo 15.92 15.58 Cameroon
Société d’Exploitation des Parcs à Bois du Gabon (SEPBG) Libreville 43.73 43.67 Gabon
Socfi n (formerly Socfi nal) Luxembourg 38.27 37.87 Grand Duchy
of Luxembourg
Socfi n Agriculture Company Freetown 20.69 20.25 Sierra Leone
Socfi n KCD Phnom Penh 37.20 36.70 Cambodia
Socfi naf (formerly Compagnie Internationale de Cultures) Luxembourg 24.34 23.82
Grand Duchy of Luxembourg
Socfi nasia Luxembourg 43.11 42.53 Grand Duchy of
Luxembourg
Socfi nco Brussels 33.72 33.18 Belgium
Socfi nco FR Fribourg 33.72 33.18 Switzerland
Socfi ndo Medan 38.80 38.28 Indonesia
Société des Caoutchoucs du Grand Bereby (SOGB) San Pedro 15.50 15.17 Rep. of Côte d’Ivoire
Sogescol FR Fribourg 33.72 33.18 Switzerland
Someport Walon Levallois-Perret 37.33 37.28 054 805 494
SP Ferme Suisse Edea 15.92 15.58 Cameroon
Tiba Internacional Valencia 39.82 39.76 Spain
(1) Company fi scally consolidated in Bolloré. (2) Company fi scally consolidated in SAMP. (3) Company fi scally consolidated in IER. (4) The Havas Group was consolidated using the equity method until August 31, 2012 and has been fully consolidated since September 1, 2012. (NC) Not consolidated.
LIST OF CONSOLIDATED COMPANIES OF THE HAVAS GROUP
See the annual report of the Havas Group.
204 20.3. CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
STATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended December 31, 2013
This is a free translation into English of the Statutory Auditors’ report on the consolidated fi nancial statements issued in French and it is provided solely for the convenience of English speaking users. The Statutory Auditors’ report includes information specifically required by French law in such reports, whether modifi ed or not. This information is presented below the opinion on the consolidated fi nancial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain significant accounting and auditing matters. These assessments were made for the purpose of issuing an audit opinion on the consolidated fi nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the consolidated fi nancial statements. This report also includes information relating to the specifi c verifi - cation of information given in the management report. This report should be read in conjunction with, and is construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2013, on: • the audit of the accompanying consolidated fi nancial statements
of Bolloré; • the justifi cation of our assessments; • the specifi c verifi cation required by law. These consolidated fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated fi nancial statements based on our audit.
I. OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS
We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated fi nancial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated fi nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is su$ cient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the Group as of December 31, 2013 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Without qualifying our opinion above, we draw your attention to note 3 of the notes to consolidated financial statements – Comparability of fi nancial statements, which describes the particular terms and the impact of the early adoption of IFRS 10 “Consolidated fi nancial statements” and IFRS 11 “Joint arrangements” and changing the presentation of the result of consecutive application of these standards.
II. JUSTIFICATION OF OUR ASSESSMENTS
In accordance with the requirements of article L. 823-9 of the French company law (Code de commerce) relating to the justifi cation of our assessments, we bring to your attention the following matters: As mentioned in the fi rst part of this report, note 3 to the fi nancial statements describes the terms and the impact of the early adoption
of IFRS 10 “Consolidated fi nancial statements” and IFRS 11 “Joint arrangements” and changing the presentation of the subsequent result from the application of these standards. As part of our assessment of the accounting principles followed by your Group, we have verifi ed the correct application of these standards as well as the merits of the amendment to the presentation of the income statement. Otherwise, as stated in paragraph 1 “Use of estimates” of note 1 – B.6 – Valuation rules and methods to the notes of the consolidated fi nancial statements, management of your company is required to make estimates and assumptions that a! ect the amounts reported in the fi nancial statements and the notes which accompany them. This paragraph specifi es that the amounts given in the future Group consolidated fi nancial statements may be di! erent in case of revision of these estimates and assumptions. As part of our audit of the consolidated financial statements at December 31, 2013, we considered that goodwill, investments in equity a$ liates and shares available for sale are subject to signifi cant accounting estimates. • Your company includes in the balance sheet net goodwill of
2,754 million euros, as described in note 4 – Goodwill. Your company makes the comparison of the net book value of goodwill to its recoverable amount, determined using the methodology described in paragraph 8 “Goodwill” and paragraph 11 “Impairment and amorti- zation of non-fi nancial assets” in note 1 – B.6 – Valuation rules and methods.
• Your company holds net investments in equity affiliates of 655 million euros, as described in note 8 – Investments in equity affiliates. Your company compares the net book value of the investments in equity affiliates with their recoverable value, determined using the methodology described in paragraph 12 “Companies accounted for by the equity method” and paragraph 11 “Impairment and amortization of non-fi nancial assets” in note 1 – B.6 – Valuation rules and methods.
• Your company includes in non-current assets under “Other fi nancial assets” assets available for sale for a net amount of 5,853 million euros as described in note 9 – Other fi nancial assets. Your company values these assets at fair value, using the methodology described in paragraph 13.1 “Assets available for sale” in note 1 – B.6 – Valuation rules and methods.
In accordance with the professional standards applicable to estimates and on the basis of information currently available, we examined the procedures and methods employed in arriving at these estimates and assessed the reasonable nature of the forecasted data and assumptions on which they are based. These assessments were made as part of our audit of the consolidated fi nancial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the fi rst part of this report .
III. SPECIFIC VERIFICATION
As required by law, we have also verifi ed in accordance with profes- sional standards applicable in France, the information presented in the Group’s management report. We have no matters to report as to its fair presentation and its consistency with the consolidated fi nancial statements.
Neuilly-sur-Seine and Paris, on April 30, 2014 The Statutory Auditors
French original signed by
AEG Finances Constantin Associés French member of Member of Grant Thornton International Deloitte Touche Tohmatsu Limited Jean-François Baloteaud Jean-Paul Séguret
205 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
Balance sheet 206
Income statement 208
Variation in cash fl ow 209
Subsidiaries and shareholdings as at December 31, 2013 210
Notes to the separate fi nancial statements 214
Notes to the balance sheet – note 1 to note 9 216
Notes to the income statement – note 10 to note 18 220
Financial results of the company during the last fi ve fi scal years 222
Statutory Auditors’ report on the fi nancial statements 223
206 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
BALANCE SHEET
ASSETS
(in thousands of euros) Notes
12/31/2013 12/31/2012
Gross amount
Impairment, amortization and
provisions Net Net
Intangible assets 1
Licenses, patents and similar rights 9,971 9,378 593 623
Goodwill 649,264 8,627 640,637 640,637
Other intangible assets 1,697 1,697 0 126
Property, plant and equipment 1
Land 7,865 942 6,923 6,759
Buildings 52,328 35,339 16,989 14,716
Plant and equipment 86,314 74,322 11,993 12,786
Other property, plant and equipment 40,934 27,756 13,178 21,743
Non-current assets in progress 5,830 5,830 952
Advances and down payments 1,300 1,300 880
Non current fi nancial assets 3
Shareholdings 2,394,011 610,729 1,783,281 1,755,407
Receivables from associates 303,479 95,750 207,730 140,620
Other non-current investments 5,400 16 5,384 6,428
Loans 66,782 1,665 65,117 68,370
Other non-current fi nancial assets 309 81 228 220
Total 3,625,482 866,301 2,759,181 2,670,267
Inventories and work in progress
Raw materials and supplies 6,331 332 6,000 4,656
Intermediate and fi nished products 3,485 223 3,262 3,479
Goods 48 14 35 36
Advances and down-payments on orders 188 188 24,574
Receivables 4
Trade accounts receivable 28,191 11,859 16,332 15,424
Other receivables 1,585,319 117,894 1,467,425 1,737,055
Miscellaneous
Investment securities 5 88,256 1,381 86,875 31,179
Cash 45,919 45,919 3,317
Accrual adjustments
Prepayments 928 928 908
Total 1,758,665 131,703 1,626,962 1,820,628
Staggered bond issue costs 9,130 9,130 12,083
Bond redemption premiums 253 253 437
Translation losses 3,413 3,413 1,131
TOTAL ASSETS 5,396,943 998,004 4,398,939 4,504,546
207 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
LIABILITIES
(in thousands of euros) Notes
Net amount
12/31/2013 12/31/2012
Shareholders’ equity
Capital (of which paid up: 437,471,456 euros) 437,471 429,926
Issue, merger and acquisition premiums 508,129 376,038
Revaluation adjustment 24 24
Legal reserve 42,993 40,151
Other reserves 2,141 2,141
Amount carried forward 713,673 598,929
Income for the period (profi t or loss) 88,952 198,555
Interim dividend (54,347) (51,411)
Regulated provisions 16,304 23,351
Total 6 1,755,340 1,617,704
Provisions for contingencies and charges
Provisions for contingencies 30,854 24,711
Provisions for charges 3,282 2,938
Total 7 34,136 27,649
Debts 4
Other bond issues 568,936 612,988
Loans from banks 964,357 978,871
Borrowings and other debts 7,256 7,823
Advances and down-payments received on orders in progress 143 184
Trade accounts payable 14,658 20,463
Taxes and social security contributions payable 20,125 22,546
Non-current asset payables and related accounts 1,562 18,154
Other payables 1,030,566 1,197,641
Accrual adjustments
Unearned income 33 34
Total 2,607,637 2,858,704
Translation gains 1,826 489
TOTAL LIABILITIES 4,398,939 4,504,546
208 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
INCOME STATEMENT
(in thousands of euros) Notes 2013 2012
Sales of merchandise 10,189 14,038
Sales of:
– goods 77,687 72,334
– services 51,642 48,692
Net turnover 10 139,518 135,064
Production left in stock (279) (40)
Capitalized production 273 322
Operating subsidies 21 (11)
Write-backs of impairment and provisions, transfers of charges 8,271 14,950
Other earnings 30,172 26,788
Total operating income 177,976 177,073
Purchases of merchandise (including customs duties) 10,549 14,295
Changes in stocks (of merchandise) (12) (36)
Purchases of raw materials, other supplies (and customs duties) 41,388 37,109
Changes in stocks (of raw materials and supplies) (1,423) 993
Other goods and services bought in 54,217 57,101
Taxes and related payments 5,053 4,883
Wages and salaries 37,991 35,815
Social security contributions 17,254 16,744
Operating provisions
On fi xed assets: allowances for depreciation and amortization 8,903 9,240
On current assets: allocations to provisions 101 114
For contingencies and charges: allocations to provisions 148 366
Other expenditure 683 684
Total operating expenditure 174,852 177,308
Operating income 3,124 (235)
Joint operations
Financial income
Financial income from investments 190,395 202,243
Income from other securities and receivables from non-current assets 5,068 4,168
Other interest and similar income 26,113 28,307
Reversals of provisions and transfers of charges 199,292 134,727
Positive exchange di! erences 9,630 9,447
Net income from sale of investment securities 263 389
Total fi nancial income 430,760 379,281
Financial allocations to impairment, amortization and provisions 309,516 220,412
Interest and related expenses 60,823 73,198
Negative exchange di! erences 6,583 8,162
Net expenses on sale of investment securities
Total fi nancial expenditure 376,923 301,772
Net fi nancial income 11 53,837 77,509
Recurring income before tax 56,962 77,274
Extraordinary income from management operations 673 2,042
Extraordinary income from capital transactions 249,470 662,328
Reversals of provisions and transfers of charges 8,370 10,082
Total extraordinary income 258,513 674,452
Extraordinary expenditure on management operations 41,966 75,323
Extraordinary expenditure on capital transactions 205,132 516,616
Extraordinary allocations to impairment, amortization and provisions 11,941 5,692
Total extraordinary expenditure 259,040 597,631
Extraordinary income 12 (526) 76,821
Employees’ shareholding and profi t-sharing 979 907
Corporate income tax (33,496) (45,367)
Total income 867,249 1,230,806
Total expenditure 778,297 1,032,251
Profi ts 88,952 198,555
209 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
VARIATION IN CASH FLOW
(in thousands of euros) 2013 2012
Cash fl ows from operating activities
Net income for the period 88,952 198,555
Non-cash income and expenses:
– amortization and provisions 296,057 (4,724)
– income on sale of assets (43,931) (212,729)
– income on mergers 67,018
Cash fl ow 341,078 48,120
Change in working capital requirement: 29,662 (12,880)
– of which inventories and work in progress (1,126) 1,063
– of which payables and receivables 30,658 (13,943)
Net cash from operating activities 370,740 35,240
Cash fl ows from investing activities
Acquisitions:
– property, plant and equipment and intangible assets 11,037 (25,625)
– securities (472,360) (47,692)
– other non-current fi nancial assets (69,634) (207,242)
– deferred charges 0 0
Disposals:
– property, plant and equipment and intangible assets 132 7,013
– securities 249,336 719,804
– other non-current fi nancial assets 5,713 110,648
E! ect of mergers and universal asset transfers 0 (415,838)
Net cash from investing activities (275,776) 141,068
Cash fl ows from fi nancing activities
– dividends paid (5,298) (84,037)
– capital increase through cash payment 2,757 91,659
– increase in borrowings 262,393 717,451
– repayment of borrowings (323,638) (879,304)
Net cash from fi nancing activities (63,786) (154,231)
NET INCREASE IN CASH AND CASH EQUIVALENTS 31,178 22,077
Cash and cash equivalents at the beginning of the period 529,978 507,901
Cash and cash equivalents at the end of the period 561,156 529,978
210 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
SUBSIDIARIES AND SHAREHOLDINGS AS AT DECEMBER 31, 2013
Companies (in thousands of euros) Share capital
Shareholders’ equity other than capital
Share capital held as a % Gross value
A. Information on stocks whose gross value exceeds 1% of the capital
Subsidiaries over 50%-owned by the company
Alcafi 2,723 (11,835) 100.0000 14,504
Autolib’ 40,040 (114,396) 100.0000 40,040
Blue Solutions 144,192 42,663 71.2000 102,664
Bluebus 3,307 835 99.9998 33,595
Bluecar® 3,393 (10,555) 100.0000 293,258
Bolloré Africa Logistics 174,335 52,021 99.9998 181,263
Bolloré Énergie 19,523 127,498 99.9909 91,167
Bolloré Inc. 1,507 (14,261) 100.0000 7,477
Bolloré Media Digital 625 (17,665) 100.0000 61,749
Bolloré Telecom 95,036 (75,185) 89.4775 85,036
La Charbonnière 360 5,487 52.6800 9,183
Compagnie des Glénans 247,500 296,418 100.0000 318,815
Compagnie Saint-Gabriel 22,000 (966) 99.9900 42,043
CSA TMO Holding 1,830 (5,826) 99.9973 9,565
Financière de Cézembre 1,200 524 99.3487 4,814
Financière Penfret 6,380 (1,521) 100.0000 14,383
Hombard Publishing 50 (85,197) 100.0000 7,768
Imperial Mediterranean 106,718 7,736 100.0000 106,737
Iris Immobilier 28,529 15,630 99.9999 29,141
Kerne Finance 1,471 47,755 99.9938 40,819
Matin Plus 6,304 (14,845) 99.2386 56,800
MP 42 40 255 99.0000 8,588
Nord-Sumatra Investissements 1,515 242,200 72.7553 78,382
Polyconseil 156 7,877 100.0000 9,990
SDV Logistique Internationale 38,185 73,119 99.9708 63,987
Société Navale Caennaise – SNC 2,750 3,519 99.8852 7,249
Société Navale de l’Ouest – SNO 43,478 (42,346) 99.9968 59,829
211 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Provisions Net value
Loans and advances made by
the company and not yet repaid
Bonds and guarantees
given by the company
Pre-tax turnover for the fi nancial
year ended
Income (profi t or loss)
for the fi nancial year ended
Dividends received by the
company during the fi nancial year Comments
14,504 19,196 7 472
20,000 20,040 104,728 8,000 21,754 (49,571)
102,664 52,752 45,573
33,595 1,353 5,424 (6,965)
293,258 64,046 10,223 (81,726)
181,263 240,869 89,567 84,735 75,182
91,167 74,905 85,300 2,147,639 18,036 5,076
7,477 1,654 16,904 (991)
61,749 16,124 2,500 (3,751)
67,309 17,727 34,390 1,079 (10,318)
4,037 5,146 31,451 52 1,054
318,815 14,359 29,656 24,750
42,043 18,840 (451)
9,565 11,610 2,683 (878)
3,223 1,591 (7)
5,269 9,114 16,412 818 (716)
7,768 85,144 (5) (1)
106,737 400 24 690 700
29,141 8,101 (2,814)
40,819 7,271 7,043
30,000 26,800 4,510 21,274 (8,108)
8,250 338 (9)
78,382 86 447 7,311
9,990 17,048 4,905 3,478
63,987 66,131 1,126,792 29,304 32,997
1,029 6,220 (10)
58,687 1,141 (9)
212 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Companies (in thousands of euros) Share capital
Shareholders’ equity other than capital
Share capital held as a % Gross value
Tamaris Finances 1,804 (2,018) 99.9528 7,702
TOTAL I 1,786,548
Holdings of between 10% and 50%
Compagnie de Pleuven 136,201 257,463 32.4800 44,238
Euro Media Group 907 194,911 18.2045 29,217
Financière du Champ de Mars 19,460 56,097 23.7102 68,097
Financière Moncey 4,206 126,326 15.2282 11,802
Financière V 69,724 17,576 10.2528 10,782
Fred & Farid Group 2,219 7,413 29.7450 6,900
Socfi nasia 25,063 307,128 16.7486 6,125
Sofi bol 131,825 48,154 35.9334 81,844
TOTAL II 259,005
Summary information on securities with a gross value not exceeding 1% of the capital
Subsidiaries over 50%-owned by the company
French subsidiaries
Non-French subsidiaries 7,271
Holdings of between 10% and 50%
French holdings 5,544
Non-French holdings 4,489
Stock of companies held under 10% 319,643
TOTAL 2,394,011
(1) Provisions on loans and advances made by the company and not yet repaid. (2) Provisional fi gures 2013.
213 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Provisions Net value
Loans and advances made by
the company and not yet repaid
Bonds and guarantees
given by the company
Pre-tax turnover for the fi nancial
year ended
Income (profi t or loss)
for the fi nancial year ended
Dividends received by the
company during the fi nancial year Comments
4,524 3,179 10,886 26 (787)
596,649 1,189,899 719,426 159,431 3,556,152 54,026 157,589
44,238 (27)
11,079 18,138 114 301,344 9,425
68,097 11,419 2,370
11,802 3,705 1,225
10,782 568 31
6,900 2,952 555 (2)
6,125 46,166 8,395
81,844 1,966 414
11,079 247,926 114 301,344 76,174 12,991
509 6,762 75,000
5,544
4,489
2,055 317,588 13,457
610,729 1,783,281 1,701,801 234,431
214 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTES TO THE SEPARATE FINANCIAL STATEMENTS
SIGNIFICANT EVENTS OF THE FINANCIAL YEAR
CAPITAL INCREASE FOLLOWING PAYMENT OF THE FINAL DIVIDEND FOR 2012 WITH AN OPTION OF PAYMENT IN SHARES
As part of this operation, an increase in capital and of the issue premium was carried out for 1.6 million and 27.2 million euros respec- tively on June 28, 2013, by the issuance of 98,908 new shares.
SQUEEZE-OUT OF PLANTATIONS DES TERRES ROUGES SHARES, PRECEDED BY THE OFFER OF A SHARE SWAP FOR BOLLORÉ SA SHARES
In connection with the o! er to swap shares of Plantations des Terres Rouges for Bolloré SA shares: • an increase in the capital of 3.2 million euros and an increase in the
issue premium of 55 million euros were recognized on July 8, 2013, with the issuance of 203,952 new shares (corresponding to 29,136 Plantations des Terres Rouges shares);
• the company bought back 10,779 Plantations des Terres Rouges shares for 22 million euros.
CAPITAL INCREASE FOLLOWING PAYMENT OF THE 2013 INTERIM DIVIDEND WITH THE OPTION OF PAYMENT IN SHARES
The Board of Directors of Bolloré SA meeting on August 30, 2013 approved the payment of an interim dividend of 2 euros with the option of dividend payment in shares. As part of this operation, an increase in capital and of the issue premium was carried out for 2.7 million euros and 49.9 million euros respectively, on October 3, 2013, by the issuance of 168,700 new shares.
OPERATIONS ON BLUE SOLUTIONS STOCK
Bolloré SA has underwritten an increase in capital by Blue Solutions for the amount of its initial participation (or 80%) of 107 million euros. Under the initial public o! ering, Bolloré SA subsequently sold 8.8% of its stock for 36.8 million euros; its holding in Blue Solutions was 71.2% as at December 31, 2013.
SALE OF AEGIS STOCK
On April 9, 2013, Bolloré SA sold the rest of its holding in Aegis (or 6.4%) to the Dentsu group for an amount of 212,2 million euros. This resulted in a capital gain of 58 million euros.
ACCOUNTING METHODS AND PRINCIPLES
The separate fi nancial statements have been prepared in accordance with the accounting principles, standards and methods taken from the 1999 French chart of accounts, in compliance with French Accounting Regulatory Committee regulation no. 99-03 and the further opinions and recommendations of the French National Accounting Council and the French Accounting Regulatory Committee. The basic method used for the valuation of accounting entries is the historic-cost method.
1. NON-CURRENT ASSETS
Non-current assets are valued at cost of acquisition, the value at which they were contributed, or at the cost of production. Impairment allowances are calculated on a straight-line basis in accordance with the expected useful life of the assets. The difference between the fiscal impairment and straight-line impairment is entered under extra tax-driven impairment under
balance sheet liabilities.
1.1. Intangible assets
Net goodwill consists of: The merger loss of 56 million euros arising from the transfer of all the assets of Saga in 2012, the merger loss of 246 million euros generated in 2006 from the merger of Bolloré Investissement and Bolloré, and the reversal of Bolloré’s existing merger losses of 345 million euros. These merger losses arise from transactions carried out on the basis of net book values, and correspond to the negative difference between the net assets received by the company and the book value of the securities held. Such technical items represent no actual loss, nor any exceptional distribution by the taken-over subsidiaries; they are subject to an annual valuation and impairment test in accordance with the value of the underlying assets. These tests are carried out on the basis of the value of each cash-generating unit (CGU) measured by activity, calculated by the method of discounting estimated operating cash fl ows.
1.2. Property, plant and equipment
The principal useful lifetimes applied for the acquisition of new assets are as follows:
Buildings From 15 to 40 years
Fixtures and fi ttings From 5 to 15 years
Industrial equipment From 4 to 10 years
Other property, plant and equipment From 3 to 10 years
1.3. Non-current fi nancial assets
Shareholdings are entered at their cost of acquisition, exclusive of ancillary costs, or at the value at which they were contributed. At the end of the year, a provision for impairment is made when the net asset value is lower than the balance sheet value. The net asset value is calculated according to the revalued net book value, profitability, future prospects and the value-in-use of the shareholding. The estimate of the net asset value may therefore justify retaining a higher net value than the proportion of the net book assets. Capitalized accounts receivable are valued at nominal value. A provision for impairment is made when the net asset value is lower than the book value. Provisions are made for other non-current investments when their value-in-use is lower than the balance sheet value.
2. INVENTORIES
Raw materials and goods are valued at their cost of acquisition, in accordance with the FIFO method. If applicable, an impairment allowance is applied in order to refl ect their current value. The value of work in progress and fi nished products includes the cost of materials and supplies, the direct costs of production, indirect factory and workshop costs and impairment. Fixed costs are recognized in accordance with normal operations. A discount is applied to old buildings without reducing the net value below the residual value.
3. TRADE AND OTHER RECEIVABLES
Receivables are valued at nominal value. A provision for impairment is made when the net asset value is lower than the book value.
215 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
4. FOREIGN CURRENCY TRANSACTIONS
Receivables and payables denominated in non-eurozone currencies are entered on the balance sheet at their translation value at year-end. Unrealized gains and losses are entered among the translation di! erences. Unrealized losses corresponding to translation losses are the subject of a provision for risks.
5. BOND ISSUE COSTS
Bond issue costs are recognized under deferred expenses and are amortized on a straight-line basis over the life of the bond.
6. REGULATED PROVISIONS
Regulated provisions are made in accordance with current fi scal regulations. They include extra tax-driven impairment and provisions for price increases.
7. PROVISIONS FOR PENSIONS AND RETIREMENT
Supplementary pensions paid to retired sta! are recognized in the form of a provision. They are valued according to the PUC (Projected Unit Credit) method, with a gross discount rate of 3.25%.
8. SEVERANCE PAY AND PENSIONS
Legal or conventional severance pay and supplementary pensions for personnel in service are entered under off-balance sheet commitments.
The total commitment is valued in accordance with the PUC (Projected Unit Credit) method, applying a gross discount rate of 3.25% and an actual progression in salaries of 0.7% (nominal salary progression of 2.7% and infl ation of 2%). There are no specifi c commitments towards the governing bodies or senior management.
9. DETAILS OF FINANCIAL INSTRUMENTS
Financial instruments are used mainly to cover interest rate risks arising as a result of debt management, as well as foreign exchange risks. Firm hedging deals (rate swaps, future rate agreements, spot or forward currency purchases or sales) are used. A Risk Management Committee meets several times a year to discuss strategies, as well as limits, markets, instruments and counterparts.
Exchange rate risk management
At December 31, 2013, the currency hedge portfolio (in terms of euro equivalent) comprised forward sales of 25.4 million euros and forward purchases of 9.4 million euros, a net selling position of 16 million euros.
Interest rate risk management
Of a total of 1,541 million euros of financial debt, the fixed-rate indebtedness amounted to 838 million euros at December 31, 2013.
Fair value of fi nancial instruments
Type of contract Maturity Initial nominal
amount
Fair value of hedging instruments
(in millions of euros)
Fixed-rate payer interest rate swap agreement 2014 €145.0 million 0.7
CIRS payer fi xed rate 2016 $40.0 million 0.0
CIRS payer fi xed rate 2018 $33.0 million 0.0
10. TAX CONSOLIDATION
The company is the head of a tax consolidation group. The tax liability is borne by each company as it would be if there was no consolidation. The tax savings are allocated to the parent company. The tax e! ect for the 2013 fi scal year was as follows: • consolidation gain was 70 million euros; • the tax group’s income showed a loss. As the tax consolidation agreement does not provide for the repayment to the subsidiaries of their tax loss carry-forwards if they leave the scope of consolidation, no provision has been made for the fi scal losses of subsidiaries used by the parent company.
11. RELATED PARTIES
With regard to related-party transactions, the company is not a! ected and all transactions are concluded under normal conditions.
216 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTES TO THE BALANCE SHEET
NOTE 1 – NON-CURRENT ASSETS AND DEPRECIATION AND AMORTIZATION
GROSS AMOUNTS
(in thousands of euros)
Gross value at 01/01/2013 Merger fl ow Increase Decrease
Gross value at 12/31/2013
Intangible assets 660,613 319 660,932
Property, plant and equipment 183,466 12,396 1,292 194,570
Non-current fi nancial assets 2,400,041 581,783 211,844 2,769,980
TOTAL 3,244,120 594,498 213,136 3,625,482
IMPAIRMENT AND AMORTIZATION
(in thousands of euros)
Amortization accruing
at 01/01/2013 Merger fl ow Allowances Reversals
Amortization accruing
at 12/31/2013
Intangible assets 19,227 474 19,701
Property, plant and equipment 125,632 13,586 858 138,360
Non-current fi nancial assets 428,994 291,500 12,254 708,240
TOTAL 573,853 305,560 13,112 866,301
NOTE 2 – INFORMATION ON FINANCE LEASES
No fi nance leases exist for the 2013 fi scal year.
NOTE 3 – NON-CURRENT FINANCIAL ASSETS
SHAREHOLDINGS AND OTHER STOCK
The main changes in the item “Shareholdings” are due to the following: • the creation of or subscription to increases of capital in the
following companies for a total of 398.1 million euros of which: − Bluecar® (273.2 million euros), − Blue Solutions (107 million euros), − Bluebus (8.8 million euros), − Bluely (5 million euros), − Direct Toulouse (2.1 million euros), − RT7 (1.5 million euros);
• the acquisition of shares in the following companies for a total of 114 million euros of which: − Plantations des Terres Rouges (79.8 million euros), − Havas (34.1 million euros);
• the disposal of shares in the following companies for a total of 197.2 million euros of which: − Aegis Group Plc (154.1 million euros), − Blue Solutions (43.1 million euros).
SHAREHOLDINGS AND OTHER NON-CURRENT FINANCIAL ASSETS (IMPAIRMENT AND AMORTIZATION)
The main change in the “Impairment and amortization of non-current fi nancial assets” line concerns the 273.2 million euros allowance following the subscription to the Bluecar® capital increase, partially o! set by the reversal of the current account of 170 million euros.
NOTARIZED LOAN AGREEMENT
The amount of 65 million euros corresponds to a notarized load agreement with La Congrégation des Petites Sœurs des Pauvres.
OTHER NON-CURRENT FINANCIAL ASSETS
The increase in other non-current fi nancial assets is mainly due to the following: • the 65 million euros increase in receivables from associates.
217 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 4 – STATUS OF RECEIVABLES AND DEBTS
DETAILS OF RECEIVABLES
(in thousands of euros) Gross amoun Less than 1 year More than 1 year
Of which associated companies
Non-current assets
Shareholdings 2,394,011 2,394,011
Bonds 3,000 1,000 2,000 0
Unlisted securities 2,400 2,400 2,400
Receivables from associates 303,479 6,058 297,421 303,479
Loans 66,782 80 66,702 1,700
Other non-current fi nancial assets 309 0 309 8
Current assets
Operating receivables 28,191 28,188 3 19,136
Other receivables 1,585,319 1,546,523 38,796 1,516,826
TOTAL 4,383,491 1,581,849 407,631 4,237,560
PAYABLES
(in thousands of euros) Gross amount Less than 1 year 1 to 5 years More than 5 years
Of which associated companies
Financial debts
Bonds 568,936 21,506 377,430 170,000 0
Loans from banks 964,357 357,917 461,059 145,381 0
Sundry borrowings 7,256 7,256
Operating payables
Due to suppliers 14,801 14,801 0 0 2,639
Taxes and social security contributions payable 20,125 20,125 0 0 0
Sundry payables
Current accounts 937,193 937,193 0 0 937,193
Non-current asset payables 1,562 1,562 0 0 0
Other payables 93,373 93,373 0 0 89,722
TOTAL 2,607,603 1,453,733 838,489 315,381 1,029,554
The company has centralized the management of its subsidiaries’ cash. The change in net indebtedness is as follows:
(in thousands of euros) 12/31/2013 12/31/2012
Bonds 568,936 612,988
Loans from banks 964,357 978,871
Other fi nancial liabilities 7,256 7,823
Credit balances 937,193 1,159,732
Receivables from associates (303,479) (236,359)
Loans (66,782) (70,108)
Debit balances (1,497,242) (1,954,916)
Cash (45,919) (3,317)
Investment securities (88,256) (32,634)
TOTAL 476,064 462,080
218 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 5 – ESTIMATED VALUE OF INVESTMENT SECURITIES
(in thousands of euros) Gross value Net value Estimated value
Unlisted securities 538 0 0
Listed securities 87,718 86,875 87,464
NOTE 6 – SHAREHOLDERS’ EQUITY AND VARIATIONS IN NET SITUATION
(in thousands of euros)
Share capital(1)
Share issue
premiums Legal
reserve Other
reserves
Amount carried
forward
Net income for the period
Interim dividend
Regulated provisions Total
Shareholders’ equity at 01/01/2013 429,926 376,038 40,151 2,165 598,928 198,555 (51,411) 23,351 1,617,704
Capital increase(2) 7,545 132,091 139,636
Appropriation of 2012 profi t 2,842 114,745 (198,555) 51,411 (29,557)
Changes in subsidies and regulated provisions (7,047) (7,047)
Net income for 2013 88,952 (54,347) 34,605
SHAREHOLDERS’ EQUITY ON 12/31/2013 BEFORE APPROPRIATION OF PROFIT 437,471 508,129 42,993 2,165 713,673 88,952 (54,347) 16,304 1,755,340
(1) At December 31, 2013, the share capital was divided into 27,341,966 shares with a nominal value of 16 euros. (2) The capital increases result from:
a. Payment of balance of dividends for 2012 (General Meeting of 06/05/2013); b. Squeeze-out of PTR Shares (Extraordinary General Meeting of 06/05/2013); c. Payment of interim 2013 dividend (Board of Directors of 08/30/2013).
NOTE 7 – PROVISIONS AND IMPAIRMENT
(in thousands of euros)
Amount on 12/31/2012
Merger fl ow Allowances Uses Reversals
Amount on 12/31/2013
Regulated provisions 23,351 1,048 (86) (8,009) 16,304
– provision for price increases 749 12 (86) 0 675
– extra tax-driven impairment 22,602 1,036 0 (8,009) 15,629
Provisions for contingencies and charges 27,650 7,116 (153) (476) 34,136
– provision for restructuring 20 0 0 20 0
– provision for severance pay 0 328 0 0 328
– provision for foreign exchange losses 1,131 2,491 0 (209) 3,413
– provision for long-service benefi ts 756 106 (69) 0 793
– provision for subsidiary risks 6 1,590 0 0 1,596
– provision for fi nes(1) 22,482 539 0 0 23,021
– provision for taxes 2,161 0 0 0 2,161
– other provisions 1,094 2,061 (84) (247) 2,823
Impairment and amortization 734,276 304,997 (199,147) 0 840,122
– property, plant and equipment 179 0 0 0 179
– non-current fi nancial assets 428,994 291,500(2) (12,254) 0 708,240
– inventories and work in progress 538 97 (67) 0 568
– trade receivables 11,670 189 0 0 11,859
– other receivables 291,435 13,211 (186,752) (2) 0 117,894
– investment securities 1,456 (75) 0 1,381
TOTAL 785,277 313,161 (199,386) (8,485) 890,562
(1) Of which Copigraph for 21.9 million euros, fi ne imposed by the European Community for participation in a cartel between 1992 and 1995 in the carbonless paper market, in response to which Bolloré lodged an appeal with the European Court of Justice, which is still ongoing.
(2) See note 3 – Shareholdings and other non-current fi nancial assets (Impairment and amortization).
219 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 8 – ACCRUED EXPENSES AND ACCRUED INCOME
(in thousands of euros)
Accrued expenses
Accrued interest on bond issue 12,577
Accrued interest on fi nancial debt 7,256
Trade accounts payable 4,411
Non-current asset payables 50
Taxes and social security contributions payable 14,666
Overdraft interest 1,112
Accrued income
Accrued interest on other non-current fi nancial assets 46
Trade accounts receivable 1,735
Other receivables (5)
Banks 448
NOTE 9 – OFF-BALANCE SHEET LIABILITIES (EXCLUDING FINANCE LEASES)
(in thousands of euros) 2013 2012
Commitments given
Customs and Public Treasury 186,130 186,530
Other bonds 488,211 730,431
Pledges and mortgages 18 18
Commitments received
Endorsements and bonds 0 5,000
Return to better fortune 37,476 37,476
Reciprocal or extraordinary commitments
Unused bank lines of credit 1,122,300 1,272,600
Forward currency sales 25,459 29,979
Forward currency purchases 9,414 22,480
End-of-service payments 7,259 6,780
220 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTES TO THE INCOME STATEMENT
NOTE 10 – BREAKDOWN OF REVENUE BY ACTIVITY
(in thousands of euros) 2013 2012
Brittany factories 84,375 78,595
Services provided by head o$ ce 55,143 56,460
TOTAL 139,518 135,065
BY GEOGRAPHICAL AREA
(as a %) 2013 2012
France 48.71 49.22
Europe 28.14 25.34
Americas 17.30 19.16
Africa 0.24 0.22
Other 5.61 6.06
TOTAL 100.00 100.00
NOTE 11 – NET FINANCIAL INCOME
(in thousands of euros) 2013 2012
Dividends from subsidiaries 190,395 202,243
Other earnings 8,378 5,842
Net fi nancing expenses (34,711) (44,891)
Allowances and reversals (110,225) (85,685)
TOTAL 53,837 77,509
Of which a$ liated companies: • fi nancial income: 217 million euros; • fi nancial expenditure: 41 million euros.
NOTE 12 – EXTRAORDINARY INCOME
(in thousands of euros) 2013 2012
Net allocations to regulated provisions 7,047 4,169
Income on merger 0 (67,020)
Income from sale of assets(1) 44,338 212,733
Personnel-related costs (1,215) (1,940)
Net allocations to provisions (8,270) (1,018)
Retirement benefi ts paid (545) (588)
Miscellaneous(2) (41,881) (70,774)
TOTAL (526) 75,562
(1) Of which capital gain on disposal of Aegis stock for 58 million euros in 2013 and 214 million euros in 2012. (2) Of which 37 million euros of receivables waived in 2013 and 70 million euros in 2012.
NOTE 13 – HEADCOUNT
(in number of people) 2013 2012
Management sta! 188 172
Supervisors/other employees 409 412
TOTAL 597 584
221 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
NOTE 14 – INDIVIDUAL RIGHT TO TRAINING (DIF)
The DIF system o! ers all employees the opportunity to undergo 20 hours of training each year, upon request and with the agreement of the company. The training is cumulative and has a maximum limit of 120 hours. The number of hours acquired by Bolloré personnel at December 31, 2013 was 57,053.
NOTE 15 – MANAGEMENT COMPENSATION
(in thousands of euros) 2013 2012
Directors’ fees 385 511
Other compensation 2,167 1,713
The amounts stated above are those paid by the company during the year to members of the Board of Directors and o$ cers of the company.
NOTE 16 – EFFECT OF SPECIAL TAX ASSESSMENTS
(in thousands of euros) 2013 2012
Net income for the period 88,952 198,554
Corporate income tax (33,496) (45,367)
Income before tax 55,456 153,187
Changes to regulated provisions (7,047) (4,170)
INCOME BEFORE SPECIAL TAX ASSESSMENTS 48,409 149,017
NOTE 17 – INCREASE AND DECREASE IN FUTURE TAX BURDEN
Nature of temporary di# erences (in thousands of euros) 2013 2012
A. Increase in future tax burden
Extra tax-driven impairment 15,629 22,602
Provision for price increases 675 749
Deferred expenses, conversion losses, etc. 3,737 1,249
Total tax base 20,041 24,600
Increase in future tax burden 6,680 8,200
B. Decrease in future tax burden
Paid holidays, solidarity contributions, non-deductible provisions, etc. 12,562 11,207
Conversion gains, income taxed in advance, etc. 1,826 489
Total tax base 14,388 11,696
Decrease in future tax burden 4,796 3,899
NOTE 18 – MISCELLANEOUS INFORMATION
The company’s accounts have been fully incorporated into the consolidation of the Financière de l’Odet Group.
NOTE 19 – EVENTS AFTER THE END OF THE PERIOD
On January 2, 2014, the company sold 7,002,499 shares of Imperial Mediterranean to Financière d’Audierne for 295 million euros.
222 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
FINANCIAL RESULTS OF THE COMPANY DURING THE LAST FIVE FISCAL YEARS
Items 2009 2010 2011 2012 2013
I. Financial situation at the end of the period
Share capital(1) 395,218 395,218 401,507 429,926 437,471
Number of shares issued 24,701,151 24,701,151 25,094,157 26,870,406 27,341,966
Maximum number of shares to be created
– by conversion of bonds – – – – –
– by exercising subscription rights 1,146,000 1,171,600 778,594 65,375 64,875
II. Total result of operations(1)
Turnover 110,916 125,994 140,986 135,065 139,518
Profi t before taxes, impairment, amortization and provisions 60,310 195,232 91,960 242,163 178,192
Corporate income tax(2) (38,976) (42,488) (43,876) (45,367) (33,496)
Employees’ shareholding and profi t-sharing 710 635 950 907 979
Profi t after taxes, impairment, amortization and provisions 125,474 198,152 43,539 198,555 88,952
Amount of profi ts distributed 32,111 74,103 82,265 80,968 84,423
III. Earnings from operations per share(3)
Profi t after taxes, but before impairment, amortization and provisions 4.02 9.62 5.41 10.70 7.74
Profi t after taxes, impairment, amortization and provisions 5.08 8.02 1.74 7.39 3.25
Dividend paid to each shareholder 1.30 3.00 3.30 3.10 3.10
IV. Employees
Average number of employees 595 567 583 584 597
Total payroll(1) 33,459 31,966 36,228 35,815 37,991
Total value of sta! welfare benefi ts(1) 15,215 15,098 16,352 16,744 17,254
(1) In thousands of euros. (2) In brackets: tax proceeds. (3) In euros.
223 20.4. SEPARATE FINANCIAL STATEMENTS AT DECEMBER 31, 2013
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS
For the year ended December 31, 2013
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking users. The Statutory Auditors’ report includes information specifi cally required by French law in such reports, whether modifi ed or not. This information is presented below the opinion on the fi nancial statements and includes an explanatory paragraph discussing the Auditors’ assessments of certain signifi cant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the fi nancial statements taken as a whole and not to provide separate assurance on individual account captions or on information taken outside of the fi nancial statements. This report also includes information relating to the specifi c verifi - cation of information given in the management report and in the documents addressed to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting, we hereby report to you, for the year ended December 31, 2013, on: • the audit of the accompanying fi nancial statements of Bolloré; • the justifi cation of our assessments; • the specifi c verifi cations and information required by law. These fi nancial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.
I. OPINION ON THE FINANCIAL STATEMENTS
We conducted our audit in accordance with professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the fi nancial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the fi nancial statements. We believe that the audit evidence we have obtained is su$ cient and appropriate to provide a basis for our audit opinion. In our opinion, the fi nancial statements give a true and fair view of the assets and liabilities and of the fi nancial position of the company as at December 31, 2013, and of the results of its operations for the year then ended in accordance with French accounting principles.
II. JUSTIFICATION OF OUR ASSESSMENTS
In accordance with the requirements of article L. 823-9 of the French company law (Code de commerce) relating to the justifi cation of our assessments, we bring to your attention the following matter: At each year end, your company systematically tests the valuation of merger losses and equity investment in comparison with the value in use of the related subsidiaries in accordance with the valuation methodology described in the paragraph entitled “1.1 Intangible assets” (Immobilisations incorporelles) and “1.3 Non-current fi nancial assets” (Immobilisations fi nancières) in the notes to the fi nancial statements. On the basis of the information provided, our work consisted of examining the data and assessing the assumptions used for the valuation of these values in use. These assessments were made in the context of our audit of the fi nancial statements, taken as a whole, and therefore contributed to the formation of the opinion expressed in the fi rst part of this report.
III. SPECIFIC PROCEDURES AND DISCLOSURES
We have also performed, in accordance with professional standards applicable in France, the specifi c verifi cations required by French law. We have no matters to report as to the fair presentation and the consistency with the fi nancial statements of the information given in the management report of the Board of Directors and in the documents addressed to shareholders with respect to the fi nancial position and the fi nancial statements. Concerning the information given in accordance with the requirements of article L. 225-102-1 of the French company law (Code de commerce) relating to remunerations and benefi ts received by the directors and any other commitments made in their favour, we have verifi ed its consistency with the fi nancial statements, or with the underlying information used to prepare these fi nancial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information. In accordance with French law, we have verifi ed that the required information concerning the purchase of investments and controlling interests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the management report.
Neuilly-sur-Seine and Paris, on April 30, 2014 The Statutory Auditors
French original signed by
AEG Finances Constantin Associés French member of Member of Grant Thornton International Deloitte Touche Tohmatsu Limited Jean-François Baloteaud Jean-Paul Séguret
224 20. FINANCIAL INFORMATION CONCERNING THE ISSUERS’ ASSETS AND LIABILITIES, FINANCIAL POSITION, AND RESULTS
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
20.5. DATE OF LAST FINANCIAL DISCLOSURE
The results for the 2013 fi nancial year were published on March 20, 2014. The fi nancial statements and the accompanying press release are available online at www.bollore.com.
20.6. INTERIM AND OTHER FINANCIAL INFORMATION
The 2013 half-yearly fi nancial report was published on August 30, 2013, and is available online at www.bollore.com.
20.7. DIVIDEND DISTRIBUTION POLICY
20.7.1. DISTRIBUTION OF DIVIDENDS FOR THE PAST THREE FINANCIAL YEARS
The dividends per share distributed for the last three fi nancial years, and the distributed income eligible for tax relief under article 158-2 and 3 of the French General Tax Code were as follows:
Financial year 2012 2011 2010
Number of shares 26,870,406 25,094,157 24,701,151
Dividend (in euros) 3.10(2) 3.30(1) 3.00(1)
Amount distributed (in millions of euros) 80.96 82.26 71.23
(1) The dividend distributed for 2011 and 2010 was eligible for the 40% tax allowance mentioned in article 158 of the French General Tax Code, on the understanding that this reduction is only attributable to shareholders who are natural persons, or optionally for a deduction at source pursuant to and under the terms of article 117 quater of the French General Tax Code.
(2) Dividends received after January 1, 2013 by natural persons domiciled for tax purposes in France are subject to the progressive scale of income tax, after application of a rebate of 40%, the annual fi xed rate being abolished. When they are paid, they will be subject to withholding tax at the rate of 21% and can be o! set against income tax owed for the year during which payment was made. Persons whose reference tax income for the prior year is less than a certain amount (50,000 euros for single, widowed or divorced taxpayers; 75,000 euros for taxpayers subject to joint taxation) may apply to be exempted from this withholding tax.
20.7.2. APPROPRIATION OF INCOME FOR THE PERIOD
Net income for the fi nancial year was 88,951,694.32 euros. Your Board recommends allocating distributable profi t as follows:
(in euros)
Income for the period 88,951,694.32
Retained profi t carried over 713,672,974.30
Appropriation to the legal reserve 754,496.00
Distributable profi t 801,870,172.62
Dividend
– Interim dividend(1) 54,346,532.00
– Year-end dividend(2) 29,890,592.60
Amount carried forward 717,633,048.02
(1) This interim dividend, which the Board of Directors decided to distribute on August 30, 2013, was fi xed at 2 euros per share. The shareholders could opt to receive their interim dividend payment either in cash or in new shares. The shares delivered to shareholders opting to take their interim dividend in shares took place on the same date as the payment of the cash interim dividend, i.e. October 3, 2013.
(2) The year-end dividend will amount to 1.10 euros per share, on the stipulation that on a total number of shares composing the share capital (i.e. 27,341,966), 168,700 shares issued in respect of the interim dividend payment for fi nancial year 2013 carry dividend rights as from January 1, 2014, and therefore do not open any rights to any year-end dividend in 2013.
The fi nal dividend to be distributed for the fi nancial year is thus set at 3.10 euros per 16-euro nominal share. In accordance with the law, it is stipulated that dividends received after January 1, 2013, by natural persons domiciled for tax purposes in France, are subject to the progressive scale of income tax, after application of a rebate of 40%, the annual fixed rebate being abolished. When they are paid, they will be subject to withholding tax at the rate of 21% and can be o! set against income tax owed for the year during which payment was made. Persons whose reference tax income is less than a certain amount (50,000 euros for single, widowed or divorced taxpayers; 75,000 euros for taxpayers subject to joint taxation) may apply to be exempted from this with holding tax. A proposal is made to the General Meeting convened for June 5, 2014 (fourth and fi fth resolutions) to grant each shareholder the option to receive their dividend payment either in cash or in shares, in accordance with the legal and statutory provisions. If approved, this will mean that each shareholder can opt to receive the whole of their dividend payment either in cash or in shares between June 10, 2014 and June 24, 2014. Any shareholders who have not expressed a choice by June 24, shall automatically receive their dividends in cash. Shares will be delivered to shareholders opting to take their dividends in shares on the same date as the payment of the cash dividend, i.e. June 30, 2014.
20.7.3. TIME LIMIT ON DIVIDEND ENTITLEMENT
The legal time limit after which dividend entitlement lapses is fi ve years from the date of payment. Dividends left unclaimed after this fi ve-year period will be paid to the State.
20.8. LEGAL PROCEEDINGS
Any governmental, judicial or arbitration proceedings which could have or have recently had a signifi cant e! ect on the fi nancial position or profi tability of the Group issuer are presented in 4.3 “Legal risks”.
20.9. SIGNIFICANT CHANGES IN FINANCIAL OR TRADING POSITION
There have been no changes since the last fi nancial year for which audited fi nancial statements or interim fi nancial statements have been published.
22520. FINANCIAL INFORMATION CONCERNING THE ISSUERS’ ASSETS AND LIABILITIES, FINANCIAL POSITION, AND RESULTS
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
20.10. ACQUISITIONS OF DIRECT SHAREHOLDINGS AND CONTROLLING INTERESTS
20.10.1. ACQUISITION OF DIRECT SHAREHOLDINGS
The fi gures given below relating to shareholdings are based on the highest percentage held during the year.
Company
Shareholding in 2013 Total shareholding and controlling interest
as at 12/31/2013
% of capital % of voting rights % of capital % of voting rights
Blueboat 100.00 100.00 100.00 100.00
Bluetram 100.00 100.00 100.00 100.00
Compagnie de Carantec 99.00 99.00 99.00 99.00
Compagnie de Daoulas 99.00 99.00 99.00 99.00
Compagnie de Tréboul 99.00 99.00 99.00 99.00
Direct Toulouse 97.04 97.04 97.04 97.04
Financière d’Audierne 99.00 99.00 99.00 99.00
Financière de Briec 99.00 99.00 99.00 99.00
Financière de Landivisiau 99.00 99.00 99.00 99.00
Financière de Plabennec 99.00 99.00 99.00 99.00
Financière de Plouescat 99.00 99.00 99.00 99.00
Whaller 100.00 100.00 75.00 75.00
20.10.2. ACQUISITION OF CONTROLLING INTERESTS
The fi gures given below relating to the acquisition of controlling interests are based on the highest percentage held.
Company
Indirect shareholdings acquired in 2013 Control as at 12/31/2013
% of voting rights % of voting rights
Blueboat – 100.00
Bluetram – 100.00
Compagnie de Carantec – 99.00
Compagnie de Daoulas – 99.00
Compagnie de Tréboul – 99.00
Financière d’Audierne – 99.00
Financière de Briec – 99.00
Financière de Landivisiau – 99.00
Financière de Plabennec – 99.00
Financière de Plouescat – 99.00
Havas 16(1)(2) 100.00 100.00
Insight Africa(3) 50.00 50.00
MFG R&D(1) 99.24 96.40
Petroplus Marketing France 100.00 100.00
PT Optima SCI 100.00 100.00
Whaller – 75.00
(1) It is recalled that the Bolloré Group consolidates Havas and its subsidiaries by full consolidation under IFRS 10 following the appointment of Yannick Bolloré Deputy Chief Executive O$ cer of Havas (he has since become Chairman and Chief Executive O$ cer):
i) only holds 36.22% of the share capital as at 12/31/2013 and held less than 50% of voting rights at the Havas General Meetings of Shareholders held since 2012; and ii) only has three representatives on the Board of Directors of Havas out of a total of twelve directors. (2) Not consolidated by Havas. (3) Joint control over Insight Africa by Havas Media Africa and Imperium Media.
226 20. FINANCIAL INFORMATION CONCERNING THE ISSUERS’ ASSETS AND LIABILITIES, FINANCIAL POSITION, AND RESULTS
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
20.11. DETAILS OF PAYMENT TERMS
As required by article D. 441-4 of the French company law (Code de commerce), the following table contains details, as at December 31, 2013, of the balance of trade and other payables, broken down by due date.
Due dates (D = 12/31/2013) (in thousands of euros)
Payables overdue
at year end
Maturity at
Beyond due date TotalD+15
Between D+16
and D+30
Between D+31
and D+45
Between D+46
and D+60 Beyond
D+60
Suppliers 2,997 1,613 1,607 2,670 666 597 10,150
Suppliers of non-current assets 947 376 73 104 4 6 1,510
Total payable 3,944 1,989 1,680 2,774 670 603 11,660
Invoices not received 4,472 4,472
Other 28 37 6 2 16 89
TOTAL TRADE ACCOUNTS AND OTHER ACCOUNTS PAYABLE 3,972 1,989 1,717 2,780 672 619 4,472 16,221
By way of comparison, the previous year’s balance details for trade accounts payable are given below, broken down by due date.
Due dates (D = 12/31/2012) (in thousands of euros)
Payables overdue
at year end
Maturity at
Beyond due date TotalD+15
Between D+16
and D+30
Between D+31
and D+45
Between D+46
and D+60 Beyond
D+60
Suppliers 1,801 2,038 1,593 3,712 544 0 0 9,688
Suppliers of non-current assets 653 123 44 17,134 5 53 0 18,012
Total payable 2,454 2,161 1,637 20,846 549 53 0 27,700
Invoices not received 10,817 10,817
Other 27 30 6 8 8 21 0 100
TOTAL TRADE ACCOUNTS AND OTHER ACCOUNTS PAYABLE 2,481 2,191 1,643 20,854 557 74 10,817 38,617
22721. ADDITIONAL INFORMATION
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
21.0. Non-equity securities 228
21.1. Share capital 228
21.1.1.a. Share capital amount 228
21.1.1.b. Potential share capital amount 228
21.1.2. Number, book value and nominal value of shares held by the company itself or its behalf by its subsidiaries 228
21.1.3. Amount of convertible securities, exchangeable securities or securities provided with equity warrants with details of conversion, exchange or subscription terms 228
21.1.4. Information on the conditions governing any right of acquisition and/or any obligation attached to capital subscribed for, but not paid up, or on any undertaking aimed at increasing capital 228
21.1.5. Information on share purchase or subscription options 228
21.1.6. Information on free shares 229
21.1.7. Changes in the share capital for the period covered by the historical fi nancial information 230
21.1.8. Delegations made by the General Meeting to the Board of Directors in relation to capital increases 231
21.1.9. Agreements signed by the company modifi ed or terminating in the event of change of control 231
21.2. Incorporation documents and articles of association 231
21.2.1. Corporate purpose (article 3 of the articles of association) 231
21.2.2. Summary of the provisions set out in the articles of association, the charter and the bylaws concerning members of governing and management bodies 231
21.2.3. Rights, privileges and restrictions attached to shares 232
21.2.4. Actions to be taken to modify shareholder rights 232
21.2.5. Convening of meetings and conditions for admission 232
21.2.6. Provisions of the articles of association, charter or rules that may delay, defer or prevent a change of control 232
21.2.7. Provisions of the incorporation documents, charter or rules fi xing the threshold above which any shareholding must be disclosed 232
21.2.8. Conditions of the articles of association governing changes of capital 232
21.2.9. Internal charter on the typology of agreements 232
21. ADDITIONAL INFORMATION
228 21. ADDITIONAL INFORMATION
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
21.0. NON-EQUITY SECURITIES
BONDS ISSUED BY THE COMPANY
On December 22, 2006, the Chairman and Chief Executive O$ cer, Vincent Bolloré, acting under the delegation of the Board of Directors dated December 21, 2006 issued bonds purchased by US institutional investors for a total of 123 million US dollars divided into three tranches: • tranche A, 50 million US dollars, with a fl oating rate indexed to the
Libor rate, redeemable on December 22, 2013. The fi rst tranche was repaid on December 23, 2013;
• tranche B, 40 million US dollars, with an interest rate of 6.32%, redeemable on December 22, 2016;
• tranche C, 33 million US dollars, with an interest rate of 6.42%, redeemable on December 22, 2018.
On May 24, 2011, acting in accordance with a resolution by the Board of Directors of March 15, 2011, the Chairman decided to issue a bond for a nominal total of 350,000,000 euros, represented by 3,500 bonds each with a nominal value of 100,000 euros, bearing interest at 5.375% per annum and maturing on May 26, 2016. On October 22, 2012, Vincent Bolloré, Chairman and Chief Executive Officer, pursuant to the delegation granted to him by Board of Directors on March 22, 2012, decided to issue a bond for a nominal total of 170,000,000 euros, represented by 1,700 bonds each with a nominal value of 100,000 euros, bearing interest at 4.320% per annum and maturing on October 25, 2019. On January 30, 2014, Vincent Bolloré, Chairman and Chief Executive Officer, pursuant to the delegation granted to him by Board of Directors on March 21, 2013, decided to issue a bond for a nominal total of 30,000,000 euros, represented by 300 bonds each with a nominal value of 100,000 euros, bearing interest at Euribor plus a margin of 1.75% per annum and maturing on January 31, 2019.
21.1. SHARE CAPITAL
21.1.1.a. SHARE CAPITAL AMOUNT
At December 31, 2013, the share capital totaled 437,471,456 euros, divided into 27,341,966 shares each with a nominal value of 16 euros, all of the same value and fully paid.
Place of listing
The issuer’s securities are listed on the Euronext Paris Stock Exchange Compartment A, under ISIN code FR 0000039299 (168,700 shares created in October 2013 following a distribution of interim dividend, carrying dividend rights from January 1, 2014 are listed under ISIN code FR 0011564798 BOL NV).
21.1.1.b. POTENTIAL SHARE CAPITAL AMOUNT
The total number of potential shares at December 31, 2013 was made up of 64,875 free shares awarded at December 31, 2013, i.e. potential additional capital of 1,038,000 euros.
21.1.2. NUMBER, BOOK VALUE AND NOMINAL VALUE OF SHARES HELD BY THE COMPANY ITSELF OR ON ITS BEHALF BY ITS SUBSIDIARIES
At December 31, 2013, the company’s shares held by controlled companies numbered 2,708,420. Their book value amounts to 476,132,451.23 euros and their nominal value to 43,334,720 euros. These shares do not have voting rights.
21.1.3. AMOUNT OF CONVERTIBLE SECURITIES, EXCHANGEABLE SECURITIES OR SECURITIES PROVIDED WITH EQUITY WARRANTS WITH DETAILS OF CONVERSION, EXCHANGE OR SUBSCRIPTION TERMS
None.
21.1.4. INFORMATION ON THE CONDITIONS GOVERNING ANY RIGHT OF ACQUISITION AND/OR ANY OBLIGATION ATTACHED TO CAPITAL SUBSCRIBED FOR, BUT NOT PAID UP, OR ON ANY UNDERTAKING AIMED AT INCREASING CAPITAL
None.
21.1.5. INFORMATION ON SHARE PURCHASE OR SUBSCRIPTION OPTIONS
21.1.5.1. Share purchase or subscription options granted
None.
21.1.5.2. Bolloré share subscription options authorized and not allocated
The Board of Directors does not currently have any authorization from the Extraordinary General Meeting to grant share subscription options to employees and company o$ cers of Bolloré and companies connected with Bolloré as provided for in articles L. 225-177 et seq. of the French company law (Code de commerce).
22921. ADDITIONAL INFORMATION
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
21.1.6. INFORMATION ON FREE SHARES
21.1.6.1. Free shares awarded
First award Second award
Date of General Meeting June 10, 2010
Date of Board of Directors’ meeting August 31, 2010
Total number of shares that could be granted 247,000
Total number of shares granted 61,875 34,600 27,275
Vesting period (4 years) December 8, 2010 May 21, 2012
Holding period (2 years) December 8, 2014 May 21, 2016
Number of recipients 30 27
Value of shares according to the method used for the consolidated fi nancial statements (fair value) 143 euros 136 euros
Number of shares cancelled as of December 31, 2013 500
Number of free shares as at December 31, 2013 61,375
Grant
Date of General Meeting June 6, 2010
Date of Board of Directors’ meeting October 10, 2012
Total number of shares that could be granted 3,500
Total number of shares granted 3,500
Vesting period (2 years) October 11, 2012
Holding period (2 years) October 11, 2014
Number of recipients 1
Value of shares according to the method used for the consolidated fi nancial statements (fair value) 175.87 euros
Number of free shares as at December 31, 2013 3,500
21.1.6.2. Grant of free shares authorized but not implemented
The Extraordinary General Meeting of Bolloré of June 6, 2012 authorized the Board of Directors to grant existing or future shares in the company free of charge to employees and o$ cers of the company according to legal provisions. The authorization is for thirty-eight months and the total number of shares distributed may not represent more than 10% of the capital. This authorization was partially used by the Board of Directors meeting of October 10, 2012.
230 21. ADDITIONAL INFORMATION
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
21.1.7. CHANGES IN THE SHARE CAPITAL FOR THE PERIOD COVERED BY THE HISTORICAL FINANCIAL INFORMATION
Year Operations Nominal (in euros)
Amount of change in capital (in euros)
Amount of issue premium (in euros)
Cumulative share capital
(in euros)
Cumulative number of company
shares
2005 16 368,512,944 23,032,059
2006 Remuneration of Bolloré shares (absorbed during the merger dated December 21, 2006) as part of the public exchange o! er 16 26,705,472 202,794,678 395,218,416 24,701,151
2007-2010 – 16 – – 395,218,416 24,701,151
2011 Statement on the exercise of share subscription options (as at June 30, 2011) 16 411,360 3,399,890.40 395,629,776 24,726,861
2011 Statement on the exercise of share subscription options (as at August 29, 2011) 16 1,511,904 12,495,886.56 397,141,680 24,821,355
2011 Statement on the exercise of share subscription options (as at December 31, 2011) 16 4,364,832 36,075,336.48 401,506,512 25,094,157
2012 Statement on the exercise of share subscription options (as at April 6, 2012) 16 9,779,680 80,829,055.20 411,286,192 25,705,387
2012 Remuneration in shares in Financière du Loch (absorbed at the time of merger operation of December 12, 2012) 16 18,640,304 7,624,033.94 429,926,496 26,870,406
June 2013 Capital increase further to payment of the dividend in shares 16 1,582,528 27,212,558.04 431,509,024 26,969,314
July 2013 Capital increase further to the implementation of a squeeze-out of the Plantation des Terres Rouges (PTR) shares with a prior option to exchange shares for Bolloré shares 16 3,263,232 55,008,768 434,772,256 27,173,266
October 2013 Capital increase further to payment of the interim dividend in shares 16 2,699,200 49,869,407 437,471,456 27,341,966
23121. ADDITIONAL INFORMATION
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
21.1.8. DELEGATIONS MADE BY THE GENERAL MEETING TO THE BOARD OF DIRECTORS IN RELATION TO CAPITAL INCREASES
At the time of writing this report, the Board of Directors had the following delegations of competence to increase the share capital or issue securities.
Table summarizing delegations still valid made by the General Meeting to the Board of Directors in relation to capital increases, in accordance with articles L. 225-129-1 and L. 225-129-2 (article L. 225-100, paragraph 4 of the French company law (Code de commerce)
Authorizations Date of General
Meeting resolution Duration
(expiry) Maximum amount
(in euros) Use
Issue of securities giving access to equity capital with preferential subscription rights
Extraordinary General Meeting
June 5, 2013 26 months (August 5, 2015)
Borrowing: 500,000,000 Share capital: 200,000,000 Not used
Issue of ordinary shares to be paid for by incorporation of reserves, profi ts or premiums or raising the nominal value
Extraordinary General Meeting
June 5, 2013 26 months
(August 5, 2015) 200,000,000(1) Not used
Delegation to carry out a capital increase to provide remuneration for shares contributed or securities giving access to equity
Extraordinary General Meeting
June 5, 2013 26 months (August 5, 2015) 10% of capital Not used
Delegation to issue securities giving access to equity capital providing remuneration for shares contributed in a public exchange o! ering initiated by the company
Extraordinary General Meeting
June 5, 2013
26 months (August 5, 2015) 42,992,649
Use by the Board of Directors’ meeting of June 5, 2013 within
the implementation of a squeeze-out of the PTR shares with a prior
option to exchange shares for Bolloré shares
(capital increase of 3,263,232 euros)
Capital increase reserved for employees Extraordinary General Meeting
June 5, 2013 26 months
(August 5, 2015) 1% of capital Not used
(1) Sum imputed to capital increases to be realized by issuing securities with preferential subscription rights..
21.1.9. AGREEMENTS SIGNED BY THE COMPANY MODIFIED OR TERMINATING IN THE EVENT OF CHANGE OF CONTROL
Some financing agreements can be terminated in the case of a change of control. None of the commercial agreements whose termination would have a signifi cant impact on Group activities contains any change of control clause.
21.2. INCORPORATION DOCUMENTS AND ARTICLES OF ASSOCIATION
Bolloré is a limited company (société anonyme) with a Board of Directors. Its registered o$ ce is at Odet, 29500 Ergué-Gabéric, and it is entered in the Quimper Trade and Companies Register under number 055 804 124. The company was incorporated on August 3, 1926 for a period expiring on August 2, 2025. Documents and information related to the company may be consulted at its administrative headquarters: 31-32, quai de Dion-Bouton, 92811 Puteaux Cedex.
21.2.1. CORPORATE PURPOSE (ARTICLE 3 OF THE ARTICLES OF ASSOCIATION)
The company objectives in France and in any other country are to carry out the following activities, either directly or indirectly: • the acquisition of any interests and shareholdings in any French or
foreign company by all and any means; • the industrial application of any and all technologies; • any and all forms of transportation, by sea, land or otherwise, and
any and all transport-related services, together with all related operations;
• the provision of services, advice and assistance to companies, particularly relating to fi nancial matters;
• the purchase and sale of any and all products, the acquisition, management, operation (including by lease with or without an option to purchase) or sale of any consumer goods or equipment, whether fi xed, movable or vehicular, of machines and tools, as well as of any and all land, sea and air craft;
• the acquisition and licensing of all patents, trademarks and commercial or manufacturing operations;
• and, more generally, any commercial, fi nancial, industrial, real estate or moveable property transaction whatsoever that could directly or indirectly further the company’s objectives, or any similar or connected objectives.
21.2.2. SUMMARY OF THE PROVISIONS SET OUT IN THE ARTICLES OF ASSOCIATION, THE CHARTER AND THE BYLAWS CONCERNING MEMBERS OF GOVERNING AND MANAGEMENT BODIES
The provisions related to the governing and management bodies appear in chapter III of the articles of association. The Board of Directors is made up of three to eighteen members, subject to the exemption provided by law in case of merger. Their term of o$ ce lasts three years, and the age limit for exercising their duties is fi xed at 99 years. The bylaws of the Board of Directors (approved on March 20, 2014), include a provision requiring each director to allocate 10% of the directors’ fees that he/she receives for performing his/her duties as a director to purchasing Bolloré securities until the consideration for his/her number of shares reaches the equivalent of one year of directors’ fees received. The Board of Directors elects from among its members a Chairman of the Board of Directors, a natural person who organizes the Board’s work and ensures that the directors are in a position to fulfi ll their assignments.
232 21. ADDITIONAL INFORMATION
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Regardless of the period for which they have been conferred, the Chairman’s duties end automatically at the end of the fi rst Ordinary General Meeting held after the date on which he/she reaches the age of 75. However, the Board of Directors may in this case decide to renew the Chairman’s term of o$ ce for one or two periods of two years. The Board of Directors appoints one of its members to the position of Acting Vice-Chairman, delegating to him/her in advance the functions of Chairman and Chief Executive O$ cer, which shall be automatically devolved upon him/her in the event of the death or disappearance of the Chairman. This delegation is given to the Acting Vice-Chairman for a limited period, which may not exceed the term of o$ ce of the Chairman. In the event of death, this delegation remains valid until a new Chairman is elected. During the period of replacing the Chairman, the Acting Vice-Chairman assumes all the powers of the Chairman and Chief Executive O$ cer and incurs the same responsibility as the Chairman for any acts that he/she performs. The Board may appoint from among its members one or more Vice-Chairmen responsible for chairing Board meetings if the Chairman is absent or unable to attend, if this absence is not being covered by the Acting Vice-Chairman. Failing this, the position of Chairman falls on a member of the Board specially chosen by his/her colleagues at each meeting. The Board may also appoint a secretary who may be selected from outside the members of the Board. The senior management of the company is assumed, under its responsibility either by the Chairman of the Board of Directors or by another natural person appointed by the Board of Directors, bearing the title of Chief Executive O$ cer. In the event of the death or disappearance of the Chairman, and if the latter exercises the function of senior management, the Acting Vice-Chairman takes on this function. At the proposal of the Chief Executive O$ cer, the Board of Directors may mandate one or more persons (but no more than fi ve) to assist him/her as Deputy Chief Executive O$ cer.
21.2.3. RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHED TO SHARES
Article 11 of the articles of association provides that, apart from the voting right granted to it by law, each share gives rise to entitlement to a portion, in proportion to the number and nominal value of existing shares, of the share capital, the profi ts or the proceeds of liquidation. Article 19 of the articles of association provides that the right attached to shares is proportional to the capital share that they represent and that each capital share or share entitlement confers a voting right up to its nominal value.
21.2.4. ACTIONS TO BE TAKEN TO MODIFY SHAREHOLDER RIGHTS
The company’s articles of association do not provide more restrictive provisions than the law in this area.
21.2.5. CONVENING OF MEETINGS AND CONDITIONS FOR ADMISSION
Convening
General Meetings are convened under the conditions provided by law. In accordance with the provisions of article L. 225-103 of the French company law (Code de commerce), Ordinary or Extraordinary General Meetings are called by the Board of Directors Failing this, they may also be convened by: • the Statutory Auditors; • a representative designated by the courts at the request of any
interested party in case of urgency or one or more shareholders representing at least 5% of the share capital or an association of shareholders meeting the conditions fi xed by law;
• shareholders representing a majority of capital or voting rights after a take over bid or public offer of exchange or after sale of a controlling block.
After fulfi llment of the formalities preliminary to convening, stipulated by the regulations in force, General Meetings are convened by a notice containing the indications set out by these regulations; this notice is inserted in a journal authorized to receive legal announ- cements in the department of the registered o$ ce and in the Bulletin des annonces légales obligatoires (gazette). Shareholders who have been registered in the accounts for at least one month on the date of insertion of this notice are also convened by ordinary letter, unless they have asked in good time to be convened, at their own expense, by recorded delivery letter.
Participation in Meetings
The right to participate in General Meetings is subject to accounting registration of securities on behalf of the shareholder or the intermediary entered on his behalf, on the third business day preceding the meeting at midnight, Paris time, either in the registered securities accounts held by the company or in the bearer securities accounts held by the authorized intermediary. The entry or accounting registration of securities in the bearer securities accounts held by the authorized intermediary is confi rmed by a certifi cate of participation issued by the latter. Any shareholder entitled to participate in General Meetings may be represented by their spouse, by another shareholder, by a civil partner or by any other natural or legal person of their choice or may submit a postal vote according to legal conditions.
21.2.6. PROVISIONS OF THE ARTICLES OF ASSOCIATION, CHARTER OR RULES THAT MAY DELAY, DEFER OR PREVENT A CHANGE OF CONTROL
None.
21.2.7. PROVISIONS OF THE INCORPORATION DOCUMENTS, CHARTER OR RULES FIXING THE THRESHOLD ABOVE WHICH ANY SHAREHOLDING MUST BE DISCLOSED
None.
21.2.8. CONDITIONS OF THE ARTICLES OF ASSOCIATION GOVERNING CHANGES OF CAPITAL
Changes in capital may be made under the conditions provided by law.
21.2.9. INTERNAL CHARTER ON THE TYPOLOGY OF AGREEMENTS
At its meeting of March 21, 2013, the Board of Directors convened to examine proposals related to regulated agreements as issued by the Autorité des marchés fi nanciers (AMF recommendation no. 2012-05 – Meetings of shareholders of listed companies – published on July 2, 2012), approved an internal charter for characterizing agreements and whose terms are set out below: “Internal charter characterizing agreements Within the framework of the regulations instituted by articles L. 225-38 to L. 225-43, R. 225-30 to R. 225-32, and 225-34-1 of the French company law (Code de commerce) and recommendation of the Autorité des marchés financiers no. 2012-05 - Meetings of shareholders of listed companies, published on July 2, 2012, the Board of Directors, at its meeting on March 21, 2013, decided to establish a typology of agreements which by their character and conditions, are not subject to any formality. The following are regarded as current operations concluded under normal conditions and therefore not subject to any formality: a) invoices from Bolloré SA to other Group companies related in
particular to administrative assistance or management services; b) invoices from all Group companies related to sales of assets with
a limit of 1.5 million euros per transaction; c) options or authorizations given within the framework of a Group
tax regime (tax consolidation agreement);
23325. INFORMATION ON SHAREHOLDINGS
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
d) disposals of securities of minor importance with purely adminis- trative character or disposals of securities within the framework of reclassifi cation of securities occurring between the company and natural persons or legal entities (having links with the company as defi ned in article L. 225-38 of the French Commercial Code) for up to 500,000 euros per transaction, whereby transactions relating to listed companies have to be carried out at a price corresponding to an average of the prices listed in the last twenty trading days;
e) transfers between the company and any of its directors of a number of securities equal to that set for exercising the duties of o$ cer of the company issuing the securities transferred;
f) cash management and/or loan transactions provided the transaction is carried out at the market rate with a maximum di! erential of 0.50%.”
22. MATERIAL CONTRACTS
Significant contracts concluded by the Group’s companies are mentioned in note 7 to the consolidated fi nancial statements.
23. INFORMATION PROVIDED BY THIRD PARTIES, STATEMENTS BY EXPERTS AND DECLARATIONS OF INTEREST
This document does not contain any information provided by third parties, any statements by experts or any declarations of interest, except for the Statutory Auditors’ reports.
24. DOCUMENTS ON DISPLAY
Investors and shareholders requiring further details on the Group are invited to contact: Cédric de Bailliencourt Chief Financial O$ cer Tel.: +33 (0)1 46 96 46 73 Fax: +33 (0)1 46 96 48 76
Emmanuel Fossorier Investor Relations Tel.: +33 (0)1 46 96 47 85 Fax: +33 (0)1 46 96 42 38
Annual and half-yearly reports are available on request from: Finance Department – Investor Relations Groupe Bolloré 31-32, quai de Dion-Bouton 92811 Puteaux Cedex Tel.: +33 (0)1 46 96 47 85 Fax: +33 (0)1 46 96 42 38
In addition, the Group’s website (www.bollore.com) makes it possible to consult its press releases and fi nancial details respectively under the headings “Press” and “Investors”.
25. INFORMATION ON SHAREHOLDINGS
The company’s shareholdings are presented in the table of subsidiaries and shareholdings in the annual fi nancial statements (20.4) and those of the Group are set out in note 9 “Other fi nancial assets” of the consolidated fi nancial statements (20.3).
235 APPENDIX
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Tables of correspondence between the management report
and the Bolloré registration document 236
Cross-reference table between the registration document and the annual fi nancial report 237
Cross-reference table 238
Chairman’s report on the composition of the Board of Directors and the conditions for the
preparation and organization of its work, and on the internal control and risk management
procedures implemented by the company 240
Statutory Auditors’ report, prepared in accordance with article L. 225-235 of the French
company law (Code de commerce) on the report prepared by the Chairman of the Board
of Directors of the company 248
Special report by the Statutory Auditors on regulated agreements and commitments 249
Agenda of the Ordinary General Meeting of June 5, 2014 252
Presentation of resolutions to the Ordinary General Meeting 252
Resolutions presented to the Ordinary General Meeting of June 5, 2014 254
Report by the Board of Directors to the Extraordinary General Meeting of June 5, 2014 256
Agenda of the Extraordinary General Meeting of June 5, 2014 257
Presentation of resolutions to the Extraordinary General Meeting 257
Resolutions presented to the Extraordinary General Meeting of June 5, 2014 258
APPENDIX
236 APPENDIX
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
TABLES OF CORRESPONDENCE BETWEEN THE MANAGEMENT REPORT AND THE BOLLORÉ REGISTRATION DOCUMENT
This registration document includes all the items of the company’s management report in accordance with articles L. 232-1 and R. 225-102 of the French company law (Code de commerce).
Items included in the report by the Board of Directors to be submitted to the General Meeting in accordance with articles L. 232-1-II and R. 225-102 of the French company law (Code de commerce)
Sections of registration document containing the corresponding information
Situation and activity of the company during the previous fi nancial year 6.1.
Operating results 3.; 6.1.; 9.1.
Progress made and di$ culties encountered 12.1.
Research and development activities 11.1.; 11.2.
Forecast developments in the company’s situation and future prospects 12.2.
Important events occurring between the year-end date and the date on which the report is drawn up 20.3. note 38
Body chosen to carry out the senior management of the company 14.1.1.
Objective and exhaustive analysis of developments in the company’s business, results and fi nancial position (in particular its debt position) and key non-fi nancial performance indicators (including information on environmental and personnel matters) 9.; 10.; 17.; 20.9.
Indications on the use of fi nancial instruments by the company when relevant to evaluate its assets, liabilities, fi nancial position, and losses and profi ts 10.4.; 10.5.; 20.3. note 20 and 36
Description of the main risks and uncertainties with which the company is confronted 4.
List of o$ ces or positions held by the company o$ cers 14.1.2.
Report on the status of employee shareholding (including senior managers possibly) on the last day of the fi nancial year 17.1.3.; 17.5.; 17.6.; 17.8.
Items provided for in article L. 225-211 of the French company law (Code de commerce) in the event of acquisition of shares in order to grant them to employees as profi t-sharing, or to grant stock options or to grant shares free of charge to employees and senior managers NA
Activity of subsidiaries of the company and of companies controlled by it 7.1.
Acquisitions of signifi cant stakes in companies having their head o$ ce in France or acquisition of controlling interests in such companies 20.10.
Stock disposals to adjust reciprocal shareholdings NA
Information related to the breakdown of share capital and treasury shares 18.1.
Operations by companies in which the company holds a majority interest or subscription of shares as stock options 17.4.2.b.
Amount of dividends distributed over the last three fi nancial years and amount eligible for tax relief 20.7.1.
Compensation and benefi ts in kind of each of the company o$ cers 15.
Changes in the presentation of the separate fi nancial statements 20.3. note 1
Injunctions or fi nancial penalties for antitrust practices 4.3.; 20.8.
Information on the way in which the company takes into account the social and environmental consequences of its activity 4.2.; 17.1.2.; 17.1.3.
Information on the risks run in the event of changes in interest rates, exchange rates or share prices 4.1.; 4.2.; 20.3. note 36
IItems provided for in article L. 225-211 of the French company law (Code de commerce) in the event of transactions made by the company on its own shares (share buyback scheme) NA
Items used in calculating and results of the adjustment of bases of conversion and the terms for subscribing or exercising securities giving equity ownership or to subscription or purchase options on stock 17.4.2.; 20.3. note 19
237 APPENDIX
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Items included in the report by the Board of Directors to be submitted to the General Meeting in accordance with articles L. 232-1-II and R. 225-102 of the French company law (Code de commerce)
Sections of registration document containing the corresponding information
Stock transactions carried out by senior managers and persons closely associated with them 17.7.
Information likely to have an impact in the event of a public o! ering
– the structure of the Company’s capital stock 18.1.; 18.3.; 21.1.
– restrictions per the corporate bylaws on exercising voting rights and transfers of shares, or contractual provisions brought to the attention of the company in accordance with article L. 233-11 of the French company law (Code de commerce) 14.1.1.; 18.4.; 21.2.3.; 21.2.4.
– direct or indirect ownership interests in equity of which the company is aware by virtue of articles L. 233-7 and L. 233-12 of the French company law (Code de commerce) 18.1.
– holders of shares with special controlling rights and their description 18.2.; 21.2.3.
– control mechanisms provided in employee shareholding systems, and agreements between shareholders of which the company is aware and that may lead to restrictions on the transfer of shares and the exercise of voting rights (shareholders’ agreements). 18.4.; 21.2.4.; 21.2.6.
– rules applicable to the appointment and replacement of members of the Board of Directors and amendment of the articles of association 14.1.1.; 16.; 21.2.2.
– powers of the Board of Directors, particularly issuing or buying back shares NA
– agreements signed by the company modifi ed or terminating in the event of change of control 21.1.9.
– agreements providing for indemnities for members of the Board of Directors or employees if they resign or are dismissed without genuine and serious grounds or if their employment is terminated due to a public o! ering 16.4.; 20.3. note 33
Details on payment terms provided for in article L. 441-6-1 of the French company law (Code de commerce) 20.11.
Table showing company results for the last fi ve years 20.4.; p. 222
Table and report on delegations relating to capital increases 21.1.8.
Report by the Chairman of the Board of Directors Appendix
NA : not applicable.
CROSS-REFERENCE TABLE BETWEEN THE REGISTRATION DOCUMENT AND THE ANNUAL FINANCIAL REPORT
Separate fi nancial statements 20.4. p. 205
Consolidated fi nancial statements 20.3. p. 125
Independent Auditors’ report on the separate fi nancial statements 20.4. p. 223
Independent Auditors’ report on the consolidated fi nancial statements 20.3. p. 204
Management report Appendix p. 236
Independent Auditors’ fees 20.3. p. 193
Chairman’s report on the composition, preparation conditions and organization of the work of the Board and on the internal control and risk management procedures implemented by the company Appendix p. 240
Independent Auditors’ opinion on the Chairman’s report Appendix p. 248
NA : not applicable.
238 APPENDIX
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CROSS-REFERENCE TABLE
Heading Pages
1. Persons responsible 48
2. Statutory Auditors 48
3. Selected fi nancial information 6; 7; 9; 49
4. Risk factors 50
5. Information about the issuer
5.1. History and development of the company 55; 231
5.1.1. Legal name and commercial name of the issuer 55
5.1.2. Place of registration and registration number of the issuer 55; 231
5.1.3. Date of incorporation and duration of the issuer 55; 231
5.1.4. Registered o$ ce and legal form 55; 231
5.1.5. Signifi cant events in the development of the issuer’s business 56
5.2. Investments 58
5.2.1. Investments made during the reporting periods 58
5.2.2. Current investments 59
5.2.3. Planned investments 59
6. Business overview
6.1. Main businesses 3, 12, 35; 13-34-60-63
6.2. Principal markets 7; 10; 12-35; 64
6.3. Extraordinary events 65
6.4. Potential dependency 65
6.5. The basis for any statements made by the issuer regarding its competitive position 65
7. Organization chart
7.1. Brief description of the Group 3; 8; 66; 67
7.2. List of signifi cant subsidiaries 67
8. Property, plants and equipment 67
9. Financial and operating income review
9.1. Financial position 68
9.2. Operating income 69
10. Liquidity and capital resources
10.1. Issuer’s capital stock 69
10.2. Cash fl ow statement 69; 130; 158; 173
10.3. Information on the borrowing requirements and fi nance structure of the issuer 69; 181-185; 168-171
10.4. Information regarding any restrictions on the use of capital 69
10.5. Anticipated sources of funds 60-63; 69
11. Research and development, patents and licenses 70
12. Trend information
12.1. Main trends 71
12.2. Known trend or event liable to a! ect the issuer’s outlook for the current reporting period 71
13. Profi t forecasts and estimates 72
14. Corporate governance, management and supervisory bodies, and senior executives
14.1. Administrative and management bodies 72-87
14.2. Confl icts of interest 87
239 APPENDIX
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Heading Pages
15. Compensation and benefi ts
15.1. Compensation paid 88; 180
15.2. Retirement and other benefi ts 88; 180
16. Functioning of the board and management
16.1. End date of current terms of o$ ce 93; 73-87
16.2. Service contracts binding members of administrative, management or supervisory bodies 93
16.3. Audit Committee and Compensation Committee 93
16.4. Corporate governance in e! ect in France 93-94
17. Employees
17.1. Number of employees 95
17.2. Employee profi t-sharing and stock options 117-119; 130-134; 228-230
17.3. Employee ownership of the company’s capital stock 98
18. Major shareholders
18.1. Shareholders owning more than 5% of the equity or voting rights 122
18.2. Di! erent voting rights 122
18.3. Issuer’s control 122
18.4. Agreements pertaining to a change of control 123
19. Related-party transactions 123
20. Financial information concerning the issuers’ assets and liabilities, fi nancial position, and results
20.1. Information incorporated by reference 123
20.2. Pro forma fi nancial information 123
20.3. Financial statements 125-203
20.4. Verifi cation of the historical yearly fi nancial information 205; 222
20.5. Date of last fi nancial disclosure 224
20.6. Interim and other fi nancial information 224
20.7. Dividend distribution policy 224
20.8. Legal action and arbitration 224
20.9. Signifi cant changes in fi nancial or market position 224
21. Additional information
21.1. Capital stock 228-231
21.2. Incorporation documents and articles of association 231-233
22. Material contracts 233
23. Information provided by third parties, statements by experts and declarations of interest 233
24. Documents on display 233
25. Information on shareholdings 233
240 APPENDIX
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
CHAIRMAN’S REPORT ON THE COMPOSITION OF THE BOARD OF DIRECTORS AND THE CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF ITS WORK, AND ON THE INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE COMPANY
In application of article L. 225-37 of the French company law (Code de commerce), the Chairman of the Board of Directors reports to shareholders in this report, which was approved by the Board meeting held on March 20, 2014, (i) on the composition “of the Board and the application of the principle of the balanced representation of men and women on the Board”, and conditions for the preparation and organization of its work, (ii) the corporate governance information, (iii) the conditions related to shareholders’ attendance at the General Meeting and (iv to ix) the internal control and risk management procedures implemented by the company. The elements used for the preparation of this report are based on interviews and meetings with management of the various operational divisions and central departments of the Group. In particular, this work was conducted by the Group’s Legal A! airs and Internal Audit Departments, under the supervision and coordination of the Finance Department and the Financial Communications Department. The Group’s internal control rules apply to companies within the fi nancial statement scope of consolidation according to full or propor- tional consolidation methods.
I – COMPOSITION OF THE BOARD OR DIRECTORS AND CONDITIONS FOR THE PREPARATION AND ORGANIZATION OF ITS WORK
COMPOSITION OF THE BOARD OF DIRECTORS
In accordance with statutory provisions, the directors are appointed by the Ordinary General Meeting and the Board may, under the conditions laid down by law, make temporary appointments. The Board must comprise at least three and at most eighteen members, subject to the waiver provided for by law in the event of a merger. Their term of o$ ce is three years and they may be re-elected. The Board is comprised of thirteen members: Vincent Bolloré (Chairman and Chief Executive O$ cer), Cyrille Bolloré (Acting Chief Executive Officer, Acting Vice-Chairman), Yannick Bolloré (Vice-Chairman), Cédric de Bailliencourt (Vice-Chairman), Bolloré Participations (represented by Gilles Alix), Marie Bolloré, Sébastien Bolloré, Hubert Fabri, Sébastien Picciotto, Olivier Roussel, Michel Roussin, Martine Studer and François Thomazeau. The Board of Directors, which counts two women among its members, thus complies with the timetable set by the law of January 27, 2011, on balanced representation of women and men on Boards of Directors and supervisory boards and on professional equality. In this respect and as part of its review of the balance of its composition, the Board decided, at its meeting of March 20, 2014, to ask the General Meeting of June 5, 2014 to appoint a female director in order to increase the representation of women on the Board in accordance with the timetable set by law. In accordance with the legal and regulatory provisions in force, full details of the members of the Board are available in the registration document. Of the thirteen members of the Board and in accordance with the independence criteria used by the Board at its meeting of March 21, 2013 and confi rmed at its meeting of March 20, 2014, Hubert Fabri, Sébastien Picciotto, Olivier Roussel, Martine Studer and François Thomazeau are considered independent.
POWERS OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER
The Board of Directors, at its meeting on June 5, 2013, decided not to separate the functions of Chairman and Chief Executive O$ cer and renewed Vincent Bolloré’s term of o$ ce. This is because this method of governance is particularly suited to the company’s specifi cs and its shareholder structure. It also enables an e$ cient response in decision-making processes and speed when managing and developing the company’s activities. The Chairman and Chief Executive O$ cer has the widest powers to act under all circumstances on behalf of the company, observing the prerogatives of the various corporate bodies. No limit is imposed on the Chairman’s powers. Nevertheless, the Chairman shall submit all operations of genuine strategic importance to the Board’s approval.
POWERS OF THE ACTING CHIEF EXECUTIVE OFFICER
At its meeting of June 5, 2013, the Board of Directors decided, on the proposal of the Chief Executive O$ cer, to appoint Cyrille Bolloré as Acting Chief Executive O$ cer. In accordance with article L. 225-56 of the French company law (Code de commerce), the Acting Chief Executive O$ cer has the same powers as the Chief Executive O$ cer, with regard to third parties.
POWERS OF THE ACTING VICE-CHAIRMAN
At its meeting of June 5, 2013, the Board of Directors confi rmed Cyrille Bolloré as Acting Vice-Chairman. In accordance with the provisions of article 12.4 of the articles of association, the Acting Vice-Chairman shall assume all the powers of the Chairman and Chief Executive O$ cer in the event of the death or disappearance of the Chairman, and shall do so for a limited period which may not exceed the term of o$ ce of the Chairman. In the event of death, this delegation shall remain valid until a new Chairman is elected.
POWERS OF THE VICE-CHAIRMEN
At its meeting of June 5, 2013, the Board of Directors appointed Yannick Bolloré as Vice-Chairman and extended Cédric de Bailliencourt’s term as Vice-Chairman. The Vice-Chairmen may be required to chair the meetings of the Boards of Directors and the General Meetings under the circum- stances specifi ed in the provisions of the articles of association.
MEETINGS OF THE BOARD OF DIRECTORS
In accordance with article 13 of the articles of association, the directors may be called to Board meetings by any means, at either the registered o$ ce or any other place. Meetings are convened by the Chairman or the Acting Vice-Chairman. The Board will validly deliberate only if at least half of its members are present. Decisions are taken on a majority of members present or represented, the Chairman having the casting vote in the event of a tie. In order to enable as many Directors as possible to attend the Board meetings: • the provisional meeting dates will be set several months in advance
and any changes to the date will be made following consultation to enable as many directors as possible to attend;
• the bylaws of the Board of Directors authorize, with the exception of the operations laid down in articles L. 232-1 (preparation of the separate financial statements and management report) and L. 233-16 (preparation of Group consolidated fi nancial statements and management report), participation in Board deliberations by videoconference.
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DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors decides on the overall direction of the company’s activities, supervises the carrying out of its activities, decides on whether the offices of Chief Executive Officer and Chairman of the Board can be held concurrently, and approves the Chairman’s draft report. Subject to the powers expressly attributed to the General Meeting, and within the scope of the company purpose, it deals with all matters a! ecting the proper and successful running of the company, and its resolutions govern those matters that come within its scope. It also makes such controls and checks as it deems fi t when reviewing and approving the fi nancial statements.
ORGANIZATION OF THE WORK OF THE BOARD OF DIRECTORS
Two weeks before the Board meets, a convening notice is sent to each director together with a draft of the minutes of the previous meeting, so that they can make any comments on the draft before the actual Board meeting. This allows the Board meeting to be devoted to discussing the agenda. For each Board meeting, a complete report setting forth each of the items on the agenda is submitted to all the directors, who may request any other information that they consider useful. Discussions are conducted with the constant aim of encouraging an exchange between all the directors on the basis of complete information, and with careful attention to keeping the discussion focused on the important issues, especially those of a strategic nature. Over the fi nancial year, the Board met three times and was called upon to give its opinion on points which included the following:
Meeting of March 21, 2013 (attendance rate: 95%):
• activities and results; • examination of the separate and consolidated fi nancial statements
for the 2012 fi nancial year; • restructuring operations. Implementation by Bolloré of a
squeeze-out of Plantations des Terres Rouges (PTR) shares preceded by the o! er of a share swap for Bolloré shares;
• planning documents; • establishment of an Audit Committee; • approval of the Chairman’s report on internal control; • company policy in relation to professional and pay equality; • examination of proposals related to regulated agreements as issued
by the AMF; • agreements submitted in accordance with the provisions of article
L. 225-38 et seq. of the French company law (Code de commerce); • convening of an Ordinary General Meeting; • convening of an Extraordinary General Meeting.
Meeting of June 5, 2013 (attendance rate: 85%):
• procedures for performing senior management duties; • appointment of an Acting Chief Executive O$ cer; • renewal of the term of o$ ce of the Acting Vice-Chairman; • terms of o$ ce of the Vice-Chairmen; • decision to use the delegation of authority granted by the
Extraordinary General Meeting to remunerate the Plantations des Terres Rouges (PTR) securities contributed in connection with the o! er of a share swap prior to the squeeze-out.
Meeting of August 30, 2013 (attendance rate: 85%):
• consolidated fi nancial statements at June 30, 2013; • planning documents; • distribution of an interim dividend; • presentation of the plan to list the shares of Blue Solutions on the
NYSE Euronext regulated market; • agreements governed by article L. 225-38 of the French company
law (Code de commerce); • evaluation of the Board’s operation and working methods.
EVALUATION OF THE BOARD’S OPERATION AND WORKING METHODS
At its meeting held on August 30, 2013, the Board of Directors was called upon to conduct an assessment of its own operation and working methods. This was done with three objectives in mind: • to review the Board’s working arrangements; • to check that important issues are properly documented and
discussed; • to assess the actual contributions made by each member to the
Board’s work, in line with their areas of competence and involvement in the deliberations.
The method used, as in preceding years, is that of self-assessment. Concerning the results of the assessment, the directors approved the Board’s methods of operation. As regards preparations for discussing important issues, the Board members considered that they had all the information needed to understand the Group’s missions and strategic objectives, and that they had access to any additional documents needed to examine items under consideration. The Board members stressed the quality of the available information and that of the responses provided by the management team. They were thus able to have productive discussions and make informed decisions. The Board members considered that the information provided was always adapted to the complexity of the matter under consideration, thus facilitating both discussion and decision-making. The Board’s composition allows a combination of recognized qualities including industrial, fi nancial, accounting and banking skills and experience, and their ongoing expression, particularly in relation to the analysis of fi nancial information, which contributes greatly to the high quality of discussions and decision-making. The General Meeting of June 5, 2013, having noted the decisions of Denis Kesser, Jean-Paul Parayre and Claude Juimo Siewe Monthé not to seek re-appointment, thus renewed the terms of o$ ce of Vincent Bolloré, Cyrille Bolloré, Cédric de Bailliencourt, Yannick Bolloré, Olivier Roussel and François Thomazeau.
THE AUDIT COMMITTE
At its meeting of March 21, 2013, the Board of Directors decided to set up an Audit Committee within Bolloré. This Committee’s duties, as defi ned by law, had previously been performed, in accordance with article L. 823-20-1 of the French company law (Code de commerce), by the Audit Committee of Financière de l’Odet, the controlling company. The bylaws prepared by the Audit Committee were approved by the Board of Directors at its meeting of August 30, 2013. The Audit Committee consists of four independent directors: • François Thomazeau, Chairman; • Sébastien Picciotto, Committee Member; • Olivier Roussel, Committee Member; • Martine Studer, Committee Member. The Audit Committee is tasked with monitoring: • the process for drawing up fi nancial information by examining the
draft annual and half-yearly separate and consolidated fi nancial statements before their presentation to the Board of Directors and examination of compliance with stock-exchange regulations;
• the effectiveness of the internal control and risk management systems by examining, with the assistance of internal audit, the internal control systems, the reliability of systems and procedures and the relevance of procedures for analyzing and monitoring risk;
• statutory control of the separate fi nancial statements and, as the case may be, the consolidated fi nancial statements by the Statutory Auditors;
• the independence of the Statutory Auditors by examination of the risks a! ecting such independence and safeguarding measures taken to limit risks.
It is also responsible for: • issuing a recommendation on the Statutory Auditors proposed for
appointment by the General Meeting or the body performing a similar role;
• reporting regularly to the Board of Directors on the exercise of its duties and immediately informing it of any di$ culties encountered.
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During the course of the 2013 fi nancial year, Bolloré’s Audit Committee met on August 28, 2013, and it considered the following points in particular: • presentation of earnings for the fi rst half of 2013; • summary of the work carried out by the Statutory Auditors on the
consolidated fi nancial statements as at June 30, 2013; • signifi cant estimates; • current accounting and regulatory issues; • monitoring of Group internal audit activities and presentation of the
level of internal control of audited entities at the end of August 2013. Financière de l’Odet’s Audit Committee (acting as Bolloré’s Audit Committee by virtue of the legal exemption from the legal provisions of the French company law (Code de commerce), at its meeting of March 18, 2013, considered the following points: • presentation of Financière de l’Odet’s and Bolloré’s earnings for
2012; • summary of the work carried out by the Statutory Auditors on the
consolidated fi nancial statements as at December 31, 2012; • monitoring of Group internal audit activities and presentation of the
level of internal control of audited entities at the end of 2012.
THE COMPENSATION AND APPOINTMENTS COMMITTEE
At its meeting of March 20, 2014, the Board of Directors set up a Compensation and Appointments Committee consisting of three members: • Martine Studer, Chairman; • Gilles Alix, Committee Member; • Olivier Roussel, Committee Member, appointed for the duration of their respective terms of o$ ce as directors.
The bylaws of the Compensation and Appointments Committee setting out the Committee’s remit and methods of operation will be submitted to the Board of Directors for approval.
COMPENSATION OF COMPANY OFFICERS
The company has not introduced golden parachutes or awarded additional pension plans to its o$ cers. The Ordinary General Meeting held on June 9, 2011 set the overall amount of directors’ fees at 550,000 euros until any further resolution of the General Meeting. The Board meeting held on August 30, 2013 decided to continue the previous distribution conditions, i.e. by proportions equal to the pro rata of the period during which the Board members exercised their functions. Furthermore, each director who is also a member of the Audit Committee will receive, for each fi scal year, an additional 10,000 euros payable from the overall amount of directors’ fees. The meeting of the Board of Directors of August 31, 2010 resolved that for any grant of free shares to executive o$ cers of the company: • the vesting of free shares shall be subject to performance conditions
that must be decided by an ad hoc committee comprised of three members appointed by the Board;
• the executive o$ cer shall be required to hold registered in his/her name until he/she leaves o$ ce, a number of securities equal to 5% of the quantity of free shares granted;
• the executive o$ cer must, once the shares have vested, acquire a specifi ed proportion (i.e. 1%) of the free shares granted.
II – CORPORATE GOVERNANCE INFORMATION
At its meeting of March 20, 2014, the Bolloré company’s Board of Directors was called upon to consider the new provisions of the Code of Corporate Governance, as revised in June 2013, and confi rmed that the company would continue to refer to this Code. This Code of Corporate Governance may be viewed online at www.medef.fr. The following code provisions have been set aside:
Afep-Medef Code recommendations set aside Bolloré practices – Reasons given
Criteria of independence of the directors Afep-Medef takes the view that a director is not independent if he or she has held o$ ce for more than twelve years.
The same applies if the director holds a position in a subsidiary company.
The length of service criterion of twelve years is set aside since the term of a director’s duties does not as such call his independence into question. Irrespective of the term of the director’s duties, the Board of Directors values the personal qualities, experience, and industrial and fi nancial expertise enabling the director to give useful opinions and advice through exchanges in which each director can express his or her position. Moreover, the Board considers that the length of service improves understanding of the Group, its history and its di! erent business lines within a Group comprising many very technical business lines on an international scale. The perfect understanding of the Group by a director through his length of service is a major asset and not a confl ict of interest source with the company, particularly when examining the overall strategy of the Group. Acting as a director in another company within the Group does not call a director’s independence into question.
The Group is complex and diversifi ed and directors can be appointed to Boards of other companies within the Group in order to gain better knowledge about the business activities.
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III – TERMS OF ATTENDANCE OF SHAREHOLDERS AT GENERAL MEETINGS
In accordance with the provisions of article 19 of the articles of association, all shareholders are entitled to attend General Meetings and to participate in the deliberations, personally or by proxy, irrespective of the number of shares that they possess, by simply presenting identifi cation and completing the legal formalities. Any shareholder may vote by post in accordance with the legal and regulatory conditions.
IV – INFORMATION PROVIDED FOR BY ARTICLE L. 225-100-3 OF THE FRENCH COMPANY LAW (CODE DE COMMERCE)
The information provided for by article L. 225-100-3 of the French company law (Code de commerce) is available in the registration document.
V – DEFINITION AND OBJECTIVES OF RISK MANAGEMENT AND INTERNAL CONTROL
Bolloré Group risk management and internal control are based on the AMF’s Reference Framework published in January 2007 and supple- mented in 2010.
ORGANIZATION OF INTERNAL CONTROL
In accordance with the AMF’s reference framework defi nition, internal control is a system within the company, defi ned and implemented under its own responsibility, with the aim of ensuring: • compliance with legislation and regulations; • application of instructions given and strategies set by senior
management; • the proper functioning of the company’s internal processes,
particularly those helping to safeguard its assets; • reliable fi nancial reporting and, generally, helping it to carry out its
business e! ectively and use its resources e$ ciently. Under this framework, internal control covers the following elements: • an organization including a clear defi nition of responsibilities, having
adequate resources and skills and using appropriate information systems, operating procedures or methods, tools or practices;
• the internal distribution of relevant and reliable information, knowledge of which enables each person to carry out his or her duties;
• a risk management system intended to list, analyze and tackle the main identifi able risks with regard to the company’s objectives and to ensure that procedures are in place to manage these risks;
• audit activities proportionate to the issues involved in each process and designed to ensure that all necessary measures are taken to manage risks that may a! ect the achievement of objectives;
• operation and permanent monitoring of the internal control system and regular examination to ensure that it is functioning correctly.
As indicated in the frame of reference, however, no matter how well designed and applied it is, the internal control system cannot absolutely guarantee that the company will achieve its objectives. In the description that follows, “Bolloré Group” covers the parent company and the consolidated subsidiaries. This description of the internal control system was made from the frame of reference devised by the working group led under the aegis of the AMF, supplemented by its application guide. The principles and key points contained in this guide are followed where they are applicable.
GENERAL CONTEXT OF INTERNAL CONTROL: A CONTROL SYSTEM ADAPTED TO THE SPECIFIC NATURE OF THE GROUP’S ORGANIZATION
The Group’s internal control system is based on the following principles:
Separation of functions
In order to guarantee the independence of the control function, the operational and finance departments have been systematically separated at every level within the Group. Each entity’s fi nance department is responsible for ensuring that fi nancial information is complete and reliable. All this information is regularly forwarded to senior management and the central departments (human resources, legal, fi nance, etc.).
Independence and responsibility of subsidiaries
The Group is organized into operational divisions which, owing to the diversity of their activities, have considerable scope to manage their own a! airs. They are responsible for: • specifying and implementing an internal control system suited to
their specifi c situation and features; • optimizing their operational and fi nancial performance levels; • safeguarding their own assets; and • managing their own risks. This system of delegated responsibility ensures that the various entities’ practices comply with the legal and regulatory framework in force in the countries where they are established.
Joint support and audits of all Group companies
The Group establishes a reference set of accounting, fi nancial and control procedures that must be followed; operational divisions can access these directly via the intranet. The internal audit division regularly assesses the control system in place in each entity and makes the most appropriate proposals for their development.
Human resources policy favoring a good internal audit environment
The human resources policy contributes to the enhancement of an e! ective internal control environment as a result of job descriptions and an appraisal system based particularly on annual reviews and regular training programs.
INTERNAL DISTRIBUTION OF RELEVANT INFORMATION
LEGAL AND REGULATORY COMPLIANCE OF PRACTICES
The Group’s functional divisions enable it: • to keep abreast of the various regulations and legislation that apply
to it; • to be advised, in good time, of any changes to them; • to incorporate these provisions into its internal procedures; and • to keep its sta! informed and properly trained to comply with the
rules and legislation concerning them.
APPLICATION OF THE INSTRUCTIONS AND DIRECTIONS SET BY THE GROUP’S SENIOR MANAGEMENT
Senior management sets the Group’s targets and overall directions, ensuring that all sta! are informed of them.
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In this respect, the Group’s budget formation process involves strict undertakings by the entities with respect to senior management: • during the fourth quarter of the year, each operational division
prepares a budget on the basis of the overall directions set by senior management; the budget gives a breakdown of forecast profi ts and cash fl ow, as well as the main indicators for measuring operational performance levels;
• once approved by senior management, this budget, broken down into months, serves as the reference for budgetary control. The discrepancies between this budget’s forecasted fi gures and the monthly results are analyzed each month at results committee meetings attended by the Group’s senior management, the divisional management and the Group’s functional departments (human resources, legal, fi nance).
THE PROPER FUNCTIONING OF THE COMPANY’S INTERNAL PROCESSES, PARTICULARLY THOSE HELPING TO SAFEGUARD ITS ASSETS
The Information Systems Department has introduced safety and security procedures for ensuring the quality and security of the Group’s operations, even in the event of major di$ culties. The process of monitoring all capital expenditure, conducted jointly by the purchasing, management control and insurance divisions, contributes to keeping a close watch over the Group’s tangible assets and safeguarding their operational availability through appropriate insurance cover. Although devolved to the various operating divisions, client accounts are nonetheless subject to monthly reporting to the Group’s Finance Department, which is responsible for listing the main client default risks and taking remedial action along with the divisions. The Group’s cash fl ow is monitored by: • daily notifi cation of the divisions’ cash fl ow fi gures; • monthly updates to the Group’s cash fl ow forecasts; • optimization of exchange rate and interest rate risks (studied by the
Risk Management Committee, which meets quarterly under the authority of the Finance Department);
• the availability of short-, medium- or long-term credit from fi nancial partners.
RELIABLE FINANCIAL REPORTING
Procedure for preparing the consolidated fi nancial statements
The consolidated fi nancial statements are prepared every half-year; they are verifi ed by the Statutory Auditors in a limited examination at June 30 and a full audit at December 31, covering the separate fi nancial statements and the consolidated fi nancial statements of all entities within the scope of consolidation. They are published once they have been approved by the Board of Directors. The Group relies on the following elements for consolidating its fi nancial statements: • the Group’s consolidation department, which ensures the standard-
ization and monitoring of bookkeeping in all companies within the parent company’s scope of consolidation;
• strict adherence to accounting standards linked to the consolidation operations;
• the use of a recognized IT tool, developed in 2005 to keep the Group abreast of new information transmission technology and to guarantee secure procedures for reporting information and standardized presentation of the accounting aggregates;
• decentralization of a portion of the consolidation restatements at operational division or company level, allowing the accounting treatment to be positioned as closely as possible to the operational fl ows.
Financial reporting process
The Group’s Cash and Management Control Departments organize and monitor the reporting of monthly financial information and indicators from the divisions and, in particular, their income statements and net indebtedness reports. Within each division, the fi nancial reporting details are validated by its senior management and forwarded by its Finance Department. The fi gures are submitted in a standardized format that complies with the rules and standards for consolidation, making it easier to crosscheck against the items in the half-yearly and annual consol- idated fi nancial statements. Specifi c reports for each of these are forwarded to the Group’s senior management. The monthly fi nancial reports are supplemented by budget reviews throughout the year, which updates the year’s targets in accordance with the latest fi gures.
Risk management systems
In accordance with the AMF’s reference framework defi nition, risk management is a dynamic system, defi ned and implemented under the company’s responsibility, which assists the company to: • create and preserve the company’s value, assets and reputation; • secure decision-making and corporate processes to facilitate the
achievement of company objectives; • promote consistency between the company’s actions and its values; • unite company employees behind a shared vision of the main risks. Under this framework, risk management covers the following elements: • an organizational framework that defi nes roles and responsibilities,
a risk management policy and an information system that allows risk information to be disseminated internally;
• a three-stage risk management process: risk identifi cation, risk analysis and risk management;
• continuous supervision of the risk management system with regular monitoring and review.
CONTROL ACTIVITIES RELATED TO THESE RISKS
RISK MANAGEMENT
Litigation and risks are monitored by each division. The Legal Department and the Insurance Department, for managing claims, also provide assistance in all major disputes, as well as on every draft contract of major fi nancial signifi cance. Finally, risk management methods are subject to regular in-depth reviews by the Risk Management Committee. The main risks to which the Group is subject are set out in the “Risk factors” chapter of the registration document. Given the diversity of the Group’s activities, risk management is centered on the following main categories:
Main risks concerning the Group
Certain fi nancial risks are liable to impact the Group’s overall earnings:
Risk associated with listed shares The value of unconsolidated companies is regularly monitored under the aegis of the Group’s Finance Department. In addition, the value of these securities is assessed on the basis of the most recent share prices at the reporting date.
Liquidity risk Centralized cash management has been put in place. This is placed under the responsibility of the Group’s Cash Department, which ensures that its activities are correctly fi nanced, particularly through diversified sources of finance by calling on the bond market,
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the banking market, and organizations such as the European Investment Bank. A debt ratio and a ratio concerning the Group’s capacity to service its debt are regularly monitored, since certain loans contain an early repayment clause based on compliance with these ratios.
Interest rate risk The methods for hedging interest rate risks decided by the Group’s senior management are detailed in the notes to the consolidated fi nancial statements.
Risks specifi c to activities
Given the diversity of sectors and geographical locations of the Group, certain risks may impact any given activity or geographical zone without a! ecting the Group’s overall fi nancial situation:
Operational risks Each Group division is responsible for managing the industrial, environmental, market, and compliance risks with which it is confronted. The type of risks and the associated management methods are regularly analyzed by each divisional management. In addition, the recoverable value of goodwill and other assets, as well as long-term contracts, are monitored at division level, and tests are carried out at Group level. They are also supervised by the Group’s Risk Committee and Insurance Department.
Raw materials risk Energy (oil), Plantations (palm oil and rubber) and Batteries (lithium) are the Group’s sectors sensitive to changes in raw material prices. In the Oil Logistics division, which is the most exposed to this risk, changes in product prices are passed on to customers and this division’s management systematically makes forward purchases and sales of products to back physical operations. In the Plantations division, the expertise of the operational teams and their extensive knowledge of the markets makes it possible to limit the unfavorable impacts of any change in the prices of rubber and palm oil. With this in mind, hedging operations (forward purchases or sales of raw materials) are conducted to reduce the raw materials risk. In the Batteries division, developing lithium-metal-polymer (LMP®) technology is heavily dependent on supplies of lithium. The Group has therefore concluded partnerships with various sector industri- alists to limit this risk and safeguard the supply of the quantities of the product needed to make its batteries.
Credit risk Working capital requirements are monitored monthly by the Group’s Cash Department. Moreover, in the Group’s main divisions, credit risk management is the responsibility of a credit manager. Recourse to credit insurance is preferred and, when credit is not covered by insurance, the granting of credit is decided at the most appropriate level of authority. Finally, trade receivables are regularly monitored at both Group and division level and are written o! case by case when this is deemed necessary.
Currency risk The Group hedges its main foreign currency transactions. Hedging management is centralized at Group level for France and Europe. The net commercial position is hedged by the Group’s Cash Department by forward buying or selling of currencies. Finally, intra-Group fl ows are subject to monthly netting, making it possible to limit fl ows exchanged and hedge the residual net position. As for the Oil Logistics division, it hedges its positions directly in the market.
Technological risk The Group is making sizable investments in new activities such as electricity storage, the main technological challenge being to make LMP® technology a benchmark technology in both the vehicle market and in stationary batteries for electricity storage. Even though it is extremely confident about the prospects offered by these new activities, the Group remains prudent given the technological risk that such investments may present. Accordingly, the e! orts devoted to these developments are at all times measured on the basis of the performance of the traditional activities and in such a way that they do not call into question the Group’s overall equilibrium. This risk is also addressed directly by senior management at its monthly meetings.
Intellectual property risk In the context of its industrial activities, the Group uses patents (in batteries, electric vehicles and dedicated terminals). For all activities concerned, a dedicated unit at Group level ensures that the Group is the proprietor of all the patents that it exploits and that the new technologies that it has developed are protected.
Political risk The Group, which has been present outside of France for a number of years, may face political risks. Nevertheless, the diversity of its operations, together with its ability to react, enables the Group to limit the impact of any political crises.
Legal risk
In order to limit exposure to the risks associated with regulations and their changes and litigation, the Group’s Legal Department sees to the security and legal compliance of the Group’s activities, in liaison with the divisions’ legal departments. When a lawsuit arises, the Group’s Legal Department ensures that it is settled in the Group’s best interests.
RISK MAPPING
Evaluation and control of the risks inherent in the functioning of each entity are the Group’s central preoccupations. The existence of a software system allows an active and regular quality to be given to the monitoring of the risks a! ecting all our operations. Identifi ed risks are the subject of a series of measures detailed in the action plans drawn up by the various “owners” of risks who are nominated within each division, the objective being to control the exposure to these risks and therefore to reduce them. The updating of consolidated risk mapping is validated every quarter by the Risk Management Committee.
OPERATION AND MONITORING OF THE INTERNAL CONTROL SYSTEM
THE MAIN PARTICIPANTS IN INTERNAL CONTROL AND THEIR TASKS
The arrangements for exercising internal control are implemented by:
The Board of Directors of the Group’s parent company
The Board of Directors monitors the e! ectiveness of the internal audit and risk management systems as determined and implemented by senior management. If need be, the Board can use its own general powers to undertake such actions and verifi cation work as it sees fi t.
The Group’s senior management
Senior management is responsible for specifying, implementing and monitoring suitable and effective internal control and risk management systems. In the event of any defi ciency in the systems, it ensures that the necessary remedial measures are taken.
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The monthly results committee
Each division submits a monthly report to the Group’s senior management and central departments detailing, for all companies within its scope, the operational and financial indicators for its business as well as an analysis of the evolving trends with reference to the targets approved by senior management.
The Audit Committee
The committee’s role and remit are set out in the section “Specialist committees”.
The Risk Committee
The Risk Committee is in charge of carrying out a regular and in-depth review of risk management methods.
Subsidiaries’ governing bodies
The governing body of each Group subsidiary considers the company’s strategy and policies as put forward by senior management, monitors their implementation, sets operational targets, allocates resources, and carries out verifi cation and control work as it sees fi t. All o$ cers receive all the information needed to carry out their assignments and may request any documents they consider useful.
The subsidiaries’ managements
They apply the directions given by the governing bodies within their own subsidiaries. With the assistance of their management control departments, they ensure that the Group’s internal control system operates e! ectively. They report to their own governing bodies and also to the management committees.
Group internal audit
The Group has a central internal audit department that intervenes in all units within its scope. It works to an annual plan put together with the help of the divisions and senior management, based on evaluation of the risks a! ecting each subsidiary and a cyclical audit for the whole Group. This program includes systematic reviews of the fi nancial and operational risks, follow-up assignments and application of the recommendations made, as well as more targeted interventions depending on the needs expressed by the divisions or senior management. As a fi rst priority, it aims to cover the most sensitive risks and to review the other major risks in the medium term for all Group units. The auditors receive internal training in the divisional business specialties so that they can better understand the operational particularities of each one. It is the audit department’s responsibility to assess the functioning of the internal control system and to make any recommendations for its improvement within the scope of its responsibility. Audit reports are sent to the companies audited, the divisions to which they are attached, and to the Group’s Finance Department and senior management.
THE STATUTORY AUDITORS
In accordance with their appointment to review and certify the separate fi nancial statements, and in accordance with their profes- sional standards, the Statutory Auditors acquaint themselves with the accounting and internal control systems. They accordingly carry out interim investigations assessing the operational methods used in the various audit cycles that have been decided on. They guarantee the proper application of generally accepted accounting principles, with the aim of producing accurate and precise information. They submit a half-year summary of the conclusions of their work to the Finance Department, the Group’s senior management, and the Audit Committee. The Group fi nancial statements are certifi ed jointly by the accountants Constantin Associés (re-appointed by the Ordinary General Meeting of June 5, 2008), represented by Jean-Paul Séguret, and AEG Finances (re-appointed by the Ordinary General Meeting of June 5, 2013), represented by Jean-François Baloteaud.
VI – CONTINUOUS STRENGTHENING OF INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS
As part of its approach to continued improvement, the Group strives to improve the organization of its internal control and risk management systems, while maintaining operational structures, both at holding company level and divisional level. Thus, several actions for strengthening the internal control system have been initiated, conducted or continued.
ETHICAL MEASURES
All the Group’s ethical measures have been fi nalized and rolled out in the entities concerned. The Code of Ethics drawn up in 2000 has been reviewed, in order to take into account new legal provisions and Group commitments. This Code is distributed to all sta! by the Group Human Resources department. The Ethics Committee met twice during the year; it validated all the ethical codes and systems implemented within the entities. No failings have been reported using the notifi cation. Detailed information on all our ethics and compliance practices is widely communicated to clients and prospective clients upon request.
INSIDER LIST
The Group regularly updates the list of people having access to price-sensitive information, which, if made public, would be liable to have a considerable effect on the price of the Group’s financial instruments. These individuals (employees, directors or third parties in a close professional relationship with the company) have all been notifi ed of the ban on using or disclosing such price-sensitive information with a view to any purchase or sale of these instruments. The appendix of the Group’s Charter of Ethics which defi nes the periods during which employees will have to refrain from undertaking transactions involving listed shares of Group companies has been amended to take account of AMF recommendation no. 2010-07 of November 3, 2010, relating to the prevention of breaches by insiders for which senior managers of listed companies may be held liable.
ADMINISTRATIVE AND FINANCIAL PROCEDURES MANUAL
The main fi nancial procedures, but also the main administrative and legal procedures, have been compiled in an intranet manual so as to enable the standards identifi ed by the Group to be disseminated and managed.
SCOPE OF DEPLOYMENT OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS
As part of the integration of the Havas Group, in addition to their internal procedures already in existence, the harmonization of the procedures and the gradual deployment of the internal control and risk management systems were continued during the period. The internal control procedures implemented within the Bolloré Group, which cover Bolloré SA and its consolidated subsidiaries as a whole, have also been adopted by the Blue Solutions Group.
RISK MAPPING
Monitoring action plans and risk updating using a software package continued in 2013.
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SOCIAL AND ENVIRONMENTAL RESPONSIBILITY
In accordance with the provisions of decree no. 2012-557 of April 24, 2012, on the obligations of social and environmental transparency related to application of law no. 2010-788 of July 12, 2010 (known as the Grenelle II law) and the AMF recommendations on information to be published by companies concerning social and environmental responsibility, the Group revised its reporting protocol and drew up a table of signifi cant indicators regarding its diversifi ed activities. The principles on which this protocol is based are in line with, in particular, the Global Reporting Initiative (GRI), IAS 100, IFRS guidelines, and ISO 26000. This protocol is distributed and applied to all entities which gather and communicate their extrafi nancial information to the Group. It is reviewed every year and defi nes the conditions for the collection and verifi cation of data. The entities examined correspond to those included in the fi nancial scope. The questionnaire on CSR strategy, sent to the Group’s various entities each year, was clarifi ed and supplemented, and that related
to HR actions was distributed more widely to local teams in order to best escalate the actions deployed internationally. The registration document presents the Group’s strategic drivers and major social, environmental and societal commitments. This year, details on the divisions’ specifi c CSR initiatives and commitments are compiled in the CSR report. The two documents will cross-reference each other. This year, the Statutory Auditors will, for the fi rst time, verify the social, environmental and societal information for a scope of entities representing 20% of the Group’s consolidated companies. They will certify that the Group’s reporting includes the 42 indicators required under the Grenelle II law. They will also issue a reasoned opinion on the transparency of the information they specifi cally audited.
March 20, 2014
The Chairman Vincent Bolloré
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STATUTORY AUDITORS’ REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE FRENCH COMPANY LAW (CODE DE COMMERCE) ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF BOLLORÉ
For the year ended December 31, 2013
This is a free translation into English of the Statutory Auditors’ report issued in French prepared in accordance with article L. 225-235 of French company law on the report prepared by the Chairman of the Board of Directors on the internal control and risk management procedures relating to the preparation and processing of accounting and fi nancial information issued in French and is provided solely for the convenience of English speaking users. This report should be read in conjunction and construed in accordance with French law and the relevant professional standards applicable in France.
To the Shareholders,
In our capacity as Statutory Auditors of Bolloré and in accordance with article L. 225-235 of the French company law (Code de commerce), we hereby report on the report prepared by the Chairman of your company in accordance with article L. 225-37 of the French company law (Code de commerce) for the year ended December 31, 2013. It is the Chairman’s responsibility to prepare, and submit to the Board of Directors for approval, a report on the internal control and risk management procedures implemented by the company and containing the other disclosures required by article L. 225-37 of the French company law (Code de commerce), particularly in terms of corporate governance.
It is our responsibility: • to report to you on the information contained in the Chairman’s
report in respect of the internal control and risk management procedures relating to the preparation and processing of the accounting and fi nancial information, and;
• to attest that this report contains the other disclosures required by article L. 225-37 of French company law (Code de commerce), it being specifi ed that we are not responsible for verifying the fairness of these disclosures.
We conducted our work in accordance with professional standards applicable in France.
INFORMATION CONCERNING THE INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES RELATING TO THE PREPARATION AND PROCESSING OF FINANCIAL AND ACCOUNTING INFORMATION
The professional standards require that we perform the necessary procedures to assess the fairness of the information provided in the Chairman’s report in respect of the internal control and risk management procedures relating to the preparation and processing
of the accounting and financial information. These procedures consisted mainly in: • obtaining an understanding of the internal control and risk
management procedures relating to the preparation and processing of the accounting and fi nancial information on which the information presented in the Chairman’s report is based and the existing documentation;
• obtaining an understanding of the work involved in the preparation of this information and the existing documentation;
• determining if any signifi cant weaknesses in the internal control procedures relating to the preparation and processing of the accounting and fi nancial information that we would have noted in the course of our engagement are properly disclosed in the Chairman’s report.
On the basis of our work, we have nothing to report on the information in respect of the company’s internal control and risk management procedures relating to the preparation and processing of accounting and financial information contained in the report prepared by the Chairman of the Board in accordance with article L. 225-37 of French company law (Code de commerce).
OTHER INFORMATION
We hereby attest that the Chairman’s report includes the other disclosures required by article L. 225-37 of French company law (Code de commerce).
Neuilly-sur-Seine and Paris, on April 30, 2014 The Statutory Auditors
French original signed by
AEG Finances Constantin Associés French member of Member of Grant Thornton International Deloitte Touche Tohmatsu Limited Jean-François Baloteaud Jean-Paul Séguret
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SPECIAL REPORT BY THE STATUTORY AUDITORS ON REGULATED AGREEMENTS AND COMMITMENTS
Shareholders’ Meeting approving the accounts for the fi nancial year ending December 31, 2013
This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements and commitments reported on are only those provided by the French company law (Code de commerce) and that the report does not apply to related party agreements described in IAS 24 or other equivalent accounting standards.
To the Shareholders,
In the capacity of the company’s Statutory Auditors, we hereby submit our report on regulated agreements and commitments. It is our duty to notify you on the basis of the information supplied to us, of the essential attributes and conditions of the agreements and commitments disclosed to us or identifi ed during our mission, without any requirement to evaluate their utility or justifi cation or to seek out other agreements and commitments. It falls to the shareholders pursuant to article R. 225-31 of the French company law (Code de commerce) to assess the benefits of concluding said agreements and commitments with a view to approving them. Moreover, it is our responsibility if applicable, to notify you of the information provided at article R. 225-31 of the French company law (Code de commerce) regarding the implementation during the previous fi nancial year, of agreements and commitments previously approved by the Shareholders’ Meeting. We have conducted the diligences deemed necessary according to the professional standards of the Compagnie nationale des commis- saires aux comptes (French National Institute of Auditors) regarding our mission. Said diligences consisted in verifying the consistency of the information provided with the basic documents from which it was retrieved.
REGULATED AGREEMENTS AND COMMITMENTS SUBMITTED FOR APPROVAL BY THE SHAREHOLDERS’ MEETING
REGULATED AGREEMENTS AND COMMITMENTS AUTHORIZED DURING THE PREVIOUS FINANCIAL YEAR
Pursuant to article L. 225-40 of the French company law (Code de commerce), we have been notifi ed of the following agreements and commitments previously authorized by the Board of Directors.
AGREEMENTS AND COMMITMENTS WITH COMPANIES HAVING COMMON EXECUTIVES
With Blue Solutions (formerly Batscap)
Transfer of a works contract between Blue Solutions and Bolloré SA The company lodged an application for construction of an electric transformer substation on a plot of land at Ergué-Gabéric owned by it whereas Blue Solutions had concluded the works contract for provision of this transformer substation with Schneider Electric Energy France. To simplify the scheme, the Board of Directors’ meeting of March 21, 2013, authorized the assignment by Blue Solutions to the company of the rights and obligations deriving from the works contract concluded with Schneider Electric Energy France against: • payment by the company to Blue Solutions of all amounts paid by
Blue Solutions to Schneider Electric Energy France under the contract on April 15, 2013, that is an amount of 2,402,314.86 euros ex tax and submission by Blue Solutions to the company of the corresponding billing; and
• assumption by Bolloré of all the fi nancial commitments of Blue Solutions under the contract.
Directors concerned: Vincent Bolloré (Chairman and Chief Executive O$ cer) Cédric de Bailliencourt (Vice-Chairman)
Agreement for re-billing construction and maintenance costs for an electric transformer substation between Blue Solutions and Bolloré SA The electric transformer substation the subject of the works contract transferred for the benefit of Bolloré was intended to supply electricity to both Bolloré and Blue Solutions facilities. In consequence, the Board of Directors’ meeting of March 21, 2013 authorized conclusion of an agreement according to which the following will be re-billed by the company to Blue Solutions: • The construction costs for the transformer substation and
dismantling the old substation on the annual basis defined hereunder.
RA = (CP/10) x KWH Batscap/Coef P/KWH T
Where: − RA is the annual re-billing by Bolloré to Blue Solutions; − CP is the fi nal cost for construction of the transformer substation and dismantlement of the old substation; − KWH Batscap is the number of kWh used by Blue Solutions during year N according to the annual reading at substation metering point 5 (Scap), BPO and BP1 (Pen-Carn battery site); − Coef P is the transformer loss coe$ cient for the facility, calculated according to the ratio between the kWh at the transformer substation output (sum of three metering points at the transformer substation outlet) and the metering point at the transformer substation input; − KWH T is the total number of kWh used during year N according to the annual reading at the metering point at the transformer substation input (equivalent to the kWh billed by EDF).
• The maintenance costs re-billed “at cost”. Directors concerned: Vincent Bolloré (Chairman and Chief Executive O$ cer) Cédric de Bailliencourt (Vice-Chairman)
Sales promise between Bolloré SA and Blue Solutions for securities in the entities constituting Blue Applications In the context of the proposed stock market flotation of Blue Solutions, the Bolloré Group considered that the significant investment made in companies in the Blue Applications scope of consolidation (nine companies including Bluecar®, Autolib’, Bluecarsharing, Bluebus, Blueboat, Bluetram, Bluestorage, IER and Polyconseil) since the outset should be maintained in future years, and decided not to incorporate these companies in Blue Solutions ab initio, while conferring on the latter the option to acquire them subsequently. The Board of Directors’ meeting of the company held on August 30, 2013, authorized Blue Solutions to conclude six sales promises for all shares issued by the following companies: • Bluecar®, Autolib’ and Bluecarsharing (a promise of sale which may
be taken up exclusively for the three companies together); • Bluebus; • Blueboat; • Bluetram; • Bluestorage; • Polyconseil. The conditions for the sales promises are as follows: • Blue Solutions may take up each of the sales promises made to it
at any time between September 1, 2016 and June 30, 2018, it being specifi ed (i) that any promise may be taken up exclusively for the totality of shares comprising the capital of the company or companies concerned and (ii) that Blue Solutions shall be free to take up all or only some of the sales promises made.
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• The price for taking up each sales promise shall be determined by an independent expert appointed by the President of the Paris Commercial Court. The expert shall determine pursuant to article 1592 of the Civil Code the sale price for the shares concerned, by the evaluation methods the expert deems appropriate; nevertheless if the price at which Blue Applications companies procure LMP® batteries from Blue Solutions must be considered when determining the share sale price, the expert shall refer exclusively to the terms and conditions for the procurement contract for said batteries in force on the date Blue Solutions shares are admitted for listing on the NYSE Euronext Paris market.
• The price for each of the sales promises shall not be less than one (1) euro, after any recapitalization, it being specifi ed that in this case, the promisor(s) shall ensure that prior to transfer of ownership, the registered equity capital of the entities the subject of the promise, revalued if applicable on the basis of the proportion of the net worth of its subsidiaries reduced by the value of the securities, is equal to one (1) euro on the date of transfer.
• Companies of which the shares are the subject of the sales promise may, after informing Blue Solutions, form partnerships with third parties through legal entities. However, until the date of any transfer of ownership of shares to Blue Solutions, equity interests in these legal entities shall (i) represent at least 50% of their capital, their rights to profi ts or their voting rights, (ii) be unencumbered by any third party rights whether real or personal, and (iii) not create the exercise of any third party rights as a result of take-up of the promise of sale.
• Existence of the promises of sale shall not bar the promisor from deciding or authorizing if it deems justifi ed, reorientation of the business of said companies to activities which are not comple- mentary to those of Blue Solutions.
• The sales promises confer on Blue Solutions a resale right entitling it in the event of abandonment of any one of the purchase options, and if the Blue Applications entity concerned is sold within the following eighteen months, the gain which Blue Solutions would have realized if it had exercised the purchase option and then concluded the sale in question.
Directors concerned: Vincent Bolloré (Chairman and Chief Executive O$ cer)
Transfer of a cash fl ow agreement between Blue Solutions and Bolloré SA In the context of the proposed stock market listing of Blue Solutions, on August 30, 2013, the Board of Directors authorized the company to enter into a commitment to waive the provisions of article 4.2 of the cash fl ow agreement concluded on November 30, 2001 with Blue Solutions, allowing the later to waive the latter subject to six months’ prior notice, until June 30, 2016. Directors concerned: Vincent Bolloré (Chairman and Chief Executive O$ cer)
Transfer of exclusive procurement contract between Bolloré and Bluebus for the benefi t of Blue Solutions In order to rationalize the identity of co-contractors, the company’s Board of Directors’ meeting of August 30, 2013 authorized the transfer by the company to Blue Solutions of all rights and obligations under an exclusive procurement contract for lithium metal polymer (LMP®) batteries concluded in 2008 between the company and Bluebus (formerly Gruau Microbus). Directors concerned: Vincent Bolloré (Chairman and Chief Executive O$ cer)
Waiver of debt for the benefi t of Blue Solutions To allow Blue Solutions to reconstitute its equity capital, on June 5, 2013, the Board of Directors authorized the company partially to waive its shareholders’ account in the books of Blue Solutions in an amount of 37,000,000 euros. The waiver of debt was implemented pursuant to article 216 A of the General Tax Code, and Blue Solutions undertook to increase its capital for the benefi t of Bolloré as a minimum, by an amount equal to the debt waived by Bolloré, prior to December 31 of the second year following.
Directors concerned: Vincent Bolloré (Chairman and Chief Executive O$ cer) Cédric de Bailliencourt (Vice-Chairman)
With Bluestorage (formerly Financière de Loctudy)
(100% owned company) In the context of structuring Blue Applications’ scope of consoli- dation, on March 21, 2013, the Board of Directors authorized the company to transfer to the company Financière de Loctudy, the securities held in the capital of Financière de Penmarch (having adopted the name Bluesun) against a price equal to the par value of the transferred shares. On the basis of said authorization, the company assigned to Bluestorage on May 3, 2013, 50,500 shares in Bluesun for a total price of 505,000 euros. Directors concerned: Cédric de Bailliencourt (Vice-Chairman)
AGREEMENTS AND COMMITMENTS PREVIOUSLY APPROVED BY THE SHAREHOLDERS’ MEETING
AGREEMENTS AND COMMITMENTS APPROVED IN PREVIOUS FINANCIAL YEARS OF WHICH IMPLEMENTATION CONTINUED DURING THE PREVIOUS FINANCIAL YEAR
Pursuant to article R. 225-30 of the French company law (Code de commerce), we were informed that implementation of the following agreements and commitments, approved by the Shareholders’ Meeting during previous fi nancial years continued during the previous fi nancial year.
AGREEMENTS AND COMMITMENTS WITH COMPANIES HAVING COMMON EXECUTIVES
With the company Bolloré Participations
For services of Chairman and Chief Executive O$ cer, in 2013, Bolloré Participations billed the company in an amount of 1,516,270.94 euros ex tax, equivalent to 75% of the cost of charges included in the salary received by Vincent Bolloré. Under the service provision agreement, in 2013, Bolloré Participations billed the company in an amount of 1,425,396 euros ex tax.
With Financière de l’Odet
In the framework of the fi rst request guarantee confi rmed by the company for the bond loan issued in August 2010 by Financière de l’Odet, and pursuant to the provisions of the agreement concluded on August 9, 2010, the company billed Financière de l’Odet annual remuneration equal to 0.3% of the maximum amount of 241,000,000 euros which could be called under the guarantee. Since the bond loan was reimbursed on March 22, 2013, remuneration billed by the company for the period of January 1, 2013 on the reimbursement date was 164,683 euros.
Licensing agreements for the Bolloré Africa Logistics trademark
Under agreements for licensing the Bolloré Africa Logistics trademark with Bolloré Group companies, the company received royalties equal to 2% of turnover realised by the licensees during the fi nancial year preceding that of payment, that is: • 1,982,700 euros paid by Bolloré Africa Logistics Côte d’Ivoire; • 2,134,000 euros paid by Abidjan Terminal (formerly Société
d’Exploitation du Terminal de Vridi) ; • 728,000 euros paid by Bolloré Africa Logistics Sénégal; • 1,182,000 euros paid by Bolloré Africa Logistics Cameroun; • 797,000 euros paid by Bolloré Africa Logistics Gabon (formerly SDV
Gabon); • 1,171,000 euros paid by Bolloré Africa Logistics Congo (formerly
SDV Congo).
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With Financière de Sainte-Marine
In the context of the guarantee the company extended to Financière de Sainte-Marine for a loan transaction conferring on it funds of 200,000,000 euros, in 2013, the company billed Financière de Sainte- Marine in an amount of 500,000 euros.
With Compagnie de Cornouaille
To allow Companie de Cornouaille to take out a loan with HSBC, on August 31, 2012, the Board of Directors authorized the company to extend security for reimbursement by Compagnie de Cornouaille of sums due under said loan transaction with remuneration of 0.25% per annum. In 2013, Compagnie de Cornouaille paid the company an amount of 300,000 euros.
AGREEMENTS AND COMMITMENTS WITH SENIOR MANAGEMENT
Use of aircraft, property of the company
By decisions of the Board of Directors’ meeting of March 30 and October 1, 2001, the costs for private travel by directors and executives of the group were billed at cost price, according to the type of aircraft used. Therefore the company billed an amount of 2,149.44 euros inclusive of tax in the 2013 fi nancial year.
Neuilly-sur-Seine and Paris, on April 30, 2014 The Statutory Auditors
French original signed by
AEG Finances Constantin Associés French member of Member of Grant Thornton International Deloitte Touche Tohmatsu Limited Jean-François Baloteaud Jean-Paul Séguret
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AGENDA OF THE ORDINARY GENERAL MEETING OF JUNE 5, 2014
• Management report of the Board of Directors. • Report by the Chairman on internal control. • Reports of the Statutory Auditors. • Presentation and approval of the consolidated fi nancial statements
of the Group as at December 31, 2013 and reading of the report by the Statutory Auditors on the consolidated fi nancial statements.
• Approval of the report by the Board of Directors and the annual fi nancial statements for the year ended December 31, 2013 and reading of the report by the Statutory Auditors on the annual fi nancial statements; discharge of directors.
• Allocation of earnings. • Option to receive dividend payment in shares. • Authorization to pay an interim dividend with option to receive
payment in shares.
• Approval of regulated agreements and commitments. • Renewal of the terms of o$ ce of directors. • Appointment of a director. • Setting the amount of directors’ fees • Renewal of the mandate of a principal Statutory Auditor. • Appointment of an alternate Statutory Auditor. • Opinion on the elements of compensation due or granted to Vincent
Bolloré, Chairman and Chief Executive O$ cer, in respect of the 2013 fi scal year.
• Opinion on the elements of compensation due or granted to Cyrille Bolloré, Acting Chief Executive O$ cer, in respect of the 2013 fi scal year.
• Powers to be given.
PRESENTATION OF RESOLUTIONS OF THE ORDINARY GENERAL MEETING
APPROVAL OF THE SEPARATE FINANCIAL STATEMENTS AND ALLOCATION OF EARNINGS
The purpose of the fi rst two resolutions is to approve the consol- idated fi nancial statements and separate fi nancial statements for the 2013 fi scal year. The purpose of resolution three is to proceed with the allocation of earnings for the 2013 fi scal year and to propose that the dividend for the fi scal year be set at 3.10 euros per share. Taking into account an interim dividend of 2 euros per share paid on October 3, 2013, the fi nal dividend i.e. 1.10 euros per share will be paid on June 30, 2014.
OPTION TO RECEIVE DIVIDEND PAYMENT IN SHARES
The purpose of the resolution four is to decide on the possibility given to each shareholder to opt for payment of the dividend in new company shares, and this for the full amount of dividends payable in respect of shares owned. If the option for payment of the dividend in shares is taken up, the new shares will be issued at a price equal to 90% of the average opening price quoted on the market for the twenty trading days preceding the date of the General Meeting, less the amount of the dividend attributed by resolution three, rounded up to the next euro cent.
AUTHORIZATION TO PAY AN INTERIM DIVIDEND WITH OPTION TO RECEIVE PAYMENT IN SHARES
The purpose of the resolution fi ve is to authorize the Board, if it decides to pay an interim dividend in respect of the year ending December 31, 2014, ruling on the fi nancial statements for the said year, to allow shareholders to opt to receive this interim dividend in shares, at a price set in accordance with the rules set out in resolution four.
APPROVAL OF REGULATED AGREEMENTS AND COMMITMENTS
By voting on the resolutions six, seven and eight, you are asked to approve regulated agreements for the 2013 fi scal year, as presented in the special report of the Statutory Auditors (in this registration document). In accordance with AMF recommendation 2012-05, General Meetings of listed companies (proposal no. 32), signifi cant agreements are subject to your vote by separate resolutions. Thus resolution seven asks for your approval to the undertakings to sell agreed between Bolloré and Blue Solutions for the whole of the stock issued by Bluecar®, Autolib’, Bluecarsharing, Bluebus, Blueboat, Bluetram, Bluestorage and Polyconseil. In resolution six, we ask you to approve the agreement with Blue Solutions to write-o! , within the framework of the provisions of article 216A of the French Tax Code, the amount of 37 million euros.
APPOINTING AND RENEWING DIRECTORS
The resolutions nine, ten and eleven are with regard to the composition of the Board of Directors: • resolution nine asks you to renew the term of o$ ce as director of
Marie Bolloré, for a period of three years, or until the General Meeting called to approve the fi nancial statements for the year ending on December 31, 2016;
• resolution ten asks you to renew the term of o$ ce as director of Martine Studer, for a period of three years, or until the General Meeting called to approve the fi nancial statements for the year ending on December 31, 2016;
• resolution eleven asks you to appoint Céline Merle-Béral as director for a period of three years, or until the General Meeting called to approve the financial statements for the year ending on December 31, 2016.
AMOUNT OF DIRECTORS’ FEES
Resolution twelve asks you to set the overall maximum annual amount of directors’ fees at 660,000 euros.
PROPOSAL TO RENEW THE MANDATE OF A PRINCIPAL STATUTORY AUDITOR AND APPOINTMENT OF A NEW ALTERNATE STATUTORY AUDITOR
Resolution thirteen proposes that you renew the mandate of Cabinet Constantin Associés as principal Statutory Auditor, for a period of six fi scal years, or until the General Meeting called to approve the fi nancial statements for the year ending on December 31, 2019. The resolutions fourteen and fi fteen concern the appointment of an alternate Statutory Auditor to replace Benoît Pimont. It is proposed that the General Meeting appoints Cabinet Cisane as alternate Statutory Auditors, for a duration of six fi scal years, or until the General Meeting called to approve the financial statements for the year ending on December 31, 2019.
INFORMATION ON COMPENSATION DUE OR GIVEN TO EACH EXECUTIVE OFFICER OF THE COMPANY BY ALL GROUP COMPANIES IN RESPECT OF 2013
In accordance with the recommendations of the Afep-Medef Code revised in June 2013 (article 24.3), to which the company refers, the Board must disclose the compensation paid to executive o$ cers of the company to the Ordinary General Meeting. The compensation due or given in respect of the previous year to each executive o$ cer is subject to an advisory vote by the shareholders. By voting on the resolutions sixteen and seventeen, you are asked to issue an opinion on the elements of compensation due or given to each executive company o$ cer by all Group companies in respect of the fi scal year 2013.
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For Vincent Bolloré, Chairman and Chief Executive O$ cer, compensation due or given in respect of 2013, submitted to the shareholders
(in euros) Amount Comment
Fixed compensation 1,499,000(1)
Other compensation 537,700(2)
Annual variable compensation
Deferred variable compensation
Multi-year variable compensation
Extraordinary compensation
Share options, performance shares or any other elements of long-term compensation
Directors’ fees 56,943
Benefi ts of any kind 6,528
Severance pay
Non-competition indemnity
Supplementary retirement scheme
(1) Compensation paid by Bolloré Participations, which, under an agreement for chairman services, invoiced Bolloré a sum corresponding to 75% of the total cost, including contributions, of the compensation received by Vincent Bolloré.
(2) Corresponds to the bonus paid by Financière du Champ de mars, Nord-Sumatra Investissements and Plantations des Terres Rouges.
For Cyrille Bolloré, Acting Chief Executive O$ cer, compensation due or given in respect of 2013, submitted to the shareholders
(in euros) Amount Comment
Fixed compensation 630,000(1)
Other compensation
Annual variable compensation 120,000(2)
Deferred variable compensation
Multi-year variable compensation
Extraordinary compensation 100,000(3)
Share options, performance shares or any other elements of long-term compensation
Directors’ fees 42,694
Benefi ts of any kind 3,996
Severance pay
Non-competition indemnity
Supplementary retirement scheme
(1) Fixed compensation as a salary from Bolloré Logistics GIE for his positions as Acting Chief Executive O$ cer of Bolloré and Chairman of the Board of Directors of Bolloré Énergie.
(2) Variable compensation received in his capacity as employee of Bolloré Logistics SDV. (3) Extraordinary compensation paid by Bolloré for the Blue Solutions IPO.
POWERS TO BE GIVEN
Resolution eighteen concerns the granting of powers necessary to carry out the required administrative and legal formalities.
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RESOLUTIONS PRESENTED TO THE ORDINARY GENERAL MEETING OF JUNE 5, 2014
RESOLUTION ONE (Approval of the fi nancial statements for the 2013 fi scal year)
The General Meeting, having noted the report of the Board of Directors and the Chairman’s report on internal control, both of which it approves in their entirety, and the Statutory Auditors’ report on the separate financial statements, approves the separate financial statements for the financial year ended December 31, 2013, as presented to it, as well as the transactions recorded in these fi nancial statements and summarized in these reports. In particular, it approves the expenditure covered by article 223 quater of the French General Tax Code and not deductible for determining the amount of corporation tax under article 39-4 of the French General Tax Code, which totals 175,578 euros. It consequently discharges all the directors as regards their duties for the fi nancial period ended December 31, 2013.
RESOLUTION TWO (Approval of the consolidated fi nancial statements for the 2013
fi nancial year)
The General Meeting, having acknowledged the presentation made to it of the consolidated fi nancial statements at December 31, 2013 and the Statutory Auditors’ report, showing consolidated turnover of 10,848,489 euros and consolidated net profi t, Group share of 270,148 euros, approves the consolidated fi nancial statements for the fi scal year ended December 31, 2013, as presented. The General Meeting notes the content of the Group’s management report, included in the management report of the Board of Directors.
RESOLUTION THREE (Allocation of earnings)
The General Meeting approves the proposal made by the Board of Directors and resolves to allocate the distributable profi t for the period as follows:
(in euros)
Income for the period 88,951,694.32
Retained profi t carried over 713,672,974.30
Appropriation to the legal reserve 754,496.00
Distributable profi t 801,870,172.62
Dividend
– Interim dividend(1) 54,346,532.00
– Year-end dividend(2) 29,890,592.60
Amount carried forward 717,633,048.02
(1) This interim dividend, which the Board of Directors decided to distribute on August 30, 2013, was fi xed at 2 euros per share. Payment was made on October 3, 2013.
(2) The year-end dividend will amount to 1.10 euro per share, it being specifi ed that, of the total number of shares composing the share capital (i.e. 27,341,966) 168,700 shares issued under payment of the interim dividend for fi scal year 2013 in shares, carry dividend rights as from January 1, 2014, and therefore do not confer any rights to any year-end dividend in 2013.
The fi nal dividend to be distributed for the fi scal year is thus set at 3.10 euros per 16-euro nominal share. In accordance with the law, it is stipulated that dividends received after January 1, 2013, by natural persons domiciled for tax purposes in France, are subject to the progressive scale of income tax, after application of a rebate of 40%, the annual fixed rebate being abolished. When they are paid, they will be subject to withholding tax at the rate of 21% and can be o! set against income tax owed for the year during which payment was made. Persons whose reference tax income for the prior year is less than a certain amount (50,000 euros for single, widowed or divorced taxpayers; 75,000 euros for taxpayers subject to joint taxation) may apply to be exempted from this withholding tax.
The amounts thus distributed by way of year-end dividend will become payable on June 30, 2014. In accordance with the provisions of article 243 bis of the French General Tax Code, the General Meeting notes that the amount per share of the dividends distributed for the last three fi scal years are as follows:
Fiscal year 2012 2011 2010
Number of shares 26,870,406 25,094,157 24,701,151
Dividend (in euros) 3.10(2) 3.30(1) 3(1)
Amount distributed (in millions of euros) 80.96 82.26 71.23
(1) The dividend distributed for 2011 and 2010 was eligible for the 40% tax allowance mentioned in article 158 of the French General Tax Code, on the understanding that this reduction is only attributable to shareholders who are natural persons, or optionally for a deduction at source pursuant to and under the terms of article 117 quater of the French General Tax Code.
(2) Dividends received after January 1, 2013 by natural persons domiciled for tax purposes in France are subject to the progressive scale of income tax, after application of a rebate of 40%, the annual fi xed allowance having been abolished. When they are paid, they will be subject to withholding tax at the rate of 21% and can be o! set against income tax owed for the year during which payment was made. Persons whose reference tax income for the prior year is less than a certain amount (50,000 euros for single, widowed or divorced taxpayers; 75,000 euros for taxpayers subject to joint taxation) may apply to be exempted from this withholding tax.
RESOLUTION FOUR (Option to receive dividend payment in shares)
The General Meeting, having noted the report of the Board of Directors and verifi ed that the capital is fully paid up, resolves, in accordance with article 22 of the articles of association, to o! er each shareholder the option of receiving their full entitlement to a dividend payment, based on the number of shares they currently hold, in new shares. If this option is taken up, the new shares shall be issued at a price equal to 90% of the average opening price quoted on the Euronext Paris regulated market for the twenty trading days preceding the date of the General Meeting, less the amount of the dividend attributed under resolution three, rounded up to the next euro cent. Shares issued as a result shall carry dividend rights as of January 1, 2014. If the amount of the dividends over which the option is exercised does not correspond to a whole number of shares, the shareholder may either: • receive the next higher whole number of shares by paying the
di! erence in cash on the day he or she exercises the option; • receive the next lower number of whole shares and the di! erence
in cash. Shareholders can notify their choice to receive their dividend payment in cash or in new shares between June 10, 2014 and June 24, 2014 inclusive, by notifying their authorized fi nancial intermediaries or, for holders of direct registered shares held by the company, by notifying the trustee (Caceis Corporate Trust – Assemblées générales centralisées – 14, rue Rouget-de-Lisle – 92862 Issy-les-Moulineaux Cedex 09, France). After June 24, 2014, the dividend will automatically be paid in cash. Shares will be delivered to shareholders opting to take their dividends in shares on the same date as the payment of the cash dividend, i.e. June 30, 2014. The General Meeting gives the Board of Directors all necessary powers, with the right of subdelegation under the conditions specifi ed by law, to carry out the dividend payment in new shares, to specify the terms of implementation and execution, to record the number of new shares issued under this resolution and to amend the articles of association accordingly and, in general, to take whatever further steps shall be necessary or appropriate.
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RESOLUTION FIVE (Authorization to pay an interim dividend with option to receive
payment in shares)
The General Meeting authorizes the Board, if it decides to pay an interim dividend in respect of the year ending December 31, 2014, before the holding of the General Meeting ruling on the fi nancial statements for the said year, to allow shareholders to opt to receive this interim dividend in shares, at a price set in accordance with the rules set out in resolution four on dividend payment in shares. Accordingly, the General Meeting gives the Board of Directors all necessary powers, with the right of subdelegation under the conditions specifi ed by law, to record the capital increase resulting from the issue of shares resulting from shareholders taking up the option, make the corresponding amendments to the articles of association and carry out all publicity formalities required by law.
RESOLUTION SIX (Approval of a signifi cant regulated agreement)
The General Meeting, after taking note of the Statutory Auditor’s special report on regulated agreements and commitments under article L. 225-38 of the French company law (Code de commerce), approves the agreement with Blue Solutions to waive 37 million euros of receivables in accordance with the provisions of article 216A of the French General Tax Code.
RESOLUTION SEVEN (Approval of a signifi cant regulated agreement)
The General Meeting, after taking note of the Statutory Auditor’s special report on regulated agreements and commitments under article L. 225-38 of the French company law (Code de commerce), approves the six undertakings to sell agreed between Bolloré and Blue Solutions for the whole of the stock issued by Bluecar®, Autolib’ and Bluecarsharing (this undertaking can only be exercised on all three companies) Bluebus, Blueboat, Bluetram, Bluestorage and Polyconseil.
RESOLUTION EIGHT (Approval of regulated agreements and commitments)
The General Meeting, after taking note of the Statutory Auditor’s special report on regulated agreements and commitments under article L. 225-38 of the French company law (Code de commerce), and asked to consider this report, approves the agreements therein, other than those referred to in the sixth and seventh resolutions and takes note of the conditions needed to execute the agreements previously authorized.
RESOLUTION NINE (Renewal of the term of o" ce of a director)
The General Meeting, noting that the term of o$ ce of Marie Bolloré on the Board of Directors is due to expire at the end of the present Meeting, resolves to renew this appointment for a period of three years, until the end of the Ordinary General Meeting ruling on the fi nancial statements for the year ending December 31, 2016.
TENTH RESOLUTION TEN (Renewal of the term of o" ce of a director)
The General Meeting, noting that the term of o$ ce of Martine Studer on the Board of Directors is due to expire at the end of the present Meeting, resolves to renew this appointment for three years, until the end of the Ordinary General Meeting ruling on the fi nancial statements for the year ending December 31, 2016.
RESOLUTION ELEVEN (Appointment of a director)
The General Meeting, on the proposal of the Board of Directors, appoints Céline Merle-Béral, whose address is 27, rue de la Ferme, 92200 Neuilly-sur-Seine, France, to the Board of Directors for three years, until the end of the Ordinary General Meeting ruling on the fi nancial statements for the year ending December 31, 2016.
RESOLUTION TWELVE (Amount of directors’ fees)
The General Meeting resolves to set at 660,000 euros the overall maximum amount of directors’ fees that the Board of Directors may allocate to its members for the current fiscal year and each subsequent fi scal year until any further resolution of the General Meeting.
RESOLUTION THIRTEEN (Renewal of the mandate of a principal Statutory Auditor)
The General Meeting, noting that the mandate of Cabinet Constantin Associés, principal Statutory Auditor, comes to an end at this Meeting, resolves to renew this appointment for a new period of six years, until the end of the Ordinary General Meeting ruling on the fi nancial statements for the year ending December 31, 2019.
RESOLUTION FOURTEEN (End of mandate of an alternate Statutory Auditor)
The General Meeting takes note that the mandate of the alternate Statutory Auditor, Benoît Pimont, ends at the close of this General Meeting and decides not to renew his mandate.
RESOLUTION FIFTEEN (Appointment of an alternate Statutory Auditor)
The General Meeting resolves to appoint, as alternate Statutory Auditor to Cabinet Consantin Associés, Cabinet Cisane, 185, avenue Charles-de-Gaulle, 92200 Neuilly-sur-Seine, France, for a period of six fi scal years, until the Ordinary General Meeting ruling on the fi nancial statements for the year ending December 31, 2019.
RESOLUTION SIXTEEN (Opinion on the elements of compensation due or granted
to Vincent Bolloré, Chairman and Chief Executive O" cer,
in respect of the 2013 fi scal year)
The General Meeting, consulted in relation to the recommendation of paragraph 24.3 of the Afep Medef Corporate Governance Code of June 2013, to which the company refers, and ruling under the quorum and majority conditions required for Ordinary General Meetings, o! ers a favorable opinion on the elements of compensation due or granted to Vincent Bolloré for the year ended December 31, 2013, as presented in the registration document.
RESOLUTION SEVENTEEN (Opinion on the elements of compensation due or granted
to Cyrille Bolloré, Acting Chief Executive O" cer, in respect
of the 2013 fi scal year)
The General Meeting, consulted in relation to the recommendation of paragraph 24.3 of the Afep Medef Corporate Governance Code of June 2013, to which the company refers, and ruling under the quorum and majority conditions required for Ordinary General Meetings, o! ers a favorable opinion on the elements of compensation due or granted to Cyrille Bolloré for the year ended December 31, 2013, as presented in the registration document.
RESOLUTION EIGHTEEN (Powers for formalities)
The General Meeting assigns full powers to the persons bearing copies or extracts of these minutes for the completion of all legal formalities.
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REPORT BY THE BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING OF JUNE 5, 2014
Ladies and Gentlemen,
The purpose of this Extraordinary General Meeting is to propose for your approval amendments to the articles of association relating to the composition of the Board of Directors, in view of the law of June 14, 2013 on security in employment, under which Employee Directors must be appointed to the Board, and also the implemen- tation of the various principles of governance in respect of shares held by the directors.
AMENDMENTS TO ARTICLE 12 OF THE ARTICLES OF ASSOCIATION TO DETERMINE THE WAY DIRECTORS REPRESENTING EMPLOYEES ARE CHOSEN, IN ACCORDANCE WITH THE FRENCH LAW OF JUNE 14, 2013 ON SECURITY IN EMPLOYMENT (RESOLUTION ONE)
We ask you to vote on resolution one to amend the articles of association (article 12) relating to the Board of Directors, to determine the way directors representing employees are chosen, in accordance with the French law of June 14, 2013 on security in employment. This law makes it mandatory to appoint employee directors with a voting role in limited companies (sociétés anonymes). The requirement to have employee representation is applicable to limited companies: • which, having a registered o$ ce in France, employ a minimum of
5,000 permanent employees in the company and its direct and indirect subsidiaries, and having a registered o$ ce in France or abroad, employ a minimum of 10,000 permanent employees in the company and its direct and indirect subsidiaries, at the end of two consecutive fi scal years;
• which have the legal duty to establish a company works council under article L. 2322-1 of the French Labor Code (Code du travail) (companies with more than 50 employees).
At least two employee directors must be appointed if the Board has more than 12 members, and at least one if Board membership is 12 or fewer. Your Board asks you to approve one of the methods of selecting these Directors, as provided for by law, namely the designation of employee directors by the Group Works Council, and to amend the articles of association accordingly. Since our company is required by law to appoint directors representing employees, and as there are more than 12 Board members, two directors must be appointed within six months from the date of this General Meeting.
AMENDMENTS TO THE ARTICLES OF ASSOCIATION AS A RESULT OF THE IMPLEMENTATION OF GOVERNANCE PRINCIPLES DELETION OF THE PROVISIONS OF ARTICLE 12.3 OF THE ARTICLES OF ASSOCIATION RELATING TO SHARES HELD BY DIRECTORS (RESOLUTION TWO)
At its meeting on March 20, 2014, your Board adopted a new bylaw incorporating in full the recommendations of the Afep-Medef Corporate Governance Code for listed companies. In particular, the Afep-Medef Code recommends that each Director holds in his or her own name a minimum number of shares of the company, which number may be set by the articles of association or bylaws of the company. With a view to good governance, your Board has decided to strengthen this obligation for directors to hold and retain shares, including in its bylaws the need for each director to allocate at least 10% of directors’ fees received in respect of his or her duties, to the purchase of Bolloré shares each year, until such time as the counterparty of the number of shares held is equivalent to a year’s director’s fees received (i.e. for the duties performed in respect of 2013, an amount of 23,500 euros). As a result of the method chosen by your Board, it is proposed that, by voting on the resolution two, you remove the provision in the articles of association (article 12.3) relating to shares held by directors and setting the number of shares to be held by each director at one.
POWERS TO BE GIVEN (RESOLUTION THREE)
We request that you assign full powers to the persons bearing copies or an extract of the minutes of this Extraordinary General Meeting for the completion of all legal formalities.
The Board of Directors
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AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF JUNE 5, 2014
• Report by the Board of Directors. • Amendments to article 12 of the articles of association to determine the way directors representing employees are chosen, in accordance
with the French law of June 14, 2013 on security in employment. • Deletion of the provisions of article 12.3 of the articles of association with reference to shares held by directors. • Powers to be given.
PRESENTATION OF RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
By voting on resolution one, we ask you to amend article 12 of the articles of association to determine the way directors representing employees are chosen, in accordance with the French law of June 14, 2013 on security in employment. Our company is required by law to appoint directors representing employees, with the right to vote. We ask you to approve one of the methods of selecting these directors, as provided for by law, namely the designation of dmployee directors by the Group Works Council.
Employee directors are appointed for a duration of three years.
By voting on resolution two, we ask you to remove the provisions of article 12.3 of the articles of association relating to shares held by directors.
POWERS TO BE GIVEN
Resolution three is a standard resolution to give powers necessary to carry out the required administrative and legal formalities.
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RESOLUTIONS PRESENTED TO THE EXTRAORDINARY GENERAL MEETING OF JUNE 5, 2014
RESOLUTION ONE (Amendments to article 12 of the articles of association
to determine the way in which employee directors are chosen,
in accordance with the French law of June 14, 2013 on security
in employment)
The General Meeting, ruling under the quorum and majority conditions required for Extraordinary General Meetings, after hearing the report of the Board of Directors, decides to include under article 12 of the articles of association, a fi fth point, entitled – Employee directors, as follows:
“Article 12 – Board of Directors 1. Composition
…../….. 2. Appointment of directors
…../….. 3. Shares of directors
…../….. 4. Chairman of the Board of Directors
…../….. 5. Employee directors
Pursuant to article L. 225-27-1 of the French company law (Code de commerce), the Board includes employee directors. Two employee directors must be appointed by the General Meeting in companies where the Board of Directors has more than twelve members, and one where the Board has twelve members or fewer. The number of members of the Board of Directors to be taken into account in determining the number of employee directors, is that in e% ect on the date of designating said employee directors.
Directors elected by the employees pursuant to article L. 225-27 of the French company law (Code de commerce), as well as shareholder employee directors appointed pursuant to article L. 225-23 of the French company law (Code de commerce), are not taken into account for this purpose. The employee director(s) is (are) nominated by the Group Works Council for a period of three years. The duties of an employee director will end at the expiry of the three-year period following the date of their designation by the Group Works Council.”
RESOLUTION TWO (Deletion of the provisions of article 12.3 of the articles
of association with reference to shares held by directors)
The General Meeting, ruling under the quorum and majority conditions required for Extraordinary General Meetings, after hearing the report of the Board of Directors, decides to delete the provisions under point 3 of article 12 of the articles of association relating to shares held by directors.
RESOLUTION THREE (Powers for formalities)
The General Meeting assigns full powers to the persons bearing the original, a copy or extract of the minutes of this General Meeting to effect all filing, publication, declarations and legal formalities necessary.
B O L L O R É R E G I S T R AT I O N D O C U M E N T 2 013
Ordinary and Extraordinary General Meeting of June 5, 2014
French limited company (société anonyme) with share capital of 437,471,456 euros Registered o$ ce: Odet – 29500 Ergué-Gabéric Head o$ ce: 31-32, quai de Dion-Bouton 92811 Puteaux Cedex – France Tel.: +33 (0)1 46 96 44 33 / Fax: +33 (0)1 46 96 44 22 www.bollore.com RCS (Register of Commerce and Companies) in Quimper, registration no. 055 804 124
AMF
This registration document was fi led with the Autorité des marchés fi nanciers (AMF) on April 30, 2014, in accordance with article L. 212-13 of the AMF general regulations. It may be used to support fi nancial transactions if accompanied by a securities note approved by the AMF. This document was prepared by the issuer and its signatories are liable for its content. Historical financial information: (i) the consolidated financial statements and accompanying Statutory Auditors’ report on pages 139 to 217 of the registration document for the fi nancial year ended December 31, 2012, fi led with the AMF on April 30, 2013, under reference number D.13-0487, (ii) the consolidated fi nancial statements and accompanying Statutory Auditors’ report on pages 69 to 140 of the registration document for the fi nancial year ended December 31, 2011, fi led with the AMF on April 27, 2012, under reference number D.12-0461, are included by reference in the registration document for the year ended December 31, 2013.
The registration document is printed on the following paper: Novatech Satin (FSC), Imagine Silk and O! set Tauro (PEFC).
DESIGN AND PUBLICATION
TOUR BOLLORÉ
31-32, QUAI DE DION-BOUTON
92811 PUTEAUX CEDEX – FRANCE
TEL.: +33 1 46 96 44 33
FAX: +33 1 46 96 44 22
www.bo l l o re .com
