Reference Document 2015
Total Page：16
File Type：pdf, Size：1020Kb
REFERENCE DOCUMENT 2015 Pursuant to Article 212-13 of the General Regulations of the Autorité des Marchés Financiers (AMF), this reference document was filed with the AMF on 29 April 2016 under the number D. 16-0447. It may be used in support of a financial operation if accompanied by a "note d'opération" (securities note) approved by the AMF. This document has been authored by the issuer and is binding upon the signatories. Pursuant to Article 28 of European Commission (EC) Regulation 809/2004, the following information is included in this reference document by way of reference: ● The consolidated and individual financial statements for the fiscal year ended 31 December 2013, as well as the related auditors' reports, appear on pages 95 to 176 of the reference document filed with the AMF on 17 April 2014 under number D. 14-0377. ● The consolidated and individual financial statements for the fiscal year ended 31 December 2014, as well as the related auditors' reports, appear on pages 95 to 181 of the reference document filed with the AMF on 24 April 2015 under number D. 15-0405. Copies of this document are available at GAMELOFT SE's registered office: 14 rue Auber, 75009 PARIS. Registered office: 14 rue Auber, 75009 Paris European Company with capital of 4,352,576.10 euros Tel.: (33) 1 58 16 20 40 Paris Corporate and Trade Register No. 429 338 130 – NAF code 5821 2015 Reference Document Page 1 CONTENTS 1. PERSONS RESPONSIBLE FOR THE DOCUMENT 9 1.1 Person Responsible for the Reference Document 1.2 Certification of the Person Responsible for the Document 1.3 Persons Responsible for the Audit of the Financial Statements 1.3.1 Principal Auditors 1.3.2 Acting Auditors 1.4 Person Responsible for Financial Communications 1.5 Financial Communications Schedule 2. MANAGEMENT REPORT 12 2.1 Group Activity and Earnings for Fiscal Year 2015 2.1.1 Presentation of the Group 2.1.1.1 History and Company Activity 2.1.1.1.1 Mobile and Tablet Games 2.1.1.1.2 TV Games 2.1.1.1.3 Gameloft Game Distribution 2.1.1.1.4 Highlights of 2015 2.1.1.2 Group Strategy 2.1.1.2.1 The Only Game Catalogue of Its Kind in the World 2.1.1.2.2 World-Renowned Quality 2.1.1.2.3 A Catalogue of Strong Licences 2.1.1.2.4 The Most Extensive Distribution Network in the Industry 2.1.1.3 Market Outlook 2.1.2 Earnings for Fiscal Year 2015 2.1.2.1 Highlights of Fiscal Year 2015 2.1.2.2 Quarterly and Annual Consolidated Revenue 2.1.2.3 Revenue by Business Segment 2.1.2.4 Revenue by Geographic Region 2.1.2.5 Change in Income 2.1.2.6 Change in Working Capital Requirement (WCR) and Debt 2.1.2.7 Policy on Financing of Assets 2.1.3 Cash Assets and Capital 2.1.3.1 Change in Shareholders' Equity Capital 2.1.3.2 Cash Flow 2.1.3.3 Borrowing Terms and Financing Structure 2.1.4 Sustained Development 2.1.4.1 Note on Methodology 2.1.4.1.1 Reporting Period 2.1.4.1.2 Reporting Scope 2015 Reference Document Page 2 2.1.4.1.3 Reporting Principle 2.1.4.2 Human Resources 2.1.4.2.1 The Market's Top Development Operation 2.1.4.2.2 Attracting and Retaining Talent 2.1.4.2.3 Diversity 2.1.4.2.4 Providing a Work Setting That Ensures Well-Being 2.1.4.3 Environment: Environmental Indicators 2.1.4.4 Societal 2.1.4.4.1 A Company That Listens to Its Customers 2.1.4.4.2 Territorial, Economic and Social Impacts 2.1.4.4.3 Human Rights 2.1.4.4.4 Subcontracting and Suppliers 2.1.4.4.5 Actions Taken to Prevent Corruption 2.1.4.5 Report from the Independent Third-Party Entity on Consolidated Social, Environmental and Societal Information Appearing in the Management Report 2.1.5 Subsidiaries and Equity Capital Holdings 2.1.5.1 Organisational Chart as of 31 December 2015 2.1.5.2 Change over the Fiscal Year 2.1.5.3 Subsidiary Activities 2.1.6 General Information 2.1.6.1 Investment Policy 2.1.6.2 Research and Development Policy 2.1.7 Risk Factors 2.1.7.1 Risks Related to Activity 2.1.7.1.1 Risks Related to Failure to Implement the Development Plan 2.1.7.1.2 Risks Related to Delays in the Release of a Major Game 2.1.7.1.3 Risks Related to Employees and to the Departure of Key Employees 2.1.7.1.4 Risks Related to Conducting Business in Several Countries 2.1.7.1.5 Risks Related to Dependence on Clients 2.1.7.1.6 Risks Related to Dependence on Suppliers, Subcontractors and Strategic Partners 2.1.7.1.7 Risks Related to Changes in Technology 2.1.7.1.8 Risks Related to Infrastructure Failure 2.1.7.1.9 Risks Related to Information Systems and Computer Security 2.1.7.1.10 Risks Related to Growth Management 2.1.7.1.11 Risks Related to Grants and Tax Credits 2.1.7.1.12 Risks Related to Accounting and Finances 2.1.7.2 Legal Risks 2.1.7.2.1 Litigation – Legal Proceedings and Arbitration 2.1.7.2.2 Regulatory Environment 2.1.7.2.3 Intellectual Property Risks 2.1.7.2.4 Risks Related to Licence Agreements and to Distribution 2.1.7.3 Industrial Risks or Risks Related to the Environment 2.1.7.4 Financial Risks 2.1.7.5 Insurance and Risk Coverage 2.1.8 Off-Balance Sheet Commitments 2.1.9 Events Subsequent to the Close of Year 2015 Reference Document Page 3 2.2 Year-End Individual Financial Statements at 31 December 2015 2.2.1 Individual Financial Statements of Gameloft SE at 31 December 2015 2.2.1.1 Gameloft SE Balance Sheet at 31 December 2015 2.2.1.2 Gameloft SE Income Statement at 31 December 2015 2.2.2 Financial Table 2.2.3 Proposed Allocation of Profit 2.2.4 The LME Law – Gameloft SE Payment Deadlines (in €K) 2.3 Information about the Company 2.3.1 General Information about the Company 2.3.2 Additional Information about the Company 2.3.2.1 Memoranda of Association and Articles of Association 2.3.2.1.1 Corporate Purpose (Article 3 of the Articles of Association) 2.3.2.1.2 Year-End Financial Statements – Allocation and Distribution of Profit (Article 26 of the Articles of Association) 2.3.2.1.3 General Meetings (Articles 20, 21 and 22 of the Articles of Association) 2.3.2.1.4 Holdings outside the Statutory Thresholds (Article 8 of the Articles of Association) 2.3.2.1.5 Rights Attached to Shares (Articles 9 and 10 of the Articles of Association) 2.3.2.1.6 Amendments to the Articles of Association 2.3.2.2 Share Capital 2.3.2.2.1 Take-Over Bid 2.3.2.2.2 Change in Share Capital during the Fiscal Year Ended 31 December 2015 2.3.2.2.3 Buyback by the Company of Its Own Shares 2.3.2.2.4 Unissued Authorised Capital 2.3.2.2.5 Potential Capital 2.3.2.2.6 Share Subscription Options (Plans in Effect at 31 December 2015) 2.3.2.2.7 Bonus Issues of Shares (Plans in Effect at 31 December 2015) 2.3.2.2.8 The Employee Stock Ownership Plan within the Framework of a Collective Employee Shareholding Plan (Hereinafter FCPE) 2.3.2.2.9 Change in Share Capital over the Last Three Fiscal Years 2.3.2.2.10 Securities Not Representing Capital 2.3.2.2.11 Purchase Rights or Obligations Linked to Capital Subscribed but Not Paid 2.3.2.2.12 Options or Agreements Not Conditional on a Member of the Group 2.3.2.2.13 Identifying Security Holders 2.3.2.2.14 Provision Causing a Delay in Change in Control 2.3.2.2.15 Clause Establishing Approval Requirement 2.3.2.2.16 Provision Governing Changes in Capital when These Conditions Are Stricter than Those Provided by Law 2.3.2.2.17 Gameloft Shares 2.3.2.2.18 Dividends 2.3.2.2.19 Changes in Share Capital since the End of Fiscal Year 2015 2.3.2.2.20 Securities Services Provider 2.3.2.3 Key Shareholders 2.3.2.3.1 Changes in the Share Structure over the Last Three Fiscal Years 2.3.2.3.2 Distribution of Capital and Voting Rights at 4 April 2016 2.3.2.3.3 Holdings outside Thresholds concerning Capital and Voting Rights 2015 Reference Document Page 4 2.3.2.3.4 Agreements Made by the Company Which Are Amended or Terminated in Case of Change in Control 2.3.2.3.5 Shareholders’ Agreements 2.4 Corporate Governance 2.4.1 Code of Corporate Governance 2.4.2 Composition and Operation of the Board of Directors and Management 2.4.2.1 Composition of the Board of Directors 2.4.2.2 The Group's Management 2.4.2.3 Rules Applicable to the Appointment and Replacement of the Members of the Board of Directors 2.4.2.4 Operation of the Board of Directors and Management 2.4.2.5 Absence of Fraud Conviction, of Association with Bankruptcy or of Incrimination and/or Public Sanction 2.4.2.6 Loans and Guarantees Granted to the Board of Directors 2.4.2.7 Potential Conflicts of Interest concerning Members of the Board of Directors 2.4.2.8 Services Contract with the Issuer and Its Subsidiaries 2.4.3 Composition/Role and Functions of the Board of Directors’ Committees 2.4.3.1 Composition of the Committees 2.4.3.2 Role and Functions of the Committees of the Board 2.4.3.2.1 Appointments and Compensation Committee 2.4.3.2.2 Audit Committee 2.4.4 Other Mandates and Functions Exercised by Members of the Administrative and Management Bodies 2.4.4.1 Mandates and Functions Exercised within the Gameloft Group 2.4.4.1.1 Mandates and Functions in Effect at 31 December 2015 within the Gameloft Group 2.4.4.1.2 Mandates and Functions Expired over the Course of the Last Five Fiscal Years within the Gameloft Group 2.4.4.2 Mandates and Functions Exercised outside of the Gameloft Group 2.4.4.2.1 Mandates and Functions in Effect at 31 December 2015 outside of the Gameloft Group 2.4.4.2.2 Mandates and Functions Expired over the Course of the Last Five Years outside of the Gameloft Group 2.4.5 Compensation of Senior Executives 2.4.5.1 Compensation and Benefits of Any Kind Earned by Executive Directors 2.4.5.2 Directors' Fees and Other Compensation Received by Non-executive Directors 2.4.5.3 Stock Option and Subscription Plan 2.4.5.4 Bonus Issues of Shares 2.4.5.5 Compensation and Benefits Due to Termination of the Duties of the Company's Managers 2.4.6 Operations Referred to in Article L.