TRANSLATION of the FRENCH “RAPPORT ANNUEL” AS of APRIL 30, 2013 Combined Shareholders’ Meeting October 18, 2013
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TRANSLATION OF THE FRENCH “RAPPORT ANNUEL” AS OF APRIL 30, 2013 Combined Shareholders’ Meeting October 18, 2013 This document is a free translation into English of the original French “Rapport annuel”, hereafter referred to as the “Annual Report”. It is not a binding document. In the event of a conflict in interpretation, reference should be made to the French version, which is the authentic text. Chairman’s message 2 Parent company financial statements 183 Executive and Supervisory Bodies - Statutory Auditors 1. Balance sheet 184 as of April 30, 2013 4 2. Income statement 186 Simplified organizational chart of the Group 3. Cash flow statement 187 as of April 30, 2013 5 4. Notes to the parent company financial statements 188 Financial highlights 6 5. Subsidiaries and equity investments 196 6. Portfolio of subsidiaries and equity investments, Management report of the Board of Directors 7 other long-term and short-term investments 197 CHRISTIAN DIOR GROUP 7. Company results over the last five fiscal years 198 8. Statutory Auditors’ reports 199 1. Consolidated results 8 2. Results by business group 11 Resolutions for the approval of the Combined 3. Business risk factors and insurance policy 19 Shareholders’ Meeting of October 18, 2013 203 4. Financial policy 25 5. Stock option and bonus share plans 28 Ordinary resolutions 204 6. Exceptional events and litigation 29 Extraordinary resolution 206 7. Subsequent events 30 Statutory Auditors’ report on the proposed 8. Recent developments and prospects 30 decrease in share capital 207 CHRISTIAN DIOR PARENT COMPANY Other information 209 1. Results of Christian Dior 32 GOVERNANCE 2. Share ownership of the Company 33 3. Stock option and bonus share plans 34 1. List of positions or offices exercised 4. Financial authorizations 44 in all companies by company officers 210 5. Share repurchase program 46 2. Statutory Auditors 219 6. Remuneration of company officers 49 3. Charter of the Board of Directors 220 7. Administrative matters 51 4. Internal rules of the Performance Audit Committee 223 8. Information that might have an impact 5. Internal rules of the Nominations on a takeover bid or exchange offer 51 and Compensation Committee 225 6. Bylaws 227 WORKFORCE, ENVIRONMENTAL AND SOCIAL REPORT GENERAL INFORMATION CONCERNING 1. Group reporting on employee-related issues 54 THE COMPANY AND ITS CAPITAL – STOCK MARKET 2. Effects of operations on the environment 74 3. Independent verifier’s attestation and moderate 1. History of the Group 236 assurance report on workforce, 2. Information regarding the parent company 238 environmental and social information 84 3. Information regarding the capital 239 4. Analysis of share capital and voting rights 240 Report of the Chairman of the Board of Directors 87 5. Market for financial instruments issued by Christian Dior 242 1. Corporate governance 88 6. Main locations and properties 245 2. Implementation of risk management and internal control procedures 93 Statement of the Company Officer responsible 3. Statutory Auditors’ report 105 for the Annual Report 248 Consolidated financial statements 107 1. Consolidated income statement 108 2. Consolidated statement of comprehensive gains and losses 109 3. Consolidated balance sheet 110 4. Consolidated statement of changes in equity 111 5. Consolidated cash flow statement 112 6. Notes to the consolidated financial statements 114 7. Statutory Auditors’ report 182 Annual Report as of April 30, 2013 Annual Report as of April 30, 2013 1 Chairman’s message The Christian Dior group exhibited excellent performance over the fiscal year and continues to expand market share in a mixed international environment. Our brands are strong; our teams are committed and react fast, with an obsession for quality, creativity and excellence. This is what is driving the Group forward at every level and has sustained our business at a time of economic uncertainty in Europe and a temporary period of slower growth in Asia. A wealth of achievements in all our business lines The fiscal year has been marked by a wealth of achievements. Here are just some of the many accomplishments we can be proud of: an excellent reception of the first Haute Couture and Ready to Wear collections by Dior’s new artistic director; very solid growth in wines and spirits, in terms of both volume and value; ceaseless excellence at Louis Vuitton as it achieves growth in all of its business lines and continues to build up its multiple areas of expertise; sustained improvement thanks to thoroughgoing efforts at the fashion brands (Céline is currently the most outstanding example of this); the success of our perfume and cosmetics brands, with their genuine message of unfailing quality and authentic innovation in a market saturated with new, sometimes short-lived products; the healthy momentum of our watch and jewelry brands, fed by the vitality of their iconic product lines and expanded manufacturing capabilities; a full-year contribution from Bulgari; the fortified positions of DFS and Sephora, which continue to win over and keep new customers from a wide range of cultures thanks to the most innovative products and services in their sector… the list goes on. I would also like to mention our achievements in emerging markets, where the prospects for growth are excellent and we are building solid foundations for the future. Talented teams, ambitious goals What lies behind these successes? Talented management teams setting ambitious goals, creative talents inspired by brands destined to become modern icons, dynamic employees delivering our success on the ground… More than 100,000 passionate, dedicated individuals working for our brands and subsidiaries around the world, spanning a wide spectrum of roles. These are the men and women who amplify our success, thanks to their diversity and the broad range of skills in which they excel. 2 Annual Report as of April 30, 2013 Moving forward with confidence Against a backdrop of economic and monetary uncertainty, our Group is moving forward with confidence. As always, it can count on the outstanding quality of its foundations, its highly effective business model and robust financial position. With very limited debt and free cash flow of 2.5 billion euros, we can invest whenever and wherever it is necessary to support and develop our brands, seize new opportunities as they arise and stay on track for consistent growth. A substantial number of projects are ongoing or will come to fruition over the coming months. Our brands will continue to innovate, cultivate their appeal and take center stage. As we explore new territories and strengthen our production capabilities, our unwavering desire to maintain the quality that guarantees the reputation and success of our products and brands remains right at the heart of our objectives. Responsiveness and long-term vision Aside from our Group’s intrinsic stability and financial strength, I would like to reiterate the importance of the fantastic asset represented by all our employees. In this period of limited visibility into the future, the responsiveness afforded by our decentralized structure is one of our key strengths. This is what enables us to remain close to the markets and stay abreast of new developments as they occur. This is what gives us the flexibility to make good decisions fast and then seize every opportunity to increase our market share by meticulously implementing those decisions on the ground. We manage the situations facing us and the challenges that lie ahead by rallying all of our insights and energy at our brands and across the world’s markets, without ever losing sight of our long-term goals and the sense of dedication they entail. Moët & Chandon was founded in 1743, Hennessy in 1765, Guerlain in 1828, Dior in 1947. A brand is built over time, and patience is an essential virtue. As is an awareness of issues that are part and parcel of our long-term strategy: the riches of nature – to which we owe so much –, the wellbeing and development of our employees, our company’s social responsibility, the ethical standards that we share with our suppliers as partners in our value-creation strategy, our customers’ loyalty and the trust of our shareholders. These components of our intangible capital are so precious for our future success. Exciting prospects What matters most to me is keeping firm focus on the long term. Our business – excellent products – is experiencing a growing influence from new customers expressing a desire for authenticity, aspiring towards custom-made items or services and increasingly aware of what makes our products special: their creative appeal and finely crafted quality. This deeply-rooted trend will open up a panoply of exciting prospects for us. Bernard ARNAULT Annual Report as of April 30, 2013 3 Executive and Supervisory Bodies Statutory Auditors as of April 30, 2013 BOARD OF PERFORMANCE DIRECTORS AUDIT COMMITTEE Bernard ARNAULT Eric GUERLAIN (a) Chairman and Chief Executive Officer Chairman Eric GUERLAIN (a) Renaud DONNEDIEU DE VABRES (a) Vice-Chairman Christian de LABRIFFE (a) Sidney TOLEDANO Group Managing Director Delphine ARNAULT NOMINATIONS Denis DALIBOT AND COMPENSATION (a) Hélène DESMARAIS COMMITTEE Renaud DONNEDIEU DE VABRES (a) Ségolène GALLIENNE (a) Eric GUERLAIN (a) Chairman Pierre GODÉ Hélène DESMARAIS (a) Christian de LABRIFFE (a) Christian de LABRIFFE (a) Jaime de MARICHALAR Y SÁENZ DE TEJADA (a) STATUTORY AUDITORS ERNST & YOUNG et Autres represented by Benoit Schumacher MAZARS represented by Simon Beillevaire (a) Independent