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2011 Registration Document Annual Financial Report SUMMARY

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2011 Registration Document Annual Financial Report SUMMARY 2011 Registration Document Annual Financial Report SUMMARY 1 PRESENTATION OF THE GROUP 3 6 ADDITIONAL INFORMATION 227 1.1 Main key figures 4 6.1 Information about the Company 228 1.2 The Group’s strategy and general structure 5 6.2 Information about the share capital 232 1.3 Minerals 10 6.3 Shareholding 238 1.4 Minerals for Ceramics, Refractories, 6.4 Elements which could have an impact Abrasives & Foundry 17 in the event of a takeover bid 241 1.5 Performance & Filtration Minerals 26 6.5 Imerys stock exchange information 242 1.6 Pigments for Paper & Packaging 32 6.6 Dividends 244 1.7 Materials & Monolithics 36 6.7 Shareholder relations 244 1.8 Innovation 43 6.8 Parent company/subsidiaries organization 245 1.9 Sustainable Development 48 ORDINARY AND EXTRAORDINARY REPORTS ON THE FISCAL YEAR 2011 65 7 SHAREHOLDERS’ GENERAL MEETING 2 OF APRIL 26, 2012 247 2.1 Board of Directors’ management report 66 2.2 Statutory Auditors' Reports 77 7.1 Presentation of the resolutions by the Board of Directors 248 7.2 Agenda 254 7.3 Draft resolutions 255 3 CORPORATE GOVERNANCE 83 3.1 Board of Directors 84 3.2 Executive Management 103 PERSONS RESPONSIBLE FOR THE 3.3 Compensation 105 8 REGISTRATION DOCUMENT AND THE AUDIT 3.4 Stock options 109 OF ACCOUNTS 261 3.5 Free shares 114 8.1 Person responsible for the Registration Document 262 3.6 Specific terms and restrictions applicable to grants 8.2 Certificate of the person responsible to the Chairman and Chief Executive Officer 116 for the Registration Document 262 3.7 Corporate officers’ transactions in securities 8.3 Auditors 263 in the Company 117 8.4 Information included in the Registration Document by reference 264 8.5 Person responsible for financial information 264 4 RISK FACTORS AND INTERNAL CONTROL 119 4.1 Risk factors 120 4.2 Internal control 125 CROSS REFERENCE 9 AND RECONCILIATION TABLES 265 9.1 Cross reference table 266 FINANCIAL STATEMENTS 133 5 9.2 Table of reconciliation with the Annual 5.1 Consolidated financial statements 134 Financial Report 269 5.2 Statutory financial statements 204 5.3 Audit fees 225 2011 Registration Document including the Annual Financial Report IMERYS French Limited Liability Company (Société Anonyme) with a Board of Directors with a share capital of €150 285 032 Registered office: 154, rue de l'Université 75007 Paris – France Tel: +33 (0) 1 49 55 63 00 Fax: +33 (0) 1 49 55 63 01 562 008 151 R.C.S. Paris The original document was fi led with the AMF (French Securities Regulator) on March 22 , 2012 , in accordance with article 212-13 of the general regulations of the AMF. As such, it may be used to support a fi nancial transaction if accompanied by a prospectus duly approved by the AMF. This document was drawn up by the issuer and is binding on its signatories. It includes all information comprising the Annual Financial Report. This document is a free translation into English of the French Registration Document for convenience purposes only. In case of discrepancies between both versions, the French one shall prevail. 2 2011 REGISTRATION DOCUMENT IMERYS PRESENTATION OF THE GROUP 1 1.1 MAIN KEY FIGURES 4 1.2 THE GROUP’S STRATEGY AND GENERAL STRUCTURE 5 1.2.1 Strategy 5 1.2.2 Imerys’ products 7 1.2.3 Diversity of applications and markets served 7 1.2.4 Global presence 8 1.2.5 The Group’s general structure 9 1.3 MINERALS 10 1.3.1 Imerys minerals 10 1.3.2 Mineral reporting principles applied by Imerys 13 1.3.3 Mineral reserves 14 1.4 MINERALS FOR CERAMICS, REFRACTORIES, ABRASIVES & FOUNDRY 17 1.4.1 Business group overview 18 1.4.2 Minerals for Ceramics 19 1.4.3 Minerals for Refractories and Oilfi elds 21 1.4.4 Fused Minerals 23 1.4.5 Graphite & Carbon 24 1.5 PERFORMANCE & FILTRATION MINERALS 26 1.5.1 Business group overview 27 1.5.2 Performance Minerals 28 1.5.3 Minerals for Filtration 30 1.6 PIGMENTS FOR PAPER & PACKAGING 32 1.7 MATERIALS & MONOLITHICS 36 1.7.1 Business group overview 37 1.7.2 Building materials 37 1.7.3 Refractory Solutions 40 1.8 INNOVATION 43 1.8.1 Research, Technology & Innovation 43 1.8.2 Intellectual property 47 1.9 SUSTAINABLE DEVELOPMENT 48 1.9.1 Imerys’ Sustainable Development approach 49 1.9.2 Ethics and Human Rights 52 1.9.3 Environment 53 1.9.4 Safety and Health 56 1.9.5 Regulatory compliance, auditing 58 1.9.6 Community relations 58 1.9.7 Human Resources 59 3 PRESENTATION OF THE GROUP 1 Main key figures 1.1 MAIN KEY FIGURES (€ millions) 2011 2010 (1) 2009 2008 (2) 2007 (2) Consolidated results Sales 3,674.8 3,346.7 2,773.7 3,449.2 3,401.9 Change at comparable Group structure and exchange rates + 8.1% + 15.0% - 19.9% + 0.7% + 4.2% Current operating income 487.0 421.5 248.9 414.6 482.9 Change at comparable Group structure and exchange rates + 13.7% + 69.5% - 41.0% - 13.5% + 7.9% Net income from current operations, Group’s share 303.1 242.0 119.3 267.1 316.7 Net income, Group’s share 282.0 243.7 41.3 161.3 284.2 Average weighted number of outstanding shares during the year (thousands) 75,273 75,400 72,054 67,486 (7) 68,055 (7) Net income from current operations per share (€) 4.03 3.21 1.66 3.96 (7) 4.65 (7) Dividend per share (€) 1.50 (6) 1.20 1.00 0.93 (7) 1.77 (7) Consolidated balance sheet Shareholders’ equity 2,210.9 2,131.8 1,855.8 1,546.3 1,663.5 Gross financial debt 1,449.0 1,226.2 1,222.4 1,781.6 1,419.1 Cash 417.9 353.4 258.1 215.5 76.1 Net financial debt 1,031.1 872.8 964.3 1,566.1 1,343.0 Financing EBITDA 686.0 621.0 416.6 573.4 649.6 Capital expenditure (3) 227.4 154.9 132.1 237.3 343.4 Acquisitions (4) 246.9 68.5 11.0 155.8 232.8 Financial resources 2,759.2 2,231.7 2,345.3 2,353.6 2,328.9 Average maturity of financial resources as of December 31 (years) 3.8 3.8 4.5 5.5 6.4 Net financial debt/EBITDA 1.5 1.4 2.3 2.7 2.1 Net financial debt/shareholders’ equity (%) 46.6% 40.9% 52.0% 101.3% 80.7% ROCE (5) 14.0% 13.1% 7.6% 12.2% 15.0% Market capitalization as of December 31 2,674 3,765 3,166 2,041 3,550 Employees as of December 31 16,187 15,090 14,592 17,016 17,552 (1) 2010 results have been restated following the change in accounting method related to the recognition of employee benefits, applied on January 1, 2011 and detailed in Note 2.2 to the consolidated financial statements in chapter 5 of the Registration Document. (2) Results for 2007 and 2008 were restated following two changes of presentation applied as of January 1, 2009, details of which are given in Note 2 to the consolidated financial statements in chapter 5 of the 2010 Registration Document (page 138). (3) Paid capital expenditure, net of divestments and subsidies. (4) Paid acquisitions excluding divestments. (5) Return on capital employed, i.e. current operating income divided by average capital employed. Average capital employed for a given financial year corresponds to the average between the capital employed at the beginning of the year and the capital employed at the end of the year. In 2011, capital employed was calculated on the basis of a quarterly average to take into account the acquisition of the Luzenac group on August 1. (6) Dividend proposed at the Shareholders’ General Meeting on April 26, 2012. (7) Average weighted number of outstanding shares, net income from current operations per share and dividend per share were restated for financial years 2007 and 2008 further to the rights issue of June 2, 2009. Details and comments on the main financial aggregates (particularly at comparable Group structure and exchange rates) are given in the Board of Directors’ Management Report (see C hapter 2, section 2.1 of the Registration Document). 4 2011 REGISTRATION DOCUMENT IMERYS PRESENTATION OF THE GROUP The Group’s strategy and general structure 1.2 THE GROUP’S STRATEGY AND GENERAL STRUCTURE 1.2.1 STRATEGY 1 The world leader in mineral-based specialties for industry, Imerys Speeding up internal growth designs high-performance products from minerals that it mines and converts using sophisticated technical processes. These The focus is on three strategic orientations: step ping up Research specialties deliver essential features to its customers’ products and & Development (R&D) efforts, the Group’s expansion in emerging manufacturing processes. The Group’s strengths ensure a level of countries and greater presence in high-potential markets. operating profitability and a competitive advantage over the long term. Stepping up R&D efforts ❚ THE GROUP’S STRENGTHS Since the creation of the Innovation Department in 2008, which coordinates business groups’ research efforts and runs some Imerys has robust strengths that enable it to achieve its strategic significant, transversal projects, the resources allocated to R&D ambitions: have been gradually increased.
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