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2013 REGISTRATION DOCUMENT Worldreginfo - Fd27ed7a-1Afa-4854-81Fd-Bbde17512acf NORBERT DENTRESSANGLE

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2013 REGISTRATION DOCUMENT Worldreginfo - Fd27ed7a-1Afa-4854-81Fd-Bbde17512acf NORBERT DENTRESSANGLE 2013 REGISTRATION DOCUMENT WorldReginfo - fd27ed7a-1afa-4854-81fd-bbde17512acf NORBERT DENTRESSANGLE A FRENCH LIMITED COMPANY (SOCIETE ANONYME) WITH AN EXECUTIVE BOARD AND SUPERVISORY BOARD SHARE CAPITAL: €19.672.482 REGISTERED OFFICE: 192 AVENUE THIERS - 69006 LYON - FRANCE TRADE AND COMPANIES REGISTRY NO. 309 645 539 2013 REGISTRATION DOCUMENT This Registration Document was registered and fi led with the French Financial Markets Authority (AMF) on 24 April 2014, pursuant to Article 212-13 of said authority’s General Regulations. It may be used as source of reference for fi nancial transactions if it has an AMF-approved securities note. This document was prepared by the issuer and the liability of its signatories is bound by virtue hereof. This document contains all the information set forth in the Annual Financial Report. Free-of-charge copies of this registration document may be obtained from the Norbert Dentressangle Group’s registered offi ce at 192 avenue Thiers - 69006 Lyon - France, and on the websites of Norbert Dentressangle (www.norbert-dentressangle.com) and the French Financial Markets Authority (www.amf-france.org). WorldReginfo - fd27ed7a-1afa-4854-81fd-bbde17512acf NORBERT DENTRESSANGLE CONTENTS Pages 1 CHAPTER 1 - PRESENTATION OF NORBERT DENTRESSANGLE 5 1.1. Key dates and events 6 1.2. Simplifi ed organisation chart at 31 December 2013 (% of share capital) 7 1.3. Role of the different legal entities 7 1.4. Norbert Dentressangle operations 8 1.5. Main markets and operations 11 1.6. Selected fi nancial information 13 1.7. Propertys, warehouses and equipments 13 1.8. Capital expenditure policy 14 1.9. Strategic contracts 15 2 CHAPTER 2 - MANAGEMENT REPORT 17 22.1. Review of Norbert Dentressangle as at 31 December 2013 18 2.2. Company fi nancial statements 26 2.3. Offi ces and positions held by the corporate offi cers 28 2.4. Summary of (gross) remuneration and benefi ts paid to the corporate offi cers 39 2.5. Special report of the Executive Board 45 2.6. Securities transactions 45 2.7. Human resources 46 2.8. Social, societal and environmental report 47 2.9. Research and development 69 2.10. Factors likely to have an impact in the event of a public offering 69 2.11. Risk factors 71 2.12. Summary table of the current powers 76 2.13. Review certifi cate and report of the independent auditor on social, societal and environmental report 77 3 CHAPTER 3 - FINANCIAL STATEMENTS 79 3.1. Consolidated income statement 80 3.2. Statement of amounts posted to shareholders’ equity 81 3.3. Consolidated balance sheet 82 3.4. Consolidated cash fl ow statement 83 3.5. Change in consolidated shareholders’ equity 84 3.6. Notes to the 2013 consolidated fi nancial statements under IFRS 85 3.7. Statutory Auditors’ report on the consolidated fi nancial statements 123 3.8. Company fi nancial statements and notes 125 3.9. Statutory Auditors’ report on the annual fi nancial statements 141 3.10. Statutory Auditors’ report on regulated commitments and agreements 143 2 NORBERT DENTRESSANGLE - 2013 registration document WorldReginfo - fd27ed7a-1afa-4854-81fd-bbde17512acf NORBERT DENTRESSANGLE CONTENTS Pages 4 CHAPTER 4 - CORPORATE GOVERNANCE 145 4.1. The Supervisory Board 146 4.2. The Executive Board 149 4.3. Service contracts 149 4.4. Specialist committees 150 4.5. Confl icts of interests 151 4.6. Declarations on the personal circumstances of members of the administrative, management and supervisory bodies 151 4.7. Restrictions 151 4.8. Report of the Chairman of the Supervisory Board on the internal control procedures 152 4.9. Statutory Auditors’ report on the report of the Chairman of the Supervisory Board 163 4.10. Statutory Auditors: appointments and fees 164 5 CHAPTER 5 - INFORMATION OF A GENERAL NATURE PERTAINING TO THE COMPANY AND ITS SHARE CAPITAL 165 5.1. Information of a general nature regarding Norbert Dentressangle S.A 166 5.2. Deed of incorporation and Memorandum and Articles of Association 166 5.3. Shareholding structure and distribution of voting rights 171 5.4. Dividend 175 5.5. Transaction 176 6 CHAPTER 6 - SHAREHOLDERS’ COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING OF 21 MAY 2014 177 6.1 Report on resolutions submitted to the Shareholders’ Combined Ordinary and Extraordinary General Meeting 178 6.2. Comments of the Supervisory Board 182 6.3. Share buyback programme 183 6.4. Statutory Auditors’ report on transactions involving the share capital 185 6.5. Draft resolutions to be put before the Shareholders’ General Meeting 189 7 CHAPTER 7 - PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND REPORTING POLICY 197 7.1. Person responsible for the Registration Document 198 7.2. Certifi cation of the person responsible for the Registration Document 198 7.3. Information included by reference 198 7.4. Documents available to the public 199 7.5. Published reports 199 3 NORBERT DENTRESSANGLE - 2013 registration document WorldReginfo - fd27ed7a-1afa-4854-81fd-bbde17512acf NORBERT DENTRESSANGLE 4 NORBERT DENTRESSANGLE - 2013 registration document WorldReginfo - fd27ed7a-1afa-4854-81fd-bbde17512acf 1 CHAPTER 1 PRESENTATION OF NORBERT DENTRESSANGLE 1.1. Key dates and events 1.2. Simplifi ed organisation chart at 31 December 2013 (% of share capital) 1.3. Role of the different legal entities 1.4. Norbert Dentressangle operations 1.5. Main markets and operations 1.6. Selected fi nancial information 1.7. Propertys, warehouses and equipments 1.8. Capital expenditure policy 1.9. Strategic contracts WorldReginfo - fd27ed7a-1afa-4854-81fd-bbde17512acf CHAPTER 1 - PRESENTATION OF NORBERT DENTRESSANGLE 1 1.1. KEY DATES AND EVENTS IN THE HISTORY OF NORBERT DENTRESSANGLE Mr Norbert Dentressangle founded the Norbert Dentressangle logistics companies, namely Confl uent in Lyon and most importantly Company in 1979 in Saint-Vallier-sur-Rhône (in the department of UTL, which subsequently formed the basis around which the Group’s Drôme), France, which subsequently became “Norbert Dentressangle new logistics division was structured. SA”, hereinafter “the Company”. His aim was turn the Company into Within the space of a decade (1997 to 2007), whilst the transport a key player in goods transport between the European continent and business grew at a steady pace, the logistics business moved from Great Britain. The fl eet of vehicles comprised six 38-tonne “semi- making a marginal contribution to the Company’s total revenue to trailer” lorries, which back then were already adorned in red, and the accounting for 40% of it. This rapid progress was achieved through doors to the driver’s cabin sported the label “Saint Vallier - London”. strong organic growth and a policy to acquire logistics companies in The Company’s operations focused on transporting fresh produce France, Italy and the Netherlands. and fruit and vegetables from the Rhône valley to the big markets in At the end of 2007, Norbert Dentressangle saw its friendly takeover Great Britain, such as Covent Garden in London. bid for the British transport and logistics company, Christian Salvesen, For nearly ten years, Mr Norbert Dentressangle drove the Company go through successfully, and this practically doubled the size of the on to achieve very strong organic growth, which was spurred on by Company turning it into one of the leading European players in the the industry and fi nancial strategy and a multitude of innovations sector with operations extending across 16 countries in Europe and within the goods transport sector. The organisation of the Company 50% of its workforce employed outside of France. into profi t centres based on business specialisation, the defi nition Thanks to this acquisition the Company added pallet distribution and rolling out of computer management systems to oversee the transport to its transport offering and cold, chilled and frozen logistics contribution made by each vehicle to the results, and the operational to its logistics offering. decisions taken to keep increasing the payload of vehicles were all The two companies’ similar culture facilitated the integration of ways in which innovation was achieved to make Transports Norbert Christian Salvesen staff within the Company, which was completed Dentressangle stand out from its rivals. by the end of 2008. At the dawn of the 1990s, over 200 lorries were crossing the Channel In 2010, Groupe Norbert Dentressangle SA changed its name to every day and in addition to operating in Great Britain from 1979, Norbert Dentressangle SA. the Company also started to operate in Italy (1985), Spain (1986) In order to continue with its policy of expanding its range of services and Belgium (1987). and to offer its clients cross-continental transport solutions, the With the 1987 deregulation of the goods transport sector in France Company launched a new service from scratch, “Freight Forwarding”, and the prospect of a European continent with open borders in 1992, opening offi ces in France, the United Kingdom, Spain and Hong the Company saw its growth accelerate and became a Europe-wide Kong. player. In addition to organic growth, targeted transport companies Within the framework of this expansion, in October 2010 Norbert were acquired, particularly with a view to establishing a presence Dentressangle acquired the Freight Forwarding operations of the in new industries: metallurgy, fi ne cardboard, construction and American group Schneider National, thus gaining a footing in the hydrocarbons, among others. United States and China. In 1990, the Company topped the symbolic bar of one million francs Following on from its previous acquisitions, particularly Christian in revenues. Salvesen, in April 2011 the Company acquired UK-based TDG. This In 1994, the Company established the goal to double the size of acquisition provides a major boost to Norbert Dentressangle in the Norbert Dentressangle Group in four years. The road map defi ned UK, Netherlands and Spain, in three business lines, namely Transport, comprised three areas of strategic focus: - Europe - Specialise in Logistics and Freight Forwarding, and to a lesser extent in Belgium transport services - Integrate a new business line, namely logistics.
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