EQUIPMENT HEALTHCARE CONSUMER GOODS Registration Document 2014 Société anonyme (French Joint-stock company) with a Supervisory Board and a Management Board With share capital of €10,459,512 Head office: 18, Rue Troyon, 92316 Sèvres, France Registered in the Nanterre Trade and Companies Registry Under number 552 056 152 REGISTRATION DOCUMENT including the annual financial report 2014 This document is a free translation into English of CFAO’s original Document de Référence (hereinafter referred to as the “Registration Document”), which was prepared in French and filed with the French financial markets authority (Autorité des marchés financiers – AMF) on April 20 , 2015 , in accordance with Article 212-13 of the AMF’s General Regulations. Only the French version of this Registration Document is legally binding. The French Registration Document may be used in the context of a financial transaction only if it is accompanied by a securities Note approved by the AMF. It was prepared by the issuer and its signatories therefore assume responsibility for its content. Copies of this English translation of the French Registration Document are available at CFAO’s registered office: 18, Rue Troyon, 92316 Sèvres, France. This document may also be consulted on the website of the AMF (www.amf-france.org) and on the website of CFAO (www.cfaogroup.com). REGISTRATION DOCUMENT 2014 - CFAO 1 General General This Registration Document also includes: ■ the annual management report of the Company’s Management Board, which must be submitted to the shareholders’ Meeting ■ the annual financial report that must be prepared and published called to approve the financial statements for each fiscal by all listed companies within four months following the end of year, pursuant to Articles L. 225-100 et seq. of the French each fiscal year, pursuant to Article L. 451-1-2 of the French Commercial Code (Code de commerce). Monetary and Financial Code (Code monétaire et financier) and Article 222-3 of the AMF’s General Regulations; and The cross-reference table (see Chapter 26) shows where the information pertaining to these two reports can be found. Incorporations by reference In accordance with Article 28 of European Regulation (EC) ■ the consolidated financial statements and parent company 809/2004, the following information is incorporated by reference financial statements for the year 2012 and the related Statutory in this Registration Document: Auditors’ reports on pages 212 to 300 (inclusive) of the 2012 Registration Document in French, registered by the AMF on ■ the consolidated financial statements and parent company April 15, 2013 under number D . 13-0358 ; financial statements for the year 2013 and the related Statutory Auditors’ reports on pages 188 to 270 (inclusive) of the 2013 ■ the financial information “Operating and financial review”, Registration Document in French, registered by the AMF on on pages 91 to 115 of the 2012 Registration Document April 23, 2014 under number D.13-0395; in French, registered by the AMF on April 15, 2013 under number D . 13-0358 . ■ the financial information “Operating and financial review”, on pages 78 to 94 of the 2013 Registration Document in French, registered by the AMF on April 23, 2014 under number D.13- 0395; Definitions In this Registration Document, and unless otherwise specified in ■ the term “Group” refers to CFAO and its subsidiaries; certain Chapters: ■ the term “Maghreb” refers to Algeria, Morocco and Tunisia, ■ the term “CFAO” or “the Company” refers to the société although the Group only operates in Algeria and Morocco; anonyme (joint- stock company ) CFAO SA; 2 REGISTRATION DOCUMENT 2014 - CFAO www.cfaogroup.com Definitions ■ the term “French-speaking Sub-Saharan Africa” refers to the following countries: Benin Côte d’Ivoire Mali Burkina Faso Djibouti Mauritania Burundi Gabon Niger Cameroon Gambia Rwanda Congo Guinea Bissau Sao Tome and Principe Central African Republic Equatorial Guinea Senegal Comoros Guinea Conakry Chad Democratic Republic of the Congo Madagascar Togo Countries in blue in this table: countries in which the Group operates. ■ the term “English- and Portuguese-speaking Sub-Saharan Africa” refers to the following countries: South Africa Kenya Seychelles Angola Lesotho Sierra Leone Botswana Liberia Sudan Cape Verde Malawi Swaziland Eritrea Mozambique Tanzania Ethiopia Namibia Zambia Ghana Nigeria Zimbabwe Mauritius (1) Uganda Countries in blue in this table : countries in which the Group operates. (1) Mauritius, previously classified by CFAO as part of the “French Overseas Territories and Other” category, was included in English-speaking Sub-Saharan Africa in 2012. ■ the term “French Overseas Territories and Other” refers to the following countries and territories: Overseas departments and regions French overseas territories Overseas collectivities Other French overseas territories Guadeloupe French Polynesia New Caledonia French Guiana Saint Pierre and Miquelon Clipperton Martinique Wallis and Futuna French Southern and Antarctic Lands Reunion Mayotte Saint Martin Saint Barthélémy Territories in blue in this table : Territories in which the Group operates. CFAO is also present in the following countries: CambodiaItaly Vietnam Denmark Portugal India Switzerland Information concerning the above-mentioned countries and ■ The term “territories” refers to a country or a French overseas geographic areas in which the Group operates is provided in territory. Chapter 6 of this Registration Document. ■ Unless otherwise indicated, the term “revenue” (and related The above classification of the countries and territories corresponds information), when referring to the Group or one of its divisions, to that used by the Group in the context of the presentation of excludes intragroup revenue. its financial statements and may be different from the traditional geopolitical classification for certain countries (in particular Gambia, Guinea-Bissau and Sao Tome and Principe). REGISTRATION DOCUMENT 2014 - CFAO 3 Market information Market information This Registration Document contains information about the Comité des Constructeurs Français d’Automobiles in France, and Group’s markets and competitive position, including information the Association des Importateurs de Véhicules Automobiles and relating to market size and market share. Unless otherwise stated, the Groupement des Poids Lourds et Camions in Morocco) and this information is based on the Group’s estimates and is provided data from operating subsidiaries. for indicative purposes only. To the Group’s knowledge, there are no authoritative external reports providing exhaustive and These various studies, estimates, research and information, comprehensive coverage or analysis of the markets in which the which the Group considers reliable, have not been verified by Group operates. independent experts. The Group does not guarantee that a third party using other methods to collate, analyze or compile market Consequently, the Group has made estimates based on a number data would obtain the same results. In addition, the Group’s of sources including internal surveys, studies and statistics from competitors may define its economic and geographic markets independent third parties (in particular INSEE, Global Insight, differently. To the extent that the data relating to market share Groupement pour l’Elaboration et la Réalisation de Statistiques and market size included in this Registration Document are based and Intercontinental Marketing Services (IMS) Health) or solely on the Group’s estimates, they do not constitute official professional federations of specialized distributors (such as the data. Forward-looking statements This Registration Document contains information on the Group’s The forward-looking statements provided in this document are prospects and main lines of development. This information is made as of the date of this Registration Document. Except to sometimes presented by use of the future or conditional tense, comply with any applicable legal or regulatory requirements, or by the use of forward-looking statements such as “considers”, the Group does not make any commitment to publish updates “plans”, “aims to”, “expects”, “intends”, “should”, “is designed of the forward-looking statements provided in this document to to”, “estimates”, “believes” and “may”, or, if applicable, the reflect any changes in its targets or in the events, conditions or negative of these terms and similar expressions. Such information circumstances on which such forward-looking statements are is not historical data and should not be interpreted as a guarantee based. that such facts and events as stated will occur. The Group operates in a rapidly changing and competitive Such information is based on data, assumptions and estimates environment. It is therefore unable to anticipate all risks, that the Group considers reasonable. They are likely to change or uncertainties or other factors that may affect its activities, their be modified due to the uncertainties of the economic, financial, potential impact on its activities or the extent to which the occurrence competitive or regulatory environment. This information is of a risk or combination of risks could have significantly different mentioned in various sections of this Registration Document and results from those set out in any forward-looking statements, it contains data relating to the Group’s intentions, estimates and being noted that such forward-looking statements do not constitute targets concerning in particular