Fromageries Bel REGISTRATION DOCUMENT Including the Annual Financial Report SUMMARY
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2017 Fromageries Bel REGISTRATION DOCUMENT including the Annual Financial Report SUMMARY KEY FIGURES 2 FINANCIAL AND ACCOUNTING 5 INFORMATION 115 PRESENTATION OF ACTIVITIES 5 5.1 Historical fi nancial information 116 5.2 Pro forma fi nancial information 116 1 1.1 Group presentation 6 5.3 Review of fi nancial position and results 117 1.2 Market trends 13 5.4 Cash and cash equivalents and capital 1.3 Markets and activities in 2017 14 sources 118 1.4 Trends likely to affect production, 5.5 Financial statements 120 sales and inventories in 2018 16 5.6 Auditing of annual fi nancial information 201 1.5 Property, plant and equipment 17 5.7 Date of latest fi nancial information 202 5.8 Financial information for interim RISK FACTORS AND INSURANCE 19 and other periods 203 5.9 Dividend payout policy 203 2 2.1 General risk management policy 20 5.10 Legal and arbitration proceedings 203 2.2 Risks related to the external environment 21 5.11 Signifi cant change in the issuer’s 2.3 Risks related to the external environment 25 fi nancial or trading position 203 2.4 Financial risks 33 2.5 Insurance and risk coverage policies 35 SHAREHOLDING AND SHARE CORPORATE SOCIAL RESPONSIBILITY 37 6 TRANSACTIONS 205 3 3.1 A policy with a central place 6.1 Shareholding and share capital 206 in the Group’s strategy 38 6.2 Stock exchange 211 3.2 Working for the people well-being 40 3.3 Committing to sustainable farming 57 COMBINED GENERAL MEETING 3.4 Promoting caring nutrition 61 7 OF MAY 14, 2018 215 3.5 Reducing the environmental footprint 67 3.6 Methodological note 77 7.1 Agenda 216 3.7 Statutory Auditors’ reasonable 7.2 Text of the draft resolutions 217 assurance report on a selection of consolidated employee-related and environmental information included ADDITIONAL INFORMATION 221 in the Management Report 79 8 8.1 Individual responsible for the 3.8 Report by one of the Statutory Auditors, Registration Document and the Annual appointed as an independent third party, Financial Report 222 on the consolidated employee-related, 8.2 Information on the Company 223 environmental and social information 8.3 Information on subsidiaries and interests 224 included in the Management Report 81 8.4 Important contracts 226 8.5 Documents accessible to the public 226 CORPORATE GOVERNANCE 87 8.6 Cross references 227 4 4.1 Governance principles 88 4.2 Remuneration and benefi ts 104 4.3 Risk management and internal control procedures 108 4.4 Related-party transactions 112 Fromageries Bel A French limited company (société anonyme) with share capital of €10,308,502.50 Head offi ce: 2 allée de Longchamp, 92150 Suresnes SIREN No. 542 088 067 – Nanterre Trade and Companies Register 2017 REGISTRATION DOCUMENT including the Annual Financial Report The original French version of this translated Registration Document was fi led with the Autorité des marchés fi nanciers (AMF) on March 29, 2017, in accordance with Article 212-13 of the AMF General Regulations. It may be used in support of a fi nancial transaction provided that it is accompanied by an Information Memorandum approved by the Autorité des marché fi nanciers. This Registration Document was prepared by the issuer and its signatories are liable for its content. It may be used in support of a financial transaction The cross-reference tables between the paragraphs of provided that it is accompanied by an Information the Registration Document (Annex I to EU Regulation Memorandum approved by the Autorité des marchés No. 804/2004) and those of the Financial Report fi nanciers. provided for in article L. 451-1-2 of the French Monetary and Financial Code, as well as those of the This Registration Document was prepared by the issuer Management Report provided for in Articles L. 225-100 and its signatories are liable for its content. et seq. and Articles L. 225-102-1 et seq. of the French This report serves as the Registration Document of Commercial Code (according to the “Grenelle II” law the company Fromageries Bel, fi led thereunder with of July 2010, as amended by the “Warsmann” law of the Autorité des marchés fi nanciers pursuant to Article March 2012) are contained in chapter 8. 212-13 of the AMF General Regulations, including: For the purposes of this report (hereinafter the P the Annual Financial Report issued pursuant to “Registration Document”), unless otherwise stated, the Article L. 451-1-2-1 I and II of the French Monetary terms “Fromageries Bel” or “the Company” refer to the and Financial Code; Fromageries Bel company and the terms “Group” or P Fromageries Bel’s Management Report approved “Bel Group” refer to the Fromageries Bel company and by the Board of Directors pursuant to Articles its consolidated subsidiaries. L. 225-100 et seq. and Articles L. 225-102-1 et seq. of the French Commercial Code (according to the “Grenelle II” law of July 2010, as amended by the “Warsmann” law of March 2012); and P the Chairman’s Report prepared in accordance with Article L. 225-37 of the French Commercial Code. Fromageries Bel • Registration document 2017 1 A GLOBAL PLAYER IN HEALTHY DAIRY AND FRUIT SNACKING KEY FIGURES over 30 € 3,346 bn INTERNATIONAL AND LOCAL BRANDS IN SALES € 180 m € 215 M IN NET PROFIT - IN OPERATING 18 GROUP SHARE PROFITS BILLION 12,700 EMPLOYEES (2) PORTIONS SOLD 6.4% + € 168 m OPERATING MARGIN CHANGE IN CASH FLOW over 30 3 values ENTITIES DARE, CARE, COMMIT € 2,347 m TOTAL CAPITAL INVESTED (1) Other financial and accounting information, as well as the detailed financial statements, can be found in chapter 5 and in the table on the following page. (2) Operating margin corresponds to operating income divided by net sales. BREAKDOWN OF 2017 SALES 56% Europe €1,856 m IN SALES 22 % Americas, Asia-Pacifi c €750 M IN SALES 22 % 2 ORGANIC GROWTH Middle East, 75 50 250 -25 -50 -75 Greater Africa € 740 m (in millions of euros) IN SALES 2 Fromageries Bel • Registration document 2017 KEY FIGURES A GROUP COMMITTED TO A SUSTAINABLE BUSINESS MODEL Our “We care in every portion” CSR program embodies the positive innovation dynamic to offer consumers increasingly responsible products creating shared value. 4 PILLARS structure our constant improvement approach and guide Group employees as they support the development of Bel’s sustainable growth model. SUSTAINABLE CARING ENVIRONMENTAL PEOPLE FARMING NUTRITION FOOTPRINT WELL-BEING 2,650 400 millions 32 12,700 FARMER PARTNERS CONSUMERS PRODUCTION SITES EMPLOYEES AND 10,000 SUPPLIERS Taking action for a Enhancing the Reducing the Care about people – sustainable upstream nutritional value of environmental impact our own people and dairy leading the way our products and of producing and all the people we work for our farmer partners promoting healthier consuming our products with every day today and defi ning eating habits and standards of excellence lifestyles for tomorrow CREATING SHARED VALUE (in millions of euros) 3,600 6,400** 12,700 suppliers of dairy other employees raw materials suppliers Amortization and provisions -107 and packaging Net operating profit +215 Investment capacity -1,298 -1,160 -566 39% 35% 17% Self-financing Purchasing Other purchasing Payroll +157 5,600 Sales after dividends retailers +3,346 100% Taxes Dividends Bank charges External +113 -71 -70 -24 funding sources 3% 2% 0.5% Balance 26 1,600 30 Operating Financial Change in Governments Shareholders Financial cash position institutions investments* investments * Industrial investments, IT systems and business growth (change in working capital requirement). -107* +5 +168 3% 0% ** With annual sales exceeding €10,000. Fromageries Bel • Registration document 2017 3 KEY FIGURES SELECTED FINANCIAL INFORMATION (1) (in millions of euros) 2017 2016 Change SALES 3,346 2,936 14.0% Gross margin 1,020 1,053 -3.2% Gross margin (as a % of sales) 30.5% 35.9% OPERATING INCOME 215 298 -27.9% Of which: current operating income 226 327 -31.0% other non-recurring income and expenses -11 -29 -63.2% OPERATING MARGIN (2) 6.4% 10.2% NET PROFIT 181 217 -14.3% Of which: Group share 180 213 -15.6% Non controlling interests 6 4 -47.0% Diluted per share (in euros) 26.50 31.41 -15.6% TOTAL EQUITY INVESTED 2,347 2,355 -0.4% Of which: equity, Group share 1,629 1.577 3.3% non-controlling interests 85 90 net financial debt 632 688 Cash flow From operating activities 281 289 From investing activities (130) (906) From financing activities 17 257 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 168 (360) (1) Other financial and accounting information, as well as the detailed financial statements, can be found in chapter 5. (2) Operating margin corresponds to operating income divided by net sales. 4 Fromageries Bel • Registration document 2017 1 PRESENTATION OF ACTIVITIES 1.1 GROUP PRESENTATION 6 1.2 MARKET TRENDS 13 1.3 MARKETS AND ACTIVITIES IN 2017 14 1.4 TRENDS LIKELY TO AFFECT PRODUCTION, SALES AND INVENTORIES IN 2018 16 1.5 PROPERTY, PLANT AND EQUIPMENT 17 Fromageries Bel • Registration document 2017 5 1 PRESENTATION OF ACTIVITIES Group presentation 1.1 GROUP PRESENTATION 1.1.1 Group profi le Bel is an international family-owned business currently led by the Bel is committed to a sustainable growth strategy . Backed by fi fth generation of family managers. At over 150 years old, the the commitment of its 12,700 employees, its “We care in every Bel Group is a historical player on the cheese market and world portion ” CSR program embodies the positive innovation that the leader in portioned cheese.