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2010-2011 ANNUAL REPORT 2010-2011 ANNUAL REPORT This is a free translation into English of a report issued in the French language and filed with the “Autorité des marchés financiers” on 31st July 2011. This translation is provided solely for the convenience of English speaking readers and shareholders. This report should be read in conjunction with, and construed in accordance with, French law and regulatory standards applicable in France. 2010-2011 ANNUAL REPORT - PARIS ORLÉANS Contents Contents Activity report 04 Message from the Chairman of the Executive Board 09 Profile 10 Businesses 12 Key figures 13 Shareholder information 16 Executive Board and Supervisory Board 21 Banking activities 24 Financial and operating review 26 Review of operations 39 Private equity 40 Asset valuation as at 31st March 2011 43 LBO/Equity 44 LBO/Mezzanine debt 45 Property 46 Growth capital 47 Group investment 48 Listed companies 49 Private equity funds (excluding Group) 2 Financial report 51 Report of the Executive Board - financial and legal information 52 Consolidated results 53 Parent company results 58 Paris Orléans and its shareholders 63 Other information 66 Corporate governance 71 Compensation of corporate officers 75 Chairman of the Supervisory Board’s report 87 Financial statements 88 Consolidated financial statements 156 Parent company financial statements 175 Combined General Meeting of 27th September 2011 176 Agenda 177 Summary of ordinary resolutions 179 Executive Board’s report on the extraordinary resolutions 180 Supervisory Board’s report 181 Draft resolutions 3 2010-2011 ANNUAL REPORT - PARIS ORLÉANS Message from the Chairman of the Executive Board Message from the Chairman of the Executive Board To the shareholders, The market environment was on the whole calmer in 2010/2011 than in the previous financial year. Against this background, we achieved a satisfactory performance although recent events serve to remind us that there are still major uncertainties hanging over the global economic outlook. Net banking income for the year ended 31st March 2011 amounted to €1,214.6 million compared with €871.7 million for the previous year, an increase of €342.9 million, which includes the impact of fully consolidating Rothschild & Cie Banque in Paris Orléans’ accounts. Moreover, the previous year’s net banking income included income of €68.6 million arising from the reclassification to equity of a subordinated debt. Excluding changes in the consolidation scope and reclassified debt, net banking income rose by €93.3 million. Consolidated net income for the 2010/2011 financial year was up by €178.4 million year-on-year to €269.3 million. After taking non-controlling interests into account, consolidated net profit attributable to equity holders of the parent amounted to €102.47 million, compared with €25.7 million the previous year. This profit includes €33.1 million of non-recurring income relating to Rothschild & Cie Banque, including a €31.4 million revaluation gain arising from the first-time full consolidation of this company in Paris Orléans’ accounts and a €1.7 million capital gain on the sale of the asset management company Sélection 1818 (Sélection R). Revenues from global financial advisory increased, driven by business in Brazil and Australia and, to a lesser extent, in Europe, in particular the United Kingdom and France, where the Group has been long-established. These revenues amount to almost 75% of those recorded in 2007, which was an exceptionally strong year. A gradual pick-up in M&A activity over the year has offset the slowdown in the financing and debt restructuring advisory business. Against a still complex market background, our wealth management activities (private banking and asset management) generated robust revenues, which were higher than 2009/2010. Average assets under management returned to their previous high levels. This satisfactory performance can be attributed to the efforts made to attract new assets. Also, further investments have been made over the past two years, both in terms of hiring new staff and implementing new information technology. 4 The Group has continued to refocus its corporate banking activities in the United Kingdom by downsizing its loan portfolio. Unlike the preceding years, no major impairment provisions were recorded in the consolidated financial statements this year and the cost of risk therefore diminished significantly. Our endeavours to build up our merchant banking division, the structure for investment on behalf of third parties, continued this year with the launch of a new fund dedicated to the secondary private equity market, Five Arrows Secondary Opportunities. Paris Orléans’ own private equity business once again confirmed our faith in the quality of the private equity portfolio and its capacity to generate substantial gains. Disposals amounted to €121 million in 2010/2011, generating a capital gain of €50 million which included €17.9 million from the sale of Paris Orléans’ long-standing 23.5% stake in Domaines Barons de Rothschild (Lafite). The total amount invested in 2010/2011 came to €43 million. The outlook for 2011/2012 will benefit from the recent deal concerning SIACI, which generated a gain of €32.8 million. With the Supervisory Board’s agreement, the Executive Board will propose to the Combined General Meeting of Shareholders on 27th September 2011, the payment of a dividend of €0.40 per share, i.e. 14% more than in respect of the previous year. Like last year, shareholders can choose to receive their dividend in the form of shares in the company. Sylvain Héfès Chairman of the Executive Board July 2011 5 2010-2011 ANNUAL REPORT - PARIS ORLÉANS History History 1838 1982 2000-2001 Creation of Paris Orléans, Paris Orléans serves as Paris Orléans begins to a French rail company. a launching pad for the take its present shape. Rothschild family’s French Increased shareholding in activities following the the banking group in the nationalisation of Banque United Kingdom and the Rothschild. rest of the world. 1937 Paris Orléans discontinues its railway business. 1987-1994 Paris Orléans’ subsidiary Francarep gradually shifts from oil exploration activities to private equity. 6 Paris Orléans, flagship holding company of the Rothschild Group In the tradition of the Rothschild family culture, Paris Orléans focuses on two core businesses: banking and private equity activities. • Banking activities comprise global financial advisory and third party asset management. These businesses are owned by the holding company Rothschilds Continuation Holdings AG (“RCH”) and are supported by a network of offices spanning five continents. They are mainly carried out through two operating entities: Rothschild & Cie Banque in France and NM Rothschild & Sons in the United Kingdom. • Private equity activities focus on stable investments in companies. Our investments are diversified in terms of both business sector and type of investment (equity holdings, mezzanine debt,…). 2010 Simultaneous appointment of Olivier Pécoux as Managing Director (Directeur Général) of Paris Orléans and as member of its Executive Board, and of Nigel Higgins as Chief Executive Officer 2003 of the RCH sub-group. Move to unify and optimise the worldwide banking group structures. Creation of a new lead entity, Concordia BV, held equally by Paris Orléans and the English branch of the 2007-2008 Acquired control of the banking Rothschild family. activities at global level. 2004 Paris Orléans simplifies the structure of the French branch by absorbing Francarep. 7 Profile 10 Businesses 12 Key figures 13 Shareholder information 16 Executive Board and Supervisory Board Left: Rothschild Arms, at their initial allocation in 1822 by the Habsburg College of Heraldry, it comprises of five arrows, a red shield and the Rothschild family slogan. © The Rothschild Archive, London. 2010-2011 ANNUAL REPORT - PARIS ORLÉANS Profile Businesses Banking activities The Rothschild group has been active at the heart of the world’s financial markets for more than two centuries. It focuses on three types of services for businesses, governments and individuals: Global Financial Advisory, Wealth Management and Institutional 3 areas of activity Asset Management, and Merchant Banking. Global Financial Rothschild carries out all of these businesses in the world’s leading financial centres: Advisory and London, Paris, New York, Zurich, Frankfurt, Milan and Hong Kong. The Group Corporate Banking employs a total of 2,855 people in 58 offices worldwide. Wealth Management and Asset Management Merchant Banking (third-party private equity business and attached to Banking Activites) €1,164 million COMBINED NET BANKING INCOME (1) 2,855 EMPLOYEES AROUND THE WORLD (1) (1) As at 31st March 2011 for banking activities. North America Europe and the Middle East Asia Pacific Calgary Abu Dhabi Leeds Auckland Mexico Amsterdam Lisbon Hanoi Montreal Athens London Hong Kong New York Barcelona Luxemburg Jakarta Toronto Birmingham Madrid Kuala Lumpur Washington Brussels Manchester Manila British Virgin Islands Bucarest Milan Melbourne Budapest Moscow Mumbai South America Doha Paris New Delhi Santiago Dubai Prague Beijing São Paulo Frankfurt Rome Seoul Geneva Sofia Shanghai Africa Guernsey Stockholm Singapore Harare Istanbul Tel Aviv Sydney Johannesburg Kiev Warsaw Tokyo Zurich Wellington Joint-venture Representation office 10 BUSINESSES KEY FIGURES SHAREHOLDER INFORMATION EXECUTIVE BOARD AND SUPERVISORY BOARD Private Equity Profile Paris Orléans operates the Group’s private
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