REGISTRATION DOCUMENT Including the Annual fi Nancial Report 2016 CONTENTS 04 SOCIETAL, SOCIAL and ENVIRONMENTAL INFORMATION 245
Total Page:16
File Type:pdf, Size:1020Kb
REGISTRATION DOCUMENT including the annual fi nancial report 2016 CONTENTS 04 SOCIETAL, SOCIAL AND ENVIRONMENTAL INFORMATION 245 Key fi gures 2 4.1 Our vision: CSR ambitions 2020 246 Group history 4 4.2 Europcar promoter of mobility for all 248 Key figures and significant events of the year 6 4.3 Europcar responsible employer 251 4.4 Europcar actor in the fi ght against climate change 257 4.5 Europcar creator of shared value 262 01 4.6 Concordance tables 264 OVERVIEW OF EUROPCAR 4.7 Methodology note 266 AND ITS ACTIVITIES 11 4.8 ILO report 269 1.1 History and development 12 1.2 Group profi le 14 1.3 Presentation of the Group’s market 05 and competitive environment 16 CORPORATE GOVERNANCE 273 1.4 Strategy 20 5.1 Management and supervisory bodies 274 1.5 The Group’s competitive strengths 23 5.2 Role and activities of the Supervisory Board 293 1.6 Description of the Group’s business 27 5.3 Compensation and other benefi ts of any kind 1.7 Organization chart 55 received by corporate offi cers 311 1.8 Research and development, patents and licenses 60 5.4 Summary statement of transactions in Company 1.9 Property, plant and equipment 61 securities by corporate offi cers 332 02 06 RISK FACTORS 63 INFORMATION ON THE COMPANY AND ITS SHARE CAPITAL 333 2.1 Risks relating to the Group’s industry and markets 64 2.2 Risks related to the business 67 6.1 Information on the Company 334 2.3 Risks relating to the Group’s fi nancial structure 6.2 Constitution and bylaws 334 and profi le 77 6.3 Share capital 345 2.4 Regulatory and legal risks 83 6.4 Main shareholders of the Company 353 2.5 Financial risks 89 6.5 Profi t-sharing agreements and incentive plans – 2.6 Insurance and risk management 90 employee shareholding 356 2.7 Regulatory, legal and arbitration proceedings 94 6.6 Items likely to have an impact in the event of a public takeover bid 358 6.7 Dividend distribution policy 358 6.8 Market for the share 360 03 FINANCIAL AND ACCOUNTING INFORMATION 99 07 3.1 Analysis of the Group’s results 100 ADDITIONAL INFORMATION 363 3.2 The Group’s l iquidity and capital resources 119 7.1 Persons responsible for the Registration Document 364 3.3 Investments 143 7.2 Related party transactions 365 3.4 Consolidated fi nancial statements and Statutory Auditors’ report 145 7.3 Signifi cant contracts 368 3.5 Analysis of the results of Europcar Groupe S.A. 217 7.4 Statutory Auditors’ special report on related party agreements and regulated commitments 369 3.6 Company’s fi nancial statements and Statutory Auditors’ report 220 7.5 Statutory Auditors’ fees 373 3.7 Outlook for fi scal year 2017 240 7.6 Publicly available documents 373 3.8 Information on medium-term trends and objectives 242 7.7 Concordance tables (European regulation no. 809/2004, 3.9 Signifi cant change in the fi nancial or business annual fi nancial report, Management Board position 243 report, concordance tables of social, societal 3.10 Comments of the Supervisory Board on the and environmental data) 373 Management Board’s report and the fi nancial 7.8 Glossary 379 statements for the year ended December 31, 2016 243 REGISTRATION2016 DOCUMENT including the annual fi nancial report GENERAL COMMENTS This Registration Document (hereinafter the “Registration Pursuant to Article 28 of EU regulation 809/2004, the following Document”) also includes: information is incorporated by reference in this Registration Document: a the annual fi nancial report that must be prepared and published by all listed companies within four months of the start of each a the consolidated financial statements of the Group for the fi scal year, in accordance with Article L. 451-1-2 of the French years ended December 31, 2013 and 2014, contained in Monetary and Financial Code and Article 222-3 of the AMF Section 20.1.1 on page 293, which in turn make reference to General regulation; and Annex II of the Base Document fi led with the AMF on May 20, 2015 under number I.15-041 (the “Base Document”); a the annual management report of the Management Board of Europcar S.A., which must be submitted to the General Meeting a the report of the Statutory Auditors on the consolidated fi nancial of shareholders called to approve the fi nancial statements of statements of the Group for the years ended December 31, each fi scal year, in accordance with Articles L. 225-100 et seq. 2013 and 2014, contained in Section 20.1.2 of the Base of the French Commercial Code. Document, on pages 293-294 (inclusive); a Two cross-reference tables presented in Section 7.7 of this the comparison of results for the years ended December 31, Registration Document on pages 373 to 375 identify the 2014 and 2013, contained in Section 9.2 of the Base Document information related to these two reports. on pages 165-171 (inclusive); a the c In this Registration Document, the terms the “Company”, onsolidated financial statements of the Group for the “Europcar Groupe” and “Europcar Groupe S.A.” mean the year ended December 31, 2015 contained in Section 3.4 on Europcar Group, the holding company of the Group, and the page 147 of the Registration Document fi led with the AMF on words, “Europcar” and “the Group” should be understood as April 14, 2016 under number R.16-021 (the “2015 Registration references to Europcar Groupe S.A. and all companies included Document”); in the consolidation scope. a the report of the Statutory Auditors on the consolidated fi nancial statements of the Group for the year ended December 31, 2015, In this Registration Document, fi gures related to the Corporate contained in Section 3.4 of the 2015 Registration Document, Countries do not include the data related to the Irish subsidiary, a on pages 243-244 (inclusive); former Group franchisee acquired by Europcar on December 12, 2016. Figures related to franchisees include the data related to a the comparison of results for the years ended December 31, this Irish franchisee. 2015 and 2014, contained in Section 3.4 of the 2015 Registration Document on pages 147-152 (inclusive). The Sections of these documents not included by reference in this document are either irrelevant to current investors or are addressed in another part of the Registration Document. Pursuant to its general regulation, notably Article 212-13, the French Financial Markets Authority (the “AMF”) registered this Registration Document on April 12 , 2017 under number R.17-015 . This document may only be used in support of a fi nancial transaction if supplemented by a securities note approved by the AMF. It was prepared by the issuer and is the responsibility of its signatories. It was registered, pursuant to the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, after the AMF had verifi ed that it is complete and comprehensible, and that the information it contains is consistent. It does not imply authentication by the AMF of the accounting and fi nancial information contained therein. Copies of this Registration Document may be obtained free of charge from Europcar Groupe S.A., 2 rue René Caudron, Bâtiment OP, 78960 Voisins-le-Bretonneux, as well as on the websites of Europcar Groupe (www.europcar-group.com) and the AMF (www.amf-france.org). EUROPCAR REGISTRATION DOCUMENT 2016 1 KEY FIGURES A dense network of local stations to serve clients all over the world Corporate countries Partnerships International franchise 3,points of 754sales worldwide Presence in over 2, 035 1, 719 130 stations operated stations operated 13 0 countries as franchises directly or and territories by agents 2 EUROPCAR REGISTRATION DOCUMENT 2016 2016 enabled us to strengthen our leadership on our core business and develop on the market of new mobilities, thanks to strategic acquisitions. 2016 also showed excellent operating and fi nancial performance despite the diffi cult market climate. CAROLINE PAROT CEO One of the world’s largest car rental networks A213, vehicle fl eet that 800is serviced Years66 of experience regularly and environmental friendly Over € 6,employees 461 million2 of revenue,151 in 2016 Breakdown of 2016 revenue Rental Revenue by region (2016 )(1) Rental Revenue by customer (2016 )(2) 26% 11% 58% Leisure Germany Italy 19% 7% 42% UK Australia/ Business New Zealand 17% France 5% Portugal 12% Spain 3% Belgium (1) Rental income excluding franchises (2) 2016 fi gures for the nine Europcar “ Corporate Countries” alone EUROPCAR REGISTRATION DOCUMENT 2016 3 GROUP HISTORY 1971 1949 1957 1970 1951 Founding of Europcar Europcars in Paris by Raoul-Louis Signing of a acquires a new Mattei under the Creation of cooperation Raoul-Louis Mattei visual identity with name “l’Abonnement the “Europcars®” agreement with sells Europcars to a new logo and a Automobile” brand. Hertz. Régie Renault. new color: orange. 1949 2001 2003 1989 Europcar becomes the European car rental leader Europcar launches thanks to a 1991 a new online strategy based 2004 booking tool. This on the increase 1996 is a fundamental in the number breakthrough for of operating Europcar: thanks to franchises and Creation of Europcar Acquisition of The subsidiaries www.europcar.com the development Europcar Asia celebrates its Compagnie des in Switzerland (or to local versions), of numerous sales Pacifi c, comprising 40th anniversary. Wagons-lits by Accor, and the the 200,000 vehicles partnerships with nine countries. The Group replaces which thus becomes Netherlands of the fl eet can be travel agents, Europcar also the orange color the shareholder of are acquired accessed in 118 airlines companies, opens up to South with green.