3/08/09 12:33:20 www.radiall.com Reference Document AEROspace AUTOMOTIVE DEFENSE INDUSTRIAL INSTRUMENTATION MEDICAL SPACE TELECOM 2008 AERONAUTICS AUTOMOTIVE DEFENSE INDUSTRIAL INSTRUMENTATION MEDICAL SPACE TELECOMUNICATIONS couv doc réf 2008.indd 3 AERONAUTICS AUTOMOTIVE DEFENSE INDUSTRIAL INSTRUMENTATION MEDICAL SPACE TELECOMUNICATIONS RADIALL SA 101, rue Philibert Hoffmann 93116 Rosny-sous-Bois Cedex - France Tel.: +33 1 49 35 35 3551 - Fax: +33 1 49 35 35 18 [email protected] 2008 Reference Document 3/08/09 12:33:14 2008 couv doc réf 2008.indd 1 3/08/09 12:33:08 couv doc réf 2008.indd 3 3/08/09 12:33:20 Document de Référence couv doc réf 2008.indd 2 AERONAUTICS AUTOMOTIVE DEFENSE INDUSTRIAL INSTRUMENTATION MEDICAL SPACE TELECOMUNICATIONS Public Limited Company with share capital of €3,326,366.28 Registered office: 101, rue Philibert Hoffmann – 93116 Rosny-sous-Bois Cedex 552 124 984 RCS BOBIGNY 2008 Reference Document Pursuant to its general regulations, in particular article 212-13, the Autorité des Marchés Financiers (French financial markets regulator) filed this Reference Document on August 7, 2009 under number R.09-070. It can only be used as a support for a financial transaction providing it is supplemented by a prospectus approved by the Autorité des Marchés Financiers. This document has been prepared by the issuer, and binds the liability of its signatories. It was filed pursuant to article L.621-8-1-I of the French Monetary and Financial Code, after the Autorité des Marchés Financiers had checked “whether the document is complete and understandable, and the information it contains is consistent”. This does not mean that the Autorité des Marchés Financiers has certified the accounting and financial information presented. The following information is incorporated for reference in this Reference Document, pursuant to article 28 of the EC Regulation n°8 09/2004 on prospectuses: • the consolidated financial statements for the financial year ended December 31, 2007 and the corresponding Statutory Auditor’s reports appear on pages 62 to 96 and 97 in the Reference Document filed on June 19, 2008 by the AMF under number R.08-074; • the consolidated financial statements for the financial year ended December 31, 2006 and the corresponding Statutory Auditor’s reports appear on pages 54 to 79 and 118 in the Reference Document filed on June 18, 2007 by the AMF under number R.07-107. Copies of this Reference Document are available free-of-charge from Radiall’s head office: 101, rue Philibert Hoffmann – 93116 Rosny-sous-Bois Cedex, on Radiall’s web site (www.Radiall.com) as well as the website of the Autorité des Marchés Financiers (www.amf-france.org). 2008 // Reference Document RADIALL 1 Contents 1 PEOPLE RESPONSIBLE 4 9 FINANCIAL POSITION AND RESULTS 27 1.1 Person responsible for the information 4 9.1 Financial results 27 1.2 Certificate from the person responsible 4 9.2 Comparison of the 2007 and 2008 financial years 28 9.3 Comparison of the 2006 and 2007 financial years 30 2 STATUTORY AUDITORS 5 9.4 Governmental, economic, budgetary 2.1 Principal Statutory Auditors 5 or monetary factors which have influenced 2.2 Deputy Statutory Auditors 5 or could influence the issuer 32 2.3 Total fees paid to the Statutory Auditors 5 10 CASH AND CAPITAL 33 3 SELECTED FINANCIAL INFORMATION 6 10.1 Short and long term capital 33 3.1 2006, 2007 and 2008 consolidated financial 10.2 Cash flows 34 information 6 10.3 Financing Structure 34 10.4 Restrictions on the use of capital 35 4 RISK FACTORS 7 10.5 Expected sources of financing 35 4.1 Principal risks connected with the Company’s business 7 11 RESEARCH & DEVELOPMENT, PATENTS 4.2 Main risks related to the Company 8 AND LICENSES 36 4.3 Principal financial risks 8 11.1 Research and development 36 4.4 Principal legal risks 10 11.2 Intellectual Property 37 4.5 Principal industrial and environmental risks 11 12 TRENDS 38 5 INFORMATION ON THE ISSUER 12 12.1 Main trends 38 5.1 The Company’s history and development 12 12.2 Events likely to influence the trends 39 5.2 Capital expenditure 13 13 PROFIT FORECASTS OR ESTIMATES 40 6 OVERVIEW OF ACTIVITIES 15 6.1 Main activities 15 14 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES 41 6.2 Main markets 16 14.1 Members of the administrative, management 6.3 Competitive positioning 18 and supervisory bodies 41 14.2 Declarations concerning the administrative, 7 ORGANIZATIONAL CHART 19 management and supervisory bodies 44 7.1 Group organizational chart 19 14.3 Conflicts of interest inside the administrative, 7.2 The Company’s subsidiaries 20 management and supervisory bodies 44 8 REAL ESTATE, FACTORIES AND EQUIPMENT 22 8.1 Significant Property, plant and equipment 22 8.2 Environmental impacts of using fixed assets 24 8.3 Environmental impact of the business activity 24 2 RADIALL 2008 // Reference Document 2008 // Reference Document RADIALL 15 COMPENSATION AND BENEFITS 45 18 MAIN SHAREHOLDERS 63 15.1 Summary of gross compensation (including 18.1 Breakdown of the capital and voting rights 63 benefits in kind) and the shares and options 18.2 Shareholders’ voting rights 65 granted to each executive corporate officer 45 18.3 Control of the Company 65 15.2 Breakdown of the gross remuneration (including 18.4 Agreements which may lead to a change benefits in kind) paid during the 2007 and in control 65 2008 financial years to corporate officers by 18.5 Lock-up commitments 65 Radiall SA, its subsidiaries or controlling companies 47 15.3 Total amounts entered as provisions or recognized by the Company or its 19 TRANSACTIONS WITH RELATED PARTIES 67 subsidiaries for pensions, retirement or other 19.1 France Telecom and its subsidiaries (FT) 67 benefits for the members of the Executive 19.2 Hodiall and Société d’Investissement and the Supervisory Boards 48 Radiall (SIR) 67 19.3 Payments to members of the Operational 16 THE FUNCTIONING OF THE ADMINISTRATIVE Departments’ Committee (ODC) 68 AND MANAGEMENT BODIES 49 19.4 The Statutory Auditors’ special report on 16.1 The Company’s Management 49 the regulated agreements for the financial year ended December 31, 2008 68 16.2 Service Contracts between the members of the Executive Board or the Supervisory Board and the Company 50 20 FINANCIAL INFORMATION ON 16.3 Compensation Committee 51 THE ISSUER’s assets anD LIABILITIES, FINANCIAL POSITION AND RESULTS 70 16.4 Corporate governance 51 20.1 Consolidated IFRS financial statements for 2008 71 16.5 The Chairman of the Supervisory Board’s 20.2 List of Radiall’s subsidiaries and interests 102 report on the internal control procedures for the Financial YeaR ended December 31, 2008 53 20.3 The Statutory Auditors’ report on the consolidated accounts for the financial year 16.6 The Statutory Auditors’ report, pursuant ended December 31, 2008 103 to article L.225-235 of the Commercial Code on the report of the Chairman of the Supervisory 20.4 Dividend distribution policy 104 Board of Radiall SA 58 20.5 Legal and arbitration proceedings 104 20.6 Significant changes in the financial 17 EMPLOYEES 59 or commercial position 104 17.1 Employees 59 17.2 Review of the allotment of stock subscription 21 ADDITIONAL INFORMATION 105 plans options including those granted 21.1 Share capital 105 to corporate officers and members 21.2 Memorandum and Articles of Association 109 of the Executive Board 60 17.3 Subscription or Purchase options granted 22 MAJOR CONTRACTS 113 to the first ten leading non corporate officer employees 61 23 INFORMATION FROM THIRD PARTIES 17.4 Profit sharing agreements and stock AND DECLARATIONS OF INTERESTS 114 subscription or Purchase options held by employees 61 24 DOCUMENTS AVAILABLE TO THE PUBLIC 115 24.1 List of documents and consultation methods 115 24.2 Annual information document 115 24.3 Provisional calendars for the publication of financial information 123 25 INFORMATION ON INTERESTS 124 RADIALL 2008 // Reference Document 2008 // Reference Document RADIALL 3 1 PEOPLE RESPONSIBLE 1.1 PERSON RESPONSIBLE FOR THE INFORMATION Mr. Pierre Gattaz, Chairman of the Executive Board. 1.2 CERTIFICATE FROM THE PERSON RESPONSIBLE “I certify that as far as I am aware, after having taken all reasonable The reports on the consolidated financial statements for thefinancial measures, the information in this Reference Document is true and year ended December 31, 2006 and December 31, 2007, referred to does not contain any material omissions. on the front page of this document do not contain any reserves or observation. I have obtained an end-of-engagement letter from the Statutory Auditors stating that they checked the information on the financial Signed in Rosny-sous-Bois, on August 7, 2009 position and financial statements and read the whole of this Pierre Gattaz 2008 Reference Document. There are no observations in this Chairman of the Executive Board end-of-engagement letter”. There are no reservations or observations in the report on the consolidated financial statements for the financial year ended December 31, 2008, in paragraph 20.3 of this document. 4 RADIALL 2008 // Reference Document 2008 // Reference Document RADIALL 2 STATUTORY AUDITORS 2.1 PRINCIPAL STATUTORY AUDITORS MAZARS FIDUS Represented by Mr. Denis Grison Represented by Mr. Francis Bernard 61, rue Henri Regnault 12, rue de Ponthieu Tour Exaltis 75008 Paris 92075 La Défense Cedex Fidus is a member of the Paris Regional Accountants’ Association. Mazars is a member of the Versailles Regional Accountants’ Date of first appointment: May 16, 2007. Association. Date the term of office expires: The Ordinary General Meeting Date of first appointment: June 21, 1979.