WENDEL at a Glance 1 to 15
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REGISTRATION DOCUMENT including the annual fi nancial report 2017 OVER 310 YEARS OF HISTORY WorldReginfo - 319ad087-0bf2-4f5a-b6a0-7423adf0676a WENDEL at a glance 1 to 15 GROUP PRESENTATION 17 INFORMATION ON¬THE¬COMPANY 1.1Corporate history 18 AND¬ITS SHARE¬CAPITAL 371 1 1.2Business 19 7 7.1Information on the Company 372 Contents 1.3Corporate governance 20 7.2Principal by-laws 372 1.4Internal organization 22 7.3How to take part in Shareholders’ Meetings 375 1.5Investment model and business development strategy 28 7.4Information on share capital 376 1.6Corporate Social Responsibility (CSR) 32 7.5 Principal new investments and acquisitions of controlling 1.7Subsidiaries and associated companies 35 interests 380 1.8Shareholder information 65 7.6Financial authorizations 381 7.7Share buybacks 383 CORPORATE GOVERNANCE, RISK 7.8 Transactions on Company securities by corporate FACTORS AND INTERNAL CONTROLS 71 officers 387 7.9Shareholder agreements 388 2 2.1Corporate governance 72 7.10 Factors likely to have an impact in the event of a takeover 2.2Risk factors 122 offer 391 2.3Risk management and internal control systems 130 SHAREHOLDERS' MEETING OF MAY¬17, WENDEL’S CORPORATE 2018 393 SOCIAL¬RESPONSIBILITY 141 8 8.1 Statutory Auditors' special report on related-party 3 3.1 Corporate social responsibility (CSR) in Wendel’s agreements and commitments 394 activities 142 8.2 Statutory auditors’ report on the issue of shares and 3.2 Wendel’s subsidiaries reviewed by an independent various securities with or without cancellation of verifier 151 preferential subscription rights 402 3.3 Independent verifier’s report on social, environmental 8.3 Statutory auditors’ report on the issue of shares or and societal information presented in the management securities giving access to the capital with cancellation of report 219 preferential subscription rights reserved for employees that are members of one or more company savings COMMENTS ON FISCAL YEAR 2017 225 schemes set up within the group 404 8.4 Statutory auditors’ report on the authorization to award 4.1Analysis of the consolidated financial statements 226 stock subscription and/or purchase options to corporate 4 4.2Analysis of the parent-company financial statements 237 officers and employees 405 4.3Net asset value (NAV) 239 8.5 Statutory auditors’ report on the authorization to award 4.4Simplified organization chart 245 free existing shares or shares to be issued to corporate officers and employees 406 CONSOLIDATED FINANCIAL STATEMENTS 8.6 Supplementary report from the Executive Board Article R.225-116 of the French Commercial Code AS OF DECEMBER¬31, 2017 247 Capital increase reserved for members of the 2017 5 5.1 Balance sheet – Statement of consolidated financial Wendel Group Savings Plan 407 position 248 8.7 Statutory Auditors’ supplementary report on the increase 5.2Consolidated income statement 250 in capital with cancellation of preferential subscription 5.3Statement of comprehensive income 251 rights reserved for members of a company savings 5.4Statement of changes in shareholders’ equity 252 scheme set up within the Group 409 5.5Consolidated cash flow statement 253 8.8 Observations from the Supervisory Board for the shareholders 410 5.6General principles 255 8.9 Report of the Executive Board on the resolutions 5.7Notes 257 submitted to the shareholders at their Annual Meeting 5.8Notes on the balance sheet 293 on May 17, 2018 411 5.9Notes on the income statement 319 8.10Shareholders' Meeting of May 17, 2018 414 5.10Notes on changes in cash position 326 5.11Other 329 SUPPLEMENTAL INFORMATION 431 5.12 Statutory Auditors' report on the consolidated financial 9.1Principal contracts 432 statements 338 9 9.2Transactions with related parties 432 9.3 Significant changes in financial condition or business PARENT COMPANY FINANCIAL status 433 STATEMENTS 345 9.4 Expenses described in Articles 39-4 and 223 quater of 6 6.1Balance sheet as of December 31, 2017 346 the French Tax Code 433 6.2Income statement 348 9.5Breakdown of supplier and customer payment terms 433 6.3Cash flow statement 349 9.5Person responsible for financial information 434 6.4Notes to the parent company financial statements 350 9.6 Person responsible for the registration document including the annual financial report 434 6.5Statutory auditors’ report on the financial statements 368 9.7 Persons responsible for the audit of the financial statements and their fees 435 9.8Cross-reference index for the registration document 436 9.9Cross-reference index for the annual financial report 438 9.10 Cross-reference index for the management report required under Articles L.225-100 et seq. of the French Commercial Code 439 9.11 Sustainable development cross-reference index (Articles L.225-102-1 and R.225-14 et seq. of the French Commercial Code) 441 9.12Glossary 443 WorldReginfo - 319ad087-0bf2-4f5a-b6a0-7423adf0676a Registration Document 2017 This registration document contains the entire contents of the Annual Financial Report. Profile The Wendel Group is a professional shareholder and investor that fosters sector-leading companies in their long-term development. Committed to a long-term relationship, Wendel helps design and implement ambitious and innovative development The original French version of this report was registered with the French stock exchange authorities (“Autorité des Marchés Financiers” - AMF) The original French version of this report was registered with the French stock exchange authorities (“Autorité des Marchés Financiers” - AMF) on April 12, 2018, pursuant to Article 212-13 of the AMF General Regulation. Only the original French version can be used to support a financial transaction, provided it is accompanied by a prospectus (note d’opération) duly certified by the Autorité des Marchés Financiers. This document was produced by the issuer, and the signatories to it are responsible for its contents. Copies of this registration document may be obtained free of charge at www.wendelgroup.com. WorldReginfo - 319ad087-0bf2-4f5a-b6a0-7423adf0676a WorldReginfo - 319ad087-0bf2-4f5a-b6a0-7423adf0676a Who are we? WENDEL / 1 A long-term investor with permanent capital With 314 years of history and industrial roots And an entrepreneurial tradition supported by a core family shareholder group he Wendel Group was founded in 1704 in the Lorraine A listed investment region of eastern France. For more than 300 years it developed company Tin diverse industrial businesses, mainly steelmaking. At the end of the 1970s, the French government nationalized the Group’s steel-production activities. Wendel then turned to long-term investing and was a pioneer in private equity. As one of Europe’s leading listed investment Àrms, Wendel operates at the crossroads of investment, services and Ànance. Wendel is a long-term investor with a permanent capital base. For more than three centuries, the Group has been supported by the Wendel family, its core shareholder group. The 1,148 family shareholders are grouped under Wendel-Participations, which owns 37.6% of Wendel’s share capital. This solid, long-term shareholder structure enables Wendel to focus year after year on value creation and the long-term growth of its investments, for the beneÀt of the companies in its portfolio and all of Wendel’s shareholders. WorldReginfo - 319ad087-0bf2-4f5a-b6a0-7423adf0676a Registration document 2017 Message from the Chairman of the Supervisory Board As I hand over the reins of the Supervisory Board to Nicolas ver Hulst, I would like to take a look both at Wendel’s past and future accomplishments. But before I do that, I would like to say how pleased I am that Nicolas ver Hulst has agreed to be my successor as Chairman of the Supervisory Board. Everything in his career has prepared him for this role, from his work with Ernest-Antoine Seillière in the heyday of CGIP to his experience as an investor at the head of the Alpha group. As I look back over the years since I became Chairman in March 2013, here is what I see. Under the leadership of Frédéric /emoine, our Group reclaimed its Ɠnancial health between 2009 and 2012 through a deliberate balance between two ob- jectives: reduce indebtedness and resist the temptation to sell good assets for less than their real value. Beginning in 2012, we invested in quality companies and undertook a geographi- cal diversiƓcation toward North America, Africa and mstrong euro» European countries. This led to IHS, Tsebo, Allied Universal and Constantia Flexibles joining the Wendel Group. In each case, Wendel joined forces with individuals who are intimately familiar with these companies’ respective environments. Our challenges for the immediate future are clear. Wendel’s mission is long-term investment and its inspiration derives from the 300-year history of this family enterprise. Being a long-term shareholder means being concerned about the investments, research, external growth and other aspects of “Our challenges the development of all portfolio companies, including those for the immediate that might soon leave the portfolio. But it also means agreeing to remain for a long time in certain leading companies whose future are clear. potential for growth will blossom over the long term—or even Wendel’s mission the very long-term. is long-term We can be successful with such a strategy only if we focus our attention on the geographies, sectors and companies where investment.” we have a real competitive advantage, or can build one over time, if we strengthen the skills of our team of recognized pro- fessionals, and if we sometimes join forces with co-investors who share the same long-term vision and the same methods. I would like to assure the Executive Board—its Chairman André François-Poncet and Bernard Gautier— that it has the full sup- port of the Supervisory Board to carry out this strategy as it seeks further success for our Group.