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Document Including the Annual Financial Report Registration Document including the Annual Financial Report Document 2014 Registration 2014 Fromageries Bel Fromageries Bel Fromageries Contents Presentation of the Group Financial and accounting 1 and its activities 3 4 information 117 1.1 Presentation of the Group 6 4.1 Historical financial information 118 1.2 Market trends 11 4.2 Pro forma financial information 118 1.3 2014 markets and business 11 4.3 Review of financial position and results 118 1.4 Trends likely to affect production, 4.4 Cash and cash equivalents sales and inventories in 2015 14 and capital sources 119 1.5 Property, plant and equipment 15 4.5 Financial statements 122 1.6 Risk factors and insurance policy 16 4.6 Auditing of annual financial information 199 4.7 Date of latest financial information 200 4.8 Financial information 2 Corporate Social Responsibility 25 for interim and other periods 200 4.9 Dividend payout policy 200 2.1 Vision of sustainable growth 26 4.10 Legal and arbitration proceedings 200 2.2 Ethical behavior 32 4.11 Significant change in the issuer’s 2.3 Bel model 40 financial or trading position 200 2.4 Reducing the environmental footprint 53 2.5 Portions 60 2.6 Trusted brands 66 5 Shareholding and Stock market 201 2.7 Note on methodology 70 5.1 Shareholding and share capital 202 2.8 Statutory Auditors’ Reasonable Assurance Report on a selection 5.2 Stock market 207 of social and environmental information 72 2.9 Report from one of the Statutory Auditors, appointed as independent Combined General Meeting third party, on the consolidated 6 on May 12, 2015 211 social, environmental and corporate information in the Management Report 74 6.1 Agenda 212 6.2 Text of the draft resolutions 213 3 Corporate Governance 79 Additional information 217 3.1 Governance principles 80 7 3.2 Compensation and benefits 102 7.1 Person responsible for the Registration 3.3 Chairman’s Report on risk management Document and Annual Financial Report 218 procedures and internal control 107 7.2 Information about the Company 219 3.4 Statutory Auditors’ Report 7.3 Information on subsidiaries and interests 220 on Fromageries Bel’s Board of Directors 7.4 Material agreements 222 Chairman’s Report, prepared 7.5 Publicly available documents 222 in accordance with article L. 225‑235 of the French Commercial Code 113 7.6 Cross‑reference tables 223 3.5 Related party transactions 114 Fromageries Bel A French limited company (société anonyme) with capital of €10,308,502.50 Head office: 16 boulevard Malesherbes – 75008 Paris SIREN No. 542 088 067 – Paris Trade and Companies Register Registration Document 2014 including the Annual Financial Report The original French version of this translated Registration Document was filed with the Autorité des marchés financiers (AMF) on April 2, 2015, in accordance with article 212-13 of the AMF General Regulations. It may be used in support of a financial transaction provided that it is accompanied by an Information Memorandum approved by the Autorité des marchés financiers. This Registration Document is established by the issuer and engages the liability of its signatories. Should there be any difference between the French and the English version, only the text in French language shall be deemed authentic and considered as expressing the exact information published by Fromageries Bel. This report serves as the Registration Document of the company Fromageries Bel, filed thereunder with the Autorité des marchés financiers pursuant to article 212-13 of the AMF General Regulations, including: • the Annual Financial Report issued pursuant to article L. 451-1-2-1 I and II of the French Monetary and Financial Code; • Fromageries Bel’s Management Report approved by the Board of Directors pursuant to articles L. 225-100 et seq. and articles L. 225-102-1 et seq. of the French Commercial Code (according to the “Grenelle II” law dated July 2010 amended by the “Warsmann” law dated March 2012); and • the Chairman’s Report on conditions for the preparation and organization of the work of the Board of Directors, on internal control and risk management procedures issued pursuant to article L. 225-37 of the French Commercial Code. The cross-reference tables between the sections of the Registration Document (Appendix I to EU Regulation No. 804/2004) and those of the Financial Report provided for in article L. 451-1-2 of the French Monetary and Financial Code as well as those of the Management Report provided for in articles L. 225-100 et seq. and articles L. 225-102-1 et seq. of the French Commercial Code (according to the “Grenelle II” law dated July 2010 amended by the “Warsmann” law dated March 2012) are included in chapter 7. For the purposes of this report (hereinafter the “Registration Document”), unless otherwise stated, the terms “Fromageries Bel” or ‘the Company” refer to the Fromageries Bel company and the terms “Group” or “Bel Group” refer to the Fromageries Bel company and its consolidated subsidiaries. 2 Registration Document Fromageries Bel 2014 Presentation of the Group 1 and its activities 1.1 Presentation of the Group 6 1.1.1 A mission which reflects the Bel Group’s spirit and ambition 6 1.1.2 History 6 1.1.3 Group profile and activities 7 1.1.4 Strategy 7 1.1.5 Group business sphere players 9 1.1.6 Industrial protection 10 1.1.7 Competitive position 10 1.2 Market trends 11 1.3 2014 markets and business 11 1.4 Trends likely to affect production, sales and inventories in 2015 14 1.5 Property, plant and equipment 15 1.5.1 Industrial presence 15 1.5.2 Investments 16 1.6 Risk factors and insurance policy 16 1.6.1 Risks intrinsic to business activity 16 1.6.2 Industrial and environment-related risks 19 1.6.3 Risk relating to information systems 19 1.6.4 Financial risks 20 1.6.5 Legal risks 21 1.6.6 Reputational risk 22 1.6.7 Group insurance and risk coverage 23 Registration Document Fromageries Bel 2014 3 Key figures Presentation of the Group and its activities 1 Key figures BEL’S MISSION Sharing smiles with families by bringing the pleasure of dairy goodness 5 CORE BRANDS THAT ACCOUNT FOR MORE THAN 70% OF REVENUE MORE THAN 1.7 400,000 BILLION METRIC TONS LITERS OF MILK OF CHEESE PRODUCED COLLECTED 4 BRANDS (The Laughing Cow®, 414 SUPPLIERS ® ® Kiri , Leerdammer , (excluding the AND MORE THAN 25 Mini Babybel®) ranked purchase of milk) INTERNATIONAL AND LOCAL BRANDS among THE TOP 20 assessed since 2011 CHEESE BRANDS on their environmental IN THE WORLD* NEARLY performance 11,000 EMPLOYEES 85% OF PRODUCTS MANUFACTURED 27 AT SITES CERTIFIED PROJECTS HELPING 15 OF THE 28 according to Global CHILDREN SUPPORTED Food Safety Initiative PRODUCTION SITES** by the Bel Foundation in 2014 standards*** CERTIFIED ISO 14001 * 2013 Zénith International study. ** In operation. *** Food quality and safety standards. Breakdown of revenue (in millions of euros) Of which more than 58% 20 % generated from the sale 40 % of cheese in individual 15 % portions 15 % 10 % More than 17 BILLION cheese portions sold in 130 COUNTRIES Western North Americas, Near and Greater countries 33 Europe East Europe Asia-Pacific Middle East Africa in which the Group operates M€1,122 M€552 M€419 M€402 M€288 4 Registration Document Fromageries Bel 2014 Presentation of the Group and its activities Key figures 1 Selected financial information (a) (in millions of euros) 2014 2013 % change SALES 2,783 2,720 2.3% Gross margin 809 822 -1.6% Gross margin (as a % of sales) 29.1% 30.2% 1 OPERATING INCOME 199 234 -15.0% Of which: current operating income (b) 214 241 -10.9% other non-recurring income and expense (15) (6) OPERATING MARGIN (as a % of sales) 7.2% 8.6% NET PROFIT 128 131 -2.9% Of which: Group share 123 126 -2.3% minority interests 5 5 diluted per share (in euros) 18.07 18.44 -2.0% (in millions of euros) 2014 2013 % change TOTAL CAPITAL INVESTED 1,366 1,266 7.9% Of which: equity, Group share 1,285 1,198 7.3% minority interests 14 14 0.0% net financial debt 67 54 24.1% Cash flow From operating activities 180 234 -23.1% From investing activities (117) (145) -19.3% From financing activities (45) (32) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 18 57 (a) Complete financial and accounting information, along with detailed financial statements are presented in chapter 4. (b) Income from ordinary activities in 2013. Sharing the value created In 2014, the value created by Fromageries Bel’s employees was shared as follows (in millions of euros): 3,400 6,500*** Almost 11,000 suppliers of dairy other employees raw materials** suppliers Amortization and provisions -100 Net operating profit +199 -1,170 -842 -472 42% 30% 17% Investment capacity Milk purchasing Other purchasing Payroll 5,800 Revenues retailers Self-financing +2,783 after dividends +151 100% 5.4% Taxes Dividends Bank charges -85 -48 -15 3.1% 1.7% 0.5% External funding +32 sources 25 1,600 30 Balance governments shareholders nancial institutions Operating Financial Change in cash investments* investments position -147* -18 +18 5.4% * Industrial investments, IT Systems and business growth (change in working capital requirement). ** 3,200 dairy producers (excluding Ukrainian farmers) and 200 other suppliers of dairy raw materials. *** With annual sales above €10,000. 1.1 Presentation of the Group. Registration Document Fromageries Bel 2014 5 Presentation of the Group and its activities 1 Presentation of the Group 1.1 Presentation of the Group 1.1.1 A mission which reflects the Bel Group’s spirit and ambition The Bel Group’s mission is sharing smiles with families by bringing To reflect its mission, the Bel Group created a new visual identity the pleasure of dairy goodness.
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