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REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT 2017 Summary 1 Presentation of the Group 3 6 Financial statements 159 1.1 Key figures 4 6.1 Consolidated financial statements 160 1.2 Group Profile 9 6.2 Statutory financial statements 239 1.3 Overall organizational structure 11 1.4 Economic model 14 1.5 Business groups 18 7 Information about the Company 1.6 Mineral reserves and resources 33 and its share capital 257 7.1 Information about Imerys 258 Reports on the fiscal year 2017 37 7.2 Information about the share capital 261 2 7.3 Shareholding 267 2.1 Board of Directors’ Management Report 38 7.4 Elements which could have an impact 2.2 Corporate Governance Report 49 in the event of a takeover bid 270 2.3 Statutory Auditors' reports 50 7.5 Imerys Stock Exchange information 270 7.6 Dividends 272 7.7 Relations with shareholders 272 3 Corporate Governance 63 7.8 Parent company/Subsidiaries organization 273 3.1 Board of Directors 64 3.2 Executive Management 87 3.3 Compensation 90 8 Ordinary and Extraordinary 3.4 Stock options 97 Shareholders’ General Meeting 3.5 Performance shares 100 of May 4, 2018 275 3.6 Specific terms and restrictions applicable to executive corporate officers 103 8.1 Presentation of the resolutions 3.7 Corporate officers’ transactions by the Board of Directors 276 in securities in the Company 104 8.2 Statutory Auditors’ Report 284 3.8 Application of the Corporate 8.3 Agenda 285 Governance Code 105 8.4 Draft resolutions 286 4 Risk factors and internal control 107 9 Additional information 4.1 Risk factors 108 of the Registration Document 291 4.2 Internal control 114 9.1 Person responsible for the Registration Document 292 9.2 Certificate of the person responsible 5 Corporate Social Responsibility 123 for the Registration Document 292 9.3 Auditors 293 5.1 Vision and Ambition 124 9.4 Information included in the Registration 5.2 Stakeholder engagement 126 Document by reference 293 5.3 Material CSR risks 127 9.5 Person responsible for financial information 293 5.4 Key objectives and performance 128 9.6 Cross-reference table 294 5.5 Social responsibility 129 9.7 Table of reconciliation 5.6 Environmental stewardship 138 with the Annual Financial Report 298 5.7 Governance, Ethics and Compliance 147 5.8 Reporting methodologies 150 5.9 Attestation and correlation table 154 2017 Registration Document including the Annual Financial Report World leader in mineral-based specialties for industry, Imerys delivers high value-added, functional solutions to a great number of sectors, from processing industries to consumer goods and building products. The Group draws on its knowledge of applications, scientific expertise and technological know-how to offer solutions beneficiating its mineral resources, produce synthetic minerals and develop formulations. Imerys thus contributes essential properties to customers’ products and performance, such as refractoriness, hardness, conductivity, opacity, durability, purity, lightness, filtration, absorption and repellency. Imerys meets ambitious criteria for responsible development, regarding social, environmental or Corporate Governance. The original document was filed with the AMF (French Securities Regulator) on March 20, 2018, in accordance with article 212-13 of the general regulations of the AMF. As such, it may be used to support a financial transaction if accompanied by a prospectus duly approved by the AMF. This document was drawn up by the issuer and is binding on its signatories. It includes all information comprising the Annual Financial Report. Imerys - 2017 Registration Document 1 2 Imerys - 2017 Registration Document PRESENTATION 1 OF THE GROUP 1.1 KEY FIGURES 4 1.4 ECONOMIC MODEL 14 1.1.1 Global presence 5 1.4.1 Key strengths 14 1.1.2 Profitability, cash flow & financial 1.4.2 Development strategy 15 structure 6 1.1.3 Non-financial data 8 1.5 BUSINESS GROUPS 18 1.5.1 Energy Solutions & Specialties 18 1.2 GROUP PROFILE 9 1.5.2 Filtration & Performance Additives 23 1.2.1 Specialty solutions 9 1.5.3 Ceramic Materials 27 1.2.2 Applications and markets served 9 1.5.4 High Resistance Minerals 30 1.3 OVERALL ORGANIZATIONAL 1.6 MINERAL RESERVES STRUCTURE 11 AND RESOURCES 33 1.3.1 The structure of the Group 11 1.6.1 Mineral reporting principles 33 1.3.2 Executive Committee 11 1.6.2 Key minerals 34 1.3.3 Governance 13 1.6.3 Mineral reserves and resources 34 1.3.4 Corporate Social Responsibility 14 Imerys - 2017 Registration Document 3 Presentation OF THE Group 1 KEY FIGURES 1.1 KEY FIGURES €4.6bn 14.1% REVENUE CURRENT OPERATING MARGIN 18,300 EMPLOYEES €648M 270 CURRENT OPERATING INDUSTRIAL INCOME SITES €6.2bn MARKET CAPITALIZATION N° 1 or N° 2 12.5% IN MOST OF REVENUE GENERATED OF OUR MARKETS BY NEW PRODUCTS 50 COUNTRIES 4 Imerys - 2017 Registration Document Presentation OF THE Group KEY FIGURES 1.1.1 GLOBAL PRESENCE 1 €1,114M ANNUAL REVENUE €2,240M ANNUAL REVENUE 3,200 EMPLOYEES 9,500 EMPLOYEES 54 INDUSTRIAL SITES 126 INDUSTRIAL SITES EUROPE NORTH AMERICA AFRICA AND MIDDLE-EAST SOUTH ASIA-PACIFIC AMERICA €268M ANNUAL REVENUE €122M ANNUAL REVENUE €854M ANNUAL REVENUE 1,200 EMPLOYEES 500 EMPLOYEES 3,900 EMPLOYEES 23 INDUSTRIAL SITES 17 INDUSTRIAL SITES 47 INDUSTRIAL SITES REVENUE REVENUE NUMBER OF NUMBERS OF BREAKDOWN INDUSTRIAL SITES EMPLOYEES +10.4% 18,300 5% JAPAN / AUSTRALIA 5% 267 +10.8% +1.9% 260 258 16,130 15,697 20% EMERGING 28% COUNTRIES 20% NORTH AMERICA 24% 4,598 4,087 4,165 55% WESTERN EUROPE 43% 2015 2016 2017 2007 2017 2015 2016 2017 2015 2016 2017 Revenue (€ million) % Current change Imerys - 2017 Registration Document 5 Presentation OF THE Group 1 KEY FIGURES 1.1.2 PROFITABILITY, CASH FLOW & FINANCIAL STRUCTURE RESULTS AND PROFITABILITY DATA PER SHARE CURRENT OPERATING NET INCOME NET INCOME FROM INCOME & CURRENT FROM CURRENT CURRENT OPERATIONS, OPERATING MARGIN OPERATIONS PER SHARE +11.4% +11.0% 648 +6.0% +6.7% 582 +8.0% +3.9% 538 5.11 14.0% 14.1% 403 4.60 13.2% 342 362 4.31 2015 2016 2017 2015 2016 2017 2015 2016 2017 Current operating income Net income from current Net income from current operations, (€ million) operations (€ million) per share (€) Current operating margin % Current change % Current change (%) Share price trend over 3 years: +29% NET INCOME FROM RETURN ON CAPITAL DIVIDEND CURRENT OPERATIONS, EMPLOYED (ROCE)(1) PER SHARE(2) GROUP SHARE (€ million) 2.075 368 1.870 5,293 1.750 4,786 4,794 293 12.1% 12.2% 11.2% 40.6% 40.7% 40.6% 68 538 582 648 2016 2017 2015 2016 2017 2015 2015 2016 2017 Current operating income (€ million) Dividend per share (€) Average capital employed Dividend payout rate (€ million) Total Shareholder Return over Return on capital employed 3 years(3) : +11% per year (1) ROCE: current operating income over a rolling 12-month period divided by the average capital employed over a period of five quarters. (2) Dividend for 2017 to be proposed at the Shareholders’ General Meeting on May 4, 2018. (3) Total Shareholder Return (TSR) equates to the annual rate of return on the Imerys share over a three-year period, including dividends and capital gains received. 6 Imerys - 2017 Registration Document Presentation OF THE Group KEY FIGURES 1 BALANCE SHEET & FINANCING CAPABILITY CURRENT FREE NET FINANCIAL DEBT NET FINANCIAL DEBT OPERATING CASH & CURRENT EBITDA & SHAREHOLDERS’ FLOW AND CAPITAL EQUITY EXPENDITURE(1) (€ million) 2,914 395 2,878 2,246 2,672 358 343 341 272 278 1,480 1,367 2.5 78% 2.0 55% 47% 1.7 890 745 819 1,480 1,367 2,246 2015 2016 2017 2015 2016 2017 2015 2016 2017 Current EBITDA (€ million) Capital expenditure Net financial debt (€ million) Net financial debt (€ million) Current free 3,943operating cash flow Shareholders’ equity (€ million) Net financial debt / current EBITDA Net financial debt / 3,333 shareholders’ equity 2,909 5.8 4.9 4.6 FINANCIAL RESOURCES 3,943 AND AVERAGE 3,333 MATURITY(2) Moody’s rating: Baa2, 2,909 2015 2016 2017 stable outlook Financial resources (€ million) 5.8 Average maturity (years) 4.9 4.6 S&P’s rating: BBB, stable outlook 2015 2016 2017 Financial resources (€ million) Average maturity (years) √ For more information about the Group’s consolidated financial statements, see Chapter 6 of the Registration Document. (1) Paid capital expenditure, net of divestments and subsidies. (2) Financial resources comprise bank credit lines and Imerys SA bond issues. Imerys - 2017 Registration Document 7 Presentation OF THE Group 1 KEY FIGURES 1.1.3 NON-FINANCIAL DATA SUSTAINABLE DEVELOPMENT GOALS Contribution to yyGood health and well-being yyQuality education yyGender equality 52 11 yyClean water and sanitation yyAffordable and clean energy yyDecent work and economic growth local community of the United Nations yyReduced inequalities yyResponsible consumption and production relations projects sustainable development yyClimate action in 2017 goals yyLife on land yyPeace, justice and strong institutions CLIMATE AND EMISSIONS MANAGEMENT OF NATURAL RESOURCES CO2 EMISSIONS RELATIVE TO REVENUE (tonnes equivalent CO2 /€m) 691 -6%* since 2014 63% of non-hazardous industrial waste recycled in 2017 ENERGY CONSUMPTION RELATIVE TO REVENUE (MJ/€m) 43% 8.03 -4%* since 2014 of Group sites certified ISO 14001 in 2017 HUMAN RESOURCES AND OCCUPATIONAL HEALTH & SAFETY BIODIVERSITY AND SITE REHABILITATION 1.42 341,927 1 ,1 7 3 lost-time accidents hours of training hectares of land per million hours provided to Group rehabilitated in Western worked in 2017 employees in 2017 Europe during 2017 √ For more information about non-financial data, see chapter 5 of the Registration Document.

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