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Transforming Much More Than Ore

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Transforming Much More Than Ore TRANSFORMING MUCH MORE THAN ORE REGISTRATION DOCUMENT 2012 ContentS 5.3. Environmental information 114 Group overview 5 5.4. Environmental Data 117 1 5.5. Information on societal commitments 1.1. Group profile 6 in favour of sustainable development 131 1.2. Key figures/Comments on the financial year 7 5.6. Major projects 136 1.3. History and development of the Company 13 5.7. Responsibility for chemicals 139 5.8. Health and Safety 143 5.9. Human Resources 149 2 Activities 15 5.10. Attestation of completeness and 2.1. Group structure 16 limited assurance report of one of the 2.2. ERAMET Nickel 16 Statutory Auditors on selected social and 2.3. The Manganese Division 26 environmental information 160 2.4. ERAMET Alloys 40 2.5. Organisational Structure of ERAMET S.A./ ERAMET Holding company 49 6 Financial statements 163 2.6. Activity of the Divisions in 2012 49 6.1. 2012 Consolidated financial statements 164 2.7. Production sites, plant and equipment 52 6.2. 2012 separate financial statements 244 2.8. Research & Development/Reserves & 6.3. Consolidated financial statements for 2011 Resources 53 and 2010 273 6.4. Dividend policy 273 3 Risk factors 67 6.5. Fees paid to the Statutory Auditors 274 3.1. Commodity risk 68 3.2. Special relationships with Group partners 68 7 Corporate and share-capital 3.3. Mining and industrial risks 70 information 275 3.4. Legal and tax risks/Disputes 73 7.1. Market in the Company’s shares 276 3.5. Liquidity, market and counterparty risks 76 7.2. Share capital 280 3.6. Insurance/ coverage of risks likely to be 7.3. Company information 287 incurred by the Issuer 77 7.4. Shareholders’ agreements 291 4 Corporate Governance 79 8 General Shareholders’ 4.1. Presentation of Company and Group Meeting—Wording management and administrative bodies 80 4.2. Report from the Chairman of the Board of draft resolutions 295 of Directors 81 8.1. Explanatory Note 296 4.3. Summary of differences between 8.2. Wording of draft resolutions—within the Company’s corporate governance the remit of the Ordinary General procedures and Afep/Medef code Shareholders’ Meeting 298 recommendations 91 8.3. Wording of the draft resolutions—within 4.4. Statutory Auditors’ report, prepared the remit of the Extraordinary General in accordance with article L. 225‑235 Shareholders’ Meeting 301 of the French Commercial Code 8.4. Statutory Auditors’ reports on the ( ), on the report Code de commerce resolutions presented to the General prepared by the Chairman of the Board Shareholders’ Meeting 308 of Directors of ERAMET 92 4.5. Remuneration of corporate officers 93 4.6. List of other offices held 9 Additional Information 313 by members of the Board of Directors and General Management 100 9.1. Persons responsible for the Reference 4.7. Securities held by members of the Board Document 314 of Directors and by General Management 105 9.2. Statutory Auditors 315 4.8. Special report on share subscription and 9.3. Financial information 315 purchase options—2012 106 9.4. List of reports 317 4.9. Special report on bonus share grants 107 9.5. Table of correspondence with the annual financial report 318 9.6. Table of concordance with European 5 Sustainable Development 109 Regulation 809‑2004 319 9.7. Glossary 322 5.1. Introduction 110 9.8. Addresses of the consolidated subsidiaries 323 5.2. Sustainable Development Policy 111 Société anonyme (French public limited company) with registered capital of €80,956,814.90. Registered office: Tour Maine Montparnasse, 33, avenue du Maine, 75015 Paris, France. Registration number 632 045 381 in the Paris trade and corporate register. Registration docuMENT 2012 This document, prepared on the basis of the 2012 financial statements, includes the material information subsequent to the approval of those financial statements, as obtaining at the date of its filing. This Registration Document was filed with the AMF on 27 March 2013, pursuant to Article 212-13 of the AMF General Regulations. It may be used in support of a financial transaction if it is accompanied by a prospectus approved by the AMF. This document was drawn up by the Issuer on the liability of the persons signing it. 4 ERAMET | REGISTRATION DOCUMENT 2012 1 GROUP OVERVIEW 1.1. Group profile ........................................................................................................... 6 1.2. Key figures/Comments on the financial year ...................................................... 7 1.2.1. Key business figures ............................................................................................................. 7 1.2.2. Consolidated net cash position ............................................................................................ 9 1.2.3. Financing and credit facilities ............................................................................................... 9 1.2.4. Capital expenditure ............................................................................................................... 9 1.2.5. Recent trends and outlook ................................................................................................. 12 1.3. History and development of the Company ........................................................ 13 REGISTRATION DOCUMENT 2012 | ERAMET 5 GROUP OVERVIEW 1.1. GROUP PROFILE The ERAMET group is a French mining and metallurgical group The Group has major competitive advantages: with leading global positions in each of its businesses. The ore reserves of the highest quality in terms of both grade and Group, which employed close to 14,000 people in 2012 in some lifespan; 20 countries, generated sales of €3,447 million. highly-developed technological skills in mining, metallurgy, The ERAMET group holds leading global positions in each of its closed die-forging and metal chemistry. businesses: The Group is implementing a growth strategy designed to streng- The Manganese Division is the world’s second-largest producer then and diversify its present positions along the following lines of high-grade manganese ore at its mine in Moanda (Gabon), of development: the world’s second-largest producer of manganese alloys—but widening its world leadership positions in alloys (in present the leading producer of very high value added alloys “refined and new metals); alloys”—and the world’s leading producer of manganese chemical derivatives. strengthening its positions in top-of-the range metallurgy; Within ERAMET Manganèse, the Group is developing an diversifying its portfolio towards special metals with high growth integrated activity in mineral sands, with the construction in potential (e.g. zirconium and titanium dioxide, rare-earth metals, Senegal of the Grande Côte operation in 2013, complementing lithium, etc.); the pyrometallurgy titanium-ore beneficiation activity at the increasing its geographical diversification; Norwegian Tyssedal site. pursuing growth in metal recycling. The Nickel Division has nickel mines in New Caledonia and These policy thrusts should enable the ERAMET group to scale up processes virtually all its ore itself. ERAMET is the world’s its geographical diversification and the diversification of its metals seventh-largest nickel producer, the second largest ferronickel portfolio, in the aim of improving its risk profile and strengthening producer, one of the three leading high-grade nickel producers its financial resilience. For some major projects, ERAMET also and the global leader in nickel chloride. ERAMET is studying works with partners in industry. the development of its Weda Bay nickel deposit located on the island of Halmahera in Indonesia. This deposit, of significance The Group’s development aim is long-term. The Group acts on the world market, could ultimately double the Group’s nickel responsibly towards its environment, employees and shareholders production. The final investment decision is expected in 2014 in accordance with the principles of its Code of Conduct and its for the first phase (35,000 tonnes). sustainable development policy. The Alloys Division is the world’s second-largest producer of closed die-forged parts for aeronautics and energy generation, and ranks second world-wide in the production of high-speed steels, while it is the world leader in powder metallurgy. 6 ERAMET | REGISTRATION DOCUMENT 2012 1.2. KEY FIGURES/COMMENTS on the finanCial year 1.2.1. Key business figures 1.2.1.1. Business highlights (€ million) Sales Industrial capital expenditure (€ million) (€ million) 3,603 641 3,576 3,447 492 2,689 Sizeable industrial capital 326 Sales in 2012 were 4% down from 286 investment, up by more 2011, to €3,447 million. than 30%. 09 10 11 12 09 10 11 12 Net cash generated by operating activities Current operating profit (€ million) (€ million) 727 739 591 554 21% €217 million of net cash flows 15% from operating activities, compared with €591 million A current operating margin of 4%. 217 144 in 2011. 112 -163 4% Current operating profit was lower, mainly due to the falls in nickel and - 6% manganese prices. 09 10 11 12 09 10 11 12 Current operating Consolidated net cash margin as a percentage (€ million) of sales 1,295 1,153 Profit for period, Group share 946 (€ million) A sound cash position 328 after carrying out capital 448 expenditure. 195 Net profit fell more sharply than ROC, 09 10 11 12 -265 8 particularly owing to the cost of development projects and a dividend- related tax charge. Breakdown of sales by business segment in 2012 (€ million) 09 10 11 12 Alloys Nickel €898 million Nickel -9.2% change 26% 29% Alloys €997 million 2012
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