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Registration Document and Financial Annual Report 2011

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Registration Document and Financial Annual Report 2011 REGIStratiON DOCUMENT & FINANCIAL ANNUAL REPOrt 2011 This document is a non-certified translation of the original French text for information purposes only. The declaration by the person responsible for the document is not applicable to this translation and is therefore not included herein. The original document was filed with the Autorité des marchés financiers (AMF), the French market regulator, on April 26, 2012, in accordance with article 212-13-II of the AMF’s General Regulations. Contents PagE PagE 1 Person responsible for the Registration 7 Organization chart 53 Document 3 7.1. Simplified legal organization chart 1.1. Person responsible for the information for the Group as at53 December 31, 2011 contained in the Registration 7.2. DInformationocument on subsidiaries3 and shareholdings 55 2 Statutory auditors 3 8 Real estate, factories and equipment 58 2.1. Incumbent auditors 4 8.1. Real estate and equipment 59 2.2. Deputy statutory auditors 5 8.2. Environmental policy 60 2.3. Information on those auditors having resigned, having been dismissed or not 9 Examination of the financial position and results 65 having been renewed 5 9.1. Introduction 65 3 Selected financial information6 9.2. Comparison of the earnings for 2011 and 2010 69 3.1. Overview of the Group 6 9.3. Comparison of the earnings for 2010 78and 2009 3.2. Selected financial information 8 10 Cash flow and equity 79 4 Risk factors 12 10.1. Equity 79 4.1. Risks relating to the Group’s business13 10.2. Cash flows 80 4.2. Risks related to the industry in which10.3. Indebtedness 82 the Group operates 15 10.4. Analysis of certain off-balance sheet87 liabilities 4.3. Legal risks 16 11 Research and development, patents 4.4. Market risks 16 and licenses 88 4.5. Risks related toompany the C 19 12 Information on trends 90 12.1. Recent events 90 4.6. Risk management 19 12.2. Trends and objective 90 5 Information about the Company21 13 Profit forecasts or estimates93 5.1. History and development ompanyof the 21 C 14 Administration and 5.2. Investments 22 general management bodies 94 14.1. Composition of the Board of Directors, 6 Business overview 26 Presidency and General Management94 6.1. Overview of the Group’s businesses27 14.2. Detailed information on the management 6.2. Group strengths and strategy 28 expertise and experience of the members of the Board of Directors98 6.3. Description of the businesses and introduction to the 31 markets14.3. Personal information concerning the members of the 98Board of Directors 6.4. Dependency factors 50 14.4. Conflicts of interests in the administration 6.5. Legislative and regulatory environment50 and general management 98bodies PAGE PAGE 15 Remuneration and benefits 99 20 Financial information on the Company’s 15.1. Remuneration and benefits in kind 99 the assets and liabilities, financial position and income 15.2. Pension, retirement and other benefits 102 statements of the issuer 122 20.1. Accounting policies 123 16 Operation of the administration and management 20.2.bodies Historical financial information 103 123 16.1. Operation of the Board of Directors103 20.3. Statutory financial statements at December 31, 2011 168 16.2. Operation of the management bodies105 20.4. Auditors’ fees 182 16.3. Limitation of powers 105 20.5. Dividend policy 182 16.4. Internal audit 105 20.6. Legal proceedings and arbitration 182 16.5. Date of expiry of the term of office 20.7. Significant changes to the financial of the directors 106 or commercial position 184 16.6. Information on the service agreements binding the members of 21the AdditionalCompany’s information 185 administration and management bodies21.1. Share107 capital 185 16.7. Declaration relating to corporate governance 10721.2. Constitutional documents and by-laws 187 17 Employees 108 22 Significant contracts 192 17.1. Overview 108 23 Information coming from third parties, expert declarations and declarations 17.2. Share subscription and purchase options114 of interest 193 17.3. Employee profit-sharing 114 24 Documents available to the 194public 17.4. Shareholding of the Company’s officers 25and Information on holdings 195 operations carried out by members of the Appendix 1 - Report by the Chairman on Board of Directors in the Company’s shares corporate114 governance and internal audit 196 18 Principal shareholders 117 Appendix 2 - Statutory auditors’ report on the report of the Chairman of the Board 18.1. Distribution of the share capital of directors 204 and voting rights 117 Appendix 3 - Annual information 206 18.2. Voting rights 118 Appendix 4 - Elements constituting the 18.3. Control of the Company 118 2011 financial annual report and 18.4. Agreements capable of leading to a change management annual report 2011 209 of control 118 Glossary 211 19 Operations with related parties119 19.1. Contracts and operations with related parties 120 19.2. Intra-group operations 120 19.3. Statutory auditors’ report on regulated agreements and commitments 121 Elements constituting the Annual Financial Report. 2011 Registration Document VICAT 1 Introduction Vicat, a French société anonyme, with a share This information is not historical data and must as not significant could have the same negative capital of € 179,600,000 whose registered not be interpreted as an assurance that the facts effect and investors could lose all or part of their office is Tour Manhattan, 6 place de l’Iris, 92095 and data stated will occur. This information is investment. Paris-La Défense, registered with the Registry founded on data, assumptions and estimates of Companies and Commerce of Nanterre considered as reasonable by the Group. This Registration Document contains information under number 057 505 539, is referred to as They are likely to change or be modified due relating to the markets on which the Group the “Company” in this Registration Document. to uncertainties, related in particular to the operates. This information comes, in particular, Unless expressly stated otherwise, the “Group” economic, financial, competitive and regulatory from studies carried out by third parties. Given the refers to the Company and its subsidiaries and environment. Moreover, the materialization of changes which may affect the industry in which holdings as set forth in the organization chart in certain risks described in section 4 “Risks factors” the Group operates in France and worldwide, section 7 “Organization chart” of this Registration of this Registration Document is likely to have this information may prove to be incorrect or no Document. an impact on the Group’s activities, situation, longer up to date. The Group’s activities could financial results and on its capacity to achieve consequently evolve differently from what is Unless otherwise indicated, the figures used its objectives. described in this Registration Document and in this Registration Document, in particular in the declarations or information contained herein section 6 “Business Overview” of this Registration Forward-looking statements contained in this could prove to be incorrect. This Registration Document, are extracted from the Group’s Registration Document also encompasses the Document serves as the financial annual report consolidated financial statements, prepared in known and unknown risks, uncertainties and and includes information required pursuant to accordance with IFRS. As the figures have been other factors which could, if they materialize, article 222-3 of the General Regulations of the rounded, the amounts indicated as being totals affect the Group’s future results, performances AMF. In order to facilitate the reading of the and the various sections of this Registration and achievements. These factors can in particular financial annual report, a cross-reference table Document may not equal the arithmetic sum of include changes to the economic and commercial is included in appendix 4 of this Registration these figures and numbers. situation as well as the risk factors set out in Document. section 4 “Risk factors” of this Registration This Registration Document contains indications Document. on the Group’s prospects and development policies. These indications are sometimes Investors are invited to consider carefully the identified by the use of the future and the risk factors described in section 4 “Risk factors” conditional tenses, and forward-looking terms of this Registration Document before making such as “consider”, “intend”, “think”, “with the their investment decision. The materialization aim of”, “expect”, “plan”, “should”, “want”, of all or some of these risks is likely to have an “estimate”, “believe”, “wish”, “could” or, if adverse effect on theG roup’s activities, financial necessary, the negative form of these terms, position or financial results. Moreover, other risks, or any other alternative or similar terminology. not yet identified or considered by the Group 2 VICAT 2011 Registration Document 1 1 Person responsible for the Registration Document 1.1. Person responsible for 1.1. Person responsible for the information contained in the information contained the Registration Document in the Registration 3 Document Mr Guy Sidos, Chief Executive Officer (“CEO”). 2011 Registration Document VICAT 3 2 Statutory auditors 2.1. Incumbent auditors 2.1. Incumbent auditors 4 2.2. Deputy statutory auditors 5 KPMG Audit Immeuble Le Palatin, 3, cours du Triangle, 2.3. Information on those auditors having 92939 Paris-La Défense Cedex resigned, having been dismissed or not having been 5 Representedrenewed by Mr. Bertrand Desbarrières. Member of the Regional Company of Auditors of Versailles. Date first appointed: Ordinary General Meeting held on November 25, 1983. Expiry of the current term on the date of the Ordinary General Meeting approving the financial statements for the year ended on December 31, 2013. Wolff & Associés SAS Centre Beaulieu, 19, boulevard Berthelot, 63400 Chamalières Represented by Mr. Grégory Wolff. Member of the Regional Company of Auditors of Riom. Date first appointed: OrdinaryG eneral Meeting held on May 16, 2007.
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