REFERENCE DOCUMENT 2016 2017 INCLUDING the ANNUAL FINANCIAL REPORT Ipad 9:45 AM 100%
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REFERENCE DOCUMENT 2016 2017 INCLUDING THE ANNUAL FINANCIAL REPORT iPad 9:45 AM 100% The Reference Document may be viewed and downloaded at the website www.soitec.com 2016 2017 REFERENCE DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT The Company’s business operations and financial position is described in the French version of the Company’s Document de Référence 2016-2017 registered by the Autorité des marchés financiers (the “AMF”) (the “Document de Référence”) under visa no. D.17-0720 dated July 4, 2017. Copies of the French language Document de Référence are available through the Company and may also be consulted on the AMF’s website (www.amf-france.org) and on the Company’s website (www.soitec.com). Your attention is drawn to the risk factors described in Chapter 4 of the Document de Référence in French language. In the event of a discrepancy between this document and the Document de Référence in French language, the Document de Référence in French language shall prevail. The translation contained in this document has not been independently verified and is provided solely for the convenience of English-speaking users. No representation, warranty or undertaking, express or implied, is made as to, and you may not rely on, the fairness, accuracy, completeness or correctness of the information and opinions contained in this document compared to the Document de Référence in French language. Neither the Company, nor its shareholders or any of their respective subsidiaries, advisors or representatives, accept any responsibility or liability whatsoever for any loss arising from the use of this document or its contents or in connection whatsoever with this document. SOITEC REFERENCE DOCUMENT 20162017 1 1 PERSON RESPONSIBLE 98 PROPERTY, PLANT AND EQUIPMENT 48 CONTENTS 1.1. Person responsible for the Reference Document 9 8.1. Major or planned tangible assets 48 1.2. Declaration by the person responsible fortheReference 8.2. Environmental issues which may aff ect theCompany’s The numbering of the paragraphs below corresponds Document 9 use of its fi xed assets 48 to the outline provided in Appendix I of Commission Regulation (EC) no. 809/2004 of April 29, 2004. 2 STATUTORY AUDITORS 10 9 REVIEW OF FINANCIAL POSITION ANDRESULTS 49 9.1. Group’s fi nancial position and results 50 3 SELECTED FINANCIAL 9.2. Company’s fi nancial position and results 54 INFORMATION 11 10 CASH FLOW AND 4 RISKS FACTORS ANALYSIS 13 CAPITAL RESOURCES 56 4.1. Risk related to the Company’s business 14 10.1. Group’s short- and medium-term capital 56 4.2. Legal risks 16 10.2. Source and amount of Group cash fl ow 56 4.3. Risk of dependence on third parties 17 10.3. Group’s borrowing terms and fi nancing structure 56 4.4. Market risks 18 10.4. Restrictions on the use of capital 56 4.5. Hedging of insurance risks 20 10.5. Information on expected sources of fi nancing 56 5 INFORMATION ON THE COMPANY 21 11 RESEARCH AND DEVELOPMENT, 5.1. History and development of the Company 22 PATENTS AND LICENSES 57 5.2. Capital expenditure 23 11.1. Soitec Group’s research anddevelopmentpolicy 57 5.3. Soitec’s CSR strategy 23 11.2. Accounting of research and development costs 58 5.4. Environment 24 5.5. Ethical business 33 12 INFORMATION ON TRENDS 59 12.1. Main trends that have impacted operations 6 OVERVIEW OFACTIVITIES 37 duringfi scalyear 2016-2017 59 6.1. Principal activities 38 12.2. Existence of any known trends, uncertainty or request, or any commitment or event that may reasonably be 6.2. Primary markets 42 expected to infl uence theCompany’s outlook 59 6.3. Exceptional events 43 6.4. Dependences 43 6.5. Competitive position 43 13 PROFIT FORECASTS OR ESTIMATES 61 13.1. Forecast assumptions 61 13.2. Statutory auditors’ report on the forecasts included 7 ORGANIZATION CHART 45 inthe Reference Document for thefi nancial 7.1. Group 46 yearending31March 2017 61 13.3. Long-term objectives 61 The components of the annual financial report are indicated 7.2. List of subsidiaries and equity interests 47 in the table of contents by the icon. 13.4. Profi t forecast in a pending prospectus 61 2 SOITEC REFERENCE DOCUMENT 20162017 14 ADMINISTRATIVE ANDMANAGEMENT 19 RELATED PARTY TRANSACTIONS 118 25 INFORMATIONS ON SUBSIDIARIES 181 BODIES ANDSENIOR MANAGEMENT 63 14.1. Administrative and management bodies 64 20 FINANCIAL INFORMATION: 26 COMPANY’S FINANCIAL 14.2. Confl icts of interest in the administrative andmanagement bodies 71 NET ASSETS, FINANCIAL INSTRUMENTMARKET 182 POSITION AND EARNINGS 121 20.1. Historical fi nancial information 122 15 REMUNERATION AND BENEFITS 73 27 GLOSSARY 185 20.2. Pro forma fi nancial information 122 15.1. Interests of corporate directors and offi cers and 20.3. Financial statements 122 Executive Committee members 74 20.4. Auditing of historical fi nancial information 156 15.2. Sums provisioned for the purpose of paying pensions 28 RECONCILIATION TABLE 187 schemes, retirement schemes orother benefi ts 79 20.5. Age of the latest fi nancial information 156 20.6. Interim and other fi nancial information 156 20.7. Dividend distribution policy 156 29 TEXT OF RESOLUTIONS AND BOARD OF FUNCTIONING OF THE 16 20.8. Legal and arbitration proceedings 156 DIRECTORS’ REPORT 194 ADMINISTRATIVE AND MANAGEMENT 20.9. Signifi cant change in fi nancial or commercial situation BODIES 81 since 31March 2017 156 16.1. Directors’ terms 82 30 SOITECS.A.’S FINANCIAL STATEMENTS 16.2. Service agreements providing for the granting of future 21 ADDITIONAL INFORMATION 157 AT 31MARCH 2017 215 benefi ts 82 16.3. Board of Directors’ committees 82 21.1. Share capital 158 21.2. Articles of Association and by-laws 173 16.4. Statement about corporate governance 85 16.5. Reports on corporate governance, internal control 21.3. Statutory auditors’ fees 176 procedures and risks management 85 22 IMPORTANT CONTRACTS 177 17 PEOPLE 99 17.1. Job indicators 100 INFORMATION FROM THIRD PARTIES, 17.2. Interests and stock options 101 23 17.3. Agreement providing for employees profi t-sharing STATEMENTS BY EXPERTS AND schemes and participation of the employees in the DECLARATIONS OF INTERESTS 178 Company’s share capital 103 17.4. Additional social information regarding theCompany 103 17.5. Dialogue with our employees 105 24 DOCUMENTS AVAILABLE 17.6. Ensuring employee well-being and safety 106 TO THEPUBLIC 179 17.7. Attracting and developing diverse talent 110 24.1. Documents available on the Company’s website 179 24.2. List of press releases and other publications 179 18 MAIN SHAREHOLDERS 115 18.1. Breakdown of capital and voting rights 116 18.2. Diff erent voting rights 117 18.3. Control of the company 117 18.4. Agreement which might entail a change ofcontrol 117 SOITEC REFERENCE DOCUMENT 20162017 3 4 SOITEC REFERENCE DOCUMENT 20162017 INTERVIEW WITH THE CHAIRMAN& CEO Ladies, Gentlemen and Shareholders, From recapitalizing our balance sheet to producing solid electronics and automobile markets. I would like to mention Our confidence in these prospects is based on the relevance operational performance, the 2016-2017 fiscalyear has that in the area of radio frequency, Soitec is now present in of our products, which address market requirements for highlighted the success of Soitec’s strategic refocusing all smartphones produced throughout the world. consumer electronics products in terms of performance, on Electronics and opens the way toward growth that low power consumption, reliability and streamlining of On the industrial level, after having streamlined our cost should accelerate and improve in terms of profitability. costs. Our innovative substrates bring value to electronics structure, we continued to improve productivity in our By withdrawing from our Solar and Lighting businesses, while systems in high volume markets for automobile applications, BerninI facility dedicated to 200mm wafers. Although this From recapitalizing simultaneously capitalizing on our positioning in Electronics, the Internet of Things, smartphones and data centers. we have effectively reconstructed a business plan that is plant was already producing at full capacity, we managed to our balance sheet both comprehensible and unifying. I want to thank each of further increase volumes produced through better efficiency An illustration of the use of FD-SOI technology by the to producing our employees for supporting this move and contributing from our equipment and heightened yields. semiconductor industry is the fact that several marketed to its success. products already use this technology, including connected solid operational In contrast, the BerninII plant producing 300mm wafers watches, personal assistants, driver assistance systems, This refocusing effort needed to be bolstered by a stronger went through an atypicalyear. The first few months were performance, the and others. Our major strategic customers have made balance sheet at the beginning of theyear. Two strategic marked by a steep, albeit expected, decline in sales of 2016-2017 fiscalyear commitments to build FD-SOI capacity and to extend the shareholders, CEA Investissement, a subsidiary of our Partially Depleted Silicon on Insulator wafers (PD-SOI) scope of the technological road map of FD-SOI. We therefore has highlighted the technological partner CEA, and NSIG, a Chinese industrial for integrated circuits, servers and network applications. decided to increase the capacity to produce FD-SOI wafers success of Soitec’s investment group specialized in the semiconductor sector, In contrast, the second half of theyear featured a strong at our BerninII site and announced that we intend to reopen strategic refocusing have taken a stake in Soitec’s capital. Bpifrance, our surge in sales of our new category of 300mm substrates: traditional partner, has increased its stake. The commitment Fully Depleted Silicon on Insulator wafers (FD-SOI), wafers the Singapore facility. of these three partners showed the way forward to all of our on Electronics and for radio frequency, photonic and imager applications and Soitec faces the future with confidence.