Registration Document 2009 Summary
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Registration Document 2009 Summary 1 Persons responsible 3 17 Employees 77 2 Statutory Auditors 5 18 Major Shareholders 83 3 Selected fi nancial information 7 19 Related-party transactions 91 4 Risks 9 20 Financial information concerning the company’s assets and liabilities, fi nancial situation and 5 Company information 17 fi nancial statements 93 6 Information about the company’s 21 Additional information 167 businesses 19 22 Material contracts 177 7 Organisational chart 25 23 Third-party information, 8 Property, plant & equipment 27 expert statements, and declarations of interest 179 9 Financial statements - Management report 29 24 Documents available to the public 181 10 Capital resources 41 25 Information on equity holdings 183 11 Research and development 43 12 Trends 45 A1 Appendix 1 185 13 Forecasts 47 A2 Appendix 2 193 14 Administrative, management A3 Appendix 3 197 and supervisory bodies 49 15 Compensation and benefi ts 71 16 Practices of the administrative bodies 75 2009 Registration Document This is a non-binding free translation into English of the original French text and is provided solely for the convenience of English speaking users. 2009 Registration Document and the Annual Financial Report fi led with the AMF on 12 April 2010. “This 2009 Registration Document was fi led with the French fi nancial markets authority (AMF) on 12 April 2010 in accordance with Article 212-13 of the AMF General Regulations. This document may be used to support a fi nancial transaction if accompanied by a prospectus approved by the AMF. This document was prepared by the issuer and engages the responsibility of its signatories.” Pursuant to Article 28 of European Commission Regulation (EC) No. 809/2004, the following information is referenced in this registration document: • The company management report, the company fi nancial statements and the statutory auditors’ reports on these annual fi nancial statements, as well as the consolidated fi nancial statements and the statutory auditors’ report on the consolidated fi nancial statements for the 2008 fi scal year. These reports are presented on pages 23 to 206 of the 2008 registration document, fi led with the AMF on 23 April 2009 under number D. 09-300; • The company management report, the company fi nancial statements, the statutory auditors’ general report, the consolidated fi nancial statements and the statutory auditors’ report on the consolidated fi nancial statements for the 2007 fi scal year. These reports are presented on pages 23 to 187 of the 2007 registration document, fi led with the AMF on 23 April 2008 under number D. 08-0278. • The company management report, the company fi nancial statements and the statutory auditors’ report, the consolidated fi nancial statements, the statutory auditors’ report on the consolidated fi nancial statements, as well as the statutory auditors’ report on regulated agreements in accordance with Article L. 226-10 of the French Commercial Code, and entered into by Altran Technologies S.A. in 2006. These reports are presented on pages 22 to 176 of the registration document fi led with the AMF on 7 June 2007 under number D. 07-0561. The above-mentioned documents are available on the AMF website (www.amf-france.org) and on the issuer’s website (www.altran.com) 2009 Registration Document 1 2 2009 Registration Document 1 Persons responsible Statement by the person responsible for the 2009 registration document I declare that, after taking all reasonable measures for this purpose, The statutory auditors’ report on the consolidated fi nancial statements the information contained in the 2009 Registration Document is, to for the fi scal year ended 31 December 2009, is given in Appendix 3 the best of my knowledge, in accordance with the facts and makes no of this registration document. This report is based on an unqualifi ed omission likely to give a false representation. opinion and contains an observation on the application of the new IFRS norms, namely revised IAS 1 “Presentation of fi nancial statements” I declare that, to the best of my knowledge, the fi nancial statements and IFRS 8 “Operating segments”. The statutory auditors’ reports on were prepared according to generally accepted accounting principles the company and consolidated fi nancial statements for the fi scal year and give a true and fair view of the assets and liabilities, earnings, ended 31 December 2009 are given in Appendix 3 of this registration and fi nancial position of the company and all entities in its scope of document and contain no qualifi cations or observations. consolidation, and that the enclosed company management report presents a faithful summary of the businesses, earnings, fi nancial The statutory auditors have issued reports on the historical fi nancial position, and main risks and uncertainties of the company and all information referred to in this document. The statutory auditors’ entities in its scope of consolidation. reports on the company and consolidated fi nancial statements for fi scal years ending 31 December 2007 (fi led with the AMF on 23 April I have obtained a completion letter from the statutory auditors stating 2008 under number D. 08-0278) and 31 December 2008 (fi led with that they have audited the information relating to the fi nancial position the AMF on 23 April 2009 under number D. 09-0300) contain no and the fi nancial statements presented in this registration document qualifi cations or observations. and in the document as a whole. Mr Yves de Chaisemartin, Chairman and Chief Executive Offi cer Persons responsible for fi nancial information Mr Gérald Berge Mr Laurent Dubois Chief Administrative and Financial Officer Group Deputy CFO Tel.: 33 (0)1 46 17 49 69 Tel.: 33 (0)1 46 17 49 69 email: comfi @altran.com email: comfi @altran.com 2009 Registration Document 3 4 2009 Registration Document 2 Statutory Auditors Statutory Auditors Altran Technologies’ statutory auditors are members of the Versailles The mandate of the company’s statutory auditors, Mazars, was Regional Statutory Auditors Commission (Compagnie Régionale de renewed at the 30 June 2008 Annual General Meeting for a period of Versailles). six fi scal years until the close of the 2014 Annual General Meeting, to be held to approve the fi nancial statements for the fi scal year ending Mazars 31 December 2013. Represented by Messrs Guy Isimat-Mirin and Jérôme de Pastors Tour Exaltis – 61 rue Henri-Regnault Deloitte & Associés 92075 La Défense Cedex Represented by Mr Henri Lejetté 185 avenue Charles-De-Gaulle First appointed: 29 June 2005 92524 Neuilly-sur-Seine Cedex Mandate expires: At the 2014 Annual General Meeting held to approve First appointed: 28 June 2004 the fi nancial statements for the fi scal year ending 31 December 2013. Mandate expires: At the 2010 Annual General Meeting held to approve the fi nancial statements for the fi scal year ending 31 December 2009. Substitute Auditors The substitute auditors are members of the Versailles Regional Mr Lebrun’s mandate, was renewed at the 30 June 2008 Annual Statutory Auditors Commission (Compagnie Régionale de Versailles). General Meeting for a period of six fi scal years until the close of the 2014 Annual General Meeting, to be held to approve the fi nancial Mr Jean-Louis Lebrun statements for the fi scal year ending 31 December 2013. Tour Exaltis – 61 rue Henri-Regnault 92075 La Défense Cedex BEAS 7-9 Villa Houssay First appointed: 29 June 2005 92524 Neuilly-sur-Seine Cedex Mandate expires: At the 2014 Annual General Meeting held to approve First appointed: 28 June 2004 the fi nancial statements for the fi scal year ending 31 December 2013. Mandate expires: At the 2010 Annual General Meeting held to approve the fi nancial statements for the fi scal year ending 31 December 2009. 2009 Registration Document 5 6 2009 Registration Document 3 Selected fi nancial information OPERATING INCOME ON ORDINARY ACTIVITIES OF €31M REFLECTS IMPROVEMENT IN H2 2009 operating income on ordinary activities: Further reduction in indirect costs: • operating margin on ordinary activities: €31m; • indirect costs equivalent to 23.3% of sales in H1 2009, 22.9% in H2 2009 and 23.1% over full-year. • rebound in H2 operating margin to 3.2% of sales. Improvement in the fi nancial structure: • debt maturity extension; • sharp reduction in DSO levels in H2. (€m) 31/12/2008 H1 2009 H2 2009 31/12/2009 Revenue 1,650.1 721.1 682.6 1,403.7 OPERATING INCOME ON ORDINARY ACTIVITIES 127.0 8.9 22.1 31.0 % of sales 7.7% 1.2% 3.2% 2.2% Other non-recurring operating income and expenses (22.1) (17.5) (46.9) (64.4) Goodwill depreciation (26.5) (12.1) (26.5) (38.6) Operating income 78.4 (20.7) (51.4) (72.1) % of sales 4.8% 2.9% 7.5% 5.1% Cost of net financial debt (24.8) (5.5) (8.8) (14.3) Other financial income and expenses 5.0 (3.1) (2.1) (5.2) Tax income/charges (45.8) (1.6) 17.9 16.3 NET PROFIT 12.7 (30.8) (44.5) (75.3) Minority interests (1.3) 0.6 - 0.6 NET INCOME ATTRIBUTABLE TO THE GROUP 11.4 (30.2) (44.5) (74.7) Altran’s accounts for fi scal year ended 31 December 2009 were Altran posted an operating loss of €72.1m, which factors in: approved by the Board of Directors on 12 March 2010. In accordance non-recurring operating costs (linked to restructuring and staff with the AMF recommendation of 5 February 2010, the consolidated • adaptation measures) totalling €64.4m, of which €33m alone accounts have been audited and the certifi cation report is being for the Personalised Voluntary Departure Plan (PPDV) in France prepared.