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2011 Registration Document NORBERT DENTRESSANGLE A FRENCH LIMITED COMPANY (SOCIETE ANONYME) WITH AN EXECUTIVE BOARD AND SUPERVISORY BOARD SHARE CAPITAL: €19,672.482 REGISTERED OFFICE: BEAUSEMBLANT (26240) “LES PIERRELLES”, FRANCE ROMANS TRADE AND COMPANIES REGISTRY NO. 309 645 539 2011 REGISTRATION DOCUMENT This Registration Document was registered and filed with the French Financial Markets Authority (AMF) on 17 April 2012, pursuant to Article 212-13 of said authority’s General Regulations. It may be used as source of reference for financial transactions if it has an AMF-approved securities note. This document was prepared by the issuer and the liability of its signatories is bound by virtue hereof. This document contains all the information set forth in the Annual Financial Report. Free-of-charge copies of this registration document may be obtained from the Norbert Dentressangle Group’s registered office at Beausemblant 26240 “Les Pierrelles”, France, and on the websites of Norbert Dentressangle (www.norbert- dentressangle.com) and the French Financial Markets Authority (www.amf-france.org). NORBERT DENTRESSANGLE NORBERT DENTRESSANGLE CONTENTS Pages Pages 1 CHAPTER 1 - PRESENTATION OF NORBERT DENTRESSANGLE GROUP 5 4 CHAPTER 4 - CORPORATE GOVERNANCE 137 1.1. Key dates and events 6 4.1. The Supervisory Board 138 1.2. Simplified organisation chart at 31 December 2011 (% of share capital) 7 4.2. The Executive Board 140 1.3. Role of the different legal entities 7 4.3. Service contracts 140 1.4. Group operations 8 4.4. Specialised committees 141 1.5. Main markets and operations 11 4.5. Conflicts of interests 141 1.6. Selected financial information 13 4.6. Declarations on the personal circumstances of members of the administrative, management 1.7. Propertys, warehouses and equipments 14 and supervisory bodies 142 1.8 Capital expenditure policy 15 4.7. Restrictions 142 1.9. Strategic contracts 16 4.8. Report of the Chairman of the Supervisory Board on the internal control procedures 142 4.9. Statutory Auditors’ report on the report of the Chairman of the Supervisory Board 152 4.10. Statutory Auditors: appointments and fees 153 2 CHAPTER 2 - MANAGEMENT REPORT 17 2.1. Review of Norbert Dentressangle as at 31 December 2011 18 5 CHAPTER 5 - INFORMATION OF A GENERAL NATURE PERTAINING TO THE COMPANY 2.2. Company financial statements 26 AND ITS SHARE CAPITAL 155 2.3. Offices and positions held by the corporate officers 29 2.4. Summary of (gross) remuneration and benefits paid to the corporate officers 40 5.1. Information of a general nature regarding Norbert Dentressangle S.A 156 2.5. Special report of the Executive Board 47 5.2. Deed of incorporation and Memorandum and Articles of Association 156 2.6. Securities transactions 47 5.3. Shareholding structure and distribution of voting rights 162 2.7. Human resources 48 5.4. Dividend 166 2.8. Impact of the Group’s operations on the environment 49 5.5. Transaction 167 2.9. Research and development 52 2.10. Factors likely to have an impact in the event of a public offering 53 2.11. Risk factors 54 2.12. Summary table of the current powers 59 6 CHAPTER 6 - SHAREHOLDERS’ COMBINED AND EXTRAORDINARY GENERAL MEETING OF 24 MAY 2012 169 6.1. Report on resolutions submitted to the Shareholders’ Combined Ordinary and Extraordinary General Meeting 170 3 CHAPTER 3 - FINANCIAL STATEMENTS 61 6.2. Comments of the Supervisory Board 173 6.3. Share buyback programme 174 3.1. Consolidated income statement 62 6.4. Statutory Auditors’ report on transactions involving the share capital 176 3.2. Statement of amounts posted to shareholders’ equity 63 6.5. Draft resolutions to be put before the Shareholders’ General Meeting 181 3.3. Consolidated balance sheet 64 3.4. Consolidated cash flow statement 66 3.5. Change in consolidated shareholders’ equity 67 3.6. Notes to the 2011 consolidated financial statements under IFRS 68 7 CHAPTER 7 - PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND REPORTING POLICY 191 3.7. Statutory Auditors’ report on the consolidated financial statements 112 3.8. Company financial statements and notes 114 7.1. Person responsible for the Registration Document 192 3.9. Statutory Auditors’ report on the annual financial statements 132 7.2. Certification of the person responsible for the Registration Document 192 3.10. Statutory Auditors’ report on regulated commitments and agreements 134 7.3. Information included by reference 192 7.4. Documents available to the public 192 7.5. Published reports 192 2 3 Norbert Dentressangle - 2011 registration document Norbert Dentressangle - 2011 registration document NORBERT DENTRESSANGLE 1 CHAPTER 1 PRESENTATION OF NORBERT DENTRESSANGLE 1.1. Key dates and events 1.2. Simplified organisation chart at 31 December 2011 (% of share capital) 1.3. Role of the different legal entities 1.4. Group operations 1.5. Main markets and operations 1.6. Selected financial information 1.7. Propertys, warehouses and equipments 1.8. Capital expenditure policy 1.9. Strategic contracts 4 Norbert Dentressangle - 2011 registration document CHAPTER 1 - PRESENTATION OF NORBERT DENTRESSANGLE CHAPTER 1 - PRESENTATION OF NORBERT DENTRESSANGLE 1 1.1. KEY DATES AND EVENTS IN THE HISTORY Needing to quickly gain a foothold on this market with size, 1.2. SIMPLIFIED ORGANISATION CHART AT 31 DECEMBER 2011 (% OF SHARE CAPITAL) 1 OF NORBERT DENTRESSANGLE expertise and credibility, in 1997 Norbert Dentressangle purchased two French logistics companies, namely Confluent Mr Norbert Dentressangle founded the Norbert Dentressangle in Lyon and most importantly UTL, which subsequently formed Company in 1979 in Saint-Vallier-sur-Rhône (in the department the basis around which the Group’s new logistics division was Financière Norbert Dentressangle* of Drôme), France, which subsequently became “Norbert structured. 61.64% Dentressangle SA”, hereinafter “the Company”. His aim was Public Dentressangle Family turn the Company into a key player in goods transport between Within the space of a decade (1997 to 2007), whilst the transport the European continent and Great Britain. The fleet of vehicles business grew at a steady pace, the logistics business moved from 30.22% 5.55% comprised six 38-tonne “semi-trailer” lorries, which back then making a marginal contribution to the Company’s total revenue Employees Treasury Shares were already adorned in red, and the doors to the driver’s cabin to accounting for 40% of it. This rapid progress was achieved 0.56% 2.03% sported the label “Saint Vallier - London”. The Company’s through strong organic growth and a policy to acquire logistics operations focused on transporting fresh produce and fruit and companies in France, Italy and the Netherlands. vegetables from the Rhône valley to the big markets in Great NORBERT DENTRESSANGLE S.A. Britain, such as Covent Garden in London. At the end of 2007, Norbert Dentressangle saw its friendly takeover bid for the British transport and logistics company, For nearly ten years, Mr Norbert Dentressangle drove the Christian Salvesen, go through successfully, and this practically Company on to achieve very strong organic growth, which was doubled the size of the Company turning it into one of the leading 100% 100% 100% spurred on by the industry and financial strategy and a multitude of European players in the sector with operations extending across innovations within the goods transport sector. The organisation of 16 countries in Europe and 50% of its workforce employed the Company into profit centres based on business specialisation, outside of France. NDT SA NDL INTERNATIONAL SAS NDO SAS the definition and rolling out of computer management systems to oversee the contribution made by each vehicle to the results, and Thanks to this acquisition the Company added pallet distribution * Renamed Dentressangle Initiatives as of 1 January 2012 the operational decisions taken to keep increasing the payload transport to its transport offering and cold, chilled and frozen of vehicles were all ways in which innovation was achieved to logistics to its logistics offering. make Transports Norbert Dentressangle stand out from its rivals. The two companies’ similar culture facilitated the integration Details of the Company’s scope of consolidation are contained NDT is the holding company for the Transport Division. At the dawn of the 1990s, over 200 lorries were crossing the of Christian Salvesen staff within the Company, which was hereinafter in paragraph III y) in the Notes to the Consolidated Channel every day and in addition to operating in Great Britain completed by the end of 2008. Financial Statements. The “Freight Forwarding” operating companies: this new activity from 1979, the Company also started to operate in Italy (1985), The table showing the Company’s subsidiaries and equity was launched in 2010, and the role of these companies is to Spain (1986) and Belgium (1987). In 2010, Groupe Norbert Dentressangle SA changed its name to investments is contained in the company financial statements in provide goods transport organisation services worldwide, by road, Norbert Dentressangle SA. Chapter 3.8, note II w. sea and air, and to take charge of the relevant customs formalities. With the 1987 deregulation of the goods transport sector in In order to continue with its policy of expanding its range of France and the prospect of a European continent with open services and to offer its clients cross-continental transport NDO SAS (formerly SARL) is the holding company for the Freight borders in 1992, the Company saw its growth accelerate and solutions, the Company launched a new service from scratch, 1.3. ROLE OF THE DIFFERENT LEGAL ENTITIES Forwarding Division. became a Europe-wide player. In addition to organic growth, “Freight Forwarding”, opening offices in France, the United WITHIN THE GROUP ORGANISATION targeted transport companies were acquired, particularly with a Kingdom, Spain and Hong Kong. The operating companies do not incur capital expenditure and view to establishing a presence in new industries: metallurgy, Within the framework of this expansion, in October 2010 Norbert Four types of companies exist within the Group: therefore do not bear any debt in relation thereto.
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