A global player in local communication WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Free Advertising Publications / Real Estate Publications Printing / Internet / Distribution of Printed Matter Administration – Group Finances WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Contents
Group Organisation Financial Presentation of Sustainable Presentation Data Activities Development
Overview of brands 6 Chairman’s statement 14 Key figures 26 Chief executive's statement 34 Corporate values 64 Profile and locations 8 Management committee 16 Shareholdings and share price 30 Breakdown of centers of activity 36 Company responsibilities 66 Breakdown of activities 9 Management and auditing 18 Overview of subsidiaries 38 Social responsibilities 67 History 10 Group organization chart 19 Free advertising publications 40 Environmental responsibilities 69 Corporate governance 20 Specialised real estate publications 44 Indicators 71 Printing 48 Internet 52 Distribution of printed matter 54 Free daily news press 58 Administration – Group finances 60
2 Spir Annual Report 2006 Spir Annual Report 2006 3 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Group presentation
Overview of brands 6 Profile and locations 8 Breakdown of activities 9 History 10
4 Spir Annual Report 2006 Spir Annual Report 2006 5 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Overview
topannonces.fr of brands 1 general interest web portal
LOGIC-IMMO LOGIC-IMMO 1 free specialised real estate publication 5 free specialised real-estate publications in Switzerland in Belgium
logic-immo.com (+ .be & .ch) 1 real-estate web portal
Top annonces A NOUS LOGIC-IMMO ELADO-KIADO DeHuisaanHuisKrant caradisiac.com 155 free advertising newspapers in 4 regional French editions (Lille / Lyons / 51 free specialised real-estate 1 free specialised real-estate publication 9 free specialised real estate newspapers 1 automobile web portal France Marseilles – Aix-en-Provence / Nice - publications in France in Hungary in the Netherlands leboncoin.fr French Riviera) 1 general-interest site for private classified ads
20minutes.fr 1 current news web portal
and 7 specialised internet sites: Immobilier : logicimmoneuf.com lux-residence.com real-city.cz hahweb.nl elado-kiado.hu Distribution of printed matter: Demeures & Châteaux Properties Côte d’Azur HELVETISSIMMO REAL-CITY 20 minutes adrexo.fr 1 non-free specialised real-estate 1 non-free specialised real-estate 1 non-free specialised real-estate 6 free specialised real-estate publications 8 free daily news press publications in Pre-press and printing: Group presentation publication in France publication in France publication in Switzerland in the Czech Republic France imprimeries-ips.com
6 Spir Annual Report 2006 Spir Annual Report 2006 7 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Profile and locations Breakdown of A Global Player in Local Communication activities 588.5 4,124 22,671 5 million euros permanent salaried distributors activities: Breakdown of sales by activity, Breakdown of operating Breakdown of employees by in total sales employees and couriers Free advertising publications in % income by activity, in % activity, in % for 2006 Specialised real estate publications (Base of 588.5 M) (Base of 69.2 M) (Based on 4,124 employees / Not including 22,671 distributors and couriers - Adrexo)) Printing 4 Internet 3 Distribution of printed matter 5 6 European countries where 1 2 6 group is present 1 - France 2 - Switzerland 3 - Belgium 4 - The Netherlands 5 - Czech Republic 6 - Hungary
The Spir Communication Group also owns: Multimédia SAS, publisher of the Internet site Shareholdings (on 31 December 2006): leboncoin.fr. > a 25% shareholding in 20 Minutes France Treasury shareholding 1.7% SAS, publisher of the free daily newspaper 20 > a 25% shareholding in S3G Com SA, publisher Public 33.4% minutes (8 editions: Paris / Lille / Lyons / of free advertising newspapers in Southwest Group Sofiouest 64.9% Free advertising publications 37.4% Free advertising publications 26.3% Free advertising publications 34.3% Marseilles / Toulouse / Bordeaux / Nantes / France Strasbourg) The Spir Communication Group is listed on the Specialised real estate publications 14.5% Specialised real estate publications 18.0% Specialised real estate publications 11.7% > a 70% shareholding in Régie Publicitaire Eurolist (B), is part of the CAC IT, CAC Mid, CAC Printing 5.3% Printing 21.4% Printing 17.5% > a 50% shareholding in A Nous Province SAS, Nationale SAS (via Regicom 60% and Spir Mid 100, Midcac, Next 150, and SBF 120 publisher of the City magazine ANOUS (3 Communication 10%) (nationwide offer of TOP indexes, and is eligible for SRD. Internet pure player 1.0% Internet pure player 1.9% Internet pure player 1.3% editions: Lyons / Marseilles - Aix-en-Provence / Impact) Nice – French Riviera) Distribution of printed matter 41.8% Distribution of printed matter 32.4% Distribution of printed matter 35.2% > a 65% shareholding in Adrexo Sud-Ouest SAS > a 50% shareholding in Algo Communication (via Adrexo) SARL, publisher of the City magazine A NOUS (1 edition: Lille) > a 56.07% shareholding in Distrihome SAS (via Adrexo) Group presentation > a 50% shareholding in Editions Aixoises
8 Spir Annual Report 2006 Spir Annual Report 2006 9 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 History
1971 1972 /1984 1985/1986 1987/1990 1991/1994 1995/1997 1998/1999 2000/2001 2002 2005 2006
Claude Léoni, founder Development of titles Development of new Spir Communication Sofiouest (Ouest- Spir Communication Acquisition of Spir Communication Spir invests in a new All the free Spir Communication which is awarded to of the Spir in Provence-Côte titles in Normandy. becomes a joint stock France Group) shares are listed for Concept Multimédia, exceeds € 300 activity, the free daily advertising signs an agreement the private operator Communication d’Azur and then in Rotosud opens a company (SA) and is becomes the majority monthly settlement. publisher of 5 million in sales. SDP, news press, by newspapers are with the Belgian ARCEP. Group, launches the Languedoc- second printing plant listed on the Second shareholder of the The merger- Specialised Real the Group’s acquiring a consolidated under a company Roularta to first free weekly in Roussillon. in Rouen. Marché of the Paris Spir Communication absorption of the Estate Magazines subsidiary for the shareholding of 25% single nation-wide develop a network for Aix-en-Provence, Aix- Acquisition of Telematics makes it Stock Exchange in Group. Carillon Group under the trade name distribution of printed in 20 Minutes France brand name, the city magazines A Hebdo. majority shareholding possible to consult 1989. The latter acquires increases the number LOGIC-IMMO. matter, becomes SAS, the publisher of TOP’annonces. At the NOUS in the in the printing classified ads from Régicom, the 95% of the IPS of titles to 104, with a An internet site for Adrexo and confirms the Parisian same time, the provinces, and company Rotosud in newspapers via advertising agency Group, the printer of weekly circulation of classified ads is its ambition of newspaper 20 Internet site petites- obtains an 1975. minitel. for the Group’s all of its newspapers 9 million copies. launched: becoming the largest minutes. annonces.fr becomes authorisation from Creation of SDP, the newspapers, is as well as 26 The Group has 8 pre- petites-annonces.fr private national topannonces.fr. The the French Ministre Group's newspaper created. publications in the press centres, 4 advertising nation-wide de l’Economie, des distribution company, Top Affaires, with the Paris Region. printing plants and distributor. Distribution Collective Finances et de in 1979. largest circulation in SDP penetrates the 109 distribution Bargaining l’industrie to merge the Group with West and Central centres. Agreement takes its free advertising 460,000 copies, is France markets by In 1997, Spir effect as of July the newspaper and launched in Lyons. taking control of the Communication first, providing an distribution of printed Development in distribution increases its official employment matter assets in Rhône-Alpes companies of the shareholding to 66% status to the Southwest France continues: new titles Carillon Group. in the Le Galibot distributors of non- with those of S3G are created in Spir Communication Group, owner of 22 addressed printed Group. Together with France's Savoy breaks the € 150 titles and 18 matter. In the Norwegian region. million threshold in distribution centres in September, Spir company Schibsted, a A third printing plant sales with 70 the North of France. Communication general-interest site is set up in the newspapers and The Spir acquires its first pure for free classified Rhone-Alpes region. more than 6 million Communication share player Internet site, ads, leboncoin.fr, is The Group publishes weekly copies in is listed in the SBF 80 caradisiac.com. launched. On 13 40 newspapers, with 1994. and 120 indices. June 2006, Adrexo 3.5 million copies obtains the first every week. national authorisation Group presentation for postal distribution,
10 Spir Annual Report 2006 Spir Annual Report 2006 11 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Organisation
Chairman’s statement 14 Management committee 16 Management and auditing 18 Group organization chart 19 Corporate governance 20
12 Spir Annual Report 2006 Spir Annual Report 2006 13 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 policy, and has decided to propose to the general meeting of shareholders on 15 May 2007 a dividend of 5 euros per share for the year 2006. This proposed dividend corresponds to a distribution rate of 58%, and Chairman's a yield of 4.3% with respect to the share price of 31 December 2006. These figures are far superior to the SBF 120 average rates and yields.
Considering the amazing progress that Spir statement Communication has made over the past ten years, with sales quadrupling over the period, it must be said that the group can boast of a solid base in its traditional business activities. Over the years, each Proud past and bright future the fact that the London Agents sector has proven once again that it still offers magazines ceased activities in growth potential. Ladies and gentlemen, shareholders, England, the LOGIC-IMMO But far from contenting ourselves with our proud past, concept and brand name we are also looking ahead to a bright future. We are continue to be successfully counting on two important growth sectors: the Internet This past year marked a very important turning point for exported throughout Europe to and the distribution of addressed mail, which both offer the Spir Communication Group. In 2006, sales increased create a good balance for incredible opportunities for growth within the group. by 3.5% to € 588.5 M. Operating income decreased by international operations. At the same time, the sales and current operating A proud past and a bright future – and this also holds 3.2% to € 77.5 M, with the operating income margin income decreased in 2006 for free advertising true for our employees, who have proven time and time remaining extremely profitable at a rate of 13.2%. These publications in a difficult economic context, effective flow of the general public to selling points. again their capacity to successfully perform fully results can be explained mainly by the impact of the characterised by a steadily decreasing volume of million individual visitors (an increase of 74% for the integrated and complementary activities. They have Also in the non-media sector, the year 2006 was a true Distribution Collective Bargaining Agreement, which took classified advertisements. The Top annonces network year) and an average of 778,100 on-line classified ads set ambitious goals based on true operational know- of free advertising newspapers now has a fully- for all sites combined (increase of 50% for the year). turning point for our addressed mail distribution how, and at the same time have shown just how effect in mid-year, and by our dynamic investment policies operational nation-wide offer for 2007, which has been activity, as Adrexo obtained in June the first national flexible, innovative, and dynamic a workforce can be. that were necessary for us to implement the group's reinforced by the launching of a new newspaper In 2006, sales for our non-media activities (which postal license awarded to a private operator. The The customer has always been their number one development strategy based on two important growth format. include our addressed and non-addressed conclusive results obtained at the Adrexo Mail pilot priority. The Group has always been able to count on € site, which was set up in the fourth quarter in the sectors: the Internet and the distribution of addressed distribution activities) increased 3.6% to 246 M. their ambitious spirit, and will continue to do so in the The printing activity continued with its industrial These activities now represent 41.8% of the Group's Hauts-de-Seine department, have led the group to future. mail. investments in 2006 in order to effectively accompany consolidated sales. The current operating income actively pursue the deployment of its new, specialized the steady progress of the Top annonces and LOGIC- for 2006 was € 22.4 M. network. Adrexo Mail, a true private postal alternative, Proud of our past and excited about our future, we will IMMO publications, while at the same time remaining has been steadily gaining ground, and was work together to reach the milestone of 1 billion euros The Spir Communication Group offers a truly global highly profitable. The production capacities of Adrexo, co-leader on the French market for the strengthened by the recent acquisition of Distrihome, in sales. solution for its customers' local communication needs. Imprimeries IPS have been significantly improved distribution of printed matter, was once again able to the nation-wide distributor of domestic packages. Today, the group's offer is structured according to two thanks to higher quality pre-press and printing and improve its non-addressed distribution activities by After penetrating the Nord-Pas-de-Calais region in different centres of activity: media and non-media. increased quadri page layouts on the rotary presses. increasing its market share in 2006. The decrease in early 2007, Adrexo Mail has also extended its activities Success is a group effort. the non-media sector's operating income was due not to the Marseilles and Lyons metropolitan areas. It will The total sales for the media sector in 2006 Sales jumped by 71% in "web" activities as a direct only to the implementation of the nation-wide soon be up and running in Nantes and Rennes as well. increased by 3.4% to € 342.5 M, with a current result of increased development in the Group's growth Collective Bargaining Agreement in mid-year, but also A new adventure is underway, which may offer the Philippe Léoni operating income of € 46.8 M. sectors. The operating income in this area also shot up in large part to the takeover of a distribution activity in group an important area for growth as we look ahead 113%, which made it possible to generate an operating Southwest France. The restrictions on TV advertising to 2009, when the entire French postal system will be The driving force behind the “print” activities in this margin rate of 29%. The audiences of the group's four for mass marketing have been removed, and this event opened to private competition. sector was primarily the LOGIC-IMMO real estate main Internet brand names (topannonces.fr, logic- has had a significant impact on the sector in early magazines, whose sales increased by 23.3% and immo.com, caradisiac.com and leboncoin.fr) jumped 2007. Non-addressed print advertising confirms year As in previous years, the group's Board of Directors is current operating income increased by 82.3%. Despite significantly in 2006, with a monthly average of 2.5 after year its incredible potential to generate a highly continuing with its dynamic dividend distribution
14 Spir Annual Report 2006 Spir Annual Report 2006 15 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Management committee
François Blum Director, Internal Strategy and Development 50 years old
Patrick Schuster Chief Operating Officer Manlio Pizzorni Spir Communication Chief Executive 48 years old Régicom (Free advertising publications) 42 years old
Frédéric Pons Jean-Christophe Serfati Francis Cartoux Chief Executive, Adrexo Chairman and Chief Executive Chairman and Chief Executive (Distribution of printed matter) Concept Multimédia (Real estate Imprimeries IPS (Printers) 41 years old publications) 65 years old 40 years old Philippe Léoni Hervé Pinet Chairman and Chief Executive Deputy Chief Executive Spir Communication Spir Communication 47 years old 53 years old Organisation
16 Spir Annual Report 2006 Spir Annual Report 2006 17 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Management and Group auditing organization chart
(on 30 April 2007)
Management and Auditing Camille Thiéry SCP Jean-Claude André Independent Director Alternate Philippe Léoni Appointed on 18 May 2006 Chairman Philippe Toulemonde 2bis, rue Villiers Chairman and Chief Executive Director 92309 Levallois-Perret of Spir Communication SA Deputy Chief Executive of Ouest-France SA The fees of the Auditors for 2006 were the Gérard Bécue Henri Tracou following: Independent Director Independent Director (in thousands of euros) Ernst & Young KPMG Others Total Francis Cartoux Auditors Auditing 194 183 5 382 Director Other services 0000 Chairman and Chief Executive Ernst & Young Audit Total 194 183 5 382 Imprimeries IPS SAS Statutory Appointed on 6 May 1999, renewed on 19 May Louis Echelard 2005 Director 4, rue Auber Chief Executive of Société Civile SIPA 75009 Paris
François-Régis Hutin K.P.M.G. SA Director Statutory Chairman and Chief Executive of Ouest-France SA Appointed on 9 June 1994, renewed on 18 May 2000 and 18 May 2006 François-Xavier Hutin 15, rue du Professeur Pecker Director 35042 Rennes Chairman of the Supervisory Board of Edilarge SA (Editions Ouest-France) Jacques Mariacci Alternate Paul Museux Appointed on 19 May 2005 Director 408, avenue du Prado Chief Executive of Sofiouest SA 13008 Marseille
Hervé Pinet Deputy Chief Executive Organisation of Spir Communication SA
18 Spir Annual Report 2006 Spir Annual Report 2006 19 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Corporate governance
In accordance with the provisions of article L.225-37 of the Code de • Philippe Léoni: Chairman and Chief Executive competence in the Group’s businesses. d) Regulations and Limitations to Powers of of Spir and Manager of Régicom Company Managers commerce, in addition to Law no. 2003-706 on Financial Security of 2nd • Hervé Pinet: Deputy Chief Executive of Spir c) Method of Remuneration There is no statutory limit to the powers of the August 2003, the Chairman of the Board of Directors provides news in this and Manager of Adrexo As per the decision taken by the general meeting company managers. report about the conditions for the preparation and organisation of the work of • Francis Cartoux: Chairman of Imprimeries Ips. of 19 May 2005, the Directors' fees for the year However, as per internal standards, all strategic the Board, as well as about the internal control procedures established by the Each of the said Directors represents one of the 2005 were 10,000 euros per director for Francis decisions, as well as all significant investments dominant businesses of the Group: Philippe Cartoux, François-Xavier Hutin, Philippe (for example: collective bargaining agreement, company. Léoni, the free advertising publications; Hervé Toulemonde, Henri Tracou, Francis Teitgen, environmental contributions, external growth Pinet, the distribution of printed matter; and Philippe Amyot d'Inville, François Régis Hutin and operations, etc.) are decided on following Francis Cartoux, printing. Laurent Tournon for their participation in the consultation with the investment committee or THE CONDITIONS FOR THE PREPARATION AND Deputy Chief Executive and Director, the Board of Board of Directors, and 20,000 euros for the the Board of Directors. ORGANISATION OF THE WORK OF THE BOARD Directors on 18 May 2006 elected Hervé Pinet to There are 5 representatives of the majority directors on the Audit Committee and/or the OF DIRECTORS: replace Mr. Tournon for the remainder of his mandate, expiring the day of the general meeting shareholders on the Board of Directors out of the Appointments and Remuneration Committee II) Action and Diligence of Members of Board of total 11, or 45 % of the members: (Gérard Bécue, Paul Museux, Camille Thiéry and Directors I. Size of the Board of Directors to consider the financial statements closed on 31 December 2008. • François-Régis Hutin Philippe Léoni). Thus, the total amount of • François-Xavier Hutin directors' fees that were allocated to the a) Number of Board meetings held during the a) The Board of Directors on 31 December • Paul Museux Directors who served in their positions for the year: 5, at the following dates and times: 2006 consists of one Chairman (Philippe Léoni) Following the resignation on 31 March 2006 of • Philippe Toulemonde year 2005 is 160,000 euros. • 21 February 2006 at 9 am and 10 Directors: Francis Teitgen from all his functions at SIPA, including his functions as Director of Spir • Louis Echelard • 18 May 2006 at 8:30 am For the year 2006, the same amounts shall be • 18 May 2006 at 10:30 am • Gérard Bécue, Director Communication, the Board of Directors on 18 The Board includes three independent directors paid: 10,000 euros per director to Francis • 7 September 2006 at 10 am • Francis Cartoux, Director May 2006 elected Louis Echelard to replace Mr. – i.e., people who do not hold any general Cartoux, François-Xavier Hutin, Philippe • 7 December 2006 at 9 am • François-Xavier Hutin, Director Teitgen for the remainder of his mandate, management position in the group, nor with the Toulemonde, Henri Tracou, Philippe Amyot • Paul Museux, Director expiring the day of the general meeting to majority shareholders, but who nonetheless have d'Inville and François Régis Hutin for their b) Were present at these Board meetings: • Philippe Toulemonde, Director consider the financial statements closed on 31 experience either in the concerned sectors or in participation in the Board of Directors, and b1) Attendance rate per Board meeting: • Henri Tracou, Director December 2010. corporate group management: 20,000 euros for the directors on the audit • 21 February 2006: 73% • Louis Echelard, Director • Camille Thiéry committee and/or the Appointments and (8 present and 3 absent) • Hervé Pinet, Director Philippe Amyot d’Inville passed away in June of • Gérard Bécue Remuneration Committee (Gérard Bécue, Paul • 18 May 2006 at 8:30 am: 80% • François-Régis Hutin, Director 2006, prior to the completion of his mandate. • Henri Tracou Museux, Camille Thiéry, Louis Echelard and (8 present and 2 absent) • Camille Thiéry, Director There are 3 members with management Philippe Léoni). Thus, the total amount of • 18 May 2006 at 10:30 am: 83% b) Selection of the Directors directors' fees that were allocated to the (10 present and 2 absent) Following the resignation on 31 October 2005 of functions out of the total 11, or 27% of the The Directors are selected for their experience in Directors who served in their positions for the • 7 September 2006: 91% Laurent Tournon from all his functions at Spir members: the press and business world and for their year 2006 shall be 160,000 euros. (10 present and 1 absent) Organisation Communication, including his functions as
20 Spir Annual Report 2006 Spir Annual Report 2006 21 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 2. An Investment and Acquisitions remuneration of the company officers and of the f) The members of the Board of Directors Committee, consisting of six members: senior managers of the Group, including benefits have an obligation of discretion and • Philippe Léoni as regards pensions and benefits of any kind, confidentiality concerning all the information • Paul Museux and it must draft a report thereon that it presents provided. Corporate • Hervé Pinet to the Board of Directors. • Patrick Schuster (Secretary General) The criteria used for the compensations include • Camille Thiéry a fixed portion (seniority, position held, and • Louis Echelard change in responsibilities according to growth of the subsidiary) and a variable portion governance It determines the overall investment strategies of (performance criteria for the subsidiary under the company. responsibility, etc.). It is responsible for supervising the research and survey work, for deciding on the relevance (or For the Chairman and Chief Executive, the not) of an investment and for the proper following criteria have been selected: coordination of the implementation of the • Variation in consolidated sales between the • 7 December 2006: 100% assets, contributions in kind, acquisition of The Audit Committee has the following missions: validated project. current year and the previous year (11 present) shareholdings, etc.) • Inspection of the quality of the accounting • Variation in group's net income between the • surveys of competition and of the press in standards adopted by the Group. Ensures their Its scope of intervention includes any financial current year and the previous year b2) Attendance rate per Director: general, discussions about group's Internet relevance and their consistency and ensures investment (company shareholding, businesses) Philippe Léoni 100% strategies and position their evolution in accordance with new which must be presented to the Committee for For the group's Chief Executive, the following Philippe Amyot d’Inville 0% • investment choices and their financing recommendations. validation, whatever its amount, and any criteria have been selected: (3 absences) (up to June 2006) • study of guarantees provided for subsidiaries • Inspection of the settlements of all the half- physical investment that must be presented to • Target figures for consolidated sales based on Gérard Bécue 100% • human resources policies to be implemented yearly and annual parent company and the Committee for validation if its overall value a budget that is determined and validated by Francis Cartoux 100% (ex.: agreements signed, stock plans, etc.) consolidated financial statements. exceeds 300,000 euros. the board of directors at the beginning of the Louis Echelard 100% • discussions about environmental contributions • Inspection of the preparation of the budgets year (beginning on 18 May 2006 at 10:30 am) • group communication and of the provisional accounts. The Investment and Acquisitions committee met • Target figures for operating income based on a François-Régis Hutin 100% •Inspection and implementation of IFRS 4 times in 2006, including one meeting via email, budget that is determined and validated by the François-Xavier Hutin 40% (3 absences) d) Work Methods of Board standards. with all members present on the following dates: board of directors at the beginning of the year Paul Museux 80% (1 absence) Each dossier is prepared internally under the • Inspection of the quality of the company’s • Week of 20 February 2006: Study of Internet For the chief executives of the subsidiaries, the Hervé Pinet 100% supervision of the concerned project manager. The internal control and risk management project following criteria are used: (beginning on 18 May 2006 at 10:30 am) dossier produced must be provided to the other systems. •21 April 2006: Study of addressed mail • Target figures for sales based on a budget Francis Teitgen 0% Directors 15 days prior to the meeting of the Board • Proper organisation of Auditor assignments (by distribution project for Adrexo determined together with the group's General (1 absence) (up to 31 March 2006) of Directors at which its relevance will be giving an opinion about the choice of Auditors, • 12 July 2006: Study of acquisition project for Management Philippe Toulemonde 100% discussed. After the discussion, the Board of their scope of investigation, their fees, etc.) Concept Multimedia • Target figures for operating income based on a Camille Thiéry 100% Directors votes. The position adopted is recorded in and strengthening of relations with the Study of acquisition project for Adrexo budget determined together with the group's Henri Tracou 100% the minutes of the meeting of the Board of Directors Auditors. • 30 August 2006: Study of acquisition project General Management that is sent to all the members of said Board. for Adrexo and deployment in Hungary and • Targets for customer payment schedule ratio, c) The main areas of discussion of the Board The Committee met three times in 2006: Austria for Concept Multimédia determined together with group's General of Directors are the following: e) Three Active Committees within the Board • On 15 February 2006 with all members in Management • resignations and nominations of members of of Directors attendance (except Paul Museux) 3. An Appointments and Remuneration Board of Directors • On 6 July 2006 in a conference call with all Committee, consisting of five members: The Committee also intervenes in the • the monitoring of the results of the Group and 1. An Audit Committee, consisting of five members present (Philippe Léoni, Paul • Philippe Léoni (except for himself) preparation of the future appointments to the of each activity as well as the validation and members: Museux, Gérard Bécue, Camille Thiéry and • Paul Museux management bodies (succession plan for the monitoring of the forecast budgets • Philippe Léoni Louis Echelard) • Gérard Bécue company officers, selection of the new Directors, • strategic decisions concerning operations and • Paul Museux • On 30 August 2006 with all members present • Camille Thiéry etc). development for each activity (acquisitions, • Gérard Bécue (Philippe Léoni, Paul Museux, Gérard Bécue, • Louis Echelard The Appointments and Remuneration Committee partnerships, etc.) • Camille Thiéry Camille Thiéry and Louis Echelard) met one time, on 7 December 2006, will all • internal restructuring (partial contribution of • Louis Echelard Organisation Its mission is to examine and assess the members in attendance.
22 Spir Annual Report 2006 Spir Annual Report 2006 23 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Financial Data
Key figures 26 Shareholdings and share price 30
24 Spir Annual Report 2006 Spir Annual Report 2006 25 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Key Sales Operating income Operating margin rate Net income (Group share) figures (In € million) (In € million) (In %) (In € million)
600 588.5 568.7 90 20 60 83.3 55 80 80 77.5 52.8 505.9 16.5 50.9 500 50 49.5 70 15 14.1 45 410.0 13.2 400 60 12.5 40 51.4 35 50 30.8 300 10 30 40 25
200 30 20
5 15 20 100 10 10 5
0 0 0 0 2003* 2004 ** 2005 ** 2006 ** 2003* 2004 ** 2005 ** 2006 ** 2003* 2004 ** 2005 ** 2006 ** 2003* (1) 2004** 2005 ** 2006 ** € 588.5 M € 77.5 M 13.2% € 52.8 M
Sales increased by 3.5% to 588.5 millions euros. Considerable pressure on pricing, reduced classified ad sales for free advertising newspapers, and The margin rate increased 6.6% to 52.8 million This increase of 19.8 millions euros was due lower margins following the implementation of a new collective bargaining agreement in effect as of euros, which represents high profitability at 9% mainly to the development of the group's growth July 1st, 2005 for the distribution of printed matter all had negative impacts on the operating margin, of sales. sectors: the Internet (pure player and Internet for which decreased to 77.5 million euros. The operating margin rate was 13.2%, which still represents other activities) was responsible for 9.2 million a good level of profitability. euros and the addressed mail activity for 4 million euros. In four years, sales have increased by more than 38%. Financial data * French standards ** IFRS standards (1) 2003: before amortisement of goodwill
26 Spir Annual Report 2006 Spir Annual Report 2006 27 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Key figures Income per share (Group share) Cash Flow Investments Financial structure Debt Permanent Employees (In euros) generated by operations – excluding taxes (In € million) (on 31/12/06 after allocation of net income) Excluding employee profit sharing 2004, 2005 and 2006: calculated for 6,245,411 shares (In € million) (In € million) 2003: calculated for 5,992,823 shares and prior to amortisement of goodwill
9 80 70 50 4500 8.45 74.3 Assets Liabilities 46.7 4,124 8.15 63.7 4,100 8 7.92 69.0 69.3 4000 70 60 59.2 68% 53% 3,781 net assets group 3,561 shareholder 40 7 equity 3500 60 47.1 50 6 32.6 3000 50 30 29.0 40 5 5.14 2500 33.6 40 23.0 4 30 29.4 2001 20 30 39% 3 1% current 1500 others liabilities 20 20 31% 2 cash 1000 10 10 1 10 8% 500 debt 0 0 0 0 0 2003* 2004 ** 2005 ** 2006 ** 2003* 2004 ** 2005 ** 2006 ** 2003* 2004 ** 2005 ** 2006 ** 2003* 2004 * 2005 ** 2006 ** 2003 2004 2005 2006 € 8.45 € 69.3 M € 63.7 M 8% € 46.7 M 4,124 of debt employees
With the number of shares remaining stable from Considerable cash flow was generated by the With € 63.7 million in investments, 2006 was Despite the significant amount of investments, Excluding available cash flow (€ 9 million), the At sites in 6 European countries (France, 2005 to 2006, the net income per share followed activity for a total € 69.3 million, which is nearly once again a record year. The Spir Communication the financial structure remains solid: the net debt totaled € 46.7 million. Such a small Belgium, the Netherlands, Switzerland, the the same trend as the net per Group share, 1.5 times greater than the gross debt. Group invested in Southwest France, where it debt after distribution of dividends remains low amount means that the Group can exploit its Czech Republic and Hungary), the Group increasing by 6.6%. The cash flow generated by the activity means obtained a 65% shareholding in the distribution and places no burden on borrowing capacity. significant borrowing capacities for future employs 4,124 permanent employees. An that the Group can easily finance its company Adrexo Sud-Ouest and 25% of the free development. additional 22,671 salaried distributors and development projects. advertising publisher S3G Com. couriers (in France only) should be added to this The Group is also completing its investment total. program for industrial printing equipment in order to improve the quality of its publications. Financial data * French standards ** IFRS standards
28 Spir Annual Report 2006 Spir Annual Report 2006 29 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Movement of the share price compared with the SBF 120 (in euros)
150
145 Shareholdings 140 135
130
125 and share price 120 115
110
105 November December January February March Apr l May June July August September October November December 2005 2005 2006 2006 2006 2006 2006 2006 2006 2006 2006 2006 2006 2006
Spir Communication SA SBF 120 (FR) Composition of shareholdings on 31 December 2006 Stock market data
Number of shares % of capital Voting % of voting 2006 2005 2004 2003 held 31/12/2006 rights rights 31/12/2006 Share price on 31 December 116 123.9 144.3 73.5 PREPART SCS 3,390,967 54.3% 3,390,967 51.4% Number of shares held, 31 December 6,245,411 6,245,411 6,245,411 5,992,823 SOFIOUEST SA 662,348 10.6% 1,119,847 17.0% Stock market capitalisation in € M 724 774 901 440 TOTAL OUEST France 4,053,315 64.9% 4,510,814 68.4% Net dividend per share in € 5553.3 Treasury shares 104,178 1.7% Distribution ratio as %* 59.2 63.1 61.2 74.8 PUBLIC 2,087,918 33.4% 2,088,871 31.6% * The 2003 data is represented as per French standards, whereas the 2004, 2005 and 2006 data complies with IFRS. TOTAL 6,245,411 100.0% 6,599,685 100.0%
The subsidiaries controlled by Spir The breakdown of the shareholders among the Timetable of financial announcements for 2- Half-yearly financial announcements / Communication do not hold any shares in its public on 10 January 2007 was as follows: 2007-2008 SFAF presentation meetings: share capital. By type: 1- Quarterly financial announcements: 2007 Half-yearly results The Group’s employees hold less than 1% of the Institutional 1.9% Thursday 26 July 2007 share capital through a company savings Individual 98.1% Sales 1st quarter 2007 scheme. Wednesday 25 April 2007 2007 Annual results The controlling group, namely Sofiouest and its By geographic location: Wednesday 20 February 2008 subsidiary Prépart, hold 64.9% of the capital and France 94.7% Sales 2nd quarter 2007 68.4% of the voting rights. Foreign 5.3% Thursday 26 July 2007 The Spir Communication Group is listed on the Eurolist (B), is part of the CAC IT, CAC Mid, CAC The share of the public in the capital of Spir Sales 3rd quarter 2007 Mid 100, Midcac, Next 150, and SBF 120 Communication represented 33.4% on 31 Wednesday 24 October 2007 indexes, and is eligible for SRD. December 2006. Sales 4th quarter 2007 Wednesday 23 January 2008 Financial data
30 Spir Annual Report 2006 Spir Annual Report 2006 31 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Presentation of activities
Chief executive's statement 34 Breakdown of centers of activity 36 Overview of subsidiaries 38 Free advertising publications 40 Specialised real estate publications 44 Printing 48 Internet 52 Distribution of printed matter 54 Free daily news press 58 Administration – Group finances 60
32 Spir Annual Report 2006 Spir Annual Report 2006 33 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Chief executive's statement
Two complementary centers of activity in terms SOLID FOUNDATIONS € of sales (base of 588.5 M) Over the years, the Spir Communication Group 58.2% Media (€ 342.5 M) (1) has continued to develop and reinforce its presence at the local level in the 41.8% Non-media (€ 246 M) (2) communications market to provide neighborhood services to all its customers - In addition to our technical investments dynamic, as well as a new source of revenue for have many wonderful new territories to conquer whether they be professionals or private (information technology, pre-press, printing, etc.) Spir Communication. In 2007 the Internet will in 2007 and over the years to come. Two centers of activity contributing to current individuals – in its traditional free press and and our commercial and marketing investments already represent approximately 10% of the distribution of printed matter activities. € (new layouts, geo-marketing initiatives, extranet activities in our Media sector. Hervé Pinet operating income (base of 69.2 M) customers, creation of nation-wide offer, call 67.6% Media (€ 46.8 M) or 13.2% Spir Communication can now boast of more than centers, etc.) in our subsidiaries, two major areas THECHALLENGESOFADDRESSEDMAIL 600 locations in France and other European for change have taken on more importance than DISTRIBUTION (1) of current operating margin countries through its brand names Top annonces all the other areas to prepare and insure our and LOGIC-IMMO for free advertising and real future success: Adrexo has changed the dimensions of its rate estate publications, and Adrexo for its activities. Profiting from its rise over the last few distribution activities. 32.4% Non-media (€ 22.4 M) or THE EMERGENCE OF BI-MEDIA years to its current position as co-leader in France in the distribution of advertising leaflets, 8.4% (2) of current operating Thanks to their firm footing and high number of The rapid growth of the Internet is characterised Adrexo is now ready to take on the postal local, regional and national customers, these by new “pure player” activities and by the distribution market. This is both a new challenge margin rate activities offer a solid base so we can seize on emergence of commercial offers that are more and a fantastic new opportunity for Spir any possible opportunities in current and future and more “bi-media”: paper + Internet. These Communication, as a new market representing communication developments. new offers are targeting all types of customers, billions of euros now opens to private (1) calculated based on total “Media” sales of € 354,5 M (2) calculated based on total “Non-media” sales of € 267.7 M whether they be professionals or private competition. 2006: WORK IN PROGRESS individuals, in all sectors: real estate, automobile, employment, classifieds, etc. NEW TERRITORIES TO CONQUER The year 2006 saw a great deal of success in The new offers developed on the Internet are certain areas and some difficulties as well, as extremely pertinent and perfectly in step with It is clear to see that, thanks to the solid positions our market becomes more and more complex current communication needs. These that the teams at Spir Communication currently with many new players. Significant changes advantages mean that the web has become a occupy and the privileged relationships they took place in each of our activities. means of making paper-based offers more have developed with their customers, they still
34 Spir Annual Report 2006 Spir Annual Report 2006 35 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Breakdown of centres of activity
Breakdown of Sales Breakdown of Sales by Centre of Activity Breakdown of Sales by Category Breakdown of Current Operating (In € million) (In € million) (In € million) Income (In € million) Traditional Activities Growth Sectors
€ 588.5 M € € 342.5 M 246.0 M € 549.9 M € 38.6 M € 69.2 M + 3.5% 58.2% 41.8%
Media Media Non-media Print Activities Internet Activities Media
€ 342.5 M 58.2% > Print Activities > Non-addressed Print Activity € 320.4 M+ 0.7% € 22.1 M+ 67.4% € 46.8 M 67.6% € 320.4 M +0.7% € 229.5 M +2.0% > Print Activities > Print Activities > Internet Activities > Internet Activities > Addressed mail activity Non-addressed Addressed Mail Activity > Internet Activities € 22.1 M +67.4% € 16.5 M +32.0% Print Activity € 16.5 M+ 32.0% € 229.5 M+ 2.0% Non-media Non-media € € 246.0 M 41.8% 22.4 M 32.4% > Non-addressed Print Activity > Non-addressed Print Activity > Addressed Mail Activity > Addressed Mail Activity Presentation of activities
36 Spir Annual Report 2006 Spir Annual Report 2006 37 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Overview of subsidiaries
37.4 % of Group sales 14.5 % of Group sales 5.3 % of Group sales 1% of Group sales 41.8 % of Group sales 220.4 € M in sales 85.2 € M of sales 31.1 € M in external sales 5.8 € M in sales 246.0 € M in sales (Note: € 134.8 M of total sales) 18.2 € M of current operating income 12.5 € M of current operating income 1.3 € M of current operating income 22.4 € M of current operating income (8.3% of sales*) (14.7% of sales) 14.8 € M of current operating income (22.4% of sales) (8.4% of sales*) (11.0% of sales*) 155 Top annonces newspapers in 76 real estate magazines in Europe 1 automobile web portal 284 distribution centres and relays metropolitan France 5 Printing plants in caradisiac.com in Metropolitan France 3.3 million monthly readers in France (1) (1) Metropolitan France 14.3 million weekly copies (1) 1.2 million individual visitors per month 24.7 million identified and qualified 8 million monthly copies in Europe (1) (2) 14 Pre-press sites in on average in 2006 letter boxes 12.9 million regular readers Metropolitan France No.1 publisher of real estate 5.8 million visits per month on average 7.7 billion non-addressed documents 1 general-interest web portal magazines in Europe 16 Million newspapers, 1 million in 2006 (2) distributed annually (1) topannonces.fr specialised magazines and 6 million 2 reference real-estate sites (1) advertising catalogues printed on 104,300 on-line ads per month on average 25 million addressed documents individual monthly visitors (logic-immo.com and lux-residence.com) (3) 592,800 (1) in 2006 distributed in 2006 on average in 2006 (3) average every week 462,900 individual monthly visitors No.1 French automobile web portal 1,451 permanent employees 2 million average monthly on average in 2006 (2) No.1 French printer for the regional visits in 2006 (4) weekly press 52 permanent employees 22,671 salaried distributors and couriers 1.2 million monthly visits 332,500 on-line monthly ads on average in 2006 (3) 724 Permanent employees on average in 2006 (5) 247,000 on-line ads per month 4 editions of A NOUS city magazine on average in 2006 (4) (Lille / Lyons / Marseilles - Aix-en-Provence / Nice – French Riviera) 483 permanent employees (including 132 outside of France) 1,414 permanent employees
(1) Source: Régicom - (2) read our newspapers at least 2 or 3 times per month – Source: Régicom / CSA study, 2005 - (3) Source: Nielsen Netratings - (4) Source: Xiti - (5) Internal (1) Source: TGI study - January 2007 (1) Source: Imprimeries PS Presentation of activities source * Current operating margin rate calculated based on total sales, equaling € 220.4 M (2) Source: Nielsen Netratings - (3) Source: Xiti - (4) Internal source * Operating income margin rate, calculated using total external sales, for € 134.8 M (1) Source: Nielsen Netratings - (2) Source: Xiti - (3) Internal source (1) Source: Adrexo
38 Spir Annual Report 2006 Spir Annual Report 2006 39 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Free advertising publications
Year after year,the free Strengthened these past few years by strong web development, it now provides a true "bi-media" advertising press communication offer that is one of the most effective ways to exchange information about goods and continues to services between professionals or private individuals. Top annonces includes 155 free weekly demonstrate its newspapers that are distributed to mailboxes and drop-off points throughout the country, and also an exceptional vitality. Internet site. The nation-wide Top annonces network proposes a wide range of advertisements and classified ads for real estate, automobiles, motorcycles, boats, special sales, services, vacations, employment, animals and personals. It is a true economic and social hub for today's consumers who are looking for good deals. The free advertising press market is undergoing important changes, which means that our newspapers and our Internet functions must evolve constantly so that we can target as precisely as possible the ever-changing expectations and tastes of our “print” and “web” audiences.
Contribution to the Group (In € million) 2005 2006 Variation Sales 227.3 220.4 -3.0% “Print” 219.7 211.6 -3.7% “web” 7.6 8.8 +15.8% Current operating income 29.7 18.3 -38.6% Operating income margin* 13.1% 8.3% -4.8 pts Permanent employees 1,396 1,414 -
Presentation of activities * calculated as % of total external sales, or € 227.3 M in 2005 and € 220.4 M in 2006
40 Spir Annual Report 2006 Spir Annual Report 2006 41 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Free advertising publications Zapping
> January 2006 > February 2006 > March 2006 > November 2006 > January 2007 > January 2007 Development of A NOUS (in regions) Acquisition of 100% of Média Pic Merging with S3G Group Nation-wide offer of TOPIMPACT New “print” format for Top annonces New “web” formula for the site newspaper topannonces.fr and the Happy Prix function In early 2006, Spir Communication and Roularta Spir Communication acquired 100% of the Spir Communication and S3G decided to unite In 2006, Régicom was instrumental in the creation began working together to develop a network of capital of Média Pic, which since 2000 had been their forces to consolidate the positions of two of of the company Régie Publicitaire Nationale, made In early 2007, Régicom proposed a new Top Topannonces.fr upgraded to a new version and four A NOUS editions in the French regions (Lille split into a 50/50 ownership with the EST their activities in the greater Southwest France up of several different free advertising newspaper annonces format to its readers to insure that the increased the added value of its classified / Lyons / Aix-Marseilles / Nice-French Riviera). REPUBLICAIN / DNA group. region: free advertising publications and the publishers. The goal was to group together the publication will remain a permanent and reliable advertisements following the launching of the The free magazine contains mainly editorials and The acquisition concerns eleven editions in distribution of printed matter. The merger will different editions to offer high-quality, nation-wide go-between for commercial actors and new print version of Top annonces. The site now is extremely in step with the latest trends. Such Northeastern France (Besançon, Pontarlier, Dole, create new dynamics within both companies via coverage to advertisers. The creation of the new reader/consumers in each city. The new format, offers Internet users new graphics, new user- a format is a perfect blend of proximity and Lons-le-Saunier, Nancy, Saverne, Strasbourg, the creation of two new entities, including S3G structure Nationale Grands Comptes makes it which took place at a time when the free friendly features, and a new set-up based on effectiveness, and targets young, energetic Haguenau, Colmar, Epinal and Saint Die) Com for free advertising publications. With this possible for all the major national advertisers and advertising newspaper market is undergoing nine main subject areas. consumers in tune with the latest trends and representing more than 1 million copies under merger, the two companies plan on penetrating media agencies to gain access to and reference all many changes, will help us to continue satisfying The site now also boasts a new function: an on- fashions. the Top annonces brand name, distributed by nation-wide advertising markets by creating an of the TOPIMPACT editions. The new structure the needs of readers and consumers in 2007. line newspaper. Internet users can now see an Adrexo and printed by Imprimeries IPS. offer made up of its leading titles and covering all also generates additional sales, and plans on electronic version of Top annonces on the site. of metropolitan France (the 43 editions of S3G becoming a true growth sector for the associated A new area has also been created: “Happy Prix”, together with the 7 editions of Spir companies. which has replaced the “Bonnes Affaires” Communication in the greater Southwestern section. Professionals and private individuals France region). can sell free of charge their CDs, video games, DVDs, audiovisual equipment, computers, and telephones. They only pay a small commission on any sales transactions that are completed. Presentation of activities
42 Spir Annual Report 2006 Spir Annual Report 2006 43 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Presentation of activities 44 Spir nulReport Annual 2006 publications estate Real magazine concept has nFranceEurope and in e naclear success a been h elestate real The nymre edr a rvd oflilterpooinladcommunication promotional and needs. their fulfill to provide can leaders market only solution global customers the our offer truly publications estate can real our that these of synergy free-of-charge The European true paying media,together dimension,means and search. a with their in possible as fairly efficiently and as renters and buyers accompany future to order possible professionals modern estate in most real and largest for showcase the offer to objective: single a to back traced be all supports “web” can “print” their and continuing of growth the together with emnn employees Permanent margin income Operating International France income Operating International France "Web” “Print” Sales (In Group the to Contribution € million) n nentsts hi ngig noaiepolicy innovative on-going, Their sites. Internet and specialized with magazines bi-media offer a provide also HELVETISSIMMO EERS&CHATEAUX & DEMEURES IMMO 51 traditionalsegments, our from properties with different market the all in present publicationsestate are the real Our of European countries. six results in present now network dynamic the by judging dtost oedsigihdhmswt our with distinguished homes more to editions aaie.Tera saepublications estate real The magazines. , Properties .%1.%+. pts +4.8 14.7% 9.9% 0520 Variation 2006 2005 LOGIC-IMMO 13 (0.4) (1.3) 461. +23.4% +23.1% 18.1 67.1 +18.1% +23.3% 14.6 77.7 54.5 85.2 65.8 69.1 4 483 447 . 29+59.3% +82.3% 12.9 12.5 +125.0% 8.1 6.8 7.5 3.3 LOGIC- and - - Spir nulReport Annual 2006 45
WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Real estate publications Zapping
> January 2006 > April 2006 > July 2006 > September 2006 > April 2007 > April 2007 New format of LOGIC-IMMO magazine A new real estate publication in Hungary A Specialized Work Team for the Web A Record-breaking Audience for New format for the logic-immo.com site LOGIC-IMMO and logic-immo.com on TV logic-immo.com and launching of logicimmoneuf.com and on-line LOGIC-IMMO launched a new format that is A new edition was born on 6 April 2006 in Beginning on July 1st, 2006, a new team joined more practical, more efficient, and easier to read Budapest, with a circulation of 70,000 copies Concept Multimédia: the Web Activities The upgraded version of the logic-immo.com Concept Multimédia has been innovating on the To make LOGIC-IMMO a more widely-recognized so that readers can find the real estate that distributed through a network of more than 200 Directorate. Its main goals are to provide a boost site, together with a dynamic communication web with a new format for its Internet site logic- brand name and to increase the audience of the interests them more quickly. Several new display stands. to our dynamic Internet functions and to plan (Google advertising campaign, ads on well- immo.com. Its new home page is more user- logic-immo.com Internet site, Concept features have been offered, including an editorial The magazine uses the same format as the accelerate the growth process for logic- known sites) have paid off; the site broke its friendly and more efficient, making it easier for Multimédia decided to launch a TV campaign at format called “Info immo”, a redesigned flagship edition of Concept Multimédia (LOGIC- immo.com. Based in Levallois-Perret, the audience record and the record for the number the users to find the real estate properties that the national level, comprised of 420 “camera magazine cover with a more distinctive catch IMMO) to take advantage of its effective layout. specialised team will oversee the day-to-day of pages viewed, with 16.4 million pages opened interest them. Along with a new graphics cafe” advertising spots. phrase: “simplifiez-vous l’immobilier”, as well At the same time, the ELADO-KIADO name, which operations and the development of the French in the month of September. This record has been charter, the site proposes new functions with an The campaign was accompanied by several as a self-promotion campaign for the Internet is better adapted to Hungarian, was also adopted. and international Internet sites, the marketing of beat on a regular basis ever since, especially optimised search engine, a greater emphasis on special promotional events as well: a campaign site and all its functions. new Internet solutions, and the proposal of new since the beginning of 2007, with 2.4 million practical real estate advice, free e-mail alerts, to sponsor TV shows, a version of the TV > May 2006 services and innovations to customers. visits and 21 million pages consulted per month improved virtual visits, free calls to agencies, the advertisements in the LOGIC-IMMO magazines Launching of the lux-residence.com (source: Xiti, January 2007). “smart click” feature on Google, newly packaged and in B to B media, a web campaign with a free Internet site offers adapted to customer needs, and much contest, and a mailing targeting 100% of real more. A new site specialised in new real estate estate agents and highlighting our exclusive Concept Multimédia created a new Internet site constructions in France is also launched: offer. Many different ways of insuring we are for luxury real estate property intended for logicimmoneuf.com. being seen and read about by more than 140 Europe's wealthiest: lux-residence.com. This million contacts. innovative site makes it possible for both French and foreign Internet users to find the property of their dreams thanks to its map-based search features, its user-friendly functions, and its easy- to-understand graphics. The site also includes Presentation of activities real estate news and commentary.
46 Spir Annual Report 2006 Spir Annual Report 2006 47 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Printing
Printing is a vital link The five industrial plants of Imprimeries IPS are located in key locations throughout France so that in our graphics chain the Group can perform the final printing work with rotary presses and dryers as close as possible to the and a major part of distribution points for free advertising publications, real estate magazines, regional weeklies, and the Spir advertising leaflets for external customers. The impressive know-how of Imprimeries IPS in pre- Communication press, forwarding, routing, and logistics activities make it an unequalled player in the industry. It also Group. stands out thanks to its extremely modern equipment. Imprimeries IPS is a leader in the printing market for free advertising and press publications thanks to its avant-garde industrial investments and the tremendous amount of experience it has acquired after more than forty years in the business.
Contribution to the Group (In € million) 2005 2006 Variation External sales 32.5 31.1 -4.3% Current operating income 13.9 14.8 +6.2% Operating income margin* 10.8% 11.0% +0.2 pts Permanent employees 715 724 -
* calculated as % of total sales, or € 128.6 M in 2005 and € 134.8 M in 2006
Presentation of activities 48 Spir Annual Report 2006 Spir Annual Report 2006 49 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Printing Zapping
Locations
> 5 printing plants (Châteaurenard / Reyrieux / Fouilloy / Moncé-en-Belin / Bernay) > 14 pre-press sites
Primary “press” equipment and technical characteristics
10 rotary presses, of which: > 4 rotary presses: 3 Mainstream 80s (one 64-page and two 80-page quadri at 60,000 copies/hour) and 1 Goss SSC (20,000 copies/hour) > 2 combined rotary presses (press + working): 2 Universal 45s (40,000 copies/hour) > 4 working rotary presses: 2 M600 16-page matchable quadri, 1 Rotoman 50 (16 quadri pages) and 1 Rotoman 40 (32 quadri pages) > January–December 2006 > May 2006 > June 2006 > 1 router at each of the printing plants A Mainstream 80 at the Châteaurenard The “Imprim’Vert” seal received by the Additional quadri units for the plant Bernay plant Imprimeries IPS rotary presses
The Châteaurenard plant received a new The Imprimeries IPS plant in Bernay received on Imprimeries IPS increased its colour printing Mainstream 80 rotary press at the end of 2006. 9 May 2006 the Imprim’Vert seal for its capacities during the summer of 2006 when it With the new machine, which is 28 meters long, environmental-friendly programme that is based installed additional quadri units on the Moncé 12 meters wide and 10 meters high, the on the respect of three major criteria: the and Fouilloy rotary presses. The Universal rotary Châteaurenard plant will be able to significantly elimination of hazardous waste in compliance press in Moncé received two additional units and increase its four-color printing capacities and with regulations, the storage of hazardous can now handle 72-page quadri layouts. The produce 80-page four-colour newspapers at a liquids in retainers, and the replacement of toxic Fouilloy plant also added a new quadri unit to its speed of 70,000 copies an hour. Following the products with less dangerous ones. Mainstream 80 to increase its maximum layout construction work, which was completed at the Following in the Bernay plant's footsteps were from 64 to 80 quadri pages. end of 2006, and a fine-tuning period during the the Imprimeries IPS plants in Châteaurenard and first quarter of 2007, the new rotary press will be Moncé. The procedure was also initiated in early entering service at the end of the first half of 2007 in Fouilloy and Reyrieux. 2007. Presentation of activities
50 Spir Annual Report 2006 Spir Annual Report 2006 51 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Profile (consolidated Internet figures) Internet topannonces.fr, logic-immo.com, caradisiac.com, leboncoin.fr 3.7 % of Group sales 22.1 € M in total sales 6.4 € M of current operating income (28,9% of sales) 2.5 million individual visitors average monthly total in 2006(1) 10.5 million total visits per month on average in 2006(2) 778 100 total on-line ads per month on average in 2006(3) No.1 French Internet player in terms of audience and no. of ads on line
(1) Source: Nielsen Netratings - (2) Source: Xiti - (3) Internal source The Internet has Whether it be “pure player”, as for the sites caradisiac.com and leboncoin.fr, or sites that become a true complete newspapers and magazines as part of bi- media “print” + “web” offers, such as with the sites Zapping growth sector for topannonces.fr and logic-immo.com, the Internet has been slowly gaining ground and now occupies a Spir Communication. major part of the group's strategy. It allows Spir Communication to offer a truly global solution for > May 2006 > February 2007 Agreement with Schibsted to launch the Partnership with Schibsted for project to neighborhood communication needs to its various site leboncoin.fr create the market-leading Internet site for customers. Both the general-interest and specialised sites of the group automobile information and classified ads have all enjoyed significant increases in on-line advertising volume and in Encouraged by the success in France of 20 audience numbers, in particular for the number of individual visitors and Minutes, Spir Communication and Schibsted Spir Communication and Schibsted have decided viewed pages. Although the "100% web" era has not yet arrived, the decided to combine their efforts once again to to merge to create a market-leading site on the exponential growth of the Internet now means that the Spir Communication launch a site for selling second-hand products Internet for automobile information and Group has very bright development prospects in this sector. between private individuals: leboncoin.fr. The classified advertisements. Significant synergy is general-interest site contains more than 30 expected to be generated by both partners for different categories, and is based on a simple sales among professionals and private concept: a good deal can be found right next individuals, and also for advertising space on door, all you have to do is click on your region. their respective sites. For 2006, the new team, By launching this site, the Spir Communication which will be equally owned by both companies, Group now offers a more complete range of web generated pro-forma sales of approximately 42 million euros. The scheduled merger could Contribution to the Group (consolidated Internet figures*) activities. become effective as early as June 2007, as soon (In € million) 2005 2006 as Spir Communication and Schibsted obtain the Sales 13.2 22.1 authorisation of the DGCCRF. Current operating income 3.0 6.4 Operating income margin 22.7% 28.9%
*(topannonces.fr, logic-immo.com, caradisiac.com)
Presentation of activities 52 Spir Annual Report 2006 Spir Rapport annuel 2006 53 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Distribution of printed matter
The primary mission of The Adrexo distributors and couriers carry out this mission each day while consistently maintaining high levels of the printed matter quality. They are helped by a nation-wide network that never ceases to increase its know-how thanks to distribution activity is to geomarketing tools, statistics and cartography. To target the consumers that are most interested by the advertisers' bring the selling points, offers, Adrexo makes it possible for its customers to target their offer for certain types of properties: council housing, the brand names and the residences, villas, shops, etc. The implementation of tested logistics means that traceability is insured for each institutions closer and document from the printing plant all the way through to the consumer. Regular inventorying, continuous qualifying closer to consumers. procedures, and complete logistical control over a distribution network that now reaches nearly 25 million mailboxes mean that Adrexo now has truly earned the status of an alternate private postal solution in a market that is expected to be opened up to private competition in 2009. Based on its experience as a distribution network for non-addressed printed matter since 1979 and a national authorisation for postal distribution received in June 2006, Adrexo is now actively pursuing the deployment of its addressed mail network Adrexo Mail.
Contribution to the Group (In € million) 2005 2006 Variation Sales 237.5 246.0 +3.6% Non-addressed printed matter 225.0 229.5 +2.0% Distribution of addressed mail 12.5 16.5 +32.0% Current operating income 33.1 22.4 -32.2% Operating income margin* 12.8% 8.4% -4.4 pts Permanent employees 1,514 1,451 - Salaried distributors and couriers 25,000 22,671 -
* calculated as % of total external sales, or € 258.8 M in 2005 and € 267.7 M in 2006
Presentation of activities 54 Spir Annual Report 2006 Spir Annual Report 2006 55 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Distribution of printed matter Zapping
> February 2006 > March 2006 > June 2006 > September 2006 > November 2006 Frédéric Pons, new Chief Executive at Merger with S3G Group (Adrexo Sud- First national authorisation Adrexo Mail is tested in the Hauts-de- Acquisition of Distrihome, private Adrexo Ouest) obtained Seine operator on the domestic market for home package delivery Frédéric Pons was named Chief Executive of Spir Communication and S3G agreed to unite The members of the ARCEP (Autorité de After having obtained its national postal license Adrexo in February 2006, after having spent five their forces to consolidate the positions of two of Régulation des Communications Electroniques et in June of 2006, the addressed mail market was To strengthen its offer in the addressed mail years as Chief Executive of Ducros-McCormick their distribution activities in the greater des Postes) granted to Adrexo on 13 June the partially opened up to Adrexo, whose goal is to distribution sector, Adrexo acquired a company and eleven years occupying different positions in Southwest France region. The merger means first national authorisation for the postal become the first private postal operator on the that is specialised in the distribution of the Commercial and Marketing Directorate of the that both groups have been able to give a boost distribution of correspondence outside a French market. The Adrexo Mail services were addressed packages: Distrihome (leading Masterfoods Group. As head of Adrexo, his to their activities by creating the company monopoly. This official authorisation is an then implemented to offer companies a reliable, private operator for addressed packages, mission is to insure that steady growth continues Adrexo Sud-Ouest. The new company, important step for Adrexo's strategic flexible, and cost-effective alternative for any subsidiary of the group Yves Rocher, with 15% at the company, which has become the no. 1 comprised of 36 Adrexo centres and 29 Kicible development in the addressed mail segment via letter weighing more than 50 grams up through market share). This merger will accelerate the private operator in the French postal market (free centres, has at its disposal a powerful regional the development of its Adrexo Mail offer. January 2009. Before deploying Adrexo Mail deployment of Adrexo in the addressed mail newspapers, non-addressed printed matter, network that will allow Adrexo to strengthen its throughout France, an initial test was carried out distribution market, and help validate its new letters and packages). offer nation-wide by offering even more in the Hauts-de-Seine department (the most alternative offer to the two main postal activities pertinent solutions to regional and national densely populated French department after (packages and letters). A great deal of technical advertisers. Paris). The test was successfully validated in and commercial synergy is expected between early 2007, and Adrexo Mail has now deployed the Adrexo Mail and Adrexo Distrihome offers. its activities in the major French metropolitan areas as it expectantly awaits the total opening of the market on January the 1st 2009. Presentation of activities
56 Spir Annual Report 2006 Spir Annual Report 2006 57 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Profile 43.1 € M in sales Free daily 8 issues of 20 minutes in metropolitan France (Paris / Lille / Lyons / Marseilles / Toulouse / Bordeaux / Nantes / Strasbourg) 870,000 daily copies in Metropolitan France(1) No.1 general-interest daily newspaper news press 2,160,000 daily readers(2) (1) Distribution controlled by the OJD (870,810 copies in December 2006) (2) TNS Epiq 2006, LNM, 15 or older
A true the free daily news press has experienced particularly dynamic growth in terms of audience and new media. Shareholdings “phenomenon” in Based on a highly innovative concept, this new media 50% Schibsted AG quickly caught on with a young, urban, high-consumer 25% Sofiouest Group media circles since public that may or may not normally read daily press publications. Its format, layouts, listings and of course its 25% Spir Communication Group 2002, distribution methods and locations have all contributed to the success of this new daily meeting place for city dwellers. The daily 20 minutes, which is a reference in Zapping the sector, strengthened its position in 2006, with 870,000 copies distributed each day(1) in 8 editions. It has become the no.1 general-interest daily press publication in France, with 2,160,000 readers(2). Its impressive ranking never ceases to attract new advertisers… > May 2006 > September 2006
(1) Distribution controlled by the OJD (870,810 copies in December 2006) 20 minutes consolidates its dynamic growth and To insure more complete coverage of its (2) TNS Epiq 2006, LNM, 15 or older continues with its strategy for editorial audience, 20 minutes increased its distribution diversification on the Internet with the launching by 8% to reach 870,000 copies for its 8 editions. of a new version of 20minutes.fr. With an emphasis on interactive features and continuous updates of breaking news, the new version means that the editorial staff can offer many different angles on news events that complete the newspaper's offer. The site includes video pieces on current trends, blogs by journalists and readers, photo presentations, etc.
Presentation of activities 58 Spir Annual Report 2006 Spir Annual Report 2006 59 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Administration - Group Finances Zapping Administration - is one of the core activities of the Spir Communication Group. It comprises all of the support functions of the group and includes seven areas of expertise: Purchasing > Juily 2006 > 2006 Finances, as Accompanying the Group & General Services, Communication, Human Resources Launching of Spirnet, the Group's Intranet as it grows represented by Development, Management-Finance, Legal Dept., IT Systems, and Personnel & Social Affairs. Administration The creation of an Intranet network was a result All the CIP directorates actively assist the Group – Finances makes an active contribution to group growth the Centre of the group's strategy to adapt its work tools to in its external growth operations: acquisition of and accompanies the operational activities in the its professional activities, which are changing Distrihome, creations of Adrexo Sud-Ouest, development of their products and services. In its d’Informatique et de and modernising faster than ever. Editions Aixoises Multimédia (leboncoin.fr), and support role, Administration – Finances insures a certain Spirnet offers the group's staff a single point of in internal growth operations as well such as the capacity for adaptation to the group's strategic plans, and Prospectives (CIP), access to all the data, tools and information that launching of Adrexo Mail. acts as the ideal relay for sharing interdisciplinary know- they need for their day-to-day work. This how for the implementation of major projects. The free interdisciplinary tool is a very strategic element advertising press, real estate publications, printing, Internet and distribution for the Group, as it enhances the operations and activities can thus develop their activities while at the same time respecting all activities that take place amongst the legal, economic, financial, and social environments, which are constantly evolving. subsidiaries: circulation of information, And let's not forget recruitment, internal mobility, and training for a wide range of exchanges, transparency of information and employees, as well as the internal and external media and communications rapid response times. concerning the performances of the group and its subsidiaries, and communications with the financial community.
Presentation of activities 60 Spir Annual Report 2006 Spir Annual Report 2006 61 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Sustainable development
Corporate values 64 Company responsibilities 66 Social responsibilities 67 Environmental responsibilities 69 Indicators 71
62 Spir Annual Report 2006 Spir Annual Report 2006 63 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Corporate values
The convictions, commitments and experience of > Solidarity Spir Communication to insure the sustainable “We often talk about human resources, priorities, development of its activities have resulted over Available, capable of listening, constantly receptive to co-workers, team spirit, sharing in success and the years in the emergence of strong, enduring difficulties, respect and assistance… corporate values. Today, the group's employees goals…These are all important elements of course, do much more than just adhere to a Charter. > Professionnalism Regardless of their generation or their seniority, all our staff members respect fundamental Highly skilled, capable of analysing and anticipating, rapidly and effectively finding solutions, but what is most important of all is that Spir principles in their daily work that insure proper expertise, satisfaction and follow-up to serve our customers… business practices, ethics, integrity and transparency. By sharing these common > Commitment principles and values and transmitting them to Communication truly is a unique group. Unique others on a daily basis, Spir Communication Commitment, desire to out-do one's self, taking action and always striving for personal and collective works actively to continue development while success… insuring respect for others, equal opportunity, because it has what I consider to be the long- and good citizenship. > Responsability
Foresight, assistance, organisation, performance evaluation, raising doubts, humility, determination standing key to success: a soul, which is embodied and rigorousness…
Working together to succeed in sustainable development means insuring development that is by our corporate culture, our values, and our respectful of current regulations and contexts, and that takes into account social, societal, and environmental concerns of the future. These are the goals of our men and women, based on solidarity, professionalism, commitment and responsibility. actions.”
Philippe Léoni – Spirit II Seminar – March 2006 Sustainable development
64 Spir Annual Report 2006 Spir Annual Report 2006 65 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Company Social responsibilities responsibilities
By providing the greatest possible audience The main goal of the organization is to improve the Like any company, Spir Communication has, from the has also implemented an inter-disciplinary pension Attracting new talent, making it a part of the team, with access to information that is free of health of the people of Mali through effective and very start, been in the business of producing value for fund for all management staff. An “Individual Social providing training, detecting areas with high charge and thus equitable, and by facilitating pragmatic actions. The volunteers, working together its customers, both professional and private, through Analysis” establishes the annual details of the social potential, assisting each team member in the promotion and exchange of goods, Spir with local contacts, monitor and maintain supply its complementary and integrated businesses. Each benefits of every employee in the company: the rights professional growth, anticipating new needs - these Communication has actively developed chains, thus insuring that the appropriate medical year, the group strives to combine profitable growth he or she has acquired, overall pay, employee are the missions that help insure the effective and socially-aware activities. At the same time, personnel receive supplies for local use and that none with sustainable development. benefits, etc. long-lasting development of human resources. the group contributes to the dynamic of the medical supplies are stolen. 100% of the funds development of employment in each region are used for humanitarian actions, as the operating The main objective of Spir's social policies has been to Spir Communication is firmly convinced that human where it is present. costs of the organization are funded by volunteers. reconcile the group's economic performances with the beings are the most important asset of any company, well being of its employees. This balance is based on and has made human resources the focal point of its With establishments varied both in the nature of the fairness and social coherency. Spir Communication development strategy through dynamic, ambitious, businesses and services provided and in the size and has made the proper integration of its employees a and active policies. The Spir Communication Group is workforce of each site, the Group is a major economic prerequisite, essential for them to be conscious of firmly committed to attracting and motivating new player at the local level in terms of employment and their worth and to grow with the company. talents in order to gain their faithfulness and help financial revenues for local communities. them realize their full potential. To do so, the group An On-going Dialogue implements and clearly defines responsibilities, Through its activities, the Group positions itself as a Many times, the group has proven to be a ground insures adapted remuneration, and offers truly powerful social link in the free circulation of breaker in labour agreements, as was illustrated by Fair pay and shared wealth opportunities for internal mobility. economic and commercial news, providing every the signing of an agreement that was a precursor to The salary policy of Spir Communication is part of an citizen with the same references in terms of the work in the Printing Division, and which conferred an overall framework defined at the group level. Recruiting to attract the best talent evolution of products, services and prices. official status on the employees of Imprimeries IPS. To accompany the creation of profit centres and the In order to guarantee fairness within the Group, Spir increased growth of its activities, Spir Communication …and firmly committed to humanitarian causes Social Benefits Communication has established measures has adopted a dynamic communications policy. It is Spir Communication is very involved in labour encouraging the sharing of wealth. This sharing based on advertisements placed in the group's free As part of its sustainable development activities, the protection as it offers a first-class providence contract involves first of all a Company Savings Plan (“Plan newspapers and Internet sites, cooptation, external group was active in humanitarian causes and made a to all of its employees. Each employee also benefits d’Epargne Entreprise”) which offers every employee Internet employment sites, and the participation in job donation in early 2005 to the French Red Cross from a mutual insurance policy, 57% of which is the possibility of saving individually with an additional fairs. Cooptation has become the leading source of following the tsunami that struck Asia on 26 financed by the company. Following an audit amount paid by the company, allowing them to profit recruitment with 138 new positions filled by this December 2004. More recently, Spir Communication completed in 2006, all the group's social services from major financial and tax benefits. method in 2006, including 113 for sales and made the decision to provide financial assistance to were renegotiated with a two-fold objective: improve Employees can also take advantage of profit sharing, management positions. These figures confirm the the Association pour l’Assistance & social coverage while at the same time reducing and the scope of this programme was widened in success of cooptation, but also demonstrate the l’Approvisionnement Médical au Mali, whose goodwill costs. As for retirement issues, along with a common June 2006 to Caradisiac, Procar and Adrexo Sud- confidence that these employees have in the ambassador is the former football player Jean Tigana. framework for all the employee categories, the group Ouest. performance and the future of their company. Sustainable development
66 Spir Annual Report 2006 Spir Annual Report 2006 67 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 The Internet site spir.fr plays an important processes that take into consideration skills and Spir Communication to enhance the internal skills base communication role in this type of recruitment, as it know-how. It is very important that each employee's and also to foster true mobility within the group, which includes a dedicated space for employment career management be an objective, non- is enriching for individuals and for the collective whole. candidates. discriminatory process that encourages the The Spir Communication Group has also development of our employees through continuous Environmental demonstrated a firm commitment to working closely training. All of the group's managers have received with its partners in the field by increasing the number training in recruitment techniques by the Development of interviews conducted in agencies, and by Directorate of Human Resources, and have been participating in fairs at universities and in recruitment informed of the laws concerning non-discrimination in events with the APEC (French association for the employment opportunities. Further proof of our A true training campus right at our company Responsibilities employment of management-level personnel). And the commitments in this area was offered by the HALDE, Training truly is a strategic factor to maintain and Group goes beyond simple geographical the French authority for equal opportunity and the improve individual skill levels, the sum of which considerations; a partnership has been signed with prevention of discrimination, which cites Spir in its constitutes the overall strength of the Group. the Euromed Marseille Management School to 2005 report for the implementation of the "Spir Launched in September 2005, Spir University now improve the sales, negotiation, and sales team Communication Management School, a tool for groups together all the professional training programs, The group is particularly sensitive to environmental plates, waste ink, cloths soaked with solvents and ink registers. Any waste injected in the sewage system is management professions, and also to attract potential training and spreading awareness of management and also managerial training based on specially- responsibility issues, and is also involved in risk for cleaning the machines, toner cartridges of the pre- analyzed on a regular basis, and the effluents resulting talent. activities. The management school is a means of adapted advanced training modules. The vocation of evaluation because of its industrial printing press and office equipment, etc. All these elements from the frequent ground washing are systematically encouraging all promising sales personnel to undergo this in-house training campus, whose teaching staff is activities and the high amount of paper consumed are collected and then recycled to be transformed or filtered to remove hydrocarbons. Noise levels are also additional training. The company is also firmly comprised mainly of instructors from the field, is to to print its newspapers and magazines. Very early reused. These efforts also help to improve the measured on a regular basis to insure that the local committed to providing training for management promote over the years an inter-disciplinary training on, the group devoted time and energy to the study company's business model by optimizing the resale population is not subject to sound nuisance. The positions with no preset age or diploma criteria”. In its offer that is more specifically targeted and ever more of waste management, energy-saving practices, and price of recovered paper. company has also switched over to a closed water report, the HALDE also highlighted “the clear advanced – training which takes advantage of all the the use of techniques generating the lowest circuit for cooling its machines, which means that no indication at every step of the process of Spir internal and external experiences of the Group to possible amounts of pollution. The group has also ground water is tapped. The waste water is also no Communication's commitment to diversity and assist in its growth. In this sense, it truly is a "group studied ways to optimize health and safety longer ejected into the rain water circuit. promoting equal opportunity employment”. effort". In early 2007, Spir University received two conditions at its sites. The goal of these efforts is to We are sensitive to the harm caused by free specialised training sites located near the group's actively contribute to environmental friendliness newspapers being discarded in the environment. The As part of these activities, an annual contest known as Promotions and internal mobility within the main offices. The university now has seven full-time and to insure sustainable development that respects Group manages efforts to recover the newspapers NégoSpir was initiated in April 2006 in order to provide company instructors. the health and work conditions of employees. (display stands / deposit areas, etc.) and to return students with both an educational and a professional For many years now, the Spir Communication Group them to the main distribution centres so that they can vision of how the trade works. The importance of the has strived to take full advantage of its internal skills Internal and external communication Sorting, recovering, recycling: an integrated chain. become part of the overall recycling chain. Spir different techniques used in the profession, regardless and resources to further its development. Together Spir Communications provides its employees with The Spir Communication Group has been using paper Communication also works actively to insure that the of the position held in the company, were also with the managers for the entire employment staff, a real-time information about new developments in the that is recycled 6 to 8 times for the printing of all its display stand installations in the streets respect their stressed. The second annual NégoSpir was held in people review is first conducted by the Development group, its projects and its goals via modern and user- newspapers since 1975, but that's not all: a sorting environment. The group works together with the April 2007, and 175 students from approximately Directorate at Human Resources, based on the Annual friendly informational media. This service was system makes it possible for us to recover more than Respect for the environment and living conditions different organizations that are responsible for public fifteen well-known business schools and universities Progress Interview. Next, at all the subsidiaries, a increased in July 2006 when the Intranet network 6,000 metric tons of paper waste per year. The Each time we initiate a project to develop or expand a spaces and roadways to constantly insure optimum were in attendance. career committee identifies career advancement Spirnet was launched. This inter-disciplinary tool has recycling chain is an integrated part of all group printing plant installation, we take into consideration integration of the stands in urban settings. potential based on objective criteria (seniority of more become the reference for each of the group's staff activities. It begins with the printing of different media the traffic flows, esthetic aspects, and the work Continuously promoting equal opportunities than 18 months, performance and results, members when they need to gather important supports and continues through to distribution, environment of the site. In this way, we can offer our Innovation and performance As part of its human resources policy, Spir professional skills, behaviour, demonstrated initiative, information. It has made it possible for Spir resulting in true, integrated waste upgrading. All employees, visitors and the local inhabitants the most As part of its efforts to make use of cleaner energy and Communication is dedicated to the prevention of any mobility, and motivations) and analyses any possible Communication to improve operations between the paper, cardboard, and packaging waste is recovered pleasing possible image of the site, together with technology, Imprimeries IPS has adopted a "computer form of discrimination, and to the promotion of equal inter-disciplinary mobility that may exist with other subsidiaries thanks to improved information and recycled via selective sorting, both at the source harmonious integration in the surrounding landscape. to plate" (CTP) polymer technology, which generates opportunities for all the group's employees. The HR subsidiaries. Finally, an assessment stage validates distribution, exchanges, transparency of data and and at the end of the chain. Imprimeries IPS then sells Inspections are performed to check the quality of much less pollution. The company is also studying managers must act as guarantees that the the employees' capabilities by placing them in real-life response times. It is a true in-house database for the to specialised companies the waste produced during atmospheric discharges (all sites are below the legal ways to use thermal technology that is even more recruitment procedure will be respected at all the professional situations that are specific to each group, with many document applications and a wide the life cycle of the products manufactured by Spir limits for C02 emissions), effluents, and all types of environmentally friendly than CTP. different stages of the process, and must insure that activity. The potential candidates' mindset and range of operational functions. The new tool has also Communication. This is the case, for example, with the residual waste from the manufacturing processes To improve the quality, the output, and the ecological the dignity and the rights of the candidates are motivations are also validated. The candidate will then made it possible for the group to place on-line a "Job waste paper resulting from the successive plating (papers, packaging, containers, etc.). The testing is aspects of its equipment, the Group has invested in carefully respected. The group has implemented receive adapted training once they occupy their new Forum" area that is updated on a daily basis. This is operations on the rotary presses, the aluminum offset performed on a regular basis and noted in specialized rotary press machines that are at the cutting edge of Sustainable development criteria-based career advancement tools and position. The process illustrates the determination of a dynamic new way to promote internal mobility.
68 Spir Annual Report 2006 Spir Annual Report 2006 69 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Indicators
> Scope > Reporting methodology environmental indicators are the responsibility of the Maintenance and Project Directorate at The scope of the indicators is the Spir The monitoring, reporting, and consolidation of Imprimeries IPS, except for the indicators Communication Group: in other words, its the company indicators are the responsibility of concerning the automobile fleet. These subsidiaries Régicom, Concept Multimédia, the Legal Department. indicators are the responsibility of the Imprimeries IPS, Caradisiac, Procar, Adrexo and The social indicators are taken from the Purchasing and General Services Directorate, CIP. consolidated data compiled by the Personnel and which is assisted by Syscars, the company that The various shareholdings of the group are not Social Affairs Directorate and the Human manages the automobile fleet. included in these indicators. Resources Development Directorate. The monitoring, reporting and consolidation of
Sector Entity Indicator Unit 2005 2006 Social Employees, staff status and movements (1) Spir Communication Total staff, Group U 3,328 3,513 > management(1) U 882 956 > inspection/technical agents U 1,151 1,216 > employees U 736 746 > workers U 559 595 technology. Following in the footsteps of the two new Plans, in use since 2001, are overseen by the CHSCT permanent employees U 3,192 3,393 M600 rotary presses that entered service in 2005 at (the health, safety, and work conditions committees). temporary employees U 136 120 the Reyrieux plant, a new M80 rotary press was The committees determine effective preventive installed at the Châteaurenard plant (Bouches-du- measures to avoid accidents and work-related Remuneration and social protection € Rhône) in 2006. After an initial start-up period during illnesses. Spir Communication Employee expenses M 283.5 308.4 (2) € the first quarter of 2007, this third Mainstream rotary In efforts to reduce physical effort and to continuously > cost of social security benefits M 10.9 11.7 press can now provide 80-page four-colour tabloid provide more comfortable and safer work conditions printing at a speed of 70,000 copies an hour. Research for employees, Imprimerie IPS has installed sound- Diversity continues on these high-performance machines to proofing for loud machines, air-conditioning in the Spir Communication Percentage, women of total staff % 50.8 50.0 decrease the use of cleaning solvents on the cylinders plants with humidity controls, and also fire-proof walls Percentage, women by category via high-speed air jets and a dust vacuuming system. and doors with automatic closing devices. More > in management % 21.8 22.3 > in inspection/techn. positions % 63.6 62.5 To save even more energy, a workshop air- Continuously optimizing health conditions and risk recently, automated handling equipment for loading > office % 72.7 71.4 conditioning process based on optimized controls over prevention and moving paper rolls has been finalized as part of > factory % 41.1 42.3 external air (free-cooling) is now being used at the To insure that the employees of Imprimeries IPS can the installation work on the new Mainstream rotary Spir Communication Beneficiaries of mandatory employment U 73 89 Reyrieux, Fouilloy and Châteaurenard plants. Through enjoy working conditions free of any risk of physical press at the Châteaurenard plant. An automatic this process, the rotary press facilities are cooled harm, inspections are performed on a regular basis to palletting system for the print media is currently being Training and promotions (internal) based on the thermal output of the equipment. And the insure that the current regulations are always optimized for the end of the production line at the Spir Communication(3) Total, trainees U 1,236 1,500 “Imprim’Vert” label received in 2006 for the Bernay, respected for the industrial equipment, rotary presses, plant as well. Machines will thus reduce the need for Total, training days Days 302 310 Châteaurenard and Moncé-en-Belin plants confirmed work equipment, high and low voltage installations, employees to perform repetitive, tiresome work that is the high quality of the group's printing work and its incinerators, cleaning machines, etc. A conformity potentially dangerous as well. A study is underway to Recruitment (management & sales) environmental processes. It should be noted that the inspection is conducted systematically by certified install the same set-up at the Fouilloy and Reyrieux Spir Communication No. of recruitments U 384 443 Fouilloy and Reyrieux plants are candidates for the agencies before machines enter service. Risk Analysis plants. Sustainable development label in 2007. (1) Excluding Adrexo and Adrexo Sud-Ouest distribution technicians - (2) Retirement / Contingency funds / Health insurance - (3) Spir University
70 Spir Annual Report 2006 Spir Annual Report 2006 71 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Sector Entity Indicator Unit 2005 2006 Printed in May 2007 Environment Industrial Park Implementation: Communication Directorate Imprimeries IPS No. of facilities used U55 Administrative and Finance Directorate Total surface area of infrastructures m2 25,591 28,805 and Legal Department of the Spir Communication Group Water consumption Imprimeries IPS Total water consumption m3 12,199 20,803(1) Design and creation, 3D: Laurent Mitre for Studio Images
Energy consumption Translation: Jeffrey Probst Imprimeries IPS Total energy consumption MWh 29.46 30.96 Electricity MWh 17.44 18.43 Image formatting: François Lefèbvre Gas MWh 10.57 11.20 Heating oil MWh 1.45 1.33 Printing: Horizon Printing Press- Gémenos, France Spir Communication Vehicle fleet (Group Total) U 1,685 1,874 Total consumption, gasoline Ml 2.8 2.9
Waste Imprimeries IPS Total, “paper & cardboard” waste t-4,000 Total, "ink" waste (recycled) t-50 Total, "aluminum" waste (recycled) t-40 Total, "solvents" waste (recycled) t-50
Noise Imprimeries IPS Internal noise level dB 75 to 115 75 to 115 External noise level dB < 55 < 55 (1) Water consumption increased after the Châteaurenard and Reyrieux plants stopped tapping groundwater. - (2) recycled, excluding returns. Sustainable development
72 Spir Annual Report 2006 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 2006 Financial information WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 2006 Financial Information Combined general meeting of Tuesday, 15 may 2007
Contents page
Management report 02 Consolidated balance sheet 08 Consolidated income statement 10 Cash flow statement 11 Change in consolidated shareholders’ equity 12 Notes to consolidated financial statements 13 Explanation of balance sheet and income statement items 20 Auditors’ report on consolidated financial statements 40 Financial statement of parent company Spir Communication sa 42 Notes to financial statements 45 General auditors’ report 56 Special auditor's report on regulated agreements 58 Report on internal control procedures established by the Spir Communication group 62 Auditors’ report on internal control 66 Draft resolutions recommended to combined general meeting of 15 may 2007 67 List of mandates of Spir Communication’s company officers 73
Spir Rapport annuel 2006 1 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 The Net debt / Equity ratio ("gearing ") is still quite low, at 13.8%. versus €69.1 million on 31 December 2005. The Group has adopted a prudent debt management policy, as the entire This growth is bolstered by the development of the Internet activity in Management Report debt was negotiated at a fixed rate. France (+ €4.2 million) and by steady internal growth for the newspapers (+ €11.9 million), in particular internationally (+ €3.4 million). Net fixed assets (non-current assets including deferred taxes) increased by International activity represents 21.2% of the activity's external sales, The year 2006 was a transitional year for Spir Communication. It was characterised by the stability €64.4 million to €319.3 million. The increase was the result of significant which is the same percentage as in 2005. of our traditional activities and significant increases in our growth sectors, although they do not yet investments, such as: As a result of this sharp increase in sales, the operating income increased - Development in Southwest France following the takeover of distribution by 50.7% to €10.3 million, for an operating margin rate of 12.1% despite make up a substantial part of sales. Overall, sales increased by 3.5% for our Media and Non-Media activities. Following the acquisition of shares and the partial contribution of the losses and closing costs recorded in England totalling €0.8 million, activities. assets, 25% of the capital of S3G Com, publisher of 55 free advertising since the decision to halt activities was taken on 31 December 2006. Despite a decrease of 3.2% in the current operating income, consolidated net income increased by newspapers, was acquired (€44.8 million). 6.1% and the group share of net income rose 6.6%. • Acquisition of new printing equipment (€22.9 million). Distribution of printed matter Working capital needs excluding taxes slightly increased (€6.1 million). Major events in 2006 included the merger with Groupe Sud Ouest to This increase, together with major investments (€ 77 million) and the strengthen our position amongst competition in Southwest France, and the DEVELOPMENT OF THE SPIR COMMUNICATION GROUP IN 2006: pressure on pricing, decreased sales in the free advertising publication distribution of dividends of €30.7 million, and despite the heavy cash flow launching of a distribution network for addressed mail in anticipation of The consolidated financial statements for 2006 together with the activity, and lower margins for the distribution of printed matter activity generated by the activity (€70 million), resulted in a substantial decrease 1 January 2009 when the entire postal market will be opened to private comparative 2005 data were prepared as per the recognition and following the implementation of the collective bargaining agreement that in cash flow (€-20.2 million) to €9 million. This cash has been completely competition. evaluation rules included in the IFRS standards and the IFRIC interpretations has been applicable since 1 July 2005. immobilised in safe and available financial products (SICAV money market The year was stable for our traditional activity, the distribution of advertising adopted by the European Union on 31 December 2006. funds), as the Group is still seeking out acquisition opportunities. leaflets. Major market events include: The basic preparation of the consolidated financial information is thus a Operating income: - The announcement that TV advertising would be opened to Mass consequence of the IFRS standards and IFRIC interpretations that became After taking into account the consequences of development operations in DEVELOPMENT OF ACTIVITIES Marketing. mandatory as of 31 December 2006, as adopted on 31 December 2006 by Southwest France and restructuring expenses due to the closing of our Compared with the sales as of 31 December 2005, the contribution of each - Increase in prices applied in 2005 by all operators following the the European Union. subsidiary in Great Britain, the operating income decreased by 3.2% activity to the growth in consolidated group sales was the following: implementation of a new collective bargaining agreement. compared with 2005 to €77.5 million. •- €6.9 million for the free advertising publication activity, i.e. -3% In this context, external sales increased by 3.6% to €246 million, mainly CONSOLIDATED FINANCIAL STATEMENTS (in IFRS) • + €16.1 million for the real estate publication activity, i.e. +23.3% due to the increased sales in Southwest France in the addressed mail (In €million) 2006 2005 Variation Consolidated net income: • + €8.5 million for the distribution of printed matter activity, i.e. +3.6% activity. Sales 588.5 568.7 +3.5% After taking into account income taxes and the share of the profits •- €1.4 million for the printing activity, i.e. -4.3% Despite the highly negative impact of the collective bargaining agreement Current operating income 69.2 84.1 -17.7% accounted for by the equity method, the consolidated net income totalled • + €3.4 million for the Internet activity that was implemented on 1 July 2005, the merger with Groupe Sud Ouest Operating income 77.5 80.0 -3.2% €52.6 million, versus €49.5 million in 2005. meant that the operating income only slightly decreased, as it dropped Consolidated net income 52.6 49.5 +6.1% Free advertising publications 11.1% to €28.9 million, versus €33.1 million in 2005. Net income (Group share) 52.8 49.5 +6.6% Group share of net income: The free advertising publication activity saw its sales significantly decrease The group share of net income increased by 6.6% to €52.8 million, versus for newspaper advertisements, as more and more customers prefer the Printing Sales: €49.5 million in 2005. The group's net income per share, calculated for Internet. Following merger operations with the Sud Ouest Group in During the past year, our printing activity placed a high emphasis on quality The Spir Communication Group saw new growth in sales of 3.5% in 2006, 6,245,411 shares, was 8.45 euros. Southwest France, Spir Communication made a partial contribution of in order to offer its customers – in particular the free advertising for a total of more than €19.8 million. assets from its 7 free advertising newspapers, which are no longer newspapers – the possibility of printing four-colour publications of up to 80 The major reason behind this growth was new development in the Group's Balance sheet: consolidated as of 1 November 2006. pages. growth sectors: Internet (Pure Player sector + Internet for other activities) The Group's equity increased by € 26 million, despite a distribution of These difficulties have resulted once again in a decrease in the average The loss of advertisers and the reduced volume per operation due to an recorded + €9.2 million, and the addressed mail activity posted + €4 dividends of €30.7 million. The increase in equity can be explained mainly price per page, and thus a decrease in the operating margin. The operating environmental tax resulted in a drop in sales of 4.3% to €31.1 million. million. These growth sectors now represent 6.6% of the group's total by the net income of the Spir Communication Group on 31 December 2006. income thus decreased by €4 million. Internal volumes resulted in a slight increase in the operating income, sales. Financial debt (not including the available cash flow) was €34.9 million. The which totalled €14.9 million. increase is mainly due to the financing required for a line of new rotary Real estate publications Operating income: presses currently being installed in Châteaurenard that will make it possible The real estate publication activity once again experienced significant Internet The operating margin rate dropped 3 points to 11.8% due to intense to print free advertising newspapers of up to 80 pages. growth in external sales, with an increase of +23.3% to €85.2 million, This activity sector is comprised of the legal entities Caradisiac and Procar,
2 Spir Annual Report 2006 Spir Annual Report 2006 3 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 which publish the internet site caradisiac.com, the leader in the automobile ACTIVITIES AND RESULTS OF THE SUBSIDIARIES SHAREHOLDINGS AND SHARE PRICE 54 other non-company officer employees benefited from stock options sector.The entities have been consolidated since 1 july 2005. Sales totalled The company results of the leading subsidiaries of the Spir Communication Composition of shareholdings on 31 December 2006 under the same conditions, representing a total of 44,670 options. € 5.7 million, versus € 2.3 million in 2005 (6-month period only). The SA Company were the following: On 31 December 2006, the share capital of Spir Communication SA was operating income was €1.3 million, for a rate of 22.6%. held as follows: On 31 December 2006, the valid outstanding stock options were: Subsidiary (in €million) Sales Sales Net Income Net Income No. % of % of % of voting Allocation Exercice price Valid, non- Resulting Accounting DEVELOPMENT OF SPIR COMMUNICATION SA Activity 2006 2005 2006 2005 of shares held capital capital rights date and (1 share for exercised increase period The main items of the income statement of Spir Communication SA were Régicom 31/12/2006 31/12/2006 31/12/2005 31/12/2006 type of option 1 option) options on in capital, the following: Free advertising newspaper agency 220.1 226.5 -4.0 -2.4 Prépart SCS 3,390,967 54.3% 54.3% 51.4% 31/12/2006 if any Adrexo Sofiouest SA 662,348 10.6% 10.6% 17.0% 08/03/2001 73.07 euros 3,000 0 08/03/2006 purchase to 07/03/2009 COMPANY FINANCIAL STATEMENTS Distribution of printed matter 257.2 258.5 15.3 20.7 Treasury shares 104,178 1.7% 2.1% 28/02/2002 74.46 euros 2,000 0 28/02/2006 (In €million) 2006 2005 Variation Cip PUBLIC 2,087,918 33.4% 33.0% 31.6% Administrative management 23.4 19.6 0.4 0.2 purchase to 28/02/2010 Sales 126.7 131.1 -3.4% TOTAL 6,245,411 100.0% 100.0% 100.0% 22/05/2003 65.51 euros 20,750 0 22/05/2007 Média Pic Operating income 21.2 27.5 -22.9% purchase to 22/05/2011 Free advertising newspaper publishing 7.7 7.6 1.0 0.1 Net financial income 18.1 21.2 -14.6% We remind you that the subsidiaries controlled by our company do not hold 19/05/2004 111.72 euros 22,550 0 19/05/2008 Exceptional income 5.8 6.4 Imprimeries Ips any shares in our share capital. purchase to 19/05/2012 Rotary printing 134.9 128.6 9.0 8.1 Tax 7.0 9.7 -25.8% The employees of the Spir Communication Group hold less than 1% of the 19/05/2005 147.02 euros 38,500 0 19/05/2009 Net income 38.0 45.3 -16.1% Concept Multimédia share capital through a company savings scheme. purchase to 19/05/2013 Specialised real estate newspaper publishing 68.3 55.4 6.4 4.6 18/05/2006 122.91 euros 117,670 0 18/05/2010 France Diffusion Since sales are comprised of the agency fees from its subsidiary Régicom, Movement of the share price: purchase to 18/05/2014 Free advertising newspaper publishing 1.7 1.9 -0.1 -0.1 which markets the advertising space for the free newspapers belonging to The movement of the share price was as follows: We began the year with TOTAL 204,470 Caradisiac a share price of 123.9 euros; it then decreased, in particular following the Spir Communication, its sales performance is closely linked to the sales of Creator of Internet sites 5.8 4.3 0.9 0.5 Régicom. distribution of a dividend of €5 on 30 May 2006. The share price on 31 REMUNERATION OF THE COMPANY OFFICERS 20 minutes France In accordance with the provisions of Article L.225-102-1 of the Code of The operating income was mainly affected by the increases in the price of Free informational newspaper publishing 43.1 36.6 -6.1 -8.8 December 2006 was €116. Commerce, we provide you with the total remunerations and benefits of any paper and by the increased quality levels of the newspapers, which entail Editions Aixoises Multimédia kind paid to the company officers during 2006 by the companies of the Spir higher production costs. Publisher of Internet sites 0.0 N/A -1.9 N/A Stock options Communication Group, but also by the company that controls the Spir The financial results consist of dividends received from the subsidiaries and S3G Com The combined general meeting of 18 May 2006 authorised the board of income from cash investments. Free advertising newspaper publishing 35.6 N/A 4.0 N/A directors to grant options to purchase Spir Communication shares on behalf Group, namely SCS Prépart: Exceptional income is primarily the result of the merger operation with A Nous Province of certain company managers and members of staff of the Group. This Groupe Sud Ouest. Following a partial contribution of assets, a Free informational newspaper publishing 1.6 0.5 -1.3 0.7 authorisation was granted for a period of eighteen months, beginning on 18 Philippe Léoni, Chairman of the Board of Directors of Spir Communication shareholding of 25% was acquired in the S3G Com subsidiary. Algo Communication May 2006. This authorisation was used in 2006 to allocate 117,670 stock SA, Chairman of the Management Board of Média Pic SAS, Manager of Free informational newspaper publishing 1.1 1.2 -0.4 -0.2 options to staff members of the group. In this regard and in accordance Régicom SARL, in his capacity as permanent representative of Spir ACQUISITION OF INVESTMENTS Interhebdo with the provisions of the French NRE Law, the board of directors has drawn Communication on the boards of directors of the companies Concept In 2006, Spir Communication SA acquired the following shareholdings: Free advertising newspaper publishing 1.7 1.9 0.1 0.2 up a special report, the main elements of which are the following Multimédia SA and 20 Minutes France SAS, € 855,000. This sum • 50% of capital in Editions Aixoises Multimédia, publisher of the • Company officers who have benefited from stock options: comprises: Internet site leboncoin.fr • a fixed annual salary of €650,000 • 50% of the company A Nous Province, publisher of free press Beneficiary Qty. Allocation Price Maturity Date • a bonus calculated based on increases in sales compared with 2005, newspapers under the brand name A Nous in Lyons, Marseilles Philippe Léoni 60,000 122.91 18/05/14 totalling €100,000 for the year 2006 and Nice Hervé Pinet 10,000 122.91 18/05/14 • a bonus calculated based on increases in net income compared with • 50% of the company Algo Communication, publisher of free Francis Cartoux 3,000 122.91 18/05/14 2005, totalling €75,000 for the year 2006 press newspapers under the brand name A Nous in Lille • benefits totalling €10,000 • 25% share in capital of S3G Com, publisher of 55 free • director's fees of €20,600 advertising newspapers in Southwest France Hervé Pinet, Deputy Chief Executive and Director of Spir Communication SA, Manager of Adrexo SARL, Director of Procar SA, of Dolphin Publishers Management report
4 Spir Annual Report 2006 Spir Annual Report 2006 5 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Ltd, Dolphin Magazines Ltd and Dolphin Magazines 2 Ltd, and As elements of remuneration, the company officers exercised the following Non-deductible expenses: at a cost price of €114.03 on 31 December 2006. representative of Spir Communication for the Caradisiac SA Board of stock options: The expenses and charges for the year non-deductible from profits subject • The company owns 100,256 Spir Communication shares, the Directors, €473,000 for 2006. This sum is comprised of the following: to corporation tax for the purposes of Article 39-4 of the C.G.I. amounted to purchase price of which amounted to €114.67 per share, to cover • a fixed annual salary of €380,000 Exercise of options to purchase shares €23,790. the current or future valid stock options. • a bonus calculated based on increases in sales compared with 2005, The board of directors of 8 March 2001 and 28 February 2002 adopted two totalling €46,500 for the year 2006 stock option plans involving 39,100 shares. The plans involved 30 PRESENTATION OF THE RESOLUTIONS We recommend that you renew the authorization to purchase and sell Spir • a one-time premium of €37,500 for the year 2006 beneficiaries. During the year, 34,100 options were exercised. One Allocation of net income: Communication shares within a maximum limit of 8% of the number of • benefits totalling €9,000 company officer exercise their options: We recommend the following allocation and distribution of the net income shares making up the current share capital, for a total of 499,632 actions. Furthermore, according to the terms of his contract, Hervé Pinet also enjoys for the year: This total has been calculated based on the number of shares that make up the following benefits: Beneficiary Quantity Allocation price the current share capital. The maximum purchase price can be no greater • he shall receive exceptional severance pay should his departure be Francis Cartoux (Plan of 08/03/01) 1,500 73.07 Net income for the year: €38,014,022,01 than €200 per share, and the minimum selling price can be no lower than required by the company, except in cases of gross negligence on his part: Francis Cartoux (Plan of 28/02/02) 1,500 74.46 Positive retained earnings: €523,760.00 €80. These amounts may be adjusted in the event of a modification in the this severance pay is set at €190,000 should it occur before 31 December For a total distributable of: €38,537,782.01 share capital. 2007. STOCK OPERATIONS OF COMPANY OFFICERS Dividend of E 5.00 for each of the 6,245,411 shares The shares may be acquired with the following end goals, listed in Any purchase or sale of shares in Spir Communication by a company officer making up the share capital: €31,227,055.00 descending order of importance: Francis Cartoux, Director of Spir Communication SA and Chairman of must be declared to the company so that the proper declarations can be Miscellaneous reserves: €7,310,727.01 • the activation of the secondary market or the liquidity of the Spir Imprimeries IPS SAS, and Manager of SCI Les Oiseaux, €283,000. This sum made to the AMF. Total allocated: €38,537,782.01 Communication share by an Investment Service Provider via a comprises: In 2006, only the following operations were declared: liquidity contract in compliance with the business ethics charter • a fixed annual salary of €240,000 The dividend for 2006 is thus fixed at €5.00 per share. The entire dividend recognised by the French Financial Market Authority, with a ceiling • an annual bonus calculated based on sales and operating income goals Beneficiary Date Operation Quantity Price is eligible for an abatement as per article 243 Bis of the CGI. limit of 4% of the share capital for the printing activity, for a total of €37,000 in 2006 Francis Cartoux 08/03/06 Sale 200 123.00 • the allocation of shares to the employees of the company and the • benefits totalling €6,000 Francis Cartoux 28/02/06 Sale 1,500 123.40 We recommend that you set the payment of this dividend for 31 May 2007. subsidiaries of Spir Communication Group, according to the terms • director's fees of €10,600 and conditions foreseen by the law, for stock-option plans or for INFORMATION CONCERNING SUSTAINABLE DEVELOPMENT It is recalled that the dividends distributed during the last three years were allocating bonus shares to employees pursuant to the provisions of François-Régis Hutin, Director of Spir Communication SA and Co-Manager In accordance with the provisions of the NRE Law, information concerning the following and that the comparison with that envisaged for this year is paragraph L.225-197-1 and following of the Code of Commerce of SCS Prépart, € 52,000 (amount not paid by a company in the Spir sustainable development will be provided in the annual report. Sustainable as follows: • financing of operations to boost external growth, while respecting the Communication group) and an additional €10,000 in Director's fees. development, a notion defined in 1987 by the Global Environment and legal limit of 5% of share capital Development Commission as “the capacity of present generations to meet 2003 2004 2005 2006 their needs without compromising the possibility of future generations to (proposed) Paul Museux, Director of Spir Communication SA and Co-Manager of Number of shares The purchase or disposals of these shares may be performed by any cover their own needs”. Prépart SCS, € 56,000 (amount not paid by a company in the Spir remunerated 6,245,411 6,245,411 6,245,411 6,245,411 means, including by the acquisition or disposal of blocks of shares, and the Communication group) and an additional €20,000 of Director's fees. Total distribution 20,609,856.30 31,227,055.00 31,227,055.00 31,227,055.00 use of derivatives. MISCELLANEOUS INFORMATION euros euros euros euros Camille Thiery, Director and member of management committees at Spir Agreements entering within the scope of Article L.225-38 of the Code of Dividend per share 3.30 euros 5.00 euros 5.00 euros 5.00 euros FUTURE PROSPECTS Commerce: Tax credit 1.65 euro N/A N/A N/A Communication SA, Director of 20 Minutes France SAS and Concept Dividend eligible The Spir Communication Group has increased its investments in its growth We inform you that the agreements entering into the scope of application Multimedia Switzerland SA, €47,000, including €20,000 in director's fees. for abatement N/A 5.00 euros 5.00 euros 5.00 euros sectors through such actions as the acquisition of Distrihome, a package of the provisions of the Code of Commerce, concluded during the year Dividend not eligible delivery company, in the addressed mail sector and the implementation of Gérard Bécue, Director and member of management committees, €20,000 ended 31 December 2006 and previous years, are the subject of a report for abatement N/A 000a development plan for the distribution offices. in director's fees. that our Auditors will submit to you. These investments are helping the Group prepare for the future. The other Directors, Messrs Philippe Amyot d’Inville, François-Xavier Hutin, Authorisation to trade on the stock market Philippe Toulemonde, and Henri Tracou each received €10,000 in directors Research and development activity: During the year, the board of directors used the authorisation that was The Chairman of the Board of Directors fees for 2006. During the past year, our company conducted research and development as granted to it by the Combined General Meeting of 18 May 2006 to trade in part of our Internet and addressed mail distribution activities, but the nature the shares on the stock market. Francis Teitgen, Director until 31 March 2006, and Laurent Tournon, of the work makes it impossible to include it in the balance sheet. • A liquidity contract currently exists with a stockbroker. Within this Director until 31 October 2005, each received €10,000 in directors fees. framework, the company owned 3,922 Spir Communication shares Management report
6 Spir Annual Report 2006 Spir Annual Report 2006 7 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Consolidated balance sheet of 31/12/2006
Current Assets (in €thousands) LIABILITIES (in €thousands)
Non-current assets 31/12/2006 IFRS 31/12/2005 IFRS Equity 31/12/2006 IFRS 31/12/2005 IFRS Note 1 Goodwill 155,252 147,529 Capital 24,982 24,982 Note 2 Other intangible fixed assets 15,916 14,532 Premiums related to capital 25,136 25,136 Note 3 Tangible fixed assets 97,964 76,396 Reserves 169,891 147,199 Note 4 Securities accounted for by the equity method 40,589 5,382 Note 11 Consolidated net income 52,780 49,490 Note 5 Other financial assets 4,005 3,612 Group shareholders’ equity 272,789 246,807 Note 6 Deferred taxes 5,562 7,447 Note 12 Minority interests 938 4,283 TOTAL, NON-CURRENT ASSETS 319,288 254,898 TOTAL EQUITY 273,727 251,090
Current assets Non-current liabilities Note 7 Stocks and work-in-progress 6,369 5,699 Note 13 Borrowings and long-term financial debts 34,851 28,695 Note 8 Trade and other receivables 128,878 126,952 Note 14 Employee debts 2,264 2,117 Tax receivables 3,594 1,958 Note 6 Deferred taxes 1,428 Note 9 Other current assets 1,332 1,453 TOTAL, NON-CURRENT LIABILITIES 38,543 30,812 Note 10 Cash and cash equivalents 9,001 29,240 TOTAL, CURRENT ASSETS 149,174 165,302 Current liabilities Note 13 Borrowings (less than one year) and bank facilities 11,834 3,865 TOTAL ASSETS 468,462 420,200 Note 15 Suppliers and other creditors 140,701 131,588 Payable tax debt 176 Note 16 Provisions and other current liabilities 3,481 2,845 TOTAL, CURRENT LIABILITIES 156,192 138,298
Total liabilities 468,462 420,200
8 Spir Annual Report 2006 Spir Annual Report 2006 9 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Consolidated Income Cash flow
Statement of 31/12/2006 statement
(in thousands of euros) 31/12/2006 IFRS 31/12/2005 IFRS (in thousands of euros) 31/12/2006 IFRS 31/12/2005 IFRS Sales 588,545 568,714 Consolidated total net income 52,555 49,534 Supplies consumed (84,581) (81,344) +/- Share of net income of companies accounted for by the equity method 1,898 1,304 Staff costs (including employees’ profit-sharing) (290,469) (262,292) +/- Net allocations, amortisation and provisions 19,820 15,530 External costs (104,052) (104,016) +/- calculated income and costs for stock options 1,138 381 Taxes and duties (15,912) (15,655) -/+ unrealised gains and losses due to variations in fair value (611) 611 Allocations, amortisation (18,464) (16,101) -/+ capital gains and losses on disposals (12,664) (316) Allocations, provisions (5,789) (4,863) - dividends on non-consolidated shares (23) (28) Stock variation for products in progress and finished products 183 173 Cash flow capacity after cost of net financial debt and taxes 62,113 67,016 Other operating costs and income (267) (511) + Cost of net financial debt (excluding other financial income and costs) 1,103 701 Current operating income 69,194 84,105 +/- Tax charge 22,008 28,624 Note 18 Restructuring costs and other operating costs and income 8,284 (4,084) Cash flow capacity before cost of net financial debt and taxes 85,224 96,341 Operating income 77,478 80,021 - Variations in working capital for activity 6,076 1,322 - Income taxes paid (21,346) (43,647) Income from cash and cash equivalents 655 1,076 Net cash flow generated by operations 69,954 54,016 Cost of gross financial debt (1,672) (1,635) +/- change in basis of consolidation (39,737) (33,984) - Purchase of intangible assets & property, plant and equipment (25,792) (25,168) Note 19 Cost of net financial debt (1,017) (559) Total, investments paid for activity sectors (65,529) (59,152) + proceeds from disposal of intangible assets & property, plant and equipment 1,813 1,938 Note 20 Tax charge (22,008) (28,624) + dividends received (companies accounted for by equity method, non-consolidated securities) 42 122 Share of net income of companies accounted for by the equity method (1,898) (1,304) +/- change in loans and advances granted (6) (1,958) Net cash flow relating to investment operations (63,680) (59,050) Net income 52,555 49,534 Increase in subscribed capital of minority interests from consolidated companies 17 35 Net acquisition, treasury shares 2,251 (4,827) - dividends paid to company shareholders (30,698) (30,797) Minority interests (225) 44 - repayment of borrowings (including financing leases) (4,436) (4,443) Net income (Group share) 52,780 49,490 - net financial interest paid (including financing leases) (1,601) (1,777) +/- other flows relating to financing operations 7,969 2,569 Earnings per share (*) 8.62 8.10 Cash flow relating to financing activities (26,498) (39,240) Diluted earnings per share (**) 8.45 7.92 Impact of variations in foreign exchange rates (15) (7) (*) Ave. number of shares, minus treasury shares 6,126,284 6,111,334 Note 22 Change in net cash position (20,239) (44,281) (**) Number of shares making up share capital 6,245,411 6,245,411 Note 22 Opening cash and cash equivalents position 29,240 73,521 Closing cash and cash equivalents position 9,001 29,240
10 Spir Annual Report 2006 Spir Annual Report 2006 11 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Change in consolidated Notes to consolidated shareholders’ equity financial statements
Non- Total Scope of consolidation on 31 December 2006 company in West France. This operation was undertaken both with cash Consolidated distributed group Minority Total and by the partial distribution of assets. (in thousands of euros) Capital Premiums reserves income share Interest equity Changes in scope of consolidation Situation at the end of 2004 24,982 25,136 131,297 50,913 232,328 4,165 236,493 • acquisition by Adrexo of Distriservice, a distribution company in western Allocation of 2004 net income 20,116 (20,116) The year saw: France Distribution of dividends (30,797) (30,797) (30,797) • Acquisition by Spir Communication of remaining shares (50%) of Média Share-based payments 381 381 381 Pic, publisher of free advertising newspapers in Northeast France • exit from the perimeter of the Exedim, ceded by Spir Communication Operations on treasury shares (4,827) (4,827) (4,827) Financial instruments: change in fair value 209 209 209 • Acquisition by Spir Communication of 25% of shares in S3G Com, 2005 net income 49,490 49,490 44 49,534 publisher of 55 free advertising newspapers in Southwest France. This Other movements 23 23 74 97 operation was undertaken both with cash and by the partial distribution of assets. Situation at the end of 2005 24,982 25,136 147,199 49,490 246,807 4,283 251,090 Allocation of 2005 net income 18,792 (18,792) • acquisition by Spir Communication of 50% of shares in A Nous Province, Distribution of dividends (30,698) (30,698) (30,698) publisher of free press newspapers under the brand name A Nous in Note 21 Share-based payments 1,138 1,138 1,138 Lyons, Marseilles and Nice Note 22 Operations on treasury shares 2,251 2,251 2,251 Note 13 Financial instruments: change in fair value 362 362 362 •acquisition by Spir Communication of 50% of shares in Algo Fair value of shares intended for sale 191 191 191 Communication, publisher of free press newspapers under the brand 2006 net income 52,780 52,780 (225) 52,555 name A Nous in Lille 100% takeover of Média Pic (4,016) (4,016) Takeover of Adrexo Sud Ouest 854 854 • creation by Spir Communication, in 50/50 partnership agreement with the Other movements (42) (42) 42 Norwegian company Schibsted, of Editions Aixoises Multimédia, publisher of the Internet site leboncoin.fr Situation at the end of 2006 24,982 25,136 169,891 52,780 272,789 938 273,727 • creation by Spir Communication and Regicom, in partnership agreement with other companies, of the advertising agency Régie Publicitaire Nationale, located in Aix-en-Provence
• acquisition by Imprimeries Ips of 100% of capital of Les Iscles, owner of land on which the new rotary press at Châteaurenard is currently being installed
• Acquisition by Adrexo of 65% share in Adrexo Sud Ouest, a distribution
12 Spir Annual Report 2006 Spir Annual Report 2006 13 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 List of the consolidated companies on 31.12.2006 Accounting referential, methods of consolidation, valuation methods and consolidation method. The perimeter of consolidation of the Spir Communication Group was: rules All the transactions between the consolidated companies have been eliminated. Accounting referential Consolidation consists of: Company Activity and head office Consolidation French Siren no. % interest % interest • consolidating into the financial statements of the consolidating company method 2006 2005 Spir Communication is a French joint-stock company ("société anonyme"), the items of the financial statements of the companies consolidated, after Spir Communication Publisher, Holding, Aix-en-Pce Parent 317 082 675 100.00% 100.00% and is therefore subject to all official texts regulating French corporations, any restatements Adrexo Advertising distribution, Aix-en-Pce Full 315 549 352 100.00% 100.00% and is subject in particular to the French Code of Commerce. • dividing the shareholders’ equity and net income between the interests of Régicom Advertising agency, Aix-en-Pce Full 316 811 876 100.00% 100.00% the consolidating company and the interests of the other shareholders or Cip Administrative management, Aix-en-Pce Full 319 428 967 100.00% 100.00% The consolidated financial statements for the year 2006 were approved at partners, known as "minority interests" Imprimeries Ips Printer, Châteaurenard Full 304 711 369 100.00% 100.00% the Board of Directors meeting of 15 February 2007. These statements, • eliminating the transactions and accounts between the fully consolidated Concept Multimédia Publisher, Aix-en-Pce Full 399 146 356 97.91% 97.91% together with the comparative 2005 data, were prepared as per the company and the other consolidated companies Média Pic Publisher, Aix-en-Pce Full 429 596 968 100.00% 50.00% recognition and evaluation rules included in the IFRS standards and the Les Oiseaux Real estate, Châteaurenard Full 388 823 148 100.00% 100.00% IFRIC interpretations adopted by the European Union on 31 December The equity method applies to the companies in which the Group exercises France Diffusion Publisher, Aix-en-Pce Full 384 334 215 100.00% 100.00% 2006. a significant influence, which is assumed when the percentage of the Caradisiac Internet services, Paris Full 392 271 706 100.00% 100.00% The basic preparation of the consolidated financial information is thus a voting rights is between 20% and 50%. Three companies are concerned: Procar Internet services, Paris Full 409 374 337 100.00% 100.00% consequence of the IFRS standards and IFRIC interpretations that became 20 minutes France, Inter Hebdo and S3G Com. The Group has also applied Inter Régies Centre Ouest Advertising distribution, Aix-en-Pce Full 306 354 895 100.00% 100.00% mandatory as of 31 December 2006, as adopted on 31 December 2006 by paragraphs 38 to 40 of IAS 31, which proposes the equity method as an Les Iscles Printer, Châteaurenard Full 314 731 274 100.00% the European Union. alternative to the proportional consolidation for the companies A Nous Distriservice Advertising distribution, Aix-en-Pce Full 312 160 062 100.00% Province, Algo Communication and Editions Aixoises Multimédia. Adrexo Sud Ouest Advertising distribution, Aix-en-Pce Full 335 088 704 65.00% The preparation of the consolidated financial statements requires the Régie Publicitaire Nationale Advertising agency, Aix-en-Pce Full 492 625 017 70.00% group's Management to exercise its judgment in order to make estimates The difference between the acquisition cost and the fair value of the Concept Multimédia Belgium Publisher, Brussels Full Belgium 90.83% 90.83% and form hypotheses that shall have an impact on the application of the identifiable assets, liabilities, and any eventual liabilities of the acquired Concept 2M Spol Publisher, Prague Full Czech Rep. 97.91% 97.91% accounting methods and on the amounts reported in the financial company (residual element not allocated) is recognised in the balance Concept Multimédia Switzerland Publisher, Geneva Full Switzerland 96.91% 96.08% statements. These estimates and the underlying hypotheses are sheet under the heading "Goodwill" for the companies fully consolidated Dolphin Publishers Holding, London Full England 97.91% 97.91% continuously established and reviewed based on past experience and other and under the heading "Securities accounted for by the equity method" for Dolphin Magazines Publisher, London Full England 97.91% 97.91% factors that are considered to be reasonable due to the circumstances. The the companies where the Spir Communication Group exercises a significant Cubic Média Publisher, Brielle Full Netherlands 78.32% 78.32% actual values may be different from the estimated values. The estimates influence. Concept Multimédia Hungary Publisher, Budapest Full Hungary 94.64% 94.64% and underlying hypotheses are continuously reviewed. Any impact of 20 minutes France Publisher, Paris Mee 438 049 843 24,88% 24.88% changes in the reporting estimates is recognized during the period of Valuation methods and rules Inter Hebdo Publisher, Chartres Mee 388 061 780 25.00% 25.00% change it only affects that period, or during the period of change and the Editions Aixoises Multimédia Internet services, Aix-en-Pce Mee 490 072 063 50.00% subsequent periods if they are also affected by the change. 1) Business Combinations A Nous Province Publisher, Roubaix Mee 478 623 382 50.00% Algo Communication Publisher, Roubaix Mee 424 534 618 50.00% The consolidated financial statements are established based on the • Special rules for initial adoption: business combinations prior to the S3G Com Publisher, Pessac Mee 490 033 941 25.00% conventions of historical costs, except for certain categories of assets and transition date (1 January 2004) were not restated, as per the option Exedim Publisher, Pompadour Non consolidated 329 106 314 6.97% 41.97% liabilities, which comply with IFRS regulations. The affected categories are offered by IFRS 1. The assets and liabilities of the acquired company mentioned in the following notes. were maintained at their value as restated by group standards at the take-over date. The variation between this value and the acquisition Methods of consolidation costs of the shares is reported directly in goodwill. • Business combinations after 1 January 2004: these combinations are All the consolidated companies have a year end at 31 December 2006. recognised according to the acquisition method. Thus, at the acquisition All the shareholdings where Spir Communication exercises exclusive date of an exclusively controlled company, the assets, liabilities, and any control, directly or indirectly, have been consolidated according to the full eventual liabilities of the acquired company are recognised at their fair Notes to consolidated financial statements
14 Spir Annual Report 2006 Spir Annual Report 2006 15 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 value as per the IFRS instructions. The residual difference, which expenses (design planning phases and product definition) are reported as An impairment test was conducted at the date of transition to IFRS, and impairment of the asset), an irreversible depreciation is reported in the represents the difference between the acquisition cost and the share of expenditures. The amortisation of the capitalised development costs begins since this date at each year-end closing. Based on these tests, an income statement. the acquiring entity in the net assets evaluated at their fair value, is when the concerned product is made available for use. impairment was recognized on 31 December 2006 for the real estate The other financial assets correspond mainly to paid deposits and reported in goodwill. Depreciation tests are performed when applicable, as per the methods publication activity in England, for a total of €1,229,000. guarantees. described in the following paragraph. 2) Conversion of the financial statements of the foreign subsidiaries (*) The Spir Communication Group has defined its CGUs in the following 7) Stocks and work in progress 5) Tangible and intangible fixed assets manner: for France, each activity sector is considered to be a CGU; The balance sheets of companies whose functional currency is not the euro internationally, each country is considered to be a CGU. Raw material stocks are valued at their purchase price by applying the FIFO are converted into euros at the closing exchange rate, and their income As per the IAS 16 standard "Tangible fixed assets", and the IAS 38 standard method. The work in progress is valued at cost price. The difference statements and cash flows are converted using the average rate for the "Intangible fixed assets", only those elements whose costs can be reliably • Other intangible fixed assets: elements posted to intangible assets are between the cost price and the net realisable value is the subject of a entire financial period. The resulting exchange differences are posted to determined and for which it is probable that future economic advantages primarily development costs that have been capitalised or acquired (in depreciation. equity. exist are posted as assets. particular, software). Intangible assets are normally amortised on a straight- As per the IAS 36 standard "Impairment of assets", when events or line basis over periods of 1 to 5 years. 8) Treasury Shares 3) Conversion of transactions with foreign currency denominations modifications to the market environment indicate a risk of lost value on assets, they are subject to a detailed review in order to determine if their • Tangible fixed assets: tangible fixed assets are recognised at their The treasury shares are recorded at their acquisition cost minus equity. Transactions with foreign currency denominations are converted using the book value is less than their recoverable value. The recoverable value is acquisition cost for the Group, minus the cumulated amortisation and the Income from the disposal of these shares is posted directly in equity and applicable exchange rate at the time the transactions are made. At the end defined as the highest fair value, minus the disposal costs and the value in reported impairments. Amortisation is generally based on the following does not contribute to the income statement of the period. of the financial period, the monetary items with foreign currency use. The value in use is determined by discounting the future cashflows standard service lives: denominations are converted based on the closing exchange rate. The expected through the use and disposal of the asset. Purchases of treasury shares are intended: resulting exchange differences are posted to the income statement in "Cost In cases where the recoverable amount of an asset would be less than the Buildings 20 to 30 years • to cover employee stock option plans of gross financial debt". net book value, an impairment loss is recognised for the difference Technical fittings 5 to 8 years • or for regulating the share price as part of a liquidity contract as per the between the two amounts. The impairment losses for assets with a finite Technical equipment 5 to 12 years AFEI Business Ethics Charter of April 2001 that is entrusted to an 4) Research and Development Expenditures useful life can be integrated at a later date if the recoverable value is once Vehicles 3 to 5 years investment service provider again greater than the net book value. Other equipment and furniture 3 to 8 years As per the IAS 38 standard "Intangible fixed assets", research and 9) Employee benefits development expenses are recorded as expenditures in the accounting • Goodwill: goodwill is no longer amortised since the transition date to The economic amortisation method that has been used by the Group since period where they were incurred - except for development expenses, which IFRS, as per IFRS 3 standard "Business Combinations". January the 1st, 2005 is exclusively the straight-line method. For basic plans and other plans with defined contributions, the Group are posted in intangible fixed assets when they strictly comply with the They now undergo an impairment test once per year. The selected recognises the contributions to be paid as expenditures when they are due following criteria: methodology primarily consists of comparing the recoverable values of The leasing assets, which, in substance, transfer all the risks and and no provision is recognised, as the Group has no commitments beyond • the project is clearly identified and the accompanying costs can be each CGU in the Group(*) to the corresponding net assets (including advantages of the asset to the leaser, are recognised in fixed assets. the paid contributions. individually determined and reliably monitored goodwill). The recoverable values are primarily determined based on The residual value is taken into account in the depreciable amount if • the technical feasibility of the project has been demonstrated projections, discounted by the future operating cash flow over a period of applicable. The different elements of a tangible asset are recognised To determine committed expenses for end-of-career pension payments, the • an intention exists to complete the project and to use or sell the resulting ten years based on the perspectives for acquisition development and separately when their estimated period of use and thus their estimated provisions are determined as follows: The actuarial method that is used is products terminal value. The discount rate to be used for these calculations is depreciation period are substantially different. the "projected unit credit method "; in this method, the value of the • a potential market exists for the production that results from the project, 9.38%. The hypotheses that are used for variations in sales and terminal projected future benefits is determined, computed with each employee at or its utility within the company has been demonstrated values are reasonable and in compliance with the available market data for 6) Non-consolidated shareholding and other investments the moment he or she finishes their career. • the resources required to complete the project are available each CGU. Additional impairment tests are conducted if special events or The beneficiaries include all the employees of the group except the junior The development costs are amortised on a straight-line basis over the circumstances indicate any potential loss in value. As per the IAS 39 standard "Financial Instruments", shareholdings in non- salespeople of the free advertising publication activity and the distributors estimated time period that the concerned projects shall be useful. Impairment from goodwill cannot be reversed. consolidated companies are analysed as available for sale, and are thus in the distribution activity. Software is a special case; the duration is determined over the probable Goodwill for companies accounted for by the equity method are recognised recognised at their fair value. If the fair value cannot be reliably determined, period that the software shall be used. as securities from equity method. When the impairment criteria as defined the shares are recognised at their acquisition cost. The changes in fair The following elements are used to perform the calculation: The development costs for the capitalised software are those incurred in IAS 39 indicate that securities from the equity method may have lost value are recorded directly in equity. If objective evidence exists for the • a discount rate corresponding to the TEC 10 on 31 December of each during the programming, codification and testing. Previously incurred value, the amount is determined as per the rules defined in IAS 28. depreciation of a financial asset (in particular, a significant or long-term year. For 2006, the rate used was 3.83%. Notes to consolidated financial statements
16 Spir Annual Report 2006 Spir Annual Report 2006 17 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 • hypotheses for salary increases and staff turnover calculated per income statement, excluding the concessions for the coverage accounting. In compliance with the option proposed by IFRS 2, only stock option plans company over an 8-year period For coverage needs, the coverage is qualified either as fair value coverage subsequent to 7 November 2002 and for which the rights were acquired • a mortality rate corresponding to the TD 88/90 tables, distinguishing when they cover exposure to variations in the fair value of a recognised after 1 January 2005 were recognised. between Men and Women asset or liability, or as cash flow coverage when they cover the exposure to • a rate of social security contributions of 42% of the gross amount variations in cash flow that may be attributed to a posted asset or liability 15) Recognising revenue • the consequences of the Fillon Law having, in particular, the effect of or a scheduled transaction. fixing a retirement age at 62, after 42 annual contributions Thus, the variations in fair value of the Group's derivatives that are eligible In compliance with the instructions for the IAS 18 standard "Revenue", for cash flow coverage are recognised directly in equity for the effective revenues of the Spir Communication Group are recognised in the following 10) Deferred taxes portion of the coverage, and in the income statement for the ineffective cases: portion. The cumulated profits and losses are removed from equity and •it is probable that the economic advantages resulting from the Deferred taxes are calculated for all the temporary differences between the included in the income statement of the accounting period in which the transaction will benefit the group taxable base and the book value of the assets and liabilities. These include foreseen covered transaction affects income. • the revenue amount can be reliably measured the elimination of entries reported in the individual accounts of the For those derivatives that do not comply with the criteria for coverage • on the transaction date, it is probable that the selling amount will be subsidiaries as per the application of tax concession options. The balance accounting, the variations in fair value for these instruments are recognised recovered sheet liability for the carried-forward variable method is applied, and the immediately in the income statement. impacts of modifications to the tax rates are posted in equity entries or in More specifically, a distinction is made between the following principles for the income statement of the accounting period during which the rate 13) Cash and cash equivalents recognising sales: change was adopted. Deferred tax assets are posted in the balance sheet since the company will As per the IAS 7 standard "Cash flow statements", the cashflow included • advertising revenues are recognised for their net amount, without trade dispose of taxable revenues in the future, to which these assets can be in the consolidation cash flow statements includes cash-on-hand and discounts posted. short-term, liquid investments. • the revenues for the activities are received upon completion of the The rate of deferred taxation used is 34.43%. As per the IAS 39 standard "Financial Instruments", the marketable service (appearance of newspapers, distribution of printed advertising The deferred tax assets and liabilities are compensated for in the balance securities are evaluated at their fair value. Variations in fair value are matter, etc.) and/or when the products are delivered (Printing activity) sheet for companies that are integrated with respect to taxation. recognised in the income statement (in financial income and expenses for The deferred tax assets and liabilities are not discounted. cash-on-hand and marketable securities).
11) Cost of financing 14) Stock options and purchases
It includes revenues and expenses from interest on the net consolidated As per the instructions included in the IFRS 2 standard "Share-based debt, comprised of borrowings, other financial debts (including debts on Payment", the stock options or purchases attributed to employees are financing leases) and the total cash flow (cash, cash equivalents, and recognised in the financial statements in the following manner: the fair marketable securities). value of the attributed options, which are estimated to correspond to the fair value of the services rendered by the employees recognized against the 12) Derivatives received options, is determined at the allocation date. It is posted to the period in which the rights were acquired as an increase to equity on the The Group makes use of risk management instruments for rates related to "Share-based payments" line and a decrease to the income statement on the financing of its investments (financing leases). Interest rate swaps are the "Employee expenses" line. used by the Group to swap rates on variable-rate debts for fixed rates, and The fair value of the stock options is determined according to the Black and thus to borrow at a fixed rate. At predetermined intervals, the Group and its Scholes method. This method takes into account the characteristics of the counterpart swap the difference between the agreed-on fixed rate and the plan (accounting period, period price), the current market data when variable rate, calculated based on the notional amount of the swap. granted (no-risk rate, price of the share, volatility, expected dividends) and The derivatives are estimated at their fair price. The profit or loss resulting a behaviour hypothesis for the beneficiaries (application of a turn-over from the re-evaluation at the fair value is immediately recognised in the rate). Notes to consolidated financial statements
18 Spir Annual Report 2006 Spir Annual Report 2006 19 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Details of 2006 variations, by activity sector 31/12/2005 Increase Reduction Fusion Inter-account 31/12/2006 Explanation of balance (in thousands of euros) IFRS movements IFRS Free advertising publications 65,781 1,254 6,284 0060,751 Including 50% acquisition of Mediapic by Spir Communication 1,254 Including disposal of business Not' Info by Spir Communication 1,477 sheet and income Including partial contribution of assets by Spir Comunication to S3G Com 4,807 Distribution of printed matter 23,994 13,950 22 0 (60) 37,862 Including acquisition by Adrexo of 65% of Adrexo Sud Ouest with cash and partial distribution of assets 12,471 Including purchase of 100% of Distriservice by Adrexo 1,407 statement items Other movements 72 22 (60) Real estate publications 28,280 172 1,287 0027,165 Including increased % in holdings of Concept Multimedia Switzerland 14 Note 1 Analysis of goodwill Including reduction of price, Concept Multimedia England 58 Including impairment, Concept Multimedia England 1,229 Movements, 2006 31/12/2005 Increase Reduction Merger Inter-account 31/12/2006 Including price supplement, Concept Multimedia business 158 (in thousands of euros) IFRS movements IFRS Printing 6,287 00006,287 Net goodwill 147,529 15,376 7,593 0 (60) 155,252 Internet 23,187 000023,187 Yearly variations 147,529 15,376 7,593 0 (60) 155,252 Movements, 2005 31/12/2004 Increase Reduction Merger Inter-account 31/12/2005 (in thousands of euros) IFRS movements IFRS Details of 2006 variations, by country Net goodwill 119,649 26,740 0 1,159 (19) 147,529 31/12/2005 Increase Reduction Fusion Inter-account 31/12/2006 (in thousands of euros) IFRS movements IFRS France 134,635 15,362 6,306 0 (60) 143,631 Including 50% acquisition of Mediapic by Spir Communication 1,254 Including disposal of business Not' Info by Spir Communication 1,477 Including partial contribution of assets by Spir Comunication to S3G Com 4,807 Including acquisition by Adrexo of 65% of Adrexo Sud Ouest with cash and partial distribution of assets 12,471 Including purchase of 100% of Distriservice by Adrexo 1,407 Including price supplement, Concept Multimedia business 158 Other movements 72 22 (60) Belgium 2,508 00002,508 Switzerland 1,147 14 00 01,161 Including increased % in holdings of Concept Multimedia Switzerland 14 England 1,302 1,287 0015 Including reduction of price, Concept Multimedia England 58 Including impairment, Concept Multimedia England 1,229 Netherlands 7,543 00007,543 Czech Republic 394 0000394 Hungary 000000 Yearly variations 147,529 15,376 7,593 0 (60) 155,252
20 Spir Annual Report 2006 Spir Annual Report 2006 21 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Note 2 Variation in intangible fixed assets Note 3 Variation in tangible fixed assets Movements 2006 31/12/2005 Increase Reduction Inter-account Scope 31/12/2006 Movements 2006 31/12/2005 Increase Reduction Inter-account Scope 31/12/2006 IFRS movements and merger IFRS IFRS movements and merger IFRS (in thousands of euros) variation (in thousands of euros) variation Leases 4,491 489 150 (704) 0 4,126 Land 1,390 00 91 427 1,908 Software, trademarks 16,614 3,927 1,994 2,135 660 21,342 Buildings 23,567 1,038 1,186 774 4,744 28,937 Other intangible fixed assets 3,669 941 (2,075) 2,535 Technical materials, industr. equipment 60,245 3,695 1,368 2,662 159 65,393 Intangible fixed assets, gross 24,774 5,357 2,144 (644) 660 28,003 Other tangible fixed assets 55,743 8,189 7,325 1,173 642 58,422 Tangible fixed assets in progress 2,980 19,301 0 (2,955) 54 19,380 - Software, trademarks 9,435 3,075 1,894 632 11,248 Advances and deposits 1,199 00(1,041) 0 158 - Other intangible fixed assets 807 32 839 Gross tangible fixed assets 145,124 32,223 9,879 704 6,026 174,198 Amort. of intangible fixed assets 10,242 3,107 1,894 0 632 12,087 Net intangible fixed assets 14,532 2,250 250 (644) 28 15,916 Buildings 7,670 1,198 659 008,209 Tech. installations, mat.& ind.equ. 27,480 5,711 1,287 0 99 32,003 Movements 2005 31/12/2004 Increase Reduction Inter-account Scope 31/12/2005 Other tangible fixed assets 33,578 8,444 6,415 0 415 36,022 IFRS movements and merger IFRS Amort. of tangible fixed assets 68,728 15,353 8,361 0 514 76,234 (in thousands of euros) variation Net tangible fixed assets 76,396 16,870 1,518 704 5,512 97,964 Leases 4,540 69 118 4,491 Software, trademarks 9,771 5,169 192 1,438 428 16,614 Movements 2005 31/12/2004 Increase Reduction Inter-account Scope 31/12/2005 Other intangible fixed assets 1,440 2,701 12 (1,349) 889 3,669 IFRS movements and merger IFRS Intangible fixed assets, gross 15,751 7,939 322 89 1,317 24,774 (in thousands of euros) variation Land 1,390 00 001,390 Software, trademarks 7,199 2,182 191 245 9,435 Buildings 23,473 10 0 58 26 23,567 Other intangible fixed assets 12 819 807 Inst. Technical materials, industr. equipment 52,653 11,694 4,164 0 62 60,245 Amort. of intangible fixed assets 7,199 2,182 203 0 1,064 10,242 Other tangible fixed assets 52,488 10,602 8,505 696 462 55,743 Net intangible fixed assets 8,552 5,757 119 89 253 14,532 Tangible fixed assets in progress 781 2,916 0 (717) 0 2,980 Advances and deposits 925 274 0001,199 The Group invested more than 5 million euros to complete the finishing work on its new IT system for the distribution of Gross tangible fixed assets 131,710 25,496 12,669 37 550 145,124 printed matter activity following the application of a new collective bargaining agreement, and also for the upgrading of its Internet sites and in various IT projects. Buildings 6,477 1,142 0 41 10 7,670 Tech. installations, mat.& ind.equ. 26,123 4,874 3,564 0 47 27,480 Other tangible fixed assets 32,901 7,899 7,556 66 268 33,578 Amort. of tangible fixed assets 65,501 13,915 11,120 107 325 68,728 Net tangible fixed assets 66,209 11,581 1,549 (70) 225 76,396
The Group invested more than €32 million in equipment. The principal investments were: • The current acquisition by the printing activity of a new rotary press at the Châteaurenard plant that will replace the current equipment The machine represents a total amount of 13,500,000 euros, to which a portion of the accompanying technical equipment for 1,380,000 euros must be added, plus the building and annexes, for 3,441,000 euros. • The extension by the printing activity of the Reyrieux facility for a total of 1,038,000 euros, as well as the acquisition of an inserting machine at the printing plant for 460,000 euros. Explanation of balance sheetincome and statement items
22 Spir Annual Report 2006 Spir Annual Report 2006 23 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 • The acquisition of colouring units by the printing activity for the Fouilloy and Moncé plants in order to increase the four-colour Note 4 Analysis of securities by equity method free advertising newspaper printing capacity, for €2,875,000. • The balance, totalling € 9,529,000, consisted of current investments concerning the operating of our agencies and our 7 companies are accounted for by the equity method: distribution centres. Gross value Consolidated Share Opening Scope Dividends Share Closing reserves of value variation received of value Fixed assets financed by financing leases: (in thousands of euros) opening position 2005 for a year 2006 The following tangible fixed assets were financed by financing leases: 20 minutes France 9,500 (7,867) (1,491) 142 (1,015) (873) • the buildings for the printing plants and the head office Exedim 263 591 148 1,002 (1,002) 0 • the heavy equipment for the printing activity Inter Hebdo 450 38 488 (19) 21 490 Algo Communication 0 176 (319) (143) The same depreciation methods and periods are applied to these fixed assets as to fixed assets acquired. A Nous Province 0 500 (659) (159) Editions Aixoises Multimédia 0 1,300 (934) 366 Fixed assets financed by financing leases: S3G Com 0 36,150 1,008 37,158 Gross value Depreciation Net book value Total 10,213 (7,276) (1,305) 1,632 37,124 (19) (1,898) 36,839 (in thousands of euros) 31/12/2006 31/12/2006 31/12/2006 Advance to 20 minutes France 3,750 3,750 3,750 Head office land 924 0 924 Securities accounted for by the Head office construction 8,932 695 8,237 equity method 13,963 (7,276) (1,305) 5,382 37,124 (19) (1,898) 40,589 Fouilloy building 3,963 2,192 1,771 Rotoman rotary press 1,006 934 72 The characteristics of these companies were the following (individual accounts): Fouilloy Mainstream rotary press 10,138 3,555 6,583 Reyrieux Mainstream rotary press 10,163 3,141 7,022 Sales Total Net Reyrieux Goss rotary press 7,611 634 6,977 (in thousands of euros) net assets income Châteaurenard Mainstream rotary press 11,511 0 11,511 20 minutes France 43,133 17,475 (6,115) Tangible fixed assets in leases 54,248 11,151 43,097 Inter Hebdo 1,744 NC 81 Algo Communication 1,126 516 (438) A Nous Province 1,604 874 (1,331) Other information about fixed assets financed by financing leases are included in "Note 13 – Breakdown of borrowings and Editions Aixoises Multimédia 0 1,864 (1,867) financial liabilities". S3G Com 37,000 65,875 3,775
• The company 20 minutes France, created in 2002, publishes 8 free daily informational newspapers (Paris, Bordeaux, Lille, Lyons, Marseilles, Nantes, Toulouse and Strasbourg), with an average distribution of 805,000 copies. • The company Inter Hebdo publishes a free advertising newspaper in Chartres. • The companies Algo Communication and A Nous Province publish free press newspapers under the brand name A Nous in Lille, Lyons, Marseilles and Nice. • The company Editions Aixoises Multimédia publishes the Internet site leboncoin.fr. • The company S3G Com publishes 55 free advertising newspapers in Southwest France. Explanation of balance sheetincome and statement items
24 Spir Annual Report 2006 Spir Annual Report 2006 25 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Note 5 Variations of other financial assets Note 6 Deferred taxes Movements 2006 31/12/2005 Increase Reduction Fair value Scope and 31/12/2006 IFRS evaluation merger IFRS The deferred tax assets and liabilities were offset for the companies that were consolidated with respect to taxes. (in thousands of euros) variation (in thousands of euros) 31/12/2006 31/12/2005 Variation affecting Other shareholdings 1,139 0 26 210 148 1,471 2006 income Loans, guarantees, and other receivables 2,553 542 510 0 29 2,614 Deferred taxes, assets 5,562 8,753 Other financial assets, gross 3,692 542 536 210 177 4,085 Deferred taxes, liabilities (1,428) (1,306) Net deferred taxes, assets 4,134 7,447 Other shareholdings 48 000048 including use of losses, Média Pic 0 320 (320) Others 32 000032 including use of losses, Caradisiac 4,486 4,871 (385) Depreciation, other financial assets 80 000080 including use of losses, Inter Régies Centre Ouest 0 113 (113) Other financial assets, net 3,612 542 536 210 177 4,005 including use of losses, Adrexo Sud Ouest 621 0 380 including use of losses, Distriservice 00 (33) Movements, 2005 31/12/2004 Increase Reduction Fair value Scope and 31/12/2005 including use of losses, Régie Publicitaire Nationale 107 0 107 IFRS evaluation merger IFRS (in thousands of euros) variation including deferred tax liabilities on temporary differences (1,080) 2,143 (1,848) Other shareholdings 1,145 1,659 00(1,665) 1,139 Total 4,134 7,447 (2,212) Loans, guarantees, and other receivables 2,047 710 252 0 48 2,553 Other financial assets, gross 3,192 2,369 252 0 (1,617) 3,692 Note 7 Details of stocks and work in progress Other shareholdings 48 000048 (in thousands of euros) 31/12/2006 31/12/2005 Others 32 000032 Raw materials and other supplies 5,636 5,105 Depreciation, other financial assets 80 000080 Work in progress 880 697 Other financial assets, net 3,112 2,369 252 0 (1,617) 3,612 Total, gross 6,516 5,802
The variation in scope on the other shareholdings is due to the value of the 7% shareholding in Exedim still owned by Spir Provisions for depreciation (147) (103) Communication. Since the protocol calls for the disposal of the 7% shareholding in 2007 for a total price of €357,000, the Total, net 6,369 5,699 difference between the company value and the disposal price is recorded in fair value evaluation for €210,000. Stocks of raw materials consist mainly of 45-gram newsprint used by the 5 printing plants of Imprimeries IPS.
Work in progress represents the newspapers that had been produced on 31/12/2006 but which had not been distributed. This work in progress is calculated at cost price including the direct and indirect production costs of the newspapers concerned.
The provisions for depreciation concern paper with a turnover that is too slow and for which the risk of non-utilisation is high. Explanation of balance sheetincome and statement items
26 Spir Annual Report 2006 Spir Annual Report 2006 27 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Note 8 Trade and other receivables Note 11 Reconciliation of parent company net income with consolidated net income (in thousands of euros) 31/12/2006 31/12/2005 (in thousands of euros) 31/12/2006 31/12/2005 Accounts receivable and related accounts 131,588 131,663 IFRS IFRS SPIR Subsidiaries Total Total Receivables, employees and labour organisations 1,008 641 Restatements of regulated provisions 0 402 402 536 Tax receivables, excluding corp. tax 10,065 7,179 Current accounts, assets 220 210 Elimination of set-up costs 00 0 2 Receivables, disposal of assets 13 53 Updating of retirement payment commitments 00 0412 Other receivables 2,237 1,899 Restatements of financing leases 433 671 1,104 1,354 Total, gross 145,131 141,645 Financial instruments: change in fair value 611 0 611 (611) Share-based payments (426) (712) (1,138) (381) Provisions for depreciation of trade receivables (16,253) (14,693) Operations on treasury shares 405 0 405 1,086 Total, provisions (16,253) (14,693) Return to historical value of merged shares 00 0(6,500) Impact of mergers-absorptions on consolidated companies 00 0 28 Total, net 128,878 126,952 Adjustment of parent company net income 00 0(19) Amounts, within one year 128,878 126,952 Restatement of fixed-asset purchase costs 0 16 16 1,187 The tax receivables excluding corporate taxes correspond primarily to the deductible VAT on unpaid invoices on 31/12/2006. Amortisation on fair value valuation 0 (42) (42) (122) Elimination of depreciation provision for subsidiaries 1,850 3,246 5,096 1,315 Elimination of the dividends received (20,696) (491) (21,187) (22,605) Deferred taxes (465) (1,747) (2,212) (700) Note 9 Other current assets Restatement of translation differences as income 0 (45) (45) 0 Correction, capital gains on disposals of shares and contributions (1,651) 8,611 6,960 0 (in thousands of euros) 31/12/2006 31/12/2005 Depreciation on goodwill 0 (1,229) (1,229) 0 Charges reported in advance 1,332 1,453 Share of companies accounted for by the equity method 0 (1,898) (1,898) (1,304) Total, other current assets 1,332 1,453
Consolidated net income 18,410 34,145 52,555 49,534 Note 10 Position of cash and cash equivalents Net income, minority interests 0 (225) (225) 44 Net income (Group share) 18,410 34,370 52,780 49,490 (in thousands of euros) 31/12/2006 31/12/2005 Cash on hand 8,956 6,856 SICAV and mutual funds 45 22,384 Note 12 Analysis of minority interests Total, cash and cash equivalents 9,001 29,240 (in thousands of euros) 31/12/2006 31/12/2005 Marketable securities consist entirely of SICAV and monetary mutual funds, recognized during subscription, for a sum of Rights at the start of year 4,283 4,165 €45,000. Merger-absorption, B&M Mediagroep 0 33 Subscription, increase in capital of Concept Multimédia Switzerland 12 19 Purchase of 0.24% of Concept Multimédia shares 0 22 Acquisition, 65% of Adrexo Sud Ouest 854 0 Acquisition, 50% of Mediapic (4,016) 0 Subscription, capital of Régie Publicitaire Nationale 30 0 Rights before net income for the year 1,163 4,239 Net income for the year (225) 44 Rights at the end of the year 938 4,283
Commitments to buy back shares from minority interests in certain subsidiaries have been made, and shall be calculated based on a coefficient using future results. No commitment can be evaluated with complete accuracy at this time. Explanation of balance sheetincome and statement items
28 Spir Annual Report 2006 Spir Annual Report 2006 29 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Note 13 Breakdown of borrowings and financial liabilities Variation in borrowings and financial liabilities (in thousands of euros) Total 1 to 5 years + 5 years 31/12/2005 Increase Reduction Inter-account Scope 31/12/2006 Restated lease and borrowings 34,963 22,763 12,200 IFRS movements and merger IFRS (in thousands of euros) variation Other borrowings and financial liabilities 41 41 0 Restated lease and borrowings 27,834 11,511 58 602 (4,926) 34,963 Sub-total, borrowings and long-term financial debts 35,004 22,804 12,200 Other borrowings and financial liabilities 41 41 Recognition of fair value coverage on swaps (153) Recognition of fair value coverage on swaps 820 973 (153) Total, borrowings and long-term financial debts 34,851 Total borrowings and financial liabilities 28,695 11,511 1,031 602 (4,926) 34,851 Restated lease and borrowings 4,411 Restated lease and borrowings 3,863 4,378 4,926 4,411 Bank facilities 7,314 Bank facilities 0 7,314 7,314 Other borrowings and financial liabilities 109 Other borrowings and financial liabilities 2 157 51 1 109 Total borrowings and bank facilities (less than one year) 11,834 Total borrowings and bank facilities (less than one year) 3,865 7,471 4,429 1 4,926 11,834 The restated lease represents the major portion of Group debt € in the consolidated financial statements by the reintegration of The increase in the restated leases and borrowings is a result of the leasing for the new Goss rotary press currently being 38,821,000 – and concerns in particular: the fair value for €611,000. A new rate swap with a fixed rate of 4.36% over a period of 8 installed at the Châteaurenard plant. • for €11,001,000 the financing for 2 Mainstream Heidelberg years, spread included, was implemented. Note 14 Employee debts rotary presses, which entered service respectively on 15 October The rate derivative is eligible for recognition in fair value 2002 at the Fouilloy plant and on 15 April 2003 at the Reyrieux coverage because of its perfectly identifiable underlying support; Employee debts are entirely made up of provisions for pensions and retirement. plant. the variation in the derivative value is amply compensated in the These two rotary presses have been financed by two variable- income statement by the variation of the underlying financial 31/12/2005 Increase Reduction 31/12/2006 rate leases indexed to the 6-month Euribor, one of which has debt. The fair value of the effective swap is included in the (in thousands of euros) IFRS IFRS been the subject of an interest rate swap entailing financing at consolidated accounts at the closing of the year for (€69,000) Provisions for pensions and retirements 2,117 278 131 2,264 the fixed rate of 4.52% over a period of 8 years, spread included. with no impact on the consolidated income statement. Total, employee debts 2,117 278 131 2,264 The rate derivative is eligible for recognition in fair value coverage because of its perfectly identifiable underlying support; • for €7,112,000, the financing of 2 Goss rotary presses that Note 15 the variation in the derivative value is amply compensated in the entered service in late 2005 at the Reyrieux plant. Suppliers and other creditors income statement by the variation of the underlying financial Both rotary presses were financed by a variable-rate lease (in thousands of euros) 31/12/2006 31/12/2005 debt. The fair value of the effective swap is included in the indexed to the 6-month Euribor over a period of 8 years. Accounts payable 30,519 28,883 consolidated accounts at the closing of the year for 20,000 with € Debts from purchases of assets 9,424 9,072 no impact on the consolidated income statement. • for 11,511,000, the current financing of the Goss rotary € Social liabilities 66,285 57,308 presses that will enter service in early 2007 at the Châteaurenard Tax liabilities 31,170 34,164 • for 8,177,000 the financing of the main offices in Aix-en- plant. € Creditor current accounts 1,663 190 Provence by a variable-rate lease indexed to the 3-month Euribor The rotary press is being financed through a variable-rate lease Other liabilities 1,640 1,971 over a period of 12 years. indexed to the 3-month Euribor, which has been the subject of an Total, suppliers and other creditors 140,701 131,588 A portion of this lease (90%) had been subject to an interest rate interest rate swap entailing financing at the fixed rate of 4.17% Amounts, within one year 140,701 131,588 swap over a period of 8 years. over a period of 8 years, spread included. The fair value of the swap, considered ineffective because it was The rate derivative is eligible for recognition in fair value speculative, was included in the 2005 year-end consolidated coverage because of its perfectly identifiable underlying support; financial statements and had an impact on income of €611,000 the variation in the derivative value is amply compensated in the recognised in the item "cost of gross financial debt". In 2006, income statement by the variation of the underlying financial Spir Communication negotiated the cancellation of the swap for debt. The fair value of the effective swap is included in the a balancing payment of €940,000 recognised on the item "Cost consolidated accounts at the closing of the year for (€104,000) of gross financial debt". This entry was partially compensated for with no impact on the consolidated income statement. Explanation of balance sheetincome and statement items
30 Spir Annual Report 2006 Spir Annual Report 2006 31 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Note 16 Provisions and other current liabilities 31/12/2006 31/12/2005 Variations (in thousands of euros) IFRS IFRS (in thousands of euros) 31/12/2006 31/12/2005 Real estate publications Provisions for employee disputes – less than one year 1,688 1,399 Total sales of the business 85,384 69,266 23.3% Provisions for commercial disputes – less than one year 218 339 Current operating income 12,480 6,846 82.3% Provisions for risks – less than one year 659 172 Operating income 10,348 6,867 50.7% Revenues reported in advance 916 935 Operating income, as % of sales 12.1% 9.9% Total, provisions and other current liabilities 3,481 2,845 Tangible and intangible fixed assets 30,797 31,614 -2.6% Tangible and intangible investments 2,443 4,155 -41.2% Variation for provisions Number of employees 483 447 31/12/2005 Increase Reductions Reductions 31/12/2006 Non-Group sales, net 85,249 69,129 23.3% (provisions (provisions (in thousands of euros) used) not used) Printing Provisions for employee disputes – less than one year 1,399 980 264 427 1,688 Total sales of the business 134,835 128,599 4.8% Provisions for commercial disputes – less than one year 339 48 5 164 218 Current operating income 14,777 13,919 6.2% Provisions for risks – less than one year 172 545 5 53 659 Operating income 14,881 14,077 5.7% Total, provisions 1,910 1,573 274 644 2,565 Operating income, as % of sales 11.0% 10.9% Tangible and intangible fixed assets 74,295 51,684 43.7% Note 17 Information by sector of activity Tangible and intangible investments 25,284 15,973 58.3% Number of employees 724 715 The information contained in this note complies with the definition of activity sectors selected for the financial statements Non-Group sales, net 31,125 32,526 -4.3% established as per the IFRS accounting methods (IAS 14). The Spir Communication Group selected these activity sectors as the primary sector information level and the geographic sectors Internet (6 months over 2005) as the secondary level. This breakdown faithfully reflects the operational and managerial structure of the Group. Five activity Total sales of the business 5,767 2,270 sectors and two geographic sectors were defined. Current operating income 1,283 536 Operating income 1,285 536 a) Information by activity sector Operating income, as % of sales 22.3% 23.6% Tangible and intangible fixed assets 24,432 23,711 31/12/2006 31/12/2005 Variations Tangible and intangible investments 1,100 23,452 (in thousands of euros) IFRS IFRS Number of employees 52 28 Free advertising publications Non-Group sales, net 5,717 2,270 Total sales of the business 236,547 239,908 -1.4% Current operating income 18,255 29,746 -38.6% Sub-total, Media Operating income 22,054 26,011 -15.2% Total sales of the business 354,480 340,331 4.2% Operating income, as % of sales 9.3% 10.8% Current operating income 46,795 51,047 -8.3% Tangible and intangible fixed assets 95,512 101,137 -5.6% Operating income 48,568 47,491 2.3% Tangible and intangible investments 7,611 11,548 -34.1% Operating income, as % of sales 13.7% 14.0% Number of employees 1,414 1,396 Tangible and intangible fixed assets 225,036 208,146 8.1% Non-Group sales, net 220,448 227,320 -3.0% Tangible and intangible investments 36,438 55,128 -33.9% Number of employees 2,673 2,586 Non-Group sales, net 342,539 331,245 3.4% Explanation of balance sheetincome and statement items
32 Spir Annual Report 2006 Spir Annual Report 2006 33 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 31/12/2006 31/12/2005 Variations 31/12/2006 31/12/2005 Variations (in thousands of euros) IFRS IFRS (in thousands of euros) IFRS IFRS Distribution of printed matter Other European countries Total sales of the business 267,681 258,795 3.4% Net sales of geographic area 18,067 14,645 23.4% Current operating income 22,399 33,058 -32.2% Current operating income (353) (1,335) 73.6% Operating income 28,910 32,530 -11.1% Operating income (2,173) (1,335) -62.8% Operating income, as % of sales 10.8% 12.6% Operating income, as % of sales -12.0% -9.1% Tangible and intangible fixed assets 44,096 30,311 45.5% Tangible and intangible fixed assets 12,700 13,908 -8.7% Tangible and intangible investments 16,507 5,047 227.1% Tangible and intangible investments 686 1,458 -52.9% Permanent employees 1,451 1,514 Number of employees 132 133 Distributors 22,671 26,535 Non-Group sales, net 246,006 237,469 3.6% Total Spir Communication Non-Group sales, net 588,545 568,714 3.5% Sub-total, Non-media Current operating income 69,194 84,105 -17.7% Total sales of the business 267,681 258,795 3.4% Operating income 77,478 80,021 -3.2% Current operating income 22,399 33,058 -32.2% Operating income, as % of sales 13.2% 14.1% Operating income 28,910 32,530 -11.1% Tangible and intangible fixed assets 269,132 238,457 12.9% Operating income, as % of sales 10.8% 12.6% Tangible and intangible investments 52,945 60,175 -12.0% Tangible and intangible fixed assets 44,096 30,311 45.5% Number of employees 4,124 4,100 Tangible and intangible investments 16,507 5,047 227.1% The "Tangible and intangible fixed assets" account includes the goodwill at their net book value. Permanent employees 1,451 1,514 Distributors 22,671 26,535 Note 18 Restructuring costs and other operating costs and income Non-Group sales, net 246,006 237,469 3.6% 2006 Free advertising Specialised Printing Internet Distribution of Total Total Spir Communication publications Real Estate printed matter Non-Group sales, net 588,545 568,714 3.5% (in thousands of euros) Magazines Current operating income 69,194 84,105 -17.7% Income from disposal of 35% of Exedim 965 965 Operating income 77,478 80,021 -3.2% Loss, disposal of Notinfo business (1,278) (1,278) Operating income, as % of sales 13.2% 14.1% Closing of Concept Multimedia England (1,981) (1,981) Tangible and intangible fixed assets 269,132 238,457 12.9% Capital gain, Adrexo contribution to Adrexo Sud Ouest 8,611 8,611 Tangible and intangible investments 52,945 60,175 -12.0% Capital gain, Spir contribution to S3G Com 4,656 4,656 Number of employees 4,124 4,100 Loss, Adrexo Mail (1,810) (1,810) The "Tangible and intangible fixed assets" account includes the goodwill at their net book value. Environmental contribution (510) (80) (590) Others (34) (71) 104 2 (290) (289) b/ Information by geographic area Total, 2006 restructuring costs 31/12/2006 31/12/2005 Variations and other operating costs and income 3,799 (2,132) 104 2 6,511 8,284 (in thousands of euros) IFRS IFRS France The legal operations required for the merger with Groupe S3G in Southwest France resulted in the following: Net sales of geographic area 570,478 554,069 3.0% • posting of a contribution gain of €4,656,000 to the free advertising publications activity, corresponding to the difference Current operating income 69,547 85,440 -18.6% between the value of the contribution and the book value of the funds contributed to S3G Com, Operating income 79,651 81,356 -2.1% • posting of a contribution gain of €8,611,000, corresponding to the difference between the contribution value and the book Operating income, as % of sales 14.0% 14.7% value of the activity contributed to Kicible (which became Adrexo Sud Ouest), which had primarily been created by Adrexo. Tangible and intangible fixed assets 256,432 224,549 14.2% Tangible and intangible investments 52,259 58,717 -11.0% Number of employees 3,992 3,967 Explanation of balance sheetincome and statement items
34 Spir Annual Report 2006 Spir Annual Report 2006 35 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 The following was also recorded in 2006: Note 20 Tax charge • All losses resulting from the closing of Concept Multimédia England, totalling €1,981,000. This amount includes both the goodwill losses and the costs of closing the subsidiary. Deferred taxes are calculated at the rate of 34.43 % for the companies within the perimeter of consolidation. • Losses incurred from experimentations in the Addressed Mail activity, primarily in French Department 92 where distribution Breakdown of tax offices were set up, approximately one hundred couriers were recruited, and distribution tests for addressed mail were (in thousands of euros) 31/12/2006 31/12/2005 performed with customers. Tax payable 19,796 27,924 Deferred tax 2,212 700 2005 Free advertising Specialised Printing Internet Distribution of Total Total corporation tax 22,008 28,624 publications Real Estate printed matter (in thousands of euros) Magazines Restructuring, Classified ads (1,085) (1,085) The difference with the normal tax rate in France of 34.43% is analysed as follows: Restructuring, Régies employment (407) (407) Proof of taxation Restructuring, Management (1,812) (400) (2,212) (in thousands of euros) 31/12/2006 31/12/2005 Restructuring, Chartres (234) (234) Consolidated net income 52,555 49,534 Others (146) (146) Share of net income of companies accounted for by the equity method 1,898 1,304 Total, 2005 restructuring costs Capital gains, taxed at reduced rate (965) 0 and other operating costs and income (3,450) (634) (4,084) Note 19 Neutralisation of tax deferment 1,278 0 Cost of net financial debt Non-taxable capital gains (13,267) 0 Depreciation, England 1,229 0 (in thousands of euros) 31/12/2006 31/12/2005 Corporation tax 22,008 28,624 Net proceeds from disposals of marketable securities 655 1,076 Income taxable at the ordinary rate 64,736 79,462 Total, income from cash and cash equivalents 655 1,076 Applicable taxation rate 34.43% 34.93% Interest expenses (1,746) (1,732) Theoretical tax expense at applicable rate 22,289 27,758 Received dividends 23 28 Permanent restatements 341 223 Exchange gains and losses (38) 21 Tax credit on donations (99) 0 Merger revenue and expenses 0 26 Other tax credits (141) 0 Others 89 22 Provision for investment (145) (133) Total, cost of gross financial debt (1,672) (1,635) Share-based payments 392 133 Total, cost of net financial debt (1,017) (559) Maintaining corp. income tax economy on depreciation, England (1,109) 0 Deficits not activated on companies not consolidated for taxes 43 0 The interest expenses correspond for the most part to: Variation in tax rates on foreign companies 621 572 • the interest paid within the framework of lease financing, for €1,049,000 Difference of tax rate on French companies (25) 71 • balancing payment of €940,000 for the cancellation of an ineffective swap, partially compensated by the reintegration of the Rate variation, deferred tax (99) 0 swap's fair value for €611,000 Other variations (60) 0 Reported company tax charge 22,008 28,624 Explanation of balance sheetincome and statement items
36 Spir Annual Report 2006 Spir Annual Report 2006 37 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Note 21 Share-based payments (stock option or acquisition plans) Note 23 Managers
(in thousands of euros) The total remuneration and benefits of any kind allocated during the year to the 8 people ensuring the Management of the Allocation date Exercise price Valid, Resulting Accounting Fair value Fair value Variation and type of option (1 share for 1 option) non-exercised increase period of share-based of share-based for Group amounted to €3,023,000. options on in capital, if any payments payments year 31/12/2006 31/12/2005 31/12/2006 8/03/2001 73.07 euros 3,000 0 from 08/03/2006 not evaluated not evaluated purchase to 07/03/2009 IFRS 2 option IFRS 2 option 28/02/2002 74.46 euros 2,000 0 from 28/02/2006 not evaluated not evaluated purchase to 28/02/2010 IFRS 2 option IFRS 2 option 22/05/2003 65.51 euros 20,750 0 from 22/05/2007 222 348 126 purchase to 22/05/2011 19/05/2004 111.72 euros 22,550 0 from 19/05/2008 243 416 173 purchase to 19/05/2012 19/05/2005 147.02 euros 38,500 0 from 19/05/2009 194 529 335 purchase to 19/05/2013 18/05/2006 122.91 euros 117,670 0 from 18/05/2010 0 504 504 purchase to 18/05/2014 TOTAL 204,470 659 1,797 1,138
Note 22 Operations on treasury shares
(in thousands of euros) 31/12/2006 31/12/2005 Treasury shares at year opening 14,087 9,260 Variation in shares intended to cover a stock-option plans (2,315) 4,811 Variation in shares for share price regulation 64 16 Total variation for year (2,251) 4,827 Treasury shares at year closing 11,836 14,087
(number of shares) 31/12/2006 31/12/2005 Treasury shares at year opening 134,077 110,288 Variation in shares intended to cover a stock-option plans (30,600) 24,100 Variation in shares for share price regulation 701 (311) Total variation for year (29,899) 23,789 Treasury shares at year closing 104,178 134,077 Number of shares making up share capital 6,245,411 6,245,411 Number of shares, minus treasury shares 6,141,233 6,111,334
The nominal value of a share is 4 euros. Explanation of balance sheetincome and statement items
38 Spir Annual Report 2006 Spir Annual Report 2006 39 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 At each closing, the company systematically performs an impairment test on goodwill and assets with an indefinite useful life, and also evaluates if an index exists for long-term asset impairment, as per the methods described in 2.3.5 of financial statements. We have examined Auditors’ report on the methods used for to implement this impairment test as well as the forecasts for cash flow and the hypotheses used, and we have also verified that note 2.3.5 provides the appropriate information. The assessments thus made form part of our audit of the consolidated financial statements taken as a whole and have thus contributed to our consolidated financial opinion expressed in the first part of this report. 3 Specific verification
Furthermore, in accordance with professional standards applicable in France, we have also verified the accuracy of the data presented in the statements group management report. We have no comments to make as to the fair presentation or the conformity of the data with the consolidated financial statements
The Auditors
Nantes and Marseilles, 6 April 2007
Ladies and gentlemen, shareholders, KPMG Audit ERNST & YOUNG Audit A Department of KPMG SA In compliance with the assignment entrusted to us by your General Meetings, we have to report to you on the audit of the consolidated financial statements Franck Noël, François Châtel Christine Blanc-Patin of Spir Communication S.A. for the year ended 31 December 2006, as annexed to this report.
These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.
1 Opinion on the consolidated financial statements
We have conducted our audit in accordance with the professional standards applied in France. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles and significant estimates made by management, as well as evaluating the overall financial statements’ presentation. We believe that our audit provides a reasonable basis for the opinion we express herein below. In our opinion, the consolidated financial statements give a true and fair view, in accordance with the IFRS accounting standards as adopted by the European Union, of the assets and liabilities and financial situation, as well as of the net income of all of the persons and entities included in the consolidation.
2 Justification of the assessments
Pursuant to the provisions of paragraph L.823-9 of the Code of Commerce concerning the justification of our assessments, we inform you of the following facts:
40 Spir Annual Report 2006 Spir Annual Report 2006 41 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Simplified financial statement of the parent company Spir Communication SA
BALANCE SHEET OF SPIR COMMUNICATION SA
Assets Liabilities 31/12/2006 31/12/2005 Gross Depreciation Net Net (in thousands of euros) 31/12/2006 31/12/2005 (in thousands of euros) Provisions Equity Intangible fixed assets Capital 24,982 24,982 Businesses 54,618 12,008 42,610 49,047 Reserves 129,595 114,952 Other intangible fixed assets 1,684 1,011 673 738 Net income 38,014 45,341 Note 1 Total, intangible fixed assets 56,302 13,019 43,283 49,785 Note 3 Total equity 192,591 185,275
Tangible fixed assets Note 4 Provisions for contingencies and risks 22 28 Land 343 343 343 Buildings and fittings 4,585 2,943 1,642 1,790 Financial debts Technical installations 100 69 31 118 Borrowings and other financial debts 4,680 23 Other tangible fixed assets 19,683 12,859 6,824 7,498 Note 5 Total, financial debts 4,680 23 Note 1 Total, tangible fixed assets 24,711 15,871 8,840 9,749 Operating accounts payable Investments Accounts payable 15,174 17,513 Shareholdings 133,782 11,105 122,677 80,332 Other operating accounts payable 24,273 6,813 Other investments 4,274 10 4,264 4,154 Note 5 Total operating accounts payable 39,447 24,326 Note 1 Total, investments 138,056 11,115 126,941 84,486 Total liabilities 236,740 209,652 Total, fixed assets 219,069 40,005 179,064 144,020
Current assets Accounts receivable 12,207 1,182 11,025 11,380 Other current assets 34,782 34,782 38,957 Marketable securities 11,944 1,203 10,741 14,334 Cash on hand 940 940 807
Note 2 Total, current assets 59,873 2,385 57,488 65,478 Note 2 Adjustment accounts 188 188 154
Total assets 279,130 42,390 236,740 209,652
42 Spir Annual Report 2006 Spir Annual Report 2006 43 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Income statement Notes to financial
(in thousands of euros) 31/12/2006 31/12/2005 Note 8 Sales 126,664 131,073 statements Writebacks of provisions and amortisation and transfer of charges 592 406 Other revenues 93 92 Total operating revenues 127,349 131,571 1. Significant events during the year Purchases and other supplies (29,507) (26,993) Other purchases and external costs (71,313) (70,520) For the company Spir Communication SA, the 2006 accounting period was characterised by the following events: Taxes, duties and similar payments (423) (374) Employee expenses • acquisition of remaining shares (50%) of Média Pic, publisher of free advertising newspapers in Northeast France Salaries (1,343) (2,119) • acquisition of 25% of shares in S3G Com, publisher of 55 free advertising newspapers in Southwest France, in an operation Social security contributions (680) (897) funded both with cash and with a partial contribution of assets Allocations, amortisation and provisions • acquisition of 50% of shares in A Nous Province, publisher of free press newspapers under the brand name A Nous in Lyons, Amortisation and depreciation of fixed assets (2,329) (2,904) Marseilles and Nice Other expenses (697) (301) • acquisition of 50% of shares in Algo Communication, publisher of free press newspapers under the brand name A Nous in Lille Total, operating expenses (106,292) (104,108) • creation, in 50/50 partnership agreement with the Norwegian company Schibsted, of Editions Aixoises Multimédia, publisher Operating income 21,057 27,463 of the Internet site leboncoin.fr Writebacks of provisions and transfers of charges 405 • creation in partnership agreement with Regicom and other companies of the advertising agency Régie Publicitaire Nationale, Shareholding income 20,715 22,527 located in Aix-en-Provence Other financial income 1,564 2,325 • disposal of 41.97% shareholding in Exedim in two separate actions - 35% in 2006 and 6.97% on 31 March 2007 Total financial income 22,684 24,852 Financial depreciation and provisions (2,291) (2,349) 2. Accounting principles, standards and methods Other financial expenses (2,284) (1,278) Total financial expenses (4,575) (3,627) General accounting principles have been applied in compliance with the principle of prudence, in accordance with the basic Note 9 Net financial income 18,109 21,225 assumptions: Income before tax 39,166 48,688 • of an on-going business Income from management operations 16 9 • of the consistency of accounting methods from one year to the next Income from capital operations 13,393 7,131 • independence of financial years Exceptional income total 13,409 7,140 • in accordance with general standards for the preparation and presentation of the annual financial statements in France Expenses for management operations Expenses for capital operations (7,540) (740) The basic method used for the valuation of the items recognised in the accounts is the historic cost method. Total exceptional expenses (7,540) (740) The following methods were the primary ones used: Note 10 Exceptional income 5,869 6,400 Corporation tax (7,021) (9,747) 1) Fixed assets Net income 38,014 45,341 As of 1 January 2005, the CRC 2002-10 regulations concerning amortizations and depreciation of assets have been applied. In compliance with accounting regulations, the change in methods was applied prospectively, and had no effect on equity. The amortisation retained to determine the operating income was calculated over its estimated useful life. Acquisition costs are recognised as an expense.
44 Spir Annual Report 2006 Spir Annual Report 2006 45 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 2) Intangible fixed assets 5) Marketable securities
Intangible fixed assets are evaluated at their acquisition cost, as per notice 04-15 of the CNC. The gross value consists of the purchase price, excluding related expenses. For the Businesses, a provision may be reported if the economic value is below the net book value. When the share price at the closing of the accounting period is less than the gross value, a provision for depreciation is created for the difference. Amortizations are calculated based on the estimated useful life as per the instructions of regulation 02-10 of the CRC: The portfolio of marketable securities on 31/12/2006 was made up of the following: • 100,256 Spir Communication shares amounting to €11,497,000 to cover 6 stock option schemes in favour of certain members Type of asset Depreciation method Period of the staff and certain managers of the Group. The reported discount between the cost price and the exercise price of the Software less than €15,000 straight-line 1 year options has a provision of €1,203,000. Software greater than €15,000 straight-line 5 years • 3,922 Spir Communication shares costing €447,000 held within the framework of the contract for the regulation of the share Software created in-house straight-line 3 years price concluded with a stockbroker.
Businesses are no longer amortised as of 1 January 2005. 6) Provisions for contingencies and risks
No provision was reported for the depreciation of intangible fixed assets. Provisions for contingencies and risks are constituted in compliance with accounting principles and CRC Regulation 00-06. Provisions for contingencies and risks are reported when the company has an obligation to a third party and when it is probable 3) Tangible fixed assets or certain that this obligation will result in disbursement in favour of the third party, and no correspondence that is at least the equivalent of the obligation is expected for it. The movements correspond to disputes that begin or are settled during the Tangible fixed assets are valued at their acquisition price as per notice 04-15 of the CNC (purchase price and related expenses, accounting period. excluding purchase expenses of the fixed assets) or at their production price.
Depreciation is calculated over the estimated useful life as per the instructions of regulation 02-10 of the CRC. This application has no major impact on the financial statements. The methods and time periods are as follows:
Type of asset Depreciation method Period Buildings straight-line 20 to 30 years Technical fittings straight-line 5 to 8 years Technical equipment straight-line or declining balance 5 to 8 years Vehicles straight-line 3 to 5 years Other equipment and furniture straight-line or declining balance 3 to 8 years
The declining amortizations correspond to the consumption rate of the economic advantages.
4) Investments
The gross value consists of the purchase price, excluding related expenses. When the value of the future advantages for the company is less than the gross value, a provision for depreciation is constituted for the difference. In order to determine the market value of the shares of 20 minutes France on 31/12/2006, the losses for the period were taken into account together with the future tax savings that will be generated by the activation of the company's carried forward deficits. Notes to financial statements
46 Spir Annual Report 2006 Spir Annual Report 2006 47 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Additional information
Note 1 Information on fixed assets Net fixed assets Gross value, fixed assets Net value Increase Reduction Mergers and Net value Gross amount Increase Reduction Mergers and Gross amount (in thousands of euros) on 31/12/2005 contributions on 31/12/2006 (in thousands of euros) on 31/12/2005 contributions on 31/12/2006 Net total, fixed assets 144,020 31,593 2,537 5,988 179,064 Intangible fixed assets Businesses 57,730 1,738 (5,489) 50,503 Information concerning businesses Concession, brand names 602 100 502 Acquired or Created Total (in thousands of euros) shared businesses market shares Leases 4,265 (150) 4,115 Software 1,059 74 41 1,092 at their purchase price 15,159 15,159 Intangible fixed assets, current 68 22 90 at their contribution value at the merger on 31 August 1987 10,537 10,537 Total, intangible fixed assets 63,724 96 1,879 (5,639) 56,302 at their contribution value at the merger on 30 June 1996 2,549 2,549 Tangible fixed assets at their contribution value at the mergers-absorptions on 6 May 1998 281 281 Land 343 343 at their contribution value at the mergers-absorptions on 6 May 1999 3,813 3,813 Buildings and fittings 4,584 1 4,585 at their contribution value at the mergers-absorptions on 18 May 2000 828 11,559 12,387 Technical installations 296 5 196 (5) 100 at their contribution value at the mergers-absorptions on 24 April 2002 156 5,221 5,377 Others 20,247 1,592 1,618 (538) 19,683 at their contribution value at the mergers-absorptions on 19 May 2005 400 400 Tangible fixed assets, current 00 Total 29,910 20,593 50,503 Total, tangible fixed assets 25,470 1,598 1,814 (543) 24,711 Investments Information about assets financed via leasing Shareholdings 89,587 33,940 762 11,017 133,782 The company financed its head office located in Aix en Provence through a 12-year lease. Others 4,164 138 25 (3) 4,274 Total, investments 93 751 34,078 787 11,014 138,056 Initial Value Charges paid Charges remaining Grand total, gross 182,945 35,772 4,480 4,832 219,069 (in thousands of euros) on 31/12/2006 to pay Head office land 924 Amortisation and provisions on fixed assets Head office construction 8,932 Amortisation Increase Reduction Mergers and Amortisation Assets financed through leases 9,856 2,323 10,026 (in thousands of euros) on 31/12/2005 contributions on 31/12/2006 Maturity one year max. 1,096 Intangible fixed assets one to five years 4,250 Businesses 12,950 261 (681) 12,008 more than five years 4,680 Software and others 989 63 41 1,011 Total, intangible fixed assets 13,939 63 302 (681) 13,019 Tangible fixed assets Buildings and fittings 2,794 149 2,943 Technical installations 178 24 128 (5) 69 Others 12,749 2,093 1,513 (470) 12,859 Total, tangible fixed assets 15,721 2,266 1,641 (475) 15,871 Investments Shareholdings 9,255 1,850 11,105 Others 10 10 Total, investments 9,265 1,850 0011,115 Grand total, amort. and provisions 38,925 4,179 1,943 (1,156) 40,005
48 Spir Annual Report 2006 Spir Annual Report 2006 49 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Note 2 Other information about asset items Note 4 Provisions Report Maturity dates of receivables Amount Merger Increases Reductions Reductions Amount on (in thousands of euros) gross amount 1 year max. more than one year on 31/12/2005 contributions (provisions (provisions 31/12/2006 (in thousands of euros) used) not used) Fixed assets Provisions for litigation 88 Other investments 4,274 4,274 Current assets Provisions for pension commitments 20 6 14 Accounts receivable and related accounts 12,207 12,207 Provisions for contingencies and risks 28 006022 Other receivables 34,782 34,782 Provisions on accounts receivables 1,193 11 1,182 Total 51,263 46,989 4,274 Provisions for treasury shares 911 442 150 1,203 Affiliated companies 45,403 41,578 3,825 Provisions for depreciations 2,104 0 442 161 0 2,385
Marketable securities and cash on hand Note 5 Liabilities (in thousands of euros) 31/12/2006 31/12/2005 (in thousands of euros) Gross amount 1 year max. More than one year Marketable securities Treasury shares (stock-option plans) 11,497 13,910 Borrowings and other financial debts 4,680 4,680 Treasury shares (Regulation of share price) 447 399 Accounts payable and related accounts 15,174 15,174 Sicav money market funds 0 936 Tax and social liabilities 3,618 3,618 Total 11,944 15,245 Current liability account 20,083 20,083 Cash on hand Other liabilities 572 572 Current accounts receivables 940 807 Total 44,127 44,127 0 Total 940 807 affiliated companies 34,646 34,646 0 Note 6 Adjustment accounts Information about affiliates They are mainly comprised of prepaid expenses, for a total of 154,000. € (in thousands of euros) Net balance sheet Affiliated Balance sheet amount companies Note 3 Equity Fixed assets Composition of share capital Shareholdings 122,677 121,463 No. of shares Nominal Other investments 4,264 3,825 No. of shares making up share capital at beginning of year 6,245,411 4 euros Current assets Changes during year Accounts receivable and related accounts 11,025 10,453 No. of shares making up share capital at year closing 6,245,411 4 euros Other receivables 34,782 31,125 Liabilities Variations in net income Borrowings and other financial debts 4,680 0 Net income on Allocation, Other Net income on (in thousands of euros) 31/12/2005 net income 2005 movements 31/12/2006 Accounts payable and related accounts 15,174 14,542 Capital 24,982 24,982 Other liabilities 24,273 20,104 Share premiums 18,351 18,351 Net income Affiliated Merger premium 6,785 6,785 Financial income and expenses statement companies Reserves 89,387 14,546 3 103,936 Received dividends 20,715 20,692 Retained earnings 430 (432) 525 523 Other financial income 1,969 1,188 Net income 45,341 (45,341) 38,014 38,014 Financial expenses 4,575 715 Dividends 31,227 (528) Equity 185,275 0 38,014 192,591 Additional information
50 Spir Annual Report 2006 Spir Annual Report 2006 51 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Note 7 Financial commitments and liabilities guaranteed by real collateral Financial expenses consisted mainly of the following: The commitments and guarantees given are the following: • depreciation of shares in the company 20 minutes France for a total amount of €291,000, the company Editions Aixoises • security given to guarantee the loans granted to SCI Les Oiseaux: €1,224,000 Multimédia for a total amount of €933,000, the company A Nous Province for a total amount of €450,000 and the company • security given to guarantee the rentals of Imprimeries IPS under the lease contracts signed with a banking establishment to Algo Communication for a total amount of €176,000 finance the purchase of two Mainstream Heidelberg rotary presses: €10,903,000. • depreciation of treasury shares amounting to €441,000 • security given to guarantee the rentals of Imprimeries IPS under the lease contracts signed with a banking establishment to • interest paid to our subsidiaries for current account advances totalling €715,000 finance the purchase of two Blanchet Goss rotary presses: €7,274,000 • balancing payment of €940,000 for the cancellation of a swap to cover the leasing of the head offices • security given to guarantee the rentals of the company 20 minutes France as part of a commercial lease: €1,463,000 • a loss on the disposal of treasury shares as part of a market activation contract, for a total of €94,000
Sales Note 10 Exceptional income Note 8 Sales total €126,664,000. (in thousands of euros) 31/12/2006 31/12/2005 (in thousands of euros) 31/12/2006 31/12/2005 Income from management operations 16 9 Agency 121,495 125,980 Income from capital operations 13,393 7,131 Other 5,169 5,093 Writebacks of provisions and transfers of charges Total 126,664 131,073 Exceptional income total 13,409 7,140 Expenses for management operations All of the sales are generated with companies of the Spir Communication Group excluding the royalties from minitels totalling Expenses for capital operations (7,540) (740) €27,000 and miscellaneous leases totalling €84,000. Allocations, amortisation and provisions Total exceptional expenses (7,540) (740) Net financial income Exceptional income 5,869 6,400 Note 9 (in thousands of euros) 31/12/2006 31/12/2005 The exceptional income is primarily the result of: Financial income • capital gain from partial contribution of assets to S3G Com, for a total of €6,208,000 Shareholding income 20,715 22,527 • capital loss from disposal of Exedim shares and Not’Info business activity for a total of €313,000 Income from loans 1,018 1,070 Writebacks of provisions and transfers of charges 405 149 Note 11 Taxation Net proceeds from disposal of marketable securities 546 1,106 Spir Communication chose the group tax system, beginning on 1 January 1989. Total financial income 22,684 24,852 Spir Communication has thus established itself as solely liable for the tax on the income of the entire group, constituted as per Financial expenses paragraph 223A of the General Tax Code. Allocations, amortisation and provisions (2,291) (2,349) Other interest and similar expenses (2,284) (1,278) Breakdown (in thousands of euros) Income before tax Tax due Net income after tax Total financial expenses (4,575) (3,627) Ongoing income 39,166 6,996 32,170 Net financial income 18,109 21,225 Exceptional income 5,869 25 5,844 Total 45,035 7,021 38,014 The decrease in the financial income is due to the reduced amount of dividends received and the decrease in cash flow. Financial income mainly consisted of the following: Note 12 Remuneration • the distribution of the dividends of our subsidiaries totalling €20,715,000 The remunerations allocated to the managing bodies in 2006 totalled €1,343,000. • interest paid by our subsidiaries for current account advances totalling €1,018,000 Details about the remuneration of company officers are provided in the management report. • net proceeds from disposals of marketable securities within the framework of the cash management totalling €546,000 Note 13 Identity of the parent company Spir Communication establishes consolidated financial statements, which are published in relation with the parent company financial statements. These consolidated financial statements are also globally integrated in the consolidated financial statements established by Sofiouest. Additional information
52 Spir Annual Report 2006 Spir Annual Report 2006 53 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Results of the company List of the subsidiaries and over the last five years shareholdings
Share capital % of capital held Guarantees & Loans and advances granted Last year's operating income Shareholder's Book value of securities provided Last year's sales Last year's net income (in euros) 2006 2005 2004 2003 2002 equity excl. shares held Dividends received Share capital at year end (in euro) capital (net value) during the year • Share capital 24,981,644 24,981,644 24,981,644 23,971,292 23,971,292 Régicom SARL 959,280 100.00% 0 220,142,376 (3,712,121) • Number of existing ordinary shares 6,245,411 6,245,411 6,245 411 5,992,823 5,992,823 Aix-en-Provence (5,547,327) 8,405,761 7,980,550 (5,577,756) 0 • Number of preference shares Adrexo SARL 836,000 100.00% 0 257,184,858 15,250,286 • Maximum number of future shares to create Aix-en-Provence 34,998,543 4,053,596 4,110,600 25,574,733 20,672,779 By conversion of bonds CIP SARL 560,000 33.94% 0 23,384,397 398,967 By the exercising of subscription rights 000 252,588 252,588 Aix-en-Provence 1,826,852 168,304 5,826,000 606,423 0 Média Pic SAS 10,537,500 100.00% 0 7,730,748 1,023,055 Operations and results for the year Aix-en-Provence 201,870 10,623,522 1,361,500 1,065,883 0 • Sales, excluding taxes 126,664,192 131,073,127 129,877,943 120,554,022 134,484,611 Imprimeries IPS SAS 9,035,568 100.00% 18,177,000 134,879,711 8,995,458 • Net income before tax, employees’ profit-sharing Châteaurenard 44,397,186 17,285,334 0 14,904,419 0 and depreciation on amortisation and provisions 49,489,670 60,190,166 43,279,210 37,217,967 41,881,207 Concept Multimédia SA 1,074,000 97.91% 0 68,255,281 6,392,703 • Corporation tax 7,021,335 9,747,333 12,267,992 9,161,870 11,846,397 Aix-en-Provence 14,155,068 13,429,478 9,513,500 10,660,478 0 • Allocations, amortisation and provisions 4,454,313 5,101,387 5,130,903 6,546,275 7,096,610 Caradisiac SA 1,718,875 100.00% 0 5,765,698 949,191 • Employee profit-sharing due for acctg period • Net income after tax, employees’ profit-sharing Paris 1,091,115 26,021,454 0 920,092 0 and depreciation on amortisation and provisions 38,014,022 45,341,446 25,880,316 21,509,822 22,938,200 Les Oiseaux SCI 100 90.00% 1,224,000 589,020 231,785 • Net income distributed 31,227,055 (1) 31,227,055 31,227,055 19,776,316 19,177,034 Châteaurenard 73,253 872,861 31,474 330,907 0 France Diffusion SAS 45,735 83.33% 0 1,691,552 (66,791) Earnings per share Aix-en-Provence 535,353 2,023,856 0 (125,185) 0 • Net income after tax, employees’ profit-sharing Régie Publicitaire Nationale SAS 100,000 10.00% 00(311,000) but prior to depreciation on amortisation and provisions 6.80 8.08 4.97 4.68 5.01 Aix-en-Provence (311,000) 10,000 0 (311,000) 0 • Net income after tax, employees’ profit-sharing 20 minutes France SAS 35,173,000 24.88% 1,463,000 43,133,000 (6,115,000) and depreciation on amortisation and provisions 6.09 7.26 4.14 3.59 3.83 Paris (56,987,000) 0 3,750,000 (6,196,000) 0 Dividend attributed to each share 5.00 (1) 5.00 5.00 3.30 3.20 Inter Hebdo SAS 1,160,000 25.00% 0 1,743,504 81,242 Chartres NC 449,238 0 122,501 18,850 Staff Editions Aixoises Multimédia SAS 2,600,000 50.00% 00(1,866,918) • Average number of employees during the year 3 2 2 2 2 Aix-en-Provence (1,866,918) 367,000 0 (1,866,918) 0 • Total wage bill for the year 1,343,074 2,119,068 2,143,708 994,411 945,951 A Nous Province SAS 1,000,000 50.00% 0 1,604,138 (1,331,019) • Employee benefits paid during the year Roubaix (1,334,287) 50,000 0 (1,329,969) 0 (social security, social works, etc.) 680,160 891,103 515,820 459,160 409,145 Algo Communication SARL 352,000 50.00% 0 1,126,279 (437,974) Roubaix (613,974) 00 (438,671) 0 (1) net dividend recommended to the general meeting S3G Com SA 12,134,300 25.00% 0 36,999,843 3,774,502 Pessac 38,244,850 37,702,017 0 6,572,785 0
54 Spir Annual Report 2006 Spir Annual Report 2006 55 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 The assessments thus made form part of our audit of the annual financial statements taken as a whole and have thus contributed to our opinion General expressed in the first part of this report. III. Specific verifications and information auditors’ report We have also conducted specific verifications stipulated by the law, in accordance with professional standards applied in France. We have no comments to make on the following:
• the fair presentation and the consistency with the annual financial statements of the information provided in the management report of the Board of Directors and in the documents sent to the shareholders about the financial situation and the annual financial statements Ladies and gentlemen, shareholders, • the fair representation of the information provided in the management report concerning the remunerations and benefits paid to the applicable company officers, nor any commitments made in their favour when taking a new position, stepping down from a position, or In compliance with the assignment entrusted to us by your general meetings, we present you with our report for the year ended 31 December 2006 on: changing job functions or any other previously held position • the audit of the annual financial statements of the company Spir Communication, as annexed to this report • the justification of our assessments In accordance with the law, we verified that the information concerning the acquisitions of shareholding and takeovers, as well as the identity • the specific verifications and information stipulated by the law of the holders of the shares, has been provided to you in the management report.
The annual financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit. The Auditors I. Opinion on the annual financial statements Nantes and Marseilles, 6 April 2007 We have conducted our audit in accordance with the professional standards applied in France. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, KPMG Audit ERNST & YOUNG Audit evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles and significant A Department of KPMG SA estimates made by management, as well as evaluating the overall financial statements’ presentation. We believe that our audit provides a reasonable basis Franck Noël, François Châtel Christine Blanc-Patin for the opinion we express herein below.
In our opinion, the annual financial statements give a true and fair view, in accordance with French accounting standards and principles, of the assets and liabilities and financial situation, as well as of the net income of the company at the end of this financial year
II. Justification of the assessments
Pursuant to the provisions of paragraph L. 823-9 of the Code of Commerce concerning the justification of our assessments, we inform you of the following facts:
The note "Investments" of the Notes to the parent company financial statements explains the methods for the calculation of the depreciation of the 20 Minutes France SAS shares.
We have reviewed the procedures used by the company to determine the book value of these shares, and also reviewed, based on the currently available information, the data and assumptions used by Management to make its estimates. As part of our assessments, we have ensured that these estimates are reasonable.
56 Spir Annual Report 2006 Spir Annual Report 2006 57 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 b. Nature and purpose Special auditor's report In the contract applicable as of 1 July 2006, your company granted a licensing agreement for a domain name to the company S3G Com. Terms and conditions There was no payment for this agreement. It was authorised by your board of directors on 7 December 2006. on regulated agreements c. Nature and purpose Within the framework of the partnership agreement established between Spir Communication and S3G, your company contributed its eight economic entities, which mainly correspond to its newspaper publications in the Poitou-Charentes region, to the company S3G Com, and received as a counterpart 17,300 shares in the aforementioned company on 31 October 2006.
Terms and conditions The contribution has been evaluated at €11,017,000. This agreement was authorised by your board of directors on 7 September 2006.
With Camille Thiéry, Director
Nature and purpose As part of his responsibilities as a company director, Mr. Camille Thiéry was assigned by your company to act as its representative to boards of directors at the subsidiaries of your companies 20 Minutes S.A.S. and Concept Multimédia Switzerland. Ladies and gentlemen, shareholders, Terms and conditions In our capacity as Auditors of your company we present you with our report on the regulated agreements and commitments. As per the terms of this agreement, Mr. Camille Thiéry was paid the sum of €27,000. This agreement was authorised by your board of directors on 7 December 2006. Pursuant to Article L. 225-40 of the French Code of Commerce, we have been informed of the agreements and commitments that have been the subject of prior authorisation by your Board of Directors. With the company 20 Minutes France S.A.S. Directors concerned: Philippe Léoni, Camille Thiéry, Paul Museux. It is not our role to look for the eventual existence of other agreements and commitments, but to inform you, on the basis of the information provided to us, of the main characteristics and terms and conditions of those of which we have been informed, without having to provide a judgment of their usefulness a. Nature and purpose or their justification. It is your role, in accordance with the provisions of Article R. 225-31 of the French Code of Commerce, to judge the interest involved Together with the company Sofiouest S.A., your company declared itself jointly and severally guarantor for the company 20 Minutes France in the conclusion of these agreements with a view to their approval. S.A.S. for the payment of rent due by its subsidiary 20 Minutes France S.A.S. for the offices it occupies at 50-52 Boulevard Haussmann, 75009 Paris. We have conducted our work in accordance with the professional standards applied in France. These standards require the application of due diligence to verify the consistency of the information provided to us with respect to the basic documents from which it comes. Terms and conditions The guarantee totalled €1,462,000 for your company. This agreement was authorised by your board of directors on 18 May 2006. With the company S3G Com, S.A. Director concerned: Hervé Pinet Furthermore, pursuant to the French Code of Commerce, we have been informed that the performance of the following agreements and commitments, approved in previous years, continued last year. a. Nature and purpose In the agreement of 13 October 2006, your company granted a licensing agreement to the company S3G Com concerning the brand name Top’annonces b. Nature and purpose for the seven newspaper publications contributed in kind by your company to S3G Com. In 2004, three current account advances were granted by your company to the company 20 minutes France SAS. In the year 2005, an additional current account advance of €1,500,000 was granted by your company to the company 20 Minutes France S.A.S., bringing the total amount Terms and conditions of the advance to €3,750,000. In 2006, no additional advances were made, and thus the advanced amount is still €3,750,000. There was no payment for this agreement. It was authorised by your board of directors on 7 December 2006.
58 Spir Annual Report 2006 Spir Annual Report 2006 59 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Terms and conditions With Hervé Pinet During the year 2006, this advanced sum was not paid back. Nature and purpose With S.A.R.L. Régicom In accordance with the Law Breton which came into effect on 1 May 2005, we hereby inform you that an employment contract was agreed to on 2 November 2005 between your company and Hervé Pinet. a. Nature and purpose As per the terms of the agent's contract concluded between your company and S.A.R.L. Régicom, your company receives 62.5% of the sales generated by Terms and conditions this company with the newspapers belonging to your company. This rate was established in the protocol of 1 January 2003. The contract of Hervé Pinet includes the following benefits:
Terms and conditions • lodgings paid for until 31 December 2006 Under this agreement, the contract signed by SARL Régicom gives rise to a payment of 62.5% to your company. For the year 2006, your company reported • he shall receive exceptional severance pay should his departure be required by the company, except in cases of gross negligence on his an income of €121,471,129. part: this severance pay is set at €190,000 should it occur prior to 31 December 2007
b. Nature and purpose Your company retrocedes to S.A.R.L. Régicom 90% of the Minitel connection revenues paid by France Telecom. The Auditors Terms and conditions Under this agreement, 90% of the Minitel connection revenues received by your company are paid to S.A.R.L. Régicom. For the year 2006, your company Nantes and Marseilles, 6 April 2007 reported a cost of €24,423. KPMG Audit ERNST & YOUNG Audit With S.C.I. Les Oiseaux A Department of KPMG SA Franck Noël, François Châtel Christine Blanc-Patin Nature and purpose Guarantee of payment of the lease rentals due to Natexis by SCI Les Oiseaux.
Terms and conditions The commitment on 31 December 2006 amounted to €1,224,095.
With S.A.R.L. CIP
a. Nature and purpose Your company provides S.A.R.L. CIP with premises that make up its head office.
Terms and conditions Under the lease of 22 February 2005, with retroactive effect on 1 September 2004, agreed between S.A.R.L. CIP and your company, €1,592,653 was received.
b. Nature and purpose By an agreement dated 15 September 1988, your company entrusted its administrative and IT management to S.A.R.L. CIP.
Terms and conditions Under this agreement, you company paid €1,851,194. Special report
60 Spir Annual Report 2006 Spir Annual Report 2006 61 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 hinging on the financial soundness of a single customer. No customer • An extremely centralised administrative organisation represents more than 5 % of consolidated sales. permitting the immediate processing of information for Report on internal management. Legal risks: The risks relating to each subsidiary are analysed and examined at the The Group is a means of distribution for advertisements created internally meetings of the management committee and executive committee that or transmitted by third parties, which means that the Group is exposed to meet every month. control procedures the risk of various claims concerning intellectual property rights and legal personality. The global risks (environment, social, economic, legal, etc) are managed Furthermore, there are risks that the editorial responsibility of the Group centrally at two levels: may be implicated due to the transmission via the Group's Internet sites established by the Spir and newspapers of personal ads and/or advertisements that do not respect • within the Group management committees, which include all the currently enforced laws and regulations. of the Chief Executives under the chairmanship of the The concerned sales staffs are made aware of these risks by following in- Chairman and the Chief Executive of the Group house legal courses during their job training. The sales staffs also have a legal database at their disposal that is on the Group's intranet site, and • within the boards of directors when the effects are serious Communication Group receive operational assistance from the legal department. Confronted daily with changes in its environment, the Group has b) Players involved in internal control established an extremely centralised organisation allowing the permanent identification of risks in order to deal optimally with the eventual Various players have an internal control function within the Group: consequences. i. Management committees: The principal risks lie in the number of sites managed by the Group: Each activity has its own management committee which meets monthly to • 170 free advertising publications analyse the results of its activity and to establish the necessary action plans OBJECTIVES OF INTERNAL CONTROL Risks of the market: to ensure that the activity's operations are run properly. The Spir Communication Group is active in the local communication • 5 printing plants At each Management Committee meeting, a discussion takes place about: The purpose of the internal control procedures in force within the Group are: market, which is highly competitive because advertisers have the choice between several different media when they want to communicate their • 14 pre-press sites • the business results • firstly, to ensure that the management and performance of message: operations, as well as the behaviour of the staff, comply with • 80 real estate publications in Europe • the establishing of action plans to correct the variances noted the guidelines given for the company’s activities by the • radio management bodies, by the law and the regulations applicable • 284 distribution centres • human resources and by the values, standards and rules within the company. • television This organisation relies on the following: • the development of strategic decisions taken by the Group •secondly, to verify that the accounting, financial and • poster advertising management committee management information provided to the management bodies • The very strong involvement of the senior managers of the .give a fair view of the activity and situation of the company • press Group through an internal charter which is based on the values There is a Group Management Committee meeting every month including of Solidarity, Professionalism, Involvement and Responsibility the Chief Executives of each business under the chairmanship of the One of the objectives of internal control is to prevent and control the risks • internet (SPIR). Chairman and of the Chief Executive of the Group. resulting from the Group’s activities and the risks of mistakes or fraud, in These Management Committee meetings discuss the strategies of each particular in the accounting and financial domains. The market is based essentially on mass consumption products, and it has • A very simple management structure for each business with business in order to harmonise operations. They analyse the quality reports seen an increase in the competition between the advertisers due to the two hierarchical levels between the Chief Executive and the when the businesses work together (distribution of printed matter and I. Presentation of the general organisation of the internal control difficult economic context. For these reasons, the market does not present managers of the profit centres that he or she manages. This printing, free advertising press and specialised real estate magazines). procedures: any risks due to the over-concentration or the disappearance of its proximity means very effective communication allowing foundation. management to act immediately. a) Identification of risks Furthermore, since there are a great deal of customers, there are no risks
62 Spir Annual Report 2006 Spir Annual Report 2006 63 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 ii. The committees of the board of directors: This centralisation permits very detailed accounting and financial reporting: • Information technology: since it has an extremely centralised information system, the Group set up an IT Security Plan All the decisions under the responsibility of its Chairman which have an • weekly reporting of the principal indicators for each of the 600 ("PSI") when the system was installed in the Group's new important human, financial or legal consequence are placed on the agenda profit centres: sales, gross margin, operating income head office. The distinguishing feature of the plan is a for a decision by the Directors. redundant main system with an installation at two separate An analysis of the quarterly results and of the forecasted annual results • monthly reporting based on real data: invoicing, staff costs, geographical locations. takes place at each meeting of the board of directors. production costs. Each profit centre has its own income statement which is compared with a budget. This income • Staff: the hiring of every employee involves a very strict On the recommendation of its Chairman, the Board of Directors has set up statement is used to establish one of the remuneration procedure, especially at Adrexo, which manages a workforce 3 Committees: elements for the profit centre’s manager. of nearly 25,000 distributors. Every employment contract and all the elements of remuneration are validated by a member of • the audit committee • the monthly consolidation of the activities insures guidance via the Spir Management Committee. the consolidated budgetary elements • the investment and acquisitions committee c) Consolidation process • the statutory publications: quarterly sales, half-yearly and • the appointments and remuneration committee annual results The consolidation work of the Group is centralised at the head office in Aix- en-Provence. These Committees meet whenever it is deemed necessary. These reports are produced by the Management-Finance Department, After having been audited by the Auditors (KPMG and ERNST and YOUNG which is independent from the subsidiaries and does not report are co-auditors for the financial statements of the main subsidiaries), the iii. International financial control: hierarchically to the General Management of each business. This financial statements of each subsidiary are processed on the same site by organisation, like all the central departments (Administrative Staff the Management-Finance Department. The foreign subsidiaries represent 3.1% of the Group's sales. Each foreign Management, Purchasing and General Services, IT and Legal departments) This work, as well as the accounting standards and procedures, are then subsidiary has a local management structure that answers to a manager for reports to the Administrative and Finance Department and to the General presented to the Audit Committee which examines them before presenting each country. The head office control and administrative assistance are provided Management of the Group, which guarantees an autonomy and reliability of them to the Board of Directors. by an international financial controller, whose functions are the following: the information produced concerning the various activities of the Group. By making the necessary investments to ensure the reliable flow of • ensure and adapt the implementation of the Group's internal b) The procedures information, be it financial or other information, we can ensure security for control procedures the men and women who represent the true strength of our companies. This set-up allows for the establishment and easy control over the existing This goal is the overriding concern of the Group's senior management • oversee the monthly reporting according to the same planning procedures which structure the flows within the Group. (Board of Directors, General Management, and Management Committees). as for France (D+5) Numerous procedures exist in the following domains: We will continue whenever necessary to implement the key elements that • oversee the installation of the Group's "core system" • purchasing: from the incurring of expenses to the payment of will further bolster risk control and our development along with it. the suppliers, each stage is controlled by an internal procedure • insure the link between the Group's Finance Directorate and which stipulates the purpose, the amount, the authorisation the entity and the validation of a purchase. Major expenses are submitted to the Investment Committee. Aix-en-Provence II. Organisation of financial information 15 February 2007 • Cash flow: three people, members of the Spir Management a) The information system Committee, have full powers over the Group’s bank accounts. Philippe Léoni Five other people (Chief Executives, members of the Spir In order to meet the internal control objectives, the Group has established Management Committee) have a power limited to €100,000. an extremely centralised organisation with all the accounting and all the information systems centralised at the head office in Aix-en-Provence. • Sales: any service sold is subject to procedures aimed at Concerning the international subsidiaries, all the countries (except Hungary) ensuring the exhaustiveness and the reality of the operation as have been equipped with an information system called “core system”, well as the legal compliance of the documents processed based on SAP and adapted to each set of local regulations: (personal ads, advertising, etc). Report on internal controls
64 Spir Annual Report 2006 Spir Annual Report 2006 65 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Auditors’ report Draft resolutions on internal control recommended to combined general meeting of 15 may 2007
Agenda: • Proposition to renew the mandate of Henri Tracou
Ladies and gentlemen, shareholders, I) Points within the competence of the ordinary general meeting: • Questions
In our capacity as Auditors of Spir Communication S.A. and pursuant to the provisions of Article L. 225-235 of the French Code of Commerce, we present • Reading of the management report drawn up by the Board of Directors • Powers to carry out the formalities you with our report on the report drawn up by the Chairman of your company for the year ended 31 December 2006, in accordance with the provisions of Article L. 225-37 of the French Code of Commerce. • Reading of the general Auditors’ Report II) Points of concern to the extraordinary general meeting:
The Chairman must provide information in his report, notably about the conditions for the preparation and organisation of the work of the Board of Directors • Approval of the financial statements for the year ended 31 December A. Approval of proposed mergers and the internal control procedures established within the company. 2006, approval of the non-deductible costs and discharge for the It is our responsibility to provide you with the comments called for by the information provided in the Chairman's report concerning the internal control Directors 1/ Merger-absorption by Spir Communication of its subsidiary France procedures relating to the preparation and the processing of the accounting and financial information. Diffusion • Allocation of net income for the year We have conducted our work in accordance with the professional standards applied in France. This requires the application of due diligence aimed at • Reading of the report of the Contributions Assessor on the valuation of the appreciating the fairness of the information provided in the Chairman’s report concerning the internal control procedures relating to the preparation and •Approval of the consolidated financial statements of the Spir contributions the processing of the accounting and financial information. This diligence consists, in particular, of: Communication Group for the year ended 31 December 2006 • Approval of the proposed merger stipulating the absorption of France • taking note of the objectives and of the general organisation of internal control, as well as of the internal control procedures relating to the • Reading of the Chairman’s report on the operating of the Board of Diffusion by Spir Communication, approval of the contributions and of preparation and the processing of the accounting and financial information presented in the Chairman’s report Directors and the internal control procedures and reading of the Auditors’ their valuation • taking note of the work supporting the information thus provided in the report Report on the said report • Powers to carry out the formalities. On the basis of this work, we have no comments to make about the information provided concerning the internal control procedures of the company relating • Reading of special report on stock options to the preparation and the processing of the accounting and financial information contained in the report of the Chairman of the Board of Directors and 2/ Merger-absorption by Spir Communication of its subsidiary Media Pic drawn up pursuant to the provisions of Article L. 225-37 of the French Code of Commerce. • Reading of the special Auditors’ Report on the agreements specified in Article L 225-38 of the French Code of Commerce and approval of the • Reading of the report of the Contributions Assessor on the valuation of the said agreements contributions
The Auditors • Ratification of the cooptation of Hervé Pinet as Director in replacement of • Approval of the proposed merger stipulating the absorption of Media Pic Laurent Tournon by Spir Communication, approval of the contributions and of their Nantes and Marseilles, 6 April 2007 valuation • Ratification of the cooptation of Louis Echelard as Director in replacement KPMG Audit ERNST & YOUNG Audit of Francis Teitgen • Powers to carry out the formalities. A Department of KPMG SA Franck Noël, François Châtel Christine Blanc-Patin • -Notification of death of the Director Philippe Amyot d’Inville
66 Spir Annual Report 2006 Spir Annual Report 2006 67 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 B. Authorisation given to the Board of Directors to acquire its own shares: after discussion and exchange of views, decides to recommend to the next Reading of the report of the Board of Directors on the stock plans. II. EXTRAORDINARY SESSION Combined General Meeting of the shareholders the following allocations • Report on the use of the authorisation given by the general meeting of 18 and distributions: FOURTH RESOLUTION A. Approval of proposed mergers May 2006 to acquire its own shares Net income for the year: 38,014,022.01 euros After having heard a reading of the Auditors’ Report on the agreements 1. Merger-absorption by Spir Communication of its subsidiary France • Report for obtaining authorisation from general meeting of 15 May 2007 Positive retained earnings: 523,760.00 euros specified in Article L.225-38 of the Code of Commerce and ruling on this Diffusion to acquire its own shares. ------report, the General Meeting approves each of the said agreements. Total distributable 38,537,782.01 euros A reading is then heard of the merger project signed on 15 February 2006 C. Proposal to make share capital available to employees FIFTH RESOLUTION and the contribution assessor's report concerning the contributions of the 1) Miscellaneous reserves 7,310,727.01 euros France Diffusion-Spir Communication merger. Powers to carry out the formalities. The general meeting decides to ratify the nomination of Hervé Pinet as 2) As dividends paid to the shareholders, temporary Director, as was decided by the board of directors meeting on 18 TENTH RESOLUTION I. ORDINARY SESSION the sum of 31,227,055.00 euros May 2006. He replaces Laurent Tournon, who resigned from his functions, or 5 euros for each of the 6,245,411 shares for the remainder of his mandate, which is the date the general meeting will The general meeting, after having heard a reading of the following: FIRST RESOLUTION ------be held to consider the accounts for the year ending 31 December 2008. Total allocated: €38,537,782.01 • merger project, signed on 15 February 2007 After having heard a reading of the report of the Board of Directors and of SIXTH RESOLUTION the Auditors’ Report as well as additional explanations provided, the The meeting decides that the dividend shall be paid on 31 May 2007. • and the report on the merger project of Mr. Ruinet, designated as comments exchanged during the meeting and after having taken note of the Private individuals residing in France are eligible for an abatement of 40% The general meeting decides to ratify the nomination of Louis Echelard as contributions assessor by order of the President of the Court of balance sheet and financial statements for the year ended 31 December as per paragraph 158-3 2 of the French General Tax Code. temporary Director, as was decided by the board of directors meeting on 18 Commerce in Aix-en-Provence on 13 February 2007 2006, the General Meeting approves the annual financial statements in May 2006. He replaces Francis Teitgen, who resigned from his functions, their entirety and all their parts (balance sheet, income statement and It is specified that the dividends distributed for the previous three years for the remainder of his mandate, which is the date the general meeting will Accepts and approves the merger-absorption taking effect on January 1st, notes) as well as the transactions represented in these financial statements were: be held to consider the accounts for the year ending 31 December 2010. 2007, the contributions made by the company France Diffusion and their and specified in these reports. valuation as it is defined in the draft merger deal, the said contributions SEVENTH RESOLUTION being consented to and in consideration of which, the absorbing company It approves the expenses and costs non-deductible from income subject to Years Number of shares Total distribution Dividends Spir Communication will be made responsible for the liabilities of the remunerated amount corporation tax which amounted to a total of €23,790. The assembly takes note of the death of Philppe Amyot d’Inville in June of absorbed company and will satisfy all its commitments. 2003 6,245,411 20,609,856.30 euros 3.30 euros 2006, and the de facto termination of his mandate as director. 2004 6,245,411 31,227,055.00 euros 5.00 euros It notes that the annual financial statements show a net accounting income The net positive value of the contribution of the company France Diffusion, 2005 6,245,411 31,227,055.00 euros 5.00 euros of thirty-eight million fourteen thousand and twenty-two euros and one cent EIGHTH RESOLUTION namely €581,089, is less than the book value of the shareholding listed in (€38,014,022.01). the accounts of the company Spir Communication, which totals THIRD RESOLUTION The general meeting decides to re-elect for a duration of six years, expiring € 2,323,856. As a result, a technical merger deficit will exist for this Accordingly, it grants discharge for the year ended 31 December 2006 to all the day of the meeting held to consider the financial statements ended 31 operation, totalling €1,742,767. After having heard a reading of the Auditors’ Report and additional the Directors for their management and discharge to the Auditors for the December 2012, Henri Tracou, as incumbent director. explanations, the General Meeting approves the consolidated financial execution of their mission. Since the absorbing company Spir Communication was owner prior to the statements for 2006, which show sales of €588.5 million, consolidated net NINTH RESOLUTION registration date of the merger project at the Aix-en-Provence commercial income of €52.6 million, and the Group’s share of net income at €52.8 SECOND RESOLUTION court registry of all the shares of the absorbed company France Diffusion, million. Following the adoption of the previous resolutions, the general meeting the merger results in no increase in the capital of Spir Communication and After having noted that the financial statements for the year showed a net gives full powers to the bearers of copies or extracts of these minutes to the absorbed company France Diffusion will be dissolved immediately, Reading of the Chairman’s report on the operating of the Board of Directors income of thirty-eight million fourteen thousand and twenty-two euros and make any filings and publication that may be necessary. without liquidation, by reason only of the final completion of the merger. and the internal control procedures and reading of the Auditors’ Report on one cent (€38,014,022.01) and positive retained earnings of five hundred said report. and twenty-three thousand seven hundred and sixty euros (€523,760.00), with it being noted that the legal reserve has been fully established, and Draft resolutions
68 Spir Annual Report 2006 Spir Annual Report 2006 69 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 The Meeting gives full powers to the Chairman, Philippe Léoni, for the 2007, the contributions made by the company Media Pic and their valuation note of the dissolution without liquidation of Media Pic, with retroactive The maximum purchase price may not exceed €200 per share and the purpose of completing the contribution and merger operations himself or as it is defined in the draft merger deal, the said contributions being effect on January 1st, 2007. minimum disposal price may not be less than €80 per share (except for through a representative appointed by him, and accordingly: consented to and in consideration of which, the absorbing company Spir any eventual operations involving the company's share capital). Communication will be made responsible for the liabilities of the absorbed B. Authorisation given to the Board of Directors to acquire its own shares This authorisation shall be valid for eighteen months. • to confirm, if necessary and in any forms, the contributions made to the company and will satisfy all its commitments. absorbing company, to draw up any confirming, additional or rectifying FOURTEENTH RESOLUTION The General Meeting gives full powers to the Board of Directors, with the deeds that could be necessary, to carry out any formalities necessary to The net positive value of the contribution of the company Media Pic, namely right of delegation, to place any stock market orders, conclude any facilitate the transfer of the assets and liabilities of France Diffusion to €10,739,370, is greater than the book value of the shareholding listed in The general meeting, having taken note of the board of director's report agreements, carry out any formalities and, generally, to take the necessary Spir Communication, the accounts of the company Spir Communication, which totals € concerning the use of the authorisation provided by the general meeting of action for the application of this authorisation. 10,623,522. As a result, a technical merger surplus will exist for this 19 May 2006 to acquire its own shares, notes that the target goals were • to carry out any formalities, make any declarations to the administrations operation, totalling €115,848. met, and validates said acquisitions. C. Proposal to make share capital available to employees concerned as well as any notices and notifications to anyone whatsoever and, in particular, to request the striking-off of the company from the Since the absorbing company Spir Communication was owner prior to the FIFTEENTH RESOLUTION SIXTEENTH RESOLUTION Corporate Register; in the event of difficulty, to bring or continue any registration date of the merger project at the Aix-en-Provence commercial proceedings, court registry of all the shares of the absorbed company Media Pic, the After having taken note of the board of director's report on the new plan for The general meeting, after having heard a reading of the report of the Board merger results in no increase in the capital of Spir Communication and the purchasing shares, the general meeting authorises the board of directors to of Directors and the special Auditor's Report, and having taken note of the • for the above purposes, to sign any legal papers, deeds and documents, absorbed company Media Pic will be dissolved immediately, without purchase shares in the company, limited to 8% of the total amount of provisions included in paragraph L.225-129-6 of the French Code of to elect domicile, replace and delegate within the limit of these powers liquidation, by reason only of the final completion of the merger. shares making up the share capital on the day of the present meeting, or Commerce stipulating that the shareholders shall be consulted once every and to take any action that is necessary. 499,632 shares. three years, in the goal of reserving an increased quantity of share capital The Meeting gives full powers to the Chairman, Philippe Léoni, for the for the company's employees, under the terms and conditions set down in ELEVENTH RESOLUTION purpose of completing the contribution and merger operations himself or The meeting decides that the shares may be acquired, in compliance with paragraph L.443-5 of the French Work Code, and rendering its decision as through a representative appointed by him, and accordingly: the directions stated in the aforementioned board of director's report, with per these provisions and those stated in paragraph L.225-138 of the French The general meeting, in consequence of the preceding decision, takes note the following end goals: Code of Commerce: first and foremost of the merger by Spir Communication, and thereby takes • to confirm, if necessary and in any forms, the contributions made to the note of the dissolution without liquidation of France Diffusion, with absorbing company, to draw up any confirming, additional or rectifying • the activation of the secondary market or the liquidity of the Spir Decides to adopt or reject the resolution proposed herein below: retroactive effect on January 1st, 2007. deeds that could be necessary, to carry out any formalities necessary to Communication share by an Investment Service Provider via a liquidity facilitate the transfer of the assets and liabilities of Media Pic to Spir contract in compliance with the business ethics charter recognised by the • "notes that the shares held by the employees of the company and its 2. Merger-absorption by Spir Communication of its subsidiary Media Pic Communication, French Financial Market Authority, with a ceiling limit of 4% of the share affiliates as defined in paragraph L.225-180 of the French Code of capital, commerce represent less than 3% of share capital A reading is then heard of the merger project signed on 15 February 2006 • to carry out any formalities, make any declarations to the administrations and the contribution assessor's report concerning the contributions of the concerned as well as any notices and notifications to anyone whatsoever • the allocation of shares to the employees of the company and the • decides to authorise the board of directors to increase capital, in a single Media Pic-Spir Communication merger. and, in particular, to request the striking-off of the company from the subsidiaries of Spir Communication Group, according to the terms and action or a series of actions, in the proportions and at the times it deems Corporate Register; in the event of difficulty, to bring or continue any conditions foreseen by the law, for stock-option plans or for allocating fit, within two years of the present general meeting, with the number of TWELFTH RESOLUTION proceedings, bonus shares to employees pursuant to the provisions of paragraph shares thus emitted limited to 1% of share capital following any L.225-197-1 and following of the French Code of Commerce, operation, and with a nominal value of 4 euros not including the share The general meeting, after having heard a reading of the following: • for the above purposes, to sign any legal papers, deeds and documents, premium. The offer is reserved to salaried employees adhering to the • merger project, signed on 15 February 2007 to elect domicile, replace and delegate within the limit of these powers • financing of operations to boost external growth, while respecting the company savings plan and shall be carried out as per the provisions and to take any action that is necessary. legal limit of 5% of share capital. stipulated in paragraph L.443-5 of the French Work Code. As a result, this • and the report on the merger project of Mr. Ruinet, designated as authorisation entails the elimination by right of the shareholders' right to contributions assessor by order of the President of the Court of THIRTEENTH RESOLUTION Furthermore, it will be noted that the purchase or disposals of these shares preferential treatment for stock options. Commerce in Aix-en-Provence on 13 February 2007 may be performed by any means, including by the acquisition or disposal The general meeting, in consequence of the preceding decision, takes note of blocks of shares, and the use of derivatives. • as these stocks are admitted for trading on regulated markets, decides Accepts and approves the merger-absorption taking effect on January 1st, first and foremost of the merger by Spir Communication, and thereby takes that the subscription price of the new ordinary shares, which shall confer Draft resolutions
70 Spir Annual Report 2006 Spir Annual Report 2006 71 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 the same rights as the former shares in the same category, cannot exceed the average share price quoted in the twenty trading sessions preceding the day of the decision to grant options, nor be more than 20% List of mandates of Spir below the average
• decides that each increase in capital shall be limited to the total number of stock options that are actually purchased by the employees Communication’s company The general meeting delegates full powers to the Board of Directors for the following: officers • declare the issue date and the terms for the increased share capital resulting from the present authorisation in compliance with current laws on 31/12/2006 and regulations; and in particular set the purchase price as per the rules defined herein above, the beginning and ending dates to exercise the stock options, the applicable dates, the ownership periods, and the lead In accordance with the provisions of Article L. 225-102-1 of the Code of • Manager of SCI des Romarins, times for when the shares shall be eligible for sale, Commerce, we bring to your attention “the list of all of the mandates and • Manager of SCI de la Pommeraie. functions exercised in any company by each of the company officers during • report when the increase in capital has been carried out, limited to the the year”. On 31 December 2006, Mr Louis Echelard exercised the following amount of shares that will have actually been purchased; mandates: On 31 December 2006, Mr Philippe Léoni exercised the following • Director of Spir Communication SA, mandates: • Representative of the company SIPA on the Board of Directors of the • perform either directly or through a representative all operations and • Chairman and Chief Executive of Spir Communication SA, company Publications du Courrier de l’Ouest, formalities; • Chairman of the Management Board of Media Pic SAS, • Deputy Chief Executive of the company Publications du Courrier de • Manager of Régicom SARL, l’Ouest, • make any necessary modifications to statutes due to the increase in • Manager of Easy Compagnie SARL, • Director of the company Société d’Edition de la Résistance de la Presse share capital; • Manager of Le Manège SCI. de l’Ouest (SERPO), • Director of Société d’Exploitation du Maine Libre, • and in general, perform any actions deemed useful and necessary for the He is also the permanent representative of Spir Communication SA on the • Member of the Supervisory Board of SA Com>Quotidiens. definitive increase or successive increases in share capital ". Board of Directors of 20 Minutes France SAS. He is the representative of the company Régicom, and Chairman of the On 31 December 2006, Mr François-Régis Hutin exercised the following S.A.S. company RPN. mandates: SEVENTEENTH RESOLUTION • Chairman, Chief Executive and Director of Ouest-France SA, On 31 December 2006, Mr. Gérard Becue exercised the following • Chairman and Director of Sofiouest SA, The General Meeting gives full powers to the bearers of copies or extracts mandates: • Director of Spir Communication SA, of these minutes to make any necessary filings. • Director of Spir Communication SA, • Representative of Ouest-France SA on the Supervisory Board of CFPP SA • Director of Sofiouest SA, • Auditor of SA Com>Quotidiens, • Director of A.C.O. 24 H du Mans. • Member of the Supervisory Board of Publihebdos SAS, • Co-Manager of Précom SARL, On 31 December 2006, Mr. Francis Cartoux exercised the following • Co-Manager of Prepart SCS,, mandates: • Co-Manager of Société Civile SIPA • Chairman of the IPS SAS Imprimeries, • Co-Manager of Société Civile SPGO (Société de Participation Grand- • Director of Spir Communication SA, Ouest), • Chairman of SCI Les Iscles, • Member of the Supervisory Board of Edilarge SA,, • Manager of SCI Les Oiseaux, • Director of Société des Publications du Courrier de l’Ouest • Manager of SCI de l’Olivier, • Representative of Société des Publications du Courrier de l’Ouest on the Draft resolutions
72 Spir Annual Report 2006 Spir Annual Report 2006 73 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Board of Directors of Société d’Exploitation du Maine Libre, On 31 December 2006, Mr. Camille Thiéry exercised the following Mr Francis Teitgen resigned from his mandate as Director of Spir • Director of SA Le Maine Libre, mandates: Communication on 31 March 2006. Up to that date, he exercised the • Representative of SIPA on the Board of Directors of Société d’Edition de • Director of Spir Communication SA, following mandates: la Résistance de la Presse de l’Ouest (SERPO). • Director of Concept Multimedia Switzerland SA, • Vice-Chairman, Deputy Chief Executive of Ouest-France SA, • Director of 20 Minutes France SAS, • Vice-Chairman, Deputy Chief Executive of Sofiouest SA, On 31 December 2006, Mr. François-Xavier Hutin exercised the following • Director of Immofrabel SA, a Belgian company, • Director of Spir Communication SA, mandates: • Manager of Harmas SCI. • Director of AON France SA, • Chairman of the Supervisory Board of Edilarge SA, • Member of the Supervisory Board of Publihebdos SAS, • Director of Ouest-France SA, On 31 December 2006, Mr. Philippe Toulemonde exercised the following • Co-Manager of Précom SARL. • Director of Sofiouest SA, mandates: • Director of Spir Communication SA, • Deputy Chief Executive of Ouest-France SA, Mr Philippe Amyot d’Inville, who passed away in June of 2006, exercised • Member of the Supervisory Board of Infomer SA, • Co-manager of SARL Précom, the following mandates previously: • Manager of SCI de la Bellangerais, • Co-manager of SARL Europe Régie Ouest, • Vice-Chairman and Director of Ouest-France SA, • Manager of SCI Le Plessis, • Manager of SARL Nantes Médias, • Director of Spir Communication SA, • Director of Société des Publications du Courrier de l’Ouest, • Manager of SARL Fréquence Ille, • Chairman of the Supervisory Board of Publihebdos SAS, • Director of SA Le Maine Libre, • Manager of SARL Affiouest, • President of the company Gestion de Publihebdos, • Director of the company Société d’Edition de la Résistance de la Presse • Manager of SARL Cap Vente, • Representative of Publihebdos in the SARL le Pays d’Auray, de l’Ouest (SERPO), • Manager of SARL Demo FM, • Manager of Le Ploermelais SARL. • Director of Société d’Exploitation du Maine Libre. • Chairman of SAS Precontact, • Representing SARL Precom, President of SAS Hebdos Communication, On 31 December 2006, Mr. Paul Museux exercised the following • Chairman of SAS Medialec, mandates: • Manager of SCI Freville, • Chief Executive of Sofiouest SA, • Manager of SCI Primmo, • Director of Spir Communication SA, • Manager of SCI Detoeuf, • Manager of SGIF SARL, • Manager of SCI Performer 1, • Manager of Socimmo SCI, • Member of the Supervisory Board of SAS Publihebdos, • Manager of 5 rue d’Alger SCI, • Manager of SARL Judikael 35, • Co-Manager of Prepart SCS, • Manager of SARL Judikael 44, • Co-Manager of SCI de Parc Logoner, • Chairman of the Supervisory Board of SA Infomer, • Member of the Supervisory Board of Edilarge SA, • Director of Spir Communication SA, • Chairman of Saint Honoré SAS, • Representative of Ouest-France on the Supervisory Board of SA • Representative of SIPA on the Supervisory Board of Publihebdos SAS, Com>Quotidiens, • Representative of Sofiouest on the Board of Directors of 20 Minutes • Chairman of SA TV Web Régions, France SAS, • Permanent representative of SA Ouest-France at GIE Emplois régions, • Director of Société des Publications du Courrier de l’Ouest. • Director of GIE Quotidiens Associés, • Director of Société des Publications du Courrier de l’Ouest, On 31 December 2006, Mr. Hervé Pinet exercised the following mandates: • Director of SA Le Maine Libre, • Deputy Chief Executive and Director of Spir Communication SA, • Deputy Chief Executive and Director of the company Société d’Edition de • Manager of Adrexo, la Résistance de la Presse de l’Ouest (SERPO), • Director of Procar SA,, • Director of Société d’Exploitation du Maine Libre. • Director of S3G Com SA, • Director of Dolphin Publishers Ltd, On 31 December 2006, Mr. Henri Tracou exercised a mandate as a Director • Director of Dolphin Magazines Ltd, of Spir Communication SA. • Director of Dolphin Magazines 2 Ltd. In order to provide the most complete and transparent information possible, He is also the permanent representative of Spir Communication SA on the it should be noted that: Board of Directors of Caradisiac SA. List of the mandatesCommunication’s of company Spir officers
74 Spir Annual Report 2006 Spir Annual Report 2006 75 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534 Printed in May 2007
Implementation: Communication Directorate Administrative and Finance Directorate and Legal Department of the Spir Communication Group
Design and creation, 3D: Laurent Mitre for Studio Images
Translation: Jeffrey Probst
Image formatting: François Lefèbvre
Printing: Horizon Printing Press- Gémenos, France
76 Spir Annual Report 2006 WorldReginfo - 361a6a7b-2165-4348-9a16-b64e350b1534