REFERENCE DOCUMENT 2009 CONTENTS the Structure of This Reference Document Complies with Annex 1 of Commission Regulation (CE) N° 809/2004
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REFERENCE DOCUMENT 2009 CONTENTS The structure of this Reference Document complies with Annex 1 of Commission Regulation (CE) n° 809/2004. 1 6 GROUP OVERVIEW FINANCIAL STATEMENTS 1.1. Group profi le 6 1.2. Key fi gures/Commentary on the fi nancial year 7 6.1. 2009 consolidated fi nancial statements 140 1.3. History and development of the Company 13 6.2. 2009 separate fi nancial statements 216 6.3. Consolidated fi nancial statements for 2008 and 2007 241 6.4. Dividend policy 241 2 6.5. Fees paid to the Statutory Auditors 242 BUSINESS ACTIVITIES 2.1. Group structure 18 7 2.2. Nickel Division 18 2.3. Manganese Division 28 INFORMATION ON THE COMPANY 2.4. Alloys Division 36 2.5. Organisation of ERAMET/ERAMET Holding 44 AND ITS CAPITAL 2.6. Business performance of the Divisions in 2009 45 7.1. Market in the Company’s shares 244 2.7. Plants and equipment 48 7.2. Share capital 247 2.8. Research and development/Reserves and Resources 49 7.3. Information on the Company 256 3 7.4. Shareholders’ agreements 259 RISK FACTORS 8 3.1. Commodity risks 60 GENERAL SHAREHOLDERS’ MEETING - 3.2. Relationships with Group partners 60 3.3. Mining and industrial risks 62 WORDING OF DRAFT RESOLUTIONS 3.4. Legal and tax risks/Disputes 65 8.1. Within the remit of the Ordinary General Shareholders’ Meeting 262 3.5. Liquidity, market and counterparty risks 67 8.2. Within the remit of the Extraordinary General Shareholders’ Meeting 264 3.6. Insurance/coverage of risks likely to be incurred by the Issuer 68 8.3. Reports of the Statutory Auditors on the resolutions presented to the General Shareholders’ Meeting 265 4 9 CORPORATE GOVERNANCE 4.1. Presentation of Company and Group management ADDITIONAL ADDITIONAL and administrative bodies 72 9.1. Person responsible for the Reference Document 268 4.2. List of other positions held by members 9.1.1. Name and position of person responsible 268 of the Board of Directors and General Management 82 9.1.2. Declaration by the person responsible for the Reference Document 268 4.3. Shares held by members of the Board of Directors 9.2. Statutory Auditors 269 and General Management 88 9.2.1. Statutory Auditors 269 4.4. Remuneration of corporate offi cers 89 9.2.2. Alternate Auditor 269 9.3. Financial disclosures 269 9.3.1. Person responsible for disclosure 269 9.3.2. Communications process and diary 270 9.3.3. List of fi nancial disclosures and press releases 270 5 9.4. List of reports – Financial year ended December 31, 2009 271 9.5. Concordance table – Annual fi nancial report 272 9.6. Correspondence table - European regulation 809-2004 273 SUSTAINABLE DEVELOPMENT 9.7. Glossary 275 5.1. Introduction 100 9.7.1. Processes 275 5.2. Sustainable development policy 101 9.7.2. Products 275 5.3. Environmental charter 103 9.8. Addresses of consolidated subsidiaries 276 5.4. ISO 14001 certifi cation of industrial sites 104 5.5. Environmental data 104 5.6. Energy savings 112 5.7. Contribution to greenhouse gas reduction policy 112 5.8. Group carbon footprint 114 5.9. Major projects 114 5.10. Responsibility for chemical products 116 5.11. Integration into the Community 118 5.12. Biodiversity 121 5.13. Health and Safety 124 5.14. Human resources 129 French public limited company with a share capital of €80,427,929.65 Registered offi ce: Tour Maine Montparnasse 33, avenue du Maine 75015 Paris, France Registered in the Paris trade register under number 632 045 381 2009 REFERENCE DOCUMENT This document, prepared on the basis of the 2009 fi nancial statements, includes the material information subsequent to the approval of those fi nancial statements to the date of its fi ling. This Reference document was fi led with the AMF on April 16, 2010 in accordance with Article 212-13 of its General Regulations. It may not be used in support of a fi nancial transaction unless accompanied by a prospectus approved by the AMF. 4 ERAMET - 2009 REFERENCE DOCUMENT 1 GROUP OVERVIEW 1.1. Group profi le 6 1.2. Key fi gures/Commentary on the fi nancial year 7 1.2.1. Key business fi gures 7 1.2.2. Information on the ERAMET Group shareholders’ equity 9 1.2.3. Financing and liquidity resources 9 1.2.4. Investments 10 1.2.5. Recent developments and outlook 12 1.3. History and development of the Company 13 ERAMET - 2009 REFERENCE DOCUMENT 5 GROUP OVERVIEW I 1.1. Group profi le 1.1. Group profi le The ERAMET Group is a French mining and metallurgical group with The Group has major competitive advantages: leading global positions in each of its businesses. The Group, which in • high-quality ore reserves in terms of both grades and lifespan; 2009 employed close to 15,000 people in some 20 countries, posted sales strong technological skills in mining, metallurgy, high power closed of €2.6 billion. • die-forging, metal chemistry and hydrometallurgy. The Group’s strategy is to develop its positions in both its businesses, where it holds one of the world’s leading portfolios: alloy metals, which The Group’s strategy is to sustainably strengthen its positions and enhance the properties of steel, and high-performance alloys. The Group profi tability in markets with long-term growth through: is also broadening its operations to new metals with high growth potential, • competitive capacity expansions in nickel and manganese, to maximise such as lithium. returns from its extensive mining resources while supporting the growth of its major global customers; The ERAMET Group is structured into three Divisions: • constantly maintaining the competitiveness of its operations; ERAMET Nickel owns nickel mines in New Caledonia and processes virtu- • a global presence via the ERAMET International sales network and ally all its ore itself. ERAMET is the world’s sixth-largest nickel producer, • strategic investments, particularly in China; the largest ferronickel producer, one of the world’s three high-purity nickel producers and the global leader in nickel chloride. In 2006, ERAMET • a dynamic research and development policy, with regard to both processes acquired the Weda Bay nickel deposit located on the island of Halmahera and products; in Indonesia. This world-class deposit could ultimately enable the Group • careful management, enabling the Group to weather the most diffi cult to almost double its nickel production, if the fi nal investment decision is periods resulting from the cyclical nature of its markets and to invest made in the course of 2012. against the cycle to maximise returns during the most dynamic periods; • ERAMET Manganese is the world’s second-largest producer of manga- • targeted, complementary acquisitions of existing businesses. nese alloys, the second-largest producer of high-grade manganese ore from its Moanda mine in Gabon, and the world’s leading producer of These efforts are intended to provide the ERAMET Group with geographical manganese chemical derivatives. diversifi cation and as well as greater diversifi cation of its metals portfolio, in • ERAMET Alloys is the world’s foremost producer of high-speed steels order to improve its risk profi le and enhance its resilience. and the second-largest global producer of closed die-forged parts for the The Group’s takes a long-term view as to its development. The Group acts aerospace and energy markets. responsibly towards its environment, employees and shareholders. 6 ERAMET - 2009 REFERENCE DOCUMENT GROUP OVERVIEW 1.2. Key fi gures/Commentary on the fi nancial year 1.2. Key fi gures/Commentary on the fi nancial year 1.2.1. KEY BUSINESS FIGURES 1.2.1.1. Business items SALES (in millions of euros) CURRENT OPERATING PROFIT (LOSS) (in millions of euros) 4-167 4-8:3 5-457 3-79: 7182-2:7 2-432 .274 Current operating 43 41 A year that was heavily profi t (loss) of affected by the global -€163 million crisis, but an improvement 31 Current in 2009, but operating € in H2 2009. margin as + 60 million a % .7 of sales in the black in H2. 06 07 08 09 06 07 08 09 NET CASH FLOWS FROM PROFIT (LOSS) FOR PERIOD, OPERATING ACTIVITIES (in millions of euros) (in millions of euros) GROUP SHARE 654 :99 2-251 223 42: 693 7:5 .376 Profi t (loss) for period, Continued positive cash Group share down fl ow generation thanks to to -€265 million, the measures taken by the but an improvement Group in response to the in H2 2009 to crisis. -€52 million. 06 07 08 09 06 07 08 09 CONSOLIDATED NET CASH POSITION (in millions of euros) CAPITAL EXPENDITURE (in millions of euros) 464 :65 2-244 :57 41: 42: 52: 397 Controlled capital Continued strong cash expenditure that position at end 2009 safeguards the future. (€946 million). 06 07 08 09 06 07 08 09 BREAKDOWN OF SALES BY DIVISION GEOGRAPHIC BREAKDOWN OF SALES 32% 44% 31% 50% Alloys Manganese Asia Europe 3% Other 16% 24% North Nickel America ERAMET - 2009 REFERENCE DOCUMENT 7 GROUP OVERVIEW I 1.2. Key fi gures/Commentary on the fi nancial year SALES BY DIVISION 2009 2008 2007 - Nickel 655 897 1,290 - Manganese 1,289 2,348 1,473 - Alloys 750 1,102 1,033 - Holding company & miscellaneous (5) (1) (4) Total 2,689 4,346 3,792 - Sales by geographic region - Europe 1,270 2,224 1,985 - North America 466 812 643 - Asia 840 1,156 922 - Other regions 113 154 242 Total 2,689 4,346 3,792 1.2.1.2.