ANNUAL REPORT 2016 Annual Report 2016 ANNUAL REPORT 2016 Duferco Group STRATEGY 6 MISSION 10 DIVISIONAL ORGANIZATION 12 CONTENTS GLOBAL LOCATIONS 14 FINANCIAL REVIEW 20 FINANCIAL STATEMENTS 24 BUSINESS REVIEW 28 Energy Trading Division 29 Energy Retail, Renewable Production & Origination Division 32 Shipping Division 35 Steel Production and Distribution Division 38 Investment Division: Diversified Activities 41 Investment Division: Steel Trading 45 GOVERNANCE 48 CORPORATE DIRECTORY 60 4 5 Annual Report 2016 2016 WAS A VERY IMPORTANT YEAR FOR DUFERCO: IT LAID THE FOUNDATION OF A TRANSFORMATION PROCESS THAT WILL ULTIMATELY CHANGE THE FOCUS OF DUFERCO’S FUTURE STRATEGY, FOLLOWING THE OBJECTIVES OF ITS SHAREHOLDERS AND LEVERAGING THE SKILLS AND EXPERIENCES OF ITS TEAM OF KEY MANAGERS, READY TO ACCOMPANY DUFERCO DURING THIS EXCITING PROCESS. In 2015, the shareholders of Duferco Participations Holding SA (DPH), top holding of the Duferco Group, decided to sell the majority of its steel trading arm, Duferco International Trading Holding SA (DITH) to Hesteel Group (formerly named Hebei Iron & Steel Group), the largest steel producer in China. While maintaining a significant minority stake in DITH, Duferco has strategically decided to leave its historical core business and focus on its new diversified operations. During the course of its life, Duferco has experienced essentially four strategic phases. The 1st phase (1979-1995) saw Duferco as a “pure steel trader” developing successfully to STRATEGY cover a global presence and profitable business operations. The 2nd phase (1996 -2011) saw Duferco as an “industrial player” implementing a significant acquisition campaign in Western Europe, Eastern Europe, Russia, USA, South Africa and Central America. By the end of 2011 almost all the shareholding or the controlling stake of these industrial units was disposed of. The 3rd phase (2011-2015) saw Duferco as a “vertically integrated steel and energy trader” with some residual steel industrial presence in Europe (JV Duferdofin-Nucor, Duferco Danish Steel and Makstil) and South Africa (DSP and Vanchem). Finally, the current 4th phase (2015-today) following the disposal of the controlling stake of the steel trading arm to Hesteel Group, sees Duferco as a “diversified investor with main focus on three areas: 1) energy (trading, renewable power production, origination and retail), 2) shipping and 3) industry (steel production and distribution)”. The legacy with the past and the ability to capture fundamental trends in the business is a key heritage that has been deeply consolidated into the mind-set of the “people of Duferco” over the years and that is now going to be the basis for the future developments of the Group. The steel trading, production, transformation and distribution distinctive competences of the people of Duferco, as well as a number of industrial assets are still held by DPH and are now grouped in the Industrial Division of the new Duferco Group. Duferco’s JV with Nucor Group (Duferdofin-Nucor) continues its strategy of product diversification to become leader in the higher added-value segments of the market, and the downstream integration with selected re-rolling mills allows Duferdofin-Nucor to maximize the productivity of its mill. Aside from the core competences of the Group, there is a whole new area, derived from the previous experiences but outside the perimeter of DITH, that has been nicely developing over the last decade and that is going to be the focus of the future developments of Duferco and that is grouped in the Energy Division. 6 7 Annual Report 2016 IN THE ENERGY DIVISION THE MISSION IS TO CONSOLIDATE A MAIN PORTFOLIO OF TRADING ACTIVITIES BASED ON EUROPEAN AND AMERICAN POWER & GAS MARKETS WHILE DEVELOPING, ON ITS SIDE, NEW TRADING OPERATIONS IN THE SECTOR OF OIL AND LNG. Scheme of Duferco Group by Business Division In the Retail sector in Italy the strategy is to position Duferco Energia as an efficient and innovative service provider for a number of target counterparties (energy consumers and DUFERCO PARTICIPATIONS HOLDING SA, LUXEMBOURG renewable energy producers) in the sector of energy and energy efficiency and acquiring market shares by continuing to develop our already strong sales network on the whole national territory. Energy Shipping Industrial Investment The synergies with our captive renewable production assets in Italy are contributing to DIVISION DIVISION DIVISION DIVISION reinforce the potential for profitability of the whole Italian energy group while consolidating a component of the overall energy trading portfolio activities of the Duferco Group that is key from a risk management perspective. The Energy Trading division based in Lugano (DufEnergy Trading SA) has recently diversified into non-energy types of commodities expanding its trading area of expertise. Following this product diversification, DufEnergy has recently decided to start a process aimed to change its corporate identity. The hope is to better reflect the new business idea the company wants to pursue in the future years as a diversified portfolio trading company. Shipping is another area where the people of Duferco have focused their interest during the last decade: the long-lasting partnership with the Romeo Group, as well as an Trading historical link with the steel trading activities has given a great opportunity to mature a strong experience and knowledge of the fundamentals of this business that has already Retail Shipping Diversified contributed to obtain good results. Following Energy, the Shipping Division is also going Investments Activities to be key in the future development of Duferco. Renewable Steel Production Production Shipping & Distribution Steel Finally, a number of minor holdings are part of the Duferco portfolio of diversified activities. Services Trading In the next figure it is shown a scheme of the Duferco Group reflecting the a.m. business Renewable divisions that represent the business portfolio of the Group. Origination 8 9 Annual Report 2016 OUR MISSION IS TO DEVELOP A HIGHLY QUALIFIED AND AGILE DIVERSIFIED GROUP, WITH ITS CORE ACTIVITIES IN THE ENERGY, INDUSTRIAL AND SHIPPING BUSINESSES. IN DOING SO, WE AIM TO DEVELOP A STRONG PORTFOLIO OF ACTIVITIES THAT COULD GROW SUSTAINABLY OVER THE NEXT YEARS WHILE PRODUCING LONG-TERM RISK-ADJUSTED RETURNS ON EQUITY INVESTMENTS WHICH ARE ABOVE AVERAGE OF THEIR RESPECTIVE SECTORS. THE SHAREHOLDERS ARE CONSCIOUS THAT TO REACH THIS GOAL, THEY NEED TO KEEP DEVELOPING AN ENVIRONMENT THAT CAN ATTRACT THE BEST TALENTS WHILE GIVING TO COMPANY’S MANAGEMENT UNIQUE OPPORTUNITIES FOR PROFESSIONAL GROWTH AND PERSONAL SATISFACTION. IT IS SHAREHOLDERS’ COMMITMENT TO PROMOTE THESE GOALS WITH INTEGRITY AND PROFESSIONALISM, IN COMPLIANCE WITH LEGAL AND REGULATORY REQUIREMENTS, WHILE RESPECTING THE DIGNITY AND THE RIGHTS OF ALL INDIVIDUALS AND AVOIDING ANY FORM OF DISCRIMINATION. 10 11 Annual Report 2016 ENERGY DIVISION TRADING Europe, USA and Brazil RETAIL, RENEWABLE PRODUCTION & ORIGINATION Italy SHIPPING DIVISION HEADQUARTER DIVISIONAL Luxembourg SHIPPING OPERATIONS ORGANIZATION Switzerland INDUSTRIAL DIVISION STEEL PRODUCTION & DISTRIBUTION Europe INVESTMENT DIVISION DIVERSIFIED ACTIVITIES Italy, Belgium and South Africa STEEL TRADING (DITH) Luxembourg 12 13 Annual Report 2016 BELGIUM BRAZIL BULGARIA CANADA COLOMBIA CZECH REPUBLIC DENMARK FRANCE GLOBAL ITALY LUXEMBOURG LOCATIONS REPUBLIC OF SOUTH AFRICA SERBIA SPAIN SWITZERLAND THE NETHERLANDS TURKEY U.A.E. UNITED KINGDOM USA 14 15 Annual Report 2016 GLOBAL LOCATIONS Duferco Thionville SAS u Duferco Italia Holding SPA s BELGIUM YUTZ S.ZENO NAVIGLIO (BRESCIA) THE NETHERLANDS Duferco Wallonie SA ★ Nova Marine NL BV 6 CHARLEROI Duferdofin - Nucor SRL n ROTTERDAM ITALY S.ZENO NAVIGLIO (BRESCIA) Deep Green SA ★ Virtual SRL u CHARLEROI CHIAVARI (GENOVA) Acofer Prodotti Siderurgici SRL u TURKEY S.ZENO NAVIGLIO (BRESCIA) Dufenergy Tikaret Anonim Sirketi ❂ Duferco Trebos NV n Duferco Biomasse ISTANBUL TILDONK CUNEO Duferco Italia Holding SPA u TORINO Energia & Territorio SRL n U.A.E. n BRAZIL GENOVA Duferco Solar Trieste SRL Nova Marine Carriers Middle East DMCC 6 ❂ TRIESTE Matrix Comercializadora de Energia LTDA DUBAI SAO PAULO Duferco Solar SRL n n GENOVA Ferriere Bellicini SRL BERZO INFERIORE (BRESCIA) UNITED KINGDOM BULGARIA Duferco Solar Puglia SRL n n Grafton Commoditiy Trading LTD D Nova Log Ltd 6 GENOVA Caleotto SPA S. ZENO NAVIGLIO (BRESCIA) LONDON SOFIA Duferco Energia SPA u n Neo Operations Ltd GENOVA Media Steel SRL CANADA MONTIGNOSO (MASSA CARRARA) LONDON Duferco Engineering SPA u Nova Marine Carriers SA 6 Nova Marine Carriers UK LTD 6 GENOVA MONTREAL LUXEMBOURG LONDON The Adviser SRL n Duferco Participations Holding SA s COLOMBIA GENOVA LUXEMBOURG USA Dufenergy Trading USA LLC ❂ Nova Marine Carriers SA 6 n 6 Elca SRL Nova Marine Holding SA NEW YORK BOGOTÀ GENOVA LUXEMBOURG Idroelettrica Sud SRL n Dufenergy SA ❂ Dufenergy Commodity Trading LLC HOUSTON CZECH REPUBLIC GENOVA LUXEMBOURG Dufenergy Trading CEE SRO ❂ PRAHA Liguria Ecologia SRL n Duferco Vanadium SA u Dufenergy Petro Inc. GENOVA LUXEMBOURG HOUSTON DENMARK Sider Navi 6 Duferco Danish Steel A/S n GENOVA REPUBLIC FREDERIKSVAERK OF SOUTH AFRICA Utility 360° u Vanchem Vanadium Products (Pty) LTD u GENOVA WITBANK FRANCE s Duferdofin - Nucor SRL n Corporate Centre Duferco France SNC u GIAMMORO (MESSINA) n Energy Production Site AUBERVILLIERS SERBIA u Energy Distribution Centre Acofer (warehouse) u Duferco S Recycling D.O.O. u Duferco Morel SA u Gas Distribution Centre