TABLE OF CONTENTS 3 LETTER TO THE SHAREHOLDERS 4 GROUP ORGANIZATION 5 THE BOARD OF DIRECTORS 6 FINANCIAL HIGHLIGHTS 7 A WORD WITH CEO 8 THREE BUSINESS AREAS 10 PRODUCTION 14 DISTRIBUTION 18 CATERING 23 FINANCIAL STATEMENTS AND CONSOLIDATED ACCOUNTS 2005 24 NOTICE OF ORDINARY SHAREHOLDERS’ MEETING 25 CORPORATE BODIES OF CREMONINI S.P.A. 27 DIRECTORS’ REPORT 51 FINANCIAL STATEMENTS AS AT 31 DECEMBER 2005 52 FINANCIAL STATEMENTS 54 NOTES TO THE FINANCIAL STATEMENTS 81 ANNEXES 107 STATUTORY AUDITORS’ REPORT 111 AUDITORS’ REPORT 115 CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 DECEMBER 2005 116 CONSOLIDATED FINANCIAL STATEMENTS 118 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 147 ANNEXES 183 STATUTORY AUDITORS’ REPORT 187 AUDITORS’ REPORT 191 SUMMARY OF THE RESOLUTIONS TABLE OF CONTENTS 1 2 CREMONINI Luigi Cremonini “2005 WAS A SATISFACTORY AND SUCCESSFUL YEAR. WE HAVE ACHIEVED SIGNIFICANT RESULTS AND LISTED OUR SUBSIDIARY MARR”. Dear Shareholders, For the sixth successive year, we have improved financial statements with the best results in our history, despite the unfavourable scenario and consumption stagnation. With revenues in excess of 2 billion Euro, we have achieved a goal that, ignoring the figures for the moment, is an expression of our capabilities of interpreting as best as possible the dynamics of the market and consumer requirements. The most significant event of the year was undoubtedly the listing of MARR on the Italian Stock Exchange, a company that has continually expanded for over a decade, and is a leader in a modern and innovative business activities.The listing had an excellent response from the financial markets and enabled the best possible valorisation of our company shareholding. We can now boast leadership in all the sectors in which we operate, and in some business segments – such as catering on-board trains in Europe and motorway catering in Italy – we have been recognized as having excellent service quality in a time span of a few years. Production, distribution and catering, although in different ways, have all contributed towards the creation of value, which rewards our shareholders for their faith in us, with increasing profits and dividends. I would also like to underline the vital contribution of those who share these results every day: the 6,700 people who work for the Group all over the world, and the motivated, dynamic and highly professional management team in charge of our business. I am convinced that in 2006, we will continue to progress and continue to deserve the faith of those who believe in the Cremonini Group, our shareholders, suppliers, customers and all those who, near or far, construct our future day by day. The Chairman Luigi Cremonini 3 HOLDING BUSINESS SECTORS PRODUCTION DISTRIBUTION CATERING BUSINESS AREAS Beef Cured Foodservice Door Commercial On board Motorways Meat to Door trains & Snack COMPANIES Inalca S.p.A. Montana Marr S.p.A. Domogel Roadhouse Cremonini Moto S.p.A. Alimentari S.r.l. Grill Italia Restauration S.p.A. S.r.l. S.a.s. Realfood 3 Salumi Alisea Momentum S.r.l. d’Emilia S.c.ar.l. Services S.r.l. Ltd Frimo Marr Railrest S.a.m. Foodservice S.a. Iberica S.a. OPERATING DIVISION 4 Director Edoardo Rossini (1)(2) Director Director Valentino Fabbian Giorgio Pedrazzi (3) Chief Executive Officer Chairman Vincenzo Cremonini Luigi Cremonini (1) Vice-Chairman Director Paolo Sciumè Mario Rossetti (1)(2) (2) Director Paolo Lualdi The Board of Directors of Cremonini Spa (1) Member of the Compensation Committee - (2) Member of the Internal Audit Committee and Corporate Governance Committee (3) With mandate for the management of the catering business-unit 5 2005 ANOTHER YEAR OF CONTINUOUS GROWTH Main financial ratios 2001* 2002* 2003* 2004 2005 ROS (Ebit / Revenues) 3.2% 3.7% 3.5% 3.5% 3.4% ROI (Ebit / Net Capital Equipment) 5.0% 7.0% 7.2% 8.4% 8.1% EBITDA / Net Financial Expenses 2.2 3.1 4.1 4.9 5.6 Interest Coverage (Ebit / Net Financial Expenses) 1.2 1.8 2.4 3.0 3.4 Net Debt / Ebitda 7.8 5.9 5.2 4.7 4.4 Net Debt / Equity 2.7 2.5 1.8 1.7 1.4 Net Debt / Revenues 47% 37% 31% 27% 24% TOTAL REVENUES (mln/euro) EBITDA / EBIT (mln/euro) 2,128.9 1,992.5 70.7 71.5 1,786.6* 62.4* 114.2 117.1 107.3* 2003 2004 2005 2003 2004 2005 * Pro-forma figure for purposes of comparison obtained by applying IAS/IFRS compliant adjustments to historical data. 6 Vincenzo Cremonini “ALL THE PRE-ESTABLISHED OBJECTIVES ACHIEVED: INCREASED REVENUES, MARGINS AND PROFITS AND ALL MAIN FINANCIAL INDICATORS CONTINUALLY IMPROVING.” Economic and Financial results substantially in line with those of the previous year, while The Cremonini Group’s revenues exceeded 2 billion Euro the margins decreased, mainly due to the increase in the for the first time in 2005, reaching 2,128.9 million Euro, an cost of raw materials, which does not involve immediate increase of 6.8% compared to 2004. recovery through sales prices. This is a particularly satisfying result because it has been The DISTRIBUTION sector, through our subsidiary MARR, achieved by further improving all the economic and achieved positive results on all fronts, in line with financial indicators.This goal is testimony to the Group’s expectations. In particular, the increase in revenues capacity to expand over time, chiefly because of our amounted to 12.2%, for the most part through corporate focused and constant policy of investments, which is expansion, while the gross operating margin and operating entirely financed by the cash-flow. profit rose by 7.2% and 4.9% respectively. The gross operating margin (EBITDA) and the operating The CATERING sector performed beyond all expectations profit (EBIT) amounted to 117.1 and 71.5 million Euro – also thanks to the increasing contribution of Moto in respectively showing an improvement over the past year, motorway catering – with revenues increasing by 11.6% as well as the profit from normal operations which and a gross operating margin and operating profit up by amounted to 50.6 million Euro (+7.1%). 10.6% and 14.0% respectively. The pre-tax profits reached 76.8 million Euro compared to Expectations for 2006 45.9 million Euro for the same period in 2004, a result The objective is to continue growth in terms of turnover which was achieved thanks to the extraordinary income and profitability through development drivers providing: from the MARR IPO, which accounted for 26.1 million Euro. in Production, the recovery of marginality in the various channels and also strengthening of our international The Group’s net consolidated profits amounted to 40.6 presence also through direct investments, such as the new million Euro, quadrupled compared to 10.8 million Euro platform in Russia. for the same period in 2004. in Distribution, internal growth through strengthening of The Net Debt was 512.1 million Euro, a decrease of the sales network and external growth through the over 20 million Euro compared to 2004. acquisition of local competitors. An investment in the new Consequently, the ratio between Net Debt/Equity platform in Tuscany is also planned. improved, falling to 1.4 compared to 1.7 in the previous year. in Catering, internal growth supported by the award of new concessions and external growth through acquisitions Trends of the 3 sectors of other catering companies. The PRODUCTION sector registered revenues that were 7 1 Production 2 Distribution 3 Catering 1 2 3 8 BREAKDOWN OF REVENUES BY BUSINESS AREA FOODSERVICE DISTRIBUTION 40% PRODUCTION CATERING 45% 15% 3 BUSINESS AREAS AND THE STRENGTH OF A MAJOR INTERNATIONAL GROUP: CREMONINI IS AN IMPORTANT PLAYER IN THE ITALIAN AND EUROPEAN FOOD INDUSTRY. Listed on the STAR segment of the Italian Stock Exchange, the Group, based in Castelvetro di Modena, employs 6,700 people all over the world and is active in three business areas: production, foodservice distribution and catering. The Group Three operating sectors Created in 1963 through an entrepreneurial initiative of Luigi In the PRODUCTION sector, which represents 45% of the Cremonini, in little more than 40 years, the Group has become 2005 consolidated revenues, the Group is represented by nationally and internationally renowned as a point of reference Inalca S.p.A, which operates in the production and in the food industry, not only in the historical beef sector but commercialization of beef products and meats-based also in the more recently developed sectors of distribution and processed products and which itself controls various catering. companies in the same sector in Italy and abroad.The production of cured meats is carried out by Montana The Cremonini Group is composed of independent companies Alimentari S.p.A. operating as leaders in their respective markets or in any event in significant positions. In the sector of food DISTRIBUTION to operators in the non-domestic catering sector, the reference company is Cremonini S.p.A. MARR S.p.A., listed on the STAR segment on the Italian Stock The Cremonini S.p.A. Parent Company, as well as owning Exchange since June 2005 and 57.4% of whose share capital shareholdings in the operating companies, also defines is owned by Cremonini.This business represents 40% of the strategies in the various sectors and plays a support role in the 2005 consolidated revenues. following areas: finance, information systems, corporate and tax, legal, human resources and pubblic relations. In the CATERING sector, Cremonini S.p.A. operates directly through its own Catering Division, which controls, in the In December 1998 Cremonini S.p.A. was listed on the context of catering on-board trains in Europe, the companies Electronic Stock Market managed by the Italian Stock Momentum Services Ltd, Railrest S.a.