MESSAGE FROM THE FOUNDER Message from the ChaIrman of the SUPerVIsorY Board MESSAGE FROM THE CHAIRMAN OF THE EXECUTIVE BOARD FINANCIAL REPORT 2011 ear shareholders, dear friends, This year, I have decided to resign from my position as Chairman of the Supervisory Board of our company. I have Dthus proposed that my son Patrick hold that position from now on. This decision was greatly encouraged by the fact that Walter Butler and his investment fund Butler Capital Partners joined us, and I am delighted about it. New era, new senior management… Of course I shall still express my opinions and my decisions as I remain a member of the board and I hope, if I may say so, that my voice shall always be heard and followed! I wish success to our two new Chairmen, Fabrice Paire, who has replaced Patrick Partouche as the Chairman of the Executive Board. After three eventful years which saw our revenue fall, I am convinced that the work carried out (renegotiation of our commitments to banks and rigorous management) will enable us to return to growth. Isidore Partouche t the turn of one’s life… you need to turn the page! Our Chairman Fabrice Paire and his team have managed to this and I congratulate them, in the nameA of all our shareholders… Over the past few years, the gaming industry has, to a considerable degree, been ill-treated by public authorities and each one of the many economic and regulatory challenges we had to take up mort- gaged the future of our company... They had to negotiate very strictly an extremely complicated syndicated loan, in the midst of a global crisis, they had to face the up-rise of many opportunists who, with their short-lived offers, thought the gaming industry was similar to the telephony industry but they will step down one of these days, having caused quite a stir but gained not much money! The difference between prior 2008 casinos and post 2008 casinos shall be made! Those who will have built a gaming platform serving any kind of terminal, any kind of game to all customers and who will have perpetuated values ever devoted to customer and friend satisfaction… I am sure Groupe Partouche will belong to that kind of casino, I have never doubted about it. The journey ahead will still have its fair share of bumps and scrapes, but the road is almost straight and now is the right time to put our foot down and drive! I wish the Group, and all of you, a great journey ahead. Patrick Partouche uring these still rather contrasted times, with upheavals in attendance figures and volatile business conditions, I have been given the honour of being appointed Chairman of the Executive Board of our company. DI believe that the most difficult years our industry has faced now belong to the past. However, just like the world in which we wake up every morning, the outlook remains somewhat difficult to define and there are still many constraints around which we are evolving. The managers of all of our establishments and their teams have fought hard throughout the period and I wish to pay tribute to their professionalism and their motivation which enabled them to secure the future of their companies. Our banking partners have re-affirmed their trust by looking beyond the current context and restructuring our syndicated loan, and our new financial partner, Butler Capital Partners, has taken a stake in the share capital of the Group, thus providing its specific expertise which we believe should bear fruit. As things stand today, we can really be satisfied to have made our way through such a turbulent period, while protecting the essentials: - Our current operating profitability remained stable; - Our net profit became positive again; - Our net debt was reduced by €50m. Alongside all of the Group’s teams, we are continuing our efforts to consign to the past all the lean years our industry has been through. We can rest assured that day in day out, the Group’s employees open up the doors to our establishments with a sense of ambition and determination, in order to offer our customers all the facets of entertainment, emotion and pleasure they seek at Groupe Partouche. A passion for gaming has always guided the life of our Group and this remains our abiding ambition. In 2012, welcoming our clientele at our establishments shall remain a paramount value, the emotions will remain intact and innovation will continue. Fabrice Paire 1 PERSONS RESPONSIBLE 08 2 AUDITORS 10 3 SELECTED FINANCIAL INFORMATION 11 4 RISK FACTORS 14 5 INFORMATION ABOUT THE ISSUER 30 6 BUSINESS OVERVIEW 35 7 ORGANISATIONAL STRUCTURE 45 8 PROPERTY, PLANT AND EQUIPMENT 50 9 OpERATING AND FINANCIAL REVIEW 54 10 CapITAL RESOURCES 66 11 RESEARCH AND DEVELOPMENT, paTENTS AND LICENSES 68 12 TREND INFORMATION 69 13 PROFIT FORECASTS OR ESTIMATES 71 14 ADMINISTRATIVE MANAGEMENT, SUPERVISORY BODIES AND SENIOR MANAGEMENT 74 15 REMUNERATION AND BENEFITS 90 16 OpERATION OF DIRECTORS’ AND EXECUTIVE BODIES 97 17 EMPLOYEES 108 18 PRINCIpaL SHAREHOLDERS 111 19 RELATED-paRTY TRANSACTIONS 114 20 FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FI- NANCIAL POSITION AND PROFITS AND LOSSES 118 21 ADDITIONAL INFORMATION 200 22 MaTERIAL CONTRACTS 210 23 THIRD paRTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST 211 24 DOCUMENTS ON DISPLAY 212 25 INFORMATION ON INVESTMENTS 213 26 TaBLE OF RECONCILIATION 214 PERSONS 01 RESPONSIBLE 1.1 Person responsible for the registration document Mr. Fabrice Paire, Chairman of the Executive Board. 1.2 Certifying statement by the person responsible for the registration document “Having taken all reasonable care to ensure that such is the and valuation methods applied by the Group”), which re- case, I certify that, to the best of my knowledge, all the infor- ports as follows in paragraph “Accounting estimates and mation contained in the registration document is consistent assumptions”: with the facts and contains no omission likely to affect its - Error corrections in relation to the accounting treatment import. of the territorial economic contribution (CET), pursuant to To the best of my knowledge, I certify that the financial state- IAS 12, Income tax; ments have been prepared in accordance with applicable ac- - Change in the accounting estimate of goodwill impair- counting standards and give a true and fair view of the com- ment recorded in 2010.» pany’s assets, financial position and profit or loss, as well as The statutory auditors issued a report on the Group’s par- those of all consolidated companies, and that the information ent-company financial statements for the period ended 31 in the management report (see Reconciliation Table on page October 2011, as set out on page 197 of the registration 214 of this document) presents a true and fair view of the de- document velopment of the business, results and financial position and The statutory auditors issued a report on the Group’s consoli- those of all consolidated companies, as well as describing dated financial statements for the period ended 31 October the main risks and uncertainties to which they are exposed. 2010 set out on page 194 of the registration document filed I have obtained a letter from the statutory auditors certifying with the AMF on 25th February 2011 - reference number that they have completed their tasks, indicating that they have D11-0081; this report contains an observation.» verified the information concerning the financial position and «Without qualifying the opinion given above, we wish to BLE financial statements set out in this registration document and I draw your attention to Note 2 « Accounting estimates and that they have read the registration document in full. assumptions” in the Notes to the financial statements, set- ONS The statutory auditors issued a report on the Group’s consoli- ting out a change of estimates in respect of goodwill.» P dated financial statements for the financial period ended 31 The statutory auditors issued a report on the Group parent- October 2011, set out on page 196 of the registration docu- company financial statements for the period ended 31 Octo- ment, and containing an observation: ber 2010, set out on page 195 of the registration document. «Without qualifying our opinion, we draw your attention The statutory auditors issued a report on the Group’s consoli- to Note 2 of the notes to the consolidated financial state- ERSONS RES ERSONS dated financial statements for the period ended 31 October P ments (paragraph “Description of the accounting policies 01 | | 01 GROUPE PARTOUCHE | Annual Report 2011 10 2009 set out on page 178 of the registration document filed tober 2009, as set out on page 179 of the registration docu- with the AMF on 26th February 2010 - reference number 10- ment; this report contains an observation : 0069; this report contains an observation.» «Without qualifying the opinion given above, we wish to «Without qualifying the opinion given above, we wish to draw your attention to Note 2.6 in the Notes to the financial draw your attention to Note 17 «Current and non-current statements, setting out the change in the breakdown of the financial borrowings» in the Notes to the financial state- expiration date of the debt between the shares of less than ments, setting out the reclassification of the current and one year and more than one year, following the syndicated noncurrent financial borrowings of the syndicated loan’ at loan signed with the banking pool on October 2009.» 31 October 2008 and 2009 pursuant to IAS 1 and as provided in the restructuring of the debt signed with the Fabrice