ANNUAL REPORT 2016 2016 Annual Report of the Board of Directors Annual General Meeting, 1 June 2017 MANAGEMENT REPORT GROUP PROFILE ....................................................................................................................... 2 STATUTORY BODIES ................................................................................................................. 3 MESSAGE FROM THE CHAIRMAN AND THE CHIEF EXECUTIVE OFFICER ................................. 5 « PROJECT OF THE CENTURY » – COMMITMENTS FOR 2020 .................................................. 7 THE GROUP'S ACTIVITIES IN 2016 ............................................................................................ 9 ENVIRONMENT AND QUALITY ............................................................................................... 12 HUMAN RESOURCES .............................................................................................................. 13 CORPORATE GOVERNANCE STATEMENT ............................................................................... 14 FINANCIAL ASPECTS ............................................................................................................... 24 PROPOSALS FOR RESOLUTIONS ............................................................................................. 27 Page 1 – Annual Report SABCA 2016 Group Profile The SABCA Group, made up of SABCA (Société Anonyme Belge de Constructions Aéronautiques) and its subsidiaries SABCA Limburg and ASM Aéro, conducts its operations from Belgium's three regions (Brussels Capital Region, Gosselies in Wallonia, and Lummen in Flanders) and from Casablanca, Morocco. Enhanced by nearly a century of know-how and a corporate culture based on capabilities and performance, the SABCA Group continues to serve the needs of its three traditional markets - aerospace, civil aviation, and defence - focusing on the synergy and complementarity between these three fields at the level of products and services supplied. The SABCA Group gives top priority to customer satisfaction, a solid foundation for developing long-term business relationships based on trust. The SABCA corporate culture promotes values that are in line with those of the world of aeronautics: strict performance standards, investment in new technologies and innovation not only in terms of technical solutions but also in terms of resources aimed at continuously optimising the services provided, to ensure a high level of customer satisfaction. In a highly competitive and globalized world, innovation is one of the main levers driving the development of aircraft and space launcher technologies to which the SABCA Group contributes significantly. Over the years, the Group has been able to benefit from this globalized market by building stable and useful international partnerships. This has allowed it to establish a network of international relationships benefiting the sound management of the Group's operations and projects within its three markets. In Belgium, the SABCA Group continues to be a vital industrial player at both a federal and a regional level. The principle of continuous improvement is central to the SABCA Group, and allows the continual review of established processes. Compliance with national and international environmental standards is another fundamental principle of the SABCA Group. Page 2 – Annual Report SABCA 2016 Statutory bodies SABCA BOARD OF DIRECTORS (AND EXPIRY DATE OF THE CURRENT TERM OF OFFICE) Chairman SPRL Gestime, represented by its managing director, Remo Pellichero (2020) Directors Benoît Berger, Executive Vice President Procurement & Purchasing - Dassault Aviation 1 (2020) Hans Büthker, Chairman and Chief Executive Officer - Fokker Technologies Group B.V. 2 (2020) Olivier Costa de Beauregard, Chief Executive Officer - Groupe Industriel Marcel Dassault 1 (2020) SA C.G.O., represented by its managing director, Philippe Delaunois, independent director (2020) SA Gefor, represented by its managing director, Jacques de Smet, independent director (2018) Charles Edelstenne, Chief Executive Officer - Groupe Industriel Marcel Dassault 1 (2020) SPRL PASTEC-MIT, represented by its managing director, Michel Martin, independent director (2017) Loïk Segalen, Chief Operating Officer - Dassault Aviation 1 (2018) Remco Smit, Chief Financial Officer - Fokker Technologies Group B.V. 2, director until 31st July 2016 Nick Waters, Head of Corporate Finance and Strategy – GKN plc2, director as of 20th September 2016 (2020) Chief Executive Officer Jean-Marie Lefèvre until 31st August 2016 Thibauld Jongen as of 1st June 2016 Auditor Mazars Réviseurs d’Entreprises SCRL, represented by Lieven Acke, company auditor Page 3 – Annual Report SABCA 2016 SABCA LIMBURG BOARD OF DIRECTORS (AND EXPIRY DATE OF THE CURRENT TERM OF OFFICE) Chairman SPRL Gestime, represented by its managing director, Remo Pellichero (2020) Chief Executive Officer Jean-Marie Lefèvre until 31st August 2016 Thibauld Jongen as of 1st September 2016 (2020) Directors Loïk Segalen, Chief Operating Officer - Dassault Aviation 1 (2019) Remco Smit, Chief Financial Officer - Fokker Technologies Group B.V. 2, until 31st July 2016 Nick Waters, Head of Corporate Finance and Strategy – GKN plc2, as of 30th November 2016 (2020) Auditor Mazars Réviseurs d’Entreprises SCRL, represented by Lieven Acke, company auditor ASM AÉRO BOARD OF DIRECTORS (AND EXPIRY DATE OF THE CURRENT TERM OF OFFICE) Chairman, responsible for day-to-day management SA SABCA, represented by its Chief Executive Officer Jean-Marie Lefèvre until 31st August 2016 and Thibauld Jongen as of 1st September 2016 (2018) Vice-Chairman S.A.S. AAA, represented by its Chairman, Gilles Chauby (2018) Directors Pierre De Graef, Director of the SABCA Brussels plant – SABCA (2016) Cédric Nouvelot, AAA Vice-President (2018) Auditor Mazars Audit et Conseil SARL, represented by Adnane Loukili, company auditor 1 Elected on the proposal of the Dassault Group 2 Elected on the proposal of the Fokker Technologies Group B.V Page 4 – Annual Report SABCA 2016 Message from the Chairman and the Chief Executive Officer 2016 remains a difficult year for the SABCA Group. The results of the measures taken in the past have not been satisfactory. The persistent difficulties encountered on several programs are the main reason for the strong deterioration of the result this year again. The Board of Directors has requested the new Chief Executive Officer to develop and implement a strong plan, with the aim to achieve as from 2017 positive results supporting the future of SABCA. Convinced of the necessity of a significant and deep transformation of the Company, the CEO has prepared a strategic action plan with his team, which has been presented and approved by the Board of Directors. This strategic action plan with a 3-years horizon was initiated in July 2016 and entered an acceleration phase at the start of 2017. Stating its ambitions under the name of "Project of the Century", it should not only allow SABCA to celebrate its 100th anniversary in 2020, but also make the Group robust, profitable, and performant once again. The plan, as outlined below, must be implemented without impacting our customers and with the involvement of the entire staff who have already begun to contribute to it with passion and conviction, and at the same time respecting all of our obligations towards our clients and partners. One of SABCA's priorities in 2016 was to meet its customer commitments and to ensure the on time delivery of products and services within the context of a heavy workload and increased production rates for certain programs. In the field of civil aviation, the main challenge was to secure deliveries for the Airbus A350 with increasing production rates, the need for improved performance and a significant design change to be implemented without affecting deliveries. This challenge will extend into 2017 and will continue to be a key priority. In the field of aerospace, the development schedule for equipment for the Ariane 6 and VEGA-C launchers remains extremely ambitious and has required a sustained effort from the SABCA teams throughout 2016 to meet the milestones while facing the technological challenges of the specifications. In this respect, the year 2017 will focus on the same objectives as 2016: on time and on spec delivery. Finally, the workload in the field of defence, in particular within the MRO sector (Maintenance, Repair & Overhaul) of F16 aircraft, remained at a very high level throughout 2016. The announcement that the contracts with the Netherlands Air Force (RNLAF) and the US Air Force (USAF) will be renewed means the MRO workload can be expected to remain high in 2017. Clearly, the priority for the SABCA Group is therefore to deliver on its customer commitments, while successfully implementing its strategic transformation plan to leverage its ongoing programs as quickly as possible and therefore to be able to participate in the new programs as soon as they will be launched. This is all the more urgent as the economic environment in the aerospace sector as a whole remains extremely competitive and the public budgets available for Research & Development or Defence are being cut. This is also reflected in the constant pressure from our customers to continue to reduce prices. Page 5 – Annual Report SABCA 2016 SABCA will address this issue too, through its strategic plan, with the support of its staff and of all its partners. The Board of Directors put the accent on the necessity of the strategic