2014 REGISTRATION DOCUMENT NORBERT DENTRESSANGLE A FRENCH LIMITED COMPANY (SOCIETE ANONYME) WITH AN EXECUTIVE BOARD AND SUPERVISORY BOARD SHARE CAPITAL: €19.672.482 REGISTERED OFFICE: 192 avenue THIERS - 69006 LYON - FRANCE TRADE AND COMPANIES REGISTRY NO. 309 645 539 2014 REGISTRATION DOCUMENT This Registration Document was registered and filed with the French Financial Markets Authority (AMF) on 29 April 2015, pursuant to Article 212-13 of said authority’s General Regulations. It may be used as source of reference for financial transactions if it has an AMF-approved securities note. This document was prepared by the issuer and the liability of its signatories is bound by virtue hereof. This document contains all the information set forth in the Annual Financial Report. Free-of-charge copies of this registration document may be obtained from the Norbert Dentressangle Group’s registered office at 192 avenue Thiers - 69006 Lyon - France, and on the websites of Norbert Dentressangle (www.norbert-dentressangle.com) and the French Financial Markets Authority (www.amf-france.org). NORBERT DENTRESSANGLE CONTENTS Pages 1 CHAPTER 1 - PRESENTATION OF NORBERT DENTRESSANGLE 5 1.1. Key dates and events 6 1.2. Simplified organisation chart at 31 December 2014 (% of share capital) 7 1.3. Role of the different legal entities 7 1.4. Norbert Dentressangle operations 8 1.5. Main markets and operations 13 1.6. Selected financial information 15 1.7. Property, warehouse and equipment 15 1.8. Capital expenditure policy 16 1.9. Strategic contracts 17 1.10. 1st quarter 2015 financial data 18 2 CHAPTER 2 - MANAGEMENT REPORT 19 2.1. Review of Norbert Dentressangle as at 31 December 2014 20 2.2. Company financial statements 31 2.3. Offices and positions held by the corporate officers 34 2.4. Summary of (gross) remuneration and benefits paid to the corporate officers 45 2.5. Special report of the Executive Board 51 2.6. Securities transactions 52 2.7. Human resources 53 2.8. Social, societal and environmental report 54 2.9. Research and development 69 2.10. Factors likely to have an impact in the event of a public offering 70 2.11. Risk factors 71 2.12. Summary table of the current powers 83 2.13. Review certificate and report of the independent auditor on social, societal and environmental report 84 3 CHAPTER 3 - FINANCIAL STATEMENTS 87 3.1. Consolidated income statement 88 3.2. Statement of amounts posted to shareholders’ equity 89 3.3. Consolidated balance sheet 90 3.4. Consolidated cash flow statement 91 3.5. Change in consolidated shareholders’ equity 92 3.6. Notes to the 2014 consolidated financial statements 93 3.7. Statutory Auditors’ report on the consolidated financial statements 133 3.8. Company financial statements and notes 135 3.9. Statutory Auditors’ report on the annual financial statements 151 3.10. Statutory Auditors’ report on regulated commitments and agreements 153 2 NORBERT DENTRESSANGLE - 2014 registration document NORBERT DENTRESSANGLE CONTENTS Pages 4 CHAPTER 4 - CORPORATE GOVERNANCE 155 4.1. The Supervisory Board 156 4.2. The Executive Board 159 4.3. Service contracts 159 4.4. Specialist committees 160 4.5. Conflicts of interests 161 4.6. Declarations on the personal circumstances of members of the administrative, management and supervisory bodies 161 4.7. Restrictions 161 4.8. Report of the Chairman of the Supervisory Board on the internal control procedures 162 4.9. Statutory Auditors’ report on the report of the Chairman of the Supervisory Board 173 4.10. Statutory Auditors: appointments and fees 174 5 CHAPTER 5 - INFORMATION OF A GENERAL NATURE PERTAINING TO THE COMPANY AND ITS SHARE CAPITAL 175 5.1. Information of a general nature regarding Norbert Dentressangle S.A 176 5.2. Deed of incorporation and Memorandum and Articles of Association 176 5.3. Shareholding structure and distribution of voting rights 181 5.4. Dividend 185 5.5. Transaction 186 6 CHAPTER 6 - SHAREHOLDERS’ COMBINED ORDINARY AND EXTRAORDINARY GENERAL MEETING OF 21 MAY 2015 187 6.1 Report on resolutions submitted to the Shareholders’ Combined Ordinary and Extraordinary General Meeting 188 6.2. Comments of the Supervisory Board 192 6.3. Share buyback programme 193 6.4. Statutory Auditors’ report on transactions involving the share capital 195 6.5. Draft resolutions to be put before the Shareholders’ General Meeting 200 7 CHAPTER 7 - PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT AND REPORTING POLICY 213 7.1. Person responsible for the Registration Document 214 7.2. Certification of the person responsible for the Registration Document 214 7.3. Information included by reference 214 7.4. Documents available to the public 215 7.5. Published reports 215 3 NORBERT DENTRESSANGLE - 2014 registration document NORBERT DENTRESSANGLE 4 NORBERT DENTRESSANGLE - 2014 registration document 1 CHAPTER 1 PRESENTATION OF NORBERT DENTRESSANGLE 1.1. Key dates and events 1.2. Simplified organisation chart at 31 December 2014 (% of share capital) 1.3. Role of the different legal entities 1.4. Norbert Dentressangle operations 1.5. Main markets and operations 1.6. Selected financial information 1.7. Property, warehouse and equipment 1.8. Capital expenditure policy 1.9. Strategic contracts 1.10. 1st quarter 2015 financial data CHAPTER 1 - PRESENTATION OF NORBERT DENTRESSANGLE 1 1.1. KEY DATES AND EVENTS IN THE HISTORY OF NORBERT DENTRESSANGLE Mr Norbert Dentressangle founded the Norbert Dentressangle logistics companies, namely Confluent in Lyon and most importantly Company in 1979 in Saint-Vallier-sur-Rhône (in the department of UTL, which subsequently formed the basis around which the Group’s Drôme), France, which subsequently became “Norbert Dentressangle new logistics division was structured. SA”, hereinafter “the Company”. His aim was turn the Company into Within the space of a decade (1997 to 2007), whilst the transport a key player in goods transport between the European continent and business grew at a steady pace, the logistics business moved from Great Britain. The fleet of vehicles comprised six 38-tonne “semi- making a marginal contribution to the Company’s total revenue to trailer” lorries, which back then were already adorned in red, and the accounting for 40% of it. This rapid progress was achieved through doors to the driver’s cabin sported the label “Saint Vallier - London”. strong organic growth and a policy to acquire logistics companies in The Company’s operations focused on transporting fresh produce France, Italy and the Netherlands. and fruit and vegetables from the Rhône valley to the big markets in Great Britain, such as Covent Garden in London. At the end of 2007, Norbert Dentressangle saw its friendly takeover bid for the British transport and logistics company, Christian Salvesen, For nearly ten years, Mr Norbert Dentressangle drove the Company go through successfully, and this practically doubled the size of the on to achieve very strong organic growth, which was spurred on by Company turning it into one of the leading European players in the the industry and financial strategy and a multitude of innovations sector with operations extending across 16 countries in Europe and within the goods transport sector. The organisation of the Company 50% of its workforce employed outside of France. into profit centres based on business specialisation, the definition and rolling out of computer management systems to oversee the Thanks to this acquisition the Company added pallet distribution contribution made by each vehicle to the results, and the operational transport to its transport offering and cold, chilled and frozen logistics decisions taken to keep increasing the payload of vehicles were all to its logistics offering. ways in which innovation was achieved to make Transports Norbert The two companies’ similar culture facilitated the integration of Dentressangle stand out from its rivals. Christian Salvesen staff within the Company, which was completed With the 1987 deregulation of the goods transport sector in France by the end of 2008. and the prospect of a European continent with open borders in 1992, In order to continue with its policy of expanding its range of services the Company saw its growth accelerate and became a Europe-wide and to offer its clients cross-continental transport solutions, the player. In addition to organic growth, targeted transport companies Company launched a new service from scratch, “Air & Sea”, opening were acquired, particularly with a view to establishing a presence offices in France, the United Kingdom, Spain and Hong Kong. in new industries: metallurgy, fine cardboard, construction and Against this background, Norbert Dentressangle completed a series hydrocarbons, among others. of game-changing acquisitions for the business, notably the 2010 In 1990, the Company topped the symbolic bar of one million francs purchase of the Air & Sea business of US company Schneider in revenues. National in the USA and China, the 2011 takeover of Chinese In 1994, the Company established the goal to double the size of company APC Beijing International and the 2013 purchase of Air & Norbert Dentressangle Group in four years. The road map defined Sea from Daher France and Daher Russia. comprised three areas of strategic focus: - Europe - Specialise in With regard to the three operating Divisions, in April 2011 Norbert transport services - Integrate a new business line, namely logistics. Dentressangle acquired UK firm TDG. This acquisition provides a Norbert Dentressangle Group’s shares were floated on the Paris major boost to Norbert Dentressangle’s Transport, Logistics and Air stock exchange in 1994. This was in line with the Group’s targets and in particular gave it the financial means to establish itself on the & Sea business lines in the UK, Netherlands and Spain, and to a lesser logistics market. Since the early 1990s, spurred on by a general trend extent in Belgium and some Central European countries. in corporate outsourcing, the logistics business grew sharply and In 2013, Norbert Dentressangle acquired the logistics and transport started to provide a wide range of services, from warehousing right business of Fiege Group in Spain, Italy and Portugal.