ANNUAL 1 REPORT 2019-2020 2 3 4 5 6 7 8 9 CONTENTS This document is accessible and can be downloaded at www.vilmorincie.com 1 PROFILE 3 CORPORATE SOCIAL 5 RESPONSIBILITY AND NON- MESSAGE FROM THE FINANCIAL PERFORMANCE 4 2 BOARD OF DIRECTORS 5.1. A Corporate Social Responsibility (CSR) program anchored in Vilmorin & Cie’s DNA 128 5.2. Contributing to the lasting progress of agriculture through seeds 133 PRESENTATION 5.3. Acting responsibly 140 1 OF VILMORIN & CIE 5.4. Encouraging cooperation 166 5.5. Vilmorin & Cie’s non-financial performance in figures 173 1.1. Key figures 8 5.6. Methodology note 177 3 History 1.2. 16 5.7. Non-Financial Performance 1.3. Challenges facing the seed segment 19 Statement (NFPS) concordance tables 179 1.4. The seed market 25 1.5. Activities 31 1.6. Business model 44 FINANCIAL 1.7. Development model 47 INFORMATION 1.8. Strategy and objectives 51 6 6.1. Consolidated financial statements 182 4 6.2. Statutory Auditors’ report on RISK the consolidated financial statements 259 6.3. Corporate financial statements 262 2 FACTORS 6.4. Statutory Auditors’ report on the annual corporate financial statements 264 2.1. Risk management organization 68 2.2. The main risk factors 71 2.3. Shared means of control VILMORIN & CIE for all operational risks 84 5 7 AND ITS SHAREHOLDERS 7.1. Information on the Company 270 REPORT 7.2. Capital stock and Shareholders 273 7.3. Vilmorin & Cie’s shares 277 ON CORPORATE 3 7.4. Relations with Shareholders 282 GOVERNANCE Corporate Governance 6 3.1. Code of Reference 86 JOINT ANNUAL 3.2. The Board of Directors 87 8 GENERAL MEETING 3.3. Specialized Committees 100 OF DECEMBER 11, 2020 3.4. Management bodies 102 3.5. Agreements with corporate officers 8.1. Agenda 286 and interests of Management bodies 104 8.2. Draft resolutions of an ordinary nature 288 3.6. Participation of the Shareholders 8.3. Draft resolutions of an extraordinary nature 292 in General Meetings 109 8.4. Draft resolution of an ordinary nature 298 7 3.7. Information liable to have an impact in the case of a takeover bid 109 FURTHER INFORMATION MANAGEMENT 9 4 REPORT 9.1. Statutory Auditors 300 9.2. Historical financial information Report of the Board of Directors incorporated by reference 301 8 to the Joint Annual General Meeting (Ordinary 9.3. Technical glossary 302 and Extraordinary) of December 11, 2020 112 9.4. Financial and stock market glossary 303 The words followed by a “*” are defined in the glossary. 9 1 ANNUAL REPORT 2 2019-2020 3 4 5 6 7 8 1 Vilmorin & Cie - Annual report 2019-2020 9 1 2 3 4 5 6 7 8 9 PROFILE 1 Vilmorin & Cie, the 4th largest seed company in the world, 2 develops vegetable and field seeds with high added value, contributing to meeting global food requirements. A multi-crop seed company, every year Vilmorin & Cie brings around 300 new varieties to market to meet the 3 needs of all diverse types of agriculture and allow farmers to produce better and produce more. Accompanied by its reference shareholder Limagrain, both an agricultural cooperative owned by French farmers and an international seed group, Vilmorin & Cie’s strategy for growth relies on research and international development to durably strengthen its market shares on resilient world markets. True, since its origins in 1743, to its vision of sustainable development, Vilmorin & Cie ensures its 4 achievements fully respect its three founding values: progress, perseverance and cooperation. Vilmorin & Cie, a single core business of seeds Seeds are a concentrate of solutions. The first link in the food chain, they are crucial to ensure food security today, and above all tomorrow, while responding to societal trends in food quality and environmental 5 protection. Focused on its know-how in seed and plant breeding, Vilmorin & Cie meets food challenges through genetic progress. An original alternative to the all-in offers of the agrochemical sector, Vilmorin & Cie thus preserves the independence and freedom of choice of farmers concerning their other production factors. 6 7 No. No. 4 1 No. 6 seed company worldwide worldwide for vegetable in the world seeds for field seeds 8 3 Vilmorin & Cie - Annual report 2019-2020 9 MESSAGE FROM THE 1 BOARD OF DIRECTORS 2 3 4 “In the context of an From left to right: Pascal VIGUIER, Claude RAYNAUD, Annick BRUNIER, Sébastien VIDAL, Marie-Yvonne CHARLEMAGNE, 5 unprecedented health Philippe BLATEYRON, Mary DUPONT-MADINIER. crisis, Vilmorin & Cie has demonstrated the resilience and robustness 6 of its development model.” 7 8 4 Vilmorin & Cie - Annual report 2019-2020 9 Vilmorin & Cie achieves quality performances, 1 at the end of a fiscal year that revealed the strategic nature of seeds Dear Shareholders, 2 Over the course of fiscal year 2019-2020, marked by the Moreover, Vilmorin & Cie vigorously pursued the world health crisis, Vilmorin & Cie’s priority was twofold: deployment of its strategy, which focuses on three ensure the health and safety for its employees, customers foundations: and stakeholders, and ensure business continuity. Investment in research, key to the creation of value, and Indeed, our seeds activity plays a fundamental role, which was consolidated this year reaching 260 million highlighted in the specific context of this crisis: seeds, the euros. Aimed at developing seeds with higher added 3 first link in the food chain, is crucial to ensure food security. value, it enabled Vilmorin & Cie to market more than Thanks to the full mobilization of its teams, Vilmorin & Cie 330 new varieties over the fiscal year. was able to adapt and secure its operational organization International business development, which has been rapidly and efficiently. Almost all of the industrial sites and strengthened during the past few months, particularly research centers managed to continue operating. Thus, through the creation of two new joint ventures in Africa, despite difficulties, particularly in logistics, Vilmorin & Cie’s one in Ghana and the other in South Africa(3). customers, farmers and vegetable producers, received The ability to work through partnerships, which again deliveries on time, during the crucial spring period, to materialized during the fiscal year, with, for example, 4 secure the following harvests and produce the ingredients the signing of a new research agreement for access to for tomorrow’s food. genome editing technologies*. Despite the unprecedented lack of visibility that marked Following on from this past year, our ambition for 2020- the second semester of 2019-2020, leading Vilmorin & Cie 2021 is to continue to strengthen our competitive positions, to suspend its annual objectives(1), the Company’s activity, in market conditions that are expected to remain uncertain due to its strategic nature, was not significantly impacted due to the probable continuation of the global health crisis. by the health crisis, and Vilmorin & Cie posted quality In a context of unprecedented crisis, Vilmorin & Cie performances at the end of the fiscal year. 5 demonstrated the resilience and robustness of its Sales stood at 1.4 billion euros, an increase of 3.2% with development model. More than ever, thanks to the current data. commitment and competence of our teams, the constant In Vegetable Seeds, Vilmorin & Cie confirms its position support of Limagrain, our reference shareholder, and of number 1 worldwide, illustrating the pertinence of its our Shareholders, committed to the long term, we are strategy, combining innovation and close proximity to convinced that we have all the necessary resources to markets. accelerate our expansion on a resolutely buoyant seeds In Field Seeds, there was significant business growth, market, which the current crisis is clearly repositioning as particularly in development regions, reflecting the 6 strategic. strengthening of its international development. The dividend of one euro per share proposed by your As for the total net income, it came to 67.5 million euros, Board of Directors reflects this confidence and thanks you down by 10.5 million euros compared with the previous for your loyalty. fiscal year, which had however posted several positive non-recurring items(2). If these items are excluded, a marked increase of more than 12% was posted. Vilmorin & Cie’s Board of Directors 7 8 (1) Cf. Vilmorin & Cie’s press release of March 26, 2020. (2) Cf. Vilmorin & Cie’s press release of October 15, 2019. The non-recurring operating items of fiscal year 2018-2019 particularly concerned capital gains from the reorganization of the biotechnology* research company Biogemma, and profit on the disposal of industrial plant devoted to corn seed production in Hungary. Net income for 2018-2019 also included a revaluation profit of 11 million euros, from the financial and legal reorganization of Seed Co’s international businesses (Africa. Field Seeds). (3) Operation finalized at the beginning of fiscal year 2020-2021. 5 Vilmorin & Cie - Annual report 2019-2020 9 1 2 3 4 5 6 7 8 9 1 PRESENTATION 2 1 OF VILMORIN & CIE 1.1. Key figures 8 1.1.1. Key indicators for 2019-2020 8 1.1.2. Key indicators for 2019-2020 for each activity 11 3 1.2. History 16 1.2.1. Historical expertise in plant improvement 16 1.2.2. Key stages in development 16 1.3. Challenges facing the seed segment 19 1.3.1. Producing more and better to meet food challenges 19 1.3.2. Having access to plant biodiversity and investing in research 22 1.3.3. Integrating digital transformation 23 4 1.4. The seed market 25 1.4.1. The market for vegetable seeds 25 1.4.2. The market for field seeds 26 1.4.3.