Académique Documents
Professionnel Documents
Culture Documents
Accounts 2006
Management report of the Board of Directors Consolidated accounts at 31 December 2006 - Auditors Report Company accounts at 31 December 2006 - Auditors Reports Resolutions submitted to the Ordinary General Meeting p. 9 p. 17 p. 47 p. 49 p. 68 p. 71
2006 documents attached in the appendix Report of the Chairman to the shareholders, under the Financial Security Law (LSF) - Auditors Report Social and environmental information, under the New Economic Regulations Law (NRE)
Limited Liability Company (Socit Anonyme) with capital of 33,514,005 euros Registered office, management and supervision : 6, boulevard Bineau 92532 Levallois-Perret Cedex trade register. : Nanterre B 562 088 542 SIRET number 562 088 542 00369 www.gevelot-sa.fr
Financial 2006
COMPANY HOLDING
Gvelot
Chairman - Managing Director Paolo MARTIGNONI 6, boulevard Bineau 92532 Levallois-Perret Cedex (France) +33 (0)1 41 49 03 03 +33 (0)1 41 49 03 02 www.gevelot-sa.fr Management of industrial investments and associated services.
SUBSIDIARY COMPANIES
COLD EXTRUSION/MACHINING SECTOR
Gvelot Extrusion
Chairman - Managing Director Michel DOPPLER 6, boulevard Bineau 92532 Levallois-Perret Cedex (France) Langenbacher Strasse 17/19 D-78147 Vhrenbach (Germany) +33 (0)1 41 49 03 33 +33 (0)1 47 48 90 34 www.gevelot-sa.fr +49 (0)7727/509-0 +49 (0)7727/509-166 www.doldgmbh.de Cold extrusion of steel parts. Machining and heat treatment. Cold extrusion of steel parts. Machining and heat treatment.
PCM
Chairman - Managing Director Jacques FAY 17, rue Ernest Laval B.P. 35 92173 Vanves Cedex (France) +33 (0)1 41 08 15 15 +33 (0)1 41 08 15 00 www.pcm.eu
Pilot Road Phoenix Parkway Corby NN17 5YF (United Kingdom) Wiesbadener Landstrasse 18 65203 Wiesbaden (Germany)
+44 (0)1536 740200 +44 (0)1536 740201 www.pcm.eu +49 (0)611/60977-0 +49 (0)611/60977-20 www.delasco.de +1 (713) 896 4888 +1 (713) 896 4806 www.pcmdelasco.com +86(0)2162362521 +86(0)2162362428 +1 403 279 5838 +1 403 279 2192 www.kudupump.com +1 (915) 698 0482 +1 (915) 698 11 55 +(61) 7 3842 3105 +(61) 7 3371 7300 +7 (3272) 71 58 90 +7 (342)260 72 88 +7 (342)260 71 90 +(65) 628 10 667 +(65) 628 10 908 +(86) 21 5488 9599 +(86) 21 5488 9399
Design, manufacture and sale of positive-displacement pumps : PCM Moineau eccentric rotary pumps, PCM Delasco tube pumps, PCM Prci-Pump piston metering pumps, Ecolobe lobe pumps for industry, PCM Moineau Oilfield for the oil industry, Solutions in fluid technology Manufacture, sale and services for positive-displacement pumps Systems for metering reagents and for solutions in fluid technology Manufacture, marketing and services for positive-displacement pumps Management of industrial investments and associated services. Marketing and services of positive-displacement pumps. Manufacture, sale and services for petrol pumps. Marketing and services of positive-displacement pumps
11940 Brittmoore Park Drive Houston, Tx 77041 (United States) - PCM Trading (Shanghai) Co. Ltd. Unit 10A01 & 10G03, Shanghaimart 2299 Yanan Road (West) 200336 Shanghai (China) - Kudu Industries Inc. 9112 - 40th Street S.E. Calgary AB - T2C 2P3 (Canada) Moineau Texas Corporation 1112 S. Main Street Seminole Texas 79360 (United States) Kudu Australia Pty Ltd L3, 349 Coronation Drive Milton, QLD, 4064 (Australia) Kudu Industries Kazakhstan LLP 51 Zhamakayev Str. Almaty (Kazakhstan) ZAO Canaross 4, Vosstania str. 614014 Perm (Russia) - Ensival Moret Asia (EMA) 9 Tai Seng Drive #02-02 Hesche Building 535227 Singapore (Singapore) Moret Pumps Shanghai (MPS) no. 1590, Li An Road Minhang District 201 100 Shanghai (China)
Manufacture, sale and services for petrol pumps. Design and manufacture of ancillary services for the oil industry Sale and services for petrol pumps. Sale and services for petrol pumps.
Sale and services for petrol pumps. Sale and services for petrol pumps. Manufacture and marketing of industrial pumps.
Gurtner S.A.
Chairman - Managing Director Bruno TRACCO 40, rue de la Libration B.P. 129 25302 Pontarlier Cedex (France) 17, rue Tournire 80530 Bethencourt sur mer (France) +33 (0)3 81 46 70 22 +33 (0)3 81 39 29 50 www.gurtner.fr +33 (0)3 22 30 72 23 +33 (0)3 22 30 45 34 Solutions for the circulation of fluids in the fields of motor and gas equipment. Solutions for the circulation of fluids in the fields of motor and gas equipment.
Cold extrusion/Machining
Pumps/Fluid technology
GVELOT EXTRUSION
99,99 %
PCM
99.99 %
GURTNER
100 %
DOLD KALTFLIESSPRESSTEILE
(Germany)
100 %
(1)
KUDU INDUSTRIES
(Canada)
45 %
(2)
KUDU AUSTRALIA
(Australia)
KUDU KAZAKHSTAN
(Kazakhstan)
CANAROSS
(Russia)
N.B. The percentages shown are the percentages controlled (1) Company 20% controlled by Gvelot SA and 80% controlled by Gvelot Extrusion (2) Companies consolidated using the equity method
Direction
Managing Director Acting Managing Director Paolo MARTIGNONI Philippe BARBELANE
Auditors
Permanent Cabinet MAZARS & GUERARD represented by Robert AMOYAL CREA represented by Bernard ROUSSEL Deputy Jean MARI Philippe BAILLIN
Agenda
for the Ordinary General Meeting held on 21 June 2007
Management report of the Board of Directors on the operation of the Company during the 2006 financial year, Auditors Reports on the consolidated company accounts for this financial year, Approval of agreements under the terms of Articles L.225-38, L.225-42-1 and R.225-30 of the Commercial Code, Examination and approval of the Company accounts for the financial year closed on 31 December 2006, Examination and approval of the consolidated accounts for the financial year closed on 31 December 2006, Allocation of the results for the 2006 financial year, Discharge of Board Members, Powers Any other business
Overview
of the 2006 financial year
Key figures
(in thousands of euros) 2006 2005 Variation in %
GROUP
Consolidated turnover before tax Part achieved outside France Current operational result Of which Financial amortizations Of which Depreciation of Assets IAS 36 (net adjustment) Operating income Current result before tax Net result Groups Share Net income from shares (in euros) Minority interests share Internal financing gross margin Workforce 196,832 109,522 6,259 (8,544) 635 6,259 5,117 4,360 4,357 4.55 3 11,712 1,538 200,226 108,672 7,038 (7,916) 223 5,635 5,349 5,255 5,251 5.48 4 13,282 1,560 (1.7) 0.8 (11.1) 7.9 11.1 (4.3) (17.0) (17.0) (17.0) (11.8) (1.4)
GVELOT S.A.
Turnover before tax Current result Extraordinary result Net result Internal financing gross margin Net dividend per share (in euros) Workforce 3,451 2,695 (1,231) 2,171 3,790 2.20 9 3,641 3,645 (1,319) 3,378 5,173 2.20 8 (5.2) (26.1) (35.7) -
Cold extrusion / Machining Pumps / Fluid technology Mechanical Engineering / Engine and gas equipment
32.3%
8.1%
7.9%
2006
2005
Consolidated results
6,259 K 5,635 K
6,259 K 4,357 K
5.5 % *
7,038 K 5,251 K
6.3 % *
2006
2005
Gvelot Extrusion
In a European automobile market which remained stable at + 0.7%, marked by the net fall in volume and market share for French brands, the 2006 turnover amounted to 68,806 K, a fall of 8.5% compared with 2005. The operational result showed a deficit of 995 K (after a charge for financial amortizations increased by 619 K) against a positive result of 369 K in 2005. This fall takes account of the reductions in volumes identified particularly in the third quarter of 2006, persistent industrial malfunctions on the Laval Site (Mayenne) and difficulties in making profitable new products on the Offranville. The financial result of 860 K against 440 K in 2005 appears negative because of the increase in debts at the end of the heavy industrial investment programmes. The extraordinary result is negative at 847 K and includes net allocations to regulated provisions for 1,051 K including 1,040 K of special financial amortizations, in accordance with the French CRC Accounting Rule no. 2002.10 in force since early 2005. Various net products at 191 K have been identified including 120 K for capitalisation of the charges, following the recent tax audit. The net result after tax for the 2006 financial year is therefore negative at 2,808 K against a negative of 4,283 K in 2005, the year which included the costs of closing the Messei Site (Orne). The self-financing capacity is positive at 1,182 K while it was negative at 760 K in 2005. The total number of staff at 31 December 2006 was 687 people including 62 temporary, against 738 in December 2005 including 103 temporary.
The extraordinary result is positive at 156 K against a negative of 2,453 K in 2005, and includes mainly an adjustment in the provision for tangible assets (+ 627 K), a net allocation of special financial amortizations (- 667 K) an adjustment in the provision for human resource risks (+ 295 K) and client penalties (- 60 K). After a tax on profits of 2,144 K, and employees profit sharing at 566 K, the net profit for the financial year amounts to 6,504 K (5,452 K excluding the merger bonus), against 4,169 K in 2005. The total number of staff at 31 December 2006 is 332 against 313 (including 30 at Dosys) at 31 December 2005, up by 6.1%. Internal financing capability amounted to 6,148 K against 7,555 K in 2005. It is proposed to pay a dividend of 1,279 K for 2006 (the same as 2005).
PCM
This Company includes the business of PCM Dosys merged with effect from 1st January 2006 through transfer of all assets and liabilities (Transmission Universelle de Patrimoine). In 2006 this Companys turnover amounted to 60.1 M (including 58.5% achieved through exports) against 55.1 M in 2005, or up by 9.2%, recalculated on a like-for-like basis at 0.6%. The turnover of the Industrial Department increased by 9.2% on 2005 and the Food Industry Department remained stable at 0.6%. On the other hand, the turnover of the Energy Department (oil and gas) has suffered a setback because a large export deal was not renewed in 2006. Services, stable at 2.8 M, represent 5% of the overall result. The operational result has suffered a setback to 7,734 K from 8,660 K. This result derives from the combination of a reduction in trade margins in the food and industry sectors, from effects on of margins of the slight fall in oil industry turnover and from the increase in commercial overheads. The financial result is at 1,322 K and includes the merger premium gained during the merger with PCM Dosys for 1,052 K, dividends paid by the subsidiaries for 322 K, compensated for by a net charge caused by variations in the exchange rate of 242 K. The current result before tax amounts to 9,057 K against 9,720 K in 2005.
10
The financial result is highly negative at 713 K and includes supplementary depreciation on the Clr shares and loans to Clr, making a total of 778 K. The current result is therefore positive at 166 K against 497 K in 2005. The extraordinary result is positive at 20 K mainly made up of 157 K of special financial amortizations under the terms of the new Accounting Rules CRC no. 2002.10 and compensated for by carrying over the provision for price rises of 158 K. The net result, after tax on the profits of 57 K and employee profit sharing of 19 K, is in profit at 110 K against 308 K in 2005. The total number of staff at 31 December 2006 was 137 against 141 in December 2005. The internal financing capability amounted to 958 K against 735 K in 2005 It is proposed to pay a dividend of 412 K for 2006 (same level as the previous financial year) taken in part from the balance carried forward.
tablissements Clr
This company achieved a turnover of 2,991 K in 2006 against 3,311 K in 2005, a fall of 9.7%. The reduction, compared with the 2005 turnover, corresponds to the decline in business for GDF (- 380 K), to the impact of the sale of the drop forging business (- 100 K) and to the transfer of wholesale clients to Gurtner Distribution (-200 K). This reduction is partially compensated for by good business with Industrial clients (spin-offs from GDF) (+ 300 K). The current result is negative at 658 K, due to the repercussions from the cost of raw materials (brass) which could not be passed on in full. After the negative extraordinary result at 169 K, which mainly includes the effects of closing the drop forging business, the effects of the overall depreciation of the business assets (85 K) and allocations of special financial amortizations (55 K), the net result for the 2006 financial year remains negative at 831 K against 491 K in 2005. The total number of staff at 31 December 2006 was 22 against 32 at the end of December 2005.
Gurtner
In 2006 net sales amounted to 13,690 K against 13,036 K in 2005, up by 5.0%. For the Engine Equipment business, carburettors for the original equipment market have decreased by 15%; on the other hand, spare parts have shown a strong increase of + 57%. Overall, the Engine Equipment business has increased by 6%. For the Gas Equipment business, with a partial merger of Clr into Gurtner Distribution (trader in natural gas) the turnover has increased by 3.5%. The operational result is in profit at 879 K against 695 K in 2005, due to a very favourable product mix because of the increase of turnover in spare parts. The high increase in raw materials identified in 2006 has, however, had a strong impact on this result, so that the increased number of clients has only marginally compensated for this.
Group Investments
Intangible investments amounted to 1.8 M and tangible investments to 14.2 M.
Employment
The Group workforce, not including temporary staff, was 1,538 people (including 456 outside France), against 1,560 at 31 December 2005. At the end of 2006, Gvelot S.A. employed 9 people.
11
In addition Gurtner has released 242 K for development costs associated with the Fluad TI automotive pump.
Gvelot Extrusion
The 2006 programm was mainly concerned with the following work: - Continuation of work on the development of new families of spare parts (Drive shaft couplings for low cost vehicles, ballrace spindles, sliding shafts for steering columns) - Investigation into planetary and satellite differential gears with reinforced teeth - Investigation into short and long pivots These research and development costs amounted to 905 K. For development expenditure, only 283 K have been used in accordance with no. 2004.06 for the chart of accounts.
PCM
PCM paid 393 K in development costs at 31 December 2006. In addition, projects worth 363 K have been amortised over the 2006 financial year The expenditure on which the calculation of the Research Tax Credit is based is the research expenditure accounted for as charges during the financial year. These costs associated with the finalisation of new products and with industrial research studies cover expenditure on staff, operations and financial amortization; they amount to 383 K for the 2006 financial year. These expenses have generated a Research Tax Credit of 38 K. The EcoMoineau range, a new range of Moineau type industrial pumps, was launched during the year. In addition EcoLobe, a range of lobe pumps, arrived to broaden the range of technologies offered by PCM. These new products should generate significant income from 2007. For the oil & gas business, more export trials of the new PCM Vulcain technology for high temperature pumping of oil are being conducted on oil fields; the technology are being finalised and should be in the catalogue during 2007. In December 2006 a new patent was registered on this promising line.
Gurtner/Clr
Research and Development have been carried out in the following areas: Engine Equipment: - Finalising the Eu2 carburettor for a new client - Development of a butterfly throttle housing for the injection market - Development of a pressure relief valve for LPG fuelled automobiles - Finalisation and production of the automobile metering pump Gas Equipment: - Development of the new range of stopcocks for GDF - Development of the PE 40 diameter connectors range - Development of the natural gas low pressure stopcocks range The relevant costs, amounting to 1,068 K, have been accounted for in charges on the 2006 financial year and have generated a Research Tax Credit of 107 K.
12
substantial part of its business to Gurtner. The current result could be negative at around 0.3 M. After taking into account the costs associated with closing the Bthencourt-sur-Mer site and transferring business to the Pontarlier site, the net result would be negative.
Gvelot Extrusion
The 2007 turnover for the French industrial sites could be at around 74.4 M against 68.8 M in 2006, or up by 8.1%. After implementing the restructuring plan in spring 2007 which included on the one hand, various commercial renegotiations to enable margins eroded by runaway industrial costs to be reestablished and, on the other hand, economy measures concerned with staffing and other costs, the operational result is expected to be in profit at 1.9 M against a negative result of 1.0 M in 2006. The financial result will be negative at 1.1 M against a negative of 0.9 M in 2006. The current result will therefore be positive at 0.8 M against a negative of 1.8 M in 2006. After an extraordinary result estimated to be negative at 1.7 M including special financial amortizations for 1.1 M and restructuring charges of 0.6 M, the net result after tax could be negative at 0.9 M against a loss of 2.8 M in 2006.
Dold
Dolds budgeted turnover could be 45.6 M of the same order as in 2006 (47.1 M). The net result, because of increased salary costs, would be lower but still positive.
PCM
As part of the "Perspective 2010" information systems master plan which will eventually include all the information systems for PCM and its subsidiaries, the plan to replace PCMs accounting system has been successfully completed. All the test stages were completed in 2006, and the new application was fully commissioned for the 2007 financial year. The former subsidiary PCM Dosys was also included in the PCM information systems. At the same time as these modernisation and internationalisation projects, commercial and decision-making applications have been installed so that these tools can be used by all PCM subsidiaries. All these projects, at the heart of PCMs business, are steered by the Information Systems Department which ensures the reliability of systems and data. Because of PCMs international development, the Information Systems Department upgraded its skills in 2006, in both computer system security and the Supply Chain.
PCM
PCMs budgeted turnover, on a like-for-like basis, not including the new subsidiary PCM Trading (Shanghai) Asia, could be 64.2 M, up by 6.7% (Industrial Department + 4.5%, Food Industry Department + 6.7%, Ancillary services for the Oil Industry Department (oil and gas) + 8.7%).
Gurtner
The net turnover 2007 could amount to 14 M, up by 2.3%. The net result should be close to equilibrium.
Gurtner
Interfacing databases and information processing common to Gurtner and Clr after the resumption of the natural gas business in Pontarlier was the most significant work done on information systems in 2006. In addition, the work undertaken during 2006 on the website resulted in a new website going on-line in the first quarter of 2007.
Ets Clr
The turnover could amount to 2.7 M after transferring a
13
Mademoiselle Claudine BIENAIM, Board Member, received the following amounts: In 2006 - Directors fees paid by the Company and by the Controlled Companies Reminder of 2005 20,500
22,300
and carries out the following duties within the Group: Gvelot Extrusion Board Member PCM Board Member Gurtner Board Member Chairman of the Gvelot Audit Committee Duties outside the Group: Member of the Publicis Group SA Board of Directors Terms of reference and Duties carried out in the Publicis Group: Chairman: - Publicis Group Services SAS (France) Board Member: - Publicis Conseil SA (France) - Mdiasystem SA (France)* - Solange Stricker MS&L France SA (France) - Group Zenithoptimedia SA (France) Permanent Representative of Publicis Group SA: - Publicis Technology SA (France) Permanent Representative of Publicis Conseil: - Publicis Finance Services SA (France) - Publicis EtWe SA (France) - Carr Noir SA (France)* - Re: Sources. France SAS (France) - Loeb & Associs SA (France) - World Advertising Movies SA (France) - Publicis Constellation SA (France) Director: - Publicis Group Investments BV (Netherlands) - Publicis Holdings BV (Netherlands) - Publicis Group Holdings BV (Netherlands) - DArcy Masius Benton & Bowles, Inc (United States) - US International Holding Company, Inc (United States) Company Secretary: - Publicis Group SA (France)
- Gross fixed pay paid by the Company - Gross Directors fees paid by the Company and by the controlled companies
160,004 20,900
He carries out the following duties within the Group: Gvelot Board Member Gvelot Extrusion Board Member PCM Board Member Gurtner Board Member Duties outside the Group: Chairman of the Board of Directors and Managing Director of Sopofam Monsieur Philippe BARBELANE, Acting Managing Director, received the following amounts: In 2006 Reminder of 2005 - Gross fixed pay paid by the Company - Fringe benefits in kind issued by the Company, valued at - Directors fees paid by the Company and by the controlled companies - Variable pay (bonuses) 183,326 7,272 8,300 15,000 166,660 7,384 8,020 10,000
Member of the Committee of Direction: - Multi Market Services France Holdings SAS (France) and in addition: Chairman-Managing Director: - Socit Immobilire du Boisdormant SA (France) Acting Managing Director: - Rosclodan SA (France) - Sopofam SA (France) Manager: - SCI Presbourg toile (France) * Term of office ended during 2006
He carries out the following duties within the Group: Permanent Representative of Gvelot, PCM Board Member Permanent Representative of Gvelot, Gurtner Board Member Permanent Representative of Gvelot, Clr Board Member As an executive, Monsieur Barbelane has been granted the following benefit by the Company: Compensation equivalent to one years salary if removed from post. Duties outside the Group: Nil
14
Monsieur Philippe DESTOURS, Board Member, received the following amounts: In 2006
Monsieur Pascal HUBERTY, Board Member, received the following amounts: Reminder of 2005 (2 months) 58,082 In 2006 Reminder of 2005 (6 months) 4,000
- Gross fixed pay paid by the Company - Fringe benefits in kind issued by the Company, valued at 696 - Directors fees paid by the Company and by the controlled companies 19,900 17,700 - Exceptional bonus (severance pay) 45,000 He carries out the following duties within the Group: PCM Board Member Permanent Representative of Gvelot, Gvelot Extrusion Board Member Member of the Audit Committee Duties outside the Group: Nil Madame Roselyne MARTIGNONI, Board Member, received the following amounts: In 2006
- Gross Directors fees paid by the Company and by the Controlled Companies 8,000 and carries out no other duties within Group Duties outside the Group:
Director of the French fresh produce market for the Amcor Flexibles Group This information covers the amounts paid either by our Company or by companies controlled by it under the terms of Article L 233-16 of the Commercial Code.
Reminder of 2005
- Gross Directors fees paid by the Company and by the Controlled Companies 20,900 19,500 and carries out the following duties within the Group: Gvelot Extrusion Board Member PCM Board Member Gurtner Board Member Duties outside the Group: Board Member of Sopofam Board Member of Rosclodan Board Member of Socit Immobilire du Boisdormant S.A. Monsieur Charles BIENAIM, Board Member, received the following amounts: In 2006
Risk management
The following major risks which may be met by the Group have been identified.
General risks
1. Market Risks The Group is not exposed to risks encountered in the Financial markets. 2. Country risks The Group is exposed to country risks for a small part of its business mainly in the Ancillary services for the oil industry Sector. However, these risks are not significant.
Reminder of 2005
- Directors fees paid by the Company and by the Controlled Companies 12,600 12,600 and carries out the following duties within the Group: Gvelot Extrusion Board Member Duties outside the Group: Chairman of the Board of Directors of Rosclodan Member of the Board of directors of Meeschaert Family Office Member of the Board of directors of the Meeschaert financing company Board Member of the Meeschaert financing company Monsieur Roberto BARABINO, Board Member, received the following amounts In 2006 Reminder of 2005
Financial risks
By the nature of its business, the Group is exposed to various kinds of financial risk. These risks are associated with the Groups industrial and commercial businesses, its needs for financing and also to its investment policy in particular internationally. The risks are mainly connected to variations in the exchange rate and of rate of interest but also to sudden variations in the price of raw materials. 1. Risks for the industrial and commercial businesses - Risks in exchange rates The Gvelot Groups industrial and commercial businesses are not particularly exposed to financial risks which might result from variation in the exchange rates for some currencies because of the relative positions of its sales areas, and its production sites which are mainly in the euro zone. Risk management for exchange rates in the Pumps and Fluid Technology business is based on the fact that the groups production companies invoice the marketing companies in their local currency or in euros. This inter-company invoicing is given fixed term exchange risk cover if the amounts are significant. Because the Group does not take out any firm exchange risk cover on its future sales, the operational margin is subject to variations in the future depending on variations in the exchange rate. However, each operation which might present a significant risk for the Group
- Gross Directors fees paid by the Company and by the Controlled Companies 14,000 12,600 and carries out the following duties within the Group: PCM Board Member Duties outside the Group: Board Member of Ansaldo Superconduttori spa Board Member of Ferrania Technologies spa Board Member of Omba Impianti & Engineering spa Board Member of Sima Impianti + Tectubi spa Board Member of Tectubi spa Board Member of Trametal spa
15
or for a Division is given fixed term exchange risk cover. Analysis has not shown future changes in a currency to be sufficiently large to make it necessary to use optional exchange risk cover. The Groups industrial and commercial businesses are not significantly exposed to variations in the rate of interest. - Risks of price variations The Group is sensitive to variations in the price of its raw materials. This is particularly true in the Extrusion Sector, as a supplier to the automobile industry. In order to meet future variations which could have a significant impact on the operational margin, the Group is developing a range of sources of supply and where possible using contracts containing clauses covering bracketed price for its suppliers and clients. - Credit risks The Group pays particular attention to the security of payments for goods and services which it delivers to its clients but in any event there is no great concentration of credit risk. Payments from other clients of the Group are covered by appropriate security measures. 2. Risks associated with financing The Group uses the banking sector for financing its industrial and commercial businesses which find it necessary. - Risks of variation in interest rate Where necessary the Group uses tools to cover variations in the rate of interest for long-term variable rate loans for substantial amounts. To do this the Groups centralised Treasurers Department analyses the portfolio and proposes the appropriate tools (interest rate swaps) in order to keep future risks within the limits of appropriate controlled costs. 3. Risks associated with investment - Exchange risks The Group has investments abroad, and outside the euro zone, whose net assets are exposed to currency conversion risks. These net assets, mainly situated in the USA, are however for modest amounts and are not currently covered.
You are reminded, in accordance with legal requirements, that the following distribution of dividend was made over the three previous financial years:
Dividend Financial Year Net tax credit Tax credit Gross Number of shares
Paid-up total
1.00 -
() ()
3.00 -
Stock market
Following the combined general meeting which was held on 22 June 2006, during which an increase in company capital was approved, Company Capital at 31 December 2006 amounted to 33,514,005 divided into 957,543 shares with a nominal value of 35 . During 2006, the price of the share, quoted by Euronext Paris on the Eurolist Compartment C single regulated market moved as follows: Euros Quoted price at the end of 2005 Lowest quoted price Highest quoted price Quoted price at the end of 2006 Number of securities exchanged in 2006 2005 84,476 113,668 50.95 51.00 63.50 57.50
At 30 March 2007 the quoted price of a share was 59 with 33,844 securities exchanged since the beginning of the year.
Shareholders
At 31 December 2006, the GEVELOT Company was controlled mainly by: - The SOCIT DE PORTEFEUILLE FAMILIAL (SOPOFAM), with more than one third, - Company ROSCLODAN, more than a twentieth. In addition, the mutual fund STOCK PICKING France and the FINANCIRE DE LCHIQUIER, an independent portfolio management company, each hold more than a twentieth. Finally, no company controlled by Gvelot holds any shares in this Company.
3,935,836.14
Non-deductible charges
(Law of 12 July 1965 Article 27) General costs reincorporated into the taxable profits during the 2006 financial year amounted to 14,117 against 17,362 in 2005.
Balance carried forward after allocation 1,720,676.04 If the distribution shown above is approved, a dividend of 2.20 per share, which is eligible for the 40% tax allowance given to individuals with a capped Tax Credit, will be distributed after 2 July 2007.
16
17
Note 4
Note 4
104,175
95,904
12,975 11,030 10,519 2,097 36,621 Note 11 45,283 305 4,639 876 5,820 175 194 42 1,350 1,586 27,764
11,749 12,094 9,224 973 34,040 47,147 256 4,843 758 5,857 583 202 2,220 2,422 30,743
Note 12
117,249 221,424
120,792 216,696
18
LIABILITIES
(in thousands of euros) Net amount at 12.31.2006
Note 3 33,514 76,878 4,357 Note 3 114,749 25 3 28
114,777
112,620
38,150
27,555 3,321 1,606 656 14,303 784 2,684 18,427 642 16,731 215 16,946
34,381
29,177 3,629 1,960 332 16,671 818 3,035 20 856 78 13,934 61 13,995
68,497 106,647
69,695 104,076
221,424
216,696
19
France
Abroad
Note 14
6,259
-
7,038
1,774 1,774 2,857 320 3,177
Note 14
6,259
5,635
20
III - FINANCIAL RESULT 10 = 7+9 IV - CURRENT RESULT BEFORE INTEGRATED COMPANY TAX 11 = 5 + 10
Tax due for payments (12a) Deferred taxes (12b) (charges) Deferred taxes (12b) (products) Tax Charge 12 = 12a+12b
(286) 5,349
1,857 (730) 1,127
Note 9
3,277
1,083 203,513 199,153
4,222
1,033 210,975 205,720
Note 14
4,360
3
5,255
4
VIII- RESULT GOING TO THE CONSOLIDATING COMPANY RESULT PER SHARE (= DILUTED RESULT PER SHARE)
4,357 4.55
5,251 5.48
The result is calculated by dividing the Shareholders distributable net result by the average weighted number of ordinary shares in circulation at the financial years quoted price, excluding ordinary shares bought by the Group or held as own shares. There are no potentially dilutive shares. The number of shares used in calculation of the Result per share is 957,543 (see. Note no. 3 - Company Capital) for the financial years 2005 and 2006.
21
Net result
10,513 (2,013) (8,500) 5,251 5,251 (2,109) (3,142) 4,357 4,357
Equity capital
107,681 (2,013) 5,251 1,545 (1) 127 112,590 (2,109) 4,357 47 (136) 114,749
Minority interests
30 4 (4) 30 3 (5) 28
Total
107,711 (2,013) 5,255 1,545 (1) 123 112,620 (2,109) 4,360 47 (141) 114,777
Operations on internally held securities Distributions Allocation of undistributed results Result for the 2005 financial year Reprocessing stocks Financial instruments: variations in fair value Conversions and various variations SITUATION AT 12.31.2005 Operations on capital (*) Distributions Allocation of undistributed results Result for the 2006 financial year Financial instruments: variations in fair value Conversions and various variations SITUATION AT 12.31.2006 (*) See Note no. 3
22
2006
2005
8,150
4,731
(15,063)
(18,696)
NET CASH FLOW ASSOCIATED WITH FINANCING OPERATIONS NET VARIATION OF CASH FLOW
Cash flow at opening Cash flow at close Profits / (losses) in exchange on the cash flow Note 12
3,595 (3,318)
21,566 18,190 58 (3,318)
10,504 (3,461)
25,027 21,566 (3,461)
23
24
Note no. 1: Information relating to the scope of consolidation a) Scope of consolidation at 31 December 2006
the following have been consolidated according to the full consolidation method: Companies Headquarters SIREN no. SIRET no.
562088542 56208854200369 399198951 39919895100010 100.00 572180198 57218019800010 99.99 99.99 99.99 99.99 99.94 99.94 99.99 100.00 99.99 100.00 99.94 99.99 99.99 99.99
% of interests at 12.31.2006
Gvelot Gvelot Extrusion Dold Kaltfliesspressteile GmbH PCM PCM Deutschland GmbH PCM Flow Technology Inc.
6, boulevard Bineau 92532 Levallois-Perret Cedex 6, boulevard Bineau 92532 Levallois-Perret Cedex Langenbacher Strasse 17/19 D-78147 Vhrenbach (Germany) 17, rue Ernest Laval B.P. 35 92173 Vanves Cedex Wiesbadener Landstrasse 18 65203 Wiesbaden (Germany) 11940 Brittmoore Park Drive Houston Texas 77041 (United-States) PCM USA Inc. 11940 Brittmoore Park Drive Houston Texas 77041 (United-States) Pilot Road Phoenix Parkway Corby NN17 5YF (United Kingdom)
Company 100% owned by PCM Flow Technology 99.99 99.99 99.99 99.94 99.94
40, rue de la Libration B.P. 129 25302 Pontarlier 17, rue Tournire 80530 Bthencourt-sur-Mer
100.00 100.00
100.00 100.00
99.95 99.95
}}
Companies 100% owned by Kudu Industries Inc Companies 50% owned by Kudu Industries Inc 25.71 25.71 25.69
25
Note no. 1 (continued): Information relating to the scope of consolidation b) Remarks on the scope of consolidation and the conditions of control
- The PCM Dosys Company, a 100% subsidiary, had all assets and liabilities transferred to the PCM Company. This operation became effective on 1st January 2006 and, in consequence, at this date the PCM Dosys Company was dissolved. - The PCM Trading (Shanghai) Co. Ltd was created on 27 October 2006. It is 100% owned by the PCM Company. The cash flow generated by this Company since its creation is not significant. - No other changes in the scope of consolidation occurred in 2006. - The financial year for all companies in the Group ends on 31 December. - To our knowledge there are no significant restrictions on subsidiaries to transfer funds to the Parent Company, Gvelot S.A., in the form of dividends in cash or refunds of loans or advances.
26
Note no. 2: Accounting rules and methods Significant facts for the financial year
In order to draw up its IFRS opening balance sheet for 1 January 2004, the Group has complied with the provisions of the IFRS 1 standard dealing with First-time Adoption of International Financial Reporting Standards and the exceptions to the principle of retrospective application of all the IFRS standards. The Gvelot Group has decided on the following options for the retrospective adjustments of assets and des liabilities in accordance with the IFRS standards: companies consolidated before 1st January 2004 are not covered by of retrospective adjustments, the actuarial gains and losses on pension commitments have been identified in exchange for equity capital for their cumulated amount at 1st January 2004, the cumulated amount of conversion rate adjustments at 1st January 2004 has been balanced in exchange for consolidated reserves and the amount of hedging equity capital remains unchanged. Conversion rate adjustments before the changeover date to IFRS will not, therefore, be taken into account in the results of future transfer of consolidated entitles or partners. the fair value of assets at 1st January 2004 has been kept as presumed cost. The revaluation arising from this has been shown as equity capital. On 13 April 2007, the Board of Directors drew up and authorised the publication of Gvelot SAs consolidated financial statement for the 2006 financial year. This financial statement may be amended as long as it has not been approved by the General Meeting. Presentation of the consolidated accounts: The balance sheet is shown with current/non-current entries. Current means the assets and liabilities directly associated with the operating cycle, except for short-term financial assets and liabilities which are classified as current. The consolidated result account is shown by type under Charges and Products.
27
- the variation between the rates at the close of the previous financial year and those of the current financial year on the equity capital at the opening of the year, - the difference between average exchange rates and exchange rates at the close, on the profits or losses over the period and on the flow of variation in equity capital. 2.1.3 Transactions in foreign currency Transactions in foreign currency are converted into euros by applying the exchange rate in force at the date of the transaction. The cash assets and liabilities expressed in foreign currency are converted at the exchange rate in force at the date of closure, and the resultant exchange differences are accounted for in the Profit and Loss account as a profit or loss in exchange. Non-cash assets and liabilities expressed in foreign currency are accounted for at the historic rate in force on the date of the transaction. Rates of conversion of accounts drawn up in foreign currency: The proportions of results of Companies on a like-for-like basis, KUDU Industries (a Canadian company) and the Company EMA (Singapore) have been converted at the closing rate on 31 December 2006, i.e: - 1 Canadian dollar = 0.65441 euro - 1 Singapore dollar = 0.49500 euro Items on the balance sheets of the companies: PCM Flow Technology (an American company) and PCM Group UK Ltd. (an English company) have been converted at the closing rates on 31 December 2006, i.e: - 1 dollar US = 0.75930 euro - 1 pound sterling = 1.48920 euro and the income and expenditure accounts at the average rates i.e: - 1 US dollar = 0.79639 euros - 1 pound sterling = 1.46666 euros
Development costs must be entered as assets (IAS 38) if the company can demonstrate: - that the project is clearly identified and the costs of the asset thus immobilised can be separated out and reliably monitored, and that it has the intention and the technical and financial ability to carry the development project through, - that it is probable that the future economic advantages deriving from the expenditure will come to the company. Intangible assets are subject to a linear financial amortization over a useful life foreseen for each category of goods. Useful life: Development costs: lifetime of the projects themselves, generally between 3 and 5 years. Software: useful life of software, between 2 and 15 years. Others (patents, etc.): over periods that correspond to the expected useful life but not more than 20 years. The methods of depreciation tests adopted by the Group are described in the paragraph "Depreciation of fixed assets" in Note point 2.2.4. 2.2.3 Tangible assets Tangible assets, mainly composed of land, buildings, technical installations and plant, are accounted for at their cost of acquisition reduced by cumulative financial amortizations and any loss in value, in accordance with standard IAS 16. The Gvelot Group has opted for the method of periodic revaluation of its land and buildings with financial amortizations over their useful life and periodic revaluation of the nett value against a market value estimated by qualified professional valuers. These valuations take place every three years. In the Extrusion Sector, special tools are bought or made to produce items for a specific order from the client. When they are contractually financed by the client, any part of these costs that was not financed is accounted for as tangible assets. > Cost price of fixed assets The costs of acquiring fixed assets are incorporated at their true gross amount including tax. According to the reference procedure in standard IAS 23, the costs of borrowing are accounted for as charges in the financial year during which they are incurred. > Direct financing leases Goods which the Group is provided with through a direct financing lease are handled in the balance sheet and the consolidated profit and loss account as if they had been acquired with a loan, if the effect of the contract is to transfer virtually all the risks and advantages inherent in the ownership of these goods to the Group. In consequence, the amounts originally financed by the lessor have been entered as tangible assets, and matched by a "borrowed" item in the liabilities. Annual instalments of rent are eliminated and replaced by: - an allocation to financial amortizations corresponding to the fixed assets concerned, - a financial charge relating to the loan. Goods under a direct financing lease are amortized at a constant rate over their estimated useful lifetime similarly to other fixed assets of the same kind or over the duration of the contract if that is less and if the Company is not certain to become the owner at the completion date.
28
> Amortizations Amortizations are calculated on the basis of the components with distinct useful lives that make up these fixed assets; in general they correspond to the following periods: - Land: not amortizable, - Buildings (structure, alterations, restoration, water-tightness): 10 to 40 years, - Technical installations, industrial tools and equipment: 3 to 40 years, with exceptions, - Computer equipment: 3 to 5 years. 2.2.4 Depreciation of Fixed assets In application of standard IAS 36, the Group ensures that the net book value of its assets does not exceed their recoverable value, i.e. the amount which will be recovered by their use or sale. Apart from business assets and intangible fixed assets with an indefinite life which have to be subjected to regular annual depreciation tests, the recoverable value of an asset is estimated whenever there is an indicator showing that this asset may have lost its value. The recoverable value of an asset is either its net sale price or its utility value, whichever is the greater. The net sale price is the amount which can be obtained from the sale of an asset in a transaction under conditions of normal competition between well-informed and consenting parties, minus the costs of disposal. The utility value is the updated value of future cash flow expected from the continued use of an asset and of disposing of it at the end of its useful life, estimated on the basis of plans or budgets established over 3 years maximum. Beyond this, cash flows are extrapolated by applying a constant or diminishing growth rate. Depreciation tests are performed at the level of Cash-Generating Units (CGUs). The Group has defined its cash-generating units as follows: - Extrusion: each company and each production unit has been considered as an independent CGU. The support assets common to a company have been shared proportionately between the production units of the company, - Pumps: each company has been considered as an independent CGU, - Mechanical Engineering: each company has been considered as an independent CGU. A specific discount rate has been determined for each activity (see note No. 4). These discount rates correspond to the rates before tax of the yield of investments without risks, corrected by a risk premium from the Shares market, and of specific risks related to the activity. For the Gvelot Group, no specific risk related to the activity was identified. A loss of value is accounted for once the book value of the asset or of the CGU it belongs to exceeds its recoverable value. 2.2.5 Financial assets Financial assets consist essentially of Loans and Credits. They are mainly composed of deposits and loans to staff for mortgages. They are valued at the amortized cost, using the staff-interest-rate method. Long-term loans and credits that are not repaid or repaid at lower than the market rate are updated if the sums are significant.
Any depreciation is recorded in the results. Financial assets are initially accounted for at a cost corresponding to the fair value of the price paid, increased by the costs of acquisition. Clients and other operating credits Client credits are recognised and accounted for for the initial amount of the invoice, minus provision for depreciation and amounts written off as non-recoverable. Client credits are retained as assets on the balance sheet so long as all the risks and advantages associated with them have not been transferred to a third party. Provision is made for depreciation if specifics risks of non-payment appear on credits held by the companies of the Group. However, older credits (over 6 months) not paid can be subject to depreciation on all or part of the credit. 2.2.6 Stocks and work in progress According to standard IAS 2 "Stocks", the cost of stocks must include all the costs of acquisition, costs of transformation and other costs incurred in making the stocks available; sales discounts, reductions and other similar elements are deducted in determining the cost of acquisition. Stocks are valued according to the price method or the average weighted cost. Stocks are costed at their lowest manufacturing cost and their net realisable value. The realisable value is equal to the net estimated sale price of the costs still to be incurred to complete the products and the sale. Stocks do not include any cost of borrowing. Raw materials, merchandise and other provisions are valued according to one of the following methods, depending on the Site: price of purchasing of the last batch, last known purchase price, average weighted unit cost. Manufactured products (in process and completed) are valued at their production cost including: - The cost of materials consumed, - Direct production charges, - Indirect production charges in so far as they can be reasonably attributed to the production of the goods. If the net realisable value falls below the gross value, provision is made for the difference. In the Extrusion Sector, research is undertaken and special tools are bought or made to produce items for a specific order from the client. When they are contractually financed by the client, the costs incurred for the research and tools are recorded as stocks of work in progress to the extent of the amount financed. 2.2.7 Cash and cash equivalents Cash and cash equivalents include liquid assets and short-term investments without risk of change of value. 2.2.8 Equity capital Own Shares: when the Group buys its own shares, they are recorded at their cost of acquisition and the equity capital is diminished. The product from any sale of Own Shares is written directly as an increase in equity capital, so that any capital gains or losses, net of the effect of related tax, do not affect the net result of the financial year.
29
2.2.9 Provisions > Pensions and similar commitments On the basis of national laws and practices, there are several different pension systems in the Group for the benefit of certain staff. Retirement schemes, similar compensation and other welfare benefits which are analysed as Schemes for Defined Services (schemes in which the Group undertakes to guarantee a defined amount or level of service), are accounted for on the balance sheet on the basis of an actuarial valuation of the commitments to the date of closure, minus the fair value of the assets related to and committed to the scheme. The subscriptions paid into the schemes which are analysed as Schemes with Defined Subscriptions, (i.e. when the Group has no other obligation than the payment of subscriptions) are accounted for in the charges of the financial year. In France, the Group has made commitments to its staff regarding retirement. The provision appearing in the consolidated accounts is valued using the Projected Unit Credit method and takes account of the associated welfare benefits. In applying local rules, the German subsidiary Dold faces up to the welfare commitments that it has made towards its staff as part of contracts concluded with insurance companies. What is sometimes called "actuarial error or actuarial deviance is the mismatch between the hypotheses used and reality, or the modification of hypotheses in calculating commitments and the assets allocated to covering them: - rate of staff turnover - rate of salary increase - discount rate - death rate - rate of return on assets The variation in actuarial deviances on retirement benefits is accounted for in the results by applying the Corridor Principle, spreading any variations that exceed 10% of the highest value between the amount of the commitment and the market value of hedge assets. These gains or losses are recognised over the expected average remaining working life of the members of staff benefiting from these schemes. Provision is made for the prizes given when the national employment medals are awarded or as part of the Companys own agreements. The latter are costed by taking account of the probability that the staff reach the length of service required for each level, and are updated. > Other provisions Provisions are made whenever the Group has a current obligation (legal or implicit) arising from a past event, whose fulfilment should result in an expenditure of resources representing economic advantages for the Group. The provisions correspond to specifically identified risks and charges. Any liabilities correspond to potential obligations resulting from past events whose existence will only be confirmed by the occurrence of uncertain future events beyond the control of the entity, or to current obligations for which an expenditure of resources is not probable. Apart from those resulting from a Company grouping, they are not accounted for but information is given on them in an Appendix. A provision for restructuring is only accounted for if there is an implicit obligation to a third party, arising from a decision of Management which, before the date of closure, was planned in detail, formalised and announced to the people concerned. Other long term provisions have been updated.
2.2.10 Financial liabilities Borrowings are accounted for at their amortized cost, except for the hedge accounting (see below, Derivatives and hedge accounting). Issuing costs, discounts and redemption premiums are shown subtracted from borrowings and are taken into account in determining the actual rate of interest. > Derivatives and hedge accounting All the derivatives (swaps) are accounted for on the balance sheet at their fair value and any variation in their fair value is accounted for in the results. The Group takes the option offered by standard IAS 39 of applying hedge accounting: - in the case of cover of fair value (borrowing at a fixed rate swapped to a variable rate for example), the debt is accounted for at its fair value and any variation in fair value is entered in the results. The variation in the fair value of the derivative is also entered in the results. If the cover is totally effective, the two effects cancel out exactly. - in the case of cash flow cover (borrowing at a variable rate swapped to a fixed rate for example), the variation in the fair value of the derivative is entered as equity capital for the effective part and entered in the results in parallel to the account of the cash-flow covered, and in the result for the ineffective part. 2.2.11 Deferred Taxes In accordance with standard IAS 12 Tax on results, deferred taxes are recorded on all the temporary differences between the book values of assets and liabilities, and their assessed values according to the liability method of tax allocation. Future tax relief because of the use of tax losses carried forward is only recognised if is can reasonably be expected to occur. At 31 December 2006, deferred tax assets have been retained in the accounts, because it seemed probable that they would be recouped. Deferred tax assets and liabilities, whenever they fall due, have been offset when they concern a single tax entity. In accordance with standard IAS 12, deferred tax assets and liabilities are not updated.
30
- Tax expenses, - Profit or loss (broken down between the Group share and minority shareholders). Consequently, the operating income can be defined as the difference between all the income and expenditure not resulting from financial activities, from companies on a like-for-like basis, from activities halted or in process of sale, or from tax. The Gvelot Group has opted to present a current operational result defined as the difference between the total operating income as defined above and the "Other Operational Income and Expenditure" which represents unusual and infrequent events. These are defined in a very restrictive way but cannot be taken as exceptional or extraordinary. The current operational result is a management figure which is intended to make it easier to understand the performance of the company. 2.3.3 Financial expenses 2.3.3.1 Cost of net financial indebtedness The cost of net financial indebtedness consists of all the results produced by the elements constituting net financial indebtedness during the period (bank loans and investments, and results of investment security transactions). 2.3.3.2 Other financial income and expenditure Essentially, other income and expenditure means the results of transactions to hedge against interest and exchange rates.
a) Estimated depreciation of business assets The Group submits business assets to an annual depreciation test, in accordance with the accounting method described in Note 2.2.4. Future cash flow as derived from budgets is used to calculate the recoverable value of cash-generating units. These calculations mean having recourse to estimates. In the end, the impact of variations in discount rate and variation in future cash flow is insignificant from the point of view of estimated business assets. b) Depreciation in fixed assets of production. The recoverable value of an asset is estimated whenever there is an indicator showing that this asset may have lost its value as indicated in Note 2.2.4. The calculations employed in establishing the recoverable value or the utility value of an asset use predictions based on budgets over 3 years and cash flows extrapolated by the application of growth rates beyond that. These flows are then updated at rates specific to each activity. c) The land and buildings are revalued periodically by independent valuers. Between each valuation, the Group checks that there are no indicators to suggest a loss in values.
B. SIGNIFICANT FACTS
None
31
Own Shares
25,937 31
12.31.05
983,480 31
Cancelled
25,937 31
12.31.2006
957,543 35
Total
29,683,833
804,047
30,487,880
804,047
3,830,172
33,514,005
Composition of the share capital: At 31 December 2006, the authorised capital amounted to 33,514 thousand euros. It consisted of 957,543 ordinary shares at 35 euros each, issued and fully paid up. In the course of the financial year, the following transactions were effected: - variation in the number of shares from 983,480 at 31 December 2005 to 957,543 shares at 31 December 2006 by cancelling the 25,937 shares that Gvelot SA itself held at the close of 2005; - raising of the face value from 31 euros to 35 euros per share after the incorporation of reserves for an amount of 3,830 thousand euros. The Group has no option plans for share purchase, by which options to buy Company shares would be offered to certain staff and managers.
32
GOODWILL
Depreciation
1,646
-
23
-
(487)(3)
-
1,182
-
1,182
-
INTANGIBLES
Research and development costs Concessions, patents licences, brands Business assets Intangible fixed assets in progress Advances and deposits Total intangibles 1,402 8,343 995 1,800 (685)(1) (17) (291) 269 (1,371) 62 (4) 1,009 9,914 (3,833) 1,009 5,906 171 225 (274) 228 6,085 171 2,886 864 580 1,205 2,649 2,186
4,930
7,445 25,546 162,239 10,583 4,048 2,071 211,932 (127,277)
1,115
373 8,035 735 3,934 1,110 14,187 (7,996)(2)
(22)
(53) (7,012) (613) (1) (33) (7,712) 7,092
772
58
666 7,378 194 (5,241) (3,059) (62) 4, 7,417 26,438 170,626 10,900 2,740 89 218,210 (127,408)
6,081
7,052 22,581 54,883 3,457 2,740 89
84,655 91,231
6,191 7,306
(138) (115)
(620) (642)
772 772
90,802 98,065
The total of intangible and tangible investments therefore rose to 15,987 K. The acquisitions in the financial year mainly concerned industrial investments in capacity and production. (1) including financial amortizations including provisions (2) including financial amortizations including provisions (7,859) (137) (685)
33
Financial depreciation
Allowances (1) Sales and 12.31.2006
Net values
12.31.2006
Decommissions (2)
Total
6,254
5,170
(358)
11,066
595
604
(275)
924
10,142
(1) Included in the acquisitions for the financial year (2) Included in the sales and decommissions for the financial year (3) Only concerns the Extrusion Sector
34
12.31.2005
3,696
Other movements
(118)
12.31.2006
4,613
Total
(1) Including consolidated goodwill of 474 k.
4,068
1,083
357
5,508
The principal financial data relating to companies on a like-for-like basis are: (In thousands of foreign currency)
Kudu Industries Inc. Ensival Moret Asia Pte Ltd. / Moret Pumps Shangha Co Ltd. KEUR 4,417 3,663 1,727 1,538 189 463 KCAD
There are distribution contracts for the supply of pumps, linking PCM to its subsidiary Kudu Industries Inc. More than half of the turnover of Kudu Industries Inc. consists of products from PCM. Moret Pumps Shangha (M.P.S.), a subsidiary of Ensival Moret Asia (E.M.A.), is linked to PCM by a sales agreement covering: - the production of items by M.P.S. for PCM, - the import by M.P.S. of PCM products for resale and/or building in, for PCM clients.
Depreciation
Gvelot S.A.
Gurtner
G.V. S.r.l.
In June 2006, the Gurtner took a 10% shareholding in the capital of GV S.r.L., a company in Italian law.
35
Total
Provisions for risks . Provisions for employment disputes . Provisions for industrial risks . Other provisions for risks 93 26 200 168 58 184 26 178
Total
Provisions for liabilities and charges . Other provisions for charges . Provisions for restructuring . Provisions related to staff . Provisions for pensions . Provisions for employment medals
319
915 296 536 1,468 308
226
634 343 5
(94)
(52) (218) (241) (15)
(63)
(7) (295) (95) (2)
388
1,490* 78 1,716 296
209
1,397 -
179
93 78 1,716 296
3,523 3,842
982 1,208
(526) (620)
(399) (462)
3,580 3,968
1,397 1,606
2,183 2,362
- provisions for charges related to operations - provisions for employment-related charges - provisions for sales-related charges
1,490 The provisions for pensions are detailed in Note no. 13 "Staff benefits
Borrowings
2006 Non current
Bank loans Miscellaneous borrowings and financial debts Total non-current borrowings 24,499 503 25,002 9,574 7,157 215 16,946 41,948 21,389 498 21,887 9,177 4,757 13,934 35,821
2005
Current
Bank overdrafts (note no. 12) Bank loans Miscellaneous borrowings and financial debts Total current borrowings Total borrowings
Repayments
Reclassification
New borrowings
20,599 115
12.31.2006
35,323 498
(14,414) (173)
(278) 278
41,230 718
Total
35,821
(14,587)
20,714
41,948
36
2005
41,230 718
35,323 498
16,731 215
13,934 -
22,827 488
18,116 498
1,672 15
3,273 -
Total
41,948
35,821
16,946
13,934
23,315
18,614
1,687
3,273
Loans from credit institutions and miscellaneous borrowings are covered by collateral to the extent of 3,204 K (see note no. 20).
Total
9,933
5,568
1,185
676
7,895
3,400
853
1,492
Euros
2005
American dollars
2006 2005
Pounds sterling
2006 2005
41,230 718
35,323 498
41,227 718
35,322 498
3 -
1 -
Total
41,948
35,821
41,945
35,820
2005
5,223 6,165 9,626 62 9,177 5,568
Total (*) Loans at floating rates not covered have redemption dates between 2007 and 2012.
41,948
35,821
37
01.01.2006
Deferred tax assets Deferred tax liabilities (1,871) 12,483
Movements
(171) 338
12.31.2006
(2,027) 12,813
Total
10,612
167
30
(23)
10,786
The credits and debts on deferred taxes are related to temporary differences.
Tax on results
The breakdown of tax on the Profit and Loss account is as follows: 2006
Tax due Deferred taxes 1,673 167(*)
2005
1,857 (730)
Total
(*) Deferred tax expenditure is analysed as follows: Products from allocations to financial amortizations of tangible and intangible assets Charges on net reversals of provisions for depreciation of tangible and intangible assets Charges on reversals of regulated provisions and miscellaneous taxes Other products and miscellaneous charges Temporary differences
1,840
1,127
The comparison between the theoretical tax expenditure and the tax expenditure accounted for is as follows: 2006
Current results before tax of integrated companies Theoretical tax expenditure in France Theoretical tax expenditure in Germany Theoretical tax expenditure in England Total theoretical tax expenditure Net impact of charges and returns definitively not deductible or taxable Actual tax expenditure on current activities (783) (946) (176) (1,905) 65 (1,840) 5,117
(1)
3,277
2006
Rate of business tax France Germany England 34.43 % 37.50 % 30.00 %
38
2005
Gross amount
. Raw materials and other supplies . Materials undergoing processing . Intermediate and finished products . Merchandise Depreciation (1,161) (834) (869) (188)
39,673
(1,127) (859) (786) (25) (3,052)
36,837
(2,797)
Total
36,621
34,040
2005
47,990 (843)
Total
45,283
47,147
2005
10,132 17,616 2,995
27,764
30,743
In the consolidated cash flow table, Cash and Bank Overdrafts breaks down as follows: 2006
Cash and cash equivalents Bank overdrafts 27,764 (9,574)
2005
30,743 ( 9,177)
18,190
21,566
39
Allemagne
Total au 31.12.2006
PBO(*) 12.31.2005
5,373
Actuarial deviance
940
(*) PBO: Projected Benefit Obligation. This corresponds to the probable current value of the commitment, with projection of salaries relative to rights acquired at the date of the calculation. Retirement commitments are costed by independent actuaries. The provision for employment medals awarded by the companies in the Group to their staff has been calculated by an independent actuary (see note No.. 7).
40
Sectorial information
Holding
Extrusion
At 12.31.2005 Pumps
Goodwill(1)
Total intangibles 40 Land and buildings 19,601 Industrial and miscellaneous equipment 116 Tangible assets in progress 2 Advances and deposits Total tangibles 19,719
Gross values
11,667 7,704 131,241 949 110,622 11,115
19,759 18,476
1,554 412 8,681 450 7,973 1,785 In 2005 the total of intangible and tangible investments came to: Holding: Extrusion, Machining: Pumps and Fluid technology Mechanical Engineering, Motor and Gas Equipment:
30,143
14,320
229,306
19,694
159,339
29,092
13,796
8,004
221,921
130,690
1,508
110,362
Net values
18,251
54,722
5,792
408
91,231
10,616
590
6,125
The total of intangible and tangible investments therefore amounts to: Holding: Extrusion, Machining: Pumps and Fluid technology: Mechanical Engineering, Motor and Gas Equipment: 111 12,252 2,323 1,301 15,987
(1)
France
At 12.31.2005 Germany
Total
Goodwill(1)
Total intangibles 8,775 Land and buildings 25,892 Industrial and miscellaneous equipment 138,300 Tangible assets in progress 1,485 Advances and deposits 89 Total tangibles 165,766
Gross values
529
174,541 4,388
181
49,848
4,917
229,306
131,241
170,560
102,126
46,622
28,162
4,739
402
221,921
130,690
41
29,121
Net values
72,950
20 727
98,065
8,681
68,434,
8,326
18,460
2,166
4,337
124
91,231
10,616
6,649
1,851
Repayments
Reclassification
New borrowings
12.31.2006
Total
35,821
(14,587)
20,714
41,948
Consolidated turnover
Breakdown by business sector 2006
Cold extrusion / Machining Pumps / Fluid technology Mechanical Engineering / Motor and gas equipment Provision of services and miscellaneous 115,356 64,654 15,911 911 58.6 % 32.8 % 8.1 % 0.5 % 119,686 63,977 15,840 723
2005
59.8 % 32.0 % 7.9 % 0.3 %
196,832
100.0 %
200,226
100.0 %
2006
France . Countries of the European Union . Other countries of Europe . America . Other geographical areas Foreign 75,577 2,669 20,232 11,044 109,522 55.6 % 87,310 44.4 % 74,567 2,552 14,652 16,901 108,672 91,554
2005
45.7 %
54.3 %
Total
196,832
100.0 %
200,226
100.0 %
42
2005
815 123 6,160 (60)
Total
6,259
7,038
Operating income(1)
2006
Holding Cold extrusion / Machining Pumps / Fluid technology Mechanical Engineering / Motor and gas equipment 322 (1,335) 7,300 (28)
2005
1,058 (2,307) 6,944 (60)
Total
6,259
5,635
2005
1,361 (3,568) 7,704 (148)
Total
5,117
5,349
2005
2,370 (3,466) 6,459 (108)
Total
(1) before eliminating intra-Group transactions without effect on the consolidated result.
4,360
5,255
43
Building loans are loans to staff with over 20 years. These interest-free loans are updated to take account of the loss over time of the value of future repayments. Derivatives are financial tools used by the Company to cover its interest or exchange-rate risks. They are essentially a swap of interest rates on floating-rate loans. Their fair value is calculated by an independent expert. MANAGEMENT OF FINANCIAL RISKS Apart from its borrowings at floating rates, the Group has no significant market risk on its debts and financials borrowings or on its investment securities. The Groups portfolio of investment securities is mainly composed of monetary investments. The Group has a few investment securities partially based on shares, but for them the overall risk of loss of value is negligible given the very short time they are held and the guarantees provided. The repayment rates are close to those of the market. The Group encounters a few exchange risks with its exports. When these risks are significant, they are generally covered by exchange cover transactions (purchasing/selling foreign currency on the forward market). Securities valued at their fair value offset against the result represent OPCVM securities which, because of the application of the AMF Recommendation of 9 March 2006, have been reclassified under this heading (and no longer in Cash Flow) since their characteristics did not meet the liquidity, convertibility and risk criteria.
44
Rate of interest
Discount rate
Leasing contracts are simple leases with periods of between 3 years and 10 years. Exploitation basically refers to leases of storage space and materials-handling equipment. Not Exploitation covers computer equipment, office machinery and Company vehicles. A charge of about 0.9 million euros has been accounted for in the 2006 financial year.
2005
535 161
Total The Directors are the members of the Board of Directors and the Audit Committee. Their fees include gross salary, bonuses, fringe benefits and attendance fees. Directors enjoy no specific retirement scheme.
637
696
2005
226 1,367
Total
Temporary staff
1,593
103
1,593
152
2005
515 19 4,124
Total
5,692
5,222
Commitments received
2006
Guarantees and securities Miscellaneous 65 -
2005
34 -
Total
65
34
45
Amount of transactions
55
Amount of transactions
Amount outstanding
1,475 124
Charges Products
1,347 10,622
1,689 7,672
The transactions with the affiliated parties summarised above relate mainly to current transactions with companies over which the Group exercises notable influence. They are consolidated using the equity method. These transactions are made on the basis of market prices. Transactions with affiliated parties who are individuals (Board Members, Managers and members of their families) are not significant.
46
3- Specific checks
In addition, in accordance with the professional standards applicable in France, we have also checked the information given in the report on the management of the Group. We have no observations to make on their sincerity and their agreement with the consolidated accounts.
Paris, 25 May 2007 The Auditors MAZARS & GUERARD Robert AMOYAL CREA Bernard ROUSSEL
47
48
49
40 40
22 22
18 18
4 4
Total C
51,419
10,940
40,479
42,099
Receivables
(2)
Due from clients and related accounts Other Investment securities Liquid assets
ADJUSTMENT ACCOUNTS
Charges recorded in advance (2) 27 27 42
17,407
-
17,407
-
15,688
-
68,826
10,940
57,886
50 34 -
57,787
88 20 1,361
50
LIABILITIES
(in thousands of euros) Before allocation Net amount on 12.31.2006 EQUITY CAPITAL (I)
Capital Premiums, discounts and merger surpluses Revaluation differential Reserves: - Legal reserve - Special reserves of net long term capital gains - Other Carried forward Result of the financial year Sub-total: net position Investment subsidy Provisions required by law 2,603 12,753 1,764 2,171 52,805 13 798 2,434 17,140 662 3,378 54,102 12 453 2,712 12,753 1,720 50,699 13 798 2,603 17,140 1,764 51,995 12 453 33,514 30,488 33,514 30,488 -
53,616
54,567
51,510
52,460
2,290
1,381
2,290
1,381
2,290
1,381
2,290
1,381
Other debenture loans Borrowings and debts with credit institutions Miscellaneous borrowings and financial debts Advances and deposits received on orders in progress Owing to suppliers and related accounts Tax and social security owed Debts on fixed assets and related accounts Other debts Income recorded in advance
(2)
1,980
-
1,839
-
4,086
-
3,946
-
57,886
697 1,283 1
57,787
708 1,131 -
57,886
697 3,389 1
57,787
708 3,238 -
a) After distribution submitted to the Ordinary General Meeting on 21 June 2007. b) After approval of Resolution Four submitted to the joint General Meeting of 22 June 2006 and Resolution Ten on the reduction of capital by cancelling internally held shares.
51
Results 2006
Profit and loss account
(in thousands of euros) Operating revenue
Provision of services Net turnover Other income (1) Total operating revenue (I)
Operating expenditure
Other purchases and external charges Tax and similar payments Wages and salaries Welfare benefits Allocations to financial amortizations on fixed assets Allocations to depreciation on fixed assets Other charges Total operating expenditure (II) 1 OPERATING RESULT (I - II)
(2)
Financial income
From shareholdings
(3) (3)
Other interests and similar income Positive exchange differentials Total financial income (III)
Financial charges
Allocations to financial amortizations and provisions Interests and similar charges
(4)
Negative exchange differentials Total financial charges (IV) 2 - FINANCIAL RESULT (III - IV) 3 - CURRENT RESULT BEFORE TAX (I - II) + (III - IV)
Extraordinary items
Extraordinary items on management operations Extraordinary items on capital operations Drawdown from provisions and transferred charges Total extraordinary items (V) 24 4 31 59 3 2 1,285 1,290 (1,231) (707) 5,757 3,586 243 2 1 246 2 1 1,562 1,565 (1,319) (1,052) 6,781 3,403
Extraordinary charges
Extraordinary charges on management operations Extraordinary charges on capital operations Extraordinary allocations to financial amortizations and provisions Total extraordinary charges (VI) 4 EXTRAORDINARY RESULTS (V - VI) Tax on profits (VII) Total income (I + III + V) Total charges (II + IV + VI + VII)
5 - PROFIT
(1) Including operating income relating to previous financial years (2) Including operating expenditure Including to previous financial years (3) Including income concerning affiliated companies (4) Including interests concerning affiliated companies
2,171
4 111 1,735 -
3,378
(2) (4) 2,534 -
52
2006
2005
2,171
3,378
6,347
1,287
1,256
(1,817)
NET CASH FLOW RELATED TO FINANCING OPERATIONS NET VARIATION IN CASH FLOW Liquidity at the opening Liquidity at the close
53
54
Note no. 1: Accounting principles and rules for drawing up the company accounts
The annual accounts of Gvelot S.A. have been drawn up in accordance with the French regulations.
55
Provisions Provisions correspond to risks and charges identified specifically in accordance with the General Accounting Plan.
b) Tax integration
Since 1 January 1995, Gvelot S.A. has opted for the Group Tax Scheme. Because of this, it only pays the tax due on the results of the group as a whole. Under the tax integration agreements signed with the companies within the scope of the integration, each company accounts for tax expenditure as if there were no integration. The Group is formed of the Parent Company, Gvelot S.A. the Head of the Group and the following French subsidiaries: Gvelot Extrusion, PCM, Gurtner and Ets Lopold Clr. The product net of tax of 707 K includes: - the tax on Gvelot S.A.s own results - 305 K - tax proceeds relating to the integrated subsidiaries 1,015 K - additional tax assessments for the years 2003 and 2004 following tax inspection of Gvelot Extrusion - 3 K In addition, an additional intra-Group provision of 916 K was recorded at 31 December 2006 and will probably be returned as tax savings to the subsidiaries under this scheme.
e) Additional information
- Under the terms of the decisions of the Joint General Meeting of 22 June 2006, the share capital was: - reduced by 804,047 euros by cancelling the 25,937 Own Shares held by Gvelot S.A., at a face value of 31 euros; - increased by 3,830,172 euros by incorporation of reserves so as to raise the face value of the 957,543 remaining shares from 31 euros to 35 euros. Share capital is now set at 33,514,005 euros divided into 957,543 shares of 35 euros each, fully paid up and all of the same category. - Concerning the costs of reinstating the industrial site in Meudon, a provision has been made to cover the obligations incumbent on Gvelot S.A. under Law no. 2003-699 of 31 July 2003. In early 2007, the Prfecture of the department of Hauts de Seine informed Gvelot S.A. that no further rehabilitation would be required of it as the last operator of the site. In these conditions, the provision of 262 K appearing as a liability of the Company since 31 December 2002 remains unchanged. - in February 2007 Gvelot S.A. sold all the property in Messei. Industrial activity on this site had ceased in July 2005.
c) Pensions
When they retire, members of staff receive payments under agreements or contracts. The corresponding commitments are largely covered by insurance. The residual part not covered is not accounted for and therefore appears as an off-balance sheet commitment.
56
32
2,559 16,612 86 112 2
15
164 44 96 -
7
14 206 2
40
2,559 16,776 116 2 -
28
210 10,283 72 -
1
31 326 8 -
7
12 -
22
241 10,609 68 -
19,371
30,271 1,523 125 1,370
304
500 51 -
222
500 50 1,364
19,453
30,771 1,074 75 6
10,565
-
365
-
12
-
10,918
-
Total
33,289
551
1,914
31,926
453
-
369
-
24
-
798
-
7 262 1,112
916
7 -
262 2,028
Total Depreciation:
Depreciation on fixed assets Depreciation on investment securities Other depreciation
1,381
-
916
115 -
7
-
2,290
115 -
Total
115
115
57
Total Debts
Other debenture loans(2) Borrowings and debts with credit institutions (2) (3) Miscellaneous borrowings and financial debts Debts to suppliers and related accounts(6) Tax and social security owed Debts on fixed assets and related accounts(6) Other debts(4) Income recorded in advance
(2) (5)
1,642
1 683 357 481 59 399 -
503
1 345 480 59 398 -
1,139
683 12 1 1 -
Total
(1) Loans given in the course of the financial year Loans repaid in the course of the financial year 50
1,980
1,283
697
50 17 51
(2) Borrowings and financial debts taken out in the course of the financial year 17 Borrowings repaid and transferred in the course of the financial year 51 (3) including: - of two years maximum at the start 1 - of more than two years at the start (4) Including owed to partners 394 (5) Debts repayable at more than 5 years 683 (6) Including commercial papers
1 394 683 -
58
Amount at 12.31.2006 concerning (1) companies with which the Company has shareholding links
-
Land Shares Revaluation reserve (1976) Special revaluation reserve (1959) Free revaluation differential Other differentials from revaluation of capped fixed assets
Total
Amount at 12.31.2006
13 10 2 4
Total
29
59
Amount at 12.31.2006
1 211 85 53 4
Total
354
Income
-
Total
27
Nominal value
31.00 4.00 35.00
60
Amount 2005
3,641
3,451
3,641
Amount 2006
France Germany 3,438 13
Amount 2005
3,626 15
Total
3,451
3,641
Amount 2006
(916) (345) 30
Total
(1,231)
Current result Extraordinary result Impact of tax integration Impact of tax inspection
1,464
(707)
2,171
The impact on the financial year taxes of the dispensatory tax assessments, due to the dispensatory financial amortizations is 115 K. Rise and fall of the future tax debt: The future tax debt will fall by 40 K because of provisions not deductible in the year they were entered on the books; it will rise by 266 K because of the write-back of dispensatory financial amortizations.
61
Amount at 12.31.2006
200
Total at 12.31.2006 25
13 5
18
22 5
18
22 5
27
-
27
-
Total
Net amount committed in the financial year
Pension commitments (I.F.C.) The commitment to severance pay and pensions is calculated for each of the categories: employees, management, according to length of service and average salary, including welfare benefits, using the "projected unit credit" method in accordance with Recommendation 03-R.1 of 1 April 2003 of the C.N.C.. The figure arrived at, 29 K, is equal to the amount of the IFC social liability of 101 K, reduced by the value of the funds at 31 December 2006 (72 K) held by the Fdration Continentale (GENERALI group) under a contract that allows part of these commitments to be externalised.
Total
62
Companies
Share of the capital held in % (1) by the Company and not yet repaid Company financial year by the financial year financial year during the security given complete last complete Company securities held granted collateral and tax of the last loss of the issued by the Book values of Loans and advances Amount of Turnover before Profit or Dividends
Capital
Equity capital
other than
allocation
of results
Gross
Net
A - SUBSIDIARIES
15,120
13,373
6, boulevard Bineau
92532 Levallois-Perret Cedex 99.94 6,509 6,509 200 60,137 6,504 1,277
PCM S.A.
10,155
15,908
GURTNER S.A.
3,090
4,586
B - SHAREHOLDINGS
Foreign shareholdings
63
22.72 -
13,000
(461)
Langenbacherstrasse 17/19
TECHNIQUES DE FIXATION
110
NC
64
Rappel 2005
983,480
2006
957,543
Accounting income
K K
2006 51,189
1,214
Equity capital at the start of the 2006 financial year Variations over the financial year:
- Variation in premiums, reserves and carried forward - Variation in legally required provisions and equipment subsidies - Cancellation of Own Shares 57 346 (1,361)
52,403 (958)
Equity capital on the final balance sheet of the 2006 financial year before profits
Allocation of the 2006 result to the net situation recommended to the Ordinary General Meeting of 21 June 2007
51,445
65
51,510
65
Securities
Shareholding securities at 31 December 2006
Amount Companies Nominal Capital divided into
1,260,000 75,222 25,750 33,000 4,400 13,000,000
Percentage of shareholding
99.99 99.85 99.85 0.01 22.72 20.00
French Companies 1,259,992 shares 75,108 shares 25,707 shares 1 share Shareholdings abroad 1,000 shares 7 units Techniques de Fixation (Company in liquidation) (Belgium) Dold Kaltfliesspressteile GmbH capital 25 Gvelot Extrusion PCM Gurtner Etablissements Lopold Clr 12 135 120 15.27
Total
30,771,464.44
Total
15,926,954.76
66
Financial results
Financial results of the Company over the last five financial years
(Articles 133, 135 and 148 of the Decree on Commercial Companies)
(*)
33,514,005.00 957,543
30,487,880.00 983,480
30,487,880.00 983,480
30,487,880.00 983,480
30,487,880.00 983,480
(706,918.00) (1,052,315.00) -
IV - STAFF
a) Average on payroll during the financial year b) Amount of the wage bill c) Amount paid out in welfare benefits in the financial year (social security, social welfare, etc.) 306,285.94 288,091.48 263,674.26 240,956.37 232,416.03 9 724,402.39 7 688,365.60 7 676,305.96 7 587,134.80 7 585,580.30
(*) In accordance with the decisions of the Joint General Meeting of 22 June 2006, capital reduced by 804,047 by cancelling 25,937 Own Shares held by Gvelot S.A. and capital increased by 3,830,172 by incorporation of reserves to raise the face value of the 957,543 remaining shares from 31 to 35 . On 31 December 2006 the share capital consisted therefore of 957,543 shares with a face value of 35 each, totalling 33,514,005 .
67
Paris, 25 May 2007 The Auditors MAZARS & GUERARD Robert AMOYAL CREA Bernard ROUSSEL
68
The Auditors MAZARS & GUERARD Robert AMOYAL CREA Bernard ROUSSEL
69
70
Resolutions
submitted to the Ordinary General Meeting of 21 June 2007
Resolution One
That the General Meeting, having heard the management report from the Board of Directors and the general auditors report, approve these reports in their entirety, and approve the Companys annual accounts 2006 which reveal a net profit of 2,171,310.10 and in consequence discharge the board members for their management of the companys affairs in the course of that financial year.
Resolution Five
That the General Meeting discharge the Board Members for the execution of their mandate for the 2006 financial year.
Resolution Six
That full powers be given to the bearer of originals, copies or extracts of the present minutes to make any publications and deposits required by Law and generally carry out all legal formalities.
Resolution Two
That the General Meeting, having heard the reports of the Board of Directors and the auditors, approve the consolidated annual accounts as presented which reveal for the 2006 financial year a net profit of the Groups share of the consolidated whole, of 4.4 M.
Resolution Three
That the General Meeting note the Special Auditors Report on transactions covered by articles L.225-38, L.225-42-1 and R.225-30 of the Commercial Code and approve these transactions.
Resolution Four
That the General Meeting decide of to allocate the profit for the financial year of 2,171,310.10 increased by 1,764,526.04 making a distributable profit of as follows: Allocation to the legal reserve (5% of the 2006 result) Payment of a dividend of (2.20 x 957,543 shares) Remainder carried forward 108,565.50 2,106,594.60 3,935,836.14
2,215,160.10 1,720,676.04
The dividend of 2.20 per share, eligible to tax relief of 40% for individuals who enjoy a capped Tax Credit, will be distributed from 2 July 2007 onwards. That the General Meeting recall that, in accordance with the legal provisions in force, the following dividends have been distributed in the course of the last three financial years:
Financial Year Dividend Net tax credit Tax credit Number of shares Gross
Paid-up Total
1.00 -
3.00 -
71
Notes
72
Limited Liability Company (Socit Anonyme) with capital of 33,514,005 euros Registered office, management and supervision : 6, boulevard Bineau 92532 Levallois-Perret Cedex trade register. : Nanterre B 562 088 542 SIRET number 562 088 542 00369 www.gevelot-sa.fr
Cration : www.dep.fr