2015 annual report - zonebourse.com bélier... · 2015 in a nutshell chairman’s message...

2015 ANNUAL REPORT

2015 in a nutshell 2

Management report for the year ended 31 December 2015 on the consolidated financial statements and parent company financial statements 13

Le Bélier: 2015 report on Corporate Social Responsibility (CSR) 331. Reporting scope 342. Environmental information 343. Staff-related information 374. Social information 42

Consolidated financial statements and notes for the year ended 31 December 2015 453.1. Financial statements 463.2. Notes to the consolidated financial statements for the year ended 31 December 2015 50

CONTENTS

1

2

3

2015 ANNUAL REPORT

12015 ANNUAL REPORT

2015 IN A NUTSHELLCHAIRMAN’S MESSAGE

Chairman’s message

After a historic year in 2014, Le Bélier continued its strong growth, both in terms of

activity and economic performances. A sustained level of commercial activity guarantees

us promising development prospects.

In 2015, our revenue totalled €318.5 million, up 23% compared with 2014 (+18% when

adjusted for LME prices(1)). These figures mark the full consolidation of the du HDPCI

group, acquired in July 2014, and its successful integration within Le Bélier.

Our operating profit grew by nearly 40% to €33.5 million, giving a sales margin of 10.5%.

A robust financial structure enables us to remain alert for new external growth opportunities.

Buoyed by these performances, at the next General Meeting of shareholders, scheduled

for 19 May 2016 in Libourne, the Board of Directors will propose to raise the dividend

to €0.80 per share.

We therefore approach 2016 with confidence.

As such, I would like to share the success of our enterprise with all our staff, shareholders

and partners.

Philippe Galland,Chairman of the Board of Directors

(1) LME : London Metal Exchange.

In 2015, Le Bélier continues its strong growth

PHILIPPE GALLAND

2 2015 ANNUAL REPORT

2015 IN A NUTSHELLCHIEF EXECUTIVE OFFICER’S MESSAGE

Chief Executive Officer’s message

The objectives that we had set were largely achieved:

❯ Our revenue topped €300 million,

❯ Tonnage sold came close to 65,000 tonnes,

❯ Our industrial performance improved further, this despite the costs related to the

technological transformation initiated by the Group,

❯ 43 new programmes were launched,

❯ The implementation of technological synergies with HDPCI has been a success.

As for the level of commercial activity, it enabled us to win almost €400 million of

new orders during the year, including a major programme for a Japanese component

manufacturer.

Le Bélier continues to grow and is strengthening its presence in all the continents

in which it operates, winning new market shares, especially in Asia thanks to the

broadening of our positions.

Our efforts remain concentrated on the development of new products – which represent

74% of our investments – and the technological innovations that we make in our

processes.

In 2016, we are initiating a €30 million investment programme, 28 new programme

launches are scheduled and we anticipate an increase in tonnage sold. In the short

term, we will closely monitor the high costs linked to our technological transformation,

even though this is expected to be profitable over the medium term.

Le Bélier offers good visibility for the coming years, with an economic model that affirms

its performance.

Philippe Dizier,Chief Executive Officer

Objectives widely achieved!

PHILIPPE DIZIER

32015 ANNUAL REPORT

2015 IN A NUTSHELL

€318.5 million revenue

3,600 employees

at 31 December 2015

World leader in automotive

braking systems

A GLOBAL PLAYER INTHE AUTOMOTIVE INDUSTRY

10worldwide

production sites

1961 19941981 1999 20042003 2006

Foundry set up in Vérac in south-west France

to manufacture parts for the railway and electrical industries

Aluminium safety parts developed for cars

Company embarks on its international expansion with the acquisition of a majority stake in a foundry

in Hungary

Initial public offering of Le Bélier on the Second Market

of the Paris Bourse

Changes made to the company’s administration with the adoption of

the conventional system of corporate governance for French limited

liability companies

€10.6 million capital increase via a public issue

3-year plan implemented by

the new management team

GROUP PROFILE / MILESTONES

Group profile

Milestones


2015 IN A NUTSHELLKEY FIGURES

2009 201320112008 2010 2012 2014

2015

Tonnage sold topped 64,000 tonnes and revenue

passed the €300 million mark

Le Bélier completes its industrial restructuring

in accordance with the 2006-2008 roadmap

Major global economic crisisSlump in worldwide automotive market

Group response involves a highly flexible organisation

€12 million capital increase

Le Bélier outperforms its market

Record tonnage of 45,000 tonnes

50,000 tonnes sold during the year, exceeding the target of 47,000 tonnes

that had been set

Integration of HDPCI group and implementation of

technical synergies

Key figuresREVENUE IN €M

2014

236.3258.8

318.5

2013

225.3

2012

225.0

2011 2015

REVENUE BY PRODUCT FAMILY IN 2015

5%OTHER

63%BRAKINGSYSTEMS

21%TURBO

SYSTEMS

11%CHASSIS

STRUCTURE

GROUP SHARE OF NET INCOME IN €M

15.716.8

23.5

13.612.7

2014201320122011 2015

REVENUE BY PRODUCTION REGION IN 2015

25%CHINA

59%EUROPE (of which France 8%)

16%MEXICO

52015 ANNUAL REPORT

2015 IN A NUTSHELLACTIVITY

Activity

Le Bélier is a global group specialised in the manufacture of moulded aluminium safety parts for the automotive and aerospace markets.

The Group has a comprehensive offering

ranging from design of parts, toolings, from prototypes to machined parts, including

multi-process foundry.

Product design and development

This department participates to the product design with our

customers, even undertakes the entire definition through feasibility

and rheology studies and calculations of mechanical resistance.

Foundry

This transformation process involves casting a liquid metal or alloy

in a mould in order to reproduce a specific part, after cooling.

This activity covers a number of technologies, including:

❯ gravity die-casting, which is Le Bélier’s core business and is a

technique for achieving superior mechanical characteristics;

❯ low pressure casting for lighter weight parts with superior

mechanical characteristics;

❯ sand-casting for small runs for the aerospace segment and

automotive prototypes.

Machining

This manufacturing technique produces high-precision mechanical

parts.

Given the growing importance of high-tech features in the parts

produced for the automotive market, machining often forms

an integral part of the foundry business given the service level

expected by customers.

Tool-making

The mechanical and tool-making design department define upfront

the tools needed for the mass production of parts.


2015 IN A NUTSHELLACTIVITY

REVENUE BY ACTIVITY IN 2015

1.5%OTHER*

3.4%TOOL MAKING

10.1%MACHINING

85.0%FOUNDRY

* Billing of services.

A fundamental trend in the automotive industry

The relative weight of the aluminium used in cars has

risen steadily over the years.

This fundamental trend is a robust one. Aluminium is a

lightweight metal that can be fully recycled, and since

it meets environmental constraints and anticorrosion

requirements, it is a natural choice for the automotive

industry.

Aluminium has thus become the second most widely

used metal after steel.

Aluminium

R&DLe Bélier has had its own integrated R&D department

since 1993 and has highly effective facilities and

resources with which it develops all its products.

Le Bélier also pursues research programmes prior to

development, enabling it to offer the innovation that

the market seeks.

Quality processThe Group and all its production sites have ISO/

TS16949 certification, which is the international Quality

System standard required by all carmakers.

Environmental approachLe Bélier is applying a system of environmental

management.

Five sites are already ISO 14001 certified, while the

certification process has begun for the remaining sites.

❯ the structure of its order book for large automotive production runs: 3 to 7 years commitments, generally linked to vehicle lifespans;

❯ it is awarded contracts 1 to 3 years prior to the launch of series production, this being the time taken by its design department to design and develop new parts;

❯ Le Bélier operates on a carmakers’ given platform with several components suppliers, who each fulfil different functions.

Le Bélier's business characteristics

72015 ANNUAL REPORT

2015 IN A NUTSHELLHIGHLIGHTS OF THE YEAR

Highlights of the year

2015, strong growth in performanceConsolidated revenue came to €318.5 million, up 23.1% compared with 2014 (+17.9% when adjusted for LME prices).

Based on a comparable structure (excluding HDPCI, consolidated for only 5 months in 2014), revenue growth came to +13.6% (+8.4% when adjusted for LME prices) for tonnage sold of 64,000 tonnes (+13.3% vs. 2014).

Asia posted strong growth (+27.8%), while North America and Europe grew by +6.5% and +9.6% respectively.

Commercial activity remained buoyant, with the acquisition of €395 million of new orders (cumulative revenue over the life of the programmes), including a major programme worth €70 million for a Japanese component manufacturer.

Results: all ratios improveThe buoyant level of activity and enhanced industrial performance both contributed to the improvement in all the economic and financial ratios. Le Bélier posted operating profitability of over 10%, i.e. the margin was up more than 1pp compared with 2014, this despite the costs relating to the technological transformation initiated by the Group and expenses linked to the launch of 43 new programmes.

❯ EBITDA represented 15.7% of revenue (margin up +0.8pp compared with 2014);

❯ Current operating profit increased by 36% to €34.1 million, giving a margin of 10.7%;

❯ The operating profit grew by 39% to €33.5 million;

❯ Overall, net income was up 40% at €23.5 million;

❯ Free cash flow came to +€25.4 million in 2015.

Financial position remains very strong ❯ Net borrowings financier decreased from €39.2 million

at 31 December 2014 to €21.9 million at 31 December

2015, while shareholders’ equity increased from

€91.7 million to €110.6 million. Gearing thus stood at 20%.

New business won in 2015Commercial activity remained buoyant in 2015, with

€395 million of new orders won (total revenue over the

life of the programmes), including a major programme

worth €70 million for a Japanese component

manufacturer.

Evolution 2016Le Bélier benefits from favourable growth prospects

given its numerous commercial successes. As such,

growth in its tonnages is expected to continue to

outstrip that of the global market.

In 2016, we are initiating a €30 million investment

programme, 28 new programmes are scheduled to be

launched and we expect tonnages sold to increase. In

the short term, we will continue to closely monitor the

high costs linked to our technological transformation,

even though this is profitable in the medium term.


2015 IN A NUTSHELL

BRAKING SYSTEMS ENGINE BOOSTING SYSTEMS

CHASSIS/STRUCTURE

OUTLOOK / PRODUCTS

Products

OutlookStrategyLe Bélier’s strategic plan is highly appreciated by its main customers. It involves:

❯ helping our customers to improve their competiveness (costs, weight, CO2);

❯ enhancing the added value offered by our products;

❯ maintaining a global presence in the three biggest car-making continents – America, Europe and Asia;

❯ focusing on innovation by being proactive with our customers, so as to preserve our market leadership.

Thanks to this strategy and its economic model, which has proved its effectiveness since several years, Le Bélier has everything

it needs to ensure its profitable development in the coming years.

In addition to pursuing further market share gains in its reference market, i.e. the automotive sector, Le Bélier aims to expand

in the Aerospace sector.

Tomorrow’s economic challengesProduce lighter components worldwide at a lower cost, for automotive and aerospace markets.

Le Bélier focuses on three, highly technical product families:

❯ braking systems

❯ engine boosting systems and

❯ chassis/structure.

Le Bélier is the undisputed world leader in the production of

aluminium foundry parts for braking systems (master cylinders

and callipers) with a market share estimated at more than 40%

worldwide. In this area, the Group is the only player with a presence

in the three main car-making continents, making it a preferred

provider in response to its customers’ globalisation aims.

The Group has also had a strong presence in engine boosting

systems since 1999 and is successfully pursuing its development

in chassis/structure parts.

92015 ANNUAL REPORT

2015 IN A NUTSHELLCUSTOMERS

CONTINENTAL TEVES

DELPHI

BOSCH

HONEYWELL GARRETT

MOBIS

BENTELER

TRW

KONGSBERGBORG

WARNER

ZF

MHI

VALEO

JTEKT

ELOY SA

YAMASHITA

VOLKSWAGEN

PSA

BMW

JAGUAR

DAIMLER

The Group’s main customers

COMPONENT SUPPLIERS

OEM

FTE

ADVICS

AKEBONO

MANDO

CBI

BOSCH MAHLECOOPER

STANDARD

RENAULT NISSAN

CustomersLe Bélier has forged strong relationships over the years with a

number of prestigious customers all over the world. The Group

makes a special effort to work with its customers upstream of

their projects in order to offer them unique parts that perfectly

meet their requirements, thereby further strengthening these very

close links and the unwavering mutual trust.

Le Bélier supplies most of its production to global component

suppliers (90% of revenue) and carmakers.

Via the various component suppliers, Le Bélier’s parts are

therefore automatically found in the vehicles produced by all

global carmakers.


2015 IN A NUTSHELLLE BÉLIER’S WORKFORCE

FRANCE

243

Foundry and Holding

SERBIA

602

HUNGARY

1,527

1,035 492

MEXICO

450

366 84

CHINA

784

Foundry Machining

Le Bélier’s workforce

A global presence

Le Bélier’s sustainability is founded on improving our profitab ility and satisfying our external customers and our employees.

Our ambitionOur ambition is to enable the men and women who make up Le

Bélier to find continuous motivation in carrying out the activities

for which they are responsible, to create an environment that

allows everyone’s talents to flourish and to offer realistic career

development prospects for all.

Our management is based on five values: responsibility, innovation,

communication, transparency and respect for safety and

environment.

Le Bélier has gradually built up its international presence since

1994 so as to be closer to its main customers from a geographical

perspective.

Today, Le Bélier is present on the three main car-making continents

via 10 production sites: France, Hungary (2 foundries and 1

machining plant) and Serbia in Europe; Mexico (1 foundry and

1 machining plant) in the Americas; China (3 foundries) in Asia.

Each site meets the quality standards demanded by the global

industry.

Total workforce at 31 December 2015: 3,606WORKFORCE BY COUNTRY AT 31 DECEMBER 2015 (INCLUDING TEMPORARY WORKERS)

112015 ANNUAL REPORT

2015 IN A NUTSHELLSTOCK MARKET

Stock market

❯ 28 January 20162015 consolidated revenue

❯ 24 March 20162015 consolidated results

❯ 28 April 20162016 1st quarter revenue

❯ 19 May 2016General Meeting of shareholders

❯ 28 July 20162016 1st half revenue

❯ 22 September 20162016 1st half results

❯ 27 October 20162016 3rd quarter revenue

❯ 26 January 20172016 consolidated revenue

Financial calendar 2016-2017

LE BÉLIER SHARE PRICE AND TRADING VOLUMES OVER 4 YEARS: JANUARY 2012- APRIL 2016

0

5

10

15

20

25

30

35

40

45

02/01/2012 02/01/2013 02/01/2014 02/01/2015 02/04/2016

Source : Nyse-Euronext

SHAREHOLDER’S STRUCTURE AT 31 DECEMBER 2015

0.5%FCPE

9.4%LE BÉLIER(Treasury shares)

0.2%GALLAND FAMILY

57.7%COPERNIC

(controlled byGALLAND Family)

32.2%PUBLIC

Share information

Listing market: Euronext Paris

Segment: since 1999 Compartment C and from January 2016, Compartment B

ISIN code: FR0000072399 – BELI

Reuters code: BELI.PA

Bloomberg code: BELI.FP

Index: CAC AllShares

Market maker: Gilbert Dupont

Financial communication advisor: Asset Com


Management report for

the year ended 31 December

2015 on the consolidated financial statements and parent company financial statements

MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 141. Consolidation scope 14

2. Consolidated companies 15

3. Group research and development 17

4. Social, environmental and corporate information 17

5. Events after the reporting period 17

6. Foreseeable changes and outlook 18

7. Main risks and uncertainties 18

8. Use of financial instruments 18

MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 19In respect of the ordinary general meeting 19

In respect of the Extraordinary General Meeting 31

1


MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2015

1MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015

LE BÉLIER

Limited liability company (French Société Anonyme) with a Board of Directors

With share capital of €10,004,822.40

Registered office: 33240 Vérac, France

Libourne Trade and Companies registry no. 393 629 779

MANAGEMENT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015

1. CONSOLIDATION SCOPE

1.1. Change in consolidation scopeNo changes.

1.2. List of consolidated companies

COMPANY (Business) Abbreviation Registered office

French company registration number

(SIRET) Control (%)Ownership

(%)

LE BÉLIER S.A.(Holding company)

FB VERAC (33), FRANCE 39362977900017 100.00% 100.00%

FONDERIES ET ATELIERS DU BÉLIER (Foundry for light alloys)

FAB VERAC (33), FRANCE 59615014400019 100.00% 100.00%

LE BÉLIER DALIAN(Foundry for light alloys)

LBD DALIAN, CHINA Foreign subsidiary 100.00% 100.00%

LE BÉLIER HONGRIE SA(Foundry for light alloys)

LBH AJKA, HUNGARY Foreign subsidiary 100.00% 100.00%

BSM HUNGARY MACHINING Ltd(Machining)

BSM SZOLNOK, HUNGARY Foreign subsidiary 100.00% 100.00%

LBQ FOUNDRY Sa de CV(Foundry for light alloys)

LBQ QUERETARO, MEXICO Foreign subsidiary 100.00% 100.00%

BQ MACHINING Sa de CV(Machining)

BQM QUERETARO, MEXICO Foreign subsidiary 100.00% 100.00%

LE BÉLIER KIKINDA(Foundry for light alloys)

LBK KIKINDA, SERBIA Foreign subsidiary 100.00% 100.00%

LBO(Equipment leasing)

LBO VERAC (33), FRANCE 40307761300012 100.00% 100.00%

HDPCI(Holding company)

HDPCI HONG KONG Foreign subsidiary 100.00% 100.00%

LE BÉLIER LUSHUN(Foundry for light alloys)

LBL LUSHUN, CHINA Foreign subsidiary 100.00% 100.00%

LE BÉLIER WUHAN(Foundry for light alloys)

LBW WUHAN, CHINA Foreign subsidiary 100.00% 100.00%

LE BÉLIER MOHACS(Foundry for light alloys)

LBM MOHACS, HUNGARY Foreign subsidiary 100.00% 100.00%

❯ Le Bélier is an active holding company, providing services on behalf of the Group.

❯ HDPCI, a wholly-owned subsidiary of Le Bélier, is the holding company of three companies: LBL, LBW and LBM.

❯ The other consolidated subsidiaries are involved in the fabrication of aluminium parts for components manufacturers and automotive

manufacturers, except for LBO, which leases equipment.



1


2. CONSOLIDATED COMPANIES

2.1. Highlights

LE BÉLIER (Holding company)The holding company’s activity featured strong technical services

support for the launch of chassis and braking products in

Hungary, a good year in commercial terms and monitoring of

the performance plan for the subsidiaries.

FAB (France)Automotive operations are well controlled. Significant progress

was made in terms of operations and investments for the transfer

and optimisation of the aviation function. In this latter field, we

note that the company’s reputation is growing.

LBH (Foundry, Hungary)For its traditional business, the subsidiary made further progress

in operational terms. The launch of new chassis products proved

to be highly complicated to implement and very expensive, thus

dampening the company’s economic performance during the

fourth quarter.

LBM (Foundry, Hungary)This subsidiary produced a still modest volume whilst also

exercising good control over its operations.

BSM (Machining, Hungary)The economic results remained healthy for the subsidiary and

operational progress was made during the second half of the year.

LBD (China)2015 was an excellent year for this subsidiary on many fronts:

safety, industrial (with a new, more effective organisation of manual

processes) and economic.

LBL (China)This year saw operational excellence from LBL, which is becoming

the Group’s benchmark, while at the same time posting a very

good year in economic terms.

LBW (China)Despite still limited tonnage, LBW recorded an excellent year.

LBQ (Foundry, Mexico) and BQM (Machining, Mexico)LBQ had a very good year in economic terms. Operational activity

increased.

BQM’s activity remained low, bordering on economic equilibrium,

but with good operational control.

LBK (Serbia)2015 proved to be a very complicated year for the Serbian

subsidiary, which was hit by two external phenomena: large-

scale loss of skills to the rest of Europe, due in particular to

Hungarian measures that saw Hungarian passports made available

to Serbs of Hungarian descent, and extreme temperatures during

the summer that significantly disrupted activity. Measures have

since been taken in order to avoid any effects of this kind in future.

2.2. Consolidated results

2.2.1. RevenueConsolidated revenue for the year ended 31 December 2015 came

to €318.5 million, up 23.1% compared with 2014. At constant

consolidation scope*, the increase reached 13.6% in 2015.

Adjusted for changes in aluminium prices, revenue growth came

to +11.9% in the last quarter and +17.9% for 2015 as a whole

(+11.9% and +8.4% respectively at constant scope).

* Note: the HDPCI group was added to the consolidation scope at the end of July 2014.

Revenue(in thousands of euros) 2015 2014 Change (in %)

Change (constant scope)

1st quarter 81,803 63,709 28.4% 11.9%

2nd quarter 81,774 61,395 33.2% 16.0%

3rd quarter 77,216 63,860 20.9% 15.5%

4th quarter 77,665 69,785 11.3% 11.2%

TOTAL 318,458 258,749 23.1% 13.6%

Revenue(in thousands of euros) 2015 2014 Change (in %)

Change (constant scope)

Foundries 270,660 213,234 26.9% 15.7%

Machining 32,254 31,656 1.9% 1.9%

Toolmaking 10,781 9,212 17.0% 12.3%

Other 4,763 4,647 2.5% -1.0%

TOTAL 318,458 258,749 23.1% 13.6%




In 2015, tonnage sold increased by 13.3% compared with 2014

to reach 64,000 tonnes, with strong growth in Asia (+27.8%) and

steady growth in both Europe (+9.6%) and North America (+6.5%).

The machining business was broadly unchanged (+1.9%)

compared with the same period in 2014 whilst the toolmaking

business increased (+17.0%), in keeping with the development

of new products during the period.

2.2.2. Income statement highlights

In thousands of euros 2015 2014 Change 2015/2014

Income from ordinary activities 319,643 259,793 23.0%

Current operating income 34,133 25,073 36.1%

Operating profit 33,509 24,086 39.1%

Total net income 23,480 16,771 40.0%

GROUP SHARE OF NET INCOME 23,480 16,771 40.0%

In a context of increased activity (+23.1% revenue growth), the

operating profit came to €33.5 million compared with €24.1 million

in 2014, up 39.1%.

Taking into account net financial expense of €1.9 million compared

with €2.2 million in 2014, income before tax came to €31.6 million

compared with €21.9 million in 2014.

After recognising a current tax charge of €8.5 million, mainly

concerning the Hungarian, Chinese and Serbian companies, and

deferred tax income of €0.3 million, total net income came to

€23.5 million in 2015, equivalent to 7.4% of production revenue,

compared with €16.8 million in 2014 (6.4%).

2.2.3 Number of employees available to Group companies at 31 December 2015

The Group had 3,606 staff available at 31 December 2015

(including temporary staff) compared with 2,944 one year earlier.

In 2015, the average number of employees was 3,553 compared

with 2,947 in 2014.

Note: the headcount stated above for 2014 is presented excluding

acquisition of the HDPCI group; the corresponding additional

headcount was 490 at 31 December 2014.

2.2.4. Financial structure and change in debtFree cash flow came to €40.1 million in 2015, representing

12.6% of revenue, compared with €29.1 million in 2014 (11.2%

of revenue).

The working capital requirement increased by €4.5 million during

the year.

Net investments made in 2015 totalled €19.2 million compared

with €50.5 million in 2014 and correspond to needs related to

the industrialisation of new products, and, in 2014, also to the

acquisition of the HDPCI group.

In 2015, the Group raised medium-term loans totalling €41 million

(€20.1 million in Hungary, €16.4 million in France and €4.5 million

in Mexico) and entered into new finance leases amounting to

€0.3 million, while at the same time repaying €24.1 million of

borrowings.

Via a liquidity contract and share buyback programme, the Group

purchased Le Bélier shares for an amount of €4.5 million. A

dividend of €3.0 million was distributed to shareholders out of

2014 earnings.

The Group had net cash of €60.8 million at the end of 2015

compared with €26.1 million at the previous year end.

Lastly, the Group’s net debt declined to €21.9 million at

31 December 2015 from €39.2 million one year earlier, representing

gearing of 0.2 on equity compared with 0.4 at end-2014.

2.2.5. Net property, plant and equipment by country

In thousands of euros 31/12/2015 31/12/2014 Change 2015/2014

France 8,339 9,689 -13.9%

China 13,742 12,919 6.4%

Hungary 51,426 42,649 20.6%

Mexico 12,758 13,342 -4.4%

Serbia 4,935 5,280 -6.5%

TOTAL 91,200 83,879 8.7%



1


2.2.6. InvestmentsThe following table provides a breakdown of investments, including finance leases but excluding financial assets and goodwill.

In thousands of euros 2015 2014

Intangible assets 1,305 1,359

Land, buildings and fixtures 1,088 1,481

Industrial equipment 12,872 15,536

Other non-current assets 715 595

Assets in progress and payments on account 4,914 8,622

TOTAL BY TYPE 20,894 27,593

France 1,986 1,595

Hungary 13,773 19,133

China 1,631 1,717

Mexico 2,397 3,906

Serbia 1,107 1,242

TOTAL BY COUNTRY 20,894 27,593

2.2.7. Transactions with related partiesThere were no transactions with related parties that had a material

impact on the Group’s financial position or performance during

2015.

The nature of the transactions entered into by Le Bélier with

related parties is explained in Note 4.5 to the consolidated financial

statements for the year ended 31 December 2015.

3. GROUP RESEARCH AND DEVELOPMENT

The Group has a continual focus on innovative work in order to

enhance the performance of its manufacturing processes. The

successful outcome of this work is made available to the new

products that the Group is required to develop and subsequently

put into production.

In 2015, research and development expenses recorded directly in

profit or loss amounted to €166 thousand, including €50 thousand

of staff costs, compared with €223 thousand and €139 thousand

respectively in 2014.

4. SOCIAL, ENVIRONMENTAL AND CORPORATE INFORMATION

This information is provided in the notes in the report on Corporate

Social Responsibility (CSR).

Ernst & Young et Associés, the independent external body

appointed for 2015 in accordance with the statutory and regulatory

provisions, will submit its report on this CSR information. This

report will remain appended to the CSR report.

Furthermore:

Information on the number of Group employees is presented in

point 2.2.3 of this report.

The amount of wages and salaries and social security charges

recognised in 2015 is disclosed in Note 3.1.3 to the Group’s

consolidated financial statements.

No changes were made to the number of working hours.

5. EVENTS AFTER THE REPORTING PERIOD

None.




6. FORESEEABLE CHANGES AND OUTLOOK

Barring a worsening of the effects of the Volkswagen crisis and the

expected slowdown in China, the Group should see its business

grow in 2016.

The industrial challenges are mainly linked to the start-up of

significant products in braking and chassis. During their first year,

these will have a negative impact on economic performances,

offset by the industrial progress plans implemented at all sites.

On the development front, opportunities for winning new business

will remain significant in 2016.

7. MAIN RISKS AND UNCERTAINTIES

7.1. Liquidity riskIn 2015, pursuing initiatives similar to those taken in 2014, financial

risk factors remain well managed by the Group.

The Group remains vigilant as far as business is concerned,

across all continents, which may be subject to various economic

and political events influencing the automotive sector, and stands

ready to implement effective flexibility initiatives.

However, apart from optimising its operating cash flows, the Group

must have the financial resources needed to finance its day-to-

day activity, the investments required for its major development

and its medium-term financing commitments.

Liquidity risk therefore continues to be monitored closely and

regularly.

During the period, the Group finalised the following funding

arrangements:

❯ €0.3 million of finance leases in Mexico;

❯ €41.0 million of medium-term loans (€20.1 million in Hungary,

€16.4 million in France and €4.5 million in Mexico).

Given the achievements of 2015 and the Group’s proven financial

strength, Le Bélier conducted a specific review of its liquidity risk

and concluded that it is in a position to meet its future maturities.

Outside France, certain loans and borrowings entered into in

Hungary (€24.8 million at 31 December 2015) include financial

covenant clauses that must be met and which are calculated

on the basis of the full-year consolidated financial statements:

❯ free cash flow (after investments) + gross cash > 0;

❯ net borrowings/EBITDA < 2.5;

❯ net borrowings/equity < 2.5.

At 31 December 2015, these covenants were met.

In France, one of the borrowings entered into (€1.9 million at

31 December 2015) includes a financial covenant clause that

must be met and which is calculated on the basis of the full-year

consolidated financial statements:

❯ net borrowings/EBITDA < 2.5.

At 31 December 2015, this covenant was met.

The Group expects to be in a position to meet its financial

obligations over the next 12 months.

7.2. Credit riskCredit risk on customers is managed by each operational line in

accordance with the credit risk management policies, procedures

and controls put in place by the Group.

We pay special attention to our customers in terms of settlement

risk and periods. For our major customers, in our opinion, their

size and global and strategic positioning helps reduce their

insolvency risk.

8. USE OF FINANCIAL INSTRUMENTS

The Group’s policy on interest-rate risk and currency risk is as

follows:

8.1. Interest-rate riskThe policy is to give preference to fixed-rate loans. If market

conditions prevent the application of this priority, the loan is indexed

to a variable Euribor or USD Libor rate.

Swaps allow the Group to borrow long term at variable rates and

to swap the interest rate on such borrowings, either on inception

or during the life of the borrowing, for a fixed interest rate.

Although not applicable during the period, the Group may also

make use of:

❯ several types of instruments to optimise its financial charges

and manage the split between fixed-rate and variable-rate

borrowings;

❯ caps, which, in exchange for payment of a premium, allow

the Group to set an upper limit on the cost of a borrowing

bearing a variable interest rate.

In 2015, the Group entered into a swap agreement, under which

it swapped a variable interest rate for a fixed interest rate on a

€10 million borrowing in France.



1

MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015

Note 4.7 to the consolidated financial statements provides notably:

❯ an interest-rate risk sensitivity analysis;

❯ a breakdown of debt between variable and fixed interest rates.

8.2. Currency risk ❯ Currency risk on borrowings: Group policy dictates that any

borrowings entered into by a Group company must be in that

entity’s functional currency;

❯ Risk on operating cash flows denominated in currencies other

than the functional currency: for purchases: in Hungary, hedging

in local currency of purchases made from local suppliers and

of staff costs; for sales: for the record, the billing currency of

both Hungary and Serbia is the euro.

Financial instruments likely to be used by the Group are managed

centrally, their purpose being to reduce exposure to currency

risk on future cash flows on its transactions and to the risk of

movements in interest rates on the cash flows on its borrowings.

They are not used for speculative purposes.

In 2015, the Group put in place hedging instruments on two

borrowings in Hungary denominated in US dollars at fixed rates

and swapped into euros at another fixed rate (cross currency

swap agreements).

Information relating to these instruments and a sensitivity analysis

are provided in Notes 4.2 and 4.7 to the consolidated financial

statements.

At both 31 December 2015 and 31 December 2014, no currency

hedging instruments pertaining to purchases or sales were in force.


IN RESPECT OF THE ORDINARY GENERAL MEETING

I – The company’s position and activity

The highlights for 2015 were as follows:

❯ The holding company’s activity featured strong technical

services support for the launch of chassis and braking products

in Hungary, a good year in commercial terms and monitoring

of the performance plan for the subsidiaries.

❯ Reversal of a provision for impairment of the securities of the

Mexican subsidiary LBQ at 31/12/2015 had a positive impact

on earnings amounting to €1,957 thousand.

❯ Support provided to the subsidiary Fonderies et Ateliers du

Bélier (FAB): Le Bélier once again provided support to its

subsidiaries, notably FAB, by waiving its right to bill and receive

rent on all property in 2015, this decision being taken at the

Board of Directors meeting of 24 March 2015 and being

renewable at the Board of Directors meeting that will approve

the financial statements for the year ended 31 December 2015.

II – Events after the reporting periodNone.

III – Parent company income statement highlights

In 2015:

❯ revenue: €22,785 thousand (€20,831 thousand in 2014);

❯ operating income: €25,089 thousand (€22,936 thousand in 2014);

❯ operating expenses: €22,519 thousand (€19,012 thousand

in 2014);

❯ operating profit: €2,570 thousand (€3,925 thousand in 2014);

❯ after taking into account net f inancial income of

€10,601 thousand (including €7,771 thousand of dividends

received from subsidiaries), income on ordinary activities before

tax came to €13,172 thousand (€10,335 thousand in 2014);

❯ non-recurring items: loss of €668 thousand (loss of

€459 thousand in 2014);

❯ taking into account all the above, the Company reported a

net profit of €12,769 thousand (€10,162 thousand in 2014).

In compliance with Article R.225-102, paragraph 2, a table of

earnings is appended to this report, along with a statement of

changes in shareholders’ equity as presented in the notes to the

parent company financial statements.

IV – Research and developmentThe Company has a continual focus on innovative work in order

to enhance the performance of its manufacturing processes. The

successful outcome of this work is made available to the new

products that the Group is required to develop and subsequently

put into production.

In 2015, research and development expenses recorded directly in

profit or loss amounted to €166 thousand, including €50 thousand

of staff costs, compared with €223 thousand and €139 thousand

respectively in 2014.



1MANAGEMENT REPORT ON THE PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015

V – Review of operations

Sales and earningsThe operating profit declined by €1,354 thousand (i.e. down

34.49%), while operating income increased by 9.39%, mainly

reflecting:

❯ a provision for the plan for the allocation of free shares

approved on 10 June 2014 that boosted operating expenses

by €1,052 thousand;

❯ a 6.42% increase in staff costs that was mainly due to the

strengthening of our technical structures and 2015 incentive

payments (+€132 thousand).

Net financial income improved further, with an increase

of €4,190 thousand compared with 2014, mainly due to

dividends received of €7,771 thousand in 2014 compared

with €6,272 thousand in 2014 and reversal of a provision for

€1,957 thousand for impairment of LBQ’s securities.

Net non-recurring income declined in 2015, representing a loss of

€668 thousand in 2015 compared with a loss of €459 thousand

in 2014 due to accelerated depreciation of €218 thousand.

The Company benefited from a research tax credit of

€388 thousand, bringing its net profit to €12,769 thousand

compared with €10,162 thousand in 2014, the bulk of this

movement stemming from the financial items described above.

Financial positionThe Company further strengthened its financial position.

It had a positive net cash position of €42 million at 31 December

2015 compared with €17 million at the end of 2014.

VI – Presentation of the parent company financial statements

The parent company financial statements for the year ended

31 December 2015 that we are submitting for your approval were

prepared in accordance with the presentation rules and valuation

methods prescribed by the prevailing regulations.

All details and explanations can be found in the notes to the

financial statements.

VII – Suppliers’ payment timesAt 31 December 2015, trade payables represented a credit balance

of €5,093 thousand compared with €2,360 thousand in 2014.

This balance consisted of:

❯ French external suppliers: €345 thousand in 2015

(€582 thousand in 2014);

❯ foreign external suppliers: €0 thousand in 2015 (€0 thousand

in 2014);

❯ Group suppliers: €204 thousand in 2015 (€173 thousand in

2014);

❯ suppliers’ invoices not yet received: €4,537 thousand in 2015

(€1,601 thousand in 2014).

With effect from 1 January 2009, the French law on the

modernisation of the economy (Loi de Modernisation de

l'Économie) introduced a cap on settlement periods, being 60 days

from the date on which the invoice is issued (or 45 days from the

month end). Law no. 2012-387 of 22 March 2012, the so-called

Warsmann II law, stipulates that, with effect from 1 January 2013,

unless specified otherwise, although the interest rate set cannot

be less than three times the statutory interest rate, the interest

rate for penalties due in the event of late payment applicable

during the first half of the year in question shall be the ECB

rate prevailing on 1 January of the year in question and, for the

second half, that prevailing on 1 July (French commercial code,

Article L. 441-6, I, paragraph 12).

Furthermore, with effect from this same date, in addition to late

payment penalties, any late payment gives rise to the payment to

the creditor of a fixed amount of compensation for recovery costs.

The amount of this compensation is set by decree no. 2012-1115

of 2 October 2012 at €40. It is payable automatically and without

any formalities by the business in a late payment situation.

At 31 December 2015, trade payables comprised:

❯ invoices not yet due amounting to €290 thousand

(€524 thousand in 2014) for which the settlement periods

complied with the law;

❯ invoices issued by third parties and outstanding for less than

30 days amounting to €89 thousand (€120 thousand in 2014);

❯ invoices issued by subsidiaries and outstanding for less

than 30 days amounting to €19 thousand (€21 thousand in

2014), and outstanding for more than 30 days amounting to

€137 thousand (€57 thousand in 2014);

❯ the balance corresponds to invoices in dispute.

Year endedTrade payables

(in €)Payment

within 30 daysPayment in more

than 30 daysPayment in more

than 60 days

31/12/2015 €547,382 €108,305 €38,524 €110,270

31/12/2014 €754,826 €141,608 €33,274 €55,294



1


VIII – Subsidiaries and associatesThe list of subsidiaries and associates is provided in the notes.

Key comments on the subsidiaries’ activity are set out in the

presentation of consolidated companies provided in the first

section of this report.

IX – Appropriation of incomeWe propose to allocate the net profit for the year of €12,768,756.96

plus retained earnings brought forward as follows:

Source:

❯ retained earnings brought forward: €40,073,242.15

❯ net profit for the year: €12,768,756.96

Distributable amount: €52,841,999.11

Appropriation:

❯ as dividends: €5,265,696.00 (6.582.120 actions)

❯ minimum retained earnings after appropriation: €47,576,303.11

You are reminded that, for natural persons domiciled in France,

the dividend is subject to income tax on a progressive scale and

is eligible for the 40% relief stipulated in Article 158-3-2 of the

French General Tax Code. Prior to distribution, unless waived, the

dividend is subject to a compulsory levy of 21% as stipulated in

Article 117 quater of the French General Tax Code, as payment

on account of income tax. In all cases, the dividend shall be

paid after deducting social security levies and the general social

contribution.

The dividend will be paid on 9 June 2016. In the event that,

at the time of payment, the Company holds any of its own

shares, the earnings corresponding to the dividends not paid

out as a result of these shares shall be allocated to retained

earnings.

Reminder of dividends paidIn compliance with the provisions of Article 243 bis of the French

General Tax Code, we remind you that the Company distributed

the following dividends in the last three years:

In respect of the financial year Revenue eligible for tax allowanceRevenue not eligible for tax allowance

Dividends Other revenue distributed

2012 €948,572.96

i.e. €0.16 per share entitled

to receive a dividend

- -

2013 €2,101,069.44

i.e. €0.34 per share entitled to

receive a dividend

- -

2014 €3,021,619.00

i.e. €0.50 per share entitled to

receive a dividend

- -

X – Expenses disallowed for tax purposesIn compliance with the provisions of Article 223 quater and 223

quinquies of the French General Tax Code, we bring to your

attention the fact that the accounts for the year under review

include €143,802.40 of expenses that cannot be deducted for

tax purposes.

However, the Company was not liable for any tax on said expenses

and charges.




XI – Corporate officers

List of corporate officersIn compliance with the provisions of Article L.225-102-1, paragraph 4, of the French Commercial Code, we hereby provide a list of all

appointments and functions exercised by each of the Company’s corporate officers in other companies.

Name Company Office

Philippe GALLAND Group

LE BÉLIER Chairman of the Board of Directors

LBO SARL Manager

Non-Group

LE BÉLIER PARTICIPATIONS SAS Chairman

GALLAND SAS Le Bélier Participations’ representative

in his capacity as Chairman

GALILÉE SAS Le Bélier Participations’ representative


COPERNIC SAS Le Bélier Participations’ representative


Société Civile de Choisy le Roi Manager

Machinassou Sarl Manager

SCI du Faubourg Manager

Offices held previously

LBQ Foundry SA de CV Chairman of the Board of Directors

BQ Machining SA de CV Chairman of the Board of Directors

Le Bélier Hongrie Chairman of the Supervisory Board

Le Bélier Dalian Le Bélier’s representative in his capacity

as Chairman of the Board of Directors

BV Hungary Machining Chairman of the Supervisory Board

Le Bélier Kikinda d.o.o Le Bélier’s representative in his capacity

as Chairman of the Supervisory Board

Philippe DIZIER Group

Le Bélier Chief Executive Officer, Board Member

Fonderies et Ateliers du Bélier Chairman of the Board of Directors

Le Bélier Hongrie Chairman of the Supervisory Board

BV Hungary Machining Member of the Supervisory Board

Le Bélier Mohács Member of the Supervisory Board

Le Bélier Kikinda d.o.o Board Member

LBQ Foundry SA de CV Board Member

BQ Machining SA de CV Board Member

HDPCI Limited Chief Executive Officer, Board Member

Le Bélier Dalian Chairman of the Board of Directors

Le Bélier Wuhan Chairman of the Board of Directors

Le Bélier Lv Shun Chairman of the Board of Directors

Non-Group

Galilée SAS Chief Executive Officer, Member of

the Administration Committee

Copernic SAS Chief Executive Officer, Member of


TPFF Manager



1


Name Company Office

Thierry RIVEZ Group

Le Bélier Chief Operating Officer,

Copernic’s permanent representative,

Board Member

Fonderies et Ateliers du Bélier Board Member

LBQ Foundry SA de CV Board Member

BQ Machining SA de CV Board Member

BV Hungary Machining Chairman of the Supervisory Board

Le Bélier Hongrie Member of the Supervisory Board

Le Bélier Mohács Chairman of the Supervisory Board

Le Bélier Kikinda d.o.o Chairman of the Board of Directors

HDPCI Limited Chief Operating Officer, Board Member

Le Bélier Dalian Board Member

Le Bélier Wuhan Board Member

Le Bélier Lv Shun Board Member

Non-Group

Galilée SAS Chief Operating Officer, Member of


Copernic SAS Chief Operating Officer, Galilée’s permanent

representative,

Member of the Administration Committee

K Management Manager

COPERNIC SAS Group

LE BÉLIER Board Member

LE BÉLIER PARTICIPATIONS SAS

Group

Le Bélier Board Member

Non-Group

Galland SAS Chairman

Denis GALLAND Group

Le Bélier Le Bélier Participations’ permanent representative,

Board Member

Non-Group

Le Bélier Participations SAS Chief Executive Officer, Board Member

Galilée SAS Member of the Administration Committee

Copernic SAS Member of the Administration Committee

Noèle GALLAND Group


Non-Group

Galilée SAS Member of the Administration Committee

Copernic SAS Member of the Administration Committee

SCEA du Château de Brague Manager

Christian LOSIK Group


Dominique DRUON Group


Non-Group

Aliath Chairwoman

Groupe April Board Member and Member of the Strategic

Committee and of the Sustainable Development

Committee




Corporate officers’ compensation I GROSS COMPENSATION AND BENEFITS-IN-KIND PAID IN 2015 (IN €)

Name Corporate appointmentEmployment

contractBenefits-in-

kind(1)

Attendance fees, etc.(2) Total

Fixed compensation

Exceptional compensation

P. GALLAND

LB (1/1/15 – 31/12/15) 275,342 - 2,526 15,000 292,868

P. DIZIER

LB (1/1/15 – 31/12/15) 305,999 120,000 Suspended 2,496 120,000 548,494

T. RIVEZ

LB (1/1/15 – 31/12/15) 255,782 100,000 2,279 100,000 458,060

Sub-total: director corporate officers 837,122 220,000 - 7,301 235,000 1,299,423COPERNIC represented by T. RIVEZ

LB (1/1/15 – 31/12/15) 105,000 105,000

LE BÉLIER PARTICIPATIONS

represented by D. GALLAND

LB (1/1/15 – 31/12/15) 50,000 50,000

Sub-total: non-director corporate officers (legal entities) - - - - 155,000 155,000N. GALLAND

LB (1/1/15 – 31/12/15) 15,000 15,000

C. LOSIK

LB (1/1/15 – 31/12/15) 15,000 15,000

Sub-total: non-director corporate officers (natural persons) - - - - 30,000 30,000TOTAL 837,122 220,000 - 7,301 420,000 1,484,423

(1) Company car.

(2) Including €200 thousand paid by the Company and €220 thousand paid by companies under its control.

Total compensation and benefits-in-kind paid by the Company

during the year under review to all corporate officers amounted

to €1,064 thousand.

At its meeting of 23 May 2013, the Board of Directors noted the

fact that 100% of the stock purchase options awarded to Messrs

Philippe Dizier and Thierry Rivez could be exercised by them with

effect from 28 June 2013 during the exercise period set by the

regulations governing the stock purchase option plan and that

100% of the free shares become vested by Messrs Philippe Dizier

and Thierry Rivez with effect from 28 June 2013.

Stock purchase options Free shares

Philippe Dizier 114,104 76,069

Thierry Rivez 95,086 63,391

At its meetings of 22 May and 11 June 2014, pursuant to the

authorisation granted by the Combined Ordinary and Extraordinary

General Meeting of 22 May 2014, the Board of Directors decided

to grant Messrs Philippe Dizier and Thierry Rivez free shares in

the Company, whose definitive allocation is subject to the Group’s

internal performance conditions, i.e.:

Free shares

Philippe Dizier 21,648

Thierry Rivez 18,040

In accordance with the provisions of Articles L.225-185 and

L.225-197-1 II of the French Commercial Code, it was decided

at various Board of Directors meetings that the corporate officers

must retain, in registered form until such time as they cease to fulfil

their functions, 15% of the free shares actions granted to them.

You are reminded that the Chairman, Chief Executive Officer and

Chief Operating Officer benefit from the same supplementary

collective coverage in respect of pension, provident fund and

healthcare expenses as the Company’s senior executives.

Furthermore, the Chief Executive Officer and the Chief Operating

Officer benefit from an unemployment insurance policy for which

the Company bears the cost, being €34 thousand in 2015.

The Company has no other commitments in respect of the

corporate officers.

However, on the date on which his duties as Chief Executive are

terminated, the effects of the contract under which Mr Philippe

Dizier is employed as Director of Operations will be automatically

reinstated.



1


Terms of office of the directorsWe hereby inform you that the term of office of the following

director has expired:

❯ Mr Christian Losik.

We propose that you renew this director in his functions for a

further period of six years, i.e. until the end of the meeting held in

2022 to approve the financial statements for the year just ended.

Mr Christian Losik indicated in advance that he would accept

renewal of his functions and was not affected by any measure

or incapacity likely to prohibit him from exercising said functions.

XII – Foreseeable changes and outlook

Barring a worsening of the effects of the Volkswagen crisis and the

expected slowdown in China, the Group should see its business

grow in 2016.

The industrial challenges are mainly linked to the start-up of

significant products in braking and chassis. During their first year,

these will have a negative impact on economic performances,

offset by the industrial progress plans implemented at all sites.

On the development front, opportunities for winning new business

will remain significant in 2016.

XIII – Use of financial instrumentsIn 2015, the Company implemented a new hedging instrument

for interest-rate risk on its borrowing of €10,000 thousand. Le

Bélier thus reduces its exposure by using a variable-to-fixed

interest rate swap.

XIV – Holdings of selected shareholders

In compliance with the provisions of Article L.233-13 of the French

Commercial Code, and taking into account the information and

notifications received pursuant to Articles L.233-7 and L.233-12 of

said Code, we provide below information on the identity of those

shareholders holding more than one twentieth, one tenth, three

twentieths, one fifth, one quarter, one third, one half, two thirds,

eighteen twentieths or nineteen twentieths of the Company’s

share capital or voting rights.

We remind you that on 9 October 2013, Galilée, a company that

is 99.99%-owned by Le Bélier Participations, purchased FCDE’s

stake in the share capital of Copernic.

This operation had no impact on control of the Le Bélier group,

which is still exercised by the Galland family group: the AMF was

informed accordingly by letters received on 6 December 2013

and 19 February 2014.

As a result of this operation, the Galland family group did not

breach any shareholding thresholds and reported that, on

9 October 2013, it held directly and indirectly via the simplified

limited liability companies Le Bélier Participations and Copernic

that it controls, 3,809,527 Le Bélier shares, representing the same

number of voting rights, i.e. 57.88% of the Company’s share

capital and voting rights (based on share capital consisting of

6,582,120 shares representing the same number of voting rights

pursuant to the second paragraph of Article 223-11 of the AMF’s

General Regulations).

The abovementioned operations gave rise to an AMF notice

no. 214C0375 dated 11 March 2014.

Amiral Gestion, a company acting on behalf of funds that it

manages, reported that, on 13 April 2015, its holdings fell below

the 5% thresholds in respect of the Company’s share capital and

voting rights and that it held, on behalf of said funds, 325.396 Le

Bélier shares representing the same number of voting rights, i.e.

4.94% of the Company’s share capital and voting rights.

This threshold breach stemmed from a sale of the Company’s

shares on the market.

Amiral Gestion reported that on 21 April 2015, it held 314,365

shares in the Company, representing the same number of voting

rights, i.e. 4.78% of the Company’s share capital and voting rights.

This operation gave rise to an AMF notice no. 215C0485 dated

21 April 2015.

Impact of Florange lawYou are reminded that on 3 April 2016, in compliance with the

provisions of Article L.225-123, paragraph 3, of the French

Commercial Code modified by the Florange law no. 2014-384

of 29 March 2014, double voting rights are granted to all fully

paid-up shares that have been registered for more than two years

in the name of the same shareholder.

In compliance with the provisions of Articles L.233-8, R.233-2

and A.233-1 of the French Commercial Code, the Company shall

inform its shareholders by means of a notice in a legal notice

publication of the new total number of voting rights arising from

application of the aforementioned Article L.225-123 of the French

Commercial Code.




XV – Summary of transactions covered by ArticleL. 621-18-2 of the French Monetary and Financial Code

The Company had knowledge of transactions that took place during the year ended 31 December 2015 and that were covered by

Article L.621-18-2 of the French Monetary and Financial Code, namely:

Mr Philippe Dizier, Chief Executive Officer, acquired shares in the Company as follows:

AMF declaration and advice Amount Price/share

AMF document no. 2014DD344401 published on 2 January 2015 €1,150 €23





AMF document no. 2015DD346549 published on 15 January 2015 €1,155.50 €23.11

AMF document no. 2015DD353030 published on 17 February 2015 €1,400 €28

Declaration and advice AMF document no. 2015DD354018

published on 22 February 2015 €1,390 €27.80

AMF document no. 2015DD354597 published on 27 February 2015 €1,400 €28

AMF document no. 2015DD358147 published on 19 March 2015 €1,375 €27.50

AMF document no. 2015DD387186 published on 2 September 2015 €1,425 €28.50

AMF document no. 2015DD387187 published on 2 September 2015 €1,400 €28

AMF document no. 2015DD387188 published on 2 September 2015 Transaction 1: €1,275

Transaction 2: €1,300

Transaction 3: €1,346.50

Unit price 1: €25.50

Unit price 2: €26


K Management, a company linked to Mr Thierry Rivez, Chief Operating Officer, acquired shares in the Company as follows:

AMF document no. 2015DD377464 published on 4 July 2015 Transaction 1: €5,360.99




AMF document no. 2015DD379393 published on 15 July 2015 €7,789.20 €29.6167

AMF document no. 2015DD389439 published on 15 September 2015 €2,205.99 €29.0262


AMF document no. 2015DD389441 published on 15 September 2015 Transaction 1: €14,303.27

















XVI – Social and environmental consequences of the business

In compliance with the provisions of Article L.225-102-1,

paragraph 5, of the French Commercial Code, we provide

below information on the consideration given to the social and

environmental consequences of our business and on its social

commitments to promote sustainable development and favour

the fight against discrimination and the promotion of diversity:

This information is provided in the notes in the report on Corporate

Social Responsibility (CSR).

As indicated in point 4 of the management report on the consolidated

financial statements above, the report of the independent external

body on the consolidated social, environmental and corporate

information will remain appended to the CSR report.

XVII – Prevention of technological risks

In compliance with the provisions of Article L.225-102-2 of the

French Commercial Code, we provide below information on the

risk prevention policy in respect of technological incidents, the

Company’s civil liability coverage and the means employed to

manage compensation of victims in the event of technological

incidents:

Given that it is a holding company, the Company has no specific

information to report in this regard.

XVIII – Main risks and uncertaintiesThe main risks and uncertainties are described in point 7 of the

first section of this report.



1


XIX – Employee information I NUMBER OF EMPLOYEES

2015 2014 2013 2012

Executives 83 79 77 72

Non-executives 33 33 32 33

TOTAL 116 112 109 105

The figures shown above correspond to the number of employees

at the year end.

The average age of employees is 42 years and the average length

of service is nine years.

XX – Acquisition of participating and controlling interests

None.

XXI – Cross-shareholdingsIn 2015, our Company did not hold any cross-shareholdings

within the meaning of Articles L.233-29 and R.233-19 of the

French Commercial Code.

XXII – Treasury shares and stock options

Number of treasury shares held: 618,748.

Stock options: none.

The Company has not implemented any new stock subscription

option plans since expiry of the previous plans on 30 June 2005.

XXIII – Adjustments in the event of issuance of securities giving access to the share capital

None.

XXIV – Employee share ownershipIn compliance with the provisions of Article L.225-102 of the

French Commercial Code, information is hereby provided on the

proportion of Company shares held by employees on the last day

of the financial year, i.e. 31 December 2015: 0.47%.

XXV – Stock options and allocation of free shares

Stock purchase option plan dated 28 June 2011The Board of Directors meeting of 23 May 2013 noted that the

performance conditions set by the stock purchase option plan,

put in place by the Board on 28 June 2011 pursuant to the


General Meeting of shareholders of 24 May 2011, had been met

in full. Consequently, these options may be exercised by the

beneficiaries present, with effect from 28 June 2013, under the

conditions stipulated by the plan regulations.

I STOCK PURCHASE OPTIONS GRANTED TO EMPLOYEES AND/OR MANAGING CORPORATE OFFICERS: POSITION AT 31 DECEMBER 2015

Date of EGM authorisation

Date of Board of Directors meeting

Total number

of options granted

of which, to corporate

officers

of which, to top 10

employees

Total number of

beneficiaries

Option exercise

start dateOption expiry

date

Subscription price(in €)

24/05/2011 28/06/2011 365,308 209,190 93,138 13 28/06/2013 28/06/2017 7.83

At 31 December 2015, 62,531 options had been exercised.




Plan for the allocation of free shares dated 11 June 2014In 2014, the Company put in place:

❯ a plan for the allocation of free shares covering 131,642

Company shares, representing 2% of the Company’s share

capital (the overall cap being set by the General Meeting of

22 May 2014 at 4% of the share capital and the sub-cap

attributable to corporate officers at 35% of this cap).

I PERFORMANCE SHARES ALLOCATED TO EMPLOYEES AND/OR MANAGING CORPORATE OFFICERS: POSITION AT 31 DECEMBER 2015

Date of EGM authorisation

Date of Board of Directors meeting

Total number

of shares granted

of which, to corporate

officers

of which, to top 10

employees

Total number of

beneficiaries Vesting date

Date of end of retention

periodPerformance

conditions

22/05/2014 11/06/2014 123,617 39,688 43,426 112 11/06/2016 11/06/2018 Economic value

(basis: EBITDA,

net borrowings) or

change in share

price

In accordance with the provisions of Article L.225-197-4 of the

French Commercial Code, in its special report the Board of

Directors provides information on the operations carried out by

virtue of the provisions of Articles L.225-197-1 to L.225-197-3

of the French Commercial Code.

XXVI – Holdings of own shares in connection with the share buyback programme

In accordance with the provisions of Article L.225-211,

paragraph 2, of the French Commercial Code, information is

provided below on purchases and sales of own shares during

the year ended 31 December 2015:

❯ In connection with the stock purchase option plan and plan

for the allocation of free shares:

■ Number of shares purchased: 617,565

■ Number of shares sold: 0

■ Average purchase price: €29.55

■ Average sale price: €0

■ Number of shares registered in the Company’s name at the

year end: 617,565

■ Purchase cost: €10,308 thousand

■ Nominal value: €1.52

■ Reason for acquisitions: plan for the allocation of free shares

and stock purchase option plan

■ Shares held as a percentage of the total share capital: 9.38%

❯ In connection with the liquidity contract:

■ Number of shares registered in the Company’s name at

the year end: 1.183

■ Value at the closing price: €37 thousand

■ Nominal value: €1.52

■ Reason for acquisitions: regulation of the share price

■ Shares held as a percentage of the total share capital:

0.017%

XXVII – Share buyback programmeWe remind you that the Combined Ordinary and Extraordinary

General Meeting of 21 May 2015 authorised the Board of Directors

to repurchase up to 10% of the Company’s share capital.

This programme is governed by the provisions of Article L.225-209

of the French Commercial Code and also by European Regulation

no. 2273/2003 of 22 December 2003 in application of the Market

Abuse Directive that came into force on 13 October 2004.

The Company made partial use of this authorisation during the

year ended 31 December 2015 and wishes to make further share

buybacks.

We will thus propose that you renew the authorisation enabling

the Board of Directors to acquire the Company’s shares, in

accordance with the provisions of the French Commercial Code

as stated above.

Own shares held by the Company would be applied in decreasing

order of priority for the following purposes:

❯ to regulate the share price by means of a liquidity contract

with an investment services provider in compliance with the

code of ethics of the French Association of Investment Firms

(AFEI), recognised by the French securities regulator (AMF);

❯ to cover stock purchase option plans for the Group’s employees

and corporate officers, and sell or allocate shares to employees

in accordance with prevailing legislation;

❯ to acquire shares with a view to later using them in exchange

for or as payment for acquisitions;

❯ to cover securities giving entitlement to the allocation of

Company shares.

The Company intends to cancel any shares that it may eventually

own.

This authorisation would allow the Company to repurchase its

own shares:

❯ over a period of 18 months from the date of the General

Meeting, i.e. until 18 November 2017;



1


❯ representing a maximum of 10% of the Company’s share

capital as it stood on the date of the Ordinary General Meeting

of 19 May 2016, it being specified that this limit applies to

the amount of the Company’s share capital adjusted, where

applicable, to take into account operations affecting the share

capital subsequent to this General Meeting;

❯ at a maximum price of €45 per share;

❯ maximum proportion of the share capital acquired in the form

of blocks of shares: nil.

As part of its overall financial management, the Company reserves

the right to use some of its available cash to finance share buybacks

and to resort to short- or medium-term borrowings to finance

any additional needs in excess of funding from own resources.

The share buyback programme will not have a material financial

impact on earnings per share or shareholders’ equity per share.

All additional information is provided in the reference document

prepared by the Company. This document is available to the

general public on request and may be consulted on-line on the

Company’s website and the AMF’s website.

XXVIII – Company features that may be relevant in the event of a takeover bid (Article L.225-100-3 of the French Commercial Code)

In compliance with Article L.225-100-3 of the French Commercial

Code, we must disclose and, where applicable, explain, certain

facts that may be relevant in the event of a takeover bid.

The objective of this measure is to ensure the transparency of

any information that may influence the conduct of a takeover bid.

Consequently, and in compliance with Article L.225-100-3 of

the French Commercial Code, the information required by this

Article is provided below.

1. Shareholder structure

Shareholder

31/12/2015 31/12/2014 31/12/2013

Number of shares

% of share

capital

Number of voting

rights

% of voting rights

Number of shares

% of share

capital

Number of voting

rights

% of voting rights

Number of shares

% of share

capital

Number of voting

rights

% of voting rights

Copernic SAS 3,796,771 57.68% 3,796,771 62.55% 3,796,771 57.68% 3,796,771 62.55% 3,796,771 57.68% 3,796,771 61.45%

Galland family 12,761 0.19% 12,761 0.21% 12,761 0.19% 12,761 0.21% 12,756 0.19% 12,756 0.21%

Total Galland family 3,809,532 57.88% 3,809,532 62.76% 3,809,532 57.88% 3,809,532 62.76% 3,809,527 57.88% 3,809,527 61.66%

Le Bélier

(treasury shares) 618,748 9.40% 0 0.00% 512,556 7.79% 0 0.00% 403,677 6.13% 0 0.00%

Employee savings

fund 31,060 0.47% 31,820 0.52% 31,820 0.48% 31,820 0.52% 35,050 0.53% 35,050 0.57%

Public(*) 2,122,780 32.25% 2,228,212 36.71% 2,228,212 33.85% 2,228,212 36.71% 2,333,866 35.46% 2,333,866 37.77%

TOTAL 6,582,120 100.00% 6,069,564 100.00% 6,582,120 100.00% 6,069,564 100.00% 6,582,120 100.00% 6,178,443 100.00%

(*) Amiral Gestion, a simplifi ed joint stock company acting on behalf of funds that it manages, reported that, on 13 April 2015, its holdings fell below the 5%

thresholds in respect of the Company’s share capital and voting rights. This company stated that, on 21 April 2015, it held 314,365 Company shares representing

the same number of voting rights, i.e. 4.78% of the Company’s share capital and voting rights. The AMF acknowledged this information in its decision 215C0485

of 21 April 2015.

2. Statutory restrictions on the exercise of voting rights and share

transfers and clauses in conventions brought to the Company’s

attention pursuant to Article L.233-11:

Under the terms of an agreement entered into on 9 October

2013 between the managers of the Le Bélier group, Messrs

Philippe Dizier and Thierry Rivez benefit from a pre-emptive

right, in the event of a sale by the other managers that are

party to said agreement of the Le Bélier free shares or stock

purchase options allocated to them on 28 June 2011.

Furthermore, under the terms of the same agreement, Messrs

Philippe Dizier and Thierry Rivez benefit from a commitment

to sell on the part of the other managers, in the event that the

latter leave the Le Bélier group. In connection with the exercise

of this commitment, Messrs Philippe Dizier and Thierry Rivez

may be substituted by other managers of the Le Bélier group.

3. Direct and indirect holdings in the Company’s shares of

which the Company is aware by virtue of Articles L.233-7

and L.233-12 (significant holdings and treasury shares): see

section XIV: “Holdings of selected shareholders”.

4. List of shareholders of any shares bearing special control

rights and description thereof: not applicable.

5. The control mechanisms provided for in any employee share

ownership scheme, when the control rights are not exercised

by these employees: see section XXIV entitled “Employee

share ownership”.

6. Shareholder agreements of which the Company is aware and

which may result in restrictions on share transfers and the

exercise of voting rights:

❯ On 13 December 2003, the shareholders belonging to

the Galland group signed a Collective Undertaking for the

Conservation of Shareholdings (engagement collectif de

conservation d’actions).




❯ On 29 October 2004, the shareholders belonging to the

Galland group signed a rider to the Collective Undertaking

for the Conservation of Shareholdings of 13 December 2003

in an effort to harmonise the policy for family shareholdings

in Le Bélier.

In particular, this rider provides for [free translation from the

original French text]:

■ a preferential right granted to Mr Philippe Galland by the

shareholders belonging to the Galland group in the event

of a transfer of shares, even between shareholders;

■ a joint and proportional right of sale granted by the

shareholders to Mr Philippe Galland in the event of a transfer

of shares;

■ an undertaking on share ownership, the intention being

that all shareholders combined hold shares representing

at least 20% of the share capital and voting rights of Le

Bélier, notably so that they may benefit from the provisions

of Article 885 I bis of the French General Tax Code;

■ a commitment to attend the Company’s meetings and

to vote on all collective decisions taken by the Company

in accordance with the wishes indicated beforehand by

Mr Philippe Galland, in order to preserve a united front with

regard to the strategy for managing Le Bélier and so as to

protect its corporate interest.

❯ On 28 December 2009, the shareholders belonging to the

Galland group signed a rider to the Collective Undertaking for

the Conservation of Shareholdings of 13 December 2003. In

particular, this rider provides for the extension of its term until

31 December 2010 and its tacit renewal for one-year periods

with effect from this date.

❯ On 9 October 2013, the managers of the Le Bélier group

entered into an agreement conferring on Messrs Philippe Dizier

and Thierry Rivez various rights relating to the Le Bélier shares

referred to in point 2 above.

7. Rules governing the appointment and replacement of Members

of the Board of Directors and amendment of the Company’s

Memorandum and Articles of Association [free translation from

the original French text]:

ARTICLE 12 – Board of Directors

1 – Barring any statutory dispensations, the Company is

administered by a Board of Directors comprised of at least

three but no more than eighteen Members.

2 – During the Company’s life, the Directors are appointed or

re-elected by the Ordinary General Meeting. However, in the

event of a merger, they may be appointed by the Extraordinary

General Meeting ruling on the operation.

3 – Each Board Member must own, for his entire term of office,

at least one share in the Company.

4 – The Board Members are appointed for a period of six years.

These functions come to an end at the close of the Ordinary

General Meeting called to approve the financial statements

for the year just ended and held during the year in which the

term of office of the Board Member concerned expires.

Board Members are eligible for re-election. Their appointment

may be revoked at any time by the Ordinary General Meeting.

5 – No person can be appointed as a Board Member if, being

more than 75 years of age, his appointment would result in

more than one third of the Board Members exceeding this

age. If this proportion is breached, the oldest Board Member

is automatically deemed to resign at the close of the Ordinary

General Meeting called to approve the financial statements

for the year in which the breach occurs.

6 – Board Members may be natural persons or legal entities.

Board Members who are legal entities must, when appointed,

designate a permanent representative who is subject to the

same conditions and obligations and who bears the same

responsibilities as if he was a Board Member in his own name,

all this without prejudice to the joint responsibility of the legal

entity that he represents.

When a legal entity Board Member terminates the appointment

of its permanent representative, this entity must immediately

notify the Company, by registered post, of its decision along

with the identity of its new permanent representative. Likewise

in the event of the death or resignation of the permanent

representative.

7 – In the event that one or more Board seats becomes vacant

due to death or resignation, the Board of Directors may,

between two General Meetings, make temporary appointments

in order to make up the required Board complement. These

appointments must be made within three months of the

vacancy arising when the number of Board Members falls

below the minimum stated in the Company’s Articles but is

not less than the legal minimum.

Any temporary appointments thus made by the Board are

subject to ratification by the next Ordinary General Meeting.

Even when not ratified, however, all deliberations and actions

taken remain valid.

When the number of Board Members falls below the legal

minimum, the remaining Board Members must immediately

convene an Ordinary Meeting with a view to making up the

required Board complement.

The Member appointed to replace another Member remains in

office only for the remainder of his predecessor’s term of office.

8 – Board Members who are natural persons cannot sit at the

same time on more than five boards of directors or supervisory

boards of limited liability companies whose head offices are

located in metropolitan France, other than the exceptions

provided for by the law.

9 – A Company employee can be appointed as a Board Member

only if his contract corresponds to effective employment. He

does not lose the benefit of this employment contract. The

number of Board Members linked to the Company by an

employment contract cannot exceed one third of the Board

Members in office.

8. Powers of the Board of Directors, particularly the issue and

redemption of shares: see section XXVII above entitled “Share

buyback programme”.

9. Agreements concluded by the Company that are modified

or terminated in the event of a change of control over the

Company, except when this disclosure, other than in the case

of a legal obligation of disclosure, would seriously undermine

its interests: not applicable.



1


10. Agreements providing for compensation to be paid to the

Members of the Board of Directors or Executive Board or

employees in the event that they resign or are made redundant

without due cause or if their employment is terminated as a

result of a takeover. Four individuals are concerned for a total

of €727,006. This amount notably concerns Mr Philippe Dizier,

whose employment contract has been suspended.

XXIX – Statutory auditWe will now read the statutory auditors’ general report and their

special report on the agreements covered by Articles L.225-38

et seq. of the French Commercial Code.

We will submit for your approval the regulated agreements and

commitments approved by the Board of Directors during the year

ended 31 December 2015.

The statutory auditors’ report also mentions the agreements and

commitments approved by the General Meeting during prior years

and whose execution continued in 2015.

XXX – Attendance feesLastly, you are required to approve the attendance fees allocated

to the Board of Directors for 2015.

We propose that you allocate the sum of €215,000 to the Members

of the Board.

We hereby inform you that, as per the Appointments and

Compensation Committee’s proposal, the Board’s policy in respect

of the split of attendance fees takes into account Members’ high

attendance rate at Board meetings as well as the duties and

responsibilities that are incumbent upon them, although without

containing a variable portion, as recommended by point 21.1 of

the AFEP-MEDEF Code.

XXXI – Opinion on components of the compensation due or allocated in respect of the year ended 31 december 2015 to each of the company’s director corporate officers

In accordance with the recommendations of the AFEP-MEDEF

Code, as revised on 12 November 2015 (Article 24.3), a code

to which the Company refers pursuant to Article L.225-37 of

the French Commercial Code, the 7th to 9th resolutions aim to

submit to the opinion of the General Meeting the components of

the compensation due or allocated in respect of the year ended

31 December 2015 to each director corporate officer: Mr Philippe

Galland, Chairman of the Board of Directors, Mr Philippe Dizier,

Chief Executive Officer, and Mr Thierry Rivez, Chief Operating

Officer.

All these components are explained in detail in point XI of this

report.

XXXII – Agreements entered into during the year ended 31 december 2015 between the Chief Executive Officer, the Chief Operating Officer, one of the Board members or one of the shareholders holding more than 10% of the voting rights, and companies of which the Company owns, directly or indirectly, more than half of the share capital

None.

IN RESPECT OF THE EXTRAORDINARY GENERAL MEETING

XXXIII – Authorisation to be given to the Board of Directors for the purpose of reducing the share capital by cancelling shares acquired in connection with article L.225-209 of the French Commercial Code

Like each year, we request you to renew the authorisation enabling

the Board of Directors to cancel within the legal limit, on one or

more occasions, all or some of the treasury shares, representing

a maximum of 10% of the Company’s current capital per period

of twenty-four months, it being specified that this limit applies

to the amount of the Company’s share capital adjusted, where

applicable, to take into account operations affecting the share

capital subsequent to this General Meeting, and to reduce the

share capital accordingly, by imputing the difference between the

purchase price of the shares cancelled and their nominal value

to the available premiums and reserves.

This authorisation would be valid for a period of eighteen months

and would replace the authorisation of the same nature granted

by the Combined Ordinary and Extraordinary General Meeting

of 21 May 2015.

No shares were cancelled by the Board of Directors during the

year ended 31 December 2015.




XXXIV – Authorisation to be given to the Board of Directors for the purpose of allocating existing shares free of charge to employees and/or director corporate officers of the Company or of group companies

We propose that you implement a new plan for the allocation

of free shares.

This plan is in response to the wish to continue to give certain

employees and director corporate officers of the Company and its

subsidiaries greater involvement in the Company’s performances,

given their contribution to its development. The purpose of this

plan is to foster loyalty among these individuals and further boost

their motivation by ultimately associating them with the Company’s

share capital, provided that certain presence and performance

conditions, which should reflect the evolution of the Company’s

value, are met.

Your Company having implemented an incentive payment

agreement within the meaning of Article L. 3312-2 of the French

Labour Code, the conditions set by Article L.225-197-6 of the

French Commercial Code are met and thus permit the allocation

of shares to director corporate officers of the Company under

the same conditions as for salaried employees.

You are reminded that for the purposes of corporate governance,

our Company refers to AFEP-MEDEF corporate governance code

for listed companies, revised on 12 November 2015, available on

the MEDEF website (hereinafter referred to as the “AFEP-MEDEF Code”), and that, where applicable, in accordance with the

provisions of Article L.225-37 of the French Commercial Code, any

recommendations of the AFEP-MEDEF Code that have not been

applied are indicated, along with the reasons for their exclusion.

It is thus proposed that, in accordance with Articles L.225-197-

1 et seq. of the French Commercial Code, you authorise the

Board of Directors to allocate free shares to certain employees

and director corporate officers of the Company and of related

companies under the conditions set out in Article L. 225-197-2

of the French Commercial Code, under the prevailing statutory

and regulatory conditions.

The key features of the authorisation would be as follows:

❯ the total amount of the free shares that would be allocated

shall not exceed 4% of the Company’s share capital (on the

day that the shares are allocated);

❯ the total number of free shares that would be allocated

to director corporate officers of the Company and related

companies shall not exceed 40% of the total cap of 4% set

above;

❯ the allocation of said shares to their beneficiaries would become

definitive at the end of a vesting period determined by the

Board of Directors, having a minimum duration of one (1)

year; the Board of Directors could decide on the existence

and duration of a mandatory period for retention of the shares

by the beneficiaries, it being given that, in any event, the total

duration of the vesting and retention periods shall be no less

than two (2) years;

❯ the allocation of shares to their beneficiaries would become

definitive early prior to expiry of the vesting period applicable

in the event of the death or invalidity of the beneficiary

corresponding to classification in the second or third category

stipulated in Article L.341-4 of the French Social Security Code,

subject to the conditions, notably concerning performance,

set by the Board of Directors. Furthermore, in such cases,

said shares would be freely transferable;

❯ this authorisation would be granted for a period of thirty-eight

(38) months. It would replace, for its unutilised portion, the

authorisation given by the Combined Ordinary and Extraordinary

General Meeting of 22 May 2014.

The General Meeting would give the Board of Directors full

powers to designate the beneficiaries of the allocations, and set

the duration of the share vesting and retention periods.

For the shares that would be allocated, where applicable, to

the director corporate officers covered by Article L.225-197-1,

II, paragraph 4, of the French Commercial Code, the Board of

Directors would be required to either decide that these shares

could not be sold by the parties concerned prior to cessation of

their functions, or to set the quantity of these shares that they

would be required to retain in registered form until cessation of

their functions.

We hereby inform you that, at its meeting of 22 March 2016, the

Board of Directors indicated that in the event that the General

Meeting’s authorisation is used, it would decide that the 15%

of the shares that would be allocated to the director corporate

officers should be retained in registered form by these officers until

cessation of their functions. In accordance with the provisions of

the revised AFEP-MEDEF Code, the director corporate officers

concerned should also give an undertaking not to enter into any

transactions to hedge their risk for the period during which they

hold their shares.

Lastly, it is stated that the authorisation enabling the Company

to purchase its own shares under the conditions stipulated in

Articles L.225-209 et seq. of the French Commercial Code granted

by the Combined Ordinary and Extraordinary General Meeting

of 21 May 2015 or an authorisation to trade in its own shares

approved subsequent to adoption of the resolution submitted for

approval by your General Meeting will ensure coverage of this

plan for the allocation of free shares.

You will now hear a reading of the report prepared by the Statutory

Auditors in accordance with the provisions of Article L.225-197-1,

I, paragraph 1, of the French Commercial Code.

We hope that you will support the foregoing and that you will vote

in favour of the resolutions submitted for your approval.

The Board of Directors


Le Bélier: 2015 report

on Corporate Social

Responsibility (CSR)

1. REPORTING SCOPE 34

2. ENVIRONMENTAL INFORMATION 342.1. GENERAL POLICY ON ENVIRONMENTAL MATTERS 34

2.2. POLLUTION AND WASTE MANAGEMENT 35

2.3. SUSTAINABLE UTILISATION OF RESOURCES 35

2.4. CLIMATE CHANGE 36

2.5. PROTECTION OF BIODIVERSITY 37

3. STAFF-RELATED INFORMATION 373.1. EMPLOYMENT 37

3.2. ORGANISATION OF WORK 39

3.3. STAFF RELATIONS 39

3.4. HEALTH AND SAFETY 40

3.5. TRAINING 40

3.6. DIVERSITY AND EQUAL OPPORTUNITIES/EQUAL TREATMENT 41

3.7. PROMOTION OF AND COMPLIANCE WITH THE PROVISIONS OF THE ILO’S CORE CONVENTIONS ON: 41

4. SOCIAL INFORMATION 424.1. TERRITORIAL, ECONOMIC AND SOCIAL IMPACT

OF THE COMPANY’S BUSINESS 42

4.2. RELATIONS WITH INDIVIDUALS AND ORGANISATIONS WITH AN INTEREST IN THE GROUP’S BUSINESS 42

4.3. SUBCONTRACTING AND SUPPLIERS 43

4.4. FAIR PRACTICES 43

4.5. RIGHTS OF MAN 43

2


LE BÉLIER: 2015 REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR)

2REPORTING SCOPE

1. REPORTING SCOPE

LB FAB LBD LBL LBW LBH LBM BSM LBK LBQ BQM

Holding

companyFoundry Foundry Foundry Foundry Foundry Foundry Machining Foundry Foundry Machining

France France China China China Hungary Hungary Hungary Serbia Mexico Mexico

2. ENVIRONMENTAL INFORMATION

2.1. GENERAL POLICY ON ENVIRONMENTAL MATTERS

Organisation adopted by the Company to take into account environmental issues and, where applicable, environmental measurement and certification proceduresSince 2007, conscious of its responsibilities towards the

environment and future generations, the Group has selected

respect for the environment as one of its fundamental values:

the environmental policy, dated 16 March 2007, has been rolled

out in all sites, thereby requiring each site to prevent pollution,

comply with the regulations and put in place all means needed

to conserve the environment.

Furthermore, it was decided to implement an Environmental

Management System in each subsidiary, in accordance with

ISO 14001. Five of our sites are already ISO 14001 certified and

the other sites have begun the certification process.

An environmental manager has been appointed at each site, as

well as at the level of the holding company.

Periodic and quarterly reports are compiled, mainly covering waste

management, regulatory compliance and all major environmental

events.

Staff training and awareness initiatives on protection of the environmentStaff training and awareness initiatives are conducted in each site,

particularly in connection with the environmental management

system, e.g. the sorting of wastes and energy savings, and, in

particular, the sharing between subsidiaries of experience and good

practices on energy efficiency (via meetings of the Energy Club).

Means devoted to the prevention of environmental risks and pollutionThe Group strives to allocate the human and financial resources

needed to prevent pollution and environmental risks.

At each site, an environmental manager oversees conservation of

the environment on the ground. Where necessary, he is supported

by the Group environmental manager, who is tasked notably with

benchmarking between the various plants.

Each year, financial resources are allocated to each site for dealing

with environmental issues. In 2015, such expenditure mainly

concerned: replacement of a boiler with a less polluting model,

connection of wastewater to the city wastewater system in China,

installation of a sand recycling unit and the treatment of gaseous

effluents for a new production unit, implementation of water, gas

and electricity meters for better monitoring of consumption, etc.

Amount of provisions and guarantees for environmental risks, where this information is unlikely to cause serious prejudice to the Company in connection with an existing disputeThere have been no provisions for environmental risks since 2013.

In 2014, the Group acquired three new operating subsidiaries (two in China and one in Hungary). These subsidiaries have been

incorporated into the 2015 report.



2

ENVIRONMENTAL INFORMATION

2.2. POLLUTION AND WASTE MANAGEMENT

Measures for the prevention, reduction and rectification of discharges into the air, water and soil causing serious harm to the environmentEach site endeavours to prevent and reduce any impacts on

the environment: storage of dangerous products and hazardous

wastes is managed in accordance with each country’s regulatory

requirements. Industrial wastewater is either treated in-house or

stored and treated by specialised external companies.

Atmospheric emissions are managed in accordance with each

country’s regulatory requirements.

The aluminium used as a raw material is clean: it is not mixed with

any organic matter (oil or grease), thereby considerably reducing

the likelihood of creating polluting discharges during the smelting

process. Our machining chips are not melted down in-house,

instead they are sold to external service providers to recover the

raw material. Shot-blasting and sandblasting stations are fitted

with suction and dust collection systems. The melting furnaces,

sand thermal regeneration equipment and boilers are fitted with

chimneys that channel and diffuse gaseous emissions.

For all new buildings and plant, the impact on the environment

is taken into account upfront in the design phase.

Measures for the prevention, recycling and disposal of wasteWaste is managed, disposed of and monitored in accordance

with the regulations prevailing in each country. Each subsidiary

seeks to reduce its waste generation at source and performs

selective sorting at its plants. In selecting the disposal methods

to be used, priority is given to those that facilitate reuse and

recycling, e.g. in the case of aluminium waste (slags and chips),

cardboard, pallets, glass, etc.

Aluminium waste (slags and chips) totalled 6,206 tonnes and

was 100% recycled.

Sites producing parts with cores reclaim their sand internally using

sand thermal regeneration equipment, thus limiting the quantity

of sand waste disposed of in regulated landfills. Manufacturing

scrap is subject to materials recycling during smelting.

Consideration given to noise pollution and all other forms of pollution specific to an activityNoise levels are measured at each site in accordance with the

regulations applicable in each country. In the last four years, no

complaints were recorded in respect of any of the Group’s plants.

Nevertheless, action plans have been implemented to reduce

noise levels at our sites, with an emphasis on holding talks with

residents and local authorities.

Furthermore, the noise impact of any new sites or equipment is

taken into account upfront in the design phase.

2.3. SUSTAINABLE UTILISATION OF RESOURCES

Water consumption and water supply according to local constraintsThe processes used at our industrial sites consume very little water.

The main uses are: cooling of parts after casting, preparation of

oil emulsions (soluble cutting oils) and die coating, washing of

machined parts, removal of excess penetrant liquid from parts,

heat treatment baskets and floor cleaning.

Steps are systematically taken to reduce water consumption by

favouring closed loops: cooling of moulds and parts, with use of

cooling units that comply with the regulations.

Water consumption is monitored on a monthly basis, allowing

trends to be measured and any leaks detected.

I WATER CONSUMPTION BY ACTIVITY

Foundry sites(in m3/t)

Machining sites(in m3/1,000 parts)

2012 2.35 1.80

2013 2.23 1.69

2014 1.94 1.63

2015 2.16 1.85



2ENVIRONMENTAL INFORMATION

Consumption of raw materials and measures taken to improve the efficiency of their usageThe raw material used is aluminium, whose consumption is tracked

on a monthly basis.

The industrial processes are improved day-by-day in order to:

❯ reduce the scrap percentage;

❯ reduce the melting loss (= loss of mass due to the smelting

of a material + aluminium waste); and

❯ optimise the production yield (= quantity of raw materials

needed to obtain 1,000kg of end product) without impacting

the quality of the products delivered to the customer.

Energy consumption, measures taken to improve energy efficiency and use of renewable energiesThe production sites use gas (natural gas at all the foundry sites

other than a site in China that uses propane) mainly for smelting

aluminium and heating moulds.

They use electricity to keep the aluminium molten in the smelters,

for heat treatment of parts, for the production of compressed

air and for equipment used for machining and washing parts.

Each site is responsible for detailed monitoring of gas and electricity

consumption for all its installations and compiles a monthly report,

which is distributed and discussed at a monthly meeting with

the Group.

An Energy Club, bringing together all the energy managers for

the various sites, was set up in 2011. It meets at least twice a

year to undertake a comprehensive review of the results and

actions, and also to facilitate the sharing and mainstreaming of

best practices within the Group.

At Group level, the series of actions taken has facilitated a reduction

of more than 12% in the energy consumption ratio per tonne

produced since 2010.

I ENERGY CONSUMPTION BY ACTIVITY

Foundry sites(in kWh/T)

Machining sites(in kWh/1,000 parts)

2010 5,839 3,229

2011 5,442 2,104

2012 5,170 2,175

2013 5,125 2,183

2014 5,434 2,143

2015 5,122 2,092

Land useThe Group’s plants have a limited impact on land use. Also, for each new construction, the site’s impact on land use is taken into account.

2.4. CLIMATE CHANGE

Greenhouse gas emissionsAlthough Le Bélier is not subject to any reporting obligations on

greenhouse gas emissions (its combustion units being below

the relevant thresholds), the Group continues to make efforts to

limit its impacts.

The Group’s direct emissions relating to the consumption of gas

and propane totalled 56,439t of CO2e, including 6,372t of CO2e

due to the combustion of propane.

Indirect emissions relating to the consumption of electricity by

the plants came to 55,806t of CO2e.

The Group’s total direct and indirect emissions thus reached

112,245t of CO2e.

Parts manufactured on any given continent are virtually all destined

for the local market, thereby limiting emissions caused by transport.

Business trips are limited, preference being given to the use of

videoconferencing.

In the area of product design, Le Bélier looks for solutions involving

the production of lighter parts for its automotive and aerospace

customers, thereby helping to reduce fuel consumption and CO2

emissions.

The Group does not have a transport fleet as it subcontracts

this activity.

Adaptation to the consequences of climate changeThe Group and its subsidiaries are not present in regions at risk

from potential climate change (desert regions, areas close to sea

level, island locations).



2

STAFF-RELATED INFORMATION

2.5. PROTECTION OF BIODIVERSITY

Measures taken to develop biodiversityLand that is available or which is not intended for industrial use has been landscaped as green areas.

3. STAFF-RELATED INFORMATION

3.1. EMPLOYMENT

Total headcount and breakdown of employees by gender, age and regionThis information, which is available for each of our subsidiaries, is

tracked on a daily basis. The number of employees is also tracked

by length of service and, on a monthly basis, by category, i.e.

direct labour/indirect labour/structural.

The Group employed a total of 3,378 staff at 31 December 2015.

Having access to this information enables the Group to anticipate

staff replacement needs due to natural ageing, an imbalance

in terms of the male/female split, and staff welfare measures,

notably for seniors.

AGE PYRAMID FOR LE BÉLIER GROUP EMPLOYEES AT 31 DECEMBER 2015 (M/F)

6875

66646260585654525048464442403836343230282624222018

-80 -70 -60 -50 -40 -30 -20 -10 0 10 20 30 40 50 60 70 80

FM

Age

80 70 60 50 40 30 20 10 0 -10 -20 -30 -40 -50 -60 -70 -80



2STAFF-RELATED INFORMATION

GEOGRAPHIC ANALYSIS OF EMPLOYEES AT 31 DECEMBER 2015

41%13%

SERBIA

HUNGARY

8%20%

18%

FRANCEASIA

NORTHAMERICA

67%EUROPE

Hiring and dismissalsHiring of new staff as well as any dismissals or redundancies

of members of Group management staff is managed under the

control of HR/Group. The Group ensures compliance with all legal

procedures and applicable regulations in such matters. For other

staff categories, each subsidiary is responsible for hiring new staff

and any dismissals and redundancies under the signature of the

appointed Director or Head of Human Resources.

2015LB

FranceFAB

FranceLBD

ChinaLBL

ChinaLBW

ChinaLBH

HungaryBSM

HungaryLBM

HungaryLBK

SerbiaLBQ

MexicoBQM

Mexico TOTAL

Additions 12 2 26 70 18 200 156 109 304 371 114 1,382

Departures 8 14 44 42 16 87 86 89 270 354 102 1,112

TOTAL FLOWS 4 (12) (18) 28 2 113 70 20 34 17 12 270

For LBK, due to the attractiveness of the Hungarian and German

labour markets and the availability of Hungarian passports to

Serbs of Hungarian descent, activity was hampered by high

turnover.

The percentage of dismissals is in the region of 4% of our

headcount.

CompensationCompensation levels for Group employees comply with the

appropriate legal and collective bargaining constraints for the

relevant position. All wages and salaries (correlated to the

number of working hours) are formalised by means of a contract.

In each subsidiary, for a given skill level, all employees of this

same skill level receive a level of compensation above the

minimum set by the relevant collective bargaining or internal

provisions.

The amount of wages and salaries and social security charges

recognised in 2015 is disclosed in the note to the consolidated

financial statements entitled “Staff costs and number of employees

of consolidated companies” included in the reference document.

Given the wide range of countries in which we operate, no relevant

conclusions can be drawn from a comparison of average salaries

by country.

Compensation levels are determined by two factors:

❯ collective bargaining increases (by position), being the result

of the annual wage negotiations with the trade unions within

each subsidiary (excluding China);

❯ individual increases (by position) resulting from budgets

allocated for this purpose and managers’ decisions regarding

their individual staff members. Any such increases are based

on the results of the individual annual review conducted by

each manager and overseen by their line managers.



2


3.2. ORGANISATION OF WORK

Organisation of working timeThis is dependent on the legal and regulatory constraints applicable

in the countries in which our plants are located. The nature of our

foundry activities (round-the-clock production) implies the use

of shifts consisting of 3x8, 2x8, weekend and daytime working.

In the subsidiaries, the statutory working week comprises 35 hours

in France, 40 hours in Hungary, Serbia and China and 48 hours in

Mexico: these working hours are organised into shifts consisting

of 3x8, 2x8, weekend and daytime working.

Paid leave (for which the statutory number of days varies between

6 and 14 days in Mexico depending on length of service, 20 and

30 days in Hungary depending on age, 20 days in Serbia, 30 days

in France and between 5 and 15 days in China depending on

length of service) is specific to each industrial site and may vary

due to local cultural and/or religious practices that are taken

into account.

Quality of work lifeWe attach great importance to the living conditions of our

employees and each year, at our various sites, we undertake new

projects for the addition of new facilities (break room, washrooms,

cloakrooms, dining room, etc.).

AbsenteeismAbsenteeism is a key staff indicator, significant from the perspective of both the policy for the promotion of employee health and safety

and motivation levels. In particular, we monitor “level 2” absenteeism, which excludes level 1 absenteeism for long-term leave and

absences (i.e. after the third month of absence).

I LEVEL 2 ABSENTEEISM RATES, BY SUBSIDIARY, IN 2015

% Level 2 hours of absence*

LBK Serbia

LBD China

FAB France

LBH Hungary

BSM Hungary

LBQ Mexico

BQM Mexico

LBL China

LBW China

LBM Hungary

Group average

(excl. LB)

2015 2.8% 1.0% 3.6% 2.0% 3.2% 3.0% 3.0% 0.7% 0.8% 5.2% 2.4%

* Level 2 hours of absence/(regular hours worked + additional hours + level 1 & 2 hours of absence).

LB being a non-productive holding company, the absenteeism rate has no impact on the Group’s industrial organisation.

3.3. STAFF RELATIONS

Organisation of staff dialogue, notably the procedures for informing and consulting employees and staff negotiationsStaff dialogue has always been encouraged in all our subsidiaries.

In France, the various staff representative bodies have been

in place for quite some time: Works Council (at the level of

the Economic and Social Unit represented by the Vérac site),

Staff Representatives, Health, Safety and Working Conditions

Committee, in accordance with French statutory obligations;

in addition to which, staff are represented (as per the legal

requirements) on the Boards of Directors of French limited liability

companies (sociétés anonymes). Also, trade union branches of

CGT, CFDT and CGC/CFE are present and in operation, with

appointed trade union delegates and/or representatives who

constitute Management’s legitimate interlocutors during the

mandatory annual negotiations.

In our foreign subsidiaries, the trade unions are represented (except

in China) and participate in the annual negotiations on salaries

and benefits of a collective nature. Although not mandatory under

local law in Hungary, there is a staff representation body along the

lines of a Works Council, which manages a budget for collective

staff welfare measures.

Collective bargaining agreementsEach year, the Group signs between five and seven collective

bargaining agreements, i.e. generally one per subsidiary and

several in France, depending on the circumstances, covering

salaries and benefits as well as measures concerning welfare

systems, collective incentive schemes and company savings

schemes.

In France, action plans covering generation contract, professional

equality and management of disabled employees have been

implemented, with regular monitoring by the Works Council.



2STAFF-RELATED INFORMATION

3.4. HEALTH AND SAFETY

Health and safety in the workplaceStaff safety is a major work focus for the Group. It has been

incorporated into our Group’s Values and has been significantly

developed since the end of 2011.

The very nature of our activities, which are exercised in a hot, noisy

and potentially dusty environment, calls for constant improvement

in working conditions, especially for our foundry workers. Medical

supervision, with the intervention of a specific occupational health

practitioner, is provided in accordance with the obligations and

procedures specific to each country.

Throughout the Group, wearing of personal protective equipment

(PPE) is mandatory and subject to distribution procedures;

failure to comply with these basic safety precautions may be

penalised.

With regard to occupational illness, repetition of certain tasks may

result in conditions classified in France as MSDs (musculoskeletal

disorders). The installation of automated systems and processes

has mitigated these risks.

For example, in France, dye penetrant automation and sawing

automation for certain equipment, helps reduce these risks.

Similarly, for example, in our Serbian subsidiary, the automation

of certain processes has replaced manual work.

Agreements signed with trade unions and staff representative bodies on health and safety in the workplaceOur Group has no such agreements in place.

Industrial accidents, notably their frequency and severity, and occupational illnessesSince the end of 2011, a work focus specific to industrial accidents

has been put in place, including establishment of a Safety Club

to share experience and good practices on this topic. In addition,

via Mars+, action plans relating to safety are reviewed by the

members of the Management Committee (CODIR). This work

focus is accompanied by an objective to reduce the frequency

index for our industrial accidents at Group level: this year, the

index is down 78% compared with 2011. At constant scope, when

excluding accidents due to the heatwave in Serbia, the number

of accidents was unchanged compared with 2014 and 2013.

The frequency index is defined by the following formula: (number

of accidents with downtime > 24h) x 1,000/available staff. This

index is tracked on a monthly basis and is compared with that

for the Light metals casting industry, which, at end-2014, stood

at 49.0 in France.

I FREQUENCY INDEX FOR INDUSTRIAL ACCIDENTS, BY SUBSIDIARY, IN 2015

LBK Serbia

LBD China

FAB France

LBH Hungary

BSM Hungary

LBQ Mexico

BQM Mexico

LBL China

LBW China

LBM Hungary

Group average

(excl. LB)

2015 16.8 0.0 4.9 8.3 6.0 24.7 24.1 12.4 0.0 9.4 10.4

3.5. TRAINING

Training policies implementedThese policies are aimed at improving employees’ professional

technical skills (adaptation to the position held) and allowing

them to gain new skills, especially in the managerial field to allow

employees to progress onto other responsibilities.

Language training falls within the scope of Individual Training Rights

(droit individuel à la formation – DIF) in order to offer certification

at the end of the training modules.

In 2015, training budgets represented 1.8% of gross payroll (i.e.

the equivalent of 31,041 hours of training).

The severity rate is not tracked in all countries (only for the French subsidiary FAB, for which it stands at 0.18); our main objective being

to target zero accidents (i.e. a frequency objective), via a high-priority safety policy, managed at Group level.



2


3.6. DIVERSITY AND EQUAL OPPORTUNITIES/EQUAL TREATMENT

Policy implemented and measures taken to promote equality between men and womenIn France, each year (in connection with the Mandatory Annual

Negotiations), the situation between men and women in terms

of pay and position is examined. Lessons are drawn from this

analysis.

Within our Group, there are no practices that discriminate between

men and women, either at the time of hiring or during their careers,

and no legal action has ever been brought against the Group on

this matter. Women represent around 1/3 of the Group’s total

workforce. With regard to the in-house training provided, women

are treated the same as men.

Policy implemented and measures taken to promote employment and integration of the disabledOur plant in France has always employed the disabled, some of

whom have severe disabilities. The quotas imposed by French

legislation are met at this plant.

At our head office, we do not meet the imposed quotas but we

obtain office supplies and other small items from Work Centres

for the Disabled. We also turn to these same Work Centres for

services at our industrial site (“maintenance” work) and/or, on an

outsourced basis, other services (“packaging” work).

Policy implemented and measures taken to promote the fight against discriminationFor recruitment in France, we work with specialist firms, from

whom we request assurances that their selection practices

comply with anti-discrimination laws. These firms provide us with

evidence of their practices and/or their declaration of adherence

to corresponding codes of ethics. With regard to this topic in our

subsidiaries, the Heads of Human Resources are invited to adopt

the same practices, by written instruction from the Company/

Group Director of Human Resources & Development.

3.7. PROMOTION OF AND COMPLIANCE WITH THE PROVISIONS OF THE ILO’S CORE CONVENTIONS ON:

Respect for freedom of association and the right to collective bargainingWe comply with the laws of each country: our practices and

results reflect our respect for freedom of association and the

right to collective bargaining.

Elimination of discrimination regarding employment and occupationOne of our Group’s Values (DIALOGUE) recognises as fundamental

“the sharing of ideas and knowledge in the common interest and

respect for differences”. This last aspect is taken into account

in particular in the timing of public holidays and leave periods

at each of our subsidiaries (e.g.: Orthodox Christmas in Serbia,

Chinese New Year, etc.).

Abolition of forced or compulsory labourAll our employees have signed an employment contract.

Effective abolition of child labourAll employees in all our subsidiaries have reached majority age,

except for those individuals who, being on an apprenticeship

contract, cannot have done so. In such cases, parents exercising

parental authority are joint signatories of the employment contract.



2SOCIAL INFORMATION

4. SOCIAL INFORMATION

4.1. TERRITORIAL, ECONOMIC AND SOCIAL IMPACT OF THE COMPANY’S BUSINESS

Development of our activities benefits, above all, employment of the local population, which provides our manual workers and a large

proportion of our technicians.

We make use of near-sourcing in various fields: mechanical engineering, local services, temporary staffing, etc.

4.2. RELATIONS WITH INDIVIDUALS AND ORGANISATIONS WITH AN INTEREST IN THE GROUP’S BUSINESS

Conditions for dialogue with these individuals and organisationsThe parties concerned here are customers, suppliers, shareholders

and local authorities.

The conditions for dialogue with the social partners are elaborated

below.

CustomersWe seek out solutions to lighten our products and reduce CO2

emissions for our customers, which can be achieved at the price

and quality levels required.

Our customers are satisfied with our overall offering, as evidenced

by the order levels achieved in recent years.

SuppliersWe seek to establish lasting relationships with our suppliers. We

endeavour to develop long-term relationships by having them

work on the quality of their offerings. This approach enables us to

achieve a supplier performance that enhances our competiveness

and growth.

ShareholdersVia our quarterly press releases and six-monthly information

meetings, as well as our reference document, we endeavour to

deliver reliable and up-to-date information.

Local authoritiesFor all our locations, we apply the laws of the country in question,

and, whenever necessary, we communicate with the local

authorities in place.

Partnership and patronage initiativesWe have no specific policy on this matter.



2

SOCIAL INFORMATION

4.3. SUBCONTRACTING AND SUPPLIERS

Consideration given to social and environmental issues in the Company’s purchasing policyThe Group’s purchasing policy is not directly covered by a

framework of social and environmental standards.

Nevertheless, several key principles and specific initiatives

effectively help limit the environmental footprint of the Group’s

purchases:

a. Bulk purchasing

Each Group company deploys an action plan aimed at local

bulk purchasing.

The objective, soon met, is to limit sourcing to five suppliers

for each category of purchases (electrical, mechanical and

hydraulic parts, production consumables, chemicals, fluids,

etc.).

One of the key consequences of this bulk sourcing initiative

is that it reduces road transport flows.

Tracking is carried out on the basis of six-monthly purchasing

statistics.

Again with a view to reducing road transport, wherever possible,

we favour delivery of heavy goods by means of transport other

than road freight.

b. “Recycled aluminium”

We increased our supplies of recycled aluminium in 2015 by

using crushed parts from car recycling.

c. Sharing of IT applications

The Group’s IT policy also helps limit the environmental footprint:

The management software SAP is managed by a service

provider that has recently created so-called green IT server

rooms near Bordeaux in which the cooling is confined to servers

alone using the latest techniques.

Several applications that are fundamental to the Group’s

operation (financial management, document management,

management of technical data, e-mail system, etc.) are

shared and are installed on a single, secure basis: remote

user connections are established via a secure virtual private

network (VPN).

This arrangement substantially reduces the number of servers

as well as the associated energy costs.

The importance of subcontracting and consideration given in relations with suppliers and subcontractors to their social and environmental responsibilityCriteria pertaining to the safety of goods and individuals are

incorporated into the buying processes. Some 18 procedures

and documents have been compiled and are deployed at all the

Group’s plants as part of the internal plan known as Suppliers

Safety Management.

Effective implementation is checked via monthly tracking.

4.4. FAIR PRACTICES

Anti-corruption measures ❯ To prevent corruption, one of our solutions is to give our

managers legal responsibility. In addition, since 2011, we have

put in place an internal control structure with a dedicated

resource for this purpose.

Measures taken to promote consumer health and safety ❯ Consumer health: not applicable.

❯ Consumer safety: our quality control system and our

participation in the design and joint-design of products with

customers minimises the quality risk in respect of our products.

4.5. RIGHTS OF MAN

Initiatives taken to promote the rights of manWe have no specific policy on this matter.



2


Consolidated financial

statements and notes for

the year ended 31 December

2015

3.1. FINANCIAL STATEMENTS 463.1.1. Consolidated income statement 46

3.1.2. Statement of comprehensive income 46

3.1.3. Consolidated statement of financial position 47

3.1.4. Statement of changes in consolidated shareholders’ equity 48

3.1.5. Consolidated cash flow statement 49

3.2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015 50

3


CONSOLIDATED FINANCIAL STATEMENTS AND NOTES FOR THE YEAR ENDED 31 DECEMBER 2015

3FINANCIAL STATEMENTS

3.1. FINANCIAL STATEMENTS

3.1.1. CONSOLIDATED INCOME STATEMENT

I CONSOLIDATED INCOME STATEMENT – IFRS

In thousands of euros Notes 2015 (12 months) 2014 (12 months)

Revenue 3.1.1; 4.1 318,458 258,749Other operating income 3.1.2 1,185 1,044

Income from ordinary activities 319,643 259,793Purchases consumed (157,563) (125,689)

Staff costs 3.1.3 (56,995) (48,453)

External charges (53,014) (48,829)

Taxes and duties other than corporation tax (3,521) (2,851)

Net charge for depreciation, amortisation and impairment of non-current

assets (13,620) (11,096)

Net charge to provisions 3.1.5 (242) 100

Change in inventory of work-in-progress and finished goods (331) 2,400

Other current operating income and expenses 3.1.6 (224) (302)

Current operating income 34,133 25,073Other operating income and expenses 3.1.7 (624) (987)

Operating profit 33,509 24,086Income from cash and cash equivalents 3.1.8 212 301

Interest expense 3.1.8 (2,241) (1,971)

Net finance costs (2,029) (1,670)Other financial income and expense 3.1.8 163 (564)

Income before tax 31,643 21,852Corporation tax 3.1.9 (8,163) (5,081)

Net income from continuing operations 23,480 16,771Net income from discontinued operations

NET INCOME FOR THE YEAR 23,480 16,771

Group share 23,480 16,771

Non-controlling interests

Earnings per share (in euros) 3.1.10 3.94 2.76Diluted earnings per share (in euros) 3.1.10 3.86 2.70

3.1.2. STATEMENT OF COMPREHENSIVE INCOME

I STATEMENT OF COMPREHENSIVE INCOME

In thousands of euros 2015 (12 months) 2014 (12 months)

NET INCOME FOR THE YEAR 23,480 16,771Actuarial gains and losses on employee benefits 60 (564)

of which, income/(charges) borne in equity 60 (564)

of which, impact at 1/1/2012 of IAS 19 revised 0 0

Sub-total of items that cannot be recycled in the income statement, net of tax 60 (564)Gains and losses arising from translation of the financial statements 1,233 (729)

Hedges of future cash flows (202) 0

of which, income/(charges) borne in equity (202) 0

of which, income/(charges) transferred to profit or loss for the period 0 0

Sub-total of items that can be recycled in the income statement 1,031 (729)Sub-total of net income/(charges) recognised directly in equity 1,091 (1,293)COMPREHENSIVE INCOME 24,571 15,478

Group share 24,571 15,478

Non-controlling interests 0 0



3

FINANCIAL STATEMENTS

3.1.3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

I CONSOLIDATED STATEMENT OF FINANCIAL POSITION – IFRS

ASSETS

In thousands of euros Notes 31/12/2015 31/12/2014 revised(1)

NON-CURRENT ASSETSGoodwill (1) 3.2.1 to 3.2.3; 3.2.5 13,473 13,473

Other intangible assets 3.2.1 to 3.2.3; 3.2.5 4,035 3,229

Property, plant and equipment 3.2.1 to 3.2.3; 3.2.5 91,200 85,092

of which, land 3,331 3,509

of which, buildings 20,848 21,269

of which, industrial equipment (1) 3.2.1 43,227 41,671

of which, other property, plant and equipment (1) 3.2.1 23,794 18,643

Investment property 0 0

Equity interests 0 0

Available-for-sale securities 0 0

Other non-current financial assets 336 318

Deferred tax assets 1,722 1,986

110,766 104,098CURRENT ASSETSInventories 3.2.5; 3.2.6 28,910 28,605

Trade receivables 3.2.5; 3.2.6 58,501 51,827

Other current assets 3.2.5; 3.2.6 8,802 9,125

Current tax assets 3.2.8 2,555 1,402

Cash and cash equivalents 3.2.9 70,144 39,350

Financial instruments 3.2.10; 4.2 801 0

Assets slated for disposal 0 0

169,713 130,309TOTAL ASSETS 280,479 234,407

SHAREHOLDERS’ EQUITY AND LIABILITIES

In thousands of euros Notes 31/12/2015 31/12/2014 revised(1)

SHAREHOLDERS’ EQUITY 3.2.11

Share capital 10,005 10,005

Additional paid-in capital 9,826 9,826

Reserves 78,108 67,086

Translation adjustments (10,790) (12,023)

Treasury shares 0

Net income for the year 23,480 16,771

Non-controlling interests 0

110,629 91,665NON-CURRENT LIABILITIESLong-term borrowings 3.2.12 65,304 47,880

Deferred tax liabilities (1) 3.2.1; 3.2.13 866 1,465

Non-current provisions 3.2.14; 3.2.15 3,237 3,124

Other non-current liabilities 3.2.16 3,801 2,284

73,208 54,753CURRENT LIABILITIESShort-term borrowings 3.2.12 9,325 13,221

Current portion of long-term borrowings 3.2.12 18,217 17,429

Current tax liability 0

Current provisions 3.2.14 395 279

Financial instruments 3.2.18 107 0

Trade payables 48,318 41,220

Other current liabilities 3.2.17 20,280 15,840

Liabilities relating to assets slated for disposal

96,642 87,989TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES 280,479 234,407

(1) Comparative fi gures have been restated for adjustments relating to provisional goodwill recognised at the end of the fi nancial year 2014 (see Note 3.2.1). The impacts on the comparative income statement have been deemed immaterial.



3FINANCIAL STATEMENTS

3.1.4. STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY

I STATEMENT OF CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY – IFRS

In thousands of eurosShare

capital

Additional paid-in capital

Consolidated reserves and

net incomeTranslation

reserves

Other income

and expenses

recognised directly in

equity

Group share of

equity

Non-controlling

interests Total

SHAREHOLDERS’ EQUITY

AT 31/12/2013 10,005 9,826 71,725 (11,294) (693) 79,569 0 79,569

2014 net income 16,771 16,771 16,771

Actuarial gains and losses

on employee benefits (564) (564) (564)

Gains and losses arising from

translation of the financial

statements (729) (729) (729)

2014 comprehensive income 0 0 16,771 (729) (564) 15,478 0 15,478Dividends paid (2,101) (2,101) (2,101)

Share buybacks (2,593) (2,593) (2,593)

Performance share plan 1,312 1,312 1,312


AT 31/12/2014 10,005 9,826 85,114 (12,023) (1,257) 91,665 0 91,665

Impact at 1/1/2015 of IFRIC 21 41 41 41


AT 1/1/2015 AFTER THE

IMPACT OF IFRIC 21 10,005 9,826 85,155 (12,023) (1,257) 91,706 0 91,706

2015 net income 23,480 23,480 23,480

Actuarial gains and losses

on employee benefits 60 60 60

Gains and losses arising from

translation of the financial

statements 1,233 1,233 1,233

Hedging of future cash flows (202) (202) (202)

2015 comprehensive income 0 0 23,480 1,233 (142) 24,571 0 24,571Dividends paid (3,022) (3,022) (3,022)

Share buybacks (4,517) (4,517) (4,517)

Performance share plan 1,891 1,891 1,891


AT 31/12/2015 10,005 9,826 102,987 (10,790) (1,399) 110,629 0 110,629



3

FINANCIAL STATEMENTS

3.1.5. CONSOLIDATED CASH FLOW STATEMENT

I CONSOLIDATED CASH FLOW STATEMENT

In thousands of euros Notes 2015 2014

CASH FLOW FROM OPERATING ACTIVITIESNet income for the year 3.1.10 23,480 16,771Non-cash items:

Depreciation, amortisation and provisions 14,464 11,786

Cost of performance share plans not disbursed 3.1.3 1,891 1,312

Unrealised exchange gains and losses arising from changes in fair value

of financial instruments and exchange rate movements 3.1.8 676 (91)

Change in deferred taxes 3.1.9 (292) (511)

Reversal of investment grants 3.2.16 (253) (199)

Gains and losses on disposal of non-current assets 122 23

Cash flow from operations 40,088 29,091Impact of change in timing of cash flows

Change in working capital requirement 4,531 3,991

Net cash flow from operating activities (A) 44,619 33,082CASH FLOW FROM INVESTING ACTIVITIESOutflows resulting from the acquisition of non-current assets 3.2.2 (20,894) (27,593)

Inflows resulting from the sale of non-current assets 84 133

Changes in long-term investments (37) (60)

Investment grants received 3.2.16 1,666 0

Net cash allocated to acquisitions and disposals of subsidiaries

(change in scope) 0 (22,937)

Net cash flow from (used in) investing activities (B) (19,181) (50,457)Free cash Flow (A) + (B) 25,438 (17,375)CASH FLOW FROM FINANCING ACTIVITIESAmounts received from shareholders as a result of a capital increase

Treasury shares 3.2.11.3 (4,517) (2,593)

Dividends paid to shareholders of the parent company 3.2.11.4 (3,022) (2,101)

Dividends paid to non-controlling interests in consolidated subsidiaries

New borrowings raised 3.2.12 41,314 39,093

Borrowings repaid 3.2.12 (24,107) (26,003)

Advances received from third parties

Net cash flow from financing activities (C) 9,668 8,396Impact of changes in the consolidation scope (E) 0 0

Impact of net changes in exchange rates – translation adjustments (D) (416) (171)

NET CHANGE IN CASH POSITION (A+B+C+D+E) 34,690 (9,150)

Opening cash and cash equivalents (F) 3.2.9 26,129 35,279

CLOSING CASH AND CASH EQUIVALENTS (A+B+C+D+E+F) 3.2.9 60,819 26,129



3NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3.2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2015

Group presentationLE BÉLIER is a group specialising in aluminium foundry work for

the global automotive industry.

Since June 1999, its shares have been listed on the regulated

market of Euronext Paris, compartment C, and since 29 January

2016, compartment B.

1. Accounting policies

1.1. Approval of the financial statementsThe consolidated financial statements for the year ended

31 December 2015 were approved by Le Bélier’s Board of

Directors on du 22 March 2016.

These financial statements will be submitted for approval by the

shareholders during the General Meeting of 19 May 2016.

1.2. Basis for preparation of the consolidated financial statements

1.2.1. Statement of complianceThe consolidated financial statements for the year ended

31 December 2015 were prepared in accordance with the

framework of IFRS (International Financial Reporting Standards)

as adopted by the European Union at 31 December 2015 and

available on the European Commission’s website:

http://ec.europa.eu/internal_market/accounting/ias/index_fr.htm

The IFRS framework comprises the IFRS and IAS (International

Accounting Standards), together with their interpretations or IFRIC

(International Financial Reporting Interpretations Committee).

The standards used in the preparation of the 2015 financial

statements are those published in the Official Journal of the

European Union at 31 December 2015 and whose application

is mandatory.

The accounting policies used have been applied in a consistent

manner to all financial years presented.

The financial statements are presented in thousands of euros,

the Group’s functional and reporting currency.

Le Bélier has applied the standards, amendments to standards

and interpretations applicable with effect from the financial year

commencing on 1 January 2015, in particular:

❯ IFRS annual improvements (2011-2013)

These new texts published by the IASB (International Accounting

Standards Board) did not have a material impact on the Group’s

financial statements.

❯ IFRIC 21 – Taxes

Application of IFRIC 21 prompted the Company to recognise

in expenses for the period the cost of 2014 taxes payable at

1 January 2015, with a corresponding increase in reserves at

1 January 2015, for an amount of €41 thousand.

The impact of this interpretation on the 2014 comparative

consolidated financial statements is deemed to be immaterial.

Standards and interpretations adopted by the European Union whose application was not mandatory for the 2015 financial statements

The Group did not opt for the early application of any standards or

interpretations whose application was not mandatory at 1 January

2015:

❯ amendment IAS 19: Defined benefit plans: employee

contributions;

❯ amendments to IAS 16 and IAS 41: Productive plants;

❯ amendments to IFRS 11: Acquisition of an interest in a joint

operation;

❯ amendments to IAS 16 and IAS 38: Clarification on acceptable

methods of depreciation and amortisation;

❯ amendment to IAS 1: Presentation of financial statements:

Disclosure initiative;

❯ IFRS improvements (2010-2012 cycle);

❯ IFRS improvements (2012-2014 cycle).

The Group is currently assessing the impacts resulting from the first

application of these new texts. It does not anticipate a significant

impact on its financial statements.

Furthermore, the Group does not apply any standards or

interpretations that have been published by the IASB but not

yet adopted by the European Union.

1.2.2. Basis of consolidationAll companies included in the consolidation scope are fully

consolidated.

1.2.3. Closing dateAll consolidated companies closed their accounts on 31 December

2015.

1.2.4. Assumptions and estimatesIn preparing the Group financial statements, management has used

assumptions and estimates that impact the amounts presented

in these financial statements. The accounting estimates and

assumptions used in the preparation of the financial statements

were made in a context in which there is some difficulty in

ascertaining the economic prospects. As these assumptions

are uncertain by their very nature, actual results may vary from

these estimates.



3

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The main headings in the financial statements that may be subject

to assumptions and estimates concern, in particular, valuations

used for impairment testing (See Note 3.2.5), measurement of

pension obligations (See Note 3.2.15), measurement of provisions

for contingencies (See Note 3.2.14), useful lives for non-current

assets (See Note 1.4.3), deferred taxes (See Note 3.2.13) and

measurement of the fair value of share-based payments (See

Note 3.2.11).

These estimates are established on the basis of information

available at the time the financial statements were prepared.

Estimates may be revised if the circumstances on which they are

based change or pursuant to new information emerging. Actual

results may differ from those based on these assumptions and

estimates.

The main assumptions concerning future events and other potential

uncertainties resulting from the use of estimates at the closing

date, including changes in the period that may result in a material

change in the carrying amounts of assets and liabilities, concern

in particular the impairment of non-financial assets, deferred tax

assets and provisions for contingencies and expenses (see below).

1.2.5. Highlights of the yearNone.

1.2.6. Events after the reporting periodNone.

1.3. Accounting changes

1.3.1. Change in presentationThe presentation of the Group’s consolidated financial statements

for the year ended 31 December 2015 is identical to that used for

the 2014 consolidated financial statements, with the exception

of the impact of the definitive allocation of the goodwill on

consolidation presented in Note 3.2.1.

1.4. Main accounting policies

1.4.1. Presentation of the statement of financial position

In compliance with IAS 1, Presentation of Financial Statements,

the presentation of the statement of financial position separates

current assets and liabilities from non-current assets and liabilities.

Operating assets and liabilities as well as those due in less than

12 months from the end of the reporting period are classified as

current, all others as non-current.

1.4.2. Business combinationsBusiness combinations are recognised using the acquisition

method. As such, the identifiable assets, liabilities and contingent

liabilities of the company acquired are recognised at their fair

value on the acquisition date, with the exception of non-current

assets held for sale, which are recognised at their fair value less

costs to sell in accordance with IFRS 5.

When a goodwill amount is determined on a provisional basis at

the end of the financial year in which the acquisition was made,

the Group recognises the adjustments to these provisional values

within a period of one year from the acquisition date in the event

of new information relating to facts or circumstances existing at

the acquisition date.

If the changes between the provisional values and the final values

have a material impact on the presentation of the consolidated

financial statements, the comparative information presented for

the periods preceding finalisation of the fair values is restated as

if the values had been finalised on the acquisition date.

On the acquisition date, goodwill corresponds to the difference

between:

❯ the fair value of the consideration transferred in exchange for

control of the company, including any earnouts, plus the amount

of any non-controlling interests in the company acquired and,

in a business combination achieved in stages, the fair value

on the acquisition date of the stake previously held by the

acquirer in the company acquired, re-measured through profit

or loss; and

❯ the fair value of any identifiable assets acquired and liabilities

assumed on the acquisition date.

When the goodwill is negative, it is recognised immediately in

profit or loss.

Costs that are directly attributable to the business combination,

other than those relating to the issuance of debt or capital

securities, are recognised as an expense in the period and

presented in “Other operating income and expenses” in the

consolidated income statement.

1.4.3. Non-current assets1.4.3.1. INTANGIBLE ASSETS

Only intangible assets meeting the definition set out in IAS 38 are

recognised in the statement of financial position.

“Other intangible assets” consist mainly of software acquired

or developed in-house and research and development costs.

Research costs are expensed in the year in which they are incurred.

Development costs incurred on the basis of an individual project

are recognised in intangible assets when the Group is able to

demonstrate:

❯ the technical feasibility of the intangible asset with a view to

it being brought into service or sold;

❯ its intention to complete this asset and its capacity to either

use it or sell it;

❯ the fact that this asset will generate future economic benefits;

❯ the existence of available resources to complete development

of the asset; and

❯ its capacity to accurately assess the costs incurred in respect

of the development project.

Subsequent to their initial recognition as an asset, the development

costs are assessed using the cost model, i.e. at cost less

cumulative amortisation and impairment losses. Amortisation of

the asset commences once the development is complete and

the asset is ready to be brought into service. It is amortised on

a straight-line basis over the period, not exceeding five years,

in which economic benefits are expected to be derived from

the project.




Other intangible assets are amortised using the straight-line

method over their useful lives, which must not exceed five years.

The Group has no business goodwill arising from business

combinations prior to 1 January 2004, nor any start-up costs

or brands.

1.4.3.2. PROPERTY, PLANT AND EQUIPMENT

In compliance with the option available under IFRS 1, First-time

Adoption of International Financial Reporting Standards, the Group

opted for re-measurement at fair value on the basis of deemed

cost, corresponding to the new depreciated historical cost, of

certain categories of property, plant and equipment in the opening

balance sheet as at 1 January 2004.

These re-measurements were supported by appraisals by

an independent firm. They covered all assets subject to the

component approach and property, itself recognised under the

component approach, except for assets in China and Serbia that

were immaterial in the opening balance sheet as at 1 January

2004 in terms of non-current asset value.

Gross values of non-current assets represent their acquisition

or production cost, including direct and indirect production

expenses in connection with normal activity. These costs include

notably transfer taxes, fees, commissions and legal costs directly

attributable to the acquisition or construction of the assets.

Borrowing costs that are directly attributable to the acquisition,

construction or production of an asset that requires a long period

of preparation before being brought into use are incorporated into

the initial cost of this asset, in accordance with IAS 23 (amended).

Depreciation of property, plant and equipment is calculated to

reflect the pattern of consumption of the expected economic

benefits for each asset based on the acquisition cost and subject

to allowing for any residual value. The straight-line method is used.

The Group reviews these depreciation schedules annually on the

basis of the actual useful lives of its property, plant and equipment.

Furthermore, the Group has analysed all its industrial processes

and has isolated from among its industrial equipment those major

components for which a specific depreciation schedule must be used.

Main depreciation and amortisation periods and methods DurationDepreciation/amortisation

Research and development costs 5 years Straight-line

Concessions, patents and licences

Except for standard and specific software

5 years

3 years

Straight-line

Straight-line

Construction – building fixtures and fittings 25 years Straight-line

Component-based approach

■ Shell

■ Roof

■ Cable networks

■ Internal fixtures and fittings

40 years

25 years

15 years

20 years

Straight-line

Straight-line

Straight-line

Straight-line

Refurbishment of old buildings 15 years Straight-line

Industrial equipment, general case 6 2/3 years Straight-line

Except for industrial equipment managed using the component-based

approach

5 to 15 years

(depending on the components)

Straight-line

Production moulds 3 years Straight-line

Vehicles 5 years Straight-line

Other non-industrial non-current assets 4 years Straight-line

IT equipment 2 years Straight-line

Items financed under finance leases are recognised as non-current

assets as if they had been financed by means of borrowings

when the leases substantially transfer to the Group all the risks

and rewards inherent to ownership of these assets.

In compliance with IAS 17, the main criteria used for assessing

finance leases are as follows:

❯ the relationship between the useful lives of the assets leased

and the lease term;

❯ the comparison between future payments and the asset’s

fair value;

❯ the existence of a clause for transfer of ownership or a purchase

option;

❯ the specific nature of the asset.

Significant non-current assets transferred through a leaseback

arrangement are retained in the statement of financial position

at their original value and continue to be depreciated. The

corresponding obligations to the lessors are recognised in

borrowings. Lease payment instalments are broken down between

repayment of the principal and borrowing costs.



3


1.4.4. Impairment of assetsIAS 36 establishes the procedure to be followed by an enterprise

in order to ensure that the carrying amount of its assets does

not exceed their recoveable amount, i.e. the amount recovered

through their use or sale.

When it is not possible to determine the recoverable value of the

assets individually, the assets are combined into cash generating

units (CGUs) for which this value is then determined.

Other than for goodwill and intangible assets with an indefinite

life that are subject to systematic annual impairment tests, the

recoverable value of an asset is estimated whenever there are any

indicators showing that this asset might have been impaired. The

impairment indicators are reviewed at the end of each reporting

period.

Le Bélier Group’s CGUs are based on its operational organisation

by business. A cash-generating unit is the smallest identifiable

group of assets that generates cash inflows from continuing use

that are largely independent of the cash inflows generated by

other groups of assets (i.e. production sites).

Non-current assets (goodwill, intangible assets and property,

plant and equipment) are impaired when, because of events or

circumstances occurring in the period (obsolescence, physical

deterioration, significant changes in the method of use, weaker-

than-expected performances, decline in revenue or other external

indicators, etc.), their recoverable amount is considered to be

durably lower than the carrying amount.

The recoverable amount is defined as the higher of fair value less

costs to sell and value in use.

Fair value less costs to sell represents the best estimate of the

amount obtainable from the sale of an asset in an arm’s length

transaction between knowledgeable, willing parties. This estimate

is determined on the basis of available market information and

taking into account specific situations.

The value in use used by the Group corresponds to the value of

the expected future economic benefits derived from an asset’s

use and subsequent disposal. This is determined on the basis of

the present value of the future cash flows of each CGU, including

goodwill. Such amounts are determined by reference to economic

assumptions and projections of operating conditions used by

Group management.

Assets or groups of assets are tested for impairment by comparing

their recoverable amount with their carrying amount. When a

write-down is considered necessary, the amount recognised is

equal to the difference between the carrying amount and the

recoverable amount.

When reversing impairment provisions, the amount reversed must

not exceed the carrying amount of the asset that would have

been recorded if no impairment losses had been recognised in

prior periods. Impairment recognised in respect of goodwill is

never reversed.

1.4.5. InventoriesIn accordance with IAS 2, inventories are measured at the lower

of cost and net realisable value.

Goods purchased for resale and supplies are measured at

acquisition cost, comprising the purchase price and incidental

expenses.

Products and work-in-progress are measured at production

cost, comprising purchases consumed and direct and indirect

production costs based on normal activity.

Finished goods and tooling and parts in progress are valued at

the lower of production cost and realisable value.

The principles applied in respect of impairment are as follows:

An impairment loss is recognised for raw materials, supplies,

consumables, packaging and finished goods to take into account

a potential net realisable value, inventories to be written down

being identified based on criteria for slow inventory turnover.

1.4.6. Financial assets and liabilities – financial instruments

1.4.6.1. FINANCIAL ASSETS

Financial assets included in the scope of IAS 39 are classified,

according to the case, as financial assets at fair value through

profit or loss, loans and receivables, held-to-maturity investments

or available-for-sale financial assets.

The Group determines the classification of its financial assets on

initial recognition and, when authorised and appropriate, reviews

this classification at the end of each financial year.

The Group does not have any held-to-maturity investments or

available-for-sale financial assets.

Financial assets are measured at fair value on initial recognition.

Receivables

Receivables are measured at face value.

An impairment loss is recorded, on a case-by-case basis, when

there is a risk of non-collection.

As part of recurring or one-off operations, trade receivables may

be discounted and assigned to banking institutions. During such

operations, an analysis is performed to measure the transfer of

risks and rewards inherent to ownership of these receivables. If

this review indicates that substantially all these risks and rewards

have been transferred, the trade receivables are de-recognised

from the statement of financial position and all the rights created

or retained during the transfer are recognised, where applicable.

In the reverse situation, the trade receivables continue to be

recognised in the statement of financial position and a financial

liability is recognised in current bank facilities for the discounted

amount.




1.4.6.2. BANK BORROWINGS

All borrowings are recorded at fair value on initial recognition, less

any directly attributable transaction costs.

Subsequent to initial recognition, interest-bearing liabilities are

stated at amortised cost using the effective interest rate method.

Gains and losses are recognised in profit or loss when the liability

is de-recognised, using the amortised cost method.

1.4.6.3. SHORT-TERM INVESTMENT SECURITIES AND CASH AND CASH EQUIVALENTS

Short-term investment securities are readily convertible into

known amounts of cash and are subject to an insignificant risk

of changes in value. They are recognised at fair value at the end

of the reporting period.

1.4.6.4. FINANCIAL DERIVATIVES AND HEDGE ACCOUNTING

The Group uses financial derivatives such as forward currency

agreements, interest rate swaps and currency swaps in order

to hedge against the risks associated with interest rates and

movements in foreign exchange rates. These financial derivatives

are initially recognised at fair value as soon as the contract is

negotiated and are subsequently measured at fair value.

Derivatives are recognised as financial assets when the fair value

is positive and as financial liabilities when the fair value is negative.

The fair value of forward currency agreements represents the

difference between the forward exchange rate and the contract

rate. The forward exchange rate is calculated by reference to

current rates for contracts with similar maturity profiles. The fair

value of interest rate swaps and currency swaps is determined

by reference to market values for similar instruments.

For the purposes of hedge accounting, hedges are classified as:

❯ fair value hedges when they hedge the exposure to changes

in the fair value of a recognised asset or liability; or

❯ cash flow hedges when they hedge the exposure to changes

in cash flows as a result of a specific risk associated with a

recognised asset or liability.

Fair value hedges:

Changes in the fair value of a derivative classified as a fair value

hedge are recognised in profit or loss. Changes in the fair value

of the hedged item that are attributable to the hedged risk adjust

the carrying amount of the hedged item and are also recognised

in profit or loss.

Cash flow hedges:

The profit or loss corresponding to the effective part of the hedging

instrument is recognised directly in equity, while the ineffective

part is recognised in profit or loss.

1.4.7. Transactions denominated in foreign currency

You are reminded that the Group’s functional and reporting

currency is the euro.

Recognition and measurement of foreign currency transactions are

governed by IAS 21, Effects of changes in foreign exchange rates.

In accordance with this standard, transactions denominated in

foreign currency are translated by the subsidiary into its functional

currency at the exchange rate prevailing on the transaction date.

Payables and receivables in foreign currency are measured at

the exchange rate prevailing at the end of the reporting period

and any differences are recognised directly in financial income

and expense.

Foreign exchange gains and losses arising on the translation of

the financial statements of foreign subsidiaries are recognised in

“Translation adjustments”. This heading is also used to record

the effects of net investments in foreign subsidiaries.

The translation method used is as follows: items in the statement of

financial position are translated at the closing exchange rate, while

income statement items are translated at the average exchange

rate, with any differences being recorded directly in equity as

translation differences.

1.4.8. Deferred taxIn compliance with IAS 12, Income Taxes, deferred tax assets

and liabilities are recognised on temporary timing differences

between the carrying amounts of assets and liabilities and their

tax bases, using the liability method, on the basis of the tax rate

that is most likely to apply on the date of reversal.

For each tax entity:

❯ deferred tax assets and liabilities are offset in order to establish

a net position;

❯ deferred tax assets on temporary differences or on losses

carried forward are recognised only up to the amount of the

net deferred tax liability when they are unlikely to be recovered.

In compliance with IAS 12, deferred tax assets and liabilities are

not discounted.

1.4.9. Investment grantsThe Group may receive investment grants in connection with

its activities.

These grants are recognised at their gross amount in “Other

non-current liabilities”.

They are released to the income statement, in “Other operating

income”, according to the same pattern as for the depreciation

charges on the equipment financed by the grants.



3


1.4.10. Non-current provisions and liabilitiesProvisions are recognised at the end of the reporting period when

the Group has a present obligation as a result of a past event

that is likely to result in an outflow of resources whose timing is

still uncertain at the end of the reporting period but for which the

amount of the obligation can be reliably estimated.

1.4.11. Employee benefitsIn accordance with IAS 19, Employee Benefits, all identified benefits

granted to personnel are recognised. These include, notably,

retirement indemnities and termination benefits.

These employee benefits are subject to an annual actuarial

valuation based on:

❯ assumptions concerning inflation, wage increases, returns on

plan assets and the rates used to discount the obligations.

These assumptions may change from one year to the next;

❯ differences between these assumptions and actual outcomes.

The gross amount of these benefits is recognised in the statement

of financial position in “Non-current provisions” while changes

during the year are recognised in the income statement in “Net

charge to provisions” and “Other financial income and expense”

for the amount corresponding to financial expenses, with the

exception of actuarial gains and losses on retirement indemnities,

which are recognised in equity.

1.4.12. Share-based paymentsCertain Group employees and corporate officers benefit from stock

purchase option plans and plans for the allocation of free shares.

In accordance with IFRS2, Share-based Payment, these plans

are recognised as transactions settled in equity instruments. As

such, the fair value of the options is measured on the grant

date and is recognised in staff costs in the income statement by

spreading it over the period in which the rights are vested by the

beneficiaries, with a corresponding increase in the net position

in a specific account.

1.4.13. Recognition of revenue from ordinary activities

For parts, income is recognised on delivery, or on the basis of

consumption in the case of consignment stock.

For toolmaking, income is recognised on acceptance of the

standard product designs by the customer.

This income is recognised in “Revenue”.

1.4.14. Other operating income and expensesThe Group uses current operating profit as the main performance

indicator and draws on the provisions of CNC recommendation

2009-R03 for its definition.

This financial aggregate corresponds to the operating profit of

companies controlled before taking into account “Other operating

income and expenses”.

This latter item comprises income and expenses of a material

amount that are considered as non-recurring or unusual.

In particular, these relate to:

❯ income and expenses directly attributable to business

combinations, other than those relating to the issuance of

debt or capital securities, and those relating to the disposal

of subsidiaries;

❯ the cost of restructuring measures, being mainly the cost of

staff departures, external charges generated by these measures

and site closure costs;

❯ changes in provisions raised for these restructurings, e.g.

provisions for the business rescue plan (plan de sauvegarde de

l’emploi – PSE) and the manpower plan (gestion prévisionnelle

de l'emploi et des compétences – GPEC).

The costs provisioned include pay in lieu of notice, contractual and

statutory redundancy payments, voluntary redundancy payments,

financial assistance for the creation or acquisition of a business,

mobility allowances, outplacement services costs, training

expenses and travel costs for staff covered by the agreement.

The provisions do not include costs for the retraining or relocation

of staff retained:

❯ changes in provisions for asset impairment following sharp

declines in activity and litigation provisions of an unusual or

non-recurring nature;

❯ any material litigation, not directly linked to the Group’s

operations.

1.4.15. Earnings per shareEarnings per share are calculated by dividing Group net income

by the weighted average number of ordinary shares in issue

during the period.

The weighted average number of ordinary shares in issue during

the period is the number of ordinary shares in issue at the start of

the period, adjusted for the number of ordinary shares redeemed

or issued during the period, multiplied by a time-based weighting

factor.

Diluted earnings per share are determined by dividing Group net

income by the total weighted average number of shares in issue

during the period plus the total number of any diluting instruments.

1.4.16. Cash and cash equivalentsCash and cash equivalents recognised in the statement of financial

position comprise cash at bank, cash in hand and short-term

deposits with an original term of three months or less.

For the purposes of the consolidated cash flow statement,

cash and cash equivalents comprise cash and cash equivalents

as defined above, net of current bank facilities and short-term

financing.

1.4.17. Investment propertyInvestment property is recognised at historical cost less cumulative

depreciation and impairment.

These buildings are depreciated over a period not exceeding

25 years.




2. Consolidation scope

2.1. Changes in the consolidation scopeNone.

2.2. List of consolidated companies

COMPANY (Business) Abbreviation Registered office

French company registration number

(SIRET)

31/12/2015

Control (%) Ownership (%)

LE BÉLIER S.A.(Holding company)

FB VERAC (33), FRANCE 39362977900017 100.00% 100.00%

FONDERIES ET ATELIERS DU BÉLIER (Foundry for light alloys)

FAB VERAC (33), FRANCE 59615014400019 100.00% 100.00%

LE BÉLIER DALIAN(Foundry for light alloys)

LBD DALIAN, CHINA Foreign subsidiary 100.00% 100.00%

LE BÉLIER HONGRIE SA(Foundry for light alloys)

LBH AJKA, HUNGARY Foreign subsidiary 100.00% 100.00%

BSM HUNGARY MACHINING Ltd(Machining)

BSM SZOLNOK, HUNGARY Foreign subsidiary 100.00% 100.00%

LBQ FOUNDRY Sa de CV(Foundry for light alloys)

LBQ QUERETARO, MEXICO Foreign subsidiary 100.00% 100.00%

BQ MACHINING Sa de CV(Machining)

BQM QUERETARO, MEXICO Foreign subsidiary 100.00% 100.00%

LE BÉLIER KIKINDA(Foundry for light alloys)

LBK KIKINDA, SERBIA Foreign subsidiary 100.00% 100.00%

LBO(Equipment leasing)

LBO VERAC (33), FRANCE 40307761300012 100.00% 100.00%

HDPCI(Holding company)

HDPCI HONG KONG Foreign subsidiary 100.00% 100.00%

LE BÉLIER LUSHUN(Foundry for light alloys)

LBL LUSHUN, CHINA Foreign subsidiary 100.00% 100.00%

LE BÉLIER WUHAN(Foundry for light alloys)

LBW WUHAN, CHINA Foreign subsidiary 100.00% 100.00%

LE BÉLIER MOHACS(Foundry for light alloys)

LBM MOHACS, HUNGARY Foreign subsidiary 100.00% 100.00%

❯ Le Bélier is an active holding company, providing services on

behalf of the Group.

❯ HDPCI, a wholly-owned subsidiary of Le Bélier, is the holding

company of three companies (LBL, LBW and LBM).

❯ The other consolidated subsidiaries are involved in the

fabrication of aluminium parts for components manufacturers

and automotive manufacturers, except for LBO, which leases

equipment.

2.3. Non-consolidated companiesNone.



3


3. Notes to the consolidated financial statementsAll amounts are expressed in thousands of euros.

3.1. Consolidated income statement

3.1.1. Consolidated revenue by activity

2015 2014 Change

Foundries 270,660 213,234 26.9%

Machining 32,254 31,656 1.9%

Toolmaking 10,781 9,212 17.0%

Other(1) 4,763 4,647 2.5%

TOTAL 318,458 258,749 23.1%

(1) Includes notably the provision of services.

3.1.2. Other operating incomeIn accordance with IAS 20, the tax credit for competitiveness and employment (crédit d’impôt compétitivité emploi – CICE) has been

recognised as a grant and is included in “Other operating income” for an amount of €297 thousand in 2015 and €320 thousand in 2014.

3.1.3. Staff costs and number of employees of consolidated companies3.1.3.1. STAFF COSTS

2015 2014 Change

Wages and salaries 39,183 33,013 18.7%

Social security charges 12,056 11,134 8.3%

Other staff costs 5,756 4,306 33.7%

TOTAL STAFF COSTS 56,995 48,453 17.6%

In 2015, €2.2 million of staff costs related to performance share

plans, being €1.9 million for the fair value of benefits awarded

and €0.3 million for supplementary profit sharing.

In 2014, these performance share plans were recognised in staff

costs for an amount of €2.5 million, €1.3 million for the fair value

of benefits awarded, €0.9 million for employer contributions and

a €0.3 million supplement to the profit sharing agreement.

Costs relating to temporary and external staff are recorded in

“External charges” and represented an amount of €4,018 thousand

in 2015 and €5,537 thousand in 2014.

3.1.3.2. NUMBER OF EMPLOYEES AVAILABLE (INCLUDING TEMPORARY STAFF)

Year end Average

By country 31/12/2015 31/12/2014 2015 2014

France 243 286 278 322

Hungary 1,527 1,271 1,451 1,252

Serbia 602 557 596 534

China 784 399 781 405

Mexico 450 431 447 434

TOTAL 3,606 2,944 3,553 2,947

By type

Direct labour 2,354 1,949 2,349 1,955

Indirect labour 922 727 889 721

Administrative staff 330 268 315 271

TOTAL 3,606 2,944 3,553 2,947

Note: the headcount above for 2014 is presented excluding the acquisition of the HDPCI group; the additional corresponding headcount

is 490 at 31 December 2014.




3.1.4. Research and development costsIn 2015, the amount of research and development costs

recognised directly in profit or loss was €166 thousand, including

€50 thousand of staff costs, compared with €223 thousand and

€139 thousand respectively in 2014.

Furthermore, in 2015, the Group recorded income of €388 thousand

in “Other operating income” in respect of a research tax credit in

France compared with €349 thousand in 2014.

3.1.5. Net charges to provisionsThis item can be analysed as follows:

2015 2014

Additions ReversalsNet (additions)

reversalsNet (additions)

reversals

Impairment of receivables 0 0 0 59

Provision for contingencies and expenses (376) 134 (242) 41

TOTAL NET (ADDITIONS) REVERSALS (376) 134 (242) 100

Note: net impairment of inventories is included as follows:

❯ for inventories of materials and consumables, a charge of

€185 thousand in “Purchases consumed”;

❯ for inventories of work-in-progress and finished goods, a charge

of €2 thousand in “Change in inventory of work-in-progress

and finished goods”.

3.1.6. Other current operating income and expenses

In 2015, other current operating income amounted to

€803 thousand and other current operating expenses totalled

€1,027 thousand.

3.1.7. Other operating income and expensesIn 2015, other operating income and expenses represented

a charge of €624 thousand compared with a charge of

€987 thousand in 2014.

During the year, this item included an expense of €596 thousand

for net charges for impairment of non-current assets in France

linked to the scheduled shutdown of certain long series automotive

projects and an expense of €28 thousand for impairment of stocks

of consumables.

3.1.8. Net financial income (expense)

2015 2014

Income from cash and cash equivalents 212 301

Borrowing costs (2,241) (1,971)

Net finance costs (2,029) (1,670)Realised currency gains (losses) 834 (655)

Unrealised currency gains (losses) (676) 91

Other financial income (expenses) 5 0

Other financial income and expenses 163 (564)NET FINANCIAL EXPENSE (1,866) (2,234)

Since 1 January 2011, the information available on the Hungarian and Serbian subsidiaries is such that the euro can be used as the

functional currency of these subsidiaries, in accordance with IAS 21.

❯ Amounts recycled during the year out of equity: nil.

❯ Positive and negative cash flows relating to net financial expense:

2015 2014

Financial income received 212 301

Financial income not received - -

TOTAL INCOME FROM CASH AND CASH EQUIVALENTS 212 301

Financial expenses disbursed (2,155) (1,890)

Financial expenses not disbursed (86) (81)

TOTAL BORROWING COSTS (2,241) (1,971)

Financial expenses not disbursed essentially relate to interest on staff benefits.



3


3.1.9. Corporation tax3.1.9.1. ANALYSIS OF THE TAX CHARGE

2015 2014

Current tax income (charge) (8,455) (5,592)

Deferred tax income (charge) 292 511

TOTAL TAX INCOME (CHARGE) (8,163) (5,081)

The current tax charge relates mainly to the Hungarian, Chinese

and Serbian companies that generate taxable profits.

The losses of the French companies are not subject to recognition

of a deferred tax asset due to the lack of sufficient certainty on

their recoverability.

A deferred tax asset was recognised at 31 December 2014 in

respect of the tax losses in Mexico. At 31 December 2015, given

the profit generated during the year, this entire deferred tax asset

relating to tax losses was reversed, generating a deferred tax

charge of €596 thousand. However, a new deferred tax asset

was recognised in 2015 in respect of the temporary differences

relating to deprecation periods. The corresponding deferred tax

income amounts to €134 thousand.

3.1.9.2. DEFERRED TAX RATES

2015 2014

China 25% 25%

Hungary LBH 17% 17%

Hungary BSM 17% 16%

Hungary LBM 10% 10%

France 33.33% 33.33%

Mexico 30% 30%

Serbia 15% 15%

3.1.9.3. TAX PROOF

2015 2014

Income before tax 31,636 21,852

Theoretical tax (33.33%) (10,544) (7,283)Deferred tax assets not recognised on losses for the period (262) (78)

Impact of differences in tax rates 3,484 2,974

Impact of permanent and other differences (841) (694)

CORPORATION TAX RECOGNISED (8,163) (5,081)

3.1.10. Earnings per share

2015 2014

Net income (in thousands of euros) (A) 23,480 16,771Number of shares at 1 January 6,582,120 6,582,120

Number of shares created during the year 0 0

Number of shares at year end 6,582,120 6,582,120

Number of treasury shares 618,748 512,556

Adjusted weighted average number of ordinary shares for earnings per share (B) 5,963,372 6,069,564Number of dilutive instruments (stock purchase options and free share plan)(1) 123,617 130,675

Adjusted weighted average number of ordinary shares for diluted earnings per share (C) 6,086,989 6,200,239Earnings per share (in euros) (A x 1,000/B) 3.94 2.76

Diluted earnings per share (in euros) (A X 1,000/C) 3.86 2.70

(1) In 2015, like in 2014, the stock purchase options have not been used as the exercise price is higher than the average price of the treasury shares purchased

and earmarked for the stock purchase option plan.




3.1.11. EBITDALE BÉLIER has defined this indicator as follows:

EBITDA: current operating income plus net charges for

depreciation, amortisation and impairment (excluding impairment

of current assets), less reversals of investment grants, less the

net profit or loss on the sale of assets, excluding performance

share plans ad excluding employee profit sharing.

In thousands of euros

Statement of financial position at 31/12/2014

Published

Impacts of the allocation of goodwill on acquisition of

the HDPCI group

Statement of financial position at 31/12/2014

revised

AssetsGoodwill 14,383 (910) 13,473

Technical installations (gross amount) 156,094 1,115 157,209

Other property, plant and equipment (gross amount) 25,236 98 25,334

LiabilitiesDeferred tax liabilities 1,162 303 1,465

2015 2014

Current operating income 34,133 25,073Net charge for depreciation and amortisation on non-current assets 13,620 11,096

Net charge for contingencies and expenses (excluding impairment of current assets) 242 (41)

Reversals of investment grants (253) (199)

Gains on sales of non-current assets 1 23

Elimination of costs of non-disbursed performance share plans in staff costs 1,891 1,312

Elimination of costs of performance share plans in staff costs to be disbursed 282 1,166

EBITDA BEFORE TOTAL COST OF PERFORMANCE SHARE PLANS 49,916 38,430

3.2. Consolidated statement of financial position

3.2.1. Goodwill

31/12/2015 31/12/2014 revised 31/12/2014 published

Gross amount 13,473 13,473 14,383

Impairment 0 0 0

Net amount 13,473 13,473 14,383Analysis by company

not yet allocated(1) 0 0 13,833

LBL-LBW(2) 12,923 12,923 0

LBH 66 66 66

BSM 453 453 453

BMP 0 0 0

LBK 31 31 31

TOTAL 13,473 13,473 14,383

(1) On 29 July 2014, Le Bélier acquired the HDPCI group for an amount of €27,800 thousand. The net position of the sub-group acquired amounting to

€13,967 thousand on 31 July 2014, the goodwill on consolidation generated by this operation came to €13,833 thousand and had been provisionally recorded

in goodwill at 31 December 2014.

(2) Treatment of goodwill on consolidation: defi nitive allocation.

The Group deemed that no intangible asset was to be generated

during the year in which the acquisition price was allocated to

the assets and liabilities.

Analysis of the property, plant and equipment led to the

remeasurement of certain assets of the Chinese company LBL

based on their replacement costs. The lines “Technical installations”

and “Other property, plant and equipment” were thus revalued (in

cost terms) by an amount of €1,115 thousand and €98 thousand

respectively.

Goodwill was thus reduced by €910 thousand (after the impact

of deferred tax liabilities).

The remaining goodwill, being €12,923 thousand, was allocated to

the economic group represented by the two Chinese subsidiaries

LBL and LBW.

These operations were recognised in the statement of financial

position at 31 December 2014, prompting the Group to present a

revised statement of financial position. The table below shows the

operations carried out and their impacts on the lines concerned:



3


3.2.2. Intangible assets and property, plant and equipment (cost)3.2.2.1. COST AT 31 DECEMBER 2014 (INCLUDING GOODWILL)

Movements during the year 31/12/2013Changes in

scopeTranslation differences Acquisitions Disposals 31/12/2014

Goodwill 550 13,833 14,383Development costs(1) 565 (10) 679 1,234

Concessions and patents(2) 5,578 750 66 387 (442) 6,339

Other intangible assets 0 0

Advances and payments on account 0 293 293

Other intangible assets 6,143 750 56 1,359 (442) 7,866Land(2) 3,142 415 (48) 3,509

Buildings and fixtures and fittings(2) 36,837 5,406 (463) 1,481 (326) 42,935

Technical installations(2) 146,764 5,551 (3,367) 15,536 (8,390) 156,094

Other property, plant and equipment,

assets in progress and advances and

payments on account(2) 17,942 2,326 (487) 9,217 (3,762) 25,236

Property, plant and equipment 204,685 13,698 (4,365) 26,234 (12,478) 227,774TOTAL NON-CURRENT ASSETS 211,378 28,281 (4,309) 27,593 (12,920) 250,023

(1) Amounting to €1,048 thousand at the year end, development costs essentially concerned the NODE(*) project and development of the production process.

The items capitalised essentially comprise the payroll relating to this project. The amortisation period used is fi ve years. At 31 December 2014, they had not

yet been brought into service.

(2) Including non-current assets fi nanced under fi nance leases of €40,004 thousand at the end of the reporting period.

(*) NODE: The NODE project is attached to a major platform of a large European carmaker. It involves production of chassis parts weighing in the region of 8kg

that require a cored foundry process. Volumes are expected to reach 800,000 parts per annum.

3.2.2.2. COST AT 31 DECEMBER 2015 (INCLUDING GOODWILL)

Movements during the year31/12/2014

revisedTranslation differences Acquisitions Disposals 31/12/2015

Goodwill(1) 13,473 13,473Development costs(2) 1,234 2 870 2,106

Concessions and patents(3) 6,339 56 603 (4) 6,994


Advances and payments on account 293 (168) 125

Other intangible assets 7,866 58 1,305 (4) 9,225Land(3) 3,509 (76) 3,433

Buildings and fixtures and fittings(3) 42,935 223 1,088 (18) 44,228

Technical installations(3) 157,209 (78) 12,872 (2,469) 167,534


assets in progress and advances and payments

on account(3) (4) 25,334 155 5,629 (173) 30,945

Property, plant and equipment 228,987 224 19,589 (2,660) 246,140TOTAL NON-CURRENT ASSETS 250,326 282 20,894 (2,664) 268,838

(1) Goodwill: see Note 3.2.1.

(2) Over the period, the Group capitalised an additional amount of €870 thousand corresponding to staff costs allocated to the NODE project. At 31 December

2015, the total amount carried in assets was €1,918 thousand. At 31 December 2015, they had not yet been brought into service. Long series start-up is

expected to take place in 2016.


(4) Assets in progress acquired during the period mainly correspond to equipment intended for the launch of new products and which will be brought into

service shortly, such as NODE.




3.2.3. Amortisation, depreciation and impairment of intangible assets and property, plant and equipment

3.2.3.1. AMORTISATION, DEPRECIATION AND IMPAIRMENT AT 31 DECEMBER 2014

Movements during the year 31/12/2013Changes in

scopeTranslation differences

Amortisation and

depreciation

Reversals (on

disposals)Impairment provisions

Reversals of impairment provisions 31/12/2014

Goodwill 0 0Development costs 166 (10) 9 165

Concessions and patents(1) 4,457 101 (22) 379 (443) 4,472


Other intangible assets 4,623 101 (32) 388 (443) 0 0 4,637Land(1) 0 0

Buildings and fixtures and fittings(1) 20,156 644 (479) 1,588 (267) 56 (32) 21,666

Technical installations(1) 115,055 2,314 (2,867) 8,599 (7,905) 705 (363) 115,538


assets in progress and advances

and payments on account(1) 9,907 358 (230) 521 (2,865) (1,000) 6,691

Property, plant and equipment 145,118 3,316 (3,576) 10,708 (11,037) 761 (1,395) 143,895TOTAL NON-CURRENT ASSETS 149,741 3,417 (3,608) 11,096 (11,480) 761 (1,395) 148,532

(1) Including amortisation and depreciation of non-current assets fi nanced under fi nance leases of €29,925 thousand at the end of the reporting period.

3.2.3.2. AMORTISATION, DEPRECIATION AND IMPAIRMENT AT 31 DECEMBER 2015

Movements during the year 31/12/2014Translation differences

Amortisation and

depreciationReversals (on

disposals)Impairment provisions

Reversals of impairment provisions 31/12/2015

Goodwill 0 0Development costs 165 2 7 174

Concessions and patents(1) 4,472 (6) 554 (4) 5,016


Other intangible assets 4,637 (4) 561 (4) 0 0 5,190Land(1) 0 102 102

Buildings and fixtures and fittings(1) 21,666 (26) 1,766 (21) (5) 23,380

Technical installations(1) 115,538 (63) 10,697 (2,259) 597 (203) 124,307

Other property, plant and equipment, assets

in progress and advances and payments on

account(1) 6,691 53 580 (173) 7,151

Property, plant and equipment 143,895 (36) 13,043 (2,453) 699 (208) 154,940TOTAL NON-CURRENT ASSETS 148,532 (40) 13,604 (2,457) 699 (208) 160,130




3


3.2.4. Leases3.2.4.1. CARRYING AMOUNT OF NON-CURRENT ASSETS UNDER FINANCE LEASES

At 31 December 2015:

Type of asset under finance lease CostAmortisation and

depreciation Carrying amount

Concessions, patents and licences 2,204 2,021 183

Land 730 0 730

Buildings 12,433 7,321 5,112

Equipment 23,874 20,975 2,899

Non-current assets in progress 102 102 0

TOTAL 39,343 30,419 8,924

At 31 December 2014:

Type of asset under finance lease CostAmortisation and

depreciation Carrying amount

Concessions, patents and licences 2,204 1,754 450

Land 727 0 727

Buildings 12,405 6,928 5,477

Equipment 24,566 21,166 3,400

Non-current assets in progress 102 77 25

TOTAL 40,004 29,925 10,079

The finance leases entered into by the Group relate to property and IT and industrial equipment.

They do not include any conditional lease payments and do not provide for sub-letting.

3.2.4.2. MINIMUM FUTURE PAYMENTS UNDER FINANCE LEASES

31/12/2015 31/12/2014

Present value Interest payableMinimum future

payments Present value Interest payableMinimum future

payments

Due within 1 year 1,289 206 1,495 1,512 252 1,764

Due between 1 and 5 years 3,274 525 3,799 3,803 647 4,450

Due in more than 5 years 1,777 36 1,813 2,296 127 2,423

TOTAL 6,340 767 7,107 7,611 1,026 8,637

3.2.4.3. LEASE PAYMENTS RECOGNISED IN THE INCOME STATEMENT

Operating lease payments recognised in the income statement amounted to €1,617 thousand in 2015 compared with €1,486 thousand

in 2014.




3.2.5. Impairment of assetsIn accordance with the principle explained in Note 1.4.3, the

carrying amount of each group of assets corresponding to each

production site, including related goodwill, has been compared

with their value in use, which is equal to the sum of the discounted

future net cash flows expected for each group of assets.

Discounting of the future cash flows was based on the Group’s

2016-2019 medium-term plan, compiled at the end of 2015, and

the latest budget assumptions, applying:

❯ a discount rate of 10% in France, 11% in Hungary, 12% in

Serbia, 13% in Mexico and China (compared with a single

rate of 10% in 2014); and

❯ a growth rate to infinity of 0.5% (this parameter being

unchanged from 2014).

The test performed at the end of 2015 provided confirmation of

the value of goodwill and other non-current assets in the statement

of financial position.

The test’s sensitivity to changes in the assumptions used to determine the value in use of the asset groups tested at the end of 2015

gave the following results for the two sites with the lowest test margin:

(Value in millions of euros)Test margin

(value in use – carrying amount)

Impact on the value in use of a 0.5pp decrease

in the growth rate to infinityImpact on the value in use of

a p increase in the discount rate

Site 1 0.2 -0.5 -0.6

Site 2 0.9 -0.6 -1.3

Individual impairment of intangible assets and property, plant and

equipment was also recognised during prior years, based on a

technical analysis of each industrial facility. This concerns assets

whose future use by the Group is uncertain due to, for example,

their use being discontinued or their technical obsolescence.

The main movements recognised during the period were as follows:

Provisions for impairment 31/12/2014Changes in

scopeTranslation differences

Charges for impairment(1) Reversals 31/12/2015

On goodwill 0 0

On intangible assets and property, plant

and equipment 1,731 7 699 (208) 2,229

On financial assets 0 0

On inventories 2,105 (24) 759 (544) 2,296

On trade and other receivables 211 211

TOTAL 4,047 0 (17) 1,458 (752) 4,736

(1) Charges to provisions for impairment of non-current assets in France concern land for an amount of €102 thousand and certain industrial equipment for

€597 thousand following the gradual shutdown of certain facilities. The corresponding expense in the income statement is shown in the line “Other operating

expenses”.

3.2.6. Inventories

31/12/2015 31/12/2014

Gross amount 31,206 30,710

Impairment (2,296) (2,105)

NET AMOUNT 28,910 28,605

Analysis by type:

31/12/2015 31/12/2014

Raw materials and supplies 7,837 7,408

Goods in progress 7,174 6,988

Intermediate and finished goods 13,899 14,209

TOTAL INVENTORIES 28,910 28,605



3


3.2.7. Trade receivables

31/12/2015 31/12/2014

Gross amount 58,712 52,038

Impairment (211) (211)

NET AMOUNT 58,501 51,827

Receivables assigned under factoring agreements in France

are recognised in trade receivables, with an equivalent amount

of borrowings recorded in current bank facilities, being

€1,861 thousand at 31 December 2015 and €1,864 thousand

at 31 December 2014.

All the risks (credit, late payment, dilution) on these assigned

receivables are retained.

The liability will be repaid via the collection of transferred receivables,

with recourse against the assignor on the risks.

Analysis of receivables overdue but not written down at the year end:

In thousands of euros Total

Not overdue and not written

down Overdue but not written down

< 30 days 30-60 days 60-90 days 90-120 days > 120 days

2015 58,501 54,579 4,070 273 156 37 (615)

2014 51,827 45,419 6,162 417 406 (13) (564)

3.2.10. Financial derivatives (assets)There were no financial derivative assets at 31 December 2014.

At 31 December 2015, this line comprised €801 thousand

corresponding to the fair value of interest rate and currency hedging

instruments on borrowings in Hungary (see also Note 3.2.12 on

borrowings and Notes 4.2 on hedging and currency instruments).

3.2.11. Shareholders’ equity3.2.11.1. SHARE CAPITAL

The share capital is comprised of 6,582,120 ordinary shares with

a nominal value of €1.52 per share. There were no changes in

the share capital during the period.

3.2.8. Current operating assets

31/12/2015 31/12/2014

Supplier advances 923 649

Amounts due to government bodies, staff and others 7,486 8,091

Prepaid expenses 393 385

Other current assets 8,802 9,125Current tax asset (current tax receivable) 2,555 1,402TOTAL 11,357 10,527

The research tax credit receivable for 2015 of €388 thousand and the CICE of €297 thousand are included in “Current tax asset”.

3.2.9. Cash and cash equivalents

31/12/2015 31/12/2014

Short-term investment securities 19,050 7,421

Cash 51,094 31,929

Short-term investment securities and cash 70,144 39,350Current bank facilities (9,325) (13,221)

NET CASH 60,819 26,129

The short-term investment securities are risk-free instruments with short maturities and are available.

The current bank facilities and short-term financing include factoring debts.




The Group’s policy involves maintaining a solid capital base in

order to preserve shareholder and investor confidence and to

support its growth. The Board of Directors aims to ensure an

appropriate return on capital employed and level of dividends

paid to the shareholders.

3.2.11.2. STOCK PURCHASE OPTIONS AND ALLOCATION OF FREE SHARES IN FAVOUR OF EMPLOYEES

a) Stock purchase option plan of 28 June 2011 (Plan SO no. 1)

The Board of Directors meeting of 23 May 2013 noted that the

performance conditions set by the stock purchase option plan

put in place on 28 June 2011 by the Board pursuant to the


General Meeting of shareholders of 24 May 2011, had been

met in full. Consequently, these options can be exercised by the

beneficiaries present with effect from 28 June 2013, under the

conditions stipulated by the plan regulations.

Information on stock purchase options Plan SO no. 1

Meeting date 24/05/2011

Date of Board of Directors meeting 28/06/2011

Total initial number of shares that can be subscribed or purchased 365,308

of which, number that can be subscribed or purchased by the director corporate officers 209,190

including, Mr Philippe Dizier

including, Mr Thierry Rivez

of which, number that can be subscribed or purchased by the top 10 employee beneficiaries 93,138

Total number of beneficiaries at 31/12/2015 13

Option exercise start date 28/06/2013

Expiry date 28/06/2017

Subscription or purchase price 7.83

Number of shares subscribed/purchased at 31 December 2015 62,531

Total number of stock purchase options cancelled or lapsed 0

Remaining stock purchase options at 31 December 2015 302,777

At 31 December 2014, no options had been exercised.

At 31 December 2015, 62,531 options had been exercised.

b) Free allocation on 26 November 2013 by the SAS Galilée of shares in its company (creation of new shares) to employees of its subsidiary Le Bélier

The fair value of this plan was recognised in shareholders’ equity

for an amount of €168 thousand at 31 December 2015 (compared

with €267 thousand at 31 December 2014) with a corresponding

staff cost in the income statement.

c) Performance share plan of 11 June 2014 (performance plan no. 2)

Following review by and a favourable opinion from the Appointments

and Compensation Committee, the Board of Directors meeting

of 11 June 2014 approved the regulations of the plan for the

allocation of free shares and decided to allocate 131,642 free

shares representing 2% of the Company’s share capital.

The beneficiaries are the managing corporate officers, the executive

managers, the managers and similar of the French companies

and certain members of employee steering committees of the

foreign subsidiaries.

The split between the beneficiaries is made based on objective

criteria and pursuant to the AFEP/MEDEF code of corporate

governance, all allocations of free shares being subject to

performance conditions that are applicable to all beneficiaries.

The performance conditions are based on changes in the Group’s

consolidated economic value (incorporating concepts of EBITDA

and net borrowings) in 2014 and 2015 or on changes in the

stock market value.

Shares acquired free of charge must be retained by the beneficiary

in registered form for a period of two years with effect from the

vesting date.



3


Information on allocation of free shares Performance plan no. 2

Meeting date 22/05/2014

Date of Board of Directors meeting 11/06/2014

Total initial number of free shares allocated 131,642

of which, number of shares allocated to director corporate officers: 39,688

including, Mr Philippe Dizier 21,648

including, Mr Thierry Rivez 18,040

of which, number of shares allocated to the top 10 employees at 31/12/2015 43,426

Total number of beneficiaries at 31/12/2015 112

Shares vesting date(1) 11/06/2016

Date of end of retention period 11/06/2018

Performance conditions Economic value (basis: EBITDA,

net borrowings) or change in stock

market value

Number of shares having been definitively acquired at 31/12/2015 0

Total number of shares cancelled or lapsed(2) 8,025

Remaining free shares allocated at 31 December 2015 123,617

(1) Subject to the performance conditions being met.

(2) Cancellations correspond to shares allocated to individuals who left the Group prior to the fi nal vesting date.

The fair value of this plan is recognised in shareholders’ equity for

an amount of €1,723 thousand at 31 December 2015 (compared

with €1,045 thousand at 31 December 2014) with a corresponding

staff cost in the income statement.

In accordance with the provisions of Article L.225-197-1 II of

the French Commercial Code, it was decided at various Board

meetings that the managing corporate officers must retain in

registered form until such time as they cease to fulfil their functions

15% of the free shares allocated to them.

3.2.11.3. TREASURY SHARES

At 31 December 2015, the Group held 618,748 Le Bélier shares

amounting to €10,345 thousand (compared with 512,556 shares

amounting to €5,668 thousand at 31 December 2014).

In accordance with IAS 32, these treasury shares are recognised

as a deduction from shareholders’ equity.

3.2.11.4. DIVIDENDS PAID AND PROPOSED

At the General Meeting of 21 May 2015, it was agreed to distribute

a dividend out of 2014 earnings for an amount of €3,022 thousand,

which was paid on 18 June 2015.

The Board of Directors meeting of 22 March 2016 proposed the

distribution of a dividend out of 2015 earnings, for an amount

of €0.80 per share, which will be put to the vote at the General

Meeting of 19 May 2016.




3.2.12. Long-term borrowings3.2.12.1. CHANGES IN BORROWINGS DURING THE YEAR

31/12/2014

Translation differences

(hedged)Translation differences Increases Decreases 31/12/2015

Long-term borrowings 65,308 920 86 41,314 (24,107) 83,521 ■ equipment finance leases 3,213 290 (1,179) 2,324

■ property finance leases 4,398 (382) 4,016

■ bank loans(1) (2) 57,697 920 86 41,024 (22,546) 77,181

Other borrowings 0 0 0 0 0 0TOTAL MEDIUM- AND LONG-TERM

BORROWINGS 65,308 920 86 41,314 (24,107) 83,521

(1) Increase in bank borrowings:

During the period, the Group negotiated €41,024 thousand of new bank borrowings:

■ €16,420 thousand in France without covenants.

■ €20,083 thousand in Hungary, being €6,233 thousand without covenants and €9,850 thousand with the same covenant clauses as for the borrowings already

concerned at 31 December 2014.

■ €4,521 thousand in Mexico.

(2) Id entifi cation of the portion of bank borrowings benefi ting from hedging instruments.

In thousands of euros 31/12/2015 31/12/2014

Borrowings at amortised cost not subject to hedging instruments 51,786 57,697

Borrowings at amortised cost hedged by financial instruments 24,475 0

Translation differences hedged 920 0

TOTAL BANK BORROWINGS 77,181 57,697

Certain loan agreements entered into by the Group contain clauses

for early repayment in the event of failure to comply with certain

financial ratios calculated on the basis of the annual financial

statements, i.e. at 31 December 2015.

In compliance with IAS 1, Presentation of Financial Statements,

any borrowings due in more than one year that do not meet

these ratios would be reclassified in “Current portion of long-

term borrowings”.

At 31 December 2015, all covenants were met.

The instruments hedging bank borrowings are described in Note 4.2.

3.2.12.2. MATURITY ANALYSIS OF BORROWINGS

31/12/2015Due within

1 yearDue within

1 to 5 yearsDue in more than 5 years

Long-term borrowings 83,521 18,217 57,851 7,453 ■ equipment finance leases 2,324 889 1,435 0

■ property finance leases 4,016 400 1,839 1,777

■ bank loans(1) 77,181 16,928 54,577 5,676

Other borrowings 0 0 0 0TOTAL LONG-TERM BORROWINGS 83,521 18,217 57,851 7,453

(1) Covenants.

3.2.12.3. ANALYSIS OF LONG-TERM BORROWINGS BY REPAYMENT CURRENCY, AFTER IMPACT OF HEDGING

Repayment currency 31/12/2015 31/12/2014

Euros 79,311 65,308

Dollars 4,210 -

TOTAL 83,521 65,308



3


3.2.12.4. ANALYSIS OF LONG-TERM BANK BORROWINGS BY INTEREST RATE TYPE, AFTER HEDGING

31/12/2015 31/12/2014

Fixed rates 70,295 53,402

Variable rates 6,085 4,295

SUB-TOTAL 76,380 57,697

3.2.12.5. NET BORROWINGS

31/12/2015 31/12/2014

Long-term borrowings 83,521 65,309

Impact of fair value hedges (801) 0

82,720 65,309Current bank facilities and short-term financing 9,325 13,221

TOTAL GROSS BORROWINGS 92,045 78,530

Short-term investment securities and cash (70,144) (39,350)

TOTAL NET BORROWINGS 21,901 39,180

3.2.13. Deferred tax assets and liabilities

31/12/2015 31/12/2014 31/12/2014

Net Net Revised(1) Net Published

Finance leases (890) (924) (924)

Measurement of non-current assets and depreciation

and amortisation (251) (359) (56)

Employee benefits 825 811 811

Other temporary differences 390 (384) (384)

Other 195 182 182

Capitalisation of tax losses 192 263 263

Capitalisation of tax credit – Serbia 261 336 336

Capitalisation of tax losses and temporary differences due

to depreciation and amortisation periods in Mexico 134 596 596

TOTAL NET AMOUNT 856 521 824

Total deferred tax assets 1,722 1,986 1,986Total deferred tax liabilities (866) (1,465) (1,162)

(1) The comparative fi gures have been revised in connection with treatment of the goodwill relating to acquisition of the HDPCI group in 2014 (see Note 3.2.1 on

goodwill) to take into account €303 thousand of deferred tax liabilities linked to the revaluation of certain non-current assets of LBL.

During the year, the Group recorded income of €292 thousand in

profit or loss and a credit of €4 thousand in shareholders’ equity.

Given the earnings trend and the favourable outlook, a deferred

tax asset has been recognised:

❯ in Serbia, for an amount of €424 thousand at 31 December

2015, including €261 thousand linked to investment tax credits,

compared with an amount of €501 thousand at 31 December

2014 (including €336 thousand linked to investment tax credits);

❯ on one of the two subsidiaries in Mexico, all the tax losses

having been used up, the deferred tax asset recognised at

31 December 2014 was reversed, leading to a deferred tax

charge of €596 thousand for the year. Also, in respect of this

same subsidiary, a new deferred tax asset of €134 thousand

was recorded in 2015 for temporary differences linked to

depreciation and amortisation periods.

The Group did not recognise a deferred tax asset on the tax losses

over and above the net amounts of the deferred tax liabilities

for the French entities and the other Mexican subsidiary (when

they are chargeable among themselves), as it considered their

utilisation in the short term unlikely:

❯ in France, tax losses that did not give rise to a deferred tax

asset amounted to €20,631 thousand at 31 December 2015

compared with €30,241 thousand at 31 December 2014. The

tax losses can be carried forward indefinitely;

❯ In Mexico, tax losses that did not give rise to a deferred tax

asset amounted to €9,770 thousand at 31 December 2015

compared with €12,152 thousand at 31 December 2014.

They can be carried forward up to 10 years.




I MATURITY ANALYSIS OF DEFERRED TAX ASSETS NOT RECOGNISED

YearAmount

(in thousands of euros)

2017 275

2018 1,383

2023 376

2024 612

2025 285

Indefinite 6,876

3.2.14. Provisions3.2.14.1. CHANGES DURING THE YEAR

Provisions for contingencies and expenses 31/12/2014

Translation differences

Other changes(1) Additions

Reversals (provision

utilised)

Reversals (provision

not utilised) 31/12/2015

Customer/supplier disputes 178 (11) 83 250

Staff disputes 81 102 (24) (14) 145

Employee benefits 3,124 (8) 6 191 (74) (2) 3,237

Tax provisions 20 (20) 0

TOTAL 3,403 (19) 6 376 (98) (36) 3,632

of which, current operating income 376 (98) (36)

of which, other operating income and expenses (restructuring) 0 0 0

of which, net financial income 0 0 0

of which, tax provisions 0 0 0

(1) Other changes relate to employee benefi ts and consist of €62 thousand of fi nancial expenses recognised in the income statement and €56 thousand of

actuarial losses recognised directly in shareholders’ equity.

There were no other disputes in existence at 31 December 2015 that might materially affect the financial statements for the year ended

31 December 2015.

3.2.14.2. MATURITY ANALYSIS OF PROVISIONS

Provisions for contingencies and expenses 31/12/2015

Current portion Non-current portion

Due within 1 year Due in more than 1 year

Customer/supplier disputes 250 250

Staff disputes 145 145

Employee benefits 3,237 3,237

Tax provisions - -

TOTAL 3,632 395 3,237



3


3.2.15. Employee benefitsEmployee benefits essentially consist of lump-sum retirement

payments as well as termination benefits.

The breakdown of the provision at 31 December 2015 was as

follows:

❯ Lump-sum retirement payments €2,510 thousand

❯ Termination benefits €727 thousand

❯ Other long-term benefits €0 thousand

The assumptions used when calculating pension commitments

are explained below.

3.2.15.1. MEASUREMENT

The commitment is calculated using the projected unit credit

method as recommended by IAS 19 Amended.

3.2.15.2. MEASUREMENT ASSUMPTIONS FOR THE TWO MAIN COUNTRIES (FRANCE AND HUNGARY)

Actuarial assumptions

Date of the actuarial measurement

of commitments: 31/12/2015

Data extraction date: 31/10/2015

Life expectancy table: TPGF05 and TPGH05

Discount rate: 2.00% for France

(1.70% in 2014)

3.65% for Hungary

(5.60% in 2014)

For France, the discount rate used is the iBoxx rate for AA-rated

Eurozone corporate bonds adjusted for the duration of the Group’s

commitments.

For Hungary, it is based on the central bank’s intervention rates

for bonds of 10 years or more.

Category-related assumptions

Pensions (France and Hungary)

Country Category Pension rights Retirement ageNature of

retirementEmployer’s

contributions Wage increase

France

ExecutivesMetallurgy engineers

and executives(*) Voluntary

FAB: 50.0% FAB: 1.5%

LB: 45.0% LB: 1%

Non-executivesMetallurgy

Gironde Landes(*) Voluntary

FAB: 43% FAB: 1.5%

LB: 40% LB: 1%

HungaryWomen Le Bélier Hungary table 65 years Voluntary 27% 3%

Men Le Bélier Hungary table 65 years Voluntary 27% 3%

(*) Retirement age for France:

Executives:

■ Born in 1951 or earlier: 63 years

■ Born in 1952 or later: 64 years

Non-executives:

■ Born in 1951 or earlier: 60 years

■ Born between 1952 and 1954 : 61 years

■ Born in 1955 or later: 62 years

The rights are those prevailing in 2015.

The Group has no commitments in respect of its staff in China.

The plans covered by this measurement are not funded.

3.2.15.3. ASSUMPTIONS FOR MEXICO

In Mexico, measurement is made in accordance with the NIF-D3

standard, which is similar in terms of both terminology and rules

to the IASB and FASB international standards.

The following assumptions were used:

❯ discount rate: 7.40% (same as in 2014);

❯ wage increase: between 4% and 5.80%.




3.2.15.4. CHANGE IN THE GROUP’S COMMITMENTS

2015 2014

CHANGE IN THE COMMITMENT (DEFINED BENEFIT OBLIGATION)Opening commitment 3,124 2,407

Cost of services rendered 191 171

Interest expense 62 81

Actuarial losses/(gains) (56) 586

Services paid during the year (76) (102)

Plan amendments 0 0

Plan reductions/liquidations 0 0

Translation differences (8) (19)

Closing commitment 3,237 3,124ANALYSIS OF THE CHARGE FOR THE YEARCost of services rendered 191 171

Interest expense 62 81

Amortisation of past services 0 0

Losses/(gains) on plan reductions 0 0

Expense/(income) for the year 253 252CHANGE IN PROVISIONOpening provision 3,124 2,407

Expense/(income) for the year 253 252

Actuarial losses/(gains) recorded in equity (56) 586

Actuarial losses/(gains) recorded in profit or loss 0 0

Services paid during the year (76) (102)

Translation differences (8) (19)

Closing provision 3,237 3,124

The impact on the 2015 profit or loss is recognised:

❯ in “net charges to provisions”: charge of €115 thousand;

❯ in “other financial income and expense”: charge of

€62 thousand.

The total amount of actuarial gains and losses recognised directly

in equity (before deferred tax) is:

❯ (€56) thousand at 31 December 2015;

❯ €586 thousand at 31 December 2014.



3


3.2.17. Other current liabilitiesOperating liabilities

31/12/2015 31/12/2014

Customer advances 915 915

Tax and social security liabilities(1) 14,510 11,477

Other liabilities 2,129 1,114

Deferred income(2) 2,726 2,334

OTHER CURRENT LIABILITIES 20,280 15,840

(1) Including current tax liabilities.

(2) Deferred income mainly relates to provisions for the replacement of certain tooling moulds.

3.2.16. Other non-current liabilities: investment grants

31/12/2014 ReclassificationsTranslation differences Increases Reversals 31/12/2015

Hungary 2,284 (1) 1,635 (251) 3,667

China 0 100 5 31 (2) 134

TOTAL INVESTMENT GRANTS 2,284 100 4 1,666 (253) 3,801

3.2.18. Financial liabilities – current portion

31/12/2015 31/12/2014

Bank overdrafts 9,325 13,221

Current portion of long-term borrowings 18,217 17,429

Financial instruments – liabilities 107 -

TOTAL 27,649 30,650

The purpose of the grant of €1,635 thousand awarded for the period is “the development of Le Bélier Hongrie’s production technology

in Ajka” and represents 35% of the cost of the project.

It corresponds to the first stage of the NODE project and is allocated subject to a condition of hiring more than 35 people.

At 31 December 2015, financial instruments recorded in liabilities correspond to the fair value of interest rate hedging of a borrowing

in France.

Also see Note 3.2.12.




4. Other information

4.1. Segment information

4.1.1. Key figures by segmentIn managing its activities, the Group is organised into operating

units based on the location of its production sites and, above all,

the location of its customers:

❯ the European sites (France, Hungary and Serbia) for European

customers;

❯ the Mexican sites for American customers;

❯ the Chinese sites for customers from the Asia region.

Group management treats these operating units on a stand-

alone basis for the purposes of monitoring their performance and

allocating resources. The tables below provide a reconciliation

between the indicators used to measure segment performance,

in particular the operating profit, and the consolidated financial

statements. Borrowings, net financial income or expense and

corporation tax are monitored at Group level, i.e. they are not

allocated to the individual segments.

The Mexican and Chinese operating units are included within the

“Outside Europe” segment. These operating units have common

features, particularly in terms of customer types.

Inter-segment flows are recognised using transfer prices based

on market prices.

I INCOME STATEMENT

2015 Europe Outside EuropeInter-segment

eliminations Total

Revenue 196,108 130,449 (8,099) 318,458

Charges (183,596) (108,506) 7,777 (284,325)

Current operating income 12,512 21,943 (322) 34,133

Other operating income and expenses (624) (624)

Operating profit 11,888 21,943 (322) 33,509

Net financial income (expense) (1,866)

Corporation tax (8,163)

Net income 23,480

Other informationInvestments 16,588 3,040 19,628

Net charge for depreciation and

amortisation (8,615) (5,005) 0 (13,620)

Net charge to impairment provisions for

non-current assets (491) (491)

I INCOME STATEMENT

2014 Europe Outside EuropeInter-segment

eliminations Total

Revenue 176,540 89,266 (7,057) 258,749

Charges (160,602) (80,121) 7,047 (233,676)

Current operating income 15,938 9,145 (10) 25,073

Other operating income and expenses (987) 0 0 (987)

Operating profit 14,951 9,145 (10) 24,086

Net financial income (expense) (2,234)

Corporation tax (5,081)

Net income 16,771

Other informationInvestments 21,970 5,623 27,593

Net charge for depreciation and

amortisation (8,056) (3,040) (11,096)

Net charge to impairment provisions for

non-current assets 609 25 634



3


I STATEMENT OF FINANCIAL POSITION

31/12/2015 Europe Outside EuropeInter-segment

eliminations Total

SEGMENT ASSETSNet non-current assets 67,484 27,885 (134) 95,235

Inventories and receivables 66,949 39,999 (12,051) 94,897

Other assets (unallocated) 90,347

TOTAL ASSETS 280,479

SEGMENT LIABILITIES AND SHAREHOLDERS’ EQUITYTrade payables 33,695 18,075 (3,452) 48,318

Deferred tax liabilities (unallocated) 866

Other liabilities (unallocated) 27,820

Borrowings (unallocated) 92,846

Shareholders’ equity (unallocated) 110,629

TOTAL LIABILITIES AND

SHAREHOLDERS’ EQUITY 280,479

I STATEMENT OF FINANCIAL POSITION

31/12/2014 Europe Outside EuropeInter-segment

eliminations Total

SEGMENT ASSETSNet non-current assets 59,729 27,490 (111) 87,108

Inventories and receivables 71,294 36,832 (19,603) 88,523

Other assets (unallocated) 58,473

TOTAL ASSETS 234,104

SEGMENT LIABILITIES AND SHAREHOLDERS’ EQUITYTrade payables 29,684 22,712 (11,176) 41,220

Deferred tax liabilities (unallocated) 1,184

Other liabilities (unallocated) 21,505

Borrowings (unallocated) 78,530

Shareholders’ equity (unallocated) 91,665

TOTAL LIABILITIES AND

SHAREHOLDERS’ EQUITY 234,104

4.1.2. Revenue by main customersRevenue can be analysed as follows:

In millions of euros 2015 2014

TRW 92.2 29.0% 65.7 25.4%

Continental Teves 71.1 22.3% 59.6 23.0%

Borg Warner 20.0 6.3% 19.6 7.6%

Other(1) 135.2 42.4% 113.8 44.0%

TOTAL REVENUE 318.5 100.0% 258.7 100.0%

(1) In 2014, the revenue generated by the HDPCI group (included in the consolidation scope with effect from the end of July) is included in the line “Others”.

4.1.3. Key figures relating to French and foreign operations

❯ Revenue:

■ revenue generated from French groups totalled € 39,730

thousand in 2015 compared with €20,220 thousand in 2014;

■ revenue generated from foreign groups total led

€278,728 thousand in 2015 compared with €238,529 thousand

in 2014.

❯ Non-current assets (goodwill, intangible assets, property, plant

and equipment, non-current financial assets and deferred tax

assets):

■ non-current assets located in France totalled €23,702 thousand

in 2015 compared with €25,303 thousand in 2014;

■ non-cu r ren t asse t s l oca ted ou t s i de F rance

totalled €87,064 thousand in 2015 compared with

€78,514 thousand in 2014.




4.2. Transactions involving financial instruments: hedging and currency instrumentsDuring the year, new instruments were put in place to hedge interest rate and currency risk on borrowings entered into:

❯ in France, an interest rate hedging instrument on a borrowing in euros at a variable rate and swapped for a fixed rate;

❯ in Hungary, on two borrowings denominated in dollars at fixed rates and swapped into euros at another fixed rate (cross currency

swaps).

At 31 December 2015

Notional amount (in thousands

of euros)

Fair value in statement of

financial position

Line in statement of

financial position Fair value level

Interest rate swap

(France – cash flow hedge) 10,000 107

Financial

instruments –

liabilities

2

Variable to fixed rate

Currency and interest rate swaps

(Hungary- cross currency swaps) 15,395 801

Financial

instruments –

assets

2

USD/EUR and fixed rate/fixed rate

The fair values of these instruments fall within the level 2 category

according to the definition given by IFRS 13 (financial instruments

whose measurement calls for the use of valuation techniques

based on observable parameters).

These instruments were 100% efficient at the end of the financial

year.

There was no impact on the profit or loss for the period as the

implementation of cross currency swaps fully offset the impact

of the currency remeasurement of the liabilities hedged.

At 31 December 2015, like at 31 December 2014, there were

no currency hedging financial instruments concerning purchases

or sales.

4.3. Exchange rates used for translation of foreign currency itemsChanges in the exchange rates used to translate data relating to the foreign subsidiaries were as follows:

For 1 euroStatement of financial position –

closing rate Income statement – average rate Change

31/12/2015 31/12/2014 2015 2014

Statement of financial position

accountsIncome statement

accounts

Hungary (HUF) 313.1200 314.8900 309.9099 308.7365 -0.6% 0.4%

Mexico (MXN) 18.9145 17.8679 17.6134 17.6839 5.9% -0.4%

China (CNY) 7.0608 7.5358 6.9750 8.1866 -6.3% -14.8%

Serbia (RSD) 121.6261 120.9583 120.6879 117.2772 0.6% 2.9%

USD 1.0887 1.2141 1.1100 1.3286 -10.3% -16.5%



3


4.4. Off-balance sheet commitments

31/12/2015 31/12/2014

OFF-BALANCE SHEET COMMITMENTS RELATING TO THE GROUP CONSOLIDATION SCOPE Off-balance sheet commitments relating to Group financing

■ Debts accompanied by guarantees:

Business goodwill pledges 0 352

Equipment pledges 29,507 32,955

Securities pledges 0 572

Commitment to pledge securities

Mortgages on buildings 0 58

■ Other commitments given:

Guarantees and pledges to banks 8,744 5,169

■ Commitments received:

OSEO guarantee 0 924

Bank guarantees

Unutilised medium-term loan

Unutilised short-term loan 9,312 8,000

Third-party guarantees 0 58

Off-balance sheet commitments relating to the Group’s operating activities ■ Commitments given:

Supplier guarantees and pledges 4,239 8,183

■ Commitments received:

Third-party guarantees 1,861 1,864

■ Contractual obligations

Operating leases – equipment 400 828

Operating leases – property 5 33

Firm orders for non-current assets 12,425 3,520

Firm orders for raw materials (net of customer commitments) 16,504 10,406

Finance leases: minimum expected future lease payments 7,107 8,637

4.5. Related parties

4.5.1. Relations with Le Bélier Participations, Galilée and Copernic

Transactions with LBP and its subsidiaries are recognised:

❯ in the income statement for the year as follows: €240 thousand

in income for the year in respect of sales of cast parts;

❯ in the statement of financial position as follows: €403 thousand

in trade receivables.

There were no significant transactions with Galilée or Copernic

that impacted the profit or loss for the year.

There were no payables or receivables between the Group and

Galilée or Copernic.

4.5.2. Compensation paid to directorsIn accordance with IAS 24, compensation paid to the members

of the Board of Directors recognised in the income statement for

the year ended 31 December 2015 was as follows:

❯ Short-term benefits: €1,229 thousand(1)

❯ Post-employment benefits: 0

❯ Other long-term benefits: 0

❯ Termination benefits: 0

❯ IFRS 2 charge for the year: €571 thousand

Also,

❯ provisions for employee benefits included lump-sum retirement

payments of €63 thousand and termination benefits of

€422 thousand in respect of the directors;

❯ in 2014, the members of the Board of Directors benefited from

a plan for the allocation of 39,688 free shares, not yet vested

at 31 December 2015. See Note 3.2.9.2.

(1) Of which, €235 thousand of attendance fees paid in 2015 in respect of 2014.




4.6. Statutory auditors’ fees

Le Bélier group audit fees(in euros)

Cabinet Ernst & Young ACEFI CL Other

Amount (excl. VAT) % Amount (excl. VAT) % Amount (excl. VAT) %

2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014

AUDITStatutory audit and certification of

parent company and consolidated

financial statements 192,332 225,163 100.0% 75.4% 113,500 116,500 100.0% 100.0% 63,372 54,197 79.9% 75.9%

■ issuer 79,500 83,500 41.3% 28.0% 73,500 76,500 64.8% 65.7% 0 0 0.0% 0.0%

■ fully-consolidated subsidiaries 112,832 141,663 58.7% 47.4% 40,000 40,000 35.2% 34.3% 63,372 54,197 79.9% 75.9%

Services directly related to the

statutory audit 0 73,500 0.0% 24.6% 0 0 0.0% 0.0% 0 0 0.0% 0.0%

■ issuer 0 73,500 0.0% 24.6% 0 0 0.0% 0.0% 0 0 0.0% 0.0%

■ fully-consolidated subsidiaries 0 0 0.0% 0.0% 0 0 0.0% 0.0% 0 0 0.0% 0.0%

Sub-total 192,332 298,663 100.0% 100.0% 113,500 116,500 100.0% 100.0% 63,372 54,197 79.9% 75.9%OTHER SERVICESLegal, tax, staff 0 0 0.0% 0.0% 0 0 0.0% 0.0% 15,897 17,191 20.1% 24.1%

■ issuer 0 0 0.0% 0.0% 0 0 0.0% 0.0% 0 0 0.0% 0.0%

■ fully-consolidated subsidiaries 0 0 0.0% 0.0% 0 0 0.0% 0.0% 15,897 17,191 20.1% 24.1%

TOTAL 192,332 298,663 100.0% 100.0% 113,500 116,500 100.0% 100.0% 79,269 71,388 100.0% 100.0%

4.7.1.2. CURRENCY RISK

Currency risk on borrowings: Group policy dictates that any

borrowings entered into by a Group company must be in that

entity’s functional currency.

Risk on operating cash flows denominated in a currency other

than the functional currency:

❯ for purchases: in Hungary, hedging in local currency of

purchases made from local suppliers and of staff costs;

❯ for sales: for the record, the billing currency of both Hungary

and Serbia is the euro.

4.7. Financial risk management objectives and policies

4.7.1. Interest rate and currency riskThe financial instruments used by the Le Bélier Group are managed

centrally. Their purpose is to reduce the Group’s exposure to

currency risk on future cash flows from its transactions and the risk

of interest rate changes on cash flows arising on its borrowings. The

financial instruments used have no speculative objective whatsoever.

Le Bélier’s interest rate and currency risk policy is described below.

4.7.1.1. INTEREST RATE RISK

The Group’s policy is to give preference to fixed-rate loans. If

market conditions prevent the application of this priority, the loan

is indexed to a variable Euribor or US dollar Libor rate.

The Group uses several types of instruments to optimise its

financial charges and manage the split between fixed-rate and

variable-rate borrowings.

During the period, the Group put in place a variable-to-fixed

interest rate swap on a €10,000 thousand borrowing in France.

The Group’s exposure to variable interest rates before and after

interest-rate hedging is as follows:

Long-term bank borrowings at variable interest rates

(in thousands of euros ) Before hedging After hedging

At 31/12/2015 16,085 6,085

At 31/12/2014 4,295 4,295

Based on the borrowings at variable interest rates after hedging

at 31 December of each year, the sensitivity to interest rate risk,

i.e. the change in the amount of financial expenses resulting from

a 1% shift in interest rates, is:

❯ +/-€61 thousand at 31 December 2015;

❯ +/-€43 thousand at 31 December 2014.

Interest rate types for variable-rate borrowings:

Variable-rate borrowings 31/12/2015 31/12/2014

6-month Euribor 0 0% 0 0%

3-month Euribor 1,875 31% 4,295 100%

3-month US dollar Libor 4,210 69% 0 0%

TOTAL 6,085 100% 4,295 100%



3


The Group’s exposure to currency risk is as follows:

2015In thousands of euros Consolidated risk

Currency USD HUF MXN RSD CNY

OperationsRevenue 56,974 63,966

Payroll, local suppliers, taxes, etc. (36,665) (35,003) (9,736) (10,188) (61,008)

20,309 (35,003) (9,736) (10,188) 2,958

Sensitivity +1% (euro up) (203) 350 97 102 (30)

FinancingBorrowings 4,210

Sensitivity +1% (euro up) (42)

Note: the sensitivity analysis is calculated based on the assumption

of a 1% shift in the same direction for each currency.

At 31 December 2015, like at 31 December 2014, there were no

currency hedging instruments in force pertaining to purchases

or sales.

4.7.2. Liquidity riskOutside France, loans and borrowings entered into in Hungary

(€24.8 million at 31 December 2015) include financial covenant

clauses that must be met and which are calculated on the basis

of the full-year consolidated financial statements:

❯ free cash flow (after investments) + gross cash > 0;

❯ net borrowings/EBITDA < 2.5;

❯ net borrowings/equity < 2.5.

At 31 December 2015, these covenants were met.

In France, one of the borrowings entered into (€1.9 million at

31 December 2015) includes a financial covenant clause that

must be met and which is calculated on the basis of the basis

of the full-year consolidated financial statements:

❯ net borrowings/EBITDA < 2.5.

At 31 December 2015, this covenant was met.

The Group expects to be in a position to meet its financial

obligations over the next 12 months.

4.7.3. Credit riskCredit risk on customers is managed by each operational line in

accordance with the credit risk management policies, procedures

and controls put in place by the Group.

We closely monitor our customers in terms of settlement risk

and periods.

For our major customers, in our opinion, their size and global and

strategic positioning help reduce their insolvency risk.


Le Bélier - Plantier de la ReineBP 103 33240 Vérac France

Tél. : 00(0)557 550 300lebelier.com

2015 annual report - zonebourse.com bélier... · 2015 in a nutshell chairman’s message...

Documents