blue solutions...the year 2016 was a year of contrasts for blue solutions. its consolidated turnover...
TRANSCRIPT
Registration document 2016
Blue Solutions
BLUE SOLUTIONS
Vincent BolloréChairman of the Board of Directors
Didier MarginèdesVice-Chairman
Cyrille Bolloré
Marie Bolloré
Sébastien Bolloré
Virginie Courtin
Valérie Hortefeux
Jean-Louis Milin
Martine Studer
Composition of the Board of DirectorsAs of March 23, 2017
Executive managementGilles AlixChief Executive Officer
Contents
02 — Message from the Chairman 04 — Key figures 06 — Blue Solutions, a unique technology 08 — Blue Applications, mobile applications 12 — Blue Applications, stationary applications 14 — Systems, IER and Polyconseil 16 — Corporate social responsibility 17 — Annual financial report
Managing bodies
01REGISTRATION DOCUMENT 2016
Blue Solutions, listed on the stock market since October 30, 2013, consolidates the electric battery and supercapacitor activities developed by the Bolloré Group.
Diversifying from its longstanding business manufacturing thin paper and ultra-thin plastic films, the Bolloré Group has become a producer of complete electrical components for capacitors, to the extent that it now holds more than one third of global market share in this segment. On the strength of this expertise and following twenty years of R&D, the Group has developed batteries and electricity storage solutions based on a unique technology, the Lithium Metal Polymer (LMP®) battery, in addition to supercapacitors.
At a time when issues concerning sustainable development and electricity storage have become major challenges for people, cities and governments, the Bolloré Group is building on this expertise to develop solutions for the storage and smart management of electricity.
The Blue Solutions workforce currently includes more than 300 researchers, engineers and technicians who produce these advanced technology batteries at two production sites located in Brittany and in Canada. The annual production capacity has now reached 500 MWh.
These batteries are used in mobile applications (electric vehicles: Bluebus, E-Mehari, Bluecar® and car-sharing services), as well as stationary applications that are being developed (on-grid/off-grid electricity storage), which are developed and sold by other Group companies operating under Blue Applications, which are present on every continent.
Together, Blue Solutions and Blue Applications expect to be able to leverage their unique position as an integrator offering both batteries and comprehensive solutions to meet the new requirements associated with energy transition.
Introduction
Bolloré’s current bid for Blue Solutions shareholders at 17 eurosOn March 23, 2017, Bolloré announced that it would off er shareholders who wish to exit the possibility to sell their Blue Solutions shares at 17 euros per share. To that end, a proposed public off er will be fi led with the French fi nancial markets authority (Autorité des marchés fi nanciers – AMF) before the end of the fi rst half of 2017 (see Message from the Chairman, page 03).
BLUE SOLUTIONS
02 Message from the Chairman, Vincent Bolloré
The year 2016 was a year of contrasts for Blue Solutions. Its consolidated turnover was 109.3 million euros, down 10% from 121.9 million euros. Blue Solutions sold 2,460 batteries in 2016, compared with 2,849 in 2015. The steady level of activity in mobility (Bluebus, E-Mehari) did not offset the decline in stationary energy storage sales.New developments and commercial successes of Blue Solutions in mobility were also marked this year with the creation of a new car-sharing service in Turin, Italy; the implementation of full-scale tests by Bluecity in London (which will be open to the public in 2017); the delivery of the first 12-meter Bluebuses to the RATP in Paris; the successful marketing of E-Mehari, which was developed with the PSA Peugeot Citroën Group; and the winning of international tenders in Singapore and Los Angeles to set up car-sharing services for electric vehicles. These successes demonstrate our recog-nized expertise in mobility applications and the quality and reliability of our Lithium Metal Polymer (LMP®) technology. They also prove that our solutions have a great future and a real role to play in the energy transition.Finally, Blue Solutions continued to strengthen its research capabilities through the acquisition of the US start-up Capacitor Sciences, which specializes in studying and researching new molecules for storing electricity with a view to substantially improving the performance of LMP® batter-ies (density, cyclability and charge speed).However, 2016 also showed a greater competitive intensity than we had expected. In this context, Blue Solutions wants to give itself more time to exploit the advantages of its LMP® technology and deal with the simultaneous development of competitors in lithium ion, which, with significant capacities
and low prices, require it to rethink its volumes and the sale prices of its batteries. As a result, the Board of Directors of Blue Solutions took several decisions.It decided not to exercise the call options it had on the Blue Applications scope of consolidation until their maturity date of June 30, 2018, given that the investments still to be com-mitted to it are still considerable and it prefers to focus Blue Solutions’ efforts on improving its technology. It then decided to work more closely with the Board of Directors of Bolloré on several goals, namely the establishment of a new window for the exercise of options, the revision of the terms of the battery supply agreement between Blue Solutions and Blue Applications so that it is more competitive as regards battery sales prices and the implementation of a new financing agree-
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“The successes achieved in 2016 demonstrate our recognized expertise in mobility applications and the quality and reliability of our Lithium Metal Polymer (LMP®) technology. They prove that our solutions have a real role to play in the energy transition.” —
ment for Blue Solutions by Bolloré so that it has all of the financial resources necessary to continue its investments.In this context, the Bolloré Group, which had listed Blue Solutions at year-end 2013 at 14.50 euros per share, while remaining bullish about the outlook for the LMP® technol-ogy and wishing to keep a reasonable pace of development and to continue to invest in the long term, will offer Blue Solutions shareholders who wish to exit their first opportu-nity to sell their Blue Solutions shares at 17 euros per share. To this end, a proposed tender offer will be filed with the French financial markets authority (Autorité des marchés financiers – AMF) before the end of the first half of 2017, once the aforementioned negotiations are complete and an inde-pendent expert has been appointed to assess whether the offer price is fair. Bolloré would like to make it clear at this point that it has no plans for a squeeze-out following this offer.Shareholders who decide not to accept this offer to remain invested in Blue Solutions will have a second opportunity to exit following the publication of the 2019 financial state-ments. In this respect, if the average Blue Solutions share price over a reference period is below 17 euros, Bolloré will file a new public offering on the same price terms as the first. Further details on this commitment will be provided in the prospectus for the first public offering.Three and a half years after the initial public offering of 11% of the capital of Blue Solutions, these various transactions aim to give shareholders who wish to do so the possibility to sell their shares and to allow shareholders who wish to continue to support Blue Solutions in its investments to subsequently have an exit guarantee and still benefit from potential increases in the share’s value in the future. —
BLUE SOLUTIONS
04 Keyfigures
455 employees in France, Canada
and the United States
A portfolio of more than 1,300 patents filed by Blue Solutions
and Blue Solutions Canada
A production capacity of 500 MWh
A battery with a lifetime in excess of 3,000 cycles
109 million euros turnover in 2016
Key dates
2001 – Creation of Batscap,
which groups together the production of Lithium Metal Polymer (LMP®) batteries and supercapacitors.
2004 – Development of the
Bluecar®, a prototype electric vehicle that runs on LMP® batteries.
2007–2008 – Partnerships with
Pininfarina for the manufacture of Bluecar® vehicles and with Gruau for the manufacture of electric buses.
2009 – Installation of the
Ergué-Gabéric (Brittany) production units and inauguration of the Boucherville (Canada) factory.
2011 – Launch of Autolib’
in Paris.
2013 – New car-sharing
projects in Lyon, Bordeaux and Indianapolis (United States). – Partnerships with Total
in photovoltaic panel solutions (Bluesun). – Pilot projects in
stationary applications. – Initial public off ering
(IPO) of Blue Solutions on the Paris Stock Exchange.
2014 – Launch of the
development program of charging stations in the London metropolitan area. – Development of
stationary applications in Africa with the Bluezone program. – Signature of an
industrial agreement with the Renault Group for the manufacture of Bluecar® and the development of car-sharing systems.
2015 – Launch of the Blueindy
car-sharing program in Indianapolis. – Launch of Utilib’
services. – Launch of Bluesummer
and signature of a manufacturing agreement with PSA. – Inauguration of
a new factory for the manufacture of Bluetram buses in Brittany.
2016 – Inauguration of
car-sharing services in Turin. – Inauguration of the
12-meter Bluebus factory in Brittany.
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Consolidated income statement(in millions of euros) 2016 2015 2014
Turnover 109 122 97
EBITDA(1) 18 22 11
Operating income (0.4) 3 (6)
Financial income 1.7 (2.9) 0.5
Share in net income of operating companies accounted for using the equity method
0.0 0.2 0.1
Taxes (1.3) (0.5) (0.2)
Net income (0.1) 0.0 (6)
of which Group share (0.1) 0.0 (6)
(1) EBITDA is not a standardized accounting measure. It corresponds to the consolidated net operating income excluding net depreciation, amortization and provisions.
Consolidated balance sheet(in millions of euros) 12/31/2016 12/31/2015 12/31/2014
Shareholders’ equity 138 136 134
Shareholders’ equity, Group share 138 136 134
Net debt 22 19 20
Indicator2016 2015 2014
Number of batteries delivered 2,460 2,849 2,291
Changes in share price since the initial public off ering (IPO)(in euros)IPO: October 30, 2013, at 14.50 euros Blue Solutions’ share price
Oct. 2013 Feb. 2014 Jun. 2014 Jun. 2015 Jun. 2016Oct. 2014 Feb. 2015 Oct. 2015 Feb. 2016 Feb. 2017Oct. 2016
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12
16
20
24
28
32
36
40
BLUE SOLUTIONS
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Blue Solutions develops and produces supercapacitors and batteries based on its own unique Lithium Metal Polymer (LMP®) technology. These electricity storage components are used in both stationary and onboard applications deployed by Blue Applications. —
Blue Solutions has four LMP® battery produc-tion plants: three in Brittany and one in Canada, with an annual production capacity of 500 MWh.
LMP®: a unique technologyThe LMP® technology is the culmination of an ambitious research and development program that was started more than twenty years ago. Composed of thin films made by extrusion techniques in which the Bolloré Group has sig-nificant expertise, LMP® batteries are charac-terized by their high energy density and safety in use. They make it possible to offer a range of over 250 kilometers without recharging and are unaffected by climatic changes. These are dry batteries (meaning “completely solid”), which gives them a number of advantages, in particular in terms of safety. The solid electrolyte limits the risk of local pollution in case of accident or failure in the integrity of the battery pack.
BlueSolutions
LOCATIONS4 plantsWORKFORCE455 employees
TURNOVER109 million eurosNET CAPITAL EXPENDITURES18 million euros
A unique technology
01. The high-performance LMP® battery can now be used in 100% electric vehicles.
02. The Blue Solutions LMP® battery production plant in Boucherville, Canada.
01 —
02 —
These batteries are able to satisfy many mar-kets and address the two main challenges of energy transition: the development of clean transportation and smart energy management. Blue Solutions owns the intellectual property rights that allow it to make and sell batteries that incorporate LMP® technology.The quality of its technology is a major chal-lenge for Blue Solutions. In order to boost the performance of its battery (reduction in oper-ating temperature, increase in density and power), the Group intensified its R&D efforts in 2016, notably by acquiring Capacitor Sciences, a California start-up that specializes in the study and research of new energy stor-age molecules. These innovations are in addi-tion to the work of Blue Solutions teams and they aim to find ways to improve cyclability, battery range and charging speed.
A complex, well established and patent-protected industrial process that can be rapidly deployedThe manufacturing process of the ultra-thin films in LMP® batteries is based on extrusion. Using the know-how developed by the Bolloré Group in the production of ultra-thin films, this process confers a number of advantages on Blue Solutions in terms of manufacturing and increasing battery production capacity:
f it is a clean process that makes no use of pol-lutants or solvents during the battery’s man-ufacture, thus protecting workers and the environment;
f this manufacturing process enables Blue Solutions to produce consistent quality films to go into the battery despite the constraints posed by their thinness;
f this process enables rapid manufacturing since it makes high production yields possible.
Blue Solutions has been able to develop and design the major elements in the battery man-ufacturing process to make them as auto-mated as possible. The automation of manufacturing limits the risk of error caused by human manipulation. Some of the machin-ery in Blue Solutions’ battery production line turned out to be innovations that the com-pany would patent.
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Environmentally-friendly battery designThe LMP® battery contains no solvents, an advantage in terms of environmental protec-tion and which facilitates recycling. For the user, the absence of solvents reduces the risk of gases being released or of a thermal event in the battery pack, even in the event of high heat or high power demand. The LMP® battery con-tains no rare earths. The elements used in the battery are copper, aluminum, lithium, poly-mers, a lithium salt, iron phosphate and car-bon, all raw materials reliably procurable from natural resources.
Battery design that combines performance and reliabilityThe basic cell of the battery is a large-size cell with an energy capacity comparable to a lead-based battery in a combustion engine car. This high capacity makes it possible to reduce the number of elements in each battery.This process thus makes it possible to reduce the number of connections necessary between the components. By optimizing the size of the cell and limiting the number of connections, the costs of the batteries are reduced while reliabil-ity is increased, particularly in onboard applica-tions facing harsh environments in terms of vibrations or changing weather conditions.The internal operating temperature of the LMP® battery runs between 60 °C and 80 °C. Considerable work has been done on the bat-tery’s packaging to limit the impact of outside conditions. The LMP® battery is therefore rela-tively insensitive to outside temperature condi-tions, which gives Blue Solutions a competitive advantage in applications such as electric buses with flat floors (the batteries being located on the roof).
The supercapacitorsBlue Solutions has developed another electricity storage component, the supercapacitor, whose main field of application is the development of clean public transportation and hybrid cars. Blue Solutions is one of the only manufacturers of this type of product in the world.Supercapacitors are characterized by very high power density, very short charge and discharge times, and the ability to cycle several million times without deteriorating. Thanks to this technology, the Bolloré Group has developed a type of tramway that does not require heavy infrastructure (no rails and power lines) and reduces capital expenditure for local authorities.In addition, when used in conjunction with an internal combustion engine, supercapacitors can cut fuel consumption and atmospheric pollution by 20% compared to a traditional engine. —
ANNUAL PRODUCTION CAPACITY500 MWh
BLUE SOLUTIONS
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The convergence of these innovations in the Bluecar® design means that it has an impres-sive range for a four-seat electric city car: 250 kilometers under normal city driving con-ditions.Since June 2015, the Bluecar® has been pro-duced at Renault manufacturing plants in Dieppe, following an industrial cooperation agreement between the Renault and Bolloré Groups, with specific models manufactured at the Pininfarina plant in Turin.
BlueutilityBlueutility is the 100% electric utility vehicle in the Bluecar® range. The Blueutility is able to fulfill widely different functions and was designed to support professionals by meeting the daily working needs of various professions and sectors (business, artisan, local govern-ment, etc.).This two-seater light utility vehicle is reliable and practical, and includes a spacious loading space of 1.4 m3 and can accept up to 255 kg of payload, making it able to meet the require-ments of professionals. The Blueutility combines comfort and safety, and melds efficiency with aesthetics in one fully-electric vehicle.
BluesummerWith i ts truly innovative design, the Bluesummer vehicle adapts to suit all situa-tions. Practical and designed for everyday use, with its folding rear seats and removable soft-top, this vehicle can be used for all kinds of leisure activities in all seasons and can carry four passengers. Easy to maintain, the Bluesummer has an elevated chassis making it suitable for off-road driving. With no engine noise, drivers are all the more able to appreci-ate its comfort and performance: high accel-eration and excellent road handling. In 2016, as a continuation of the partnership signed on June 17, 2015 between the PSA and Bolloré Groups, the production of the Bluesummer stopped to make way for the E-Mehari, a Citroën electric car with LMP® batteries. It has been produced and marketed since the second quarter of 2016.
Blue Applications
Developed by Blue Applications, this large range of mobile applications is essentially a response to the development challenges of clean transportation for the comfort of passengers and, from a broader perspective, to the ecological concerns of cities and governments dealing with environmental issues. —
Electric vehiclesBluecar®
Bluecar® develops, produces and sells electric cars that use LMP® batteries. Since 2007, the Group has partnered with the famous Turin coach-builder Pininfarina, a synonym for excel-lence in automotive design, to create the first concept car, the “B0” Bluecar® model. The cur-rent version of the Bluecar® is heavily inspired by this design while having been adapted to industrial production constraints.The Bluecar® is a safe and silent, fully electric, clean vehicle. Bluecar® has developed power electronics designed around the LMP® battery to obtain the best possible yield from the engine. At the same time, everything was done in the design of the body and frame of the car to take into account the constraints associated with the use of a battery as a traction energy reservoir:
f the positioning of the battery, between the two axles, under the seats, offers optimum mass distribution and secure road handling;
f the frame is made of steel and aluminum, giving Bluecar® its lightness whilst maintain-ing maximum rigidity;
f the Bluecar®’s body is made completely of aluminum, which limits its weight to 1,120 kg including the 300-kg LMP® battery.
Mobile applications
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BLUEBUS12 meters, 91 to 101 seatsrange of 180 to 250 kilometers
BLUETRAM6 meters, 22 seatsrange of 120 kmBLUECAR®
range of 250 kilometers
01. E-Mehari, the electric follow-up vehicle to the Bluesummer model.
02. Bluecar®, the four- seat electric city car.
03. The 12-meter Bluebus, a clean public transit solution.
04. Bluetram, another mode of public transit with no rails or overhead power lines.
REGISTRATION DOCUMENT 2016
09BluebusBluebus develops clean collective transporta-tion solutions for urban and suburban areas using the LMP® batteries:
f the 6-meter Bluebus has the highest onboard energy level for its category in the electric bus market, thanks to its three LMP® battery packs installed on the bus roof, which give it a range of over 120 kilometers (needed for a full day’s operation).It is made even more efficient by a system whereby energy is recovered during deceler-ation, allowing the vehicle to recharge while in use. The features of the Bluebus and its onboard technology, which allow the LMP® batteries to be installed on the roof, result in improved vehicle safety, as well as access for those with reduced mobility thanks to its low and level floor. User-friendly and compact, yet spacious and bright, it can accommodate around 20 passengers and can weave in and
out of narrow city center streets. It is already in use on the public transport networks of places as varied as Tours, the island of Réunion, Rambouillet, Laval, Luxembourg, Bayonne and Tarbes, as well as at industrial sites like CEA in Grenoble, BeGreen and Vente-privee.com. It is also used for the pri-vate shuttle service in operation at the Louis Vuitton Foundation and at Canal+. It is also listed with the French central procurement organizations UGAP and AGIR;
f the 12-meter Bluebus is a clean public trans-port solution for urban use (capacity for 100 passengers). Fully electric, it is equipped with LMP® batteries, which give it a range of between 180 and 250 kilometers. It has the same features as the 6-meter Bluebus: energy recovery during deceleration, roof-installed batteries, accessibility for per-sons with reduced mobility. This Bluebus is built at the Blue Solutions plant in Ergué-
Gabéric, in Brittany. The new dedicated plant for the manufacture of this bus was inaugurated on January 15, 2016 and required an investment of 40 million euros. The annual production capacity is for 200 12-meter Bluebuses. RATP, the Paris public transport operator, has chosen Bluebus to run a test trial of its first fully- electric bus route, which was launched in May 2016 at place Charles-de-Gaulle in the presence of Valérie Pécresse, Élisabeth Borne and Vincent Bolloré. This initial line (341) connecting Clignancourt to place Charles-de-Gaulle – Étoile is the first all-electric line set up in Paris as part of the Bus 2025 project to which RATP has been committed since 2014. Accordingly, RATP collaborated with Blue Solutions so that 23 12-meter Bluebuses would join its fleet. At the end of 2016, RATP ordered 20 additional 12-meter Bluebuses, 10 of which will be equipped to receive an in-line recharge by inverted pantograph (an articulated rod through which the Bluebus can be charged through the roof).
BluetramRunning on tires and entirely electric, Bluetram is a clean public transport solution that needs neither rails nor overhead power lines. It can be quickly installed as it does not require heavy and costly infrastructure works.Using Blue Solutions technology (superca-pacitors) and a telescopic charging connec-tor, the Bluetram recharges at each stop in just twenty seconds, while passengers get on and off. Each recharge gives Bluetram a range of up to 2 km. To enable this rapid recharging, each stop is equipped with energy storage capacity equivalent to that of the vehicle. The first Bluetram was inaugu-rated on the Champs-Élysées in Paris at the beginning of December 2015 for the 2015 Paris Climate Conference (COP21). It was piloted for the rest of the winter and trans-ported visitors between the Arc de Triomphe and place de la Concorde, free of charge.The 6-meter version of the Bluetram can accom-modate 22 passengers, while the 12-meter version carries 90. It is produced on the Blue Solutions site in Ergué-Gabéric, Brittany, in a factory inaugurated in January 2015, repre-senting a total investment of 30 million euros. Thanks to the R&D of Polyconseil and IER (Blue Applications subsidiaries), Bluetram will eventually be able to offer an integrated solution for the management of tramway lines: vehicles, stations, IT management system for flows and traffic. —04 —
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BLUE SOLUTIONS
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The Utilib’ offer was designed to support professionals, meeting the needs of differ-ent businesses and sectors of activity (such as personal services, couriers, plumbers and maintenance technicians) in their daily travels.
BluelyWell known for its ini-tiatives and energy -related experiments, i ts smart grids and
innovative transport systems, the Greater Lyon metropolitan area has used the Bluely s e r v i c e , m o d e l e d o n Au t o l i b’ , s i n c e October 10, 2013. At the end of 2016, it had 314 electric vehi-cles (including 39 Twizy and 30 C-Zéros integrated into the fleet as part of the partnerships signed with the Renault and PSA Groups), 102 stations and 503 terminals were located throughout Lyon, 11 partner municipalities, and the Lyon-Saint-Exupéry Airport. Since its launch, Bluely has been dedicated to eco-responsible solutions, and it sub-scribed to the CNR (Compagnie Nationale du Rhône), which certifies the injection into the grid of 100% renewable electricity the equivalent of annual consumption.
BlueindyThe Blueindy ser-vice was launched in Indianapolis, the
car-racing Mecca, on September 2, 2015. With roll-out ongoing, Blueindy is on its way to becoming the largest electric vehicle car-sharing service with flexible drop-off in the United States. It will eventually include 500 electric vehicles and 200 rental locations equipped with 1,000 charging terminals.
BluecubSince January 9, 2014, the Bluecub service has been established
in the Bordeaux Urban Community to supple-ment the eco-mobility service promoted by the Bordeaux city hall.To date, the service has 76 stations in Bordeaux, in 10 bordering municipalities and in Arcachon, as well as a fleet of around 200 self-service electric cars (including 33 Twizy and 20 C-Zéros integrated into the fleet as part of the partnerships signed with the Renault and PSA Groups). Since its launch, Bluecub has been dedicated to eco-responsible solutions, and it subscribed to the CNR (Compagnie Nationale du Rhône), which certifies the injection into
Car-sharing solutionsBlue Solutions and Blue Applications develop, deploy and operate flexible drop-off car-sharing solutions (without mandatory return to the starting point), that are integrated and based on fully-electric vehicles.This solution answers the challenges faced by cities by making them:
f cleaner, thanks to the large-scale deploy-ment of a non-polluting transport system;
f less congested by reducing the number of vehicles in operation;
f open to more people by making access to an individual vehicle less costly;
f more pleasant to live in by reducing noise and odor pollution.
Following the success of Autolib’, Bluecarsharing is now working on the development of new fully-electric car-sharing services in France, Europe, the United States and Asia.
Autolib’Wi t h i n f i v e ye a r s , Autolib’, deployed in Paris since December 5,
2011, quickly found its place in the Paris region landscape and rapidly won over a large number of users thanks to its flexible drop-off feature and the possibility of reserving a car from the starting point or a spot upon arrival using a mobile phone.Available in Paris and over 100 towns and cities within the Paris region, Autolib’ provides a flex-ible and affordable car-sharing service, equally suitable for regular or occasional users thanks to its varied subscription offers. This service provides great usage flexibility as soon as a driver’s license is obtained for drivers with good records. Since its launch, Autolib’ has been dedicated to eco-responsible solutions, and it subscribed to the Direct Énergie green energy offer, which certifies the injection into the grid of 100% renewable origin, which is the equivalent of annual consumption.Utilib’ offers professionals and Premium sub-scribers round-the-clock access to nearly 300 self-service commercial vehicles, directly or on reservation. 01 — 02 —
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the grid of 100% renewable electricity the equivalent of annual consumption.
BluecityBased on the London network of electric charging terminals,
BluePointLondon (see opposite), whose opera-tions the Group manages, a Bluecity car-sharing network will gradually be developed as of the end of 2017. On completion it should link all the boroughs of Greater London.
BluetorinoIn Turin, Italy, Bluetorino, the new car-sharing service with fully-electric cars, was inaugurated on March 18, 2016. The service was officially launched in October 2016.
BlueSGFollowing the agreement signed on June 30, 2016, the BlueSG service, based on the Group’s car-sharing models, will start in Singapore at the end of 2017. It will eventually have a fleet of 1,000 elec-tric vehicles, 2,000 charging terminals spread over 500 stations, and all of the infrastructures necessary for the smooth operation of the service.
Fleet management solutionsThe Bolloré Group offers customized, pri-vate fleet management solutions for compa-nies and communities that wish to act to preserve the environment and to reduce their energy bill. Each solution incorporates “all-inclusive”, flexible and attractive long-term vehicle rental offers that include the maintenance and the connected and remote management of these fleets with reliability, service quality and responsiveness. Blue Applications is offering its clients a head start on the unavoidable changes that will affect their mobility solutions. Businesses and public authorities whose trust we have earned: Atos, Darty, Schindler, Pages Jaunes, the municipality of Drancy, etc.
Recharging infrastructure for electric vehicles
BluelibThe Bolloré Group is planning to deploy a net-work of charging points across France to recharge all types of electric vehicles. Users will benefit from a high-quality service ena-bling them to locate and reserve charging points and providing them with round-the-clock assistance.The final geographical layout of the terminals will take place in consultation with communi-ties and project heads in order to ensure con-sistency with other existing or future projects.
BluePointLondonTransport for London chose the Bolloré Group to handle the development of electric vehicles in London and take over the management of 1,400 charging points. It manages the IT management solution, including the connection of the charging ter-minals to a centralized command system, the establishment of a call center to enable sub-scribers to reserve their spots and receive 24/7 assistance, as well as the creation of a website and mobile applications for geoposi-tioning of the terminals.Over time, the Group will supplement this solution with the development of an Autolib’ style car-sharing service, initially placing 50 cars in circulation and providing 100 addi-tional, dedicated charging terminals. —
Mobile applications
01. Electric vehicles worked their way into the urban fabric in the space of five years.
02. Over 1,000 Autolib' stations deployed accross France.
VEHICLE FLEET4,900 in serviceNUMBER OF STATIONS1,500 deployed
NUMBER OF CHARGING TERMINALS7,800NUMBER OF VEHICLE RENTALS6 million
BLUE SOLUTIONS
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These future-oriented solutions, which are essential to the development of renewable energies, enable us to carry out a major restructuring of our power grids with these new stationary applications (cost, power, ease of deployment, density, reliability). —
Whether for home-based consumption, smart city-wide management or regional network-wide regulation, storage solutions are a key ele-ment of these new solutions.
BluestorageBluestorage is developing a line of energy stor-age solutions from a few kWh to several MWh of stored energy, intended for a variety of end users: electric network companies and electric-ity consumers. For the operators of the electrical network, the solutions developed by Bluestorage make it possible to mitigate the intermittence of renewable energies and thus strengthen the reliability of the networks. The storage facili-ties deployed also improve the economic per-formance of solar and wind farms by aligning electricity production periods with peak con-sumption periods.These solutions are as relevant for the large renewable power plants connected to the grid as they are for the electrification needs of iso-lated areas. Several facilities of this type are in place, including the Bluezones deployed by the Group in Africa.Bluestorage has also set up facilities for indus-trial erasure and diffuse erasure. Whether at the network manager level or the industrial
level, the objective is the same, namely to avoid sizing the power generation fleet to meet peak demand. By storing the energy available during lower-demand periods, Bluestorage systems prevent the construction of new production units, which are often gas-powered.The Group is also studying the existing poten-tial for staggered investment in networks. By positioning storage facilities at strategic loca-tions, a network operator can avoid revising its transmission and distribution infrastructure, which is also sized to ensure energy transfers at peak times.Finally, Bluestorage develops solutions that allow for the hybridization of generators that are often set up by industries in isolated areas. Thanks to the addition of production facili-ties via renewable energies and the use of Bluestorage solutions, diesel consumption and greenhouse gas emissions are signifi-cantly reduced.
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Stationary applications
BLUESTORAGEEnergy storage capacity of up to several MWhNearly 10 Bluezones located in Africa
50 movie theaters and concert halls deployed in Africa
01. Photovoltaic panel station deployed by Bluestorage, especially in Africa.
02. Bluezone in Kaloum, Guinea, electricity storage for renewable energies.
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Bluestorage and the Bluezone concept (in Africa)Electricity storage technologies are essential for the development of renewable energies in countries that are poorly connected to electric-ity grids.Bluestorage has developed a unique solution that combines LMP® batteries with photovol-taic energy to produce and store solar energy to develop fully-electric and fully-autonomous solutions.In Guinea, Togo, Niger and Benin, the Bolloré Group has set up 10 Bluezones since 2014. With energy generated by photovoltaic panels (360 m2) and stored in LMP® battery shelters (180 kWh), several hectares of land with no access to the power grid can be lit and pro-vided with clean drinking water and Internet access. These new spaces enable the develop-ment of a variety of economic, cultural and sports activities. The Bluezones provide a combination of services focused on improving the well-being of local populations and con-tributes to accelerating local development. These projects demonstrate the usefulness of combining photovoltaic energy production and energy storage. In each country hosting a Bluezone, the Bolloré Group offers services that were entirely designed for the needs of the local population.This technology has proved its effectiveness on the ground in extreme climatic conditions and
is now being studied in numerous develop-ment projects that involve rural electrification or the development of sustainable agriculture.
Bluestorage and the CanalOlympia conceptWith support from the Vivendi Group, the CanalOlympia project is a group of 50 movie theaters and concert halls currently being deployed on the African continent.The system developed by Bluestorage pro-vides up to 600 kWh of electricity per day thanks to a hybrid solution that combines solar panels (700 m2) and LMP® batteries (360 kWh of storage per venue).This solution offers reliable and continuous electricity, without depending on fragile net-works or generators, and a clean power supply that reduces CO2 emissions, and it is less expensive or equivalent to a 100% diesel gen-erator solution.
Bluestorage and development of clean transportationThe photovoltaic/LMP® battery mix also makes it possible to create charging stations for electric vehicles, and thus accelerate the devel-opment of clean and autonomous public trans-portation lines.Bluestorage has developed autonomous trans-portation lines on the campuses of the Cocody universities in Abidjan and Yaoundé, on the historic site of the temples of Angkor Wat in Cambodia. Lines are also planned for the Congo, in the Department of Likouala. —
02 —
BLUE SOLUTIONS
14Systems
IER is the leading provider of solutions designed to optimize and secure the flow of goods and persons. IER has developed terminals, self-service terminals and identification and geopositioning systems that have recently made it a key player in the car-sharing market. —
Energy storageWith its expertise in the field of terminals and developments in automatic identification solu-tions, IER has become a major player in new mobility solutions for transportation, and espe-cially for electric car-sharing systems.
Self-service terminalsIER is a global leader in the design, production and sale of self-service terminals for major transport networks (air and rail). IER has developed an entire range of self-service solu-tions from registration to boarding for air travel, as well as collection and information ter-minals for land transport.
Automatic identificationIER designs, develops and integrates a combi-nation of identification, traceability and mobil-ity solutions for use by industry and by logistics
and transportation operators. With expertise encompassing a comprehensive range of tech-nologies, including bar code, RFID, vocal, Wi-Fi and GPRS, IER has become the gold standard for integration and service for the entire supply chain.
Security and access control equipmentThrough its subsidiary Automatic Systems (AS), IER also offers a complete range of secure solutions for pedestrian and vehicular access, and for the protection of sensitive sites. Thanks to its international distribution network, AS is one of the leading global suppliers of large security integrators. —
REGISTRATION DOCUMENT 2016
15
MarketPolyconseil offers a comprehensive range of dig-ital transformation solutions for CAC 40 compa-nies and is working alongside governments and local authorities to build the cities of tomorrow.
Smart citiesAs a specialist in new technologies and digital services, Polyconseil assists its public and pri-vate partners with issues involving smart mobil-ity, smart grids, digital regional development, innovative services for municipalities, onboard connectivity and communicating vehicles.Polyconseil’s mission under the Autolib’ project was to guide the entire project to create the Autolib’ car-sharing operation.Since the public launch of the service, Polyconseil has been involved in the develop-ment of Autolib’ and other car-sharing services offered by Blue Solutions: Bluely in Lyon, Bluecub in Bordeaux and Blueindy in the United States, and soon Bluecity in London and BlueSG in Singapore. It guides Autolib’s technology deci-sions in becoming a leader in smart mobility.Beyond that, Polyconseil is heavily involved in expanding the activities of Blue Solutions and Blue Applications.Drawing on its expertise in strategic and busi-ness research, its understanding of the energy issues at play in France, Europe and abroad, and its knowledge of the regulatory framework applicable in different countries, Polyconseil works with Blue Solutions on:
f identifying strategic opportunities to create value from its electrical storage capabilities in these various markets;
Polyconseil offers its customers comprehensive IT solutions, ranging from strategic frameworks to operations and monitoring of results. Its team of consultants, consisting of more than 100 people, creates value from its experience in managing complex projects and from a team of 80 advanced engineers in telecommunications, Internet, M2M (mobile to mobile) technologies, and the management and supervision of electrical energy. —
Polyconseil was founded in 1989 with the aim of creating a team of experts with a passion for new digital technologies. Today, it is a team that guides public and private stakeholders as they build their offers and infrastructures, but also supports them in implementing robust processes and taking control of data.
f creating its roadmap to becoming the undis-puted leader in storage, energy management and incorporation of renewable energy sources;
f designing its value proposition to consum-ers, businesses, energy producers and local authorities.
Polyconseil’s other sectors of expertise are tele-communications, media strategy and emerging markets. —
BLUE SOLUTIONS
16
Blue Solutions, as a subsidiary, includes within its activities the four main pillars of the corporate social responsibility policy defined by the Bolloré Group:
f bringing the Group together around a shared corporate culture and ethical standards;
f innovating in response to major economic and environmental changes;
f investing in women and men; f taking action for local development.
Bringing the Group together around a shared corporate culture and ethical standardsBlue Solutions’ ethical commitments, a critical prerequisite to good governance, demonstrate a desire to develop and main-tain the trusting relationships necessary to sustain its business activities over the long term. Blue Solutions, as a subsidiary of the Bolloré Group, applies the Group’s ethical standards and values:
f ethical standards common to the Bolloré Group, deployed locally in conjunction with the Group Ethics Officer;
f deployment of the Bolloré Group’s values charter;
f ensuring that its activities do not consti-tute an obstacle to human rights.
Innovating in response to major economic and environmental changesThe Bolloré Group attaches great impor-tance to reducing the environmental impact of its business activities. Blue Solutions takes this effort one step further and seeks to have a positive effect by addressing two environ-mental challenges: the development of clean transportation systems and access to sources of renewable energy. The Group’s environ-mental policy is structured around two major commitments:
Preventing and reducing the impact of its activitiesTo run its businesses responsibly, it must, above all else, manage the risks that are associ-ated with them. The risk mapping exercise performed in 2008 for the Group enabled us to identify priority risks for each division and consolidate risk management procedures at Group level while taking into account the diversity of the Group’s businesses. The risks were identified and their impacts assessed by the management committees of each division. The action plans arising from these analyses have transformed what may have appeared to be a constraint into an opportunity for devel-opment, both in technological and financial terms, of the Group’s businesses.
Innovate to anticipate new environmental requirementsIn the face of energy constraints and global warming, clean electricity production and stor-age have become major challenges for people, cities and governments. Anticipating these new needs, the Group has invested in a research and development program for over twenty years which has made it possible to produce new technologies based on the Lithium Metal Polymer (LMP®) battery.These technologies are core to the innovative systems developed by the Bolloré Group, rang-ing from electric vehicle car-sharing systems to the implementation of end-to-end stationary solutions for the production, storage and distri-bution of decentralized, clean and free electric-ity using solar energy, particularly in Africa. They make it possible to offer citizens environ-mentally-friendly electric mobility solutions, to improve the management of energy produc-tion and consumption, and to foster the inte-gration of renewable energies, in both developed and developing countries.
Investing in women and menThe financial performance of the Bolloré Group and Blue Solutions is based on the com-mitment of the women and men who work to achieve it. Its social policy is mainly based on three core concepts.
f Attracting talent and building employee loyaltyThis concept implies the formalization of a coherent and equitable salary policy at the Group level through the deployment of a dynamic recruitment policy and controlled management of the careers of its employees.
f Conducting health and safety policy with the highest standardsThis desire is reflected in the Group’s com-mitment to protect the working environ-ments of its employees and to prevent the risk workplace accidents through a sustained policy of certifications based on major benchmarks and an effective health and safety policy.
f Developing employee skillsThis concept is characterized by a strategy for the management and development of high potential through a sustained training policy to prepare for the skills of tomorrow and by professional development prospects supported by internal mobility.
Taking action for local developmentSocietal policy is structured around three commitments:
f strengthening the local presence of Blue Solutions’ activities;
f promoting the social commitment of employees;
f establishing listening, discussions and collab-oration with stakeholders. —
MORE INFORMATION ON SOLIDARITYefforts and local development on www.blue-solutions.com
Corporate social responsibility
REGISTRATION DOCUMENT 2016 17
Blue SolutionsAnnual financial report 2016
Contents
1. Persons responsible 20
2. Names of the Statutory Auditors 20
3. Financial information 21
4. Risk factors 23
5. Information about the issuer 33History and development of the company 33
Capital expenditure 33
6. Business overview 34
7. Organizational chart 45Description, main subsidiaries 45
8. Property, plants and equipment 48
9. Financial and operating income review 50
10. Cash and share capital 51
11. Research and development, patents and licenses 52
12. Trend information 55Future prospects and goals 55
13. Profit forecasts and estimates 55
14. Administrative and management bodies 55Information on administrative and management bodies 55
15. Compensation and benefits of company officers 67
16. Functioning of the Board and management 73Terms of offi ce of directors, services contracts, Audit Committee,corporate governance regime and organization of the Board’s work 73
17. Information on the social and environmental responsibility of Blue Solutions 76
18. Major shareholders 96Information on the shareholder base and voting rights at December 31, 2016, issuer’s control and agreements that could result in a change in control 96
18 BLUE SOLUTIONS
SOMMAIRE
19. Related-party transactions 97
20. Financial information concerning the issuer ’s assets and liabilities, financial position and earnings 97Information incorporated by reference 97
Pro forma fi nancial information 97
Consolidated fi nancial statements at December 31, 2016 99
Separate fi nancial statements at December 31, 2016 135
Dividend distribution policy 152
21. Additional information 155Information about share capital, articles of incorporation and articles of association 156
22. Significant contracts 159
23. Information from third parties, statements by experts and declarations of interest 163
24. Documents on display 163
25. Information on shareholdings 163
Appendix 165Tables of correspondence between the management report and the Blue Solutions registration document 166
Cross-reference table between the registration document and the annual fi nancial report 167
Cross-reference table of the section headings called for in Appendix 1 of EC Regulation no. 809/2004 of April 29, 2004 168
Chairman’s report on the composition of the Board of Directors and the conditions for the preparation and organization of its work, and on the internal control and risk management procedures implemented by the company 170
Statutory Auditors’ report , prepared in accordance with article L. 225-235 of the French company law (Code de commerce) on the report prepared by the Chairman of the Board of Directors of the company 178
Statutory Auditors’ special report on regulated agreements and commitments 179
Agenda of the Ordinary General Meeting of June 1, 2017 180
Presentation of the resolutions put to the Ordinary General Meeting 180
Resolutions presented to the Ordinary General Meeting of June 1, 2017 182
19REGISTRATION DOCUMENT 2016
1. Persons responsible
1. Persons responsible
PERSON RESPONSIBLE FOR THE REGISTRATION
DOCUMENT
Gilles Alix, Chief Executive Offi cer, Blue Solutions.
CERTIFICATION GIVEN BY THE OFFICER RESPONSIBLE
FOR THE REGISTRATION DOCUMENT
CERTIFICATION GIVEN BY THE CHIEF EXECUTIVE OFFICER OF BLUE SOLUTIONS
“To the best of my knowledge and having taken all reasonable measures for such
purpose, I certify that the information contained herein gives a true and fair view of
the facts and that no material information has been omitted.
To the best of my knowledge, I certify that the fi nancial statements have been pre-
pared in accordance with the applicable accounting standards and give a true view
of the company’s fi nancial situation and results and of all of the companies within
the scope of consolidation, and that the management report, attached, faithfully
refl ects the changes in the company’s business, results and fi nancial situation and
all of the companies within the scope of consolidation and that it describes the
main risks and uncertainties that they face.
I have obtained from the Statutory Auditors a completion letter (lettre de fi n de
travaux) in which they state that they have verifi ed the information concerning the
fi nancial situation and fi nancial statements herein, and have carried out a review of
the entire registration document.”
Puteaux, April 27, 2017
Gilles Alix
2. Names of the Statutory Auditors
PRINCIPAL STATUTORY AUDITORS
Constantin associés
185, avenue Charles-de-Gaulle
92200 Neuilly-sur-Seine – France
Represented by Jean Paul Séguret
A member of the Versailles Regional Institute of Statutory Auditors.
First appointed: December 11, 1998.
Renewals of terms of office: Ordinary General Meetings of June 17, 2010 and
June 3, 2016.
Term of offi ce: six years.
End date of term of offi ce: at the end of the Ordinary General Meeting called to
approve the fi nancial statements for the year ended December 31, 2021.
AEG Finances – audit expertise gestion
29, rue du Pont
92200 Neuilly-sur-Seine – France
Represented by Jean-François Baloteaud
A member of the Paris Regional Institute of Statutory Auditors.
Date of fi rst appointment: June 14, 2013.
Term of offi ce: six years.
End date of term of offi ce: at the end of the Ordinary General Meeting called to
approve the fi nancial statements for the year ended December 31, 2018.
ALTERNATE STATUTORY AUDITORS
CISANE
185, avenue Charles-de-Gaulle
92524 Neuilly-sur-Seine – France
A member of the Versailles Regional Institute of Statutory Auditors.
Date of fi rst appointment: June 17, 2010.
Renewals of terms of offi ce: Ordinary General Meeting of June 3, 2016.
Term of offi ce: six years.
End date of term of offi ce: at the end of the Ordinary General Meeting called to
approve the fi nancial statements for the year ended December 31, 2021.
Institut de gestion et d’expertise comptable – IGEC
3, rue Léon-Jost
75017 Paris – France
A member of the Paris Regional Institute of Statutory Auditors.
Date of fi rst appointment: June 14, 2013.
Term of offi ce: six years.
End date of term of offi ce: at the end of the Ordinary General Meeting called to
approve the fi nancial statements for the year ended December 31, 2018.
20 BLUE SOLUTIONS
3. Financial information
3. Financial information
3.1. BLUE SOLUTIONS
CONSOLIDATED INCOME STATEMENT
(in millions of euros) 2016 2015 2014
Turnover 109 122 97
EBITDA(1) 18 22 11
Operating income (0.4) 3 (6)
Financial income 1.7 (2.9) 0.5
Share in net income of operating companies accounted for using the equity method 0.0 0.2 0.1
Taxes (1.3) (0.5) (0.2)
NET INCOME (0.1) 0.0 (6)
of which Group share (0.1) 0.0 (6)
(1) EBITDA is not a standardized accounting measure. It corresponds to the consolidated net operating income excluding net depreciation, amortization and provisions.
CONSOLIDATED BALANCE SHEET
(in millions of euros) 12/31/2016 12/31/2015 12/31/2014
Shareholders’ equity 138 136 134
Shareholders’ equity, Group share 138 136 134
Net debt 22 19 20
INDICATOR
2016 2015 2014
Number of batteries sold 2,460 2,849 2,291
21REGISTRATION DOCUMENT 2016
3. Financial information
3.2. BLUE APPLICATIONS
For the year ended December 31(in thousands of euros) 2016 2015
Bluecarsharing, Bluecar, Autolib’ and other car-sharing companies(1)
– Turnover 74,212(2) 49,269(2)
– Operating income (122,946) (94,519)
Bluebus(3)
– Turnover 21,046(4) 13,510(4)
– Operating income (36,573) (18,558)
Blueboat(5)
– Turnover 0 0
– Operating income (652) (625)
Bluetram(5)
– Turnover 335(6) 2,471(6)
– Operating income (6,179) (2,954)
Bluestorage(3)
– Turnover 1,899(7) 10,889(7)
– Operating income (7,462) (11,381)
IER(8)
– Turnover 155,570(9) 153,709(9)
– Operating income (3,294) (859)
Polyconseil(5)
– Turnover 26,688(10) 24,250(10)
– Operating income 6,031 5,634
(1) Combined data under IFRS (unaudited).
(2) Including 3,131 thousand euros for the year ended December 31, 2016 and 4,934 thousand euros for the year ended December 31, 2015 with entities making up Blue Solutions or Blue
Applications.
(3) Combined data under IFRS (unaudited).
(4) For the year ended December 31, 2016, 539 thousand euros were generated with entities making up Blue Solutions or Blue Applications. For the year ended December 31, 2015, 5,612 thousand
euros were generated with entities making up Blue Solutions or Blue Applications.
(5) Data from the separate fi nancial statements according to French standards.
(6) Including 2,245 thousand euros for the year ended December 31, 2015 with entities making up Blue Solutions or Blue Applications.
(7) Including 1,637 thousand euros for the year ended December 31, 2016 and 10,876 thousand euros for the year ended December 31, 2015 with entities making up Blue Solutions or Blue
Applications.
(8) Data from the consolidated fi nancial statements under IFRS (unaudited).
(9) Including 27,953 thousand euros for the year ended December 31, 2016 and 34,250 thousand euros for the year ended December 31, 2015 with entities making up Blue Applications, and
664 thousand euros for the year ended December 31, 2016 and 629 thousand euros for the year ended December 31, 2015 with Blue Solutions.
(10) Including 16,676 thousand euros for the year ended December 31, 2016 and 17,448 thousand euros for the year ended December 31, 2015 with entities making up Blue Solutions or Blue
Applications.
22 BLUE SOLUTIONS
4. Risk factors
4. Risk factorsThese risks are those which Blue Solutions deems likely to have an adverse
material eff ect on Blue Solutions, its activity, its fi nancial situation, its results or
outlook, and that are important to know.
4.1. RISKS RELATED TO THE TECHNOLOGY CHOICES
AND BUSINESS OF BLUE SOLUTIONS
4.1.1. BLUE SOLUTIONS CANNOT GUARANTEE THAT ITS TECHNOLOGY, IN PARTICULAR LITHIUM METAL POLYMER (LMP®) BATTERIES, WILL BE AS SUCCESSFUL AS IT EXPECTS; OTHER EXISTING OR FUTURE TECHNOLOGY MAY PROVE MORE EFFICIENT
Blue Solutions manufactures and sells electric batteries and supercapacitors, the
development of which has required signifi cant capital expenditure.
Even though it is confi dent about the prospects off ered by these new activities,
Blue Solutions remains prudent, given the technological risk that such capital
expenditure may present.
The Bolloré Group has invested heavily in the development of lithium metal pol-
ymer (LMP®) batteries (Blue Solutions believes it is the only company to have this
technology) and high-performance supercapacitors. Blue Solutions bases its
strategy and objectives on these technologies.
LMP® batteries and supercapacitors are, at the date of this document, the only
technologies being developed by Blue Solutions. Blue Solutions considers that
LMP® technology has advantages over other existing technologies and that it is in
a position to meet the needs of potential clients in diff erent segments of activity,
in particular in the emerging sectors of electric vehicles and storage batteries.
However, the developments and needs of the markets concerned by the products
sold or to be sold may not correspond to Blue Solutions’ expectations. Blue
Solutions cannot guarantee that its products will meet the expectations of its
potential clients, nor can it guarantee the success of its technologies and its
capacity to make them indispensable on the aforementioned markets.
Moreover, diff erent existing or future technologies may meet the same needs as
those covered by the technologies from Blue Solutions. Blue Solutions cannot
guarantee the competitiveness of its products against products developed based
on these other technologies. If the technologies adopted by Blue Solutions are
superseded by other technologies, Blue Solutions’ activities and results may be
adversely aff ected.
In addition, should Blue Solutions’ technologies not be as successful as expected,
and in the absence of alternative solutions developed by Blue Solutions, the
deployment of new or improved technologies would require signifi cant capital
expenditure and time. Any inability of Blue Solutions or Blue Applications to
develop new or improved technologies, or to react to changes impacting the
existing technologies, could signifi cantly delay the development and sale of new
products by Blue Solutions, which could result in a loss of competitiveness,
turnover and market shares in favor of its competitors.
The occurrence of one or more of the risks described above may have an adverse
material eff ect on the activities, fi nancial position, earnings or outlook of Blue
Solutions.
4.1.2. THE MARKET FOR ENERGY STORAGE AND ITS APPLICATIONS DEPENDS ON PUBLIC POLICY
The activities associated with energy storage are currently favorably infl uenced
by national and international public policies supporting clean energy, either
through favorable purchasing prices, tax credits, subsidies or other incentives, as
well as by rules relating to the environment, such as standards for the reduction
of CO2 emissions. The market for energy storage applications is also infl uenced
by these policies. One example is the subsidy paid on electric vehicle sales in
France since November 1, 2013. Another example is the subsidy received by
households in Germany to install batteries in their homes. Challenging or
changing these mechanisms could have an adverse material eff ect on the market
for these products.
The reduction in tax revenue resulting from the economic crisis and slowdown
could negatively impact the amount of public funds available to implement such
policies that support energy storage solutions. In diffi cult economic times, public
policies in favor of energy storage solutions might not be considered priority or
might be abandoned, in particular due to the perception that too much invest-
ment and time are required. Moreover, the public policies currently in place could
be replaced by less favorable measures.
Such events could have a material adverse eff ect on the activity, fi nancial posi-
tion, results or outlook for Blue Solutions.
Recent public policy in both Europe and in the United States, largely driven by
COP21, provides incentives for the use of clean transport and renewable
energies.
4.1.3. BLUE SOLUTIONS’ ACTIVITIES WILL DEPEND NOTABLY ON THE COMPETITIVENESS OF ELECTRICAL ENERGY COMPARED WITH TRADITIONAL FOSSIL ENERGY (OIL AND GAS) OR ALTERNATIVE TECHNOLOGIES (LPG AND BIOFUELS)
The development of certain markets in which Blue Solutions has invested and
the success of its activities will depend in particular on the competitiveness of
the production of electrical energy versus traditional fossil fuel sources.
This competitiveness will depend notably on the capital expenditure and costs
necessary for the production of energy, price fl uctuations, raw materials and/or
fossil fuel supply conditions (oil and natural gas, for example).
In the fi eld of renewable energies, the production of electricity may thus require
capital expenditure and signifi cant costs. If these capital expenditures and costs
are higher than those required in the production of energy using fossil fuels, Blue
Solutions’ activity could be aff ected.
In terms of mobile applications, the growing demand for batteries for electric
vehicles is also linked to the instability of the price of oil over recent years and
regulations and policies intended to promote alternative energy sources. A signif-
icant decrease in the price of energy from fossil fuels and/or a medium- or long-
term decrease in the price of gasoline could impact government and private
policies and initiatives in favor of alternative energy, as well as the perception of
the economic interest of such energy by end consumers. Moreover, the signifi -
cant development of alternative technologies, such as modern diesel, ethanol,
fuel cell energy (hydrogen fuel cells), compressed natural gas, or improvements
in the combustion engine could reduce the existing interest for completely elec-
tric vehicles and have an adverse material eff ect on the activities and outlook of
Blue Solutions.
The success of the products and solutions developed by Blue Solutions depends
in particular on its capacity to off er batteries with better technical characteristics
and more competitive pricing than traditional fossil fuel energy or more recently
developed alternative technologies.
Finally, the competitiveness of electrical energy compared to traditional fossil
energy or more recent technologies will also depend on national and interna-
tional regulations, especially with regard to taxation.
Taxes on electrical energy could aff ect its competitiveness compared to other
energies and thus have an impact on Blue Solutions’ activities.
Any change in the factors described above could result in a decrease in the
demand for batteries for mobile or stationary applications and have an adverse
material effect on the activity, financial position, results or outlook of Blue
Solutions.
23REGISTRATION DOCUMENT 2016
4. Risk factors
4.1.4. ENERGY STORAGE SOLUTIONS IN GENERAL, AND BLUE SOLUTIONS’ TECHNOLOGY IN PARTICULAR, MIGHT NOT GAIN MARKET ACCEPTANCE
The development and success of Blue Solutions’ activities depend on the
acceptance by the market of energy storage solutions that it is developing and
selling in the fi elds of mobility (in particular electric vehicles) or stationary uses.
Blue Solutions cannot guarantee that the energy storage solutions that it sells or
that are sold by other players in the sector will meet the needs of the market or
potential clients. Insofar as the energy storage market is in development,
acceptance of the products and solutions off ered will depend on diff erent factors
including pricing conditions, applicable regulations, the services off ered, and the
perception by the market of the technologies off ered, notably in terms of price,
quality, performance and safety. At the date of this document, Blue Solutions is in
a unique market position as the forerunner of LMP® technology and must there-
fore teach its clients how to use its solutions and integrate them into their
energy production systems. However, adequately meeting the needs of clients
and gaining market acceptance of LMP® batteries remain uncertain insofar as
this market is in a relatively early stage of development.
Such acceptance is directly associated with the current and future perceptions of
end consumers with respect to LMP® batteries, in particular in terms of reliability,
cost and safety. Moreover, end-consumer confi dence in the reliability of LMP®
technology could be altered by technical incidents involving LMP® batteries and,
more indirectly, involving products and services off ered by Blue Applications and
even products using competing technologies. In particular, in the fi eld of mobil-
ity, the development of electric vehicles and their ability to adequately respond
to consumers’ needs and habits are mainly limited by the dual need to use,
fi rstly, batteries that have adequate autonomy, and subsequently to ensure that
charging infrastructure is available. Due to these factors, Blue Solutions considers
that electrical vehicles constitute a means of transportation adapted to urban
areas, but cannot guarantee that the market will develop.
The occurrence of one or more of the risks described above may have an adverse
material eff ect on the activities, fi nancial position, earnings or outlook of Blue
Solutions.
4.1.5. DIFFICULTIES IN THE AUTOMOTIVE INDUSTRY MIGHT IMPACT THE ACTIVITIES OF BLUE SOLUTIONS AND BLUE APPLICATIONS
Part of Blue Solutions’ and Blue Applications’ activities is related to the automo-
tive industry and could be affected by difficulties that the latter could
encounter.
At the date of this document, Blue Solutions’ activities and the assumptions used
to establish its business plans and objectives do not include establishing com-
mercial relations with automotive industry players to sell its batteries and
supercapacitors. However, if its batteries and supercapacitors are sold to
automotive manufacturers, Blue Solutions could be impacted by economic diffi -
culties encountered by the players in this industry, which are uncertain and diffi -
cult to anticipate. These diffi culties could jeopardize orders for products and
solutions or medium- and long-term partnerships, reduce expenditure on
developing alternative energy solutions for the automotive market, and cause
delays or cancellations in the development or sale of hybrid and electric vehicles
or new or existing programs.
Furthermore, demand in the automotive market is highly volatile and depends
largely on the political, economic and social environment.
Any variation in the demand could have an adverse eff ect on the fi nancial situa-
tion, result or outlook of Blue Solutions.
Diffi culties in the automotive industry could also have an adverse material eff ect
on the activity, fi nancial position and results or outlook of Blue Solutions or Blue
Applications.
4.1.6. THE PRODUCTION, SALE AND MARKETING OF BLUE SOLUTIONS MOBILITY PRODUCTS AND TECHNOLOGY WILL DEPEND ON ITS ABILITY, AND THAT OF BLUE APPLICATIONS, TO ESTABLISH AND MAINTAIN PARTNERSHIPS WITH PLAYERS IN THE AUTOMOTIVE INDUSTRY
Blue Applications has entered into agreements with partners involved at diff er-
ent levels of the automotive production chain, in particular for the construction
and assembly of vehicles as well as for computer systems. Blue Solutions could
also enter into such agreements. In case of termination or non-renewal of the
agreements with these partners, Blue Applications, or, if applicable, Blue
Solutions, could encounter difficulties entering into agreements with other
partners with equivalent, or at least satisfactory, technical and fi nancial condi-
tions, which could have an adverse material effect on the quantities and the
conditions for purchasing items delivered by Blue Solutions to Blue Applications.
Blue Applications strives, however, to keep negotiations open with a number of
potential partners in order to ensure that additional or alternate solutions can be
implemented.
4.1.7. BLUE SOLUTIONS MIGHT NOT ACHIEVE A POSITIVE RETURN ON INVESTMENT, CONTROL ITS PRODUCTION COSTS, OR BE PROFITABLE
As a result of signifi cant expenditure by the Bolloré Group and Blue Solutions on
research and development and on Blue Solutions’ production capabilities, Blue
Solutions has not broken even to date. It anticipates further losses and signifi -
cant expenditure in the near future insofar as its activities and production capa-
bilities remain in the development phase. Moreover Blue Solutions could sustain
additional losses not yet foreseen, for a certain number of reasons, including the
other risks described in this section, and could have to bear expenses, diffi culties,
complications, delays and unforeseen events.
Blue Solutions’ production and operating costs remain high due in large part to
its business activity being in the development phase. Improving profi tability will
depend on a number of factors, in particular the growth of production and sales
volumes and thus an improved rate of absorption of fi xed production costs and
a reduction in variable production costs and the cost of raw materials. Blue
Solutions cannot guarantee that it will control these costs in the future and thus
improve its results. Moreover, Blue Solutions might have to incur new expenditure
in the future. These factors could hinder achieving and maintaining Blue
Solutions’ future profi tability. If Blue Solutions is not in a position to maintain a
level of expenditure in line with its turnover, its fi nancial situation, earnings and
outlook could be adversely aff ected.
Blue Solutions’ EBITDA has been positive since 2014 and, in 2016, operating
income was slightly negative aft er recording a slightly positive operating income
in 2015.
The level of development of its activities and the degree of maturity of its mar-
kets make it diffi cult to assess the future development outlook for Blue Solutions
from the current consolidated financial statements. The development of its
activities or markets may not correspond to Blue Solutions’ expectations. Blue
Solutions’ fi nancial position and results could thus be signifi cantly diff erent from
its objectives or forecasts.
4.1.8. BLUE SOLUTIONS MIGHT BE UNABLE TO KEEP UP WITH GROWING DEMAND FOR ELECTRIC BATTERIES AND THUS LOSE MARKET SHARE
Client decisions are aff ected by numerous factors (such as market development
or public regulations) that may be diffi cult to predict.
Should Blue Solutions’ technology and, more generally, the development and use
of batteries for mobile and stationary applications be successful, Blue Solutions
may have to make additional capital expenditure, or it might not be in a position
to profitably increase its production capacity. In anticipation of its business
development and as of the date hereof, Blue Solutions has launched a major
investment drive with a view to signifi cantly increasing the production capability
of its French and Canadian sites.
24 BLUE SOLUTIONS
4. Risk factors
The circumstances described above may, however, cause it to lose market share
and have a material adverse eff ect on its activity, fi nancial position, earnings or
outlook that cannot currently be foreseen.
4.2. RISKS RELATED TO THE INDUSTRIAL ACTIVITIES AND
THE ORGANIZATION OF BLUE SOLUTIONS
4.2.1. BLUE SOLUTIONS’ BATTERIES MIGHT MALFUNCTION OR EVEN CEASE TO FUNCTION, THUS NEEDING REPLACEMENT AND FAVORING ITS COMPETITORS
Due to the complex technology of the batteries made by Blue Solutions and their
applications, Blue Solutions is not in a position to guarantee that Blue
Applications and its clients will not experience failures or diffi culties related to
the quality of its products.
Despite the experience acquired through Blue Applications in developing
car-sharing projects, Blue Solutions remains at a stage where it is still developing
these technologies and discovering potential problems which might be related to
the quality of its products. In particular, Blue Solutions continues, in collabora-
tion with Blue Applications and its clients, to gain new understanding of the
functioning and integration of its products in the fi nal systems and applications
sold by Blue Applications. Blue Solutions might not be able to foresee all faults or
quality issues that the products may encounter. Products sold in demanding
environments such as public transportation and the automotive market might
require additional operating characteristics that might unexpectedly interfere
with the proper functioning of the products sold by Blue Solutions.
LMP® batteries manufactured by Blue Solutions might also experience electronic
defects (for example regarding converters or connections) that may require
repair or replacement as well as corrective actions on the production of future
LMP® batteries. Such defects have a limited impact due to the active and passive
control systems integrated in the LMP® batteries manufactured by Blue
Solutions. Moreover, Blue Solutions extends a guarantee of one year on LMP®
batteries and two years on supercapacitors.
Leasing agreements for LMP® batteries entail the replacement of defective
products for the term of the lease.
Although it has set up procedures to anticipate the technological defects its
products might develop or to deal with potential product returns and the imple-
mentation of the necessary corrective measures if a defect is identified, Blue
Solutions might nevertheless not be in a position to detect and remedy all
defects affecting the products sold and to manage the difficulties related to
returns of defective products.
Processing the defects identifi ed could result in additional expenses which could
have a material adverse eff ect on its activity, fi nancial situation, earnings or out-
look. Furthermore, the recall of defective products and the processing of identi-
fi ed defects could have material adverse eff ects on the image of Blue Solutions
and its products.
4.2.2. BLUE SOLUTIONS MIGHT BE UNABLE TO MEET ITS CLIENTS’ REQUIREMENTS IN TERMS OF QUALITY AND CUSTOMER SERVICE
If Blue Solutions is not able to meet clients’ requirements in terms of quality of
the products and customer service, this could lead to claims against it, a change
in the brand and, more generally, could damage its reputation. It could also result
in diverting resources elsewhere, insofar as this would incur additional expenses
for compliance or compensation, which would be likely to hinder its commercial
and marketing eff orts and thus hurt its competitive position and, more generally,
have an adverse material effect on its activity, financial position, results or
outlook.
4.2.3. BLUE SOLUTIONS DEPENDS ON EXTERNAL SUPPLIERS FOR THE PROVISION OF RAW MATERIALS AND KEY COMPONENTS AND, IN THE EVENT THAT THE TECHNOLOGY USED IN THESE BATTERIES PROVES SUCCESSFUL IN TRANSPORTATION AND OTHER APPLICATIONS, ACCESS TO THESE COMPONENTS UNDER SATISFACTORY ECONOMIC CONDITIONS COULD BE RESTRICTED
Blue Solutions depends on third parties to obtain raw materials, components
and manufacturing equipment, and may have diffi culties substituting one sup-
plier with another, increasing the number of suppliers, or changing components
due to a supply interruption or increased industry demand.
At the date of this document, Blue Solutions sources each of the main compo-
nents and raw materials necessary for the manufacture of LMP® batteries (lith-
ium metal, lithium salts, polymers and lithium iron phosphate) and
supercapacitors from at least two suppliers, except for four-band current collec-
tors which it sources from a single supplier. There is no guarantee that Blue
Solutions can continue to obtain supplies from its suppliers under reasonable
and satisfactory conditions.
Moreover, such supplies are not necessarily covered by formal or long-term con-
tracts. Entering into contracts on an annual basis allows Blue Solutions to opti-
mize and renegotiate prices based on its needs and frees it from committing to
volumes over the long term. Blue Solutions is also dependent on the quality of
the products and components purchased from its suppliers.
Blue Solutions may thus depend on certain suppliers of certain raw materials or
components, either because of an exclusive or almost exclusive relationship, or
due to the significant weighting of the suppliers in the purchases made. The
changing balance between the off er and the demand, the existence of defects in
the products or components supplied, and the failure of a supplier or occurrence
of a dispute with a supplier could aff ect Blue Solutions’ ability to obtain, within
the required time frames, quality raw materials and sufficient quantities of
manufacturing components and equipment at competitive prices. Should one or
more of these events occur, it could delay the production of batteries, aff ect Blue
Solutions’ ability to honor current or future orders, and damage its reputation
and profi tability and, accordingly, have a material adverse eff ect on the activity,
fi nancial position, earnings or outlook of Blue Solutions.
4.2.4. BLUE SOLUTIONS MIGHT BE UNABLE TO MAINTAIN ITS PRODUCTION CAPACITY
Blue Solutions’ products are manufactured in a factory near Quimper in France
and near Montreal in Canada. It has launched a major investment drive with a
view to signifi cantly increasing the production capability of its sites, in particular
by building a new factory in Brittany and by setting up new production lines in
Brittany and Canada.
Blue Solutions’ production sites may encounter incidents which interrupt the
manufacture of its products, either temporarily or over the long term, and which
may have adverse material eff ects on the activities, fi nancial position, earnings or
outlook of Blue Solutions.
Moreover, Blue Solutions cannot guarantee that the current capital expenditure
will be adequate in order to meet the demand for products and the market
requirements.
25REGISTRATION DOCUMENT 2016
4. Risk factors
4.2.5. BLUE SOLUTIONS RELIES ON CERTAIN KEY EMPLOYEES AND WILL HAVE TO RECRUIT PERSONS WITH SIMILAR SKILLS IN ORDER TO DEVELOP ITS ACTIVITIES
The success of Blue Solutions’ activities will depend in particular on the involve-
ment and expertise of the members of its management team and key employees.
The departure of one or more of these persons could result in loss of know-how
and might put certain activities at risk, even more so if the departure is to a
competitor. A lack of technical skills could slow the development necessary for
Blue Solutions’ activities and ultimately alter its ability to achieve its objectives.
Moreover, Blue Solutions could need to recruit new executives or employees who
are highly qualifi ed and diffi cult to attract for the development of its activities.
Blue Solutions considers, however, that it has set up an attractive compensation
and training policy to attract and retain its key employees.
If Blue Solutions is not able to attract and retain such key persons, this could
prevent it from reaching its objectives and have an adverse material eff ect on its
activity, fi nancial position, earnings and outlook.
Blue Solutions does not have any guarantees in place for “loss of key people”.
4.2.6. BLUE SOLUTIONS MIGHT SUFFER DAMAGE TO ITS REPUTATION
Blue Solutions is exposed to risks of various kinds of attacks that may damage its
reputation. Blue Solutions’ products and solutions are subject to studies and
analyses which may include data or conclusions that are erroneous or unfavora-
ble to the image of Blue Solutions or Blue Applications. Moreover, the occurrence
of one or more of the risks described in this chapter of the document, in particu-
lar in case of technical failure of the products and solutions developed by Blue
Solutions or, more indirectly, by Blue Applications, could have a negative impact
on Blue Solutions’ reputation.
This type of damage is made even easier by the use of new means of communi-
cations such as the Internet and social media, which show reactions in real time
and exponentially disseminate information. The activity, financial situation,
earnings and outlook of Blue Solutions could be negatively affected if Blue
Solutions’ image is damaged or negative events have occurred.
4.3. RISKS RELATED TO THE ORGANIZATION OF RELATIONS
BETWEEN BLUE SOLUTIONS AND BLUE APPLICATIONS
4.3.1. ALL BATTERIES MANUFACTURED BY BLUE SOLUTIONS ARE CURRENTLY DISTRIBUTED TO BLUE APPLICATIONS, BLUE SOLUTIONS IS THEREFORE DIRECTLY EXPOSED TO THE RISKS FACING BLUE APPLICATIONS
All LMP® batteries produced by Blue Solutions are sold or leased to Blue
Applications (Bluecar, Bluebus, Bluestorage and Bluesun).
Blue Solutions’ activity is thus strongly dependent on Blue Applications’ situation
as well as its ability to constantly ensure the development and sale of its storage
applications.
Nevertheless, the conclusion of partnership negotiations in the area of mobility
with the automotive industry players, and/or a refocusing, partial or whole, of the
sales strategy of Blue Solutions towards players in the stationary market other
than Blue Applications could reduce this dependence in the future.
Events aff ecting Blue Applications, in particular incidents involving services or
products offered by Blue Applications which may not be caused by products
distributed by Blue Solutions, could have an adverse material effect on the
activity, fi nancial position, earnings or outlook of Blue Solutions.
The technology developed by Blue Solutions might not be adopted by Blue
Applications’ clients, or might not effectively and securely meet industry
requirements in terms of power and storage capacity. In particular, Blue
Applications might not be in a position to develop and sell new innovative prod-
ucts, to make potential clients aware of the value of its products or to maintain a
competitive advantage.
Blue Solutions and Blue Applications have entered into a long-term contract for
the supply of products by Blue Solutions to Blue Applications. At the date of this
document, the terms of this contract are being renegotiated by the Board of
Directors of Blue Solutions and Bolloré, in particular in light of the simultaneous
development of competitors in lithium ion, in large volumes and at low prices
(see sections 12 and 22.1.3.3 of this document). Blue Solutions cannot however
guarantee that this contract and its terms will be upheld, particularly as they
stand at the end of this renegotiation. In the event that one or more of the risks
described above should occur, this may have an adverse material eff ect on the
fi nancial and operating results of Blue Solutions. In such a case, Blue Solutions
cannot guarantee that it will be in a position to develop and maintain commer-
cial relations with other potential clients.
4.3.2. THE DEVELOPMENT OF BLUE SOLUTIONS’ ACTIVITIES WILL DEPEND ON EXERCISING SALE OPTION AGREEMENTS IN RESPECT OF BLUE APPLICATIONS
Blue Solutions, which remains under the control of the Bolloré Group aft er listing
on the NYSE Euronext (Paris) regulated market, has option agreements for seven
sales by the Bolloré Group enabling it to acquire each Blue Applications entity
from the Bolloré Group between September 1, 2016 and June 30, 2018.
During its meeting of March 23, 2017, the Blue Solutions Board of Directors
decided not to exercise its purchase options concerning Blue Applications until
their expiry date, i.e. June 30, 2018, since the latter still requires significant
investment and it prefers to focus Blue Solutions’ efforts on improving its
technology.
At the date of this document, the terms of these options are being renegotiated
by the Boards of Directors of Blue Solutions, Bolloré, Compagnie du Cambodge
and Société Industrielle et Financière de l’Artois in order to put in place a new
option exercise window (see section 12 of this document).
As the activities deployed by Blue Applications constitute natural outlets for the
products and solutions offered by Blue Solutions, the development of Blue
Solutions’ activities and their sustainability as well as the outlook of Blue
Solutions will depend in particular on the exercise or not of these option agree-
ments by the company. At the date of this document, the company is not in a
position to guarantee either the exercise of such option agreements or, if appli-
cable, the date on which they will be exercised. Moreover, some option agree-
ments being independent, the company may decide to exercise only a part of
them.
The exercise price for each of these agreements will be determined by an inde-
pendent expert appointed, at the company’s request, by the Presiding Judge of
the Commercial Court. The company shall make its decision concerning the
exercise of the option agreements granted based on that independent expert’s
report. Accordingly, the exercise price for each of the agreements is not deter-
mined on this date. Despite the use of an independent expert, the exercise price
will be set based on all of the criteria that the expert deems relevant and might
not refl ect the real value of Blue Applications’ activities, which could aff ect Blue
Solutions’ fi nancial situation.
The exercise of sale option agreements will depend on the company’s ability to
set up satisfactory fi nancing, which could be achieved through the Bolloré Group.
No commitment has been made regarding such fi nancing to date, however, at
the date of this document, the Boards of Directors of Blue Solutions and Bolloré
have decided to work together to agree a new contract to provide Blue Solutions
with financing from Bolloré (see section 12 of this document). However, the
company cannot guarantee that it will receive the fi nancing necessary to exercise
each sale option agreement on its respective exercise date. The company also
cannot guarantee the terms of such fi nancing (in particular, if such fi nancing will
take the form of an increase in capital or debt).
Should the company decide to increase its capital to fi nance the exercise of one
or more sale option agreements, it intends, subject to the market conditions on
that date, to promote transactions giving its existing shareholders priority to
subscribe to such a capital increase (for example, by the exercise of preferential
subscription rights). This subscription would, however, require an additional
investment from shareholders. Non-subscription would lead to the share in the
capital and voting rights held by such shareholders in the company being
decreased.
In case of exercise of all or part of the option agreements, the fi nancial position,
earnings and outlook of Blue Solutions will depend on its capacity to integrate
Blue Applications’ activities thus acquired and to ensure their development.
Blue Solutions cannot guarantee that the integration of the activities acquired
would take place according to the expected calendar. Blue Solutions could also
encounter diffi culties realizing the projected synergies within the time frames set
out. Blue Solutions may also be faced with higher integration costs than initially
envisaged.
26 BLUE SOLUTIONS
4. Risk factors
The disposal of securities resulting from the exercise by the company of the sale
option agreements granted to it could set in motion the mechanisms provided
for in the contracts entered into by the Blue Applications entities concerned (for
example, information or prior authorization from the co-contracting party, the
implementation of purchase or sale option agreements, preemptive rights, the
right to request early termination of the contract), which could have an impact
on maintaining the contracts concerned, or, at least, on maintaining them at
conditions that are identical or satisfactory for Blue Solutions and Blue
Applications, and thus aff ect the activity, fi nancial position, earnings and outlook
of Blue Solutions and Blue Applications.
Finally, the fi nancial position, earnings and outlook of Blue Solutions will depend
on the activities of Blue Applications and their outlets. Blue Solutions cannot
guarantee that they will develop according to its expectations. Moreover, the sale
option agreements do not confer upon the company a right of intervention in the
corporate aff airs of Blue Applications’ companies. In particular, they do not pro-
hibit the Bolloré Group from setting up partnerships or deciding or authorizing,
as it deems fit, the reorientation of the activity of such companies or their
dormancy.
4.4. RISKS ASSOCIATED WITH RELATIONS WITH
THE BOLLORÉ GROUP
4.4.1. THE BOLLORÉ GROUP’S EXISTING AND CONTINUING CONTROL OF THE COMPANY AND ITS MANAGERIAL DECISION-MAKING COULD LEAD TO CONFLICTS OF INTEREST BETWEEN IT AND THE COMPANY
As at December 31, 2016, Bolloré SA and Bolloré Participations hold 71.20% and
17.80% respectively of the capital and 75.34% and 18.83% of the voting rights of
the company. These companies can therefore adopt decisions of Ordinary
General Meetings, such as appointing members of corporate bodies, approving
fi nancial statements and distributing dividends, and of an Extraordinary General
Meeting, such as changing the articles of association, on their own. Bolloré SA
and Bolloré Participations can thus signifi cantly infl uence:
• Blue Solutions’ operating activity;
• the appointment of executives;
• changes in the company’s articles of association, in particular in the case of
issuance of fi nancial securities;
• and Blue Solutions’ general strategy and development projects (with regard to
acquisitions, for example).
At the date of this document, the Bolloré Group brings particular and signifi cant
infl uence to bear on the exercise of sale option agreements related to the Blue
Applications entities it granted to the company (see section 22.1.1. of this docu-
ment). Moreover, the existence of the agreements shall not prevent the Bolloré
Group from deciding or authorizing, should it deem fi t, the reorientation of the
activities of these companies, their dormancy or their liquidation.
Such circumstances could give rise to a confl ict of interest between the company
and its majority shareholders, Bolloré SA and Bolloré Participations.
However, the risk of confl icts of interest upon the exercise of the agreements is
mitigated by the insertion of specifi c stipulations in the sale option agreements
which specify, at the date of this document, that:
• the exercise price for each of the sale option agreements will be determined by
an independent expert appointed by the Presiding Judge of the Paris
Commercial Court, at the company’s request, based on the assessment meth-
ods that the appointed expert shall deem appropriate. Such a request may be
made once per fi scal year for the 2016, 2017 and 2018 fi scal years. If the price
at which the Blue Applications’ companies obtain their supplies of LMP® batter-
ies must be considered as a factor in determining the sale price of the shares,
the expert shall refer only to the terms and conditions of the supply contracts
for these batteries. The company will make its decision concerning the exercise
of the agreements granted based on such independent expert’s fi ndings;
• the company’s bylaws require its Chief Executive Offi cer to issue, in 2017 and
2018 (when the Board of Directors closes the fi nancial statements for the 2016
and 2017 fi scal years), a recommendation on the company’s interest in exercis-
ing the options. This recommendation will be established based on the afore-
mentioned expert’s assessment. The Board of Directors must also include in its
report at the company’s Annual Shareholders’ Meeting an opinion on the rec-
ommendation of the Chief Executive Offi cer; such opinion should highlight the
position of the independent directors if it is different from the majority
opinion;
• the exercise of and any modifi cations to the sale option agreements will be
subject to the approval procedure of the regulated agreements in application
of the provisions of articles L. 225-38 et seq. of the French company law (Code
de commerce), with Bolloré SA and the common directors of Bolloré SA and the
company not taking part in the vote of the Board of Directors and the General
Meeting of the company;
• and regarding each agreement, if the company has not exercised said agree-
ment by June 30, 2018 and the shares are sold or transferred to a third party by
the promissor within eighteen months following this date, the company will
have the right to receive the gain that it would have earned if it had exercised
said agreement and then realized the sale in question itself (see section 22.1.1.
of this document).
However, at the date of this document, the terms of these options, which the
Board of Directors of Blue Solutions has decided to not exercise until their expiry
date, i.e. June 30, 2018, are currently being renegotiated between the Boards of
Directors of Blue Solutions, Bolloré, Compagnie du Cambodge and Société
Industrielle et Financière de l’Artois in order to put in place a new window for
exercising these options (see section 12 of this document).
The Bolloré Group controls Blue Applications’ companies and is thus a share-
holder and the main client of the company.
In addition, on March 23, 2017, Bolloré SA announced its intention to submit a
tender off er on Blue Solutions before the end of the fi rst half of 2017 and that
those shareholders who decide not to accept this offer will have a second
opportunity to exit following the publication of the 2019 fi nancial statement.
Following these transactions, the Bolloré Group’s control of Blue Solutions could
be strengthened.
4.4.2. BLUE SOLUTIONS IS DEPENDENT ON THE BOLLORÉ GROUP
The management and financing of the activities of Blue Solutions and Blue
Applications depend on the Bolloré Group.
At the date of this document, Blue Solutions breaks even with the support of the
Bolloré Group. Until June 2016, Blue Solutions’ activities were funded by a cash
management agreement which is centralized within Bolloré SA. At the date of
this document, the Boards of Directors of Blue Solutions and Bolloré had decided
to come together to agree a new contract to provide Blue Solutions with fi nanc-
ing from Bolloré (see section 12 of this document). However, to date, Blue
Solutions cannot guarantee the terms and conditions of this contract.
Moreover, Bolloré SA centralizes the functional departments and the workforce of
functions dedicated to managing the Bolloré Group. Bolloré SA has thus entered
into fi nancial, cash fl ow, legal, accounting, human resources and computer sys-
tems service contracts with the company. The company cannot guarantee that
Bolloré SA will maintain these services in the future and that, if these relations
should end, it would be able to set up and manage comparable functions with
the same level of quality within a satisfactory time period. Setting up comparable
functions could also have a material eff ect on Blue Solutions’ fi nancial situation.
In the event that one or more of the risks described above should occur, this may
have an adverse material eff ect on the fi nancial and operating results of Blue
Solutions.
27REGISTRATION DOCUMENT 2016
4. Risk factors
4.5. RISKS ASSOCIATED WITH BLUE APPLICATIONS
4.5.1. BLUE SOLUTIONS ECONOMIC MODEL DEPENDS ON THE MARKET FOR ENERGY STORAGE APPLICATIONS DEVELOPED IN PARTICULAR BY BLUE APPLICATIONS, WHICH ARE IN THE DEVELOPMENT PHASE
At the date of this document, the outlets for Blue Solutions’ products are mostly
on Blue Applications’ markets.
Blue Applications targets recent markets such as those for electric vehicles and
stationary energy storage applications by developing applications based on Blue
Solutions’ technology. These markets are still in the development phase.
Accordingly, Blue Solutions cannot guarantee that these markets will develop
suffi ciently and quickly enough to off er satisfactory outlets for its products. If
these markets do not develop suffi ciently and quickly enough, it could have an
adverse material eff ect on the activity, fi nancial position, earnings or outlook of
Blue Solutions.
Moreover, should the electric vehicle market develop, Blue Applications may not
be in a position to off er new models that meet clients’ needs.
Blue Applications also targets markets that have not yet been developed at the
date of this document or that are only in the pilot stage (such as the electric boat
market, the market for products to store renewable energies and “back-up”
solutions). Blue Solutions cannot guarantee that these markets will develop one
day and, if they develop, that its products will be able to meet the demands and
expectations of potential clients. If these markets do not develop, the activity,
fi nancial position and outlook of Blue Solutions would be aff ected.
In addition, in the future, Blue Applications could face competition on its diff er-
ent markets.
4.5.2. SOME OF BLUE APPLICATIONS’ PRODUCTS RELY ON A VERY SOPHISTICATED COMPUTER OPERATING SYSTEM THAT MIGHT MALFUNCTION
Blue Applications’ business relies in particular on the eff ectiveness of its com-
puter systems, in particular in car-sharing, where they bring an “intelligent”
advantage. These computer systems are managed and controlled at Blue
Applications within a dedicated internal structure, with qualifi ed staff and the
expertise of IER and Polyconseil. They are secured by “back-up”, maintenance and
continuous IT alert systems consistent with current standards.
Blue Applications cannot guarantee that the computer systems will be extensive
enough to handle its activity and development projects.
In addition, Blue Applications cannot guarantee that its computer systems will
not be subject to technical failures. Blue Applications might also use computer
suppliers that might turn in experience failures.
If Blue Applications is unable to ensure a satisfactory level of functioning of its
systems, this could alter the quality of its products and give rise to claims against
it, a change in the brand, and, more generally, its reputation. Moreover, any failure
could require additional capital expenditure which could affect the financial
position and earnings of Blue Solutions and Blue Applications.
4.5.3. SOME OF BLUE APPLICATIONS’ MAJOR CONTRACTS MIGHT NOT BE RENEWED
A change in Blue Applications’ commercial relations with its main clients could
have a signifi cant negative eff ect on its commercial activities and accordingly on
Blue Solutions’ commercial activities.
In particular, some clients could decide to no longer purchase the products sold
by Blue Applications. Likewise, communities and local authorities where
car-sharing is off ered could restrain its development by not fulfi lling their part of
contractual commitments, refusing to increase car-sharing off ers when the con-
tract provides for development in optional phases, or not renewing the contract
upon its expiration.
Such events could have adverse consequences for Blue Applications and, as a
result, for Blue Solutions.
Some off ers from Blue Applications are developed by public bodies in France and
abroad and are subject to the characteristics and risks associated with the rules
concerning awarding and executing public contracts and authorizations.
4.5.4. CERTAIN BLUE APPLICATIONS OFFERINGS (SUCH AS CAR-SHARING) ARE SUBJECT TO SPECIFIC REGULATIONS IN FRANCE AND ABROAD CONCERNING THE AWARDING AND EXECUTION OF PUBLIC CONTRACTS AND AUTHORIZATIONS WHICH MAY ENTAIL ADDITIONAL CONSTRAINTS
In France, the awarding of public contracts or authorizations by regional author-
ities to develop car-sharing offers may be subject to legal or administrative
appeal by third parties. Such appeals might result in the cancellation of such
contracts and authorizations. The fulfi llment of public procurement contracts
and public domain occupancy agreements is subject to specifi c rules. For exam-
ple, these contracts or authorizations can be canceled or modifi ed unilaterally
when this is considered to be in the general interest. When provided for by the
contract, the co-contracting party’s right to compensation might not cover all of
the damages sustained. For example, the framework public domain occupancy
agreement between the Lyon Urban Community and Bluely for the installation of
charging stations for electric vehicles and car-sharing limits Bluely’s right to
compensation in the event of cancellation for reasons of general interest and
excludes certain damages which may, in case of cancellation, result in a signifi -
cant reduction in Blue Applications’ turnover. A similar agreement was signed
with the company Bluecub, to set up a car-sharing system within the Bordeaux
Urban Community, and contains similar stipulations.
Public contracts may also contain specifi c clauses concerning changes in control
of the holder, or the right of the public body to buy out the contract (subject to
an indemnity). That is the case, for example, for the public service delegation
agreement held by Autolib’.
4.5.5. CAR-SHARING IS ROLLED OUT IN MUNICIPALITIES IN PLANNED PHASES WHICH MIGHT NOT BE IN LINE WITH USER REQUIREMENTS OR BLUE APPLICATIONS’ OPERATING CAPACITY
Blue Application’s capital expenditure and investments in production capacity
are mainly based on an estimate of the orders and potential or actual calls for
tender won. In particular, capital expenditure is made in advance in order to meet
a call for tender under the best conditions, with no guarantee that such capital
expenditure will be productive and will result in a sale, or a sale within the
expected periods. The results and profi tability of Blue Applications depend on
entering into such public contracts and markets, as well as its ability to meet its
obligations in this respect. Should market demand not increase as quickly as
expected, or fewer orders than forecast be received from clients, or Blue
Applications fail to enter into contracts or win calls for tender as expected, Blue
Applications may be unable to off set these costs and achieve economies of scale,
in which case its operating results could be adversely aff ected due to high oper-
ating expenses, reduced margins, underused capacity and high depreciation
costs. Conversely, should demand exceed expectations, Blue Applications might
be left with production capacity shortfalls, staffi ng shortages, inadequate sup-
plies, or insuffi cient third-party suppliers to help it meet higher production vol-
umes, which could render it unable to effectively respond to demands for
changes in existing products or for new products, in which case its current or
future activity, client relations and reputation could be aff ected.
28 BLUE SOLUTIONS
4. Risk factors
4.5.6. CAR-SHARING OFFERINGS ARE EXPOSED TO THE RISKS OF VANDALISM OR MISUSE OF THE VEHICLES AND EQUIPMENT PROVIDED TO USERS
The vehicles made available to Autolib’ users are vulnerable to theft , vandalism,
accidents and misuse. Some of the costs associated with these damages are
covered by civil liability, theft and fi re insurance policies covering the vehicles,
the residual amount being covered by Autolib’. Moreover, in case of misuse, the
driver of the vehicle must pay a deductible of an amount between 150 and
200 euros based on the type of policy taken out (this amount is 800 euros for
legal entities) and is directly liable for fines for infractions to the rules of the
Highway Code. Finally, the equipment used under the Autolib’ project is moni-
tored in real time via a monitoring and GPS system, and modifi cations made to
one piece of equipment are applied to the entire fl eet (retrofi t).
These damages nevertheless directly impact the quality of service, as well as the
perception of the latter by the end consumer.
They reduce the number and lifetime of vehicles in service, cause significant
costs for repair and restoration for Blue Applications, and potentially increase
insurance premiums.
Repeated damage could have an adverse material eff ect on Blue Applications’
relations with its clients as well as its reputation, activity, financial position,
earnings or outlook.
4.6. LEGAL RISKS
4.6.1. BLUE SOLUTIONS ENJOYS EXCLUSIVE TECHNOLOGY AND KNOW-HOW PROTECTED BY ITS PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS
Blue Solutions has had an active policy in place for many years of protecting its
intellectual property rights and know-how.
Blue Solutions’ industrial property contains important know-how protected in
France by Soleau envelopes(1) and by a sizable portfolio of patents and related
trademarks.
The respective rights of Blue Solutions and its employee inventors are set by a
Regulation on Inventions by Employees (laid down at Blue Solutions in 2011 and
in the course of being laid down at the companies within the scope of Blue
Applications) which provides for reasonable additional compensation to
employee inventors so as to reduce the risk of departure of key employees in
Blue Solutions’ areas of expertise.
Certain patents likely to be used by Blue Solutions may be held by third parties
who grant a license to the company (Hydro-Québec is one notable example) or
be held jointly with third parties. Accordingly the renewal of these rights may
require their authorization. However, Blue Solutions has attempted to manage its
rights through contracts and to obtain exclusivity in its sector of activity.
Blue Solutions is not the holder of all the trademarks, trademark applications
and domain names necessary for its activity, in particular French trademarks. A
part of the portfolio of trademarks, trademark applications and domain names
used by Blue Solutions belongs either to Bolloré SA or Bluecarsharing.
Blue Solutions either holds or has applied for intellectual property rights in
France, Germany, the United Kingdom, Italy, Spain and other countries in Europe,
and in Japan, China and other countries outside Europe. The fi ling of each patent
application is preceded by a search for prior rights conducted by intellectual
property specialists, making it possible to target each patent such that the
patentability can be shown in order to obtain patent approval and not be faced
with potential opposition from third parties. In addition, patent applications are
fi led each time that a patentable idea can be protected without disclosing know-
how, for which trade secret protection would be more appropriate.
The protection by Blue Solutions of its intellectual property rights represents a
signifi cant cost associated in particular with fees for fi ling and maintaining pat-
ents, additional compensation and fair prices paid to inventors and the manage-
ment of other intellectual property rights.
Despite Blue Solutions’ eff orts to protect its intellectual property rights, technol-
ogy and know-how, third parties may attempt to copy or fraudulently use them.
Blue Solutions thus stays informed of its competitors’ patents in order to eff ec-
tively protect its rights and prevent fraud or unauthorized use, in particular in
countries where its rights might be less protected.
Within the conduct of its business, Blue Solutions may give access to third par-
ties to certain sensitive information that may or may not be protected by patents.
Blue Solutions ensures that such third parties agree not to steal, use or commu-
nicate such information, through confi dentiality agreements or obligations in
research collaboration agreements.
4.6.2. BLUE SOLUTIONS AND BLUE APPLICATIONS MAY BE HELD LIABLE FOR THE PRODUCTS THEY MANUFACTURE AND SELL
The risk of Blue Solutions or Blue Applications being held liable in respect of
defective products is inherent in the development, manufacturing, marketing or
sale of said products.
Blue Solutions and Blue Applications may be held liable, as manufacturer and
distributor, for products manufactured by Blue Solutions or Blue Applications (for
example, Bluecar®).
Some of the components used for the manufacture of the batteries, as well as
the batteries themselves, or even products integrating the batteries, could cause
damage to persons or property and thus incur liability for Blue Solutions or Blue
Applications. Any accident involving Blue Solutions’ batteries or the products
integrating them could also impact the demand for products developed by Blue
Solutions. The financial position, earnings and outlook of Blue Solutions and
Blue Applications could be aff ected.
In addition, insofar as some of Blue Solutions’ batteries are intended for use in
vehicles, and insofar as vehicle accidents could cause damage to persons and
property, Blue Solutions and Blue Applications are subject to a risk of claims for
resulting damages. The fi nancial position, earnings and outlook of Blue Solutions
and Blue Applications could be aff ected.
The reputation of Blue Solutions and Blue Applications could also be aff ected by
negative publicity resulting from diffi culties or accidents caused by third-party
users of products incorporating its batteries. Blue Solutions cannot guarantee
that such claims will not be made in the future.
4.6.3. BLUE SOLUTIONS’ ACTIVITIES ARE SUBJECT TO STRICT ENVIRONMENTAL, HEALTH AND SAFETY STANDARDS AND REGULATIONS
Blue Solutions’ activities are subject to specifi c environmental, health and safety
standards and regulations concerning production sites, substances used, trans-
port and the end of life of products as well as the processing and/or elimination
of used batteries. These regulations apply to France, the rest of Europe and
Canada.
For the manufacture of batteries, Blue Solutions uses substances including some
that are combustible or toxic (in particular lithium). The operation of the compa-
ny’s activities on the Ergué-Gabéric site in France is subject to prior authorization
from the prefect of Finistère under the legislation on installations classifi ed for
the protection of the environment (ICPE). Accordingly, the company is subject to
strict regulations governing air and water emissions, the use and handling of
hazardous substances, the storage and elimination of hazardous substances and
waste, the prevention and management of technological risks and accidental
pollution, and the restoration and cleanup of used sites. Blue Solutions’ compli-
ance with the applicable regulations, and its responsibilities in general, require
significant regular operating or capital expenditure on its part. Moreover, the
company’s responsibility for the restoration of an installation classifi ed for the
protection of the environment will continue for thirty years aft er the declaration
of permanent closure, during which period the prefect may at any time order
additional restoration measures.
(1) Evidence of creation which makes it possible to keep the creation secret for a term of fi ve years renewable once, aft er simple fi ling procedures have been completed with the French National Institute of Intellectual Property.
29REGISTRATION DOCUMENT 2016
4. Risk factors
Blue Solutions’ industrial processes produce various wastes which may consti-
tute a risk for the environment. For all of the waste produced, Blue Solutions has
set up a policy for source reduction, sorting, waste recycling and special waste
processing by specialized companies in accordance with the regulations.
However, the failure of its subcontractors could invoke Blue Solutions’ liability
and result in signifi cant costs and damage to the company’s image.
As a producer of batteries, the company is subject to specifi c obligations, in par-
ticular under the application of Directive no. 2006/66/EC of the European
Parliament and the Council of September 6, 2006 concerning batteries and
accumulators as well as the waste of batteries and accumulators, and the French
regulations transposing this directive. These provisions prohibit certain batteries
and accumulators containing mercury or cadmium over a certain threshold to be
put on the market. Moreover, Blue Solutions is subject to obligations to take
back, collect, process and recycle used batteries, and to inform users about the
eff ects of the substances used and the collection and recycling systems available
to them. These obligations concern the domain of mobility (obligation to recycle
90% to 95% of the products developed) as well as stationary (obligation to recy-
cle 50% of the products developed). Non-compliance with these obligations can
lead to criminal sanctions. The company is recorded in the national register of
producers of batteries and accumulators. Blue Solutions’ compliance with its
obligations under the regulations applicable to batteries and accumulators is
likely to incur signifi cant operating expenses or capital expenditure on its part.
Certain products from Blue Applications (electronic cards in the batteries) and
Blue Solutions are subject to the regulations of Directive no. 2002/95/EC of the
European Parliament and the Council on January 27, 2003 relative to limiting the
use of certain hazardous substances in electrical and electronic equipment,
called the “RoHS I” directive, and Directive no. 2002/96/EC of the European
Parliament and the Council on January 27, 2003 relative to electrical and elec-
tronic equipment waste, called the “EEEW I” directive (being rewritten). In appli-
cation of these regulations, the manufacturers of electrical and electronic
equipment must limit certain hazardous substances in their products, including
lead, mercury, cadmium, hexavalent chromium, polybrominated biphenyls (PBB)
or polybrominated diphenyl ethers (PBDE), prepare technical documentation and
affi x a label on equipment that they manufacture. Concerning the waste of elec-
trical and electronic equipment, the producers of electrical and electronic
equipment are subject to obligations to take back, collect, process and recycle
such equipment.
As a manufacturer of articles that may contain chemical substances, Blue
Solutions is subject to Regulation no. 1907/2006 of the European Parliament and
the Council of December 18, 2006, called the “REACH” regulation, pertaining to
the registration, evaluation and authorization of chemical substances as well as
the restrictions applicable to such substances. In application of this regulation,
Blue Solutions has an obligation to register the chemical substances that it uses
and to inform its clients of the substances which the battery may contain that
are particularly hazardous.
The risks described above could have an adverse eff ect on the activities, fi nancial
position, earnings or outlook of Blue Solutions.
4.6.4. RISKS ASSOCIATED WITH THE INTERNATIONAL ACTIVITIES AND BUSINESS DEVELOPMENT OUTLOOK OF BLUE SOLUTIONS AND BLUE APPLICATIONS
Blue Solutions operates its activities in France and Canada, and Blue Applications
sells its products worldwide. Blue Solutions and Blue Applications also aim to
develop their activity internationally, in particular through car-sharing projects.
Blue Solutions and Blue Applications could thus face risks due to the interna-
tional nature of their activities and operations, such as:
• fl uctuations in exchange rates and currency devaluations;
• various tax regimes;
• the constraints and costs associated with the compliance with legal standards
and enforcement mechanisms for diff erent judgments;
• the constraints and restrictions associated with foreign capital expenditure,
transfers of capital, customs duties, taxes, export controls and other trade
barriers;
• the terms and times periods for recovery of client receivables; or
• economic and political instability.
The occurrence of one or more of these risks could have an adverse eff ect on the
activity, financial position, earnings and outlook of Blue Solutions and Blue
Applications.
4.6.5. RISKS ASSOCIATED WITH LEGAL AND TAX REGULATIONS
Blue Solutions has structured its commercial and fi nancial activities with respect
to its legal and tax obligations in the countries in which it operates.
The legal and tax rules in diff erent countries in which Blue Solutions operates
might not give clear or defi nitive guidance. Accordingly, the legal and tax regime
applied to Blue Solutions’ operations and to intra-group flows or those with
other Bolloré Group companies might be based on Blue Solutions’ reasoned
interpretations of the rules in force. Blue Solutions cannot guarantee that such
interpretations will not be called into question, which could have a material
adverse eff ect on its fi nancial situation or earnings.
4.6.6. RISKS ASSOCIATED WITH LEGAL PROCEEDINGS
The company was the subject of an audit for the period from January 1, 2012 to
December 31, 2014. The company has challenged all the tax assessments made
by the tax authorities. It has not yet received a response.
There are no other governmental, legal or arbitration proceedings (including any
proceedings of which Blue Solutions has knowledge or that may be pending or
threatened) likely to have, or in the course of the last twelve months to have had,
a signifi cant eff ect on the fi nancial position or profi tability of Blue Solutions.
Blue Solutions cannot, however, rule out the possibility that new disputes or
prelitigation may arise due to as yet unknown events or facts whose associated
risks cannot be determined or quantified at the date of this document. Such
proceedings could have an adverse eff ect on its fi nancial position or earnings.
4.7. FINANCIAL RISKS
4.7.1. CREDIT AND/OR COUNTERPARTY RISKS
At the date of this document, Blue Solutions derives 98.8% of its turnover with
Blue Applications (also controlled by the Bolloré Group); therefore, it does not
consider itself exposed to counterparty risk for the year ended December 31,
2016.
4.7.2. CURRENCY RISK
Blue Solutions’ turnover from battery sales is made in euros. The company
therefore considers that its turnover does not expose it in a signifi cant manner to
exchange rate risks.
Blue Solutions nonetheless conducts certain transactions in foreign currency:
intra-group battery purchases and most of Blue Solutions Canada’s production
costs are incurred in Canadian dollars. Certain components are purchased from
external suppliers in US dollars. The company nonetheless considers that foreign
currency has a limited overall impact on the Group’s operating income; it is thus
not specifi cally hedged.
The Group’s operating income is not signifi cantly exposed to currency risk. The
Group’s total net foreign exchange gains and losses related to operating fl ows in
foreign currencies amounted to –280 thousand euros for the year ended
December 31, 2016 and –591 thousand euros for the year ended December 31,
2015.
In 2016 and 2015, the fi nancing of Blue Solutions Canada was provided by Blue
Solutions in Canadian dollars. Unrealized foreign exchange gains and losses
resulting from the conversion of the short-term loan for its euro countervalue are
recognized as net fi nancial income at each year end. Total net currency impacts
amounted to 2,701 thousand euros and –2,309 thousand euros for the periods
ended December 31, 2016 and December 31, 2015.
30 BLUE SOLUTIONS
4. Risk factors
(in thousands of euros) At 12/31/2016 At 12/31/2015
Turnover (24) 15
Operating income 36 (53)
Financial income 385 369
Net income 421 315
Shareholders’ equity 699 346
Foreign currency risk is managed centrally at the Bolloré Group level in France
and the rest of Europe: each of the divisions having flows in currencies with
respect to external third parties (export/sales or import/purchases) of more than
150 thousand euros in the course of the year may take part therein. Blue
Solutions has subscribed to this approach and may occasionally conduct forward
purchases and sales of currencies based on its operating fl ows, although such
transactions are very short-term. At December 31, 2016, Blue Solutions had no
transactions of this type in progress.
4.7.3. LIQUIDITY RISK
The Blue Solutions Group has a cash management agreement with the Bolloré
Group that can, where necessary, cover its liquidity needs, with the understand-
ing that the Board of Directors of August 30, 2013 authorized Bolloré SA to
commit to maintaining the Group’s fi nancing by way of its cash management
agreement until June 30, 2016. On March 23, 2017, the Board of Directors decided
to work with the Board of Bolloré to examine the terms for continuing its sup-
port. At December 31, 2016, its net debt was 22.4 million euros (19.1 million
euros as at December 31, 2015). It includes –11.3 million euros under the cash
agreement with Bolloré SA (–15.2 million euros as at December 31, 2015) and
34.9 million euros under the return to better fortune clause with Bolloré SA
(35.8 million euros as at December 31, 2015).
Blue Solutions is committed to repaying an amount of 37.5 million euros to
Bolloré SA, an amount corresponding to the debt waived in 2009, by paying one
third of the company’s positive profi t before tax, capped at the amount of the net
profi t, until the debt has been paid off .
The debt recognized in the financial statements (34.9 million euros as at
December 31, 2016) corresponds to the present value of the commitment and is
estimated on the basis of the forecasts of future results available as of the dates
of drawing up the fi nancial statements for Blue Solutions. Interest expense for
the time that will have lapsed is recognized in the net cost of fi nancing, using an
eff ective interest rate equal to the lender’s average rate for fi nancing. However,
this interest does not create cash outfl ows.
The Group considers that the Bolloré Group has sufficient liquidity to ensure
fi nancing for the coming years. The fi nancial risks related to the Bolloré Group
are presented in this Group’s 2016 Registration document.
4.7.4. INTEREST RATE RISK
At December 31, 2016, the Group had net variable rate debt of 22.4 million euros,
versus 19.1 million euros at December 31, 2015. The cash management agree-
ment with Bolloré SA showed a net asset position of 11.3 million euros as at
December 31, 2016, versus 15.2 million euros as at December 31, 2015. This cash
agreement bears interest at the quarterly average EONIA rate +1.00% for
advances made by Bolloré SA and at the quarterly EONIA rate +0.50% for
advances made to Bolloré SA, it being noted that in both cases where the quar-
terly EONIA rate is negative it will be deemed to be 0%.
Interest expenses in respect of the debt relating to the return to better fortune
clause amounted to –0.7 million euros based on an interest rate of 2.01% as at
December 31, 2016 (–0.7 million euros based on an interest rate of 1.98% as at
December 31, 2015).
The sensitivity of the debt to a +1% change in the rate is as follows: annual
impact on fi nancing costs would be –0.3 million euros as at December 31, 2016,
compared with –0.2 million euros as at December 31, 2015.
Blue Solutions did not use financial derivatives to hedge rates as at
December 31, 2016 or December 31, 2015.
4.7.5. RISKS ASSOCIATED WITH SHARES AND OTHER FINANCIAL INSTRUMENTS
Blue Solutions has no shareholdings other than those held in Blue Solutions
Canada, Capacitor Sciences and Cirtem. Accordingly, it considers that it is not
subject to any risk on fl uctuation in share markets.
4.7.6. RAW MATERIALS RISK
The main raw materials are lithium salts, lithium, lithium iron phosphate and
polymers. The company considers that there is no raw materials risk in light of
the quantities available and the changes in prices; it has thus not conducted any
sensitivity analysis.
Given the share represented by each raw material and component in its operat-
ing expenses, Blue Solutions has not put in place any measures for this risk or
any hedging measures for said risk.
4.8. RISK MANAGEMENT, INSURANCE – COVERAGE
OF THE RISKS WHICH BLUE SOLUTIONS MAY
ENCOUNTER
The company has not developed risk management, insurance or risk coverage
procedures for the risks to which it is exposed. As a subsidiary of Bolloré SA, the
company and its subsidiaries are integrated in the procedures set up by
Bolloré SA. However, the company directly manages its operational risks.
The company’s risk analysis and management are integrated in the procedures
set up by Bolloré SA.
4.8.1. RISK MANAGEMENT
In 2008, the Bolloré Group mapped out the risks to which all of its activities are
exposed in order to:
• identify the major risks that could aff ect its divisions’ operations;
• implement/improve processes so as to reduce and/or eliminate the impact of
these risks;
• analyze the adequacy of the Bolloré Group’s insurance policy and its purchas-
ing of capacity and guarantees;
• consider the Bolloré Group’s options regarding the transferring of risks to the
insurance and reinsurance markets, and/or the use of self-insurance; and
• strengthen crisis management and emergency communication procedures.
The Bolloré Group decided to maintain this approach by setting up a soft ware
program to monitor and update the risks and plans of action intended to reduce
or prevent them.
31REGISTRATION DOCUMENT 2016
4. Risk factors
Table of industrial and environmental risks and action taken
Risks identifi ed Action taken
Blue Solutions
Industrial risk, pollution of the
environment directly from the plants
Providing holding ponds and sealing off nearby rivers
Implementation of retention solutions for storage options and monitoring of oil removers for parking lots. Selective
sorting at source
Waste recycling (cardboard, plastic fi lms, wood, etc.) and treatment of hazardous waste (chemicals, solvents, etc.) by
specialist companies
Fencing in the waste area at the Odet site to prevent theft
Batteries and supercapacitors
Industrial risk, risk of fi re in the plants Separating risks by fi re-guard partitioning Automatic sprinkler or gas extinguishing
Product fl ammability tests
Replacing old fi refi ghting equipment at the Odet site. The three Bolloré and Blue Solutions sites are now classifi ed
as good or very good by insurers
Industrial risk, pollution of the
environment directly from the plants
Installation of fi lters in accordance with Atex instructions
Treating discharges into the atmosphere by catalytic oxidation with very high effi ciency since 2014
High-voltage transformer
Fire risk or risk of operating loss due
to mechanical breakdown
Fire and gas detectors
Back-up installations
Oil retention
Successful transformer switching test in 2015 and 2016
Batteries for electric vehicles
Safety risks associated with use
of the products
Safety tests for misuse
Partnerships with fi re fi ghters
Partnerships for recycling
First test conducted in connection with the bus application with several packs
Batteries for stationary applications
Safety risks associated with use
of the products
Modeling the eff ects of fi re in the event of major accident
Demonstrator commissioned in 2015 for operation starting on January 1, 2016 with leveled use during peak
consumption and consumption reduction modeling
Life cycle assessment of various applications
Life cycle assessment conducted on Bluebus and Bluetram (6-meter model) in car-sharing vehicles and stationary
applications
Electric bus
Fire risk Modeling of bus fi re in collaboration with CNPP and RATP
Charging of buses outside or in a building with automatic sprinklers
4.8.2. INSURANCE
The Bolloré Group’s insurance policy is primarily aimed at enabling the activities
of its various companies to continue in the event of any incident and is based on:
• internal prevention and protection procedures; and
• the transfer of risks to the insurance and reinsurance market through interna-
tional insurance programs regardless of the branch(es) of activity and/or the
geographical area(s).
Blue Solutions has insurance cover for its activities, provided by the Bolloré
Group policies, in particular:
• Blue Solutions is covered everywhere that it exercises its activities for the con-
sequences of incidents that may aff ect its industrial and storage structures;
• the Bolloré Group’s industrial activities sites, as well as the storage/warehous-
ing sites, are covered by property insurance for the estimated amount of the
values of the insured goods. The Bolloré Group’s industrial companies have
“operating loss” cover for 100% of the gross annual margin.
Blue Solutions is also covered for civil liability for operating risks, its risks aft er
delivery and its risks associated with service and advisory activities. Thus, Blue
Solutions has civil liability coverage for 200 million euros per year for adverse
consequences, whether bodily, material or immaterial, that the use and/or pro-
duction of batteries could cause third parties.
This insurance cover meets the requirements of the European directives on
defective products. In addition, under its civil liability insurance, Blue Solutions
has “recall” cover of 3 million euros in the event that use of the batteries result-
ing from their design is deemed to be the cause of physical damage to third
parties, requiring their immediate withdrawal from the market. However, studies
and/or responses intended to eliminate the causes of the defective product, as
well as the value of the defective batteries, are not covered by these guarantees.
Blue Solutions is not insured for adverse consequences resulting from a lack of
suppliers associated with the disappearance of raw materials or components
used in the manufacture of the batteries.
Blue Solutions also has an insurance policy covering the environmental hazards
to which it is exposed.
Since late 2014, the Group has also had coverage against the consequences of
risks related to the Group’s information systems.
The insurance programs described above are underwritten with fi rst rate interna-
tional insurers and reinsurers, and the cover limits in force are consistent with
those available on the market and adequate to cover the Bolloré Group’s expo-
sure to risks.
32 BLUE SOLUTIONS
5. Information about the issuer
5. Information about the issuer
5.1. HISTORY AND DEVELOPMENT OF THE COMPANY
5.1.1. COMPANY NAME
The name of the company is “Blue Solutions”.
5.1.2. PLACE OF REGISTRATION AND REGISTRATION NUMBER
The company is recorded in the Quimper Register of Commerce and Companies
under number 421 090 051.
5.1.3. DATE OF INCORPORATION AND DURATION OF THE ISSUER
The company was formed on December 11, 1998 in the form of a corporation
(société anonyme) for a term of ninety-seven years, or until December 31, 2095,
except in the case of extension or early dissolution.
5.1.4. REGISTERED OFFICE, BRANCHES, LEGAL FORM AND APPLICABLE LEGISLATION
The company’s registered offi ce is located at Odet – 29500 Ergué-Gabéric, France.
The company does not have any branches.
The company is a public limited company (société anonyme) incorporated under
French law with a Board of Directors, governed by the laws and regulations in
force in France, as well as by its articles of association.
5.1.5. FISCAL YEAR
The corporate fi scal year begins on January 1 and ends on December 31 of each
year.
5.2. CAPITAL EXPENDITURE
5.2.1. MAIN CAPITAL EXPENDITURE MADE BY BLUE SOLUTIONS IN THE YEARS ENDED DECEMBER 31, 2015 AND 2016
The table below shows the net capital expenditure made by Blue Solutions dur-
ing the 2015 and 2016 fi scal years.
Net capital expenditures(in thousands of euros) 2015 2016
Tangible assets 15,066 15,649
Intangible assets 898 185
Securities and other non-current fi nancial assets 99 7,741
TOTAL 16,063 23,575
5.2.1.1. Industrial capital expenditure
Industrial capital expenditure amounted to –15.8 million euros in 2016 and
–16.0 million euros in 2015. This capital expenditure was primarily tied to
increasing the battery production capacity of the factories.
5.2.1.2. Financial capital expenditure
In 2016, the 7.7 million euro investment provided 7.6 million euros for the
acquisition of an American start up in September 2016 (Capacitor Sciences
Incorporated). This company specializes in studying and researching new mole-
cules for storing electricity with a view to substantially improving the perfor-
mance of LMP® batteries (density, cyclability and charge speed).
With respect to capital expenditure for the fi scal year, earn out liabilities recorded
in Blue Solutions’ consolidated fi nancial statements amounted to 15.8 million US
dollars at December 31, 2016 (see note 4 in the notes to the consolidated fi nan-
cial statements).
5.2.2. MAIN CURRENT AND PLANNED CAPITAL EXPENDITURE
5.2.2.1. Main current capital expenditure
In 2017, Blue Solutions will continue increasing the production capacity of its
factories to achieve a production capacity of 12,500 LMP® batteries by the end of
June 2017.
5.2.2.2. Main planned capital expenditure
None.
33REGISTRATION DOCUMENT 2016
6. Business overview
6. Business overview
6.1. OVERVIEW
Blue Solutions produces and sells electric batteries and innovative supercapaci-
tors using clean technology.
These batteries and supercapacitors are manufactured by Blue Solutions at pro-
duction plants in France and Canada and are used for mobile and stationary
energy storage applications. These applications are developed and sold through
Blue Applications, a group of companies of the Bolloré Group, for which Blue
Solutions holds seven sale option agreements. Blue Solutions earns 98.8% of its
turnover from Blue Applications companies (Bluecar, Bluebus, Bluestorage and
Bluetram) and the remainder from selling supercapacitors to non-Group clients
such as Bombardier and Alstom.
The technology currently developed by Blue Solutions off ers a solution to two
major environmental challenges: the development of clean transportation and
smart energy management, in particular through better integration of renewable
energies.
6.1.1. BATTERY AND SUPERCAPACITOR PRODUCTION (BLUE SOLUTIONS)
Batteries
Using existing skills in electricity storage with fi lms for capacitors, Blue Solutions
was created to design and develop a lithium metal polymer battery (LMP®) as
well as high-performance supercapacitors. LMP® batteries provide exceptionally
high energy density (measured in Wh/kg) and specifi c power density (measured
in W/kg) with great reliability in use, as shown by the experience of Autolib’
which, since its launch, has accumulated almost 173 million kilometers driven
and more than 18.6 million uses with no significant incident related to the
battery.
Blue Solutions believes that the LMP® battery design makes it more reliable than
other battery technologies. It is unaffected by weather and is therefore more
reliable in use. Also, as it is wholly composed of non-polluting materials, it poses
little danger to the environment. At end of life, all components will be recycled.
Currently, LMP® batteries are mainly used in embedded technology applications.
With a minimum capacity of 30 kWh the batteries enable electric vehicles such as
the Bluecar® to reach a top speed of 130 km/h and drive for 250 km without
recharging under normal city driving conditions. Bluecar® and Bluebus and
E-Mehari vehicles are therefore fi tted with LMP® batteries.
The company estimates that under normal use the LMP® battery has a service life
exceeding 3,000 cycles.
As well as onboard applications, the Blue Solutions R&D teams have also pursued
the development of specifi c batteries for stationary applications. These batteries,
connected to the electricity grid, can store energy and smooth out peaks and
troughs in the electricity distribution network, reducing the risks of brownouts
and making it easier to manage times of peak demand. They can also store elec-
tricity when the price of power is low for use when its price rises. These batteries
can be connected to renewable energy sources (solar, wind) helping to mitigate
the intermittent supply that is a constraint to their wider use by the grid. Finally,
they can be installed in autonomous systems for electricity generation and
management, supplying energy to off -grid customers.
Blue Solutions already has two plants in Brittany and Canada and is investing to
expand battery production capacity. At the end of 2016, Blue Solutions had a
production capacity of 500 MWh.
In September 2016, Blue Solutions acquired, through its Canadian subsidiary, the
American start-up Capacitor Sciences Incorporated to reinforce its research and
development program on energy storage solutions. This acquisition will enable
Blue Solutions to introduce the innovations developed by Capacitor Sciences
Incorporated into the design and industrialization of its batteries and superca-
pacitors in order to signifi cantly improve performance (density, cyclability and
charge speed).
Supercapacitors
Blue Solutions has also developed another type of energy-storage component,
the supercapacitor, which is used primarily in the area of clean transportation,
such as hybrid vehicles and electric buses and tramways. Supercapacitors absorb
and release signifi cant amounts of power over very short periods. Current devel-
opment is concentrated on public transport applications, particularly tramways.
Tramways powered by supercapacitors can dispense with power lines, recharging
at each stop, which makes it possible to run lines without heavy infrastructure
(no rails or power lines), reducing the investment cost for public authorities. In
addition, when used in conjunction with an internal combustion engine, super-
capacitors can cut fuel consumption and atmospheric pollution by up to 20%
compared with a traditional engine (source: company). Blue Solutions manufac-
tures these supercapacitors in a plant in Brittany with a maximum capacity of
one million units a year.
Blue Solutions’ turnover was 109.3 million euros, a 10% decrease on the previous
year.
6.1.2. MOBILE AND STATIONARY SOLUTIONS (BLUE APPLICATIONS)
The technology developed by Blue Solutions covers many applications at more or
less advanced stages of development. Blue Applications off ers both service (car
rental, transport) and product solutions. These applications can also draw on the
expertise of IER and Polyconseil. For a fuller description of these activities, see
section 6.3 of this document.
The Blue Applications companies described below were all wholly owned by the
Bolloré Group at December 31, 2016, either directly or indirectly via controlled
companies.
Electric vehicles and car-sharing
BluecarAt the end of 2016, the Bluecar trademark (Bluecar®, the city car, Blueutility, the
utility vehicle, and Bluesummer, the cabriolet) had delivered more than
6,387 electric vehicles in France, the fi rst mass market electric vehicle in France
designed from inception for electric propulsion.
The three-door, four-seater boasts Pininfarina’s renowned design expertise and
Blue Solutions’ LMP® battery off ers high-level performance with a top speed of
130 km/h and a 250 km range under normal city driving conditions.
In 2016, as a continuation of the partnership signed on June 17, 2015 between
the PSA and Bolloré Groups, the production of the Bluesummer stopped to make
way for the E-Mehari, a Citroën electric car with LMP® batteries. The E-Mehari has
been produced and marketed since the second half of 2016.
Autolib’The Bolloré Group was selected in December 2010 by the mixed syndicate repre-
senting the City of Paris and 100 municipalities in the Paris region to develop the
Autolib’ clean car-sharing system with fl exible drop-off (cars can be returned to
any recharging station). Autolib’ was offi cially launched on December 5, 2011,
with 250 vehicles and 250 stations. By June 30, 2012, it had been ramped up to
1,740 Bluecar® vehicles and 600 stations with 3,700 charging terminals in the
Paris region, in line with targets for the development plan set out in the public
service delegation agreement. At December 31, 2016, Autolib’ had almost
135,000 annual “premium” and “ready to drive” subscribers, 6,200 charging ter-
minals and 3,957 cars.
BluecarsharingBluecarsharing is the company that manages all the other car-sharing systems.
Services modeled on Autolib’ were launched three years ago in Lyon (Bluely) and
Bordeaux (Bluecub). A car-sharing service was also launched in Indianapolis in
the United States in September 2015, in Turin in Italy (Bluetorino) in
October 2016 and new services will be launched in 2017 in Singapore, London
and Los Angeles.
Blue Alliance is 51% owned by Bluecarsharing, 25% by Renault and 24% by
Automobiles Citroën.
34 BLUE SOLUTIONS
6. Business overview
It holds 100% of the Bluecub company and 95% of the Bluely company.
In 2016, the electric vehicles and car-sharing group of companies comprising
Bluecar, Autolib’, Bluecarsharing and their subsidiaries had a combined turnover
of 74.2 million euros and a net operating loss of 122.9 million euros (unaudited
data consolidated on an IFRS basis).
BluebusBluebus manufactures and markets fully electric 6-meter and 12-meter buses,
city and suburban people carriers, with a 120 km range for the 6-meter Bluebus
and 180 km to 250 km for the 12-meter Bluebus that use the LMP® batteries
made by Blue Solutions. At December 31, 2016, a total of 147 Bluebus vehicles
had been sold.
In 2016, Bluebus and Bluestation had a combined turnover of 21 million euros
and a net operating loss of –31.6 million euros (unaudited data consolidated on
an IFRS basis). Bluebus turnover consists mainly of sales of Bluebus vehicles and
replacement parts, full service maintenance and leasing of vehicles and batteries.
That of Bluestation consists of private passenger transport activities (for example
the Louis Vuitton Foundation shuttle).
BlueboatBlue Applications is also developing electric boats via Blueboat (prototype near-
ing completion at time of writing). This company did not pursue any commercial
activities in 2016.
BluetramBlue Applications is also developing electric trams via Bluetram.
In 2016, Bluetram had a turnover of 0.3 million euros and a net operating loss of
6.2 million euros.
The first Bluetram was inaugurated on the Champs-Élysées in Paris at the
beginning of December 2015 for the Paris Climate Conference (COP21). It was
operated for the rest of the winter, transporting visitors on six buses, free of
charge, between the Arc de Triomphe and Place de la Concorde.
A project which aims to implant the Bluetram in Singapore is also being studied.
Stationary applications
Blue Applications has developed energy storage solutions for stationary applica-
tions via Bluestorage to sell stationary battery storage solutions for individuals to
mitigate brownouts and take advantage of cheaper tariff s and shelters to man-
age the intermittence of renewable energy sources.
In 2016, the stationary applications group of companies comprising Bluestorage,
Bluesun and BlueElec had a combined turnover of 1.9 million euros and a net
operating loss of –7.5 million euros (unaudited data consolidated on an IFRS
basis).
Dedicated terminals and systems (IER)
IER designs and markets solutions in the fi elds of fl ow management for people
and goods, self-service and access control.
IER is a world leader in the design, manufacture and marketing of ticketing con-
trol terminals and readers for major air, rail and sea transport networks. IER
designs, develops and integrates identifi cation, traceability and mobility solu-
tions for use by logistics, industrial and transport operators (bar code, RFID, voice,
Wi-Fi and GPRS technologies). Building on its experience in the field, IER has
developed terminals, self-service terminals, identifi cation and geolocation sys-
tems as well as the charging infrastructure for the car-sharing schemes operated
by Autolib’ and Bluecarsharing. IER thus plays a key role in this business.
IER is also active in access control via its subsidiary Automatic Systems.
Through its subsidiary BluePointLondon, IER deploys a network of charging ter-
minals for electric vehicles in London.
In 2016, IER and its subsidiaries had a turnover of 155.6 million euros and a net
operating loss of –3.3 million euros. These data are taken from the IER Group’s
unaudited consolidated fi nancial statements prepared under IFRS. To support
the deployment of electricity storage solutions (mainly Bluecar® charging termi-
nals and onboard soft ware), IER spends 8% of its turnover on technology devel-
opment and innovation.
Polyconseil
Polyconseil offers end-to-end IT solutions ranging from strategic planning
(opportunity, feasibility, defi nition and strategy studies) to operations and results
monitoring, including project steering and implementation.
Polyconseil is active in four main areas: Smart Cities, telecoms, media and
emerging markets.
Polyconseil develops soft ware used in car-sharing services for Blue Solutions and
third-party operators.
In 2016, Polyconseil had a turnover of 26.7 million euros and a net operating
income of 6 million euros. This data comes from the company’s separate fi nan-
cial statements prepared under French GAAP.
6.1.3. RELATIONSHIP BETWEEN BLUE SOLUTIONS AND BLUE APPLICATIONS
Blue Solutions and Blue Applications are linked via equity, in that both are con-
trolled by the Bolloré Group, and sales, in that all LMP® batteries produced by
Blue Solutions are sold to Blue Applications entities (supercapacitors are sold to
clients outside Blue Applications). LMP® batteries are sold to Bluecar under a
long-term supply contract at a price initially fi xed at 38,000 euros excluding VAT,
indexed from January 1, 2018 to a formula that reduces prices in proportion to
order volumes.
However, at the date of this document, Blue Solutions and the companies that
make up Blue Applications are not at similar stages of development: while Blue
Solutions has developed mature technologies which are currently marketed to
some of the Blue Applications companies (particularly Bluecar, Bluebus and
Autolib’), the activities of other companies within Blue Applications (particularly
Blueboat, Bluetram and Bluestorage) are still in the development phase (proto-
types and tests). At the date of this document, these companies require major
investment and are making short-term operating losses which the Bolloré Group
plans to cover until June 30, 2016. Ultimately, Blue Solutions wants to manage
the whole of its value chain (from manufacturing technology to selling innovative
solutions that incorporate it) and to this end has signed seven sale option
agreements giving it, at the date of this document, options to buy all Blue
Applications companies from the Bolloré Group between September 1, 2016 and
June 30, 2018.
At its meeting on March 23, 2017, the Board of Directors of Blue Solutions, on the
proposal of the Chief Executive Officer and based on the expert valuations,
unanimously decided not to exercise the purchase options concerning Blue
Applications until they expire, i.e. June 30, 2018, since it still requires very sub-
stantial investment and it prefers to concentrate the eff orts of Blue Solutions on
improving its technology.
The Board also decided that it will need to work with the Bolloré company to
start negotiations with the following objectives:
• put in place a new option exercise window;
• agree a new contract to provide Blue Solutions with fi nancing from Bolloré, the
previous commitment having ended in June 2016;
• review the terms and conditions of the battery supply contract between Blue
Solutions and Bluecar as provided for in the contract.
The result of these negotiations will be published in a press release from Blue
Solutions and Bolloré.
35REGISTRATION DOCUMENT 2016
6. Business overview
At December 31, 2016, the corporate scope of Blue Solutions and Blue Applications was as follows:
Blue Solutions
Blue Solutions Canada
17.8% 71.2%
Capacitor Sciences Inc.
BolloréBolloré
Participations
one single agreement
Scope of agreements
100% (at the initial public offering)
7 sales options agreements concerning Blue Applications
IER Polyconseil Bluecar Bluecarsharing Autolib’ Bluebus Blueboat Bluetram Bluestorage
Blue Applicationsscope
The LMP® technology developed by Blue Solutions fi nds natural applications in the businesses operated by Blue Applications.
6.1.4. COMPETITIVE ADVANTAGES AND STRATEGY
Blue Solutions has several competitive advantages arising from the technologies
that it has developed and its positioning in partnership with Blue Applications:
• recognized experience as an energy storage specialist: the Bolloré Group has
fi ft y years’ experience in the energy storage business, and Blue Solutions, sup-
ported by Blue Applications, has positioned itself as a key player in energy
storage solutions with the Autolib’, Bluecar, Bluebus and Bluestorage services;
• a unique technology: Blue Solutions owns intellectual property rights that
allow it to manufacture and market batteries based on LMP® technology,
researched and developed over many years;
• a complex, well established and patent-protected industrial process that
can be rapidly deployed: the manufacturing process is supported by the
Bolloré Group’s long-established know-how which can deliver rapid and com-
petitively priced industrial roll-out guaranteeing uniform performance by all its
products;
• environmentally friendly battery design: the LMP® battery contains no sol-
vents, making it safe to manufacture, use and recycle. Its raw materials are
readily available from natural resources;
• battery design that combines performance and reliability: Blue Solutions
believes that the performance of the LMP® battery gives it intrinsic competitive
advantages;
• a leading shareholder that supports long-term investment: the Bolloré
Group is a diversifi ed group used to managing complex projects that require
sustained investment over the long term;
• diff erentiating positioning, which is expected to give it leadership in some
of its markets: Blue Solutions, supported by Blue Applications, already enjoys
leading positions in some markets. Its approach as a solutions provider means
that, according to its estimates, it operates the biggest fl exible drop-off net-
work for car-sharing in the world, benefi ting from its control of the whole value
chain. Its strategy is to replicate this positioning for all mobile and stationary
applications;
• strong visibility and potential global distribution: the Autolib’ car-sharing
service in Paris has given Blue Solutions and Blue Applications a global show-
case, making their solutions well-known worldwide almost overnight.
Developing car-sharing solutions for other cities such as Lyon, Bordeaux, Turin
and Indianapolis will further enhance this visibility;
• an industrial partnership strategy that allows Blue Solutions and Blue
Applications to quickly take key positions;
• strong synergies with other Bolloré Group divisions: Blue Solutions plans to
leverage, for its own development, the leading position of the Bolloré Group in
what are currently the world’s fastest growing regions: Africa and Asia.
Its competitive advantages mean that Blue Solutions is uniquely placed to act as
integrator. It can use this to provide innovative solutions and ultimately become
a major operator in mobile and stationary solutions, off ering services that will
earn recurrent revenue through its positioning in high-growth markets.
In mobility, Blue Solutions estimates that the commercial and technological
success of Autolib’ has established Blue Solutions, supported by Blue
Applications, as the global leader in large-scale fl exible drop-off sharing of elec-
tric vehicles, allowing it to duplicate this established model in cities across the
globe. These projects also help extend its know-how in electric vehicles for indi-
viduals and public authorities as well as in electric buses and tramways, and
eventually boat and ferry solutions. Finally, Blue Solutions is also focusing on
developing mobility solutions based on supercapacitors, working on light tram-
ways that use this technology.
In stationary applications, Blue Solutions and Blue Applications are looking to
apply their technologies to new high-potential opportunities in network security,
integration of renewable energy sources and off -grid energy access which need
smart energy management solutions. The Bolloré Group’s global presence, par-
ticularly in Africa, is expected to allow rapid development of stationary
solutions.
36 BLUE SOLUTIONS
6. Business overview
6.2. BLUE SOLUTIONS’ BUSINESS ACTIVITIES
6.2.1. INTRODUCTION
Blue Solutions produces batteries and supercapacitors that are used in mobile
and stationary energy storage systems.
Blue Solutions also has sale option agreements on the shares comprising the
capital of the entities of Blue Applications whose activities constitute the natural
outlets for the technology that it develops, supported in particular by the compa-
nies of the IER group and Polyconseil, and which focus on the following two
areas:
• mobility (car-sharing, electric cars and buses, tramways with no rails or over-
head power lines);
• stationary.
Blue Applications aims to deploy mobile applications (already operational as
evidenced by the Bluecar® vehicles in circulation) and stationary applications
(under development/test in several areas).
6.2.2. TECHNOLOGY DEVELOPED BY BLUE SOLUTIONS
6.2.2.1. Batteries
Considered one of the worldwide leaders in the production of polypropylene
fi lms for condensers, and relying on the knowledge acquired in the energy stor-
age and extrusion of polymer, the Bolloré Group created Blue Solutions to
develop a completely solid battery based on lithium metal polymer (LMP®)
technology.
OverviewThe batteries are independent sources of electrical power that convert chemical
energy into electrical energy through a chemical reaction when the battery is
discharged.
The basic components of a battery are the positive electrode (cathode), the neg-
ative electrode (anode), and the electrolyte (the conductor through which the
electrical current circulates).
Rechargeable batteries are sources of electrical power that can be used (meaning
charged and discharged) many times. A cycle is one complete charging phase and
one complete discharging phase. The maximum number of cycles varies based
on the technology used as well as the conditions of use and constitutes an
important competitive factor. The main technology used by Blue Solutions is
based on metal lithium, polymer and iron phosphate.
LMP® technologyBased on the know-how acquired in the manufacture by extrusion of ultra-thin
fi lms over twenty years ago, the Bolloré Group initiated a basic research program,
then a development program on a new battery technology, the lithium metal
polymer (LMP®) technology. Lithium is the lightest known metal and has a very
high electrochemical potential. It has all the attributes of a prime electrode
material. Unlike LMP® batteries, the lithium batteries found in consumer elec-
tronic devices today do not use lithium in metal form, but as lithium ions
inserted into another material, which decreases the energy density (Wh/kg).
Blue Solutions, with the development of the LMP® battery, the fruit of many years
of research and development, aims to show that it is possible to use the charac-
teristics of metal lithium while balancing safety, lifetime and cost.
The LMP® battery contains no toxic liquids or heavy metals. It is completely
recyclable.
The components of the LMP® battery are completely solid, including the electro-
lyte, unlike other technologies. The thin films that constitute the anode, the
electrolyte and the cathode are produced by extrusion. These films are next
assembled and connected to form a battery.
Completely solid battery without solvent
Li+
Li+
Li+Li+
Cathode: compoundof iron phosphate,
carbon and polymer
Electrolyte:polyoxyethylene
(POE) andlithium salts
Anode:lithium film
Current collector:metallic film
The elementary electrochemical cell of the LMP® battery is based on the use of
four components. This completely solid elementary cell is made up of two
reversible functioning electrodes: the anode provides the supply of lithium ions
upon discharge and the cathode acts as a receptacle where the lithium ions are
interspersed. The two electrodes are separated by a solid polymer electrolyte, a
conductor of lithium ions. The conductivity of the ions is provided by the dissolu-
tion of lithium salts in polyoxyethylene. To obtain optimum conductivity, the
temperature of this polymer must be maintained between 70°C and 80°C.
The anode is a fi ne fi lm of metal lithium obtained by extrusion. The cathode is a
composite material obtained from a mixture of lithium iron phosphate, polymer
and carbon. It is placed on a current collector that provides the electrical connec-
tion. The electrolyte is a fi lm obtained by extrusion from a polymer (polyoxyeth-
ylene) and lithium salts.
● The cell
The elementary cell (the element) of the LMP® technology is produced by
assembling ultra-thin fi lms: each fi lm is a few dozen microns thick and its width
can vary by several centimeters. These fi lms are stacked to obtain a prismatic
design of high-capacity elements (75 Ah).
The thicknesses of these fi lms can be modifi ed according to the characteristics
of the applications. Thus, assembling thick fi lms makes it possible to obtain a
high energy type confi guration, whereas an element obtained from thinner fi lms
is characterized by its power performance.
The fl exibility of this design based on the assembly of fi ne fi lms is remarkable:
elements of diff erent thicknesses, widths and lengths can be produced with the
same production tool.
● The module
The applications which use industrial batteries have very different storage
requirements in terms of electricity (capacity, voltage, type of discharge) and
mechanics (geometry, volume). The module was therefore designed to be
fl exible.
Its construction is based on the connection of cells in series. The cells, connected
in series and then inserted in a specifi c “packaging”, give the module its voltage
and capacity. The cell’s high capacity makes it possible to limit the number of
connections, which improves its reliability.
Thus, without changing the industrial tool, modules with diff erent sizes, shapes
and electrical characteristics can easily be produced.
37REGISTRATION DOCUMENT 2016
6. Business overview
● The pack
The pack is an assembly of several series modules whose capacity and voltage
meet the specifi c needs of an application.
For the Bluecar® vehicle, the 35-kWh pack corresponds to a series of six 5.8 kWh
modules operated by an electronic Battery Management System and integrated
in a casing within the vehicle structure.
This unique technology is protected by Blue Solutions know-how and by many
innovations patented by Blue Solutions and covering the fundamental principles
of the design, materials, implementation and industrialization. It was initially
designed for the Bolloré Group’s research teams, starting in the beginning of the
1990s. It has been developed by a team that today includes more than
170 researchers, engineers and technicians working within the company, a sub-
sidiary of the Bolloré Group, operating since 2001 and equipped with advanced
research and development equipment. In 2007, the company’s teams were
joined by Avestor, a Canadian subsidiary of Hydro-Québec and Anadarko, whose
assets were purchased by Bathium (now Blue Solutions Canada), which was the
only company in the world working on the same fundamental principles.
The main advantages of these technologies are the following:
• signifi cant energy density;
• greater reliability in use than liquid electrolyte batteries due to a much more
stable temperature, thus avoiding the risk of overheating;
• a controlled, continuous, high-yield industrial process and easy recycling since
there are no toxic components.
Main characteristics
Completely solid battery
Volume (i) 300
Mass (kg) 300
Electric characteristics
Energy 35 kWh
Peak power 45 kW (30 s)
Nominal voltage 410 V
Min/max battery voltage 300/450 V
Capacity at C/4 75 Ah
Energy density 100 Wh/kg
Volume density 100 Wh/l
Maximum intensity 140 A
Thermal characteristics
Internal temperature +60 °C/+80 °C
Operating temperature from –20 °C to +160 °C
● Characteristics
The purpose of the fi rst product developed was to demonstrate the possibilities
of the LMP® technology. It was designed to meet the needs of electric vehicles, in
particular.
This pack is composed of six modules, each composed of 20 cells connected in
series, and is equipped with an electronic system that provides the thermal
management (operating the internal temperature) as well as the electric func-
tioning. The main information on the safety (alarm management) and charge
status (managing the discharge and recharge) are operated and can be commu-
nicated to the application.
With specific energy density and higher volumes, 100 Wh/kg and 100 Wh/l
respectively, this completely autonomous pack off ers remarkably light and com-
pact performance.
● Temperature
The LMP® battery is a completely solid battery that currently operates optimally
at around 70°C to ensure the best conduction of ions between the electrodes.
The LMP® battery must therefore be maintained at its operating temperature
either by using part of the energy that it stores (resulting in the progressive dis-
charge of the battery if there is no external power supply source) or through an
external power supply (for example, remaining connected to a recharging termi-
nal in the case of Bluecar® vehicles). Blue Solutions estimates that it can lower
this operating temperature to 60°C for onboard applications and 50°C for sta-
tionary applications. Moreover, Blue Solutions is working on optimizing the
insulation of the battery.
● Capacitor Sciences Incorporated
In September 2016, Blue Solutions acquired, through its Canadian subsidiary, the
American start-up Capacitor Sciences Incorporated to reinforce its research and
development program on energy storage solutions. This acquisition will enable
Blue Solutions to introduce the innovations developed by Capacitor Sciences
Incorporated into the design and industrialization of its batteries and superca-
pacitors in order to signifi cantly improve performance (density, cyclability and
charge speed).
● LMP® battery life
The company estimates that under normal use the LMP® battery has a service life
exceeding 3,000 cycles.
Aft er losing 20% of its power or energy from a fi rst use for mobile applications,
the LMP® battery is re-used for stationary applications which have lower power
requirements.
With a double objective, both environmental and economic, the products we
produce are designed with recycling in mind. Through a research and develop-
ment program partly supported by the European Community, a recycling process
was researched that allows a high proportion of the metallic lithium, iron phos-
phates and lithium salts to be recovered. This recycling process involves disman-
tling the battery in order to recover the re-usable packaging as well as the
electronic components. The electro-chemical compounds are then recycled to
recover the metals (aluminum, copper and lithium). A portion of the recycling
output is also recovered in the form of thermal energy. All battery owners are
required to recycle 90% of the batteries used in mobile applications and 50% of
the batteries used in stationary applications.
6.2.2.2. Supercapacitors
In parallel to LMP® batteries, Blue Solutions has developed a type of electrical
energy storage component called “supercapacitors”. Blue Solutions is one of the
few manufacturers of these in the world.
Presentation and characteristicsSupercapacitors are characterized by very-high power density and low energy,
very-short charge and discharge times, and the ability to cycle several million
times without deteriorating. Supercapacitors are of interest for many markets as
a replacement for existing solutions (batteries, fl ywheels) or for the development
of new products and applications.
These components are characterized by the ability to absorb and restore high
quantities of electrical power within a very short time. They can be charged or
discharged within less than a second to a few dozen seconds, and this cycle can
be reproduced millions of times. Thanks to these characteristics, supercapacitors
are the ideal component to recover braking energy and to restore it during
acceleration. The result is more vigorous acceleration and, in particular, improved
autonomy of the vehicle since the braking energy is not lost. In addition, the pack
of supercapacitors fi lters strong power demands and thus increases the lifetime
of the battery.
The principle of supercapacitors is based on the creation of a double elec-
tro-chemical layer by the accumulation of electrical charges on the interface
between an ionic solution (electrolyte) and an electronic conductor (electrode).
Unlike batteries, there is no oxidation-reduction reaction.
The interface between the charges plays a dielectric role. The electrode contains
very-high specific surface area activated carbon. The combination of a high-
ly-conductive surface and a very-low dielectric thickness makes it possible to
achieve extremely-high capacity values compared to traditional condensers. The
electrolyte limits the voltage of the elements to several volts.
38 BLUE SOLUTIONS
6. Business overview
Ionic electrolyteconductor
Currentcollector
Electrode
Separator
Electrolyte
Electronic activecarbon conductor
The manufacturing processes for the items include:
• the production of electrodes;
• the winding of electrode fi lms and separators;
• the assembly of elements from very-low contact resistance input/output
design in a controlled environment;
• the fi lling of the electrolyte.
The main advantages of this technology are:
• a specifi c power that is signifi cantly higher than battery technologies;
• a lifetime of several million charge/discharge cycles;
• the energy performance’s low sensitivity to temperature and current
variations;
• a very high energy yield;
• a very simple charge status control;
• no charging profi le constraints.
This innovative technology is positioned between condensers and batteries.
Life of supercapacitorsSupercapacitors have the ability to cycle (discharged up to 100%) several million
times without deteriorating. Only the metals composing the supercapacitors are
recovered for recycling. All owners of supercapacitors are required to recycle 50%
of the supercapacitors that they produce.
6.2.2.3. Products developed by Cirtem
Blue Solutions holds 33.74% of the share capital of Cirtem, a power-electronics
specialist which developed variable speed drives, for use in the Bluecar® power-
train, and the converters used in stationary energy storage solutions, both for
Blue Solutions.
6.2.3. PRODUCTION SITES AND THE INDUSTRIAL PROCESS
The production sites
The LMP® battery was successfully developed on the Pen-Carn site, built in 2001
in Ergué-Gabéric, the original site of Blue Solutions, near Quimper. In 2009, once
the viability of the industrial process technology and performance of the LMP®
battery had been demonstrated, two production units (master unit and produc-
tion building) were installed, making it possible to progress to the industrial
stage. This site has an annual production capacity of 300 MWh. In addition, a
supercapacitor production factory, with a potential capacity of 1 million units,
was set up on the Brittany site of Odet, also located in Ergué-Gabéric.
The Blue Solutions Canada factory, located in Boucherville, close to Montreal, was
integrated following the buyout of Avestor’s assets in 2007 and modifi ed for the
manufacture of products for the electric vehicle market. It was inaugurated on
October 27, 2009. This made it possible to increase and secure Blue Solutions’
LMP® battery production capacity; it also has an annual capacity of 200 MWh.
These two sites are each composed of a research and development and proto-
typing center, as well as a battery-pack production unit.
Industrialization
As the semiconductor industry requires an environment where the level of
impurities contained in the air is reduced to the strict minimum (clean room),
the manufacture of batteries requires an environment with very low dew points
(dry room). The materials implemented in this new technology interact with the
water contained in the air and result in undesired chemical reactions that can
damage the proper performance of the batteries. The level of humidity must
therefore be controlled and maintained at an extremely low level.
The factory recently built in Quimper takes this constraint into consideration,
having a production area specially equipped with dry rooms. It also provides the
premises and equipment necessary for the different tests that must be con-
ducted on the products manufactured.
Among the diff erent industrial solutions that can be used to produce ultra-thin
films, Blue Solutions has selected the extrusion manufacturing process, thus
building on the expertise of the Bolloré Group.
This production method presents several signifi cant advantages. First of all, it is
a clean process that does not require the use of pollutants, thus protecting
operators and the environment. The controlled implementation allows high
reproducibility in the quality of the films produced, despite the complexity
associated with the dimensions considered (several microns). Finally, it is a
competitive industrial solution since it makes it possible to attain high produc-
tion yields.
From the fi rst reliability studies, the automation of production was taken into
account. The main equipment was designed by Blue Solutions. Several of them
turned out to be innovative solutions and were thus patented by Blue Solutions.
The main materials used in the industrialization of the LMP® technology are not
rare: lithium is abundant in the earth’s crust as well as in seawater and the iron
phosphates used in the cathode are chemicals produced in volume.
6.2.4. BLUE SOLUTIONS’ LOGISTIC SOLUTIONS
Purchasing and supplies
Manufacturing LMP® batteries requires a supply of raw materials and high-tech
components.
Blue Solutions has several agreements with suppliers of metal lithium, polymers,
lithium iron phosphate, lithium salts and other key components necessary to
manufacture its batteries. Entering into annually renewable contracts serves two
purposes: the possibility to optimize and renegotiate prices based on Blue
Solutions’ needs, and the lack of long-term volume commitment. At the date of
this document, the prices of raw materials are not volatile. Supplies of raw
materials are obtained from three suppliers for lithium, two suppliers for lithium
salts and several suppliers for polymers.
In addition, within the development of its stationary market, Blue Solutions
Canada obtains supplies of offl ine single-phase 6 kW UPS inverters from Cirtem,
33.74%-owned by the company, that make it possible not only to continue to
supply power to a residence during a brownout when connected to a LMP® bat-
tery, but also to charge LMP® batteries from a set of photovoltaic panels using an
external converter.
The logistical organization
Blue Solutions’ Canada and Brittany sites have a storage capacity to house all of
the raw materials used to manufacture LMP® batteries and supercapacitors. Blue
Solutions stores the raw materials that it needs short term and does not use, at
the date of this document, its storage capacities as a factor in regulating prices.
39REGISTRATION DOCUMENT 2016
6. Business overview
The sales organization
Blue Solutions currently has a marketing and sales manager in charge of the sale
of supercapacitors. At the date of this document, the LMP® batteries are distrib-
uted exclusively to Blue Applications. The latter has an integrated sales team that
will be expanded at Blue Solutions if the market for LMP® batteries is opened to
third parties.
6.2.5. OUTLETS FOR PRODUCTS DEVELOPED BY BLUE SOLUTIONS
Blue Solutions earns all of its battery turnover from Blue Applications companies
(Bluecar, Bluebus, Bluestorage and Bluetram) and the remainder of its total
turnover from selling supercapacitors to non-Group clients. The fi nal outlets for
the batteries and supercapacitors sold by Blue Applications are, indirectly
through clients of Blue Applications, users of applications integrating such bat-
teries and supercapacitors.
6.2.5.1. The batteries
Blue Solutions considers that its completely solid LMP® battery technology is a
major innovation in the industry. Flexible and modular by design, the LMP®
technology is able to satisfy many industrial markets whose needs include high
performance, reliability and competitive cost.
The LMP® batteries manufactured by Blue Solutions’ French and Canadian enti-
ties are sold to Blue Applications companies largely for integration into means of
transportation or stationary solutions. These markets are described in sec-
tions 6.2.1. and 6.2.2. of this document.
6.2.5.2. The supercapacitors
These components are used in the automotive industry to recover braking energy
and provide a simple and reliable source of power for hybridization solutions
used in stop & start functions (stopping the engine when the vehicle is immobi-
lized and then restarting it), but can also provide assistance during acceleration.
Current developments also focus on public transportation applications, including
trams equipped with supercapacitors, which can travel hundreds of meters
without overhead power lines and then recharge at charging stations.
Supercapacitors blur the traditional design boundaries for power applications
and make it possible to achieve energy storage yields greater than 95% with life-
times greater than the systems they integrate.
Public transportationIn the fi eld of urban transportation, this new technology off ers new design per-
spectives for clean transportation systems: electric and hybrid buses, tramways
without overhead power lines, and trolley buses. It makes it possible to increase
the energy yield of existing underground systems and tramways and to increase
traffi c without changing the infrastructures or reducing their cost. For example, if
an electric bus or tramway is equipped with supercapacitors, it can travel hun-
dreds of meters between two stations and recharge upon stopping in a few sec-
onds by connecting to a terminal containing an equivalent quantity of
supercapacitors.
The fi rst tramways equipped with supercapacitors provided by Blue Solutions
were manufactured by Bombardier and were installed and have operated since
December 2009 in Heidelberg, Germany.
AutomotiveIn terms of automotive applications, supercapacitors are the most relevant
energy storage solution to satisfy start-up (stop & start concepts), acceleration
and regenerative braking applications. They can also be used as delocalized
sources of energy.
Supercapacitors store the vehicle’s braking energy and supply its electrical power
system with the energy necessary for start-up. During the running phase,
super-capacitors stabilize the voltage of the onboard power supply network and
help the battery upon electric power demands. They also bring increased power
in the vehicle’s acceleration phases.
Uninterrupted Power Supply (UPS)Supercapacitors also make it possible to make up for occasional failures of main
energy sources and provide protection against network outages of less than fi ve
seconds, ensuring a quick transition (five to twenty seconds) to a back-up
generator.
Blue Solutions’ turnover from the sale of supercapacitors nonetheless remains
marginal.
6.3. BLUE APPLICATIONS’ ACTIVITIES
The technology developed by Blue Solutions sees an extensive range of applica-
tions in various stages of development and for which Blue Applications off ers a
large number of solutions in services (car rental, transportation) as well as tech-
nological developments (communications, design, systems).
The development of Blue Applications’ activities in the areas of mobile and sta-
tionary draws on the expertise of IER and Polyconseil in services and technologi-
cal development.
The Blue Applications entities are, at the date of the present document, con-
trolled by the Group. Financial information (turnover and operating income) on
each entity or sub-unit of Blue Applications that is the subject of a sale option
agreement in favor of Blue Solutions will be presented twice a year until the sale
option agreements on the entities or sub-units in question have been exercised
by Blue Solutions and the entities or sub-units in question are consolidated in
Blue Solutions’ fi nancial statements.
6.3.1. MOBILITY
6.3.1.1. Electric vehicles
BluecarBluecar develops, produces and sells electric cars that use LMP® batteries. Since
2007, the Bolloré Group has partnered with the famous Turin coach-builder
Pininfarina, a synonym for excellence in automotive design, to create the fi rst
concept car, the “B0” Bluecar® model. The current version of the Bluecar® is
heavily inspired by this design while having been adapted to industrial produc-
tion constraints.
The Bluecar® is a safe and silent, fully electric, clean vehicle. Bluecar has devel-
oped power electronics designed around the LMP® battery to obtain the best
possible yield from the engine. At the same time, everything was done in the
design of the body and frame of the car to take into account the constraints
associated with the use of a battery as a traction energy reservoir:
• the positioning of the battery, between the two axles, under the seats, off ers
optimum mass distribution and secure road handling;
• the frame is made of steel and aluminum, giving Bluecar® its lightness but
maintaining maximum rigidity;
• the Bluecar’s® body is made completely of aluminum, which limits its weight to
1,120 kg including the 300-kg LMP® battery.
The convergence of these innovations in the Bluecar® design means that it has
an impressive range for a four-seater electric city car: 250 km under normal city
driving conditions.
Since June 2015, the Bluecar® has been produced at Renault manufacturing
plants in Dieppe, following an industrial cooperation agreement between the
Renault and Bolloré Groups, with specific models manufactured at the Bairo
plant in Italy.
BlueutilityBlueutility is the 100% electric utility vehicle in the Bluecar® range. The Blueutility
is able to fulfi ll widely diff erent functions and was designed to support profes-
sionals by meeting the daily working needs of various professions and sectors
(business, artisan, local government, etc.).
This two-seater light utility vehicle is reliable and practical and includes a spa-
cious loading space of 1.4 m3 and can accept up to 255 kg of payload, making it
able to meet the requirements of professionals. The Blueutility combines com-
fort and safety and melds effi ciency with aesthetics in one fully electric vehicle.
BluesummerWith its truly innovative design, the Bluesummer vehicle adapts to suit all situa-
tions. Practical and designed for everyday use, with its folding rear seats and
removable soft -top, this vehicle can be used for all kinds of leisure activities in all
seasons and can carry four passengers. Easy to maintain, the Bluesummer has an
elevated chassis making it suitable for off -road driving.
40 BLUE SOLUTIONS
6. Business overview
With no engine noise, drivers are all the more able to appreciate its comfort and
performance: high acceleration and excellent road handling. In 2016, as a contin-
uation of the partnership signed on June 17, 2015 between the PSA and Bolloré
Groups, the production of the Bluesummer stopped to make way for the
E-Mehari, a Citroën electric car with LMP® batteries. It has been produced and
marketed since the second quarter of 2016.
BluebusBluebus develops clean collective transportation solutions for urban and subur-
ban areas using the LMP® batteries:
• The 6-meter Bluebus has the highest onboard energy level for its category in
the electric bus market, thanks to its three LMP® battery packs installed on the
bus roof, which give it a range of over 120 kilometers (needed for a full day’s
operation).
It is made even more effi cient by a system whereby energy is recovered during
deceleration, allowing the vehicle to recharge while in use. The features of the
Bluebus and its onboard technology, which allow the LMP® batteries to be
installed on the roof, result in improved vehicle safety, as well as access for
those with reduced mobility thanks to its low and level fl oor. User-friendly and
compact, yet spacious and bright, it can accommodate around 20 passengers
and can weave in and out of narrow city center streets. It is already in use on
the public transport networks of places as varied as Tours, the island of
Réunion, Rambouillet, Laval, Luxembourg, Bayonne, and Tarbes, as well as at
industrial sites like CEA in Grenoble, BeGreen and Vente-privee.com. It is also
used for the private shuttle service in operation at the Louis Vuitton Foundation
and at Canal+. It is also listed with the French central procurement organiza-
tions UGAP and AGIR.
• The 12-meter Bluebus is a clean public transport solution for urban use
(capacity for 100 passengers). Fully electric, it is equipped with LMP® batteries,
which give it a range of between 180 and 250 kilometers. It has the same fea-
tures as the 6-meter Bluebus: energy recovery during deceleration, roof-in-
stalled batteries, accessibility for persons with reduced mobility. The Bluebus is
built at the Blue Solutions plant in Ergué-Gabéric, in Brittany. The new dedi-
cated plant for the manufacture of this bus was inaugurated on January 15,
2016 and required an investment of 40 million euros. The annual production
capacity is for 200 12-meter Bluebuses. RATP, the Paris public transport opera-
tor, chose Bluebus to trial its fi rst fully-electric bus line, launched in May 2016.
This initial line (341) connecting Clignancourt to Place Charles-de-Gaulle-Étoile
is the first all-electric line set up in Paris as part of the Bus 2025 project to
which RATP has been committed since 2014. Accordingly, RATP collaborated
with Blue Solutions so that 23 12-meter Bluebuses would join its fl eet. At the
end of 2016, RATP ordered 20 additional 12-meter Bluebuses, 10 of which will
be equipped to receive an in-line recharge by inverted pantograph (an articu-
lated rod through which the Bluebus can be charged through the roof).
BluetramRunning on tires and entirely electric, Bluetram is a clean public transport solu-
tion that needs neither rails nor overhead power lines. It can be quickly installed
as it does not require heavy and costly infrastructure works.
Using Blue Solutions technology (supercapacitors) and a telescopic charging
connector, the Bluetram recharges at each stop in just twenty seconds, while
passengers get on and off . Each recharge gives Bluetram a range of up to 2 km. To
enable this rapid recharging, each stop is equipped with energy storage capacity
equivalent to that of the vehicle. The first Bluetram was inaugurated on the
Champs-Élysées in Paris at the beginning of December 2015 for the Paris Climate
Conference (COP21). It was operated for the rest of the winter, transporting visi-
tors on six buses, free of charge, between the Arc de Triomphe and Place de la
Concorde.
The 6-meter version of the Bluetram can accommodate 22 passengers, while the
12-meter version carries 90. It is produced on the Blue Solutions site in Ergué-
Gabéric, Brittany, in a factory inaugurated in January 2015, representing a total
investment of 30 million euros. Thanks to the R&D of Polyconseil and IER (Blue
Applications subsidiaries), Bluetram will eventually be able to off er an integrated
solution for the management of tramway lines: vehicles, stations, IT management
system for fl ows and traffi c.
6.3.1.2. Car-sharing
Autolib’At the initiative of Bertrand Delanoë, former Mayor of Paris, the capital welcomed
the world debut of Autolib’, a fully electric car-sharing service, on December 5,
2011. The service was created on an urban scale to offer people in the Paris
region an unprecedented, economical and practical mode of transport to revolu-
tionize their travel patterns.
Within fi ve years, Autolib’ quickly found its place in the Paris region landscape
and rapidly won over a large number of users thanks to its fl exible drop-off fea-
ture and the possibility of reserving a car from the starting point or a spot upon
arrival using a mobile phone.
Available in Paris and over 100 towns and cities within the Paris region, Autolib’
provides a fl exible and aff ordable car-sharing service, equally suitable for regular
or occasional users thanks to its varied subscription off ers. This service provides
great usage fl exibility as soon as a driver’s license is obtained for drivers with
good records. Since its launch, Autolib’ has been dedicated to eco-responsible
solutions, and it subscribed to the Direct Énergie green energy off er, which certi-
fi es the injection into the grid of electricity of 100% renewable origin, which is
the equivalent of annual consumption.
The Autolib’ service over time
December 2011 December 2012 December 2013 December 2014 December 2015 December 2016
Number of stations (cumulative) 250 737 857 877 1,060 1,096
Number of terminals (cumulative) 1,000 3,670 4,356 4,685 5,939 6,175
Number of vehicles in operation(cumulative) 250 1,723 2,010 2,837 3,540 3,957
Number of subscribers (cumulative) 5,651 54,000 121,000 197,000 268,000 325,000
Annual “premium” and “ready to drive”
subscriptions 1,300 18,817 40,600 67,600 98,740 134,517
Total number of rentals 4,600 979,511 2,664,000 4,015,505 5,202,405 5,609,901
Number of kilometers traveled from
start (in millions) 11.7 39.4 79.7 132.9 189.9
Source: Bolloré.
● Autolib’: an integrated smart service
Back-office applications are an essential and distinctive component of the
Autolib’ service:
• organization of maintenance and day-to-day repairs: organized into six compe-
tency centers – IER ensures on-site maintenance of vehicles and terminals;
• and oversight of fl eet management.
Alongside all the interactions with the customer, the onboard computer performs
background tasks allowing the operator to know the condition of the vehicle at
any time and to provide the customer with higher-quality service. Value-added
services are off ered to the customer, who can subscribe to the service directly
over the Internet or at a subscription terminal, with assistance from a tele-advi-
sor by videoconference. Once subscribed, the customer can use an advance res-
ervation system, both for the car (within 30 minutes) and for the parking spot at
the other end (within 90 minutes). These reservation services are also available
on Android and iOS mobile devices.
41REGISTRATION DOCUMENT 2016
6. Business overview
The vehicle data reported to the central information system (in compliance with
French data protection rules) are:
• the location of the vehicle at all times;
• the identity of the customer renting the car;
• the speed at any point;
• the charge level of the traction battery;
• the departure rental station;
• the arrival station if the customer reserved a destination parking spot.
● Utilib’: a service targeted at craft smen
Utilib’ off ers professionals and Premium subscribers round-the-clock access to
nearly 300 self-service commercial vehicles, directly or on reservation. The Utilib’
offer was designed to support professionals, meeting the needs of different
businesses and sectors of activity (such as personal services, couriers, plumbers,
and maintenance technicians) in their daily travels.
Other car-sharing projectsOther car-sharing services modeled on Autolib’ (car-sharing with fl exible drop-off
for completely electric vehicles) are in Europe (Lyon, Bordeaux and Turin) and in
the United States (Indianapolis).
In 2017, new services will be launched in London, Los Angeles and the fi rst in
Asia, in Singapore.
● Bluely
Well-known for its initiatives and energy-related experiments, its smart grids and
innovative transport systems, the Greater Lyon metropolitan area has used the
Bluely service, modeled on Autolib’, since October 10, 2013. At the end of 2016, it
had 314 electric vehicles (including 59 Twizy and 30 C-Zéros integrated into the
fl eet as part of the partnerships signed with the Renault and PSA Groups), and
102 stations and 503 terminals were located throughout Lyon, 11 partner
municipalities, and the Lyon-Saint-Exupéry Airport.
Since its launch, Bluely has been dedicated to eco-responsible solutions, and it
subscribed to the CNR (Compagnie Nationale du Rhône), which certifies the
injection into the grid of electricity of 100% renewable origin, which is the
equivalent of annual consumption.
● Bluecub
Since January 9, 2014, the Bluecub service has been established in the Bordeaux
Urban Community to supplement the eco-mobility service promoted by the
Bordeaux city hall.
To date, the service has 76 stations in Bordeaux, in 10 bordering municipalities
and in Arcachon, as well as a fleet of around 200 self-service electric cars
(including 29 Twizy and 20 C-Zéros integrated into the fl eet as part of the part-
nerships signed with the Renault and PSA Groups).
Since its launch, Bluecub has been dedicated to eco-responsible solutions, and it
subscribed to the CNR (Compagnie Nationale du Rhône), which certifies the
injection into the grid of electricity of 100% renewable origin, which is the
equivalent of annual consumption.
● Blueindy
Blueindy services were launched in Indianapolis, the home of motor racing, on
September 2, 2015 (following trials since May 2014). With roll-out ongoing,
Blueindy is on its way to becoming the largest electric vehicle car-sharing service
with fl exible drop-off in the United States.
● Bluetorino
In Turin, Italy, Bluetorino, the new car-sharing service with fully electric cars, was
inaugurated on March 18, 2016. The service was officially launched in
October 2016.
6.3.1.3. Other applications
BlueboatBlue Applications is developing projects (in the prototype fi nalization stage) in
the electric boat fi eld within the company Blueboat.
6.3.2. STATIONARY APPLICATIONS
The combined needs of electricity-intensive industry in the private sector are
huge, refl ecting the current mix of energy sources. There will also have to be a
wide variety of solutions relating to storage. Performance, reliability and cost
criteria will be crucial to the growth of this market. LMP® technology is now in a
testing phase for stationary applications. Several pilot projects have been
announced, mostly in Africa, where Blue Solutions and Blue Applications can
make use of the Bolloré Group’s well established presence and capitalize on its
market position. These projects demonstrate the usefulness of a photovoltaic/
energy storage combination in countries with weak electricity production and
transmission/distribution infrastructure, such as the pilot projects for a network
of electric buses and vehicles that are rechargeable at photovoltaic stations in
Cameroon and the Republic of Côte d’Ivoire.
The multiplicity of pilot projects that combine solar parks, buildings or urban
facilities with storage solutions should make it possible for Blue Applications
both to gain experience ahead of its competitors and to meet many needs,
without, however, venturing into large-scale storage, an area already heavily
occupied by the electricity companies.
The outlook is therefore very extensive. Given the length of the testing phases,
the commercial development of stationary storage units is expected to take
place sometime before 2017.
BluestorageBluestorage is developing a line of energy storage solutions from a few kWh to
several MWh of stored energy, intended for a variety of end users:
• private individuals: the solutions that have been developed by Bluestorage for
consumers are batteries whose purpose is:
– to off set intermittencies in the grid and provide the home with a continuous
supply of energy,
– to optimize energy consumption by taking advantage of diff erences in electric-
ity pricing (off -peak and peak hours);
• the power grid: Bluestorage is developing high-capacity storage solutions to
meet the needs of companies in the grid:
– integrating solar wind farms to level out production: a producer of intermittent
renewable energy can store part of its production during periods of low
demand and sell it during periods of peak demand,
– helping renewable energy sources to sustain voltages: because they are inter-
mittent, integrating renewable energies adds risk to the stability of power grids,
particularly in terms of frequency. Bluestorage is developing solutions to off set
this intermittence and add to the capacity and reliability of power grids,
– Bluegrid creating value from load-shedding: Bluestorage is developing
high-capacity storage devices (shelters) of at least several hundred kWh that
can enable it to exploit load-shedding on the grid. It positions itself as a
load-shedding operator. Bluestorage is targeting two main markets:
. industrial load-shedding: allowing a grid operator (such as RTE) to shed the
consumption of an entire factory while continuing to supply it with stored
energy,
. distributed load-shedding: spreading storage capacities of varying sizes over
a given territory and aggregating them for sale on the capacity markets.
BluesunBluesun is a joint subsidiary set up by Bluestorage and Total Énergie
Développement, which gives access to new generation solar panels produced by
Sunpower. These panels are combined with classic generating equipment and
storage devices off ered on the market by Bluestorage.
BluezoneWith LMP® batteries and photovoltaic panels, the Bluezones can produce, store
and distribute clean and free electricity. The Group has ten Bluezones (Benin,
Guinea, Niger and Togo).
BlueElecBlueElec is a subsidiary of Bluestorage, whose mission is to trade on the
European electricity exchange (Epex Spot).
42 BLUE SOLUTIONS
6. Business overview
6.3.3. RELATED ACTIVITIES
6.3.3.1. Dedicated terminals – IER
OverviewIER designs and sells, throughout the world, products and services that improve
the fl ow of goods and people.
With that objective, IER applies proven know-how and technological expertise to
develop innovative solutions specifi c to fi ve major areas: public spaces, road-
ways, warehouses, vehicles and points of sale. IER’s Automatic Systems subsidi-
ary is a global leader in secured entry controls, and designs and manufactures
equipment for pedestrian, vehicle and passenger access.
Founded in the early 1960s, IER has broadened its product and service line and
expanded its geographical locations to better serve its customers’ needs. Today,
IER has an international presence on every continent through its 13 subsidiaries
and multiple local partners.
Public spacesIn response to the growing demand for more eff ective applications for assisting
travelers and residents, IER is now one of the leaders in self-service terminals
and kiosks in public spaces (large air, rail and maritime transportation networks,
government agencies, etc.) that dispense train or plane tickets, stamps and so on,
or that display information. IER’s strategy is to become an indispensable partner
of these key players by having at its disposal a complete portfolio of products
that embed innovative technologies designed to improve their users’ customer
experience.
Thus in the air travel sector, IER off ers a complete solution to improve the fl ows
of passengers and baggage (over 100,000 terminals and over 1,500 kiosks, many
of which are monitored 24 hours a day, 7 days a week):
• an extensive portfolio of terminals that show written information and print;
• self-service check-in and self-service tagging applications;
• automated baggage checking applications;
• automated boarding applications.
In rail travel, IER off ers applications for ticketing (at the counter, at self-service
kiosks) and for access controls (automatic access doors, portable ticket readers).
IER has installed nearly 2,000 automatic ticket dispensers for SNCF and equipped
over 4,000 railway stations with ticket window applications.
For government agencies, IER offers self-service kiosks: automated stamping
devices and multi-service kiosks as well as indoor and outdoor access controls.
RoadwaysIn automotive travel, IER off ers new concepts specifi cally for roadways (electrical
infrastructures and car-sharing). IER has refi ned car-sharing applications that
manage onboard software and electro-mobility, with the manufacture of
recharging stations deployed on a large scale. IER works in the development of
mobile applications for transportation, in particular for electric car-sharing. IER
has provided more than 7,000 remotely-controlled charging terminals,
1,300 remotely-controlled and maintained rental terminals, as well as around
100 subscription terminals operating via videoconference, and onboard soft ware
allowing real-time verifi cation of the status and position of vehicles at all times.
To keep up with worldwide growth in this segment, IER has approached carmak-
ers to look at incorporating its solutions when their vehicles are fi rst assembled.
This allows IER to off er several types of vehicles in addition to Bluecar® vehicles
in public car-sharing schemes, especially internationally. In the company car-
share market, IER offers a comprehensive solution that includes furnishing
equipment for the vehicles, the recharging infrastructure and also the whole
applications and services component to help the customer manage its car-share
fl eet. IER’s background in fl eet management in the distribution sector has ena-
bled it to acquire signifi cant experience in meeting these needs.
IER off ers a complete array of products and services, including:
• an onboard component to make the vehicle “communicating”, consisting of an
RFID reader, a telematic box, an onboard screen and a user help function that
connects with an operational center with tele-advisors;
• a comprehensive smart recharging infrastructure, which assists the user during
recharging and includes:
– interactive terminals to handle registrations, recharging requests, payments,
etc. The terminals are customizable and upgradeable,
– roadside recharging terminals,
– “Blueboxes” that allow individuals to recharge in private or semi-private areas
such as parking lots and garages, shopping malls, apartment complexes, etc.
The RFID reader helps to manage the access control equipment;
• an extensive portfolio of Internet services to help run the car-sharing operation.
IER also offers electronic speech hardware and software for the paperless,
automated processing of infractions.
WarehousesWorking all along the logistics chain, IER develops and places in warehouses
solutions for preparing orders by voice commands and with lit displays, as well as
for real-time contactless tracking of containers (pallets, vats, etc.) using RFID
technology.
VehiclesThe fl ow of merchandise is then managed at the transportation level through
applications that IER puts into the vehicle to guide the delivery route, using
geolocation, eco-driving and proof-of-delivery soft ware.
IER off ers a complete range of smart and communicating devices for:
• geolocation and eco-driving: by offering twin expertise in hardware for the
vehicle and soft ware and service, and putting in place cost- and distance-opti-
mizing applications that support eco-driving;
• proof of delivery: a complete computerized delivery application.
Points of saleFor points of sale, IER off ers a real-time inventory application for managing stock
and purchasing based on RFID technology. The fl ow of people is optimized using
IER’s self-service payment terminals that allow stores to improve the customer’s
visit by speeding up the check-out process. These solutions allow IER’s custom-
ers to make their points of sale signifi cantly more accessible.
IER offers a complete range of new “contactless” processes to modernize the
customer relationship in stores:
• self-service payment terminals to open up fast lanes in stores without waiting
in line;
• mobile solutions to assist the customer in the store up to the checkout, using a
mobile, anti-theft smart tablet that lets products “speak”;
• contactless merchandise management applications for the store: continual
inventory control, tracking of merchandise fl ows from acceptance to backroom
stocking to shelving.
6.3.3.2. Polyconseil
OverviewPolyconseil, created in 1989, is today a wholly-owned subsidiary of the Bolloré
Group, offering its customers complete IT solutions, from strategic framing
(opportunity and feasibility studies, strategy defi nition) to operations, including
project steering and implementation, and performance monitoring. Its team of
consultants creates value from its experience in managing complex projects and
from a team of advanced engineers in telecommunications, Internet, M2M
(mobile to mobile) technologies, and the management and supervision of electri-
cal energy.
MarketsBesides the Smart Cities practice, working on the Autolib’ project, Polyconseil
staff has developed expertise in telecoms, media and emerging markets:
● Smart Cities
As a specialist in new technologies and digital services, Polyconseil assists its
public and private partners with issues involving smart mobility, smart grids,
digital regional development, innovative services for municipalities, onboard
connectivity and communicating vehicles.
Because Polyconseil brings both strategic and technical/operating expertise to
bear on client problems, it is able to manage large-scale projects from start to
fi nish, from the needs assessment to the implementation of telecommunica-
tions and information systems.
43REGISTRATION DOCUMENT 2016
6. Business overview
● Telecoms
Polyconseil provides support services for investors and telecoms operators in
designing and implementing new strategies that allow them to compete with
low-cost challengers and meet their main commitments, such as cutting operat-
ing costs, developing new customer promises and adapting their infrastructure
to future needs.
● Media
With a highly developed, cross-functional media practice combining strategic
expertise with mastery of technical and operating challenges, Polyconseil brings
together a unique skill set for assisting its clients on critical projects. Polyconseil
carries out assignments in strategic repositioning, developing new lines of busi-
ness, regulatory research, technological impact studies, setting marketing and
sales strategy, and improving operating performance. In addition, the Polyconseil
Technologies team, specializing in technological projects, helps broadcasters
define new IT architectures, create content delivery platforms and develop
Internet or mobile applications.
● Emerging markets
Its presence in emerging markets means that Polyconseil can off er an integrated
approach to all telecoms issues and media in the emerging world and can sup-
port private operators, companies, investors, governments and institutions
through all sections of the telecoms value chain.
6.4. STRATEGY
Blue Solutions’ goal is to become a leading global force in energy management
solutions. It has the advantage of a unique position as an integrated company
that enables it to off er innovative solutions. It aims to become a major operating
company in the mobile and stationary markets by off ering services that will pro-
vide recurring revenues.
The Bolloré Group has been involved in energy storage since the middle of the
20th century. Aft er becoming a producer of electrolytic papers, it developed pro-
duction lines in the 1970s for polypropylene fi lms used in the manufacture of
condensers. Today it is a global leader in that business. Familiarity with this sec-
tor and its manufacturing know-how, particularly in extrusion, allowed it to
develop a family of energy-storage devices: LMP® batteries and supercapacitors.
Blue Applications decided to integrate this family into the services it off ers to
market participants who want ideal solutions for managing clean energy in
mobile and stationary applications.
The markets in which Blue Solutions and Blue Applications are positioned are
growing rapidly and involve environmental challenges, particularly growing
urbanization requiring the development of clean transportation, an increase in
urban pollution (50% of deaths due to pollution in France are attributable to
pollution from traffi c – source: WHO, Health Eff ect of Transport-Related Pollution,
2005), public health (air pollution is responsible for over two million premature
deaths per year – source: WHO press release of September 26, 2011) and energy
transition. Blue Applications has a unique position as a supplier of integrated,
“smart” or “communicating” solutions. It has proven with the Autolib’ car-sharing
system its ability to supply a complete service using batteries developed and
made by Blue Solutions and solutions that it has developed itself (cars, onboard
soft ware, charging infrastructures, data processing and communications). The
technologies it has developed, particularly in storage, are the product of many
years of research and development and are protected by patents and licenses as
well as unique art and know-how that constitute, in the view of Blue Solutions,
high barriers to entry.
MOBILITY APPLICATIONS
Blue Applications has developed a family of products and applications that use
its high-performance batteries: electric cars (Bluecar®), electric buses (Bluebus),
and car-sharing applications for towns and companies. The success of Autolib’,
the world’s fi rst fl exible drop-off all-electric car-sharing service, has recently led
to the signing of contracts in Lyon and Bordeaux in 2013 and Indianapolis, Turin,
London, Los Angeles and Singapore. These marketing and technological suc-
cesses have made it a global leader in large-scale flexible drop-off electric
car-sharing, so that it can now duplicate this recognized model in major cities
throughout the world. Such expansion will educate the public about driving
electric vehicles, which should help broaden demand. Blue Applications, with
both the Bluecar® and this diverse background, possesses a major competitive
advantage and plans to play a leading role in this fast-growing market. In addi-
tion, by jointly off ering public (buses and tramways) and individual transporta-
tion (cars), Blue Applications can develop the clean urban transportation markets
that all cities are actively looking for. Blue Solutions, drawing on Blue
Applications, has established an organization able to respond globally to these
demands and is ready to invest what it takes to take its place as a global leader.
Blue Solutions and Blue Applications are also positioned in the electric car mar-
ket for individuals and local authorities with a vehicle tested and proven by the
highly demanding experience of urban car-sharing. The development of this
market could be imagined in time to include agreements signed with car
makers.
Clean waterway transportation, the development of protected marine areas,
water shuttles and pollution cleanup boats are also emerging markets where
Blue Solutions, together with Blue Applications, has been developing expertise
using its transportation solutions: batteries and power trains.
Finally, Blue Applications is also focused on developing onboard applications
around supercapacitors by developing light tramways based on this technology.
Blue Solutions’ know-how in the production of high power supercapacitors and
the design of large-size packs for transportation applications give it a distinct
competitive advantage on this technology.
In September 2014, Renault and the Bolloré Group signed a partnership to
develop the electric vehicle.
In June 2015, PSA Peugeot Citroën signed a strategic partnership agreement.
Under the terms of this partnership, PSA will include LMP® batteries in its new
E-Mehari electric vehicles.
RATP (Régie autonome des transports parisiens) announced its decision to retain
Bluebus as part of the migration of its network of thermal buses. In May 2016,
the fi rst 12-meter bus was offi cially integrated into RATP’s fi rst completely elec-
tric line (and 100% Bluebus), line 341.
STATIONARY APPLICATIONS
Blue Solutions and Blue Applications wish to use the technologies they have
developed to target new, high-growth opportunities in stationary applications.
Grid security, integrating renewable energies and energy access in off -grid areas
are in fact keenly felt and growing needs that call for smart energy. Blue Solutions
and Blue Applications are putting together an organization to serve all these
promising markets by exploiting proprietary technologies and their ability to
integrate them.
In developing solutions, Blue Applications’ goal is to respond to the need to build
storage systems of varying scale. This scale ranges from mass storage to safe-
guard the grid’s stability to widespread storage for localized use of solar power. It
has mastered the extensive technology designed to meet numerous require-
ments while creating economic value in the process. In this way the breadth of
the product off ering meets the objectives of electricity storage: self-suffi ciency
(for the user) and fl exibility (for the grid), along with safety and stability.
Electricity storage is a vital tool in the “smart” management of electricity fl ows.
Experience in this area means that Blue Solutions and Blue Applications can
position themselves as operators managing energy production (e.g. via joint
ventures such as the one with Sunpower), distribution and smart energy
management.
Furthermore, the Bolloré Group’s worldwide presence, and especially in Africa,
will permit rapid development of its stationary solutions.
44 BLUE SOLUTIONS
7. Organizational chart
6.5. OPERATIONAL ORGANIZATION OF BLUE SOLUTIONS AND BLUE APPLICATIONS
Vincent Bolloré
Chairman
Gilles Alix
Chief Executive Officer
Finance HR Legal
Communications
Manufacturing
Department
IT and Innovation
Department
Executive management
Mobility
Executive management
Stationary
Didier Marginèdes
Vice-Chairman
7. Organizational chart
7.1. BLUE SOLUTIONS
7.1.1. SIMPLIFIED ORGANIZATIONAL CHART OF BLUE SOLUTIONS
The diagram below shows the Blue Solutions’ simplifi ed organizational chart at
December 31, 2016. The percentages of shareholdings indicated below do not
mention the identity of minority shareholders.
Bolloré ParticipationsBolloré
Blue Solutions
Canada
Blue Solutions
Cirtem
Public
17.80%
33.74%
11%
71.20%
100%
Capacitor Sciences
Incorparated
100%
7.1.2. PRESENTATION OF THE COMPANY
The company is a company (société anonyme) incorporated under French
law. The amount of its share capital is 144,191,580 euros, distributed into
28,838,316 shares each with a par value of 5 euros. Its registered offi ce is located
at Odet, in Ergué-Gabéric (29500). It is recorded in the Quimper Register of
Commerce and Companies under number 421 090 051.
The company’s activities are described in chapter 6 – “Business overview” of this
document and the activities of its subsidiaries and shareholdings are described
in section 7.1.3 below. The company holds the key intellectual property rights
necessary for the manufacture and sale of LMP® batteries. It also fi nances Blue
Solutions Canada via a current account agreement.
7.1.3. PRESENTATION OF THE COMPANY’S MAIN SUBSIDIARIES AND SHAREHOLDINGS
Blue Solutions Canada
Blue Solutions Canada, or Solutions Bleues Canada Inc. (formerly Bathium
Canada Inc.) is a Canadian company. The amount of its share capital is
36,817,800 Canadian dollars, distributed into 36,817,800 shares with no par
value. Its registered office is located at 1560, rue de Colomb in Boucherville,
Montreal, Quebec. It is recorded in the Quebec Business Register under num-
ber 1164210966 NEQ.
Blue Solutions Canada’s share capital is fully held by the company.
Blue Solutions Canada’s corporate purpose is the manufacture, sale and mainte-
nance of batteries and supercapacitors, mainly sold in France to Blue
Applications but intended to serve the North American market within Blue
Solutions’ international development strategy.
Jean-Marc Métais is Chairman of the Board of Directors and a director of Blue
Solutions Canada.
Capacitor Sciences
In 2016, Blue Solutions Canada acquired Capacitor Sciences Incorporated, an
American company. Its registered office is located at 2711 Centerville Road,
19808 Wilmington, Delaware, United States.
Capacitor Sciences Incorporated is an innovative start-up that specializes in the
study and research of new energy storage molecules.
This acquisition will enable Blue Solutions to introduce the innovations devel-
oped by Capacitor Sciences Incorporated into the design and industrialization of
its electricity storage products (lithium metal polymer batteries and supercapac-
itors) in order to significantly improve performance (density, cyclability and
charge speed).
Cirtem
Cirtem is a company (société anonyme) incorporated under French law. The
amount of its share capital is 358,375 euros, distributed into 23,500 shares each
with a par value of 15.25 euros. Its registered office is at 1389, L’Occitane in
Labège (31670). It is recorded in the Toulouse Register of Commerce and
Companies under number 348 011 024.
Cirtem is a company specialized in high-power electronics and its main activity is
engineering in the electrotechnical and industrial electronics fi eld. The company
has partnered with Cirtem to develop electrical energy conversion devices asso-
ciated with storage devices for batteries and supercapacitors.
Blue Solutions holds 33.74% of the share capital of Cirtem, the remaining shares
being held by individuals and the company Financière Saubion, a limited liability
company with a mainly fi nancial activity.
45REGISTRATION DOCUMENT 2016
7. Organizational chart
7.2. BLUE APPLICATIONS
The company is the recipient of seven purchase options on each of the companies of Blue Applications, under the conditions described in section 22.1.1 of this doc-
ument. Information on the turnover, the operating income and, if applicable, the operating income of the companies of Blue Applications appear in section 3.2 of this
document.
7.2.1. SIMPLIFIED ORGANIZATIONAL CHART OF BLUE APPLICATIONS
The diagram below shows the Blue Applications’ simplifi ed organizational chart as of March 1, 2017. The percentages of shareholdings indicated below do not mention
the identity of minority shareholders.
BolloréCompagnie du Cambodge
Société Industrielle et Financière de l’Artois
IER Group
Bluetorino Srl.Italy
Blueroma Srl.Italy
Bluecar Bluetram
64.37% in share capital (1)
77.88% of voting rights at General Meeting
98.92% in share capital (1)
98.98% of voting rights at General Meeting
47.59%
52.41% 100% 100%
95.74% in share capital (1)
95.98% of voting rights at General Meeting
Autolib’
100%
BluecarItaly
Bluecar
East Asia Pte Ltd(Singapore)
100%(2) 100%
Bluestation
100%
Bluecarsharing
100%
Bluely Blucub
95%(8) 100% 100%
Bluealliance
50.99%(7) 100%(6) 100%(6)
Bluelib
100%
Bluecar SG Pte Ltd(Singapore)
100%
Bluecity (UK) Ltd
100%
Blue Venture Services Ltd
100% 100% 50%(9)
Blueindy LLCBlueLA
Carsharing LLC
100%
BlueShare Inc. MCJV
Blue-mobility(Cambodia)
BlueElec
99.98%(3) 50%(5)
50%(4)100% 100%
100%
BlueLA Inc.(USA)
Bluesun BlueProject
BlueCongo
Bluebus
100%
Blueboat
100%
Bluestorage
100%
Polyconseil
100%
Bolloré Participations
BluePointLondon
Indestat
AutomaticSystems
Point
100%
100%
100%(1)
(1) Direct and indirect for all companies.
(2) 99% held by Bluecar and 1% by Bolloré.
(3) 0.02% held by Bluecarsharing.
(4) 50% held by Total Énergie Développement.
(5) 50% held by Qatar Holding LLC.
(6) 99.98% held by Bluecarsharing and 0.02% by Bluestorage.
(7) 50.99% held by Bluecarsharing, 25% by Renault and 24% by Automobiles Citroën.
(8) 95% held by Bluealliance and 5% by CNR.
(9) 50% held by Peugeot Automobiles Citroën SA.
7.2.2. PRESENTATION OF THE COMPANIES COMPRISING BLUE APPLICATIONS
Bluecar
Bluecar is a sole proprietor simplifi ed joint stock company incorporated under
French law. The amount of its share capital is 166,488,994.68 euros, distributed
into 2,004,000 shares each with no par value. Its registered offi ce is located at
31-32, quai de Dion-Bouton, in Puteaux (92800). It is registered in the Nanterre
Register of Commerce and Companies under number 502 466 931.
Bluecar’s activities are described in section 6.3.1.1 of this document. Bluecar has
two subsidiaries, Bluecar Italy and Bluecar East Asia Pte Ltd (Singapore).
• Bluecar Italy SRL
Bluecar Italy is a limited liability company incorporated under Italian law. The
amount of its share capital is 50,000 euros and its registered offi ce is located at
54 Foro Buonaparte, Studio Legale Padovan, 20121 Milan.
• Bluecar East Asia Pte Ltd
Bluecar East Asia Pte Ltd was created on June 24, 2016. Its registered offi ce is
located at 120, Lower Delta Road, 169208 Singapore.
Société Autolib’
Société Autolib’ is a simplifi ed joint stock company incorporated under French
law. The amount of its share capital is 40,040,000 euros, distributed into
2,502,500 shares each with a par value of 16 euros. Its registered offi ce is located
at 23, rue du Professeur-Pauchet, in Vaucresson (92420). It is registered in the
Nanterre Register of Commerce and Companies under number 493 093 256.
Autolib’s activities are described in section 6.3.1.2 of this document.
Bluecarsharing and its subsidiaries (Bluealliance, Bluetorino,
Blueroma, BlueLib, Bluecity UK Ltd, BlueShare Inc., MCJV,
Blue Venture Services Ltd, Blue SG Pte Ltd)
Bluecarsharing is a simplifi ed joint stock company incorporated under French
law. The amount of its share capital is 10,000 euros, distributed into 1,000 shares
each with a par value of 10 euros. Its registered offi ce is located at 23, rue du
Professeur-Pauchet, in Vaucresson (92420). It is registered in the Nanterre
Register of Commerce and Companies under number 528 872 625.
Bluecarsharing’s activities are described in section 6.3.1.2 of this document.
Bluecarsharing has several subsidiaries:
• Bluealliance is a simplifi ed joint stock company incorporated under French
law. The amount of its share capital is 6,440,000 euros, distributed into
402,500 shares each with a value of 16 euros. Its registered offi ce is located at
31-32, quai de Dion-Bouton, in Puteaux (92800). It is registered in the Nanterre
Register of Commerce and Companies under number 501 407 233. The capital
of Bluealliance is 51% held by Bluecarsharing, and the remainder is held 25%
by Renault and 24% by Automobiles Citroën.
Bluealliance has two subsidiaries, Bluecub and Bluely.
46 BLUE SOLUTIONS
7. Organizational chart
– Bluecub is a simplifi ed joint stock company incorporated under French law.
The amount of its share capital is 5,010,000 euros, distributed into
501,000 shares each with a par value of 10 euros. Its registered offi ce is located
at 23, rue du Professeur-Pauchet, in Vaucresson (92420). It is registered in the
Nanterre Register of Commerce and Companies under number 538 446 543.
– Bluely is a simplifi ed joint stock company incorporated under French law. The
amount of its share capital is 5,000,000 euros, distributed into 500,000 shares
each with a par value of 10 euros. Its registered offi ce is located at 23, rue du
Professeur-Pauchet, in Vaucresson (92420). It is registered in the Nanterre
Register of Commerce and Companies under number 538 446 451.
• Bluetorino is an Italian company. The amount of its share capital is
50,000 euros, distributed into 5,000 shares each with a par value of 10 euros.
Its registered offi ce is located at 9 bis Corso Re Umberto, Turin.
• Blueroma is an Italian company. The amount of its share capital is
50,000 euros, distributed into 5,000 shares each with a par value of 10 euros.
Its registered offi ce is in Milan, at 54 Foro Buonaparte.
• Bluelib is a simplifi ed joint stock company incorporated under French law. The
amount of its share capital is 1,000,000 euros, distributed into 100,000 shares
each with a par value of 10 euros. Its registered offi ce is located at 23, rue du
Professeur-Pauchet, in Vaucresson (92420). It is registered in the Nanterre
Register of Commerce and Companies under number 814 649 513.
• Bluecity (UK), “Private limited Company” was incorporated on January 2, 2015.
Its registered offi ce is located at 5 Cavendish Square, London. It is registered
with Companies House under number 9371958.
• BlueShare Inc. (New York) was incorporated on March 21, 2014. Its registered
office is located at National Corporate Research Ltd, 10 East, 40th Street,
10th Floor, New York. It is registered under number 4548807.
BlueShare Inc. holds 100% of the share capital of BlueIndy LLC, which was
incorporated on March 18, 2014. Its registered offi ce is located at 5505 W 74th
Street, Indianapolis, IN 46282, and it is registered under number 2014031800181.
Its share capital amounts to 100 US dollars.
BlueShare Inc. holds 100% of the share capital of BlueLA Carsharing LLC,
which was incorporated on February 11, 2016. Its registered offi ce is located at
2710 Gateway Oaks Drive, Suite 150 N, Sacramento, CA 95833-3505. Its share
capital amounts to 100 US dollars.
• MCJV was registered on December 26, 2016. The amount of its share capital is
30,000 euros, distributed into 3,000 shares each with a value of 10 euros. Its
registered offi ce is located at 31-32, quai de Dion-Bouton in Puteaux (92800). It
is registered in the Nanterre Register of Commerce and Companies under
number 824 520 936. Bluecarsharing and Peugeot Automobiles Citroën SA
each hold 50% of the share capital of MCJV.
• Blue Venture Services Ltd was incorporated on December 1, 2016. Its registered
offi ce is located at 5 Cavendish Square, W1 G OPG London, United Kingdom.
• Blue SG Pte Ltd (Singapore) was incorporated on June 24, 2016. Its registered
offi ce is located at 120, Lower Delta Road.
Bluebus
Bluebus is a French public limited company with a Board of Directors. The
amount of its share capital is 5,446,723 euros, distributed into 5,446,723 shares,
each with a par value of 1 euro. Its registered offi ce is located at Odet, in Ergué-
Gabéric (29500). It is recorded in the Quimper Register of Commerce and
Companies under number 501 161 798.
Bluebus wholly owns Bluestation, which is a sole proprietor simplified joint
stock company incorporated under French law. The amount of its share capital is
1,001,000 euros, distributed into 100,100 shares each with a par value of
10 euros. Its registered office is located at 23, rue du Professeur-Pauchet, in
Vaucresson (92420). It is registered in the Nanterre Register of Commerce and
Companies under number 795 208 552.
Bluebus’ activities are described in section 6.3.1.1.
Polyconseil
Polyconseil is a sole proprietor simplified joint stock company incorporated
under French law. The amount of its share capital is 155,736 euros, distributed
into 51,912,000 shares, each with a par value of 0.003 euros. Its registered offi ce
is located at 26, rue de Berri, in Paris (75008). It is recorded in the Paris Register
of Commerce and Companies under number 352 855 993.
Polyconseil’s activities are described in section 6.3.3.2.
Blueboat
Blueboat is a sole proprietor simplifi ed joint stock company incorporated under
French law. The amount of its share capital is 245,000 euros, distributed into
1,000 shares each with a par value of 245 euros. Its registered offi ce is located at
Odet, in Ergué-Gabéric (29500). It is recorded in the Quimper Register of
Commerce and Companies under number 528 825 888.
Blueboat’s activities are described in section 6.3.1.3.
Bluestorage and its subsidiaries (Blue-mobility, BlueElec, Blue
LA Inc., Bluesun and BlueProject)
Bluestorage is a sole proprietor simplifi ed joint stock company incorporated
under French law. The amount of its share capital is 36,325,000 euros, distrib-
uted into 2,500 shares each with a par value of 14,530 euros. Its registered offi ce
is located at Odet, in Ergué-Gabéric (29500). It is recorded in the Quimper
Register of Commerce and Companies under number 443 918 818.
Bluestorage has several subsidiaries:
• Blue-mobility is a Cambodian company. The amount of its share capital is
20,000,000 riels, distributed into 5,000 shares each of 4,000 riels. Its registered
offi ce is located in Cambodia, in Treang Village, Sangkat Slorkram, Siem Reap,
Siem Reap Province.
• BlueElec is a sole proprietor simplified joint stock company incorporated
under French law, wholly owned by Bluestorage. The amount of its share capital
is 10,000,000 euros, distributed into 625,000 shares each with a par value of
16 euros. Its registered offi ce is located at 23, rue du Professeur-Pauchet, in
Vaucresson (92420). It is registered in the Nanterre Register of Commerce and
Companies under number 519 136 816.
• Blue LA Inc. is a US company wholly owned by Bluestorage. The amount of its
share capital is 1,000,000 US dollars, distributed into 100 shares each of
10,000 US dollars. Its registered office is located at 2049 Century Park East,
Suite 3200, in Los Angeles.
• Bluesun is a simplifi ed joint stock company incorporated under French law,
held in equal shares by Bluestorage and Total Énergie Développement. The
amount of its share capital is 1,010,000 euros, distributed into 101,000 shares
each with a par value of 10 euros. Its registered offi ce is located at 31-32, quai
de Dion-Bouton, in Puteaux (92800). It is registered in the Nanterre Register of
Commerce and Companies under number 538 446 493.
• Blue Project is a French company with a share capital of 18,060,321.48 euros,
distributed into 1,806,032,148 shares each of 0.01 euro, held in equal shares by
Bluestorage and Qatar Holding LLC. Its registered office is at 31-32, quai de
Dion-Bouton in Puteaux (92800). It is registered in the Nanterre Register of
Commerce and Companies under number 813 139 334.
Blue Project has one subsidiary, BlueCongo.
– Blue Congo, a Congolese company with a share capital of 6,500,000,000 XAF,
distributed into 650,000 shares of an amount of 10,000 CFA francs. Its regis-
tered offi ce is on avenue de Loango, in Pointe-Noire, Congo.
The activities of Bluestorage, Blue-mobility, BlueElec, Blue LA Inc., Bluesun and
Blue Project are described in section 6.3.2.
Bluetram
Bluetram is a simplifi ed joint stock company incorporated under French law. The
amount of its share capital is 1,435,000 euros, distributed into 2,500 shares each
with a par value of 574 euros. Its registered offi ce is located at 31-32, quai de
Dion-Bouton, in Puteaux (92800). It is registered in the Nanterre Register of
Commerce and Companies under number 519 139 273.
Bluetram’s activities are described in section 6.3.1.1.
IER and its subsidiaries
IER is a simplified joint stock company incorporated under French law. The
amount of its share capital is 4,104,585 euros, distributed into 1,641,834 shares
each with a par value of 2.5 euros. Its registered office is located at 3, rue
Salomon-de-Rothschild, in Suresnes (92150). It is registered in the Nanterre
Register of Commerce and Companies under number 622 050 318.
IER directly owns the following companies: IER Inc. (United States), IER Pte Ltd
(Singapore), IER Impresoras Especializadas SA (Spain), IER GmbH (Germany),
Automatic Systems Belgium SA (Belgium), BluePointLondon Ltd (UK) and 100% of
the share capital of Indestat (France).
Automatic Systems Belgium SA holds, directly or indirectly, the following compa-
nies: Automatic Systems SA (France), Automatic Systems Equipment Ltd (UK),
Automatic Systems Española SA (Spain), Automatic Systems America Inc.
(Canada), Automatic Control Systems Inc. (United States) and Suzhou Automatic
Systems Entrance Control Co. Ltd (China).
IER’s activities are described in section 6.3.3.1.
47REGISTRATION DOCUMENT 2016
8. Property, plants and equipment
8. Property, plants and equipment
8.1. SIGNIFICANT EXISTING OR PLANNED TANGIBLE
ASSETS
8.1.1. BLUE SOLUTIONS
Blue Solutions owns its two battery and supercapacitor production sites, located
at Ergué-Gabéric (Finistère) and Boucherville (Quebec). These two sites are cur-
rently being developed. The production capacity, which is currently 350 MWh a
year will be gradually increased in forthcoming years based on market
requirements.
The gross value of tangible assets was 196 million euros at December 31, 2016
(101 million euros in net value), compared to 183 million euros at December 31,
2015 (101 million euros in net value). A summary of the Group’s tangible assets
and the related expenses (impairment and amortization) is provided in notes 6.1
and 5.4 in the notes to the consolidated fi nancial statements (section 20.3).
In addition, the various measures taken by the company to reduce the impact of
its business activities on the environment, primarily in relation to its premises,
plant and facilities are described in the following paragraph under section 17.1,
while the industrial and environmental hazards are described in section 4.2.
8.2. EQUIPMENT
Blue Solutions owned all its equipment on December 31, 2016. The equipment
dedicated to the “batteries” activities are mainly composed of:
• manufacturing and testing equipment for prototype fi lm and components;
• manufacturing equipment for various fi lms mainly comprising extrusion lines
for each film: cathode, electrolyte and anode which make up the battery
composition;
• automated assembly line equipment for the manufacture of unit components
and modules as well as the integration equipment for packs;
• control and test bench equipment for fi lms, modules and packs. This battery
production equipment is installed at the Ergué-Gabéric site as well as the
Boucherville site. At the end of 2016, the equipment installed enabled the
production of 10,000 batteries, equivalent to 35 kWh per year. For the superca-
pacitors activity, the company is also the owner, on the Odet site, of the manu-
facturing equipment comprising extrusion lines for manufacturing electrodes,
winding lines and impregnation and welding equipment for the components.
Moreover, the company owns the equipment necessary for the manufacture of
modules as well as the test control means for the module components.
Capacitor Sciences rents its premises in Palo Alto (United States).
8.3. ENVIRONMENT AND SUSTAINABLE DEVELOPMENT
8.3.1. RISK MANAGEMENT AND COMPLIANCE WITH THE REGULATIONS APPLICABLE TO BLUE SOLUTIONS CONCERNING THE ENVIRONMENT, HEALTH AND SAFETY
The risk factors arising from the application of the regulations concerning the
environment, health and safety are described in chapter 4 – Risk factors of this
document.
Classified installations
The company’s production site located in Ergué-Gabéric, in Finistère, is subject to
the environmental regulations on installations classifi ed for the protection of the
environment. Under French law, “installations classifi ed for the protection of the
environment” (or ICPE) are activities or equipment likely to present hazards or be
detrimental to the interests protected by article L. 511-1 of the French
Environmental Code, in particular the convenience of the neighborhood, health,
environmental protection or the effi cient use of energy. Based on the potential
danger to these interests to be protected, setting up an ICPE is subject to a dec-
laration, registration or authorization procedure. Taking into account the activi-
ties operated there, the Ergué-Gabéric site is an ICPE subject to authorization.
The operator of an ICPE is required to comply with the environmental regulations
and with the technical specifi cations laid down by the prefect. Changes in such
regulations and the specifi cations applicable to a given site may require invest-
ment expenses to bring certain production processes into compliance (even
going so far as changing them) or render it impossible to use certain techniques
or substances. Upon cessation of the activities on a site subject to ICPE regula-
tions, the fi nal operator must restore the site, which can include costly cleanup
operations. The level of restoration depends in particular on the future use of the
site. This obligation shall persist for thirty years after the notification of final
cessation of the ICPE’s activities, during which period the prefect may order
additional restoration measures. In addition, in application of article L. 512-17 of
the French Environmental Code, the parent company of the operator at fault may,
in certain conditions, have to cover all or part of the financial costs for such
restoration.
The waste from the industrial processes implemented by Blue Solutions is sub-
ject to source reduction, sorting, recycling and specifi c processing for hazardous
waste. In accordance with the regulations, Blue Solutions utilizes specialist
companies for waste processing.
Regulations concerning batteries and accumulators
European Directive no. 2006/66/EC of September 6, 2006 concerning batteries
and accumulators as well as the waste from batteries and accumulators (modi-
fi ed) prohibits batteries and accumulators containing substances considered
hazardous from being sold and contains specifi c rules for the collection, process-
ing, recycling and elimination of waste from batteries and accumulators. It
imposes a “responsibility extended to producers” regime on batteries and accu-
mulators, rendering the producers, distributors or persons who sell such prod-
ucts responsible for their end-of-life treatment.
These provisions have been transposed into French law and currently appear in
articles R. 543-124 et seq. of the French Environmental Code. The regulations
distinguish automotive batteries and accumulators from industrial batteries and
accumulators and portable batteries and accumulators.
Producers of batteries and accumulators must be registered on a registry kept by
the Agence de l’environnement et de la maîtrise de l’énergie (ADEME). The com-
pany is registered as a producer of industrial batteries and accumulators.
To that eff ect, the company is required to remove or have removed and to treat
or have treated the battery waste which must be collected separately by distrib-
utors under their obligation to return used batteries, or by the local authorities
responsible for the waste collection. Fines will be given for non-compliance with
these obligations. The regulation deems that the removal and treatment of waste
can be undertaken either by an approved environmental organization fi nanced
by the producers or by setting up an individual system that must be approved by
the authorities. In this case, Blue Solutions is in negotiations with service provid-
ers to fi nalize the setting up of a system of removal and treatment of used bat-
teries. The volume of industrial batteries for which Blue Solutions is responsible
is, however, relatively low. Automotive batteries used in vehicles are the respon-
sibility of the automotive manufacturer and not Blue Solutions.
Regulations in respect of electrical and electronic equipment
and their waste
Certain of Blue Applications’ products (electronic cards in the batteries) as well as
Blue Solutions’ products are subject to the regulations on electrical and elec-
tronic equipment and their waste. These regulations come from Directive
no. 2002/95/EC of the European Parliament and the Council of January 27, 2003
concerning the limits on the use of certain hazardous substances in electric and
electronic equipment (called the “RoHS I” directive) and Directive no. 2002/96/EC
of the European Parliament and the Council of January 27, 2003 concerning
electrical and electronic equipment waste, called the “EEEW” directive. Their
provisions were transposed into French law in articles L. 541-10-2 and R. 543-
172 to R. 543-206 of the French Environmental Code and have been applicable in
France since January 1, 2006. Fines will be given for non-compliance with these
obligations.
48 BLUE SOLUTIONS
8. Property, plants and equipment
Please note that the RoHS directive was rewritten by Directive no. 2011/65/EU of
the European Parliament and the Council of June 8, 2011. The RoHS I directive
was replaced by the RoHS II directive as of January 3, 2013. These provisions were
transposed into French law by Decree no. 2013-928 of November 6, 2013. A draft
transposition decree is also being fi nalized as of the date of this document. For
electrical and electronic equipment waste, the European regulations are being
redraft ed under Directive no. 2012/19/EU of the European Parliament and the
Council of July 4, 2012 (EEEW II). These were transposed into French law in
Decree no. 2014-928 of August 19, 2014.
In application of the RoHS regulation, the manufacturers of electrical and elec-
tronic equipment must eliminate certain hazardous substances from their
products, in particular lead, mercury, cadmium, hexavalent chromium, polybro-
minated biphenyls (PBB) or polybrominated diphenyl ethers (PBDE). The RoHS II
directive contains a tolerance threshold for each of these substances as well as a
system of exemption applicable to certain equipment. The manufacturers must
also prepare technical documentation and affi x a label on equipment that they
manufacture.
Concerning electrical and electronic equipment waste, the EEEW directive
imposes a regime on the same type of “responsibility extended to producers” as
the one described above for used batteries and accumulators. The producers of
electrical and electronic equipment are thus subject to obligations to take back,
collect, treat and recycle in order to reach the quantified targets that will be
increased by the EEEW II directive. To that eff ect, Blue Solutions has set up an
individual electronic waste treatment system.
REACH regulations on chemical substances
As a manufacturer of articles that may contain chemical substances, Blue
Solutions is subject to Regulation no. 1907/2006 of the European Parliament and
the Council of December 18, 2006, called the “REACH” regulation pertaining to
the registration, evaluation and authorization of chemical substances as well as
the restrictions applicable to such substances. In application of this regulation
and its status as an importer, Blue Solutions has an obligation to register chemi-
cal substances that it uses and to inform its clients about the substances that are
particularly hazardous and which the battery may contain.
Impact of the environmental regulations
On September 29, 2014, the Council of the European Union adopted the directive
on the implementation of a minimal number of infrastructures for alternative
fuels. This directive, which should be transposed in each Member State within
two years, obliges the States to set targets for recharging terminals accessible to
the public to be built by 2020. The directive imposes the use of a common con-
nection throughout the European Union. The implementation of a network
comprising a sufficient number of recharging and supply points is deemed
essential to change mentalities and incite consumers to opt for vehicles that use
clean technologies.
Environmental regulations applicable to the Boucherville site in
Quebec
The Boucherville production site, located near Montreal in Quebec, has several
authorizations issued by the Minister of Sustainable Development, the
Environment, Fauna and Parks. These authorizations are granted in application
of the applicable environmental regulations, in particular the law on the quality
of the environment, codifi ed in the Consolidation of the Laws and Regulations of
Quebec in chapter Q-2 (LRQ, chapter Q-2). This requires persons intending to
exercise an activity or to use an industrial process “when it is likely to result in an
emission, deposit, release or rejection of contaminants into the environment or
a change in the quality of the environment” to obtain a certifi cate of authoriza-
tion issued by the Minister in charge of the Environment.
The Boucherville site thus has several authorizations for its diff erent activities, as
follows:
• a certifi cate of authorization for the use of a bifacial cathode coating process;
• a certifi cate of authorization for the construction and use of an LMP® manufac-
turing factory;
• a certifi cate of authorization to increase the maximum production capacity;
• a certifi cate of authorization for the water treatment system.
All these authorizations were initially issued to Avestor, and were subject to an
authorization of sale, as provided for by article 24 of the law on the quality of the
environment, to Bathium (now Blue Solutions Canada) upon the buyout of
Avestor’s assets in 2007. They set out the conditions for use of the activity that
they cover, in particular emissions and waste, the processing of residual hazard-
ous materials and the determination of risks of pollution of the ground and
groundwater. Besides the law on the quality of the environment, these authoriza-
tions require the compliance with other environmental regulations, in particular
the regulation on the quality of the atmosphere (RQA), for example concerning
volatile organic compound (VOC) waste and the regulation on hazardous materi-
als (RMD) concerning the management and storage of hazardous materials.
8.3.2. ENVIRONMENTAL CONSEQUENCES OF BLUE SOLUTIONS’ ACTIVITY
Blue Solutions considers that its activity has little negative impact on the envi-
ronment. During the production process for LMP® technology, the materials used
may interact with water in the air and lead to undesirable chemical reactions
that may adversely aff ect the proper performance of the batteries. The level of
humidity must therefore be controlled and maintained at an extremely low level.
The recently built Ergué-Gabéric site takes into consideration this constraint,
with a production area specially equipped with anhydrous rooms. It also provides
the premises and equipment necessary for the diff erent tests that must be con-
ducted on the products manufactured. Among the diff erent industrial solutions
that can be used to produce ultra-thin films, Blue Solutions has selected the
extrusion manufacturing process, thus building on the expertise of the Bolloré
Group.
This production method presents several signifi cant advantages. First of all, it is
a clean process that does not require the use of pollutants, thus protecting
operators and the environment. Skilled mastery of the extrusion process permits
a high level of reproducibility in the quality of the fi lms produced, which, taking
into account the dimensions considered (a few microns), is technically challeng-
ing. Finally, it is a competitive industrial solution since it makes it possible to
attain high production yields.
For both economic and environmental reasons, the recycling of products manu-
factured by Blue Solutions has been considered from the very start. Through a
research and development program in part supported by the European
Community, a recycling process was studied. It should make it possible to recover
a large part of the lithium metal, vanadium oxide, and lithium salts.
The recycling process for LMP® batteries and supercapacitors is described in
sections 6.2.2.1 and 6.2.2.2 of this document.
49REGISTRATION DOCUMENT 2016
9. Financial and operating income review
9. Financial and operating income review
9.1. FINANCIAL SITUATION
2016 TURNOVER
Turnover for the 2016 fi scal year reached 109.3 million euros, representing a 10% decrease compared with 2015 (121.9 million euros). During the 2016 fi scal year, Blue
Solutions sold 2,460 batteries, compared to 2,849 at the end of December 2015 (–14%).
The sustained level of business with Bluebus was not enough to off set the decline in sales for stationary applications. Sales to Bluecar, which declined marginally, were
supported by battery deliveries to E-Mehari; deliveries for car-sharing fell due to the longer useful life of batteries installed in vehicles in service.
(in millions of euros) December 31, 2016 December 31, 2015 Change
Turnover 109 122 –10%
EBITDA 18 22 –15%
Operating income (0.4) 3 –
Operating margin (in %) –0.4% 2.5% –
Financial income 1.7 (2.9) NA
Net income (0.1) 0 NA
NET INCOME GROUP SHARE (0.1) 0
Shareholders’ equity, Group share 138 136 3
Net debt 22 19 (3)
Gearing (in %)(1) 16% 14% –
(1) Gearing ratio = Net debt to shareholder equity.
SEPARATE FINANCIAL STATEMENTS
Net income for the year reported a profi t of 7,897 thousand euros.
9.2. EBITDA AND OPERATING INCOME
• EBITDA stands at 18 million euros, a decrease of 15% compared to 2015
(22 million euros).
• Net operating loss totaled –0.4 million euros (+3.2 million euros in 2015).
The decline in EBITDA and the net operating loss are due to:
• the fall in volumes, despite good management of the structural charges;
• the integration of Capacitor Sciences from September 21, 2016;
• continuing R&D eff orts.
Net income 2016 stable compared to 2015Consolidated net income stood at –0.1 million euros, compared with 0.02 million
euros in 2015. It mainly includes positive fi nancial income of 1.7 million euros
(compared to –2.9 million euros in 2015), due to a favorable foreign currency
result (+2.8 million euros, compared with –2.3 million euros in 2015) linked to
the re-evaluation of the Canadian dollar. However, a tax provision (0.9 million
euros) increases the tax charge for fi scal year 2016.
Shareholders’ equity: 138 million euros – net debt: 22 million eurosAt December 31, 2016: shareholders’ equity amounted to 138 million euros, for
net debt of 22 million euros. The ratio of net debt to shareholders’ equity was
16%, versus 14% at end-2015.
9.3. BOLLORÉ OFFER TO SHAREHOLDERS WHO WISH TO
SELL THEIR SHARES AT 17 EUROS
On March 23, 2017, the Board of Directors of Blue Solutions reviewed the compa-
ny’s position and outlook for the coming years. The storage of electricity in bat-
teries is now unanimously recognized as a significant segment. However,
competition is more important and Blue Solutions wants more time to develop
the benefi ts of its LMP® (Lithium Metal Polymer) technology. This technology has
achieved a number of commercial successes in mobility applications (Autolib’,
car-sharing projects in Singapore, London and Los Angeles, and electric buses)
and also off ers signifi cant prospects in stationary applications. As a result of the
simultaneous appearance of competitors in lithium-ion, with large volumes at
low prices, Blue Solutions must review the volumes and sale prices of its batter-
ies. This has led to the following positions:
Decision to not exercise the optionsIn this respect, acting on a proposal from the Chief Executive Offi cer and on the
basis of expert appraisal(1), the Board of Directors of Blue Solutions decided that
it would not exercise the call options held concerning Blue Applications until
their expiry, namely June 30, 2018, considering that it still required very signifi -
cant investment and that it was preferable to focus Blue Solutions’ eff orts on
improving its technology.
Negotiations to be held between Blue Solutions and BolloréThe Boards of Directors of Blue Solutions and Bolloré decided to work together
towards the following objectives:
• put in place a new option exercise window;
• review the terms and conditions of the battery supply contract as provided for
by the latter;
• agree a new contract to provide Blue Solutions with fi nancing from Bolloré, the
previous commitment having ended in June 2016.
(1) Thierry Bergeras was appointed by the Commercial Court of Paris on November 30, 2016 and submitted his report on March 17, 2017.
50 BLUE SOLUTIONS
10. Cash and share capital
The outcome of these negotiations will be announced in a joint press release by
Blue Solutions and Bolloré.
In this respect, Bolloré proposes the following transaction:
Bolloré off er to Blue Solutions shareholders at 17 eurosBolloré, which had listed Blue Solutions at year-end 2013 at 14.50 euros per
share, while remaining bullish on the outlook for LMP® technology, but wishing
to maintain a reasonable growth rate and to continue investing for the long term,
will offer shareholders looking to exit an initial opportunity to sell their Blue
Solutions shares at 17 euros per share. To this end, a proposed tender off er will
be fi led with the French Financial Markets Authority (AMF) before the end of the
fi rst half of 2017, once the aforementioned negotiations are complete and an
independent expert has been appointed to assess whether the off er price is fair.
Bolloré would like to make it clear at this point that it has no plans for a squeeze-
out following this off er.
Shareholders who decide not to accept this offer to remain invested in Blue
Solutions will have a second opportunity to exit following the publication of the
2019 fi nancial statements. In this respect, if the average Blue Solutions share
price over a reference period is below 17 euros, Bolloré will file a new public
off ering on the same price terms as the fi rst. Further details on this commitment
will be provided in the prospectus for the fi rst public off ering.
Three and a half years aft er the initial public off ering of 11% of the capital of Blue
Solutions, these various transactions aim to:
• give shareholders the option to sell their shares;
• allow shareholders who wish to continue to support Blue Solutions in its
investments to subsequently have an exit guarantee and still benefit from
potential increases in the share’s value in the future.
10. Cash and share capital
10.1. THE GROUP’S CASH FLOW
10.1.1. OVERVIEW
Financing for Blue Solutions is, if needed, entirely covered by the Bolloré Group via an open-ended cash management agreement which may be canceled at any time,
subject to six months’ advance notice.
10.1.2. CHANGES IN THE CASH FLOW SITUATION
The net cash fl ow for Blue Solutions was 12.5 million euros at December 31, 2016, versus 16.8 million euros at December 31, 2015. It decreased by 4.3 million euros
during the year ended December 31, 2016. It includes a debt on the current account with the Bolloré Group (cash management agreement) and cash available from
the bank accounts.
10.1.3. COMMENTS ON THE STATEMENT OF CASH FLOWS
For the year ended December 31(in thousands of euros) 2015 2016
Net cash fl ow from operating activities 18,288 19,204
Cash fl ow from capital expenditure (16,063) (23,574)
Net cash fl ow from fi nancing activities 59 50
Eff ect of exchange rate fl uctuations (78) 65
Net increase/(decrease) in cash and cash equivalents 2,206 (4,255)
Cash and cash equivalents at the beginning of the period 14,553 16,759
Cash and cash equivalents at the end of the period 16,759 12,504
Net cash flow from operating activities
The net cash flow from operating activities for Blue Solutions amounted to
19.2 million euros in 2016. Its movement is linked to changes in EBITDA and
working capital requirement.
Cash flow from capital expenditure
The cash flow from capital expenditure was –23.6 million euros in 2016 and
–16.1 million euros in 2015. These changes are primarily due to the expansion in
production capacity and the acquisition in 2016 of Capacitor Sciences Inc.
10.2. SOURCES OF FINANCING FOR BLUE SOLUTIONS
Blue Solutions places its surplus cash with the Bolloré Group under a cash
agreement.
The borrowing conditions applied are the average quarterly EONIA, as published
by the European Central Bank each business day, increased by 1.00%. The place-
ment conditions applied are the average quarterly EONIA, as published by the
European Central Bank each business day, increased by 0.50%.
As at December 31, 2016, the net cash position of Blue Solutions was 12.5 mil-
lion euros.
10.3. OFF-BALANCE SHEET COMMITMENTS
At December 31, 2016, the main off-balance sheet commitments for Blue
Solutions can be summarized as follows:
• commitments given within the framework of operational activities, in particular
firm investment commitments for increased capacities at the Brittany and
Canada factories;
• commitments received associated with operational activities, comprised of
guarantees granted by suppliers who received down-payments on orders.
51REGISTRATION DOCUMENT 2016
11. Research and development, patents and licenses
The table below shows the signifi cant off -balance sheet commitments for Blue Solutions at December 31, 2016.
(in thousands of euros) Under 1 year From 1 to 5 years More than 5 years Total
Firm investment commitments and other purchase commitments 8,452 0 0 8,452
TOTAL 8,452 0 0 8,452
These commitments concern contracts on the construction of factories in Brittany.
(in thousands of euros) Under 1 year From 1 to 5 years More than 5 years Total
Commitments received within the framework of operating activities 475 71 0 546
TOTAL 475 71 0 546
10.4. CONTRACTUAL OBLIGATIONS
See section 10.3 “Off-balance sheet commitments” of this registration
document.
10.5. RESTRICTION ON THE USE OF CAPITAL
Blue Solutions does not use bank loans. Its debt is thus not subject to any
fi nancial ratios.
11. Research and development, patents and licenses
11.1. RESEARCH AND DEVELOPMENT
11.1.1. THE R&D TEAMS
Blue Solutions’ R&D teams include over 100 people: engineers, researchers and
technicians specialized in electronics, electrical engineering, electrochemistry,
mechanical and thermal design, digital simulation, and manufacturing processes
and technologies.
Based in Brittany and Quebec, they also work in perfect harmony with the R&D
divisions of the Bolloré Group and the Blue Applications companies.
Blue Solutions also works with other scientists, including those in the public
sector, including the CNRS and CEA laboratories and engineering schools through
collaboration agreements with their research laboratories and with interns or
business dissertation candidates (CIFRE agreements). Research conducted in
collaboration with research organizations is aimed at pooling basic research
funding from public bodies and Blue Solutions development funding to fi nd new
materials or electrochemical material combinations to optimize the functioning
of batteries by lowering the operating temperature or increasing the cyclability.
The research concerning batteries continues to focus on improving elec-
tro-chemical components to increase battery life and operating safety, as well as
to reduce the operating temperature, while developments focus on improving
the reliability of the pack, lowering costs and increasing energy density. At Blue
Solutions Canada, eff orts have been mainly focused on developing a multipack
architecture, with an Energy Storage System of 100 kWh. A number of subjects
relating to the modules, electro-chemical components and the manufacturability
have been systematically analyzed in great depth in order to improve them.
In 2016, Blue Solutions acquired, through its Canadian subsidiary, the Californian
start-up Capacitor Sciences Inc., which develops new electro-chemical materials
that could revolutionize the energy capacity of the energy storage systems. This
company has fi led a number of patents on the use of these materials for very
diverse applications.
Regarding supercapacitors for 2016, research has continued to focus on identify-
ing technical solutions to signifi cantly increase the delivered energy, by evaluat-
ing new materials with greater capacities or which are more stable to increase
nominal voltage, through improvements to electrode manufacturing processes
or by researching more effi cient hybrid electrochemical processes. Developments
have primarily focused on the technical optimization of new modules designed
for the demanding transport, rail or stationary markets, including in particular
compliance with the new European standards in the fi re/smoke applications.
Finally, work continued on simplifying and optimizing existing product designs to
reduce manufacturing costs while retaining the robustness and reliability
demonstrated until now.
In 2016, Blue Solutions’ R&D expenditures amounted to 33.5 million euros, an
increase of 0.6% from 2015.
Blue Solutions’ R&D expenditure is as follows:
Blue Solutions
(in millions of euros) Delta 2016/2015 2016 2015 2014 2013 2012
Blue Solutions(1) (France and Canada) 0.6% 33.5 33.3 24.8 37.0 69.2
Capacitor Sciences 1.3
(1) Since 2012, R&D expenses and specifi c capital expenditure.
52 BLUE SOLUTIONS
11. Research and development, patents and licenses
Blue Applications’ R&D expenditure is as follows:
Blue Applications
(in millions of euros) Delta 2016/2015 2016 2015 2014 2013 2012
Bluecar 60.21% 77.7 48.5 37.8 15.3 48.9
Bluestorage –46.92% 15.5 29.2 17.2 5.1
Bluetram/Blueboat –76.39% 1.7 7.2 3.5 2.0
Bluebus 3.23% 25.6 24.8
IER –37.76% 8.9 14.3 10.2 5.4 5.1
Polyconseil 7.89% 8.2 7.6 8.8 7.2 0.3
TOTAL 4.56% 137.6 131.6 77.5 35.0 54.3
Blue Applications’ R&D expenditure stood at:
• 77.7 million euros at Bluecar, with the development of a new power train
architecture for a light utility vehicle and the Bluecar® Phase IV Great Series;
• 15.5 millions euros at Bluestorage for the development of the shelter for the
Canal Olympia venues in Africa and a new battery shelter for projects in MWh;
• 25.6 million euros at Bluebus, with the development of a 3-door Bluebus, a
charging system at the station by inverted pantograph and innovative electric
heating;
• 1.7 million euros at Bluetram, for the preparation of the Bluetram project in
response to the call for tenders for the city of Singapore.
The IER group continued its research in 2016 on new markets, while at the same
time developing new products in its core markets. 12.3 million euros spent on
R&D, including 2.9 million euros on car-sharing and onboard systems, 2.7 million
euros on terminals and printers, 1.7 million euros for system integration and
RFID, 0.3 million euros on parking applications and minutes, and 1.2 million
euros on transverse subjects.
The total for both perimeters amounts to:
(in millions of euros) Delta 2016/2015 2016 2015 2014 2013 2012
Blue Solutions(1) (France and Canada) 0.6% 33.5 33.3 24.8 37.0 69.2
Capacitor Sciences 1.3
Blue Applications 4.56% 137.6 131.6 77.5 35.0 54.3
TOTAL 4.55% 172.4 164.9 102.3 72.0 123.5
(1) Since 2012, R&D expenses and specifi c capital expenditure.
The total amount of R&D is 172.4 million euros, an increase of 4.55% from 2015.
11.1.2. KEY TECHNOLOGIES
LMP® batteries are a key technology for Blue Solutions, which has protected it
through numerous patents since research began. The complementary nature of
Blue Solutions Canada and Blue Solutions patents is a key advantage in LMP®
battery protection.
Blue Solutions’ batteries are used in all activities within the Blue Applications
scope: cars, buses, trams, shelters, smart grids, etc.
Another key Blue Solutions technology is the supercapacitor, which recharges
very quickly (in under two minutes) and is essential to Bluetrams operation.
In addition, there is the technology provided by CSI, the American company
acquired in 2016 (see above).
As regards car sharing, Bluecarsharing has exclusive expertise in the computer
system and technical skills to directly track thousands of vehicles in real time.
This know-how is protected by more than 30 patent families, which are currently
being extended abroad, and the copyright on the soft ware developed for that
purpose.
53REGISTRATION DOCUMENT 2016
11. Research and development, patents and licenses
11.2. INTELLECTUAL PROPERTY
11.2.1. IMPORTANCE OF PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS FOR BLUE SOLUTIONS
Blue Solutions’ industrial property includes important know-how protected by a portfolio of patents and trademarks. This includes:
Blue Solutions
Patents fi led in 2016 Full valid portfolio (all countries)
Total Of which in France 2016 2015 Delta 2016/2015
Blue Solutions 114 11 824 710 16.06%
Blue Solutions Canada 11 7(1) 579 508 13.98%
TOTAL 125 18 1,403 1,218 15.19%
(1) For Blue Solutions Canada, Canada saw the most registrations, and not France.
The portfolio increased by 15.19% overall, which includes extensions on new Blue Solutions patents. At the same time, the Blue Solutions Canada portfolio increased
by eight units.
Extensions of patents abroad take into account both the countries where competitors exist and countries where there are potential markets for products, which need
to be protected as a result.
Blue Applications scope
Patents fi led in 2016 Full valid portfolio (all countries)
Total Of which in France 2016 2015 Delta 2016/2015
IER 14 2 86 95 –9.47%
Bluecarsharing 12 0 95 83 14.46%
Bluecar 1 1 3 2 50.00%
Bluebus 37 3 61 24 154.17%
Bluetram 3 1 8 5 60.00%
TOTAL 67 7 253 209 21.05%
The current portfolio grew by 21.05% due to the protections required for Bluecarsharing and Bluebus. It should be noted that 24 patents were fi led for the design of
the 12-meter Bluebus developed in 2015.
The total for both perimeters amounts to
Patents fi led in 2016 Full valid portfolio (all countries)
Total Of which in France 2016 2015 Delta 2016/2015
Blue Solutions 114 11 824 710 16.06%
Blue Solutions Canada Inc. 11 7(1) 579(2) 508 13.98%
IER 14 2 86 95 –9.47%
Bluecarsharing 12 0 95 83 14.46%
Bluecar 1 1 3 2 50.00%
Bluebus 37 3 61 24 154.17%
Bluetram 3 1 8 5 60.00%
TOTAL 192 25 1,656 1,427 16.05%
(1) For Blue Solutions Canada, the United States saw the most registrations, and not France.
(2) Of which the full valid portfolio of Capacitor Sciences Inc: 63.
54 BLUE SOLUTIONS
14. Administrative and management bodies
11.2.2. SHARING OF RIGHTS AND LICENSES
Blue Solutions has developed its own technologies protected by the filing of
patent applications and its own know-how as much as possible through the work
of its R&D teams and in order to minimize the risks of dependency with respect
to patents held by third parties.
However, certain industrial property rights used by Blue Solutions were devel-
oped in association with universities or research centers. In each of these cases,
Blue Solutions’ rights are governed by a contract that grants an exclusive operat-
ing license to Blue Solutions in its broadly defi ned sector of activity.
Moreover, a substantial portfolio of intangible assets could provide leverage in
negotiating licenses with third parties where it is deemed necessary to saturate a
market without creating additional means of production.
It will be possible for example to give car-sharing technology licenses as a white
label to partners, thanks to the portfolio of intangible assets (patents, know-how
and soft ware copyright) created since the start of this activity.
11.2.3. TRADEMARKS
Over 300 trademarks are held or used by Blue Solutions and Blue Applications.
Trademarks may be owned by either of these two companies or by Bolloré.
However, in all cases, the exploiting company, even if it does not own the trade-
mark, has a licensing agreement that gives it the right to use the trademarks.
Like patents, trademarks are subject to signifi cant availability searches before
they are fi led. The Group’s policy is to secure the trademarks as soon as possible
when their need is identifi ed at an early stage.
Blue Solutions also extensively monitors trademarks fi led by third parties that
contain the term “Blue”, so that it can oppose them whenever the company
deems it necessary upon their issuance. This guarantees that the company can
use its own trademarks without interference.
11.2.4. DRAWINGS AND MODELS
Blue Solutions and the Blue Applications companies also protect the aesthetic
aspects of the products they develop.
This occurs with various Bluecar®, Bluesummer or Blueutility models, Bluebuses
and 6-, 12- or 18-meter Bluetrams, and various car-sharing terminals.
12 . Trend information
12.1. FUTURE PROSPECTS AND GOALS
Blue Solutions believes that the markets in which it operates have excellent
prospects for growth and aims to become a leading global player in energy
management solutions by implementing the strategy presented in section 6.4
“Strategy” of this registration document. Its goal is to become a major operator in
mobility markets and in the non-mobile market by offering, through Blue
Applications, services that will provide recurring revenues. Blue Applications
therefore aims to remain Blue Solutions’ top customer.
Blue Solutions does anticipate, however, significant expenditure in the near
future, inasmuch as its business activity and production capacity remain in the
development phase. Moreover, Blue Solutions has still not succeeded in estab-
lishing LMP® (lithium metal polymer) technology as a reference technology, and
it considers that there is still a risk that other technologies, either existing or
future, could prove to be more effi cient.
Electricity storage in batteries responds to the increasing needs linked to the
development of renewable energies. However, there is more competition, and
Blue Solutions would like to give itself more time to develop the benefi ts of its
LMP® (lithium metal polymer) technology. This technology has achieved a num-
ber of commercial successes in mobility applications (Autolib’, car-sharing pro-
jects in Singapore, London and Los Angeles, and electric buses) and also off ers
important possibilities in stationary applications. As a result of the simultaneous
appearance of competitors in lithium-ion, with large volumes at low prices, Blue
Solutions must review the volumes and sale prices of its batteries.
All of the above have determined the following positions:
• acting on a proposal from the Chief Executive Offi cer and on the basis of the
appraisal of Thierry Bergeras, the expert appointed by the Presiding Judge of
the Paris Commercial Court on November 30, 2016, the Board of Directors of
Blue Solutions, in its meeting of March 23, 2017, decided that it would not
exercise the call options it had concerning Blue Applications until expiry,
namely June 30, 2018, considering that it still required very signifi cant invest-
ment and that it was preferable to focus Blue Solutions on improving its
technology;
• the Boards of Directors of Blue Solutions and Bolloré decided to work together
towards the following objectives:
– establish a new window for exercising the options,
– revise the terms of the battery procurement contract, as the contract provides,
and
– agree a new contract to provide Blue Solutions with fi nancing from Bolloré, the
previous commitment having ended in June 2016.
The result of these negotiations will be published in a press release. In this
respect, the 2017 objectives for Blue Solutions are no longer up to date.
Blue Applications still aims to operate seven car-sharing projects in 2017,
including Autolib’, Bluely, Bluecub and Indianapolis.
13. Pro fi t forecasts and estimatesBlue Solutions does not report profi t forecasts or estimates.
14. Administrative and management bodies
14.1. INFORMATION ON ADMINISTRATIVE
AND MANAGEMENT BODIES
14.1.1. STATUTORY INFORMATION AND MODE OF MANAGEMENT
At its meeting of June 3, 2016, the Board of Directors, deliberating in accordance
with the articles of association and having concluded that the current mode of
management was an eff ective way to deal with the demands of the operational
developments to be undertaken while observing the mandates and strategy of
the Group, decided to maintain the option to separate the functions of Chairman
of the Board of Directors and Chief Executive Offi cer.
At its meeting of June 3, 2016, the Board of Directors reappointed Vincent Bolloré
as Chairman of the Board of Directors for the duration of his term of offi ce as
director, that is, until conclusion of the Ordinary General Meeting called to
approve the fi nancial statements for the year ended December 31, 2018.
As required by law, the Chairman of the Board of Directors organizes and man-
ages the work of the Board and reports on it to the General Meeting; he sees to it
that the company’s bodies run smoothly and, in particular, that the directors are
in a position to fulfi ll their tasks.
At its meeting of June 3, 2016, the Board of Directors re-appointed Gilles Alix to
the role of Chief Executive Offi cer for a period of three years, that is, until conclu-
sion of the Ordinary General Meeting called to approve the fi nancial statements
for the year ended December 31, 2018. Subject to the powers accorded by law to
Shareholders’ Meetings and to the Board of Directors, and within the scope of the
company’s corporate purpose, the Chief Executive Offi cer is granted the broadest
powers to act in the name of the company in any circumstances. The delegations
of authority granted by his predecessors remain in place, unless the Chief
Executive Offi cer decides otherwise.
On March 19, 2015, the Board of Directors ratified the position of Didier
Marginèdes as Vice-Chairman for the duration of his current term as director and
any subsequent reappointments. The Ordinary General Meeting of June 4, 2015
reappointed Didier Marginèdes as a director for a term of three years, until the
Ordinary General Meeting to be called to approve the fi nancial statements for the
year ending December 31, 2017.
55REGISTRATION DOCUMENT 2016
14. Administrative and management bodies
14.1.2. COMPOSITION OF THE ADMINISTRATIVE AND MANAGEMENT BODIES
At the date of this document, the Board of Directors has nine members; the Chief Executive Offi cer, Gilles Alix, is not a director.
Directors Nationality Date of birth Gender
Start of term
of offi ce
Date term
last
renewed End of term of offi ce
Inde-
pen-
dent
director
Attend-
ance
rate of
Board
meeting
Mem-
ber of
the
Board of
Directors
Attend-
ance rate
of the
Commit-
tee
meeting
Vincent Bolloré,
Chairman of the Board
of Directors
French April 1, 1952 M August 30,
2013
June 3,
2016
2019 (GM approving
the 2018 fi nancial
statements)
– 100% – –
Didier Marginèdes
Vice-Chairman
French September 30,
1954
M August 30,
2013
June 4,
2015
2018 (GM approving
the 2017 fi nancial
statements)
– 100% – –
Cyrille Bolloré French July 19,
1985
M August 30,
2013
June 4,
2015
2018 (GM approving
the 2017 fi nancial
statements)
– 100% – –
Marie Bolloré French May 8,
1988
F June 3,
2016
– 2019 (GM approving
the 2018 fi nancial
statements)
– 100% – –
Sébastien Bolloré French January 24,
1978
M June 5,
2014
– 2017 (GM approving
the 2016 fi nancial
statements)
– 100% – –
Virginie Courtin French June 9,
1985
F September 23,
2013
June 3,
2016
2019 (GM approving
the 2018 fi nancial
statements)
Yes 66% – –
Valérie Hortefeux French December 14,
1967
F August 30,
2013
June 4,
2015
2018 (GM approving
the 2017 fi nancial
statements)
Yes 100% Audit
Com-
mittee
CAC(1)
100%
100%
Jean-Louis Milin French February 18,
1946
M August 30,
2013
June 4,
2015
2018 (GM approving
the 2017 fi nancial
statements)
Yes 33% Audit
Com-
mittee
CAC(1)
100%
100%
Martine Studer French/
Ivorian
January 30,
1961
F August 30,
2013
June 4,
2015
2018 (GM approving
the 2017 fi nancial
statements)
– 100% CAC(1) 50%
(1) Compensation and Appointments Committee (CAC).
56 BLUE SOLUTIONS
14. Administrative and management bodies
14.1.3. EXPERTISE AND LIST OF EXECUTIVE OFFICES AND POSITIONS OF THE COMPANY OFFICERS
In accordance with the provisions of article L. 225-102-1, paragraph 4, we set out
here below a list of all offi ces and positions held by each company offi cer, in any
company, during the fi scal year.
Gilles ALIX, Chief Executive Offi cerBorn on October 11, 1958. French.
Date appointed: August 30, 2013. Date renewed: June 3, 2016.
End of term of offi ce: December 31, 2018.
Business address
Tour Bolloré
31-32, quai de Dion-Bouton
92811 Puteaux Cedex
Expertise and management experience
Graduate of the École supérieure de commerce de Lyon (1981).
Certifi ed Public Accountant (1987).
Chief Executive Offi cer of the Bolloré Group.
Chief Executive Offi cer of Blue Solutions since August 30, 2013.
Number of company shares held: 571.
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chief Executive Offi cer of Blue Solutions(1);
• Chief Executive Offi cer of BlueElec (SAS), Bluesun (SAS) and Bolloré Transport &
Logistics Corporate (formerly Bolloré Transport & Logistics) SAS;
• Chairman of Bluestorage (SAS), Bluecub (SAS), Bluely (SAS), Company Autolib’
(SAS), Bluealliance (SAS), BlueProject (SAS), Bluelib (SAS) and Société Bordelaise
Africaine (SAS);
• Director of Bluebus and Compagnie des Tramways de Rouen;
• Director of Bolloré Africa Logistics, Whaller and Bolloré Logistics (SAS);
• Permanent representative of Bolloré Participations on the Board of Directors of
Bolloré(1);
• Permanent representative of Bolloré on the Boards of Directors of Bolloré
Énergie, Financière de Cézembre, MP 42 and Société Française Donges-Metz;
• Permanent representative of MP 42 on the Board of Directors of Socotab;
• Permanent representative of Financière de Sainte-Marine on the Board of
Directors of Havas(1);
• Member of the Executive Board of Havas Media Africa (SAS);
• Member of the Supervisory Board of Sofi bol;
• Member of the Management Committee of BlueProject;
• Director of Havas Media France (SA).
— Other corporate offi ces
• Director of Fred & Farid Group (SAS);
• Member of the Strategic Planning Committee of CD Africa.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors of African Investment Company,
Participaciones y Gestion Financiera SA and Pargefi Helios Iberica Luxembourg;
• Director of Bolloré Transport & Logistics Gabon (formerly Bolloré Africa Logistics
Gabon), Blue Solutions Canada Inc. (formerly Bathium Canada Inc.), Empresa de
Manutencion y Consignation Maritima SA, International de Desarollo
Portuarios SA, Movimentios Porturios Internacionales SA, Operativa
Internacional Porturia SA, Participaciones e Inversiones Porturias SA,
Participaciones Ibero Internacionales SA, PDI, Progosa Investment, PTR
Finances SA, Sorebol SA, SNO Investments Ltd, Pargefi Helios Iberica
Luxembourg and Sorebol UK Ltd;
• Permanent representative of Socopao SA on the Board of Directors of Douala
International Terminal, of Société de Participations Africaines on the Boards of
Directors of Bolloré Transport & Logistics Sénégal (formerly Bolloré Africa
Logistics Sénégal) and Conakry Terminal, of Société d’Exploitation Portuaire
Africaine on the Board of Directors of Bolloré Transport & Logistics Congo (for-
merly Bolloré Africa Logistics Congo), of SDV Mining Antrak Africa on the Boards
of Bolloré Transport & Logistics Cameroun (formerly Bolloré Africa Logistics
Cameroun) and of Congo Terminal, of Société Bordelaise Africaine on the Board
of La Forestière Équatoriale, and of SCCF on the Board of Camrail;
• Managing Director of JSA Holding BV;
• Chairman of the Executive Committee of Blue Congo.
— Other corporate offi ces
None.
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chief Executive Offi cer of Blue Solutions(1);
• Chief Executive Offi cer of BlueElec (SAS), Bluesun (SAS) and Bolloré Transport
Logistics (SAS);
• Chairman and Chief Executive Offi cer of Société Bordelaise Africaine;
• Chairman of Bluestorage (SAS), Bluecub (SAS), Bluely (SAS), Société Autolib
(SAS), Bluealliance (SAS), BlueProject (SAS), Bolloré Transport Logistics
International (SAS) and Bluelib (SAS);
• Director of Bluebus, Compagnie des Tramways de Rouen, and Société
Bordelaise Africaine;
• Director of Bolloré Africa Logistics, Whaller and Bolloré Logistics (SAS);
• Permanent representative of Bolloré Participations on the Board of Directors of
Bolloré(1);
• Permanent representative of Bolloré on the Boards of Directors of Bolloré
Énergie, Financière de Cézembre, MP 42 and Société Française Donges-Metz;
• Permanent representative of MP 42 on the Board of Directors of Socotab;
• Permanent representative of Financière de Sainte-Marine on the Board of
Directors of Havas(1);
• Member of the Executive Board of Havas Media Africa (SAS);
• Member of the Supervisory Board of Sofi bol;
• Member of the Management Committee of BlueProject;
• Director of Havas Media France (SA).
— Other corporate offi ces
• Director of Fred & Farid Group (SAS);
• Member of the Strategic Planning Committee of CD Africa.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors of African Investment Company,
Participaciones y Gestion Financiera SA and Pargefi Helios Iberica Luxembourg;
• Director of Bolloré Africa Logistics Gabon (formerly SDV Gabon), Blue Solutions
Canada Inc. (formerly Bathium Canada Inc.), Empresa de Manutencion y
Consignation Maritima SA, International de Desarollo Portuarios SA,
Movimentios Porturios Internacionales SA, Operativa Internacional Porturia SA,
Participaciones e Inversiones Porturias SA, Participaciones Ibero
Internacionales SA, PDI, Progosa Investment, PTR Finances SA, Sorebol SA, SNO
Investments Ltd, Pargefi Helios Iberica Luxembourg and Sorebol UK Ltd;
• Permanent representative of Socopao SA on the Board of Directors of Douala
International Terminal, of Société de Participations Africaines on the Board of
Directors of Bolloré Africa Logistics Sénégal and Conakry Terminal, of Société
d’Exploitation Portuaire Africaine on the Board of Directors of Bolloré Africa
Logistics Congo (formerly SDV Congo), of SDV Mining Antrak Africa on the Board
of Bolloré Africa Logistics Cameroun and of Congo Terminal and Société
Bordelaise Africaine on the Board of La Forestière Équatoriale;
• Managing Director of JSA Holding BV.
— Other corporate offi ces
None.
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chief Executive Offi cer of Blue Solutions(1);
• Chief Executive Offi cer of BlueElec (SAS);
• Chief Executive Offi cer of Bolloré Transport Logistics (SAS);
• Chairman and Chief Executive Offi cer of Société Bordelaise Africaine;
• Chairman of Bluesun, Bluecub, Bluely, Société Autolib’ and Bluealliance (for-
merly Financière de l’Argol) (SAS);
• Director of Bluebus (formerly Gruau Microbus), Compagnie des Tramways de
Rouen, Société Bordelaise Africaine and Whaller;
• Chairman of Bolloré Africa Logistics;
• Permanent representative of Bolloré Participations on the Board of Directors of
Bolloré(1);
• Permanent representative of Bolloré on the Boards of Directors of Bolloré
Énergie, Financière de Cézembre, MP 42 and Société Française Donges-Metz;
• Permanent representative of MP 42 on the Board of Directors of Socotab.
(1) Listed company.
57REGISTRATION DOCUMENT 2016
14. Administrative and management bodies
• Permanent representative of Financière de Sainte-Marine on the Board of
Directors of Havas(1);
• Permanent representative of Sofi prom on the Board of Directors of Kerne Finance;
• Member of the Executive Board of Havas Media Africa (SAS);
• Member of the Supervisory Board of Sofi bol;
• Director of Havas Media France (SA);
• Permanent representative of Bolloré on the Board of Directors of W&Cie (SA).
— Other corporate offi ces
• Director of Fred & Farid Group (SAS);
• Director of Isodev;
• Member of the Strategic Planning Committee of CD Africa.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors of Automatic Systems, African Investment
Company, Participaciones y gestion financiera SA and Pargefi Helios Iberica
Luxembourg SA;
• Director of Automatic Systems, Camrail, Bolloré Africa Logistics Gabon (formerly
SDV Gabon), Blue Solutions Canada Inc. (formerly Bathium Canada Inc.), Empresa
de Manutencion y Consignation Maritima SA, International de Desarollo
Portuarios SA, Movimentios Porturios Internacionales SA, Operativa Internacional
Porturia SA, Participaciones e Inversiones Porturias SA, Participaciones Ibero
Internacionales SA, PDI, Progosa Investment, PTR Finances SA, Sorebol SA, SNO
Investments Ltd, Pargefi Helios Iberica Luxembourg and Sorebol UK Ltd;
• Permanent representative of Socopao SA on the Board of Directors of Douala
International Terminal, of Société de Participations Africaines on the Board of
Directors of Bolloré Africa Logistics Sénégal, of Société d’Exploitation Portuaire
Africaine on the Board of Directors of Bolloré Africa Logistics Congo (formerly
SDV Congo), and of SDV Mining Antrak Africa on the Board of Directors of
Bolloré Africa Logistics Cameroun;
• Managing Director of JSA Holding BV.
— Other corporate offi ces
None.
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chief Executive Offi cer of Blue Solutions(1);
• Chief Executive Offi cer of BlueElec (SAS);
• Chairman and Chief Executive Offi cer of Société Bordelaise Africaine;
• Chairman of BlueSun, Bluecub, Bluely, IER and Société Autolib’ (SAS);
• Director of Bluebus (formerly Gruau Microbus), Compagnie des Tramways de
Rouen, Société Bordelaise Africaine and Whaller;
• Member of the Management Committee of Bolloré Telecom (SAS);
• Permanent representative of Bolloré Participations on the Board of Directors of
Bolloré(1);
• Permanent representative of Bolloré on the Boards of Directors of Bolloré
Énergie, Financière Moncey(1), Financière de Cézembre, MP 42 and Société
Française Donges-Metz;
• Permanent representative of MP 42 on the Board of Directors of Socotab;
• Member of the Executive Board of Havas Media Africa (SAS);
• Member of the Supervisory Board of Sofi bol;
• Director of Havas Media France (SA);
• Permanent representative of Bolloré on the Board of Directors of W&Cie (SA).
— Other corporate offi ces
• Director of Euro Media Group;
• Director of Fred & Farid Group (SAS);
• Director of Isodev.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors of Automatic Systems, African Investment
Company, Participaciones y gestion financiera SA and Pargefi Helios Iberica
Luxembourg SA;
• Director of Automatic Systems, Camrail, Bolloré Africa Logistics Gabon (formerly
SDV Gabon), Blue Solutions Canada Inc. (formerly Bathium Canada Inc.), Empresa
de Manutencion y Consignation Maritima SA, International de Desarollo
Portuarios SA, Movimentios Porturios Internacionales SA, Operativa Internacional
Porturia SA, Participaciones e Inversiones Porturias SA, Participaciones Ibero
Internacionales SA, PDI, Progosa Investment, PTR Finances SA, Sorebol SA, SNO
Investments Ltd and Pargefi Helios Iberica Luxembourg;
• Permanent representative of Société Bordelaise Africaine on the Board of
Directors of Forestière Équatoriale(1), of Socopao SA on the Board of Directors
of Douala International Terminal, of Société de Participations Africaines on the
Boards of Directors of Abidjan Terminal (formerly SETV), Bolloré Africa Logistics
Sénégal and Bolloré Africa Logistics Côte d’Ivoire, of Société d’Exploitation
Portuaire Africaine on the Board of Directors of Bolloré Africa Logistics Congo
(formerly SDV Congo), of SDV Mining Antrak Africa on the Board of Directors of
Bolloré Africa Logistics Cameroun;
• Managing Director of JSA Holding BV.
— Other corporate offi ces
• Director of Bolera Minera.
Offi ces held in 2012
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of IER and Société Autolib’ (SAS);
• Director of Gruau Microbus;
• Member of the Management Committee of Bolloré Telecom (SAS);
• Permanent representative of Bolloré Participations on the Board of Directors of
Bolloré;
• Permanent representative of Bolloré on the Boards of Directors of Bolloré
Énergie, Financière Moncey, Financière de Cézembre, MP 42 and Société
Française Donges-Metz;
• Permanent representative of MP 42 on the Board of Directors of Socotab;
• Member of the Executive Board of Havas Media Africa (SAS);
• Member of the Supervisory Board of Sofi bol;
• Chairman of Havas Digital Media (SAS);
• Director of Havas Media France (SA);
• Permanent representative of Bolloré on the Board of Directors of W&Cie (SA).
— Other corporate offi ces
• Director of Euro Media Group;
• Director of Fred & Farid Paris (SAS) and Fred & Farid Group (SAS);
• Director of Isodev.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors of Automatic Systems, African Investment
Company, Participaciones y gestion financiera SA and Pargefi Helios Iberica
Luxembourg SA;
• Director of Automatic Systems, Camrail, Bolloré Africa Logistics Gabon (formerly
SDV Gabon), Bathium Canada Inc., Empresa de Manutención y Consignación
Maritima SA, Internacional de Desarrollo Portuarios SA, Movimientos Portuarios
Internacionales SA, Operativa Internacional Portuaria SA, Participaciones e
Inversiones Portuarias SA, Participaciones Ibero Internacionales SA, PDI,
Progosa Investment, PTR Finances SA, Sorebol SA, SNO Investments Ltd and
Pargefi Helios Iberica Luxembourg;
• Permanent representative of Société Bordelaise Africaine on the Board of
Directors of Forestière Équatoriale, of Socopao SA on the Board of Directors of
Douala International Terminal, of Société de Participations Africaines on the
Boards of Directors of Abidjan Terminal (formerly SETV), Bolloré Africa Logistics
Sénégal and Bolloré Africa Logistics Côte d’Ivoire, of Société d’Exploitation
Portuaire Africaine on the Board of Directors of Bolloré Africa Logistics Congo
(formerly SDV Congo), of SDV Mining Antrak Africa on the Board of Directors of
Bolloré Africa Logistics Cameroun;
• Managing Director of JSA Holding BV.
— Other corporate offi ces
• Director of Bolera Minera.
Vincent BOLLORÉ, Chairman of the Board of Directors
Business address
Tour Bolloré
31-32, quai de Dion-Bouton
92811 Puteaux Cedex
Expertise and management experience
Industrial management, Chairman of the Bolloré Group since 1981.
Number of company shares held: 500.
(1) Listed company.
58 BLUE SOLUTIONS
14. Administrative and management bodies
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman and Chief Executive Offi cer of Bolloré(1) and Bolloré Participations
(SA);
• Chairman of the Board of Directors (separate Chairman and Chief Executive
Offi cer) of Financière de l’Odet(1) and Blue Solutions(1);
• Chairman of Somabol (SCA);
• Chief Executive Offi cer of Omnium Bolloré (SAS) and Financière V (SAS);
• Director of Blue Solutions(1), Bolloré(1), Bolloré Participations, Financière
Moncey(1), Financière de l’Odet(1), Financière V and Omnium Bolloré;
• Permanent representative of Bolloré Participations on the Board of Société
Industrielle et Financière de l’Artois(1);
• Permanent representative of Bolloré Participations on the Supervisory Board of
Compagnie du Cambodge(1).
— Other corporate offi ces
• Chairman and member of the Supervisory Board of Vivendi(1);
• Permanent representative of Bolloré on the Board of Fred & Farid Group (SAS);
• Chairman and member of the Supervisory Board of the Canal+ group (SA).
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Boards of Directors of Nord-Sumatra Investissements,
Financière du Champ de Mars and BB Groupe SA;
• Director of BB Group SA and Plantations des Terres Rouges;
• Acting Director of Nord-Sumatra Investissements and Financière du Champ de
Mars;
• Permanent representative of Bolloré Participations on the Board of Directors of
Bolloré Transport & Logistics Congo (formerly Bolloré Africa Logistics Congo).
— Other corporate offi ces
• Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB)(1) and
Bereby Finances;
• Director of Socfi naf (formerly Intercultures)(1), Liberian Agricultural Company
(LAC), Plantations Nord-Sumatra Ltd, Socfi n (formerly Socfi nal)(1), Socfi nasia(1),
Socfindo, Socfin KCD, Socfin Agricultural Company Ltd (SAC), Plantations
Socfi naf Ghana Ltd (PSG), Coviphama Ltd and Socfi nco FR;
• Permanent representative of Bolloré Participations on the Boards of Directors
of Bereby Finances, Société Camerounaise de Palmeraies (Socapalm)(1), Société
des Caoutchoucs de Grand Bereby (SOGB)(1), Brabanta and SAFA Cameroun(1).
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman and Chief Executive Offi cer of Bolloré(1) and Bolloré Participations;
• Chairman of the Board of Directors (separate Chairman and Chief Executive
Offi cer) of Financière de l’Odet(1) and Blue Solutions(1);
• Chairman of Somabol;
• Chief Executive Offi cer of Omnium Bolloré and Financière V;
• Director of Blue Solutions(1) (formerly Batscap), Bolloré(1), Bolloré Participations,
Financière Moncey(1), Financière de l’Odet(1), Financière V and Omnium Bolloré;
• Permanent representative of Bolloré Participations on the Board of Société
Industrielle et Financière de l’Artois(1);
• Permanent representative of Bolloré Participations on the Supervisory Board of
Compagnie du Cambodge(1).
— Other corporate offi ces
• Chairman and member of the Supervisory Board of Vivendi(1);
• Permanent representative of Bolloré on the Board of Fred & Farid Group;
• Chairman and Member of the Supervisory Board of Canal+ group.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Boards of Directors of Nord-Sumatra Investissements and
Financière du Champ de Mars;
• Director of BB Group and Plantations des Terres Rouges;
• Acting Director of Nord-Sumatra Investissements and Financière du Champ de
Mars;
• Permanent representative of Bolloré Participations on the Board of Directors of
Bolloré Africa Logistics Congo (formerly SDV Congo).
— Other corporate offi ces
• Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB)(1) and
Bereby Finances;
• Director of Socfi naf (formerly Intercultures)(1), Liberian Agricultural Company
(LAC), Plantations Nord-Sumatra Ltd, Socfi n (formerly Socfi nal)(1), Socfi nasia(1),
Socfindo, Socfin KCD, Socfin Agricultural Company Ltd (SAC), Plantations
Socfi naf Ghana Ltd (PSG), Coviphama Ltd and Socfi nco FR;
• Permanent representative of Bolloré Participations on the Boards of Directors
of Bereby Finances, Société Camerounaise de Palmeraies (Socapalm)(1), Société
des Caoutchoucs de Grand Bereby (SOGB)(1), Brabanta and SAFA Cameroun(1).
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman and Chief Executive Offi cerof Bolloré(1) and Bolloré Participations;
• Chairman of the Board of Directors (separate Chairman and Chief Executive
Offi cer) of Financière de l’Odet(1) and Blue Solutions(1);
• Chairman of Somabol;
• Chief Executive Offi cer of Omnium Bolloré and Financière V;
• Director of Blue Solutions(1) (formerly Batscap), Bolloré(1), Bolloré Participations,
Financière Moncey(1), Financière de l’Odet(1), Financière V and Omnium Bolloré;
• Permanent representative of Bolloré Participations on the Board of Société
Industrielle et Financière de l’Artois(1);
• Permanent representative of Bolloré Participations on the Supervisory Board of
Compagnie du Cambodge(1).
— Other corporate offi ces
• Chairman and member of the Supervisory Board of Vivendi(1);
• Permanent representative of Bolloré on the Board of Fred & Farid Group;
• Member of the Supervisory Board of Canal+ group.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of Nord-Sumatra Investissements and Financière du Champ de Mars;
• Director of BB Group and Plantations des Terres Rouges;
• Acting Director of Nord-Sumatra Investissements and Financière du Champ de
Mars;
• Permanent representative of Bolloré Participations on the Board of Directors of
Bolloré Africa Logistics Congo (formerly SDV Congo).
— Other corporate offi ces
• Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB)(1) and
Bereby Finances;
• Director of Centrages, Socfi naf (formerly Intercultures)(1), Liberian Agricultural
Company (LAC), Plantations Nord-Sumatra Ltd, Socfin (formerly Socfinal)(1),
Socfi nasia(1), Socfi ndo and Socfi n KCD;
• Permanent representative of Bolloré Participations on the Boards of Directors
of Bereby Finances, Société Camerounaise de Palmeraies (Socapalm)(1), Société
des Caoutchoucs de Grand Bereby (SOGB)(1), Brabanta and SAFA Cameroun(1).
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman and Chief Executive Offi cer of Bolloré(1) and Bolloré Participations;
• Chairman of the Board of Directors (separate Chairman and Chief Executive
Offi cer) of Financière de l’Odet(1) and Blue Solutions(1);
• Chairman of Somabol;
• Chief Executive Offi cer of Omnium Bolloré and Financière V;
• Director of Blue Solutions(1) (formerly Batscap), Bolloré(1), Bolloré Participations,
Financière Moncey(1), Financière de l’Odet(1), Financière V and Omnium Bolloré;
• Permanent representative of Bolloré Participations on the Boards of Directors
of Société Anonyme Forestière et Agricole (SAFA) and Société Industrielle et
Financière de l’Artois(1);
• Permanent representative of Bolloré Participations on the Supervisory Board of
Compagnie du Cambodge(1).
— Other corporate offi ces
• Vice-Chairman and member of the Supervisory Board of Vivendi(1);
• Permanent representative of Bolloré on the Board of Fred & Farid Group.
(1) Listed company.
59REGISTRATION DOCUMENT 2016
14. Administrative and management bodies
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of Nord-Sumatra Investissements and Financière du Champ de Mars;
• Director of BB Group and Plantations des Terres Rouges;
• Acting Director of Nord-Sumatra Investissements and Financière du Champ de
Mars;
• Permanent representative of Bolloré Participations on the Boards of Directors
of SAFA Cameroun(1) and Bolloré Africa Logistics Congo (formerly SDV Congo).
— Other corporate offi ces
• Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB)(1) and
Bereby Finances;
• Director of Centrages, Socfi naf (formerly Intercultures)(1), Liberian Agricultural
Company (LAC), Plantations Nord-Sumatra Ltd, Socfin (formerly Socfinal)(1),
Socfi nasia(1), Socfi nco, Socfi ndo and Socfi n KCD;
• Permanent representative of Bolloré Participations on the Boards of Directors
of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise
de Palmeraies (Socapalm)(1) and Société des Caoutchoucs de Grand Bereby
(SOGB)(1);
• Joint manager of Brabanta.
Offi ces held in 2012
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman and Chief Executive Offi cer of Bolloré(1) and Bolloré Participations;
• Chairman of the Board of Directors (separate Chairman and Chief Executive
Offi cer) of Financière del’Odet(1) and Havas(1);
• Chairman of Somabol;
• Chief Executive Offi cer of Omnium Bolloré and Financière V;
• Director of Batscap, Bolloré(1), Bolloré Participations, Matin Plus, Financière
Moncey(1), Financière de l’Odet(1),Havas(1), Havas Media France, Financière V and
Omnium Bolloré;
• Permanent representative of Bolloré Participations on the Boards of Directors
of Société Anonyme Forestière et Agricole (SAFA), Société des Chemins de Fer et
Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois(1),
Société Bordelaise Africaine and Compagnie des Tramways de Rouen;
• Permanent representative of Bolloré Participations on the Supervisory Board of
Compagnie du Cambodge(1).
— Other corporate offi ces
• Member of the Supervisory Board of Vivendi(1);
• Permanent representative of Bolloré on the Board of Fred & Farid Paris;
• Permanent representative of Bolloré on the Board of Fred & Farid Group.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of Champ de Mars Investissements, Financière Nord-Sumatra, Nord-
Sumatra Investissements and Financière du Champ de Mars;
• Director of BB Group, Champ de Mars Investissements, Financière Nord-
Sumatra, Plantations des Terres Rouges(1), SDV Gabon and Bolloré Africa
Logistics Sénégal (formerly SDV Sénégal);
• Acting Director of Nord-Sumatra Investissements and Financière du Champ de
Mars;
• Permanent representative of Bolloré Participations on the Boards of Directors
of Bolloré Africa Logistics Cameroun (previously Saga Cameroun), SAFA
Cameroun(1) and Bolloré Africa Logistics Congo (formerly SDV Congo).
— Other corporate offi ces
• Vice-Chairman of Generali(1), Société des Caoutchoucs de Grand Bereby (SOGB)(1) and Bereby Finances;
• Director of Centrages, Socfi naf (formerly Intercultures)(1), Liberian Agricultural
Company (LAC), Plantations Nord-Sumatra Ltd, Socfin (formerly Socfinal)(1),
Socfi nasia(1), Socfi nco, Socfi ndo, Socfi n KCD and Generali(1);
• Permanent representative of Bolloré Participations on the Boards of Directors
of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise
de Palmeraies (Socapalm)(1) and Société des Caoutchoucs de Grand Bereby
(SOGB)(1);
• Joint manager of Brabanta.
Didier MARGINÈDES, Vice-Chairman
Business address
Tour Bolloré
31-32, quai de Dion-Bouton
92811 Puteaux Cedex
Expertise and management experience
Graduate of École supérieure d’électricité.
Master of Sciences from University of Berkeley (USA). Executive MBA from INSEAD.
Director of R&D for stationary and onboard electricity storage solutions.
Vice-Chairman of Blue Solutions since August 30, 2013.
Number of company shares held: 110.
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Vice-Chairman of Blue Solutions(1);
• Chairman of Bluecarsharing (formerly IER Systems);
• Director of Blue Solutions(1), Bluebus (formerly Gruau Microbus) and Cirtem.
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions Canada Inc. (formerly Bathium Canada Inc.).
— Other corporate offi ces
None.
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Vice-Chairman of Blue Solutions(1);
• Chairman of Bluecarsharing (formerly IER Systems);
• Director of Blue Solutions(1), Bluebus (formerly Gruau Microbus) and Cirtem.
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions Canada (formerly Bathium Canada Inc.).
— Other corporate offi ces
None.
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Vice-Chairman of Blue Solutions(1);
• Chairman of Bluecarsharing (formerly IER Systems);
• Director of Blue Solutions(1), Bluebus (formerly Gruau Microbus) and Cirtem.
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions Canada (formerly Bathium Canada Inc.).
— Other corporate offi ces
None.
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Vice-Chairman of Blue Solutions(1);
• Chairman of Bluecarsharing (formerly IER Systems);
• Director of Blue Solutions(1), Bluebus (formerly Gruau Microbus) and Cirtem.
— Other corporate offi ces
None.
(1) Listed company.
60 BLUE SOLUTIONS
14. Administrative and management bodies
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions Canada (formerly Bathium Canada Inc.).
— Other corporate offi ces
None.
Offi ces held in 2012
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of IER Systems;
• Director of Gruau Microbus and Cirtem.
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of Bathium Canada Inc.
— Other corporate offi ces
None.
Cyrille BOLLORÉ
Business address
Tour Bolloré
31-32, quai de Dion-Bouton
92811 Puteaux Cedex
Expertise and management experience
Graduate of the University of Paris-IX-Dauphine (Master [MSc] in Economics and
Management – Major in Finance).
Deputy Manager of supplies and logistics of Bolloré Énergie from November 2007
to November 2008.
Manager of supplies and logistics of Bolloré Énergie from December 2008 to
August 2010.
Chief Executive Officer of Bolloré Énergie from September 1, 2010 to
September 2011. Chairman of Bolloré Énergie since October 3, 2011.
Vice-Chairman and Chief Executive Officer of Bolloré since August 31, 2012.
Chairman of Bolloré Logistics until December 2014.
Chairman of Bolloré Transport Logistics from November 2014 to May 2016.
Chairman of Bolloré Transport & Logistics Corporate (formerly Bolloré Transport &
Logistics) since April 2016.
Deputy Chief Executive Offi cer of Bolloré since June 5, 2013.
Number of company shares held: 4,566.
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors of Bolloré Énergie;
• Chairman of Bolloré Transport & Logistics Corporate (formerly Bolloré Transport
& Logistics);
• Deputy Chief Executive Offi cer of Bolloré(1);
• Chief Executive Offi cer of Société Industrielle et Financière de l’Artois(1);
• Vice-Chairman and Chief Executive Offi cer of Bolloré(1);
• Director of Bolloré(1), Bolloré Énergie, Bolloré Participations, Financière de
l’Odet(1), Financière V, Omnium Bolloré, Société Industrielle et Financière de
l’Artois(1), Blue Solutions(1) and Bolloré Africa Railways;
• Permanent representative of Compagnie du Cambodge(1) on the Board of
Financière Moncey(1);
• Permanent representative of Financière de Cézembre on the Board of Société
Française Donges-Metz;
• Permanent representative of Bolloré Transport & Logistics Corporate on the
Boards of Bolloré Africa Logistics and Bolloré Logistics;
• Chairman of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);
• Member of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);
• Chairman of BlueElec.
— Other corporate offi ces
• Vice-Chairman of the Comité Professionnel des Stocks Stratégiques Pétroliers.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of CICA SA (CH), Satram Huiles SA (CH), Financière du Champ de Mars,
SFA SA, Nord-Sumatra Investissements, Plantations des Terres Rouges and
African Investment Company;
• Permanent representative of Socapao on the Board of Congo Terminal;
• Permanent representative of Société de Participations Africaines on the Boards
of Douala International Terminal and Bolloré Transport & Logistics Congo (for-
merly Bolloré Africa Logistics Congo);
• Permanent representative of Société Financière Panafricaine on the Board of
Camrail.
— Other corporate offi ces
None.
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors of Bolloré Énergie;
• President of Bolloré Africa Logistics;
• Deputy Chief Executive Offi cer of Bolloré(1);
• Chief Executive Offi cer of Société Industrielle et Financière de l’Artois(1)
• Vice-Chairman and Chief Executive Offi cer of Bolloré(1);
• Director of Bolloré(1), Bolloré Énergie, Bolloré Participations, Financière de
l’Odet(1), Financière V, Omnium Bolloré, Société Industrielle et Financière de
l’Artois(1), Blue Solutions(1) and Bolloré Africa Railways;
• Permanent representative of Compagnie du Cambodge(1) on the Board of
Financière Moncey(1);
• Permanent representative of Financière de Cézembre on the Board of Société
Française Donges-Metz;
• Permanent representative of Bolloré Transport Logistics on the Board of
Bolloré Africa Logistics;
• Permanent representative of Bolloré Transport Logistics on the Board of
Bolloré Logistics;
• Chairman of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);
• Member of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);
• Chairman of BlueElec.
— Other corporate offi ces
• Vice-Chairman of the Comité Professionnel des Stocks Stratégiques Pétroliers.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of CICA SA (CH), Satram Huiles SA (CH), Financière du Champ de Mars,
SFA SA, Nord-Sumatra Investissements, Plantations des Terres Rouges and
African Investment Company;
• Permanent representative of Socapao on the Board of Congo Terminal;
• Permanent representative of Société de Participations Africaines on the Boards
of Douala International Terminal and Bolloré Africa Logistics Congo;
• Permanent representative of Société Financière Panafricaine on the Board of
Camrail.
— Other corporate offi ces
None.
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors of Bolloré Énergie;
• President of Bolloré Africa Logistics;
• Deputy Chief Executive Offi cer of Bolloré(1);
• Chief Executive Offi cer of Société Industrielle et Financière de l’Artois(1);
• Vice-Chairman and Chief Executive Offi cer of Bolloré(1);
• Director of Bolloré(1), Bolloré Énergie, Bolloré Participations, Financière de
l’Odet(1), Financière V, Omnium Bolloré, Société Industrielle et Financière de
l’Artois(1) and Blue Solutions(1);
• Permanent representative of Compagnie du Cambodge(1) on the Board of
Financière Moncey(1);
• Permanent representative of Bolloré Énergie on the Board of La Charbonnière;
• Permanent representative of Bolloré Transport Logistics on the Board of
Bolloré Africa Logistics;
• Chairman of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);
• Member of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);
(1) Listed company.
61REGISTRATION DOCUMENT 2016
14. Administrative and management bodies
• Chairman of BlueElec.
— Other corporate offi ces
• Member of the Management Board of Société des Pipelines de Strasbourg SARL;
• Vice-Chairman of the Comité Professionnel des Stocks Stratégiques Pétroliers.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of CICA SA (CH), Satram Huiles SA (CH), Financière du Champ de Mars
SFA SA, Nord-Sumatra Investissements and Plantations des Terres Rouges;
• Director of CIPCH BV (NL).
— Other corporate offi ces
None.
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Boards of Directors of Bolloré Énergie and SFDM (Société
Française Donges-Metz);
• Deputy Chief Executive Offi cer of Bolloré(1);
• Vice-Chairman and Managing Director of Bolloré(1);
• Director of Bolloré(1), Bolloré Énergie, Bolloré Participations, Financière de
l’Odet(1), Financière V, Omnium Bolloré, SFDM, Société Industrielle et Financière
de l’Artois(1) and Blue Solutions(1);
• Permanent representative of Compagnie du Cambodge(1) on the Board of
Financière Moncey(1);
• Permanent representative of Sofi prom on the Board of La Charbonnière;
• Chairman of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);
• Member of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);
• Chairman of BlueElec.
— Other corporate offi ces
• Chairman of the FFPI (Fédération Française des Pétroliers Indépendants);
• Director of Les Combustibles de Normandie;
• Member of the Management Board of Société des Pipelines de Strasbourg SARL;
• Permanent representative of Bolloré Énergie on the Board of Directors
of SAGESS (Société Anonyme de Gestion de Stocks de Sécurité);
• Permanent representative of Petroplus Marketing France SAS on the Board of
Trapil.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of CICA, Satram Huiles SA, Financière du Champ de Mars and SFA SA;
• Director of CIPCH BV.
— Other corporate offi ces
None.
Offi ces held in 2012
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Boards of Directors of Bolloré Énergie and SFDM (Société
Française Donges-Metz);
• Vice-Chairman and Chief Executive Director of Bolloré;
• Director of Bolloré(1), Bolloré Énergie, Bolloré Participations, Financière de
l’Odet(1), Financière V, Omnium Bolloré and SFDM;
• Permanent representative of Sofi prom on the Board of La Charbonnière;
• Chairman of the Supervisory Board of Sofi bol.
— Other corporate offi ces
• Chairman of the FFPI (Fédération Française des Pétroliers Indépendants);
• Director of Les Combustibles de Normandie;
• Member of the Management Board of Société des Pipelines de Strasbourg SARL;
• Permanent representative of Bolloré Énergie on the Board of Directors
of SAGESS (Société Anonyme de Gestion de Stocks de Sécurité).
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Director of CICA and Satram Huiles SA;
• Director of CIPCH BV.
— Other corporate offi ces
None.
Marie BOLLORÉ
Business address
Tour Bolloré
31-32, quai de Dion-Bouton
92811 Puteaux Cedex
Degree in Management at the University of Paris-IX-Dauphine (2006-2010).
Master 1 in Marketing at the University of Paris-IX-Dauphine (2010-2011).
Master 2 in Management, Business Process Manager course at the University of
Paris-IX-Dauphine (2012-2013).
Expertise and management experience
Chief Executive Offi cer of the Electric Mobility Applications Division of the Bolloré
Group since 2016.
Marketing Manager – Blue Solutions (2014).
Number of company shares held: 70.
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Chief Executive Offi cer of electrical mobility applications;
• Director of Bolloré(1), Financière de l’Odet(1), Société Industrielle et Financière
de l’Artois(1) Blue Solutions(1), Bolloré Participations, Financière V and Omnium
Bolloré;
• Member of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1).
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Director of Mediobanca(1).
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Bolloré(1), Financière de l’Odet(1), Société Industrielle et Financière
de l’Artois(1), Bolloré Participations, Financière V and Omnium Bolloré;
• Member of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1).
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Director of Mediobanca(1).
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Bolloré(1), Financière de l’Odet(1), Société Industrielle et Financière
de l’Artois(1), Bolloré Participations, Financière V and Omnium Bolloré;
• Member of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1).
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Director of Mediobanca(1).
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Bolloré(1), Financière de l’Odet(1), Bolloré Participations, Financière V
and Omnium Bolloré;
• Member of the Supervisory Board of Sofi bol.
(1) Listed company.
62 BLUE SOLUTIONS
14. Administrative and management bodies
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2012
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Bolloré(1), Financière de l’Odet(1), Bolloré Participations, Financière V
and Omnium Bolloré;
• Member of the Supervisory Board of Sofi bol.
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Sébastien BOLLORÉ
Business address
Tour Bolloré
31-32, quai de Dion-Bouton 92811 Puteaux Cedex
Expertise and management experience
After attending school at Gerson and Saint-Jean-de-Passy, Sébastien Bolloré
obtained his baccalaureate and studied management at the ISEG and then at
UCLA (California). Having spent more than half of his time in America or Asia,
Sébastien Bolloré advises the Group on new media and technological
developments.
Number of company shares held: 111.
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Development Manager;
• Chairman of Omnium Bolloré;
• Director of Blue Solutions(1), Bolloré(1), Bolloré Participations, Financière V,
Omnium Bolloré and Société Industrielle et Financière de l’Artois(1);
• Permanent representative of Plantations des Terres Rouges on the Board of
Compagnie du Cambodge(1);
• Member of the Supervisory Board of Sofi bol;
• Permanent representative of Socfrance on the Board of Financière de l’Odet(1).
— Other corporate offi ces
• Director of Bigben Interactive(1) and of Gameloft SE.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman and Director of Blue LA Inc.
— Other corporate offi ces
None.
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Development Manager;
• Chairman of Omnium Bolloré;
• Director of Blue Solutions(1), Bolloré(1), Bolloré Participations, Financière V,
Omnium Bolloré and Société Industrielle et Financière de l’Artois(1);
• Permanent representative of Plantations des Terres Rouges on the Board of
Compagnie du Cambodge(1);
• Member of the Supervisory Board of Sofi bol;
• Permanent representative of Socfrance on the Board of Financière de l’Odet(1).
— Other corporate offi ces
• Director of Bigben Interactive(1).
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman and Director of Blue LA Inc.
— Other corporate offi ces
None.
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Development Manager;
• Chairman of Omnium Bolloré;
• Director of Blue Solutions(1), Bolloré(1), Bolloré Participations, Financière V,
Omnium Bolloré and Société Industrielle et Financière de l’Artois(1);
• Permanent representative of Plantations des Terres Rouges on the Board of
Compagnie du Cambodge(1);
• Member of the Supervisory Board of Sofi bol;
• Permanent representative of Socfrance on the Board of Financière de l’Odet(1).
— Other corporate offi ces
• Director of Bigben Interactive(1).
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Development Manager;
• Chairman of Omnium Bolloré;
• Director of Bolloré(1), Bolloré Participations, Financière V, Omnium Bolloré and
Société Industrielle et Financière de l’Artois(1);
• Permanent representative of Plantations des Terres Rouges on the Board of
Compagnie du Cambodge(1);
• Member of the Supervisory Board of Sofi bol;
• Permanent representative of Socfrance on the Board of Financière de l’Odet(1).
— Other corporate offi ces
• Director of Bigben Interactive(1).
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2012
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Development Manager;
• Director of Bolloré(1), Bolloré Participations, Financière V, Omnium Bolloré and
Société Industrielle et Financière de l’Artois(1);
• Permanent representative of Plantations des Terres Rouges on the Board of
Compagnie du Cambodge(1);
• Member of the Supervisory Board of Sofi bol.
— Other corporate offi ces
• Director of Bigben Interactive(1).
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
(1) Listed company.
63REGISTRATION DOCUMENT 2016
14. Administrative and management bodies
Virginie COURTIN(2)
Business address
Mugler
49, avenue de l’Opéra 75002 Paris
Expertise and management experience
Graduate of Edhec Business School (from 2005 to 2009).
Member of the Supervisory Board of the Clarins group (from 2007 to 2013).
Director of Marketing and Communications at Thierry Mugler Couture since 2014
and Managing Director and founder of Vivicorp, including the launch of the Luz
brand, between 2011 and 2014.
Number of company shares held: 357.
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Member of the Executive Board of Clarins;
• Deputy Chief Executive Offi cer of the holding Famille C.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Member of the Executive Board of Clarins
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Member of senior management of Mugler Couture.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Chairman of Vivicorp SAS.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2012
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Member of the Supervisory Board of Clarins (SA with an Executive Board and a
Supervisory Board);
• Chairman of Vivicorp SAS.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Valérie HORTEFEUX(2)
Address
47, avenue Georges-Mandel
75116 Paris
Expertise and management experience
Graduate of École française des attachés de presse (EFAP) and of University
Paris-IX-Dauphine.
In charge of origination in the Banque Privée 1818 (Natixis) until 2015.
Number of company shares held: 50.
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Director of Générale de Santé(1).
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Director of Générale de Santé(1)
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
(2) Independent director.
(1) Listed company.
64 BLUE SOLUTIONS
14. Administrative and management bodies
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
None.
Offi ces held in 2012None.
Jean-Louis MILIN(2)
Business address
25, rue de Courcelles 75008 Paris
Expertise and management experience
Has a degree in Law.
Chairman of Banque Neufl ize from 2001 to 2006. Executive Vice-Chairman of
ABN AMRO from 2001 to 2007. Adviser to the Chairman of Lazard Frères Gestion.
Number of company shares held: 1,000.
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Manager of JLM et Associés EURL;
• Director of France Essor.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Senior Manager of Lepercq Neufl ize NVL;
• Director of Lepercq-Amcur (SICAV Luxembourg).
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Manager of JLM et Associés EURL;
• Director of France Essor.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Senior Manager of Lepercq Neufl ize NVL;
• Director of Lepercq-Amcur (SICAV Luxembourg).
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Manager of JLM et Associés EURL;
• Director of France Essor.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Senior Manager of Lepercq Neufl ize NVL;
• Director of Lepercq-Amcur (SICAV Luxembourg).
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1).
— Other corporate offi ces
• Manager of JLM et Associés EURL;
• Director of France Essor.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Senior Manager of Lepercq Neufl ize NVL;
• Director of Lepercq-Amcur (SiCAV Luxembourg).
Offi ces held in 2012
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Manager of JLM et Associés EURL;
• Director of France Essor.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Senior Manager of Lepercq Neufl ize NVL;
• Director of Lepercq-Amcur (SICAV Luxembourg).
Martine STUDER
Business address
66, avenue Jean-Mermoz
01 BP 7759
Abidjan 01, Republic of Côte d’Ivoire
Expertise and management experience
Economist, advertising executive.
Company director, Chairperson.
Former Deputy Minister for the Prime Minister in charge of communications.
Creative-founder and partner, in 1988, of the Océan Ogilvy advertising network,
with operations in 22 sub-Saharan countries.
Number of company shares held: 3,000.
Offi ces held in 2016
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1), Bolloré(1) and Financière de l’Odet(1).
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors of Bolloré Transport & Logistics Côte d’Ivoire
(formerly Bolloré Africa Logistics Côte d’Ivoire);
• Permanent representative of SPA on the Board of Directors of Abidjan Terminal.
— Other corporate offi ces
• Director of Océan Conseil (Republic of Côte d’Ivoire);
• Chairman of Board of Directors of Océan Central Africa (Cameroon);
• Chairman and Chief Executive Offi cer of Océan Ogilvy Gabon (Gabon);
• Director of CIPREL (Republic of Côte d’Ivoire);
• Director of SAPE (Republic of Côte d’Ivoire);
• Director of SMPCI (Republic of Côte d’Ivoire);
• Director of Fondation des Parcs et Réserves de Côte d’Ivoire (Republic of Côte
d’Ivoire);
• Managing Director of Compagnie des Gaz de Côte d’Ivoire;
• Manager of Pub Regie (Republic of Côte d’Ivoire).
(2) Independent director.
(1) Listed company.
65REGISTRATION DOCUMENT 2016
14. Administrative and management bodies
Offi ces held in 2015
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1), Bolloré(1) and Financière de l’Odet(1).
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors and director of Bolloré Africa Logistics Côte
d’Ivoire;
• Permanent representative of Société de Participations Africaines on the Board
of Directors of Abidjan Terminal.
— Other corporate offi ces
• Director of Océan Conseil (Republic of Côte d’Ivoire);
• Chairman of Board of Directors of Océan Central Africa (Cameroon);
• Chairman and Chief Executive Offi cer of Océan Ogilvy Gabon (Gabon);
• Director of CIPREL (Republic of Côte d’Ivoire);
• Director of SAPE (Republic of Côte d’Ivoire);
• Director of SMPCI (Republic of Côte d’Ivoire);
• Director of Fondation des Parcs et Réserves de Côte d’Ivoire (Republic of Côte
d’Ivoire);
• Managing Director of Compagnie des Gaz de Côte d’Ivoire;
• Manager of Pub Régie (Republic of Côte d’Ivoire).
Offi ces held in 2014
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1), Bolloré(1) and Financière de l’Odet(1).
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
• Chairman of the Board of Directors and director of Bolloré Africa Logistics Côte
d’Ivoire;
• Permanent representative of SPA on the Board of Directors of Abidjan Terminal.
— Other corporate offi ces
• Director of Océan Conseil (Republic of Côte d’Ivoire);
• Chairman of Board of Directors of Océan Central Africa (Cameroon);
• Chairman and Chief Executive Offi cer of Océan Ogilvy Gabon (Gabon);
• Director of CIPREL (Republic of Côte d’Ivoire);
• Director of SAPE (Republic of Côte d’Ivoire);
• Director of SMPCI (Republic of Côte d’Ivoire);
• Director of Fondation des Parcs et Réserves de Côte d’Ivoire (Republic of Côte
d’Ivoire);
• Acting Director of Compagnie des Gaz de Côte d’Ivoire;
• Manager of Pub Regie (Republic of Côte d’Ivoire).
Offi ces held in 2013
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Blue Solutions(1), Bolloré(1) and Financière de l’Odet(1).
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Director of Océan Conseil (Republic of Côte d’Ivoire);
• Chairman of Board of Directors of Océan Central Africa (Cameroon);
• Chairman and Chief Executive Offi cer of Océan Ogilvy Gabon (Gabon);
• Director of CIPREL (Republic of Côte d’Ivoire);
• Director of SAPE (Republic of Côte d’Ivoire);
• Director of SMPCI (Republic of Côte d’Ivoire);
• Director of Fondation des Parcs et Réserves de Côte d’Ivoire (Republic of Côte
d’Ivoire);
• Acting Director of Compagnie des Gaz de Côte d’Ivoire;
• Manager of Pub Régie (Republic of Côte d’Ivoire).
Offi ces held in 2012
Corporate offi ces held in French companies
— Corporate offi ces held within the Bolloré Group
• Director of Bolloré(1).
— Other corporate offi ces
None.
Corporate offi ces held in non-French companies
— Corporate offi ces held within the Bolloré Group
None.
— Other corporate offi ces
• Director of Océan Conseil (Republic of Côte d’Ivoire);
• Chairman of Board of Directors of Océan Central Africa (Cameroon);
• Chairman and Chief Executive Offi cer of Océan Ogilvy Gabon (Gabon);
• Director of CIPREL (Republic of Côte d’Ivoire);
• Director of SAPE (Republic of Côte d’Ivoire);
• Director of SMPCI (Republic of Côte d’Ivoire);
• Director of Fondation des Parcs et Réserves de Côte d’Ivoire (Republic of Côte
d’Ivoire);
• Acting Director of Compagnie des Gaz de Côte d’Ivoire;
• Manager of Pub Regie (Republic of Côte d’Ivoire).
Proposal to renew terms of office of directors
The Ordinary General Meeting of June 1, 2017 will be asked to reappoint
Sébastien Bolloré as director for a three-year term, until the conclusion of the
Ordinary General Meeting to be called to approve the fi nancial statements for the
year ending December 31, 2019.
14.1.4. FAMILY TIES AMONG DIRECTORS
Marie Bolloré, Cyrille Bolloré and Sébastien Bolloré are the children of Vincent
Bolloré.
14.1.5. CONVICTIONS FOR FRAUD, BANKRUPTCY, PUBLIC SANCTIONS PRONOUNCED OVER THE COURSE OF THE LAST FIVE YEARS
To the best of the company’s knowledge, over the course of the last fi ve years, no
member of the Board of Directors:
• has been convicted of fraud;
• has been associated with any company in bankruptcy, receivership or
liquidation;
• has been officially charged or sanctioned by the statutory or regulatory
authorities;
• has been disqualified by a court from serving on a Board of Directors, a
Management Board or a Supervisory Board of a company issuing stock or from
acting in the management or the conduct of such a company’s aff airs.
On January 22, 2014, Financière du Perguet and Financière de l’Odet were sen-
tenced together with Vincent Bolloré in connection with their acquisition
(excluding any personal acquisition) of a 3% interest in Premafin, an Italian
company, to an administrative fi ne in the amount of 1 million euros each plus a
requirement not to hold corporate offi ces in Italy for an eighteen-month period,
which was without eff ect as none of them held such offi ce at that date, pursuant
to articles 187 ter and 187 quinquies of the legislative decree no. 58/1998 (Testo
Unico della Finanza).
14.2. CONFLICTS OF INTEREST
To the best of the company’s knowledge, on the date of this registration docu-
ment, no potential conflict of interest exists between the company and its
directors in respect of the duties they owe to the company and/or their private
interests.
(1) Listed company.
66 BLUE SOLUTIONS
15. Compensation and benefits of company officers
15. Compensation and benefi ts of company offi cersTotal gross compensation and benefi ts of all kinds paid directly or indirectly during the year to each company offi cer holding offi ce at December 31, 2016, by the
company itself, by the companies controlled by the company, by the companies controlling the company in which the offi cer’s mandate was exercised and by the
companies controlled by the company or companies controlling the company in which the offi cer’s mandate was exercised.
Information is sent within the framework of recommendation no. 2009-16 of the Autorité des marchés fi nanciers, the guide to compiling registration documents
(document created on December 10, 2009 and modifi ed on December 17, 2013, December 5, 2014 and April 13, 2015).
15.1. SUMMARY TABLE OF COMPENSATION, OPTIONS AND SHARES GRANTED TO EXECUTIVES COMPANY OFFICERS
(in euros) 2015 fi scal year 2016 fi scal year
Vincent Bolloré, Chairman of the Board of Directors
Compensation due for the fi scal year 2,910,138 2,510,138
Value of options granted during the fi scal year – –
Value of performance shares granted during the year – 950,400
TOTAL 2,910,138 3,460,538
Gilles Alix, Chief Executive Offi cer
Compensation due for the fi scal year 1,611,719 1,607,319
Value of options granted during the fi scal year – –
Value of free shares granted during the fi scal year 950,400
TOTAL 1,611,719 2,557,719
15.2. SUMMARY TABLE OF COMPENSATION OF EACH EXECUTIVE COMPANY OFFICER
(in euros)
2015 fi scal year 2016 fi scal year
Due Paid Due Paid
Vincent Bolloré, Chairman of the Board of Directors
Fixed compensation(1) 1,499,000 1,499,000 1,499,000 1,499,000
Other compensation(2) 1,350,000 1,350,000 950,000 950,000
Annual variable compensation – – – –
Extraordinary compensation – – – –
Directors’ fees 54,610 54,610 54,610 54,610
Contributions in kind 6,528 6,528 6,528 6,528
TOTAL 2,910,138 2,910,138 2,510,138 2,510,138
Gilles Alix, Chief Executive Offi cer
Fixed compensation(3) 1,501,300 1,501,300 1,501,300 1,501,300
Other compensation – – – –
Annual variable compensation(4) 102,000 102,000 97,000 97,000
Extraordinary compensation – – – –
Directors’ fees 2,944 2,944 3,544 3,544
Contributions in kind 5,475 5,475 5,475 5,475
TOTAL 1,611,719 1,611,719 1,607,319 1,607,319
(1) Compensation paid by Bolloré Participations, which, under an agreement for Chairman services, invoiced Bolloré a sum corresponding to 75% of the total cost (including contributions),
of the compensation received by Vincent Bolloré. The fi xed compensation of Vincent Bolloré has not changed since 2013.
(2) In 2016, Vincent Bolloré received compensation from Financière du Champ de Mars, Nord-Sumatra Investissements and Plantations des Terres Rouges, non-French companies controlled
by Bolloré, in the form of bonuses. The bonuses represent a proportion of profi ts granted as compensation to directors.
(3) In 2016, Gilles Alix received fi xed compensation as an employee of Bolloré.
(4) In 2016, Gilles Alix, the Group’s Chief Executive Offi cer, received variable compensation of 97,000 euros from Bolloré. This was based 70% on the operating income of the Group and 30%
on external growth transactions. The specifi c level of achievement of this criterion is not made public for reasons of confi dentiality.
67REGISTRATION DOCUMENT 2016
15. Compensation and benefits of company officers
15.3. TABLE OF DIRECTORS’ FEES AND OTHER COMPENSATION RECEIVED BY NON-EXECUTIVE COMPANY OFFICERS
(in euros) Amounts paid in 2015 Amounts paid in 2016
Cyrille Bolloré
Directors’ fees 58,396 56,110
Bonuses 90,000 790,000
Contributions in kind 3,996 3,996
Other compensation(1) 1,100,000 1,095,211
Sébastien Bolloré
Directors’ fees 45,660 45,660
Contributions in kind 2,196 2,196
Other compensation(2) 251,300 206,300
Marie Bolloré
Directors’ fees – 51,160
Contributions in kind – 2,268
Other compensation(3) – 149,547
Didier Marginèdes, Vice-Chairman
Contributions in kind 3,156 3,156
Other compensation(4) 482,111 502,250
Virginie Courtin
Directors’ fees 20,000 20,000
Valérie Hortefeux
Directors’ fees 20,000 20,000
Jean-Louis Milin
Directors’ fees 20,000 20,000
Martine Studer
Directors’ fees 73,700 135,486
TOTAL 2,170,515 3,103,340
(1) In 2016, Cyrille Bolloré received fi xed compensation of 945,211 euros as an employee of Bolloré Transport & Logistics Corporate and in his capacity as Deputy Chief Executive Offi cer of Bolloré
and variable compensation of 150,000 euros.
(2) In 2016, Sébastien Bolloré received fi xed compensation of 171,300 euros and variable compensation of 35,000 euros as an employee of Bolloré.
(3) In 2016, Marie Bolloré received compensation of 149,547 euros as an employee of Bluecar and Blue Solutions, including fi xed compensation of 129,167 euros and variable compensation
of 20,380 euros.
(4) In 2016, Didier Marginèdes received compensation as an employee of Blue Solutions, of which 391,300 euros was fi xed compensation and 110,950 euros was variable compensation.
15.4. SHARE SUBSCRIPTION AND PURCHASE OPTIONS GRANTED DURING THE PERIOD TO EACH EXECUTIVE
COMPANY OFFICER BY THE ISSUER AND BY ANY GROUP COMPANY
None.
15.5. SHARE SUBSCRIPTION AND PURCHASE OPTIONS EXERCISED DURING THE PERIOD BY EACH EXECUTIVE
COMPANY OFFICER
None.
15.6. SHARE SUBSCRIPTION AND PURCHASE OPTIONS EXERCISED DURING THE PERIOD BY NON-EXECUTIVE
COMPANY OFFICERS
None.
68 BLUE SOLUTIONS
15. Compensation and benefits of company officers
15.7. PERFORMANCE SHARES GRANTED DURING THE PERIOD TO EACH EXECUTIVE COMPANY OFFICER
Name of the
company offi cer
No. and date
of plan
Number
of shares
granted
during
the
period
Value of
shares
according to
the method
used for the
consolidated
fi nancial
statements Vesting date
Availability
date Performance conditions
Vincent Bolloré Bolloré plan
September 1,
2016
320,000 950,400 September 2,
2019
September 2,
2019
Aggregate operating income between 2016 and
2018 (inclusive) of 1.8 billion euros at constant
scope is set as the target threshold for the vesting
of all the shares granted.
If aggregate operating income over the period is less
than 1.8 billion euros at constant scope, the number
of shares granted will be reduced by one fi ft h for
every 100 million euros below said threshold of
operating income of 1.8 billion euros.
If operating income at constant scope for the
reference period does not reach 1.4 billion euros,
no shares will be vested.
Fair value of the share set at 2.97 euros
TOTAL 320,000 950,400
15.8. PERFORMANCE SHARES GRANTED DURING THE PERIOD TO NON-EXECUTIVE COMPANY OFFICERS
Name of the
company offi cer
No. and date
of plan
Number
of shares
granted
during
the
period
Value of
shares
according to
the method
used for the
consolidated
fi nancial
statements Vesting date
Availability
date Performance conditions
Cyrille Bolloré Bolloré plan
September 1,
2016
320,000 950,400 September 2,
2019
September 2,
2019
Aggregate operating income between 2016 and
2018 (inclusive) of 1.8 billion euros at constant
scope is set as the target threshold for the vesting
of all the shares granted.
If aggregate operating income over the period is less
than 1.8 billion euros at constant scope, the number
of shares granted will be reduced by one-fi ft h for
every 100 million euros below said threshold of
operating income of 1.8 billion.
If operating income at constant scope for the
reference period does not reach 1.4 billion euros,
no shares will be vested.
Fair value of the share set at 2.97 euros
TOTAL 320,000 950,400
15.9. FREE SHARES GRANTED DURING THE PERIOD TO EACH EXECUTIVE COMPANY OFFICER
Name of the company offi cer No. and date of plan
Number of shares granted
during the period
Value of shares
according to the
method used for the
consolidated fi nancial
statements Vesting date Availability date
Gilles Alix Bolloré plan
September 1,
2016
320,000 950,400 September 2,
2019
September 2,
2019
Fair value of the share set at 2.97 euros
TOTAL 320,000 950,400
69REGISTRATION DOCUMENT 2016
15. Compensation and benefits of company officers
15.10. FREE SHARES GRANTED DURING THE PERIOD TO NON-EXECUTIVE COMPANY OFFICERS
Name of the company offi cer No. and date of plan
Number of shares granted
during the period
Value of shares
according to the method
used for the
consolidated fi nancial
statements Vesting date Availability date
Sébastien Bolloré Bolloré plan
September 1, 2016
64,000 190,080 September 2, 2019 September 2, 2019
Marie Bolloré Bolloré plan
September 1, 2016
64,000 190,080 September 2, 2019 September 2, 2019
Fair value of the share set at 2.97 euros
TOTAL 128,000 380,160
15.11. PERFORMANCE SHARES THAT BECAME AVAILABLE DURING THE PERIOD FOR EACH EXECUTIVE COMPANY OFFICER
Name of the
company offi cer
No. and date
of plan
Number of shares
granted during the
period Vesting conditions
Vincent Bolloré Bolloré plan
May 21, 2012
500,000 Aggregate operating income between 2012 and 2015 (inclusive) of 1 billion euros is set as the
target threshold for the vesting of all the shares granted.
If aggregate operating income over the period had been less than 1 billion euros, the number
of shares granted would have been reduced by 1,000 for every 50 million euros below said
threshold. If operating income had not reached 800 million euros, no shares would have been
vested.
TOTAL 500,000
15.12. FREE SHARES THAT BECAME AVAILABLE DURING THE PERIOD FOR EACH EXECUTIVE COMPANY OFFICER
Name of the
company offi cer
No. and date
of plan
Number of shares
granted during the
period Vesting conditions
Gilles Alix Bolloré plan
May 21, 2012
250,000 Presence condition until the end of the four-year vesting period (May 21, 2016)
TOTAL 250,000
15.13. FREE SHARES THAT BECAME AVAILABLE DURING THE PERIOD FOR NON-EXECUTIVE COMPANY OFFICERS
Name of the
company offi cer
No. and date
of plan
Number of shares
granted during the
period Vesting conditions
Cyrille Bolloré Bolloré plan
May 21, 2012
100,000 Presence condition until the end of the four-year vesting period (May 21, 2016)
TOTAL 100,000
15.14. REDEEMABLE WARRANTS FOR THE SUBSCRIPTION AND/OR PURCHASE OF SHARES (BSAAR) SOLD DURING
THE PERIOD BY EACH EXECUTIVE COMPANY OFFICER
None.
70 BLUE SOLUTIONS
15. Compensation and benefits of company officers
15.15. REDEEMABLE WARRANTS FOR THE SUBSCRIPTION AND/OR PURCHASE OF SHARES (BSAAR) SOLD DURING
THE PERIOD BY NON-EXECUTIVE COMPANY OFFICERS
None.
15.16. HISTORY OF THE GRANTS OF SHARE SUBSCRIPTION OPTIONS
None.
15.17. HISTORY OF FREE SHARE GRANTS
Bolloré 2012(1) Bolloré 2016 Havas 2014 Havas 2016 Blue Solutions 2014
Date of Meeting June 10, 2010 June 3, 2016 June 5, 2013 May 10, 2016 May 10, 2016 August 30, 2013 August 30, 2013
Date of Board of
Directors’ meeting
August 31,
2010 September 1, 2016 January 29, 2014 May 10, 2016 July 21, 2016 January 7, 2014 January 7, 2014
Total number of
shares that could
be granted: 24,700,000 4,131,200 2,465,000 2,784,000 148,500 380,000
Total number of free
shares granted to
company offi cers: 350,000 448,000 0 0 0 0 15,000 0
– Cyrille Bolloré 100,000 0 0 0 0 0 15,000 0
– Gilles Alix 250,000 320,000 0 0 0 0 0 0
– Sébastien Bolloré 0 64,000 0 0 0 0 0 0
– Marie Bolloré 0 64,000 0 0 0 0 0 0
Grant date May 21, 2012 September 1, 2016 January 29, 2014 May 10, 2016 May 10, 2016 July 21, 2016 January 8, 2014 April 7, 2014
Vesting date of shares May 21, 2016 September 2, 2019 April 29, 2018 May 10, 2020 May 10, 2019 July 21, 2020 January 8, 2018 April 7, 2018
Date of end of
holding period May 21, 2018 September 2, 2019 April 29, 2018 May 10, 2020 May 10, 2019 July 21, 2020 January 8, 2020 April 7, 2020
Subscription price(in euros) 1.36 2.97 5.10 6.49 6.70 6.51 17.29 24.42
Exercising terms Lock-up
2 years immediate immediate immediate immediate immediate Lock-up 2 years
Lock-up
2 years
Number of free
shares granted 2,227,500 4,131,200 2,465,000 2,494,000 200,000 147,960 339,500 13,500
Number of free
shares canceled 50,000 0 474,000 43,000 0 15,960 20,000 0
Number of free
shares vested 2,177,500 0 0 0 0 0 0 0
Number of free
shares remaining at
December 31, 2016 0 4,131,200 1,991,000 2,451,000 100,000 132,000 319,500 13,500
(1) Following the decision by Bolloré’s General Meeting on November 27, 2014 to split the par value of Bolloré’s shares by 100, the number of shares was adjusted, as was the subscription price.
15.18. HISTORY OF GRANTS OF REDEEMABLE WARRANTS FOR THE SUBSCRIPTION AND/OR PURCHASE OF SHARES
(BSAAR)
None.
71REGISTRATION DOCUMENT 2016
15. Compensation and benefits of company officers
15.19. HISTORY OF PERFORMANCE SHARE GRANTS
Fiscal year 2016 Bolloré 2012(1) Bolloré 2016 Blue Solutions 2014 Havas 2015 Havas 2016
Date of Meeting June 10, 2010 June 3, 2016 August 30, 2013 June 5, 2013 June 5, 2013 June 5, 2013
May 10,
2016
Date of Board of Directors’
meeting August 31, 2010
September 1,
2016 January 7, 2014
January 19,
2015
March 19,
2015
August 27,
2015
May 10,
2016
Total number of shares that
could be granted: 24,700,000 4,131,200 380,000 2,420,000 70,000 121,000 2,784,000
Total number of
performance shares granted
to company offi cers: 500,000 640,000 25,000 0 0 0 0
– Vincent Bolloré 500,000 320,000 0 0 0 0 0
– Cyrille Bolloré 0 320,000 0 0 0 0 0
– Gilles Alix 0 0 25,000 0 0 0 0
Grant dates
May 21, 2012
September 1,
2016 January 8, 2014
January 19,
2015
March 19,
2015
August 27,
2015
May 10,
2016
Vesting date
May 21, 2016
September 2,
2019 January 8, 2018
April 19,
2019
June 19,
2019
November 27,
2019
May 10,
2020
Date of end of holding
period May 21, 2018
September 2,
2019 January 8, 2020
April 19,
2019
June 19,
2019
November 27,
2019
May 10,
2020
Subscription price (in euros) 1.36 2.97 17.29 5.89 6.74 6.59 6.49
Exercising terms Lock-up 2 years immediate Lock-up 2 years immediate immediate immediate immediate
Number of performance
shares granted 500,000 640,000 25,000 2,420,000 70,000 119,960 90,000
Number of performance
shares canceled 0 0 0 229,000 0 25,440 0
Number of performance
shares vested 500,000 0 0 0 0 0 0
Number of performance
shares at December 31, 2016 0 640,000 25,000 2,191,000 70,000 94,520 90,000
(1) Following the decision by Bolloré’s General Meeting on November 27, 2014 to split the par value of Bolloré’s shares by 100, the number of shares was adjusted, as was the subscription price.
15.20. SHARE SUBSCRIPTION OPTIONS GRANTED TO THE TOP TEN NON-COMPANY OFFICER EMPLOYEE BENEFICIARIES
AND OPTIONS EXERCISED BY THEM
None.
15.21. FREE SHARES GRANTED TO THE TOP TEN NON-COMPANY OFFICER EMPLOYEE BENEFICIARIES
AND THAT BECAME AVAILABLE TO THEM
None.
15.22. REDEEMABLE WARRANTS FOR THE SUBSCRIPTION AND/OR PURCHASE OF SHARES (BSAARS) GRANTED
TO THE TOP TEN NON-EXECUTIVE COMPANY EMPLOYEES AND EXERCISED BY THEM
None.
15.23. PERFORMANCE SHARES GRANTED TO THE TOP TEN EMPLOYEE BENEFICIARIES (NON-COMPANY OFFICERS)
THAT BECAME AVAILABLE TO THEM
None.
72 BLUE SOLUTIONS
16. Functioning of the Board and management
15.24. EMPLOYMENT CONTRACT, SPECIFIC RETIREMENT SCHEME, SEVERANCE PAY AND NON-COMPETITION CLAUSE
2016 fi scal year
Employment
contract
Supplementary
retirement scheme
Compensation or benefi ts due or which may
become due in the event of terminating or
changing company offi cer functions
Compensation relating to
a non-competition clause
Yes No Yes No Yes No Yes No
Vincent Bolloré
Chairman of the Board of Directors
Term start date: June 3, 2016
Term end date: December 31, 2018 • • • •
Gilles Alix
Chief Executive Offi cer
Term start date: June 3, 2016
Term end date: December 31, 2018 • • • •
16. Functioning of the Board and management
16.1. TERMS OF OFFICE OF DIRECTORS
Appointment dates and dates of expiry of the directors’ terms of offi ce are given
in section 14.1.2.
16.2. INFORMATION ON SERVICE AGREEMENTS BETWEEN
MEMBERS OF THE ADMINISTRATIVE AND
MANAGEMENT BODIES AND THE ISSUER OR ONE
OF ITS SUBSIDIARIES AND PROVIDING FOR THE
GRANTING OF BENEFITS AT THE END OF SUCH
AN AGREEMENT
There is no service agreement between the people referred to above.
16.3. INFORMATION ON THE AUDIT COMMITTEE AND THE
COMPENSATION AND APPOINTMENTS COMMITTEE
THE AUDIT COMMITTEE
At its meeting of August 30, 2013, the Board of Directors decided to set up an
Audit Committee.
The Audit Committee’s bylaws, which stipulate its remit and its working arrange-
ments, were approved by the Board of Directors at its meeting of March 20, 2014.
The bylaws of the Audit Committee were revised at the Board of Directors meet-
ing of September 1, 2016 so as to include the new duties of the committee
defi ned in ordinance no. 2016-315 of March 17, 2016 with regard to the Statutory
Auditors.
The Audit Committee consists of two independent directors:
• Jean-Louis Milin, Chairman;
• Valérie Hortefeux, Committee member.
All members of the Audit Committee have fi nancial skills, which are assessed on
the basis of their professional experience and training.
The main tasks and achievements of the Audit Committee for the 2016 fi scal year
are set out in the Chairman’s report on internal control.
THE COMPENSATION AND APPOINTMENTS COMMITTEE
At its meeting of August 30, 2013, the Board of Directors set up a Compensation
and Appointments Committee consisting of three members:
• Valérie Hortefeux, Chairperson;
• Jean-Louis Milin, Committee member;
• Martine Studer, Committee member;
appointed for the duration of their respective terms of offi ce as directors.
The bylaws of the Compensation and Appointments Committee, setting out the
committee’s remit and methods of operation, were approved by the Board of
Directors at its meeting of January 7, 2014.
The main tasks and achievements of the Compensation and Appointments
Committee for fi scal year 2016 are set out in the Chairman’s report on internal
control.
16.4. CORPORATE GOVERNANCE REGIME
The Group refers to the French Corporate Governance Code for listed companies
established by the Afep and the Medef. In November 2016 the Afep and the
Medef made a new revision to this Code.
Aft er having voted on numerous occasions on the application of the provisions
of the French Corporate Governance Code, at its meeting on March 23, 2017, aft er
reviewing the application guide for the December 2016 revision of the Afep-
Medef Code, the Board of Directors re-examined some of its provisions and
affi rmed that the company would continue to apply the Afep-Medef Corporate
Governance Code.
The Afep-Medef Code revised in November 2016 introduces a distinction
between executive company officers (Chairman/Chief Executive Officer, Chief
Executive Offi cer, Deputy Chief Executive Offi cer, Chairman and members of the
Executive Board, General Manager of a Limited partnership) and non-executive
company offi cers (Chairman separate from the Board of Directors and Chairman
of the Supervisory Board of limited liability companies run by a Management
Board or of limited partnerships).
The recommendations in the Code therefore need to be looked at in terms of the
precise nature of the position held, with the understanding that “executive com-
pany offi cer” refers to all the executives listed above and that “company offi cer”
refers to these same executives, as well as to members of the Board of Directors
and members of the Supervisory Board.
RECOMMENDATIONS SUBJECTED TO A SPECIFIC REVIEW
HOLDING PERIOD OF SHARES
At its meeting of March 23, 2017, the Board of Directors noted that the minimum
number of company shares that executive company offi cers are required to hold,
as decided by the Board at its meeting of March 20, 2014 (i.e. 500 shares), had
been met.
CONCURRENT OFFICES HELD
At its meeting of March 23, 2017, the Board of Directors, aft er reviewing the rules
on the concurrent holding of offi ces, reexamined the situation of Gilles Alix, Chief
Executive Offi cer, and Vincent Bolloré, Chairman of the Board of Directors. The
Afep-Medef Code lays down separate rules for the concurrent holding of offi ces
depending on the capacity in which the offi cer is acting.
For executive company offi cers, article 18 of the Afep-Medef Code states that the
number of directorships that may be exercised by the executive company offi cer
in listed companies outside his or her Group, including non-French companies,
should be limited to two, it being specifi ed that the limit of two offi ces does not
apply “to directorships held by an executive company offi cer in subsidiaries and
shareholdings, held alone or together with others, of companies whose main
activity is to acquire and manage such shareholdings”.
73REGISTRATION DOCUMENT 2016
16. Functioning of the Board and management
The application guide for the Afep-Medef Code published in December 2016
confi rmed the clarifi cations previously made to the application of this exception,
namely that:
• it is attached to a person, in view of the time that he or she is in a position to
devote to exercising a directorship;
• it concerns persons who hold a position of executive company offi cer in a listed
company whose main activity is to acquire or manage shareholdings;
• it applies to each of the listed companies in which the executive company
offi cer holds a directorship, whenever they are subsidiaries and shareholdings,
directly or indirectly held solely or in concert by the company whose main
activity is to acquire or manage shareholdings in which he or she exercises a
term of offi ce of executive company offi cer;
• it does not apply to an executive company offi cer of a listed company whose
main activity is not to acquire or manage holdings (i.e. an operating company)
with regard to their offi ces held in listed companies in which a subsidiary of the
company in which they are an executive holds a stake and is itself a holding
company.
With regard to Gilles Alix, the Board of Directors noted that the listed companies
in which he holds a directorship are companies that form part of the Bolloré
Group and, consequently, his situation is compliant with the rules in the Afep-
Medef Code on concurrent offi ces.
Regarding Vincent Bolloré, the Board noted:
• he holds offi ces within the entities of his Group, which must be understood as
including all of the companies under the same control. In this respect, since
Vincent Bolloré acts as Chairman and Chief Executive Officer of Bolloré
Participations, the company with fi nal control of the Group, all of his Board
memberships within the Group are exempted. The Board considers that the
rules relating to concurrent offi ces held must be assessed from an overall per-
spective at the Group level, starting from the parent company and descending
from there.
A contrary interpretation would lead to a diff erent accounting of the number of
offi ces held by Vincent Bolloré according to the level of the individual rank in
the Group’s organization chart;
• that the directorships held by Vincent Bolloré in listed entities outside his
Group fall within the exemption, except for those for which Bolloré does not
hold enough of the share capital to characterize them as either subsidiaries or
equity investments.
Accordingly, the offi ces held by Vincent Bolloré in the companies of the Socfi n
Group, which is 38.8% owned by the Bolloré Group, fall within the exemption
set forth in the Afep-Medef Code. The same applies to the offi ce held within
Vivendi, in view of the threshold of share capital ownership by the Bolloré
Group.
In fact, Vincent Bolloré, as an executive company offi cer of the Bolloré com-
pany, whose primary function is to acquire or manage company holdings, may
hold positions in entities outside his Group as long as they are Bolloré subsidi-
aries or holdings (direct or indirect).
Accordingly, Vincent Bolloré’s situation is compliant with the Afep-Medef provi-
sions on concurrent offi ces held.
The Board, at its meeting of March 23, 2017, also took offi cial note of the com-
pliance of the situation of its executive company offi cers with regard to the
provisions of article L. 225-94-1 of the French company law (Code de com-
merce) on concurrent offices held, as amended by law no. 2015-990 of
August 6, 2015 on growth, activity and equal economic opportunities, also
known as the “Macron law”.
Finally, the Board notes that, in accordance with recommendation 18.2 of the
Afep-Medef Code, the executive company offi cers must obtain the opinion of
the members of the Board prior to accepting a new term of offi ce in a listed
company outside their Group.
BYLAWS OF THE BOARD OF DIRECTORS
Shares owned and held by directors
At its meeting on March 20, 2014, the Board of Directors adopted, in its bylaws,
provisions relative to the requirement that directors hold and retain shares.
In compliance with the provisions of the bylaws, each director is required to
allocate at least 10% of the directors’ fees received for performing their duties to
the purchase of Blue Solutions securities until the consideration for their num-
ber of shares reaches the equivalent of one year’s installment of directors’ fees
received.
DEFINITION OF INDEPENDENT DIRECTOR
Under the terms of article 8.4 of the Afep-Medef Code, it is the Board’s responsi-
bility, on the proposal from the Compensation and Appointments Committee, to
approve the defi nition of independent director each year.
Accordingly, at the March 23, 2017 meeting called to vote on the criteria set forth
in the Afep-Medef Code, the Board, in consideration of the Group’s circum-
stances, decided to confi rm the analyses it had previously performed.
Thus, for the determination of the status of independent director, it was decided:
• to set aside the length of service criterion of twelve years since the sole crite-
rion of the term of a director’s duties does not as such call his independence
into question.
Irrespective of the term of the director’s duties, the Board of Directors values
the personal qualities, experience, and industrial and fi nancial expertise ena-
bling the director to give useful opinions and advice through exchanges in
which each director can express his or her position.
Moreover, the Board considers that the length of service improves understand-
ing of the Group, its history and its different business lines within a Group
comprising many very technical business lines on an international scale.
The perfect understanding of the Group by a director through his length of
service is a major asset, particularly when examining the strategic direction of
the Group, or the implementation of complex projects and/or cross-cutting
projects within the Group. A length of service of twelve years could in no way be
associated with a loss of independence;
• to consider that acting as a director in another company within the Group does
not call a director’s independence into question.
The Board feels that the Bolloré Group, controlled by the founding family, is
unusual in that it is diversifi ed across a number of businesses, with operations
in France and abroad.
One of the Group’s strategic directions is to optimize and develop synergies
between its various businesses.
In order to implement this strategy, it is necessary to have high-level manage-
rial expertise combined with in-depth knowledge of all the Group’s businesses
and understanding of any geopolitical issues critical to the international
operations.
The appointment of certain directors to a number of Group companies refl ects
the Group’s desire to take advantage of the expertise of men and women who
not only fully understand the businesses but also contribute to the Group’s
results.
In this respect, the Board believed that the appointment of an independent
director in another Group company compromises his or her freedom of judg-
ment and critical thinking, except in specifi c circumstances.
However, as far as Blue Solutions is concerned, the Board considers that acting
as a director in Bolloré prevents said director from being described as inde-
pendent in the company.
In addition, aft er reviewing the recommendation of the High Committee on
Corporate Governance (HCGE), quoted verbatim in the application guide for the
Afep-Medef Code published in December 2016, the Board of Directors stated
that directors who carry out functions within both the parent company and a
subsidiary thereof will be invited to refrain from participating in the decisions
of the parent company’s board regarding the subsidiary if a situation of confl ict
of interest occurs between the companies.
To be considered independent, a director must not:
• be an employee or executive company officer of the company, the parent
company or a company fully consolidated by it or have been one within the last
five years, be an employee or executive officer of the company, the parent
company or a company fully consolidated by it or have been one within the last
fi ve years;
74 BLUE SOLUTIONS
16. Functioning of the Board and management
• be a client, supplier, investment banker or corporate banker:
– signifi cant to the company or its Group,
– or for which the company or its Group represent a signifi cant proportion of the
business;
• have a close family tie with a company offi cer;
• have been an auditor of the company within the previous fi ve years.
The provisions of the French Corporate Governance Code for listed companies
not applied by our company are set out in a summary table included in the
Chairman’s report on the composition of the Board and application of the princi-
ple of balanced representation of women and men on the Board, the conditions
for preparing and organizing the Board’s work, and the internal control and risk
management procedures.
REVIEW OF THE INDEPENDENCE OF DIRECTORS
In accordance with the independence criteria confirmed by the Board of
Directors at its meeting of March 23, 2017, among the nine members of the
Board of Directors, Valérie Hortefeux, Virginie Courtin and Jean-Louis Milin are
considered independent.
The summary hereinaft er shows the situation (compliant or not) of the directors
in relation to the criteria defi ned by the Afep-Medef Code in relation to directors’
independence.
Independent offi cers
Virginie Courtin
Valérie Hortefeux
Jean-Louis Milin
ASSESSMENT OF THE MATERIALITY OF A BUSINESS RELATIONSHIP WITH A DIRECTOR
On March 23, 2017, on the proposal of the Compensation and Appointments
Committee, the Board of Directors decided that the materiality of business rela-
tionships must not be assessed based solely on the amount of the business
transactions that might be entered into between the Bolloré Group and the
company (or group) in which the relevant director might have another role. At its
meeting of March 19, 2015, the Board of Directors deemed that the materiality
threshold of such business relationships is achieved if the amount of commer-
cial transactions exceeds 1% of the total turnover of the Group for a given fi scal
year.
The Board, at its meeting of March 23, 2017 decided, pursuant to the provisions
of AMF recommendation no. 2010-02, amended on December 22, 2015, to give
priority to multiple criteria in the process of assessing the materiality of a busi-
ness relationship with a director, particularly the duration of the relationship, any
potential economic dependence and the fi nancial conditions in relation to mar-
ket prices, the position of the offi cer in question in the contracting company and
his or her involvement in the application or execution of the business
relationship.
The Board has noted that none of the directors considered to be independent
have direct or indirect material business relationships with the Group.
MANAGING CONFLICTS OF INTEREST
Section 19 of the Afep-Medef Code, “Ethical rules for directors,” provides that a
director must inform the Board of any confl ict of interest, even potential, and
must abstain from voting on that issue.
From this, the Board fi rst retained the disclosure requirement for confl icts of
interest, even if only potential, given that the directors must, at a minimum,
declare the absence of any confl ict of interest each year when the registration
document is draft ed. In addition, directors must refrain from voting on any mat-
ter that may be aff ected by a confl ict of interest.
The bylaws of the Board of Directors are available on the company’s website at
www.blue-solutions.com.
OTHER RECOMMENDATIONS
Compensation
Vincent Bolloré, Chairman of the Board of Directors, and Gilles Alix, Chief
Executive Offi cer, do not receive any compensation from the company. The rec-
ommendations of the Afep-Medef Code of Corporate Governance concerning the
compensation paid to company offi cers were applied, both in the standardized
presentation of the compensation package (see appendix 3 to the Afep-Medef
Code of Corporate Governance) and in the submission of these packages to the
approval of the shareholders (Say on Pay: resolutions 7 and 8).
Balance in the Board’s composition
The company complies with the calendar set by law and the Afep-Medef Code
concerning the balanced representation of men and women on Boards of
Directors. At the date of this registration document, the Board has nine mem-
bers, including four women (see inside front cover).
16.5. ORGANIZATION OF THE BOARD’S WORK,
EVALUATION OF THE BOARD’S OPERATION
AND WORKING METHODS, AND RULES ON
THE DISTRIBUTION OF DIRECTORS’ FEES
The organization of the Board’s work, evaluation of the Board and the distribu-
tion of directors’ fees are described in the Chairman’s report on internal audit (in
the notes to this registration document).
75REGISTRATION DOCUMENT 2016
17. Information on the social and environmental responsibility
17. Information on the social and environmental responsibility of Blue Solutions
17.1. CHALLENGES AND STRATEGY
17.1.1. TRENDS SHAPING OUR MARKETS
17.1.1.1. The development of electrical mobility
Evolution of the European market for electric vehicles
2014
2015
2016
Norway
Franc
e
Germ
any
Unite
d Kin
gdom
The N
ethe
rland
s
Switzer
land
Austri
a
Denm
ark
Italy
Sweden
Belgiu
mSpain
Other
0
5,000
10,000
15,000
20,000
25,000
30,000
(Source: Avere.)
France was the fi rst market in Europe to see over 100,000 electric vehicles on the road. That was in 2010. In 2016 it became the fi rst European market (ahead of
Norway) to see over 27,000 electric vehicles sold.
The recent positive developments in the electric vehicle market are largely due to the appearance of lithium technology batteries. Blue Solutions has developed the
LMP® technology, which gives our Bluecars® a range of 250 kilometers in city driving. Blue Solutions continues to invest both in research and development and in
production capacity to meet the growth in demand.
17.1.1.2. Giving a larger share of the energy mix to renewable energies
The Paris COP21 Agreement, taking eff ect in 2020, comprises the agreements made by the signatory States to combat climate disruption (limiting the rise in temper-
atures to less than 2° C and trying to keep it to 1.5° C, spending 100 billion US dollars per year from now till 2020 to fi nance projects enabling countries to adapt to
climate change or to lower their greenhouse gas emissions [GHG], etc.). Under such circumstances the demand for sustainable mobility solutions by individuals and
businesses and renewable energy production to reduce GHG emissions are expected to continue to grow signifi cantly in coming years.
Annual average growth worldwide in renewable energy by type (from 1990 to 2014)
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
50%
1.9%
TPES
Renew
able
Solar p
hoto
volta
icW
ind
Biogaz
Solar th
erm
al
Biodies
els
Geoth
erm
al
Hydro
elect
ricity
Direct
coal
2.2%
46.2%
24.3%
13.2% 11.7% 10.4%
3.1% 2.5% 1.5%
(Source: IEA, Key renewable trends, 2016. TPES: Total Primary Energy Supply.)
76 BLUE SOLUTIONS
17. Information on the social and environmental responsibility
The climate challenge represents a major thrust of the Bolloré Group’s investments through its Electricity storage and solutions division, which had 310 million euros
in revenues in 2016, up 17%. To meet the various commitments made by the States in terms of combating climate change, the Bolloré Group off ers innovative, recog-
nized solutions through its lithium metal polymer (LMP®) battery such as car-sharing with all-electric vehicles, electric buses and stationary electricity storage systems
in order to foster greater adoption of renewable energy sources and electrical mobility, both in industrialized countries and in developing countries.
17.1.1.3.Increased energy demand and decentralized production
Growth in annual electricity generation capacity worldwide
0 0
50
100
150
200
250
50
100
150
200
250
300
350
400
450
500
Inve
stm
en
ts in
bil
lio
ns
of
do
lla
rs
Ca
pa
city
in G
W
Centralized generation capacity added(1) (GW)
Annual decentralized generation capacity added(2) (GW)
Total annual generation capacity added
Annual investments in decentralized generation capacity (billions of dollars)
(1) Electricity generation using large plants
(nuclear and coal-fi red plants, large dams, etc.).
(2) Electricity generation using small plants
(electrical generators, photovoltaic stations, etc.).
(Source: Rise of Distributed power, GE, 2014.)
Although 85% of the world’s population has access to electricity, there remain one billion people who do not. Bringing electricity to these people within a decentralized
electricity system has a cost which is not economically feasible. With the penetration of renewable energy (RE), decentralized generation solutions have appeared: the
micro-grid. These solutions facilitate energy access for these populations and make it possible to carry out industrial projects in regions remote from the network. The
portion of decentralized solutions is going to increase in the future to meet these problems. The intermittent nature of RE makes the addition of storage capacity
indispensable to these solutions in order to provide a supply of electricity 24/7. Between 2000 and 2020, the annual investment in decentralized solutions is going to
grow by a factor of ten and generation capacity by a factor of four.
17.1.2. MATERIALITY ANALYSIS
17.1.2.1. Process followed to perform a materiality analysis
The process undertaken with the help of an outside fi rm involved three stages:
• a survey of the CSR issues for each division, conducted using interviews with the CSR contributors and liaisons and by analyzing the action plans and indicators used;
• classifi cation of the issues by category (social, environmental, local development and human resources issues) and according to their impact on the Group and its
three divisions;
• cross-referencing these analyses with the data available in-house about the expectations of stakeholders (customers, employees, governments and NGOs).
17.1.2.2. Materiality matrix and priority issues
At the completion of the process of preparing and analyzing the materiality matrix, thirteen issues were identifi ed, six of which were rated as priorities for the Group.
Matrix of priority issues
CSR priorities
for Bolloré
–Low
maturity
+High
maturity
– Not very signifi cant + Highly signifi cant
2 Fair commercial practices (societal issues)
3 Proactivity and responsible purchasing practices (societal issues)
6 Attracting talent and building employee loyalty (HR issues)
7 Management and development of skills (HR issues)
9 Sustainable products and services (environmental issues)
13 Contribution to local development (local development issues)
12
10
11
13
8
4
3
9
67
21
5
77REGISTRATION DOCUMENT 2016
17. Information on the social and environmental responsibility
17.1.3. OUR CSR STRATEGY
Mapping the priority issues in this way made it possible to update the thrusts of
our CSR strategy to better refl ect the Group’s DNA and add value to its CSR initia-
tives. This updating should enable our stakeholders (employees, customers,
suppliers, investors and future employees) to better identify the Group’s practices
in conducting its business, its human resources policy and the promotion of its
employees, as well as its ability to innovate new products.
4 strategic thrusts
Innovating in response to major economic
and environmental changes
9 Sustainable products and services
10 Energy and carbon trajectory
11 Environmental risk management and compliance
12 Raw materials
Investing in men and women
5 Health and safety in the workplace
6 Attracting talent and building employee loyalty
7 Management and development of skills
8 Promoting diversity
Bringing the Group together around a shared corporate culture
and ethical standards
1 Human rights
2 Fair business practices
3 Proactivity and responsible purchasing practices
4 Protection of personal data
Taking action for local development
13 Contribution to local development
17.2. GOVERNANCE
17.2.1. CSR GOVERNANCE
Two bodies make up Group CSR governance: the Ethics, CSR and Sponsorship
Committee and the Group CSR Department
17.2.1.1. The Ethics, CSR and Sponsorship Committee
In 2014, the Group’s Ethics Committee became the Ethics and CSR Committee,
confi rming that ethics represents the foundation upon which the Group’s CSR
commitments are based. In 2016, sponsorship was put under the Group Ethics
and CSR Committee for better coordination of the Group’s social actions.
The committee consists of a Chairman from the Group’s Executive management,
the CEOs of the divisions, the Group HR Director, the Group Legal Director, the
Group Controller, the Group Ethics Director, the Director of Investor Relations, the
Deputy Director of Group Communications, the Head of Group philanthropy and
the Group CSR Director.
The purpose of the committee is to determine the areas in terms of ethics, CSR
and sponsorship where the heads of ethics, CSR and sponsorship will initiate
actions in 2017.
The committee meets once or twice a year to review the actions and plans
underway or completed and to determine new initiatives in the three areas.
17.2.1.2. CSR Department
The Group CSR Department is led by the Vice-Chairman of the Group, who is also
the Group’s Chief Financial Offi cer and member of the Board of Directors. He is
assisted by the Deputy Director of Group Communications and the Director of
Investor Relations. The Group CSR team relies on the CSR departments of the
divisions and their network of CSR delegates to carry out the Group’s CSR strategy
within each entity.
17.2.1.3. Network of data protection and liberties liaisons
The new shared-mobility services offered by the Group (Autolib’, Bluely and
Bluecub) are obliged to provide consumers with secure, eff ective processing of
their personal data so as to guarantee them complete privacy.
To do so, the Bolloré Group has inserted the following paragraph into its “Ethics
and Values Charter”: “The holders of confidential information commit to not
divulging it to unauthorized persons and to abstaining from its use, directly or
indirectly, for personal reasons.” In addition, to comply with the requirements of
the French national commission on data protection and liberties (acronym CNIL)
and of the European regulation on personal data, the Group has appointed a
Group data protection and liberties (CIL) liaison officer. The liaison set up an
internal group dedicated to the management of data processing that participates
in the CIL’s work, and is in particular responsible for:
• updating records concerning personal data processing that is exempt from
disclosure;
• submitting authorization requests to the CNIL;
• giving an opinion on the clauses included in contracts that relate to personal
data processing.
In 2015, the CIL Group continued work on the situational analysis of the process-
ing to be performed throughout the entire Group. The objective is to create a
network of CIL delegates who raise the awareness of and train employees on
these provisions.
17.2.2. STAKEHOLDER RELATIONS
The materiality analysis performed in 2016 made it possible to update a portion
of the stakeholder mapping. To carry out and develop this work, the Group
started a pilot project in its Electricity storage and solutions division. This project
should result in a more eff ective organization of the relations with the stakehold-
ers of this division. The work will continue into 2017.
International
organizations
Group
employees
NGOs
Area where
located
Shareholders
Suppliers
Customers
Regulatory
agencies
Labor
unions
Rating
agencies
and analysts
Local
authorities
Media
Blue Solutions
78 BLUE SOLUTIONS
17. Information on the social and environmental responsibility
17.3. PERFORMANCE
The materiality analysis conducted in 2016 identifi ed the priority issues facing
the Group and also some key performance indicators related to these issues. The
list of these key indicators should be proposed to the Ethics, CSR and
Sponsorship Committee in the course of 2017.
Blue Solutions, as a Bolloré Group subsidiary, will establish action plans for
tracking these indicators.
17.4. INNOVATING IN RESPONSE TO MAJOR ECONOMIC
AND ENVIRONMENTAL CHANGES
17.4.1. DEVELOPING AND DEPLOYING CLEAN, SMART TRANSPORTATION SYSTEMS
17.4.1.1. Materiality of the issue
Over the last twenty-plus years, the Bolloré Group has invested over 3 billion
euros and hired 2,000 people to develop its LMP® battery and its various applica-
tions, in order to provide innovative mobility and electricity storage solutions.
The various applications developed by the Group leverage sustainable develop-
ment in two ways: access to electric mobility (car-sharing, mass transit, electric
vehicles, etc.) and increased reliance on renewable energy in power generation
thanks to electricity storage.
17.4.1.2. Group policy
Developing new mobility products and servicesBlue Solutions works alongside the other Bolloré Group companies to roll out
electric car-sharing services based on LMP® technology. Blue Solutions and the
Bolloré Group are continuing their development eff orts in electric mobility by
off ering new products for mass transit: the 12-meter Bluebus, the Bluetram and
more.
17.4.1.3. 2016 Highlights
In 2016, the Bolloré Group continued to roll out its car-sharing products and
services throughout the world. Bluetorino opened in Turin at the start of the year.
The Group also won the bid in Singapore to install and operate a car-sharing
service with a fl eet that could grow to 1,000 vehicles and 2,000 charging termi-
nals. Lastly, the Group was selected by the City of Los Angeles to install and
operate car sharing in its downtown area.
In terms of mass transit, Bluebus delivered its fi rst 12-meter Bluebuses to RATP
in Paris and continued to sell its 6-meter model. This new market off ers promis-
ing outlets for Blue Solutions products.
17.4.2. INVESTING TO PROTECT THE ENVIRONMENT
17.4.2.1. Materiality of the issue
Improved energy performance by the Group’s facilities and machinery has
reduced its operating costs. Beyond the fi nancial impact, the issue for the Group
is to reduce the environmental impact of its activities and prevent pollution in
three major environmental aspects:
• greenhouse gas emissions;
• production of waste;
• ground, groundwater and subsurface water pollution.
17.4.2.2. Group policy
Measuring and reducing the environmental footprint of our sitesReducing the environmental impact of our sites is accomplished by means of an
environmental management system, the regular expansion of ISO 14001 certifi -
cation of our manufacturing plants and the analysis of the results of our mapping
of industrial and environmental risks (measuring waste, emissions, land use as
presented in chapter 4, “Risk factors”). This also enables us to list the preventa-
tive or remedial actions needed and is in fact a decision-making tool as to the
actions to undertake.
Waste managementThe Group pays close attention to tracking waste in the various sites in France
and abroad. The tracking concerns “hazardous” waste (which due to their reactiv-
ity, fl ammability, toxicity or other hazardous properties cannot be eliminated by
the same means as other waste without creating risks to people or the environ-
ment) and “non-hazardous” waste (which poses no threat to people or the envi-
ronment). An accurate listing of the sites makes this tracking an integral part of
the Group’s non-financial reporting. The reported results make it possible to
track the generation of hazardous and non-hazardous waste of each site and to
identify the portion reused or recycled.
As a manufacturing company, Blue Solutions’ plants generate waste classifi ed as
hazardous.
Measuring and reducing greenhouse gas emissionsEvery year Blue Solutions assesses the GHG emissions from its use of energy. In
2016, in accordance with current regulations, Blue Solutions began identifying
and measuring the main emissions vectors in scope 3.
17.4.2.3. 2016 significant events
Measuring and reducing the environmental footprint of our sitesEvery year Blue Solutions reviews its environmental risks. Once these have been
identifi ed, Blue Solutions prepares appropriate action plans to limit their scope.
The table of Blue Solutions’ environmental risks is available in chapter 4 of this
document.
Waste management
Hazardous and non-hazardous waste
(in tons) 2016 data 2015 data
Total quantity of hazardous waste evacuated 239.6 274.0
Share of waste recycled or recovered 200.8 220.6
Share of disposed waste 38.8 53.4
Total quantity of non-hazardous waste evacuated 434.4 435.6
Share of waste recycled or recovered 315.9 319.7
Share of disposed waste 118.5 115.9
79REGISTRATION DOCUMENT 2016
17. Information on the social and environmental responsibility
Developing stationary electricity storage solutionsIn partnership with Bluestorage, Blue Solutions develops energy storage and
smart management solutions for business, electricity grid operators and private
individuals. To test the potential of these solutions at full scale, a demonstrator
was put in operation at the Odet site in 2015.
The facility consists of six shelters, each equipped with twelve LMP® batteries. It
makes it possible to inject up to 1 megawatt (MW) of power every two hours, or
2 megawatt-hours (MWh) of energy, onto the electricity grid of the Blue Solutions
and Plastic fi lms division plants.
The purpose of this demonstrator is to test the ability of LMP® technology to
meet the load-shedding demands on the grid (i.e. to relieve the high-voltage grid
at peak periods when requested by the grid operator). In 2016, twelve requests
for reserve shedding capacity were made and four sheds were actually triggered
by the grid operator.
Measuring and reducing greenhouse gas emissionsIncreasing the production capacity of LMP® batteries continued into 2016.
Building on what was done in the fi rst phase of the plant inaugurated in 2013,
the design of this new machinery included systems for reducing environmental
impacts:
● Limitations on VOC (volatile organic compounds) waste
A new VOC treatment facility using thermal oxidation was commissioned in early
2016. It has operated very successfully in that all direct waste from the process
involved fi rst went through treatment. Total VOC waste of the battery plant during
2016 was 105 kg of carbon equivalent versus 250 kg in 2015.
● Energy effi ciency
The new facilities built were based on choosing machinery that was optimal in
terms of energy:
• high-performance engines equipped with speed regulators;
• heat recovery systems installed on VOC treatment and the cathode manufac-
turing process.
The successful inclusion of energy saving solutions in the design of the site was
also borne out by the regulatory energy audit conducted in December 2015.
● Measurements
The emissions factors applied come from the French Agency for the Environment
and Energy (ADEME) carbon base as of December 17, 2015.
Table of scope 1 and 2 GHG emissions
Greenhouse gas emissions
(in tons of CO2 eq.) 2016 data 2015 data
Greenhouse gas emissions associated with energy consumption scope 1(1) 1,448.30 1,468.59
Greenhouse gas emissions associated with energy consumption scope 2(2) 3,107.60 2,969.00
Greenhouse gas emissions associated with energy consumption scope 1 and 2 4,555.90 4,437.59
(1) Scope 1 corresponds to direct emissions, like energy consumption excluding electricity, fuel combustion, emissions from industrial processes and fugitive emissions (due to leaks in refrigerants,
for example).
(2) Scope 2 corresponds to indirect emissions associated with energy, such as electric consumption or steam, cold or heat consumption through distribution networks.
Blue Solutions’ principal sources of scope 3 emissions are:
• energy consumption from the use of Blue Solutions products;
• emissions associated with employees’ work travel, while not a major source,
are included in this calculation.
The data analyzed for employee travel are those for trips made by train and air-
plane. As a Bolloré Group subsidiary, Blue Solutions uses the same emissions
factors. For plane travel, the Bolloré Group distinguishes between medium-
distance (less than 2,000 km) and long-distance fl ights:
• for medium-distance fl ights the Group uses a per-fl ight emission factor of 100
to 180 passengers between 1,000 and 2,000 kilometers;
• for long-distance fl ights the Group uses an emission factor for fl ights of over
250 passengers between 8,000 and 9,000 kilometers (the estimate of an aver-
age fl ight in the Group scope of consolidation);
• for train travel, the diesel TER emission factor was used.
Data on energy consumption from the use of Blue Solutions products are not
available, due to the variety of our businesses and the resulting difficulty of
making calculations.
Table of scope 3 GHG emissions
(in tons of CO2 eq.) 2016
GHG emissions due to
employees’ work-related travel 503.17
17.5. INVESTING IN MEN AND WOMEN
As a recognized responsible employer, Blue Solutions makes labor relations a
priority in terms of human resources management. Convinced that it brings
innovation and progress, the Bolloré Group encourages constant, high-quality
dialogue with its staff .
In France, as in Canada, employees working in large industrial or commercial
structures are represented by independent trade-union organizations or by rep-
resentatives elected by the staff . Every year, negotiations are entered into and
agreements signed by labor and management on numerous issues. In 2016,
14 collective agreements were signed within the Blue Solutions scope:
• 2 agreements on compensation;
• 2 agreements on health and safety;
• 3 agreements on working conditions;
• 1 agreement on labor relations;
• 6 agreements on employee savings.
Among the nine agreements signed in France, one concerning working condi-
tions sets the commitments, actions and progress objectives in diff erent areas
such as hiring, access to employment, occupational training, and the relationship
between employees’ working and personal lives. In this agreement a variety of
measures were adopted, such as granting time off to an employee with a seri-
ously ill or disabled child.
17.5.1. HAVING A FIRST-RATE HEALTH AND SAFETY POLICY
17.5.1.1. Materiality of the issue
Providing its employees with proper health and safety is a key issue for the
Bolloré Group. At its sites Blue Solutions observes the same health and safety
standards as does the Bolloré Group.
80 BLUE SOLUTIONS
17. Information on the social and environmental responsibility
17.5.1.2. Group policy
Safety policyBlue Solutions follows HSE processes and standards at all of its locations. It
strives to have its HSE processes certifi ed to internationally recognized standards
and applied universally. Blue Solutions has achieved ISO 9001:2008 certifi cation
for its safety management.
Health and workplace risk reduction policyLike the Bolloré Group, Blue Solutions applies an effective worker protection
policy. It takes the form of programs of access to care and prevention where its
operations are located.
In addition, Blue Solutions pursues a policy for the prevention of harsh working
conditions. These commitments and actions build on the ongoing process for
preventing workplace risks that has been underway for several years, through the
automation of materials handling, investing in noise-abatement equipment and
measures to lessen uncomfortable postures.
This policy can be seen in the “watching your health” program (every employee
over the age of 50 receives an annual medical check-up), improved policies
dealing with mobility issues and adjustments made to workstations.
17.5.1.3. 2016 Highlights
Safety policyThe company’s Health, Safety, Quality and Environment Department enlists a
network of safety representatives at each industrial site. This department, as well
as the Human Resources Department, works closely with the occupational
physicians.
Table of workplace accidents
2015 2016
Number of workplace accidents 4 6
Frequency 6.4 8.67
Severity rate 0.24 0.08
Although the number of workplace accidents rose in 2016 over 2015, their
severity was less, resulting in shorter absences.
Reduction of occupational hazardsThe work situations that expose employees the most to occupational illness are
operational jobs on the production line. The most common pathologies are
musculoskeletal disorders of the dorsolumbar region. Several investments have
been made to reduce employees’ exposure to these occupational hazards and
with good outcomes. Specifi cally, this has involved:
• installing devices that aid handling and manipulation;
• steps taken to reduce arduous postures;
• capital expenditure in better noise protection.
• Blue Solutions has achieved ISO 9001:2008 certification for its safety
management.
The company policy is to treat the maximum of hardship factors arising (noise,
arduous postures, heavy lift ing, exposure to chemicals) with preventive measures
– protective, technical and organizational.
From 2013 to 2015 personally fi tted earplugs were provided. In 2016, the rules
for wearing earplugs were extended to dielectric transformers and packaging.
Blue Solutions has established a policy for the prevention of harsh working con-
ditions. These commitments and actions fi t into the ongoing, proactive preven-
tion process that has been in place for several years against workplace hazards
(health and safety policy and collaboration with the company physician, etc.).
This policy includes “health monitoring” (starting at age 50, all employees receive
annual check-ups), improved mobility management policies and adapted work-
stations. The following actions were taken:
• a joint analysis of harsh conditions by the Human Resources Department,
management and operating personnel;
• creation of individual forms to record exposure to harsh working conditions for
every relevant workstation;
• analysis of all of the harshness factors in the risk assessment of each worksta-
tion (since 2016);
• special measures in place for employees on non-stop operations (three shift s);
• in the form of early retirement (to off set the non-retroactivity of the harshness
personal account).
17.5.2. ATTRACTING TALENT AND BUILDING EMPLOYEE LOYALTY
17.5.2.1. Materiality of the issue
Blue Solutions is well aware that its development is directly linked to that of its
staff, and that their skills lie at the heart of its economic success. To remain
innovative and attentive to changes in its businesses, Blue Solutions has made
attracting and retaining talent a priority.
This concern is refl ected in the formalization of a consistent, equitable salary
policy Group-wide, in an energetic recruitment policy and in career management
support for its employees.
17.5.2.2. Group policy
A consistent and equitable salary policyTo remain competitive, equitable and foster motivation, Blue Solutions’ compen-
sation policy relies on two components. Compensation must not only be consist-
ent with the operating income and with the local market practices, but must also
steer individual eff orts toward the overall performance of Blue Solutions. It is
part and parcel of meeting the objective of being an employer of choice in order
to attract the new skills the Group needs and forms part of the corporate social
responsibility eff ort.
Accordingly, as part of these guidelines, compensation and recognition can take
various forms, whether monetary or non-monetary, particularly as part of social
benefi ts, to off er an inspiring overall package to employees, primarily centered
around:
• the fixed portion, which recognizes the skills and responsibilities of the
employee in performing his or her job duties and in his or her contribution to
the collective good;
• the variable portion, which compensates commitment and the achievement of
quantitative and qualitative objectives;
• deferred compensation schemes, such as profi t-sharing or incentives in France,
which compensate collective success, and provide a way of sharing the value
created by the company with its employees;
• employee benefi ts programs in terms of retirement, job protection and savings
plans;
• and non-monetary items designed to meet specifi c local needs and constitut-
ing socially responsible responses (health centers, work scheduling, etc.).
A dynamic recruitment policyIn a world of globalized competition, recruitment has become of strategic
importance for Blue Solutions. It has a decisive impact on the company’s perfor-
mance when it matches the right people with the culture and values of the
Group.
Moreover, Blue Solutions sees diversity as a source of complementarity, social
balance and wealth in its economic development. Hiring a variety of types of
people is considered to be a creator of value in that it:
• fosters innovation and creativity by pooling diff erent skills;
• gives a better understanding of the customers’ expectations by putting at their
disposal resources that resemble them;
• helps penetrate high-growth markets in a globalized economy where diversity
has become a requirement just to enter certain markets.
Blue Solutions undertakes not to discriminate in terms of age when it comes to
recruitment. Among the 52 external new hires in 2016, 16 employees were under
30 years old (or 30.8% of total hires), 21 employees were between 30 and 39
(40.4%), and 15 employees were between 40 and 49 (28.8%).
A hands-on career management policyAware that achieving the company’s end-result means managing the long-term
careers of employees, annual reviews are conducted in all Blue Solutions compa-
nies. These make it possible on an annual basis to assess the performance of
employees while ensuring that they are adhering to the values of the Group.
81REGISTRATION DOCUMENT 2016
17. Information on the social and environmental responsibility
17.5.2.3. 2016 significant events
A dynamic recruitment policyBlue Solutions’ policy towards schools aims to reconcile the demands of young
people pursuing their studies (high school and college students), the require-
ments of the schools and the needs of the company.
In France a great many actions were undertaken in 2016. As part of a company
familiarization program (“one day/one business”) 33 middle-school students
were brought into the company. As part of the day-long industry awareness visits
organized with Association Jeunesse Entreprise (Business and Youth Association),
4 visits were arranged and 120 students were hosted.
Another area being developed is that of work-study. Of the 40 young people
doing work-study at the company since 2010, 8 were subsequently offered
employment at Blue Solutions France.
A hands-on career management policyIn 2016, 175 annual reviews were conducted throughout Blue Solutions. These
face-to-face progress reviews allow dialogue about the objectives that were set
and met, about behavior, development objectives, assistance and training pro-
vided, and future objectives.
17.5.3. DEVELOPING THE SKILLS OF OUR EMPLOYEES
17.5.3.1. Materiality of the issue
If it is to remain innovative, Blue Solutions has to anticipate the way its busi-
nesses will evolve and has therefore set as objectives the development of an
ambitious training policy and the promotion of internal transfers.
17.5.3.2. Group policy
Training to prepare tomorrow’s skillsWith the economic recovery and tightening supply for certain highly-skilled
occupations, it is clear that it would no longer do to hire the talents Blue
Solutions needs from outside the company; the company must also develop and
train employees in-house. For that reason, training our employees is a major
theme at Blue Solutions.
To target the skills necessary, tools have been put in place throughout Blue
Solutions, such as occupational groupings. These are eff ective tools for tracking
careers and anticipating human capital requirements. They map out the career
moves possible within a set of related companies and the stages for accomplish-
ing them.
Promoting mobility and professional advancement opportunitiesIn ever-changing economic conditions, Blue Solutions adapts to the resulting
structural and temporal changes by fostering cooperation across business and
occupational lines. Priority is placed on internal recruitment. The Blue Solutions
Human Resources Department posts jobs to fi ll on the Exchange for company
employees. Each candidate meets with HR and the manager of the recruiting
department.
● Orientation and training program for those fi lling a new position
As soon as the employee takes up his or her new position, he or she receives an
orientation and a training program for taking on the job is put together with his
or her manager. These training activities are incorporated into the current year’s
training plan, and some are given priority in light of needed skills.
● Training/settling-in period
Each employee is given a training/settling-in period of three months. At the end
of this period, a joint review is carried out by the employee, his or her line man-
ager and the Human Resources Department in order to, in particular, determine
any additional action to be taken (internal/external training, etc.). This review is
also an occasion for defi nitively validating the job assignment.
17.5.3.3. 2016 Highlights
Training to prepare tomorrow’s skillsIn 2016, 266 employees received training, and 7,613 hours of training were pro-
vided, making an average of 28.6 hours of training per employee.
To respond to an extraordinary situation in organizing production at the Bolloré
Packaging site (production volumes, weekend operation of bubble-wrap reticula-
tors, replacements, etc.), accelerated training modules were created. Similarly, to
educate all production workers (at Bolloré Packaging) about the risks of work-
place accidents, hazardous situations were fi lmed by the safety staff . These vid-
eos were then shown to all production personnel.
Promoting mobility and professional advancement opportunitiesOn average, over a one-and-a-half-year period, one person in four will change job
assignment or job title within a division. In 2016, Blue Solutions made 18
in-house hires (25.7% of all hires).
17.6. BRINGING THE GROUP TOGETHER AROUND A SHARED
CORPORATE CULTURE AND ETHICAL STANDARDS
17.6.1. AN ORGANIZATIONAL STRUCTURE FOR ENSURING BEST PRACTICES
17.6.1.1. Materiality of the issue
Ensuring best practices on the part of our employees is a key issue in the eyes of
our customers and stakeholders. The Bolloré Group is organized in a way that
ensures that the practices set forth in its “Ethics and Values Charter” are shared
by all employees. As a Bolloré Group subsidiary, Blue Solutions has adopted the
same practices.
17.6.1.2. Group policy
Ethics are considered one of the Bolloré Group’s assets, a factor that contributes
to reputation and loyalty. As a Bolloré Group subsidiary, Blue Solutions applies
the standards that have been adopted. The Bolloré Group created eff ective and
consistent ethical measures in order to communicate clear rules of conduct to all
of its employees. This policy is based on an Ethics Charter (2000), the commit-
ments of which were reaffi rmed in 2012 under the name “Ethics and Values”. It is
reinforced by the codes of conduct written by the divisions whenever the latter
judge it necessary to create an additional code.
According to the “Ethics and Values“ Charter, “today, the scrupulous respect of the
laws and regulations in force is not enough”. This is why the Bolloré Group is
committed to an ethical and responsible approach, based on strong commit-
ments which are conducive to shared outcomes for its activities as a whole.
Based on the principles of the United Nations Global Compact as regards human
rights, labor rights, the protection of the environment and the fi ght against cor-
ruption, as well as on the Group’s values, the approach aligns economic perfor-
mance to shared business ethics (see 17.1.).
This fi rst point breaks down into a number of obligations:
• preserve the Group’s image and shared heritage;
• ensure the necessary confi dentiality, notably as regards personal data;
• place relationships with the authorities under the ethics umbrella;
• pay very close attention to confl icts of interest;
• ensure the reliability and accuracy of fi nancial information;
• maintain business relationships that comply with ethical standards;
• ensure objectivity in choosing suppliers.
Governance of the ethical conductIn order to ensure the eff ectiveness of these measures, the Ethics Committee
defi nes and coordinates the rollout of the ethics policy within the Group. Under
the authority of the Chairman of the committee, appointed by the Chairman of
the Group, the committee comprises the Chief Executive Offi cers, the Head of
internal audit, the Group’s Human Resources Manager, the Chief Financial Offi cer,
the parent company Legal Affairs Manager, the Group Ethics and Compliance
Manager, the divisions’ Ethics and Compliance Managers and any other person
that Executive Management deems useful to add to accomplish the committee’s
objectives.
The Group Director of Ethics relies on the Ethics Directors of the divisions. A net-
work of ethics delegates has been created in the Group’s logistics division and is
under development in the others.
The Group Director of Ethics reports directly to Executive management.
82 BLUE SOLUTIONS
17. Information on the social and environmental responsibility
Ethical compliance management system in the divisions• Shared by all the divisions, the Group Ethics Charter titled “Ethics and Values”
is the reference document where the “fundamentals” of the ethics system are
articulated. It is the fi rst pillar of the whole system. The second pillar is the UN
Global Compact to which the Bolloré Group has been a signatory since 2003.
This “Ethics and Values” Charter is one of the documents handed to individuals
coming to work at the company, and is obligatory for all white-collar jobs.
• The code of conduct: this division-level document (Transportation & logistics)
defi nes the ethical areas dealt with on account of their extreme importance:
transport safety, health and safety of employees, anti-corruption, compliance
with competition rules, respect of the environment. So that everyone in that
division takes full account of them, these areas are described in terms of prin-
ciples, rules of conduct and behavior to adopt. This code is due to change in
the near future and become a standard for the whole Group.
• The management system for ethical and anti-corruption compliance: to
incorporate the ethical principles described above into our practices, the pro-
cedures manual is a collection of the rules to be followed operationally. These
involve risk assessment, awareness efforts, training, the rules to follow as
regards gift s and business entertainment, supplier selection (due diligence)
and accounting and auditing transparency of the compliance management
system.
• Whistle-blowing system: lastly, an ethical notification procedure is made
available to each division and allows for confi dential reporting to the Director
of Ethics of facts pointing to a serious breach in terms of fi nance, corruption,
anti-competitive practices, discrimination and harassment, health and hygiene
or environmental protection.
17.6.1.3. 2016 Highlights
The Group’s eff orts in terms of ethics demonstrate its concern for reconciling
economic constraints and legal, regulatory and societal expectations to preserve
and develop the relationships of trust necessary for the long-term benefi t of its
businesses. The Group’s continuing commitment to broaden and deepen these
eff orts led it to decide in 2016 to strive for unifi ed ethical processes and to make
them known to all employees so that all would share the same standards. The
internal organization has the following basis:
• an Ethics, CSR and Sponsorship Committee defines the Group’s ethics
approach;
• a Group Director of Ethics was appointed to coordinate and implement the
Group’s ethics approach in all divisions. He provides ongoing advice to
Executive management. He is responsible for applying the compliance tools at
the Group level. Finally, he leads a network of ethics managers at each
division;
• the mission of the divisional managers of ethics and compliance is to apply the
Group compliance tools and see that the principles and rules in the “Ethics and
Values” Charter and the divisions’ codes of conduct are observed;
• a whistle-blowing procedure allows employees to point out any dysfunction or
irregularities observed in the fi nancial and accounting areas.
17.6.2. ENSURING THAT THE GROUP’S ACTIVITIES ARE RESPECTFUL OF HUMAN RIGHTS
17.6.2.1. Materiality of the issue
The Bolloré Group has locations in 156 countries, including quite a few develop-
ing countries (being present in 46 African countries). Problems in terms of
respect for human rights are therefore important from the point of view of com-
pany ethics. Blue Solutions, as a subsidiary of the Bolloré Group, pays the same
attention to this issue as does the Bolloré Group.
17.6.2.2.Group policy
Respect of human rightsThe Bolloré Group is committed to an ethical and responsible approach, based
on strong commitments presented in its “Ethics and Values” Charter. In this con-
text, it refers in point 2 “Ensuring a trusting relationship with employees” to the
provisions of the International Labour Organization (ILO): “[…] the Group is pro-
hibited from directly or indirectly engaging in child labor or forced labor
practices”.
A responsible purchasing policyThe Bolloré Group writes environmental and ethical clauses into its master sup-
ply contracts. As a subsidiary of the Bolloré Group, Blue Solutions includes the
identical clauses in its supplier contracts. Likewise, Blue Solutions favors local
suppliers (French départements 29, 56, 22, 35, 44, 49 and 53) in its purchasing
policy.
In 2016 local purchases accounted for 27% of Blue Solutions turnover.
17.7. TAKING ACTION FOR LOCAL DEVELOPMENT
17.7.1. REGIONAL ECONOMIC DEVELOPMENT
17.7.1.1. Materiality of the issue
Furthering the economic development of the regions where we are located is a
key aspect of the Bolloré Group’s activities.
17.7.1.2. Group policy
With priority given to local hiring, Blue Solutions France is a major force in the
economic development of the region.
17.7.1.3. 2016 significant events
In 2016, Blue Solutions measured its impact in terms of regional employment.
Out of 311 employees of the entity employed as of December 31, 2016, 242 are
from the Brittany region, or 78% of the workforce.
In addition, Blue Solutions has “Made in Brittany” certifi cation. This association
created in the 1990s is a group of a number of businesses in Brittany promoting
the patronage of local businesses and products made in Brittany.
17.7.2. SETTING A POLICY OF LOCAL PHILANTHROPY
17.7.2.1. Materiality of the issue
The policy of local philanthropy adopted by the Group reflects its values,
embodies the major themes of its social responsibility policy and contributes to
the economic and social development of the regions where the Group is located.
17.7.2.2. Group policy
The Bolloré Group’s solidarity policy is based on Fondation de la deuxième
chance (or Second Chance Foundation), the Jean Bosco Home and a policy of
local philanthropy and employee volunteering.
Fondation de la deuxième chance: fi ghting social exclusion and promoting joint commitmentFondation de la deuxième chance was created in 1998 by Vincent Bolloré, who
still chairs it in 2016. It was recognized as an entity of public utility in 2006 and
on October 13, 2011 was awarded the IDEAS label, which was renewed in
October 2015. This label gives donors confi dence that the charity concerned fol-
lows best practice in terms of governance, fi nancial management and monitoring
the eff ectiveness of actions taken.
Blue Solutions also supports Fondation de la deuxième chance by providing
physical facilities for its use. Blue Solution serves as the local offi ce of Fondation
de la deuxième chance for the Quimper Cornouaille area.
The Jean Bosco Home, a new community initiative by the Bolloré GroupThis historic hostel of the religious order “Petites Sœurs des Pauvres”, built in
1896 and located in the 16th district of Paris, was entirely renovated between
2012 and November 2015. Today, it has more than 160 beds, mainly used by
young students from French provinces and from abroad, but also provides rooms
for young people suffering from illness and for elderly persons. In 2017,
Fondation de la deuxième chance will move into this space.
A policy of sponsorship and employee volunteeringThe Bolloré Group’s sponsorship policy focuses on two areas: health, through
crisis management and emergency systems, the development of preventive
health programs and education to uncover and support local talents.
The Group’s philanthropic activities also take the form of employee volunteering
programs developed by Havas and cultural and athletic sponsorships in support
of the major causes of health and education. Because of its operations and its
geographic locations in France and Canada, Blue Solutions gives preference to
local sponsorship.
83REGISTRATION DOCUMENT 2016
17. Information on the social and environmental responsibility
17.7.2.3. 2016 significant events
Fondation de la deuxième chance: fi ghting social exclusion and promoting joint commitmentIn 2016, nine applicants were given professional training and/or retraining. These
involved, for example:
• fi nancial aid for training (HR assistant, training in personal care and assistance,
certifi cate of professional aptitude for fashion industry occupations, etc.);
• fi nancial aid to help complete training or resume a job (e.g. fi nancial aid to buy
a vehicle in order to get training).
A policy of sponsorship and employee volunteeringBesides its support of Fondation de la deuxième chance, in 2016 Blue Solutions
took 42 local actions (mainly athletic, cultural, humanitarian and for medical
research) in the amount of 8,187 euros. Among these actions were:
• financial assistance to local cultural associations such as bagads (Breton
musical groups) and to the Quimper branch of the Youth in Business
Association;
• fi nancial contribution to local cultural events: Festidreuz, the Cherry Festival,
etc.;
• fi nancial contribution to local athletic events.
Blue Solutions Canada also had two projects amounting to 1,960 euros.
17.8. OTHER REGULATORY INDICATORS
AND CROSS-REFERENCE TABLE
17.8.1. REGULATORY INDICATORS
17.8.1.1. Social information
NOTE ON METHODOLOGY
● Organization
The reporting process relies on three levels of involvement:
• at headquarters level: the Group’s human resources information systems
department organizes and supervises the reporting of information throughout
collection. It consolidates the social indicators of the divisions;
• at division level: the division representatives makes sure the process runs
smoothly, approving all fi les collected within this scope;
• at local level: local representatives are responsible for completing the collec-
tion fi les.
● Collection period of scope
The data relating to the reporting year are collected on January 1 of the following
year for the period from January 1 to December 31.
The Consolidation department sends the list of the Group’s consolidated compa-
nies, indicating for each one the method of consolidation as well as the percent-
age of integration.
The data were collected from all fully-consolidated companies.
Total at December 31, 2016 provided the company has a workforce. The collec-
tion scope is identical to the fi nancial scope.
● Note on methodology
At December 31, 2016, Blue Solutions had 455 employees in three legal entities:
• Blue Solutions, based in France;
• Blue Solutions Canada, based in Canada;
• and Capacitor Sciences Inc. based in the United States (consolidated during the
2nd quarter of 2016).
● Indicators
Employee information reporting counts each employee as one unit, regardless of
how long that employee worked during the year.
The subjects covered in our information collection are workforce, staff mobility,
absenteeism, compensation, training, employee savings and professional
relations.
In 2016, a number of indicators were used for international companies (training,
absenteeism, employee relations, affi rmative hiring and disabilities). Indicators
pertaining to compensations were again this year reported only for the French
company Blue Solutions.
● Collection fi les
Two collection files for each company are automatically generated from the
centrally held data:
• one fi le containing the collection fi le from the previous year;
• one predefi ned fi le for the collection for the current year.
There are two types of collection fi les:
• for French companies: workforce and corporate information;
• for non-French companies: workforce.
The forms are pre-completed based on the type of operation:
• internal (French companies whose pay is centrally managed): individual data
on employees are pre-completed in full and must be verifi ed;
• external (companies whose pay is not centrally managed): the collection fi les
are not pre-completed, the data must be entered and verifi ed.
The workforce in the collection fi les pertains only to open-ended and fi xed-term
contracts.
● Monitoring and validation
To ensure the reliability of the indicators, the Human Resources Department has
set up:
• a user guide and interactive assistance;
• a hotline providing support to representatives.
The monitoring and validation objectives are as follows:
• detect discrepancies recorded in the reporting tool;
• ensure the reliability of data by using a two-step validation process (division,
local).
To ensure the consistency of the data entered in the reporting tool, the steps for
validation are consecutive. The data entered is subject to integrity checks, to
detect inconsistencies in the data for the same employee.
The reporting tool also detects errors at each stage of validation as well as a
check for completeness.
In case of a change in the workforce for a scope, the Group’s Human Resources
Department will ask the representatives to provide justifi cation.
COMPANY INFORMATION
● Scope: worldwide
At December 31, 2016, Blue Solutions had 455 employees, a 12.1% increase from
2015.
Workforce at December 31, 2016
Employees by activity and by geographical region
France Canada
United
States Total
NUMBER 311 129 15 455
AS A PERCENTAGE 68.3 28.4 3.3 100
Workforce per country
29%Canada
3%United States
68%France
Among the 455 employees of Blue Solutions, 311 are located in France, 129 in
Canada and 15 in the United States.
84 BLUE SOLUTIONS
17. Information on the social and environmental responsibility
Changes in workforce
2014 2015 2016
France 208 278 311
Canada 154 128 129
United States – – 15
TOTAL 362 406 455
Workforce by type of population
Men Women
Management
staff
Non-
management
staff
Open-ended
employment
contracts
Fixed-term
contracts Total
France 262 49 80 231 301 10 311
Canada 113 16 66 63 127 2 129
United States 14 1 8 7 15 0 15
TOTAL 389 66 154 301 443 12 455
AS A PERCENTAGE 85.5 14.5 33.8 66.2 97.4 2.6 100.0
At December 31, 2016, Blue Solutions employed 66 women, or 14.5% of the total workforce.
At December 31, 2016, the company employed 154 management staff (or 33.8% of the total workforce, up 4 points) and 301 non-management staff (or 66.2% of the
total workforce).
Of the 455 employees, 97.4% are on open-ended contracts, or 443 individuals.
Employee numbers by age
Under 30 years old 30 to 39 years old 40 to 49 years old
50 years old and
over Total
France 36 101 118 56 311
Canada 9 41 41 38 129
United States 2 7 3 3 15
TOTAL 47 149 162 97 455
AS A PERCENTAGE 10.3 32.7 35.6 21.4 100.0
Recruitment and departuresIn 2016, Blue Solutions took on 58 new employees, including 84.5% under open-ended contracts. Internal recruiting, considered to be transfers, are not taken into
account.
An employee with several contracts throughout the year is counted only once.
New hires Total % France Canada United States
Open-ended contracts (CDI) 49 84.5 35 8 6
Fixed-term contracts (CDD) 9 15.5 8 1 0
TOTAL 58 100 43 9 6
A total of 36 employees left the company in 2016. Transfers are not counted as departures. Employees who completed several contracts were each counted only once.
Departures Total % France Canada United States
Resignations 11 30.6 5 6 0
End of fi xed-term contracts (CDD) 3 8.3 3 0 0
Dismissals 17 47.2 3 14 0
Retirements 3 8.3 1 2 0
Other 2 5.6 1 1 0
TOTAL 36 100.0 13 23 0
85REGISTRATION DOCUMENT 2016
17. Information on the social and environmental responsibility
Training
In France
At Blue Solutions France, 200 employees took at least one training session during the year.
Men Women Management staff Non-management staff Total
NUMBER 171 29 49 151 200
AS A PERCENTAGE 85.50 14.50 24.50 75.50 100.00
In 2016, a total of 5,810 hours of training was provided, for an average of 29 hours per employee. Blue Solutions France budgeted 236,921 euros, or 1.2% of total
payroll, to employee training.
In Canada
At Blue Solutions Canada, 66 employees took at least one training session during the year.
Men Women Management staff Non-management staff Total
NUMBER 59 7 31 35 66
AS A PERCENTAGE 89.39 10.61 46.97 53.03 100.00
In 2016, a total of 1,803 hours of training was provided, for an average of 27.3 hours per employee. Blue Solutions Canada budgeted 94,986 euros, or 1.1% of total
payroll, to employee training.
In the United States
At Capacitor Sciences Inc., no training was given in 2016 (the company was consolidated as of the second half of the year).
Compensation
In France
The gross annual compensation (subject to social security contributions) of all Blue Solutions France’s employees in 2016 was 13,216,093 euros.
In Canada
The gross annual compensation (subject to social security contributions) of all Blue Solutions Canada’s employees in 2016 was 7,461,613 euros.
86 BLUE SOLUTIONS
17. Information on the social and environmental responsibility
Social indicators 2016
Workforce by type of contract
% open-ended contract (CDI) 97.4
% fi xed-term contract (CDD) 2.6
Workforce by gender
% men 85.5
% women 14.5
Workforce by age
% aged <30 10.3
% aged 30-39 32.7
% aged 40-49 35.6
% aged 50 and over 21.4
Hiring and departures
New employees hired 58
Including hires in open-ended contracts (CDI) 49
Departure
Departures 36
Redundancies 17
Training
Number of training hours given 7,613
Average number of training hours given per participant 28.6
Absenteeism
Number of employees that were absent for at least one day 309
Total number of days absent 3,949
Sick leave 2,517
Maternity/paternity leave 439
Accidents in the workplace or travelling to or from work 17
Including work-related illnesses 0
Including other 976
Labor relations and collective agreements
Number of collective agreements signed 14
Agreements on compensation 2
Agreements on health and safety 2
Agreements on working conditions 3
Agreements on labor relations 1
Agreements on employee savings 6
Organization of working time
% full-time employees 97.3
% part-time employees 2.7
Affi rmative hiring and disabilities
Employees with disabilities 7
Staff services and activities (France)
Budget for staff and cultural services and activities and Works Council 302,509
87REGISTRATION DOCUMENT 2016
17. Information on the social and environmental responsibility
17.8.1.2. Environmental data
Water and energy consumption table
Water and energy consumption
Unit of
measurement 2016 data 2015 data
Water consumption
Water (network) m3 4,189 4,189
Consumption per employee 9.5 10.4
Energy consumption
Electricity consumed in buildings (offi ces, warehouses, factories, etc.)(1) MWh 27,021 24,194
Consumption per employee 61.4 60.3
Diesel consumed by the passenger transport fl eet m3 3 3.2
Gasoline consumed by the passenger transport fl eet m3 2.4 3
Natural gas consumed m3 666,436 678,537
Diesel consumed by buildings (generators) m3 9.0 7
(1) Electricity consumption by car-sharing vehicles was 32,421.5 MWh in 2016. It is not included in this fi gure.
Amount of provisions and guarantees for environmental hazards (provided this information is not such as to cause signifi cant harm to the company in an ongoing
lawsuit). See note 9 to the fi nancial statements “Statement of provisions and impairments” (20.3).
17.8.1.3. Environmental, health and safety and social reporting
Scope of reportingThe reporting scope includes Blue Solutions France and Blue Solutions Canada,
or 100% of the workforce.
Bluebus consumption of electricity and water are included. Non-hazardous
waste produced by Bluebus are also included.
Reporting methodology
● Reporting protocol
This document refers to the CSR reporting issues, describes the respective roles
and responsibilities of the managers, the rank 1 and 2 validators and the contrib-
utors, as well as the organization of the campaign. It is disseminated to all per-
sons concerned before the start of the campaign. It is also archived and made
available to all in the reporting soft ware.
● Indicators and guidelines
A set of indicators has been defi ned covering all areas of CSR and broken into
four subjects: health and safety, environment, ethics and social information. The
indicators were made available to everyone when the reporting protocol was sent
out. All of the indicators follow the NRE law, the Grenelle II law, the GRI and the
specifi c needs of the Group’s business activities.
● Reporting questionnaire and consistency checks
The reporting questionnaire is divided into six interrelated parts:
• structure of the entity;
• sharing the same business ethics;
• guaranteeing the health and safety of employees;
• managing and reducing risks;
• optimization of products and services;
• getting involved in and contributing to local development in partnership with
the local community.
Consistency tests were devised to meet the requests of the Statutory Auditors
with a view to more reliable reporting.
● Collection period
Data is collected for the year (i.e. from January 1 through December 31). The data
collection period runs from January 1 to January 31, N+1. For missing data, esti-
mates can be made.
Calculation of GHG emissionsFor scopes 1 and 2, the greenhouse gas emissions shown in the document are
related to the energy consumption of Blue Solutions France and Blue Solutions
Canada. Emissions associated with refrigerating fl uids are not included in the
calculation. The calculation Method is the ADEME carbon base method issued
December 17, 2015. For GHG emissions associated with electricity consumption,
the national emissions factor available in the carbon basis was used.
For Scope 3, the Group identifi ed the most important sources of emissions, i.e.
the use of products and employee travel by train and plane.
• For plane travel, the Bolloré Group distinguishes between medium-distance
(less than 2,000 km) and long-distance fl ights.
• For medium-distance fl ights the Group uses a per-fl ight emission factor of 100
to 180 passengers between 1,000 and 2,000 kilometers.
• For long-distance fl ights the Group uses an emission factor for fl ights of over
250 passengers between 8,000 and 9,000 kilometers (the estimate of an aver-
age fl ight in the Group scope of consolidation).
For emissions related to train travel, it impossible to list all the trips made; con-
sequently, Blue Solutions decided to use the gasoline TER emission factor in the
ADEME base, as did the Bolloré Group.
88 BLUE SOLUTIONS
17. Information on the social and environmental responsibility
17.8.2. GRENELLE II CROSS-REFERENCE TABLE
Required Grenelle II information GRI 4
ISO
26000/2010
Global
Compact Information published in the 2016 registration document
Scope covered
by the indicator
(registration
document)
Social information
Total workforce and distribution
by gender, age, geographical
area
G4-LA1 6.4.3 See 17.8.1. Regulatory indicators and cross-references
Social data
Group
Hiring and departures G4-LA1
(employee
turnover rate)
6.4.3 See 17.5. Investing in men and women
A dynamic recruitment policy
See 17.8.1. Regulatory indicators and cross-references
Social data
Group
Compensation and change over
time
G4-EC1
G4-EC5
6.8.1
6.8.2
17.5. Investing in men and women
A consistent and equitable salary policy
Managing the long-term careers of our employees
See 17.8.1. Regulatory indicators and cross-references
Social data
France
Organization of working time 6.4.1
6.4.2
See 17.8.1. Regulatory indicators and cross-references
Social data
Group
Absenteeism G4-LA6 6.4.6 See 17.8.1. Regulatory indicators and cross-references
Social data
Organization of labor relations
(in particular the procedures for
informing and consulting staff
as well as negotiation
procedures)
G4-HR4 6.4.5 #3 17.5. Investing in men and women Group
Collective agreements Concerning
freedom of
association and
protection of the
right to organize
G4-HR4
6.4.5 #3 See 17.8.1. Regulatory indicators and cross-references
Social data
France
Health and safety conditions G4-LA5
to G4-LA8
6.4.6
6.4.8
#4-5 See 17.5.1. Having a fi rst-rate health and safety policy
4. Risk factors
Table of environment-related industrial risks
Group
Workplace accidents G4-LA6
G4-LA7
(work-related
illnesses)
6.4.6
6.4.8
#4-5 See 17.5.1. Having a fi rst-rate health and safety policy
Table of workplace accidents
France
Report of agreements signed
with trade unions or staff
representatives regarding
occupational health and safety
G4-LA8 6.4.6 #4-5 Investing in men and women
Having a fi rst-rate health and safety policy
See 17.8.1. Regulatory indicators and cross-references
Social data
France
Training policies G4-LA10 6.4.7
6.8.5
17.5. Investing in men and women
17.5.3. Developing the skills of our employees
Group
Total number of hours
of training
G4-LA9 6.4.7 17.5. Investing in men and women
See 17.8.1. Regulatory indicators and cross-references
Social data
France
Measures taken to promote
gender equality
G4-LA13 6.3.5
6.4.3
6.6.6
7.3.1
See 17.8.1. Regulatory indicators and cross-references
Social data
Group
Measures implemented
to promote the hiring
and inclusion of persons
with disabilities
G4-LA12 6.3.7
6.3.10
6.4.3
See 17.8.1. Regulatory indicators and cross-references
Social data
France
89REGISTRATION DOCUMENT 2016
17. Information on the social and environmental responsibility
Required Grenelle II information GRI 4
ISO
26000/2010
Global
Compact Information published in the 2016 registration document
Scope covered
by the indicator
(registration
document)
Policy to combat discrimination G4-HR3 6.3.6
6.3.7
6.3.10
6.4.3
17.6. Bringing the Group together around a shared
corporate culture and ethical standards
17.6.1.2. Ethical compliance management system
in the divisions
Group
Respecting freedom of
association and the right
to collective bargaining
G4-HR4 6.3.3
6.3.4
6.3.5
6.3.8
6.3.10
6.4.5
6.6.6
#3 17.5. Investing in men and women Group
Elimination of discrimination
in respect of employment
and occupation
G4-HR3 6.3.10 #6 17.6. Bringing the Group together around a shared
corporate culture and ethical standards
17.6.1.2. Ethical compliance management system
in the divisions
Group
Elimination of forced
or compulsory labor
G4-HR6 6.3.3
6.3.4
6.3.5
6.3.10
6.6.6
#4-5 17.6. Bringing the Group together around a shared
corporate culture and ethical standards
17.6.2. Ensuring that the Group’s activities
are respectful of human rights
Group
Eff ective abolition of child labor G4-HR5 6.3.3
6.3.4
6.3.5
6.3.7
6.3.10
6.6.6
6.8.4
#4-5 17.6. Bringing the Group together around a shared
corporate culture and ethical standards
17.6.2. Ensuring that the Group’s activities
are respectful of human rights
Group
Environmental information
Organization of the company
to respond to environmental
issues and, where applicable,
environmental evaluation
and certifi cation processes
G4-DMA
Environmental
category
6.5.1
6.5.2
4.6. Legal risks
17.4.2. Investing to protect the environment
See 17.8.1. Regulatory indicators and cross-references
Environmental data
Group
Training and education of
employees on the protection
of the environment
Environmental
category
6.5.1
6.5.2
#7-8-9 17.4.2. Investing to protect the environment Group
Means used to prevent
environmental hazards
and pollution
G4-EN20
to G4-EN28
G4-SO1
and G4-SO2
6.5.3 #7-8-9 17.4.2. Investing to protect the environment
4. Risk factors
Table of environment-related industrial risks
Group
Amount of provisions and
guarantees for environmental
hazards (provided this
information is not such as to
cause signifi cant harm to the
company in an ongoing lawsuit)
G4-EC2 6.5.5 20.4. Financial statements
See note 9, table – “Provisions for contingencies
and charges”
Group
Measures to prevent, reduce or
remedy emissions into air,
water and soil that seriously
damage the environment
G4-EN20
to G4-EN28
6.5.3 #7-8-9 17.4.2. Investing to protect the environment
4. Risk factors
Table of environment-related industrial risks
Group
Measures to prevent, recycle
and eliminate waste
G4-EN20
to G4-EN28
6.5.3 #7-8-9 17.4.2. Investing to protect the environment
4. Risk factors
Table of environment-related industrial risks
Group
Taking account of noise
pollution and any other form of
pollution specifi c to an activity
G4-EN20
to G4-EN28
6.5.3 #7-8-9 17.5.1.3. 2016 signifi cant events
Safety policy
Group
Water consumption and water
supply having regard to local
constraints
G4-EN22
G4-EN26
G4-EN8
to G4-EN10
6.5.3 #7-8-9 See 17.8.1. Regulatory indicators and cross-references
Social data
Group
90 BLUE SOLUTIONS
17. Information on the social and environmental responsibility
Required Grenelle II information GRI 4
ISO
26000/2010
Global
Compact Information published in the 2016 registration document
Scope covered
by the indicator
(registration
document)
Consumption of raw materials
and measures taken to use
them more effi ciently
G4-EN1 G4-EN2 6.5.4 Commercial contracts
Supply contracts for the raw materials and components
necessary for the manufacture of LMP batteries®
Group
Energy consumption and
measures taken to use it more
effi ciently
G4-EN3
to G4-EN7
6.5.4
6.5.5
#7-8-9 17.4.2. Investing to protect the environment
See 17.8.1.2. Regulatory indicators and cross-reference
table
Environmental data
Group
Land use #7-8-9 17.4.2. Investing to protect the environment
17.4.2.2. Group policy
Group
Greenhouse gas emissions
(art. 75 Grenelle II)
G4-EN15
to G4-EN21
6.5.3
6.5.5
#7-8-9 17.4.2. Investing to protect the environment
Table of greenhouse gas emissions scopes 1 and 2
France
Adapting to the consequences
of climate change
G4-EC2
G4-EN6
G4-EN7
G4-EN15
to G4-EN20
G4-EN27
6.5.5 #7-8-9 17.1.1.1. The development of electrical mobility
Developing and deploying clean, smart transportation
systems
Investing to protect the environment
Group
Measures taken to conserve or
enhance biodiversity
G4-EN11
to G4-EN14
G4-EN26
6.5.6 #7-8-9 4. Risk factors
Table of environment-related industrial risks
Bolloré Logistics
Bolloré SA
(vineyards)
Social information
Geographical, economic
and social impact on jobs
and regional development
G4-EC8 6.8.5 Taking action for local development
Regional economic development
Group
Geographical, economic and
social impact on neighboring
or local populations
G4-HR8 6.3.4
6.3.6
6.3.7
6.3.8
6.6.7
6.8.3
Taking action for local development
Regional economic development
Group
Nature of the relations with
these persons or organizations
G4-SO1
Principle of
stakeholder
involvement
6.3.9
6.5.1
6.5.2
6.5.3
6.8
17.2.2. Stakeholder relations Group
Partnership or sponsorship
initiatives
G4-EC1 6.8.9 17.7.2. Setting a policy of local philanthropy Group
Inclusion of social
and environmental issues
in the purchasing policy
G4-EC9 6.4.3
6.6.6
6.8.1
6.8.2
6.8.7
#1-2 17.6.2. Ensuring that the Group’s activities
are respectful of human rights
Group
Extent of subcontracting
and taking account in dealings
with suppliers and
subcontractors of their
corporate social responsibility
G4-SO9 6.3.5
6.6.1
6.6.2
6.6.6
6.8.14
6.8.2
7.3.1
#1-2 17.6. Bringing the Group together around a shared
corporate culture and ethical standards
Group
Initiatives to prevent corruption G4-SO3
to G4-S05
6.6.3 #10 Bringing the Group together around a shared corporate
culture and ethical standards
Organization to ensure fair business practices
Group
91REGISTRATION DOCUMENT 2016
17. Information on the social and environmental responsibility
Required Grenelle II information GRI 4
ISO
26000/2010
Global
Compact Information published in the 2016 registration document
Scope covered
by the indicator
(registration
document)
Measures taken to encourage
the health and safety of
consumers
G4-PR1
to G4-PR4
6.7.4 17.2.1.3. A network of data protection and liberties
liaisons to ensure the protection of personal data
The Group has
no products or
services directly
connected to
consumers,
except for
passenger
transport
activities
Other measures taken
to promote human rights
G4-EN34
G4-LA16
G4-HR3
G4-HR8
G4-HR12
G4-SO11
6.3.6 #1-2 17.6.2. Ensuring that the Group’s activities
are respectful of human rights
Group
Circular economy
Actions taken against food
waste
Because of
its business
activities, the
Group is able
to help combat
food waste
through
awareness
campaigns that
it conducts from
time to time.
However, the
impact from
its internal
operations that
it might have
on this issue
is limited.
17.9. SHARE SUBSCRIPTIONS OR PURCHASE OPTIONS
17.9.1. CURRENT DELEGATIONS OF POWERS
None.
17.9.2. SHARE SUBSCRIPTION OR PURCHASE OPTION PLANS
17.9.2.1. Share subscription or purchase options granted by Blue Solutions
None.
17.9.2.2. Share subscription or purchase options granted by related companies
None.
92 BLUE SOLUTIONS
17. Information on the social and environmental responsibility
17.10. FREE SHARES AWARDED BY BLUE SOLUTIONS
Granted by Blue Solutions
The Extraordinary General Meeting of Blue Solutions held on August 30, 2013
authorized the Board of Directors to proceed to award existing or forthcoming
Blue Solutions shares as free shares to employees and company offi cers, under
the conditions stipulated by law. The duration of the authorization is for a period
of thirty-eight months and the number of shares distributed may not represent
more than 2% of the company’s share capital.
This authorization was partially used by the Board of Directors at its meeting of
January 7, 2014, when it decided to permit the award of a maximum, fixed
amount of 380,000 free shares (corresponding to 1.32% of share capital).
On January 8 and April 7, 2014, the Chief Executive Offi cer and the Chairman, in
accordance with the powers conferred upon them by the Board of Directors and
observing all rules established by the General Meeting and by the Board of
Directors, proceeded to award 378,000 free shares.
The terms and conditions for granting free shares are as follows:
First grant Second grant
Total number of shares granted: 378,000 364,500 13,500
Grant date January 8, 2014 April 7, 2014
Vesting period (4 years) January 8, 2018 April 7, 2018
Holding period (2 years) January 8, 2020 April 7, 2020
Number of recipients 78 2
Cumulative number of granted shares expired 20,000 –
Number of free shares at December 31, 2016: 358,000 344,500 13,500
17.11. SHAREHOLDINGS, STOCK OPTIONS AND FREE
SHARES GRANTED TO MEMBERS OF THE BOARD
OF DIRECTORS AND EXECUTIVES
According to information received by the company from the directors, the direc-
tors together held 0.034% of the company’s capital and 0.018% of its voting
rights at December 31, 2016.
17.11.1. HISTORY OF THE GRANTS OF SHARE SUBSCRIPTION OR PURCHASE OPTIONS TO COMPANY OFFICERS
None.
17.11.2. HISTORY OF THE GRANTS OF FREE SHARES TO COMPANY OFFICERS
Blue Solutions Board of Directors meeting of January 7, 2014 acting on the authorization of the Blue Solutions Extraordinary General Meeting of August 30, 2013January 8, 2014 grant.
Vesting period: four years.
Holding period: two years.
Solutions Shares granted
Cyrille Bolloré 15,000
Didier Marginèdes 15,000
17.11.3. HISTORY OF PERFORMANCE SHARE GRANTS TO THE CHIEF EXECUTIVE OFFICER
Blue Solutions Board of Directors meeting of January 7, 2014 acting on the authorization of the Blue Solutions Extraordinary General Meeting of August 30, 2013January 8, 2014 grant.
Vesting period: four years.
Holding period: two years.
Blue Solutions Shares granted
Gilles Alix 25,000
Two non-cumulative performance criteria are set as thresholds to be attained in
order for all the shares to vest:
1. criterion based on EBITDA: a 2017 EBITDA greater than 60 million euros;
2. criterion based on market capitalization: market capitalization as of
December 31, 2017 greater than 700 million euros.
If 2017 EBITDA is between 40 euros and 60 million euros, only 50% of the shares
granted will vest. No shares will vest if the 40 million euros threshold is not
reached.
If the market capitalization as of December 31, 2017 is between 600 and
700 million euros, only 80% of the shares granted will vest. No shares will vest if
the 600 million euros threshold is not reached.
As the two criteria are not cumulative, the most favorable of them will be used.
Summary statement of transactions made during the 2016 fi scal year and by persons referred to in article L. 621-18-2 of the French Monetary and Financial CodeIn 2016, the transaction declared under article L. 621-18-2 of the French Monetary and Financial Code was the following:
Identity of the
declaring party Date of transaction
Nature of the
transaction Number of shares
Unit price
(in euros)
Amount of the
transaction(in euros) AMF reference
Vincent Bolloré 01/07/2016 Acquisition 1,000 19.6461 19,646.10 2016DD408880
17.12. EMPLOYEE OWNERSHIP OF THE COMPANY’S SHARE CAPITAL
None.
93REGISTRATION DOCUMENT 2016
Report by the independent third party
Report by the independent third party , on the consolidated human resources, environmental and social information included in the management report
For the year ended December 31, 2016
This is a free English translation of the Statutory Auditors’ report issued in French
and is provided solely for the convenience of English-speaking readers. This report
should be read in conjunction with, and construed in accordance with, French law
and professional standards applicable in France.
To the Shareholders,
In our capacity as independent third party and certifi ed by Cofrac under number
3-1048(1), we hereby report to you on the consolidated human resources, environ-
mental and social information for the year ended December 31, 2016 included in
the management report (hereinaft er named “CSR Information”), pursuant to article
L. 225-102-1 of the French company law (Code de commerce).
COMPANY’S RESPONSIBILITY
The Board of Directors is responsible for preparing a company’s management
report including the CSR Information required by article R. 225-105-1 of the
French company law (Code de commerce) in accordance with the reporting proto-
col used by the company (hereinaft er the “Guidelines”), summarised in the man-
agement report and available on request from the company’s head offi ce.
INDEPENDENCE AND QUALITY CONTROL
Our independence is defi ned by regulatory texts, the French Code of Ethics (Code
de déontologie) of our profession and the requirements of article L. 822-11 of the
French company law (Code de commerce). In addition, we have implemented a
system of quality control including documented policies and procedures
regarding compliance with the ethical requirements, French professional stand-
ards and applicable legal and regulatory requirements.
RESPONSIBILITY OF THE INDEPENDENT THIRD PARTY
On the basis of our work, our responsibility is to:
• attest that the required CSR Information is included in the management report
or, in the event of non-disclosure of a part or all of the CSR Information, that an
explanation is provided in accordance with the third paragraph of article
R. 225-105 of the French company law (Code de commerce – Attestation
regarding the completeness of CSR Information);
• express a limited assurance conclusion that the CSR Information taken as a
whole is, in all material respects, fairly presented in accordance with the
Guidelines (Conclusion on the fairness of CSR Information).
Our work involved eight persons and was conducted between December 2016
and April 2017 during an eight-week period. We were assisted in our work by our
sustainability experts.
We performed our work in accordance with the order dated May 13, 2013 defi n-
ing the conditions under which the independent third party performs its
engagement and the professional guidance issued by the French Institute of
Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating
to this engagement and with ISAE 3000(2) concerning our conclusion on the fair-
ness of CSR Information.
I. ATTESTATION REGARDING THE COMPLETENESS
OF CSR INFORMATION
NATURE AND SCOPE OF OUR WORK
On the basis of interviews with the individuals in charge of the relevant depart-
ments, we obtained an understanding of the company’s sustainability strategy
regarding human resources and environmental impacts of its activities and its
social commitments and, where applicable, any actions or programmes arising
from them.
We compared the CSR Information presented in the management report with the
list provided in article R. 225-105-1 of the French company law (Code de
commerce).
For any consolidated information that is not disclosed, we verifi ed that explana-
tions were provided in accordance with article R. 225-105, paragraph 3 of the
French company law (Code de commerce).
We verifi ed that the CSR Information covers the scope of consolidation, i.e., the
company, its subsidiaries as defi ned by article L. 233-1 and the controlled enti-
ties as defi ned by article L. 233-3 of the French company law (Code de commerce)
within the limitations set out in the methodological note, presented in the
management report.
CONCLUSION
Based on the work performed, we attest that the required CSR Information has
been disclosed in the management report.
II. CONCLUSION ON THE FAIRNESS OF CSR INFORMATION
NATURE AND SCOPE OF OUR WORK
We conducted around ten interviews with the persons responsible for preparing
the CSR Information in the departments in charge of collecting the information
and, where appropriate, responsible for internal control and risk management
procedures, in order to:
• assess the suitability of the Guidelines in terms of their relevance, complete-
ness, reliability, neutrality and understandability, and taking into account
industry best practices where appropriate;
• verify the implementation of data-collection, compilation, processing and
control process to reach completeness and consistency of the CSR Information
and obtain an understanding of the internal control and risk management
procedures used to prepare the CSR Information.
We determined the nature and scope of our tests and procedures based on the
nature and importance of the CSR Information with respect to the characteristics
of the company, the human resources and environmental challenges of its
activities, its sustainability strategy and industry best practices.
(1) Whose scope is available at www.cofrac.fr.
(2) ISAE 3000 – Assurance engagements other than audits or reviews of historical fi nancial information.
94 BLUE SOLUTIONS
Report by the independent third party
Regarding the CSR Information that we considered to be the most important(3):
• at parent entity level, we referred to documentary sources and conducted
interviews to corroborate the qualitative information (organization, policies,
actions), performed analytical procedures on the quantitative information and
verifi ed, using sampling techniques, the calculations and the consolidation of
the data. We also verifi ed that the information was consistent and in agree-
ment with the other information in the management report;
• at the level of a representative sample of entities/divisions/sites selected by
us(4) on the basis of their activity, their contribution to the consolidated indica-
tors, their location and a risk analysis, we conducted interviews to verify that
procedures are properly applied, and we performed tests of details, using
sampling techniques, in order to verify the calculations and reconcile the data
with the supporting documents. The selected sample represents on average
29% of headcount and between 19% and 77% of quantitative environmental
data disclosed.
For the remaining consolidated CSR Information, we assessed its consistency
based on our understanding of the company.
We also assessed the relevance of explanations provided for any information that
was not disclosed, either in whole or in part.
We believe that the sampling methods and sample sizes we have used, based on
our professional judgement, are sufficient to provide a basis for our limited
assurance conclusion; a higher level of assurance would have required us to carry
out more extensive procedures. Due to the use of sampling techniques and other
limitations inherent to information and internal control systems, the risk of not
detecting a material misstatement in the CSR Information cannot be totally
eliminated.
CONCLUSION
Based on the work performed, no material misstatement has come to our
attention that causes us to believe that the CSR Information, taken as a whole, is
not presented fairly in accordance with the Guidelines.
Neuilly-sur-Seine, on April 26, 2017
The independent third party
Deloitte & Associés
Jean Paul Séguret
Partner
(3) Social quantitative information: headcount on December 31, 2016, workforce by type of contract, number of recruitments, number of departures, number of redundancies, number of work accidents, frequency rate, severity rate, number of employees who attended at least one training during the year, number of training hours.
Environmental quantitative information: total hazardous and non-hazardous waste removed, network water consumption, electricity consumed in buildings (offi ces, warehouses, factories), total quantity of natural gas consumed, GHG emissions coming from energy consumption (scopes 1 and 2).
Qualitative information: a coherent and fair salary policy, develop our employees’ skills, membership of the UN Global Compact and implementation of a code of ethics and conduct, industrial and environmental risks mapping, evaluation of scope 3 emissions, a sustainable sourcing policy.
(4) Blue Solutions Canada Inc. (Canada).
95REGISTRATION DOCUMENT 2016
18. Major shareholders
18. Major shareholders
18.1. INFORMATION ON SHAREHOLDER BASE AT DECEMBER 31, 2016
Number of shares
% of share
capital
Number of votes
(AMF General
Regulation
art. 223-11 par. 2)
% of voting
rights
Number of votes
exercisable at
Meetings
% of votes
exercisable at
Meetings
Bolloré SA 20,532,875 71.20 41,065,750 75.34 41,065,750 75.34
Bolloré Participations 5,133,222 17.80 10,266,444 18.83 10,266,444 18.83
Other Bolloré Group companies 5 0.00 10 0.00 10 0.00
Subtotal: Bolloré Group 25,666,102 89.00 51,332,204 94.17 51,332,204 94.17
Public 3,172,214 11.00 3,176,050 5.83 3,176,050 5.83
TOTAL 28,838,316 100.00 54,508,254 100.00 54,508,254 100.00
To the best of the company’s knowledge, no other shareholder apart from those
listed in the table above holds more than 5% of the company’s capital or voting
rights.
On April 7, 2016, Vincent Bolloré declared that, on April 3, 2016, he had indirectly
via the companies he controls crossed above the threshold of 90% of the compa-
ny’s voting rights.
At December 31, 2016, there were 82 shareholders with registered shares in
82 registered share accounts (14 direct accounts and 68 administered accounts)
(source: CM-CIC Securities).
As of December 31, 2016, there were no registered shares pledged as collateral.
Group employees do not hold a percentage of the company’s equity under the
terms of article L. 225-102 of the French company law (Code de commerce).
18.2. VOTING RIGHTS
Law no. 2014-384 of March 29, 2014, the so-called “Florange law” established, in
the absence of a contrary clause of the articles of association adopted subse-
quent to its enactment, double voting rights for fully paid-up shares with docu-
mented registration of two years in the name of the same shareholder (article
L. 225-123 of the French company law – Code de commerce).
The counting of the two-year holding period began on April 2, 2014, the date of
entry into force of the Florange law.
As a result, since April 3, 2016, Blue Solutions shareholders have automatically
had double voting rights if the conditions required by the law are met.
18.3. ISSUER’S CONTROL
The Blue Solutions Group is directly and indirectly controlled by Vincent Bolloré and his family. Corporate governance measures have been put in place and are
described in the Chairman’s report on internal audit, in sections 16.3. “Information on the Audit Committee and the Compensation and Appointments Committee” and
16.4. “Corporate governance system”.
The Board of Directors has three independent directors.
BREAKDOWN OF SHARE CAPITAL OVER THE PAST THREE FISCAL YEARS
To the best of the company’s knowledge, the breakdown of share capital ownership of Blue Solutions was as follows and no shareholder other than those listed below
held more than 5% of the share capital:
(as a percentage)
At December 31, 2013 At December 31, 2014 At December 31, 2015
Shareholding Voting rights(1) Shareholding Voting rights(1) Shareholding Voting rights(1)
Bolloré SA (direct and indirect)(2) 71.20 71.20 71.20 71.20 71.20 71.20
Bolloré Participations 17.80 17.80 17.80 17.80 17.80 17.80
TOTAL 89.00 89.00 89.00 89.00 89.00 89.00
(1) Theoretical voting rights exercisable at Shareholders’ Meetings.
(2) Indirect: shareholdings in the following companies, directly controlled by Bolloré SA (Compagnie de Guilvinec, Compagnie de Port-Manech, Financière de Cézembre, Socotab and Sofi prom),
which each holds one Blue Solutions share.
18.4. AGREEMENT THAT MAY RESULT IN A CHANGE OF CONTROL
None.
96 BLUE SOLUTIONS
19. Related-party transactions
19. Related-party transactionsSee note 13 – Related parties in the notes to the consolidated fi nancial state-
ments (20.3) on related-party transactions with related parties.
See also the Statutory Auditors’ special report – page 179 of this registration
document.
20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and earnings
20.1. INFORMATION INCORPORATED BY REFERENCE
In accordance with article 28 of European Commission (EC) Regulation
no. 809/2004, the following information is incorporated by reference in this reg-
istration document:
• the consolidated fi nancial statements and accompanying Statutory Auditors’
report on pages 91 to 121 of the registration document for the fiscal year
ended December 31, 2015, filed with the AMF on May 23, 2016, under
no. R. 16-047;
• the consolidated fi nancial statements and accompanying Statutory Auditors’
report on pages 97 to 127 of the registration document for the fiscal year
ended December 31, 2014, filed with the AMF on May 27, 2015, under
no. R. 15-045.
20.2. PRO FORMA FINANCIAL INFORMATION
None.
97REGISTRATION DOCUMENT 2016
98 BLUE SOLUTIONS
100 — Financial statements106 — Notes to the consolidated fi nancial statements133 — Statutory Auditor’ report on the consolidated
fi nancial statements
20.3. Consolidated fi nancial statements AT DECEMBER 31, 2016
99REGISTRATION DOCUMENT 2016
Consolidated income statement
(in thousands of euros) Notes 2016 2015
Turnover 5.1-5.2-5.3 109,337 121,860
Goods and services bought in 5.4 (69,453) (81,313)
Staff costs 5.4 (31,451) (27,024)
Amortization and provisions 5.4 (18,658) (18,314)
Other operating income 5.4 12,486 10,140
Other operating expenses 5.4 (2,703) (2,134)
Operating income 5.4 (442) 3,215
Net fi nancing expenses 7.1 (637) (637)
Other fi nancial income 7.1 3,170 828
Other fi nancial expenses 7.1 (866) (3,128)
Financial income 7.1 1,667 (2,937)
Share in net income of operating companies accounted for using the equity method 7.4 28 230
Corporate income tax 12 (1,333) (488)
Consolidated net income (80) 20
Consolidated net income, Group share (80) 20
Non-controlling interests 0 0
EARNINGS PER SHARE 9.2
(in euros) 2016 2015
Net income, Group share
– basic (0.00) 0.00
– diluted (0.00) 0.00
100 BLUE SOLUTIONS20.3. Consolidated financial statements
Consolidated statement of comprehensive income
(in thousands of euros) 2016 2015
Consolidated net income for the period (80) 20
Translation adjustment of controlled entities (35) 366
Total changes in items that will be recycled subsequently through profi t or loss (35) 366
Actuarial gains and losses recognized in equity (347) 32
Total changes in items that will not be recycled subsequently through profi t or loss (347) 32
COMPREHENSIVE INCOME (462) 418
Of which:
– Group share (462) 418
– non-controlling interests 0 0
Of which taxes:
– on actuarial gains and losses 0 0
101REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
Consolidated balance sheet
ASSETS
(in thousands of euros) Notes 12/31/2016 12/31/2015
Goodwill 6.3 24,776 556
Intangible assets 6.2 4,109 4,536
Tangible assets 6.1 100,844 101,489
Investments in equity affi liates 7.4 1,547 1,572
Other non-current fi nancial assets 209 104
Deferred tax 12.2 0 0
Other non-current assets 5.8.1 25,564 24,747
Non-current assets 157,049 133,004
Inventories and work in progress 5.5 22,079 22,682
Trade and other receivables 5.6 18,965 22,726
Current tax 0 0
Other current assets 5.8.3 573 603
Cash and cash equivalents 7.2 12,529 16,860
Current assets 54,146 62,871
TOTAL ASSETS 211,195 195,875
102 BLUE SOLUTIONS20.3. Consolidated financial statements
LIABILITIES
(in thousands of euros) Notes 12/31/2016 12/31/2015
Share capital 144,192 144,192
Share issue premiums 0 0
Consolidated reserves (5,767) (8,491)
Shareholders’ equity, Group share 138,425 135,701
Non-controlling interests 0 0
Shareholders’ equity 9.1 138,425 135,701
Non-current fi nancial debts 7.3 34,581 35,036
Provisions for employee benefi ts 11.2 2,584 1,986
Other non-current provisions 10 799 0
Deferred tax 12.2 0 0
Other non-current liabilities 5.8.2 14,926 632
Non-current liabilities 52,890 37,654
Current fi nancial debts 7.3 307 895
Current provisions 10 1,120 464
Trade and other payables 5.7 17,739 20,455
Current tax 59 290
Other current liabilities 5.8.4 655 416
Current liabilities 19,880 22,520
TOTAL LIABILITIES 211,195 195,875
103REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
Changes in consolidated cash fl ows
(in thousands of euros) Notes 2016 2015
Cash fl ows from operating activities
Net income, Group share (80) 20
Net income, non-controlling interests’ share 0 0
Consolidated net income (80) 20
Non-cash income and expenses:
– elimination of depreciation, amortization and provisions 18,361 17,682
– other income/expenses not aff ecting cash fl ow or not related to operating activities (1,323) 3,949
– elimination of capital gains or losses upon disposals 0 0
Other adjustments:
– net fi nancing expenses 637 637
– tax expenses 533 488
Dividends received:
– dividends received from companies accounted for using the equity method 54 0
Taxes paid (764) (198)
Impact of the change in working capital requirement: 1,786 (4,290)
– of which inventories and work in progress 3,169 (2,602)
– of which payables (4,523) 2,346
– of which receivables 3,140 (4,034)
Net cash from operating activities 19,204 18,288
Cash fl ow from investing activities
Disbursements related to acquisitions(1):
– tangible assets 6.1 (17,344) (15,383)
– intangible assets 6.2 (185) (898)
– securities and other non-current fi nancial assets (101) (100)
Income from disposal of assets:
– tangible assets 1,696 317
– other non-current fi nancial assets 0 1
Eff ect of changes in consolidation scope on cash fl ow(2) (7,640) 0
Net cash from investing activities (23,574) (16,063)
Cash fl ows from fi nancing activities
Disbursements:
– dividends paid to parent company shareholders 0 0
Receipts:
– investment subsidies 0 0
Net interest paid 50 59
Net cash from fi nancing activities 50 59
Eff ect of exchange rate fl uctuations 65 (78)
Net increase in cash and cash equivalents (4,255) 2,206
Cash and cash equivalents at the beginning of the period(3) 16,759 14,553
Cash and cash equivalents at the end of the period(3) 12,504 16,759
(1) Cash fl ows from investing activities in 2016 and 2015 were mainly related to capital expenditure on capacity to sustain the development of factories in Brittany and Canada.
(2) Relates to Capacitor Sciences. See note 4.1.1 – Changes in consolidation scope in 2016.
(3) See note 7.2 – Cash and cash equivalents.
104 BLUE SOLUTIONS20.3. Consolidated financial statements
Changes in consolidated shareholders’ equity
(in thousands of euros)
Number of
shares
Share
capital
Translation
adjustment
Actuarial
(losses)
and gains Reserves
Shareholders’
equity, Group
share
Non-
controlling
interests Total
Shareholders’ equity at December 31, 2014 28,838,316 144,192 544 (428) (10,387) 133,921 0 133,921
Transactions with shareholders 0 0 0 0 1,362 1,362 0 1,362
Capital increase 0 0 0
Dividends distributed 0 0 0
Share-based payments(1) 1,532 1,532 0 1,532
Changes in consolidation scope 0 0 0
Other changes(2) (170) (170) 0 (170)
Comprehensive income items 366 32 20 418 0 418
Net income for the period 20 20 0 20
Change in items recyclable through profi t
and loss
– Translation adjustment of controlled entities 366 366 0 366
– Change in the fair value of controlled-entity
fi nancial instruments 0 0 0
– Other changes in comprehensive income 0 0 0
Change in items that will not be recycled
– Actuarial (losses) and gains 32 32 0 32
Shareholders’ equity at December 31, 2015 28,838,316 144,192 910 (396) (9,005) 135,701 0 135,701
Transactions with shareholders 0 0 0 0 3,186 3,186 0 3,186
Capital increase 0 0 0
Dividends distributed 0 0 0
Share-based payments(1) 1,532 1,532 0 1,532
Changes in consolidation scope 0 0 0
Other changes(2) 1,654 1,654 0 1,654
Comprehensive income items (35) (347) (80) (462) 0 (462)
Net profi t/loss for the period (80) (80) 0 (80)
Change in items recyclable through profi t
and loss
– Translation adjustment of controlled entities (35) (35) 0 (35)
– Change in the fair value of controlled-entity
fi nancial instruments 0 0 0
– Other changes in comprehensive income 0 0 0
Change in items that will not be recycled
– Actuarial (losses) and gains (347) (347) 0 (347)
SHAREHOLDERS’ EQUITY
AT DECEMBER 31, 2016 28,838,316 144,192 875 (743) (5,899) 138,425 0 138,425
(1) Share-based payment involving Blue Solutions SA shares – see note 11.4 – Share-based payment transactions.
(2) See note 7.3 – Debt.
105REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
DETAILED TABLE OF CONTENTS OF THE NOTES TO THE FINANCIAL STATEMENTS
NOTE 1. SIGNIFICANT EVENTS 108
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES 108
2.1. Changes in standards 109
2.2. Arrangements for f irst-t ime application of IFRS 110
2.3. Use of estimates 110
NOTE 3. COMPARABILITY OF FINANCIAL STATEMENTS 110
NOTE 4. CONSOLIDATION SCOPE 110
4.1. Main changes in consolidation scope 111
4.2. Commitments given and received as part of share dealings 111
NOTE 5. ACTIVITY DATA 111
5.1. Turnover 111
5.2. Information on operating segments 111
5.3. Main changes at constant scope and exchange rates 112
5.4. Operating income 112
5.5. Inventories and work in progress 113
5.6. Trade and other receivables 113
5.7. Trade and other payables 114
5.8. Other assets and l iabil it ies 114
5.9. Off-balance sheet commitments for operating activit ies 115
NOTE 6. TANGIBLE AND INTANGIBLE ASSETS 115
6.1. Tangible assets 115
6.2. Intangible assets 116
6.3. Goodwil l 117
NOTE 7. FINANCIAL STRUCTURE AND FINANCIAL COSTS 117
7.1. Financial income 117
7.2. Cash and cash equivalents 118
7.3. Debt 118
7.4. Investments in equity aff i l iates 120
7.5. Off-balance sheet commitments for f inancing activit ies 120
Notes to the consolidated fi nancial statements
106 BLUE SOLUTIONS20.3. Consolidated financial statements
N O T E 8 . INFORMATION RELATING TO MARKET RISK AND THE FAIR VALUE
OF FINANCIAL ASSETS AND LIABILITIES 120
8.1. Information on risk 120
8.2. Fair value of f inancial instruments 121
N O T E 9 . SHAREHOLDERS’ EQUITY AND EARNINGS PER SHARE 122
9.1. Shareholders ’ equity 122
9.2. Earnings per share 123
NOTE 10. PROVISIONS 123
NOTE 11. EMPLOYEE BENEFITS 124
11.1. Average workforce 124
11.2. Pension and other post-employment benefit commitments 124
11.3. Compensation of governing and management bodies (related parties) 126
11.4. Share-based payment transactions 126
NOTE 12. TAXES 127
12.1. Tax charges 127
12.2. Deferred tax 128
NOTE 13. RELATED-PARTY TRANSACTIONS 129
NOTE 14. EVENTS AFTER THE REPORTING PERIOD 129
NOTE 15. FEES OF STATUTORY AUDITORS AND MEMBERS OF THEIR NETWORKS 130
NOTE 16. LIST OF CONSOLIDATED COMPANIES 130
16.1. Fully consolidated 130
16.2. Accounted for using the equity method 130
NOTE 17. CROSS-REFERENCE TABLE FOR THE NOTES TO THE 2016-2015
FINANCIAL STATEMENTS 131
107REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
The Blue Solutions Group is a limited company (société anonyme) incorporated
under French law and subject to all legislative and other provisions applying to
trading companies in France, and in particular those of the French company law
(Code de commerce). Its registered offi ce is at Odet, 29500 Ergué-Gabéric. The
company is listed on the Paris stock exchange.
The Blue Solutions Group (the Group) comprises Blue Solutions and its subsidiar-
ies. Blue Solutions is consolidated in the fi nancial statements of Bolloré and of
Bolloré Participations.
On March 23, 2017, the Board of Directors approved the Blue Solutions Group’s
consolidated fi nancial statements for the year ended December 31, 2016. These
fi nancial statements will only become fi nal aft er approval by the General Meeting
of Shareholders to be held on June 1, 2017.
NOTE 1. SIGNIFICANT EVENTS
ACQUISITION OF CAPACITOR SCIENCES INC
On September 21, 2016, Blue Solutions Canada acquired controlling interests in
Capacitor Sciences Inc, a start up based in Palo Alto, California, with some fi ft een
employees. Following the deal, Blue Solutions Group owned the company
outright.
This company specializes in studying and researching new molecules for storing
electricity with a view to substantially improving the performance of LMP batter-
ies (density, cyclability and charge speed).
The company has multiple patents that safeguard its ownership of ongoing
developments.
The company was thus fully consolidated in the financial statements of Blue
Solutions Group from the acquisition of controlling interests. See note 4.1.1 –
Changes in consolidation scope in 2016.
2016 RESULTS
In full year 2016, turnover totaled 109.3 million euros, compared with 121.9 mil-
lion euros a year earlier, a 10.3% decline. The sustained level of business with
Bluebus was not enough to off set the decline in sales for stationary applications.
In total, 2,460 batteries were sold, compared with 2,849 in 2015.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The Group’s consolidated financial statements for 2016 were drawn up
in accordance with the IFRS (International Financial Reporting Standards),
as adopted by the European Union on December 31, 2016 (available at the
following address: http://ec.europa.eu/internal_market/accouting/ias_en.
htm#adopted-commission).
The Group applies IFRS as adopted by the European Union.
These diff er from the IASB’s compulsory IFRS on the following points:
• compulsory application standards according to the IASB but not yet adopted or
to be applied aft er closure according to the European Union: see note 2.1 –
Changes in standards.
108 BLUE SOLUTIONS20.3. Consolidated financial statements
2.1. CHANGES IN STANDARDS
2.1.1. IFRS, IFRIC interpretations or amendments applied by the Group from January 1, 2016
Standards, amendments or interpretations
Dates of adoption by
the European Union
Application dates:
fi scal years
beginning on or aft er
Amendment to IAS 19 “Defi ned-benefi t plans: employer contributions” 01/09/2015 02/01/2015
Improvements to IFRS – cycle 2010-2012 01/09/2015 02/01/2015
Amendments to IFRS 11 “Joint arrangements: acquisition of an interest in a joint operation” 11/25/2015 01/01/2016
Amendment to IAS 16 and IAS 38 “Clarifi cation on the acceptable modes of amortization” 12/03/2015 01/01/2016
Improvements to IFRS – 2012-2014 cycle 12/16/2015 01/01/2016
Amendments to IAS 1 “Presentation of fi nancial statements” as part of the “Disclosure Initiative” 12/19/2015 01/01/2016
Amendments to IAS 27 “Equity method in separate fi nancial statements” 12/23/2015 01/01/2016
Amendments to IAS 7 “Statement of cash fl ows” as part of the “Disclosure Initiative” 01/29/2016 01/01/2017
The application of these texts had no eff ect on the Group’s fi nancial statements at December 31, 2016, and over all the other periods presented.
2.1.2. Accounting standards or interpretations that the Group will apply in the future
On December 31, 2016, the IASB published standards and interpretations which have not yet been adopted by the European Union; at this date, they have not been
applied by the Group.
Standards, amendments or interpretations
Dates of
publication by the
IASB
Application dates
pursuant to IASB:
fi scal years
beginning on or aft er
IFRS 16 “Leases” 01/13/2016 01/01/2019
Amendments to IAS 12 “Income taxes: recognition of deferred tax assets for unrealized losses” 01/19/2016 01/01/2017
Clarifi cation of IFRS 15 Revenue from contracts with customers 04/12/2016 01/01/2018
Amendments to IFRS 2 “Classifi cation and measurement of share-based payment transactions” 06/20/2016 01/01/2018
Amendments to IFRS 4 “Applying IFRS 9 with IFRS 4 Insurance Contracts” 09/12/2016 01/01/2018
Improvements to IFRS – 2014-2016 cycle 12/08/2016 01/01/2018-
01/01/2017
IFRIC Interpretation 22 “Foreign Currency Transactions and advance consideration” 12/08/2016 01/01/2018
Amendment to IAS 40 “Transfers of Investment Property” 12/08/2016 01/01/2018
The Group is currently assessing the possible impact of these texts on the consolidated fi nancial statements.
The IASB published standards and interpretations, adopted by the European Union on December 31, 2016, for which the application date is aft er January 1, 2016.
These new provisions were not applied in advance.
Standards, amendments or interpretations
Dates of adoption by
the European Union
Application date
pursuant to European
Union: fi scal years
beginning on or aft er
IFRS 9 “Financial instruments” 11/29/2016 01/01/2018
IFRS 15 “Accounting of the revenue from contracts with customers” 10/29/2016 01/01/2018
The Group is in the process of fi nalizing its work on the implementation of these new standards.
In the case of IFRS 15 «Revenue from contracts with customers», preliminary work has been undertaken to identify the areas of impact for each Group business line.
The Group has not identifi ed any signifi cant impact compared with how revenue is currently recognized.
With respect to IFRS 9 «Financial Instruments», the Group also reviewed whether its methodology for funding provisions for trade receivables complied with IFRS 9.
109REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
2.2. ARRANGEMENTS FOR FIRST-TIME APPLICATION OF IFRS
In application of the provisions of IFRS 1.D16 concerning companies adopting
the IFRS aft er their parent company, the Group has chosen the possibility pro-
vided by the standard to keep the accounting values as shown in the consoli-
dated financial statements of the Bolloré Group, after adjustments, of the
information related to the Blue Solutions consolidation procedures in Bolloré, for
valuing its assets and liabilities on the opening balance sheet as at January 1,
2010.
In consequence, the fi rst-time application of IFRS options were those adopted by
the Bolloré Group on the date of transition of this Group to IFRS as of January 1,
2004 and are described below:
• business combinations prior to the IFRS changeover date have not been
restated, as this option does not impact the fi nancial statements of the Blue
Solutions Group;
• the accumulated amount of the translation differences compared with the
Group was considered as being zero as at January 1, 2004 in the IFRS opening
balance sheet of the Bolloré Group. Consequently, the translation diff erences
presented in Blue Solutions shareholders’ equity are the diff erences generated
since January 1, 2004;
• the cumulative amount of actuarial diff erences on employee benefi ts on Group
Bolloré’s IFRS changeover date of January 1, 2004, was booked to shareholders’
equity. It should be noted that Blue Solutions Group early adopted the revised
version of IAS 19 (see below) in its financial statements with effect from
January 1, 2010 and recognized the actuarial diff erences through shareholders’
equity from this date, in accordance with the conditions of this standard.
The provisions of IAS 32 and IAS 39 relating to fi nancial instruments were applied
by the Bolloré Group with eff ect from January 1, 2004.
The following options chosen by the Bolloré Group do not impact the fi nancial
statements of the Group:
• tangible assets have been revalued;
• only stock option plans issued aft er November 7, 2002, where the entitlement
to exercise options had still not been acquired by January 1, 2005, are recog-
nized under IFRS 2.
The shareholding in Cirtem is treated as equity in the Group’s IFRS financial
statements but is recognized as stock available for sale in the Bolloré Group
fi nancial statements, given that it was not considered signifi cant for this Group’s
fi nancial statements. This shareholding was recognized upon being acquired in
2010, in accordance with the conditions of revised IAS 28 in the Group’s fi nancial
statements.
2.3. USE OF ESTIMATES
Preparing the consolidated fi nancial statements requires that the Group’s man-
agement uses its judgment, makes estimates and uses assumptions that have an
impact on the amounts of the assets and liabilities and on the amounts recog-
nized as income/expenses during the fi scal year.
The principal judgments and estimates made by the management when prepar-
ing the fi nancial statements concern the following information in particular:
• the depreciable life of non-current assets (see notes 6.1 – Tangible assets and
6.2 – Other intangible assets);
• the valuations used in impairment tests (see note 6.3 – Goodwill); the estimate
of the recoverable value implies in particular making assumptions about cash
fl ows and discount rates;
• deferred taxes (Note 12 – Taxes);
• earn-out agreements (note 4.1 – Main changes in consolidation scope);
• evaluation in the debt related to the return to better fortune clause (Note 7.3
– Debt).
The Group regularly reviews its valuations in the light of historical data, the eco-
nomic climate and other factors. The amounts given in future Group fi nancial
statements could be aff ected as a result. Furthermore, the actual results may
diff er from these estimates.
NOTE 3. COMPARABILITY OF FINANCIAL STATEMENTS
The 2016 fi nancial statements are comparable to those for 2015 apart from the
changes in the consolidation scope (Note 4 – Consolidation scope).
Had Capacitor Sciences Inc, acquired in 2016, been consolidated as from
January 1, 2016, the Group’s operating income would have been 2,821 thousand
euros lower.
NOTE 4. CONSOLIDATION SCOPE
Accounting policies
● Consolidation scope
Companies over which the Group exercises exclusive control are fully
consolidated.
Those companies on which the Group has a considerable infl uence are consoli-
dated by the equity method.
The Group assesses on a case-by-case basis in respect of each shareholding all of
the details enabling the type of control exercised by it to be characterized and
reviews this assessment in the case of changes aff ecting governance or if facts
and circumstances can indicate a change in control exercised by the Group.
The Group holds securities of the two companies, which individually and collec-
tively are not significant in relation to the consolidated financial statements.
They are thus excluded from the consolidation scope. Their materiality is
assessed before the end of each fi scal year.
● Translation of Foreign companies’ fi nancial statements
The fi nancial statements of non-French companies whose operating currency is
diff erent from the currency in which the Group’s consolidated fi nancial state-
ments are presented are converted in accordance with the “closing price”
method. Their balance-sheet items are translated at the exchange rate prevailing
at the close of the fi nancial period, and income statement items at the average
rate for the period. The resulting translation adjustments are recorded under
translation adjustments in the consolidated reserves.
Goodwill relating to Foreign companies is regarded as part of the assets and lia-
bilities acquired and accordingly translated at the exchange rate prevailing on
the closing date.
● Business combinations
As specifi ed in section 2.2 – Arrangements for the fi rst-time application of IFRS,
the Group recognized existing goodwill on January 1, 2010 for the value calcu-
lated in respect of the consolidation requirements of the Bolloré Group.
● Accounting for changes in consolidated ownership interests without loss
of control
In accordance with IFRS 10 paragraph B96, the entity recognizes all diff erences
between the adjustment of the value of interests not giving control and the fair
value of the consideration paid or received directly in shareholders’ equity, Group
share.
● Loss of control
In accordance with IFRS 10 “Consolidated fi nancial statements” paragraphs B97
to 99, the Group posts in the income statement, on the date of loss of control,
the diff erence between:
• the sum of:
– the fair value of the consideration received,
– the fair value of any interests retained;
• and the book value of these items.
The Group includes the effect of losses of control in “Other financial income
(expenses)”.
110 BLUE SOLUTIONS20.3. Consolidated financial statements
4.1. MAIN CHANGES I N CONSOLIDATION SCOPE
4.1.1. 2016 fi scal year
Acquisition of Capacitor Sciences IncOn September 21, 2016, Blue Solutions Canada acquired controlling interests in
Capacitor Sciences Inc, a start up based in Palo Alto, California. The company was
thus fully consolidated in the fi nancial statements of Blue Solutions Group from
the acquisition of controlling interests.
The acquisition of controlling interests was treated in accordance with IFRS 3R,
and in accordance with the standards the earn-outs provided for upon acquisi-
tion were measured at fair value and included in the calculation of goodwill.
Management of Blue Solutions assessed the likelihood of the payment of the
earn-outs along with the likely timing of their payment.
The provisional goodwill accordingly recognized during the period amounted to
25.6 million US dollars (24.2 million euros at December 31, 2016) – see note 6.3.1
– Change in goodwill. The liability relating to the earn-outs amounted to
15.8 million US dollars (14.6 million euros at December 31, 2016) – see note 5.8.2
– Other non-current liabilities.
Outfl ows during the period for the acquisition of securities recognized in the
Group’s financial statements was 8.0 million euros while the cash acquired
totaled 0.4 million euros – see Changes in consolidated cash fl ows.
4.1.2. 2015 fi scal year
None.
4.2. COMMITMENTS GIVEN AND RECEIVED AS PART OF SHARE DEALINGS
4.2.1. Commitments received
Options concerning Blue Applications scopeBlue Solutions Group has seven call options over each Blue Applications com-
pany, which can be exercised between September 1, 2016 and June 30, 2018:
1. Bluecar, Autolib’ and Bluecarsharing (this agreement can only be exercised on
the three companies together);
2. Bluebus;
3. Blueboat;
4. Bluetram;
5. Bluestorage;
6. Polyconseil;
7. IER.
On March 23, 2017, the Board of Directors of Blue Solutions reviewed the compa-
ny’s position and outlook for the coming years. In this respect, acting on a pro-
posal from the Chief Executive Offi cer and on the basis of expert appraisal, the
Board of Directors of Blue Solutions decided that it would not exercise the call
options held concerning Blue Applications until their expiry, namely June 30,
2018, considering that it still required very signifi cant investment and that it was
preferable to focus Blue Solutions’ eff orts on improving its technology.
The companies in question are not consolidated in these fi nancial statements.
NOTE 5. ACTIVITY DATA
5.1. TURNOVER
Turnover
The Group’s main line of business is producing and selling Lithium Metal Polymer batteries. Income is included in turnover where the business has transferred to the
purchaser the risks and benefi ts inherent in the ownership of the goods.
(in thousands of euros) 2016 2015
Sale of goods 96,310 112,084
Provision of services 8,267 5,767
Income from associated activities 4,751 4,009
TURNOVER 109,337 121,860
Change in turnover is listed by operating segment in note 5.2 – Information on the operating segments.
5.2. INFORMATION ON OPERATING SEGMENTS
Accounting policies
The Group produces and sells batteries and makes the majority of its sales in France. The Group focuses on a single industry and the segment reporting based on the
core business is therefore clearly visible in the fi nancial statements.
The breakdown of segment information by geographical area is as follows:
• France;
• Americas.
Performance is not tracked on a geographical basis by management.
5.2.1. Information by partner
(in thousands of euros) 2016 2015
TURNOVER(1) 109,337 121,860
– Bluecar 86,206 91,218
– Bluebus 18,101 8,053
– Bluestorage 2,916 19,218
– Bluetram 465 396
(1) Total turnover with controlled entities of the Bolloré Group, see note 13 – Related-party transactions.
111REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
5.2.2. Information by geographical area
(in thousands of euros)
France and overseas
departments and territories Americas TOTAL
IN 2016
Turnover 106,962 2,375 109,337
Intangible assets 156 3,953 4,109
Tangible assets 83,057 17,787 100,844
Tangible and intangible capital expenditure 16,467 1,672 18,139
In 2015
Turnover 120,317 1,543 121,860
Intangible assets 181 4,355 4,536
Tangible assets 81,085 20,404 101,489
Tangible and intangible capital expenditure 15,433 1,749 17,182
5.3. MAIN CHANGES AT CONSTANT SCOPE AND EXCHANGE RATES
The table below shows the impact of changes in the scope and exchange rate on the key fi gures, with the 2015 data being applied to the December 2016 consolidation
scope and exchange rate.
Where reference has been made to data at constant scope and exchange rates, this means that the impact of changes in the exchange rate and changes in consolida-
tion scope (acquisitions or sales of shareholding in a company, change in percentage of integration, change in consolidation method) has been restated.
(in thousands of euros) 2016 2015
Changes in
consolidation scope
Foreign exchange
variations
2015 constant
scope and
exchange rates
Turnover 109,337 121,860 0 (51) 121,809
Operating income(1) (442) 3,215 (659) 104 2,660
(1) Consolidation scope eff ect linked to the acquisition of Capacitor Sciences Inc.
5.4. OPERATING INCOME
Accounting policies
● Other operating income and expenses
Other operating income and expenses mainly include gains and losses on the
acquisition and disposal of non-current assets, net foreign exchange gains or
losses on operating transactions, the research tax credit and the competitiveness
and jobs tax credit (CICE).
● Foreign currency transactions
Foreign currency transactions are translated into the entity’s functional currency
at the exchange rate prevailing on the transaction date. At the close of the
fi nancial period, monetary items denominated in foreign currency are translated
into euros at the year-end exchange rate. The resulting foreign exchange gains
and losses are recognized under “Foreign exchange gains and losses” and pre-
sented under operating income in respect of commercial transactions.
The Group occasionally makes short-term forward currency purchases. The gains
and losses on the currency derivatives are recorded as operating income for
commercial transactions. The Group did not have an agreement of this type in
place as at December 31, 2016.
● Government grants
The Group recognizes operating subsidies and capital expenditure received in
accordance with the provisions of IAS 20 “Accounting for government grants and
disclosure of government assistance”. Government grants related to capital
expenditure are recognized as unearned income and amortized on a straight-line
basis in accordance with the lifetime of the assets concerned. Operating subsi-
dies are recognized as operating income in “Other earnings”. Government grants
are recognized when it is reasonably certain that the company has satisfi ed the
conditions related to grant programs.
The research tax credit and the competitiveness and jobs tax credit, deemed to
be operating subsidies, are recognized as operating income in “Other earnings”.
(in thousands of euros) 2016 2015
Turnover(1) 109,337 121,860
Goods and services bought in: (69,453) (81,313)
– goods and services bought in (68,748) (80,828)
– lease payments and rental expenses (705) (485)
Staff costs (31,451) (27,024)
Amortization and provision expense (18,658) (18,314)
Other operating income (*) 12,486 10,140
Other operating expenses (*) (2,703) (2,134)
OPERATING INCOME (442) 3,215
(1) Change in turnover is listed by geographical area in note 5.2.2 – Information by geographical area.
112 BLUE SOLUTIONS20.3. Consolidated financial statements
(*) Details of other operating income and expenses
(in thousands of euros)
2016 2015
Total
Operating
income
Operating
expenses Total
Operating
income
Operating
expenses
Capital gains (losses) on the disposal of non-current
assets 0 1,696 (1,696) 0 317 (317)
Foreign exchange gains and losses (280) 669 (949) (591) 890 (1,481)
Research tax credit 8,573 8,573 0 8,091 8,091 0
Other 1,490 1,548 (58) 506 842 (336)
OTHER OPERATING INCOME AND EXPENSES 9,783 12,486 (2,703) 8,006 10,140 (2,134)
5.5. INVENTORIES AND WORK IN PROGRESS
Accounting policies
Inventories are entered at the lower of their cost and their net realizable value, with the cost being estimated on the basis of the average weighted cost. Costs, esti-
mated on the basis of target returns, includes direct costs of materials including ancillary costs, plus any direct labor costs as well as other directly attributable
expenses. Fixed costs are recognized in accordance with normal operations.
The net realizable value is the estimated selling price in the normal course of business, less the estimated cost of completing the goods and the estimated expense
needed to make the sale (essentially selling expenses).
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Gross value Provisions Net value Gross value Provisions Net value
Raw materials, supplies, etc. 12,393 (1,268) 11,125 14,963 (543) 14,420
Semi-fi nished, intermediate and fi nished
products 8,233 0 8,233 6,033 0 6,033
Goods 2,880 (159) 2,721 2,229 0 2,229
TOTAL 23,506 (1,427) 22,079 23,225 (543) 22,682
5.6. TRADE AND OTHER RECEIVABLES
Accounting policies
Trade and other receivables are current fi nancial assets initially booked at their fair value, which generally corresponds to their nominal value, unless the eff ect of
discounting is signifi cant.
At each year end, receivables are valued at amortized cost, aft er deducting any impairment losses due to collection risk.
The Group’s trade receivables are funded on an individual basis taking into account the age of the receivable and external information allowing the fi nancial health of
the debtor to be assessed.
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Gross value Provisions Net value Gross value Provisions Net value
Trade accounts receivable 8,885 0 8,885 12,343 0 12,343
Taxes and social security contributions(1) 10,053 0 10,053 10,303 0 10,303
Other operating receivables 27 0 27 80 0 80
TOTAL 18,965 0 18,965 22,726 0 22,726
(1) Including 7.7 million euros at December 31, 2016 in Blue Solutions research tax credit receivables for 2013 (8.0 million for 2012 at December 31, 2015) recoverable in the next twelve months.
Aged balance of past due receivables without provisions at the year end
At December 31, 2016(in thousands of euros) Total Not past due Past due 0 to 6 months 6 to 12 months More than 12 months
Net trade receivables(1) 8,885 8,647 238 236 2 0
(1) Past due trade receivables essentially include work in progress with the companies of the Bolloré Group.
At December 31, 2015(in thousands of euros) Total Not past due Past due 0 to 6 months 6 to 12 months More than 12 months
Net trade receivables 12,343 9,768 2,575 1,971 498 106
113REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
5.7. TRADE AND OTHER PAYABLES
(in thousands of euros) At 12/31/2015
Changes in
consolidation
scope Net changes
Foreign
exchange
variations
Other
transactions At 12/31/2016
Due to suppliers 11,617 179 (5,067) 151 0 6,880
Tax and social security contributions payable 5,394 62 1,112 47 0 6,615
Other operating payables 3,444 0 961 (161) 0 4,244
TOTAL 20,455 241 (2,994) 37 0 17,739
5.8. OTHER ASSETS AND LIABILITIES
Accounting policies
● Classifi cation as current/non-current
The Group considers that all assets and liabilities related to current activity are current assets and liabilities, irrespective of when they are due. All the other assets and
liabilities are classifi ed as current when the due date for their being paid off is under one year from the date of closure of the fi scal year presented, otherwise they are
considered to be non-current.
5.8.1. Other non-current assets
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Gross value Provisions Net value Gross value Provisions Net value
Research and competitiveness and jobs tax credits 25,564 0 25,564 24,747 0 24,747
TOTAL 25,564 0 25,564 24,747 0 24,747
This item includes the research tax credit receivables of Blue Solutions for the 2014, 2015 and 2016 fi scal years. Blue Solutions expects to recover 8.7 million euros in
2018, 7.6 million euros in 2019 and 8.2 million euros in 2020 at the latest.
5.8.2. Other non-current liabilities
(in thousands of euros) At 12/31/2015
Changes in
consolidation scope Changes net of
Changes
currency
Other
transactions At 12/31/2016
Commitments to purchase non-controlling
interests (1) 0 13,748 0 899 0 14,647
Other non-current liabilities(2) 632 0 (55) 29 (327) 279
TOTAL 632 13,748 (55) 928 (327) 14,926
(1) Purchase commitments relating to the Capacitor Sciences Inc. earn-outs by Blue Solutions Canada Inc. See note 4.1.1 – Changes in consolidation scope in 2016.
(2) Includes investment subsidies – share at over one year.
5.8.3. Other current assets
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Gross value Provisions Net value Gross value Provisions Net value
Prepayments 573 0 573 603 0 603
TOTAL 573 0 573 603 0 603
5.8.4. Other current liabilities
(in thousands of euros) At 12/31/2015
Changes in
consolidation scope Net changes
Foreign exchange
variances
Other
transactions At 12/31/2016
Unearned income 98 0 219 0 0 317
Other current debts(1) 318 0 (328) 21 327 338
TOTAL 416 0 (109) 21 327 655
(1) Includes investment subsidies – share at under one year.
114 BLUE SOLUTIONS20.3. Consolidated financial statements
5.9. OFF-BALANCE SHEET COMMITMENTS FOR OPERATING ACTIVITIES
5.9.1. Commitments given
At December 31, 2016(in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Firm investment commitments and other purchase commitments 8,452 8,452 0 0
At December 31, 2015(in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Firm investment commitments and other purchase commitments 10,585 10,585 0 0
Concerning, at December 31, 2016 and at December 31, 2015, current investment commitments for manufacturing capacity increases for 6.8 million euros and
6.1 million euros, respectively.
5.9.2. Commitments received
At December 31, 2016(in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
For operational activities(1) 546 475 71 0
(1) Concerns guarantees granted by suppliers in exchange for advances paid in respect of orders
At December 31, 2015(in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
For operational activities(1) 1,635 1,528 107 0
(1) Concerns guarantees granted by suppliers in exchange for advances paid in respect of orders
NOTE 6. TANGIBLE AND INTANGIBLE ASSETS
6.1. TANGIBLE ASSETS
Accounting policies
Tangible assets are entered at their acquisition or production cost, less cumula-
tive impairment and any recognized impairment.
Impairment is generally determined using the straight-line method over the
asset’s useful lifetime; the accelerated impairment method may nevertheless be
used if it appears more relevant to the conditions under which the equipment
concerned is used. In the case of certain complex non-current assets with diff er-
ent components (buildings, for instance), each component is depreciated over its
specifi c useful lifetime.
The main useful lifetimes of various categories of tangible assets are as follows:
Buildings 20 years
Fittings 10 years
Plant, machinery & equipment 5-10 years
Rolling stock and rolling prototypes 2-3 years
Offi ce and IT equipment 4-5 years
Other tangible assets 3-10 years
Depreciable lives are periodically reviewed to check their relevance.
The start date for depreciation is that on which the asset came into service.
● Leases
The Group studies all the leases in which it is involved as lessee in accordance
with the criteria of IAS 17 “Leases”. If applicable, leases are recognized as fi nance
lease when the terms of the lease substantially transfer almost all the risks and
benefi ts inherent to the real estate to the lessee. All other leases are classifi ed as
operating leases. The Group has not identifi ed any signifi cant fi nance lease for
the fi nancial statements presented.
Rent paid on an operating lease is charged to the income statement on a
straight-line basis throughout the term of the lease.
115REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Gross value
Amortization
and impairment Net value Gross value
Amortization
and impairment Net value
Land and fi xtures and fi ttings 4,529 (885) 3,644 4,466 (723) 3,743
Buildings and fi tting-out 70,554 (26,460) 44,094 62,031 (22,190) 39,841
Plant and equipment 99,481 (64,358) 35,123 97,106 (55,145) 41,961
Other 21,600 (3,617) 17,983 19,109 (3,165) 15,944
TOTAL 196,164 (95,320) 100,844 182,712 (81,223) 101,489
Net change in position in 2016
Net values(in thousands of euros) At 12/31/2015
Gross
acquisitions (1)
Disposals
NAV
Net
allowances
Changes in
consolidation scope
Foreign
exchange
variations
Other
changes(2) At 12/31/2016
Land and fi xtures and fi ttings 3,743 0 0 (162) 0 63 0 3,644
Buildings and fi tting-out 39,841 25 0 (3,958) 0 472 7,714 44,094
Plant and equipment 41,961 679 (1,696) (11,655) 184 580 5,070 35,123
Other(3) 15,944 17,251 0 (380) 17 91 (14,940) 17,983
NET VALUES 101,489 17,955 (1,696) (16,155) 201 1,206 (2,156) 100,844
(1) Aft er taking account of changes in payables on tangible assets of 661 thousand euros, disbursements related to acquisitions of tangible assets amounted to 17,344 thousand euros.
(2) Including 2,156 thousand euros relating to the reclassifi cation as inventory of batteries initially leased to Bluebus, which bought them.
(3) Of which non-current assets in progress.
Capital expenditure is broken down by geographical area in note 5.2.2 – Information by geographical area.
6.2. INTANGIBLE ASSETS
Accounting policies
Intangible assets mainly include usage rights, patents and soft ware. They are amortized over their useful lifetime using the straight-line method.
The useful lifetimes of the main categories of intangible assets are as follows:
Patents 10-15 years
Soft ware and IT licenses 1-5 years
In accordance with IAS 38 “Intangible assets”, research and development expenditures are recorded as expenses on the income statement of the fi scal year in which
they are incurred, with the exception of development costs, which come under intangible assets if the conditions under which they will yield returns meet the criteria
set out by the standard in full. For the fi scal years presented, no development costs met these criteria and none were therefore activated.
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Gross value
Amortization
and impairment Net value Gross value
Amortization
and impairment Net value
Operating rights, patents, development costs 8,961 (4,909) 4,052 8,301 (3,821) 4,480
Other 130 (73) 57 121 (65) 56
TOTAL 9,091 (4,982) 4,109 8,422 (3,886) 4,536
Net change in position in 2016
Net values(in thousands of euros) At 12/31/2015
Gross
acquisitions (1)
Disposals
NAV
Net
allowances
Changes in
consolidation
scope
Foreign
exchange
variations
Other
transactions At 12/31/2016
Operating rights, patents,
development costs 4,480 59 0 (874) 8 263 116 4,052
Other 56 126 0 (8) 0 0 (117) 57
NET VALUES 4,536 185 0 (882) 8 263 (1) 4,109
(1) Disbursements related to acquisitions of tangible assets amounted to 185 thousand euros.
116 BLUE SOLUTIONS20.3. Consolidated financial statements
6.3. GOODWILL
Accounting policies
Goodwill on controlled companies is entered in consolidated balance sheet
assets under “Goodwill”. Goodwill is not amortized but subjected to an impair-
ment test at least once a year and whenever there is an indication of impairment.
When impairment is found, the diff erence between the asset’s book value and its
recoverable value is recognized among operating expenses for the fi scal year.
This goodwill impairment cannot be reversed.
Intangible and tangible assets are tested for impairment. In the case of non-cur-
rent assets with indefi nite lifetimes (e.g. goodwill), a test is carried out at least
once a year, as well as whenever there is an indication that they have lost value.
For other non-current assets, a test is carried out only when there is an indication
of a loss of value.
Assets tested for impairment are grouped in Cash-Generating Units (CGUs), each
corresponding to a homogeneous set of assets whose use generates an identifi -
able cash fl ow. When a CGU’s recoverable value is less than its net book value, an
impairment is recognized and charged as an operating expense. The CGU’s
recoverable value is the market value (less selling costs) or its value in use,
whichever is higher. The value in use is the present discounted value of the fore-
seeable cash fl ow from use of an asset or a CGU. The discount rate is determined
on the basis of the geographical area and the profi le of the business risk.
To date, the Group has only identifi ed one “CGU”.
6.3.1. Change in goodwill
(in thousands of euros)
At December 31, 2015 556
Acquisitions of controlling interests 23,415
Foreign exchange variations 805
AT DECEMBER 31, 2016 24,776
6.3.2. Defi nition and reorganization of CGUs
As at December 31, 2016, Blue Solutions Group includes a single Cash-Generating
Unit (CGU), with the activities of the fully-consolidated entities being
interdependent.
This business is described in notes 5.1 – Turnover and 5.2 – Information on
operating segments.
6.3.3. Calculation of the recoverable value
In accordance with IAS 36 “Impairment of assets”, goodwill is tested for impair-
ment every year. The tests are performed at least once a year on the reporting
date.
When a CGU’s recoverable value (the higher of its fair value and its value in use) is
lower than its book value, an impairment loss is recognized in operating profi t
and loss under the item “Amortization and provisions”.
The value in use is calculated by present discounting the forecast aft er-tax cash
fl ows from operations.
The fair value is calculated using market data.
6.3.4. Main assumptions of the process of calculating the
recoverable value
As at December 31, 2016 and December 31, 2015, the Group estimated the
recoverable value on the basis of the market price of Blue Solutions.
As the value obtained in this manner is greater than the book value of the CGU,
no impairment was necessary.
NOTE 7. FINANCIAL STRUCTURE AND FINANCIAL COSTS
7.1. FINANCIAL INCOME
Accounting policies
Net fi nancing expenses include interest charges on debt, interest received on
cash deposits and any changes in value of derivatives held for hedging and based
on items of Group net debt.
Other fi nancial assets, losses and profi ts associated with acquisitions and dispos-
als of securities, the eff ect of fair valuation when control is obtained or given up,
net exchange gains concerning fi nancial transactions, discounting eff ects, divi-
dends received from non-consolidated companies, changes in fi nancial provi-
sions and any changes in value of derivatives relating to fi nancial transactions.
● Foreign currency transactions
Foreign exchange gains and losses resulting from the translation of monetary
items denominated in foreign currencies are recognized under “Other fi nancial
income and expenses” in respect of fi nancial transactions, with the exception of
translation adjustments concerning the fi nancing of net capital expenditure in
certain foreign subsidiaries, which are recognized in shareholders’ equity under
“Translation adjustments” until the date of sale of the shareholding.
Gains and losses on foreign exchange derivatives used for hedging are entered
under fi nancial income in respect of fi nancial transactions.
(in thousands of euros) 2016 2015
Net fi nancing expenses (637) (637)
– interest expense (688) (696)
– income from fi nancial receivables 51 59
Other fi nancial income(*) 3,170 828
Other fi nancial expenses(*) (866) (3,128)
FINANCIAL INCOME (1,667) (2,937)
(*) Details of other fi nancial income and expenses
(in thousands of euros)
2016 2015
Total
Financial
income
Financial
expenses Total
Financial
income
Financial
expenses
Eff ect of changes in consolidation scope (290) 0 (290) 0 0 0
Changes in fi nancial provisions (137) 0 (137) (28) 0 (28)
Other(1) 2,731 3,170 (439) (2,272) 828 (3,100)
OTHER FINANCIAL INCOME AND EXPENSES 2,304 3,170 (866) (2,300) 828 (3,128)
(1) Mainly foreign exchange gains and losses related to short-term fi nancing granted by Blue Solutions to Blue Solutions Canada.
117REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
7.2. CASH AND CASH EQUIVALENTS
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Gross value Provisions Net value Gross value Provisions Net value
Cash 1,242 0 1,242 1,623 0 1,623
Cash management agreements – assets(1) 11,287 0 11,287 15,237 0 15,237
Cash and cash equivalents 12,529 0 12,529 16,860 0 16,860
Current bank facilities (25) 0 (25) (101) 0 (101)
NET CASH 12,504 0 12,504 16,759 0 16,759
(1) Cash agreement with Bolloré SA.
7.3. DEBT
Accounting policies
Non-current fi nancial liabilities consist of the share of loans and similar debts and fi nancial instruments exceeding one year at fair value through profi t and loss. In
particular, they include the debt linked to exercising the return to better fortune clause granted to Bolloré SA following the 37.5 million euro debt waiver obtained in
2009 (see note 9 – Shareholders’ equity and earnings per share).
Current fi nancial liabilities consist of the share of loans, fi nancial debts, current bank facilities and fi nancial instruments at under one year at fair value through profi t
and loss and trade and other payables.
Loans and other similar fi nancial debts are entered at amortized cost according to the eff ective interest rate method.
(in thousands of euros) At 12/31/2016 including current including non-current At 12/31/2015 including current including non-current
Loans from credit institutions 0 0 0 0 0 0
Other borrowings and similar debts(1) 34,888 307 34,581 35,931 895 35,036
GROSS DEBT 34,888 307 34,581 35,931 895 35,036
Cash and cash equivalents(2) (12,259) (12,259) 0 (16,860) (16,860) 0
NET DEBT 22,359 (12,222) 34,581 19,071 (15,965) 35,036
(1) Debt on the better fortunes clause (see below).
(2) Including, at December 31, 2016, 1.2 million euros in cash and 11.3 million euros under the active cash agreement with Bolloré SA. See note 7.2 – Cash and cash equivalents.
Main characteristics of the items in net debt
Liabilities at amortized cost
Other borrowings and similar debts
(in thousands of euros) At 12/31/2016 (1) At 12/31/2015 (1)
Value 34,888 35,931
(1) Corresponds to the factoring in of the debt linked to the return to better fortune clause in favor of Bolloré relating to the debt waiver granted in 2009 in an amount of 34.9 million euros on
December 31, 2016 (including 0.3 million euros classifi ed as current, repaid to Bolloré in 2017), versus 35.8 million euros at December 31, 2015.
Blue Solutions is committed to repaying an amount of 37.5 million euros to Bolloré SA, said amount corresponding to the debt waived in 2009, by paying one-third of the company’s positive
profi t before tax, capped at the amount of the net profi t, until the debt has been paid off .
The debt recognized in the fi nancial statements corresponds to the current value of the commitment and is estimated on the basis of forecasts of future profi t/loss available on the dates on
which the fi nancial statements for Blue Solutions were prepared. The interest expenses representing the passage of time (–0.7 million euros as at December 31, 2016, versus –0.7 million euros
as at December 31, 2015) are recognized in the net fi nancing expenses on the basis of an eff ective interest rate corresponding to the average fi nancing rate of the lender. However, this interest
does not create cash outfl ows.
Subsequent changes (excluding the eff ect of discounting) to this debt, resulting from a transaction with shareholders, were recorded in shareholders’ equity for –1.7 million euros at
December 31, 2016 and –0.2 million euros at December 31, 2015.
118 BLUE SOLUTIONS20.3. Consolidated financial statements
Debt by currency
At December 31, 2016(in thousands of euros) Total Euros US dollars GBP Other currencies
Loans from credit institutions 0 0 0 0 0
Other borrowings and similar debts 34,888 34,888 0 0 0
TOTAL GROSS DEBT 34,888 34,888 0 0 0
At December 31, 2015(in thousands of euros) Total Euros US dollars GBP Other currencies
Loans from credit institutions 0 0 0 0 0
Other borrowings and similar debts 35,931 35,931 0 0 0
TOTAL GROSS DEBT 35,931 35,931 0 0 0
Debt by interest rate (amounts before hedging)
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Total Fixed rate Variable rate Total Fixed rate Variable rate
Loans from credit institutions 0 0 0 0 0 0
Other borrowings and similar debts 34,888 0 34,888 35,931 0 35,931
TOTAL GROSS DEBT 34,888 0 34,888 35,931 0 35,931
7.3.1. Schedule of liabilities
At December 31, 2016(in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Loans from credit institutions 0 0 0 0
Other borrowings and similar debts 34,888 307 34,581 0
TOTAL FINANCIAL DEBTS 34,888 307 34,581 0
Non-current liabilities
Other non-current liabilities 14,926 0 14,926 0
Current liabilities
Trade and other payables 17,739 17,739 0 0
Current tax 59 59 0 0
Other current liabilities 655 655 0 0
At December 31, 2015(in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years
Loans from credit institutions 0 0 0 0
Other borrowings and similar debts 35,931 895 35,036 0
TOTAL FINANCIAL DEBTS 35,931 895 35,036 0
Non-current liabilities
Other non-current liabilities 632 0 632 0
Current liabilities
Trade and other payables 20,455 20,455 0 0
Current tax 290 290 0 0
Other current liabilities 416 416 0 0
119REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
7.4. INVESTMENTS IN EQUITY AFFILIATES
(in thousands of euros)
At December 31, 2015 1,572
Share in net income 28
Other transactions(1) (53)
AT DECEMBER 31, 2016 1,547
(1) Other transactions correspond to dividends paid by Cirtem to Blue Solutions.
Consolidated value of the companies accounted for using the equity method
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Share in net
income
Value of equity
share Share in net income
Value of equity
share
Cirtem(1) 28 1,547 230 1,572
TOTAL 28 1,547 230 1,572
(1) The company was 33.74% owned by Blue Solutions SA at December 31, 2016 and at December 31, 2015.
7.5. OFF-BALANCE SHEET COMMITMENTS FOR FINANCING ACTIVITIES
None.
NOTE 8. INFORMATION RELATING TO MARKET RISK
AND THE FAIR VALUE OF FINANCIAL ASSETS
AND LIABILITIES
8.1. INFORMATION ON RISK
This note should be read in conjunction with the information provided in the
Chairman’s Report on internal control included in this Registration Document
(section V – Defi nition and objectives of risk management and internal control).
The Group’s approach and the procedures put in place are also described in the
Chairman’s Report. This approach was not changed during the fi scal year.
Business-specifi c risks and particular legal risks are detailed in chapter 4 – Risk
factors of the registration document.
Main fi nancial risks concerning the group
Liquidity riskAt December 31, 2016, its net debt was 22.4 million euros (19.1 million euros as
at December 31, 2015). It includes –11.3 million euros under the cash agreement
with Bolloré SA (–15.2 million euros at December 31, 2015) and 34.9 million
euros under the return to better fortune clause with Bolloré SA (35.8 million
euros at December 31, 2015).
Blue Solutions is committed to repaying an amount of 37.5 million euros to
Bolloré SA, said amount corresponding to the debt waived in 2009, by paying
one-third of the company’s positive profi t before tax, capped at the amount of
the net profi t, until the debt has been paid off .
The debt recognized in the financial statements (34.9 million euros as at
December 31, 2016) corresponds to the present value of the commitment and
was estimated on the basis of the forecasts of future results available as of the
dates of drawing up the fi nancial statements for Blue Solutions. Interest expense
representative of the passage of time is recognized in the net fi nancing expenses
on the basis of an eff ective interest rate corresponding to the average fi nancing
rate of the lender. However, this interest does not create cash outfl ows.
The Blue Solutions Group has a cash agreement with the Bolloré Group which
may be used to cover its liquidity requirements. The Group considers that the
Bolloré Group has suffi cient liquidity to ensure fi nancing for the coming years.
The financial risks related to the Bolloré Group are presented in its 2016
Registration Document.
Interest rate riskAt December 31, 2016, the Group had net variable rate debt of 22.4 million euros,
versus 19.1 million euros at December 31, 2015. The cash management agree-
ment with Bolloré SA showed a net asset position of 11.3 million euros as at
December 31, 2016, versus 15.2 million euros as at December 31, 2015. This cash
agreement bears interest at the quarterly average EONIA rate +1.00% for
advances made by Bolloré SA and at the quarterly EONIA rate +0.50% for
advances made to Bolloré SA, it being noted that in both cases where the quar-
terly EONIA rate is negative it will be deemed to be 0%.
Interest expenses in respect of the debt relating to the return to better fortune
clause amounted to –0.7 million euros based on an interest rate of 2.01% at
December 31, 2016 (–0.7 million euros based on an interest rate of 1.98% at
December 31, 2015).
The sensitivity of the debt to a +1% change in the rate is as follows: annual
impact on fi nancing costs would be –0.3 million euros at December 31, 2016,
compared with –0.2 million euros at December 31, 2015.
Blue Solutions did not use fi nancial derivatives to hedge rates at December 31,
2016 or December 31, 2015.
Foreign exchange riskGroup turnover related to the sale of batteries is made in euros. Consequently,
nearly 98% of the turnover in the presented periods was generated in euros. The
company therefore considers that its turnover does not expose it in a signifi cant
manner to exchange rate risks.
Blue Solutions nonetheless conducts certain transactions in foreign currency:
intra-group purchases of batteries and the majority of production costs of the
Canadian site are carried out in Canadian dollars; some purchases of compo-
nents from outside suppliers are conducted in US dollars. The company consid-
ers that the impact related to currencies nevertheless remains limited on the
whole with regard to the Group’s operating income and is not hedged.
The Group’s operating income is not signifi cantly exposed to currency risk. The
Group’s total net currency gains/losses related to operating fl ows in foreign cur-
rency amounted to –280 thousand euros at December 31, 2016 and –591 thou-
sand euros at December 31, 2015.
In 2016 and 2015, the fi nancing of Blue Solutions Canada was provided by Blue
Solutions in Canadian dollars. Unrealized foreign exchange gains and losses
resulting from the conversion of the short-term loan for its euro counter-value
are recognized as net financial income at each year-end. Total net currency
impacts amounted to 2,701 thousand euros and –2,309 thousand euros for the
periods ended December 31, 2016 and December 31, 2015.
120 BLUE SOLUTIONS20.3. Consolidated financial statements
The impact of a 1% change in the Canadian dollar on the translation of the Group’s data is as follows:
(in thousands of euros) At 12/31/2016 At 12/31/2015
Turnover (24) 15
Operating income 36 (53)
Financial income 385 369
Net income 421 315
Shareholders’ equity 699 346
Credit and/or counterparty riskBlue Solutions considers it is not exposed to counterparty risk, as close to 99% of its turnover is generated with Bolloré Group companies.
Risk related to sharesBlue Solutions has no shareholdings other than those held in Blue Solutions Canada, Capacitor Sciences and Cirtem. Accordingly, it considers that it is not subject to
any risk on fl uctuation in share markets.
Raw materials riskGiven the portion represented individually by each type of raw material and component in its operating expenses, Blue Solutions has not put in place any measures
for this risk or any hedging measures for said risk.
8. 2. FAIR VALUE OF FINANCIAL INSTRUMENTS
At December 31, 2016(in thousands of euros)
Balance
sheet
value
Of which
non-
fi nancial
assets and
liabilities
Of which non-fi nancial assets and liabilities
Total
fi nancial
assets and
liabilities
Fair value
of
fi nancial
assets and
liabilities
Financial
assets/
liabilities at
fair value
through profi t
and loss
Investments
held to
maturity
Loans and
receivables/
payables at
amortized
cost
Financial
assets
available
for sale
Non-current fi nancial assets 209 0 0 0 207 2 209 209
Other non-current assets 25,564 0 0 0 25,564 0 25,564 25,564
Trade and other receivables 18,965 0 0 0 18,965 0 18,965 18,965
Other current assets 573 573 0 0 0 0 0 0
Cash and cash equivalents 12,529 0 1,242 0 11,287 0 12,529 12,529
TOTAL ASSETS 57,840 573 1,242 0 56,023 2 57,267 57,267
Long-term fi nancial debts 34,581 0 0 0 34,581 0 34,581 34,581
Other non-current liabilities 14,926 279 0 0 14,647 0 14,647 14,647
Short-term fi nancial debts 307 0 0 0 307 0 307 307
Trade and other payables 17,739 0 0 0 17,739 0 17,739 17,739
Other current liabilities 655 655 0 0 0 0 0 0
TOTAL LIABILITIES 68,208 934 0 0 67,274 0 67,274 67,274
121REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
At December 31, 2015(in thousands of euros)
Balance
sheet
value
Of which
non-
fi nancial
assets and
liabilities
Of which non-fi nancial assets and liabilities
Total
fi nancial
assets and
liabilities
Fair value
of fi nancial
assets and
liabilities
Financial
assets/
liabilities at
fair value
through profi t
and loss
Investments
held to
maturity
Loans and
receivables/
payables at
amortized cost
Financial
assets
available
for sale
Non-current fi nancial assets 104 0 0 0 102 2 104 104
Other non-current assets 24,747 0 0 0 24,747 0 24,747 24,747
Trade and other receivables 22,726 0 0 0 22,726 0 22,726 22,726
Other current assets 603 603 0 0 0 0 0 0
Cash and cash equivalents 16,860 0 1,623 0 15,237 0 16,860 16,860
TOTAL ASSETS 65,040 603 1,623 0 62,812 2 64,437 64,437
Long-term fi nancial debts 35,036 0 0 0 35,036 0 35,036 35,036
Other non-current liabilities 632 632 0 0 0 0 0 0
Short-term fi nancial debts 895 0 0 0 895 0 895 895
Trade and other payables 20,455 0 0 0 20,455 0 20,455 20,455
Other current liabilities 416 416 0 0 0 0 0 0
TOTAL LIABILITIES 57,434 1,048 0 0 56,386 0 56,386 56,386
(in thousands of euros)
12/31/2016 12/31/2015
Total
Of which
level 1
Of which
level 2
Of which
level 3 Total
Of which
level 1
Of which
level 2
Of which
level 3
Financial assets 2 0 0 0 2 0 0 0
Cash and cash equivalents 1,242 1,242 0 0 1,623 1,623 0 0
Financial liabilities valued
at fair value through profi t
and loss 0 0 0 0 0 0 0 0
No class transfer took place during the fi scal year.
The above table presents the method for valuing fi nancial instruments at fair
value (financial assets/liabilities at fair value through profit and loss and
Financial assets available for sale) required by IFRS 7 using the following three
levels:
• level 1: estimated fair value based on prices quoted on the asset markets for
identical assets or liabilities;
• level 2: fair value estimated by reference to the quoted prices mentioned for
level 1 that are observable for the asset or liability in question, either directly
(i.e. as prices) or indirectly (i.e. derived from prices);
• level 3: fair value estimated based on valuation techniques using inputs relat-
ing to the asset or liability which are not based on directly observable market
data.
NOTE 9. SHAREHOLDERS’ EQUITY AND EARNINGS
PER SHARE
Accounting policies
● Shareholders’ contributions
In accordance with the provisions of IAS 1-109, the Group recognizes in
share-holders’ equity any contributions made by the Bolloré Group, considering
that they are made in its capacity as a shareholder. Furthermore, these contribu-
tions are presented in the cash fl ows from fi nancing activities in the statement of
cash fl ows.
Moreover, in 2009 Blue Solutions benefited from a debt waiver granted by
Bolloré SA for an amount of 37.5 million euros. This waiver is the subject of a
return to better fortune clause which provides for reimbursing Bolloré SA as soon
as the results of Blue Solutions make this possible. This commitment is recog-
nized as a fi nancial debt in these fi nancial statements. This debt, resulting from
a transaction with the shareholders, appeared in the opening shareholders’
equity as of January 1, 2010; its later changes (excluding eff ect of discounting)
have been recognized as shareholders’ equity (see “Changes in consolidated
shareholders’ equity”). The debt recognized in the fi nancial statements corre-
sponds to the current value of the commitment and is estimated on the basis of
forecasts of future profit/loss available on the dates on which the financial
statements for Blue Solutions were prepared. Interest expense for the time that
will have lapsed is recognized in the net cost of financing, using an effective
interest rate equal to the lender’s average rate for fi nancing. However, this inter-
est does not create cash outfl ows.
Performance is not tracked on a geographical basis by management.
9.1. SH AREHOLDERS’ EQUITY
9.1.1. Changes in capital
As at December 31, 2016, the share capital of Blue Solutions SA Group amounted
to 144,191,580 euros, divided into 28,838,316 ordinary shares with a par value of
5 euros each and fully paid-up. During the period ending on December 31, 2016,
the weighted average number of ordinary shares and the weighted average
number of ordinary and potential dilutive shares was 28,838,316.
Transactions that aff ect or could aff ect the share capital of Blue Solutions are
subject to agreement by the General Meeting of Shareholders.
9.1.2. Dividends paid out by the parent company
The parent company did not pay any dividends in the period.
122 BLUE SOLUTIONS20.3. Consolidated financial statements
9.2. EA RNINGS PER SHARE
The table below gives a breakdown of the details used to calculate the basic and diluted earnings per share shown at the bottom of the income statement.
(in thousands of euros) 2016 2015
Net income, Group share, used to calculate earnings per share – basic (80) 20
Net income, Group share, used to calculate earnings per share – diluted (80) 20
Number of shares issued at December 31 2016 2015
Number of shares issued 28,838,316 28,838,316
Number of shares outstanding 28,838,316 28,838,316
Free shares 358,000 368,500
Number of shares issued and potential shares 29,196,316 29,206,816
Weighted average number of shares outstanding – basic 28,838,316 28,838,316
Potential dilutive securities resulting from the exercise of stock options(1) 0 235,970
Weighted average number of shares outstanding and potential shares – aft er dilution 28,838,316 29,074,286
(1) Potential stock was not taken into account when calculating the diluted net income per share for 2016 as it has no dilutive eff ect due to the loss generated in 2016.
NOTE 10. PROVISIONS
Accounting policies
Provisions are liabilities whose actual due date or amount cannot be determined precisely.
They are recognized when the Group has a present obligation resulting from a past act or event, which will probably entail an outfl ow of resources that can reasonably
be estimated. The amount entered must be the best estimate of the expenditure necessary to settle the obligation at the end of the accounting period. It is discounted
if the eff ect is signifi cant and the due date is further than one year away.
Based on the information available on the date of production of the fi nancial statements, the Group believes that the net costs of dismantling are insignifi cant. No
provision has been recognized in this respect in the fi nancial statements.
● Classifi cation as current/non-current
The Group considers that all assets and liabilities related to current activity are current assets and liabilities, irrespective of when they are due. All the other assets and
liabilities are classifi ed as current when the due date for their being paid off is under one year from the date of closure of the fi scal year presented, otherwise they are
considered to be non-current.
(in thousands of euros) At 12/31/2016
including
current
including
non-current At 12/31/2015
Including
current
Including
non-current
Provisions for litigation(1) 765 765 0 0 0 0
Provisions for warranties 258 258 0 464 464 0
Provisions for taxes(2) 799 0 799 0 0 0
Other provisions for charges 97 97 0 0 0 0
Provisions for contingencies and charges 1,919 1,120 799 464 464 0
Employee benefi t obligations 2,584 0 2,584 1,986 0 1,986
PROVISIONS 4,503 1,120 3,383 2,450 464 1,986
(1) 765 thousand euro provision for a supplier dispute.
(2) A tax audit was conducted by the authorities for the period 2012 to 2014. The procedure is still ongoing. The company has challenged all the assessments received. Nevertheless, out of
prudence, the company has funded a provision for a tax expense – value added CVAE tax (0.8 million euros) – on the grounds that it is likely to be paid.
Breakdown of changes over the period
(in thousands of euros) At 12/31/2015 Increase
Decrease Changes in
consolidation
scope
Other
transactions
Foreign
exchange
variations At 12/31/2016With use Without use
Provisions for litigation 0 765 0 0 0 0 0 765
Provisions for warranties 464 0 0 (206) 0 0 0 258
Provisions for taxes 0 799 0 0 0 0 0 799
Other provisions for charges 0 97 0 0 0 0 0 97
Employee benefi t obligations 1,986 263 (12) 0 0 347 0 2,584
TOTAL 2,450 1,924 (12) (206) 0 347 0 4,503
123REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
NOTE 11. EMPLOYEE BENEFITS
11.1. AVERAGE WORKFORCE
Breakdown of staff by segment
2016 2015
Electricity storage and solutions 437 371
TOTAL 437 371
11.2. PENSION AND OTHER POST-EMPLOYMENT BENEFIT COMMITMENTS
Accounting policies
● Post employment benefi ts
Post employment benefi ts concern end-of-service payments.
● Defi ned-benefi t plans
In line with IAS 19 “Employee benefits”, the Group’s commitments under
defi ned-benefi t plans, and likewise their cost, are valued by actuaries in accord-
ance with the projected unit credit method. Valuations are carried out each year
for the various schemes.
These schemes are non-fi nanced and their commitment is considered a liability
on the balance sheet, for the discounted value of the obligation.
The commitments related to employee benefi ts are valued using assumptions on
changes in wages, the age at which payment of individual entitlements takes
place, mortality rate and infl ation rate, then updated by using the interest rates
of private long-term fi rst rank bonds (reference rate used: IBoxx AA as at the valu-
ation date).
In accordance with the revised version of IAS 19, the resulting cost is immediately
recognized as an expense.
The actuarial cost entered as operating income for defined-benefit plans
includes the cost of benefi ts provided during the fi nancial period, the cost of any
past service, and the eff ects of any reduction or liquidation of the scheme. The
fi nance charge net of expected return on assets is recognized in net fi nancial
income.
Actuarial diff erences arise mainly from changes in assumptions and from the
diff erence between the results using the actuarial assumptions and the actual
outcome of the defi ned-benefi t plans. Actuarial diff erences are recognized in full
in the balance sheet, with an offsetting entry in consolidated shareholders’
equity.
● Defi ned-contribution schemes
Certain benefits are also provided under defined-contribution schemes. The
contributions for these schemes are entered as employee costs when they are
incurred.
● Other long-term benefi ts
Other long-term benefi ts are entered in the balance sheet as provisions. These
are commitments related to long-service bonuses.
This provision is valued according to the projected unit credit method.
Expenses related to these obligations are recognized in the operating statement,
with the exception of interest expense, which is recognized under financial
income.
Assets and liabilities included in the balance sheet
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Post employment
benefi ts
Other long-
term benefi ts Total
Post employment
benefi ts
Other long-
term benefi ts Total
Discounted value of commitments
(non-funded schemes) 2,247 337 2,584 1,697 289 1,986
NET BALANCE SHEET VALUE OF EMPLOYEE
BENEFIT OBLIGATIONS 2,247 337 2,584 1,697 289 1,986
Expenditure components
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Post employment
benefi ts
Other long-
term benefi ts Total
Post employment
benefi ts
Other long-
term benefi ts Total
Cost of services provided (119) (23) (142) (88) (17) (105)
Cost of past services (49) (11) (60) (430) (84) (514)
Actuarial gains and losses recognized 0 (21) (21) 0 4 4
Interest expenses (34) (6) (40) (24) (4) (28)
COSTS OF EMPLOYEE BENEFIT OBLIGATIONS (202) (61) (263) (542) (101) (643)
124 BLUE SOLUTIONS20.3. Consolidated financial statements
Changes in net balance sheet liabilities/assets
Changes in provisions
(in thousands of euros)
2016 fi scal year 2015 fi scal year
Post
employment
benefi ts
Other long-
term benefi ts Total
Post
employment
benefi ts
Other long-
term benefi ts Total
At January 1 1,697 289 1,986 1,217 203 1,420
Increase through P&L 202 61 263 542 101 643
Decrease through P&L 1 (13) (12) (30) (15) (45)
Actuarial gains and losses in shareholders’ equity 347 0 347 (32) 0 (32)
Translation adjustments 0 0 0 0 0 0
Other transactions 0 0 0 0 0 0
AT DECEMBER 31 2,247 337 2,584 1,697 289 1,986
Actuarial gains and (losses) recognized directly in shareholders’ equity
The changes in actuarial gains and losses shown in the statement of comprehensive income and recognized directly in shareholders’ equity are as follows:
(in thousands of euros) At 12/31/2016 At 12/31/2015
Opening balance (396) (428)
Actuarial gains and (losses) recognized in the period (for controlled entities) (347) 32
Closing balance (743) (396)
Valuation assumptions
Commitments are valued by actuaries who are independent from the Group. Any assumptions made reflect the specific nature of the plans and companies
concerned.
Full actuarial valuations are carried out each year during the fi nal quarter.
The commitments are all borne by Blue Solutions in France; there are no employee benefi t obligations as defi ned by IAS 19 for the subsidiary situated in Canada.
Discount rates determined by country or geographical area are obtained by reference to the yield rate of fi rst-class private bonds (with maturity equivalent to the term
of the schemes valued).
The main actuarial assumptions made in determining commitments are as follows:
(as a percentage) France
AT DECEMBER 31, 2016
Discount rate 1.20
Wage increases(1) 2.50
At December 31, 2015
Discount rate 2.00
Wage increases(1) 2.50
(1) Infl ation-adjusted.
Sensitivity
The sensitivity of the valuation to changes in the discount rate is as follows:
Change in the discount rate
As a percentage In thousands of euros
of –0.5% of +0.5% of –0.5% of +0.5%
Eff ect on commitment in 2016 7.66 –6.95 198 (180)
Eff ect on expense in 2017 2.10 –2.13 5 (5)
125REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
11.3. COMPENSATION OF GOVERNING AND MANAGEMENT BODIES (RELATED PARTIES)
(in thousands of euros) 2016 2015
Short-term benefi ts 585 565
Post employment benefi ts 0 0
Long-term benefi ts 0 0
Severance payments 0 0
Payment in shares(1) 238 238
Number of free Blue Solutions shares 55,000 55,000
(1) See characteristics of the plan note 11.4 – Share-based payment transactions.
There is no commitment on the part of the Group toward its executives or former
executives for pensions and similar indemnities.
No advance or credit has been granted by the Group to its corporate offi cers.
Some employees or company officers of the Group received Bolloré SA free
shares.
However, no corporate offi cers have received any in respect of their term of offi ce
in the companies of the Blue Solutions Group and thus no such expenditure was
posted in 2016 in the Group’s books. The total number of potential free
Bolloré SA shares held by company officers of Blue Solutions Group totaled
1,874,000.
11 .4. SHARE-BASED PAYMENT TRANSACTIONS
Accounting policies
The valuation and accounting arrangements for share subscription or share pur-
chase plans relating to shares in the parent company and its subsidiaries are set
out in IFRS 2 “Share-based payment”.
The granting of stock options or similar is a benefi t for the persons concerned
and as such counts as supplementary compensation. These benefi ts are recog-
nized as expenses on a straight-line basis over the vesting period in exchange for
an increase in shareholders’ equity for the plans redeemable in shares.
They are valued at the time of their granting on the basis of the fair value of the
shareholders’ equity instruments granted.
Blue Solutions free share allocation plan
Blue Solutions’ Board of Directors meeting of January 7, 2014, partially using the
authorization granted to it by the Extraordinary General Meeting of August 30,
2013, decided to award a fixed maximum amount of free shares of 380,000
shares, or 1.32% of the capital. 364,500 free shares were awarded in this way on
January 8, 2014, and 13,500 on April 7, 2014, in line with the procedures set out
by the General Meeting and the Board of Directors. The accounting treatment for
this plan was not changed during the fi scal year.
The fair value of the shares granted was calculated by an independent expert.
The fraction of this fair value representative of the services rendered to Blue
Solutions recorded in P&L under “Staff costs” off set in shareholders’ equity is
–1,532 thousand euros at December 31, 2016 and –1,532 thousand euros at
December 31, 2015.
Allocation conditions
Date of grant January 8, 2014 April 7, 2014
Number of shares granted 364,500 13,500
Share price on award date (in euros) 19.35 27.32
Vesting period 48 months 48 months
Holding period 2 years aft er vesting period 2 years aft er vesting period
Main assumptions
Dividend rate (as a percentage) 0.00 0.00
Risk-free rate (as a percentage) 1.49 at 6 years 1.49 at 6 years
1.01 at 4 years 1.01 at 4 years
Fair value of the option (including lock-up discount) (in euros) 17.29 24.42
At December 31, 2016
Number of remaining shares 344,500 13,500
Expense recognized in P&L (in thousands of euros) (1,450) (82)
126 BLUE SOLUTIONS20.3. Consolidated financial statements
NOTE 12. TAXES
Accounting policies
The Group calculates its income tax in accordance with the tax law in force at the
time.
In accordance with IAS 12 “Income taxes”, the timing diff erences between the
book values of assets and liabilities and their tax-base values give rise to recog-
nition of a deferred tax asset or liability, according to the variable carryforward
method using the tax rate adopted or virtually adopted on the closing date.
Deferred taxes are recognized for all timing diff erences unless the deferred tax is
generated by goodwill or by the initial recognition of an asset or liability which is
not a business combination and does not affect either accounting or fiscal
income on the transaction date.
A deferred tax asset is recognized for the carryforward of tax losses and of
unused tax credits, insofar as it is probable that there will in future be suffi cient
taxable income to which these tax losses and unused tax credits can be imputed
or if there are liability timing diff erences.
However, for the fiscal years presented, by virtue of IAS 12 paragraph 35, the
Group considered that given the recent history of unused tax losses, it was not
necessary to recognize the net deferred tax assets in respect of carrying forward
tax losses.
In line with IAS 12, deferred tax assets and liabilities are not discounted.
12.1. TAX CHARGES
12.1.1. Income tax analysis
(in thousands of euros) 2016 2015
Current tax 0 0
Provision (expense)/reversal for taxes (799) 0
Net change in deferred taxes 0 0
Other tax 0 0
Corporate added value contribution (534) (488)
TOTAL (1,333) (488)
For the fi scal years presented, by virtue of IAS 12 section 35, the Group considered that given the recent history of unused tax losses, it was not necessary to recognize
the net deferred tax assets in respect of carrying forward tax losses beyond the taxable liabilities temporary diff erences.
12.1.2. Explanation of income tax expense
By convention, the Group decided to apply the ordinary rate applicable in France, i.e. 33.3%.
The diff erence between the theoretical and actual tax liability may be analyzed as follows:
(in thousands of euros) 2016 2015
Consolidated net income (80) 20
Net income from companies accounted for using the equity method (28) (230)
Tax expense (income) 1,333 488
Income before tax 1,225 278
Theoretical tax rate 33.33% 33.33%
THEORETICAL TAX INCOME (EXPENSE) (408) (93)
Reconciliation
Permanent diff erences(1) 1,701 1,955
Eff ect of the sale of securities not taxed at the current rate 0 0
Capitalization (impairment) of losses carried forward and impairment of deferred taxes (2,476) (2,185)
Impact of tax rate diff erentials (150) (165)
Other 0 0
ACTUAL TAX INCOME (EXPENSE) (1,333) (488)
(1) Corresponds mainly to the tax eff ect of research tax credits (non-taxable revenue) for 2.7 million euros in 2016 and in 2015.
127REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
12.2. DEFERRED TAX
12.2.1. Origin of deferred tax assets and liabilities
(in thousands of euros) 12/31/2016 12/31/2015
Capitalization of tax losses carried forward(1) 3,153 3,335
Provisions for retirement and other employee benefi ts 749 566
Regulatory tax provisions (3,334) (3,436)
Temporary diff erences (570) (455)
Other 2 (10)
NET DEFERRED TAX ASSETS AND LIABILITIES 0 0
(1) Including 2.5 million euros at Blue Solutions as at December 31, 2016 and 2.7 million euros as at December 31, 2015.
12.2.2. Uncapitalized deferred tax
(in thousands of euros) 12/31/2016 12/31/2015
Tax loss carryforwards 66,678 63,650
TOTAL 66,678 63,650
Includes tax loss carryforwards in respect of the Canadian subsidiary of 11.4 million euros as at December 31, 2016 and 9.5 million euros as at December 31, 2015.
These tax losses are limited in time; as at December 31, 2016, the current defi cits expire between 2027 and 2034.
The other losses are not limited in time for the periods presented.
Furthermore, the company was the subject of an audit for the period from January 1, 2012 to December 31, 2014. The company has challenged all the tax assessments
made by the tax authorities. It has not yet received a response.
128 BLUE SOLUTIONS20.3. Consolidated financial statements
NOTE 13. RELATED-PARTY TRANSACTIONS
The consolidated fi nancial statements include the operations conducted by the
Group within the normal framework of its activities with the consolidated com-
panies in the Bolloré Group which controls the Group.
It should be noted that the Group has in particular entered into an agreement
with Bolloré SA concerning the provision of services, including the provision of
assistance, staff and resources and reclassifi cation of assets. The fi nancial condi-
tions of this agreement are as follows:
• provision of assistance: the amount of invoicing is determined on the basis of
Bolloré SA’s operating costs using an allocation formula;
• for the provision of staff and resources: the agreement specifi es reinvoicing at
cost for seconded personnel and equipment, reinvoicing by the hour for
aircraft ;
• for the reclassifi cation of assets or securities: they are calculated on the basis
of the net book value of the goods in the accounts of the transferor except for
changes in securities exceeding 500,000 euros and asset disposals exceeding
1,500,000 euros which are governed by a special agreement subject to the
procedures for related-party agreements.
In addition: Blue Solutions benefi ts from a cash management agreement with
Bolloré SA which manages the cash requirements and cash surpluses of Blue
Solutions. Borrowings made are subject to the quarterly average EONIA interest
rate +1.00% and loans at the EONIA rate +0.50%.
(in thousands of euros) 2016 2015
Turnover
non-consolidated entities in Blue Solutions Group(1) 108,755 120,228
entities accounted for using the equity method: Cirtem 0 0
Goods and services bought in
non-consolidated entities in Blue Solutions Group(1) (6,626) (7,302)
entities accounted for using the equity method: Cirtem 0 0
Other fi nancial income and expenses
non-consolidated entities in Blue Solutions Group(1) (636) (637)
entities accounted for using the equity method: Cirtem 0 0
Receivables associated with activity (excluding tax consolidation)
non-consolidated entities in Blue Solutions Group(1) 8,734 12,110
entities accounted for using the equity method: Cirtem 0 0
Provisions for bad debts 0 0
Payables associated with activity (outside tax consolidation)
non-consolidated entities in Blue Solutions Group(1) 1,040 1,646
entities accounted for using the equity method: Cirtem 0 0
Current accounts and cash management agreements – assets
non-consolidated entities in Blue Solutions Group(1) 11,278 15,237
entities accounted for using the equity method: Cirtem 0 0
Current accounts and cash management agreements – liabilities
non-consolidated entities in Blue Solutions Group(1) 0 0
entities accounted for using the equity method: Cirtem 0 0
(1) Entities jointly controlled by the Bolloré Group, not consolidated by the Blue Solutions Group, along with Group holding companies.
NOTE 14. EVENTS AFTER THE REPORTING PERIOD
DECISION OF THE BOARD OF DIRECTORS OF MARCH 23, 2017
The Board of Directors of Blue solutions, having reviewed the company’s position
and outlook, decided not to exercise the Blue Applications options (see note 4.2
- Commitments received as part of share dealings) and to begin negotiations
with the Board of Directors of Bolloré to work on the following objectives:
• put in place a new option exercise window;
• review the terms and conditions of the battery supply contract as provided for
by the latter;
• agree on a new contract to provide Blue Solutions with fi nancing from Bolloré,
the previous commitment having ended in June 2016.
LAUNCH OF A PUBLIC OFFERING BY BOLLORÉ
Bolloré, which had listed Blue Solutions at year-end 2013 at 14.50 euros per
share, while remaining bullish on the outlook for LMP® technology, but wishing
to maintain a reasonable growth rate and to continue investing for the long term,
will offer shareholders looking to exit an initial opportunity to sell their Blue
Solutions shares at 17 euros per share. To this end, a proposed tender off er will
be fi led with the French Financial Markets Authority (AMF) before the end of the
2017 fi rst half-year, once the aforementioned negotiations are complete and an
independent expert has been appointed to assess whether the off er price is fair.
Bolloré would like to make it clear at this point that it has no plans to carry out a
squeeze-out following this off er.
Shareholders who decide not to accept this offer to remain invested in Blue
Solutions will have a second opportunity to exit following the publication of the
2019 fi nancial statements. In this respect, if the average Blue Solutions share
price over a reference period is below 17 euros, Bolloré will file a new public
off ering on the same price terms as the fi rst. Further details on this commitment
will be provided in the circular for the fi rst public off ering.
129REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
NOTE 15. FEES OF STATUTORY AUDITORS AND MEMBERS OF THEIR NETWORKS
FEES BY NETWORK
(In thousands of euros) TOTAL 2016
Constantin Associés AEG Finances – Audit Expertise Gestion
Statutory Auditors Network Statutory Auditors Network
Amount
(before tax) %
Amount
(before tax) %
Amount
(before tax) %
Amount
(before tax) %
Certifi cation of the separate
and consolidated fi nancial
statements
– Blue Solutions 97 45 82 NA 52 100 NA
– Fully consolidated subsidiaries 0 0 0 0 0
Sub-total 97 45 82 52 100
Services other than
certifi cation of the fi nancial
statements
– Blue Solutions 10 10 18 NA 0 0 NA
– Fully consolidated subsidiaries 0 0 0 0 0
Sub-total 10 10 18 0 0
TOTAL FEES 107 55 100 52 100
NA : Not applicable.
NOTE 16. LIST OF CONSOLIDATED COMPANIES
16.1. FULLY CONSOLIDATED
Name Registered offi ce
% interest
2016
% interest
2015
Siren (business registration number)
/Country/Territory
Blue Solutions Odet Parent Parent 421 090 051
Blue Solutions Canada Inc Boucherville/Quebec 100.00 100.00 Canada
Capacitor Sciences Inc Palo Alto/California 100.00 NC United States
NC : non consolidated.
16.2. ACCOUNTED FOR USING THE EQUITY METHOD
Name Registered offi ce
% interest
2016
% interest
2015
Siren (business registration number)
/Country/Territory
Cirtem Toulouse 33.74 33.74 348 011 024
130 BLUE SOLUTIONS20.3. Consolidated financial statements
NOTE 17. CROSS-REFERENCE TABLE FOR THE NOTES TO THE 2016-2015 FINANCIAL STATEMENTS
2016 Presentation 2015 Presentation
Signifi cant events Note 1 Note 1/A
Signifi cant accounting policies Note 2
Changes in standards 2.1 Note 1/B.3
Arrangements for fi rst-time application of IFRS 2.2 Note 1/B.4
Use of estimates 2.3 Note 1/B.6-1
Comparability of fi nancial statements Note 3 Note 3
Consolidation scope Note 4
Changes in consolidation scope 4.1 Note 2
Activity data Note 5
Turnover 5.1 Note 1/B.6-2
Information on operating segments 5.2 Note 21
Main changes at constant scope and exchange rates 5.3 Note 22
Operating income 5.4 Note 23
Inventories and work in progress 5.5 Note 8
Trade and other receivables 5.6 Note 9
Trade and other payables 5.7 Note 19
Other assets and liabilities 5.8 Notes 7, 10, 18 & 20
Off -balance sheet commitments for operating activities 5.9 Note 28
Tangible and intangible assets Note 6
Tangible assets 6.1 Note 5
Other intangible assets 6.2 Note 4
Goodwill 6.3 Note 3
Financial structure and fi nancial costs Note 7
Financial income 7.1 Note 24
Cash and cash equivalents 7.2 Note 11
Debt 7.3 Notes 16 & 17
Investments in equity affi liates 7.4 Note 6
Off -balance sheet commitments for fi nancing activities 7.5 Note 28
Information relating to market risk and the fair value of fi nancial assets and liabilities Note 8
Information on risk 8.1 Note 30
Fair value of fi nancial instruments 8.2 Note 29
Shareholders’ equity and earnings per share Note 9
Shareholders’ equity 9.1 Note 12
Earnings per share 9.2 Note 12
Provisions Note 10 Note 13
Employee benefi ts Note 11
Average workforce for ongoing activities 11.1 Note 26
Pension and other post-employment benefi t commitments 11.2 Note 14
Compensation of governing and management bodies (related parties) 11.3 Note 27
Share-based payment transactions 11.4 Note 15
131REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements
2016 Presentation 2015 Presentation
Taxes Note 12
Tax charges 12.1 Note 25
Deferred tax 12.2 Note 25
Related-party transactions Note 13 Note 27
Events aft er the reporting period Note 14 Note 31
Fees of Statutory Auditors and members of their networks Note 15 Note 32
List of consolidated companies Note 16
Fully-consolidated companies 16.1 Note 33
Companies accounted for using the equity method 16.2 Note 33
132 BLUE SOLUTIONS20.3. Consolidated financial statements
Statutory Auditors’ report
Statutory Auditors’ report on the consolidated fi nancial statements
For the year ended December 31, 2016
This is a free translation into English of the Statutory Auditors’ report on the consol-
idated fi nancial statements issued in the French language and is provided solely for
the convenience of English-speaking users.
The Statutory Auditors’ report includes information specifi cally required by French
law in such reports, whether modifi ed or not. This information is presented below
the opinion on the consolidated financial statements and includes explanatory
paragraphs discussing the Auditors’ assessments of certain signifi cant accounting
and auditing matters. These assessments were made for the purpose of issuing an
audit opinion on the consolidated fi nancial statements taken as a whole and not to
provide separate assurance on individual account captions or on information taken
outside of the consolidated fi nancial statements.
This report also includes information relating to the specifi c verifi cation of informa-
tion given in the management report.
This report should be read in conjunction with, and is construed in accordance with,
French law and professional auditing standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General Meeting,
we hereby report to you, for the year ended December 31, 2016, on:
• the audit of the accompanying consolidated financial statements of Blue
Solutions;
• the justifi cation of our assessments;
• the specifi c verifi cation required by law.
These consolidated fi nancial statements have been approved by the Board of
Directors. Our role is to express an opinion on these consolidated financial
statements based on our audit.
I. OPINION ON THE CONSOLIDATED FINANCIAL
STATEMENTS
We conducted our audit in accordance with professional standards applicable in
France; those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated fi nancial statements are
free of material misstatement. An audit involves performing procedures, using
sampling techniques or other methods of selection, to obtain audit evidence
about the amounts and disclosures in the consolidated fi nancial statements. An
audit also includes evaluating the appropriateness of accounting policies used
and the reasonableness of accounting estimates made, as well as the overall
presentation of the consolidated fi nancial statements. We believe that the audit
evidence we have obtained is suffi cient and appropriate to provide a basis for
our audit opinion.
In our opinion, the consolidated fi nancial statements give a true and fair view of
the assets and liabilities and of the financial position of the Group as of
December 31, 2016 and of the results of its operations for the year then ended in
accordance with International Financial Reporting Standards as adopted by the
European Union.
II. JUSTIFICATION OF OUR ASSESSMENTS
I n accordance with the requirements of article L. 823-9 of the French company
law (Code de commerce) relating to the justifi cation of our assessments, we bring
to your attention the following matters:
As mentioned in paragraph 2.3 “Use of estimates” of note 2 – General accounting
policies to the notes of the consolidated fi nancial statements, management of
your company is required to make estimates and assumptions that aff ect the
amounts reported in the fi nancial statements and the notes which accompany
them. This paragraph specifi es that the amounts given in the future Group con-
solidated fi nancial statements may be diff erent in case of revision of these esti-
mates and assumptions. As part of our audit of the consolidated financial
statements at December 31, 2016, we considered that non-current fi nancial debt
and earn-out are subject to signifi cant accounting estimates.
Your company values the debt under clause clawback on the debt waiver granted
in 2009 by Bolloré, as its fair value in accordance with the methodology
described in paragraph “Accounting policies” in note 7.3 “Debt”.
Your company values the earn-out related to the acquisition of Capacitor
Sciences Inc. at their fair value in accordance with the methodology described in
paragraph “Acquisition of Capacitor Sciences Inc.” in note 4.1 – Changes in consol-
idation scope in 2016 and 2015.
In accordance with the professional standards applicable to estimates and on
the basis of information currently available, we examined the procedures and
methods employed in arriving at these estimates and assessed the reasonable
nature of the forecasted data and assumptions on which they are based.
These assessments were made as part of our audit of the consolidated fi nancial
statements taken as a whole, and therefore contributed to the opinion we
formed which is expressed in the fi rst part of this report.
I II. SPECIFIC VERIFICATION
As required by law, we have also verifi ed in accordance with professional standards
applicable in France, the information presented in the Group’s management report.
We have no matters to report as to its fair presentation and its consistency with
the consolidated fi nancial statements.
Neuilly-sur-Seine, on April 26, 2017
The Statutory Auditors
French original signed by
AEG Finances Constantin Associés
Member of Member of
Grant Thornton International Deloitte Touche Tohmatsu Limited
Jean-François Baloteaud Jean Paul Séguret
133REGISTRATION DOCUMENT 2016
134 BLUE SOLUTIONS
136 — Balance sheet138 — Income statement139 — Variation in cash fl ow140 — List of subsidiaries and shareholdings140 — Notes to the fi nancial statements142 — Notes to the balance sheet – notes 1 to 12147 — Notes to the income statement – notes 13 to 21150 — Financial results of the company
during the last fi ve fi nancial years151 — Statutory Auditors’ report on the separate
fi nancial statements
20.4. Separate fi nancial statements AT DECEMBER 31, 2016
135REGISTRATION DOCUMENT 2016
Balance sheet
ASSETS
(in thousands of euros) Notes
12/31/2016 12/31/2015
Gross amount
Depreciation,
amortization
and provisions Net amount Net amount
Intangible assets 1
Licenses, patents and similar rights 1,167 1,067 98 125
Goodwill
Other intangible assets 130 73 57 56
Tangible assets 1
Land 3,498 885 2,613 2,775
Buildings 57,754 21,051 36,703 32,306
Plant, machinery and equipment 68,771 41,325 27,446 31,474
Other tangible assets 22,265 21,728 537 529
Non-current assets in progress 12,388 12,388 11,760
Advances and down payments 3,368 3,368 2,241
Non-current fi nancial assets 3
Shareholdings 12,224 12,224 12,224
Receivables from stakes
Other non-current investments
Loans
Other non-current fi nancial assets 104 104 101
Total 181,669 86,129 95,540 93,590
Inventories and work in progress 4
Raw materials and supplies 7,528 648 6,880 9,616
Intermediate and fi nished products 6,446 6,446 3,881
Goods 2,879 159 2,720 2,229
Advances and down-payments on orders
Receivables 5
Trade accounts receivable 9,444 9,444 12,484
Other receivables 95,181 95,181 84,799
Miscellaneous
Investment securities
Cash 7 183 183 531
Accrual adjustments 12
Prepayments 292 292 340
Total 121,953 807 121,146 113,880
Staggered bond issue costs
Bond redemption premiums
Foreign exchange losses 741 741 3,588
TOTAL ASSETS 304,363 86,936 217,427 211,058
136 BLUE SOLUTIONS20.4. Separate financial statements
LIABILITIES
(in thousands of euros) Notes
Net amount
12/31/2016 12/31/2015
Shareholders’ equity
Share capital (of which paid up: 144,191,580 euros) 144,192 144,192
Share issuance, merger and acquisition premiums
Revaluation adjustment
Legal reserve 1,966 1,708
Other reserves
Amount carried forward 32,600 27,707
Income for the period (profi t or loss) 7,897 5,151
Interim dividend
Regulated provisions 10,003 10,309
Total 8 196,658 189,067
Provisions for contingencies and charges
Provisions for contingencies 2,661 4,052
Provisions for charges 337 289
Total 9 2,998 4,341
Debts 5
Other bond issues
Loans from credit institutions 25 101
Borrowings and other debts
Advances and down-payments received on orders in progress 517 25
Trade accounts payable 7,349 9,409
Taxes and social security contributions payable 5,125 4,738
Non-current asset payables and related accounts 3,716 3,228
Other payables 703 13
Accrual adjustments 12
Unearned income 317 99
Total 17,752 17,613
Foreign exchange gains 19 37
TOTAL LIABILITIES 217,427 211,058
137REGISTRATION DOCUMENT 2016 20.4. Separate financial statements
Income statement
(in thousands of euros) Notes 2016 2015
Sales of merchandise 40,486 45,867
Sales of:
– goods 59,950 69,638
– services 11,065 8,684
Net turnover 13 111,501 124,189
Production left in stock 409 (423)
Capitalized production 440 2,177
Operating subsidies 27 22
Write-backs of amortization and provisions, transfers of charges 236 101
Other earnings 1
Total operating income 112,614 126,066
Purchases of merchandise (including customs duties) 38,667 44,230
Changes in stocks (of merchandise) (651) (395)
Purchases of raw materials, other supplies (and customs duties) 25,198 36,383
Changes in stocks (of raw materials and supplies) 2,209 (830)
Other goods and services bought in 14,296 15,543
Taxes and related payments 2,632 2,400
Wages and salaries 13,688 11,623
Social security contributions 6,300 5,351
Operating provisions
On fi xed assets: allowances for amortization 10,693 10,588
On current assets: allocations to provisions 694 29
For contingencies and charges: allocations to provisions 60 149
Other expenditure 556 473
Total operating expenditure 114,342 125,544
Operating income (1,728) 522
Joint operations
Financial income
Financial income from investments 54
Income from other securities and receivables from non-current assets
Other interest and similar income 53 60
Reversals of provisions and transfers of charges 3,588 1,028
Positive exchange diff erences 750 1,479
Net income from disposal of investment securities
Total fi nancial income 4,445 2,567
Financial allocations to amortization and provisions 741 3,588
Interest and related expenses 283
Negative exchange diff erences 1,128 1,468
Net expenses on sale of investment securities
Total fi nancial expenses 2,152 5,056
Financial income 14 2,293 (2,489)
Recurring income before tax 565 (1,967)
Extraordinary income from management operations 242
Extraordinary income from capital transactions 1,701 316
Reversals of provisions and transfers of charges 1,762 1,399
Total extraordinary income 3,705 1,715
Extraordinary expenditure on management operations 197 308
Extraordinary expenditure on capital transactions 1,696 316
Extraordinary allocations to amortization and provisions 2,747 1,610
Total extraordinary expenditure 4,640 2,234
Extraordinary income 15 (935) (519)
Employees’ shareholding and profi t-sharing
Corporate income tax (8,267) (7,637)
Total income 120,764 130,348
Total expenditure 112,867 125,197
PROFITS 7,897 5,151
138 BLUE SOLUTIONS20.4. Separate financial statements
Variation in cash fl ow
(in thousands of euros) 2016 2015
Cash fl ows from operating activities
Net income for the period 7,897 5,151
Non-cash income/expenses:
– impairment and amortization (9,355) (13,450)
– transfers of charges 13
Cash fl ow 17,252 18,588
Change in working capital requirement 914 (4,500)
Net cash from operating activities 18,166 14,088
Cash fl ows from investing activities
Acquisitions
– tangible and intangible assets (13,473) (13,978)
– securities
– other non-current fi nancial assets (3) (100)
– short-term investments
Disposals
– tangible and intangible assets 1,696 317
– securities
– other non-current fi nancial assets
– short-term investments
Net cash from investing activities (11,780) (13,761)
Cash fl ows from fi nancing activities
– dividends received 53
– capital increase through cash payment
– changes in shareholders’ current accounts (6,481) (1,248)
– net interest paid (231) 58
– other fl ows
Net cash from fi nancing activities (6,659) (1,190)
VARIATION IN CASH FLOW (272) (863)
Cash and cash equivalents at the beginning of the period 430 1,293
Cash and cash equivalents at the end of the period 158 430
139REGISTRATION DOCUMENT 2016 20.4. Separate financial statements
List of subsidiaries and shareholdings
Company(in thousands of euros)
Share
capital
Shareholders’
equity
Share of
capital held(as a percentage)
Dividends
received
Gross
value
Net
value
Loans
and
advances Guarantees Turnover Income
Subsidiaries
over 50% owned
Blue Solutions Canada 25,950 (9,954) 100 – 11,232 11,232 49,381 – 37,477 (4,273)
Compagnie de Ploërmel 1 (7) 99 1 1 4 (4)
Compagnie de Pont-l’Abbé 1 (7) 99 1 1 5 (4)
Shareholdings of
between 10% and 50%
Cirtem(1) 358 3,436 33.74 – 990 990 – – 3,559 180
Other stock
(1) Provisional fi gures.
Notes to the fi nancial statements
COMPANY ACTIVITY
Using existing skills in electricity storage with fi lms for capacitors, Blue Solutions
was created to design and develop a lithium metal polymer battery (LMP) as well
as high-performance supercapacitors.
Blue Solutions produces and sells electric batteries and innovative supercapaci-
tors using clean technology.
LMP® batteries are designed for mobile and stationary energy storage
applications.
Supercapacitors are mainly used in the area of clean transportation, particularly
hybrid cars, buses and electric tramways.
The company delivered 2,460 batteries during the fi scal year, including 2,068
sold to Bluecar.
The batteries blocked for Bluebus were disposed of in 2016.
SIGNIFICANT EVENTS OF THE FINANCIAL YEAR
In order to assist the development of its subsidiary Blue Solutions Canada over
2016, Blue Solutions granted current account advances of 13,771 thousand
euros to this subsidiary under a shareholder current account agreement.
SIGNIFICANT EVENTS AFTER THE REPORTING DATE
DECISION AT THE BOARD OF DIRECTORS’ MEETING OF MARCH 23, 2017
The Board of Directors of Blue Solutions, having reviewed the company’s position
and outlook, decided not to exercise the Blue Application options (see note 11
“Commitments received as part of share dealings”) and to begin negotiations
with the Board of Directors of Bolloré to work on the following objectives:
• put in place a new option exercise window;
• review the terms and conditions of the battery supply contract as provided for
by the latter;
• agree a new contract to provide Blue Solutions with fi nancing from Bolloré, the
previous commitment having ended in June 2016.
LAUNCH OF A PUBLIC OFFERING BY BOLLORÉ
Bolloré, which had listed Blue Solutions at end 2013 at €14.50 per share, while
remaining bullish on the outlook for LMP technology, but wishing to maintain a
reasonable growth rate and to continue investing for the long term, will off er
shareholders looking to exit an initial opportunity to sell their Blue Solutions
shares at €17 per share. To this end, a proposed tender off er will be fi led with the
French Financial Markets Authority (AMF) before the end of the fi rst half of 2017,
once the aforementioned negotiations are complete and an independent expert
has been appointed to assess whether the off er price is fair. Bolloré would like to
make it clear at this point that it has no plans to carry out a squeeze-out
following this off er.
Shareholders who decide not to accept this offer to remain invested in Blue
Solutions will have a second opportunity to exit following the publication of the
2019 fi nancial statements. In this respect, if the average Blue Solutions share
price over a reference period is below €17, Bolloré will fi le a new public off ering
on the same price terms as the fi rst. Further details on this commitment will be
provided in the circular for the fi rst public off ering.
ACCOUNTING METHODS AND PRINCIPLES
The fi nancial statements are presented in accordance with the provisions of the
French Chart of Accounts, approved by regulation no. 2016-07 of the French
Accounting Standards Authority (Autorité des normes comptables – ANC) as well
as with further opinions and recommendations.
These financial statements were approved by the Board of Directors on
March 23, 2017.
Accounting agreements were applied in accordance with the principle of pru-
dence, and the following basic assumptions:
• going concern;
• consistent accounting methods;
• independence of fi nancial years;
• with general rules regarding the preparation and presentation of the fi nancial
statements.
The basic method used for the valuation of accounting entries is the historic-cost
method.
Change in accounting method
There was no change in the accounting method during the fi scal year.
The main methods used to close the fi nancial statements were as follows:
140 BLUE SOLUTIONS20.4. Separate financial statements
1. NON-CURRENT ASSETS
Non-current assets are recognized at acquisition cost, transfer value, or produc-
tion cost.
Pursuant to CRC regulation no. 2004-06, costs in relation to loans are not incor-
porated in the value of fi xed assets.
Pursuant to the rules defi ned by CRC regulation no. 2002-10, each component of
tangible assets is recorded separately according to their diff erent useful lives.
Impairment allowances are calculated on a straight-line basis in accordance with
the expected useful life of the assets.
The diff erence between the fi scal impairment and straight-line impairment is
entered under extra tax-driven impairment under balance sheet liabilities.
1.1. Intangible assets
Intangible assets include patents, trademarks and soft ware.
Impairment allowances are calculated on a straight-line basis:
• 10% for trademarks;
• 20% to 100% for soft ware.
Research and development expenditures are recognized as expenses on the
income statement of the fi scal year in which they are incurred, with the exception
of development costs, which come under intangible assets if the conditions under
which they will yield returns meet the criteria set out by the standard in full.
Executive management considered that no specifi c project was eligible for the
2016 fi nancial year.
1.2. Tangible assets
The principal useful lifetimes applied for the acquisition of new assets are as follows:
Impairment allowances Fiscal depreciation
Buildings 20 years 20 years
Plant, machinery and equipment 4 years, 6 years 2/3 and 10 years 4 years, 6 years 2/3 and 10 years (degressive)
General facilities, fi xtures and fi ttings 10 years 10 years
Rolling prototypes 2 years 2 years
Transportation equipment 5 years 5 years
Offi ce and IT equipment 3 and 5 years 3 and 5 years (degressive)
Furniture 10 years 10 years
1.3. Long-term investments
Equity investments are entered at their cost of acquisition, exclusive of ancillary
costs, or at their acquisition cost.
At the end of the fi scal year, a provision for impairment is made if the net asset
value is lower than the balance sheet value.
The net asset value is calculated according to the revalued net book value, profi t-
ability, future prospects and the value in use of the shareholding. The estimate of
the net asset value may therefore justify retaining a higher net value than the
proportion of the net book assets.
Capitalized accounts receivable are valued at nominal value. A provision for
impairment is made when the net asset value is lower than the book value.
Provisions are made for other non-current investments when their value in use is
lower than the balance sheet value.
2. INVENTORIES
Raw materials and goods are valued in accordance with the weighted unit cost
method.
If applicable, an impairment allowance is applied in order to refl ect their current
value.
Work in progress and fi nished goods are valued at their production cost, based
on target yields which include consumption, direct and indirect production costs
and depreciation and amortization of goods in relation to production. Fixed costs
are recognized in accordance with normal operations.
A provision is recognized when the sale price is lower than the cost price.
3. TRADE AND OTHER RECEIVABLES
Receivables are valued at nominal value. A provision for impairment is made if
there is a risk of non-recovery.
Blue Solutions’ expenditure under research and development programs that
meet the criteria provided for by the research tax credit generate a tax receivable
which is recognized in the balance sheet assets, if it is not deducted in all or part
from tax due over the fi scal year.
Four intra-group current account agreements signed between Blue Solutions
Canada, Cie de Pont-l’Abbé and Cie de Ploërmel and its parent company Blue
Solutions, and Blue Solutions and its parent company Bolloré SA, with which they
have direct or indirect capital ties, control the terms of the cash fl ows resulting
from these ongoing economic and fi nancial ties.
The agreement between Blue Solutions France and its subsidiary Blue Solutions
Canada does not give rise to compensation. The agreements between Bolloré
and Blue Solutions France, Cie de Ploërmel, Cie de Pont-l’Abbé and Blue Solutions
France give rise to compensation at the average quarterly EONIA interest rate of
+0.50% for the lender, or the average quarterly EONIA interest rate of +1.00% for
the borrower.
4. FOREIGN CURRENCY TRANSACTIONS
Expense and income in foreign currencies are recognized at their counter value
in euros during the month of the transaction. Debts, receivables and cash in for-
eign currencies are entered in the balance sheet at their counter value in euros at
the year end rate. The exchange diff erences subsequent to translation at this last
rate are carried as “Translation adjustments” in the balance sheet. Diff erences
subsequent to the translation of cash in foreign currencies are carried as foreign
exchange profi ts and losses in the income statement.
Unrealized losses corresponding to translation losses are the subject of a provi-
sion for contingencies.
5. REGULATED PROVISIONS
These are not usually recognized as provisions but are recognized in accordance
with legal provisions. They are created by using a mechanism similar to that used
for “proper” provisions, the application of their specifi c tax regime being subject
to such accounting recognition. They correspond to extra tax-driven impairment
and to provisions for price increases on the purchasing costs of materials and
battery components.
Regulated provisions in the balance sheet are detailed in the statement of provi-
sions and are included under shareholders’ equity in the balance sheet.
6. PROVISIONS FOR CONTINGENCIES AND CHARGES
Provisions for contingencies and charges are recognized when the contingencies
and charges have a clearly defi ned purpose but whose occurrence is still uncer-
tain, and when current or past events make them probable.
Provisions for warranties on battery sales has been updated for the fi scal year.
141REGISTRATION DOCUMENT 2016 20.4. Separate financial statements
7. PROVISION OF BENEFITS ASSOCIATED WITH LENGTH OF SERVICE
Obligations in respect of length-of-service benefi ts paid to staff are recognized in the form of provisions. They are valued according to the Projected Unit Credit (PUC)
method, with a gross discount rate of 1.20%.
8. SEVERANCE PAY AND PENSIONS
Legal or conventional severance pay and supplementary pensions for personnel in service are entered under off -balance sheet commitments.
The total commitment is valued in accordance with the PUC method, applying a gross discount rate of 1.20% and an actual progression in salaries of 2.50% (including
infl ation). The age of retirement is set at 65 years.
There are no specifi c commitments to the administrative and management bodies.
9. RELATED PARTIES
With regard to related-party transactions, the company is not aff ected and all transactions are concluded under normal conditions.
10. TURNOVER
Turnover is recognized when the service is provided, in the case of leases, or when the goods are delivered, in the case of sales.
11. TAXES
In 2016, the company recognized 8,267 thousand euros in tax revenue related to the research tax credit.
Notes to the balance sheet
NOTE 1. NON-CURRENT ASSETS AND DEPRECIATION AND AMORTIZATION
GROSS AMOUNTS
(in thousands of euros)
Gross value at
01/01/2016 Increase Decrease
Gross value at
12/31/2016
Intangible assets 1,171 126 1,297
Land and fi xtures and fi ttings 3,498 3,498
Buildings and fi tting-out 50,039 7,715 57,754
Plant and equipment 69,628 4,564 5,421 68,771
Other(1)(2) 36,464 14,045 12,489 38,020
Non-current fi nancial assets 12,325 3 12,328
TOTAL 173,125 26,453 17,910 181,668
(1) Of which non-current assets in progress.
(2) Of which capacity expenditure of 12 million euros.
IMPAIRMENT AND AMORTIZATION
(in thousands of euros)
Amortization
accruing at
01/01/2016 Allowances Reversals
Amortization
accruing at
12/31/2016
Intangible assets 990 151 1,141
Land and fi xtures and fi ttings 723 162 885
Buildings and fi tting-out 17,734 3,316 21,050
Plant and equipment 38,154 6,881 3,710 41,325
Other 21,563 184 19 21,728
Non-current fi nancial assets
TOTAL 79,164 10,694 3,729 86,129
142 BLUE SOLUTIONS20.4. Separate financial statements
NOTE 2. INFORMATION ON FINANCE LEASES
No fi nance leases exist for the 2016 fi scal year.
NOTE 3. NON-CURRENT FINANCIAL ASSETS
This consists mostly of the value of Blue Solutions Canada securities.
NOTE 4. INVENTORIES AND WORK IN PROGRESS
(in thousands of euros)
At 12/31/2016 At 12/31/2015
Gross value Provisions Net value Gross value Provisions Net value
Raw materials, supplies, etc. 7,529 648 6,881 9,738 122 9,616
Work in progress, intermediate and fi nished products 6,446 6,446 3,881 3,881
Goods 2,879 159 2,720 2,229 2,229
TOTAL 16,854 807 16,047 15,848 122 15,726
NOTE 5. STATUS OF RECEIVABLES AND DEBTS
DETAILS OF RECEIVABLES
(in thousands of euros) Gross amount Less than 1 year More than 1 year Of which associated companies
Non-current assets
Shareholdings
Bonds
Unlisted securities
Receivables from stakes
Loans
Other non-current fi nancial assets 104 33 71
Trade receivables 9,444 9,444 9,401
Tax and social security debts(1) 34,768 9,200 25,568
Cash management agreements(2) 60,386 60,386 60,386
Other receivables 27 27
Prepayments 292 292
TOTAL 105,021 79,382 25,639 69,670
(1) Of which research tax credit in the amount of 32,266 thousand euros.
(2) Of which 49,381 thousand euros with Blue Solutions Canada and 10,996 thousand euros with Bolloré.
143REGISTRATION DOCUMENT 2016 20.4. Separate financial statements
DETAILS OF PAYABLES
(in thousands of euros) Gross amount Less than 1 year From 1 to 5 years More than 5 years Of which associated companies
Financial debts
Bond loans
Loans from credit institutions 25 25
Sundry borrowings
Operating payables
Due to suppliers 7,349 7,349 3,441
Taxes and social security contributions
payable 5,125 5,125
Current accounts
Non-current asset payables 3,716 3,716
Other payables(1) 1,220 1,220 1,220
TOTAL 17,435 17,435 4,661
(1) Of which credit notes to be issued for 462 thousand euros.
NOTE 6. ASSOCIATED COMPANIES AND SHAREHOLDINGS
(in thousands of euros)
Associated
companies Shareholdings Debts, receivables
Non-current assets
Shareholdings 12,224
Current assets
Advances and down-payments on orders
Trade accounts receivable
Other receivables
Debts
Borrowings and other debts
Trade accounts payable 800 2,641 301
Non-current asset payables and related accounts 85
Financial items
Income from investments 53
Reversals of provisions 3,555
Debt waiver
Other fi nancial income 54
Financial expenses 282 739
Other
Subsidies received
144 BLUE SOLUTIONS20.4. Separate financial statements
NOTE 7. CASH AND CASH EQUIVALENTS
At December 31, 2016(in thousands of euros) Gross value Provisions Net value
Cash 183 183
Current bank facilities (25) (25)
NOTE 8. SHAREHOLDERS’ EQUITY AND VARIATIONS IN NET SITUATION
(in thousands of euros)
Share
capital(1)
Share
issue
premiums
Legal
reserve
Other
reserves
Amount
carried
forward
Net income
for the
period
Interim
dividend
Regulated
provisions Total
Shareholders’ equity at January 1, 2016 144,192 1,708 27,707 5,151 10,309 189,067
Capital increase
Appropriation of 2015 profi t 258 4,893 (5,151) 0
Changes in subsidies and regulated
provisions (305) (305)
Net income for 2016 7,897 7,897
SHAREHOLDERS’ EQUITY AT
DECEMBER 31, 2016 BEFORE
APPROPRIATION OF PROFIT 144,192 1,966 32,600 7,897 10,004 196,659
(1) At December 31, 2016, the share capital was divided into 28,838,316 shares with a nominal value of 5 euros.
NOTE 9. PROVISIONS AND IMPAIRMENT
(in thousands of euros)
Amount at
01/01/2016 Merger fl ow Allowances Uses Reversals
Amount at
12/31/2016
Regulated provisions
Provision for price increases 139 139
– extra tax-driven impairment 10,170 1,085 1,391 9,864
Provisions for contingencies and charges
Provision for warranties 464 206 258
– provision for foreign exchange losses 3,588 741 3,588 741
– provision for long-service benefi ts 289 60 12 337
– provision for litigation 765 765
– provision for taxes 896 896
Impairment and amortization
– tangible assets 371 371
– non-current fi nancial assets
– inventories and work in progress 122 693 7 807
– trade receivables
– other receivables
In 2016, the company was reimbursed an amount of 8,023 thousand euros for the 2012 research tax credits.
Furthermore, the company was the subject of an audit for the period from January 1, 2012 covering 2012 to 2014. The company has challenged all the tax assessments
made by the tax authorities but has not yet received a response. Nevertheless, out of prudence, the company has funded a provision for a tax expense (CVAE) of
896 thousand euros.
Based on the information available on the date of preparation of the fi nancial statements, the company believes that the net costs of dismantling are insignifi cant. No
provision has been recognized in this respect in the fi nancial statements.
The provision for warranties on sales of batteries is determined on a statistical basis by referencing the cost to repair packs under warranty observed over a year.
A provision for litigation of 765 thousand euros was funded in 2016 to cover battery returns following the malfunction of heating elements from the supplier ILO.
145REGISTRATION DOCUMENT 2016 20.4. Separate financial statements
NOTE 10. ACCRUED EXPENSES AND ACCRUED INCOME
(in thousands of euros) 2016
Accrued expenses
Accrued interest on fi nancial debts
Trade accounts payable 969
Non-current asset payables 1,028
Taxes and social security contributions payable 3,592
Sundry payables 462
Overdraft interest
Accrued income
Accrued interest on other non-current fi nancial assets
Trade accounts receivable
Other receivables 329
Banks
NOTE 11. OFF-BALANCE SHEET LIABILITIES (EXCLUDING FINANCE LEASES)
(in thousands of euros) 2016 2015
Commitments given
Customs and Public Purse
Other bonds
Pledges and mortgages
Commitments received
Endorsements and bonds 546 1,635
Reciprocal or extraordinary commitments
Forward currency sales
Forward currency purchases
End-of-service payments 2,247 1,697
At the meeting of the Board of Directors held on April 29, 2009, the company committed to repay the amount of 37,476 thousand euros to Bolloré in case of return to
better fortune, following the debt waiver of the same amount granted by Bolloré at the same date. Since the conditions had been met at December 31, 2016,
a 282-thousand-euro repayment took place in the fi scal year.
Commitments received as part of share dealings
OPTIONS CONCERNING BLUE APPLICATIONS
Blue Solutions Group has seven call options over each Blue Applications company, which can be exercised between September 1, 2016 and June 30, 2018:
1. Bluecar®, Autolib’ and Bluecarsharing (this commitment can only be exercised on the three companies together);
2. Bluebus;
3. Blueboat;
4. Bluetram;
5. Bluestorage;
6. Polyconseil;
7. IER.
On March 23, 2017, the Board of Directors of Blue Solutions reviewed the company’s position and outlook for the coming years. In this respect, acting on a proposal
from the Chief Executive Offi cer and on the basis of expert appraisal, the Board of Directors of Blue Solutions decided that it would not exercise the call options it had
concerning Blue Applications until expiry, namely June 30, 2018, considering that it still required very signifi cant investment and that it was preferable to focus Blue
Solutions on improving its technology.
146 BLUE SOLUTIONS20.4. Separate financial statements
NOTE 12. PREPAYMENTS AND UNEARNED INCOME
(in thousands of euros) 2016
Prepayments
Maintenance, upkeep rent 62
Insurance 222
Other 8
Unearned income
Subsidies 204
Insurance 114
Notes to the income statement
NOTE 13. BREAKDOWN OF TURNOVER BY ACTIVITY
(in thousands of euros) 2016 2015
Sale of goods 100,436 115,505
Provision of services 7,751 5,749
Income from associated activities 2,602 2,225
Income from leasing 712 710
TOTAL 111,051 124,189
BY GEOGRAPHICAL AREA
(as a percentage) 2016 2015
France 95.63 95.92
Europe 0.32 0.89
Americas 4.07 3.12
Africa (0,02)
Other 0.07
TOTAL 100.00 100.00
NOTE 14. FINANCIAL INCOME
(in thousands of euros) 2016 2015
Group fi nancing costs
(282)
Income on currency transactions (379) 11
Debt waiver
Net allocations to provisions 2,847 (2,560)
Dividend 53
Miscellaneous 54 60
TOTAL 2,293 (2,489)
Financial income, amounting to 2,293 thousand euros, includes: 53 thousand euros in interest received under a cash agreement between Bolloré SA and the company,
53 thousand euros in dividends from Cirtem and a net reversal of provisions for foreign exchange losses of 2,847 thousand euros from the Canadian dollar and US
dollar current accounts with Blue Solutions Canada.
Group fi nancing costs refl ect the partial repayment to Bolloré under the agreement signed in 2013 covering a return to better fortunes.
147REGISTRATION DOCUMENT 2016 20.4. Separate financial statements
NOTE 15. EXTRAORDINARY INCOME
(in thousands of euros) 2016 2015
Net allocations to regulated provisions 306 (436)
Net subsidies
Gains/(losses) from the sale of assets
Personnel-related costs (179)
Net allocations to provisions (1,290) 225
Retirement benefi ts paid
Miscellaneous 229 (308)
TOTAL (934) (519)
Extraordinary income of –934 thousand euros excluding revenue related to the research tax credit includes a provision for litigation of 765 thousand euros and a
provision for taxes of 896 thousand euros.
Miscellaneous extraordinary income of 242 thousand euros relates to cancellations of accrued invoices on fi xed assets prior to 2011.
NOTE 16. AVERAGE WORKFORCE (HEADCOUNT)
(in number of people) 2016 2015
Management staff 78 73
Supervisors/other employees 221 168
TOTAL 299 241
NOTE 17. PERSONAL TRAINING ACCOUNT
The law of March 5, 2014 replaced the individual right to training (DIF) with a personal training account (CPF) eff ective from January 1, 2015. It gives employees with
open-ended employment contracts under private law a right to training for a period of 24 hours per year for the fi rst fi ve years, then 12 hours per year up to a maximum
of 150 hours.
In order to ensure the transition between the two programs, the balance of hours acquired as of December 31, 2014 from individual right to training is transferable to
a CPF and can be used until December 31, 2020, or, for Blue Solutions, a total of 17,862 hours.
NOTE 18. MANAGEMENT COMPENSATION
(in thousands of euros) 2016 2015
Directors’ fees 96 96
The amounts stated above are those paid by the company during the year to members of the Board of Directors and offi cers of the company.
NOTE 19. EFFECT OF SPECIAL TAX ASSESSMENTS
(in thousands of euros) 2016 2015
Net income for the period 7,897 5,151
Corporate income tax
Income before tax 7,897 5,151
Changes to regulated provisions 306 (436)
INCOME BEFORE SPECIAL TAX ASSESSMENTS 7,591 5,587
148 BLUE SOLUTIONS20.4. Separate financial statements
BREAKDOWN OF CORPORATE INCOME TAX
Breakdown(in thousands of euros)
2016 2015
Income before tax Tax Net income aft er tax Net income aft er tax
Recurring income 564 564 (1,967)
Extraordinary short-term income (934) (934) (519)
Extraordinary long-term income
Employee profi t-sharing
Tax receivable (8,267) (8,267) 7,637
NET PROFIT/(LOSS) 7,897 7,897 5,151
NOTE 20. INCREASE AND DECREASE IN FUTURE TAX BURDEN
Nature of temporary diff erences(in thousands of euros) 2016 2015
A. Increase in future tax burden
Extra tax-driven impairment 9,864 10,170
Provisions for price increases 139 139
Deferred expenses, conversion losses, etc. 741 3,588
Total tax base 10,744 (13,897)
Increase in future tax burden 3,581 4,632
B. Decrease in future tax burden
Paid holidays, solidarity contributions, non-deductible provisions, etc. 986 3,756
Unrealized foreign exchange gains, unearned income, etc. 19 38
Total tax base 1,005 3,794
Decrease in future tax burden 335 1,265
Tax loss carryforwards 171,703 170,640
NOTE 21. MISCELLANEOUS INFORMATION
The company’s fi nancial statements have been fully consolidated by the Bolloré Group.
The company is the parent company of the Blue Solutions Group and publishes consolidated fi nancial statements.
149REGISTRATION DOCUMENT 2016 20.4. Separate financial statements
Financial results of the company during the last fi ve fi nancial years
Items 2016 2015 2014 2013 2012
I. Financial situation at the end of the period
Share capital(1) 144,191,580 144,191,580 144,191,580 144,191,580 10,426,000
Number of shares
– ordinary 28,838,316 28,838,316 28,838,316 28,838,316 104,260,000
– preferred dividend – – – – –
Maximum number of shares to be created – – –
– by conversion of bonds – – – – –
– by exercising subscription rights – – – – –
II. Operations and results(1)
Turnover net of taxes 111,501,259 124,189,495 100,968,235 52,751,579 66,721,789
Income before tax, shareholdings, allowances,
amortization and provisions 8,984,405 10,963,700 (2,851,486) 46,501,615 69,098,318
Corporate income tax(2) (8,267,466) (7,637,307) (8,679,613) (7,740,441) (7,892,773)
Employees’ shareholding – –
Allowances, amortization and provisions 9,354,707 13,449,994 10,573,297 12,159,138 7,774,047
Net income 7,897,163 5,151,013 (4,745,169) 42,082,918 69,217,044
Income distributed – – – – –
III. Earnings per share(1)
Income aft er tax, shareholdings before
allowances, amortization and provisions 1 1 0 2 1
Income aft er tax, shareholdings aft er allowances,
amortization and provisions 0 0 0 1 1
Dividend granted – – – – –
IV. Employees
Average number of employees 299 241 185 162 153
Total payroll(1) 13,688,217 11,622,550 9,306,761 7,108,483 6,622,057
Employee benefi ts (social security, services
and activities for employees, etc.)(1) 6,300,081 5,351,323 4,701,309 3,453,196 3,343,461
(1) In euros.
(2) In parenthesis: tax proceeds.
150 BLUE SOLUTIONS20.4. Separate financial statements
Statutory Auditors’ report
Statutory Auditors’ report on the separate fi nancial statements
For the year ended December 31, 2016
This is a free translation into English of the Statutory Auditors’ report issued in
French and is provided solely for the convenience of English-speaking users. The
Statutory Auditors’ report includes information specifi cally required by French law in
such reports, whether modified or not. This information is presented below the
opinion on the fi nancial statements and includes an explanatory paragraph dis-
cussing the Auditors’ assessments of certain signifi cant accounting and auditing
matters. These assessments were considered for the purpose of issuing an audit
opinion on the fi nancial statements taken as a whole and not to provide separate
assurance on individual account captions or on information taken outside of the
fi nancial statements.
This report also includes information relating to the specifi c verifi cation of information
given in the management report and in the documents addressed to shareholders.
This report should be read in conjunction with, and construed in accordance with,
French law and professional auditing standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your Annual General
Meeting, we hereby report to you, for the year ended December 31, 2016, on:
• the audit of the accompanying fi nancial statements of Blue Solutions;
• the justifi cation of our assessments;
• the specifi c verifi cations and information required by law.
These fi nancial statements have been approved by the Board of Directors. Our
role is to express an opinion on these fi nancial statements based on our audit.
I. OPINION ON THE FINANCIAL STATEMENTS
We conducted our audit in accordance with professional standards applicable in
France. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the fi nancial statements are free of mate-
rial misstatement. An audit involves performing procedures, using sampling
techniques or other methods of selection, to obtain audit evidence about the
amounts and disclosures in the financial statements. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonable-
ness of accounting estimates made, as well as the overall presentation of the
financial statements. We believe that the audit evidence we have obtained is
suffi cient and appropriate to provide a basis for our audit opinion.
In our opinion, the fi nancial statements give a true and fair view of the assets and
liabilities and of the fi nancial position of the company as at December 31, 2016,
and of the results of its operations for the year then ended in accordance with
French accounting principles.
II. JUSTIFICATION OF OUR ASSESSMENTS
In accordance with the requirements of article L. 823-9 of the French company
law (Code de commerce) relating to the justification of our assessments, we
inform you of the following:
Your company performed an evaluation and impairment test of long-term
investments in comparison with the value in use of the related subsidiaries in
accordance with the valuation methodology described in the paragraph entitled
1.3 “Non-current fi nancial assets” (Immobilisations fi nancières) in the disclosure
“Accounting methods and principles” of the notes to the fi nancial statements. On
the basis of the information provided, our work consisted of examining the data
and assessing the assumptions used for the valuation of these values in use.
These assessments were made in the context of our audit of the fi nancial state-
ments, taken as a whole, and therefore contributed to the formation of the
opinion expressed in the fi rst part of this report.
III. SPECIFIC PROCEDURES AND DISCLOSURES
We have also performed, in accordance with professional standards applicable in
France, the specifi c verifi cations required by French law.
We have no matters to report as to the fair presentation and the consistency with
the fi nancial statements of the information given in the management report of
the Board of Directors and in the documents addressed to shareholders with
respect to the fi nancial position and the fi nancial statements.
Concerning the information given in accordance with the requirements of article
L. 225-102-1 of the French company law (Code de commerce) relating to remu-
nerations and benefi ts received by the directors and any other commitments
made in their favour, we have verifi ed its consistency with the fi nancial state-
ments, or with the underlying information used to prepare these fi nancial state-
ments and, where applicable, with the information obtained by your company
from companies controlling your company or controlled by it. Based on this
work, we attest the accuracy and fair presentation of this information.
In accordance with French law, we have verifi ed that the required information
concerning the identity of the shareholders and holders of the voting rights has
been properly disclosed in the management report.
Neuilly-sur-Seine, on April 26, 2017
The Statutory Auditors
French original signed by
AEG Finances Constantin Associés
Member of Member of
Grant Thornton International Deloitte Touche Tohmatsu Limited
Jean-François Baloteaud Jean Paul Séguret
151REGISTRATION DOCUMENT 2016
20. Financial information concerning the issuer’s assets and liabilities, financial position and earnings
20.5. DATES OF LAST FINANCIAL DISCLOSURES
The results for the 2016 fiscal year were published on March 23, 2017. The
fi nancial statements and the accompanying press release are available online at
www.blue-solutions.com.
20.6. INTERIM AND OTHER FINANCIAL INFORMATION
Information from the third quarter 2016 is available on the website:
www.blue-solutions.com.
20.7. DIVIDEND DISTRIBUTION POLICY
20.7.1. DISTRIBUTION OF DIVIDENDS FOR THE PAST THREE FISCAL YEARS
There have been no dividend distributions during the last three fi scal years.
20.7.2. APPROPRIATION OF INCOME FOR THE PERIOD
Net income for the year was 7,897,163.40 euros. Your Board recommends allocat-
ing this as follows:
(in euros)
Net income for the period 7,897,163.40
Previous amount carried forward 32,600,472.79
Legal reserve 394,858.17
Distributable profi t 40,102,778.02
To the account “Amount carried forward” 40,102,778.02
20.7.3. NON-DEDUCTIBLE EXPENSES
Charges or expenses incurred over the past fi scal year that are not deductible
from taxable income, pursuant to article 39-4 of the French General Tax Code
(Code général des impôts), amount to a total of 9,719 euros.
20.7.4. CHANGES TO THE PRESENTATION OF THE FINANCIAL STATEMENTS
The rules applied by the company for the presentation of its fi nancial statements
are compliant with the regulations in force and are identical to those adopted in
previous fi scal years.
20.8. LEGAL PROCEEDINGS
Any governmental, legal or arbitration proceedings which could have or have
recently had a signifi cant eff ect on the fi nancial situation or profi tability of the
Group issuer are presented in section 4.6. 6. “Risks associated with legal
proceedings”.
20.9. SIGNIFICANT CHANGES IN FINANCIAL OR MARKET
POSITION
There have been no changes since the last fi scal year for which audited fi nancial
statements or interim fi nancial statements have been published.
20.10. ACQUISITIONS OF DIRECT SHAREHOLDINGS
AND CONTROLLING INTERESTS
20.10.1. ACQUISITION OF DIRECT SHAREHOLDINGS
In application of article L. 233-6 of the French company law (Code de commerce):
none.
20.10.2. CROSS-SHAREHOLDINGS
In application of article L. 233-29 of the French company law: none.
20.10.3. ACQUISITIONS OF CONTROLLING INTERESTS
In application of article L. 233-6 of the French company law (Code de commerce):
none.
152 BLUE SOLUTIONS
20. Financial information concerning the issuer’s assets and liabilities, financial position and earnings
20.11. DETAILS OF PAYMENT TERMS
As required by articles L. 441-6-1 and D. 441-4 of the French company law, the following table contains details, as at December 31, 2016, of the balance of trade and
other payables, broken down by due date.
At December 31, 2016(in thousands of euros)
Due to suppliers
On operations On fi xed assets Total
Past due(1) 474 982 1,456
Of which at December 31, 2016 389 591 1,131
Falling due
– within 15 days 982 361 1,343
– between 15 and 30 days 366 35 401
– between 30 and 45 days 4,481 831 5,312
– between 45 and 60 days 50 21 71
– beyond 60 days 458 458
Beyond due date(2) 996 1,028 2,024
TOTAL 7,349 3,716 11,065
(1) Payables overdue at year end correspond to promissory notes issued but not yet presented to the bank at the fi scal year closing date (283 thousand euros in operating payables and 85 thousand
euros in debt related to fi xed assets), to invoices due December 31, 2016 (not a work day) in the amount of 255 thousand euros in operating payables and 591 thousand euros in debt related to
fi xed assets or to invoices blocked due to ongoing litigation or awaiting validation (85 thousand euros in operating payables and 391 thousand euros in debt related to fi xed assets).
(2) Debt beyond due date corresponds mainly to invoices not yet received at the fi scal year closing date.
By way of comparison, details for the fi scal year ended December 31, 2015 are set out below:
At December 31, 2015(in thousands of euros)
Due to suppliers
On operations On fi xed assets Total
Past due(1) 655 298 953
Falling due
– within 15 days 2,441 430 2,871
– between 15 and 30 days 1,575 56 1,631
– between 31 and 45 days 3,456 725 4,181
– between 46 and 60 days 463 29 492
– beyond 60 days 671 671
Beyond due date(2) 819 1,020 1,839
TOTAL 9,409 3,229 12,638
(1) Payables overdue at year end correspond to promissory notes issued but not yet presented to the bank at the fi scal year closing date (389 thousand euros in operating payables and
118 thousand euros in debt related to fi xed assets) and to invoices blocked due to ongoing litigation or awaiting validation (266 thousand euros in operating payables and 180 thousand euros
in debt related to fi xed assets).
(2) Debt beyond due date corresponds mainly to invoices not yet received at the fi scal year closing date.
153REGISTRATION DOCUMENT 2016
154 BLUE SOLUTIONS
21.0. Non-equity securities 156
21.1. Share capital 15621.1.1.a. Share capital amount 15621.1.1.b. Potential share capital amount 15621.1.2. Number, book value and par value of shares held by the
company itself or on its behalf by its subsidiaries 15621.1.3. Amount of convertible securities, exchangeable securities or
securities provided with equity warrants with details of conversion, exchange or subscription terms 156
21.1.4. Information on the conditions governing any right of acquisition and/or any obligation attached to capital subscribed for, but not paid up, or on any undertaking aimed at increasing capital 156
21.1.5. Information on share subscription or purchase options 15621.1.6. Information on free shares 15621.1.7. Changes in the share capital for the period covered by the
historical fi nancial information 15721.1.8. Table summarizing current delegations of authority granted by
general meetings to the Board of Directors in relation to capital increases, pursuant to articles L. 225-129-1 and L. 225-129-2 (article L. 225-100 paragraph 7 of the french company law) 157
21.1.9. Agreements signed by the company modifi ed or terminating in the event of change of control 157
21.2. Incorporation documents and articles of association 15721.2.1. Corporate purpose 15721.2.2. Summary of provisions contained in the articles of association,
the charter and the bylaws concerning the members of the administrative and management bodies 157
21.2.3. Rights, privileges and restrictions attached to shares 15721.2.4. Actions to be taken to modify shareholder rights 15821.2.5. Convening of meetings and conditions for admission 15821.2.6. Provisions of the articles of association, charter or bylaws that
may delay, defer or prevent a change in control 15821.2.7. Provisions of the incorporation documents, charter or bylaws
fi xing the threshold above which any shareholding must be disclosed 158
21.2.8 Conditions of the articles of association governing changes of capital 158
21.2.9. Agreements 158
Additional information21.
155REGISTRATION DOCUMENT 2016
21.0. NON-EQUITY SECURITIES
BOND LOANS ISSUED BY THE COMPANY
Blue Solutions has not issued any bond loans.
21.1. SHARE CAPITAL
21.1.1.a. SHARE CAPITAL AMOUNT
Share capital at December 31, 2016 amounted to 144,191,580 euros, divided into
28,838,316 shares with a par value of 5 euros each, all of the same class and fully
paid-up.
Place of listing
The issuer’s securities are listed on the Euronext Paris Stock Exchange,
Compartment A, under ISIN code FR 0011592104 and ticker symbol BLUE.
21.1.1.b. POTENTIAL SHARE CAPITAL AMOUNT
The total number of potential shares at December 31, 2016 was made up of
358,000 free shares awarded at December 31, 2014, i.e. potential additional
capital of 1,790,000 euros.
21.1.2. NUMBER, BOOK VALUE AND PAR VALUE OF SHARES HELD BY THE COMPANY ITSELF OR ON ITS BEHALF BY ITS SUBSIDIARIES
None.
21.1.3. AMOUNT OF CONVERTIBLE SECURITIES, EXCHANGEABLE SECURITIES OR SECURITIES PROVIDED WITH EQUITY WARRANTS WITH DETAILS OF CONVERSION, EXCHANGE OR SUBSCRIPTION TERMS
None.
21.1.4. INFORMATION ON THE CONDITIONS GOVERNING ANY RIGHT OF ACQUISITION AND/OR ANY OBLIGATION ATTACHED TO CAPITAL SUBSCRIBED FOR, BUT NOT PAID UP, OR ON ANY UNDERTAKING AIMED AT INCREASING CAPITAL
None.
21.1.5. INFORMATION ON SHARE SUBSCRIPTION OR PURCHASE OPTIONS
21.1.5.1. Share subscription or purchase options granted
None.
21.1.5.2. Blue Solutions share subscription options authorized
and not allocated
None.
21.1.6. INFORMATION ON FREE SHARES
21.1.6.1. Authorized shares awarded
Granted by Blue SolutionsThe Extraordinary General Meeting of Blue Solutions held on August 30, 2013
authorized the Board of Directors to award existing or new Blue Solutions shares
as free shares to employees and company offi cers, under the conditions stipu-
lated by law. The authorization is for a period of thirty-eight months and the
number of shares distributed may not represent more than 2% of the company’s
share capital.
This authorization was not used by the Board of Directors in 2015 or 2016.
21.1.6.2. Free shares awarded
The authorization granted by the Extraordinary General Meeting on August 30, 2013 was partially used by the Board of Directors on January 7, 2014, when it decided to
award a maximum fi xed amount of 380,000 free shares (1.32% of the share capital).
On January 8 and April 7, 2014, the Chief Executive Offi cer and the Chairman, in accordance with the powers conferred upon them by the Board of Directors and
observing all rules established by the General Meeting and by the Board of Directors, proceeded to award 378,000 free shares.
First award Second award
Date of General Meeting August 30, 2013
Date of Board of Directors’ meeting January 7, 2014
Total number of shares that could be granted 380,000
Total number of shares granted 378,000 364,500 13,500
Vesting period (4 years) January 8, 2018 April 7, 2018
Holding period (2 years) January 8, 2020 April 7, 2020
Number of recipients 78 2
Value of shares according to the method used for the consolidated fi nancial statements
(fair value) (in euros) 17.29 24.42
Number of shares canceled as of December 31, 2016 20,000
Number of free shares at December 31, 2016 358,000 344,500 13,500
156 BLUE SOLUTIONS21. Additional information
21.1.7. CHANGES IN THE SHARE CAPITAL FOR THE PERIOD COVERED BY THE HISTORICAL FINANCIAL INFORMATION
Year OperationsNominal(in euros)
Amount of change
in share capital(in euros)
Amount of issue
premium (in euros)
Share capital
cumulative(in euros)
Cumulative
number of
shares
company
2009-2013 – 0.10 – – 10,426,000 104,260,000
2013 Reorganizing the shares 5 10,426,000 2,085,200
2013 Capital increase 5 133,765,580 144,191,580 28,838,316
21.1.8. TABLE SUMMARIZING CURRENT DELEGATIONS OF AUTHORITY GRANTED BY GENERAL MEETINGS TO THE BOARD OF DIRECTORS IN RELATION TO CAPITAL INCREASES, PURSUANT TO ARTICLES L. 225-129-1 AND L. 225-129-2 (ARTICLE L. 225-100 PARAGRAPH 7 OF THE FRENCH COMPANY LAW)
No delegations of authority were granted by the General Meeting of Shareholders
with respect to capital increases.
21.1.9. AGREEMENTS SIGNED BY THE COMPANY MODIFIED OR TERMINATING IN THE EVENT OF CHANGE OF CONTROL
None.
21.2. INCORPORATION DOCUMENTS AND ARTICLES
OF ASSOCIATION
Blue Solutions is a corporation (société anonyme) with a Board of Directors. Its
registered offi ce is in Odet, 29500 Ergué-Gabéric, and it is entered in the Quimper
Trade and Companies Register under number 421 090 051.
The company was incorporated on December 11, 1998, for a period ending
December 31, 2095, unless extended or prematurely dissolved.
Documents and information related to the company may be consulted at its
administrative headquarters: 31-32, quai de Dion-Bouton, 92811 Puteaux Cedex.
21.2.1. CORPORATE PURPOSE
The company objectives in France and in any other country are to carry out the
following activities, either directly or indirectly:
• the production, marketing and maintenance of batteries and supercapacitors;
• all activities associated with energy storage and its application, in all forms,
together with all related operations;
• the industrial application of any and all technologies;
• the provision of services, advice and assistance to companies, particularly
relating to fi nancial matters;
• the purchase and sale of any and all products, the acquisition, management,
operation (including by lease with or without an option to purchase) or sale of
any consumer goods or equipment, whether fixed, movable or vehicular, of
machines and tools, as well as of any and all land, sea and air craft ;
• the acquisition and licensing of all patents, trademarks and commercial or
manufacturing operations;
• the acquisition of any interests and shareholdings in any French or non-French
company by all and any means;
• and, more generally, any commercial, fi nancial, industrial, real estate or mova-
ble property transaction whatsoever that could directly or indirectly further the
corporate purpose, or any similar or connected purpose.
21.2.2. SUMMARY OF PROVISIONS CONTAINED IN THE ARTICLES OF ASSOCIATION, THE CHARTER AND THE BYLAWS CONCERNING THE MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES
The provisions related to the administrative and management bodies appear in
chapter III of the articles of association.
The Board of Directors is made up of three to 18 members, subject to the
exemption provided by law in case of merger.
Their term of offi ce lasts no more than three years, and the age limit for exercis-
ing their duties is fi xed at 99 years.
The bylaws of the Board of Directors (approved on March 20, 2014) include a
provision requiring each director to allocate 10% of the directors’ fees that he or
she receives for performing his or her duties as a director to purchasing Blue
Solutions securities until the consideration for his or her number of shares
reaches the equivalent of one year of directors’ fees received.
The Board of Directors elects from among its members a Chairman of the Board
of Directors, a natural person who organizes the Board’s work and ensures that
the directors are in a position to fulfi ll their assignments.
Regardless of the period for which they have been conferred, the Chairman’s
duties end automatically at the end of the fi rst Ordinary General Meeting held
after the date on which he/she reaches the age of 75. However, the Board of
Directors may in this case decide to renew the Chairman’s term of offi ce for one
or two periods of two years.
The Board may appoint from among its members one or more Vice-Chairmen
empowered to chair Board meetings should the Chairman be absent or barred
from doing so.
Failing this, the position of Chairman falls on a member of the Board specially
chosen by his or her colleagues at each meeting.
The Board may also appoint a secretary who may be selected from outside the
members of the Board.
The Executive management of the company is assumed, under its responsibility,
either by the Chairman of the Board of Directors or by another natural person
appointed by the Board of Directors, bearing the title of Chief Executive Offi cer.
At the proposal of the Chief Executive Offi cer, the Board of Directors may man-
date one or more persons (but no more than fi ve) to assist him/her as Deputy
Chief Executive Offi cer.
21.2.3. RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHED TO SHARES
Article 9 of the articles of association provides that, apart from the voting right
granted to it by law, each share gives rise to entitlement to a portion, in propor-
tion to the number and par value of existing shares, of the share capital, the
profi ts or the proceeds of liquidation.
Article 16 of the articles of association provides that the right attached to shares
is proportional to the capital share that they represent and that each capital
share or share entitlement confers a voting right up to its par value.
Law no. 2014-384 of March 29, 2014, the so-called “Florange law” established, in
the absence of a contrary clause of the articles of association adopted subse-
quent to their enactment, double voting rights for companies whose shares are
traded on a regulated market.
In accordance with the provision of article L. 225-123 of French company law
(Code de commerce), these double voting rights are automatically granted to all
fully paid-up shares with documented registration of two years in the name of
the same shareholder. The same voting rights are granted upon issuance to reg-
istered shares awarded free of charge in the event of capital increases by incor-
poration of reserves, profi ts or share premiums to shareholders for the same
number of old shares to which they are entitled.
The counting of the two-year holding period began on April 2, 2014, the date of
entry into force of the Florange law.
As a result, notwithstanding the provisions of article 16 of the articles of associa-
tion governing single voting rights, starting April 3, 2016, shareholders automati-
cally have double voting rights if their fully paid-up shares have been held in the
name of the same shareholder for at least two years.
157REGISTRATION DOCUMENT 2016 21. Additional information
21.2.4. ACTIONS TO BE TAKEN TO MODIFY SHAREHOLDER RIGHTS
The company’s articles of association do not provide more restrictive provisions
than the law in this area.
21.2.5. CONVENING OF MEETINGS AND CONDITIONS FOR ADMISSION
Convening
Shareholders’ Meetings are convened under the conditions provided by law.
In accordance with the provisions of article L. 225-103 of the French company
law (Code de commerce), General Meetings, both Ordinary and Extraordinary, are
convened by the Board of Directors. Failing this, they may also be convened by:
• the Statutory Auditors;
• a representative designated by the courts at the request of any interested party
in case of urgency or one or more shareholders representing at least 5% of the
share capital or an association of shareholders meeting the conditions fi xed by
law;
• shareholders representing a majority of capital or voting rights aft er a tender
off er or public off er of exchange or aft er sale of a controlling block.
Aft er fulfi llment of the formalities preliminary to convening, stipulated by the
regulations in force, General Meetings are convened by a notice containing the
indications set out by these regulations; this notice is inserted in a journal
authorized to receive legal announcements in the department of the registered
offi ce and in the Bulletin des annonces légales obligatoires (gazette).
Shareholders who have been registered in the accounts for at least one month
on the date of insertion of this notice are also convened by ordinary letter, unless
they have asked in good time to be convened, at their own expense, by recorded
delivery letter.
Participation in Meetings
The right to participate in General Meetings is subject to registration of securities
in the name of the shareholder or the intermediary registered on the sharehold-
er’s behalf, on the second business day preceding the meeting at midnight, Paris
time, either in the registered securities accounts held by the company or in the
bearer securities accounts held by the authorized intermediary.
The entry of securities in the bearer securities accounts held by the authorized
intermediary is confi rmed by a shareholding certifi cate issued by the latter.
Any shareholder entitled to participate in General Meetings may be represented
by their spouse, by another shareholder, by a civil partner or by any other natural
or legal person of their choice or may submit a postal vote according to legal
conditions.
21.2.6. PROVISIONS OF THE ARTICLES OF ASSOCIATION, CHARTER OR BYLAWS THAT MAY DELAY, DEFER OR PREVENT A CHANGE IN CONTROL
None.
21.2.7. PROVISIONS OF THE INCORPORATION DOCUMENTS, CHARTER OR BYLAWS FIXING THE THRESHOLD ABOVE WHICH ANY SHAREHOLDING MUST BE DISCLOSED
None.
21.2.8 CONDITIONS OF THE ARTICLES OF ASSOCIATION GOVERNING CHANGES OF CAPITAL
Changes in capital may be made under the conditions provided by law.
21.2.9. AGREEMENTS
21.2.9.1. Internal charter on the typology of agreements
At its meeting of August 30, 2013, the Board of Directors, convened to examine
proposals related to regulated agreements issued by the Autorité des marchés
financiers (AMF recommendation no. 2012-05 – Meetings of shareholders of
listed companies – published on July 2, 2012), approved an internal charter for
characterizing agreements and whose terms are set out below:
“Internal charter characterizing agreements
Within the framework of the regulations instituted by articles L. 225-38 to
L. 225-43,
R. 225-30 to R. 225-32, and R. 225-34-1 of the French company law and the
Autorité des marchés fi nanciers recommendation no. 2012-05 for listed compa-
nies, published on July 2, 2012, the Board of Directors, at its Meeting of
August 30, 2013, decided to establish a typology of agreements which, due to
their character and conditions, are not subject to any formality. The following are
regarded as current transactions concluded under normal conditions and there-
fore not subject to any formality:
a) invoices from Bolloré SA to other Group companies related in particular to
administrative assistance or management services;
b) invoices from all Group companies related to the disposal of assets (not
including the disposal of securities) with a limit of 1.5 million euros per
transaction;
c) options or authorizations given within the framework of a Group tax regime
(tax consolidation agreement);
d) disposals of securities of minor importance that are purely administrative in
nature, or disposals of securities as part of a reclassification of securities
occurring between the company and natural persons or legal entities (having
links with the company as defi ned in article L. 225-38 of the French company
law for up to 500,000 euros per transaction, whereby transactions relating to
listed companies have to be carried out at a price corresponding to an aver-
age of the prices listed in the last twenty trading days;
e) transfers between the company and one of its directors of a number of
securities equal to that set for exercising his/her duties as a company offi cer
within the issuer of securities transferred;
f) cash management and/or loan transactions, provided the transaction is car-
ried out at the market rate with a maximum diff erential of 0.50%.”
21.2.9.2. Review of agreements approved during previous fiscal
years and continued during the year
In accordance with the provisions of article L. 225-40 of the French company law,
the Board of Directors meeting on March 23, 2017, examined the agreements
signed and authorized in previous years whose performance continued in 2016
and noted that the reasons for signing the agreements and the diff erent interests
that presided over their implementation are still applicable to each of the
agreements.
21.2.9.3. Specific information relating to agreements signed by
subsidiaries under the meaning of the last paragraph
of article L. 225-102-1 of the French company law
(Code de commerce)No agreement relating to this specifi c information was signed during the year
just ended, by a subsidiary with the Chief Executive Officer, the Deputy Chief
Executive Offi cer, one of the directors or a shareholder holding more than 10% of
the voting rights of Blue Solutions.
158 BLUE SOLUTIONS21. Additional information
22. Significant contracts
22. Signifi cant contracts
22.1. SIGNIFICANT CONTRACTS ENTERED INTO BY BLUE
SOLUTIONS
22.1.1. SALE OPTION AGREEMENTS BETWEEN BOLLORÉ SA AND THE COMPANY, AND BETWEEN COMPAGNIE DU CAMBODGE, SOCIÉTÉ INDUSTRIELLE ET FINANCIÈRE DE L’ARTOIS AND THE COMPANY DATED AUGUST 30, 2013
Sales option agreements
Blue Applications is made up of the following nine companies: Bluecar, Autolib,
Bluecarsharing, Bluebus, Blueboat, Bluetram, Bluestorage, IER and Polyconseil.
The activities of most of these companies are in the development phase and are
expected to sustain signifi cant capital expenditure and operational losses in the
short term. The Bolloré Group deemed that the signifi cant investment eff orts
that have been granted to them since the beginning should be maintained over
the coming years, and decided not to include these companies within Blue
Solutions ab initio, while conferring on the company the right to purchase them
in the future. IER recently diversifi ed its activities to support these applications,
in particular in the fi eld of car-sharing that off ers it the prospect of signifi cant
sources of new growth. IER’s mission is to integrate Blue Solutions’ scope of
activities, but only at the rate at which the company decides, if applicable, to
integrate the applications that rely on IER’s know-how.
Seven sale option agreements were entered into on August 30, 2013, in favor of
the company, allowing it to purchase each of these companies.
Thus, Bolloré SA granted six sale option agreements to the company for the total
stock issued by the following companies:
1. Bluecar, Autolib’ and Bluecarsharing (this agreement can only be exercised on
the three companies together);
2. Bluebus;
3. Blueboat;
4. Bluetram;
5. Bluestorage;
6. Polyconseil.
Finally, a seventh sale option agreement was entered into, under the terms of
which Compagnie du Cambodge and Société Industrielle et Financière de l’Artois,
companies controlled by Bolloré SA, grant to the company a sale option agree-
ment for all of the shares issued by IER.
No consideration was paid by Blue Solutions to the Bolloré Group in exchange for
the granting of these agreements. The exercise price of these options is the
market value of the companies on the exercise date; the options have no value
when they are granted and are not expected to have any value in the future
either. However, an analysis will be made each half-year to verify that this is the
case.
Financial information (turnover and operating income) on each entity or sub-unit
of Blue Applications covered by a sale option agreement will be presented each
half-year aft er the initial public off ering, until the sale option agreement of the
shares of the entities concerned has been exercised and the entities concerned
are consolidated by the company.
Exercise of options
The company may exercise each of the agreements that have been granted to it
at any time between September 1, 2016, and June 30, 2018, it being specifi ed
that (i) all agreements may only be carried out in respect of all the shares com-
prising the share capital of the companies concerned and (ii) the company will be
free to exercise all or only part of the agreements thereby granted.
The exercise price for each of these agreements will be determined by an inde-
pendent expert appointed, at the company’s request, by the Presiding Judge of
the Commercial Court of Paris. Such a request may be made once per fi scal year
for the 2016, 2017 and 2018 fi scal years. The company’s bylaws require its Chief
Executive Offi cer to issue, in 2017 and 2018 (when the Board of Directors closes
the fi nancial statements for the 2016 and 2017 fi scal years), a recommendation
on the company’s interest in exercising the options. This recommendation
should be made in light of the aforementioned expert’s assessment. The Board
of Directors must also include in its report at the company’s Annual Shareholders’
Meeting an opinion on the recommendation of the Chief Executive Offi cer; such
opinion should highlight the position of the independent directors if it is diff er-
ent from the majority opinion.
The expert must determine, under the provisions of article 1592 of the French
Civil Code, the sale price for the shares in question, based on the assessment
methods that it deems appropriate; nevertheless, although the price at which
Blue Applications’ companies source LMP® batteries from Blue Solutions must be
taken into account in determining the sale prices for the shares, the expert will
refer only to the terms and conditions of the supply contract for these batteries
in force on the date the company’s shares are admitted on the NYSE Euronext
(Paris) market.
This price must be a fi rm price in euros, not a range of values. It may not be less
than, for all of the shares under each agreement, one (1) euro after potential
recapitalization, it being specifi ed that if this provision is applied, the promising
party shall see to it that the corporate equity for the company in question,
re-assessed if applicable based on the share in net corporate positions of its
subsidiaries and decreased by the value of the shares, is equal to one (1) euro on
the date of transfer of ownership. With regard to the sub-unit of Blue
Applications, comprising Bluecar, Autolib’ and Bluecarsharing, in this case the
promising party will see to it that the amount of corporate equity for the three (3)
companies concerned, reassessed if applicable based on the share of the net
corporate positions of their subsidiaries and decreased by the value of the
shares, is equal to one (1) euro on the date of transfer of ownership.
The company shall make its decision concerning the exercise of the agreements
granted based on the independent expert’s report. The Chief Executive Offi cer’s
decision to exercise the purchase options will be subject to the company’s regu-
lated agreement regulations.
Upon the exercise of each of the sales option agreements, the purchase price will
be fi nanced either by a capital increase which allows minority shareholders to
maintain their share, or using Blue Solutions’ cash resources, or by debt.
Management of Blue Applications’ companies
The companies whose shares are covered under the sale option agreements
described above may enter into partnerships with third parties through legal
entities, aft er information from the company. However, until the eventual owner-
ship transfer date for the shares to Blue Solutions, these companies’ stakes in
these legal entities must (i) represent at least 50% of their capital, rights to prof-
its and voting rights, (ii) be free from all proprietary or personal rights of third
parties, and (iii) not create any rights of third parties on the income from the
exercise of the agreement.
Until the expiration date of the exercise periods for the sale option agreements,
the shares of the new companies which are subject to the sale option agree-
ments may not be transferred to any third parties.
Nevertheless, the existence of the agreements shall not prevent the promising
party from deciding, or authorizing, should it deem fit, the refocusing of the
activity of these companies to activities not related to those exercised by Blue
Solutions, the dormancy or liquidation of the companies or entities referred to in
the previous paragraph.
Changes to the agreements
Potential changes to the agreements are subject to the regulated agreement
regulations. Pursuant to articles L. 225-38 et seq. of the French company law,
Bolloré SA and the common directors of Bolloré SA and the company will not
take part in the company’s Board of Directors or General Meeting votes on any
changes to the agreements.
Consequential rights
The agreements grant the company a consequential right which entitles it to
receive, in the event that it waives any one of the purchase options and the Blue
Applications entity in question is sold within eighteen months following this
waiver, the gain that the company would have made if it had exercised the pur-
chase option and then itself completed the sale in question.
Should the amount of this gain be contested, it will be determined in accordance
with the provisions of article 1843-4 of the French Civil Code.
Recommendation of the Chief Executive Officer at the Board
of Directors meeting of March 23, 2017 and decision made
by the Board
In accordance with the aforementioned bylaws, the Chief Executive Offi cer pre-
sented to the Board of Directors meeting of March 23, 2017 a recommendation
to have an appraisal made of the companies within the Blue Solutions consolida-
tion by an outside expert named by the Presiding Judge of the Commercial Court
of Paris.
159REGISTRATION DOCUMENT 2016
22. Significant contracts
In carrying this out, the expert appointed on November 30, 2016, Thierry
Bergeras, submitted his report on March 17, 2017.
Gilles Alix, Chief Executive Offi cer, stated that signifi cant capital spending was still
required in the Blue Applications entities that are developing applications
(Bluecar, Autolib’, Bluecarsharing, Blueboat and Bluetram) and that as for the
entities (IER, Polyconseil) developing the management systems necessary for the
operation of these applications, Blue Solutions is not technologically dependent
on those entities, to which batteries are not delivered and whose revenues con-
sequently do not derive from those applications.
Accordingly, it was Gilles Alix’s view that at this point it would not be appropriate
to exercise the options granted and that it did not appear to be at all in Blue
Solutions’ interest to do so in the present exercise window of the options
(between September 1, 2016 and June 30, 2018).
Under these circumstances, upon a proposal by the Chief Executive Offi cer and
based on a valuation done by an outside expert, the Blue Solutions Board of
Directors decided unanimously not to exercise the purchase options the com-
pany held on Blue Applications until they mature, which will be on June 30, 2018.
It was the Board’s view that the investments that remain to be made in Blue
Applications are still very signifi cant, and they preferred to focus Blue Solutions’
eff orts on improving its technology.
The Board of Directors decided further that it would be appropriate to approach
Bolloré to begin negotiations with the primary objective of establishing a new
window for exercising the options.
22.1.2. ACQUISITION OF CAPACITOR SCIENCES BY BLUE SOLUTIONS CANADA
On September 21, 2016 Blue Solutions Canada Inc. acquired 100% of the equity
of Capacitor Sciences Inc., a US company.
This startup, founded by Dr. Pavel Lazarev, consists of a group of scientists spe-
cializing in the research and development of new energy storage devices. The
acquisition fi ts perfectly into Blue Solutions strategy, by adding to its investment
and research in supercapacitors and electrical batteries.
The acquisition was made for a price of 9 million US dollars, with the provision
that two earn-outs will be paid to the sellers if Capacitor Sciences, Inc. attains
two technical objectives by September 21, 2021. The commercialization of the
products derived from the intellectual property of Capacitor Sciences, Inc. will
occasion royalties to be paid to the sellers of Capacitor Sciences, Inc.
22.1.3. COMMERCIAL CONTRACTS
The signifi cant contracts entered into by Blue Solutions presented in this section
of the document relate to the production and sale of batteries and supercapaci-
tors, mainly to Blue Applications but also to third party-clients, in order to inte-
grate them within mobile and stationary energy storage solutions which they
develop.
22.1.3.1. Supply contracts for the raw materials and
components necessary for the manufacture
of LMP® batteries
Blue Solutions sources, for each of the main components and raw materials
necessary for the manufacture of LMP® batteries and supercapacitors, from at
least two suppliers, with the exception of the four-band current collector, for
which Blue Solutions sources from a single source at the date of this document.
These supplies are not necessarily covered under formal or long-term contracts
which, according to the company, regularly gives Blue Solutions a margin for
negotiation in terms of volume prices adjusted to its current production
capacities.
These main contracts and commitments are the following:
A letter of intent for the supply of polymers entered into between Nippon Shokubai Co. Ltd, on the one hand, and the company and Blue Solutions Canada, on the other hand, on December 28, 2011The company and Blue Solutions Canada source polymers necessary for the
manufacture of LMP® batteries from a Japanese company, Nippon Shokubai Co Ltd
under the terms of a letter of intent governed by the laws of the State of
Delaware, that provides for a commitment from this company to supply poly-
mers covering at least 60% of their needs for the 2012 to 2014 period, then
50.1% in 2015 and 2016, and, moreover, a commitment from Nippon Shokubai
Co. Ltd to supply polymers up to a limit of 2 million metric tons per year. The
supply commitments covered by this letter of intent are eff ective as of March 1,
2012, and shall remain valid, unless a shorter term is expressly specified in a
long-term supply contract, through February 28, 2017. In addition, this memo-
randum specifi es that if the company and Blue Solutions Canada stop their poly-
mer supplies before the term initially provided for, they will be required to
reimburse an amount of between 10% and 50% of the amounts incurred by
Nippon Shokubai Co. Ltd for the construction of its polymer manufacturing plant.
Potential reimbursements of amounts incurred by Nippon Shokubai Co. Ltd are
contractually capped at a maximum amount of 4.5 million US dollars, which will
decrease over time and will be 900,000 US dollars should supplies be halted in
2016. A three-year extension, on the same terms, is now under discussion.
Lithium salt (LiTFSI) supply contract entered into between Solvay (previously Rhodia Operations) and the company on September 9 and July 28, 2012The company and Blue Solutions Canada source their lithium salts (LiTFSI) from
Solvay under the terms of a supply contract entered into for an initial term of
four years, beginning on January 1, 2012, and expiring on December 31, 2016.
This contract was renewed for an additional three years, that is until
December 31, 2019. Under the terms of this contract, the company and Blue
Solutions Canada agree to supply 50% of their real LiTFSI requirements from
January 1, 2014.
22.1.3.2. Research and production effort support contracts
Memorandum of understanding on the development and production of electric batteries entered into between the company and Blue Solutions Canada on November 27, 2012Under the terms of this memorandum of understanding, the company granted a
commercial indemnity of 15 million Canadian dollars paid in 2012 to its subsidi-
ary, in consideration for the latter committing to continue battery production for
a minimum term of four years starting on November 27, 2012. The purpose of
this fi nancial assistance is to enable the company to fulfi ll its LMP® battery sup-
ply obligations for Bluecar (formerly Véhicules Électriques Pininfarina-Bolloré)
and Bluebus (formerly Gruau Microbus).
Memorandum of understanding entered into between the company and Bluecar dated December 6, 2012The purpose of this memorandum of understanding is to defi ne the conditions
of a partnership between the company and Bluecar related to the research and
development of LMP® batteries. This memorandum sets out in particular a new
financial undertaking by Bluecar – in the amount of 36 million euros – in
exchange for the company maintaining its research and development eff orts on
LMP® batteries for a term of four years starting on December 6, 2012.
22.1.3.3. Marketing contracts
At this stage, only two supply contracts and a master leasing agreement have
been signed by the company, concerning Bluecar® and Bluebus.
Battery supply contract entered into between the company and Bluecar on June 27, 2013On the date of this document, the company sells the LMP® batteries that it pro-
duces to Bluecar under the terms of a long-term supply contract entered into on
June 27, 2013, and expiring on December 31, 2022. This contract sets out that
Bluecar will source from the company for a minimum annual number of 30-kWh
LMP® batteries, with maximum power of 60 kW, predetermined in the contract
for its entire term (2,000 batteries per year from 2014 to 2017, 4,500 batteries in
2018, 7,500 batteries in 2019, 11,000 batteries in 2020 and 2021, and 14,000
batteries in 2022). The batteries are currently sold to Bluecar at an initial unit
price of 38,000 euros excluding taxes, it being specifi ed that this price will be
adjusted, as of January 1, 2018, according to a formula that reduces prices in
proportion to annual order volumes, predetermined in the contract to take into
account expected growth in volumes and improvements obtained.
160 BLUE SOLUTIONS
22. Significant contracts
This price may be reduced, in a given year, to a minimum of 25,000 euros
excluding taxes for batteries purchased in excess of 7,500 30-kWh equivalent
batteries.
In addition, the company may terminate the contract in the following cases:
• Bluecar’s total or partial non-compliance with one of its obligations under the
contract;
• automatically and without formal notice, upon fi rst presentation of a registered
letter with immediate eff ect, should Bluecar be subject to bankruptcy or liqui-
dation proceedings, out-of-court settlement or any other proceedings generally
aff ecting the rights of creditors under all applicable laws, and except as other-
wise provided by law or regulation and notwithstanding the powers granted by
the law to the bodies tasked with the proceedings.
In case of termination due to a fault and generally for any case not caused by a
force majeure, Bluecar shall automatically be liable for all damages and costs
incurred in repairing any damages directly or indirectly sustained by the
company.
Finally, this contract provides for the renewal of the 36 million euros in aid repre-
senting 20% of the company’s operating expenses since its creation, as set out in
the memorandum of understanding dated December 6, 2012, entered into
between the company and Bluecar, the latter being unable to ensure the fi nan-
cial stability of Blue Solutions.
The Board of Directors of Blue Solutions voted at its March 23, 2017 meeting to
approach Bluecar about revising the terms of this supply contract as the latter
might permit.
Master battery leasing agreement entered into between the company and Bluebus on November 9, 2011Until December 31, 2016, the company leased the LMP® batteries that it pro-
duces to Bluebus under the terms of an open-ended master agreement and
implementation contracts entered into for a term of three years. Such batteries
are sub-leased by Bluebus to its clients, purchasers of Bluebus vehicles.
Supply contract signed between Bluebus and the companyUnder the terms of the contract initially signed with Bolloré and transferred to
Blue Solutions on August 30, 2013, Bluebus agreed to supply LMP® batteries
exclusively to the company.
The contract is entered into for a term of fi ve years from the fi rst actual delivery
date of the products, which occurred at the end of 2011, and shall remain in
force until the end of 2016.
At the end of the initial term, the parties may decide to renew the contract by
signing an addendum to that eff ect. As such, the parties must meet no later than
three months before the end of the initial term to agree on whether to renew the
contract.
Other contractsFor supply contracts concerning LMP® batteries that Blue Solutions may sign
with other Blue Applications companies, Blue Solutions shall strive to implement
the same principles and philosophy of contractual relations for all Blue
Applications’ companies as for those in the LMP® battery supply contracts
entered into on the date of this document between Blue Solutions and Blue
Applications’ companies and described in this section 22.1.3.3.
22.2. CONTRACTS ENTERED INTO BY BLUE APPLICATIONS
THAT HAVE A SIGNIFICANT IMPACT FOR BLUE
SOLUTIONS
22.2.1. AUTOLIB’
Public service delegation agreement for the implementation,
management and maintenance of a provision of self-service
electric automobiles and an electric vehicle recharging
infrastructure entered into between Autolib’ Métropole (formerly
the Syndicat Mixte Autolib’) and Autolib’, dated February 25, 2011
Since February 25, 2011, Autolib’ has been assigned with the provision of the fi rst
public self-service electric automobiles in Paris and the Paris region within
Autolib’ Métropole, and in particular with the implementation, management and
maintenance of the self-service electric automobile provision and an electric
vehicle recharging infrastructure.
The public service delegation is effective as of March 4, 2011, for a term of a
hundred and fourteen months. The recipient of the concession agrees to allow
the grantor, if it so wishes, to reduce the term of the concession to a hundred and
twenty months under certain conditions. The agreement may be unilaterally
terminated by the grantor in certain cases, and in particular for reasons of public
interest or in case of buyout of the concession by the grantor. In addition, the
recipient of the concession may terminate the agreement for lack of economic
interest. An indemnity for the recipient of the concession is provided for in all
cases of termination.
The public service delegation is granted subject to payment of the following
three annual fees:
• an annual occupancy fee for areas located on the roadway perimeter in the
amount of (i) 750 euros for each space located within the roadway perimeter,
or (ii) one euro for additional spaces within the Autolib’ stations and spaces
reserved exclusively for recharging non-Bluecar® electric vehicles and for two-
wheel vehicles. This fee is paid on October 1 of each year and reassessed
annually (i) if the activity relating to the private recharging makes it possible to
achieve the Target Balance (defined in the attachment to the contract) that
includes a reasonable profi t on this activity and (ii) based on the changes in the
commercial rent national price index (ILC);
• an annual operating fee representing 10% of the turnover of Autolib’ on the
previous fi scal year limited to 30% of the income before taxes for such fi scal
year if the net income for the fi scal year is positive and if the cumulative net
income is positive. This fee is paid within two months following the General
Meeting of Shareholders called to approve the financial statements for the
previous year; and
• an annual inspection fee, the amount of which may not exceed 300,000 euros,
and which must be duly justified by the grantor in light of the costs that it
incurs to carry out its inspections. This fee is subject to an advance payment of
50% of its amount, paid on January 1, with payment of the balance on
December 31 and is indexed annually to the change in the Syntec index.
This agreement also contains a change of control clause under the terms of
which:
• for a period of fi ve years from the eff ective date of the agreement, the transfer
to third parties of the shares held by Bolloré SA in Autolib’ or by one of its sub-
sidiaries or a company placed under the same control as Bolloré SA (within the
meaning of article L. 223-3 of the French company law, is prohibited when said
transfer would result in the loss for the latter of control of Autolib’;
• at the end of this period, the majority control held by Bolloré SA and/or one of
its subsidiaries and/or a company placed under the same control as Bolloré SA
may not be abandoned or transferred in any way whatsoever, without Autolib’
Métropole’s prior approval. The latter may refuse its authorization if it appears
that the company which is in receipt of the concession continues to have a set
of technical and financial guarantees similar to those based on which the
public service delegation agreement was entered into, directly or indirectly
brought by shareholders comprising the majority of the Bolloré Group.
On the date of this document, the agreement has nine addendums.
22.2.2. BLUELY
Master public domain occupancy agreement dated June 3, 2013
Bluely and the Lyon Urban Community entered into a master public domain
occupancy agreement on June 3, 2013, for the installation of recharging termi-
nals for electric vehicles and car-sharing for a term of ten years. The purpose of
this agreement is to authorize Bluely to install recharging terminals (including
rental terminals and recharging terminals) for electric vehicles, both for car-
sharing vehicles and vehicles belonging to third parties.
The public domain occupancy fee for the stations comprises a fi xed part and a
variable part. The fi xed part is calculated by space, at 100 euros per space per
year, or 500 euros for a fi ve-space station. The variable part is applicable with
effect from the fee invoiced in 2016, and is equal to 1.5% of the turnover
excluding taxes for the previous year generated by the recharging service for
electric vehicles and car-sharing.
The public domain occupancy fee for the spaces subscribed is set by the annual
price and fee review conducted by the Lyon Urban Community. In 2013, these
161REGISTRATION DOCUMENT 2016
22. Significant contracts
fees were 41.31 euros per sq. m. the first year and 28.56 euros per sq. m. for
subsequent years, to be updated each year based on the construction cost index.
In case of termination for reasons of public interest, Bluely may claim a limited
indemnity, excluding in particular the foregone profi t.
22.2.3. BLUECUB
On July 31, 2013, Bluecub and the Bordeaux Urban Community entered into a
master public roads occupancy agreement for a term of ten years, for the instal-
lation of recharging terminals for electric vehicles and car-sharing.
Under the terms of this agreement, the Bordeaux Urban Community issued an
agreement in principal concerning the use of its public roads for stations for
electric vehicles and car-sharing including rental terminals, recharging terminals
for electric vehicles available by subscription for both car-sharing vehicles and
third-party vehicles, and, potentially, subscription terminals.
This agreement will subsequently be supplemented by temporary public road
occupancy authorizations by way of road permits issued by the Bordeaux Urban
Community in respect of each station.
The public road occupancy fee is set by annual decree of the Chairman of the
urban community, on January 1 of each year, indexed to changes in the INSEE
construction cost index. In 2013, this fee amounted to 19.16 euros per year per
terminal, or 134.12 euros per year for a station with fi ve recharging terminals,
one rental terminal and one subscription terminal; and 1,100.44 euros per year
for an area less than or equal to 20 sq. m., in the event that a subscription space
is installed.
Bluecub may only terminate the master agreement upon the expiration of a
period of fi ve years from the date it was signed, subject to four months’ advance
notice. Should the agreement be terminated, Bluecub may not claim any
indemnity except in the case of termination for reasons of public interest, equal
to the non-amortized value of the structures installed on the public domain and
the costs corresponding to the direct, material and certain damages sustained by
the occupier due to the early termination of contracts that it had concluded
relating to the operation of the service, as well as the non-material losses caused
by such termination, excluding all other amounts and, in particular, excluding
prepayment indemnities due to credit institutions for the termination of lending
agreements.
22.2.4. BLUEINDY
Blueindy and the City of Indianapolis (United States) signed a concession con-
tract on April 8, 2014, under the terms of which the city awards Blueindy the
exclusive right to supply a car-sharing service on spaces which it owns or con-
trols. Blueindy also has the right to advertise and market at the stations and on
the vehicles, and the right to operate a Wi-Fi network at the station.
The concession was granted for a period of fi ft een years. It will renew automati-
cally for two-year periods unless notifi cation to the contrary is received ninety
days before the period in question expires.
The long-term objective is to operate 500 Bluecar® US vehicles, equip 200 rental
terminals and 1,000 charging terminals.
22.2.5. BLUESG PTE LTD
Following a call for tenders that it won, BlueSG Pte Ltd signed a contract on
June 30, 2016 with the Land Transport Authority of Singapore to operate an
electric vehicle car-sharing service as a ten-year concession with a minimum
fl eet of 1,000 Bluecar electric vehicles and 2,000 charging stations, 20% of which
could be used for charging by third parties.
In parallel, BlueSG Pte Ltd signed a contract on January 23, 2017 with the
Economic Development Board of Singapore for up to 80 million Singapore dol-
lars to fund the car-sharing project during the period from January 1, 2017 to
December 31, 2021, incorporating a certain number of obligations borne by
BlueSG Pte Ltd. which if not fulfi lled would require the subsidy to be paid back.
22.2.6. BLUECALIFORNIA LLC
On December 13, 2016 BlueCalifornia LLC signed a contract with the City of Los
Angeles (United States) to carry out an electric vehicle car-sharing project aimed
at disadvantaged neighborhoods.
This contract is for a fi ve-year period, renewable for two-year periods for a total
of no more than eleven years.
Under this contract, BlueCalifornia LLC agreed to commission at least 100 electric
vehicles and to install and operate an infrastructure network of charging
stations.
22.2.7. BLUETORINO
The City of Turin and Bluetorino entered into an agreement on February 15, 2016
to develop an electric vehicle car-sharing service and install charging terminals in
the City of Turin.
This agreement is for a twenty-year period, terminable by Bluetorino after
thirty-six months of operation upon payment of a 100,000 euro penalty.
The agreement calls for a gradual roll-out of stations and vehicles, by the end of
2017 reaching about 212 stations with 700 charging terminals and 400 electric
vehicles.
22.2.8. BLUEPOINTLONDON
At the end of 2013, Transport for London awarded the Bolloré Group the contract
to manage and develop 1,400 charging terminals for electric vehicles in London.
While developing the network during the fi scal year just ended, the Group has
implemented a complete information management solution that it already
operates in the car-sharing fi eld (connection of the charging terminals to a cen-
tralized system, establishment of a call center, geolocation of terminals).
22.2.9. BLUECAR
Bluecar is the owner of the Bluecar® electric-vehicle design, undertaken notably
in collaboration with Pininfarina when the latter was in partnership with the
company. On September 30, 2010, Pininfarina granted Bluecar a license to use
the Pininfarina brand for this vehicle for a period of twenty years. Until
December 31, 2013, Bluecar® was manufactured by Cecomp and its subsidiary BC
Finizioni Montaggi Carrozzerie Srl.
In addition, by agreement dated August 5, 2013, Cecomp agreed to provide
Bluecar with (and Bluecar agreed to purchase) 2,000 new Bluecar® bodies over
the following two years.
Since January 1, 2014, the Bluecar® has been manufactured by Bluecar and its
subsidiary Bluecar Italy under two main contracts dated October 24, 2013 and
April 11, 2014 respectively:
• the fi rst, entered into between Pininfarina and Bluecar Italy Srl, concerns the
management leasing of the Pininfarina vehicle manufacturing factory located
in Bairo (Italy), for which Bolloré SA irrevocably guarantees the proper execu-
tion by Bluecar Italy Srl to Pininfarina;
• the second, entered into between Bluecar and Bluecar Italy Srl, concerns the
assembly in particular of the Bluecar®, from components provided by Bluecar,
in the Bairo factory under a management leasing contract by Bluecar Italy Srl
from Pininfarina.
22.2.10. PARTNERSHIP WITH THE RENAULT GROUP
In September 2014, the Bolloré and Renault groups signed a partnership based
on three agreements:
• an industrial cooperation agreement under the terms of which Bluecar
awarded the assembly of the Bluecar® to Renault (until then only manufac-
tured in Italy) in its plant in Dieppe (76200 – France) from the second half of
2015.
The Dieppe plant specializes in the production of low volumes and a dedicated
assembly workshop will be created within the plant to assemble the Bluecar®.
• the creation of a joint venture in car-sharing:
The groups decided to create a joint company called Bluealliance the purpose
of which is to own shareholdings in all companies operating complete
car-sharing and electric vehicle solutions in France and Europe.
162 BLUE SOLUTIONS
25. Information on shareholdings
Bluealliance was initially owned 30% by the Renault Group, 70% by the Bolloré
Group.
Since the first projects were in Lyon and Bordeaux, Bluecarsharing sold
Bluealliance its shareholdings in Bluely and Bluecub.
Under this agreement, the car-sharing networks in Lyon and Bordeaux will
propose, in addition to Bluecar®, the option to use Renault brand vehicles
(Twizy, Zoé).
Since March 23, 2016 Automobiles Citroën SA has been a part of Bluealliance,
and the company today is owned 51% by the Bolloré Group, 25% by the Renault
Group and 24% by the Peugeot Citroën Group.
• feasibility study for a three-seat Bluecar® model:
The Bolloré Group awarded Renault a feasibility study for the design, develop-
ment and industrialization in a Renault plant in France of a three-seat electric
vehicle (rather than the four-seat Bluecar®), which could support the growth of
car-sharing operations.
This electric vehicle will be equipped with a Blue Solutions Lithium Metal
Polymer (LMP®) battery with a capacity of 20 kWh.
22.2.11. PARTNERSHIP WITH THE PEUGEOT-CITROËN GROUP
In September 2015, the Bolloré and Peugeot Citroën groups signed a partnership
based on four agreements:
• a contract to develop the E-Mehari assembly whereby Bluecar assigns to
Peugeot Citroën Automobiles the principal work of assembling and then man-
ufacturing the E-Mehari vehicle in its Rennes plant starting January 1, 2016;
• a contract to distribute the E-Mehari through the Peugeot Citroën network;
• entrance of the Peugeot Citroën Group into Bluealliance as stated at 22.2.10
above, with an option to include C-Zero (comfort) and/or Entry vehicles, at
Citroën’s choice, in the Lyon and Bordeaux car-sharing networks;
• creation of a 50/50 joint venture to develop car-sharing of thermal or electric
vehicles worldwide.
This joint venture was registered on December 26, 2016.
22.2.12. BLUEBUS
On December 22, 2014 Bluebus and RATP signed a contract for the delivery of
all-electric 12-meter buses. The contract was for an initial term of two years
ending December 22, 2016. On November 16, 2016 Bluebus and RATP signed a
six-month extension, i.e. until June 21, 2017.
23. Information from third parties, statements by experts and declarations of interest
This document does not contain any information provided by third parties, any
statements by experts or any declarations of interest, except for the Statutory
Auditors’ reports.
24. Documents on displayInvestors and shareholders requiring further details on the Group are invited to
contact:
Gilles Alix, Chief Executive Offi cer
Fabrice Bouteau, Chief Financial Offi cer
31-32, quai de Dion-Bouton
92811 Puteaux Cedex – France
Tel.: +33 (0)1 46 96 42 81
Blue Solutions
31-32, quai de Dion-Bouton
92811 Puteaux Cedex
In addition, visitors to the Group’s website (www.bollore.com) may consult press
releases and fi nancial details under the headings “Press” and “Regulated infor-
mation”, respectively. The Blue Solutions website, containing regulated informa-
tion, can be found at: www.blue-solutions.com.
PROVISIONAL CALENDAR 2017
June 1, 2017: Annual General Meeting.
25. Information on shareholdingsThe company’s equity interests are listed in the summary of subsidiaries and
equity investments of the annual fi nancial statements (20.4).
163REGISTRATION DOCUMENT 2016
164 BLUE SOLUTIONS
Tables of correspondence between the management report and the Blue Solutions registration document 166Cross-reference table between the registration document and the annual fi nancial report 167Cross-reference table of the section headings called for in Appendix 1 of EC Regulation no. 809/2004 of April 29, 2004 168Chairman’s report on the composition of the Board of Directors and the conditions for the preparation and organization of its work, and on the internal control and risk management procedures implemented by the company 170Statutory Auditors’ report , prepared in accordance with article L. 225-235 of the French company law (Code de commerce) on the report prepared by the Chairman of the Board of Directors of the company 178Statutory Auditors’ special report on regulated agreements and commitments 179Agenda of the Ordinary General Meeting of June 1, 2017 180Presentation of the resolutions put to the Ordinary General Meeting 180Resolutions presented to the Ordinary General Meeting of June 1, 2017 182
Appendix
165REGISTRATION DOCUMENT 2016
Tables of correspondence between the management report and the Blue Solutions registration documentThis registration document includes all elements of the management report of the company as required by articles L. 232-1, 225-100 and R. 225-102 of the French
company law.
Items in the report of the Board of Directors that must be submitted to the General Meeting
Sections of the registration document
containing the corresponding information
Situation and activity of the company and its subsidiaries during the previous fi scal year
(French company law articles L. 232-1 and R. 225-102) 6.1.
Operating results (French company law articles L. 232-1 and R. 225-102) 3.; 6.1.; 9.1.
Progress made or setbacks encountered (French company law articles L. 232-1 and R. 225-102) 6.1.; 12.1.
Research and development activities (French company law article L. 232-1) 11.1.; 11.2.
Forecast developments in the company’s situation and future prospects
(French company law articles L. 232-1 and R. 225-102) 12.1.; 13.
List of existing branches (French company law article L. 232-1) 5.1.4.
Important events occurring between the year-end date and the date on which the report is drawn up
(French company law article L. 232-1) 20.3. note 14
Body chosen to carry out the executive management of the company (French company law article R. 225-102) 14.1.1.
Objective and exhaustive analysis of developments in the company’s business, results and fi nancial situation
(in particular its debt position) and key non-fi nancial performance indicators (including information
on environmental and personnel matters)
(French company law article L. 225-100-1 par. 3) 9.; 10.; 17.; 20.9.
Statement of the use of fi nancial instruments by the company when relevant to the valuation of its assets, liabilities,
fi nancial situation and its profi ts and losses (French company law article L. 225-100-1 par. 6)
10.2.; 10.3.; 10.4.; 10.5.; 20.3.
notes 7.3. and 8.2.
Description of the main risks and uncertainties with which the company is confronted
(French company law article L. 225-100-1 par. 4) 4.
List of offi ces or positions held by the company offi cers (French company law article L. 225-102-1 par. 4) 14.1.3.
Report on the status of employee shareholding on the last day of the fi scal year (possibly including executive
managers) (French company law article L. 225-102 17.10.; 17.11.; 17.12.
Activity of subsidiaries of the company and of companies controlled by it 7.1.; 7.2.
Acquisitions of signifi cant stakes in companies having their registered offi ce in France or acquisitions of controlling
interests in such companies (French company law articles L. 233-6 and L. 247-1) 20.10.
Stock disposals to adjust reciprocal shareholdings (French company law article R. 233-19 par. 2) NA
Information related to the breakdown of share capital and treasury shares
(French company law articles L. 233-13 and L. 247-2) 18.1.
Operations by companies in which the company holds a majority interest or subscription of shares as
stock options (French company law article L. 225-102-1 last par.) 17.9.2.2.
Agreements entered into between an Executive manager or a major shareholder and a subsidiary
(French company law article L. 225-102-1 last par.) 21.2.9.3.
Amount of dividends distributed over the last three fi scal years and amount eligible for tax exemption
(French General Tax Code, article 243 bis) 20.7.1.
Compensation and contributions in kind of each of the company offi cers
(French company law article L. 225-102-1 par. 1) 15.
Changes in the presentation of the fi nancial statements 20.3. note 1
Injunctions or fi nancial penalties for antitrust practices pronounced by the Competition Authority and required
by the latter to be included in the management report (French company law article L. 464-2-1) 4.6.; 20.8.
Social and environmental information:
– stating how the company accounts for the social and environmental impacts of its business activities, including the
impacts on climate change of its operations and of the use of the products and services it produces;
– the company’s commitments in support of sustainable development, the circular economy, the limitation of food
waste, anti-discrimination and diversity (French company law article L. 225-102-1 par. 5) 4.6.3.; 8.3.; 17.1.-17.8.
166 BLUE SOLUTIONSAppendix
Items in the report of the Board of Directors that must be submitted to the General Meeting
Sections of the registration document
containing the corresponding information
Information on the risks run in the event of changes in interest rates, exchange rates or market price 4.7.; 20.3. note 8
Statements called for by article L. 225-211 of the French company law in the event of transactions by the company
in its own shares (stock buyback scheme) NA
Items used in calculating and results of the adjustment of bases of conversion and the terms for subscribing
or exercising securities giving equity ownership or to share subscription or purchase options on stock 17.9.2.; 20.3. note 11.4.
Summary statement of the transactions carried out by executive managers and persons closely associated with them
on their securities (French Monetary and Financial Code, articles L. 621-18-2 and R. 621-43-1 – AMF General
Regulations, article 223-26) 17.11.3.
Information likely to have an impact in the event of a public off ering (French company law article L. 225-100-3)
– structure of the company’s share capital 18.1.; 18.3.; 21.1.
– restrictions in the bylaws on exercising voting rights and transferring shares or provisions of agreements
made known to the company pursuant to article L. 233-11 of the French company law) 14.1.1.; 18.2.; 18.4.; 21.2.3.; 21.2.4.
– direct or indirect ownership interests in the share capital, of which the company is aware, by virtue
of articles L. 233-7 and L. 233-12 of the French company law 18.1.
– holders of securities with special controlling rights and their description 18.2.; 21.2.3.
– mechanisms provided in employee shareholding systems, and agreements between shareholders of which the
company is aware and that may lead to restrictions on the transfer of shares and the exercise of voting rights
(shareholders’ agreements) 18.4.; 21.2.4.; 21.2.6.
– rules applicable to the appointment and replacement of members of the Board of Directors and amendment
of the articles of association 14.1.1.; 16.; 21.2.2.
– power of the Board of Directors, particularly issuing or buying back shares NA
– agreements signed by the company modifi ed or terminating in the event of change of control 21.1.9.
– agreements providing compensation to the members of the Board of Directors or employees if they resign
or are dismissed without genuine and serious grounds or if their employment is terminated due to a public off erin 16.4.; 20.3. note 11.3.
Details on payment terms provided for in article L. 441-6-1 of the French company law (Code de commerce) 20.11.
Loans due in less than two years granted by the company, as a secondary activity to its core business,
to micro-to-medium enterprises or intermediate-sized enterprises with which it has economic links justifying
such activity (article L. 511-6 par. 3 bis of the French Monetary and Financial Code) NA
Table showing company results for the last fi ve years (French company law article L. 225-102 par. 2) 20.4. p. 150
Table and report on delegations relating to capital increases (French company law article L. 225-100 par. 7) 21.1.8.
Chairman’s report on the composition of the Board of Directors and the conditions for the preparation and
organization of its work, and on the internal control and risk management procedures implemented by the company
(French company law article L. 225-37 pars. 6-9) Appendix
NA: not applicable.
Cross-reference table between the registration document and the annual fi nancial reportThe annual fi nancial report, prepared pursuant to articles L. 451-1-2 of the French Monetary and Financial Code and 222-3 of the General Regulation of the AMF,
consists of the sections of the registration document identifi ed below:
Financial statements 20.4 p. 135
Consolidated fi nancial statements 20.3 p. 99
Statutory Auditors’ report on the fi nancial statements 20.4 p. 151
Statutory Auditors’ report on the consolidated fi nancial statements 20.3 p. 133
Management report Appendix p. 166
Statutory Auditors’ fees 20.3 p. 130
Chairman’s report on the composition, preparation conditions and organization of the work of the Board
and on the internal control and risk management procedures implemented by the company Appendix p. 170
Auditors’ opinion on the Chairman’s report Appendix p. 178
NA: not applicable.
167REGISTRATION DOCUMENT 2016 Appendix
Cross-reference table of the section headings called for in appendix 1 of EC Regulation no. 809/2004 of April 29, 2004
Rubrique Pages
1. Persons responsible 20
2. Statutory Auditors 20
3. Selected fi nancial information 5; 21
4. Risk factors 23
5. Information about the issuer
5.1. History and development of the company 33; 157
5.1.1. Legal name and commercial name of the issuer 33; 157
5.1.2. Place of registration and registration number of the issuer 33; 157
5.1.3. Date of incorporation and duration of the issuer 33; 157
5.1.4. Registered offi ce and legal form 33; 157
5.1.5. Signifi cant events in the development of the issuer’s business 4; 6-13; 40
5.2. Capital expenditure 6-13; 33
5.2.1. Capital expenditure made during the reporting periods 33
5.2.2. Current investments 33
5.2.3. Planned investments 33
6. Business overview
6.1. Main businesses 6-13; 34-35
6.2. Principal markets 6-13; 34-35
6.3. Extraordinary events None
6.4. Potential dependency 30; 52
6.5. The basis for any statements made by the issuer regarding its competitive position 34-35
7. Organizational chart
7.1. Brief description of the Group 1; 4; 45-46
7.2. List of signifi cant subsidiaries 46-47
8. Property, plants and equipment 48
9. Financial and operating income review
9.1. Financial situation 50
9.2. Operating income 50
10. Cash and share capital
10.1. Issuer’s share capital 51-52
10.2. Sources and amounts of cash fl ows 51-52; 104; 118
10.3. Information on the borrowing requirements and fi nance structure of the issuer 51-52; 118-119
10.4. Information regarding any restrictions on the use of capital 52
10.5. Anticipated sources of funds 34-45; 51-52
11. Research and development, patents and licenses 52-55
12. Trend information
12.1. Main trends 55
12.2. Known trend or event liable to aff ect the issuer’s outlook for the current reporting period 55
168 BLUE SOLUTIONSAppendix
Rubrique Pages
13. Profi t forecasts and estimates 55
14. Corporate governance, management and supervisory bodies, and Executive management
14.1. Administrative and management bodies 55-66
14.2. Confl icts of interest 66
15. Compensation and benefi ts
15.1. Compensation paid 67-73; 126
15.2. Retirement and other benefi ts 67-73; 126
16. Functioning of the administrative and management bodies
16.1. End date of current terms of offi ce 55-66; 73
16.2. Service contracts binding members of administrative, management or supervisory bodies 73
16.3. Audit Committee and Compensation Committee 73
16.4. Corporate governance in eff ect in France 73-75
17. Employees
17.1. Number of employees 84-86
17.2. Employee profi t-sharing and stock options 92-93
17.3. Employee ownership of the company’s capital stock 93
18. Major shareholders
18.1. Shareholders owning more than 5% of the share capital or voting rights 96
18.2. Diff erent voting rights 96
18.3. Issuer’s control 96
18.4. Agreements pertaining to a change of control 96
19. Related-party transactions 97
20. Financial information concerning the issuers’ assets and liabilities, fi nancial position, and results
20.1. Information incorporated by reference 97
20.2. Pro forma fi nancial information 97
20.3. Annual fi nancial statements (parent company and consolidated) 135-150; 99-132
20.4. Verifi cation of the historical yearly fi nancial information 151; 133
20.5. Date of last fi nancial disclosure 152
20.6. Interim and other fi nancial information 152
20.7. Dividend distribution policy 152
20.8. Legal action and arbitration 152
20.9. Signifi cant changes in fi nancial or trading position since the end of the last fi scal year 152
21. Additional information
21.1. Share capital 156
21.2. Incorporation documents and articles of association 157
22. Major contracts 159-163
23. Information provided by third parties, statements by experts and declarations of interest 163
24. Publicly available documents 163
25. Information on equity investments 163
169REGISTRATION DOCUMENT 2016 Appendix
Chairman’s report on the composition of the Board of Directors and the conditions for the preparation and organization of its work, and on the internal control and risk management procedures implemented by the companyIn application of article L. 225-37 of the French company law (Code de com-
merce), the Chairman of the Board of Directors reports to shareholders in this
report, which was approved by the Board meeting held on March 23, 2017, (i) on
the composition “of the Board and the application of the principle of the bal-
anced representation of men and women on the Board”, and conditions for the
preparation and organization of its work, (ii) the corporate governance informa-
tion, (iii) the conditions related to shareholders’ attendance at the General
Meeting, and (iv to ix) the internal control and risk management procedures
implemented by the company.
The elements used for the preparation of this report are based on interviews and
meetings with management of the various operational divisions and central
departments of the Group. In particular, this work was conducted by the Group’s
Legal Aff airs and Internal Audit Departments, under the supervision and coordi-
nation of the Finance Department and the Financial Communications
Department.
The Group’s internal control rules apply to companies within the fi nancial state-
ment consolidation scope according to full or proportional consolidation
methods.
I. COMPOSITION OF THE BOARD OF DIRECTORS
AND CONDITIONS FOR THE PREPARATION
AND ORGANIZATION OF ITS WORK
COMPOSITION OF THE BOARD OF DIRECTORS
In accordance with statutory provisions, the directors are appointed by the
Ordinary General Meeting and the Board may, under the conditions laid down by
law, make temporary appointments.
The Board must comprise at least three and at most eighteen members, subject
to the waiver provided for by law in the event of a merger.
Their term of offi ce is three years and they may be re-elected.
The Board comprises nine members: Vincent Bolloré (Chairman of the Board of
Directors), Didier Marginèdes (Vice-Chairman), Cyrille Bolloré, Marie Bolloré,
Sébastien Bolloré, Virginie Courtin, Valérie Hortefeux, Jean-Louis Milin and
Martine Studer.
The Board of Directors, which counts four women among its members, thus
complies with the timetable set by the law of January 27, 2011 on balanced rep-
resentation of women and men on boards of directors and supervisory boards
and on professional equality.
In accordance with the legal and regulatory provisions in force, full details of the
members of the Board are available in the registration document.
In accordance with the independence criteria confirmed by the Board of
Directors at its meeting of March 23, 2017, among the nine members of the
Board of Directors, Valérie Hortefeux, Virginie Courtin and Jean-Louis Milin are
considered independent.
POWERS OF THE CHIEF EXECUTIVE OFFICER AND THE CHAIRMAN OF THE BOARD OF DIRECTORS
The Board of Directors, in its meeting on June 3, 2016, decided to retain the
option consisting of separating the roles of Chairman and Chief Executive Offi cer.
It was the view of the Board that this form of general management was an
eff ective way to deal with the requirements of the corporate development to be
undertaken while observing the mandates and strategy of the Group.
At its meeting of June 3, 2016 the Board of Directors reappointed Gilles Alix to the
position of Chief Executive Offi cer for a period of three years, that is, until the
conclusion of the Ordinary General Meeting called to approve the financial
statements for the year ending December 31, 2018.
Subject to the powers accorded by law to shareholders’ meetings and to the
Board of Directors and within the scope of the company’s corporate purpose, the
Chief Executive Offi cer is granted the broadest powers to act in the name of the
company in all circumstances.
At its meeting of June 3, 2016, the Board of Directors decided to reappoint
Vincent Bolloré as Chairman of the Board of Directors for the duration of his term
of office as director, that is, until conclusion of the Ordinary General Meeting
called to approve the financial statements for the year ended December 31,
2018.
In his capacity as Chairman of the Board of Directors, Vincent Bolloré will organ-
ize and manage the work of the Board of Directors and will report on this to the
General Meeting; he will ensure that company bodies work in a satisfactory
manner and in particular that the directors are able to perform their duties.
POWERS OF THE VICE-CHAIRMAN
On March 19, 2015, the Board of Directors ratified the position of Didier
Marginèdes as Vice-Chairman.
The Vice-Chairman may be required to chair Board meetings and General
Meetings under the circumstances specifi ed in the provisions of the articles of
association.
MEETINGS OF THE BOARD OF DIRECTORS
In accordance with article 11 of the articles of association, the directors may be
called to Board meetings by any means, at either the registered offi ce or in any
other place.
Meetings are convened by the Chairman or the Vice-Chairman. The Board will
validly deliberate only if at least half of its members are present.
Decisions are taken on a majority of members present or represented, the
Chairman having the casting vote in the event of a tie.
In order to enable as many directors as possible to attend the Board meetings:
• the provisional meeting dates will be set in advance and any changes to the
date will be made following consultation to enable as many directors as possi-
ble to attend;
• the bylaws of the Board of Directors authorize, with the exception of the oper-
ations laid down in articles L. 232-1 (preparation of the fi nancial statements
and management report) and L. 233-16 (preparation of Group consolidated
fi nancial statements and management report), participation in Board delibera-
tions by videoconference.
DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors decides on the overall direction of the company’s activi-
ties, supervises the carrying out of its activities, decides on whether the offi ces of
Chief Executive Offi cer and Chairman of the Board can be held concurrently, and
approves the Chairman’s draft report. Subject to the powers expressly attributed
to shareholders’ meetings, and within the scope of the company’s purpose, it
deals with all matters aff ecting the proper and successful running of the com-
pany, and its resolutions govern those matters that come within its scope.
It also makes such controls and checks as it deems fit when reviewing and
approving the fi nancial statements.
ORGANIZATION OF THE BOARD’S WORK
Two weeks before the Board meets, a convening notice is sent to each director
together with a draft of the minutes of the previous meeting, so that they can
make any comments on the draft before the actual Board meeting.
This allows the Board meeting to be devoted to discussing the agenda.
Over the fi scal year, the Board met three times and was called upon to give its
opinion on the following issues:
Meeting of March 24, 2016 (attendance rate: 100%)
• activities and results;
• examination and approval of the separate and consolidated fi nancial state-
ments for the 2015 fi scal year;
• planning documents;
• approval of the Chairman’s report on internal control;
• agreements submitted in accordance with the provisions of articles L. 225-38
et seq. of the French company law (Code de commerce);
• convening of an Ordinary General Meeting;
170 BLUE SOLUTIONSAppendix
• corporate governance code revised in November 2015;
• company policy in relation to professional and pay equality;
• allocation of double voting rights (law no. 2014-384 of March 29, 2014
intended to “recapture the real economy”, known as the Florange law);
• company policy in relation to professional and pay equality;
• defi nition of strategic directions;
• annual review of regulated agreements still in force.
Meeting of June 3, 2016 (attendance rate: 78%)
• procedures for performing Executive management duties;
• renewals of the offices of Chairman of the Board of Directors and Chief
Executive Offi cer.
Meeting of September 1, 2016 (attendance rate: 89%)
• activities and results consolidated fi nancial statements at June 30, 2016;
• planning documents – position of the current assets and current liabilities of
the fi rst half of 2016 – revision of the projected income statement;
• bylaws of the Audit Committee;
• review and implementation of the bylaws of the Board of Directors on the
exercise of puts granted by Bolloré, the Compagnie du Cambodge and the
Société Industrielle et Financière de l’Artois;
• breakdown of directors’ fees;
• evaluation of the Board’s operation and working methods.
EVALUATION OF THE BOARD’S OPERATION AND WORKING METHODS
With the aim of complying with corporate governance good practice, as recom-
mended by the provisions of the Afep-Medef Code, the Board must “assess its
capacity to fulfi ll the expectations of the shareholders who gave it the mandate
to run the company, by conducting a periodic review of its composition, organi-
zation and operation”.
This assessment must focus on three objectives:
• to review the Board’s methods of operation;
• to check that important issues are properly documented and discussed;
• to assess the actual contributions made by each member to the Board’s work,
in line with their areas of competence and involvement in the deliberations.
This assessment must be discussed by the Board, on an annual basis, with the
requirement to perform a more formal assessment at least once every three
years.
Since a formal assessment took place in 2015, the Board of Directors undertook
the annual assessment at its meeting of September 1, 2016.
The main fi ndings of this annual assessment were as follows:
● Regarding the Board’s methods of operation
The directors confi rmed the previous analyses of the Board’s operating methods,
which remain satisfactory (suffi cient notice period for meetings, frequency and
duration of meetings, division between the amount of meeting time spent
reviewing points on the agenda and time spent on discussions, etc.).
In addition, the directors maintained their positive assessments of the quality
and legibility of the documents used to support discussions, as well as of the
completeness and accuracy of the Board’s minutes.
● Regarding preparedness and debates on important questions
The directors stated that they had all the information needed to understand the
Group’s missions and strategic objectives, and that they had access to any addi-
tional documents useful for examining items under consideration.
The directors said that they were satisfi ed with the quality and quantity of infor-
mation which always corresponded to the level of complexity of the case in
point, thereby enabling them to understand and discuss the points on the
agenda within the required deadlines.
● Regarding the composition of the Board of Directors
The Board, having nine members following the Ordinary General Meeting of
June 3, 2016, has the right number of members and its composition meets the
requirements of good governance, particularly with regard to directors’ age crite-
ria, gender balance of independent directors, diversity of skills and experience
and the know-how required for the performance of their duties.
The term of offi ce of directors, set at three years, was considered satisfactory.
The Board brings together recognized skills which contribute to the high stand-
ard of debate and which demonstrate the Board’s aptitude for contributing to
decision-making and to guidelines to be adopted for Group activities.
The report noted that the directors are trained in the fine points of the busi-
nesses, primarily through special presentations and site visits.
Furthermore, the directors may, upon request, meet with the principal senior
executives of the Group.
The specialist areas covered by each director, particularly in terms of fi nancial,
technical and technological knowledge, make it possible for Board meetings to
conduct in-depth reviews of the company’s strategic direction.
THE AUDIT COMMITTEE
On August 30, 2013, the Board of Directors decided to set up an Audit Committee.
The bylaws of the Audit Committee were revised at the Board of Directors meet-
ing of September 1, 2016 so as to include the new duties of the Committee
defi ned in ordinance no. 2016-315 of March 17, 2016 with regard to the Statutory
Auditors.
The Audit Committee consists of two independent directors:
• Jean-Louis Milin, Chairman;
• Valérie Hortefeux, Committee member.
All members of the Audit Committee have the financial skills to ensure full
understanding of current accounting standards.
The Audit Committee is tasked with:
• monitoring the process of preparing fi nancial information and when appropri-
ate making recommendations to ensure its validity;
• monitoring the eff ectiveness of the internal control and risk management sys-
tems as well as, when called for, the internal audit system in terms of the pro-
cedures for preparing and processing the fi nancial and accounting information,
while not interfering with its independence;
• issuing a recommendation to the Board of Directors concerning the Statutory
Auditors whose appointment or reappointment is proposed to the General
Meeting;
• monitoring the Statutory Auditors’ performance of their engagement and act-
ing on the observations and conclusions of the High Council of Statutory
Auditors’ Commission following the audits performed pursuant to statutory
requirements;
• ensuring that the Statutory Auditors meet the criteria for independence and
taking any corrective measures necessary;
• approving the services provided besides auditing the fi nancial statements and
more broadly any assignment or prerogative contained in the relevant provi-
sions of law;
• reporting on a regular basis to the Board of Directors on the exercise of its
duties, the results of the accounts certifi cation work performed, how this work
has improved the validity of the fi nancial information and the role the Audit
Committee played in this process, and informing the Board without delay of
any diffi culties encountered;
• and more generally carrying out any assignment and/or prerogative defi ned by
the law.
The Committee may have recourse to external advisers.
The Blue Solutions Audit Committee met twice in 2016.
At its meeting of March 21, 2016 (attendance rate: 100%), the Committee con-
sidered the following points:
• presentation of earnings for the 2015 fi scal year;
• summary of the work carried out by the Statutory Auditors on the consolidated
fi nancial statements as at December 31, 2015.
171REGISTRATION DOCUMENT 2016 Appendix
At its meeting of August 30, 2016 (attendance rate: 100%), the Committee con-
sidered the following points:
• presentation of fi nancial statements for the fi rst half of 2016;
• summary of the work carried out by the Statutory Auditors on the half-yearly
consolidated fi nancial statements as at June 30, 2016;
• presentation of the provisions of ordinance no. 2016-315 of March 17, 2016
concerning the Statutory Auditors.
In accordance with the provisions of the French Corporate Governance Code for
listed companies, the Statutory Auditors are invited to Committee meetings
dealing with the process of preparing fi nancial information and reviewing the
fi nancial statements.
THE COMPENSATION AND APPOINTMENTS COMMITTEE
At its meeting of August 30, 2013, the Board of Directors set up a Compensation
and Appointments Committee consisting of three members:
• Valérie Hortefeux, Chairperson;
• Jean-Louis Milin, Committee member;
• Martine Studer, Committee member;
appointed for the duration of their respective terms of offi ce as directors.
The bylaws of the Compensation and Appointments Committee, setting out the
Committee’s remit and methods of operation, were approved by the Board of
Directors at its meeting of January 7, 2014.
Within the framework of its duties, the Compensation and Appointments
Committee performs the following tasks:
● With regard to choosing and appointing
• presenting the Board of Directors with proposals or recommendations con-
cerning the selection of new directors in accordance with the desired balance
on the Board of Directors in terms of changes in the shareholders and gender
balance on the Board of Directors;
• presenting the Board of Directors with its recommendations concerning the
renewal of the terms of offi ce of members;
• organizing a procedure designed to choose the future independent directors
and assessing the profi les of the candidates presented;
• preparing a succession plan for executive company offi cers in order to be able
to put forward to the Board succession solutions in the event that an unfore-
seen vacancy should arise;
• reconsidering, each year, the status of independent directors;
• assisting the Board of Directors with the task of conducting its own
assessment.
● With regard to compensation
• making proposals and issuing opinions concerning the overall amount and the
distribution of directors’ fees paid by the company to the members of the
Board of Directors;
• making all proposals to the Board of Directors concerning fi xed and variable
compensation, and all contributions in kind for executive company offi cers,
taking into account the principles of thoroughness, balance, benchmarking,
consistency, comprehension and measure stated by the Afep-Medef Code;
• discussing a general policy for the granting of share and performance options
and formulating proposals on their award to executive company offi cers;
• undertaking an in-depth analysis with regard to implementing the procedure
for regulated agreements when entering into a non-competition agreement;
• making a decision concerning any supplementary retirement schemes that
might be put in place by the company;
• collaborating on the draft ing of the section of the annual report dedicated to
informing the shareholders with regard to the compensation received by the
company offi cers.
In 2016, the Compensation and Appointments Committee met twice.
At its meeting of March 21, 2016 (attendance rate: 67%), the Compensation
and Appointments Committee considered the following points:
• composition of the Board of Directors;
• proposed candidates for Board membership or opportunity to make
reappointments;
• presentation of the specifi c sections dedicated to informing shareholders with
regard to the compensation received by the executive company offi cers.
At its meeting of August 30, 2016 (attendance rate: 100%), the committee con-
sidered the following points:
• assessment of the Board of Directors;
• review of rules governing the breakdown of directors’ fees.
COMPENSATION OF COMPANY OFFICERS
The company has not introduced “golden parachutes” or awarded additional
pension schemes to its company offi cers. The Ordinary General Meeting held on
September 23, 2013 set the overall amount of directors’ fees to be allocated by
the Board to its members at 80,000 euros, it being specifi ed that this amount will
remain fi xed until any further resolution of the General Meeting.
The Board meeting of September 1, 2016 decided to allocate the directors’ fees
for the 2016 fi scal year between the directors without an employment contract
in Bolloré Group and non-company offi cers, on a prorated basis according to the
period during which they exercised their functions.
172 BLUE SOLUTIONSAppendix
II. CORPORATE GOVERNANCE INFORMATION
At its meeting of March 23, 2017, Blue Solutions’s Board of Directors was called upon to consider the new provisions of the Afep-Medef Code of Corporate Governance
for listed companies, as revised in November 2016, and confi rmed that the company would continue to refer to this Code.
This Code of Corporate Governance may be viewed online at eng.medef.com. The following Code provisions continue to be set aside:
Recommendations
of the Afep-Medef Code set aside Blue Solutions practices – Reasons given
Criteria of independence
of the directors
Afep-Medef takes the view that a director
is not independent if he or she has held
offi ce for more than twelve years.
The length of service criterion of twelve years is set aside since the term of a director’s duties does not as such call
his or her independence into question.
Irrespective of the term of the director’s duties, the Board values the personal qualities, experience, and industrial
and fi nancial expertise enabling the director to give useful opinions and advice through exchanges in which each
director can express his or her position.
Moreover, it shouldn’t be forgotten that the length of service improves understanding of the Group, its history
and its diff erent jobs within a Group comprising many very technical jobs on an international scale.
The perfect understanding of the Group by a director through his length of service is a major asset, particularly
when examining the strategic direction of the Group, or the implementation of complex projects and/or
cross-cutting projects within the Group. A length of service of twelve years could in no way be associated with a
loss of independence.
Acting as a director in another company
within the Group does not call a
director’s independence into question.
Acting as a director in another company within the Group does not call a director’s independence into question.
The Board feels that Bolloré Group, controlled by the founding family, is unusual in that it is diversifi ed across a
number of businesses, with operations in France and abroad.
One of the Group’s strategic directions is to optimize and develop synergies between its various businesses.
In order to implement this strategy, it is necessary to have high-level managerial expertise combined with
in-depth knowledge of all the Group’s businesses and understanding of any geopolitical issues critical to the
international operations.
The appointment of certain directors to a number of Group companies refl ects the Group’s focus on taking
advantage of the expertise of men and women who not only fully understand the businesses but also contribute
to the Group’s results.
However, as far as Blue Solutions is concerned, the Board considers that acting as a director in Bolloré prevents
said director from being described as independent in the company. In addition, directors holding offi ce in a parent
company as well as in one of its subsidiaries are invited to abstain from taking part in decisions made by the
Board of Directors of the parent company in the event of a confl ict of interest between the parent company
and the subsidiary.
III. TERMS OF ATTENDANCE OF SHAREHOLDERS
AT GENERAL MEETINGS
In accordance with the provisions of article 16 of the articles of association, all
shareholders are entitled to attend general meetings and to participate in the
deliberations, personally or by proxy, regardless of the number of shares that
they possess, by simply presenting identification and completing the legal
formalities.
Any shareholder may vote by post in accordance with the legal and regulatory
conditions.
IV. INFORMATION CALLED FOR BY ARTICLE L. 225-100-3
OF THE FRENCH COMPANY LAW (CODE DE COMMERCE)
The information called for by article L. 225-100-3 of the French company law
(Code de commerce) is available in the registration document.
V. DEFINITION AND OBJECTIVES OF RISK MANAGEMENT
AND INTERNAL CONTROL
Blue Solutions’ risk management and internal control are based on the AMF’s
reference framework published in January 2007 and supplemented in 2010.
ORGANIZATION OF INTERNAL CONTROL
In accordance with the AMF’s reference framework defi nition, internal control is
a system within the company, defi ned and implemented under its own responsi-
bility, with the aim of ensuring:
• compliance with legislation and regulations;
• application of instructions given and strategies set by Executive management;
• the proper functioning of the company’s internal processes, particularly those
helping to safeguard its assets;
• reliable fi nancial reporting;
• and, more widely, helping it to manage and carry out its business eff ectively
and use its resources effi ciently.
Under this framework, internal control covers the following elements:
• an organization including a clear defi nition of responsibilities, having adequate
resources and skills and using appropriate information systems, operating
procedures or methods, tools or practices;
• the internal distribution of relevant and reliable information, knowledge of
which enables each person to carry out his or her duties;
• a risk management system intended to list, analyze and tackle the main identi-
fi able risks with regard to the company’s objectives and to ensure that proce-
dures are in place to manage these risks;
• audit activities proportionate to the issues involved in each process and
designed to ensure that all necessary measures are taken to manage risks that
may aff ect the achievement of objectives;
• operation and permanent monitoring of the internal control system and regu-
lar examination to ensure that it is functioning correctly.
As indicated in the frame of reference, however, no matter how well designed
and applied it is, the internal control system cannot absolutely guarantee that
the company will achieve its objectives.
173REGISTRATION DOCUMENT 2016 Appendix
The following description of the internal control system was created from the
frame of reference devised by the working group conducted under the aegis of
the AMF, supplemented by its application guide.
The principles and key points contained in this guide are followed where they are
applicable.
GENERAL CONTEXT OF INTERNAL CONTROL: A CONTROL SYSTEM ADAPTED TO THE SPECIFIC NATURE OF THE ORGANIZATION OF BLUE SOLUTIONS
Blue Solutions’s internal control system is based on the following principles:
Separation of functions
In order to guarantee the independence of the control function, the Operational
and Finance Departments have been systematically separated at every level
within Blue Solutions. The Finance Department is responsible for ensuring that
fi nancial information is complete and reliable. All this information is regularly
forwarded to Executive management and the central departments (human
resources, legal, fi nance, etc.).
Considerable management independence
Blue Solutions is responsible for:
• specifying and implementing an internal control system suited to its specifi c
situation and features;
• optimizing their operational and fi nancial performance levels;
• safeguarding their own assets;
• managing their own risks.
Joint support and audits of all Group companies
The Group establishes a reference set of accounting, fi nancial and control proce-
dures that must be followed, which can be accessed directly via the intranet.
In addition, the Bolloré Group’s Internal Audit Department regularly assesses the
control system in place in each entity and makes the most appropriate proposals
for their development.
Human resources policy favoring a good internal control
environment
The human resources policy contributes to the enhancement of an effective
internal control environment as a result of job descriptions and an appraisal
system based particularly on annual reviews and regular training programs.
THE INTERNAL DISTRIBUTION OF RELEVANT INFORMATION
COMPLIANCE WITH LEGISLATION AND REGULATIONS
Blue Solutions’ operating departments enable it:
• to keep abreast of the various regulations and legislation that apply to it;
• to be advised, in good time, of any changes to them;
• to incorporate these provisions into its internal procedures;
• to keep its staff informed and properly trained to comply with the rules and
legislation concerning them.
APPLICATION OF INSTRUCTIONS GIVEN AND STRATEGIES SET BY EXECUTIVE MANAGEMENT
Executive management sets the Group’s targets and overall directions, ensuring
that all staff are informed of them.
In this respect, the budgetary process constitutes a commitment with respect to
the Group’s Executive management:
• during the fourth quarter of the year, a budget is prepared on the basis of the
strategic direction set by Executive management. The budget gives a break-
down of forecast profits and cash flow, as well as the main indicators for
measuring operational performance levels;
• once approved by Executive management, this budget, broken down by month,
serves as the reference point for budgetary control at Bolloré Group level. An
analysis of the differences between this projected budget and the monthly
result is conducted every month during the Results Committee meetings
attended by Blue Solutions and Bolloré Group.
PROPER FUNCTIONING OF THE COMPANY’S INTERNAL PROCESSES, PARTICULARLY THOSE HELPING TO SAFEGUARD ITS ASSETS
The Information Systems Department has introduced safety and security proce-
dures for ensuring the quality and security of the Group’s operations, even in the
event of major diffi culties.
The process of monitoring all capital expenditure, conducted jointly by Bolloré
Group purchasing, management control and insurance departments, contributes
to close monitoring of the Blue Solutions’ tangible assets and safeguarding their
value in use through appropriate insurance cover.
Moreover, client accounts are subject to monthly reporting to the Bolloré Group
Finance Department, which is responsible for listing the main client default risks
and taking remedial action.
Blue Solutions’ cash monitoring is ensured by:
• daily monitoring of cash performance forwarded to Bolloré Group;
• monthly updates to the Group’s cash fl ow forecasts;
• optimization of exchange rate and interest rate risks (reviewed by the Bolloré
Group Risk Committee, which meets quarterly under the authority of the
Finance Department);
• the availability of short-, medium- or long-term credit from fi nancial partners.
RELIABLE FINANCIAL REPORTING
Procedure for preparing the consolidated financial statements
The consolidated financial statements are prepared every half-year; they are
verifi ed by the Statutory Auditors in a limited examination at June 30 and a full
audit at December 31, covering the separate fi nancial statements and the con-
solidated fi nancial statements of all entities within the consolidation scope.
They are published once they have been approved by the Board of Directors. Blue
Solutions relies on the following elements for consolidating its financial
statements:
• Bolloré Group’s consolidation department, which ensures the standardization
and monitoring of bookkeeping in all companies within the parent company’s
consolidation scope;
• strict adherence to accounting standards linked to the consolidation
operations;
• the use of a recognized IT tool, developed in 2005 to keep the Group abreast of
new information transmission technology and to guarantee secure procedures
for reporting information and standardized presentation of the accounting
aggregates;
• decentralization of a portion of the consolidation restatements at operational
division or company level, allowing the accounting treatment to be positioned
as closely as possible to the operational fl ows.
Financial reporting process
Blue Solutions’ cash management and management control functions are
supervised by those of Bolloré Group, which are tasked with monitoring informa-
tion and monthly fi nancial indicators, in particular the income statement and
monitoring net debt.
The fi nancial reporting details are validated by the Executive management and
forwarded by its Finance Department.
The fi gures are submitted in a standardized format that complies with the rules
and standards for consolidation, making it easier to crosscheck against the items
in the half-yearly and annual consolidated fi nancial statements. Specifi c reports
for each of these are forwarded to Blue Solutions’ Executive management.
The monthly fi nancial reports are supplemented by budget reviews throughout
the year, which updates the year’s targets in accordance with the latest fi gures.
Risk management systems
In accordance with the AMF’s reference framework defi nition, risk management
is a dynamic system, defi ned and implemented under the company’s responsi-
bility, which assists the company to:
• create and preserve the company’s value, assets and reputation;
• secure decision-making and corporate processes to facilitate the achievement
of company objectives;
• promote consistency between the company’s actions and its values;
• unite company employees behind a shared vision of the main risks.
174 BLUE SOLUTIONSAppendix
Under this framework, risk management covers the following elements:
• an organizational framework that defines roles and responsibilities, a risk
management policy and an information system that allows risk information to
be disseminated internally;
• a three-stage risk management process: risk identifi cation, risk analysis and
risk management;
• continuous supervision of the risk management system with regular monitor-
ing and review.
CONTROL ACTIVITIES RELATED TO THESE RISKS
RISK MANAGEMENT
The Blue Solutions Legal Department and the Bolloré Group Legal and Insurance
Departments provide assistance in all major disputes, as well as on every draft
contract of major fi nancial signifi cance. Finally, risk management methods are
subject to regular in-depth reviews by the Bolloré Group Risk Committee.
The main risks to which Blue Solutions is subject are set out in the “Risk factors”
section of the registration document.
Risk management is organized in the following main categories:
Main risks concerning Blue Solutions
Certain fi nancial risks are liable to impact Blue Solutions’ overall earnings:
Risks related to the technology choices and business of Blue SolutionsBlue Solutions makes sizable capital expenditure in electricity storage, the main
technological challenge being to make LMP® (Lithium Metal Polymer) technology
a benchmark technology for both electric vehicles and stationary batteries for
electricity storage. Even though it is extremely confi dent about the prospects
off ered by these new activities, Blue Solutions remains prudent given the techno-
logical risks that such capital expenditure may present and other existing or
future technologies that may prove more effi cient. Moreover, this risk is directly
addressed by the Executive management of Blue Solutions and Bolloré Group
during monthly Board meetings.
In addition, Blue Solutions’ activities and its applications via Blue Applications
may be impacted by the following factors:
• the directions determined by public policies;
• the competitiveness of electrical energy compared with traditional fossil
energy (oil and gas) or alternative technologies (LPG and biofuels);
• the acceptance by the market of the technologies developed;
• problems that might occur in the automotive industry;
• its ability to establish and maintain partnerships with automotive industry
players;
• its ability to keep pace with the growth in demand for electric batteries.
Lastly, as it is in the development phase, Blue Solutions may also suff er addi-
tional losses not currently anticipated for a certain number of reasons, including
the above-mentioned risks.
Risks related to the industrial activities and the organization of Blue SolutionsDue to the complex technology of the batteries made by Blue Solutions and their
applications, and being at a stage where it is still learning about these technolo-
gies and discovering potential problems which could relate to the quality of its
products, Blue Solutions might experience unexpected quality problems, due in
particular to electronics. The latter might also lead to the impossibility of satisfy-
ing its clients’ demands in terms of the quality of products and its aft er-sales
service, which could be harmful to its brand image and reputation. Nevertheless,
Blue Solutions has developed processes in order to anticipate the technological
deficiencies of its products or, if necessary, to deal with product returns and
implement the required corrective measures.
In addition, Blue Solutions is heavily dependent on external suppliers for the
provision of raw materials and key components and, in the event that the tech-
nology used in these batteries proves successful in transportation and other
applications, access to these components under satisfactory economic condi-
tions could be restricted. However, Blue Solutions has developed partnerships
with a number of industry players in order to limit this risk and ensure the supply
of the product quantities required to manufacture its batteries.
Lastly, the success of the activities of Blue Solutions is based in particular on the
provision of batteries manufactured in two plants in France and Canada and on
the skills of certain key employees. The inability to maintain and develop its
production capacity, as well as the loss of knowledge linked to the departure of
key personnel, could limit the growth of Blue Solutions. Nevertheless, Blue
Solutions believes that it has implemented adequate actions to off set these risks
(signifi cant investment and an attractive compensation and training policy).
Risks related to organizing relations between Blue Solutions and Blue Applications and to relations with the Bolloré GroupAll the batteries made by Blue Solutions are currently distributed to Blue
Applications, with Blue Solutions therefore directly exposed to the risks faced by
Blue Applications and heavily dependent on the ability of Blue Applications to
ensure the development and marketing of its storage applications. However,
concluding partnership negotiations in the area of mobility with automotive
industry players, and/or a refocusing, partial or whole, of the Blue Solutions
commercial strategy toward players in the stationary market other than Blue
Applications, could reduce this dependence in the future.
Furthermore, Bolloré Group controls Blue Solutions and all the decisions made
by its management; this situation could lead to confl icts of interest. In particular,
Bolloré Group exercises considerable infl uence on the opportunity to exercise the
sale option agreements concerning the Blue Applications entities. However, the
risk of confl icts of interest during the exercise of the promises is reduced by the
inclusion of specifi c stipulations in the sale option agreements providing for:
• the price at which each sale option agreement will be exercised will be deter-
mined by an independent expert;
• the Blue Solutions’ bylaws require its CEO to issue, in 2017 and 2018 (at the
Board meetings approving the fi nancial statements for fi scal years 2016 and
2017), a recommendation on the interest for the company of exercising these
options;
• exercising them and any modifi cations to the sale option agreements will be
subject to the approval procedure of the regulated agreements;
• for each sale option agreement, if Blue Solutions has not exercised said sale
option agreement by June 30, 2018, and the shares are assigned or transferred
to a third party by the agreeing party within eighteen months following this
date, Blue Solutions will be entitled to receive the gain that it would have made
if it had exercised said sale option agreement and then made the sale itself.
● Stock options within the Blue Applications scope of consolidation
Thus, under these circumstances, on March 23, 2017 the Blue Solutions Board of
Directors reviewed the company’s situation and the outlook for the next few
years. Electricity storage using batteries is now universally recognized as a large
segment. However, there is more competition, and Blue Solutions would like to
give itself more time to develop the benefi ts of its LMP® (Lithium Metal Polymer)
technology. This technology has achieved several commercial successes in
mobility (Autolib’ car-sharing projects in Singapore, London and Los Angeles, and
electric buses) and also holds great promise in stationary applications. However,
the parallel development of competitors in lithium-ion products, with high vol-
umes and low prices, has required a revision of sales volumes and prices for Blue
Solutions batteries. This has led the company’s Board to take the following
positions:
• Not to exercise the options
Under these circumstances, upon a proposal by the Chief Executive Offi cer and
based on a valuation done by an outside expert, the Blue Solutions Board of
Directors decided not to exercise the purchase options it held on Blue
Applications until they mature, which will be on June 30, 2018. It was the Board’s
view that the investments that remain to be made in Blue Applications are still
very signifi cant, and they preferred to focus Blue Solutions’ eff orts on improving
its technology.
• To start negotiations between Blue Solutions and Bolloré
The boards of directors of Blue Solutions and Bolloré decided to meet to work
together towards the following objectives:
– establish a new window for exercising the options,
– revise the terms of the battery procurement contract, as the contract provides,
and
– write a new agreement for the fi nancing of Blue Solutions by Bolloré, since the
preceding one ended in June 2016,
– Blue Solutions and Bolloré will issue a press release concerning the outcome of
these negotiations.
175REGISTRATION DOCUMENT 2016 Appendix
In this connection, Bolloré proposed the following transaction:
• A 17 euro bid by Bolloré to Blue Solutions shareholders
Bolloré, which made an initial public off ering of Blue Solutions in late 2013 at
14.50 euros per share, while remaining confi dent on the outlook for LMP® tech-
nology but wishing to maintain a reasonable pace of development and to con-
tinue investing for the long term, will offer those shareholders who wish to
relinquish their equity an early opportunity to sell their Blue Solutions stock at
17 euros per share. To this end, a draft tender off er will be submitted to the AMF
before the end of the fi rst half of 2017, once the aforementioned negotiations
are complete and an independent expert appointed to assess the fairness of the
off ering. Bolloré has already stated that it does not intend to apply a mandatory
exit at the end of this bid.
Shareholders who decide not to accept the tender off er but to remain invested in
Blue Solutions will be given a second exit window aft er the publication of the
2019 fi nancial statements. Under these terms, if the average market price of Blue
Solutions stock during a benchmark period turns out to be less than 17 euros,
Bolloré will make a new tender off er on the same pricing terms as the fi rst. This
undertaking will be described in the prospectus of the fi rst tender off er.
The objectives of these two operations 3.5 years aft er the IPO of 11% of its equity
are to:
– give shareholders who so desire a chance to sell their shares,
– allow shareholders who wish to stay with Blue Solutions in its investments to
have a subsequent exit guaranteed while receiving any appreciation in the
share value in the future.
Legal risksBlue Solutions depends to a large extent on its intellectual property rights and
know-how and their protection. However, Blue Solutions has had an active policy
of protecting its intellectual property rights and know-how in place for many
years.
In addition, Blue Solutions may be exposed to the following legal risks:
• being held liable in respect of product defects inherent in the development,
manufacturing, marketing and sale of said products;
• non-compliance with restrictive regulations and standards concerning the
environment, health and safety;
• all risks inherent in the international development of Blue Solutions (fi scal,
monetary, regulatory, political, economic, etc.).
Blue Solutions, supported by the Bolloré Group Legal Department, makes every
possible eff ort to limit these risks.
Financial risks
Credit and/or counterparty riskAs the major part of its turnover is generated with Blue Applications, Blue
Solutions considers that it is not exposed to this risk.
Currency riskAlthough its risk in this area is small, Blue Solutions uses the foreign exchange
management system centralized at the Bolloré Group level.
Liquidity riskSince Blue Solutions receives fi nancing under a cash management agreement
with Bolloré SA, the Blue Solutions Board of Directors voted on March 23, 2017 to
undertake negotiations with the Board of Directors of Bolloré to write a new
contract for Bolloré’s financing of Blue Solutions, replacing the arrangement
ended in June 2016. Blue Solutions considers that Bolloré Group has suffi cient
liquidity to ensure fi nancing for the coming years.
Interest rate riskThe Blue Solutions debt is wholly at a variable rate, nevertheless the impact of a
change in the interest rate would only have a limited impact on interest expense.
In addition, the procedures for hedging interest rate risks are decided by the
Bolloré Group Executive management.
Raw materials riskThe main raw materials are lithium salts, lithium, lithium iron phosphate and
polymers. Blue Solutions believes that, given the quantities available and price
movements, there is no raw materials risk and has not carried out any sensitivity
analysis, in view of the above position. Given the share represented by each raw
material and component in its operating expenses, Blue Solutions has not put in
place any measures for this risk or any hedging measures for said risk.
RISK MAPPING
As a subsidiary of Bolloré SA, Blue Solutions complies with the procedures put in
place by Bolloré SA. Evaluating and controlling the risks inherent in the activities
are among the Bolloré Group’s central concerns, but Blue Solutions nevertheless
directly manages the operational risks it faces. The existence of a soft ware sys-
tem allows active and regular monitoring of the risks aff ecting all Bolloré Group
functions. Identifi ed risks are the subject of a series of measures detailed in the
action plans drawn up by the various “owners” of risks who are appointed within
each Bolloré Group division, the objective being to control the exposure to these
risks and therefore to reduce them. The updating of consolidated risk mapping is
validated every quarter by the Bolloré Group Risk Committee.
OPERATION AND MONITORING OF THE INTERNAL CONTROL SYSTEM
THE MAIN PARTICIPANTS IN INTERNAL CONTROL AND THEIR TASKS
The arrangements for exercising internal control are implemented by:
The Board of Directors
The Board of Directors examines the company’s strategy and approaches, as
proposed by Executive management, ensures that they are implemented, sets
operational targets, adjusts resources and carries out monitoring and audits as it
deems appropriate. It also monitors the eff ectiveness of the internal audit and
risk management systems as determined and implemented by Executive man-
agement. If need be, the Board can use its own general powers to undertake such
actions and verifi cation work as it sees fi t. All offi cers receive all the information
needed to carry out their assignments and may request any documents they
consider useful.
The Executive management
Executive management is responsible for specifying, implementing and monitor-
ing suitable and eff ective internal control and risk management systems. In the
event of any defi ciency in the systems, it ensures that the necessary remedial
measures are taken.
The Monthly Results Committee
Blue Solutions submits a monthly report to Executive management and the
Bolloré Group’s Executive management and central departments detailing the
operational and fi nancial indicators for its business as well as an analysis of their
movement with reference to the targets approved by Executive management.
The Audit Committee
The committee’s role and remit are set out in the section
“Composition of the Board of Directors and conditions for the preparation and
organization of its work”.
The Risk Committee
Blue Solutions does not have its own Risk Committee. However, a regular and
in-depth review of the procedures for managing the risks inherent to Blue
Solutions is conducted by the Bolloré Group Risk Committee.
The Bolloré Group Internal Audit
Blue Solutions does not have an Internal Audit Department but is supported by
that of Bolloré Group.
176 BLUE SOLUTIONSAppendix
The Bolloré Group Internal Audit department work is based on an annual plan
put together with the help of the divisions and Executive management, founded
on an assessment of the risks aff ecting each subsidiary and a cyclical audit for
the whole Group. This program includes systematic reviews of the fi nancial and
operational risks, follow-up assignments and application of the recommenda-
tions made, as well as more targeted interventions depending on the needs
expressed by the divisions or Bolloré Group Executive management. As a fi rst
priority, it aims to cover the most sensitive risks and review the other major risks
in the medium term for all Bolloré Group entities. The auditors receive internal
training in the divisional business specialties so that they can better understand
the operational particularities of each one.
It is the audit department’s responsibility to assess the functioning of the inter-
nal control system and to make any recommendations for its improvement
within the scope of its responsibility. Audit reports are sent to the companies
audited, to the divisions to which they are attached, and to the Bolloré Group’s
Finance Department and Executive management.
THE STATUTORY AUDITORS
In accordance with their appointment to review and certify the fi nancial state-
ments, and in accordance with their professional standards, the Statutory
Auditors acquaint themselves with the accounting and internal control systems.
They accordingly carry out interim investigations assessing the operational
methods used in the various audit cycles that have been decided upon. They
guarantee the proper application of generally accepted accounting principles,
with the aim of producing accurate and precise information. They submit a half-
year summary of the conclusions of their work to the Finance Department, the
Group’s Executive management, and the Audit Committee.
The Group financial statements are certified jointly by Constantin Associés
(re-appointed by the Ordinary General Meeting of June 3, 2016), represented by
Jean Paul Séguret, and AEG Finances (appointed by the Ordinary General Meeting
of June 14, 2013), represented by Jean-François Baloteaud.
VI. CONTINUOUS STRENGTHENING OF INTERNAL
CONTROL AND RISK MANAGEMENT SYSTEMS
Blue Solutions has already implemented internal control procedures within the
framework of Bolloré Group, covering Bolloré SA and its consolidated subsidiar-
ies. As part of its approach to continued improvement, the Bolloré Group strives
to improve the organization of its internal control and risk management systems,
while maintaining reactive structures, both at holding company level and divi-
sional level. As a subsidiary of this Group, Blue Solutions is fully committed to
this approach.
Accordingly, several actions for strengthening the internal control system have
been initiated, conducted or continued.
ETHICAL MEASURES
All fi nalized ethical measures implemented in the Bolloré Group are also applied
in Blue Solutions.
The Code of Ethics drawn up in 2000 has been reviewed in order to take into
account new legal provisions and the Bolloré Group’s commitments. This Code is
distributed to all staff by the Bolloré Group Human Resources Department.
The Ethics Committee met twice during the year; it validated all the ethical codes
and systems implemented within the entities. No failings have been reported
using the notifi cation.
Detailed information on all our ethics and compliance practices is widely com-
municated to clients and prospective clients upon request.
INSIDER LIST
Blue Solutions regularly updates the list of people with access to inside informa-
tion, which, if made public, would be liable to have a signifi cant eff ect on the
price of the Group’s fi nancial instruments.
These individuals (employees, directors or third parties in a close professional
relationship with the company) have all been notified of the ban on using or
disclosing such price-sensitive information with a view to any purchase or sale of
these instruments.
The appendix to the Bolloré Group’s Code of Ethics, which defi nes the periods
during which employees must refrain from conducting transactions involving
listed shares of Group companies, has been amended to take into account AMF
recommendation no. 2010-07 of November 3, 2010, relating to the prevention of
breaches by insiders for which senior managers of listed companies may be held
liable.
Following the July 3, 2016 eff ective date of European Regulation no. 596/2014 on
market abuses (known as the MAR Regulation) and the publication on
October 26, 2016 of the AMF Guide on Continual Disclosures and the
Management of Privileged Information, new specific procedures have been
implemented.
ADMINISTRATIVE AND FINANCIAL PROCEDURES MANUAL
The main fi nancial procedures, but also the main administrative and legal proce-
dures, have been compiled in an intranet manual so as to enable the standards
identifi ed by the Bolloré Group to be disseminated and managed.
RISK MAPPING
Monitoring action plans and risk updating using a soft ware package continued at
Bolloré Group level in 2016.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Decree no. 2012-557 of April 24, 2012, on
the obligations of social and environmental transparency related to application
of law no. 2010-788 of July 12, 2010 (known as the Grenelle II law) and the AMF
recommendations on information to be published by companies concerning
social and environmental responsibility, Blue Solutions revised its reporting pro-
tocol and drew up a table of signifi cant indicators regarding its activities.
The principles on which this protocol is based are in line with, in particular, the
Global Reporting Initiative (GRI), IFRS guidelines and ISO 26000. This protocol is
distributed to and applied in its subsidiary, Blue Solutions Canada, which collects
its non-fi nancial data and transmits it to Blue Solutions. This must be reviewed
every year and the conditions for the collection and verifi cation of data must be
defi ned.
The entities examined correspond to those included in the fi nancial scope.
The annual questionnaires relating to the CSR strategy have been defi ned, com-
pleted and broadly distributed to local teams to maximize feedback on initiatives
conducted internationally.
This registration document presents the Group’s strategic drivers and Blue
Solutions’ major social, environmental and societal commitments. This year, the
broader issues of CSR commitments and initiatives in relation to Electricity stor-
age and solutions are presented in the CSR report. The two documents will
cross-reference one another.
Following the initial audit conducted in 2014 by the Statutory Auditors on
non-fi nancial information, the Group’s set of indicators and some defi nitions
were made more specifi c. Indicators were deployed internationally.
The Statutory Auditors verifi ed that the areas for improvement defi ned in 2014
had been taken into consideration for the collection of data in 2015 and 2016.
As in the previous year, they provided a certificate of the presence of the
42 indicators required by the Grenelle II law and in the Group reporting issued a
reasoned opinion on the transparency of the information that they specifi cally
audited.
March 23, 2017
The Chairman
Vincent Bolloré
177REGISTRATION DOCUMENT 2016 Appendix
Statutory Auditors’ report
Statutory Auditors’ report , prepared in accordance with article L. 225-235 of the French company law (Code de commerce) on the report prepared by the Chairman of the Board of Directors of the company
For the year ended December 31, 2016
This is a free translation into English of the Statutory Auditors’ report issued in
French prepared in accordance with article L. 225-235 of French company law
(Code de commerce) on the report prepared by the Chairman of the Board of
Directors on the internal control and risk management procedures relating to the
preparation and processing of accounting and financial information issued in
French and is provided solely for the convenience of English-speaking users. This
report should be read in conjunction and construed in accordance with French law
and the relevant professional standards applicable in France.
To the Shareholders,
In our capacity as Statutory Auditors of Blue Solutions and in accordance with
article L. 225-235 of the French company law (Code de commerce), we hereby
report on the report prepared by the Chairman of your company in accordance
with article L. 225-37 of the French company law (Code de commerce) for the year
ended December 31, 2016.
It is the Chairman’s responsibility to prepare, and submit to the Board of
Directors for approval, a report on the internal control and risk management
procedures implemented by the company and containing the other disclosures
required by article L. 225-37 of the French company law (Code de commerce),
particularly in terms of corporate governance.
It is our responsibility:
• to report to you on the information contained in the Chairman’s report in
respect of the internal control and risk management procedures relating to the
preparation and processing of the accounting and fi nancial information;
• to attest that this report contains the other disclosures required by article
L. 225-37 of French company law (Code de commerce), it being specifi ed that
we are not responsible for verifying the fairness of these disclosures.
We conducted our work in accordance with professional standards applicable in
France.
INFORMATION CONCERNING THE INTERNAL CONTROL
AND RISK MANAGEMENT PROCEDURES RELATING
TO THE PREPARATION AND PROCESSING OF FINANCIAL
AND ACCOUNTING INFORMATION
The professional standards require that we perform the necessary procedures to
assess the fairness of the information provided in the Chairman’s report in
respect of the internal control and risk management procedures relating to the
preparation and processing of the accounting and fi nancial information. These
procedures consisted mainly in:
• obtaining an understanding of the internal control and risk management pro-
cedures relating to the preparation and processing of the accounting and
fi nancial information on which the information presented in the Chairman’s
report is based and the existing documentation;
• obtaining an understanding of the work involved in the preparation of this
information and the existing documentation;
• determining if any signifi cant weaknesses in the internal control procedures
relating to the preparation and processing of the accounting and financial
information that we would have noted in the course of our engagement are
properly disclosed in the Chairman’s report.
On the basis of our work, we have nothing to report on the information in respect
of the company’s internal control and risk management procedures relating to
the preparation and processing of accounting and fi nancial information con-
tained in the report prepared by the Chairman of the Board in accordance with
article L. 225-37 of French company law (Code de commerce).
OTHER INFORMATION
We hereby attest that the Chairman’s report includes the other disclosures
required by article L. 225-37 of French company law (Code de commerce).
Neuilly-sur-Seine, on April 26, 2017
The Statutory Auditors
French original signed by
AEG Finances Constantin Associés
Member of Member of
Grant Thornton International Deloitte Touche Tohmatsu Limited
Jean-François Baloteaud Jean Paul Séguret
178 BLUE SOLUTIONS
Statutory Auditors’ special report
Statutory Auditors’ special report on regulated agreements and commitments
Shareholders’ Meeting held to approve the fi nancial statements for the year ending December 31, 2016
This is a free translation into English of the Statutory Auditors’ special report on
regulated agreements and commitments issued in French and is provided solely for
the convenience of English-speaking readers. This report should be read in conjunc-
tion with, and construed in accordance with, French law and professional auditing
standards applicable in France. It should be understood that the agreements and
commitments reported on are only those provided by the French company law
(Code de commerce) and that the report does not apply to related party agree-
ments described in IAS 24 or other equivalent accounting standards.
To the Shareholders,
In our capacity as Statutory Auditors of your company, we hereby report to you
on regulated agreements and commitments.
The terms of our engagement require us to communicate to you, based on
information provided to us, the principal terms and conditions of those agree-
ments and commitments brought to our attention or which we may have discov-
ered during the course of our audit, without expressing an opinion on their
usefulness and appropriateness or identifying such other agreements and com-
mitments, if any. It is your responsibility, pursuant to article R. 225-31 of the
French company law (Code de commerce), to assess the interest involved in
respect of the conclusion of these agreements and commitments for the pur-
pose of approving them.
Our role is also to provide you with the information stipulated in article R. 225-31
of the French company law (Code de commerce) relating to the implementation
during the past year of agreements and commitments previously approved by
the Shareholders’ Meeting, if any.
We conducted the procedures we deemed necessary in accordance with the
professional guidelines of the French National Institute of Statutory Auditors
(Compagnie nationale des commissaires aux comptes) relating to this engage-
ment. These procedures consisted in agreeing the information provided to us
with the relevant source documents.
AGREEMENTS AND COMMITMENTS SUBMITTED
FOR APPROVAL BY THE SHAREHOLDERS’ MEETING
AGREEMENTS AND COMMITMENTS AUTHORIZED DURING THE YEAR
We hereby inform you that we have not been advised of any agreement or com-
mitment authorized during the year to be submitted to the approval of the
Shareholders’ Meeting pursuant to article L. 225-28 of the French company law
(Code de commerce).
AGREEMENTS AND COMMITMENTS PREVIOUSLY
APPROVED BY THE SHAREHOLDERS’ MEETING
AGREEMENTS AND COMMITMENTS APPROVED IN PREVIOUS FINANCIAL YEARS OF WHICH IMPLEMENTATION CONTINUED DURING THE PREVIOUS FINANCIAL YEAR
Pursuant to article R. 225-30 of the French company law (Code de commerce), we
were informed that implementation of the following agreements and commit-
ments, approved by the Shareholders’ Meeting during previous fi nancial years
continued during the previous fi nancial year.
With the company BolloréDirector concerned:
Vincent Bolloré.
Agreement dated June 1, 2006 for leasing premises located at Odet with the company Bolloré
Nature and purpose
On June 1, 2006, the company concluded an agreement according to which the
company Bolloré leased its premises located in Odet – Ergué-Gabéric, necessary
for installation of a supercapacity pilot unit, for use in part as offi ces and in part
for industrial purposes.
Conditions
The lease was concluded for a term of three, six, nine years from January 1, 2006.
The leasing costs for the 2016 financial year were 44,807.47 euros ex-tax but
inclusive of charges.
Agreement for rebilling construction and maintenance costs for an electric transformer substation
Nature and purpose
The electric transformer substation, the subject of the works contract transferred
to Bolloré in the 2013 fi nancial year, was intended to supply both Bolloré and
Blue Solutions facilities.
Consequently, the Board of Directors’ Meeting of April 16, 2013 authorized con-
clusion of an agreement according to which the following will be rebilled by
Bolloré to Blue Solutions the construction costs for the transformer substation
and dismantling the old substation as well as the maintenance costs rebilled “at
cost”.
Conditions
In respect of the 2016 financial year, the rebilling of the company Bolloré
amounts to 79,683.33 euros ex-tax.
Agreement for waiver of debt with clause of return to profi ts
Nature and purpose
The Board of Directors’ Meeting of April 29, 2009 authorized the agreement for
waiver of debt with provision of return to profi ts that had been granted by the
company Bolloré and pursuant to which the latter was to waive the current
account of 37,475,897 euros that it held in its books against its subsidiary, but
subject to reimbursement thereof in case of the return to profi tability.
The conditions for triggering the clause of return to profits were met as of
December 31, 2016.
Conditions
Blue Solutions reimbursed an amount of 282,102.04 euros in the 2016 fi nancial
year.
Neuilly-sur-Seine, on April 26, 2017
The Statutory Auditors
French original signed by
AEG Finances Constantin Associés
Member of Member of
Grant Thornton International Deloitte Touche Tohmatsu Limited
Jean-François Baloteaud Jean Paul Séguret
179REGISTRATION DOCUMENT 2016
Agenda of the Ordinary General Meeting of June 1, 2017• Management repo rt of the Board of Directors – Report of the Chairman on
internal control – Reports of the Statutory Auditors – Presentation and
approval of the consolidated financial statements of the Group as at
December 31, 2016 and reading of the report of the Statutory Auditors on the
consolidated fi nancial statements.
• Approval of the report of the Board of Directors and the fi nancial statements
for the year ended December 31, 2016 and reading of the report of the
Statutory Auditors on the fi nancial statements; discharge of directors.
• Allocation of earnings.
• Approval of regulated agreements and commitments.
• Renewal of the term of offi ce of a director.
• Setting the amount of directors’ fees.
• Opinion on the elements of compensation due or granted to Vincent Bolloré,
Chairman of the Board of Directors, in respect of the 2016 fi scal year.
• Opinion on the elements of compensation due or granted to Gilles Alix, Chief
Executive Offi cer, in respect of the 2016 fi scal year.
• Powers to be given.
Presentation of the resolutions put to the Ordinary General MeetingAPPROVAL OF THE FINANCIAL STATEMENTS AND ALLOCATION OF EARNINGS
The purpose of the fi rst resolution is to approve the Blue Solutions fi nancial
statements for the 2016 fi scal year showing a profi t of 7,897,163.40 euros, as well
as the non-tax deductible expenses and charges for determining the amount of
corporation tax which total 9,719 euros.
The second resolution asks you to approve the 2016 consolidated financial
statements showing consolidated net Group share of –80 thousand euros.
The purpose of the third resolution is to propose to proceed with appropriation
of the income for the 2016 fi scal year to the “Amount carried forward” account.
APPROVAL OF REGULATED AGREEMENTS AND COMMITMENTS
The purpose of the fourth resolution is to ask you to note, aft er examining the
special report of the Statutory Auditors on regulated agreements and commit-
ments, that no new agreements were entered into in 2016.
RENEWAL OF THE TERM OF OFFICE OF A DIRECTOR
The purpose of the fi ft h resolution is to ask you to reappoint Sébastien Bolloré
as director for the three-year period set by the articles of association, i.e. until the
General Meeting called to approve the fi nancial statements for the year ending
December 31, 2019.
SETTING THE AMOUNT OF DIRECTORS’ FEES
By voting on the sixth resolution, you are being asked to set the maximum
overall amount of directors’ fees that the Board of Directors can allocate to its
members, at 120,000 euros per fi scal year.
OPINION ON THE COMPENSATION DUE OR GIVEN TO EACH EXECUTIVE COMPANY OFFICER BY ALL GROUP COMPANIES IN RESPECT OF 2016
In accordance with the recommendations of the November 2016 revision of the
Afep-Medef Code (paragraph 26) followed by the company, the Board must dis-
close the compensation paid to executive company officers to the Ordinary
General Meeting. The compensation due or given in respect of the previous year
to each executive company officer is subject to an advisory vote by the
shareholders.
By voting on the seventh and eighth resolutions, you are asked to issue an
opinion on the elements of compensation due or given to each executive com-
pany offi cer by all Group companies in respect of the fi scal year 2016.
The summary table of these items of compensation appears in point 15 of this
registration document.
180 BLUE SOLUTIONSAppendix
For Vincent Bolloré, Chairman of the Board of Directors, compensation due or given in respect of 2016,
submitted to the shareholders
(in euros) Amount Comment
Fixed compensation 1,499,000 (1)
Other compensation 950,000 (2)
Annual variable compensation Not applicable (3)
Deferred variable compensation Not applicable (3)
Multi-year variable compensation Not applicable (3)
Extraordinary compensation Not applicable (3)
Stock options, performance shares or any other elements of long-term compensation 950,400 (4)
Directors’ fees 54,610
Benefi ts of any kind 6,528
Severance pay Not applicable (3)
Non-competition indemnity Not applicable (3)
Supplementary retirement scheme Not applicable (3)
(1) Compensation paid by Bolloré Participations, which, under an agreement for Chairman services, invoiced Bolloré a sum corresponding to 75% of the total cost (including contributions),
of the compensation received by Vincent Bolloré. The fi xed compensation of Vincent Bolloré has not changed since 2013.
(2) In 2016, Vincent Bolloré received compensation from Financière du Champ de Mars, Nord-Sumatra Investissements and Plantations des Terres Rouges, non-French companies controlled
by Bolloré, in the form of bonuses. The bonuses represent a percentage of the profi ts allocated as compensation to the directors.
(3) There is no provision in the current scheme for the allocation of such elements of compensation.
(4) Equals 320,000 performance shares granted to Vincent Bolloré by the Board of Directors on September 1, 2016 as authorized by the Extraordinary General Meeting of June 3, 2016.
For Gilles Alix, Chief Executive Officer, compensation due or given in respect of 2016, submitted to the shareholders
(in euros) Amount Comment
Fixed compensation 1,501,300 (1)
Other compensation Not applicable (3)
Annual variable compensation 97,000 (2)
Deferred variable compensation Not applicable (3)
Multi-year variable compensation Not applicable (3)
Extraordinary compensation Not applicable (3)
Stock options, performance shares or any other elements of long-term compensation 950,400 (4)
Directors’ fees 3,544
Benefi ts of any kind 5,475
Severance pay Not applicable (3)
Non-competition indemnity Not applicable (3)
Supplementary retirement scheme Not applicable (3)
(1) Gilles Alix received fi xed compensation as an employee of Bolloré.
(2) In 2016, Gilles Alix, the Group’s Chief Executive Offi cer, received variable compensation of 97,000 euros from Bolloré. This was based 70% on the operating income of the Group and 30%
on external growth transactions. The specifi c level of achievement of this criterion is not made public for reasons of confi dentiality.
(3) There is no provision in the current scheme for the allocation of such elements of compensation.
(4) Equals 320,000 performance shares granted to Gilles Alix by the Board of Directors on September 1, 2016 as authorized by the Extraordinary General Meeting of June 3, 2016.
POWERS TO BE GIVEN
The ninth resolution concerns the granting of powers necessary to carry out the required administrative and legal formalities.
181REGISTRATION DOCUMENT 2016 Appendix
Resolutions presented to the Ordinary General Meeting of June 1, 2017FIRST RESOLUTION(Approval of the fi nancial statements for the 2016 fi scal year)
The General Meeting, having noted the management report of the Board of
Directors and the Chairman’s report on internal control, both of which it approves
in their entirety, and the Statutory Auditors’ report on the fi nancial statements,
approves the fi nancial statements for the fi scal year ended December 31, 2016,
as presented to it, as well as the transactions recorded in these fi nancial state-
ments and summarized in these reports.
In particular, it approves the expenditure covered by article 223 quater of the
French General Tax Code (Code général des impôts) and not deductible for deter-
mining the amount of corporation tax under article 39-4 of the French General
Tax Code, which totals 9,719 euros.
It consequently discharges all directors from their duties for the year ended
December 31, 2016.
SECOND RESOLUTION(Approval of the consolidated fi nancial statements for the 2016 fi scal year)
The General Meeting, having noted the presentation made to it on the consoli-
dated fi nancial statements at December 31, 2016, and the Statutory Auditors’
report, showing consolidated turnover of 109,337,000 euros and consolidated
net profi ts, Group share, of 80,000 euros, approves the consolidated fi nancial
statements for the fi scal year ended December 31, 2016, as presented.
The General Meeting notes the content of the Group’s management report, as
included in the management report of the Board of Directors.
THIRD RESOLUTION(Allocation of earnings)
The General Meeting approves the proposal made by the Board of Directors and
resolves to allocate the income for the 2016 fiscal year, amounting to
7,897,163.40 euros, as follows:
(in euros)
Net income for the period 7,897,163.40
Previous amount carried forward 32,600,472.79
Legal reserve 394,858.17
Distributable profi t 40,102,778.02
To the account “Amount carried forward” 40,102,778.02
In accordance with the law, the General Meeting notes that no dividends were
distributed during the three previous fi scal years.
FOURTH RESOLUTION(Approval of regulated agreements and commitments)
The General Meeting, aft er examining the special report by the Statutory Auditors
on the agreements and commitments mentioned in article L. 225-38 of the
French company law (Code de commerce), and ruling on this report, notes that no
new agreement was entered into in the year ended as well as the conditions of
execution of previously authorized agreements.
FIFTH RESOLUTION(Renewal of the term of offi ce of a director)
The General Meeting, noting that the term of offi ce of Sébastien Bolloré on the
Board of Directors is due to expire at the end of the present Meeting, resolves to
renew this appointment for a period of three years, until the end of the Ordinary
General Meeting called to approve the fi nancial statements for the year ending
December 31, 2019.
SIXTH RESOLUTION(Setting the amount of directors’ fees)
The General Meeting resolves to set at one hundred and twenty thousand
(120,000) euros, the maximum total of directors’ fees that the Board can allocate
to its members for the current fi scal year and for each subsequent fi scal year
until any further resolution of the General Meeting.
SEVENTH RESOLUTION(Opinion on the elements of compensation due or granted to Vincent
Bolloré, Chairman of the Board of Directors, in respect of the 2016 fi scal
year)
The General Meeting, consulted pursuant to the recommendation of para-
graph 26 of the Afep-Medef Corporate Governance Code of November 2016, to
which the company refers, and ruling under the quorum and majority conditions
required for Ordinary General Meetings, off ers a favorable opinion on the ele-
ments of compensation due or granted to Vincent Bolloré for the year ended
December 31, 2016, as presented in the registration document.
EIGHTH RESOLUTION(Opinion on the elements of compensation due or granted to Gilles Alix,
Chief Executive Offi cer, in respect of the 2016 fi scal year)
The General Meeting, consulted pursuant to the recommendation of para-
graph 26 of the Afep-Medef Corporate Governance Code of November 2016,
which constitutes the company’s official code, ruling under the quorum and
majority conditions required for Ordinary General Meetings, off ers a favorable
opinion on the elements of compensation due or granted to Gilles Alix for the
year ended December 31, 2016, as presented in the registration document.
NINTH RESOLUTION(Powers for formalities)
The General Meeting assigns full powers to the persons bearing copies or extracts
of these minutes for the completion of all legal formalities.
182 BLUE SOLUTIONSAppendix
Ordinary General Meeting of June 1, 2017
French limited company (société anonyme) with share capital of 144,191,580 euros
Registered Offi ce: Odet – 29500 Ergué-Gabéric
Administrative headquarters:
31-32, quai de Dion-Bouton
92811 Puteaux Cedex – France
Tel.: +33 (0)1 46 96 44 33/Fax: +33 (0)1 46 96 44 22
www.blue-solutions.com
421 090 051 RCS Quimper
AMF
This registration document was filed with the Autorité des marchés financiers
(AMF) on April 27, 2017, in accordance with article 212-13 of the AMF general
regulations. It may be used to support fi nancial transactions if accompanied by a
securities note approved by the AMF.
This document was prepared by the issuer and its signatories are liable for its
content.
Historical fi nancial information:
(i) the consolidated fi nancial statements and accompanying Statutory Auditors’
report on pages 91 to 121 of the registration document for the fi scal year
ended December 31, 2015, filed with the AMF on May 23, 2016, under
no. R. 16-047;
(ii) the consolidated fi nancial statements and accompanying Statutory Auditors’
report on pages 97 to 127 of the registration document for the fi scal year
ended December 31, 2014, filed with the AMF on May 27, 2015, under
no. R. 15-045 are included by reference in this registration document for the
year ended December 31, 2016.
183REGISTRATION DOCUMENT 2016
184 BLUE SOLUTIONS
PHOTO CREDITSPhoto libraries: Bolloré, Blue Solutions, Citroën, IER.Photographers: Guy Bell, Isabelle Guégan, J.-B. Maurel, Pascal Anziani,Paul Cooper (portrait of the Chairman).
DESIGN AND PUBLICATION
The registration document is printed on Novatech Satin (FSC), Imagine Silk (PEFC) and Off set Tauro (PEFC) papers.
Tour Bolloré31-32, quai de Dion-Bouton
92811 Puteaux Cedex – FranceTel.: +33 (0)1 46 96 44 33Fax: +33 (0)1 46 96 44 22
www.blue-solutions.com