rEfErEncE DocumEnt2006-2007

Texte intégral

(1)WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. rEfErence Document 2006-2007 31, rue des Peupliers F-92100 Boulogne-Billancourt Tel: +33 (0)1 58 17 00 70 Fax: +33 (0)1 58 17 00 99 www.a-novo.com. rEfErence Document 2006-2007.

(2) CONTENTS. 3. Corporate governance. 1.1 Highlights. 4. 1.2 Key figures. 6. 1.3 Geographic deployment. 7. 1.4 Business lines and strategy. 8. 1.5 Management of risks and insurance. 9. 4.1 Report by the Chairman concerning the conditions governing the preparation and organization of the Board’s work and the internal audit procedures established by the company (Article L.225-37 of the French Commercial Code). 76 90. 1.6 Organization of the Group. 13. 4.2 Statutory auditors’ report on internal audit procedures. 1.7 Shareholder information. 14. 4.3 Company Directors’ interests. 91. 1.8 Bonds. 14. 4.4 Employee profit-sharing and incentive scheme. 93. 1.9 Dividends. 14. 4.5 Special statutory auditors’ report on regulated agreements and commitments. 94. Activity and results. 2. 3. 4. 75. 15. 2.1 Activities and financial statements of the Group. 16. 2.2 Situation and activity of the parent company. 20. 2.3 Results in the last five years. 21. 2.4 Subsidiaries and participating interests. 22. Consolidated financial statements. 27. 3.1 Statutory auditors’ report on the consolidated financial statements. 28. 3.2 Consolidated income statement. 30. 3.3 Consolidated balance sheet. 31. 3.4 Consolidated cash flow statement. 32. 3.5 Change in consolidated shareholders’ equity. 33. 3.6 Notes to the consolidated financial statements. 34. Information concerning the Company and its capital. 5. 5.1 General information concerning the Company. 98. 5.2 General information concerning the capital. 100. 5.3 Share capital variation. 102. 5.4 Breakdown of shareholding structure over the last 3 fiscal years. 103. 5.5 Items likely to impact in the event of a takeover bid. 104. 5.6 Share pledges, guarantees, sureties. 106. Additional information to the document de référence. 6. 97. 107 Design, creation and production:. 6.1 Person responsible for the Document de Référence. 108. 6.2 Statutory audits of the accounts. 108. 6.3 Person responsible for financial information. 110. 6.4 Documents on display. 110. 6.5 Bridge table. 111. Cover:. This document is environmentally friendly, and has been fabricated to optimally utilize the required amount of paper and ink. Vegetable-based inks were used, and the paper is from sustainably-managed forests certified as FSC/PEFC. The printer, which recycles and reprocesses all of the printing waste, is Imprim’Vert certified. This document is recyclable. After use, please dispose of it in local recycling container.. ANOV001_DRF07_VA_COUV_V°.indd 1. 13/02/08 11:09:35. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. 1. The A NOVO Group.

(3) REFERENCE DOCUMENT. The present Document de Référence was filed with the Autorité des Marchés Financiers (AMF) on January 11, 2008, in accordance with Article 212-13 of its general regulations. It may be used in connection with a financial transaction if supplemented by a note d’opération approved by the AMF.. ANOV001_DRF_VA_LIVRE.indb 1. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. 2006/2007. 14/02/08 12:35:30.

(4) ANOV001_DRF_VA_LIVRE.indb 2. REFERENCE DOCUMENT 2006/2007. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. 2. 14/02/08 12:35:30.

(5) + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +++ + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +++ + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. 1. The A NOVO Group 1.1. Highlights ...................................................................................................................................... 4 “What has happened in 2007”. 4. 1.2. Key figures ................................................................................................................................... 6. 1.3. Geographic deployment .................................................................................................. 7. 1.4. Business lines and strategy .......................................................................................... 8. 1.5. Business lines. 8. Strategy. 8. Management of risks and insurance ..................................................................... 9 1.5.1 Analysis of risks. 9. 1.5.1.1 Risks relating to activity 1.5.1.2 Policy concerning insurance. 9 11. 1.6. Organization of the Group. .......................................................................................... 13. 1.7. Shareholder information ............................................................................................... 14. 1.8. Bonds. ........................................................................................................................................... 14. Evolution of bond prices. 1.9. 14. Dividends ................................................................................................................................... 14 REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 3. 3. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. + + + + + + + + + + + + + + + + + + + + + + + +. 14/02/08 12:35:31.

(6) 1. The A NOVO Group 1.1 Highlights. R 1.1 Highlights “What has happened in 2007”. January. May Ma. Three leading players in Multimedia technologies entrust their after-sales service to A NOVO. Jean-Jacques Damlamian is appointed as a Director of A NOVO. IBM Global Services, Asustek and Scientific Atlanta Europe NV choose A NOVO to optimize the reverse logistics and repair chain for their products across the whole of Europe. These contracts involve many of A NOVO’s Centers of Excellence.. An independent consultant and special adviser to the Chairman of France Télécom, Jean-Jacques Damlamian joins the Board of Directors of A NOVO. During his career he has occupied a number of management posts at France Télécom. This appointment strengthens the Board’s forward planning capabilities in technological convergence and enables it to prepare the Group’s future offerings more effectively.. February François Lefebvre becomes Financial Director of the Group A member of the Executive Committee, he brings to A NOVO 20 years of experience in finance, first as an auditor at PCW and then as a financial controller in the Valéo Group and, in the last four years, Financial Director of SFR.. June Launch of the Group’s Intranet Known as Manitoo, the Intranet site enables all A NOVO employees to obtain information and to exchange and share their experiences. It will help in the deployment of best practices in the Group.. March. A NOVO acquires the on-site service business of Multimédia Market, giving it a network of 100 technicians, covering in particular HP, Fujitsu Siemens, Canal+ and Sony in France. This new offering enables A NOVO to provide on-site support on D + 1.. 4. ANOV001_DRF_VA_LIVRE.indb 4. REFERENCE DOCUMENT 2006/2007. September A NOVO signs four significant contracts with ASUS, CPT, NINTENDO AND VIAMICHELIN Most of these contracts are deployed on a pan-European scale and relate to new fast-expanding products: GPS, flat screens, video and PC games.. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. A NOVO accelerates the deployment of its on-site offers in France. 14/02/08 12:35:31.

(7) 1. The A NOVO Group 1.1 Highlights. October. services which enable the end consumer to take advantage of digital technologies.. Opening of the new site at Wroclaw (Poland). December A NOVO celebrates Automobile Club. November Novemb er A NOVO develops its visual identity “ANOVO, keep your digital world smiling” becomes the Group’s new signature. It reflects its aim of deploying all. its. 20th anniversary. the. A NOVO welcomes more than 200 French and foreign clients to its 20th birthday celebration. An occasion to look back at the unique progress of the Group, which is now the pan-European leader in after-sales service for digital technologies.. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 5. at. 5. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. With an area of 6,200 m2, this new site located close to the German border is intended to receive multimedia products from German operators and retailers.. 14/02/08 12:35:31.

(8) 1. The A NOVO Group 1.2 Key figures. R 1.2 Key figures REVENUE. CURRENT OPERATING MARGIN. OPERATING INCOME. (in millions of euros). (in millions of euros). (in millions of euros). 316.9. 11.2. 283.2. 281.4. 6.7. 10.7 6.7. 6.7. 04/05. 05/06. 4.1. 04/05. 05/06. 06/07. NET INCOME – GROUP SHARE. 04/05. 05/06. 06/07. CASH FLOW GENERATED BY OPERATING ACTIVITIES. (in millions of euros). (in millions of euros). 06/07. NET DEBT (in millions of euros). 72.4. 73.3. 69.7. 17.3. 3.7 0.5 04/05. 05/06. 1.6 -3.1 06/07. SHAREHOLDERS’ EQUITY (in millions of euros). 60.8. 61.7. 04/05. 3.6 05/06. 06/07. 04/05. 05/06. 06/07. RATIO: NET DEBT / SHAREHOLDERS’ EQUITY. 04/05. 05/06. 06/07. 1.4. 1.2. 1.1. 04/05. 05/06. 06/07. BREAKDOWN OF REVENUES BY BUSINESS AREA. 09/2007. 09/2006. Mobility. 158.1. 142.5. Access. 115.3. 103.0. Displays. 43.5. 35.2. 316.9. 280.7. (in millions of euros). Total Core businesses Mediacall. 2.5. TOTAL. 6. ANOV001_DRF_VA_LIVRE.indb 6. 316.9. REFERENCE DOCUMENT 2006/2007. 283.2. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. 50.6. 14/02/08 12:35:31.

(9) 1. The A NOVO Group 1.3 Geographic deployment. BREAKDOWN OF REVENUES BY GEOGRAPHIC REGION (in millions of euros). UK. 09/2007. 09/2006. 106.0. 89.1. France. 92.0. 87.9. Italy. 26.2. 22.5. Spain. 25.3. 18.0. Nordic countries. 42.7. 32.8. Americas. 24.6. 33.0. 316.9. 283.2. 09/2007. 09/2006 restated. TOTAL. CONSOLIDATED DATA (in millions of euros). Tangible investments* Net fixed assets of which goodwill Net financial debts of which restructured debts Cash flows generated by operating activities and investments in continued operations Working capital requirement TOTAL ASSETS Dividend per share. 9.4 104.2. 64.0. 64.6. 69.7. 73.3. 50.9. 59.7. 9.8. 5.1. 20.9. 27.7. 232.4. 233.8. 0.0. 0.0. Cf. note 4.2 Tangible fixed assets.. R 1.3 Geographic deployment A NOVO is an international company established in 13 countries. A list of subsidiaries can be found on pages 22 to 25.. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 7. 7. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. *. 7.2 105.2. 14/02/08 12:35:31.

(10) 1. The A NOVO Group 1.4 Business lines and strategy. R 1.4 Business lines and strategy Business lines A pan-European leader at the heart of the digital product return flows In the burgeoning digital world, A NOVO has become the benchmark in reverse logistics in Europe for the major global players in digital technologies: manufacturers, operators, retailers, etc. Its employees are active in all stages in the life of a product, with a portfolio of integrated services centered on the needs of the end consumer.. Drawing on the strengths of its 20 multiservice Centers of Excellence and proprietary information and traceability systems, A NOVO deploys its reverse logistics expertise across the whole of Europe, and on the American continent.. Strategy. Multitechnologies. A NOVO operates in all telecommunication and multimedia technologies. This multiple competence gives it a technical expertise that is highly sought after by numerous manufacturers and operators in a context of converging digital technologies, the deployment of Triple Play offerings and mobility. Multisite. A NOVO is established in 13 countries, including 10 in Europe, and provides a consistent service adapted to the standards and customs of each country through 20 dedicated Centers of Excellence.. 8. ANOV001_DRF_VA_LIVRE.indb 8. REFERENCE DOCUMENT 2006/2007. Multiservices. A NOVO operates in all stages in the life of a digital product, from approval through to recycling, via customization, on-site support, sorting and testing, repairs, etc. Multiclient. A NOVO’s clients include electronic component subcontractors, manufacturers and operators, as well as retailers and insurers.. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. The strategy of the four “Multis” that makes A NOVO unique. 14/02/08 12:35:32.

(11) The A NOVO Group 1.5 Management of risks and insurance. 1. R 1.5 Management of risks and insurance 1.5.1 Analysis of risks In the context of the introduction of the Financial Security Act (Loi de sécurité financière), a continuous program of risk analysis has been established, both in the subsidiaries and in the parent company. The aim of this program is to identify, control and prevent the major risks in the Group. The necessary corrective actions are taken where applicable. The management is sensitive to the need to detect these risks and applies this risk assessment in the conduct of the Group’s activities. The list below, which is neither exhaustive nor restrictive, describes some of the risks detected.. In order to maintain this technological advantage and its lead in product testing tools, the A NOVO Group carries out technological monitoring in order to anticipate market changes. The risk of the appearance of a “disposable” product with absolutely no maintenance requirement seems very distant, having regard to the current price of the equipment and its increasing sophistication. Whatever happens, therefore, it could only be a low-end product. Moreover, the European Directives on Waste Electrical and Electronic Equipment (WEEE) are aimed at increasing the value of such equipment both by recycling and repairs.. Risks associated with competitors. Risks relating to activity. The risks relating to the company’s transactions with its environment include those associated with technological developments, competition and retailers’ decisions on whether or not to select A NOVO, the client portfolio, any dependence which A NOVO may have on a supplier and finally the industrial risks.. Risks associated with technological developments The technological risks are low for A NOVO. Product developments are rather a competitive advantage for the Group, whose businesses are focused equally on sound and image technologies and on access and data exchange technologies. The Group has full expertise in leading-edge techniques such as digital technologies and, moreover, has personnel with the necessary skills to manage the technological convergence following developments of multimedia products.. A NOVO faces several types of competition: • competition from its own clients, who often still carry out internally some of the services offered by the Group. These companies are currently tending to hive off some of their manufacturing and service workshops under outsourcing contracts. These workshops then increase the competition we face from local repair workshops specializing in a particular market. These are currently pushing down prices in order to maintain the market share that is being fought for by major international groups such as A NOVO; • competition from similar groups which currently do not necessarily have the same geographic coverage or the same coverage in terms of service offerings; • competition from producers operating under contract (EMS) for manufacturers seeking to diversify by offering service; • finally, a new type of competition: logistics companies, seeking to offer their clients a comprehensive service by supplementing their logistics offering with an added value service offering.. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 9. 9. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. 1.5.1.1. 14/02/08 12:35:32.

(12) 1. The A NOVO Group 1.5 Management of risks and insurance. The risk of portfolio concentration is not a major one within the Group, but it may be significant at the individual site level.. Risks associated with client portfolios Risks associated with manufacturer approvals. Risks of non-recovery of debts The 2005-2006 financial year was marked by the bankruptcy of BENQ MOBILE in Germany and VITELCOM in Spain. The 20062007 financial year was marked by the bankruptcy of TTE in France. Other manufacturers may be prompted to review their deployment strategy in Europe. A NOVO can contemplate incurring these risks due to its interaction with the operators buying this equipment.. Operating risks. Risks associated with clients’ strategies. Industrial risks. For three years, the Group has observed changes in its clients’ strategies, particularly with regard to the management of their installed equipment base (leased equipment replaced by sold equipment), the management of after-sales service (unit repairs instead of replacements of identical functioning equipment) and the localization of services associated with sales (particularly to Eastern Europe). The Group is also seeing tie-ups between clients and discontinuation of product ranges by the same client. Such changes of strategy by key clients may significantly affect the Group’s profitability. However, the scope of the services offered by the Group means that solutions can always be offered to our clients, thereby restoring the level of revenues and profitability.. The industrial risks are limited and clearly defined: the risk of fire or flood is controlled at all plants. Furthermore, due to the multiplicity of sites located in each region, a business resumption plan could be activated very rapidly in the event of damage. In addition to the intrusion detection systems, premises are guarded during periods of inactivity (weekends and nights).. Risks associated with the concentration of the portfolio Clients are internationally recognized names. The portfolio is diversifying with the arrival on the European market of major names from Asian countries. In 2006/07, no client represented more than 7.8% of the Group’s revenues. The five largest clients represented 34.6% of revenues, and the next five represented only 19%. Client A. 7.8 %. Client F. 5.1 %. Client B. 7.8 %. Client G. 3.7 %. Client C. 7.7 %. Client H. 3.6 %. Client D. 5.7 %. Client I. 3.4 %. Client E. 5.6 %. Client J. 3.2 %. 10. ANOV001_DRF_VA_LIVRE.indb 10. REFERENCE DOCUMENT 2006/2007. Pollution risks are very low in A NOVO’s businesses. Only the paint shop at the Beauvais plant used products which were potentially harmful to the environment. For the bulk of the items processed, A NOVO has developed a water-based paint, in partnership with its supplier, which reduces the solvents used by 90%. The remaining effluents are entrusted to a specialist company which takes responsibility for destroying them in accordance with the regulations. A NOVO monitors regulations resulting from decrees, laws and environmental standards. A NOVO adopts a proactive approach in this area, with five sites currently holding ISO 14001 certification and three others undergoing certification. Generally, all industrial risks, including loss of profits, are covered by insurance in accordance with the customary practices in the profession. The policy on the management of insurance is centralized at head office level for the whole of the Group, thereby optimizing risk cover and policy costs.. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. In order to carry out its activity, A NOVO must have manufacturer approvals for the products in which it operates. These approvals depend on the “after-sales service” strategy of the manufacturers. The withdrawal of all or part of these approvals by the manufacturers could affect its activity and margins. Nevertheless, the company believes it is protected from this risk by the large number of approvals which it holds, the quality and level of equipment of its industrial sites and its proven track record of following technological developments.. 14/02/08 12:35:32.

(13) The A NOVO Group 1.5 Management of risks and insurance. A NOVO has a low supplier risk, since the only strategic purchases are those of spare parts purchased directly from manufacturers of equipment for which A NOVO provides the maintenance (with the approval of the manufacturers). The main risk associated with the management of spare parts concerns the possible sudden interruption of services due to an insufficient financial base, a lack of commercial reliability or a lack of commercial success of a product. With regard to other suppliers or service providers, A NOVO has introduced an in-depth process of research into its main suppliers before commercial relations are established, in order to limit any risks of sudden interruption to services due to an insufficient financial base or a lack of commercial reliability.. The breach of one of our commercial leases by the owner would have a significant effect on profitability, with any move to different premises, including regroupings of sites, leading to a business restart effect on the new site.. IT risk The Group’s activity is managed entirely through efficient IT systems which allow operational monitoring of performance, reporting and client invoicing. Business resumption plans are in place in all countries in order to deal with any IT crisis.. Risks associated with the invoicing process. The company is bound by service contracts entered into with its clients. In the event that suppliers are declared bankrupt or spare parts cease to be sold, disruptions to supplies of spare parts could compromise compliance with deadlines specified in contracts with clients and engage the liability of A NOVO, particularly in the event of extended warranty contracts.. Our invoicing is based on reporting of activities carried out during the past month and on relevant charges for the various activities. The invoicing basis is therefore established by our personnel; the client only carries out consistency checks or audits from time to time. Invoices are drawn up on the basis of approval of the reports by the client. Consequently, part of this process is dependent on our own assessment (whether or not to change a part, level of service, etc.), which is based solely on our know-how. There is a potential risk that the client may dispute the number of parts changed or the level of service required, resulting in a renegotiation of the invoice. Historically, the Group has experienced no major corrections of this type which are liable to have any impact on the financial statements, and the audits carried out by clients have always taken place satisfactorily.. The Group subcontracts certain activities, which may become classified as regulated activities in the event of a change/definition of the scope of these specific activities.. 1.5.1.2. The largest supplier, excluding temporary employment, transport, logistics or equipment manufacturing companies, accounts for less than two per cent of the Group’s revenues.. Contractual risks. The European Directive on Acquired Rights, and in particular its application under the Transfer of Undertakings (Protection of Employment) Regulations (TUPE) in the UK, may result in the Group’s liability being engaged due to the takeover of personnel when different service providers succeed one another in the provision of the same service. In the context of the services which it provides, the Group is responsible for the personal data recorded on the electronic equipment handled by it. Any error in the processing of this data may engage the Group’s liability. The same equipment, when sent in for repair, may also contain information of a pornographic nature.. Policy concerning insurance. The A NOVO Group has an insurance program comprising policies with first-rate insurance companies covering any damage to its assets, loss of profits and Group liability. The policy on the management of insurance is centralized at head office level for the whole of the Group, thereby optimizing risk cover and policy costs. The Group regularly reviews its policies (cover and premiums) in co-ordination with a specialist broker as part of a standard Group program for civil liability/damage – loss of profits and civil liability of company officers effected at the beginning of 2004. After three years, with a favorable claims record, the premiums which were already reduced last year have been maintained at a comparable level overall and in the case of some policies a slight improvement in the level of cover has been negotiated.. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 11. 11. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. Risks associated with A NOVO’s dependence on suppliers. 1. 14/02/08 12:35:32.

(14) 1. The A NOVO Group 1.5 Management of risks and insurance. Policies in the integrated program. The policy on risk prevention at the various sites remains in place. In liaison with our insurers, and continuing the actions taken previously, site visits have shown our risks to be well identified and controlled. This visit program will continue in the forthcoming year.. The Group program comprises a number of master policies which complement the local policies (except in the USA and Peru), with difference in conditions and difference in limits cover for the major risks. This program includes cover for damage/loss of profits and civil liability. The policy covering the civil liability of company officers is effected for all Group subsidiaries.. Civil liability of company officers. Damage/loss of profits and civil liability. The “global” policy effected by the Group since October 1, 2005 has been maintained and renewed.. By means of a rollover, the program has been renewed for the next two years (2007-2009).. 12. ANOV001_DRF_VA_LIVRE.indb 12. REFERENCE DOCUMENT 2006/2007. The “goods in transit” project Regarding the nature of our activities, the “goods in transit” policies are effected at local level. Various proposals for harmonization have been drawn up in collaboration with the insurers. These proposals are currently being studied for verification and updating of each country’s requirements.. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. The global program covering all risks of damage to property and loss of profits and civil liability has been continued on the same terms for the countries concerned.. 14/02/08 12:35:32.

(15) 1. The A NOVO Group 1.6 Organization of the Group. R 1.6 Organization of the Group SA Including French operating entities. Italy Zone. A NOVO COMLINK ESPANA 100 %. A NOVO POLSKA 100 %. ANOVO NORDIC A.B. 100 %. A NOVO HOLDINGS 100 %. ANOVO AMERICAS 100 %. A NOVO ARCE 100 %. A NOVO SUISSE 100 %. A NOVO NORGE 100 %. A NOVO UK 100 %. A NOVO AMERICA DEL SUR 88 %. CEDRO 100 %. A NOVO SERVITEC 100 %. A NOVO SERVICES SOLUTIONS 100 %. A NOVO ANDES 100 %. EUROTERMINAL 35 %. A NOVO LOGITEC 100 %. Spain Zone. France Zone. A NOVO PERU 100 %. Nordic Zone. UK Zone. Americas Zone. All of the Group’s subsidiaries are operating companies except A Novo Holdings (Great Britain), A Novo América Del Sur (Panama), A NOVO Servitec (Belgium). The parent company, A Novo SA, is also an operating company. Financial flows between the parent company and its subsidiaries are primarily compensation subsequent to the use of the name, billing for the provision of services that remunerate General Management central functions, legal items, etc. and the response to the financing needs of its subsidiaries for their strategic development.. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 13. 13. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. A NOVO ITALIA 100 %. 14/02/08 12:35:32.

(16) 1. The A NOVO Group 1.7 Shareholder information. R 1.7 Shareholder information Highest. Lowest. Last price. Volume. 2006-10. 0.86. 0.76. 0.83. 6.75. 2006-11. 0.84. 0.72. 0.74. 8.78. 2006-12. 0.81. 0.74. 0.79. 15.18. 2007-01. 0.93. 0.79. 0.88. 9.86. 2007-02. 0.90. 0.76. 0.80. 27.23. 2007-03. 0.80. 0.75. 0.76. 12.30. 2007-04. 0.80. 0.75. 0.78. 7.60. 2007-05. 0.79. 0.71. 0.72. 7.19. 2007-06. 0.72. 0.67. 0.69. 14.81. 2007-07. 0.70. 0.61. 0.62. 7.43. 2007-08. 0.65. 0.55. 0.56. 7.54. 2007-09. 0.57. 0.46. 0.52. 10.20. Months. Highest. Lowest. Last price. Volume. 2006-10. 99.0. 99.0. 99.0. 5. 2006-11. 93.0. 83.7. 83.7. 55. 2007-02. 87.0. 87.0. 87.0. 20. 2007-07. 95.0. 95.0. 95.0. 20. 2007-09. 103.0. 103.0. 103.0. 10. R 1.8 Bonds. R 1.9 Dividends No dividend has been distributed in the past three financial years. The issuer does not plan to distribute dividends in respect of the 2006-2007 results.. 14. ANOV001_DRF_VA_LIVRE.indb 14. REFERENCE DOCUMENT 2006/2007. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. Evolution of bond prices. 14/02/08 12:35:33.

(17) + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +++ + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +++ + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. 2. Activity and results 2.1. Activities and financial statements of the Group .................................... 16 2.1.1 Comments on the 2006/2007 consolidated financial statements compared to 2005-2006. 2.2. Situation and activity of the parent company ............................................ 20 2.2.1 Results of the company in the past year. 2.3 2.4. Results in the last five years. 20. ..................................................................................... 21. Subsidiaries and participating interests. ......................................................... 22. 2.4.1 Transactions with subsidiaries at A NOVO SA. 22. 2.4.2 Detailed information on each subsidiary and participating interest. 24. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 15. 17. 15. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. + + + + + + + + + + + + + + + + + + + + + + + +. 14/02/08 12:35:33.

(18) 2. Activity and results 2.1 Activities and financial statements of the Group. R 2.1 Activities and financial statements of the Group With 12% growth in revenues from Core businesses, a current operating margin of €11.2 million representing 3.5% of revenues (up 67% compared to the previous year), operating income of €10.7 million (up 60% compared to the previous year) and net income of €1.6 million, the 2006/2007 financial year marks the return to profitable growth.. statements, the company is from now on presenting them on the basis of three main Strategic Business Areas (SBAs):. Non-recurring items reduced the operating income by -€0.5 million.. • the “Displays” SBA comprising PCs, monitors and other flat screens.. The financial income was affected by the movements in Euribor and amounted to €5.8 million. The net income was impacted to the extent of -€2.6 million by the residual assembly business carried out at the Malaga site, which was discontinued in June. In the United Kingdom, the Group divested its interest in A NOVO Mobile Services, a company whose activity did not fit in with A NOVO’s core business. In France, the Group acquired part of the on-site service business of Multimedia Market, giving A NOVO a network of 100 technicians. Thanks to an efficient information system interfaced with clients in real time, coupled with dynamic resource allocation, these technicians can provide support on D + 1. The financial statements of the A NOVO Group have been prepared in accordance with IFRS accounting standards.. • the “Mobility” SBA comprising cell phones and other smartphone devices; • the “Access” SBA comprising set-top boxes and other network access;. Finally, the Non Core line comprises the MediaCall business, which was divested in March 2006. The assembly business in Malaga now appears on a separate line in the income statement under the heading “Net income from discontinued operations”, in accordance with standard IFRS 5. The flows associated with discontinued operations have also been shown separately in the cash flow statement. In order to allow a fuller understanding of the recovery in operations, the operating income is now presented on two levels: • current operating margin, which measures the operating performance of the businesses; • operating income, which includes non-recurring costs (the “Other operating income and expenses” and “Results of divestments of participating interests” headings).. 16. ANOV001_DRF_VA_LIVRE.indb 16. REFERENCE DOCUMENT 2006/2007. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. Due to the growth of the IT equipment/flat screens business and in order to maintain the economic relevance of its financial. 14/02/08 12:35:34.

(19) 2. Activity and results 2.1 Activities and financial statements of the Group. 2.1.1 Comments on the 2006/2007 consolidated financial statements compared to 2005-2006 2005-2006. 2006-2007. Mobility. 142.5. 158.1. +10.9%. Access. 103.0. 115.3. +12.0%. (in millions of euros). Displays CORE TOTAL Non Core. 35.2. 43.5. +23.8%. 280.7. 316.9. +12.9%. 283.2. 316.9. +11.9%. 6.7. 11.2. 2.4%. 3.5%. 2.5. TOTAL REVENUES Current operating margin As % of revenues Result from disposal of participating interests. -100%. 1.5. Other operating income and expenses. (2.0). As % of revenues. 6.7. 10.7. 2.4%. 3.4%. Financial expenses. (4.7). (5.8). Income tax. (0.9). (0.5). 1.1. 4.4. (0.5). (2.6). Net income of consolidated companies Net income of discontinued operations Share of Group income from companies accounted for by the equity method NET INCOME. 2.1.1.1 Revenues: continued organic growth in all Strategic Business Areas The strength of activity is associated with the growth in existing contracts in the three Strategic Business Areas, illustrating the appropriateness of the “Multitechnology / Multiclient / Multisite / Multiservice” strategy. Day after day this strategy demonstrates its relevance in the context of burgeoning technologies and environmental constraints in digital telecommunications and multimedia (voice/data/images) and the lengthening of warranty periods. The year was marked by very strong growth in the IT equipment and flat screens market in all countries and by the growth in new pan-European contracts in the displays SBA: several major names – the leaders in multimedia – have chosen A NOVO to manage all or part of their reverse logistics chain: IBM Global Services in France, Italy and the United Kingdom for Lenovo laptop and. (0.2) 0.6. 1.6. desktop computers; Asus under a pan-European contract covering 15 countries; CPT for 15” to 47” LCD panels throughout Europe; Nintendo for its consoles and games in Spain; Viamichelin for its GPS navigation systems, and HP, Fujitsu Siemens and Sony in on-site services in France. The latter offering, which is complementary to A NOVO’s traditional factory returns offering, has been successfully implemented in the United Kingdom, the Nordic countries and France and is being deployed in Italy and Spain in order to strengthen A NOVO’s leading position in IT equipment, flat screens and triple play boxes. The Mobility Strategic Business Area is experiencing strong growth in Europe, buoyed by the recovery of the area, technological convergence, the triple play offering and the development of our major clients such as O2, Nokia, BT, Vodafone and Telefonica. In the Americas region, the strategy of favoring the deployment of new added-value services and the pursuit of profitability has been accompanied by the transfer of operations to a new site leading to a temporary decline in revenues.. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 17. 17. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. Operating income. 14/02/08 12:35:34.

(20) 2. Activity and results 2.1 Activities and financial statements of the Group. The Access business is continuing to grow, sustained by BSkyB, Sky and ViaSat. On the other hand, the French market was negatively impacted in the first half year by the merger of the satellite platforms.. leaders in their market, is increasing. This trend is illustrated by A NOVO’s 15 largest clients, who represented more than 65% of revenues in the 2006-2007 financial year, a considerably higher percentage than in previous years.. All businesses made a consistent, positive contribution to revenue growth in 2006-2007 in absolute value terms. The number of clients is growing. The share accounted for by major clients, including the. The revenues in 2006-2007 amounted to €316.9 million, an increase of +11.8% compared to 2005-2006.. 2.1.1.2 Current operating margin: +67% (in millions of euros). 2005-2006. 2006-2007. 142.5. 158.0. 0.9. 4.1. 0.6%. 2.6%. 103.0. 115.3. Mobility Revenues Current operating margin As % of revenues Access Revenues Current operating margin. 12.4. 9.9. 12.1%. 8.6%. Revenues. 35.2. 43.5. Current operating margin. (7.0). (2.8). (19.9)%. (6.4)%. 280.7. 316.9. As % of revenues Displays. As % of revenues TOTAL Revenues Current operating margin As % of revenues. 6.4. 11.2. 2.3%. 3.5%. Revenues. 2.5. Current operating margin. 0.4. As % of revenues. 13.8%. TOTAL Revenues. 283.2. Current operating margin As % of revenues. The growth in all businesses made it possible to increase the current operating margin and marks the end of the restructuring in Spain (Malaga) and the completion of the upgrading of the Västerås site in Sweden. The Mobility SBA is making a strong contribution to the growth in the operating margin due to the sharp improvement in activity in Spain and the Nordic countries and despite the decision by O2 in the UK to concentrate all its logistics flows through a single. 18. ANOV001_DRF_VA_LIVRE.indb 18. REFERENCE DOCUMENT 2006/2007. 316.9. 6.7. 11.2. 2.4%. 3.5%. platform and the move by ANOVO Americas to a new site at Fort Worth, which had a temporary negative impact on that business. The profitability of the Access SBA was stabilized in the second half, after the first half was affected by the cyclical slowdown in France following the merger of the satellite platforms. At the end of the year, the operating margin of this activity therefore returned to a level close to that of the previous year.. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. Non Core businesses. 14/02/08 12:35:34.

(21) Activity and results 2.1 Activities and financial statements of the Group. In addition, stricter control of selling and administrative costs allowed an 8% reduction compared to the previous year in a context of growth.. 2.1.1.3 Operating income of €10.7 million, +60% up on the previous year The operating income in 2006/2007 represents 3.4% of revenues compared to 2.4% in the previous year. As expected, it was negatively impacted by non-recurring items amounting to -€0.5 million. The non-recurring items for the year relate mainly to the departure of the Deputy Chief Executive Officer in charge of finance, amounting to -€0.8 million (-€0.4 million taking into account the resulting reduction in the stock option charge, also classified as a non-recurring item); a bad debt provision following the bankruptcy of Vitelcom in Malaga amounting to -€1.2 million; and a capital loss on the disposal of the Vänesborg site amounting to -€0.4 million. These charges are partly offset by the capital gain realized on the divestment of the A NOVO Mobile Services subsidiary in the United Kingdom, which generated +€1.5 million of capital gains and €3.0 million of cash.. 2.1.1.4 Financial income The financial income amounted to -€5.8 million, compared to -€4.7 million in the previous year, essentially due to the strong increase in interest rates (Euribor).. 2.1.1.5 Taxes The net tax charge for the year amounted to -€0.5 million, compared to -€0.9 million in the previous year. Tax amounting to €1.5 million was capitalized in respect of A NOVO Italia, which is now profitable.. 2.1.1.7 Net income from discontinued operations This line relates to the assembly business in Malaga, which recorded revenues of €6.1 million (versus €10.6 million in the previous year), a current operating margin of -€1.7 million (versus -€2.7 million in the previous year) and net income of -€2.6 million including restructuring costs of -€0.9 million (versus -€0.5 million in the previous year including a writeback of €2.2 million of provisions). Only the net income is included in the income statement.. 2.1.1.8 Net income The Group share of net income amounted to €1.6 million, an increase of €1 million compared to the previous year.. 2.1.1.9 Financing table The cash flow before financial expenses and tax amounted to €14.7 million, compared to €10.9 million in the previous year. The change in the working capital requirement generated cash amounting to €3.2 million (compared to €7.6 million of cash used in the previous year). Taking into account the other operating impacts, the operating cash flow before investments and financing was positive, amounting to €17.3 million, compared to €3.6 million in the previous year. The flows relating to investments in tangible and intangible fixed assets amounted to €11.1 million for the year. The level of investment remains high, due to the growth in new contracts. Income from asset disposals during the year amounted to €3.8 million. Finally, the repayment of debt impacted the Group’s cash position by €11.5 million. Drawings under factoring lines increased by €7.1 million. The capital increase operations amounting to €0.2 million resulted from the exercise of stock options.. 2.1.1.10 Consolidated financial position 2.1.1.6 Net income of consolidated companies: €4.4 million In spite of high financial expenses, the Group recorded positive net income from consolidated companies of €4.4 million (versus €1.1 million in the previous year) before taking into account net income from discontinued operations.. In a context of growth, the working capital requirement in the balance sheet decreased by €6.8 million (at the close of the year it stood at €20.9 million, versus €27.7 million as at September 30, 2006). The change impacting the cash position, excluding changes in the scope of consolidation, currency differences and reclassifications, is €4.7 million (€3.2 million excluding the WCR of tax payable).. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 19. 19. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. The operating loss in the Displays SBA area was halved during the year due to a combination of growth in new contracts at all sites and improved productivity. This business will be profitable in the following year.. 2. 14/02/08 12:35:34.

(22) 2. Activity and results 2.2 Situation and activity of the parent company. In spite of continued investments of €12 million in 2005-2006, and €11 million in 2006-2007 to support the deployment of its strategy in Europe, the Group pursued its objective of paying down debt, lowering the debt-to-equity ratio to 1,1, compared to 1.2 at the end of the previous year and 1.4 at the end of September 2005. Shareholders’ equity amounted to €61.7 million while net financial debt stood at €69.7 million (gross financial debt of €83.4 million, including €30 million at less than one year). The comparative figure was €73.3 million at the end of September 2006 and €72.3 million at the end of September 2005. At the end of November 2007, the Group had a positive cash position of €9.1 million, unutilized overdraft lines of €2.7 million and unutilized factoring lines of €4.7 million.. Chief Executive Officer: “the transformation of our product range offerings towards higher added-value services for major operators, retailers and manufacturers, who are increasingly outsourcing their after-sale services, should sustain our profitable growth momentum and allow a doubling of our current operating margin on a three-year horizon.”. 2.1.1.12 Capital structure The increase in capital results from 340,000 stock options exercised during the year to September 30, 2007. These had been granted on March 27, 2003 and enabled shares to be subscribed at a price of €0.58.. The elements making up the cash position for the current year are detailed in the “Liquidity risk” section of the notes to the consolidated financial statements.. The company’s capital currently comprises 136,533,483 shares.. 2.1.1.11 Strategy and outlook. The Group continues to favor using its operating cash flow to repay debt and finance organic growth.. 4,249 Océane bonds maturing in 2012 (conferring the right to 21,245 shares) and 10,013,094 stock options are still in circulation.. The Group continues to deploy its Multitechnology, Multiclient, Multisite and Multiservice strategy. Richard Seurat, Chairman and. In the year ending September 30, 2007, the company generated revenues of €93.2 million excluding tax, versus €90.9 million in the previous year. The company operates in three areas: • the Mobility business with revenues of €41.8 million, versus €40.4 million in the previous year;. • the Displays business with revenues of €9.0 million versus €5.5 million in the previous year. The revenues also include the billing of charges for “support service” and “use of the name” and other charges to subsidiaries amounting to €7.5 million as at September 30, 2007 versus €7.1 million in the previous year.. • the Access business with revenues of €34.9 million versus €37.9 million in the previous year;. 2.2.1 Results of the company in the past year Operating income amounted to €5.0 million versus €1.8 million in the previous year.. 20. ANOV001_DRF_VA_LIVRE.indb 20. REFERENCE DOCUMENT 2006/2007. Financial income amounted to -€7.7 million versus -€1.3 million in the previous year.. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. R 2.2 Situation and activity of the parent company. 14/02/08 12:35:34.

(23) 2. Activity and results 2.3 Results in the last five years. It comprises: • financial income, essentially interest invoiced to subsidiaries amounting to €1.1 million (versus €2.6 million in the previous year); • financial interest charges amounting to €4.2 million versus €3.5 million in the previous year; • depreciation and amortization charges and transfers to provisions of €4.8 million (provision for losses on foreign exchange €1.3 million, equity interests €0.6 million and receivables in respect of equity interests €2.9 million) versus €0.5 million in the previous year. Net exceptional items amounted to zero, compared to €0.5 million in the previous year, and mainly comprised: • exceptional income amounting to €0.9 million, including €0.8 million from the divestment of Cedro to A NOVO Comlink;. • exceptional expenses of -€0.9 million, including -€0.8 million from the divestment of Cedro to A NOVO Comlink. The expense relating to the employee profit-sharing agreement amounted to €541 thousand versus €642 thousand in the previous year. The net income accordingly fell from a profit of €0.4 million as at September 30, 2006 to a loss of €3.3 million as at September 30, 2007. As at September 30, 2006, retained earnings amounted to €91,907 thousand. This figure was positively impacted by the appropriation of income amounting to €354 thousand and negatively by additional depreciation of €135 thousand following the application of the regulation on assets and by the provision of €225 thousand for long-service awards.. R 2.3 Results in the last five years Sep. 03. Sep. 04. Sep. 05. Sep. 06. Sep. 07. 53,057. 62,492. 63,097. 68,097. 68,267. 101,658,081. 120,522,367. 124,027,992. 134,900,097. 136,135,150. Capital at end of year (in thousands of euros) Share capital Ordinary shares Shares with double voting rights. 4,456,860. 4,461,950. 2,165,491. 1,293,386. 398,333. 106,114,941. 124,984,317. 126,193,483. 136,193,483. 136,533,483. 24,674,305. 10,274,245. 41,279,245. 31,646,348. 10,013,094. Revenues excluding tax. 51,314. 83,375. 85,043. 90,955. 93,225. Profit before tax, employee profit-sharing, depreciation and amortization charges and transfers to provisions. (2,443). (26,605). 3,934. 6,855. 4,096. -. (23). (56). (44). -. TOTAL SHARES Maximum number of future shares to be created (in thousands of euros). Income tax Employee profit-sharing due for the year Profit after tax, employee profit-sharing Distributed profit. (782). (828). (774). (642). (541). (21,828). (35,439). 982. 373. (3,314). -. -. -. -. -. (0.21). (0.28). 0.008. 0.003. (0.024). -. -. -. -. -. 493. 822. 748. 844. 1,098. 13,535. 21,641. 23,736. 23,478. 27,006. 4,791. 8,411. 9,068. 9,893. 11,421. Earnings per share (in euros) Profit after tax, participating interests Dividend allocated to each share Personnel (in thousands of euros) Average number of employees Payroll for the year Sums paid in respect of social benefits. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 21. 21. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. Operations and profit for the year. 14/02/08 12:35:35.

(24) 2. Activity and results 2.4 Subsidiaries and participating interests. R 2.4 Subsidiaries and participating interests 2.4.1 Transactions with subsidiaries at A NOVO SA. (in thousands of euros). Agreement on management fees(1). Operating income(2). SCI LES CAILLOUX. Operating expenses(2). Financial Income – expenses(3). Dividends distributed during the period. (302). SCI ROBERT A NOVO CARAÏBES (in liquidation) CTAV 14. 3. A NOVO ITALIA. 661. CEDRO. 253. 289. (1,004). A NOVO COMLINK. 407. 551. (175). 2,574. 183. (467). (157) 45. EUROTERMINAL A NOVO UK A NOVO HOLDINGS A NOVO SERVICE SOLUTIONS. 186 482. 46. 17. ANOVO NORDIC. 950. 91. A NOVO NORGE. 190. A NOVO AMERICA DEL SUR. 223. (57). 73. A NOVO ANDES A NOVO PERU A NOVO POLSKA. 33. 99. (44). A NOVO SUISSE. 12. (2). (5). 111. 139. (155). 582. 174. A NOVO LOGITEC. 33. A NOVO INTERNATIONAL A NOVO AMERICAS. (29). A NOVO ARCE. 53. A NOVO MOBILE SERVICES (divested during the year). 79. 243. A NOVO BEAUVAIS A NOVO GMBH ICON (1) Services provided by the parent company: Within the framework of current operating activities, the parent company occasionally carries out services for the subsidiaries pertaining to management of the Group (legal services, tax services, accounting, human resources, quality and engineering support). These subcontracted services are performed and billed within the framework of the ‘Management fees’ contract signed by the parent company and the subsidiaries. (2) Services provided between the subsidiaries: Within the framework of current operating activities, the subsidiaries occasionally subcontract services out to other subsidiaries in the Group. These subcontracted services are carried out and billed under normal market conditions. (3) Cash advances granted / received by the parent company: within the frame of current operating activities, the parent company occasionally contributes in financing its subsidiaries (or, on the contrary, in centralizing excess cash flow generated by its subsidiaries) and consequently grants (or receives) cash facilities that are compensated at the Euribor 3 month rate plus 300 base points, with a 5% ceiling.. 22. ANOV001_DRF_VA_LIVRE.indb 22. REFERENCE DOCUMENT 2006/2007. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. A NOVO SERVITEC. 14/02/08 12:35:35.

(25) Activity and results 2.4 Subsidiaries and participating interests. Loan granted Borrowing subscribed (gross). Loan granted Borrowing subscribed (net). Current Account Assets – Liability net of provisions(3). Receivables – operating debts. Capital increases by debt write-off. Capital increases by contribution of securities. 2. Guarantees and security provided. (2,091) 40. 8 (4,995). (4,995). (509) 1,000. 3,324 10,464. 10,464. 7,218 351. (753). 100. 560. 753. 633. 266. 8,103. 968 2 (1,009). 2,445. (57). 2,890. 2,255. 2,375 7. (70). 21. 800. 33. 157. 63. (825). (76). 8,335. 600 14. (7) (20). REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 23. 23. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. 59. 14/02/08 12:35:35.

(26) 2. Activity and results 2.4 Subsidiaries and participating interests. 2.4.2 Detailed information on each subsidiary and participating interest. Country. Equity stake (in %). Ownership - Directly - Indirectly. Capital stock. SCI LES CAILLOUX. France. Oct. 00. 100.00%. D. 183. SCI ROBERT. France. Oct. 00. 100.00%. D. 76. A NOVO CARAÏBES (in liquidation). France. 100.00%. D. A NOVO BEAUVAIS. France. Sep. 02. 100.00%. D. 8. CTAV. France. Jan. 89. 11.13%. D. 145. Germany. Jan. 07. 100.00%. D. 25 100. A NOVO GmbH A NOVO ITALIA. Italy. Dec. 98. 100.00%. D. Spain. Nov. 98. 100.00%. I. A NOVO COMLINK. Spain. Nov. 98. 100.00%. D. A NOVO ARCE. Spain. Jan. 02. 100.00%. I. EUROTERMINAL. Spain. Nov. 98. 35.00%. D. 300. A NOVO HOLDINGS. United Kingdom. Oct. 00. 100.00%. D. 33,350. A NOVO UK. United Kingdom. Jul. 00. 100.00%. I. Ireland. Jul. 01. 100.00%. I. A NOVO MOBILE SERVICES. United Kingdom. Jun. 03. Divested during the year. I. GE UK. United Kingdom. Oct. 99. 100.00%. I. AT-COM. United Kingdom. 00. 100.00%. I. CEDRO. A NOVO SERVICE SOLUTIONS. RADIOPHONE. United Kingdom. Oct. 00. 100.00%. I. DIGICOM. United Kingdom. Oct. 01. 100.00%. I. Panama. Feb. 01. 87.86%. I. ANOVO NORDIC. Sweden. Dec. 99. 100.00%. D. ENGSTRÖM. Sweden. May 06. 100.00%. I. A NOVO NORGE. Norway. Dec. 99. 100.00%. I. ICON. A NOVO POLSKA A NOVO SERVITEC A NOVO LOGITEC. 8,968. 11. Poland. Dec. 00. 100.00%. D. 159. Belgium. Nov. 00. 100.00%. D. 2,300. Belgium. Nov. 00. 100.00%. I. A NOVO SUISSE. Switzerland. Nov. 00. 100.00%. D. 120. A NOVO INTERNATIONAL. Switzerland. May 01. 100.00%. D. 904 7. A NOVO AMERICA DEL SUR. Panama. Mar. 01. 87.86%. D. A NOVO ANDES. Chile. Oct. 00. 87.86%. I. A NOVO PERU. Peru. Mar. 01. 87.86%. I. A NOVO AMERICAS. USA. Apr. 02. 100.00%. D. 24. ANOV001_DRF_VA_LIVRE.indb 24. REFERENCE DOCUMENT 2006/2007. 1. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. (in thousands of euros). Acquisition by the Group. 14/02/08 12:35:35.

(27) Activity and results 2.4 Subsidiaries and participating interests. 2. Operating income. Net accounting profit/loss. Equity investments. Participating interests (net). 2,213. 86. 86. 237. 237. 235. (1). (1). 160. 114. Total shareholders’ equity. Total assets. 772 194. Revenues excluding tax. 46 7. 7. 252. 637. 22. 22. 2,914. 26,079. 3,940. 17,741. 641 21,791. 3,613. 7. 7. 25. 20. 15. 15. (3). (3). 25. 25. 26,243. 2,624. 1,940. 49,720. 4,105. 9,815. 922. 674. 19,073. (3,631). (4,548). 17,389. 5,218. 2,528. 266. 164 (577). 365. 284. 35,200. 35,200. 53,232. 26,290. 783. 9,186 35,166. 12,722. 16. 805. 101,260. 4,557. 3,034. 1,508. (231). (243). 3,282. 65. 46. 32,690. (2,166). (1,797). 242. 1,667. 2,248. 3,291. 207. 528. 501. 658. (874). 1,860. (4,366). 5,923. 10,012. 221. 1,252. 103. 77. 552. 552. (7). (40). 2,303. 1,599. 4,652. 564. 411. 867. (18). (20). 5,339. (5). 24. 981. 17,527. 155. (60). (59). 17,927. 4,240. (497). (520). 2,823. 594. 261. (821). (1,411). 12,925. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 25. 3,877. 6,334. 25. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. 192. 14/02/08 12:35:36.

(28) ANOV001_DRF_VA_LIVRE.indb 26. REFERENCE DOCUMENT 2006/2007. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. 26. 14/02/08 12:35:36.

(29) + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +++ + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + +. + + + + +. + + + + +. + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + + +++ + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + +. + + + + + + + + + + + + + + + + + + + + + + + + +. 3. Consolidated financial statements 3.1. Statutory auditors’ report on the consolidated financial statements................................................................................................................................. 28. 3.2. Consolidated income statement ........................................................................... 30. 3.3. Consolidated balance sheet ..................................................................................... 31. 3.4. Consolidated cash flow statement ...................................................................... 32. 3.5. Change in consolidated shareholders’ equity ........................................... 33. 3.6. Notes to the consolidated financial statements ...................................... 34. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 27. 27. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. + + + + + + + + + + + + + + + + + + + + + + + +. 14/02/08 12:35:36.

(30) 3. Consolidated financial statements 3.1 Statutory auditors’ report on the consolidated financial statements. R 3.1 Statutory auditors’ report on the consolidated financial statements To the Shareholders,. These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these financial statements based on our audit.. I.. Opinion on the consolidated financial statements. We conducted our audit in accordance with the professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made, as well as evaluating the overall presentation. We believe that our audit provides a reasonable basis for our opinion as set out below. We certify that the consolidated financial statements for the year give a true and fair view, according to IFRS as adopted in the European Union, of the assets, financial situation and results of the Group formed by the entities included within the scope of consolidation.. 28. ANOV001_DRF_VA_LIVRE.indb 28. REFERENCE DOCUMENT 2006/2007. Without calling into question the opinion expressed above, we would draw your attention to: • note 4.1 setting out the assumptions used by the Management in carrying out goodwill impairment tests and the sensitivity of the test to the fulfillment of these assumptions; • note 2.2 setting out the changes made in the presentation of the area reporting, the income statement and the consolidated balance sheet of the Group; • note 5.3 setting out the conditions under which the next repayment of the restructured debt will be honored in compliance with the going concern principle.. II.. Justification of assessments. In accordance with the requirements of Article L.823-9 of the French Commercial Code relating to the justification of our assessments, we bring to your attention the following matters: Goodwill Your company carries out impairment tests on its goodwill in accordance with the conditions described in notes 2.7.1, 2.7.4 and 4.1 and records an impairment where applicable. Our work involved examining the conditions under which these impairment tests were conducted, assessing the data and assumptions underlying the forecasts of discounted future cash flows and reviewing the calculations made by your company. As part of our assessment, we have verified the reasonableness of these estimates.. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. In compliance with the assignment entrusted to us by your General Meetings, we have audited the consolidated financial statements of A NOVO for the year ended September 30, 2007, as appended to the present report.. 14/02/08 12:35:36.

(31) Consolidated financial statements 3.1 Statutory auditors’ report on the consolidated financial statements. Changes of method. III.. As part of our assessment of the accounting rules and principles applied by your company, we have verified the correct application of the aforementioned changes of accounting method and their presentation. These assessments form part of our audit of the consolidated financial statements as a whole and therefore contributed to the formation of our opinion expressed in the first section of this report.. 3. Specific verification. In accordance with the professional standards applicable in France, we have also verified the information given in the Group management report. We have no matters to report regarding its fair presentation and consistency with the consolidated financial statements.. Paris and Paris-La Défense, January 2, 2008. Maupard Fiduciaire. Ernst & Young Audit. Patrick Maupard. Antoine Peskine. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 29. 29. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. The Statutory Auditors. 14/02/08 12:35:37.

(32) 3. Consolidated financial statements 3.2 Consolidated income statement. R 3.2 Consolidated income statement Notes. 30/09/2007. 30/09/2006 restated. Revenues. 6.1. 316,856. 283,247. Raw material and other supplies. 6.2. (89,069). (76,007). Variable production cost. 6.2. (126,516). (110,554). 101,270. 96,686. (54,707). (51,962). 46,563. 44,724. Commercial margin Fixed production cost. 6.2. Gross profit Commercial costs. 6.2. (2,855). (4,744). Administrative expenses. 6.2. (32,477). (33,298). 11,230. 6,682. Current operating margin Income from disposal of participating interests Other operating income and expenses. 1,535 6.3. Operating income Income from cash and cash equivalents Gross cost of financial debt. 6.4. Net cost of financial debt. (2,044) 10,721. 6,682. 229. 308. (5,223). (4,300). (4,994). (3,992). Other financial income and expenses. 6.5. (812). (681). Share of Group income from companies accounted for by the equity method. 4.4. (202). (9). Income tax. 6.6. Net income from continued operations Net income from discontinued operations Net income of the consolidated companies Net income – Minority interest Net income – Group share Weighted average number of shares Net income – Group share – from continued operations Base earnings per share from continuing operations (in euros) Average number of shares adjusted to take account of diluted earnings per share Net income – Group share – from continued operations Diluted earnings per share from continuing operations (in euros) Weighted average number of shares Net income – Group share – from discontinued operations Base earnings per share from discontinued operations (in euros) Weighted average number of shares adjusted to take account of diluted earnings per share Net income – Group share – from discontinued operations Diluted earnings per share from discontinued operations (in euros). 30. ANOV001_DRF_VA_LIVRE.indb 30. REFERENCE DOCUMENT 2006/2007. 6.7. (508). (970). 4,204. 1,030. (2,575). (461). 1,629. 569. (4). (62). 1,625. 507. 136,354,780. 130,526,816. 4,200. 968. 0.0308. 0.0074. 136,769,205. 151,523,557. 4,200. 968. 0.0307. 0.0064. 136,354,780. 130,526,816. (2,575). (461). (0.0189). (0.0035). 136,769,205. 151,523,557. (2,575). (461). (0.0188). (0.0030). WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. (in thousands of euros). 14/02/08 12:35:37.

(33) 3. Consolidated financial statements 3.3 Consolidated balance sheet. R 3.3 Consolidated balance sheet Assets Notes. 30/09/2007. 30/09/2006 restated. Goodwill. 4.1. 64,033. 64,586. (in thousands of euros). Intangible fixed assets. 4.1. 5,698. 4,822. Tangible fixed assets. 4.2. 35,460. 34,785. Financial assets. 4.3. 1,281. 2,932. Deferred tax assets. 4.5. 8,296. 7,231. Participating interests in associated companies. 4.4. 224. 426. Other non-current assets. 4.5. 1,695. 2,617. 116,686. 117,399. Total non-current assets Stocks. 4.6. 16,455. 16,157. Trade debtors. 4.7. 73,303. 73,811. Other current assets. 4.7. 8,936. 8,375. Cash and cash equivalents. 4.8. 13,653. 13,390. 112,346. 111,733. 3,375. 4,669. 232,407. 233,801. 30/09/2007. 30/09/2006 restated. 68,267. 68,097. Total current assets Assets held for sale. 4.9. TOTAL ASSETS. (in thousands of euros). Notes. Capital Issue premiums Consolidated reserves and income. 84,053. 84,026. (89,762). (91,602). Translation reserve. (829). 203. Own shares. (294). (294). 61,434. 60,430. 280. 403. Shareholders’ equity – Group share Minority interests Shareholders’ equity. 61,714. 60,833. Provisions. 5.2. 6,951. 7,077. Financial debts – long-term portion. 5.3. 53,365. 61,611. Deferred tax liabilities. 5.4. 286. 1,240. Other long-term liabilities. 5.4. 219. 201. Total non-current liabilities. 60,821. 70,129. Provisions – current portion. 5.5. 3,587. 3,582. Trade creditors. 5.6. 49,416. 48,911. Other current liabilities. 5.6. 26,856. 25,303. Bank facilities and portion of borrowings due in less than 1 year. 5.7. 30,014. 25,043. Total current liabilities. 109,873. 102,839. TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY. 232,407. 233,801. Gearing Net debts. 1,1. 1,2. 69,726. 73,264. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 31. 31. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. Liabilities. 14/02/08 12:35:37.

(34) 3. Consolidated financial statements 3.4 Consolidated cash flow statement. R 3.4 Consolidated cash flow statement Consolidated net income. 30/09/2007. 30/09/2006 restated. 1,629. 569. (181). (4,809). 7,335. 7,374. 202. 9. Elimination of charges relating to stock options. 388. 1,519. Elimination of the impact of fair values of rate hedging. 539. 258. Elimination of provisions Elimination of depreciation and amortization of fixed assets Elimination of income from companies accounted for by the equity method. Elimination of results of asset disposals Cash flow after cost of financial debt and tax Elimination of current and deferred tax expense (income) Elimination of cost of financial debt Cash flow before cost of financial debt and tax. (899). 632. 9,013. 5,552. 508. 900. 5,223. 4,468. 14,744. 10,920. (Increase) decrease in stocks. (795). (4,450). (Increase) decrease in receivables. (198). (10,404). Increase (decrease) in debts. 4,158. 7,238. Change in working capital requirement. 3,165. (7,616). Dividends received Taxes paid Cash flow from operating activities Reclassification of cash flow from discontinued operations Cash flow from continued operations. -. 700. (638). (447). 17,271. 3,557. 460. 210. 17,731. 3,767. 2,358. (1,872). (Increase) decrease in intangible fixed assets. (3,866). (1,412). (Increase) decrease in tangible fixed assets. (7,200). (5,372). (469). 147. 1,433. 13,524. (7,744). 1,415. Changes in scope of consolidation. (Increase) decrease in long-term investments and loans Disbursements on behalf of third parties Receipts relating to disposals of fixed assets Cash flow from investing activities Reclassification of cash flow from investments in discontinued operations Cash flow from investments in continued operations Capital increases Repayment of bank borrowings Increase in borrowings and factoring Financial interest paid Dividends paid to minorities Cash flow from financing activities Reclassification of cash flow from financing of discontinued operations Cash flow from financing of continued operations Impact of change in exchange rates. (3,600). (142). (68). (7,886). 1,347. 196. 7,359. (11,446). (13,879). 7,319. 5,021. (5,223). (4,468). -. (312). (9,154). (6,279). (318). (142). (9,472). (6,421). (111). (37). 263. (1,344). Closing cash position. 13,653. 13,390. Opening cash position. 13,390. 14,734. 263. (1,344). Cash flow. Cash flow. 32. ANOV001_DRF_VA_LIVRE.indb 32. REFERENCE DOCUMENT 2006/2007. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. (in thousands of euros). 14/02/08 12:35:37.

(35) 3. Consolidated financial statements 3.5 Change in consolidated shareholders’ equity. R 3.5 Change in consolidated shareholders’ equity Shares Treasury Share outstanding shares capital. TransNet Treasury lation income stock reserve. (in number of shares). As at 30/09/2005 126,193,483 60,717 Appropriation of result for the previous year Distribution of dividends Net income for the year Charge relating to stock options Exercise of warrants 10,000,000 Conversion of Océane bonds (40,000) Acquisition of minority interests Translation reserve As at 30/09/2006 136,193,483 20,717 Appropriation of result for the previous year Net income for the year Charge relating to stock options Exercise of stock options 340,000 Fair value of rate hedging instruments Tax capitalization Other changes Subtotal of income and expenses recognized directly in shareholders’ equity Acquisition of minority interests Translation reserve As at 30/09/2007 136,533,483 20,717. (in thousands of euros). 63,097 80,683. (97,360). 3,735. 3,735. (3,735). (777). 428. 507. 507. 1,519 5,000. 2,419 924. 483. (3) 68,097 84,026. (92,109). 507. 507. (507). (294). (225) 203. 1,625 388 170. 837. 50,643. (312). (312). 62. 569. 1,519. 1,519. 7,419. 7,419. 1,407. 1,407. (3) (225) 60,430. (178) (6) 403. (181) (231) 60,833. 1,625. 4. 1,629. 388. 388. 197. 197. (440) 394 (62). (440) 394 (62). (440) 394 (62). (108). (108). (108). 27. 68,267 84,053. 49,806. (66) (91,388). 1,625. (294). (1,032) (829). (1,098) 61,434. (132). (132). 5 280. (1,093) 61,714. REFERENCE DOCUMENT 2006/2007. ANOV001_DRF_VA_LIVRE.indb 33. Consolidated shareholders’ equity. 33. WorldReginfo - 7d3774db-086f-44a6-9ccf-7509bf5cb1e2. (in thousands of euros). Issue Consoprelidated mium reserves. ShareShareholders’ holders’ equity equity – Group – minority share interests. 14/02/08 12:35:38.