Annual report 2001 - GL events
Annual report 2001 - GL events
Annual report 2001 - GL events
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Table of contents<br />
1 Générale Location, profile<br />
2-3<br />
Olivier Ginon, Chairman<br />
4-11<br />
The strength of a well-balanced business<br />
Shows and exhibitions<br />
Events<br />
Fittings and Museum fittings<br />
Venue management<br />
12-13 <strong>2001</strong> Results<br />
14-17 Inside the process, clients, associates, shareholders<br />
Human resources<br />
Stock exchange<br />
18-19 Message from Olivier Roux, Vice-president<br />
20 Administration, direction, control<br />
21 Table of contents of the <strong>Annual</strong> Report<br />
International Film Festival<br />
Cannes
0 1<br />
Générale Location, a strong and well-balanced economic model, active on<br />
three different markets while developing an emerging activity offering<br />
great potential for the whole group (venue management).<br />
A right size positioning the Group as one of the world’s leaders on the market<br />
of the communication by event.<br />
A Group with multiple know-how organized in business units providing a<br />
global offer dedicated to each of the following markets :<br />
shows and exhibitions - <strong>events</strong> - fittings and museum fittings.<br />
In <strong>2001</strong> venue management was given a significant strategic push in order to :<br />
- assist clients ahead of their <strong>events</strong> on each of the markets<br />
- guarantee a relay of recurrence and long-term visibility<br />
An organization close to its clients and categorized by type of know-how, directly<br />
operational :<br />
space & decoration – structures-grandstands - technologies – furniture -<br />
systems - venue management… and of course the international.<br />
Sales of 235 M€ in <strong>2001</strong><br />
with 23% from international activities<br />
A recurrent net margin of 3.9 %<br />
A market capitalization of 210 M€<br />
on average<br />
1819 employees
Lyon Tennis Grand Prix<br />
“<br />
a satisfying<br />
growth<br />
in a difficult<br />
context<br />
”
2 3<br />
A<br />
fter an exceptional year in 2000,<br />
specially with the Sydney Olympic Games<br />
and the European Summits in Biarritz and<br />
Marseille, Générale Location, Europe’s leading<br />
provider of engineering and logistics for <strong>events</strong><br />
and in venue management, maintained its<br />
activity in <strong>2001</strong>. The Group pursued its growth<br />
under satisfying conditions of profitability<br />
despite a difficult international situation.<br />
Net sales increased by 9.8 % to reach 235m€.<br />
The recurrent share of the portfolio of activities<br />
experienced a significant progression with the<br />
signature of medium and long-term contracts. As<br />
for net profit, it comes to 9.2m€, while net<br />
profitability maintains itself at 3.9 % of net sales.<br />
With more than 1 800 employees working in<br />
twelve countries, the Group benefits from a good<br />
risk distribution and a strong protection against<br />
exogenous <strong>events</strong>, thanks to an improved and<br />
well-balanced breakdown of its net sales between<br />
three complementary markets : shows and<br />
exhibitions, <strong>events</strong>, fittings and museum fittings.<br />
To serve these markets, Générale Location offers a<br />
wide range of technical expertise to shows and<br />
<strong>events</strong> organizers, exhibitors, and local communities.<br />
Générale Location enlarged its market shares<br />
with the signature of several contracts. The<br />
Group, which realized more than 60 % of the<br />
installation of grandstands for the Salt Lake City<br />
Olympic Games, was selected this year for the<br />
organization of prestigious <strong>events</strong>, such as the<br />
Commonwealth Games, the Skill Festival of<br />
Manchester or the World Cup of Football.<br />
It will be present at seven Formula One Grand Prix<br />
compared to three last year. A three-year contract<br />
was signed for the Canada Grand Prix. Générale<br />
Location was also chosen for the building of<br />
a 17 000 m 2 temporary exhibition park at Le<br />
Bourget, and was entrusted with the<br />
management of the Convention Centers of<br />
Barcelona and Toulouse.<br />
The Group with 23% of its net sales from<br />
international activities in <strong>2001</strong>, consolidated its<br />
presence on foreign markets by opening offices in<br />
Barcelona and the United States of America.<br />
Besides its participation in the Salt Lake City<br />
Olympic Games, Générale Location accompanies<br />
French companies when they export their wellknown<br />
shows to America such as Preview and<br />
Expofil;<br />
The successful integration of the companies BS<br />
Vision, specialized in fittings and museum<br />
fittings, and Owen Brown, a leader in the <strong>events</strong><br />
business in the United Kingdom, testifies to the<br />
Group’s ability to carry out external growths<br />
operations while creating profitable<br />
complementarities.<br />
With its share included since April 2002 in the SBF<br />
250 index, and the benefit of a particularly<br />
healthy financial situation, Generale Location<br />
foresees for this year a 20% increase of its net<br />
sales, considering all the acquisitions already<br />
carried out as of today. The company will reach<br />
a new phase, a determining factor in the success<br />
of the coming five year challenge, focused on the<br />
regular progression of its different activities and<br />
on the sustained development of its network.
Première Vision<br />
First class<br />
Vinexpo
4 5<br />
Batimat<br />
S<br />
hows and exhibitions represent one of<br />
the markets in which the Group has<br />
historically evolved and its specialists<br />
display an extremely comprehensive line of knowhow<br />
and specialties : general installation, stand<br />
fitting, provision of furniture, signage, temporary<br />
seating, lighting, sound system, video walls, floral<br />
decoration, air-conditioning, database<br />
management, host and hostess services,…<br />
provides a complete package of services over<br />
150 000 m 2 , Reed or also Comexpo (Exhibition<br />
Committee of Paris).<br />
This market which has reached a mature stage,<br />
is still today full of dynamism with an annual<br />
growth between 2% and 5%. It is estimated at<br />
more than 2 billion Euros per year in France and at<br />
8 billion Euros in Europe, with a third dedicated to<br />
services. In North America, this figure goes up<br />
to 11 billion Euros.<br />
With large volume capacity, and strong resilience<br />
when faced with the ups and downs of the<br />
economic situation, well supported by an efficient<br />
commercial strategy within the group, this activity<br />
offers strong recurrence.<br />
Générale Location has recently renewed contracts<br />
which confirm for the next three or six years its<br />
relations with some of its most important partners<br />
such as Première Vision, to whom the Group<br />
Stand TNT
“Royal Ascot”<br />
Salt Lake City
6 7<br />
World Cup of Football<br />
South Korea<br />
T<br />
he <strong>events</strong> business includes all of<br />
the temporary happenings organized<br />
in parallel to shows and exhibitions,<br />
such as sports competitions or corporate<br />
meetings (seminars, training sessions, product<br />
launching campaigns,…)<br />
These <strong>events</strong> which are held in pre-existing<br />
venues or in sites set up just for the occasion,<br />
require all of the expertise the Group has to<br />
offer, with a special request for its capacity to<br />
fit spaces and to provide dismountable<br />
structures and grandstands.<br />
This business segment is boosted by a strong<br />
structural dynamism. It owes its extension to<br />
the growing needs of corporations and to the<br />
development of leisure-type activities and of<br />
communication technologies, which place a<br />
particular emphasis on images.<br />
The acquisition of Owen Brown, a British<br />
company with high profitability and prospect<br />
of a 20% increase of its activity for this year,<br />
allows Générale Location to consolidate its<br />
positions on the European <strong>events</strong> market.<br />
This market which should experience a total<br />
growth of 30% in the next five years, is<br />
estimated at 7 billion Euros per year in Europe<br />
with 20% of it in the provision of services. By<br />
2005, 40% of the European market of services<br />
should be made of<br />
<strong>events</strong>.<br />
® Lighting Process<br />
Radio Scoop
Army Museum<br />
Silk museum<br />
City of Sciences and<br />
the Industry – Paris<br />
Ocean liner Splendor of the Sea
8 9<br />
T<br />
hese activities include long-term<br />
fittings of commercial areas or cultural<br />
spaces for which Générale Location<br />
works not only in the design and creation of<br />
sales and reception areas set up by distribution<br />
and service companies but also in the display of<br />
items belonging to the cultural heritage, such<br />
as the Army Museum at the Invalides in Paris.<br />
This special niche with guarantees of high profit<br />
and enhancement of public image, deals in<br />
medium and long-term prospects away from<br />
the hazards of economic situations. It requires<br />
state-of-the-art techniques, and shows<br />
Générale Location’s capacity to play the role of<br />
assembler for large scale projects.<br />
With the recent integration of BS Vision, a<br />
specialist in fittings for the tertiary sector – upmarket<br />
hotels, head offices,… - and naval<br />
equipment, this activity will represent 20%<br />
of the total activity of the Group.<br />
Besides high profitability and solid cash flow, BS<br />
Vision is well provided for with orders already<br />
placed.<br />
This market which represents about 950 m€<br />
per year in France, will undoubtedly experience<br />
a rapid development. Its annual growth rate<br />
should go beyond 5% in the coming years.<br />
American Airlines Departure Lounge<br />
Roissy
® Pierre-Louis DOUERE<br />
Architect : Josep LluisMateo<br />
Saint-Etienne<br />
Convention Center<br />
Barcelona<br />
International<br />
Convention Center<br />
Barcelona<br />
International<br />
Convention Center
10 11<br />
V<br />
enue management for <strong>events</strong> has<br />
experienced a rapid development<br />
within the portfolio of activities of<br />
Générale Location.<br />
This dynamism reflects the wish expressed by<br />
more and more local communities to<br />
externalize and entrust with well-known<br />
specialists the management of their convention<br />
centers and exhibition halls with as objective<br />
the hosting of different <strong>events</strong> such as<br />
congresses, conventions, seminars, exhibitions,<br />
cocktails, shows, meetings,… For the cities it is a<br />
way to enhance their images and to contribute<br />
to the local economic development, especially<br />
for hotels and tourism in general.<br />
Already in charge of the congress centers of<br />
Lyon, Saint Priest, Saint Etienne and Clermont-<br />
Ferrand, Générale Location has just been<br />
entrusted with the management of the congress<br />
center of Toulouse for ten years and with<br />
the management of the congress center of<br />
Barcelona for twenty years.<br />
This 80 000 m 2 structure in the building phase,<br />
will offer an exceptional potential to welcome<br />
and promote.<br />
Venue management gives the Group strong<br />
recurrence and a guarantee for long-term<br />
visibility. With these activities, the Group will be<br />
able to tighten relations with its clients, who<br />
will be assured a venue and a specific date for<br />
their <strong>events</strong>.<br />
Générale Location can propose a global offer<br />
which includes the provision of a site along a<br />
whole package of services.<br />
Venue management plays the role of relay<br />
allowing the Group’s other activities to develop<br />
themselves in total complementary.<br />
As the number of venues managed by Générale<br />
Location increases, the group will propose a<br />
European offer making it possible to host on<br />
different sites successive editions of the same<br />
event or diversified <strong>events</strong> proposed by the<br />
same organizer.<br />
Through the creation or the renewal of<br />
management agreements, this activity should<br />
grow regularly to represent within five years a<br />
fourth of the Group’s total sales.<br />
Congress Center<br />
Toulouse
Evolution of net sales : + 9.8 %<br />
Erick ROSTAGNAT<br />
113<br />
130<br />
146<br />
214<br />
235<br />
“<strong>2001</strong> net sales show a 9.8% increase, a performance<br />
worth underlying considering the difficult economic<br />
situation and taking into account the strong impact<br />
the Sydney Olympic Games had on the year 2000.”<br />
1997 1998 1999 2000 <strong>2001</strong><br />
Net sales (in M€)<br />
Client’s international activity<br />
15%<br />
8<br />
1997<br />
10%<br />
14<br />
15%<br />
22<br />
23%<br />
48<br />
23%<br />
55<br />
1998 1999 2000 <strong>2001</strong><br />
International net sales (in M€)<br />
% International net sales / total net sales<br />
“The volume of activity realized at the international<br />
is the most significant. Indeed it maintains itself at 23%<br />
of net sales without including the extraordinary <strong>events</strong><br />
mentioned above, with especially an expansion in<br />
Belgium and Great Britain as well as the opening of our<br />
subsidiary in the United States of America.”<br />
Evolution of net sales from international activities (excluding<br />
Sydney impact and with constant scope) : + 30% in <strong>2001</strong><br />
Net consolidated group profit/(loss) and consolidated net earning’s per share<br />
0.24<br />
2.7<br />
1997<br />
0.39<br />
3.4<br />
0.43<br />
4.9<br />
0.71<br />
8.5<br />
0.77<br />
9.2<br />
1998 1999 2000 <strong>2001</strong><br />
Net consolitaded group income (M€)<br />
Consolitaded net eamings per shere (in €)<br />
Strong investment capacity for the years to come<br />
“Net group profit represents 3.91% of net sales,<br />
therefore a stable net margin compared to 2000 (3.95%).<br />
Net earnings per share is in progression compared<br />
to previous year, going from € 0.71 to € 0.77 per share,<br />
or +9%.”<br />
(Result for 2000 excluding Paris Expo capital gain<br />
and the effect due to the deconsolidation of Spain and<br />
Morocco).)<br />
157%<br />
Gearing<br />
97%<br />
93%<br />
57%<br />
22%<br />
1997 1998 1999 2000 <strong>2001</strong><br />
“Gearing is at 57%. The one for 2000 was exceptional<br />
due to Paris expo capital gain.<br />
This situation clearly demonstrates our investment<br />
capacity for the future.”
12 13<br />
Summarized Consolidated Financial Statements (in m€)<br />
Balance Sheets Assets<br />
Balance Sheets Liabilities<br />
12/31/01 12/31/00<br />
12/31/01 12/31/00<br />
Net Net<br />
Intangible assets 73.3 62.3<br />
Tangible assets 14.8 19.6<br />
Long term investments 2.9 2.9<br />
Rental equipment 53.4 46.1<br />
Current assets 90.2 89.7<br />
Cash and cash equivalents 12.2 28.5<br />
Total assets 246.8 249.1<br />
Shareholders' equity 83.5 77.6<br />
Minority interests 2.4 3.4<br />
Provisions for liabilities<br />
and charges 3.8 6.4<br />
Financial debts 59.8 46.2<br />
Current liabilities 97.3 115.5<br />
Total liabilities 246.8 249.1<br />
Income statements<br />
Cashflow Statement<br />
12/31/01 12/31/00<br />
Net consolidated<br />
(1)<br />
group profit 9.2 8.5 Cash & cash equivalents<br />
at year end 3.2 21.0<br />
12/31/01 12/31/00<br />
Proforma (1)<br />
Net sales 235.0 214.1<br />
Cash & cash equivalents<br />
Other operating income 14.0 9.6 at beginning of year<br />
Operating income 249.1 223.7<br />
21.0 8.4<br />
Raw materials used in production 26.5 25.4 Net cashflow excluding<br />
working capital mvts 24.6 24.3<br />
External charges 110.1 102.9<br />
Variation in working capital (25.8) 1.9<br />
Taxes and duties 5.2 5.0<br />
Net cash flow from<br />
Personnel expenses 68.0 52.1 operating activities (1.3) 26.2<br />
Depreciation and provisions 20.4 17.7<br />
Other operating expenses 1.8 1.8 Acquisition of assets (25.6) (20.9)<br />
Operating expenses 232.0 205.0 Disposal of assets 1.7 45.1<br />
Operating profit 17.0 18.7 Net cash flow from acq.<br />
and disposal of subsidiaries<br />
Net financial charge (2.7) (1.2)<br />
Income before<br />
Net cash flow from<br />
exceptional items 14.4 17.5 investing activities<br />
(5.1)<br />
(29.0)<br />
(20.3)<br />
3.9<br />
Exceptional profit/ (loss) 0.1<br />
(1)<br />
(2.2)<br />
Corporation tax 4.7<br />
(1)<br />
5.3 Increase in share capital 0.2 9.7<br />
Consolidated companies<br />
Paid dividends (3.5) (2.7)<br />
(1)<br />
profit 9.8 9.9 New loans 26.8 9.5<br />
Amortization of<br />
Repayment of loans (11.0) (34.2)<br />
acquired goodwill 0.2 0.1<br />
Net cash flow from<br />
Share in profit of companies<br />
financing activities<br />
conso. under equity method 0.0 0.1<br />
12.5 (17.7)<br />
(1)<br />
Net consolidated profit 9.7 9.8 Net increase (decrease)<br />
Minority interests (0.5) (1.2) in cash & cash equi (17.6) 12.6<br />
(1) Excluding exceptional items : Paris expo capital gain, deconsolidation of Polygone Maroc and Polygone Espagne.<br />
The decrease of the operating profit comes mainly from the short-term rental activity of structures which posted<br />
a rotation slow-down of its assets folowing the important investments made for the 2000 Sydney Olympic<br />
Games.
“<br />
satisfying clients<br />
is our sole concern<br />
”<br />
A daily challenge in a Group where each<br />
one of us works at times far away from<br />
the head office and where multiple cultures<br />
are appreciated, autonomy and reactivity,<br />
a shared evidence…
14 15<br />
Invest in the teams, contribute to individual evolution,<br />
share the information.<br />
2000<br />
1500<br />
1000<br />
1132<br />
1999<br />
Employees<br />
1819<br />
1504<br />
2000 <strong>2001</strong><br />
Holding 38<br />
Space & Decoration<br />
Structures & Grandstands<br />
Technology<br />
International<br />
198<br />
198<br />
203<br />
Furniture 292<br />
System 292<br />
Venue management 40<br />
Other services 99<br />
511<br />
Staff evolution<br />
The Group Générale Location is a source of<br />
opportunities in its sector. Moreover, its<br />
approach concerning staff training offers<br />
flexibility and programs always in relation with<br />
the different specialties and the various needs.<br />
The decisions in that matter are totally<br />
decentralized.<br />
A system of networking through intranet is being<br />
implemented. It already allows exchanges of<br />
information and experience through its e-mail, and<br />
offers greater mobility.<br />
This system lists job offers and work possibilities on<br />
projects outside of France.<br />
Operational organization around a project and rapid<br />
decision-making<br />
The Group proposes a global offer made of a multitude of different know-how, therefore the only way<br />
to manage properly is to consider each of the specialties and to proceed in tight network by business unit.<br />
Objective : mobilize our resources and adapt them to each client.<br />
The real cohesion within the Group, what really keeps the group together is a culture dedicated to<br />
servicing clients with the help of teams who are highly motivated and extremely reactive to carry each<br />
project through. This leads to a “daily success story”, and the word is not exaggerated.
“<br />
satisfying clients<br />
for the benefit of our<br />
shareholders is our main<br />
objective<br />
”<br />
The listing of Générale Location on the Second Marché was not a<br />
short-term decision, but came about after a thorough thinking<br />
process which considered it as a long-term enterprise and a mean<br />
to accelerate the Group’s development.<br />
The proof is an increased availability of the shares on the<br />
market, from 22% at the end of 2000 to 25% at the end of <strong>2001</strong><br />
and already 27% in April 2002.<br />
26.8%<br />
Number of shares<br />
11 977 695<br />
7.8 %<br />
EUROCLEAR code 6667<br />
BLOOMBERG Code <strong>GL</strong>O FP<br />
REUTERS Code <strong>GL</strong>TN.PA<br />
FTSE nomenclature 581<br />
e-mail : infors@generale-location.fr<br />
Internet web site : www.generale-location.com<br />
(Heading : Financial data)<br />
65.4%<br />
Public<br />
Groupe Polygone<br />
Banque of Vizille
16 17<br />
The share’s integration in the SBF 250 index in April 2002 is a proof of its liquidity.<br />
In order to increase the share’s liquidity, the last <strong>Annual</strong> General Meeting in June <strong>2001</strong>,<br />
decided the multiplication by five of the number of shares by dividing the nominal value.<br />
Moreover, the share capital was converted into Euros. As a result the share capital today is equal<br />
to € 47 870 780 divided in 11 967 695 shares of €4 each.<br />
6 000 K€<br />
30 €<br />
5 000 K€<br />
25 €<br />
4 000 K€<br />
20 €<br />
3 000 K€<br />
15 €<br />
2 000 K€<br />
10 €<br />
1 000 K€<br />
0 K€<br />
oct-00<br />
nov-00<br />
dec-00<br />
jan-01<br />
feb-01<br />
mar-01<br />
apr-01<br />
may-01<br />
jun-01<br />
jul-01<br />
Trading volume in K€ (monthly total)<br />
Share price in € (monthly average)<br />
aug-01<br />
sept-01<br />
oct-01<br />
nov-01<br />
dec-01<br />
jan-02<br />
feb-02<br />
mar-02<br />
apr-02<br />
5 €<br />
0 €<br />
The Board of Directors will propose to the <strong>Annual</strong> General Meeting a payment of dividend of<br />
€ 0.28 gross per share (excluding tax credit) and taking into account the multiplication by five<br />
of the number of shares.<br />
For 2002, our financial information schedule is as follows :<br />
EVENTS<br />
6 March 2002 Information meeting<br />
<strong>2001</strong> annual results<br />
7 May 2002 Press release<br />
1st quarter 2002 sales<br />
20 June 2002 <strong>Annual</strong> General Meeting<br />
27 June 2002 Distribution of dividends<br />
1 August 2002 Press release<br />
2nd quarter 2002 sales<br />
11 September 2002 Financial information on line<br />
First half 2002 sales<br />
12 September 2002 Information Meeting / First half 2002 sales<br />
15 October 2002 Forum Investir : Presentation of the company,<br />
development in process, prospects<br />
7 November 2002 Press release<br />
3rd quarter 2002 sales<br />
10 December 2002 Forum Investir : Presentation of the company,<br />
development in process, prospects<br />
You will also find the <strong>events</strong> which Générale Location has decided to attend in order to present the company. The<br />
schedule may therefore be modified.
Picture by : MCO-SPORTS<br />
“<br />
a development<br />
strategy<br />
supported by<br />
a unique<br />
positioning<br />
”<br />
A well-distributed activity portfolio (%)<br />
8<br />
26<br />
10<br />
33<br />
13<br />
28<br />
Beach Volley<br />
66<br />
57<br />
59<br />
Fittings / Museum fittings<br />
Events<br />
Shows / Exhibitions<br />
1999<br />
2000<br />
<strong>2001</strong>
18 19<br />
G<br />
énérale Location confirms its unique<br />
position in that it provides a global offer<br />
for the <strong>events</strong> business from the initial<br />
concept all the way to final delivery.<br />
With a large range of complementary knowhow,<br />
placing it as an assembler able to<br />
coordinate multiple techniques, the Group<br />
contributes to the success of grand-scale<br />
projects.<br />
Energized by a strong commercial dynamism,<br />
Générale Location maintains close ties with its<br />
clients, directly or via prescribers. Its size and<br />
reputation as well as its capacity to be present<br />
at all <strong>events</strong>, give the company a significant<br />
edge over the competition when it comes to<br />
responding to calls for tender.<br />
Générale Location develops a culture of service<br />
and offers large flexibility, felt in its great<br />
reactivity and strict respect of deadlines. By<br />
supplying customized solutions to meet clients’<br />
needs, the Group provides them with efficient<br />
assistance on their national and international<br />
markets.<br />
Générale Location has on hand powerful<br />
logistics, in-house design offices and its own<br />
sites totally dedicated to the production of<br />
modular elements, temporary structures, and<br />
furniture.<br />
The development in constant progression of its<br />
sales activity of equipment reinforces its<br />
capacity to intervene.<br />
With an important investment capacity due to<br />
low gearing, Générale Location plans to pursue<br />
its expansion by increasing its network both in<br />
France and outside France.<br />
The Group shows strong dynamism when it<br />
comes to internal growth whilst displaying an<br />
already well-proven capacity to integrate<br />
external companies and taking full advantage of<br />
the organizational and commercial synergies.<br />
Générale Location which took control of about<br />
twenty companies in the past ten years, plays<br />
the role of federator in the sectors it evolves.<br />
Supported by multiple tools, the Group is in a<br />
position to optimize its portfolio of activities, by<br />
addressing markets with strong potential. The<br />
variety of the sectors where it is present, the<br />
wide geographical network, and the large<br />
diversity of its clientele protect the Group from<br />
crisis in a particular economic sector or a<br />
specific world area.
Board of Directors<br />
Chairman - Chief Executive Officer : Olivier GINON<br />
Director – Vice President : Olivier ROUX<br />
Director – Managing Director : Gilles GOUEDARD-COMTE<br />
Director - André PERRIER<br />
4 5 6 7<br />
1 2 3<br />
Executive Committee<br />
Olivier Ginon<br />
Olivier Roux<br />
Gilles Gouedard-Comte<br />
Erick Rostagnat<br />
Daniel Chapiro<br />
Damien Bertrand<br />
Catherine Perrin<br />
1<br />
2<br />
3<br />
4<br />
5<br />
6<br />
7<br />
Olivier GINON - Chairman - Chief Executive Officer<br />
Olivier ROUX – Director - Vice-President<br />
Gilles GOUEDARD-COMTE – Director - Managing Director<br />
Erick ROSTAGNAT – Chief Financial Officer – Investor Relations<br />
Damien BERTRAND - Marketing Director – Manager of Space & Decoration<br />
Daniel CHAPIRO – Group Controller – Manager of Venue Management<br />
Catherine PERRRIN – Director of Human Resources<br />
Auditors<br />
Statutory<br />
Auditors<br />
André FLUCHAIRE<br />
Jean-Paul SIMOENS<br />
Substitutes<br />
HLB ORFIS<br />
Michel MAZA
20 21<br />
Table of Contents<br />
1 Person responsible for the reference document and statements P. 22<br />
1.1 Person responsible for the reference document P. 22<br />
1.2 Statement issued by the person in charge P. 22<br />
1.3 Persons responsible for the accounts inspection P. 22<br />
1.4 Auditor’s statement regarding the reference document P. 23<br />
1.5 Person responsible for the financial information P. 23<br />
2 General information regarding Générale Location and its share capital P. 24<br />
2.1 General information regarding Générale Location P. 24<br />
2.2 General information regarding Générale Location’s share capital P. 26<br />
2.3 Dividends P. 30<br />
2.4 Market for Générale Location‘s shares P. 31<br />
2.5 Financial communication P. 32<br />
3 Information regarding Générale Location‘s activity,<br />
recent development and future projects P. 33<br />
3.1 General presentation of the activity P. 33<br />
3.2 Development history P. 33<br />
3.3 Générale Location‘s markets P. 35<br />
3.4 Générale Location‘s offer P. 37<br />
3.5 Risk analysis P. 41<br />
3.6 Litigations and exceptional facts P. 43<br />
3.7 Objectives and prospects P. 43<br />
4 Financial situation and results P. 45<br />
4.1 Management <strong>report</strong> and corporate documents P. 45<br />
4.2 Consolidated financial statements P. 59<br />
4.3 Auditor’s Report on the Consolidated Financial Statements<br />
for the (12 month) period ended 31 December <strong>2001</strong> P. 88<br />
4.4 Financial Statements (corporate accounts) of the holding company Générale Location<br />
(only in the French version)<br />
4.5 Auditor’s Report on the Corporate Accounts<br />
(only in the French version)<br />
4.6 <strong>Annual</strong> General Meeting of 20 June 2002 : draft of the proposed resolutions P. 89<br />
5 Organs of administration, direction and control P. 93<br />
5.1 Board of Directors P. 93<br />
5.2 Managing directors’ financial interests in the capital of Général Location P. 95<br />
5.3 Personnel profit sharing P. 97
1<br />
1. Person responsible<br />
for the reference document and statements<br />
1-1<br />
Person responsible for the reference document<br />
Mr. Olivier GINON<br />
Chairman and Chief Executive Officer<br />
1-2<br />
Statement by the person in charge<br />
" To the best of our knowledge, the elements of the present reference document are in compliance with the truth ;<br />
they include all the information deemed necessary for investors to help them acquire a sound judgment concerning<br />
the assets, the activity, the financial position, the results and the prospects of the company. No omission has been<br />
made as to alter the significance of the information".<br />
Lyon, 12 June 2002<br />
Chairman of the Board of the Directors<br />
Mr. Olivier GINON<br />
1-3<br />
Persons in charge of the accounts inspection<br />
Date of first appointment<br />
Term of office expiring at (General<br />
Shareholders’ Meeting held to examine<br />
the financial statements ended on)<br />
Statutory auditors :<br />
Mr. André FLUCHAIRE 26 December 1989 31 December <strong>2001</strong><br />
(HLB ORFIS SA)<br />
149, boulevard Stalingrad<br />
69100 VILLEURBANNE<br />
Mr. Jean-Paul SIMOENS 14 June 1996 31 December <strong>2001</strong><br />
302, rue Garibaldi<br />
69007 LYON<br />
Alternate statutory auditors :<br />
HLB ORFIS SA 14 June 1996 31 December <strong>2001</strong><br />
149, boulevard Stalingrad<br />
69100 VILLEURBANNE<br />
Mr. Michel MAZA 14 June 1996 31 December <strong>2001</strong><br />
102, route de Paris<br />
69280 CHARBONNIERES
22 23<br />
1-4<br />
Auditors‘ statement regarding<br />
the reference document<br />
As auditors of Générale Location accounts and in compliance with the regulation COB 98-01, we have examined the<br />
financial and accounting information contained in this reference document and performed all the procedures that<br />
we considered necessary, in accordance with professional standards in force in France.<br />
This reference document has been established under the responsibility of the Chairman of the Board of Directors and<br />
as such we can testify to the fairness of the information it contains in relation with the financial situation and the<br />
accounts.<br />
In compliance with the professional standards applicable in France, our mission consisted of evaluating the fairness<br />
of the information concerning the financial situation and the accounts, to verify their compliance with the accounts<br />
included in the <strong>report</strong>. Our mission required from us to read the additional information contained in the reference<br />
document, in order to identify if there may be possible significant discrepancies with the information concerning the<br />
financial situation and the accounts, and to point out information openly erroneous which would have stricken us<br />
based on our general knowledge of the company acquired within the framework of our mission. Since all provisional<br />
data resulted from a structured development process of elaboration, this reading took into account the hypotheses<br />
adopted by the directors and their translation into numbers.<br />
We have audited the financial statements and the consolidated accounts for the years ended 31 December 1999,<br />
2000 and <strong>2001</strong> decided by the Board of Directors, according to the professional standards applicable in France, and<br />
certify to them without reserve or observation.<br />
We have no comments to make concerning the fairness of the financial and accounting information presented in<br />
this reference document.<br />
Lyon, 12 June 2002<br />
The Statutory Auditors<br />
M. André Fluchaire M. Jean-Paul Simoëns<br />
1-5<br />
Person in charge of the financial information<br />
Erick ROSTAGNAT<br />
Chief Financial Officer – Investor Relations<br />
GENERALE LOCATION ; Route d’Irigny – 69530 BRIGNAIS<br />
Tel. : 04 72 31 54 20 – Fax : 04 72 31 54 95<br />
Web site : www.generale-location.com<br />
e-mail : info@generale-location.fr
2<br />
General Information regarding<br />
Générale Location and its share capital<br />
2-1<br />
General information<br />
regarding Générale Location<br />
Share capital<br />
Corporate name and registered office : GENERALE LOCATION<br />
Route d’Irigny – Zone Industrielle – 69530 BRIGNAIS<br />
Nationality : French<br />
Legal form : Corporation under French law.<br />
Trade registration number : 351 571 757 RCS LYON – Code APE : 741 J<br />
Activity :<br />
The company’s objects are :<br />
The acquisition of interest in all established or future<br />
firms, companies, trade associations, (G.I.E.), whether<br />
French or foreign, by all means, in particular, by<br />
contribution, subscription or purchase of shares or shares<br />
in partnership, merger, etc.<br />
All financial, personal and real estate transactions which<br />
may be directly or indirectly related to the corporate<br />
purpose and all similar or related objects;<br />
All administrative, advisory and other services and<br />
research and development activities;<br />
The organization, communication, management, general<br />
installation and fittings of exhibitions, shows, fairs,<br />
public or private <strong>events</strong>, whether national or<br />
international, training;<br />
The design, manufacture, rental, installation and fittings<br />
of stands, floor coverings, floral decoration, decoration<br />
of all premises and of exhibitions, signage, museum<br />
fittings, stage design, furniture, furnishings equipment<br />
and accessories, power supply, lighting systems,<br />
illuminated signs, heating, air-conditioning, sound<br />
system, filming and broadcasting of film, and of high<br />
power video projection on all media, video walls –<br />
multimedia, temporary structures, grandstands,<br />
exhibition equipment, and more generally all products,<br />
processes and companies, related to these <strong>events</strong> as well<br />
as their advertising and promotion in any form<br />
whatsoever.<br />
It may act directly or indirectly and carry out all these<br />
operations on its own behalf or on behalf of third parties<br />
and either alone, in a joint venture, partnership or<br />
grouping or companies with any other persons or<br />
companies and carry them out in any form whatsoever.<br />
It may also take all interests and holdings all companies<br />
and businesses, regardless of their corporate objects.<br />
Financial year<br />
Each year covers a period of twelve months from 1 January to 31 December.<br />
<strong>Annual</strong> Meetings (articles 22 and 23 of the statutes)<br />
The Board of Directors shall convene Shareholders‘<br />
Meetings. If it fails to do so, the Statutory Auditors or any<br />
other person legally authorized for this purpose may call<br />
these meetings.<br />
Notably one or several shareholders, representing at least<br />
the required share of the authorized capital and acting in<br />
accordance with the conditions and within the time limits<br />
defined by law, may request by registered mail with<br />
acknowledgement of receipt, that draft resolutions be<br />
entered on the meeting agenda.<br />
The procedures and time limits for issuing notices of<br />
meeting are governed by law. The notice to attend must<br />
indicate the place of meeting which may be the registered<br />
office, or any other place, as well as list the meeting<br />
agenda.<br />
All shareholders have the right to attend the General<br />
Meetings and to take part in decisions in person or by<br />
proxy, regardless the number of shares owned, upon<br />
simple proof of identity, as long as due payments on their<br />
securities have been paid in full and that they have been<br />
registered in account in their name at least five days<br />
before the date of the meeting.<br />
All shareholders may vote by mail using a form which they<br />
can request to have sent to them according to the<br />
conditions specified in the notice to attend the General<br />
Meeting.<br />
A shareholder may also be represented in accordance with<br />
the conditions established by the current regulation,<br />
provided that the proxy is himself a shareholder. He can<br />
also be represented by his spouse.<br />
The right to attend Meetings or to be represented is<br />
subject to either the registration of the shareholder with<br />
shares being recorded in the company’s registry, or to the<br />
deposit at the place indicated in the notice to attend of<br />
certificates delivered by authorized intermediaries<br />
testifying to the unavailability until the date of the
24 25<br />
General Meeting of bearer shares registered in account<br />
held by them. These formalities must be carried out no<br />
later than five days before the General Meeting is held.<br />
The Board of Directors can, however, shorten or eliminate<br />
these deadlines.<br />
The bearers of registered shares shall be admitted to<br />
meetings on simple proof of identity ; the owners of<br />
bearer shares shall be admitted on proof that they filed<br />
certificates as provided above.<br />
Admission to the Meeting shall be open to any registered<br />
shareholders on simple proof of identity. The Board of<br />
Directors may, however, if it deems so necessary, remit<br />
personal admission cards bearing the shareholder’s name<br />
to shareholders.<br />
Rights to vote (article 25 of the statutes)<br />
At General Meetings, each member of the meeting shall<br />
have as many votes as the shares he owns or represents<br />
without limitation. However, a double right to vote<br />
compared to that granted to other shares, considering<br />
the portion of capital they represent, shall be allocated<br />
to all shares paid in full and with proof of registration<br />
of at least three years in the name of the same<br />
shareholder.<br />
In case of capital increase by capitalization of reserves,<br />
or by exchange of shares when shares are pooled or<br />
divided, the double right to vote shall be allocated to<br />
shares granted by reason of registered shares, provided<br />
that such shares have been kept in registered form as<br />
from allocation thereof. This double right to vote shall<br />
be granted at the end of a three year period as from<br />
registration in registered form of the shares by reason<br />
of which they were allocated.<br />
The merger or the break-up of the Company shall have<br />
no impact on the double right to vote which may be<br />
exercised within the beneficiary company if its articles<br />
of association instituted a double right to vote.<br />
Appropriation of the earnings (article 28 of the statutes)<br />
On the profits of the financial year, reduced if the case<br />
may be by previous losses, a deduction of at least one<br />
twentieth, thereof shall be set aside to form a reserve<br />
fund known as “legal reserve” limited to one tenth of<br />
the authorized capital. The legal reserve shall be funded<br />
when, for any reason whatsoever, the said fund falls<br />
below this fraction of the authorized capital.<br />
The distributable profits shall be comprised of the<br />
profits of the financial year less any previous losses and<br />
sums set aside in reserve in application of the law or<br />
articles of association and increased by the retained<br />
earnings.<br />
On this profit, the Meeting shall set aside any sums that<br />
it deems appropriate so as to fund any optional,<br />
ordinary or extraordinary reserve funds or to carry<br />
forward.<br />
The balance, if any, shall be allocated between all the<br />
shares in proportion to the paid up and unredeemed<br />
amount thereof.<br />
However, except when the capital is reduced, no<br />
payment may be made to shareholders when the equity<br />
capital falls or as a result thereof falls below the<br />
amount of the authorized capital, increased by reserves<br />
which pursuant to the law or articles of association<br />
cannot be distributed.<br />
The General Meeting may decide to distribute sums<br />
drawn from the reserves at its disposal. In this case, the<br />
decision shall expressly specify the reserve accounts<br />
from which the deductions were drawn.<br />
Losses, if any, once the financial statements have been<br />
approved by the General Meeting, shall be posted in a<br />
special account under liabilities on the balance sheet so<br />
that they may be charged.<br />
Threshold crossing (article 12 of the statutes)<br />
On top of the obligation to inform the company when<br />
acquiring certain fractions of rights to vote attached to<br />
the capital, any natural or legal shareholder acquiring<br />
or controlling directly or indirectly, or even together<br />
with other shareholders in accordance with the law, 2.5 %<br />
at least of the capital and/ or rights to vote of the<br />
company, must inform the company by registered letter<br />
with acknowledgment of receipt within the 15 days of<br />
the threshold crossing and indicate whether the shares<br />
are owned or not on behalf, under the control or<br />
together with other natural or legal persons. This<br />
procedure must be renewed with every acquisition of<br />
each additional fraction of 2.5 % of the capital and/ or<br />
rights to vote up to the threshold of 50 % of the<br />
capital.<br />
Place where the legal documents and information concerning the company can be consulted :<br />
at the registered office of the company : Route d’Irigny – Zone Industrielle – 69530 BRIGNAIS
2<br />
General Information regarding<br />
Générale Location and its share capital<br />
2-2<br />
General Information regarding the share capital<br />
of Générale Location<br />
Authorized Capital<br />
After the capital increase of FRF 330 000 corresponding to<br />
the creation of 3 300 shares following the taking up of<br />
stocks requested by six employees during the course of the<br />
first six-month of <strong>2001</strong>, on the 15th of June <strong>2001</strong>, time of<br />
the <strong>Annual</strong> General Meeting, the authorized capital<br />
amounted to FRF 239 353 900, divided in 2 393 539 shares<br />
of FRF 100 per share , all paid-up and of the same class<br />
except for the shares created and nontransferable until the<br />
15th of January 2004.<br />
Moreover, 2/3 of the 118 989 shares created on 29<br />
September 2000 (and given to the majority shareholders of<br />
the company SF Protection as remuneration for part of the<br />
shares they held in this company), are by convention nontransferable<br />
for two years.<br />
The Mixed <strong>Annual</strong> General Meeting of 15 June <strong>2001</strong> has decided the following :<br />
● the division by 5 of the nominal value of the<br />
2 393 539 shares of FRF 100 per share, via an<br />
exchange of the said shares for 11 967 695 shares<br />
of FRF 20 per share,<br />
● the conversion of the share capital of the amount<br />
of € 36 489 266.82, the nominal value of the shares<br />
coming to € 3.04898,<br />
● the capital increase of an amount of € 10 863 54.44<br />
through the incorporation of this sum indicated<br />
under the item "Share premium",<br />
● the capital increase of an amount of € 517 972 .74<br />
through the incorporation of this sum deducted<br />
from the account "Other Reserves",<br />
● the € 4 increase, as a result of these incorporations,<br />
of the nominal value of the 11 967 695 shares<br />
making up the capital.<br />
The authorized capital, as a result, comes to € 47 870 780 , divided in 11 967 695 shares of € 4 per share, 16 500<br />
shares held by the employees having taken up their options being non-transferable until the 15 January 2004, and<br />
396 630 shares, that is 2/3 of the 594 945 shares held by ex majority shareholders of the company SF PROTECTION<br />
being non-transferable until 29 September 2002.<br />
The Extraordinary General Meeting of 3 October 1998 authorized the Board of Directors at<br />
its meeting of 4 March 2002 to :<br />
● certify the declaration of their options for subscription of shares by three employees on 20 November <strong>2001</strong>, on<br />
2 December <strong>2001</strong> and on 22 February 2002<br />
● certify the payment made by these three employees the 28 November <strong>2001</strong>, 26 December <strong>2001</strong> and 1 March 2002<br />
● certify as a result the capital increase for an amount of € 50 000 per creation of 12 500 shares of a nominal value<br />
of € 4 per share.<br />
Following the Board of Directors of 4 March 2002,<br />
850 options for subscription of shares were taken up.<br />
The authorized capital was thus increased by € 3 400.<br />
The Board of Directors will proceed with the<br />
modification of the statutes at a future meeting.<br />
As of today the capital is fixed at € 47 924 180,<br />
divided in 11 981 045 shares of € 4, the 12 500<br />
shares held by the employees having taken up their<br />
options in November <strong>2001</strong>, December <strong>2001</strong> and<br />
February 2002 being non-transferable until 15<br />
January 2004, the shares subscribed at the time of<br />
the taking-up of options which occurred after<br />
4 March 2002 being non-transferable until 28 February<br />
2005.<br />
GENERALE LOCATION shares are listed on the Second<br />
Marché of Paris Bourse with a mention in LYON.<br />
Shares giving access to authorized capital<br />
There are no shares giving access to authorized capital.
26 27<br />
Options for subscription of shares<br />
The Extraordinary General Meeting of 3 October 1998<br />
authorized the Board of Directors to issue 100.000<br />
options for subscription of shares for the benefit of the<br />
group’s employees. Considering the division by five of<br />
the nominal value of the share, the number of shares to<br />
be issued was carried upward to 500 000.<br />
Plan n°1 Plan n° 2 Plan n° 3 Plan n° 4 Plan n° 5<br />
99-1 99-2 00-1 00-2 01-1<br />
Date of the General Meeting having 3 Oct. 1998 3 Oct. 1998 3 Oct. 1998 3 Oct. 1998 3 Oct. 1998<br />
granted the authorization to issue options<br />
Date of the Board of Directors 15 Jan. 1999 30 Oct. 1999 29 Feb. 2000 21 Nov. 2000 22 Oct. <strong>2001</strong><br />
Total number of shares which can<br />
possibly be subscribed<br />
- before the division of the nominal 43 300 4 000 36 700 5 000 11 000<br />
- after the division of the nominal 216 500 20 000 183 500 25 000 55 000<br />
with the number of shares which can<br />
possibly be subscribed by the members<br />
of the executive committee<br />
(in its current composition)<br />
- before the division of the nominal 16 000 2 000 18 300 3 820<br />
- after the division of the nominal 80 000 10 000 91 500 19 100<br />
Number of concerned directors 5 1 6 - 6<br />
Starting date of the exercising of options 15 Jan. <strong>2001</strong> 30 Oct. <strong>2001</strong> 28 Feb. 2002 21 Nov. 2002 22 Oct. 2003<br />
Date of expiration<br />
(end of the period of unavailability) 15 Jan. 2004 30 Oct. 2004 28 Feb. 2005 21 Nov. 2005 22 Oct. 2005<br />
Price of subscription in €<br />
- before the division of the nominal 25.70 36.97 58.46 106.80 42.25<br />
- after the division of the nominal 5.14 7.39 11.69 21.36 8.45<br />
Number of subscribed shares<br />
- before the division of the nominal 5 800 170<br />
- after the division of the nominal 29 000 850<br />
The Mixed General Meeting of 10 December <strong>2001</strong><br />
authorized the Board of Directors to issue a global<br />
amount of 120 000 options for subscription or purchase<br />
of shares for the benefit of the employees of GENERALE<br />
LOCATION and the Group. The Board of Directors has<br />
not used this authorization granted by the General<br />
Meeting.<br />
Authorized capital not issued<br />
The Extraordinary General Meeting of 3 October 1998<br />
authorized the Board of Directors to issue all types of<br />
transferable securities with the maintain and/ or the<br />
abolition of the preferential right for subscription for<br />
an amount of 100 million French Francs at most. The<br />
Extraordinary General Meeting of 18 January 2000 carried<br />
this authorization upward to 130 million French Francs.<br />
(or K€ 19 818).<br />
The Board of Directors did not make use of the authorizations granted by the <strong>Annual</strong> General<br />
Meetings mentioned above.
2<br />
Evolution of the capital of Générale Location<br />
Variation of capital<br />
Date Nature of the operation Issuance in cash Incorpor. Progressive Nominal<br />
or in kind of reserves amount Number of shares value<br />
compensat. of capital<br />
by debts<br />
Nominal Premium Issued Cumulated<br />
31 Jul. 1989 Creation of the company 250.000 - 250.000 2.500 2.500 100 F<br />
26 Dec. 1989 Contribution in kind 167.000.000 - 167.250.000 1.670.000 1.672.500 100 F<br />
3 Oct. 1998 Contribution in kind 3.275.000 2.947.500 170.525.000 32.750 1.705.250 100 F<br />
19 Nov. 1998 Conversion of convertible bonds 25.000.000 - 195.525.000 250.000 1.955.250 100 F<br />
25 Nov. 1998 Capital increase 31.600.000 20.540.000 227.125.000 316.000 2.271.250 100 F<br />
in cash (1)<br />
29 Sep. 2000 Contribution in kind (2) 11 898 900 51 235 152 (3) 239 023 900 118 989 2 390 239 100 F<br />
1 st semester Exercising of options 330 000 (4) 226 314 239 353 900 3 300 2 393 539 100 F<br />
<strong>2001</strong><br />
15 Jun. <strong>2001</strong> Division of the nominal 239 353 900 11 967 695 20 F<br />
value by five<br />
Conversion in Euros 36 489 266.82 11 967 695 3.0489 €<br />
of the capital<br />
Capital increase 10 863 540,44 47 352 807.26 11 967 695 3.9567 €<br />
(5)<br />
Capital increase 517 972,74 47 870 780 11 967 695 4 €<br />
(6)<br />
4 th quarter. Exercising of options 50 000 (7) 14 250 (7) 47 920 780 12 500 11 980 195 4 €<br />
<strong>2001</strong><br />
& 1 st quarter Capital increase<br />
2002 certified by the Board<br />
of Directors<br />
of 4 March 2002<br />
Exercising of options 3 400 6 536,50 47 924 180 850 11 981 045 4 €<br />
after 4 March 2002<br />
(1) Listing on the stock market (Paris Bourse)<br />
(2) The General Meeting of 29 September 2000 voted this capital increase in order to provide remuneration in part for the ex-majority shareholders of the company SF<br />
Protection.<br />
(3) In resolution n°10 of the <strong>Annual</strong> General Meeting of 29 September 2000 ; it was concluded that acquired expenses accounting to 1.5 mF could be charged against the<br />
capital increase for a total of F 868 315 (€ 132 374). After incorporation of these costs, the initial contribution premium was reduced from F 52 103 467 to F 51 235 152.<br />
(4) Exercising of options by six employees in March and June <strong>2001</strong>.<br />
(5) Incorporation of the sums under the item " Share Premium " (in Euros)<br />
(6) Incorporation of the sums under the item " Other reserves " (in Euros)<br />
(7) In Euros<br />
Breakdown of the capital and voting rights<br />
At 31 March 2002, the total number of voting rights came to : 20 758 888.<br />
To the best of the company’s knowledge, at 31 March 2002, the capital is distributed as follows :<br />
Number of shares % of capital % voting rights<br />
Groupe Polygone (1) 7 744 844 64.64 74.50<br />
Banque de Vizille 927 795 7.74 8.94<br />
Legal representatives of<br />
Générale Location<br />
- Olivier Ginon 18 865 0.16 0.17<br />
- Olivier Roux 17 875 0.15 0.17<br />
- Gilles Gouedard-Comte 4 250 0.04 0.02<br />
- André Perrier 4 120 0.03 0.02<br />
Public 3 263 296 27.24 16.18<br />
TOTAL 11 981 045 100.00 100 %
28 29<br />
(1) Groupe POLYGONE is a holding company controlled at 69.01 % by the company POLYGONE SA which capital<br />
breakdown is as follows :<br />
- Mr. Olivier GINON with 68.1 % of the capital,<br />
- Mr. Olivier ROUX with 25.85 % of the capital,<br />
- Mr. Xavier GINON with 5.03 % of the capital,<br />
- Mr. Gilles GOUEDARD-COMTE with 1.02 % of the capital.<br />
The remaining 30.99 % of the capital of GROUPE<br />
POLYGONE is directly owned by Mr. Olivier GINON with<br />
5.69 %, by Mr. Olivier ROUX with 3.55 %, by Mr. Xavier<br />
GINON with 2.46 %, by Mr. Gilles GOUEDARD-COMTE<br />
with 0.69 %, by the COMPAGNIE DU PLANAY with<br />
14.54 %, by the Banque de Vizille with 3.57 % and by<br />
various physical persons with 0.47 %.<br />
The COMPAGNIE DU PLANAY is a holding company<br />
controlled at 99.99 % by M. Gilles GOUEDARD COMTE.<br />
To the best of the company’s knowledge, there are no<br />
shareholders besides those mentioned above who<br />
directly or indirectly holds 5 % of the capital or voting<br />
rights.<br />
Shares owned directly by Générale Location<br />
At 31 December <strong>2001</strong>, GENERALE LOCATION did not hold any shares giving it self control.<br />
Self held shares<br />
As part of : a) the shares buy-back program authorized<br />
by the General Meeting of 9 June 2000 and which<br />
ended on 9 December <strong>2001</strong> (information note certified<br />
by the COB n°00-833 of 19 May 2000) and b) the shares<br />
buy-back program authorized by the General Meeting<br />
of 10 December <strong>2001</strong>(information note n° 01-1338 of<br />
21 November <strong>2001</strong>), GENERALE LOCATION, in order to<br />
regulate the company’s share price, carried out the<br />
following operations :<br />
Holding Purchases from 1 Jan Sales from 1 Jan Holding Total<br />
at 1 Jan <strong>2001</strong> <strong>2001</strong> to 31 May 2002 <strong>2001</strong> to 31 May 2005 at 31 May 2002 holding<br />
at<br />
1 2 1 2 1 2 1 2<br />
31May 02<br />
Number of shares<br />
- before division of the nominal 651 2 033 950 6 521 7 712.5<br />
- after division of the nominal 37 102 50 743 42 005 43 550.5 3 102 11 400 14 502<br />
Average share price in € (1) 22.28 23.60 16.14 18.42 16.56 18.85 16.97 19.93 19.30<br />
Value of purchase price 72 527 239 894 675 583 1 535 205 695 475 1 547 886 52 636 227 214 279 850<br />
Nominal value<br />
- before division of the nominal<br />
(in Francs) 100 F 100 F 100 F 100 F 100 F 100 F<br />
- after division of the nominal<br />
and conversion in euros 4 € 4 € 4 € 4 € 4 € 4 €<br />
Percentage in capital 0.03% 0.09% 0.03% 0.10% 0.12%<br />
Col. 1 : Self held shares<br />
Col. 2 : Liquidity contract up to the GENERALE LOCATION share of 50%<br />
(1) The number of exchanged shares before the division of the nominal was multiplied by five for the calculation of the<br />
average share price.<br />
The negotiation fees spent for the operations mentioned above and performed within the framework of the liquidity<br />
contract came to 21 343 Euros.<br />
Non-transferable shares<br />
It is reminded that 118 989 shares were created on 29<br />
September 2000 and given to the ex majority<br />
shareholders of the company SF Protection to pay them<br />
in part for the contribution of their shares in this<br />
company.<br />
Considering the division by five of the nominal value of<br />
the stock operated by the Mixed General Meeting of 15<br />
June <strong>2001</strong>, these 118 989 shares were exchanged for<br />
594 945 shares. At the end of the convention binding<br />
the contributors to GENERALE LOCATION, two third of<br />
these shares (or 396 630 shares after division of the<br />
nominal value) are non-transferable for a duration of<br />
two years which will come to an end on 29 September<br />
2002.
2<br />
Thresholds crossing<br />
Due to the provisions of the article 25 of GENERALE<br />
LOCATION’s statutes, the shares created through<br />
conversion of convertible bonds at the Extraordinary<br />
General Meeting of 19 November 1998, and since then<br />
left registered in nominative account, have acquired<br />
the right for double voting as of the 19th of November<br />
<strong>2001</strong>.<br />
As a result, the Banque de Vizille which in 2000 had<br />
crossed downwards the 5% threshold of voting rights,<br />
owner at 31 December 2000 of 185 559 shares and of<br />
as many voting rights, (927 795 shares and as many<br />
voting rights after the division by five of the nominal<br />
value), on 19 November <strong>2001</strong> crossed upwards the 5 %<br />
threshold of voting rights by going from 4.89% to<br />
8.94%.<br />
Modifications which occurred in the distribution of the capital in the last three years<br />
As a result of the variations described in the table found<br />
in “Evolution of the capital of the company GENERALE<br />
LOCATION” above, the following modifications in the<br />
distribution of the capital :<br />
% of capital<br />
(at 31 December of each year) 1999 2000 <strong>2001</strong><br />
Groupe Polygone 72.68 % 65.57 % 65.49 %<br />
Banque de Vizille 8.81 % 8.06 % 7.75 %<br />
Other shareholders 18.51 % 26.37 % 26.77 %<br />
% of voting rights<br />
(at 31 December of each year) 1999 2000 <strong>2001</strong><br />
Groupe Polygone 84.16 % 79.11 % 75.11 %<br />
Banque de Vizille 5.11 % 4.89 % 8.95 %<br />
Other shareholders 10.73 % 16.00 % 15.94 %<br />
Shareholders‘ agreement<br />
There is no shareholders‘ agreement.<br />
Collaterals, guarantees and sureties<br />
No Générale Location share has been used as collaterals or guarantees.<br />
Commitment at the time the Company was listed<br />
No commitment was taken at the time the Company was listed.<br />
2-3<br />
Dividends<br />
For all The table takes into account the division by five of the nominal value decided upon on 15 June <strong>2001</strong> for all five<br />
years.three years, the table takes into account the division by five of the nominal value decided upon on 15 June <strong>2001</strong>.<br />
Net dividend Tax credit Gross dividend<br />
Years per share per share per share<br />
€ € €<br />
Ended on 31 December 1996 0.11 0.05 0.16<br />
Ended on 31 December 1997 0.15 0.07 0.22<br />
Ended on 31 December 1998 0.10 0.05 0.15<br />
Ended on 31 December 1999 0.20 0.10 0.30<br />
Ended on 31 December 2000 0.28 0.14 0.42
30 31<br />
2-4<br />
Market for Générale Location’s shares<br />
Générale Location’s shares are currently listed on the<br />
Second Marché of Paris Bourse. Since its first listing on<br />
the 25th of November 1998, the share prices have<br />
changed as follows, being precise that all the data in<br />
this table take into account the division by five of the<br />
nominal value of the share which occurred on the 15th<br />
of June <strong>2001</strong> :<br />
Years Share price Number of Transaction volumes Highest price Lowest price<br />
in Euros traded shares in Euros in Euros in Euros<br />
(annual average)<br />
(annual total)<br />
1998 5.36 1 177 100 6 310 596 5.64 5.03<br />
1999 6.56 1 513 590 9 928 688 13.18 4.38<br />
2000 18.52 1 755 475 32 515 680 24.80 10.80<br />
Month Share price Number of Transaction volumes Highest price Lowest price<br />
in Euros traded shares in Euros in Euros in Euros<br />
(monthly average)<br />
(monthly total)<br />
2000<br />
October 21.84 119 900 2 619 180 22.98 20.80<br />
November 22.92 81 750 1 873 370 23.60 21.80<br />
December 23.42 79 980 1 872 760 24.80 22.40<br />
<strong>2001</strong><br />
January 22.58 46 490 1 049 670 23.60 22.00<br />
February 23.21 167 530 3 887 650 23.80 21.80<br />
March 23.21 157 350 3 652 180 25.00 21.28<br />
April 22.89 83 630 1 914 280 23.90 22.20<br />
May 24.49 93 485 2 289 051 25.00 22.80<br />
June 25.29 71 224 1 801 560 27.00 23.80<br />
July 25.44 7 815 198 821 27.43 23.85<br />
August 22.85 73 383 1 676 782 25.00 19.05<br />
September 11.47 288 042 3 303 390 20.00 7.30<br />
October 9.86 207 486 2 044 780 12.40 8.60<br />
November 10.43 190 087 1 983 460 12.35 9.72<br />
December 12.50 100 610 1 257 830 18.15 10.05<br />
2002<br />
January 16.25 130 234 2 116 040 17.90 14.10<br />
February 17.25 83 458 1 439 930 18.90 16.65<br />
March 18.15 265 896 4 826 760 19.65 17.70<br />
April 17.91 295 181 5 287 440 18.40 16.90<br />
Source : Euronext Paris website (www.euronext.fr)<br />
6 000 K€<br />
5 000 K€<br />
4 000 K€<br />
3 000 K€<br />
2 000 K€<br />
30 €<br />
25 €<br />
20 €<br />
15 €<br />
10 €<br />
1 000 K€<br />
0 K€<br />
oct-00<br />
nov-00<br />
dec-00<br />
jan-01<br />
feb-01<br />
mar-01<br />
Trading volumr in K€ (monthly total)<br />
apr-01<br />
may-01<br />
jun-01<br />
jul-01<br />
aug-01<br />
sept-01<br />
oct-01<br />
nov-01<br />
dec-01<br />
jan-02<br />
feb-02<br />
mar-02<br />
apr-02<br />
5 €<br />
0 €<br />
Share price in € (monthly average)
2<br />
2-5<br />
Financial communication<br />
Press releases schedule<br />
The timetable of the press releases established for one year is available on the web site of Générale Location www.generalelocation.com<br />
(Financial Data). Any one interested can request a copy.<br />
For the year 2002, the timetable is as follows :<br />
LOCATION PARTICIPANTS EVENT<br />
5 Mar 2002 Lyon (6 p.m.) SFAF members, Financial information meeting /<br />
managers, journalists <strong>Annual</strong> <strong>2001</strong> results<br />
6 Mar 2002 Paris (11:30 a.m.) SFAF members, Financial information meeting /<br />
managers, journalists <strong>Annual</strong> <strong>2001</strong> results<br />
24 Apr 2002 Financial press (1) Press release / 1 st quarter 2002 sales<br />
20 Jun 2002 Lyon - Palais des Congrès Shareholders <strong>Annual</strong> General Meeting<br />
27 Jun 2002 Shareholders Distribution of dividends<br />
1 Aug 2002 Financial press (1) Press release / 2 nd quarter 2002 sales<br />
11 Sept 2002 Générale Location web site Financial press release concerning<br />
(6 p.m.) the First half 2002 sales on line<br />
12 Dec 2002 Paris (11: 30 a.m.) SFAF members ,<br />
managers, journalists SFAF meeting : First half 2002 sales<br />
15 Oct 2002 Toulouse : Palais Pierre Baudis Shareholders and any Forum Investir : Presentation of the company,<br />
interested third parties developments in process, prospects<br />
7 Nov 2002 Financial press (1) Press release /<br />
3 rd quarter 2002 sales<br />
10 Dec 2002 Lyon - Palais des Congrès Shareholders and any Forum Investir : Presentation of the company,<br />
interested third parties developments in process, prospects<br />
You find also listed the different <strong>events</strong> which Générale Location has decided to attend in order to present the company. As<br />
a result, the schedule may be modified.<br />
Publication of press releases<br />
Générale Location press releases are available the night<br />
before their publication (after 6 p.m.) in the financial<br />
press on our web site www.generale-location.com<br />
(financial data heading). They are then sent<br />
systematically by e-mail to anyone who placed a<br />
request, by fax, or by post on simple request (responses<br />
by fax will be dispatched the night before also, the post<br />
will be shipped and received according to regular time<br />
limits imposed by postal services).<br />
<strong>Annual</strong> <strong>report</strong>s<br />
The annual <strong>report</strong>s can be received by mail in the form of<br />
a paper document or downloaded from our web site where<br />
previous press releases are available and annual <strong>report</strong>s of<br />
the company presented on a regular basis.<br />
French / English<br />
Financial communication is available in English on our web site www.generale-location.com (Financial data heading) or in<br />
paper form.<br />
Shareholders Relations<br />
For all request :<br />
Financial Communication Department<br />
Route d’Irigny<br />
Zone Industrielle Nord<br />
69530 BRIGNAIS<br />
Tel : 33 (0)4 72 31 54 20<br />
Fax : 33 (0)4 72 31 54 95<br />
Web site : www.generale-location.com (financial data heading)<br />
E-mail : info@generale-location.fr
3<br />
Information regarding Générale Location’s activity,<br />
recent development and future prospects<br />
32 33<br />
3-1<br />
General presentation of the activity :<br />
Europe’s leading provider in enginering and logistics for<br />
the organization of shows and <strong>events</strong>, Générale<br />
Location operates in the market of communication by<br />
event.<br />
This business is part of a particular sector of the market<br />
of communication, which is divided into two sectors :<br />
● Shows and exhibitions,<br />
● Events.<br />
The first sector regroups on one hand fair type <strong>events</strong><br />
dedicated to the general public and on the other hand<br />
numerous trade shows which aim at getting together<br />
players of a specific economic sector : building, hotel,<br />
textile, food industries, etc.. on a regular basis.<br />
Events of the second sector are centered on a specific<br />
happening which gathers economic players of various<br />
horizons around a single theme during a limited time<br />
period. These <strong>events</strong> are mostly sportive, cultural,<br />
institutional (anniversary celebrations, national holidays,…),<br />
politcal <strong>events</strong> (G7, Summits of the Heads of State), or<br />
corporate <strong>events</strong> (launching of a new product, seminars, …).<br />
The main economic players can be divided into four<br />
categories as follows :<br />
Organizers<br />
Corporations :<br />
Exhibitors at shows<br />
Sponsors (at <strong>events</strong>)<br />
Venue management<br />
Service providers<br />
Générale Location provides both services and venues for rent.<br />
3-2<br />
Development history :<br />
1978 – 1984<br />
Creation by Olivier Ginon and three partners (Gilles<br />
Gouedard-Comte, Jacques Danger and Olivier Roux) of a<br />
service company in Lyon set up as a limited liability<br />
company and under the name of POLYGONE SERVICES.<br />
First installation of a computer show in the Part-Dieu<br />
shopping center in Lyon.<br />
Signatures of major national contracts, particularly with<br />
exhibition centers and trade groups (Infora, Europack,<br />
Première Vision).
3<br />
1989<br />
Alliance between the Group Polygone, France’s number<br />
one in installation of exhibitions and <strong>events</strong> and the<br />
Group Cré-Rossi, Europe’s leading provider of furniture,<br />
accessories and floor dressing for rent. The new entity<br />
takes the name of Générale Location.<br />
By bringing together new and complimentary knowhow,<br />
the directors of both groups reach a double<br />
objective :<br />
- satisfy the clients' expectation for a global offer in the<br />
general installation and the rental of furniture for trade<br />
shows,<br />
- reach a critical size, positioning the entity as the main<br />
supplier for show organizers, and more particularly :<br />
Blenheim/ Miller Paid-upman, Paris Exhibition<br />
Committee, Reed, CEP Communication.<br />
1990 – 1997<br />
Acquisition of the assets of the company Chenel (net sales of<br />
19 M€), working in the general installation of exhibitions.<br />
Creation de EMP GmbH, a company specializing in furniture<br />
rental in Cologne.<br />
Acquisition of Vachon, centered around the activities of<br />
rental of up-scale furniture for decorators and of renting out<br />
of antiques for shows, movies, television, photographers’<br />
studio. This take-over allows the group to broaden its offer<br />
and thus to enlarge its clientele base.<br />
Purchase of the company Pichot Exposition, general fitter<br />
for exhibitions.<br />
Development of the <strong>events</strong> activity : European Summit of<br />
Cannes in June 1995 and French Speaking Heads of State<br />
Summit in Benin.<br />
Creation of <strong>GL</strong> Image<br />
Acquisition of the company Décorama (1997 net sales :<br />
7m€), a service company of up-scale stands, signage, fittings<br />
for large distribution and museum fittings (signage of the<br />
National Library of France).<br />
Creation of the company <strong>GL</strong> Middle East in Dubaï which<br />
acquired 100% of the capital of the company Eastern<br />
Exhibition Services Ltd, specializing in the creation of<br />
general installation of stands.<br />
Acquisition of 60% of the capital of the company Profil,<br />
service agency of hosts, hostesses and interpreters, adding to<br />
the range of services Générale Location offers to organizers<br />
and exhibitors.<br />
At 31 December 1997, the Group Générale Location has net<br />
sales of 113 M€.<br />
1998<br />
Générale Location is official provider of the World Cup of<br />
Football, the group achieving net sales of 13 m€.<br />
Acquisition of Ranno Entreprise representing net sales of<br />
about 9 m€ and specializing in the general installation<br />
of exhibitions.<br />
Since 1978, the group has continued to reinforce its<br />
commercial presence in France by opening offices<br />
covering all the French territory and by creating an<br />
international network in 6 countries on 4 continents. At<br />
the same time, it developed a tool allowing it to answer<br />
calls for tender worldwide such as, World Cup of Football<br />
of 1998, World Fair in Lisbon in 1998, Olympic Games,<br />
Summit of French Speaking World, Summit for the Heads<br />
of State in Cannes, Tennis Tournament in Roland Garros,<br />
Cannes Film Festival.<br />
It is also partner of France’s most prestigious shows such<br />
as : Première Vision, Prêt-à-Porter, Bâtimat, FIAC, SIAL ,…<br />
Through a policy of investments, Générale Location is<br />
today one of the major players in the world in the<br />
provision of services linked to exhibitions and <strong>events</strong>.<br />
On 25 November 1998, the company GENERALE<br />
LOCATION is listed on the Second Marché of the Paris<br />
Bourse.<br />
At 31 December 1998, the group realized consolidated<br />
net sales of 130 m€ and a net consolidated group profit<br />
of 3.4 m€.<br />
1999<br />
Générale Location acquires Procap and FTB, operating in<br />
access control and data processing. In 2000, both<br />
companies are merged and united under the name <strong>GL</strong><br />
Data System.<br />
In Hong Kong, <strong>GL</strong> Hong Kong carries forward to the<br />
company <strong>GL</strong> Furniture Asia its furniture activity. <strong>GL</strong><br />
Furniture Asia is owned at 60% by <strong>GL</strong> Hong Kong and at<br />
40% by a local partner.<br />
Générale Location acquires 51% of the company SECIL.<br />
This acquisition of interest is part of a project to obtain<br />
the renewal of the delegation of the city of Lyon in order<br />
to manage Lyon Convention Center.<br />
Générale Location acquires 23.52% of Paris expo, a<br />
company listed on the Second Marché of Paris Bourse<br />
and in charge of the management of the exhibition hall<br />
at Porte de Versailles in Paris.<br />
After a take-over bid launched by Unibail, Générale<br />
Location brings over its own shares bought originally at<br />
€ 117 and realizes a capital gain of 14.3 m€ after<br />
expenses and corporate tax. The impact on the financial<br />
structure of the group is quite significant, since the<br />
gearing is reduced from 93% at 31 December 1999 to<br />
22% in February 2000.<br />
At the end of 1999, Générale Location sells the company<br />
Prisme 3 Enseigne and the non-trading real estate<br />
company Les Aguais.
34 35<br />
2000<br />
Exceptional year for Générale Location in term of<br />
external growth with the acquisition of companies :<br />
- Team Legend (Hong Kong), specializing in the provision<br />
of audio-visual equipment for shows and exhibitions.<br />
- Fair Line (Brussels), a company whose activity is the<br />
general installation and provision of services for the<br />
Exhibition Center in Brussels.<br />
- SF Protection (Flixecourt), which offers structures of<br />
storage for industrial and commercial companies..<br />
- ISF (Nantes), specialized in the design and distribution<br />
of a range of modular equipment for the exhibition<br />
industry.<br />
- Standard Décoration (Poitiers), service provider for<br />
Futuroscope and also present on the market of fittings<br />
and general installation.<br />
At the same time, an exceptional year with very<br />
important projects : Sydney Olympic Games, Summit for<br />
the European Heads of State during the French<br />
presidency of the European Union, as well as special<br />
<strong>events</strong> for the passing to the year 2000.<br />
At 31 December <strong>2001</strong>, the group Générale Location<br />
realizes sales of 214 m€ and a net group profit of<br />
22.3 m€ (8.0 m€ excluding the capital gain of Paris<br />
expo).<br />
3-3<br />
Générale Location’s markets<br />
3-3-1<br />
Shows and exhibitions (59 % of the activity in <strong>2001</strong>, 57 % in 2000)<br />
The market of shows and exhibitions, always in constant<br />
progression, is the one where Générale Location is<br />
historically rooted. This activity provides both recurrence,<br />
volume and permanence and the use of its assets.<br />
Estimated in France at more than 2 billion Euros, this<br />
business sector experiences an annual growth between 3<br />
and 4 %.<br />
The market of shows and exhibitions has normally little to<br />
do with economic growth, since the economic players<br />
maintain worldwide unchanged expense budgets for this<br />
type of communication. Moreover, the fluctuations among<br />
the different sectors of activity (food or textile industries,<br />
to list a few), are greatly compensated by the fact that<br />
Générale Location is present on a large number of shows.<br />
Shows can be divided into two types, the first one for<br />
products dedicated to the general public and the other for<br />
trade. Regarding the first category, there is little chance of<br />
them being moved geographically to another place<br />
whereas trade shows can possibly be moved to a foreign<br />
destination. One should mention also the emerging<br />
competition of retail outlets which organize <strong>events</strong> in<br />
direct competition with trade shows open to general<br />
public. In addition road shows around a single brand<br />
dedicated to the general public or to professionals (more<br />
specifically in the bank and computer sectors, etc…).<br />
Générale Location being present on these different markets<br />
mentioned above is on the whole little affected by these<br />
transfers.<br />
3-3-2 Events (28 % of the activity in <strong>2001</strong>, 33 % in 2000)<br />
The <strong>events</strong> market is international. It is characterized by<br />
the importance and the multiplication of <strong>events</strong>,<br />
whether they be sports, economic, political or again<br />
corporate (conventions, shows for clients, hospitality<br />
villages,…).<br />
The exceptional growth of this market is sustained by<br />
strong structural dynamism linked to the growing<br />
importance of the image in day to day life and the need<br />
in the world of event for television channels, multimedia<br />
aids as well as the globalization of the markets to incite<br />
major economic players to communicate more and more<br />
(especially via <strong>events</strong>). By placing part of its development<br />
in this market, Générale Location finds an additional<br />
contribution to its growth which is particularly<br />
profitable.<br />
3-3-3 Fittings and museum fittings<br />
Générale Location has used its know-how to develop an<br />
activity in a related market with great potential in image<br />
enhancement, that of fittings and museum fittings<br />
which represents 13% of its net sales in <strong>2001</strong>. Creations<br />
can involve the complete fittings of museums (Museum<br />
of the Invalides), or head offices or hospitality areas<br />
(American Airline at Roissy Charles de Gaulle Airport).
3<br />
3-3-4 Venue management<br />
This market is French, European and international. A<br />
growing number of local communities are looking to<br />
externalize the management of their convention centers<br />
and exhibition halls and entrust it to specialized<br />
outsiders. These sites are meant to host various <strong>events</strong><br />
such as congresses, conventions, seminars, exhibitions,….<br />
As a result cities boost their image and multiply the<br />
positive economic impact, especially in the hotel<br />
business and tourism in general.<br />
The activity of venue management offers the group<br />
strong recurrence and guarantees of long-term visibility.<br />
Moreover, this activity works in synergy with all the<br />
other services offered by the group.<br />
Already in Lyon, Saint-Etienne, Toulouse, Clermont-<br />
Ferrand and Barcelona, Générale Location will pursue its<br />
development in this activity and thus propose to its<br />
clients a wider European offer.<br />
Thanks to creation or renewal of concessions, venue<br />
management should experience sustained growth.<br />
3-3-5 Competitive environment<br />
In France, the offer has become more structured and<br />
professional.<br />
Companies specialized in the activities of general installation<br />
for exhibitions and rental of furniture have regrouped<br />
themselves (in 2000 merger of part of the companies held by<br />
the group Melrom with the company Créatif Exposition, a<br />
company listed in the Second Marché of Paris Bourse since<br />
the 7th of July 1998).<br />
The main competitors identified by activity are the following :<br />
Light and Sound : Broadcasting and image production :<br />
● Groupe GTIE, ● LOCATEL, ● VPS,<br />
● Entreprise Industrielle, ● UTRAM, ● LMA.<br />
● Forclum.<br />
● SOFT,<br />
Venue Management :<br />
● Unibail,<br />
● Accor.<br />
Furniture :<br />
● Square,<br />
● La Compagnie.<br />
International :<br />
● PICO (Asia),<br />
● UNIPLAN (Germany),<br />
● ICT GmbH (Germany),<br />
● GES EXHIBIT GROUP (USA),<br />
● DE BOER (Netherlands),<br />
● VELDEMAN (Belgium),<br />
● LOSBERGER (Germany),<br />
● EVENSER (UK),<br />
● NEPTUNUS (Netherlands),<br />
● FREEMAN (USA),<br />
● NOMURA (Japan),<br />
● RODER (Germany)<br />
3-3-6 Regulatory aspects<br />
In France, Générale Location uses equipment and sets up<br />
complex installations which are subject to strict<br />
regulations dedicated to each type of activities of the<br />
Group. These regulations demand that only officially<br />
authorized material be used and that installations be in<br />
compliance with the standards in force.<br />
Furthermore, when installations are completed and<br />
delivered to organizers of <strong>events</strong>, exhibitions and shows,<br />
they must respect the regulations which relate to<br />
installations meant to receive a public. This regulation<br />
requires that a prior authorization granted by the safety<br />
commission of the city or region concerned be obtained.<br />
This commission verifies that standards are respected<br />
both in relation with the site as well as with the<br />
temporary installations and equipment.<br />
In France, the regulation imposed on fairs and shows is<br />
subject among others to the order of 11 September 1945,<br />
a decree of 10 October 1969 modified by a decree dated<br />
21 April 2000 and to the order of the Department of<br />
Trade and Industry of 10 January <strong>2001</strong>.<br />
As a result the authorization and approval for all <strong>events</strong><br />
are mandatory : prior authorization given by the<br />
regional town hall concerning all fairs and shows and<br />
approval from the Secretary of State for Trade and<br />
Industry for the acknowledgement of an economical or<br />
international interest for all <strong>events</strong>.<br />
The Secretary of State of Commerce with the help of the<br />
Committee of Fairs and Shows, oversees all the requests<br />
for authorization for commercial <strong>events</strong>, keeping in mind<br />
the economic interest of such <strong>events</strong> on the national and<br />
international levels.<br />
Outside of France, Générale Location seeks the counsel<br />
of independent offices to make sure that the material is<br />
in compliance and to adjust its installations and<br />
equipment if needed to fit the local standards and<br />
regulations.
36 37<br />
3-3-7 Commercialization of the offer<br />
Born out of a will for enterprise, enriched by a constant contribution of know-how by associates and managers of integrated<br />
companies, GENERALE LOCATION has at its disposal key-assets in order to :<br />
● add to the offer proposed to clients whilst respecting<br />
the culture and identity which corresponds as closely as<br />
possible to each of the structures and business sectors.<br />
● ensure that each of the components of this offer<br />
benefits from strong commercial dynamics, built around<br />
a partnership with the principal organizers, from a dense<br />
national operation, and from a clear development<br />
strategy, around the following axes : the international,<br />
the major accounts, the event business.<br />
The essential part of Générale Location’s offer is today conveyed under GENERALE LOCATION‘s trade mark, the group’s<br />
property. The other trade marks used by the Group are protected accordingly.<br />
The commercial forces of Générale Location are organized around three axes :<br />
● A historical axis :<br />
Each sector of activity has at its disposal a commercial<br />
force dedicated to the development of its activity with<br />
clients and markets of the group on one hand and of its<br />
own business sector on the other hand,<br />
● Two more recent axes :<br />
- Two development units : major accounts,<br />
international and around <strong>events</strong><br />
- An international network of subsidiaries in constant<br />
growth and coming as a complement to the<br />
traditional commercial forces on the look-out for<br />
opportunities at the international level.<br />
The sales departments have today at their disposal the Catalogue Générale Location largely distributed and available on the<br />
Générale Location web site :<br />
www.generale-location.com<br />
3-4<br />
Générale Location’s offer<br />
The economic model proposed by Générale Location is organized around two axes :<br />
● rental of material (3.4.2)<br />
● engineering of <strong>events</strong> and provision of services (3.4.3)<br />
The projects realized by Générale Location are generally<br />
a combination of rental of material and provision of<br />
services. This combination varies as often as clients are<br />
different (clients as organizers, clients as exhibitors) and<br />
as much as their demands are dissimilar.<br />
As a result, beyond the simplicity of this model of rental<br />
and services, Générale Location has developed an<br />
organization which includes many profit centers created<br />
in order to remain close to the group’s clients, their<br />
technical needs and created also for commercial as well<br />
as management reasons. This organization is as follows :<br />
3-4-1 An organization per business sector to better serve the concept of the<br />
global and flexible offer<br />
The crucial part of GENERALE LOCATION’s offer centers<br />
around the different services proposed to organizers of<br />
shows and <strong>events</strong> and their clients. GENERALE LOCATION,<br />
with its mastery of far-reaching expertise, has a true<br />
vocation as an assembler and master of works. It has<br />
become a major player on the international scene when<br />
it comes to engineering <strong>events</strong>. The World Cup of<br />
Football in 1998 as well as the signature of the contract<br />
for the Sydney and Salt Lake City Olympic Games are<br />
good examples.<br />
The reactivity, the availability, the respect of deadlines<br />
are strong values developed by GENERALE LOCATION and<br />
recognized by its clients. GENERALE LOCATION values the<br />
human and technological potential of its creation teams,<br />
assembled in its research and design department and<br />
supported by powerful logistics (when it comes to<br />
geographical operation and equipment for exhibition<br />
and event). Thanks to these means, requests made by<br />
GENERALE LOCATION’s clients become tangible and<br />
concrete.
3<br />
3-4-1-1 Role played by Générale Location as the group’s holding company<br />
The holding company, GENERALE LOCATION, is the<br />
group’s animator. It defines the general strategy and the<br />
development policy of the Group. It is responsible for the<br />
direct negotiation of major contracts. GENERALE<br />
LOCATION is also the structure which is responsible for<br />
all the significant external growths. It regroups the<br />
different operating services : finance, management<br />
control, legal department, information system, human<br />
resources and marketing. Moreover, it directly supervises<br />
both development units : the first one within GENERALE<br />
LOCATION is in charge of the international development<br />
and major <strong>events</strong>, the second one is responsible for<br />
Major Accounts.<br />
Staff within the holding company is as follows :<br />
1999 2000 <strong>2001</strong><br />
Managers 17 19 25<br />
Employees 7 8 11<br />
Total 24 27 36<br />
3-4-1-2 General organization<br />
In addition to the support services on one hand and the development units on the other, business sectors and activities of<br />
Générale Location are exercised within different legal entities. These structures are divided into three groups :<br />
● International network,<br />
● Venue management,<br />
● Operating services organized by sector of activity.<br />
Support Services<br />
Development Units<br />
Operating services<br />
Space & Decoration<br />
Structure & Grandstands<br />
Technology<br />
Furniture<br />
System<br />
Venue management<br />
International network<br />
Other services
38 39<br />
3-4-1-3 Presentation of the operating services<br />
Space & Decoration<br />
The activity of this sector consists of :<br />
● the general installation of shows/ exhibitions/ <strong>events</strong>,<br />
● the design and creation of custom-made and modular<br />
stands,<br />
Structures & Grandstands<br />
For many years now, the company Hall Expo has been<br />
servicing the <strong>events</strong> market. It provides and installs<br />
temporary structures and grandstands. Temporary<br />
seating installed on the Champs Elysées for Bastille Day<br />
Parade, extension added to the Palais des Festivals in<br />
Cannes, Tennis Grand Prix, Hospitality villages for the<br />
World Cup of Football in 1998, Olympic Games in Sydney<br />
with 100 000 m2 of structures and 80 000 seats of<br />
temporary seating, the ones in Salt Lake City with 30 000<br />
seats of temporary seating, represent some of the most<br />
prestigious projects carried out by Hall Expo.<br />
● the set-up of points of sales, show-rooms, corners,<br />
stores shelf-space,<br />
● the design and the building of pavilions for universal<br />
or international fairs,<br />
● the fittings and museum fittings.<br />
In 2000, Générale Location acquired SF Protection. This<br />
company based in Flixecourt and its subsidiary SFI<br />
Gauthrin, produce, distribute and rent out dismountable<br />
structures. The rental activity is realized mostly with<br />
industrial companies based in France. Besides its own<br />
commercial and financial performances, SF Protection<br />
contributes fully to the business unit Structures &<br />
Grandstands, on a technical and human level as well as<br />
the additional rental equipment it offers.<br />
Technology<br />
Often associated with the business unit Space &<br />
Decoration, the activities around Technology are as follows :<br />
- Power supply, lighting,<br />
- Heating – air conditioning,<br />
- Stage activity.<br />
The activity of image proposes audio-visual services,<br />
production and broadcasting of images. Since 1996, it<br />
completes the offer of the group by responding to<br />
exhibitors‘ new expectations and demands and by<br />
increasingly using new technologies. Operating on shows<br />
and exhibitions, this activity has its own clients portfolio<br />
in the world of television, production companies and<br />
major client accounts via corporate conventions.<br />
Furthermore, since the year 2000, this activity promotes<br />
full day-light screens from the company <strong>GL</strong> UK used<br />
during large international <strong>events</strong>.<br />
Finally, this sector also includes the activities of access<br />
control and data processing to be used by organizers and<br />
exhibitors (qualitative and quantitative analysis of the<br />
flow of visitors).<br />
Furniture<br />
This sector manages the rental of furniture, showcases,<br />
accessories and antiques. It is used as a support to the<br />
activities of Space & Decoration. Its clients are shows<br />
and <strong>events</strong> organizers, exhibitors as well as decorators.<br />
This business sector requires a perfect mastery of logistics,<br />
of stock control with an important creativity regarding<br />
the entire line of products proposed to the clients.<br />
System<br />
This activity differs from the Group’s traditional activity<br />
and operates in distribution rather than rental activity<br />
and provision of services.<br />
Action Développement and Sodem, two companies<br />
which distribute a wide range of materials and aluminium<br />
sections for the exhibition market and other related<br />
markets.<br />
ISF, a company based in Nantes and equipped with an<br />
important French commercial network, distributes a<br />
whole range of products both standard and modular for<br />
the exhibition market.<br />
Venue management<br />
After the Group was entrusted with the management of<br />
the Convention Center of Lyon, it decided to include the<br />
activity of Venue Management as a new strategic axis of<br />
its development.<br />
This activity, led in association with public local<br />
organizations, is in charge of the management of two<br />
new sites granted in <strong>2001</strong>, one in Toulouse with the<br />
Congress Center Pierre Baudis and the other in Barcelona<br />
with the International Congress Center due to open in<br />
2004.<br />
This sector works in strong synergy with the Group’s<br />
traditional expertise and benefits from medium-term<br />
visibility considering the duration of the agreements<br />
signed for the management of the sites.<br />
Besides the sites mentioned above, the group today<br />
manages the Congress Centers of Saint Etienne,<br />
Clermont-Ferrand, and the Château of Saint-Priest.
3<br />
Other services<br />
The Group offers other services such as floral decoration, green space set-up and up-keep, and a hospitality service of<br />
hosts and hostesses.<br />
3-4-2 Rental activity<br />
3-4-2-1 Investment policy<br />
The comparison of the amounts invested in the course of the last four years in relation to net sales and net cash flow<br />
excluding working capital movements is as follows :<br />
(data in K€) 1998 1999 2000 <strong>2001</strong><br />
Net investments (1) 11 452 11 633 18 277 23 200<br />
Net sales (2) 129 996 146 655 214 083 235 043<br />
Net investments / Net sales 8.8 % 7.9 % 8.5 % 9.8 %<br />
Net cash flow excluding working capital movements 13 934 18 436 24 323 24 574<br />
Net investment / Capacity of self-financing (1) 82.2 % 63.1 % 75.1 % 94.4%<br />
(1) Sources : consolidated tables of financing (addition of the lines : acquisition of intangible assets, tangible fixed assets and rental equipment and disposal of<br />
tangible and intangible assets)<br />
(2) Source : consolidated income statements<br />
The relative stability of the ratios shown in this table<br />
may be slightly modified according to markets for which<br />
some of these investments are intended.<br />
For the exhibition market, the major portion of the<br />
investments was realized mostly at the beginning of the<br />
1990s and most of them are listed now in the accounts<br />
as a regular expense of service and maintenance. One<br />
exception to this tendency is that the equipment<br />
dedicated specially to certain shows (textile industry) is<br />
renewed every 4 or 6 years in accordance with<br />
corresponding contracts.<br />
Regarding the <strong>events</strong> market, however, the company has<br />
carried out major investments in particular in 2000 on<br />
the activity Structures & Grandstands to respond to<br />
demands from the Sydney Olympic Games and the<br />
market of <strong>events</strong> of tomorrow. Moreover, the activity of<br />
long-term rental realized by the subsidiary SFP calls for<br />
recurrent investments.<br />
The investments of Générale Location and its subsidiaries<br />
are either self-financed or backed-up by the<br />
establishment of medium-term reimbursable loans with<br />
an average period of about 6 years. These medium-term<br />
loans are subscribed either directly by the subsidiaries or<br />
by Générale Location who verifies each year the<br />
appropriateness between each subsidiary’s equity and<br />
the needs linked to their development.<br />
3-4-2-2 Principal buildings and logistics tools<br />
In France, the Group operates from different sites which it mostly rents. Principal rented sites and the surface of their<br />
warehouses are as follows :<br />
• Brignais : proximity of Lyon (registered office and principal commercial companies, 47 000 m 2 )<br />
• Châtillon : proximity of Porte de Versailles (<strong>GL</strong> Mobilier, 21 000 m 2 )<br />
• Chilly Mazarin (Ranno Entreprise, 32 000 m 2 )<br />
• Ivry (Décorama, 4 600 m 2 )<br />
• Mitry Mory (<strong>GL</strong> Espace & Décor, 37 000m 2 )<br />
• Flixecourt (SF Protection, SFI Gauthrin, 40 300 m 2 )<br />
• Nantes (ISF, 27 000 m 2 )<br />
Moreover Owen Brown owns its own buildings in Castle<br />
Donnington (28 000 m 2 ).<br />
Générale Location has also a fleet of transport and hoisting<br />
vehicles to handle the delivery on the sites in the shortest<br />
time periods, and depending on the season and the location<br />
of certain projects, Générale Location subcontracts to<br />
independent carriers.<br />
The industrial tool is made of in-house research and<br />
design departments, production sites of modular elements<br />
and repair units linked together through networking.
40 41<br />
3-4-3 Supply of services<br />
3-4-3-1 Staff<br />
The 1 850 employees who represent Générale Location’s<br />
wealth make use of their talents in a multitude of<br />
profession and expertise : upholsterers, decorators,<br />
architects, logistics technicians, designers, draftsmen,<br />
electricians, image and sound technicians… Specialists of<br />
state-of-the-art technology in data and multimedia<br />
have joined forces and added to all this traditional<br />
know-how. As a result of the acquisition of BS Vision,<br />
the number of employees is now 2000.<br />
This chain of expertise and team work is supported by a<br />
company spirit which prioritizes motivation,<br />
responsibility and the feeling of providing a service.<br />
GENERALE LOCATION through training sessions wishes to<br />
see its sales teams promote the concept of a global offer<br />
to their clients. This approach is reinforced by the<br />
catalogue Générale Location, where one find all of the<br />
services provided as well as all sorts of solutions<br />
proposed by the Group.<br />
3-4-3-2 Supplying partners and sub-contractors<br />
The seasonal aspect, the development of the group, the<br />
distance of certain projects, and the clients‘ more<br />
demanding requests lead Générale Location to widen its<br />
relationships with many supplying partners and subcontractors.<br />
3-5<br />
Risk analysis<br />
3-5-1 Clients risk<br />
The client risk is weak for three reasons :<br />
● The first one is linked to the fact that Générale Location,<br />
as provider of services, has focused the essential of its<br />
corporate culture on the satisfaction of its clients‘ needs.<br />
Beyond close business relations with its clients, Générale<br />
Location considers that anticipation of needs, reactivity of<br />
teams, creativity, and necessity to imperatively respect<br />
deadlines of delivery of projects are just as important assets<br />
to maintain in order to develop its relationships with<br />
organizers, exhibitors and other companies clients for the<br />
long term.<br />
● The second one is tied to the quality and the quantity of<br />
rental equipment that Générale Location has available for<br />
an event.<br />
● The third one is related to the statistical dispersal of<br />
clients. The first 10 clients have represented 20 % of the<br />
consolidated net sales of <strong>2001</strong> considering that the biggest<br />
client has represented about 5.8 % of net sales.<br />
3-5-2 Suppliers risk<br />
The supplier risk is weak. The first category of suppliers is<br />
made of sub-contractors who bring forth to Générale<br />
Location teams additional workforce for the building-up<br />
of projects, knowing that the engineering, the general<br />
overseeing, and the technical management always<br />
remain under Générale Location’s responsibility.<br />
Among the other suppliers of any significance (textile,<br />
carpeting, wood, structure,…), none has any incidence on<br />
the evolution of Générale Location.<br />
The evolution of the oil price and its impact on<br />
transportation cost and other raw materials do not<br />
represent a major risk factor.
3<br />
3-5-3 Risk linked to the activity<br />
Concerning the selection of investments and the<br />
operating methods to build-up projects, Générale<br />
Location’s internal policy is to control and master the risks<br />
taken both towards the staff concerned and the public<br />
who will come and visit the sites.<br />
As a result, special attention is given to the preparation of<br />
projects and the anticipation of possible problems.<br />
Concerning certain activities (mostly grandstands and<br />
structures) committees of control are systematically<br />
solicited.<br />
Générale Location‘s commitment is to respond to clients‘<br />
needs by providing services which, together or taken<br />
individually, correspond to norms established by each<br />
professional activity and which must be used according to<br />
given rules. It is up to the clients to make sure these rules<br />
are respected during the event. Générale Location<br />
guarantees its responsibility by subscribing to a policy of<br />
Group’s public liability.<br />
Concerning human resources, three characteristics<br />
particular to Générale Location and its activity can be<br />
brought forwards.<br />
a) The multiplicity of the different activities exercised by<br />
the Group, the markets, and the geographical sites from<br />
where Générale Location operates as well as the strong<br />
service policy the group offers to its clients, have led<br />
Générale Location to maintain a method of organization<br />
based on profit centers kept at a human size with an<br />
emphasis on the individual professional evolution and the<br />
proximity in the relation to its clients.<br />
b) The activity of Générale Location characterizes itself by<br />
the daily presence of an important portion of its staff on<br />
the numerous sites where shows, <strong>events</strong>, and exhibitions<br />
occur every day.<br />
c) Autonomy and a sense of the responsibilities are two<br />
values crucial in the management of human resources. It<br />
is in fact thanks to both of them that Générale Location is<br />
able today to expand its development.<br />
This risk must be taken into account and placed within a<br />
context where the seasonal aspect of the activity for one<br />
is important and also where the more distant locations of<br />
certain projects are more frequent.<br />
Based on this, this particular risk is considered weak.<br />
3-5-4 Markets risk<br />
This risk is also judged weak.<br />
The market of shows and <strong>events</strong> relies on the need to<br />
convene in order to exchange and share (knowledge,<br />
leisure, points of view,…). We consider that the new tools<br />
of communication such as internet and mobile phones<br />
reinforce the need for meeting rather than decreasing it.<br />
As a result of some of social upheavals, conflicts, and<br />
epidemics (mouth-and-foot disease), some <strong>events</strong> have<br />
been prevented from happening.<br />
Générale Location bases its activities and its assets in<br />
countries considered by the group politically and<br />
economically stable. The possibility to transfer the assets<br />
in another country and the globalization of our clients<br />
are two factors which reduce the risk in case of<br />
encountered difficulties.<br />
3-5-5 Legal and tax risk<br />
During the regular process of its activities, the Group is<br />
at time implicated in legal disputes and litigations.<br />
Whereas the final outcome of these procedures cannot<br />
be known in advance, the Group can estimate that the<br />
obligations which could result from them should not<br />
have a significant impact on its financial situation and<br />
its consolidated results.<br />
3-5-6 Foreign currency exchange risk<br />
Each of the foreign subsidiary holds rental equipment<br />
dedicated to a specific market (video walls, furniture,<br />
grandstands,…). Générale Location can transfer this<br />
equipment from one entity to another without taking<br />
the risk of seeing its intrinsic value go down as a result<br />
of exchange rate fluctuation.<br />
Concerning the activity, except for major international<br />
projects, where exchange rate risk may occur, there is no<br />
regular flow of business with the foreign entities which<br />
could possibly put Générale Location’s structure at risk.<br />
The charges engaged by foreign subsidiaries are mostly<br />
local charges paid in the same currency as the one used<br />
for invoicing.<br />
Consequently, one will consider the risk linked to<br />
exchange rate moderate.
42 43<br />
3-5-7 Interest rate risk, credit and actions<br />
The management of the risks related to cash flow and<br />
exchange rate, follows strict rules defined by the Group’s<br />
Executive Management. These rules call for the<br />
systematic centralization exercised by the Financial<br />
Direction of all cash flow, positions and management of<br />
the financial instruments.<br />
Interest Rate Risk at 31 December <strong>2001</strong> Total K€<br />
Balance sheet<br />
Financial assets -<br />
Financial liabilities<br />
- Medium term loans on fixed rate made<br />
variable on a 3 month rolling rate Telerate 20052 5 942<br />
- Medium term loans (indexed on a 3 month Euribor) 32 973<br />
- Medium term loans (indexed on T4M / EONIA 975<br />
- Overdrafts 8 266<br />
Off balance-sheet – Discounted notes not yet matured 1 194<br />
Net risk 49 350<br />
Cover (1) 21 186<br />
Remaining variable rate debt 28 163<br />
Most of the indebtedness is index-linked on threemonth<br />
rates. Occasionally, covers can be subscribed to<br />
for all or a portion of the financial debts. Considering<br />
the volume of the debt, the market anticipations and<br />
amounts already cashed in, the risk is considered weak.<br />
(1) Out of the 21 186 K€, 15 245 K€ come from a rate guarantee<br />
operation COLLAR covering the period between the 22nd of May<br />
2002 to the 22nd of May 2003. The amount remaining of 5 942 K€<br />
corresponds to the fact that a 7 622 K€ loan contracted at fixed<br />
rate in May 2000 was made variable (indexed over 3 months). The<br />
other medium-term loans of 11 055 K€ are at fixed rate.<br />
Moreover, the Group holds some interest in various listed<br />
companies (see note 28 of the notes of the consolidated<br />
statements) whose market value fluctuates with the stock market,<br />
the valorization of the respective sectors of activities these<br />
companies evolve in and the financial and economic situations of<br />
each of these companies. The amount of this share interest being<br />
low, the risk as a result is not significant.<br />
3-5-8 Risks linked to the industry and the environment<br />
Générale Location handles its operations in strict the company has not identify any significant risk linked<br />
compliance with the regulation in force. Its activities to the environment.<br />
deal mostly with the provision of services, and as a result<br />
3-5-9 Insurance – Cover for possible risks<br />
Principal insurance risks and the amount of insured capital<br />
• Public liability :<br />
All damages together : 15m€ per claim and per year of<br />
insurance<br />
Back-up public liability : all damages, 15m€ per claim and per<br />
year in excess of 15m€ acquired under the first excess policy.<br />
• Fleet of vehicles :<br />
410 vehicles, 75 trucks, and 100 trailers<br />
• Fire :<br />
Buildings : 40m€<br />
Rental equipment : 81m€<br />
Furniture, fittings, and merchandise : 21m€<br />
Other material damages : 8.3m€<br />
Liability : 7.6m€<br />
Investments : 7m€<br />
Expenses and losses : 3.8m€<br />
3-6<br />
Litigations and exceptional facts<br />
To the best of the company’s knowledge, there are to this day no litigation or exceptional facts which could have or<br />
have had an impact on the group’s financial situations, its activity, its results and its assets in general.<br />
3-7<br />
Objectives and prospects<br />
The objective of Générale Location is to pursue the development of its activities on its four markets (shows exhibitions,<br />
<strong>events</strong>, fitting museum fittings, venue management) and at the same time to increase its profitability.<br />
In order to do so, Générale Location favors the following strategies :<br />
3-7-1 Events market – International<br />
Générale Location will pursue its development in the<br />
following two directions : <strong>events</strong> market and the<br />
international. This development provides it with<br />
additional activities which are immediately profitable. It<br />
also provides it with more balanced commercial positions.<br />
Moreover, due to the economic globalization, this strategy<br />
gives the company the possibility to carve a niche for<br />
itself and the ability to fulfil today’s clients ‘expectations<br />
and respond to their future requests.
3<br />
3-7-2 Venue management<br />
The distinction between the categories of Organizers /<br />
Space renters and Service providers varies depending on<br />
the country. Furthermore, Générale Location identifies<br />
clearly the fact that by presenting to clients who are<br />
organizers or to exhibitors an offer which combines both<br />
the renting of space and the provision of services is<br />
creative of value. Depending on opportunities, Générale<br />
Location will study all the projects in France or at the<br />
international which could be of interest for its<br />
development and that of its clients. These projects<br />
concern mostly the venue management rather than the<br />
real estate ownership of these sites.<br />
3-7-3 Internal growth – external growth<br />
Despite an economic situation which is less favorable,<br />
Générale Location is increasing its market shares. It relies<br />
in France and at the international, on many profit centers,<br />
which are self-reliant and responsible and which moreover<br />
contribute to the global development of the group. They<br />
are in fact linked to the development units both in Lyon<br />
and in Paris.<br />
The major support tools to the sales forces are :<br />
- the catalogue available on paper and also on the web at<br />
the following address : www.generale-location.com,<br />
- the presence on a regular basis of Générale Location on<br />
major projects and more specifically on works of fittings<br />
and museum fittings, a source of prestige and used as<br />
reference,<br />
- a trade mark and well-established know-how<br />
The model of development selected by the group<br />
integrates operations of external growth which accelerate<br />
its development along its strategic axes and also allow it<br />
to have at its disposal an offer of services in compliance<br />
with the vision Générale Location uses to see its markets<br />
of tomorrow.<br />
Générale Location’s presence on major projects such as<br />
Olympic Games and World Cups of Football widens and<br />
facilitates opportunities for external growth.<br />
The factors examined at the time of such operations are<br />
the following :<br />
- integration within the global offer<br />
- synergies<br />
- adhesion to the management of the corporate project<br />
- compliance with the strategic axes<br />
- financial profitability and return on employed funds<br />
The integration of the acquired companies is then made<br />
easier by the group’s model of organization already<br />
exposed (self-reliance and responsibilities on their<br />
markets, development by adhering to the concept of the<br />
global offer).<br />
3-7-4 A flourishing market<br />
The troubled international context of <strong>2001</strong> does not have an impact on the conclusions presented in the study realized in<br />
1999, especially for the medium-term growth expected in the <strong>events</strong> market.<br />
3-7-5 Data in figures and results for the first quarter of 2002<br />
The Group announced for the year a progression of its net<br />
sales above 20 % including signatures of important<br />
contracts and operations of external growths carried out<br />
until the end of January. In the press release of 25 April<br />
2002, Générale Location communicated the following<br />
elements :<br />
Net sales in strong growth for the first quarter : + 24%<br />
For the 1st quarter 2002, Générale Location realized sales<br />
of 75.9 m€, a 24.2 % increase (7.6 % with constant scope<br />
and exchange rate).<br />
Générale Location exceeded its announcement of a<br />
significant organic growth, expected to be reached only at<br />
the end of the 1st semester 2002.<br />
Well-oriented activities<br />
All sectors have shown an increase in their activity since<br />
the beginning of the year 2002, both in France and<br />
outside of France. The effort to create a synergy between<br />
the different sectors of Shows / Exhibitions, Fittings /<br />
Museum Fittings, Events, and Venue Management will<br />
contribute toward a strong and well-balanced growth in<br />
2002.
44 45<br />
4<br />
Financial situation<br />
and results<br />
4-1<br />
Management <strong>report</strong> and corporate documents<br />
4-1-1 <strong>Annual</strong> <strong>report</strong> of the Board of Directors at the <strong>Annual</strong> General Meeting of 20 June 2002<br />
Ladies and Gentlemen,<br />
You were asked to this <strong>Annual</strong> General Meeting in accordance with the legal prescriptions, to be informed about the<br />
Company’s activity and the results of our management during the financial year ended 31 December <strong>2001</strong>.<br />
This <strong>Annual</strong> General Meeting is a Mixed <strong>Annual</strong> General Meeting.<br />
It was called in order to give a ruling on the points which are normally of the competence of the <strong>Annual</strong> General Meeting :<br />
– Approval of the consolidated and corporate financial statements,<br />
– Approval of results allotment,<br />
– Approval of the conventions mentioned in article 225-38 of the New Mercantile Code,<br />
– Renewal of the term of office of a board member<br />
– Nomination of two new board members<br />
– Renewal of the term of office of the statutory auditors and alternate statutory auditors<br />
This Meeting was also called to give a ruling on the adoption of various statutory modifications made mandatory by the<br />
law <strong>2001</strong>-420 of 15 May <strong>2001</strong> in relation particularly to the dissociation of the presidency of the board of directors and<br />
the general direction of the company. These statutory changes are normally of the competence of the Special <strong>Annual</strong><br />
General Meeting.<br />
We present to you the consolidated accounts first and then the corporate accounts which we ask you to approve.<br />
We remind you that Générale Location adopted the new methodology of consolidated accounts defined by the regulation<br />
99-02 of the Committee of the Accounting Regulation. The presentation of the financial statements were made compliant<br />
with the new regulation and shows no modifications compared to last year presentation.<br />
4-1-1-1 Activity of the Group – Presentation of the consolidated accounts<br />
After an exceptional year 2000 in term of sales and results<br />
strongly reinforced by the operation Paris expo, the year<br />
<strong>2001</strong> is characterized by the following points :<br />
● A strong growth for the first quarter<br />
● A deterioration of the economic environment starting<br />
from the second quarter<br />
● Major geopolitical <strong>events</strong> with negative impact on <strong>events</strong><br />
programs, and more specifically corporate <strong>events</strong>.<br />
In such context and considering the on-going effect of<br />
2000, the group’s level of activity which maintained itself<br />
with in other respects the contribution generated by the<br />
companies acquired in 2000, is in accordance with what was<br />
announced.<br />
a - Activities and net sales<br />
Global evolution<br />
During the year <strong>2001</strong>, Générale Location registered a 10 %<br />
increase in its consolidated net sales (- 11 % with constant<br />
scope and exchange rate). This progression must take<br />
into account a year 2000 marked by two exceptional<br />
<strong>events</strong> (Sydney Olympic Games and the European<br />
Summits of Biarritz and Marseille) which made it<br />
possible for that particular year to post a record<br />
progression of + 46 %, with + 35 % of it from internal<br />
growth. If we exclude the Sydney Olympic Games, the<br />
increase comes to + 19 %.<br />
235<br />
214<br />
147<br />
130<br />
113<br />
1997 1998 1999 2000 <strong>2001</strong>
4<br />
Evolution by market<br />
In <strong>2001</strong>, the <strong>events</strong> market experienced a slow-down in its<br />
activity as a result of the absence of major world <strong>events</strong><br />
and of the reduction of certain <strong>events</strong> budgets after the<br />
years just before and after the turn of the new century<br />
during which companies, states and local organizations<br />
strongly invested.<br />
The evolution in each of the business sectors during the<br />
past four years is as follows :<br />
1998 1999 2000 <strong>2001</strong><br />
Events 22 % 26 % 33 % 28 %<br />
Exhibitions / Shows 70 % 66 % 57 % 59 %<br />
Fittings / Museum fittings 8 % 8 % 10 % 13 %<br />
Total 100 % 100 % 100 % 100 %<br />
In the world of Shows and Exhibitions, Générale Location<br />
maintains and reinforces its position in France especially<br />
when it comes to general installation for exhibitions,<br />
rental of furniture and all the services related to these<br />
activities. Major contracts were signed or renewed with<br />
the principal organizers (Reed Exhibition, Première Vision,<br />
Comexpo).<br />
Evolution by geographical area<br />
The breakdown is as follows :<br />
1998 1999 2000 <strong>2001</strong><br />
K€ K€ K€ K€<br />
Foreign subsidiaries 6 491 6 577 32 900 32 474<br />
French companies engaged<br />
in international activities 7 112 15 028 15 564 22 795<br />
International total 13 603 10% 21 605 15% 48 464 23% 55 269 23%<br />
Activities in France 116 393 90% 125 049 85% 165 618 77% 179 774 77%<br />
Total 129 996 146 654 214 083 235 043<br />
In <strong>2001</strong>, Générale Location acquired Owen Brown, a<br />
British company created in 1913 operating in the world of<br />
installation and rental of temporary structures mainly<br />
dedicated to the <strong>events</strong> market.<br />
Moreover, Générale Location created three companies :<br />
- <strong>GL</strong> USA, first in order to manage the contract of Salt<br />
Lake City Olympic Games, and then to support the Group’s<br />
development and to accompany French and European<br />
clients in their operations in the United States of America,<br />
Europe<br />
- <strong>GL</strong> Europe Holding BV, the company which acquired<br />
Owen Brown shares,<br />
- <strong>GL</strong> Convenciones Barcelona, a company created with the<br />
mission to manage the International Convention Center of<br />
Barcelona.<br />
Générale Location is thus at 31 Decembre <strong>2001</strong> directly<br />
present in the following countries :<br />
Other continents<br />
● Germany ● Portugal ● Malaysia ● Hong Kong<br />
● United Kingdom ● Italy ● United Arab Emirates ● Japan<br />
● Belgium ● Spain ● Australia ● United States<br />
Net sales generated by the international activities increase by 14% and come to 55.3 m€ in <strong>2001</strong>.
46 47<br />
Evolution by sectors of activity<br />
Générale Location was granted for a twenty year period<br />
the mandate of management of the International<br />
Convention Center of Barcelona which will be inaugurated<br />
in 2004. Likewise since 1 January 2002 the Group is managing<br />
the Pierre Baudis Convention Center in Toulouse for a<br />
duration of 10 years. These two new mandates reinforce<br />
the Group’s presence in the business of venue management,<br />
considering the fact that Générale Location already<br />
manages the Convention Centers of Lyon, Clermont<br />
Ferrand and Saint Etienne. The distribution of its activities,<br />
as a service provider to its clients who organize shows or<br />
<strong>events</strong> and to its clients who exhibit at these shows and<br />
<strong>events</strong>, can be presented as follows :<br />
Net sales in M€ <strong>2001</strong> 2000<br />
Venue management 9.3 4.0 % 13.4 6.3 %<br />
Provision of services 224.2 95.4 % 198.9 92.9 %<br />
Holding 1.5 0.6 % 1.7 0.8 %<br />
Total 235.0 100 % 214.1 100 %<br />
The volume of activity in venue management experiences a 3% decline in <strong>2001</strong>, as a result of the closing of Espace Eiffel<br />
Branly in February <strong>2001</strong>, to give way to a museum.<br />
The evolution of the net sales by sectors of activity can be illustratred as so (in m€) :<br />
1997 1998 1999 2000 <strong>2001</strong><br />
Space & Decoration 59.0 68.9 76.7 96.1 86.9<br />
Structures & Grandstands 5.5 7.4 9.4 13.9 31.5<br />
Furniture 25.4 26.9 26.3 28.2 26.0<br />
Technology 10.0 10.4 12.1 17.4 20.8<br />
System 1.3 3.2 5.1 9.5 18.5<br />
Other services 2.1 3.4 3.3 3.9 8.0<br />
Foreign subsidiairies 5.6 6.5 9.5 30.0 32.5<br />
Total Provision of services 109.0 126.8 142.4 198.9 224.2<br />
Venue management 3.7 3.1 3.5 13.4 9.3<br />
Holding 0.7 0.1 0.8 1.7 1.5<br />
TOTAL 113.4 130.0 146.7 214.1 235.0<br />
The sector “Technology” includes <strong>GL</strong> Lumière & Son, <strong>GL</strong> Image, <strong>GL</strong> Data Systems and Boîte à Sons. System, which includes<br />
Action Développement, Sodem System and ISF, is made up of companies with activities turned towards sales.<br />
Contribution from companies acquired in <strong>2001</strong><br />
Net sales generated by companies newly acquired in <strong>2001</strong><br />
amount to 13.7 m€.<br />
Owen Brown is placed under the sector Foreign<br />
Subsidiairies ; over the first six months of <strong>2001</strong>, its<br />
contribution comes to 9.9 m€. The <strong>events</strong> market is the<br />
main beneficiary. Package ‘s net sales are integrated in the<br />
Other Services for an amount of 3.8 m€. It concerns the<br />
development in engineering and communication and is<br />
classified in the Events sector.
4<br />
b - Operating profit<br />
Expressed as a percentage of net sales, operating profit<br />
reaches 7.25% in <strong>2001</strong>, compared to 8.74% in 2000.<br />
The <strong>2001</strong> operating profit is affected by the following<br />
two elements :<br />
- Organizational, venue management : further to the<br />
additional percentage (a final 100 %) brought forward to<br />
the group’s share holding of Secil company which manages<br />
the Convention Center of Lyon and the transfer of<br />
ownership of the building of the city of Lyon, the payment<br />
made by the owner which used to be in the way of<br />
distribution of dividends, is now made in the form of<br />
rent wich has a 1.1 m€ impact on the operating charges ;<br />
- Economic, short-term rental of structures : the<br />
slowdown of the rotation rate of the structures invested<br />
for the Sydney Olympic Games, has for effect an<br />
operation loss of 1.5 m€. The actions launched in term of<br />
logisitics as well as in commercial operations should<br />
guarantee a more balanced situation starting 2002.<br />
In M€ 2000 <strong>2001</strong><br />
Opearting profit Operating profit of Total<br />
of other subsidiaries acquired companies (1)<br />
Net sales 214.1 221.3 13.7 235.0<br />
Operating profit 18.7 15.5 1.5 17.0<br />
% of net sales 8.74 % 7.04 % 10.6 % 7.25 %<br />
(1) Owen Brown, Package Organisation and its subsidiaries CEE, Centre Infobatir and Norexpo.<br />
Concerning the companies acquired in <strong>2001</strong> and included in the consolidated accounts during the course of the second<br />
semester, their operating profit comes to 10.6 % confirming Générale Location’s will to seek only relutive acquisitions.<br />
The operating profits by sector of activity for the past five years can be presented as follows (in m€) :<br />
1997 1998 1999 2000 <strong>2001</strong><br />
Space & Decoration 2.9 3.2 4.5 5.8 5.3<br />
Structures & Grandstands 0.8 1.0 0.5 3.3 2.4<br />
Furniture 1.5 1.9 1.6 2.5 2.3<br />
Technology services 0.9 1.1 1.7 1.0 0.9<br />
System 0.2 0.4 0.3 0.9 1.3<br />
Other services 0.2 0.3 0.3 0.4 0.5<br />
Foreign subsidiaries 0.8 0.4 0.7 1.5 1.8<br />
Total Provision of services 7.3 8.4 9.5 15.2 14.5<br />
Venue management 0.7 0.4 0.6 1.6 0.5<br />
Holding 1.9 2.0 2.0 1.9 2.1<br />
TOTAL 9.9 10.8 12.1 18.7 17.0<br />
c - Net financial charge and profit before tax and exceptional items<br />
The net financial charge for the period amounts to 2 651 K€<br />
compared to 1 221 K€ in 2000. This increase is due to a<br />
moderate indebtedness increased in <strong>2001</strong> considering<br />
the operations of external growth, the tax payment on<br />
the capital gain of Paris expo and a modification of<br />
working capital requirement due to the seasonal aspect.<br />
Profit before tax and exceptional items is as follows :<br />
In K€ <strong>2001</strong> 2000<br />
Net sales 235 043 214 083<br />
Income 14 391 17 492<br />
% 6.12 % 8.17 %
48 49<br />
d - Exceptional profit / (loss<br />
This year the exceptional profit / (loss) reaches 98 K€. This<br />
amount includes principally the capital gain on the sale<br />
of real estate and the registered loss when material was<br />
shipped back from Sydney. As a reminder, the exceptional<br />
profit / (loss) for the year 2000 was particularly high<br />
considering the capital gain of K€ 23 033 on the Paris<br />
expo operation.<br />
e - Corporate tax and consolidated profit<br />
For the years <strong>2001</strong> and 2000 income before and after tax can be presented as follows :<br />
In K€ <strong>2001</strong> 2000<br />
Consolidated income before tax<br />
for integrated entities 14 490 37 151<br />
Current and deferred taxes 4 650 13 567<br />
Tax rates 32.1 % 36.5 %<br />
Consolidated profit after tax<br />
of integrated companies 9 840 23 584<br />
The tax rate is low considering the taxation of certain foreign companies as well as the tax exemption from which a<br />
company recently created by the Group benefits.<br />
f - Financial, net cash and investments<br />
During the period the level of net indebtedness increased<br />
by K€ 31 008 and at 31 December <strong>2001</strong> reached K€ 48<br />
830. This increase should be put into context as the<br />
indebtedness by the end of 2000 was exceptionally low.<br />
Based on this element, the net gearing reaches 57% at<br />
31 December <strong>2001</strong> compared to 22% at the end of 2000.<br />
The Group maintains a strong capacity to invest in rental<br />
equipment as well as in external growth. One should<br />
underline the acquisitions of Owen Brown in <strong>2001</strong> and<br />
BS Vision at the beginning of 2002, as well as the<br />
significant investments realized by the Group in<br />
equipment to be used for Première Vision shows for the<br />
coming six years.<br />
At 31 December <strong>2001</strong>, cash flow is stable at K€ 24 574<br />
(10.6 % of net sales) compared to K€ 24 323 at the end<br />
of 2000.<br />
g - External growths<br />
Two operations of external growth were carried out in <strong>2001</strong>. Both respected the key factors mentioned in paragraph<br />
3.7.3 of the present document.<br />
The operating profit of the two main companies recently acquired is illustrated as follows :<br />
● OWEN BROWN<br />
OWEN BROWN 31 December <strong>2001</strong> 31 December <strong>2001</strong> 31 March <strong>2001</strong><br />
(M€) (6 months) (9 months) (12 months)<br />
from 1 July<br />
from 1 April<br />
to December <strong>2001</strong> to 31 December <strong>2001</strong><br />
Net sales 9.9 14.2 16.6<br />
Operating profit 1.2 1.4 1.7<br />
Net profit 0.8 1.1 1.2<br />
Net fixed assets and stock 7.7 7.7 6.8<br />
Shareholders‘ equity 5.7 5.7 4.6<br />
Net cash position (asset) (119) (119) -<br />
Number of employees 154 154 144<br />
Owen Brown, which joined the Group <strong>GL</strong> in July <strong>2001</strong>,<br />
reinforces the Group’s offer in the field of structures.<br />
Since Owen Brown ends its fiscal year on 31 March, a<br />
position has been established at 31 December <strong>2001</strong>, the<br />
company having been integrated into the consolidated<br />
accounts starting 1 July <strong>2001</strong>.<br />
Prospects for 2002 see a 25% increase in its net sales.
4<br />
● PACKAGE ORGANISATION<br />
PACKAGE ORGANISATION 31 December <strong>2001</strong> 31 December <strong>2001</strong> 31 December 2000<br />
(M€)<br />
(4 months)<br />
from 1 September <strong>2001</strong><br />
to 31 December <strong>2001</strong><br />
Net sales 2.9 6.2 5.8<br />
Operating profit 0.1 0 0.4<br />
Net profit 0 0 0.6<br />
Shareholders‘ equity 1.2 1.2 1.2<br />
Net gearing 0 0 2.6<br />
Number of employees 24 24 21<br />
Based in Lyon, Package Organisation is part of the<br />
organization of congresses and conventions in domains<br />
as diverse as scientific, medical, environment, economic<br />
and touristic development. The company has been<br />
integrated in the consolidated accounts starting 1<br />
September <strong>2001</strong>.<br />
Package Organisation holds three subsidiaries (100 %<br />
holding), CEE and Norexpo with activity in the <strong>events</strong><br />
business and Centre Infobatir, a documentation center<br />
for professionals in the building business. These three<br />
subsidiaries generate annual net sales of 3.9 m€ and an<br />
operating profit close to 0 in <strong>2001</strong> compared to 4.8 m€<br />
and 0.2 m€ in operating loss in 2000. Considering the<br />
date of integration in the consolidated accounts, the<br />
consolidated four months post net sales of 1.6 m€ and<br />
operating profit of 0.1 m€.<br />
h - Evolution of the six principal subisidiaries of the Group : <strong>GL</strong> Espace & Décor, <strong>GL</strong> Mobilier, SF Protection, ISF,<br />
Décorama and Hall Expo<br />
● <strong>GL</strong> ESPACE & DECOR<br />
<strong>GL</strong> ESPACE & DECOR <strong>2001</strong> 2000<br />
(M€)<br />
Net sales 59.8 73.2<br />
Operating profit 2.2 1.2<br />
Net profit 2.8 3.5<br />
Net fixed assets and stock 20.6 20.9<br />
Equity 17.5 15.3<br />
Net gearing (asset) (4.2) (7.2)<br />
<strong>GL</strong> Espace & Décor is present in the show and event<br />
market and proposes services of general installation to<br />
clients-organizers and modular and custom-made stands<br />
to clients-exhibitors.<br />
The activity of the company has decreased by 18 %<br />
principally in the area of <strong>events</strong>, taking into account the<br />
important projects carried out in 2000, the Sydney<br />
Olympic Games and the Summits of the Heads of State.<br />
Profit before tax and exceptional items increases by 71 %<br />
from 1.9 m€ to 3.3 m€ in <strong>2001</strong>. This progression is the<br />
result of a policy of economic research adopted during<br />
the course of the year as well as an improved rotation of<br />
assets.<br />
The exceptional profit/ (loss) shows a slight loss going<br />
from 1.6 m€ in 2000 to (0.1 m€), as the year 2000<br />
registered an internal profit due to a sale in the amount<br />
of 1.8 m€ (profit eliminated in the consolidated<br />
accounts) as part of a legal restructuring of the activity<br />
Structures & Grandstands. Note also the absence of a<br />
corporation tax charge due to brought forward<br />
operating tax losses.<br />
The net profit for the year 2000 comes to 2.8 m€.<br />
Retroactively back to 1 January <strong>2001</strong>, the company <strong>GL</strong><br />
Espace & Décor absorbed Rex Réalisation company,<br />
whose goodwill was operated by <strong>GL</strong> Espace & Décor.
50 51<br />
● <strong>GL</strong> MOBILIER<br />
<strong>GL</strong> MOBILIER (M€) <strong>2001</strong> 2000<br />
Net sales 25.6 27.5<br />
Operating profit 2.3 1.9<br />
Net profit 1.5 0.9<br />
Net fixed assets and stock 7.8 7.1<br />
Equity 8.5 8.9<br />
Net gearing (asset) (0.5) (1.5)<br />
During the course of the year <strong>2001</strong>, net sales of <strong>GL</strong><br />
Mobilier come to 25.6 m€. Thanks to a good control of<br />
the fixed charges, operating profit reached 2.3 m€ or<br />
8.8 % of net sales in <strong>2001</strong> compared to 6.9 % in 2000.<br />
<strong>GL</strong> Mobilier continues to offer its support to offices<br />
around France in the development of the “Furniture”<br />
activity by increasing their stock of materials specially in<br />
the Rhônes-Alpes and PACA areas. In 2002, it will<br />
actively pursue the development of the <strong>events</strong> business<br />
through major national and international <strong>events</strong> and at<br />
the same time consolidate its exhibition activity by<br />
renewing major contracts.<br />
Following a small net financial charge and an exceptional<br />
proft / (loss) of 0, a corporate tax of (0.7 m€) and<br />
employee profit sharing of (0.1 m€), net profit equals<br />
1.5 m€.<br />
● SF PROTECTION<br />
SF PROTECTION (M€) <strong>2001</strong> 2000<br />
Net sales 20.2 17.8<br />
Operating profit 3.9 2.6<br />
Net profit 2.1 1.4<br />
Net fixed assets and stock 13.8 12.4<br />
Equity 7.6 6.9<br />
Net gearing 5.8 7.1<br />
Leader in its market, this company joined the Group in<br />
September 2000 and reinforced the Group’s offer in<br />
structures. SF Protection’s activity is to propose<br />
structures for storage to industrial and commercial<br />
companies either for sales or on long-term rental<br />
agreement.<br />
In <strong>2001</strong>, net sales registered a 14 % increase to reach<br />
20.2 m€. This development allows a 55 % increase of the<br />
operating profit at 3.9 m€.<br />
During the course of the year, the company moved from<br />
Saint Priest to Brignais to be closer to the other companies<br />
of the Group. Moreover, the company started the<br />
commercialization of its lines of products in Spain, Italy<br />
and in the United Kingdom.<br />
Taking into account a financial charge of (0.4 m€), an<br />
exceptional profit/ (loss) of nil, a tax of (1.2 m€) and an<br />
employee profit sharing of (0.2 m€), the net profit comes<br />
to 2.1 m€ compared to 1.4 m€ in 2000.<br />
● ISF<br />
ISF (M€) 31 December <strong>2001</strong> 31 July 2000 From 1 August<br />
(12 months) (12 months) to 31 December 2000<br />
(5 months)<br />
Net sales 16.6 15.2 8.0<br />
Operating profit 1.1 1.7 0.7<br />
Net profit 0.7 1.0 0.4<br />
Net fixed assets and stock 3.9 3.2 3.4<br />
Equity 2.8 2.4 2.8<br />
Net gearing (asset) 1.1 (1.4) (1.2)<br />
Located in Nantes, ISF is a company specialized in the<br />
design and distribution of a line of modular equipment for<br />
exhibitions. The company joined the Group on 1 August<br />
2000.<br />
With its commercial forces, net sales come to 16.6 m€ in<br />
<strong>2001</strong>, a 2 % increase compared to 2000, and this despite<br />
a difficult macroeconomic environment during the second<br />
semester.<br />
ISF continues to invest for the future by reinforcing its<br />
commercial network in France as well as by adapting its<br />
internal organization to more modern management<br />
techniques.<br />
Taking into account small financial and exceptional<br />
income, net profit before tax (0.3 m€) and employee profit<br />
sharing (0.1 m€) comes to 0.7 m€.
4<br />
● DECORAMA<br />
DECORAMA (M€) <strong>2001</strong> 2000<br />
Net sales 13.2 15.6<br />
Operating profit (0.1) 1.0<br />
Net profit (0.2) 0.6<br />
Net fixed assets and stock 0.7 1.1<br />
Equity 0.6 1.2<br />
Décorama is a company which specializes in prestige<br />
stands, signage, fittings for department stores/<br />
hypermarkets and museum fittings.<br />
During the course of the year <strong>2001</strong>, the company<br />
DECORAMA realized sales of 13.2 m€. The absence of<br />
exceptional international <strong>events</strong> had an impact on the<br />
level of activity in <strong>2001</strong>, and consequently on its profit. The<br />
commercial investment launched in 2000 and pursued in<br />
<strong>2001</strong>, allowed DECORAMA to orient itself towards more<br />
recurrent markets while remaining on the market of<br />
prestige stands.<br />
Finally, it will continue the recovery of its profitability by<br />
adapting its structural charges to its level of activity.<br />
Considering a small financial charge and the absence of<br />
exceptional items, net profit comes to (0.2) m€ compared<br />
to 0.6 m€ in 2000.<br />
● HALL EXPO<br />
HALL EXPO (M€) <strong>2001</strong> 2000<br />
Net sales 16.8 24.7<br />
Operating profit (1.6) 1.6<br />
Net profit (2.7) 0.5<br />
Net fixed assets and stock 9.9 12.6<br />
Equity 7.0 5.9<br />
Hall Expo generates its activity in the rental of structures<br />
and grandstands for the need of organizers of <strong>events</strong> and<br />
shows.<br />
After an exceptional year 2000 thanks to the Sydney<br />
Olympic Games, the global activity is slowing down by<br />
38 % and net sales of 16.8 m€ can be analyzed as follows :<br />
• 4.3 m€ for Temporary seating/ Grandstands, that is a<br />
decrease of about 52 % compared to the one of 2000,<br />
linked principally to the Sydney project,<br />
• 12.5 m€ for Structures, that is a decrease of 20 % also as<br />
a result of the Sydney Olympic Games.<br />
Net sales are superior to the provisional budget of <strong>2001</strong> and<br />
the activity in France is in progression compared to the<br />
previous year.<br />
<strong>2001</strong> is a year of transition for the company, highlighed<br />
mostly by the return of the equipment from Sydney and the<br />
development of new markets. The move to a new<br />
production site in Brignais dedicated to the activity of<br />
structures will give the possibility to better respond to the<br />
demands of the growth and to optimize logistics. Hall Expo<br />
continues its development of commercial activity in Paris as<br />
well as the development of the synergy of the sector<br />
Structures/ Grandstands.<br />
The exceptional result of (0.8) m€ is mostly due to cost<br />
when returning the material from Sydney after the Olympic<br />
Games.<br />
After tax, net loss is (2.7) m€ compared to 0.5 m€ in 2000.<br />
Moreover, HALL EXPO increased its capital to € 3 817 236.62<br />
through the incorporation of GENERALE LOCATION current<br />
account.<br />
i - Significant post-balance sheet <strong>events</strong><br />
• As part of the development of venue management, the<br />
Group took over the management of the Pierre Baudis<br />
Congress Center in Toulouse on 1 January 2002.<br />
• BS Vision was acquired at the beginning of 2002 : it<br />
specializes in the interior fittings of tertiary buildings<br />
(up-market hotels, head offices,…) and the naval sector.<br />
Located in the Paris area and Loire Atlantique, BS VISION<br />
offers the Group a highly specialized expertise in the<br />
management of businesses with duration of execution<br />
exceeding 12 months. As a result, this new know-how<br />
will be introduced and developed in the other Group’s<br />
subsidiaries with a related activity. For the year 2002, BS<br />
VISION is expecting net sales of about 27 m€.
52 53<br />
j - Prospects<br />
The Group announced for the year 2002 a sales increase<br />
above 20 %, including the signatures of major contracts and<br />
operations of external growth carried out until the end of<br />
January.<br />
Additional external growth could possibly allow the<br />
development of on-going activities and the enlargement of<br />
the geographical network.<br />
With a low gearing and strong cash flow, Générale Location<br />
has the financial means to reach its objectives.<br />
k - Estimation of the goodwill value in the consolidated accounts<br />
Through application of the accounting principles stated in the notes, the Board of Directors at 4 March 2002 verified that the<br />
criteria used to justify the carrying value of goodwill were respected and has subsequently decided no to make any provision for<br />
goodwill.<br />
l - Research and development<br />
The company has a capacity to innovate and to create on<br />
a grand scale in order to satisfy market in constant<br />
evolution. The R & D Departments of Générale Location<br />
and the sectors managers with the help of associates are<br />
always looking to upgrade and find new technologies<br />
and improved logistics organizations to handle deadlines<br />
always made shorter.<br />
Moreover the company as a whole and more specifically<br />
under the impulse of the holding company, Générale<br />
Location, takes particular care to improve the global<br />
offer proposed to markets. Consequently, each year it<br />
integrates new products, new services acquired by the<br />
company through either internal development or<br />
through external growth.<br />
The company is not in the process of conducting stricto<br />
sensu a fundamental research.<br />
m – Approval of the consolidated accounts<br />
In compliance with the provisions of the law <strong>2001</strong>-420<br />
of 15 May <strong>2001</strong>, we suggest that you approve the<br />
consolidated accounts for the year ended 31 December<br />
<strong>2001</strong> (balance sheet, income statement and notes) such<br />
as they are presented to you and which post a profit on<br />
the consolidated total of € 9 677 549 (net group profit<br />
at € 9 170 832).<br />
4-1-1-2 Activity of Générale Location holding – Presentation of the corporate financial statements<br />
a – Activity of the company during the year <strong>2001</strong>, balance sheet and income statement<br />
Net sales of Générale Location decreased by 9.3% from<br />
11.7 m€ to 10.6 m€. The holding company is remunerated<br />
via fees charged to the subsidiaries. Générale Location<br />
pursued its development by taking control of new<br />
companies and by benefiting from growth of the group<br />
subsidiaries.<br />
During the course of the year, Générale Location directly<br />
acquired the following :<br />
• 65% of Package Organisation which holds three<br />
subsidiaries CEE, Centre Infobatir and Norexpo.<br />
• 70% of Boite à Sons, a subsidiary of Générale Location<br />
with the remaining 30% already held by the Group. The<br />
company A2M Congrès is a subsidiary at 100% of Boite<br />
à Sons.<br />
Générale Location completed its shareholding of the<br />
company Secil by acquiring the remaining 49%, as well<br />
as in the company Financière Par 3 by acquiring 3%.<br />
Générale Location concentrates its investments on its<br />
activity as service provider and has no intention to<br />
establish for itself a portfolio of real estate assets;<br />
moreover, SCI 88, which holds the non-trading real<br />
estate company Le Favier 92, Prisma 94, Raspail Brignais,<br />
Hall 96 as well as 45% of the non-trading real estate<br />
company Vachon Lisses, was sold on 30 June <strong>2001</strong> to<br />
Polygone SA for the sum of 2.3 m€. This sale was realized<br />
after the estimation of the real assets carried out by an<br />
independent expert (Galtier Firm), and generated a<br />
capital gain of 1.3 m€ after tax. The rents received by the<br />
non-trading real estate companies for the year <strong>2001</strong>, as<br />
well as the ones planned for the coming years, are in<br />
keeping with market prices.<br />
The activity of the Group’s cash flow management has<br />
contributed 0.4 m€ to the financial result.<br />
b - Post Year End Events<br />
BS Vision was acquired at the beginning of 2002 : it<br />
specializes in the interior fittings of buildings of the<br />
tertiary sector (up-market hotels, head offices,…) and<br />
the naval sector. Located in the Paris area and Loire<br />
Atlantique, BS VISION offers the Group a highly<br />
specialized expertise in the management of businesses<br />
with execution duration exceeding 12 months. As a<br />
result, this new know-how will be introduced and<br />
developed in the other Group’s subsidiaries with a<br />
related activity. After net sales of 28 m€ for the year<br />
<strong>2001</strong>, BS VISION expects to maintain its net sales and<br />
profitability for the coming year.
4<br />
c - Future Prospects<br />
Générale Location, acting as the group’s holding will continue to assume its different roles without any modification.<br />
d - Proposition for allocation of profit and various notes<br />
d 1 - Allocation of profit<br />
We suggest that you kindly approve the corporate<br />
accounts at 31 December <strong>2001</strong> (balance sheet, income<br />
statements and notes) such as they are presented and<br />
which show a profit of €. 8 426 238.68.<br />
We also propose that you approve the determination of<br />
distributable earnings and the following allocations :<br />
Determination of the distributable earnings (in €)<br />
Net income 8 426 238.68<br />
Suggested allocation<br />
Legal reserve 421 311.93<br />
Long-term capital gain reserve 1 259 646.39<br />
Dividends at €. 0.28 per share 3 354 692.60<br />
Retained earnings 3 390 587.76<br />
TOTAL 8 426 238.68<br />
The net dividend per share would be €. 0.28 and the<br />
corresponding tax credit (calculated at 50 %) of €. 0.14<br />
for those shareholders entitled, resulting in a gross income<br />
of €. 0.42 and this subject to the special provisions<br />
included on the General Tax Code corresponding to the<br />
sum and the beneficiary of the tax credit.<br />
Shareholders‘ equity after allocation would amount to<br />
K€ 70 807.<br />
In order to comply with the company law, we remind you<br />
that sums distributed as dividends and the<br />
corresponding tax credit for the last three years are as<br />
follows :<br />
Fiscal years Net dividend Tax credit (rate of 50 %)<br />
1998 0.10 0.05<br />
1999 0.20 0.10<br />
2000 0.28 0.14<br />
The given information holds true for the three years of the division by five of the nominal value of the share after<br />
decision made by the Mixed <strong>Annual</strong> General Meeting of 15 June <strong>2001</strong>.<br />
d 2 - Non-tax deductible expenses<br />
We inform you that in compliance with the provisions of<br />
the article 223 of the General Tax Code, the annual<br />
accounts take into account the 15 985 €uros, not<br />
d 3 - Agreements relating to articles L 225-38 and<br />
following of the Business Code<br />
We ask you, in compliance with the articles L 225-40 of<br />
the Business Code, to approve the agreements relating to<br />
the articles L 225-38 of the same code and agreed upon<br />
or pursued during the year under review and having been<br />
deductible in accordance with the article 39-4 of the<br />
General Tax Code.<br />
authorized on a regular basis by the Board of Directors.<br />
Your auditors were duly informed of these agreements<br />
which they describe in their special <strong>report</strong>.
54 55<br />
d 4 - Acquisitions and investments of the year<br />
The acquisitions and investments of the year are as follows :<br />
More than 1/20 of the capital Nil<br />
More than 1/10 of the capital Nil<br />
More than 1/5 of the capital Nil<br />
More than 1/3 of the capital Secil<br />
More than 1/2 of the capital Nil<br />
More than 2/3 of the capital Boîte à Sons<br />
Package Organisation<br />
Creation :<br />
<strong>GL</strong> USA (United States of America)<br />
<strong>GL</strong> Convenciones Barcelona (Spain)<br />
<strong>GL</strong> Europe Holding BV (Netherlands)<br />
Sodem System<br />
We would appreciate if you would give a favorable vote to the resolutions presented to you for approval.<br />
e – Renewal of the term of office of a board member<br />
The term of office as board member of Mr. Gilles<br />
GOUEDARD COMTE coming to an end during the <strong>Annual</strong><br />
General Meeting with decision power over the financial<br />
statements ended 31 December <strong>2001</strong>, we ask you to renew<br />
his term of office for a period of six years which will come<br />
to a close during the Ordinary <strong>Annual</strong> Meeting called to<br />
convene with decision power over the financial statements<br />
ended 31 December 2007.<br />
f – Nomination of two board members in addition to the members already in place<br />
We propose the nomination of Mr. Erick ROSTAGNAT and<br />
of Mr. Damien BERTRAND to come in addition to the<br />
members currently in place.<br />
Mr. Erick ROSTAGNAT and Mr. Damien BERTRAND would<br />
be nominated for a period of six years which would come<br />
to an end during the Ordinary <strong>Annual</strong> General Meeting<br />
called to convene with decision power over the financial<br />
statements ended 31 December 2007.<br />
Mr. Erick ROSTAGNAT is Chief Financial Officer of<br />
GENERALE LOCATION and an employee of the said<br />
company.<br />
Mr. Damien BERTRAND is the manager of the division<br />
Space & Decoration.<br />
g – Renewal of the term of office of the Statutory Auditors and the Alternate Statutory Auditors<br />
The terms of office of both Statutory Auditors, Mr. André<br />
FLUCHAIRE and Jean-Paul SIMOENS coming to an end<br />
during the <strong>Annual</strong> General Meeting called to convene<br />
with decision power over the financial statements ended<br />
31 December <strong>2001</strong>, we ask you to renew their terms of<br />
office for a six-year period which will come to a close<br />
during the Ordinary <strong>Annual</strong> Meeting called to convene<br />
with decision power over the financial statements ended<br />
31 December 2007.<br />
The terms of office of the Alternate Statutory Auditor,<br />
Mr. Michel MAZA coming to an end during the <strong>Annual</strong><br />
General Meeting called to convene with decision power<br />
over the financial statements ended 31 December <strong>2001</strong>,<br />
we ask you to renew his terms of office for a six-year<br />
period which will come to a close during the Ordinary<br />
<strong>Annual</strong> Meeting called to convene with decision power<br />
over the financial statements ended 31 December 2007.<br />
The terms of office of Alternate Auditing Company HLB<br />
ORFIS coming to an end during the <strong>Annual</strong> General<br />
Meeting called to convene with decision power over the<br />
financial statements ended 31 December <strong>2001</strong>, we<br />
suggest the nomination as a replacement to the<br />
company HLB ORFIS , of Mr. Christophe VELUT for a sixyear<br />
period which will come to a close during the<br />
Ordinary <strong>Annual</strong> Meeting called to convene with<br />
decision power over the financial statements ended<br />
31 December 2007.
4<br />
4-1-2 Five year financial summary<br />
FINANCIAL RESULT FOR THE PAST FIVE YEARS<br />
1997 1998 1999 2000 <strong>2001</strong><br />
€ € € € €<br />
I. Share capital at year end<br />
a. Share capital 25 497 098 34 624 983 34 624 983 36 438 959 47 910 780<br />
b. Number of existing common shares 1 672 500 2 271 250 2 271 250 2 390 239 11 977 695<br />
c. Number of existing shares<br />
with majority dividends<br />
(with no voting right)<br />
d. Maximum number of shares<br />
outstanding :<br />
d1. through conversion of bonds 250 000<br />
d2. through rights of subscriptionn<br />
d3. through exercise<br />
of stock options 100 000 100 000 100 000 473 500<br />
II. Operations and results<br />
a. Net sales and revenues 5 963 182 7 678 231 9 542 700 11 687 168 10 602 144<br />
b. Net income before tax, employee<br />
profit sharing, depreciation,<br />
amortization and provisions 2 327 601 1 869 144 5 071 549 27 113 349 7 788 187<br />
c. Income taxes 19 937 (336 565) 9 071 181 (513 232)<br />
d. Employee profit sharing<br />
e. Net income after tax, employee<br />
profit sharing, and charges to<br />
depreciation, amortization<br />
and provisions 2 307 664 1 661 489 4 588 863 14 903 880 8 426 239<br />
f. Dividends 1 223 860 1 135 625 2 271 250 3 350 255 3 354 693<br />
III. Earnings per share<br />
a. Income afer tax and employee<br />
profit sharing, but before charges<br />
to depreciation, amortization<br />
and provisions 1.79 0.82 2.23 7.55 0.69<br />
b. Income after tax, employee profit<br />
sharing and charges to depreciation,<br />
amortization and provisions 1.38 0.73 2.01 6.23 0.70<br />
c. Dividend per share (1) 0.15 0.10 0.20 0.28 0.28<br />
IV. Employee data<br />
a. Average number of employees<br />
during the year 18 19 24 27 36<br />
b. Personnnel costs for the year 1 125 866 964 458 1 084 668 1 235 796 1 715 516<br />
c. Other personnel costs fof the year<br />
(social security, social works, etc.) 743 609 774 729 812 388 915 430 1 076 238<br />
(1) the dividends take into account the division by five of the nominal value over the past five years
56 57<br />
4-1-3 Inventory of securities<br />
a – Shares and company Interests<br />
Investment (French and foreign)<br />
The complete list of French and foreign investments of Générale Location is included in the table of the subsidiaries<br />
and other investments.<br />
Other Financial Interests and Securities<br />
Number of shares<br />
Total value<br />
in K€<br />
French :<br />
Shares owned by <strong>GL</strong> 35 107 575<br />
Liquidity contract<br />
for up to 50 % 17 515 329<br />
Second Marché shares<br />
Nouveau Marché shares 62<br />
Total of investments in shares 439<br />
Money Unit Trust 731<br />
Foreign : -<br />
b – Assimilated stocks and bonds<br />
Nil<br />
4-1-4 Profit allocation for the year<br />
(In €)<br />
Sources<br />
Retained earnings<br />
Net result 8 426 238.68<br />
Withholding on reserves<br />
Allocations<br />
Allocation to reserves<br />
- Legal reserves 421 311.93<br />
- Long-term capital gain reserves 1 259 646.39<br />
Dividends 3 354 692.60<br />
Other distributions<br />
- Retained earnings 3 390 587.76
58 59<br />
4-2<br />
Consolidated Financial Statements<br />
Financial Statement<br />
for the year<br />
ended 31 December <strong>2001</strong>
4<br />
4-2-1 Consolidated Income Statement<br />
<strong>2001</strong> 2000 1999<br />
Notes K€ K€ K€<br />
Sales 2.3 and 20 235 043 214 083 146 655<br />
Change in inventories 20 6 190 3 077 4 958<br />
Other income 21 7 845 6 534 3 528<br />
Operating income 249 078 223 693 155 141<br />
Raw materials used in production 26 548 25 432 20 556<br />
External charges 110 148 102 926 62 631<br />
Taxes and duties 5 237 5 017 3 776<br />
Personnel expenses and employee profit sharing 25 and 26 67 982 52 126 41 386<br />
Depreciation and provisions 21 20 360 17 726 13 806<br />
Amortization of goodwill - - 79<br />
Other operating expenses 21 1 760 1 752 820<br />
Operating expenses 232 036 204 981 143 053<br />
Operating profit 22 17 042 18 713 12 087<br />
Financial income 23 1 345 2 229 1 445<br />
Financial charges 23 3 996 3 450 2 635<br />
Net financial charge 23 (2 651) (1 221) (1 190)<br />
Income before exceptional items 14 391 17 492 10 897<br />
Exceptional income 2.3 and 24 5 016 48 698 2 856<br />
Exceptional charges 2.3 and 24 4 918 29 038 4 417<br />
Exceptional profit / (loss) 2.3 and 24 98 19 660 (1 561)<br />
Corporate tax 2.3 and 12 4 650 13 567 3 618<br />
Consolidated companies profit 9 840 23 584 5 718<br />
Amortization of acquired goodwill 2.3 and 4 162 115 114<br />
Share in profit of comp. consolidated under<br />
the equity method 0 62 5<br />
Net consolidated profit 9 678 23 531 5 609<br />
Minority interests 15 (507) (1 213) (697)<br />
Net consolidated group profit / (loss) 15 9 171 22 318 4 912<br />
Consolidated net earnings per share (in Euros) (1) 2.3 0.77 1.94 0.43<br />
Potential consolidated net earning s per share (in Euros) (2) 0.74 1.86 0.41<br />
(1) average number of shares in 1999, 2 271 250 or 11 356 250 after division by 5<br />
average number of shares in 2000, 2 300 997 or 11 504 985 after division by 5<br />
Average number of shares in <strong>2001</strong> or 11 963 913<br />
(2) diluted number of shares in 1999, 2 371 250 or 11 856 250 after division by 5<br />
diluted number of shares in 2000, 2 400 997 or 12 004 985 after division by 5<br />
diluted number of shares in <strong>2001</strong> or 12 451 195
60 61<br />
4-2-2 Consolidated Balance Sheet<br />
<strong>2001</strong> 2000 1999<br />
Assets Gross Deprec. & provis. Net Net Net<br />
Notes K€ K€ K€ K€ K€<br />
Fixed assets<br />
Goodwill 2.3 and 3 70 859 81 70 778 60 785 38 432<br />
Goodwill on acquisition 2.3 and 4 863 510 353 263 378<br />
Other intangible assets 2.3 and 4 6 411 4 198 2 213 1 292 1 155<br />
Lands and constructions 2.3 and 5 5 415 813 4 602 10 858 9 889<br />
Other tangible assets 2.3 and 5 31 237 21 014 10 222 8 724 6 422<br />
Long term investments 2.3 and 6 4 228 1 347 2 881 2 514 21 660<br />
Invest.consolidated under the equity method 7 0 0 0 375 314<br />
119 012 27 962 91 049 84 811 78 250<br />
Rental equipment 2.3 and 8 98 381 44 939 53 442 46 104 31 656<br />
Current assets<br />
Inventories and work in progress 2.3 and 9 11 396 637 10 759 9 162 4 923<br />
Trade receivables 2.3 and 10 64 696 5 961 58 735 57 751 35 085<br />
Other accounts receivable 2.3 and 11 18 164 1 815 16 349 17 410 13 688<br />
Deferred taxes 2.3 and 12 1 405 0 1 405 1 178 545<br />
Prepaid expenses 2.3 and 13 2 987 0 2 987 4 173 3 080<br />
Short term investments 2.3 and 14 3 600 278 3 322 12 011 4 547<br />
Cash and cash equivalents 2.3 and 14 8 814 0 8 814 16 502 7 960<br />
111 062 8 691 102 371 118 188 69 828<br />
Total assets 328 456 81 593 246 863 249 103 179 734<br />
<strong>2001</strong> 2000 1999<br />
Liabilities & Shareholders‘ Equity Notes K€ K€ K€<br />
Shareholder’s equity<br />
Share capital 15 47 911 36 439 34 625<br />
Consolidated reserves 15 26 078 18 389 8 669<br />
Currency translation adjustment 2.2.4 and 15 352 504 186<br />
Net profit / (loss) for the period 15 9 171 22 318 4 911<br />
15 83 512 77 649 48 391<br />
Minority interests 15 2 402 3 432 2 049<br />
Provisions for liabilities and charges 2.3 and 16 3 836 6 449 2 932<br />
Deferred taxes 2.3 and12 152 650 1 172<br />
Liabilities<br />
Long and medium term financial loans 17 and 18 52 056 38 351 54 971<br />
Bank overdrafts 17 and 18 7 716 7 872 1 857<br />
Payments received on orders in progress 18 1 966 2 719 1 065<br />
Accounts payable 18 41 239 51 321 28 454<br />
Tax and social liabilities 18 26 490 36 729 20 215<br />
Other liabilities 18 17 444 15 457 4 658<br />
Deferred income 19 10 050 8 473 13 970<br />
156 961 160 924 125 190<br />
Total liabilities 246 863 249 103 179 734
4<br />
4-2-3 Consolidated Cash Flow Statement<br />
<strong>2001</strong> 2000 1999<br />
Notes K€ K€ K€<br />
Cash & cash equi. at the beginning of the year (discounted notes) (1) 20 955 8 394 (2 327)<br />
Operating activities<br />
Net profit 15 9 171 22 318 4 912<br />
Depreciations and provisions 15 697 17 429 13 225<br />
Charges transferred to the deferred charges account (818) (138) (1 424)<br />
Capital (gains) and losses on disposal of fixed assets (195) (16 142) 313<br />
Minority interests in net consolidated profit 15 507 1 213 697<br />
Part of net profit from companies consolidated under the equity method 0 (62) (5)<br />
Deferred tax charge / (profit) 12 212 (295) 718<br />
Net cash flow excluding working capital movements 24 574 24 323 18 436<br />
Elimination of income and expenses with no cash effect<br />
or not a result of operating activities :<br />
Change in inventory (63) (541) (952)<br />
Change in accounts receivable, discounted notes and deferred income 3 719 (14 436) 5 969<br />
Change in accounts payable (14 450) 12 627 6 386<br />
Change in other balances (15 123) 4 270 (2 823)<br />
Variation in working capital (25 917) 1 920 8 580<br />
Net cash flow from operating activities (A) (1 343) 26 243 27 016<br />
Investing activities<br />
Acquisition of tangible assets and rental equipment (22 541) (19 342) (11 654)<br />
Acquisition of intangible fixed assets (1 643) (384) (336)<br />
Disposal of tangible and intangible assets 24 984 1 450 357<br />
Purchase of long term investments (1 393) (1 192) (20 920)<br />
Sale of long term investments 696 43 660 88<br />
Net cash flows from acquisition and disposal of subsidiaries (5 092) (20 250) (1 422)<br />
Net cash flow from investing activities (B) (28 989) 3 942 (33 887)<br />
Financing activities<br />
Cash inflows from shareholders due to share capital increases 181 9 709 0<br />
Dividends paid to shareholders of the parent company 15 (3 349) (2 272) (1 136)<br />
Dividends paid to the minority shareholders of the<br />
consolidated companies 15 (100) (427) (612)<br />
Cash inflows from new loans 26 806 9 536 32 280<br />
Repayment of loans (11 025) (34 227) (13 009)<br />
Conversion of debts 0 0 0<br />
Net cash flow from financing activities (C) 12 513 (17 682) 17 524<br />
Impact of exchange rate movements (D) 90 57 68<br />
Net increase (A + B + C + D) (17 729) 12 561 10 721<br />
Cash & Cash Equivalents at year end (discounted notes) (1) 3 226 20 955 8 394<br />
(1) Cash balance : cash and bank balances + short term investments - (bank overdrafts + “Dailly”) – discounted notes<br />
(2) the capital gains and losses on asset disposals are presented net of tax.<br />
(3) In 2000, the company SF Protection was acquired at 93.59 %. This acquisition was paid partly in cash (K€ 5 916) and partly in<br />
shares (K€ 9 709). The part paid in shares was not compensated for in the table of the consolidated cash flow statement in order<br />
to facilitate reconciliation with the notes.
62 63<br />
4-2-4 Notes to the consolidated financial statements at 31 December <strong>2001</strong><br />
Unless otherwise indicated, the following information is<br />
expressed in thousands Euros. The notes below form an<br />
integral part of the consolidated financial statements for<br />
the (12 month) period ended 31 December <strong>2001</strong>. The<br />
consolidated financial statements were approved by the<br />
Board of Directors on 4 March 2002.<br />
Note 1<br />
Significant <strong>events</strong> and Pro forma information<br />
The major <strong>events</strong> of the year are the following :<br />
• As part of the group’s tendency towards a greater globalization and a deeper penetration in the <strong>events</strong> market :<br />
acquisition of the British company Owen Brown,<br />
• Disposal of the non-trading real estate companies held by Générale Location,<br />
• Development of the activity of engineering and communication by event with the integration of Package,<br />
• Additional shareholding up to 100 % in the company Secil.<br />
Générale Location acquired the company Owen Brown,<br />
major player on the British market. Created in 1913,<br />
Owen Brown specializes in the installation and rental of<br />
temporary structures.<br />
Finalization of the sale of Générale Location’s real estate.<br />
SCI 88, which holds the following non-trading real<br />
estate investment companies : Le Favier 92, Prisma 94,<br />
Raspail Brignais, Hall 96 and at the same time 45% of<br />
the non-trading real estate investment company Vachon<br />
Lisses was sold on 30 June <strong>2001</strong> to the company<br />
Polygone SA. Taking into account the consolidation of<br />
the incomes of these companies until 30 June <strong>2001</strong>, the<br />
capital gain due to the sale recorded in the exceptional<br />
profit / (loss) comes to 0.6 m€, the tax on the corporate<br />
capital gain being 0.3 m€.<br />
In October, Générale Location took over majority interest<br />
in Package Organisation, a company held up to then by<br />
its principal shareholder Groupe Polygone. This company<br />
has three subsidiaries, CEE, Centre Infobatir and Norexpo.<br />
Operating profit for <strong>2001</strong> is influenced by the following<br />
two elements :<br />
• Economic situation for short-term rental of structures :<br />
the slow-down of the rotation rate of the structures<br />
invested for the Sydney Olympic Games, has for effect<br />
an operation loss of 1.5 m€. The actions launched in<br />
term of logistics, commercial and organizational<br />
operations should break even starting 2002.<br />
• Structural for venue management : following the<br />
increase at 100% of the shareholding interest in the<br />
company Secil, the company which operates the<br />
Convention Center of Lyon, the remuneration of the<br />
owner, previously paid with dividend, starting the year<br />
<strong>2001</strong> was paid via a rent which exercises an impact on<br />
the operating charges for 1.1 m€ ; this last item is then<br />
withdrawn from the pro forma presentation of the<br />
income statement.<br />
Pro forma consolidated income statement is presented<br />
below. It includes for each of the two years the following<br />
variations :<br />
• for the year 2000 :<br />
- Polygone Maroc originally consolidated in the first sixmonth<br />
is cancelled in its entirety.<br />
- the effects due to the deconsolidation of Morrocco and<br />
Spain are cancelled.<br />
• For the year <strong>2001</strong> :<br />
- cancellation of the companies acquired in <strong>2001</strong>, this<br />
concerns Owen Brown and Package Organisation with its<br />
three subsidiaries, CEE, Centre Infobatir, and Norexpo.<br />
- the companies acquired in 2000 are accounted for in<br />
<strong>2001</strong> at the same periods as those of the year 2000 ; the<br />
following companies are concerned : SF Protection, ISF,<br />
Standard Decoration, Team Legend, and <strong>GL</strong> Belgium.<br />
Note that the companies created in <strong>2001</strong> are not<br />
adjusted,<br />
- the non-trading real estate companies sold the 30th of<br />
June <strong>2001</strong> are taken into account for the 12 months of<br />
the year.<br />
- the rent paid by Secil to run the operation of the<br />
Convention Center of Lyon is cancelled net of tax and<br />
compensated by the result of minority interest,<br />
- cancellation of the financial expenses (at 4.5% rate )<br />
net of tax, corresponding to the disburserment of the<br />
shares of companies acquired in <strong>2001</strong>.
4<br />
Pro Forma Financial Income Statement <strong>2001</strong> 2000<br />
K€ K€<br />
Net sales 190 254 213 665<br />
Other operating income 13 960 9 611<br />
Operating expenses (191 057) (204 982)<br />
Operating profit 13 157 18 739<br />
Financial income 1 499 2 229<br />
Financial charges ((3 576) (3 594)<br />
Net financial charge (2 078) (1 365)<br />
Income before exceptional items 11 080 17 348<br />
Exceptional income 3 976 48 698<br />
Exceptional charges (4 471) (29 038)<br />
Exceptional profit / (loss) (1) (495) 20 780<br />
Corporate tax (3 293) (13 991)<br />
Companies profit 7 292 24 164<br />
Share in profit of comp. consolidated under the equity method 0 62<br />
Income before amortization of acquired goodwill 7 292 24 225<br />
Amortization of acquired goodwill (154) (115)<br />
Consolidated profit 7 138 24 111<br />
Minority interests (1 085) (1 213)<br />
NET CONSOLIDATED GROUP PROFIT / (LOSS) (1) 6 053 22 174<br />
Average number of shares (2) 11 963 913 11 504 985<br />
Consolidated net earnings per share in Euro (1) 0.51 1.93<br />
Consolidated net earnings per share in Euro<br />
excluding Paris expo impact 0.51 0.74<br />
(1) Reminder : The exceptional profit/ (loss) for the year 2000 takes into account the capital gain over the Paris expo operation for<br />
23 033 K€ before tax or 14 300 K€ after tax. Excluding this net capital gain, the net consolidated group profit/ (loss) for 2000<br />
would come to 8 497 K€.<br />
(2) The average number of shares of the year 2000 takes into account the division by five of the nominal value of the share.<br />
Note 2<br />
Consolidation Principles and Valuation Methods<br />
2-1 Accounting Regulations :<br />
The financial statements were established in compliance<br />
with the methods and accounting regulations generally<br />
admitted in France. Since 1 January 2000, the Group’s<br />
consolidated statements are in compliance with the<br />
recommendations of regulation 99-02 of the Accounting<br />
Regulatory Committee.<br />
2-2 Consolidation Method<br />
2-2-1 Consolidation Principles<br />
The companies over which the Group exercises exclusive<br />
control are consolidated according to the method of<br />
global integration starting from the actual date of control.<br />
The entities with a holding percentage between 20% and<br />
50% and in which the Group exercises a significant<br />
influence on the management and the financial policy are<br />
consolidated under the equity method.<br />
The entities which fit the description above but whose<br />
holding by the Group is temporary or whose activity is<br />
considered marginal are not consolidated.
64 65<br />
2-2-2 Consolidation scope<br />
The consolidation scope is presented in full in note 31.<br />
The principal variations in the consolidation scope are<br />
mentioned in note 1.<br />
In other respects, Générale Location created the following<br />
companies :<br />
• Sodem System which on 1 June <strong>2001</strong> acquired the assets<br />
of the company Sodem placed in official receivership for<br />
the following amount 1.25 M€,<br />
• <strong>GL</strong> USA to welcome the operating unit of the contract<br />
for the Salt Lake City Olympic Games and to develop the<br />
Group’s activity in the United States of America,<br />
• <strong>GL</strong> Convenciones Barcelona, a company which will be in<br />
charge of the operation of the International Convention<br />
Center of Barcelona,<br />
• <strong>GL</strong> Holding BV, a company which acquired the company<br />
Owen Brown.<br />
The inclusions and the exclusions for the period are as<br />
follows :<br />
Companies Date of inclusion or exclusion in <strong>2001</strong><br />
• OWEN BROWN • Inclusion 1 July <strong>2001</strong><br />
• PACKAGE • Inclusion 1 September <strong>2001</strong><br />
• CEE (subsidiary PACKAGE) • Inclusion 1 September <strong>2001</strong><br />
• CENTRE INFOBATIR (sub. PACKAGE) • Inclusion 1 September <strong>2001</strong><br />
• NOREXPO (subsidiary PACKAGE) • Inclusion 1 September <strong>2001</strong><br />
• SCI 88 • Exclusion 30 June <strong>2001</strong><br />
• SCI FAVIER (subsidiary SCI 88) • Exclusion 30 June <strong>2001</strong><br />
• SCI PRISMA (subsidiary SCI 88) • Exclusion 30 June <strong>2001</strong><br />
• SCI RASPAIL (subsidiary SCI 88) • Exclusion 30 June <strong>2001</strong><br />
• SCI VACHON LISSES (subsidiary SCI 88) • Exclusion 30 June <strong>2001</strong><br />
• Sodem System • Creation 1 June <strong>2001</strong><br />
• <strong>GL</strong> Europe Holding BV • Creation 1 July <strong>2001</strong><br />
• <strong>GL</strong> USA • Creation 7 February <strong>2001</strong><br />
• <strong>GL</strong> Convenciones Barcelona • Creation 29 October <strong>2001</strong><br />
• Boîte à Sons • Global integration 1 January <strong>2001</strong><br />
• A2M Congrès • Inclusion 1 January <strong>2001</strong><br />
2-2-3 Initial consolidation of an entity :<br />
When a subsidiary is first consolidated, the Group releases :<br />
• a valuation difference relating to identifiable assets and<br />
liabilities, which corresponds to the difference between<br />
the value of inclusion within the consolidated financial<br />
statement and the accounting value of the item in the<br />
subsidiary’s financial statement,<br />
• acquired goodwill corresponding to the difference<br />
between the cost of acquisition of the shares and the<br />
proportion of equity acquired after adjustment for all<br />
valuation differences. The cost of acquisition of the<br />
shares is equal to the amount paid to the seller, plus the<br />
costs directly related to the acquisition, and capable of<br />
being identified in a reliable manner.<br />
For most part, the incidence on the financial statements<br />
of acquisitions of the period is as follows :<br />
(In K€) OWEN BROWN Group PACKAGE & its subsidiaries CEE,<br />
INFOBATIR & NOREXPO<br />
Consolidated acquisition value<br />
Package share value<br />
(including clause of revision calculated 9 995 495<br />
on the basis of estimated possible adjustments<br />
at 31 December <strong>2001</strong>)<br />
Dates of acquisition July <strong>2001</strong> September <strong>2001</strong><br />
Reevaluations performed<br />
• Goodwill at 31 December <strong>2001</strong> 5 074 2 185<br />
for the whole sub-group<br />
Acquired goodwill Nil Nil<br />
Acquired goodwill is evaluated each year in accordance with policies usually adopted by the Group. Acquired goodwill is<br />
amortized on a straight line basis over a duration of five years.
4<br />
2-2-4 Methods of Currency Translation for the Consolidation of Foreign Subsidiaries :<br />
The financial statements of the foreign subsidiaries have<br />
been translated using the following methods :<br />
• share capital and reserves are converted at the historic rate,<br />
• the balance sheet (not including share capital and<br />
reserves) is converted at year end rate,<br />
• the income statement is converted at average rate.<br />
The translation difference as a result of the application of<br />
historic rates and the average rates, compared to year end<br />
rate, are charged to the consolidated reserves (for the<br />
proportion relative to the group).<br />
2-2-5 Elimination of intra-group transactions and balances<br />
All reciprocal balance sheet accounts between group companies are eliminated. Other transactions between group<br />
companies (purchases and sales, dividends, etc.) as well as the estimated expenses on the consolidated trade investments<br />
are eliminated.<br />
2-2-6 Year end date<br />
A situation is established at 31 December for the companies with year end date other than the 31st of December <strong>2001</strong>. This<br />
concerns Espace Eiffel Branly and Owen Brown which have fiscal years ending at a different date.<br />
2-3 Method and Valuation Policy<br />
Goodwill<br />
Goodwill appears on the balance sheet at its historic value<br />
which corresponds to the price paid or its estimative value<br />
of valuation at the time of the integration within the<br />
scope of consolidation.<br />
Goodwill is not amortized. A provision is recorded, when<br />
the carrying value is inferior to book value. The carrying<br />
value is estimated for each company on the basis of<br />
economic criteria which depends more specifically on net<br />
cash flow capacity, added value and the value of the<br />
rental equipment and of the tanglible fixed assets.<br />
Acquired goodwill<br />
Acquired goodwill is amortized on a straight line basis over five years.<br />
Other intangible fixed assets<br />
Expenses incurred on research and development are recorded within operating charges.<br />
Intangible fixed assets are amortized on a straight-line basis. The amortization periods used are as follows :<br />
Duration<br />
Set-up costs<br />
Software<br />
Concessions and patents<br />
3 years<br />
1 to 3 years<br />
Based on residual useful life of patents concerned.
66 67<br />
Tangible fixed assets<br />
Tangible assets are stated at historic cost and are depreciated on a straight line basis. The depreciation periods generally<br />
used are as follows :<br />
Duration<br />
Office buildings<br />
Industrial buildings<br />
Fixtures and fittings<br />
Industrial equipment and tools<br />
Transport equipment<br />
Office furniture and equipment<br />
20 years<br />
20 years<br />
10 years<br />
2 to 7 years<br />
3 to 5 years<br />
2 to 5 years<br />
Financial assets<br />
Interest held by the Group in non-consolidated companies<br />
are accounted for at the cost of the acquisition of shares.<br />
A provision for depreciation is established if the value in<br />
use of the shares is estimated inferior to the book value.<br />
The value in use is appreciated according to different<br />
criteria among which stands the likely return on<br />
investment of the shares.<br />
Stock and rental equipment<br />
As an exception to generally accepted accounting<br />
principles, rental equipment, capitalized in the statutory<br />
financial statements, is grouped together with the<br />
material stock for rental in the consolidated financial<br />
statements under a specific item of the balance sheet.<br />
This classification allows a distinct appreciation of the<br />
importance of the tangible assets intended for rental and<br />
of those classified as fixed assets and remaining on the<br />
different sites of the group.<br />
The basic method used for the recording and valuation of<br />
the rental equipment is that of historic cost. The one used<br />
for the stock valuation is weighted average cost.<br />
Manufactured products are valued at production cost<br />
which includes direct expenses engaged by the subsidiary<br />
in the production process. Financial expenses are not<br />
included in the calculation of production costs. Work in<br />
progress is valued at production cost, according to degree<br />
of completion.<br />
To establish the depreciation due to wear and tear<br />
resulting from the successive rental of capitalized assets,<br />
the following useful lives are used :<br />
Floors<br />
Furniture<br />
Structures big tops<br />
Grandstands and bleachers<br />
Other rental equipment<br />
Duration<br />
7 to 10 years<br />
4 years<br />
5 to 7 years<br />
5 to 7 years<br />
2 to 7 years<br />
As for the stock of rental equipment, a provision is<br />
determined according to the rotation rate observed in<br />
past periods. In addition, a provision for depreciation is<br />
recorded when the products are considered obsolete or<br />
fail to meet the group’s quality standards.
4<br />
Stock of consumable materials, of merchandise and<br />
work-in-progress<br />
They are classified as current assets and are valued at their<br />
last purchase price ; depreciation is recorded when the<br />
products become obsolete, non usable or not in<br />
compliance with the quality standards of the group.<br />
Capital leases<br />
Real estate acquired by way of a capital lease is recorded<br />
as a fixed asset at the value of the asset at the date of<br />
entry into the scope. Other tangible assets acquired via<br />
capital leases with an initial value of more than € 75 000<br />
are recorded either as fixed assets or as rental equipment<br />
for the value of the assets at the time of the contract<br />
conclusion. These assets are amortized or depreciated<br />
according to the methods described above. The capital<br />
part of the debt remaining due is recorded in financial<br />
debts. The rental charges recorded for the financial year<br />
are then adjusted.<br />
Accounts receivable and debts<br />
Accounts receivable and debts are valued at nominal value.<br />
Balances denominated in foreign currencies, and which are<br />
not subject to a hedging contract for settlement, are<br />
converted at the year-end exchange rate.<br />
Accounts receivable are analyzed on a case by case basis, and<br />
a provision for doubtful debts is set up in order to take into<br />
account any potential recovery difficulties.<br />
Short-term investments<br />
Short-term investments are valued at their acquisition cost.<br />
A provision for depreciation is established when the cost of<br />
acquisition is lower than the current value. The current value<br />
corresponds to the average quotation price of the last month<br />
for the listed shares, and to the probable value of negotiation<br />
for non listed shares.<br />
Taxes<br />
• Current taxes :<br />
Current taxes are calculated according to tax rates applicable<br />
in each country. Regarding French companies, there is a<br />
group tax consolidation agreement of which<br />
GENERALE LOCATION<br />
<strong>GL</strong> ESPACE & DECOR<br />
<strong>GL</strong> MOBILIER<br />
ISF<br />
SF PROTECTION<br />
SFI GAUTHRIN<br />
ACTION DEVELOPPEMENT<br />
FINANCIERE PAR 3<br />
MEUBLEXPO<br />
ALTITUDE<br />
HALL EXPO<br />
DECORAMA<br />
Générale Location is head and which includes the following<br />
companies :<br />
FABRIC EXPO<br />
MENUISERIE EXPO<br />
MONT EXPO<br />
MONT EXPO PARIS<br />
STANDARD DECORATION<br />
EXPO SERVICE NICE<br />
<strong>GL</strong> IMAGE<br />
<strong>GL</strong> LUMIERE & SON<br />
POLYGONE VERT<br />
RANNO ENTREPRISE<br />
EXPOLOK<br />
The subsidiaries book their tax as if they were taxed separately. The tax consolidation has generated a tax saving of 1 505 K€<br />
entered in the accounts of Générale Location.<br />
• Deferred taxes :<br />
Deferred taxes are recorded in order to take into account the<br />
differences possibly existing between the accounting value of<br />
an asset or a liability and the tax value. They are determined<br />
using the liability method.<br />
Deferred tax assets are recorded if their recovery is not linked<br />
to future results or if it is probable that the company will<br />
recover them thanks to a taxable benefit expected during the<br />
course of that period.<br />
Provisions for liabilities and charges<br />
Provisions are established in order to meet the potential costs related to litigations and other liabilities.
68 69<br />
Net sales<br />
For shows, fairs, and <strong>events</strong>, income is recognized on<br />
completion of the event, the date of the beginning of the<br />
show. In specific case of major long-term <strong>events</strong> or <strong>events</strong><br />
for which deliveries are spread, revenues are recorded<br />
according to the percentage of completion method of<br />
accounting.<br />
For the fittings and the museum fittings markets, the date<br />
at which the revenues and profit are recognized generally<br />
corresponds to the delivery date.<br />
For rental contracts with no particular defined duration<br />
and for long-term rental contracts, sales are recognized on<br />
a monthly basis.<br />
Concerning the sale of rental equipment, the<br />
corresponding income is shown in net sales figure, and the<br />
net book value is presented under the operating charge.<br />
Exceptional profit and loss<br />
Expenses and income are identified as exceptional in<br />
accordance with generally accepted accounting principles.<br />
One exception : the profits and charges linked to the sale<br />
or disposal of rental equipment are reclassified under<br />
operating profit/ (loss). (see above).<br />
Earnings per share<br />
Net earnings per share shown on the consolidated income<br />
statements correspond to the net consolidated group<br />
profit divided by the average number of shares for each of<br />
the related period. The data for the last three years is as<br />
follows :<br />
• 1999 = 2 271 250, or 11 356 250 after division by 5 of<br />
the nominal value<br />
• 2000 = 2 300 997, or 11 504 985 after division by 5 of<br />
the nominal value<br />
• <strong>2001</strong> = 11 963 913<br />
Potential earnings per share<br />
The potential earnings per share are calculated based on<br />
the average number of shares of the period plus the total<br />
number of stock options (allocated or remaining to be<br />
allocated).<br />
For the last three years, this is how it can be presented :<br />
• 1999 = 2 371 250, or 11 856 250 after division by 5 of<br />
the nominal value<br />
• 2000 = 2 400 997, or 12 004 985 after division by 5 of<br />
the nominal value<br />
• <strong>2001</strong> = 12 451 195<br />
Post retirement benefits :<br />
Expenses relative to post retirement benefits are<br />
recognized in the consolidated financial statements as of<br />
1 January 2000.<br />
The provision for Post Retirement Benefit is calculated<br />
according to the prospective method which retains acturial<br />
hypotheses as follows :<br />
• rates of discount<br />
• ratio of upgrading of wages,<br />
• rate of personnel turnover,<br />
• rate of mortality.<br />
The provision takes into account the insurance contracts<br />
already subscribed by the companies SF Protection, SFI<br />
Gauthrin, Décorama, ISF and Expolok covering the<br />
agreement for a global amount of 330 K€.<br />
Financial instruments :<br />
The financial instruments used by the company (CAPS,<br />
FLOORS,…) are exclusively hedging instruments. Gains and<br />
losses on the hedging instruments are determined and<br />
accounted for on a symmetrical basis with the losses and<br />
gains on the hedged elements.
4<br />
Consolidated cash flow :<br />
Since 2000 cash flow is presented in compliance with the<br />
new methodology and includes the following rules :<br />
• Capital gains and losses as a result of disposals are shown<br />
net of tax. Provisions against accounts receivable included<br />
within the variation of cash flows relative to accounts<br />
receivable. “Net cash flow from acquisitions” corresponds to :<br />
• the price of acquisition,<br />
• less part of the price not yet paid,<br />
• less the available net cash flow (or plus the current cash<br />
flow still due) at the time of the acquisition.<br />
• For all disinvesting activities the logic retained is identical.<br />
• The lines “Cash and cash equivalents at the beginning of<br />
the year” and “Cash and cash equivalents at year-end”<br />
relate to positive cash (bank, short-term investment ) less<br />
discounted notes not yet due (off balance sheet items).<br />
They do not include the current accounts with the nonconsolidated<br />
companies.<br />
Note 3<br />
Goodwill<br />
2000 Mvts/Scope. Increase Decrease Other mvts <strong>2001</strong><br />
K€ K€ K€ K€ K€ K€<br />
Goodwill 60 785 9 758 571 7 (249) 70 859<br />
Amortization and provisions (81) (81)<br />
Net total 60 785 9 677 571 7 (249) 70 778<br />
At 31 December <strong>2001</strong>, the item “Goodwill” can be broken down as follows :<br />
K€<br />
Goodwill included in the individual<br />
company financial statements 6 597<br />
Valuation differences allocated to goodwill 64 181<br />
Net total 70 778
70 71<br />
Note 4<br />
Other Intangible Assets<br />
Gross value of intangible assets 2000 Mvts/Scope Increase Decrease Other mvts <strong>2001</strong><br />
K€ K€ K€ K€ K€ K€<br />
Set-up costs 406 (276) 1 1 4 134<br />
Research & Development 17 17<br />
Software, concessions, patents 4 169 636 1 072 178 509 6 207<br />
Other intangible assets 129 (76) 53<br />
Total gross value of<br />
intangible assets 4 720 284 1 072 179 513 6 411<br />
Accumulated depreciation and 2000 Mvts/Scope Increase Decrease Other mvts <strong>2001</strong><br />
provisions for intangible assets K€ K€ K€ K€ K€ K€<br />
Set-up costs 336 (241) 29 3 127<br />
Research & Development 1 8 9<br />
Software, concessions, patents 3 057 321 809 178 9 4 018<br />
Other intangible assets 34 5 5 44<br />
Total accumulated depreciation<br />
on intangible fixed assets 3 428 85 852 178 11 4 198<br />
Goodwill on acquisition 2000 Mvts/Scope Increase Decrease Other mvts <strong>2001</strong><br />
K€ K€ K€ K€ K€ K€<br />
Gross 581 101 180 863<br />
Depreciation (318) (29) (162) (510)<br />
Net goodwill<br />
on acquisition 263 72 18 0 0 353<br />
Note 5<br />
Tangible Fixed Assets (excluding rental equipment)<br />
Gross value of tangible fixed assets 2000 Mvts/Scope Increase Decrease Other mvts <strong>2001</strong><br />
K€ K€ K€ K€ K€ K€<br />
Land 292 414 46 30 5 726<br />
Land held under capital leases 2 836 (1 570) 1 265 0<br />
Constructions 1 873 1 016 253 151 159 3 150<br />
Constructions held under capital leases 8 782 (4 057) 3 186 1 539<br />
Total 13 782 (4 197) 299 4 632 163 5 415<br />
Installations, material and tool 11 330 (65) 1 282 572 (3 329) 8 647<br />
Other tangible assets 15 087 1 853 2 923 1 237 919 19 545<br />
Other tangible assets held under<br />
capital leases 3 005 1 057 1 948<br />
Tangible assets under construction 122 33 1 055 (113) 1 097<br />
Total 29 545 1 821 5 260 2 866 (2 523) 31 237<br />
Total gross value of tangible<br />
fixed assets 43 327 (2 376) 5 558 7 498 (2 359) 36 652<br />
Accumulated depreciation and 2000 Mvts/Scope Increase Decrease Other mvts <strong>2001</strong><br />
provisions for tangible K€ K€ K€ K€ K€ K€<br />
Land 7 (7) 0<br />
Constructions 1 036 (701) 227 19 75 617<br />
Constructions held under capital leases 1 881 (1 072) 184 797 197<br />
Total 2 924 (1 780) 410 815 75 813<br />
Installations, material and tool 8 422 104 1 171 1 221 (1 733) 6 744<br />
Other tangible fixed assets 10 549 632 2 252 232 (115) 13 086<br />
Other tang. fixed assets held under capital leases 1 850 391 1 057 1 185<br />
Total 20 821 737 3 815 2 509 (1 848) 21 014<br />
Total accumulated depreciation<br />
of tangible assets 23 745 (1 043) 4 225 3 325 (1 774) 21 828
4<br />
Note 6<br />
Long-term Investments<br />
Net value of long-term 2000 Mvts/Scope Increase Decrease Other mvts <strong>2001</strong><br />
investments K€ K€ K€ K€ K€ K€<br />
Invest. in associated companies 1 079 304 470 47 (1) 1 805<br />
Accounts receivable related to non<br />
consolidated investments 26 445 17 454<br />
Deposits and surety bonds 2 250 814 138 1 348 7 1 861<br />
Other long-term investments 32 2 80 14 8 108<br />
Provision for depreciation of investments (869) (16) (885)<br />
Prov. for depr. for related accounts receivable (445) (445)<br />
Provision for depreciation of loans (4) (2) (11) (17)<br />
Net total of long-term<br />
investments 2 513 1 104 687 1 425 3 2 881<br />
The list of investments in associated companies at 31 December <strong>2001</strong> is as follows :<br />
Companies K€ Held by %<br />
Polygone Espagne 862 Générale Location 100 %<br />
PICO 449 Générale Location NS<br />
Congress Center Nantes 76 Financière par trois 2 %<br />
ISF Méditerranée 38 ISF 50 %<br />
Lille Grand Palais 288 Norexpo 8 %<br />
Miscellaneous 92<br />
Total 1 805<br />
The company Polygone Espagne held at 100% by Générale<br />
Location is not consolidated due to lack of activity. The assets<br />
linked to this company, investments, and current account are<br />
depreciated in their totality.<br />
The company ISF Méditerranée is not consolidated, as<br />
Générale Location does not exercise any significant influence<br />
over this company which has a limited activity.<br />
Note 7<br />
Investments Consolidated under the Equity Method<br />
2000 Mvts/Scope Increase Decrease Other mvts <strong>2001</strong><br />
K€ K€ K€ K€ K€ K€<br />
Investments consolidated under<br />
the equity method 375 (375)<br />
The investments consolidated under the equity method concern only the company Boîte à Sons which is consolidated according<br />
to the method of global integration as of 1 January <strong>2001</strong>.
72 73<br />
Note 8<br />
Rental Equipment<br />
Gross value of rental 2000 Mvts/Scope Increase Decrease Oher mvts <strong>2001</strong><br />
equipment K€ K€ K€ K€ K€ K€<br />
Rental equipment 16 484 4 102 902 61 19 746<br />
Capitalized rental equipment 54 058 4 712 14 817 7 808 2 816 68 595<br />
Rental equipment held under<br />
capital leases 11 512 353 142 1 968 10 040<br />
Total gross rental equipment 82 055 5 065 19 061 10 678 2 877 98 381<br />
Depreciation and provisions 2000 Mvts/Scope Increase Decrease Oher mvts <strong>2001</strong><br />
for rental equipment K€ K€ K€ K€ K€ K€<br />
Rental equipment 6 910 382 83 7 209<br />
Capitalized rental equipment 20 496 1 006 10 874 5 278 2 433 29 531<br />
Rental equipment held under<br />
capital leases 8 545 87 1 535 1 968 8 199<br />
Total depreciation for rental<br />
equipment 35 951 1 093 12 791 7 328 2 433 44 939<br />
At 31 December <strong>2001</strong>, the item “Rental equipment” includes a valuation difference of 568 K€.<br />
Note 9<br />
Inventories and Work in Progress<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Consumable stocks 7 058 6 627<br />
Work in progress 2 161 1 856<br />
Merchandise 2 177 932<br />
Total gross 11 396 9 415<br />
Provision (637) (253)<br />
Net total 10 759 9 162<br />
Note 10<br />
Trade Receivables and Related Accounts<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Trade receivables 64 696 63 767<br />
Provisions (5 961) (6 015)<br />
Trade receivables net 58 735 57 751<br />
Discounted notes not yet matured (off balance sheet items) 1 194 111<br />
Total receivables less discounted notes not yet matured 59 929 57 863
4<br />
Note 11<br />
Other Accounts Receivable<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Advances and deposits paid 444 795<br />
Current accounts 3 436 2 648<br />
Social receivables 854 1 725<br />
Tax receivables 10 590 10 727<br />
Other receivables and various accounts receivable 2 840 2 917<br />
Provision for current accounts (1 254) (1 163)<br />
Provision for other receivables (562) (239)<br />
Total 16 349 17 410<br />
Note 12<br />
Deferred and Current Taxes<br />
The evolution of the tax expense is as follows :<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Profit before tax and amortization<br />
of goodwill 14 490 37 230<br />
Current taxes on profit 4 438 13 863<br />
Deferred taxes 212 (295)<br />
Total tax charge 4 650 13 567<br />
% of tax rate 32.09% 36.44%<br />
The tax proof is as follows :<br />
Profit before tax (not including the companies<br />
consolidated under the equity method) 14 328<br />
Tax rate in France not including 3.30% contribution 35.33%<br />
Theoretical tax 5 062<br />
Deductions / tax reintegrations (198)<br />
Amortization of affected goodwill and<br />
acquired goodwill 57<br />
Corporate tax difference of the long-term<br />
capital gains 40<br />
3.30% contribution 46<br />
Non taxed companies (468)<br />
Others 111<br />
Actual charges 4 650
74 75<br />
Breakdown of the corporate Taxable profit Corresponding Effective Net profit<br />
tax charge between operational or loss tax charge tax rate or loss<br />
and exceptional profit / (loss) K€ K€ K€ K€<br />
Income before exceptional items but after<br />
employee profit sharing for French companies 12 802 4 107 32.08% 8 695<br />
Income before exceptional items but after<br />
employee profit sharing for foreign companies 1 589 394 24.80% 1 195<br />
Exceptional profit or loss 98 149 151.89% (51)<br />
Income before profit of companies consolidated<br />
under the equity method and amortization<br />
of goodwill 14 490 4 650 32.09% 9 840<br />
Amortization of goodwill and share in profit of<br />
companies consolidated under the equity method (162) (162)<br />
Total group + minorities 14 328 4 650 32.46% 9 678<br />
Tax assets and tax liabilities deferred by nature :<br />
<strong>2001</strong> 2000 Mvts/Scope Profits or<br />
(charges) <strong>2001</strong><br />
K€ K€ K€ K€<br />
Deferred tax assets 1 405 1 178<br />
Deferred tax liabilities (152) (650)<br />
Net deferred tax assets (liabilities) 1 254 528<br />
The principal deferred tax assets and liabilities are itemized as follows :<br />
Deferred depreciation 163 227 165 (230)<br />
Carried forward losses 235 108 15 112<br />
Provisions 154 225 42 (113)<br />
Capital leases (188) (917) 464 265<br />
Deferred charges (105) (73) (33)<br />
Retirement post benefits 470 587 18 (135)<br />
Organic taxes 124 108 11 5<br />
Employee profit sharing 244 263 63 (82)<br />
Others 157 160 (2)<br />
Total 1 254 528 938 (212)<br />
The Group’s global amount of the carried forward losses and<br />
the gross deferred depreciations not taken into account in<br />
the calculation of the deferred taxes comes to K€ 2 305,<br />
representing an unrecognized deferred tax of K€ 633<br />
considering a tax rate of 16% for the subsidiaries<br />
<strong>GL</strong> Furniture Asia and <strong>GL</strong> Hong Kong, of 35.33% for the other<br />
subsidiaries.<br />
Note 13<br />
Accrued liabilities<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Prepayment 2 304 3 962<br />
Deferred charges 0 0<br />
Allocated charges 673 201<br />
Translation differences 11 10<br />
Total 2 987 4 173
4<br />
Note 14<br />
Short-term Investments, Cash and Cash Equivalents<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Gross short-term investments 3 600 12 208<br />
Provisions (278) (197)<br />
Net short-term investments 3 322 12 011<br />
Cash and cash balances 8 814 16 502<br />
Total net 12 137 28 513<br />
The liquidative value of the short-term investments at the date of 31 December comes to K€ 3 322, amount which corresponds<br />
to the net value accounted for after depreciation.<br />
The portfolio at 31 December <strong>2001</strong> is as follows :<br />
Certificates of Deposits 731<br />
CAC 40 shares<br />
Other French stocks 501<br />
Foreign stocks<br />
Self-held shares 904<br />
Investments accounts 1 186<br />
Total 3 322<br />
K€<br />
Note 15<br />
Share Capital Reserves<br />
Total Group Minority interests<br />
K€ K€ K€<br />
Share capital & reserves at 31 December 1999 50 440 48 391 2 049<br />
Capital increase : to compensate previous<br />
minority shareholders in subsidiaries 9 709 9 709<br />
Distribution of dividends (2 699) (2 272) (427)<br />
Movements in translation differences 346 316 30<br />
Impacts of the new valuation differences 593 0 593<br />
Other movements (839) (813) (26)<br />
Net profit for the period 23 531 22 318 1 213<br />
Share capital & reserves at 31 December 2000 81 081 77 649 3 432<br />
Capital increase : to compensate previous<br />
minority shareholders in subsidiaries 181 136 45<br />
Distribution of dividends (3 449) (3 349) (100)<br />
Movements in translation differences (163) (151) (12)<br />
Other movements (1 414) 56 (1 470)<br />
Net profit for the period 9 678 9 171 507<br />
Share capital & reserves at 31 December <strong>2001</strong> 85 914 83 512 2 402
76 77<br />
The Mixed <strong>Annual</strong> General Meeting of 15 June <strong>2001</strong> has<br />
decided the following :<br />
• the division by 5 of the nominal value of the 2 393 539<br />
shares at FRF 100, via an exchange of the said shares<br />
for 11 967 695 shares at FRF 20 per share,<br />
• the conversion of the share capital of the amount of €<br />
36 489 266.82, the nominal value of the shares coming<br />
to € 3.04898,<br />
• the capital increase of an amount of € 10 863 54.44<br />
through the incorporation of this sum indicated under<br />
the item « Share premium »,<br />
• the capital increase of an amount of € 517 972 .74<br />
through the incorporation of this sum deducted from<br />
the account « Other Reserves »,<br />
• the € 4 increase, as a result of these incorporations, of<br />
the nominal value of the shares.<br />
At 31 December <strong>2001</strong>, the share capital is made of<br />
11 977 695 shares of € 4. During the course of the first<br />
quarter, this number was increased to 11 980 195<br />
following the exercise of options by a shareholder<br />
employee for a total of 2 500 shares.<br />
Out of the entire option plan of 500 000 options voted<br />
by the General Meeting of 3 October 1998, 445 000 were<br />
allocated at 31 December <strong>2001</strong> and out of these<br />
445 000, 29 000 were declared and 416 000 remained to<br />
be taken up.<br />
Note 16<br />
Provisions for Liabilities and Charges<br />
The table establishing the movements of provisions for liabilities and charges is as follows :<br />
2000 Mvts/Scope Increase Decrease Other mvts <strong>2001</strong><br />
K€ K€ K€ K€ K€ K€<br />
Provision for adaptation 152 152<br />
Provision for staff risk 673 58 209 426 8 521<br />
Provision for tax risk 1 184 1 098 139 225<br />
Provision for post retirement<br />
benefit 1 611 195 116 478 (1) 1 442<br />
Other provisions for risks<br />
and charges 2 829 72 282 1 589 (99) 1 496<br />
Total 6 449 325 607 3 591 47 3 836<br />
Operational increases and decreases 415 1 764<br />
Financial increases and decreases 9 42<br />
Exceptional increases and decreases 183 1 335
4<br />
Note 17<br />
Loans and Financial Debts<br />
2000 Mvts/Scope Increase of Reimb. of Other mvts <strong>2001</strong><br />
med term med term<br />
K€ K€ K€ K€ K€ K€<br />
Long and med. term on real estate mortgages 427 (4 177) 3 800 (50) 0<br />
Loans on real estate leasing agreements 8 357 (6 702) (301) 1 354<br />
Long and med. term financial debts 26 262 456 30 456 (9 643) 47 531<br />
Capital leases 2 763 236 142 (1 081) 2 060<br />
Other financial debts 550 550<br />
Employee profit sharing 542 19 561<br />
Total financial debts 38 351 (10 187) 34 398 (11 075) 569 52 056<br />
Bank overdrafts 7 063 3 468 (2 898) 7 633<br />
Accrued interests/ bank overdrafts 384 1 (302) 83<br />
Other financial debts 426 (426) 0<br />
Total short-term financial debts 7 873 3 469 (3 626) 7 716<br />
Total financial debts 46 224 (6 718) 34 398 (11 075) (3 057) 59 772<br />
Investments securities 12 011 53 (8 742) 3 322<br />
Cash 16 502 4 013 (11 701) 8 814<br />
Cash and bank 28 513 4 066 (20 443) 12 136<br />
Net financial debt 17 711 (10 784) 34 398 (11 075) 17 386 47 636<br />
Reclass. Discounted notes 111 1 083 1 194<br />
Net financial debt after reclassification<br />
of discounted notes not yet matured 17 822 (10 784) 34 398 (11 075) 18 469 48 830<br />
The breakdown by foreign currencies of the financial debts can be presented as follows :<br />
Med. term Short term Cash and Total<br />
Bank<br />
K€ K€ K€ K€<br />
Total Euro zone 51 493 8 262 10 112 49 643<br />
Dollar US 13 1 429 (1 416)<br />
Pound 165 (165)<br />
Australian dollar 150 (150)<br />
Hong Kong dollar 4 281 (277)<br />
Total for other areas 13 4 2 025 (2 008)<br />
Total 51 506 8 266 12 137 47 636
78 79<br />
Note 18<br />
Loans and Debts<br />
The detail of loans and debts according to the maturity dates is as follows :<br />
<strong>2001</strong> Amounts due Amounts due Amounts due<br />
in less than in more than 1 year in more than<br />
1 year & less than 5 years 5 years<br />
K€ K€ K€ K€<br />
Debts linked to real estate 1 354 82 371 901<br />
Other long & medium term loans 49 591 12 174 36 522 895<br />
Employee profit sharing 561 89 472<br />
Accrued interests/ loans 333 333<br />
Deposits received and others 217 47 170<br />
Bank overdrafts 7 633 7 633<br />
Accrued interests/ bank support 83 83<br />
Total financial debts 59 772 20 441 37 535 1 796<br />
Advanced payments received 1 966 1 966<br />
Accounts payable 41 239 41 239<br />
Tax and social charges 26 490 26 490<br />
Other debts 17 444 14 175 3 269<br />
Total other liabilities 87 139 83 869 3 269<br />
Total 146 911 104 310 40 804 1 796<br />
The tax and social charges are down by 10.2 m€ mostly as a result of a corporate tax balance of 10 m€ at 31 December 2000<br />
following the capital gain realized after the sale of the Paris expo shares and paid in April <strong>2001</strong>.<br />
Note 19<br />
Accrued Expenses<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Deferred income 10 042 8 466<br />
Currency translation difference 8 7<br />
Total 10 050 8 473
4<br />
Note 20<br />
<strong>Annual</strong> Net Sales and Other Revenues<br />
The distribution of net sales per sector of activity for the last two years is as follows :<br />
Year <strong>2001</strong> Year 2000<br />
K€ K€<br />
Space & Decoration 82 825 96 138<br />
Structures & Grandstands 31 519 13 897<br />
Furniture 26 019 28 217<br />
Technology 20 797 17 391<br />
Venue management 9 300 13 421<br />
Foreign subsidiaries (1) 32 475 29 963<br />
System 22 646 9 470<br />
Other services 7 997 3 862<br />
Générale Location 1 465 1 723<br />
Total 235 043 214 083<br />
(1) Net sales correspond to the activity realized by foreign subsidiaries. By including net sales realized outside France by other<br />
sectors, the international total in <strong>2001</strong> comes to 55.3 m€ compared to 48.5 m€ in 2000.<br />
Change in inventories is as follows :<br />
Year <strong>2001</strong> Year 2000<br />
K€ K€<br />
Stocks and goods produced (947) (92)<br />
Capitalized production 7 137 3 169<br />
Total 6 190 3 077<br />
Note 21<br />
Other Operating Expenses and Other Income<br />
Other expenses are mostly made of bad debts written off during the year.<br />
“Other operating income” is as follows :<br />
Year <strong>2001</strong> Year 2000<br />
K€ K€<br />
Reduction in provisions for liabilities and charges 1 767 927<br />
Reduction in provisions for rental equipment 428<br />
Other reduction and provisions on current assets 1 838 2 085<br />
Reclassified expenses 3 043 2 298<br />
Other income 1 196 795<br />
Total 7 845 6 534
80 81<br />
The breakdown of charges for depreciation and provisions is as follows :<br />
Year <strong>2001</strong> Year 2000<br />
K€ K€<br />
Depreciation charge on fixed assets 5 093 5 104<br />
Depreciation charge on rental equipment 12 409 9 693<br />
Increase in provisions for liabilities and charges 416 325<br />
Increase in deferred charges 369 1 241<br />
Total 18 286 16 363<br />
Increase in provisions for doubtful debts and other current assets 2 074 1 363<br />
Total 20 360 17 726<br />
Note 22<br />
Operating Profit by Business Sector<br />
The breakdown of operating profit by business sector for the last two years is as follows :<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Générale Location 2 082 1 894<br />
Space & Decoration 5 349 5 794<br />
Structures & Grandstands 2 397 3 291<br />
Furniture 2 312 2 453<br />
Technology 861 987<br />
Venue management 490 1 584<br />
Foreign subsidiaries 1 762 1 471<br />
System 1 315 890<br />
Other services 475 350<br />
Total 17 042 18 713
4<br />
Note 23<br />
Financial Profit or Loss<br />
The financial profit or loss for the last two years is as follows :<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Financial provisions written back to income 238 11<br />
Income from investments 146 183<br />
Exchange variation 229 90<br />
Net income/ Disposal of short-term investments 433 1 008<br />
Other interests and financial income 299 938<br />
Total financial income 1 345 2 229<br />
Long and med. term mortgages on real estate 11 23<br />
Loans on real estate leasing agreements 173 340<br />
Other financial expenses 0 1<br />
Total financial charges linked to real estate 184 364<br />
Interest on long and medium 2 037 1 207<br />
Interests on capital leases 113 144<br />
Interests on bank overdrafts 714 564<br />
Interests on discounted bills 95 80<br />
Sub total 2 959 1 994<br />
Financial discounts 203 68<br />
Exchange losses and exchange differences 156 487<br />
Other financial charges 494 537<br />
Total of other financial charges 3 812 3 086<br />
Total of financial charges 3 996 3 450<br />
Financial Profit / Loss (2 651) (1 221)<br />
Note 24<br />
Exceptional Profit or Loss<br />
The exceptional profit or loss for the last two years is as follows :<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Income on disposal of tangible and intangible assets 984 1 450<br />
Income on disposal of investments 2 290 46 012<br />
Income on managing operations 18 612<br />
Exceptional income on capital investments 48 70<br />
Adjustments in provisions for liabilities and transfer of charges 1 678 554<br />
Total exceptional income 5 016 48 698<br />
Net book value of tangible and intangible asset disposals 1 150 1 775<br />
Net book value of investment disposal 1 695 18 899<br />
Other exceptional expenses on capital investments 95 (8)<br />
Exceptional charges from managing operations 1 775 3 962<br />
Adjustments in provisions and depreciation 203 4 409<br />
Total exceptional expenses 4 918 29 038<br />
Exceptional profit/ loss 98 19 660
82 83<br />
The analysis of the Exceptional Profit/ Loss at 31 December <strong>2001</strong> and 31 December 2000 can be presented as follows :<br />
<strong>2001</strong> 2000<br />
K€ K€<br />
Gain on disposal of investments Paris Expo 23 033<br />
Gain on disposal of investments of non-trading<br />
real estate companies 642<br />
Impact of disposal of investments of Polygone Maroc (318)<br />
Adjustments in provisions for debt in Morocco 207<br />
Moving expenses of platform in Brignais (100)<br />
Tax and social litigations (189) (429)<br />
Impact of disposal of investments of Polygone Espagne (829)<br />
Damage in <strong>GL</strong> Mobilier (229)<br />
Other exceptional items (462) (1 568)<br />
Total 98 19 660<br />
Note 25<br />
Average Number of Employees<br />
The average number of employees for the last two years is as follows :<br />
<strong>2001</strong> 2000<br />
1 819 1 504<br />
For the year <strong>2001</strong> the breakdown by business sector is as follows :<br />
Holding activity 38<br />
Space & Decoration 511<br />
Structures & Grandstands 198<br />
Technology 198<br />
Export 203<br />
Furniture and accessories 292<br />
System 240<br />
Venue management 40<br />
Other services 99<br />
The breakdown per function in <strong>2001</strong> is as follows :<br />
Sales representatives 298<br />
Office workers 323<br />
R & D Departments 100<br />
Technicians 356<br />
Production 418<br />
Work site 324<br />
For the year 2000, the breakdown per category is as follows :<br />
Directors 41<br />
Managers 390<br />
Employees 559<br />
Foremen 331<br />
Manual workers 498
4<br />
Note 26<br />
Remuneration of Directors and Administrators<br />
The remunerations of directors and administrators of the<br />
Group Générale Location belonging to the group<br />
committee Générale Location during the period amount<br />
to 1 299 K€. The group committee is made of the<br />
executive committee of the holding company (seven<br />
persons) and the nine functional and operating<br />
managers. Its exact composition is presented in note 5.3<br />
of the reference document. No advances or credit<br />
facilities have been granted to the executive members.<br />
Note 27<br />
Off Balance-Sheet Commitments<br />
1 - Table of commitments<br />
Categories of commitments Total Investments Others<br />
K€ K€ K€<br />
Provided commitments<br />
- securities guaranteeing short-term loans 39 39<br />
- binding securities, various guarantees 42 42<br />
Total 81 0 81<br />
Reciprocal commitments<br />
- Opening of line of credit not used 23 477 23 477<br />
Total 23 477 0 23 477<br />
In compliance with the establishment principles of the notes, the off-balance sheet commitments between<br />
consolidated companies are not indicated in the present note.<br />
2 - Guarantee of debts through real sureties<br />
Concerned items Debts Guarantees Nature of the guarantee<br />
K€<br />
- Bank loans 2 294 Goodwill guarantee<br />
- Bank loans 1 103 Equipment guarantee<br />
- Bank loans 65 Deposit account guarantee<br />
Total 3 462
84 85<br />
Note 28<br />
Other Risks<br />
Foreign Currency Exchange US$ GBP HK$ MYR AU$<br />
Risk at 31 December <strong>2001</strong> K€ K€ K€ K€ K€<br />
Balance sheet<br />
. Foreign currency assets 7 200 10 625 4 348 566 272<br />
. Foreign currency liabilities 4 511 4 182 3 899 462 130<br />
Off balance sheet - - - - -<br />
Net risk 2 689 6 443 449 104 142<br />
Cover - - - - -<br />
Total amount due in<br />
Interest Rate Risk at 31 December <strong>2001</strong> Total Less than 1 year from 1 to 5 years More than 5 years<br />
K€ K€ K€ K€<br />
Balance sheet<br />
Financial assets<br />
Financial liabilities<br />
- Medium term loans on fixed rate made<br />
variable on a 3 month rolling rate Telerate 20052 5 942 1 199 4 743<br />
- Medium term loans (indexed on a 3 month Euribor) 32 973 7 866 23 477 1 630<br />
- Medium term loans (indexed on T4M / EONIA 975 368 459 148<br />
- Overdrafts 8 266 8 266<br />
Off balance-sheet – Discounted notes not yet matured 1 194 1 194<br />
Net risk 49 350 18 893 28 679 1 778<br />
Cover (1) 21 186 16 444 4 743<br />
Remaining variable rate debt 28 163 2 449 23 936 1 778<br />
(1) Out of the 21 186 K€, 15 245 K€ come from a rate guarantee operation COLLAR covering the period between the 22nd of<br />
May 2002 to the 22nd of May 2003. The amount remaining of 5 942 K€ corresponds to the fact that a 7 622 K€ loan contracted<br />
at fixed rate in May 2000 was made variable (indexed over 3 months). The other medium-term loans of 11 055 K€ are at fixed<br />
rate.<br />
Share Risk at 31 December <strong>2001</strong> France Other places<br />
K€ K€<br />
Shares Générale Location 904<br />
French stocks<br />
- Second Marché 62<br />
- New Market 439<br />
Off balance-sheet -<br />
Net risk 1 405<br />
Cover -<br />
Total 1 405 -
4<br />
Note 29<br />
Cash Flow Statement<br />
For <strong>2001</strong>, the net cash flow from acquisition and disposal of subsidiaries is as follows :<br />
Payment for acquisition of new subsidiaries (4 506)<br />
Remaining payments for previous acquired entities (3 459)<br />
Cash from sale of subsidiaries 2 268<br />
Cash variation of acquired and sold subsidiaries 605<br />
Net cash (5 092)<br />
Note 30<br />
Shares held by Générale Location<br />
The share buy-back program authorized by the <strong>Annual</strong> General Meeting of 9 June 2000 came to an end on 9 December <strong>2001</strong>.<br />
A new share buy-back program was authorized by the <strong>Annual</strong> General Meeting of 10 December <strong>2001</strong>.<br />
Within the framework of both programs, the following operations were undertaken during the course of the year <strong>2001</strong> :<br />
Nb before the division Nb after the division Total brought<br />
of the nominal value of the nominal value back to the new<br />
by five by five nominal value<br />
- Acquisition of self-held shares 950 32 102 36 852<br />
- Acquisition within the framework of<br />
liquidity contract of 50 % of the share 6 521 34 906 67 511<br />
- Sale of self-held shares 0 5 000 5 000<br />
- Sale within the framework of liquidity<br />
contract of 50 % of the share 7 712.5 21 598.5 60 521<br />
Considering the 651 shares self-held at 31 December<br />
2000, which increased to 3 255 after the division by five<br />
of the nominal value, the number of self-held shares<br />
held at year end comes to 35 107 acquired at an average<br />
share price of 16.38 € per share and representing 0.29%<br />
of the capital.<br />
The number of shares held within the framework of the<br />
liquidity program at year end comes to 17 515 acquired<br />
for an average share price of 18.76 € and representing<br />
0.15% of the capital.<br />
The negotiation fees spent for these operations reached<br />
21 343 euros.
86 87<br />
Scope of consolidation<br />
Companies Registered office Registered number % of control % of shareholding<br />
<strong>2001</strong> 2000 <strong>2001</strong> 2000<br />
Parent company<br />
Générale Location Brignais 351 571 757RCS Lyon<br />
Consolidated French subsidiaries<br />
A2M Congrès Villeurbanne 404 379 216 RCS Lyon 100.00 100.00<br />
Action Développement Brignais 380 892 851 RCS Lyon 100.00 100.00 100.00 100.00<br />
Altitude Expo Mitry Mory 379 621 220 RCS Meaux 100.00 100.00 100.00 100.00<br />
Boîte à Sons Villeurbanne 317 613 180 RCS Lyon 100.00 29.00 100.00 29.00<br />
CEE Paris 393 255 765 RCS Paris 100.00 64.99<br />
Décorama Ivry sur Seine 612 036 996 RCS Creteil 100.00 100.00 100.00 100.00<br />
Espace Eiffel Branly Paris 398 162 263 RCS Paris 100.00 100.00 100.00 100.00<br />
Expo Service Côte d'Azur La Trinité 959 803 339 RCS Nice 100.00 97.07 100.00 97.07<br />
Expolok Brouaye 419 802 137 RCS Nantes 100.00 100.00 100.00 100.00<br />
Fabric Expo Mitry Mory 379 666 449 RCS Meaux 100.00 100.00 100.00 100.00<br />
Financière par 3 Brignais 311 147 748 RCS Lyon 100.00 97.06 100.00 97.06<br />
<strong>GL</strong> Data Systems Brignais 332 866 730 RCS Lyon 79.15 79.15 79.15 79.15<br />
<strong>GL</strong> Espace & Décor Brignais 378 932 534 RCS Lyon 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> Image Brignais 343 586 921 RCS Lyon 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> Lumière & Son Brignais 343 177 366 RCS Lyon 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> Mobilier Brignais 612 000 877 RCS Lyon 100.00 97.06 100.00 97.06<br />
Hall Expo Brignais 334 039 633 RCS Lyon 100.00 100.00 100.00 100.00<br />
Centre Infobatir Lyon 310 198 486 RCS Lyon 99.90 64.93<br />
ISF Exposition Basse Goulaine 342 784 873 RCS Nantes 100.00 100.00 100.00 100.00<br />
Menuiserie Expo Brignais 353 672 835 RCS Lyon 100.00 100.00 100.00 100.00<br />
Meublexpo Brignais 317 553 436 RCS Lyon 100.00 97.10 100.00 97.10<br />
Mont Expo Brignais 342 071 461 RCS Lyon 100.00 95.00 100.00 95.00<br />
Mont Expo Paris Mitry Mory 334 039 971 RCS Meaux 100.00 100.00 100.00 100.00<br />
Norexpo Villeneuve d'Ascq 457 510 089 RCS Roubaix 98.78 64.21<br />
Package Lyon 401 105 069 RCS Lyon 65.00 65.00<br />
Polygone Vert Brignais 320 815 236 RCS Lyon 100.00 100.00 100.00 100.00<br />
Profil Lyon 378 869 846 RCS Lyon 60.00 60.00 60.00 60.00<br />
Ranno Entreprise Chilly Mazarin 391 306 065 RCS Evry 100.00 100.00 100.00 100.00<br />
Rex Réalisation Promotion Expositions Brignais 312 397 359 RCS Lyon (1) 100.00 100.00<br />
SECIL Lyon 378 347 470 RCS Lyon 100.00 51.04 100.00 51.04<br />
SFI Gauthrin Flixecourt 408 954 865 RCS Amiens 100.00 99.88 100.00 99.88<br />
SF Protection Flixecourt 380 344 226 RCS Amiens 100.00 99.97 100.00 99.97<br />
Sodem System Lyon 438 323 776 RCS Lyon 70.00 70.00<br />
Standard Décoration Chasseneuil du Poitou 333 954 873 RCS Poitiers 100.00 100.00 100.00 100.00<br />
Vachon Antiquités Gentilly 343 001 772 RCS Creteil 85.00 82.50 85.00 82.50<br />
SCI 88 Brignais 345 224 141 RCS Lyon (2) 100.00 100.00<br />
SCI Vachon Lisses Brignais 390 780 575 RCS Lyon (2) 54.71 54.71<br />
SCI Le Favier 92 Brignais 389 569 484 RCS Lyon (2) 100.00 100.00<br />
SCI Prisma 94 Brignais 398 035 386 RCS Lyon (2) 100.00 100.00<br />
SCI Raspail Brignais Brignais 402 734 453 RCS Lyon (2) 100.00 100.00<br />
Consolidated foreign subsidiaries<br />
Eastern Exhibition Services Ltd Virgin Islands 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> Belgium Belgium 100.00 100.00 100.00 100.00<br />
Générale Location (Hong Kong) Ltd Hong Kong 100.00 100.00 100.00 100.00<br />
Générale Location Gmbh Germany 100.00 97.06 100.00 97.06<br />
<strong>GL</strong> Australia Australia 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> Europe Holding BV Netherlands 100.00 100.00<br />
<strong>GL</strong> Convenciones Barcelona Spain 100.00 100.00<br />
<strong>GL</strong> Furniture (Asia) Limited Hong Kong 60.00 60.00 60.00 60.00<br />
<strong>GL</strong> Malaysia Malaysia 100;00 100.00 100.00 100.00<br />
<strong>GL</strong> Middle East Dubaï Jebel Ali 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> United Kingdom Great Britain 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> USA United States 100;00 100.00<br />
Owen Brown Great Britain 100;00 100.00<br />
Socieventos Organizacao e Realizacao<br />
de Eventos Lda Portugal 85.71 85.71 85.71 85.71<br />
Team Legend Hong Kong 85.00 85.00 85.00 85.00<br />
(1) company absorbed by <strong>GL</strong> Espace & Décor (2) companies sold
4<br />
4-3<br />
Statutory Auditors‘ Report<br />
on the Consolidated Financial<br />
Statements for the year<br />
ended 31 December <strong>2001</strong><br />
Ladies and Gentlemen,<br />
In compliance with the assignment entrusted to us at the shareholders‘ General Meeting, we have audited the<br />
consolidated accounts of the company Générale Location concerning the year ending 31 December <strong>2001</strong> as they were<br />
given to us in the present <strong>report</strong>.<br />
The consolidated accounts were closed off by the Board of Directors. Based on our audit, here is our opinion on the<br />
consolidated accounts.<br />
We have audited the consolidated accounts by performing the procedures we considered necessary in accordance with<br />
French professional standards and which assure us that the consolidated accounts do not contain any abnormalities.<br />
An audit consists of examining through sampling convincing elements which must justify the data included in the<br />
accounts. It also consists of evaluating the overall presentation of the <strong>report</strong>.<br />
In our opinion, the consolidated accounts referred to above give a true and fair view of the group’s financial position,<br />
its assets and liabilities and the results of operations of the companies included in the consolidation for the year then<br />
ended.<br />
Moreover, we have also verified the information concerning the group and given to us in the management <strong>report</strong>.<br />
We have no comment to make as to the fair presentation and the conformity with the consolidated accounts.<br />
Lyon, the 26th April 2002<br />
The auditors<br />
André FLUCHAIRE<br />
Jean-Paul SIMOENS
88 89<br />
4-6<br />
Draft of proposed resolutions presented at the Mixed<br />
<strong>Annual</strong> General Meeting of 20 June 2002<br />
RESOLUTIONS UNDER THE COMPETENCE OF THE ORDINARY GENERAL MEETING<br />
FIRST RESOLUTION<br />
After presentation of the Board of Directors‘ <strong>report</strong> and<br />
the Auditors‘ General Report, the <strong>Annual</strong> General<br />
Meeting approves the consolidated financial statements,<br />
comprising the consolidated balance sheet, the income<br />
SECOND RESOLUTION<br />
After presentation of the Board of Directors’s <strong>report</strong> and<br />
the Auditors’ General Report, the <strong>Annual</strong> General<br />
Meeting approves the reserves and the annual corporate<br />
accounts, comprising the balance sheet, the income<br />
statement and the notes at 31 December <strong>2001</strong>, as they<br />
THIRD RESOLUTION<br />
The <strong>Annual</strong> General Meeting approves the Board of<br />
Directors‘ proposition, and after observing that the<br />
financial statements ended at 31 December <strong>2001</strong> were<br />
statement, and the notes at 31 December <strong>2001</strong>, as they<br />
were presented, and also the operations entered in these<br />
accounts and summarized in these <strong>report</strong>s.<br />
were presented, and also the operations entered in these<br />
accounts and summarized in these <strong>report</strong>s.<br />
Consequently, it gives the board members full discharge<br />
for the year ended 31 December <strong>2001</strong>.<br />
showing a profit of € 8 426 238,68, decided to allocate<br />
it as follows :<br />
(In Euros)<br />
Legal reserve 421 311.93<br />
Special reserve for long-term capital gains 1 259 646.39<br />
Dividends that is €. 0.28 per share 3 354 692.60<br />
Retained earnings 3 390 587.76<br />
TOTAL 8 426 238.68<br />
The <strong>Annual</strong> General Meeting observed that the net<br />
dividend per share would be € 0.28 and the<br />
corresponding tax credit € 0.14 for the shareholders who<br />
are entitled to it, amounting for these shareholders to a<br />
gross earning of € 0.42 , however subject to the special<br />
provisions of the Tax General Code concerning the<br />
amount and the beneficiary of the tax credit.<br />
In compliance with the law, the <strong>Annual</strong> General Meeting<br />
states that the amount of the dividend being distributed<br />
and that of the corresponding tax credit for the three<br />
precedent years are as follows :<br />
Years Net dividend Tax credit<br />
(rate at 50 %)<br />
€ €<br />
1998 0.10 0.05<br />
1999 0.20 0.10<br />
2000 0.28 0.14<br />
The information given takes into account for the three years the division by five of the nominal value of the share<br />
decided upon by the <strong>Annual</strong> General Meeting of 15 June <strong>2001</strong>.<br />
FOURTH RESOLUTION<br />
The <strong>Annual</strong> General Meeting, after listening to the presentation of the Auditors ‘ special <strong>report</strong> concerning the<br />
conventions listed in the case L 225-38 and the following ones of the New Business Code under which the <strong>report</strong> is<br />
governed, approves each of the said conventions.
4<br />
FIFTH RESOLUTION<br />
The <strong>Annual</strong> General Meeting acknowledges the fact that the accounts for the year take into account the sum of € 15 984.51<br />
of expenses non admitted by the tax administration as they are defined by the article 39.4 of the General Tax Code.<br />
SIXTH RESOLUTION<br />
The <strong>Annual</strong> General Meeting, observing the term of office of board member of Mr. Gilles GOUEDARD COMTE was<br />
coming to an end has decided to renew it for a duration of six years, or until the day of the Ordinary General Meeting<br />
to be held to review the financial statements ended 31 December 2007.<br />
SEVENTH RESOLUTION<br />
The <strong>Annual</strong> General Meeting decides to nominate as member of the board in addition to the current members :<br />
- Mr. Erick ROSTAGNAT, residing at 44, rue Victor Hugo – 69002 Lyon, for a duration of six years, that is until the day of<br />
the Ordinary General Meeting to be held to review the financial statements ended 31 December 2007.<br />
EIGHT RESOLUTION<br />
The <strong>Annual</strong> General Meeting decides to nominate as member of the board in addition to the current members :<br />
- Mr. Damien BERTRAND, residing at 8, rue Jean Marie Duclos – 69005 Lyon, for a duration of six years, that is until<br />
the day of the Ordinary General Meeting to be held to review the financial statements ended 31 December 2007.<br />
NINTH RESOLUTION<br />
The <strong>Annual</strong> General Meeting, having taken into account the fact that the terms of office of Auditors Mr. Andrè<br />
FLUCHAIRE and Mr. Jean-Paul SIMOENS have come to an end, has decided to renew them for a duration of six years<br />
that is until the day of the Ordinary General Meeting to be held to review the financial statements ended 31 December<br />
2007.<br />
TENTH RESOLUTION<br />
The <strong>Annual</strong> General Meeting, having taken into account the fact that the terms of office of Auditor Mr. Michel MAZA<br />
and the company HLB ORFIS have come to an end, has decided to :<br />
- renew the term of office of Mr. Michel MAZA for a duration of six years that is until the day of the Ordinary General<br />
Meeting to be held to review the financial statements ended 31 December 2007.<br />
- nominate Mr. Chrispophe VELUT, professionally residing at 149, boulevard Stalingrad 69 100 VILLEURBANNE, as a<br />
replacement of the company HLB ORFIS, for a duration of six years that is until the day of the Ordinary General Meeting<br />
to be held to review the financial statements ended 31 December 2007.<br />
RESOLUTION UNDER THE COMPETENCE OF THE EXTRAORDINARY ANNUAL GENERAL MEETING<br />
ELEVENTH RESOLUTION<br />
As a consequence of the proposition of the Board of<br />
Directors, the <strong>Annual</strong> General Meeting decides to comply<br />
the corporate statutes with the provisions of the law n°<br />
<strong>2001</strong>-420 of 15 May <strong>2001</strong>.<br />
The following modifications of the statutes have been<br />
adopted either by replacing them with the current<br />
version or by adding new writing :<br />
Article 1 - Form<br />
A PUBLIC LIMITED COMPANY exists between the owners<br />
of the shares making up the current capital and those<br />
who will become owners at a later date, which is<br />
regulated by the propositions of the Business Code<br />
concerning the companies in general and the public<br />
limited companies in particular, by the decree of 23<br />
March 1967, by all other legal and regulatory provisions<br />
in effect and by the present statutes.<br />
Article 7 – Age limit for the exercise of one‘s duties<br />
for a Director, a Chief Executive Officer, a Managing<br />
Director or a Managing Director Delegate<br />
First paragraph : unchanged<br />
No one can be nominated to the position of Chief<br />
Executive Officer, Managing Director or Managing<br />
Director Delegate if he or she is older than 70 years of<br />
age. Moreover, if the Chief Executive Officer, the<br />
Managing Director or Directors Delegate in place of<br />
duties happen to be older than 70 years of age, then they
90 91<br />
will have to resign at the end of the next meeting of the<br />
Board of Directors.<br />
Article 12 – Property and form of the shares<br />
The shares are nontransferable or transferable to the<br />
person chosen by their holder. They entitle their holders<br />
to be registered on an account in compliance with the<br />
conditions and in accordance with the articles included<br />
in the legal and regulatory provisions in effect. Pursuant<br />
to the provisions of the article L 228-1 of the Business<br />
Code, any go-between can be registered on behalf of the<br />
shares holders who do not reside on French soil. These<br />
accounts which include the registration of the<br />
nominative shares are kept with the company or the<br />
legal representative nominated therefor. The registration<br />
accounts of bearer securities are held by intermediaries<br />
empowered to do so.<br />
Paragraph 2 : unchanged<br />
Addition of two new paragraphs<br />
The company can also at any time in order to identify the<br />
holders of bearer securities and at its own expense,<br />
require from this organization in charge of<br />
compensating the transferable securities, the name or<br />
designation, nationality, birth year or year of creation<br />
and address of creation and address of the shareholders<br />
granting immediately or in time the voting right in his<br />
own shareholders’ General Meeting, as well as the<br />
quantity of shares held by each of them, and if the case<br />
may be the restrictions which might be attached to the<br />
shares.<br />
Likewise, the company can ask the registered<br />
intermediary in accordance with the conditions included<br />
in article L 22-1 of the Business Code to disclose the<br />
identity of the owner of the nominative shares giving<br />
immediately or at a later date access to the share capital.<br />
The rest of the article : unchanged<br />
Article 16 – Board of Directors<br />
The company is managed by a committee comprising<br />
three members at least and eighteen at most, with the<br />
possibility to be increased to twenty-four during three<br />
years in case of a merger.<br />
Second paragraph : unchanged.<br />
During the time of his or her term of office, each<br />
Director must hold at least one share, except if the<br />
director is one of the company’s employee.<br />
A physical person nominated as director and/ or<br />
exercising the duties of President with however no<br />
duties as managing director, cannot have at the same<br />
time more than five terms of office of directors or<br />
member of the Supervisory Board of a public limited<br />
company with head quarters in France, whether these<br />
terms of office are carried out personnally or as a<br />
permanent representative or not, unless these terms of<br />
office are accomplished in one or several companies<br />
controlled in compliance with the article L 233-16 of the<br />
Business Code.<br />
Article 17 – Presidency and resolution of the Board<br />
of Directors<br />
First paragraph : unchanged<br />
The presence of half of the members in place, with a<br />
minimum of two members, is necessary in order for the<br />
provisions to be valid. An attendance register is signed by<br />
the Directors at each meeting. Are deemed present for<br />
the calculation of the quorum and the majority, the<br />
directors who attend the board meeting by way of<br />
videoconference in accordance with the texts in effect.<br />
The actual presence or by representation is mandatory<br />
when the provisions deal with the following issues :<br />
• the nomination and the dismissal of the Chairman of<br />
the Board of Directors,<br />
• the nomination and the dismissal of the managing<br />
director<br />
• the closing off of the consolidated annual statements,<br />
the elaboration of the management <strong>report</strong> and if the<br />
case may be that of the group.<br />
The rest of the article : unchanged<br />
Article 18 – Powers of the Board of Directors<br />
1 – The Board of Directors determines the orientation of<br />
the activity of the company and watches its<br />
implementation. Subject to powers specifically granted<br />
to the shareholders’ meetings and within the limit of the<br />
company’s purpose, it deals with any issue relating with<br />
the proper operation of the company and regulates<br />
through its provisions the businesses which concern the<br />
company.<br />
2 – The Board of Directors handles the controls and<br />
verifications which it judges relevant. Each member<br />
receives all necessary information in order to fulfil his or<br />
her mission ; moreover he or she can have these<br />
documents communicated to him or her, if he or she<br />
deems them useful.<br />
The Board of Directors can for the purpose of its term of<br />
office define and limit the powers allocated to the<br />
President when the said president assumes the role of<br />
managing director of the company, as well as the powers<br />
of one or several Managing Directors Delegates, making<br />
it clear that all limitation of powers is unenforcable to a<br />
third party.<br />
Legal transactions concerning the company are signed<br />
either by the President or by a managing director, or<br />
again by anyone specially empowered.<br />
The President, the managing director or each of the<br />
managing directors are authorized to agree upon<br />
subdelegations or substitutions of powers for one or<br />
several operations or categories of determined<br />
operations. Any other delegates and legal representatives<br />
can have the authority to do the same.<br />
The deposits, endorsements and guarantees granted by<br />
the Company must be systematically subjected to the<br />
Board of Directors‘ authorization.<br />
The Board authorizes within legal conditions, the<br />
conventions between the company, its President, the<br />
directors, its Managing Directors and its Managing<br />
Directors Delegates, those of its shareholders holding a<br />
fraction of voting rights superior to 5 %, or concerning<br />
a shareholding company, the company having control<br />
over it within the meaning of the article L 233-3 of the<br />
New Business Code. The conventions which intervene<br />
directly or through the intermediary of persons are<br />
subjected to the authorization granted beforehand. A<br />
notice concerning this authorization is revealed within<br />
the month following the decision of the Board of<br />
Directors to the auditor or auditors of the company.<br />
The directors, physical persons are not allowed to<br />
contract under whatever form commitments with the<br />
company, to have the said company grant it an overdraft
4<br />
for its current account or in any other manner, or to<br />
have its committments guaranteed or endorsed by it for<br />
third parties.<br />
This prohibition applies also to the President, the<br />
Managing Director, the Managing Directors<br />
Representatives, the representatives of legal entities<br />
which are board members, as well as spouses, ascendents<br />
and descendents of persons mentioned in the present<br />
paragraph.<br />
The provisions contracted between the company and the<br />
persons mentioned above and concerning everyday<br />
operations and contracted under normal conditions are<br />
communicated by the interested party to the Chairman<br />
of the Board of Directors.<br />
The list and subject of the said provisions are<br />
communicated by the Chairman to the Board of<br />
Directors and to the Auditors.<br />
Any shareholder has the right to have access to the list<br />
and the subject of these provisions.<br />
Article 19 – General Management<br />
1 – The general management can only be assumed by a<br />
physical person who can hold only one term of office as<br />
general manager, member of the executive board or<br />
single general manager, term of office to which one can<br />
add a second term of office of general management as it<br />
is defined above in a company controlled in accordance<br />
with the article L 233-16 of the Business Code.<br />
The person who is in charge of the general management<br />
can occupy four positions of executive management,<br />
even if he or she already holds positions of board<br />
members within the company which he or she manages.<br />
2 – The executive management of the company is held<br />
under the responsability of either the Chairman of the<br />
Board of Directors or by any other person nominated by<br />
the Board of Directors and holding the title of General<br />
Manager.<br />
The General Manager is chosen among the board<br />
members or outside the Board Members.<br />
The Board of Directors has the authority to choose<br />
between both methods of exercising his or her position<br />
of general management as it is defined above.<br />
The shareholders and the third parties are informed<br />
concerning the choice made by the Board of Directors<br />
within the conditions established by the texts in force.<br />
3 – In case the general management of the company is<br />
held by the Chairman of the Board of Directors, he or she<br />
will hold the position of Chairman of the Board of<br />
Directors and will be granted extended powers in order<br />
to act under all circumstances in the name of the<br />
company. He or she will exercise his or her powers<br />
within the limitation of the business purpose of the<br />
company and within the restriction that the law grants<br />
specifically to shareholders meetings and to board of<br />
directors. He or she represents the company when<br />
dealing with third parties. The company is committed<br />
even by the actions taken by the Chairman, which do not<br />
handle the company main business, except if the third<br />
party knew or could not ignore the fact that the<br />
company was dealing with an item beyond its objects.<br />
When the Chairman of the Board holds the positions of<br />
President and General Manager, he or she can, if he or<br />
she wishes to, call for the asistance of one or several<br />
General Managers Representatives who cannot exceed<br />
the number of five.<br />
4 – When the Chairman of the Board of Directors does<br />
not hold the position of General Manager, he or she<br />
represents the Board of Directors. He or she organizes<br />
and directs the actions of the Board and informs the<br />
<strong>Annual</strong> General Meeting about them. He or she makes<br />
sure the different organs of management of the<br />
company are properly run and more specifically watches<br />
to see that the directors are up to fill their missions<br />
adequately.<br />
5 – When the general management of the company is<br />
held by one or several General Managers, they have the<br />
same powers as the ones granted to the Chairman when<br />
the latter one is in charge of the general management.<br />
According to the suggestion made by the General<br />
Management, the Board of Directors can nominate one<br />
or several General Management Respresentatives who<br />
cannot exceed the number five. When the General<br />
Manager is incapacitate, the General Management<br />
Representative or Representatives maintain, unless<br />
otherwise decided upon by the board, their missions and<br />
their responsabilities until the nomination of a new<br />
General Manager.<br />
Article 23 – Admission to the meetings - Powers<br />
First paragraph : unchanged<br />
2. Any shareholder can vote by post by filling a form<br />
which can be obtained in compliance with the<br />
conditions indicated in the notice to attend the <strong>Annual</strong><br />
General Meeting. Any shareholder can within the<br />
conditions established by the laws and regulations<br />
address its form of proxy and postal vote, concerning the<br />
<strong>Annual</strong> General Meeting either in paper form or,<br />
following the decision of the board of directors,<br />
published in the notice to announce the meeting and the<br />
notice to attend the meeting, by fax.<br />
3. Any shareholder has also the possibility to have<br />
someone represent him or her within the conditions<br />
established by the the regulation in force provided the<br />
representative be himself a shareholder. He or she can<br />
also be represented by his or her spouse. Shareholders<br />
who do not reside on French soil and whose shares are<br />
registered in an account under the name of an<br />
intermediary within the conditions of the article L 228-1<br />
of the Business Code, can have himself or herself be<br />
represented by this said intermediary.<br />
The rest of the article, unchanged<br />
TWELFTH RESOLUTION<br />
All powers are given to the carrier of orignial copies or plain copies of the official <strong>report</strong> of the present <strong>Annual</strong> General<br />
Meeting in order to proceed with all the formalities required by law.
5<br />
Organs of administration,<br />
direction and control<br />
92 93<br />
5-1<br />
Board of Directors<br />
Board of Directors<br />
Chairman :<br />
Director-Vice-President :<br />
Director-Managing Director :<br />
Director :<br />
Olivier GINON<br />
Nominated by the Ordinary <strong>Annual</strong> General Meeting of 24 April 1998, with<br />
decision power on the financial statements ended 31 December 2003, until the<br />
<strong>Annual</strong> General Meeting to be held in 2004.<br />
Olivier ROUX<br />
Nominated by the Ordinary <strong>Annual</strong> General Meeting of 24 April 1998, with<br />
decision power on the financial statements ended 31 December 2003, until the<br />
<strong>Annual</strong> General Meeting to be held in 2004.<br />
Gilles GOUEDARD-COMTE<br />
Nominated by the Ordinary <strong>Annual</strong> General Meeting of 14 June 1996, with<br />
decision power on financial statements ended 31 December <strong>2001</strong>, until the<br />
<strong>Annual</strong> General Meeting to be held in 2002.<br />
André PERRIER<br />
Nominated by the Mixed <strong>Annual</strong> General Meeting of 9 June 2000, with decision<br />
power on financial statements ended 31 December 2005, until the <strong>Annual</strong><br />
General Meeting to be held in 2006.<br />
5-1-1 Positions held by the executive members outside GENERALE LOCATION<br />
Mr. Olivier GINON, Mr. Olivier ROUX and Mr. Gilles<br />
GOUEDARD COMTE are in charge of the leadership of<br />
GENERALE LOCATION within the framework of the<br />
company GROUPE POLYGONE, holding company of<br />
GENERALE LOCATION.<br />
Mr. Olivier ROUX is President of the Board of Directors of<br />
the company <strong>GL</strong> MOBILIER.<br />
Mr. Gilles GOUEDARD COMTE heads the company PRISME<br />
3 and the company LA COMPAGNIE DU PLANAY,<br />
companies outside the Group GENERALE LOCATION.<br />
Mr. André PERRIER assumes the Presidency of the<br />
companies SA D’HLM LOGIREL, CREDIT IMMOBILIER DE<br />
FRANCE LYON, CREDIT IMMOBILIER DE FRANCE<br />
FINANCIERE RHONE AIN. He is a Board Member of SOCIETE<br />
LYONNAISE DE COORDINATION IMMOBILIERE.
5<br />
5-1-2 Terms of office held by the executive members in other companies<br />
Name Position Company Note<br />
Olivier GINON<br />
(44 years of age) President POLYGONE SA 1<br />
President GROUPE POLYGONE SA 1<br />
President <strong>GL</strong> MIDDLE EAST 2<br />
Director EXPO SERVICE COTE D'AZUR SA 2<br />
Director FINANCIERE PAR 3 2<br />
Director <strong>GL</strong> MOBILIER SA 2<br />
Director LYONNAISE DE BANQUE 3<br />
Director GENERALE LOCATION HONG KONG LIMITED 2<br />
Director P.R. of <strong>GL</strong> <strong>GL</strong> ESPACE et DECOR 2<br />
Director P.R. of <strong>GL</strong> <strong>GL</strong> LUMIERE ET SON 2<br />
Director P.R. of <strong>GL</strong> HALL EXPO 2<br />
Director P.R. of <strong>GL</strong> GENERALE LOCATION MAROC 3<br />
Gilles GOUEDARD-COMTE<br />
(47 years of age) Director- Managing Director GROUPE POLYGONE SA 1<br />
President ACTION DEVELOPPEMENT SA 2<br />
President PRISME 3 3<br />
Manager LA COMPAGNIE DU PLANAY 3<br />
Director FABRIC'EXPO SA 2<br />
Director <strong>GL</strong> LUMIERE & SON SA 2<br />
Director <strong>GL</strong> MOBILIER SA 2<br />
Director HALL EXPO SA 2<br />
Director VACHON ANTIQUITES SA 2<br />
Director GENERALE LOCATION MAROC 3<br />
Director POLYGONE ESPANA SA 2<br />
Director P.R. of <strong>GL</strong> EXPO SERVICE COTE D'AZUR 2<br />
Director P.R. of <strong>GL</strong> FINANCIERE PAR 3 2<br />
Director P.R. of <strong>GL</strong> MEUBLEXPO 2<br />
Director P.R. of <strong>GL</strong> <strong>GL</strong> ESPACE & DECOR 2<br />
Olivier ROUX<br />
(45 years of age) Director- Managing Director GROUPE POLYGONE SA 1<br />
President <strong>GL</strong> MOBILIER 2<br />
President FINANCIERE PAR 3 2<br />
Director <strong>GL</strong> ESPACE & DECOR SA 2<br />
Director POLYGONE SA 1<br />
Director DECORAMA SA 2<br />
Director EXPO SERVICE COTE D'AZUR SA 2<br />
Director FINANCIERE PAR 3 SA 2<br />
Director <strong>GL</strong> LUMIERE & SON SA 2<br />
Director <strong>GL</strong> MOBILIER SA 2<br />
Director GENERALE LOCATION HONG KONG LIMITED 2<br />
Director PRISME 3 3<br />
Director HALL EXPO SA 2<br />
Director <strong>GL</strong> Data Systems 2<br />
André PERRIER<br />
(65 years of age) President SA D’ HLM LOGIREL 3<br />
President CREDIT IMMOBILIER DE FRANCE LYON 3<br />
President<br />
CREDIT IMMOBILIER DE FRANCE FINANCIERE<br />
RHONE AIN 3<br />
Director<br />
SOCIETE LYONNAISE DE COORDINATION<br />
IMMOBILIERE 3<br />
Note 1 : Holding companies of Générale Location or majority held by a holding company of Générale Location<br />
Note 2 : Companies within Générale Location scope<br />
Note 3 : Companies outside the group Générale Location<br />
PR : Permanent representative <strong>GL</strong> : GENERALE LOCATION<br />
PR : Permanent representative GP : GROUPE POLYGONE
94 95<br />
5-1-3 Board of Directors and Committees<br />
During the course of the year ended 31 December <strong>2001</strong>, the<br />
Board of Directors met six times.<br />
The board members have not been concerned by any special<br />
provision, except for the distribution of directors‘ fees voted<br />
on by the Mixed <strong>Annual</strong> General Meeting of 15 June <strong>2001</strong>.<br />
The Group’s Committee is composed of the Executive<br />
Committee of the Holding company and five functional and<br />
operational directors.<br />
Executive committee :<br />
- Olivier GINON - President<br />
- Olivier ROUX - Vice-President<br />
- Gilles GOUEDARD-COMTE - Managing Director<br />
- Erick ROSTAGNAT - Chief Financial Officer - Investor Relations<br />
- Damien BERTRAND - Marketing Director - Manager of <strong>GL</strong> Espace & Décor<br />
- Daniel CHAPIRO - Group Controller - Manager of Venue managment<br />
- Catherine PERRIN - Director of Human Resources<br />
Managers :<br />
- Denis ROBERT - Structure & Grandstands<br />
- Xavier MOULLIN - Technology<br />
- Dominique VACHON - Furniture<br />
- Jean-Luc AUBRY - Venue management<br />
- Robert DIAT / Olivier HOHN - System<br />
- Saïd SELIM / Patrick BAZANAN - Fittings and Museum fittings<br />
- Bruno MASCART - International Development<br />
5-2<br />
Managing Directors‘ financial interests in the capital<br />
of Générale Location<br />
5-2-1 Remuneration and benefits paid to the legal representatives<br />
during the course of the year<br />
As indicated in the Special Auditors’ <strong>report</strong> (§ 4.5.2), the<br />
company Groupe Polygone charges Générale Location an<br />
Executive fees which in <strong>2001</strong> came to 352 K€.<br />
This fee covers the gross remunerations and benefits in kind of<br />
Mr.Olivier GINON for € 88 700, Mr. Olivier ROUX for € 77 350<br />
and € 86 440 for the fees charged to the Compagnie du Planay,<br />
a holding personally held by Mr. Gilles Gouédard-Comte.<br />
GENERALE LOCATION has paid the sum of € 4 573.47 to Mr.<br />
André PERRIER as directors’ fees voted upon by the Mixed<br />
<strong>Annual</strong> General Meeting of 15 June <strong>2001</strong>.<br />
5-2-2 Options for subscription of shares allocated to legal representatives and taken-up shares<br />
GENERALE LOCATION granted the following options for subscription of shares during the course of the year <strong>2001</strong>.<br />
Granted options for subscription Number of options Price Date Plan<br />
of shares and taken-up options<br />
Granted Taken-up<br />
in € of issuance<br />
during the year<br />
Olivier GINON 4 000 - 8.45 22 Oct. 2003 N° 5 01-1<br />
Olivier ROUX 4 000 - 8.45 22 Oct. 2003 N° 5 01-1<br />
Gilles GOUEDARD COMTE 2 100 - 8.45 22 Oct. 2003 N° 5 01-1
5<br />
5-2-3 Nature and importance of the operations contracted between GENERALE LOCATION,<br />
its legal representatives, its shareholders holding more than 5% of voting rights<br />
The Board Members, physical persons, carrying out their<br />
duties as managing directors within the group receive<br />
benefits and services required by their position (car and<br />
reimbursement of traveling expenses).<br />
Outside its day to day banking activities, the Banque de Vizille<br />
charged the Group fees for € 23 837 concerning studies of<br />
external growths.<br />
The Société Lyonnaise de Banque, Banque de Vizille’s<br />
shareholder, provides current banking services.<br />
Groupe Polygone charged a contribution of € 351 735 equal<br />
to 0.15% of the consolidated net sales as remuneration for<br />
the general management agreement<br />
Groupe Polygone sold to Générale Location its 65%<br />
shareholding interest in Package Organization for the sum of<br />
€ 495 459. Polygone SA, shareholder of Groupe Polygone,<br />
acquired from Générale Location 9 999 shares of SCI 88 for<br />
the amount of € 2 286 506.<br />
The Board of Directors of 6 March <strong>2001</strong> authorized the management contract with the following subsidiaries. The fees received<br />
in the name thereof are as follows :<br />
(In Euros)<br />
<strong>GL</strong> Furniture Asia 5460 or 0.75 % of net sales<br />
<strong>GL</strong> Malaysia 12 189 or 0.75% of net sales<br />
Team Legend 14 217 or 0.75% of net sales<br />
Eastern Exhibition Services 16 132 or 0.75% of net sales<br />
<strong>GL</strong> Portugal 28 297 or 1.5% of net sales<br />
<strong>GL</strong> United Kingdom 9 019 or 1.5% of net sales<br />
<strong>GL</strong> Allemagne 11 386 or 1.5% of net sales<br />
The Board of Directors of 6 June <strong>2001</strong> authorized the establishment of the agreement of management with the following<br />
subsidiaries and the fees received in the name thereof are as follows :<br />
(In Euros)<br />
A2M SARL 13 031 or 2.5% of net sales<br />
Boîte à Sons 95 515 or 2.5% of net sales<br />
Sodem System 71 019 or 2.5% of net sales<br />
The Board of Directors of 9 September <strong>2001</strong> authorized the establishment of the agreement of management with the company<br />
Owen Brown at a rate of 1.5% of its net sales coming into effect on 1 January 2002.<br />
None<br />
5-2-4 Loans and guarantees granted or constituted for the benefit of the board<br />
members
96 97<br />
5-3<br />
Personnel profit sharing<br />
5-3-1 Profit sharing agreement<br />
None<br />
5-3-2 Options for subscription of shares granted to the first ten employees of GENERALE<br />
LOCATION and of the group who are not legal representatives, and options<br />
exercised by them<br />
GENERALE LOCATION granted the following options for subscription of shares during the course of the year <strong>2001</strong>.<br />
Options for subscription of Number of options Weighted Plan Plan<br />
shares granted and option<br />
Granted Taken-up<br />
average<br />
exercised during the year<br />
price<br />
Options granted during<br />
the year 23 200 € 8.45 N° 5 01-1<br />
Options held, exerciced<br />
during the year 26 500 (*) € 5.14 N° 1 99-1<br />
(*) out of the 26 500 options, 3 300 were taken up before the division of the nominal value by five and thus count for 16 500<br />
in the total.
Financial Communication Department<br />
Tel. +33 (0)4 72 31 54 20 - Fax. +33 (0)4 72 31 54 95<br />
infos.finance@generale-location.fr<br />
Polytems<br />
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Head Office : route d’Irigny - ZI Nord - BP 40 - F.69530 Lyon Brignais - tel. +33 (0)4 72 31 54 20 - fax +33 (0)4 72 31 54 95<br />
www.generale-location.com - e-mail : info@generale-location.fr<br />
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