ORCHESTRA-PRÉMAMAN This Registration Document is an English translation of the French version of this document and is provided solely for the convenience of English speaking readers. This translation is qualified in its entirety by the French version, which is available on the company's website (www.orchestra-kazibao.com). In the event of any inconsistencies between the French version of this Registration Document and the English translation, the French version will prevail.
ORCHESTRA PREMAMAN
Public limited company with share capital of €19,203,558
Registered office: 200, avenue des Tamaris, ZAC Saint Antoine, 34130 Saint-Aunès, France Montpellier Trade and Companies Register no. 398 471 565
2015 REGISTRATION DOCUMENTIncluding the Annual Financial Report
In application of its General Regulation, in particular Article 212-23, this Registration Document was filed by the French Financial Markets Authority (the "AMF") on 30 June 2016 under number R. 16-063. This document may only be used to support a financial operation if it is accompanied by a securities note approved by the AMF. It was prepared by the issuer and its signatories are liable for its content.
The filing, in accordance with the provisions of Article L. 621-8-1-I of the French Monetary and Financial Code, was carried out after verification by the AMF that the document is exhaustive and intelligible and that the information it contains is consistent. It does not imply that the AMF is authenticating the financial and accounting data presented.
This document is available free of charge from the Company's registered office, as well as in electronic form on the websites of the AMF (www.amf-france.org) and the Company (www.orchestra-kazibao.com).
TABLE OF CONTENTS
- PERSONS RESPONSIBLE 6
Person responsible for the Registration Document 6
Statement by the person responsible 6
Persons responsible for the financial information 7
- STATUTORY AUDITORS 8
Principal Statutory Auditors 8
Alternative Statutory Auditors 8
Statutory Auditors having resigned, been removed or whose term has not been renewed 8
Statutory Auditors' fees 8
- SELECTED FINANCIAL INFORMATION 9
- RISK FACTORS 12
Risks related to the business activity 12
Operating risks 13
Risks related to implementation of strategy 18
Financial risk 20
Insurance 23
Risk management - Organisation 24
- COMPANY INFORMATION 26
History and development of the Company 26
Investments 28
- BUSINESS OVERVIEW 31
Principal business activities 31
The market and the competition 43
Regulatory framework 47
- ORGANISATIONAL CHART 49
Simplified organisational chart 49
Shareholding structure 50
Subsidiaries and affiliates 50
Main intra-group flows 51
- PROPERTY, PLANT AND EQUIPMENT 52
Description of property 52
Environmental issues 53
- REVIEW OF RESULTS AND FINANCIAL POSITION 54
General presentation 54
Presentation and analysis of the consolidated income statements for the financial years ended 28 February 2015 and 2014 57
Presentation and analysis of the consolidated income statements for financial years ended 29 February 2016 and 28 February 2015 63
- LIQUIDITY AND CAPITAL RESOURCES 69
General presentation 69
Financial liabilities and net financial debt 69
Cash flows 74
Information on borrowing terms and conditions and the structure of financing 80
Restrictions on the use of capital resources 80
Sources of financing 80
- INNOVATION, PATENTS, LICENCES, TRADEMARKS AND DOMAIN NAMES 81
Innovation policy 81
Protection of intellectual property 81
- TRENDS 83
- PROFIT FORECASTS OR ESTIMATES 86
- ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND Senior Management 87
Change in the composition of the Board of Directors and Senior Management 87
The Board of Directors 88
Senior Management 97
Declarations concerning administrative bodies and Senior Management 101
- COMPENSATION AND BENEFITS 104
Compensation of members of the Board of Directors and Senior Management 104
Amounts provisioned by the Company for payment of pensions, retirement and other benefits to corporate officers 114
Bonus shares, share subscription warrants and stock options granted to corporate officers ..114
- FUNCTIONING OF ADMINISTRATIVE AND MANAGEMENT BODIES 115
The Company's Board of Directors and Senior Management 115
Information on the contracts between the Company and management 125
Corporate governance 125
Report of the Chairman of the Board of Directors on the conditions for the preparation and organisation of the work of the Board of Directors and on the internal control and risk management procedures 126
Report of the Statutory Auditors prepared pursuant to Article L. 225-235 of the French Commercial Code, on the report by the Chairman of the Board of Directors 134
- EMPLOYEES 136
Overview 136
Shares and stock options held by the members of the Board of Directors and Senior Management 140
Profit-sharing and incentive scheme agreements 140
Employee shareholding 141
- Main shareholders 142
Breakdown of share capital and voting rights 142
Voting rights of main shareholders 142
Company control 142
Agreements which could result in a change of control 143
- RELATED-PARTY TRANSACTIONS 144
Related-party agreements 144
Statutory Auditors' reports on regulated agreements 144
- FINANCIAL INFORMATION CONCERNING THE ISSUER'S ASSETS, FINANCIAL POSITION AND EARNINGS 156
Annual consolidated financial statements under IFRS for the financial years ended 29 February 2016 and 28 February 2015 and 2014, and Statutory Auditors' reports for the financial years ended 29 February 2016 and 28 February 2015 and 2014 156
Separate financial statements for the financial year ended 29 February 2016 and Statutory Auditors' report for the financial year ended 29 February 2016 321
Dividend Policy 346
Legal and arbitration proceedings 346
Significant change in the financial or commercial position 346
- ADDITIONAL INFORMATION 347
Share capital 347
Articles of incorporation and articles of association 353
Other: CSR report at 29 February 2016 359
- SIGNIFICANT CONTRACTS 391
- INFORMATION FROM THIRD PARTIES, DECLARATIONS BY EXPERTS AND DECLARATIONS OF INTERESTS 392
- DOCUMENTS ACCESSIBLE TO THE PUBLIC 393
- INFORMATION ON INVESTMENTS 394
- Annexe: Cross-reference table of the Annual Financial Report 395
Orchestra-Prémaman SA published this content on 26 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 August 2016 14:29:02 UTC.
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