2022
Universal Registration Document
including the annual financial report
Definitions
In this Universal Registration Document, unless specified otherwise:
"Group" means the entity consisting of SergeFerrari Group SA and its consolidated direct or indirect subsidiaries, "Company" means SergeFerrari Group SA.
Serge Ferrari Group
A French limited liability company (société anonyme) with capital stock of €4,919,704
Headquarters: Zone industrielle la Tour-du-Pin 38110 Saint-Jean-de-Soudain
382 870 277 Vienne Commercial Register
2022 UNIVERSAL REGISTRATION DOCUMENT including the annual financial report
This Universal Registration Document was filed on April 18, 2023 with the AMF, in its capacity as competent authority under Regulation (EU) 2017/1129, without prior approval in accordance with Article 9 of said regulation.
The Universal Registration Document may be used for the purpose of public offering of securities or admission of securities to trading on a regulated market if supplemented by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The set of documents thus formed is approved by the AMF in accordance with Regulation (EU) 2017/1129.
This document is the official version of the Universal Registration Document including the 2022 annual financial report, which was drawn up in ESEF (European Single Electronic Format) format and filed with the AMF, and which may be consulted on the Company's website and that of the AMF.
Disclaimer
This Universal Registration Document contains statements and information on the objectives of Serge Ferrari Group which are forward-looking in nature and may be identified as such by the use of the future tense or conditional mood, and by terms of a prospective nature such as "estimate", "consider", "have as objective", "aim to", "expect", "intend", "should", "hope", "could", "may" and similar. Such information is based on data, assumptions and estimates considered reasonable by the Company. The forward-looking statements and objectives in this Universal Registration Document may be impacted by known and unknown risks, uncertainties surrounding the regulatory, geopolitical, economic, financial and competitive environment, and other factors that may cause the Company's future profits, performance and achievements to be significantly different from the objectives as formulated or suggested. These factors may include, among others, the factors set out in Section 4 "Risk management" in this Universal Registration Document.
Investors are advised to take into careful consideration the risk factors described in Section 4 "Risk management" of this Universal Registration Document before making an investment decision. Should any or all of these risks materialize, they may have an adverse impact on the Company's activity, financial position, earnings or objectives. Furthermore, other risks, not yet identified or considered not significant by the Company, may have a similarly adverse impact and investors may lose all or part of their investment.
This Universal Registration Document contains information on the Group's strategic markets and competitive positions, including information on market size. Due to the lack of specific market studies on the Group's sphere of activity, this information is drawn from Company estimates and is provided only for indicative purposes. The Group's estimates are based on information obtained from customers, suppliers, professional organizations and other participants in the markets in which the Group operates. Although the Group considers that these estimates are relevant as of the date of this Universal Registration Document, it cannot guarantee the completeness or accuracy of the data on which they are based or that its competitors define the markets in which they operate in the same manner. These estimates and the data on which they are based have not been verified by independent experts: they are periodically revised and were revised in 2022. The Group gives no guarantee that a third party using different methods to collate, analyze or calculate market data will obtain the same results. Since the data relating to market shares and market sizes in this Universal Registration Document is solely derived from Group esti- mates, it does not comprise official data.
2 | SERGEFERRARI GROUP ■ 2022 Universal Registration Document | 2022 Universal Registration Document ■ SERGEFERRARI GROUP | 3 |
Contents
OVERVIEW OF THE GROUP AND ITS BUSINESS | 9 | |||
1 | ||||
TECHNOLOGIES AND MARKETS | 10 | |||
PEOPLE AND PERFORMANCE | 28 | |||
GOVERNANCE AND VALUES | 36 |
NON-FINANCIAL PERFORMANCE STATEMENT | 43 | |||
2 | ||||
2.1 WHO ARE WE? THE "ONE AND ONLY" SERGE FERRARI | 50 | |||
2.2 A CSR APPROACH THAT REFLECTS AND UNITES US | 63 | |||
2.3 CSR AT SERGE FERRARI: WHAT DOES IT MEAN IN PRACTICE? | 84 | |||
2.4 APPENDICES | 114 |
GOVERNANCE AND REMUNERATION | 137 | |||
3 | ||||
3.1 GROUP EXECUTIVE MANAGEMENT | 138 | |||
3.2 THE SUPERVISORY BOARD | 144 | |||
3.3 CORPORATE OFFICER REMUNERATION | 160 | |||
3.4 CURRENTLY VALID CAPITAL INCREASE AUTHORIZATIONS GRANTED | ||||
TO THE EXECUTIVE BOARD | 168 | |||
3.5 ITEMS LIKELY TO HAVE AN IMPACT IN THE EVENT | ||||
OF A PUBLIC TENDER OFFER | 169 | |||
3.6 SPECIAL PROCEDURES REGARDING SHAREHOLDER PARTICIPATION | ||||
IN GENERAL MEETINGS | 169 | |||
3.7 SHARE BUYBACK PLAN | 171 | |||
3.8 AGREEMENTS BETWEEN AN EXECUTIVE OFFICER OR | ||||
SIGNIFICANT SHAREHOLDER AND GROUP SUBSIDIARIES | 172 | |||
3.9 REGULATED AGREEMENTS AND MAIN INTERCOMPANY CASH FLOWS | 175 | |||
3.10 STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS | 177 | |||
3.11 OBSERVATIONS OF THE SUPERVISORY BOARD | ||||
ON THE EXECUTIVE BOARD REPORT | 181 |
RISK MANAGEMENT AFR | 183 | |||
4 | ||||
4.1 INTERNAL CONTROL AND RISK MANAGEMENT | 184 | |||
4.2 RISK FACTORS | 186 | |||
4.3 INSURANCE AND RISK COVERAGE | 193 | |||
4.4 PREPARATION OF FINANCIAL INFORMATION AND PERFORMANCE INDICATORS | 194 |
Items of the annual financial report are cross-referenced in the table of contents using the pictogram AFR
COMMENTS ON FISCAL 2022 AFR | 197 | |||
5 | ||||
5.1 INTRODUCTION | 198 | |||
5.2 ANALYSIS OF CONSOLIDATED RESULTS | 198 | |||
5.3 SERGEFERRARI GROUP SA (GROUP PARENT COMPANY) | 203 | |||
5.4 OTHER INFORMATION | 205 | |||
5.5 OUTLOOK | 208 |
FINANCIAL STATEMENTS AFR | 211 | |||
6 | ||||
6.1 CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED | ||||
DECEMBER 31, 2022 | 212 | |||
6.2 STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED | ||||
FINANCIAL STATEMENTS | 252 | |||
6.3 PARENT COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED | ||||
DECEMBER 31, 2022 | 258 | |||
6.4 RESULTS OF THE LAST FIVE FISCAL YEARS | 273 | |||
6.5 STATUTORY AUDITORS' REPORT ON THE PARENT COMPANY | ||||
FINANCIAL STATEMENTS | 274 |
COMBINED GENERAL MEETING OF APRIL 19, 2023 | 281 | |||
7 | ||||
7.1 AGENDA | 282 | |||
7.2 DRAFT RESOLUTIONS | 284 | |||
7.3 TERMS OF PARTICIPATION IN THE GENERAL MEETING | 309 | |||
ADDITIONAL INFORMATION IN THE UNIVERSAL | ||||
8 | ||||
REGISTRATION DOCUMENT | 313 | |||
8.1 PERSONS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT | ||||
AND ANNUAL FINANCIAL REPORT AFR | 314 | |||
8.2 STATUTORY AUDITORS | 314 | |||
8.3 FEES PAID TO STATUTORY AUDITORS AND MEMBERS OF THEIR NETWORK | 315 | |||
8.4 INFORMATION ABOUT THE COMPANY | 315 | |||
8.5 INFORMATION ON THE CAPITAL STOCK | 317 | |||
8.6 DOCUMENTS AVAILABLE TO THE PUBLIC | 324 | |||
8.7 CROSS-REFERENCE TABLES | 325 | |||
8.8 EUROPEAN TAXONOMY | 330 | |||
8.9 GLOSSARY | 333 |
4 | SERGEFERRARI GROUP ■ 2022 Universal Registration Document | 2022 Universal Registration Document ■ SERGEFERRARI GROUP | 5 |
1
MESSAGE FROM THE EXECUTIVE BOARD:
SÉBASTIEN BARIL AND PHILIPPE BRUN
2022 marked a turning point in the definition of CSR strategy: what are the main outlines?
Current and future challenges in terms of the ecological transition have strengthened the Serge Ferrari Group's resolve to pursue its corporate strategy in which CSR (Corporate Social Responsibility) is playing an increasing role in order to pay heed to the social and environmental impact of our business and development.
In 2022, we decided to challenge our CSR trajectory in order to rethink our fundamentals and review our current manner of operation to project the opportunities of tomorrow. This collaborative work gave rise to our RhSE project, which provides for a gradual and complementary trajectory towards a 2030 horizon.
The main driving force behind this initiative is the Company's primary resource: its people. We have transformed this ambition into an action plan based on two complementary approaches involving two timeframes: the low-carbon approach by 2030 and the "resources" approach for taking action now.
Lastly, the gradual structuring of our philanthropic initiatives via the Serge Ferrari Foundation, donations of equipment to our Turkish colleagues and our respective collections demonstrate our shared commitment to the public interest. Further proof that our collective spirit, knowhow and mindset can achieve great things… or remind us of why human beings really are the central focus of our corporate mission!
What are the challenges facing the Group in 2023?
2021 and 2022 were hit by soaring raw material and energy prices compounded by availability issues at certain times over the past year.
The economic and financial environment will remain equally volatile in 2023 with interest rate hikes steepening considerably from summer 2022 onwards. Regional geopolitical situations are also a source of concern. The Group, which operates in four strategic markets as well as a number of high-potential opportunity markets, particularly in biogas, can also leverage its global geographical footprint, which is a major strength in such complex circumstances.
Our work will focus on rallying all our teams behind our goals of innovating, developing the Group's business and improving its operational and financial performance.
What are the main organizational challenges to ensure the Group's development strategy is implemented?
Behind this project, we are gradually rolling out a new operational, human and material organizational system aimed at adapting, modifying and modernizing our industrial practices. The challenge is to anticipate as far as possible (based on our current knowledge) the required transformations, future opportunities and expectations of stakeholders (employees, customers, suppliers, organizations, regions, etc.).
In a context where everyone has a full role to play and must become an agent of our 2022-
2030 strategy:
- R&D, to identify new and less impactful alternatives,
- sales and marketing departments, to design and sell products whose manufacture and use are in harmony with environmental considerations,
- production teams, to improve industrial efficiency,
- purchasing teams, to perpetuate, safeguard and benchmark increasingly responsible supply sourcing,
- supply chain, to provide a better quality of response to customer needs and improve customer satisfaction,
- IT, to transform our industry into 4.0,
- the health and safety teams, to continuously improve workstation safety by providing training and monitoring employees,
- HR functions, to promote our values, fight discrimination and foster constructive social dialog,
- maintenance teams, to ensure more economical equipment, greener buildings, optimized and secure flows, etc.
- support functions: finance, communication, etc., to guide transformation, look after organizations and support changes.
We are still driven by the same ambition: "Do better with less" by acting today: "Act now".
We are convinced that each person's actions will help build a sustainable, value-creating and responsible economy for future generations.
6 | SERGEFERRARI GROUP ■ 2022 Universal Registration Document | 2022 Universal Registration Document ■ SERGEFERRARI GROUP | 7 |
1
Overview
of the Group
and its business
TECHNOLOGIES AND MARKETS | 10 |
PEOPLE AND PERFORMANCE | 28 |
GOVERNANCE AND VALUES | 36 |
Soltis membrane ■ Solar protection
2022 Universal Registration Document ■ SERGEFERRARI GROUP | 9 |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Serge Ferrari Group SA published this content on 05 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 July 2023 12:49:06 UTC.