ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

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8 Group INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL organisation chart 8.3 GROUP ORGANISATION CHART Saft Acquisition SAS (France) Saft Batterie Italia Srl (Italy) 50% Aérospatiale Batteries («ASB») (France) Missiles & Space Batteries Ltd. (United Kingdom) Advanced Thermal Batteries Inc. (USA) Saft Ferak AS (Czech Repuplic) 198 / SAFT - ANNUAL REPORT 2011 Saft do Brasil Ltda (Brazil) Saft SAS (France) Friwo GmbH (Germany) Saft Batterien GmbH (Germany) Saft Australia Pty Ltd. (Australia) Saft Batteries Pty Ltd. (Australia) Saft Finance Sarl (Luxembourg) 98% Saft Hong Kong Ltd. (Hong Kong) Saft (Zhuhai FTZ) Batteries Co Ltd. (China) Saft AS (Norway) 2% 51.04% Fast Jung KB (Sweden) Saft Batteries Pte Ltd. (Singapore) AMCO-Saft India Ltd. (India) Saft Baterias SL (Spain) Tadiran Batteries Ltd. (Israel) Spezialgeratebau Hamburg GmbH « SGH » (Germany) Tadiran Batteries GmbH (Germany) When no specifi c percentage is mentioned, the controlling interest amounts to 100%. Saft Sweden AB (Sweden) Saft AB (Sweden) Saft Federal Systems Inc. (USA) Saft Ltd. (United Kingdom) ALCAD AB (Sweden) Saft America Inc. (USA) Florida Substrate Inc. (USA) Saft Nife ME Ltd. (Cyprus) Saft Batterijen BV (Netherlands) Saft JV Holding Co (USA)
8 INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL Signifi cant contracts and commitments 8.4 SIGNIFICANT CONTRACTS AND COMMITMENTS 8.4.1 CREDIT FACILITIES On 3 July 2009, a syndicate of banks provided new debt facilities for Saft Groupe SA and various Group companies comprising a fi xed term, non-renewable loan composed of two tranches of €150 million and $240 million respectively, and a multicurrency revolving credit facility in a maximum amount of €33,5 million. Main provisions of the new facilities are described in Note 18 of the 2011 Consolidated Financial Statements within this Annual Report. 8.4.2 A MULTI-YEAR CONTRACT WITH THE US DEFENCE LOGISTICS AGENCY (DLA) On 16 July 2008 Saft America Inc. signed a major multi-year contract with the US Defence Logistics Agency (DLA) to supply the US Army, Navy, Air Force and Marine Corps with BA5590 lithium sulfur dioxide (Li-SO2) batteries. The terms of the contract include Li-SO2 batteries for several portable military applications such as communications and electronics systems. This contract was awarded to Saft for 100% of the US military needs for this type of battery. The contract with DLA is an indefi nite quantity contract with a two-year base period for an amount of up to $64 million and three one-year option periods for a total contract value of up to $170 million. Orders under the contract are placed by the customer as needed. This contract maintains Saft’s position as the leading supplier of lithium batteries to the US Army. The contract will be supplied from Saft’s Valdese NC facility that has been the leading supplier of these types of military batteries since the 1980s. 8.4.3 CONTRACT WITH THE US DEPARTMENT OF ENERGY On 1 st December 2009, Saft America Inc. signed a contract with the US Department of Energy, by which it will receive a cost-sharing subsidy representing 50% of the cost for a maximum amount of $95.5 million under the provisions of the Federal American Recovery and Reinvestment Act (ARRA). The grant will support the funding of the construction, in Jacksonville, Florida, of a manufacturing plant to produce advanced lithiumion cells and integrate lithium-ion batteries for renewable energy storage, telecommunication networks markets, as well as aviation and military markets. 8.4.4 JOINT VENTURES ASB group One of Saft’s subsidiaries is a party, with EADS France, to a shareholder agreement renewed in 2006 and governing an equal shareholding in ASB, a company mainly engaged in the manufacture of thermal batteries for military uses. The agreement provides that in the event of a change of control of either of the two ASB shareholders, the other will dispose of a purchase option for all the shares in the joint venture held by the shareholder subject to the change of control. In this event, and in the absence of any other agreement between the parties, the price would be determined by an expert designated in accordance with section 1843-4 of the French code of civil law. Johnson Controls-Saft The Group’s 49% stake in the joint venture created in 2006 to meet the needs of the market for hybrid and electric vehicles was sold to Johnson Controls Inc. on 30 September 2011. 8.4.5 UNDERTAKINGS MADE TO FRANCE AND ISRAEL By letter dated 11 December 2003 and in the context of Alcatel’s sale of the Saft Group to the Doughty Hanson Funds, Tadiran, the Company’s Israeli subsidiary, provided an assurance to the Israeli Minister of Defence (MOD) that it would preserve the confi dentiality of any information relating to MOD orders for batteries classifi ed under the provisions of the Israeli Security Directorate. Tadiran also undertook that its general manager would remain an Israeli citizen subject to strict security clearance. Any change in the control of Tadiran must be notifi ed to the MOD and requires the prior authorisation of the Chief Scientist’s Offi ce and the Investment Centre of the Israeli Ministry of Industry and Commerce. Given the products that are the subject of these commitments, Saft does not expect the effect of the commitments to have a signifi cant negative impact on the fi nancial situation of the Group. On 4 May 2005 the French government signed an agreement with the Company, applicable for ninety years, under which the Company undertook to retain its Group general management and associated functions in France. The Company provided certain other assurances and guaranteed the proper performance by its French subsidiaries of its direct or indirect SAFT - ANNUAL REPORT 2011 / 199
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THE FUTURE COMES FROM EXPERIENCE AN
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5 COMMENTS ON THE 2011 FINANCIAL YE
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19 SITES WORLDWIDE 16 MANUFACTURING
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FRANçOIS LINCk MARkETING MANAGER N
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What vision for lithium-ion? ANNE D
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What vision for renewable energy st
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What vision for the environment? CL
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OVERVIEW 2011 MESSAGE FROM THE CHAI
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“I am convinced the company’s p
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Limassol Moscow Port Washington Val
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JUNE ENERGY STORAGE FOR SEPTA The S
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EBITDA (in e million) 110.0 406.6 1
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35 30 25 20 STOCk MARkET INFORMATIO
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MANAGEMENT COMMITTEE Saft’s Manag
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ACTIVITIES INDUSTRIAL BATTERY GROUP
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ACTIVITIES INDUSTRIAL BATTERY GROUP
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“The role of batteries for teleco
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Saft launched the SRM+ compact solu
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ACTIVITIES SPECIALTY BATTERY GROUP
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“The company is strongly penetrat
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THE EXPERT EXPLAINS Each battery sy
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COMMITMENTS RESEARCH & DEVELOPMENT
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INNOVATION & COMMITMENTS RESEARCH &
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This is a very important next step
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INNOVATION & COMMITMENTS SUSTAINABL
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kEY EVENT Saft policy is to fully c
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FINANCIAL REPORT RISK FACTORS 53 SU
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RISK FACTORS 2.1 Risks related to t
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technologies, while maintaining a f
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of expertise and affect the Group
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2.5 MARKET RISKS 2.5.1 RAW MATERIAL
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RISK FACTORS 2 Risks related to the
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2.8 INSURANCE The Group has a polic
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SUSTAINABLE DEVELOPMENT 3 3.1 Envir
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3.1 ENVIRONMENTAL RESPONSIBILITY Fo
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Type and amount of waste generated
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3.1.10 RESOURCE CONSERVATION Sustai
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3.2.3 HUMAN RESOURCE MANAGEMENT The
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3.3 CORPORATE SOCIAL RESPONSIBILITY
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III. CONCLUSION Moderate assurance
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CORPORATE GOVERNANCE 4 4.1 Manageme
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A short presentation of each Manage
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You will fi nd hereafter a short re
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The members of the Committees are:
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CORPORATE GOVERNANCE 4 Remuneration
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No stock options were awarded to em
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During the 2011 fi nancial year, th
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In the course of its meetings, the
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The Chairman of the Management Boar
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The control environment is subject
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eceives the consistent accounting a
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Other information 4 CORPORATE GOVER
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4.5.2 DUTIES AND RESPONSIBILITIES O
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COMMENTS ON THE 2011 FINANCIAL YEAR
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5.2.4 OTHER ACTIVITIES 5 COMMENTS O
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2011 CONSOLIDATED FINANCIAL STATEME
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LIABILITIES 6 2011 CONSOLIDATED FIN
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6 2011 CONSOLIDATED FINANCIAL STATE
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Risk management 6 2011 CONSOLIDATED
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Page 149 and 150: 6 2011 CONSOLIDATED FINANCIAL STATE
Page 153 and 154: Balance sheet by business segment A
Page 157 and 158: NOTE 8 GOODWILL 6 2011 CONSOLIDATED
Page 165 and 166: 17.2 PUBLIC GRANTS RELATED TO RESUL
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Page 197 and 198: INFORMATION ABOUT THE COMPANY AND I
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Page 209 and 210: ANNUAL GENERAL MEETING 9.1 Overview
Page 211 and 212: ANNUAL GENERAL MEETING 9 Statutory
Page 213 and 214: 3. Services Agreement Type of agree
Page 215 and 216: ADDITIONAL INFORMATION 10 10.1 Docu
Page 217 and 218: ADDITIONAL INFORMATION10 Offi cers
Page 219 and 220: ADDITIONAL INFORMATION10 registrati
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Page 223 and 224: ADDITIONAL INFORMATION10 Cross-refe
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ANNUAL REPORT 2011 REGISTRATION DOCUMENT - Saft

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