GL EVENTS RAPPORT GB
GL EVENTS RAPPORT GB
GL EVENTS RAPPORT GB
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2004<br />
ANNUAL REPORT<br />
BRINGING PEOPLE TOGETHER
CONTENTS<br />
> 2004 ANNUAL REPORT<br />
THE <strong>GL</strong> <strong>EVENTS</strong> GROUP<br />
03 <strong>GL</strong> <strong>EVENTS</strong> IN BRIEF<br />
04 MESSAGE FROM THE CHAIRMAN<br />
06 INTERVIEW WITH VICE-CHAIRMAN<br />
08 2004 BUSINESS HIGHLIGHTS<br />
10 PRESENTATION OF THE GROUP <strong>GL</strong> <strong>EVENTS</strong>’<br />
BUSINESSES RECENT DEVELOPMENTS<br />
AND OUTLOOKS<br />
15 STOCK PERFORMANCE<br />
AND SHAREHOLDER INFORMATION<br />
18 CORPORATE GOVERNANCE<br />
24 REPORT OF THE CHAIRMAN<br />
28 <strong>GL</strong>OBAL SERVICES<br />
36 VENUE AND EVENT MANAGEMENT<br />
41 REGULATION<br />
42 INVESTMENT POLICY<br />
43 SUPPORT SERVICES<br />
AND COMMERCIAL ORGANIZATION<br />
46 SUSTAINABLE DEVELOPMENT<br />
PARENT COMPANY FINANCIAL<br />
STATEMENT<br />
90 MANAGEMENT REPORT ON THE PARENT<br />
COMPANY FINANCIAL STATEMENTS<br />
97 RESOLUTIONS SUBMITTED TO THE ANNUAL<br />
SHAREHOLDERS’MEETING OF 20 MAY 2005<br />
99 GENERAL INFORMATION CONCERNING <strong>GL</strong><br />
<strong>EVENTS</strong> AND ITS CAPITAL<br />
107 RESPONSIBILITY FOR THE REFERENCE<br />
DOCUMENT AND CERTIFICATION<br />
CONSOLIDATED FINANCIAL<br />
STATEMENTS FOR THE YEAR ENDED<br />
AT 31 DECEMBER 2004<br />
50 MANAGEMENT REPORT ON THE CONSOLIDATED<br />
AND PARENT COMPANY FINANCIAL STATEMENTS<br />
56 CONSOLIDATED FINANCIAL STATEMENTS<br />
61 NOTES TO THE CONSOLIDATED FINANCIAL<br />
STATEMENTS AT 31 DECEMBER 2004<br />
88 STATUTORY AUDITORS’ REPORT ON THE<br />
CONSOLIDATED FINANCIAL STATEMENTS<br />
FOR THE YEAR ENDED AT 31 DECEMBER 2004<br />
2 > 2004 ANNUAL REPORT <strong>GL</strong> events
<strong>GL</strong> <strong>EVENTS</strong> IN BRIEF<br />
<strong>GL</strong> events, a leading international provider of event industry<br />
services, operates in two major sectors :<br />
<strong>GL</strong>OBAL SERVICES<br />
> TRADE SHOWS, EXHIBITIONS AND <strong>EVENTS</strong><br />
> PERMANENT AND SEMI-PERMANENT REALISATIONS<br />
VENUE AND EVENT MANAGEMENT<br />
<strong>GL</strong> <strong>EVENTS</strong>, A UNIQUE ONE-STOP SOURCE<br />
FOR EVENT INDUSTRY SOLUTIONS<br />
KEY FIGURES IN 2004 :<br />
Created in 1978<br />
Net sales of €355.5 million<br />
2,130 employees<br />
A network of 50 offices in France and 16 international markets<br />
offering local event industry expertise and service<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 3
International Convention Center of Barcelona
MESSAGE FROM<br />
OLIVIER GINON<br />
> CHAIRMAN<br />
First of all, I would like to thank all group employees for<br />
their high level of professionalism and commitment to<br />
ensuring the satisfaction of our customers.<br />
In 2004, the group's international operations achieved<br />
strong growth and now account for 30% of total sales.<br />
In Global services, more than one intervention out of five<br />
is outside of France. The group's international dimension<br />
has been strengthened by foreign companies in<br />
different countries that have joined us and enrich our<br />
international culture everyday. <strong>GL</strong> events provides<br />
services throughout the world supported by a network<br />
of 13 subsidiaries covering the world's major geographical<br />
regions and more than 20 different nationalities<br />
work together today within the group.<br />
Venue and event management also experienced strong<br />
growth, accounting for 23% of group sales at year-end.<br />
As a result, the objective of increasing its contribution<br />
to total sales to 25% in 2005 should be largely surpassed.<br />
As part of the strategic restructuring of Global<br />
services, the fittings activity has been repositioned and<br />
the group continued to develop its service offering,<br />
particularly in the United Kingdom. This "historical"<br />
activity of the group constitutes the cornerstone of <strong>GL</strong><br />
events’ global offering.<br />
> Global services for trade shows, exhibitions and<br />
events (temporary realizations) and for permanent and<br />
semi-permanent realizations.<br />
> Venue (exhibition centers, convention centers, performance<br />
halls, etc.) and event management (corporate,<br />
economic, cultural, political, sporting).<br />
The outlook for 2005 is promising for Venue and event<br />
management. This activity will benefit notably from<br />
Market Place’s full year contribution and recent venue<br />
management acquisitions (Chorus in Vannes and the<br />
successes in winning privatization bids to manage<br />
exhibition centers in Padua Italy and Budapest Hungary).<br />
In Global services we will achieve growth by further<br />
strengthening our range of expertise and geographical<br />
coverage. In addition, we will pursue synergies between<br />
our two major business lines. This will in turn<br />
contribute to optimised performances across the event<br />
service chain, sustained improvements in <strong>GL</strong> events'<br />
earnings and the creation of shareholder value.<br />
As a result, our strategy of developing an increasingly<br />
comprehensive event industry offering in France and<br />
international markets remains on track.<br />
Since our creation, we have adopted a flexible organization,<br />
encouraging responsibility, creativity responsiveness<br />
and synergy. In line with this approach, we have<br />
further simplified our organization, establishing two<br />
major divisions:<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 5
Equita Lyon
INTERVIEW WITH<br />
OLIVIER ROUX<br />
> VICE CHAIRMAN<br />
WHAT MAJOR <strong>EVENTS</strong> MARKED 2004?<br />
Global services in 2004 participated in a number of<br />
major international sporting and cultural events including<br />
notably the Athens Olympic Games, the Universal<br />
Forum of Culture in Barcelona and the PanArab Games<br />
in Algers.<br />
We would like to thank our customers for renewing<br />
their confidence in us in 2004 as they have done for a<br />
number years. The visibility provided by this recurrent<br />
business ensures that we can continue to carry out the<br />
necessary investments. Such customers include notably<br />
the Reed group, Première Vision, Prêt à Porter,<br />
Sepelcom in addition to several national and regional<br />
event industry players.<br />
Venue and event management in 2004 was marked by<br />
the opening of the Barcelona International Convention<br />
Center and the Grande Halle d’Auvergne, inaugurated<br />
by the start of the Paris-Dakar rally.<br />
<strong>GL</strong> events also strengthened its position in event engineering<br />
services. In 2004, the group organized such<br />
events as EURO PCR (cardiology), the Founding<br />
Congress of the United Cities and Local Governments<br />
(an organization bringing together local governments<br />
including 100 of the world's largest cities), the convention<br />
of French solicitors (notaires) and the Salon<br />
Equita, etc.<br />
WHAT IS THE OUTLOOK FOR 2005?<br />
<strong>GL</strong> events must strengthen its position in the segment<br />
of large national and international companies by leveraging<br />
the experience and expertise of its subsidiaries<br />
Package, Europa Organisation and Market Place.<br />
We must also meet a number of challenges. These<br />
include actively promoting the integration of the recent<br />
additions to the group's venue portfolio in Padua,<br />
Budapest and Vannes and continuing to respond to<br />
calls for tender for venue management.<br />
Several challenges also await us as we contribute to a<br />
number of major events to come: the Olympic Games<br />
in Turino, the Jeux de la Francophonie in Niger, the<br />
Asian Games in Qatar, the America’s Cup in Valence<br />
and our renewed participation in the international fine<br />
watchmaking exhibition in Geneva, in addition to recurring<br />
events that highlight the satisfaction of our customers<br />
of long date from one year to the next.<br />
The group has further adapted its organization to meet<br />
the needs of our markets through a transversal commercial<br />
structure to provide improved coverage and<br />
local service for our customers.<br />
Group expertise was strengthened by the acquisition of<br />
Market Place, an event organization specialist which<br />
will allow us to further develop the corporate segment<br />
and improve the quality of our existing trade show and<br />
event engineering services. Coordination with the different<br />
Global services lines will promote synergies and<br />
enhance the overall quality and coverage of our event<br />
engineering services.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 7
2004 GROUP BUSINESS HIGHLIGHTS<br />
JANUARY 2004<br />
> Inauguration of the Grande Halle d’Auvergne with the launch<br />
of the Paris-Dakar rally<br />
An exhibition hall of 12,600m 2 housed the technical verifications<br />
and stands, while the drivers received their briefing in the Zenith<br />
concert hall able to receive up to 8,500 people.<br />
A total of 70,000 visitors attended the preparations and start of this<br />
legendary rally wich began in a snowcovered landscape.<br />
MAY 2004<br />
> The Barcelona international convention (CCIB) opens its doors<br />
<strong>GL</strong> events was selected in 2001 to manage through a 21-year<br />
concession the Barcelona International Convention Center (CCIB),<br />
ideally situated along the Mediterranean Sea and one of Europe's<br />
largest venues. The site includes two buildings: an exhibition space<br />
of 12,000 m 2 with meetings rooms laid out over 5,000 m 2<br />
and a forum, with a modular stage area, capable of welcoming<br />
3,200 people.<br />
> Universal Forum of Cultures<br />
The inaugural event of the CCIB was destined to provide a forum<br />
for exchange focusing on three major themes of the 21 st -century:<br />
cultural diversity, sustainable development and the conditions<br />
for peace . At this event, <strong>GL</strong> events installed for the four-month<br />
duration of the event a temporary space of 15,000 m 2 : the Heima.<br />
8 > 2004 ANNUAL REPORT <strong>GL</strong> events
AUGUST 2004<br />
> <strong>GL</strong> events successfully wins two competitive bids for the<br />
Athens Olympic Games<br />
<strong>GL</strong> events installed 52,000 grandstand seats on 12 of the Olympic<br />
sites around Athens, representing 60% of total requirements<br />
for the Olympic Games. Furthermore, <strong>GL</strong> events installed<br />
34,000 m 2 of equipped temporary structures on 20 Olympic sites<br />
and produced 12,000 signs.<br />
SEPTEMBER 2004<br />
> Market Place, an event organization and communications<br />
specialist joins <strong>GL</strong> events<br />
Created in 1973, Market Place is a leading French event communications<br />
specialist. It organizes 100 events every year. This acquisition<br />
strengthens the group's existing offering through Europa<br />
Organisation, Package and Esprit Public and will generate new<br />
synergies by making possible to offer services further up in event<br />
organization process.<br />
AUGUST 2004<br />
> <strong>GL</strong> events acquired Temp-A-Store<br />
The Acquisition of the leading UK provider of temporary storage<br />
and warehousing strengthens <strong>GL</strong> events’ position in this market<br />
in the United Kingdom, expanding the service offering of SF<br />
Protection.<br />
SEPTEMBER 2004<br />
> <strong>GL</strong> events lights up the opening ceremony of the Panarab<br />
Games of Alger<br />
For the 10 th Panarab Games, <strong>GL</strong> designed and installed the lighting<br />
and sound solutions for the opening ceremony of 23 September<br />
for 65,000 guests: lighting, sound system, stage facilities, giant<br />
inflatable screen, video, laser and special effects, etc.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 9
PRESENTATION OF THE GROUP<br />
<strong>GL</strong> <strong>EVENTS</strong>’ BUSINESSES, RECENT<br />
DEVELOPMENTS AND OUTLOOKS<br />
BUSINESS OVERVIEW<br />
SERVICE PROVIDERS<br />
END CUSTOMER<br />
VENUES<br />
ORGANIZERS<br />
<strong>GL</strong> events is a global provider of event solutions for<br />
organizers, communications agencies, corporations,<br />
institutions, etc.<br />
In close partnership with clients, the group provides<br />
assistance from project design to completion<br />
Key event industry players include:<br />
> Organizers, exhibitors, communications agencies,<br />
> Service providers,<br />
> Venues (exhibition and convention centers, concert<br />
halls, auditoriums, stadiums, etc.).<br />
The most important is of course the end customer<br />
(corporations, local government and administrations,<br />
associations, etc.). The end customer may in turn select :<br />
> one of the other event industry players while<br />
assuring the coordination,<br />
> any of these players to assure the comprehensive<br />
management of the event.<br />
In this environment <strong>GL</strong> events has reinforced its<br />
historical expertise in event industry services through a<br />
portfolio of venues (convention centers, exhibitions centers,<br />
Zenith concert halls) and event engineering services<br />
to provide organizers global solutions.<br />
Today the group offers an extensive range of venues and<br />
associated services.<br />
10 > 2004 ANNUAL REPORT <strong>GL</strong> events
<strong>GL</strong> <strong>EVENTS</strong> MARKETS :<br />
TRADE SHOWS AND EXHIBITIONS professionals<br />
and the general public represent a solid market in which<br />
<strong>GL</strong> events has historically occupied a very strong<br />
position. This market generates significant volumes and<br />
is an important contributor of recurring revenue<br />
(approximately 85%).<br />
<strong>EVENTS</strong> are temporary and diverse in nature (sporting,<br />
cultural, institutional, political or corporate), in<br />
scale (local, national or international) and the profile of<br />
organizers (corporations, associations, local governments,<br />
etc.). The share of recurrent event business serviced<br />
by the group is estimated at approximately 60%.<br />
CONGRESSES AND CONVENTIONS represent<br />
an expanding market, offering significant synergies with<br />
the group's other activities. In France, more than 3,500<br />
congresses and conventions are organized every year.<br />
<strong>GL</strong> events has also developed expertise as a provider of<br />
permanent and semi-permanent realisations and in the<br />
sale of durable goods.<br />
In all these markets, <strong>GL</strong> events proposes both comprehensive and targeted solutions for specific aspects<br />
of an event:<br />
> EVENT ENGINEERING (MARKETING STUDIES, CONSULTING AND COORDINATION)<br />
> <strong>GL</strong>OBAL SERVICES (GENERAL INSTALLATIONS, IMAGE, STRUCTURES, BLEACHERS, LIGHTING,<br />
SOUND SYSTEMS, STANDS, EQUIPMENT, DATABASE MANAGEMENT, HOSPITALITY SERVICES, ETC.)<br />
> VENUES (CONVENTION AND EXHIBITIONS CENTERS, CONCERT HALLS, ETC.)<br />
> DESIGN AND IMPLEMENTATION OF TEMPORARY AND PERMANENT INSTALLATIONS<br />
> CREATION, LEASING, SALE AND INSTALLATION OF EQUIPMENT<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 11
FINANCIAL HIGHLIGHTS<br />
SALES GROWTH : 2000-2004<br />
NET PROFIT OF FULLY CONSOLIDATED<br />
COMPANIES BEFORE AMORTIZATION OF GOODWILL<br />
Sales (€ millions)<br />
Net profit of fully consolidated<br />
companies ex GW 1.00<br />
Adjusted EPS (€) 0.92<br />
1.03<br />
0.71 0.77<br />
AVERAGE<br />
GROWTH OF 14%<br />
OVER THE LAST<br />
FOUR YEARS<br />
214 235 302 340 355<br />
2000 2001 2002 2003 2004<br />
9.8 9.8 13.2 14.9 16.7<br />
2000 (*) 2001 2002 2003 2004<br />
(*) Net income 2000 excluding Paris Expo capital gain<br />
AVERAGE<br />
GROWTH OF 15%<br />
OVER THE LAST<br />
FOUR YEARS<br />
INTERNATIONAL SALES<br />
GEARING<br />
30 %<br />
23 % 23 %<br />
25 %<br />
20 %<br />
AN EXTENSIVE<br />
WORLDWIDE<br />
PRESENCE TO<br />
ENSURE THE<br />
SUCCESS OF INTER-<br />
NATIONAL <strong>EVENTS</strong><br />
48 55 76 69 106<br />
2000 2001 2002 2003 2004<br />
22 % 57 % 59 % 36 % 37 %<br />
2000 2001 2002 2003 2004<br />
A SOLID BALANCE<br />
SHEET TO<br />
SUPPORT<br />
SUSTAINED<br />
GROWTH<br />
international sales (€ millions)<br />
INTERNATIONAL SALES AS A % OF TOTAL<br />
GEARING (%)<br />
COMPANY MILESTONES<br />
1978>1984<br />
CREATION BY OLIVIER GINON AND THREE PARTNERS<br />
(Gilles Gouedard-Comte, Jacques Danger and Olivier<br />
Roux) of Sarl Polygone Services followed by the progressive<br />
addition of important national contracts notably<br />
for exhibitions centers and trade groups (Infora,<br />
Europack, Première Vision).<br />
1989<br />
Alliance between Groupe Polygone (No. 1 in France for<br />
the installation of exibitions and events) and Cré-Rossi<br />
(the rental of trade show furniture, accessories and surfaces).<br />
The new entity adopts the name of GÉNÉRALE<br />
LOCATION.<br />
1990>1997<br />
OVER EIGHT YEARS OF SUSTAINED GROWTH, <strong>GL</strong><br />
built a network of specialists and strengthened its<br />
STRATEGY OF PROVIDING <strong>GL</strong>OBAL SOLUTIONS<br />
through acquisitions and creations in the following<br />
fields: general installations for exhibitions, equipment<br />
leasing, premium stands, signage, fixtures for<br />
mass retailers and museums, hospitality services. In<br />
addition, the group established a presence in Dubai.<br />
Development of the "event" business: European<br />
summit of Cannes in June 1995 and Summit of Heads<br />
of State of French speaking nations in Benin.<br />
At 31 December 1997, the group had net sales of<br />
€113 million.<br />
12 > 2004 ANNUAL REPORT <strong>GL</strong> events
1998<br />
The group enters the sector of large international events:<br />
World Football Championship, World’s Fair of Lisbon,<br />
Summit of French Speaking Nations, Heads of State<br />
Summit, Roland Garros French Open, Cannes Film Festival.<br />
The group strengthened its expertise in general installations<br />
for exhibitions.<br />
On 25 November 1998, the company was listed on the<br />
Second Marché of the Paris stock exchange.<br />
At 31 December 1998, the group had net sales of €130<br />
million and a net attributable profit of €3.4 million<br />
1999<br />
Significant investments in database access control and<br />
management. Creation of a furniture subsidiary in Hong<br />
Kong.<br />
First Venue management acquisition through a 51% stake<br />
in SECIL in connection with the renewal of the agreement<br />
with the city of Lyon to manage the Lyon Convention Center.<br />
Acquisition on the market of 23.52% of shares in Paris<br />
Expo, traded on the Second Marché of the Paris stock<br />
exchange and manager of the exhibition center located<br />
at Porte de Versailles in Paris.<br />
Following a takeover bid launched by Unibail followed by<br />
a counter bid by <strong>GL</strong>, contribution in early 2000, of shares<br />
acquired at a price of €117 per share generating a capital<br />
gain of €14.3 million net of tax reducing gearing from<br />
93% at 31 December 1999 to 22% in February 2000.<br />
2000<br />
An exceptional year of external growth. International<br />
expansion in Hong Kong in the audiovisual field and Belgium<br />
for general installations and Global services. In<br />
France, the group developed new expertise in temporary<br />
storage solutions and modular equipment for exhibitions.<br />
In addition, the group established operations in Poitiers<br />
for fittings and general installations.<br />
It was also a year of important business successes and<br />
the completion of major projects: Sydney Olympic Games,<br />
Summit for the European Heads of State coinciding with<br />
the French Presidency of the European Union, and a<br />
significant number of YK2 events.<br />
This period had sales of €214 million and net attributable<br />
earnings of €22.3 million (€8.5 million excluding the capital<br />
gain from Paris Expo).<br />
2001<br />
Two acquisitions were completed: in the United Kingdom,<br />
a specialist in the rental and installation of temporary<br />
structures, principally for events and in France, a convention<br />
engineering and organization specialist.<br />
Despite deteriorating economic and geopolitical conditions,<br />
sales grew 10% to €235 million resulting in a net<br />
attributable profit of €9.2 million.<br />
2002<br />
Significant expansion accompanied by the strengthening<br />
of all business lines:<br />
> Venue and event management: acquisition of<br />
Toulouse Expo (holder of the concession of the Toulouse<br />
Exhibition Center), winning of the concession for the<br />
Toulouse Pierre Baudis Convention Center, acquisition<br />
of a specialist in institutional and events communications,<br />
completing its upstream capabilities.<br />
> Fittings and systems: acquisition of a specialist in<br />
upscale fittings for office properties and cruise ships<br />
> Global services: opening of offices in Grenoble and<br />
Toulouse<br />
2003<br />
Venue and event management registered very strong<br />
growth, boosted by the contribution from Europa Organisation<br />
that joined the events organization sector. The<br />
Paris Floral Park and the Grande Halle d’Auvergne (Exhibition<br />
Center and the Zenith concert hall) were added to<br />
the group's portfolio of premium venues.<br />
In July, to generate resources to support its growth in the<br />
event market, the group carried out a capital increase of<br />
€13.4 million. This equity issue was oversubscribed and<br />
raised to €15.4 million.<br />
On 3 November, following the approval on 20 October of<br />
the extraordinary shareholders' meeting, Générale Location<br />
became <strong>GL</strong> events.<br />
2004<br />
The year was marked by further expansion of the Venue<br />
management business with the acquisition in Paris of an<br />
event organization and communication specialist, Market<br />
Place, contributing to synergies and enabling <strong>GL</strong><br />
events to pursue its strategy of positioning the group further<br />
upstream the event industry chain. In August, <strong>GL</strong><br />
events reinforced its leadership in Europe in the leasing<br />
and sale of temporary structures with a new acquisition<br />
in the United Kingdom, Temp-A-Store, further strengthening<br />
its position in this latter market.<br />
On 1 December 2004, the group launched a share buyback<br />
program concerning a maximum of 10% of its share<br />
capital.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 13
OBJECTIVES AND OUTLOOK<br />
<strong>GL</strong> events' goal is to become the leading integrated<br />
international event industry group by 2008. This will be<br />
achieved through the integration of new areas of expertise<br />
to complete our global offering combined with a<br />
streamlined organization covering three major areas of<br />
expertise: Global services, Venue management and<br />
Event management.<br />
Internal growth to support this expansion will be achieved<br />
by growing business volumes, developing Venue<br />
management and technical services in the area of fittings,<br />
long-term equipment leasing and trade show and<br />
event engineering.<br />
Acquisitions will also be pursued based on four criteria:<br />
geographical growth opportunities, complementary<br />
expertise, business lines offering high added value and<br />
the addition of new international venues.<br />
RECENT DEVELOPMENTS<br />
Early 2005 has already been marked by major international<br />
successes in winning privatization bids for exhibition<br />
parks in Padua and Budapest. The Barcelona<br />
International Convention Center is also expected to<br />
register gains in volume in the year in progress. <strong>GL</strong><br />
events also recently announced the acquisition of Cho-<br />
rus, charged with managing the Vannes Exhibition Center<br />
until 2010 under a public service management<br />
agreement (contrat de délégation de service public)<br />
(annual sales of €1.6 million).<br />
For Global services, 2005 will be marked by the development<br />
of Tempastore in the United Kingdom, participation<br />
in the Superbowl final and the Test Events for the<br />
Turin Olympic Games (with the group already a candidate<br />
to provide event services for the 2005-2006 Winter<br />
Games). With the restructuring of the Fittings business<br />
now completed, 2005 sales will no longer be subject to<br />
an unfavourable basis effect.<br />
For Venue and event management, 2005 will be marked<br />
by the full-year consolidation of Market Place, the first<br />
full year of operations for the Barcelona International<br />
Convention Center with forecasted sale of €20 million.<br />
The group also confirms dual objective of adding two<br />
new venues per year and strengthening the event organization<br />
activity through additional acquisitions.<br />
On the basis of these trends, the group anticipates another<br />
year of sustained growth in 2005. Our guidance for<br />
2005 is sales exceeds €400 million accompanied by further<br />
improvements in margins.<br />
14 > 2004 ANNUAL REPORT <strong>GL</strong> events
STOCK PERFORMANCE AND<br />
SHAREHOLDER INFORMATION<br />
source : site internet Euronext Paris<br />
(www.euronext.fr)<br />
Eurolist B > CAC Small 90<br />
ISIN code > FR 0000066672<br />
Bloomberg code > <strong>GL</strong>OFP<br />
REUTERS > <strong>GL</strong>TN.PA<br />
FTSE classification > 581<br />
Since its initial public offering, <strong>GL</strong> events has applied<br />
a communications strategy aimed at strengthening<br />
investor relations.<br />
The company's website www.gl-events.com, provides a<br />
section for shareholder information under the heading<br />
“financial information” , which includes:<br />
EMAIL :<br />
infos.finance@gl-events.com<br />
<strong>GL</strong> events is a member of the Nextprime segment<br />
established in January 2002 by Euronext that imposes<br />
obligations concerning financial transparency (obligation<br />
to publish financial information in addition to that<br />
required by law) and liquidity (continuous trading).<br />
ANALYSIS OF THE SHAREHOLDER<br />
STRUCTURE<br />
> archives of past press releases<br />
> a calendar of financial communications<br />
> a shareholders guide<br />
> annual reports (also able to be downloaded) and<br />
other corporate publications<br />
> group financial highlights<br />
Upon simple request to the financial communications<br />
department, shareholders can obtain documentation<br />
and request copies of press releases that can be sent by<br />
mail, fax or email in real-time.<br />
37,6 %<br />
Public<br />
5,0 %<br />
Bank<br />
of Vizille<br />
57,4 %<br />
Polygone<br />
SA<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 15
DIVIDENDS<br />
Dividends distributed for the last five accounting periods and proposed at the next general meeting are as<br />
follows:<br />
(The following figures are adjusted for the five-for-one stock split of the nominal value of 15 June 2001)<br />
FINANCIAL PERIOD ENDING<br />
Net dividend Tax credit Gross dividend<br />
per share (€) per share (€) per share (€)<br />
31 December 2000 0.28 0.14 0.42<br />
31 December 2001 0.28 0.14 0.42<br />
31 December 2002 0.32 0.16 0.48<br />
31 December 2003 0.37 0.19 0.56<br />
31 December 2004 0.41 - 0.41<br />
THE MARKET FOR <strong>GL</strong> <strong>EVENTS</strong> SHARES<br />
<strong>GL</strong> events is traded the Eurolist –category B of the Paris stock exchange. Since it was listed on 25 November<br />
1998, the stock price has evolved as follows (data restated to take into account the five-for-one stock<br />
split of the nominal decided on 15 June 2001):<br />
Closing price Number of Trading volume in<br />
YEAR in euros shares traded thousands of euros High in euros Low in euros<br />
(annual average) (thousands) (annual total)<br />
1998 5.36 1,177 6,311 5.64 5.03<br />
1999 6.56 1,514 9,929 13.18 4.38<br />
2000 18.52 1,755 32,516 24.80 10.80<br />
2001 19.93 1,486 25,059 27.43 7.30<br />
2002 16.31 1,428 24,164 19.65 10.50<br />
2003 14.99 2,217 34,405 18.00 10.20<br />
Closing price Number of Trading volume in<br />
MONTH in euros shares traded thousands of euros High in euros Low in euros<br />
(monthly average) (thousands) (monthly total)<br />
2003<br />
September 17.04 440 7,531 18.00 15.80<br />
October 17.07 196 3,357 17.50 16.63<br />
November 17.28 225 3,895 17.68 16.75<br />
December 17.31 126 2,182 18.00 16.70<br />
2004<br />
January 19.02 360 6,817 19.68 17.80<br />
February 19.40 164 3,202 19.77 18.75<br />
March 19.24 291 5,614 20.49 18.00<br />
April 19.27 177 3,429 20.09 18.60<br />
May 18.71 94 1,773 19.55 18.01<br />
June 18.94 154 2,968 20.15 18.01<br />
July 19.42 134 2,623 20.45 18.01<br />
August 17.49 114 1,967 18.50 16.00<br />
September 274 274 19.19 16.10<br />
October 18.19 283 5,124 19.14 16.65<br />
November 19.20 154 2,958 19.90 18.10<br />
December 19.51 144 2,813 20.04 18.61<br />
TOTAL 2004 18.83 2,343 43,972 20.49 16.00<br />
2005<br />
January 21.09 344 7,223 21.97 19.37<br />
February 22.11 335 7,458 23.50 21.00<br />
Source : Euronext Paris web site (www.euronext.fr)<br />
16 > 2004 ANNUAL REPORT <strong>GL</strong> events
2005 FINANCIAL COMMUNICATIONS<br />
27/04/2005 Financial press (1)<br />
Place Participants Events<br />
Press release<br />
2005 1 st quarter net sales<br />
20/05/2005 Palais des Congrès de Lyon Annual shareholders meeting<br />
07/07/2005 Financial press (1)<br />
27/07/2005 Financial press (1)<br />
07/09/2005<br />
Press release<br />
2005 half year results<br />
Press release<br />
2 nd quarter 2005 net sales<br />
Paris Palais Brongniart Analysts, fund Financial information meeting : presentation<br />
(10:00 a.m) managers, journalists of 2005 half year results<br />
07/09/2005 Financial press (1)<br />
26/10/2005 Financial press (1)<br />
Press release<br />
2005 half year results<br />
Press release<br />
2005 3 rd quarter net sales<br />
(1) press releases can be consulted starting the prior evening at 6 p.m. at www.gl-events.fr (heading: Financial Information) and are<br />
systematically sent by e-mail to all persons registered on the website or having requested to receive a copy.<br />
QUARTERLY REPORTING<br />
<strong>GL</strong> events sales from event industry activities are<br />
dependent on the scheduling of special events (political,<br />
cultural, economic) or trade shows and exhibitions<br />
which are not necessarily organized on fixed dates every<br />
year.<br />
While from one year to the next, annual figures<br />
accurately reflect the volume of group business,<br />
quarterly figures do no a meaningful and coherent<br />
indication of trends.<br />
In the interest of providing meaningful financial information,<br />
<strong>GL</strong> events in consequence does not publish<br />
interim financial statements for the first and third quarters<br />
of each year as they do not contribute to accurately<br />
presenting business trends. Due to scheduling issues<br />
and invoicing procedures, sales and, in consequence<br />
profit margins, are sometimes concentrated within a few<br />
months with there being no guarantee of the same<br />
trends reoccurring the following year.<br />
PUBLICATION OF PRESS RELEASES<br />
<strong>GL</strong> events press releases are available the day before<br />
their publication in the financial press (after 6:00 p.m.)<br />
at the web site www.gl-events.com (under "financial<br />
information"). They are also systematically sent by<br />
email, fax or mail to all persons who have so requested<br />
(faxes are also sent the evening before while mail is sent<br />
according to regular postal delivery).<br />
ANNUAL REPORTS<br />
Copies of the annual report can be obtained on request.<br />
Electronic copies may be downloaded from our<br />
website. Previous press releases and annual reports<br />
(since the company's IPO) can also be consulted at the<br />
website.<br />
AVAILABILITY OF DOCUMENTS IN FRENCH AND EN<strong>GL</strong>ISH<br />
English translations of financial disclosures are available<br />
at the website www.gl-events.com under "financial<br />
information" or in printed hard copy versions.<br />
FINANCIAL ANALYSTS<br />
CM-CIC Securities, IXIS Securities, Oddo Midcaps,<br />
Fideuram Wargny, Gilbert Dupont, Portzamparc, SG<br />
Securities<br />
INVESTOR RELATIONS DEPARTMENT<br />
ERICK ROSTAGNAT<br />
Chief Financial Officer - Investor relations<br />
<strong>GL</strong> events<br />
Route d’Irigny - 69530 BRIGNAIS<br />
Tel. : +33.(0)4 72 31 54 20 – Fax : +33.(0)4 72 31 54 95<br />
Site internet : www.gl-events.com<br />
(heading : financial information)<br />
e-mail : infos.finance@gl-events.com<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 17
CORPORATE GOVERNANCE<br />
> COMPOSITION AND ORGANIZATION<br />
OF THE BOARD OF DIRECTORS<br />
AND SUPERVISORY BOARD<br />
CHAIRMAN<br />
VICE CHAIRMAN<br />
MANAGING DIRECTOR<br />
MANAGING DIRECTOR<br />
MANAGING DIRECTOR<br />
DIRECTOR<br />
DIRECTOR<br />
DIRECTOR<br />
DIRECTOR<br />
THE BOARD OF DIRECTORS :<br />
> Olivier Ginon<br />
Appointed by the ordinary general meeting of 24 April 1998 and<br />
reappointed by the ordinary general meeting of 25 June 2004 until<br />
the close of the general meeting to be held in 2010, called to approve the<br />
financial statements for the period ending 31 December 2009.<br />
> Olivier Roux<br />
Appointed by the ordinary general meeting of 24 April 1998 and<br />
reappointed by the ordinary general meeting of 25 June 2004 until the<br />
close of the general meeting to be held in 2010, called to approve the<br />
financial statements for the period ending 31 December 2009.<br />
> Gilles Gouedard-Comte<br />
Appointed by the ordinary general meeting of 14 June 1996 and<br />
reappointed by the combined annual meeting of 20 June 2002, until<br />
the close of the general meeting held in 2008, called to approve the<br />
financial statements for the period ending 31 December 2007.<br />
> Damien Bertrand<br />
Appointed by the combined annual meeting of 20 June 2002 until the close<br />
of the combined shareholders' meeting held in 2008, called to approve the<br />
financial statements for the period ending 31 December 2007.<br />
> AQUASOURCA<br />
represented by Sophie Defforey Crepet<br />
Appointed by the combined annual meeting of 20 December 2002 until<br />
the close of the general meeting to be held in 2008 called to approve the<br />
financial statements for the period ending 31 December 2007. Independent<br />
director.<br />
> Philippe Marcel<br />
Appointed by the combined annual meeting of 11 July 2003, until the<br />
close of the general meeting to be held in 2009, called to approve the<br />
financial statements for the period ended 31 December 2008. Independent<br />
director.<br />
> André Perrier<br />
Appointed by the combined annual meeting of 9 June 2000 until the close of<br />
the general meeting to be held in 2006, called to approve the financial statements<br />
for the period ending 31 December 2005. Audit committee president.<br />
> Erick Rostagnat<br />
Appointed by the combined annual meeting of 20 June 2002, until the<br />
close of the general meeting to be held in 2008, called to approve the<br />
financial statements for the period ending 31 December 2007.<br />
AUDITORS<br />
PRINCIPALS<br />
ALTERNATES<br />
> André Fluchaire, Jean-Paul Simoëns<br />
> Michel Maza, Christophe Velut<br />
18 > 2004 ANNUAL REPORT <strong>GL</strong> events
GROUP EXECUTIVE COMMITTEE:<br />
The group executive committee includes the following<br />
officers:<br />
FORM OF MANAGEMENT ADOPTED BY THE<br />
BOARD OF DIRECTORS<br />
The combined general meeting of 20 June 2002 voted to<br />
change the bylaws in accordance with the provisions of<br />
Law 2001-420 of 15 May 2001 that modified rules governing<br />
the general management and chairmanship functions<br />
in joint-stock companies (sociétés anonymes).<br />
Under <strong>GL</strong> events’ bylaws the functions of chairman<br />
(Président) and chief executive officer (directer général)<br />
may be separated while the chairman may or may not be<br />
vested with the powers of chief executive officer.<br />
In accordance with the provisions of decree 2002-803 of 3<br />
May 2002, enacting the law of 15 May 2001, the board of<br />
directors' meeting of 2 December 2002, confirmed<br />
the appointment of Olivier Ginon as chairman-chief<br />
executive officer of the company. Olivier Roux and Gilles<br />
Gouedard Comte were appointed managing directors<br />
(directeurs généraux délégués). At this same board<br />
meeting, Damien Bertrand was also appointed<br />
managing director.<br />
ACTIVITY OF THE BOARD OF DIRECTORS, THE<br />
EXECUTIVE COMMITTEE AND OTHER COM-<br />
MITTEES<br />
BOARD OF DIRECTORS:<br />
Refer to the report of the chairman on the activity of the<br />
board of directors on page 24.<br />
Olivier Ginon<br />
> CHAIRMAN<br />
Olivier Roux<br />
> VICE-CHAIRMAN, MANAGING DIRECTOR<br />
Gilles Gouedard-Comte<br />
> FOUNDING PARTNER<br />
Damien Bertrand<br />
> MANAGING DIRECTOR<br />
Erick Rostagnat<br />
> CHIEF FINANCIAL OFFICER,<br />
INVESTOR RELATIONS<br />
Jean-Eudes Rabut<br />
> EXECUTIVE MANAGER,<br />
VENUE AND EVENT MANAGEMENT<br />
Marc Doncieux<br />
> CONVENTIONS AND <strong>EVENTS</strong> MANAGER<br />
Daniel Chapiro<br />
> EXECUTIVE MANAGER<br />
Catherine Perrin<br />
> HUMAN RESOURCES MANAGER<br />
Bruno Mascart<br />
> INTERNATIONAL OPERATIONS MANAGER<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 19
GROUP EXECUTIVE COMMITTEE<br />
EXECUTIVE COMMITTEE<br />
Members of this committee are listed on page 19.<br />
This committee reviews and makes operational decisions<br />
concerning the organization, finance and human<br />
resources. It reviews potential acquisitions in order to<br />
make recommendations to the board of directors and<br />
implements all group strategies.<br />
This committee met 20 times in 2004.<br />
SYNERGY COMMITTEE<br />
Including management of the key group subsidiaries<br />
(covering all divisions) and business units, this committee<br />
meets once a week to exchange information and<br />
provide coordination for short-term commercial and<br />
operating issues.<br />
DIVISION EXECUTIVE COMMITTEES<br />
Division executive committee meetings are held for<br />
business unit managers to monitor operating and<br />
financial issues for all concerned companies.<br />
AUDIT COMMITTEE<br />
Members of this committee include Olivier Ginon,<br />
André Perrier (Independent Director), Erick Rostagnat,<br />
Gilles Gouedard-Comte, Daniel Chapiro and Jean-<br />
Charles Desrayaud (manager, accounting and tax).<br />
It ensures the effectiveness and consistency of procedures<br />
applied by group companies.<br />
It reviews the application of internal procedures,<br />
extends their areas of application and ensures the<br />
transparency and quality of group financial communication.<br />
In 2004, this committee met four times. The auditors<br />
participated in these meetings.<br />
RISK MANAGEMENT COMMITTEE<br />
This committee includes Olivier Ginon, Erick<br />
Rostagnat, Catherine Perrin, Antoine Stehelin (Chief<br />
Legal Officer), Jean-Charles Desrayaud, Marie-Pierre<br />
Bossard (Risk Manager). It is also assisted by an outside<br />
attorney. The committee meets twice yearly to<br />
evaluate employee-related, tax and customer risks<br />
that could adversely impact the group's financial position.<br />
INVESTMENT COMMITTEE<br />
Comprised of Erick Rostagnat and Daniel Chapiro, this<br />
committee is convened on demand to review and<br />
approve investment requests not included in the initial<br />
budget or exceeding certain defined amounts.<br />
COMPANY STOCK HELD BY DIRECTORS AND<br />
OFFICERS<br />
COMPENSATION AND BENEFITS GRANTED TO<br />
EXECUTIVE OFFICERS IN 2004<br />
As indicated in the Auditors' special report, Groupe<br />
Polygone invoiced <strong>GL</strong> events fees for management<br />
services in 2004 totalling €781,149.<br />
These fees cover gross compensation and benefits<br />
in-kind of €248,431 paid to Olivier Ginon and €220,990<br />
to Olivier Roux in 2004.<br />
Compagnie du Planay, the personal holding company<br />
of Gilles Gouedard Comte invoiced <strong>GL</strong> events management<br />
fees totalling €220,200 in 2004.<br />
Damien Bertrand received gross compensation<br />
including benefits in-kind of €220,540 in 2004.<br />
Erick Rostagnat received gross compensation including<br />
benefits in-kind of €159,264 in 2004.<br />
The meeting of the board of directors of 5 December<br />
2003, decided to allocate among independent directors<br />
attendance fees totalling €15,000 (€5,000 per director),<br />
in accordance with the allocation voted by the annual<br />
shareholders' meeting of 15 June 2001 providing for<br />
maximum attendance fees of €22,866 for 2001 and<br />
the following years, until a decision to the contrary is<br />
adopted. This amount has been allocated in 2004<br />
accordingly: €5,000 per independent director.<br />
20 > 2004 ANNUAL REPORT <strong>GL</strong> events
STOCK OPTIONS GRANTED TO AND EXERCISED BY OFFICERS<br />
Only <strong>GL</strong> events granted stock options in 2004.<br />
STOCK OPTIONS GRANTED AND<br />
EXERCISED DURI NG THE PERIOD<br />
Number of options<br />
Granted<br />
Exercised<br />
Erick ROSTAGNAT 5,000 - €16.57 03/09/2006 (1) N° 8-04-1<br />
Damien BERTRAND 8,000 - €16.57 03/09/2006 (1) N° 8-04-1<br />
Damien BERTRAND (*) 7,500 €5.14 15/01/2004 (2) N° 1-99-1<br />
Damien BERTRAND (**) 7,500 €11.69 28/02/2005 (2) N° 3-00-1<br />
Damien BERTRAND 10,000 €7.39 15/01/2004 (2) N° 2-99-2<br />
Olivier GINON (*) 30,000 €5.14 15/01/2004 (2) N° 1-99-1<br />
Olivier GINON (**) 25,000 €11.69 28/02/2005 (2) N° 3-00-1<br />
Gilles GOUEDARD COMTE (*) 15,000 €5.14 15/01/2004 (2) N° 1-99-1<br />
Gilles GOUEDARD COMTE (**) 15,000 €11.69 28/02/2005 (2) N° 3-00-1<br />
Olivier ROUX (*) 20,000 €5.14 15/01/2004 (2) N° 1-99-1<br />
Olivier ROUX (**) 25,000 €11.69 28/02/2005 (2) N° 3-00-1<br />
Price<br />
Maturity<br />
date<br />
(1) Starting date for the exercise of options<br />
(2) End of the lock-up period<br />
((*) Options exercised during 2003, decided by the Board of Directors’ meeting of 5 March 2004<br />
(**) Options exercised during 2004, decided by the Board of Directors’ meetings of 5 March 2004 and 11 March 2005<br />
Plan<br />
NATURE AND SCOPE OF RELATED-PARTY AGREEMENTS CONCLUDED BETWEEN <strong>GL</strong> <strong>EVENTS</strong>, OFFICERS AND SHARE-<br />
HOLDERS HOLDING MORE THAN 10% OF THE VOTING RIGHTS<br />
Directors as persons exercising management functions in the group receive benefits and services to fulfil their<br />
duties (company cars and reimbursement of travel expenses).<br />
> La Banque de Vizille, other than for its normal banking activities, did not invoice any fees or services.<br />
> Société Lyonnaise de banque, a shareholder of Banque de Vizille, provides services in connection with its ordinary<br />
banking activities.<br />
> Polygone invoiced a fee of €781,149 corresponding to 0.22% of consolidated sales between 1 January and 31<br />
December 2004, according to the terms of the management agreement between the two companies.<br />
Agreements have been concluded between <strong>GL</strong> events and group subsidiaries for the provision of management services<br />
and information technology assistance. The terms and amounts invoiced under these agreements with companies<br />
having common management are described in the auditors' special report.<br />
LOANS AND GUARANTEES GRANTED IN FAVOUR OF DIRECTORS AND OFFICERS<br />
None<br />
EMPLOYEE PROFIT SHARING AND STOCK-BASED COMPENSATION<br />
EMPLOYEE PROFIT-SHARING PLANS<br />
None<br />
OPTIONS GRANTED TO AND EXERCISED BY THE TEN <strong>GL</strong> <strong>EVENTS</strong> EMPLOYEES WHO ARE NOT OFFICERS<br />
Only <strong>GL</strong> events granted options in 2004.<br />
OPTIONS GRANTED OR EXERCISED<br />
IN THE PERIOD<br />
Number of options<br />
Granteds<br />
Exercised<br />
Average<br />
weighted<br />
price<br />
Maturity data<br />
Options granted in the period 27,700 €16.57 03/09/2006 N° 8-04-1<br />
10,000 €7.39 15/01/2004 N° 2-99-2<br />
Options exercised in the period 23,000 €11.69 28/02/2005 N° 3-00-1<br />
4,300 €8.45 22/10/2005 N° 5-01-1<br />
Plan<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 21
APPOINTMENTS HELD BY <strong>GL</strong> <strong>EVENTS</strong> MANAGEMENT AS OFFICERS AND DIRECTORS IN OTHER COMPANIES<br />
Olivier Ginon and Olivier Roux assure the management of <strong>GL</strong> events within the framework of Polygone, <strong>GL</strong> events’<br />
holding company, Gilles Gouedard Comte within the framework of COMPAGNIE DU PLANAY, his personal holding<br />
company.<br />
Appointments by management in other companies are as follows :<br />
OLIVIER GINON exercises the following functions :<br />
> In holding companies of <strong>GL</strong> events or in majority interests held by a <strong>GL</strong> events holding company :<br />
Chairman (Polygone SA)<br />
> In companies consolidated by <strong>GL</strong> events : Chairman (<strong>GL</strong> Middle East, <strong>GL</strong> events CCIB, <strong>GL</strong> events<br />
Belgium, <strong>GL</strong> Furniture Asia, <strong>GL</strong> events USA), Supervisory Board member (Toulouse Expo), Director,<br />
(<strong>GL</strong> Mobilier, <strong>GL</strong> Hong Kong, <strong>GL</strong> Canada, Owen Brown, Team Legend, BS Vision), Director P.R. of <strong>GL</strong><br />
(Auvergne Evénements, Europa Organisation, <strong>GL</strong> Espace et Décor, <strong>GL</strong> Lumière et Son, Hall Expo),<br />
> In companies not in the <strong>GL</strong> events group : Director (<strong>GL</strong> eventi SRL, Lyonnaise de Banque)<br />
GILLES GOUEDARD COMTE exercises the following functions :<br />
> In companies consolidated by <strong>GL</strong> events : Manager (CDV Organisation), Vice-Chairman (<strong>GL</strong> events USA),<br />
Director (Fabric Expo, <strong>GL</strong> Mobilier, Vachon), Supervisory Board member (Toulouse Expo) Director P.R. of<br />
<strong>GL</strong> (Décorama, Expo Service Cote d’Azur, Meublexpo, Secil),<br />
> In companies not in the <strong>GL</strong> events group : Chairman (Prisme 3), Manager (La Compagnie du Planay,<br />
Colfic, La Compagnie des Prioux) Director (Ceris).<br />
OLIVIER ROUX exercises the following functions :<br />
> In holding companies of <strong>GL</strong> events or in majority interests held by a <strong>GL</strong> events holding company :<br />
Managing Director and Director (Polygone SA),<br />
> In companies consolidated by <strong>GL</strong> events : Manager (SEPE Ste d’Exploitation de Parcs d’Exposition),<br />
Chairman (Market Place), Director (BS Vision, Décorama, Europa Organisation, Fabric Expo, <strong>GL</strong> Espace<br />
et Décor, <strong>GL</strong> Lumière et Son, <strong>GL</strong> Hong Kong, ISF, Package Organisation, Hall Expo, <strong>GL</strong> Data Systems,<br />
Ranno Entreprise, Secil), Supervisory Board member (Toulouse Expo), Director P.R. of <strong>GL</strong> (<strong>GL</strong> Image),<br />
Director P.R. of <strong>GL</strong> Espace the Décor (Standard Décoration), Director R.P of <strong>GL</strong> Mobilier (Vachon), Director<br />
R.P of BS Vision (BSI), Director P.R. of <strong>GL</strong> Espace et Décor (Etablissement Regam).<br />
> In companies not in the <strong>GL</strong> events group : Director (Prisme 3)<br />
DAMIEN BERTRAND exercises the following functions :<br />
> In companies consolidated by <strong>GL</strong> events : Chairman-CEO (<strong>GL</strong> Espace et Décor), Director (Etablissement<br />
Regam, BSI), Director (BS Vision, <strong>GL</strong> Data Systems, <strong>GL</strong> Lumière et Son, <strong>GL</strong> Mobilier, Hall Expo,<br />
SF, Ranno Entreprise, Standard Décoration, <strong>GL</strong> events Belgium, Vachon), Director R.P of <strong>GL</strong> Espace et<br />
Décor (Auvergne Evénements),<br />
> In companies not in the <strong>GL</strong> events group : Director (Idées en Tête), Director R.P of BS Vision (BSE),<br />
Director R.P of <strong>GL</strong> events (Evexpo).<br />
22 > 2004 ANNUAL REPORT <strong>GL</strong> events
SOPHIE DEFFOREY CREPET, PR OF AQUASOURCA exercises the following functions :<br />
> In companies not in the <strong>GL</strong> events group : Chairman of the Board of Directors (Aquasourça), Director<br />
(Emin Leydier, Floreane, Intelnet Telecom).<br />
PHILIPPE MARCEL exercises the following functions :<br />
> In companies not in the <strong>GL</strong> events group : Chairman (ADECCO TT, AHF e BUSINESS, ECCO SAS,<br />
SIPEMI, PBM PARTICIPATIONS), Director (ADECIA, EM LYON, APRIL GROUP), Director R.P of Adecco TT<br />
(AJILON France, ex Adecco Consulting), Director R.P of Adecco TT (ALEXANDRE TIC), R.P of Adecco TT<br />
Manager (PIXID).<br />
ANDRÉ PERRIER exercises the following functions :<br />
> In companies not in the <strong>GL</strong> events group : Director (SA Infoconcert contrôlée par Espace groupe,<br />
Banque Patrimoine et Immobilier), Compliance Officer (Rhône-Alpes Création), (Espace Group).<br />
ERICK ROSTAGNAT exercises the following functions :<br />
> In holding companies of <strong>GL</strong> events or in majority interests held by a <strong>GL</strong> events holding company :<br />
Director (Polygone SA),<br />
> In companies consolidated by <strong>GL</strong> events : Chairman-CEO (Standard Décoration), Director (<strong>GL</strong> Espana,<br />
<strong>GL</strong> Image, <strong>GL</strong> Canada, <strong>GL</strong> UK, Owen Brown, Package Organisation, Team Legend), Supervisory Board<br />
member (Toulouse Expo), Director (Auvergne événement), Director P.R. of Package (Norexpo), Director<br />
P.R. of <strong>GL</strong> (<strong>GL</strong> events Greece, SF Protection, établissement Regam).<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 23
REPORT OF THE CHAIRMAN<br />
> ON THE ACTIVITY OF THE BOARD OF DIRECTORS<br />
AND PROCEDURES OF INTERNAL CONTROL<br />
In compliance with the provisions of article L225-37<br />
paragraph 6 of the French commercial code, I hereby<br />
report you on the activity of the board of directors and<br />
the procedures of internal control established by the<br />
company.<br />
WORK OF THE BOARD OF DIRECTORS<br />
<strong>GL</strong> events is managed by a board of directors comprised<br />
of eight members. Three of these directors are<br />
independent as defined by the Vienot and Bouton<br />
reports because they do not exercise management<br />
functions in the company or in the group to which it<br />
belongs and have no significant relations with the company,<br />
its group or management that could affect their<br />
freedom of judgment.<br />
The chairman of the board of directors is vested with the<br />
broadest powers to act under all circumstances in the<br />
name of the company, subject to the authorities granted<br />
by law to shareholders' meetings as well as the<br />
powers that it specifically accords to the board of directors<br />
within the scope of the corporate charter.<br />
On 5 December 2003, the board adopted internal rules<br />
in compliance with recommendations destined to<br />
improve the governance of publicly traded companies.<br />
These internal rules may be consulted at the web site<br />
of <strong>GL</strong> events (www.gl-events.com).<br />
In 2004 the board of directors met six times with an<br />
attendance rate of 100%.<br />
Other than the issues and decisions subject to this body,<br />
the board discussed all major issues in 2004: group<br />
acquisitions, marketing, markets and strategy, financial<br />
policy, organisation and internal control.<br />
PROCEDURES OF INTERNAL CONTROL<br />
ADOPTED BY THE COMPANY<br />
THE INTERNAL CONTROL ENVIRONMENT<br />
OF THE GROUP<br />
Internal control is defined by <strong>GL</strong> events and its subsidiaries<br />
as a set of procedures adopted by management<br />
for the following purposes:<br />
> Safeguarding corporate assets,<br />
> Effective deployment and optimisation of assets,<br />
> Prevention of risks of errors and fraud,<br />
> Assuring the reliability of financial information,<br />
> Compliance with laws, regulations and internal procedures.<br />
Within the <strong>GL</strong> events group, the system of internal<br />
control is based on:<br />
> Procedural manuals, departmental memorandums<br />
transmitted to concerned parties and integrated in<br />
training seminars destined for different personnel<br />
categories. They set forth the principles and controls to<br />
which each department or business unit must adhere<br />
as well as the areas where the holding company<br />
support services are necessary.<br />
> The recruitment of personnel adapted to the<br />
missions accompanied by ongoing training covering<br />
technical issues and group areas of expertise and its<br />
development.<br />
> Shared corporate values that are reiterated at<br />
information meetings. <strong>GL</strong> events promotes the decentralization<br />
of responsibilities and the delegation<br />
of authority. To ensure the cohesion of teams and<br />
a common corporate culture, the group relies on core<br />
24 > 2004 ANNUAL REPORT <strong>GL</strong> events
human values that provide the foundation of the<br />
organization. These include respect for customers,<br />
providing quality services based on ethical business<br />
practices, loyalty, team spirit, respect of deadlines and<br />
professional standards.<br />
Areas covered include notably rules to be followed<br />
concerning:<br />
> commercial and customer credit management<br />
> management of means of payments, bank relationships<br />
and cash flow,<br />
> administration of payroll and human resources<br />
management,<br />
> management of sourcing and investments,<br />
> management and safeguarding of corporate assets,<br />
> insurance and risk management policies,<br />
> principles of control in the area of financial reporting<br />
and consolidation.<br />
At the present time, these manuals and directives do<br />
not cover all requirements and notably documenting<br />
controls and the systematic evaluation of processes.<br />
Strengthening the internal control procedures is an<br />
ongoing group priority. To this purpose it continues to<br />
implement measures to document procedures and progressively<br />
implement comprehensive internal control<br />
guidelines.<br />
PARTIES INVOLVED IN INTERNAL CONTROL,<br />
OPERATING OF FUNCTIONAL PROCEDURES<br />
THE BOARD OF DIRECTORS, THE GROUP EXECUTIVE<br />
COMMITTEE, THE AUDIT COMMITTEE, RISK COMMIT-<br />
TEE, INVESTMENT COMMITTEE<br />
The role of these committees is presented on page 18<br />
to 20 of the annual report.<br />
FINANCE AND MANAGEMENT CONTROL<br />
With 15 management controllers for France and two<br />
international management controllers and auditors who<br />
every year perform assignments in different countries,<br />
the mission of management control is to assess compliance<br />
with group internal rules and procedures for all<br />
group sites and processes, identify incidents of noncompliance<br />
with laws and regulations, ensure that<br />
group assets are safeguarded, evaluate the effectiveness<br />
of operations and ensure that operating risks are<br />
effectively anticipated and managed.<br />
Audit reports are provided to the entities reviewed, their<br />
line management, members of the executive committee<br />
concerned and the group chairman. Corrective<br />
measures are implemented by the appropriate line<br />
management to remedy internal control weaknesses<br />
and make the necessary improvements. Action plans<br />
are developed and monitored by management control.<br />
In addition, group general management attaches considerable<br />
importance to the annual budget planning process<br />
that offers a means to translate strategic orientations<br />
into operational action plans.<br />
To this purpose, group management control issues guidelines<br />
and instructions for teams involved in preparing<br />
the budget.<br />
It coordinates planning and budget control procedures<br />
through a manual defining management rules to be<br />
applied by all group entities, procedures for producing<br />
budgets, forecasting and management reporting.<br />
Management reporting is organized around a management<br />
consolidation tool for results and indicators to<br />
monitor physical and financial items such as trade<br />
receivables, investments and cash flows.<br />
In addition, the monitoring of business constitutes a key<br />
element of group steering and control procedures.<br />
Reviews are organized at the level of operating entities<br />
by management control and for the more significant<br />
entities with group management.<br />
Management control prepares and distributes operating<br />
reports and analyses of variances and important trends<br />
based on information provided by the different entities<br />
in their monthly reports.<br />
LEGAL AND TAX AFFAIRS<br />
The legal and tax affairs department which is charged<br />
with safeguarding the legal interests of the group and<br />
senior executives intervenes in three principal areas<br />
which contribute to internal control:<br />
> Drawing up and updating model contracts and procedures<br />
for operations of a recurrent nature;<br />
> Proposing to general management, in coordination<br />
with Human Resources, procedures concerning the<br />
delegation of authority and the implementation and<br />
monitoring of these rules;<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 25
Selecting outside legal counsel, monitoring their services,<br />
performances and their fees in coordination with<br />
management control.<br />
INFORMATION SYSTEMS STEERING COMMITTEE<br />
Group general management created an information<br />
systems steering committee. It includes representatives<br />
of users including members of Finance, Human<br />
resources management information systems. This<br />
committee establishes and maintains a general information<br />
systems plan which meets the needs of the<br />
group organization and general development policy.<br />
Within this framework, it decides notably on the nature<br />
of information systems projects, sets priorities for the<br />
allocation of resources and the information systems<br />
security policy.<br />
INTERNAL AUDIT<br />
In 2004, <strong>GL</strong> events formed a team of five internal auditors<br />
with expertise in the group's different businesses.<br />
They were selected from a group of subsidiary administrative<br />
and financial management. In addition, the audit<br />
procedures developed to assure that their missions are<br />
performed as effectively as possible were presented to<br />
the board of directors.<br />
In addition to their internal audit function, they participate<br />
in the implementation of new procedures and propose<br />
improvements to existing systems and procedures<br />
they consider necessary.<br />
These internal auditors perform their missions in companies<br />
where they are not engaged in day-to-day management,<br />
discuss their report with the managers concerned<br />
and then present it to group senior management.<br />
In 2004, six companies representing the three group<br />
businesses lines were audited. This program will be<br />
expended in 2005 and the following years to cover on a<br />
regular and rotating basis all subsidiaries representing<br />
significant potential risks and business volume.<br />
STATUTORY AUDITORS<br />
The statutory auditors contribute to group internal<br />
control by providing an independent and objective perspective<br />
when they review semi-annual and annual<br />
financial statements and internal control procedures.<br />
THE PREPARATION OF ACCOUNTING AND<br />
FINANCIAL INFORMATION<br />
Internal control procedures concerning accounting and<br />
financial information are destined to ensure the quality<br />
of financial information produced by consolidated subsidiaries,<br />
the fair presentation of financial information<br />
reported by the group and prevent the risk of errors,<br />
inaccuracies or omissions in group financial statements.<br />
We have previously described the role of group management<br />
control in overseeing monthly management<br />
consolidated financial information.<br />
Budgetary control indicates variances to targets within<br />
the framework of monthly consolidation according to<br />
terms of reference suitable for the oversight of operations,<br />
in a rigorous manner and on a timely basis. It<br />
identifies eventual inconsistencies in relation to budgeted<br />
financial information.<br />
At the same time, the consolidation department carries<br />
out monthly consolidations of group results by combining<br />
the financial statements of subsidiaries and a complete<br />
quarterly consolidation.<br />
Quarterly consolidation makes it possible to produce a<br />
consolidated income statement by nature whose principal<br />
aggregates are compared with those produced by<br />
the management consolidation mentioned above.<br />
Every consolidated subsidiary produces a consolidation<br />
package adhering to group standards based on the<br />
accounting manual and group memorandums which<br />
define rules for accounting recognition and measurements.<br />
This manual and the memorandums describe the<br />
underlying principles to be applied when preparing<br />
financial statements such as the going concern concept,<br />
time period concept, quality of financial information<br />
(comprehensibility, relevance, reliability and comparability).<br />
This manual and the memorandums describe group<br />
principles concerning the recognition, measurement<br />
and presentation of the main accounting components of<br />
the financial statements. These include notably rules<br />
for the measurement of provisions for impairment of<br />
trade receivables, the depreciation or amortization of<br />
leased assets and inventories, other commitments and<br />
contingencies, rules for the translation of the financial<br />
statements of foreign subsidiaries and the principles for<br />
recording and reporting inter-company transactions.<br />
The consolidation department issues instructions before<br />
each consolidation, indicating the timetable and<br />
changes in applicable standards, rules and principles.<br />
In addition, an annual seminar of accounting management<br />
reviews the difficulties experienced in the prior<br />
year and the solutions adopted.<br />
When the consolidation packages are received, the<br />
consolidation department carries out different types of<br />
controls. These include the verification of subsidiary<br />
consolidation packages, reconciliation of changes in<br />
restated shareholders' equity, changes in the consolidation<br />
scope and consolidation accounting such as the<br />
26 > 2004 ANNUAL REPORT <strong>GL</strong> events
elimination of intercompany transactions, the calculation<br />
of deferred tax, control of the tax calculations, the<br />
proper integration of consolidation packages by verifying<br />
the sum totals of the financial statements, procedures<br />
retained for measuring and recording significant transactions<br />
of an exceptional nature.<br />
For the communication of group financial statements, a<br />
verification committee is responsible for reviewing the<br />
published documents.<br />
Group finance has formed a working group to deal with<br />
IFRS standards (International Financial Reporting Standards).<br />
This working group has carried out a complete<br />
review of the impact of these new standards. After presenting<br />
its main conclusions to the executive committee<br />
and the statutory auditors, this working group,<br />
pending clarification concerning certain details, will<br />
finalize its review in progress in the first half of 2005.<br />
STATUTORY AUDITORS' REPORT PREPARED IN ACCORDANCE WITH THE FINAL PARAGRAPH OF<br />
ARTICLE L.225-235 OF THE FRENCH COMMERCIAL CODE, ON THE REPORT OF THE CHAIRMAN OF<br />
THE BOARD OF DIRECTORS OF <strong>GL</strong> <strong>EVENTS</strong>, CONCERNING INTERNAL CONTROL PROCEDURES<br />
FOR THE PREPARATION AND PROCESSING OF FINANCIAL AND ACCOUNTING INFORMATION.<br />
To the shareholders,<br />
As the statutory auditors of <strong>GL</strong> events and in accordance with the final paragraph of article L.225-235 of the French commercial<br />
code, we hereby report you on the report prepared by the Chairman of your company in accordance with article L.225-<br />
37 (or L.225-68) of said code for the year ended 31 December 2004.<br />
Under the responsibility of the Board of Directors, it is for the Company’s management to determine and implement appropriate<br />
and effective internal control procedures. The Chairman is required to report on the conditions governing the preparation<br />
and organization of the work of the Board of Directors and the internal control procedures implemented within the<br />
Company.<br />
Our responsibility is to provide you with our observations on the information and disclosures contained in the Chairman’s<br />
report concerning the internal control procedures relating to the preparation and processing of accounting and financial information.<br />
We performed our procedures in accordance with professional guidelines applicable in France. These require us to perform<br />
procedures to assess the fairness of the information set out in the Chairman’s report on the internal control procedures relating<br />
to the preparation and processing of financial and accounting information. These procedures include acquiring an understanding<br />
of:<br />
- the objectives and general organization of the internal control system, as well as of the internal control procedures<br />
applicable to the preparation and processing of financial and accounting information, as set out in the Chairman's report;<br />
- the procedures providing the basis for the information presented in the report.<br />
Based on these procedures, we have no matters to report in respect of the information provided concerning the Company’s<br />
internal control procedures relating to the preparation and processing of financial and accounting information, as presented<br />
in the report of the Chairman of the Board of Directors, prepared in accordance with the provisions of the final paragraph of<br />
Article L. 225-37(or article L.225-68) of the French Commercial Code.<br />
Villeurbanne and Lyon, 31 March 2005<br />
THE STATUTORY AUDITORS<br />
ANDRÉ FLUCHAIRE<br />
JEAN-PAUL SIMOENS<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 27
<strong>GL</strong>OBAL SERVICES<br />
In 2004, group businesses were grouped under two major strategic business units to better<br />
reflect <strong>GL</strong> events' coverage of event industry needs: Global services and Venue and event<br />
management.<br />
To permit comparison with 2003, figures concerning Global services remained nevertheless<br />
presented as follows: Global services for trade shows, events and exhibitions and Global services<br />
for permanent and semi-permanent realisations.<br />
> 1,779 employees<br />
> 77 % of total sales<br />
<strong>GL</strong>OBAL<br />
SERVICES<br />
21%<br />
for permanent<br />
and semipermanent<br />
realisations<br />
56%<br />
for trade shows,<br />
exibitions and<br />
events<br />
ACTIVITIES, MARKETS AND CUSTOMERS<br />
<strong>GL</strong>OBAL SERVICES FOR TRADE SHOWS,<br />
EXHIBITIONS AND <strong>EVENTS</strong><br />
Global services for trade shows, exhibitions and events<br />
are <strong>GL</strong>'s historical core business and cover services for<br />
temporary and semi-permanent realisations.<br />
These include temporary installations and services:<br />
database management and hospitality services, general<br />
installations, space design, signage, stands, tents<br />
and structures, furniture, grandstands and bleachers,<br />
audiovisual and information technology equipment,<br />
sound systems and interpretation, stage lighting, electricity,<br />
heating and air-conditioning, floral decorations.<br />
These services are supported by significant expertise in<br />
design, engineering, logistics and project delivery management.<br />
Expertise in logistics and a significant inventory<br />
of rental equipment provide an additional competitive<br />
advantage.<br />
> Trade shows and exhibitions in 2004 accounted for<br />
two thirds of services provided. The group has a significant<br />
market share among trade show organizers and<br />
high growth potential among exhibitors.<br />
This business provides recurring revenue through multiyear<br />
contracts (3-6 years) with major organizers such<br />
as Première Vision, Reed Exhibition, as well as many<br />
contracts subject to tacit renewals that the group has<br />
honoured for several years.<br />
The rate of recurrent business in this market is approximately<br />
85%.<br />
The market of conventions and exhibitions which has<br />
registered sustained growth of between 2% and 5% per<br />
year is estimated in France at ¤2 billion.<br />
The exposure of the trade show and exhibition market<br />
to economic trends is limited as exhibitors maintain global<br />
budgets for “below-the-line advertising” for events.<br />
In addition, risks are further limited by <strong>GL</strong> events’ participation<br />
in a large number of events.<br />
> Events in 2004 accounted for approximately one third<br />
of group sales of this division services. This segment is<br />
characterized by the importance and increasing number<br />
of sporting, economic, scientific, political or business<br />
events (conventions, product launches, hospitality<br />
villages, etc.).<br />
<strong>GL</strong> events is a major partner of national and regional<br />
events and every year its contribution to large international<br />
events increases in response to the quality of its<br />
services and successful track record. In 2004, the group<br />
participated in a significant number of major events<br />
including the Athens Olympic Games, the Panarab<br />
Games of Algiers, the Barcelona Forum of Cultures,<br />
Cannes Film Festival, etc.<br />
These events call on the full range of the group's technical<br />
expertise and in particular, temporary fittings and<br />
the installation of removable structures and grandstands.<br />
The trend of sustained expansion of this segment<br />
assures <strong>GL</strong> events a profitable growth market.<br />
International operations provide a source a stable<br />
source of revenue sustained by major sporting,<br />
political or economic events.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 29
<strong>GL</strong>OBAL SERVICES FOR PERMANENT AND SEMI-<br />
PERMANENT REALISATIONS<br />
Group companies included under this activity are<br />
specialized in designing, installing and manufacturing<br />
a range of durable products and services in contrast to<br />
temporary services for trade shows, exhibitions and<br />
events.<br />
> For permanent and semi-permanent realisations,<br />
expertise in the design and manufacture of aluminium<br />
sections and structures destined for storage offer other<br />
group businesses opportunities to adapt standard<br />
equipment to customer specifications.<br />
> The markets covered by permanent and semi-permanent<br />
realisations include points of sale, show rooms,<br />
reception halls, museums, cultural venues, cruise<br />
ships.<br />
The quality of services offered enables the group to<br />
serve as an assembler for specific events requiring the<br />
creation of temporary installations of a quality<br />
comparable to that offered by permanent realisations<br />
(Summit of Heads of State, etc.)<br />
EXPERTISE<br />
Through a dual strategy of vertical and horizontal integration,<br />
<strong>GL</strong> currently proposes a unique range of expertise.<br />
And as a partner and adviser to organizers of events,<br />
the group occupies a distinctive place in a market that<br />
remains fragmented.<br />
<strong>GL</strong>OBAL SERVICES FOR TRADE SHOWS, EXHIBITIONS<br />
AND <strong>EVENTS</strong><br />
> Event information management services: before the<br />
event, this makes it possible to optimize communications<br />
and manage the process of registering participants.<br />
During the actual event, it contributes to efficiencies in<br />
handling the arrival of participants and managing access<br />
control. Finally, after the event, it provides tools to analyse<br />
the profile of visitors and maintain subsequent<br />
contacts.<br />
> Hospitality services: to assist, guide and inform visitors<br />
or participants of conventions, <strong>GL</strong> events provides<br />
bilingual or trilingual hosts able to both participate in the<br />
launch and promotional operations, welcome arrivals at<br />
company locations, enter event data, etc.<br />
> General installations: complementary expertise of a<br />
range of different businesses. <strong>GL</strong> events’ mission is to<br />
optimize available space by integrating functional (space,<br />
media requirements), technical (management of traffic,<br />
security, etc.) and aesthetic dimensions (image, communications).<br />
> Space design: creativity, functionality, originality, prestige<br />
and aesthetics are all critical factors for a successful<br />
creation and optimal design of hospitality areas, rest<br />
areas, general services, business areas, general meetings,<br />
media centers, forums, restaurants, VIP areas, etc.<br />
> Signage: to inform, guide, invite guests and visitors<br />
throughout their itinerary. It contributes to enhancing the<br />
image of events through their aesthetic qualities an ability<br />
to transform sites.<br />
> Stands: the design and installation of modular stands<br />
to be rented by organizers to exhibitors or traditional and<br />
prestige stands manufactured using all types of materials<br />
designed to customer specifications.<br />
“ Trade shows and exhibitions<br />
in 2004 accounted two thirds<br />
of services provided and high<br />
growth potential among<br />
exhibitors”<br />
30 > 2004 ANNUAL REPORT <strong>GL</strong> events
<strong>GL</strong>OBAL SERVICES EXECUTIVE COMITEE (from left to right) : Patrick BAZANAN (Décorama), Olivier DESCAZEAUX (<strong>GL</strong> Mobilier), Olivier HOHN (Sodem<br />
System et ISF Exposition), Paul MARCADE (<strong>GL</strong> Espace & Decor Lyon and branches), Xavier MOULLIN (<strong>GL</strong> Image, <strong>GL</strong> Lumière et Son, la Boîte à Sons),<br />
Damien BERTRAND (Managing Director, <strong>GL</strong> events), Christian CHAUMONT (<strong>GL</strong> Data Systems), Audrey CHAUMONTET (Marketing), Xavier BECKER<br />
(Hall Expo), Bruno MASCART (International), Luc LECLERC (<strong>GL</strong> Espace & Decor Paris), Michel RANNO (Ranno SA).<br />
> Tents and structures: The group proposes tents and<br />
structures for lease and installation. Destined both for<br />
events and to expand the capacity of conventions and<br />
trade shows, the offer includes design and engineering<br />
services and is supported by a large inventory of equipment<br />
to meet the needs of the largest international<br />
events.<br />
> Furniture: This activity that contributes to creating the<br />
atmosphere and image of an event, includes the rental of<br />
furniture, displays and accessories. The group has an<br />
inventory of 300,000 products, representing more than<br />
1000 references.<br />
> Grandstands and bleachers: Grandstands and bleachers<br />
are provided to welcome visitors and spectators.<br />
They may be set up in temporary or permanent structures<br />
as well as open-air venues. The installation of bleachers,<br />
developed by engineering departments to customer<br />
specifications and the installation site topography are<br />
systematically verified by an independent outside firm<br />
before being delivered. Grandstands designed for prestige<br />
events are capable of fitting all types of seating and<br />
chairs.<br />
> Audiovisual and information technology equipment:<br />
This equipment plays a critical role in the success of an<br />
event and covers the design of visual media, installation<br />
and fabrication of television film sets, installing and configuring<br />
computer equipment, the rental of video-projection<br />
equipment, image walls, plasma displays, etc.<br />
> Systems and interpretation services: The provision<br />
and installation of rented sound system equipment as<br />
well as simultaneous translation systems. These services<br />
are provided for concerts, musical comedies, operas<br />
and theatre performances, trade shows, conventions or<br />
seminars. Simultaneous translation is critical to the success<br />
of international conventions. The offer in this area is<br />
supported by an extensive range of equipment using the<br />
most up-to-date digital and analogue technologies.<br />
> Lighting: Power systems and traditional or decorative<br />
lighting and including the design, modelling and installation.<br />
Decorative lighting, historically associated with<br />
entertainment venues, has become a critical component<br />
for the lighting of many events.<br />
> Heating and air conditioning: For permanent buildings<br />
or temporary structures, the range of equipment deployed<br />
covers a broad array of uses, including convectors and<br />
unit heaters for small and medium-sized volumes and<br />
fuel-power generators for large capacity requirements<br />
and external use.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 31
<strong>GL</strong>OBAL SERVICES FOR PERMANENT AND SEMI-PER-<br />
MANENT REALISATIONS<br />
> Structures: Number one in France and United Kingdom<br />
in temporary structures for (for sale or long-term<br />
lease) for industrial applications, the group has developed<br />
a range of aluminium-based products covered by a<br />
snow and wind resistant PVC membrane (Standard NV<br />
65) identical to traditional buildings. Thanks to their<br />
design, these buildings which do not require a foundation<br />
can be rapidly installed on prepared grounds and<br />
through their modular nature respond to the diverse<br />
requirements of industry and mass retailers in respect<br />
to storage, workshop extensions or sales areas.<br />
> Aluminium sections: As a designer and process<br />
development engineer for aluminium sections and<br />
accessories, <strong>GL</strong> events is a partner of fitters, manufacturers<br />
of furniture and stands and wood workers. The<br />
product line is supplemented by a line of decorative<br />
sheets either drawn or pierced perfectly adapted to all<br />
interior and outside structures.<br />
The group offers the largest range of section and accessories<br />
on the market, all fully compatible with each<br />
other. This permits an infinite number of variations<br />
without compromising creativity.<br />
> Interior fittings: For company headquarters, showrooms,<br />
department stores, museums, reception halls,<br />
etc. the group proposes optimal solutions in terms of<br />
quality, whether for long-term or temporary use.<br />
> Floral decoration and landscaping: These services<br />
contribute to creating the general atmosphere of the<br />
event and creating a quality environment within event<br />
venues and public sites (local administrations etc.).<br />
“TEMP-A-STORE, CREATOR OF<br />
TEMPORARY STRUCTURES”<br />
Created in 1972, Temp-A-Store (Tempastor®)<br />
is today the leading specialist in the UK for<br />
temporary storage and warehousing solutions.<br />
Joining <strong>GL</strong> events in August 2004, its goal is to<br />
pursue its expansion into United Kingdom and<br />
exploit synergies within the group with Owen<br />
Brown and SF Protection.<br />
What is Temp-A-Store specialty ?<br />
Temp-A-Store provides temporary storage and<br />
warehousing solutions for industrial groups,<br />
retail sales outlets, stores, exhibitions,<br />
museums, train or airport terminals, movie<br />
studios, leisure facilities, etc.<br />
The company's many prestigious customers<br />
include Ikea, Guinness, Peugeot, Marks &<br />
Spencer, Tesco, ASDA and Sainsbury<br />
(supermarkets), etc.<br />
Structures are available through long-term<br />
leases or sale with a total inventory of<br />
approximately 70,000 m 2 .<br />
The rationale behind joining <strong>GL</strong> events ?<br />
This new addition will pool expertise in sales,<br />
marketing and logistics, marketing that<br />
already exists within the group (and notably<br />
at Owen Brown for the UK market) to further<br />
expand our business, while maintaining the<br />
family dimension of the company.<br />
In terms of group synergies, Temp-A-Store,<br />
which does not manufacture the structures<br />
that it sells, can now be supplied by SF<br />
Protection and work with them and Owen<br />
Brown to develop products best adapted<br />
to the UK market.<br />
32 > 2004 ANNUAL REPORT <strong>GL</strong> events
KEY MEMBERS OF THE MANAGEMENT TEAM OF FITTINGS, SYSTEMS AND SERVICES TO COMPANIES (from left to right) : Patrick BAZANAN (Décorama), François BRUNET-LECOMTE<br />
(Polygone Vert), Vincent DELANNOY (SF Protection), Miceal HARDING (Temp-A-Store), Olivier HOHN (ISF et Sodem System), Patrice SCHMITT (BS Vision).<br />
“<strong>GL</strong> events is a major<br />
parter of national and<br />
regional events which<br />
accounted in 2004 one<br />
third of group sales”<br />
COMPETITIVE ENVIRONMENT<br />
<strong>GL</strong>OBAL SERVICES FOR TRADE SHOWS, EXHIBITIONS<br />
AND <strong>EVENTS</strong><br />
In France, even though the offer is structured and professionalized<br />
(particularly for the general installation of<br />
exhibitions and equipment rental) competition in the different<br />
areas of expertise remains fragmented.<br />
In the field of services for trade shows, exhibitions and<br />
events, the principal competitors in France include<br />
Créatifs, Jaulin, Dispose, La Compagnie, Brelet, France<br />
Location, Utram, Doublet, etc.<br />
The main competitors in other markets include Evenser<br />
(United Kingdom), Roeder, Uniplan, Losberger (Germany),<br />
De Boer (Holland and United Kingdom), Nussli<br />
(Switzerland), Freeman, GES (USA), Pico (Asia), etc.<br />
<strong>GL</strong>OBAL SERVICES FOR PERMANENT AND<br />
SEMI-PERMANENT REALISATIONS<br />
Key competitors in France include Réponse, Locabri,<br />
Legoupil, Sofadi. Competitors in other countries are:<br />
IVM, Bolici (Italy), Hypocampos (Greece), Rubb (United<br />
Kingdom), Octanorm (Germany), Syma v (Switzerland)<br />
and Foga (Sweden).<br />
INTERNAL ORGANIZATION<br />
All subsidiaries are organized as independently managed<br />
profit centers. As such, they are responsible for<br />
their own development and supported by dedicated<br />
sales teams.<br />
Each company is supported by its own salesforce that<br />
conducts actions in coordination with the transversal<br />
sales teams of the group and the international network.<br />
Through this decentralized organization it is possible to<br />
respect the culture and identity of each of <strong>GL</strong> events'<br />
businesses and areas of expertise and benefit from<br />
greater operational efficiencies through its local coverage.<br />
Its project-based management approach constitutes a<br />
key success factor. This involves the coordination of the<br />
successive phases of a project with the upstream intervention<br />
of architects and designers. The design phase<br />
is assured by the engineering department and the realization<br />
phase by internal teams and recourse to subcontractors<br />
on location.<br />
The engineering and design process is supported by an<br />
engineering department using constantly updated<br />
CAPM, CAD capabilities. The interdisciplinary in-house<br />
engineering departments deploys expertise in the different<br />
businesses to provide customers with global solutions.<br />
For structures and aluminium sections, the engineering<br />
departments provide research and development<br />
for existing product lines and the launch of new products.<br />
In these profit centers specialized principally in shortterm<br />
rental and equipment installation, companies<br />
maintain significant inventories of equipment and supported<br />
in consequence by important logistical platforms.<br />
Operational teams manage forecasted supply chain<br />
needs and prepare all necessary equipment. They also<br />
assure the shipment to sites in France and in other<br />
countries.<br />
Internal or outsourced assembly teams overseen by<br />
group personnel assure the installation of equipment on<br />
location. These operations frequently call upon several<br />
fields of expertise requiring the participation of different<br />
subsidiaries for a single event and involving rigorous<br />
planning requirements and strict adherence to timetables<br />
so that all phases of the operation progress on<br />
schedule until full delivery to the customer.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 33
Damien Bertrand, group Managing Director, coordinates<br />
the division executive committee for the companies<br />
providing Global services for trade shows, exhibitions<br />
and events. Members of this committee include Patrick<br />
Bazanan (Decorama), Olivier Descazeaux (<strong>GL</strong> Mobilier),<br />
Olivier Hohn (ISF Exposition), Paul Marcade (<strong>GL</strong> Espace<br />
& Décor Lyon and regions), Xavier Moullin (<strong>GL</strong> Lumière<br />
et Son, <strong>GL</strong> Image, La Boite à Sons), Christian Chaumont<br />
(<strong>GL</strong> Data Systems), Audrey Chaumontet (Marketing ),<br />
Xavier Becker (Hall Expo), Bruno Mascart (International),<br />
Luc Leclerc (<strong>GL</strong> Espace & Décor Paris) and Michel<br />
Ranno (Ranno).<br />
For services for permanent and semi-permanent realisations,<br />
subsidiary managers include Patrick Bazanan<br />
(Décorama), François Brunet-Lecomte (Polygone vert),<br />
Vincent Delannoy (SF Protection), Miceal Harding<br />
(Temp-A-Store), Olivier Hohn (Sodem System) and Patrice<br />
Schmitt (BS Vision).<br />
For international operations, the group is represented<br />
by Ariane Deguelle (Belgium), Phil Scott (United Arab<br />
Emirates), Ricky Wong and Matthew Yeung (China), Paul<br />
Jorge (Portugal), Bill Preston and Andrew Dorrington<br />
(United Kingdom), François-Régis Picolet (United States<br />
and Canada), Avelina de Miguel (Spain), Anne Guillet<br />
(Switzerland) and Georges Christodoulopoulos (Greece).<br />
PROPERTY, PLANT AND EQUIPMENT<br />
FOR PERMANENT AND SEMI-PERMANENT<br />
REALISATIONS<br />
> Saint-Nazaire:BS Vision ( 9.000 m 2 )<br />
> Nantes: ISF ( 27,000 m 2 )<br />
> Amiens: SF Protection (40,000 m 2 )<br />
> Dreux: Sodem System ( 12,000 m 2 )<br />
> Lyon: Polygone Vert ( 25,000 m 2 )<br />
> Ivry: Décorama (4,600 m 2 )<br />
> Derby: Temp-A-Store (11,250 m 2 )<br />
In addition, Owen Brown owns property and building at<br />
Castle Donnington and Peterborough (respectively<br />
29,000 m 2 and 5,700 m 2 ).<br />
The Nantes, Saint Nazaire, Dreux and Ivry sites are<br />
building lease, the Amiens site is held partially through<br />
a lease with a purchase option and partially through an<br />
operating lease.<br />
<strong>GL</strong> events also has a fleet of transport vehicles and<br />
hoisting equipment to assure timely delivery. In addition,<br />
depending on seasonal volume and the distance of certain<br />
projects, it also has recourse to independent<br />
transporters.<br />
Industrial resources include supply chain platforms for<br />
the storage, management and maintenance of rental<br />
equipment and an integrated engineering department.<br />
In France, the group operates from different sites, most<br />
of which are leased. The main sites include:<br />
FOR TRADE SHOWS, EXHIBITIONS AND <strong>EVENTS</strong><br />
> Lyon: registered office and principal commercial<br />
companies, 89,000 m 2<br />
> Châtillon: 21,000 m 2 (near Porte de Versailles )<br />
> Chilly-Mazarin, 32,000 m 2<br />
> Mitry-Mory: 37,000 m 2 (near Villepinte )<br />
34 > 2004 ANNUAL REPORT <strong>GL</strong> events
INTERNATIONAL MANAGERS ARE (from left to right) : Ariane DEGUELLE (Belgium), François-Régis PICOLET (United-States & Canada), Ricky<br />
WONG & Matthew YEUNG (China), Phil SCOTT (United Arab Emirates), Avelina DE MIGUEL (Spain), Georges CHRISTODOULOPOULOS (Greece),<br />
Paul JORGE (Portugal), Bill PRESTON & Andrew DORRINGTON (United-Kingdom) et Anne GUILLET (Switzerland).<br />
PARTNERSHIPS WITH SUPPLIERS<br />
AND SUBCONTRACTORS<br />
The group has in-house all expertise necessary to service<br />
its customers. However, in response to seasonal<br />
fluctuations in activity, the demands of group expansion,<br />
geographical distance of certain events and increasingly<br />
customized solutions, <strong>GL</strong> has developed partnerships<br />
with a number of suppliers and subcontractors.<br />
Strategic partners for structures and aluminium sections<br />
include manufacturers of extruded aluminium<br />
sections and tarpaulin treated with flame resistant PVC.<br />
The dies used for the extrusion of sections are owned<br />
by the group and entrusted to specialists to meet sourcing<br />
requirements within the framework of contracts<br />
covering varying periods.<br />
Transport is largely subcontracted by group businesses.<br />
Requiring rapid delivery delays and significant human<br />
resources, assembly and installation on-site, services<br />
for permanent and semi-permanent realisations are<br />
also subcontracted.<br />
To ensure the quality of services provided by partners,<br />
the group has developed specific subcontracting agreements.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 35
La Nuit blanche du Bocuse d’Or<br />
Design and organization by Sepelcom<br />
Lyon Convention Center
VENUE AND EVENT MANAGEMENT<br />
> 351 employees<br />
> 23% of total sales in 2004<br />
The venues are generally marketed via an organizer client<br />
acting as an intermediary vis-à-vis the end-client. The<br />
venue manager may also be the organizer.<br />
23%<br />
of total sales<br />
in 2004<br />
VENUE AND EVENT<br />
MANAGEMENT<br />
ACTIVITIES, MARKETS, CUSTOMERS<br />
VENUE MANAGEMENT<br />
A strategic growth vector of the group, this business<br />
consists of managing, generally through concessions,<br />
venues for events, conventions, trade shows and exhibitions.<br />
The group's presence in these two markets - upstream<br />
and downstream - offers several advantages both for local<br />
governments, traditionally owners of the sites, and organizers.<br />
It allows local administrations to outsource to specialists<br />
the management of their convention or exhibitions<br />
centers destined to host a variety of events (conventions,<br />
seminars, exhibitions, etc.). Cities in this way enhance<br />
their image while generating positive economic returns<br />
notably in terms of hotel and tourism business.<br />
Venue and event management provides <strong>GL</strong> with good visibility<br />
in respect to business volume. Future revenue<br />
streams are assured through public service delegation<br />
agreements (contrats de délégation de service public) for<br />
periods ranging between six and twenty years. For organizers,<br />
<strong>GL</strong> events serves as a single provider proposing<br />
both the venues and Global services.<br />
Through its extensive geographical coverage, excellent<br />
knowledge on the field and solid reputation with major<br />
event organizers, <strong>GL</strong> events' marketing and management<br />
methods offer local governments positive returns for their<br />
cities and regions. This gives <strong>GL</strong> events significant competitive<br />
advantages to drive the growth of this business.<br />
EVENT MANAGEMENT<br />
Through its subsidiaries, Package, Esprit Public, Europa<br />
Organisation, and the event communications specialist,<br />
Market Place that joined the group in 2004, <strong>GL</strong> events<br />
offers a one-stop shop solution covering needs from<br />
design to organization of events, trade shows and conventions<br />
in France and international venues.<br />
Event management covers organizing studies, consulting,<br />
the creation and development of projects specifications,<br />
managing the registration, technical coordination, in sum,<br />
all the phases necessary to organize and hold a trade<br />
show, business convention or events for corporations or<br />
the general public.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 37
MARKET<br />
Event communications and "below the line" communications<br />
has pursued sustained annual growth of<br />
approximately 4.5%. Event communications has become<br />
a key tool used by companies to for example boost<br />
performances of their salesforce, increase customer<br />
loyalty and motivate personnel.<br />
The convention market, estimated to represent €380<br />
million per year in France (source CSA , ICCA, UAI) has<br />
also registered sustained growth. The increasing number<br />
of European conventions in recent years and the<br />
continuation of this trend will fuel growth of this segment<br />
over the long-term.<br />
The market of regional trade fairs has remained stable<br />
while the number of such events destined for the general<br />
public is increasing.<br />
EXPERTISE<br />
> Commercialisation of venues under management:<br />
Since 1997, the group has developed expertise in the<br />
management, maintenance and promotion of venues for<br />
which it has been selected as the operating company<br />
(convention centers, exhibitions centers, zenith concert<br />
halls)<br />
> Event engineering: This activity covers the organization<br />
of conferences, business conventions and events.<br />
This includes the management of the event concept and<br />
communications supporting the event, coordinating all<br />
the logistical issues and the organization of transportation<br />
and accommodations for participants. Group companies<br />
also have a solid experience in producing professional<br />
events (regional trade shows, conventions,<br />
etc.). Its position as an organizer of events provides the<br />
group with long-term visibility concerning the development<br />
of these events which fuels organic growth.<br />
> Communications consulting: For enterprises, local<br />
government and institutions, providing assistance in<br />
defining and implementing communication strategies.<br />
It is supported by senior consultants with solid knowhow<br />
and expertise in all aspects of above and belowthe-line<br />
communications. An in-house creation studio<br />
ensures close collaboration between consultants, the<br />
creative staff and those responsible for the graphic or<br />
multimedia production phases.<br />
COMPETITIVE ENVIRONMENT<br />
Given the size and skills required for this activity, the<br />
Venue management market is highly fragmented in<br />
France and outside the Paris region there are few<br />
players in this sector.<br />
In France, in addition to local governments, public or<br />
semi-public establishments, the major players include<br />
Unibail and the Paris Chamber of Commerce. In other<br />
countries, key players in this business include RAI (Holland),<br />
SMG (USA), NEC and Exel (United Kingdom) and<br />
Fiera Milano (Italy).<br />
For the management of events and conventions, key<br />
players include communications agencies and a limited<br />
number of specialized companies such as Colloquium,<br />
Kenes International, Congrex, MCI, etc.<br />
“Venue and event<br />
management is a strategic<br />
growth sector of<br />
the group”<br />
INTERNAL ORGANIZATION<br />
Venue and event management includes the management<br />
companies for the convention and exhibition centers<br />
operated by the group: Secil, Toulouse Expo, SEPE<br />
(Floral Park of Paris), SECPB (Pierre Baudis Convention<br />
Center of Toulouse) as well as specialists in the organization<br />
of conventions, regional trade shows and events:<br />
Europa Organisation and Package and the communications<br />
agencies, Esprit Public and Market Place.<br />
Overseen by a general manager, Jean-Eudes Rabut, the<br />
Event and Venue management activity is organized as a<br />
network. A transversal organization by businesses and<br />
functions assures that all venues are supported by the<br />
full range of expertise of the division, contributing to a<br />
team spirit, improved operating performances by the<br />
different venues and the optimisation of costs. This<br />
network also contributes to the achievement of commercial<br />
and management synergies among the different<br />
sites.<br />
38 > 2004 ANNUAL REPORT <strong>GL</strong> events
Jesus ALVAREZ GALLEGO (International Convention Center of Barcelona), Patrice VASSAL (Grande Halle d’Auvergne), Valérie FETAUD (Château<br />
de Saint Priest), Laurence BUSSIÈRE (Saint-Étienne Convention Center), Maissa NAKACHE (Toulouse Exhibition Center), Antoine PERRAGIN (Lyon<br />
Convention Center), Jean-Eudes RABUT (Executive Manager, Venue and event management), François LAFONT (Toulouse Convention Center),<br />
Patricio COGORDAN (Polydome), Colette HALARD (Paris Floral Park), Edouard LEPERLIER (Grande Halle d’Auvergne –Zenith Concert Hall).<br />
The members of the team managing the group's portfolio<br />
of venues include Colette Halard (Paris Floral<br />
Park), Maissa Nakache (Toulouse Exhibition Center),<br />
François Lafont (Toulouse Convention Center), Jesus<br />
Alvarez Gallego (International Convention Center of<br />
Barcelona), Antoine Perragin (Lyon Convention Center),<br />
Patricio Cogordan (Polydome), Patrice Vassal (Grande<br />
Halle d’Auvergne), Edouard Leperlier (Grande Halle<br />
d’Auvergne –Zenith Concert Hall), Valérie Fétaud<br />
(Château de Saint Priest), Laurence Bussière (Saint-<br />
Étienne Convention Center).<br />
For Event management, managers of the principal subsidiaries<br />
include Marc Doncieux (Europa Organisation),<br />
Jacques Danger (Package), Henri de Rohan Chabot<br />
(Esprit Public), Joseph Caunan and Emmanuel David<br />
(Market Place).<br />
PROPERTY, PLANT AND EQUIPMENT<br />
Key operating resources include facilities for hosting<br />
events generally managed and operated through<br />
concession agreements with public owners.<br />
At the end of December 2004, <strong>GL</strong> events’ portfolio of<br />
venues included 11 directly managed sites and one site<br />
managed through a partnership:<br />
“<strong>GL</strong> events offers a one-stop<br />
shop solution coverring needs<br />
from design to organization of<br />
events, hade shows and<br />
conventions in France and<br />
international venues”<br />
MANAGERS OF EVENT MANAGEMENT (from left to right) : Marc DONCIEUX (Conventions and Events manager), Jacques<br />
DANGER (Package - founding partner), Henri DE ROHAN CHABOT (Esprit Public), Emmanuel DAVID ET Joseph<br />
CAUNAN (Market Place).<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 39
SITE<br />
Type of sites<br />
Year of<br />
contract<br />
Surface<br />
Paris - Parc Floral Exhibition Center 2003 22,000 m 2<br />
Toulouse - Parc des Expositions Exhibition Center 2002 90,000 m 2<br />
Toulouse -<br />
Centre de Congrès Pierre Baudis<br />
Barcelone -<br />
Centre de Conventions International<br />
Convention Center 2002 16,000 m 2<br />
Exhibition Center and<br />
Convention Center<br />
2001 80,000 m 2<br />
Lyon - Palais des Congrès Convention Center 2001 15,000 m 2<br />
Clermont-Ferrand - Centre<br />
d’Exposition et de congrès Polydome<br />
Cournon d’Auvergne -<br />
Grande Halle d’Auvergne<br />
Cournon d’Auvergne -<br />
Grande Halle d’Auvergne<br />
Convention Center 2000 14,000 m 2<br />
Exhibition Center 2003 19,000 m 2<br />
Zénith Concert Hall 2003 1,300 to 8,500 places<br />
Lyon - Château de Saint-Priest Public Reception Venue 2004 700 m 2<br />
Saint-Étienne - Espace Fauriel Convention Center 1997 6,500 m 2<br />
Londres - Battersea Park<br />
Public Reception Venue and 8,300 m 2<br />
Exhibition Center<br />
Le Castellet - Circuit Paul Ricard Public Reception Venue 2003 1,800 m 2<br />
40 > 2004 ANNUAL REPORT <strong>GL</strong> events
REGULATION<br />
In France, <strong>GL</strong> events deploys equipment and complex<br />
installations subject to strict regulations for each type<br />
of the group's activity. These regulations demand that<br />
only officially authorized material be used and that<br />
installations comply with existing standards.<br />
Furthermore, when installations are completed and<br />
delivered to organizers of events, exhibitions and trade<br />
shows, they must comply with regulations governing<br />
installations destined to receive the public. Such regulation<br />
requires that prior authorization by the safety<br />
authorities of the city or region concerned be obtained.<br />
This commission verifies that standards are respected<br />
for the site and the temporary installations and equipment.<br />
In France, fairs and trade shows are subject to the provisions<br />
of the ordinance of 11 September 1945, the decree<br />
of 10 October 1969 as amended on 21 April 2000 and<br />
the decision of the Ministry of the Economy, Finance and<br />
Industry of 10 January 2001.<br />
These regulations define procedures for organizers of<br />
events for obtaining an authorization from regional<br />
authorities (the ‘Prefet’). The Minister of Commerce<br />
assisted by the committee of fairs and trade shows is<br />
responsible for issuing authorizations for requests<br />
concerning commercial events based on their national<br />
and international economic interest.<br />
Outside France, <strong>GL</strong> has recourse to independent firms<br />
to ensure its equipment complies with local standards<br />
and regulations.<br />
In addition, as manufacturers of products, especially of<br />
aluminium sections and structures, regulatory standards<br />
are integrated in the design phase by the engineering<br />
department and the conformity of product lines<br />
verified by independent outside firms.<br />
To accompany the international expansion and development<br />
of these activities, certifications have been obtained<br />
or are pending for key European countries.<br />
As manager of facilities destined to receive the public<br />
(within the framework of public service management<br />
agreements), the group is responsible for ensuring that<br />
organizers comply with regulations governing establishments<br />
receiving the public and appoints independent<br />
outside experts to verify the conformity of installations<br />
and fittings deployed in connection with hosted<br />
events.<br />
As the organizer of events, the group must itself comply<br />
with this regulation that requires prior authorization<br />
from the appropriate regional or local safety authorities.<br />
These authorities verify that standards are respected for<br />
the site, temporary installations and equipment.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 41
INVESTMENT POLICY<br />
A comparison for the last two financial periods of capital<br />
spending in relation to sales and cash flows is provided<br />
below:<br />
THOUSANDS OF EUROS 2004 2003<br />
NET INVESTMENTS (1) 27,230 15,951<br />
Sales 355,474 339,761<br />
Net investments / sales 7.7 % 4.7 %<br />
Cash flow 38,843 32,686<br />
Net investments / cash flow 70.1 % 48.8 %<br />
(1) Source: consolidated cash flow statement (total of<br />
the following items: acquisition of intangible and tangible<br />
assets and rental equipment, and disposals of tangible<br />
and intangible assets)<br />
In 2004, Global services accounted for 50% of CAPEX<br />
(Short-term rental assets or replacement of equipment),<br />
Venue and event management 43% (investments in <strong>GL</strong><br />
events CCIB, maintenance of fittings and installations<br />
for venues under management) and Permanent and<br />
semi-permanent realisations 7% (operating equipments<br />
and asset for long-term rental).<br />
These investments are either self-financed or backed<br />
by medium-term reimbursable loans with average<br />
maturities of 5 to 6 years. These loans are subscribed<br />
either directly by the subsidiaries or by <strong>GL</strong> events which<br />
verifies each year that the level of equity of each subsidiary<br />
remains in line with their development needs.<br />
42 > 2004 ANNUAL REPORT <strong>GL</strong> events
SUPPORT SERVICES AND<br />
COMMERCIAL ORGANIZATION<br />
350 MEMBERS OF <strong>GL</strong> <strong>EVENTS</strong>’ TECHNICAL TEAM IN FRONT OF THE BARCELONA INTERNATIONAL CONVENTION CENTER (CCIB)<br />
<strong>GL</strong> events’ services generally include the supply of<br />
equipment, services and project management<br />
engineering. The mix of these different activities varies<br />
according to the customer profile and the solutions<br />
required.<br />
Accordingly, in addition to simple equipment rental and<br />
services, <strong>GL</strong> events has developed an organization<br />
covering several areas of expertise to service the local<br />
needs of its customers, meet technical requirements<br />
and optimize commercial development and<br />
management.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 43
<strong>GL</strong> <strong>EVENTS</strong>’ ROLE AS THE GROUP HOLDING<br />
COMPANY<br />
The company <strong>GL</strong> events is the group’s management and<br />
control holding company. It defines the group's overall<br />
business and growth strategies.<br />
To do so, the holding company provides all subsidiaries<br />
with technical assistance and general management<br />
expertise. These services are remunerated by annual<br />
management fees based on each subsidiary’s sales. For<br />
2004, management fees totalled €7,962,000.<br />
<strong>GL</strong> events is also responsible for implementing the<br />
group's external growth strategy and evaluating acquisition<br />
opportunities and overseeing the integration of<br />
new companies.<br />
It directly participates in negotiating major contracts and<br />
assures corporate services: finance, cash management,<br />
accounting, legal affairs, management control, purchasing,<br />
information technology, human resources, communications<br />
and marketing. It also coordinates the centralized<br />
cash pool through an agreement covering all<br />
group companies.<br />
It also directly oversees the major accounts and<br />
international business units.<br />
For the last three years, the holding company<br />
personnel has evolved as follows:<br />
2001 2002 2003 2004<br />
Management 25 28 30 30<br />
Employees 11 12 14 14<br />
AVERAGE NUMBER<br />
OF PERSONNEL<br />
36 40 44 44<br />
The low percentage of holding company personnel<br />
(approximately 2% in relation to the group total at 2004<br />
year-end) reflects the decentralized management strategy<br />
where each legal entity of the group benefits from<br />
its own important resources, expertise and operating<br />
autonomy.<br />
SIMPLIFIED ORGANIZATION CHART<br />
In addition to corporate services and business units, <strong>GL</strong><br />
events’ expertise and businesses are deployed within different<br />
legal entities divided into two major business lines.<br />
<strong>GL</strong> <strong>EVENTS</strong><br />
SUPPORT SERVICES<br />
TRANSVERSAL COMMERCIAL SERVICES: MAJOR ACCOUNTS AND INTERNATIONAL BUSINESS UNITS<br />
INTERNATIONAL BRANCH NETWORK<br />
<strong>GL</strong>OBAL SERVICES<br />
VENUE AND EVENT<br />
Trade Shows, exhibitions Permanent and MANAGEMENT<br />
events<br />
semi-permanent realisations<br />
<strong>GL</strong> Espace & Décor Décorama Lyon<br />
<strong>GL</strong> Image SF Protection Saint-Étienne<br />
<strong>GL</strong> Lumière et Son Sodem System Clermont-Ferrand (3 sites)<br />
<strong>GL</strong> Mobilier BS Vision Saint-Priest<br />
<strong>GL</strong> Data Systems ISF Exposition Toulouse (2 sites)<br />
La Boîte à Sons<br />
Paris<br />
Profil Polygone vert Barcelone<br />
Ranno<br />
Londres<br />
Vachon Antiquités<br />
Le Castellet (espace partenaire)<br />
Hall Expo<br />
Esprit Public<br />
Package<br />
Europa Organisation<br />
Market Place<br />
44 > 2004 ANNUAL REPORT <strong>GL</strong> events
COMMERCIAL ORGANIZATION<br />
The sales organization (nearly 22% of group personnel)<br />
deploys resources at several levels to promote global<br />
solutions while optimising the performance of the sales<br />
teams of each company.<br />
THE SALESFORCE<br />
> Every company has a specific sales team capable of<br />
covering all issues relating to its specialty. Account<br />
managers of these teams intervene in the early stages,<br />
defining the needs of customers and prospects and, in<br />
collaboration with internal staff (engineering department,<br />
production) monitoring the conception of the<br />
offer, its promotion and realization up to final delivery to<br />
the customer.<br />
> Commercial teams of the companies also actively<br />
participate in promoting global solutions on behalf of<br />
the group. They receive regular training on products and<br />
services proposed by other group companies through<br />
seminars. The shared knowledge of commercial teams<br />
contributes to the group-wide ability to leverage <strong>GL</strong><br />
events’ broad range of expertise.<br />
> Subsidiaries in France with a network of 50 regional<br />
offices provide local service and promote the products<br />
and services of the group's different businesses. The<br />
international subsidiaries (Europe, Asia and North America)<br />
provide access to local markets and a means for<br />
monitoring competitive and commercial developments<br />
in the market of major international events and opportunities<br />
for potential acquisitions.<br />
TRANSVERSAL EXPERTISE AND SERVICES<br />
> Managed by Bruno Mascart, international business<br />
unit is responsible for developing markets where the<br />
group is not directly represented by a sales subsidiary.<br />
Business managers are directly responsible for specific<br />
regions: Northern Europe, the Mediterranean basin,<br />
Eastern Europe.<br />
Its own expertise in project management, international<br />
logistics and technical know-how enables it to support<br />
group companies in the servicing of large projects.<br />
This department also coordinates the development of<br />
the group's international subsidiaries.<br />
> The major accounts business unit focuses on the<br />
transversal nature of the offer, completing the above<br />
schema at the national level. In particular, it services<br />
large French or international companies present in<br />
France, large administrations and organization committees<br />
of major sporting events. It promotes the comprehensive<br />
solutions proposed by the group primarily<br />
for Global events and Venue management and supports<br />
the commercial phases.<br />
THE MARKETING DEPARTMENT<br />
> The marketing team, partially decentralized across<br />
the group, supports sales both by developing and proposing<br />
specific responses for individual companies and<br />
by promoting the global solutions offered by <strong>GL</strong> events.<br />
It provides support in the launch of new products or services,<br />
monitors upstream competitive developments and<br />
analyses of market data and develops commercial<br />
material and sales presentations. It also participates in<br />
developing packaged solutions after identifying customer<br />
needs, drawing upon the specialized expertise of<br />
the different companies.<br />
The marketing department also participates in developing<br />
and implementing calls for tender involving transversal<br />
contributions of group teams in the market of<br />
large events or Venue management.<br />
All marketing tools are available online through the<br />
Company's intranet which assures a broad distribution<br />
to all sales teams of available commercial material.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 45
SUSTAINABLE DEVELOPMENT<br />
HUMAN RESOURCES POLICY<br />
Human resources management is conditioned by three<br />
factors:<br />
PERSONNEL BY FUNCTION :<br />
350<br />
SITE STAFF<br />
> The significant number of businesses, markets and<br />
regions in which <strong>GL</strong> events operates<br />
SALES<br />
461<br />
370<br />
PRODUCTION<br />
> A strong service culture which has led to the adoption<br />
of a profit-center organization characterized by its<br />
human scale, favouring the professional fulfilment of all<br />
employees and the development of close ties with customers.<br />
SUPPORT<br />
SERVICES<br />
ENGINEERING<br />
320<br />
136<br />
493<br />
TECHNICIANS<br />
> The significant number of employees deployed on a<br />
daily basis working at the different convention, exhibition<br />
and event sites.<br />
For these reasons independence and a sense of responsibility<br />
are two key values in the management of human<br />
resources and constitute the primary motor behind the<br />
group's growth.<br />
PERSONNEL<br />
At 2004 year-end, the group workforce (excluding hostesses,<br />
seasonal and temporary workers in the performance<br />
arts which represent on average 128 full-time<br />
employees), totalled 2,130 employees.<br />
These employees, <strong>GL</strong>'s principal strengths, exercise<br />
their expertise in a range of fields and include , designers,<br />
drafters, logistics professionals, upholsterers,<br />
decorators, assemblers, electricians, audiovisual specialists,<br />
etc. This traditional expertise is complemented<br />
by information technology and multimedia specialists<br />
and event organization professionals.<br />
AGE PERIOD AND SENIORITY<br />
2004 year-end the average age of personnel was 39 and<br />
average seniority was nine years.<br />
These figures reflect both the youth and energy of our<br />
teams and the experience and expertise of our staff.<br />
RECRUITMENT, EMPLOYEE TURNOVER<br />
AND ABSENTEEISM<br />
Acquisitions contributed 92 additional employees at<br />
year-end. In 2004, 276 employees were recruited.<br />
These arrivals were offset by employees leaving the<br />
group. Employee turnover calculated as the ratio of<br />
departures to the total workforce was 16%. The rate of<br />
absenteeism from occupational injuries, illness and<br />
unjustified absences was 6%.<br />
.<br />
This chain of expertises and teamwork are driven by a<br />
shared corporate culture encouraging responsibility,<br />
creativity and devotion to service.<br />
46 > 2004 ANNUAL REPORT <strong>GL</strong> events
EMPLOYEE RELATIONS, WORKS' COUNSEL, PUBLIC<br />
AFFAIRS<br />
Given the diverse range of business specialties and<br />
expertise and the significant diversity of areas dealt with,<br />
all <strong>GL</strong> events functions apply a project management<br />
approach. Multidisciplinary teams are formed not only<br />
for commercial projects but also for transversal issues<br />
such as the optimisation of management tools and the<br />
rationalization of internal procedures.<br />
<strong>GL</strong> events' development is distinguished by its ability to<br />
integrate new activities, teams and talent. The group<br />
accords significant importance to respecting the corporate<br />
culture of companies joining its organization while<br />
reconciling the goal of achieving synergies with the specific<br />
characteristics of these different businesses.<br />
In line with its organizational approach, group personnel<br />
benefit from representation in each of its structures.<br />
In the entities where trade union have representatives,<br />
meetings have been organized notably within the framework<br />
of mandatory annual negotiations.<br />
INTERNAL COMMUNICATIONS<br />
Communications in favour of employees, shareholders,<br />
staff of recently added companies constitute an important<br />
priority for <strong>GL</strong> events.<br />
An intranet offers all employees information about the<br />
group events and activities: a photographic library, presentation<br />
of the group, business lines and expertise,<br />
references as well as tools for analysis and reporting. It<br />
also permits the consultation of <strong>GL</strong> events' stock price<br />
and access to the group's websites.<br />
Every quarter an internal letter is mailed to group<br />
employees in French or in English providing information<br />
on major events and strategic priorities set by management.<br />
The main group sites are equipped with videoconferencing<br />
facilities, further enhancing communication between<br />
distant locations. Several meetings are organized<br />
daily through this technology.<br />
TRAINING<br />
Training contributes significantly both to gains in efficiency<br />
and improvements in personnel performance, as<br />
well as strengthening the overall corporate culture and<br />
group cohesion.<br />
Internal training and seminars are organized yearly to<br />
promote exchanges between group personnel.<br />
In addition to initiatives devoted to maintaining and<br />
developing specific areas of expertise, every year the<br />
human resources department organizes transversal<br />
training programs for sales and engineering staff. The<br />
purpose of these programs is to present new products,<br />
services and group expertise to support <strong>GL</strong> events'<br />
growth. In 2004, particular attention was devoted to<br />
developing team management skills.<br />
These events, in addition to the training they provide,<br />
strengthen the group’s cohesion and corporate culture.<br />
In December 2004, 350 <strong>GL</strong> events employees attended<br />
a second technical seminar held at the Barcelona<br />
International Convention Center. Participants received<br />
training and focused on the importance of customer<br />
relations in the field.<br />
<strong>GL</strong> <strong>EVENTS</strong> AND ITS ENVIRONMENT<br />
The group actively participates in the work of trade<br />
associations. For example <strong>GL</strong> events is a member of<br />
the commission focusing on employee-related issues of<br />
the French federation of trade shows, conventions and<br />
congresses (Fédération de Foires, Salons et Congrès).<br />
It is also an active member of the French trade exhibition<br />
industry association.<br />
<strong>GL</strong> events has chosen to develop partnerships with institutions<br />
providing first professional experiences for a<br />
significant number of trainees and adopting a targeted<br />
allocation of the apprenticeship tax.<br />
The group's strategy is to entrust these young students<br />
with real missions involving a considerable degree of<br />
autonomy in projects providing valuable training and<br />
representing a first professional experience. In 2004, the<br />
group welcomed 132 trainees.<br />
Concerning the apprenticeship tax, while subsidiaries<br />
are free to choose the beneficiary entities, a common<br />
group strategy is pursued focusing on three targets:<br />
establishments providing specialized training in our<br />
fields of activity, generalist establishments corresponding<br />
to our recruitment targets, establishments providing<br />
training to handicapped workers.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 47
PARTNERSHIPS AND SPONSORING<br />
<strong>GL</strong> events has pursued partnerships in sports and cultural<br />
sectors. In 2004, the group notably was a partner<br />
in Lille 2004, Lyon Biennial of Contemporary Art, Universal<br />
Barcelona Forum 2004, and the international<br />
sports convention, SportAccord, etc.<br />
Proud of its Lyon origins, and committed to conserving<br />
the city's historical heritage, <strong>GL</strong> events contributed in<br />
2004 to the renovation of the trading floor of the Lyon<br />
stock exchange.<br />
Following the tragic events in Asia at the end of the year,<br />
to emphasize its solidarity the group distributed to the<br />
Red Cross and a Sri Lankan NGO a portion of the funds<br />
destined for the year-end celebration.<br />
RESPECTING PEOPLE AND THE ENVIRONMENT<br />
Two projects focusing on quality, prevention and safety<br />
were launched at 2002 year-end, coordinated by a working<br />
group reporting directly to the group executive<br />
committee.<br />
To pursue the implementation of its quality strategy, the<br />
group has decided to create positions for several quality<br />
officers for the principal service business lines. These<br />
new recruitments are scheduled for the first half of<br />
2005.<br />
The work of the personnel safety and prevention project<br />
led to the implementation at each subsidiary of a common<br />
risk prevention document, the implementation of<br />
tools for specific risk prevention and safety plans and<br />
monitoring the corresponding budgets<br />
A network of 24 prevention and safety correspondents<br />
has been created. These correspondents coordinate<br />
this function at each structure through regular meetings<br />
and work focusing on specific themes (2 meetings were<br />
held in 2004) and a dedicated intranet site.<br />
The range of expertise of <strong>GL</strong> events has integrated new<br />
international rules of conduct. Since its creation, it has<br />
been committed to the principles of sustainable development,<br />
shared by all men and women of the group. <strong>GL</strong><br />
events’ development has been based on deploying the<br />
diverse expertise of all personnel to further group goals<br />
and maintain the confidence of our customers.<br />
The group has not made provisions for environmental<br />
risks nor paid any legal indemnities relating to<br />
environmental claims in the period under review. It is<br />
currently unaware of any legal suits against it for<br />
environmental damages.<br />
48 > 2004 ANNUAL REPORT <strong>GL</strong> events
CONSOLIDATED FINANCIAL STATEMENTS<br />
FOR THE YEAR<br />
ended 31 December 2004
MANAGEMENT REPORT ON THE<br />
CONSOLIDATED AND PARENT<br />
COMPANY FINANCIAL STATEMENTS<br />
Ladies and Gentlemen,<br />
We have called this ordinary shareholders' meeting as required by the company's articles of incorporation and<br />
bylaws and French law to report to you on the activity of your company for the period ended 31 December 2004,<br />
submit the parent and consolidated financial statements for your approval and provide you with information about<br />
the company's outlook.<br />
PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS<br />
<strong>GL</strong> events applies the accounting policies for the preparation of consolidated financial statements set forth by<br />
regulation 99-02 of the French accounting rules and regulation committee (Comité de la Réglementation<br />
Comptable or CRC). No changes in presentation have been made in relation to the previous year.<br />
A > SALES<br />
PERFORMANCE BY BUSINESS<br />
Total growth 4.6% in sales (1.3% at constant structure and exchange rates)<br />
reflects 13.7% growth by the group's core strategic businesses (global<br />
services for trade shows, exhibitions and events and permanent and semipermanent,<br />
venue and event management), combined with a significant drop<br />
in revenue from fittings. Against the background of the worldwide economic<br />
trends of the period, the performance of the group's core businesses<br />
confirmed their ability to pursue sustained growth and market share gains.<br />
PERFORMANCE BY SEGMENT<br />
The group registered gains in all its markets for regional, national and international<br />
events, trade shows and exhibitions and international conventions.<br />
214 235 302 340 355<br />
2000 2001 2002 2003 2004<br />
(€ millions)<br />
FRENCH VERSUS INTERNATIONAL SALES<br />
The group registered growth in international business both through local operations and export markets with<br />
noteworthy contributions in 2004 from the Athens Olympic Games and the Barcelona Forum of Cultures.<br />
(€ thousands)<br />
2000 2001 2002 2003 2004<br />
Foreign subsidiaries 32,900 32,474 45,004 35,719 65,040<br />
International sales from French companies 15,564 22,795 30,528 33,603 40,934<br />
INTERNATIONAL SALES 48,464 55,269 75,532 69,322 105,974<br />
23 % 23 % 25 % 20 % 30 %<br />
FRENCH SALES 165,618 179,774 226,415 270,439 249,500<br />
77 % 77 % 75 % 80 % 70 %<br />
TOTAL 214,083 235,043 301,947 339,761 355,474<br />
50 > <strong>RAPPORT</strong> 2004 ANNUAL ANNUEL REPORT 2004<strong>GL</strong> events
The group also pursued external growth in international markets with the acquisition of Temp-A-Store, the leading<br />
UK provider of temporary storage and warehousing solutions that has strengthened <strong>GL</strong> events' position as a major<br />
player in this market in Europe.<br />
<strong>GL</strong> events is directly present in the following countries:<br />
EUROPE<br />
> Italy > Belgium >Portugal<br />
> Spain > Greece > Switzerland<br />
> United Kingdom<br />
OTHER REGIONS<br />
> United Arab Emirates > Hong Kong<br />
> United States > Canada<br />
SALES BY DIVISION<br />
Growth in sales by division breaks down as follows (€ thousands):<br />
(€ thousands) 2000 2001 2002 2003 2004<br />
Global services for trade shows,<br />
exhibitions and events<br />
167,000 162,200 182,826 187,492 199,972<br />
Permanent and semi-permananent realisations 33,500 59,225 87,328 92,682 73,123<br />
Venue and event management 13,600 13,618 31,793 59,587 82,379<br />
TOTAL 214,100 235,043 301,947 339,761 355,474<br />
<strong>GL</strong>OBAL SERVICES : TRADE SHOWS EXHIBITIONS AND <strong>EVENTS</strong><br />
+6.7% (+5.5% comparable structure and exchange rates)<br />
€200 million in 2004 or 56.3% of total sales<br />
> Global services for trade shows, exhibitions and events registered further gains driven by contributions from<br />
major recurrent trade shows and exhibitions and strong growth from large events. Recognized for the quality<br />
of its comprehensive offering of value-added services, <strong>GL</strong> events renewed for an additional three years service<br />
agreements with REED Exhibition, the world's leading organiser of trade and consumer exhibitions, and with<br />
Richemont group for the SIHH, the international fine watchmaking exhibition.<br />
<strong>GL</strong>OBAL SERVICES: PERMANENT AND SEMI-PERMANENT REALISATIONS<br />
-21.1% (constant structure – no currency effect)<br />
€73.1 million in 2004 or 20.6% of total sales<br />
> Following restructuring measures, Fittings, systems and services for enterprises has been integrated into<br />
the Global services division specialized in permanent and semi-permanent realisations. Excluding fittings, sales<br />
advanced 11%.<br />
VENUE AND EVENT MANAGEMENT<br />
+38,2% (+20,1% at comparable structure– no currency effect)<br />
€82.4 million in 2004 or 23.2% of total sales<br />
> This division, the group’s strategic growth driver, benefited from excellent performances by the Clermont<br />
Ferrand and Paris Floral Park venues, the development of Europa Organisation and the integration of Market Place.<br />
CONTRIBUTIONS TO SALES OF COMPANIES ACQUIRED IN 2004<br />
Cf. G | below.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 51
B > OPERATING PROFIT<br />
Group EBIT totalled €28.3 million (€26.0 million in 2003) with an operating margin of 7.95% versus 7.65%<br />
in 2003.<br />
By division, operating profit for the last five years breaks down as follows :<br />
(€ thousands) 2000 2001 2002 2003 2004<br />
Global services 13,300 10,062 10,967 13,738 13,689<br />
Permanent and semi-permanent realisations 3,700 6,170 8,395 5,508 5,699<br />
Venue and event management 1,700 810 3,143 6,741 8,864<br />
TOTAL 18,700 17,042 22,505 25,987 28,252<br />
<strong>GL</strong>OBAL SERVICES, TRADE SHOWS, EXHIBITIONS AND <strong>EVENTS</strong> : €13.7 MILLION 6.8 % OF SALES<br />
The operating margin generated by this division is satisfactory given the nature of markets in France and other<br />
countries. In addition, this division had a cash flow margin of 12%.<br />
<strong>GL</strong>OBAL SERVICES, PERMANENT AND SEMI-PERMANENT REALISATIONS : €5.7 MILLION OR 7.8% OF SALES<br />
The operating margin of this division improved, advancing to 8% (despite the decline in the level of sales) reflecting<br />
the effective containment of margins and overhead expenses.<br />
VENUE AND SPACE MANAGEMENT : €8.9 MILLION OR 10,8% OF SALES<br />
In response to positive performances by all venues under management and event consulting and organization,<br />
this division’s margin remained in line within the announced objectives.<br />
Contributions from companies acquired in 2004 break down as follows:<br />
(€ thousands) 2003 Contribution of companies Contribution of other subsidiaries Total<br />
acquired<br />
Sales 339,761 10,433 345,041 355,474<br />
Operating profit 25,987 2,188 26,064 28,252<br />
Operating margin 7.65 % 20.97 % 7.55 % 7.95 %<br />
2004<br />
Financial highlights of principal subsidiaries in 2004 are as follows:<br />
(€ thousands)<br />
Sales Operating Net profit Shareholders’<br />
profit (loss) equity<br />
<strong>GL</strong>ED 66,594 2,947 3,610 17,555<br />
<strong>GL</strong>M 27,843 1,557 996 9,548<br />
OB 21,656 1,030 767 5,873<br />
ISF 19,142 1,081 486 2,663<br />
C > NET FINANCIAL EXPENSE AND INCOME BEFORE TAX AND EXCEPTIONAL ITEMS<br />
Net financial expense for the period totalled €2,347,000 versus €2,159,000 in 2003. This relative stability reflects<br />
the effective management of average net debt in 2004 through improved cash flow performances and working<br />
capital requirements.<br />
52 > 2004 ANNUAL REPORT <strong>GL</strong> events
Income before tax and exceptional items:<br />
(€ thousands) 2004 2003<br />
Sales 355,474 339,761<br />
Income before tax and exceptional items 25,904 23,827<br />
% 7.29 % 7.01 %<br />
D > EXCEPTIONAL ITEMS<br />
An exceptional net loss of 1,309,000 reflects notably reorganisation costs and the impact of tax and employeerelated<br />
litigation.<br />
E > INCOME TAX AND NET INCOME<br />
Income before and after tax in 2004 versus 2003 breaks down as follows:<br />
(€ thousands) 2004 2003<br />
Income of fully consolidated companies before tax 24,595 23,007<br />
Current and deferred tax 7,903 8,085<br />
Effective tax rate 32.13 % 35.14 %<br />
Net income of fully consolidated companies 16,692 14,923<br />
The decline in the tax rate recorded in 2004 in relation to the standard tax rate reflects notably tax exemptions<br />
on 2004 income in favour of <strong>GL</strong> events CCIB.<br />
F > DEBT, CASH FLOW AND CAPITAL SPENDING<br />
Gearing declined to 37% at 31 December 2004 versus 36% at 2003 year-end. In absolute terms net debt totalled<br />
€49.4 million at year-end.<br />
Debt repayment was financed from cash flow which increased from €6,157,000 to €38,843,000 or 10.9% of sales.<br />
The €4,066,000 increase in working capital requirements reflected growth in business and the seasonal effect.<br />
The group accordingly continues to benefit from sufficient capital spending resources to finance internal and external<br />
growth.<br />
(€ thousands) 2001 2002 2003 2004<br />
NET INVESTMENTS (1) 23,200 21,927 15,951 27,230<br />
Sales 235,043 301,947 339,761 355,474<br />
Net investments/sales 9.8 % 7.2 % 4.7 % 7.7 %<br />
Cash flow (1) 24,574 30,231 32,686 38,843<br />
Net investments/cash flow 94.4% 72.6 % 48.8 % 70.1 %<br />
(1) Acquisitions - proceeds from the disposal of tangible and intangible fixed assets<br />
G > EXTERNAL GROWTH<br />
Two acquisitions were completed in 2004.<br />
> The acquisition of Temp-A-Store effective 1 July 2004 further strengthened its Services offering. Created in 1972,<br />
Temp-A-Store is today the leading specialist in the UK for temporary storage and warehousing solutions for<br />
logistics, industrial and retail companies. In 2005 the company is expected to generate sales of between €5 million<br />
and €7 million and has an operating margin greater than that of the group.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 53
Market Place completes the range of services already proposed by Venue and event management. Market Place<br />
is leading French event organization and communication specialist that has designed, organized, coordinated and<br />
produced events for enterprises and institutions since 1973. With sales in 2004 of €12 million and a staff of 30, Market<br />
Place produces 100 events per year on behalf of such references as Total, Caisse d'Epargne, EADS, EDF, Canon,<br />
the French Ministry of Social Affairs, the City of Paris, Air France, TF1, Renault, etc.<br />
The pro forma income statement including inter alia the restatement of this acquisition is presented in note 1 of<br />
the consolidated financial statements.<br />
,<br />
H > SIGNIFICANT POST-CLOSING <strong>EVENTS</strong><br />
<strong>GL</strong> events acquired CHORUS, charged with managing the Vannes Exhibition Center until 2010 under a public<br />
service management agreement (contrat de délégation de service public) (annual sales of €1.6 million).<br />
On 4 February 2005, the group announced the acquisition of a majority stake in PadovaFiere, the operating company<br />
responsible for the management of the Exhibition Center along with a portfolio of trade shows and exhibitions.<br />
With 70,000 m 2 of covered exhibition, 600 events, 730,000 visitors per year, the venue generates sales estimated at<br />
€20 million with an operating margin in line with that of <strong>GL</strong> events venue and event management business.<br />
On 10 March, <strong>GL</strong> events launched a new phase in the European expansion of its Venue and event management<br />
activity with the acquisition of Hungexpo, owner of the Budapest Exhibition Center in Hungary. The consortium led<br />
by <strong>GL</strong> events will acquire 77% of Hungexpo. With its Hungarian partner, TriGranit, a real estate developer, <strong>GL</strong> events<br />
will have an 80% stake in the Hungexpo holding company created for this purpose. The city of Budapest, a<br />
minority shareholder of Hungexpo, retains the option to sell the remaining 23% stake.<br />
Hungexpo owns the real estate assets of the exhibition center, the Venue management and has its own portfolio<br />
of trade shows, exhibitions and events. With a broad range of know-how, it averages sales of €22 million and its<br />
operating margin will be in line with that of <strong>GL</strong> events' venue and event management division starting in 2006. The<br />
business plan provides for an investment program of €20 million to be carried out over next years<br />
,<br />
I > OUTLOOK<br />
In the announcement published on 16 March 2005 (La Tribune), the group anticipates another year of sustained<br />
growth in 2005. The guidance for 2005 is sales exceeding €400 million, taking into account the full year impact<br />
of companies acquired in 2004, the development of the Barcelona venue and the acquisitions of the Exhibition<br />
Centers of Padua, Budapest and Vannes. This growth will be accompanied by further improvements in margins.<br />
The group also confirmed its growth strategy focusing on the development of Venue and event management that<br />
should benefit from the contribution of both new acquisitions and the conclusion of new public service agreements<br />
for Venue management<br />
,<br />
J> ANALYSIS OF RISKS<br />
Refer to note 28 to the consolidated financial statements.<br />
,<br />
K> LITIGATION AND EXCEPTIONAL ITEMS<br />
To the company's knowledge, there are no other exceptional items or legal proceedings that may have or have<br />
recently had a material impact on businesses, earnings, financial situation and assets of the company and the group.<br />
54 > 2004 ANNUAL REPORT <strong>GL</strong> events
,<br />
L> RESEARCH AND DEVELOPMENT<br />
The company’s high degree of innovation and creativity enables it respond to constantly evolving market needs.<br />
<strong>GL</strong> events engineering departments and business managers, assisted by their staff, seek to develop new techniques<br />
and logistical solutions to meet increasingly shorter deadlines.<br />
In addition, the group, supported by the transversal departments, seeks to improve the global solutions offered<br />
to its different customer segments. To this purpose, every year new products and services are added to the<br />
company's portfolio either by internal growth or acquisitions.<br />
In contrast, the company does not strictly speaking engage in fundamental research.<br />
,<br />
M> IMPLEMENTATION OF IFRS<br />
<strong>GL</strong> events has implemented a working group to assess the impact of the adoption of International Financial<br />
Reporting Standards (IFRS) on the consolidated financial statements. The initial conclusions of this working group<br />
are as follows:<br />
> FINANCE LEASES/DEBT : Because the impact on the balance sheet and income statement is marginal, the<br />
group will report this information under off-balance sheet commitments, indicating the amount of lease payments<br />
falling due for non-cancellable periods.<br />
> NON-CANCELLABLE COMMERCIAL LEASES AND CONCESSION LEASE PAYMENTS : Commercial leases<br />
will be reported under off-balance sheet commitments. The group is awaiting further guidance and analysis<br />
concerning the application of IAS 17 and 38 regarding the treatment of venue concession lease payments.<br />
> CONCESSION PRE-OPENING EXPENSES : According to IAS 38, concession pre-opening expenses, which could<br />
not be capitalized, should be charged directly to expenses of the year.<br />
> DEFERRED EXPENSES : The amounts included in the balance sheet of 31-12-03 must be allocated either<br />
to intangible assets in compliance with IAS 38 or charged to equity in the opening balance sheet<br />
> GOODWILL : An impairment test will be carried out at the level of CGU (cash-generating units) according to input<br />
provided by businesses applying the DCF (discounted cash flow) method. This impairment test conducted on the<br />
31-12-03 and 31-12-04 financial statements did not result in an impairment charge.<br />
> PRESENTATION OF THE INCOME STATEMENT : The group has maintained its presentation of the income<br />
statement by nature pending the availability of the new version of the statement for the measurement of performance.<br />
> INCOME STATEMENT – EXCEPTIONAL PROFIT (LOSS) : Information concerning exceptional items will be more<br />
detailed, and notes and comments will be included providing additional disclosures considered necessary.<br />
> INCOME STATEMENT – GOODWILL DEPRECIATION : Such charges will be included under operating profit, with<br />
explanations to be provided in notes when necessary.<br />
> FINANCIAL INSTRUMENTS: Financial instruments will be recorded at fair value. Out of the total financial instruments<br />
used by the group, a single fair value hedge qualified as speculative in respect to IAS 39 was identified. In<br />
consequence, gains or losses on remeasurement to fair value are recorded under net profit or loss for the period.<br />
The other instruments are cash flow hedges whose fluctuations in value will be recognized as changes in reserves.<br />
> STOCK OPTIONS : Employee benefits related to the granting of stock options will be expensed in the period<br />
in accordance with IAS 19.<br />
> OTHER ISSUES : The impact of other IFRS guidelines on the presentation of the group consolidated financial<br />
statements has not been determined.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 55
CONSOLIDATED FINANCIAL<br />
STATEMENTS<br />
CONSOLIDATED BALANCE SHEET<br />
ASSETS (€ thousands)<br />
FIXED ASSETS<br />
Notes<br />
31/12/04 31/12/03 31/12/02<br />
Gross Amort./<br />
Prov.<br />
Net Net Net<br />
Googwill 2.1 & 3 112,173 (6,006) 106,167 96,596 86,107<br />
Other intangible assets 2.3 & 4 10,378 (7,337) 3,041 2,787 2,082<br />
Property and buildings 2.3 & 5 12,298 (3,402) 8,896 9,623 10,483<br />
Other tangible assets 2.3 & 5 37,762 (25,524) 12,238 9,383 10,348<br />
Long term investments 2.3 & 6 4,565 (83) 4,482 3,738 3,888<br />
TOTAL FIXED ASSETS 177,177 (42,352) 134,825 122,128 112,908<br />
EQUIPMENT FOR RENTAL 2.3 & 7 112,331 (54,433) 57,898 52,917 56,042<br />
CURRENT ASSETS<br />
Inventories and work in progress 2.3 & 8 14,273 (740) 13,533 11,345 10,439<br />
Trade receivables 2.3 & 9 98,291 (5,984) 92,308 84,116 80,144<br />
Other receivables 2.3 & 10 25,594 (357) 25,238 19,119 15,768<br />
Deferred taxes 2.3 & 11 2,285 2,285 2,089 2,278<br />
Prepaid expenses 2.3 & 12 8,679 8,679 6,825 3,427<br />
Short term investments 2.3 & 13 58,484 (93) 58,391 43,904 13,084<br />
Cash and cash equivalents 2.3 & 13 15,852 15,852 11,735 11,701<br />
TOTAL CURRENT ASSETS 223,458 (7,173) 216,284 179,133 136,840<br />
TOTAL 512,966 (103,958) 409,008 354,178 305,790<br />
56 > 2004 ANNUAL REPORT <strong>GL</strong> events
SHAREHOLDER’S EQUITY & LIABILITIES (€ thousands) Notes 31/12/04 31/12/03 31/12/02<br />
SHAREHOLDER’S EQUITY<br />
Share capital 14 54,882 54,147 48,147<br />
Consolidated reserves 62,428 53,373 32,404<br />
Currency translation adjustment 2.4 (3,048) (2,789) (1,084)<br />
Net profit / (loss) for the period 14,014 12,759 11,046<br />
GROUP SHAREHOLDER’S EQUITY 128,277 117,491 90,513<br />
MINORITY INTERESTS 3,522 2,989 2,640<br />
TOTAL SHAREHOLDER’S EQUITY 131,798 120,480 93,153<br />
COMMITMENTS AND CONTINGENCIES 2.3 & 15 4,629 4,105 4,978<br />
DEFERRED TAXES 2.3 & 11 2,335 2,221 2,423<br />
LIABILITIES<br />
Borrowings and other financial debt 16.17 & 27 114,769 88,411 77,521<br />
Bank overdrafts 16.17 & 27 8,883 10,853 2,552<br />
Payments received on orders in progress 17 2,355 4,573 3,055<br />
Accounts payable 17 56,361 54,604 55,182<br />
Tax and social charges 17 38,734 34,688 31,966<br />
Other liabilities 17 16,935 10,016 13,625<br />
Accrued expenses 18 32,208 24,226 21,335<br />
TOTAL LIABILITIES 270,245 227,372 205,236<br />
TOTAL 409,008 354,178 305,790<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 57
CONSOLIDATED INCOME STATEMENT<br />
(€ thousands) Notes 31/12/04 31/12/03 31/12/02<br />
SALES 2.3 & 19 355,474 339,761 301,947<br />
Change in inventories 19 7,203 6,531 5,978<br />
Other income 20 12,045 10,229 14,097<br />
OPERATING INCOME 374,722 356,520 322,022<br />
Raw materials used in production 21 (39,805) (44,559) (39,505)<br />
External charges 21 (175,563) (160,992) (141,802)<br />
Taxes and duties (7,324) (7,352) (6,395)<br />
Personnel expenses and employee profit sharing 25 & 26 (96,198) (92,938) (87,255)<br />
Depreciation and provisions 20 (25,345) (22,010) (22,214)<br />
Other operating expenses 20 (2,234) (2,682) (2,346)<br />
OPERATING EXPENSES (346,470) (330,533) (299,517)<br />
OPERATING PROFIT 22 28,252 25,987 22,505<br />
Financial income 23 2,187 3,311 1,911<br />
Financial charges 23 (4,534) (5,470) (5,054)<br />
NET FINANCIAL EXPENSE 23 (2,348) (2,159) (3,142)<br />
INCOME BEFORE EXCEPTIONAL ITEMS 25,904 23,828 19,363<br />
Exceptional income 2.3 & 24 3,687 1,146 5,096<br />
Exceptional charges 2.3 & 24 (4,997) (1,966) (4,162)<br />
EXCEPTIONAL PROFIT / (LOSS) 2.3 & 24 (1,309) (820) 934<br />
Income tax 2.3 & 11 (7,903) (8,085) (7,095)<br />
NET PROFIT OF FULLY CONSOLIDATED COMPANIES 16,692 14,923 13,202<br />
Amortization of acquired goodwill 2.1 & 3 (1,924) (1,679) (1,494)<br />
NET PROFIT BEFORE MINORITY INTERESTS 14,768 13,243 11,708<br />
Minority interests 14 (754) (484) (662)<br />
NET PROFIT 2.3 14,014 12,759 11,046<br />
Average number of shares 2.3 13,547,845 12,729,439 11,983,526<br />
NET EARNINGS PER SHARE (IN EUROS) 1.03 1.00 0.92<br />
Diluted number of shares 2.3 14,444,496 13,389,580 12,569,526<br />
FULLY DILUTED EARNINGS PER SHARE (IN EUROS) 0.97 0.95 0.81<br />
58 > 2004 ANNUAL REPORT <strong>GL</strong> events
CONSOLIDATED CASH FLOW STATEMENT<br />
(€ thousands) Notes 31/12/04 31/12/03 31/12/02<br />
CASH & CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 44,786 22,232 3,226<br />
OPERATING ACTIVITIES<br />
NET PROFIT 14 14,014 12,759 11,046<br />
ADJUSTEMENTS TO RECONCILE PROFIT (LOSS) TO NET CASH<br />
PROVIDED BY OPERATING ACTIVITIES :<br />
Depreciation and provisions 23,882 20,177 19,851<br />
Charges transferred to deferred charges (97) (507) (241)<br />
Net capital gains and losses on asset disposal 880 (338) (1,590)<br />
Minority interests in consolidated net profit 14 754 484 662<br />
Deferred tax expense / (income) 11 (590) 111 503<br />
OPERATING CASH FLOWS 38,843 32,686 30,231<br />
Change in inventories (1,197) 1,239 728<br />
Change in accounts receivable, discounted notes, deferred income (3,083) (3,394) (5,071)<br />
Change in accounts payable, deferred charges 913 (2,607) 6,193<br />
Change in other balances (699) 3,092 4,636<br />
CHANGES IN WORKING CAPITAL REQUIREMENTS (4,066) (1,670) 6,486<br />
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES (A) 34,777 31,016 36,717<br />
INVESTMENT ACTIVITIES<br />
Acquisition of tangible and equipment for rental (26,493) (15,761) (20,928)<br />
Acquisition of intangible fixed assets (3,599) (2,318) (1,366)<br />
Disposal of tangible and intangible assets 2,862 2,128 367<br />
Purchase of long term investments (1,406) (386) (496)<br />
Sale of long term investments 1,032 345 88<br />
Net cash flow from the acquisition and<br />
disposal of subsidiaries<br />
29 (9,244) (9,821) (15,522)<br />
NET CASH USED IN INVESTING ACTIVITIES (B) (36,848) (25,813) (37,857)<br />
FINANCING ACTIVITIES<br />
Capital increases 2,449 11,121 36<br />
Dividends paid to shareholders 14 (5,006) (3,834) (3,349)<br />
Dividends paid to the minority shareholders<br />
of the consolidated companies<br />
14 (193) (144) (104)<br />
Proceeds from new loans 50,263 33,599 43,861<br />
Repayment of loans (24,609) (23,040) (19,973)<br />
NET CASH PROVIDED BY FINANCING ACTIVITIES (C) 22,904 17,702 20,471<br />
EFFECT OF CURRENCY TRANSLATION ADJUSTMENTS (D) (260) (350) (325)<br />
NET CHANGE IN CASH & CASH EQUIVALENTS (A + B + C + D) 20,574 22,554 19,006<br />
CASH & CASH EQUIVALENTS AT YEAR-END 65,360 44,786 22,232<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 59
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY<br />
Group<br />
(thousand of euros Total Number Share Net profit Currency Total Minority<br />
and shares) of shares capital Primiums Reserves for the translation group interests<br />
(thousands) period adjustment<br />
SHARE CAPITAL &<br />
RESERVES AT 31/12/2002<br />
Exercise of options<br />
and equity warrants<br />
Reserved capital<br />
increase<br />
Capital increase<br />
with equity warrants<br />
Net income<br />
appropriation<br />
Distribution<br />
of dividends<br />
Translation<br />
adjustments<br />
93,153 12,037 48,147 468 31,936 11,046 (1,084) 90,513 2,640<br />
969 178 713 256 969<br />
3,600 257 1,028 2,572 3,600<br />
15,158 1,065 4,259 10,899 15,158<br />
11,046 (11,046)<br />
(3,973) (3,834) (3,834) (140)<br />
(1,732) (1,704) (1,704) (28)<br />
Other changes 62 30 30 32<br />
NET PROFIT<br />
FOR THE PERIOD<br />
13,243 12,759 12,759 484<br />
SHARE CAPITAL &<br />
RESERVES AT 31/12/2003<br />
120,480 13,537 54,147 14,195 39,179 12,759 (2,789) 117,491 2,989<br />
Capital increase 2,449 184 735 1,313 2,048 40<br />
Net income<br />
appropriation<br />
Distribution<br />
of dividents<br />
Translation<br />
adjustments<br />
12,759 (12,759)<br />
(5,199) (5,006) (5,006) (193)<br />
(278) (259) (259) (19)<br />
Other changes (422) (11) (11) (410)<br />
NET PROFIT<br />
FOR THE PERIOD<br />
14,768 14,014 14,014 754<br />
SHARE CAPITAL &<br />
RESERVES AT 31/12/2004<br />
131,798 13,721 54,882 15,508 46,920 14,014 (3,048) 128,277 3,522<br />
60 > 2004 ANNUAL REPORT <strong>GL</strong> events
NOTES TO THE CONSOLIDATED<br />
FINANCIAL STATEMENTS<br />
AT 31 DECEMBER 2004<br />
The information given below is expressed in euros. These notes are an integral part of the consolidated<br />
financial statements for the year ended 31 December 2004. The consolidated financial statements were<br />
approved by the board of directors’ meeting of 11 March 2005.<br />
NOTE 1 > MAIN <strong>EVENTS</strong> AND PRO FORMA DATA<br />
> The acquisition of Temp-A-Store effective 1 July 2004 further strengthened <strong>GL</strong> events’ Services offering.<br />
Created in 1972, Temp-A-Store is today the leading specialist in the UK for temporary storage and<br />
warehousing solutions for logistics, industrial and retail companies. In 2005 the company is expected to<br />
generate sales of between €5 million and €7 million and has an operating margin greater than that of the<br />
group. This company was consolidated on 1 July 2004.<br />
> Market Place completes the range of services already proposed by Venue and event management.<br />
Market Place is a leading French event organization and communication specialist that has designed,<br />
organized, coordinated and produced events for enterprises and institutions since 1973. With sales in 2004<br />
of €12 million and a staff of 30, Market Place produces 100 events per year on behalf of such references<br />
as Total, Caisse d'Epargne, EADS, EDF, Canon, the French Ministry of Social Affairs, the City of Paris, Air<br />
France, TF1, Renault, etc. This company was consolidated on the 1 September 2004.<br />
> On 30 September 2004, <strong>GL</strong> events’ bought out the remaining 20.8% minority interests of<br />
<strong>GL</strong> Data Systems increasing its stake to 100%.<br />
> Consolidation of Congrhealth.com and Europa Edition, subsidiaries of Europa Organisation.<br />
Because the activity of these companies is not significant, they were not consolidated in 2003.<br />
> Creation of new subsidiaries:<br />
Integration of the Château de Saint Priest; on 29 January 2004, <strong>GL</strong> events’ public service delegation<br />
granted by the town of Saint-Priest to manage the Château was renewed. Operated previously under a<br />
cost-reimbursement contract, the management of this venue has now been delegated through a six-year<br />
concession agreement.<br />
In addition, the group participates in two new 50-50 joint ventures in Greece with a local partner to<br />
service the different contracts connected with the Athens Olympic Games.<br />
> Deconsolidation of <strong>GL</strong> United Kingdom and <strong>GL</strong> Malaysia<br />
Following the discontinuation of the activities of these two companies, they were deconsolidated effective<br />
1 January 2004.<br />
> Simplification of the group's legal structure<br />
Expolok was merged with Montexpo at 31 December 2004. <strong>GL</strong> Australia, having discontinued business, was<br />
wound up.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 61
Operating profit for year 2004 was marked by the following developments:<br />
> Sales increased 4.6% (1.3% at comparable structure and exchange rates) to €335.5 million. Excluding<br />
the impact of fittings, group sales surged 13.7%.<br />
> Because of excellent full-year performances by core businesses, group operating profit increased from<br />
€26.0 million to €28.3 million and 7.95% of sales compared with 7.65% in 2003.<br />
> With international operations accounting for 30% of sales, <strong>GL</strong> events has confirmed its ability to<br />
develop both in the segment of large international events and Venue management, a major contributor of<br />
recurrent revenue, and by strengthening its subsidiaries in other countries, notably in the United Kingdom.<br />
A pro forma income statement is presented below. For 2003, it takes into account the following<br />
modifications:<br />
> sales and earnings for the 2003 second half of Temp-A-Store, acquired on 1 July 2004,<br />
> sales and earnings from 1 September to 31 December 2003 of Market Place, acquired on<br />
1 September 2004<br />
> sales and earnings from 1 January to 1 May 2003 of Europa Organisation, acquired on 1 May 2003,<br />
> 2003 sales and earnings of Conghealth.com and Europa Edition,<br />
> impact of the financial expenses net of tax corresponding to payments to acquire shares,<br />
PRO FORMA INCOME STATEMENT (€ thousands) 31/12/2004 31/12/2004 31/12/2003<br />
NET SALES 355,474 350,729<br />
Other operating income 19,248 17,835<br />
Operating expenses (346,470) (342,176)<br />
OPERATING PROFIT 28,252 26,388<br />
Financial income 2,187 3,333<br />
Financial charges (4,534) (5,841)<br />
NET FINANCIAL CHARGE (2,348) (2,508)<br />
INCOME BEFORE EXCEPTIONAL ITEMS 25,904 23,880<br />
Exceptional income 3,687 1,800<br />
Exceptional charges (4,997) (2,238)<br />
EXCEPTIONAL PROFIT / (LOSS) (1,309) (438)<br />
Income tax (7,903) (7,840)<br />
INCOME FROM FULLY CONSOLIDATED COMPANIES 16,692 15,602<br />
Amortization of acquired goodwill (1,924) (1,920)<br />
NET PROFIT BEFORE MINORITY INTERESTS 14,768 13,682<br />
Minority interests (754) (486)<br />
NET PROFIT 14,014 13,196<br />
Average number of shares 13,547,845 12,729,439<br />
NET EARNINGS PER SHARE IN EUROS 1.03 1.04<br />
62 > 2004 ANNUAL REPORT <strong>GL</strong> events
NOTE 2 > CONSOLIDATION PRINCIPLES AND VALUATION METHODS<br />
ACCOUNTING REGULATIONS<br />
The financial statements were prepared in compliance with the methods and accounting regulations generally<br />
admitted in France. The group’s consolidated statements comply with the recommendations of regulation 99-02 of<br />
the accounting regulations committee (comité de réglementation comptable).<br />
In accordance with applicable regulation, and notably recommendations of the French accounting profession<br />
(Compagnie Nationale des Commissaires aux Comptes), since 1 January 2002 the group has recorded goodwill<br />
amortization unable to be calculated separately. This amortization was calculated solely for goodwill recognized<br />
since the new accounting method for consolidated financial statements was first applied (notably for year 2000).<br />
On this date, the group decided to not restate retroactively acquisitions and disposals carried out previously.<br />
For the presentation of the balance sheet and income statement, pre-existing goodwill is included under goodwill<br />
arising on acquisitions.<br />
Total goodwill has been amortized retroactively as from the first date on consolidation. The impact on 2002 was an<br />
additional amortization charge of €359,000.<br />
CONSOLIDATION METHOD<br />
1 | Consolidation principles<br />
Companies over which the group exercises exclusive control are fully consolidated starting from the effective date<br />
of control.<br />
Joint ventures and companies in which the group exercises a joint control with other partners, are consolidated<br />
according to the proportionate method starting from the actual date of control.<br />
The joint ventures JV Test Events, JV Nikia, JV Overlay and JV Seatings have accordingly been consolidated according<br />
to the proportionate method.<br />
Entities held between 20% and 50% in which the group exercises a significant influence on management and<br />
financial policy are consolidated under the equity method. In 2004, there were no companies in this category.<br />
Entities which fit the above criteria but held by the group on a temporary basis or whose activity is considered<br />
marginal are not consolidated.<br />
2 | Consolidation scope<br />
The consolidation scope is presented in full in note 31. The principal changes in the consolidation scope are<br />
mentioned in note 1.<br />
Changes to consolidation scope in the period were as follows:<br />
COMPANIES<br />
DATE OF INCLUSION OR EXCLUSION<br />
> <strong>GL</strong> UK deconsolidation at 1 January 2004<br />
> <strong>GL</strong> Malaysia deconsolidation at 1 January 2004<br />
> SECCSP (Chateau St Priest) created on 1 February 2004<br />
> JV Overlay created on 1 January 2004<br />
> JV Seating created on 1 January 2004<br />
> Temp-A-Store acquired on 1 July 2004<br />
> Market Place acquired on 1 September 2004<br />
> <strong>GL</strong> Australia wound up on 31 December 2004<br />
> Expolok merged on 31 December 2004<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 63
3 | Goodwill on acquisitions :<br />
When a subsidiary is first consolidated, the group recognizes:<br />
> a valuation difference relating to identifiable assets and liabilities, which corresponds to the difference<br />
between the value upon consolidation in the group’s financial statements and the carrying value of the item<br />
in the subsidiary’s financial statements,<br />
> goodwill from acquisitions corresponding to the difference between the cost of acquisition of the<br />
shares and the proportion of equity acquired after adjustment for all valuation differences. The cost of<br />
acquisition of the shares is equal to the amount paid to the seller, plus the costs directly related to the<br />
acquisition capable of being reliably identified.<br />
In 2004 the impact of acquisitions of the period is as follows:<br />
(€ thousands)<br />
Consolidated acquisition value (including an escalator<br />
clause calculated on the basis of probable adjustments 14,704<br />
estimated at 31 Décember 2004)<br />
Dates of acquisition July and September 2004<br />
Revaluations performed<br />
None<br />
Goodwill 11,571<br />
4 | Translation of financial statements of foreign subsidiaries :<br />
The financial statements of the foreign subsidiaries have been translated using the following methods:<br />
> share capital and reserves are translated at historical rates,<br />
> the balance sheet (not including share capital and reserves) is translated at year-end rates,<br />
> the income statement is converted at average rates.<br />
Translation differences resulting from the application of historic rates and average rates, compared to<br />
year-end rate, are allocated to the consolidated reserves (for the group’s share).<br />
5 | Elimination of intra-group transactions and balances<br />
All reciprocal balance sheet accounts between group companies and all other transactions between group<br />
companies (purchases and sales, dividends, etc. ) as well as accrued expenses on equity interests and<br />
loans to associates are eliminated.<br />
6 | Fiscal year<br />
A balance sheet is established at 31 December for companies whose fiscal year ends at a different date.<br />
At 31 December, only Temp-A-Store whose fiscal year ends on 31 March fell under this category.<br />
METHODS OF VALUATION<br />
1 |Pre-existing and purchased goodwill<br />
Goodwill appears on the balance sheet at its historical value corresponding to the price paid or its<br />
estimated value when included the scope of consolidation.<br />
Pre-existing and acquired goodwill is amortized over 40 years except for specific cases (with the<br />
acquisition of convention and exhibition center operating companies, pre-existing and acquired goodwill is<br />
amortized over the operating license period).<br />
In addition, when there is an indication of impairment and at least once year, goodwill impairment<br />
tests are conducted involving a comparison of the carrying amount with the value in use. Value in use is<br />
determined by applying the discounted cash flow method.<br />
64 > 2004 ANNUAL REPORT <strong>GL</strong> events
2 | Other intangible fixed assets<br />
Research and development costs are expensed as incurred.<br />
Intangible fixed assets are amortized on a straight-line basis. Amortization periods are as follows:<br />
Start-up costs<br />
Software<br />
Concessions and patents<br />
DURATION<br />
3 years<br />
1 to 3 years<br />
Based on the residual useful<br />
life of patents concerned<br />
3 | Plant, property, equipment<br />
Tangible assets are stated at historic cost and are depreciated on a straight-line basis.<br />
Depreciation periods generally used after detailed analysis of their useful lives are as follows:<br />
Office buildings<br />
Industrial buildings<br />
Fixtures and fittings<br />
Industrial equipment and tools<br />
Transport equipment<br />
Office furniture and equipment<br />
DURATION<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 />
4 | Financial assets<br />
Interests held by the group in non-consolidated companies are accounted for at the acquisition cost of<br />
shares. An impairment provision is established if the value in use of the shares is estimated to be less than<br />
the book value. Value in use is determined according to different criteria including the anticipated return<br />
on investment of the shares.<br />
5 | Inventory and equipment for rental<br />
As an exception to generally accepted accounting principles, equipment for rental, capitalized in the parent<br />
financial statements, are grouped together under the inventory of equipment for rental in the consolidated<br />
financial statements in a specific account of the balance sheet.<br />
This classification makes it possible to better distinguish between the tangible assets intended for rental<br />
and those classified as fixed assets remaining at the different sites of the group.<br />
The principal method for the recording and valuation of equipment for rental is based on historical cost.<br />
Inventory valuation is based on weighted average cost. Manufactured products are recorded at production<br />
cost that includes, when applicable, direct expenses incurred by the subsidiary in the production process.<br />
Financial expenses are not included in the calculation of production costs. Work in progress is valued at<br />
production cost.<br />
To recognize depreciation for wear and tear from the successive rental of capitalized assets, the following<br />
useful lives are used:<br />
Floors<br />
Furniture<br />
Structures big tops<br />
Grandstands and bleachers<br />
Other rental equipment<br />
DEPRECIATION PERIOD<br />
7 to 10 years<br />
4 years<br />
5 to 10 years<br />
5 to 10 years<br />
2 to 7 years<br />
For equipment to be leased held in inventory, a provision is recorded based on the turnover rate over<br />
previous periods. In addition, a provision for impairment is recorded when the products are considered<br />
obsolete or fail to meet the group’s quality standards.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 65
6 | Consumables, goods for resale and work-in-progress<br />
These items are recorded on a distinct line under current assets and recognized either at their last<br />
purchase price or average weighted price. In addition, a provision for depreciation is recorded when the<br />
products are considered obsolete or fail to meet the group’s quality standards.<br />
7 | Capital leases<br />
Real estate acquired through a capital lease is recorded as a fixed asset at the value on the date of entry<br />
into the scope. Other tangible assets acquired via capital leases with an initial value of more than €75,000<br />
are recorded either as fixed assets or as rental equipment for the value of the assets the date of the contract<br />
is concluded. These assets are amortized or depreciated according to the methods described above. The<br />
capital part of the debt remaining due is recorded in financial debts. The lease charges recorded for the<br />
financial year are then restated.<br />
8 | Trade receivables and payables<br />
Trade receivables and payables are recorded at face value. Balances denominated in foreign currencies<br />
and not hedged by forward covers are translated at the year-end exchange rate. Accounts receivable<br />
are analysed on a case-by-case basis, and a provision for doubtful debts is made to cover potential<br />
collection risks.<br />
9 |Short-term investments<br />
Short-term investments are recorded at acquisition cost. A provision for impairment is made when the cost<br />
of acquisition is lower than the carrying value. The carrying value corresponds to the average trading price<br />
of the last month for the listed shares, and to the probable value of negotiation for unlisted shares.<br />
10 |Taxes<br />
> Current taxes:<br />
Current taxes are calculated according to tax rates applicable in each country. For French companies,<br />
a tax group headed by <strong>GL</strong> events includes the following companies:<br />
<strong>GL</strong> events Fabric Expo Meublexpo<br />
Action Développement <strong>GL</strong> Espace & Décor Mont Expo<br />
Altitude <strong>GL</strong> Image Polygone Vert<br />
BS Vision <strong>GL</strong> Lumière & Son Ranno Entreprise<br />
CDV Organisation Gl Mobilier SECIL<br />
Décorama Hall Expo SF Protection<br />
Expo Service Nice ISF Standard Décoration<br />
Europa Organisation<br />
Menuiserie Expo<br />
Subsidiaries recognize their tax as if taxed separately. The tax group has generated a tax savings of<br />
€1,043,000 recognized by <strong>GL</strong> events.<br />
> Deferred taxes:<br />
Deferred taxes are recorded to take into account potential differences between the book value of an asset<br />
or a liability and its tax value. They are determined using the liability method.<br />
Deferred tax assets are recorded if their recovery is not linked to future results or if it is probable that the<br />
company will recover them from taxable profit expected during that period.<br />
Deferred taxes from the reversal of provisions on investments in consolidated companies are not recorded<br />
unless deferred tax assets have been recorded in connection with the tax losses.<br />
66 > 2004 ANNUAL REPORT <strong>GL</strong> events
11 |Equipment grants<br />
Equipment grants are deducted from the assets in question and recorded under income after deducting<br />
the corresponding amortization expense.<br />
12 |Commitments and contingencies<br />
Provisions are made to meet the potential costs related to litigations and other liabilities.<br />
13 |Post retirement benefits<br />
The provision for post retirement benefits is calculated according to the prospective method based on the<br />
following actuarial assumptions:<br />
> rates of discount : 3.0%<br />
> ratio of wage increases : 1.5%<br />
> rate of personnel turnover : <strong>GL</strong> events table<br />
> rate of mortality : INSEE mortality table 1999/2001<br />
> rate of social charges : 40%<br />
The provision takes into account insurance policies already in force in favour of the companies SF<br />
Protection, Toulouse Expo and ISF providing total coverage of €671,000.<br />
14 |Sales<br />
For shows, fairs and events, income is recognized on the date on which they begin. Down payments<br />
invoiced before these dates are recorded under prepaid income.<br />
In the specific cases of major long-term events or events delivered in instalments over a long period,<br />
income is recognized according to the percentage of completion method.<br />
For permanent and semi-permanent realisations, income and the margin are generally recognized on the<br />
delivery date.<br />
For rental contracts with no defined term and for long-term rental contracts, sales are recognized on a<br />
monthly basis.<br />
Concerning the sale of capitalized equipment for rental, the corresponding income is shown under net<br />
sales and the net book value is recorded under operating expenses.<br />
15 | Exceptional profit and loss<br />
Expenses and income are identified as exceptional in accordance with generally accepted accounting<br />
principles. One exception: profits and charges linked to disposal or retirement of rental equipment are<br />
reclassified under operating profit/ (loss). (see above).<br />
16 | Earnings per share<br />
Net earnings per share in the consolidated income statement correspond to the net consolidated group<br />
profit divided by the average number of shares for each period concerned. The data for the last three years<br />
is as follows:<br />
> 2002 = 11,983,526<br />
> 2003 = 12,729,439<br />
> 2004 = 13,547,845<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 67
17 |Fully diluted earnings per share<br />
Fully diluted earnings per share are calculated on the basis of the weighted average number of shares outstanding<br />
plus the total number of stock options (allocated or remaining to be allocated).<br />
For the last three years, these were as follows:<br />
> 2002 = 12,569,526<br />
> 2003 = 13,389,580<br />
> 2004 = 14,444,496<br />
18 |Financial instruments<br />
Financial instruments used by the company (Caps, Floors, etc.) are destined exclusively for hedging<br />
purposes. Gains and losses from hedging instruments are accounted so as to offset losses and gains on<br />
the items hedged.<br />
19 |Consolidated cash flow<br />
Cash flow is presented in compliance with the methods for the consolidation of financial statements<br />
(regulation 99-02 of the Accounting Regulatory Committee) and the following rules:<br />
> Capital gains and losses as a result of disposals are shown net of tax.<br />
> Provisions for current assets included under changes in cash flows for accounts receivable,<br />
> Net cash flow from acquisitions and disposals of subsidiaries corresponds to the price of acquisition,<br />
less the share of the price not yet paid and net available cash flow (or plus the current cash flows due) at<br />
the time of the acquisition. This same method is applied to disposals,<br />
> “Cash and equivalents at the beginning of the year” and “Cash and equivalents at year-end” represent<br />
liquid assets (bank balances, ‘dailly’ receivables less discounted notes not yet due). They do not include the<br />
advances to non-consolidated companies.<br />
NOTE 3 > ACQUIRED AND PRE-EXISTING GOODWILL<br />
(€ thousands) 31/12/03<br />
Changes<br />
in scope<br />
Increase Decrease<br />
Other<br />
changes<br />
31/12/04<br />
Goodwill 16,792 171 16,621<br />
Amortization and provisions (1,208) (659) (1,867)<br />
NET GOODWILL 15,584 0 (659) (171) 0 14,754<br />
Acquired goodwill 83,898 12,166 (408) (104) 95,552<br />
Amortization and provisions (2,886) (1,264) 12 (4,138)<br />
NET ACQUIRED GOODWILL 81,012 0 10,902 (408) (92) 91,414<br />
NET TOTAL 96,596 0 10,243 (579) (92) 106,168<br />
(€ thousands)<br />
Goodwill included in the parent company financial statements 7,580<br />
Valuation differences allocated to goodwill 87,972<br />
TOTAL 95,552<br />
68 > 2004 ANNUAL REPORT <strong>GL</strong> events
NOTE 4 > OTHER INTANGIBLE ASSETS<br />
GROSS VALUE<br />
31/12/03<br />
Changes<br />
Increase Decrease<br />
Other<br />
(€ thousands) in scope changes<br />
31/12/04<br />
Start-up costs 414 (320) 94<br />
Software, concessions, patents 8,224 197 1,600 (167) 217 10,071<br />
Other intangible assets 144 17 53 214<br />
TOTAL GROSS VALUE 8,781 197 1,617 (167) (50) 10,378<br />
ACCUMULATED DEPRECIATION<br />
AND PROVISIONS (€ thousands) 31/12/03<br />
Changes<br />
in scope<br />
Increase Decrease<br />
Other<br />
changes<br />
31/12/04<br />
Start-up costs (88) (4) (92)<br />
Software, concessions, patents (5,853) (136) (1,348) 165 50 (7,122)<br />
Other intangible assets (54) (20) (51) (125)<br />
TOTAL ACCUMULATED DEPRECIATION (5,994) (136) (1,372) 165 (1) (7,339)<br />
NOTE 5 > PROPERTY, PLANT EQUIPMENT (EXCLUDING EQUIPMENT FOR RENTAL)<br />
GROSS VALUE<br />
31/12/03<br />
Changes<br />
Increase Decrease<br />
Other<br />
(€ thousands) in scope changes<br />
31/12/04<br />
Lands 735 10 745<br />
Constructions 9,814 27 217 (44) 10,014<br />
Constructions held under capital 1,539 1,539<br />
TOTAL 12,088 27 227 (44) 12,298<br />
Installations, machinery & equipment 9,641 638 1,315 (359) (82) 11,153<br />
Other tangible assets 20,406 1,187 4,227 (579) 18 25,258<br />
Other tangible assets held<br />
under capital leases<br />
634 713 (32) 1,315<br />
Tangible assets under construction 289 50 (303) 36<br />
TOTAL 30,970 1,825 6,305 (970) (367) 37,762<br />
TOTAL GROSS VALUE 43,058 1,852 6,532 (1,014) (367) 50,060<br />
ACCUMULATED DEPRECIATION<br />
and provisions 31/12/03<br />
(€ thousands)<br />
Changes<br />
in scope<br />
Increase Decrease<br />
Other<br />
changes<br />
31/12/04<br />
Lands 0 0<br />
Constructions (2,114) 1 (908) 44 3 (2,974)<br />
Constructions held under capital (351) (77) (428)<br />
TOTAL (2,464) 1 (985) 44 3 (3,402)<br />
Installations, machinery & equipment (7,270) (392) (951) 290 65 (8,258)<br />
Other tangible assets (13,732) (933) (2,464) 526 8 (16,595)<br />
Other tangible assets held<br />
under capital leases<br />
(584) (118) 32 (670)<br />
TOTAL (21,586) (1,325) (3,533) 848 73 (25,524)<br />
TOTAL ACCUMULATED<br />
DEPRECIATION<br />
(24,051) (1,324) (4,518) 892 76 (28,926)<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 69
NOTE 6 > LONG-TERM INVESTMENTS<br />
NET VALUE<br />
31/12/03<br />
Changes<br />
Increase Decrease<br />
Other<br />
(€ thousands) in scope changes<br />
31/12/04<br />
Non consolidated investments 1,160 777 2,712 (2,728) 53 1,975<br />
Receivables from non consolidated<br />
investments<br />
455 (446) (9) 0<br />
Non consolidated investments 2,311 (26) 2,285<br />
Other long-term investments 332 178 (205) 305<br />
Provision for depr. of investments (68) (8) (76)<br />
Provision depr. for related receivables (445) 445 0<br />
Provision for loan impairment (7) 1 (6)<br />
NET TOTAL 3,738 777 2,882 (2,959) 44 4,482<br />
The list of non-consolidated companies at 31 December 2004 is as follows :<br />
COMPANIES (€ thousands) Held by %<br />
PICO 449 <strong>GL</strong> events NS<br />
Palais des congrès de Nantes 76 <strong>GL</strong> Mobilier 2 %<br />
Lille Grand Palais 301 <strong>GL</strong> events 8 %<br />
Olympique Lyonnais 500 <strong>GL</strong> events 0.75 %<br />
<strong>GL</strong> United Kingdom 404 <strong>GL</strong> events 100 %<br />
Divers 244<br />
TOTAL 1,975<br />
NOTE 7 > EQUIPMENT FOR RENTAL<br />
NET VALUE<br />
31/12/03<br />
Changes<br />
Increase Decrease<br />
Other<br />
(€ thousands) in scope changes<br />
31/12/04<br />
GROSS VALUE<br />
Equipment for rental 18,867 881 (2,075) 295 17,968<br />
Capitalized equipment for rental 77,476 3,045 19,792 (8,878) (2) 91,433<br />
Equipment for rental / capital leases 2,930 2,930<br />
TOTAL 99,273 3,045 20,673 (10,953) 293 112,331<br />
DEPRECIATION AND PROVISIONS<br />
Equipment for rental (5,397) (1,603) 1,110 (5,891)<br />
Capitalized equipment for rental (38,844) (13,745) 6,603 (81) (46,067)<br />
Equipment for rental / capital leases (2,115) (360) (2,475)<br />
TOTAL (46,356) (15,708) 7,713 (81) (54,433)<br />
NET VALUE 52,917 3,045 4,965 (3,240) 212 57,898<br />
At 31 December 2004, the item “Equipment for rental” included a positive valuation difference of €156,000.<br />
70 > 2004 ANNUAL REPORT <strong>GL</strong> events
NOTE 8 > INVENTORIES AND WORK IN PROGRESS<br />
(€ thousands) 31/12/04 31/12/03<br />
Consumables 7,562 7,593<br />
Work in progress 5,819 3,802<br />
Goods for resale 892 713<br />
TOTAL GROSS 14,273 12,108<br />
PROVISION (740) (763)<br />
NET TOTAL 13,533 11,345<br />
NOTE 9 > TRADE RECEIVABLE AND RELATED ACCOUNTS<br />
(€ thousands) 31/12/04 31/12/03<br />
Trade receivables 98,291 89,414<br />
Provisions (5,984) (5,298)<br />
NET TOTAL RECEIVABLES 92,308 84,116<br />
NOTE 10 > OTHER ACCOUNTS RECEIVABLE<br />
(€ thousands) 31/12/04 31/12/03<br />
Advances and deposits paid 766 988<br />
Social security receivables 509 439<br />
Tax receivables 12,528 10,384<br />
Current accounts non consolidated companies 5,517 5,399<br />
Other trade receivables and misc. receivables 6,275 2,619<br />
Provision for current accounts (35) (287)<br />
Provision for other receivables (322) (423)<br />
TOTAL 25,238 19,119<br />
NOTE 11 > DEFERRED AND CURRENT TAXES<br />
The evolution of the tax expense is as follows:<br />
(€ thousands) 31/12/04 31/12/03<br />
Profit before tax<br />
and amortization of goodwill<br />
24,595<br />
23,007<br />
Current taxes on profit 8,493 7,974<br />
Deferred taxes (590) 111<br />
TOTAL TAX CHARGE 7,903 8,085<br />
TAX RATE (%) 32.13 % 35.14 %<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 71
The tax calculation is as follows :<br />
Profit before tax 22,671<br />
Tax rate in France not including 3.3 % contribution 34.33 %<br />
THEORETICAL TAX 7,783<br />
Tax deducted/added back to income 302<br />
Amortization of goodwill 651<br />
Differences in tax rates (148)<br />
Companies included in the tax group but not consolidated<br />
and other tax group adjustments<br />
3.30 % contribution 125<br />
Non-taxed companies (904)<br />
Unrecognised tax losses 77<br />
17<br />
ACTUAL TAX CHARGE 7,903<br />
BREAKDOWN OF THE CORPORATE TAX CHARGE Taxable profit Corresponding Effective Net profit<br />
BETWEEN EBIT & EXCEPTIONAL PROFIT / (LOSS) or loss tax charge tax rate or loss<br />
(€ thousands)<br />
Income before exceptional items for French companies 19,880 (7,361) 37.03 % 12,519<br />
Income before exceptional items for foreign companies 6,024 (1,050) 17.43 % 4,974<br />
Exceptional profit or loss (1,309) 508 38.80 % (801)<br />
Income before amortization of goodwill 24,595 (7,903) 32.13 % 16,692<br />
Amortization of goodwill (1,924) (1,924)<br />
CONSOLIDATED NET PROFIT 22,671 (7,903) 34.86 % 14,768<br />
DEFERRED TAX ASSETS<br />
AND LIABILITIES<br />
(€ thousands)<br />
Deferred tax assets 2,285 2,089<br />
Deferred tax liabilities in the individual<br />
financial statements<br />
(1,589) (1,387)<br />
Consolidated deferred tax liabilities (746) (835)<br />
Charges in Profits or<br />
31/12/04 31/12/03 scope &<br />
translations<br />
(charges)<br />
2004<br />
adjustments<br />
DEFERRED TAX ASSETS (LIABILITIES) NET (50) (132) (506) 590<br />
DEFERRED TAX ASSETS AND LIABILITIES<br />
BY NATURE<br />
(€ thousands)<br />
Charges in Profits or<br />
31/12/04 31/12/03 scope &<br />
translations<br />
(charges)<br />
2004<br />
adjustments<br />
Gain on investments deferred over 13 years (1,124) (1,387) 263<br />
Deferred depreciation (466) (466) 0<br />
Losses carried forward 959 912 (51) 98<br />
Provisions (279) (291) 12<br />
Capital leases (26) (75) 49<br />
Deferred charges 11 (181) 192<br />
Post-retirement benefits 532 474 11 47<br />
“Organic” fund and social housing tax 204 186 10 8<br />
Employee profit sharing 284 405 (121)<br />
Deferred amortization (228) (255) (11) 38<br />
Others 83 79 4<br />
TOTAL (50) (132) (506) 590<br />
72 > 2004 ANNUAL REPORT <strong>GL</strong> events
Group loss carried-forwards not taken into account in the calculation of the deferred taxes totalled<br />
€1,408,000. This represents an unrecognised deferred tax of €390,000 on the basis of a 16 % tax rate for<br />
the subsidiary <strong>GL</strong> Hong Kong and 33.83% for other subsidiaries.<br />
NOTE 12 > ACCRUED LIABILITIES<br />
(€ thousands) 31/12/04 31/12/03<br />
Prepaid expenses 3,175 2,933<br />
Deferred charges 5,504 3,892<br />
TOTAL 8,679 6,825<br />
NOTE 13 > SHORT-TERM INVESTMENTS, CASH AND CASH EQUIVALENTS<br />
(€ thousands) 31/12/04 31/12/03<br />
Gross short-term investments 58,484 44,056<br />
Provisions (93) (152)<br />
Net short-term investments 58,391 43,904<br />
Cash and cash equivalents 15,852 11,735<br />
NET TOTAL 74,243 55,639<br />
The net asset value of short-term investment securities at 31 December was €58,391,000 and corresponds<br />
to net book value after impairment.<br />
The portfolio at 31 December 2004 is as follows:<br />
(€ thousands)<br />
Money market funds 56,912<br />
French equities 477<br />
Treasury stock (market making agreement) 201<br />
Investment accounts 894<br />
TOTAL 58,484<br />
NOTE 14 > CONSOLIDATED SHARE CAPITAL AND RESERVES<br />
The board of directors' meeting of 5 March 2004 enacted the capital increase of €500,000 through the cash<br />
contribution resulting from the exercise of 125,000 stock options.<br />
The board of directors' meeting of 3 December 2004 enacted the capital increase of €189,200 through the<br />
cash contribution resulting from the exercise of 47,300 stock options.<br />
At 3 December 2004, the resulting share capital was €54,336,412, divided into 13,584,103 shares with<br />
at €4 per share.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 73
Between 3 December 2004 and 31 December 2004, 136,500 stock options were exercised resulting in a<br />
capital increase of €546,000.<br />
At 11 March 2005 the share capital was €54,882,412 divided into 13,720,603 shares at €4 per share.<br />
All the 620,000 stock options voted by the shareholders' meetings of 3 October 1998 and 10 December<br />
2001, had been granted on 31 December 2004. Out of these 620,000 options, on 11 March 2005 394,500<br />
had been exercised and 191,500 remained outstanding.<br />
NOTE 15 > COMMITMENTS AND CONTINGENCIES<br />
(€ thousands) 31/12/03<br />
Decrease<br />
Changes Amount Amount Other<br />
in scope Increase used umused charges<br />
31/12/04<br />
Prov. for employee-related risks 397 396 (22) (179) (2) 590<br />
Provision for tax risk 603 361 (32) (8) 924<br />
Provision for post retirement 1,382 31 240 (80) (2) 1,571<br />
benefits<br />
Other commitments & contingencies 1,723 389 650 (837) (379) (2) 1,544<br />
TOTAL 4,105 420 1,647 (971) (568) (4) 4,629<br />
Operating allowances & reversals 697 (548) (415)<br />
Financial allowances & reversals (15) (4)<br />
Exceptional 950 (408) (149)<br />
allowances & reversals<br />
NOTE 16 > LOANS AND FINANCIAL DEBTS<br />
(€ thousands)<br />
31/12/03<br />
Changes Increase of Reimb. of Other<br />
in scope med term med term changes<br />
31/12/04<br />
Loans on real estate 1,187 (91) 1,096<br />
leasing agreements<br />
Borrowings and financial bebt 84,633 223 50,263 (23,663) (42) 111,415<br />
Capital leases 648 713 (322) 1,039<br />
Other financial debts 593 8 80 681<br />
Employee profit sharing 1,350 166 (978) 538<br />
TOTAL BORROWINGS 88,411 232 51,221 (25,053) (42) 114,769<br />
AND FINANCIAL DEBT<br />
TOTAL SHORT-TERM FINANCIAL DEBT 10,853 829 (2,818) 19 8,883<br />
TOTAL FINANCIAL DEBT 99,264 1,061 51,221 (27,871) (23) 123,652<br />
Short-term investment securities (43,904) (14,487) (58,391)<br />
Cash and equivalents (11,735) (1,275) (3,136) 294 (15,852)<br />
CASH AND BANK BALANCES (55,639) (1,275) (17,623) 0 294 (74,243)<br />
NET FINANCIAL DEBT 43,625 (214) 33,598 (27,871) 271 49,410<br />
74 > 2004 ANNUAL REPORT <strong>GL</strong> events
The breakdown by foreign currencies of the financial debts can be presented as follows :<br />
(€ thousands)<br />
Med. term Short term<br />
equivalents<br />
Cash and Net debt<br />
TOTAL EURO ZONE 112,675 8,883 (68,457) 53,102<br />
US dollar (1,791) (1,791)<br />
Canadian dollar (252) (252)<br />
Swiss franc (290) (290)<br />
Pound 2,094 (2,824) (730)<br />
Hong Kong dollar (629) (629)<br />
TOTAL FOR OTHER AREAS 2,094 (5,786) (3,692)<br />
TOTAL 114,769 8,883 (74,243) 49,410<br />
NOTE 17> MATURITIES OF BORROWINGS AND DEBTS<br />
Amounts due Amounts due Amounts due<br />
(€ thousands) 31/12/04 in less than<br />
1 year<br />
in more than 1year<br />
less than 5 years<br />
in more than<br />
5 years<br />
Loans on real estate leasing agreements 1,096 95 431 570<br />
Borrowings and financial debt 111,415 26,692 73,960 10,763<br />
Capital leases 1,039 289 613 137<br />
Other financial debts 681 681<br />
Employee profit sharing 538 101 437<br />
Bank overdrafts 8,883 8,883<br />
TOTAL FINANCIAL DEBT 123,652 36,741 75,441 11,470<br />
Advances payments received 2,355 2,329 26<br />
Accounts payable 56,361 56,361<br />
Tax and social charges 38,734 38,734<br />
Other debts 16,935 15,168 1,767<br />
TOTAL OTHER LIABILITIES 114,385 112,592 1,793<br />
TOTAL 238,037 149,333 77,234 11,470<br />
NOTE 18 > ACCRUED EXPENSES<br />
(€ thousands) 31/12/04 31/12/03<br />
Deferred income 32,208 24,226<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 75
NOTE 19 > NET SALES AND OTHER REVENUE<br />
The distribution of net sales by division and region for the last two years is as follows:<br />
(€ thousands) 2004 2003<br />
Global services 199,972 187,492<br />
Permanent and semi-permanent realisations 73,123 92,682<br />
Venue & Event management 82,379 59,587<br />
TOTAL 355,474 339,761<br />
France 249,500 270,439<br />
Other European countries 92,154 46,974<br />
Other countries 13,820 22,348<br />
TOTAL 355,474 339,761<br />
Change in inventories is as follows:<br />
(€ thousands) 2004 2003<br />
Change in finished goods and work-in-process 1,049 (840)<br />
Capitalized production 6,154 7,371<br />
TOTAL 7,203 6,531<br />
NOTE 20 > OTHER OPERATING INCOME AND OTHER EXPENSES<br />
This item breaks down as follows:<br />
(€ thousands) 2004 2003<br />
Reduction in commitments and contingencies 963 1,037<br />
Reduction in provisions equipment for rental 1,110 303<br />
Other reductions / provisions on current assets 1,781 2,846<br />
Expense transfer 1,697 4,160<br />
Operating grants 5,115 1,034<br />
Other income 1,378 848<br />
TOTAL 12,045 10,228<br />
Operating grants correspond to amounts paid by authorities delegating the management of convention<br />
or exhibitions centers. In exchange, the operating companies pay higher lease payments recorded as<br />
external charges.<br />
Other expenses consist notably of uncollectible receivables.<br />
76 > 2004 ANNUAL REPORT <strong>GL</strong> events
The breakdown of charges for depreciation and provisions is as follows :<br />
(€ thousands) 2004 2003<br />
Depreciation charge on fixed assets (5,877) (5,710)<br />
Depreciation charge on equipment for rental (15,708) (13,561)<br />
Increase in commitments and contingencies (697) (539)<br />
Amortisation of deferred charges (688) (175)<br />
Inrease in prov. doubtful debts & other current assets (2,375) (2,025)<br />
TOTAL (25,345) (22,010)<br />
NOTE 21 > OTHER PURCHASES AND EXTERNAL CHARGES<br />
"Other purchases and external charges" breaks down as follows :<br />
(€ thousands) 2004 2003<br />
Non-stock purchases (39,805) (44,559)<br />
Subcontracting and external personal (96,682) (89,683)<br />
Equipment and property rental (28,363) (23,814)<br />
Transport, travel and entertainment expenses (16,826) (15,243)<br />
Other purchases and external charges (33,692) (32,252)<br />
TOTAL (215,368) (205,551)<br />
NOTE 22 > OPERATING PROFIT BY BUSINESS<br />
The breakdown of operating profit by business for the last two years is as follows :<br />
(€ thousands) 2004 2003<br />
Global services 13,689 13,738<br />
Permanent and semi-permanent realisations 5,699 5,508<br />
Venue and event management 8,864 6,741<br />
TOTAL 28,252 25,987<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 77
NOTE 23 > NET FINANCIAL EXPENSE<br />
Financial expense breaks down as follows :<br />
(€ thousands) 2004 2003<br />
Financial provisions written back to income 154 1,008<br />
Income from investments 399 387<br />
Currency gains 129 293<br />
Net income / disposal of short-term investments 739 621<br />
Other interest and financial income 766 1,001<br />
TOTAL FINANCIAL INCOME 2,187 3,311<br />
Interest on long and medium term debt (2,516) (2,565)<br />
Interest on capital leases (73) (79)<br />
Other interest (1,128) (1,611)<br />
Currency losses and translation differences (387) (371)<br />
Other financial charges (284) (341)<br />
Adjustments in provisions and amortizations (146) (503)<br />
TOTAL OF FINANCIAL EXPENSE (4,534) (5,470)<br />
NET FINANCIAL EXPENSE (2,347) (2,159)<br />
NOTE 24 > EXCEPTIONAL PROFIT OR LOSS<br />
The exceptional profit or loss for the last two years is as follows :<br />
(€ thousands) 2004 2003<br />
Income on disposal of tangible and intangible assets 145 163<br />
Income on disposal of investments 1,865 173<br />
Income from management operations 287 229<br />
Exceptional provisions written back to income 1,390 580<br />
and charge transfers<br />
TOTAL EXCEPTIONAL INCOME 3,687 1,146<br />
Net book value of tangible and intangible assset disposals (112) (210)<br />
Net book value of investment disposal (2,395) (197)<br />
Other exceptional expenses on capital investments (529) (117)<br />
Exceptional expenses from management operations (1,325) (831)<br />
Extraordinary appropriations for amortizations and reserves (635) (611)<br />
TOTAL EXCEPTIONAL EXPENSES (4,996) (1,966)<br />
EXCEPTIONAL PROFIT / (LOSS) (1,309) (820)<br />
Exceptional charges from management operations correspond to tax and employee-related litigation<br />
expenses.<br />
78 > 2004 ANNUAL REPORT <strong>GL</strong> events
NOTE 25 > NUMBER OF EMPLOYEES<br />
BREAKDOWN BY STRATEGIC BUSINESS UNIT 2004 2003<br />
Global services 1,333 1,272<br />
Permanent and semi-permanent realisations 446 561<br />
Venue and event management 351 252<br />
TOTAL 2,130 2,085<br />
BREAKDOWN BY FUNCTION 2004 2003<br />
Sales representatives 461 440<br />
Office workers 320 317<br />
R&D staff 136 126<br />
Technicians 493 414<br />
Production 370 420<br />
Work site 350 368<br />
TOTAL 2,130 2,085<br />
BREAKDOWN BY CATEGORY 2004 2003<br />
Senior executives 55 65<br />
Managers 523 466<br />
Employees 487 445<br />
Supervisors 512 475<br />
Manual workers 552 634<br />
TOTAL 2,130 2,085<br />
NOTE 26 > REMUNERATION OF OFFICERS AND DIRECTORS<br />
Remuneration of members of the board of directors and the executive committee (refer to the section on<br />
corporate governance for the list of members) during the period totalled €1,809,000. There are no pension<br />
liabilities or comparable benefits in favour of current and former directors and officers. In addition, no<br />
advances or credit facilities have been granted to directors and officers.<br />
NOTE 27 > OFF-BALANCE SHEET COMMITMENTS<br />
TABLE OF COMMITMENTS<br />
CATEGORIES OF COMMITMENTS (€ thousands)<br />
Total<br />
Other<br />
investments<br />
Others<br />
COMMITMENTS GIVEN<br />
> Security guaranteeing short and medium-term loans<br />
> Joint security, miscellaneous guarantees 42 42<br />
> Undrawn credit facilities<br />
TOTAL 42 42<br />
COMMITMENTS RECEIVED<br />
None<br />
In compliance with the principles for the presentation of notes, off-balance sheet commitments between<br />
consolidated companies are not indicated here.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 79
CONCESSION ROYALTIES AND PROPERTY LEASE PAYMENTS -<br />
NON-CANCELLABLE PORTIONS<br />
(€ thousands) < 1 YEARS 1 - 5 YEARS > 5 YEARS<br />
Exhibition and convention centers : lease payment 6,535 23,507 17,323<br />
Financial compensation (5,000) (20,000) (9,651)<br />
Property leases 7,553 12,966 1,125<br />
In addition, concession agreements provide for the payment of lease payments corresponding to variable<br />
amounts generally based on pre-tax earnings.<br />
DEBTS GUARANTEED BY COLLATERAL<br />
CONCERNED ITEMS (€ thousands) Guarantee debts Nature of the guarantee<br />
> Bank loans 175<br />
> Bank loans 1,064<br />
Pledge<br />
of goodwill<br />
Pledge of financial<br />
instruments<br />
TOTAL<br />
Amount Total %<br />
TYPE OF PLEDGES/<br />
Beginning Expiration of pledge balance correspond.<br />
MORTGAGES<br />
of pledge of pledge assets sheet (a)/(b)<br />
(€ thousands) (a) amounts (b)<br />
On tangible assets<br />
(goodwill)<br />
1998 à 2000 2005 175 106,168 0.2 %<br />
On tangible assets None 79,032<br />
On financial assets None 4,482<br />
TOTAL 175 189,682 0.1 %<br />
NOTE 28 > OTHER RISKS<br />
FOREIGN EXCHANGE RISKS<br />
Most of <strong>GL</strong> events’ purchases are in France or Euroland countries. As such, it is not subject to foreign<br />
exchange risk for most of its business.<br />
As regards major international contracts, specific attention is paid to foreign exchange risk, and hedging<br />
is used on a case-by-case basis.<br />
Foreign subsidiaries do not generate a regular flow of business that could constitute a structural risk.<br />
Expenses incurred by foreign subsidiaries are local charges, most of which are paid in the same currency<br />
as the currency of the customer's payment.<br />
The equipment of foreign subsidiaries consists of durable goods (structures, platforms, screen walls,<br />
furniture, etc.). <strong>GL</strong> events is always able to transfer them to another structure without their intrinsic value<br />
being reduced as a result of the fluctuation of foreign currency rates.<br />
As a result, foreign exchange risk is considered moderate.<br />
80 > 2004 ANNUAL REPORT <strong>GL</strong> events
CURRENCY OF ORIGIN (€ thousands) US$ CA$ <strong>GB</strong>P CHF HK$<br />
BALANCE SHEET<br />
> Assets in foreign currency 3,992 395 30,536 640 2,837<br />
> Liabilities in foreign currency (748) (395) (9,678) (704) (2,177)<br />
NET POSITION BEFORE MANAGEMENT 3,244 0 20,858 (64) 660<br />
OFF BALANCE SHEET - - - - -<br />
NET POSITION AFTER MANAGEMENT 3,244 0 20,858 (64) 660<br />
INTEREST RATE, CREDIT AND EQUITY MARKET RISKS<br />
The management of risks related to treasury activities and foreign exchange rates is subject<br />
to strict rules defined by the group management. According to these rules, the Finance Department<br />
systematically pools liquid assets, positions and the management of financial instruments. Management<br />
is assured through a cash department responsible for daily monitoring of limits, positions and results.<br />
Most debt is indexed on three-month rates. Occasionally, all or some of the variable-rate long-term debt<br />
may be hedged. Risk is considered low given the volume of the debt, market forecasts and the amounts<br />
already hedged.<br />
Net floating-rate debt is presented in the table below.<br />
Total debt :<br />
CHARACTERISTICS OF SECURITIES Fixed / average Recourse<br />
ISSUED OR DEBT CONTRACTED floatingrate debt Term to<br />
< one year hedging<br />
> Medium-term fixed rate debt that<br />
may become variable on rolling floating rate 1,443 2006 yes<br />
3 month Telerate 20052<br />
> Medium-term debt indexed on<br />
1, 3 and 12 month Euribor<br />
floating rate 88,924 2005 - 2010 partial<br />
> Medium-term debt/Libor floating rate 8,197 2007 - 2011 partial<br />
> Other medium term debt fixed rate 824 2005 & 2006 no<br />
> Capital lease debt /<br />
Euribor 3 month<br />
floating rate 868 2012 & 2016 no<br />
Other capital lease debt fixed rate 1,075 2006 - 2012 no<br />
Other borrowings floating rate 828 2005 - 2009 no<br />
Short-term cash floating rate 8,883 yes<br />
TOTAL 111,042<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 81
Net average debt interest<br />
INTEREST RATE RISK AT 31/12/04 Balance at<br />
bearing maturing in :<br />
FOR AVERAGE FLOATING 31/12/04<br />
more<br />
RATE DEBT<br />
less than 1 year 1 - 5 years than 5 years<br />
(€ thousands)<br />
BALANCE SHEET<br />
FINANCIAL ASSETS - - - -<br />
FINANCIAL LIABILITIES<br />
> Medium-term fixed rate than may<br />
become variable on sliding 2,143 1,443 65<br />
3 month Telerate 20052<br />
> Medium-term indexed on<br />
1, 3 or 12 month Euribor<br />
100,684 88,924 35,813 3,811<br />
> Medium term indexed on Libor 7,483 8,197 4,834 1,127<br />
> Capital leases indexed on 3 month Euribor 906 868 664 72<br />
> Other borrowing 1,219 828 87<br />
> Bank facilities 8,883 8,883<br />
NET POSITION BEFORE MANAGEMENT 121,318 109,143 41,463 5,010<br />
HEDGING INSTRUMENTS 57,143 71,268 3,773<br />
NET POSITION AFTER MANAGEMENT 64,175 37,875 37,390 5,010<br />
At 31/12/2004 a swap, three euribor swaps and four euribor 3 month tunnels were contracted. These<br />
instruments will reach maturity in January 2006. After 31/12/2004, three Euribor 3 month tunnels were<br />
implemented maturing in January 2007.<br />
Average net floating rate current debt not hedged represents €37,875,000 or 35% of the total. If the benchmark<br />
rate increases (Euribor 3 month) 1%, the increase net of tax of interest expense in 2004 would be<br />
€249,000 or 10% of 2004 interest expense. Given the money market funds of €56,912,000 which also covers<br />
part of this risk, exposure to interest rate risk is considered low.<br />
The group also holds shares in publicly traded companies whose total market value fluctuates along with<br />
stock market prices, the valuation of the respective activity sectors to which these companies belong and<br />
the economic and financial data specific to each of the companies. Because the amount of these holdings<br />
is insignificant, it does not give rise to significant risks.<br />
The net value of the equity portfolio is presented in the table below.<br />
EQUITY MARKET RISK AT 31/12/04 (€ thousands) France Other markets<br />
EQUITY INVESTMENTS<br />
<strong>GL</strong> events treasury shares (market making contract) 201<br />
- Nouveau Marché shares 358<br />
- Marché libre shares 44<br />
NET POSITION BEFORE MANAGEMENT 603 -<br />
OFF BALANCE SHEET -<br />
NET POSITION AFTER MANAGEMENT 603<br />
RISK ON BANKING COVENANTS<br />
Some of the group's long-term debt, €81,888,000 at year-end or 73% is subject to bank covenants.<br />
These ratios are monitored on a semi-annual basis. Data at 31 December 2004 is already below the<br />
existing trigger levels. In consequence, risks concerning bank covenants are considered marginal.<br />
82 > 2004 ANNUAL REPORT <strong>GL</strong> events
Three ratios are to be respected under the terms of these bank covenants:<br />
Ratio 1 : Net debt/equity or medium-and long-term debt/equity or medium-long-term debt - current portion/equity<br />
must be less than or equal to an amount ranging between 100% and 133% according to the<br />
contracts.<br />
Ratio 2 : Medium-long-term debt excluding the current portion or net debt must be less than or equal to<br />
an amount ranging between 3.5 and 4 years of cash flow according to the contract.<br />
Ratio 3 : Equity / Total balance sheet must be greater than 25%.<br />
Net debt corresponds to the following consolidated balance : medium-long-term borrowings + bank<br />
facilities – marketable securities– cash and cash equivalents. These items are detailed in note 16 to the<br />
consolidated financial statements and represented a total amount of €49,410,000 at year-end.<br />
Long-term debt totalled €114,769,000 at 31/12/2004.<br />
Long-term debt less the current portion totalled €89,911,000 at 31/12/2004.<br />
Shareholders' equity corresponded to the following consolidated balance sheet items: share capital +<br />
consolidated reserves + translation adjustments + profit of the period + and/or minority interests. These<br />
items represented a total of €131,798,000 at year-end.<br />
The total balance sheet at 31/12/2004 was €409,008,000.<br />
Cash flow is analysed in the consolidated cash flow statement and at year-end totalled €38,843,000.<br />
At 31 December 2004 consolidated ratios were as follows :<br />
Ratio 1 : - Net debt / equity = 37.5%<br />
- Long-term debt excluding current portion/ equity = 65.9%<br />
- Long-term debt / equity = 87.1%<br />
Ratio 2 : - Net debt / cash flow = 1.27<br />
- Medium and Long-term debt excluding current portion/ cash = 2.24<br />
- Medium and long-term debt / cash flow = 2.95<br />
Ratio 3 : - Equity/ total assets = 32.22%<br />
CLIENT RISKS<br />
Client risks are low for three reasons.<br />
> <strong>GL</strong> events’ service-oriented culture has focused on satisfying the needs of its clients. Beyond the<br />
purely contractual relationships with its clients, <strong>GL</strong> events believes that the anticipation of needs, the<br />
flexibility of teams, creativity, and the need to always keep project deadlines to strengthen its long-term<br />
relationships with organizers, exhibitors and other client enterprises.<br />
> The quality of the rented equipment that <strong>GL</strong> events is able to use for an event and its focus on<br />
compliance with existing standards.<br />
> The balanced client mix. Over the year 2004, 4 clients alone represented more than €10 million in net<br />
sales, 7 accounted for between €2 and 10 million, and 5 clients between €1.1 and 4 million. The top ten<br />
clients represented 22% of consolidated 2004 net sales (compared to 27% in 2003, 26% in 2002 and<br />
20% in 2001), the top fifteen clients represented 25 % of consolidated 2004 net sales.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 83
SOURCING RISKS<br />
Sourcing risks are low. The first category of suppliers is comprised of subcontractors who furnish <strong>GL</strong><br />
events’ teams additional labour for events while in all cases, engineering, supervision and technical<br />
supervision remains under the direct responsibility of <strong>GL</strong> events.<br />
Among the other significant suppliers (textile, carpets, wood, structure, etc.) there is no position that<br />
could have a significant impact on the group's development.<br />
The impact of variations in the price of oil on the cost of transport and other raw materials do not entail<br />
a major risk for operations.<br />
BUSINESS RISKS<br />
From the selection of investments to the modus operandi used to implement projects, <strong>GL</strong> events’ internal<br />
policy is to control and master the risks assumed, both with the personnel involved and the public that<br />
will use the facilities.<br />
Accordingly, special attention is paid to the preparation of projects and anticipating potential problems.<br />
In the case of certain activities involved building facilities to receive the public, safety committees are<br />
required in all cases.<br />
For the installations of platforms, inspection by an independent outside entity is requested in all cases.<br />
<strong>GL</strong> events undertakes to satisfy its clients’ needs by furnishing services that, taken independently and as<br />
a whole, meet the standards of each trade and must be used in accordance with established rules. It is<br />
the responsibility of clients to ensure that these rules of usage are complied with during events. <strong>GL</strong><br />
events insures its liability through a group civil liability policy.<br />
In addition, business risk must be assessed by taking account of the seasonal nature of the activity and<br />
the diverse geographic locations of projects implemented.<br />
Overall, business risk is deemed to be low.<br />
MARKET RISKS<br />
The markets of fairs, exhibitions and events is based on the need for people to meet in order to exchange<br />
and share knowledge, leisure, points of view, etc.. We believe that new communications means such<br />
as the Internet and cell phones reinforce (rather than reduce) the need for meetings. Trade shows and<br />
exhibitions is a largely recurring market and the major events benefit from promotion by the development<br />
of media.<br />
Labour disputes, conflicts and epidemics may occasionally prevent events from taking place.<br />
<strong>GL</strong> events bases its activities and its assets in countries deemed to be stable politically and economically.<br />
The possibility of transferring assets from one country to another and the frequent international nature<br />
of clients reduce risks in the event that problems arise.<br />
Structurally, this risk is deemed low.<br />
LEGAL AND FISCAL RISKS<br />
In the normal course of its activities, the group is a party in a number of legal proceedings and disputes.<br />
Although the final outcome of these procedures cannot be ascertained with certainty, the group believes<br />
that the charges that may result therefrom, and the corresponding amounts, are covered by provisions for<br />
contingencies and commitments.<br />
The obligations that could result from the settlement of these disputes should not have a significant<br />
adverse effect on the group’s financial position or consolidated earnings.<br />
EMPLOYEE-RELATED RISKS<br />
<strong>GL</strong> events' business is not subject to specific employee-related risks. Processes and controls, particularly<br />
concerning employment, are well managed and comply with industry standards.<br />
The group is a defendant in a limited number of employee-related suits. While the outcome of these<br />
procedures is not known, adequate provisions have been made to cover the eventual risks at levels that<br />
will not adversely affect the group's financial situation.<br />
There were no employee-related disputes in year 2004.<br />
84 > 2004 ANNUAL REPORT <strong>GL</strong> events
INDUSTRIAL AND ENVIRONMENTAL RISKS<br />
<strong>GL</strong> events manages the elements necessary to its operation in accordance with regulations in effect. As<br />
<strong>GL</strong> events’ activities are geared towards the provision of services, the company has not identified any<br />
major environmental risks.<br />
SUBCONTRACTING<br />
Group customers are the end users of the services provided. <strong>GL</strong> events systematically works under its<br />
own responsibility. Article 1 of Law No. 75-1334 of 31/12/75 defines subcontracting as "an action whereby<br />
a contractor subcontracts under its responsibility to another party referred to as the subcontractor all<br />
or part of the performance of the works or public procurement contract with the project owner". In other<br />
words, it is "the action whereby a contractor charges another party to perform on its behalf according to<br />
certain specifications a portion of the production and services for which it retains final financial responsibility".<br />
In consequence, subcontracting sales are not included in <strong>GL</strong> events sales.<br />
INSURANCE - COVERAGE OF POTENTIAL RISKS<br />
All of <strong>GL</strong> events’ risks are covered by co-insurers.<br />
The main insurance policies and insured amounts are as follows:<br />
> Civil liability :<br />
All damages included: €15 million per incident and per insurance year,<br />
Excess civil liability: all damages, €15 million per incident and per year in excess of the €15 million under<br />
the master policy.<br />
> Fire :<br />
Buildings: €42.8 million<br />
Rental equipment: €91 million<br />
Furniture, fittings and merchandise: €23.5 million<br />
Other material damages: €8.5 million<br />
Liability: €7.9 million<br />
Investments: €7.3 million<br />
Expenses and losses: €3.9 million<br />
> Automobile fleet:<br />
441 vehicles, 67 lorries and 117 trailers<br />
Insurance premium paid in 2004 totalled €4,218,000<br />
NOTE 29 > CASH FLOW STATEMENT<br />
For 2004, the net cash flow attributed to the acquisition and disposal of subsidiaries is as follows:<br />
Disbursements for shares acquired in the period (9,212)<br />
Disbursements for prior acquisitions and minority interests (460)<br />
Proceeds from the shale of subsidiaries<br />
Net cash provided from acquisitions 428<br />
NET CASH (9,244)<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 85
NOTE 30 > TREASURY STOCK<br />
Within the framework of the share buy-back program renewed by the general meeting of 30 November 2004,<br />
the following transactions were undertaken during the course of the 2004:<br />
31/12/2003 acquisitions disposals 31/12/2004<br />
Treasury stock 0 24,520 24,520 0<br />
Liquidity agreement<br />
for 50% of the float<br />
11,192 89,462 90,304 10,350<br />
At 2004 year-end, no treasury shares were held.<br />
The number of treasury shares held within the framework of the program destined to maintain the<br />
shares liquidity on the market at year-end was 10,350 acquired at an average share price of €18.91 and<br />
representing 0.08% of the capital.<br />
Execution fees incurred for these transactions totalled €21,343.<br />
NOTE 31 > SCOPE OF CONSOLIDATION<br />
COMPANIES<br />
PARENT COMPANY<br />
Registered office<br />
<strong>GL</strong> <strong>EVENTS</strong> Brignais 351 571 757 RCS Lyon<br />
Company trade controllig interest % ownership interest %<br />
register number 2004 2003 2004 2003<br />
FRENCH SUBSIDIARIES<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 />
Auvergne Événements<br />
Cournon<br />
d’Auvergne<br />
449 076 900 RCS Clermt Frd 52.00 52.00 52.00 52.00<br />
Auvergne Événements Cournon<br />
Spectacles<br />
d’Auvergne<br />
449 077 767 Rcs Clermt Frd 100.00 100.00 52.00 52.00<br />
La Boîte à Sons Villeurbanne 317 613 180 RCS Lyon 100.00 100.00 100.00 100.00<br />
BS Vision Saint-Nazaire 399 082 205 RCS St Nazaire 100.00 100.00 100.00 100.00<br />
BSI Paris 434 773 750 RCS Paris 100.00 100.00 100.00 100.00<br />
CEE Paris 393 255 765 RCS Paris 100.00 100.00 65.00 65.00<br />
Congrhealth.com Toulouse 432 364 586 RCS Toulouse 100.00 100.00<br />
Décorama Ivry sur Seine 612 036 996 RCS Creteil 100.00 100.00 100.00 100.00<br />
Esprit Public Lyon 384 121 125 RCS Lyon 100.00 100.00 65.00 65.00<br />
Europa Editions Toulouse 411 134 489 RCS Toulouse 100.00 100.00<br />
Europa Organisation Toulouse 342 066 727 RCS Toulouse 100.00 100.00 100.00 100.00<br />
Expo Service Côte d'Azur La Trinité 959 803 339 RCS Nice 100.00 100.00 100.00 100.00<br />
Expolok Bouaye 419 802 137 RCS Nantes (1) 100.00 (1) 100.00<br />
Fabric Expo Mitry Mory 379 666 449 RCS Meaux 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> Data Systems Brignais 332 866 730 RCS Lyon 100.00 79.15 100.00 79.15<br />
<strong>GL</strong> Espace & Décor Brignais 378 932 354 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 100.00 100.00 100.00 100.00<br />
Hall Expo Brignais 334 039 633 RCS Lyon 100.00 100.00 100.00 100.00<br />
ISF Exposition Basse Goulaine 342 784 873 RCS Nantes 100.00 100.00 100.00 100.00<br />
86 > 2004 ANNUAL REPORT <strong>GL</strong> events
COMPANIES<br />
Market Place<br />
Registered office<br />
Boulogne<br />
Billancourt<br />
Company trade controllig interest % ownership interest %<br />
register number 2004 2003 2004 2003<br />
780 853 162 RCS Nanterre 89.98 89.98<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 100.00 100.00 100.00 100.00<br />
Mont Expo Brignais 342 071 461 RCS Lyon 100.00 100.00 100.00 100.00<br />
Norexpo Villeneuve d'Ascq 457 510 089 RCS Roubaix 98.79 98.78 64.21 64.21<br />
Package Lyon 401 105 069 RCS Lyon 65.00 65.00 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 80.00 80.00 80.00 80.00<br />
Ranno Entreprise Chilly Mazarin 391 306 065 RCS Evry 100.00 100.00 100.00 100.00<br />
Regam Pont de Claix 059 500 991 RCS Grenoble 100.00 100.00 100.00 100.00<br />
SECIL Lyon 378 347 470 RCS Lyon 100.00 100.00 100.00 100.00<br />
SECCPB Toulouse 444 836 092 RCS Toulouse 100.00 100.00 100.00 100.00<br />
SF Protection Flixecourt 380 344 226 RCS Amiens 100.00 100.00 100.00 100.00<br />
Sodem System Lyon 438 323 776 RCS Lyon 100.00 100.00 100.00 100.00<br />
Sté d’Exploitation<br />
de Parcs d’Exposition<br />
Sté d’Exploitation<br />
Château de St Priest<br />
Paris 398 162 263 RCS Paris 100.00 100.00 100.00 100.00<br />
Brignais 453 100 562 RCS Lyon 100.00 100.00<br />
Standard Décoration Chasseneuil 333 954 873 RCS Poitiers 100.00 100.00 100.00 100.00<br />
du Poitou<br />
Toulouse Expo Toulouse 580 803 880 RCS Toulouse 87.19 87.19 87.19 87.19<br />
TP Avenir Lyon 378 455 166 RCS Lyon 91.43 91.43 59.43 59.43<br />
Vachon Gentilly 343 001 772 RCS Creteil 85.00 85.00 85.00 85.00<br />
FOREIGN SUBSIDIARIES<br />
ADM Estructuras Spain N/A 100.00 100.00 100.00 100.00<br />
Eastern Exhibition Iles Vierges N/A 100.00 100.00 100.00 100.00<br />
Services Ltd<br />
<strong>GL</strong> events Belgium Belgique N/A 100.00 100.00 100.00 100.00<br />
Générale Location Hong Kong N/A 100.00 100.00 100.00 100.00<br />
(Hong Kong) Ltd<br />
<strong>GL</strong> Australia Australia N/A (2) 100.00 (2) 100.00<br />
<strong>GL</strong> Canada Montreal N/A 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> Espana Spain N/A 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> events CCIB Spain N/A 80.00 80.00 80.00 80.00<br />
<strong>GL</strong> Furniture (Asia) Limited Hong Kong N/A 60.00 60.00 60.00 60.00<br />
<strong>GL</strong> events Greece Athens N/A 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> Malaysia Malaysia N/A (3) 100.00 (3) 100.00<br />
<strong>GL</strong> Middle East Dubai Jebel Ali N/A 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> events Suisse Geneva N/A 100.00 100.00 100.00 100.00<br />
<strong>GL</strong> UK United Kingdom N/A (3) 100.00 (3) 100.00<br />
<strong>GL</strong> events USA United States N/A 100.00 100.00 100.00 100.00<br />
JV Nikia Athens N/A 50.00 50.00 50.00 50.00<br />
JV Test Events Athens N/A 50.00 50.00 50.00 50.00<br />
JV Overlay Athens N/A 50.00 50.00<br />
JV Seatings Athens N/A 50.00 50.00<br />
Owen Brown United Kingdom N/A 100.00 100.00 100.00 100.00<br />
Temp A Store United Kingdom N/A 100.00 100.00<br />
<strong>GL</strong> events Portugal Portugal N/A 85.71 85.71 85.71 85.71<br />
Team Legend Hong Kong N/A 85.00 85.00 85.00 85.00<br />
(1) purchase merger by Montexpo 31/12/2004<br />
(2) Wound up 31/12/2004<br />
(3) Deconsolidated effective 01/01/2004<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 87
STATUTORY AUDITORS' REPORT ON<br />
THE CONSOLIDATED STATEMENTS<br />
FOR THE YEAR ENDED<br />
31 DECEMBER 2004<br />
Ladies and gentlemen,<br />
In compliance with the assignment entrusted to us by the shareholders' general meeting, we have<br />
audited the consolidated financial statements of <strong>GL</strong> events established in thousand of euros for<br />
theperiod ended 31 December 2004, as presented in this report.<br />
These consolidated financial statements were prepared by the board of directors. Our responsibility<br />
is to express an opinion on these financial statements based on our audit.<br />
OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS<br />
We conducted our audit in accordance with French professional standards. These standards require that<br />
we plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial<br />
statements are free from material misstatement. An audit includes examining, on a test basis, evidence<br />
supporting the amounts and disclosures in the consolidated financial statements. An audit also includes<br />
assessing the accounting principles used and significant estimates made by management, as well as evaluating<br />
the overall consolidated financial statement presentation. We believe that our audit provides<br />
a reasonable basis for our opinion.<br />
In our opinion, the consolidated accounts referred to above give a true and fair view of the group’s<br />
financial position, its assets and liabilities and the results of operations of the companies included in the<br />
consolidation for the year then ended.<br />
JUSTIFICATION OF OUR ASSESSMENTS<br />
Pursuant to the provisions of Article L.225-235, of the French Commercial Code defining our obligation to<br />
explain our assessments, we draw your attention to the following:<br />
Note 2.3.1 presents the accounting rules and methods governing the recognition of goodwill, their remeasurement<br />
at every balance sheet date and conditions concerning the recognition of impairment.<br />
As part of our assessments, we have ensured that the above-mentioned changes are justified and that their<br />
impacts are fairly presented in the consolidated financial statements.<br />
Our assessments on these matters are part of our audit approach regarding the consolidated financial<br />
statements taken as a whole and contribute to the formation of our unqualified audit opinion without<br />
comments expressed in the first part of this report.<br />
SPECIFIC PROCEDURES<br />
We have also reviewed, in accordance with French professional standards, the information contained in<br />
the group management report. We have nothing to report with respect to the fair presentation of such<br />
information and its consistency with the consolidated financial statements.<br />
Lyon and Villeurbanne , 31 March 2005<br />
THE AUDITORS<br />
André Fluchaire<br />
Jean-Paul Simoens<br />
88 > 2004 ANNUAL REPORT <strong>GL</strong> events
PARENT COMPANY FINANCIAL STATEMENTS<br />
for the year ended 31 December 2004
MANAGEMENT REPORT ON THE<br />
PARENT COMPANY FINANCIAL<br />
STATEMENTS<br />
A > REVIEW OF OPERATIONS FOR 2004, BALANCE SHEET AND INCOME STATEMENT<br />
Sales of <strong>GL</strong> events increased 24% from 13,8 M€ to 17.1 M€. The coordinating holding company's activity<br />
is remunerated through fees invoiced to subsidiaries. <strong>GL</strong> events pursued its growth through acquisitions<br />
of controlling interests in new companies and sustained growth by group subsidiaries.<br />
Significant events in the period included:<br />
> Acquisition of Market Place<br />
> Acquisition on 30 September 2004 of the 20.8% minority interests in <strong>GL</strong> Data Systems, thus increasing<br />
<strong>GL</strong> events’ stake to 100%.<br />
> Creation of two new subsidiaries, SECSP Château de St Priest and <strong>GL</strong> Hungary Kft<br />
> <strong>GL</strong> events’ subscription to the capital increase of <strong>GL</strong> events CCIB for €1.6 million<br />
These events are described in further details in note 1 to the consolidated financial statements.<br />
Group cash management contributed €0.2 million to financial income.<br />
B > SIGNIFICANT POST-CLOSING <strong>EVENTS</strong><br />
> Acquisition of a majority stake in PadovaFiere, the operating company that manages the Padua<br />
Exhibition Center in Italy along with its portfolio of trade shows and exhibitions.<br />
> <strong>GL</strong> events won the privatization bid for Hungexpo owner of the Budapest Exhibition Center <strong>GL</strong> events<br />
will acquire 77% of Hungexpo. With its Hungarian partner, TriGranit, a real estate developer, <strong>GL</strong> events<br />
will have an 80% stake in the Hungexpo holding company created for this purpose. The city of<br />
Budapest, a minority shareholder of Hungexpo, retains the option to sell the remaining 23% stake.<br />
> Acquisition of CHORUS, the operating company managing the Vannes Exhibition Center through a<br />
public service management agreement until 2010.<br />
> Creation of two new subsidiaries, <strong>GL</strong> events Services grouping support services and <strong>GL</strong> events SI to<br />
manage group information systems. The personnel assuring these functions were transferred to these<br />
new entities (13 to <strong>GL</strong> events SI and 36 to <strong>GL</strong> events SERVICES).<br />
C > OUTLOOK<br />
<strong>GL</strong> events, as the group’s management holding company, will in the future continue to assume the same<br />
functions without any particular changes.<br />
90 > 2004 ANNUAL REPORT <strong>GL</strong> events
D > PROPOSAL TO APPROPRIATE NET INCOME AND OTHER ITEMS OF BUSINESS<br />
APPROPRIATION OF NET INCOME<br />
A proposal will be made to the ordinary general meeting to approve the determination and appropriation<br />
of the distributable amounts.<br />
Determination of distributable amounts<br />
Net profit of the year €10,548,684.38<br />
Retained earnings €21,841,102.72<br />
Exceptional tax charge in retained earnings €(29,179.00)<br />
DISTRIBUTABLE INCOME €32,360,608.10<br />
Proposed income appropriation<br />
Legal reserve €527,434.22<br />
Dividends of 0.41 € per share (x 13 720 608 ) €5 625,449.28<br />
Exceptional tax charge to retainde earnings €(29,179.00)<br />
Retained earnings (including €4,395,800.88 coming from the net profit of the year) €26,236,903.60<br />
TOTAL €32,360,608.10<br />
The company’s equity capital, after appropriation of net income, would be €103,155,000.<br />
Pursuant to the law, dividends paid and the corresponding tax credit (avoir fiscal) for the past three years<br />
are presented below:<br />
YEARS Net dividend Tax credit (rate of 50 %)<br />
31/12/2001 0.28 € 0.14 €<br />
31/12/2002 0.32 € 0.14 €<br />
31/12/2003 0.37 € 0.18 €<br />
In compliance with the new provisions of article 243 bis of the French General Tax Code, the shareholders duly<br />
note that the breakdown of dividends deducted from earnings of the period ended 31 December 2004 eligible<br />
for the 50% tax deduction provide far under article 158 of the French General Tax Code is as follows :<br />
Shares Dividends eligible Dividends not eligible<br />
Registered Registered for a for a 50 %<br />
PERIOD shares held shares held 50 % tax deduction tax deduction<br />
by individuals by legal<br />
(*) entities<br />
31/12/04 €5,088,027 €2,086,091<br />
€8,632,581 €3,539,358<br />
(*) Under this heding are included by default bearer shares including those that may be held by legal entities.<br />
TRANSFERTS FROM THE “SPECIAL LONG-TERM CAPITAL GAINS RESERVE” TO ORDINARY RESERVES<br />
In compliance with the provisions of article 219 – IV paragraph 1 of the French General Tax Code, the board<br />
requests that you vote in favour transferring €1,667,157.86 from the “special long-term capital gains<br />
reserve” in the balance sheet at 31 December 2004 to “Other Reserves”.<br />
DISALLOWED DEDUCTIONS<br />
Pursuant to the provisions of Article 223 of the French General Tax Code, the financial statements for the year<br />
under review include a fraction of €23,931 not deductible according to the terms of article 39-4 of this code.<br />
RELATED-PARTY AGREEMENTS GOVERNED BY ARTICLES L. 225-38 ET SEQ. OF THE FRENCH<br />
COMMERCIAL CODE<br />
Pursuant to article L. 225-40 of the French Commercial Code, we ask that you approve the agreements<br />
referred to in article L. 225-38 of said Code and concluded or pursued during the year ended, after having<br />
been duly authorized by your board of directors.<br />
The auditors have been duly notified of these agreements that are described in their special report on<br />
related-party agreements.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 91
The board of directors duly requests that you approve the resolutions that will be submitted to the annual<br />
shareholders' meeting.<br />
ATTENDANCE FEES<br />
Shareholders are requested to allocate attendance fees of €85,000 in favour of members of the board of<br />
directors for 2005 and subsequent years until a new decision is issued.<br />
EQUITY INTERESTS AND CONTROLLING INTERESTS ACQUIRED IN THE PERIOD<br />
Equity interests acquired in the period included:<br />
More than 1/20 ème of the capital : none<br />
More than 1/10 ème of the capital : none<br />
More than 1/5 ème of the capital : <strong>GL</strong> Data Systems<br />
More than 1/3 of the capital :<br />
none<br />
More than 1/2 of the capital : MARKET PLACE (*)<br />
More than 2/3 of the capital :<br />
TEMP-A-STORE<br />
BIZ-BIZ (*)<br />
CREATIONS :<br />
<strong>GL</strong> events SERVICES<br />
<strong>GL</strong> events S.I.<br />
(*) After the purchase merger of BIZ-BIZ by Market Place SA, its subsidiary on 31 December 2004, <strong>GL</strong> events held 90% of Market<br />
Place’s capital.<br />
E > INVENTORY OF NEGOTIABLE SECURITIES (NET BOOK VALUE)<br />
SUBSIDIARIES AND EQUITY INTERESTS (FRENCH AND FOREIGN)<br />
The comprehensive list of French and foreign associates of <strong>GL</strong> is presented in the table of<br />
subsidiaries and equity interests.<br />
INVESTMENT SECURITIES<br />
FRENCH :<br />
<strong>GL</strong> events treasury shares held in connection with a<br />
market-making agreement : 50 % of the float<br />
Number of shares<br />
Total carrying value<br />
(€ thousands)<br />
10,350 201<br />
Nouveau Marché shares 358<br />
Marché libre 44<br />
Money market founds 56,159<br />
FOREIGN : -<br />
92 > 2004 ANNUAL REPORT <strong>GL</strong> events
F > FIVE-YEAR FINANCIAL HIGHLIGHTS<br />
(in euros except personnel data) 2000 2001 2002 2003 2004<br />
I. CAPITAL AT THE END OF THE YEAR<br />
a. Share capital 36,438,959 47,910,780 48,147,248 54,147,212 54,882,412<br />
b. Number of existing common shares 2,390,239 11,977,695 12,036,812 13,536,803 13,720,603<br />
c. Number of existing shares with priority<br />
dividends (without voting rights)<br />
d. Maximum number of shares to be created :<br />
d1. By conversion of bonds<br />
d2. By exercising subscription rights 532,393 532,393<br />
d3. By exercising 100,000 473,500 497,000 344,800 191,500<br />
warrants<br />
II. OPERATIONS AND INCOME FOR THE YEAR<br />
a. Pre-tax net sales 11,687,168 10,602,144 12,714,777 13,845,086 17,183,406<br />
b. Pre-tax inome, employee profit-sharing<br />
and depreciation allowance 27,113,349 7,788,187 6,752,175 7,597,761 12,722,918<br />
and provisions<br />
c. Tax and profits 9,071,181 (513,232) (939,063) (62,547) (305,750)<br />
d. Employee profit-sharing<br />
due for the year<br />
e. After-tax income, employee profit-sharing<br />
and depreciation allowance 14,903,880 8,426,239 6,599,471 7,220,473 10,548,684<br />
and provisions<br />
f. Distributed income 3,350,255 3,354,693 3,851,780 5,008,617 5,625,449<br />
III. EARNINGS PER SHARE<br />
a. After-tax income, employee profit-sharing,<br />
but before depreciation allowance 7.55 0.69 0.64 0.57 0.95<br />
and provisions<br />
b. After-tax income, employee profit-sharing,<br />
and depreciation allowance 6.23 0.70 0.55 0.53 0.77<br />
and provisions<br />
c. Dividend allocated to each share (1) 0.28 0.28 0.32 0.37 0.41<br />
IV. PERSONNEL<br />
a. Average staff employed 27 36 40 42 44<br />
during the year<br />
b. Year’s payroll 1,235,796 1,715,516 2,047,881 2,414,135 2,723,757<br />
c. Total of amounts paid for social<br />
benefits for the year 915,430 1,076,238 1,276,980 1,449,081 1,528,229<br />
(social security, social services, etc.)<br />
(1) Dividends reflect the division of the nominal value by five over the past five years.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 93
G > BALANCE SHEET<br />
Assets (€ thousands) Gross<br />
31/12/04<br />
31/12/03 31/12/02<br />
Deprec. & Net Net Net<br />
provisions<br />
FIXED ASSETS<br />
Intangible assets 4,285 (2,671) 1,614 969 999<br />
Plant, property, equipment 1,807 (957) 850 538 485<br />
Construction work in progress 249 0<br />
Equity interests 166,677 (2,146) 164,531 159,733 144,740<br />
Receivables from interests 18,063 (1,422) 16,641 18,766 17,972<br />
Other fixed securities 5,048 5,048 52 50<br />
195,880 (7,196) 188,684 180,307 164,246<br />
CURRENT ASSETS<br />
Inventories 117 117<br />
Advances and downpayments to suppliers 2 2 19 30<br />
Trade receivables 5,332 5,332 4,602 3,904<br />
Other receivables 3,154 (26) 3,128 2,084 1,599<br />
Short term investments 56,836 (75) 56,761 42,104 11,027<br />
Cash and cash equivalents 3,058 3,058 2,063 326<br />
68,499 (101) 68,398 50,872 16,886<br />
Accruals 268 268 566 495<br />
TOTAL ASSETS 264,647 (7,297) 257,350 231,745 181,627<br />
SHAREHOLDERS’ EQUITY & LIABILITIES (€ thousands) 31/12/04 31/12/03 31/12/02<br />
SHAREHOLDER’S EQUITY<br />
Share capital 54,882 54,147 48,147<br />
Additional paid-in capital 15,508 14,195 468<br />
Legal reserves 2,571 2,210 1,880<br />
Other reserves 25,271 23,447 21,011<br />
Net income of the year 10,549 7,220 6,599<br />
108,781 101,219 78,105<br />
Commitments and contingencies 577 435 539<br />
LIABILITIES<br />
Borrowings and financial debt 140,029 120,657 88,195<br />
Accounts payable 3,493 2,952 1,797<br />
Tax and employee-related liabilities 1,747 2,142 975<br />
Other liabilities 2,694 4,258 11,993<br />
147,963 130,009 102,960<br />
Accruals 29 82 23<br />
TOTAL SHAREHOLDERS’ EUITY & LIABILITIES 257,350 231,745 181,627<br />
94 > 2004 ANNUAL REPORT <strong>GL</strong> events
H > INCOME STATEMENT<br />
(€ thousands) 31/12/04 31/12/03 31/12/02<br />
Sales 17,183 13,845 12,715<br />
Other income 206 474 187<br />
OPERATING INCOME 17,389 14,319 12,902<br />
Nonstock purchases 117<br />
External charges (9,039) (7,608) (6,250)<br />
Taxes and duties (223) (182) (180)<br />
Salaries and social charges (4,252) (3,863) (3,325)<br />
Depreciation and provisions (1,319) (814) (659)<br />
Other operating expenses (34) (14) (14)<br />
OPERATING EXPENSES (14,750) (12,481) (10,400)<br />
OPERATING PROFIT 2,639 1,838 2,502<br />
Financial income 13,467 10,121 7,322<br />
Financial charges (5,380) (4,653) (4,103))<br />
NET FINANCIAL EXPENSE 8,087 5,468 3,219<br />
Exceptional income 2,424 415 142<br />
Exceptional charges (2,907) (563) (203)<br />
EXCEPTIONAL PROFIT / (LOSS) (483) (148) (61)<br />
Income tax (306) (62) (939)<br />
NET PROFIT 10,549 7,220 6,599<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 95
I > CASH FLOW STATEMENT<br />
(€ thousands) 31/12/04 31/12/03<br />
OPERATING ACTIVITIES<br />
NET PROFIT 10,549 7,220<br />
Adjustments to reconcile income (loss) to net cash<br />
provided by operating activities :<br />
- Depreciation, amortization and provisions 2,724 693<br />
- Expenses transferred to the deferred charges account 0 (339)<br />
- Net capital gains from disposal of assets (net of tax) 0 4<br />
OPERATING CASH FLOWS 13,273 7,578<br />
- Change in inventories (117)<br />
- Changes in trade and other receivables (1,908) (984)<br />
- Changes in current account receivables 2,251 (919)<br />
- Changes in trade and other payables (755) 2,935<br />
- Changes in current account payables 13,342 18,265<br />
CHANGES IN WORKING CAPITAL REQUIREMENTS 12,813 19,297<br />
NET CASH FLOWS PROVIDED<br />
BY OPERATING ACTIVITIES (A)<br />
26,086 26,875<br />
INVESTMENT ACTIVITIES<br />
Acquisition of tangible and intangible assets (1,705) (1,094)<br />
Disposal of tangible and itangible assets 1 220<br />
Acquisition of long-term investments (11,793) (15,183)<br />
Sales of long-term investments 0 196<br />
Changes in liabilities to fixed asset suppliers and payables on securities (49) (3,575)<br />
NET CASH USED IN<br />
INVESTING ACTIVITIES (B)<br />
(13,546) (19,437)<br />
FINANCING ACTIVITIES<br />
Amounts paid by shareholders in connection<br />
with capital increase<br />
2,048 19,727<br />
Dividends paid to shareholders (5,006) (3,834)<br />
Proceeds from new loans 23,290 25,025<br />
Repayment of loans (16,869) (15,830)<br />
NET CASH PROVIDED<br />
BY FINANCING ACTIVITIES (C)<br />
3,463 25,088<br />
CHANGE IN CASH (A + B + C) 16,003 32,526<br />
CASH & CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR (D) 43,663 11,137<br />
CASH & CASH EQUIVALENTS AT YEAR-END (A + B + C + D) 59,666 43,663<br />
96 > 2004 ANNUAL REPORT <strong>GL</strong> events
RESOLUTIONS SUBMITTED TO THE<br />
ANNUAL SHAREHOLDERS’ MEETING<br />
OF 20 MAY 2005<br />
FIRST RESOLUTION<br />
The shareholders, having reviewed the report of the board of directors and the report of the statutory<br />
auditors on the consolidated financial statements, approve the inventory, consolidated annual financial<br />
statements and notably, the balance sheet, income statement and notes to the financial statements for the<br />
period ended 31 December 2004, as presented, as well as the operations reflected in the financial<br />
statements or summarized in the reports.<br />
SECOND RESOLUTION<br />
The shareholders, having reviewed the report of the board of directors, the report of the chairman on the<br />
preparation and organization of the work of the board of directors and internal control procedures, and the<br />
report of the statutory auditors and their report on this latter report of the chairman, approve the inventory,<br />
consolidated annual financial statements and notably, the balance sheet, income statement and notes<br />
to the financial statements for the period ended 31 December 2004, as presented, as well as the operations<br />
reflected in the financial statements or summarized in the reports.<br />
In consequence, the shareholders grant a discharge to the directors for their management for the period<br />
ended 31 December 2004.<br />
THIRD RESOLUTION<br />
The shareholders approve the proposal of the board of directors, after recognizing that the net income<br />
for the period ending 31 December 2004 was €10,548,684.38 and resolve to appropriate this income as<br />
follows :<br />
DETERMINATION OF DISTRIBUTABLE AMOUNTS<br />
Net profit of the year €10 548 684,38<br />
Retained earnings €21 841 102,72<br />
Exceptional tax charge in retained earnings €(29 179,00)<br />
Distributable income €32 360 608,10<br />
PROPOSED APPROPRIATION<br />
Legal reserve €527 434,22<br />
Dividends of €0.41 per share (x 13,720,608) €5 625 449,28<br />
Exceptional tax charged to retained earnings €(29 179,00)<br />
Retained earnings (including €4,395,800.88 from net profit of the year) €26 236 903,60<br />
As required by law, the shareholders duly note that dividend payment and the credit for income tax<br />
already paid for the preceding three financial periods were as follows :<br />
PERIODS<br />
Net dividend<br />
Tax credit<br />
(rate of 50 %)<br />
31/12/2001 0.28 € 0.14 €<br />
31/12/2002 0.32 € 0.16 €<br />
31/12/2003 0.37 € 0.18 €<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 97
In compliance with the new provisions of article 243 bis of the French General Tax Code, the shareholders<br />
duly note that the breakdown of dividends deducted from earnings of the period ended 31 December 2004<br />
eligible for the 50% tax deduction provide far under article 158 of the French General Tax Code is as<br />
follows:<br />
Shares Dividends eligible Dividends not eligible<br />
Registered Registered for a for a<br />
PERIOD shares shares 50 % tax deduction 50 % tax deduction<br />
held by held by legal<br />
individuals (*) entities<br />
31/12/2004<br />
5,088,027 2,086,091 €<br />
8,632,581 3,539,358 €<br />
(*) Under this heading are included by default bearer shares including those that may be held by legal entities<br />
FOURTH RESOLUTION<br />
The shareholders, after having reviewed the report of the board of directors resolve, in compliance with<br />
the provisions of article 219 – IV paragraph 1 of the French General Tax Code, to transfer €1,667,157.86<br />
from the “special long-term capital gains reserve” to “Other reserves”.<br />
FIFTH RESOLUTION<br />
The shareholders, after having reviewed the special report of the statutory auditors on related-party<br />
agreements governed by article L 225-38 et seq. of the French commercial code and ruling on this report,<br />
approve each of these agreements.<br />
SIXTH RESOLUTION<br />
The shareholders duly note that the financial statements show expenses of €23,931 not deductible under<br />
article 39-4 of the French General tax code.<br />
SEVENTH RESOLUTION<br />
The shareholders, after having reviewed the report of the board of directors resolve to allocate<br />
attendance fees of €85,000 in favor of members of the board of directors for 2005 and subsequent<br />
years until a new decision is issued.<br />
EIGHTH RESOLUTION<br />
Full authority is hereby granted to the bearer of the minutes of this meeting or a copy thereof for the purpose<br />
of all required legal and administrative formalities.<br />
98 > 2004 ANNUAL REPORT <strong>GL</strong> events
GENERAL INFORMATION<br />
CONCERNING <strong>GL</strong> <strong>EVENTS</strong><br />
AND ITS CAPITAL<br />
GENERAL INFORMATION CONCERNING <strong>GL</strong> <strong>EVENTS</strong><br />
COMPANY NAME AND REGISTERED OFFICE :<br />
<strong>GL</strong> events<br />
(adopted by the extraordinary shareholders' meeting of 11 July 2004, replacing the name Generale<br />
Location)<br />
Route d’Irigny – Zone Industrielle – 69530 BRIGNAIS<br />
Nationality : French<br />
Form and applicable law : Société Anonyme [French equivalent of a joint stock company] governed by<br />
French law.<br />
Registry of Companies : 351 571 757 RCS LYON – APE Code: 741 J<br />
ACTIVITY :<br />
The company’s corporate purpose is:<br />
The acquisition of interests in any companies and firms, whether French or foreign joint ventures, current<br />
or future, by any means, including by contribution, subscription or purchase of shares, merger, etc.<br />
Any financial transactions or transactions involving movable and immovable property related directly or<br />
indirectly to the corporate purpose and to any similar or related purposes;<br />
Any administrative consulting services and other services and any research and development activities;<br />
The organization, communication, management, and general installation and layout of exhibitions, fairs,<br />
public or private events, and events of any type, whether in France or other countries, as well as training;<br />
The design, manufacture, leasing, installation and layout of stands, floor covering, floral decoration,<br />
decoration of any premises and exhibitions, signs, museum fittings, venue design, furnishings, furnitureequipment<br />
and accessories, electricity distribution, lighting systems, light space design, heating, airconditioning,<br />
sound system, captation and projection of films and high-power video projection on any media,<br />
multimedia screen walls, temporary structures, platforms, exhibition items, and, more generally, any<br />
products, processes and undertakings related to these events, as well as their publicity and their<br />
promotion in any form whatsoever.<br />
It may act directly or indirectly and may engage in all of these acts on its behalf or on behalf of third<br />
parties either alone, or through partnerships, associations, joint ventures or companies, with any other<br />
persons or companies and carry them out in any form whatsoever.<br />
It may also acquire interests in any companies and business dealings, regardless of the purpose thereof.<br />
FISCAL YEAR<br />
Each fiscal year lasts for one year, commencing on 1 January and ending on 31 December.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 99
GENERAL MEETINGS (ARTICLES 22 AND 23 OF THE BYLAWS)<br />
General meetings of the Shareholders are called by the board of directors, or, in its absence, the auditors<br />
and any person so authorized by law.<br />
In particular, one or more shareholders, representing at least the required share of the share capital and<br />
acting according to the conditions and periods fixed by the law, may request -- by registered mail with<br />
request for acknowledgement of receipt -- draft resolutions to be included on the meeting’s agenda.<br />
The forms and periods for calling such meetings are governed by the law. The meeting notice must fix the<br />
place of the meeting, which may be the registered office, or any other place, as well as its agenda.<br />
Any shareholder may attend general meetings and proceedings in person or through a representative,<br />
regardless of the number of his or her shares, subject to providing proof of identity, and provided that no<br />
payments are due on said shares on condition they have been registered in his or her name for at least five<br />
days prior to the date of the meeting.<br />
Any shareholder may vote by mail using a form that may be obtained according to the conditions indicated<br />
by the general meeting notice. Any shareholder may -- under conditions fixed by laws and regulations--<br />
send his or her proxy and voting form by mail concerning any general meeting, in paper form, or, based on<br />
a decision of the board of directors, published in the meeting announcement and notice and by electronic<br />
transmission.<br />
A shareholder may also be represented according to the conditions fixed by regulations in effect, provided<br />
that the representative is equally a shareholder. A shareholder may also be represented by his or her<br />
spouse. A shareholder not domiciled in France whose shares are registered in the name of an<br />
intermediary in the conditions fixed in Article L. 228-1 of the Code de Commerce may be represented by<br />
this intermediary.<br />
The right to attend or to be represented at the general meetings is conditional either upon registration of<br />
the shareholder holding the registered shares in the accounts kept by the company, or filing at the place<br />
indicated in the meeting notice certificates issued by the authorized intermediaries confirming the<br />
unavailability, until the date of the meeting, of bearer shares held in an account by the latter. These<br />
formalities must be accomplished at the latest five days prior to the general meeting.<br />
However, the board of directors may reduce or eliminate these periods.<br />
Holders of registered shares are admitted upon furnishing proof of their identity, while owners of bearer<br />
shares are admitted subject to furnishing proof of the aforementioned certificate.<br />
Access to the general meeting is open to registered shareholders, subject to proof of their status. However,<br />
if it deems this useful, the board of directors may provide shareholders personal admission cards in<br />
their name.<br />
VOTING RIGHTS (ARTICLE 25 OF THE BYLAWS)<br />
At general meetings, each member of the meeting has one vote for each share that he or she possesses<br />
or represents, without limitation. However, a voting right double that conferred upon the other shares, with<br />
regard to the percentage of the capital they represent, is given to all fully paid up shares held in registered<br />
form for the last three years in the name of the same shareholder.<br />
If new shares are issued further to the capitalization of reserves or an exchange of shares in connection<br />
with a stock-split or reverse split, the double voting right is conferred upon shares granted recorded in<br />
registered form, provided they were held in registered form since their allotment. This double voting right<br />
is conferred upon shares after being held in registered form for three years after being allotted.<br />
Mergers or demergers of the company do not affect the double voting right that may be exercised at the<br />
beneficiary company provided the bylaws of the latter have established a double voting right<br />
100 > 2004 ANNUAL REPORT <strong>GL</strong> events
APPROPRIATION OF INCOME (ARTICLE 28 OF THE BYLAWS)<br />
At least one-twentieth of the year’s profit, less any losses carried forward, is deducted and allocated to a<br />
reserve fund, called the "legal reserve", limited to one-tenth of the share capital. Said deduction shall once<br />
again be necessary if, for any reason whatsoever, the "legal reserve" falls below said level.<br />
The distributable profit is constituted by the year’s profit, less any loss carried forward and amounts posted<br />
to reserves pursuant to the law or the company’s bylaws, and increased by retained earnings.<br />
From this profit the general meeting then deducts amounts it deems appropriate to allocate to any optional<br />
reserve funds, whether ordinary or extraordinary, or to retained earnings.<br />
The balance, when it exists, is allocated to the shares in proportion to their paid up, unredeemed amount.<br />
However, with the exception of a capital reduction, no distribution may be made to the shareholders if, following<br />
said transaction, the equity capital is or falls below the amount of the capital increased by the reserves<br />
that cannot be distributed pursuant to the law or the company’s bylaws.<br />
The general meeting may decide to distribute amounts deducted from available reserves. In this case, the<br />
decision must expressly indicate the reserve accounts from which the deductions are made.<br />
The losses, if any, after approval of the accounts by the general meeting, are registered under liabilities in<br />
a special balance sheet account, to be charged to the profits of subsequent years, until extinction or charged<br />
to reserves.<br />
SPECIAL DISCLOSURE REQUIREMENTS CONCERNING OWNERSHIP THRESHOLDS (ARTICLE 12 OF THE<br />
BYLAWS)<br />
In addition to the legal obligation to inform the company of certain percentages of voting rights attached<br />
to the capital held, any shareholder, whether an individual or a legal entity, who comes to own or control<br />
-- whether directly or indirectly, or jointly with other shareholders pursuant to the law -- at least 2.5% of<br />
the capital and/or voting rights of the company, must inform the company thereof by registered mail with<br />
acknowledgement of receipt within fifteen days of the crossing of the threshold. It must also indicate if the<br />
shares are held on behalf of, under the control of or jointly with other individuals or legal entities. This<br />
notification is repeated for each additional fraction of 2.5% of the capital and/or voting rights up to the threshold<br />
of 50% of the capital.<br />
DOCUMENTS AND INFORMATION CONCERNING THE COMPANY MAY BE CONSULTED AT:<br />
The registered office : Route d’Irigny – Zone Industrielle – 69530 Brignais<br />
GENERAL INFORMATION CONCERNING THE CAPITAL OF <strong>GL</strong> <strong>EVENTS</strong><br />
CAPITAL SOCIAL<br />
At 31 December 2003, the company had a capital of 53 647 212€, divided into 13 411 803 shares of €4 per share.<br />
The board of directors' meeting of 5 March 2004 enacted the capital increase of €500,000 through the cash<br />
contribution resulting from the exercise of 125,000 stock options.<br />
The board of directors' meeting of 3 December 2004 enacted the capital increase of €189,200 through the<br />
cash contribution resulting from the exercise of 47,300 stock options.<br />
At 3 December 2004, the resulting share capital was €54,336,412, divided into 13,584,103 shares with at<br />
€4 per share.<br />
The shares are freely transferable with the exception of:<br />
> 1,200 shares resulting from options exercised in September 2003, not transferable until 22 October 2005.<br />
> 4,300 shares resulting from three exercises of options in December 2004, not transferable until<br />
25 October 2005.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 101
Between 3 December 2004 and 31 December 2004, 136,500 stock options were exercised resulting in a<br />
capital increase of €546,000.<br />
The share capital on 11 March 2005 was ¤54,882,412 divided into 13,720,603 shares at €4 per share.<br />
The board of directors' meeting of 11 March 2005 enacted the capital increase of €546,000 through the<br />
cash contribution resulting from the exercise of 136,500 options, and enacted the capital increase of €20<br />
through the cash contribution resulting from the exercise of 10 warrants that created 5 new shares.<br />
The <strong>GL</strong> events shares are included in Eurolist of Euronext Paris – catagory B – CACSmall 90.<br />
SECURITIES CONFERRING RIGHTS TO CAPITAL<br />
Under the authority granted by the combined shareholders' meeting of 20 June 2002, the board of<br />
directors' meeting of 2 June 2003, by virtue of article L.225-129 V of the French commercial code,<br />
subdelegated its authority to its chairman to issue shares with equity warrants (actions avec bons de<br />
souscription d’actions).<br />
Within the framework of this subdelegation, 1,064,794 new shares were issued with an equivalent<br />
number of warrants attached.<br />
Pursuant to the exercise of eight warrants enacted by the board of directors' meeting of 5 December 2003,<br />
and of ten warrants enacted by the board of directors’ meeting of 11 March 2005, there remained 1,064,786<br />
warrants outstanding, conferring rights to subscribe to 532,388 new shares of <strong>GL</strong> events, on the basis of<br />
one new share of €4 for two warrants.<br />
EMPLOYEE STOCK OPTIONS<br />
The extraordinary general meeting of 3 October 1998 authorized the board of directors to issue 100,000<br />
options to subscribe for shares in favour of employees of <strong>GL</strong> events (then named Générale Location) and<br />
of the group and/or the directors of the company or companies of the <strong>GL</strong> events Group. Given the five-forone<br />
stock split carried out by the combined shareholders' meeting of 15 June 2001, the number of options<br />
to be issued was increased to 500,000. These subscription options were distributed in the plans 1 to 5 in<br />
the table below.<br />
The combined shareholders meeting of 10 December 2001 authorized the board of directors to issue a<br />
total of 120,000 shares to subscribe for or purchase options in favour of the employees of <strong>GL</strong> events and<br />
of the group and/or officers of the company or companies of the <strong>GL</strong> events group. These options were<br />
allotted by the board of directors on 22 October 2002 (plan 6), 15 May 2004 (plan 7) and 3 September 2004<br />
(plan 8).<br />
events<br />
Plan 1 Plan 2 Plan 3 Plan 4 Plan 5 Plan 6 Plan 7 Plan 8<br />
99-1 99-2 00-1 00-2 01-1 02-1 03-1 04-1<br />
Date of the general meeting<br />
having authorized the issuance 3.10.1998 03.10.1998 03.10.1998 03.10.1998 03.10.1998 10.12.2001 10.12.2001 10.12.2001<br />
of the options<br />
Date of the board<br />
of Director’s meeting<br />
15.1.1999 30.10.1999 29.02.2000 21.11.2000 22.10.2001 22.10.2002 15.05.2003 03.09.2004<br />
Total number of shares that can 216,500 20,000 183,500 25,000 55,000 31,000 26,000 63,000<br />
be subscribed<br />
Of which : numer of shares that<br />
can be subscribed by the current 80,000 10,000 91,500 - 19,100 10,500 16,000 27,000<br />
members of the executive committee<br />
Number of officers concerned 5 1 6 - 6 2 2 2<br />
Option exercise starting date 15.1.2001 30.10.2001 28.02.2002 21.11.2002 22.10.2003 22.10.2004 15.05.2005 03.09.2006<br />
Expiration date<br />
(end of lockup period)<br />
15.1.2004 30.10.2004 28.02.2005 21.11.2005 22.10.2005 22.10.2006 15.05.2007 03.09.2008<br />
Subscription price (€) 5.14 7.39 11.69 21.36 8.45 11.43 12.02 16.57<br />
Number of shares subscribed (*) 201,000 20,000 166,850 - 5,500 1,000 -<br />
(*) at 31 March 2005<br />
102 > 2004 ANNUAL REPORT <strong>GL</strong> events
AUTHORIZED CAPITAL NOT ISSUED<br />
The extraordinary shareholders' meeting of 25 June 2004 authorized the board of directors to issue all<br />
types of negotiable securities with the maintenance and/or elimination of the preferential subscription<br />
right for a maximum nominal amount of €35 million.<br />
This authorization was given for 26 months expiring on 25 August 2006.<br />
The board of directors did not make use of the authorization granted by the general meeting of 25 June<br />
2004.<br />
CHANGES TO THE CAPITAL OF <strong>GL</strong> <strong>EVENTS</strong><br />
Change in capital<br />
Issue in cash Capita. Successive Number of Nominal<br />
Date Type of or in kind of reserves amount of shares value<br />
transaction / debt the capital<br />
nominal additional Issued Cumulative<br />
paid-in<br />
capital<br />
31/07/1989 Incorpo. of the company 250,000 - 250,000 2,500 2,500 FRF 100<br />
26/12/1989 Contributions in kind 167,000,000 - 167,250,000 1,670,000 1,672,500 FRF 100<br />
03/10/1998 Contributions in kind 3,275,000 2,947,500 170,525,000 32,750 1,705,250 FRF 100<br />
19/11/1998 Conversion of bonds 25,000,000 - 195,525,000 250,000 1,955,250 FRF 100<br />
25/11/1998 Cash capital increases (1) 31,600,000 20,540,000 227,125,000 316,000 2,271,250 FRF 100<br />
29/09/2000 Contributions in kind (2) 11,898,900 51,235,152 239,023,900 118,989 2,390,239 FRF 100<br />
(3)<br />
2001<br />
1 er half<br />
Exercise of options 330,000 (4) 226,314 239,353,900 3,300 2,393,539 FRF 100<br />
15/06/2001 Five-for-one split 239,353,900 11,967,695 FRF 20<br />
Conversion of the<br />
capital into euros<br />
Capital increase<br />
Capital increase<br />
36,489,266.82 11,967,695 €3.049<br />
10 863 540,44 47,352,807.26 11,967,695 €3.957<br />
(5)<br />
517 972,74 47,870,780 11,967,695 €4<br />
(6)<br />
04/03/2002 Exercise of options 50,000 (7) 14,250 (7) 47,920,780 12,500 11,980,195 €4<br />
30/09/2002 Exercise of options 13,400 9,386.50 47,934,180 3,350 11,983,545 €4<br />
Acquisition-merger of<br />
20/12/2002 Polygone group 31,127,932 85,601,812 79,062,112 7,781,983 19,765,528 €4<br />
Capital increase<br />
20/12/2002<br />
Capital reduction by 30,914,864 85,015,876 48,147,248 7,728,716 12,036,812 €4<br />
cancelling treasury shares (8) (9)<br />
11/07/2003 Contribution in kind (10) 1,027,972 2,647,028 49,175,220 256,993 12,293,805 €4<br />
11/07/2003 Exercise of options 10,000 2,850 49,185,220 2,500 12,296,305 €4<br />
11/07/2003 Cash contribution 4,259,176 11,180,337 53,444,396 1,064,794 13,361,099 €4<br />
5/12/2003 Exercise of options 202,800 110,895 53,647,196 50,700 13,411,799 €4<br />
5/12/2003 Exercise of warrants 16 56 53,647,212 4 13,411,803 €4<br />
05/03/2004 Exercise of options 500,000 142,500 54,147,212 125,000 13,536,803 €4<br />
03/12/2004 Exercise of options 189,200 263,805 54,336,412 47,300 13,584,103 €4<br />
11/03/2005 Exercise of options 546,000 1,049,425 54,882,412 136,500 13,720,603 €4<br />
11/03/2005 Exercise of warrants 20 70 54,882,432 5 13,720,608 €4<br />
(1) Initial public offering<br />
(2) The general meeting of 29 September 2000 approved this capital increase, the purpose of which was to partially remunerate the former majority<br />
shareholders of SF Protection.<br />
(3) The general meeting of 29 September 2000, in resolution No. 10, envisaged the possibility of charging expenses concerning the acquisition in<br />
question for FF 1.5 million. In the end, these expenses were charged for FF 868,315 (€132,374). Given these charged expenses, the initial share<br />
premium was reduced from FF 52,103,467 to FF 51,235,152.<br />
(4) Exercise of options by six employees in March and June 2001.<br />
(5) Capitalization of “Issue Premium“ (euros)<br />
(6) Capitalization of “Other Reserves” (euros)<br />
(7) In euros<br />
(8) Reduction of the merger premium<br />
(9) Cancelled shares<br />
(10) The general meeting of 11 July 2003 approved the capital increase to partially pay the ex-majority shareholders of Compagnie Française de<br />
Tourisme d’affaires - Cofrata subsequently becoming Europa Organisation.<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 103
ANALYSIS OF THE CAPITAL AND VOTING RIGHTS<br />
At 31 March 2004, the total number of voting rights was 20,151,771.<br />
To the best of the company's knowledge, the breakdown of capital and voting rights held at 28 February<br />
2005 was as follows:<br />
Nombre d’actions % du capital % droits de vote<br />
Polygone (1) 7,877,233 57.41 65.74<br />
Banque de Vizille 690,000 5.03 6.44<br />
<strong>GL</strong> <strong>EVENTS</strong> OFFICERS<br />
Olivier Ginon 145,866 1.06 1.26<br />
Olivier Roux 25,200 0.18 0.13<br />
Gilles Gouedard-Comte 72,918 0.53 0.64<br />
Aquasourça 1 0.00 0.00<br />
Damien Bertrand 28,079 0.20 0.14<br />
Philippe Marcel 900 0.01 0.00<br />
André Perrier 4,250 0.03 0.02<br />
Erick Rostagnat 28,539 0.21 0.14<br />
Public 4,847,617 35.34 25.49<br />
TOTAL 13,720,603 100.00 100.00<br />
(1) Polygone is a holding company whose capital is held as follows:<br />
- Olivier Ginon 58.04%,<br />
- Olivier Roux 22.61%,<br />
- Xavier Ginon 4.83%,<br />
- Gilles Gouedard-Comte 0.32%,<br />
- Compagnie du Planay 3.58%<br />
- Aquasourca 8.69%<br />
- Banque de Vizille 1.91%<br />
- Individual investors holding jointly a total of 0.02% of the capital.<br />
Compagnie du Planay is a holding company, 99.99% of whose shares are held by Mr. Gilles Gouedard-<br />
Comte.<br />
Aquasourca is a holding structure. Its principal shareholder is Sophie Defforey Crepet.<br />
To the best of the company's knowledge, there are no shareholders other than those mentioned above,<br />
who directly or indirectly hold more than 5% of the share capital.<br />
CONTROLLING INTERESTS IN ITS OWN SHARE CAPITAL<br />
On 31 December 2004 <strong>GL</strong> events did not have cross-shareholdings conferring it a controlling interest in<br />
itself.<br />
104 > 2004 ANNUAL REPORT <strong>GL</strong> events
ACQUIRED SHARES<br />
Within the framework of the share buyback program authorized by the general meeting of 20 June 2003<br />
(memorandum 03-510 of 3 June 2003) and reauthorized by the general meeting of 17 December 2004<br />
(memorandum 04-939 of 30 November 2004), <strong>GL</strong> events carried out the following transactions to maintain<br />
an orderly market in the company's shares:<br />
Purchases from Sales from Total<br />
Treasury stock 01/01/2004 to 01/01/2004 to Treasury stock treasury<br />
at 01/01/2004 28/02/2005 28/02/2005 at 28/02/2005 stock at<br />
(14 months) (14 months) 28/02<br />
1 2 1 2 1 2 1 2 2005<br />
Number of shares 0 11,192 24,520 114,083 24,520 119,104 0 6,171 6,171<br />
Average price (in €) - 17.99 (1) 17.45 19.48 18.09 19.65 - 22.15 (1) 22.15 (1)<br />
Purchase price (in €) 201,344 (1) 427,927 2,222,767 136,687 (1) 136,687<br />
Sales price (in €) 443,506 2,340,246<br />
Nominal value (in €) €4 €4 €4 €4 €4 €4 €4 €4<br />
Percentage of capital 0.14 % 0.18 % 0.83 % 0.18 % 0.87 % 0 % 0.04 % 0.04 %<br />
Col. 1: Treasury shares<br />
Col. 2: Market making agreement for 50% <strong>GL</strong> event’s shares<br />
(1) market price<br />
Trading fees for the above transactions, carried out within the framework of the market making agreement<br />
aggregated €21,343 for 2004.<br />
NON-TRANSFERRABLE SHARES<br />
A total of 5,500 actions shares resulting from exercises of options to subscribe shares are nontransferable<br />
until 22 October 2005<br />
CROSSING OF SHARE OWNERSHIP THRESHOLDS<br />
In the period ended 31 December 2004, no ownership thresholds subject to disclosure requirements were<br />
crossed.<br />
CHANGES IN THE SHAREHOLDER STRUCTURE OVER THE LAST THREE YEARS<br />
Pursuant to the changes in capital described in the table above, <strong>GL</strong> events’ shareholder structure has<br />
evolved as follows:<br />
PERCENTAGE OF CAPITAL<br />
(at 31 December)<br />
2002 2003 2004<br />
Polygone 60.43 58.19 57.41<br />
Banque de Vizille 7.15 5.00 5.00<br />
Other shareholders 32.42 36.81 37.59<br />
PERCENTAGE OF VOTING RIGHTS<br />
(at 31 December)<br />
2002 2003 2004<br />
Polygone 67.60 66.37 65.88<br />
Banque de Vizille 9.09 6.44 6.39<br />
Other shareholders 23.31 27.19 27.73<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 105
SHAREHOLDERS AGREEMENTS<br />
There are no shareholders agreements.<br />
PLEDGES, GUARANTEES AND SURETIES<br />
Pledges of shares of the issuer registered in an account in the name of the shareholder (nominatif pur) :<br />
Name of shareholder<br />
Beginning Expiration Condition for<br />
Number of % of<br />
with standard Beneficiary for pledge of pledge lexercising the<br />
shares capital of<br />
registered shares<br />
period period pledge<br />
of the the issuer<br />
(nominatif pur) issuer pledged<br />
Polygone SA<br />
Société<br />
Générale<br />
Pledge<br />
31/10/2000 30/09/2005 redeemed with 77,846 0.58 %<br />
the loan<br />
Pledge<br />
Polygone SA BECM 26/09/2002 26/08/2009 redeemed with 179,037 1.30 %<br />
the loan<br />
Pledge<br />
Polygone SA BECM 25/06/2003 25/06/2010 redeemed with 167,410 1.22 %<br />
the loan<br />
TOTAL 424,293 3.09 %<br />
COMMITMENTS AT THE TIME OF LISTING<br />
No commitments were made at the time of listing.<br />
106 > 2004 ANNUAL REPORT <strong>GL</strong> events
RESPONSIBILITY FOR THE<br />
REFERENCE DOCUMENT<br />
AND CERTIFICATION<br />
RESPONSIBILITY FOR THE REFERENCE DOCUMENT<br />
Mr. Olivier Ginon<br />
Chairman of the board of directors and chief executive officer<br />
CERTIFICATION OF MANAGEMENT<br />
“To our knowledge, the information contained in the reference document (for which the original French<br />
version was filed with the AMF, the French financial market authorities, on 29 April 2005), provides a true<br />
and fair picture of the company’s existing situation. It includes all information required by investors to formulate<br />
an opinion concerning the assets and liabilities, business, financial situation, earnings and outlook<br />
of the issuer. It does not contain any omissions which could affect the validity of this document.”<br />
Lyon, 27 April 2005<br />
THE CHAIRMAN OF THE BOARD OF DIRECTORS<br />
Olivier GINON<br />
THE AUDITORS<br />
STATUTORY<br />
ANDRÉ FLUCHAIRE<br />
Date of first Renewal End of appointment<br />
appointment date (AGM approving the accounts closed at)<br />
149, boulevard Stalingrad 26 December 1989 20 June 2002 31 December 2007<br />
69100 VILLEURBANNE<br />
JEAN-PAUL SIMOËNS<br />
302, rue Garibaldi 14 June 1996 20 June 2002 31 December 2007<br />
69007 LYON<br />
ALTERNATES<br />
CHRISTOPHE VELUT<br />
149, boulevard Stalingrad 20 June 2002 31 December 2007<br />
69100 VILLEURBANNE<br />
MICHEL MAZA<br />
102, route de Paris 14 June 1996 20 June 2002 31 December 2007<br />
69260 CHARBONNIERES<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 107
FEES PAID TO AUDITORS AND THEIR ASSOCIATES<br />
AUDIT<br />
> Auditing, certification,<br />
examination of the individual<br />
and consolidated<br />
accounts<br />
Mr. André FLUCHAIRE<br />
Mr. Jean-Paul SIMOËNS<br />
Amount % Amount %<br />
2004 2003 2004 2003 2004 2003 2004 2003<br />
105,000 102,000 44% 47 % 135,000 135,000 56 % 53 %<br />
> Secondary missions 6,000 12,350 50 % 100 % 6,000 50 %<br />
SUBTOTAL 111,000 114,350 44 % 49 % 141,000 116,662 56 % 51 %<br />
OTHER SERVICES<br />
None<br />
SUBTOTAL<br />
TOTAL 111,000 114,350 44 % 49 % 141,000 116,662 56 % 51 %<br />
CERTIFICATION OF THE AUDITORS CONCERNING THE REFERENCE DOCUMENT<br />
As auditors of <strong>GL</strong> events and in compliance with article 211-5-2 of the General Regulations of the French<br />
Market Authorities (AMF), and in accordance with professional standards applicable in France, we<br />
audited the information on the financial position and historical accounts given in this reference document<br />
prepared for the period ended 31 December 2004.<br />
This reference document was prepared up under the responsibility of the chairman of the board of directors<br />
of <strong>GL</strong> events. Our responsibility is to report on the fair presentation of the information herein in respect<br />
to the financial situation and financial statements.<br />
We have conducted our work in accordance with professional standards applicable in France. These standards<br />
require that we assess the fairness of the information presented relating to the financial situation<br />
and the financial statements and its consistency with the financial statements on which we have issued a<br />
report. Our procedures also involve reading the other information contained in the reference document in<br />
order to identify material inconsistencies with the information relating to the financial situation and the<br />
financial statements and to report any apparent material misstatements that we may have found based<br />
on our general knowledge of the company obtained during the course of our engagement, it being<br />
specified that this reference document does not contain forward-looking information.<br />
The parent company and consolidated financial statements for the periods ended 31 December 2002,<br />
2003 and 2004 established by the board of directors were audited by us in accordance with professional<br />
standards applicable in France and certified without qualification or observations.<br />
On the basis of these procedures, we have no comments regarding the fair presentation of the information<br />
concerning the financial position and financial statements presented in this document.<br />
Lyon and Villeurbanne, 27 April 2005<br />
THE AUDITORS<br />
André Fluchaire<br />
Jean-Paul Simoëns<br />
108 > 2004 ANNUAL REPORT <strong>GL</strong> events
NOTES<br />
<strong>GL</strong> events 2004 ANNUAL REPORT < 109
110 > 2004 ANNUAL REPORT <strong>GL</strong> events
Concept and realisation : ESPRIT PUBLIC<br />
Credits : © Alexandra Fleurantin (pages 5, 7, 19 and 31), Blai Carda © Forum Barcelona 2004 (pages 4 and 8), © collectif item (cover<br />
and pages 28, 49 et 89), © Dominique Viet (page 39), © Gil Lebois (page 36), © Pierre et Gilles (pages 30 and 42), © Serge Martinez (page 36),<br />
© unregard@pascalcottin.com (pages 6 and 34)
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