Download the Annual Report - Norbert Dentressangle

2 0 0 8 A N N U A L R E P O R T

FINANCIAL INFORMATION
PATRICK BATAILLARD
Financial Director
Tel.: +33 475 232 526
Fax: +33 475 235 227
Shareholder service: Tel.: +33 475 235 878
Website: www.norbert-dentressangle.com (“FINANCES” section)
AUDITORS
ERNST & YOUNG AUDIT
Member of the “Compagnie Régionale de Versailles”
CABINET ACTITUD AUDIT
Member of the “Compagnie Régionale de Lyon”
Current auditors
NORBERT DENTRESSANGLE GROUP
BP 98 - 26241 Saint-Vallier-sur-Rhône - France
RCS ROMANS 309 645 539

2008 ANNUAL REPORT
CONTENTS
4 A MAJOR PLAYER IN THE SUPPLY CHAIN
8 TRANSPORT
10 LOGISTICS
12 30 YEARS OF MANAGED GROWTH
14 GOVERNANCE OF THE NORBERT DENTRESSANGLE GROUP
18 MESSAGE FROM THE CHAIRMAN OF THE SUPERVISORY BOARD
20 INTERVIEW WITH THE CEO
22 KEY FIGURES OF THE NORBERT DENTRESSANGLE GROUP
24 A FAMILY-OWNED GROUP LISTED ON THE STOCK EXCHANGE
26 4 DIRECTIONS FOR THE FUTURE
28 ALL YOUR NORBERT IN ALL COUNTRIES
34 MEN AND WOMEN WHO STRIVE FOR EXCELLENCE
36 EMPHASIZING WHAT MAKES US DIFFERENT
42 SUSTAINABLE DEVELOPMENT EACH AND EVERY DAY
49 2008 FINANCIAL REPORT
50 EXECUTIVE BOARD MANAGEMENT REPORT
85 CONSOLIDATED FINANCIAL STATEMENTS
131 COMPANY FINANCIAL STATEMENTS
137 DRAFT RESOLUTIONS SUBMITTED BY THE EXECUTIVE BOARD
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2008 ANNUAL REPORT
NORBERT DENTRESSANGLE
A MAJOR PLAYER
IN THE SUPPLY CHAIN
TRANSPORT
International
National
TRANSPORT
National
Regional
Indivisible loads
and/or large quantities
Retail
Capillary network
LOGISTICS
Production
units of raw
materials
Processing
units or
assembly lines
Storage and
preparation
for marketing
Outlets
Consumers
Indivisible loads
and/or large quantities
TRANSPORT
International
National
Sectors in which Norbert Dentressangle is active
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2008 ANNUAL REPORT
THE NORBERT DENTRESSANGLE MARKET
EUROPE-WIDE TRANSPORT
AND LOGISTICS
A potential of
220 billion Euros
Norbert Dentressangle is active in 64% of the European supply chain market
150
150
120
90
70 67
60
30
0
Road transport
Third party logistics
Courier and express delivery
33
23
Rail transport
Other*
Transport of goods on the European continent.
Road transport and logistics are at the heart of the goods flow
management system.
Figures indicated in billions of Euros.
* Freight forwarding by sea, river and air.
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2008 ANNUAL REPORT
NORBERT DENTRESSANGLE
A GIANT IN EUROPEAN
TRANSPORT
AND LOGISTICS
TURNOVER IN 2008:
3.107 billion
EUROS,
OF WHICH:
- 56% IN TRANSPORT
- 44% IN LOGISTICS
55.6% France
21.6% United Kingdom
10.7% Spain
3.6% Italy
2.7% The Netherlands
5.8% Other countries
• Germany • Portugal
• Belgium • Czech Republic
• Ireland
• Romania
• Luxembourg • Switzerland
• Poland
PORTUGAL
263
DISTRIBUTION OF TURNOVER GENERATED BY NORBERT DENTRESSANGLE IN EUROPE
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2008 ANNUAL REPORT
UNITED KINGDOM
+ IRELAND
8,747
FRANCE
14,497
BELGIUM
442
THE NETHERLANDS
727
LUXEMBOURG
171
SWITZERLAND
30
GERMANY
122
CZECH
REPUBLIC
261
POLAND
1,099
ITALY
340
ROMANIA
516
SPAIN
1,384
28,600
EMPLOYEES IN
14 COUNTRIES
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2008 ANNUAL REPORT
TRANSPORT
THE ROOTS OF NORBERT
DENTRESSANGLE
TURNOVER:
¤
1,743 Million
14,300 employees
9 countries
ON 158 SITES IN
7,900 tractor units
WITH 36% LOCATED OUTSIDE OF FRANCE
8,900 trailers
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2008 ANNUAL REPORT
67.7% France
13.5% Spain
11.8% United Kingdom
2.2% Portugal
1.6% Germany
1.3% Poland
1.2% Italy
0.5% Luxembourg
0.2% Romania
€ 941 Million
Transport of general
cargo and goods
under controlled
temperature
€ 565 Million
Pallet distribution
€ 237 Million
Transport
of bulk products
DISTRIBUTION OF TURNOVER IN EUROPE
A COMPREHENSIVE RANGE OF SERVICES
82%
General cargo
(including high cube
products and pallet
distribution)
14%
Bulk products
4%
Controlled
temperature products
TIPPERS 134
FOODSTUFF TANKERS 23
CHEMICAL TANKERS 265
HYDROCARBON TANKERS 193
POWDER TANKERS 1,052
BOX TRAILERS 1,313
FLATBEDS AND SKELETAL TRAILERS 311
CURTAINSIDED TRAILERS 4,969
REFRIGERATED TRAILERS 629
PRESENT ON ALL THE MAJOR MARKETS
EUROPE’S N O 1 VEHICLE FLEET
66% France
16% United Kingdom
6.4% Spain
5.4% Poland
2% Romania
1.9% Portugal
1.2% Luxembourg
0.9% Germany
0.2% Italy
DISTRIBUTION OF EMPLOYEES IN EUROPE
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2008 ANNUAL REPORT
LOGISTICS
NORBERT DENTRESSANGLE,
A REFERENCE IN EUROPE
TURNOVER:
¤
1,364 Million
14,300 employees
11 countries
ON 197 SITES IN
5,400,000 M 2
STORAGE SPACE
2,700,000 M 3
COLD STORAGE VOLUMES
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2008 ANNUAL REPORT
40.3% France
34.1% United Kingdom
7.2% Spain
6.8% Italy
6.1% The Netherlands
3.2% Belgium
0.8% Czech Republic
0.6% Poland
0.5% Romania
0.4% Switzerland
DISTRIBUTION OF TURNOVER IN EUROPE
€ 374 Million
Chilled logistics ;
Fresh and frozen
€ 990 Million
Ambient and
reverse logistics
A COMPREHENSIVE RANGE OF SERVICES
72%
Ambient
temperature
and reverse
logistics
28%
Chilled and frozen
product logistics
PRESENT ON TWO MARKETS -
AMBIENT AND CHILLED LOGISTICS
45.2% United Kingdom
35.4% France
5.1% The Netherlands
3.2% Spain
3.1% Belgium
2.2% Poland
2.2% Italy
1.9% Czech Republic
1.5% Romania
0.2% Switzerland
DISTRIBUTION OF EMPLOYEES IN EUROPE
FRANCE 2,340,585
UNITED KINGDOM 1,960,503
THE NETHERLANDS 290,449
ITALY 260,901
SPAIN 249,613
POLAND 100,940
CZECH REPUBLIC 48,900
BELGIUM 44,500
ROMANIA 38,300
SWITZERLAND 31,920
PORTUGAL 24,886
UNITED KINGDOM 1,271,706
BELGIUM 558,200
FRANCE 422,180
THE NETHERLANDS 401,000
ITALY 56,000
DISTRIBUTION OF WAREHOUSE SPACE (IN M²) DISTRIBUTION OF FROZEN STORAGE VOLUMES (IN M 3 )
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2008 ANNUAL REPORT
30 YEARS OF MANAGED
GROWTH
The spirit of enterprise that runs through the veins of the Norbert Dentressangle brand has enabled us to rise to many
challenges over the last 30 years. Since its creation, Norbert Dentressangle has prioritised international development and
taken on a real European dimension with its acquisition of Christian Salvesen.
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2008 ANNUAL REPORT
> 1979 - 1989
FRANCE, UNITED KINGDOM, AND
EUROPE: 10 YEARS OF MAJOR
GROWTH
It was in 1979 that Norbert Dentressangle
began its international road transport activities
in London. Norbert Dentressangle went on to
establish itself rapidly as a transport company
in Italy, Spain and the Benelux countries.
> 1994
NORBERT DENTRESSANGLE ENTERS
THE STOCK MARKET
In order to facilitate its development, Norbert
Dentressangle was listed on the Paris Stock
Exchange in 1994.
> 1997 - 1998
A STRATEGIC ADVANTAGE:
INTEGRATION OF LOGISTICS
Norbert Dentressangle took its first steps in the
logistics market by acquiring leading French
companies within this sector.
THE 2000’S: ACCELERATED GROWTH
During the 2000’s, Norbert Dentressangle
experienced major European growth in the
transport and logistics sectors, particularly
with acquisitions in Italy, Netherlands, Spain
and Central Europe.
In 2006, Norbert Dentressangle took over the
French logistics and transport activities of TNT.
Acquisition of the Christian Salvesen Group
in December 2007: Norbert Dentressangle
becomes a European leader in transport
and logistics.
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2008 ANNUAL REPORT
NORBERT DENTRESSANGLE
SUPERVISORY BOARD
GOVERNANCE OF THE NORBERT DENTRESSANGLE GROUP
Since 1998, the Norbert Dentressangle Group has been controlled by an Executive Board and Supervisory Board.
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2008 ANNUAL REPORT
1 - Bruno Rousset
Date of first nomination: 2007.
Independent member.
Member of the audit committee.
Bruno Rousset is the founder and
President of the April Group, as well
as the investment fund Evolem.
2 - Pierre-André Martel
Date of first nomination: 2005.
Independent member.
Pierre-André Martel is President
of the Caravelle company,
which he founded in 1995.
3 - Henri Lachmann
Date of first nomination: 1998.
Independent member.
Henri Lachmann is Chairman
of the Supervisory Board of
Schneider Electric.
4 - François-Marie Valentin
Date of first nomination: 1998.
François-Marie Valentin is a
corporate merger consultant.
5 - Jean-Luc Poumarède
Date of first nomination: 2008.
Independent member.
President of the audit committee.
Jean-Luc Poumarède, former CEO
of Deloitte France, is a shareholder
and the manager of the personal
services company To Do Today.
6 - Vincent Ménez
Date of first nomination: 2008.
Member of the audit committee.
Vincent Ménez previously occupied
various positions at Crédit National
before joining the Norbert
Dentressangle Group and
subsequently Financière Norbert
Dentressangle.
7 - Norbert Dentressangle
Chairman of the Supervisory Board
since 1998.
Founder of the Norbert
Dentressangle Group in 1979
with responsibility for operational
management until 1998.
Norbert Dentressangle is also
Deputy Chairman of the
Supervisory Board of AXA.
8 - Evelyne Dentressangle
Deputy Chairman of the Supervisory
Board since 1998.
Evelyne Dentressangle is
responsible for the management
of various real estate companies,
which are subsidiaries of Financière
Norbert Dentressangle.
1
2
6
3 4 5 7 8
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2008 ANNUAL REPORT
NORBERT DENTRESSANGLE
EXECUTIVE BOARD
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2008 ANNUAL REPORT
From left to right:
Patrick Bataillard
CFO.
(44) / EM Lyon
Joined Norbert Dentressangle in
1998 as Group Financial Controller.
Financial Director (Transport) 2000 -
2001.
Group CFO and Member of the
Executive Board since 2001.
François Bertreau
CEO
in charge of the Logistics Division.
(54) / ESCP / MBA INSEAD.
Joined Norbert Dentressangle in
1998 as Director of the Logistics
Division. Member of the Executive
Board since 2002.
Hervé Montjotin
Executive Vice President
in charge of the Transport Division.
(44) / Ecole Normale Supérieure.
Mastère ESCP.
Joined Norbert Dentressangle in
1995. Director of Human Resources
1996 - 2001.
Member of the Executive Board
since 1998.
Executive responsible for
Organisation and Human Resources
2001 - 2005.
GOVERNANCE
The governance of the Norbert Dentressangle Group reflects two of its
key characteristics:
• A majority family shareholding with strong representation on the
Supervisory Board presided over by Norbert Dentressangle,
SUPERVISORY
BOARD
EXECUTIVE BOARD
• A tightly managed Executive Board, fully focused on operational
management and the fulfilment of growth and profitability objectives.
LOGISTICS
DIVISION
TRANSPORT
DIVISION
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2008 ANNUAL REPORT
MESSAGE FROM THE CHAIRMAN
OF THE SUPERVISORY BOARD
NORBERT DENTRESSANGLE
Above all, I will always remember 2008 for the remarkable way in
which we handled the integration of Christian Salvesen’s activities
into the Norbert Dentressangle Group.
This operation was exemplary in several ways - how quickly the
transaction was completed, how we achieved the expected
synergies, as well as the fluidity of the whole process, which was
implemented in a very calm social climate, and the immediate
loyalty shown by Christian Salvesen employees to our corporate
culture.
I attribute this performance to the efficiency and expertise of the
Norbert Dentressangle teams when it comes to acquisitions. This
expertise has been developed over the last twenty years, in the
course of which we have acquired over thirty transport and logistics
companies.
I consider that we have a real Norbert Dentressangle integration
model based on fundamentals, such as our single brand, standard
processes and systems within each sector, the centralisation of backoffices
and objectives-based management focused on the profession
and based on key operational indicators.
This “entrepreneurial” model immediately won over and motivated
the Christian Salvesen employees.
This highly successful integration further underlines the strategic
nature of our acquisition of Christian Salvesen.
This move enabled us to turn a major corner and truly transformed
us into a leader within the European transport and logistics market.
By means of this acquisition, the Norbert Dentressangle Group took
a major step forward, greatly expanded its European geographical
coverage and added new professions to its range of services in order
to develop a diversified portfolio. This includes customers of all sizes
located in most industrial and commercial sectors.
The second defining characteristic of 2008 was the unprecedented
economic situation that witnessed growth in the first year half
followed by a violent and sudden economic downturn.
Due to the dimensions that we have achieved in Europe, we are
obviously exposed to major swings in the economy and have had to
cope with a downturn in business for our customers with contrasting
effects.
The fall in business is more pronounced for our transport activities,
mainly due to customers in the automobile sector, whereas our
logistics activities, more closely linked to household consumption,
have suffered less of an impact.
While the sudden nature and scale of the crisis came as a surprise
during the final months of 2008, I have the satisfaction of seeing that
the Norbert Dentressangle teams reacted quickly and effectively to
reach the break-even point with the objective of returning to an
economic performance in line with our ambitions as rapidly as
possible.
The Group’s balance sheet remains solid and the Executive Board
team is firmly committed to the careful management of financial
balances.
In light of this macro-economic context, the decisions taken in 2008
in order to develop our Group’s governance are proving even more
appropriate and pertinent.
The choice of a reduced Executive Board team, in direct contact with
the operational business unit managers, close to the field and
customers, proves to be the optimum configuration to lead the
Norbert Dentressangle Group with high reactivity and efficiency in
an environment that leaves less room for manoeuvre.
The creation of an audit committee and increased expertise of the
Supervisory Board through the inclusion of two new additional
members were also timely decisions that have reinforced the
effective management of our company.
I am firmly convinced that all the Norbert Dentressangle Group’s
assets have helped it to weather the storm. It is made up of
entrepreneur-employees at all levels, its business model
demonstrates its flexibility and reactivity, while its close relationship
with its customers is based on high quality services and confidence.
Moreover, its financial situation is healthy and solid.
The Norbert Dentressangle Group is already in a position to increase
its market shares in transport and logistics in Europe and we will
certainly be able to take immediate advantage when the economy
begins to recover.
Norbert Dentressangle
Chairman of the Supervisory Board
18

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2008 ANNUAL REPORT

2008 ANNUAL REPORT
INTERVIEW WITH THE CEO
FRANÇOIS BERTREAU
How do you assess Norbert Dentressangle’s
results for 2008
The results for 2008 reflect the change in scale that
we achieved through our acquisition of Christian
Salvesen and are marked by an economic environment
that deteriorated dramatically and profoundly
in the last quarter.
In 2008, despite the decline recorded at the end
of the year, we experienced satisfactory growth
in our consolidated turnover which rose to
€ 3,107 million, a 72% increase compared to
2007, mainly due to the consolidation of Christian
Salvesen half way through the year.
Operational profitability was characterised by
contrasting performances.
Our current operating income was € 78.9 million,
with an increase of 17%, and represents
2.5% of turnover. This is compared to
€ 91 million in the pro forma data for 2007
and a margin of 3.1%.
The Logistics Division achieved a very good
performance in 2008, with a current operating
result of € 42.7 million, marking an
increase of 48%, with a profit margin within
our normal range, rising by 1 point to
5.3%.
The current operating income of the
Transport Division was € 36.2 million,
with a fall of 7%, primarily due to the very
poor performances of the transport activities
of
Christian Salvesen in Great Britain, the associated
restructuring costs and the fall in
business during the final quarter. All of this was in
spite of our traditional transport and our pallet
distribution activities from Christian Salvesen in
Spain and France holding up relatively well.
The overall net result was € 42.4 million, with a
fall of 14% compared to 2007 due to financial
costs linked to the purchase of Christian Salvesen.
For the financial year 2008, our net financial debt
was € 553 million, leading to a net debt
ratio/EBITDA of 2.8, which enabled us to report a
sound balance sheet.
The integration of Christian Salvesen was
a major challenge in 2008. How was this
transaction conducted
The operational integration of Christian Salvesen
involved integrating the eight business units that
make up this company in our two specialist Transport
and Logistics Divisions.
This simple and coherent integration plan with our
managerial organisation was highly effective and
most of the “operational takeover” of Christian
Salvesen activities was complete by the end of the
first quarter of 2008. The synergies anticipated
upon acquisition have been confirmed or
achieved.
Three business units from Christian Salvesen have
been integrated into our Transport Division:
• In France, Norbert Dentressangle
Distribution (formerly Darfeuille Services)
These activities were an additional business unit of
the Transport Division and, in line with our organisational
principles, its accounting and payroll
departments have been combined with the division’s
shared back-office services. Specialising in
pallet distribution, this business unit benefited
from a strong business dynamic and generated one
of the best levels of operational profitability for the
Transport Division in 2008.
• In Spain and Portugal, Norbert Dentressangle
Gerposa (formerly Christian Salvesen Gerposa)
We gained a high quality management team
within this activity, which was also experienced
and large enough to take charge of the traditional
Norbert Dentressangle activities in Spain and
Portugal. Although this business unit performed
well in 2008, it also suffered from its relative
exposure to the automobile sector.
• In Great Britain, Norbert Dentressangle
Transport Services (formerly Christian Salvesen
Logistics)
For several years, the transport activities of
Christian Salvesen in Great Britain produced a
loss. A new management team was formed in
2008 in order to implement a radical recovery
plan and fully remodel the operational system of
this business unit. The steps taken must produce
20

2008 ANNUAL REPORT
positive short-term effects and make us confident
in our ability to restore profitability in this sector.
Five business units from Christian Salvesen have
been integrated into our Logistics Division:
• In France: Chilled logistics
According to the organisation plan of the Logistics
Division in France, these activities have been
distributed between the various management
regions and form the subject of an improvement
plan for current performances.
• In Great Britain: Norbert Dentressangle
Logistics UK (formerly Christian Salvesen
Logistics)
With this integration, Great Britain has become, in
terms of turnover and employees, the second
largest country for our Logistics Division. Developing
both ambient and chilled logistics services,
this business unit has benefited from a good
business dynamic and a favourable tendency in
terms of developing its performances.
• In Belgium: Norbert Dentressangle Logistics
Belgium
As we are convinced that market proximity is one
of the key success factors for logistics, the former
Christian Salvesen “Benelux” organisation has
been remodelled to create a management entity
specifically for the Belgian market. This business
unit, which represents the first time the Norbert
Dentressangle Logistics Division has been represented
in Belgium, is a major player in the chilled
logistics market.
• In the Netherlands, Norbert Dentressangle
Logistics Nederland
In 2008, the Dutch part of Christian Salvesen
logistics was merged with the traditional Norbert
Dentressangle activities in the Netherlands, thus
doubling the volume of business in this country.
• In Spain and Portugal, Salvesen Logistica
In Spain and Portugal, we are now linked to
Danone as part of a joint venture within “Salvesen
Logistica”. This company, a real logistics operator,
develops chilled logistics for agri-food manufacturers
and retailers.
What are the consequences of the crisis
for Norbert Dentressangle and how do
you intend to survive this uncertain
period
The sudden decline in economic activity in all
sectors and countries impacts heavily on our
business volumes.
Since the last quarter of 2008, our transport activities
recorded a - 7% reduction in turnover due
to the fall in activity and fuel prices. The downturn
also affected our logistics activities, the internal
growth of which
increased to
+ 4% during the
last quarter of
2008.
Since early 2009,
we have observed
a lack of visibility
in terms
of the development
of business
for our customers.
For this reason, our teams have been working hard
since the last quarter of 2008 to reduce the breakeven
point. The flexibility of our business model,
both in transport and logistics, enables and facilitates
the necessary adjustment of our production
capacities and structures in line with our evaluation
of levels of activity for our customers, which
applies in all the countries where we are active.
All the steps taken at the end of February 2009
should already generate an annual cost saving of
approx. € 80 million.
Does the crisis serve to challenge your
strategic decisions for the development
of the Norbert Dentressangle Group
This crisis does not change the fundamental characteristics
of the Norbert Dentressangle Group,
particularly our decentralised organisation based
on the strong accountability of our employees
and our culture based on the values of entrepreneurship,
commitment, unity and excellence.
This crisis does not challenge our market
positioning: two complementary sectors and a
business model based on ownership of transport
assets that is still appropriate.
Neither does this crisis challenge our direction or
ambition to become the European leader and an
international reference. Norbert Dentressangle
has always based its development on growth and
the goal of becoming a reference.
In the short and medium term, our growth is
based on three axes:
1 - Transport
We have major growth engines, such as the development
in Central
Europe, our
determination to
The major professionalism and
commitment of our teams, our
broad range of services and
European network represent key
assets that will enable us to win over
and secure the loyalty of markets.
net-
distribution
work.
become the European
transport
organisation leader
and the creation of
a European pallet
2 - Logistics
We benefit from
our size and market share in France and, to a
certain extent, in Great Britain, but we must
achieve equivalent leadership in Southern and
Central European countries and participate in the
Northern European market.
In the chilled logistics market, our prospects for
development are equally great.
3 - Freight forwarding
The medium-term acquisition of expertise in this
third sector forms part of our strategy of extending
our range and developing our current sectors
beyond Europe.
But it must be stressed that our priority for 2009 is
to preserve and reinforce our competitiveness by
constantly adjusting our business methods,
without ever sacrificing the quality of our services,
which sets us apart.
François Bertreau
CEO
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2008 ANNUAL REPORT
KEY FIGURES
FINANCIAL STRENGTH
THE BASIS FOR EUROPEAN
DEVELOPMENT
Our consolidated turnover for 2008 was
€ 3,107 million which represented a 72%
increase compared to 2007, taking into account
the integration of Christian Salvesen mid-way
through the year, which was acquired on
14 December 2007. The development of this
indicator reflects the effect of the scale and
expansion of the European coverage that we
targeted with the acquisition of Christian
Salvesen.
I must stress that 44% of our
turnover is now generated
outside of France.
Organic growth at a
comparable exchange rate
was + 4.3% for the year;
+ 2.8% of which was
generated by the Transport
Division with a major decline
in the 4th quarter (– 7.2%)
and + 7.0% by the Logistics
Division.
The EBITDA (Earnings Before
Interest Taxes, Depreciation
and Amortization) was
€ 196 million. This reflects the capacity of our
Group to produce a high cash level in relation to
its size.
In a complex context characterised by the
operational integration of Christian Salvesen, the
first effects of the economic crisis and major
exchange rate fluctuations, the operating income
before goodwill (EBITA) shows 23% growth
compared to 2007, rising to € 98.2 million (32%
of consolidated turnover).
The net result was € 42.4 million and 1.4% of
turnover. It fell by 14% in terms of absolute value
compared to the net result for 2007
(€ 49.3 million), taking into account rising interest
rates due to the acquisition of Christian Salvesen.
At all levels, the soundness of the Norbert
Dentressangle Group balance sheet represents a
key factor that will enable the company to face
the crisis and see its
competitive position
reinforced. It will also
The soundness
of the Norbert
Dentressangle Group
balance sheet represents
a key factor that
will enable us to face
the crisis and see our
competitive position
reinforced.
“
”
protect its independence.
The net situation was
€ 311 million compared
to € 334 million
at the close of 2007.
Despite a positive
result for the period
and the distribution of
dividends for a reasonable
amount, this
development is essentially
due to a negative
difference in the
exchange rate and the financial re-evaluation of
swaps at market value rates on 31/12/2008.
The net financial debt on 31 December 2008
was € 553 million, including € 591 million in
gross debts, minus € 38 million in cash. This debt
represents 178% of shareholder equity. I would
emphasise that most of this debt represents funds
allocated for the purchase of the state-of-the-art
vehicles and materials. For this reason, only
€ 172 million can be considered as the
outstanding balance to be repaid on 31 December
2008 by virtue of the acquisition debt for
Christian Salvesen. This situation is fully in line
with the assumptions adopted upon acquisition.
There were fixed assets worth € 612 million on
31 December 2008. Four logistics sites were sold
in the course of the year. We also proceeded with
the policy of renewing the fleet of vehicles both
in the established and ex-Christian Salvesen
activities.
The “cash flow” generated by business after
investment is + € 19 million following a financial
year characterised by a high level of investment.
This release of funds will have enabled the Group
to honour its redemption dates.
We now have sufficient cash funds and funding
lines (revolving) to cope with our liquidity needs,
target development and regularly renew our
investments in production equipment.
Patrick Bataillard
Group CFO
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2008 ANNUAL REPORT
3,107
3000
98.2 100
2500
83.1 (1) 79.8
80
80
1,804
2000
65.0
60
60
64.7 (1) 49.8 49.3 42.4
1,608
1,399
1,303
1500
1000
51.5
40
36.2
40
500
20
20
0
0
0
2004 2005 2006 20072008
2004 2005 2006 20072008
2004 2005 2006 20072008
TURNOVER
IN MILLION EUROS
OPERATING INCOME BEFORE GOODWILL
(EBITA)
IN MILLION EUROS
(1)
including the exceptional product
of VAT recovered on motorways
NET EARNINGS - GROUP SHARE
IN MILLION EUROS
(1)
including negative goodwill acquisition
on TNT
200
178%
159%
150
6.77
8
7
6
81%
100
3.66
5.19 5.14 5
4.43
4
61%
3
41%
50
2
1
0
0
2004 2005 2006 20072008
2004 2005 2006 20072008
NET GEARING
AS A PERCENTAGE
OF EQUITY
NET EARNINGS PER SHARE
IN EUROS
23

2008 ANNUAL REPORT
A FAMILY-OWNED GROUP
LISTED ON THE STOCK EXCHANGE
CAPITAL
On 28/02/09, the capital of the Norbert Dentressangle Group amounted to € 19,672,482, consisting of 9,836,241 shares of € 2 in nominal value.
DISTRIBUTION OF CAPITAL AND VOTING RIGHTS
Situation on 31 December 2008 Shares Voting rights
Quantity
Quantity
Dentressangle family 545,646 1,091,292
Financière Norbert Dentressangle 6,045,400 12,090,800
Employees 64,582 90,904
Public 2,911,542 2,915,513
Shares held by the Norbert Dentressangle Group 269,071 0
TOTAL 9,836,241 16,188,509
29.60%
2.74% 5.55% 61.46%
Financière Norbert Dentressangle (1)
74.69%
18.01%
Public
Employees
0.56%
Dentressangle family
0.66%
Shares held by
the Norbert Dentressangle Group
6.74%
Distribution of capital
(1) 100% of the capital of Financière Norbert
Dentressangle is held by the Dentressangle family
Distribution of voting rights
DIVIDEND
There is a dividend of € 0.70 per share for 2008. It will be paid on 3 June 2009.
Stock exchange figures 2008 2007 2006
Price on 31/12 in € 27.5 71.5 69.00
Number of shares on 31/12 (including treasury shares) 9,836,241 9,836,241 9,835,693
Market capitalisation in million € 270.50 703.3 679
Net earnings per share in € 4.43 5.14 5.19
Net dividend in € 0.70 1.1 1.00
Distribution ratio in € 15.8 21.4 19.8
24

2008 ANNUAL REPORT
TRANSACTIONS
80
Highest and lowest
share price
Highest Lowest
(in €) (in €)
Average
closing price
(in €)
Number
of securities
traded
(daily average)
Capital
(daily average
in thousand €)
60
Jan. 2007 70.00 62.00 66.35 3,864 256
40
Feb. 2007 72.95 63.10 67.86 3,364 230
20
Mar. 2007 72.40 62.15 66.45 8,689 596
April 2007 71.00 68.34 69.64 7,280 509
May 2007 73.79 68.83 71.20 5,969 420
June 2007 76.00 69.00 72.95 6,231 455
0
Jan. 2007
Mar. 2007
May 2007
July 2007
Sept. 2007
Nov. 2007
Jan. 2008
Mar. 2008
May 2008
July 2008
Sept. 2008
AVERAGE CLOSING PRICE
(in Euros) 2007 - 2008
Nov. 2008
Jan. 2009
Feb. 2009
July 2007 77.00 69.60 72.66 3,586 260
Aug. 2007 77.00 70.05 73.31 4,457 326
10,000
Sept. 2007 78.92 72.00 75.45 4,965 373
8,000
Oct. 2007 89.50 74.81 83.36 7,041 581
Nov. 2007 83.00 73.16 77.20 9,393 720
Dec. 2007 76.01 73.14 74.96 8,458 634
6,000
4,000
Jan. 2008 61.44 58.34 59.43 8,395 498
2,000
Feb. 2008 57.48 55.49 56.01 9,334 522
Mar. 2008 57.00 49.50 54.12 10,811 582
April 2008 62.90 53.00 57.22 6,577 370
0
Jan. 2007
Mar. 2007
May 2007
July 2007
Sept. 2007
Nov. 2007
Jan. 2008
NUMBER OF SECURITIES TRADED
(daily average) 2007 - 2008
Mar. 2008
May 2008
July 2008
Sept. 2008
Nov. 2008
Jan. 2009
Feb. 2009
May 2008 61.99 57.00 59.39 3,327 197
June 2008 62.77 56.00 59.64 9,294 552
July 2008 59.60 52.11 56.00 5,742 320
Aug. 2008 58.01 53.70 55.99 2,177 121
700
600
500
400
Sept. 2008 61.00 55.50 58.65 5,991 350
300
Oct. 2008 57.02 38.01 47.94 2,309 112
200
Nov. 2008 44.50 35.50 41.51 1,173 49
100
Dec. 2008 40.80 24.70 33.36 2,708 87
Jan. 2009 32.18 24.10 27.37 1,189 33
Feb. 2009 25.88 22.26 23.71 3,854 91
0
Jan. 2007
Mar. 2007
May 2007
July 2007
Sept. 2007
Nov. 2007
Jan. 2008
CAPITAL TRADED
(daily average in thousand Euros) 2007-2008
Mar. 2008
May 2008
July 2008
Sept. 2008
Nov. 2008
Jan. 2009
Feb. 2009
25

2008 ANNUAL REPORT
4 DIRECTIONS FOR THE FUTURE
26

2008 ANNUAL REPORT
1All your Norbert
in all countries
We set ourselves the
objective and have the
necessary resources to
deploy our expertise and
know-how throughout
Europe.
2Men and women
who strive for
excellence
The four values shared by
our employees:
Entrepreneurship, Unity,
Commitment and
Excellence.
3Emphasizing what
makes us different
Our professional
characteristics, our
capacity for innovation
and the strength of our
brand make Norbert
Dentressangle a player that
is flourishing throughout
Europe.
4Sustainable
development each
and every day
More than a commitment,
this strategy is an everyday
reality and represents an
integral part of each employee’s
work.
27

2008 ANNUAL REPORT
1
ALL YOUR NORBERT
IN ALL COUNTRIES
With the acquisition of Christian Salvesen, Norbert Dentressangle took a major leap forward, its geographical coverage in Europe
expanded greatly and new sectors have been added to its range of services.
Based on its long-term experience of transport and logistics, which encompasses most economic sectors in Europe, and its wide
range of services, covering both upstream and downstream sides of the supply chain, Norbert Dentressangle can give its customers
a unique advantage - cross-fertilisation.
In fact, the diverse range of solutions designed by the Group and implemented in various business sectors enables it to build on
good practices and offer transport and logistics services that are known for their tried and tested efficiency.
Throughout Europe, from the organisation of the transport of raw materials to the management of logistics platforms and distribution
of finished products, Norbert Dentressangle enables its customers to benefit from its wealth of new ideas in order to optimise their
supply chain. The Norbert Dentressangle Group therefore helps them to fulfil their key objective, which is to improve their
performance.
28

2008 ANNUAL REPORT
All your Norbert in all countries
A YEAR OF COMMERCIAL SUCCESS IN LOGISTICS
■ In the United Kingdom
New contracts in the following sectors:
- Consumer electronics,
- Small household appliances,
- Agri-foods.
■ In the Netherlands
New contract in the agri-food sector.
■ In Poland
Launch of the new platform dedicated to Redcats Home
Shopping Europe.
After gaining a foothold in the Polish transport market at the
start of the 2000’s, for the last two years Norbert Dentressangle
is rapidly gaining power as a logistician in this country.
In terms of design and execution, the site dedicated to Redcats
Home Shopping Europe in Myslowice has profited from all the
engineering expertise of the Logistics Division, with its
excellent command of the latest processes and technologies in
order to consistently combine productivity gains and maximum
service quality.
An additional new contract in the cosmetics sector.
■ In Spain
New contract in the “D-I-Y superstore” sector.
■ In France
Renewal of 100% of customer contracts expiring in 2008.
Launch in Vatry of the platform dedicated to Cora (retail sector):
this platform, which has been operational since May 2007,
was designed to support Cora’s activities by benefitting from
Norbert Dentressangle expertise in the receipt of goods,
storage, order preparation, stock management and the
shipment of goods.
The range of products handled by the platform includes textile
products, automotive consumables, large and small
multimedia, tools, small household appliances, large
household appliances and Carte Cora for their distribution in
France, overseas departments and territories, Belgium, Hungary
and Romania.
The construction of this platform is further proof of Norbert
Dentressangle’s commitment to sustainable development:
laminated wood frame, large-scale natural lighting, solar
panels, photovoltaic cells, recovery of rainwater for sanitary
installations. The creation of this platform has enabled the
creation of 95 jobs.
29

2008 ANNUAL REPORT
All your Norbert in all countries
TRANSPORT: MARKET SHARE GAINS IN 2008 THROUGHOUT EUROPE
AND ALL TRANSPORT SECTORS
In the context of a dramatic fall in the volume of goods requiring
transport in the last quarter, Norbert Dentressangle maintained a
business dynamic supported by:
- A strong “network” effect reinforcing Norbert Dentressangle’s
relationships with its major European customers,
- Top rate references within the relevant sectors, which increase the
attractiveness and credibility of transport services offered by Norbert
Dentressangle in the various sectors of industry and business.
■ In Spain
Market share gains in the specialist retail, textile, specialist steel,
consumer product, household electrical and toy sectors.
■ In the Netherlands
New markets in new sectors with increasingly sophisticated
services.
■ In France
Increased presence of Norbert Dentressangle in general retail,
specialist retail and consumer product sectors, as well
as market share gains in terms of bulk product transport in the
hydrocarbon and food product sectors.
Our attractive range of pallet distribution services
■ In France
Market share gains in all regions with small and medium-sized
companies striving to give their own customers a high quality
service.
■ In Spain
Launch of Premium Service.
■ In the United Kingdom
Development in terms of press distribution.
30

2008 ANNUAL REPORT
All your Norbert in all countries
The Norbert Dentressangle Key-PL® service
With 10% growth in 2008, the transport solution service available
under the Key-PL ® banner confirms its capacity to win the loyalty of
customers and new contracts with increasingly large-scale contracts
and sophisticated solutions.
• 95% of transport solution contracts were renewed in 2008.
• Transport solution contracts represent 36% of turnover for the
Transport Division.
Design and
implementation
Objectives and
progress plan
How can security, transparency and performance be combined
In order to cope with new logistic challenges, Norbert Dentressangle
has created the Key-PL ® (Key Partner in Logistics), which links the
organisation and guaranteed execution of transport in a unique way,
in order to offer customers the key to new performances.
Manufacturers and retailers, who are Norbert Dentressangle customers,
impose new demands in addition to the classic equation linking the
cost and efficiency of logistics, in order to develop their performance in
the context of globalisation of trade. In addition to flow management,
the organiser must also be able to guarantee the execution of
transports, the transparency of costs and management of delivery
exceptions, within a predefined framework. Based on its experience
of resource management, information system management and
commitment capacity, Norbert Dentressangle has designed its Key-PL ®
service, which provides an integrated response at all operational,
process, financial and contractual levels:
• A modular control system configured according to criteria defined
by the customer,
• A volume of transport resources guaranteed by Norbert
Dentressangle,
• Transparent management of access to subcontractor or partners,
• The guarantee of a predefined back-up system due to the capacity
of the Norbert Dentressangle fleet to rectify any problems caused by
partners,
• A continuous process of improvement based on quantifiable
objectives.
Flow
management
team
ERP Customer
Sales and distribution
Warehouse
Accounting/Auditing
(SAP SD) (SAP WM) (SAP FI/CO)
Customer deliveries
Loading
TMS
Key-PL ®
Forecast - Pre-invoice
Transport order - Dates of execution - Pre-invoicing- Quality events
LINK NORBERT
DENTRESSANGLE GROUP
Information
process
and system
EDI
Secure
transport
plan
ON-LINE DATA INPUT
Contractor 2 Contractor 3
Transport Transport Transport
31

2008 ANNUAL REPORT
All your Norbert in all countries
NORBERT DENTRESSANGLE: A COMPREHENSIVE
TRANSPORT
Transport Solution
Pallet distribution
Contract distribution
Fleet take-over
Multimodal
Domestic and International full loads
International groupage
AMBIENT LOGISTICS
Warehousing, stock management
Co-packing
Pre/post-manufacturing
Order preparation
E-commerce logistics
Reverse logistics
32

2008 ANNUAL REPORT
All your Norbert in all countries
RANGE OF TRANSPORT AND LOGISTICS SERVICES
CHILLED LOGISTICS
Consolidation, warehousing and co-packing
Cross-docking
Point of sale delivery
Reverse logistics
Support services
Quality controls
Aviation logistics
INFORMATION SYSTEMS
In order to relay information and guarantee traceability
throughout the supply chain, Norbert Dentressangle develops
systems in order to manage both transport flows and flows in and
out of warehouses (WMS, TMS, RMS), as well as new technologies,
such as RFID, voice command, etc.
33

2008 ANNUAL REPORT
2
MEN AND WOMEN
WHO STRIVE
FOR EXCELLENCE
ENTREPRENEUR-EMPLOYEES
Norbert Dentressangle Group employees are its main asset.
In a service company, competitiveness depends directly on the
motivation of people, together with their skills and commitment to the
company’s projects.
Above all, the human resources policy at Norbert Dentressangle aims
to promote entrepreneurship in all its employees. The key elements of
this policy are:
• Hands-on management with short management lines,
• Linking employees with growth and performance,
• Training aimed at increasing employee expertise and enabling them
to cope with the continuous development of transport and logistics
at Norbert Dentressangle,
• Prioritising internal promotion,
• Internal communication.
In 2008, the cultural values of Norbert Dentressangle (Entrepreneurship
- Excellence - Commitment - Unity) formed the subject of a major
internal communication campaign across all 370 sites in Europe.
HUMAN RESOURCE MANAGEMENT:
IDENTIFYING, FOLLOWING UP AND
DEVELOPING POTENTIALS
The process aimed at the evaluation of skills and the identification
of potentials in 2008 has been completed.
A succession plan was produced in order to review key posts in the
transport and logistics divisions and corporate responsibilities. The
associated development axes have been defined and will form the
subject of development initiatives.
EUROPEAN MANAGEMENT
Due to the new dimension acquired by Norbert Dentressangle
following the integration of Christian Salvesen, an international
mobility policy has been produced, which defines the principles and
rules within the Group. This policy has been implemented since early
2009.
On the photo:
Yves ANTOINE,
Patrick BATAILLARD,
François BERTREAU,
Jean-Luc BESSADE,
Mike BRIDGES,
Eric BURLAT,
Jérôme BURTIN,
Jean-Claude CARELLE,
Damien CHAPOTOT,
Guillaume COL,
Raf COOLS,
Jacques DAUTEUILLE,
Dominique DE LA CRUZ,
Frédéric DEBUS,
Jean-Luc DECLAS,
Nathalie DELBREUVE,
Norbert DENTRESSANGLE,
Sébastien DESREUMAUX,
Gilles FAVELLET,
Jean-Luc FEREYRE,
Peter FULLER,
Eduardo GALILEA,
Ube GASPARI,
Luis Angel GOMES,
Olivier GOUIRAND,
Daniel GUILBOT,
Justino HEVIA,
Michèle JULLIOT,
Stéphane LAUGERY,
Georges LAURENT,
Frédéric LAVERGNE,
Thierry LEDUC,
Pascal LEROUX,
Daniel LETARD,
Henri LINIERE,
Stephen MACDONALD,
Gérard MARTIN,
Vincent MENEZ,
Jean-Pascal MEUNIER,
Yves MONTIGNOT,
Hervé MONTJOTIN,
Dan MYERS,
Richard NOEL,
Ludovic OSTER,
Michel PERRIN,
Michel PHILIBERT,
Stéphane POINT,
Nicole ROCA,
Jérôme SAVOURE,
Patrice SCHNEIDER,
José Maria SERRANO,
Phil SHAW,
Didier TALLARON,
Christophe TCHORDJALLIAN,
Mauro UNGHERETTI,
Pierre VEAUX,
Antoine VERMERSCH,
Christophe VEROT,
David WALKOWIAK,
Rémi WEIDENMANN,
Malcolm WILSON.
Absent from the photo:
Marc PASTUZAK,
Emmanuel SAMINADA,
Jürgen THIER.
34

2008 ANNUAL REPORT
Men and women who strive for excellence
Participants at the Executive Convention in January 2009
35

2008 ANNUAL REPORT
3
EMPHASIZING WHAT MAKES
US DIFFERENT
36

2008 ANNUAL REPORT
Emphasizing what makes us different
OPERATIONAL MANAGEMENT: THE KEY TO HIGH QUALITY SERVICES
Norbert Dentressangle sets itself apart through its high quality standards for the services provided to its customers. This commitment
is based primarily on the rigorous daily operational management of the Group’s teams. The Group has demonstrated its
commitment to quality by obtaining the most demanding certifications.
A high level of service quality recognised
by customers in 2008:
Great Britain: Velux
“Customer First Award”
for Norbert Dentressangle Transport Services
Spain:
“Renault Supplier Quality Award”
for Norbert Dentressangle Gerposa
Six areas are analysed: Management - Health - Safety - Environment -
Equipment - Operation.
■ MASE (Industrial Safety Manual)
This system makes it possible to continuously improve the safety,
industrial health and environment according to five axes:
Management commitment - Professional skills and qualifications
of employees - Preparation and organisation of work - Measuring
results, analysing discrepancies and corrective steps - Follow-up
and long-term commitments.
■ GMP (European guidelines) and QUALIMAT (French guidelines)
Traceability guidelines for the washing of tankers or containers used
for the transport of products intended for animal feed products.
■ HACCP
Approaches to food safety.
Certification for our transport activities
■ ISO 9001 (Service quality)
90% of traditional Norbert Dentressangle activities are certified in
compliance with this standard.
For its hazardous and sensitive product transport activities, Norbert
Dentressangle complies with the strictest recommendations included
in the applicable safety and quality standards for the industry and is
certified according to the following standards:
■ SQAS (Safety and Quality Assessment System)
This system makes it possible to guarantee that the storage, handling
and transport of bulk chemical products is conducted with optimum
safety and quality in terms of protecting employees, the public and
the environment.
Certification of our logistics activities
■ ISO 9001 (Service quality)
• 72% of European turnover in logistics is certified according to this
standard
■ ISO 22000 (Food safety)
• 5 warehouses are certified in the United Kingdom
• 1 warehouse is certified in Switzerland
■ ISO 18001 (Employee safety)
• 12 warehouses are certified in the United Kingdom
• 1 warehouse is certified in Switzerland
■ HACCP (Food safety)
• 43 warehouses are certified in Europe
■ ISO 13485 (Quality Standard Management for Medical Devices)
In 2008, the Logistics Division has initiated the process of preparing
for certification in compliance with this standard.
37

2008 ANNUAL REPORT
Emphasizing what makes us different
INNOVATION
In a supply market, innovation is essential. The fact that we offer an innovative service creates added value and forms the basis for
a quality customer relationship. Innovation is not limited to commercial supply or the development of cutting edge technologies
by our engineering services. It represents a progress factor in all areas of the company: productivity, purchasing, everyday
processes, etc.
In 2008, the Group launched its “INNOVATION AWARDS”, an inhouse
challenge open to all employees, which aims to identify, reward
and implement innovative initiatives introduced by the Norbert
Dentressangle teams in their everyday work.
This in-house challenge is based on four key ideas:
• Innovation is the driving force behind the Group
• There is no such thing as a small innovation
• Everyone can be innovative
• Innovation is only of value if shared
Innovations considered for the award must cover one of the following
three categories:
• Operational excellence
All innovations that clearly and significantly help to improve the
performance of an activity or site.
• Safety and security
All innovations that clearly and significantly help to improve the
safety and security of people, sites, materials and goods.
• Environment protection
All innovations that clearly and significantly help Norbert
Dentressangle to make progress in terms of environment protection.
INNOVATION AWARDS jury and announcement of results: end of June
2009.
38

2008 ANNUAL REPORT
Emphasizing what makes us different
39

2008 ANNUAL REPORT
Emphasizing what makes us different
THE “NORBERT DENTRESSANGLE” BRAND
The brand expresses the Group’s determination to live up to its ambitions and values. Within the Group, it gives the teams a sense
of direction. On the outside, it inspires confidence because it symbolises Norbert Dentressangle’s commitments.
In 2008 a new method of internal communication was introduced in
order to cope with both the change in size and “Europeanisation” of
the Group.
Its objectives are to help all employees understand the Norbert
Dentressangle Group, enabling the sharing and communication
of values and Norbert Dentressangle commitments and to make
employees feel proud to be part of the Group.
A new in-house magazine called “La Vie en Rouge” has been launched
with this purpose in mind. Published in the 10 languages used within
the Group, it is sent to every employee’s home twice per year.
40

2008 ANNUAL REPORT
Emphasizing what makes us different
In order to reinforce the attraction of Norbert Dentressangle services for
European manufacturers and distributors, the “Talents” magazine was
enriched in 2008 by the addition of new expertise in transport and
logistics from Christian Salvesen.
Two editions have been published, in spring and autumn, with over
20,000 copies per communication campaign.
The website www.norbert-dentressangle.com has also been updated
with versions for all the countries, in which Norbert Dentressangle is
represented.
41

2008 ANNUAL REPORT
4
SUSTAINABLE DEVELOPMENT
EACH AND EVERY DAY
Norbert Dentressangle is considered a pioneer in the transport and logistics sector due to its commitment to sustainable
development, which it introduced over four years ago.
Trucks are and will certainly remain the most efficient method of transporting goods in the medium term in Europe. The main task is
therefore to reduce the impact of trucks on the environment, particularly by dramatically reducing greenhouse gas emissions and
continuously improving road safety.
Since 2004, Norbert Dentressangle’s sustainable development policy has been based on four axes:
1 - Integration and social promotion 3 - Environmental site management
2 - Reduction of greenhouse gas emissions 4 - Road safety
42

2008 ANNUAL REPORT
Sustainable development each and every day
On the occasion of the first “Etoiles EthiFinance” awards ceremony
held on Tuesday 14 October 2008 in Paris, Norbert Dentressangle
was awarded the “Etoile Centaure de la Gestion de
l’Environnement” by Jacques Bregeon,
Director of the “Collège des Hautes Etudes de
l’Environnement et du Développement
Durable”, and Emmanuel de la Ville, CEO of
EthiFinance, the independent extra-financial
rating agency that launched these new awards. Every year, the
“Etoiles EthiFinance” aim to honour companies that excel in their
commitment to socially responsible investment.
In terms of environmental management, the jury considered that
Norbert Dentressangle had performed best, based on four
evaluation criteria: quality of environmental policy, performance of
environmental management system, analysis
of energy sources and consumption, waste
and greenhouse gas emissions.
“This prize encourages us to continue our
efforts to meet the challenge of respecting the
environment with logistics plans, the efficiency of which is currently
based mostly on road transport,” declared François Bertreau on
accepting the award.
EthiFinance
HUMAN RESOURCES: INTEGRATION AND SOCIAL PROMOTION
The indicator applied by Norbert Dentressangle on this axis of
integration and social promotion is the rate of internal promotion, in
other words the percentage of employees promoted over the last year.
It embodies the Group’s “social elevator” dimension. In 2008, 57%
of key posts within the traditional activities of Norbert Dentressangle
were filled through internal promotion.
Job creation initiatives
In March 2008, Norbert Dentressangle invested in employment and
integration by participating in the “Train pour l'emploi et l'égalité des
chances” (“Train for Employment and Equal Opportunities”) job fair
organised and supported by the Minister of the Economy and Finances.
Training
For many years, investment in professional training has represented
one of the major commitments of Norbert Dentressangle, aimed at
increasing the expertise of its employees and enabling them to cope
with the continuous development of the transport and logistics sectors.
In 2008, the resource pool dedicated to the “International Road
Transport Operator” sector and developed by Norbert Dentressangle
in partnership with the Groupe IGS Lyon obtained ICPC certification
(International Certification for Professional Competence). This
certification confirms the implementation of an evaluation and
validation process for the skills acquired by its students.
In March 2009, 16 students from the class of 2008 were the first
to be awarded an official certificate for skills recognised within the
profession.
This 9-month training course takes the form of a professional training
contract and is targeted at students of different subjects (modern
languages, law, etc.) with A-level qualifications and 2 years’ higher
education.
Jointly led by trainers from the Groupe IGS and Norbert Dentressangle
employees, the programme, the educational engineering of which fulfils
requirements for ICPC certification, includes various modules: staff
management, management, marketing and business management
applied to transport, management and financial analysis, transport law,
etc.
Since 1997, 150 students from this resource pool have joined Norbert
Dentressangle.
OBJECTIVE:
60%
Internal
promotion rate
43

2008 ANNUAL REPORT
Sustainable development each and every day
REDUCTION OF GREENHOUSE GAS EMISSIONS
The indicator applied by Norbert Dentressangle is the quantity of CO 2 (expressed in grammes) emitted per tonne transported and
per kilometre covered.
The operational improvement levers of this indicator are fuel consumption by vehicles, the distances covered empty and
optimisation of the available capacity of vehicle transport (expressed in terms of weight or volume loaded).
Our ambition is to achieve an emission level of 50g/t/km
The CO 2 emission indicator calculated for 2008 is 63.02g/t/km, based
on analysis of data from each of the Norbert Dentressangle transport
depots.
This result reflects:
• The impact of the fleet consisting of older and therefore less fuelefficient
vehicles from Christian Salvesen,
• Changes to the transport activity mix, which now includes a very
significant proportion of pallet delivery services.
In 2008, however, Norbert Dentressangle continued to benefit from the
positive effects of its policy of renewing its motor vehicle fleet every
four years. With almost 53% of its motor vehicle fleet in compliance
with EURO IV and EURO V, Norbert Dentressangle operates Europe’s
most advanced fleet, which is more fuel-efficient and emits fewer
pollutants.
6.6% Euro V
0.1 % Euro 0
1% Euro I
2.7% Euro II
45.7% Euro IV
43.9% Euro III
Distribution of Norbert Dentressangle motor vehicles according
to Euro standards
44

2008 ANNUAL REPORT
Sustainable development each and every day
A close partnership with ADEME: (Agence de l’Environnement et de
la Maîtrise de l’Energie – French agency for the environment and
energy management)
In 2008, Norbert
Dentressangle and ADEME
renewed their partnership
agreement “in order to
manage the greenhouse gas
emissions of goods transport
and logistics activities.”
Encouraged by the results
achieved through the
partnership agreement that
has linked them since 2005,
ADEME and Norbert
Dentressangle have agreed to
continue their partnership for
a further three years, based on
the sharing of expertise.
Norbert Dentressangle will continue its initiatives aimed at managing
greenhouse gas emissions and will authorise ADEME to evaluate and
reproduce “model solutions” aimed at technologies and organisation,
in order to help companies within the goods transport and logistics
sectors to face the environmental challenges of their activities more
effectively and thus fulfil the objectives set by the Grenelle Environment
Forum.
The first partnership agreement initiated in 2005 made it possible to
trial new technologies and organisational solutions in order to identify
tools/methods and share them with the entire sector:
• Live in situ test of SCR (Selective Catalytic Reduction) depollution
technology, “low consumption” tyres and speed limiters, comparison
of consumption between the Euro III and Euro IV standards,
• Study on the CO 2 impact of commercial transport offers,
• Participation in the Bilan Carbone ® (carbon footprint) of a logistics
site in Lyon,
• Study on prospects for the development of combined rail/road
transport,
• Raising awareness of Norbert Dentressangle employees of the
environmental impacts of their activities.
The results of these initiatives contributed to the development of a
voluntary commitment initiative for the reduction of CO 2 emissions,
launched in 2007 by ADEME and the Minister of Ecology, Energy,
Sustainable Development and Land Improvement for professionals
working within the sector.
For this purpose, in December 2008 Norbert Dentressangle signed the
Voluntary Commitment Charter.
The renewal of this partnership agreement enables Norbert
Dentressangle to continue to benefit from the expertise and
methodology provided by ADEME in order to fulfil its objectives in
terms of controlling its greenhouse gas emissions, particularly in
relation to its new pallet distribution service and controlled temperature
logistics activities.
This new agreement emphasises:
• The contribution of Norbert Dentressangle to research projects,
studies and trials conducted by ADEME,
• The implementation of initiatives in the transport sector: improving
the measurement of CO 2 emissions, technical tests (vehicles and
fuels), training and communication on how to reduce fuel
consumption, organisation and optimisation of transports,
• Raising the awareness of our customers and publishing the CO 2
emissions of transport services provided by Norbert Dentressangle,
• In the logistics sector: the implementation of initiatives aimed at
optimising the energy performances of refrigerated warehouses,
• The communication and evaluation of results achieved by Norbert
Dentressangle within the transport and logistics sector.
OBJECTIVE:
50g/t/km
Volume of CO 2 emitted per
tonne/km transported
45

2008 ANNUAL REPORT
Sustainable development each and every day
ENVIRONMENTAL SITE MANAGEMENT
Although the Norbert Dentressangle sites, by virtue of the activities
developed, are neither major consumers of energy nor major producers
of waste, the Group has defined an environmental management
standard, which covers several dimensions:
• Compliance with regulations
• Monitoring and measurement of energy and water consumption
• Monitoring and measurement of waste.
The ambition of Norbert Dentressangle is to ensure that its sites comply
fully with the defined environmental management standard. At the end
of 2008, 80% of logistics warehouses and 20% of transport sites
fulfilled this internal requirement.
For all its recently acquired sites and systematically for its new sites, the
Group has introduced an ISO 14001 certification initiative, which is
more stringent than the environmental management standard. At the
end of 2008, 40% of logistics warehouses, representing 50% of
turnover for the Logistics Division, were certified according to standard
ISO 14001.
15 sites of the Transport Division were certified according to the same
standard.
Examples of initiatives implemented within the Logistics Division:
• Incentives to use shared transports at Niederbipp (Switzerland)
in order to avoid increased use of individual vehicles.
• Adoption of new technologies for batteries in electric forklift trucks.
• Production of “sub-contractor” specifications for the maintenance
of boilers (as a follow-up to the environmental diagnostic conducted
in 2007) and training of maintenance services on the operation
of boilers.
• Creation of new waste facilities:
- With a new partner for recycling film,
- Study in progress on a bio-methanisation facility for food product
waste,
- New textile recycling facility.
OBJECTIVE:
100% of sites
Percentage of sites under environmental
management
46

2008 ANNUAL REPORT
Sustainable development each and every day
ROAD SAFETY
For almost twenty years, Norbert Dentressangle has been committed to
the everyday management of road risks. The indicator applied by the
Group is the average number of kilometres covered by a driver without
causing any accidents involving third parties.
In 2008, the Group exceeded its objective by achieving 558,000 kilometres
covered per driver without causing any accidents.
These positive results, which are proving consistent in the long term,
are the fruit of a major training plan for Norbert Dentressangle drivers
in road safety. The “Safe Driving Plan” has become a real cultural
mainstay for the Group.
Devised in the 1990’s, the Safe Driving Plan was updated in 2008. It
places particular emphasis on the induction of new drivers with the
objective of reducing road accidents by winning their loyalty.
A new induction plan has been devised, which focuses essentially on
driver behaviour. The tools and teaching methods have been redefined
in order to promote interactive, participative and therefore more
motivating training sessions. Tests, question-answer sessions and roleplays
take place during three days of theoretical training, all of which
is immediately put into practice during two days of training behind the
wheel.
OBJECTIVE:
550,000 km
Average number of km covered per driver without causing
any accidents involving third parties
47

2008 ANNUAL REPORT

2008 FINANCIAL REPORT

2008 ANNUAL REPORT
EXECUTIVE BOARD MANAGEMENT REPORT
Year ended 31 December 2008
I - REVIEW OF NORBERT DENTRESSANGLE GROUP AS AT 31 DECEMBER 2008
The economic crisis began to affect Norbert Dentressangle Group in the fourth
quarter 2008, and in particular the results of the Transport business. However,
the 31 December 2008 accounts were prepared on a going concern basis in view
of:
- positive 2008 earnings, including EBITDA of € 196 million, operating income
before goodwill (EBITA) of € 98 million and net income of € 42 million, as well
as positive earnings forecast in the 2009 budget;
- a lack of liquidity problems enabling the Group to meet its debt repayment
liabilities as they fell due in 2008, which is expected to continue in 2009
without any problems. In this regard note that as at 31 December 2008, the
Group has undrawn revolving credits including one of € 125 million;
- consolidated net assets, which remain strongly positive at € 311 million despite
reductions though unrealised exchange differences and by a loss on interest
hedges;
- the Company’s financial investments for which there is no counterparty risk.
Given the current environment, special attention was paid to providing for shortterm
assets at risk (e.g. trade receivables, etc.) and the Company’s other risks (e.g.
litigation, outstanding employee severance, asset restitution costs, “dilapidation
costs” and secured insurance funds, etc.). Long term assets were not written
down following impairment tests performed as part of the year-end closing
procedures.
- banking covenants on the debt taken out for the Christian Salvesen acquisition,
which were all in compliance at 31 December 2008;
• Consolidated income statement
Key figures from the consolidated income statement for the year ended 31 December 2008 were as follows:
■ In K€ Actual Actual Change
31-Dec-07 31-Dec-08 2008/2007
(incl. CS 17 days) (incl. C. Salvesen)
REVENUES 1,804,341 3,107,222 72%
EBITDA 150,298 196,024 30%
as a % of revenue 8.3% 6.3%
Underlying operating income 67,628 78,900 17%
as a % of revenue 3.7% 2.5%
EBITA 79,808 98,169 23%
as a % of revenue 4.4% 3.2%
Impairment/amortisation of allocated goodwill
and intangible fixed assets on acquisitions (4,033)
Negative goodwill 3,144
EBIT 82,952 94,136 13%
as a % of revenue 4.6% 3.0%
Net financial items (9,708) (34,411)
INCOME BEFORE TAX AND SHARE OF ASSOCIATES 73,244 59,725 (18%)
as a % of revenue 4.1% 1.9%
NET INCOME Group share 49,300 42,406 (14%)
as a % of revenue 2.7% 1.4%
2008 consolidated revenues came in at € 3,107 million, up 72% in relation to
2007 boosted by the full-year consolidation of Christian Salvesen, which was
acquired on 14 December 2007.
Organic growth over the year at constant exchange rates was 4.3%, including
+ 2.8% for Transport (despite a sharp slowdown of 7.2% in the fourth quarter)
and a 7.0% increase in Logistics.
2008 EBITDA (Earnings before Interest, Taxes, Depreciation and Amortisation),
amounted to € 196 million, up from € 150 million in relation to 2007 in view of
the increased size of the new Group.
Underlying operating income amounted to € 78.9 million, accounting for 2.5%
of consolidated revenues compared to 3.7% in 2007 (of which 3.9% for the
Group’s historic activities).
50

2008 ANNUAL REPORT
The 2008 underlying operating margin (underlying operating income/
revenues) held up well on the Group’s historic activities at 3.6%, even if it varied
significantly between the Logistics Division (5.3% of revenues) and the Transport
Division (2.7%), which were hit harder by the business slump at the end of the
year with industrial customers.
It should be noted that over the year, underlying operating income of the “ex-
Christian Salvesen” business units amounted to € 12.6 million or 1.0% of
revenues of these units. The margins were very similar among the various units.
In Transport, the strong performances posted by the French and Spanish
businesses were offset by sharp losses from the UK business. In Logistics,
excluding the French business which is currently turning around, the operating
margins of all ex-Christian Salvesen business units in Benelux and Great Britain
are approaching those of the Division as a whole.
Operating income before goodwill (EBITA, Earnings before Interest, Taxes and
Amortization) amounted to € 98.2 million or 3.2% of consolidated revenues and
was up € 18 million compared to the 2007 published operating income of
€ 79.8 million. The € 19.3 million excess over underlying operating income can
be explained as follows:
• € 11.2 million of costs for restructuring incurred during 2008 covering both
the integration of Christian Salvesen, and the action plans implemented at the
year-end (in particular € 4.2 million covering the UK Transport business).
• € 5.2 million of provision write-backs relating to loss-making businesses
bought from TNT in 2005.
• € 21 million of capital gains on sale of property, including € 19.7 million in
respect of the sale and lease-back (under an operating lease) of three logistics
sites and the sale and lease-back (under an operating lease) of a purchase option
for a logistics site.
• € 4.1 million of service cost provision write-backs prompted by the closure of
future entitlements for Christian Salvesen’s defined benefit pension scheme as
at 31 December 2008.
• € 0.2 million of other items that individually are not material.
A € 4.0 million amortisation charge on the customer relationship asset, which
will now recur in future years, was posted to the 2008 consolidated income
statement following the price allocation for the Christian Salvesen acquisition,
which reduced EBIT (Earnings before Interest and Taxes) to € 94.1 million. EBIT
now represents 3.0% of revenues, up € 11.3 million in relation to 2007, which
was boosted by € 3.1 million of negative goodwill (in conjunction with the
takeover of Beiersdorf’s logistics business).
Net financial items came in as a € 34.4 million expense including € 2.9 million
of foreign exchange losses and a € 2.3 million gain early in 2008 on unwinding
interest rate hedges taken out during the Christian Salvesen acquisition. While
the impact on earnings of the interest rate hedges was positive, the mark-tomarket
valuation of these hedges at 31 December 2008 turned out negative
reducing net assets by € 14.8 million following the collapse in interest rates
during the year.
The income tax expense was € 17.5 million i.e. 29.2% of pre-tax income.
This average rate is lower than previous years (e.g. 32.6% in 2007), due
principally to the Group’s growth abroad.
• Consolidated balance sheet
as at 31 December 2008
The consolidated balance sheet was significantly affected by the first-time
consolidation of Christian Salvesen Group as from 31 December 2007. Over
2008, balance sheet changes were largely due to translation adjustments on
the revaluation of balance sheet accounts and due to capital expenditure.
Net assets amounted to € 310.9 million, down from € 334.6 million end 2007
despite positive earnings for the year and a reasonable dividend payout. This
reduction can be explained in the following table:
- Net assets at 31/12/2007 (revalued in 2008
as part of the Christian Salvesen goodwill allocation) € 334.6 million
- 2008 net income € 42.4 million
- 2007 dividends € (10.5) million
- Asset and liability translation adjustments € (59.2) million
- Natural forex hedges on long-term investments € 30.9 million
- Translation adjustments on borrowings for vehicles € (7.4) million
in Romania, Poland and UK
- Mark-to-market adjustments of interest rate hedges € (14.8) million
as at 31/12/2008
- Deferred tax on forex and interest rate hedges € (4.3) million
- Cancellation of treasury shares/Impact of stock options +
share warrants (“B.S.A.”)
€ (0.9) million
- Other € 0.1 million
Net assets at 31 December 2008
--------------
€ 310.9 million
Most of the translation adjustments (net of hedges applied) derives from
a “long” balance sheet position of some £ 100 million leading to a
€ 29.8 million unrealised (i.e. no cash impact) foreign exchange loss
following the sharp depreciation of the pound sterling late in the year. Note
that this foreign exchange loss reduced to € 22 million based on the
euro/sterling exchange rate as at 28 February 2009.
At 31 December 2008, net borrowings amounted to € 553 million,
including € 591 million of gross borrowings less € 38 million in cash and
equivalents. Net borrowings represent 178% of shareholders’ equity, compared
to 159% at 31 December 2007 (€ 533 million in relation to € 335 million of
shareholders’ equity). Gross borrowings largely comprise € 411 million to
finance operating assets, which to a large extent are covered by buy-back
commitments from manufacturers in particular for motor vehicles, and the
borrowings taken out for the Christian Salvesen acquisition which amounted
to € 172 million.
The Group also has a € 125 million undrawn revolving line of credit at
31 December 2008.
During 2008, gross borrowings and available cash reduced by € 85 million
which corresponded to the repayment early in the year of the Christian
Salvesen revolving line of credit. The level of debt at the 2008 year end
matches the figures in the Business Plan prepared for the Christian Salvesen
acquisition despite the cash flow for the year being lower than initial
estimates.
Net income amounted to € 42.4 million or 1.4% of revenues, down 14%
compared to 2007 net income of € 49.3 million. This reduction arose due to
higher interest costs following the Christian Salvesen acquisition.
51

2008 ANNUAL REPORT
Total short and long term provisions fell from € 169 at 31 December 2007 to
€ 122 million at 31 December 2008.
This reduction is largely attributable to the use and write-back of
restructuring and severance provisions which were recorded during the
Christian Salvesen acquisition and used since, as well as a gradual reduction
in risks and liabilities of the businesses purchased from TNT in 2005 leading
to a € 6.4 million reduction in 2008.
This account includes a £ 40 million (€ 42 million) deficit on the Christian
Salvesen defined benefit pension fund. At 31 December 2008, the deficit was
valued on an actuarial basis at £ 61.7 million. In accordance with accounting
requirements, this estimated loss remained within the “corridor” and the
balance sheet was not adjusted.
The total value of goodwill amounted to € 355 million at 31 December 2008
including € 273 million allocated to Christian Salvesen Group. Due to the
depreciation in the pound sterling during the year, the value in euros reduced
by € 34 million over the year (offsetting the € 30 million reduction in liability
sterling translation adjustments posted to consolidated net assets).
Note also that a portion of the acquisition price was posted to “Customer
Relations”, and that the balance after amortisation (given that this asset is
amortised over the statistically estimated term of these relationship)
amounted to € 62 million at 31 December 2008 (€ 75 million at cost less € 4
million amortisation and less € 9 million foreign exchange differences).
The Cash Generating Units (CGU) to which the goodwill was allocated
underwent impairment tests at 31 December 2008, based on revenue and
EBIT margin growth assumptions, which were lower than those applied in
the Business Plan in order to factor in the economic environment. These tests
did not result in a requirement for goodwill impairment for the various CGU
at 31 December 2008.
Tangible assets stood at € 613 million at 31 December 2008, after a € 32 million
reduction during 2008 for a translation loss due largely to the pound sterling
depreciation in relation to the euro. Tangible assets stood at € 648 million at
31 December 2007. In addition to the accounting loss in value due to the
euro/ sterling exchange rate, note that three logistics sites were sold during
the year and that the Group also pursued a policy of renewing its vehicle fleet,
both for its historic activities and for its “ex-Salvesen” business. Tangible
assets can be broken down at 31 December 2008 as follows:
- Land and buildings € 133 million
- Transport vehicles € 370 million
- Equipment, plant and machinery € 62 million
- IT equipment € 15 million
- Other tangible fixed assets € 32 million
Since the Group does not hold real estate, it is constantly reviewing
opportunities to sell properties under sale and lease-back transactions.
Working capital reduced from - € 92 million at 31 December 2007 to
- € 44 million at 31 December 2008.
This reduction arose due to:
- € 29 million net cash outflows, which corresponds to the change during the
year in non-operating receivables and payables. On the other hand, the
balance of trade receivables and trade payables is negative and this did not
increase in 2008 despite the difficult environment (the average payment
terms of Group customers only increased by around 1.8 days at
31 December 2008 in relation to 31 December 2007 based on the former
Group consolidation structure);
- a € 9 million reduction in non-cash items, which mainly relates to accounting
reclassifications with a view to standardised accounting principles within
the Group; and
- a further € 10 million reduction in non-cash items, which relates to foreign
exchange differences.
• Cash flow statement
The consolidated cash flow statement shows operating cash flow of € 145 million,
up € 23 million in relation to 2007 operating cash flow based on the former
consolidation structure.
After changes in cash working capital, 2008 net cash flow came in at € 110 million.
2008 net cash flow on investment transactions amounted to a net outflow
of € 91 million including € 50 million received on the sale of three logistics
sites and the sale of an option on one logistics site.
Net cash flow after investments was € 19 million, which exceeds the Business
Plan due to a deliberate reduction in capital expenditure in the second half
that offset the delay in related activities.
€ 177 million in new borrowings were taken out during the year. € 266 million
in former borrowings were repaid. Adding this to the € 10.5 million payment
of the 2007 dividend, interest expenses paid during the year of
€ 31.5 million and a € 1.6 million purchase of treasury shares, the movement in
cash and cash equivalents for the year (after foreign exchange gains of € 4.6 million)
is a net outflow of € 110 million, which therefore reduces cash and cash
equivalents by € 147 million to € 38 million at 31 December 2008. This
balance, which was deliberately reduced early in 2008 when interest rates
were high, together with a € 125 million revolving credit line, should enable
the Group to meet its liabilities in 2009 as they fall due, in view of forecast
free cash flow for 2009.
• Ratios and banking covenants
Pursuant to the terms of the credit taken out for the Christian Salvesen
acquisition, the Company must comply with the following three covenants
at 31 December 2008:
- the gearing ratio (i.e. the ratio between total net borrowings - total debt less
net cash and cash equivalents - and consolidated shareholders’ equity) must
remain lower than 2.40;
- the net interest coverage ratio (i.e. the ratio between operating income
before goodwill - consolidated EBITA - and net financial costs) must exceed
2.50;
- the leverage ratio (i.e. the ratio between total net borrowings - total debt less
net cash and cash equivalents - and consolidated EBITDA) must remain
lower than 3.50.
52

2008 ANNUAL REPORT
At 31 December 2008, the Group complied with these three ratios.
Operating income divided by Capital Employed (pre-tax) (i.e. EBITA divided
by average capital employed) amounted to 11% as at 31 December 2008.
• Operational results of the two Divisions
Return On Equity (ROE) (i.e. net icome divided by net assets) amounted to
14%, stable vis-à-vis 2007.
Breakdown of revenue, underlying operating income (before extraordinary items), and EBIT between the two business divisions was as follows for the year ended
31 December 2008:
In K€ LOGISTICS TRANSPORT TOTAL GROUP
31/12/07 31/12/08 31/12/2008 31/12/07 31/12/08 31/12/08 31/12/07 31/12/08 31/12/08
Historic Historic Historic
activities activities activities
Consolidated revenue 675,291 1,363,719 677,059 1,129,050 1,743,503 1,142,909 1,804,341 3,107,222 1,819,968
Underlying operating income 28,782 42,672 35,704 38,875 36,228 30,606 67,628 78,900 66,310
4.3% 3.1% 5.3% 3.4% 2.1% 2.7% 3.7% 2.5% 3.6%
EBITA 36,912 68,227 58,733 42,895 29,942 29,748 79,808 98,169 88,481
5.5% 5.0% 8.7% 3.8% 1.7% 2.6% 4.4% 3.2% 4.9%
These comparisons show clearly:
- In the Logistics Division, a good operating performance in the historic
activities in terms of profitability, with revenues remaining constant; while
operating results in the “ex-Salvesen” business were sharply down but still
better than in the first half.
- In the Transport Division, 2008 underlying operating income down on
2007 (2.7% of revenue against 3.4% in 2007), and EBIT of the “ex-Salvesen”
business that was virtually break even, with strong disparities between the
three Transport Business Units.
• Logistics Division
2008 was overall satisfactory for the Logistics Division.
The integration of the Christian Salvesen operations at the beginning of the
year was carried out according to plan.
Profitability of the ex-Salvesen activities improved strongly in the second part
of the year, even if it remains down on the historic performance of the Group’s
logistics business.
The end of the year was more difficult both as regards the number of new
contracts reviewed and with regard to business volume on certain sites.
Nevertheless the overall results are perfectly acceptable, with the good French
performance within the historic activities partly compensating for the lower
profitability of the international and the ex-Salvesen activities.
France
Historic activities
Revenue for the year (€ 478 m) has increased slightly over the previous year
(+ 2.4%).
Sales activity was satisfactory in that all the contracts up for renewal were in
fact renewed; nevertheless the low level of new opportunities has been noted.
The progress of operations was on the whole satisfactory. .
As a result, the operating margin was perfectly reasonable and up on the
previous year, even though 2007 was boosted by the positive impact of the
resumption of Beiersdorf operations (i.e. € 3.1 m of negative goodwill).
Ex-Salvesen activities
The French business of the former Christian Salvesen activities posted
revenue of € 75 m on 14 sites. Restructuring plans (head office) and accounting
adjustments that were carried out during the first half weighed heavily on
earnings.
The situation improved during the second half, even if three sites ran into
serious difficulties largely due to contracts signed under bad conditions.
United Kingdom
The historic subsidiary was integrated operationally as from February 2008 in
the ex-Salvesen activities.
In total, revenues (€ 456 m) came in above budget, with good sales
performance and margins greater than the estimates made at the beginning of
the year. However, we are experiencing the effects of open-book contracts and
strong end-of-year pressure from customers as a result of problems in the UK
economy.
Netherlands
Integration of Christian Salvesen activities with historic activities was most
complex in the Netherlands, insofar as the activities were of comparable size
but managed in a different manner.
The operating companies were nevertheless merged by the end of the year.
Italy-Switzerland
In Italy, revenue was in line with that of the previous year. The result remains
down on our standards but is up 20% compared to 2007.
The situation in Switzerland does not call for any particular comment.
53

2008 ANNUAL REPORT
Belgium
The activity of the two companies from the Salvesen activities is based on
4 sites. Their activity is judged satisfactory and does not call for any particular
comment.
Spain
Historic activities
Spain has had a disappointing year in terms of profitability even if revenues
progressed strongly boosted by two new major contracts.
Salvesen Logistica
This 50-50 joint venture with Danone, with whom it carries out the majority
of its business, had a perfectly satisfactory year.
Central Europe
In spite of the arrival of a new customer, our Czech subsidiary continues to
suffer from the loss of an important customer which has ceased its activities
in that country.
In addition the start up of a new site at Brno was complicated. This subsidiary
saw a reasonable increase in its revenue and an improvement in margins.
In Poland sales development and strictly controlled costs made 2008 a very
good year. Nevertheless, the absolute size of the subsidiary (€ 8.2 m revenue)
remains limited for the time being.
The situation in Romania is satisfactory, but it is made more complex by the
presence of just one customer.
• Transport Division
Revenue
For the year ended 31 December 2008, Transport Division revenue came in
at € 1,743 million, up 54% over the previous year.
This revenue increase took place in a year of extreme contrasts, with a fourth
quarter significantly down compared to 2007 under the dual influence of
falling volumes that began in October and a change in 2008/2007 fuel price
trends that started in November.
Over the historic activities, the slowdown in volumes (after adjustment for
variations in fuel prices) in the fourth quarter was down 8% in October, down
10% in November and down 18% in December.
During the first quarter of 2009, the trend stabilised around - 15% (after
adjustment for fuel prices and restructuring at Transport UK) and at - 10%
for own fleet activity (absorption effect from reduction in sub-contracting).
Aside from this unexpected contrast between the two halves, 2008 revenue
was characterised by:
• Our reasonable success in passing increases in fuel prices on to our
customers;
• An excellent level of contract renewals, the only significant losses being
within the ex-Christian Salvesen activities, in particular the termination of
the GM inbound contract in Great Britain (which incidentally reduces our
business exposure to the automotive sector);
• Significant gains in transport solution contracts (Key PL ® solution) in
France and Great Britain. The volume of bids in progress remains
satisfactory and the portfolio of prospective customers is of good quality.
Earnings
For the year ended 31 December 2008, EBIT amounted to € 29.9 million or
1.7% of revenue, down € 13 million from the previous year (actual operating
margin of 3.8%).
This lower performance is principally linked to:
• The Division’s bad second half; largely the consequence of the abrupt
slowdown in activity in mid-November and € 4 million of unbudgeted
restructuring costs;
• The negative contribution of the ex-Christian Salvesen UK transport
activities.
Across all business units, the transport operating results for 2008 were
marked by:
• Satisfactory sale price trends (net of fuel costs);
• Driver and tractor unit productivity significantly down from 2007, the
consequence of adapting for the drop in volumes that was carried out at the
start of 2009; and
• Overhead costs that were controlled but increasing in proportion towards
the year end, there too the consequence of the period of adaptation required
for the drop in volumes.
Faced with the abrupt drop in business in November, a crisis plan was
launched in December 2008 and the start of 2009 in order to adapt our
production structure to the new level of business and reduce our break-even
point. To date, this plan is characterised by:
• A rapid change in employee numbers in the majority of countries in
Europe;
• A wage freeze in 2009 as part of the national joint negotiations;
• Systematic action plans aimed at reducing our purchase prices for our entire
range of purchases;
• An adjustment in the number of tractor units thanks to the flexibility of our
“manufacturers’ buy-back” systems and to a lesser extent for semi-trailers,
the result of the collapse of the semi-trailer market; and
• An additional pressure on control of operating costs.
In the difficult environment of the second half and of the fourth quarter in
particular, Transport posted good performance in cash management and
control of capital expenditure:
• The average payment period for customers in 2008 remained stable from
the previous year;
• Net capital expenditure was progressively adjusted during the year; and
• Customer risks were properly controlled during this difficult period.
Nevertheless, the Transport Division remains exposed to business in the
automotive sector.
54

2008 ANNUAL REPORT
Investment in Novatrans (minority interest of 15.3%)
Provisional operating income for Novatrans in 2008 amounted to a loss of
€ 5.9 million, following a 2007 loss of € 1.6 million. Provisional revenue
remains stable, but was sharply down (- 20%) in the fourth quarter.
The book value of our investment of € 2.3 million has not been written down
because of the presence of a principal shareholder and the strategic value of
the company and our holding therein.
Holding in Interbulk (6.6% equity stake)
This company’s current situation is characterised by:
• A drop in revenues of around 20% and debt of some £ 107 million/4 times
EBITDA; and
• The arrival of a new non-executive chairman (David Rolph) from the
petrochemical industry.
• Change in scope of consolidation:
There was no significant change in consolidation during 2008. Various
subsidiaries were founded without significant activity during the year:
Norbert Dentressangle Maintenance UK Ltd, Norbert Dentressangle
Transport Services Ltd, TND Slovakia Sro, ND Logistics Ukraine.
Acquisition of minority interest
During the first quarter of 2008, the Group acquired a 4.38% interest in the
equity and voting rights of Novatrans (French leader in combined rail-road
transport) following a capital increase, raising the Group’s holding to 15.3%
as of 23 March 2008. Novatrans posted revenue of € 119 million and
provisional net loss of € 5.9 million in 2008.
• Human resources
At 31 December 2008 Norbert Dentressangle Group employed 28,600 people
as against 29,631 at 31 December 2007.
• Integration and social promotion
- Strengthening Group differentiation (Personalising the offer - Innovation -
Reducing costs - the Brand)
- A human resources policy that encourages an entrepreneurship.
During the first two months of 2009 we have seen a 15% and 2% fall in
business volumes in Transport and Logistics respectively compared to 2008.
This difficult period and poor visibility among our customers does not allow
us to make a precise forecast for the year as a whole.
While we remember that Norbert Dentressangle Group has a tradition of
continued growth, in a falling market priority today must be given to
profitability. As it has always done, the Group uses the flexibility of its
industrial base to adapt to its customers’ fluctuating volumes. Furthermore,
our size and geographical spread, the diversity of our customers, our high
quality of service and our robust balance sheet are all strong defences with
which to weather the crisis and see our competitive position strengthened.
For the medium term our growth is focused on three areas:
1 - Transport
We have major sources of growth on our side, such as the development of
Central Europe, our determination to achieve market leadership in transport
solution in Europe, and the creation of a European pallet distribution
network.
2 - Logistics
Our size and market share are extensive in France and to a certain degree in
Great Britain, but we must establish equivalent leadership positions in
Southern and Central European countries, and even Northern Europe. In the
market for chilled logistics, our prospects for development are also
impressive.
3 - Freight forwarding
The acquisition of expertise in this third business in the medium term, in
order to complete the range of our offer and develop our activities beyond the
confines of Europe.
49.3% of the total workforce are salaried employees outside France (49% end
2007).
2008 staff costs amounted to € 1,012 million, as against € 1,008 million “pro
forma” in 2007, i.e. assuming Christian Salvesen had belonged to Norbert
Dentressangle Group for the entire 12 months of 2007.
For information, the lines “Incentives” and “Profit-sharing” in 2008 amounted
to € 11.8 million for the Group as a whole, comparable to the € 12.1 million
paid in 2007 “pro-forma” for Norbert Dentressangle and Christian Salvesen
Groups taken together.
No major employment dispute arose within the Group in 2008.
• Outlook for 2009 and the medium term
The sharp and deep downturn in the economic environment noted in the last
quarter of 2008 puts in doubt the road map produced at the beginning of
2008 in the business plan “Passion Rouge 2010”.
Nevertheless the qualitative elements underlying this business plan remain
valid, that is to say:
- “All your Norbert in all countries”, focusing on organic growth.
- Taking sustainable development into account on a day-to-day basis, with 4 major
Group commitments:
• Reducing greenhouse gas emissions
• Road safety
• Environmental site management
55

2008 ANNUAL REPORT
II - PARENT COMPANY FINANCIAL STATEMENTS, GROUPE NORBERT DENTRESSANGLE
The key figures of the financial statements for the year ended 31 December
2008 of Groupe Norbert Dentressangle S.A., Group holding company, are as
follows:
- Net assets of € 203 million, including € 15.6 million for 2008 net income,
up € 7 million in relation to the 31 December 2007 balance of € 196 million;
- Net financial debt of € 290 million. Note that the Company carries all debt
taken out for the Christian Salvesen acquisition, and that it also performs a
treasury management function on behalf of its subsidiaries;
- The balance sheet value of its investment in its subsidiaries amounted to
€ 539 million;
- The Company posted a 2008 operating loss of € 6.7 million, which was
largely caused by non-recurring costs in 2008 comprising restructuring
costs that became necessary during the integration of Christian Salvesen. It
follows that this loss is expected to reduce in the future.
• Long-term investments
The gross value is the cost of purchase.
At the balance sheet date, long-term investments are stated in the balance
sheet at the lower of cost and fair value. In accordance with Opinion no.
2007-C of 15 June 2007 of the Emergency Committee of the CNC (Conseil
national de la comptabilité - French National Accounting Standards Board),
as from 1 January 2007, Groupe Norbert Dentressangle S.A has elected to
capitalise the purchase expenses for the equity investments and write them off
over 5 years based on accelerated tax depreciation.
• Non-tax deductible expenditure
In accordance with the provisions of Article 223 quater of the French General
Tax Code, please note that none of the items of expenditure listed in Article
39-4 of the French General Tax Code were included in taxable income.
• Significant events and amendments to
Articles of Association having occurred
during the year
- renew Ms Evelyne Dentressangle’s and Mr Bruno Rousset’s terms of office as
members of the Supervisory Board for a four year period;
- appoint Messrs Vincent Ménez and Jean-Luc Poumarède as new members of the
Supervisory Board, also for four years.
Furthermore, pursuant to a resolution dated 24 July 2008, the Supervisory Board
appointed Mr François Bertreau as CEO for his remaining term as member of the
Executive Board, as replacement for Mr Jean-Claude Michel.
Amendments to the Articles of Association
The Combined Ordinary and Extraordinary General Meeting of 22 May 2008,
decided to pass an extraordinary resolution amending the following articles
within the Articles of Association:
- Article 6-III “Contributions - Share Capital”, to change the minimum
number of shares to be held by Supervisory Board members to 100, in order
to make it comply with the latter’s internal regulations;
- Article 29 “Shareholders’ General Meetings”, in order to make it comply
with legislation.
• Significant events and amendments to
Articles of Association having occurred
since the balance sheet date
Significant events
Apart from the economic crisis events well known to the general public in
relation to our business sector, no particular events have had a material
impact on Groupe Norbert Dentressangle S.A.’s accounts since 31 December
2008.
Amendments to the Articles of Association
The Articles of Association have not been amended since the Combined
Ordinary and Extraordinary General Meeting of 22 May 2008.
• Activities and earnings of subsidiaries and
controlled entities
The revenues and earnings of subsidiaries and sub-subsidiaries, which are all
consolidated, appear on the following page. Furthermore, Norbert
Dentressangle Group’s activities as specified by business division under I
above provide a summary of their activities.
Significant events
The Combined Ordinary and Extraordinary General Meeting of 22 May 2008
resolved to:
SUBSIDIARIES AND EQUITY INVESTMENTS
■ In K€
Subsidiaries Share Other % Gross Net value Loans and Endorsements Revenues Net Dividends
capital shareholders’ held value of of investment shareholder and surety income received
equity investment loans bonds
NDT 38,850 103,233 100 99,639 99,639 (77,325) 0 20,491 (20,661) 8,897
ND LOGISTICS 31,171 40,928 100 59,303 59,303 (38,841) 0 437,943 17,096 14,993
OMEGA 2 1,800 9,089 100 1,800 1,800 (68,900) 0 1,656 8,956 450
SALVESEN 80,361 115,184 100 370,208 357,003 0 0 4,607 15,627 0
INTERBULK 38,326 40,061 7 5,978 5,902 0 0 326,073 1,083 0
NOVATRANS 7,200 2,972 15 2,281 2,281 0 0 119,036 (5,980) 0
TOTAL 197,708 311,467 539,209 525,928 (185,066) 0 909,806 16,121 24,340
56

2008 ANNUAL REPORT
• Acquisitions of interest and takeovers
During the year, various subsidiaries were founded without any significant
activity in 2008: Norbert Dentressangle Maintenance UK Ltd, Norbert
Dentressangle Transport Services Ltd, TND Slovakia Sro, ND Logistics Ukraine.
During first half 2008, the Company acquired 4.12% of the share capital and
voting rights of Novatrans.
Christian Salvesen and Interbulk are sterling-managed foreign companies. The
closing rate is applied for share capital and shareholders’ equity computations,
and an annual average rate is applied for revenue and net income. The other
columns, particularly the value of securities, are taken from the 2008 Norbert
Dentressangle Group financial statements financial statements. Information
relating to Novatrans and Christian Salvesen as presented is based on the 2008
draft financial statements subject to their approval by the Shareholders’ General
Meeting to be held in 2009.
The investment portfolio of Groupe Norbert Dentressangle is periodically
valued to determine whether there is any need to set aside an impairment
provision.
This is based on the consolidated value of the Company, its current and future
contribution to Group consolidated income and its current and future capacity
to generate positive cash flow.
A provision is set aside where the valuation based on these various criteria
shows that the book value of securities exceeds the company’s earnings and
cash flow capacity.
• Outlook
In 2009, Groupe Norbert Dentressangle will have the same type of revenue
streams and expenses as those in 2008. Earnings and net assets are not
expected to change significantly compared to those in 2008 unless the
economic situation deteriorates.
III - REPORT ON RESOLUTIONS SUBMITTED TO THE ORDINARY AND EXTRAORDINARY
GENERAL MEETING
• Appropriation of earnings
You are requested to deliberate on the appropriation of net income for the
financial year, to wit:
Net income for the financial year € 15,577,663.98
Plus retained earnings brought forward € 45,379,520.78
Representing a total available amount of € 60,957,184.76
Appropriated as follows, the statutory reserve
being fully funded:
- appropriation to a special reserve account pursuant
to the provisions of Article 238 bis AB of the French
General Tax Code € 7,166.00
- to shareholders by way of dividends € 6,885,368.70
- to the “distributable reserve” € 10,240,000.00
to increase the balance thereof to € 110,000,000
- the balance, to “retained earnings” € 43,824,650.06
_______________
That is a total amount of € 60,957,184.76
Consequently, for the financial year, each share shall be allocated a € 0.70
dividend, entitling French resident individuals to the 40% tax relief provided
for under Article 158.3-2 and 4 of the French General Tax Code, unless the
taxpayer elects for an 18% withholding tax prior to payment. This dividend
shall be paid out to shareholders on 3 June 2009.
Please note that the amount of dividends distributed in respect of the preceding
three financial years and the corresponding tax credits were as follows:
Financial Year Net euro amount Relief in € Number of shares
2007 1.10 0.44 9,550,627
2006 1 0.40 9,835,693
2005 0.89 0.356 9,783,993
Dividends not paid out pursuant to Article L.225-210 of the French
Commercial Code, that is those relating to treasury shares, shall be
appropriated to the “retained earnings” account (4 th proposed resolution).
• Replacement of an alternate joint statutory
auditor
In order to replace Mr Pascal Vuaillat, the alternate joint statutory auditor who
is resigning, Ms Evelyne Chansavang, residing in the 3rd arrondissement of
Lyon (69003) at 71 cours Albert Thomas, should be appointed to this position
for the remainder of Mr Pascal Vuaillat’s term of office (5 th proposed
resolution).
Please note that Mr Pascal Vuaillat, a partner with the firm Actitud Audit -
Alain Bonniot & associés, a Joint Statutory Auditor for our Company, will
normally be, for the financial year 2009, the partner responsible for and
signatory of the reports to be issued, given that Mr Alain Bonniot is no longer
able to perform these duties given the provisions of Article L.822-14 of the
French Commercial Code.
• Trading in treasury shares - Powers
to be granted
At the Combined Ordinary and Extraordinary General Meeting of 22 May 2008
(10 th resolution), shareholders authorised the Company to trade in its treasury
shares on the stock market. In that regard, no shares were purchased by the
Company as of 31 December 2008.
Please note that during the first quarter of 2008, and using the authorisation
granted by the Combined Ordinary and Extraordinary General Meeting of 30 May
2007, the Company purchased 50,000 shares at an average weighted price of
€ 56.92.
In addition, during the 2008 financial year, 31,043 shares were sold to employees
as part of stock option schemes agreed at an earlier date, to wit:
- 29,543 shares, at a price per share of € 39.64, arising from stock options granted
by the Executive Board on 29 March 2004 under the scheme authorised by the
Combined Ordinary and Extraordinary General Meeting of 29 May 2002;
- 1,500 shares, at a price per share of € 39.88, arising from stock options granted
by the Executive Board on 9 September 2004 under the scheme authorised by
the Combined Ordinary and Extraordinary General Meeting of 25 May 2004.
At the financial year-end, the total number of treasury shares held was therefore
269,071, representing 2.74% of the Company’s share capital as at 31 December
2008.
57

2008 ANNUAL REPORT
In the 6 th resolution, we propose that you authorise the Executive Board, for a
period of 18 months, to acquire shares in the Company up to the statutory cap
of 10% of the number of shares making up its share capital (5% in the case of
shares acquired to be held or exchanged, or to be transferred as consideration
in conjunction with merger, demerger or capital contribution transactions),
taking into account shares already purchased. In any event, this authorisation
shall expire at the Shareholders’ General Meeting called to vote on the financial
statements for the financial year ending 31 December 2009. The maximum
purchase price for the shares shall be € 75 per share. This new authorisation
supersedes the earlier authorisation. Please note that it is mandatory that these
shares, which do not carry any entitlement to dividends as a matter of course,
be registered and devoid of voting rights.
• Cancellation of treasury shares held
We propose in the 7 th resolution that you authorise the Executive Board to
cancel treasury shares held by the Company, without exceeding 10% of the
Company’s share capital. This authorisation is requested for a term of
18 months and shall expire at the Annual Shareholders’ General Meeting held
in 2010. Your Statutory Auditors have drawn up a special report to this effect.
• Financial authorisations
We also wish that you authorise your Executive Board, as is done each year,
to issue securities carrying an immediate or future entitlement to equity, or to
the allocation of debt instruments, with or without a pre-emptive
subscription right, so that the Company may have the requisite resources to
continue the Group’s development at the relevant time and as opportunities
arise (8 th , 9 th , 11 th and 13 th resolutions).
You are thus requested to authorise your Company to increase the share
capital on one or more occasions, up to an aggregate nominal value of
€ 20,000,000. The nominal value of the securities or debt instruments that
may be issued shall not exceed € 400,000,000.
We also propose that, pursuant to the terms of the authorisation to be granted
in the 9 th resolution (increase in the share capital without a pre-emptive
subscription right), you allow the Executive Board, within a 10% limit of the
share capital per twelve-month period, to set the issue price for public tender
offers or offers referred to in section II of Article L.411-2 of the French
Monetary and Financial Code, pursuant to the following:
(a) for equity securities to be issued immediately, the Executive Board shall be
entitled to set the issue price at either (i) the average price observed over a
maximum six-month period prior to the issue or, (ii) the average weighted
market price on the trading day preceding the issue less a maximum 20%
discount;
(b) for equity securities issued at different intervals, the issue price shall be
the sum immediately collected by the Company plus that likely to be
subsequently received by the Company which for each share shall be at least
equal to the amount referred to in (a) above, depending on the chosen option.
This proposal, set forth in the 10 th resolution, seeks to give the Executive
Board greater flexibility in the decisions it may have to make.
These authorisations are requested for a term of twenty-six months.
The power to carry out a share capital increase without a pre-emptive
subscription right is granted to minimise the regulatory formalities and time
periods required for a public issue, it being specified that the Executive Board
may, in that event, reserve a priority right for shareholders allowing them to
subscribe for shares before the public are entitled thereto. Furthermore, in the
event of a share issue without a pre-emptive subscription right, except if the
authorisation requested in the 10 th resolution is applied, the amount due to
accrue to the Company shall be at least equal to the weighted average quoted
share price during the last three trading sessions prior to computation of the
said amount, reduced, where applicable, by a maximum 5% discount, subject
to adjustment if necessary.
In order to comply with statutory provisions, we propose that you authorise
your Executive Board to increase the company’s share capital by a maximum
nominal value of € 393,000, representing approximately 2% of the company’s
current share capital, by way of an issue of new shares to be subscribed for in
cash by the Group’s employees. The issue price shall be set by the Executive
Board and shall not be lower than 20% of the average opening price over the
twenty trading days prior to the decision to commence the subscription, or
lower than 30% of such average price where the lockout period set forth in
the plan pursuant to Articles L.3332-25 and L. 3332-26 of the French
employment code is at least ten years.
• Stock options
To enable some of the Group’s employees to share in the Group’s profits, we
propose that you authorise the Executive Board to grant stock options.
The total number of stock options shall not represent more than 250,000 shares.
You are requested to grant this authorisation, set forth in the 15 th resolution,
for a thirty-eight month period. The adoption of the abovementioned
resolution shall cancel the authorisation granted previously under the
16 th resolution of the Combined Ordinary and Extraordinary General meeting
of 30 May 2007 with respect to the stock options that are not allocated.
• Extension to the period of validity for 2006
warrants
Given the difficult circumstances our business is experiencing, we propose
that you extend the period of validity for the warrants allocated to the
beneficiaries named in the 10 th resolution of the Shareholders’ General
Meeting of 23 May 2006, from 31 May 2009 to 31 May 2013 inclusive, it
being specified that all the other terms and conditions shall remain
unchanged (16 th resolution).
This extension shall be set forth in a special report issued by your Statutory
Auditors.
Furthermore, the beneficiaries concerned by this resolution shall not be
entitled to vote if they are shareholders of our Company.
In the 13 th resolution we propose that like last year, you authorise your
Executive Board to issue securities, not exceeding 10% of the share capital, in
consideration for the transfers of non-monetary assets comprising equity
securities or securities giving access to said share capital. Increases in share
capital taking place as such shall not be subject to the two limits set forth in
the 8 th resolution.
58

2008 ANNUAL REPORT
• Amendment to the Articles of Association
Given the numerous financial authorisations granted to the Executive Board,
we propose that Article 14-1 in our Company’s Articles of Association,
“Powers and Obligations of the Executive Board - General Management”, be
amended in order to reinforce the Supervisory Board’s monitoring of the
Executive Board’s decisions, which are legally subject to prior approval.
now be reworded as follows: “The same shall also apply to the allocation of all
stock options and bonus shares to the Executive Board members, as well as the issue
of all securities which are likely to cause a change to the Company’s share capital”.
We also propose that this modification, set forth in the 17 th resolution, be
immediately applicable to the powers and authorisations granted to the
Executive Board in the 8 th , 9 th , 11 th , 13 th , 14 th and 15 th resolutions.
To this effect, paragraph 6, which currently reads as follows: “The same shall
also apply to the allocation of stock options to the Executive Board members”, shall
IV - OTHER LEGAL NOTICES
OFFICES AND POSITIONS HELD BY YOUR CORPORATE OFFICERS DURING FY 2008:
1. Members of the Supervisory Board
• Evelyne DENTRESSANGLE
Company
Office
GROUPE NORBERT DENTRESSANGLE
Member of the Supervisory Board and Deputy-Chairman
FINANCIERE NORBERT DENTRESSANGLE Director (until 17/11/2008)
SOFADE
Chairman
TOURS NORD TRANSIT
Manager
CAVAILLON TRANSIT
Manager
LONGUEIL TRANSIT
Manager
SAINT RAMBERT TRANSIT
Manager
SAINT DESIRAT TRANSIT
Manager
BEAUSEMBLANT IMMOBILIER
Manager
CHAMBERY TRANSIT
Manager
LILLE TRANSIT
Manager
ND COULOGNE ENTREPOT
Manager
SAINT VALLIER CALAIS
Manager
SAT 3D IMMOBILIER
Manager
SAT 3E IMMOBILIER
Manager
SAT 3G IMMOBILIER
Manager
SETHI IMMOBILIERS
Joint manager
SETHI NORD IMMOBILIER
Joint manager
SIGMA 1
Joint manager
SIGMA 2
Joint manager
FELIX POTIN
Permanent representative of FINANCIÈRE NORBERT DENTRESSANGLE, Director
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
FINANCIERE NORBERT DENTRESSANGLE
FINAIXAM
MEGA PRODUCTIONS
BORDEAUX TRANSIT
PORT CHAMPAGNE
PLA 2F IMMOBILIER
Deputy Managing Director
Member and Deputy-Chairman of the Supervisory Board
Director
Manager
Manager
Manager
59

2008 ANNUAL REPORT
• Norbert DENTRESSANGLE
Company
GROUPE NORBERT DENTRESSANGLE
FINANCIÈRE DE CUZIEU
FINANCIERE NORBERT DENTRESSANGLE
SOFADE
ND INVESTISSEMENTS
PLA 2A IMMOBILIER
PLA 2E IMMOBILIER (now GALAURE INVESTISSEMENTS)
FINANCIERE DE LA GALAURE
TEXIM
TEXMAT
AXA
SEB
SOGEBAIL
Office
Chairman of the Supervisory Board
Chairman
Chairman
Managing Director
Chairman
Manager
Manager
Manager
Joint Manager
Joint Manager
Deputy-Chairman of the Supervisory Board
Director
Director
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
FINANCIÈRE EGNATIA
FINAIXAM
EGNATIA
VIA LOCATION
SAT 3 D IMMOBILIER
SAT 3 E IMMOBILIER
VIA LOCATION ILE DE FRANCE
VIA LOCATION FRANCE PROVINCES
NDI
PLA 2B IMMOBILIER
PLA 2C IMMOBILIER
SIPAREX CROISSANCE
EMIN LEYDIER
Permanent representative of FINANCIÈRE NORBERT DENTRESSANGLE, Director
Chairman of the Supervisory Board
Director
Permanent representative of FINANCIÈRE NORBERT DENTRESSANGLE, Director
Manager
Manager
Permanent representative of FINANCIÈRE NORBERT DENTRESSANGLE, Director
Permanent representative of FINANCIÈRE NORBERT DENTRESSANGLE, Director
Manager
Manager
Manager
Director
Member of the Supervisory Board
• Henri LACHMANN
Company
GROUPE NORBERT DENTRESSANGLE
SCHNEIDER ELECTRIC S.A.
AXA
Various or mutual insurance companies of the AXA Group
VIVENDI
FIMALAC
TAJAN
CENTRE CHIRURGICAL MARIE LANNELONGUE
FONDATION POUR LE DROIT CONTINENTAL
CONSEIL DES PRELEVEMENTS OBLIGATOIRES
FONDATION TELEMAQUE
INSTITUT MONTAIGNE
Office
Member of the Supervisory Board
Chairman of the Supervisory Board
Member of the Supervisory Board
Director
Member of the Supervisory Board
Non-voting board member
Non-voting board member
Chairman of the Board of Directors
Chairman
Member
Chairman
Deputy-Chairman and Treasurer
60

2008 ANNUAL REPORT
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
VIVENDI UNIVERSAL
SCHNEIDER ELECTRIC S.A.
SCHNEIDER ELECTRIC INDUSTRIES SAS
Various companies of the SCHNEIDER ELECTRIC Group
FINAXA
FIMALAC
ETABLISSEMENTS DE DIETRICH & CIE
Director
Managing Director
Managing Director
Director
Director
Director
Director
• Pierre-André MARTEL
Company
GROUPE NORBERT DENTRESSANGLE
CARAVELLE SA
XRT
COOPER SAS
ARCOLE INDUSTRIES
PX HOLDING SAS
NINA SAS
SOPRA GMT S.A.
SOPRA GROUP S.A.
MARREL SAS
FRUEHAUF SAS
Office
Member of the Supervisory Board
Chairman of the Board of Directors
Chairman of the Supervisory Board
Managing Director
CEO
Managing Director
Managing Director
Member of the Board of Directors
Member of the Board of Directors
Member of the Supervisory Board
Member of the Supervisory Board
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
DUPLI 31
INNODEC SA
LEGRIS INDUSTRIES SA
SONOVISION-ITEP SAS
Director
Member of the Board of Directors
Member of the Supervisory Board
Member of the Supervisory Board
• François-Marie VALENTIN
Company
GROUPE NORBERT DENTRESSANGLE
FMV & ASSOCIES SARL
VAUCRAINS PARTICIPATIONS
Office
Member of the Supervisory Board
Manager
Director
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
FINAIXAM SA
EGNATIA
ELCO BRANDT S.A.
Member of the Supervisory Board
Director
Member of the Supervisory Board
61

2008 ANNUAL REPORT
• Bruno ROUSSET
Company
GROUPE NORBERT DENTRESSANGLE
AXERIA PREVOYANCE S.A.
AXERIA IARD S.A.
AXERIA COURTAGE S.A.
AXERIA VIE SA
APRIL GROUP VIE EPARGNE SA
APRIL PATRIMOINE SA
ISR COURTAGE S.A.
SOLUCIA PROTECTION JURIDIQUE S.A.
ASSINCO
APRIL GROUP PREVOYANCE INDIVIDUELLE SA
APRIL ASSURANCES
APRIL MOBILITE
APRIL SANTE SA
APRIL MARKETING SOLUTIONS SA
APRIL REUNION SA
SOLIDARIS
TMS CONTACT
APRIL GROUP DOMMAGES PARTICULIERS SA
APRIL IMMOBILIER
SFG SA
FGA SA
EASYSSUR SA
FRANCE PLAISANCE ASSURANCE S.A.
ASSURTIS SA
CGCA
GI2A
HABITANCE S.A.
AMT ASSURANCES S.A.
APRIL IARD SA
MUTANT ASSURANCES S.A.
APRIL SOLUTIONS S.A.
ASSURDOM GESTION S.A.
MORAL CARAÏBES S.A.
APRIL GROUP DOMMAGES ENTREPRISES SA
APRIL GROUP CORPORATE SA
COGEALP SA
HAUSSMANN CONSEILS S.A.
APRIL ASSURANCES ENTREPRISES SA
APRIL SOLUTIONS ENTREPRISES S.A.
EUROPASSUR SA
CIARE SA
SASCO SA
APRIL COVER SA
APRIL CORPORATE BROKING SA
DOUDET CHARLET S.A.
AVS SA
Office
Member of the Supervisory Board
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Member of the Supervisory Board
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Member of the Supervisory Board
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Member of the Supervisory Board
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Member of the Supervisory Board
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Member of the Supervisory Board
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Permanent representative of APRIL GROUP, Director
Member of the Supervisory Board
Member of the Supervisory Board
62

2008 ANNUAL REPORT
EIG APRIL TECHNOLOGIES
Permanent representative of APRIL GROUP, Director
EIG APRIL COURTAGE
Permanent representative of APRIL GROUP, Director
EIG LA MAISON COMMUNE
Chairman
FORUM FINANCES SA
Director
APRIL ALPHA
Director
APRIL DELTA
Director
APRIL GAMMA
Director
APRIL KAPPA
Director
APRIL SIGMA
Director
APRIL OMEGA
Director
EVOLEM SA
Chairman of the Board of Directors
MONCEAU ASSURANCES S.A.
Director
KAELIA S.A. Permanent representative of EVOLEM 1
EM LYON
Director
VIVIER-MERLE
Joint Manager
APRIL CEE DEVELOPMENT KFT
Managing Director
APRIL ITALIA SPA
Director
APRIL FINANCIAL SERVICES AG
Member of the Supervisory Board
APRIL GERMANY AG
Member of the Supervisory Board
APRIL IBERIA S.A.
Director
L&E TITLE GROUP
Director
LETIS
Director
APRIL YACHT BROKER DI ASSICURAZIONI SPA
Director
DIERREVI SPA
Director
APRIL NORTH AMERICA INC
Director
DAVE ROCHON ASSURANCES INC
Director
ESCAPADE ASSURANCES VOYAGES INC
Director
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
VBS S.A.
EVOLEM 1 SAS
TERRE D’ENTREPRISES S.A.
BANQUE POPULAIRE DE LYON S.A.
Director
Permanent representative of EVOLEM
Member of the Supervisory Board
Director
• Jean-Luc POUMAREDE
Company
GROUPE NORBERT DENTRESSANGLE
TO DO TODAY SAS
S+L SAS
Office
Member of the Supervisory Board
Member of the Board of Directors
Chairman
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
DELOITTE SA
DELOITTE TOUCHE TOHMATSU SA
DELOITTE TOUCHE TOHMATSU AUDIT
FINA SA
IN EXTENSO NATIONAL SA
IN EXTENSO OPERATIONNEL SA
Director and Deputy Managing Director
Director and Deputy Managing Director
Director and Deputy Managing Director
Director and Chairman
Director and Managing Director
Director and Chairman of the Board of Directors
63

2008 ANNUAL REPORT
IN EXTENSO AUDIT SA
IN EXTENSO SAINT CYR SA
TRUST & CO SA
Director
Director
Director
• Vincent MENEZ
Company
Office
GROUPE NORBERT DENTRESSANGLE
Member of the Supervisory Board
FINANCIÈRE NORBERT DENTRESSANGLE
Deputy Managing Director
FINANCIÈRE DE CUZIEU
Manager Director
FINANCIÈRE OGIC
Chairman of the Supervisory Committee
SOFADE
Managing Director
ND INVESTISSEMENTS
Managing Director
AM HOLDING
Chairman of the Supervisory Committee
MINOSFIN
Chairman
N3D Manager (until 22/12/08)
CALAIS TRANSIT
Manager
TEXMAT
Joint Manager
SETHI IMMOBILIER
Joint Manager
SETHI NORD
Joint Manager
ALPHA 1
Manager
ALPHA 2
Manager
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
TEXIM
FINAIXAM
Joint Manager
CEO
2. Members of the Executive Board
• François BERTREAU
Company
GROUPE NORBERT DENTRESSANGLE
ND LOGISTICS
NDT
NDBL
AIXOR LOGISTICS
CEMGA LOGISTICS
COPAL LOGISTICS
VENDILOG
THT LOGISTICS
CHRISTIAN SALVESEN
CHRISTIAN SALVESEN SERVICES
SALVESEN PROPERTY
GEL SERVICE
OMEGA II
OMEGA VII
CCH
Office
CEO and Managing Director
Chairman
Managing Director
Chairman
Chairman
Chairman
Chairman
Chairman
Joint Manager
Chairman of the Board of Directors and Managing Director
Chairman
Joint Manager
Chairman of the Board of Directors and Managing Director
Managing Director
Joint Manager
Chairman
64

2008 ANNUAL REPORT
ND LOGISTICS ITALIA
ND LOGISTICS UK
ND LOGISTICS SWITZERLAND
ND LOGISTICS HUNGARY
ND LOGISTICS LIMITED
ND LOGISTICS NEDERLAND
ND LOGISTICS BELGIUM
CHRISTIAN SALVESEN LTD
SALVESEN LOGISTICS LIMITED
ND DISTRIBUTION SERVICES
CHRISTIAN SALVESEN NEDERLAND BV
CHRISTIAN SALVESEN (IRELAND) LIMITED
Chairman of the Board of Directors
Director
Manager
Managing Director
Director
Director
Director
Director
Director
Director
Director
Director
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
STOCKALLIANCE
BARLATIER CAMIONNAGE ORGANISATION
LMDI
LE TRAIT D’UNION PACKAGING CONDITIONNEMENT
COMPAGNIE DES ENTREPOTS ET MAGASINS GÉNÉRAUX DE CHAMPAGNE
SOCIETE D’EXPLOITATION DES MAGASINS GÉNÉRAUX DE CHAMPAGNE
Chairman of the Board of Directors and Managing Director
Joint Manager
Permanent representative of STOCKALLIANCE, Director
Manager
Permanent representative of STOCKALLIANCE, Director
Permanent representative of STOCKALLIANCE, Director
• Hervé MONTJOTIN
Company
Office
GROUPE NORBERT DENTRESSANGLE
Member of the Executive Board and Managing Director
NOVATRANS
Permanent representative of GROUPE NORBERT DENTRESSANGLE, Director
AIR ND
Joint Manager
BARLATIER CAMIONNAGE ORGANISATION
Joint Manager
ND FRANCHISE
Joint Manager
ND INFORMATIQUE
Joint Manager
ND MAINTENANCE
Joint Manager
ND SERVICES
Joint Manager
ND CHIMIE
Chairman
ND HYDROCARBURES
Chairman
ND SILO
Chairman
NDT
Chairman
TND OUEST
Chairman
TND NORD
Chairman
TND NORMANDIE
Chairman
SNM VALENCIENNES
Chairman
SNN CLERMONT
Chairman
OMEGA VII
Joint Manager
UNITED SAVAM
Chairman
DISTRIBUTION ND
Chairman
FINANCES TRANSPORTS ET PARTICIPATIONS
Chairman of the Board of Directors
DARFEUILLE SERVICES
Chairman
DARFEUILLE ASSOCIES Chairman of the Board of Directors (until 19/12/2008)
AICIONDO FRANCE Chairman of the Board of Directors (until 31/12/08)
TRANSCONDOR
Director
65

2008 ANNUAL REPORT
CHRISTIAN SALVESEN LTD
SALVESEN LOGISTICS LIMITED
NORBERT DENTRESSANGLE GERPOSA
ND DISTRIBUCAO
ND IBERICA
NORBERT DENTRESSANGLE TRANSPORT SERVICES LTD
INTERBULK
Director
Director
Director
Director
Director
Director
Director
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
FINANCIÈRE DE VSG
LMDI
ND FORMATION
VENDILOG
MNS
ND MEDITERRANEE
ND PETRONORD
STOCKALLIANCE
NAVAMAR
ND SAVAM IBERICA
NORBERT DENTRESSANGLE HOLDINGS UK
TRANSDUC
Chairman of the Board of Directors
Permanent representative of LOGIBAIL, Director
Joint Manager
Chairman
Permanent representative of NDT, Director
Chairman
Chairman
Permanent representative of ND SERVICES, Director
Secretary
Director
Director
Secretary
• Patrick BATAILLARD
Company
Office
GROUPE NORBERT DENTRESSANGLE
Member of the Executive Board
LOCAD 07
Director
ND MANAGEMENT Joint Manager (until 13/05/08)
NDT
Managing Director
OMEGA II
Chairman
OMEGA IV (now TFND SUD EST) Manager (until 01/12/08)
OMEGA V
Manager
OMEGA VI
Manager
OMEGA VII Manager (until 23/09/08)
IMMOTRANS SARL
Manager
SCI DES VOLCANS
Manager
SCI IMOTRANS
Manager
SCI LOGIS-TRANS EUROPE
Manager
TEXLOG
Manager
TRANSIMMO PICARDIE
Joint Manager
GEL SERVICE
Director
FINANCES TRANSPORTS ET PARTICIPATIONS
Director
DARFEUILLE ASSOCIES Director (until 19/12/08)
CHRISTIAN SALVESEN
Director
CHRISTIAN SALVESEN LTD
Director
SALVESEN LOGISTICS LIMITED
Director
CHRISTIAN SALVESEN INVESTMENTS LTD
Director
SALVESEN LOGISTICS HOLDINGS LTD
Director
CHRISTIAN SALVESEN FOOD SERVICES LTD
Director
66

2008 ANNUAL REPORT
THE NATURAL VEGETABLE COMPANY LIMITED
SALVESEN LOGISTICS (INTERNATIONAL) BV
CHRISTIAN SALVESEN HOLDINGS BV
NORBERT DENTRESSANGLE HOLDINGS LTD
THE SOUTH GEORGIA COMPANY LTD
ND LOGISTICS BELGIUM NV
ND LOGISTICS DISTRIBUTION SERVICES NV
Director
Director
Director
Director
Director
Director
Director
OTHER OFFICES AND POSITIONS HELD DURING THE LAST 5 YEARS
COMPAGNIE DES ENTREPOTS ET MAGASINS
GÉNÉRAUX DE CHAMPAGNE
FINANCIÈRE DE VSG
LMDI
STOCKALLIANCE
LOCAD 04
LOCAD 05
LOCAD 06
ND AEROSERVICES
OMEGA III (now THT LOGISTICS)
SCI GYVES
SOCIETE D’EXPLOITATION DES MAGASINS GÉNÉRAUX DE CHAMPAGNE
TRANSPORTS LAURENT
TRANSPORTS LECLERCQ ET FILS
TND RHONE ALPES (now MGCA)
TND BRETAGNE
ND ALIMENTAIRE
UTL LOCATION
ND SILO IBERICA
NORBERT DENTRESSANGLE HOLDINGS LIMITED
CHRISTIAN SALVESEN DISTRIBUTION LTD
TENDAFROST FROZEN FOOD LTD
Permanent representative of ND LOGISTICS, Director
Director
Permanent representative of ND LOGISTICS, Director
Permanent representative of ND LOGISTICS, Director
Director
Director
Director
Chairman
Manager
Joint Manager
Permanent representative of ND LOGISTICS, Director
Manager
Chairman
Chairman
Manager
Manager
Joint Manager
Director
Director
Director
Director
• Remuneration and benefits paid to corporate
officers*
Given the change to the salary payment date (31 st of the month instead of the
1 st of the following month), effective from 1 January 2008, the remuneration
of Executive Board members indicated in this report exceptionally cover the
period from 1 December 2007 to 31 December 2008.
The fixed remuneration paid to Mr François Bertreau, member of the
Executive Board and Managing Director, then CEO from 24 July
2008,pursuant to his employment contract, was € 329,023 in 2008 (he was
paid € 270,198 in 2007).
The remuneration paid in 2008 in respect of his appointment as corporate
officer was € 3,964 (he was paid € 3,659 in 2007).
Furthermore, the estimated bonus he will receive in 2009 in respect of the
2008 results is € 131,100, € 42,000 of which has been paid in advance (he
received € 198,000 in 2008 in respect of the 2007 results).
Finally the amount of his benefits in kind has been assessed at € 6,511 in 2008
(he was granted benefits in kind amounting to € 3,422 in 2007).
The fixed remuneration paid in 2008 to Mr Hervé Montjotin, member of the
Executive Board and Managing Director, pursuant to his employment contract
was € 318,188 (he was paid € 260,444 in 2007).
The remuneration paid in 2008 in respect of his appointment as corporate
officer was € 3,964 (he was paid € 3,659 in 2007).
Furthermore, the estimated bonus he will receive in 2009 in respect of the
2008 results is € 87,500, € 37,500 of which has been paid in advance (he was
paid € 175,000 in 2008 in respect of the 2007 results).
Finally the amount of his benefits in kind has been assessed at € 6,510 in 2008
(he was granted benefits in kind amounting to € 2,955 in 2007).
The fixed remuneration paid in 2008 to Mr Patrick Bataillard, member of the
Executive Board, pursuant to his employment contract was € 291,942 (he was
paid € 245,983 in 2007).
The remuneration paid in 2008 in respect of his appointment as corporate
officer was € 3,964 (he was paid € 3,659 in 2007).
Furthermore, the estimated bonus he will receive in 2009 in respect of the
2008 results is € 90,250 (he was paid a € 176,000 bonus in 2008 in respect
of the 2007 results).
Finally the amount of his benefits in kind has been assessed at € 836 in 2008
(he was granted benefits in kind amounting to € 1,225 in 2007).
67

2008 ANNUAL REPORT
The fixed remuneration paid in 2008 to Mr Jean-Claude Michel to his
employment contract for the period up to 6 November 2008 was € 439,916
(he was paid € 382,433 in 2007).
In his capacity as CEO until 24 July 2008, the fixed remuneration paid in
2008 to Mr Jean-Claude Michel in respect of his appointment as a corporate
officer was € 3,659 (he was paid € 5,488 in 2007).
Furthermore, the bonus he received in 2008 in respect of the 2007 results
was € 275,000 (he was paid a € 184,681 bonus in 2007 for the 2006 results).
Finally, the amount of his benefits in kind has been assessed at € 7,476 in
2008 (he was granted benefits in kind amounting to € 7,555 in 2007).
Lastly, Mr Jean-Claude Michel received € 1,070,947 in severance pay for the
termination of his employment contract, as well as € 260,000 for the
Company’s buy-back of the 2006 warrants.
The variable portion of the remuneration of the Executive Board members is
based on the Group’s consolidated net earnings, the results of the two
business Divisions or cash flow and based on an assessment of their
individual performance.
The officers and directors are not entitled to any benefits or remuneration
other than those listed hereinabove.
The remuneration paid in 2008 by the Company to Mr Norbert
Dentressangle, pursuant to his appointment as Chairman of the Supervisory
Board, amounted to € 130,500 (he was paid € 124,500 in 2007).
The remuneration paid in 2008 by Financière de Cuzieu (parent company of
Financière Norbert Dentressangle), the company indirectly controlling
Groupe Norbert Dentressangle, amounted to € 198,824. It is specified that
Financière de Cuzieu’s business does not solely consist of controlling Groupe
Norbert Dentressangle, but also encompasses other activities.
The director’s fees paid in respect of 2008 to Ms Evelyne Dentressangle,
member of the Supervisory Board, amounted to € 22,000 (she was paid
€ 11,400 in respect of 2007).
The director’s fees paid in respect of 2008 to Mr Pierre-André Martel, member
of the Supervisory Board, amounted to € 18,000 (he was paid € 10,800 in
respect of 2007).
The director’s fees paid in respect of 2008 to Mr Henri Lachmann, member of
the Supervisory Board, amounted to € 16,000 (he was paid € 10,800 in
respect of 2007).
The director’s fees paid in respect of 2008 to Mr François-Marie Valentin,
member of the Supervisory Board, amounted to € 22,000 (he was paid
€ 12,000 in respect of 2007).
The director’s fees paid in respect of 2008 to Mr Bruno Rousset, member of
the Supervisory Board, amounted to € 22,000 (he was paid € 7,200 in respect
of 2007).
The director’s fees paid in respect of 2008 to Mr Jean-Luc Poumarède,
member of the Supervisory Board, amounted to € 20,700.
The director’s fees paid in respect of 2008 to Mr Vincent Ménez, member of
the Supervisory Board, amounted to € 17,200.
The Shareholders’ General Meeting resolved that the aggregate amount of
directors’ fees for 2008 would be € 231,000. Those were allocated by the
Supervisory Board in accordance with criteria that provide for a fixed portion for
all members of the Board, excluding the Chairman, as well as a variable portion
based on effective attendance at meetings of the Supervisory Board. This amount
also includes remuneration paid to Audit Committee members. The aggregate
amount allocated to the Audit Committee in 2008 amounted to € 15,500.
* All remuneration figures set forth hereinabove are stated gross.
68
• Summary of the securities transactions
carried out in 2008 pursuant to Article
223-26 of the General Regulations of the
Autorité des Marchés Financiers (AMF -
French Financial Markets Authority)
2,099 shares were exchanged at a price per share of € 70.78 with a company
connected to Mr Norbert Dentressangle and Mr Vincent Ménez.
120 shares were purchased by Mr Pierre-André Martel at a price per share of
€ 64.18.
600 shares were purchased by Mr Jean-Luc Poumarède at a price per share of
€ 59.26.
90 shares were also purchased by Mr François-Marie Valentin at a price per
share of € 56.
Finally, and following the ratification of the sixteenth resolution at the
previous Shareholders’ General Meeting, Messrs François Bertreau, Hervé
Montjotin and Patrick Bataillard subscribed 60,000, 60,000 and 55,000 share
warrants respectively at a price per warrant of € 0.50.
• Stock options - Issues reserved for employees
- Share warrants
As at 31 December 2008, certain employees or officers and directors of your
Company or of its subsidiaries were eligible for share purchase schemes. As
at such date, the following options or warrants had not been exercised:
- 328,797 stock options, comprising 67,457 options to be exercised from
2008, 13,500 options to be exercised from 2010 and 247,840 options to be
exercised from 2012.
- 75,000 warrants to be exercised from 1 June 2008 to 31 May 2009
inclusive, subject to performance targets.
- 175,000 warrants divided into BSA A-class warrants and BSA B-class
warrants to be exercised respectively from 1 June 2011 to 31 May 2013
inclusive and from 1 June 2013 to 31 May 2015 inclusive, subject to
performance targets.
In accordance with the provisions of Article L.225-102 of the French
Commercial Code, please note that no shares in the Company’s share capital
were held as at 31 December 2008 by employees of the firm or related
companies under a Company savings scheme provided for in Articles L.3332-1
to L.3334-16 of the French Labour Code or in connection with mutual funds,
governed by Chapter 3 of the French Act of 23 December 1988.
• Shareholding structure and breakdown
of voting rights
As at 1 January 2009, Financière Norbert Dentressangle held over half of the
share capital and 74.69% of the voting rights. This company did not exceed
any statutory threshold during the financial year. As at 31 December 2008,
the Dentressangle family held 5.55% of the share capital and 6.74% of the
voting rights (Mr Norbert Dentressangle personally held less than 5% of the
share capital, but 5.65% of the voting rights).
Furthermore and to the best of our knowledge, as at 31 December 2008,
Columbia Wanger Asset Management LP held 501,700 shares in the
Company, i.e. 5.10% of the share capital.

2008 ANNUAL REPORT
In accordance with the provisions of Article L.225-102 of the French
Commercial Code, please note that at the end of the financial year, the
number of securities directly held by employees represented 0.66% of the
share capital and 0.56% of voting rights in the Company. None of those
securities were held within a company savings scheme.
• The Company’s employment and
environmental achievements and
commitments - this report comprehensively
addresses the risks and contingencies faced
by the Company due to the nature of its
business.
Norbert Dentressangle Group leads the way in the transport and logistics
sector in France in terms of its commitment for over four years to taking
account of sustainable development.
The Group’s sustainable development policy was designed and structured in
2004 on the basis of 4 commitments in order to meet the principal
expectations of our customers, general society and our employees:
1 - Integration and social promotion;
2 - Reducing greenhouse gas emissions;
3 - Environmental site management;
4 - Road safety.
At the first “Etoiles EthiFinance” star awards ceremony held on Tuesday
14 October 2008 in Paris, Norbert Dentressangle Group was awarded the
Centaure Environmental Management Star by Jacques Bregeon, Director of
the College for Environmental and Sustainable Development Studies, and
Emmanuel de la Ville, Managing Director of EthiFinance, an independent
non-financial ratings agency, which organised the new awards ceremony.
The “Etoiles EthiFinance” star awards reward companies each year which
stand out for their commitment to socially responsible investment. The first
awards ceremony singled out Norbert Dentressangle Group for the
effectiveness of its environmental management policy. The jury was of the
opinion that Norbert Dentressangle Group had turned in the strongest
performance based on the four assessment criteria: quality of environment
policy, performance of the environment management system, analysis of
energy sources and consumption and greenhouse gas emissions.
This award encourages us to maintain our efforts towards respecting the
environment with our logistical structures, the current performance of which
is still largely based on road transport.
• Human resources: integration and social
promotion
As at 31 December 2008, Norbert Dentressangle Group had 28,600 employees,
14,103 of whom worked outside France.
The distribution of the Group’s employees by country is as follows:
France 14,497 50.69%
Belgium 442 1.55%
Switzerland 30 0.10%
Czech Republic 261 0.91%
Spain 1,384 4.84%
Portugal 263 0.92%
Italy 340 1.19%
Germany 122 0.43%
The Netherlands 727 2.54%
Luxembourg 171 0.60%
Poland 1,099 3.84%
Romania 516 1.80%
Hungary 1 0.00%
Great Britain + Ireland 8,747 30.58%
TOTAL 28,600 100.00%
Entrepreneur - employees
Employees are the Norbert Dentressangle Group’s no. 1 asset.
Within a service provider firm, competitiveness directly depends on our
staff’s level of motivation, their skills and their commitment to the firm’s goals
and plans.
The Group’s human resources policy aims first and foremost to foster
entrepreneurship among all employees. The key elements of the policy are as
follows:
- close management and short reporting lines;
- sharing growth and results with the employees;
- training to enhance the expertise of the employees and equip them with the
necessary resources to deal with the constant changes taking place in the
Group’s transport and logistics businesses;
- priority to internal promotion prospects;
- internal communications.
The benchmark selected by the Group to assess achievements in terms of this
team spirit and internal promotion goal is the internal promotion ratio, i.e.,
the percentage of staff promoted during the year. It embodies the Group’s
policy of encouraging upward mobility. In 2008, 57% of key vacant positions
within Norbert Dentressangle Group’s historic activities were filled through
internal promotions.
Policies promoting recruitment
In March 2008, the Group made efforts to promote recruitment and the
integration of employees into the workforce by taking part in the “Train pour
l’emploi et l’égalité des chances” (Train for employment and equality of
opportunity) initiative organised and supported by the French ministry for
the economy and finance and the ANPE (Agence nationale pour l’emploi -
French national employment agency).
Human resources management
The process of assessing skills and identifying potential in 2008 has been
completed. The detailed analysis of the skill assessments has highlighted a
need to develop management skills and improve the process of identifying
and monitoring potential.
A succession plan reviewing the key posts in the Transport and Logistics
Divisions and central departments was drawn up. Complementary areas for
development have been defined which are due to be translated into
development actions.
Given the Group’s new dimension following the Christian Salvesen
acquisition, an international mobility policy has been drawn up setting out
the Group’s principles and rules. This policy has been effective since the start
of 2009.
Training
Norbert Dentressangle Group has been strongly committed to vocational
training for many years, in the interests of enhancing the expertise of
employees and so that they are equipped to deal with the constant changes
taking place in the transport and logistics businesses.
The resource pool dedicated to “International Road Transport Operator”,
developed by Norbert Dentressangle Group and the IGS Group in Lyon was
ICPC- (International Certification for Professional Competence) certified in
2008. This certification is testament to the process implemented to assess and
recognise the skills acquired by its students.
The 2008 year group comprised 16 students and was the first to be awarded
an official certificate in March 2009 for industry-recognised skills.
69

2008 ANNUAL REPORT
The course lasts 9 months, is attended pursuant to a professional training
contract and is aimed at students with different specialisations (e.g. languages
and law, etc.) and two years of post-baccalauréat university study.
Coordinated by both IGS Group and Norbert Dentressangle employees, the
programme, which meets the ICPC certification criteria in terms of
educational engineering, comprises different modules: HR Management,
Management, Transport Marketing and Sales Management, Financial
Management and Analysis, and Transport Law, etc.
Since 1997, 150 students from this resource pool have joined Norbert
Dentressangle Group.
Promoting Norbert Dentressangle Group’s entrepreneurial values
In 2008, Norbert Dentressangle Group launched the “Innovation Awards”, an
internal competition open to all employees, which seeks to identify, reward
and roll out the innovative ideas which the Group’s employees apply when
performing their daily activities.
This internal competition is based on four key principles:
• Innovation is the driving force behind the Group;
• There is no such thing as a small innovation;
• Everyone can innovate;
• Innovation is only of value if shared.
The innovations taken into account fall into the following three categories:
• Operational excellence
Any innovation which clearly and significantly improves the performance of
an activity or a site.
• Safety
Any innovation which clearly and significantly improves the safety of the
workers, sites, equipment and goods.
• Environmental protection
Any innovation which clearly and significantly helps the Group to make
further progress in terms of environmental protection.
The jury for the Innovation Awards will meet and announce the results at the
end of June 2009.
Internal communications
Given the change in the company’s size and its European expansion, a new
internal communications system was rolled out.
The aims are to increase employees’ knowledge about Norbert Dentressangle
Group, share and distribute information about the Group’s values and
commitments and create a sense of pride in belonging to the Group.
To this effect, a new internal magazine has been launched called “La Vie en
Rouge”. Translated into the Group’s 10 languages, the magazine is sent to
employees’ homes twice a year.
The website has also been updated - versions are available for each country
where the Group operates and there is also a dedicated employee area.
• Reduction of greenhouse gas emissions
The indicator applied by the Norbert Dentressangle Group is the quantity of
CO 2 (measured in grams) emitted per tonne transported and per kilometre
covered.
The operational source of improvements to this indicator consists of the
vehicles’ fuel consumption, the distances covered empty and optimising the
carriage capacity of vehicles (expressed as the maximum payload).
The Group’s ambition is to achieve an emission rate of 50g/t/km.
The CO 2 emission indicator for 2008, computed on the basis of the data for
each of the Group’s transport branches is 63.02 g/t/km. This result reflects the
following:
- a negative impact arising from a fleet of older vehicles run by Christian
Salvesen which therefore consume more fuel;
- a negative impact arising from a change to the business mix which has seen
the inclusion of a very high share of pallet distribution transport.
Nonetheless, in 2008, Norbert Dentressangle Group continued to reap the
benefits of its 4-year renewal policy for its fleet of motor vehicles. With close
to 53% of its motor vehicle fleet complying with the Euro IV and Euro V
standards, the Group operates the most modern fleet in Europe and the most
efficient in terms of fuel consumption and emissions.
Breakdown of Norbert Dentressangle’s road tractor fleet
Euro 0: 0.1%
Euro I: 1.0%
Euro II: 2.7%
Euro III: 6.6%
Euro IV: 45.7%
Euro V: 43.9%
A closer partnership with the ADEME (Agence de l’Environnement
et de la Maîtrise de l’Energie -French Environmental and Energy
Management Agency)
Norbert Dentressangle Group and the ADEME renewed their partnership in
2008 “To manage greenhouse gas emissions of goods transport and logistics
activities”.
Backed by the results obtained under this partnership which has existed since
2005, the ADEME and Norbert Dentressangle Group resolved to renew their
alliance for a further three years in order to share their respective expertise.
Norbert Dentressangle Group will continue its efforts to reduce greenhouse
gas emissions and will allow the ADEME to assess and increase the “sample
solutions” in terms of technologies and organisation, in order to help
companies operating in the goods transport and logistics sectors to take
account more effectively of the environmental challenges related to their
activities and therefore meet the targets set out by the Grenelle Environment
Forum.
As a result of the first partnership signed in 2005, new technologies and
organisation-related solutions were tested in order to identify systems and
procedures and distribute them throughout the industry:
- tests were carried out, during live operations, using SCR (selective catalytic
reduction) pollutant emission control technology, “low consumption” tyres
and speed limiters, and the fuel consumption levels were compared in
relation to Euro III and Euro IV standards;
- work was carried out to reduce CO 2 emissions from commercial transport
solutions;
- Carbon Footprint (Bilan Carbone ® ) carried out for a logistics site in Lyon;
- a study was carried out into the prospects of developing combined road-rail
transport;
- Group employees were encouraged to act on the environmental impacts
arising from their operations.
The results of these actions contributed to a new policy for voluntary efforts
to reduce CO 2 emissions. Launched in 2007 by the ADEME and the French
Ministry for Ecology, Energy, Sustainable Development and Land
improvement, this initiative was targeted at workers within the industry.
To this effect, in December 2008, Norbert Dentressangle Group signed the
Voluntary Commitment Charter.
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2008 ANNUAL REPORT
The renewal of this partnership enables Norbert Dentressangle Group to
continue to benefit from the ADEME’s support in terms of expertise and
procedures, and this will help the Group to achieve its objectives relating to
reducing greenhouse gas emissions, in particular with regard to its new pallet
distribution services and controlled temperature logistics activities.
This new agreement focuses on the following:
- the involvement of Norbert Dentressangle Group in the ADEME’s research,
studies and tests;
- continued efforts in the Transport sector: improved measurement of CO 2
emissions, technical tests (vehicles and fuels), training and information on
reducing fuel consumption and organising and optimising different forms
of transport;
- raising our customers’ awareness and publishing information on the CO 2
emissions for the Group’s various transport services;
- in the Logistics sector: implementing procedures to optimise the energy
efficiency of refrigerated warehouses;
- communicating and capitalising on the results obtained by Norbert
Dentressangle Group within the Transport and Logistics sector.
Developing combined transport
In 2008, Norbert Dentressangle Group made nearly 9,000 combined railroad
deliveries across the following main routes:
- Aiton (F)/Orbassano (IT) with the AFA service: for transporting products in
powder tankers.
- Novara (IT)/Freiburg (CH) with RALPIN: for transporting products in
powder and chemical tankers.
- South of France/Paris and North of France with NOVATRANS: for
transporting packed goods and pallet distribution.
Customer partnerships on projects to reduce greenhouse gas emissions
SEB
Work was carried out in 2008 to measure CO 2 emissions for national and
international deliveries made for this customer.
CROWN EUROPE
Procedures for measuring CO 2 and standardising the CO 2 indicator were
presented to this customer with a view to establishing a methodology for
measuring CO 2 consistent with our own practices.
SCHNEIDER ELECTRIC and BIC
Test with these customers carried out with respect to the CO 2 measurement
sheets established during the working groups set up with the ADEME.
• Environmental site management
Bearing in mind that Norbert Dentressangle Group sites, given the nature of
their activities, are neither large energy consumers nor producers of waste,
the Group has nonetheless defined a multi-dimensional environmental
management standard:
- regulatory compliance;
- monitoring and measuring energy and water consumption;
- monitoring and measuring emissions and waste production.
Norbert Dentressangle Group monitors the percentage of sites which comply
with the environmental standard defined and aims for all of its sites to meet
this standard. As at the end of 2008, 80% of the Group’s logistics warehouses
and 20% of the transport sites met this internal criterion.
The Group has applied for ISO 14001 certification, which is a more stringent
standard than environmental management, for all of its recent sites and
systematically for new sites. As at the end of 2008, 40% of the logistics
warehouses, accounting for 50% of the Logistics Division’s revenues, were
ISO 14001-certified.
15 sites within the Transport Division had also achieved the same
certification.
Actions carried out within the Logistics Division
- Employees encouraged to travel jointly to Niederbipp (Switzerland) in
order to minimise the number of private vehicles;
- New technologies used for batteries in electric power lift trucks;
- Subcontractor specification drawn up for boiler maintenance (following the
environmental diagnostic performed in 2007) and maintenance teams
trained in running the boilers;
- Creation of new waste facilities, in particularly with a new partner for
recycling film, an on-going study on a bio-methanisation facility for food
product waste and a new network for recycling textiles.
Transport activities causing pollution or presenting risks
Norbert Dentressangle Group complies with the strictest recommendations
set out in the Safety and Quality standards in force within the industry.
As regards its activities concerning the transport of hazardous and sensitive
products, Norbert Dentressangle Group is certified under the following
standards:
SQAS (Safety and Quality Assessment System)
System ensuring that the storage, handling and transport of bulk chemical
products are conducted safely and to the requisite quality standards in order
to protect employees, the public and the environment.
Six areas are assessed: - Management - Health - Safety - Environment -
Equipment - Operation.
MASE (Manuel d’Assurance de la Sécurité en Entreprise - Guidelines for
ensuring safety in the workplace)
System ensuring that continuous efforts are made to improve industrial and
environmental health and safety by action in the following five areas: -
Commitment - Employees’ skills and professional qualifications - Preparing
and organising work - Measuring results, analysing weaknesses and taking
corrective actions - Ongoing monitoring and commitment.
GMP (European standard) and QUALIMAT (French standard)
Traceability standards for the washing of tankers and containers used to
transport animal food products.
HACCP
Provides information on ensuring food safety.
Managing safety and risks at logistics warehouses
The principal risk for logistics activities is fire as well the risk of accidental
pollution due to water used to put out any fires spilling over into the natural
environment. To assess the impact of these risks, the Group has assigned a
number of firms which specialise in this area of study.
Specific insurance policies (property and civil liability, etc.) have been taken
out for all the buildings, equipment and goods.
Confronted with these risks, the Group has established a safety management
policy and has also made various significant investments both to reduce the
likelihood of any incidents occurring (through the early detection of
incidents for example) and mitigate the impact of any incidents (through the
implementation of automatic protection measures).
The following preventive measures have been rolled out across the sites:
- controlled access;
- wire perimeter fencing and sites closed at night and when no operations are
being performed;
- CCTV surveillance of the site and alarms;
- ban on using naked flames without a hot-work permit;
- prevention plan, safety protocol and hot-work permit policies;
- policies for managing product incompatibility;
- managing safety data sheets;
- managing stocks and volumes;
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2008 ANNUAL REPORT
- fire detection performed by the sprinkler system;
- lightning protection measures;
- fire-breaks between the compartments;
- maintenance, checks and inspections schedule for all the equipment;
- policies implemented monitored by a quality control and safety officer in
each building where operations are performed.
The following protection measures have been rolled out across the sites:
- employees informed about following the safety guidelines;
- employees trained in using fire extinguishers;
- fire drills;
- extinguishers placed in all the buildings;
- fire hydrants and/or water reserves on site or nearby;
- sprinkler system on most sites where operations are performed;
- water stored for extinguishing any fires;
- hydrocarbon separators on site.
Details specific to operating SEVESO-categorised installations
Warehouses categorised as “SEVESO II” (the Group has 7 such warehouses)
given the nature of the products they store (flammable liquids and aerosols,
for example) are equipped with the most extensive safety systems (separation
into small fire-break compartments, on-site and remote water reserves and a
fire extinguishing system that corresponds to the level of risk, etc.).
In addition to the safety policy, a system for managing safety and internal and
external audits, these sites are also subject to the most comprehensive
surveillance operations and reporting to the Group management team. As
such, pursuant to the order of 10 May 2000 relating to the prevention of
major accidents and in compliance with Article 7 of this order, each SEVESO
II site has implemented a safety management system. A manual sets out the
general safety measures taken by the Company in order to prevent major
accidents and reduce risks arising from its activities, in particular on this site
where toxic substances are handled. The manual details the measures taken
to perform the obligations stipulated in annex 3 of the order.
• Road safety
For nearly 20 years, Norbert Dentressangle Group has endeavoured every day
to reduce the risk of road accidents. The indicator applied by the Group is the
number of kilometres travelled by a driver without third party liability for an
accident.
In 2008, the Group exceeded its goal by recording nearly 558,000 km
travelled by a driver without liability for an accident.
These positive results, which are being consolidated over time, are the fruit of
a comprehensive training programme entitled the “Safe Driving Plan”,
designed to train Norbert Dentressangle Group’s drivers in road safety.
The Safe Driving Plan was created during the 1990s and updated in 2008: the
plan focuses in particular on integrating new drivers and reducing the
accident rate by maximising their commitment.
A new induction plan was set out which focuses mainly on driver behaviour.
Safety-oriented tools and training have been reorganised so that the emphasis
is placed on interactive training sessions which are more interesting for
drivers. The theory training involves 3 days of tests, question and answer
sessions and role plays. The learner drivers then immediately put everything
they have learnt into practice with 2 days behind the wheel.
Key stages of the training:
1/ Driving test, recruitment interview and breathalyser test;
2/ New driver supervised by an instructor at the centre for new employees
(group of 4-16 drivers);
3/ 5 days spent at the centre for new employees from the date the employee
joins the Company – Monday;
4/ Minimum 3 days training accompanied by a driving instructor in the
vehicle;
5/ For 24 months, training every 6 months customised to the driver’s needs;
6/ Review every 18 months.
SEVESO II sites have insurance policies covering environmental risks and also
have a bank guarantee (for gradual and accidental pollution).
1.2
1.0
0.8
0.6
0.4
0.2
0.0
1990 1992 1994 1996 1998 2000 2002 2004 2006 2007 2008
Changes in the frequency of accidents with liability (per year per driver).
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2008 ANNUAL REPORT
• Research and development
Norbert Dentressangle Group develops pioneering technologies, processes
and information technology for its Transport and Logistics services in order
to boost customer performance.
As such, the engineering departments within the Transport and Logistics
Divisions devote part of their operations to R&D with respect to new
processes and equipment. The aim is provide customers with the most
innovative solutions and constantly enhance the service offering.
The transport management software (Transport Management System)
developed for its new specialised transport solution, Key PL ® , is an example
of the Group’s ability to innovate and develop new systems to boost customer
performance.
E-logiflux, My Norbert Dentressangle and SHARPnet are all systems adapted
to different customers’ needs that give customers the option of tracking their
deliveries in real time.
Norbert Dentressangle is also developing new systems to meet the new
market demands, particularly in the field of reverse logistics. The Bactrac
information system thus manages the flow of goods and goods packages and
Comet tracks all returned items.
Partnerships have also been established with customers to develop the use of
RFID technology when managing logistics operations.
• Description of the main risks
The notes to the consolidated financial statements sets out the main foreign
currency, credit, interest rate and liquidity risks.
The other main risks comprise industrial and environmental risks (in
particular oil price volatility, the risk of fire and accidental pollution related to
the management of logistics sites, road safety risks as well as the risks arising
from operating wash centres), legal risks (particularly arising from the
operation of sites subject to the approval of the DRIRE (“Direction régionale de
l’industrie, de la recherche et de l’environnement” - Regional Directorate for
Industry, Research and the Environment), disputes relating to the
“Ordonnance relative aux brevets d’invention” (patent ordinance), risks inherent
to operating logistics sites for which the contract term is not equal to the term
of the customer’s investment and finally the risk from Christian Salvesen’s
pension fund, the estimated unfunded shortfall to be notified by 31 March
2009 and a schedule for eliminating this shortfall and lastly insurance and
hedge risks.
These risks are all covered in more detail in the 2007 Registration Document
no. R09-006, registered on 13 February 2009.
Summary of the current powers granted by the Shareholders’ General Meeting to the Executive Board in respect of capital increases pursuant to Article L.225-129
of the French Commercial Code
Date of the Meeting that Contents of the powers Expiry date Effective use powers
granted the powers
22 May 2008 (12 th resolution) Issue of ordinary shares or other equity securities with retention 21 July 2010
of the shareholders’ pre-emptive subscription right.
22 May 2008 (13 th resolution) Issue of ordinary shares or other equity securities with waiver 21 July 2010
of the shareholders’ pre-emptive subscription right.
30 May 2007 (12 th resolution) Increase in the Company’s share capital by capitalisation 29 July 2009
of share premiums, reserves, retained earnings or other accounts.
30 May 2007 (13 th resolution) Issue of ordinary shares and other equity securities without any 29 July 2009
shareholders’ pre-emptive subscription right, in consideration
for receipt of non-monetary contributions of equity securities
or securities carrying an entitlement to share capital.
22 May 2008 (14 th resolution) Increase in the number of shares to be issued in the event 21 July 2010
of a capital increase, with or without a pre-emptive subscription right.
30 May 2007 (16 th resolution) Power to grant stock options. 29 July 2010
30 May 2007 (17 th resolution) Power to allocate bonus shares. 29 July 2010
Power exercised by the
Executive Board on 25 July
2008 pursuant to the cap laid
down, i.e. an issue of 250,000
stock options
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2008 ANNUAL REPORT
• Factors likely to have an impact in the event
of a public tender offer
Pursuant to Article L.225-100-3 of the French Commercial Code, the
following factors are likely to have an impact in the event of a public tender
offer:
The Company’s share capital structure
A table detailing the Company’s share capital structure is shown on page 24
of the 2008 Annual Financial Report.
Statutory restrictions on exercising voting rights and transferring
shares
The Company’s Articles of Association do not make provision for capping
voting rights.
Article 9 of the Company’s Articles of Association states that each share carries
one vote, however, a double vote - carrying twice the weight of that of other
shares in proportion to the fraction of share capital represented - is allocated
to:
a) all fully paid-up shares in registered form and recorded in the name of the
same shareholder for at least four (4) years; and
b) registered bonus shares allocated to a shareholder in the event of a capital
increase by way of capitalisation of reserves, income or share premiums,
through existing shares held that carry such entitlement.
Furthermore, notwithstanding any statutory disclosure requirements, any
shareholder acting alone or jointly with others and holding at least 2% of the
Company’s share capital or a multiple thereof up to 50%, must notify the
Company by registered letter with advice of receipt whenever any of these
thresholds are exceeded within five (5) trading days of the occurrence thereof.
The penalty incurred for non-compliance with this obligation may be the
deprivation of voting rights for the shares exceeding the undeclared fraction
at any Shareholders’ General Meeting held within two years from the date on
which the requisite notice is duly served.
This penalty may not be enforced otherwise than at the request, as recorded
in the minutes of the Shareholders’ General Meeting, of one or more
shareholders holding at least 5% of the share capital or voting rights in the
Company.
Shareholders are also required to notify the Company in accordance with the
above provisions in the event that their shareholding in the company falls
below any of these thresholds, within five days of the occurrence thereof.
Direct or indirect shareholdings in the Company’s share capital
As indicated above, the Company’s share ownership is detailed on page 24 of
the 2008 Annual Financial Report.
Holders of securities comprising special powers of control and details
of said powers
N/A.
Control mechanisms provided for by an employee share option
scheme when powers of control are not exercised by the employees
N/A.
Agreements between the shareholders, of whom the Company
is aware, who may impose restrictions on the transfer of shares
and the exercise of voting rights
To the Company’s best knowledge, no agreements exist between the
shareholders which may impose restrictions on the transfer of shares or the
exercise of voting rights in the Company.
Rules applicable to appointing and replacing members of the Executive
Board and to amending the Company’s Articles of Association
Pursuant to the provisions of Article 11.3 of the Company’s Articles of
Association, Executive Board members are appointed by the Supervisory
Board; said members may only be removed from office by the Supervisory
Board or the Shareholders’ General Meeting.
Pursuant to the terms of Article L.225-96, paragraph 1, only the
Extraordinary Shareholders’ General Meeting shall have authority to amend
the Articles of Association. Said Meeting may also in certain cases delegate
powers to the Executive Board, in particular for the financial authorisations
requested each year.
Powers of the Executive Board with respect to public tender offers
Under the 10th resolution of the Shareholders’ General Meeting dated 22 May
2008, the Executive Board is authorised to buy back the Company’s shares.
The acquisition, disposal or transfer of these shares may take place by any
means, on the market, off the market or over the counter, in particular by
block trading, public tender offers, by using or exercising any financial
instrument, derivative, including by way of implementation of options, at
such times as the Executive Board shall deem appropriate, including during
a public tender offer period pertaining to securities in the Company or during
the period of a public tender offer launched by the Company, in compliance
with applicable regulations.
In addition, under the 12 th and 13 th resolutions of the Shareholders’ General
Meeting dated 22 May 2008, the Executive Board is authorised to increase the
share capital through the issue of ordinary shares, of various securities
carrying entitlement to equity or debt securities, with retention of the
shareholders’ pre-emptive subscription rights or waiver of said rights but
including an obligation to grant a preferential right.
Agreements concluded by the Company which are likely to be
amended or terminated in the event of a change in the control
of the Company
As part of the financing and acquisition of Christian Salvesen Plc, in October
2007 the Company contracted a syndicated credit comprising a change in
control clause. The contract grants creditors entitlement to early repayment
of the debt in the event of a change in control.
Lastly, the Company and/or its subsidiaries have signed a number of
commercial contracts comprising clauses which entitle customers or partners
to terminate a contract in the event of a change in control.
Agreements providing compensation for Executive Board members
or employees, who resign or are made redundant without due and
serious cause, or if their employment is terminated due to a public
tender offer
To date, the Company has made no undertakings to the Executive Board
members as regards compensation or benefits payable or which may become
payable due to said members resigning from or changing their position or
subsequently thereto and which may have an impact in the event of a public
tender offer.
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2008 ANNUAL REPORT
V - DRAFT RESOLUTIONS
Please find attached hereto the draft resolutions that we propose to submit to
your vote. All documents required under applicable regulations are also
appended hereto. We thank you in advance for the trust you will show in
your Executive Board.
The Executive Board.
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2008 ANNUAL REPORT
SPECIAL REPORT OF THE EXECUTIVE BOARD ON STOCK
OPTIONS GRANTED OR EXERCISED
From 1 st January 2008 to 31 st December 2008
• Options granted to employees who are not officers and directors
Shareholders’ General Meeting Date Nature Beneficiary(*) Quantity Date Price
allocation maturity in €
30/05/2007 25/07/08 Purchase options 17 65,400 26/07/12 56.37
• Options exercised by employees who are not officers and directors
Shareholders’ General Meeting Date Nature Beneficiary(*) Quantity Price
allocation in €
29/05/2002 29/03/04 Purchase options 23 29,543 39.64
25/05/2004 09/09/04 Purchase options 2 1,500 39.88
(*) : The ten biggest beneficiaries/buyers or more if the same quantity has been allocated to/bought by several of them.
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2008 ANNUAL REPORT
OBSERVATIONS OF THE SUPERVISORY BOARD
Ladies and Gentlemen,
The Supervisory Board has perused the report for 2008 presented by the Executive Board.
In 2008 the Company posted satisfactory results having regard to the unusual environment throughout the year, with a first half of growth followed by a sudden
and profound downturn during the second half. Transport activities, naturally more sensitive to such economic fluctuations, were particularly hard hit,
whereas the logistics activities had a very good year in 2008.
The operational integration of Christian Salvesen group’s activities, which was our major challenge in 2008, was carried through with great skill and more
rapidly than projected in the Board’s planning schedule.
More than ever this acquisition is demonstrating just how strategic it is given that it has transformed Norbert Dentressangle Group, helping to put it on a new
level as a major European transport and logistics company.
Faced with the current crisis, the Company’s balance sheet remains solid and at Norbert Dentressangle we are all highly motivated to lower the break-even
point, with the aim of returning as soon as possible to a level of financial results in line with our goals.
In view of the foregoing, in conjunction with the ordinary resolutions, the Supervisory Board requests you to approve the company and consolidated financial
statements for the year ended 31 December 2008, and to adopt the Executive Board’s related draft resolutions, pertaining inter alia to the distribution of a
€ 0.70 per share dividend.
As regards the extraordinary resolutions, you are requested to:
- renew the powers and authorisations granted to the Executive Board at previous Shareholders’ General Meetings to cancel treasury shares and to increase
the share capital of the Company, either with or without pre-emptive subscription rights;
- extend the exercise period of 2006 warrants to take account of the economic context referred to previously;
- reinforce, by amending the Articles of Association, the Supervisory Board’s powers of review concerning future share or other security issues including
authorised issues, that could lead immediately or over time to a capital increase.
We thank you in advance for the trust you will thus place in the Executive Board and the Supervisory Board.
The Supervisory Board
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2008 ANNUAL REPORT
REPORT OF THE CHAIRMAN OF THE SUPERVISORY BOARD
ON THE CONDITIONS OF PREPARATION AND ORGANISATION
OF THE BOARD’S WORKING SESSIONS AND ON THE INTERNAL
CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED
BY THE COMPANY
In accordance with the provisions of Article L. 225-68 of the French
Commercial Code, this report sets forth our account of:
- the procedures governing the attendance of shareholders at the Shareholders’
General Meeting;
- the terms of preparation and of organisation of the working sessions of the
Supervisory Board;
- the internal control and risk management procedures implemented by the
Company;
- the principles and rules applied to calculate all pay and benefits whatsoever
awarded to officers and directors.
For the purposes of this report, the Company declares that it is based on the
code of corporate governance established by the AFEP (Association française des
entreprises privées - French Association for Private Companies) and the MEDEF
(Mouvement des Entreprises de France - French Business Confederation) in
December 2008, which can be consulted on the following site: www.medef.fr.
For the purposes in hand, it is confirmed that the information covered by
Article L 225-100-3 of the French Commercial Code is shown in the
management report.
For the development and production of this report, the Company has relied
on the Guidelines for the Preparation of Registration Documents for small and
medium-sized companies issued by the AMF on 25 February 2008.
• Description of the special conditions
governing the attendance of shareholders
at the Shareholders’ General Meeting
Shareholders’ General Meetings
Meetings are called and held pursuant to statutory conditions.
Meetings take place either at the registered office, or in another place
indicated in the notification.
Right of admission to the meetings
In accordance with Article 29 of the Articles of Association of Norbert
Dentressangle Group S.A, Shareholders’ General Meetings are called and
deliberate under statutory conditions and pursuant to Article 9 of the Articles
of Association as regards voting rights.
• Conditions of preparation and organisation of
the working sessions of the Supervisory Board
Internal regulations
The internal operations of the Supervisory Board, in particular information for
Supervisory Board members and relations with the Executive Board, are
governed by internal regulations.
Membership of the Board
The following are members of the Board: Mr. Norbert Dentressangle since
1998 and current chairman, Ms Evelyne Dentressangle since 1998, Mr Henri
Lachmann since 1998, Mr Pierre-André Martel since 2005, Mr. Vincent Menez
since 2008, Mr Jean-Luc Poumarède since 2008, Mr Bruno Rousset since 2007
and Mr François-Marie Valentin since 1998.
All efforts are made to ensure that the Board comprises non-executive
members who are able to guarantee the shareholders and the market that the
Board’s duties are fulfilled with the requisite independence and objectivity,
thus avoiding the risk of conflict of interest between the Company and its
management.
We remind you that the Supervisory Board must be composed of at least 33%
of non-executive members. For 2008, non-executive members represented
50%.
As a general rule, a member of the Supervisory Board is deemed to be nonexecutive
provided that none of his dealings with the Company, its Group or
its management are likely to adversely affect his freedom of judgment.
Rules of disclosure
Each member of the Board must, within 1 month from commencement of his
term of office, register the Company shares held by him, his spouse or his
minor children, or deposit same with a bank.
The members of the Supervisory Board and the members of the Executive
Board must be periodically informed of the provisions of Article L. 621-18-2
of the French Monetary and Financial Code and of the articles of the General
Regulations of the AMF directly applicable to them. For example, members of
the Supervisory and Executive Boards must directly file with the AMF a
declaration of any purchase, disposal, subscription or exchange of equity
securities of the Company, as well as of any transactions carried out on
financial instruments attached thereto, within five days of the relevant
transaction dates. This requirement applies to the members of the Supervisory
and Executive Boards, as well as to all related individuals or legal entities as
defined by applicable regulations.
The members of the Board shall take cognizance of the periods of prohibition
of transactions on the Company’s securities, and of their general obligations
vis-à-vis the market under applicable regulations.
Each member of the Board undertakes to inform the Chairman of the Board of
any event or information likely to give rise to a conflict of interest between
himself and the Company or its subsidiaries, as soon as he becomes aware
thereof.
In the event of such conflict of interest, the member in question may be
required to refrain from attending or voting at the Board meeting held in
respect of the decision to be made.
This report sets forth the main features of these internal regulations.
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2008 ANNUAL REPORT
Frequency of meetings
Article 14 of the Articles of Association requires the Supervisory Board to meet
at least once per quarter, in particular to take cognizance of the reports
submitted by the Executive Board and generally as often as necessary in the
interests of the Company. During the past financial year, the Supervisory Board
met on five occasions.
The dates of Supervisory Board meetings, the main points appearing on the
agendas thereof, and the attendance rate of the directors during the past
financial year are set forth below:
Date Main points to the agenda Rate of attendance
20/03/08 • Business of the Company and its subsidiaries in 2007. Executive Board presentation of consolidated and company 100%
financial statements for the year ended 31 December 2007 and trends for the 1 st quarter 2008.
Review of the Executive Board report to the Annual Shareholders’ General Meeting.
• Proposal to the shareholders for the nomination of two new members of the Supervisory Board.
• Creation of an Audit Committee.
• Observations of the Supervisory Board on the Executive Board’s submissions to the Ordinary
and Extraordinary General Meeting.
• Chairman’s report on the conditions of preparation and organisation of the working sessions of the Supervisory Board,
as well as internal control procedures.
• Remuneration of Executive Board members.
22/05/08 • Executive Board presentation of consolidated financial statements for the period ended 31 March 2008. 50%
• Business report for the 1 st quarter 2008 and trends for the 1 st half-year 2008.
• Membership of the Audit Committee.
24/07/08 • Change of Chairman of the Executive Board. 87.5%
• Draft sale of logistics sites.
29/08/08 • Business report for 1 st half 2008 75%
20/11/08 • Executive Board presentation of consolidated financial statements for the period ended 30 September 2008. 87.5%
Business report for the 3 rd quarter 2008 and outlook for year end 2008.
• Update on the Christian Salvesen pension fund.
• Review of the AFEP-MEDEF report.
• Insurance agreements.
• Administrative services provided to Group companies.
The Supervisory Board periodically assesses the suitability of its structure and
operations on the performance of its duties.
This involves assessing the Supervisory Board capacity to meet the
requirements of the shareholders, who appointed it to oversee the Executive
Board’s management of the Company, by periodically reviewing its own
membership, structure and operation.
During 2008, the Supervisory Board made use of a questionnaire to carry out
an evaluation of its membership, organisation and operations. This work will
figure on the agenda of a forthcoming Supervisory Board meeting, enabling
any decisions that have to be made concerning actions to be taken in 2009
with a view to improving the organisation and operation of the Supervisory
Board.
Convening Supervisory Board members
A schedule of Board meetings must be drawn up early enough to allow each
of the members to be properly prepared.
Informing Supervisory Board members
In order to allow each member of the Board to fulfil his duties, to make fully
informed decisions, and to take effective part in Board meetings, a
comprehensive file is sent to every member prior to each meeting.
This file comprises the documents required for proper information on the
items appearing on the agenda.
At least once a quarter the Executive Board presents the Supervisory Board
with a report on the operations of the Company. To this end the Executive
Board submits a report drawn up by the financial management on the
business of the Company, together with a balance sheet, income statement
and cash flow statement.
Within three months of the close of each financial year, the Executive Board
submits the company’s annual financial statements and consolidated financial
statements to the Supervisory Board for purposes of verification and review.
In addition, with the same deadline, it presents the consolidated financial
statements for each of the first three quarters of the financial year, and on
30 June the Company’s financial statements and the consolidated financial
statements for the first half-year.
Within the same period, the Executive Board provides the Supervisory Board
with the draft of the report that it proposes to submit to the Annual
Shareholders’ General Meeting called to vote on the financial statements for
the past financial year.
Management forecasts are sent to the Supervisory Board together with an
analysis report within eight days of the preparation thereof by the Executive
Board.
Furthermore, the Supervisory Board may at any time throughout the year
carry out such inspections and reviews as it shall deem appropriate, and
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2008 ANNUAL REPORT
request all documents that it deems necessary for the purposes of performing
its duties.
Each member of the Supervisory Board may, at his discretion, meet with one
or more members of the Executive Board together or separately. In that event,
such Supervisory Board member must give prior notice thereof to the
Chairman of his Board, and subsequently inform him of the outcome of the
said meeting.
The members of the Supervisory Board may also, at their discretion and in
coordination with the CEO, meet with any functional or operating manager.
A member of the Supervisory Board is under a duty to request any useful
information he may need to meet his duties. To that end, he must in due time
request the information from the Chairman of the Supervisory Board that he
requires to make a fully informed decision in respect of the items appearing
on the agenda, if he is of the opinion that the information available to him is
not sufficient. If a matter cannot be properly addressed at a meeting, the
relevant decisions are postponed to the following session.
Finally, each member of the Board may, if he deems necessary, benefit from
additional training in respect of the Company’s special features, its business
lines and sectors.
Conducting meetings
Supervisory Board meetings are held at any location specified in the notice.
The Board meets at a venue selected by the Chairman of the Board so as to
allow a maximum number of members to attend, or on the premises of one
of the Company’s subsidiaries, so as to foster better awareness of the Group’s
activities amongst members.
In order to facilitate attendance of Supervisory Board members at its
meetings, videoconferences or teleconferences may be scheduled in
accordance with applicable regulations, as permitted under Article 23-1 of the
Company’s Articles of Association.
Attendance via videoconference is not allowed at meetings held to draw up
the Company and consolidated financial statements or the Company’s or the
Group’s management reports.
Authorisation of regulated agreements by the Supervisory Board
During the past financial year, the Supervisory Board has authorised new
regulated agreements signed and those amended during the year. These
agreements were reviewed by the Company’s Statutory Auditors, who referred
thereto in their special report.
Minutes of meetings
The minutes of each meeting of the Board are drawn up after each session and
a draft version circulated to its members together with the notice of the
following meeting, at which they are approved.
• Internal control and risk management
procedures implemented by the Company
Definition of internal control
Internal controls within Norbert Dentressangle Group are designed to
improve operational control and efficiency.
The aim of internal auditing is to ensure, inter alia:
- that the Executive Board’s instructions and strategies are applied;
- the proper operation of the Company’s internal policies;
- compliance with statutory provisions and regulations;
- reliability of the financial information.
As with all control systems, please note that internal controls, however
comprehensive, cannot provide anything more than reasonable assurance,
and not an absolute guarantee, that the risks faced by the Group are fully
eliminated.
This mechanism is based on the structure of the Group and the environment
of internal controls, and is an element in the process of continuous
identification, evaluation and management of risk factors liable to affect the
achievement of our goals and of opportunities that could improve
performance.
Group structure
The Group’s activities are divided between two Divisions, Transport and
Logistics, under the responsibility of two separate Management Committees.
Each of these two committees is chaired by a member of the Executive Board.
This mechanism relies on an authority hierarchy and on procedural
guidelines. This system and procedural guidelines, based on rules of conduct
and ethics, ensures consistency in the communication and transmission of the
Group’s legal, financial and human resources policies.
Control environment
Compliance with the ethical and procedural rules, explained to each
employee and communicated in particular through our commitment charter
and code of ethics, is a priority for the Group. The Group means the parent
company and the subsidiaries forming part of the consolidated Group.
The improvement and sophistication of our software are part of the structure
of our internal control system.
For example, the Group uses an Intranet as its primary tool for distributing
its procedures and management rules. Today most departments have one or
more databases that are constantly updated and upgraded.
As part of the implementation of the reporting and Group consolidation
system, an Intranet service summarising the Group’s procedures and financial
policies has been established to provide communication between all persons
involved.
While the Group’s operational structure remains decentralised, the use of
centralised communications systems such as the Intranet allows distribution
of clear audit and control procedures throughout the Group.
In addition to systems improvements, throughout the year the Group
regularly and specifically reviewed the results of each business unit, a
fundamental element of the internal control procedures.
Reinforcing the internal control system is a constant concern in the Group,
which continues to upgrade its procedures, inter alia by improved
documentation of procedures, the establishment of additional indicators and
a new structure of delegated powers.
Risk management
The way in which the Group is organised assures the management of the risks
and opportunities arising through its activities. This responsibility is
distributed throughout all levels within the Group. The central services,
operating and support teams are the parties who perform internal controls,
conducting the procedures in their respective fields of responsibility and
contributing to the risk control system.
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2008 ANNUAL REPORT
The main bodies contributing to the procedures of identification, evaluation
and management of risks and opportunities are the Supervisory Board, the
Audit Committee, the Executive Board, the Divisional Management
Committee and the Divisional Steering Committees. The members of these
bodies use their experience to anticipate the risks and opportunities arising
through developments in the industry. The risks are managed at the
appropriate levels of the organisation. An account is given under the heading
“Risk Factors” in the Registration Document (market risks, industrial and
environmental risks, legal risks, insurance and risk prevention).
The Group maps out risks, in order to identify and analyse the principal
identifiable risks in the light of its objectives and to ensure the existence of
procedures for managing these risks. This chart is periodically updated, by
the Internal Audit Department, following interviews with the operational
managements of each Division and with the Group-wide functional
departments. The procedure provides verification of the extent to which
identified risks are properly controlled.
Human resources policy
In pursuit of its ongoing goal of strengthening the human resources policy on
the basis of the skills, know-how and high standards of its staff, the Group
has initiated a recruitment policy, at both Group and Division level, designed
to improve staff professionalism and to preserve the high level of expertise of
its employees in conjunction with a staff skills development policy.
• Parties involved in internal control and
Group operational and organisational
procedures
The Supervisory Board and the Executive Board
The two-level structure of the Company, comprising a Supervisory Board and
an Executive Board, the presence of non-executive members on the Board and
the rules of communication applied between the Supervisory Board and the
Executive Board are significant elements underlying the Group’s internal
controls.
The advice provided by the Supervisory Board to the Executive Board and the
controls procedures implemented allow for a better definition of the Group’s
strategies.
Furthermore, in May 2008 the Supervisory Board established an Audit
Committee composed of three members of the Board: Mr Jean-Luc
Poumarède as Chairman of the Committee, and Mr Bruno Rousset and Mr
Vincent Ménez, so that two of the three are non-executive directors.
The Audit Committee’s role is to provide an independent view of the risks
incurred by the Group, the way they are managed and to quantify their
financial impact. It assists the Supervisory Board in the following fields:
i) critical review of the annual financial statements and periodical
information,
ii) assessment of the adequacy of internal controls, taking account of risk
perception and the effectiveness of internal and external audits, and
iii) generally, supervising applicable compliance with regulations and legal
requirements, which is essential to safeguarding Norbert Dentressangle
Group’s reputation and credibility.
Since it was founded, during the past financial year the Audit Committee has
met twice.
Audit
The Group’s Internal Audit department consists of three experienced
employees reporting to the Audit Manager, who works under the authority of
the Group Finance Department. The reporting line is short, which ensures
rapid decision-making and correction of any weaknesses noted. Closeout
audit meetings are always held following each assignment conducted by the
Internal Audit department. These meetings are intended to present the
relevant findings and recommendations, and to consider the measures to be
implemented to ensure the effectiveness of the internal controls.
Divisional Management Committees and Divisional Steering Committees
Significant transactions and events and the performances of the various
business units are reviewed within each Division by monthly Zone and
Regional Steering Committees comprising members of the Divisional
Management Committee, the operational managers and their financial
controllers.
Furthermore, the Management Committee of each Division meets every two
months to discuss and plan strategy.
Significant transactions and events as well as the performances of each
Division are reviewed each month at Divisional Steering Committees
comprising the General Managers, Finance Directors and Divisional Directors
of Human Resources together with the CEO, the Group CFO and the Group
Director of Human Resources.
Divisional Capital Expenditure and Commitment Committees
A Divisional Investment and Commitment Committee has been set up within
each Division for capital expenditure that exceeds the approval powers of the
Executive Board. It generally meets simultaneously with the Divisional
Management Committees. One of the duties of the Executive Board is to
approve significant capital expenditure and contractual undertakings.
Requests for capital expenditure and commitments are submitted by the
relevant Head of Division, in accordance with pre-defined standard
procedures, with a strategic and financial presentation of the project. Where
applicable, the criteria for approval by the Executive Board are updated to
take into account the Group’s size and specific issues.
Divisional Legal and Insurance Departments
The Legal Departments of each Division are centralised and are responsible
for reviewing contractual and legal commitments. They are involved from
inception in commercial negotiations both with customers and with
suppliers.
The management of insurance policies, contracted with reputable
international brokers, is centralised by the Group Legal Department and is
outsourced following regular calls for tenders.
Divisional Operational Financial Control
Divisional Operational Financial Control, which reports to the Divisional
Financial Management, consist of a network of financial controllers seconded
to each of the various operational managers of each Division. Operational
Financial Control is a key component in the Group’s internal controls.
Operational Financial Control is responsible for the budget process. Each
month, it takes part in drafting the various financial reporting documents
intended for the Group and is involved in the reconciliation between financial
accounts and management reporting. Operational Financial Control
comments on performance at the Steering Committees, and in particular on
an analysis of variances between actual/ budget and actual/prior year figures.
Where applicable, procedural audits, analyses and other specific reviews may
be ordered by Divisional Management following these Steering Committee
meetings.
Findings are addressed at the following Steering Committee meetings.
81

2008 ANNUAL REPORT
Credit Management
The management of Group commitments with third parties is centralised
within each Division, under the responsibility of Financial Management. A
centralised Group Credit Management department enables the Group to pool
the information collected from Divisional Credit Management departments.
The procedures and indicators implemented by Group Credit Management
(regular credit analyses, setting permitted commitment thresholds, customer
limits etc.) ensure permanent monitoring of outstanding receivables and
guarantee satisfactory reactivity in the event of default. Indicators are
provided to managers to maintain awareness and ensure coordinated action
by everyone involved.
Purchases
Each Division has a centralised Purchasing Department, which guarantees the
quality and optimisation of strategic purchases. These Departments are also
responsible for diversifying suppliers.
The Company has initiated a process of standardisation and grouping of
suppliers by product range in order to improve the consistency of purchasing
practices and to ensure distribution of best practice.
Quality - Safety - Environment
Quality and safety control are key components of our Transport and Logistics
activities. The Quality - Safety - Environment Departments report to the
respective Managers of both Divisions and guarantee the performance of such
control.
Within the Logistics Division, teams of “quality and safety” co-ordinators are
responsible for implementing safety and prevention procedures at each
warehouse.
The Group continues its certification procedure, in particular with a view to
obtaining environmental standard ISO 14001 for all its new sites.
The Group devotes constant effort to its “Safe Driving Plan”, the major aims
being to reduce the accident rate and maintain a high level of quality in our
transport services.
The Group’s environmental initiatives are all detailed in the Executive Board’s
report under the heading “Achievements and commitments in the Company’s
corporate and environmental policy”.
IT
Both Divisions’ IT departments have continued to ensure the proper
operation and continuity of our systems and have been allocated greater
responsibilities since the computerisation of customer systems (EDI,
customer website, etc.), internal Group relations (Intranet, e-mails, etc.) and
the overall integration of our information systems. The security of our on-line
systems and the ability of our networks to operate in spite of faults and
breakdowns are becoming increasingly important. They are closely
monitored and are subject to strict procedures (security procedures, back-up,
etc.).
External Consultants
The Group regularly engages external consultants to audit a number of
procedures. These external audits relate to various issues such as sustainable
development and taxation.
• Procedures applicable to the preparation and
treatment of accounting and financial data
Treasury and financing operations
The Treasury team, which is centralised at Group level, provides strict control
of transactions.
Payments and financing of French and foreign subsidiary activities are
centralised within each Division. Credit lines, loans and cash investment
options are negotiated by the Group’s Treasury Department and approved by
the Executive Board. The Group Treasury Department also manages the
Group’s foreign currency and interest rate risks, applying limits set by
Financial Management, with deliberately limited recourse to the market. As
regards exchange risks, the Group favours the use of natural hedges, and for
interest rate risks the use of swaps.
Finally, the simplified reports drawn up by the Treasury Department are
reviewed by the Group Finance Director and sent to the Chairman of the
Supervisory Board, and comprehensive reports are reviewed by members of
the Executive Board every quarter.
Management reporting and Group Financial Control
The reporting process is a key component of the Group’s management and
internal controls.
Group Financial Controlling consolidates management reports, drawn up on
a monthly basis by the Operational Financial Controlling Department, within
a single system. The reports are reconciled with financial results, and
compared with budgetary and prior year data on a monthly basis.
The operational and financial data is always available for the Group and
Divisional Departments and operational managers and operational financial
controllers via the Group’s intranet, together with comparative budgetary and
historical data.
Management reporting is systematically reconciled with the audited
accounting data.
Each month, Financial Management presents monthly management reports
to the Executive Board.
Where applicable, procedural audits, analyses and other specific reviews may
be ordered by Financial Management or the Executive Board.
Consolidation
Consolidated balance sheets, income statements and cash flow statements are
drawn up quarterly and published half-yearly.
The Group’s consolidation unit issues instructions every quarter, setting the
timetable for tasks and reiterating the methods for preparing consolidation
packages intended for the accounting departments / shared accounting
departments of each country.
The consolidation packages are verified by the consolidation unit prior to
consolidation. Each quarter, earnings are reconciled with those set forth in the
management reports together with Group Financial Controlling.
The Executive Board submits the management report and consolidation to
the Supervisory Board every quarter. The consolidation is published and
approved by the Statutory Auditors every half-year.
With a view to meeting the new standards and related statutory obligations
and to further standardise its policies and practices, the Group has
implemented a standard consolidation and reporting system. This centralised
IT system will contribute to the ongoing improvements in internal control
practiced by the Group.
Financial control and the preparation of financial and accounting information
are based on the Group’s operational structure.
Accordingly, within the framework of the decentralised structure, each legal
entity is responsible for submitting a package of pre-defined financial
information to the Group on a monthly and quarterly basis.
The Statutory Auditors review such data on a yearly and half-yearly basis.
82

2008 ANNUAL REPORT
• Principles of remuneration
The members of the Supervisory Board are required to attend its meetings as
regularly as possible. Furthermore, the allocation of directors’ fees to Board
members, the aggregate budget for which is approved at the Shareholders’
General Meeting, takes into account the members’ attendance rate.
The members of the Audit Committee receive a variable additional
remuneration.
Where applicable, the Supervisory Board sets the remuneration of the
Chairman of the Board as well as that of the Deputy-Chairman of the Board.
Finally, the Supervisory Board also sets the method and amount of the
remuneration of each member of the Executive Board. This remuneration
consists of a fixed portion and a variable portion that is essentially contingent
on the attainment of targets.
The management report specifies benefits in kind allocated and variable pay
of members of the Executive Board. No deferred remuneration, severance pay
or pension agreement is in force as of today’s date.
This report has been prepared through the use of contributions from several
departments, in particular the Group’s financial, legal and audit departments.
An overview of these reports was presented to the company’s Audit
Committee on 10 March 2009. The report was then approved by the
Supervisory Board at its meeting on 19 March 2009.
Norbert Dentressangle,
Chairman of the Supervisory Board.
83

2008 ANNUAL REPORT
STATUTORY AUDITORS’ REPORT
Year ended 31 December 2008
STATUTORY AUDITORS’ REPORT DRAWN UP PURSUANT
TO ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL CODE
ON THE REPORT OF THE CHAIRMAN OF THE SUPERVISORY
BOARD OF GROUPE NORBERT DENTRESSANGLE S.A.
To the Shareholders,
In our capacity as Statutory Auditors of Groupe Norbert Dentressangle S.A. and in accordance with the provisions of Article L.225-235 of the French
Commercial Code, we hereby submit our report on the report drawn up by the Chairman of your Company pursuant to the provisions of Article
L.225-68 of the French Commercial Code, for the financial year ended 31 December 2008.
It is the Chairman’s responsibility to prepare and submit for the Supervisory Board’s approval a report on the internal control and administrative
procedures adopted in the Company and which gives the information required under Article L. 225-68 of the French Commercial Code covering in
particular corporate governance procedures.
It is our duty to:
• Review and comment on the information set forth in the Chairman’s report on internal controls governing the preparation and treatment of accounting
and financial information.
• Certify that this report contains the other disclosures required under Article L.225-68 of the French Commercial Code, it being specified that it is not
our responsibility to verify whether such other disclosures are fairly and accurately stated.
We conducted our audit in accordance with professional standards applicable in France.
Internal control procedures relating to the preparation and treatment of accounting and financial information
Our professional standards require the implementation of procedures to assess the fairness and accuracy of the information set forth in the Chairman’s
report on the preparation and treatment of accounting and financial information. These procedures involve the following in particular: Such procedures
consist inter alia of the following:
• taking cognizance of internal controls governing the preparation and treatment of accounting and financial information underlying the information set
forth in the Chairman’s report, as well as existing documents;
• taking cognizance of the work having led to the preparation of such information and of existing documents;
• determining whether major deficiencies in internal controls governing the preparation and treatment of accounting and financial information that we
noted within the framework of our assignment have been duly disclosed and addressed in the Chairman’s report.
Based on the above, we do not have any comments to make on the statements provided regarding internal controls governing the preparation and treatment
of accounting and financial information as set forth in the report drawn up by the Chairman of the Supervisory Board pursuant to the provisions of Article
L.225-68 of the French Commercial Code.
Other information:
We certify that the report of the Chairman of the Supervisory Board contains the other information required under Article L. 225-68 of the French Commercial
Code.
The Statutory auditors
Lyon, 17 April 2009
ACTITUD AUDIT
Alain Bonniot
ERNST & YOUNG AUDIT
Daniel Mary-Dauphin
84

2008 ANNUAL REPORT
CONSOLIDATED INCOME STATEMENT
■ In K€ note 31/12/2008 31/12/2007 31/12/2006
■ REVENUES 3,107,222 1,804,341 1,607,905
Other purchases and external costs c (1,860,018) (1,095,628) (992,001)
Staff costs c (1,011,838) (531,233) (455,274)
Taxes, levies and similar payments c (54,347) (35,936) (47,416)
Gains on sale of operating assets c 6,093 7,028 5,110
Share of income/loss from joint ventures c 0 2 (3)
Other expenses (income) c 1,237 (142) 18,781
Amortisation and depreciation charges c (122,538) (87,929) (79,524)
Provisions (provision reversals) c 13,089 7,125 4,120
■ UNDERLYING OPERATING INCOME 78,900 67,628 61,698
Restructuring costs c (11,209) (1,088) (9,593)
Real estate capital gains or losses c 21,002 1,872 3,913
TNT provisions (provision reversals) c 5,181 11,067 13,731
Other non-current income and expenses c 1,865 (5) 13,138
Other non-current provisions and provision reversals c 2,430 334 201
■ OPERATING INCOME BEFORE GOODWILL 98,169 79,808 83,088
Goodwill impairment c 0 0 0
Other non-current provisions and provision reversals i (4,033) 3,144 0
■ E.B.I.T c 94,136 82,952 83,088
Financial income d 134,137 22,577 10,092
Financial costs d (168,548) (32,285) (16,673)
■ PRE-TAX INCOME 59,725 73,244 76,507
Income tax expense e (17,456) (23,881) (27,159)
Share of profit of associates 137 (63) 444
■ GROUP NET INCOME 42,406 49,300 49,792
Minority interests entitlements 0 0 0
■ NET INCOME GROUP SHARE 42,406 49,300 49,792
■ EARNINGS PER SHARE f
Basic EPS on net income for the year 4.43 5.14 5.19
Basic EPS on operating income 4.43 5.14 5.19
Diluted EPS on net income for the year 4.38 5.08 5.12
Diluted EPS on operating income 4.38 5.08 5.12
85

2008 ANNUAL REPORT
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated balance sheets
ASSETS
■ In K€ Note 31/12/2008 31/12/2007 31/12/2006
Restated*
Goodwill k 355,448 389,517 78,058
Intangible fixed assets i 72,310 90,461 5,665
Tangible fixed assets j 612,581 647,689 408,864
Investments in associated companies l 5,639 6,652 1,491
Other non-current financial assets m 28,698 21,412 19,337
Deferred tax assets t 29,811 56,684 18,344
■ NON-CURRENT ASSETS 1,104,487 1,212,415 531,759
Inventories n 15,122 17,454 7,390
Trade receivables o 484,933 533,455 330,104
Other receivables o 152,171 132,731 80,331
Other current financial assets m 1,169 1,425
Cash and cash equivalents p 86,769 220,708 255,706
■ CURRENT ASSETS 738,995 905,517 674,956
Assets held for sale j 157 455 717
■ TOTAL ASSETS 1,843,639 2,118,388 1,207,432
LIABILITIES
■ In K€ Note 31/12/2008 31/12/2007 31/12/2006
Restated*
Share capital q 19,672 19,672 19,671
Share premium 18,537 18,469 18,433
Translation adjustments (37,717) (2,099) 760
Consolidated reserves 268,051 249,270 208,561
Net income for the financial year 42,406 49,300 49,792
■ SHAREHOLDERS’ EQUITY GROUP SHARE 310,949 334,612 297,217
Minority interests 0 0 0
■ SHAREHOLDERS’ EQUITY 310,949 334,612 297,217
Long-term borrowings r 458,045 479,873 198,397
Long-term provisions s 100,888 125,998 51,224
Deferred tax liabilities t 60,155 84,163 37,065
■ NON-CURRENT LIABILITIES 619,088 690,034 286,686
Short-term provisions s 21,274 43,349 11,796
Trade payables u 396,394 426,412 238,980
Short-term borrowings r 132,938 200,658 120,169
Other current borrowings u-w 13,886 0 0
Bank overdrafts p 49,008 73,380 58,609
Current tax payable 23,813 8,937 4,919
Other debt u 276,289 341,006 189,056
■ CURRENT LIABILITIES 913,602 1,093,742 623,529
■ TOTAL LIABILITIES 1,843,639 2,118,388 1,207,432
* As at 31 December 2007, the price allocation for the acquisition of the
identifiable assets and liabilities of Christian Salvesen Group was established
on an interim basis. This work was performed within 12 months of the
acquisition date, and resulted in accounting for certain adjustments in the
financial statements for the year ended 31 December 2008. The balance sheet
adjustments are presented in Note g of the notes to the consolidated financial
statements. The income statement and cash flow statement were not restated since
the impacts were not material in view of the acquisition date of 14 December
2007.
86

2008 ANNUAL REPORT
CONSOLIDATED CASH FLOW STATEMENT
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Net income 42,406 49,300 49,792
Depreciation and provisions 101,999 70,257 64,462
Capital gains or losses on disposals of fixed assets (22,621) (8,326) (6,270)
Net deferred tax assets or liabilities (9,214) 856 7,635
Net financial costs on financing transactions 31,526 8,729 6,580
Other adjustments 735 1,395 245
Operational cash flow 144,831 122,211 122,444
Change in inventories 4,206 (5,080) (1,186)
Trade receivables 24,470 (16,242) 24,217
Trade payables (27,458) 36,008 6,045
Operating working capital 1,218 14,686 29,076
Social security receivables and payables (14,057) 10,067 11,346
Tax receivables and payables (1,336) (8,384) 12,946
Other receivables and payables (20,799) (3,500) (15,754)
Non-operating working capital (36,192) (1,817) 8,538
Operational working capital (34,974) 12,869 37,614
■ NET CASH FLOW FROM OPERATIONS 109,857 135,080 160,058
Sales of intangible and tangible fixed assets 125,076 47,432 50,980
Receivables on sales of fixed assets 722 (1,218) 0
Sales of financial assets 167 18 621
Acquisitions of intangible and tangible fixed assets (219,617) (169,241) (132,189)
Acquisitions of financial assets (1,513) 0 0
Payables on acquisitions of fixed assets 4,452 11,155 0
Acquisitions of subsidiaries, net of cash acquired 0 (293,658) (17,359)
Sales of companies, net of cash transferred 0 0 324
■ NET CASH FLOW FROM INVESTMENT TRANSACTIONS (90,713) (405,512) (97,623)
■ NET CASH FLOW 19,144 (270,432) 62,435
Dividends paid to parent company shareholders (10,506) (9,586) (8,490)
Loan issues 176,553 370,623 138,764
Capital increase/(reduction) 0 0 1,284
Treasury shares (1,615) 0 (7,278)
Other financial assets/liabilities 0 (8) 0
Repayment of loans (266,259) (131,498) (127,526)
Net financial costs on financing transactions (31,526) (8,729) (6,580)
■ NET CASH FLOW FROM FINANCING TRANSACTIONS (133,353) 220,802 (9,826)
Exchange differences on foreign currency transactions 4,645 (139) 387
Change in cash (109,564) (49,769) 52,996
Opening cash and cash equivalents 147,327 197,097 144,101
Closing cash and cash equivalents 37,763 147,328 197,097
Change in cash (closing - opening) (109,564) (49,769) 52,996
The cash paid in respect of current tax amounts to € 29,510,000 as at 31 December 2008.
87

2008 ANNUAL REPORT
CHANGE IN CONSOLIDATED SHAREHOLDERS’ EQUITY
■ In K€ Share Share Treasury Undistributed Other Minority Total
capital premium shares reserves interests
■ AS AT 1 JANUARY 2006 19,847 21,852 (8,860) 226,292 682 0 259,813
Group’s share of net income for FY 2006 49,792 49,792
Change in financial instruments revaluation reserve 675 675
Exchange adjustment 1,012 1,012
■ Total expenditure and income for the financial year 0 0 0 49,792 1,687 0 51,479
Dividends paid in respect of FY 2005 (8,491) (8,491)
Cancellation of acquisitions of treasury shares held (322) (4,557) (2,399) (7,278)
Increase in share nominal value from € 1.60 to € 2 146 1,138 1,284
Capital increase following exercise of stock options 0
Cost of payments in stock options 542 542
Changes in consolidation 0
Undertaking to redeem minority interests 0
Other variations (132) (132)
■ AS AT 31 DECEMBER 2006 19,671 18,433 (11,259) 267,593 2,779 0 297,217
Group’s share of net income for FY 2007 49,300 49,300
Change in financial instruments revaluation reserve (335) (335)
Exchange adjustment (2,862) (2,862)
■ Total expenditure and income for the financial year 0 0 0 49,300 (3,197) 0 46,103
Dividends paid in respect of FY 2006 (9,586) (9,586)
Cancellation of acquisitions of treasury shares held 0
Capital increase 1 36 (37) 0
Capital increase following exercise of stock options 0
Cost of payments in stock options 855 855
Changes in consolidation 0
Undertaking to redeem minority interests 0
Other variations 23 23
■ AS AT 31 DECEMBER 2007 19,672 18,469 (11,259) 307,307 423 0 334,612
Group’s share of net income for FY 2008 42,406 42,406
Change in financial instruments revaluation reserve (14,808) (14,808)
Exchange adjustment (35,615) (35,615)
Tax on financial instruments and exchange adjustment (4,342) (4,342)
■ Total expenditure and income for the financial year 0 0 0 42,406 (54,765) 0 (12,361)
Dividends paid in respect of FY 2007 (10,506) (10,506)
Cancellation of acquisitions of treasury shares held (1,387) (1,387)
Capital increase 0
Capital increase following exercise of stock options 0
Cost of payments in stock options 452 452
Changes in consolidation 0
Undertaking to redeem minority interests 0
Other variations 68 69 137
■ AS AT 31 DECEMBER 2008 19,672 18,537 (12,646) 339,207 (53,821) 0 310,949
88

2008 ANNUAL REPORT
NOTES TO THE 2008 CONSOLIDATED FINANCIAL STATEMENTS
IFRS STANDARDS
I - GENERAL INFORMATION REGARDING THE ISSUER
Name: Groupe Norbert Dentressangle.
Registered office: “Les Pierrelles” 26240 BEAUSEMBLANT.
Legal form: French public limited company (société anonyme) with an
Executive Board and Supervisory Board, governed by the French Commercial
Code.
The Group’s holding company is Groupe Norbert Dentressangle.
It is subject to French law.
The Shareholders’ General Meeting called to vote on the financial statements
for 2008 shall be held on 26 May 2009.
The financial statements of Norbert Dentressangle Group were approved by
the Executive Board on 9 March 2009.
The Group’s businesses are transport and logistics.
Three types of companies exist within Norbert Dentressangle Group:
- Logistics operating companies, whose role in France and abroad is to
provide warehousing services as well as additional upstream activities (order
preparation, product customisation and tracing and quality control, etc.)
and downstream services (distribution channel management and reverse
logistics).
- Transport operating companies, whose role is to operate a fleet of vehicles
with a team of drivers to ship goods in accordance with customer
requirements.
- Service companies, whose duties are to provide the operating companies
with services enabling them to focus on their core activities. These include
the holding company and country holding companies, whose role is to
provide assistance, particularly in strategy and communication.
The weighting of the two Group businesses may be assessed with reference to
the segment information set forth in the notes hereto.
II - ACCOUNTING POLICIES AND METHODS
a) Consolidation principles
Pursuant to EC Regulation 1606/2002 of 19 July 2002 on international
standards, the consolidated financial statements of Norbert Dentressangle
Group for the financial year ended 31 December 2008 have been drawn up
in accordance with International Financial Reporting Standards (IFRS)
applicable as at that date, as approved by the European Union as at the date
of preparation of the financial statements.
Some of said standards may be subject to changes or interpretations with
retroactive effect. As a consequence of such modifications, the Group may
subsequently restate the consolidated financial statements to meet IFRS
requirements.
The accounting principles applied for the preparation of the financial
statements comply with IFRS standards and interpretations as adopted by the
European Union as at 31 December 2008 and which may be viewed at:
http://ec.europa.eu/internal_market/accounting/ias_fr.htm#adoptedcommission
• Change in accounting principles and methods
The accounting principles applied are consistent with those adopted for the 2007
consolidated financial statements, with the exception of the following new
standards and interpretations:
• IFRIC 11 “IFRS 2 - Treasury shares and inter-company transactions”; under
European regulations, IFRS 2 must be applied for years beginning with effect
from 1 March 2007, in the Group’s case for the year beginning 1 January 2008.
This interpretation has no impact on 2008 staff costs.
• Amendments to IAS 39 and IFRS 7, relating to reclassification of financial assets,
applicable as from 1 July 2008, have no impact on the Group.
Standards, interpretations and amendments to previous standards issued by the
IASB and approved by the European Union, but which do not have be applied as
at 31 December 2008. The Group has not applied such standards and
interpretations early.
• IFRS 8 “Operating segments”, applicable for financial years beginning with
effect from 1 January 2009.
• Amendments to IAS 1 “Presentation of the financial statements”, revising the
presentation and terms used in some financial statements - applicable as from
1 January 2009.
• IAS 23 amendment “Borrowing Costs”, applicable to financial years beginning
as from 1 January 2009.
• IFRIC 12 interpretation “Service concession agreements” does not apply to the
Norbert Dentressangle Group financial statements.
• IFRIC 13 “Customer loyalty programmes”, applicable to financial years
beginning after 1 July 2008, in the Group’s case with effect from 1 January 2009.
• Amendments to IFRS 2 “Share based payments - Conditions for the acquisition
of entitlements and cancellations” - applicable to financial years beginning with
effect from 1 January 2009.
• IFRIC 14 - IAS 19 - capping of assets in respect of defined benefit schemes,
minimum funding requirements and their interaction, applicable as from
1 January 2009.
The Group has not applied early any of the following standards, interpretations
and amendments already issued by the IASB but not yet approved by the
European Union:
• Amendments to IAS 32 and IAS 1 “Financial instruments redeemable early at
fair value and obligations arising on liquidation” - applicable to financial years
beginning with effect from 1 January 2009.
• IFRS 3 revised “Business combinations”, applicable to financial years beginning
with effect from 1 July 2009, in the Group’s case with effect from 1 January
2010.
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2008 ANNUAL REPORT
• IAS 27 revised “Consolidated and separate financial statements” - applicable
with effect from 1 July 2009, in the Group’s case with effect from 1 January
2010.
• Amendments to IAS 39 - Financial instruments: recognition and
measurement: Eligible hedged items.
• IFRIC 15 - Agreements for the construction of real estate.
• IFRIC 16 - Hedges of a net investment in a foreign operation.
• IFRIC 17 - Distributions of non-cash assets to owners.
• Amendment to IFRS 1 and IAS 27 “Cost of an investment in a subsidiary,
jointly controlled entity or associate” - applicable with effect from 1 January
2009.
• Annual improvement of IFRS - applicable with effect from 1 January 2009
with the exception of the IFRS 5 amendment which must be applied for
periods beginning with effect from 1 July 2009.
The Group has begun to review the potential impact on the consolidated
financial statements. At present, it does not anticipate any material impact on
its consolidated financial statements.
• Estimates and judgments
In order to draw up its financial statements, the Group must make certain
estimates and assumptions that can affect the financial statements. The Group
periodically reviews its estimates and assessments to take into account past
experience and other factors deemed to be relevant in light of economic
conditions. Depending on changes in these various assumptions or
conditions, the amounts recorded in its future financial statements may differ
from current estimates.
The main financial statement headings that may be subject to estimates are
the following:
- Impairment of doubtful receivables;
- Fair value of assets and identifiable and contingent liabilities acquired as
part of a business combination;
- Impairment of goodwill, the valuation of which is largely based on
assumptions regarding future cash flows, discount rates, and terminal
values which are based principally on long-term growth rates,
- Valuations of options under share subscription schemes granted to
employees and retirement commitments, the valuation of which is based on
a number of actuarial assumptions;
- Valuation of retirement assets and liabilities based on current actuarial
assumptions as at the balance sheet date (e.g. discount rate, salary increase
rate and inflation rates),
- Valuation of financial instruments;
- Deferred taxes and tax charges.
The financial statements reflect the best estimates based on available
information as at the balance sheet date.
They were prepared in accordance with the historical cost principle,
excluding certain items, in particular financial assets and liabilities, which
were stated at fair value.
The local financial statements of each Group company were drawn up in
accordance with the accounting policies and regulations in force within their
respective countries. They are restated as necessary to comply with
consolidation policies applied within the Group.
The primary external factor in 2008 was the global economic crisis that
significantly affected the transport and logistics sector in Europe. The Group’s
financial results were particularly affected with effect from November 2008.
In this context, while special attention was paid to the valuation of short term
assets and liabilities, no material impairment was recorded. Furthermore,
with regard to the Group’s continuing operations in the future, long term
assets and liabilities are stated assuming the crisis will be limited in time. No
additional impairment has been recorded.
• Scope of consolidation
The consolidated financial statements comprise the financial statements of
companies exclusively controlled, whether directly or indirectly, by Groupe
Norbert Dentressangle S.A., the Group’s holding company.
The balance sheet dates of the various entities comply with that set by the Group.
The scope of consolidation is detailed in Note III aa.
Exclusive control
Control is the power to directly or indirectly direct the financial and
operating policies of a firm so as to derive benefits from its activities. Control
is generally deemed to exist where the Group holds over half of the voting
rights in the controlled company. The financial statements of subsidiaries are
included in the consolidated financial statements as of the date of transfer of
effective control until the date on which control ceases.
All significant transactions between consolidated companies as well as any
inter-company profits and losses are eliminated.
The Group consolidates French special purpose vehicles solely intended to
finance road tractors (see Notes III-z).
These entities, referred to as "Locad" entities, are economic interest groupings
(EIGs) and are majority owned by a banking pool.
They purchase a vehicle fleet meeting the Group’s requirements and finance
same by means of loans from a banking pool. The vehicles are exclusively
leased to the various French user companies. Since these entities are directly
controlled and exclusively used by the Group, pursuant to SIC 12, they are
consolidated under the full consolidation method.
These companies have been granted firm buy-back commitments from the
manufacturers of these motor vehicles.
Joint control
Companies that the Group controls jointly with a limited number of partners
pursuant to a contractual agreement are consolidated by applying the
proportional consolidation method.
The assets, liabilities, income and expenditure are consolidated in proportion
to the Group’s shareholding.
Significant influence
Associated companies are those over which the Group exercises significant
influence regarding financial and operational policies, without exercising
control. Where an investor directly or indirectly holds at least 20% of the
voting rights in the company held, it is deemed to have significant influence,
unless otherwise clearly shown.
Companies over which the Group exercises significant influence are
accounted for under the equity method.
Goodwill from these entities is included in the book value of the investment.
All of the companies in which the Group holds majority control are
consolidated, without any exception.
Acquisition of minority interests
In accordance with the IAS 27 revision dated 10 January 2008, additional
acquisitions of minority interests shall be directly set off against shareholders’
equity. This accounting treatment shall apply as of 1 July 2009 and will not
have any retroactive effect.
As at 31 December 2008, the Group continued to apply the method
recommended by currently applicable French accounting standards. In the
event of acquisitions of additional interests in a subsidiary, the difference
between the price paid and the book value of the minority interests acquired,
as recorded in the Group’s consolidated financial statements prior to the
acquisition, is recognised as goodwill.
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2008 ANNUAL REPORT
b) Currency conversion
The consolidated financial statements as at 31 December have been drawn up
in euros, i.e. the Group’s operational currency.
• Recording foreign currency transactions
in the financial statements of consolidated
companies
Foreign-currency transactions recognised in the income statement are
converted by applying the exchange rate prevailing on the date of the
transaction. Monetary items recognised in the balance sheet and not subject
to hedging are converted by applying the exchange rate prevailing on the
balance sheet date. Any resulting foreign exchange differences are recorded in
the income statement.
Currency differences relating to monetary items forming an integral part of
the net investment in foreign subsidiaries are posted to translation
adjustments.
• Translation of financial statements of foreign
subsidiaries
The balance sheets of foreign companies with non-euro operational
currencies are translated into euros at the exchange rate prevailing on the
balance sheet date and their income statements are translated at the average
rate for the financial year. Any resulting conversion adjustment is recognised
in shareholders’ equity as “Translation adjustments”.
In the event of disposal of an entity, translation adjustments are recorded as
income for the financial year.
Goodwill is tracked in the currency of the relevant subsidiary.
None of the Group’s significant subsidiaries are located in a high-inflation
country.
c) Business combinations
Upon consolidation, the assets, liabilities and identifiable and contingent
liabilities of the acquired entity that meet the criteria for recognition under
IFRS are recognised at the fair value computed as at the date of acquisition,
with the exception of fixed assets classified as assets held for sale, which are
recognised at fair value net of selling costs.
Only identifiable liabilities in the acquired entity that meet the criteria for
recognition as a liability are recognised in a business combination.
Accordingly, a restructuring liability is not recognised as a liability of the
acquired entity unless such entity is, as at the date of the acquisition, under
an obligation to perform such restructuring.
Goodwill is computed as the difference between the sum of the assets,
liabilities and identifiable contingent liabilities of the acquired entity assessed
separately at their fair value and the cost of acquisition of the securities in the
relevant company.
Adjustments to the values of assets and liabilities pertaining to acquisitions
recognised provisionally (due to ongoing valuations or additional analyses)
are recognised as retrospective goodwill adjustments where they occur within
twelve months from the date of acquisition.
After such period, the impact is recorded directly in income unless it stems
from the correction of an error.
In the event of acquisitions of additional interests in a subsidiary, the
difference between the price paid and the book value of the minority interests
acquired, as recorded in the Group’s consolidated financial statements prior
to the acquisition, is recognised as goodwill. The Group continues to apply
the method recommended by French accounting standards.
The current provisions of IAS 27 and IAS 32 have led the Group to record
commitments to purchase minority interests as borrowings. The Group has
elected to record as goodwill the difference between the discounted fair value
of the exercise price of the options and the value of minority interests
cancelled in equity.
This goodwill is restated each year to reflect the variation in the exercise price
of the options and changes to minority interests. This treatment, which is the
applicable treatment in the event of current exercise of the options, best
reflects the substance of the transaction.
d) Goodwill impairments
Goodwill is valued at cost - such cost being the excess of the investment in
consolidated companies over the Group share of the net fair value of assets,
liabilities and identifiable and contingent liabilities.
Negative differences between the acquisition cost and the acquiring entity’s
interest in the net fair value of assets, liabilities and identifiable contingent
liabilities (negative goodwill) are recorded directly as income for the year after
verification of the amount thereof.
The excess of acquisition cost over the acquiring entity’s interest in the net fair
value of assets, liabilities and identifiable contingent liabilities (positive
goodwill) is recorded directly as income for the year after verification of the
amount thereof.
Goodwill is subject to impairment tests at least once per annum, or more
frequently where events or changes in circumstances indicate impairment of
the relevant CGU. Any impairment recorded is irreversible.
Goodwill for companies accounted for under the equity method is recorded
as “Investments in associated companies”.
Acquisitions of additional interests and put options on minority interests in
controlled companies are treated as transactions within shareholders’ equity.
Positive or negative differences between the cost of acquisition of the
securities (including purchase expenses) and the book value of the minority
interests acquired are posted to shareholders’ equity. With regard to put
options, the relevant minority interests are stated at current value and
reclassified under balance sheet liabilities.
e) Intangible fixed assets
• Customer relations
Customer relations identified during the Christian Salvesen acquisition,
pursuant to IFRS 3 and IAS 38, are valued based on the margin generated on
forecast revenues and the return on capital employed, over a period estimated
in relation to actual customer attrition rates.
Such assets are amortised over 11 to 19 years under the straight line method.
Specific customer contracts with unlimited terms are not amortised but are
subject to impairment tests at least once a year or more often if events or
changing circumstances point to impairment.
Newly acquired companies are consolidated as from the effective takeover
date.
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2008 ANNUAL REPORT
• Software
Intangible assets primarily consist of software subject to straight line
depreciation over 12 to 60 months.
Internally developed software is recorded on the balance sheet when the
following two conditions are met:
- the entity is likely to collect the corresponding future economic benefits; and
- its cost or value can be assessed with adequate reliability.
The conditions laid down in IAS 38 in respect of capitalisation of development
costs must be complied with (including in particular the technical feasibility of
the project, as well as the intention to complete the software, and the availability
of sufficient funds).
Two types of costs are applied in respect of internally developed software:
- external costs (licences, use of specialist consultants, etc.); and
- direct costs of employees involved in the project design, set-up and delivery
phases.
The total cost thus recorded is matched with the recoverable value of the
software.
This analysis may lead to impairment.
f) Tangible fixed assets
• Transport equipment
Transport equipment is initially recorded at cost. Each year, the Group
reviews market conditions and the buy-back terms agreed with its suppliers.
These terms depend on the year of purchase and type of vehicle (tractor,
semi-trailer and truck tractor).
Based on the said criteria, the Group projects the estimated useful life of the
vehicles on a straight line basis and a depreciation period is thus obtained.
Thus, vehicles are currently depreciated on a straight line basis over a period
of 80 to 150 months.
Residual values of other fixed assets are reviewed each year. Impairment tests
are carried out in accordance with the procedure set forth hereinbelow in
section h (Impairment tests).
• Other tangible fixed assets
Investments in tangible fixed assets are initially recorded at purchase cost.
Depreciation is calculated on a straight line basis over the estimated useful life
of the various categories of fixed assets.
The main expected useful lives of assets are the following:
- Buildings: straight line over a period of 15 to 30 years,
- Building fixtures and fittings: straight line over 10 years,
- Plant, machinery and equipment: straight line over 5 years,
- Other tangible fixed assets: straight line over 5 to 10 years.
In light of the nature of the fixed assets held by the Group, no major
components were identified.
Residual values of fixed assets are reviewed annually. Impairment tests are carried
out where benchmarks are available (market value in the case of real estate).
Subsequent expenditure is capitalised provided it meets the asset recognition
criteria defined under IAS 16 and in particular where it is likely that future
economic benefits will accrue to the firm. These criteria are assessed prior to
the expense being incurred.
A tangible fixed asset is eliminated from the accounts upon disposal or where
no future economic benefit is expected from the use or disposal thereof. Any
gain or loss arising as a result of the disposal of an asset (computed with
reference to the difference between the net sales proceeds and the book value
of the asset) is recorded in the income statement for the year in which the
asset disposal occurs.
g) Lease contracts
The Group records its finance lease contracts as assets in its balance sheet as
of the effective date of the lease.
The amount recorded in the balance sheet is the lesser of the fair value of the
asset and the present value of the minimum lease payments.
Finance leases substantially transfer virtually all risks and benefits of
ownership to the lessee, and comply with the main indications referred to in
IAS 17, which are as follows:
- an option to transfer ownership upon expiry of the lease, the terms and
conditions of such option being such that, as at the date of execution of the
contract, there appears to be a high probability of transfer of ownership;
- the term of the lease spans most of the useful life of the asset under the
lessee’s conditions of use; and
- the present value of minimum lease payments is comparable to the fair
value of the leased asset upon execution of the lease.
Finance lease payments are broken down into interest and reduction of the
outstanding liability, so as to obtain a constant periodic interest rate on the
remaining balance of the liability. The interest costs are directly recorded in
the income statement.
Contracts characterised as operating leases are not subject to restatement.
Operating leases are recorded as expenditure, in most cases on a straight line
basis until expiry of the contract.
Fixed assets purchased under finance leases are recorded as assets in the
balance sheet and depreciated over the same periods as those described
hereinabove where the Group expects to obtain title to the asset upon expiry
of the lease. Otherwise, the asset is depreciated over the shorter of the useful
life of the asset and the term of the lease.
The Group must occasionally carry out sale and leaseback transactions in
respect of certain assets.
In accordance with IAS 17, the accounting treatment of these transactions
depends inter alia on the following:
- Subsequent classification of the lease entered into (operating lease or
finance lease),
- Terms of sale of the asset previously held (arm’s length selling price).
h) Impairment tests
Pursuant to IAS 36 - Asset Impairment, the Group values long-term assets
under the following procedure:
- for depreciated intangible and tangible fixed assets, the Group considers
whether there are any indications of impairment on fixed assets. Such
indications are identified based on external or internal criteria. If applicable,
an impairment test is carried out by comparing the net book value with the
recoverable value being the higher of the following two values: sales price
less selling costs or value in use,
- for non amortised intangible assets and goodwill, an impairment test on
each CGU is carried out at least once a year or when an indication of
impairment has been identified. Goodwill impairment for individual
companies is attributed to the CGU of the business to which they belong.
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2008 ANNUAL REPORT
The value in use is based on the discounted present value of future estimated
cash flows arising from the use of the assets. The future estimated cash flows
are based on the 5-year business plan prepared and approved by
management plus a terminal value based on usual discounted cash flows
applying a growth rate to infinity. The discount rate used corresponds to the
company’s weighted average cost of capital.
Impairment of investments in associated companies:
- Impairment tests on the value of investments in associated companies are
carried out once there is an indication of impairment. The main indications
of impairment include a material adverse change on the associated company’s
markets or a prolonged reduction in said company’s listed share price.
- Impairment tests are carried out in accordance with IAS 28 and IAS 36, by
comparing between the book value of the investment in the associated
company and the Group’s share of the present value of estimated future cash
flows forecast by the associated company.
- If the recoverable value is lower than the book value, the loss in value is
deducted from the investment in the related associated company.
i) Inventories
Inventories are stated at cost using the average weighted cost method. An
impairment provision is recognised where the cost exceeds the market value.
j) Trade receivables
Trade receivables are valued at face value. They are written down by way of an
impairment provision based on risk of non-recovery, assessed on a case-by-case
basis. Impaired receivables are recognised as a loss when they are deemed to be
irrecoverable.
k) Provisions
Provisions are recorded where (i) the Group is subject to a current obligation
(whether legal or constructive) arising from a past event, (ii) it is likely that
an outflow of resources constituting economic benefits will be required to
settle the obligation and (iii) the amount thereof can be reliably assessed.
Provisions are discounted if the impact thereof is deemed to be significant.
The effect of such discounting is recognised as income where applicable.
The own insurance provisions for occurrences of risk are valued with
reference to the claims notified as at the balance sheet date of the financial
statements and to claims incurred but not notified.
Provisions for restructuring are recognised in accordance with IAS 37 as
follows:
- provided there is a detailed formal plan, identifying at least:
• the relevant business or part of business;
• the location;
• the position and approximate number of the employees who are to be
compensated;
• expenditures to be incurred;
• the date of implementation of the plan; and
- whether the enterprise has raised in those affected a valid expectation, that
it will implement in connection with the restructuring.
Contingent liabilities relate to potential obligations arising from past events,
the existence of which is contingent on the occurrence of uncertain future
events that lie beyond the control of the entity, and to current obligations in
respect of which an outflow of resources is not likely. With the exception of
those arising from business combinations, they are not recognised but are
disclosed in the notes.
l) Employee benefits
• Post-employment benefits
There are various Group retirement benefit plans for certain employees.
Retirement plans, related payments and other employee benefits classified as
defined-benefit plans (plans whereby the Group undertakes to guarantee a
certain amount or level of defined benefits), are recognised on the balance
sheet based on an actuarial valuation of the commitments on the balance
sheet date, reduced by the fair value of the related assets.
This valuation is carried out by independent actuaries applying a method that
takes into account forecast salaries (known as the projected unit credit
method) on a case-by-case basis, relying on assumptions as to life expectancy,
employee revenues, wage variations, reassessment of annuities and revision
of amounts payable. The assumptions peculiar to each regime take into
account local economic and demographic data.
Payments made for plans classified as defined-contribution plans, that is,
where the Group is not subject to any obligation other than payment of the
contribution, are recognised as expenditure for the financial year.
Defined-benefit retirement and related commitments assumed by Norbert
Dentressangle Group companies are as follows:
- termination benefit plans (indemnités de fin de carrière) for all French
companies in accordance with collective bargaining agreements in force
(road transport, automobile services, knowledge-based economic sectors
and cleaning companies);
- end-of-service benefits (trattamento di fine rapporto) for Italian companies;
- retirement plans for certain UK companies.
Pursuant to IAS 19, actuarial gains and losses based on experience
adjustments and/or changes to actuarial assumptions are amortised as future
expenditure for each company over the average probable remaining period of
service of the relevant employees, after applying a 10% corridor of the higher
of the value of commitments and value of the plan assets.
The past service cost is recognised as expenditure on a straight line basis over
the average time remaining until the corresponding employee rights become
vested. Where benefit entitlements are already vested upon adoption or
change in the retirement plan, the past service cost is immediately recognised
as expenditure.
• Other long-term benefits
Other long-term benefits mainly relate to bonus plans for long-service
awards, reserved for French companies forming part of the Logistics Division.
Commitments to pay long-service bonuses to serving employees are
recognised as provisions.
Expenses incurred in respect of Individual Training Rights (Droit Individuel à
la Formation) are recorded as expenditure for the financial year and do not
entail any provision, except where such expenses can be deemed to
constitute remuneration for past service and where the obligation assumed
vis-à-vis the employee is likely or firm.
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The notes (Note III bb.) include information on the number of hours vested
as at the balance sheet date, as well as the number of hours having been
requested by employees.
Additional ‘ANI’ training commitments not included in post employment or
other long term benefits provisions are not accrued but are treated as offbalance
sheet commitments. Disclosure of the commitment is given in Note
III bb.
m) Loans and borrowing costs
Upon initial recognition, bond loans and other debt are recorded at fair value,
against which transaction costs directly attributable to the issue of the liability
are set off.
The fair value generally corresponds to the cash collected.
After initial recognition, loans are recorded on the basis of cost less
repayments by applying the effective interest method.
Loan issue premiums and costs as well as bond redemption premiums are
taken into account when computing amortised cost by applying the effective
interest method, and are therefore recorded as income on a discounted basis
over the term of the liability.
Loan interest is recorded as expenditure for the financial year.
n) Share-based payments
Certain Group employees and company officers hold warrants, share warrants
and stock options.
These instruments are valued as at the allotment date by applying the Black &
Scholes model, which is a valuation model that computes fair value as at the
allotment date and which takes into account various parameters such as share
price, exercise price, expected volatility, forecast dividends, risk-free interest
rate and the term of the option.
The cost thus computed is recorded as expenditure for the financial year
during which the rights are vested, with an offsetting entry in a separate
balance sheet account.
No expenses are recognised for instruments that are not ultimately acquired,
except for those the acquisition of which is contingent on market conditions.
These are deemed to be acquired, whether or not market conditions are
fulfilled, where the other performance criteria are fulfilled.
If the terms and conditions of any equity-based remuneration are amended,
an expenditure is recorded for at least the amount that would have been
recognised in the absence of such amendment.
Deferred taxes are computed on all timing differences that arise between the
tax base and book value of assets and liabilities recorded in the consolidated
balance sheet and on tax losses carried forward.
Deferred tax assets, net of liabilities, are only recorded insofar as there is a
reasonable likelihood of realisation or recovery.
Deferred tax assets are recognised for tax losses carried forward in accordance
with the criteria defined in IAS 12, that is, where:
- the entity has sufficient taxable timing differences vis-à-vis the same
taxation authority and taxable entity, giving rise to taxable amounts against
which unused tax losses or credits can be set off before expiry thereof;
- it is likely that the entity will generate taxable income prior to expiry of the
unused tax losses or credits;
- unused tax losses derive from identifiable causes which are unlikely to
recur; and
- tax planning opportunities are available to the entity that will generate
taxable income within the period in which the unused tax losses or credits
can be utilised.
The deferred tax asset is not recognised if it is unlikely that taxable income
will be available against which the unused tax losses or credits can be set off.
p) Derivative financial instruments
The Group has elected to apply IASs 21, 32 and 39 as from 1 January 2005.
Pursuant to each standard, where derivatives are designated as hedging
instruments, the treatment thereof depends on whether they are designated
as a:
- fair-value hedge;
- cash flow hedge; or
- hedge of a net investment in a foreign entity.
All derivative financial instruments are stated at fair value. Fair value is either
the market value, for instruments listed on a stock market, or a value
provided by financial institutions using traditional criteria (over-the-counter
market).
All effective hedges in accordance with criteria specified under IAS 32 are
accounted for as hedges.
• Foreign-exchange hedges
The hedges’ underlyings are the operating assets and liabilities recorded in
the balance sheets of Group companies.
The Group takes out fair value hedges, cash flow hedges and net investment
hedges abroad. The effective portion of the hedges is posted to a separate
account within shareholders’ equity (translation adjustments) until the
hedged transaction is executed, and reversed to income if the hedged
transaction is also posted to income.
An expense is also recorded to take into account the impact of changes that
increase the aggregate fair value of the share-based payment agreement or that
entail any other staff benefits. This is valued as at the date of the change.
In accordance with the transitional provisions of the standard, only option
plans subsequent to 7 November 2002 have been recognised in accordance
with the aforementioned principle and valued.
o) Deferred taxes
Deferred tax assets and liabilities are assessed at the tax rate expected to be
applied for the year during which the asset is to be realised or the liability
settled, with reference to the tax rates and regulations enacted or substantially
enacted as at the balance sheet date.
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2008 ANNUAL REPORT
• Interest rate hedges
Derivative financial instruments mostly consist of interest-rate swap
contracts.
As the special purpose vehicles’ liabilities are assumed at variable rates and
rent instalments invoiced by these entities are index-linked to a variable rate,
the Group has implemented hedging instruments to limit its exposure to
interest-rate risk.
Derivatives characterised as cash flow hedges are recognised on the balance
sheet as current financial assets or borrowings, with an offset in shareholders’
equity.
q) Other financial assets
Financial assets are classified into four categories depending on the nature
thereof and the reasons for holding them:
- assets held to maturity;
- financial assets at fair value through profit and loss;
- assets held for sale; and
- loans and receivables (non customer).
Financial assets are initially recognised at cost, corresponding to the fair value
of the price paid plus purchase costs.
Other financial assets mostly consist of deposits and guarantees paid to
lessors of premises where the Group conducts its activities.
r) Non-current assets held for sale and discontinued
operations
When assets are held for sale under IFRS 5 principles, that is, where the book
value thereof is recovered mainly by means of a sale transaction rather than
continuing use, the Group values these assets at the lesser of the book value
and fair value less costs to sell and ceases to amortise or depreciate same.
Assets held for sale are presented separately in the balance sheet and income
statement.
A discontinued operation is a component that the Group has disposed of or
that is classified as held for sale. These activities are inter alia presented in a
specific line of the income statement.
s) Treasury shares
Irrespective of the purpose for which treasury shares are held, they are
eliminated from equity in consolidation.
No gain or loss is recognised as income upon the acquisition, sale, issue or
cancellation of Group equity instruments.
t) Cash and equivalents
Cash corresponds to bank account balances (credit balances and overdrafts)
and cash in hand.
Cash equivalents are mainly UCITS, relating to highly liquid short-term
investments that can easily be converted into a known amount of cash and
that are subject to a negligible risk of a loss in value.
They are classified in the balance sheet as "Cash and equivalents" assets and
as "Bank overdrafts" liabilities.
Cash and cash equivalents presented in the cash flow statement comprise the
cash and cash equivalents as defined hereinabove.
u) Earnings per share
Net earnings per share are obtained by dividing net income for the financial
year by the number of shares outstanding at year-end, reduced by the number
of treasury shares.
Consolidated diluted net earnings per share take into account shares issued
as a result of the exercise of stock options, minus treasury shares.
v) Revenues
Revenue from ordinary activities is recognised where it is likely that future
economic benefits will accrue to the Group and this income can be assessed
reliably. Such income is assessed at the fair value of the consideration to be
received.
Income from the provision of services provided within the framework of the
logistics business is recognised as of completion of the contractually agreed
assignments.
Income from the transport business is recognised as soon as the service has
been provided.
w) EBITA
Earnings Before Interest, Taxes and Amortization: earnings before net
financial results and income tax, amortisation of goodwill, depreciation of
purchase accounting intangibles and the recognition of negative goodwill
(badwill).
x) EBIT
Earnings before Interest, Tax and earnings of companies accounted for under
the equity method.
III - NOTES TO ANNUAL FINANCIAL STATEMENTS 2008
a) Events during the year
The main events that occurred during the year 2008 were the following:
• Consolidation of Christian Salvesen Group
A highlight in 2008 was the consolidation of Christian Salvesen Group
acquired on 14 December 2007. The final allocation at 31 December 2007 of
the purchase price for this acquisition is presented under Note g of these
notes.
• Changes in consolidation
Business disposals
The Group did not dispose of any business activity during the financial year
ended 31 December 2008.
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2008 ANNUAL REPORT
Acquisition of companies
The Group did not acquire any activity during 2008.
• Acquisitions and disposals of assets
Acquisitions of equity investments
During the first quarter 2008, the Group acquired a 4.38% interest in the
equity and voting rights in Novatrans, thus increasing its shareholding to
15.30% as at 23 March 2008.
This transaction is in line with Norbert Dentressangle Group's goal to
broaden its range of services by designing combined transport solutions.
Novatrans is a French leader in the combined rail-road transport sector.
Novatrans posted 2008 revenues of € 119 million and a 2008 provisional net
loss of € 5.9 million.
In addition to 345 employees, Novatrans has a fleet of 1,300 wagons,
13 terminals in France, 1 terminal in Italy and 2 subsidiaries in Europe, and
carries the equivalent of 450,000 vehicles each year and ships more than 8
million tonnes of goods.
b) Segment information
As stated in the first part of the notes, the two Group businesses are Transport
and Logistics.
Transport activities consist of transport solutions (management of all of a
customer's transport), international groupage, domestic distribution,
outsourcing of customer fleets, contract distribution and logistics on
customer sites.
The main Logistics activities comprise inventory management, quality
control, order preparation, distribution, packing, customisation, subassembly,
co-packing, delivery to end users, information management and
real-time traceability control, as well as reverse logistics.
The Group presents detailed primary segment information in respect of its
two businesses, Transport and Logistics, since these involve different markets
and specific levels of capital intensity.
Furthermore, they are consistent with the Group’s internal organisation.
The geographic presentation offers an international view of the Group.
• Primary segment presented by activity
Information regarding each activity
■ In K€ Transport Logistics Not allocated Total
Total revenues
31/12/2006 1,008,147 599,758 1,607,905
31/12/2007 1,129,050 675,291 1,804,341
31/12/2008 1,743,503 1,363,719 3,107,222
Operating cash flow
31/12/2006 133,995 19,482 153,477
31/12/2007 85,454 49,626 135,080
31/12/2008 68,395 41,462 109,857
Operating income
31/12/2006 49,950 33,138 83,088
31/12/2007 42,895 40,056 82,952
31/12/2008 29,426 64,710 94,136
Group share of earnings of companies treated under the equity method
31/12/2006 378 66 444
31/12/2007 (186) 123 (63)
31/12/2008 (30) 167 137
Gross intangible and tangible fixed assets*
31/12/2006 560,430 165,594 726,024
31/12/2007 701,305 370,086 1,071,391
31/12/2008 711,181 353,716 1,064,896
Of which acquisitions during the year
31/12/2006 108,559 25,448 134,007
31/12/2007 144,977 24,265 169,242
31/12/2008 147,445 63,218 210,663
Negative goodwill and goodwill impairment
31/12/2006 0 0 0
31/12/2007 0 3,144 3,144
31/12/2008 0 0 0
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2008 ANNUAL REPORT
Investments in associated companies
31/12/2006 925 566 1,491
31/12/2007 6,059 593 6,652
31/12/2008 4,920 719 5,639
Other non-current assets
31/12/2006 456,884 74,875 531,759
31/12/2007 682,455 529,961 1,212,416
31/12/2008 610,808 493,679 1,104,487
Current assets
31/12/2006 451,054 223,902 674,956
31/12/2007 512,753 392,764 905,517
31/12/2008 438,473 300,521 738,995
Total Assets
31/12/2006 908,655 298,777 1,207,432
31/12/2007 1,195,663 922,724 2,118,387
31/12/2008 1,056,629 787,009 1,843,638
Assets held for sale
31/12/2006 717 717
31/12/2007 455 455
31/12/2008 157 157
Total Liabilities
31/12/2006 887,849 319,583 1,207,432
31/12/2007 1,195,663 922,724 2,118,387
31/12/2008 1,056,629 787,009 1,843,638
Staff
31/12/2006 8,721 5,887 14,608
31/12/2007 14,673 14,958 29,631
31/12/2008 14,289 14,311 28,600
Number of motor vehicles
31/12/2006 4,983 226 5,209
31/12/2007 7,197 809 8,006
31/12/2008 6,965 900 7,865
Number of m²
31/12/2006 124,814 2,642,078 2,766,892
31/12/2007 525,014 3,288,447 3,813,461
31/12/2008 558,688 4,869,809 5,428,497
* including fixed assets in the process of disposal.
The various companies derive less than 10% of their revenues from companies in the other business segment. Invoicing is at market prices.
• Secondary segment presented by geographic region
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Great Great Great
France Britain Other Total France Britain Other Total France Britain Other Total
Total revenues 1,728,967 668,099 710,156 3,107,222 1,387,907 112,518 303,916 1,804,341 1,273,417 88,934 245,554 1,607,905
Fixed assets 638,155 143,404 283,337 1,064,896 626,883 107,863 234,378 969,124 529,757 23,780 172,487 726,024
Of which acquisitions
during the year 129,513 29,052 52,098 210,663 104,954 13,577 50,711 169,242 91,389 4,588 38,030 134,007
Staff 14,497 8,747 5,356 28,600 14,501 9,098 6,032 29,631 11,080 660 2,868 14,608
Number of m² 2,340,585 1,960,503 1,127,409 5,428,497 2,186,988 616,634 1,009,839 3,813,461 1,966,240 171,584 629,068 2,766,892
Number of
motor vehicles 5,049 1,248 1,568 7,865 5,002 1,468 1,536 8,006 3,956 97 1,156 5,209
The “other” countries are Spain, Portugal, Italy, Germany, Switzerland, Poland, Romania, Czech Republic, Belgium, The Netherlands and Luxembourg.
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2008 ANNUAL REPORT
c) Operating income
• Breakdown of operating income, EBITDA, Provisions / Reversals
■ In K€ 31/12/2008 31/12/2007 31/12/2006
■ REVENUES 3,107,222 1,804,341 1,607,905
Other purchases and external costs (1,860,015) (1,095,628) (992,001)
Staff costs (1,027,030) (531,233) (455,274)
Taxes, levies and similar payments (54,347) (35,936) (47,416)
Gain/loss on asset disposals 27,096 8,901 8,308
Share of income/loss from joint ventures 0 2 (3)
Other expenses (2,323) (521) (9,936)
Other income 5,422 373 35,940
■ TOTAL EXPENDITURE BEFORE AMORTISATION/DEPRECIATION (2,911,197) (1,654,042) (1,460,382)
■ EBITDA 196,025 150,299 147,523
Amortisation and depreciation charges (126,571) (84,785) (79,694)
Depreciation/impairment reversals 0 0 0
Provision charges (14,787) (11,396) (18,957)
Provision reversals 39,469 28,834 34,216
■ TOTAL (PROVISIONS)/REVERSALS (101,889) (67,347) (64,435)
■ E.B.I.T 94,136 82,952 83,088
d) Financial profit or loss
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Interest and similar financial income 8,970 4,469 2,990
Positive exchange adjustments 124,425 12,747 4,055
Profit or loss from disposals of investments 681 5,361 3,044
Reversals of provisions on equities and financial fixed assets 61 0 3
■ TOTAL FINANCIAL INCOME 134,137 22,577 10,092
Interest and similar expenditure (40,943) (18,040) (12,551)
Exchange losses (127,319) (14,245) (4,122)
Depreciation and amortisation charges (286) 0 0
■ TOTAL FINANCIAL COSTS (168,548) (32,285) (16,673)
■ TOTAL (34,411) (9,708) (6,581)
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2008 ANNUAL REPORT
e) Corporation tax
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Net current tax charge/income (26,670) (23,029) (19,524)
Net deferred tax charge/income 9,214 (852) (7,635)
Tax on discontinued operations or held for sale
■ TOTAL (17,456) (23,881) (27,159)
Net income of consolidated group 42,406 49,300 49,792
Taxes 17,456 23,881 27,159
Earnings of associated companies (137) 63 (444)
■ CONSOLIDATED GROUP EARNINGS 59,725 73,244 76,507
Notional tax rate 34.43% 34.43% 34.43%
■ NOTIONAL TAXES 20,563 25,218 26,341
Permanent differences 113 1,457 (328)
Use of losses that were not previously posted to deferred tax (1,218) 602 677
Losses for the period not triggering deferred tax 1,117 (555) (724)
Impact of tax rate differences 3,095 (167) (443)
■ TAXES RECOGNISED 17,456 23,881 27,159
Effective Tax Rate 29.23% 32.60% 35.50%
Where there is no certainty that the tax loss of a subsidiary can be offset
against its future tax payable, no deferred tax asset is recognised.
The change in the tax rate is attributable to changes in applicable tax
regulations.
The amount of deferred taxes posted to shareholders' equity pursuant to IAS
12, amounted to € (4,342,000).
f) Earnings per share
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Consolidated net income 42,406 49,300 49,792
Income from continuing activities 42,406 49,300 49,792
Average number of shares 9,836,241 9,836,241 9,818,243
Average number of treasury shares (269,071) (250,114) (215,506)
Net earnings per share 4.43 5.14 5.19
Earnings per share from continuing activities 4.43 5.14 5.19
Net earnings per share for discontinued activities or assets being disposed of N/A N/A N/A
Warrants 115,000 115,000 115,000
Stock subscription options 0 0 0
Total average number of diluted shares 9,682,170 9,701,127 9,717,737
Net diluted earnings per share 4.38 5.08 5.12
Net diluted earnings per share from continuing activities 4.38 5.08 5.12
Diluted earnings per share for discontinued activities or assets being disposed of N/A N/A N/A
Earnings per share are computed with reference to the net income of the Group after tax. The calculation method applied is that of IAS 33.
g) Final allocation of the purchase price of Christian
Salvesen Group as at 31/12/2007
As at 31 December 2007, the final allocation of Christian Salvesen Group’s
identifiable assets and liabilities had been established on an interim basis.
This work was performed within 12 months of the acquisition date, and led
to certain accounting adjustments in the financial statements for the year
ended 31 December 2008. The balance sheet adjustments are stated below.
The income statement and cash flow statement were not restated since the
impacts were not material in view of the acquisition date of 14 December
2007.
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2008 ANNUAL REPORT
• Reconciliation between the published balance sheet and the balance sheet adjusted for additions
to goodwill in respect of Christian Salvesen
ASSETS
■ In K€ 31/12/2007 Net revaluation Provisions GW and customer Other Adjusted
Published of fixed assets for risks relations adjustments balance sheet
and charges allocation 31/12/2007
Goodwill 425,486 (5,704) 22,701 (56,354) 3,385 389,517
Intangible assets 17,099 (1,977) 0 75,336 0 90,461
Tangible assets 617,872 11,512 0 0 18,310 647,689
Interests in associated companies 6,652 0 0 0 0 6,652
Other non-current financial assets 21,412 0 0 0 0 21,412
Deferred tax assets 45,658 996 8,955 0 1,079 56,684
■ NON-CURRENT ASSETS 1,134,179 4,826 31,656 18,982 22,774 1,212,415
Inventories 17,454 0 0 0 0 17,454
Trade receivables 533,872 0 0 0 (417) 533,455
Other receivables 132,731 0 0 0 1 132,731
Other current financial assets 19,475 0 0 0 (18,307) 1,169
Cash and cash equivalents 220,708 0 0 0 (1) 220,708
Assets held for sale 455 0 0 0 0 455
■ CURRENT ASSETS 924,695 0 0 0 (18,724) 905,972
■ TOTAL ASSETS 2,058,874 4,826 31,656 18,982 4,050 2,118,388
LIABILITIES
■ In K€ 31/12/2007 Net revaluation Provisions GW and customer Other Adjusted
Published of fixed assets for risks relations adjustments balance sheet
and charges allocation 31/12/2007
Share capital 19,672 0 0 0 0 19,672
Share premium 18,469 0 0 0 0 18,469
Translation adjustments 818 0 0 (2,917) 0 (2,099)
Consolidated reserves 249,273 0 0 0 (2) 249,273
Net income for the financial year 49,300 0 0 0 0 49,300
Minority interests 0 0 0 0 0 0
■ SHAREHOLDERS’ EQUITY 337,532 0 0 (2,917) (2) 334,612
Long-term borrowings 479,873 0 0 0 0 479,873
Long-term provisions 95,278 0 30,721 0 (1) 125,998
Deferred tax liabilities 61,575 4,826 0 21,899 (4,137) 84,163
■ NON-CURRENT LIABILITIES 636,726 4,826 30,721 21,899 (4,138) 690,034
Short-term provisions 42,244 0 0 0 1,105 43,349
Trade payables 373,791 0 935 0 51,686 426,412
Short-term borrowings 200,658 0 0 0 (1) 200,658
Bank overdrafts 73,380 0 0 0 0 73,380
Current tax payable 7,969 0 0 0 968 8,937
Other debt 386,574 0 0 0 (45,568) 341,006
■ CURRENT LIABILITIES 1,084,616 0 935 0 8,190 1,093,742
■ TOTAL LIABILITIES 2,058,874 4,826 31,656 18,982 4,050 2,118,388
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2008 ANNUAL REPORT
The adjustments largely related to the following:
- Accounting for a customer relations intangible asset based on recurring sales
with several customers, amounting to € 75,336,000. Customer relations are
valued based on the margin generated on forecast revenues and the return
on capital employed, over a period estimated in relation to actual customer
attrition rates,
- Revaluation of certain fixed assets at market value including in particular
revaluation of the Logistics and Transport fixed assets at market value
amounting to € 15,039,000, and impairment of certain intangible and
tangible fixed assets (principally software) representing a negative value at
the acquisition date of € (3,528,000),
- An adjustment to provisions for risks largely comprising a € 4,091,000
adjustment for customer bad debt risks and various customer disputes of
around € 7,000,000,
- An adjustment to provisions for charges largely comprising expenditure to
rehabilitate leased sites amounting to € 15,360,000,
- Balance sheet reclassification of trade payables and other liabilities
amounting to € 50,963,000 and various fixed assets and other receivables
amounting to € 18,308,000.
These adjustments had an impact on the goodwill on the Christian Salvesen acquisition dated 14 December 2007. The goodwill on the Christian Salvesen acquisition
as at 14/12/08 breaks down as follows:
■ In K€ Net value as at Fair value Restated value
13/12/2007 adjustments as at
31/12/08
Goodwill 98,453 (98,453) 0
Intangible fixed assets 11,881 73,359 85,240
Tangible fixed assets 146,547 29,821 176,368
Deferred tax assets 22,633 11,030 33,663
Other assets 388,277 (18,724) 369,553
Translation adjustments 2,917 2,917
Financial debt (161,739) 0 (161,739)
Deferred tax liabilities (13,331) (22,588) (35,919)
Other liabilities (367,021) (50,328) (417,349)
Net assets 125,700 (72,966) 52,734
Interest acquired 100%
Net assets 52,734
Purchase price 356,695
Acquisition costs 7,432
Positive goodwill 311,393
h) Staff
■ 31/12/2008 31/12/2007 31/12/2006
Executives 1,607 1,654 876
Employees and supervisors 7,190 6,649 3,434
Drivers 10,149 11,105 6,554
Manual workers 9,654 10,223 3,744
■ TOTAL 28,600 29,631 14,608
i) Intangible fixed assets
• Change in fixed assets
■ In K€ Gross values Amortisation and Net values
depreciation
Goodwill
■ Value as at 1 January 2006 70,700 0 70,700
Acquisitions 7,295 7,295
Disposals
Translation adjustments 63 63
Change in consolidation and reclassification
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2008 ANNUAL REPORT
■ Value as at 31 December 2006 78,058 0 78,058
Acquisitions
Disposals
Translation adjustments (3,492) (3,492)
Change in consolidation and reclassification 314,951 314,951
■ Value as at 31 December 2007 389,517 0 389,517
Acquisitions 0
Disposals 0
Translation adjustments (34,069) (34,069)
Change in consolidation and reclassification 0
of which change in consolidation 0
Value as at 31 December 2008 355,449 0 355,448
Concessions, patents, licences
■ Value as at 1 January 2006 15,600 (9,016) 6,584
Additions/dep’n & amort’n 1,321 (2,207) (886)
Disposals/reversals (38) 32 (6)
Translation adjustments
Change in consolidation and reclassification 59 (132) (73)
Value as at 31 December 2006 16,942 (11,323) 5,619
Additions/dep’n & amort’n 1,602 (2,430) (828)
Disposals/reversals (157) 147 (10)
Translation adjustments (198) 11 (187)
Change in consolidation and reclassification 11,723 (1,488) 10,235
■ Value as at 31 December 2007 29,912 (15,083) 14,829
Additions/dep’n & amort’n 4,337 (7,244) (2,907)
Disposals/reversals (1,868) 1,243 (625)
Translation adjustments (1,624) 607 (1,017)
Change in consolidation and reclassification (261) (215) (476)
of which change in consolidation
■ Value as at 31 December 2008 30,496 (20,692) 9,804
Other intangible fixed assets
■ Gross value as at 1 January 2006 1,905 (1,846) 59
Additions/dep’n & amort’n 96 (1) 95
Disposals/reversals (196) 87 (109)
Translation adjustments 8 (10) (2)
Change in consolidation and reclassification 19 (16) 3
■ Value as at 31 December 2006 1,832 (1,786) 46
Additions/dep’n & amort’n 143 (16) 127
Disposals/reversals (61) 61
Translation adjustments (1,661) 65 (1,596)
Change in consolidation and reclassification 76,547 508 77,055
■ Value as at 31 December 2007 76,800 (1,168) 75,632
Additions/dep’n & amort’n 106 (4,112) (4,006)
Disposals/reversals (757) 168 (589)
Translation adjustments (9,822) 730 (9,092)
Change in consolidation and reclassification 1,008 (447) 561
of which change in consolidation
Value as at 31 December 2008 67,335 (4,829) 62,506
Value as at 31 December 2006 96,832 (13,109) 83,723
Value as at 31 December 2007 496,229 (16,251) 479,977
Value as at 31 December 2008 453,279 (25,521) 427,757
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2008 ANNUAL REPORT
There are no restrictions on the Group's use of its fixed assets.
Goodwill has an unlimited useful life.
Customer relations and customer contracts with unlimited terms amounting
in total to € 62.2 million at 31 December 2008, which were recognised for
purposes of the Christian Salvesen Group acquisition, are posted to “Other
intangible fixed assets”.
Customer relations with fixed terms amount to € 36.6 million and unlimited
terms € 25.4 million if no attrition is forecast in view of the specific nature of
the underlying commercial agreements.
Depreciated assets are written down over 11 to 19 years under the straight
line method and amounted to € 4 million in 2008.
The other intangible assets have a fixed estimated useful life.
j) Tangible fixed assets
The assets intended for disposal are the Roost Warendin site assets used for the Transport business amounting to € 157,000 at 31 December 2008.
• Change fixed assets
■ In K€ Gross values Amortisation and Net values
depreciation
Buildings
Value as at 1 January 2006 10,045 (466) 9,579
Additions/dep’n & amort’n (63) (63)
Disposals/reversals (417) 106 (311)
Translation adjustments 39 39
Assets held for sale 0
Change in consolidation and reclassification 444 444
Value as at 31 December 2006 10,111 (423) 9,688
Additions/dep’n & amort’n 4 (42) (38)
Disposals/reversals (890) 5 (885)
Translation adjustments (252) (252)
Assets held for sale 0
Change in consolidation and reclassification 30,801 (80) 30,721
Value as at 31 December 2007 39,774 (540) 39,234
Additions/dep’n & amort’n 5,947 (81) 5,866
Disposals/reversals (10,775) 10 (10,765)
Translation adjustments (2,442) (2,442)
Assets held for sale
Change in consolidation and reclassification (14) 5 (9)
of which change in consolidation
Value as at 31 December 2008 32,490 (606) 31,884
Buildings
Value as at 1 January 2006 87,993 (37,672) 50,321
Additions/dep’n & amort’n 4,948 (4,380) 568
Disposals/reversals (10,922) 3,551 (7,371)
Translation adjustments 220 (59) 161
Assets held for sale 273 273
Change in consolidation and reclassification 841 (310) 531
Value as at 31 December 2006 83,353 (38,870) 44,483
Additions/dep’n & amort’n 12,764 (5,199) 7,565
Disposals/reversals (9,883) 4,461 (5,422)
Translation adjustments (1,743) 100 (1,643)
Assets held for sale 0
Change in consolidation and reclassification 83,813 2,126 85,939
Value as at 31 December 2007 168,304 (37,382) 130,922
Additions/dep’n & amort’n 11,765 (10,867) 898
Disposals/reversals (25,624) 2,591 (23,033)
Translation adjustments (10,517) 625 (9,892)
Assets held for sale
Change in consolidation and reclassification 2,234 (150) 2,084
of which change in consolidation
■ Value as at 31 December 2008 146,162 (45,183) 100,979
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2008 ANNUAL REPORT
Equipment, plant and machinery
Value as at 1 January 2006 69,666 (44,095) 25,571
Additions/dep’n & amort’n 15,941 (11,167) 4,774
Disposals/reversals (7,590) 5,327 (2,263)
Translation adjustments 131 (84) 47
Change in consolidation and reclassification 1,683 (236) 1,447
■ Value as at 31 December 2006 79,831 (50,255) 29,576
Additions/dep’n & amort’n 11,157 (7,973) 3,184
Disposals/reversals (5,741) 4,005 (1,736)
Translation adjustments (630) 97 (533)
Change in consolidation and reclassification 35,025 9,135 44,160
■ Value as at 31 December 2007 119,642 (44,991) 74,651
Additions/dep’n & amort’n 21,706 (16,107) 5,599
Disposals/reversals (11,306) 5,779 (5,527)
Translation adjustments (9,469) 1,072 (8,397)
Change in consolidation and reclassification (5,012) 1,097 (3,915)
of which change in consolidation
■ Value as at 31 December 2008 115,561 (53,150) 62,411
Carriage equipment
■ Value as at 1 January 2006 416,543 (135,934) 280,609
Additions/dep’n & amort’n 97,294 (53,112) 44,182
Disposals/reversals (69,057) 38,574 (30,483)
Translation adjustments 1,798 (930) 868
Change in consolidation and reclassification 11,579 (8,751) 2,828
■ Value as at 31 December 2006 458,157 (160,152) 298,004
Additions/dep’n & amort’n 117,877 (58,639) 59,238
Disposals/reversals (76,730) 46,631 (30,099)
Translation adjustments 1,187 (263) 924
Change in consolidation and reclassification 18,803 2,829 21,632
■ Value as at 31 December 2007 519,294 (169,595) 349,699
Additions/dep’n & amort’n 138,158 (69,653) 68,505
Disposals/reversals (104,549) 56,810 (47,739)
Translation adjustments (14,127) 4,330 (9,797)
Change in consolidation and reclassification 8,830 355 9,185
of which change in consolidation
■ Value as at 31 December 2008 547,606 (177,753) 369,853
Other tangible fixed assets
■ Value as at 1 January 2006 60,211 (37,508) 22,704
Additions/dep’n & amort’n 11,687 (9,301) 2,386
Disposals/reversals (3,473) 2,710 (763)
Translation adjustments 32 (13) 19
Change in consolidation and reclassification 1,507 (813) 694
■ Value as at 31 December 2006 69,964 (44,925) 25,040
Additions/dep’n & amort’n 13,654 (13,617) 37
Disposals/reversals (4,927) 4,316 (611)
Translation adjustments (118) 45 (73)
Change in consolidation and reclassification 25,143 (10,252) 14,891
■ Value as at 31 December 2007 103,716 (64,433) 39,283
Additions/dep’n & amort’n 21,593 (18,397) 3,196
Disposals/reversals (8,709) 5,282 (3,427)
Translation adjustments (2,003) 601 (1,402)
Change in consolidation and reclassification 5,862 (825) 5,037
of which change in consolidation
■ Value as at 31 December 2008 120,459 (77,772) 42,687
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2008 ANNUAL REPORT
Advances and down payments
■ Value as at 1 January 2006 2,286 0 2,286
Additions/dep’n & amort’n 1,694 1,694
Disposals/reversals (1,906) (1,906)
Translation adjustments
Change in consolidation and reclassification
■ Value as at 31 December 2006 2,074 0 2,074
Additions/dep’n & amort’n 12,041 12,041
Disposals/reversals
Translation adjustments (554) (554)
Change in consolidation and reclassification 339 339
■ Value as at 31 December 2007 13,900 0 13,900
Additions/dep’n & amort’n 7,051 7,051
Disposals/reversals (1,798) (1,798)
Translation adjustments (226) (226)
Change in consolidation and reclassification (14,160) (14,160)
■ Value as at 31 December 2008 4,767 0 4,767
Value as at 31 December 2006 703,490 (294,626) 408,864
Value as at 31 December 2007 964,630 (316,942) 647,689
Value as at 31 December 2008 967,045 (354,464) 612,581
• Capitalised and leased assets
Gross values
Amortisation and impairment
■ In K€ 31/12/2008 31/12/2007 31/12/2006 31/12/2008 31/12/2007 31/12/2006
restated
Land and improvements 7,419 11,328 8,179
Buildings 34,469 56,971 24,676 (6,782) (7,255) (7,894)
Equipment, plant and machinery 1,416 5,414 2,754 (890) (3,395) (2,201)
Transport equipment 4,659 7,449 17,466 (2,274) (3,484) (9,441)
Other tangible fixed assets 42 (42)
■ TOTAL 47,963 81,162 53,118 (9,946) (14,134) (19,578)
There are no restrictions on the Group’s use of its fixed assets.
As stated in III-bb, motor vehicle manufacturers have entered into buy-back
commitments.
During 3 rd quarter 2008, three buildings in France acquired under a finance
lease and consolidated by the Group in accordance with IAS 17, were sold for
€ 40.4 million leading to a capital gain net of costs of € 10.1 million. This
transaction on an arms length basis was with companies owned directly or
indirectly by the Group’s majority shareholder. The transaction was followed
by an operating lease on an arms length basis between Norbert Dentressangle
Group and the affiliates concerned.
k) Goodwill and fixed asset impairment tests
The main assumptions applied for valuation of the impairments tests are as follows:
■ Range of discount rates 2008 United Kingdom Benelux France Spain Italy CEEC*
Risk-free rate** 4.2% 4.3% 4.1% 4.8% 4.7% 5.2%
Market premium 5.0% 5.0% 5.0% 5.0% 5.0% 5.0%
Beta*** 1.26 1.25 1.25 1.26 1.24 1.30
Country risk premium 0.0% 0.3% 0.0% 0.0% 0.8% 1.4%
After-tax cost of borrowing 4.3% 4.1% 4.1% 4.7% 4.2% 5.8%
Weighted cost of capital 8.8% 9.0% 8.7% 9.4% 9.7% 11.2%
Long-term growth rate 2.5% 2.5% 2.5% 2.5% 2.5% 2.5%
* CEEC: Central and Eastern European Countries
** Average yield from 1/7/2008 to 31/12/2008 on government bonds
***Beta calculated based on a 5-year regression between the monthly fluctuation of logistics/transport companies and the applicable indices - Source: Bloomberg
105

2008 ANNUAL REPORT
■ Range of discount rates 2007 United Kingdom Benelux France Spain Italy CEEC
Risk-free rate 4.35% 4.35% 4.35% 4.35% 4.35% 4.35%
Market premium 4.91% 4.91% 4.91% 4.91% 4.91% 4.91%
Beta 1.14 1.14 1.14 1.14 1.14 1.14
Country risk premium 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
After-tax cost of borrowing 3.26% 3.26% 3.26% 3.26% 3.26% 3.26%
Weighted cost of capital 9.24% 9.24% 9.24% 9.24% 9.24% 9.24%
Long-term growth rate 1.5% 1.5% 1.5% 1.5% 1.5% 1.5%
■ Range of discount rates 2006 United Kingdom Benelux France Spain Italy CEEC
Risk-free rate 3.40% 3.40% 3.40% 3.40% 3.40% 3.40%
Market premium 4.50% 4.50% 4.50% 4.50% 4.50% 4.50%
Beta 1.16 1.16 1.16 1.16 1.16 1.16
Country risk premium 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
After-tax cost of borrowing 2.75% 2.75% 2.75% 2.75% 2.75% 2.75%
Weighted cost of capital 9.05% 9.05% 9.05% 9.05% 9.05% 9.05%
Long-term growth rate 1.5% 1.5% 1.5% 1.5% 1.5% 1.5%
All cash generating units underwent impairment tests in 2008, which did not reveal any loss in value.
■ In K€ Goodwill from Goodwill from Total
Transport
Logistics
Net value of goodwill as at 01-01-06 25,812 44,888 70,700
Variation in goodwill for 2006 109 7,186 7,295
Impairment for 2006 0
Foreign-exchange differences 63 63
Net value as at 31-12-06 25,984 52,074 78,058
Variation in goodwill for 2007 126,977 187,974 314,951
Impairment for 2007 0
Foreign-exchange differences 58 (3,550) (3,492)
Net value as at 31-12-07 153,019 236,498 389,517
Variation in goodwill for 2008 0
Impairment for 2008 0
Foreign-exchange differences (831) (33,238) (34,069)
Net value as at 31-12-08 152,188 203,260 355,448
■ In K€
France Logistics 41,694
UK Logistics 111,184
Italy Logistics 8,316
CEEC Logistics 1,660
Spain Logistics 27,079
Benelux Logistics 13,327
UK transport 2,184
France Transport 7,006
CEEC Transport 105
France Transport & Distribution 91,044
Spain Transport & Distribution 51,849
2008 goodwill breakdown per CGU 355,448
A 0.5% reduction in the long term growth rate (i.e. 2% rather than 2.5%)
would not lead to any impairment charge.
A 0.5% increase in the weighted average cost of capital would not lead to any
impairment charge.
Changes in calculation assumptions in the 5-year plan show that, in order to
cover the assets valued for each individual factor and for all cash generating
units:
• a reduction in revenues must not exceed 5% in relation to the assumptions applied,
• a reduction in margin must not exceed 5% in relation to the assumptions
applied.
106

2008 ANNUAL REPORT
l) Investments in associated companies
■ In K€ Investment Shareholders’ equity Revenue Net income
CSND
31/12/2008 446 879 6,108 188
31/12/2007 362 711 6,507 92
31/12/2006 328 645 7,591 149
Centrale des Franchisés
31/12/2008 31 69 14,168 (73)
31/12/2007 99 198 17,902 107
31/12/2006 71 141 16,881 97
NDB Logistica Romania
31/12/2008 52 104 5,143 (346)
31/12/2007 235 469 4,241 (460)
31/12/2006 477 1,662 3,333 506
Salto
31/12/2008 49 142 7,756 32
31/12/2007 38 111 8,981 49
31/12/2006 21 62 9,998 (15)
LGL
31/12/2008 719 1,468 8,121 342
31/12/2007 593 1,210 6,517 252
31/12/2006 566 1,157 6,211 134
TigerFuel
31/12/2008 15 37 0
31/12/2007 15 37 (3)
31/12/2006
Interbulk
31/12/2008 (1) 4,292 65,038 314,083 1,043
31/12/2007 5,278 79,969 152,479 (1,153)
31/12/2006
MNS
31/12/2008 35 83 106 4
31/12/2007 33 79 181 12
31/12/2006 28 67 169 16
(1) Interbulk’s total assets amounted to € 252.7 million as at 31/12/2008.
As at 31 December 2008, the stock market value of the investment in
Interbulk was less than 93% of the book value in the Norbert Dentressangle
Group financial statements. As a result and in line with the approach
described under the accounting principles and methods an impairment test
was carried out.
Given that Interbulk is a strategic investment and pursuant to IAS 36, the
recoverable value was based on the higher of the stock market value
representing fair value and the value in use. The value in use was estimated
by discounting future cash flows based on a 5 year business plan. A 9.5%
after-tax discount rate and a 1.8% growth rate to infinity were applied to
calculate the value in use.
In 2008, the tests carried out did not lead to any impairment of the
investment in Interbulk.
A 0.5% increase in the discount rate or a 0.5% decrease in the growth rate to
infinity would have no impact on the book value of the investment in
Interbulk.
m) Other financial assets
• Other non-current financial assets
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Loans 2,147 1,431 1,665
Deposits and guarantees 24,154 19,157 17,606
TOTAL 26,301 20,588 19,271
Shareholdings in non-consolidated companies 2,396 824 67
TOTAL 28,698 21,412 19,338
107

2008 ANNUAL REPORT
Loans, deposits and guarantees as at 31-12-08 are broken down by maturity date in the following table:
■ In K€ 31/12/2008 Less than 1 year Maturity dates More than 5 years
Total
1 to 5 years
Loans 2,147 2 1,242 903
Deposits and guarantees 24,154 1,729 16,414 6,011
TOTAL 26,301 1,731 17,656 6,914
The loans are interest-bearing loans. Deposits and guarantees do not bear interest.
• Other current financial assets
■ In K€ 31/12/2008 31/12/2007 31/12/2006
restated
Financial instruments 0 247 1,425
Operating financial assets 0 922
TOTAL 0 1,169 1,425
Operating financial assets bear interest based on the Euribor rate.
n) Inventories
As at 31 December 2008, inventories amounted to € 15,122,000 (€ 17,454,000
and € 7,390,000 at 31 December 2007 and 31 December 2006 respectively).
They mainly consist of diesel fuel (€ 3,490,000 as at 31 December 2008,
€ 5,599,000 as at 31 December 2007 and € 1,595,000 as at 31 December 2006),
spare parts and supplies intended for the maintenance of vehicles and trailers
(€ 3,602,000 as at 31 December 2008, € 3,532,000 as at 31 December 2007 and
€ 2,521,000 as at 31 December 2006) as well as miscellaneous supplies
(packaging film for pallets, computer lists, etc.) (€ 8,030,000 as at 31 December
2008, € 1,310,000 as at 31 December 2007 and € 898,000 as at 31 December
2006).
o) Trade and other receivables
■ In K€ 31/12/2008 31/12/2007 31/12/2006
restated
Trade receivables 493,775 538,232 334,960
Impairment provisions (8,842) (4,777) (4,856)
Trade receivables 484,933 533,455 330,104
Tax and social security receivables 103,416 66,371 49,050
Advances and down payments 1,798 24,427 6,035
Pre-paid expenses 24,415 8,540 6,250
Other miscellaneous receivables 22,542 33,393 18,996
Other receivables 152,171 132,731 80,331
Tax receivables mainly consist of deductible VAT and advance tax payments.
As at 31 December 2008, the provision against trade receivables amounted to € 3,153,000. Customer receivable bad debt provisions are broken down as follows:
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Opening (4,777) (4,857) (5,342)
Provisions for the financial year (3,153) (1,635) (1,625)
Reversals used 2,588 389 311
Unused reversals 2 1,417 1,395
Change in consolidation and reclassification (3,593) (88) 418
Translation adjustments 91 (3) (14)
Closing (8,842) (4,777) (4,857)
108

2008 ANNUAL REPORT
Customer receivable maturities were as follows:
■ In K€ Total Not matured Overdue by Overdue by
and not impaired 0 to 90 days over 90 days
31/12/2008 493,775 341,224 140,209 12,342
Receivables with a maturity date exceeding 90 days do not bear interest.
p) Cash and cash equivalents
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Short-term investments 4,538 83,125 178,422
Cash 82,230 137,583 77,284
Cash and cash equivalents 86,769 220,708 255,706
Banks accounts (credit balances) (49,008) (73,380) (58,609)
Net cash position 37,761 147,328 197,097
Short-term investments consist of units in mutual fund-type money market open-ended investment companies at their daily net asset value. No restrictions apply to the
Group’s use of its cash.
q) Issued share capital and reserves
■ Year Nature of transaction Number Change in share capital Share capital following transaction
of shares Nominal Share Amount Number of
value (€) premium(€) in euros shares
As at 1 January 2005 19,533,412 9,766,706
June 2005 Exercise of warrants 10,000 2 204,100 20,000 9,776,706
August 2005 Exercise of warrants 75,000 2 1,530,750 150,000 9,851,706
October 2005 Exercise of warrants 10,000 2 204,100 20,000 9,861,706
Exercise of stock options 42,600 2 558,486 85,200 9,904,306
November 2005 Exercise of stock options 9,300 2 121,923 18,600 9,913,606
December 2005 Exercise of stock options 9,700 2 127,167 19,400 9,923,306
As at 31 December 2005 19,846,612 9,923,306
January 2006 Exercise of stock options 21,600 2 283,176 43,200 9,944,906
Cancellation of shares (160,913) 2 (4,557,628) (321,826) 9,783,993
February 2006 Exercise of warrants 10,000 2 204,100 20,000 9,793,993
Exercise of stock options 3,500 2 45,885 7,000 9,797,493
March 2006 Exercise of stock options 1,500 2 19,665 3,000 9,798,993
April 2006 Exercise of stock options 8,000 2 104,880 16,000 9,806,993
May 2006 Exercise of stock options 4,600 2 60,306 9,200 9,811,593
June 2006 Exercise of stock options 4,000 2 52,440 8,000 9,815,593
September 2006 Exercise of stock options 6,600 2 86,526 13,200 9,822,193
October 2006 Exercise of stock options 13,500 2 224,105 27,000 9,835,693
As at 31 December 2006 19,671,386 9,835,693
June 2007 Capital increase following Stockalliance merger 548 2 36,475 1,096 9,836,241
As at 31 December 2007 19,672,482 9,836,241
As at 31 December 2008 19,672,482 9,836,241
109

2008 ANNUAL REPORT
There was no change in share capital during 2008.
The share capital consists of shares having a nominal value of € 2 each.
Each share carries one vote. However, a double vote - carrying twice the weight
of that of other shares in proportion to the fraction of share capital represented
- is allocated to:
a) all fully paid-up shares in registered form and recorded in the name of the
same shareholder for at least four years; and
b) registered bonus shares allocated to a shareholder in the event of a capital
increase by way of capitalisation of reserves, income or share premiums,
through existing shares held that carry such entitlement.
This double voting right shall ipso jure be forfeited in the case of any share
converted into bearer form - if the shares were listed on an official stock market
- or transfer of ownership. However, the above period shall not be accelerated
and the double voting right shall be preserved in case of transfer by inheritance,
liquidation of joint matrimonial estate, inter vivos donations in favour of a
spouse or relative being a statutory heir.
In addition to voting rights, each share carries an entitlement to the company's
assets, profits or liquidation surplus in proportion to the number and value of
existing shares.
In order for all shares to be allocated the same net amount without any
distinction and be listed as the same investment, and unless prohibited by law,
the Company shall bear the amount of any proportional tax that may be levied
on certain shares only, including in connection with winding-up of the
Company or a capital reduction; however the Company shall not bear this tax
burden where the tax applies to all shares of a given class on the same terms,
where there are various classes of shares carrying different entitlements.
Where ownership of a specific number of shares is required in order to exercise
a right, the shareholders that do not meet this requirement shall be solely
responsible for consolidating shares to that end.
c) notwithstanding any statutory disclosure requirements, any shareholder
acting alone or jointly with others and holding at least 2% of the Company's
share capital or a multiple of this percentage, up to 50%, must notify the
Company by registered letter with advice of receipt whenever any of these
thresholds are exceeded within five trading days of the occurrence thereof.
The penalty incurred for non-compliance with this obligation may be the
deprivation of voting rights for the shares exceeding the undeclared fraction at
any shareholders’ General Meeting held within two years from the date on
which the requisite notice is duly served.
This penalty may not be enforced otherwise than at the request, as recorded in
the minutes of the Shareholders’ General Meeting, of one or more shareholders
holding at least 5% of the share capital or voting rights in the Company.
Shareholders are also required to notify the Company in accordance with the
above provisions in the event that their shareholding in the company falls
below any of these thresholds, within five days of the occurrence thereof.
These provisions were adopted by the Combined Ordinary and Extraordinary
Shareholders’ General Meeting of 23 December 1998 and amended by the
Meetings of 29 May 2002, 25 May 2004, 24 May 2005 and 23 May 2006.
■ In € 2007 2006 2005 2004 2003 2002 2001
Net dividend 1.10 1.00 0.89 0.84 0.70 0.64 0.60
Tax credits 0.35 0.32 0.30
■ Total income 1.10 1.00 0.89 0.84 1.05 0.96 0.90
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Treasury shares (12,646) (11,259) (11,259)
Undistributed reserves 339,205 307,307 267,593
Translation adjustments (37,717) (2,102) 760
Cost of payments in stock options 2,768 2,316 1,461
Fair value of cash flow hedge (13,886) 597 932
Other (4,984) (388) (374)
■ Total Consolidated Reserves 272,740 296,471 259,113
110

2008 ANNUAL REPORT
r) Borrowings
■ In K€
Maturity dates
31/12/2006 31/12/2007 31/12/2008 Less than 1 year 1 to 5 years More than 5 years
CURRENT
Short-term borrowings 113,015 192,066 114,654 114,654
Finance leases 5,193 7,577 2,281 2,281
Other miscellaneous financial liabilities 928 292 15,128 15,128
Employee profit-sharing 1,033 724 875 875
■ TOTAL CURRENT 120,169 200,659 132,938 132,938
NON-CURRENT
Long-term borrowings 170,579 438,674 437,589 426,088 11,501
Finance leases 23,233 30,690 12,351 10,970 1,381
Other miscellaneous financial liabilities 1,027 5,180 1,146 1,146
Employee profit-sharing 3,558 5,329 6,959 6,959
■ TOTAL NON-CURRENT 198,397 479,873 458,045 445,163 12,882
■ TOTAL 318,566 680,532 590,983 132,938 445,163 12,882
■ Currency Interest rates In K€
Loan EUR Euribor 1 month 120,184
Loan EUR Euribor 3 months 335,040
Loan EUR Fixed rate 43,006
Loan GBP Libor month 45,631
Loan GBP Libor 6 months 5,770
Loan GBP UK BBR 5,030
Finance leases EUR Euribor 1 month 671
Finance leases EUR Euribor 3 months 6,558
Finance leases EUR Fixed rate 6,529
Finance leases GBP Fixed rate 887
Other debt EUR Fixed rate 8,805
Other debt GBP Fixed rate 12,872
■ POSITION BEFORE HEDGES 590,983
OF WHICH Fixed rate 72,099
OF WHICH Variable rate 518,884
Hedges EUR 94,222
EUR 175,000
GBP 20,997
■ POSITION AFTER HEDGES 228,664
As at 31 December 2008, 88% of loans granted by financial institutions based on
variable interest rates and 12% on fixed rates (94% and 6% respectfully in 2007
and 92% and 8% respectively in 2006).
All loans are denominated in euros, with the exception of one GBP 53,751,000
loan, representing € 56,431,000 (€ 74,983,000 in 2007 and € 5,015,000 in
2006).
At 31 December 2008 interest rate hedges meant that 61% of the Group’s total
debt were based on fixed rates.
At 31 December 2008 revaluation of total interest rate hedges had a negative
€ 9,702,000 impact on Group net assets compared to a negative € 335,000 at
31 December 2007 and a positive € 675,000 at 31 December 2006.
• Bank overdrafts
The loan taken out for the Christian Salvesen acquisition is subject to banking
terms and conditions, including compulsory compliance with bank covenants.
The loan agreement includes a requirement for the Group to comply with three
financial ratios calculated every six months based on the published consolidated
financial statements in accordance with contractual definitions on a rolling
12 month basis.
As at 31 December 2008, the Group complied with these three ratios.
The Gearing Ratio as defined in the acquisition loan agreement stood at 1.76. As
at 31 December 2008 this ratio had to be under 2.40.
The Net Interest Cover ratio as defined in the acquisition loan agreement stood
at 3.20. At 31 December 2008 this ratio had to exceed 2.50.
The Leverage ratio as defined in the acquisition loan agreement stood at 2.82. As
at 31 December 2008 this ratio had to be under 3.50.
In view of the Group’s continued operations in the future and in particular for
2009, the Group considers it will continue to comply with the three ratios in
2009 within the limits specified in the loan agreement.
111

2008 ANNUAL REPORT
s) Provisions
■ In K€ Occurrences Employee and Employee Other Total
of risk tax disputes benefits provisions
Value as at 1 January 2007 7,810 3,688 8,921 42,601 63,020
Provisions 4,191 1,360 866 5,512 11,929
Reversals used (2,239) (2,819) (560) (8,318) (13,936)
Non-allocated reversals (1,070) (219) 0 (11,348) (12,637)
Changes in consolidation 73 536 65,562 57,540 123,711
Other variations (2,666) 1,000 (1,172) 97 (2,741)
Value as at 31 December 2007 6,099 3,546 73,617 86,084 169,346
Provisions 4,162 2,391 1,373 9,935 17,861
Reversals used (3,614) (1,415) (828) (16,254) (22,111)
Non-allocated reversals (1,600) (689) (8,482) (10,058) (20,829)
Changes in consolidation
Other variationss (27) (328) (10,938) (10,814) (22,105)
Value as at 31 December 2008 5,020 3,505 54,742 58,895 122,162
For the year ended 31 December 2008, employee benefits include € 42,198,000
in respect of Christian Salvesen employees.
Furthermore, other provisions include provisions of € 20,006,000 in 2007 and
€ 13,626,000 in 2008, recorded following the acquisition of part of the French
activities of TNT Group. The net value of TNT provision reductions in 2008
amounted to € 6,380,000 including € 1,685,000 of unused provision reversals.
The balance of the other provisions amounting to € 58,895,000 breaks down as
follows:
- € 13.6 million relating to sites currently not operated taken over as part of the
TNT acquisition,
- € 14.4 million relating to provisions to rehabilitate sites held under operating
leases,
- € 8.5 million relating to provisions for various disputes.
t) Deferred taxes
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Deferred tax assets 29,811 56,684 18,345
Deferred tax liabilities (60,155) (84,163) (37,065)
■ Net deferred taxes (30,344) (27,479) (18,720)
Deferred taxes recognised in the balance sheet are follows:
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Deferred Deferred Deferred Deferred Deferred Deferred
tax tax Total tax tax Total tax tax Total
assets liabilities assets liabilities assets liabilities
Intangible fixed assets 147 (28,697) (28,550) 527 (29,658) (29,131)
Intangible fixed assets
and finance leases 10,208 (32,818) (22,610) 1,300 (57,463) (56,163) 1,812 (37,918) (36,106)
Provisions and employee benefits 24,476 (125) 24,351 50,150 (533) 49,617 17,415 (1,845) 15,570
Other items 18,726 (22,260) (3,534) 11,497 (3,299) 8,198 3,109 (1,294) 1,815
Total 53,557 (83,901) (30,344) 63,474 (90,953) (27,479) 22,336 (41,057) (18,721)
Impact of compensation (23,746) 23,746 (6,790) 6,790 0 (3,992) 3,992 0
Taxes recognised 29,811 (60,155) (30,344) 56,684 (84,163) (27,479) 18,344 (37,065) (18,721)
112

2008 ANNUAL REPORT
The change in deferred taxes breaks down as follows:
■ In K€ Intangible fixed Intangible fixed Provisions
assets assets and and employee Other items Total
finance leases benefits
Deferred taxes as at 1 January 2006 (34,646) 23,196 711 (10,739)
Items recorded under income (704) (8,451) 1,520 (7,635)
Exchange differences 0
Items recorded under shareholders’ equity
and change in consolidation (756) 825 (416) (347)
Deferred taxes as at 31/12/06 0 (36,106) 15,570 1,815 (18,721)
Items recorded under income (1,155) 971 (668) (852)
Exchange differences 481 507 (765) (194) 29
Items recorded under shareholders’ equity
and change in consolidation (29,612) (19,409) 33,841 7,245 (7,935)
Deferred taxes as at 31/12/2007 (29,131) (56,163) 49,617 8,198 (27,479)
Items recorded under income 581 33,553 (19,730) (5,190) 9,214
Exchange differences (2,126) (1,892) (4,018)
Items recorded under shareholders’ equity
and change in consolidation (3,410) (4,650) (8,060)
Deferred taxes as at 31/12/2008 (28,550) (22,610) 24,351 (3,534) (30,343)
Deferred tax liabilities principally arise from capitalising customer relations
under intangible fixed assets and from revaluing real estate sites accounted for
as part of the Christian Salvesen Group acquisition, and from the difference
between the depreciation period for vehicles adopted in the local statutory
accounts and the period used in the consolidated financial statements.
u) Trade and other payables
Deferred tax assets arise from provisions for risks and charges, staff benefit
liabilities and foreign exchange differences.
Tax losses carried forward, on which no deferred tax assets were booked,
amounted to € 3,911,000 in respect of 2008.
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Trade payables 396,394 426,412 238,979
Trade payables 396,394 426,412 238,979
Other tax and social security payables 246,500 236,326 170,755
Other current payables 29,789 104,680 18,301
Other debt 276,289 341,006 189,056
Other borrowings 13,886 0 0
v) Information relating to related parties
Related parties are:
- parent companies,
- entities that exercise joint control or significant influence on the entity,
- subsidiaries,
- associates,
- joint ventures,
- members of the Executive Board and the Supervisory Board.
1. Transactions between the Group and companies directly or indirectly owned by
Group Norbert Dentressangle SA’s majority shareholder are contracted at arm's
length.
This refers to:
- rent for land and buildings leased to the Group amounting to € 20,885,000
(€ 18,909,000 in 2007 and € 21,633,000 in 2006).
- fees relating to administrative services charged by Financière Norbert
Dentressangle amounting to € 1,140,000 in respect of 2008,
- fees and costs charged by SOFADE amounting in all to € 292,000 in respect of
2008.
Furthermore, during the third quarter 2008:
- three buildings in France, acquired under a finance lease and consolidated by the
Group in accordance with IAS 17, were sold for € 40.4 million leading to a
capital gain net of costs of € 10.1 million. This transaction on an arm’s length
basis was contracted with companies owned directly or indirectly by the Group’s
majority shareholder. The transaction was followed by an operating lease on an
arms length basis between Norbert Dentressangle Group and the affiliates
concerned,
- a purchase option for a building in Holland was sold for € 9.5 million leading to
a capital gain net of costs of € 9.5 million. This transaction was contracted with
a company owned directly or indirectly by the Group’s majority shareholder.
The transaction was followed by an operating lease on an arms length basis
between Norbert Dentressangle Group and the related company concerned.
113

2008 ANNUAL REPORT
In July 2005, Mr Norbert Dentressangle transferred to Financière Norbert
Dentressangle the “Norbert Dentressangle” trademark and the “ND” logo
registered in his name and that he formerly licensed to that company free of
charge.
As before, Financière Norbert Dentressangle authorised Norbert Dentressangle
Group as well as its subsidiaries and sub-subsidiaries as defined by Article L233-1
of the French Commercial Code and companies within which the Group
exercises significant influence as defined by Article L233-16-4 of the French
Commercial Code to use this trademark and this logo free of charge and to license
use of the trademark to certain independent carriers having entered into a
franchising agreement with the Group.
To that end, on 13 July 2005, those two companies entered into a trademark
licensing agreement free of charge, for a renewable term of three years. As of
13 July 2008, this agreement shall be converted into an indefinite-term contract
entitling each party to terminate same subject to twelve months' prior notice.
The licence is granted free of charge. However, in return for the licensed right of
use, Groupe Norbert Dentressangle repays the costs of renewals of trademark
registrations and the expenses incurred for the preservation of the trademarks.
Early termination of the trademark licensing agreement may apply, subject to
three months' prior notice, including in case of breach of the contractual
provisions or where the Licensee is subject to receivership or judicial liquidation
proceedings; the same shall apply where the Grantor ceases to control Norbert
Dentressangle Group as defined by Article L.233-3 of the French Commercial
Code, subject to 18 months’ prior notice.
2. Amounts pertaining to businesses on which Norbert Dentressangle Group exercises significant influence and accounted for under the equity method.
Freight revenues Revenues from Holding company costs Other expenses
other activities and similar expenditure
CSND 1,021 9
LGL 457
NDB Logistica romania
SALTO 59 1,867
Centrale des Franchisés 14,168 19 1,478
Tiger Fuel 1
Interbulk
MNS 4 103
Balance sheet amounts as at 31 December 2008 were not material in relation to the size of the Group.
3. Gross remuneration awarded to managerial bodies
■ In K€ 31/12/2008 31/12/2007 31/12/2006
■ Nature of expense
Short-term staff benefits 2,451 1,938 1,763
Post-employment benefits
Other long-term benefits
Termination benefits 1,070
Staff benefits in respect of stock options
and share warrants 240 519 236
Directors fees 138 57 51
Given the change to the date of paying salaries (31 st of the month instead of the 1 st of the following month), effective from 1 January 2008, the remunerations of
the members of the Executive Board indicated in this report exceptionally cover the period from 1 December 2007 to 31 December 2008.
4. Remuneration awarded to officers and directors in the form of shares
31/12/2008 31/12/2007 31/12/2006
Subscriptions during the financial period
Stock subscription options
Stock options
Warrants 175,000 115,000
Exercised during the year
Stock subscription options
Stock options
Warrants 40,000 * 10,000
Held at year end
Stock subscription options
Stock options
Warrants 250,000 115,000 115,000
* Cancelled by the Executive Board on 15 September 2008
114

2008 ANNUAL REPORT
w) Financial instruments and risk management
The Group's main borrowings consist of loans and bank overdrafts, finance lease
payables, trade payables and hire-purchase agreements.
The main purpose of these borrowings is to finance the Group's operational
activities. The Group holds other financial assets such as customer receivables,
cash and short-term deposits that are directly generated by its activities.
The Group also takes out interest rate swap derivatives.
• Derivatives
As the debt of the special purpose entity financing structures is agreed at the
floating three-month Euribor rate, the Group has implemented hedging
instruments to limit its exposure to interest-rate risk. The hedges were
maintained as at 31 December 2008.
The hedging portfolio exclusively consists of interest rate swaps (exchanging a
variable three-month Euribor rate for a fixed rate) pertaining to a total nominal
value of € 175,000,000 (€ 95,000,000 as at 31 December 2007 and
€ 140,000,000 as at 31 December 2006). These contracts mature over periods
1 to 5 years. There are no embedded derivatives.
As the acquisition debt is agreed at a floating three-month Euribor rate, the Group
has contracted hedging instruments to limit its exposure to interest-rate risk. The
hedges were implemented in 2008.
The hedging portfolio exclusively consists of interest rate swaps (exchanging a
variable three-month Euribor rate for a fixed rate) pertaining to a total nominal
value of € 106,000,000 and £ 22,500. These contracts mature over periods 2 to
4 years. There are no embedded derivatives.
Any income or expense arising from the difference between the rates granted and
received is recorded as income for the financial year. The income thus recorded
for 2008 amounted to € 2,325,000 (a gain of € 1,129,000 in 2007 and a loss of
€ 86,000 in 2006).
In accordance with IAS 39, the fair value of the hedging instrument is recognised
as a balance sheet asset and entails, in respect of the amount thereof net of tax, a
€ 9,702,000 reduction to shareholders’ equity (net of deferred taxes) as at
31 December 2008 (a € 335,000 reduction as at 31 December 2007 and a
€ 675,000 increase as at 31 December 2006).
■ In K€ Theoretical europ Fair value on balance sheet Posted to
amount at bal. sheet Opening Closing Earnings Shareholders
date Assets Liabilities Assets Liabilities equity*
Int. rate swaps
Year ended 31 December 2006 140,000 257 932 675
Year ended 31 December 2007 95,000 932 597 (335)
Year ended 31 December 2008 304,622 597 9,105 (9,702)
*After tax
The Group does not contract derivatives for speculation purposes.
• Risk management
The main risks attached to the Group's financial instruments are interest rate
risk on cash flows, liquidity risk, currency risk and counterparty risk.
Currency risk
The total amount of assets denominated in currencies other than the Group's
currency (i.e. GBP, RON, CSK, PLN, HUF and CHF) pertaining to companies
located outside the euro zone is summarised in the following table. These
amounts do not benefit from currency hedging.
■ Currency GBP LEI CZK PLN HUF CHF Total
Assets 517,404 18,955 3,764 47,192 330 2,660 590,304
Liabilities excluding shareholders’ equity (416,031) (20,361) (3,663) (45,082) 30 (818) (485,925)
Net positions before hedging, in euros 101,373 (1,406) 101 2,109 360 1,841 104,379
Hedging 0
Net positions after hedging, in euros 101,373 (1,406) 101 2,109 360 1,841 104,379
During 2008, translation adjustments within consolidated shareholders’
equity on net assets exposed to currency risk reduced by € 35.6 million. The
impact of natural hedges accounted for under shareholders’ equity (net
investment hedges abroad and cash flow hedges) in accordance with IAS
21 - 32 was + € 23.6 million.
The Group’s largest exposure is GBP. A 10% increase in the GBP would lead
to an increase in net assets converted into euros of around € 11 million. A
10% fall in the GBP would lead to a reduction in net assets converted into
euros of around € 10 million. A 10% increase in the GBP would lead to an
increase in net income converted into euros of around € 1 million. A 10%
fall in the GBP would lead to a reduction in net income converted into euros
of around € 0.9 million.
Credit risk
In light of the quality and diversity of the customer portfolio, Norbert
Dentressangle Group is not significantly exposed to credit risk.
Interest rate risk
Interest rate risk is centrally managed for all Group positions.
Borrowings are concentrated within certain Group companies: Groupe
Norbert Dentressangle S.A, ND Location and ND Logistics. All contracts are
negotiated by the Group's Treasury department and approved by the Group
Finance Director.
115

2008 ANNUAL REPORT
Sensitivity of earnings and shareholders’ equity to changes in fair value of interest rate derivatives:
■ In K€ Change in base points Impact on pre-tax earnings
2008 +100/(100) (3,160)/ 3,160
2007 +100/(100) (6,366)/ 6,366
2006 +100/(100) (2,865)/ 2,865
■ In K€ Change in base points Effect on shareholders’ equity
31/12/2008 +100/(100) (6,764)/ 6,726
As at 31 December 2008, 88 % of loans granted by financial institutions were
subject to variable interest rates and 12 % to fixed rates.
The maturity of borrowings (€ 590,985,000 as at 31 December 2008) is set
forth in paragraph r). Trade payables (€ 373,792,000) and Other liabilities
(€ 386,574,000) are mostly due on a short-term basis (within one year).
Accounts receivable (€ 533,872,000 for trade receivables and € 132,731,000
for other receivables) mature within less than one year.
Liquidity risk
Group financing mainly consists of a medium-term repayable loan
subscribed for the acquisition of Christian Salvesen, other medium-term
repayable loans, finance leases and similar leasing agreements for the
financing of intangible fixed assets. As at 31 December 2008, the Group also
had a € 125 million confirmed and undrawn revolving credit facility that falls
due in more than one year, € 12 million of confirmed overdraft facilities,
€ 45 million of unconfirmed overdraft facilities, and € 38 million of available
cash.
Cash flows from borrowings based on non-discounted contractual payments are as follows:
■ In K€ Book value Less than 1 year 1 to 5 years More than 5 years
Fixed rate Variable Repayment Fixed rate Variable Repayment Fixed rate Variable Repayment
interest interest interest interest interest interest
expense expense expense expense expense expense
Borrowings
Bank overdrafts 49,006 49,006
Finance lease liabilities 14,632 218 269 2,281 138 428 10,970 15 115 1,381
Borrowings 552,243 1,991 16,038 114,654 3,259 24,702 426,088 332 11,501
Other borrowings 24,110 1,061 16,005 2,278 8,105
Risk on UCITS investments
In view of the breakdown of its portfolio of investments in transferable
securities, the Group is not exposed to price risks.
• Equity management
The Group's main objective in terms of management of its equity is to ensure
the preservation of a satisfactory credit risk rating and healthy equity ratios,
so as to facilitate its business and maximise value for shareholders.
The Group manages its equity by applying a ratio being net debt divided by
shareholders’ equity plus net debt.
For the purposes of the Group’s computations, net debt includes interestbearing
borrowings, cash and cash equivalents, excluding discontinued
operations.
Shareholders’ equity includes the Group's shareholding, as well as unrealised
income and losses directly recorded as shareholders’ equity.
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Interest-bearing debt maturing after more than one year 458,045 479,873 198,397
Interest-bearing debt maturing within one year 132,938 200,658 120,169
Overdrafts 49,008 73,380 58,609
Cash and cash equivalents (86,769) (220,708) (255,706)
Net debt 553,222 533,203 121,469
Group interest in shareholders’ equity 310,949 337,532 297,217
Ratio 1.8 1.6 0.4
116

2008 ANNUAL REPORT
• Financial instruments
The fair value of an agreement is the arm's length consideration. On the date
of the transaction, it generally represents the transaction price. Computation
of fair value is then based on verifiable market data that provide the most
reliable assessment of the fair value of a financial instrument.
For swaps, the fair value of the derivative is determined on the basis of
discounted contractual cash flows.
The fair value of borrowings is computed by discounting the contractual cash
flows at market interest rates.
The fair value of trade payables and receivables is the book value in the
balance sheet, as the impact of discounted future cash flows is not material.
The comparison between book value and fair value of the Group's financial instruments is as follows:
■ In K€ Book value Fair value
2008 2007 2006 2008 2007 2006
Borrowings
Bank overdrafts 49,006 73,380 58,609 49,006 73,380 58,609
Financial debt 552,243 630,740 283,594 510,877 625,969 283,420
Finance lease liabilities 14,632 38,267 28,426 14,551 37,576 30,866
Other borrowings 24,110 11,525 6,546 21,715 11,400 6,541
Total 639,991 753,912 377,125 596,149 748,325 379,437
■ In K€ Book Fair value Fair value Assets held Loans and Debt at Derivatives
value through through for sale receivables amortised
P& L equity cost
31 december 2006
Non-current financial assets 19,337 67 19,270
Trade receivables 330,104 330,104
Other receivables 80,331 80,331
Current financial assets 1,425 1,425
Cash and cash equivalents 255,706 255,706
Total financial assets 686,903 255,706 0 67 429,705 0 1,425
Financial debt 318,566 318,566
Overdrafts 58,609 58,609
Trade payables 238,980 238,980
Total borrowings 616,155 0 0 0 238,980 377,175 0
31 december 2007
Non-current financial assets 21,412 824 20,588
Trade receivables 533,455 533,455
Other receivables 132,731 132,731
Current financial assets 1,169 247 922
Cash and cash equivalents 220,708 220,708
Total financial assets 909,475 220,708 0 824 687,021 0 922
Financial debt 680,531 680,531
Overdrafts 73,380 73,380
Trade payables 426,412 426,412
Total borrowings 1,180,323 0 0 0 426,412 753,911 0
31 december 2008
Non-current financial assets 28,698 2,353 26,345
Trade receivables 484,933 484,933
Other receivables 152,171 152,171
Current financial assets
Cash and cash equivalents 86,769 86,769
Total financial assets 752,571 86,769 0 2,353 663,449
Financial debt 590,983 590,983
Overdrafts 49,008 49,008
Trade payables 396,394 396,394
Other current borrowings 13,886 13,886
Total borrowings 1,050,271 396,394 639,991 13,886
117

2008 ANNUAL REPORT
x) Employee benefits
• Retirement benefits
The main actuarial assumptions applied for the valuation of retirement benefits are set forth hereinbelow:
■ % 31/12/2008 31/12/2007 31/12/2006
France Italy UK France Italy UK France Italy UK
Discount rate 5.25 5.25 6.40 5.50 5.50 5.85 4.50 4.50
Rate of return on assets 4.50 7.08 4.50 7.37 4.50
Salary growth rate
- Transport 3 3 2.7 3 3 3.1 3 3
- Logistics 3 3 2.7 3 3 3.1 3 3
Mobility rates
- Transport 17.1 8.0 17.1 8.8 17.20 9.4
- Logistics 10.6 7.8 10.8 7.5 10.50 7.4
Life expectancy tables INSEE 80 SIM/ INSEE 80 SIM/ INSEE 80 SIM/
TD/TV SIF92 TD/TV SIF92 TD/TV SIF92
2004-2006 2003-2005 2002-2004
In the case of France, retirement ages take into account the measures implemented to extend active working lives under the Fillon Act of 21 August 2003 (Loi
Fillon), as well as the option for drivers to retire at the age of 55.
Plan assets consist of the following:
■ In % 31/12/2008 31/12/2007 31/12/2006
Equities 75.8 77.8
Bonds 11.1 9.9
Government bonds 11.1 9.9
Other 2.1 2.4 100
118

2008 ANNUAL REPORT
Plan assets are mainly held in a UK-based fund intended for ex-Christian Salvesen group employees based in the United Kingdom.
■ In K€ 31/12/2008 31/12/2007 31/12/2006
France UK Total France UK Total France and
and other and other other
countries countries countries
Net opening provision 9,672 63,945 73,617 8,540 8,540 6,858
Expenditure for the financial year 1,508 879 2,387 866 866 1,395
Consolidation 119 65,111 65,230 463
Use during the financial year (853) (853) (560) (560) (736)
Other movements 2,252 (9,266) (7,014) 707 707 559
Translation adjustments (35) (13,360) (13,395) (1,166) (1,166)
Net closing provision 12,544 42,198 54,742 9,672 63,945 73,617 8,540
The “Other Transactions” mainly refers to reclassification of the Logistics Division benefits recorded earlier in other provisions and the contribution
paid to a pension fund in the UK.
Cost of services provided
during the year 963 6,529 7,492 789 789 1,074
Discounting cost 557 21,218 21,775 391 391 297
Impairment of plan variations (5,148) (5,148) 2 2 2
Impairment of actuarial losses and income (8) (8) (194) (194) 3,022
Expected return on plan assets (4) (21,720) (21,724) (9)
Expenditure for the year 1,508 879 2,387 989 989 1,395
Discounted value of opening
commitments 9,982 397,900 407,882 9,162 9,162 7,632
Cost of services provided during the year 963 6,529 7,492 789 789 1,074
Discounting cost 557 21,218 21,775 391 391 297
Impairment of plan variations 2 2 2
Impairment of actuarial losses and income (194) (194) 30
Impact of business combinations 34 407,713 407,746 463
Benefits paid (918) (16,321) (17,239) (582) (582) (763)
New pensioners 97 97
Other movements 806 806 559
Reductions and terminations (89) (89) (105) (105)
Change in plan and assumptions 269 (5,148) (4,879)
Translation adjustments (35) (84,064) (84,099) (9,813) (9,813)
Change in actuarial losses and income 111 (55,744) (55,633) (321) (321) (133)
Reclassification of Other Provisions 2,188 3,766 5,954
Discounted value of closing commitments 13,126 268,136 281,262 9,982 397,900 407,882 9,162
Discounted value of opening plan assets 184 334,356 334,540 203 203 222
Emloyer contributions 13,057 13,057
Benefits paid by the funds (24) (16,321) (16,345) (25) (25) 27
Impact of business combinations 342,602 342,602
Actual return on plan assets 6 (61,394) (61,388) 6 6 8
Translation adjustments (66,338) (66,338) (8,246) (8,246)
Discounted value of closing plan assets 166 203,360 203,526 184 334,356 334,540 203
Net value of liability 12,960 64,776 76,504 9,798 63,544 73,342 8,959
Unrecognised actuarial adjustments (398) (22,578) (21,744) (92) (92) (399)
Unrecognised past service costs (18) (35) (34) (34) (20)
Net value of recognised liability 12,544 42,198 54,742 9,672 63,544 73,216 8,540
119

2008 ANNUAL REPORT
For the financial year ended 31 December 2008, actuarial income and losses
relating to the impact of seniority amount to € 111,000.
A 0.15% reduction in the discount rate would increase the liability by € 7.9 million.
The amount to be paid by the Group under defined-benefit retirement plans
represents benefits paid to employees, the Group's contributions to funds,
subject to deduction of benefits directly paid by the said funds. The estimated
amount thereof for FY 2009 is € 9.4 million.
Long-service bonuses amounted to € 163,000 for year ended 31 December
2008.
Bonuses amounted to € 673,000 for year ended 31 December 2008.
• Share-based payment: stock option plans
Stock options
Date of allocation Numbers of Exercise price Number of Cancelled Outstanding Expiry date
options per option options options as at of options
allocated exercised 31/12/2008
29/03/04 116,500 39.64 29,543 (26,000) 59,957 30/04/11
09/09/04 3,000 39.88 1,500 (1,000) 500 11/10/11
13/12/04 8,500 39.99 (1,500) 7,000 15/01/12
21/01/06 9,500 50.81 9,500 21/02/11
16/10/06 7,500 61.81 (3,500) 4,000 17/11/11
25/07/08 250,000 56.37 (2,160) 247,840 26/07/14
395,000 31,043 (34,160) 328,797
Warrants
Date of allocation Warrants Warrants Price per Number of Cancelled Balance Expiry date
(issues) (exercised) warrant warrants of warrants
exercised
17/07/06 115,000 115,000 51.68 0 (40,000) 75,000 31/05/09
15/09/08 245,000 175,000 A: 59.52 0 0 175,000 A: 31/05/13
B: 60.64 B: 31/05/15
TOTAL 360,000 290,000 0 (40,000) 250,000
The overall cost of the plan was computed by applying the Black & Scholes
formula and the gross annual expenditure deducted therefrom.
This formula takes into account:
- The share price on the date of allocation;
- The exercise price;
- The vesting period;
- The market risk-free investment rate (the rate for risk-free zero coupon bonds
with the same maturity); and
- The share’s volatility (Group's historical volatility).
This calculation results in a charge against net assets of € 542,000 in 2006,
€ 855,000 in 2007 and € 680,000 in 2008.
120

2008 ANNUAL REPORT
• Historical overview of stock options
Share Share Share Share Share Warrants Share Warrants
purchases purchases purchases purchases purchases purchases
Date of Shareholders’ General
Meeting 29/05/02 25/05/04 25/05/04 25/05/04 25/05/04 23/05/06 30/05/07 22/05/08
Date of Shareholders’
General Meeting 29/03/04 09/09/04 13/12/04 20/01/06 16/10/06 17/07/06 25/07/08 15/09/08
Total number of shares to be
subscribed or purchased 116,500 3,000 8,500 9,500 7,500 115,000 250,000 245,000
Total number of shares to be
subscribed or purchased by:
Corporate officers 0 0 0 0 0 115,000 0 175,000
The ten highest employee
allottees* 32,000 3,000 8,500 9,500 7,500 0 65,400 0
Commencement date of exercise
period of warrants or options 30/03/08 11/09/08 15/12/08 21/01/10 17/10/10 01/06/08 26/07/12 A: 01/06/11
B: 01/06/13
Expiry date 30/04/11 11/10/11 15/01/12 21/02/11 17/11/11 31/05/09 26/07/14 A: 31/05/13
B: 31/05/15
Subscription or purchase price € 39.64 € 39.88 € 39.99 € 50.81 € 61.81 € 51.68 € 56.37 A: € 59.52
B: € 60.64
Warrants or options cancelled
in 2008** 3,000 40,000 2,160
Warrants or options cancelled
as at 31/12/2008 ** 26,000 1,000 1,500 3,500 40,000 2,160
Warrants or options exercised
as at 31/12/2008 29,543 1,500
Warrants or options outstanding
as 31/12/2008 59,957 500 7,000 9,500 4,000 75,000 247,840 175,000
* The ten biggest beneficiaries or more if the same quantity has been allocated to several of them.
** Following beneficiaries leaving the company.
• Other benefits
Neither Group employees nor management are entitled to any other benefits.
There are no supplementary defined-benefit salary-based pensions for officers
and directors.
y) Change in consolidation
• Changes in 2006
Acquisitions of companies
On 19 July 2006, Norbert Dentressangle Group acquired the entire share
capital of Romanian company Transcondor, based in Arad.
This company’s main business is the tansport of packed products and goods
at controlled temperature between Romania and the European Union.
The Group purchased Transcondor’s entire share capital.
Transcondor’s earnings have been consolidated under the full consolidation
method since 1 August 2006.
Since consolidation, Transcondor has contributed the following to the Group:
a € 536,000 charge to net income, € 2,528,000 increase to revenues and
€ 3,733,000 increase to the aggregate fair value of net assets. The company's
revenues for 2006 is assessed at € 10 million.
There is no goodwill.
On 20 September 2006, Norbert Dentressangle Group acquired the entire
share capital of the Spanish companies CCH and GPL, based in Madrid and
the Canary islands.
The core business activities of these companies are “high tech” product
logistics and reverse logistics.
The Group purchased the entire share capital of these companies.
The earnings of these companies have been consolidated under the full
consolidation method since 20 September 2006.
Since consolidation, these companies have contributed the following to the
Group: € 387,000 to net income, € 5,652,000 to revenues, and
€ 10,952,000 to its aggregate fair value of assets. The company's revenues for
2006 is assessed at € 20 million.
Goodwill amounted to € 7,186,000.
Company disposals
The Group sold Les Routiers Français in March 2006 generating a capital gain
of € 553,000.
Restructuring
In order to achieve economies of scale and rationalise its Transport activities,
ND Inter Pulvé acquired Intersilos on 1 April, with retroactive effect from
1 January. Both companies are wholly owned and are fully consolidated by
the Group.
121

2008 ANNUAL REPORT
Omega III's name was changed to THT and holds 2 logistics contracts newly
won with the Carrefour/Logidis Group.
- All of LMDI’s assets and liabilities were transferred to Logibal on 20 October
2006,
- All of LTU’s assets and liabilities were transferred to ND Logistics on
4 October 2006.
All restructured companies are wholly owned and are (or were in the case of
absorbed companies) fully consolidated.
• Changes in 2007
Acquisitions of companies
On 23 March 2007, Norbert Dentressangle Group acquired 80% of
Romanian logistics company Northern Distribution and Logistics via
Glashota, a Cypriot-based holding company (including a 20% purchase
commitment).
Goodwill amounts to € 1,851,000.
Cash acquired amounted to € 200,000.
On 28 February 2007, Norbert Dentressangle Group acquired Beiersdorf
Logistics France, which subsequently became ND BL.
Negative goodwill amounted to € 3,144,000 and was recognised as income
under “Goodwill impairment and negative goodwill”.
Cash acquired amounted to € 3,740,000.
Norbert Dentressangle Group subscribed for the capital increase of Interbulk
Investments plc. Following the transaction on 10 April 2007, Norbert
Dentressangle Group held 6.6% of the share capital of the company listed on
the AIM market in London.
No goodwill was recorded. The difference between the net assets acquired
(Group share of net assets as at 30 March 2007 plus capital increase of
10 April 2007) and the price paid (€ 5,902,000) as at the date of purchase is
not material.
- Salvesen Logistics International BV sold its shares in Norbert Dentressangle
Gerposa to ND Iberica,
- Salvesen Logistics Ltd sold its shares in Christian Salvesen Ireland Ltd and
Christian Salvesen Belgium NV to ND Logistics SAS.
- ND Logistics Nederland BV merged with Christian Salvesen Nederland BV,
- Transcondor absorbed SC Norbert Dentressangle,
- TND Nord merged with ND Eastern Europe,
- Finances Transport and Participations absorbed Darfeuille associés,
- Norbert Dentressangle Logistics Ltd was founded and took over the logistics
business of Salvesen Logistics Ltd,
- Norbert Dentressangle Maintenance UK Ltd was founded and took over the
maintenance business of Salvesen Logistics Ltd,
- Norbert Dentressangle Transport Services Ltd and took over the distribution
services business of Salvesen Logistics Ltd.
z) Special purpose entities
Special purpose entities used by the Group are those used to finance its
French vehicle fleet.
These entities, referred to as “Locad” entities, are economic interest groupings
(EIGs) and are majority owned by a banking pool.
They are intended to purchase a fleet of vehicles matching the Group's
requirements, finance them by means of loans from the banking pool, and
lease them solely to various French Group member companies that use them.
As at 31 December 2008, residual outstanding liabilities amounted to
€ 153.6 million (€ 150.3 million as at end 2007 and € 126.9 million as at end
2006).
On 14 December 2007, Norbert Dentressangle Group acquired Christian
Salvesen Plc.
The final allocation of the purchase price is given in Note g of these notes.
The total cost of the business combination amounted to € 359 million. It was
financed by a loan of € 209.3 million.
Cash acquired amounted to € 71,448,000.
• Changes in 2008
Acquisitions of companies
The Group did not acquire any activity during 2008.
Restructuring
With a view to achieving economies of scale and rationalising its activities, the
Group carried out several mergers and transfers of shareholdings within the
Group, all backdated to 1 January, as follows.
The companies are wholly-owned and are consolidated within the Group
under the full consolidation method. These restructuring operations therefore
do not impact the Group consolidated financial statements.
- Salvesen Logistics Ltd sold its shares in Finances Transport and
Participations, Darfeuille Associés and Christian Salvesen SA to NDT,
Finances Transport and Participations and NDT respectively,
- Salvesen Logistics Holdings Ltd sold its shares in Salvesen Logistics
International BV, Christian Salvesen Holding BV and Christian Salvesen
Nederland BV to ND Logistics Nederland BV,
122

2008 ANNUAL REPORT
aa) Scope
The balance sheet date of all companies within the consolidation is 31 December.
123
Percentage interest Percentage control Tax
2008 2007 2006 2008 2007 2006 consolidation
TRANSPORT
AJG (Great Britain) 100 100 100 100 100 100 GB
Greenfold Way commerce park Greater Manchester WN7 LEIGH
CSDN (Czech Republic) 50 50 50 50 50 50
Tr Masada Malinovského 874,686 01 UHERSKE HRADISTE
DICIVRAC Siren 690 802 079 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
HEINRICH THIER Gmbh (Germany) 100 100 100 100 100 100
Nikolaus Otto Str. 6 Postfach 630 46282 DORSTEN
INTERSILOS Siren 380078 360 0 0 100 0 0 100
Les Pierrelles 26420 BEAUSEMBLANT
OMEGA 2 Siren 479 885 725 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
MNS Siren 480 073 766 42 42 42 42 42 42
Les Pierrelles 26420 BEAUSEMBLANT
LOGIBAL Siren 425 018 975 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
MARQUISE BENNE Siren 399 099 936 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND ALIMENTAIRE Siren 377 722 814 0 0 100 0 0 100
Les Pierrelles 26420 BEAUSEMBLANT
ND BELGIUM (Belgium) 100 100 100 100 100 100
Industrie Zone de Blauwe Toren Monnikenwerve 85 8000 BRUGGE
ND CHIMIE Siren 352 621 601 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND EASTERN EUROPE Siren 410 211 916 (merged with TND Nord) 0 100 100 0 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND IBERICA ESTE (Spain) 100 100 100 100 100 100 ESP
Calle Buena Ventura Munoz 13-15 entresuelo 2A 08018 BARCELONA
ND INTER-PULVE Siren 328 802 913 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
ND ITALIA (Italy) 100 100 100 100 100 100
Sede in viar Vittor Pisani N16 20124 MILANO
ND MEDITERRANEE 0 0 100 0 0 100
(merged with ND Petronalp and ND Petronord) Siren 425 060 951
Les Pierrelles 26420 BEAUSEMBLANT
ND HYDROCARBURES (previously ND PETRONALP and merged
with ND MEDITERRANEE and ND PETRONORD) Siren 326 445 392 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND PETRONORD (merged with ND PETRONALP
and ND MEDITERRANEE) Siren 425 090 735 0 0 100 0 0 100
Les Pierrelles 26420 BEAUSEMBLANT
ND POLSKA (Poland) 100 100 100 100 100 100
UL GORNICZA 18/36 91765 LODZ
ND PORTUGAL (Portugal) 100 100 100 100 100 100
Terminal tir do Freixieiro ed Mastosinhos 4 PISO 4460 PERAFITA
ND SILO Siren 352 619 845 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND SILO BELGIUM (Belgium) 100 100 100 100 100 100
Industrie Zone de Blauwe Toren Monnikenwerve 85 8000 BRUGGE
ND SILO IBERICA (Spain) 100 100 100 100 100 100 ESP
Carretera Taraganone KM 293.3E 08730 LA RAPITA MONJOS
ND TANKERS (Great Britain) 100 100 100 100 100 100 GB
Greenfold Way commerce park Greater Manchester WN7 LEIGH
ND UK LTD (Great Britain) 100 100 100 100 100 100 GB
Greenfold Way commerce park Greater Manchester WN7 LEIGH
NDB Siren 414 642 249 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT

2008 ANNUAL REPORT
NDFI LOGISTICA Y TRANSPORTES SL (Spain) 100 100 100 100 100 100 ESP
VALENCIA
SALTO Siren 441 587 888 34 34 34 34 34 34
Zone industrielle de Seyssuel 38200 VIENNE
SAVAM Lux (Luxembourg) 100 100 100 100 100 100
1 Zone du Scheleck 3225 BETTEMBOURG
SHEDDICK (Great Britain) 100 100 100 100 100 100 GB
Greenfold Way commerce park Greater Manchester WN7 LEIGH
TFND Siren 352 210 640 100 100 100 100 100 100 F
ZA Bords des Durances 880 av. de la 1ère division blindée 84300 CAVAILLON
TND BRETAGNE Siren 380 677 369 0 0 100 0 0 100
Les Pierrelles 26420 BEAUSEMBLANT
TND ILE DE FRANCE Siren 425 090 966 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
TND NORD Siren 380 631 929 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
TND NORMANDIE BRETAGNE Siren 311 686 703 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
TND OUEST Siren 414 642 272 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
TND PACA Siren 343 189 460 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
TND SUD EST Siren 327 861 506 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
TND SUD OUEST Siren 692 720 477 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
TND VOLUME Siren 341 152 833 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
TRANSPORTS HARDY Siren 390 548 667 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
TRANSPORTS NORBERT DENTRESSANGLE Siren 332 588 995 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
UNITED SAVAM Siren 716 280 433 100 100 100 100 100 100 F
ZI Rue les Moines 02200 VILLENEUVE SAINT GERMAIN
DND (ex. VENDITELLI) Siren 429 660 822 100 100 100 100 100 100 F
42 Route de Saint Symphorien d’Ozon 69800 SAINT PRIEST
SNM VALENCIENNES Siren 484 833 827 100 100 100 100 100 100 F
ZI 1 Rue Galilée 59224 THIANT
SNN CLERMONT Siren 484 829 262 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
TRANSCONDOR (Romania) 100 100 100 100 100 100
1, Str. Dumbrava Rosie Zona Industriala vest Arad 310419 ARAD, jud Arad
BARCO Siren 379 852 742 100 100 100 100 100 100 F
55 Av. Louis Breguet 31029 TOULOUSE
LES ROUTIERS FRANÇAIS Siren 399 008 838 0 0 100 0 0 100
5-7 Voie Les Cosmonautes 94310 ORLY
CENTRALE DES FRANCHISÉS Siren 483 490 348 45 45 50 45 45 50
Les Pierrelles 26420 BEAUSEMBLANT
SC NDT (Romania) 100 100 0 100 100 0
Zona Industrial Vest, Str. I, nr 8, ARAD
TIGER FUEL Siren 498 905 470 40 40 0 40 40 0
Les Pierrelles 26420 BEAUSEMBLANT
ND GERPOSA SA A-78503406 (Spain) 100 100 0 100 100 0
Barrio San Martin s/n, CP 39011, SANTANDER
SALVESEN LOGISFASHION SL B-63555791 (Spain) 50 50 0 50 50 0
Camino de Sant Celedoni s/n, SANTA MARIA DE PALUTORDERA
CHRISTIAN SALVESEN DISTRIBUCAO LDA. PT-501855807 (Portugal) 100 100 0 100 100 0
Estrada Nacional 10, Km 127-7D, Ponta da Silveira, 2615 ALVERCA DE RIBATEJO
DARFEUILLE SERVICES SAS Siren 383 242 161 100 100 0 100 100 0
15 Av. Benoît Fourneyron, 42160 ANDREZIEUX-BOUTHEON
AICIONDO FRANCE SAS Siren 327 963 435 100 100 0 100 100 0
Rue René Cassagne, 33 310 LORMONT
INTERBULK GROUP (Great Britain) 6,6 6,6 0 6,6 6,6 0
1 Redwood Crescent, GLASCOW G74 5PA, East Kilbride
124

2008 ANNUAL REPORT
TND SLOVAKIA SRO (Slovakia) 100 0 0 100 0 0
Kapitulska 18/A - 811 01 BRATISLAVA
ND MAINTENANCE UK (Great Britain) 100 0 0 100 0 0
ND House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
ND TRANSPORT SERVICES LIMITED (Great Britain) 100 0 0 100 0 0
ND House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
LOGISTICS
AUTOLOG Siren 393 072 277 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
LGL (Switzerland) 49 49 49 49 49 49
Via Mulini 6934 BIOGGIO
MGCA Siren 425 091 014 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
LTU Siren 382 727 089 0 0 100 0 0 100 F
Lieudit Saint Paul Epagnay 74330 LA BALME DE SILLINGY
ND LOGISTICS Siren 378 992 895 100 100 100 100 100 100 F
55 Av. Louis Breguet 31029 TOULOUSE
ND LOGISTICS BV (The Netherlands) 0 0 100 0 0 100 F
(merged with ND Logistics Nederland)
Markermer 1 5347 - 0 OSS
ND LOGISTICS CZESKA (Czech Republic) 100 100 100 100 100 100
Tr. Marsala Malinovskeho 874 68601 UHERSKE HRADISTE
ND LOGISTICS HUNGARY (Hungary) 100 100 100 100 100 100
Tablas U 36-38 1097BUDAPEST
ND LOGISTICS ITALIA (Italy) 100 100 100 100 100 100
Calepio di Settala via E. Fermi N 7 20090 CALEPPIO
ND LOGISTICS NEDERLAND BV (The Netherlands) 100 100 100 100 100 100
Markermer 1 5347 - 0 OSS
ND LOGISTICS SWITZERLAND (Switzerland) 100 100 100 100 100 100
World Trade Center - c.p. 317 - 6982 AGNO
ND LOGISTICS UK (Great Britain) 100 100 100 100 100 100
Distribution Center West Moor Park Yorshire Way -
Armthorpe DN3 3FB DONCASTER
ND LOGISTICS POLSKA (Poland) 100 100 100 100 100 100
U. Niciarnina 50/52 92230 LODZ
NDB LOGISTICA ROMANIA (Romania) 50 50 50 50 50 50
Parcul Industrial DN 7 Centura ARAD
CCH (Spain) 100 100 100 100 100 100
Poligono Industrial “La Sendilla” Nave IE6 -
Km 33 de la carretera Andalucia, 28350 CIEMPOZUELOS
GPL (Spain) 0 0 100 0 0 100
(merged with CCH)
Poligono Industrial “La Sendilla” Nave IE6 -
Km 33 de la carretera Andalucia, 28350 CIEMPOZUELOS
STOCKALLIANCE Siren 558 800 033 0 0 100 0 0 100 F
(merged with GND)
55 Av. Louis Breguet 31029 TOULOUSE
UTL LOCATION Siren 434 043 766 0 0 100 0 0 100
(merged with ND Logistics)
55 Av. Louis Breguet 31029 TOULOUSE
VENDILOG Siren 453 196 370 100 100 100 100 100 100 F
ZI Nord 32 Rue Galilée 13200 ARLES
CEMGA Logistics Siren 484 833 876 100 100 100 100 100 100 F
55 Av. Louis Breguet 31029 TOULOUSE
AIXOR Logistics Siren 379 852 742 100 100 100 100 100 100 F
55 Av. Louis Breguet 31029 TOULOUSE
COPAL Logistics Siren 484 833 884 100 100 100 100 100 100 F
55 Av. Louis Breguet 31029 TOULOUSE
THT Logistics Siren 487 565 012 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
LMDI 0 0 0 0 0 0 F
55 Av. Louis Breguet 31029 TOULOUSE
NDBL Siren 448 672 980 100 100 0 100 100 0
55 Av. Louis Breguet 31029 TOULOUSE
125

2008 ANNUAL REPORT
ND&L (Romania) 100 100 0 100 100 0
Oras OTOPENI, Str. Tudor Vladimirescu nr. 2
HOLISTICA SOLUTIONS LIMITED 5622063 (Great Britain) 50 50 0 50 50 0
1 Royal Standard Place, NOTTINGHAM NG1 6FZ
CHRISTIAN SALVESEN LIMITED 341167341167 (Ireland) 100 100 0 100 100 0
3 Burlington Road, DUBLIN 4
SALVESEN LOGISTICA SA A-96569207 (Spain) 50 50 0 50 50 0
C/ Rio Guadiato, Parcela 2 (CIA), 28.906 - GETAFE, Madrid
SALVESEN LOGISTICA CANARIAS SL B-38869293 (Spain) 50 50 0 50 50 0
Ronda Jose Miguel Galvan Bello s/n, 38009 SANTA CRUZ DE TENERIFE
SALVESEN LOGISTICA ARMAZENAGEM E DISTRIBUICAO ,
UNIPESSOAL LDA. SOCIEDAD 504400363 (Portugal) 50 50 0 50 50 0
Estrada Nacional No 3, Km 5,7 Vila Nove Da Rainha, 2050 - AZAMBUJA
CHRISTIAN SALVESEN SA Siren 310 643 515 100 100 0 100 100 0
Parc Technopolis, Immeuble Alpha, 3 Av. du Canada, LES ULIS 91978, Courtaboeuf Cedex
GEL SERVICE SA Siren 349 762 856 100 100 0 100 100 0
ZI, Rue du Vertuquet, 59960 NEUVILLE EN FERRAIN
CHRISTIAN SALVESEN SERVICES SAS Siren 480 672 906 100 100 0 100 100 0
Parc Technopolis, Immeuble Alpha, 3 Av. du Canada,
LES ULIS 91978, Courtaboeuf Cedex
CHRISTIAN SALVESEN NEDERLAND BV Siren 1658964 (The Netherlands)
(merged with ND Logistics Nederland bv) 0 100 0 0 100 0
Marga Klompeweg, 10 5032 MP Tilburg, Netherlands, PO Box 4313,
5004 JH Tilburg, PO Box 4313, 5004 JH TILBURG
CHRISTIAN SALVESEN (BELGIUM) NV 407 175 (Belgium) 100 100 0 100 100 0
Z. 4 Broekooi 160, 1730 ASSE
ND DISTRIBUTION SERVICES NV
(ex CHRISTIAN SALVESEN DISTRIBUTION SERVICES) 0421.866.658 (Belgium) 100 100 0 100 100 0
Z. 4 Broekooi 160, 1730 ASSE
ND LOGISTICS UKRAINE (Ukraine) 100 0 0 100 0 0
Prospect Vyzvolyteliv 1 bur. 606 - 02 660 KIEV
ND LOGISTICS LTD UK (Great Britain) 100 0 0 100 0 0
ND House, Lodge Way, New Duston NORTHAMPTON NN5 7SL
SERVICES
GROUPE NORBERT DENTRESSANGLE Siren 309 645 539 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
AIR ND Siren 380 397 695 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
ND DEUTSCHLAND HOLDING (Germany) 100 100 100 100 100 100
Nikolaus Otto Str. 6 Postfach 630 46282 DORSTEN
ND FORMATION Siren 400 646 386 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND GESTION Siren 440 339 265 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND HOLDINGS (Great Britain) 100 100 100 100 100 100 GB
Greenfold Way commerce park Greater Manchester WN7 LEIGH
ND TRANSPORTS LTDS (Great Britain) 100 100 100 100 100 100 GB
Greenfold Way commerce park Greater Manchester WN7 LEIGH
ND IBERICA (Spain) 100 100 100 100 100 100 ESP
Calle Buena Ventura Munoz 13-15 entresuelo 2A 08018 BARCELONA
ND INFORMATIQUE Siren 403 283 591 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND LOCATION Siren 329 414 858 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
ND MAINTENANCE Siren 378 619 209 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND SERVICE Siren 323 016 766 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
NDT Siren 386 220 123 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
SONECOVI Siren 315 199 448 100 100 100 100 100 100 F
Zone Portuaire Av. De Rhône 69360 TERNAY
TEXLOG Siren 424 670 321 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
126

2008 ANNUAL REPORT
TFND Sud Est Siren 487 564 973 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
OMEGA V Siren 487 565 046 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
OMEGA VI Siren 493 339 444 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
OMEGA VII Siren 493 339 493 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
ND FRANCHISE Siren 479 885 717 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 98 Siren 417 625 860 0 0 100 0 0 100
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 99 Siren 422,184,358 0 0 100 0 0 100
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 01 Siren 433 062 619 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 02 Siren 441 333 432 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 03 Siren 445 037 948 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 04 Siren 452 071 467 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 05 Siren 452 071 467 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 06 Siren 488 777 517 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 07 Siren 494 469 539 100 100 0 100 100 0
Les Pierrelles 26420 BEAUSEMBLANT
LOCAD 08 Siren 100 0 0 100 0 0
Les Pierrelles 26420 BEAUSEMBLANT
CHRISTIAN SALVESEN PLC SC7173 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
SALVESEN LOGISTICS LIMITED 346268 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
CHRISTIAN SALVESEN (ATHERSTONE) LIMITED 337194 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
CHRISTIAN SALVESEN (COLD STORAGE) LIMITED 944001 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
CHRISTIAN SALVESEN (TRANSPORT) LIMITED SC045907 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
CHRISTIAN SALVESEN CENTRAL LIMITED SC034748 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
CHRISTIAN SALVESEN DISTRIBUTION LIMITED SC037270 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
CHRISTIAN SALVESEN FOOD SERVICES EUROPE LIMITED SC041509 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
CHRISTIAN SALVESEN FOOD SERVICES LIMITED SC122398 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
CHRISTIAN SALVESEN INDUSTRIAL SERVICES LIMITED SC020438 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
CHRISTIAN SALVESEN INVESTMENTS LIMITED 250351 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
COMPUTER & SPECIALISED DISTRIBUTION LIMITED 1696199 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
CS3 LIMITED SC131371 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
FERRYFIELD INVESTMENTS LIMITED SC131370 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
GERPOSA U.K. LIMITED 3142610 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
GREEN LOGISTICS LIMITED 1270580 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
SALVESEN LOGISTICS HOLDINGS LIMITED 2678160 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
127

2008 ANNUAL REPORT
SALVESEN PALLETS LIMITED SC045331 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
SUSTAINABLE LOGISTICS LIMITED SC053103 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
SWIFT DISTRIBUTION LIMITED 2348007 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
SWIFT LOGISTICS LIMITED 233446 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
SWIFT LOGISTICS SERVICES LIMITED 4066643 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
SWIFT SERVICES LIMITED 583697 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
TENDSFROST FROZEN FOODS LIMITED 1550916 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
THE NATURAL VEGETABLE COMPANY LIMITED 1319819 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
THE SOUTH GEORGIA COMPANY LIMITED 1260670 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
WHELMAR (WEST MIDLANDS) LIMITED SC055217 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
WHELMAR LIMITED 908920 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
WILLIAM WALKER & SONS (HAULAGE CONTRACTORS)
LIMITED SC045346 (Great Britain) 100 100 0 100 100 0 GB
16 Charlotte Square, EDINBURGH EH2 4DF, Scotland
SALVESEN (JERSEY) LIMITED 63920 (Great Britain) 0 100 0 0 100 0
22 Grenville Street, ST HELLIER, JE4 8PX, JERSEY
INVERALMOND INSURANCE LIMITED 358887 (Ireland) 100 100 0 100 100 0
4th Floor, 25-28 Adelaide Road, DUBLIN 2
INVERLEITH INSURANCE COMPANY LIMITED 054896C (Great Britain) 100 100 0 100 100 0 GB
Atlantic House, 4-8 Circular Road, DOUGLAS, Isle of Man
SALVESEN LOGISTICS LIMITED (FRENCH BRANCH) Siren 434 216 610 (Great Britain) 100 100 0 100 100 0 GB
Salvesen House, Lodge Way, New Duston, NORTHAMPTON NN5 7SL
FINANCES TRANSPORTS ET PARTICIPATIONS SAS Siren 383 857 000 100 100 0 100 100 0
15 Avenue Benoît Fourneyron, 42160 ANDRÉZIEUX-BOUTHÉON
DARFEUILLE ASSOCIÉS SA Siren 886 550 201 - (merged with FTP) 0 100 0 0 100 0
15 Avenue Benoît Fourneyron, 42160 ANDRÉZIEUX-BOUTHÉON
DARFEUILLE LOGISTICS SAS Siren 344 777 131 100 100 0 100 100 0
15 Avenue Benoît Fourneyron, 42160 ANDRÉZIEUX-BOUTHÉON
SALVESEN LOGISTICS (INTERNATIONAL) BV 16087722 (The Netherlands) 100 100 0 100 100 0
Marga Klompeweg, 10 5032 MP Tilburg, PO Box 4313, 5004 JH TILBURG
CHRISTIAN SALVESEN HOLDINGS BV 17123232 (The Netherlands) 100 100 0 100 100 0
Marga Klompeweg, 10 5032 MP Tilburg, PO Box 4313, 5004 JH TILBURG
CHRISTIAN SALVESEN Srl. N. 11814400153 (Italy) liquidated in 2008 0 100 0 0 100 0
Via San Martino 11/B, I-20122 MILANO
CS3 Inc 1099800 (US)100 100 0 100 100 0
3 Embarcadero Centre, 1800 SAN FRANCISCO, Californias
CHRISTIAN SALVESEN PACKING AND MARKETING COMPANY 1186882 (US) 100 90 0 100 90 0
3 Embarcadero Centre, 1800 SAN FRANCISCO, California
CHRISTIAN SALVESEN OIL AND GAS INC. 723570018(US) 100 100 0 100 100 0
100 West Tenth Street, WILMINGTON, Delaware
REAL ESTATE
SCI IMMOTRANS Siren 333 600 625 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
SCI LA TARNOSIENNE Siren 410 082 077 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
SCI TOURS TRANSIT Siren 349 020 354 0 0 100 0 0 100
Les Pierrelles 26420 BEAUSEMBLANT
SCI TRANSGEDO Siren 345 318 331 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
SNC BRIVE TRANSIT Siren 423 803 758 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
128

2008 ANNUAL REPORT
SNC CAVAILLON ENTREPOTS Siren 334 719 671 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
SNC PORT DE BOUC Siren 384 375 515 100 100 100 100 100 100
Les Pierrelles 26420 BEAUSEMBLANT
SCI IMOTRANS Siren 414 322 396 100 100 100 100 100 100 F
ZI du Brezet Rue Pierre Boulanger 63100 CLERMONT FERRAND
SCI LOGIS TRANS EUROPE Siren 353 565 963 100 100 100 100 100 100 F
ZI du Brezet Rue Pierre Boulanger 63100 CLERMONT FERRAND
SCI LES VOLCANS Siren 339 504 052 100 100 100 100 100 100
ZI du Brezet Rue Pierre Boulanger 63100 CLERMONT FERRAND
TRANS IMMO PICARDIE Siren 527 221 030 100 100 100 100 100 100 F
Les Pierrelles 26420 BEAUSEMBLANT
SCI SALVESEN PROPERTY Siren 429 877 251 100 100 0 100 100 0
ZI, Rue du Vertuquet, 59960 NEUVILLE EN FERRAIN
bb) Commitments and contingencies
The Group's commitments (holding company and fully consolidated companies) are as follows:
• Commitments given
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Commitments given
Bank guarantees 25,316 43,153 24,543
Letters of comfort 18,396 10,815 12,090
Real estate rent instalments 464,668 540,644 296,136
Vehicle lease commitments 140,505 162,689 48,129
Training expressed in number of hours 834,485 663,203 488,043
Unaccrued training hours * 17,818
Purchase of minority interests 2,400 2,100 N/A
Financial debt subject to covenants 171,585 292,500 0
Commitments received
Manufacturers 51,679 47,939 42,545
Warranties against claims ** 13,250 17,250 22,609
* The theoretical impact of the 2008 commitment stands at around € 500,000.
** Represents the amount not covered by warranties against claims and therefore at the Group’s expense.
Warranties against claims
Amount of excess*: € 260,000
Maximum amount (cap): € 13,250,000
Final date for implementation:
2009: € 13,250,000
2010 and beyond: € 0
Commitments for real estate rent instalments
These relate to rent instalments that fall due between 1 January 2009 and the
earliest legally permissible lease cancellation date. They are payable as follows:
■ In K€
• 1 year 126,056
• 1 to 5 years 290,692
• More than 5 years 47,920
Total 464,668
Vehicle lease commitments
■ In K€
• 1 year 53,964
• 1 to 5 years 67,651
• More than 5 years 18,890
Total 140,505
Individual training right (droit individuel à la formation)
commitments
During 2008, 8,237 hours were used up by 306 employees compared to
5,765 hours in 2007 by 245 employees.
129
Minority interest purchase commitments:
Undertakings to purchase minority interests amounted to € 2.4 million as at
31 December 2008.
■ In M€
• 1 year 1.7
• 1 to 5 years 0.7
• More than 5 years 0.0
Total 2.4
• Commitments received
From manufacturers
The Group holds firm buy-back undertakings granted by manufacturers of
heavy goods vehicles in respect of the vehicle engines.
As at 31 December 2008, commitments in relation to special purpose French
financing vehicles are estimated at € 51.7 million up from € 47.9 million at
31 December 2007 and € 42.5 million at 31 December 2006.
Warranties against claims
The Group holds warranties against claims in connection with the
acquisitions of Venditelli and Vendilog, Transcondor and CCH.
cc) Post-balance sheet events
There have been no material post-balance sheet events.

2008 ANNUAL REPORT
STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED
FINANCIAL STATEMENTS
Year ended 31 December 2008
To the Shareholders,
In performance of the assignment entrusted to us by your Shareholders’ General Meetings, please find herein our report on the financial year ended 31
December 2008 in respect of:
• The auditing of the attached consolidated financial statements of Norbert Dentressangle Group;
• Justification for our assessment; and
• specific testing required by law.
The consolidated financial statements have been approved by the Executive Board. Our responsibility is to express an opinion on these financial
statements based on our audit.
I. Opinion on the consolidated financial statements
We carried out our audit in compliance with professional standards applicable in France. These standards require that we perform the audit so as to
obtain reasonable assurance that the consolidated financial statements are free of any material misstatements. An audit involves the review, by way of
sample tests or other means, of the documents underlying the information set forth in the consolidated financial statements. It also includes an
assessment of the accounting policies applied and any material estimates made in drawing up the financial statements, as well as an assessment of the
presentation thereof as a whole. We believe that the evidence we have received provides a reasonable basis for our opinion.
We certify that in accordance with the IFRS accounting standards adopted by the European Union, the consolidated financial statements for the year
provide a true and fair view of the net assets, financial position and earnings of the companies and entities within the consolidation.
Without qualifying the opinion expressed hereinabove, we wish to draw your attention to Note III.g which sets forth the allocation of the purchase price
of Christian Salvesen between identifiable assets and liabilities as well as the backdated adjustments to the consolidated financial statements for the
year ended 31 December 2008 arising therefrom.
II. Justification for our assessment
The accounting estimates used for the preparation of the 2008 financial statements were made in a highly volatile market environment with difficulty in
appreciating the economic outlook. These market conditions are described in Note II.a to the financial statements.
Against this background, in accordance with the requirements of Article L. 823-9 of the French Commercial Code, we formed our own conclusions that
we wish to bring to your attention as follows:
In the process of drawing up its financial statements, the Norbert Dentressangle Group makes estimates and assumptions that relate in particular to the
value of certain assets, liabilities, income and expenses. The following accounts in the financial statements were valued based on such estimates and
assumptions:
• Goodwill (Notes II.d and III.k),
• Intangible fixed assets (Notes II.e and III.i),
• Investments in associated companies (Note III.l),
• Deferred tax assets (Notes II.o and III.t),
• Provisions for risks and charges (Notes II.k and III.s).
In respect of all such items stated above, we verified that the accounting principles and methods applied and the disclosures in the notes are appropriate;
we verified the consistency of the assumptions applied in the quantified data arising therefrom and the available documentation and on this basis
reviewed the reasonableness of the estimates made.
The resulting assessments thus form part of our audit of the consolidated financial statements, considered as a whole, and therefore contributed to the
formation of our opinion as expressed in the first section of this report.
III. Specific testing
As required by legislation, we also reviewed the disclosures set forth in the Group’s management report.
We do not have any comments to express in respect of the accuracy of this information or the consistency thereof with the consolidated financial
statements.
Lyon, 17 April 2009
The Statutory auditors
ACTITUD AUDIT
Alain Bonniot
ERNST & YOUNG AUDIT
Daniel Mary-Dauphin
130

2008 ANNUAL REPORT
SUMMARY OF COMPANY FINANCIAL STATEMENTS AND NOTES
BALANCE SHEET (prior to appropriation of earnings)
ASSETS
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Gross amount 1,345 1,300 511
Depreciation and impairment (710) (550) (511)
■ INTANGIBLE FIXED ASSETS 635 750 0
Gross amount 598 598 483
Depreciation and impairment (58) (21) (21)
■ TANGIBLE FIXED ASSETS 540 577 462
Gross amount 661,192 539,096 184,180
Impairment (41) (41) 0
■ FINANCIAL ASSETS 661,151 539,055 184,180
■ TOTAL FIXED ASSETS 662,326 540,382 184,642
Trade receivables 3,507 2,393 3,129
Other receivables 20,850 8,104 10,143
Cash 9,765 82,376 49,543
Prepaid expenses 1,850 1,318 0
■ TOTAL CURRENT ASSETS 35,972 94,191 62,815
■ TOTAL ASSETS 698,298 634,573 247,457
LIABILITIES
■ In K€ 31/12/2008 31/12/2007 31/12/2006
Share capital 19,672 19,672 19,671
Reserves 165,762 146,752 141,056
Net income for the financial year 15,578 29,704 15,245
Regulated provisions 2,338 207 0
■ SHAREHOLDERS’ EQUITY 203,350 196,335 175,972
Provisions for risks and charges 179 180 0
Provisions for tax 0 0 0
■ PROVISIONS AND OTHER-LONG TERM LIABILITIES 179 180 0
Bond loan 0 0 0
Financial debt 0 0 0
■ LONG-TERM BORROWINGS 0 0 0
Financial debt 277,905 207,867 0
Convertible bond loan 0 0 0
Trade and other payables 7,269 11,750 4,859
Other liabilities 166,621 161,758 33,531
Banks 22,080 55,009 33,095
■ SHORT-TERM BORROWINGS 473,875 436,384 71,485
■ NEGATIVE TRANSLATION ADJUSTMENTS 20,894 1,674 0
■ TOTAL LIABILITIES 698,298 634,573 247,457
131

2008 ANNUAL REPORT
INCOME STATEMENT
■ In K€ 31/12/2008 % 31/12/2007 % 31/12/2006 %
■ NET REVENUE 22,659 100 18,686 100 21,026 100
Operating expenditure (29,364) (129.6) (20,585) (110.2) (21,537) (102.4)
■ INCOME FROM OPERATIONS (6,705) (29.6) (1,899) (10.2) (511) (2.4)
Other operating income and charges 26 0.1 93 0.5 40 0.2
■ OPERATING INCOME (6,679) (29.5) (1,806) (9.7) (471) (2.2)
Share of income of associates 625 2.8 619 3.3 602 2.9
Net financial expenditure 6,393 28.2 26,520 141.9 12,778 60.8
Non-recurring items (2,337) (10.3) 880 4.7 31 0.1
■ INCOME BEFORE TAX (1,998) (8.8) 26,213 140.3 12,940 61.5
Income taxes 17,576 77.6 3,491 18.7 2,305 11.0
■ NET INCOME 15,578 68.7 29,704 159.0 15,245 72.5
SHAREHOLDERS’ EQUITY AND CHANGE IN NET ASSETS
Net assets varied as follows during the financial year:
■ In K€ 31/12/07 Appropriation Appropriation Other 2008 31/12/08
prior to of 2007 of 2007 movements net income prior to
appropriation net income net income appropriation
earnings dividends
Share capital 19,672 19,672
Share premium 10,103 10,103
Statutory reserve 1,985 1,985
Distributable reserves 95,000 5,000 (240) 99,760
Retained earnings 31,204 14,191 (15) 45,380
Merger premium 3,914 3,914
Goodwill on consolidation 4,394 4,394
Warrants 58 67 125
Dividends 0 10,506 (10,506) 0
Reserves for long-term capital gains 0 0
Non-distributable reserves 94 7 101
2007 net income 29,704 (29,704) 0
2008 net income 0 15,578 15,578
Regulated provisions 207 2,131 2,338
■ SHAREHOLDERS’ EQUITY 196,335 0 (10,506) 1,943 15,578 203,350
Please note that net profits for 2007 were appropriated by the Shareholders’
General Meeting in accordance with the Executive Board’s proposals: a
dividend of € 1.10 per share was distributed.
As at 31 December 2008, the company’s share capital was fully paid up and
consisted of 9,836,241 shares having a nominal value of € 2.00 each.
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2008 ANNUAL REPORT
NET INCOME AND OTHER KEY FIGURES OF THE COMPANY OVER THE LAST FIVE FINANCIAL YEARS
■ In € 31/12/2004 31/12/2005 31/12/2006 31/12/2007 31/12/2008
CLOSING SHARE CAPITAL
Share capital 19,533,412 19,846,612 19,671,386 19,672,482 19,672,482
Number of ordinary shares 9,766,706 9,923,306 9,835,693 9,836,241 9,836,241
Number non-voting preference shares
Max. number of shares to be created:
- By bond conversion 0 0 0 0 0
- By subscription rights 234,900 75,300 115,000 115,000 250,000
OPERATIONS AND INCOME/(LOSS)
Revenues (excl. taxes) 22,523,332 21,156,880 21,025,980 18,685,923 22,659,325
Earnings before taxes, profit-sharing,
depreciation, amortisation and provisions 9,477,091 9,180,875 12,952,943 26,662,422 3,968,767
Income taxes 3,421,813 (5,758,846) (2,305,183) (3,490,594) (17,575,942)
Employee profit-sharing
Net income 6,028,891 14,990,689 15,244,657 29,703,698 15,577,664
Income distributed 8,204,033 8,707,754 9,835,693 10,819,865 6,885,369*
EARNINGS PER SHARE
Income after taxes, profit-sharing, and before
allowances for amortisation, depreciation and provisions 0.64 1.55 1.59 3.15 2.25
Income/(loss) after tax, profit-sharing, and allowances
for amortisation, depreciation and provisions 0.63 1.56 1.59 3.10 1.63
Dividend paid 0.84 0.89 1.00 1.10 0.70*
EMPLOYEES
Average number of employees 26 29 29 26 35
Wages and salaries 3,015,324 3,876,452 3,656,206 3,266,043 4,834,469
Social security charges 1,069,359 1,400,200 1,387,250 1,239,897 1,612,516
* Proposed to the Shareholders’ General Meeting of 26 May 2009 on the basis of the number of shares as at the balance sheet date.
SUBSIDIARIES AND EQUITY INVESTMENTS
■ In K€
Subsidiaries Share Other % Gross Net Loans and Endorsements Revenues Net Dividends
capital shareholders’ held value of value of shareholder and surety income collected
equity securities securities loans bonds
NDT 38,850 103,233 100 99,639 99,639 (77,325) 0 20,491 (20,661) 8,897
ND LOGISTICS 31,171 40,928 100 59,303 59,303 (38,841) 0 437,943 17,096 14,993
OMEGA 2 1,800 9,089 100 1,800 1,800 (68,900) 0 1,656 8,956 450
SALVESEN 80,361 115,184 100 370,208 357,003 0 0 4,607 15,627 0
INTERBULK 38,326 40,061 7 5,978 5,902 0 0 326,073 1,083 0
NOVATRANS 7,200 2,972 15 2,281 2,281 0 0 119,036 (5,980) 0
TOTAL 197,708 311,467 539,209 525,928 (185,066) 0 909,806 16,121 24,340
NOTE 1
Average rate Closing rate Average rate Closing rate
31/03/08 - 31/12/08 31/12/08 30/09/07 - 30/09/08 30/09/08
SALVESEN 0.81355 0.95250
INTERBULK 0.76721 0.79030
Salvesen and Interbulk are sterling-managed foreign companies. The closing rate
is applied for share capital and shareholders’ equity computations, and an annual
average rate is applied for revenue and net income. The other columns,
particularly the value of securities, are based on Norbert Dentressangle Group’s
financial statements as at 31 December 2008. The Novatrans and Salvesen data
are based on the 2008 draft financial statements subject to approval by the
Shareholders’ General Meeting to be held in 2009.
The investment portfolio of Groupe Norbert Dentressangle S.A. is periodically
valued to determine whether there is any need to set aside an impairment
provision.
This is based on the consolidated value of the company, its current and future
contribution to Group consolidated income and its current and future capacity
to generate positive cash flow.
A provision is set aside where the valuation based on these various criteria shows
that the book value of securities exceeds the company's earnings and cash flow
capacity.
The full company financial statements of Groupe Norbert Dentressangle S.A. and
notes thereto are available on request. The appended statutory auditors' reports
refer to the abovementioned full company financial statements.
133

2008 ANNUAL REPORT
STATUTORY AUDITORS’ GENERAL REPORT
ON THE ANNUAL FINANCIAL STATEMENTS
Year ended 31 December 2008
To the Shareholders,
In performance of the assignment entrusted to us by your Shareholders’ General Meetings, please find herein our report on the financial year ended 31
December 2008 in respect of:
• The auditing of the attached annual financial statements of Groupe Norbert Dentressangle S.A.;
• Justification for our assessment; and
• The specific testing and disclosures required by law.
The financial statements were approved by the Executive Board. Our responsibility is to express an opinion on these financial statements in light of our
audit.
I. Opinion on the annual financial statements
We carried out our audit in compliance with professional standards applicable in France. These standards require that we perform the audit so as to obtain
reasonable assurance that the consolidated financial statements are free of any material misstatements. An audit involves the review, by way of sample
tests or other means, of the documents underlying the information set forth in the financial statements. It also includes an assessment of the accounting
policies applied and any material estimates made in drawing up the financial statements, as well as an assessment of the presentation thereof as a whole.
We believe that the evidence we have received provides a reasonable basis for our opinion.
We certify that, in accordance with French accounting policies and regulations, the annual financial statements provide a true and fair view of the
Company’s results of operations for the financial year ended 31 December 2008 as well as its financial position and net assets at said date.
II. Justification for our assessment
The accounting estimates used for the preparation of the 2008 financial statements were made in a highly volatile market environment with difficulty in
appreciating the economic outlook. Against this background, in accordance with the requirements of Article L. 823-9 of the French Commercial Code, we
formed our own conclusions that we wish to bring to your attention as follows:
Investments in subsidiaries were assessed in compliance with the accounting policies and regulations referred to in the notes. In conjunction with our
assignment, we reviewed the appropriateness of these accounting methods and, as regards estimates, we verified the reasonableness of the accounting
policies as well as the resulting valuations.
The resulting assessments thus form part of our audit of the annual financial statements, considered as a whole, and therefore contributed to the formation
of our opinion as expressed in the first section of this report.
III. Specific testing and disclosures
We also performed specific testing as required by legislation.
We do not have any further comments regarding:
• The accuracy and consistency with the annual financial statements of the information set forth in the Executive Board's management report and in the
documents circulated among shareholders on the financial position and the annual financial statements.
• The accuracy of the information appearing in the management report in respect of compensation and benefits paid to the relevant officers and directors
as well as any commitments granted to them upon acceptance of, resignation from or change of position or subsequently thereto.
As required by law, we verified that the management report sent to you contains the requisite disclosures on the acquisition of equity and controlling
interests and the identity of holders of equity interests and voting rights.
Lyon, 17 April 2009
The Statutory auditors
ACTITUD AUDIT
Alain Bonniot
ERNST & YOUNG AUDIT
Daniel Mary-Dauphin
134

2008 ANNUAL REPORT
STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED
COMMITMENTS AND AGREEMENTS
Year ended 31 December 2008
To the Shareholders,
In our capacity as statutory auditors, we hereby submit our report on regulated commitments and agreements.
Commitments and agreements authorised during the year
In accordance with Article L. 225-88 of the French Commercial Code, we have been informed of agreements and commitments that required prior approval
from the Supervisory Board.
The scope of our assignment does not encompass any active search for any such commitments and agreements, but consists of informing you, with reference
to the information we were provided, of the main features, terms and conditions of the agreements notified to us. We are not required to express any opinion
as to the usefulness or merits of such agreements and commitments. In accordance with the provisions of Article R225-58 of the French Commercial Code,
you are responsible for assessing the grounds for and benefits of entering into any such commitments and agreements with a view to approving same.
We have conducted procedures which we judged necessary in the light of the professional opinion of the Compagnie nationale des Commissaires aux
comptes (National Institute of Statutory Auditors) relative to this engagement. These procedures consisted in verifying the consistency of the information
with which we were furnished with the underlying documents from which they were derived.
1. With Sofade
Persons concerned
Mr and Ms Norbert Dentressangle, and Mr Vincent Ménez.
Characteristics and Purpose
At its meeting on 22 May 2008, the Supervisory Board gave its agreement in principle to the Executive Board for the sale of real-estate sites in Fleury-
Mérogis, Clermont-Ferrand, Savigny-le-Temple (France) and Venray (Netherlands), the sale being realised with purchasers that were totally owned
subsidiaries of Sofade.
Terms and conditions
On 24 July 2008, in response to a proposal by the Executive Board and reports by independent experts at the latter's request, the Supervisory Board gave
its agreement for the sale of three real estate sites and an option to purchase (for Venray), on the basis of their freehold valuation for a global total of
€ 58.5 million divided as follows:
- Fleury-Mérogis € 17,000,000
- Clermont-Ferrand € 5,624,000
- Savigny-le-Temple € 18,026,000*
- Venray € 17,850,000
*excluding a potential addition to the price of € 1,000,000 linked to the acquisition of a lease by a Group subsidiary of an additional area for building of
10,000 square metres.
These values are consistent with an offer by SOFADE on 2 July 2008.
These real estate sales were made during September 2008.
2. With Financière Norbert Dentressangle
Persons concerned
Mr and Ms Norbert Dentressangle, and Mr Vincent Ménez.
Characteristics and Purpose
In July 2005, Mr. Norbert Dentressangle granted “Financière Norbert Dentressangle” the right to use the “Norbert Dentressangle” trademark and the
“ND” logo, registered in his name and previously licensed to it free of charge.
As before, Financière Norbert Dentressangle authorised the Company to use this trademark and logo free of charge.
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2008 ANNUAL REPORT
To that end, on 13 July 2005, those two companies entered into a 3-year renewable trademark licensing agreement for which no charge accrues.
As of 13 July 2008, this agreement shall be converted into an indefinite-term contract entitling each party to terminate same subject to twelve months'
prior notice.
On 20 November 2008 the Supervisory Board also decided to authorise the extension of the brand licensing contract to include class 35 (administrative
services concerning the issue of transport and warehousing certificates or the issue of bills of lading, import export agencies, stock management) and class
36 (customs agencies including clearance of merchandise).
Terms and conditions
The Company shall repay the various costs relating to the renewed registration and preservation of the trademarks.
The amount borne by the company in that respect for the financial year ended 31 December 2008 was € 6,045 excluding taxes.
Agreements and commitments approved during previous years whose operation has continued during the year just
ended
Furthermore, pursuant to the French Commercial Code, we were informed that the following agreements and commitments, approved in previous financial
years, remained in force during the past financial year:
1. With Financière Norbert Dentressangle
Characteristics and Purpose
Financière Norbert Dentressangle continued to provide the Company with a range of services and in particular:
• Advice on development opportunities in France and abroad;
• Assistance with regard to Group acquisitions, in France and abroad,
• Administrative and relationship management and financial assistance.
Terms and conditions
The amount borne by the company in that respect for the financial year ended 31 December 2008 was € 1,140,000 excluding taxes.
2. With FMV & Associés
Characteristics and Purpose
During the meeting of the Supervisory Board dated 9 March 1998, the company authorised FMV & Associés, under the management of Mr François-
Marie Valentin, to continue its assistance and advisory role under either existing or new appointments at the usual terms as consultant in respect of
business acquisitions or mergers, particularly abroad.
Terms and conditions
The company has paid no fees for consultancy services in respect of 2008 and there was no outstanding invoice as at 31 December 2008.
Lyon, 17 april 2009
The Statutory auditors
ACTITUD AUDIT
Alain Bonniot
ERNST & YOUNG AUDIT
Daniel Mary-Dauphin
136

2008 ANNUAL REPORT
DRAFT RESOLUTIONS SUBMITTED
BY THE EXECUTIVE BOARD
I - ORDINARY RESOLUTIONS
First resolution
(Approval of the 2008 Company financial statements)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Ordinary Meetings, having taken
cognizance of the Executive Board’s report, the Supervisory Board’s report and
the Statutory Auditors’ report, fully approves all parts of the Executive Board’s
report and the Company financial statements for the financial year ended
31 December 2008, as presented, and all the transactions recorded or referred
to therein.
The meeting approves the management activities of the Executive Board during
the financial year elapsed and also notes that no expenses governed by Articles
39-4 and 213 d of the French General Tax Code have been added back for tax
purposes.
Second resolution
(Approval of the 2008 consolidated financial statements)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Ordinary Meetings, having taken
cognizance of the Executive Board’s report, the Supervisory Board’s report and
the Statutory Auditors’ report, fully approves all parts of the Executive Board’s
report and the consolidated financial statements for the financial year ended 31
December 2008, as presented, and all the transactions recorded or referred to
therein.
Third resolution
(Agreements for 2008 governed by Article L. 225-86 of the French
Commercial Code)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Ordinary Meetings, having heard the
special report of the Statutory Auditors on agreements entered into in 2008 and
governed by Articles L.225-86 et seq. of the French Commercial Code, approves
the content of this report and the transactions referred to therein.
Fourth resolution
(Appropriation of Company earnings)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Ordinary Meetings, approves the
appropriation of Company earnings proposed by the Executive Board and
accordingly resolves that these Company earnings for the year, which amount to
€ 15,577,633.98, shall be appropriated as follows:
Net income for the financial year € 15,577,663.98
Plus retained earnings brought forward € 45,379,520.78
_____________
Representing a total available amount of € 60,957,184.76
Appropriated as follows:
• to a special reserve pursuant to the
provisions of Article 238 bis AB of the French
General Taxcode (work of a living artist) € 7,166.00
• to shareholders by way of dividends € 6,885,368.70
• to the distributable reserve to increase
it to € 110 million € 10,240,000.00
• the balance, to “Retained earnings” € 43,824,650.06
_____________
That is a total amount of: € 60,957,184.76
Consequently, each share shall be entitled to a € 0.70 dividend for the year,
fully eligible as the case may be for the 40% tax relief provided for under
Article 158,3.2 and 4° of the French General Tax Code or for the election to
pay the 18% withholding tax.
This dividend shall be paid out to shareholders on 3 June 2009.
The Meeting notes that the dividends per share distributed over the past three
financial years and the corresponding tax credits were as follows:
Financial Year Net amount Relief Number
of shares
2007 € 1.10 € 0.44 € 9,550,627
2006 € 1.00 € 0.40 € 9,835,693
2005 € 0.89 € 0.356 € 9,783,993
Dividends not paid out pursuant to Article L.225-210 of the French Commercial
Code, that is those relating to treasury shares, shall be appropriated to the
“retained earnings” account.
Fifth resolution
(Replacement of an alternate joint statutory auditor)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Ordinary Meetings, resolved to appoint
Ms Evelyne Chansavang, residing in the 3 rd arrondissement of Lyon (69003) at
71 cours Albert Thomas, as the alternate joint statutory auditor to replace Mr
Pascal Vuaillat, who is resigning, for the remainder of Mr Pascal Vuaillat’s term
of office.
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2008 ANNUAL REPORT
Sixth resolution
(Authorisation granted to the Executive Board to allow the Company to
trade in its own shares)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Ordinary Meetings, having taken
cognizance of the Executive Board’s report and in accordance with the provisions
of Articles L.225-209 of the French Commercial Code, authorises the Executive
Board, with the right to delegate, to buy back the Company’s shares, with a view
to:
• granting stock options or bonus shares to its employees, officers and directors
and/or those of its affiliates in accordance with applicable statutory provisions;
• cancelling shares, provided that the seventh resolution put to the
Extraordinary Shareholders’ General Meeting is adopted;
• holding and using shares for the purposes of exchange or consideration as part
of mergers, demergers and acquisitions;
• implementing or fulfilling obligations relating to the issue of securities carrying
an entitlement to equity;
• improving liquidity pursuant to the conditions defined by the AMF; and
• applying any market practice approved by the AMF and generally carrying out
any transactions complying with current regulations.
The Shareholders’ General Meeting sets the maximum number of shares to be
acquired at 10% of the total amount of shares currently making up the share
capital, or 5% in the case of shares acquired by the Company with a view to
holding and using same in mergers, demergers or acquisitions. If shares are
bought back in order to improve liquidity pursuant to the terms and conditions
set forth in the AMF's General Regulations, the aforementioned cap of 10% shall
apply to the number of shares acquired, minus the number of shares resold
during the authorisation period.
The maximum purchase price is set at € 75 per share. It should be noted that
the overall amount allocated to the share buyback programme may not exceed
€ 53,591,475. In the event of a capital increase through the capitalisation of
reserves and the allocation of bonus shares or any other transaction affecting
equity as well as, where applicable, a share split or reverse split, the € 75 price
will be mathematically adjusted by the required proportion to take into account
the change in the share value caused by the transaction.
The acquisition, disposal or transfer of these shares may take place by any
means, on the market, off the market or over the counter, in particular by block
trading, public tender offers, by using or exercising any financial instrument,
derivative, including by way of implementation of options, at such times as the
Executive Board shall deem appropriate, including during a public tender offer
period pertaining to securities in the Company or during the term of a public
tender offer launched by the Company, in compliance with applicable
regulations. The part of the programme that may be carried out by block trading
is not subject to any limitation.
Full powers shall be granted to the Executive Board, which may delegate same
to its Chairman, to enter into any agreements, carry out any and all formalities
and filings with any authorities whatsoever, including the AMF, and generally to
take any and all action required to implement decisions made pursuant to these
powers.
This authorisation which cancels the unused part of the authorisation granted
under the tenth resolution of the Shareholders’ General Meeting of 22 May 2008,
is valid for eighteen months as of the date of this meeting and shall in any event
expire at the end of the Meeting called to approve the financial statements for the
financial year ended 31 December 2009.
II - EXTRAORDINARY RESOLUTIONS
Seventh resolution
(Authorisation granted to the Executive Board for the Company to cancel
treasury shares)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Extraordinary Meetings, having taken
cognizance of the Executive Board's report and the Statutory Auditors' special
report, pursuant to the provisions of Article L.225-209 of the French
Commercial Code and subject to the adoption by the Shareholders’ General
Meeting of the sixth resolution relating to the authorisation granted to the
Company to trade in its own shares, authorises the Executive Board at its sole
discretion, on one or more occasions, and without exceeding 10% of the
Company’s share capital, to cancel all or part of the treasury shares it holds by
virtue of the authorisations to buy back Company shares.
Full powers shall be granted to the Executive Board to settle any objections,
resolve to cancel shares, record any share capital reduction, offset the difference
between the buyback value of the cancelled shares and the nominal value thereof
against share premiums and available reserves, amend the Articles of Association
accordingly and generally take any appropriate measures and carry out all
necessary formalities.
This authorisation which cancels the unused part of the authorisation granted
under the eleventh resolution of the Shareholders’ General Meeting of 22 May
2008, is valid for eighteen months as of the date of this meeting and shall in any
event expire at the end of the Meeting called to approve the financial statements
for the financial year ended 31 December 2009.
Eighth resolution
(Authorisation granted to the Executive Board to issue securities carrying
an entitlement to debt instruments, with retention of shareholders’ preemptive
subscription rights, or to increase the share capital)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Extraordinary Meetings, having taken
cognizance of the Executive Board's report, and in accordance with the
provisions of Articles L.225-129 to L.225-129-6, L.228-91 and L.228-92 of the
French Commercial Code:
- delegates to the Executive Board, with the option to further delegate same in
compliance with applicable statutory provisions, its right to issue, on one or
more occasions, in France or abroad, with retention of shareholders’ preemptive
subscription rights, ordinary shares in the Company or any securities
whatsoever carrying an entitlement to the Company’s equity or to the
Company’s debt securities, including warrants for new or existing shares issued
independently whether free of charge or for consideration, it being specified
that such shares may be subscribed for cash or by way of set-off against liquid
and payable receivables and that no preference shares or securities carrying an
entitlement to preference shares may be issued;
- resolves that the nominal value of all capital increases for cash that may take
place, immediately and/or in the future under this authorisation, shall not
exceed a nominal value of € 20,000,000, such amount being increased, as the
case may be, by the nominal value of any additional shares to be issued to
preserve, in accordance with applicable statutory provisions, the rights of
holders of securities carrying an entitlement to ordinary shares in the Company,
it being specified that this capital increase cap applies to the eighth, ninth,
tenth, eleventh and fifteenth resolutions and that the total nominal value of the
capital increase carried out pursuant to the said resolutions shall be deducted
from this overall cap;
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2008 ANNUAL REPORT
- resolves that securities carrying an entitlement to ordinary shares in the
Company thus issued may in particular consist of debt securities or be
combined with the issue of such securities or even provide for the issue thereof
as temporary securities. They may, inter alia, be issued as subordinated
securities or otherwise, whether or not subject to a specified term, be
denominated in euros, in foreign currencies or in any monetary unit
whatsoever based on a basket of currencies,
The nominal value of debt securities carrying an entitlement to equity thus
issued shall not exceed € 400,000,000 or the euro equivalent thereof as of the
date of the decision to issue, it being specified that this amount does not include
redemption premiums in excess of the nominal value, if any. This amount
applies to all securities that may be issued pursuant to the eighth, ninth,
eleventh and fourteenth resolutions. The aggregate nominal value of debt
security issues under this authorisation shall not exceed € 400,000,000. Debt
securities carrying an entitlement to the Company’s ordinary shares may bear a
fixed and/or variable interest rate or even be capitalised, and be repaid with or
without a premium, or redeemed, and the shares may furthermore be bought
back by the Company on the market or over the counter, or by means of a
public tender offer:
- in the event that the Executive Board uses this authorisation, the Shareholders’
General Meeting resolves that:
(a) shareholders shall be entitled, in proportion to the shares they hold, to
subscribe irrevocably for ordinary shares and securities issued pursuant to this
resolution;
(b) in addition, the Executive Board may grant shareholders the right to
subscribe for excess shares in proportion to their rights and to the extent of their
requests;
(c) where irrevocable subscriptions and, as the case may be, for excess shares,
have failed to absorb all ordinary shares or securities to be issued pursuant to
this authorisation, the Executive Board may, at its discretion, limit the issue to
the total of subscriptions received, provided that they represent at least three
quarters of the contemplated issue, and/or allocate at its sole discretion all or part
of the unsubscribed shares and/or offer all or part thereof to the public.
- formally notes that this authorisation entails an automatic waiver by
shareholders of their pre-emptive subscription right for ordinary shares in the
Company to which securities issued pursuant to this authorisation may carry
an entitlement;
- resolves that the Executive Board shall be responsible, with the option to
further delegate, for setting the issue price for ordinary shares or securities
carrying an entitlement to the Company’s equity. The sum immediately
collected by the Company plus, as the case may be, that likely to be
subsequently received by the Company shall, for each ordinary share issued as
a result of the issue of these securities, be at least equal to the nominal value
thereof; and
- grants the Executive Board, with the right to further delegate, full powers to
implement this authorisation, in particular for the purpose of setting the terms
and conditions of issue, including where applicable the current or retroactive
date of issue of the relevant shares, recording the completion of the resulting
capital increases, amending the Articles of Association accordingly and
allowing any expenses to be set off against the issue premium.
This authorisation, which cancels the unused part of the authorisation granted
under the twelfth resolution of the Shareholders’ General Meeting of 22 May
2008, is valid for twenty-six months as of the date of this Meeting.
Ninth resolution
(Authorisation granted to the Executive Board to issue securities carrying
an entitlement to debt instruments, without any shareholders’ pre-emptive
subscription rights, or to increase the share capital)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Extraordinary Meetings, having taken
cognizance of the Executive Board's report and the Statutory Auditors' special
report, and in compliance with the provisions of Articles L.225-129 to L.225-
129-6, L.225-135, L.228-91 and L.228-92 of the French Commercial Code:
- delegates to the Executive Board, with the option to further delegate same in
compliance with applicable statutory provisions, its right to issue, on one or
more occasions, for public tender offers and/or offerings referred to in section
II of Article L.411-2 of the French Monetary and Financial Code, without any
shareholders’ pre-emptive subscription rights, ordinary shares in the Company
or any securities whatsoever carrying an entitlement to the Company’s equity
or to the Company’s debt securities, including warrants for new or existing
shares issued independently, it being specified that such shares may be
subscribed for cash or by way of set-off against liquid and payable receivables
and that no preference shares or securities carrying an entitlement to
preference shares may be issued;
- resolves that the nominal value of all capital increases for cash that may take
place, immediately and/or in the future under this authorisation, shall not
exceed a nominal value of € 20,000,000, such amount being increased, as the
case may be, by the nominal value of any additional shares to be issued to
preserve, in accordance with applicable statutory provisions, the rights of
holders of securities carrying an entitlement to ordinary shares in the
Company, this amount being set off against the overall cap laid down in the
eighth resolution;
- resolves that securities carrying an entitlement to ordinary shares in the
Company thus issued may in particular consist of debt securities or be
combined with the issue of such securities or even provide for the issue thereof
as temporary securities. They may, inter alia, be issued as subordinated
securities or otherwise, whether or not subject to a specified term, be
denominated in euros, in foreign currencies or in any monetary unit
whatsoever based on a basket of currencies,
The nominal value of debt securities carrying an entitlement to equity thus
issued shall not exceed € 400,000,000 or the euro equivalent thereof as of the
date of the decision to issue, this amount being set off against the overall cap laid
down in the eighth resolution, and, it being specified that this amount does not
include redemption premiums in excess of the nominal value, if any. The
aggregate nominal value of debt security issues under this authorisation shall not
exceed € 400,000,000. Debt securities carrying an entitlement to the Company’s
ordinary shares may bear a fixed and/or variable interest rate or even be
capitalised, and be repaid with or without a premium, or redeemed, and the
shares may furthermore be bought back by the Company on the market or over
the counter, or by means of a public tender offer;
- resolves to waive the shareholders' pre-emptive subscription right for these
securities that will be issued in accordance with applicable statutory
provisions, the Executive Board being entitled to grant shareholders an
irrevocable and/or revocable pre-emptive subscription right in respect of the
entire share issue, for the period and on the terms that it shall set in compliance
with applicable statutory and regulatory provisions, to subscribe therefor
pursuant to the provisions of Article L.225-135 of the French Commercial
Code. Where subscriptions, including, as the case may be, shareholders'
subscriptions, fail to meet the entire share issue, the Executive Board may, at its
discretion, limit the issue to the amount of subscriptions received, in such
order as it shall deem appropriate, provided that they represent at least three
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2008 ANNUAL REPORT
quarters of the contemplated issue, and/or allocate at its sole discretion all or
part of the unsubscribed shares and/or offer all or part thereof to the public;
- formally notes that this authorisation entails an automatic waiver by
shareholders of their pre-emptive subscription right for ordinary shares in the
Company to which securities issued pursuant to this authorisation may carry
an entitlement;
- resolves that the sum accruing or which should accrue to the Company for
each of the shares issued or to be issued under this authorisation (less, as the
case may be, where equity warrants are issued, the issue price of said warrants)
shall at least be equal to the minimum amount required under statutory or
regulatory provisions applicable when this authorisation is used, that is
currently the weighted average price of the share during the three trading
sessions prior to the date on which it is set, subject where applicable to a
discount not exceeding 5%, following, as the case may be, any adjustment that
may be required to take the difference in effective dates into account;
- resolves that the Executive Board shall be responsible, with the option to
further delegate, for setting the issue price for ordinary shares or securities
carrying an entitlement to the Company’s equity; and
- grants the Executive Board, with the right to further delegate, full powers to
implement this authorisation, in particular for the purpose of setting the terms
and conditions of issue, including where applicable the current or retroactive
date of issue of the relevant shares, recording the completion of the resulting
capital increases, amending the Articles of Association accordingly and
allowing any expenses to be set off against the issue premium.
This authorisation, which cancels the unused part of the authorisation granted
under the thirteenth resolution of the Shareholders’ General Meeting of 22 May
2008, is valid for twenty-six months as of the date of this Meeting.
Tenth resolution
(Authorisation granted to the Executive Board, in the event of a share issue
without pre-emptive subscription rights, to set prices pursuant to the terms
established by the Shareholders’ General Meeting, without exceeding 10%
of the Company's share capital)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Extraordinary Meetings, having taken
cognizance of the Executive Board’s report, the Supervisory Board’s observations
and the Statutory Auditors’ special report, pursuant to the provisions of Article
L.225-136, 1 of the French Commercial Code, and insofar as the equity
securities to be issued immediately or at different intervals are classed as equity
securities listed for trading on a regulated market:
- authorises the Executive board, with the option to further delegate in
compliance with applicable statutory provisions, for each share issue resolved
pursuant to the foregoing ninth resolution, and without exceeding 10% of the
Company’s share capital as at the date of this Meeting, for each twelve-month
period, to deviate from the terms and conditions for setting prices set forth in
same abovementioned resolution and to set the issue price for equity securities
to be issued immediately or at different intervals, without pre-emptive
subscription rights, for public tender offers or offerings referred to in section II
of Article L.411-2 of the French Monetary and Financial Code, pursuant to the
following:
(a) for equity securities to be issued immediately, the Executive Board shall be
entitled to set the issue price at either:
(i) the average price observed over a maximum six-month period prior to the
issue; or
(ii) the average weighted market price on the trading day preceding the issue less
a maximum 20% discount ;
(b) for equity securities issued at different intervals, the issue price shall be the
sum immediately collected by the Company plus that likely to be subsequently
received by the Company which for each share shall be at least equal to the
amount referred to in (a) above, depending on the chosen option.
- resolves that the Executive Board shall have full powers to apply this resolution
pursuant to the conditions set forth in the ninth resolution.
This authorisation is valid for twenty-six months as of the date of this Meeting.
Eleventh resolution
(Authorisation granted to the Executive Board to increase the number of
shares to be issued in the event of issues with or without pre-emptive
subscription rights)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Extraordinary Meetings, having taken
cognizance of the Executive Board’s report, pursuant to the provisions of Article
L.225-135-1 of the French Commercial Code, authorises the Executive Board,
with the right to further delegate, to increase the number of securities to be
issued in connection with each issue of shares or securities carrying an
entitlement to equity, with or without pre-emptive subscription rights, resolved
pursuant to the eighth and ninth resolutions.
The number of securities may be increased within thirty days as of the close of
the subscription period without exceeding 15% of the initial subscription and
for the same price as for the initial issue, subject to the overall caps in the eighth
resolution.
This authorisation, which cancels the unused part of the authorisation granted
under the fourteenth resolution of the Shareholders’ General Meeting of 22 May
2008, is valid for twenty-six months as of the date of this Meeting.
Twelfth resolution
(Authorisation granted to the Executive Board to increase the Company’s
share capital by capitalisation of share premiums, reserves, retained
earnings or other accounts)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Ordinary Meetings, having taken
cognizance of the Executive Board's report, and in accordance with the
provisions of Articles L.225-130 of the French Commercial Code:
- delegates to the Executive Board its power to increase the Company’s share
capital, on one or more occasions, by the proportion and at such times it deems
appropriate, by capitalising share premiums, reserves, retained earnings or
other accounts, the capitalisation of which is provided for in law, by allocating
bonus shares, increasing the nominal value of existing shares or by applying
both these procedures. The maximum nominal value of capital increases which
may take place as such shall not exceed € 20,000,000;
- in the event that the Executive Board uses this authorisation, the Shareholders’
General Meeting grants the Executive Board full powers, with the right to
further delegate in compliance with applicable statutory provisions, to
implement this authorisation, in particular for the purposes of:
(a) setting the value and nature of the amounts to be capitalised, setting the
number of new shares to be issued and/or the amount by which the nominal
value of the existing shares making up the share capital shall be increased and
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2008 ANNUAL REPORT
setting the current or retroactive date for the new shares or when the increase to
the share nominal value shall take effect;
(b) resolving, in the event of a bonus share allocation:
(i) that fractional rights shall not be negotiable and that the corresponding shares
shall be sold; the resulting proceeds shall be allocated to the rights holders
pursuant to statutory and regulatory provisions (at present, no later than thirty
days after the total number of shares allocated has been recorded in their
accounts);
(ii) that the bonus shares allocated as existing shares carrying a double voting
right shall carry such entitlement as soon as they are issued;
(iii) to carry out all adjustments in order to take account of the impact of
transactions on the Company's share capital, particularly in the event of a change
to the share nominal value, a capital increase through the capitalisation of
reserves, an allocation of bonus shares, a share split or reverse split, a
distribution of reserves or any other assets, the share capital being redeemed, or
any other transaction affecting equity and to set forth procedures according to
which, the rights of holders of securities carrying an entitlement to share capital
shall be preserved, where applicable;
(iv) to record the completion of capital increases and amend the Articles of
Association accordingly;
(v) generally, to enter into any agreements, take all necessary measures and
complete all formalities appropriate for the issue, listing and financial
performance of the securities issued, including the exercise of the rights attached
thereto, pursuant to this authorisation.
This authorisation, which cancels the unused part of the authorisation granted
under the twelfth resolution of the Shareholders’ General Meeting of 30 May
2007, is valid for twenty-six months as of the date of this Meeting.
Thirteenth resolution
(Authorisation granted to the Executive Board to issue ordinary shares or
equity securities, without any shareholders' pre-emptive subscription right,
in consideration for receipt of non-monetary contributions of equity
securities or securities carrying an entitlement to share capital)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Extraordinary Meetings, having taken
cognizance of the Executive Board’s report as well as the Statutory Auditors’
special report, pursuant to the provisions of Articles L.225-129 et seq. of the
French Commercial Code, and in particular Article L 225-147, paragraph 6,
grants the Executive Board, without exceeding 10% of the Company’s share
capital as adjusted pursuant to the transactions affecting said capital subsequent
to this Meeting, full powers, with the option to further delegate in compliance
with applicable statutory provisions, for the purposes of:
- consideration for contributions in-kind granted to the Company, comprising
equity securities or securities carrying an entitlement to share capital, when the
provisions of Article L.225-148 of the French Commercial Code do not apply;
- implementing this authorisation, in particular for voting on the report of the
Auditor(s) of the non-monetary contributions stipulated in the first two
paragraphs of the abovementioned Article L.225-147, on the valuation of the
contributions and the granting of specific benefits and the values thereof,
approving all the procedures and terms and conditions for the authorised
transactions, setting the number of shares to be issued, offsetting any items,
where applicable, against premium on contribution, recording the final
completion of capital increases, amending the Articles of Association
accordingly and carrying out any and all formalities and filings and requesting
all authorisations necessary in order to complete the transactions relating to
these contributions.
This authorisation, which cancels the unused part of the authorisation granted
under the thirteenth resolution of the Shareholders’ General Meeting of 30 May
2007, is valid for twenty-six months as of the date of this Meeting.
Fourteenth resolution
(Authorisation to the Executive Board to carry out capital increases
reserved for employees under the provisions of the French Commercial
Code and Articles L.3332-18 et seq. of the French Labour Code)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Extraordinary Meetings, having taken
cognizance of the Executive Board's report and the Statutory Auditors' special
report, resolves, in light of the foregoing resolutions, to delegate to the Executive
Board the power to increase the share capital, on one or more occasions, by a
maximum amount of € 393,000, through the issue of new shares to be paid for in
cash by employees of the Company or related companies, as defined by Article
L.233-16 of the French Commercial Code, who hold membership of one or more
Company or group savings plans set up by the Company and meeting any criteria
that may be laid down by the Executive Board in accordance with the provisions
of Articles L.225-129-2, L.225-129-6 and L.225-138-1 of the French Commercial
Code and those of Articles L.3332-18 et seq. of the French Labour Code.
The Extraordinary Shareholders’ General Meeting accordingly decides to
withdraw the shareholders’ pre-emptive subscription right and to reserve said
capital increase(s) for the employees indicated above.
The Extraordinary Shareholders’ General Meeting decides that the issue price of
the shares, subscription for which is hereby reserved, shall be set by the
Executive Board, without being more than 20% lower than the average opening
price over the twenty trading sessions prior to the decision to commence the
subscription, or more than 30% lower than such average price where the
lockout period set forth in the plan pursuant to Articles L.3332-25 and L.3332-
26 of the French Labour Code is at least ten years.
The Shareholders’ General Meeting expressly authorises the Executive Board, at
its sole discretion, to reduce or withdraw the aforementioned reductions in
accordance with applicable statutory and regulatory provisions, so as to take into
account, inter alia, locally applicable legal, accounting, tax or employment
regimes.
When implementing the authorisation hereby granted to it, the Executive Board
shall:
- set the requirements to be met by beneficiaries of the new shares created in
connection with the capital increases referred to in this resolution;
- set the terms and conditions of the issue;
- decide on the amount to be issued, the issue price, the dates and terms and
conditions of each issue, and inter alia resolve whether the shares will be
subscribed for directly or through one or more Company or employee mutual
funds or via any other entity permissible under applicable legislation;
- set the period granted to subscribers to pay up their securities;
- set the current or retroactive date for the new shares;
- record the completion of the capital increase(s) for the amount of the shares to
be actually subscribed for, or cause same to be recorded, or resolve to increase
the amount of said capital increase(s) so that all subscriptions received can
indeed be met;
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2008 ANNUAL REPORT
- on its own initiative, offset the costs of the share capital increases against the
share premium pertaining to such increases and deduct from this amount the
sums required to raise the statutory reserve to one-tenth of the new share
capital following each increase; and
- generally, adopt all decisions required to implement the capital increases,
complete any resulting formalities and make the corresponding amendments
to the Articles of Association.
This authorisation, which cancels the unused part of the authorisation granted
under the fifteenth resolution of the Shareholders’ General Meeting of 22 May
2008, is valid for twenty-six months as of the date of this Meeting.
Fifteenth resolution
(Authorisation granted to the Executive Board to grant employees of the
Company or its subsidiaries stock options in the Company)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Extraordinary Meetings, having taken
cognizance of the Executive Board’s report and the Statutory Auditors’ special
report, authorises the Executive Board, pursuant to Articles L.225-177 et seq. of
the French Commercial Code, to grant stock options in the Company, on one or
more occasions, to salaried employees and officers and directors of the Company
and companies and economic interest groupings directly or indirectly affiliated
to the Company pursuant to Article L.225-180 of the abovementioned Code.
When necessary, the Executive Board shall have authority to buy back Company
shares in order to allocate stock options.
The Executive Board may also use the shares purchased on the stock market,
which are hereby authorised, in order to grant stock options.
The total amount of stock options shall not exceed two hundred and fifty
thousand (250,000) shares.
The price at which the stock options are granted shall not be lower than the
value arising from the application of the ruling in force when said options are
granted.
Stock options should be exercised no later than ten years following the allocation
thereof.
The number of stock options may vary, in accordance with applicable statutory
provisions, depending, inter alia, on changes in the share capital.
The Shareholders’ General Meeting grants full powers to the Executive Board for
the purposes of performing these transactions within the thresholds and
pursuant to the terms set forth above and in compliance with the statutory and
regulatory provisions applicable when the stock options are granted, it being
specified that the Executive Board may in particular resolve the following
pursuant to the law and regulations in force:
- to extend the term for exercising options granted upon the allocation thereof
up to a maximum of ten years, as indicated above;
- to transform stock purchase options into stock subscription options and vice
versa, once the options have been allocated;
- to perform all actions and formalities, or cause same to be performed, for the
purposes of completing capital increases which may be carried out pursuant to
the authorisation under this resolution, to amend the Articles of Association
accordingly and generally do everything necessary; and
- at its sole discretion, to offset the costs of the share capital increases against the
share premiums pertaining to such increases and deduct from this amount the
sums required to raise the statutory reserve to one-tenth of the new share
capital following each increase.
This authorisation, which cancels the authorisation granted under the sixteenth
resolution of the Shareholders’ General Meeting of 30 May 2007 with respect to
stock options that are not allocated, is valid for thirty-eight months as of the date
of this Meeting.
Sixteenth resolution
(Extension to the period of validity for 2006 warrants)
The Shareholders’ General Meeting, deliberating in accordance with the quorum
and majority requirements applicable to Extraordinary Meetings, having taken
cognizance of the Executive and Supervisory Boards’ reports, as well as the
Statutory Auditors’ special report referred to in Articles L.228-92 and R. 225-117
of the French Commercial Code, resolves to extend the period of validity for
share warrants allocated to the named beneficiaries under the tenth resolution of
the Shareholders’ General Meeting of 23 May 2006 from 31 May 2009 to 31 May
2013 inclusive. All the other terms and conditions shall remain unchanged.
Seventeenth resolution
(Amendment to Article 14-1 of the Articles of Association: “Powers and
Obligations of the Executive Board - General Management”)
The Shareholders’ General Meeting, deliberating in accordance with the
quorum and majority requirements applicable to Extraordinary Meetings,
resolves to amend Article 14-1 of the Articles of Association by replacing
“The same shall also apply to the allocation of stock options to the Executive
Board members” by “The same shall also apply to the allocation of stock
options and bonus shares to the Executive Board members, as well as the
issue of any securities which are likely to cause a change to the Company’s
share capital”. This resolution shall be immediately applicable to the powers
and authorisations granted to the Executive Board in the eighth, ninth,
eleventh, thirteenth, fourteenth and fifteenth resolutions.
III - COMBINED ORDINARY AND
EXTRAORDINARY RESOLUTION
Eighteenth resolution
(Powers for formalities)
Full powers are granted to the bearer of a copy hereof to carry out all statutory
public notice and other formalities required by law.
- to grant the power to temporarily suspend option exercises for a maximum
three months if financial transactions are performed involving a right attached
to the shares;
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2008 ANNUAL REPORT
DECLARATION - ANNUAL FINANCIAL REPORT 2008
Beausemblant, 29 April 2009
We hereby declare that to the best of our knowledge, the financial statements have been drawn up pursuant to the applicable accounting standards and
are a true reflection of the net assets, financial position and earnings of the Company and all the consolidated companies, and that the management report
on page 50 comprises a table giving accurate information on how the business, earnings and financial position of the Company and all the consolidated
companies have changed as well as a description of the main risks and contingencies faced by said Company and companies.
François Bertreau
CEO
Patrick Bataillard
Group CFO - member of the Executive Board
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2008 ANNUAL REPORT
NOTES
144

Photographic crédits: Stéphane Rambaud - Véronique Vedrenne - Jean-Claude Dortman - Green Imaging Ltd - David Green - Studio 3 - Vicente Traver Alberto Ramella - Corbis - Getty Images.