EXEL industries - 2019 Universal Registration Document

Contents2
1. Information about the Universal Registration Document7
1.1 Person responsible for the Universal Registration Document8
1.2 Responsibility statement8
1.3 Auditors8
1.4 Person responsible for the information8
2. Presentation of the Group9
2.1 History of the Group10
2.2 Simplifi ed Organization chart of EXEL Industries group at September 30, 201911
2.3 Business overview of the EXEL Industries group11
2.3.1 Group businesses and products11
2.3.2 Customers - suppliers16
2.3.3 Plant and machinery17
2.3.4 Investments21
3. Management report23
3.1 Annual highlights24
3.2 Events after the reporting period and outlook24
3.3 Research and development25
3.3.1 A culture of innovation25
3.3.2 Trademarks and patents27
3.4 Statement of Non-Financial Performance28
3.4.1 Methodology28
3.4.2 Our Business Model28
3.4.3 Our non-financial risks30
3.4.4 Actions undertaken31
3.4.5 Outcomes and performance indicators, tracked monthly40
3.4.6 Report of the Statutory Auditor appointed as independent third party on the consolidated statement of non-fi nancial performance included in the Group’s management report42
3.5 Company operations, consolidated and parent company financial statements44
3.5.1 Consolidated financial statements - Main consolidated data44
3.5.2 Statutory Accounts45
3.5.3 Analysis of trade payables and trade receivables46
3.6 Risk factors46
3.6.1 Risks connected to the sector of activity46
3.6.2 Operational risks47
3.6.3 Financial risks48
3.6.4 Other risks49
3.7 Insurance50
3.8 Exceptional items and litigation50
3.9 Information on corporate officers51
3.9.1 Compensation and benefi ts paid in the fiscal year to corporate officers of the Group51
3.9.2 Offices and positions held by each corporate officer as at September 30, 201951
3.10 Current agreements concluded under normal conditions in fiscal year 2018/201951
3.10.1 Debt waiver with a “better fortunes” (financial recovery) clause51
3.10.2 Loan agreements51
3.10.3 Cash management agreements52
3.10.4 Other current agreements52
3.11 Regulated Agreements52
3.12 Change in accounting method53
3.13 Statement of fees for Statutory Auditors and auditing services53
3.14 Parent Company results and five-year financial summary53
4. Consolidated financial statements55
4.1 Consolidated balance sheet at September 30, 201956
4.2 Consolidated income statement, period ended September 30, 201958
4.3 Consolidated statement of changes in shareholders’ equity59
4.4 Consolidated statement of cash flows60
4.5 Notes to the consolidated financial statements61
4.6 Statutory Auditors’ report on the consolidated financial statements88
5. Separate financial statements91
5.1 Balance sheet at September 30, 201992
5.2 Income statement93
5.3 Notes to the parent company financial statements94
5.4 Proposed appropriation of net income102
5.5 Statutory Auditors’ report on the Company financial statements103
5.6 Statutory Auditors’ special report on regulated agreements and commitments106
6. Report on Corporate Governance107
6.1 Offices and positions held in any company by each corporate officer during the 2018/2019 fiscal year108
6.2 Agreements concluded, directly or through a third party between, on the one hand, one of the corporate officers or one of the shareholders holding a proportion of voting rights greater than 10% in a company and, on the other hand, another company in which it owns, directly or indirectly, more than half of the capital110
6.3 Summary of authorizations in force granted by the shareholders’ Annual General Meeting relating to increases in share capital110
6.4 Corporate governance and administrative bodies of EXEL Industries SA111
6.5 Committees111
6.5.1 Audit Committee111
6.5.2 Remuneration and Appointments Committee112
6.6 Board of Directors112
6.7 Remuneration and benefi ts paid in the fi scal year to corporate officers of the Group113
6.7.1 Remuneration of non-executive corporate officers114
6.7.2 Remuneration of executive corporate officers115
6.8 Information that could be of significance in the event of a takeover bid118
6.9 Internal control and risk management procedures118
7. Information on the Company and its share capital121
7.1 General information on EXEL Industries122
7.2 Capital and Shareholders123
7.2.1 Stock market data123
7.2.2 Relations with the financial community124
7.2.3 Dividends distributed125
7.2.4 Shareholders126
7.2.5 Share repurchase program127
7.2.6 Additional information regarding the share capital128
Cross-reference table129

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