BLUE SOLUTIONS REGISTRATION DOCUMENT 2013
MANAGING BODIES COMPOSITION OF THE BOARD OF DIRECTORS AS OF MARCH 20, 2014 Vincent Bolloré Chairman of the Board of Directors Didier Marginedes Vice-Chairman Cyrille Bolloré Virginie Courtin Valérie Hortefeux Jean-Louis Milin Martine Studer GENERAL MANAGEMENT Gilles Alix Chief Executive Officers CONTENTS 2 MESSAGE FROM THE CHAIRMAN 4 KEY FIGURES 6 BLUE SOLUTIONS, A UNIQUE TECHNOLOGY FOR SMART ENERGY MANAGEMENT 8 PRODUCTS AND SERVICES, AT THE HEART OF ENERGY CHALLENGES 13 IER 14 POLYCONSEIL 15 CORPORATE SOCIAL RESPONSIBILITY 17 ANNUAL FINANCIAL REPORT
INTRODUCTION From its activity as a producer of thin paper and ultra-thin plastic films, the Bolloré Group has become an important manufacturer of components for capacitors. Capacitors serve to store electricity to start engines or for lighting. Thanks to its extensive expertise in electricity storage, the Bolloré Group has developed batteries with a unique technology, Lithium Metal Polymer (LMP ). The Group has also developed supercapacitors offering other storage qualities. At a time when energy transition and electricity storage questions became major issues, the Group was in a position to develop complete solutions from electric vehicles (Bluecar, Bluebus, Bluetram, Blueboat ) to intermittent energy storage, such as solar or wind power. Blue Solutions, which has encompassed the activities developed by the Bolloré Group for twenty years, has been a publicly traded company since October 30, 2013. 1
MESSAGE FROM THE CHAIRMAN Everywhere on the planet, energy is at the heart of economic development issues. Thanks to electricity storage solutions offered by Blue Solutions, the Bolloré Group meets the energy transition demand enabling theconservation of clean, renewable energy. They also enable electric vehicles to have a wider range. Blue Solutions initial public offering, in October 2013, marked an important step in its history. VINCENT BOLLORÉ, CHAIRMAN 2
MESSAGE FROM THE CHAIRMAN 2013 was an important year in the development of Blue Solutions, a subsidiary of the Bolloré Group specialized in energy storage. After more than twenty years of research and development, it is with great pride that in September 2013 Blue Solutions inaugurated a new LMP battery production factory in Brittany, in the presence of the President of the French Republic. This new factory brings Blue Solutions annual production capacity in Brittany to 150 megawatt hours (MWh), or 5,000 30-kWh batteries. With the factory in Canada, the annual production capacity is now 300 MWh (which will be brought to 1 GWh by 2020, or the equivalent of 32,500 batteries). This development will have initially enabled the recruitment of 175 technicians and will concern 500 new people in the future. 2013 also saw the Initial Public Offering of 10% of Blue Solutions capital on October 30. On the same day, the security grew 45% compared to its initial price. The demand was 15 times oversubscribed and the company s market capitalization reached 554 million euros on December 31, 2013. This success enabled Blue Solutions to gain visibility and make the Lithium Metal Polymer battery, its revolutionary technology, known worldwide. Today, the value has increased significantly. 2013 was also a critical year for mobile applications using Blue Solutions electric batteries. Autolib, the fully electric car-sharing service in Île-de-France region, is a real success: as of the end of December 2013, in total, 140,000 people have subscribed to the service since its launch and an average of 300,000 rentals per month have been made. This experience, which has proven the reliability and sturdiness of the LMP batteries used under difficult conditions, has generated considerable interest from other large towns. After observing the success of Autolib, the Greater Lyon area and the Bordeaux Urban Community launched the new innovative and ecological services of Bluely and Bluecub, and made them available to their residents. Through these car-sharing services, the Bolloré Group has introduced nearly 3,000 electric vehicles and deployed a network of 5,000 charging stations in France. In Abidjan (Republic of Côte d Ivoire), Yaoundé (Cameroon) and Angkor (Cambodia), solar energy storage solutions in partnership with Total, relying on LMP batteries for energy independence for buildings and vehicles (Bluebus and Bluecar ), were successfully tested during the year. Blue Solutions also worked on creating a complete solution to produce, store and distribute clean, free, decentrali zed electricity from solar energy. Photovoltaic panels are connected to LMP batteries that power train stations, but also multifunctional platforms, known as Blue Zones, which will be able to accommodate schools, health care centers, sports activities, etc. All these major investments must now show proof of their long-term resistance. That is the industrial and financial challenge that our company has set for itself. If it succeeds, Blue Solutions can make a major contribution to energy transition and ecology. 3
KEY FIGURES Turnover of more than 47 million euros More than 300 employees in France and Canada A portfolio of 1,000 patents filed by Blue Solutions and Blue Solutions Canada A production capacity of 300 MWh equivalent to 10,000 batteries A lifetime in excess of 3,000 cycles KEY DATES 2001 Creation of Batscap, which groups together the production of Lithium Metal Polymer (LMP ) batteries and supercapacitors. 2004 Development of the Bluecar, a prototype electric vehicle that runs on LMP batteries. 2007-2008 Partnerships with Pininfarina for the manufacture of Bluecar vehicles and Gruau for the manufacture of electric buses. 2009 Installation of the Ergué-Gabéric (Brittany) production units and inauguration of the Boucherville (Canada) factory. 2011 Launch of Autolib in Paris. 2013 New car-sharing projects in Lyon, Bordeaux and Indianapolis. Partnerships with Total in photovoltaic panel solutions (Bluesun). Pilot projects in stationary applications. 4
KEY FIGURES INCOME STATEMENT (in millions of euros) 2013 2012 2011 Turnover 47.4 61.7 25.6 EBITDA (1) (13.2) (7.7) (21.3) Net operating income (28.0) (18.0) (28.7) Net financial income (7.8) (4.6) (1.4) Share in net income of associates 0.1 0.1 0.1 Taxes 0.0 TOTAL NET INCOME (35.7) (22.4) (29.9) of which Group s share (35.7) (22.4) (29.9) (1) EBITDA is not a standardized accounting measure. It corresponds to the consolidated net operating income excluding net depreciation, amortization and provisions. BALANCE SHEET (in millions of euros) 12/31/2013 12/31/2012 12/31/2011 Shareholders equity 139.2 (32.3) (117.1) Shareholders equity, Group s share 139.2 (32.3) (117.1) Net indebtedness 21.9 176.5 220.1 INDICATOR 2013 2012 2011 Number of batteries delivered 1,051 (1) 1,413 1,438 (1) 30-kWh equivalent. CHANGES IN THE SHARE PRICE SINCE THE INITIAL PUBLIC OFFERING (in euros) Blue Solutions share price 28 27 26 25 24 23 22 21 20 19 18 17 16 15 14 October 30, 2013 IPO November 26, 2013 December 24, 2013 January 24, 2014 February 21, 2014 March 21, 2014 April 21, 2014 5
BLUE SOLUTIONS A unique technology for smart energy management Blue Solutions develops and produces supercapacitors and batteries based on the Lithium Metal Polymer (LMP ) technology which it owns, in order to integrate them in onboard or stationary applications. Blue Solutions has three battery production factories: two in Brittany and one in Canada. The new LMP battery factory at the Ergué-Gabéric site in Quimper, inaugurated in September 2013, and the current expansion of the factory in Canada will considerably reinforce the battery production capacity, for which the natural outlets are in the applications de veloped by Blue Applications. Blue Solutions thus has an annual production capacity of 300 MWh, equivalent to 10,000 30-kWh batteries, which will be brought to about 1 GWh, or the equivalent of 32,500 batteries, by 2019-2020. A unique technology The LMP technology is the culmination of an ambitious research and development program that was started more than twenty years ago. Composed of thin films made by extrusion techniques in which the Bolloré Group has signific ant experience, LMP batteries are characterized by their power, high energy density, and safety in use. They make it possible to offer incomparable independence and are unaffected by climatic changes. These are dry batteries (meaning completely solid ), which gives them a number of advant ages, in particular in terms of safety. The solid electrolyte limits the risk of local pollution in case of accident or compromise of the integrity of the battery pack. These batteries can satisfy many markets and meet two main energy transition issues: the development of clean transportation and smart energy management. Blue Solutions owns the intellectual property rights that allow it to make and sell batteries that incorporate LMP technology. A well-understood, protected, complex industrial process that enables rapid manufacturing The manufacturing process of ultra-thin films in LMP bat teries is based on extrusion. Exploiting the know-how de veloped by the Bolloré Group in the production of ultrathin films, this process confers a number of advantages on Blue Solutions in terms of manufacturing and increasing battery production capacity: q it is a clean process that makes no use of pollutants or solvents during the battery s manufacture, thus protecting workers and the environment; q this manufacturing process enables Blue Solutions to produce consistent quality films to go into the battery despite the constraints posed by their thinness; q this process enables rapid manufacturing since it makes high production yields possible. Blue Solutions has been able to develop and design the major elements in the battery manufacturing process to make them as automated as possible. The automation of production limits the risk of error caused by human manipulation. Some of the machinery in Blue Solutions battery production line turned out to be innovations that the company would patent. Environmentally friendly battery design The LMP battery contains no solvents, an advantage in terms of environmental protection and which facilitates recycling. For the user, the absence of solvents reduces the risk of gases being released or of a thermal event in the battery 6
BLUE SOLUTIONS 2013 FIGURES NUMBER OF FACTORIES: 3 ANNUAL PRODUCTION CAPACITY: 10,000 30-kWh batteries 2013 KEY FIGURES: 47.4 million euros 2013 NET INVESTMENTS: 17.0 million euros HEADCOUNT: 309 people pack, even in the event of high heat or high power demand. The LMP battery contains no rare earths. The elements going into the battery are copper, lithium, a polymer (polyoxyethylene), lithium salts, iron phosphate and carbon, all raw materials reliably procurable from natural resources. Battery design combining performance and reliability The basic cell of the battery is a large-size cell with an energy capacity comparable to a lead-based battery in a combustion engine car. This high capacity makes it possible to reduce the number of elements in each battery. This process thus makes it possible to reduce the number of connections necessary between the components. By optimizing the size of the cell and limiting the number of connections, the costs of the batteries are reduced while reliability is increased, particularly in onboard applications facing harsh environments in terms of vibrations or changing weather conditions. The internal operating temperature of the LMP battery runs between 60 and 80 C. Considerable work was done on the battery s packaging to limit the impact of outside conditions. Thus the LMP battery is relatively insensitive to outside temperature conditions, which gives Blue Solutions a competitive advantage in such applications as electric buses with flat floors (the batteries being located on the roof). 7
MOBILE AND STATIONARY APPLICATIONS Products and services at the heart of energy challenges The applications developed from Blue Solutions batteries and supercapacitors are used in mobile as well as stationary applications. BLUECAR Bluecar develops, produces and sells electric cars that use LMP batteries. Since 2005, the Group has partnered with the famous Turin coachbuilder Pininfarina, a synonym for excellence in automotive design, to create the first concept car, the B0 Bluecar model. The current version of the Bluecar is heavily inspired by this design while having been adapted to industrial production constraints. Bluecar represents the future of the automotive industry: a safe and silent, fully-electric, clean vehicle. The convergence of these innovations in the Bluecar design gives it the largest autonomy on the market for an electric four-seat town car: 250 kilometers under normal city driving conditions. In 2012, Bluecar was the most registered electric vehicle in France with 1,543 units (source: Automobile Propre), or close to 30% of the total number in France. In 2013, Bluecar registered 658 vehicles for car-sharing services and also for individuals and businesses that wished to purchase electric vehicles. Bluecar has developed power electronics dedicated to the LMP battery to obtain the best possible yield from the engine. At the same time, everything has been done in the design of the body and frame of the car to take into account the constraints associated with the use of a battery as a traction energy reservoir: q the positioning of the battery, between the two axles, under the seats, offers optimum mass distribution and secure road handling; q the frame is made of steel and aluminum, giving Bluecar its lightness but maintaining maximum rigidity; q the Bluecar s body is made completely of aluminum, which limits its weight to 1,150 kg integrating the 300-kg LMP battery. 8
MOBILE AND STATIONARY APPLICATIONS AUTOLIB On December 5, 2011, the Bolloré Group launched the Autolib service in Paris and 46 communities in the Île-de- France region. Autolib is the first all-electric, flexible drop-off (not requiring a return to the point of departure) car-sharing service. A smart service Value-added services are offered to the customer, who can subscribe to the service directly over the Internet or at a subscription terminal, with assistance from a tele-advisor by videoconference. Once subscribed, the customer can use an advance reservation system, both for the car (within thirty minutes) and for the parking spot at the other end (within ninety minutes). Reservation services are also available on cell phone and from the onboard computer in the Bluecar. Autolib offers dedicated subscriptions to private individuals and professionals. After two years of use, the LMP battery performance has been unaffected by climatic conditions, the number of users, and whether city or suburban driving. In intensive use, the LMP battery has proven its sturdiness, reliability, solid technology and durability. Since the service was launched, Autolib users have covered more than 40 million kilometers including more than 24 million in 2013. Figures at December 31, 2013: q fleet of vehicles in service: 2,010 q number of stations deployed: 857 q number of premium subscribers: 40,600 q number of rentals of vehicles during the fiscal year: 2,664,000 q number of cumulative rentals since the launch: 4,805,855 9
MOBILE AND STATIONARY APPLICATIONS Bluecarsharing designs and develops car-sharing services worldwide. In 2013, Bluecarsharing achieved many successes: deployment of Bluely services in Lyon, Bluecub in Bordeaux and signing of a memorandum of understanding with the city of Indianapolis for the installation of a car-sharing service. Bluely, a subsidiary of Bluecarsharing, operates the car-sharing service in the Greater Lyon area, launched on October 10, 2013. Figures at December 31, 2013: q 51 stations spread across Lyon and Villeurbanne q 252 charging stations q 130 Bluecar vehicles q 630 subscriptions sold including 355 premium subscriptions more than 4,000 rentals were made q BLUELY BLUECUB Bluecub is the subsidiary of Bluecarsharing that operates the Autolib type car-sharing service developed by Bluecarsharing in the Bordeaux Urban Community. The Bluecub was launched in beta testing form for the Bordeaux population in December 2013. The commercial launch of the service took place on January 9, 2014. BLUEBUS Bluebus is a unique urban and suburban clean public transportation system using LMP batteries produced by Blue Solutions, used today in the public transportation network for sites as varied as Tours, Laval, Reunion Island, Rambouillet, Grenoble, Marseille, and the grand duchy of Luxembourg, as well as for the transport service for the Mont-Saint-Michel site. It is a short bus, 5.40 meters long, that can hold 22 passengers. The Bluebus s efficiency is also reinforced by the use of energy recovery systems while braking, which favors recharging during use. The onboard energy stored by the LMP batteries provides a 120-km range. The characteristics of the Bluebus and the LMP batteries enable the installation of the latter on the roof, thus improving the vehicle s safety and mobility as well as the accessibility for disabled persons since there is a very low floor. A similarly designed bus that can hold 35 to 40 passengers intended for suburban markets and twice as autonomous is currently being studied. 10
MOBILE AND STATIONARY APPLICATIONS BLUEBOAT Clean waterway transportation, the development of protected marine areas, water shuttles and pollution cleanup boats are also emerging markets where Blue Solutions, together with Blue Applications, has been developing expertise using its transportation solutions, batteries and powertrains. BLUETRAM Bluetram is a company whose purpose is to develop, sell and operate tramway lines relying on energy storage solutions from Blue Solutions: supercapacitors and LMP batteries. Bluetram is a new concept in public transportation, currently being developed. The Bluetram, using supercapacitors to store enough electricity to travel more than a kilometer without additional electricity from overhead power cables and without rails, recharges at each stopping station while users get on and off. As a result, the cost is five to ten times lower than a traditional tramway line. BLUESTORAGE Bluestorage is developing a line of energy storage solutions from a few kwh to several MWh of stored energy, intended for a variety of end-users: electricity consumers (individuals and businesses, etc.) and the players in the electrical networks. For individuals and businesses, the solutions developed by Bluestorage will make it possible to offset intermittencies in the network (electrical breakdowns) and improve energy consumption management. The solutions developed by Bluestorage for companies in the electrical network will make it possible to improve economic performance of solar and wind farms by aligning electricity production periods with peak consumption periods. Bluestorage is also developing solutions to better integrate renewable energy in the network, by offering frequency regulation services and strengthening the capacit ies and reliability of electrical networks. Bluestorage created a subsidiary, BlueElec, whose objective is to develop and operate energy storage solutions making it possible to optimize the ability to reduce consumption. The main markets targeted by BlueElec are the industrial and residential load shedding markets. Finally, Bluestorage developed the Bluehouse, a building that is completely energy self-sufficient, using solar panels installed on the roof and LMP batteries. The Bluehouse is also able to produce treated drinking water. 11
MOBILE AND STATIONARY APPLICATIONS BLUESUN Bluesun is a joint subsidiary set up by Bluestorage and Total Énergie Développement, which gives access to latest-generation solar panels produced by Sunpower. These panels are combined with classic generating equipment and storage devices offered on the market by Bluestorage. Bluesun is developing stationary as well as transportation solutions: q 100% green public transportation: Bluesun has de veloped a 100% green public transportation concept relying on solar panels, stationary LMP batteries and Bluebus vehicles. This concept has already been deployed and is operated on the Cocody Campus, in Abidjan, in Republic of Côte d Ivoire, in Yaoundé, in Cameroon, and on the site of the Angkor temples, in Cambodia; q q solar recharging for electric vehicles; car-sharing system with solar recharging stations. The Bluehouse with an example of a building dedicated to education BLUEELEC BlueElec is a subsidiary of Bluestorage, whose mission is to be an operator on the electricity exchange markets. 12
IER IER is the leading provider of solutions designed to optimize and secure the flow of goods and persons. IER has developed terminals, self-service terminals and identification and geopositioning systems that have recently made it a key player in the car-sharing market. Self-service terminals IER is world leader in the design, manufacture and marketing of terminals for large transportation networks (air, rail and sea), as well as ticketing and consultation terminals available to users of certain public services (La Poste, CMAF). IER has recently launched two new products to meet market needs: q a baggage registration terminal for airports; q a self-service payment terminal designed for small and medium-sized retail outlets, allowing a significant time saving for customers in city centers. Automatic identification IER designs, develops and integrates identification, traceability and mobility solutions for use by logistics operators, industry and large retailers. Its expertise in all the technologies, especially RFID, has made IER a benchmark in integration and service. At December 31, 2013, through the Autolib, Bluely and Bluecub car-sharing services, IER had deployed more than 5,000 charging terminals in Paris, Lyon and Bordeaux, i.e. the largest network of charging terminals in Europe. In addition, IER has deployed more than 800 rental terminals as well as about a hundred subscription terminals operating by videoconference. IER has also developed onboard computer solutions for the Bluecar vehicles, as well as the appropriate management tools. In 2013, IER exported its know-how in managing charging station fleets when it was awarded the management contract for the Source London network. Finally, IER also offers electronic speech hardware and software for the paperless, automated processing of infractions. New mobilities With its expertise in the field of terminals and developments in automatic identification solutions, IER has become a major player in new mobility solutions for transportation, and especially electric car-sharing systems. 13
POLYCONSEIL Polyconseil, created in 1989, offers end-to-end IT solutions ranging from strategic planning (opportunity, feasibility, definition and strategy studies) to operations and results monitoring, including project steering and implementation. Its team of consultants, consisting of 80 people, creates value from its experience in managing complex projects and from a team of 60 advanced engineers in telecommunications, Internet, M2M (machine to machine) technologies, and the management and supervision of electrical energy. Markets Besides the Smart Cities practice, working on the Autolib project, Polyconseil s staff has developed expertise in the telecom, media and emerging markets. Smart Cities As a specialist in new technologies and digital services, Polyconseil assists its public and private partners with issues involving smart mobility, smart grids, digital regional development, innovative services for municipalities, onboard connectivity and communicating vehicles. Polyconseil s mission under the Autolib project was to guide the entire project of creating the Autolib car-sharing operation. Since the service first opened to the public, Polyconseil has been involved in the expansion of Autolib and its operations in France (Bluely in Lyon, Bluecub in Bordeaux) and internationally. It guides Autolib s technology decisions in becoming a leader in smart mobility. In addition, Polyconseil is heavily involved in expanding the activities of Blue Solutions and Blue Applications. It has re sponsibility, for example, for creating BlueElec, an integrated energy company offering innovative energy management solutions. Drawing on its expertise in strategic and business research, its understanding of the energy issues in France, Europe and abroad, and its familiarity with the regulatory framework of the various countries, Polyconseil works with Blue Solutions on: q identifying strategic opportunities to create value from its electrical storage capabilities on these various markets; q creating its roadmap to becoming the undisputed leader in storage, energy management and incorporation of renewable energy sources; q designing its value proposition to consumers, businesses, energy producers and municipalities. Polyconseil s other sectors of expertise are telecommunications, media strategy and emerging markets. 14
CORPORATE SOCIAL RESPONSIBILITY Corporate social responsibility The Bolloré Group s corporate social responsibility policy is based on four main areas with a common core: sharing common values; developing and revealing talents; producing and innovating sustainably; taking action for local development. Sharing common values The Group s ethical commitments, a critical prerequisite to good governance, demonstrate its desire to develop and maintain the trusting relationships necessary to sustain its business activities long-term. This ethics policy implemented by the Group assumes that economic development is always associated with behavior above reproach. In order to ensure compliance with these commitments by all, the Group relies on an effective and consistent ethics organization, made up of: q an Ethics Committee, which defines and coordinates the implementation of the Group s ethics policy; q a Group Ethics Manager, whose role is to provide ongoing advice to senior management, and who coordinates the network of Ethics Managers and compliance officers at the division level; q a network of Ethics Managers and compliance officers at the division level, whose main role is to monitor compliance with the rules and principles contained in the codes of conduct and to ensure their implementation in their respect ive companies; q an alert system enabling employees to point out, to an authorized member of staff, any dysfunctions or irregularities they may notice within the company which they consider could pose a serious risk to the business. Developing and revealing talents The Bolloré Group s financial performance is based on the commitment of the women and men who work to achieve it. Its social policy is demonstrated accordingly through five major commitments: q ensuring and monitoring the health of all employees; q anticipating changes in the business lines, developing skills and promoting local talents; q supporting organizational changes and encouraging mobility within the Group; q integrating diversity in all forms and guaranteeing equal opportunity throughout employees careers; q encouraging dialog with the workforce, employee involve - ment and commitment. Faced with different challenges such as employees growing expectations and the shortage of certain technical skills, the Group is involved as an economic and social player. This in particular has resulted in: q a health and welfare policy that offers employees effect ive guarantees; q a training policy that addresses both current operational needs and the future strategic development of our businesses; q advice and assistance for our managers to develop their managerial skills; q strengthening of skills that are critical to the ongoing development of our businesses. Producing and innovating sustainably Three strong commitments: Preventing and reducing the impact of its activities To run its businesses responsibly it must, above all else, manage the risks that are associated with them. The risk mapping exercise performed in 2008 for the Group enabled us to identify priority risks for each division and consolidate risk management procedures at Group level while taking into account the diversity of the Group s businesses. The identified risks were validated and assessed, by the Management Committee of each division, in terms of their impact, frequency and level of management required. The action plans arising from this risk analysis have transformed what may have appeared to be a constraint into an opportunity for development, both technological and financial, of the Group s businesses. 15
CORPORATE SOCIAL RESPONSIBILITY Integrating environmental performance in the Group s overall strategy The Bolloré Group attaches great importance to reducing the environmental impact of its business activities. Blue Solutions activity meets two environmental challenges: the development of clean transportation and energy management. The Group has integrated an ambitious environmental policy for a number of years, relating to its transportation and oil logistics activities. Innovate to anticipate new environmental requirements Energy constraints, climate change and scarcity of resources are all factors that now heavily influence clients consumption patterns. Innovation has always been an essential component of the Group s corporate culture. For more than twenty years, it has invested in an electrical energy storage research and development program. Through this program, two innovative energy storage technologies have been developed: the LMP battery and supercapacitors. The Group therefore focuses its research efforts on perfecting products and services that can address new environmental challenges. Taking action for local development A societal policy structured around three commitments: q establishing listening, discussions and collaboration with stakeholders; q strengthening the local presence of the Group s activities; q promoting the joint commitment of employees. PHOTO CREDITS: Photo libraries: Bolloré, Blue Solutions, IER ; Pascal Anziani. Chairman s portrait: Eric Piermont/AFP, X. 16
ANNUAL FINANCIAL REPORT
CONTENTS 1. Persons responsible 20 2. Names of the Statutory Auditors 20 3. Selected financial information 21 4. Risk factors 23 Risk analysis, risk specific to activities, legal risk, insurance 5. Information about the issuer 34 History and changes in of the company Investments 6. Business overview 35 7. Organization chart 67 Description, main subsidiaries 8. Property, plant and equipment 69 9. Financial and operating income review 72 10. Liquidity and capital resources 74 11. Research and development, patents and licenses 75 12. Trend information 77 13. Profit forecasts or estimates 78 14. Governing and senior management bodies 78 Information on the governing and management bodies 15. Executive compensation and benefits 86 16. Functioning of the Board and management 90 Terms of office of directors, Audit Committee, corporate governance regime and organization of the Board s work 17. Corporate social responsibility 92 18. Major shareholders 101 Information on shareholder base at December 31, 2013, voting rights, issuer s control and agreements that may result in change of control 19. Related-party transactions 102 18
CONTENTS 20. Financial information concerning the issuer s assets and liabilities, financial position, and operating income 102 Information incorporated by reference 102 Pro forma financial information 102 Consolidated financial statements at December 31, 2013 103 Separate financial statements at December 31, 2013 137 Dividend distribution policy 153 21. Additional information 155 Information on capital, incorporating instruments and articles of association 22. Significant contracts 158 23. Information provided by third parties, statements by experts and declarations of interest 163 24. Documents on display 163 25. Information on shareholdings 163 Appendix 165 Tables of correspondence between the management report and the Blue Solutions registration document 166 Cross-reference table between the registration document and the annual financial report 167 Cross-reference table 168 Chairman s report on the composition of the Board of Directors and the conditions for the preparation and organization of its work, and on the internal control and risk management procedures implemented by the company 170 Statutory Auditor s report on the financial statements established in accordance with article L. 225-235 of the French Commercial Code on the Report by the Chairman of the Board of Directors of Blue Solutions 178 Statutory Auditor s special report on regulated agreements and commitments with related parties 179 Agenda of the Ordinary General Meeting of June 5, 2014 182 Presentation of resolutions to the Ordinary General Meeting 182 Resolutions presented to the Ordinary General Meeting of June 5, 2014 184 19
1. PERSONS RESPONSIBLE OFFICER RESPONSIBLE FOR THE REGISTRATION DOCUMENT Gilles Alix, Chief Executive, Blue Solutions. CERTIFICATION GIVEN BY THE OFFICER RESPONSIBLE FOR THE REGISTRATION DOCUMENT CERTIFICATION GIVEN BY THE CHIEF EXECUTIVE OF BLUE SOLUTIONS To the best of my knowledge and having taken all reasonable measures for such purpose, I certify that the information contained herein gives a true and fair view of the facts and that no material information has been omitted. I certify that, to the best of my knowledge, the financial statements were prepared in compliance with applicable accounting standards and are a true representation of the assets, financial position and earnings of the company and all the consolidated companies, and that the management report appearing on page 166 accurately presents the changes in sales, earnings and financial position of the company and of all consolidated companies and fairly portrays the chief risks and uncertainties these companies face. I have obtained from the Statutory Auditors a completion letter (lettre de fin de travaux) in which they state that they have verified the information concerning the financial position and accounts herein, and have carried out a review of the entire registration document. Puteaux April 30, 2014 Gilles Alix 2. NAMES OF STATUTORY AUDITORS PRINCIPAL STATUTORY AUDITORS Constantin Associés 185, avenue Charles-de-Gaulle 92200 Neuilly-sur-Seine France Represented by Jean-Paul Séguret A member of the Versailles Regional Institute of Statutory Auditors. Date of first appointment: December 11, 1998. Renewal of term: Ordinary General Meeting of June 17, 2010. Term of office: six years. Expiration date of term: end of the Ordinary General Meeting called to approve the financial statements for the financial year ended December 31, 2015. AEG Finances 100, rue de Courcelles 75017 Paris France Represented by Jean-François Baloteaud A member of the Paris Regional Institute of Statutory Auditors. Date of first appointment: June 14, 2013. Term of office: six years. Expiration date of term: end of the Ordinary General Meeting called to approve the financial statements for the financial year ended December 31, 2018. ALTERNATE STATUTORY AUDITORS Cisane 185, avenue Charles-de-Gaulle 92524 Neuilly-sur-Seine France A member of the Versailles Regional Institute of Statutory Auditors. Date of first appointment: June 17, 2010. Term of office: six years. Expiration date of term: end of the Ordinary General Meeting called to approve the financial statements for the financial year ended December 31, 2015. Institut de gestion et d expertise comptable IGEC 3, rue Léon-Jost 75017 Paris France A member of the Paris Regional Institute of Statutory Auditors. Date of first appointment: June 14, 2013. Term of office: six years. Expiration date of term: end of the Ordinary General Meeting called to approve the financial statements for the financial year ended December 31, 2018. 20 2. NAMES OF STATUTORY AUDITORS
3. SELECTED FINANCIAL INFORMATION 3.1. BLUE SOLUTIONS CONSOLIDATED INCOME STATEMENT (in millions of euros) 2013 2012 2011 Turnover 47.4 61.7 25.6 EBITDA (1) (13.2) (7.7) (21.3) Operating income (28.0) (18.0) (28.7) Financial income (7.8) (4.6) (1.4) Share in net income of associates 0.1 0.1 0.1 Taxes 0.0 TOTAL NET INCOME (35.7) (22.4) (29.9) of which Group s share (35.7) (22.4) (29.9) (1) EBITDA is not a standardized accounting measure. It corresponds to the consolidated net operating income excluding net depreciation, amortization and provisions. CONSOLIDATED BALANCE SHEET (in millions of euros) 12/31/2013 12/31/2012 12/31/2011 Shareholders equity 139.2 (32.3) (117.1) Shareholders equity, Group's share 139.2 (32.3) (117.1) Net indebtedness 21.9 176.5 220.1 INDICATOR 2013 2012 2011 Number of batteries delivered 1,051 (1) 1,413 1,438 (1) 30-kWh equivalent. 3. SELECTED FINANCIAL INFORMATION 21
3.2. BLUE APPLICATIONS For the year ended December 31 (in thousands of euros) 2013 2012 Bluecarsharing, Bluecar, Autolib (1) Turnover 19,746 (2) 7,204 (2) Operating income (77,694) (127,025) Bluebus (3) Turnover 5,424 (4) 8,403 (4) Operating income (6,794) (5,042) Blueboat (3) Turnover 0 0 Operating income (5) (9) Bluetram (3) Turnover 0 0 Operating income (6) (9) Bluestorage (5) Turnover 0 0 Operating income (8,629) (24) IER (5) Turnover 132,935 (6) 144,558 (6) Operating income 1,868 3,583 Polyconseil (3) Turnover 17,048 (7) 15,360 (7) Operating income 4,285 4,990 (1) Combined data under IFRS (not audited). In 2012 and 2013 does not include the 36 million euro in subsidies paid by Bluecar to Blue Solutions, recorded as equity. (2) Including 68 thousand euros at December 31, 2013 and 53 thousand euros at December 31, 2012 realized with other Blue Applications entities. (3) Data from the separate financial statements audited according to French standards. (4) At December 31, 2012, this turnover was not realized with any of the entities comprising Blue Solutions and Blue Applications. As at December 31, 2013, 548 thousand euros were realized with entities comprising Blue Solutions and Blue Applications. (5) Data from the consolidated financial statements under IFRS (not audited). (6) Including 18,995 thousand euros at December 31, 2013 and 24,720 thousand euros at December 31, 2012 realized with other Blue Applications entities, and 408 thousand euros at December 31, 2013 and 490 thousand euros at December 31, 2012 realized with Blue Solutions. (7) Including 10,086 thousand euros at December 31, 2013 and 10,651 thousand euros at December 31, 2012 realized with other entities of Blue Applications. 22 3. SELECTED FINANCIAL INFORMATION
4. RISK FACTORS These risks are those which Blue Solutions deems likely to have an adverse material effect on Blue Solutions, its activity, its financial position, its results or outlook, and that are important to know. 4.1. RISKS RELATED TO THE TECHNOLOGY CHOICES AND BUSINESS OF BLUE SOLUTIONS 4.1.1. BLUE SOLUTIONS CANNOT GUARANTEE THAT THE TECHNOLOGIES THAT IT DEVELOPS, IN PARTICULAR THE LITHIUM METAL POLYMER (LMP ) BATTERIES, SHALL EXPERIENCE THE SUCCESS THAT BLUE SOLUTIONS ANTICIPATES AND OTHER EXISTING OR FUTURE TECHNOLOGIES COULD TURN OUT TO BE MORE EFFICIENT Blue Solutions manufactures and sells electric batteries and supercapacitors the development of which has required significant investments. Even though it is confident about the prospects offered by these new activities, Blue Solutions remains prudent, given the technological risk that such investments may present. The Bolloré Group has invested heavily in the development of batteries based on the lithium metal polymer (LMP ) technology that Blue Solutions believes it is the only company to develop, as well as high-performance supercapacitors. Blue Solutions bases its strategy and objectives on these technologies. The LMP batteries and supercapacitors are, on the date of this document, the only technologies developed by Blue Solutions. Blue Solutions considers that LMP technology has advantages over other existing technologies and that it is in a position to meet the needs of potential clients in different sectors of activity, in particular in the emerging sectors of electrical vehicles and storage batteries. However, the developments and needs of the markets concerned by the products sold or to be sold may not correspond to Blue Solutions expectations. Blue Solutions can thus not guarantee that its products will meet the expectations of its potential clients, nor guarantee the success of its technologies and its capacity to make them indispensable on the aforementioned markets. Moreover, different existing or future technologies may meet the same needs as those covered by the technologies from Blue Solutions. Blue Solutions cannot guarantee the competitiveness of its products against products developed based on these other technologies. If the technologies adopted by Blue Solutions are superseded by other technologies, Blue Solutions activities and results may be adversely affected. In addition, should Blue Solutions technologies not be as successful as expected and in the absence of alternative solutions developed by Blue Solutions, the deployment of new or improved technologies would require significant investments and time. Any inability of Blue Solutions or Blue Applications to develop new or improved technologies, or to react to the changes impacting the existing technologies, could significantly delay the development and sale of new products by Blue Solutions, which could result in a loss of competitiveness, turnover and market shares in favor of its competitors. In the event that one or more of the risks described above should occur, this may have an adverse material effect on the financial and operating results of or the outlook for Blue Solutions. 4.1.2. THE ENERGY STORAGE MARKET AND ITS APPLICATIONS DEPEND ON PUBLIC POLICIES The activities associated with energy storage are currently favorably influenced by national and international public policies supporting clean energy, either through favorable purchasing prices, tax credits, subsidies or other incentives, as well as by rules relating to the environment, such as standards for the reduction of CO 2 emissions. The energy storage applications market is also influenced by these policies. As an example, in France, since November 1, 2013, a subsidy of 6,300 euros (including taxes) is made for the purchase of an electric vehicle. Moreover, the German State gives subsidies for individuals to install batteries in their homes. Challenging or changing these mechanisms could have an adverse material effect on the market for these products. The reduction in tax revenue resulting from the economic crisis and slowdown could negatively impact the amount of public funds available to implement such policies that support energy storage solutions. In difficult economic times, public policies in favor of energy storage solutions might not be considered priority or might be abandoned, in particular due to the perception that too much investment and time are required. Moreover, the public policies currently in place could be replaced by less favorable measures. Such events could have a material adverse effect on the activity, financial position, results or outlook for Blue Solutions. 4.1.3. BLUE SOLUTIONS ACTIVITIES DEPEND, IN PARTICULAR, ON THE COMPETITIVENESS OF ELECTRICAL ENERGY COMPARED WITH TRADITIONAL FOSSIL FUELS (OIL AND GAS) OR ALTERNATIVE TECHNOLOGIES (LPG AND BIOFUELS) The development of certain markets in which Blue Solutions has invested the success of its activities will depend in particular on the competitiveness of the production of electrical energy versus traditional fossil fuel sources. This competitiveness will depend notably on the investments and costs necessary for the production of energy, the price fluctuations, raw materials supply and/or fossil fuel supply conditions (oil and natural gas, for example). In the field of renewable energy, the production of electricity may thus require investments and significant costs. If these investments and costs are higher than those required in the production of energy using fossil fuels, Blue Solutions activity could be affected. In terms of mobile applications, the growing demand for batteries for electric vehicles is also linked to the instability of the price of oil over recent years and regulations and policies intended to promote alternative energy sources. A significant decrease in the price of energy from fossil fuels and/or a medium- or long-term decrease in the price of gasoline could impact the policies and governmental and private initiatives in favor of alternative energy, as well as the perception of the economic interest of such energy by end consumers. Moreover, the significant development of alternative technologies, such as modern diesel, ethanol, fuel cell energy (hydrogen fuel cells), compressed natural gas, or improvements in the combustion engine could reduce the existing interest for completely electric vehicles and have an adverse material effect on the activities and outlook of Blue Solutions. The success of the products and solutions developed by Blue Solutions depends in particular on its capacity to offer batteries with better technical characteristics and more competitive pricing than traditional fossil fuel energy or more recently developed alternative technologies. Finally, the competitiveness of electrical energy compared to traditional fossil energy or more recent technologies will also depend on national and international regulations, and specifically in terms of taxation. Taxes on electrical energy could affect its competitiveness compared to other energies and thus have an impact on Blue Solutions activities. Any change in the factors described above could result in a decrease in the demand for batteries for mobile or stationary applications and have an adverse material effect on the activity, financial position, results or outlook of Blue Solutions. 4. RISK FACTORS 23
4.1.4. ENERGY STORAGE SOLUTIONS AND, MORE SPECIFICALLY, THE TECHNOLOGIES DEVELOPED BY BLUE SOLUTIONS MIGHT NOT BE ACCEPTED BY THE MARKET The development and success of Blue Solutions activities depends on the acceptance by the market of energy storage solutions that it is developing and selling in the fields of mobility (in particular electric vehicles) or stationary uses. Blue Solutions cannot guarantee that the energy storage solutions that it sells or that are sold by other players in the sector will meet the needs of the market or potential clients. Insofar as the energy storage market is in development, acceptance of the products and solutions offered will depend on different factors including pricing conditions, applicable regulations, the services offered, and the perception by the market of the technologies offered, notably in terms of price, quality, performance and safety. Blue Solutions has a unique position on the market, as a pioneer of LMP technology and must, as such, introduce its clients to using its solutions and integrating them in their energy production systems. However, adequately meeting the needs of clients and acceptance of LMP batteries by the market remains uncertain insofar as this market is in a relatively early stage of development. Such acceptance is directly associated with the current and future perceptions of end consumers with respect to LMP batteries, in particular in terms of reliability, cost and safety. Moreover, end consumer confidence in the reliability of the LMP technology could be altered by technical incidents involving the LMP batteries but also, more indirectly, involving products and services offered by Blue Applications and even products using competing technologies. In particular, in the field of mobility, the development of electric vehicles and their ability to adequately respond to consumers needs and habits are mainly limited by the dual need to use, firstly, batteries that have adequate autonomy, and subsequently to ensure that charging infrastructures are available. Due to these factors, Blue Solutions considers that electrical vehicles constitute a means of transportation adapted to urban areas, but cannot guarantee that the market will develop. In the event that one or more of the risks described above should occur, this may have an adverse material effect on the financial and operating results of or the outlook for Blue Solutions. 4.1.5. DIFFICULTIES WITHIN THE AUTOMOBILE INDUSTRY COULD IMPACT THE ACTIVITIES OF BLUE SOLUTIONS AND BLUE APPLICATIONS A part of Blue Solutions and Blue Applications activities is related to the automotive industry and could be affected by difficulties that the latter could encounter. On the date of this document, Blue Solutions activities and the assumptions used to establish its business plans and objectives do not include establishing commercial relations with automotive industry players to sell its batteries and supercapacitors. However, if its batteries and supercapacitors are sold to automotive manufacturers, Blue Solutions could be impacted by economic difficulties encountered by the players in this industry, which are uncertain and difficult to anticipate. These difficulties could jeopardize orders for products and solutions or medium- and long-term partnerships, reduce expenses allocated for developing alternative energy solutions for the automotive market, and cause delays or cancellations in the development or sale of hybrid and electric vehicles or new or existing programs. Furthermore, demand in the automobile market is highly volatile and depends largely on the political, economic and social environment. Any variation in the demand could have an adverse effect on the financial position, result or outlook of Blue Solutions. Difficulties in the automotive industry could also have an adverse material effect on the activity, financial position and results or outlook of Blue Solutions or Blue Applications. 4.1.6. THE PRODUCTION AND SALE OF PRODUCTS AND TECHNOLOGIES DEVELOPED BY BLUE SOLUTIONS IN THE DOMAIN OF MOBILITY WILL DEPEND ON THE CAPACITY OF IT AND BLUE APPLICATIONS TO ENTER INTO AND MAINTAIN PARTNERSHIPS WITH AUTOMOTIVE INDUSTRY PLAYERS Blue Applications has entered into agreements with partners involved at different levels of the automobile production chain, in particular for the construction and assembly of vehicles as well as for computer systems. Blue Solutions could also enter into such agreements. In case of termination or non-renewal of the agreements with these partners, Blue Applications, or, if applicable, Blue Solutions, could encounter difficulties entering into agreements with other partners with equivalent, or at least satisfactory, technical and financial conditions, which could have an adverse material effect on the quantities and the conditions for purchasing items delivered by Blue Solutions to Blue Applications. Blue Applications strives, however, to keep negotiations open with a number of potential partners in order to ensure that additional or alternate solutions can be implemented. 4.1.7. BLUE SOLUTIONS MIGHT NOT REALIZE A POSITIVE RETURN ON INVESTMENT, CONTROL ITS PRODUCTION COSTS OR ATTAIN PROFITABILITY The Bolloré Group and Blue Solutions made significant research and development investments, as well as funding expenses related to developing the production capabilities of Blue Solutions. To date, Blue Solutions has not yet shown a profit. It anticipates further losses and significant expenses in the near future insofar as its activities and production capabilities remain in the development phase. Moreover, Blue Solutions could sustain additional losses not yet foreseen, for a certain number of reasons, including the other risks described in this section, and could have to bear expenses, difficulties, complications, delays and unforeseen events. Blue Solutions production and operating costs remain high due in large part to its business activity being in the development phase. Improving profitability will depend on a number of factors, in particular the growth of the production and sales volumes, and thus an improved rate of absorption of fixed production costs, a reduction in variable production costs and the cost of raw materials. Blue Solutions cannot guarantee that it will control these costs in the future and thus improve its results. Moreover, Blue Solutions could in the future have to bear new expenses. These factors could hinder achieving and maintaining Blue Solutions future profitability. If Blue Solutions is not in a position to maintain a level of expenses in line with its turnover, its financial position, earnings and outlook could be adversely affected. The level of development of its activities and the degree of maturity of its markets make it difficult to assess the future development outlook for Blue Solutions from the current consolidated financial statements. The development of its activities or markets may not correspond to Blue Solutions expectations. Blue Solutions financial position and results could thus be significantly different from its objectives or forecasts. 24 4. RISK FACTORS