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C A T E R I N G S E R V I C E S H O T E L F A C I L I T I E S B A S E C A M P M A N A G E M E N T M E N T

A N N U A L R E P O R T 2 0 1 1

Headquarters: 40 c, avenue de Hambourg - BP 184 - 13268 Marseille Cedex 08 (France)

Tél. +33 (0)4 91 16 53 00 - Fax +33 (0)4 91 72 65 08 - Email : [email protected] - Web : www.cis-catering.com

Joint Stock Company with share capital of 1 608 208 € - RCS Marseille B 384 621 215

Listed on Euronext Paris, Compartiment C - ISIN FR0000064446-CTRG

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ACERGY - ADRIMAQ - AFRICAN MINERALS - AGIP - ALCATEL- ALSTOM - APEX SILVER MINES - AREVA - ATLAS - AVOCET -BAKER HUGHES - BECHTEL - BELLZONE - BHP BILLITON -BJSP - BOART LONGYEAR - BOGATYR - BOROO GOLD -BOUYGUES - BRASDRIL - BRASOIL - BRITISH PETROLEUM -CEGELEC - CHACO - CHEVES - CHEVRON - CNOOC - DALMAENERGY - DYNATEC - EFESK - EL BROCAL - ENAFOR - ENI -ENSP - ENTP - ENTREPOSE - EQUATORIAL RESOURCES -EMMSA - ETESCO - EXXONMOBIL - FLUOR - FORECARIAHHOLDINGS - GEOCEAN - GLOBAL GROUP - GOLD FIELDS -HALLIBURTON - HATCH - HERCULES OFFSHORE - HESP -HYPERDYNAMICS - HYUNDAI - ICCGSA - INKAI - IVANHOE -JGC-KBR - KARAZHANBASMUNAI-CITIC - KCA DEUTAG -KINROSS - KOMIARKTICOIL - LUKOIL - MAERSK - MAJORDRILLING - MEDGAZ - MOMENTUM DRILLING - NABORSDRILLING - NAFTOGAZ - NESTLE - NEWMONT MINING -ODEBRECHT - ORASCOM - OZTIURK-MUNAI - PAN AMERICANSILVER - PARKER DRILLING - PERENCO - PM LUCAS - PETRO VIETNAM - PETROBRAS - PETROKAZAKHSTAN -PETROMINERALES - POLYMETAL - POONG-LIM - PRIDE -PROSAFE - QDVC - QUATTROGEMINI - QUEIROZ GALVAO -REPSOL - RIO TINTO - SAHARA WELL - SAIPEM - SAKHALINENERGY - SALYM - SAMEK - SBM - SCHLUMBERGER -SEMAFO - SHELL - SHERRITT - SNC LAVALIN - SOGEA SATOM- SONATRACH - SONARCO - SORALCHIN - SPIE CAPAG -STARSTROI - STATOILHYDRO - TARBAGATAI MUNAI -TASIAST - TECHNIP - TECNA - THALES ALENIA SPACE - TOTAL- TOYO ENGINEERING - TRANSOCEAN - URASIA ENERGY -VALE - VAN OORD - VEOLIA - VINCI - VOSKHOD-ORIEL -WEATHERFORD - WESTERN GECO - XSTRATA - YLNG - YPFBREFINACION - ZAGOPE.

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Brazil

Sierra Leone Madagascar

Mongolia Peru

CIS-RA-2012-INT-EXE-DEF-ENG.qxt:CIS-RA-2009 25/07/12 18:37 Page1

Interview with Régis Arnoux 2

20 Year Key Figures 6

Key Figures 2011 7

Key events 2011 8

CIS worldwide 10

Our core business 12

Offer of Integrated Services 14

The CIS Foundation and CIS Ethical Guidelines 16

Sustainable development and Social Responsibility 18

Group organisational structure 22

Board of Directors 24

The Stock Market 26

Financial statements 27

1

C A T E R I N G I N T E R N A T I O N A L & S E R V I C E S

Tab

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How do you explain the 36% increase

in CIS’s turnover in 2011?

The major factors of this growth can be ex-

plained first and foremost by a strong sales

momentum. In 2011 we gained new market

share with record orders of $509 million.

At the same time we recorded high growth

in our business in the mining industry which

today represents a turnover equivalent to

that of the oil industry, two segments which

are the core business of our customers.

Other than the launch of operations in Mau-

ritania, Peru and Iraq, three new countries

with potential for growth, our business in the

rest of the world went well. A single excep-

tion in Brazil, where our subsidiary recorded

losses. But the in-depth restructuring begun

at the level of operations management and

the negotiation of new operating rules with

our main client Petrobras should allow us to

reverse the situation in 2012 and to stabi-

lise the profitability of this subsidiary.

Isn’t CIS handicapped by the global crisis?

Not at all! Contrary to the lifelessness obser-

ved in developing countries, the emerging

countries and particularly the BRICS group,

ASEAN and the African continent, recorded

high growth in 2011 which contributed to dri-

ving the whole global economy. Not only is the

positioning of CIS in emerging countries and

the raw material segments an explanation

for our performance in 2011, but it also

makes us very confident about pursuing this

very significant development of the company

in the future. Emerging countries are not sho-

wing any signs of losing steam and keep ta-

king advantages from significant investment

in the raw materials and energy industries.

No less than $40 000 billion should be inves-

ted in oil and $7 000 billion on projects iden-

tified in raw materials alone mainly in

emerging markets in the next twenty years.

Investments representing significant poten-

tial for these countries but also for CIS.

A N N U A L R E P O R T 2 0 1 1

With Régis Arnoux

Inte

rvie

wIn a very uneven global economic context, CIS has hada satisfactory financial year in 2011. Its turnover increased from by 36% to €266.8 million and its operating profit from 44% to €20.2 million. The cate-ring in extreme environments specialist which conducts100% of its business overseas, has benefited from thedynamism of emerging countries, and partcularly investments in the oil and mining industries. Given thepotential for growth in its markets, CIS is optimisticabout 2012 but also about the medium and long term.

Chairman and Founder of CIS


And exactly how is the future looking, and speci-

fically the 2012 financial year, for CIS ?

I am very confident and even optimistic for 2012,

but also for the medium and long-term future. The

26% increase in turnover in the first quarter and

the almost two-fold increase in orders taken in the

first three months of 2012 compared with the

same period the year before, show the dynamism

of the Company. For 2012, we have set ourselves

the objective of recording new growth whilst impro-

ving the group’s global profitability levels. Substan-

tial efforts have been made to this end with, in

particular, the creation of a new operational audi-

ting department based at headquarters whose res-

ponsibility will be to improve the profitability of our

subsidiaries, in particular that of Brazil where the

problem of a rapid return to acceptable profit levels

is essential to kick start growth in this country both

in the off-shore oil industry and in the mining and

manufacturing industries.

What are CIS’s main assets today?

CIS is a company on a human scale and is there-fore very responsive with its business focussed on

a single industry, international catering in extremeenvironments. The fact that it only has one busi-ness, its strong corporate culture, its successfulpositioning, its excellent reputation in supportingmajor industrial projects but also its limited expo-sure to the global crisis and high risk countries aremajor assets that give CIS its strength and safe-guard its future. Finally, I would add that financial in-dependence and control of capital are additionalassets. Not to forget local integration in the socio-economic area and sustainable environment whichis proof that we are in the country for the longterm. This ethical corporate strategy is consolida-ted and strengthened year on year.

What changes will the appointment of a new Ma-

naging Director bring?

The appointment of 39 year old Julien Salas, will

contribute to the sustainability of the Company.

With over ten years’ service at the Company and a

gradual increase in responsibilities within CIS, he

has proved his worth. Moreover, he has a strong

and highly experienced team behind him which will

be strengthened by the arrival of new members

from outside to build together, with the same am-

bition, the future development of CIS.

3


From left to right: Julian SALAS (Managing Director) - Alain AILLAUD (Human Resources Manager) - Régis Arnoux (Chairman and CEO) - Franck BRIESACH(Financial Manager).


Where will CIS’s future growth come

from?

There are two strands for growth in our

core business. One relates to strengthening

our positions in countries where we are

already established, such as Brazil, the

African continent, or indeed Russia, where

we have entered into very dynamic partner-

ships and alliances to boost, if not accelerate

our growth.

The aim of the second strand is to position

ourselves in countries or areas where we

are not already established but which show

high potential in the raw materials and

energy industries. These are mainly in Asia,

the East of the African continent and South

America. Moreover, we would like to extend

our services to the facilities management

industry, or support services which, in

2011, represent quite a small proportion of

our turnover.

How do you intend to conduct operations

for external growth?

Our main objective is to develop organic

growth but we do not exclude the possibility

of external growth, particularly as we have

the means for it. We have intention to

acquire companies positioned, like us, in

catering, but also in facilities management,

if they meet certain criteria. The potential

target must have the right strategic position,

either in terms of geography or customer

base, and have an anti-dilutive effect on the

Group’s accounts..

In 2012, CIS will celebrate its twentieth

anniversary. How far has it come?

I would first like to illustrate this achieve-

ment with an interesting quantified insight:

since its beginnings CIS has recorded an

average annual increase in turnover of 39%,

a rate explained by the exponential growth

of CIS. As such, the Group’s performance

since its creations shows that the economic

A N N U A L R E P O R T 2 0 1 1

Inte

rvie

w

From left to right: Julian SALAS (Managing Director) - Régis Arnoux (Chairman and CEO) - Alain AILLAUD (Human Resources Manager)Franck BRIESACH (Financial Manager).


model and strategy chosen at the start were the

right ones. The significant increase in investment

in the energy and raw materials industries over the

last few years also confirms the excellent strategic

position of the company.

.

A performance which would not have been possible

without the remarkable work of all of our staff. At

our headquarters and in the subsidiaries we have

highly capable, extremely motivated team-players.

All our staff have a real passion for this atypical job

which requires great skill, courage, determination

and high levels of motivation. The work of the whole

team contributes to the success of the Company,

both in terms of its reputation, the quality of

its services, its economic performances and

development.

Régis Arnoux

(Chairman and CEO)

5

Always be daring, sometimes make compromises, never give upRÉGIS ARNOUX ”“



A N N U A L R E P O R T 2 0 1 1

20

Yea

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Key

Fig

ure

sTURNOVER (€M)

2011200619981992

267

93

140,5

NET INCOME (€M)

2011200619981992

9,3

6

1,50,01

PAYROLL

2011200619981992

9 886

4 715

38118

EQUITY (€M)

2011200619981992

53

22

2,70,05

CASH FLOW (€M)

2011200619981992

37

10

40,008

MARKET CAPITALIZATION (€M)

2011200619981992

142

5534

0


CHANGE IN TURNOVER

CHANGE IN RESULTS EQUITY AND CASH FLOW

2011201020092008

266,84

196,62

159,58151,59

+ 5,3 %+ 27,6 %

+ 23,2 %

+ 35,7 %

Operating incomeNet Income

2011201020092008

6,807,98

14,0912,53

9,40

15,42

9,28

18,72

2011201020092008

37,37

32,34

23,51 24,86

Cash flowEquity

44,18

25,36

53,28

36,62

7

Mining 50 %

Oil and Gas 49 %

Other 1 %

BREAKDOWN OF THE TURNOVER IN 2011by client industry

Other African countries 28%

Central Asia – Oceania 27%

North Africa 21%

South America 17%

CIS 5%

Middle East 2%

BREAKDOWN OF THE TUR-NOVER IN 2011by geographical area


Key

Fig

ure

s (€M

)


A N N U A L R E P O R T 2 0 1 1

Key

eve

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Creation of CIS in 1992 by Régis Arnoux.

20 years

A major commercial success for CIS.Following an international call to tender launched bythe Canadian mining company Kinross as part ofthe project Tasiast, CIS was chosen to manage thewhole site.

Mauritania

Launch of operations in three new countries: Mauritania, Peru & Iraq.

3 new countries

Strengthening its positions in the countries whereCIS is already established, in particular: New Caledonia, Madagascar, Mongolia and GuineaConakry.

Strengthening

Increase in mining contracts:50% of the Group’s business

Mining Contracts


9

>509M$Orders in 2011(Compared with $280 M in 2010)

>127 000Number of meals served each day

>10 800CIS employees worldwide

> 40Countries where we are established

> 49Number of nationalities in the Group



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A N N U A L R E P O R T 2 0 1 1

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1. USA2. Venezuela3. Peru4. Brazil5. Bolivia6. UK7. Cyprus8. Algeria9. Mauritania10. Mali11. Niger12. Chad13. Sudan14. Eritrea15. Guinea-Conakry16. Sierra Leone17. Burkina Faso18. Ghana19. Nigeria20. Cameroon21. Central African Republic22. Equatorial Guinea23. Congo Brazzaville24. DR Congo25. Angola26. Madagascar27. Irak28. Yemen29. Russia30. Ukraine31. Georgia32. Kazakhstan33. Uzbekistan34. Turkmenistan35. China36. Mongolia37. Indonesia38. New Caledonia39. Egypt40. Headquarters (France)

CIS


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2116

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32

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37

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30Siègesocial

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40countries 170 operating locations 10 800 people worldwide



A N N U A L R E P O R T 2 0 1 1

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Our teams provide catering and hotel

services for the major oil, mining and public

works industry companies present throu-

ghout the world, often under hard climatic,

environmental and political conditions.

We make sure that our customers have

the highest quality of life in their on-site

day-to-day life.

To provide catering services, our teams

must manage the supply chain as a whole:

from food supply to the service.

Our cuisine, designed in compliance with

the most stringent health standards and

balanced diet requirements, is prepared by

highly qualified chefs and served by staff

always available.

Our teams respect all culinary and religious

practices and prepare special menus for

holidays and special events.

When the unforeseeable is a daily reality,

only the experience of our teams and

logistics management makes the difference.

Mongolia

Our core business consists in providing catering and h


13

Supply and storage are always guaranteed whatever

the destination, the climatic conditions or the

means of transport. A challenge that our staff is

ready to face at any time.

The CIS teams have full control of the storage and

supply chains on a permanent basis. We have

available the most suitable equipment to provide

full compliance with the cold chain and the

preservation standards, so as to provide food

safety transport.

For hotel services, CIS must provide its customers

with the same comfort and health conditions as an

international standard hotel.

Our teams provide housekeeping for accommoda-

tions, collection, laundry and ironing of room linen,

workwear and personal effects, computerized

reception services and in general all services which

may be applicable to hotels in an urban environment.

To guarantee high quality accommodation

and quality of life on a day-to-day basis, we

implement a know-how that largely exceeds simple

accommodation.


Guinea-Conakry

Bolivia

nd hotel services in extreme conditions


A N N U A L R E P O R T 2 0 1 1

Offe

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Inte

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Meeting the day-to-day needs of the teams

working in hard conditions on remote

worksites requires the deployment of many

services.

With its offer of integrated services, CIS

can meet all customers’ needs by providing

turnkey solutions. There are as many services

as there are customers, which are essential

to supplement our core business.

Such range of integrated services is focused

on several major areas, from engineering to

building, passing by the maintenance and

operation of compound infrastructures and

the other support services associated with

the operation of a compound.

Engineering

Design of compounds, restoration of

ageing infrastructures, extension work and

compliance with the environment and health

and safety regulations.

Building

Planning, site preparation, coordination

of worksites and delivery of compounds.

Equipment

Supply, installation and testing of all kinds

of equipment necessary for our business,

as well as after-sales service for the

equipment.

Madagascar

Meeting the needs and expectations of our custom

serv

ice

sCIS-RA-2012-INT-EXE-DEF-ENG.qxt:CIS-RA-2009 25/07/12 18:39 Page15

15


MaintenanceMaintenance and repair of infrastructures

(buildings and equipment) installed in the

compound.

Operation of the compound infrastructuresImplementation of integrated IT solutions (access

control, allocation of rooms, supply, laundry and

stock management), telecommunications, water

treatment, wastewater treatment, waste management

(collection, sorting and treatment) and pest control.

Other support services

Fleet management and maintenance, planning

and maintenance of green areas, fire safety,

organization of leisure activities (events, sports

hall management), implementation of outlets of

essential commodities, medical services, etc.

Yemen

Bolivia

Burkina Faso

Algeria

stomers is our priority.


CIS

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CIS

Eth

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A N N U A L R E P O R T 2 0 1 1

Bré

Besides its international business in every continent of theworld, the CIS Group is also involved for several years now inhelping underprivileged young people in the Marseille region.Although the Group carries on 100% of its business overseas,its roots and headquarters are in Marseille.

Interview with Loïc SouronCHAIRMAN OF THE CIS FOUNDATION

The CIS Foundation assertsits will to show to youngadults who make plansbut are limited by their

lack of resources, that the business world is not disconnected from the day-to-day realities and that it is interested in the career they follow.

The CIS Foundation began five years ago andits main objective is the human relations. Certainly, it provides project funding, but alsomaintains the contact between youths and thebusiness world with its financial, social andhuman diversity.

The Foundation must be a step to success forthose who deserve it and supports young people over time, as far as necessary, until they take enter professional life.

In 2012, we will see our first scholarship holders entering the labour market and bloom.The careers we support are very different fromeach other: they go from nursing schools toclasses preparing for entrance examinationsto the French Grandes Ecoles (engineering andbusiness schools) and from art schools to theworld of finance.

Let’s remember that the Foundation exists asa result of the good financial health of CIS itself.

In this regard, CIS also shows to young peoplethat the French companies can be successfulglobally while being attached to their region oforigin.

Its success is the success of those whom itserves; future years will demonstrate that.

”

“

Brazil Russia France (Marseille)


17

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Brésil

In 2004, CIS has included in its management systemEthical Guidelines that lists and sets out the values andthe ethical, moral and professional rules with which theconduct of our business and our relations with thirdparties (customers, suppliers, partners, authorities,etc.) should comply.

Indeed, our actions should comply with integrity, neutrality and opening rules to preserve and increaseconfidence from our partners, customers and suppliers, as well as to preserve our success. Our commitments consist particularly in preventing money

laundering, fighting against corruption, complying with the free competition and confiden-tiality rules, avoiding any conflict of interests which may occur, to strictly comply with all le-gislation which may be applicable to us, acting for the environment and sustainabledevelopment. In order to implement this philosophy, CIS is a member of the UN Global Compact since 2005 and regularly publishes its “Communication on Progress”.

In addition, CIS is involved on a day-to-day basis in the defense of the diversity, equal opportunities, as well as health and safety protection. All CIS staff and managers are committed to these values.

The Ethical Guidelines applies to all CIS Group managers and staff.


A N N U A L R E P O R T 2 0 1 1

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The CIS Group has since the beginning sought to grow in a sustainable manner to thebenefit of the local populations and economy in the countries where it operates. As aworldwide leader in base camp management, whose core business is hotel and cateringservices, CIS has an increasing responsibility to its customers, consumers, staff,suppliers and citizens.

Our business has undergone major changes in recent years. Accordingly, CIS hasdecided to engage in increasingly responsible, forward-looking and proactive practices.CIS has developed a global approach built on the three pillars of sustainabledevelopment, divided into 10 areas:

SOCIAL RESPONSIBILITY

Quality, Health, Food Safety, Environment:Our managementThe CIS Group management practices arebased on compliance with the ISO 9001(quality), ISO 14001 (environment), IS022000 (food safety) and OHSAS 18001(occupational safety) international standards.

- Algeria, Bolivia, Brazil, Kazakhstan, NewCaledonia, Chad and the Head Office are ISO9001 certified.- Algeria, Bolivia and Chad are ISO 14001certified.- Algeria, Bolivia and Chad are OHSAS 18001certified.- Brazil and New Caledonia are ISO 22000certified.

The CIS’s QHSE objective is to extend thecertification practices to most of itssubsidiaries.

In 2011, 60 % of the Group’s locations werecertified.

Providing occupational safety for all ourstaff: Our priorityTo provide staff safety, CIS has strengthenedtraining and enforcement of safety procedures.The QHSE department has been reinforcedwith the arrival of an assistant to the Group’sQHSE Manager, as a result of an in-housepromotion.

- In 2011, in Chad, CIS has recorded its sixthconsecutive year without any lost-time accident - In New Caledonia, the Group has exceeded

CIS : a socially responsible company

Economic responsibility and performance- Satisfaction of our customers and consumers- Ensuring the efficacy of our processes to ensure profitability to our investors- Helping the sustainable local economic growth- Internal and external communications on sustainable development

Environmental responsibility and performance- Reduction of the environmental impacts of our products and services- Limitation of our Greenhouse Gas emissions

Social and corporate responsibility and performanceOur staff safety- Monitoring and anticipating human resources regulations - CIS ethic development- Strengthening our contacts with our stakeholders


the Million-hour mark without any lost-time accident in the Koniambo location.

- In Madagascar, CIS has just celebratedthe 9 Million-hour mark without any lost-time accident in the Ambatovy project.

Ensuring food safety in all ouroperations: Our commitmentCIS has communicated in 2011 to all itsoperating locations a complete programmereferred to as the “Food Safety Plan”including all necessary tools for ensuringfood safety in all stages, from supply toservice. CIS has developed andimplemented food chain traceabilitysystems, in accordance with the moststringent international standards. CIS iscurrently equipped with over 500 thermochips to provide appropriate cold chainmonitoring. Our on-site agents make surethat every delivery and every servicesprovided by CIS is in accordance with thefood safety and health regulations.

Satisfying our customers: Our main concernCIS offers increasingly diversifiedservices and customer satisfaction is inthe heart of our daily concerns. Theinstruments intended for measuringcustomer satisfaction are reviewed ona monthly basis by the operationsmanagement as well as by the SeniorManagement of the Group. In 2011 theGroup achieved a high customersatisfaction level of about 95%, of which35% of very satisfied customers.

Training our staff: Our know-howIn addition to in-house training, externaltraining programmes are implementedin several countries, among whichChad, Madagascar and Sierra Leone.We have also resorted to an associationof experts specialized in catering andfood jobs to provide training to our localteams.

19


Interview

Since October 2005, all operating locationsof CIEPTAL, a CIS subsidiary, are ISO 9001certified. Certification is a clearly defined objective and a result of the quality philosophythat we have been committed to for years.Such certification has allowed CIEPTAL obtaining a better organization and improvingcommunication between the different departments. In 2011, convinced by the results of the previous practice, I engagedCIEPTAL in a procedure to obtain environ-mental (ISO 14001) and safety (OHSAS18001) certification. In addition to the competitive advantage we obtain from thisintegrated management system, this workhas allowed us to have a more responsibleapproach in each of our operations. All service providers and users have the system in its entirety. It is without doubt aforce we are currently making full use of.

”

“with Mr. Arezki MazriCOUNTRY MANAGER (ALGERIA)

Interview

CIS already thinks about maintaining itspresence in the island in the long term andis committed to offer job opportunities toits future employees. Thus, 120 personshave already been identified to benefitfrom external training to perform newfunctions in CIS.

”

“with Mr. Gérard SchmittCOUNTRY MANAGER(NEW-CALEDONIA)

In 2011:Over 39 million meals served in remote locations, ofwhich 8.5 million in Algeria, the most important CISsubsidiary.

More than one weekly inspection, on average, in eachof the 170 locations of the Group.

In 20115,000 training courses provided, that is a10% increase with respect to 2010.

30% in-house promotion for our expatriateagents.

8% of our expatriate staff promoted in2011 were local agents.

New Caledonia Kazakhstan Chad


A N N U A L R E P O R T 2 0 1 1

Interview

We have engaged in several socioeconomicdevelopment projects. The Group has thusjust started construction of the first pilotfarm for laying hens near the Ambatovy pro-ject’s compound. This farm will be managedby underprivileged families within the scopeof a programme for support and training oftroubled youths, in association with the Tama-tave’s Association pour la Sauvegarde et laProtection de l’Enfance. Also, we have justreached agreements in the field of local edu-cation.

CIS Madagascar has funded the construc-tion of a kindergarten for about fifty childrenat Tamatave. This project is within the scopeof an association with the Congrégation desFrères de Saint Gabriel. And we have recentlysigned our Training and Professionalizationcontract with the Antananarivo’s Institut Na-tional de Tourisme et d’Hôtellerie (I.N.T.H.) forour 700 local employees. This contract hastwo goals. We wish the experience acquiredby our staff in CIS to be recognized by diplo-mas and further improve our service stan-dards. Training will be provided directly to ourteams by specialists, at their workplace andsoon at a local, duly equipped annex area.

”

“with Jean-PierreMOISANDCOUNTRY MANAGER (MADAGASCAR)

Interview

CIS Bolivia has implemented since May 2011a professional training program in bakery. Du-ring the courses, the students have learnteverything in connection with traditional ba-kery, viennoiserie and confectionery. Today,72 women from the San Vicente community(Andean Cordillera) are attending this trai-ning course that is expected to end in June2012, the date on which a ceremony will beheld to give them their diploma.

”

“with Rosy HERNANDEZCOUNTRY MANAGER (BOLIVIA)

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ENVIRONMENTAL RESPONSIBILITY

Waste management: Our actionsWaste reduction and recovery are significantissues for CIS and its customers. Sorting,compaction and recycling procedures aresystematically implemented in the countrieswhere we operate.

Our subsidiary CIEPTAL in Algeria manages theCWAA (Central Waste Accumulation Area), awaste sorting facility where plastics andpapers, among other wastes, are compactedin the form of bales and then resold tospecialists for recycling. Non-recyclable wastesare burnt in incinerators. In Chad, wastes areweighed everyday and the results are displayed;this allows people awareness and reducingwaste. In all countries, used frying oil arerecovered and recycled. At the Group’sheadquarters, CIS has saved 258 trees in2011 as a result of paper recycling.

Water management: Our achievementsIn Guinea-Conakry and Yemen, CIS managesthe water treatment plants (desalination,water and wastewater treatment) in thecompounds. We thus contribute to signifi-cantly reduce the impact of industrial opera-tions on the environment.


21


Interview

CIS Mongolia has financed the electrical equipment for theschool of the nearest village to the location where we operate(Khanbogd). We have also donated to an NGO (Share the Joy)in the Dalanzadgad region a fully equipped traditional yurt, alsoreferred to as a Ger.

This NGO, for which we have acted as official sponsors since2012, has built a health care centre for 50 handicapped children. I have also entered into amount and price agree-ments with the Khanbood farm for laying hens for the purchase of eggs. Not to mention that we have donated forfive years now food for the Ulan-Bator orphanages.

In 2011 we have also received several awards: the best employer award, an award granted by the city of Khanbogd,another one by the Prime Minister of Mongolia, the best inves-tor and employer award, granted by the Chamber of Commerce of Mongolia. CIS Mongolia is also ranked amongthe top 100 Mongolian companies.

Our objective is to remain in the region as long as possible andcontinue the relationships that we have built with the local communities. The staff welfare is the key of our success, inMongolia as elsewhere. The results of the survey on the working environment and the team satisfaction talk by themselves: among all staff,

In 2011 I entered into agreements with the founder of a Makeni-based training centre(Hospitality & Tourism management). Mr. Daniel Atta-Kusi, who has organized this centre, has over ten years’ experience in the field of hotel and catering services. CISSierra Leone has offered the fifteen students of this year the possibility to complete apaid training period on our operations in the country. Following such training period,most of the students have continued their work as members of our team.

In 2012, 45 new graduates have also joint CIS Sierra Leone. This cooperation is successfulwith young people in the region who can so find professional opportunities. This is alsoa success for CIS that can so receive motivated and hardworking young people.

”

”

“with Mark LeeCOUNTRY MANAGER (MONGOLIA)

Interview“with Phil MawerCOUNTRY MANAGER (SIERRA LEONE)

ECONOMIC RESPONSIBILITY

Promoting local economy: Our commitmentn every country where CIS is present, our business aimsin the first place to assess our needs and local productioncapacity. Our objective is to promote local supply for oursites, taking care not to destabilize the market and not toigniting inflation on the local food products. CIS fosterslocal vegetables production, by providing the suppliers andcooperatives a certain purchase amount.

If the resources are not available or hardly available in theregion and a long-term interest exists on the part of thepopulation, we take different supporting actions to helpour local producers to meet our needs. Such actionsmaterialize by developing farms and cooperatives,introducing new vegetable species, creatingslaughterhouses and farms for laying hens, etc.For example, in Brazil and Chad our operations aresupplied 100% locally.

Supporting employment and career development incountries where we are established: Our willThe CIS Group organizes career advancement of thelocal and expatriate staff in the company. The methodswe have developed allow us mobilize our operations withqualified expatriate supervisory staff. Each expatriatemust train its own relief, for the position to betransferred to a local in the medium term by in-housepromotion.


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Natacha GOUVERNETAssistant to CEO

Régis ARNOUX*Chairman and CEO

Julien SALAS*Managing Director

Axel PETIT DUFRENOYVP Middle East/Africa

Frédéric DEODATOVP West-Africa

Philippe PICHONVP South America

and Asia-Pacific

Laurent MARTINVP Russia

and Central Asia

Franck BRIESACH*Financial Manager

Alain AILLAUD* Human Resources Manager

Etienne NIDAChief Accountant

Gérard MOLLIEXCarlos DA SILVA

Financial Controllers

Alexandre DEFRAINMatthieu NICOLAS

Management ControllerFinancier &

Cash Management

Mary MARTINCéline GOUIN

Nathalie PIMENTAMagali DEGIOANNI

Yazid AZIEZESébastien MOTTARD

Accounting

Nicolas BELTRANOFrançoise CAILLAT

Logistics

Barbara VALLETTEEstelle CUVILLIEZThibaud MARTOCQ

Recruitment

Laurence IMBERTSophie LO CASCIO

Payroll

FINANCE ACCOUNTINGHUMAN RESSOURCES OPERATIONS -

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Alain DARTEYRONDeputy Purchasing

Manager

Carla VANINLogistics / Purchasing

coordinator

Sylvie GAYAccount Manager

for professional kitchens

Michel FLANDRIN (Mining)

Gilles BELLAÏCHE (Finances)Advisors

Christian DAUMARIEFrédérique SALAMON

Michel de BONNECORSEInternal Audit Committee

DominiqueDEMOURES

Purchasing Manager

Thomas METZGERQHSE and Sustainable Development Manager

Nicolas VINELDeputy QHSE Manager

QHSE and Sustainable Development Manager

Laurent KRIMMSoftware Engineer

Loïc SOURONInformation System Manager

Nicolas CIPRIANIInformation Systems

Technician

INFORMATION SYSTEMS

Natacha GOUVERNETCommunication Manager

Anastasia BOTTAÏCommunication Assistant

COMMUNICATION

Adeline BENICHOULegal Advisor

Pascal OLIVIERILegal Advisor

LEGAL

Frédérique SMYKBid Center Manager

* = Member of the Executive Committee

Florence ARNOUX*Key Account Manager

CatherineGUICHARDONCécile DUCOIN

Assistants

Franck BARBERINEloi MANGION

Jacques BOUYSSOUBusiness Development

ATIONS - PURCHASES COMMERCIAL

Anastasia BOTTAÏChristine BONIFACIO

Assistants

Carla CALHIASAssistant Pole Manager

Myriam CHERGUIReception

ASSISTANCE



Régis ARNOUX

Monique ARNOUX

Frédérique SALAMON

Florence ARNOUX

Christian DAUMARIE

Régis ArnouxCEO and founder of CIS (1992).

Monique Arnoux Vice-president of the CIS Foundation.

Florence Arnoux(Master Degree in Economics from Paris Dauphine andMBA from San Francisco). Member of the CIS ExecutiveCommittee and Key Account manager.

Frédérique Salamon(Master Degrees in Management and Applied EconomicSciences - Paris Dauphine and IFM, Holder of a Degree inFashion and Design Management). Deputy Manager forWomen Fashion Purchases for Galeries Lafayette (1994-2004), Manager of “See by Chloé“ (2004 - May 2010).Member of the CIS Executive Committee and the CIS inter-nal Audit Committee.

Christian Daumarie (Holder of a Law Degree, CAPA) French Atomic EnergyCommission and Le Nickel. SHRM Group (catering for com-pounds and associated companies and services). General

Manager and then CEO of the SHRM subsidiary in Australiafor 17 years. Member of the CIS Executive Committee andthe CIS internal Audit Committee.

Michel de Bonnecorse(IEP Paris, ENA) Advisor to President Chirac for Africa atthe Élysée Palace (2002-2007), and head of the presiden-tial working group for Africa. Head of the French Coopera-tion Mission for Senegal (1978-1982) and Madagascar(1982-1985). Managing Director of UNESCO (1987-1990), then Ambassador to Kenya (1990-1993) and Mo-rocco (1995-2001). Member of the CIS ExecutiveCommittee and the CIS internal Audit Committee.

Henri de Bodinat(HEC, IEP Paris, PhD in Applied Economic Sciences Paris-Dauphine, PhD in Business Administration Harvard Univer-sity), former CEO of Sony Music France, Vice PresidentOf Sony Software Europe, Director General of Club Médi-terranée, Vice President of Arthur D. Little and Presidentof Time Equity Partners since 2009. Member of the CISExecutive Committee.

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Michel de BONNECORSE

Sonia de DEMANDOLX

Henri de BODINAT

Frédéric BEDIN

Sophie LE TANNEUR

Amiral Pierre-François FORISSIER

Sophie Le Tanneur (Rouen Business School 1985), Marketing Manager for L'Oréal coiffure(1994-1998), Director General for Germany with Biotherm (1999-2003), Director General for Austria with L’Oréal Luxe (2003-2005),Chairman of the Board of Directors of crystal manufacturer Daum until2010. Member of the CIS Executive Committee.

Sonia de Demandolx(ESCP 1998), law degree from Paris X, New York’s COLOMBIA LAWSCHOOL), Deputy Director for Financial Affairs - Merger and AcquisitionDepartment with LAZARD FRERES (1999 to 2004), Managing Directorspecialized in the Financial Industry, and Board of Directors with RUS-SELL REYNOLDS ASSOCIATES from 2004. Member of the CIS ExecutiveCommittee.

Frédéric Bedin(Master Degree in Management - Paris Dauphine, Master degree (DESS)in cultural institution management) Vice-President of the French Fédé-ration Foires, Salons, Congrès Evènements (FSCEF), and chairman ofANAÉ, the association of event communication agencies from 2007 to

2009. Member of the Steering Committee of the Fonds Stratégique d'In-vestissement established by the Government in 2008. Member of theBoard of Directors of CroissancePlus from 2004, performed functionsof Vice-President from 2006 to 2008 and Chairman from 2008 to June2011. Chairman of the Board of Directors of the Public Système Hops-cotch Group. Member of the CIS Executive Committee.

Amiral Pierre-François Forissier(Engineering Diploma specialized in nuclear science and engineeringfrom the Ecole Supérieure de Guerre Navale, former auditor for IHEDNand Grand officier de la Légion d’honneur). He was graduated at the Écolenavale (1971), and has spent most of its career in the submarine forcesincluding as a commander of the SNA Rubis and the SNLE Le Tonnant.He has also served on surface vessels like minesweepers and the air-craft carrier Foch. He has promoted to Admiral in 2001, and has thenserved as deputy territorial admiral commander of the Atlantic maritimeregion, admiral in command of France's submarine forces and the ForceOcéanique Stratégique, major general of the navy, then Chief of the Staffof the French Navy. He has entered the second division as Admiral, andhe has been major general de la marine from 2008 to 2011. Memberof the CIS’s Executive Committee.

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C A T E R I N G I N T E R N A T I O N A L & S E R V I C E SC A T E R I N G I N T E R N A T I O N A L & S E R V I C E S


A N N U A L R E P O R T 2 0 1 1

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tStock exchange Euronext Paris

Market segment Compartment C

ISIN FR0000064446

Main Index SBF SM

SHARE PRICE IN EUROSTRADING VOLUME

Arnoux family 54 %

Aloyan family 17 %

Free float 29 %

CHANGES IN SHARE PRICE

MAIN SHARE DATA

(in Euros) 2008 2009 2010 2011

Number of shares at 31 December 1 943 505 1 960 930 1 985 050 2 008 340

Market capitalization at December 31 (€ millions) 89,0 109,4 118,1 141,6

High 75,1 60,0 60,9 84,0

Low 39,1 45,7 51,11 58,02

Average trading volume 1 234 1 587 1 162 1 239

Earnings per share 4,11 3,47 4,74 4,62

Net Dividend 1,0 1,0 1,1 1,1

SHAREHOLDING STRUCTUREAs of the 31st of January 2012


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Contents

Management Report of the Board of Directors on the operations for the year ended December 31, 2011 29

Consolidated financial statements 40

Annual accounts 55

President’s Report on the Operating Procedures of the Board of Directors and Internal Control 68

Text of the resolutions proposed at the Combined Annual and Extraordinary General Meeting held on 13th June 2012 71

Statutory Auditors’ Reports 74

Responsibility for the Financial Report 78

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> Management Report of the Board of Directors on the operations for the year ended December 31, 2011Dear Sirs,

We have convened this General Meeting pursuant to the law and our Articles of Association, firstly to present the Company’s financial position and the performance of its business for the period running from January 1 to December 31, 2011, taking into account the important events occurred since the balance sheet date, the results of such business, as well as the foreseeable changes in the financial position and future prospects, and secondly to submit for your approval the accounts for the aforesaid financial year and the appropriation of the income of these accounts.

This report also includes the Group’s Management Report pursuant to the provisions of Article L. 233-26 of the Commercial Law.

We finally inform you that this Meeting must also make a decision regarding the appropriateness of a modification of the articles of association with regard to the age of the President, the General Director and the company’s Directors.

A. SCOPE OF THE ANNUAL GENERAL MEETING

I. Financial position of the Company and its business for the financial year 2011

Business level

During 2011 the world economies have continued to decline.

Despite this, CIS turnover has increased by 36% and its operating income for the period has improved, thus strengthening its highly expansive position in a global economic environment that pushes certain countries into recession.

Facts

CIS has strengthened its position in the countries where it was already present, particularly New Caledonia, Madagascar, Mongolia and Guinea-Conakry.

This growth has exceeded the objectives that had been set.

In addition, the Group has established in new countries with the start of contracts in Iraq, Mauritania and Peru.

CIS is currently present in 40 countries through 170 operating locations.

Statistical data

Despite the unfavourable global context, CIS has signed many new contracts accounting for total orders in an amount of 509 M$ compared to 280 M$ in 2010.

Changes in CIS share price on the stock exchange

Within the context of a highly fluctuating stock market, the price of CIS shares has recorded a continuous growth, with an increase of over 18% to reach 70.50 € at the end of the year.

Analysis of the operating income and the financial position of the Company

The Audit Committee established in 2010 has performed its action on different major matters regarding the overall profitability of the Group and in particular regarding purchases.

The information system service has been reinforced by engaging a Software engineer for this department.

New staff has been recruited at the Accounting and Financial Department, the Region Departments, the Operations Department and the Purchasing Department.

Also, we have engaged a Managing Director.

The Company’s shareholders’ equity has increased, as has the Group’s cash flow.

Indebtedness has decreased again to go from 1.3 M€ to 0.4 M€.

Marking of the Company by the Bank of France remains B3+.

This year has been marked by exceptional events that have impacted the results.

Firstly, a decision has been issued under arbitration proceedings held regarding the dispute in Yemen, as a result of which the Company has been ordered to pay at our expense a compensation of 1.4 M€; an appeal has been filed against this decision.

Secondly, the Company has been imposed penalties in a total amount of 1.9 M€ (of which 1.1 M€ in Brazil and 0.7 M€ in Madagascar).

The foreign exchange losses occurred in the beginning of the financial year have been curbed in the second half-year as a result of a positive fluctuation of the exchange rates.

We have started the review of the Group’s tax system by an international tax firm, because we face a too high overall tax rate, this action should allow reducing it by one or two percentage points.

Finally, the group portion consolidated net income shows a decrease mainly due to the disposal of 20% of the capital of our subsidiary in New Caledonia that is explained below.

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Main risks and uncertainties

The business risks

Market risksThe various business activities of CIS face a strong international competition.

The position of CIS in these markets is directly dependent on the quality of services provided by the company and the long-standing trust relationships built with its main customers.

InsuranceThe Company insures all its businesses according to conditions and guarantees usually maintained in its business activities.

The Company has entered into insurance contracts allowing worldwide coverage for the various risks identified with regard to its business.

The Company maintains additional types of insurance when necessary and appropriate, both for complying with the applicable legislation and covering more specifically the risks resulting from a business or special circumstances.

The insurance contracts are supervised and implemented by a specialized broker and distributed among several european and international insurance companies recognized by their solvency.

International business-related risks

Foreign exchange risksThe Company obtains its total turnover overseas and faces therefore a foreign exchange risk associated with the changes in the foreign exchange rates, mainly the American dollar.

The procedures set up for this reason aim to cover the most probable exposures, mainly related to money flows resulting from business carried out in foreign currencies.

In order to limit the risks of foreign exchange fluctuation, the expenditures and revenues are mainly drawn up in the currency of the country of operation, thus maintaining a certain balance.

CIS has also created in 2008 a Cash Management Department.

Risks associated with the countries of operationThe Company carries out a permanent monitoring of its exposure to the risks associated with the countries of operation and their geopolitical position.

No significant failure with regard to payment has occurred in the last few years, including in countries identified as risky.

Social environment-related risksTaking into account the nature of the company’s business, the role, the experience, as well as the involvement of the staff are determining

To preserve and increase the expertise and the quality of the service provided to its customers, the company has

developed a strong corporate culture and set up a dynamic staff management and motivation system, such as the on-going training, profit-sharing, as well as variable wages.

Within this context, the Company has noticed a very low rate of replacement and absenteeism of its staff.

Financial environment-related risks

Customer risksRegarding the quality and the reputation of its customers, there is little risk of non-payment, apart from any disputes which may occur relating to the amount of the receivables and the interpretation of contracts.

Moreover, the situation of the outstanding payments is monitored on a daily basis.

In the event of a dispute, arbitration proceedings are provided for in the contracts.

Financial obligations-related risksThe risk of inability to perform its financial obligations is almost inexistent for the Company because the long term debt rate accounts for only 0.8% of the stockholders’ equity and the net cash flow significantly accounts for about 31% of the total of the balance sheet.

Liquidity risksAs explained above, the Company maintains on a permanent basis a good level of liquid assets. This allows considering that no actual risk exists from this point of view.

Share risksThe own shares held result exclusively from the liquidity agreement with a brokerage firm.

They are registered in the consolidated financial statements as a decrease in equity.

The marketable securities portfolio is only made up of monetary SICAVs without any share component.

Internal audit deficiency risks The procedures applied to all the Group’s companies and in all the areas identified as subject to financial risk are organized in such a manner to minimize occurrence of such risks (internal and external audits carried out throughout the year).

Risks of computer errors or data loss The reinforcement of the Company’s information system allows the transmission and checking of information in real time, thus reducing ipso facto the risks of data loss and errors associated with multiple data entries.

Moreover, strict backup procedures allow covering the risk of data loss.

Lastly, the information system is provided with all existing up-to-date protections (inverters, antivirus, firewall) intended to reduce the risks of power outage, breakdown, virus attacks or data thefts.

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Disputes and other risks1. The arbitration proceedings held between CIS and one of

its customers in connection with the interpretation of the relevant contract and the obligations of the parties has come to an end in 2011: the Company has been ordered to pay a compensation in an amount of 1.4 M€. An appeal has been filed against the decision of the Arbitration Court. All arbitration-related costs identified have been recorded in the annual accounts, while no accounts receivables have been identified.

2. The CIS Group’s subsidiary in Algeria, CNA, has been prevented from transferring, to its reference shareholder, the dividends received. In this regard, CNA has initiated legal proceedings in the Commercial Court of Algiers to recover free transfer of its dividends. As a result of this first proceedings, CNA has been involved in other legal actions with the Banque extérieure d’Algérie (BeA) as a result of proceedings instituted by the Bank of Algeria. As many foreign companies, CNA is accused of not having complied strictly with the provisions of the Investment Code and the Foreign exchange Control regulations, while CNA is not charged for submitting any wrong or incomplete statement to the Bank of Algeria. The CIS Group intends to strongly claim for full compliance with the regulations on the part of the subsidiary. It is worthy of note that the above-mentioned action does not apply to any subsidiary manager and that no write-down action has been taken against CNA - or any other subsidiary - in Algeria, that continues to grow in its market and develop a highly profitable condition and high excess cash.

Also, the Company is not aware of any other legal or arbitration proceedings that may have a significant impact on the Group’s business, assets, financial position or income.

II. Presentation of accounts

Annual Accounts

Accounting Principles and methods usedNo modification has been made to the methods for assessment of the balance sheet items that are submitted to you.

Presentation of the income statementTurnover increased from 45,764,583 euros in 2010 to 68,117,731 euros in 2011, thus recording an increase of 22,353,148 euros, equivalent to 48.8%.

Taking into account write-back of provisions and transfers of charges for 130,000 euros, the total operating income amounts to 68,247,731 euros as compared to 45,884,583 euros for the previous financial year.

Total operating expenses amount to 68,318,581 euros as compared to 50,385,453 euros in 2010, thus recording an increase of 17,933,128 euros, equivalent to 35.6%.

expenses include 840,033 euros in respect of depreciation and 63,000 euros in respect of provisions for liabilities, as

compared to 745,154 euros and 25,400 euros respectively for 2010.

expenses also include 51,360 euros in respect of provisions to current assets, as compared to 290,752 euros in 2010.

The company reported an operating loss of 70,849 euros compared with a loss of 4,500,870 euros in 2010.

After correction of income for 7,687,922 euros and financial expenses for 3,267,021 euros, the operating income amounts to 4,350,052 euros.

Taking into account extraordinary income for 1,780,302 euros, extraordinary expenses for 1 824,087 euros and income tax for the financial year that amounts to 880,418 euros, the financial year’s net income is 3,425,849 euros compared with 485,602 euros en 2010.

Presentation of the balance sheetTotal long-term assets amount to 3,853,172 euros, of which 2,555,144 euros for financial assets.

Total current assets amount to 33,577,263 euros, of which 13,609,696 euros for cash and cash equivalents, compared with 22,526,786 euros and 10,907,883 euros respectively in 2010

The provisions for liabilities and charges amount to à 916,060 euros, as compared to 652,171 euros for the previous financial year.

Short-term liabilities amount to 26,028,332 euros compared with 17,089,564 euros in 2010.

equity as of 31st December 2011, before appropriation amounts to 10,707,076 euros, compared with 9,141,051 euros at the end of the previous financial year.

Consolidated financial statements

Accounting Principles and methods usedNo modification has been made to the methods for assessment of the balance sheet items that are submitted to you.

The scope of consolidation includes all companies controlled by CIS, either exclusively or jointly, that carry on all their businesses overseas, a list of which is enclosed in the documents that have been provided to you.

The accounts for financial year 2011 have been set up in accordance with the IFRS (International Financial Reporting Standards) standards.

Presentation of the income statementPlease note that figures are provided in thousands euros.

Turnover amounted to 266,837 K€ compared with 196,620 K€ in 2010, thus recording an increase of 70,217 K€.

The net amount of addition/Reversal of provisions and depreciation is 3,051 K€.

Operating income reached 18,723 K€ compared with 15,421 K€ in 2010.

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The company reports a financial loss of 505 K€ compared with a profit for 228 K€ in 2010.

Profit before tax amounts to 18,218 K€ compared with 15,649 K€ for the previous year.

Consolidated net income amounts to 11,113 K€ as compared to 10,120 K€ in 2010.

The share of income of CIS, consolidating company, as the amounts to 9,281 K€ compared with 9,402 K€ in 2010.

Presentation of the balance sheetPlease note that figures are also provided in thousands euros.

Non-current assets amount to 12,297 K€ compared with 13,339 K€ en 2010.

Current assets amount to 106,500 K€ compared with 80,720 K€ in 2010.

Long-term liabilities amount to 717 K€ compared with 408 K€ in 2010.

Current liabilities amount to 64,376 K€ compared with 48,214 K€ in 2010.

equity as of 31st December 2011 amounts to 53,277 K€ compared with 44,181 K€ at the end of year 2010.

The share of minority interests in the equity capital is 2,294 thousand € compared with 782 K€ in 2010.

Miscellaneous The average number of staff reaches about 9,900 individuals in 2011, compared with about 8,400 individuals in 2010.

III Significant events occurred after year-end

With regard to the worldwide business of CIS, the Group has not undergone any significant distress in any of the countries where it operates.

IV Foreseeable future situation and prospects

The global economic situation

The global economic context is still a matter of strong concern, particularly for the industrialized countries, as a result of extreme debts.

On the other hand, a sustained level of investments persists in the oil, oil-related and mining industries, and therefore our perspectives of involvement in these business activities are still encouraging.

Development areas

The emerging and developing countries still show very high growth levels.

This refers mainly to BRIC, ASeAN and the African continent.

Strong development perspectives can be seen in the Middle east (Iraq, Kuwait, Qatar, Saudi Arabia).

Strategy and perspectives

CIS will celebrate in 2012 twenty years of existence.

This period demonstrates that the Company’s positioning, mainly in the emerging countries, as well as its economic model are appropriate if one takes into consideration the growth rate, the major customers of the Company, its position worldwide and the very strong prospects in energy and raw materials industries.

The Group’s strategy has been adjusted on the basis of the countries of operation and the new geographical positions acquired.

Partnership initiatives have been started (New Caledonia and Peru) with the objective to maintain the Group business in the long term.

External growth: partnerships and alliances

We examine on a permanent basis the opportunities that may occur both in connection with partnerships and external growth.

Actions have been taken in these two directions.

Areas of development

We maintain our strategy aimed at positioning in the emerging countries having a strong development capacity in the areas of oil, gas and raw materials.

In Brazil, we are consolidating our position with our primary objectives being the quality of our services in the offshore industry and the improvement of our management conditions and therefore of our performance.

New developments are expected involving renewals of contracts and new market shares.

We have taken strong action in highly developed countries: east and West Africa, Middle east and Asia-Pacific areas.

V Subsidiaries and interests

CEI

ARCTIC CATERING SERVICES (ACS)

This Company established in 1997 with a capital of 90,000 rubles, registered office in Usinsk, in Russia, is a subsidiary 100% owned by our Group.

Its business has remained stable without any significant event.

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CIS-EURASIA

This Russian Company established in 1999 with a capital of 83,490 rubles with registered office in Moscow is a subsidiary 100% owned by our Group.

Following termination of our contract with the Shell Group in 2010, this subsidiary is still dormant.

CIS SAKHALIN

This Company established in 2003 with a capital of 20,000 rubles, with registered office in Yuzhno-Sakhalinsk, Russia, is a subsidiary 100% owned by our Group, with CIS-eURASIA holding 50% of the share capital.

This subsidiary carries out its business adequately in cooperation with the eXXON Group.

CIS GEORGIE

This Company established in 2002 with a capital of 2,000 iaris, with registered office at Tbilissi, Georgia, is a subsidiary 100% owned by our Group.

This subsidiary is currently dormant because almost no development prospects have been found.

CIS UKRAINE

This company established in 1996 with a capital of 6,000 US dollars, with registered office at Kiev, Ukraine, is a subsidiary 100% owned by our Group.

This subsidiary is currently dormant.

UKRAINE CATERING & SERVICES (UCS)

Since the recovery of our old Ukrainian structure proved too long and costly, a new subsidiary was established in Kiev, Ukraine, with a capital of 63,000 Hryvnias, 100% held by our Group, to participate in future invitations to tender, particularly in the building industry.

ASIA / OCEANIA / MIDDLE-EAST

CIS ASIA

This company established in 1997 with a capital of 583,600 sums, with registered office at Zarafshan, Uzbekistan, is a subsidiary 100% owned by our Group.

Without any current business, this subsidiary is dormant

CAC MANGISTAU

This subsidiary has been acquired in 2010 to better meet the local requirements of the oil operators in Kazakhstan.

It has a capital of 72,500 tenges, 100% held by our Group, and its registered office is located at Aktau, Kazakhstan.

Its business level has been substantially identical to 2010.

This subsidiary is managed by the former manager of our Iranian subsidiary NOOSHIN KISH handed over in 2010.

The development prospects and improvement of the profitability of this subsidiary is favourable.

CIS NEW CALEDONIA

This company, established in 2005 with a capital of 5,000,000 CFP Francs, with registered office located at Nouméa, is a subsidiary 60% owned by our Group, with 20% held by a local French partner and 20% by the Northern Province.

The business of this subsidiary has been strengthened this year as a result of a strong increase in the staff brought into the Koniambo worksite in the extreme north of the country.

Our customer is still very satisfied with our services and the profitability of this subsidiary is satisfactory.

In addition, this year we have allowed 20% of share capital of the subsidiary to be subscribed by SCP d´Investissements du Nord, also a partner of the SMSP, majority shareholder for the Koniambo project.

Such transfer of a minority interest in the share capital of the subsidiary has the objective to reinforce and extend in the long term the position of the Group in the Pacific area and to allow us contemplating other development prospects.

CISY YEMEN

This company established in 2009 with a capital of 8,000,000 Yemeni Rials, with registered office at Sana’a, Yemen, is a subsidiary 50% owned by our Group, with the remaining 50% of the shares being held by a local partner.

Its business consists in the performance of a facilities management contract entered into with TOTAL.

Under the dispute with the Yemgas consortium, the company has filed an appeal against the decision to order us to pay court costs in an amount of 1.4 million €, which explains the significant loss of this subsidiary.

AFRICA

CATERING NORTH AFRICA SERVICES

This company established in 2001 with a capital of 1,000,000 Dinars, with registered office located at Algiers, Algeria, is a subsidiary 100% owned by our Group.

The acquisition of our interest in CIePTAL in 2006 was made through CNA that was thereby led to stop its business.

This subsidiary is currently engaged in a dispute with the Algerian authorities regarding the transfer from Algeria to France of dividends resulting from the profits made by our subsidiary CIePTAL. Legal proceedings have been initiated against CNA. Following this action, appeals have been lodged.

CIEPTAL

This company, acquired in 2006 with a capital of 100,000,000 Dinars, with registered office located in Hassi-

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Messaoud, Algeria, is now a subsidiary 100% owned by our Group since 2008.

This subsidiary has strengthened its position in the oil market.

Despite the decision of the Algerian authorities to give priority in public contracts to the local companies with Algerian capital, CIePTAL has maintained its growth and has been awarded new contracts, including major contracts.

Its turnover has slightly increased. However, the Algerian share in turnover has fallen.

Very well managed, CIePTAL shows high-quality profitability and its business perspectives are promising.

It had more than 3,500 employees by 31st December 2011.

CIS TCHAD

This company established in 1998 with a capital of 5,000,000 CFA Francs, with registered office located in N’Djamena, Chad, is a subsidiary 100% owned by our Group.

The results of financial year 2011 have not been significant.

Its business has been carried out to the satisfaction of our customer eXXON; however, the rate of return has proved inadequate.

Actions have been taken to improve our operating margin.

At the end of 2011 the contract with eXXON has been subdivided into production and drilling-exploration, thus leading to the signing of new contracts that allow anticipating better profitability perspectives.

CIS CAMEROON

This company established in 1998 with a capital of 5,000,000 CFA Francs, with registered office located at Douala, Cameroon, is a subsidiary 100% owned by our Group.

This company still acts for purposes of the business of the Group in Chad in terms of logistics and supply.

CIS MADAGASCAR

This company was established in 2008 to perform a major mining contract for an amount of over 37 million $.

It has a capital of 2,000,000 ariaries held at 99% by our Group, with registered office located at Toamasina, Madagascar.

The business of this subsidiary on the Ambatovy industrial site have recorded a strong growth.

This location has shown during the financial year under study a strong increase in the number of employees.

Infrastructure operations are expected to be completed in 2012, following which an invitation to tender will be issued in connection with the plant’s production stage.

ICS GUINEA CONAKRY

This subsidiary established in 2008 with a capital of 5,000,000 Guinean Francs, with head office is located at

Conakry, Republic of Guinea, is a subsidiary 100% owned by our Group. This subsidiary has carried out its business with the BeCHTeL Group.

CIS ANGOLA

In order to participate in the invitations to tender for the development of oil resources in Angola, a subsidiary with a capital of 1,556,104 kwanzas was established in 2010 with a local partner that holds 40% of the shares of this company.

This subsidiary has been put on standby in 2011 because of low visibility of the prospects envisaged by the Group in this country. It should be reactivated in 2012.

CIS NIGER

This subsidiary was established in 2010 to participate in mining development projects.

It has a capital of 1,000,000 CFA francs, 100% held by CIS, and its head office is located at Niamey.

This subsidiary is now dormant.

CIS BURKINA FASO

This company is a subsidiary 100% owned by our Group, established in 2010 for purposes of performance of the contract with AVOCeT MINING, a Canadian company. It has a capital of 1,000,000 CFA francs and its head office is located at Ouagadougou.

This subsidiary has performed its business adequately and our services are appreciated by our customers.

The perspectives in the mining (gold mines) industry is promising.

CIS SIERRA LEONE

A subsidiary 100% owned by our Group, with a capital of 5,000,000 leones, was established at Freetown in 2010 to respond to development prospects of mining resources in Sierra Leone.

Our business in this country has been strengthened.

Our services are appreciated by our customer AFRICAN MINeRALS and the profitability of our operations has been satisfactory.

The perspectives on the mining industry are also promising.

CIS DR CONGO

CIS established in 2010 at Kinshasa, Democratic Republic of the Congo, a subsidiary 100% owned by our Group, to participate in the development projects expected in this country both in the oil and mining industries.

This subsidiary, with a capital of 9,204,291.58 francs has continued with its offshore oil business in particular for PeReNCO.

The latter company is satisfied with our services and the profitability of our operations has been appropriate.

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The development prospects in this very big country are promising in the oil and mining industries.

SOUTH AMERICA

CIS BRAZIL

This company established in 1999 with a capital of 2,852,380 reais, with registered office located at Macaé, Brazil is a subsidiary 100% owned by our Group.

This subsidiary has kept its business level in 2011. However, its profitability has been strongly impaired as a result of significant penalties imposed by its main customer PeTROBRAS.

High-level meetings have been held with the client to modify the cooperation conditions: the principle of release of retention money was obtained and from now on any penalties should be notified no later than 45 days from the date on which a breach has been discovered.

In addition, the management and operational structure in the country has not performed adequately. Accordingly, radical restructuring actions have been taken this year.

We are confident about the strong development prospects of the offshore oil business (for which CIS is a leading company in this country) and the fact that our internal actions will help improve our financial performance in 2012.

CIS BOLIVIA

This company established in 1998 with a capital of 5,027 US dollars, with registered office at Santa Cruz, Bolivia, is a subsidiary 100% owned by our Group.

The performance of this subsidiary, that has carried out its business for almost fifteen years and is currently well positioned in a micro-market, has been substantially identical to 2010.

The efforts made in the management area should lead to a positive income in 2012.

CIS PERU

This subsidiary company was established in 2006 to participate in the significant mining development projects expected in this area of South America.

11% of its capital of 3,000 sols has been acquired by a local partner in 2011. Its head office is located at Lima, Peru.

This company has entered into six new contracts in the year ended. Those contracts include sites located in areas under extreme conditions at over 4,000 meters.

The significant and rapid growth of the workload of this subsidiary, the operating and logistic difficulties found, as well as an inappropriate startup structure, has contributed to the losses recorded in the financial year ended.

Steps have taken that should lead to and improved overall profitability in the financial year 2012.

CISM VENEZUELA

This company, established in 1998 with a capital of 20,000 Bolivars, with registered office located at Caracas, is a subsidiary 100% owned by our Group.

As this subsidiary has no business it is dormant.

EUROPE

CIS CATERING OVERSEAS Ltd

This company established in 1994 with a capital of 10,000 US dollars, with registered office at Nicosia, Cyprus, is a subsidiary 100% owned by our Group.

This subsidiary has no business and is now in the process of being dissolved.

NEW SUBSIDIARIES ESTABLISHED IN 2011

EGCS EqUATORIAL GUINEAThis company with a capital of 10,000,000 CFA francs with registered office at Malabo is a subsidiary 60% owned by our Group.

We have established this subsidiary in association with GePeTROL, a state-owned company responsible for managing the oil interests of this country.

The operating difficulties and poor visibility and prospects of the Group in this area with such partner have led to losses and led us to review our position in this country.

GCS GUINEA-CONAKRYThis company with a capital of 10,000,000 Guinean francs with registered office at Conakry, Republic of Guinea, is a subsidiary 60% owned by our Group and was established in 2011 to meet the requirements relating to the strong development of the mining industry in this country.

It carries out a strong business through the signing of many contracts and the opening of many sites.

Our hopes for growth are strong.

CNA MAURITANIA Our business in this country will be managed from now on by a new company established in 2011, with a capital of 2,000,000 ouguiyas, held at 100% by CIS.

Following an international invitation to tender, our Group was selected by the Canadian Kinross Corporation for providing all catering, hotel and logistics services for that major contract.

The operations, that are to be performed in an area under extreme conditions, relate to the operation of a major gold mine.

The startup profitability proved to be low; however, the actions taken should allow reasonably expecting an improved profitability for 2012.

In addition, this represents for the Group a first-rank industrial customer in a difficult territory.

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VI. Share capital information

In accordance with the provisions of article L.233-13 of the Commercial Law and taking into account the information and notices received pursuant to articles L.233-7 and L.233-12 of the aforesaid law, we state below the identity of the majority shareholders:

Shareholder

Number of Shares Pourcentage

Mr. Régis ARNOUX 661,412 32.90%

FINANCIeRe ReGIS ARNOUX (Régis ARNOUX manager & majority shareholder) 320,000 15.92%

Madame Solange ALOYAN 189,311 9.42%

VII. Term of payment information

The economic Modernisation Act of 4th August 2008 (codified under article L 441-6-1 section 1 of the Commercial Law) has provided, for financial years begun from 1st January 2009 that the companies whose annual accounts are certified by a statutory auditor must publish information on the terms of payment for their suppliers or their customers.

We remind you that the business of our company is carried out overseas in its entirety and therefore almost all our suppliers are not included within the scope of this law.

However, in accordance with executive Order 2008-1492 dated 30th December 2008, that sets out the conditions for implementation of such provisions, we hereby state the following information.

2010 2011

Inventory turnover 35 days 26 days

Days Sales Outstanding 67 days 58 days

Days Payable Outstanding 89 days 78 days

VIII. Stock option for employees

In accordance with the decision made by the company’s General Meeting of shareholders held on 8th January 2001, completed by the minutes issued by the Board of Directors on 25th October 2001, a first stock option plan for employees was implemented for 48,000 shares, it being thereby specified that such options may be exercised after a period of time of five (5) years from the date on which they have been decided by the Board of Directors, this means 26th October 2006.

A second stock option plan for employees was decided by the General Meeting held on 23th December 2002. This plan relates to 76,800 new shares.

The Board of Directors at their meeting held on 18th July 2005 allocated all 76,800 new shares comprised in this second plan. The beneficiaries should exercise such options within a period of two years.

For the first time the stock options were exercised in 2007 and 23,505 new shares were issued, which resulted in an increase in capital of 18,804 € from 1,536,000 euros to 1,554,804 euros. This increase in capital was recorded and ratified by your Board of Directors at its meeting held on 28th January 2008.

Other options were exercised in 2008 as a result of which 17.425 new shares were issued, which resulted in an increase in capital of 13,940 € from 1,554,804 € to 1,568,744 €. This increase in capital was recorded and ratified by your Board of Directors at its meeting held on 30th January 2009.

The new options exercised in 2009 led to 24,120 new shares each of a 0.80 € face value being issued, which resulted in an increase in capital of 19,296 €, from 1,568,744 € to 1,588,040 €. This increase in capital was recorded and ratified by your Board of Directors at its meeting held on 15th January 2010.



These new shares will be entitled to receive dividends for the year.

The stock option plans have been permanently closed, allotted shares may no longer be exercised.

IX. Operations performed by the Company on its own shares

Within the scope of the authorisation granted by your General Meeting, the Board of Directors has purchased and sold shares in 2011 so as to regulate the price of the Company shares.

As of 31st December 2011, the Company owned 4,249 shares compared with 3,181 as of 31st December 2008.

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X. Income allocation

We hereby propose you allocate the income for the year, amounting to 3,425,848.97 euros, as follows:

■ Legal reserve 5% not to exceed 10% of equity capital 153.60 euros

■ Other reserves 1,214,409.37 euros

■ Dividend 2,211,286.00 euros

Should you approve such allocation, the overall gross dividend will then amount to 1.10 euros per share.

As provided for in article 243 a) of the General Tax Code, all dividends proposed are eligible for a rebate to the benefit of natural persons residing in France for tax purposes, pursuant to article 158-3 2a) of the General Tax Code, unless they choose the tax withholding option provided for in article 117 4) of the General Tax Code.

The above-mentioned option must be exercised at the time of each collection.

Such option is irrevocable and may not be exercised a posteriori.

XI. Reminder of dividends paid

In accordance with the provisions of Article 243 a. of the French General Tax Code, we remind you that the dividends paid in respect of the three previous financial years are as stated in the table below.

2008 2009 2010

Number of paying shares 1,960,930 1,985,050 2,008,340

Net dividend per share 1.00 € 1.00 € 1.10 €

Share price at the last stock exchange session following financial year end 45.79 € 55.80 € 59.47 €

XII. Non-tax deductible expenses

In accordance with the provisions of Article 223 4) of the General Tax Code, we inform you that the amount of non-tax deductible expenses, except for corporate tax, amounted in the previuos financial year to 18,649 euros, of which 10,385 euros in respect of expenses of the type stated in Article 39-4 of the GTC.

XIII. Information on executive officers

List of executive officersIn accordance with the provisions of Article L. 225-102-1, paragraph 3 of the Commercial Code, we state below the list of executive officers and positions held in other companies by each of the Company’s executive officers.

■ Mr. Régis ARNOUX: Manager for FINANCIÈRe RÉGIS ARNOUX (SARL - 13 Marseille)

■ SARL FINANCIÈRe RÉGIS ARNOUX: None. ■ Mrs. Monique ARNOUX: None. ■ Mrs. Florence ARNOUX: None ■ Mrs. Frédérique SALAMON: None. ■ Mr. Christian DAUMARIe: None. ■ Mr. Henri de BODINAT: Chairman and CeO for Time equity Partners (SAS - 75 Paris); Director for CCM/Benchmark (SA - 75 Paris); and Thema TV (SA - 75 Paris).

■ Mr. Michel de BONNeCORSe: None ■ Mrs. Sophie Le TANNeUR: None ■ Mrs. Sonia de DeMANDOLX: Director for GBSN Network (Washington - USA).

■ Mr. Frédéric BeDIN: Chairman of the Board of Directors of Public Système Hopscotch (SA - 92 Levallois).

Compensation of the executive officersIn accordance with the provisions of Article L. 225-102-1of the Commercial Code, we state below the total gross compensation and any benefits whatsoever that have been paid to the executive officers in the year ended.

This information takes also into account, when appropriate, any commitments of whatsoever nature made by the Company to the benefit of its executive officers, for compensation items, indemnities or benefits which may be due in respect of taking, termination or change of their duties or after them, as well as the conditions for determination of such commitments.

■ Mr. Régis ARNOUX, Chairman of the Board of Directors and Director General: 138 thousand €.

■ SARL FINANCIeRe RÉGIS ARNOUX: 142 thousand € in respect of fees and directors’ attendance fees.

■ Mrs. Monique ARNOUX, Director: 10 thousand € in respect of directors’ attendance fees.

■ Mrs. Florence ARNOUX, Director: 76 thousand € in respect of wages and directors’ attendance fees.

■ Mrs. Frédérique SALAMON, Director: 15 thousand € in respect of directors’ attendance fees.

■ Mr. Christian DAUMARIe, Director: 30 thousand € in respect of directors’ attendance fees.

■ Mr. Henri de BODINAT, Director: 15 thousand € in respect of directors’ attendance fees.

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■ Mr. Michel de BONNeCORSe, Director: 20 thousand € in respect of directors’ attendance fees.

■ Mrs. Sophie Le TANNeUR, Director: 15 thousand € in respect of directors’ attendance fees.

■ Mrs. Sonia de DeMANDOLX, Director: None.

■ Mr.Frédéric BeDIN, Director: None.

XIV. Employee shareholding

In accordance with the provisions of Article L. 225-102 of the Commercial Code, we hereby state the stake held by the employees in the Company’s share capital as of the last day of the year, 31st December 2011: 1,457 shares accounting for 0,07 % of the share capital.

None of those shares is under collective management (Pee or FCPe).

XV. Social and environmental outcomes of the Company´s business

In accordance with Article L. 225-102-1 of the Commercial Code on awareness of the social and environmental outcomes of our business, we remind you that our Company operates solely overseas.

We have increasingly strengthened our action in the field of quality, health, safety and environment certification in the countries of operation.

XVI. Directors’ attendance fees

You are kindly requested to define the amount of the directors’ attendance fees for your Board of Directors.

XVII. Authorisation to deal on the Stock Exchange

We hereby remind you that, lastly, your General Meeting held on 20th June 2011 has authorized the Board and granted said Board of Directors and has invested in it all powers to allow the Company dealing on the Stock exchange, pursuant to the provisions of Articles L. 225-209 to L. 225-214 of the Commercial Code and the regulations issued by the Autorité des Marchés Financiers (the French stock market regulatory authority), on its own shares to regulate their price.

This authorization is valid for eighteen months and will expire on 19th December 2012.

You are kindly requested to renew this authorization for a new eighteen-month period, it being hereby stated that we propose you to set out the limits of such authorization as follows: the operations performed in this respect will be made at a maximum purchase price of One Hundred and Thirty (130) euros and a minimum sale price of Twenty (20) euros, not to exceed the legal limit of 5% of the share capital.

XVIII. Research and development activities

We report to you, pursuant to article L.232-1 of the Commercial Law, that the company has undertaken no research and development activity which could allow it obtaining tax and financial benefits that can be granted by the authorities under certain circumstances.

No expense of such nature has been recorded in the assets of our balance sheet.

XIX. Ratification of a director’s term of office

We hereby remind you that the Board of Directors appointed on a preliminary basis at its meeting held on 26th May 2011, Mr. Frédéric BeDIN, residing at 55 avenue Sainte-Foy 92200 Neuilly-sur-Seine, for the position of director in replacement of Mr. Pierre MUTZ following resignation of the latter.

In accordance with the legal and statutory provisions, you are kindly requested to ratify such appointment made for the term remaining to finish the office of his predecessor that will expire at the closing of the general meeting that will be called to decide upon the accounts for the year ended in 2012

XX. Appointment of a new director

We hereby propose you to appoint a new director, MARINe FIRMINY, a single-partner limited liability company [Société par actions simplifiée à associé unique - SAS] with a capital of 10,000 euros, with registered office at 83 rue Olivier de Serres 75015 PARIS, identified under number 751,095,803 of the RCS (Company Registry) PARIS, whose president and founder is Mr. Pierre-François FORISSIeR and whose permanent representative will be Admiral Pierre-François FORISSIeR.

Such appointment will be for a period of six years that will expire at the closing of the general meeting that will be called to decide upon the accounts for the year ended in 2017. Mr. Pierre-François FORISSIeR, ex officio, has communicated in advance that he accepted the aforesaid duties and that he is not subject to any action or impairment which may prevent him from performing them.

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XXI. Foundation

In accordance with the decision made by your General Meeting on 12th June 2007, our company has implemented a foundation whose official establishment results from an order issued by the Governor of Bouches du Rhône dated 11 February 2008.

We remind you that the objective of this Foundation is to select one or several underprivileged people wishing to receive secondary-school or university training and having a determined career project, in order to support them not only from the financial standpoint but also providing them with any help and assistance for the entire duration of their studies.

Our Foundation, with a budget of 30,000 euros per year, has helped and followed 20 people during year 2011.

B. SCOPE OF THE EXTRAORDINARY GENERAL MEETING

Modification of the age limit for the Directors, Chairman and Managing Director

We hereby propose you to modify articles 14.4, 15.2 and 28 of the articles of association stating the age limit for the appointment of Directors, Chairman and Managing Director of the company, to bring such age limit to 80 years instead of 75 years to date.

The draft resolutions set up by us relate to the various issues dealt with above, as well as the discharge of the members of the Board of Directors and the agreements referred to in article L.225-38 and subsequent articles of the Commercial Code, as well as the conventions of similar nature to those provided for in article L.225-42 paragraph 3 of the Commercial Code.

You are kindly requested to approve the resolutions so submitted to your vote.

The Board of Directors

One Director The Chairman

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> Consolidated financial statements

CONSOLIDATED INCOME STATEMENT (IFRS standards)

For the financial years ended December 31, 2011 and December 31, 2010(in thousands of Euros)

Notes 31/12/2011 31/12/2010

Turnover (3) 266,837 196,620

Purchase of goods (140,762) (96,867)

Staff costs (22) (70,298) (57,244)

external charges (27,923) (20,580)

Taxes (4,632) (4,675)

Depreciation charges (2,708) (2,820)

Addition/Reversal of provisions (4) (343) (439)

Operating income for the period 20,171 13,995

Other operating income (5) 2,016 2,360

Other operating expenses (5) (3,464) (934)

Operating income 18,723 15,421

Income from cash and cash equivalents 4,107 4,051

Gross financial debt (4,612) (3,823)

Net financial debt (6) (505) 228

Profit before tax (3) 18,218 15,649

Corporate tax (7) (7,105) (5,529)

Consolidated net income 11,113 10,120

Minority interest (1,832) (718)

Group portion Net income 9,281 9,402

Number of shares 2,008,340 1,985,050

Earnings per share (in euros) 4.62 € 4.74 €

Diluted earnings per share (en euros) 4.62 € 4.67 €

Consolidated companies foreign exchange gain / loss 439 649

Comprehensive income 11,552 10,769

Group portion 9,716 10,044

Minority interest 1,836 725

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CONSOLIDATED BALANCE SHEETS (IFRS standards)


ASSeTS Notes 31/12/2011 31/12/2010

Non-current assets

Net intangible assets (8) 6,755 7,128

Net tangible assets (9) 5,235 5,821

Net financial assets (10) 168 319

Deferred tax assets 139 71

Total non-current assets 12,297 13,339

Current assets

Stocks (11) 10,317 9,331

Net Accounts receivable (12) 47,511 39,459

Other current assets (13) 8,510 4,314

Current tax 2,611 2,254

Income from cash and cash equivalentsof which Algeria

37,55115,379

25,3628,355

Total current assets 106,500 80,720

Total assets 118,797 94,059

LIABILITIeS Notes 31/12/2011 31/12/2010

Equity

Share capital 1,603 1,585

Reserves 40,099 32,412

Net income for the financial year 9,281 9,402

Minority interest 2,294 782

Total equity 53,277 44,181

Non-current liabilities

Long-term provisions (14) 717 408

Long term financial liabilities (15) 427 1,256

Deferred tax liabilities 0 0

Total Non-current liabilities 1,144 1,664

Current liabilities

Short term financial liabilities of which bank overdrafts

1,000927

1300

Accounts payable 36,669 28,929

Current tax 3,611 2,062

Other current liabilities (16) 23,096 17,093

Total current liabilities 64,376 48,214

Total liabilities 118,797 94,059

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STATEMENT OF SOURCE AND APPLICATION OF FUNDS (IFRS standards)


31/12/2011 31/12/2010

Cash flow from operations

Net income 9,281 9,402

Items not related to free cash flow

Depreciations and provisions 3,060 2,849

Share of minority interests in the income of consolidated companies 1,832 718

Gain / loss on asset transfer (1,840) (2,044)

Foreign exchange gain / loss 435 642

Foreign exchange gain / loss in minority interest 4 7

Changes in operating working capital

Changes in assets and liabilities related to customers (8,052) (9,759)

Changes in assets and liabilities related to suppliers 7,740 11,211

Stock changes (987) (3,793)

Change in other operating assets / liabilities 2,874 (1,664)

Net cash flow from operating activities 14,347 7,569

Cash flow from investing activities

Purchase of intangible assets (71) (185)

Proceeds from Disposal of intangible assets 0 0

Purchase of intangible assets (2,329) (3,206)

Proceeds from Disposal of tangible assets 725 188

Purchase of financial assets 0 (166)

Proceeds from Disposal of financial assets 150 0

Impact of changes in scope 1,676 0

Cash flow from investing activities 151 (3,369)

Cash flow from financing activities

Dividends paid to parent company shareholders (2,209) (1,985)

Dividends paid to minority interests in consolidated companies (324) (246)

Deposits paid by subsidiaries (133) (379)

Own shares (130) (3)

Capital increase 349 390

Proceeds from borrowings 0 0

Repayment of Borrowings (829) (1,979)

Cash flow from financing activities (3,276) (4,202)

Changes in cash flow 11,222 (2)

Net cash flow at the beginning of the financial year 25,362 24,860

Impact of exchange rate variations 40 504

Net cash flow at the end of the financial year 36,624 25,362

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STATEMENT OF CHANGES IN EQUITY (IFRS standards)

For the financial years ended December 31, 2011 and December 31, 2010(In thousands Euros excluding the number of shares)

Number of shares Capital Reserves Net income Minority interests Total

Equity on December 31, 2009 1,957,429 1,566 28,704 6,802 301 37,373

Net income allocation for the previous financial year - - 6,802 (6,802) - -

Payment of dividends - - (1,985) - (246) (2,231)

Capital increase 24,120 19 371 - - 390

Foreign exchange reserve - - 642 - 7 649

Withholdings on dividends received from subsidiaries - - (379) - - (379)

Own shares 320 - (3) - - (3)

Consolidation provision - - - - - -

Changes in the consolidation scope - - (1,740) - 2 (1,738)

Net income for the financial years ended December 31, 2010 - - - 9,402 718 10,120

Equity on December 31, 2010 1,981,869 1,585 32,412 9,402 782 44,181

Net income allocation for the previous financial year - - 9,402 (9,402) - -

Payment of dividends - - (2,209) - (324) (2,533)

Capital increase 23,290 19 330 - - 349

Foreign exchange reserve - - 435 - 4 439

Withholdings on dividends received from subsidiaries - - (133) - - (133)

Own shares (1,068) (1) (129) - - (130)

Consolidation provision - - - - - -

Changes in the consolidation scope - - (9) - - (9)

Net income for the financial years ended December 31, 2011 - - - 9,281 1,832 11,113

Equity on December 31, 2011 2,004,091 1,603 40,099 9,281 2,294 53,277

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NOTES TO THE FINANCIAL STATEMENTS (IFRS standards)

For the years ended 31 December 2011 and 31 December 2010

1. The Group

The CIS consolidated financial statements for the year ended 31 December 2011 have been approved on 27th April 2012 by the Board of Directors.

Such consolidated financial statements have been set up in accordance with the principles contained in the IFRS standards.

The consolidated financial statements pertain to Catering International & Services, the parent company of the consolidated Group as a whole and its subsidiaries.

The Group carries out its business overseas. This business comprises international catering and consists in the supply of catering, hotel, logistics, technical maintenance services and related services (security, medical, leisure, etc.) in hostile environments.

The Group’s customers include Western operators, often very well known. They usually operate from independent local legal entities or local mixed ownership companies engaged in business related to oil, gas, mining, engineering and buildings and public works.

The services provided by the Group assist such customers in their operations that are mainly located in emerging countries.

2. Accounting principles, rules and methods used

In accordance with the european regulation No. 1606/2002 adopted on 19th July 2002, the companies quoted in a regulated european market must set up, from the years opened 1st January 2005, their consolidated financial statements in accordance with the IFRS’s (International Financial Reporting Standards), formerly referred to as IAS’s (International Accounting Standards).

The consolidated financial information published by Catering International & Services S.A. for years 2010 and 2011 are therefore set up in accordance with the IFRS’s.

There is no difference between the IASB IFRS’s and the reference standards adopted by the Ue and applied by the Group.

The standards, interpretations and modifications of the following existing standards are mandatory for the years started from 1st January 2011:

■ IAS 24 reviewed - Information on related parties;

■ Amendments to IFRS 1 - Limited exemption from the obligation to provide comparative IFRS 7 disclosures for first-time adopters;

■ IAS 32 - Amendment on Classification of right issues;

■ Amendments on several IFRS standards, resulting from the IFRS’s annual improvement programme of May 2010 ;

■ IFRIC 14 - Amendments on Prepayments of a Minimum Funding Requirement;

■ IFRIC 19 - Extinguishing financial liabilities with equity instruments..

The impact of the adoption of the other new standards, interpretations of and amendments to the existing standards on the financial statements of the Group is limited.

The consolidated financial statements do not take the following into consideration:

■ Draft standards at the presentation-survey stage at the IASB ;

■ New standards, interpretations of and amendments to the existing standards not yet approved by the european Union, among which:

• IFRS 1 - Amendment - Severe hyperinflation;

• IFRS 7 - Transfers of financial assets: information to be provided;

• IFRS 9 - Financial instruments (replacement of IAS 39);

• IFRS 10 - Consolidated financial statements;

• IFRS 11 - Joint arrangements;

• IFRS 12 - Disclosures of interests in other entities;

• IFRS 13 - Fair value measurement;

• IAS 1 - Amendment - Presentation of other comprehensive income (OCI);

• IAS 12 - Amendment - Differed tax: recovery of underlying assets;

• IAS 19 - Amendment - Employee benefits;

• IAS 27 reviewed - Separate financial statements;

• IAS 28 reviewed - Interests in associates and joint ventures.

These new standards, amendments and interpretations have had no impact on the consolidated financial statements.

Accounting rules for consolidation

Scope of consolidationConsolidation includes all companies controlled by Catering International & Services on an exclusive or joint basis, or over which Catering International & Services exerts a significant influence.

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Consolidation includes all subsidiaries and interests meeting such criteria, even in cases where they account for a negligible influence on the consolidated Group as a whole or if their operation is not intended to continue..

Consolidation methodsThe financial statements of the companies under the exclusive control of Catering International & Services are fully consolidated.

The companies over which CIS exerts joint control are consolidated by the proportional method.

The companies over which the Company exerts a significant influence are accounted for by the equity Method.

It is worthy of note that as of 31st December 2011 no subsidiary is included in the last two categories.

Assessment methods

Presentation of the financial statementsWithin the scope of application of IAS 1, reviewed, the CIS Group has chosen to present, in a statement named “Comprehensive statement of income” placed immediately after the income statement, the income and expense items directly accounted for under equity in accordance with other standards (foreign exchange gain / loss, change in fair value of available-for-sale financial assets, change in fair value of cash-flow hedge instruments, etc.).

Determination of operating incomeThe operating income includes all income and expenses directly related to the regular business of the Group, whether such income and expenses are recurring or result from specific decisions or operations.

Foreign currency translation The transactions in foreign currency are translated at the applicable exchange rate at the time of the transaction.

The liabilities and receivables in foreign currency are valued at the year-end exchange rate. The resulting foreign exchange gains and losses are recorded in income.

The account items of the foreign companies are converted into euros using the following method:

The balance sheet items (not including the equity converted at the historical exchange rate) are converted into euros on the basis of the year-end exchange rate.

The income statement items, as well as the income - Group portion recorded in equity are valued at the average exchange rate for the year. The difference between the net income converted at the average rate and the net income translated at the year-end rate is recorded in the consolidation provisions.

Current / non-current assets and current / non-current liabilities The assets that are to be realised, consumed or transferred within the scope of the regular operation cycle or within the

twelve months following the year end, are recorded in “current assets” like the assets held for being transferred, cash flow or cash equivalents.

All other assets are recorded in “non-current assets”.

The liabilities that are to be realised within the scope of the regular operation cycle or within the twelve months following the year end, are recorded in “current liabilities”.

All other liabilities are recorded in “non-current liabilities”.

Stock option planStock option plans may be allocated by the Group in the form of CIS shares at price and exercise period conditions inherent to each allocation.

The fair value of the services received in consideration for the allocation of such option is valued on a final basis with reference to the fair value of the aforesaid options at the date of allocation.

In order to value the options, the Group uses a binomial mathematical model. The total fair value so determined is linearly recorded for the entire share rights acquisition period. Such expense is recorded in staff costs in compensation for an increase in the consolidation provisions. At the time of exercise of the option, the cash amount received by the Group in respect of exercise price is accounted for under cash flow in compensation for the consolidation provisions.

Earnings per shareThe base earnings per share is calculated by dividing the net income (Group share) by the weighted average number of outstanding shares during the financial year.

The diluted earnings per share are calculated by dividing the net income (Group share), adjusted for the financial cost (net of taxes) of the dilutive debt instruments, by the weighted average number of outstanding common shares during the financial year, plus the average number of shares that, according to the share buyback method would have been issued if all dilutive instruments issued had been converted (stock options or convertible bond).

The dilutive effect of each convertible instrument is determined by seeking the maximum dilution of the base earnings per share.

Transactions with related parties

Transactions with related parties include the following:

■ the legal entities controlling directly or indirectly, on an exclusive or joint basis, through one or several intermediaries, or exert a significant influence on the Group;

■ the main executives of the Group.

Valuation of turnoverThe turnover is valued at the fair value of the consideration received or to be received.

The turnover is recorded net of discounts and taxes.

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The turnover is recorded upon transfer of the main risks and benefits to the purchaser, usually in coincidence with the transfer of ownership or the performance of the service.

Cost of borrowingPursuant to the provisions of the IAS 23 standard, as reviewed, applicable since 1st January 2009, the cost of borrowing in connection with investments in tangible and intangible assets relating to projects undertaken after that date for which the construction / preparation period exceeds 1 year, shall as a mandatory requirement be included in the cost price of such assets.

The enforcement of this regulation has no impact on the accounts of the CIS Group.

Intangible assets

Goodwill

The takeover of business or companies is accounted for according to the acquisition cost method, pursuant to the provisions of the IFRS 3 standards.

In accordance with such method, the assets, liabilities and contingent liabilities of the acquired company that meet the definition of identifiable assets or liabilities are recorded at their fair value on the date of acquisition.

The difference between the acquisition cost of the business or securities of the company taken over, and the fair value of the assets, liabilities and contingent liabilities as of the date of acquisition is recorded in the assets of the balance sheet under goodwill if positive and under income for the year of acquisition if negative.

Since 1st January 2010 and implementation of the IFRS 3 standard as reviewed, the acquisition cost is, as a mandatory requirement, accounted for in expenses, and the company may choose a complete or partial goodwill (to date, no option with regard to the latter consideration has been selected by the CIS Group, given that no goodwill has been accounted for since the above-mentioned date).

Goodwill is subject to depreciation tests conducted on a yearly basis or more frequently as soon as any events or circumstances may show that they could have depreciated. Any such events or circumstances occur whenever any significant modifications occur that question on a permanent basis the essentials of the initial investment.

For conducting the impairment tests, every goodwill is assigned to a Cash-Flow Generating Unit (UGT by its initials in French) based on the organization implemented by the Group.

A UGT is defined as a set of assets whose use generates cash inflows independently from the other Group’s assets or group of assets.

The recoverable amount of the UGT is equal to the higher between (i) its value in use measured according to the discounted cash flow method and (ii) its fair value minus the cost of sales.

If the recoverable value of the UGT is lower than the accounting value of its assets, the impairment loss is assigned as a priority

to the goodwill. No reversal of an impairment loss accounted for in goodwill may be done.

To determine the value in use, the estimated future cash flows are updated using an update rate that accounts for the current estimates of the time value of money and the specific risk for the asset or the UGT in question.

Other intangible assets

The intangible assets acquired separately are recorded at their cost and the intangible assets acquired within the scope of a business combination are accounted for at their fair value on the date of acquisition. The intangible assets having a given economic life are depreciated over their term of use:

Term of use(in years)

Software 3

Non-competition clause 5

The intangible assets having an indeterminate economic life are not depreciated.

They are subjected to an impairment test systematically conducted at least once a year in accordance with the IAS 36 standard.

The Company has no intangible assets with an indeterminate economic life, except for a goodwill exceptionally depreciated at 100% in 2004 as a result of the dissolution of the subsidiary Myanmar Catering Services Ltd.

Tangible assetsThe tangible assets are accounted for at their cost minus the accumulated depreciation and, when appropriate, the accumulated impairment losses. The depreciation of the tangible assets is calculated following the linear method based on the estimated term of use for the different categories of assets. Such terms of use are mainly the following:

Term of use(in years)

equipment and fittings 10

Transport equipment 5

Office and data-processing equipment 3

Office fittings 5

Assets located abroad 2 à 5 (according to the customer contracts term)

In the event of any internal or external indication of impairment loss, the Group will assess the recoverable value of the tangible assets and record an impairment loss if the net book value of the assets exceeds their recoverable value.

Inventories and work in progressStocks can be recorded (including transport costs) either according to the first in, first out method (for practical reasons, the last known purchase price was used, except for significant variations) or according to the weighted average price method

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(according to the operating sites where eRP Navision or the FTBe information system have been implemented, that allow optimizing stock management). Furthermore, the selected values are adjusted to take into account the risks of obsolescence associated with such inventories.

CustomersThe accounts receivable from customers are valued at their face value. Accounts receivable are, if appropriate, depreciated to take into account the uncollectible accounts receivable.

AssetsThe assets item includes cash and cash equivalents as well as the cash flow blocked in Algeria as a result of the current restrictions on the transfer of dividends.

Provisions for liabilities and chargesIn accordance with the IAS 37 standard, provisioning is provided in the event of occurrence of an obligation to a third party as of the year-end date, whether legal, contractual or

constructive in nature, likely to result in a payment to the benefit of such third party, without any compensation at least equivalent being expected after the year-end date.

Current tax and deferred taxIn accordance with the IAS 12 standard, the deferred taxes are determined according to the liability method for temporary differences between the book values and the tax bases for the assets and liabilities items. They are not updated and are valued using the official tax rate at the year-end date which will be applicable as soon as the temporary differences are reabsorbed.

The deferred tax assets in respect of the temporary differences and the tax losses able to be carried forward are accounted for when considered as recoverable over the period of validity, taking into account the historical and prospective information.

It is worthy of note that no tax consolidation system exists in the Group.

3. Segment information per geographical area

Pursuant to the IFRS 8 standard, segment information is published in accordance with the Management’s perspectives and therefore based on the internal Group reporting. Since the Group generates its entire turnover overseas and is present in a single business, the information is broken down by geographical area as follows (in thousand euros):

2011 2010

Africa (1) Consolidated income 131,190 102,077

Turnover 11,770 9,481

Asia / Oceania (2) Consolidated income 75,884 37,585

Turnover 8,203 6,276

CeI (3) Consolidated income 13,146 12,478

Turnover 190 (353)

South America (4) Consolidated income 46,616 44,480

Turnover (1,945) 245

Turnover 266,836 196,620

Consolidated profit before tax 18,218 15,649

(1) Algeria - Angola - Burkina Faso - Central Africa - DR Congo- Congo Brazzaville - eritrea - Ghana - Guinea Conakry - equatorial Guinea - Libya - Madagascar - Mali - Mauritania - Nigeria - Sierra Leone – Chad(2) China - Irak - Mongolia - New Caledonia - Yemen(3) Azerbaidjan - Kazakhstan - Russia - Turkmenistan(4) Bolivia - Brazil - Peru

The accounting methods used for setting up the segment information are identical to those used by the Group for purposes of its consolidated financial statements as per the IFRS standards.

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4. Addition/Reversal of provisions

The breakdown of Net Addition/Reversal of provisions is as follows (in thousands euros):

2011 2010

Provisions for uncollectible accounts receivable and other receivable (84) (561)

Provisions for liabilities and charges (259) 122

Addition/Reversal of provisions (343) (439)

5. Other operating income and expenses

The breakdown of other operating income and expenses is as follows (in thousands euros):

2011 2010

Income on disposal of assets 173 112

Income on disposal of investments 1,668 1,932

Discontinued operations excess in Iran 0 185

Miscellaneous operating income 135 131

Compensations received from other disputes 40 0

Other operating income 2,016 2,360

Compensations received from other disputes 0 (60)

Yemen Customer dispute (1,400) 0

Labor disputes (108) (125)

Compensations for partner settlement 0 (123)

Penalties (1,944) (625)

Payment differences (12) (1)

Other operating expenses (3,464) (934)

CIS-NC has entered into a partnership agreement with New Caledonia’s SCP d’Investissements du Nord in 2011. This agreement will allow implementing the necessary collaborations for the development of new business in New Caledonia by setting up a preliminary budget showing a significant increase in the results. Within this context of combination of activities and business, SCP NORD has acquired a 20% interest in CIS-NC. Such operation has resulted in a profit in an amount of 1.7 million € and has been recorded in other operating income considering that this gain accounts for the compensation for future results and has therefore not been restated in equity, taking into account such partnership. This presentation of the transaction in the accounts involves a better transcription of the true view of the transaction performed in accordance with the IFRS 3, IAS 27 and IAS 2 standards.

6. Net financial debt cost

The breakdown of the financial result is as follows (in thousands euros):

2011 2010

Other interest income 41 66

Interest bearing loans (63) (172)

Other interest and related expenses (341) (288)

Foreign exchange transactions gains/ losses (142) 622

Net financial debt cost (505) 228

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The Company generates its entire turnover overseas and therefore runs a foreign exchange risk associated with the changes in the foreign exchange rates, particularly the American dollar.

Procedures have been implemented in this regard to cover the more likely exposures, mainly associated with cash flows resulting from the business performed in foreign currency.

In order to limit the foreign exchange risks, the expenses and income are mostly denominated in the currency of the country of operation, thus maintaining a certain balance.

7. Corporate tax

■ In accordance with the IAS 12 standard, the deferred taxes are determined according to the liability method for temporary differences between the book values and the tax bases for the assets and liabilities items. They are not updated and are valued using the official tax rate at the year-end date which will be applicable as soon as the temporary differences are reabsorbed.

■ The deferred tax assets in respect of the temporary differences and the tax losses able to be carried forward are accounted for when considered as recoverable over the period of validity, taking into account the historical and prospective information.

■ It is worthy of note that no tax consolidation system exists in the Group.

The breakdown of the corporate tax in the income statement is as follows (in thousands euros):

2011 2010

French tax provisions (502) (732)

Tax provisions for permanent establishments abroad (378) (320)

Subsidiaries’ tax provisions (6,293) (4,482)

Deferred taxes 68 5

Expenses (income) from corporate tax (7,105) (5,529)

8. Intangible assets

The intangible assets include the following items (in thousands euros):

31/12/2011 31/12/2010

Software 552 480

Goodwill 6,600 6,600

Non-competition clause 2,300 2,300

Other Intangible assets 136 135

Depreciations (2,833) (2,387)

Net intangible assets 6,755 7,128

CIS defines a cash-flow generating unit as the lowest level at which the goodwill is subject to monitoring for internal management requirements, corresponding to the smallest set of assets whose use generates cash inflows independently from the other Group’s assets or set of assets. For such purpose, the CIS Group has chosen the country level as a UGT.

The goodwill is basically comprised of the goodwill of the Algerian CIePTAL in 2006. The financial information and the prospects for such subsidiary provide support for maintaining the book value of the goodwill without depreciation.

Indeed, an impairment test is conducted on a yearly basis from an updating of the prospective cash flows over 3 years, at a 10% rate.

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9. Tangible assets

The tangible assets include the following items (in thousands euros):

31/12/2011 31/12/2010

Buildings and compounds 3,880 3,476

Technical installations, industrial equipment and tooling 3,919 4,277

General installations, various layouts and fittings 3,085 3,023

Transport equipment 3,959 3,577

Office and data-processing equipment, fittings 1,940 1,652

Depreciation and provisions (11,548) (10,184)

Net tangible assets 5,235 5,821

10. Financial assets

The financial assets include the following items (in thousands euros):

31/12/2011 31/12/2010

Deposits and securities 152 269

Loans and other financial assets 16 50

Net financial assets 168 319

11. Stocks

The breakdown of stocks is as follows (in thousands euros):

31/12/2011 31/12/2010

Stocks of goods 10,317 9,331

Provisions for depreciation - -

Net stocks 10,317 9,331

12. Accounts receivable

The breakdown of accounts receivable is as follows (in thousands euros):

31/12/2011 31/12/2010

Accounts receivable 48,572 40,453

Provisions for doubtful receivables (1,061) (994)

Net accounts receivable 47,511 39,459

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13. Other current assets

The breakdown of the other current assets is as follows (in thousands euros):

31/12/2011 31/12/2010

Advance payments 850 543

Other receivables 5,336 2,326

Provisions for doubtful debts (201) (242)

Prepaid expenses 2,525 1,687

Other current assets 8,510 4,314

14. Provisions and other long-term liabilities

The breakdown of provisions and other long-term liabilities is as follows (in thousands euros):

31/12/2011 31/12/2010

Labor disputes 160 190

Other disputes 79 3

Provisions for termination of employment contract for local staff 201 0

Pension plan provision 277 215

Provisions and other long-term liabilities 717 408

15. Long term financial liabilities

The long-term financial liabilities account for the loans taken out in Algeria for the purchase of CIePTAL in 2006.

As of 31 December 2011, the amount due is 427 thousand €, it being known that the last maturity date for repayment will fall in June 2012.

It is hereby reminded that by the 31st December 2010 the outstanding loan balance was 1.256 million €.

16. Other current liabilities

The other short-term liabilities include the following items (in thousands euros):

31/12/2011 31/12/2010

Advance payments received 4,577 2,911

Accounts payable on fixed assets 16 66

Shareholders, payment for capital increase 29 349

Yemen Customer dispute 1,400 0

Customer's accounts payable 0 0

Other tax and social security liabilities 17,073 13,767

Other liabilities 1 0

Other current liabilities 23,096 17,093

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17. Equity

The share capital of Catering International & Services is composed as of 31st December 2011 of 2,008,340 shares with a face value of 0.80 euro.

An increase in capital of 23,290 shares was made in January 2011 to account for the exercise of stock options during the year ended 31st December 2010.

As of 31st December 2011 the Company has 4,249 own stock shares recorded as a deduction from equity in an amount of 362,739 euros. It is hereby reminded that as of 31st December 2010, 3,181 own stock shares in an amount of 232,314 euros were accounted as a deduction from equity.

During the financial year, the General Meeting decided to pay dividends in an amount of 2,209,174 euros.

18. Transactions with related parties

None.

19. Off-balance sheet risks and commitments

No capital lease commitments exist.

The commitments as of 31st December 2011 amount to 14,078 thousand €, of which:

■ performance bonds: 8,974 K€

■ advance payment guarantees: 4,112 K€

■ tender bonds: 535 K€

■ cash credit bonds: 286 K€

■ other guarantees: 171 K€

These bond maturities range from 1 to 5 years.

20. Retirement benefits

A provision for retirement benefits is recorded in the balance sheet in an amount of 277 K€, that are solely provided to headquarter and expatriate staff. In fact, the benefits for local staff are not significant as a result of less favourable regulations, a high turnover and fixed-term contracts.

The Group records the total amount of such retirement, early retirement, retirement indemnities, social security, long-service medals, contingency fund and other similar benefits both for the active duty personnel and retired personnel, net of the plan assets and the amounts not accounted for in accordance with the provisions of the IAS 19 standard.

For the defined contribution pension plans, the payments made by the Group are accounted for against the period to which they relate.

For the defined benefit plans, the costs of the benefits are estimated using the projected unit credit method.

The amount of future payments in respect of the benefits granted to the employees is valued on the basis of assumptions about future wages, age of retirement, probability of payment. Such future payments are taken to their present value using a specific discount rate.

The actuarial gains and losses (change in the benefit and the financial assets due to the changes in assumptions and difference of experiences) are staggered over the average residual work life expected for the personnel participating in these plans, for the part exceeding by more than 10 % the higher of the following values:

■ discounted value of the obligation as of the opening date in respect of the defined benefits;

■ fair value of the plan assets as of the opening date.

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The costs in respect of personnel benefits are divided into 3 categories:

■ expense in respect of unwinding of discount on provision (net of return on pension plan assets) recorded in the income

■ Operating expense in respect of the costs of services provided;

■ Depreciation of actuarial gains and losses accounted for in the “other operating income and expenses” item.

The calculation assumptions are as follows:

■ Retirement at the age of 65 years

■ Career profile at average decrease

■ Average staff turnover: 5 %

■ Salary increases: 3 % per year

■ Discount rate: 3.50 % per year

■ Separate mortality ratio as per distinct Men / Women mortality tables (Reference: Insee TD 88-90 Table)

21. Cash and cash equivalents denominated in foreign currencies

Cash and cash equivalents have been translated into euros based on the last exchange rate preceding the year end. The foreign exchange gain / loss have been directly accounted for in the year income as gain or loss on foreign exchange.

22. Staff

The changes in the staff and workforce expenses are as follows (personnel expenses in thousands euros):

2011 2010

NumberSalaries and social

contributions external staff costs NumberSalaries and social

contributions external staff costs

Headquarters staff 49 5,275 - 43 4,389 -

expatriate staff 247 8,449 2,427 186 7,290 1,062

Local staff 9,533 56,574 - 8,077 45,565 -

Total CIS payroll 9,829 70,298 2,427 8,306 57,244 1,062

Local external staff 57 - 589 86 - 794

Payroll managed by the Group 9,886 70,298 3,016 8,392 57,244 1,856

The stock options exercised in the year have had no impact on the results.

No new stock option plans have been recorded in the year ended.

As of 31st December 2011, 1,920 stock options were traded. The relevant increase in capital will be recorded in the month of January 2012, thus clearing all stock option plans.

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23. Consolidation scope

Companies included in the consolidation scope are listed below:

Company Consolidation method

Group holding percentage

2011 2010

CIS Parent company 100% 100%

ARCTIC CATeRING SeRVICeS Ltd. Full consolidation 100% 100%

CIS-eURASIA Full consolidation 100% 100%

CIS UKRAINe Full consolidation 100% 100%

CIS ASIA Full consolidation 100% 100%

CIS CATeRING OVeRSeAS Ltd. Full consolidation 100% 100%

MYANMAR CATeRING SeRVICeS Ltd. Full consolidation 85% 85%

CIS CAMeROON Full consolidation 100% 100%

CIS CHAD Full consolidation 100% 100%

CIS BOLIVIA Full consolidation 99% 99%

CISM VeNeZUeLA Full consolidation 100% 100%

CIS BRAZIL Full consolidation 100% 100%

CATeRING NORTH AFRICA SeRVICeS Full consolidation 100% 100%

CIS GeORGIe Full consolidation 100% 100%

CIS SAKHALIN Full consolidation 100% 100%

CIS NeW-CALeDONIA Full consolidation 60% 80%

CIS PeRU Full consolidation 89% 100%

CIePTAL Full consolidation 100% 100%

CIS MADAGASCAR Full consolidation 99% 99%

ICS GUINeA CONAKRY Full consolidation 100% 100%

CISY YeMeN Full consolidation 50% 50%

UKRAINe CATeRING & SeRVICeS Full consolidation 100% 100%

CIS ANGOLA Full consolidation 60% 60%

CAC MANGISTAU Full consolidation 100% 100%

CIS NIGeR Full consolidation 100% 100%

CIS BURKINA FASO Full consolidation 100% 100%

CIS SIeRRA LeONe Full consolidation 100% 100%

CIS DR CONGO Full consolidation 99% 99%

GCS GUINeA CONAKRY Full consolidation 100% -

eGCS eQUATORIAL GUINeA Full consolidation 60% -

CNA MAURITANIA Full consolidation 100% -

The Yemenite CISY has been consolidated using the full consolidation method because the management power has been invested in the parent company CIS despite its 50% interest share.

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> Annual accountsIncome statement (in Euros)

Financial year N ended 31/12/2011N-1 on

31/12/2010France export Total

Operating income

Goods sales 0 0 0 0

Sales of goods 0 0 0 0

Sales of services 0 68,117,731 68,117,731 45,764,583

Net Turnover 0 68,117,731 68,117,731 45,764,583

Change in stock of finished goods and work in progress 0 0

Own work capitalized 0 0

Operating subsidies 0 0

Write-back of depreciation and provisions, transfer of charges 130,000 120,000

Other income 0 0

Total operating income (I) 68,247,731 45,884,583

Operating expenses

Purchase of goods 0 0

Changes in stock 0 0

Purchase of raw material and consumables 31,190,519 23,856,983

Changes in stock (purchase of raw material and consumables) (650,800) (982,764)

Other purchases and external charges 12,998,152 8,959,923

Tax expenses 255,006 133,634

Wages and salaries 19,999,483 15,088,840

Social contributions 3,436,829 2,158,532

Operating depreciation

Depreciation to fixed assets 840,033 745,154

Provisions to fixed assets 0 0

Provisions to current assets 51,360 290,752

Provisions for liabilities and charges 63,000 25,400

Other expenses 135,000 109,000

Total Operating expenses (II) 68,318,581 50,385,453

1. Operating result (I-II) (70,849) (4,500,870)

Joint ventures

Allocated gain or transferred loss (III) 0 0

Allocated loss or transferred profit (IV) 0 0

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ANNUAL ACCOUNTS (continuation)(in Euros)

Financial year N ended

31/12/2011N-1 on

31/12/2010

Income

Investment income 4,603,367 3,622,370

Other securities and fixed asset receivables 0 0

Other interest receivable and similar income 37,968 15,127

Write-back of provisions and transfer of charges 247,771 225,291

Foreign exchanges gains 2,798,816 2,725,852

Proceeds from sale of securities 0 0

Total Income (V) 7,687,922 6,588,640

Financial expenses

Financial depreciation and provisions 478,660 247,771

Other interest payable and similar charges 65,738 41,000

Foreign exchange losses 2,722,623 2,203,253

Net loss from sale of securities 0 0

Total financial expenses (VI) 3,267,021 2,492,024

2. FINANCIAL RESuLT (V-VI) 4,420,902 4,096,616

3. Net profit before tax (I-II+III-IV+V-VI) 4,350,052 (404,254)

Extraordinary income

extraordinary operating income 74,181 229,167

Proceeds from sales of assets 1,706,120 2,052,790

Write-back of provisions and transfer of charges 0 0

Total Extraordinary income (VII) 1,780,302 2,281,957

Extraordinary expenses

extraordinary operating expenses 1,795,607 228,890

Capital loss on disposal of fixed assets 8,380 102,325

extraordinary depreciation and provisions 20,100 9,000

Total extraordinary expenses (VIII) 1,824,087 340,215

4. Extraordinary profit (VII-VIII) (43,786) 1,941,742

Employees' profit sharing (IX) 0 0

Income tax expense (X) 880,418 1,051,886

Total Income (I+III+V+VII) 77,715,955 54,755,180

Total expenses (II+IV+VI+VIII+IX+X) 74,290,106 54,269,579

5. Net Profit loss (Total Income - Total expenses) 3,425,849 485,602

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BALANCE SHEET - ASSETS(en Euros)

Financial year N ended 31/12/2011N-1 on

31/12/2010

GrossDepreciation,

provisions Net Net

uncalled share capital (I) 0 0 0 0Fixed assetsIntangible assetsStart-up costs 0 0 0 0Research and development costs 0 0 0 0Patents, licenses and similar rights 307,432 264,209 43,223 51,411Goodwill 116,960 116,960 0 0Other intangible assets 2,318,500 2,269,147 49,353 398,086Advances and deposits on intangible assets 0 0 0 0Tangible assetsLand 0 0 0 0Buildings 280,967 222,381 58,586 107,718Plant, machinery and equipment 295,491 244,294 51,197 54,918Other tangible assets 3,096,720 2,001,051 1,095,669 1,153,886Current tangible assets 0 0 0 0Advances and deposits 0 0 0 0Financial assetsInvestments accounted for using the equity method 0 0 0 0Other investments 1,532,410 0 1,532,410 1,525,239Loans to group companies 1,000,000 0 1,000,000 1,000,000Other fixed investments 520 0 520 87Loans 0 0 0 40,000Other financial assets 22,214 0 22,214 22,000Total (II) 8,971,215 5,118,043 3,853,172 4,353,345Current assetsStocksRaw materials and consumables 3,294,790 0 3,294,790 2,643,990Goods in process 0 0 0 0Services in progress 0 0 0 0Intermediate products and finished goods 0 0 0 0Goods 0 0 0 0Advance payments 174,538 0 174,538 394,134Accounts receivableTrade accounts receivable 8,773,266 379,560 8,393,706 6,693,786Other accounts receivable 6,292,419 230,640 6,061,779 1,252,434Called up share capital not paid 0 0 0 0Misc.Marketable securities 362,739 63,200 299,539 189,215Cash 13,609,696 0 13,609,696 10,907,883Equalization accountPrepaid expenses 1,743,214 0 1,743,214 445,344Total (III) 34,250,663 673,400 33,577,263 22,526,786Charges to be spread over several years (IV) 0 0 0Bond redemption premiums (V) 0 0 0unrealised exchange losses (VI) 478,660 478,660 247,771Overall Total (I to VI) 43,700,537 5,791,443 37,909 094 27,127,902

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BALANCE SHEET - LIABILITIES(in Euros)

Financial year N ended

31/12/2011N-1 on

31/12/2010

Equity

Personal contribution or share capital 1,606,672 1,588,040

Share premium account 1,473,457 1,142,739

Revaluation reserves 0 0

Legal reserve 160,667 153,600

Statutory or contractual reserves 0 0

Regulated reserves 0 0

Other reserves 4,040,431 5,771,071

Balance carried forward 0 0

Income statement (profit or loss) 3,425,849 485,602

Investment grants 0 0

Regulated provisions 0 0

Total (I) 10,707,076 9,141,051

Other equity capital

Proceeds of Issue of non-voting shares 0 0

Contingent advance payments 0 0

Total (II) 0 0

Provisions for liabilities and charges

Provision for contingencies 160,000 190,000

Provision for charges 756,060 462,171

Total (III) 916,060 652,171

Liabilities

Convertible debenture loans 0 0

Other debenture loans 0 0

Bank loans and overdrafts 5,468 0

Loans and financial debts 6,385,138 1,202,468

Advance payments on orders 2,459,294 2,696,773

Trade accounts payable 9,169,472 7,260,450

Tax and social security liabilities 6,577,290 5,576,013

Accounts payable to fixed assets suppliers 2,870 4,512

Other debts 1,428,800 349,350

Equalization account

Deferred income 0 0

Total (IV) 26,028,332 17,089,564

unrealised exchange gains (V) 257,626 245,115

Total liabilities (I to V) 37,909,094 27,127,902

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NOTES TO THE ANNUAL ACCOUNTS Notes to the annual accounts before allocation of income for the year, with a total balance sheet of 37,909,094 euros and an income statement presented in the form of a list, with a turnover of 68,117,731 euros and profits in an amount of 3,425,849 euros.

The year under examination covers a 12-month period from 1st January 2011 to 31st December 2011.

The notes and Tables presented below are an integral part of the annual accounts.

The corporate annual accounts of CIS for the year ended 31st December 2011 have been set up by the Board of Directors on 27th April 2102.

1. Major facts during the year

The transfer of 20% of the shares held in the New Caledonia subsidiary CIS-NC has resulted in a gain of 1,668 K€.

A dispute between CIS and one of its customers in connection with operations in Yemen has been provisioned in the financial year 2011 for 1,400 K€.

CIS as many other French companies has been imposed restrictions for the transfer of the dividends from its Algerian subsidiaries.

2. Accounting principles and methods

General principles and policiesThe accounts of the year have been set up and presented in accordance with the accounting principles in compliance with the conservatism and matching principles, while assuming consistency.

The accounting items have been assessed under the historical cost method.

The accounting policies have been used in accordance with the provisions of the Commercial Code, accounting order dated 29th November 1983, as well as the CRC (French Accounting Regulation Committee) regulation 99.03 dated 29th April 1999 on the revision of the chart of accounts.

It is also hereby specified that the financial statements have been set up in accordance with the CRC regulation 2002-10 on depreciation of assets as modified by CRC regulation 2003-07, and with CRC regulation 2004-06 on definition, accounting and assessment of assets.

Consistency principle The assessment methods used for this financial year are the same as for the previous year.

No asset meets the breakdown requirements in the accounts set up as of 31st December 2011.

Depreciation is made on overseas investments for the term of the contracts corresponding to the term of use.

Assets and accounting methodsThe main methods used are as follows:

Intangible assets

They mainly account for the following:

■ goodwill exceptionally depreciated at 100 % in 2004 as a result of the dissolution of the subsidiary Myanmar Catering Services Ltd;

■ software depreciated over 3 years ;

■ Non-competition clause signed with partners, depreciated over 5 years.

Tangible assets

The tangible assets are recorded at their acquisition cost (purchase price and related expenses, with the exception of the expenses incurred for their acquisition).

Depreciation

They are calculated following the linear method as a function of the economic life of the assets.

economic life of assets is defined as follows:

■ equipment and fittings 10 years

■ transport equipment 5 years

■ office and computer supplies 3 years

■ office furniture 5 years

■ overseas assets 2 to 5 years (according to the term of contracts)

Financial assets

Investments, as well as the other financial assets have been recorded at their purchase price, not including any related costs.

The financial assets have been depreciated, when appropriate, by provisioning to take into account their current value at the year end. This value is usually determined with reference to the amount of the equity of the companies involved, which may be corrected by the evaluation of perspectives and unrealized capital gain.

Inventories and work in progress

Stocks can be recorded (including transport costs) either according to the first in, first out method (for practical reasons, the last known purchase price was used, except for significant variations) or according to the weighted average price method (according to the operating sites where eRP Navision or the FTBe information system have been implemented).

Furthermore the selected values have been adjusted to take into account the risks of obsolescence associated with such inventories.

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Accounts receivable and liabilities

The accounts receivable and liabilities are recorded at their face value.

An inventory reserve has been recorded when the book or realisable value of the account receivable is lower than its accounting value.

Foreign exchange transactions

The receivables and liabilities in foreign currency are converted into euros on the basis of the last exchange rate for the financial year.

The differences resulting from such conversion are recorded under the “foreign exchange gain / loss” items in the balance sheet.

The unrealised foreign exchange losses resulting from this conversion are provisioned.

Marketable securities

The marketable securities have been recorded at their acquisition cost with the exception of the acquisition-related expenses incurred.

In the event of transfer of a set of shares of the same nature granting the same rights, the value of the shares has been estimated at the weighted average purchase price.

The CIS own stock is recorded as marketable securities.

.

ADDITIONAL INFORMATION ON THE BALANCE SHEET AND THE INCOME STATEMENT

Assets – gross amounts

(in Euros)

Amount at the beginning of the

financial year Increase Decrease

Amount at the end of the

financial year

Intangible assets

Software 261,106 46,326 0 307,432

Goodwill 116,960 0 0 116,960

Other intangible assets 18,500 0 0 18,500

Non-competition clause 2,300,000 0 0 2,300,000

Total 2,696,566 46,326 0 2,742,892

Tangible assets

Compounds construction 258,243 22,724 0 280,967

Industrial equipment and tooling 277,089 18,402 0 295,491

General installations and layouts 1,207,822 7,626 0 1,215,448

Transport equipment 1,174,686 211,852 225,633 1,160,905

Office and data-processing equipment 674,282 65,111 19,026 720,367

Current tangible assets 0 0 0 0

Total 3,592,122 325,715 244,659 3,673,178

Financial assets

Investments 1,525,239 15,550 8,380 1,532,409

Other fixed investments 87 433 0 520

Loans to group companies 1,000,000 0 0 1,000,000

Loans 40,000 0 40,000 0

Deposits and securities 22,000 215 0 22,215

Total 2,587,326 16,198 48,380 2,555,144

Overall total 8,876,014 388,239 293,039 8,971,214

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Depreciation(in Euros)




financial year

Intangible assets

Software 209,694 54,514 0 264,208

Goodwill 116,960 0 0 116,960

Other intangible assets 7,914 1,233 0 9,147

Non-competition clause 1,912,500 347,500 0 2,260,000

Total 2,247,068 403,247 0 2,650,315

Tangible assets

Compounds construction 150,525 71,856 0 222,381

Industrial equipment and tooling 222,171 22,123 0 244,294

General installations and layouts 705,223 90,954 0 796,177

Transport equipment 650,472 190,270 225,633 615,109

Office and data-processing equipment 547,210 61,582 19,026 589,766

Total 2,275,601 436,785 244,659 2,467,727

Overall total 4,522,669 840,032 244,659 5,118,042

Provisions (in Euros)




financial year

Provisions for liabilities and charges

For disputes 190,000 0 30,000 160,000

For foreign exchange losses 247,771 478,660 247,771 478,660

For pensions and similar obligations 214,400 63,000 0 277,400

Total 652,171 541,660 277,771 916,060

Provisions for depreciation

Of account receivables 346,960 32,600 0 379,560

Of current accounts 211,880 18,760 0 230,640

Of various account receivables 100,000 0 100,000 0

Of marketable securities 43,100 20,100 0 63,200

Total 701,940 71,460 100,000 673,400

Overall Total 1 354 111 613 120 377 771 1 589 460

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Receivables and payables by maturity (in Euros)

Gross amountOf which at no more

than one yearOf which at more

than one year

RECEIVABLES

Fixed assets

Investments 1,532,410 1,532,410

Loans to group companies 1,000,000 1,000,000

Loans and other fixed investments 520 520

Deposits and securities 22,214 22,214

Current asset

Doubtful receivables 379,560 379,560

Other accounts receivable 8,393,706 8,393,706

Staff 34,174 34,174

Government and other authorities 210,960 210,960

Group and partners 4,130,237 3,899,597 230,640

Accounts receivable suppliers 239,500 239,500

Various debtors 1,677,548 1,677,548

Advance payments 174,538 174,538

Prepaid expenses 1,743,214 1,743,214

Total 19,538,581 16,752,797 2,785,784

LIABILITIES

Bank overdrafts 5,468 5,468

Group and partners 6,385,138 6,385,138

Suppliers 9,169,472 9,169,472

Customer advance payment 2,459,294 2,459,294

Staff and social obligations 5,401,913 5,401,913

Government and other authorities 317,273 317,273

Accounts payable to fixed assets 2,870 2,870

Shareholders, payment for capital increase 28,800 28,800

Foreign tax liabilities 858,104 858,104

Other accruals 1,400,000 1,400,000

Total 26,028,332 26,028,332 0

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Items concerning related companies and investments(in Euros)

Items

Amount concerning companies

related investments

Of the balance sheet

Investments 1,532,410

Loans to group companies 1,000,000

Other accounts receivable 4,130,237

Provisions for depreciation of current accounts (230,640)

Loans and financial debts 6,385,138

Accounts payable to financial assets 2,870

Of the income statement

Turnover (technical assistance and trademark royalties) 7,988,758

Provisions to current assets 18,760

Interest and related expenses 25,324

Other interest income 80,002

Income from investments 4,523,365

Accrued liabilities(in Euros)

Staff and social obligations 3,941,922

Government and other authorities 39,743

Suppliers 597,776

Dispute 1,400,000

Total 5,979,441

Prepaid expenses(in Euros)

Operating expenses 1,743,214

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Structure of the share capital The share capital is composed of 2,008,340 common shares having a face value of 0.80 euro.As of 31st December 2011, the company has in own shares 4 249 shares accounting for a net value of 362,739 euros.It is hereby reminded that by 31st December 2010, 3,181 own stock shares in an amount of 232,315 euros (in gross value) were recorded.

Number of shares Capital Reserves Net income Total

Equity on 31/12/2009 1,960,930 1,568,744 € 9,438,500 € (756,964 €) 10,250,280 €

Net income allocation for the previous financial year (756,964 €) 756,964 € 0 €

Capital increase 24,120 19,296 € 370,923 € 390,219 €

Payment of dividends (1,985,050 €) (1,985,050 €)

Net income for the financial year ended 31/12/2010 485,602 € 485,602 €

Equity on 31/12/2010 1,985,050 1,588,040 € 7,067,409 € 485,602 € 9,141,051 €

Net income allocation for the previous financial year 485,602 € (485,602 €) 0 €

Capital increase 23,290 18,632 € 330,718 € 349,350 €

Payment of dividends (2,209,174 €) (2,209,174 €)

Net income for the financial year ended 31/12/2011 3,425,849 € 3,425,849 €

Equity on 31/12/2011 2,008,340 1,606,672 € 5,674,555 € 3,425,849 € 10,707,076 €

Turnover breakdown (in Euros) In accordance with executive Order No. 83-1020 dated 29th November 1983 – Article 24-20°, the breakdown of turnover is stated by geographical area, while breakdown by industry is not stated because it is not feasible in C.I.S. SA.

Geographical areas

ASIA / OCeANIA 30,723,174

Africa 24,880,384

CIS 8,559,278Middle east 3,056,897South America 897,998

Total 68,117,731 Cash and cash equivalents denominated in foreign currencies

Cash and cash equivalents have been translated into euros based on the last exchange rate preceding the year end. The exchange-rate differentials have been directly accounted for in the year income as gain or loss on foreign exchange.

Extraordinary expenses and income (in Euros)

expenses Income

Payment differences on accounts receivable, suppliers and third parties (89) 918

Labor disputes and transactions (107,758)

Customer dispute (1,400,000)

Customer penalties (250,500)

Customer credit notes payment 73,263

Losses on food delivery (37,260)

Transfer and disposal of assets (8,380) 1,706,120

Addition/Reversal of provisions for depreciation of marketable securities (20,100)

Total (1,824,087) 1,780,301

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Breakdown of the income tax (in Euros)

In accordance with executive Order No. 83-1020 dated 29th of November 1983 - Article 24-20, the profits tax is distributed as follows:

Profit before tax Tax Income after tax

Operating income 4,350,052 (889,370) 3,460,682

extraordinary income (excluding investments) (43,786) 8,952 (34,834)

Accounting income (excluding investments) 4,306,266 (880,418) 3,425,848

Capital leaseNone.

Provisions for liabilities (Article 531-2/4 of the Chart of Accounts)Labor disputes have been provisioned in an amount of 160,000 euros.

Off-balance sheet commitmentsBank liabilities as of 31st December 2011 amount to 10 952 222 euros.

Retirement benefitsA provision for retirement benefits is recorded in the balance sheet in an amount of 277,400 euros.

The benefits are calculated according to the preferential method, based on the seniority acquired as of the retirement date.

These benefits apply solely to the active staff in the company as of 31 December 2011, except for the local staff local under an employment agreement with the foreign branches.

The calculation assumptions are as follows:

■ Retirement at the age of 65 years

■ Career profile at average decrease

■ Average staff turnover: 5 %

■ Salary increases: 3 % per year

■ Discount rate: 3.50 % per year

■ Separate mortality ratio as per distinct Men / Women mortality tables (Reference: Insee TD 88-90 Table)

Secured debt None.

Compensation of executives

Management bodies: 137,908 €

Including

■ gross wage 120,000 €

■ benefits in kind 7,908 €

■ attendance fees 10,000 €

■ supplementary pension 0 €

Attendance fees of the other members of the Board of Directors 100,000 €

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Advance payments or loans granted to the senior executivesIn accordance with law of 24th July 1966, no advance payment or loan has been granted to the company’s senior executives.

Average payroll

Employees: 2,474 France : 49 Abroad: 2,425

List of subsidiaries

COMPANIeS Share of the capitalShare capital

(initial amount)equity excluding share

capital (closing rate)

Income for the last financial year

(average rate)equity before income

tax (closing rate)

ARCTIC CATeRING SeRVICeS Ltd. 100% 14,454 € 233,571 € (35,410 €) 283,435 €

CIS eURASIA 100% 3,250 € 110,641 € (116,497 €) 230,389 €

CIS UKRAINe 100% 4,811 € (174 €) 0 € 4,637 €

CIS ASIA 100% 7,890 € (7,639 €) 0 € 251 €

CIS CATeRING OVeRSeAS LTD. 100% 8,129 € 177,580 € (7,641 €) 193,349 €

MYANMAR CATeRING SeRVICeS LTD. 85% 48,254 € (8,065 €) 0 € 40,189 €

CIS CAMeROON 100% 7,622 € 0 € 0 € 7,622 €

CIS CHAD 100% 7,622 € 0 € 0 € 7,622 €

CIS BOLIVIA 99% 4,643 € 107,067 € (24,964 €) 136,674 €

CISM VeNeZUeLA 100% 28,931 € (25,338 €) 0 € 3,592 €

CIS BRAZIL 100% 1,301,792 € 3,392,368 € (854,822 €) 5,548,983 €

CATeRING NORTH AFRICA SeRVICeS 100% 15,463 € 14,751,835 € 7,315,189 € 7,452,109 €

CIS DR CONGO 99% 7,530 € 16,665 € (10,313 €) 34,509 €

CIS GeORGIe 100% 998 € (229,192 €) 0 € (228,194 €)

CIS SAKHALIN 50% 681 € 407,053 € 101,692 € 306,043 €

CIS SIeRRA LeONe 100% 1,067 € 217,737 € 198,769 € 20,035 €

CIS NeW-CALeDONIA 60% 41,900 € 4,134,823 € 4,130,619 € 46,104 €

CIS PeRU 89% 769 € (169,910 €) (161,592 €) (7,549 €)

CIS MADAGASCAR 99% 1,000 € 137,195 € 142,218 € (4,023 €)

ICS GUINeA CONAKRY 100% 800 € 1,002,194 € 967,612 € 35,382 €

CIS YeMeN 50% 30,209 € 1,353,373 € 502,149 € 881,434 €

UKRAINe CATeRING & SeRVICeS 100% 5,902 € 172 € 0 € 6,075 €

CAC MANGISTAU 100% 333 € 145,922 € 83,832 € 62,423 €

CIS ANGOLA 60% 12,653 € (95,498 €) 0 € (82,845 €)

CIS NIGeR 100% 1,524 € 0 € 0 € 1,524 €

CIS BURKINA FASO 100% 1,524 € 579,001 € 575,465 € 5,060 €

GCS GUINeA CONAKRY 100% 1,065 € 115,109 € 112,368 € 3,807 €

eGCS eQUATORIAL GUINeA 60% 15,245 € (167,771 €) (167,771 €) 15,245 €

CNA MAURITANIA 100% 5,338 € 267,418 € 267,418 € 5,338 €

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Year Selected Financial Data (in Euros)

Type of indicationsFinancial year N-4

2007Financial year N-3



2010Financial year N

2011

Year-End capital

Share capital 1,536,000 1,554,804 1,568,744 1,588,040 1,606,672

Number of Common Shares Outstanding 1,920,000 1,943,505 1,960,930 1,985,050 2,008,340

Number of Priority Dividend Shares (without voting rights) - - - - -

Maximum Number of Future Shares to be Created

By debt conversion - - - - -

By stock options - - - - -

Financial Results

Net turnover excluding VAT 44,425,642 54,924,385 46,537,816 45,764,583 68,117,731

Profit before tax, profit sharing and depreciations and provisions 4,490,531 3,281,526 96,860 2,510,274 5,381,649

Income tax 766,047 1,082,520 258,555 1,051,886 880,418

employee Profit Sharing Plan - - - - -

Profit after tax, profit sharing and depreciations and provisions 2,614,294 (715,846) (756,964) 485,602 3,425,849

Dividends Distributed 1,749,155 1,960,930 1,985,050 2,209,174 2,211,286

Earnings per share

Profit after tax, profit sharing, but before depreciations and provisions 1.94 1.13 (0.08) 0.73 2.24

Profit after tax, profit sharing and depreciations and provisions 1.36 (0.37) (0.39) 0.24 1.71

Net Dividend per Share 0.90 1.00 1.00 1.10 1.10

Staff

Average number of persons employed at the headquarters 24 27 31 30 33

Payroll expenses (headquarters and expatriates) 10,734,516 13,137,961 15,223,643 15,088,840 19,999,483

Social security benefits expenses 1,796,318 2,073,443 2,256,890 2,158,532 3,436,829

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> President’s Report on the Operating Procedures of the Board of Directors and Internal Control Dear Sirs,

In accordance with the provisions of article L.225-37, paragraph 6 of the Commercial Law, I state in this report for the year ended 31st December 2011, the following:

■ the conditions of setting up and organization of the work of your Board of Directors for the year ended 31st December 2011;

■ the internal control procedures implemented by the company;

■ the extent of the powers of the Chairman and CeO;

■ the extent of the powers of the Managing Director.

I. Setting up and organization of the work of the Board of Directors

1. Members of the Board

Your Board of Directors is currently composed of 11 members. The list of the company’s directors as well as the positions held by them are stated below:

■ Mr. Régis ARNOUX: Manager for FINANCIÈRe RÉGIS ARNOUX (SARL - 13 Marseille)

■ SARL FINANCIÈRe RÉGIS ARNOUX: None.

■ Mrs. Monique ARNOUX: None.

■ Mrs. Florence ARNOUX: None

■ Mrs. Frédérique SALAMON: None.

■ Mr. Christian DAUMARIe: None.

■ Mr. Henri de BODINAT: Chairman and CeO for Time equity Partners (SAS - 75 Paris); Director for CCM/Benchmark (SA - 75 Paris); and Thema TV (SA - 75 Paris).

■ Mr. Michel de BONNeCORSe: None

■ Mrs. Sophie Le TANNeUR: None

■ Mrs. Sonia de DeMANDOLX: Director for GBSN Network (Washington - USA).

■ Mr. Frédéric BeDIN: Chairman of the Board of Directors of Public Système Hopscotch (SA - 92 Levallois).

2. Schedule for the meetings

The Board of Directors shall meet at such time as the Company’s interests so require.

Your Board of Directors has held 6 meetings during the year ended.

3. Notice of meeting of the directors

In accordance with the articles of association, the directors have been called to the meetings by all means available within reasonable periods of time.

In accordance with article L.225-238 of the Commercial Law, the Statutory Auditors have been called to the meetings of the Board, and have examined and set up the half-year as well as the annual accounts.

4. Director information

All documents, technical documentation and accounting and financial information necessary for the directors to perform their duties have been communicated to them prior to every meeting.

5. Place of the meetings

The meetings of the Board of Directors are held at the company’s headquarters, except for the meetings intended to set up the half-year and annual accounts that are held in Paris.

6. Special Committees

Since 2003 an executive committee having solely advisory powers is responsible for examining the issues submitted to it by its Chairman, in the following areas:

■ Analysis of the Group’s financial situation;

■ The company’s overall strategy;

■ Main directions of the sales and operating activities;

■ Development, organic and external growth;

■ Investments;

■ Internal and external communications;

■ Staff recruitment and management policy.

This committee is currently composed of the following persons:

■ The Chairman of the Board of Directors;

■ The Managing Director;

■ The Financial Manager;

■ The Human Resources Manager;

■ The Key Account Manager;

■ As well as 6 external members (also directors for CIS).

7. Minutes of the meetings

The minutes of the meetings of the Board of Directors are set up at the end of every meeting.

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II. Internal control procedures

Our company has implemented new internal control procedures to provide rigorous financial management and risk control, as well as to set up the information provided to the shareholders on the financial situation and the accounts.

1. Objectives of the internal control

The objective of the CIS internal control actions and procedures is to prevent the risks resulting from the company’s business and to ensure that all operations performed comply with the procedures implemented by the company as well as the currently applicable laws and regulations.

These procedures are primarily aimed at making sure that the financial and accounting information communicated by the company are true and reliable.

Such procedures take into consideration the particulars of the company’s business that is solely carried out overseas through subsidiaries and branches.

2. General internal control organization

CIS has implemented a Quality Management System (QMS) intended to meet the objectives set by the company’s quality policy and the requirements of the ISO 9001-V2008 standard, for which the Marseille office has obtained certification in February 2004 (Catering engineering - Food, Hotel services - in extreme conditions and in emerging countries, performed from the office).

Within this context, CIS has written a Quality Manual (QM) defining and specifying the various company processes as well as any related procedures.

In parallel, a quality service has been set to control and update the quality system.

For such purpose, internal audits are regularly conducted, so as to ensure that the provisions contained in the quality management system are in accordance with the standard, enforced and efficient.

3. Internal control implementation

The appropriateness and efficacy of the quality management system are regularly examined by process reviews or management reviews performed with the different persons involved.

Whatever the type of review (Process or Management), the methods are similar; however, their scope is different:

The process review applies to a single process (single-process),

The Management review applies summarily to all processes (multiple-process).

Periodicity is adjusted as required as a function of the outcome of the previous reviews and their availability, with the planning being updated on a permanent basis by the Quality Manager.

The inputs for each review: ■ the process operation and efficacy;

■ the results of the audits (internal, certification, customers, inspections of sites, etc.);

■ the customer feedback;

■ the compliance of the services sold;

■ the status of the preventive and corrective actions;

■ the actions resulting from the previous reviews (process or management review);

■ the changes which may impact the quality management system;

■ the improvement recommendations.

The outputs for each review

Following every review, the Quality Manager shall perform a debriefing about the decisions made, particularly those regarding the following:

■ the changes in the quality policy and the associated objectives;

■ the improvement of the services sold with regard to the customers’ requirements;

■ the various actions that are to be taken to preserve the continual improvement;

■ the resource requirements.

All actions shall be planned and monitored jointly by the Quality Manager and the persons involved.

4. Internal audit committee

An Audit Committee was set up in 2010. Its main function is to build up an opinion about:

■ the reliability of the financial information;

■ the efficacy of the internal controls regarding the financial information;

■ the processes of compliance with the laws and regulations;

■ the risk management and control.

This committee is composed of three directors, while the Board of Directors may at its own discretion review at any time the committee structure.

In performing their duties, the members of the Committee are not subject to any line or disciplinary authority inside the company.

5. Financial Controllers – Management Controller – Role of the Country Managers and Area Managers (VP)

The internal control relies also on two financial controllers who go to the countries of operation to carry out any investigations as they may consider appropriate in order to verify the proper performance of the accounting and financial processes in each

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subsidiary, compliance with the rules set out (banking and legal authorities, obligations, account and cash flow management, etc.) and to find the frauds which may occur.

A management controller position was created in 2010 with the main functions of performing operating audits, verifying compliance with the procedures, monitoring and analyzing the management indicators, analyzing the monthly accounts as well as their compliance with the objectives set by the General Management, supervising budget setting up and controlling the sales offers.

Let’s also bear in mind that every subsidiary of the Group has Statutory Auditors who, within the scope of the consolidation processes, are responsible for certifying the accounts and find, if appropriate, any risks of accounting misstatements, and for guaranteeing the information relating to the going concern of those subsidiaries.

6. Accounting and financial information se-ting up and control

The Financial Department, directly under the authority and control of the Management, is responsible for the accounting functions in its entirety.

In the performance of such function, the Financial Department gathers all accounting and financial items communicated by the subsidiaries following their subsequent control by the Directors and Area Managers involved, through their own departments and the statutory auditors of the aforesaid subsidiaries.

Therefore, the Financial Department plays a coordination role and ensures compliance with the relevant regulations and legislation (particularly legal and tax-related).

The Financial Department is responsible for supervising the cash flow monitoring operations and controlling compliance and lawfulness of the conversion of accounts into foreign exchange.

Setting up of the Consolidated Statements In accordance with the european regulation No. 1606/2002, the consolidated financial statements of the Group for the year ended 31st December 2011 have been set up in accordance with the applicable international standards (IFRS) as of that date.

Consolidation is performed by the Financial Manager. All relevant items are then audited by the Statutory Auditors prior to publishing.

III. Powers of the Chairman and CEO

I hereby state that no limitation has been imposed on the powers of the Chairman and CeO.

Marseille, 23 April 2012

Régis ARNOUX

Chairman of the Board of Directors

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> Text of the resolutions proposed at the Combined Annual and Extraordinary General Meeting held on 13th June 2012

Decisions that fall within the scope of the Annual General Meeting First resolution

After having heard the reports from the Board of Directors and the Statutory Auditors regarding the financial year ended 31st December 2011, the General Meeting approved the financial statements and the balance sheet for such year as they have been presented, as well as the operations stated in such statements and summarized in the above-mentioned reports, particularly the expenses accepted as non-deductible from income subject to corporate tax not including provisions for contingency and depreciation, that amount to 18,649 euros, of which 10,385 euros in respect of expenses of the same nature as those referred to in article 39.4 of the GTC.

Accordingly, the Meeting gave the directors unqualified full discharge of their duties for the aforesaid year.

Second resolution

After having heard the management report of the Group and the auditors’ report, the General Meeting approved the consolidated financial statements as of 31st December 2011 as they have been presented, as well as the operations recorded in those statements and reports.

Third resolution

Allocation of incomeThe General Meeting decided, on a proposal from the Board of Directors, to allocate the profit for the year, in an amount of 3,425,848.97 euros as follows:

■ Legal reserve 5% not to exceed 10% of share capital 153.60 euros

■ Other reserves 1,214,409.37 euros

■ Dividend 2,211,286.00 euros

Dividend Amount - Payment - Applicable TaxGiven that the number of paying shares is 2,010,260, the net overall dividend amounts to 1.10 euro per share.

The cash dividend will be paid as from 22th June 2012.

In accordance with article 243 a) of the General Tax Code, it is hereby stated that the entire dividend proposed is eligible for tax allowance for the profit of all natural persons residing in France for tax purposes as provided for in article 158-3 2) of the General Tax Code, unless they choose the tax withholding option provided for in article 117 4) of the General Tax Code.

The General Meeting formally acknowledged the reminder provided by the Board of Directors amount of the dividends distributed in respect of the last three financial years:

2008 2009 2010

Number of paying shares 1,960,930 1,985,050 2,008,340

Net dividends per share 1.00 € 1.00 € 1.10 €

Share value reported by the stock exchange on the last trading day following year end. 45.79 € 55.80 € 59.47 €

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Fourth resolution

The General Meeting, after having heard the special report from the Statutory Auditors on the conventions referred to in article L.225-38 of the Commercial Law, approved the conventions that are presented therein.

Fifth resolution

The General Meeting decided to ratify the appointment, made on a preliminary basis by the Board of Directors at its meeting held on 26th May 2011, of Mr. Frédéric BeDIN, residing at 55 avenue Sainte-Foy 92200 Neuilly-sur-Seine, to the position of director in replacement of Mr. Pierre MUTZ following resignation of the latter, for the term of office remaining to finish of his predecessor, that will expire at the closing of the general meeting that will be called to decide upon the accounts for the year ended in 2012.

Sixth resolution

The General Meeting decided to appoint MARINe FIRMINY as director for a period of six years that will expire at the closing of the general meeting that will be called to decide upon the accounts for the year ended in 2017. MARINe FIRMINY is a company with a capital of 10,000 euros, with registered office at 83 rue Olivier de Serres 75015 PARIS, registered under number 751,095,803 of the RCS (Company Registry) PARIS, whose president and founder is Mr. Pierre-François FORISSIeR and whose permanent representative will be Admiral Pierre-François FORISSIeR.

Seventh resolution

The General Meeting decided to allocate to the Board of Directors the amount of 140,000 euros in respect of directors’ attendance fees.

Eighth resolution

The General Meeting, repeating the decision previously adopted by the General Meeting held on 20th June 2011 for a period of eighteen months, authorized the Board of Directors and granted full powers to the latter in order to allow the Company to deal in the Stock exchange, pursuant to the provisions of articles L.225-209 to L.225-214 of the Commercial Code and the regulations of the Financial Market Authority, with its own shares so as to the market price of the shares through an investment service provider acting under a liquidity agreement in accordance with the AFeI deontology policy, for a period of time not to exceed eighteen months, that is until 12th December 2013.

The transactions performed in such respect shall be made at a maximum purchase price of One Hundred and Thirty (130) euros and a minimum sale price of Twenty (20) euros, not to exceed the legal limit of 5% of the share capital, thus accounting, taking into account the shares already held, for a programme in an amount of 13,066,690 euros.

The effective implementation of this programme will be dependent upon the market and the opportunities to buyback blocks of shares which may occur.

The share buyback programme will be funded using the company’s own resources or by debt financing of the additional needs that may exceed its self-financing.

Ninth resolution

The General Meeting fully empowered the holder of a copy or an excerpt hereof to perform all legal procedures which may be necessary.

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Decisions that fall within the scope of the Extraordinary General Meeting Tenth resolution

The General Meeting, after having acknowledged the report from the Board of Directors, decided to set out the age limit for appointment to the positions of Director, Chairman and Managing Director of the company at 80 years instead of 75 years to date.

Eleventh resolution

The General Meeting decided, as a result of the previous resolution, to modify articles 14.4, 15.2 and 18 of the articles of association as follows:

ARTICLE 14 - THE BOARD OF DIRECTORS

……… 14.4 - Nobody can be appointed as director if, having exceeded the age of 80 years, his/her appointment results in bringing the number of directors having exceeded such age to more than one third of the members of the Board of Directors. If such proportion is exceeded, the oldest director shall be automatically deemed to have resigned at the end of the Annual General Meeting that decides upon the accounts of the year during which such proportion is exceeded ………

ARTICLE 15 - BOARD OF DIRECTORS ORGANISATION AND MANAGEMENT

……… 15.2 - Nobody can be appointed as Chairman of the Board of Directors if his/her age exceeds 80 years. If the Chairman in office exceeds such age, he/she shall be automatically deemed to have resigned. ………

ARTICLE 18 - THE MANAGEMENT

The management

……… Based on the conditions of performance adopted by the Board of Directors, the Chairman or a Managing Director shall be responsible for the Company’s Management.

The Managing Director shall be appointed by the Board of Directors that shall set out the term of his/her office, determine his/her compensation and, when appropriate, the limitations of his/her powers.

The Managing Director shall, for performance of his/her duties, have less than 80 years of age. If, during his/her office, such age limit is reached, the Director General shall be automatically deemed to have resigned and a new Managing Director shall be appointed. ………

Twelfth resolution

The General Meeting fully empowered the holder of a copy or an excerpt hereof to perform all legal formalities which may be necessary.

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> Statutory Auditors’ ReportsSTATUTORY AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

For the year ended 31 December 2011

To the shareholders,

In performance of our duty for which we were engaged by your General Meeting, we hereby present you our report for the year ended 31 December 2011, regarding:

■ the control of the consolidated financial statements of CIS, as attached to this report,

■ the basis for our opinion,

■ the specific examination provided for by the law.

The consolidated financial statements have been set up by the Board of Directors. Our responsibility is to express an opinion on such financial statements based on our audit.

1. Opinion on the financial statements

We conducted our audit in accordance with the professional standards generally accepted in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examination, on a test or other basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the accounting principles used, the significant estimates made as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements for the year comply with the IFRS’s as adopted in the european Union and give a true and fair view of the net assets, financial position as well as the results of the persons and entities involved in the consolidation as a whole.

Without prejudice to the opinion expressed above, we draw your attention to the following item stated in Note 5 to the financial statements, regarding the transfer to SCP NORD of 20% of the equity capital of CIS-NC.

2. Basis for our opinion

In accordance with the provisions of article L. 823-9 of the Commercial Law on the basis for our opinion, we report to you the following item:

As stated in the first part of this report, Note 5 to the financial statements describes the transfer to SCP NORD of 20% of the equity capital of CIS-NC, as well as its impacts on the consolidated financial statements of the CIS Group.

Such operation has resulted in a profit in an amount of 1.7 million €, accounted for in other operating income, considering that this gain accounts for the compensation for future income and therefore has not been restated in equity. This presentation of the transaction in the accounts is intended to provide a better transcription of the true view of the transaction performed.

The examinations so carried out are within the scope of our audit of the consolidated financial statements as a whole, and have therefore helped form our opinion expressed in the first part of this report.

3. Specific examination

We have also specifically examined, in accordance with the professional standards generally accepted in France, the Group-related information provided in the management report, as prescribed by the law.

We have no matters to report as to their fair presentation and consistency with the consolidated financial statements.


Statutory auditors

Cabinet SYReC

Represented by:

Luc CHAMOULeAU

GRANT THORNTON

Represented by:

René MOUReN

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STATUTORY AUDITORS’ REPORT ON THE ANNUAL ACCOUNTS



In performance of our duty for which we were engaged by your General Meeting, we hereby present you our report for the year ended 31 December 2011, regarding::

■ the control of the annual accounts of CIS, as attached to this report,

■ the basis for our opinion,

■ the specific examination provided for by the law.

The annual accounts have been set up by the Board of Directors. Our responsibility is to express an opinion on such financial statements based on our audit.

1. Opinion on the annual accounts

We conducted our audit in accordance with the professional standards generally accepted in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free of material misstatement. An audit includes examination, on a test or other basis, of evidence relevant to the amounts and disclosures in the annual accounts. It also includes an assessment of the accounting principles used, the significant estimates made as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the annual accounts comply with the French accounting rules and principles and give a true and fair view of the operations in the year ended as well as the financial position and the assets of the company at year-end.

2. Basis for our opinion

In accordance with the provisions of article L. 823-9 of the Commercial Law on the basis for our opinion, we report to you the following item::

The shares have been valued according to the methods presented in the “Financial assets” paragraph of Note 2 “Accounting principles and methods” to the financial statements. Within the scope of our examination of the accounting estimates adopted by the Management, we have examined the items taken into consideration for the determination of the present value of the securities and in particular the estimation of perspectives. Based on the information available to date, we have examined the reasonability of those estimates.

The examinations so carried out are within the scope of our audit of the annual accounts as a whole, and have therefore helped form our opinion expressed in the first part of this report.

3. Specific examination and information

We have also performed, in accordance with the professional standards generally accepted in France, the specific examinations provided for by the law.

We have no matters to report as to the fair presentation and consistency with the annual accounts of the information presented in the management report from the Board of Directors and the documents communicated to the shareholders regarding the financial position and the annual accounts.

In our opinion, the information provided pursuant to the provisions of article L.225-102-1 of the Commercial Code relating to the compensation and benefits paid to the executive officers, as well as the commitments made to their profit, is consistent with the accounts or the information used for setting up such accounts and, when appropriate, with the information collected by your company from the companies controlling or controlled by your company. In our opinion based on this work, such information is accurate and true.

In accordance with the law, we have made sure that the various information on the equity investments and acquisition of controlling interests as well as the identity of the equity capital holders with voting rights, has been communicated to you in the management report.


Statutory auditors

Cabinet SYReC

Represented by:

Luc CHAMOULeAU

GRANT THORNTON

Represented by:

René MOUReN

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STATUTORY AUDITORS’ REPORT ISSUED IN ACCORDANCE WITH ARTICLE L. 225-235 OF THE COMMERCIAL CODE, ON THE C.I.S. PLC PRESIDENT’S REPORT



As auditors of Catering International & Services, we report to you, in accordance with the provisions of article L.225-235 of the Commercial Law, our opinion as to the report set up by the President of your company pursuant to the provisions of article L.225-37 of the Commercial Law for the year ended 31 December 2011.

It is the responsibility of the President to set up and submit to the Board of Directors for approval a report stating the internal control and risk management procedures implemented in the company, and providing the other information required by article L.225-37 of the Commercial Code relating in particular to the corporate governance.

Our responsibility is:

■ to report to you our opinion as to the information contained in the President’s report regarding the internal control procedures in connection with the setting up and processing of the accounting and financial information; and

■ to certify that the report includes the other information required by article L.225-37 of the Commercial Code, it being hereby stated that we are not required to consider whether such other information is true.

Our audit work has been undertaken in accordance with the professional standards generally accepted in France.

Information on the internal control and risk management procedures, relating to the setting up and processing of the accounting and financial information.

The professional standards require that we apply auditing procedures to assess whether the information contained in the President’s report on the internal control and risk management procedures, relating to the setting up and processing of the accounting and financial information gives a true and fair view.

Those auditing procedures consist particularly in the following.

■ acknowledging the internal control and risk management procedures relating to the setting up and processing of the accounting and financial information underlying the information presented in the President’s report, as well as the existing documentation;

■ acknowledging the works undertaken to set up such information, as well as the existing documentation;

■ determining whether the major deficiencies of the internal control relating to the setting up and processing of the accounting and financial information that we have found within the scope of our duties are appropriately reported in the President’s statement.

Based on our work, we have no matters to report as to the information on the internal control and risk management procedures relating to the setting up and processing of the accounting and financial information contained in the President’s report set up in accordance with article L.225-37 of the Commercial Law.

Other information

In our opinion, the President’s report contains the other information required by article L.225-37 of the Commercial Law.


Statutory auditors

Cabinet SYReC

Represented by::

Luc CHAMOULeAU

GRANT THORNTON

Represented by:

René MOUReN

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SPECIAL STATUTORY AUDITOR’ REPORT ON THE REGULATED AGREEMENTS AND COMMITMENTS



As auditors of your company we report to you our opinion as to the regulated agreements and commitments.

Our responsibility is to report to you, based on the information that has been provided to us, the essential features and conditions of the agreements and commitments that have been communicated to us or that we may have found in the performance of our duties; however, we are not required to express our opinion as to their appropriateness and their validity or to search for other agreements and commitments. Pursuant to the provisions of article R.225-31 of the Commercial Code, it is your responsibility to assess the interest associated with the entering into such agreements and commitments for approval thereof.

Also, our responsibility is, if appropriate, to report to you the information provided for in article R.225-31 of the Commercial Law relating to the performance, during the year ended, of the agreements and commitments already approved by the General Meeting.

We have applied the procedures as we have considered necessary in accordance with the professional standards of the national Association of statutory auditors in connection with this audit work. Such procedures consisted in examining the consistency of the information provided to us with the supporting documents on which they are based.

1. Agreements and commitments submitted to the General Meeting for approval

We report to you that we have not been informed of any agreement or commitment authorized during the year ended to be submitted to the General Meeting for approval in accordance with the provisions of article R.225-38 of the Commercial Law.

2. Agreements and commitments already approved by the General Meeting

Pursuant to article R.225-30 of the Commercial Law, we have been informed that the performance of the agreements and commitments stated below, already approved by the General Meeting in preceding financial years, has continued in the year ended.

A. Issue of a payment guarantee to the benefit of BNP PARIBAS EL DJAZAIR intended to secure the performance of the obligations of CATERING NORTH AFRICA SERVICES

■ Person involved

Mr. Régis Arnoux, Chairman of the Board of Directors of CIS and representative of CIS, main partner of CATeRING NORTH AFRICA SeRVICeS.

■ Conditions

As authorized by your Board of Directors on 13th June 2008 your company has sent to BNP PARIBAS MARSeILLe a Lettre de Demande Régulière (LDR) letter for the issue of a payment guarantee in an amount of 250,000,000 Algerian Dinars (two hundred and fifty million Algerian Dinars) to the benefit of BNP PARIBAS eL DJAZAIR, intended to secure the performance of the obligations of CATeRING NORTH AFRICA SeRVICeS (CNAS), the CIS subsidiary in Algeria, that is effectively controlled by CIS, in respect of the purchase of 25% of CIePTAL with registered office at Hassi Messaoud.

B. Cooperation agreement between CIS and Financière Régis Arnoux within the scope of the external growth and development of the business of CATERING INTERNATIONAL & SERVICES

■ Person involved

Mr. Régis Arnoux, Chairman of the Board of Directors of CIS and Manager of Financière Régis Arnoux Ltd..

■ Conditions

As authorized by your Board of Directors on 28th September 2009, your company has entered into a cooperation agreement with Financière Régis Arnoux Ltd.. In accordance with the scope of this agreement, it has been recorded in year 2011 under expenses in an amount of 132,476 € exclusive of tax.


Statutory auditors

Cabinet SYReC

Represented by:

Luc CHAMOULeAU

GRANT THORNTON

Represented by:

René MOUReN

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> Responsibility for the Financial ReportAfter having taken all reasonable steps for this purpose, I hereby state that the information contained in this report provides, to the best of my knowledge, a true and fair view and does not contain any omission that could alter the scope thereof.

I hereby state that, to the best of my knowledge, the financial statements presented have been set up in accordance with the generally accepted accounting principles and present fairly the assets, financial position and results of the company and the main transactions between related parties, and that the management report included in this statement gives a true and fair view of the results and the financial position of the company and the main transactions between related parties, as well as a description of the main risks and uncertainties they face.

Régis ARNOUX

Chairman of the Board of Directors

C A T E R I N G S E R V I C E S H O T E L F A C I L I T I E S B A S E C A M P M A N A G E M E N T M E N T

A N N U A L R E P O R T 2 0 1 1

Headquarters: 40 c, avenue de Hambourg - BP 184 - 13268 Marseille Cedex 08 (France)

Tél. +33 (0)4 91 16 53 00 - Fax +33 (0)4 91 72 65 08 - Email : [email protected] - Web : www.cis-catering.com

Joint Stock Company with share capital of 1 608 208 € - RCS Marseille B 384 621 215

Listed on Euronext Paris, Compartiment C - ISIN FR0000064446-CTRG

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