Blue Solutions...The year 2016 was a year of contrasts for Blue Solutions. Its consolidated turnover was 109.3 million euros, down 10% from 121.9 million euros. Blue Solutions sold

Registration document 2016

Blue Solutions

BLUE SOLUTIONS

Vincent BolloréChairman of the Board of Directors

Didier MarginèdesVice-Chairman

Cyrille Bolloré

Marie Bolloré

Sébastien Bolloré

Virginie Courtin

Valérie Hortefeux

Jean-Louis Milin

Martine Studer

Composition of the Board of DirectorsAs of March 23, 2017

Executive managementGilles AlixChief Executive Officer

Contents

02 — Message from the Chairman 04 — Key figures 06 — Blue Solutions, a unique technology 08 — Blue Applications, mobile applications 12 — Blue Applications, stationary applications 14 — Systems, IER and Polyconseil 16 — Corporate social responsibility 17 — Annual financial report

Managing bodies

01REGISTRATION DOCUMENT 2016

Blue Solutions, listed on the stock market since October 30, 2013, consolidates the electric battery and supercapacitor activities developed by the Bolloré Group.

Diversifying from its longstanding business manufacturing thin paper and ultra-thin plastic films, the Bolloré Group has become a producer of complete electrical components for capacitors, to the extent that it now holds more than one third of global market share in this segment. On the strength of this expertise and following twenty years of R&D, the Group has developed batteries and electricity storage solutions based on a unique technology, the Lithium Metal Polymer (LMP®) battery, in addition to supercapacitors.

At a time when issues concerning sustainable development and electricity storage have become major challenges for people, cities and governments, the Bolloré Group is building on this expertise to develop solutions for the storage and smart management of electricity.

The Blue Solutions workforce currently includes more than 300 researchers, engineers and technicians who produce these advanced technology batteries at two production sites located in Brittany and in Canada. The annual production capacity has now reached 500 MWh.

These batteries are used in mobile applications (electric vehicles: Bluebus, E-Mehari, Bluecar® and car-sharing services), as well as stationary applications that are being developed (on-grid/off-grid electricity storage), which are developed and sold by other Group companies operating under Blue Applications, which are present on every continent.

Together, Blue Solutions and Blue Applications expect to be able to leverage their unique position as an integrator offering both batteries and comprehensive solutions to meet the new requirements associated with energy transition.

Introduction

Bolloré’s current bid for Blue Solutions shareholders at 17 eurosOn March 23, 2017, Bolloré announced that it would off er shareholders who wish to exit the possibility to sell their Blue Solutions shares at 17 euros per share. To that end, a proposed public off er will be fi led with the French fi nancial markets authority (Autorité des marchés fi nanciers – AMF) before the end of the fi rst half of 2017 (see Message from the Chairman, page 03).

BLUE SOLUTIONS

02 Message from the Chairman, Vincent Bolloré

The year 2016 was a year of contrasts for Blue Solutions. Its consolidated turnover was 109.3 million euros, down 10% from 121.9 million euros. Blue Solutions sold 2,460 batteries in 2016, compared with 2,849 in 2015. The steady level of activity in mobility (Bluebus, E-Mehari) did not offset the decline in stationary energy storage sales.New developments and commercial successes of Blue Solutions in mobility were also marked this year with the creation of a new car-sharing service in Turin, Italy; the implementation of full-scale tests by Bluecity in London (which will be open to the public in 2017); the delivery of the first 12-meter Bluebuses to the RATP in Paris; the successful marketing of E-Mehari, which was developed with the PSA Peugeot Citroën Group; and the winning of international tenders in Singapore and Los Angeles to set up car-sharing services for electric vehicles. These successes demonstrate our recog-nized expertise in mobility applications and the quality and reliability of our Lithium Metal Polymer (LMP®) technology. They also prove that our solutions have a great future and a real role to play in the energy transition.Finally, Blue Solutions continued to strengthen its research capabilities through the acquisition of the US start-up Capacitor Sciences, which specializes in studying and researching new molecules for storing electricity with a view to substantially improving the performance of LMP® batter-ies (density, cyclability and charge speed).However, 2016 also showed a greater competitive intensity than we had expected. In this context, Blue Solutions wants to give itself more time to exploit the advantages of its LMP® technology and deal with the simultaneous development of competitors in lithium ion, which, with significant capacities

and low prices, require it to rethink its volumes and the sale prices of its batteries. As a result, the Board of Directors of Blue Solutions took several decisions.It decided not to exercise the call options it had on the Blue Applications scope of consolidation until their maturity date of June 30, 2018, given that the investments still to be com-mitted to it are still considerable and it prefers to focus Blue Solutions’ efforts on improving its technology. It then decided to work more closely with the Board of Directors of Bolloré on several goals, namely the establishment of a new window for the exercise of options, the revision of the terms of the battery supply agreement between Blue Solutions and Blue Applications so that it is more competitive as regards battery sales prices and the implementation of a new financing agree-

REGISTRATION DOCUMENT 2016

03

“The successes achieved in 2016 demonstrate our recognized expertise in mobility applications and the quality and reliability of our Lithium Metal Polymer (LMP®) technology. They prove that our solutions have a real role to play in the energy transition.” —

ment for Blue Solutions by Bolloré so that it has all of the financial resources necessary to continue its investments.In this context, the Bolloré Group, which had listed Blue Solutions at year-end 2013 at 14.50 euros per share, while remaining bullish about the outlook for the LMP® technol-ogy and wishing to keep a reasonable pace of development and to continue to invest in the long term, will offer Blue Solutions shareholders who wish to exit their first opportu-nity to sell their Blue Solutions shares at 17 euros per share. To this end, a proposed tender offer will be filed with the French financial markets authority (Autorité des marchés financiers – AMF) before the end of the first half of 2017, once the aforementioned negotiations are complete and an inde-pendent expert has been appointed to assess whether the offer price is fair. Bolloré would like to make it clear at this point that it has no plans for a squeeze-out following this offer.Shareholders who decide not to accept this offer to remain invested in Blue Solutions will have a second opportunity to exit following the publication of the 2019 financial state-ments. In this respect, if the average Blue Solutions share price over a reference period is below 17 euros, Bolloré will file a new public offering on the same price terms as the first. Further details on this commitment will be provided in the prospectus for the first public offering.Three and a half years after the initial public offering of 11% of the capital of Blue Solutions, these various transactions aim to give shareholders who wish to do so the possibility to sell their shares and to allow shareholders who wish to continue to support Blue Solutions in its investments to subsequently have an exit guarantee and still benefit from potential increases in the share’s value in the future. —

BLUE SOLUTIONS

04 Keyfigures

455 employees in France, Canada

and the United States

A portfolio of more than 1,300 patents filed by Blue Solutions

and Blue Solutions Canada

A production capacity of 500 MWh

A battery with a lifetime in excess of 3,000 cycles

109 million euros turnover in 2016

Key dates

2001 – Creation of Batscap,

which groups together the production of Lithium Metal Polymer (LMP®) batteries and supercapacitors.

2004 – Development of the

Bluecar®, a prototype electric vehicle that runs on LMP® batteries.

2007–2008 – Partnerships with

Pininfarina for the manufacture of Bluecar® vehicles and with Gruau for the manufacture of electric buses.

2009 – Installation of the

Ergué-Gabéric (Brittany) production units and inauguration of the Boucherville (Canada) factory.

2011 – Launch of Autolib’

in Paris.

2013 – New car-sharing

projects in Lyon, Bordeaux and Indianapolis (United States). – Partnerships with Total

in photovoltaic panel solutions (Bluesun). – Pilot projects in

stationary applications. – Initial public off ering

(IPO) of Blue Solutions on the Paris Stock Exchange.

2014 – Launch of the

development program of charging stations in the London metropolitan area. – Development of

stationary applications in Africa with the Bluezone program. – Signature of an

industrial agreement with the Renault Group for the manufacture of Bluecar® and the development of car-sharing systems.

2015 – Launch of the Blueindy

car-sharing program in Indianapolis. – Launch of Utilib’

services. – Launch of Bluesummer

and signature of a manufacturing agreement with PSA. – Inauguration of

a new factory for the manufacture of Bluetram buses in Brittany.

2016 – Inauguration of

car-sharing services in Turin. – Inauguration of the

12-meter Bluebus factory in Brittany.


05

Consolidated income statement(in millions of euros) 2016 2015 2014

Turnover 109 122 97

EBITDA(1) 18 22 11

Operating income (0.4) 3 (6)

Financial income 1.7 (2.9) 0.5

Share in net income of operating companies accounted for using the equity method

0.0 0.2 0.1

Taxes (1.3) (0.5) (0.2)

Net income (0.1) 0.0 (6)

of which Group share (0.1) 0.0 (6)

(1) EBITDA is not a standardized accounting measure. It corresponds to the consolidated net operating income excluding net depreciation, amortization and provisions.

Consolidated balance sheet(in millions of euros) 12/31/2016 12/31/2015 12/31/2014

Shareholders’ equity 138 136 134

Shareholders’ equity, Group share 138 136 134

Net debt 22 19 20

Indicator2016 2015 2014

Number of batteries delivered 2,460 2,849 2,291

Changes in share price since the initial public off ering (IPO)(in euros)IPO: October 30, 2013, at 14.50 euros Blue Solutions’ share price

Oct. 2013 Feb. 2014 Jun. 2014 Jun. 2015 Jun. 2016Oct. 2014 Feb. 2015 Oct. 2015 Feb. 2016 Feb. 2017Oct. 2016

8

12

16

20

24

28

32

36

40

BLUE SOLUTIONS

06

Blue Solutions develops and produces supercapacitors and batteries based on its own unique Lithium Metal Polymer (LMP®) technology. These electricity storage components are used in both stationary and onboard applications deployed by Blue Applications. —

Blue Solutions has four LMP® battery produc-tion plants: three in Brittany and one in Canada, with an annual production capacity of 500 MWh.

LMP®: a unique technologyThe LMP® technology is the culmination of an ambitious research and development program that was started more than twenty years ago. Composed of thin films made by extrusion techniques in which the Bolloré Group has sig-nificant expertise, LMP® batteries are charac-terized by their high energy density and safety in use. They make it possible to offer a range of over 250 kilometers without recharging and are unaffected by climatic changes. These are dry batteries (meaning “completely solid”), which gives them a number of advantages, in particular in terms of safety. The solid electrolyte limits the risk of local pollution in case of accident or failure in the integrity of the battery pack.

BlueSolutions

LOCATIONS4 plantsWORKFORCE455 employees

TURNOVER109 million eurosNET CAPITAL EXPENDITURES18 million euros

A unique technology

01. The high-performance LMP® battery can now be used in 100% electric vehicles.

02. The Blue Solutions LMP® battery production plant in Boucherville, Canada.

01 —

02 —

These batteries are able to satisfy many mar-kets and address the two main challenges of energy transition: the development of clean transportation and smart energy management. Blue Solutions owns the intellectual property rights that allow it to make and sell batteries that incorporate LMP® technology.The quality of its technology is a major chal-lenge for Blue Solutions. In order to boost the performance of its battery (reduction in oper-ating temperature, increase in density and power), the Group intensified its R&D efforts in 2016, notably by acquiring Capacitor Sciences, a California start-up that specializes in the study and research of new energy stor-age molecules. These innovations are in addi-tion to the work of Blue Solutions teams and they aim to find ways to improve cyclability, battery range and charging speed.

A complex, well established and patent-protected industrial process that can be rapidly deployedThe manufacturing process of the ultra-thin films in LMP® batteries is based on extrusion. Using the know-how developed by the Bolloré Group in the production of ultra-thin films, this process confers a number of advantages on Blue Solutions in terms of manufacturing and increasing battery production capacity:

f it is a clean process that makes no use of pol-lutants or solvents during the battery’s man-ufacture, thus protecting workers and the environment;

f this manufacturing process enables Blue Solutions to produce consistent quality films to go into the battery despite the constraints posed by their thinness;

f this process enables rapid manufacturing since it makes high production yields possible.

Blue Solutions has been able to develop and design the major elements in the battery man-ufacturing process to make them as auto-mated as possible. The automation of manufacturing limits the risk of error caused by human manipulation. Some of the machin-ery in Blue Solutions’ battery production line turned out to be innovations that the com-pany would patent.


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Environmentally-friendly battery designThe LMP® battery contains no solvents, an advantage in terms of environmental protec-tion and which facilitates recycling. For the user, the absence of solvents reduces the risk of gases being released or of a thermal event in the battery pack, even in the event of high heat or high power demand. The LMP® battery con-tains no rare earths. The elements used in the battery are copper, aluminum, lithium, poly-mers, a lithium salt, iron phosphate and car-bon, all raw materials reliably procurable from natural resources.

Battery design that combines performance and reliabilityThe basic cell of the battery is a large-size cell with an energy capacity comparable to a lead-based battery in a combustion engine car. This high capacity makes it possible to reduce the number of elements in each battery.This process thus makes it possible to reduce the number of connections necessary between the components. By optimizing the size of the cell and limiting the number of connections, the costs of the batteries are reduced while reliabil-ity is increased, particularly in onboard applica-tions facing harsh environments in terms of vibrations or changing weather conditions.The internal operating temperature of the LMP® battery runs between 60 °C and 80 °C. Considerable work has been done on the bat-tery’s packaging to limit the impact of outside conditions. The LMP® battery is therefore rela-tively insensitive to outside temperature condi-tions, which gives Blue Solutions a competitive advantage in applications such as electric buses with flat floors (the batteries being located on the roof).

The supercapacitorsBlue Solutions has developed another electricity storage component, the supercapacitor, whose main field of application is the development of clean public transportation and hybrid cars. Blue Solutions is one of the only manufacturers of this type of product in the world.Supercapacitors are characterized by very high power density, very short charge and discharge times, and the ability to cycle several million times without deteriorating. Thanks to this technology, the Bolloré Group has developed a type of tramway that does not require heavy infrastructure (no rails and power lines) and reduces capital expenditure for local authorities.In addition, when used in conjunction with an internal combustion engine, supercapacitors can cut fuel consumption and atmospheric pollution by 20% compared to a traditional engine. —

ANNUAL PRODUCTION CAPACITY500 MWh

BLUE SOLUTIONS

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The convergence of these innovations in the Bluecar® design means that it has an impres-sive range for a four-seat electric city car: 250 kilometers under normal city driving con-ditions.Since June 2015, the Bluecar® has been pro-duced at Renault manufacturing plants in Dieppe, following an industrial cooperation agreement between the Renault and Bolloré Groups, with specific models manufactured at the Pininfarina plant in Turin.

BlueutilityBlueutility is the 100% electric utility vehicle in the Bluecar® range. The Blueutility is able to fulfill widely different functions and was designed to support professionals by meeting the daily working needs of various professions and sectors (business, artisan, local govern-ment, etc.).This two-seater light utility vehicle is reliable and practical, and includes a spacious loading space of 1.4 m3 and can accept up to 255 kg of payload, making it able to meet the require-ments of professionals. The Blueutility combines comfort and safety, and melds efficiency with aesthetics in one fully-electric vehicle.

BluesummerWith i ts truly innovative design, the Bluesummer vehicle adapts to suit all situa-tions. Practical and designed for everyday use, with its folding rear seats and removable soft-top, this vehicle can be used for all kinds of leisure activities in all seasons and can carry four passengers. Easy to maintain, the Bluesummer has an elevated chassis making it suitable for off-road driving. With no engine noise, drivers are all the more able to appreci-ate its comfort and performance: high accel-eration and excellent road handling. In 2016, as a continuation of the partnership signed on June 17, 2015 between the PSA and Bolloré Groups, the production of the Bluesummer stopped to make way for the E-Mehari, a Citroën electric car with LMP® batteries. It has been produced and marketed since the second quarter of 2016.

Blue Applications

Developed by Blue Applications, this large range of mobile applications is essentially a response to the development challenges of clean transportation for the comfort of passengers and, from a broader perspective, to the ecological concerns of cities and governments dealing with environmental issues. —

Electric vehiclesBluecar®

Bluecar® develops, produces and sells electric cars that use LMP® batteries. Since 2007, the Group has partnered with the famous Turin coach-builder Pininfarina, a synonym for excel-lence in automotive design, to create the first concept car, the “B0” Bluecar® model. The cur-rent version of the Bluecar® is heavily inspired by this design while having been adapted to industrial production constraints.The Bluecar® is a safe and silent, fully electric, clean vehicle. Bluecar® has developed power electronics designed around the LMP® battery to obtain the best possible yield from the engine. At the same time, everything was done in the design of the body and frame of the car to take into account the constraints associated with the use of a battery as a traction energy reservoir:

f the positioning of the battery, between the two axles, under the seats, offers optimum mass distribution and secure road handling;

f the frame is made of steel and aluminum, giving Bluecar® its lightness whilst maintain-ing maximum rigidity;

f the Bluecar®’s body is made completely of aluminum, which limits its weight to 1,120 kg including the 300-kg LMP® battery.

Mobile applications

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01 —

BLUEBUS12 meters, 91 to 101 seatsrange of 180 to 250 kilometers

BLUETRAM6 meters, 22 seatsrange of 120 kmBLUECAR®

range of 250 kilometers

01. E-Mehari, the electric follow-up vehicle to the Bluesummer model.

02. Bluecar®, the four- seat electric city car.

03. The 12-meter Bluebus, a clean public transit solution.

04. Bluetram, another mode of public transit with no rails or overhead power lines.


09BluebusBluebus develops clean collective transporta-tion solutions for urban and suburban areas using the LMP® batteries:

f the 6-meter Bluebus has the highest onboard energy level for its category in the electric bus market, thanks to its three LMP® battery packs installed on the bus roof, which give it a range of over 120 kilometers (needed for a full day’s operation).It is made even more efficient by a system whereby energy is recovered during deceler-ation, allowing the vehicle to recharge while in use. The features of the Bluebus and its onboard technology, which allow the LMP® batteries to be installed on the roof, result in improved vehicle safety, as well as access for those with reduced mobility thanks to its low and level floor. User-friendly and compact, yet spacious and bright, it can accommodate around 20 passengers and can weave in and

out of narrow city center streets. It is already in use on the public transport networks of places as varied as Tours, the island of Réunion, Rambouillet, Laval, Luxembourg, Bayonne and Tarbes, as well as at industrial sites like CEA in Grenoble, BeGreen and Vente-privee.com. It is also used for the pri-vate shuttle service in operation at the Louis Vuitton Foundation and at Canal+. It is also listed with the French central procurement organizations UGAP and AGIR;

f the 12-meter Bluebus is a clean public trans-port solution for urban use (capacity for 100 passengers). Fully electric, it is equipped with LMP® batteries, which give it a range of between 180 and 250 kilometers. It has the same features as the 6-meter Bluebus: energy recovery during deceleration, roof-installed batteries, accessibility for per-sons with reduced mobility. This Bluebus is built at the Blue Solutions plant in Ergué-

Gabéric, in Brittany. The new dedicated plant for the manufacture of this bus was inaugurated on January 15, 2016 and required an investment of 40 million euros. The annual production capacity is for 200 12-meter Bluebuses. RATP, the Paris public transport operator, has chosen Bluebus to run a test trial of its first fully- electric bus route, which was launched in May 2016 at place Charles-de-Gaulle in the presence of Valérie Pécresse, Élisabeth Borne and Vincent Bolloré. This initial line (341) connecting Clignancourt to place Charles-de-Gaulle – Étoile is the first all-electric line set up in Paris as part of the Bus 2025 project to which RATP has been committed since 2014. Accordingly, RATP collaborated with Blue Solutions so that 23 12-meter Bluebuses would join its fleet. At the end of 2016, RATP ordered 20 additional 12-meter Bluebuses, 10 of which will be equipped to receive an in-line recharge by inverted pantograph (an articulated rod through which the Bluebus can be charged through the roof).

BluetramRunning on tires and entirely electric, Bluetram is a clean public transport solution that needs neither rails nor overhead power lines. It can be quickly installed as it does not require heavy and costly infrastructure works.Using Blue Solutions technology (superca-pacitors) and a telescopic charging connec-tor, the Bluetram recharges at each stop in just twenty seconds, while passengers get on and off. Each recharge gives Bluetram a range of up to 2 km. To enable this rapid recharging, each stop is equipped with energy storage capacity equivalent to that of the vehicle. The first Bluetram was inaugu-rated on the Champs-Élysées in Paris at the beginning of December 2015 for the 2015 Paris Climate Conference (COP21). It was piloted for the rest of the winter and trans-ported visitors between the Arc de Triomphe and place de la Concorde, free of charge.The 6-meter version of the Bluetram can accom-modate 22 passengers, while the 12-meter version carries 90. It is produced on the Blue Solutions site in Ergué-Gabéric, Brittany, in a factory inaugurated in January 2015, repre-senting a total investment of 30 million euros. Thanks to the R&D of Polyconseil and IER (Blue Applications subsidiaries), Bluetram will eventually be able to offer an integrated solution for the management of tramway lines: vehicles, stations, IT management system for flows and traffic. —04 —

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BLUE SOLUTIONS

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The Utilib’ offer was designed to support professionals, meeting the needs of differ-ent businesses and sectors of activity (such as personal services, couriers, plumbers and maintenance technicians) in their daily travels.

BluelyWell known for its ini-tiatives and energy -related experiments, i ts smart grids and

innovative transport systems, the Greater Lyon metropolitan area has used the Bluely s e r v i c e , m o d e l e d o n Au t o l i b’ , s i n c e October 10, 2013. At the end of 2016, it had 314 electric vehi-cles (including 39 Twizy and 30 C-Zéros integrated into the fleet as part of the partnerships signed with the Renault and PSA Groups), 102 stations and 503 terminals were located throughout Lyon, 11 partner municipalities, and the Lyon-Saint-Exupéry Airport. Since its launch, Bluely has been dedicated to eco-responsible solutions, and it sub-scribed to the CNR (Compagnie Nationale du Rhône), which certifies the injection into the grid of 100% renewable electricity the equivalent of annual consumption.

BlueindyThe Blueindy ser-vice was launched in Indianapolis, the

car-racing Mecca, on September 2, 2015. With roll-out ongoing, Blueindy is on its way to becoming the largest electric vehicle car-sharing service with flexible drop-off in the United States. It will eventually include 500 electric vehicles and 200 rental locations equipped with 1,000 charging terminals.

BluecubSince January 9, 2014, the Bluecub service has been established

in the Bordeaux Urban Community to supple-ment the eco-mobility service promoted by the Bordeaux city hall.To date, the service has 76 stations in Bordeaux, in 10 bordering municipalities and in Arcachon, as well as a fleet of around 200 self-service electric cars (including 33 Twizy and 20 C-Zéros integrated into the fleet as part of the partnerships signed with the Renault and PSA Groups). Since its launch, Bluecub has been dedicated to eco-responsible solutions, and it subscribed to the CNR (Compagnie Nationale du Rhône), which certifies the injection into

Car-sharing solutionsBlue Solutions and Blue Applications develop, deploy and operate flexible drop-off car-sharing solutions (without mandatory return to the starting point), that are integrated and based on fully-electric vehicles.This solution answers the challenges faced by cities by making them:

f cleaner, thanks to the large-scale deploy-ment of a non-polluting transport system;

f less congested by reducing the number of vehicles in operation;

f open to more people by making access to an individual vehicle less costly;

f more pleasant to live in by reducing noise and odor pollution.

Following the success of Autolib’, Bluecarsharing is now working on the development of new fully-electric car-sharing services in France, Europe, the United States and Asia.

Autolib’Wi t h i n f i v e ye a r s , Autolib’, deployed in Paris since December 5,

2011, quickly found its place in the Paris region landscape and rapidly won over a large number of users thanks to its flexible drop-off feature and the possibility of reserving a car from the starting point or a spot upon arrival using a mobile phone.Available in Paris and over 100 towns and cities within the Paris region, Autolib’ provides a flex-ible and affordable car-sharing service, equally suitable for regular or occasional users thanks to its varied subscription offers. This service provides great usage flexibility as soon as a driver’s license is obtained for drivers with good records. Since its launch, Autolib’ has been dedicated to eco-responsible solutions, and it subscribed to the Direct Énergie green energy offer, which certifies the injection into the grid of 100% renewable origin, which is the equivalent of annual consumption.Utilib’ offers professionals and Premium sub-scribers round-the-clock access to nearly 300 self-service commercial vehicles, directly or on reservation. 01 — 02 —


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the grid of 100% renewable electricity the equivalent of annual consumption.

BluecityBased on the London network of electric charging terminals,

BluePointLondon (see opposite), whose opera-tions the Group manages, a Bluecity car-sharing network will gradually be developed as of the end of 2017. On completion it should link all the boroughs of Greater London.

BluetorinoIn Turin, Italy, Bluetorino, the new car-sharing service with fully-electric cars, was inaugurated on March 18, 2016. The service was officially launched in October 2016.

BlueSGFollowing the agreement signed on June 30, 2016, the BlueSG service, based on the Group’s car-sharing models, will start in Singapore at the end of 2017. It will eventually have a fleet of 1,000 elec-tric vehicles, 2,000 charging terminals spread over 500 stations, and all of the infrastructures necessary for the smooth operation of the service.

Fleet management solutionsThe Bolloré Group offers customized, pri-vate fleet management solutions for compa-nies and communities that wish to act to preserve the environment and to reduce their energy bill. Each solution incorporates “all-inclusive”, flexible and attractive long-term vehicle rental offers that include the maintenance and the connected and remote management of these fleets with reliability, service quality and responsiveness. Blue Applications is offering its clients a head start on the unavoidable changes that will affect their mobility solutions. Businesses and public authorities whose trust we have earned: Atos, Darty, Schindler, Pages Jaunes, the municipality of Drancy, etc.

Recharging infrastructure for electric vehicles

BluelibThe Bolloré Group is planning to deploy a net-work of charging points across France to recharge all types of electric vehicles. Users will benefit from a high-quality service ena-bling them to locate and reserve charging points and providing them with round-the-clock assistance.The final geographical layout of the terminals will take place in consultation with communi-ties and project heads in order to ensure con-sistency with other existing or future projects.

BluePointLondonTransport for London chose the Bolloré Group to handle the development of electric vehicles in London and take over the management of 1,400 charging points. It manages the IT management solution, including the connection of the charging ter-minals to a centralized command system, the establishment of a call center to enable sub-scribers to reserve their spots and receive 24/7 assistance, as well as the creation of a website and mobile applications for geoposi-tioning of the terminals.Over time, the Group will supplement this solution with the development of an Autolib’ style car-sharing service, initially placing 50 cars in circulation and providing 100 addi-tional, dedicated charging terminals. —

Mobile applications

01. Electric vehicles worked their way into the urban fabric in the space of five years.

02. Over 1,000 Autolib' stations deployed accross France.

VEHICLE FLEET4,900 in serviceNUMBER OF STATIONS1,500 deployed

NUMBER OF CHARGING TERMINALS7,800NUMBER OF VEHICLE RENTALS6 million

BLUE SOLUTIONS

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These future-oriented solutions, which are essential to the development of renewable energies, enable us to carry out a major restructuring of our power grids with these new stationary applications (cost, power, ease of deployment, density, reliability). —

Whether for home-based consumption, smart city-wide management or regional network-wide regulation, storage solutions are a key ele-ment of these new solutions.

BluestorageBluestorage is developing a line of energy stor-age solutions from a few kWh to several MWh of stored energy, intended for a variety of end users: electric network companies and electric-ity consumers. For the operators of the electrical network, the solutions developed by Bluestorage make it possible to mitigate the intermittence of renewable energies and thus strengthen the reliability of the networks. The storage facili-ties deployed also improve the economic per-formance of solar and wind farms by aligning electricity production periods with peak con-sumption periods.These solutions are as relevant for the large renewable power plants connected to the grid as they are for the electrification needs of iso-lated areas. Several facilities of this type are in place, including the Bluezones deployed by the Group in Africa.Bluestorage has also set up facilities for indus-trial erasure and diffuse erasure. Whether at the network manager level or the industrial

level, the objective is the same, namely to avoid sizing the power generation fleet to meet peak demand. By storing the energy available during lower-demand periods, Bluestorage systems prevent the construction of new production units, which are often gas-powered.The Group is also studying the existing poten-tial for staggered investment in networks. By positioning storage facilities at strategic loca-tions, a network operator can avoid revising its transmission and distribution infrastructure, which is also sized to ensure energy transfers at peak times.Finally, Bluestorage develops solutions that allow for the hybridization of generators that are often set up by industries in isolated areas. Thanks to the addition of production facili-ties via renewable energies and the use of Bluestorage solutions, diesel consumption and greenhouse gas emissions are signifi-cantly reduced.

01 —

Stationary applications

BLUESTORAGEEnergy storage capacity of up to several MWhNearly 10 Bluezones located in Africa

50 movie theaters and concert halls deployed in Africa

01. Photovoltaic panel station deployed by Bluestorage, especially in Africa.

02. Bluezone in Kaloum, Guinea, electricity storage for renewable energies.


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Bluestorage and the Bluezone concept (in Africa)Electricity storage technologies are essential for the development of renewable energies in countries that are poorly connected to electric-ity grids.Bluestorage has developed a unique solution that combines LMP® batteries with photovol-taic energy to produce and store solar energy to develop fully-electric and fully-autonomous solutions.In Guinea, Togo, Niger and Benin, the Bolloré Group has set up 10 Bluezones since 2014. With energy generated by photovoltaic panels (360 m2) and stored in LMP® battery shelters (180 kWh), several hectares of land with no access to the power grid can be lit and pro-vided with clean drinking water and Internet access. These new spaces enable the develop-ment of a variety of economic, cultural and sports activities. The Bluezones provide a combination of services focused on improving the well-being of local populations and con-tributes to accelerating local development. These projects demonstrate the usefulness of combining photovoltaic energy production and energy storage. In each country hosting a Bluezone, the Bolloré Group offers services that were entirely designed for the needs of the local population.This technology has proved its effectiveness on the ground in extreme climatic conditions and

is now being studied in numerous develop-ment projects that involve rural electrification or the development of sustainable agriculture.

Bluestorage and the CanalOlympia conceptWith support from the Vivendi Group, the CanalOlympia project is a group of 50 movie theaters and concert halls currently being deployed on the African continent.The system developed by Bluestorage pro-vides up to 600 kWh of electricity per day thanks to a hybrid solution that combines solar panels (700 m2) and LMP® batteries (360 kWh of storage per venue).This solution offers reliable and continuous electricity, without depending on fragile net-works or generators, and a clean power supply that reduces CO2 emissions, and it is less expensive or equivalent to a 100% diesel gen-erator solution.

Bluestorage and development of clean transportationThe photovoltaic/LMP® battery mix also makes it possible to create charging stations for electric vehicles, and thus accelerate the devel-opment of clean and autonomous public trans-portation lines.Bluestorage has developed autonomous trans-portation lines on the campuses of the Cocody universities in Abidjan and Yaoundé, on the historic site of the temples of Angkor Wat in Cambodia. Lines are also planned for the Congo, in the Department of Likouala. —

02 —

BLUE SOLUTIONS

14Systems

IER is the leading provider of solutions designed to optimize and secure the flow of goods and persons. IER has developed terminals, self-service terminals and identification and geopositioning systems that have recently made it a key player in the car-sharing market. —

Energy storageWith its expertise in the field of terminals and developments in automatic identification solu-tions, IER has become a major player in new mobility solutions for transportation, and espe-cially for electric car-sharing systems.

Self-service terminalsIER is a global leader in the design, production and sale of self-service terminals for major transport networks (air and rail). IER has developed an entire range of self-service solu-tions from registration to boarding for air travel, as well as collection and information ter-minals for land transport.

Automatic identificationIER designs, develops and integrates a combi-nation of identification, traceability and mobil-ity solutions for use by industry and by logistics

and transportation operators. With expertise encompassing a comprehensive range of tech-nologies, including bar code, RFID, vocal, Wi-Fi and GPRS, IER has become the gold standard for integration and service for the entire supply chain.

Security and access control equipmentThrough its subsidiary Automatic Systems (AS), IER also offers a complete range of secure solutions for pedestrian and vehicular access, and for the protection of sensitive sites. Thanks to its international distribution network, AS is one of the leading global suppliers of large security integrators. —


15

MarketPolyconseil offers a comprehensive range of dig-ital transformation solutions for CAC 40 compa-nies and is working alongside governments and local authorities to build the cities of tomorrow.

Smart citiesAs a specialist in new technologies and digital services, Polyconseil assists its public and pri-vate partners with issues involving smart mobil-ity, smart grids, digital regional development, innovative services for municipalities, onboard connectivity and communicating vehicles.Polyconseil’s mission under the Autolib’ project was to guide the entire project to create the Autolib’ car-sharing operation.Since the public launch of the service, Polyconseil has been involved in the develop-ment of Autolib’ and other car-sharing services offered by Blue Solutions: Bluely in Lyon, Bluecub in Bordeaux and Blueindy in the United States, and soon Bluecity in London and BlueSG in Singapore. It guides Autolib’s technology deci-sions in becoming a leader in smart mobility.Beyond that, Polyconseil is heavily involved in expanding the activities of Blue Solutions and Blue Applications.Drawing on its expertise in strategic and busi-ness research, its understanding of the energy issues at play in France, Europe and abroad, and its knowledge of the regulatory framework applicable in different countries, Polyconseil works with Blue Solutions on:

f identifying strategic opportunities to create value from its electrical storage capabilities in these various markets;

Polyconseil offers its customers comprehensive IT solutions, ranging from strategic frameworks to operations and monitoring of results. Its team of consultants, consisting of more than 100 people, creates value from its experience in managing complex projects and from a team of 80 advanced engineers in telecommunications, Internet, M2M (mobile to mobile) technologies, and the management and supervision of electrical energy. —

Polyconseil was founded in 1989 with the aim of creating a team of experts with a passion for new digital technologies. Today, it is a team that guides public and private stakeholders as they build their offers and infrastructures, but also supports them in implementing robust processes and taking control of data.

f creating its roadmap to becoming the undis-puted leader in storage, energy management and incorporation of renewable energy sources;

f designing its value proposition to consum-ers, businesses, energy producers and local authorities.

Polyconseil’s other sectors of expertise are tele-communications, media strategy and emerging markets. —

BLUE SOLUTIONS

16

Blue Solutions, as a subsidiary, includes within its activities the four main pillars of the corporate social responsibility policy defined by the Bolloré Group:

f bringing the Group together around a shared corporate culture and ethical standards;

f innovating in response to major economic and environmental changes;

f investing in women and men; f taking action for local development.

Bringing the Group together around a shared corporate culture and ethical standardsBlue Solutions’ ethical commitments, a critical prerequisite to good governance, demonstrate a desire to develop and main-tain the trusting relationships necessary to sustain its business activities over the long term. Blue Solutions, as a subsidiary of the Bolloré Group, applies the Group’s ethical standards and values:

f ethical standards common to the Bolloré Group, deployed locally in conjunction with the Group Ethics Officer;

f deployment of the Bolloré Group’s values charter;

f ensuring that its activities do not consti-tute an obstacle to human rights.

Innovating in response to major economic and environmental changesThe Bolloré Group attaches great impor-tance to reducing the environmental impact of its business activities. Blue Solutions takes this effort one step further and seeks to have a positive effect by addressing two environ-mental challenges: the development of clean transportation systems and access to sources of renewable energy. The Group’s environ-mental policy is structured around two major commitments:

Preventing and reducing the impact of its activitiesTo run its businesses responsibly, it must, above all else, manage the risks that are associ-ated with them. The risk mapping exercise performed in 2008 for the Group enabled us to identify priority risks for each division and consolidate risk management procedures at Group level while taking into account the diversity of the Group’s businesses. The risks were identified and their impacts assessed by the management committees of each division. The action plans arising from these analyses have transformed what may have appeared to be a constraint into an opportunity for devel-opment, both in technological and financial terms, of the Group’s businesses.

Innovate to anticipate new environmental requirementsIn the face of energy constraints and global warming, clean electricity production and stor-age have become major challenges for people, cities and governments. Anticipating these new needs, the Group has invested in a research and development program for over twenty years which has made it possible to produce new technologies based on the Lithium Metal Polymer (LMP®) battery.These technologies are core to the innovative systems developed by the Bolloré Group, rang-ing from electric vehicle car-sharing systems to the implementation of end-to-end stationary solutions for the production, storage and distri-bution of decentralized, clean and free electric-ity using solar energy, particularly in Africa. They make it possible to offer citizens environ-mentally-friendly electric mobility solutions, to improve the management of energy produc-tion and consumption, and to foster the inte-gration of renewable energies, in both developed and developing countries.

Investing in women and menThe financial performance of the Bolloré Group and Blue Solutions is based on the com-mitment of the women and men who work to achieve it. Its social policy is mainly based on three core concepts.

f Attracting talent and building employee loyaltyThis concept implies the formalization of a coherent and equitable salary policy at the Group level through the deployment of a dynamic recruitment policy and controlled management of the careers of its employees.

f Conducting health and safety policy with the highest standardsThis desire is reflected in the Group’s com-mitment to protect the working environ-ments of its employees and to prevent the risk workplace accidents through a sustained policy of certifications based on major benchmarks and an effective health and safety policy.

f Developing employee skillsThis concept is characterized by a strategy for the management and development of high potential through a sustained training policy to prepare for the skills of tomorrow and by professional development prospects supported by internal mobility.

Taking action for local developmentSocietal policy is structured around three commitments:

f strengthening the local presence of Blue Solutions’ activities;

f promoting the social commitment of employees;

f establishing listening, discussions and collab-oration with stakeholders. —

MORE INFORMATION ON SOLIDARITYefforts and local development on www.blue-solutions.com

Corporate social responsibility

REGISTRATION DOCUMENT 2016 17

Blue SolutionsAnnual financial report 2016

Contents

1. Persons responsible 20

2. Names of the Statutory Auditors 20

3. Financial information 21

4. Risk factors 23

5. Information about the issuer 33History and development of the company 33

Capital expenditure 33

6. Business overview 34

7. Organizational chart 45Description, main subsidiaries 45

8. Property, plants and equipment 48

9. Financial and operating income review 50

10. Cash and share capital 51

11. Research and development, patents and licenses 52

12. Trend information 55Future prospects and goals 55

13. Profit forecasts and estimates 55

14. Administrative and management bodies 55Information on administrative and management bodies 55

15. Compensation and benefits of company officers 67

16. Functioning of the Board and management 73Terms of offi ce of directors, services contracts, Audit Committee,corporate governance regime and organization of the Board’s work 73

17. Information on the social and environmental responsibility of Blue Solutions 76

18. Major shareholders 96Information on the shareholder base and voting rights at December 31, 2016, issuer’s control and agreements that could result in a change in control 96

18 BLUE SOLUTIONS

SOMMAIRE

19. Related-party transactions 97

20. Financial information concerning the issuer ’s assets and liabilities, financial position and earnings 97Information incorporated by reference 97

Pro forma fi nancial information 97

Consolidated fi nancial statements at December 31, 2016 99

Separate fi nancial statements at December 31, 2016 135

Dividend distribution policy 152

21. Additional information 155Information about share capital, articles of incorporation and articles of association 156

22. Significant contracts 159

23. Information from third parties, statements by experts and declarations of interest 163

24. Documents on display 163

25. Information on shareholdings 163

Appendix 165Tables of correspondence between the management report and the Blue Solutions registration document 166

Cross-reference table between the registration document and the annual fi nancial report 167

Cross-reference table of the section headings called for in Appendix 1 of EC Regulation no. 809/2004 of April 29, 2004 168

Chairman’s report on the composition of the Board of Directors and the conditions for the preparation and organization of its work, and on the internal control and risk management procedures implemented by the company 170

Statutory Auditors’ report , prepared in accordance with article L. 225-235 of the French company law (Code de commerce) on the report prepared by the Chairman of the Board of Directors of the company 178

Statutory Auditors’ special report on regulated agreements and commitments 179

Agenda of the Ordinary General Meeting of June 1, 2017 180

Presentation of the resolutions put to the Ordinary General Meeting 180

Resolutions presented to the Ordinary General Meeting of June 1, 2017 182


1. Persons responsible

1. Persons responsible

PERSON RESPONSIBLE FOR THE REGISTRATION

DOCUMENT

Gilles Alix, Chief Executive Offi cer, Blue Solutions.

CERTIFICATION GIVEN BY THE OFFICER RESPONSIBLE

FOR THE REGISTRATION DOCUMENT

CERTIFICATION GIVEN BY THE CHIEF EXECUTIVE OFFICER OF BLUE SOLUTIONS

“To the best of my knowledge and having taken all reasonable measures for such

purpose, I certify that the information contained herein gives a true and fair view of

the facts and that no material information has been omitted.

To the best of my knowledge, I certify that the fi nancial statements have been pre-

pared in accordance with the applicable accounting standards and give a true view

of the company’s fi nancial situation and results and of all of the companies within

the scope of consolidation, and that the management report, attached, faithfully

refl ects the changes in the company’s business, results and fi nancial situation and

all of the companies within the scope of consolidation and that it describes the

main risks and uncertainties that they face.

I have obtained from the Statutory Auditors a completion letter (lettre de fi n de

travaux) in which they state that they have verifi ed the information concerning the

fi nancial situation and fi nancial statements herein, and have carried out a review of

the entire registration document.”

Puteaux, April 27, 2017

Gilles Alix

2. Names of the Statutory Auditors

PRINCIPAL STATUTORY AUDITORS

Constantin associés

185, avenue Charles-de-Gaulle

92200 Neuilly-sur-Seine – France

Represented by Jean Paul Séguret

A member of the Versailles Regional Institute of Statutory Auditors.

First appointed: December 11, 1998.

Renewals of terms of office: Ordinary General Meetings of June 17, 2010 and

June 3, 2016.

Term of offi ce: six years.

End date of term of offi ce: at the end of the Ordinary General Meeting called to

approve the fi nancial statements for the year ended December 31, 2021.

AEG Finances – audit expertise gestion

29, rue du Pont


Represented by Jean-François Baloteaud

A member of the Paris Regional Institute of Statutory Auditors.

Date of fi rst appointment: June 14, 2013.




ALTERNATE STATUTORY AUDITORS

CISANE

185, avenue Charles-de-Gaulle


A member of the Versailles Regional Institute of Statutory Auditors.


Renewals of terms of offi ce: Ordinary General Meeting of June 3, 2016.




Institut de gestion et d’expertise comptable – IGEC

3, rue Léon-Jost

75017 Paris – France

A member of the Paris Regional Institute of Statutory Auditors.





20 BLUE SOLUTIONS

3. Financial information


3.1. BLUE SOLUTIONS

CONSOLIDATED INCOME STATEMENT

(in millions of euros) 2016 2015 2014

Turnover 109 122 97

EBITDA(1) 18 22 11

Operating income (0.4) 3 (6)

Financial income 1.7 (2.9) 0.5

Share in net income of operating companies accounted for using the equity method 0.0 0.2 0.1

Taxes (1.3) (0.5) (0.2)

NET INCOME (0.1) 0.0 (6)

of which Group share (0.1) 0.0 (6)

(1) EBITDA is not a standardized accounting measure. It corresponds to the consolidated net operating income excluding net depreciation, amortization and provisions.

CONSOLIDATED BALANCE SHEET

(in millions of euros) 12/31/2016 12/31/2015 12/31/2014

Shareholders’ equity 138 136 134


Net debt 22 19 20

INDICATOR

2016 2015 2014

Number of batteries sold 2,460 2,849 2,291



3.2. BLUE APPLICATIONS

For the year ended December 31(in thousands of euros) 2016 2015

Bluecarsharing, Bluecar, Autolib’ and other car-sharing companies(1)

– Turnover 74,212(2) 49,269(2)

– Operating income (122,946) (94,519)

Bluebus(3)

– Turnover 21,046(4) 13,510(4)


Blueboat(5)

– Turnover 0 0

– Operating income (652) (625)

Bluetram(5)

– Turnover 335(6) 2,471(6)


Bluestorage(3)

– Turnover 1,899(7) 10,889(7)


IER(8)

– Turnover 155,570(9) 153,709(9)

– Operating income (3,294) (859)

Polyconseil(5)

– Turnover 26,688(10) 24,250(10)

– Operating income 6,031 5,634

(1) Combined data under IFRS (unaudited).

(2) Including 3,131 thousand euros for the year ended December 31, 2016 and 4,934 thousand euros for the year ended December 31, 2015 with entities making up Blue Solutions or Blue

Applications.

(3) Combined data under IFRS (unaudited).

(4) For the year ended December 31, 2016, 539 thousand euros were generated with entities making up Blue Solutions or Blue Applications. For the year ended December 31, 2015, 5,612 thousand

euros were generated with entities making up Blue Solutions or Blue Applications.

(5) Data from the separate fi nancial statements according to French standards.

(6) Including 2,245 thousand euros for the year ended December 31, 2015 with entities making up Blue Solutions or Blue Applications.


Applications.

(8) Data from the consolidated fi nancial statements under IFRS (unaudited).

(9) Including 27,953 thousand euros for the year ended December 31, 2016 and 34,250 thousand euros for the year ended December 31, 2015 with entities making up Blue Applications, and

664 thousand euros for the year ended December 31, 2016 and 629 thousand euros for the year ended December 31, 2015 with Blue Solutions.


Applications.

22 BLUE SOLUTIONS

4. Risk factors

4. Risk factorsThese risks are those which Blue Solutions deems likely to have an adverse

material eff ect on Blue Solutions, its activity, its fi nancial situation, its results or

outlook, and that are important to know.

4.1. RISKS RELATED TO THE TECHNOLOGY CHOICES

AND BUSINESS OF BLUE SOLUTIONS

4.1.1. BLUE SOLUTIONS CANNOT GUARANTEE THAT ITS TECHNOLOGY, IN PARTICULAR LITHIUM METAL POLYMER (LMP®) BATTERIES, WILL BE AS SUCCESSFUL AS IT EXPECTS; OTHER EXISTING OR FUTURE TECHNOLOGY MAY PROVE MORE EFFICIENT

Blue Solutions manufactures and sells electric batteries and supercapacitors, the

development of which has required signifi cant capital expenditure.

Even though it is confi dent about the prospects off ered by these new activities,

Blue Solutions remains prudent, given the technological risk that such capital

expenditure may present.

The Bolloré Group has invested heavily in the development of lithium metal pol-

ymer (LMP®) batteries (Blue Solutions believes it is the only company to have this

technology) and high-performance supercapacitors. Blue Solutions bases its

strategy and objectives on these technologies.

LMP® batteries and supercapacitors are, at the date of this document, the only

technologies being developed by Blue Solutions. Blue Solutions considers that

LMP® technology has advantages over other existing technologies and that it is in

a position to meet the needs of potential clients in diff erent segments of activity,

in particular in the emerging sectors of electric vehicles and storage batteries.

However, the developments and needs of the markets concerned by the products

sold or to be sold may not correspond to Blue Solutions’ expectations. Blue

Solutions cannot guarantee that its products will meet the expectations of its

potential clients, nor can it guarantee the success of its technologies and its

capacity to make them indispensable on the aforementioned markets.

Moreover, diff erent existing or future technologies may meet the same needs as

those covered by the technologies from Blue Solutions. Blue Solutions cannot

guarantee the competitiveness of its products against products developed based

on these other technologies. If the technologies adopted by Blue Solutions are

superseded by other technologies, Blue Solutions’ activities and results may be

adversely aff ected.

In addition, should Blue Solutions’ technologies not be as successful as expected,

and in the absence of alternative solutions developed by Blue Solutions, the

deployment of new or improved technologies would require signifi cant capital

expenditure and time. Any inability of Blue Solutions or Blue Applications to

develop new or improved technologies, or to react to changes impacting the

existing technologies, could signifi cantly delay the development and sale of new

products by Blue Solutions, which could result in a loss of competitiveness,

turnover and market shares in favor of its competitors.

The occurrence of one or more of the risks described above may have an adverse

material eff ect on the activities, fi nancial position, earnings or outlook of Blue

Solutions.

4.1.2. THE MARKET FOR ENERGY STORAGE AND ITS APPLICATIONS DEPENDS ON PUBLIC POLICY

The activities associated with energy storage are currently favorably infl uenced

by national and international public policies supporting clean energy, either

through favorable purchasing prices, tax credits, subsidies or other incentives, as

well as by rules relating to the environment, such as standards for the reduction

of CO2 emissions. The market for energy storage applications is also infl uenced

by these policies. One example is the subsidy paid on electric vehicle sales in

France since November 1, 2013. Another example is the subsidy received by

households in Germany to install batteries in their homes. Challenging or

changing these mechanisms could have an adverse material eff ect on the market

for these products.

The reduction in tax revenue resulting from the economic crisis and slowdown

could negatively impact the amount of public funds available to implement such

policies that support energy storage solutions. In diffi cult economic times, public

policies in favor of energy storage solutions might not be considered priority or

might be abandoned, in particular due to the perception that too much invest-

ment and time are required. Moreover, the public policies currently in place could

be replaced by less favorable measures.

Such events could have a material adverse eff ect on the activity, fi nancial posi-

tion, results or outlook for Blue Solutions.

Recent public policy in both Europe and in the United States, largely driven by

COP21, provides incentives for the use of clean transport and renewable

energies.

4.1.3. BLUE SOLUTIONS’ ACTIVITIES WILL DEPEND NOTABLY ON THE COMPETITIVENESS OF ELECTRICAL ENERGY COMPARED WITH TRADITIONAL FOSSIL ENERGY (OIL AND GAS) OR ALTERNATIVE TECHNOLOGIES (LPG AND BIOFUELS)

The development of certain markets in which Blue Solutions has invested and

the success of its activities will depend in particular on the competitiveness of

the production of electrical energy versus traditional fossil fuel sources.

This competitiveness will depend notably on the capital expenditure and costs

necessary for the production of energy, price fl uctuations, raw materials and/or

fossil fuel supply conditions (oil and natural gas, for example).

In the fi eld of renewable energies, the production of electricity may thus require

capital expenditure and signifi cant costs. If these capital expenditures and costs

are higher than those required in the production of energy using fossil fuels, Blue

Solutions’ activity could be aff ected.

In terms of mobile applications, the growing demand for batteries for electric

vehicles is also linked to the instability of the price of oil over recent years and

regulations and policies intended to promote alternative energy sources. A signif-

icant decrease in the price of energy from fossil fuels and/or a medium- or long-

term decrease in the price of gasoline could impact government and private

policies and initiatives in favor of alternative energy, as well as the perception of

the economic interest of such energy by end consumers. Moreover, the signifi -

cant development of alternative technologies, such as modern diesel, ethanol,

fuel cell energy (hydrogen fuel cells), compressed natural gas, or improvements

in the combustion engine could reduce the existing interest for completely elec-

tric vehicles and have an adverse material eff ect on the activities and outlook of

Blue Solutions.

The success of the products and solutions developed by Blue Solutions depends

in particular on its capacity to off er batteries with better technical characteristics

and more competitive pricing than traditional fossil fuel energy or more recently

developed alternative technologies.

Finally, the competitiveness of electrical energy compared to traditional fossil

energy or more recent technologies will also depend on national and interna-

tional regulations, especially with regard to taxation.

Taxes on electrical energy could aff ect its competitiveness compared to other

energies and thus have an impact on Blue Solutions’ activities.

Any change in the factors described above could result in a decrease in the

demand for batteries for mobile or stationary applications and have an adverse

material effect on the activity, financial position, results or outlook of Blue

Solutions.


4. Risk factors

4.1.4. ENERGY STORAGE SOLUTIONS IN GENERAL, AND BLUE SOLUTIONS’ TECHNOLOGY IN PARTICULAR, MIGHT NOT GAIN MARKET ACCEPTANCE

The development and success of Blue Solutions’ activities depend on the

acceptance by the market of energy storage solutions that it is developing and

selling in the fi elds of mobility (in particular electric vehicles) or stationary uses.

Blue Solutions cannot guarantee that the energy storage solutions that it sells or

that are sold by other players in the sector will meet the needs of the market or

potential clients. Insofar as the energy storage market is in development,

acceptance of the products and solutions off ered will depend on diff erent factors

including pricing conditions, applicable regulations, the services off ered, and the

perception by the market of the technologies off ered, notably in terms of price,

quality, performance and safety. At the date of this document, Blue Solutions is in

a unique market position as the forerunner of LMP® technology and must there-

fore teach its clients how to use its solutions and integrate them into their

energy production systems. However, adequately meeting the needs of clients

and gaining market acceptance of LMP® batteries remain uncertain insofar as

this market is in a relatively early stage of development.

Such acceptance is directly associated with the current and future perceptions of

end consumers with respect to LMP® batteries, in particular in terms of reliability,

cost and safety. Moreover, end-consumer confi dence in the reliability of LMP®

technology could be altered by technical incidents involving LMP® batteries and,

more indirectly, involving products and services off ered by Blue Applications and

even products using competing technologies. In particular, in the fi eld of mobil-

ity, the development of electric vehicles and their ability to adequately respond

to consumers’ needs and habits are mainly limited by the dual need to use,

fi rstly, batteries that have adequate autonomy, and subsequently to ensure that

charging infrastructure is available. Due to these factors, Blue Solutions considers

that electrical vehicles constitute a means of transportation adapted to urban

areas, but cannot guarantee that the market will develop.

The occurrence of one or more of the risks described above may have an adverse

material eff ect on the activities, fi nancial position, earnings or outlook of Blue

Solutions.

4.1.5. DIFFICULTIES IN THE AUTOMOTIVE INDUSTRY MIGHT IMPACT THE ACTIVITIES OF BLUE SOLUTIONS AND BLUE APPLICATIONS

Part of Blue Solutions’ and Blue Applications’ activities is related to the automo-

tive industry and could be affected by difficulties that the latter could

encounter.

At the date of this document, Blue Solutions’ activities and the assumptions used

to establish its business plans and objectives do not include establishing com-

mercial relations with automotive industry players to sell its batteries and

supercapacitors. However, if its batteries and supercapacitors are sold to

automotive manufacturers, Blue Solutions could be impacted by economic diffi -

culties encountered by the players in this industry, which are uncertain and diffi -

cult to anticipate. These diffi culties could jeopardize orders for products and

solutions or medium- and long-term partnerships, reduce expenditure on

developing alternative energy solutions for the automotive market, and cause

delays or cancellations in the development or sale of hybrid and electric vehicles

or new or existing programs.

Furthermore, demand in the automotive market is highly volatile and depends

largely on the political, economic and social environment.

Any variation in the demand could have an adverse eff ect on the fi nancial situa-

tion, result or outlook of Blue Solutions.

Diffi culties in the automotive industry could also have an adverse material eff ect

on the activity, fi nancial position and results or outlook of Blue Solutions or Blue

Applications.

4.1.6. THE PRODUCTION, SALE AND MARKETING OF BLUE SOLUTIONS MOBILITY PRODUCTS AND TECHNOLOGY WILL DEPEND ON ITS ABILITY, AND THAT OF BLUE APPLICATIONS, TO ESTABLISH AND MAINTAIN PARTNERSHIPS WITH PLAYERS IN THE AUTOMOTIVE INDUSTRY

Blue Applications has entered into agreements with partners involved at diff er-

ent levels of the automotive production chain, in particular for the construction

and assembly of vehicles as well as for computer systems. Blue Solutions could

also enter into such agreements. In case of termination or non-renewal of the

agreements with these partners, Blue Applications, or, if applicable, Blue

Solutions, could encounter difficulties entering into agreements with other

partners with equivalent, or at least satisfactory, technical and fi nancial condi-

tions, which could have an adverse material effect on the quantities and the

conditions for purchasing items delivered by Blue Solutions to Blue Applications.

Blue Applications strives, however, to keep negotiations open with a number of

potential partners in order to ensure that additional or alternate solutions can be

implemented.

4.1.7. BLUE SOLUTIONS MIGHT NOT ACHIEVE A POSITIVE RETURN ON INVESTMENT, CONTROL ITS PRODUCTION COSTS, OR BE PROFITABLE

As a result of signifi cant expenditure by the Bolloré Group and Blue Solutions on

research and development and on Blue Solutions’ production capabilities, Blue

Solutions has not broken even to date. It anticipates further losses and signifi -

cant expenditure in the near future insofar as its activities and production capa-

bilities remain in the development phase. Moreover Blue Solutions could sustain

additional losses not yet foreseen, for a certain number of reasons, including the

other risks described in this section, and could have to bear expenses, diffi culties,

complications, delays and unforeseen events.

Blue Solutions’ production and operating costs remain high due in large part to

its business activity being in the development phase. Improving profi tability will

depend on a number of factors, in particular the growth of production and sales

volumes and thus an improved rate of absorption of fi xed production costs and

a reduction in variable production costs and the cost of raw materials. Blue

Solutions cannot guarantee that it will control these costs in the future and thus

improve its results. Moreover, Blue Solutions might have to incur new expenditure

in the future. These factors could hinder achieving and maintaining Blue

Solutions’ future profi tability. If Blue Solutions is not in a position to maintain a

level of expenditure in line with its turnover, its fi nancial situation, earnings and

outlook could be adversely aff ected.

Blue Solutions’ EBITDA has been positive since 2014 and, in 2016, operating

income was slightly negative aft er recording a slightly positive operating income

in 2015.

The level of development of its activities and the degree of maturity of its mar-

kets make it diffi cult to assess the future development outlook for Blue Solutions

from the current consolidated financial statements. The development of its

activities or markets may not correspond to Blue Solutions’ expectations. Blue

Solutions’ fi nancial position and results could thus be signifi cantly diff erent from

its objectives or forecasts.

4.1.8. BLUE SOLUTIONS MIGHT BE UNABLE TO KEEP UP WITH GROWING DEMAND FOR ELECTRIC BATTERIES AND THUS LOSE MARKET SHARE

Client decisions are aff ected by numerous factors (such as market development

or public regulations) that may be diffi cult to predict.

Should Blue Solutions’ technology and, more generally, the development and use

of batteries for mobile and stationary applications be successful, Blue Solutions

may have to make additional capital expenditure, or it might not be in a position

to profitably increase its production capacity. In anticipation of its business

development and as of the date hereof, Blue Solutions has launched a major

investment drive with a view to signifi cantly increasing the production capability

of its French and Canadian sites.

24 BLUE SOLUTIONS

4. Risk factors

The circumstances described above may, however, cause it to lose market share

and have a material adverse eff ect on its activity, fi nancial position, earnings or

outlook that cannot currently be foreseen.

4.2. RISKS RELATED TO THE INDUSTRIAL ACTIVITIES AND

THE ORGANIZATION OF BLUE SOLUTIONS

4.2.1. BLUE SOLUTIONS’ BATTERIES MIGHT MALFUNCTION OR EVEN CEASE TO FUNCTION, THUS NEEDING REPLACEMENT AND FAVORING ITS COMPETITORS

Due to the complex technology of the batteries made by Blue Solutions and their

applications, Blue Solutions is not in a position to guarantee that Blue

Applications and its clients will not experience failures or diffi culties related to

the quality of its products.

Despite the experience acquired through Blue Applications in developing

car-sharing projects, Blue Solutions remains at a stage where it is still developing

these technologies and discovering potential problems which might be related to

the quality of its products. In particular, Blue Solutions continues, in collabora-

tion with Blue Applications and its clients, to gain new understanding of the

functioning and integration of its products in the fi nal systems and applications

sold by Blue Applications. Blue Solutions might not be able to foresee all faults or

quality issues that the products may encounter. Products sold in demanding

environments such as public transportation and the automotive market might

require additional operating characteristics that might unexpectedly interfere

with the proper functioning of the products sold by Blue Solutions.

LMP® batteries manufactured by Blue Solutions might also experience electronic

defects (for example regarding converters or connections) that may require

repair or replacement as well as corrective actions on the production of future

LMP® batteries. Such defects have a limited impact due to the active and passive

control systems integrated in the LMP® batteries manufactured by Blue

Solutions. Moreover, Blue Solutions extends a guarantee of one year on LMP®

batteries and two years on supercapacitors.

Leasing agreements for LMP® batteries entail the replacement of defective

products for the term of the lease.

Although it has set up procedures to anticipate the technological defects its

products might develop or to deal with potential product returns and the imple-

mentation of the necessary corrective measures if a defect is identified, Blue

Solutions might nevertheless not be in a position to detect and remedy all

defects affecting the products sold and to manage the difficulties related to

returns of defective products.

Processing the defects identifi ed could result in additional expenses which could

have a material adverse eff ect on its activity, fi nancial situation, earnings or out-

look. Furthermore, the recall of defective products and the processing of identi-

fi ed defects could have material adverse eff ects on the image of Blue Solutions

and its products.

4.2.2. BLUE SOLUTIONS MIGHT BE UNABLE TO MEET ITS CLIENTS’ REQUIREMENTS IN TERMS OF QUALITY AND CUSTOMER SERVICE

If Blue Solutions is not able to meet clients’ requirements in terms of quality of

the products and customer service, this could lead to claims against it, a change

in the brand and, more generally, could damage its reputation. It could also result

in diverting resources elsewhere, insofar as this would incur additional expenses

for compliance or compensation, which would be likely to hinder its commercial

and marketing eff orts and thus hurt its competitive position and, more generally,

have an adverse material effect on its activity, financial position, results or

outlook.

4.2.3. BLUE SOLUTIONS DEPENDS ON EXTERNAL SUPPLIERS FOR THE PROVISION OF RAW MATERIALS AND KEY COMPONENTS AND, IN THE EVENT THAT THE TECHNOLOGY USED IN THESE BATTERIES PROVES SUCCESSFUL IN TRANSPORTATION AND OTHER APPLICATIONS, ACCESS TO THESE COMPONENTS UNDER SATISFACTORY ECONOMIC CONDITIONS COULD BE RESTRICTED

Blue Solutions depends on third parties to obtain raw materials, components

and manufacturing equipment, and may have diffi culties substituting one sup-

plier with another, increasing the number of suppliers, or changing components

due to a supply interruption or increased industry demand.

At the date of this document, Blue Solutions sources each of the main compo-

nents and raw materials necessary for the manufacture of LMP® batteries (lith-

ium metal, lithium salts, polymers and lithium iron phosphate) and

supercapacitors from at least two suppliers, except for four-band current collec-

tors which it sources from a single supplier. There is no guarantee that Blue

Solutions can continue to obtain supplies from its suppliers under reasonable

and satisfactory conditions.

Moreover, such supplies are not necessarily covered by formal or long-term con-

tracts. Entering into contracts on an annual basis allows Blue Solutions to opti-

mize and renegotiate prices based on its needs and frees it from committing to

volumes over the long term. Blue Solutions is also dependent on the quality of

the products and components purchased from its suppliers.

Blue Solutions may thus depend on certain suppliers of certain raw materials or

components, either because of an exclusive or almost exclusive relationship, or

due to the significant weighting of the suppliers in the purchases made. The

changing balance between the off er and the demand, the existence of defects in

the products or components supplied, and the failure of a supplier or occurrence

of a dispute with a supplier could aff ect Blue Solutions’ ability to obtain, within

the required time frames, quality raw materials and sufficient quantities of

manufacturing components and equipment at competitive prices. Should one or

more of these events occur, it could delay the production of batteries, aff ect Blue

Solutions’ ability to honor current or future orders, and damage its reputation

and profi tability and, accordingly, have a material adverse eff ect on the activity,

fi nancial position, earnings or outlook of Blue Solutions.

4.2.4. BLUE SOLUTIONS MIGHT BE UNABLE TO MAINTAIN ITS PRODUCTION CAPACITY

Blue Solutions’ products are manufactured in a factory near Quimper in France

and near Montreal in Canada. It has launched a major investment drive with a

view to signifi cantly increasing the production capability of its sites, in particular

by building a new factory in Brittany and by setting up new production lines in

Brittany and Canada.

Blue Solutions’ production sites may encounter incidents which interrupt the

manufacture of its products, either temporarily or over the long term, and which

may have adverse material eff ects on the activities, fi nancial position, earnings or

outlook of Blue Solutions.

Moreover, Blue Solutions cannot guarantee that the current capital expenditure

will be adequate in order to meet the demand for products and the market

requirements.


4. Risk factors

4.2.5. BLUE SOLUTIONS RELIES ON CERTAIN KEY EMPLOYEES AND WILL HAVE TO RECRUIT PERSONS WITH SIMILAR SKILLS IN ORDER TO DEVELOP ITS ACTIVITIES

The success of Blue Solutions’ activities will depend in particular on the involve-

ment and expertise of the members of its management team and key employees.

The departure of one or more of these persons could result in loss of know-how

and might put certain activities at risk, even more so if the departure is to a

competitor. A lack of technical skills could slow the development necessary for

Blue Solutions’ activities and ultimately alter its ability to achieve its objectives.

Moreover, Blue Solutions could need to recruit new executives or employees who

are highly qualifi ed and diffi cult to attract for the development of its activities.

Blue Solutions considers, however, that it has set up an attractive compensation

and training policy to attract and retain its key employees.

If Blue Solutions is not able to attract and retain such key persons, this could

prevent it from reaching its objectives and have an adverse material eff ect on its

activity, fi nancial position, earnings and outlook.

Blue Solutions does not have any guarantees in place for “loss of key people”.

4.2.6. BLUE SOLUTIONS MIGHT SUFFER DAMAGE TO ITS REPUTATION

Blue Solutions is exposed to risks of various kinds of attacks that may damage its

reputation. Blue Solutions’ products and solutions are subject to studies and

analyses which may include data or conclusions that are erroneous or unfavora-

ble to the image of Blue Solutions or Blue Applications. Moreover, the occurrence

of one or more of the risks described in this chapter of the document, in particu-

lar in case of technical failure of the products and solutions developed by Blue

Solutions or, more indirectly, by Blue Applications, could have a negative impact

on Blue Solutions’ reputation.

This type of damage is made even easier by the use of new means of communi-

cations such as the Internet and social media, which show reactions in real time

and exponentially disseminate information. The activity, financial situation,

earnings and outlook of Blue Solutions could be negatively affected if Blue

Solutions’ image is damaged or negative events have occurred.

4.3. RISKS RELATED TO THE ORGANIZATION OF RELATIONS

BETWEEN BLUE SOLUTIONS AND BLUE APPLICATIONS

4.3.1. ALL BATTERIES MANUFACTURED BY BLUE SOLUTIONS ARE CURRENTLY DISTRIBUTED TO BLUE APPLICATIONS, BLUE SOLUTIONS IS THEREFORE DIRECTLY EXPOSED TO THE RISKS FACING BLUE APPLICATIONS

All LMP® batteries produced by Blue Solutions are sold or leased to Blue

Applications (Bluecar, Bluebus, Bluestorage and Bluesun).

Blue Solutions’ activity is thus strongly dependent on Blue Applications’ situation

as well as its ability to constantly ensure the development and sale of its storage

applications.

Nevertheless, the conclusion of partnership negotiations in the area of mobility

with the automotive industry players, and/or a refocusing, partial or whole, of the

sales strategy of Blue Solutions towards players in the stationary market other

than Blue Applications could reduce this dependence in the future.

Events aff ecting Blue Applications, in particular incidents involving services or

products offered by Blue Applications which may not be caused by products

distributed by Blue Solutions, could have an adverse material effect on the

activity, fi nancial position, earnings or outlook of Blue Solutions.

The technology developed by Blue Solutions might not be adopted by Blue

Applications’ clients, or might not effectively and securely meet industry

requirements in terms of power and storage capacity. In particular, Blue

Applications might not be in a position to develop and sell new innovative prod-

ucts, to make potential clients aware of the value of its products or to maintain a

competitive advantage.

Blue Solutions and Blue Applications have entered into a long-term contract for

the supply of products by Blue Solutions to Blue Applications. At the date of this

document, the terms of this contract are being renegotiated by the Board of

Directors of Blue Solutions and Bolloré, in particular in light of the simultaneous

development of competitors in lithium ion, in large volumes and at low prices

(see sections 12 and 22.1.3.3 of this document). Blue Solutions cannot however

guarantee that this contract and its terms will be upheld, particularly as they

stand at the end of this renegotiation. In the event that one or more of the risks

described above should occur, this may have an adverse material eff ect on the

fi nancial and operating results of Blue Solutions. In such a case, Blue Solutions

cannot guarantee that it will be in a position to develop and maintain commer-

cial relations with other potential clients.

4.3.2. THE DEVELOPMENT OF BLUE SOLUTIONS’ ACTIVITIES WILL DEPEND ON EXERCISING SALE OPTION AGREEMENTS IN RESPECT OF BLUE APPLICATIONS

Blue Solutions, which remains under the control of the Bolloré Group aft er listing

on the NYSE Euronext (Paris) regulated market, has option agreements for seven

sales by the Bolloré Group enabling it to acquire each Blue Applications entity

from the Bolloré Group between September 1, 2016 and June 30, 2018.

During its meeting of March 23, 2017, the Blue Solutions Board of Directors

decided not to exercise its purchase options concerning Blue Applications until

their expiry date, i.e. June 30, 2018, since the latter still requires significant

investment and it prefers to focus Blue Solutions’ efforts on improving its

technology.

At the date of this document, the terms of these options are being renegotiated

by the Boards of Directors of Blue Solutions, Bolloré, Compagnie du Cambodge

and Société Industrielle et Financière de l’Artois in order to put in place a new

option exercise window (see section 12 of this document).

As the activities deployed by Blue Applications constitute natural outlets for the

products and solutions offered by Blue Solutions, the development of Blue

Solutions’ activities and their sustainability as well as the outlook of Blue

Solutions will depend in particular on the exercise or not of these option agree-

ments by the company. At the date of this document, the company is not in a

position to guarantee either the exercise of such option agreements or, if appli-

cable, the date on which they will be exercised. Moreover, some option agree-

ments being independent, the company may decide to exercise only a part of

them.

The exercise price for each of these agreements will be determined by an inde-

pendent expert appointed, at the company’s request, by the Presiding Judge of

the Commercial Court. The company shall make its decision concerning the

exercise of the option agreements granted based on that independent expert’s

report. Accordingly, the exercise price for each of the agreements is not deter-

mined on this date. Despite the use of an independent expert, the exercise price

will be set based on all of the criteria that the expert deems relevant and might

not refl ect the real value of Blue Applications’ activities, which could aff ect Blue

Solutions’ fi nancial situation.

The exercise of sale option agreements will depend on the company’s ability to

set up satisfactory fi nancing, which could be achieved through the Bolloré Group.

No commitment has been made regarding such fi nancing to date, however, at

the date of this document, the Boards of Directors of Blue Solutions and Bolloré

have decided to work together to agree a new contract to provide Blue Solutions

with financing from Bolloré (see section 12 of this document). However, the

company cannot guarantee that it will receive the fi nancing necessary to exercise

each sale option agreement on its respective exercise date. The company also

cannot guarantee the terms of such fi nancing (in particular, if such fi nancing will

take the form of an increase in capital or debt).

Should the company decide to increase its capital to fi nance the exercise of one

or more sale option agreements, it intends, subject to the market conditions on

that date, to promote transactions giving its existing shareholders priority to

subscribe to such a capital increase (for example, by the exercise of preferential

subscription rights). This subscription would, however, require an additional

investment from shareholders. Non-subscription would lead to the share in the

capital and voting rights held by such shareholders in the company being

decreased.

In case of exercise of all or part of the option agreements, the fi nancial position,

earnings and outlook of Blue Solutions will depend on its capacity to integrate

Blue Applications’ activities thus acquired and to ensure their development.

Blue Solutions cannot guarantee that the integration of the activities acquired

would take place according to the expected calendar. Blue Solutions could also

encounter diffi culties realizing the projected synergies within the time frames set

out. Blue Solutions may also be faced with higher integration costs than initially

envisaged.

26 BLUE SOLUTIONS

4. Risk factors

The disposal of securities resulting from the exercise by the company of the sale

option agreements granted to it could set in motion the mechanisms provided

for in the contracts entered into by the Blue Applications entities concerned (for

example, information or prior authorization from the co-contracting party, the

implementation of purchase or sale option agreements, preemptive rights, the

right to request early termination of the contract), which could have an impact

on maintaining the contracts concerned, or, at least, on maintaining them at

conditions that are identical or satisfactory for Blue Solutions and Blue

Applications, and thus aff ect the activity, fi nancial position, earnings and outlook

of Blue Solutions and Blue Applications.

Finally, the fi nancial position, earnings and outlook of Blue Solutions will depend

on the activities of Blue Applications and their outlets. Blue Solutions cannot

guarantee that they will develop according to its expectations. Moreover, the sale

option agreements do not confer upon the company a right of intervention in the

corporate aff airs of Blue Applications’ companies. In particular, they do not pro-

hibit the Bolloré Group from setting up partnerships or deciding or authorizing,

as it deems fit, the reorientation of the activity of such companies or their

dormancy.

4.4. RISKS ASSOCIATED WITH RELATIONS WITH

THE BOLLORÉ GROUP

4.4.1. THE BOLLORÉ GROUP’S EXISTING AND CONTINUING CONTROL OF THE COMPANY AND ITS MANAGERIAL DECISION-MAKING COULD LEAD TO CONFLICTS OF INTEREST BETWEEN IT AND THE COMPANY

As at December 31, 2016, Bolloré SA and Bolloré Participations hold 71.20% and

17.80% respectively of the capital and 75.34% and 18.83% of the voting rights of

the company. These companies can therefore adopt decisions of Ordinary

General Meetings, such as appointing members of corporate bodies, approving

fi nancial statements and distributing dividends, and of an Extraordinary General

Meeting, such as changing the articles of association, on their own. Bolloré SA

and Bolloré Participations can thus signifi cantly infl uence:

• Blue Solutions’ operating activity;

• the appointment of executives;

• changes in the company’s articles of association, in particular in the case of

issuance of fi nancial securities;

• and Blue Solutions’ general strategy and development projects (with regard to

acquisitions, for example).

At the date of this document, the Bolloré Group brings particular and signifi cant

infl uence to bear on the exercise of sale option agreements related to the Blue

Applications entities it granted to the company (see section 22.1.1. of this docu-

ment). Moreover, the existence of the agreements shall not prevent the Bolloré

Group from deciding or authorizing, should it deem fi t, the reorientation of the

activities of these companies, their dormancy or their liquidation.

Such circumstances could give rise to a confl ict of interest between the company

and its majority shareholders, Bolloré SA and Bolloré Participations.

However, the risk of confl icts of interest upon the exercise of the agreements is

mitigated by the insertion of specifi c stipulations in the sale option agreements

which specify, at the date of this document, that:

• the exercise price for each of the sale option agreements will be determined by

an independent expert appointed by the Presiding Judge of the Paris

Commercial Court, at the company’s request, based on the assessment meth-

ods that the appointed expert shall deem appropriate. Such a request may be

made once per fi scal year for the 2016, 2017 and 2018 fi scal years. If the price

at which the Blue Applications’ companies obtain their supplies of LMP® batter-

ies must be considered as a factor in determining the sale price of the shares,

the expert shall refer only to the terms and conditions of the supply contracts

for these batteries. The company will make its decision concerning the exercise

of the agreements granted based on such independent expert’s fi ndings;

• the company’s bylaws require its Chief Executive Offi cer to issue, in 2017 and

2018 (when the Board of Directors closes the fi nancial statements for the 2016

and 2017 fi scal years), a recommendation on the company’s interest in exercis-

ing the options. This recommendation will be established based on the afore-

mentioned expert’s assessment. The Board of Directors must also include in its

report at the company’s Annual Shareholders’ Meeting an opinion on the rec-

ommendation of the Chief Executive Offi cer; such opinion should highlight the

position of the independent directors if it is different from the majority

opinion;

• the exercise of and any modifi cations to the sale option agreements will be

subject to the approval procedure of the regulated agreements in application

of the provisions of articles L. 225-38 et seq. of the French company law (Code

de commerce), with Bolloré SA and the common directors of Bolloré SA and the

company not taking part in the vote of the Board of Directors and the General

Meeting of the company;

• and regarding each agreement, if the company has not exercised said agree-

ment by June 30, 2018 and the shares are sold or transferred to a third party by

the promissor within eighteen months following this date, the company will

have the right to receive the gain that it would have earned if it had exercised

said agreement and then realized the sale in question itself (see section 22.1.1.

of this document).

However, at the date of this document, the terms of these options, which the

Board of Directors of Blue Solutions has decided to not exercise until their expiry

date, i.e. June 30, 2018, are currently being renegotiated between the Boards of

Directors of Blue Solutions, Bolloré, Compagnie du Cambodge and Société

Industrielle et Financière de l’Artois in order to put in place a new window for

exercising these options (see section 12 of this document).

The Bolloré Group controls Blue Applications’ companies and is thus a share-

holder and the main client of the company.

In addition, on March 23, 2017, Bolloré SA announced its intention to submit a

tender off er on Blue Solutions before the end of the fi rst half of 2017 and that

those shareholders who decide not to accept this offer will have a second

opportunity to exit following the publication of the 2019 fi nancial statement.

Following these transactions, the Bolloré Group’s control of Blue Solutions could

be strengthened.

4.4.2. BLUE SOLUTIONS IS DEPENDENT ON THE BOLLORÉ GROUP

The management and financing of the activities of Blue Solutions and Blue

Applications depend on the Bolloré Group.

At the date of this document, Blue Solutions breaks even with the support of the

Bolloré Group. Until June 2016, Blue Solutions’ activities were funded by a cash

management agreement which is centralized within Bolloré SA. At the date of

this document, the Boards of Directors of Blue Solutions and Bolloré had decided

to come together to agree a new contract to provide Blue Solutions with fi nanc-

ing from Bolloré (see section 12 of this document). However, to date, Blue

Solutions cannot guarantee the terms and conditions of this contract.

Moreover, Bolloré SA centralizes the functional departments and the workforce of

functions dedicated to managing the Bolloré Group. Bolloré SA has thus entered

into fi nancial, cash fl ow, legal, accounting, human resources and computer sys-

tems service contracts with the company. The company cannot guarantee that

Bolloré SA will maintain these services in the future and that, if these relations

should end, it would be able to set up and manage comparable functions with

the same level of quality within a satisfactory time period. Setting up comparable

functions could also have a material eff ect on Blue Solutions’ fi nancial situation.

In the event that one or more of the risks described above should occur, this may

have an adverse material eff ect on the fi nancial and operating results of Blue

Solutions.


4. Risk factors

4.5. RISKS ASSOCIATED WITH BLUE APPLICATIONS

4.5.1. BLUE SOLUTIONS ECONOMIC MODEL DEPENDS ON THE MARKET FOR ENERGY STORAGE APPLICATIONS DEVELOPED IN PARTICULAR BY BLUE APPLICATIONS, WHICH ARE IN THE DEVELOPMENT PHASE

At the date of this document, the outlets for Blue Solutions’ products are mostly

on Blue Applications’ markets.

Blue Applications targets recent markets such as those for electric vehicles and

stationary energy storage applications by developing applications based on Blue

Solutions’ technology. These markets are still in the development phase.

Accordingly, Blue Solutions cannot guarantee that these markets will develop

suffi ciently and quickly enough to off er satisfactory outlets for its products. If

these markets do not develop suffi ciently and quickly enough, it could have an

adverse material eff ect on the activity, fi nancial position, earnings or outlook of

Blue Solutions.

Moreover, should the electric vehicle market develop, Blue Applications may not

be in a position to off er new models that meet clients’ needs.

Blue Applications also targets markets that have not yet been developed at the

date of this document or that are only in the pilot stage (such as the electric boat

market, the market for products to store renewable energies and “back-up”

solutions). Blue Solutions cannot guarantee that these markets will develop one

day and, if they develop, that its products will be able to meet the demands and

expectations of potential clients. If these markets do not develop, the activity,

fi nancial position and outlook of Blue Solutions would be aff ected.

In addition, in the future, Blue Applications could face competition on its diff er-

ent markets.

4.5.2. SOME OF BLUE APPLICATIONS’ PRODUCTS RELY ON A VERY SOPHISTICATED COMPUTER OPERATING SYSTEM THAT MIGHT MALFUNCTION

Blue Applications’ business relies in particular on the eff ectiveness of its com-

puter systems, in particular in car-sharing, where they bring an “intelligent”

advantage. These computer systems are managed and controlled at Blue

Applications within a dedicated internal structure, with qualifi ed staff and the

expertise of IER and Polyconseil. They are secured by “back-up”, maintenance and

continuous IT alert systems consistent with current standards.

Blue Applications cannot guarantee that the computer systems will be extensive

enough to handle its activity and development projects.

In addition, Blue Applications cannot guarantee that its computer systems will

not be subject to technical failures. Blue Applications might also use computer

suppliers that might turn in experience failures.

If Blue Applications is unable to ensure a satisfactory level of functioning of its

systems, this could alter the quality of its products and give rise to claims against

it, a change in the brand, and, more generally, its reputation. Moreover, any failure

could require additional capital expenditure which could affect the financial

position and earnings of Blue Solutions and Blue Applications.

4.5.3. SOME OF BLUE APPLICATIONS’ MAJOR CONTRACTS MIGHT NOT BE RENEWED

A change in Blue Applications’ commercial relations with its main clients could

have a signifi cant negative eff ect on its commercial activities and accordingly on

Blue Solutions’ commercial activities.

In particular, some clients could decide to no longer purchase the products sold

by Blue Applications. Likewise, communities and local authorities where

car-sharing is off ered could restrain its development by not fulfi lling their part of

contractual commitments, refusing to increase car-sharing off ers when the con-

tract provides for development in optional phases, or not renewing the contract

upon its expiration.

Such events could have adverse consequences for Blue Applications and, as a

result, for Blue Solutions.

Some off ers from Blue Applications are developed by public bodies in France and

abroad and are subject to the characteristics and risks associated with the rules

concerning awarding and executing public contracts and authorizations.

4.5.4. CERTAIN BLUE APPLICATIONS OFFERINGS (SUCH AS CAR-SHARING) ARE SUBJECT TO SPECIFIC REGULATIONS IN FRANCE AND ABROAD CONCERNING THE AWARDING AND EXECUTION OF PUBLIC CONTRACTS AND AUTHORIZATIONS WHICH MAY ENTAIL ADDITIONAL CONSTRAINTS

In France, the awarding of public contracts or authorizations by regional author-

ities to develop car-sharing offers may be subject to legal or administrative

appeal by third parties. Such appeals might result in the cancellation of such

contracts and authorizations. The fulfi llment of public procurement contracts

and public domain occupancy agreements is subject to specifi c rules. For exam-

ple, these contracts or authorizations can be canceled or modifi ed unilaterally

when this is considered to be in the general interest. When provided for by the

contract, the co-contracting party’s right to compensation might not cover all of

the damages sustained. For example, the framework public domain occupancy

agreement between the Lyon Urban Community and Bluely for the installation of

charging stations for electric vehicles and car-sharing limits Bluely’s right to

compensation in the event of cancellation for reasons of general interest and

excludes certain damages which may, in case of cancellation, result in a signifi -

cant reduction in Blue Applications’ turnover. A similar agreement was signed

with the company Bluecub, to set up a car-sharing system within the Bordeaux

Urban Community, and contains similar stipulations.

Public contracts may also contain specifi c clauses concerning changes in control

of the holder, or the right of the public body to buy out the contract (subject to

an indemnity). That is the case, for example, for the public service delegation

agreement held by Autolib’.

4.5.5. CAR-SHARING IS ROLLED OUT IN MUNICIPALITIES IN PLANNED PHASES WHICH MIGHT NOT BE IN LINE WITH USER REQUIREMENTS OR BLUE APPLICATIONS’ OPERATING CAPACITY

Blue Application’s capital expenditure and investments in production capacity

are mainly based on an estimate of the orders and potential or actual calls for

tender won. In particular, capital expenditure is made in advance in order to meet

a call for tender under the best conditions, with no guarantee that such capital

expenditure will be productive and will result in a sale, or a sale within the

expected periods. The results and profi tability of Blue Applications depend on

entering into such public contracts and markets, as well as its ability to meet its

obligations in this respect. Should market demand not increase as quickly as

expected, or fewer orders than forecast be received from clients, or Blue

Applications fail to enter into contracts or win calls for tender as expected, Blue

Applications may be unable to off set these costs and achieve economies of scale,

in which case its operating results could be adversely aff ected due to high oper-

ating expenses, reduced margins, underused capacity and high depreciation

costs. Conversely, should demand exceed expectations, Blue Applications might

be left with production capacity shortfalls, staffi ng shortages, inadequate sup-

plies, or insuffi cient third-party suppliers to help it meet higher production vol-

umes, which could render it unable to effectively respond to demands for

changes in existing products or for new products, in which case its current or

future activity, client relations and reputation could be aff ected.

28 BLUE SOLUTIONS

4. Risk factors

4.5.6. CAR-SHARING OFFERINGS ARE EXPOSED TO THE RISKS OF VANDALISM OR MISUSE OF THE VEHICLES AND EQUIPMENT PROVIDED TO USERS

The vehicles made available to Autolib’ users are vulnerable to theft , vandalism,

accidents and misuse. Some of the costs associated with these damages are

covered by civil liability, theft and fi re insurance policies covering the vehicles,

the residual amount being covered by Autolib’. Moreover, in case of misuse, the

driver of the vehicle must pay a deductible of an amount between 150 and

200 euros based on the type of policy taken out (this amount is 800 euros for

legal entities) and is directly liable for fines for infractions to the rules of the

Highway Code. Finally, the equipment used under the Autolib’ project is moni-

tored in real time via a monitoring and GPS system, and modifi cations made to

one piece of equipment are applied to the entire fl eet (retrofi t).

These damages nevertheless directly impact the quality of service, as well as the

perception of the latter by the end consumer.

They reduce the number and lifetime of vehicles in service, cause significant

costs for repair and restoration for Blue Applications, and potentially increase

insurance premiums.

Repeated damage could have an adverse material eff ect on Blue Applications’

relations with its clients as well as its reputation, activity, financial position,

earnings or outlook.

4.6. LEGAL RISKS

4.6.1. BLUE SOLUTIONS ENJOYS EXCLUSIVE TECHNOLOGY AND KNOW-HOW PROTECTED BY ITS PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS

Blue Solutions has had an active policy in place for many years of protecting its

intellectual property rights and know-how.

Blue Solutions’ industrial property contains important know-how protected in

France by Soleau envelopes(1) and by a sizable portfolio of patents and related

trademarks.

The respective rights of Blue Solutions and its employee inventors are set by a

Regulation on Inventions by Employees (laid down at Blue Solutions in 2011 and

in the course of being laid down at the companies within the scope of Blue

Applications) which provides for reasonable additional compensation to

employee inventors so as to reduce the risk of departure of key employees in

Blue Solutions’ areas of expertise.

Certain patents likely to be used by Blue Solutions may be held by third parties

who grant a license to the company (Hydro-Québec is one notable example) or

be held jointly with third parties. Accordingly the renewal of these rights may

require their authorization. However, Blue Solutions has attempted to manage its

rights through contracts and to obtain exclusivity in its sector of activity.

Blue Solutions is not the holder of all the trademarks, trademark applications

and domain names necessary for its activity, in particular French trademarks. A

part of the portfolio of trademarks, trademark applications and domain names

used by Blue Solutions belongs either to Bolloré SA or Bluecarsharing.

Blue Solutions either holds or has applied for intellectual property rights in

France, Germany, the United Kingdom, Italy, Spain and other countries in Europe,

and in Japan, China and other countries outside Europe. The fi ling of each patent

application is preceded by a search for prior rights conducted by intellectual

property specialists, making it possible to target each patent such that the

patentability can be shown in order to obtain patent approval and not be faced

with potential opposition from third parties. In addition, patent applications are

fi led each time that a patentable idea can be protected without disclosing know-

how, for which trade secret protection would be more appropriate.

The protection by Blue Solutions of its intellectual property rights represents a

signifi cant cost associated in particular with fees for fi ling and maintaining pat-

ents, additional compensation and fair prices paid to inventors and the manage-

ment of other intellectual property rights.

Despite Blue Solutions’ eff orts to protect its intellectual property rights, technol-

ogy and know-how, third parties may attempt to copy or fraudulently use them.

Blue Solutions thus stays informed of its competitors’ patents in order to eff ec-

tively protect its rights and prevent fraud or unauthorized use, in particular in

countries where its rights might be less protected.

Within the conduct of its business, Blue Solutions may give access to third par-

ties to certain sensitive information that may or may not be protected by patents.

Blue Solutions ensures that such third parties agree not to steal, use or commu-

nicate such information, through confi dentiality agreements or obligations in

research collaboration agreements.

4.6.2. BLUE SOLUTIONS AND BLUE APPLICATIONS MAY BE HELD LIABLE FOR THE PRODUCTS THEY MANUFACTURE AND SELL

The risk of Blue Solutions or Blue Applications being held liable in respect of

defective products is inherent in the development, manufacturing, marketing or

sale of said products.

Blue Solutions and Blue Applications may be held liable, as manufacturer and

distributor, for products manufactured by Blue Solutions or Blue Applications (for

example, Bluecar®).

Some of the components used for the manufacture of the batteries, as well as

the batteries themselves, or even products integrating the batteries, could cause

damage to persons or property and thus incur liability for Blue Solutions or Blue

Applications. Any accident involving Blue Solutions’ batteries or the products

integrating them could also impact the demand for products developed by Blue

Solutions. The financial position, earnings and outlook of Blue Solutions and

Blue Applications could be aff ected.

In addition, insofar as some of Blue Solutions’ batteries are intended for use in

vehicles, and insofar as vehicle accidents could cause damage to persons and

property, Blue Solutions and Blue Applications are subject to a risk of claims for

resulting damages. The fi nancial position, earnings and outlook of Blue Solutions

and Blue Applications could be aff ected.

The reputation of Blue Solutions and Blue Applications could also be aff ected by

negative publicity resulting from diffi culties or accidents caused by third-party

users of products incorporating its batteries. Blue Solutions cannot guarantee

that such claims will not be made in the future.

4.6.3. BLUE SOLUTIONS’ ACTIVITIES ARE SUBJECT TO STRICT ENVIRONMENTAL, HEALTH AND SAFETY STANDARDS AND REGULATIONS

Blue Solutions’ activities are subject to specifi c environmental, health and safety

standards and regulations concerning production sites, substances used, trans-

port and the end of life of products as well as the processing and/or elimination

of used batteries. These regulations apply to France, the rest of Europe and

Canada.

For the manufacture of batteries, Blue Solutions uses substances including some

that are combustible or toxic (in particular lithium). The operation of the compa-

ny’s activities on the Ergué-Gabéric site in France is subject to prior authorization

from the prefect of Finistère under the legislation on installations classifi ed for

the protection of the environment (ICPE). Accordingly, the company is subject to

strict regulations governing air and water emissions, the use and handling of

hazardous substances, the storage and elimination of hazardous substances and

waste, the prevention and management of technological risks and accidental

pollution, and the restoration and cleanup of used sites. Blue Solutions’ compli-

ance with the applicable regulations, and its responsibilities in general, require

significant regular operating or capital expenditure on its part. Moreover, the

company’s responsibility for the restoration of an installation classifi ed for the

protection of the environment will continue for thirty years aft er the declaration

of permanent closure, during which period the prefect may at any time order

additional restoration measures.

(1) Evidence of creation which makes it possible to keep the creation secret for a term of fi ve years renewable once, aft er simple fi ling procedures have been completed with the French National Institute of Intellectual Property.


4. Risk factors

Blue Solutions’ industrial processes produce various wastes which may consti-

tute a risk for the environment. For all of the waste produced, Blue Solutions has

set up a policy for source reduction, sorting, waste recycling and special waste

processing by specialized companies in accordance with the regulations.

However, the failure of its subcontractors could invoke Blue Solutions’ liability

and result in signifi cant costs and damage to the company’s image.

As a producer of batteries, the company is subject to specifi c obligations, in par-

ticular under the application of Directive no. 2006/66/EC of the European

Parliament and the Council of September 6, 2006 concerning batteries and

accumulators as well as the waste of batteries and accumulators, and the French

regulations transposing this directive. These provisions prohibit certain batteries

and accumulators containing mercury or cadmium over a certain threshold to be

put on the market. Moreover, Blue Solutions is subject to obligations to take

back, collect, process and recycle used batteries, and to inform users about the

eff ects of the substances used and the collection and recycling systems available

to them. These obligations concern the domain of mobility (obligation to recycle

90% to 95% of the products developed) as well as stationary (obligation to recy-

cle 50% of the products developed). Non-compliance with these obligations can

lead to criminal sanctions. The company is recorded in the national register of

producers of batteries and accumulators. Blue Solutions’ compliance with its

obligations under the regulations applicable to batteries and accumulators is

likely to incur signifi cant operating expenses or capital expenditure on its part.

Certain products from Blue Applications (electronic cards in the batteries) and

Blue Solutions are subject to the regulations of Directive no. 2002/95/EC of the

European Parliament and the Council on January 27, 2003 relative to limiting the

use of certain hazardous substances in electrical and electronic equipment,

called the “RoHS I” directive, and Directive no. 2002/96/EC of the European

Parliament and the Council on January 27, 2003 relative to electrical and elec-

tronic equipment waste, called the “EEEW I” directive (being rewritten). In appli-

cation of these regulations, the manufacturers of electrical and electronic

equipment must limit certain hazardous substances in their products, including

lead, mercury, cadmium, hexavalent chromium, polybrominated biphenyls (PBB)

or polybrominated diphenyl ethers (PBDE), prepare technical documentation and

affi x a label on equipment that they manufacture. Concerning the waste of elec-

trical and electronic equipment, the producers of electrical and electronic

equipment are subject to obligations to take back, collect, process and recycle

such equipment.

As a manufacturer of articles that may contain chemical substances, Blue

Solutions is subject to Regulation no. 1907/2006 of the European Parliament and

the Council of December 18, 2006, called the “REACH” regulation, pertaining to

the registration, evaluation and authorization of chemical substances as well as

the restrictions applicable to such substances. In application of this regulation,

Blue Solutions has an obligation to register the chemical substances that it uses

and to inform its clients of the substances which the battery may contain that

are particularly hazardous.

The risks described above could have an adverse eff ect on the activities, fi nancial

position, earnings or outlook of Blue Solutions.

4.6.4. RISKS ASSOCIATED WITH THE INTERNATIONAL ACTIVITIES AND BUSINESS DEVELOPMENT OUTLOOK OF BLUE SOLUTIONS AND BLUE APPLICATIONS

Blue Solutions operates its activities in France and Canada, and Blue Applications

sells its products worldwide. Blue Solutions and Blue Applications also aim to

develop their activity internationally, in particular through car-sharing projects.

Blue Solutions and Blue Applications could thus face risks due to the interna-

tional nature of their activities and operations, such as:

• fl uctuations in exchange rates and currency devaluations;

• various tax regimes;

• the constraints and costs associated with the compliance with legal standards

and enforcement mechanisms for diff erent judgments;

• the constraints and restrictions associated with foreign capital expenditure,

transfers of capital, customs duties, taxes, export controls and other trade

barriers;

• the terms and times periods for recovery of client receivables; or

• economic and political instability.

The occurrence of one or more of these risks could have an adverse eff ect on the

activity, financial position, earnings and outlook of Blue Solutions and Blue

Applications.

4.6.5. RISKS ASSOCIATED WITH LEGAL AND TAX REGULATIONS

Blue Solutions has structured its commercial and fi nancial activities with respect

to its legal and tax obligations in the countries in which it operates.

The legal and tax rules in diff erent countries in which Blue Solutions operates

might not give clear or defi nitive guidance. Accordingly, the legal and tax regime

applied to Blue Solutions’ operations and to intra-group flows or those with

other Bolloré Group companies might be based on Blue Solutions’ reasoned

interpretations of the rules in force. Blue Solutions cannot guarantee that such

interpretations will not be called into question, which could have a material

adverse eff ect on its fi nancial situation or earnings.

4.6.6. RISKS ASSOCIATED WITH LEGAL PROCEEDINGS

The company was the subject of an audit for the period from January 1, 2012 to

December 31, 2014. The company has challenged all the tax assessments made

by the tax authorities. It has not yet received a response.

There are no other governmental, legal or arbitration proceedings (including any

proceedings of which Blue Solutions has knowledge or that may be pending or

threatened) likely to have, or in the course of the last twelve months to have had,

a signifi cant eff ect on the fi nancial position or profi tability of Blue Solutions.

Blue Solutions cannot, however, rule out the possibility that new disputes or

prelitigation may arise due to as yet unknown events or facts whose associated

risks cannot be determined or quantified at the date of this document. Such

proceedings could have an adverse eff ect on its fi nancial position or earnings.

4.7. FINANCIAL RISKS

4.7.1. CREDIT AND/OR COUNTERPARTY RISKS

At the date of this document, Blue Solutions derives 98.8% of its turnover with

Blue Applications (also controlled by the Bolloré Group); therefore, it does not

consider itself exposed to counterparty risk for the year ended December 31,

2016.

4.7.2. CURRENCY RISK

Blue Solutions’ turnover from battery sales is made in euros. The company

therefore considers that its turnover does not expose it in a signifi cant manner to

exchange rate risks.

Blue Solutions nonetheless conducts certain transactions in foreign currency:

intra-group battery purchases and most of Blue Solutions Canada’s production

costs are incurred in Canadian dollars. Certain components are purchased from

external suppliers in US dollars. The company nonetheless considers that foreign

currency has a limited overall impact on the Group’s operating income; it is thus

not specifi cally hedged.

The Group’s operating income is not signifi cantly exposed to currency risk. The

Group’s total net foreign exchange gains and losses related to operating fl ows in

foreign currencies amounted to –280 thousand euros for the year ended

December 31, 2016 and –591 thousand euros for the year ended December 31,

2015.

In 2016 and 2015, the fi nancing of Blue Solutions Canada was provided by Blue

Solutions in Canadian dollars. Unrealized foreign exchange gains and losses

resulting from the conversion of the short-term loan for its euro countervalue are

recognized as net fi nancial income at each year end. Total net currency impacts

amounted to 2,701 thousand euros and –2,309 thousand euros for the periods

ended December 31, 2016 and December 31, 2015.

30 BLUE SOLUTIONS

4. Risk factors

(in thousands of euros) At 12/31/2016 At 12/31/2015

Turnover (24) 15

Operating income 36 (53)

Financial income 385 369

Net income 421 315

Shareholders’ equity 699 346

Foreign currency risk is managed centrally at the Bolloré Group level in France

and the rest of Europe: each of the divisions having flows in currencies with

respect to external third parties (export/sales or import/purchases) of more than

150 thousand euros in the course of the year may take part therein. Blue

Solutions has subscribed to this approach and may occasionally conduct forward

purchases and sales of currencies based on its operating fl ows, although such

transactions are very short-term. At December 31, 2016, Blue Solutions had no

transactions of this type in progress.

4.7.3. LIQUIDITY RISK

The Blue Solutions Group has a cash management agreement with the Bolloré

Group that can, where necessary, cover its liquidity needs, with the understand-

ing that the Board of Directors of August 30, 2013 authorized Bolloré SA to

commit to maintaining the Group’s fi nancing by way of its cash management

agreement until June 30, 2016. On March 23, 2017, the Board of Directors decided

to work with the Board of Bolloré to examine the terms for continuing its sup-

port. At December 31, 2016, its net debt was 22.4 million euros (19.1 million

euros as at December 31, 2015). It includes –11.3 million euros under the cash

agreement with Bolloré SA (–15.2 million euros as at December 31, 2015) and

34.9 million euros under the return to better fortune clause with Bolloré SA

(35.8 million euros as at December 31, 2015).

Blue Solutions is committed to repaying an amount of 37.5 million euros to

Bolloré SA, an amount corresponding to the debt waived in 2009, by paying one

third of the company’s positive profi t before tax, capped at the amount of the net

profi t, until the debt has been paid off .

The debt recognized in the financial statements (34.9 million euros as at

December 31, 2016) corresponds to the present value of the commitment and is

estimated on the basis of the forecasts of future results available as of the dates

of drawing up the fi nancial statements for Blue Solutions. Interest expense for

the time that will have lapsed is recognized in the net cost of fi nancing, using an

eff ective interest rate equal to the lender’s average rate for fi nancing. However,

this interest does not create cash outfl ows.

The Group considers that the Bolloré Group has sufficient liquidity to ensure

fi nancing for the coming years. The fi nancial risks related to the Bolloré Group

are presented in this Group’s 2016 Registration document.

4.7.4. INTEREST RATE RISK

At December 31, 2016, the Group had net variable rate debt of 22.4 million euros,

versus 19.1 million euros at December 31, 2015. The cash management agree-

ment with Bolloré SA showed a net asset position of 11.3 million euros as at

December 31, 2016, versus 15.2 million euros as at December 31, 2015. This cash

agreement bears interest at the quarterly average EONIA rate +1.00% for

advances made by Bolloré SA and at the quarterly EONIA rate +0.50% for

advances made to Bolloré SA, it being noted that in both cases where the quar-

terly EONIA rate is negative it will be deemed to be 0%.

Interest expenses in respect of the debt relating to the return to better fortune

clause amounted to –0.7 million euros based on an interest rate of 2.01% as at

December 31, 2016 (–0.7 million euros based on an interest rate of 1.98% as at

December 31, 2015).

The sensitivity of the debt to a +1% change in the rate is as follows: annual

impact on fi nancing costs would be –0.3 million euros as at December 31, 2016,

compared with –0.2 million euros as at December 31, 2015.

Blue Solutions did not use financial derivatives to hedge rates as at

December 31, 2016 or December 31, 2015.

4.7.5. RISKS ASSOCIATED WITH SHARES AND OTHER FINANCIAL INSTRUMENTS

Blue Solutions has no shareholdings other than those held in Blue Solutions

Canada, Capacitor Sciences and Cirtem. Accordingly, it considers that it is not

subject to any risk on fl uctuation in share markets.

4.7.6. RAW MATERIALS RISK

The main raw materials are lithium salts, lithium, lithium iron phosphate and

polymers. The company considers that there is no raw materials risk in light of

the quantities available and the changes in prices; it has thus not conducted any

sensitivity analysis.

Given the share represented by each raw material and component in its operat-

ing expenses, Blue Solutions has not put in place any measures for this risk or

any hedging measures for said risk.

4.8. RISK MANAGEMENT, INSURANCE – COVERAGE

OF THE RISKS WHICH BLUE SOLUTIONS MAY

ENCOUNTER

The company has not developed risk management, insurance or risk coverage

procedures for the risks to which it is exposed. As a subsidiary of Bolloré SA, the

company and its subsidiaries are integrated in the procedures set up by

Bolloré SA. However, the company directly manages its operational risks.

The company’s risk analysis and management are integrated in the procedures

set up by Bolloré SA.

4.8.1. RISK MANAGEMENT

In 2008, the Bolloré Group mapped out the risks to which all of its activities are

exposed in order to:

• identify the major risks that could aff ect its divisions’ operations;

• implement/improve processes so as to reduce and/or eliminate the impact of

these risks;

• analyze the adequacy of the Bolloré Group’s insurance policy and its purchas-

ing of capacity and guarantees;

• consider the Bolloré Group’s options regarding the transferring of risks to the

insurance and reinsurance markets, and/or the use of self-insurance; and

• strengthen crisis management and emergency communication procedures.

The Bolloré Group decided to maintain this approach by setting up a soft ware

program to monitor and update the risks and plans of action intended to reduce

or prevent them.


4. Risk factors

Table of industrial and environmental risks and action taken

Risks identifi ed Action taken

Blue Solutions

Industrial risk, pollution of the

environment directly from the plants

Providing holding ponds and sealing off nearby rivers

Implementation of retention solutions for storage options and monitoring of oil removers for parking lots. Selective

sorting at source

Waste recycling (cardboard, plastic fi lms, wood, etc.) and treatment of hazardous waste (chemicals, solvents, etc.) by

specialist companies

Fencing in the waste area at the Odet site to prevent theft

Batteries and supercapacitors

Industrial risk, risk of fi re in the plants Separating risks by fi re-guard partitioning Automatic sprinkler or gas extinguishing

Product fl ammability tests

Replacing old fi refi ghting equipment at the Odet site. The three Bolloré and Blue Solutions sites are now classifi ed

as good or very good by insurers

Industrial risk, pollution of the

environment directly from the plants

Installation of fi lters in accordance with Atex instructions

Treating discharges into the atmosphere by catalytic oxidation with very high effi ciency since 2014

High-voltage transformer

Fire risk or risk of operating loss due

to mechanical breakdown

Fire and gas detectors

Back-up installations

Oil retention

Successful transformer switching test in 2015 and 2016

Batteries for electric vehicles

Safety risks associated with use

of the products

Safety tests for misuse

Partnerships with fi re fi ghters

Partnerships for recycling

First test conducted in connection with the bus application with several packs

Batteries for stationary applications

Safety risks associated with use

of the products

Modeling the eff ects of fi re in the event of major accident

Demonstrator commissioned in 2015 for operation starting on January 1, 2016 with leveled use during peak

consumption and consumption reduction modeling

Life cycle assessment of various applications

Life cycle assessment conducted on Bluebus and Bluetram (6-meter model) in car-sharing vehicles and stationary

applications

Electric bus

Fire risk Modeling of bus fi re in collaboration with CNPP and RATP

Charging of buses outside or in a building with automatic sprinklers

4.8.2. INSURANCE

The Bolloré Group’s insurance policy is primarily aimed at enabling the activities

of its various companies to continue in the event of any incident and is based on:

• internal prevention and protection procedures; and

• the transfer of risks to the insurance and reinsurance market through interna-

tional insurance programs regardless of the branch(es) of activity and/or the

geographical area(s).

Blue Solutions has insurance cover for its activities, provided by the Bolloré

Group policies, in particular:

• Blue Solutions is covered everywhere that it exercises its activities for the con-

sequences of incidents that may aff ect its industrial and storage structures;

• the Bolloré Group’s industrial activities sites, as well as the storage/warehous-

ing sites, are covered by property insurance for the estimated amount of the

values of the insured goods. The Bolloré Group’s industrial companies have

“operating loss” cover for 100% of the gross annual margin.

Blue Solutions is also covered for civil liability for operating risks, its risks aft er

delivery and its risks associated with service and advisory activities. Thus, Blue

Solutions has civil liability coverage for 200 million euros per year for adverse

consequences, whether bodily, material or immaterial, that the use and/or pro-

duction of batteries could cause third parties.

This insurance cover meets the requirements of the European directives on

defective products. In addition, under its civil liability insurance, Blue Solutions

has “recall” cover of 3 million euros in the event that use of the batteries result-

ing from their design is deemed to be the cause of physical damage to third

parties, requiring their immediate withdrawal from the market. However, studies

and/or responses intended to eliminate the causes of the defective product, as

well as the value of the defective batteries, are not covered by these guarantees.

Blue Solutions is not insured for adverse consequences resulting from a lack of

suppliers associated with the disappearance of raw materials or components

used in the manufacture of the batteries.

Blue Solutions also has an insurance policy covering the environmental hazards

to which it is exposed.

Since late 2014, the Group has also had coverage against the consequences of

risks related to the Group’s information systems.

The insurance programs described above are underwritten with fi rst rate interna-

tional insurers and reinsurers, and the cover limits in force are consistent with

those available on the market and adequate to cover the Bolloré Group’s expo-

sure to risks.

32 BLUE SOLUTIONS

5. Information about the issuer


5.1. HISTORY AND DEVELOPMENT OF THE COMPANY

5.1.1. COMPANY NAME

The name of the company is “Blue Solutions”.

5.1.2. PLACE OF REGISTRATION AND REGISTRATION NUMBER

The company is recorded in the Quimper Register of Commerce and Companies

under number 421 090 051.

5.1.3. DATE OF INCORPORATION AND DURATION OF THE ISSUER

The company was formed on December 11, 1998 in the form of a corporation

(société anonyme) for a term of ninety-seven years, or until December 31, 2095,

except in the case of extension or early dissolution.

5.1.4. REGISTERED OFFICE, BRANCHES, LEGAL FORM AND APPLICABLE LEGISLATION

The company’s registered offi ce is located at Odet – 29500 Ergué-Gabéric, France.

The company does not have any branches.

The company is a public limited company (société anonyme) incorporated under

French law with a Board of Directors, governed by the laws and regulations in

force in France, as well as by its articles of association.

5.1.5. FISCAL YEAR

The corporate fi scal year begins on January 1 and ends on December 31 of each

year.

5.2. CAPITAL EXPENDITURE

5.2.1. MAIN CAPITAL EXPENDITURE MADE BY BLUE SOLUTIONS IN THE YEARS ENDED DECEMBER 31, 2015 AND 2016

The table below shows the net capital expenditure made by Blue Solutions dur-

ing the 2015 and 2016 fi scal years.

Net capital expenditures(in thousands of euros) 2015 2016

Tangible assets 15,066 15,649

Intangible assets 898 185

Securities and other non-current fi nancial assets 99 7,741

TOTAL 16,063 23,575

5.2.1.1. Industrial capital expenditure

Industrial capital expenditure amounted to –15.8 million euros in 2016 and

–16.0 million euros in 2015. This capital expenditure was primarily tied to

increasing the battery production capacity of the factories.

5.2.1.2. Financial capital expenditure

In 2016, the 7.7 million euro investment provided 7.6 million euros for the

acquisition of an American start up in September 2016 (Capacitor Sciences

Incorporated). This company specializes in studying and researching new mole-

cules for storing electricity with a view to substantially improving the perfor-

mance of LMP® batteries (density, cyclability and charge speed).

With respect to capital expenditure for the fi scal year, earn out liabilities recorded

in Blue Solutions’ consolidated fi nancial statements amounted to 15.8 million US

dollars at December 31, 2016 (see note 4 in the notes to the consolidated fi nan-

cial statements).

5.2.2. MAIN CURRENT AND PLANNED CAPITAL EXPENDITURE

5.2.2.1. Main current capital expenditure

In 2017, Blue Solutions will continue increasing the production capacity of its

factories to achieve a production capacity of 12,500 LMP® batteries by the end of

June 2017.

5.2.2.2. Main planned capital expenditure

None.


6. Business overview


6.1. OVERVIEW

Blue Solutions produces and sells electric batteries and innovative supercapaci-

tors using clean technology.

These batteries and supercapacitors are manufactured by Blue Solutions at pro-

duction plants in France and Canada and are used for mobile and stationary

energy storage applications. These applications are developed and sold through

Blue Applications, a group of companies of the Bolloré Group, for which Blue

Solutions holds seven sale option agreements. Blue Solutions earns 98.8% of its

turnover from Blue Applications companies (Bluecar, Bluebus, Bluestorage and

Bluetram) and the remainder from selling supercapacitors to non-Group clients

such as Bombardier and Alstom.

The technology currently developed by Blue Solutions off ers a solution to two

major environmental challenges: the development of clean transportation and

smart energy management, in particular through better integration of renewable

energies.

6.1.1. BATTERY AND SUPERCAPACITOR PRODUCTION (BLUE SOLUTIONS)

Batteries

Using existing skills in electricity storage with fi lms for capacitors, Blue Solutions

was created to design and develop a lithium metal polymer battery (LMP®) as

well as high-performance supercapacitors. LMP® batteries provide exceptionally

high energy density (measured in Wh/kg) and specifi c power density (measured

in W/kg) with great reliability in use, as shown by the experience of Autolib’

which, since its launch, has accumulated almost 173 million kilometers driven

and more than 18.6 million uses with no significant incident related to the

battery.

Blue Solutions believes that the LMP® battery design makes it more reliable than

other battery technologies. It is unaffected by weather and is therefore more

reliable in use. Also, as it is wholly composed of non-polluting materials, it poses

little danger to the environment. At end of life, all components will be recycled.

Currently, LMP® batteries are mainly used in embedded technology applications.

With a minimum capacity of 30 kWh the batteries enable electric vehicles such as

the Bluecar® to reach a top speed of 130 km/h and drive for 250 km without

recharging under normal city driving conditions. Bluecar® and Bluebus and

E-Mehari vehicles are therefore fi tted with LMP® batteries.

The company estimates that under normal use the LMP® battery has a service life

exceeding 3,000 cycles.

As well as onboard applications, the Blue Solutions R&D teams have also pursued

the development of specifi c batteries for stationary applications. These batteries,

connected to the electricity grid, can store energy and smooth out peaks and

troughs in the electricity distribution network, reducing the risks of brownouts

and making it easier to manage times of peak demand. They can also store elec-

tricity when the price of power is low for use when its price rises. These batteries

can be connected to renewable energy sources (solar, wind) helping to mitigate

the intermittent supply that is a constraint to their wider use by the grid. Finally,

they can be installed in autonomous systems for electricity generation and

management, supplying energy to off -grid customers.

Blue Solutions already has two plants in Brittany and Canada and is investing to

expand battery production capacity. At the end of 2016, Blue Solutions had a

production capacity of 500 MWh.

In September 2016, Blue Solutions acquired, through its Canadian subsidiary, the

American start-up Capacitor Sciences Incorporated to reinforce its research and

development program on energy storage solutions. This acquisition will enable

Blue Solutions to introduce the innovations developed by Capacitor Sciences

Incorporated into the design and industrialization of its batteries and superca-

pacitors in order to signifi cantly improve performance (density, cyclability and

charge speed).

Supercapacitors

Blue Solutions has also developed another type of energy-storage component,

the supercapacitor, which is used primarily in the area of clean transportation,

such as hybrid vehicles and electric buses and tramways. Supercapacitors absorb

and release signifi cant amounts of power over very short periods. Current devel-

opment is concentrated on public transport applications, particularly tramways.

Tramways powered by supercapacitors can dispense with power lines, recharging

at each stop, which makes it possible to run lines without heavy infrastructure

(no rails or power lines), reducing the investment cost for public authorities. In

addition, when used in conjunction with an internal combustion engine, super-

capacitors can cut fuel consumption and atmospheric pollution by up to 20%

compared with a traditional engine (source: company). Blue Solutions manufac-

tures these supercapacitors in a plant in Brittany with a maximum capacity of

one million units a year.

Blue Solutions’ turnover was 109.3 million euros, a 10% decrease on the previous

year.

6.1.2. MOBILE AND STATIONARY SOLUTIONS (BLUE APPLICATIONS)

The technology developed by Blue Solutions covers many applications at more or

less advanced stages of development. Blue Applications off ers both service (car

rental, transport) and product solutions. These applications can also draw on the

expertise of IER and Polyconseil. For a fuller description of these activities, see

section 6.3 of this document.

The Blue Applications companies described below were all wholly owned by the

Bolloré Group at December 31, 2016, either directly or indirectly via controlled

companies.

Electric vehicles and car-sharing

BluecarAt the end of 2016, the Bluecar trademark (Bluecar®, the city car, Blueutility, the

utility vehicle, and Bluesummer, the cabriolet) had delivered more than

6,387 electric vehicles in France, the fi rst mass market electric vehicle in France

designed from inception for electric propulsion.

The three-door, four-seater boasts Pininfarina’s renowned design expertise and

Blue Solutions’ LMP® battery off ers high-level performance with a top speed of

130 km/h and a 250 km range under normal city driving conditions.

In 2016, as a continuation of the partnership signed on June 17, 2015 between

the PSA and Bolloré Groups, the production of the Bluesummer stopped to make

way for the E-Mehari, a Citroën electric car with LMP® batteries. The E-Mehari has

been produced and marketed since the second half of 2016.

Autolib’The Bolloré Group was selected in December 2010 by the mixed syndicate repre-

senting the City of Paris and 100 municipalities in the Paris region to develop the

Autolib’ clean car-sharing system with fl exible drop-off (cars can be returned to

any recharging station). Autolib’ was offi cially launched on December 5, 2011,

with 250 vehicles and 250 stations. By June 30, 2012, it had been ramped up to

1,740 Bluecar® vehicles and 600 stations with 3,700 charging terminals in the

Paris region, in line with targets for the development plan set out in the public

service delegation agreement. At December 31, 2016, Autolib’ had almost

135,000 annual “premium” and “ready to drive” subscribers, 6,200 charging ter-

minals and 3,957 cars.

BluecarsharingBluecarsharing is the company that manages all the other car-sharing systems.

Services modeled on Autolib’ were launched three years ago in Lyon (Bluely) and

Bordeaux (Bluecub). A car-sharing service was also launched in Indianapolis in

the United States in September 2015, in Turin in Italy (Bluetorino) in

October 2016 and new services will be launched in 2017 in Singapore, London

and Los Angeles.

Blue Alliance is 51% owned by Bluecarsharing, 25% by Renault and 24% by

Automobiles Citroën.

34 BLUE SOLUTIONS


It holds 100% of the Bluecub company and 95% of the Bluely company.

In 2016, the electric vehicles and car-sharing group of companies comprising

Bluecar, Autolib’, Bluecarsharing and their subsidiaries had a combined turnover

of 74.2 million euros and a net operating loss of 122.9 million euros (unaudited

data consolidated on an IFRS basis).

BluebusBluebus manufactures and markets fully electric 6-meter and 12-meter buses,

city and suburban people carriers, with a 120 km range for the 6-meter Bluebus

and 180 km to 250 km for the 12-meter Bluebus that use the LMP® batteries

made by Blue Solutions. At December 31, 2016, a total of 147 Bluebus vehicles

had been sold.

In 2016, Bluebus and Bluestation had a combined turnover of 21 million euros

and a net operating loss of –31.6 million euros (unaudited data consolidated on

an IFRS basis). Bluebus turnover consists mainly of sales of Bluebus vehicles and

replacement parts, full service maintenance and leasing of vehicles and batteries.

That of Bluestation consists of private passenger transport activities (for example

the Louis Vuitton Foundation shuttle).

BlueboatBlue Applications is also developing electric boats via Blueboat (prototype near-

ing completion at time of writing). This company did not pursue any commercial

activities in 2016.

BluetramBlue Applications is also developing electric trams via Bluetram.

In 2016, Bluetram had a turnover of 0.3 million euros and a net operating loss of

6.2 million euros.

The first Bluetram was inaugurated on the Champs-Élysées in Paris at the

beginning of December 2015 for the Paris Climate Conference (COP21). It was

operated for the rest of the winter, transporting visitors on six buses, free of

charge, between the Arc de Triomphe and Place de la Concorde.

A project which aims to implant the Bluetram in Singapore is also being studied.

Stationary applications

Blue Applications has developed energy storage solutions for stationary applica-

tions via Bluestorage to sell stationary battery storage solutions for individuals to

mitigate brownouts and take advantage of cheaper tariff s and shelters to man-

age the intermittence of renewable energy sources.

In 2016, the stationary applications group of companies comprising Bluestorage,

Bluesun and BlueElec had a combined turnover of 1.9 million euros and a net

operating loss of –7.5 million euros (unaudited data consolidated on an IFRS

basis).

Dedicated terminals and systems (IER)

IER designs and markets solutions in the fi elds of fl ow management for people

and goods, self-service and access control.

IER is a world leader in the design, manufacture and marketing of ticketing con-

trol terminals and readers for major air, rail and sea transport networks. IER

designs, develops and integrates identifi cation, traceability and mobility solu-

tions for use by logistics, industrial and transport operators (bar code, RFID, voice,

Wi-Fi and GPRS technologies). Building on its experience in the field, IER has

developed terminals, self-service terminals, identifi cation and geolocation sys-

tems as well as the charging infrastructure for the car-sharing schemes operated

by Autolib’ and Bluecarsharing. IER thus plays a key role in this business.

IER is also active in access control via its subsidiary Automatic Systems.

Through its subsidiary BluePointLondon, IER deploys a network of charging ter-

minals for electric vehicles in London.

In 2016, IER and its subsidiaries had a turnover of 155.6 million euros and a net

operating loss of –3.3 million euros. These data are taken from the IER Group’s

unaudited consolidated fi nancial statements prepared under IFRS. To support

the deployment of electricity storage solutions (mainly Bluecar® charging termi-

nals and onboard soft ware), IER spends 8% of its turnover on technology devel-

opment and innovation.

Polyconseil

Polyconseil offers end-to-end IT solutions ranging from strategic planning

(opportunity, feasibility, defi nition and strategy studies) to operations and results

monitoring, including project steering and implementation.

Polyconseil is active in four main areas: Smart Cities, telecoms, media and

emerging markets.

Polyconseil develops soft ware used in car-sharing services for Blue Solutions and

third-party operators.

In 2016, Polyconseil had a turnover of 26.7 million euros and a net operating

income of 6 million euros. This data comes from the company’s separate fi nan-

cial statements prepared under French GAAP.

6.1.3. RELATIONSHIP BETWEEN BLUE SOLUTIONS AND BLUE APPLICATIONS

Blue Solutions and Blue Applications are linked via equity, in that both are con-

trolled by the Bolloré Group, and sales, in that all LMP® batteries produced by

Blue Solutions are sold to Blue Applications entities (supercapacitors are sold to

clients outside Blue Applications). LMP® batteries are sold to Bluecar under a

long-term supply contract at a price initially fi xed at 38,000 euros excluding VAT,

indexed from January 1, 2018 to a formula that reduces prices in proportion to

order volumes.

However, at the date of this document, Blue Solutions and the companies that

make up Blue Applications are not at similar stages of development: while Blue

Solutions has developed mature technologies which are currently marketed to

some of the Blue Applications companies (particularly Bluecar, Bluebus and

Autolib’), the activities of other companies within Blue Applications (particularly

Blueboat, Bluetram and Bluestorage) are still in the development phase (proto-

types and tests). At the date of this document, these companies require major

investment and are making short-term operating losses which the Bolloré Group

plans to cover until June 30, 2016. Ultimately, Blue Solutions wants to manage

the whole of its value chain (from manufacturing technology to selling innovative

solutions that incorporate it) and to this end has signed seven sale option

agreements giving it, at the date of this document, options to buy all Blue

Applications companies from the Bolloré Group between September 1, 2016 and

June 30, 2018.

At its meeting on March 23, 2017, the Board of Directors of Blue Solutions, on the

proposal of the Chief Executive Officer and based on the expert valuations,

unanimously decided not to exercise the purchase options concerning Blue

Applications until they expire, i.e. June 30, 2018, since it still requires very sub-

stantial investment and it prefers to concentrate the eff orts of Blue Solutions on

improving its technology.

The Board also decided that it will need to work with the Bolloré company to

start negotiations with the following objectives:

• put in place a new option exercise window;

• agree a new contract to provide Blue Solutions with fi nancing from Bolloré, the

previous commitment having ended in June 2016;

• review the terms and conditions of the battery supply contract between Blue

Solutions and Bluecar as provided for in the contract.

The result of these negotiations will be published in a press release from Blue

Solutions and Bolloré.



At December 31, 2016, the corporate scope of Blue Solutions and Blue Applications was as follows:

Blue Solutions

Blue Solutions Canada

17.8% 71.2%

Capacitor Sciences Inc.

BolloréBolloré

Participations

one single agreement

Scope of agreements

100% (at the initial public offering)

7 sales options agreements concerning Blue Applications

IER Polyconseil Bluecar Bluecarsharing Autolib’ Bluebus Blueboat Bluetram Bluestorage

Blue Applicationsscope

The LMP® technology developed by Blue Solutions fi nds natural applications in the businesses operated by Blue Applications.

6.1.4. COMPETITIVE ADVANTAGES AND STRATEGY

Blue Solutions has several competitive advantages arising from the technologies

that it has developed and its positioning in partnership with Blue Applications:

• recognized experience as an energy storage specialist: the Bolloré Group has

fi ft y years’ experience in the energy storage business, and Blue Solutions, sup-

ported by Blue Applications, has positioned itself as a key player in energy

storage solutions with the Autolib’, Bluecar, Bluebus and Bluestorage services;

• a unique technology: Blue Solutions owns intellectual property rights that

allow it to manufacture and market batteries based on LMP® technology,

researched and developed over many years;

• a complex, well established and patent-protected industrial process that

can be rapidly deployed: the manufacturing process is supported by the

Bolloré Group’s long-established know-how which can deliver rapid and com-

petitively priced industrial roll-out guaranteeing uniform performance by all its

products;

• environmentally friendly battery design: the LMP® battery contains no sol-

vents, making it safe to manufacture, use and recycle. Its raw materials are

readily available from natural resources;

• battery design that combines performance and reliability: Blue Solutions

believes that the performance of the LMP® battery gives it intrinsic competitive

advantages;

• a leading shareholder that supports long-term investment: the Bolloré

Group is a diversifi ed group used to managing complex projects that require

sustained investment over the long term;

• diff erentiating positioning, which is expected to give it leadership in some

of its markets: Blue Solutions, supported by Blue Applications, already enjoys

leading positions in some markets. Its approach as a solutions provider means

that, according to its estimates, it operates the biggest fl exible drop-off net-

work for car-sharing in the world, benefi ting from its control of the whole value

chain. Its strategy is to replicate this positioning for all mobile and stationary

applications;

• strong visibility and potential global distribution: the Autolib’ car-sharing

service in Paris has given Blue Solutions and Blue Applications a global show-

case, making their solutions well-known worldwide almost overnight.

Developing car-sharing solutions for other cities such as Lyon, Bordeaux, Turin

and Indianapolis will further enhance this visibility;

• an industrial partnership strategy that allows Blue Solutions and Blue

Applications to quickly take key positions;

• strong synergies with other Bolloré Group divisions: Blue Solutions plans to

leverage, for its own development, the leading position of the Bolloré Group in

what are currently the world’s fastest growing regions: Africa and Asia.

Its competitive advantages mean that Blue Solutions is uniquely placed to act as

integrator. It can use this to provide innovative solutions and ultimately become

a major operator in mobile and stationary solutions, off ering services that will

earn recurrent revenue through its positioning in high-growth markets.

In mobility, Blue Solutions estimates that the commercial and technological

success of Autolib’ has established Blue Solutions, supported by Blue

Applications, as the global leader in large-scale fl exible drop-off sharing of elec-

tric vehicles, allowing it to duplicate this established model in cities across the

globe. These projects also help extend its know-how in electric vehicles for indi-

viduals and public authorities as well as in electric buses and tramways, and

eventually boat and ferry solutions. Finally, Blue Solutions is also focusing on

developing mobility solutions based on supercapacitors, working on light tram-

ways that use this technology.

In stationary applications, Blue Solutions and Blue Applications are looking to

apply their technologies to new high-potential opportunities in network security,

integration of renewable energy sources and off -grid energy access which need

smart energy management solutions. The Bolloré Group’s global presence, par-

ticularly in Africa, is expected to allow rapid development of stationary

solutions.

36 BLUE SOLUTIONS


6.2. BLUE SOLUTIONS’ BUSINESS ACTIVITIES

6.2.1. INTRODUCTION

Blue Solutions produces batteries and supercapacitors that are used in mobile

and stationary energy storage systems.

Blue Solutions also has sale option agreements on the shares comprising the

capital of the entities of Blue Applications whose activities constitute the natural

outlets for the technology that it develops, supported in particular by the compa-

nies of the IER group and Polyconseil, and which focus on the following two

areas:

• mobility (car-sharing, electric cars and buses, tramways with no rails or over-

head power lines);

• stationary.

Blue Applications aims to deploy mobile applications (already operational as

evidenced by the Bluecar® vehicles in circulation) and stationary applications

(under development/test in several areas).

6.2.2. TECHNOLOGY DEVELOPED BY BLUE SOLUTIONS

6.2.2.1. Batteries

Considered one of the worldwide leaders in the production of polypropylene

fi lms for condensers, and relying on the knowledge acquired in the energy stor-

age and extrusion of polymer, the Bolloré Group created Blue Solutions to

develop a completely solid battery based on lithium metal polymer (LMP®)

technology.

OverviewThe batteries are independent sources of electrical power that convert chemical

energy into electrical energy through a chemical reaction when the battery is

discharged.

The basic components of a battery are the positive electrode (cathode), the neg-

ative electrode (anode), and the electrolyte (the conductor through which the

electrical current circulates).

Rechargeable batteries are sources of electrical power that can be used (meaning

charged and discharged) many times. A cycle is one complete charging phase and

one complete discharging phase. The maximum number of cycles varies based

on the technology used as well as the conditions of use and constitutes an

important competitive factor. The main technology used by Blue Solutions is

based on metal lithium, polymer and iron phosphate.

LMP® technologyBased on the know-how acquired in the manufacture by extrusion of ultra-thin

fi lms over twenty years ago, the Bolloré Group initiated a basic research program,

then a development program on a new battery technology, the lithium metal

polymer (LMP®) technology. Lithium is the lightest known metal and has a very

high electrochemical potential. It has all the attributes of a prime electrode

material. Unlike LMP® batteries, the lithium batteries found in consumer elec-

tronic devices today do not use lithium in metal form, but as lithium ions

inserted into another material, which decreases the energy density (Wh/kg).

Blue Solutions, with the development of the LMP® battery, the fruit of many years

of research and development, aims to show that it is possible to use the charac-

teristics of metal lithium while balancing safety, lifetime and cost.

The LMP® battery contains no toxic liquids or heavy metals. It is completely

recyclable.

The components of the LMP® battery are completely solid, including the electro-

lyte, unlike other technologies. The thin films that constitute the anode, the

electrolyte and the cathode are produced by extrusion. These films are next

assembled and connected to form a battery.

Completely solid battery without solvent

Li+

Li+

Li+Li+

Cathode: compoundof iron phosphate,

carbon and polymer

Electrolyte:polyoxyethylene

(POE) andlithium salts

Anode:lithium film

Current collector:metallic film

The elementary electrochemical cell of the LMP® battery is based on the use of

four components. This completely solid elementary cell is made up of two

reversible functioning electrodes: the anode provides the supply of lithium ions

upon discharge and the cathode acts as a receptacle where the lithium ions are

interspersed. The two electrodes are separated by a solid polymer electrolyte, a

conductor of lithium ions. The conductivity of the ions is provided by the dissolu-

tion of lithium salts in polyoxyethylene. To obtain optimum conductivity, the

temperature of this polymer must be maintained between 70°C and 80°C.

The anode is a fi ne fi lm of metal lithium obtained by extrusion. The cathode is a

composite material obtained from a mixture of lithium iron phosphate, polymer

and carbon. It is placed on a current collector that provides the electrical connec-

tion. The electrolyte is a fi lm obtained by extrusion from a polymer (polyoxyeth-

ylene) and lithium salts.

● The cell

The elementary cell (the element) of the LMP® technology is produced by

assembling ultra-thin fi lms: each fi lm is a few dozen microns thick and its width

can vary by several centimeters. These fi lms are stacked to obtain a prismatic

design of high-capacity elements (75 Ah).

The thicknesses of these fi lms can be modifi ed according to the characteristics

of the applications. Thus, assembling thick fi lms makes it possible to obtain a

high energy type confi guration, whereas an element obtained from thinner fi lms

is characterized by its power performance.

The fl exibility of this design based on the assembly of fi ne fi lms is remarkable:

elements of diff erent thicknesses, widths and lengths can be produced with the

same production tool.

● The module

The applications which use industrial batteries have very different storage

requirements in terms of electricity (capacity, voltage, type of discharge) and

mechanics (geometry, volume). The module was therefore designed to be

fl exible.

Its construction is based on the connection of cells in series. The cells, connected

in series and then inserted in a specifi c “packaging”, give the module its voltage

and capacity. The cell’s high capacity makes it possible to limit the number of

connections, which improves its reliability.

Thus, without changing the industrial tool, modules with diff erent sizes, shapes

and electrical characteristics can easily be produced.



● The pack

The pack is an assembly of several series modules whose capacity and voltage

meet the specifi c needs of an application.

For the Bluecar® vehicle, the 35-kWh pack corresponds to a series of six 5.8 kWh

modules operated by an electronic Battery Management System and integrated

in a casing within the vehicle structure.

This unique technology is protected by Blue Solutions know-how and by many

innovations patented by Blue Solutions and covering the fundamental principles

of the design, materials, implementation and industrialization. It was initially

designed for the Bolloré Group’s research teams, starting in the beginning of the

1990s. It has been developed by a team that today includes more than

170 researchers, engineers and technicians working within the company, a sub-

sidiary of the Bolloré Group, operating since 2001 and equipped with advanced

research and development equipment. In 2007, the company’s teams were

joined by Avestor, a Canadian subsidiary of Hydro-Québec and Anadarko, whose

assets were purchased by Bathium (now Blue Solutions Canada), which was the

only company in the world working on the same fundamental principles.

The main advantages of these technologies are the following:

• signifi cant energy density;

• greater reliability in use than liquid electrolyte batteries due to a much more

stable temperature, thus avoiding the risk of overheating;

• a controlled, continuous, high-yield industrial process and easy recycling since

there are no toxic components.

Main characteristics

Completely solid battery

Volume (i) 300

Mass (kg) 300

Electric characteristics

Energy 35 kWh

Peak power 45 kW (30 s)

Nominal voltage 410 V

Min/max battery voltage 300/450 V

Capacity at C/4 75 Ah

Energy density 100 Wh/kg

Volume density 100 Wh/l

Maximum intensity 140 A

Thermal characteristics

Internal temperature +60 °C/+80 °C

Operating temperature from –20 °C to +160 °C

● Characteristics

The purpose of the fi rst product developed was to demonstrate the possibilities

of the LMP® technology. It was designed to meet the needs of electric vehicles, in

particular.

This pack is composed of six modules, each composed of 20 cells connected in

series, and is equipped with an electronic system that provides the thermal

management (operating the internal temperature) as well as the electric func-

tioning. The main information on the safety (alarm management) and charge

status (managing the discharge and recharge) are operated and can be commu-

nicated to the application.

With specific energy density and higher volumes, 100 Wh/kg and 100 Wh/l

respectively, this completely autonomous pack off ers remarkably light and com-

pact performance.

● Temperature

The LMP® battery is a completely solid battery that currently operates optimally

at around 70°C to ensure the best conduction of ions between the electrodes.

The LMP® battery must therefore be maintained at its operating temperature

either by using part of the energy that it stores (resulting in the progressive dis-

charge of the battery if there is no external power supply source) or through an

external power supply (for example, remaining connected to a recharging termi-

nal in the case of Bluecar® vehicles). Blue Solutions estimates that it can lower

this operating temperature to 60°C for onboard applications and 50°C for sta-

tionary applications. Moreover, Blue Solutions is working on optimizing the

insulation of the battery.

● Capacitor Sciences Incorporated

In September 2016, Blue Solutions acquired, through its Canadian subsidiary, the

American start-up Capacitor Sciences Incorporated to reinforce its research and

development program on energy storage solutions. This acquisition will enable

Blue Solutions to introduce the innovations developed by Capacitor Sciences

Incorporated into the design and industrialization of its batteries and superca-

pacitors in order to signifi cantly improve performance (density, cyclability and

charge speed).

● LMP® battery life

The company estimates that under normal use the LMP® battery has a service life

exceeding 3,000 cycles.

Aft er losing 20% of its power or energy from a fi rst use for mobile applications,

the LMP® battery is re-used for stationary applications which have lower power

requirements.

With a double objective, both environmental and economic, the products we

produce are designed with recycling in mind. Through a research and develop-

ment program partly supported by the European Community, a recycling process

was researched that allows a high proportion of the metallic lithium, iron phos-

phates and lithium salts to be recovered. This recycling process involves disman-

tling the battery in order to recover the re-usable packaging as well as the

electronic components. The electro-chemical compounds are then recycled to

recover the metals (aluminum, copper and lithium). A portion of the recycling

output is also recovered in the form of thermal energy. All battery owners are

required to recycle 90% of the batteries used in mobile applications and 50% of

the batteries used in stationary applications.

6.2.2.2. Supercapacitors

In parallel to LMP® batteries, Blue Solutions has developed a type of electrical

energy storage component called “supercapacitors”. Blue Solutions is one of the

few manufacturers of these in the world.

Presentation and characteristicsSupercapacitors are characterized by very-high power density and low energy,

very-short charge and discharge times, and the ability to cycle several million

times without deteriorating. Supercapacitors are of interest for many markets as

a replacement for existing solutions (batteries, fl ywheels) or for the development

of new products and applications.

These components are characterized by the ability to absorb and restore high

quantities of electrical power within a very short time. They can be charged or

discharged within less than a second to a few dozen seconds, and this cycle can

be reproduced millions of times. Thanks to these characteristics, supercapacitors

are the ideal component to recover braking energy and to restore it during

acceleration. The result is more vigorous acceleration and, in particular, improved

autonomy of the vehicle since the braking energy is not lost. In addition, the pack

of supercapacitors fi lters strong power demands and thus increases the lifetime

of the battery.

The principle of supercapacitors is based on the creation of a double elec-

tro-chemical layer by the accumulation of electrical charges on the interface

between an ionic solution (electrolyte) and an electronic conductor (electrode).

Unlike batteries, there is no oxidation-reduction reaction.

The interface between the charges plays a dielectric role. The electrode contains

very-high specific surface area activated carbon. The combination of a high-

ly-conductive surface and a very-low dielectric thickness makes it possible to

achieve extremely-high capacity values compared to traditional condensers. The

electrolyte limits the voltage of the elements to several volts.

38 BLUE SOLUTIONS


Ionic electrolyteconductor

Currentcollector

Electrode

Separator

Electrolyte

Electronic activecarbon conductor

The manufacturing processes for the items include:

• the production of electrodes;

• the winding of electrode fi lms and separators;

• the assembly of elements from very-low contact resistance input/output

design in a controlled environment;

• the fi lling of the electrolyte.

The main advantages of this technology are:

• a specifi c power that is signifi cantly higher than battery technologies;

• a lifetime of several million charge/discharge cycles;

• the energy performance’s low sensitivity to temperature and current

variations;

• a very high energy yield;

• a very simple charge status control;

• no charging profi le constraints.

This innovative technology is positioned between condensers and batteries.

Life of supercapacitorsSupercapacitors have the ability to cycle (discharged up to 100%) several million

times without deteriorating. Only the metals composing the supercapacitors are

recovered for recycling. All owners of supercapacitors are required to recycle 50%

of the supercapacitors that they produce.

6.2.2.3. Products developed by Cirtem

Blue Solutions holds 33.74% of the share capital of Cirtem, a power-electronics

specialist which developed variable speed drives, for use in the Bluecar® power-

train, and the converters used in stationary energy storage solutions, both for

Blue Solutions.

6.2.3. PRODUCTION SITES AND THE INDUSTRIAL PROCESS

The production sites

The LMP® battery was successfully developed on the Pen-Carn site, built in 2001

in Ergué-Gabéric, the original site of Blue Solutions, near Quimper. In 2009, once

the viability of the industrial process technology and performance of the LMP®

battery had been demonstrated, two production units (master unit and produc-

tion building) were installed, making it possible to progress to the industrial

stage. This site has an annual production capacity of 300 MWh. In addition, a

supercapacitor production factory, with a potential capacity of 1 million units,

was set up on the Brittany site of Odet, also located in Ergué-Gabéric.

The Blue Solutions Canada factory, located in Boucherville, close to Montreal, was

integrated following the buyout of Avestor’s assets in 2007 and modifi ed for the

manufacture of products for the electric vehicle market. It was inaugurated on

October 27, 2009. This made it possible to increase and secure Blue Solutions’

LMP® battery production capacity; it also has an annual capacity of 200 MWh.

These two sites are each composed of a research and development and proto-

typing center, as well as a battery-pack production unit.

Industrialization

As the semiconductor industry requires an environment where the level of

impurities contained in the air is reduced to the strict minimum (clean room),

the manufacture of batteries requires an environment with very low dew points

(dry room). The materials implemented in this new technology interact with the

water contained in the air and result in undesired chemical reactions that can

damage the proper performance of the batteries. The level of humidity must

therefore be controlled and maintained at an extremely low level.

The factory recently built in Quimper takes this constraint into consideration,

having a production area specially equipped with dry rooms. It also provides the

premises and equipment necessary for the different tests that must be con-

ducted on the products manufactured.

Among the diff erent industrial solutions that can be used to produce ultra-thin

films, Blue Solutions has selected the extrusion manufacturing process, thus

building on the expertise of the Bolloré Group.

This production method presents several signifi cant advantages. First of all, it is

a clean process that does not require the use of pollutants, thus protecting

operators and the environment. The controlled implementation allows high

reproducibility in the quality of the films produced, despite the complexity

associated with the dimensions considered (several microns). Finally, it is a

competitive industrial solution since it makes it possible to attain high produc-

tion yields.

From the fi rst reliability studies, the automation of production was taken into

account. The main equipment was designed by Blue Solutions. Several of them

turned out to be innovative solutions and were thus patented by Blue Solutions.

The main materials used in the industrialization of the LMP® technology are not

rare: lithium is abundant in the earth’s crust as well as in seawater and the iron

phosphates used in the cathode are chemicals produced in volume.

6.2.4. BLUE SOLUTIONS’ LOGISTIC SOLUTIONS

Purchasing and supplies

Manufacturing LMP® batteries requires a supply of raw materials and high-tech

components.

Blue Solutions has several agreements with suppliers of metal lithium, polymers,

lithium iron phosphate, lithium salts and other key components necessary to

manufacture its batteries. Entering into annually renewable contracts serves two

purposes: the possibility to optimize and renegotiate prices based on Blue

Solutions’ needs, and the lack of long-term volume commitment. At the date of

this document, the prices of raw materials are not volatile. Supplies of raw

materials are obtained from three suppliers for lithium, two suppliers for lithium

salts and several suppliers for polymers.

In addition, within the development of its stationary market, Blue Solutions

Canada obtains supplies of offl ine single-phase 6 kW UPS inverters from Cirtem,

33.74%-owned by the company, that make it possible not only to continue to

supply power to a residence during a brownout when connected to a LMP® bat-

tery, but also to charge LMP® batteries from a set of photovoltaic panels using an

external converter.

The logistical organization

Blue Solutions’ Canada and Brittany sites have a storage capacity to house all of

the raw materials used to manufacture LMP® batteries and supercapacitors. Blue

Solutions stores the raw materials that it needs short term and does not use, at

the date of this document, its storage capacities as a factor in regulating prices.



The sales organization

Blue Solutions currently has a marketing and sales manager in charge of the sale

of supercapacitors. At the date of this document, the LMP® batteries are distrib-

uted exclusively to Blue Applications. The latter has an integrated sales team that

will be expanded at Blue Solutions if the market for LMP® batteries is opened to

third parties.

6.2.5. OUTLETS FOR PRODUCTS DEVELOPED BY BLUE SOLUTIONS

Blue Solutions earns all of its battery turnover from Blue Applications companies

(Bluecar, Bluebus, Bluestorage and Bluetram) and the remainder of its total

turnover from selling supercapacitors to non-Group clients. The fi nal outlets for

the batteries and supercapacitors sold by Blue Applications are, indirectly

through clients of Blue Applications, users of applications integrating such bat-

teries and supercapacitors.

6.2.5.1. The batteries

Blue Solutions considers that its completely solid LMP® battery technology is a

major innovation in the industry. Flexible and modular by design, the LMP®

technology is able to satisfy many industrial markets whose needs include high

performance, reliability and competitive cost.

The LMP® batteries manufactured by Blue Solutions’ French and Canadian enti-

ties are sold to Blue Applications companies largely for integration into means of

transportation or stationary solutions. These markets are described in sec-

tions 6.2.1. and 6.2.2. of this document.

6.2.5.2. The supercapacitors

These components are used in the automotive industry to recover braking energy

and provide a simple and reliable source of power for hybridization solutions

used in stop & start functions (stopping the engine when the vehicle is immobi-

lized and then restarting it), but can also provide assistance during acceleration.

Current developments also focus on public transportation applications, including

trams equipped with supercapacitors, which can travel hundreds of meters

without overhead power lines and then recharge at charging stations.

Supercapacitors blur the traditional design boundaries for power applications

and make it possible to achieve energy storage yields greater than 95% with life-

times greater than the systems they integrate.

Public transportationIn the fi eld of urban transportation, this new technology off ers new design per-

spectives for clean transportation systems: electric and hybrid buses, tramways

without overhead power lines, and trolley buses. It makes it possible to increase

the energy yield of existing underground systems and tramways and to increase

traffi c without changing the infrastructures or reducing their cost. For example, if

an electric bus or tramway is equipped with supercapacitors, it can travel hun-

dreds of meters between two stations and recharge upon stopping in a few sec-

onds by connecting to a terminal containing an equivalent quantity of

supercapacitors.

The fi rst tramways equipped with supercapacitors provided by Blue Solutions

were manufactured by Bombardier and were installed and have operated since

December 2009 in Heidelberg, Germany.

AutomotiveIn terms of automotive applications, supercapacitors are the most relevant

energy storage solution to satisfy start-up (stop & start concepts), acceleration

and regenerative braking applications. They can also be used as delocalized

sources of energy.

Supercapacitors store the vehicle’s braking energy and supply its electrical power

system with the energy necessary for start-up. During the running phase,

super-capacitors stabilize the voltage of the onboard power supply network and

help the battery upon electric power demands. They also bring increased power

in the vehicle’s acceleration phases.

Uninterrupted Power Supply (UPS)Supercapacitors also make it possible to make up for occasional failures of main

energy sources and provide protection against network outages of less than fi ve

seconds, ensuring a quick transition (five to twenty seconds) to a back-up

generator.

Blue Solutions’ turnover from the sale of supercapacitors nonetheless remains

marginal.

6.3. BLUE APPLICATIONS’ ACTIVITIES

The technology developed by Blue Solutions sees an extensive range of applica-

tions in various stages of development and for which Blue Applications off ers a

large number of solutions in services (car rental, transportation) as well as tech-

nological developments (communications, design, systems).

The development of Blue Applications’ activities in the areas of mobile and sta-

tionary draws on the expertise of IER and Polyconseil in services and technologi-

cal development.

The Blue Applications entities are, at the date of the present document, con-

trolled by the Group. Financial information (turnover and operating income) on

each entity or sub-unit of Blue Applications that is the subject of a sale option

agreement in favor of Blue Solutions will be presented twice a year until the sale

option agreements on the entities or sub-units in question have been exercised

by Blue Solutions and the entities or sub-units in question are consolidated in

Blue Solutions’ fi nancial statements.

6.3.1. MOBILITY

6.3.1.1. Electric vehicles

BluecarBluecar develops, produces and sells electric cars that use LMP® batteries. Since

2007, the Bolloré Group has partnered with the famous Turin coach-builder

Pininfarina, a synonym for excellence in automotive design, to create the fi rst

concept car, the “B0” Bluecar® model. The current version of the Bluecar® is

heavily inspired by this design while having been adapted to industrial produc-

tion constraints.

The Bluecar® is a safe and silent, fully electric, clean vehicle. Bluecar has devel-

oped power electronics designed around the LMP® battery to obtain the best

possible yield from the engine. At the same time, everything was done in the

design of the body and frame of the car to take into account the constraints

associated with the use of a battery as a traction energy reservoir:

• the positioning of the battery, between the two axles, under the seats, off ers

optimum mass distribution and secure road handling;

• the frame is made of steel and aluminum, giving Bluecar® its lightness but

maintaining maximum rigidity;

• the Bluecar’s® body is made completely of aluminum, which limits its weight to

1,120 kg including the 300-kg LMP® battery.

The convergence of these innovations in the Bluecar® design means that it has

an impressive range for a four-seater electric city car: 250 km under normal city

driving conditions.

Since June 2015, the Bluecar® has been produced at Renault manufacturing

plants in Dieppe, following an industrial cooperation agreement between the

Renault and Bolloré Groups, with specific models manufactured at the Bairo

plant in Italy.

BlueutilityBlueutility is the 100% electric utility vehicle in the Bluecar® range. The Blueutility

is able to fulfi ll widely diff erent functions and was designed to support profes-

sionals by meeting the daily working needs of various professions and sectors

(business, artisan, local government, etc.).

This two-seater light utility vehicle is reliable and practical and includes a spa-

cious loading space of 1.4 m3 and can accept up to 255 kg of payload, making it

able to meet the requirements of professionals. The Blueutility combines com-

fort and safety and melds effi ciency with aesthetics in one fully electric vehicle.

BluesummerWith its truly innovative design, the Bluesummer vehicle adapts to suit all situa-

tions. Practical and designed for everyday use, with its folding rear seats and

removable soft -top, this vehicle can be used for all kinds of leisure activities in all

seasons and can carry four passengers. Easy to maintain, the Bluesummer has an

elevated chassis making it suitable for off -road driving.

40 BLUE SOLUTIONS


With no engine noise, drivers are all the more able to appreciate its comfort and

performance: high acceleration and excellent road handling. In 2016, as a contin-

uation of the partnership signed on June 17, 2015 between the PSA and Bolloré

Groups, the production of the Bluesummer stopped to make way for the

E-Mehari, a Citroën electric car with LMP® batteries. It has been produced and

marketed since the second quarter of 2016.

BluebusBluebus develops clean collective transportation solutions for urban and subur-

ban areas using the LMP® batteries:

• The 6-meter Bluebus has the highest onboard energy level for its category in

the electric bus market, thanks to its three LMP® battery packs installed on the

bus roof, which give it a range of over 120 kilometers (needed for a full day’s

operation).

It is made even more effi cient by a system whereby energy is recovered during

deceleration, allowing the vehicle to recharge while in use. The features of the

Bluebus and its onboard technology, which allow the LMP® batteries to be

installed on the roof, result in improved vehicle safety, as well as access for

those with reduced mobility thanks to its low and level fl oor. User-friendly and

compact, yet spacious and bright, it can accommodate around 20 passengers

and can weave in and out of narrow city center streets. It is already in use on

the public transport networks of places as varied as Tours, the island of

Réunion, Rambouillet, Laval, Luxembourg, Bayonne, and Tarbes, as well as at

industrial sites like CEA in Grenoble, BeGreen and Vente-privee.com. It is also

used for the private shuttle service in operation at the Louis Vuitton Foundation

and at Canal+. It is also listed with the French central procurement organiza-

tions UGAP and AGIR.

• The 12-meter Bluebus is a clean public transport solution for urban use

(capacity for 100 passengers). Fully electric, it is equipped with LMP® batteries,

which give it a range of between 180 and 250 kilometers. It has the same fea-

tures as the 6-meter Bluebus: energy recovery during deceleration, roof-in-

stalled batteries, accessibility for persons with reduced mobility. The Bluebus is

built at the Blue Solutions plant in Ergué-Gabéric, in Brittany. The new dedi-

cated plant for the manufacture of this bus was inaugurated on January 15,

2016 and required an investment of 40 million euros. The annual production

capacity is for 200 12-meter Bluebuses. RATP, the Paris public transport opera-

tor, chose Bluebus to trial its fi rst fully-electric bus line, launched in May 2016.

This initial line (341) connecting Clignancourt to Place Charles-de-Gaulle-Étoile

is the first all-electric line set up in Paris as part of the Bus 2025 project to

which RATP has been committed since 2014. Accordingly, RATP collaborated

with Blue Solutions so that 23 12-meter Bluebuses would join its fl eet. At the

end of 2016, RATP ordered 20 additional 12-meter Bluebuses, 10 of which will

be equipped to receive an in-line recharge by inverted pantograph (an articu-

lated rod through which the Bluebus can be charged through the roof).

BluetramRunning on tires and entirely electric, Bluetram is a clean public transport solu-

tion that needs neither rails nor overhead power lines. It can be quickly installed

as it does not require heavy and costly infrastructure works.

Using Blue Solutions technology (supercapacitors) and a telescopic charging

connector, the Bluetram recharges at each stop in just twenty seconds, while

passengers get on and off . Each recharge gives Bluetram a range of up to 2 km. To

enable this rapid recharging, each stop is equipped with energy storage capacity

equivalent to that of the vehicle. The first Bluetram was inaugurated on the

Champs-Élysées in Paris at the beginning of December 2015 for the Paris Climate

Conference (COP21). It was operated for the rest of the winter, transporting visi-

tors on six buses, free of charge, between the Arc de Triomphe and Place de la

Concorde.

The 6-meter version of the Bluetram can accommodate 22 passengers, while the

12-meter version carries 90. It is produced on the Blue Solutions site in Ergué-

Gabéric, Brittany, in a factory inaugurated in January 2015, representing a total

investment of 30 million euros. Thanks to the R&D of Polyconseil and IER (Blue

Applications subsidiaries), Bluetram will eventually be able to off er an integrated

solution for the management of tramway lines: vehicles, stations, IT management

system for fl ows and traffi c.

6.3.1.2. Car-sharing

Autolib’At the initiative of Bertrand Delanoë, former Mayor of Paris, the capital welcomed

the world debut of Autolib’, a fully electric car-sharing service, on December 5,

2011. The service was created on an urban scale to offer people in the Paris

region an unprecedented, economical and practical mode of transport to revolu-

tionize their travel patterns.

Within fi ve years, Autolib’ quickly found its place in the Paris region landscape

and rapidly won over a large number of users thanks to its fl exible drop-off fea-

ture and the possibility of reserving a car from the starting point or a spot upon

arrival using a mobile phone.

Available in Paris and over 100 towns and cities within the Paris region, Autolib’

provides a fl exible and aff ordable car-sharing service, equally suitable for regular

or occasional users thanks to its varied subscription off ers. This service provides

great usage fl exibility as soon as a driver’s license is obtained for drivers with

good records. Since its launch, Autolib’ has been dedicated to eco-responsible

solutions, and it subscribed to the Direct Énergie green energy off er, which certi-

fi es the injection into the grid of electricity of 100% renewable origin, which is

the equivalent of annual consumption.

The Autolib’ service over time

December 2011 December 2012 December 2013 December 2014 December 2015 December 2016

Number of stations (cumulative) 250 737 857 877 1,060 1,096

Number of terminals (cumulative) 1,000 3,670 4,356 4,685 5,939 6,175

Number of vehicles in operation(cumulative) 250 1,723 2,010 2,837 3,540 3,957

Number of subscribers (cumulative) 5,651 54,000 121,000 197,000 268,000 325,000

Annual “premium” and “ready to drive”

subscriptions 1,300 18,817 40,600 67,600 98,740 134,517

Total number of rentals 4,600 979,511 2,664,000 4,015,505 5,202,405 5,609,901

Number of kilometers traveled from

start (in millions) 11.7 39.4 79.7 132.9 189.9

Source: Bolloré.

● Autolib’: an integrated smart service

Back-office applications are an essential and distinctive component of the

Autolib’ service:

• organization of maintenance and day-to-day repairs: organized into six compe-

tency centers – IER ensures on-site maintenance of vehicles and terminals;

• and oversight of fl eet management.

Alongside all the interactions with the customer, the onboard computer performs

background tasks allowing the operator to know the condition of the vehicle at

any time and to provide the customer with higher-quality service. Value-added

services are off ered to the customer, who can subscribe to the service directly

over the Internet or at a subscription terminal, with assistance from a tele-advi-

sor by videoconference. Once subscribed, the customer can use an advance res-

ervation system, both for the car (within 30 minutes) and for the parking spot at

the other end (within 90 minutes). These reservation services are also available

on Android and iOS mobile devices.



The vehicle data reported to the central information system (in compliance with

French data protection rules) are:

• the location of the vehicle at all times;

• the identity of the customer renting the car;

• the speed at any point;

• the charge level of the traction battery;

• the departure rental station;

• the arrival station if the customer reserved a destination parking spot.

● Utilib’: a service targeted at craft smen

Utilib’ off ers professionals and Premium subscribers round-the-clock access to

nearly 300 self-service commercial vehicles, directly or on reservation. The Utilib’

offer was designed to support professionals, meeting the needs of different

businesses and sectors of activity (such as personal services, couriers, plumbers,

and maintenance technicians) in their daily travels.

Other car-sharing projectsOther car-sharing services modeled on Autolib’ (car-sharing with fl exible drop-off

for completely electric vehicles) are in Europe (Lyon, Bordeaux and Turin) and in

the United States (Indianapolis).

In 2017, new services will be launched in London, Los Angeles and the fi rst in

Asia, in Singapore.

● Bluely

Well-known for its initiatives and energy-related experiments, its smart grids and

innovative transport systems, the Greater Lyon metropolitan area has used the

Bluely service, modeled on Autolib’, since October 10, 2013. At the end of 2016, it

had 314 electric vehicles (including 59 Twizy and 30 C-Zéros integrated into the

fl eet as part of the partnerships signed with the Renault and PSA Groups), and

102 stations and 503 terminals were located throughout Lyon, 11 partner

municipalities, and the Lyon-Saint-Exupéry Airport.

Since its launch, Bluely has been dedicated to eco-responsible solutions, and it

subscribed to the CNR (Compagnie Nationale du Rhône), which certifies the

injection into the grid of electricity of 100% renewable origin, which is the

equivalent of annual consumption.

● Bluecub

Since January 9, 2014, the Bluecub service has been established in the Bordeaux

Urban Community to supplement the eco-mobility service promoted by the

Bordeaux city hall.

To date, the service has 76 stations in Bordeaux, in 10 bordering municipalities

and in Arcachon, as well as a fleet of around 200 self-service electric cars

(including 29 Twizy and 20 C-Zéros integrated into the fl eet as part of the part-

nerships signed with the Renault and PSA Groups).

Since its launch, Bluecub has been dedicated to eco-responsible solutions, and it

subscribed to the CNR (Compagnie Nationale du Rhône), which certifies the

injection into the grid of electricity of 100% renewable origin, which is the

equivalent of annual consumption.

● Blueindy

Blueindy services were launched in Indianapolis, the home of motor racing, on

September 2, 2015 (following trials since May 2014). With roll-out ongoing,

Blueindy is on its way to becoming the largest electric vehicle car-sharing service

with fl exible drop-off in the United States.

● Bluetorino

In Turin, Italy, Bluetorino, the new car-sharing service with fully electric cars, was

inaugurated on March 18, 2016. The service was officially launched in

October 2016.

6.3.1.3. Other applications

BlueboatBlue Applications is developing projects (in the prototype fi nalization stage) in

the electric boat fi eld within the company Blueboat.

6.3.2. STATIONARY APPLICATIONS

The combined needs of electricity-intensive industry in the private sector are

huge, refl ecting the current mix of energy sources. There will also have to be a

wide variety of solutions relating to storage. Performance, reliability and cost

criteria will be crucial to the growth of this market. LMP® technology is now in a

testing phase for stationary applications. Several pilot projects have been

announced, mostly in Africa, where Blue Solutions and Blue Applications can

make use of the Bolloré Group’s well established presence and capitalize on its

market position. These projects demonstrate the usefulness of a photovoltaic/

energy storage combination in countries with weak electricity production and

transmission/distribution infrastructure, such as the pilot projects for a network

of electric buses and vehicles that are rechargeable at photovoltaic stations in

Cameroon and the Republic of Côte d’Ivoire.

The multiplicity of pilot projects that combine solar parks, buildings or urban

facilities with storage solutions should make it possible for Blue Applications

both to gain experience ahead of its competitors and to meet many needs,

without, however, venturing into large-scale storage, an area already heavily

occupied by the electricity companies.

The outlook is therefore very extensive. Given the length of the testing phases,

the commercial development of stationary storage units is expected to take

place sometime before 2017.

BluestorageBluestorage is developing a line of energy storage solutions from a few kWh to

several MWh of stored energy, intended for a variety of end users:

• private individuals: the solutions that have been developed by Bluestorage for

consumers are batteries whose purpose is:

– to off set intermittencies in the grid and provide the home with a continuous

supply of energy,

– to optimize energy consumption by taking advantage of diff erences in electric-

ity pricing (off -peak and peak hours);

• the power grid: Bluestorage is developing high-capacity storage solutions to

meet the needs of companies in the grid:

– integrating solar wind farms to level out production: a producer of intermittent

renewable energy can store part of its production during periods of low

demand and sell it during periods of peak demand,

– helping renewable energy sources to sustain voltages: because they are inter-

mittent, integrating renewable energies adds risk to the stability of power grids,

particularly in terms of frequency. Bluestorage is developing solutions to off set

this intermittence and add to the capacity and reliability of power grids,

– Bluegrid creating value from load-shedding: Bluestorage is developing

high-capacity storage devices (shelters) of at least several hundred kWh that

can enable it to exploit load-shedding on the grid. It positions itself as a

load-shedding operator. Bluestorage is targeting two main markets:

. industrial load-shedding: allowing a grid operator (such as RTE) to shed the

consumption of an entire factory while continuing to supply it with stored

energy,

. distributed load-shedding: spreading storage capacities of varying sizes over

a given territory and aggregating them for sale on the capacity markets.

BluesunBluesun is a joint subsidiary set up by Bluestorage and Total Énergie

Développement, which gives access to new generation solar panels produced by

Sunpower. These panels are combined with classic generating equipment and

storage devices off ered on the market by Bluestorage.

BluezoneWith LMP® batteries and photovoltaic panels, the Bluezones can produce, store

and distribute clean and free electricity. The Group has ten Bluezones (Benin,

Guinea, Niger and Togo).

BlueElecBlueElec is a subsidiary of Bluestorage, whose mission is to trade on the

European electricity exchange (Epex Spot).

42 BLUE SOLUTIONS


6.3.3. RELATED ACTIVITIES

6.3.3.1. Dedicated terminals – IER

OverviewIER designs and sells, throughout the world, products and services that improve

the fl ow of goods and people.

With that objective, IER applies proven know-how and technological expertise to

develop innovative solutions specifi c to fi ve major areas: public spaces, road-

ways, warehouses, vehicles and points of sale. IER’s Automatic Systems subsidi-

ary is a global leader in secured entry controls, and designs and manufactures

equipment for pedestrian, vehicle and passenger access.

Founded in the early 1960s, IER has broadened its product and service line and

expanded its geographical locations to better serve its customers’ needs. Today,

IER has an international presence on every continent through its 13 subsidiaries

and multiple local partners.

Public spacesIn response to the growing demand for more eff ective applications for assisting

travelers and residents, IER is now one of the leaders in self-service terminals

and kiosks in public spaces (large air, rail and maritime transportation networks,

government agencies, etc.) that dispense train or plane tickets, stamps and so on,

or that display information. IER’s strategy is to become an indispensable partner

of these key players by having at its disposal a complete portfolio of products

that embed innovative technologies designed to improve their users’ customer

experience.

Thus in the air travel sector, IER off ers a complete solution to improve the fl ows

of passengers and baggage (over 100,000 terminals and over 1,500 kiosks, many

of which are monitored 24 hours a day, 7 days a week):

• an extensive portfolio of terminals that show written information and print;

• self-service check-in and self-service tagging applications;

• automated baggage checking applications;

• automated boarding applications.

In rail travel, IER off ers applications for ticketing (at the counter, at self-service

kiosks) and for access controls (automatic access doors, portable ticket readers).

IER has installed nearly 2,000 automatic ticket dispensers for SNCF and equipped

over 4,000 railway stations with ticket window applications.

For government agencies, IER offers self-service kiosks: automated stamping

devices and multi-service kiosks as well as indoor and outdoor access controls.

RoadwaysIn automotive travel, IER off ers new concepts specifi cally for roadways (electrical

infrastructures and car-sharing). IER has refi ned car-sharing applications that

manage onboard software and electro-mobility, with the manufacture of

recharging stations deployed on a large scale. IER works in the development of

mobile applications for transportation, in particular for electric car-sharing. IER

has provided more than 7,000 remotely-controlled charging terminals,

1,300 remotely-controlled and maintained rental terminals, as well as around

100 subscription terminals operating via videoconference, and onboard soft ware

allowing real-time verifi cation of the status and position of vehicles at all times.

To keep up with worldwide growth in this segment, IER has approached carmak-

ers to look at incorporating its solutions when their vehicles are fi rst assembled.

This allows IER to off er several types of vehicles in addition to Bluecar® vehicles

in public car-sharing schemes, especially internationally. In the company car-

share market, IER offers a comprehensive solution that includes furnishing

equipment for the vehicles, the recharging infrastructure and also the whole

applications and services component to help the customer manage its car-share

fl eet. IER’s background in fl eet management in the distribution sector has ena-

bled it to acquire signifi cant experience in meeting these needs.

IER off ers a complete array of products and services, including:

• an onboard component to make the vehicle “communicating”, consisting of an

RFID reader, a telematic box, an onboard screen and a user help function that

connects with an operational center with tele-advisors;

• a comprehensive smart recharging infrastructure, which assists the user during

recharging and includes:

– interactive terminals to handle registrations, recharging requests, payments,

etc. The terminals are customizable and upgradeable,

– roadside recharging terminals,

– “Blueboxes” that allow individuals to recharge in private or semi-private areas

such as parking lots and garages, shopping malls, apartment complexes, etc.

The RFID reader helps to manage the access control equipment;

• an extensive portfolio of Internet services to help run the car-sharing operation.

IER also offers electronic speech hardware and software for the paperless,

automated processing of infractions.

WarehousesWorking all along the logistics chain, IER develops and places in warehouses

solutions for preparing orders by voice commands and with lit displays, as well as

for real-time contactless tracking of containers (pallets, vats, etc.) using RFID

technology.

VehiclesThe fl ow of merchandise is then managed at the transportation level through

applications that IER puts into the vehicle to guide the delivery route, using

geolocation, eco-driving and proof-of-delivery soft ware.

IER off ers a complete range of smart and communicating devices for:

• geolocation and eco-driving: by offering twin expertise in hardware for the

vehicle and soft ware and service, and putting in place cost- and distance-opti-

mizing applications that support eco-driving;

• proof of delivery: a complete computerized delivery application.

Points of saleFor points of sale, IER off ers a real-time inventory application for managing stock

and purchasing based on RFID technology. The fl ow of people is optimized using

IER’s self-service payment terminals that allow stores to improve the customer’s

visit by speeding up the check-out process. These solutions allow IER’s custom-

ers to make their points of sale signifi cantly more accessible.

IER offers a complete range of new “contactless” processes to modernize the

customer relationship in stores:

• self-service payment terminals to open up fast lanes in stores without waiting

in line;

• mobile solutions to assist the customer in the store up to the checkout, using a

mobile, anti-theft smart tablet that lets products “speak”;

• contactless merchandise management applications for the store: continual

inventory control, tracking of merchandise fl ows from acceptance to backroom

stocking to shelving.

6.3.3.2. Polyconseil

OverviewPolyconseil, created in 1989, is today a wholly-owned subsidiary of the Bolloré

Group, offering its customers complete IT solutions, from strategic framing

(opportunity and feasibility studies, strategy defi nition) to operations, including

project steering and implementation, and performance monitoring. Its team of

consultants creates value from its experience in managing complex projects and

from a team of advanced engineers in telecommunications, Internet, M2M

(mobile to mobile) technologies, and the management and supervision of electri-

cal energy.

MarketsBesides the Smart Cities practice, working on the Autolib’ project, Polyconseil

staff has developed expertise in telecoms, media and emerging markets:

● Smart Cities

As a specialist in new technologies and digital services, Polyconseil assists its

public and private partners with issues involving smart mobility, smart grids,

digital regional development, innovative services for municipalities, onboard

connectivity and communicating vehicles.

Because Polyconseil brings both strategic and technical/operating expertise to

bear on client problems, it is able to manage large-scale projects from start to

fi nish, from the needs assessment to the implementation of telecommunica-

tions and information systems.



● Telecoms

Polyconseil provides support services for investors and telecoms operators in

designing and implementing new strategies that allow them to compete with

low-cost challengers and meet their main commitments, such as cutting operat-

ing costs, developing new customer promises and adapting their infrastructure

to future needs.

● Media

With a highly developed, cross-functional media practice combining strategic

expertise with mastery of technical and operating challenges, Polyconseil brings

together a unique skill set for assisting its clients on critical projects. Polyconseil

carries out assignments in strategic repositioning, developing new lines of busi-

ness, regulatory research, technological impact studies, setting marketing and

sales strategy, and improving operating performance. In addition, the Polyconseil

Technologies team, specializing in technological projects, helps broadcasters

define new IT architectures, create content delivery platforms and develop

Internet or mobile applications.

● Emerging markets

Its presence in emerging markets means that Polyconseil can off er an integrated

approach to all telecoms issues and media in the emerging world and can sup-

port private operators, companies, investors, governments and institutions

through all sections of the telecoms value chain.

6.4. STRATEGY

Blue Solutions’ goal is to become a leading global force in energy management

solutions. It has the advantage of a unique position as an integrated company

that enables it to off er innovative solutions. It aims to become a major operating

company in the mobile and stationary markets by off ering services that will pro-

vide recurring revenues.

The Bolloré Group has been involved in energy storage since the middle of the

20th century. Aft er becoming a producer of electrolytic papers, it developed pro-

duction lines in the 1970s for polypropylene fi lms used in the manufacture of

condensers. Today it is a global leader in that business. Familiarity with this sec-

tor and its manufacturing know-how, particularly in extrusion, allowed it to

develop a family of energy-storage devices: LMP® batteries and supercapacitors.

Blue Applications decided to integrate this family into the services it off ers to

market participants who want ideal solutions for managing clean energy in

mobile and stationary applications.

The markets in which Blue Solutions and Blue Applications are positioned are

growing rapidly and involve environmental challenges, particularly growing

urbanization requiring the development of clean transportation, an increase in

urban pollution (50% of deaths due to pollution in France are attributable to

pollution from traffi c – source: WHO, Health Eff ect of Transport-Related Pollution,

2005), public health (air pollution is responsible for over two million premature

deaths per year – source: WHO press release of September 26, 2011) and energy

transition. Blue Applications has a unique position as a supplier of integrated,

“smart” or “communicating” solutions. It has proven with the Autolib’ car-sharing

system its ability to supply a complete service using batteries developed and

made by Blue Solutions and solutions that it has developed itself (cars, onboard

soft ware, charging infrastructures, data processing and communications). The

technologies it has developed, particularly in storage, are the product of many

years of research and development and are protected by patents and licenses as

well as unique art and know-how that constitute, in the view of Blue Solutions,

high barriers to entry.

MOBILITY APPLICATIONS

Blue Applications has developed a family of products and applications that use

its high-performance batteries: electric cars (Bluecar®), electric buses (Bluebus),

and car-sharing applications for towns and companies. The success of Autolib’,

the world’s fi rst fl exible drop-off all-electric car-sharing service, has recently led

to the signing of contracts in Lyon and Bordeaux in 2013 and Indianapolis, Turin,

London, Los Angeles and Singapore. These marketing and technological suc-

cesses have made it a global leader in large-scale flexible drop-off electric

car-sharing, so that it can now duplicate this recognized model in major cities

throughout the world. Such expansion will educate the public about driving

electric vehicles, which should help broaden demand. Blue Applications, with

both the Bluecar® and this diverse background, possesses a major competitive

advantage and plans to play a leading role in this fast-growing market. In addi-

tion, by jointly off ering public (buses and tramways) and individual transporta-

tion (cars), Blue Applications can develop the clean urban transportation markets

that all cities are actively looking for. Blue Solutions, drawing on Blue

Applications, has established an organization able to respond globally to these

demands and is ready to invest what it takes to take its place as a global leader.

Blue Solutions and Blue Applications are also positioned in the electric car mar-

ket for individuals and local authorities with a vehicle tested and proven by the

highly demanding experience of urban car-sharing. The development of this

market could be imagined in time to include agreements signed with car

makers.

Clean waterway transportation, the development of protected marine areas,

water shuttles and pollution cleanup boats are also emerging markets where

Blue Solutions, together with Blue Applications, has been developing expertise

using its transportation solutions: batteries and power trains.

Finally, Blue Applications is also focused on developing onboard applications

around supercapacitors by developing light tramways based on this technology.

Blue Solutions’ know-how in the production of high power supercapacitors and

the design of large-size packs for transportation applications give it a distinct

competitive advantage on this technology.

In September 2014, Renault and the Bolloré Group signed a partnership to

develop the electric vehicle.

In June 2015, PSA Peugeot Citroën signed a strategic partnership agreement.

Under the terms of this partnership, PSA will include LMP® batteries in its new

E-Mehari electric vehicles.

RATP (Régie autonome des transports parisiens) announced its decision to retain

Bluebus as part of the migration of its network of thermal buses. In May 2016,

the fi rst 12-meter bus was offi cially integrated into RATP’s fi rst completely elec-

tric line (and 100% Bluebus), line 341.

STATIONARY APPLICATIONS

Blue Solutions and Blue Applications wish to use the technologies they have

developed to target new, high-growth opportunities in stationary applications.

Grid security, integrating renewable energies and energy access in off -grid areas

are in fact keenly felt and growing needs that call for smart energy. Blue Solutions

and Blue Applications are putting together an organization to serve all these

promising markets by exploiting proprietary technologies and their ability to

integrate them.

In developing solutions, Blue Applications’ goal is to respond to the need to build

storage systems of varying scale. This scale ranges from mass storage to safe-

guard the grid’s stability to widespread storage for localized use of solar power. It

has mastered the extensive technology designed to meet numerous require-

ments while creating economic value in the process. In this way the breadth of

the product off ering meets the objectives of electricity storage: self-suffi ciency

(for the user) and fl exibility (for the grid), along with safety and stability.

Electricity storage is a vital tool in the “smart” management of electricity fl ows.

Experience in this area means that Blue Solutions and Blue Applications can

position themselves as operators managing energy production (e.g. via joint

ventures such as the one with Sunpower), distribution and smart energy

management.

Furthermore, the Bolloré Group’s worldwide presence, and especially in Africa,

will permit rapid development of its stationary solutions.

44 BLUE SOLUTIONS

7. Organizational chart

6.5. OPERATIONAL ORGANIZATION OF BLUE SOLUTIONS AND BLUE APPLICATIONS

Vincent Bolloré

Chairman

Gilles Alix

Chief Executive Officer

Finance HR Legal

Communications

Manufacturing

Department

IT and Innovation

Department

Executive management

Mobility

Executive management

Stationary

Didier Marginèdes

Vice-Chairman


7.1. BLUE SOLUTIONS

7.1.1. SIMPLIFIED ORGANIZATIONAL CHART OF BLUE SOLUTIONS

The diagram below shows the Blue Solutions’ simplifi ed organizational chart at

December 31, 2016. The percentages of shareholdings indicated below do not

mention the identity of minority shareholders.

Bolloré ParticipationsBolloré

Blue Solutions

Canada

Blue Solutions

Cirtem

Public

17.80%

33.74%

11%

71.20%

100%

Capacitor Sciences

Incorparated

100%

7.1.2. PRESENTATION OF THE COMPANY

The company is a company (société anonyme) incorporated under French

law. The amount of its share capital is 144,191,580 euros, distributed into

28,838,316 shares each with a par value of 5 euros. Its registered offi ce is located

at Odet, in Ergué-Gabéric (29500). It is recorded in the Quimper Register of

Commerce and Companies under number 421 090 051.

The company’s activities are described in chapter 6 – “Business overview” of this

document and the activities of its subsidiaries and shareholdings are described

in section 7.1.3 below. The company holds the key intellectual property rights

necessary for the manufacture and sale of LMP® batteries. It also fi nances Blue

Solutions Canada via a current account agreement.

7.1.3. PRESENTATION OF THE COMPANY’S MAIN SUBSIDIARIES AND SHAREHOLDINGS

Blue Solutions Canada

Blue Solutions Canada, or Solutions Bleues Canada Inc. (formerly Bathium

Canada Inc.) is a Canadian company. The amount of its share capital is

36,817,800 Canadian dollars, distributed into 36,817,800 shares with no par

value. Its registered office is located at 1560, rue de Colomb in Boucherville,

Montreal, Quebec. It is recorded in the Quebec Business Register under num-

ber 1164210966 NEQ.

Blue Solutions Canada’s share capital is fully held by the company.

Blue Solutions Canada’s corporate purpose is the manufacture, sale and mainte-

nance of batteries and supercapacitors, mainly sold in France to Blue

Applications but intended to serve the North American market within Blue

Solutions’ international development strategy.

Jean-Marc Métais is Chairman of the Board of Directors and a director of Blue

Solutions Canada.

Capacitor Sciences

In 2016, Blue Solutions Canada acquired Capacitor Sciences Incorporated, an

American company. Its registered office is located at 2711 Centerville Road,

19808 Wilmington, Delaware, United States.

Capacitor Sciences Incorporated is an innovative start-up that specializes in the

study and research of new energy storage molecules.

This acquisition will enable Blue Solutions to introduce the innovations devel-

oped by Capacitor Sciences Incorporated into the design and industrialization of

its electricity storage products (lithium metal polymer batteries and supercapac-

itors) in order to significantly improve performance (density, cyclability and

charge speed).

Cirtem

Cirtem is a company (société anonyme) incorporated under French law. The

amount of its share capital is 358,375 euros, distributed into 23,500 shares each

with a par value of 15.25 euros. Its registered office is at 1389, L’Occitane in

Labège (31670). It is recorded in the Toulouse Register of Commerce and

Companies under number 348 011 024.

Cirtem is a company specialized in high-power electronics and its main activity is

engineering in the electrotechnical and industrial electronics fi eld. The company

has partnered with Cirtem to develop electrical energy conversion devices asso-

ciated with storage devices for batteries and supercapacitors.

Blue Solutions holds 33.74% of the share capital of Cirtem, the remaining shares

being held by individuals and the company Financière Saubion, a limited liability

company with a mainly fi nancial activity.



7.2. BLUE APPLICATIONS

The company is the recipient of seven purchase options on each of the companies of Blue Applications, under the conditions described in section 22.1.1 of this doc-

ument. Information on the turnover, the operating income and, if applicable, the operating income of the companies of Blue Applications appear in section 3.2 of this

document.

7.2.1. SIMPLIFIED ORGANIZATIONAL CHART OF BLUE APPLICATIONS

The diagram below shows the Blue Applications’ simplifi ed organizational chart as of March 1, 2017. The percentages of shareholdings indicated below do not mention

the identity of minority shareholders.

BolloréCompagnie du Cambodge

Société Industrielle et Financière de l’Artois

IER Group

Bluetorino Srl.Italy

Blueroma Srl.Italy

Bluecar Bluetram

64.37% in share capital (1)

77.88% of voting rights at General Meeting



47.59%

52.41% 100% 100%



Autolib’

100%

BluecarItaly

Bluecar

East Asia Pte Ltd(Singapore)

100%(2) 100%

Bluestation

100%

Bluecarsharing

100%

Bluely Blucub

95%(8) 100% 100%

Bluealliance

50.99%(7) 100%(6) 100%(6)

Bluelib

100%

Bluecar SG Pte Ltd(Singapore)

100%

Bluecity (UK) Ltd

100%

Blue Venture Services Ltd

100% 100% 50%(9)

Blueindy LLCBlueLA

Carsharing LLC

100%

BlueShare Inc. MCJV

Blue-mobility(Cambodia)

BlueElec

99.98%(3) 50%(5)

50%(4)100% 100%

100%

BlueLA Inc.(USA)

Bluesun BlueProject

BlueCongo

Bluebus

100%

Blueboat

100%

Bluestorage

100%

Polyconseil

100%

Bolloré Participations

BluePointLondon

Indestat

AutomaticSystems

Point

100%

100%

100%(1)

(1) Direct and indirect for all companies.

(2) 99% held by Bluecar and 1% by Bolloré.

(3) 0.02% held by Bluecarsharing.

(4) 50% held by Total Énergie Développement.

(5) 50% held by Qatar Holding LLC.

(6) 99.98% held by Bluecarsharing and 0.02% by Bluestorage.

(7) 50.99% held by Bluecarsharing, 25% by Renault and 24% by Automobiles Citroën.

(8) 95% held by Bluealliance and 5% by CNR.

(9) 50% held by Peugeot Automobiles Citroën SA.

7.2.2. PRESENTATION OF THE COMPANIES COMPRISING BLUE APPLICATIONS

Bluecar

Bluecar is a sole proprietor simplifi ed joint stock company incorporated under

French law. The amount of its share capital is 166,488,994.68 euros, distributed

into 2,004,000 shares each with no par value. Its registered offi ce is located at

31-32, quai de Dion-Bouton, in Puteaux (92800). It is registered in the Nanterre

Register of Commerce and Companies under number 502 466 931.

Bluecar’s activities are described in section 6.3.1.1 of this document. Bluecar has

two subsidiaries, Bluecar Italy and Bluecar East Asia Pte Ltd (Singapore).

• Bluecar Italy SRL

Bluecar Italy is a limited liability company incorporated under Italian law. The

amount of its share capital is 50,000 euros and its registered offi ce is located at

54 Foro Buonaparte, Studio Legale Padovan, 20121 Milan.

• Bluecar East Asia Pte Ltd

Bluecar East Asia Pte Ltd was created on June 24, 2016. Its registered offi ce is

located at 120, Lower Delta Road, 169208 Singapore.

Société Autolib’

Société Autolib’ is a simplifi ed joint stock company incorporated under French


2,502,500 shares each with a par value of 16 euros. Its registered offi ce is located

at 23, rue du Professeur-Pauchet, in Vaucresson (92420). It is registered in the

Nanterre Register of Commerce and Companies under number 493 093 256.

Autolib’s activities are described in section 6.3.1.2 of this document.

Bluecarsharing and its subsidiaries (Bluealliance, Bluetorino,

Blueroma, BlueLib, Bluecity UK Ltd, BlueShare Inc., MCJV,

Blue Venture Services Ltd, Blue SG Pte Ltd)

Bluecarsharing is a simplifi ed joint stock company incorporated under French

law. The amount of its share capital is 10,000 euros, distributed into 1,000 shares

each with a par value of 10 euros. Its registered offi ce is located at 23, rue du

Professeur-Pauchet, in Vaucresson (92420). It is registered in the Nanterre


Bluecarsharing’s activities are described in section 6.3.1.2 of this document.

Bluecarsharing has several subsidiaries:

• Bluealliance is a simplifi ed joint stock company incorporated under French


402,500 shares each with a value of 16 euros. Its registered offi ce is located at

31-32, quai de Dion-Bouton, in Puteaux (92800). It is registered in the Nanterre

Register of Commerce and Companies under number 501 407 233. The capital

of Bluealliance is 51% held by Bluecarsharing, and the remainder is held 25%

by Renault and 24% by Automobiles Citroën.

Bluealliance has two subsidiaries, Bluecub and Bluely.

46 BLUE SOLUTIONS


– Bluecub is a simplifi ed joint stock company incorporated under French law.

The amount of its share capital is 5,010,000 euros, distributed into

501,000 shares each with a par value of 10 euros. Its registered offi ce is located

at 23, rue du Professeur-Pauchet, in Vaucresson (92420). It is registered in the

Nanterre Register of Commerce and Companies under number 538 446 543.

– Bluely is a simplifi ed joint stock company incorporated under French law. The

amount of its share capital is 5,000,000 euros, distributed into 500,000 shares




• Bluetorino is an Italian company. The amount of its share capital is

50,000 euros, distributed into 5,000 shares each with a par value of 10 euros.

Its registered offi ce is located at 9 bis Corso Re Umberto, Turin.

• Blueroma is an Italian company. The amount of its share capital is

50,000 euros, distributed into 5,000 shares each with a par value of 10 euros.

Its registered offi ce is in Milan, at 54 Foro Buonaparte.

• Bluelib is a simplifi ed joint stock company incorporated under French law. The





• Bluecity (UK), “Private limited Company” was incorporated on January 2, 2015.

Its registered offi ce is located at 5 Cavendish Square, London. It is registered

with Companies House under number 9371958.

• BlueShare Inc. (New York) was incorporated on March 21, 2014. Its registered

office is located at National Corporate Research Ltd, 10 East, 40th Street,

10th Floor, New York. It is registered under number 4548807.

BlueShare Inc. holds 100% of the share capital of BlueIndy LLC, which was

incorporated on March 18, 2014. Its registered offi ce is located at 5505 W 74th

Street, Indianapolis, IN 46282, and it is registered under number 2014031800181.

Its share capital amounts to 100 US dollars.

BlueShare Inc. holds 100% of the share capital of BlueLA Carsharing LLC,

which was incorporated on February 11, 2016. Its registered offi ce is located at

2710 Gateway Oaks Drive, Suite 150 N, Sacramento, CA 95833-3505. Its share

capital amounts to 100 US dollars.

• MCJV was registered on December 26, 2016. The amount of its share capital is

30,000 euros, distributed into 3,000 shares each with a value of 10 euros. Its

registered offi ce is located at 31-32, quai de Dion-Bouton in Puteaux (92800). It

is registered in the Nanterre Register of Commerce and Companies under

number 824 520 936. Bluecarsharing and Peugeot Automobiles Citroën SA

each hold 50% of the share capital of MCJV.

• Blue Venture Services Ltd was incorporated on December 1, 2016. Its registered

offi ce is located at 5 Cavendish Square, W1 G OPG London, United Kingdom.

• Blue SG Pte Ltd (Singapore) was incorporated on June 24, 2016. Its registered

offi ce is located at 120, Lower Delta Road.

Bluebus

Bluebus is a French public limited company with a Board of Directors. The

amount of its share capital is 5,446,723 euros, distributed into 5,446,723 shares,

each with a par value of 1 euro. Its registered offi ce is located at Odet, in Ergué-

Gabéric (29500). It is recorded in the Quimper Register of Commerce and


Bluebus wholly owns Bluestation, which is a sole proprietor simplified joint

stock company incorporated under French law. The amount of its share capital is

1,001,000 euros, distributed into 100,100 shares each with a par value of

10 euros. Its registered office is located at 23, rue du Professeur-Pauchet, in

Vaucresson (92420). It is registered in the Nanterre Register of Commerce and


Bluebus’ activities are described in section 6.3.1.1.

Polyconseil

Polyconseil is a sole proprietor simplified joint stock company incorporated

under French law. The amount of its share capital is 155,736 euros, distributed

into 51,912,000 shares, each with a par value of 0.003 euros. Its registered offi ce

is located at 26, rue de Berri, in Paris (75008). It is recorded in the Paris Register

of Commerce and Companies under number 352 855 993.

Polyconseil’s activities are described in section 6.3.3.2.

Blueboat

Blueboat is a sole proprietor simplifi ed joint stock company incorporated under

French law. The amount of its share capital is 245,000 euros, distributed into

1,000 shares each with a par value of 245 euros. Its registered offi ce is located at

Odet, in Ergué-Gabéric (29500). It is recorded in the Quimper Register of


Blueboat’s activities are described in section 6.3.1.3.

Bluestorage and its subsidiaries (Blue-mobility, BlueElec, Blue

LA Inc., Bluesun and BlueProject)

Bluestorage is a sole proprietor simplifi ed joint stock company incorporated

under French law. The amount of its share capital is 36,325,000 euros, distrib-

uted into 2,500 shares each with a par value of 14,530 euros. Its registered offi ce

is located at Odet, in Ergué-Gabéric (29500). It is recorded in the Quimper


Bluestorage has several subsidiaries:

• Blue-mobility is a Cambodian company. The amount of its share capital is

20,000,000 riels, distributed into 5,000 shares each of 4,000 riels. Its registered

offi ce is located in Cambodia, in Treang Village, Sangkat Slorkram, Siem Reap,

Siem Reap Province.

• BlueElec is a sole proprietor simplified joint stock company incorporated

under French law, wholly owned by Bluestorage. The amount of its share capital

is 10,000,000 euros, distributed into 625,000 shares each with a par value of

16 euros. Its registered offi ce is located at 23, rue du Professeur-Pauchet, in

Vaucresson (92420). It is registered in the Nanterre Register of Commerce and


• Blue LA Inc. is a US company wholly owned by Bluestorage. The amount of its

share capital is 1,000,000 US dollars, distributed into 100 shares each of

10,000 US dollars. Its registered office is located at 2049 Century Park East,

Suite 3200, in Los Angeles.

• Bluesun is a simplifi ed joint stock company incorporated under French law,

held in equal shares by Bluestorage and Total Énergie Développement. The


each with a par value of 10 euros. Its registered offi ce is located at 31-32, quai

de Dion-Bouton, in Puteaux (92800). It is registered in the Nanterre Register of


• Blue Project is a French company with a share capital of 18,060,321.48 euros,

distributed into 1,806,032,148 shares each of 0.01 euro, held in equal shares by

Bluestorage and Qatar Holding LLC. Its registered office is at 31-32, quai de

Dion-Bouton in Puteaux (92800). It is registered in the Nanterre Register of


Blue Project has one subsidiary, BlueCongo.

– Blue Congo, a Congolese company with a share capital of 6,500,000,000 XAF,

distributed into 650,000 shares of an amount of 10,000 CFA francs. Its regis-

tered offi ce is on avenue de Loango, in Pointe-Noire, Congo.

The activities of Bluestorage, Blue-mobility, BlueElec, Blue LA Inc., Bluesun and

Blue Project are described in section 6.3.2.

Bluetram

Bluetram is a simplifi ed joint stock company incorporated under French law. The

amount of its share capital is 1,435,000 euros, distributed into 2,500 shares each

with a par value of 574 euros. Its registered offi ce is located at 31-32, quai de

Dion-Bouton, in Puteaux (92800). It is registered in the Nanterre Register of


Bluetram’s activities are described in section 6.3.1.1.

IER and its subsidiaries

IER is a simplified joint stock company incorporated under French law. The

amount of its share capital is 4,104,585 euros, distributed into 1,641,834 shares

each with a par value of 2.5 euros. Its registered office is located at 3, rue

Salomon-de-Rothschild, in Suresnes (92150). It is registered in the Nanterre


IER directly owns the following companies: IER Inc. (United States), IER Pte Ltd

(Singapore), IER Impresoras Especializadas SA (Spain), IER GmbH (Germany),

Automatic Systems Belgium SA (Belgium), BluePointLondon Ltd (UK) and 100% of

the share capital of Indestat (France).

Automatic Systems Belgium SA holds, directly or indirectly, the following compa-

nies: Automatic Systems SA (France), Automatic Systems Equipment Ltd (UK),

Automatic Systems Española SA (Spain), Automatic Systems America Inc.

(Canada), Automatic Control Systems Inc. (United States) and Suzhou Automatic

Systems Entrance Control Co. Ltd (China).

IER’s activities are described in section 6.3.3.1.


8. Property, plants and equipment


8.1. SIGNIFICANT EXISTING OR PLANNED TANGIBLE

ASSETS

8.1.1. BLUE SOLUTIONS

Blue Solutions owns its two battery and supercapacitor production sites, located

at Ergué-Gabéric (Finistère) and Boucherville (Quebec). These two sites are cur-

rently being developed. The production capacity, which is currently 350 MWh a

year will be gradually increased in forthcoming years based on market

requirements.

The gross value of tangible assets was 196 million euros at December 31, 2016

(101 million euros in net value), compared to 183 million euros at December 31,

2015 (101 million euros in net value). A summary of the Group’s tangible assets

and the related expenses (impairment and amortization) is provided in notes 6.1

and 5.4 in the notes to the consolidated fi nancial statements (section 20.3).

In addition, the various measures taken by the company to reduce the impact of

its business activities on the environment, primarily in relation to its premises,

plant and facilities are described in the following paragraph under section 17.1,

while the industrial and environmental hazards are described in section 4.2.

8.2. EQUIPMENT

Blue Solutions owned all its equipment on December 31, 2016. The equipment

dedicated to the “batteries” activities are mainly composed of:

• manufacturing and testing equipment for prototype fi lm and components;

• manufacturing equipment for various fi lms mainly comprising extrusion lines

for each film: cathode, electrolyte and anode which make up the battery

composition;

• automated assembly line equipment for the manufacture of unit components

and modules as well as the integration equipment for packs;

• control and test bench equipment for fi lms, modules and packs. This battery

production equipment is installed at the Ergué-Gabéric site as well as the

Boucherville site. At the end of 2016, the equipment installed enabled the

production of 10,000 batteries, equivalent to 35 kWh per year. For the superca-

pacitors activity, the company is also the owner, on the Odet site, of the manu-

facturing equipment comprising extrusion lines for manufacturing electrodes,

winding lines and impregnation and welding equipment for the components.

Moreover, the company owns the equipment necessary for the manufacture of

modules as well as the test control means for the module components.

Capacitor Sciences rents its premises in Palo Alto (United States).

8.3. ENVIRONMENT AND SUSTAINABLE DEVELOPMENT

8.3.1. RISK MANAGEMENT AND COMPLIANCE WITH THE REGULATIONS APPLICABLE TO BLUE SOLUTIONS CONCERNING THE ENVIRONMENT, HEALTH AND SAFETY

The risk factors arising from the application of the regulations concerning the

environment, health and safety are described in chapter 4 – Risk factors of this

document.

Classified installations

The company’s production site located in Ergué-Gabéric, in Finistère, is subject to

the environmental regulations on installations classifi ed for the protection of the

environment. Under French law, “installations classifi ed for the protection of the

environment” (or ICPE) are activities or equipment likely to present hazards or be

detrimental to the interests protected by article L. 511-1 of the French

Environmental Code, in particular the convenience of the neighborhood, health,

environmental protection or the effi cient use of energy. Based on the potential

danger to these interests to be protected, setting up an ICPE is subject to a dec-

laration, registration or authorization procedure. Taking into account the activi-

ties operated there, the Ergué-Gabéric site is an ICPE subject to authorization.

The operator of an ICPE is required to comply with the environmental regulations

and with the technical specifi cations laid down by the prefect. Changes in such

regulations and the specifi cations applicable to a given site may require invest-

ment expenses to bring certain production processes into compliance (even

going so far as changing them) or render it impossible to use certain techniques

or substances. Upon cessation of the activities on a site subject to ICPE regula-

tions, the fi nal operator must restore the site, which can include costly cleanup

operations. The level of restoration depends in particular on the future use of the

site. This obligation shall persist for thirty years after the notification of final

cessation of the ICPE’s activities, during which period the prefect may order

additional restoration measures. In addition, in application of article L. 512-17 of

the French Environmental Code, the parent company of the operator at fault may,

in certain conditions, have to cover all or part of the financial costs for such

restoration.

The waste from the industrial processes implemented by Blue Solutions is sub-

ject to source reduction, sorting, recycling and specifi c processing for hazardous

waste. In accordance with the regulations, Blue Solutions utilizes specialist

companies for waste processing.

Regulations concerning batteries and accumulators

European Directive no. 2006/66/EC of September 6, 2006 concerning batteries

and accumulators as well as the waste from batteries and accumulators (modi-

fi ed) prohibits batteries and accumulators containing substances considered

hazardous from being sold and contains specifi c rules for the collection, process-

ing, recycling and elimination of waste from batteries and accumulators. It

imposes a “responsibility extended to producers” regime on batteries and accu-

mulators, rendering the producers, distributors or persons who sell such prod-

ucts responsible for their end-of-life treatment.

These provisions have been transposed into French law and currently appear in

articles R. 543-124 et seq. of the French Environmental Code. The regulations

distinguish automotive batteries and accumulators from industrial batteries and

accumulators and portable batteries and accumulators.

Producers of batteries and accumulators must be registered on a registry kept by

the Agence de l’environnement et de la maîtrise de l’énergie (ADEME). The com-

pany is registered as a producer of industrial batteries and accumulators.

To that eff ect, the company is required to remove or have removed and to treat

or have treated the battery waste which must be collected separately by distrib-

utors under their obligation to return used batteries, or by the local authorities

responsible for the waste collection. Fines will be given for non-compliance with

these obligations. The regulation deems that the removal and treatment of waste

can be undertaken either by an approved environmental organization fi nanced

by the producers or by setting up an individual system that must be approved by

the authorities. In this case, Blue Solutions is in negotiations with service provid-

ers to fi nalize the setting up of a system of removal and treatment of used bat-

teries. The volume of industrial batteries for which Blue Solutions is responsible

is, however, relatively low. Automotive batteries used in vehicles are the respon-

sibility of the automotive manufacturer and not Blue Solutions.

Regulations in respect of electrical and electronic equipment

and their waste

Certain of Blue Applications’ products (electronic cards in the batteries) as well as

Blue Solutions’ products are subject to the regulations on electrical and elec-

tronic equipment and their waste. These regulations come from Directive

no. 2002/95/EC of the European Parliament and the Council of January 27, 2003

concerning the limits on the use of certain hazardous substances in electric and

electronic equipment (called the “RoHS I” directive) and Directive no. 2002/96/EC

of the European Parliament and the Council of January 27, 2003 concerning

electrical and electronic equipment waste, called the “EEEW” directive. Their

provisions were transposed into French law in articles L. 541-10-2 and R. 543-

172 to R. 543-206 of the French Environmental Code and have been applicable in

France since January 1, 2006. Fines will be given for non-compliance with these

obligations.

48 BLUE SOLUTIONS


Please note that the RoHS directive was rewritten by Directive no. 2011/65/EU of

the European Parliament and the Council of June 8, 2011. The RoHS I directive

was replaced by the RoHS II directive as of January 3, 2013. These provisions were

transposed into French law by Decree no. 2013-928 of November 6, 2013. A draft

transposition decree is also being fi nalized as of the date of this document. For

electrical and electronic equipment waste, the European regulations are being

redraft ed under Directive no. 2012/19/EU of the European Parliament and the

Council of July 4, 2012 (EEEW II). These were transposed into French law in

Decree no. 2014-928 of August 19, 2014.

In application of the RoHS regulation, the manufacturers of electrical and elec-

tronic equipment must eliminate certain hazardous substances from their

products, in particular lead, mercury, cadmium, hexavalent chromium, polybro-

minated biphenyls (PBB) or polybrominated diphenyl ethers (PBDE). The RoHS II

directive contains a tolerance threshold for each of these substances as well as a

system of exemption applicable to certain equipment. The manufacturers must

also prepare technical documentation and affi x a label on equipment that they

manufacture.

Concerning electrical and electronic equipment waste, the EEEW directive

imposes a regime on the same type of “responsibility extended to producers” as

the one described above for used batteries and accumulators. The producers of

electrical and electronic equipment are thus subject to obligations to take back,

collect, treat and recycle in order to reach the quantified targets that will be

increased by the EEEW II directive. To that eff ect, Blue Solutions has set up an

individual electronic waste treatment system.

REACH regulations on chemical substances

As a manufacturer of articles that may contain chemical substances, Blue

Solutions is subject to Regulation no. 1907/2006 of the European Parliament and

the Council of December 18, 2006, called the “REACH” regulation pertaining to

the registration, evaluation and authorization of chemical substances as well as

the restrictions applicable to such substances. In application of this regulation

and its status as an importer, Blue Solutions has an obligation to register chemi-

cal substances that it uses and to inform its clients about the substances that are

particularly hazardous and which the battery may contain.

Impact of the environmental regulations

On September 29, 2014, the Council of the European Union adopted the directive

on the implementation of a minimal number of infrastructures for alternative

fuels. This directive, which should be transposed in each Member State within

two years, obliges the States to set targets for recharging terminals accessible to

the public to be built by 2020. The directive imposes the use of a common con-

nection throughout the European Union. The implementation of a network

comprising a sufficient number of recharging and supply points is deemed

essential to change mentalities and incite consumers to opt for vehicles that use

clean technologies.

Environmental regulations applicable to the Boucherville site in

Quebec

The Boucherville production site, located near Montreal in Quebec, has several

authorizations issued by the Minister of Sustainable Development, the

Environment, Fauna and Parks. These authorizations are granted in application

of the applicable environmental regulations, in particular the law on the quality

of the environment, codifi ed in the Consolidation of the Laws and Regulations of

Quebec in chapter Q-2 (LRQ, chapter Q-2). This requires persons intending to

exercise an activity or to use an industrial process “when it is likely to result in an

emission, deposit, release or rejection of contaminants into the environment or

a change in the quality of the environment” to obtain a certifi cate of authoriza-

tion issued by the Minister in charge of the Environment.

The Boucherville site thus has several authorizations for its diff erent activities, as

follows:

• a certifi cate of authorization for the use of a bifacial cathode coating process;

• a certifi cate of authorization for the construction and use of an LMP® manufac-

turing factory;

• a certifi cate of authorization to increase the maximum production capacity;

• a certifi cate of authorization for the water treatment system.

All these authorizations were initially issued to Avestor, and were subject to an

authorization of sale, as provided for by article 24 of the law on the quality of the

environment, to Bathium (now Blue Solutions Canada) upon the buyout of

Avestor’s assets in 2007. They set out the conditions for use of the activity that

they cover, in particular emissions and waste, the processing of residual hazard-

ous materials and the determination of risks of pollution of the ground and

groundwater. Besides the law on the quality of the environment, these authoriza-

tions require the compliance with other environmental regulations, in particular

the regulation on the quality of the atmosphere (RQA), for example concerning

volatile organic compound (VOC) waste and the regulation on hazardous materi-

als (RMD) concerning the management and storage of hazardous materials.

8.3.2. ENVIRONMENTAL CONSEQUENCES OF BLUE SOLUTIONS’ ACTIVITY

Blue Solutions considers that its activity has little negative impact on the envi-

ronment. During the production process for LMP® technology, the materials used

may interact with water in the air and lead to undesirable chemical reactions

that may adversely aff ect the proper performance of the batteries. The level of

humidity must therefore be controlled and maintained at an extremely low level.

The recently built Ergué-Gabéric site takes into consideration this constraint,

with a production area specially equipped with anhydrous rooms. It also provides

the premises and equipment necessary for the diff erent tests that must be con-

ducted on the products manufactured. Among the diff erent industrial solutions

that can be used to produce ultra-thin films, Blue Solutions has selected the

extrusion manufacturing process, thus building on the expertise of the Bolloré

Group.

This production method presents several signifi cant advantages. First of all, it is

a clean process that does not require the use of pollutants, thus protecting

operators and the environment. Skilled mastery of the extrusion process permits

a high level of reproducibility in the quality of the fi lms produced, which, taking

into account the dimensions considered (a few microns), is technically challeng-

ing. Finally, it is a competitive industrial solution since it makes it possible to

attain high production yields.

For both economic and environmental reasons, the recycling of products manu-

factured by Blue Solutions has been considered from the very start. Through a

research and development program in part supported by the European

Community, a recycling process was studied. It should make it possible to recover

a large part of the lithium metal, vanadium oxide, and lithium salts.

The recycling process for LMP® batteries and supercapacitors is described in

sections 6.2.2.1 and 6.2.2.2 of this document.


9. Financial and operating income review


9.1. FINANCIAL SITUATION

2016 TURNOVER

Turnover for the 2016 fi scal year reached 109.3 million euros, representing a 10% decrease compared with 2015 (121.9 million euros). During the 2016 fi scal year, Blue

Solutions sold 2,460 batteries, compared to 2,849 at the end of December 2015 (–14%).

The sustained level of business with Bluebus was not enough to off set the decline in sales for stationary applications. Sales to Bluecar, which declined marginally, were

supported by battery deliveries to E-Mehari; deliveries for car-sharing fell due to the longer useful life of batteries installed in vehicles in service.

(in millions of euros) December 31, 2016 December 31, 2015 Change

Turnover 109 122 –10%

EBITDA 18 22 –15%

Operating income (0.4) 3 –

Operating margin (in %) –0.4% 2.5% –

Financial income 1.7 (2.9) NA

Net income (0.1) 0 NA

NET INCOME GROUP SHARE (0.1) 0


Net debt 22 19 (3)

Gearing (in %)(1) 16% 14% –

(1) Gearing ratio = Net debt to shareholder equity.

SEPARATE FINANCIAL STATEMENTS

Net income for the year reported a profi t of 7,897 thousand euros.

9.2. EBITDA AND OPERATING INCOME

• EBITDA stands at 18 million euros, a decrease of 15% compared to 2015

(22 million euros).

• Net operating loss totaled –0.4 million euros (+3.2 million euros in 2015).

The decline in EBITDA and the net operating loss are due to:

• the fall in volumes, despite good management of the structural charges;

• the integration of Capacitor Sciences from September 21, 2016;

• continuing R&D eff orts.

Net income 2016 stable compared to 2015Consolidated net income stood at –0.1 million euros, compared with 0.02 million

euros in 2015. It mainly includes positive fi nancial income of 1.7 million euros

(compared to –2.9 million euros in 2015), due to a favorable foreign currency

result (+2.8 million euros, compared with –2.3 million euros in 2015) linked to

the re-evaluation of the Canadian dollar. However, a tax provision (0.9 million

euros) increases the tax charge for fi scal year 2016.

Shareholders’ equity: 138 million euros – net debt: 22 million eurosAt December 31, 2016: shareholders’ equity amounted to 138 million euros, for

net debt of 22 million euros. The ratio of net debt to shareholders’ equity was

16%, versus 14% at end-2015.

9.3. BOLLORÉ OFFER TO SHAREHOLDERS WHO WISH TO

SELL THEIR SHARES AT 17 EUROS

On March 23, 2017, the Board of Directors of Blue Solutions reviewed the compa-

ny’s position and outlook for the coming years. The storage of electricity in bat-

teries is now unanimously recognized as a significant segment. However,

competition is more important and Blue Solutions wants more time to develop

the benefi ts of its LMP® (Lithium Metal Polymer) technology. This technology has

achieved a number of commercial successes in mobility applications (Autolib’,

car-sharing projects in Singapore, London and Los Angeles, and electric buses)

and also off ers signifi cant prospects in stationary applications. As a result of the

simultaneous appearance of competitors in lithium-ion, with large volumes at

low prices, Blue Solutions must review the volumes and sale prices of its batter-

ies. This has led to the following positions:

Decision to not exercise the optionsIn this respect, acting on a proposal from the Chief Executive Offi cer and on the

basis of expert appraisal(1), the Board of Directors of Blue Solutions decided that

it would not exercise the call options held concerning Blue Applications until

their expiry, namely June 30, 2018, considering that it still required very signifi -

cant investment and that it was preferable to focus Blue Solutions’ eff orts on

improving its technology.

Negotiations to be held between Blue Solutions and BolloréThe Boards of Directors of Blue Solutions and Bolloré decided to work together

towards the following objectives:


• review the terms and conditions of the battery supply contract as provided for

by the latter;


previous commitment having ended in June 2016.

(1) Thierry Bergeras was appointed by the Commercial Court of Paris on November 30, 2016 and submitted his report on March 17, 2017.

50 BLUE SOLUTIONS

10. Cash and share capital

The outcome of these negotiations will be announced in a joint press release by

Blue Solutions and Bolloré.

In this respect, Bolloré proposes the following transaction:

Bolloré off er to Blue Solutions shareholders at 17 eurosBolloré, which had listed Blue Solutions at year-end 2013 at 14.50 euros per

share, while remaining bullish on the outlook for LMP® technology, but wishing

to maintain a reasonable growth rate and to continue investing for the long term,

will offer shareholders looking to exit an initial opportunity to sell their Blue

Solutions shares at 17 euros per share. To this end, a proposed tender off er will

be fi led with the French Financial Markets Authority (AMF) before the end of the

fi rst half of 2017, once the aforementioned negotiations are complete and an

independent expert has been appointed to assess whether the off er price is fair.

Bolloré would like to make it clear at this point that it has no plans for a squeeze-

out following this off er.

Shareholders who decide not to accept this offer to remain invested in Blue

Solutions will have a second opportunity to exit following the publication of the

2019 fi nancial statements. In this respect, if the average Blue Solutions share

price over a reference period is below 17 euros, Bolloré will file a new public

off ering on the same price terms as the fi rst. Further details on this commitment

will be provided in the prospectus for the fi rst public off ering.

Three and a half years aft er the initial public off ering of 11% of the capital of Blue

Solutions, these various transactions aim to:

• give shareholders the option to sell their shares;

• allow shareholders who wish to continue to support Blue Solutions in its

investments to subsequently have an exit guarantee and still benefit from

potential increases in the share’s value in the future.


10.1. THE GROUP’S CASH FLOW

10.1.1. OVERVIEW

Financing for Blue Solutions is, if needed, entirely covered by the Bolloré Group via an open-ended cash management agreement which may be canceled at any time,

subject to six months’ advance notice.

10.1.2. CHANGES IN THE CASH FLOW SITUATION

The net cash fl ow for Blue Solutions was 12.5 million euros at December 31, 2016, versus 16.8 million euros at December 31, 2015. It decreased by 4.3 million euros

during the year ended December 31, 2016. It includes a debt on the current account with the Bolloré Group (cash management agreement) and cash available from

the bank accounts.

10.1.3. COMMENTS ON THE STATEMENT OF CASH FLOWS

For the year ended December 31(in thousands of euros) 2015 2016

Net cash fl ow from operating activities 18,288 19,204

Cash fl ow from capital expenditure (16,063) (23,574)

Net cash fl ow from fi nancing activities 59 50

Eff ect of exchange rate fl uctuations (78) 65

Net increase/(decrease) in cash and cash equivalents 2,206 (4,255)

Cash and cash equivalents at the beginning of the period 14,553 16,759

Cash and cash equivalents at the end of the period 16,759 12,504

Net cash flow from operating activities

The net cash flow from operating activities for Blue Solutions amounted to

19.2 million euros in 2016. Its movement is linked to changes in EBITDA and

working capital requirement.

Cash flow from capital expenditure

The cash flow from capital expenditure was –23.6 million euros in 2016 and

–16.1 million euros in 2015. These changes are primarily due to the expansion in

production capacity and the acquisition in 2016 of Capacitor Sciences Inc.

10.2. SOURCES OF FINANCING FOR BLUE SOLUTIONS

Blue Solutions places its surplus cash with the Bolloré Group under a cash

agreement.

The borrowing conditions applied are the average quarterly EONIA, as published

by the European Central Bank each business day, increased by 1.00%. The place-

ment conditions applied are the average quarterly EONIA, as published by the

European Central Bank each business day, increased by 0.50%.

As at December 31, 2016, the net cash position of Blue Solutions was 12.5 mil-

lion euros.

10.3. OFF-BALANCE SHEET COMMITMENTS

At December 31, 2016, the main off-balance sheet commitments for Blue

Solutions can be summarized as follows:

• commitments given within the framework of operational activities, in particular

firm investment commitments for increased capacities at the Brittany and

Canada factories;

• commitments received associated with operational activities, comprised of

guarantees granted by suppliers who received down-payments on orders.


11. Research and development, patents and licenses

The table below shows the signifi cant off -balance sheet commitments for Blue Solutions at December 31, 2016.

(in thousands of euros) Under 1 year From 1 to 5 years More than 5 years Total

Firm investment commitments and other purchase commitments 8,452 0 0 8,452

TOTAL 8,452 0 0 8,452

These commitments concern contracts on the construction of factories in Brittany.

(in thousands of euros) Under 1 year From 1 to 5 years More than 5 years Total

Commitments received within the framework of operating activities 475 71 0 546

TOTAL 475 71 0 546

10.4. CONTRACTUAL OBLIGATIONS

See section 10.3 “Off-balance sheet commitments” of this registration

document.

10.5. RESTRICTION ON THE USE OF CAPITAL

Blue Solutions does not use bank loans. Its debt is thus not subject to any

fi nancial ratios.


11.1. RESEARCH AND DEVELOPMENT

11.1.1. THE R&D TEAMS

Blue Solutions’ R&D teams include over 100 people: engineers, researchers and

technicians specialized in electronics, electrical engineering, electrochemistry,

mechanical and thermal design, digital simulation, and manufacturing processes

and technologies.

Based in Brittany and Quebec, they also work in perfect harmony with the R&D

divisions of the Bolloré Group and the Blue Applications companies.

Blue Solutions also works with other scientists, including those in the public

sector, including the CNRS and CEA laboratories and engineering schools through

collaboration agreements with their research laboratories and with interns or

business dissertation candidates (CIFRE agreements). Research conducted in

collaboration with research organizations is aimed at pooling basic research

funding from public bodies and Blue Solutions development funding to fi nd new

materials or electrochemical material combinations to optimize the functioning

of batteries by lowering the operating temperature or increasing the cyclability.

The research concerning batteries continues to focus on improving elec-

tro-chemical components to increase battery life and operating safety, as well as

to reduce the operating temperature, while developments focus on improving

the reliability of the pack, lowering costs and increasing energy density. At Blue

Solutions Canada, eff orts have been mainly focused on developing a multipack

architecture, with an Energy Storage System of 100 kWh. A number of subjects

relating to the modules, electro-chemical components and the manufacturability

have been systematically analyzed in great depth in order to improve them.

In 2016, Blue Solutions acquired, through its Canadian subsidiary, the Californian

start-up Capacitor Sciences Inc., which develops new electro-chemical materials

that could revolutionize the energy capacity of the energy storage systems. This

company has fi led a number of patents on the use of these materials for very

diverse applications.

Regarding supercapacitors for 2016, research has continued to focus on identify-

ing technical solutions to signifi cantly increase the delivered energy, by evaluat-

ing new materials with greater capacities or which are more stable to increase

nominal voltage, through improvements to electrode manufacturing processes

or by researching more effi cient hybrid electrochemical processes. Developments

have primarily focused on the technical optimization of new modules designed

for the demanding transport, rail or stationary markets, including in particular

compliance with the new European standards in the fi re/smoke applications.

Finally, work continued on simplifying and optimizing existing product designs to

reduce manufacturing costs while retaining the robustness and reliability

demonstrated until now.

In 2016, Blue Solutions’ R&D expenditures amounted to 33.5 million euros, an

increase of 0.6% from 2015.

Blue Solutions’ R&D expenditure is as follows:

Blue Solutions

(in millions of euros) Delta 2016/2015 2016 2015 2014 2013 2012

Blue Solutions(1) (France and Canada) 0.6% 33.5 33.3 24.8 37.0 69.2

Capacitor Sciences 1.3

(1) Since 2012, R&D expenses and specifi c capital expenditure.

52 BLUE SOLUTIONS


Blue Applications’ R&D expenditure is as follows:

Blue Applications


Bluecar 60.21% 77.7 48.5 37.8 15.3 48.9

Bluestorage –46.92% 15.5 29.2 17.2 5.1

Bluetram/Blueboat –76.39% 1.7 7.2 3.5 2.0

Bluebus 3.23% 25.6 24.8

IER –37.76% 8.9 14.3 10.2 5.4 5.1

Polyconseil 7.89% 8.2 7.6 8.8 7.2 0.3

TOTAL 4.56% 137.6 131.6 77.5 35.0 54.3

Blue Applications’ R&D expenditure stood at:

• 77.7 million euros at Bluecar, with the development of a new power train

architecture for a light utility vehicle and the Bluecar® Phase IV Great Series;

• 15.5 millions euros at Bluestorage for the development of the shelter for the

Canal Olympia venues in Africa and a new battery shelter for projects in MWh;

• 25.6 million euros at Bluebus, with the development of a 3-door Bluebus, a

charging system at the station by inverted pantograph and innovative electric

heating;

• 1.7 million euros at Bluetram, for the preparation of the Bluetram project in

response to the call for tenders for the city of Singapore.

The IER group continued its research in 2016 on new markets, while at the same

time developing new products in its core markets. 12.3 million euros spent on

R&D, including 2.9 million euros on car-sharing and onboard systems, 2.7 million

euros on terminals and printers, 1.7 million euros for system integration and

RFID, 0.3 million euros on parking applications and minutes, and 1.2 million

euros on transverse subjects.

The total for both perimeters amounts to:


Blue Solutions(1) (France and Canada) 0.6% 33.5 33.3 24.8 37.0 69.2

Capacitor Sciences 1.3

Blue Applications 4.56% 137.6 131.6 77.5 35.0 54.3

TOTAL 4.55% 172.4 164.9 102.3 72.0 123.5

(1) Since 2012, R&D expenses and specifi c capital expenditure.

The total amount of R&D is 172.4 million euros, an increase of 4.55% from 2015.

11.1.2. KEY TECHNOLOGIES

LMP® batteries are a key technology for Blue Solutions, which has protected it

through numerous patents since research began. The complementary nature of

Blue Solutions Canada and Blue Solutions patents is a key advantage in LMP®

battery protection.

Blue Solutions’ batteries are used in all activities within the Blue Applications

scope: cars, buses, trams, shelters, smart grids, etc.

Another key Blue Solutions technology is the supercapacitor, which recharges

very quickly (in under two minutes) and is essential to Bluetrams operation.

In addition, there is the technology provided by CSI, the American company

acquired in 2016 (see above).

As regards car sharing, Bluecarsharing has exclusive expertise in the computer

system and technical skills to directly track thousands of vehicles in real time.

This know-how is protected by more than 30 patent families, which are currently

being extended abroad, and the copyright on the soft ware developed for that

purpose.



11.2. INTELLECTUAL PROPERTY

11.2.1. IMPORTANCE OF PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS FOR BLUE SOLUTIONS

Blue Solutions’ industrial property includes important know-how protected by a portfolio of patents and trademarks. This includes:

Blue Solutions

Patents fi led in 2016 Full valid portfolio (all countries)

Total Of which in France 2016 2015 Delta 2016/2015

Blue Solutions 114 11 824 710 16.06%

Blue Solutions Canada 11 7(1) 579 508 13.98%

TOTAL 125 18 1,403 1,218 15.19%

(1) For Blue Solutions Canada, Canada saw the most registrations, and not France.

The portfolio increased by 15.19% overall, which includes extensions on new Blue Solutions patents. At the same time, the Blue Solutions Canada portfolio increased

by eight units.

Extensions of patents abroad take into account both the countries where competitors exist and countries where there are potential markets for products, which need

to be protected as a result.

Blue Applications scope



IER 14 2 86 95 –9.47%

Bluecarsharing 12 0 95 83 14.46%

Bluecar 1 1 3 2 50.00%

Bluebus 37 3 61 24 154.17%

Bluetram 3 1 8 5 60.00%

TOTAL 67 7 253 209 21.05%

The current portfolio grew by 21.05% due to the protections required for Bluecarsharing and Bluebus. It should be noted that 24 patents were fi led for the design of

the 12-meter Bluebus developed in 2015.

The total for both perimeters amounts to



Blue Solutions 114 11 824 710 16.06%

Blue Solutions Canada Inc. 11 7(1) 579(2) 508 13.98%

IER 14 2 86 95 –9.47%

Bluecarsharing 12 0 95 83 14.46%

Bluecar 1 1 3 2 50.00%

Bluebus 37 3 61 24 154.17%

Bluetram 3 1 8 5 60.00%

TOTAL 192 25 1,656 1,427 16.05%

(1) For Blue Solutions Canada, the United States saw the most registrations, and not France.

(2) Of which the full valid portfolio of Capacitor Sciences Inc: 63.

54 BLUE SOLUTIONS

14. Administrative and management bodies

11.2.2. SHARING OF RIGHTS AND LICENSES

Blue Solutions has developed its own technologies protected by the filing of

patent applications and its own know-how as much as possible through the work

of its R&D teams and in order to minimize the risks of dependency with respect

to patents held by third parties.

However, certain industrial property rights used by Blue Solutions were devel-

oped in association with universities or research centers. In each of these cases,

Blue Solutions’ rights are governed by a contract that grants an exclusive operat-

ing license to Blue Solutions in its broadly defi ned sector of activity.

Moreover, a substantial portfolio of intangible assets could provide leverage in

negotiating licenses with third parties where it is deemed necessary to saturate a

market without creating additional means of production.

It will be possible for example to give car-sharing technology licenses as a white

label to partners, thanks to the portfolio of intangible assets (patents, know-how

and soft ware copyright) created since the start of this activity.

11.2.3. TRADEMARKS

Over 300 trademarks are held or used by Blue Solutions and Blue Applications.

Trademarks may be owned by either of these two companies or by Bolloré.

However, in all cases, the exploiting company, even if it does not own the trade-

mark, has a licensing agreement that gives it the right to use the trademarks.

Like patents, trademarks are subject to signifi cant availability searches before

they are fi led. The Group’s policy is to secure the trademarks as soon as possible

when their need is identifi ed at an early stage.

Blue Solutions also extensively monitors trademarks fi led by third parties that

contain the term “Blue”, so that it can oppose them whenever the company

deems it necessary upon their issuance. This guarantees that the company can

use its own trademarks without interference.

11.2.4. DRAWINGS AND MODELS

Blue Solutions and the Blue Applications companies also protect the aesthetic

aspects of the products they develop.

This occurs with various Bluecar®, Bluesummer or Blueutility models, Bluebuses

and 6-, 12- or 18-meter Bluetrams, and various car-sharing terminals.

12 . Trend information

12.1. FUTURE PROSPECTS AND GOALS

Blue Solutions believes that the markets in which it operates have excellent

prospects for growth and aims to become a leading global player in energy

management solutions by implementing the strategy presented in section 6.4

“Strategy” of this registration document. Its goal is to become a major operator in

mobility markets and in the non-mobile market by offering, through Blue

Applications, services that will provide recurring revenues. Blue Applications

therefore aims to remain Blue Solutions’ top customer.

Blue Solutions does anticipate, however, significant expenditure in the near

future, inasmuch as its business activity and production capacity remain in the

development phase. Moreover, Blue Solutions has still not succeeded in estab-

lishing LMP® (lithium metal polymer) technology as a reference technology, and

it considers that there is still a risk that other technologies, either existing or

future, could prove to be more effi cient.

Electricity storage in batteries responds to the increasing needs linked to the

development of renewable energies. However, there is more competition, and

Blue Solutions would like to give itself more time to develop the benefi ts of its

LMP® (lithium metal polymer) technology. This technology has achieved a num-

ber of commercial successes in mobility applications (Autolib’, car-sharing pro-

jects in Singapore, London and Los Angeles, and electric buses) and also off ers

important possibilities in stationary applications. As a result of the simultaneous

appearance of competitors in lithium-ion, with large volumes at low prices, Blue

Solutions must review the volumes and sale prices of its batteries.

All of the above have determined the following positions:

• acting on a proposal from the Chief Executive Offi cer and on the basis of the

appraisal of Thierry Bergeras, the expert appointed by the Presiding Judge of

the Paris Commercial Court on November 30, 2016, the Board of Directors of

Blue Solutions, in its meeting of March 23, 2017, decided that it would not

exercise the call options it had concerning Blue Applications until expiry,

namely June 30, 2018, considering that it still required very signifi cant invest-

ment and that it was preferable to focus Blue Solutions on improving its

technology;

• the Boards of Directors of Blue Solutions and Bolloré decided to work together

towards the following objectives:

– establish a new window for exercising the options,

– revise the terms of the battery procurement contract, as the contract provides,

and

– agree a new contract to provide Blue Solutions with fi nancing from Bolloré, the


The result of these negotiations will be published in a press release. In this

respect, the 2017 objectives for Blue Solutions are no longer up to date.

Blue Applications still aims to operate seven car-sharing projects in 2017,

including Autolib’, Bluely, Bluecub and Indianapolis.

13. Pro fi t forecasts and estimatesBlue Solutions does not report profi t forecasts or estimates.


14.1. INFORMATION ON ADMINISTRATIVE

AND MANAGEMENT BODIES

14.1.1. STATUTORY INFORMATION AND MODE OF MANAGEMENT

At its meeting of June 3, 2016, the Board of Directors, deliberating in accordance

with the articles of association and having concluded that the current mode of

management was an eff ective way to deal with the demands of the operational

developments to be undertaken while observing the mandates and strategy of

the Group, decided to maintain the option to separate the functions of Chairman

of the Board of Directors and Chief Executive Offi cer.

At its meeting of June 3, 2016, the Board of Directors reappointed Vincent Bolloré

as Chairman of the Board of Directors for the duration of his term of offi ce as

director, that is, until conclusion of the Ordinary General Meeting called to


As required by law, the Chairman of the Board of Directors organizes and man-

ages the work of the Board and reports on it to the General Meeting; he sees to it

that the company’s bodies run smoothly and, in particular, that the directors are

in a position to fulfi ll their tasks.

At its meeting of June 3, 2016, the Board of Directors re-appointed Gilles Alix to

the role of Chief Executive Offi cer for a period of three years, that is, until conclu-

sion of the Ordinary General Meeting called to approve the fi nancial statements

for the year ended December 31, 2018. Subject to the powers accorded by law to

Shareholders’ Meetings and to the Board of Directors, and within the scope of the

company’s corporate purpose, the Chief Executive Offi cer is granted the broadest

powers to act in the name of the company in any circumstances. The delegations

of authority granted by his predecessors remain in place, unless the Chief

Executive Offi cer decides otherwise.

On March 19, 2015, the Board of Directors ratified the position of Didier

Marginèdes as Vice-Chairman for the duration of his current term as director and

any subsequent reappointments. The Ordinary General Meeting of June 4, 2015

reappointed Didier Marginèdes as a director for a term of three years, until the

Ordinary General Meeting to be called to approve the fi nancial statements for the

year ending December 31, 2017.



14.1.2. COMPOSITION OF THE ADMINISTRATIVE AND MANAGEMENT BODIES

At the date of this document, the Board of Directors has nine members; the Chief Executive Offi cer, Gilles Alix, is not a director.

Directors Nationality Date of birth Gender

Start of term

of offi ce

Date term

last

renewed End of term of offi ce

Inde-

pen-

dent

director

Attend-

ance

rate of

Board

meeting

Mem-

ber of

the

Board of

Directors

Attend-

ance rate

of the

Commit-

tee

meeting

Vincent Bolloré,

Chairman of the Board

of Directors

French April 1, 1952 M August 30,

2013

June 3,

2016

2019 (GM approving

the 2018 fi nancial

statements)

– 100% – –

Didier Marginèdes

Vice-Chairman

French September 30,

1954

M August 30,

2013

June 4,

2015

2018 (GM approving

the 2017 fi nancial

statements)

– 100% – –

Cyrille Bolloré French July 19,

1985

M August 30,

2013

June 4,

2015

2018 (GM approving

the 2017 fi nancial

statements)

– 100% – –

Marie Bolloré French May 8,

1988

F June 3,

2016

– 2019 (GM approving

the 2018 fi nancial

statements)

– 100% – –

Sébastien Bolloré French January 24,

1978

M June 5,

2014

– 2017 (GM approving

the 2016 fi nancial

statements)

– 100% – –

Virginie Courtin French June 9,

1985

F September 23,

2013

June 3,

2016

2019 (GM approving

the 2018 fi nancial

statements)

Yes 66% – –

Valérie Hortefeux French December 14,

1967

F August 30,

2013

June 4,

2015

2018 (GM approving

the 2017 fi nancial

statements)

Yes 100% Audit

Com-

mittee

CAC(1)

100%

100%

Jean-Louis Milin French February 18,

1946

M August 30,

2013

June 4,

2015

2018 (GM approving

the 2017 fi nancial

statements)

Yes 33% Audit

Com-

mittee

CAC(1)

100%

100%

Martine Studer French/

Ivorian

January 30,

1961

F August 30,

2013

June 4,

2015

2018 (GM approving

the 2017 fi nancial

statements)

– 100% CAC(1) 50%

(1) Compensation and Appointments Committee (CAC).

56 BLUE SOLUTIONS


14.1.3. EXPERTISE AND LIST OF EXECUTIVE OFFICES AND POSITIONS OF THE COMPANY OFFICERS

In accordance with the provisions of article L. 225-102-1, paragraph 4, we set out

here below a list of all offi ces and positions held by each company offi cer, in any

company, during the fi scal year.

Gilles ALIX, Chief Executive Offi cerBorn on October 11, 1958. French.

Date appointed: August 30, 2013. Date renewed: June 3, 2016.

End of term of offi ce: December 31, 2018.

Business address

Tour Bolloré

31-32, quai de Dion-Bouton

92811 Puteaux Cedex

Expertise and management experience

Graduate of the École supérieure de commerce de Lyon (1981).

Certifi ed Public Accountant (1987).

Chief Executive Offi cer of the Bolloré Group.

Chief Executive Offi cer of Blue Solutions since August 30, 2013.

Number of company shares held: 571.

Offi ces held in 2016

Corporate offi ces held in French companies

— Corporate offi ces held within the Bolloré Group

• Chief Executive Offi cer of Blue Solutions(1);

• Chief Executive Offi cer of BlueElec (SAS), Bluesun (SAS) and Bolloré Transport &

Logistics Corporate (formerly Bolloré Transport & Logistics) SAS;

• Chairman of Bluestorage (SAS), Bluecub (SAS), Bluely (SAS), Company Autolib’

(SAS), Bluealliance (SAS), BlueProject (SAS), Bluelib (SAS) and Société Bordelaise

Africaine (SAS);

• Director of Bluebus and Compagnie des Tramways de Rouen;

• Director of Bolloré Africa Logistics, Whaller and Bolloré Logistics (SAS);

• Permanent representative of Bolloré Participations on the Board of Directors of

Bolloré(1);

• Permanent representative of Bolloré on the Boards of Directors of Bolloré

Énergie, Financière de Cézembre, MP 42 and Société Française Donges-Metz;

• Permanent representative of MP 42 on the Board of Directors of Socotab;

• Permanent representative of Financière de Sainte-Marine on the Board of

Directors of Havas(1);

• Member of the Executive Board of Havas Media Africa (SAS);

• Member of the Supervisory Board of Sofi bol;

• Member of the Management Committee of BlueProject;

• Director of Havas Media France (SA).

— Other corporate offi ces

• Director of Fred & Farid Group (SAS);

• Member of the Strategic Planning Committee of CD Africa.

Corporate offi ces held in non-French companies


• Chairman of the Board of Directors of African Investment Company,

Participaciones y Gestion Financiera SA and Pargefi Helios Iberica Luxembourg;

• Director of Bolloré Transport & Logistics Gabon (formerly Bolloré Africa Logistics

Gabon), Blue Solutions Canada Inc. (formerly Bathium Canada Inc.), Empresa de

Manutencion y Consignation Maritima SA, International de Desarollo

Portuarios SA, Movimentios Porturios Internacionales SA, Operativa

Internacional Porturia SA, Participaciones e Inversiones Porturias SA,

Participaciones Ibero Internacionales SA, PDI, Progosa Investment, PTR

Finances SA, Sorebol SA, SNO Investments Ltd, Pargefi Helios Iberica

Luxembourg and Sorebol UK Ltd;

• Permanent representative of Socopao SA on the Board of Directors of Douala

International Terminal, of Société de Participations Africaines on the Boards of

Directors of Bolloré Transport & Logistics Sénégal (formerly Bolloré Africa

Logistics Sénégal) and Conakry Terminal, of Société d’Exploitation Portuaire

Africaine on the Board of Directors of Bolloré Transport & Logistics Congo (for-

merly Bolloré Africa Logistics Congo), of SDV Mining Antrak Africa on the Boards

of Bolloré Transport & Logistics Cameroun (formerly Bolloré Africa Logistics

Cameroun) and of Congo Terminal, of Société Bordelaise Africaine on the Board

of La Forestière Équatoriale, and of SCCF on the Board of Camrail;

• Managing Director of JSA Holding BV;

• Chairman of the Executive Committee of Blue Congo.


None.





• Chief Executive Offi cer of BlueElec (SAS), Bluesun (SAS) and Bolloré Transport

Logistics (SAS);

• Chairman and Chief Executive Offi cer of Société Bordelaise Africaine;

• Chairman of Bluestorage (SAS), Bluecub (SAS), Bluely (SAS), Société Autolib

(SAS), Bluealliance (SAS), BlueProject (SAS), Bolloré Transport Logistics

International (SAS) and Bluelib (SAS);

• Director of Bluebus, Compagnie des Tramways de Rouen, and Société

Bordelaise Africaine;

• Director of Bolloré Africa Logistics, Whaller and Bolloré Logistics (SAS);


Bolloré(1);








• Member of the Management Committee of BlueProject;

• Director of Havas Media France (SA).






• Chairman of the Board of Directors of African Investment Company,

Participaciones y Gestion Financiera SA and Pargefi Helios Iberica Luxembourg;

• Director of Bolloré Africa Logistics Gabon (formerly SDV Gabon), Blue Solutions

Canada Inc. (formerly Bathium Canada Inc.), Empresa de Manutencion y

Consignation Maritima SA, International de Desarollo Portuarios SA,

Movimentios Porturios Internacionales SA, Operativa Internacional Porturia SA,

Participaciones e Inversiones Porturias SA, Participaciones Ibero

Internacionales SA, PDI, Progosa Investment, PTR Finances SA, Sorebol SA, SNO

Investments Ltd, Pargefi Helios Iberica Luxembourg and Sorebol UK Ltd;


International Terminal, of Société de Participations Africaines on the Board of

Directors of Bolloré Africa Logistics Sénégal and Conakry Terminal, of Société

d’Exploitation Portuaire Africaine on the Board of Directors of Bolloré Africa

Logistics Congo (formerly SDV Congo), of SDV Mining Antrak Africa on the Board

of Bolloré Africa Logistics Cameroun and of Congo Terminal and Société

Bordelaise Africaine on the Board of La Forestière Équatoriale;

• Managing Director of JSA Holding BV.


None.





• Chief Executive Offi cer of BlueElec (SAS);

• Chief Executive Offi cer of Bolloré Transport Logistics (SAS);


• Chairman of Bluesun, Bluecub, Bluely, Société Autolib’ and Bluealliance (for-

merly Financière de l’Argol) (SAS);

• Director of Bluebus (formerly Gruau Microbus), Compagnie des Tramways de

Rouen, Société Bordelaise Africaine and Whaller;

• Chairman of Bolloré Africa Logistics;


Bolloré(1);



• Permanent representative of MP 42 on the Board of Directors of Socotab.

(1) Listed company.





• Permanent representative of Sofi prom on the Board of Directors of Kerne Finance;



• Director of Havas Media France (SA);

• Permanent representative of Bolloré on the Board of Directors of W&Cie (SA).



• Director of Isodev;




• Chairman of the Board of Directors of Automatic Systems, African Investment

Company, Participaciones y gestion financiera SA and Pargefi Helios Iberica

Luxembourg SA;

• Director of Automatic Systems, Camrail, Bolloré Africa Logistics Gabon (formerly

SDV Gabon), Blue Solutions Canada Inc. (formerly Bathium Canada Inc.), Empresa

de Manutencion y Consignation Maritima SA, International de Desarollo

Portuarios SA, Movimentios Porturios Internacionales SA, Operativa Internacional

Porturia SA, Participaciones e Inversiones Porturias SA, Participaciones Ibero


Investments Ltd, Pargefi Helios Iberica Luxembourg and Sorebol UK Ltd;


International Terminal, of Société de Participations Africaines on the Board of

Directors of Bolloré Africa Logistics Sénégal, of Société d’Exploitation Portuaire

Africaine on the Board of Directors of Bolloré Africa Logistics Congo (formerly

SDV Congo), and of SDV Mining Antrak Africa on the Board of Directors of

Bolloré Africa Logistics Cameroun;



None.





• Chief Executive Offi cer of BlueElec (SAS);


• Chairman of BlueSun, Bluecub, Bluely, IER and Société Autolib’ (SAS);

• Director of Bluebus (formerly Gruau Microbus), Compagnie des Tramways de

Rouen, Société Bordelaise Africaine and Whaller;

• Member of the Management Committee of Bolloré Telecom (SAS);


Bolloré(1);


Énergie, Financière Moncey(1), Financière de Cézembre, MP 42 and Société

Française Donges-Metz;







• Director of Euro Media Group;


• Director of Isodev.





Luxembourg SA;


SDV Gabon), Blue Solutions Canada Inc. (formerly Bathium Canada Inc.), Empresa

de Manutencion y Consignation Maritima SA, International de Desarollo

Portuarios SA, Movimentios Porturios Internacionales SA, Operativa Internacional

Porturia SA, Participaciones e Inversiones Porturias SA, Participaciones Ibero


Investments Ltd and Pargefi Helios Iberica Luxembourg;

• Permanent representative of Société Bordelaise Africaine on the Board of

Directors of Forestière Équatoriale(1), of Socopao SA on the Board of Directors

of Douala International Terminal, of Société de Participations Africaines on the

Boards of Directors of Abidjan Terminal (formerly SETV), Bolloré Africa Logistics

Sénégal and Bolloré Africa Logistics Côte d’Ivoire, of Société d’Exploitation

Portuaire Africaine on the Board of Directors of Bolloré Africa Logistics Congo

(formerly SDV Congo), of SDV Mining Antrak Africa on the Board of Directors of




• Director of Bolera Minera.




• Chairman of IER and Société Autolib’ (SAS);

• Director of Gruau Microbus;

• Member of the Management Committee of Bolloré Telecom (SAS);


Bolloré;


Énergie, Financière Moncey, Financière de Cézembre, MP 42 and Société





• Chairman of Havas Digital Media (SAS);




• Director of Euro Media Group;

• Director of Fred & Farid Paris (SAS) and Fred & Farid Group (SAS);

• Director of Isodev.





Luxembourg SA;


SDV Gabon), Bathium Canada Inc., Empresa de Manutención y Consignación

Maritima SA, Internacional de Desarrollo Portuarios SA, Movimientos Portuarios

Internacionales SA, Operativa Internacional Portuaria SA, Participaciones e

Inversiones Portuarias SA, Participaciones Ibero Internacionales SA, PDI,

Progosa Investment, PTR Finances SA, Sorebol SA, SNO Investments Ltd and

Pargefi Helios Iberica Luxembourg;

• Permanent representative of Société Bordelaise Africaine on the Board of

Directors of Forestière Équatoriale, of Socopao SA on the Board of Directors of

Douala International Terminal, of Société de Participations Africaines on the

Boards of Directors of Abidjan Terminal (formerly SETV), Bolloré Africa Logistics

Sénégal and Bolloré Africa Logistics Côte d’Ivoire, of Société d’Exploitation

Portuaire Africaine on the Board of Directors of Bolloré Africa Logistics Congo

(formerly SDV Congo), of SDV Mining Antrak Africa on the Board of Directors of




• Director of Bolera Minera.

Vincent BOLLORÉ, Chairman of the Board of Directors

Business address

Tour Bolloré


92811 Puteaux Cedex


Industrial management, Chairman of the Bolloré Group since 1981.


(1) Listed company.

58 BLUE SOLUTIONS





• Chairman and Chief Executive Offi cer of Bolloré(1) and Bolloré Participations

(SA);

• Chairman of the Board of Directors (separate Chairman and Chief Executive

Offi cer) of Financière de l’Odet(1) and Blue Solutions(1);

• Chairman of Somabol (SCA);

• Chief Executive Offi cer of Omnium Bolloré (SAS) and Financière V (SAS);

• Director of Blue Solutions(1), Bolloré(1), Bolloré Participations, Financière

Moncey(1), Financière de l’Odet(1), Financière V and Omnium Bolloré;

• Permanent representative of Bolloré Participations on the Board of Société

Industrielle et Financière de l’Artois(1);

• Permanent representative of Bolloré Participations on the Supervisory Board of

Compagnie du Cambodge(1).


• Chairman and member of the Supervisory Board of Vivendi(1);

• Permanent representative of Bolloré on the Board of Fred & Farid Group (SAS);

• Chairman and member of the Supervisory Board of the Canal+ group (SA).



• Chairman of the Boards of Directors of Nord-Sumatra Investissements,

Financière du Champ de Mars and BB Groupe SA;

• Director of BB Group SA and Plantations des Terres Rouges;

• Acting Director of Nord-Sumatra Investissements and Financière du Champ de

Mars;


Bolloré Transport & Logistics Congo (formerly Bolloré Africa Logistics Congo).


• Vice-Chairman of Société des Caoutchoucs de Grand Bereby (SOGB)(1) and

Bereby Finances;

• Director of Socfi naf (formerly Intercultures)(1), Liberian Agricultural Company

(LAC), Plantations Nord-Sumatra Ltd, Socfi n (formerly Socfi nal)(1), Socfi nasia(1),

Socfindo, Socfin KCD, Socfin Agricultural Company Ltd (SAC), Plantations

Socfi naf Ghana Ltd (PSG), Coviphama Ltd and Socfi nco FR;

• Permanent representative of Bolloré Participations on the Boards of Directors

of Bereby Finances, Société Camerounaise de Palmeraies (Socapalm)(1), Société

des Caoutchoucs de Grand Bereby (SOGB)(1), Brabanta and SAFA Cameroun(1).




• Chairman and Chief Executive Offi cer of Bolloré(1) and Bolloré Participations;



• Chairman of Somabol;

• Chief Executive Offi cer of Omnium Bolloré and Financière V;

• Director of Blue Solutions(1) (formerly Batscap), Bolloré(1), Bolloré Participations,

Financière Moncey(1), Financière de l’Odet(1), Financière V and Omnium Bolloré;







• Permanent representative of Bolloré on the Board of Fred & Farid Group;

• Chairman and Member of the Supervisory Board of Canal+ group.



• Chairman of the Boards of Directors of Nord-Sumatra Investissements and

Financière du Champ de Mars;

• Director of BB Group and Plantations des Terres Rouges;


Mars;


Bolloré Africa Logistics Congo (formerly SDV Congo).



Bereby Finances;

• Director of Socfi naf (formerly Intercultures)(1), Liberian Agricultural Company

(LAC), Plantations Nord-Sumatra Ltd, Socfi n (formerly Socfi nal)(1), Socfi nasia(1),

Socfindo, Socfin KCD, Socfin Agricultural Company Ltd (SAC), Plantations

Socfi naf Ghana Ltd (PSG), Coviphama Ltd and Socfi nco FR;







• Chairman and Chief Executive Offi cerof Bolloré(1) and Bolloré Participations;













• Permanent representative of Bolloré on the Board of Fred & Farid Group;

• Member of the Supervisory Board of Canal+ group.



• Chairman of Nord-Sumatra Investissements and Financière du Champ de Mars;



Mars;


Bolloré Africa Logistics Congo (formerly SDV Congo).



Bereby Finances;

• Director of Centrages, Socfi naf (formerly Intercultures)(1), Liberian Agricultural

Company (LAC), Plantations Nord-Sumatra Ltd, Socfin (formerly Socfinal)(1),

Socfi nasia(1), Socfi ndo and Socfi n KCD;















of Société Anonyme Forestière et Agricole (SAFA) and Société Industrielle et

Financière de l’Artois(1);




• Vice-Chairman and member of the Supervisory Board of Vivendi(1);

• Permanent representative of Bolloré on the Board of Fred & Farid Group.

(1) Listed company.





• Chairman of Nord-Sumatra Investissements and Financière du Champ de Mars;



Mars;


of SAFA Cameroun(1) and Bolloré Africa Logistics Congo (formerly SDV Congo).



Bereby Finances;



Socfi nasia(1), Socfi nco, Socfi ndo and Socfi n KCD;


of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise

de Palmeraies (Socapalm)(1) and Société des Caoutchoucs de Grand Bereby

(SOGB)(1);

• Joint manager of Brabanta.






Offi cer) of Financière del’Odet(1) and Havas(1);



• Director of Batscap, Bolloré(1), Bolloré Participations, Matin Plus, Financière

Moncey(1), Financière de l’Odet(1),Havas(1), Havas Media France, Financière V and

Omnium Bolloré;


of Société Anonyme Forestière et Agricole (SAFA), Société des Chemins de Fer et

Tramways du Var et du Gard, Société Industrielle et Financière de l’Artois(1),

Société Bordelaise Africaine and Compagnie des Tramways de Rouen;




• Member of the Supervisory Board of Vivendi(1);

• Permanent representative of Bolloré on the Board of Fred & Farid Paris;

• Permanent representative of Bolloré on the Board of Fred & Farid Group.



• Chairman of Champ de Mars Investissements, Financière Nord-Sumatra, Nord-

Sumatra Investissements and Financière du Champ de Mars;

• Director of BB Group, Champ de Mars Investissements, Financière Nord-

Sumatra, Plantations des Terres Rouges(1), SDV Gabon and Bolloré Africa

Logistics Sénégal (formerly SDV Sénégal);


Mars;


of Bolloré Africa Logistics Cameroun (previously Saga Cameroun), SAFA

Cameroun(1) and Bolloré Africa Logistics Congo (formerly SDV Congo).


• Vice-Chairman of Generali(1), Société des Caoutchoucs de Grand Bereby (SOGB)(1) and Bereby Finances;



Socfi nasia(1), Socfi nco, Socfi ndo, Socfi n KCD and Generali(1);


of Bereby Finances, Palmeraies du Cameroun (Palmcam), Société Camerounaise

de Palmeraies (Socapalm)(1) and Société des Caoutchoucs de Grand Bereby

(SOGB)(1);

• Joint manager of Brabanta.

Didier MARGINÈDES, Vice-Chairman

Business address

Tour Bolloré


92811 Puteaux Cedex


Graduate of École supérieure d’électricité.

Master of Sciences from University of Berkeley (USA). Executive MBA from INSEAD.

Director of R&D for stationary and onboard electricity storage solutions.

Vice-Chairman of Blue Solutions since August 30, 2013.





• Vice-Chairman of Blue Solutions(1);

• Chairman of Bluecarsharing (formerly IER Systems);

• Director of Blue Solutions(1), Bluebus (formerly Gruau Microbus) and Cirtem.


None.



• Director of Blue Solutions Canada Inc. (formerly Bathium Canada Inc.).


None.








None.



• Director of Blue Solutions Canada (formerly Bathium Canada Inc.).


None.








None.





None.








None.

(1) Listed company.

60 BLUE SOLUTIONS






None.




• Chairman of IER Systems;

• Director of Gruau Microbus and Cirtem.


None.



• Director of Bathium Canada Inc.


None.

Cyrille BOLLORÉ

Business address

Tour Bolloré


92811 Puteaux Cedex


Graduate of the University of Paris-IX-Dauphine (Master [MSc] in Economics and

Management – Major in Finance).

Deputy Manager of supplies and logistics of Bolloré Énergie from November 2007

to November 2008.

Manager of supplies and logistics of Bolloré Énergie from December 2008 to

August 2010.

Chief Executive Officer of Bolloré Énergie from September 1, 2010 to

September 2011. Chairman of Bolloré Énergie since October 3, 2011.

Vice-Chairman and Chief Executive Officer of Bolloré since August 31, 2012.

Chairman of Bolloré Logistics until December 2014.

Chairman of Bolloré Transport Logistics from November 2014 to May 2016.

Chairman of Bolloré Transport & Logistics Corporate (formerly Bolloré Transport &

Logistics) since April 2016.

Deputy Chief Executive Offi cer of Bolloré since June 5, 2013.

Number of company shares held: 4,566.




• Chairman of the Board of Directors of Bolloré Énergie;

• Chairman of Bolloré Transport & Logistics Corporate (formerly Bolloré Transport

& Logistics);

• Deputy Chief Executive Offi cer of Bolloré(1);

• Chief Executive Offi cer of Société Industrielle et Financière de l’Artois(1);

• Vice-Chairman and Chief Executive Offi cer of Bolloré(1);

• Director of Bolloré(1), Bolloré Énergie, Bolloré Participations, Financière de

l’Odet(1), Financière V, Omnium Bolloré, Société Industrielle et Financière de

l’Artois(1), Blue Solutions(1) and Bolloré Africa Railways;

• Permanent representative of Compagnie du Cambodge(1) on the Board of

Financière Moncey(1);

• Permanent representative of Financière de Cézembre on the Board of Société


• Permanent representative of Bolloré Transport & Logistics Corporate on the

Boards of Bolloré Africa Logistics and Bolloré Logistics;

• Chairman of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);

• Member of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1);

• Chairman of BlueElec.


• Vice-Chairman of the Comité Professionnel des Stocks Stratégiques Pétroliers.



• Director of CICA SA (CH), Satram Huiles SA (CH), Financière du Champ de Mars,

SFA SA, Nord-Sumatra Investissements, Plantations des Terres Rouges and

African Investment Company;

• Permanent representative of Socapao on the Board of Congo Terminal;

• Permanent representative of Société de Participations Africaines on the Boards

of Douala International Terminal and Bolloré Transport & Logistics Congo (for-

merly Bolloré Africa Logistics Congo);

• Permanent representative of Société Financière Panafricaine on the Board of

Camrail.


None.





• President of Bolloré Africa Logistics;


• Chief Executive Offi cer of Société Industrielle et Financière de l’Artois(1)




l’Artois(1), Blue Solutions(1) and Bolloré Africa Railways;



• Permanent representative of Financière de Cézembre on the Board of Société


• Permanent representative of Bolloré Transport Logistics on the Board of

Bolloré Africa Logistics;


Bolloré Logistics;








• Director of CICA SA (CH), Satram Huiles SA (CH), Financière du Champ de Mars,

SFA SA, Nord-Sumatra Investissements, Plantations des Terres Rouges and

African Investment Company;

• Permanent representative of Socapao on the Board of Congo Terminal;

• Permanent representative of Société de Participations Africaines on the Boards

of Douala International Terminal and Bolloré Africa Logistics Congo;

• Permanent representative of Société Financière Panafricaine on the Board of

Camrail.


None.





• President of Bolloré Africa Logistics;


• Chief Executive Offi cer of Société Industrielle et Financière de l’Artois(1);




l’Artois(1) and Blue Solutions(1);



• Permanent representative of Bolloré Énergie on the Board of La Charbonnière;


Bolloré Africa Logistics;



(1) Listed company.





• Member of the Management Board of Société des Pipelines de Strasbourg SARL;




• Director of CICA SA (CH), Satram Huiles SA (CH), Financière du Champ de Mars

SFA SA, Nord-Sumatra Investissements and Plantations des Terres Rouges;

• Director of CIPCH BV (NL).


None.




• Chairman of the Boards of Directors of Bolloré Énergie and SFDM (Société

Française Donges-Metz);


• Vice-Chairman and Managing Director of Bolloré(1);


l’Odet(1), Financière V, Omnium Bolloré, SFDM, Société Industrielle et Financière

de l’Artois(1) and Blue Solutions(1);



• Permanent representative of Sofi prom on the Board of La Charbonnière;





• Chairman of the FFPI (Fédération Française des Pétroliers Indépendants);

• Director of Les Combustibles de Normandie;


• Permanent representative of Bolloré Énergie on the Board of Directors

of SAGESS (Société Anonyme de Gestion de Stocks de Sécurité);

• Permanent representative of Petroplus Marketing France SAS on the Board of

Trapil.



• Director of CICA, Satram Huiles SA, Financière du Champ de Mars and SFA SA;

• Director of CIPCH BV.


None.




• Chairman of the Boards of Directors of Bolloré Énergie and SFDM (Société

Française Donges-Metz);

• Vice-Chairman and Chief Executive Director of Bolloré;


l’Odet(1), Financière V, Omnium Bolloré and SFDM;

• Permanent representative of Sofi prom on the Board of La Charbonnière;

• Chairman of the Supervisory Board of Sofi bol.


• Chairman of the FFPI (Fédération Française des Pétroliers Indépendants);

• Director of Les Combustibles de Normandie;


• Permanent representative of Bolloré Énergie on the Board of Directors

of SAGESS (Société Anonyme de Gestion de Stocks de Sécurité).



• Director of CICA and Satram Huiles SA;

• Director of CIPCH BV.


None.

Marie BOLLORÉ

Business address

Tour Bolloré


92811 Puteaux Cedex

Degree in Management at the University of Paris-IX-Dauphine (2006-2010).

Master 1 in Marketing at the University of Paris-IX-Dauphine (2010-2011).

Master 2 in Management, Business Process Manager course at the University of

Paris-IX-Dauphine (2012-2013).


Chief Executive Offi cer of the Electric Mobility Applications Division of the Bolloré

Group since 2016.

Marketing Manager – Blue Solutions (2014).





• Chief Executive Offi cer of electrical mobility applications;

• Director of Bolloré(1), Financière de l’Odet(1), Société Industrielle et Financière

de l’Artois(1) Blue Solutions(1), Bolloré Participations, Financière V and Omnium

Bolloré;

• Member of the Supervisory Boards of Sofi bol and Compagnie du Cambodge(1).


None.



None.


• Director of Mediobanca(1).





de l’Artois(1), Bolloré Participations, Financière V and Omnium Bolloré;



None.



None.







de l’Artois(1), Bolloré Participations, Financière V and Omnium Bolloré;



None.



None.






• Director of Bolloré(1), Financière de l’Odet(1), Bolloré Participations, Financière V

and Omnium Bolloré;

• Member of the Supervisory Board of Sofi bol.

(1) Listed company.

62 BLUE SOLUTIONS



None.



None.


None.




• Director of Bolloré(1), Financière de l’Odet(1), Bolloré Participations, Financière V

and Omnium Bolloré;



None.



None.


None.

Sébastien BOLLORÉ

Business address

Tour Bolloré

31-32, quai de Dion-Bouton 92811 Puteaux Cedex


After attending school at Gerson and Saint-Jean-de-Passy, Sébastien Bolloré

obtained his baccalaureate and studied management at the ISEG and then at

UCLA (California). Having spent more than half of his time in America or Asia,

Sébastien Bolloré advises the Group on new media and technological

developments.





• Development Manager;

• Chairman of Omnium Bolloré;

• Director of Blue Solutions(1), Bolloré(1), Bolloré Participations, Financière V,

Omnium Bolloré and Société Industrielle et Financière de l’Artois(1);

• Permanent representative of Plantations des Terres Rouges on the Board of

Compagnie du Cambodge(1);


• Permanent representative of Socfrance on the Board of Financière de l’Odet(1).


• Director of Bigben Interactive(1) and of Gameloft SE.



• Chairman and Director of Blue LA Inc.


None.













• Director of Bigben Interactive(1).



• Chairman and Director of Blue LA Inc.


None.
















None.


None.






• Director of Bolloré(1), Bolloré Participations, Financière V, Omnium Bolloré and

Société Industrielle et Financière de l’Artois(1);









None.


None.





• Director of Bolloré(1), Bolloré Participations, Financière V, Omnium Bolloré and

Société Industrielle et Financière de l’Artois(1);








None.


None.

(1) Listed company.



Virginie COURTIN(2)

Business address

Mugler

49, avenue de l’Opéra 75002 Paris


Graduate of Edhec Business School (from 2005 to 2009).

Member of the Supervisory Board of the Clarins group (from 2007 to 2013).

Director of Marketing and Communications at Thierry Mugler Couture since 2014

and Managing Director and founder of Vivicorp, including the launch of the Luz

brand, between 2011 and 2014.





• Director of Blue Solutions(1).


• Member of the Executive Board of Clarins;

• Deputy Chief Executive Offi cer of the holding Famille C.



None.


None.






• Member of the Executive Board of Clarins



None.


None.






• Member of senior management of Mugler Couture.



None.


None.






• Chairman of Vivicorp SAS.



None.


None.




None.


• Member of the Supervisory Board of Clarins (SA with an Executive Board and a

Supervisory Board);

• Chairman of Vivicorp SAS.



None.


None.

Valérie HORTEFEUX(2)

Address

47, avenue Georges-Mandel

75116 Paris


Graduate of École française des attachés de presse (EFAP) and of University

Paris-IX-Dauphine.

In charge of origination in the Banque Privée 1818 (Natixis) until 2015.







• Director of Générale de Santé(1).



None.


None.






• Director of Générale de Santé(1)



None.


None.






None.



None.


None.





(2) Independent director.

(1) Listed company.

64 BLUE SOLUTIONS



None.



None.


None.

Offi ces held in 2012None.

Jean-Louis MILIN(2)

Business address

25, rue de Courcelles 75008 Paris


Has a degree in Law.

Chairman of Banque Neufl ize from 2001 to 2006. Executive Vice-Chairman of

ABN AMRO from 2001 to 2007. Adviser to the Chairman of Lazard Frères Gestion.







• Manager of JLM et Associés EURL;

• Director of France Essor.



None.


• Senior Manager of Lepercq Neufl ize NVL;

• Director of Lepercq-Amcur (SICAV Luxembourg).










None.













None.













None.



• Director of Lepercq-Amcur (SiCAV Luxembourg).




None.






None.




Martine STUDER

Business address

66, avenue Jean-Mermoz

01 BP 7759

Abidjan 01, Republic of Côte d’Ivoire


Economist, advertising executive.

Company director, Chairperson.

Former Deputy Minister for the Prime Minister in charge of communications.

Creative-founder and partner, in 1988, of the Océan Ogilvy advertising network,

with operations in 22 sub-Saharan countries.





• Director of Blue Solutions(1), Bolloré(1) and Financière de l’Odet(1).


None.



• Chairman of the Board of Directors of Bolloré Transport & Logistics Côte d’Ivoire

(formerly Bolloré Africa Logistics Côte d’Ivoire);

• Permanent representative of SPA on the Board of Directors of Abidjan Terminal.


• Director of Océan Conseil (Republic of Côte d’Ivoire);

• Chairman of Board of Directors of Océan Central Africa (Cameroon);

• Chairman and Chief Executive Offi cer of Océan Ogilvy Gabon (Gabon);

• Director of CIPREL (Republic of Côte d’Ivoire);

• Director of SAPE (Republic of Côte d’Ivoire);

• Director of SMPCI (Republic of Côte d’Ivoire);

• Director of Fondation des Parcs et Réserves de Côte d’Ivoire (Republic of Côte

d’Ivoire);

• Managing Director of Compagnie des Gaz de Côte d’Ivoire;

• Manager of Pub Regie (Republic of Côte d’Ivoire).

(2) Independent director.

(1) Listed company.








None.



• Chairman of the Board of Directors and director of Bolloré Africa Logistics Côte

d’Ivoire;

• Permanent representative of Société de Participations Africaines on the Board

of Directors of Abidjan Terminal.









d’Ivoire);

• Managing Director of Compagnie des Gaz de Côte d’Ivoire;

• Manager of Pub Régie (Republic of Côte d’Ivoire).






None.



• Chairman of the Board of Directors and director of Bolloré Africa Logistics Côte

d’Ivoire;

• Permanent representative of SPA on the Board of Directors of Abidjan Terminal.









d’Ivoire);

• Acting Director of Compagnie des Gaz de Côte d’Ivoire;







None.



None.









d’Ivoire);


• Manager of Pub Régie (Republic of Côte d’Ivoire).




• Director of Bolloré(1).


None.



None.









d’Ivoire);



Proposal to renew terms of office of directors

The Ordinary General Meeting of June 1, 2017 will be asked to reappoint

Sébastien Bolloré as director for a three-year term, until the conclusion of the

Ordinary General Meeting to be called to approve the fi nancial statements for the

year ending December 31, 2019.

14.1.4. FAMILY TIES AMONG DIRECTORS

Marie Bolloré, Cyrille Bolloré and Sébastien Bolloré are the children of Vincent

Bolloré.

14.1.5. CONVICTIONS FOR FRAUD, BANKRUPTCY, PUBLIC SANCTIONS PRONOUNCED OVER THE COURSE OF THE LAST FIVE YEARS

To the best of the company’s knowledge, over the course of the last fi ve years, no

member of the Board of Directors:

• has been convicted of fraud;

• has been associated with any company in bankruptcy, receivership or

liquidation;

• has been officially charged or sanctioned by the statutory or regulatory

authorities;

• has been disqualified by a court from serving on a Board of Directors, a

Management Board or a Supervisory Board of a company issuing stock or from

acting in the management or the conduct of such a company’s aff airs.

On January 22, 2014, Financière du Perguet and Financière de l’Odet were sen-

tenced together with Vincent Bolloré in connection with their acquisition

(excluding any personal acquisition) of a 3% interest in Premafin, an Italian

company, to an administrative fi ne in the amount of 1 million euros each plus a

requirement not to hold corporate offi ces in Italy for an eighteen-month period,

which was without eff ect as none of them held such offi ce at that date, pursuant

to articles 187 ter and 187 quinquies of the legislative decree no. 58/1998 (Testo

Unico della Finanza).

14.2. CONFLICTS OF INTEREST

To the best of the company’s knowledge, on the date of this registration docu-

ment, no potential conflict of interest exists between the company and its

directors in respect of the duties they owe to the company and/or their private

interests.

(1) Listed company.

66 BLUE SOLUTIONS

15. Compensation and benefits of company officers

15. Compensation and benefi ts of company offi cersTotal gross compensation and benefi ts of all kinds paid directly or indirectly during the year to each company offi cer holding offi ce at December 31, 2016, by the

company itself, by the companies controlled by the company, by the companies controlling the company in which the offi cer’s mandate was exercised and by the

companies controlled by the company or companies controlling the company in which the offi cer’s mandate was exercised.

Information is sent within the framework of recommendation no. 2009-16 of the Autorité des marchés fi nanciers, the guide to compiling registration documents

(document created on December 10, 2009 and modifi ed on December 17, 2013, December 5, 2014 and April 13, 2015).

15.1. SUMMARY TABLE OF COMPENSATION, OPTIONS AND SHARES GRANTED TO EXECUTIVES COMPANY OFFICERS

(in euros) 2015 fi scal year 2016 fi scal year

Vincent Bolloré, Chairman of the Board of Directors

Compensation due for the fi scal year 2,910,138 2,510,138

Value of options granted during the fi scal year – –

Value of performance shares granted during the year – 950,400

TOTAL 2,910,138 3,460,538

Gilles Alix, Chief Executive Offi cer

Compensation due for the fi scal year 1,611,719 1,607,319

Value of options granted during the fi scal year – –

Value of free shares granted during the fi scal year 950,400

TOTAL 1,611,719 2,557,719

15.2. SUMMARY TABLE OF COMPENSATION OF EACH EXECUTIVE COMPANY OFFICER

(in euros)

2015 fi scal year 2016 fi scal year

Due Paid Due Paid

Vincent Bolloré, Chairman of the Board of Directors

Fixed compensation(1) 1,499,000 1,499,000 1,499,000 1,499,000

Other compensation(2) 1,350,000 1,350,000 950,000 950,000

Annual variable compensation – – – –

Extraordinary compensation – – – –

Directors’ fees 54,610 54,610 54,610 54,610

Contributions in kind 6,528 6,528 6,528 6,528

TOTAL 2,910,138 2,910,138 2,510,138 2,510,138


Fixed compensation(3) 1,501,300 1,501,300 1,501,300 1,501,300

Other compensation – – – –

Annual variable compensation(4) 102,000 102,000 97,000 97,000

Extraordinary compensation – – – –

Directors’ fees 2,944 2,944 3,544 3,544

Contributions in kind 5,475 5,475 5,475 5,475

TOTAL 1,611,719 1,611,719 1,607,319 1,607,319

(1) Compensation paid by Bolloré Participations, which, under an agreement for Chairman services, invoiced Bolloré a sum corresponding to 75% of the total cost (including contributions),

of the compensation received by Vincent Bolloré. The fi xed compensation of Vincent Bolloré has not changed since 2013.

(2) In 2016, Vincent Bolloré received compensation from Financière du Champ de Mars, Nord-Sumatra Investissements and Plantations des Terres Rouges, non-French companies controlled

by Bolloré, in the form of bonuses. The bonuses represent a proportion of profi ts granted as compensation to directors.

(3) In 2016, Gilles Alix received fi xed compensation as an employee of Bolloré.

(4) In 2016, Gilles Alix, the Group’s Chief Executive Offi cer, received variable compensation of 97,000 euros from Bolloré. This was based 70% on the operating income of the Group and 30%

on external growth transactions. The specifi c level of achievement of this criterion is not made public for reasons of confi dentiality.



15.3. TABLE OF DIRECTORS’ FEES AND OTHER COMPENSATION RECEIVED BY NON-EXECUTIVE COMPANY OFFICERS

(in euros) Amounts paid in 2015 Amounts paid in 2016

Cyrille Bolloré

Directors’ fees 58,396 56,110

Bonuses 90,000 790,000

Contributions in kind 3,996 3,996

Other compensation(1) 1,100,000 1,095,211

Sébastien Bolloré



Other compensation(2) 251,300 206,300

Marie Bolloré

Directors’ fees – 51,160

Contributions in kind – 2,268

Other compensation(3) – 149,547

Didier Marginèdes, Vice-Chairman


Other compensation(4) 482,111 502,250

Virginie Courtin


Valérie Hortefeux


Jean-Louis Milin


Martine Studer


TOTAL 2,170,515 3,103,340

(1) In 2016, Cyrille Bolloré received fi xed compensation of 945,211 euros as an employee of Bolloré Transport & Logistics Corporate and in his capacity as Deputy Chief Executive Offi cer of Bolloré

and variable compensation of 150,000 euros.

(2) In 2016, Sébastien Bolloré received fi xed compensation of 171,300 euros and variable compensation of 35,000 euros as an employee of Bolloré.

(3) In 2016, Marie Bolloré received compensation of 149,547 euros as an employee of Bluecar and Blue Solutions, including fi xed compensation of 129,167 euros and variable compensation

of 20,380 euros.

(4) In 2016, Didier Marginèdes received compensation as an employee of Blue Solutions, of which 391,300 euros was fi xed compensation and 110,950 euros was variable compensation.

15.4. SHARE SUBSCRIPTION AND PURCHASE OPTIONS GRANTED DURING THE PERIOD TO EACH EXECUTIVE

COMPANY OFFICER BY THE ISSUER AND BY ANY GROUP COMPANY

None.

15.5. SHARE SUBSCRIPTION AND PURCHASE OPTIONS EXERCISED DURING THE PERIOD BY EACH EXECUTIVE

COMPANY OFFICER

None.

15.6. SHARE SUBSCRIPTION AND PURCHASE OPTIONS EXERCISED DURING THE PERIOD BY NON-EXECUTIVE

COMPANY OFFICERS

None.

68 BLUE SOLUTIONS


15.7. PERFORMANCE SHARES GRANTED DURING THE PERIOD TO EACH EXECUTIVE COMPANY OFFICER

Name of the

company offi cer

No. and date

of plan

Number

of shares

granted

during

the

period

Value of

shares

according to

the method

used for the

consolidated

fi nancial

statements Vesting date

Availability

date Performance conditions

Vincent Bolloré Bolloré plan

September 1,

2016

320,000 950,400 September 2,

2019

September 2,

2019

Aggregate operating income between 2016 and

2018 (inclusive) of 1.8 billion euros at constant

scope is set as the target threshold for the vesting

of all the shares granted.

If aggregate operating income over the period is less

than 1.8 billion euros at constant scope, the number

of shares granted will be reduced by one fi ft h for

every 100 million euros below said threshold of

operating income of 1.8 billion euros.

If operating income at constant scope for the

reference period does not reach 1.4 billion euros,

no shares will be vested.

Fair value of the share set at 2.97 euros

TOTAL 320,000 950,400

15.8. PERFORMANCE SHARES GRANTED DURING THE PERIOD TO NON-EXECUTIVE COMPANY OFFICERS

Name of the

company offi cer

No. and date

of plan

Number

of shares

granted

during

the

period

Value of

shares

according to

the method

used for the

consolidated

fi nancial

statements Vesting date

Availability

date Performance conditions

Cyrille Bolloré Bolloré plan

September 1,

2016

320,000 950,400 September 2,

2019

September 2,

2019

Aggregate operating income between 2016 and

2018 (inclusive) of 1.8 billion euros at constant

scope is set as the target threshold for the vesting

of all the shares granted.

If aggregate operating income over the period is less

than 1.8 billion euros at constant scope, the number

of shares granted will be reduced by one-fi ft h for

every 100 million euros below said threshold of

operating income of 1.8 billion.

If operating income at constant scope for the

reference period does not reach 1.4 billion euros,

no shares will be vested.


TOTAL 320,000 950,400

15.9. FREE SHARES GRANTED DURING THE PERIOD TO EACH EXECUTIVE COMPANY OFFICER

Name of the company offi cer No. and date of plan

Number of shares granted

during the period

Value of shares

according to the

method used for the

consolidated fi nancial

statements Vesting date Availability date

Gilles Alix Bolloré plan

September 1,

2016

320,000 950,400 September 2,

2019

September 2,

2019


TOTAL 320,000 950,400



15.10. FREE SHARES GRANTED DURING THE PERIOD TO NON-EXECUTIVE COMPANY OFFICERS

Name of the company offi cer No. and date of plan

Number of shares granted

during the period

Value of shares

according to the method

used for the

consolidated fi nancial

statements Vesting date Availability date

Sébastien Bolloré Bolloré plan

September 1, 2016

64,000 190,080 September 2, 2019 September 2, 2019

Marie Bolloré Bolloré plan

September 1, 2016

64,000 190,080 September 2, 2019 September 2, 2019


TOTAL 128,000 380,160

15.11. PERFORMANCE SHARES THAT BECAME AVAILABLE DURING THE PERIOD FOR EACH EXECUTIVE COMPANY OFFICER

Name of the

company offi cer

No. and date

of plan

Number of shares

granted during the

period Vesting conditions

Vincent Bolloré Bolloré plan

May 21, 2012

500,000 Aggregate operating income between 2012 and 2015 (inclusive) of 1 billion euros is set as the

target threshold for the vesting of all the shares granted.

If aggregate operating income over the period had been less than 1 billion euros, the number

of shares granted would have been reduced by 1,000 for every 50 million euros below said

threshold. If operating income had not reached 800 million euros, no shares would have been

vested.

TOTAL 500,000

15.12. FREE SHARES THAT BECAME AVAILABLE DURING THE PERIOD FOR EACH EXECUTIVE COMPANY OFFICER

Name of the

company offi cer

No. and date

of plan

Number of shares

granted during the


Gilles Alix Bolloré plan

May 21, 2012

250,000 Presence condition until the end of the four-year vesting period (May 21, 2016)

TOTAL 250,000

15.13. FREE SHARES THAT BECAME AVAILABLE DURING THE PERIOD FOR NON-EXECUTIVE COMPANY OFFICERS

Name of the

company offi cer

No. and date

of plan

Number of shares

granted during the


Cyrille Bolloré Bolloré plan

May 21, 2012

100,000 Presence condition until the end of the four-year vesting period (May 21, 2016)

TOTAL 100,000

15.14. REDEEMABLE WARRANTS FOR THE SUBSCRIPTION AND/OR PURCHASE OF SHARES (BSAAR) SOLD DURING

THE PERIOD BY EACH EXECUTIVE COMPANY OFFICER

None.

70 BLUE SOLUTIONS


15.15. REDEEMABLE WARRANTS FOR THE SUBSCRIPTION AND/OR PURCHASE OF SHARES (BSAAR) SOLD DURING

THE PERIOD BY NON-EXECUTIVE COMPANY OFFICERS

None.

15.16. HISTORY OF THE GRANTS OF SHARE SUBSCRIPTION OPTIONS

None.

15.17. HISTORY OF FREE SHARE GRANTS

Bolloré 2012(1) Bolloré 2016 Havas 2014 Havas 2016 Blue Solutions 2014

Date of Meeting June 10, 2010 June 3, 2016 June 5, 2013 May 10, 2016 May 10, 2016 August 30, 2013 August 30, 2013

Date of Board of

Directors’ meeting

August 31,

2010 September 1, 2016 January 29, 2014 May 10, 2016 July 21, 2016 January 7, 2014 January 7, 2014

Total number of

shares that could

be granted: 24,700,000 4,131,200 2,465,000 2,784,000 148,500 380,000

Total number of free

shares granted to

company offi cers: 350,000 448,000 0 0 0 0 15,000 0

– Cyrille Bolloré 100,000 0 0 0 0 0 15,000 0

– Gilles Alix 250,000 320,000 0 0 0 0 0 0

– Sébastien Bolloré 0 64,000 0 0 0 0 0 0

– Marie Bolloré 0 64,000 0 0 0 0 0 0

Grant date May 21, 2012 September 1, 2016 January 29, 2014 May 10, 2016 May 10, 2016 July 21, 2016 January 8, 2014 April 7, 2014

Vesting date of shares May 21, 2016 September 2, 2019 April 29, 2018 May 10, 2020 May 10, 2019 July 21, 2020 January 8, 2018 April 7, 2018

Date of end of

holding period May 21, 2018 September 2, 2019 April 29, 2018 May 10, 2020 May 10, 2019 July 21, 2020 January 8, 2020 April 7, 2020

Subscription price(in euros) 1.36 2.97 5.10 6.49 6.70 6.51 17.29 24.42

Exercising terms Lock-up

2 years immediate immediate immediate immediate immediate Lock-up 2 years

Lock-up

2 years

Number of free

shares granted 2,227,500 4,131,200 2,465,000 2,494,000 200,000 147,960 339,500 13,500

Number of free

shares canceled 50,000 0 474,000 43,000 0 15,960 20,000 0

Number of free

shares vested 2,177,500 0 0 0 0 0 0 0

Number of free

shares remaining at

December 31, 2016 0 4,131,200 1,991,000 2,451,000 100,000 132,000 319,500 13,500

(1) Following the decision by Bolloré’s General Meeting on November 27, 2014 to split the par value of Bolloré’s shares by 100, the number of shares was adjusted, as was the subscription price.

15.18. HISTORY OF GRANTS OF REDEEMABLE WARRANTS FOR THE SUBSCRIPTION AND/OR PURCHASE OF SHARES

(BSAAR)

None.



15.19. HISTORY OF PERFORMANCE SHARE GRANTS

Fiscal year 2016 Bolloré 2012(1) Bolloré 2016 Blue Solutions 2014 Havas 2015 Havas 2016

Date of Meeting June 10, 2010 June 3, 2016 August 30, 2013 June 5, 2013 June 5, 2013 June 5, 2013

May 10,

2016

Date of Board of Directors’

meeting August 31, 2010

September 1,

2016 January 7, 2014

January 19,

2015

March 19,

2015

August 27,

2015

May 10,

2016

Total number of shares that

could be granted: 24,700,000 4,131,200 380,000 2,420,000 70,000 121,000 2,784,000

Total number of

performance shares granted

to company offi cers: 500,000 640,000 25,000 0 0 0 0

– Vincent Bolloré 500,000 320,000 0 0 0 0 0

– Cyrille Bolloré 0 320,000 0 0 0 0 0

– Gilles Alix 0 0 25,000 0 0 0 0

Grant dates

May 21, 2012

September 1,

2016 January 8, 2014

January 19,

2015

March 19,

2015

August 27,

2015

May 10,

2016

Vesting date

May 21, 2016

September 2,

2019 January 8, 2018

April 19,

2019

June 19,

2019

November 27,

2019

May 10,

2020

Date of end of holding

period May 21, 2018

September 2,

2019 January 8, 2020

April 19,

2019

June 19,

2019

November 27,

2019

May 10,

2020

Subscription price (in euros) 1.36 2.97 17.29 5.89 6.74 6.59 6.49

Exercising terms Lock-up 2 years immediate Lock-up 2 years immediate immediate immediate immediate

Number of performance

shares granted 500,000 640,000 25,000 2,420,000 70,000 119,960 90,000


shares canceled 0 0 0 229,000 0 25,440 0


shares vested 500,000 0 0 0 0 0 0


shares at December 31, 2016 0 640,000 25,000 2,191,000 70,000 94,520 90,000

(1) Following the decision by Bolloré’s General Meeting on November 27, 2014 to split the par value of Bolloré’s shares by 100, the number of shares was adjusted, as was the subscription price.

15.20. SHARE SUBSCRIPTION OPTIONS GRANTED TO THE TOP TEN NON-COMPANY OFFICER EMPLOYEE BENEFICIARIES

AND OPTIONS EXERCISED BY THEM

None.

15.21. FREE SHARES GRANTED TO THE TOP TEN NON-COMPANY OFFICER EMPLOYEE BENEFICIARIES

AND THAT BECAME AVAILABLE TO THEM

None.

15.22. REDEEMABLE WARRANTS FOR THE SUBSCRIPTION AND/OR PURCHASE OF SHARES (BSAARS) GRANTED

TO THE TOP TEN NON-EXECUTIVE COMPANY EMPLOYEES AND EXERCISED BY THEM

None.

15.23. PERFORMANCE SHARES GRANTED TO THE TOP TEN EMPLOYEE BENEFICIARIES (NON-COMPANY OFFICERS)

THAT BECAME AVAILABLE TO THEM

None.

72 BLUE SOLUTIONS

16. Functioning of the Board and management

15.24. EMPLOYMENT CONTRACT, SPECIFIC RETIREMENT SCHEME, SEVERANCE PAY AND NON-COMPETITION CLAUSE

2016 fi scal year

Employment

contract

Supplementary

retirement scheme

Compensation or benefi ts due or which may

become due in the event of terminating or

changing company offi cer functions

Compensation relating to

a non-competition clause

Yes No Yes No Yes No Yes No

Vincent Bolloré

Chairman of the Board of Directors

Term start date: June 3, 2016

Term end date: December 31, 2018 • • • •

Gilles Alix

Chief Executive Offi cer

Term start date: June 3, 2016

Term end date: December 31, 2018 • • • •


16.1. TERMS OF OFFICE OF DIRECTORS

Appointment dates and dates of expiry of the directors’ terms of offi ce are given

in section 14.1.2.

16.2. INFORMATION ON SERVICE AGREEMENTS BETWEEN

MEMBERS OF THE ADMINISTRATIVE AND

MANAGEMENT BODIES AND THE ISSUER OR ONE

OF ITS SUBSIDIARIES AND PROVIDING FOR THE

GRANTING OF BENEFITS AT THE END OF SUCH

AN AGREEMENT

There is no service agreement between the people referred to above.

16.3. INFORMATION ON THE AUDIT COMMITTEE AND THE

COMPENSATION AND APPOINTMENTS COMMITTEE

THE AUDIT COMMITTEE

At its meeting of August 30, 2013, the Board of Directors decided to set up an

Audit Committee.

The Audit Committee’s bylaws, which stipulate its remit and its working arrange-

ments, were approved by the Board of Directors at its meeting of March 20, 2014.

The bylaws of the Audit Committee were revised at the Board of Directors meet-

ing of September 1, 2016 so as to include the new duties of the committee

defi ned in ordinance no. 2016-315 of March 17, 2016 with regard to the Statutory

Auditors.

The Audit Committee consists of two independent directors:

• Jean-Louis Milin, Chairman;

• Valérie Hortefeux, Committee member.

All members of the Audit Committee have fi nancial skills, which are assessed on

the basis of their professional experience and training.

The main tasks and achievements of the Audit Committee for the 2016 fi scal year

are set out in the Chairman’s report on internal control.

THE COMPENSATION AND APPOINTMENTS COMMITTEE

At its meeting of August 30, 2013, the Board of Directors set up a Compensation

and Appointments Committee consisting of three members:

• Valérie Hortefeux, Chairperson;

• Jean-Louis Milin, Committee member;

• Martine Studer, Committee member;

appointed for the duration of their respective terms of offi ce as directors.

The bylaws of the Compensation and Appointments Committee, setting out the

committee’s remit and methods of operation, were approved by the Board of

Directors at its meeting of January 7, 2014.

The main tasks and achievements of the Compensation and Appointments

Committee for fi scal year 2016 are set out in the Chairman’s report on internal

control.

16.4. CORPORATE GOVERNANCE REGIME

The Group refers to the French Corporate Governance Code for listed companies

established by the Afep and the Medef. In November 2016 the Afep and the

Medef made a new revision to this Code.

Aft er having voted on numerous occasions on the application of the provisions

of the French Corporate Governance Code, at its meeting on March 23, 2017, aft er

reviewing the application guide for the December 2016 revision of the Afep-

Medef Code, the Board of Directors re-examined some of its provisions and

affi rmed that the company would continue to apply the Afep-Medef Corporate

Governance Code.

The Afep-Medef Code revised in November 2016 introduces a distinction

between executive company officers (Chairman/Chief Executive Officer, Chief

Executive Offi cer, Deputy Chief Executive Offi cer, Chairman and members of the

Executive Board, General Manager of a Limited partnership) and non-executive

company offi cers (Chairman separate from the Board of Directors and Chairman

of the Supervisory Board of limited liability companies run by a Management

Board or of limited partnerships).

The recommendations in the Code therefore need to be looked at in terms of the

precise nature of the position held, with the understanding that “executive com-

pany offi cer” refers to all the executives listed above and that “company offi cer”

refers to these same executives, as well as to members of the Board of Directors

and members of the Supervisory Board.

RECOMMENDATIONS SUBJECTED TO A SPECIFIC REVIEW

HOLDING PERIOD OF SHARES

At its meeting of March 23, 2017, the Board of Directors noted that the minimum

number of company shares that executive company offi cers are required to hold,

as decided by the Board at its meeting of March 20, 2014 (i.e. 500 shares), had

been met.

CONCURRENT OFFICES HELD

At its meeting of March 23, 2017, the Board of Directors, aft er reviewing the rules

on the concurrent holding of offi ces, reexamined the situation of Gilles Alix, Chief

Executive Offi cer, and Vincent Bolloré, Chairman of the Board of Directors. The

Afep-Medef Code lays down separate rules for the concurrent holding of offi ces

depending on the capacity in which the offi cer is acting.

For executive company offi cers, article 18 of the Afep-Medef Code states that the

number of directorships that may be exercised by the executive company offi cer

in listed companies outside his or her Group, including non-French companies,

should be limited to two, it being specifi ed that the limit of two offi ces does not

apply “to directorships held by an executive company offi cer in subsidiaries and

shareholdings, held alone or together with others, of companies whose main

activity is to acquire and manage such shareholdings”.



The application guide for the Afep-Medef Code published in December 2016

confi rmed the clarifi cations previously made to the application of this exception,

namely that:

• it is attached to a person, in view of the time that he or she is in a position to

devote to exercising a directorship;

• it concerns persons who hold a position of executive company offi cer in a listed

company whose main activity is to acquire or manage shareholdings;

• it applies to each of the listed companies in which the executive company

offi cer holds a directorship, whenever they are subsidiaries and shareholdings,

directly or indirectly held solely or in concert by the company whose main

activity is to acquire or manage shareholdings in which he or she exercises a

term of offi ce of executive company offi cer;

• it does not apply to an executive company offi cer of a listed company whose

main activity is not to acquire or manage holdings (i.e. an operating company)

with regard to their offi ces held in listed companies in which a subsidiary of the

company in which they are an executive holds a stake and is itself a holding

company.

With regard to Gilles Alix, the Board of Directors noted that the listed companies

in which he holds a directorship are companies that form part of the Bolloré

Group and, consequently, his situation is compliant with the rules in the Afep-

Medef Code on concurrent offi ces.

Regarding Vincent Bolloré, the Board noted:

• he holds offi ces within the entities of his Group, which must be understood as

including all of the companies under the same control. In this respect, since

Vincent Bolloré acts as Chairman and Chief Executive Officer of Bolloré

Participations, the company with fi nal control of the Group, all of his Board

memberships within the Group are exempted. The Board considers that the

rules relating to concurrent offi ces held must be assessed from an overall per-

spective at the Group level, starting from the parent company and descending

from there.

A contrary interpretation would lead to a diff erent accounting of the number of

offi ces held by Vincent Bolloré according to the level of the individual rank in

the Group’s organization chart;

• that the directorships held by Vincent Bolloré in listed entities outside his

Group fall within the exemption, except for those for which Bolloré does not

hold enough of the share capital to characterize them as either subsidiaries or

equity investments.

Accordingly, the offi ces held by Vincent Bolloré in the companies of the Socfi n

Group, which is 38.8% owned by the Bolloré Group, fall within the exemption

set forth in the Afep-Medef Code. The same applies to the offi ce held within

Vivendi, in view of the threshold of share capital ownership by the Bolloré

Group.

In fact, Vincent Bolloré, as an executive company offi cer of the Bolloré com-

pany, whose primary function is to acquire or manage company holdings, may

hold positions in entities outside his Group as long as they are Bolloré subsidi-

aries or holdings (direct or indirect).

Accordingly, Vincent Bolloré’s situation is compliant with the Afep-Medef provi-

sions on concurrent offi ces held.

The Board, at its meeting of March 23, 2017, also took offi cial note of the com-

pliance of the situation of its executive company offi cers with regard to the

provisions of article L. 225-94-1 of the French company law (Code de com-

merce) on concurrent offices held, as amended by law no. 2015-990 of

August 6, 2015 on growth, activity and equal economic opportunities, also

known as the “Macron law”.

Finally, the Board notes that, in accordance with recommendation 18.2 of the

Afep-Medef Code, the executive company offi cers must obtain the opinion of

the members of the Board prior to accepting a new term of offi ce in a listed

company outside their Group.

BYLAWS OF THE BOARD OF DIRECTORS

Shares owned and held by directors

At its meeting on March 20, 2014, the Board of Directors adopted, in its bylaws,

provisions relative to the requirement that directors hold and retain shares.

In compliance with the provisions of the bylaws, each director is required to

allocate at least 10% of the directors’ fees received for performing their duties to

the purchase of Blue Solutions securities until the consideration for their num-

ber of shares reaches the equivalent of one year’s installment of directors’ fees

received.

DEFINITION OF INDEPENDENT DIRECTOR

Under the terms of article 8.4 of the Afep-Medef Code, it is the Board’s responsi-

bility, on the proposal from the Compensation and Appointments Committee, to

approve the defi nition of independent director each year.

Accordingly, at the March 23, 2017 meeting called to vote on the criteria set forth

in the Afep-Medef Code, the Board, in consideration of the Group’s circum-

stances, decided to confi rm the analyses it had previously performed.

Thus, for the determination of the status of independent director, it was decided:

• to set aside the length of service criterion of twelve years since the sole crite-

rion of the term of a director’s duties does not as such call his independence

into question.

Irrespective of the term of the director’s duties, the Board of Directors values

the personal qualities, experience, and industrial and fi nancial expertise ena-

bling the director to give useful opinions and advice through exchanges in

which each director can express his or her position.

Moreover, the Board considers that the length of service improves understand-

ing of the Group, its history and its different business lines within a Group

comprising many very technical business lines on an international scale.

The perfect understanding of the Group by a director through his length of

service is a major asset, particularly when examining the strategic direction of

the Group, or the implementation of complex projects and/or cross-cutting

projects within the Group. A length of service of twelve years could in no way be

associated with a loss of independence;

• to consider that acting as a director in another company within the Group does

not call a director’s independence into question.

The Board feels that the Bolloré Group, controlled by the founding family, is

unusual in that it is diversifi ed across a number of businesses, with operations

in France and abroad.

One of the Group’s strategic directions is to optimize and develop synergies

between its various businesses.

In order to implement this strategy, it is necessary to have high-level manage-

rial expertise combined with in-depth knowledge of all the Group’s businesses

and understanding of any geopolitical issues critical to the international

operations.

The appointment of certain directors to a number of Group companies refl ects

the Group’s desire to take advantage of the expertise of men and women who

not only fully understand the businesses but also contribute to the Group’s

results.

In this respect, the Board believed that the appointment of an independent

director in another Group company compromises his or her freedom of judg-

ment and critical thinking, except in specifi c circumstances.

However, as far as Blue Solutions is concerned, the Board considers that acting

as a director in Bolloré prevents said director from being described as inde-

pendent in the company.

In addition, aft er reviewing the recommendation of the High Committee on

Corporate Governance (HCGE), quoted verbatim in the application guide for the

Afep-Medef Code published in December 2016, the Board of Directors stated

that directors who carry out functions within both the parent company and a

subsidiary thereof will be invited to refrain from participating in the decisions

of the parent company’s board regarding the subsidiary if a situation of confl ict

of interest occurs between the companies.

To be considered independent, a director must not:

• be an employee or executive company officer of the company, the parent

company or a company fully consolidated by it or have been one within the last

five years, be an employee or executive officer of the company, the parent

company or a company fully consolidated by it or have been one within the last

fi ve years;

74 BLUE SOLUTIONS


• be a client, supplier, investment banker or corporate banker:

– signifi cant to the company or its Group,

– or for which the company or its Group represent a signifi cant proportion of the

business;

• have a close family tie with a company offi cer;

• have been an auditor of the company within the previous fi ve years.

The provisions of the French Corporate Governance Code for listed companies

not applied by our company are set out in a summary table included in the

Chairman’s report on the composition of the Board and application of the princi-

ple of balanced representation of women and men on the Board, the conditions

for preparing and organizing the Board’s work, and the internal control and risk

management procedures.

REVIEW OF THE INDEPENDENCE OF DIRECTORS

In accordance with the independence criteria confirmed by the Board of

Directors at its meeting of March 23, 2017, among the nine members of the

Board of Directors, Valérie Hortefeux, Virginie Courtin and Jean-Louis Milin are

considered independent.

The summary hereinaft er shows the situation (compliant or not) of the directors

in relation to the criteria defi ned by the Afep-Medef Code in relation to directors’

independence.

Independent offi cers

Virginie Courtin

Valérie Hortefeux

Jean-Louis Milin

ASSESSMENT OF THE MATERIALITY OF A BUSINESS RELATIONSHIP WITH A DIRECTOR

On March 23, 2017, on the proposal of the Compensation and Appointments

Committee, the Board of Directors decided that the materiality of business rela-

tionships must not be assessed based solely on the amount of the business

transactions that might be entered into between the Bolloré Group and the

company (or group) in which the relevant director might have another role. At its

meeting of March 19, 2015, the Board of Directors deemed that the materiality

threshold of such business relationships is achieved if the amount of commer-

cial transactions exceeds 1% of the total turnover of the Group for a given fi scal

year.

The Board, at its meeting of March 23, 2017 decided, pursuant to the provisions

of AMF recommendation no. 2010-02, amended on December 22, 2015, to give

priority to multiple criteria in the process of assessing the materiality of a busi-

ness relationship with a director, particularly the duration of the relationship, any

potential economic dependence and the fi nancial conditions in relation to mar-

ket prices, the position of the offi cer in question in the contracting company and

his or her involvement in the application or execution of the business

relationship.

The Board has noted that none of the directors considered to be independent

have direct or indirect material business relationships with the Group.

MANAGING CONFLICTS OF INTEREST

Section 19 of the Afep-Medef Code, “Ethical rules for directors,” provides that a

director must inform the Board of any confl ict of interest, even potential, and

must abstain from voting on that issue.

From this, the Board fi rst retained the disclosure requirement for confl icts of

interest, even if only potential, given that the directors must, at a minimum,

declare the absence of any confl ict of interest each year when the registration

document is draft ed. In addition, directors must refrain from voting on any mat-

ter that may be aff ected by a confl ict of interest.

The bylaws of the Board of Directors are available on the company’s website at

www.blue-solutions.com.

OTHER RECOMMENDATIONS

Compensation

Vincent Bolloré, Chairman of the Board of Directors, and Gilles Alix, Chief

Executive Offi cer, do not receive any compensation from the company. The rec-

ommendations of the Afep-Medef Code of Corporate Governance concerning the

compensation paid to company offi cers were applied, both in the standardized

presentation of the compensation package (see appendix 3 to the Afep-Medef

Code of Corporate Governance) and in the submission of these packages to the

approval of the shareholders (Say on Pay: resolutions 7 and 8).

Balance in the Board’s composition

The company complies with the calendar set by law and the Afep-Medef Code

concerning the balanced representation of men and women on Boards of

Directors. At the date of this registration document, the Board has nine mem-

bers, including four women (see inside front cover).

16.5. ORGANIZATION OF THE BOARD’S WORK,

EVALUATION OF THE BOARD’S OPERATION

AND WORKING METHODS, AND RULES ON

THE DISTRIBUTION OF DIRECTORS’ FEES

The organization of the Board’s work, evaluation of the Board and the distribu-

tion of directors’ fees are described in the Chairman’s report on internal audit (in

the notes to this registration document).


17. Information on the social and environmental responsibility

17. Information on the social and environmental responsibility of Blue Solutions

17.1. CHALLENGES AND STRATEGY

17.1.1. TRENDS SHAPING OUR MARKETS

17.1.1.1. The development of electrical mobility

Evolution of the European market for electric vehicles

2014

2015

2016

Norway

Franc

e

Germ

any

Unite

d Kin

gdom

The N

ethe

rland

s

Switzer

land

Austri

a

Denm

ark

Italy

Sweden

Belgiu

mSpain

Other

0

5,000

10,000

15,000

20,000

25,000

30,000

(Source: Avere.)

France was the fi rst market in Europe to see over 100,000 electric vehicles on the road. That was in 2010. In 2016 it became the fi rst European market (ahead of

Norway) to see over 27,000 electric vehicles sold.

The recent positive developments in the electric vehicle market are largely due to the appearance of lithium technology batteries. Blue Solutions has developed the

LMP® technology, which gives our Bluecars® a range of 250 kilometers in city driving. Blue Solutions continues to invest both in research and development and in

production capacity to meet the growth in demand.

17.1.1.2. Giving a larger share of the energy mix to renewable energies

The Paris COP21 Agreement, taking eff ect in 2020, comprises the agreements made by the signatory States to combat climate disruption (limiting the rise in temper-

atures to less than 2° C and trying to keep it to 1.5° C, spending 100 billion US dollars per year from now till 2020 to fi nance projects enabling countries to adapt to

climate change or to lower their greenhouse gas emissions [GHG], etc.). Under such circumstances the demand for sustainable mobility solutions by individuals and

businesses and renewable energy production to reduce GHG emissions are expected to continue to grow signifi cantly in coming years.

Annual average growth worldwide in renewable energy by type (from 1990 to 2014)

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

1.9%

TPES

Renew

able

Solar p

hoto

volta

icW

ind

Biogaz

Solar th

erm

al

Biodies

els

Geoth

erm

al

Hydro

elect

ricity

Direct

coal

2.2%

46.2%

24.3%

13.2% 11.7% 10.4%

3.1% 2.5% 1.5%

(Source: IEA, Key renewable trends, 2016. TPES: Total Primary Energy Supply.)

76 BLUE SOLUTIONS


The climate challenge represents a major thrust of the Bolloré Group’s investments through its Electricity storage and solutions division, which had 310 million euros

in revenues in 2016, up 17%. To meet the various commitments made by the States in terms of combating climate change, the Bolloré Group off ers innovative, recog-

nized solutions through its lithium metal polymer (LMP®) battery such as car-sharing with all-electric vehicles, electric buses and stationary electricity storage systems

in order to foster greater adoption of renewable energy sources and electrical mobility, both in industrialized countries and in developing countries.

17.1.1.3.Increased energy demand and decentralized production

Growth in annual electricity generation capacity worldwide

0 0

50

100

150

200

250

50

100

150

200

250

300

350

400

450

500

Inve

stm

en

ts in

bil

lio

ns

of

do

lla

rs

Ca

pa

city

in G

W

Centralized generation capacity added(1) (GW)

Annual decentralized generation capacity added(2) (GW)

Total annual generation capacity added

Annual investments in decentralized generation capacity (billions of dollars)

(1) Electricity generation using large plants

(nuclear and coal-fi red plants, large dams, etc.).

(2) Electricity generation using small plants

(electrical generators, photovoltaic stations, etc.).

(Source: Rise of Distributed power, GE, 2014.)

Although 85% of the world’s population has access to electricity, there remain one billion people who do not. Bringing electricity to these people within a decentralized

electricity system has a cost which is not economically feasible. With the penetration of renewable energy (RE), decentralized generation solutions have appeared: the

micro-grid. These solutions facilitate energy access for these populations and make it possible to carry out industrial projects in regions remote from the network. The

portion of decentralized solutions is going to increase in the future to meet these problems. The intermittent nature of RE makes the addition of storage capacity

indispensable to these solutions in order to provide a supply of electricity 24/7. Between 2000 and 2020, the annual investment in decentralized solutions is going to

grow by a factor of ten and generation capacity by a factor of four.

17.1.2. MATERIALITY ANALYSIS

17.1.2.1. Process followed to perform a materiality analysis

The process undertaken with the help of an outside fi rm involved three stages:

• a survey of the CSR issues for each division, conducted using interviews with the CSR contributors and liaisons and by analyzing the action plans and indicators used;

• classifi cation of the issues by category (social, environmental, local development and human resources issues) and according to their impact on the Group and its

three divisions;

• cross-referencing these analyses with the data available in-house about the expectations of stakeholders (customers, employees, governments and NGOs).

17.1.2.2. Materiality matrix and priority issues

At the completion of the process of preparing and analyzing the materiality matrix, thirteen issues were identifi ed, six of which were rated as priorities for the Group.

Matrix of priority issues

CSR priorities

for Bolloré

–Low

maturity

+High

maturity

– Not very signifi cant + Highly signifi cant

2 Fair commercial practices (societal issues)

3 Proactivity and responsible purchasing practices (societal issues)

6 Attracting talent and building employee loyalty (HR issues)

7 Management and development of skills (HR issues)

9 Sustainable products and services (environmental issues)

13 Contribution to local development (local development issues)

12

10

11

13

8

4

3

9

67

21

5



17.1.3. OUR CSR STRATEGY

Mapping the priority issues in this way made it possible to update the thrusts of

our CSR strategy to better refl ect the Group’s DNA and add value to its CSR initia-

tives. This updating should enable our stakeholders (employees, customers,

suppliers, investors and future employees) to better identify the Group’s practices

in conducting its business, its human resources policy and the promotion of its

employees, as well as its ability to innovate new products.

4 strategic thrusts

Innovating in response to major economic

and environmental changes

9 Sustainable products and services

10 Energy and carbon trajectory

11 Environmental risk management and compliance

12 Raw materials

Investing in men and women

5 Health and safety in the workplace

6 Attracting talent and building employee loyalty

7 Management and development of skills

8 Promoting diversity

Bringing the Group together around a shared corporate culture

and ethical standards

1 Human rights

2 Fair business practices

3 Proactivity and responsible purchasing practices

4 Protection of personal data

Taking action for local development

13 Contribution to local development

17.2. GOVERNANCE

17.2.1. CSR GOVERNANCE

Two bodies make up Group CSR governance: the Ethics, CSR and Sponsorship

Committee and the Group CSR Department

17.2.1.1. The Ethics, CSR and Sponsorship Committee

In 2014, the Group’s Ethics Committee became the Ethics and CSR Committee,

confi rming that ethics represents the foundation upon which the Group’s CSR

commitments are based. In 2016, sponsorship was put under the Group Ethics

and CSR Committee for better coordination of the Group’s social actions.

The committee consists of a Chairman from the Group’s Executive management,

the CEOs of the divisions, the Group HR Director, the Group Legal Director, the

Group Controller, the Group Ethics Director, the Director of Investor Relations, the

Deputy Director of Group Communications, the Head of Group philanthropy and

the Group CSR Director.

The purpose of the committee is to determine the areas in terms of ethics, CSR

and sponsorship where the heads of ethics, CSR and sponsorship will initiate

actions in 2017.

The committee meets once or twice a year to review the actions and plans

underway or completed and to determine new initiatives in the three areas.

17.2.1.2. CSR Department

The Group CSR Department is led by the Vice-Chairman of the Group, who is also

the Group’s Chief Financial Offi cer and member of the Board of Directors. He is

assisted by the Deputy Director of Group Communications and the Director of

Investor Relations. The Group CSR team relies on the CSR departments of the

divisions and their network of CSR delegates to carry out the Group’s CSR strategy

within each entity.

17.2.1.3. Network of data protection and liberties liaisons

The new shared-mobility services offered by the Group (Autolib’, Bluely and

Bluecub) are obliged to provide consumers with secure, eff ective processing of

their personal data so as to guarantee them complete privacy.

To do so, the Bolloré Group has inserted the following paragraph into its “Ethics

and Values Charter”: “The holders of confidential information commit to not

divulging it to unauthorized persons and to abstaining from its use, directly or

indirectly, for personal reasons.” In addition, to comply with the requirements of

the French national commission on data protection and liberties (acronym CNIL)

and of the European regulation on personal data, the Group has appointed a

Group data protection and liberties (CIL) liaison officer. The liaison set up an

internal group dedicated to the management of data processing that participates

in the CIL’s work, and is in particular responsible for:

• updating records concerning personal data processing that is exempt from

disclosure;

• submitting authorization requests to the CNIL;

• giving an opinion on the clauses included in contracts that relate to personal

data processing.

In 2015, the CIL Group continued work on the situational analysis of the process-

ing to be performed throughout the entire Group. The objective is to create a

network of CIL delegates who raise the awareness of and train employees on

these provisions.

17.2.2. STAKEHOLDER RELATIONS

The materiality analysis performed in 2016 made it possible to update a portion

of the stakeholder mapping. To carry out and develop this work, the Group

started a pilot project in its Electricity storage and solutions division. This project

should result in a more eff ective organization of the relations with the stakehold-

ers of this division. The work will continue into 2017.

International

organizations

Group

employees

NGOs

Area where

located

Shareholders

Suppliers

Customers

Regulatory

agencies

Labor

unions

Rating

agencies

and analysts

Local

authorities

Media

Blue Solutions

78 BLUE SOLUTIONS


17.3. PERFORMANCE

The materiality analysis conducted in 2016 identifi ed the priority issues facing

the Group and also some key performance indicators related to these issues. The

list of these key indicators should be proposed to the Ethics, CSR and

Sponsorship Committee in the course of 2017.

Blue Solutions, as a Bolloré Group subsidiary, will establish action plans for

tracking these indicators.

17.4. INNOVATING IN RESPONSE TO MAJOR ECONOMIC

AND ENVIRONMENTAL CHANGES

17.4.1. DEVELOPING AND DEPLOYING CLEAN, SMART TRANSPORTATION SYSTEMS

17.4.1.1. Materiality of the issue

Over the last twenty-plus years, the Bolloré Group has invested over 3 billion

euros and hired 2,000 people to develop its LMP® battery and its various applica-

tions, in order to provide innovative mobility and electricity storage solutions.

The various applications developed by the Group leverage sustainable develop-

ment in two ways: access to electric mobility (car-sharing, mass transit, electric

vehicles, etc.) and increased reliance on renewable energy in power generation

thanks to electricity storage.

17.4.1.2. Group policy

Developing new mobility products and servicesBlue Solutions works alongside the other Bolloré Group companies to roll out

electric car-sharing services based on LMP® technology. Blue Solutions and the

Bolloré Group are continuing their development eff orts in electric mobility by

off ering new products for mass transit: the 12-meter Bluebus, the Bluetram and

more.

17.4.1.3. 2016 Highlights

In 2016, the Bolloré Group continued to roll out its car-sharing products and

services throughout the world. Bluetorino opened in Turin at the start of the year.

The Group also won the bid in Singapore to install and operate a car-sharing

service with a fl eet that could grow to 1,000 vehicles and 2,000 charging termi-

nals. Lastly, the Group was selected by the City of Los Angeles to install and

operate car sharing in its downtown area.

In terms of mass transit, Bluebus delivered its fi rst 12-meter Bluebuses to RATP

in Paris and continued to sell its 6-meter model. This new market off ers promis-

ing outlets for Blue Solutions products.

17.4.2. INVESTING TO PROTECT THE ENVIRONMENT


Improved energy performance by the Group’s facilities and machinery has

reduced its operating costs. Beyond the fi nancial impact, the issue for the Group

is to reduce the environmental impact of its activities and prevent pollution in

three major environmental aspects:

• greenhouse gas emissions;

• production of waste;

• ground, groundwater and subsurface water pollution.


Measuring and reducing the environmental footprint of our sitesReducing the environmental impact of our sites is accomplished by means of an

environmental management system, the regular expansion of ISO 14001 certifi -

cation of our manufacturing plants and the analysis of the results of our mapping

of industrial and environmental risks (measuring waste, emissions, land use as

presented in chapter 4, “Risk factors”). This also enables us to list the preventa-

tive or remedial actions needed and is in fact a decision-making tool as to the

actions to undertake.

Waste managementThe Group pays close attention to tracking waste in the various sites in France

and abroad. The tracking concerns “hazardous” waste (which due to their reactiv-

ity, fl ammability, toxicity or other hazardous properties cannot be eliminated by

the same means as other waste without creating risks to people or the environ-

ment) and “non-hazardous” waste (which poses no threat to people or the envi-

ronment). An accurate listing of the sites makes this tracking an integral part of

the Group’s non-financial reporting. The reported results make it possible to

track the generation of hazardous and non-hazardous waste of each site and to

identify the portion reused or recycled.

As a manufacturing company, Blue Solutions’ plants generate waste classifi ed as

hazardous.

Measuring and reducing greenhouse gas emissionsEvery year Blue Solutions assesses the GHG emissions from its use of energy. In

2016, in accordance with current regulations, Blue Solutions began identifying

and measuring the main emissions vectors in scope 3.

17.4.2.3. 2016 significant events

Measuring and reducing the environmental footprint of our sitesEvery year Blue Solutions reviews its environmental risks. Once these have been

identifi ed, Blue Solutions prepares appropriate action plans to limit their scope.

The table of Blue Solutions’ environmental risks is available in chapter 4 of this

document.

Waste management

Hazardous and non-hazardous waste

(in tons) 2016 data 2015 data

Total quantity of hazardous waste evacuated 239.6 274.0

Share of waste recycled or recovered 200.8 220.6

Share of disposed waste 38.8 53.4

Total quantity of non-hazardous waste evacuated 434.4 435.6

Share of waste recycled or recovered 315.9 319.7

Share of disposed waste 118.5 115.9



Developing stationary electricity storage solutionsIn partnership with Bluestorage, Blue Solutions develops energy storage and

smart management solutions for business, electricity grid operators and private

individuals. To test the potential of these solutions at full scale, a demonstrator

was put in operation at the Odet site in 2015.

The facility consists of six shelters, each equipped with twelve LMP® batteries. It

makes it possible to inject up to 1 megawatt (MW) of power every two hours, or

2 megawatt-hours (MWh) of energy, onto the electricity grid of the Blue Solutions

and Plastic fi lms division plants.

The purpose of this demonstrator is to test the ability of LMP® technology to

meet the load-shedding demands on the grid (i.e. to relieve the high-voltage grid

at peak periods when requested by the grid operator). In 2016, twelve requests

for reserve shedding capacity were made and four sheds were actually triggered

by the grid operator.

Measuring and reducing greenhouse gas emissionsIncreasing the production capacity of LMP® batteries continued into 2016.

Building on what was done in the fi rst phase of the plant inaugurated in 2013,

the design of this new machinery included systems for reducing environmental

impacts:

● Limitations on VOC (volatile organic compounds) waste

A new VOC treatment facility using thermal oxidation was commissioned in early

2016. It has operated very successfully in that all direct waste from the process

involved fi rst went through treatment. Total VOC waste of the battery plant during

2016 was 105 kg of carbon equivalent versus 250 kg in 2015.

● Energy effi ciency

The new facilities built were based on choosing machinery that was optimal in

terms of energy:

• high-performance engines equipped with speed regulators;

• heat recovery systems installed on VOC treatment and the cathode manufac-

turing process.

The successful inclusion of energy saving solutions in the design of the site was

also borne out by the regulatory energy audit conducted in December 2015.

● Measurements

The emissions factors applied come from the French Agency for the Environment

and Energy (ADEME) carbon base as of December 17, 2015.

Table of scope 1 and 2 GHG emissions

Greenhouse gas emissions

(in tons of CO2 eq.) 2016 data 2015 data

Greenhouse gas emissions associated with energy consumption scope 1(1) 1,448.30 1,468.59

Greenhouse gas emissions associated with energy consumption scope 2(2) 3,107.60 2,969.00

Greenhouse gas emissions associated with energy consumption scope 1 and 2 4,555.90 4,437.59

(1) Scope 1 corresponds to direct emissions, like energy consumption excluding electricity, fuel combustion, emissions from industrial processes and fugitive emissions (due to leaks in refrigerants,

for example).

(2) Scope 2 corresponds to indirect emissions associated with energy, such as electric consumption or steam, cold or heat consumption through distribution networks.

Blue Solutions’ principal sources of scope 3 emissions are:

• energy consumption from the use of Blue Solutions products;

• emissions associated with employees’ work travel, while not a major source,

are included in this calculation.

The data analyzed for employee travel are those for trips made by train and air-

plane. As a Bolloré Group subsidiary, Blue Solutions uses the same emissions

factors. For plane travel, the Bolloré Group distinguishes between medium-

distance (less than 2,000 km) and long-distance fl ights:

• for medium-distance fl ights the Group uses a per-fl ight emission factor of 100

to 180 passengers between 1,000 and 2,000 kilometers;

• for long-distance fl ights the Group uses an emission factor for fl ights of over

250 passengers between 8,000 and 9,000 kilometers (the estimate of an aver-

age fl ight in the Group scope of consolidation);

• for train travel, the diesel TER emission factor was used.

Data on energy consumption from the use of Blue Solutions products are not

available, due to the variety of our businesses and the resulting difficulty of

making calculations.

Table of scope 3 GHG emissions

(in tons of CO2 eq.) 2016

GHG emissions due to

employees’ work-related travel 503.17

17.5. INVESTING IN MEN AND WOMEN

As a recognized responsible employer, Blue Solutions makes labor relations a

priority in terms of human resources management. Convinced that it brings

innovation and progress, the Bolloré Group encourages constant, high-quality

dialogue with its staff .

In France, as in Canada, employees working in large industrial or commercial

structures are represented by independent trade-union organizations or by rep-

resentatives elected by the staff . Every year, negotiations are entered into and

agreements signed by labor and management on numerous issues. In 2016,

14 collective agreements were signed within the Blue Solutions scope:

• 2 agreements on compensation;

• 2 agreements on health and safety;

• 3 agreements on working conditions;

• 1 agreement on labor relations;

• 6 agreements on employee savings.

Among the nine agreements signed in France, one concerning working condi-

tions sets the commitments, actions and progress objectives in diff erent areas

such as hiring, access to employment, occupational training, and the relationship

between employees’ working and personal lives. In this agreement a variety of

measures were adopted, such as granting time off to an employee with a seri-

ously ill or disabled child.

17.5.1. HAVING A FIRST-RATE HEALTH AND SAFETY POLICY


Providing its employees with proper health and safety is a key issue for the

Bolloré Group. At its sites Blue Solutions observes the same health and safety

standards as does the Bolloré Group.

80 BLUE SOLUTIONS



Safety policyBlue Solutions follows HSE processes and standards at all of its locations. It

strives to have its HSE processes certifi ed to internationally recognized standards

and applied universally. Blue Solutions has achieved ISO 9001:2008 certifi cation

for its safety management.

Health and workplace risk reduction policyLike the Bolloré Group, Blue Solutions applies an effective worker protection

policy. It takes the form of programs of access to care and prevention where its

operations are located.

In addition, Blue Solutions pursues a policy for the prevention of harsh working

conditions. These commitments and actions build on the ongoing process for

preventing workplace risks that has been underway for several years, through the

automation of materials handling, investing in noise-abatement equipment and

measures to lessen uncomfortable postures.

This policy can be seen in the “watching your health” program (every employee

over the age of 50 receives an annual medical check-up), improved policies

dealing with mobility issues and adjustments made to workstations.


Safety policyThe company’s Health, Safety, Quality and Environment Department enlists a

network of safety representatives at each industrial site. This department, as well

as the Human Resources Department, works closely with the occupational

physicians.

Table of workplace accidents

2015 2016

Number of workplace accidents 4 6

Frequency 6.4 8.67

Severity rate 0.24 0.08

Although the number of workplace accidents rose in 2016 over 2015, their

severity was less, resulting in shorter absences.

Reduction of occupational hazardsThe work situations that expose employees the most to occupational illness are

operational jobs on the production line. The most common pathologies are

musculoskeletal disorders of the dorsolumbar region. Several investments have

been made to reduce employees’ exposure to these occupational hazards and

with good outcomes. Specifi cally, this has involved:

• installing devices that aid handling and manipulation;

• steps taken to reduce arduous postures;

• capital expenditure in better noise protection.

• Blue Solutions has achieved ISO 9001:2008 certification for its safety

management.

The company policy is to treat the maximum of hardship factors arising (noise,

arduous postures, heavy lift ing, exposure to chemicals) with preventive measures

– protective, technical and organizational.

From 2013 to 2015 personally fi tted earplugs were provided. In 2016, the rules

for wearing earplugs were extended to dielectric transformers and packaging.

Blue Solutions has established a policy for the prevention of harsh working con-

ditions. These commitments and actions fi t into the ongoing, proactive preven-

tion process that has been in place for several years against workplace hazards

(health and safety policy and collaboration with the company physician, etc.).

This policy includes “health monitoring” (starting at age 50, all employees receive

annual check-ups), improved mobility management policies and adapted work-

stations. The following actions were taken:

• a joint analysis of harsh conditions by the Human Resources Department,

management and operating personnel;

• creation of individual forms to record exposure to harsh working conditions for

every relevant workstation;

• analysis of all of the harshness factors in the risk assessment of each worksta-

tion (since 2016);

• special measures in place for employees on non-stop operations (three shift s);

• in the form of early retirement (to off set the non-retroactivity of the harshness

personal account).

17.5.2. ATTRACTING TALENT AND BUILDING EMPLOYEE LOYALTY


Blue Solutions is well aware that its development is directly linked to that of its

staff, and that their skills lie at the heart of its economic success. To remain

innovative and attentive to changes in its businesses, Blue Solutions has made

attracting and retaining talent a priority.

This concern is refl ected in the formalization of a consistent, equitable salary

policy Group-wide, in an energetic recruitment policy and in career management

support for its employees.


A consistent and equitable salary policyTo remain competitive, equitable and foster motivation, Blue Solutions’ compen-

sation policy relies on two components. Compensation must not only be consist-

ent with the operating income and with the local market practices, but must also

steer individual eff orts toward the overall performance of Blue Solutions. It is

part and parcel of meeting the objective of being an employer of choice in order

to attract the new skills the Group needs and forms part of the corporate social

responsibility eff ort.

Accordingly, as part of these guidelines, compensation and recognition can take

various forms, whether monetary or non-monetary, particularly as part of social

benefi ts, to off er an inspiring overall package to employees, primarily centered

around:

• the fixed portion, which recognizes the skills and responsibilities of the

employee in performing his or her job duties and in his or her contribution to

the collective good;

• the variable portion, which compensates commitment and the achievement of

quantitative and qualitative objectives;

• deferred compensation schemes, such as profi t-sharing or incentives in France,

which compensate collective success, and provide a way of sharing the value

created by the company with its employees;

• employee benefi ts programs in terms of retirement, job protection and savings

plans;

• and non-monetary items designed to meet specifi c local needs and constitut-

ing socially responsible responses (health centers, work scheduling, etc.).

A dynamic recruitment policyIn a world of globalized competition, recruitment has become of strategic

importance for Blue Solutions. It has a decisive impact on the company’s perfor-

mance when it matches the right people with the culture and values of the

Group.

Moreover, Blue Solutions sees diversity as a source of complementarity, social

balance and wealth in its economic development. Hiring a variety of types of

people is considered to be a creator of value in that it:

• fosters innovation and creativity by pooling diff erent skills;

• gives a better understanding of the customers’ expectations by putting at their

disposal resources that resemble them;

• helps penetrate high-growth markets in a globalized economy where diversity

has become a requirement just to enter certain markets.

Blue Solutions undertakes not to discriminate in terms of age when it comes to

recruitment. Among the 52 external new hires in 2016, 16 employees were under

30 years old (or 30.8% of total hires), 21 employees were between 30 and 39

(40.4%), and 15 employees were between 40 and 49 (28.8%).

A hands-on career management policyAware that achieving the company’s end-result means managing the long-term

careers of employees, annual reviews are conducted in all Blue Solutions compa-

nies. These make it possible on an annual basis to assess the performance of

employees while ensuring that they are adhering to the values of the Group.




A dynamic recruitment policyBlue Solutions’ policy towards schools aims to reconcile the demands of young

people pursuing their studies (high school and college students), the require-

ments of the schools and the needs of the company.

In France a great many actions were undertaken in 2016. As part of a company

familiarization program (“one day/one business”) 33 middle-school students

were brought into the company. As part of the day-long industry awareness visits

organized with Association Jeunesse Entreprise (Business and Youth Association),

4 visits were arranged and 120 students were hosted.

Another area being developed is that of work-study. Of the 40 young people

doing work-study at the company since 2010, 8 were subsequently offered

employment at Blue Solutions France.

A hands-on career management policyIn 2016, 175 annual reviews were conducted throughout Blue Solutions. These

face-to-face progress reviews allow dialogue about the objectives that were set

and met, about behavior, development objectives, assistance and training pro-

vided, and future objectives.

17.5.3. DEVELOPING THE SKILLS OF OUR EMPLOYEES


If it is to remain innovative, Blue Solutions has to anticipate the way its busi-

nesses will evolve and has therefore set as objectives the development of an

ambitious training policy and the promotion of internal transfers.


Training to prepare tomorrow’s skillsWith the economic recovery and tightening supply for certain highly-skilled

occupations, it is clear that it would no longer do to hire the talents Blue

Solutions needs from outside the company; the company must also develop and

train employees in-house. For that reason, training our employees is a major

theme at Blue Solutions.

To target the skills necessary, tools have been put in place throughout Blue

Solutions, such as occupational groupings. These are eff ective tools for tracking

careers and anticipating human capital requirements. They map out the career

moves possible within a set of related companies and the stages for accomplish-

ing them.

Promoting mobility and professional advancement opportunitiesIn ever-changing economic conditions, Blue Solutions adapts to the resulting

structural and temporal changes by fostering cooperation across business and

occupational lines. Priority is placed on internal recruitment. The Blue Solutions

Human Resources Department posts jobs to fi ll on the Exchange for company

employees. Each candidate meets with HR and the manager of the recruiting

department.

● Orientation and training program for those fi lling a new position

As soon as the employee takes up his or her new position, he or she receives an

orientation and a training program for taking on the job is put together with his

or her manager. These training activities are incorporated into the current year’s

training plan, and some are given priority in light of needed skills.

● Training/settling-in period

Each employee is given a training/settling-in period of three months. At the end

of this period, a joint review is carried out by the employee, his or her line man-

ager and the Human Resources Department in order to, in particular, determine

any additional action to be taken (internal/external training, etc.). This review is

also an occasion for defi nitively validating the job assignment.


Training to prepare tomorrow’s skillsIn 2016, 266 employees received training, and 7,613 hours of training were pro-

vided, making an average of 28.6 hours of training per employee.

To respond to an extraordinary situation in organizing production at the Bolloré

Packaging site (production volumes, weekend operation of bubble-wrap reticula-

tors, replacements, etc.), accelerated training modules were created. Similarly, to

educate all production workers (at Bolloré Packaging) about the risks of work-

place accidents, hazardous situations were fi lmed by the safety staff . These vid-

eos were then shown to all production personnel.

Promoting mobility and professional advancement opportunitiesOn average, over a one-and-a-half-year period, one person in four will change job

assignment or job title within a division. In 2016, Blue Solutions made 18

in-house hires (25.7% of all hires).

17.6. BRINGING THE GROUP TOGETHER AROUND A SHARED

CORPORATE CULTURE AND ETHICAL STANDARDS

17.6.1. AN ORGANIZATIONAL STRUCTURE FOR ENSURING BEST PRACTICES


Ensuring best practices on the part of our employees is a key issue in the eyes of

our customers and stakeholders. The Bolloré Group is organized in a way that

ensures that the practices set forth in its “Ethics and Values Charter” are shared

by all employees. As a Bolloré Group subsidiary, Blue Solutions has adopted the

same practices.


Ethics are considered one of the Bolloré Group’s assets, a factor that contributes

to reputation and loyalty. As a Bolloré Group subsidiary, Blue Solutions applies

the standards that have been adopted. The Bolloré Group created eff ective and

consistent ethical measures in order to communicate clear rules of conduct to all

of its employees. This policy is based on an Ethics Charter (2000), the commit-

ments of which were reaffi rmed in 2012 under the name “Ethics and Values”. It is

reinforced by the codes of conduct written by the divisions whenever the latter

judge it necessary to create an additional code.

According to the “Ethics and Values“ Charter, “today, the scrupulous respect of the

laws and regulations in force is not enough”. This is why the Bolloré Group is

committed to an ethical and responsible approach, based on strong commit-

ments which are conducive to shared outcomes for its activities as a whole.

Based on the principles of the United Nations Global Compact as regards human

rights, labor rights, the protection of the environment and the fi ght against cor-

ruption, as well as on the Group’s values, the approach aligns economic perfor-

mance to shared business ethics (see 17.1.).

This fi rst point breaks down into a number of obligations:

• preserve the Group’s image and shared heritage;

• ensure the necessary confi dentiality, notably as regards personal data;

• place relationships with the authorities under the ethics umbrella;

• pay very close attention to confl icts of interest;

• ensure the reliability and accuracy of fi nancial information;

• maintain business relationships that comply with ethical standards;

• ensure objectivity in choosing suppliers.

Governance of the ethical conductIn order to ensure the eff ectiveness of these measures, the Ethics Committee

defi nes and coordinates the rollout of the ethics policy within the Group. Under

the authority of the Chairman of the committee, appointed by the Chairman of

the Group, the committee comprises the Chief Executive Offi cers, the Head of

internal audit, the Group’s Human Resources Manager, the Chief Financial Offi cer,

the parent company Legal Affairs Manager, the Group Ethics and Compliance

Manager, the divisions’ Ethics and Compliance Managers and any other person

that Executive Management deems useful to add to accomplish the committee’s

objectives.

The Group Director of Ethics relies on the Ethics Directors of the divisions. A net-

work of ethics delegates has been created in the Group’s logistics division and is

under development in the others.

The Group Director of Ethics reports directly to Executive management.

82 BLUE SOLUTIONS


Ethical compliance management system in the divisions• Shared by all the divisions, the Group Ethics Charter titled “Ethics and Values”

is the reference document where the “fundamentals” of the ethics system are

articulated. It is the fi rst pillar of the whole system. The second pillar is the UN

Global Compact to which the Bolloré Group has been a signatory since 2003.

This “Ethics and Values” Charter is one of the documents handed to individuals

coming to work at the company, and is obligatory for all white-collar jobs.

• The code of conduct: this division-level document (Transportation & logistics)

defi nes the ethical areas dealt with on account of their extreme importance:

transport safety, health and safety of employees, anti-corruption, compliance

with competition rules, respect of the environment. So that everyone in that

division takes full account of them, these areas are described in terms of prin-

ciples, rules of conduct and behavior to adopt. This code is due to change in

the near future and become a standard for the whole Group.

• The management system for ethical and anti-corruption compliance: to

incorporate the ethical principles described above into our practices, the pro-

cedures manual is a collection of the rules to be followed operationally. These

involve risk assessment, awareness efforts, training, the rules to follow as

regards gift s and business entertainment, supplier selection (due diligence)

and accounting and auditing transparency of the compliance management

system.

• Whistle-blowing system: lastly, an ethical notification procedure is made

available to each division and allows for confi dential reporting to the Director

of Ethics of facts pointing to a serious breach in terms of fi nance, corruption,

anti-competitive practices, discrimination and harassment, health and hygiene

or environmental protection.


The Group’s eff orts in terms of ethics demonstrate its concern for reconciling

economic constraints and legal, regulatory and societal expectations to preserve

and develop the relationships of trust necessary for the long-term benefi t of its

businesses. The Group’s continuing commitment to broaden and deepen these

eff orts led it to decide in 2016 to strive for unifi ed ethical processes and to make

them known to all employees so that all would share the same standards. The

internal organization has the following basis:

• an Ethics, CSR and Sponsorship Committee defines the Group’s ethics

approach;

• a Group Director of Ethics was appointed to coordinate and implement the

Group’s ethics approach in all divisions. He provides ongoing advice to

Executive management. He is responsible for applying the compliance tools at

the Group level. Finally, he leads a network of ethics managers at each

division;

• the mission of the divisional managers of ethics and compliance is to apply the

Group compliance tools and see that the principles and rules in the “Ethics and

Values” Charter and the divisions’ codes of conduct are observed;

• a whistle-blowing procedure allows employees to point out any dysfunction or

irregularities observed in the fi nancial and accounting areas.

17.6.2. ENSURING THAT THE GROUP’S ACTIVITIES ARE RESPECTFUL OF HUMAN RIGHTS


The Bolloré Group has locations in 156 countries, including quite a few develop-

ing countries (being present in 46 African countries). Problems in terms of

respect for human rights are therefore important from the point of view of com-

pany ethics. Blue Solutions, as a subsidiary of the Bolloré Group, pays the same

attention to this issue as does the Bolloré Group.

17.6.2.2.Group policy

Respect of human rightsThe Bolloré Group is committed to an ethical and responsible approach, based

on strong commitments presented in its “Ethics and Values” Charter. In this con-

text, it refers in point 2 “Ensuring a trusting relationship with employees” to the

provisions of the International Labour Organization (ILO): “[…] the Group is pro-

hibited from directly or indirectly engaging in child labor or forced labor

practices”.

A responsible purchasing policyThe Bolloré Group writes environmental and ethical clauses into its master sup-

ply contracts. As a subsidiary of the Bolloré Group, Blue Solutions includes the

identical clauses in its supplier contracts. Likewise, Blue Solutions favors local

suppliers (French départements 29, 56, 22, 35, 44, 49 and 53) in its purchasing

policy.

In 2016 local purchases accounted for 27% of Blue Solutions turnover.

17.7. TAKING ACTION FOR LOCAL DEVELOPMENT

17.7.1. REGIONAL ECONOMIC DEVELOPMENT


Furthering the economic development of the regions where we are located is a

key aspect of the Bolloré Group’s activities.


With priority given to local hiring, Blue Solutions France is a major force in the

economic development of the region.


In 2016, Blue Solutions measured its impact in terms of regional employment.

Out of 311 employees of the entity employed as of December 31, 2016, 242 are

from the Brittany region, or 78% of the workforce.

In addition, Blue Solutions has “Made in Brittany” certifi cation. This association

created in the 1990s is a group of a number of businesses in Brittany promoting

the patronage of local businesses and products made in Brittany.

17.7.2. SETTING A POLICY OF LOCAL PHILANTHROPY


The policy of local philanthropy adopted by the Group reflects its values,

embodies the major themes of its social responsibility policy and contributes to

the economic and social development of the regions where the Group is located.


The Bolloré Group’s solidarity policy is based on Fondation de la deuxième

chance (or Second Chance Foundation), the Jean Bosco Home and a policy of

local philanthropy and employee volunteering.

Fondation de la deuxième chance: fi ghting social exclusion and promoting joint commitmentFondation de la deuxième chance was created in 1998 by Vincent Bolloré, who

still chairs it in 2016. It was recognized as an entity of public utility in 2006 and

on October 13, 2011 was awarded the IDEAS label, which was renewed in

October 2015. This label gives donors confi dence that the charity concerned fol-

lows best practice in terms of governance, fi nancial management and monitoring

the eff ectiveness of actions taken.

Blue Solutions also supports Fondation de la deuxième chance by providing

physical facilities for its use. Blue Solution serves as the local offi ce of Fondation

de la deuxième chance for the Quimper Cornouaille area.

The Jean Bosco Home, a new community initiative by the Bolloré GroupThis historic hostel of the religious order “Petites Sœurs des Pauvres”, built in

1896 and located in the 16th district of Paris, was entirely renovated between

2012 and November 2015. Today, it has more than 160 beds, mainly used by

young students from French provinces and from abroad, but also provides rooms

for young people suffering from illness and for elderly persons. In 2017,

Fondation de la deuxième chance will move into this space.

A policy of sponsorship and employee volunteeringThe Bolloré Group’s sponsorship policy focuses on two areas: health, through

crisis management and emergency systems, the development of preventive

health programs and education to uncover and support local talents.

The Group’s philanthropic activities also take the form of employee volunteering

programs developed by Havas and cultural and athletic sponsorships in support

of the major causes of health and education. Because of its operations and its

geographic locations in France and Canada, Blue Solutions gives preference to

local sponsorship.




Fondation de la deuxième chance: fi ghting social exclusion and promoting joint commitmentIn 2016, nine applicants were given professional training and/or retraining. These

involved, for example:

• fi nancial aid for training (HR assistant, training in personal care and assistance,

certifi cate of professional aptitude for fashion industry occupations, etc.);

• fi nancial aid to help complete training or resume a job (e.g. fi nancial aid to buy

a vehicle in order to get training).

A policy of sponsorship and employee volunteeringBesides its support of Fondation de la deuxième chance, in 2016 Blue Solutions

took 42 local actions (mainly athletic, cultural, humanitarian and for medical

research) in the amount of 8,187 euros. Among these actions were:

• financial assistance to local cultural associations such as bagads (Breton

musical groups) and to the Quimper branch of the Youth in Business

Association;

• fi nancial contribution to local cultural events: Festidreuz, the Cherry Festival,

etc.;

• fi nancial contribution to local athletic events.

Blue Solutions Canada also had two projects amounting to 1,960 euros.

17.8. OTHER REGULATORY INDICATORS

AND CROSS-REFERENCE TABLE

17.8.1. REGULATORY INDICATORS

17.8.1.1. Social information

NOTE ON METHODOLOGY

● Organization

The reporting process relies on three levels of involvement:

• at headquarters level: the Group’s human resources information systems

department organizes and supervises the reporting of information throughout

collection. It consolidates the social indicators of the divisions;

• at division level: the division representatives makes sure the process runs

smoothly, approving all fi les collected within this scope;

• at local level: local representatives are responsible for completing the collec-

tion fi les.

● Collection period of scope

The data relating to the reporting year are collected on January 1 of the following

year for the period from January 1 to December 31.

The Consolidation department sends the list of the Group’s consolidated compa-

nies, indicating for each one the method of consolidation as well as the percent-

age of integration.

The data were collected from all fully-consolidated companies.

Total at December 31, 2016 provided the company has a workforce. The collec-

tion scope is identical to the fi nancial scope.

● Note on methodology

At December 31, 2016, Blue Solutions had 455 employees in three legal entities:

• Blue Solutions, based in France;

• Blue Solutions Canada, based in Canada;

• and Capacitor Sciences Inc. based in the United States (consolidated during the

2nd quarter of 2016).

● Indicators

Employee information reporting counts each employee as one unit, regardless of

how long that employee worked during the year.

The subjects covered in our information collection are workforce, staff mobility,

absenteeism, compensation, training, employee savings and professional

relations.

In 2016, a number of indicators were used for international companies (training,

absenteeism, employee relations, affi rmative hiring and disabilities). Indicators

pertaining to compensations were again this year reported only for the French

company Blue Solutions.

● Collection fi les

Two collection files for each company are automatically generated from the

centrally held data:

• one fi le containing the collection fi le from the previous year;

• one predefi ned fi le for the collection for the current year.

There are two types of collection fi les:

• for French companies: workforce and corporate information;

• for non-French companies: workforce.

The forms are pre-completed based on the type of operation:

• internal (French companies whose pay is centrally managed): individual data

on employees are pre-completed in full and must be verifi ed;

• external (companies whose pay is not centrally managed): the collection fi les

are not pre-completed, the data must be entered and verifi ed.

The workforce in the collection fi les pertains only to open-ended and fi xed-term

contracts.

● Monitoring and validation

To ensure the reliability of the indicators, the Human Resources Department has

set up:

• a user guide and interactive assistance;

• a hotline providing support to representatives.

The monitoring and validation objectives are as follows:

• detect discrepancies recorded in the reporting tool;

• ensure the reliability of data by using a two-step validation process (division,

local).

To ensure the consistency of the data entered in the reporting tool, the steps for

validation are consecutive. The data entered is subject to integrity checks, to

detect inconsistencies in the data for the same employee.

The reporting tool also detects errors at each stage of validation as well as a

check for completeness.

In case of a change in the workforce for a scope, the Group’s Human Resources

Department will ask the representatives to provide justifi cation.

COMPANY INFORMATION

● Scope: worldwide

At December 31, 2016, Blue Solutions had 455 employees, a 12.1% increase from

2015.

Workforce at December 31, 2016

Employees by activity and by geographical region

France Canada

United

States Total

NUMBER 311 129 15 455

AS A PERCENTAGE 68.3 28.4 3.3 100

Workforce per country

29%Canada

3%United States

68%France

Among the 455 employees of Blue Solutions, 311 are located in France, 129 in

Canada and 15 in the United States.

84 BLUE SOLUTIONS


Changes in workforce

2014 2015 2016

France 208 278 311

Canada 154 128 129

United States – – 15

TOTAL 362 406 455

Workforce by type of population

Men Women

Management

staff

Non-

management

staff

Open-ended

employment

contracts

Fixed-term

contracts Total

France 262 49 80 231 301 10 311

Canada 113 16 66 63 127 2 129

United States 14 1 8 7 15 0 15

TOTAL 389 66 154 301 443 12 455

AS A PERCENTAGE 85.5 14.5 33.8 66.2 97.4 2.6 100.0

At December 31, 2016, Blue Solutions employed 66 women, or 14.5% of the total workforce.

At December 31, 2016, the company employed 154 management staff (or 33.8% of the total workforce, up 4 points) and 301 non-management staff (or 66.2% of the

total workforce).

Of the 455 employees, 97.4% are on open-ended contracts, or 443 individuals.

Employee numbers by age

Under 30 years old 30 to 39 years old 40 to 49 years old

50 years old and

over Total

France 36 101 118 56 311

Canada 9 41 41 38 129

United States 2 7 3 3 15

TOTAL 47 149 162 97 455

AS A PERCENTAGE 10.3 32.7 35.6 21.4 100.0

Recruitment and departuresIn 2016, Blue Solutions took on 58 new employees, including 84.5% under open-ended contracts. Internal recruiting, considered to be transfers, are not taken into

account.

An employee with several contracts throughout the year is counted only once.

New hires Total % France Canada United States

Open-ended contracts (CDI) 49 84.5 35 8 6

Fixed-term contracts (CDD) 9 15.5 8 1 0

TOTAL 58 100 43 9 6

A total of 36 employees left the company in 2016. Transfers are not counted as departures. Employees who completed several contracts were each counted only once.

Departures Total % France Canada United States

Resignations 11 30.6 5 6 0

End of fi xed-term contracts (CDD) 3 8.3 3 0 0

Dismissals 17 47.2 3 14 0

Retirements 3 8.3 1 2 0

Other 2 5.6 1 1 0

TOTAL 36 100.0 13 23 0



Training

In France

At Blue Solutions France, 200 employees took at least one training session during the year.

Men Women Management staff Non-management staff Total

NUMBER 171 29 49 151 200

AS A PERCENTAGE 85.50 14.50 24.50 75.50 100.00

In 2016, a total of 5,810 hours of training was provided, for an average of 29 hours per employee. Blue Solutions France budgeted 236,921 euros, or 1.2% of total

payroll, to employee training.

In Canada

At Blue Solutions Canada, 66 employees took at least one training session during the year.

Men Women Management staff Non-management staff Total

NUMBER 59 7 31 35 66

AS A PERCENTAGE 89.39 10.61 46.97 53.03 100.00

In 2016, a total of 1,803 hours of training was provided, for an average of 27.3 hours per employee. Blue Solutions Canada budgeted 94,986 euros, or 1.1% of total

payroll, to employee training.

In the United States

At Capacitor Sciences Inc., no training was given in 2016 (the company was consolidated as of the second half of the year).

Compensation

In France

The gross annual compensation (subject to social security contributions) of all Blue Solutions France’s employees in 2016 was 13,216,093 euros.

In Canada

The gross annual compensation (subject to social security contributions) of all Blue Solutions Canada’s employees in 2016 was 7,461,613 euros.

86 BLUE SOLUTIONS


Social indicators 2016

Workforce by type of contract

% open-ended contract (CDI) 97.4

% fi xed-term contract (CDD) 2.6

Workforce by gender

% men 85.5

% women 14.5

Workforce by age

% aged <30 10.3

% aged 30-39 32.7

% aged 40-49 35.6

% aged 50 and over 21.4

Hiring and departures

New employees hired 58

Including hires in open-ended contracts (CDI) 49

Departure

Departures 36

Redundancies 17

Training

Number of training hours given 7,613

Average number of training hours given per participant 28.6

Absenteeism

Number of employees that were absent for at least one day 309

Total number of days absent 3,949

Sick leave 2,517

Maternity/paternity leave 439

Accidents in the workplace or travelling to or from work 17

Including work-related illnesses 0

Including other 976

Labor relations and collective agreements

Number of collective agreements signed 14

Agreements on compensation 2

Agreements on health and safety 2

Agreements on working conditions 3

Agreements on labor relations 1

Agreements on employee savings 6

Organization of working time

% full-time employees 97.3

% part-time employees 2.7

Affi rmative hiring and disabilities

Employees with disabilities 7

Staff services and activities (France)

Budget for staff and cultural services and activities and Works Council 302,509



17.8.1.2. Environmental data

Water and energy consumption table

Water and energy consumption

Unit of

measurement 2016 data 2015 data

Water consumption

Water (network) m3 4,189 4,189

Consumption per employee 9.5 10.4

Energy consumption

Electricity consumed in buildings (offi ces, warehouses, factories, etc.)(1) MWh 27,021 24,194

Consumption per employee 61.4 60.3

Diesel consumed by the passenger transport fl eet m3 3 3.2

Gasoline consumed by the passenger transport fl eet m3 2.4 3

Natural gas consumed m3 666,436 678,537

Diesel consumed by buildings (generators) m3 9.0 7

(1) Electricity consumption by car-sharing vehicles was 32,421.5 MWh in 2016. It is not included in this fi gure.

Amount of provisions and guarantees for environmental hazards (provided this information is not such as to cause signifi cant harm to the company in an ongoing

lawsuit). See note 9 to the fi nancial statements “Statement of provisions and impairments” (20.3).

17.8.1.3. Environmental, health and safety and social reporting

Scope of reportingThe reporting scope includes Blue Solutions France and Blue Solutions Canada,

or 100% of the workforce.

Bluebus consumption of electricity and water are included. Non-hazardous

waste produced by Bluebus are also included.

Reporting methodology

● Reporting protocol

This document refers to the CSR reporting issues, describes the respective roles

and responsibilities of the managers, the rank 1 and 2 validators and the contrib-

utors, as well as the organization of the campaign. It is disseminated to all per-

sons concerned before the start of the campaign. It is also archived and made

available to all in the reporting soft ware.

● Indicators and guidelines

A set of indicators has been defi ned covering all areas of CSR and broken into

four subjects: health and safety, environment, ethics and social information. The

indicators were made available to everyone when the reporting protocol was sent

out. All of the indicators follow the NRE law, the Grenelle II law, the GRI and the

specifi c needs of the Group’s business activities.

● Reporting questionnaire and consistency checks

The reporting questionnaire is divided into six interrelated parts:

• structure of the entity;

• sharing the same business ethics;

• guaranteeing the health and safety of employees;

• managing and reducing risks;

• optimization of products and services;

• getting involved in and contributing to local development in partnership with

the local community.

Consistency tests were devised to meet the requests of the Statutory Auditors

with a view to more reliable reporting.

● Collection period

Data is collected for the year (i.e. from January 1 through December 31). The data

collection period runs from January 1 to January 31, N+1. For missing data, esti-

mates can be made.

Calculation of GHG emissionsFor scopes 1 and 2, the greenhouse gas emissions shown in the document are

related to the energy consumption of Blue Solutions France and Blue Solutions

Canada. Emissions associated with refrigerating fl uids are not included in the

calculation. The calculation Method is the ADEME carbon base method issued

December 17, 2015. For GHG emissions associated with electricity consumption,

the national emissions factor available in the carbon basis was used.

For Scope 3, the Group identifi ed the most important sources of emissions, i.e.

the use of products and employee travel by train and plane.

• For plane travel, the Bolloré Group distinguishes between medium-distance

(less than 2,000 km) and long-distance fl ights.

• For medium-distance fl ights the Group uses a per-fl ight emission factor of 100

to 180 passengers between 1,000 and 2,000 kilometers.

• For long-distance fl ights the Group uses an emission factor for fl ights of over

250 passengers between 8,000 and 9,000 kilometers (the estimate of an aver-

age fl ight in the Group scope of consolidation).

For emissions related to train travel, it impossible to list all the trips made; con-

sequently, Blue Solutions decided to use the gasoline TER emission factor in the

ADEME base, as did the Bolloré Group.

88 BLUE SOLUTIONS


17.8.2. GRENELLE II CROSS-REFERENCE TABLE

Required Grenelle II information GRI 4

ISO

26000/2010

Global

Compact Information published in the 2016 registration document

Scope covered

by the indicator

(registration

document)

Social information

Total workforce and distribution

by gender, age, geographical

area

G4-LA1 6.4.3 See 17.8.1. Regulatory indicators and cross-references

Social data

Group

Hiring and departures G4-LA1

(employee

turnover rate)

6.4.3 See 17.5. Investing in men and women

A dynamic recruitment policy

See 17.8.1. Regulatory indicators and cross-references

Social data

Group

Compensation and change over

time

G4-EC1

G4-EC5

6.8.1

6.8.2

17.5. Investing in men and women

A consistent and equitable salary policy

Managing the long-term careers of our employees


Social data

France

Organization of working time 6.4.1

6.4.2


Social data

Group

Absenteeism G4-LA6 6.4.6 See 17.8.1. Regulatory indicators and cross-references

Social data

Organization of labor relations

(in particular the procedures for

informing and consulting staff

as well as negotiation

procedures)

G4-HR4 6.4.5 #3 17.5. Investing in men and women Group

Collective agreements Concerning

freedom of

association and

protection of the

right to organize

G4-HR4

6.4.5 #3 See 17.8.1. Regulatory indicators and cross-references

Social data

France

Health and safety conditions G4-LA5

to G4-LA8

6.4.6

6.4.8

#4-5 See 17.5.1. Having a fi rst-rate health and safety policy

4. Risk factors

Table of environment-related industrial risks

Group

Workplace accidents G4-LA6

G4-LA7

(work-related

illnesses)

6.4.6

6.4.8

#4-5 See 17.5.1. Having a fi rst-rate health and safety policy

Table of workplace accidents

France

Report of agreements signed

with trade unions or staff

representatives regarding

occupational health and safety

G4-LA8 6.4.6 #4-5 Investing in men and women

Having a fi rst-rate health and safety policy


Social data

France

Training policies G4-LA10 6.4.7

6.8.5

17.5. Investing in men and women

17.5.3. Developing the skills of our employees

Group

Total number of hours

of training

G4-LA9 6.4.7 17.5. Investing in men and women


Social data

France

Measures taken to promote

gender equality

G4-LA13 6.3.5

6.4.3

6.6.6

7.3.1


Social data

Group

Measures implemented

to promote the hiring

and inclusion of persons

with disabilities

G4-LA12 6.3.7

6.3.10

6.4.3


Social data

France




ISO

26000/2010

Global


Scope covered

by the indicator

(registration

document)

Policy to combat discrimination G4-HR3 6.3.6

6.3.7

6.3.10

6.4.3

17.6. Bringing the Group together around a shared

corporate culture and ethical standards

17.6.1.2. Ethical compliance management system

in the divisions

Group

Respecting freedom of

association and the right

to collective bargaining

G4-HR4 6.3.3

6.3.4

6.3.5

6.3.8

6.3.10

6.4.5

6.6.6

#3 17.5. Investing in men and women Group

Elimination of discrimination

in respect of employment

and occupation

G4-HR3 6.3.10 #6 17.6. Bringing the Group together around a shared


17.6.1.2. Ethical compliance management system

in the divisions

Group

Elimination of forced

or compulsory labor

G4-HR6 6.3.3

6.3.4

6.3.5

6.3.10

6.6.6

#4-5 17.6. Bringing the Group together around a shared


17.6.2. Ensuring that the Group’s activities

are respectful of human rights

Group

Eff ective abolition of child labor G4-HR5 6.3.3

6.3.4

6.3.5

6.3.7

6.3.10

6.6.6

6.8.4



17.6.2. Ensuring that the Group’s activities


Group

Environmental information

Organization of the company

to respond to environmental

issues and, where applicable,

environmental evaluation

and certifi cation processes

G4-DMA

Environmental

category

6.5.1

6.5.2

4.6. Legal risks

17.4.2. Investing to protect the environment


Environmental data

Group

Training and education of

employees on the protection

of the environment

Environmental

category

6.5.1

6.5.2

#7-8-9 17.4.2. Investing to protect the environment Group

Means used to prevent

environmental hazards

and pollution

G4-EN20

to G4-EN28

G4-SO1

and G4-SO2

6.5.3 #7-8-9 17.4.2. Investing to protect the environment

4. Risk factors


Group

Amount of provisions and

guarantees for environmental

hazards (provided this

information is not such as to

cause signifi cant harm to the

company in an ongoing lawsuit)

G4-EC2 6.5.5 20.4. Financial statements

See note 9, table – “Provisions for contingencies

and charges”

Group

Measures to prevent, reduce or

remedy emissions into air,

water and soil that seriously

damage the environment

G4-EN20

to G4-EN28


4. Risk factors


Group

Measures to prevent, recycle

and eliminate waste

G4-EN20

to G4-EN28


4. Risk factors


Group

Taking account of noise

pollution and any other form of

pollution specifi c to an activity

G4-EN20

to G4-EN28

6.5.3 #7-8-9 17.5.1.3. 2016 signifi cant events

Safety policy

Group

Water consumption and water

supply having regard to local

constraints

G4-EN22

G4-EN26

G4-EN8

to G4-EN10

6.5.3 #7-8-9 See 17.8.1. Regulatory indicators and cross-references

Social data

Group

90 BLUE SOLUTIONS



ISO

26000/2010

Global


Scope covered

by the indicator

(registration

document)

Consumption of raw materials

and measures taken to use

them more effi ciently

G4-EN1 G4-EN2 6.5.4 Commercial contracts

Supply contracts for the raw materials and components

necessary for the manufacture of LMP batteries®

Group

Energy consumption and

measures taken to use it more

effi ciently

G4-EN3

to G4-EN7

6.5.4

6.5.5

#7-8-9 17.4.2. Investing to protect the environment

See 17.8.1.2. Regulatory indicators and cross-reference

table

Environmental data

Group

Land use #7-8-9 17.4.2. Investing to protect the environment


Group

Greenhouse gas emissions

(art. 75 Grenelle II)

G4-EN15

to G4-EN21

6.5.3

6.5.5

#7-8-9 17.4.2. Investing to protect the environment

Table of greenhouse gas emissions scopes 1 and 2

France

Adapting to the consequences

of climate change

G4-EC2

G4-EN6

G4-EN7

G4-EN15

to G4-EN20

G4-EN27

6.5.5 #7-8-9 17.1.1.1. The development of electrical mobility

Developing and deploying clean, smart transportation

systems

Investing to protect the environment

Group

Measures taken to conserve or

enhance biodiversity

G4-EN11

to G4-EN14

G4-EN26

6.5.6 #7-8-9 4. Risk factors


Bolloré Logistics

Bolloré SA

(vineyards)

Social information

Geographical, economic

and social impact on jobs

and regional development

G4-EC8 6.8.5 Taking action for local development

Regional economic development

Group

Geographical, economic and

social impact on neighboring

or local populations

G4-HR8 6.3.4

6.3.6

6.3.7

6.3.8

6.6.7

6.8.3

Taking action for local development

Regional economic development

Group

Nature of the relations with

these persons or organizations

G4-SO1

Principle of

stakeholder

involvement

6.3.9

6.5.1

6.5.2

6.5.3

6.8

17.2.2. Stakeholder relations Group

Partnership or sponsorship

initiatives

G4-EC1 6.8.9 17.7.2. Setting a policy of local philanthropy Group

Inclusion of social

and environmental issues

in the purchasing policy

G4-EC9 6.4.3

6.6.6

6.8.1

6.8.2

6.8.7

#1-2 17.6.2. Ensuring that the Group’s activities


Group

Extent of subcontracting

and taking account in dealings

with suppliers and

subcontractors of their

corporate social responsibility

G4-SO9 6.3.5

6.6.1

6.6.2

6.6.6

6.8.14

6.8.2

7.3.1



Group

Initiatives to prevent corruption G4-SO3

to G4-S05

6.6.3 #10 Bringing the Group together around a shared corporate

culture and ethical standards

Organization to ensure fair business practices

Group




ISO

26000/2010

Global


Scope covered

by the indicator

(registration

document)

Measures taken to encourage

the health and safety of

consumers

G4-PR1

to G4-PR4

6.7.4 17.2.1.3. A network of data protection and liberties

liaisons to ensure the protection of personal data

The Group has

no products or

services directly

connected to

consumers,

except for

passenger

transport

activities

Other measures taken

to promote human rights

G4-EN34

G4-LA16

G4-HR3

G4-HR8

G4-HR12

G4-SO11

6.3.6 #1-2 17.6.2. Ensuring that the Group’s activities


Group

Circular economy

Actions taken against food

waste

Because of

its business

activities, the

Group is able

to help combat

food waste

through

awareness

campaigns that

it conducts from

time to time.

However, the

impact from

its internal

operations that

it might have

on this issue

is limited.

17.9. SHARE SUBSCRIPTIONS OR PURCHASE OPTIONS

17.9.1. CURRENT DELEGATIONS OF POWERS

None.

17.9.2. SHARE SUBSCRIPTION OR PURCHASE OPTION PLANS

17.9.2.1. Share subscription or purchase options granted by Blue Solutions

None.

17.9.2.2. Share subscription or purchase options granted by related companies

None.

92 BLUE SOLUTIONS


17.10. FREE SHARES AWARDED BY BLUE SOLUTIONS

Granted by Blue Solutions

The Extraordinary General Meeting of Blue Solutions held on August 30, 2013

authorized the Board of Directors to proceed to award existing or forthcoming

Blue Solutions shares as free shares to employees and company offi cers, under

the conditions stipulated by law. The duration of the authorization is for a period

of thirty-eight months and the number of shares distributed may not represent

more than 2% of the company’s share capital.

This authorization was partially used by the Board of Directors at its meeting of

January 7, 2014, when it decided to permit the award of a maximum, fixed

amount of 380,000 free shares (corresponding to 1.32% of share capital).

On January 8 and April 7, 2014, the Chief Executive Offi cer and the Chairman, in

accordance with the powers conferred upon them by the Board of Directors and

observing all rules established by the General Meeting and by the Board of

Directors, proceeded to award 378,000 free shares.

The terms and conditions for granting free shares are as follows:

First grant Second grant

Total number of shares granted: 378,000 364,500 13,500

Grant date January 8, 2014 April 7, 2014

Vesting period (4 years) January 8, 2018 April 7, 2018

Holding period (2 years) January 8, 2020 April 7, 2020

Number of recipients 78 2

Cumulative number of granted shares expired 20,000 –

Number of free shares at December 31, 2016: 358,000 344,500 13,500

17.11. SHAREHOLDINGS, STOCK OPTIONS AND FREE

SHARES GRANTED TO MEMBERS OF THE BOARD

OF DIRECTORS AND EXECUTIVES

According to information received by the company from the directors, the direc-

tors together held 0.034% of the company’s capital and 0.018% of its voting

rights at December 31, 2016.

17.11.1. HISTORY OF THE GRANTS OF SHARE SUBSCRIPTION OR PURCHASE OPTIONS TO COMPANY OFFICERS

None.

17.11.2. HISTORY OF THE GRANTS OF FREE SHARES TO COMPANY OFFICERS

Blue Solutions Board of Directors meeting of January 7, 2014 acting on the authorization of the Blue Solutions Extraordinary General Meeting of August 30, 2013January 8, 2014 grant.

Vesting period: four years.

Holding period: two years.

Solutions Shares granted

Cyrille Bolloré 15,000

Didier Marginèdes 15,000

17.11.3. HISTORY OF PERFORMANCE SHARE GRANTS TO THE CHIEF EXECUTIVE OFFICER

Blue Solutions Board of Directors meeting of January 7, 2014 acting on the authorization of the Blue Solutions Extraordinary General Meeting of August 30, 2013January 8, 2014 grant.

Vesting period: four years.

Holding period: two years.

Blue Solutions Shares granted

Gilles Alix 25,000

Two non-cumulative performance criteria are set as thresholds to be attained in

order for all the shares to vest:

1. criterion based on EBITDA: a 2017 EBITDA greater than 60 million euros;

2. criterion based on market capitalization: market capitalization as of

December 31, 2017 greater than 700 million euros.

If 2017 EBITDA is between 40 euros and 60 million euros, only 50% of the shares

granted will vest. No shares will vest if the 40 million euros threshold is not

reached.

If the market capitalization as of December 31, 2017 is between 600 and

700 million euros, only 80% of the shares granted will vest. No shares will vest if

the 600 million euros threshold is not reached.

As the two criteria are not cumulative, the most favorable of them will be used.

Summary statement of transactions made during the 2016 fi scal year and by persons referred to in article L. 621-18-2 of the French Monetary and Financial CodeIn 2016, the transaction declared under article L. 621-18-2 of the French Monetary and Financial Code was the following:

Identity of the

declaring party Date of transaction

Nature of the

transaction Number of shares

Unit price

(in euros)

Amount of the

transaction(in euros) AMF reference

Vincent Bolloré 01/07/2016 Acquisition 1,000 19.6461 19,646.10 2016DD408880

17.12. EMPLOYEE OWNERSHIP OF THE COMPANY’S SHARE CAPITAL

None.


Report by the independent third party

Report by the independent third party , on the consolidated human resources, environmental and social information included in the management report

For the year ended December 31, 2016

This is a free English translation of the Statutory Auditors’ report issued in French

and is provided solely for the convenience of English-speaking readers. This report

should be read in conjunction with, and construed in accordance with, French law

and professional standards applicable in France.

To the Shareholders,

In our capacity as independent third party and certifi ed by Cofrac under number

3-1048(1), we hereby report to you on the consolidated human resources, environ-

mental and social information for the year ended December 31, 2016 included in

the management report (hereinaft er named “CSR Information”), pursuant to article

L. 225-102-1 of the French company law (Code de commerce).

COMPANY’S RESPONSIBILITY

The Board of Directors is responsible for preparing a company’s management

report including the CSR Information required by article R. 225-105-1 of the

French company law (Code de commerce) in accordance with the reporting proto-

col used by the company (hereinaft er the “Guidelines”), summarised in the man-

agement report and available on request from the company’s head offi ce.

INDEPENDENCE AND QUALITY CONTROL

Our independence is defi ned by regulatory texts, the French Code of Ethics (Code

de déontologie) of our profession and the requirements of article L. 822-11 of the

French company law (Code de commerce). In addition, we have implemented a

system of quality control including documented policies and procedures

regarding compliance with the ethical requirements, French professional stand-

ards and applicable legal and regulatory requirements.

RESPONSIBILITY OF THE INDEPENDENT THIRD PARTY

On the basis of our work, our responsibility is to:

• attest that the required CSR Information is included in the management report

or, in the event of non-disclosure of a part or all of the CSR Information, that an

explanation is provided in accordance with the third paragraph of article

R. 225-105 of the French company law (Code de commerce – Attestation

regarding the completeness of CSR Information);

• express a limited assurance conclusion that the CSR Information taken as a

whole is, in all material respects, fairly presented in accordance with the

Guidelines (Conclusion on the fairness of CSR Information).

Our work involved eight persons and was conducted between December 2016

and April 2017 during an eight-week period. We were assisted in our work by our

sustainability experts.

We performed our work in accordance with the order dated May 13, 2013 defi n-

ing the conditions under which the independent third party performs its

engagement and the professional guidance issued by the French Institute of

Statutory Auditors (Compagnie nationale des commissaires aux comptes) relating

to this engagement and with ISAE 3000(2) concerning our conclusion on the fair-

ness of CSR Information.

I. ATTESTATION REGARDING THE COMPLETENESS

OF CSR INFORMATION

NATURE AND SCOPE OF OUR WORK

On the basis of interviews with the individuals in charge of the relevant depart-

ments, we obtained an understanding of the company’s sustainability strategy

regarding human resources and environmental impacts of its activities and its

social commitments and, where applicable, any actions or programmes arising

from them.

We compared the CSR Information presented in the management report with the

list provided in article R. 225-105-1 of the French company law (Code de

commerce).

For any consolidated information that is not disclosed, we verifi ed that explana-

tions were provided in accordance with article R. 225-105, paragraph 3 of the

French company law (Code de commerce).

We verifi ed that the CSR Information covers the scope of consolidation, i.e., the

company, its subsidiaries as defi ned by article L. 233-1 and the controlled enti-

ties as defi ned by article L. 233-3 of the French company law (Code de commerce)

within the limitations set out in the methodological note, presented in the

management report.

CONCLUSION

Based on the work performed, we attest that the required CSR Information has

been disclosed in the management report.

II. CONCLUSION ON THE FAIRNESS OF CSR INFORMATION

NATURE AND SCOPE OF OUR WORK

We conducted around ten interviews with the persons responsible for preparing

the CSR Information in the departments in charge of collecting the information

and, where appropriate, responsible for internal control and risk management

procedures, in order to:

• assess the suitability of the Guidelines in terms of their relevance, complete-

ness, reliability, neutrality and understandability, and taking into account

industry best practices where appropriate;

• verify the implementation of data-collection, compilation, processing and

control process to reach completeness and consistency of the CSR Information

and obtain an understanding of the internal control and risk management

procedures used to prepare the CSR Information.

We determined the nature and scope of our tests and procedures based on the

nature and importance of the CSR Information with respect to the characteristics

of the company, the human resources and environmental challenges of its

activities, its sustainability strategy and industry best practices.

(1) Whose scope is available at www.cofrac.fr.

(2) ISAE 3000 – Assurance engagements other than audits or reviews of historical fi nancial information.

94 BLUE SOLUTIONS

Report by the independent third party

Regarding the CSR Information that we considered to be the most important(3):

• at parent entity level, we referred to documentary sources and conducted

interviews to corroborate the qualitative information (organization, policies,

actions), performed analytical procedures on the quantitative information and

verifi ed, using sampling techniques, the calculations and the consolidation of

the data. We also verifi ed that the information was consistent and in agree-

ment with the other information in the management report;

• at the level of a representative sample of entities/divisions/sites selected by

us(4) on the basis of their activity, their contribution to the consolidated indica-

tors, their location and a risk analysis, we conducted interviews to verify that

procedures are properly applied, and we performed tests of details, using

sampling techniques, in order to verify the calculations and reconcile the data

with the supporting documents. The selected sample represents on average

29% of headcount and between 19% and 77% of quantitative environmental

data disclosed.

For the remaining consolidated CSR Information, we assessed its consistency

based on our understanding of the company.

We also assessed the relevance of explanations provided for any information that

was not disclosed, either in whole or in part.

We believe that the sampling methods and sample sizes we have used, based on

our professional judgement, are sufficient to provide a basis for our limited

assurance conclusion; a higher level of assurance would have required us to carry

out more extensive procedures. Due to the use of sampling techniques and other

limitations inherent to information and internal control systems, the risk of not

detecting a material misstatement in the CSR Information cannot be totally

eliminated.

CONCLUSION

Based on the work performed, no material misstatement has come to our

attention that causes us to believe that the CSR Information, taken as a whole, is

not presented fairly in accordance with the Guidelines.

Neuilly-sur-Seine, on April 26, 2017

The independent third party

Deloitte & Associés

Jean Paul Séguret

Partner

(3) Social quantitative information: headcount on December 31, 2016, workforce by type of contract, number of recruitments, number of departures, number of redundancies, number of work accidents, frequency rate, severity rate, number of employees who attended at least one training during the year, number of training hours.

Environmental quantitative information: total hazardous and non-hazardous waste removed, network water consumption, electricity consumed in buildings (offi ces, warehouses, factories), total quantity of natural gas consumed, GHG emissions coming from energy consumption (scopes 1 and 2).

Qualitative information: a coherent and fair salary policy, develop our employees’ skills, membership of the UN Global Compact and implementation of a code of ethics and conduct, industrial and environmental risks mapping, evaluation of scope 3 emissions, a sustainable sourcing policy.

(4) Blue Solutions Canada Inc. (Canada).


18. Major shareholders


18.1. INFORMATION ON SHAREHOLDER BASE AT DECEMBER 31, 2016

Number of shares

% of share

capital

Number of votes

(AMF General

Regulation

art. 223-11 par. 2)

% of voting

rights

Number of votes

exercisable at

Meetings

% of votes

exercisable at

Meetings

Bolloré SA 20,532,875 71.20 41,065,750 75.34 41,065,750 75.34

Bolloré Participations 5,133,222 17.80 10,266,444 18.83 10,266,444 18.83

Other Bolloré Group companies 5 0.00 10 0.00 10 0.00

Subtotal: Bolloré Group 25,666,102 89.00 51,332,204 94.17 51,332,204 94.17

Public 3,172,214 11.00 3,176,050 5.83 3,176,050 5.83

TOTAL 28,838,316 100.00 54,508,254 100.00 54,508,254 100.00

To the best of the company’s knowledge, no other shareholder apart from those

listed in the table above holds more than 5% of the company’s capital or voting

rights.

On April 7, 2016, Vincent Bolloré declared that, on April 3, 2016, he had indirectly

via the companies he controls crossed above the threshold of 90% of the compa-

ny’s voting rights.

At December 31, 2016, there were 82 shareholders with registered shares in

82 registered share accounts (14 direct accounts and 68 administered accounts)

(source: CM-CIC Securities).

As of December 31, 2016, there were no registered shares pledged as collateral.

Group employees do not hold a percentage of the company’s equity under the

terms of article L. 225-102 of the French company law (Code de commerce).

18.2. VOTING RIGHTS

Law no. 2014-384 of March 29, 2014, the so-called “Florange law” established, in

the absence of a contrary clause of the articles of association adopted subse-

quent to its enactment, double voting rights for fully paid-up shares with docu-

mented registration of two years in the name of the same shareholder (article

L. 225-123 of the French company law – Code de commerce).

The counting of the two-year holding period began on April 2, 2014, the date of

entry into force of the Florange law.

As a result, since April 3, 2016, Blue Solutions shareholders have automatically

had double voting rights if the conditions required by the law are met.

18.3. ISSUER’S CONTROL

The Blue Solutions Group is directly and indirectly controlled by Vincent Bolloré and his family. Corporate governance measures have been put in place and are

described in the Chairman’s report on internal audit, in sections 16.3. “Information on the Audit Committee and the Compensation and Appointments Committee” and

16.4. “Corporate governance system”.

The Board of Directors has three independent directors.

BREAKDOWN OF SHARE CAPITAL OVER THE PAST THREE FISCAL YEARS

To the best of the company’s knowledge, the breakdown of share capital ownership of Blue Solutions was as follows and no shareholder other than those listed below

held more than 5% of the share capital:

(as a percentage)

At December 31, 2013 At December 31, 2014 At December 31, 2015

Shareholding Voting rights(1) Shareholding Voting rights(1) Shareholding Voting rights(1)

Bolloré SA (direct and indirect)(2) 71.20 71.20 71.20 71.20 71.20 71.20

Bolloré Participations 17.80 17.80 17.80 17.80 17.80 17.80

TOTAL 89.00 89.00 89.00 89.00 89.00 89.00

(1) Theoretical voting rights exercisable at Shareholders’ Meetings.

(2) Indirect: shareholdings in the following companies, directly controlled by Bolloré SA (Compagnie de Guilvinec, Compagnie de Port-Manech, Financière de Cézembre, Socotab and Sofi prom),

which each holds one Blue Solutions share.

18.4. AGREEMENT THAT MAY RESULT IN A CHANGE OF CONTROL

None.

96 BLUE SOLUTIONS

19. Related-party transactions

19. Related-party transactionsSee note 13 – Related parties in the notes to the consolidated fi nancial state-

ments (20.3) on related-party transactions with related parties.

See also the Statutory Auditors’ special report – page 179 of this registration

document.

20. Financial information concerning the issuer’s assets and liabilities, fi nancial position and earnings

20.1. INFORMATION INCORPORATED BY REFERENCE

In accordance with article 28 of European Commission (EC) Regulation

no. 809/2004, the following information is incorporated by reference in this reg-

istration document:

• the consolidated fi nancial statements and accompanying Statutory Auditors’

report on pages 91 to 121 of the registration document for the fiscal year

ended December 31, 2015, filed with the AMF on May 23, 2016, under

no. R. 16-047;

• the consolidated fi nancial statements and accompanying Statutory Auditors’

report on pages 97 to 127 of the registration document for the fiscal year


no. R. 15-045.

20.2. PRO FORMA FINANCIAL INFORMATION

None.


98 BLUE SOLUTIONS

100 — Financial statements106 — Notes to the consolidated fi nancial statements133 — Statutory Auditor’ report on the consolidated

fi nancial statements

20.3. Consolidated fi nancial statements AT DECEMBER 31, 2016


Consolidated income statement

(in thousands of euros) Notes 2016 2015

Turnover 5.1-5.2-5.3 109,337 121,860

Goods and services bought in 5.4 (69,453) (81,313)

Staff costs 5.4 (31,451) (27,024)

Amortization and provisions 5.4 (18,658) (18,314)

Other operating income 5.4 12,486 10,140

Other operating expenses 5.4 (2,703) (2,134)

Operating income 5.4 (442) 3,215

Net fi nancing expenses 7.1 (637) (637)

Other fi nancial income 7.1 3,170 828

Other fi nancial expenses 7.1 (866) (3,128)

Financial income 7.1 1,667 (2,937)

Share in net income of operating companies accounted for using the equity method 7.4 28 230

Corporate income tax 12 (1,333) (488)

Consolidated net income (80) 20

Consolidated net income, Group share (80) 20

Non-controlling interests 0 0

EARNINGS PER SHARE 9.2

(in euros) 2016 2015

Net income, Group share

– basic (0.00) 0.00

– diluted (0.00) 0.00

100 BLUE SOLUTIONS20.3. Consolidated financial statements

Consolidated statement of comprehensive income

(in thousands of euros) 2016 2015

Consolidated net income for the period (80) 20

Translation adjustment of controlled entities (35) 366

Total changes in items that will be recycled subsequently through profi t or loss (35) 366

Actuarial gains and losses recognized in equity (347) 32

Total changes in items that will not be recycled subsequently through profi t or loss (347) 32

COMPREHENSIVE INCOME (462) 418

Of which:

– Group share (462) 418

– non-controlling interests 0 0

Of which taxes:

– on actuarial gains and losses 0 0

101REGISTRATION DOCUMENT 2016 20.3. Consolidated financial statements

Consolidated balance sheet

ASSETS

(in thousands of euros) Notes 12/31/2016 12/31/2015

Goodwill 6.3 24,776 556

Intangible assets 6.2 4,109 4,536

Tangible assets 6.1 100,844 101,489

Investments in equity affi liates 7.4 1,547 1,572

Other non-current fi nancial assets 209 104

Deferred tax 12.2 0 0

Other non-current assets 5.8.1 25,564 24,747

Non-current assets 157,049 133,004

Inventories and work in progress 5.5 22,079 22,682

Trade and other receivables 5.6 18,965 22,726

Current tax 0 0

Other current assets 5.8.3 573 603

Cash and cash equivalents 7.2 12,529 16,860

Current assets 54,146 62,871

TOTAL ASSETS 211,195 195,875


LIABILITIES

(in thousands of euros) Notes 12/31/2016 12/31/2015

Share capital 144,192 144,192

Share issue premiums 0 0

Consolidated reserves (5,767) (8,491)

Shareholders’ equity, Group share 138,425 135,701

Non-controlling interests 0 0

Shareholders’ equity 9.1 138,425 135,701

Non-current fi nancial debts 7.3 34,581 35,036

Provisions for employee benefi ts 11.2 2,584 1,986

Other non-current provisions 10 799 0

Deferred tax 12.2 0 0

Other non-current liabilities 5.8.2 14,926 632

Non-current liabilities 52,890 37,654

Current fi nancial debts 7.3 307 895

Current provisions 10 1,120 464

Trade and other payables 5.7 17,739 20,455

Current tax 59 290

Other current liabilities 5.8.4 655 416

Current liabilities 19,880 22,520

TOTAL LIABILITIES 211,195 195,875


Changes in consolidated cash fl ows


Cash fl ows from operating activities

Net income, Group share (80) 20

Net income, non-controlling interests’ share 0 0


Non-cash income and expenses:

– elimination of depreciation, amortization and provisions 18,361 17,682

– other income/expenses not aff ecting cash fl ow or not related to operating activities (1,323) 3,949

– elimination of capital gains or losses upon disposals 0 0

Other adjustments:

– net fi nancing expenses 637 637

– tax expenses 533 488

Dividends received:

– dividends received from companies accounted for using the equity method 54 0

Taxes paid (764) (198)

Impact of the change in working capital requirement: 1,786 (4,290)

– of which inventories and work in progress 3,169 (2,602)

– of which payables (4,523) 2,346

– of which receivables 3,140 (4,034)

Net cash from operating activities 19,204 18,288

Cash fl ow from investing activities

Disbursements related to acquisitions(1):

– tangible assets 6.1 (17,344) (15,383)

– intangible assets 6.2 (185) (898)

– securities and other non-current fi nancial assets (101) (100)

Income from disposal of assets:

– tangible assets 1,696 317

– other non-current fi nancial assets 0 1

Eff ect of changes in consolidation scope on cash fl ow(2) (7,640) 0

Net cash from investing activities (23,574) (16,063)

Cash fl ows from fi nancing activities

Disbursements:

– dividends paid to parent company shareholders 0 0

Receipts:

– investment subsidies 0 0

Net interest paid 50 59

Net cash from fi nancing activities 50 59

Eff ect of exchange rate fl uctuations 65 (78)

Net increase in cash and cash equivalents (4,255) 2,206

Cash and cash equivalents at the beginning of the period(3) 16,759 14,553

Cash and cash equivalents at the end of the period(3) 12,504 16,759

(1) Cash fl ows from investing activities in 2016 and 2015 were mainly related to capital expenditure on capacity to sustain the development of factories in Brittany and Canada.

(2) Relates to Capacitor Sciences. See note 4.1.1 – Changes in consolidation scope in 2016.

(3) See note 7.2 – Cash and cash equivalents.


Changes in consolidated shareholders’ equity

(in thousands of euros)

Number of

shares

Share

capital

Translation

adjustment

Actuarial

(losses)

and gains Reserves

Shareholders’

equity, Group

share

Non-

controlling

interests Total

Shareholders’ equity at December 31, 2014 28,838,316 144,192 544 (428) (10,387) 133,921 0 133,921

Transactions with shareholders 0 0 0 0 1,362 1,362 0 1,362

Capital increase 0 0 0

Dividends distributed 0 0 0

Share-based payments(1) 1,532 1,532 0 1,532

Changes in consolidation scope 0 0 0

Other changes(2) (170) (170) 0 (170)

Comprehensive income items 366 32 20 418 0 418

Net income for the period 20 20 0 20

Change in items recyclable through profi t

and loss

– Translation adjustment of controlled entities 366 366 0 366

– Change in the fair value of controlled-entity

fi nancial instruments 0 0 0

– Other changes in comprehensive income 0 0 0

Change in items that will not be recycled

– Actuarial (losses) and gains 32 32 0 32

Shareholders’ equity at December 31, 2015 28,838,316 144,192 910 (396) (9,005) 135,701 0 135,701

Transactions with shareholders 0 0 0 0 3,186 3,186 0 3,186

Capital increase 0 0 0

Dividends distributed 0 0 0

Share-based payments(1) 1,532 1,532 0 1,532

Changes in consolidation scope 0 0 0

Other changes(2) 1,654 1,654 0 1,654

Comprehensive income items (35) (347) (80) (462) 0 (462)

Net profi t/loss for the period (80) (80) 0 (80)

Change in items recyclable through profi t

and loss

– Translation adjustment of controlled entities (35) (35) 0 (35)

– Change in the fair value of controlled-entity

fi nancial instruments 0 0 0

– Other changes in comprehensive income 0 0 0

Change in items that will not be recycled

– Actuarial (losses) and gains (347) (347) 0 (347)

SHAREHOLDERS’ EQUITY

AT DECEMBER 31, 2016 28,838,316 144,192 875 (743) (5,899) 138,425 0 138,425

(1) Share-based payment involving Blue Solutions SA shares – see note 11.4 – Share-based payment transactions.

(2) See note 7.3 – Debt.


DETAILED TABLE OF CONTENTS OF THE NOTES TO THE FINANCIAL STATEMENTS

NOTE 1. SIGNIFICANT EVENTS 108

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES 108

2.1. Changes in standards 109

2.2. Arrangements for f irst-t ime application of IFRS 110

2.3. Use of estimates 110

NOTE 3. COMPARABILITY OF FINANCIAL STATEMENTS 110

NOTE 4. CONSOLIDATION SCOPE 110

4.1. Main changes in consolidation scope 111

4.2. Commitments given and received as part of share dealings 111

NOTE 5. ACTIVITY DATA 111

5.1. Turnover 111

5.2. Information on operating segments 111

5.3. Main changes at constant scope and exchange rates 112

5.4. Operating income 112

5.5. Inventories and work in progress 113

5.6. Trade and other receivables 113

5.7. Trade and other payables 114

5.8. Other assets and l iabil it ies 114

5.9. Off-balance sheet commitments for operating activit ies 115

NOTE 6. TANGIBLE AND INTANGIBLE ASSETS 115

6.1. Tangible assets 115

6.2. Intangible assets 116

6.3. Goodwil l 117

NOTE 7. FINANCIAL STRUCTURE AND FINANCIAL COSTS 117

7.1. Financial income 117

7.2. Cash and cash equivalents 118

7.3. Debt 118

7.4. Investments in equity aff i l iates 120

7.5. Off-balance sheet commitments for f inancing activit ies 120

Notes to the consolidated fi nancial statements


N O T E 8 . INFORMATION RELATING TO MARKET RISK AND THE FAIR VALUE

OF FINANCIAL ASSETS AND LIABILITIES 120

8.1. Information on risk 120

8.2. Fair value of f inancial instruments 121

N O T E 9 . SHAREHOLDERS’ EQUITY AND EARNINGS PER SHARE 122

9.1. Shareholders ’ equity 122

9.2. Earnings per share 123

NOTE 10. PROVISIONS 123

NOTE 11. EMPLOYEE BENEFITS 124

11.1. Average workforce 124

11.2. Pension and other post-employment benefit commitments 124

11.3. Compensation of governing and management bodies (related parties) 126

11.4. Share-based payment transactions 126

NOTE 12. TAXES 127

12.1. Tax charges 127

12.2. Deferred tax 128

NOTE 13. RELATED-PARTY TRANSACTIONS 129

NOTE 14. EVENTS AFTER THE REPORTING PERIOD 129

NOTE 15. FEES OF STATUTORY AUDITORS AND MEMBERS OF THEIR NETWORKS 130

NOTE 16. LIST OF CONSOLIDATED COMPANIES 130

16.1. Fully consolidated 130

16.2. Accounted for using the equity method 130

NOTE 17. CROSS-REFERENCE TABLE FOR THE NOTES TO THE 2016-2015

FINANCIAL STATEMENTS 131


The Blue Solutions Group is a limited company (société anonyme) incorporated

under French law and subject to all legislative and other provisions applying to

trading companies in France, and in particular those of the French company law

(Code de commerce). Its registered offi ce is at Odet, 29500 Ergué-Gabéric. The

company is listed on the Paris stock exchange.

The Blue Solutions Group (the Group) comprises Blue Solutions and its subsidiar-

ies. Blue Solutions is consolidated in the fi nancial statements of Bolloré and of

Bolloré Participations.

On March 23, 2017, the Board of Directors approved the Blue Solutions Group’s

consolidated fi nancial statements for the year ended December 31, 2016. These

fi nancial statements will only become fi nal aft er approval by the General Meeting

of Shareholders to be held on June 1, 2017.

NOTE 1. SIGNIFICANT EVENTS

ACQUISITION OF CAPACITOR SCIENCES INC

On September 21, 2016, Blue Solutions Canada acquired controlling interests in

Capacitor Sciences Inc, a start up based in Palo Alto, California, with some fi ft een

employees. Following the deal, Blue Solutions Group owned the company

outright.

This company specializes in studying and researching new molecules for storing

electricity with a view to substantially improving the performance of LMP batter-

ies (density, cyclability and charge speed).

The company has multiple patents that safeguard its ownership of ongoing

developments.

The company was thus fully consolidated in the financial statements of Blue

Solutions Group from the acquisition of controlling interests. See note 4.1.1 –

Changes in consolidation scope in 2016.

2016 RESULTS

In full year 2016, turnover totaled 109.3 million euros, compared with 121.9 mil-

lion euros a year earlier, a 10.3% decline. The sustained level of business with

Bluebus was not enough to off set the decline in sales for stationary applications.

In total, 2,460 batteries were sold, compared with 2,849 in 2015.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The Group’s consolidated financial statements for 2016 were drawn up

in accordance with the IFRS (International Financial Reporting Standards),

as adopted by the European Union on December 31, 2016 (available at the

following address: http://ec.europa.eu/internal_market/accouting/ias_en.

htm#adopted-commission).

The Group applies IFRS as adopted by the European Union.

These diff er from the IASB’s compulsory IFRS on the following points:

• compulsory application standards according to the IASB but not yet adopted or

to be applied aft er closure according to the European Union: see note 2.1 –

Changes in standards.


2.1. CHANGES IN STANDARDS

2.1.1. IFRS, IFRIC interpretations or amendments applied by the Group from January 1, 2016

Standards, amendments or interpretations

Dates of adoption by

the European Union

Application dates:

fi scal years

beginning on or aft er

Amendment to IAS 19 “Defi ned-benefi t plans: employer contributions” 01/09/2015 02/01/2015

Improvements to IFRS – cycle 2010-2012 01/09/2015 02/01/2015

Amendments to IFRS 11 “Joint arrangements: acquisition of an interest in a joint operation” 11/25/2015 01/01/2016

Amendment to IAS 16 and IAS 38 “Clarifi cation on the acceptable modes of amortization” 12/03/2015 01/01/2016

Improvements to IFRS – 2012-2014 cycle 12/16/2015 01/01/2016

Amendments to IAS 1 “Presentation of fi nancial statements” as part of the “Disclosure Initiative” 12/19/2015 01/01/2016

Amendments to IAS 27 “Equity method in separate fi nancial statements” 12/23/2015 01/01/2016

Amendments to IAS 7 “Statement of cash fl ows” as part of the “Disclosure Initiative” 01/29/2016 01/01/2017

The application of these texts had no eff ect on the Group’s fi nancial statements at December 31, 2016, and over all the other periods presented.

2.1.2. Accounting standards or interpretations that the Group will apply in the future

On December 31, 2016, the IASB published standards and interpretations which have not yet been adopted by the European Union; at this date, they have not been

applied by the Group.


Dates of

publication by the

IASB

Application dates

pursuant to IASB:

fi scal years


IFRS 16 “Leases” 01/13/2016 01/01/2019

Amendments to IAS 12 “Income taxes: recognition of deferred tax assets for unrealized losses” 01/19/2016 01/01/2017

Clarifi cation of IFRS 15 Revenue from contracts with customers 04/12/2016 01/01/2018

Amendments to IFRS 2 “Classifi cation and measurement of share-based payment transactions” 06/20/2016 01/01/2018

Amendments to IFRS 4 “Applying IFRS 9 with IFRS 4 Insurance Contracts” 09/12/2016 01/01/2018

Improvements to IFRS – 2014-2016 cycle 12/08/2016 01/01/2018-

01/01/2017

IFRIC Interpretation 22 “Foreign Currency Transactions and advance consideration” 12/08/2016 01/01/2018

Amendment to IAS 40 “Transfers of Investment Property” 12/08/2016 01/01/2018

The Group is currently assessing the possible impact of these texts on the consolidated fi nancial statements.

The IASB published standards and interpretations, adopted by the European Union on December 31, 2016, for which the application date is aft er January 1, 2016.

These new provisions were not applied in advance.


Dates of adoption by

the European Union

Application date

pursuant to European

Union: fi scal years


IFRS 9 “Financial instruments” 11/29/2016 01/01/2018

IFRS 15 “Accounting of the revenue from contracts with customers” 10/29/2016 01/01/2018

The Group is in the process of fi nalizing its work on the implementation of these new standards.

In the case of IFRS 15 «Revenue from contracts with customers», preliminary work has been undertaken to identify the areas of impact for each Group business line.

The Group has not identifi ed any signifi cant impact compared with how revenue is currently recognized.

With respect to IFRS 9 «Financial Instruments», the Group also reviewed whether its methodology for funding provisions for trade receivables complied with IFRS 9.


2.2. ARRANGEMENTS FOR FIRST-TIME APPLICATION OF IFRS

In application of the provisions of IFRS 1.D16 concerning companies adopting

the IFRS aft er their parent company, the Group has chosen the possibility pro-

vided by the standard to keep the accounting values as shown in the consoli-

dated financial statements of the Bolloré Group, after adjustments, of the

information related to the Blue Solutions consolidation procedures in Bolloré, for

valuing its assets and liabilities on the opening balance sheet as at January 1,

2010.

In consequence, the fi rst-time application of IFRS options were those adopted by

the Bolloré Group on the date of transition of this Group to IFRS as of January 1,

2004 and are described below:

• business combinations prior to the IFRS changeover date have not been

restated, as this option does not impact the fi nancial statements of the Blue

Solutions Group;

• the accumulated amount of the translation differences compared with the

Group was considered as being zero as at January 1, 2004 in the IFRS opening

balance sheet of the Bolloré Group. Consequently, the translation diff erences

presented in Blue Solutions shareholders’ equity are the diff erences generated

since January 1, 2004;

• the cumulative amount of actuarial diff erences on employee benefi ts on Group

Bolloré’s IFRS changeover date of January 1, 2004, was booked to shareholders’

equity. It should be noted that Blue Solutions Group early adopted the revised

version of IAS 19 (see below) in its financial statements with effect from

January 1, 2010 and recognized the actuarial diff erences through shareholders’

equity from this date, in accordance with the conditions of this standard.

The provisions of IAS 32 and IAS 39 relating to fi nancial instruments were applied

by the Bolloré Group with eff ect from January 1, 2004.

The following options chosen by the Bolloré Group do not impact the fi nancial

statements of the Group:

• tangible assets have been revalued;

• only stock option plans issued aft er November 7, 2002, where the entitlement

to exercise options had still not been acquired by January 1, 2005, are recog-

nized under IFRS 2.

The shareholding in Cirtem is treated as equity in the Group’s IFRS financial

statements but is recognized as stock available for sale in the Bolloré Group

fi nancial statements, given that it was not considered signifi cant for this Group’s

fi nancial statements. This shareholding was recognized upon being acquired in

2010, in accordance with the conditions of revised IAS 28 in the Group’s fi nancial

statements.

2.3. USE OF ESTIMATES

Preparing the consolidated fi nancial statements requires that the Group’s man-

agement uses its judgment, makes estimates and uses assumptions that have an

impact on the amounts of the assets and liabilities and on the amounts recog-

nized as income/expenses during the fi scal year.

The principal judgments and estimates made by the management when prepar-

ing the fi nancial statements concern the following information in particular:

• the depreciable life of non-current assets (see notes 6.1 – Tangible assets and

6.2 – Other intangible assets);

• the valuations used in impairment tests (see note 6.3 – Goodwill); the estimate

of the recoverable value implies in particular making assumptions about cash

fl ows and discount rates;

• deferred taxes (Note 12 – Taxes);

• earn-out agreements (note 4.1 – Main changes in consolidation scope);

• evaluation in the debt related to the return to better fortune clause (Note 7.3

– Debt).

The Group regularly reviews its valuations in the light of historical data, the eco-

nomic climate and other factors. The amounts given in future Group fi nancial

statements could be aff ected as a result. Furthermore, the actual results may

diff er from these estimates.

NOTE 3. COMPARABILITY OF FINANCIAL STATEMENTS

The 2016 fi nancial statements are comparable to those for 2015 apart from the

changes in the consolidation scope (Note 4 – Consolidation scope).

Had Capacitor Sciences Inc, acquired in 2016, been consolidated as from

January 1, 2016, the Group’s operating income would have been 2,821 thousand

euros lower.

NOTE 4. CONSOLIDATION SCOPE

Accounting policies

● Consolidation scope

Companies over which the Group exercises exclusive control are fully

consolidated.

Those companies on which the Group has a considerable infl uence are consoli-

dated by the equity method.

The Group assesses on a case-by-case basis in respect of each shareholding all of

the details enabling the type of control exercised by it to be characterized and

reviews this assessment in the case of changes aff ecting governance or if facts

and circumstances can indicate a change in control exercised by the Group.

The Group holds securities of the two companies, which individually and collec-

tively are not significant in relation to the consolidated financial statements.

They are thus excluded from the consolidation scope. Their materiality is

assessed before the end of each fi scal year.

● Translation of Foreign companies’ fi nancial statements

The fi nancial statements of non-French companies whose operating currency is

diff erent from the currency in which the Group’s consolidated fi nancial state-

ments are presented are converted in accordance with the “closing price”

method. Their balance-sheet items are translated at the exchange rate prevailing

at the close of the fi nancial period, and income statement items at the average

rate for the period. The resulting translation adjustments are recorded under

translation adjustments in the consolidated reserves.

Goodwill relating to Foreign companies is regarded as part of the assets and lia-

bilities acquired and accordingly translated at the exchange rate prevailing on

the closing date.

● Business combinations

As specifi ed in section 2.2 – Arrangements for the fi rst-time application of IFRS,

the Group recognized existing goodwill on January 1, 2010 for the value calcu-

lated in respect of the consolidation requirements of the Bolloré Group.

● Accounting for changes in consolidated ownership interests without loss

of control

In accordance with IFRS 10 paragraph B96, the entity recognizes all diff erences

between the adjustment of the value of interests not giving control and the fair

value of the consideration paid or received directly in shareholders’ equity, Group

share.

● Loss of control

In accordance with IFRS 10 “Consolidated fi nancial statements” paragraphs B97

to 99, the Group posts in the income statement, on the date of loss of control,

the diff erence between:

• the sum of:

– the fair value of the consideration received,

– the fair value of any interests retained;

• and the book value of these items.

The Group includes the effect of losses of control in “Other financial income

(expenses)”.


4.1. MAIN CHANGES I N CONSOLIDATION SCOPE

4.1.1. 2016 fi scal year

Acquisition of Capacitor Sciences IncOn September 21, 2016, Blue Solutions Canada acquired controlling interests in

Capacitor Sciences Inc, a start up based in Palo Alto, California. The company was

thus fully consolidated in the fi nancial statements of Blue Solutions Group from

the acquisition of controlling interests.

The acquisition of controlling interests was treated in accordance with IFRS 3R,

and in accordance with the standards the earn-outs provided for upon acquisi-

tion were measured at fair value and included in the calculation of goodwill.

Management of Blue Solutions assessed the likelihood of the payment of the

earn-outs along with the likely timing of their payment.

The provisional goodwill accordingly recognized during the period amounted to

25.6 million US dollars (24.2 million euros at December 31, 2016) – see note 6.3.1

– Change in goodwill. The liability relating to the earn-outs amounted to

15.8 million US dollars (14.6 million euros at December 31, 2016) – see note 5.8.2

– Other non-current liabilities.

Outfl ows during the period for the acquisition of securities recognized in the

Group’s financial statements was 8.0 million euros while the cash acquired

totaled 0.4 million euros – see Changes in consolidated cash fl ows.

4.1.2. 2015 fi scal year

None.

4.2. COMMITMENTS GIVEN AND RECEIVED AS PART OF SHARE DEALINGS

4.2.1. Commitments received

Options concerning Blue Applications scopeBlue Solutions Group has seven call options over each Blue Applications com-

pany, which can be exercised between September 1, 2016 and June 30, 2018:

1. Bluecar, Autolib’ and Bluecarsharing (this agreement can only be exercised on

the three companies together);

2. Bluebus;

3. Blueboat;

4. Bluetram;

5. Bluestorage;

6. Polyconseil;

7. IER.

On March 23, 2017, the Board of Directors of Blue Solutions reviewed the compa-

ny’s position and outlook for the coming years. In this respect, acting on a pro-

posal from the Chief Executive Offi cer and on the basis of expert appraisal, the

Board of Directors of Blue Solutions decided that it would not exercise the call

options held concerning Blue Applications until their expiry, namely June 30,

2018, considering that it still required very signifi cant investment and that it was

preferable to focus Blue Solutions’ eff orts on improving its technology.

The companies in question are not consolidated in these fi nancial statements.

NOTE 5. ACTIVITY DATA

5.1. TURNOVER

Turnover

The Group’s main line of business is producing and selling Lithium Metal Polymer batteries. Income is included in turnover where the business has transferred to the

purchaser the risks and benefi ts inherent in the ownership of the goods.


Sale of goods 96,310 112,084

Provision of services 8,267 5,767

Income from associated activities 4,751 4,009

TURNOVER 109,337 121,860

Change in turnover is listed by operating segment in note 5.2 – Information on the operating segments.

5.2. INFORMATION ON OPERATING SEGMENTS

Accounting policies

The Group produces and sells batteries and makes the majority of its sales in France. The Group focuses on a single industry and the segment reporting based on the

core business is therefore clearly visible in the fi nancial statements.

The breakdown of segment information by geographical area is as follows:

• France;

• Americas.

Performance is not tracked on a geographical basis by management.

5.2.1. Information by partner


TURNOVER(1) 109,337 121,860

– Bluecar 86,206 91,218

– Bluebus 18,101 8,053

– Bluestorage 2,916 19,218

– Bluetram 465 396

(1) Total turnover with controlled entities of the Bolloré Group, see note 13 – Related-party transactions.


5.2.2. Information by geographical area


France and overseas

departments and territories Americas TOTAL

IN 2016

Turnover 106,962 2,375 109,337

Intangible assets 156 3,953 4,109

Tangible assets 83,057 17,787 100,844

Tangible and intangible capital expenditure 16,467 1,672 18,139

In 2015

Turnover 120,317 1,543 121,860

Intangible assets 181 4,355 4,536

Tangible assets 81,085 20,404 101,489

Tangible and intangible capital expenditure 15,433 1,749 17,182

5.3. MAIN CHANGES AT CONSTANT SCOPE AND EXCHANGE RATES

The table below shows the impact of changes in the scope and exchange rate on the key fi gures, with the 2015 data being applied to the December 2016 consolidation

scope and exchange rate.

Where reference has been made to data at constant scope and exchange rates, this means that the impact of changes in the exchange rate and changes in consolida-

tion scope (acquisitions or sales of shareholding in a company, change in percentage of integration, change in consolidation method) has been restated.


Changes in

consolidation scope

Foreign exchange

variations

2015 constant

scope and

exchange rates

Turnover 109,337 121,860 0 (51) 121,809

Operating income(1) (442) 3,215 (659) 104 2,660

(1) Consolidation scope eff ect linked to the acquisition of Capacitor Sciences Inc.

5.4. OPERATING INCOME

Accounting policies

● Other operating income and expenses

Other operating income and expenses mainly include gains and losses on the

acquisition and disposal of non-current assets, net foreign exchange gains or

losses on operating transactions, the research tax credit and the competitiveness

and jobs tax credit (CICE).

● Foreign currency transactions

Foreign currency transactions are translated into the entity’s functional currency

at the exchange rate prevailing on the transaction date. At the close of the

fi nancial period, monetary items denominated in foreign currency are translated

into euros at the year-end exchange rate. The resulting foreign exchange gains

and losses are recognized under “Foreign exchange gains and losses” and pre-

sented under operating income in respect of commercial transactions.

The Group occasionally makes short-term forward currency purchases. The gains

and losses on the currency derivatives are recorded as operating income for

commercial transactions. The Group did not have an agreement of this type in

place as at December 31, 2016.

● Government grants

The Group recognizes operating subsidies and capital expenditure received in

accordance with the provisions of IAS 20 “Accounting for government grants and

disclosure of government assistance”. Government grants related to capital

expenditure are recognized as unearned income and amortized on a straight-line

basis in accordance with the lifetime of the assets concerned. Operating subsi-

dies are recognized as operating income in “Other earnings”. Government grants

are recognized when it is reasonably certain that the company has satisfi ed the

conditions related to grant programs.

The research tax credit and the competitiveness and jobs tax credit, deemed to

be operating subsidies, are recognized as operating income in “Other earnings”.


Turnover(1) 109,337 121,860

Goods and services bought in: (69,453) (81,313)

– goods and services bought in (68,748) (80,828)

– lease payments and rental expenses (705) (485)

Staff costs (31,451) (27,024)

Amortization and provision expense (18,658) (18,314)

Other operating income (*) 12,486 10,140

Other operating expenses (*) (2,703) (2,134)

OPERATING INCOME (442) 3,215

(1) Change in turnover is listed by geographical area in note 5.2.2 – Information by geographical area.


(*) Details of other operating income and expenses


2016 2015

Total

Operating

income

Operating

expenses Total

Operating

income

Operating

expenses

Capital gains (losses) on the disposal of non-current

assets 0 1,696 (1,696) 0 317 (317)

Foreign exchange gains and losses (280) 669 (949) (591) 890 (1,481)

Research tax credit 8,573 8,573 0 8,091 8,091 0

Other 1,490 1,548 (58) 506 842 (336)

OTHER OPERATING INCOME AND EXPENSES 9,783 12,486 (2,703) 8,006 10,140 (2,134)

5.5. INVENTORIES AND WORK IN PROGRESS

Accounting policies

Inventories are entered at the lower of their cost and their net realizable value, with the cost being estimated on the basis of the average weighted cost. Costs, esti-

mated on the basis of target returns, includes direct costs of materials including ancillary costs, plus any direct labor costs as well as other directly attributable

expenses. Fixed costs are recognized in accordance with normal operations.

The net realizable value is the estimated selling price in the normal course of business, less the estimated cost of completing the goods and the estimated expense

needed to make the sale (essentially selling expenses).


At 12/31/2016 At 12/31/2015

Gross value Provisions Net value Gross value Provisions Net value

Raw materials, supplies, etc. 12,393 (1,268) 11,125 14,963 (543) 14,420

Semi-fi nished, intermediate and fi nished

products 8,233 0 8,233 6,033 0 6,033

Goods 2,880 (159) 2,721 2,229 0 2,229

TOTAL 23,506 (1,427) 22,079 23,225 (543) 22,682

5.6. TRADE AND OTHER RECEIVABLES

Accounting policies

Trade and other receivables are current fi nancial assets initially booked at their fair value, which generally corresponds to their nominal value, unless the eff ect of

discounting is signifi cant.

At each year end, receivables are valued at amortized cost, aft er deducting any impairment losses due to collection risk.

The Group’s trade receivables are funded on an individual basis taking into account the age of the receivable and external information allowing the fi nancial health of

the debtor to be assessed.


At 12/31/2016 At 12/31/2015


Trade accounts receivable 8,885 0 8,885 12,343 0 12,343

Taxes and social security contributions(1) 10,053 0 10,053 10,303 0 10,303

Other operating receivables 27 0 27 80 0 80

TOTAL 18,965 0 18,965 22,726 0 22,726

(1) Including 7.7 million euros at December 31, 2016 in Blue Solutions research tax credit receivables for 2013 (8.0 million for 2012 at December 31, 2015) recoverable in the next twelve months.

Aged balance of past due receivables without provisions at the year end

At December 31, 2016(in thousands of euros) Total Not past due Past due 0 to 6 months 6 to 12 months More than 12 months

Net trade receivables(1) 8,885 8,647 238 236 2 0

(1) Past due trade receivables essentially include work in progress with the companies of the Bolloré Group.

At December 31, 2015(in thousands of euros) Total Not past due Past due 0 to 6 months 6 to 12 months More than 12 months

Net trade receivables 12,343 9,768 2,575 1,971 498 106


5.7. TRADE AND OTHER PAYABLES

(in thousands of euros) At 12/31/2015

Changes in

consolidation

scope Net changes

Foreign

exchange

variations

Other

transactions At 12/31/2016

Due to suppliers 11,617 179 (5,067) 151 0 6,880

Tax and social security contributions payable 5,394 62 1,112 47 0 6,615

Other operating payables 3,444 0 961 (161) 0 4,244

TOTAL 20,455 241 (2,994) 37 0 17,739

5.8. OTHER ASSETS AND LIABILITIES

Accounting policies

● Classifi cation as current/non-current

The Group considers that all assets and liabilities related to current activity are current assets and liabilities, irrespective of when they are due. All the other assets and

liabilities are classifi ed as current when the due date for their being paid off is under one year from the date of closure of the fi scal year presented, otherwise they are

considered to be non-current.

5.8.1. Other non-current assets


At 12/31/2016 At 12/31/2015


Research and competitiveness and jobs tax credits 25,564 0 25,564 24,747 0 24,747

TOTAL 25,564 0 25,564 24,747 0 24,747

This item includes the research tax credit receivables of Blue Solutions for the 2014, 2015 and 2016 fi scal years. Blue Solutions expects to recover 8.7 million euros in

2018, 7.6 million euros in 2019 and 8.2 million euros in 2020 at the latest.

5.8.2. Other non-current liabilities


Changes in

consolidation scope Changes net of

Changes

currency

Other


Commitments to purchase non-controlling

interests (1) 0 13,748 0 899 0 14,647

Other non-current liabilities(2) 632 0 (55) 29 (327) 279

TOTAL 632 13,748 (55) 928 (327) 14,926

(1) Purchase commitments relating to the Capacitor Sciences Inc. earn-outs by Blue Solutions Canada Inc. See note 4.1.1 – Changes in consolidation scope in 2016.

(2) Includes investment subsidies – share at over one year.

5.8.3. Other current assets


At 12/31/2016 At 12/31/2015


Prepayments 573 0 573 603 0 603

TOTAL 573 0 573 603 0 603

5.8.4. Other current liabilities


Changes in

consolidation scope Net changes

Foreign exchange

variances

Other


Unearned income 98 0 219 0 0 317

Other current debts(1) 318 0 (328) 21 327 338

TOTAL 416 0 (109) 21 327 655

(1) Includes investment subsidies – share at under one year.


5.9. OFF-BALANCE SHEET COMMITMENTS FOR OPERATING ACTIVITIES

5.9.1. Commitments given

At December 31, 2016(in thousands of euros) Total Under 1 year From 1 to 5 years More than 5 years

Firm investment commitments and other purchase commitments 8,452 8,452 0 0


Firm investment commitments and other purchase commitments 10,585 10,585 0 0

Concerning, at December 31, 2016 and at December 31, 2015, current investment commitments for manufacturing capacity increases for 6.8 million euros and

6.1 million euros, respectively.

5.9.2. Commitments received


For operational activities(1) 546 475 71 0

(1) Concerns guarantees granted by suppliers in exchange for advances paid in respect of orders


For operational activities(1) 1,635 1,528 107 0

(1) Concerns guarantees granted by suppliers in exchange for advances paid in respect of orders

NOTE 6. TANGIBLE AND INTANGIBLE ASSETS

6.1. TANGIBLE ASSETS

Accounting policies

Tangible assets are entered at their acquisition or production cost, less cumula-

tive impairment and any recognized impairment.

Impairment is generally determined using the straight-line method over the

asset’s useful lifetime; the accelerated impairment method may nevertheless be

used if it appears more relevant to the conditions under which the equipment

concerned is used. In the case of certain complex non-current assets with diff er-

ent components (buildings, for instance), each component is depreciated over its

specifi c useful lifetime.

The main useful lifetimes of various categories of tangible assets are as follows:

Buildings 20 years

Fittings 10 years

Plant, machinery & equipment 5-10 years

Rolling stock and rolling prototypes 2-3 years

Offi ce and IT equipment 4-5 years

Other tangible assets 3-10 years

Depreciable lives are periodically reviewed to check their relevance.

The start date for depreciation is that on which the asset came into service.

● Leases

The Group studies all the leases in which it is involved as lessee in accordance

with the criteria of IAS 17 “Leases”. If applicable, leases are recognized as fi nance

lease when the terms of the lease substantially transfer almost all the risks and

benefi ts inherent to the real estate to the lessee. All other leases are classifi ed as

operating leases. The Group has not identifi ed any signifi cant fi nance lease for

the fi nancial statements presented.

Rent paid on an operating lease is charged to the income statement on a

straight-line basis throughout the term of the lease.



At 12/31/2016 At 12/31/2015

Gross value

Amortization

and impairment Net value Gross value

Amortization

and impairment Net value

Land and fi xtures and fi ttings 4,529 (885) 3,644 4,466 (723) 3,743

Buildings and fi tting-out 70,554 (26,460) 44,094 62,031 (22,190) 39,841

Plant and equipment 99,481 (64,358) 35,123 97,106 (55,145) 41,961

Other 21,600 (3,617) 17,983 19,109 (3,165) 15,944

TOTAL 196,164 (95,320) 100,844 182,712 (81,223) 101,489

Net change in position in 2016

Net values(in thousands of euros) At 12/31/2015

Gross

acquisitions (1)

Disposals

NAV

Net

allowances

Changes in

consolidation scope

Foreign

exchange

variations

Other

changes(2) At 12/31/2016

Land and fi xtures and fi ttings 3,743 0 0 (162) 0 63 0 3,644

Buildings and fi tting-out 39,841 25 0 (3,958) 0 472 7,714 44,094

Plant and equipment 41,961 679 (1,696) (11,655) 184 580 5,070 35,123

Other(3) 15,944 17,251 0 (380) 17 91 (14,940) 17,983

NET VALUES 101,489 17,955 (1,696) (16,155) 201 1,206 (2,156) 100,844

(1) Aft er taking account of changes in payables on tangible assets of 661 thousand euros, disbursements related to acquisitions of tangible assets amounted to 17,344 thousand euros.

(2) Including 2,156 thousand euros relating to the reclassifi cation as inventory of batteries initially leased to Bluebus, which bought them.

(3) Of which non-current assets in progress.

Capital expenditure is broken down by geographical area in note 5.2.2 – Information by geographical area.

6.2. INTANGIBLE ASSETS

Accounting policies

Intangible assets mainly include usage rights, patents and soft ware. They are amortized over their useful lifetime using the straight-line method.

The useful lifetimes of the main categories of intangible assets are as follows:

Patents 10-15 years

Soft ware and IT licenses 1-5 years

In accordance with IAS 38 “Intangible assets”, research and development expenditures are recorded as expenses on the income statement of the fi scal year in which

they are incurred, with the exception of development costs, which come under intangible assets if the conditions under which they will yield returns meet the criteria

set out by the standard in full. For the fi scal years presented, no development costs met these criteria and none were therefore activated.


At 12/31/2016 At 12/31/2015

Gross value

Amortization

and impairment Net value Gross value

Amortization

and impairment Net value

Operating rights, patents, development costs 8,961 (4,909) 4,052 8,301 (3,821) 4,480

Other 130 (73) 57 121 (65) 56

TOTAL 9,091 (4,982) 4,109 8,422 (3,886) 4,536

Net change in position in 2016

Net values(in thousands of euros) At 12/31/2015

Gross

acquisitions (1)

Disposals

NAV

Net

allowances

Changes in

consolidation

scope

Foreign

exchange

variations

Other


Operating rights, patents,

development costs 4,480 59 0 (874) 8 263 116 4,052

Other 56 126 0 (8) 0 0 (117) 57

NET VALUES 4,536 185 0 (882) 8 263 (1) 4,109

(1) Disbursements related to acquisitions of tangible assets amounted to 185 thousand euros.


6.3. GOODWILL

Accounting policies

Goodwill on controlled companies is entered in consolidated balance sheet

assets under “Goodwill”. Goodwill is not amortized but subjected to an impair-

ment test at least once a year and whenever there is an indication of impairment.

When impairment is found, the diff erence between the asset’s book value and its

recoverable value is recognized among operating expenses for the fi scal year.

This goodwill impairment cannot be reversed.

Intangible and tangible assets are tested for impairment. In the case of non-cur-

rent assets with indefi nite lifetimes (e.g. goodwill), a test is carried out at least

once a year, as well as whenever there is an indication that they have lost value.

For other non-current assets, a test is carried out only when there is an indication

of a loss of value.

Assets tested for impairment are grouped in Cash-Generating Units (CGUs), each

corresponding to a homogeneous set of assets whose use generates an identifi -

able cash fl ow. When a CGU’s recoverable value is less than its net book value, an

impairment is recognized and charged as an operating expense. The CGU’s

recoverable value is the market value (less selling costs) or its value in use,

whichever is higher. The value in use is the present discounted value of the fore-

seeable cash fl ow from use of an asset or a CGU. The discount rate is determined

on the basis of the geographical area and the profi le of the business risk.

To date, the Group has only identifi ed one “CGU”.

6.3.1. Change in goodwill


At December 31, 2015 556

Acquisitions of controlling interests 23,415

Foreign exchange variations 805

AT DECEMBER 31, 2016 24,776

6.3.2. Defi nition and reorganization of CGUs

As at December 31, 2016, Blue Solutions Group includes a single Cash-Generating

Unit (CGU), with the activities of the fully-consolidated entities being

interdependent.

This business is described in notes 5.1 – Turnover and 5.2 – Information on

operating segments.

6.3.3. Calculation of the recoverable value

In accordance with IAS 36 “Impairment of assets”, goodwill is tested for impair-

ment every year. The tests are performed at least once a year on the reporting

date.

When a CGU’s recoverable value (the higher of its fair value and its value in use) is

lower than its book value, an impairment loss is recognized in operating profi t

and loss under the item “Amortization and provisions”.

The value in use is calculated by present discounting the forecast aft er-tax cash

fl ows from operations.

The fair value is calculated using market data.

6.3.4. Main assumptions of the process of calculating the

recoverable value

As at December 31, 2016 and December 31, 2015, the Group estimated the

recoverable value on the basis of the market price of Blue Solutions.

As the value obtained in this manner is greater than the book value of the CGU,

no impairment was necessary.

NOTE 7. FINANCIAL STRUCTURE AND FINANCIAL COSTS

7.1. FINANCIAL INCOME

Accounting policies

Net fi nancing expenses include interest charges on debt, interest received on

cash deposits and any changes in value of derivatives held for hedging and based

on items of Group net debt.

Other fi nancial assets, losses and profi ts associated with acquisitions and dispos-

als of securities, the eff ect of fair valuation when control is obtained or given up,

net exchange gains concerning fi nancial transactions, discounting eff ects, divi-

dends received from non-consolidated companies, changes in fi nancial provi-

sions and any changes in value of derivatives relating to fi nancial transactions.

● Foreign currency transactions

Foreign exchange gains and losses resulting from the translation of monetary

items denominated in foreign currencies are recognized under “Other fi nancial

income and expenses” in respect of fi nancial transactions, with the exception of

translation adjustments concerning the fi nancing of net capital expenditure in

certain foreign subsidiaries, which are recognized in shareholders’ equity under

“Translation adjustments” until the date of sale of the shareholding.

Gains and losses on foreign exchange derivatives used for hedging are entered

under fi nancial income in respect of fi nancial transactions.


Net fi nancing expenses (637) (637)

– interest expense (688) (696)

– income from fi nancial receivables 51 59

Other fi nancial income(*) 3,170 828

Other fi nancial expenses(*) (866) (3,128)

FINANCIAL INCOME (1,667) (2,937)

(*) Details of other fi nancial income and expenses


2016 2015

Total

Financial

income

Financial

expenses Total

Financial

income

Financial

expenses

Eff ect of changes in consolidation scope (290) 0 (290) 0 0 0

Changes in fi nancial provisions (137) 0 (137) (28) 0 (28)

Other(1) 2,731 3,170 (439) (2,272) 828 (3,100)

OTHER FINANCIAL INCOME AND EXPENSES 2,304 3,170 (866) (2,300) 828 (3,128)

(1) Mainly foreign exchange gains and losses related to short-term fi nancing granted by Blue Solutions to Blue Solutions Canada.


7.2. CASH AND CASH EQUIVALENTS


At 12/31/2016 At 12/31/2015


Cash 1,242 0 1,242 1,623 0 1,623

Cash management agreements – assets(1) 11,287 0 11,287 15,237 0 15,237

Cash and cash equivalents 12,529 0 12,529 16,860 0 16,860

Current bank facilities (25) 0 (25) (101) 0 (101)

NET CASH 12,504 0 12,504 16,759 0 16,759

(1) Cash agreement with Bolloré SA.

7.3. DEBT

Accounting policies

Non-current fi nancial liabilities consist of the share of loans and similar debts and fi nancial instruments exceeding one year at fair value through profi t and loss. In

particular, they include the debt linked to exercising the return to better fortune clause granted to Bolloré SA following the 37.5 million euro debt waiver obtained in

2009 (see note 9 – Shareholders’ equity and earnings per share).

Current fi nancial liabilities consist of the share of loans, fi nancial debts, current bank facilities and fi nancial instruments at under one year at fair value through profi t

and loss and trade and other payables.

Loans and other similar fi nancial debts are entered at amortized cost according to the eff ective interest rate method.

(in thousands of euros) At 12/31/2016 including current including non-current At 12/31/2015 including current including non-current

Loans from credit institutions 0 0 0 0 0 0

Other borrowings and similar debts(1) 34,888 307 34,581 35,931 895 35,036

GROSS DEBT 34,888 307 34,581 35,931 895 35,036

Cash and cash equivalents(2) (12,259) (12,259) 0 (16,860) (16,860) 0

NET DEBT 22,359 (12,222) 34,581 19,071 (15,965) 35,036

(1) Debt on the better fortunes clause (see below).

(2) Including, at December 31, 2016, 1.2 million euros in cash and 11.3 million euros under the active cash agreement with Bolloré SA. See note 7.2 – Cash and cash equivalents.

Main characteristics of the items in net debt

Liabilities at amortized cost

Other borrowings and similar debts

(in thousands of euros) At 12/31/2016 (1) At 12/31/2015 (1)

Value 34,888 35,931

(1) Corresponds to the factoring in of the debt linked to the return to better fortune clause in favor of Bolloré relating to the debt waiver granted in 2009 in an amount of 34.9 million euros on

December 31, 2016 (including 0.3 million euros classifi ed as current, repaid to Bolloré in 2017), versus 35.8 million euros at December 31, 2015.

Blue Solutions is committed to repaying an amount of 37.5 million euros to Bolloré SA, said amount corresponding to the debt waived in 2009, by paying one-third of the company’s positive

profi t before tax, capped at the amount of the net profi t, until the debt has been paid off .

The debt recognized in the fi nancial statements corresponds to the current value of the commitment and is estimated on the basis of forecasts of future profi t/loss available on the dates on

which the fi nancial statements for Blue Solutions were prepared. The interest expenses representing the passage of time (–0.7 million euros as at December 31, 2016, versus –0.7 million euros

as at December 31, 2015) are recognized in the net fi nancing expenses on the basis of an eff ective interest rate corresponding to the average fi nancing rate of the lender. However, this interest

does not create cash outfl ows.

Subsequent changes (excluding the eff ect of discounting) to this debt, resulting from a transaction with shareholders, were recorded in shareholders’ equity for –1.7 million euros at

December 31, 2016 and –0.2 million euros at December 31, 2015.


Debt by currency

At December 31, 2016(in thousands of euros) Total Euros US dollars GBP Other currencies

Loans from credit institutions 0 0 0 0 0

Other borrowings and similar debts 34,888 34,888 0 0 0

TOTAL GROSS DEBT 34,888 34,888 0 0 0

At December 31, 2015(in thousands of euros) Total Euros US dollars GBP Other currencies

Loans from credit institutions 0 0 0 0 0

Other borrowings and similar debts 35,931 35,931 0 0 0

TOTAL GROSS DEBT 35,931 35,931 0 0 0

Debt by interest rate (amounts before hedging)


At 12/31/2016 At 12/31/2015

Total Fixed rate Variable rate Total Fixed rate Variable rate

Loans from credit institutions 0 0 0 0 0 0

Other borrowings and similar debts 34,888 0 34,888 35,931 0 35,931

TOTAL GROSS DEBT 34,888 0 34,888 35,931 0 35,931

7.3.1. Schedule of liabilities


Loans from credit institutions 0 0 0 0

Other borrowings and similar debts 34,888 307 34,581 0

TOTAL FINANCIAL DEBTS 34,888 307 34,581 0

Non-current liabilities

Other non-current liabilities 14,926 0 14,926 0

Current liabilities

Trade and other payables 17,739 17,739 0 0

Current tax 59 59 0 0

Other current liabilities 655 655 0 0


Loans from credit institutions 0 0 0 0

Other borrowings and similar debts 35,931 895 35,036 0

TOTAL FINANCIAL DEBTS 35,931 895 35,036 0

Non-current liabilities

Other non-current liabilities 632 0 632 0

Current liabilities

Trade and other payables 20,455 20,455 0 0

Current tax 290 290 0 0

Other current liabilities 416 416 0 0


7.4. INVESTMENTS IN EQUITY AFFILIATES


At December 31, 2015 1,572

Share in net income 28

Other transactions(1) (53)

AT DECEMBER 31, 2016 1,547

(1) Other transactions correspond to dividends paid by Cirtem to Blue Solutions.

Consolidated value of the companies accounted for using the equity method


At 12/31/2016 At 12/31/2015

Share in net

income

Value of equity

share Share in net income

Value of equity

share

Cirtem(1) 28 1,547 230 1,572

TOTAL 28 1,547 230 1,572

(1) The company was 33.74% owned by Blue Solutions SA at December 31, 2016 and at December 31, 2015.

7.5. OFF-BALANCE SHEET COMMITMENTS FOR FINANCING ACTIVITIES

None.

NOTE 8. INFORMATION RELATING TO MARKET RISK

AND THE FAIR VALUE OF FINANCIAL ASSETS

AND LIABILITIES

8.1. INFORMATION ON RISK

This note should be read in conjunction with the information provided in the

Chairman’s Report on internal control included in this Registration Document

(section V – Defi nition and objectives of risk management and internal control).

The Group’s approach and the procedures put in place are also described in the

Chairman’s Report. This approach was not changed during the fi scal year.

Business-specifi c risks and particular legal risks are detailed in chapter 4 – Risk

factors of the registration document.

Main fi nancial risks concerning the group

Liquidity riskAt December 31, 2016, its net debt was 22.4 million euros (19.1 million euros as

at December 31, 2015). It includes –11.3 million euros under the cash agreement

with Bolloré SA (–15.2 million euros at December 31, 2015) and 34.9 million

euros under the return to better fortune clause with Bolloré SA (35.8 million

euros at December 31, 2015).

Blue Solutions is committed to repaying an amount of 37.5 million euros to

Bolloré SA, said amount corresponding to the debt waived in 2009, by paying

one-third of the company’s positive profi t before tax, capped at the amount of

the net profi t, until the debt has been paid off .

The debt recognized in the financial statements (34.9 million euros as at

December 31, 2016) corresponds to the present value of the commitment and

was estimated on the basis of the forecasts of future results available as of the

dates of drawing up the fi nancial statements for Blue Solutions. Interest expense

representative of the passage of time is recognized in the net fi nancing expenses

on the basis of an eff ective interest rate corresponding to the average fi nancing

rate of the lender. However, this interest does not create cash outfl ows.

The Blue Solutions Group has a cash agreement with the Bolloré Group which

may be used to cover its liquidity requirements. The Group considers that the

Bolloré Group has suffi cient liquidity to ensure fi nancing for the coming years.

The financial risks related to the Bolloré Group are presented in its 2016

Registration Document.

Interest rate riskAt December 31, 2016, the Group had net variable rate debt of 22.4 million euros,

versus 19.1 million euros at December 31, 2015. The cash management agree-

ment with Bolloré SA showed a net asset position of 11.3 million euros as at

December 31, 2016, versus 15.2 million euros as at December 31, 2015. This cash

agreement bears interest at the quarterly average EONIA rate +1.00% for

advances made by Bolloré SA and at the quarterly EONIA rate +0.50% for

advances made to Bolloré SA, it being noted that in both cases where the quar-

terly EONIA rate is negative it will be deemed to be 0%.

Interest expenses in respect of the debt relating to the return to better fortune

clause amounted to –0.7 million euros based on an interest rate of 2.01% at

December 31, 2016 (–0.7 million euros based on an interest rate of 1.98% at

December 31, 2015).

The sensitivity of the debt to a +1% change in the rate is as follows: annual

impact on fi nancing costs would be –0.3 million euros at December 31, 2016,

compared with –0.2 million euros at December 31, 2015.

Blue Solutions did not use fi nancial derivatives to hedge rates at December 31,

2016 or December 31, 2015.

Foreign exchange riskGroup turnover related to the sale of batteries is made in euros. Consequently,

nearly 98% of the turnover in the presented periods was generated in euros. The

company therefore considers that its turnover does not expose it in a signifi cant

manner to exchange rate risks.

Blue Solutions nonetheless conducts certain transactions in foreign currency:

intra-group purchases of batteries and the majority of production costs of the

Canadian site are carried out in Canadian dollars; some purchases of compo-

nents from outside suppliers are conducted in US dollars. The company consid-

ers that the impact related to currencies nevertheless remains limited on the

whole with regard to the Group’s operating income and is not hedged.

The Group’s operating income is not signifi cantly exposed to currency risk. The

Group’s total net currency gains/losses related to operating fl ows in foreign cur-

rency amounted to –280 thousand euros at December 31, 2016 and –591 thou-

sand euros at December 31, 2015.

In 2016 and 2015, the fi nancing of Blue Solutions Canada was provided by Blue

Solutions in Canadian dollars. Unrealized foreign exchange gains and losses

resulting from the conversion of the short-term loan for its euro counter-value

are recognized as net financial income at each year-end. Total net currency

impacts amounted to 2,701 thousand euros and –2,309 thousand euros for the

periods ended December 31, 2016 and December 31, 2015.


The impact of a 1% change in the Canadian dollar on the translation of the Group’s data is as follows:


Turnover (24) 15

Operating income 36 (53)

Financial income 385 369

Net income 421 315

Shareholders’ equity 699 346

Credit and/or counterparty riskBlue Solutions considers it is not exposed to counterparty risk, as close to 99% of its turnover is generated with Bolloré Group companies.

Risk related to sharesBlue Solutions has no shareholdings other than those held in Blue Solutions Canada, Capacitor Sciences and Cirtem. Accordingly, it considers that it is not subject to

any risk on fl uctuation in share markets.

Raw materials riskGiven the portion represented individually by each type of raw material and component in its operating expenses, Blue Solutions has not put in place any measures

for this risk or any hedging measures for said risk.

8. 2. FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 31, 2016(in thousands of euros)

Balance

sheet

value

Of which

non-

fi nancial

assets and

liabilities

Of which non-fi nancial assets and liabilities

Total

fi nancial

assets and

liabilities

Fair value

of

fi nancial

assets and

liabilities

Financial

assets/

liabilities at

fair value

through profi t

and loss

Investments

held to

maturity

Loans and

receivables/

payables at

amortized

cost

Financial

assets

available

for sale

Non-current fi nancial assets 209 0 0 0 207 2 209 209

Other non-current assets 25,564 0 0 0 25,564 0 25,564 25,564

Trade and other receivables 18,965 0 0 0 18,965 0 18,965 18,965

Other current assets 573 573 0 0 0 0 0 0

Cash and cash equivalents 12,529 0 1,242 0 11,287 0 12,529 12,529

TOTAL ASSETS 57,840 573 1,242 0 56,023 2 57,267 57,267

Long-term fi nancial debts 34,581 0 0 0 34,581 0 34,581 34,581

Other non-current liabilities 14,926 279 0 0 14,647 0 14,647 14,647

Short-term fi nancial debts 307 0 0 0 307 0 307 307

Trade and other payables 17,739 0 0 0 17,739 0 17,739 17,739

Other current liabilities 655 655 0 0 0 0 0 0

TOTAL LIABILITIES 68,208 934 0 0 67,274 0 67,274 67,274



Balance

sheet

value

Of which

non-

fi nancial

assets and

liabilities

Of which non-fi nancial assets and liabilities

Total

fi nancial

assets and

liabilities

Fair value

of fi nancial

assets and

liabilities

Financial

assets/

liabilities at

fair value

through profi t

and loss

Investments

held to

maturity

Loans and

receivables/

payables at

amortized cost

Financial

assets

available

for sale

Non-current fi nancial assets 104 0 0 0 102 2 104 104

Other non-current assets 24,747 0 0 0 24,747 0 24,747 24,747

Trade and other receivables 22,726 0 0 0 22,726 0 22,726 22,726

Other current assets 603 603 0 0 0 0 0 0

Cash and cash equivalents 16,860 0 1,623 0 15,237 0 16,860 16,860

TOTAL ASSETS 65,040 603 1,623 0 62,812 2 64,437 64,437

Long-term fi nancial debts 35,036 0 0 0 35,036 0 35,036 35,036

Other non-current liabilities 632 632 0 0 0 0 0 0

Short-term fi nancial debts 895 0 0 0 895 0 895 895

Trade and other payables 20,455 0 0 0 20,455 0 20,455 20,455

Other current liabilities 416 416 0 0 0 0 0 0

TOTAL LIABILITIES 57,434 1,048 0 0 56,386 0 56,386 56,386


12/31/2016 12/31/2015

Total

Of which

level 1

Of which

level 2

Of which

level 3 Total

Of which

level 1

Of which

level 2

Of which

level 3

Financial assets 2 0 0 0 2 0 0 0

Cash and cash equivalents 1,242 1,242 0 0 1,623 1,623 0 0

Financial liabilities valued

at fair value through profi t

and loss 0 0 0 0 0 0 0 0

No class transfer took place during the fi scal year.

The above table presents the method for valuing fi nancial instruments at fair

value (financial assets/liabilities at fair value through profit and loss and

Financial assets available for sale) required by IFRS 7 using the following three

levels:

• level 1: estimated fair value based on prices quoted on the asset markets for

identical assets or liabilities;

• level 2: fair value estimated by reference to the quoted prices mentioned for

level 1 that are observable for the asset or liability in question, either directly

(i.e. as prices) or indirectly (i.e. derived from prices);

• level 3: fair value estimated based on valuation techniques using inputs relat-

ing to the asset or liability which are not based on directly observable market

data.

NOTE 9. SHAREHOLDERS’ EQUITY AND EARNINGS

PER SHARE

Accounting policies

● Shareholders’ contributions

In accordance with the provisions of IAS 1-109, the Group recognizes in

share-holders’ equity any contributions made by the Bolloré Group, considering

that they are made in its capacity as a shareholder. Furthermore, these contribu-

tions are presented in the cash fl ows from fi nancing activities in the statement of

cash fl ows.

Moreover, in 2009 Blue Solutions benefited from a debt waiver granted by

Bolloré SA for an amount of 37.5 million euros. This waiver is the subject of a

return to better fortune clause which provides for reimbursing Bolloré SA as soon

as the results of Blue Solutions make this possible. This commitment is recog-

nized as a fi nancial debt in these fi nancial statements. This debt, resulting from

a transaction with the shareholders, appeared in the opening shareholders’

equity as of January 1, 2010; its later changes (excluding eff ect of discounting)

have been recognized as shareholders’ equity (see “Changes in consolidated

shareholders’ equity”). The debt recognized in the fi nancial statements corre-

sponds to the current value of the commitment and is estimated on the basis of

forecasts of future profit/loss available on the dates on which the financial

statements for Blue Solutions were prepared. Interest expense for the time that

will have lapsed is recognized in the net cost of financing, using an effective

interest rate equal to the lender’s average rate for fi nancing. However, this inter-

est does not create cash outfl ows.

Performance is not tracked on a geographical basis by management.

9.1. SH AREHOLDERS’ EQUITY

9.1.1. Changes in capital

As at December 31, 2016, the share capital of Blue Solutions SA Group amounted

to 144,191,580 euros, divided into 28,838,316 ordinary shares with a par value of

5 euros each and fully paid-up. During the period ending on December 31, 2016,

the weighted average number of ordinary shares and the weighted average

number of ordinary and potential dilutive shares was 28,838,316.

Transactions that aff ect or could aff ect the share capital of Blue Solutions are

subject to agreement by the General Meeting of Shareholders.

9.1.2. Dividends paid out by the parent company

The parent company did not pay any dividends in the period.


9.2. EA RNINGS PER SHARE

The table below gives a breakdown of the details used to calculate the basic and diluted earnings per share shown at the bottom of the income statement.


Net income, Group share, used to calculate earnings per share – basic (80) 20

Net income, Group share, used to calculate earnings per share – diluted (80) 20

Number of shares issued at December 31 2016 2015

Number of shares issued 28,838,316 28,838,316

Number of shares outstanding 28,838,316 28,838,316

Free shares 358,000 368,500

Number of shares issued and potential shares 29,196,316 29,206,816

Weighted average number of shares outstanding – basic 28,838,316 28,838,316

Potential dilutive securities resulting from the exercise of stock options(1) 0 235,970

Weighted average number of shares outstanding and potential shares – aft er dilution 28,838,316 29,074,286

(1) Potential stock was not taken into account when calculating the diluted net income per share for 2016 as it has no dilutive eff ect due to the loss generated in 2016.

NOTE 10. PROVISIONS

Accounting policies

Provisions are liabilities whose actual due date or amount cannot be determined precisely.

They are recognized when the Group has a present obligation resulting from a past act or event, which will probably entail an outfl ow of resources that can reasonably

be estimated. The amount entered must be the best estimate of the expenditure necessary to settle the obligation at the end of the accounting period. It is discounted

if the eff ect is signifi cant and the due date is further than one year away.

Based on the information available on the date of production of the fi nancial statements, the Group believes that the net costs of dismantling are insignifi cant. No

provision has been recognized in this respect in the fi nancial statements.

● Classifi cation as current/non-current

The Group considers that all assets and liabilities related to current activity are current assets and liabilities, irrespective of when they are due. All the other assets and

liabilities are classifi ed as current when the due date for their being paid off is under one year from the date of closure of the fi scal year presented, otherwise they are

considered to be non-current.


including

current

including

non-current At 12/31/2015

Including

current

Including

non-current

Provisions for litigation(1) 765 765 0 0 0 0

Provisions for warranties 258 258 0 464 464 0

Provisions for taxes(2) 799 0 799 0 0 0

Other provisions for charges 97 97 0 0 0 0

Provisions for contingencies and charges 1,919 1,120 799 464 464 0

Employee benefi t obligations 2,584 0 2,584 1,986 0 1,986

PROVISIONS 4,503 1,120 3,383 2,450 464 1,986

(1) 765 thousand euro provision for a supplier dispute.

(2) A tax audit was conducted by the authorities for the period 2012 to 2014. The procedure is still ongoing. The company has challenged all the assessments received. Nevertheless, out of

prudence, the company has funded a provision for a tax expense – value added CVAE tax (0.8 million euros) – on the grounds that it is likely to be paid.

Breakdown of changes over the period

(in thousands of euros) At 12/31/2015 Increase

Decrease Changes in

consolidation

scope

Other

transactions

Foreign

exchange

variations At 12/31/2016With use Without use

Provisions for litigation 0 765 0 0 0 0 0 765

Provisions for warranties 464 0 0 (206) 0 0 0 258

Provisions for taxes 0 799 0 0 0 0 0 799

Other provisions for charges 0 97 0 0 0 0 0 97

Employee benefi t obligations 1,986 263 (12) 0 0 347 0 2,584

TOTAL 2,450 1,924 (12) (206) 0 347 0 4,503


NOTE 11. EMPLOYEE BENEFITS

11.1. AVERAGE WORKFORCE

Breakdown of staff by segment

2016 2015

Electricity storage and solutions 437 371

TOTAL 437 371

11.2. PENSION AND OTHER POST-EMPLOYMENT BENEFIT COMMITMENTS

Accounting policies

● Post employment benefi ts

Post employment benefi ts concern end-of-service payments.

● Defi ned-benefi t plans

In line with IAS 19 “Employee benefits”, the Group’s commitments under

defi ned-benefi t plans, and likewise their cost, are valued by actuaries in accord-

ance with the projected unit credit method. Valuations are carried out each year

for the various schemes.

These schemes are non-fi nanced and their commitment is considered a liability

on the balance sheet, for the discounted value of the obligation.

The commitments related to employee benefi ts are valued using assumptions on

changes in wages, the age at which payment of individual entitlements takes

place, mortality rate and infl ation rate, then updated by using the interest rates

of private long-term fi rst rank bonds (reference rate used: IBoxx AA as at the valu-

ation date).

In accordance with the revised version of IAS 19, the resulting cost is immediately

recognized as an expense.

The actuarial cost entered as operating income for defined-benefit plans

includes the cost of benefi ts provided during the fi nancial period, the cost of any

past service, and the eff ects of any reduction or liquidation of the scheme. The

fi nance charge net of expected return on assets is recognized in net fi nancial

income.

Actuarial diff erences arise mainly from changes in assumptions and from the

diff erence between the results using the actuarial assumptions and the actual

outcome of the defi ned-benefi t plans. Actuarial diff erences are recognized in full

in the balance sheet, with an offsetting entry in consolidated shareholders’

equity.

● Defi ned-contribution schemes

Certain benefits are also provided under defined-contribution schemes. The

contributions for these schemes are entered as employee costs when they are

incurred.

● Other long-term benefi ts

Other long-term benefi ts are entered in the balance sheet as provisions. These

are commitments related to long-service bonuses.

This provision is valued according to the projected unit credit method.

Expenses related to these obligations are recognized in the operating statement,

with the exception of interest expense, which is recognized under financial

income.

Assets and liabilities included in the balance sheet


At 12/31/2016 At 12/31/2015

Post employment

benefi ts

Other long-

term benefi ts Total

Post employment

benefi ts

Other long-


Discounted value of commitments

(non-funded schemes) 2,247 337 2,584 1,697 289 1,986

NET BALANCE SHEET VALUE OF EMPLOYEE

BENEFIT OBLIGATIONS 2,247 337 2,584 1,697 289 1,986

Expenditure components


At 12/31/2016 At 12/31/2015

Post employment

benefi ts

Other long-


Post employment

benefi ts

Other long-


Cost of services provided (119) (23) (142) (88) (17) (105)

Cost of past services (49) (11) (60) (430) (84) (514)

Actuarial gains and losses recognized 0 (21) (21) 0 4 4

Interest expenses (34) (6) (40) (24) (4) (28)

COSTS OF EMPLOYEE BENEFIT OBLIGATIONS (202) (61) (263) (542) (101) (643)


Changes in net balance sheet liabilities/assets

Changes in provisions


2016 fi scal year 2015 fi scal year

Post

employment

benefi ts

Other long-


Post

employment

benefi ts

Other long-


At January 1 1,697 289 1,986 1,217 203 1,420

Increase through P&L 202 61 263 542 101 643

Decrease through P&L 1 (13) (12) (30) (15) (45)

Actuarial gains and losses in shareholders’ equity 347 0 347 (32) 0 (32)

Translation adjustments 0 0 0 0 0 0

Other transactions 0 0 0 0 0 0

AT DECEMBER 31 2,247 337 2,584 1,697 289 1,986

Actuarial gains and (losses) recognized directly in shareholders’ equity

The changes in actuarial gains and losses shown in the statement of comprehensive income and recognized directly in shareholders’ equity are as follows:


Opening balance (396) (428)

Actuarial gains and (losses) recognized in the period (for controlled entities) (347) 32

Closing balance (743) (396)

Valuation assumptions

Commitments are valued by actuaries who are independent from the Group. Any assumptions made reflect the specific nature of the plans and companies

concerned.

Full actuarial valuations are carried out each year during the fi nal quarter.

The commitments are all borne by Blue Solutions in France; there are no employee benefi t obligations as defi ned by IAS 19 for the subsidiary situated in Canada.

Discount rates determined by country or geographical area are obtained by reference to the yield rate of fi rst-class private bonds (with maturity equivalent to the term

of the schemes valued).

The main actuarial assumptions made in determining commitments are as follows:

(as a percentage) France

AT DECEMBER 31, 2016

Discount rate 1.20

Wage increases(1) 2.50

At December 31, 2015

Discount rate 2.00

Wage increases(1) 2.50

(1) Infl ation-adjusted.

Sensitivity

The sensitivity of the valuation to changes in the discount rate is as follows:

Change in the discount rate

As a percentage In thousands of euros

of –0.5% of +0.5% of –0.5% of +0.5%

Eff ect on commitment in 2016 7.66 –6.95 198 (180)

Eff ect on expense in 2017 2.10 –2.13 5 (5)


11.3. COMPENSATION OF GOVERNING AND MANAGEMENT BODIES (RELATED PARTIES)


Short-term benefi ts 585 565

Post employment benefi ts 0 0

Long-term benefi ts 0 0

Severance payments 0 0

Payment in shares(1) 238 238

Number of free Blue Solutions shares 55,000 55,000

(1) See characteristics of the plan note 11.4 – Share-based payment transactions.

There is no commitment on the part of the Group toward its executives or former

executives for pensions and similar indemnities.

No advance or credit has been granted by the Group to its corporate offi cers.

Some employees or company officers of the Group received Bolloré SA free

shares.

However, no corporate offi cers have received any in respect of their term of offi ce

in the companies of the Blue Solutions Group and thus no such expenditure was

posted in 2016 in the Group’s books. The total number of potential free

Bolloré SA shares held by company officers of Blue Solutions Group totaled

1,874,000.

11 .4. SHARE-BASED PAYMENT TRANSACTIONS

Accounting policies

The valuation and accounting arrangements for share subscription or share pur-

chase plans relating to shares in the parent company and its subsidiaries are set

out in IFRS 2 “Share-based payment”.

The granting of stock options or similar is a benefi t for the persons concerned

and as such counts as supplementary compensation. These benefi ts are recog-

nized as expenses on a straight-line basis over the vesting period in exchange for

an increase in shareholders’ equity for the plans redeemable in shares.

They are valued at the time of their granting on the basis of the fair value of the

shareholders’ equity instruments granted.

Blue Solutions free share allocation plan

Blue Solutions’ Board of Directors meeting of January 7, 2014, partially using the

authorization granted to it by the Extraordinary General Meeting of August 30,

2013, decided to award a fixed maximum amount of free shares of 380,000

shares, or 1.32% of the capital. 364,500 free shares were awarded in this way on

January 8, 2014, and 13,500 on April 7, 2014, in line with the procedures set out

by the General Meeting and the Board of Directors. The accounting treatment for

this plan was not changed during the fi scal year.

The fair value of the shares granted was calculated by an independent expert.

The fraction of this fair value representative of the services rendered to Blue

Solutions recorded in P&L under “Staff costs” off set in shareholders’ equity is

–1,532 thousand euros at December 31, 2016 and –1,532 thousand euros at

December 31, 2015.

Allocation conditions

Date of grant January 8, 2014 April 7, 2014

Number of shares granted 364,500 13,500

Share price on award date (in euros) 19.35 27.32

Vesting period 48 months 48 months

Holding period 2 years aft er vesting period 2 years aft er vesting period

Main assumptions

Dividend rate (as a percentage) 0.00 0.00

Risk-free rate (as a percentage) 1.49 at 6 years 1.49 at 6 years

1.01 at 4 years 1.01 at 4 years

Fair value of the option (including lock-up discount) (in euros) 17.29 24.42

At December 31, 2016

Number of remaining shares 344,500 13,500

Expense recognized in P&L (in thousands of euros) (1,450) (82)


NOTE 12. TAXES

Accounting policies

The Group calculates its income tax in accordance with the tax law in force at the

time.

In accordance with IAS 12 “Income taxes”, the timing diff erences between the

book values of assets and liabilities and their tax-base values give rise to recog-

nition of a deferred tax asset or liability, according to the variable carryforward

method using the tax rate adopted or virtually adopted on the closing date.

Deferred taxes are recognized for all timing diff erences unless the deferred tax is

generated by goodwill or by the initial recognition of an asset or liability which is

not a business combination and does not affect either accounting or fiscal

income on the transaction date.

A deferred tax asset is recognized for the carryforward of tax losses and of

unused tax credits, insofar as it is probable that there will in future be suffi cient

taxable income to which these tax losses and unused tax credits can be imputed

or if there are liability timing diff erences.

However, for the fiscal years presented, by virtue of IAS 12 paragraph 35, the

Group considered that given the recent history of unused tax losses, it was not

necessary to recognize the net deferred tax assets in respect of carrying forward

tax losses.

In line with IAS 12, deferred tax assets and liabilities are not discounted.

12.1. TAX CHARGES

12.1.1. Income tax analysis


Current tax 0 0

Provision (expense)/reversal for taxes (799) 0

Net change in deferred taxes 0 0

Other tax 0 0

Corporate added value contribution (534) (488)

TOTAL (1,333) (488)

For the fi scal years presented, by virtue of IAS 12 section 35, the Group considered that given the recent history of unused tax losses, it was not necessary to recognize

the net deferred tax assets in respect of carrying forward tax losses beyond the taxable liabilities temporary diff erences.

12.1.2. Explanation of income tax expense

By convention, the Group decided to apply the ordinary rate applicable in France, i.e. 33.3%.

The diff erence between the theoretical and actual tax liability may be analyzed as follows:



Net income from companies accounted for using the equity method (28) (230)

Tax expense (income) 1,333 488

Income before tax 1,225 278

Theoretical tax rate 33.33% 33.33%

THEORETICAL TAX INCOME (EXPENSE) (408) (93)

Reconciliation

Permanent diff erences(1) 1,701 1,955

Eff ect of the sale of securities not taxed at the current rate 0 0

Capitalization (impairment) of losses carried forward and impairment of deferred taxes (2,476) (2,185)

Impact of tax rate diff erentials (150) (165)

Other 0 0

ACTUAL TAX INCOME (EXPENSE) (1,333) (488)

(1) Corresponds mainly to the tax eff ect of research tax credits (non-taxable revenue) for 2.7 million euros in 2016 and in 2015.


12.2. DEFERRED TAX

12.2.1. Origin of deferred tax assets and liabilities

(in thousands of euros) 12/31/2016 12/31/2015

Capitalization of tax losses carried forward(1) 3,153 3,335

Provisions for retirement and other employee benefi ts 749 566

Regulatory tax provisions (3,334) (3,436)

Temporary diff erences (570) (455)

Other 2 (10)

NET DEFERRED TAX ASSETS AND LIABILITIES 0 0

(1) Including 2.5 million euros at Blue Solutions as at December 31, 2016 and 2.7 million euros as at December 31, 2015.

12.2.2. Uncapitalized deferred tax

(in thousands of euros) 12/31/2016 12/31/2015

Tax loss carryforwards 66,678 63,650

TOTAL 66,678 63,650

Includes tax loss carryforwards in respect of the Canadian subsidiary of 11.4 million euros as at December 31, 2016 and 9.5 million euros as at December 31, 2015.

These tax losses are limited in time; as at December 31, 2016, the current defi cits expire between 2027 and 2034.

The other losses are not limited in time for the periods presented.

Furthermore, the company was the subject of an audit for the period from January 1, 2012 to December 31, 2014. The company has challenged all the tax assessments

made by the tax authorities. It has not yet received a response.


NOTE 13. RELATED-PARTY TRANSACTIONS

The consolidated fi nancial statements include the operations conducted by the

Group within the normal framework of its activities with the consolidated com-

panies in the Bolloré Group which controls the Group.

It should be noted that the Group has in particular entered into an agreement

with Bolloré SA concerning the provision of services, including the provision of

assistance, staff and resources and reclassifi cation of assets. The fi nancial condi-

tions of this agreement are as follows:

• provision of assistance: the amount of invoicing is determined on the basis of

Bolloré SA’s operating costs using an allocation formula;

• for the provision of staff and resources: the agreement specifi es reinvoicing at

cost for seconded personnel and equipment, reinvoicing by the hour for

aircraft ;

• for the reclassifi cation of assets or securities: they are calculated on the basis

of the net book value of the goods in the accounts of the transferor except for

changes in securities exceeding 500,000 euros and asset disposals exceeding

1,500,000 euros which are governed by a special agreement subject to the

procedures for related-party agreements.

In addition: Blue Solutions benefi ts from a cash management agreement with

Bolloré SA which manages the cash requirements and cash surpluses of Blue

Solutions. Borrowings made are subject to the quarterly average EONIA interest

rate +1.00% and loans at the EONIA rate +0.50%.


Turnover

non-consolidated entities in Blue Solutions Group(1) 108,755 120,228

entities accounted for using the equity method: Cirtem 0 0

Goods and services bought in

non-consolidated entities in Blue Solutions Group(1) (6,626) (7,302)


Other fi nancial income and expenses

non-consolidated entities in Blue Solutions Group(1) (636) (637)


Receivables associated with activity (excluding tax consolidation)



Provisions for bad debts 0 0

Payables associated with activity (outside tax consolidation)



Current accounts and cash management agreements – assets



Current accounts and cash management agreements – liabilities

non-consolidated entities in Blue Solutions Group(1) 0 0


(1) Entities jointly controlled by the Bolloré Group, not consolidated by the Blue Solutions Group, along with Group holding companies.

NOTE 14. EVENTS AFTER THE REPORTING PERIOD

DECISION OF THE BOARD OF DIRECTORS OF MARCH 23, 2017

The Board of Directors of Blue solutions, having reviewed the company’s position

and outlook, decided not to exercise the Blue Applications options (see note 4.2

- Commitments received as part of share dealings) and to begin negotiations

with the Board of Directors of Bolloré to work on the following objectives:



by the latter;

• agree on a new contract to provide Blue Solutions with fi nancing from Bolloré,

the previous commitment having ended in June 2016.

LAUNCH OF A PUBLIC OFFERING BY BOLLORÉ

Bolloré, which had listed Blue Solutions at year-end 2013 at 14.50 euros per

share, while remaining bullish on the outlook for LMP® technology, but wishing

to maintain a reasonable growth rate and to continue investing for the long term,

will offer shareholders looking to exit an initial opportunity to sell their Blue

Solutions shares at 17 euros per share. To this end, a proposed tender off er will

be fi led with the French Financial Markets Authority (AMF) before the end of the

2017 fi rst half-year, once the aforementioned negotiations are complete and an

independent expert has been appointed to assess whether the off er price is fair.

Bolloré would like to make it clear at this point that it has no plans to carry out a

squeeze-out following this off er.




price over a reference period is below 17 euros, Bolloré will file a new public

off ering on the same price terms as the fi rst. Further details on this commitment

will be provided in the circular for the fi rst public off ering.


NOTE 15. FEES OF STATUTORY AUDITORS AND MEMBERS OF THEIR NETWORKS

FEES BY NETWORK

(In thousands of euros) TOTAL 2016

Constantin Associés AEG Finances – Audit Expertise Gestion

Statutory Auditors Network Statutory Auditors Network

Amount

(before tax) %

Amount

(before tax) %

Amount

(before tax) %

Amount

(before tax) %

Certifi cation of the separate

and consolidated fi nancial

statements

– Blue Solutions 97 45 82 NA 52 100 NA

– Fully consolidated subsidiaries 0 0 0 0 0

Sub-total 97 45 82 52 100

Services other than

certifi cation of the fi nancial

statements

– Blue Solutions 10 10 18 NA 0 0 NA

– Fully consolidated subsidiaries 0 0 0 0 0

Sub-total 10 10 18 0 0

TOTAL FEES 107 55 100 52 100

NA : Not applicable.

NOTE 16. LIST OF CONSOLIDATED COMPANIES

16.1. FULLY CONSOLIDATED

Name Registered offi ce

% interest

2016

% interest

2015

Siren (business registration number)

/Country/Territory

Blue Solutions Odet Parent Parent 421 090 051

Blue Solutions Canada Inc Boucherville/Quebec 100.00 100.00 Canada

Capacitor Sciences Inc Palo Alto/California 100.00 NC United States

NC : non consolidated.

16.2. ACCOUNTED FOR USING THE EQUITY METHOD

Name Registered offi ce

% interest

2016

% interest

2015

Siren (business registration number)

/Country/Territory

Cirtem Toulouse 33.74 33.74 348 011 024


NOTE 17. CROSS-REFERENCE TABLE FOR THE NOTES TO THE 2016-2015 FINANCIAL STATEMENTS

2016 Presentation 2015 Presentation

Signifi cant events Note 1 Note 1/A

Signifi cant accounting policies Note 2

Changes in standards 2.1 Note 1/B.3

Arrangements for fi rst-time application of IFRS 2.2 Note 1/B.4

Use of estimates 2.3 Note 1/B.6-1

Comparability of fi nancial statements Note 3 Note 3

Consolidation scope Note 4

Changes in consolidation scope 4.1 Note 2

Activity data Note 5

Turnover 5.1 Note 1/B.6-2

Information on operating segments 5.2 Note 21

Main changes at constant scope and exchange rates 5.3 Note 22

Operating income 5.4 Note 23

Inventories and work in progress 5.5 Note 8

Trade and other receivables 5.6 Note 9

Trade and other payables 5.7 Note 19

Other assets and liabilities 5.8 Notes 7, 10, 18 & 20

Off -balance sheet commitments for operating activities 5.9 Note 28

Tangible and intangible assets Note 6

Tangible assets 6.1 Note 5

Other intangible assets 6.2 Note 4

Goodwill 6.3 Note 3

Financial structure and fi nancial costs Note 7

Financial income 7.1 Note 24

Cash and cash equivalents 7.2 Note 11

Debt 7.3 Notes 16 & 17

Investments in equity affi liates 7.4 Note 6

Off -balance sheet commitments for fi nancing activities 7.5 Note 28

Information relating to market risk and the fair value of fi nancial assets and liabilities Note 8

Information on risk 8.1 Note 30

Fair value of fi nancial instruments 8.2 Note 29

Shareholders’ equity and earnings per share Note 9

Shareholders’ equity 9.1 Note 12

Earnings per share 9.2 Note 12

Provisions Note 10 Note 13

Employee benefi ts Note 11

Average workforce for ongoing activities 11.1 Note 26

Pension and other post-employment benefi t commitments 11.2 Note 14

Compensation of governing and management bodies (related parties) 11.3 Note 27

Share-based payment transactions 11.4 Note 15


2016 Presentation 2015 Presentation

Taxes Note 12

Tax charges 12.1 Note 25

Deferred tax 12.2 Note 25

Related-party transactions Note 13 Note 27

Events aft er the reporting period Note 14 Note 31

Fees of Statutory Auditors and members of their networks Note 15 Note 32

List of consolidated companies Note 16

Fully-consolidated companies 16.1 Note 33

Companies accounted for using the equity method 16.2 Note 33


Statutory Auditors’ report

Statutory Auditors’ report on the consolidated fi nancial statements


This is a free translation into English of the Statutory Auditors’ report on the consol-

idated fi nancial statements issued in the French language and is provided solely for

the convenience of English-speaking users.

The Statutory Auditors’ report includes information specifi cally required by French

law in such reports, whether modifi ed or not. This information is presented below

the opinion on the consolidated financial statements and includes explanatory

paragraphs discussing the Auditors’ assessments of certain signifi cant accounting

and auditing matters. These assessments were made for the purpose of issuing an

audit opinion on the consolidated fi nancial statements taken as a whole and not to

provide separate assurance on individual account captions or on information taken

outside of the consolidated fi nancial statements.

This report also includes information relating to the specifi c verifi cation of informa-

tion given in the management report.

This report should be read in conjunction with, and is construed in accordance with,

French law and professional auditing standards applicable in France.


In compliance with the assignment entrusted to us by your Annual General Meeting,

we hereby report to you, for the year ended December 31, 2016, on:

• the audit of the accompanying consolidated financial statements of Blue

Solutions;

• the justifi cation of our assessments;

• the specifi c verifi cation required by law.

These consolidated fi nancial statements have been approved by the Board of

Directors. Our role is to express an opinion on these consolidated financial

statements based on our audit.

I. OPINION ON THE CONSOLIDATED FINANCIAL

STATEMENTS

We conducted our audit in accordance with professional standards applicable in

France; those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated fi nancial statements are

free of material misstatement. An audit involves performing procedures, using

sampling techniques or other methods of selection, to obtain audit evidence

about the amounts and disclosures in the consolidated fi nancial statements. An

audit also includes evaluating the appropriateness of accounting policies used

and the reasonableness of accounting estimates made, as well as the overall

presentation of the consolidated fi nancial statements. We believe that the audit

evidence we have obtained is suffi cient and appropriate to provide a basis for

our audit opinion.

In our opinion, the consolidated fi nancial statements give a true and fair view of

the assets and liabilities and of the financial position of the Group as of

December 31, 2016 and of the results of its operations for the year then ended in

accordance with International Financial Reporting Standards as adopted by the

European Union.

II. JUSTIFICATION OF OUR ASSESSMENTS

I n accordance with the requirements of article L. 823-9 of the French company

law (Code de commerce) relating to the justifi cation of our assessments, we bring

to your attention the following matters:

As mentioned in paragraph 2.3 “Use of estimates” of note 2 – General accounting

policies to the notes of the consolidated fi nancial statements, management of

your company is required to make estimates and assumptions that aff ect the

amounts reported in the fi nancial statements and the notes which accompany

them. This paragraph specifi es that the amounts given in the future Group con-

solidated fi nancial statements may be diff erent in case of revision of these esti-

mates and assumptions. As part of our audit of the consolidated financial

statements at December 31, 2016, we considered that non-current fi nancial debt

and earn-out are subject to signifi cant accounting estimates.

Your company values the debt under clause clawback on the debt waiver granted

in 2009 by Bolloré, as its fair value in accordance with the methodology

described in paragraph “Accounting policies” in note 7.3 “Debt”.

Your company values the earn-out related to the acquisition of Capacitor

Sciences Inc. at their fair value in accordance with the methodology described in

paragraph “Acquisition of Capacitor Sciences Inc.” in note 4.1 – Changes in consol-

idation scope in 2016 and 2015.

In accordance with the professional standards applicable to estimates and on

the basis of information currently available, we examined the procedures and

methods employed in arriving at these estimates and assessed the reasonable

nature of the forecasted data and assumptions on which they are based.

These assessments were made as part of our audit of the consolidated fi nancial

statements taken as a whole, and therefore contributed to the opinion we

formed which is expressed in the fi rst part of this report.

I II. SPECIFIC VERIFICATION

As required by law, we have also verifi ed in accordance with professional standards

applicable in France, the information presented in the Group’s management report.

We have no matters to report as to its fair presentation and its consistency with

the consolidated fi nancial statements.


The Statutory Auditors

French original signed by

AEG Finances Constantin Associés

Member of Member of

Grant Thornton International Deloitte Touche Tohmatsu Limited

Jean-François Baloteaud Jean Paul Séguret


134 BLUE SOLUTIONS

136 — Balance sheet138 — Income statement139 — Variation in cash fl ow140 — List of subsidiaries and shareholdings140 — Notes to the fi nancial statements142 — Notes to the balance sheet – notes 1 to 12147 — Notes to the income statement – notes 13 to 21150 — Financial results of the company

during the last fi ve fi nancial years151 — Statutory Auditors’ report on the separate

fi nancial statements

20.4. Separate fi nancial statements AT DECEMBER 31, 2016


Balance sheet

ASSETS

(in thousands of euros) Notes

12/31/2016 12/31/2015

Gross amount

Depreciation,

amortization

and provisions Net amount Net amount

Intangible assets 1

Licenses, patents and similar rights 1,167 1,067 98 125

Goodwill

Other intangible assets 130 73 57 56

Tangible assets 1

Land 3,498 885 2,613 2,775

Buildings 57,754 21,051 36,703 32,306

Plant, machinery and equipment 68,771 41,325 27,446 31,474

Other tangible assets 22,265 21,728 537 529

Non-current assets in progress 12,388 12,388 11,760

Advances and down payments 3,368 3,368 2,241

Non-current fi nancial assets 3

Shareholdings 12,224 12,224 12,224

Receivables from stakes

Other non-current investments

Loans

Other non-current fi nancial assets 104 104 101

Total 181,669 86,129 95,540 93,590

Inventories and work in progress 4

Raw materials and supplies 7,528 648 6,880 9,616

Intermediate and fi nished products 6,446 6,446 3,881

Goods 2,879 159 2,720 2,229

Advances and down-payments on orders

Receivables 5

Trade accounts receivable 9,444 9,444 12,484

Other receivables 95,181 95,181 84,799

Miscellaneous

Investment securities

Cash 7 183 183 531

Accrual adjustments 12

Prepayments 292 292 340

Total 121,953 807 121,146 113,880

Staggered bond issue costs

Bond redemption premiums

Foreign exchange losses 741 741 3,588

TOTAL ASSETS 304,363 86,936 217,427 211,058

136 BLUE SOLUTIONS20.4. Separate financial statements

LIABILITIES

(in thousands of euros) Notes

Net amount

12/31/2016 12/31/2015

Shareholders’ equity

Share capital (of which paid up: 144,191,580 euros) 144,192 144,192

Share issuance, merger and acquisition premiums

Revaluation adjustment

Legal reserve 1,966 1,708

Other reserves

Amount carried forward 32,600 27,707

Income for the period (profi t or loss) 7,897 5,151

Interim dividend

Regulated provisions 10,003 10,309

Total 8 196,658 189,067

Provisions for contingencies and charges

Provisions for contingencies 2,661 4,052

Provisions for charges 337 289

Total 9 2,998 4,341

Debts 5

Other bond issues

Loans from credit institutions 25 101

Borrowings and other debts

Advances and down-payments received on orders in progress 517 25

Trade accounts payable 7,349 9,409

Taxes and social security contributions payable 5,125 4,738

Non-current asset payables and related accounts 3,716 3,228

Other payables 703 13

Accrual adjustments 12

Unearned income 317 99

Total 17,752 17,613

Foreign exchange gains 19 37

TOTAL LIABILITIES 217,427 211,058

137REGISTRATION DOCUMENT 2016 20.4. Separate financial statements

Income statement


Sales of merchandise 40,486 45,867

Sales of:

– goods 59,950 69,638

– services 11,065 8,684

Net turnover 13 111,501 124,189

Production left in stock 409 (423)

Capitalized production 440 2,177

Operating subsidies 27 22

Write-backs of amortization and provisions, transfers of charges 236 101

Other earnings 1

Total operating income 112,614 126,066

Purchases of merchandise (including customs duties) 38,667 44,230

Changes in stocks (of merchandise) (651) (395)

Purchases of raw materials, other supplies (and customs duties) 25,198 36,383

Changes in stocks (of raw materials and supplies) 2,209 (830)

Other goods and services bought in 14,296 15,543

Taxes and related payments 2,632 2,400

Wages and salaries 13,688 11,623

Social security contributions 6,300 5,351

Operating provisions

On fi xed assets: allowances for amortization 10,693 10,588

On current assets: allocations to provisions 694 29

For contingencies and charges: allocations to provisions 60 149

Other expenditure 556 473

Total operating expenditure 114,342 125,544

Operating income (1,728) 522

Joint operations

Financial income

Financial income from investments 54

Income from other securities and receivables from non-current assets

Other interest and similar income 53 60

Reversals of provisions and transfers of charges 3,588 1,028

Positive exchange diff erences 750 1,479

Net income from disposal of investment securities

Total fi nancial income 4,445 2,567

Financial allocations to amortization and provisions 741 3,588

Interest and related expenses 283

Negative exchange diff erences 1,128 1,468

Net expenses on sale of investment securities

Total fi nancial expenses 2,152 5,056

Financial income 14 2,293 (2,489)

Recurring income before tax 565 (1,967)

Extraordinary income from management operations 242

Extraordinary income from capital transactions 1,701 316

Reversals of provisions and transfers of charges 1,762 1,399

Total extraordinary income 3,705 1,715

Extraordinary expenditure on management operations 197 308

Extraordinary expenditure on capital transactions 1,696 316

Extraordinary allocations to amortization and provisions 2,747 1,610

Total extraordinary expenditure 4,640 2,234

Extraordinary income 15 (935) (519)

Employees’ shareholding and profi t-sharing

Corporate income tax (8,267) (7,637)

Total income 120,764 130,348

Total expenditure 112,867 125,197

PROFITS 7,897 5,151


Variation in cash fl ow


Cash fl ows from operating activities

Net income for the period 7,897 5,151

Non-cash income/expenses:

– impairment and amortization (9,355) (13,450)

– transfers of charges 13

Cash fl ow 17,252 18,588

Change in working capital requirement 914 (4,500)

Net cash from operating activities 18,166 14,088

Cash fl ows from investing activities

Acquisitions

– tangible and intangible assets (13,473) (13,978)

– securities

– other non-current fi nancial assets (3) (100)

– short-term investments

Disposals

– tangible and intangible assets 1,696 317

– securities

– other non-current fi nancial assets

– short-term investments

Net cash from investing activities (11,780) (13,761)

Cash fl ows from fi nancing activities

– dividends received 53

– capital increase through cash payment

– changes in shareholders’ current accounts (6,481) (1,248)

– net interest paid (231) 58

– other fl ows

Net cash from fi nancing activities (6,659) (1,190)

VARIATION IN CASH FLOW (272) (863)

Cash and cash equivalents at the beginning of the period 430 1,293

Cash and cash equivalents at the end of the period 158 430


List of subsidiaries and shareholdings

Company(in thousands of euros)

Share

capital

Shareholders’

equity

Share of

capital held(as a percentage)

Dividends

received

Gross

value

Net

value

Loans

and

advances Guarantees Turnover Income

Subsidiaries

over 50% owned

Blue Solutions Canada 25,950 (9,954) 100 – 11,232 11,232 49,381 – 37,477 (4,273)

Compagnie de Ploërmel 1 (7) 99 1 1 4 (4)

Compagnie de Pont-l’Abbé 1 (7) 99 1 1 5 (4)

Shareholdings of

between 10% and 50%

Cirtem(1) 358 3,436 33.74 – 990 990 – – 3,559 180

Other stock

(1) Provisional fi gures.

Notes to the fi nancial statements

COMPANY ACTIVITY

Using existing skills in electricity storage with fi lms for capacitors, Blue Solutions

was created to design and develop a lithium metal polymer battery (LMP) as well

as high-performance supercapacitors.

Blue Solutions produces and sells electric batteries and innovative supercapaci-

tors using clean technology.

LMP® batteries are designed for mobile and stationary energy storage

applications.

Supercapacitors are mainly used in the area of clean transportation, particularly

hybrid cars, buses and electric tramways.

The company delivered 2,460 batteries during the fi scal year, including 2,068

sold to Bluecar.

The batteries blocked for Bluebus were disposed of in 2016.

SIGNIFICANT EVENTS OF THE FINANCIAL YEAR

In order to assist the development of its subsidiary Blue Solutions Canada over

2016, Blue Solutions granted current account advances of 13,771 thousand

euros to this subsidiary under a shareholder current account agreement.

SIGNIFICANT EVENTS AFTER THE REPORTING DATE

DECISION AT THE BOARD OF DIRECTORS’ MEETING OF MARCH 23, 2017

The Board of Directors of Blue Solutions, having reviewed the company’s position

and outlook, decided not to exercise the Blue Application options (see note 11

“Commitments received as part of share dealings”) and to begin negotiations

with the Board of Directors of Bolloré to work on the following objectives:



by the latter;



LAUNCH OF A PUBLIC OFFERING BY BOLLORÉ

Bolloré, which had listed Blue Solutions at end 2013 at €14.50 per share, while

remaining bullish on the outlook for LMP technology, but wishing to maintain a

reasonable growth rate and to continue investing for the long term, will off er

shareholders looking to exit an initial opportunity to sell their Blue Solutions

shares at €17 per share. To this end, a proposed tender off er will be fi led with the

French Financial Markets Authority (AMF) before the end of the fi rst half of 2017,

once the aforementioned negotiations are complete and an independent expert

has been appointed to assess whether the off er price is fair. Bolloré would like to

make it clear at this point that it has no plans to carry out a squeeze-out

following this off er.




price over a reference period is below €17, Bolloré will fi le a new public off ering

on the same price terms as the fi rst. Further details on this commitment will be

provided in the circular for the fi rst public off ering.

ACCOUNTING METHODS AND PRINCIPLES

The fi nancial statements are presented in accordance with the provisions of the

French Chart of Accounts, approved by regulation no. 2016-07 of the French

Accounting Standards Authority (Autorité des normes comptables – ANC) as well

as with further opinions and recommendations.

These financial statements were approved by the Board of Directors on

March 23, 2017.

Accounting agreements were applied in accordance with the principle of pru-

dence, and the following basic assumptions:

• going concern;

• consistent accounting methods;

• independence of fi nancial years;

• with general rules regarding the preparation and presentation of the fi nancial

statements.

The basic method used for the valuation of accounting entries is the historic-cost

method.

Change in accounting method

There was no change in the accounting method during the fi scal year.

The main methods used to close the fi nancial statements were as follows:


1. NON-CURRENT ASSETS

Non-current assets are recognized at acquisition cost, transfer value, or produc-

tion cost.

Pursuant to CRC regulation no. 2004-06, costs in relation to loans are not incor-

porated in the value of fi xed assets.

Pursuant to the rules defi ned by CRC regulation no. 2002-10, each component of

tangible assets is recorded separately according to their diff erent useful lives.

Impairment allowances are calculated on a straight-line basis in accordance with

the expected useful life of the assets.

The diff erence between the fi scal impairment and straight-line impairment is

entered under extra tax-driven impairment under balance sheet liabilities.

1.1. Intangible assets

Intangible assets include patents, trademarks and soft ware.

Impairment allowances are calculated on a straight-line basis:

• 10% for trademarks;

• 20% to 100% for soft ware.

Research and development expenditures are recognized as expenses on the

income statement of the fi scal year in which they are incurred, with the exception

of development costs, which come under intangible assets if the conditions under

which they will yield returns meet the criteria set out by the standard in full.

Executive management considered that no specifi c project was eligible for the

2016 fi nancial year.

1.2. Tangible assets

The principal useful lifetimes applied for the acquisition of new assets are as follows:

Impairment allowances Fiscal depreciation

Buildings 20 years 20 years

Plant, machinery and equipment 4 years, 6 years 2/3 and 10 years 4 years, 6 years 2/3 and 10 years (degressive)

General facilities, fi xtures and fi ttings 10 years 10 years

Rolling prototypes 2 years 2 years

Transportation equipment 5 years 5 years

Offi ce and IT equipment 3 and 5 years 3 and 5 years (degressive)

Furniture 10 years 10 years

1.3. Long-term investments

Equity investments are entered at their cost of acquisition, exclusive of ancillary

costs, or at their acquisition cost.

At the end of the fi scal year, a provision for impairment is made if the net asset

value is lower than the balance sheet value.

The net asset value is calculated according to the revalued net book value, profi t-

ability, future prospects and the value in use of the shareholding. The estimate of

the net asset value may therefore justify retaining a higher net value than the

proportion of the net book assets.

Capitalized accounts receivable are valued at nominal value. A provision for

impairment is made when the net asset value is lower than the book value.

Provisions are made for other non-current investments when their value in use is

lower than the balance sheet value.

2. INVENTORIES

Raw materials and goods are valued in accordance with the weighted unit cost

method.

If applicable, an impairment allowance is applied in order to refl ect their current

value.

Work in progress and fi nished goods are valued at their production cost, based

on target yields which include consumption, direct and indirect production costs

and depreciation and amortization of goods in relation to production. Fixed costs

are recognized in accordance with normal operations.

A provision is recognized when the sale price is lower than the cost price.

3. TRADE AND OTHER RECEIVABLES

Receivables are valued at nominal value. A provision for impairment is made if

there is a risk of non-recovery.

Blue Solutions’ expenditure under research and development programs that

meet the criteria provided for by the research tax credit generate a tax receivable

which is recognized in the balance sheet assets, if it is not deducted in all or part

from tax due over the fi scal year.

Four intra-group current account agreements signed between Blue Solutions

Canada, Cie de Pont-l’Abbé and Cie de Ploërmel and its parent company Blue

Solutions, and Blue Solutions and its parent company Bolloré SA, with which they

have direct or indirect capital ties, control the terms of the cash fl ows resulting

from these ongoing economic and fi nancial ties.

The agreement between Blue Solutions France and its subsidiary Blue Solutions

Canada does not give rise to compensation. The agreements between Bolloré

and Blue Solutions France, Cie de Ploërmel, Cie de Pont-l’Abbé and Blue Solutions

France give rise to compensation at the average quarterly EONIA interest rate of

+0.50% for the lender, or the average quarterly EONIA interest rate of +1.00% for

the borrower.

4. FOREIGN CURRENCY TRANSACTIONS

Expense and income in foreign currencies are recognized at their counter value

in euros during the month of the transaction. Debts, receivables and cash in for-

eign currencies are entered in the balance sheet at their counter value in euros at

the year end rate. The exchange diff erences subsequent to translation at this last

rate are carried as “Translation adjustments” in the balance sheet. Diff erences

subsequent to the translation of cash in foreign currencies are carried as foreign

exchange profi ts and losses in the income statement.

Unrealized losses corresponding to translation losses are the subject of a provi-

sion for contingencies.

5. REGULATED PROVISIONS

These are not usually recognized as provisions but are recognized in accordance

with legal provisions. They are created by using a mechanism similar to that used

for “proper” provisions, the application of their specifi c tax regime being subject

to such accounting recognition. They correspond to extra tax-driven impairment

and to provisions for price increases on the purchasing costs of materials and

battery components.

Regulated provisions in the balance sheet are detailed in the statement of provi-

sions and are included under shareholders’ equity in the balance sheet.

6. PROVISIONS FOR CONTINGENCIES AND CHARGES

Provisions for contingencies and charges are recognized when the contingencies

and charges have a clearly defi ned purpose but whose occurrence is still uncer-

tain, and when current or past events make them probable.

Provisions for warranties on battery sales has been updated for the fi scal year.


7. PROVISION OF BENEFITS ASSOCIATED WITH LENGTH OF SERVICE

Obligations in respect of length-of-service benefi ts paid to staff are recognized in the form of provisions. They are valued according to the Projected Unit Credit (PUC)

method, with a gross discount rate of 1.20%.

8. SEVERANCE PAY AND PENSIONS

Legal or conventional severance pay and supplementary pensions for personnel in service are entered under off -balance sheet commitments.

The total commitment is valued in accordance with the PUC method, applying a gross discount rate of 1.20% and an actual progression in salaries of 2.50% (including

infl ation). The age of retirement is set at 65 years.

There are no specifi c commitments to the administrative and management bodies.

9. RELATED PARTIES

With regard to related-party transactions, the company is not aff ected and all transactions are concluded under normal conditions.

10. TURNOVER

Turnover is recognized when the service is provided, in the case of leases, or when the goods are delivered, in the case of sales.

11. TAXES

In 2016, the company recognized 8,267 thousand euros in tax revenue related to the research tax credit.

Notes to the balance sheet

NOTE 1. NON-CURRENT ASSETS AND DEPRECIATION AND AMORTIZATION

GROSS AMOUNTS


Gross value at

01/01/2016 Increase Decrease

Gross value at

12/31/2016

Intangible assets 1,171 126 1,297

Land and fi xtures and fi ttings 3,498 3,498

Buildings and fi tting-out 50,039 7,715 57,754

Plant and equipment 69,628 4,564 5,421 68,771

Other(1)(2) 36,464 14,045 12,489 38,020

Non-current fi nancial assets 12,325 3 12,328

TOTAL 173,125 26,453 17,910 181,668

(1) Of which non-current assets in progress.

(2) Of which capacity expenditure of 12 million euros.

IMPAIRMENT AND AMORTIZATION


Amortization

accruing at

01/01/2016 Allowances Reversals

Amortization

accruing at

12/31/2016

Intangible assets 990 151 1,141

Land and fi xtures and fi ttings 723 162 885

Buildings and fi tting-out 17,734 3,316 21,050

Plant and equipment 38,154 6,881 3,710 41,325

Other 21,563 184 19 21,728

Non-current fi nancial assets

TOTAL 79,164 10,694 3,729 86,129


NOTE 2. INFORMATION ON FINANCE LEASES

No fi nance leases exist for the 2016 fi scal year.

NOTE 3. NON-CURRENT FINANCIAL ASSETS

This consists mostly of the value of Blue Solutions Canada securities.

NOTE 4. INVENTORIES AND WORK IN PROGRESS


At 12/31/2016 At 12/31/2015


Raw materials, supplies, etc. 7,529 648 6,881 9,738 122 9,616

Work in progress, intermediate and fi nished products 6,446 6,446 3,881 3,881

Goods 2,879 159 2,720 2,229 2,229

TOTAL 16,854 807 16,047 15,848 122 15,726

NOTE 5. STATUS OF RECEIVABLES AND DEBTS

DETAILS OF RECEIVABLES

(in thousands of euros) Gross amount Less than 1 year More than 1 year Of which associated companies

Non-current assets

Shareholdings

Bonds

Unlisted securities

Receivables from stakes

Loans

Other non-current fi nancial assets 104 33 71

Trade receivables 9,444 9,444 9,401

Tax and social security debts(1) 34,768 9,200 25,568

Cash management agreements(2) 60,386 60,386 60,386

Other receivables 27 27

Prepayments 292 292

TOTAL 105,021 79,382 25,639 69,670

(1) Of which research tax credit in the amount of 32,266 thousand euros.

(2) Of which 49,381 thousand euros with Blue Solutions Canada and 10,996 thousand euros with Bolloré.


DETAILS OF PAYABLES

(in thousands of euros) Gross amount Less than 1 year From 1 to 5 years More than 5 years Of which associated companies

Financial debts

Bond loans

Loans from credit institutions 25 25

Sundry borrowings

Operating payables

Due to suppliers 7,349 7,349 3,441

Taxes and social security contributions

payable 5,125 5,125

Current accounts

Non-current asset payables 3,716 3,716

Other payables(1) 1,220 1,220 1,220

TOTAL 17,435 17,435 4,661

(1) Of which credit notes to be issued for 462 thousand euros.

NOTE 6. ASSOCIATED COMPANIES AND SHAREHOLDINGS


Associated

companies Shareholdings Debts, receivables

Non-current assets

Shareholdings 12,224

Current assets

Advances and down-payments on orders

Trade accounts receivable

Other receivables

Debts

Borrowings and other debts

Trade accounts payable 800 2,641 301

Non-current asset payables and related accounts 85

Financial items

Income from investments 53

Reversals of provisions 3,555

Debt waiver

Other fi nancial income 54

Financial expenses 282 739

Other

Subsidies received


NOTE 7. CASH AND CASH EQUIVALENTS

At December 31, 2016(in thousands of euros) Gross value Provisions Net value

Cash 183 183

Current bank facilities (25) (25)

NOTE 8. SHAREHOLDERS’ EQUITY AND VARIATIONS IN NET SITUATION


Share

capital(1)

Share

issue

premiums

Legal

reserve

Other

reserves

Amount

carried

forward

Net income

for the

period

Interim

dividend

Regulated

provisions Total

Shareholders’ equity at January 1, 2016 144,192 1,708 27,707 5,151 10,309 189,067

Capital increase

Appropriation of 2015 profi t 258 4,893 (5,151) 0

Changes in subsidies and regulated

provisions (305) (305)

Net income for 2016 7,897 7,897

SHAREHOLDERS’ EQUITY AT

DECEMBER 31, 2016 BEFORE

APPROPRIATION OF PROFIT 144,192 1,966 32,600 7,897 10,004 196,659

(1) At December 31, 2016, the share capital was divided into 28,838,316 shares with a nominal value of 5 euros.

NOTE 9. PROVISIONS AND IMPAIRMENT


Amount at

01/01/2016 Merger fl ow Allowances Uses Reversals

Amount at

12/31/2016

Regulated provisions

Provision for price increases 139 139

– extra tax-driven impairment 10,170 1,085 1,391 9,864

Provisions for contingencies and charges

Provision for warranties 464 206 258

– provision for foreign exchange losses 3,588 741 3,588 741

– provision for long-service benefi ts 289 60 12 337

– provision for litigation 765 765

– provision for taxes 896 896

Impairment and amortization

– tangible assets 371 371

– non-current fi nancial assets

– inventories and work in progress 122 693 7 807

– trade receivables

– other receivables

In 2016, the company was reimbursed an amount of 8,023 thousand euros for the 2012 research tax credits.

Furthermore, the company was the subject of an audit for the period from January 1, 2012 covering 2012 to 2014. The company has challenged all the tax assessments

made by the tax authorities but has not yet received a response. Nevertheless, out of prudence, the company has funded a provision for a tax expense (CVAE) of

896 thousand euros.

Based on the information available on the date of preparation of the fi nancial statements, the company believes that the net costs of dismantling are insignifi cant. No

provision has been recognized in this respect in the fi nancial statements.

The provision for warranties on sales of batteries is determined on a statistical basis by referencing the cost to repair packs under warranty observed over a year.

A provision for litigation of 765 thousand euros was funded in 2016 to cover battery returns following the malfunction of heating elements from the supplier ILO.


NOTE 10. ACCRUED EXPENSES AND ACCRUED INCOME

(in thousands of euros) 2016

Accrued expenses

Accrued interest on fi nancial debts

Trade accounts payable 969

Non-current asset payables 1,028

Taxes and social security contributions payable 3,592

Sundry payables 462

Overdraft interest

Accrued income

Accrued interest on other non-current fi nancial assets

Trade accounts receivable

Other receivables 329

Banks

NOTE 11. OFF-BALANCE SHEET LIABILITIES (EXCLUDING FINANCE LEASES)


Commitments given

Customs and Public Purse

Other bonds

Pledges and mortgages

Commitments received

Endorsements and bonds 546 1,635

Reciprocal or extraordinary commitments

Forward currency sales

Forward currency purchases

End-of-service payments 2,247 1,697

At the meeting of the Board of Directors held on April 29, 2009, the company committed to repay the amount of 37,476 thousand euros to Bolloré in case of return to

better fortune, following the debt waiver of the same amount granted by Bolloré at the same date. Since the conditions had been met at December 31, 2016,

a 282-thousand-euro repayment took place in the fi scal year.

Commitments received as part of share dealings

OPTIONS CONCERNING BLUE APPLICATIONS

Blue Solutions Group has seven call options over each Blue Applications company, which can be exercised between September 1, 2016 and June 30, 2018:

1. Bluecar®, Autolib’ and Bluecarsharing (this commitment can only be exercised on the three companies together);

2. Bluebus;

3. Blueboat;

4. Bluetram;

5. Bluestorage;

6. Polyconseil;

7. IER.

On March 23, 2017, the Board of Directors of Blue Solutions reviewed the company’s position and outlook for the coming years. In this respect, acting on a proposal

from the Chief Executive Offi cer and on the basis of expert appraisal, the Board of Directors of Blue Solutions decided that it would not exercise the call options it had

concerning Blue Applications until expiry, namely June 30, 2018, considering that it still required very signifi cant investment and that it was preferable to focus Blue

Solutions on improving its technology.


NOTE 12. PREPAYMENTS AND UNEARNED INCOME

(in thousands of euros) 2016

Prepayments

Maintenance, upkeep rent 62

Insurance 222

Other 8

Unearned income

Subsidies 204

Insurance 114

Notes to the income statement

NOTE 13. BREAKDOWN OF TURNOVER BY ACTIVITY


Sale of goods 100,436 115,505

Provision of services 7,751 5,749

Income from associated activities 2,602 2,225

Income from leasing 712 710

TOTAL 111,051 124,189

BY GEOGRAPHICAL AREA

(as a percentage) 2016 2015

France 95.63 95.92

Europe 0.32 0.89

Americas 4.07 3.12

Africa (0,02)

Other 0.07

TOTAL 100.00 100.00

NOTE 14. FINANCIAL INCOME


Group fi nancing costs

(282)

Income on currency transactions (379) 11

Debt waiver

Net allocations to provisions 2,847 (2,560)

Dividend 53

Miscellaneous 54 60

TOTAL 2,293 (2,489)

Financial income, amounting to 2,293 thousand euros, includes: 53 thousand euros in interest received under a cash agreement between Bolloré SA and the company,

53 thousand euros in dividends from Cirtem and a net reversal of provisions for foreign exchange losses of 2,847 thousand euros from the Canadian dollar and US

dollar current accounts with Blue Solutions Canada.

Group fi nancing costs refl ect the partial repayment to Bolloré under the agreement signed in 2013 covering a return to better fortunes.


NOTE 15. EXTRAORDINARY INCOME


Net allocations to regulated provisions 306 (436)

Net subsidies

Gains/(losses) from the sale of assets

Personnel-related costs (179)

Net allocations to provisions (1,290) 225

Retirement benefi ts paid

Miscellaneous 229 (308)

TOTAL (934) (519)

Extraordinary income of –934 thousand euros excluding revenue related to the research tax credit includes a provision for litigation of 765 thousand euros and a

provision for taxes of 896 thousand euros.

Miscellaneous extraordinary income of 242 thousand euros relates to cancellations of accrued invoices on fi xed assets prior to 2011.

NOTE 16. AVERAGE WORKFORCE (HEADCOUNT)

(in number of people) 2016 2015

Management staff 78 73

Supervisors/other employees 221 168

TOTAL 299 241

NOTE 17. PERSONAL TRAINING ACCOUNT

The law of March 5, 2014 replaced the individual right to training (DIF) with a personal training account (CPF) eff ective from January 1, 2015. It gives employees with

open-ended employment contracts under private law a right to training for a period of 24 hours per year for the fi rst fi ve years, then 12 hours per year up to a maximum

of 150 hours.

In order to ensure the transition between the two programs, the balance of hours acquired as of December 31, 2014 from individual right to training is transferable to

a CPF and can be used until December 31, 2020, or, for Blue Solutions, a total of 17,862 hours.

NOTE 18. MANAGEMENT COMPENSATION


Directors’ fees 96 96

The amounts stated above are those paid by the company during the year to members of the Board of Directors and offi cers of the company.

NOTE 19. EFFECT OF SPECIAL TAX ASSESSMENTS


Net income for the period 7,897 5,151

Corporate income tax

Income before tax 7,897 5,151

Changes to regulated provisions 306 (436)

INCOME BEFORE SPECIAL TAX ASSESSMENTS 7,591 5,587


BREAKDOWN OF CORPORATE INCOME TAX

Breakdown(in thousands of euros)

2016 2015

Income before tax Tax Net income aft er tax Net income aft er tax

Recurring income 564 564 (1,967)

Extraordinary short-term income (934) (934) (519)

Extraordinary long-term income

Employee profi t-sharing

Tax receivable (8,267) (8,267) 7,637

NET PROFIT/(LOSS) 7,897 7,897 5,151

NOTE 20. INCREASE AND DECREASE IN FUTURE TAX BURDEN

Nature of temporary diff erences(in thousands of euros) 2016 2015

A. Increase in future tax burden

Extra tax-driven impairment 9,864 10,170

Provisions for price increases 139 139

Deferred expenses, conversion losses, etc. 741 3,588

Total tax base 10,744 (13,897)

Increase in future tax burden 3,581 4,632

B. Decrease in future tax burden

Paid holidays, solidarity contributions, non-deductible provisions, etc. 986 3,756

Unrealized foreign exchange gains, unearned income, etc. 19 38

Total tax base 1,005 3,794

Decrease in future tax burden 335 1,265

Tax loss carryforwards 171,703 170,640

NOTE 21. MISCELLANEOUS INFORMATION

The company’s fi nancial statements have been fully consolidated by the Bolloré Group.

The company is the parent company of the Blue Solutions Group and publishes consolidated fi nancial statements.


Financial results of the company during the last fi ve fi nancial years

Items 2016 2015 2014 2013 2012

I. Financial situation at the end of the period

Share capital(1) 144,191,580 144,191,580 144,191,580 144,191,580 10,426,000

Number of shares

– ordinary 28,838,316 28,838,316 28,838,316 28,838,316 104,260,000

– preferred dividend – – – – –

Maximum number of shares to be created – – –

– by conversion of bonds – – – – –

– by exercising subscription rights – – – – –

II. Operations and results(1)

Turnover net of taxes 111,501,259 124,189,495 100,968,235 52,751,579 66,721,789

Income before tax, shareholdings, allowances,

amortization and provisions 8,984,405 10,963,700 (2,851,486) 46,501,615 69,098,318

Corporate income tax(2) (8,267,466) (7,637,307) (8,679,613) (7,740,441) (7,892,773)

Employees’ shareholding – –

Allowances, amortization and provisions 9,354,707 13,449,994 10,573,297 12,159,138 7,774,047

Net income 7,897,163 5,151,013 (4,745,169) 42,082,918 69,217,044

Income distributed – – – – –

III. Earnings per share(1)

Income aft er tax, shareholdings before

allowances, amortization and provisions 1 1 0 2 1

Income aft er tax, shareholdings aft er allowances,

amortization and provisions 0 0 0 1 1

Dividend granted – – – – –

IV. Employees

Average number of employees 299 241 185 162 153

Total payroll(1) 13,688,217 11,622,550 9,306,761 7,108,483 6,622,057

Employee benefi ts (social security, services

and activities for employees, etc.)(1) 6,300,081 5,351,323 4,701,309 3,453,196 3,343,461

(1) In euros.

(2) In parenthesis: tax proceeds.



Statutory Auditors’ report on the separate fi nancial statements


This is a free translation into English of the Statutory Auditors’ report issued in

French and is provided solely for the convenience of English-speaking users. The

Statutory Auditors’ report includes information specifi cally required by French law in

such reports, whether modified or not. This information is presented below the

opinion on the fi nancial statements and includes an explanatory paragraph dis-

cussing the Auditors’ assessments of certain signifi cant accounting and auditing

matters. These assessments were considered for the purpose of issuing an audit

opinion on the fi nancial statements taken as a whole and not to provide separate

assurance on individual account captions or on information taken outside of the

fi nancial statements.

This report also includes information relating to the specifi c verifi cation of information

given in the management report and in the documents addressed to shareholders.

This report should be read in conjunction with, and construed in accordance with,

French law and professional auditing standards applicable in France.


In compliance with the assignment entrusted to us by your Annual General

Meeting, we hereby report to you, for the year ended December 31, 2016, on:

• the audit of the accompanying fi nancial statements of Blue Solutions;

• the justifi cation of our assessments;

• the specifi c verifi cations and information required by law.

These fi nancial statements have been approved by the Board of Directors. Our

role is to express an opinion on these fi nancial statements based on our audit.

I. OPINION ON THE FINANCIAL STATEMENTS

We conducted our audit in accordance with professional standards applicable in

France. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the fi nancial statements are free of mate-

rial misstatement. An audit involves performing procedures, using sampling

techniques or other methods of selection, to obtain audit evidence about the

amounts and disclosures in the financial statements. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonable-

ness of accounting estimates made, as well as the overall presentation of the

financial statements. We believe that the audit evidence we have obtained is

suffi cient and appropriate to provide a basis for our audit opinion.

In our opinion, the fi nancial statements give a true and fair view of the assets and

liabilities and of the fi nancial position of the company as at December 31, 2016,

and of the results of its operations for the year then ended in accordance with

French accounting principles.

II. JUSTIFICATION OF OUR ASSESSMENTS

In accordance with the requirements of article L. 823-9 of the French company

law (Code de commerce) relating to the justification of our assessments, we

inform you of the following:

Your company performed an evaluation and impairment test of long-term

investments in comparison with the value in use of the related subsidiaries in

accordance with the valuation methodology described in the paragraph entitled

1.3 “Non-current fi nancial assets” (Immobilisations fi nancières) in the disclosure

“Accounting methods and principles” of the notes to the fi nancial statements. On

the basis of the information provided, our work consisted of examining the data

and assessing the assumptions used for the valuation of these values in use.

These assessments were made in the context of our audit of the fi nancial state-

ments, taken as a whole, and therefore contributed to the formation of the

opinion expressed in the fi rst part of this report.

III. SPECIFIC PROCEDURES AND DISCLOSURES

We have also performed, in accordance with professional standards applicable in

France, the specifi c verifi cations required by French law.

We have no matters to report as to the fair presentation and the consistency with

the fi nancial statements of the information given in the management report of

the Board of Directors and in the documents addressed to shareholders with

respect to the fi nancial position and the fi nancial statements.

Concerning the information given in accordance with the requirements of article

L. 225-102-1 of the French company law (Code de commerce) relating to remu-

nerations and benefi ts received by the directors and any other commitments

made in their favour, we have verifi ed its consistency with the fi nancial state-

ments, or with the underlying information used to prepare these fi nancial state-

ments and, where applicable, with the information obtained by your company

from companies controlling your company or controlled by it. Based on this

work, we attest the accuracy and fair presentation of this information.

In accordance with French law, we have verifi ed that the required information

concerning the identity of the shareholders and holders of the voting rights has

been properly disclosed in the management report.





Member of Member of




20. Financial information concerning the issuer’s assets and liabilities, financial position and earnings

20.5. DATES OF LAST FINANCIAL DISCLOSURES

The results for the 2016 fiscal year were published on March 23, 2017. The

fi nancial statements and the accompanying press release are available online at


20.6. INTERIM AND OTHER FINANCIAL INFORMATION

Information from the third quarter 2016 is available on the website:


20.7. DIVIDEND DISTRIBUTION POLICY

20.7.1. DISTRIBUTION OF DIVIDENDS FOR THE PAST THREE FISCAL YEARS

There have been no dividend distributions during the last three fi scal years.

20.7.2. APPROPRIATION OF INCOME FOR THE PERIOD

Net income for the year was 7,897,163.40 euros. Your Board recommends allocat-

ing this as follows:

(in euros)

Net income for the period 7,897,163.40

Previous amount carried forward 32,600,472.79

Legal reserve 394,858.17

Distributable profi t 40,102,778.02

To the account “Amount carried forward” 40,102,778.02

20.7.3. NON-DEDUCTIBLE EXPENSES

Charges or expenses incurred over the past fi scal year that are not deductible

from taxable income, pursuant to article 39-4 of the French General Tax Code

(Code général des impôts), amount to a total of 9,719 euros.

20.7.4. CHANGES TO THE PRESENTATION OF THE FINANCIAL STATEMENTS

The rules applied by the company for the presentation of its fi nancial statements

are compliant with the regulations in force and are identical to those adopted in

previous fi scal years.

20.8. LEGAL PROCEEDINGS

Any governmental, legal or arbitration proceedings which could have or have

recently had a signifi cant eff ect on the fi nancial situation or profi tability of the

Group issuer are presented in section 4.6. 6. “Risks associated with legal

proceedings”.

20.9. SIGNIFICANT CHANGES IN FINANCIAL OR MARKET

POSITION

There have been no changes since the last fi scal year for which audited fi nancial

statements or interim fi nancial statements have been published.

20.10. ACQUISITIONS OF DIRECT SHAREHOLDINGS

AND CONTROLLING INTERESTS

20.10.1. ACQUISITION OF DIRECT SHAREHOLDINGS

In application of article L. 233-6 of the French company law (Code de commerce):

none.

20.10.2. CROSS-SHAREHOLDINGS

In application of article L. 233-29 of the French company law: none.

20.10.3. ACQUISITIONS OF CONTROLLING INTERESTS

In application of article L. 233-6 of the French company law (Code de commerce):

none.

152 BLUE SOLUTIONS

20. Financial information concerning the issuer’s assets and liabilities, financial position and earnings

20.11. DETAILS OF PAYMENT TERMS

As required by articles L. 441-6-1 and D. 441-4 of the French company law, the following table contains details, as at December 31, 2016, of the balance of trade and

other payables, broken down by due date.


Due to suppliers

On operations On fi xed assets Total

Past due(1) 474 982 1,456

Of which at December 31, 2016 389 591 1,131

Falling due

– within 15 days 982 361 1,343

– between 15 and 30 days 366 35 401

– between 30 and 45 days 4,481 831 5,312


– beyond 60 days 458 458

Beyond due date(2) 996 1,028 2,024

TOTAL 7,349 3,716 11,065

(1) Payables overdue at year end correspond to promissory notes issued but not yet presented to the bank at the fi scal year closing date (283 thousand euros in operating payables and 85 thousand

euros in debt related to fi xed assets), to invoices due December 31, 2016 (not a work day) in the amount of 255 thousand euros in operating payables and 591 thousand euros in debt related to

fi xed assets or to invoices blocked due to ongoing litigation or awaiting validation (85 thousand euros in operating payables and 391 thousand euros in debt related to fi xed assets).

(2) Debt beyond due date corresponds mainly to invoices not yet received at the fi scal year closing date.

By way of comparison, details for the fi scal year ended December 31, 2015 are set out below:


Due to suppliers

On operations On fi xed assets Total

Past due(1) 655 298 953

Falling due

– within 15 days 2,441 430 2,871

– between 15 and 30 days 1,575 56 1,631

– between 31 and 45 days 3,456 725 4,181


– beyond 60 days 671 671

Beyond due date(2) 819 1,020 1,839

TOTAL 9,409 3,229 12,638

(1) Payables overdue at year end correspond to promissory notes issued but not yet presented to the bank at the fi scal year closing date (389 thousand euros in operating payables and

118 thousand euros in debt related to fi xed assets) and to invoices blocked due to ongoing litigation or awaiting validation (266 thousand euros in operating payables and 180 thousand euros

in debt related to fi xed assets).

(2) Debt beyond due date corresponds mainly to invoices not yet received at the fi scal year closing date.


154 BLUE SOLUTIONS

21.0. Non-equity securities 156

21.1. Share capital 15621.1.1.a. Share capital amount 15621.1.1.b. Potential share capital amount 15621.1.2. Number, book value and par value of shares held by the

company itself or on its behalf by its subsidiaries 15621.1.3. Amount of convertible securities, exchangeable securities or

securities provided with equity warrants with details of conversion, exchange or subscription terms 156

21.1.4. Information on the conditions governing any right of acquisition and/or any obligation attached to capital subscribed for, but not paid up, or on any undertaking aimed at increasing capital 156

21.1.5. Information on share subscription or purchase options 15621.1.6. Information on free shares 15621.1.7. Changes in the share capital for the period covered by the

historical fi nancial information 15721.1.8. Table summarizing current delegations of authority granted by

general meetings to the Board of Directors in relation to capital increases, pursuant to articles L. 225-129-1 and L. 225-129-2 (article L. 225-100 paragraph 7 of the french company law) 157

21.1.9. Agreements signed by the company modifi ed or terminating in the event of change of control 157

21.2. Incorporation documents and articles of association 15721.2.1. Corporate purpose 15721.2.2. Summary of provisions contained in the articles of association,

the charter and the bylaws concerning the members of the administrative and management bodies 157

21.2.3. Rights, privileges and restrictions attached to shares 15721.2.4. Actions to be taken to modify shareholder rights 15821.2.5. Convening of meetings and conditions for admission 15821.2.6. Provisions of the articles of association, charter or bylaws that

may delay, defer or prevent a change in control 15821.2.7. Provisions of the incorporation documents, charter or bylaws

fi xing the threshold above which any shareholding must be disclosed 158

21.2.8 Conditions of the articles of association governing changes of capital 158

21.2.9. Agreements 158

Additional information21.


21.0. NON-EQUITY SECURITIES

BOND LOANS ISSUED BY THE COMPANY

Blue Solutions has not issued any bond loans.

21.1. SHARE CAPITAL

21.1.1.a. SHARE CAPITAL AMOUNT

Share capital at December 31, 2016 amounted to 144,191,580 euros, divided into

28,838,316 shares with a par value of 5 euros each, all of the same class and fully

paid-up.

Place of listing

The issuer’s securities are listed on the Euronext Paris Stock Exchange,

Compartment A, under ISIN code FR 0011592104 and ticker symbol BLUE.

21.1.1.b. POTENTIAL SHARE CAPITAL AMOUNT

The total number of potential shares at December 31, 2016 was made up of

358,000 free shares awarded at December 31, 2014, i.e. potential additional

capital of 1,790,000 euros.

21.1.2. NUMBER, BOOK VALUE AND PAR VALUE OF SHARES HELD BY THE COMPANY ITSELF OR ON ITS BEHALF BY ITS SUBSIDIARIES

None.

21.1.3. AMOUNT OF CONVERTIBLE SECURITIES, EXCHANGEABLE SECURITIES OR SECURITIES PROVIDED WITH EQUITY WARRANTS WITH DETAILS OF CONVERSION, EXCHANGE OR SUBSCRIPTION TERMS

None.

21.1.4. INFORMATION ON THE CONDITIONS GOVERNING ANY RIGHT OF ACQUISITION AND/OR ANY OBLIGATION ATTACHED TO CAPITAL SUBSCRIBED FOR, BUT NOT PAID UP, OR ON ANY UNDERTAKING AIMED AT INCREASING CAPITAL

None.

21.1.5. INFORMATION ON SHARE SUBSCRIPTION OR PURCHASE OPTIONS

21.1.5.1. Share subscription or purchase options granted

None.

21.1.5.2. Blue Solutions share subscription options authorized

and not allocated

None.

21.1.6. INFORMATION ON FREE SHARES

21.1.6.1. Authorized shares awarded

Granted by Blue SolutionsThe Extraordinary General Meeting of Blue Solutions held on August 30, 2013

authorized the Board of Directors to award existing or new Blue Solutions shares

as free shares to employees and company offi cers, under the conditions stipu-

lated by law. The authorization is for a period of thirty-eight months and the

number of shares distributed may not represent more than 2% of the company’s

share capital.

This authorization was not used by the Board of Directors in 2015 or 2016.

21.1.6.2. Free shares awarded

The authorization granted by the Extraordinary General Meeting on August 30, 2013 was partially used by the Board of Directors on January 7, 2014, when it decided to

award a maximum fi xed amount of 380,000 free shares (1.32% of the share capital).

On January 8 and April 7, 2014, the Chief Executive Offi cer and the Chairman, in accordance with the powers conferred upon them by the Board of Directors and

observing all rules established by the General Meeting and by the Board of Directors, proceeded to award 378,000 free shares.

First award Second award

Date of General Meeting August 30, 2013

Date of Board of Directors’ meeting January 7, 2014

Total number of shares that could be granted 380,000

Total number of shares granted 378,000 364,500 13,500

Vesting period (4 years) January 8, 2018 April 7, 2018

Holding period (2 years) January 8, 2020 April 7, 2020

Number of recipients 78 2

Value of shares according to the method used for the consolidated fi nancial statements

(fair value) (in euros) 17.29 24.42

Number of shares canceled as of December 31, 2016 20,000

Number of free shares at December 31, 2016 358,000 344,500 13,500

156 BLUE SOLUTIONS21. Additional information

21.1.7. CHANGES IN THE SHARE CAPITAL FOR THE PERIOD COVERED BY THE HISTORICAL FINANCIAL INFORMATION

Year OperationsNominal(in euros)

Amount of change

in share capital(in euros)

Amount of issue

premium (in euros)

Share capital

cumulative(in euros)

Cumulative

number of

shares

company

2009-2013 – 0.10 – – 10,426,000 104,260,000

2013 Reorganizing the shares 5 10,426,000 2,085,200

2013 Capital increase 5 133,765,580 144,191,580 28,838,316

21.1.8. TABLE SUMMARIZING CURRENT DELEGATIONS OF AUTHORITY GRANTED BY GENERAL MEETINGS TO THE BOARD OF DIRECTORS IN RELATION TO CAPITAL INCREASES, PURSUANT TO ARTICLES L. 225-129-1 AND L. 225-129-2 (ARTICLE L. 225-100 PARAGRAPH 7 OF THE FRENCH COMPANY LAW)

No delegations of authority were granted by the General Meeting of Shareholders

with respect to capital increases.

21.1.9. AGREEMENTS SIGNED BY THE COMPANY MODIFIED OR TERMINATING IN THE EVENT OF CHANGE OF CONTROL

None.

21.2. INCORPORATION DOCUMENTS AND ARTICLES

OF ASSOCIATION

Blue Solutions is a corporation (société anonyme) with a Board of Directors. Its

registered offi ce is in Odet, 29500 Ergué-Gabéric, and it is entered in the Quimper

Trade and Companies Register under number 421 090 051.

The company was incorporated on December 11, 1998, for a period ending

December 31, 2095, unless extended or prematurely dissolved.

Documents and information related to the company may be consulted at its

administrative headquarters: 31-32, quai de Dion-Bouton, 92811 Puteaux Cedex.

21.2.1. CORPORATE PURPOSE

The company objectives in France and in any other country are to carry out the

following activities, either directly or indirectly:

• the production, marketing and maintenance of batteries and supercapacitors;

• all activities associated with energy storage and its application, in all forms,

together with all related operations;

• the industrial application of any and all technologies;

• the provision of services, advice and assistance to companies, particularly

relating to fi nancial matters;

• the purchase and sale of any and all products, the acquisition, management,

operation (including by lease with or without an option to purchase) or sale of

any consumer goods or equipment, whether fixed, movable or vehicular, of

machines and tools, as well as of any and all land, sea and air craft ;

• the acquisition and licensing of all patents, trademarks and commercial or

manufacturing operations;

• the acquisition of any interests and shareholdings in any French or non-French

company by all and any means;

• and, more generally, any commercial, fi nancial, industrial, real estate or mova-

ble property transaction whatsoever that could directly or indirectly further the

corporate purpose, or any similar or connected purpose.

21.2.2. SUMMARY OF PROVISIONS CONTAINED IN THE ARTICLES OF ASSOCIATION, THE CHARTER AND THE BYLAWS CONCERNING THE MEMBERS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES

The provisions related to the administrative and management bodies appear in

chapter III of the articles of association.

The Board of Directors is made up of three to 18 members, subject to the

exemption provided by law in case of merger.

Their term of offi ce lasts no more than three years, and the age limit for exercis-

ing their duties is fi xed at 99 years.

The bylaws of the Board of Directors (approved on March 20, 2014) include a

provision requiring each director to allocate 10% of the directors’ fees that he or

she receives for performing his or her duties as a director to purchasing Blue

Solutions securities until the consideration for his or her number of shares

reaches the equivalent of one year of directors’ fees received.

The Board of Directors elects from among its members a Chairman of the Board

of Directors, a natural person who organizes the Board’s work and ensures that

the directors are in a position to fulfi ll their assignments.

Regardless of the period for which they have been conferred, the Chairman’s

duties end automatically at the end of the fi rst Ordinary General Meeting held

after the date on which he/she reaches the age of 75. However, the Board of

Directors may in this case decide to renew the Chairman’s term of offi ce for one

or two periods of two years.

The Board may appoint from among its members one or more Vice-Chairmen

empowered to chair Board meetings should the Chairman be absent or barred

from doing so.

Failing this, the position of Chairman falls on a member of the Board specially

chosen by his or her colleagues at each meeting.

The Board may also appoint a secretary who may be selected from outside the

members of the Board.

The Executive management of the company is assumed, under its responsibility,

either by the Chairman of the Board of Directors or by another natural person

appointed by the Board of Directors, bearing the title of Chief Executive Offi cer.

At the proposal of the Chief Executive Offi cer, the Board of Directors may man-

date one or more persons (but no more than fi ve) to assist him/her as Deputy

Chief Executive Offi cer.

21.2.3. RIGHTS, PRIVILEGES AND RESTRICTIONS ATTACHED TO SHARES

Article 9 of the articles of association provides that, apart from the voting right

granted to it by law, each share gives rise to entitlement to a portion, in propor-

tion to the number and par value of existing shares, of the share capital, the

profi ts or the proceeds of liquidation.

Article 16 of the articles of association provides that the right attached to shares

is proportional to the capital share that they represent and that each capital

share or share entitlement confers a voting right up to its par value.

Law no. 2014-384 of March 29, 2014, the so-called “Florange law” established, in

the absence of a contrary clause of the articles of association adopted subse-

quent to their enactment, double voting rights for companies whose shares are

traded on a regulated market.

In accordance with the provision of article L. 225-123 of French company law

(Code de commerce), these double voting rights are automatically granted to all

fully paid-up shares with documented registration of two years in the name of

the same shareholder. The same voting rights are granted upon issuance to reg-

istered shares awarded free of charge in the event of capital increases by incor-

poration of reserves, profi ts or share premiums to shareholders for the same

number of old shares to which they are entitled.

The counting of the two-year holding period began on April 2, 2014, the date of

entry into force of the Florange law.

As a result, notwithstanding the provisions of article 16 of the articles of associa-

tion governing single voting rights, starting April 3, 2016, shareholders automati-

cally have double voting rights if their fully paid-up shares have been held in the

name of the same shareholder for at least two years.

157REGISTRATION DOCUMENT 2016 21. Additional information

21.2.4. ACTIONS TO BE TAKEN TO MODIFY SHAREHOLDER RIGHTS

The company’s articles of association do not provide more restrictive provisions

than the law in this area.

21.2.5. CONVENING OF MEETINGS AND CONDITIONS FOR ADMISSION

Convening

Shareholders’ Meetings are convened under the conditions provided by law.

In accordance with the provisions of article L. 225-103 of the French company

law (Code de commerce), General Meetings, both Ordinary and Extraordinary, are

convened by the Board of Directors. Failing this, they may also be convened by:

• the Statutory Auditors;

• a representative designated by the courts at the request of any interested party

in case of urgency or one or more shareholders representing at least 5% of the

share capital or an association of shareholders meeting the conditions fi xed by

law;

• shareholders representing a majority of capital or voting rights aft er a tender

off er or public off er of exchange or aft er sale of a controlling block.

Aft er fulfi llment of the formalities preliminary to convening, stipulated by the

regulations in force, General Meetings are convened by a notice containing the

indications set out by these regulations; this notice is inserted in a journal

authorized to receive legal announcements in the department of the registered

offi ce and in the Bulletin des annonces légales obligatoires (gazette).

Shareholders who have been registered in the accounts for at least one month

on the date of insertion of this notice are also convened by ordinary letter, unless

they have asked in good time to be convened, at their own expense, by recorded

delivery letter.

Participation in Meetings

The right to participate in General Meetings is subject to registration of securities

in the name of the shareholder or the intermediary registered on the sharehold-

er’s behalf, on the second business day preceding the meeting at midnight, Paris

time, either in the registered securities accounts held by the company or in the

bearer securities accounts held by the authorized intermediary.

The entry of securities in the bearer securities accounts held by the authorized

intermediary is confi rmed by a shareholding certifi cate issued by the latter.

Any shareholder entitled to participate in General Meetings may be represented

by their spouse, by another shareholder, by a civil partner or by any other natural

or legal person of their choice or may submit a postal vote according to legal

conditions.

21.2.6. PROVISIONS OF THE ARTICLES OF ASSOCIATION, CHARTER OR BYLAWS THAT MAY DELAY, DEFER OR PREVENT A CHANGE IN CONTROL

None.

21.2.7. PROVISIONS OF THE INCORPORATION DOCUMENTS, CHARTER OR BYLAWS FIXING THE THRESHOLD ABOVE WHICH ANY SHAREHOLDING MUST BE DISCLOSED

None.

21.2.8 CONDITIONS OF THE ARTICLES OF ASSOCIATION GOVERNING CHANGES OF CAPITAL

Changes in capital may be made under the conditions provided by law.

21.2.9. AGREEMENTS

21.2.9.1. Internal charter on the typology of agreements

At its meeting of August 30, 2013, the Board of Directors, convened to examine

proposals related to regulated agreements issued by the Autorité des marchés

financiers (AMF recommendation no. 2012-05 – Meetings of shareholders of

listed companies – published on July 2, 2012), approved an internal charter for

characterizing agreements and whose terms are set out below:

“Internal charter characterizing agreements

Within the framework of the regulations instituted by articles L. 225-38 to

L. 225-43,

R. 225-30 to R. 225-32, and R. 225-34-1 of the French company law and the

Autorité des marchés fi nanciers recommendation no. 2012-05 for listed compa-

nies, published on July 2, 2012, the Board of Directors, at its Meeting of

August 30, 2013, decided to establish a typology of agreements which, due to

their character and conditions, are not subject to any formality. The following are

regarded as current transactions concluded under normal conditions and there-

fore not subject to any formality:

a) invoices from Bolloré SA to other Group companies related in particular to

administrative assistance or management services;

b) invoices from all Group companies related to the disposal of assets (not

including the disposal of securities) with a limit of 1.5 million euros per

transaction;

c) options or authorizations given within the framework of a Group tax regime

(tax consolidation agreement);

d) disposals of securities of minor importance that are purely administrative in

nature, or disposals of securities as part of a reclassification of securities

occurring between the company and natural persons or legal entities (having

links with the company as defi ned in article L. 225-38 of the French company

law for up to 500,000 euros per transaction, whereby transactions relating to

listed companies have to be carried out at a price corresponding to an aver-

age of the prices listed in the last twenty trading days;

e) transfers between the company and one of its directors of a number of

securities equal to that set for exercising his/her duties as a company offi cer

within the issuer of securities transferred;

f) cash management and/or loan transactions, provided the transaction is car-

ried out at the market rate with a maximum diff erential of 0.50%.”

21.2.9.2. Review of agreements approved during previous fiscal

years and continued during the year

In accordance with the provisions of article L. 225-40 of the French company law,

the Board of Directors meeting on March 23, 2017, examined the agreements

signed and authorized in previous years whose performance continued in 2016

and noted that the reasons for signing the agreements and the diff erent interests

that presided over their implementation are still applicable to each of the

agreements.

21.2.9.3. Specific information relating to agreements signed by

subsidiaries under the meaning of the last paragraph

of article L. 225-102-1 of the French company law

(Code de commerce)No agreement relating to this specifi c information was signed during the year

just ended, by a subsidiary with the Chief Executive Officer, the Deputy Chief

Executive Offi cer, one of the directors or a shareholder holding more than 10% of

the voting rights of Blue Solutions.

158 BLUE SOLUTIONS21. Additional information

22. Significant contracts

22. Signifi cant contracts

22.1. SIGNIFICANT CONTRACTS ENTERED INTO BY BLUE

SOLUTIONS

22.1.1. SALE OPTION AGREEMENTS BETWEEN BOLLORÉ SA AND THE COMPANY, AND BETWEEN COMPAGNIE DU CAMBODGE, SOCIÉTÉ INDUSTRIELLE ET FINANCIÈRE DE L’ARTOIS AND THE COMPANY DATED AUGUST 30, 2013

Sales option agreements

Blue Applications is made up of the following nine companies: Bluecar, Autolib,

Bluecarsharing, Bluebus, Blueboat, Bluetram, Bluestorage, IER and Polyconseil.

The activities of most of these companies are in the development phase and are

expected to sustain signifi cant capital expenditure and operational losses in the

short term. The Bolloré Group deemed that the signifi cant investment eff orts

that have been granted to them since the beginning should be maintained over

the coming years, and decided not to include these companies within Blue

Solutions ab initio, while conferring on the company the right to purchase them

in the future. IER recently diversifi ed its activities to support these applications,

in particular in the fi eld of car-sharing that off ers it the prospect of signifi cant

sources of new growth. IER’s mission is to integrate Blue Solutions’ scope of

activities, but only at the rate at which the company decides, if applicable, to

integrate the applications that rely on IER’s know-how.

Seven sale option agreements were entered into on August 30, 2013, in favor of

the company, allowing it to purchase each of these companies.

Thus, Bolloré SA granted six sale option agreements to the company for the total

stock issued by the following companies:

1. Bluecar, Autolib’ and Bluecarsharing (this agreement can only be exercised on

the three companies together);

2. Bluebus;

3. Blueboat;

4. Bluetram;

5. Bluestorage;

6. Polyconseil.

Finally, a seventh sale option agreement was entered into, under the terms of

which Compagnie du Cambodge and Société Industrielle et Financière de l’Artois,

companies controlled by Bolloré SA, grant to the company a sale option agree-

ment for all of the shares issued by IER.

No consideration was paid by Blue Solutions to the Bolloré Group in exchange for

the granting of these agreements. The exercise price of these options is the

market value of the companies on the exercise date; the options have no value

when they are granted and are not expected to have any value in the future

either. However, an analysis will be made each half-year to verify that this is the

case.

Financial information (turnover and operating income) on each entity or sub-unit

of Blue Applications covered by a sale option agreement will be presented each

half-year aft er the initial public off ering, until the sale option agreement of the

shares of the entities concerned has been exercised and the entities concerned

are consolidated by the company.

Exercise of options

The company may exercise each of the agreements that have been granted to it

at any time between September 1, 2016, and June 30, 2018, it being specifi ed

that (i) all agreements may only be carried out in respect of all the shares com-

prising the share capital of the companies concerned and (ii) the company will be

free to exercise all or only part of the agreements thereby granted.

The exercise price for each of these agreements will be determined by an inde-

pendent expert appointed, at the company’s request, by the Presiding Judge of

the Commercial Court of Paris. Such a request may be made once per fi scal year

for the 2016, 2017 and 2018 fi scal years. The company’s bylaws require its Chief

Executive Offi cer to issue, in 2017 and 2018 (when the Board of Directors closes

the fi nancial statements for the 2016 and 2017 fi scal years), a recommendation

on the company’s interest in exercising the options. This recommendation

should be made in light of the aforementioned expert’s assessment. The Board

of Directors must also include in its report at the company’s Annual Shareholders’

Meeting an opinion on the recommendation of the Chief Executive Offi cer; such

opinion should highlight the position of the independent directors if it is diff er-

ent from the majority opinion.

The expert must determine, under the provisions of article 1592 of the French

Civil Code, the sale price for the shares in question, based on the assessment

methods that it deems appropriate; nevertheless, although the price at which

Blue Applications’ companies source LMP® batteries from Blue Solutions must be

taken into account in determining the sale prices for the shares, the expert will

refer only to the terms and conditions of the supply contract for these batteries

in force on the date the company’s shares are admitted on the NYSE Euronext

(Paris) market.

This price must be a fi rm price in euros, not a range of values. It may not be less

than, for all of the shares under each agreement, one (1) euro after potential

recapitalization, it being specifi ed that if this provision is applied, the promising

party shall see to it that the corporate equity for the company in question,

re-assessed if applicable based on the share in net corporate positions of its

subsidiaries and decreased by the value of the shares, is equal to one (1) euro on

the date of transfer of ownership. With regard to the sub-unit of Blue

Applications, comprising Bluecar, Autolib’ and Bluecarsharing, in this case the

promising party will see to it that the amount of corporate equity for the three (3)

companies concerned, reassessed if applicable based on the share of the net

corporate positions of their subsidiaries and decreased by the value of the

shares, is equal to one (1) euro on the date of transfer of ownership.

The company shall make its decision concerning the exercise of the agreements

granted based on the independent expert’s report. The Chief Executive Offi cer’s

decision to exercise the purchase options will be subject to the company’s regu-

lated agreement regulations.

Upon the exercise of each of the sales option agreements, the purchase price will

be fi nanced either by a capital increase which allows minority shareholders to

maintain their share, or using Blue Solutions’ cash resources, or by debt.

Management of Blue Applications’ companies

The companies whose shares are covered under the sale option agreements

described above may enter into partnerships with third parties through legal

entities, aft er information from the company. However, until the eventual owner-

ship transfer date for the shares to Blue Solutions, these companies’ stakes in

these legal entities must (i) represent at least 50% of their capital, rights to prof-

its and voting rights, (ii) be free from all proprietary or personal rights of third

parties, and (iii) not create any rights of third parties on the income from the

exercise of the agreement.

Until the expiration date of the exercise periods for the sale option agreements,

the shares of the new companies which are subject to the sale option agree-

ments may not be transferred to any third parties.

Nevertheless, the existence of the agreements shall not prevent the promising

party from deciding, or authorizing, should it deem fit, the refocusing of the

activity of these companies to activities not related to those exercised by Blue

Solutions, the dormancy or liquidation of the companies or entities referred to in

the previous paragraph.

Changes to the agreements

Potential changes to the agreements are subject to the regulated agreement

regulations. Pursuant to articles L. 225-38 et seq. of the French company law,

Bolloré SA and the common directors of Bolloré SA and the company will not

take part in the company’s Board of Directors or General Meeting votes on any

changes to the agreements.

Consequential rights

The agreements grant the company a consequential right which entitles it to

receive, in the event that it waives any one of the purchase options and the Blue

Applications entity in question is sold within eighteen months following this

waiver, the gain that the company would have made if it had exercised the pur-

chase option and then itself completed the sale in question.

Should the amount of this gain be contested, it will be determined in accordance

with the provisions of article 1843-4 of the French Civil Code.

Recommendation of the Chief Executive Officer at the Board

of Directors meeting of March 23, 2017 and decision made

by the Board

In accordance with the aforementioned bylaws, the Chief Executive Offi cer pre-

sented to the Board of Directors meeting of March 23, 2017 a recommendation

to have an appraisal made of the companies within the Blue Solutions consolida-

tion by an outside expert named by the Presiding Judge of the Commercial Court

of Paris.



In carrying this out, the expert appointed on November 30, 2016, Thierry

Bergeras, submitted his report on March 17, 2017.

Gilles Alix, Chief Executive Offi cer, stated that signifi cant capital spending was still

required in the Blue Applications entities that are developing applications

(Bluecar, Autolib’, Bluecarsharing, Blueboat and Bluetram) and that as for the

entities (IER, Polyconseil) developing the management systems necessary for the

operation of these applications, Blue Solutions is not technologically dependent

on those entities, to which batteries are not delivered and whose revenues con-

sequently do not derive from those applications.

Accordingly, it was Gilles Alix’s view that at this point it would not be appropriate

to exercise the options granted and that it did not appear to be at all in Blue

Solutions’ interest to do so in the present exercise window of the options

(between September 1, 2016 and June 30, 2018).

Under these circumstances, upon a proposal by the Chief Executive Offi cer and

based on a valuation done by an outside expert, the Blue Solutions Board of

Directors decided unanimously not to exercise the purchase options the com-

pany held on Blue Applications until they mature, which will be on June 30, 2018.

It was the Board’s view that the investments that remain to be made in Blue

Applications are still very signifi cant, and they preferred to focus Blue Solutions’

eff orts on improving its technology.

The Board of Directors decided further that it would be appropriate to approach

Bolloré to begin negotiations with the primary objective of establishing a new

window for exercising the options.

22.1.2. ACQUISITION OF CAPACITOR SCIENCES BY BLUE SOLUTIONS CANADA

On September 21, 2016 Blue Solutions Canada Inc. acquired 100% of the equity

of Capacitor Sciences Inc., a US company.

This startup, founded by Dr. Pavel Lazarev, consists of a group of scientists spe-

cializing in the research and development of new energy storage devices. The

acquisition fi ts perfectly into Blue Solutions strategy, by adding to its investment

and research in supercapacitors and electrical batteries.

The acquisition was made for a price of 9 million US dollars, with the provision

that two earn-outs will be paid to the sellers if Capacitor Sciences, Inc. attains

two technical objectives by September 21, 2021. The commercialization of the

products derived from the intellectual property of Capacitor Sciences, Inc. will

occasion royalties to be paid to the sellers of Capacitor Sciences, Inc.

22.1.3. COMMERCIAL CONTRACTS

The signifi cant contracts entered into by Blue Solutions presented in this section

of the document relate to the production and sale of batteries and supercapaci-

tors, mainly to Blue Applications but also to third party-clients, in order to inte-

grate them within mobile and stationary energy storage solutions which they

develop.

22.1.3.1. Supply contracts for the raw materials and

components necessary for the manufacture

of LMP® batteries

Blue Solutions sources, for each of the main components and raw materials

necessary for the manufacture of LMP® batteries and supercapacitors, from at

least two suppliers, with the exception of the four-band current collector, for

which Blue Solutions sources from a single source at the date of this document.

These supplies are not necessarily covered under formal or long-term contracts

which, according to the company, regularly gives Blue Solutions a margin for

negotiation in terms of volume prices adjusted to its current production

capacities.

These main contracts and commitments are the following:

A letter of intent for the supply of polymers entered into between Nippon Shokubai Co. Ltd, on the one hand, and the company and Blue Solutions Canada, on the other hand, on December 28, 2011The company and Blue Solutions Canada source polymers necessary for the

manufacture of LMP® batteries from a Japanese company, Nippon Shokubai Co Ltd

under the terms of a letter of intent governed by the laws of the State of

Delaware, that provides for a commitment from this company to supply poly-

mers covering at least 60% of their needs for the 2012 to 2014 period, then

50.1% in 2015 and 2016, and, moreover, a commitment from Nippon Shokubai

Co. Ltd to supply polymers up to a limit of 2 million metric tons per year. The

supply commitments covered by this letter of intent are eff ective as of March 1,

2012, and shall remain valid, unless a shorter term is expressly specified in a

long-term supply contract, through February 28, 2017. In addition, this memo-

randum specifi es that if the company and Blue Solutions Canada stop their poly-

mer supplies before the term initially provided for, they will be required to

reimburse an amount of between 10% and 50% of the amounts incurred by

Nippon Shokubai Co. Ltd for the construction of its polymer manufacturing plant.

Potential reimbursements of amounts incurred by Nippon Shokubai Co. Ltd are

contractually capped at a maximum amount of 4.5 million US dollars, which will

decrease over time and will be 900,000 US dollars should supplies be halted in

2016. A three-year extension, on the same terms, is now under discussion.

Lithium salt (LiTFSI) supply contract entered into between Solvay (previously Rhodia Operations) and the company on September 9 and July 28, 2012The company and Blue Solutions Canada source their lithium salts (LiTFSI) from

Solvay under the terms of a supply contract entered into for an initial term of

four years, beginning on January 1, 2012, and expiring on December 31, 2016.

This contract was renewed for an additional three years, that is until

December 31, 2019. Under the terms of this contract, the company and Blue

Solutions Canada agree to supply 50% of their real LiTFSI requirements from

January 1, 2014.

22.1.3.2. Research and production effort support contracts

Memorandum of understanding on the development and production of electric batteries entered into between the company and Blue Solutions Canada on November 27, 2012Under the terms of this memorandum of understanding, the company granted a

commercial indemnity of 15 million Canadian dollars paid in 2012 to its subsidi-

ary, in consideration for the latter committing to continue battery production for

a minimum term of four years starting on November 27, 2012. The purpose of

this fi nancial assistance is to enable the company to fulfi ll its LMP® battery sup-

ply obligations for Bluecar (formerly Véhicules Électriques Pininfarina-Bolloré)

and Bluebus (formerly Gruau Microbus).

Memorandum of understanding entered into between the company and Bluecar dated December 6, 2012The purpose of this memorandum of understanding is to defi ne the conditions

of a partnership between the company and Bluecar related to the research and

development of LMP® batteries. This memorandum sets out in particular a new

financial undertaking by Bluecar – in the amount of 36 million euros – in

exchange for the company maintaining its research and development eff orts on

LMP® batteries for a term of four years starting on December 6, 2012.

22.1.3.3. Marketing contracts

At this stage, only two supply contracts and a master leasing agreement have

been signed by the company, concerning Bluecar® and Bluebus.

Battery supply contract entered into between the company and Bluecar on June 27, 2013On the date of this document, the company sells the LMP® batteries that it pro-

duces to Bluecar under the terms of a long-term supply contract entered into on

June 27, 2013, and expiring on December 31, 2022. This contract sets out that

Bluecar will source from the company for a minimum annual number of 30-kWh

LMP® batteries, with maximum power of 60 kW, predetermined in the contract

for its entire term (2,000 batteries per year from 2014 to 2017, 4,500 batteries in

2018, 7,500 batteries in 2019, 11,000 batteries in 2020 and 2021, and 14,000

batteries in 2022). The batteries are currently sold to Bluecar at an initial unit

price of 38,000 euros excluding taxes, it being specifi ed that this price will be

adjusted, as of January 1, 2018, according to a formula that reduces prices in

proportion to annual order volumes, predetermined in the contract to take into

account expected growth in volumes and improvements obtained.

160 BLUE SOLUTIONS


This price may be reduced, in a given year, to a minimum of 25,000 euros

excluding taxes for batteries purchased in excess of 7,500 30-kWh equivalent

batteries.

In addition, the company may terminate the contract in the following cases:

• Bluecar’s total or partial non-compliance with one of its obligations under the

contract;

• automatically and without formal notice, upon fi rst presentation of a registered

letter with immediate eff ect, should Bluecar be subject to bankruptcy or liqui-

dation proceedings, out-of-court settlement or any other proceedings generally

aff ecting the rights of creditors under all applicable laws, and except as other-

wise provided by law or regulation and notwithstanding the powers granted by

the law to the bodies tasked with the proceedings.

In case of termination due to a fault and generally for any case not caused by a

force majeure, Bluecar shall automatically be liable for all damages and costs

incurred in repairing any damages directly or indirectly sustained by the

company.

Finally, this contract provides for the renewal of the 36 million euros in aid repre-

senting 20% of the company’s operating expenses since its creation, as set out in

the memorandum of understanding dated December 6, 2012, entered into

between the company and Bluecar, the latter being unable to ensure the fi nan-

cial stability of Blue Solutions.

The Board of Directors of Blue Solutions voted at its March 23, 2017 meeting to

approach Bluecar about revising the terms of this supply contract as the latter

might permit.

Master battery leasing agreement entered into between the company and Bluebus on November 9, 2011Until December 31, 2016, the company leased the LMP® batteries that it pro-

duces to Bluebus under the terms of an open-ended master agreement and

implementation contracts entered into for a term of three years. Such batteries

are sub-leased by Bluebus to its clients, purchasers of Bluebus vehicles.

Supply contract signed between Bluebus and the companyUnder the terms of the contract initially signed with Bolloré and transferred to

Blue Solutions on August 30, 2013, Bluebus agreed to supply LMP® batteries

exclusively to the company.

The contract is entered into for a term of fi ve years from the fi rst actual delivery

date of the products, which occurred at the end of 2011, and shall remain in

force until the end of 2016.

At the end of the initial term, the parties may decide to renew the contract by

signing an addendum to that eff ect. As such, the parties must meet no later than

three months before the end of the initial term to agree on whether to renew the

contract.

Other contractsFor supply contracts concerning LMP® batteries that Blue Solutions may sign

with other Blue Applications companies, Blue Solutions shall strive to implement

the same principles and philosophy of contractual relations for all Blue

Applications’ companies as for those in the LMP® battery supply contracts

entered into on the date of this document between Blue Solutions and Blue

Applications’ companies and described in this section 22.1.3.3.

22.2. CONTRACTS ENTERED INTO BY BLUE APPLICATIONS

THAT HAVE A SIGNIFICANT IMPACT FOR BLUE

SOLUTIONS

22.2.1. AUTOLIB’

Public service delegation agreement for the implementation,

management and maintenance of a provision of self-service

electric automobiles and an electric vehicle recharging

infrastructure entered into between Autolib’ Métropole (formerly

the Syndicat Mixte Autolib’) and Autolib’, dated February 25, 2011

Since February 25, 2011, Autolib’ has been assigned with the provision of the fi rst

public self-service electric automobiles in Paris and the Paris region within

Autolib’ Métropole, and in particular with the implementation, management and

maintenance of the self-service electric automobile provision and an electric

vehicle recharging infrastructure.

The public service delegation is effective as of March 4, 2011, for a term of a

hundred and fourteen months. The recipient of the concession agrees to allow

the grantor, if it so wishes, to reduce the term of the concession to a hundred and

twenty months under certain conditions. The agreement may be unilaterally

terminated by the grantor in certain cases, and in particular for reasons of public

interest or in case of buyout of the concession by the grantor. In addition, the

recipient of the concession may terminate the agreement for lack of economic

interest. An indemnity for the recipient of the concession is provided for in all

cases of termination.

The public service delegation is granted subject to payment of the following

three annual fees:

• an annual occupancy fee for areas located on the roadway perimeter in the

amount of (i) 750 euros for each space located within the roadway perimeter,

or (ii) one euro for additional spaces within the Autolib’ stations and spaces

reserved exclusively for recharging non-Bluecar® electric vehicles and for two-

wheel vehicles. This fee is paid on October 1 of each year and reassessed

annually (i) if the activity relating to the private recharging makes it possible to

achieve the Target Balance (defined in the attachment to the contract) that

includes a reasonable profi t on this activity and (ii) based on the changes in the

commercial rent national price index (ILC);

• an annual operating fee representing 10% of the turnover of Autolib’ on the

previous fi scal year limited to 30% of the income before taxes for such fi scal

year if the net income for the fi scal year is positive and if the cumulative net

income is positive. This fee is paid within two months following the General

Meeting of Shareholders called to approve the financial statements for the

previous year; and

• an annual inspection fee, the amount of which may not exceed 300,000 euros,

and which must be duly justified by the grantor in light of the costs that it

incurs to carry out its inspections. This fee is subject to an advance payment of

50% of its amount, paid on January 1, with payment of the balance on

December 31 and is indexed annually to the change in the Syntec index.

This agreement also contains a change of control clause under the terms of

which:

• for a period of fi ve years from the eff ective date of the agreement, the transfer

to third parties of the shares held by Bolloré SA in Autolib’ or by one of its sub-

sidiaries or a company placed under the same control as Bolloré SA (within the

meaning of article L. 223-3 of the French company law, is prohibited when said

transfer would result in the loss for the latter of control of Autolib’;

• at the end of this period, the majority control held by Bolloré SA and/or one of

its subsidiaries and/or a company placed under the same control as Bolloré SA

may not be abandoned or transferred in any way whatsoever, without Autolib’

Métropole’s prior approval. The latter may refuse its authorization if it appears

that the company which is in receipt of the concession continues to have a set

of technical and financial guarantees similar to those based on which the

public service delegation agreement was entered into, directly or indirectly

brought by shareholders comprising the majority of the Bolloré Group.

On the date of this document, the agreement has nine addendums.

22.2.2. BLUELY

Master public domain occupancy agreement dated June 3, 2013

Bluely and the Lyon Urban Community entered into a master public domain

occupancy agreement on June 3, 2013, for the installation of recharging termi-

nals for electric vehicles and car-sharing for a term of ten years. The purpose of

this agreement is to authorize Bluely to install recharging terminals (including

rental terminals and recharging terminals) for electric vehicles, both for car-

sharing vehicles and vehicles belonging to third parties.

The public domain occupancy fee for the stations comprises a fi xed part and a

variable part. The fi xed part is calculated by space, at 100 euros per space per

year, or 500 euros for a fi ve-space station. The variable part is applicable with

effect from the fee invoiced in 2016, and is equal to 1.5% of the turnover

excluding taxes for the previous year generated by the recharging service for

electric vehicles and car-sharing.

The public domain occupancy fee for the spaces subscribed is set by the annual

price and fee review conducted by the Lyon Urban Community. In 2013, these



fees were 41.31 euros per sq. m. the first year and 28.56 euros per sq. m. for

subsequent years, to be updated each year based on the construction cost index.

In case of termination for reasons of public interest, Bluely may claim a limited

indemnity, excluding in particular the foregone profi t.

22.2.3. BLUECUB

On July 31, 2013, Bluecub and the Bordeaux Urban Community entered into a

master public roads occupancy agreement for a term of ten years, for the instal-

lation of recharging terminals for electric vehicles and car-sharing.

Under the terms of this agreement, the Bordeaux Urban Community issued an

agreement in principal concerning the use of its public roads for stations for

electric vehicles and car-sharing including rental terminals, recharging terminals

for electric vehicles available by subscription for both car-sharing vehicles and

third-party vehicles, and, potentially, subscription terminals.

This agreement will subsequently be supplemented by temporary public road

occupancy authorizations by way of road permits issued by the Bordeaux Urban

Community in respect of each station.

The public road occupancy fee is set by annual decree of the Chairman of the

urban community, on January 1 of each year, indexed to changes in the INSEE

construction cost index. In 2013, this fee amounted to 19.16 euros per year per

terminal, or 134.12 euros per year for a station with fi ve recharging terminals,

one rental terminal and one subscription terminal; and 1,100.44 euros per year

for an area less than or equal to 20 sq. m., in the event that a subscription space

is installed.

Bluecub may only terminate the master agreement upon the expiration of a

period of fi ve years from the date it was signed, subject to four months’ advance

notice. Should the agreement be terminated, Bluecub may not claim any

indemnity except in the case of termination for reasons of public interest, equal

to the non-amortized value of the structures installed on the public domain and

the costs corresponding to the direct, material and certain damages sustained by

the occupier due to the early termination of contracts that it had concluded

relating to the operation of the service, as well as the non-material losses caused

by such termination, excluding all other amounts and, in particular, excluding

prepayment indemnities due to credit institutions for the termination of lending

agreements.

22.2.4. BLUEINDY

Blueindy and the City of Indianapolis (United States) signed a concession con-

tract on April 8, 2014, under the terms of which the city awards Blueindy the

exclusive right to supply a car-sharing service on spaces which it owns or con-

trols. Blueindy also has the right to advertise and market at the stations and on

the vehicles, and the right to operate a Wi-Fi network at the station.

The concession was granted for a period of fi ft een years. It will renew automati-

cally for two-year periods unless notifi cation to the contrary is received ninety

days before the period in question expires.

The long-term objective is to operate 500 Bluecar® US vehicles, equip 200 rental

terminals and 1,000 charging terminals.

22.2.5. BLUESG PTE LTD

Following a call for tenders that it won, BlueSG Pte Ltd signed a contract on

June 30, 2016 with the Land Transport Authority of Singapore to operate an

electric vehicle car-sharing service as a ten-year concession with a minimum

fl eet of 1,000 Bluecar electric vehicles and 2,000 charging stations, 20% of which

could be used for charging by third parties.

In parallel, BlueSG Pte Ltd signed a contract on January 23, 2017 with the

Economic Development Board of Singapore for up to 80 million Singapore dol-

lars to fund the car-sharing project during the period from January 1, 2017 to

December 31, 2021, incorporating a certain number of obligations borne by

BlueSG Pte Ltd. which if not fulfi lled would require the subsidy to be paid back.

22.2.6. BLUECALIFORNIA LLC

On December 13, 2016 BlueCalifornia LLC signed a contract with the City of Los

Angeles (United States) to carry out an electric vehicle car-sharing project aimed

at disadvantaged neighborhoods.

This contract is for a fi ve-year period, renewable for two-year periods for a total

of no more than eleven years.

Under this contract, BlueCalifornia LLC agreed to commission at least 100 electric

vehicles and to install and operate an infrastructure network of charging

stations.

22.2.7. BLUETORINO

The City of Turin and Bluetorino entered into an agreement on February 15, 2016

to develop an electric vehicle car-sharing service and install charging terminals in

the City of Turin.

This agreement is for a twenty-year period, terminable by Bluetorino after

thirty-six months of operation upon payment of a 100,000 euro penalty.

The agreement calls for a gradual roll-out of stations and vehicles, by the end of

2017 reaching about 212 stations with 700 charging terminals and 400 electric

vehicles.

22.2.8. BLUEPOINTLONDON

At the end of 2013, Transport for London awarded the Bolloré Group the contract

to manage and develop 1,400 charging terminals for electric vehicles in London.

While developing the network during the fi scal year just ended, the Group has

implemented a complete information management solution that it already

operates in the car-sharing fi eld (connection of the charging terminals to a cen-

tralized system, establishment of a call center, geolocation of terminals).

22.2.9. BLUECAR

Bluecar is the owner of the Bluecar® electric-vehicle design, undertaken notably

in collaboration with Pininfarina when the latter was in partnership with the

company. On September 30, 2010, Pininfarina granted Bluecar a license to use

the Pininfarina brand for this vehicle for a period of twenty years. Until

December 31, 2013, Bluecar® was manufactured by Cecomp and its subsidiary BC

Finizioni Montaggi Carrozzerie Srl.

In addition, by agreement dated August 5, 2013, Cecomp agreed to provide

Bluecar with (and Bluecar agreed to purchase) 2,000 new Bluecar® bodies over

the following two years.

Since January 1, 2014, the Bluecar® has been manufactured by Bluecar and its

subsidiary Bluecar Italy under two main contracts dated October 24, 2013 and

April 11, 2014 respectively:

• the fi rst, entered into between Pininfarina and Bluecar Italy Srl, concerns the

management leasing of the Pininfarina vehicle manufacturing factory located

in Bairo (Italy), for which Bolloré SA irrevocably guarantees the proper execu-

tion by Bluecar Italy Srl to Pininfarina;

• the second, entered into between Bluecar and Bluecar Italy Srl, concerns the

assembly in particular of the Bluecar®, from components provided by Bluecar,

in the Bairo factory under a management leasing contract by Bluecar Italy Srl

from Pininfarina.

22.2.10. PARTNERSHIP WITH THE RENAULT GROUP

In September 2014, the Bolloré and Renault groups signed a partnership based

on three agreements:

• an industrial cooperation agreement under the terms of which Bluecar

awarded the assembly of the Bluecar® to Renault (until then only manufac-

tured in Italy) in its plant in Dieppe (76200 – France) from the second half of

2015.

The Dieppe plant specializes in the production of low volumes and a dedicated

assembly workshop will be created within the plant to assemble the Bluecar®.

• the creation of a joint venture in car-sharing:

The groups decided to create a joint company called Bluealliance the purpose

of which is to own shareholdings in all companies operating complete

car-sharing and electric vehicle solutions in France and Europe.

162 BLUE SOLUTIONS

25. Information on shareholdings

Bluealliance was initially owned 30% by the Renault Group, 70% by the Bolloré

Group.

Since the first projects were in Lyon and Bordeaux, Bluecarsharing sold

Bluealliance its shareholdings in Bluely and Bluecub.

Under this agreement, the car-sharing networks in Lyon and Bordeaux will

propose, in addition to Bluecar®, the option to use Renault brand vehicles

(Twizy, Zoé).

Since March 23, 2016 Automobiles Citroën SA has been a part of Bluealliance,

and the company today is owned 51% by the Bolloré Group, 25% by the Renault

Group and 24% by the Peugeot Citroën Group.

• feasibility study for a three-seat Bluecar® model:

The Bolloré Group awarded Renault a feasibility study for the design, develop-

ment and industrialization in a Renault plant in France of a three-seat electric

vehicle (rather than the four-seat Bluecar®), which could support the growth of

car-sharing operations.

This electric vehicle will be equipped with a Blue Solutions Lithium Metal

Polymer (LMP®) battery with a capacity of 20 kWh.

22.2.11. PARTNERSHIP WITH THE PEUGEOT-CITROËN GROUP

In September 2015, the Bolloré and Peugeot Citroën groups signed a partnership

based on four agreements:

• a contract to develop the E-Mehari assembly whereby Bluecar assigns to

Peugeot Citroën Automobiles the principal work of assembling and then man-

ufacturing the E-Mehari vehicle in its Rennes plant starting January 1, 2016;

• a contract to distribute the E-Mehari through the Peugeot Citroën network;

• entrance of the Peugeot Citroën Group into Bluealliance as stated at 22.2.10

above, with an option to include C-Zero (comfort) and/or Entry vehicles, at

Citroën’s choice, in the Lyon and Bordeaux car-sharing networks;

• creation of a 50/50 joint venture to develop car-sharing of thermal or electric

vehicles worldwide.

This joint venture was registered on December 26, 2016.

22.2.12. BLUEBUS

On December 22, 2014 Bluebus and RATP signed a contract for the delivery of

all-electric 12-meter buses. The contract was for an initial term of two years

ending December 22, 2016. On November 16, 2016 Bluebus and RATP signed a

six-month extension, i.e. until June 21, 2017.

23. Information from third parties, statements by experts and declarations of interest

This document does not contain any information provided by third parties, any

statements by experts or any declarations of interest, except for the Statutory

Auditors’ reports.

24. Documents on displayInvestors and shareholders requiring further details on the Group are invited to

contact:


Fabrice Bouteau, Chief Financial Offi cer


92811 Puteaux Cedex – France

Tel.: +33 (0)1 46 96 42 81

Blue Solutions


92811 Puteaux Cedex

In addition, visitors to the Group’s website (www.bollore.com) may consult press

releases and fi nancial details under the headings “Press” and “Regulated infor-

mation”, respectively. The Blue Solutions website, containing regulated informa-

tion, can be found at: www.blue-solutions.com.

PROVISIONAL CALENDAR 2017

June 1, 2017: Annual General Meeting.

25. Information on shareholdingsThe company’s equity interests are listed in the summary of subsidiaries and

equity investments of the annual fi nancial statements (20.4).


164 BLUE SOLUTIONS

Tables of correspondence between the management report and the Blue Solutions registration document 166Cross-reference table between the registration document and the annual fi nancial report 167Cross-reference table of the section headings called for in Appendix 1 of EC Regulation no. 809/2004 of April 29, 2004 168Chairman’s report on the composition of the Board of Directors and the conditions for the preparation and organization of its work, and on the internal control and risk management procedures implemented by the company 170Statutory Auditors’ report , prepared in accordance with article L. 225-235 of the French company law (Code de commerce) on the report prepared by the Chairman of the Board of Directors of the company 178Statutory Auditors’ special report on regulated agreements and commitments 179Agenda of the Ordinary General Meeting of June 1, 2017 180Presentation of the resolutions put to the Ordinary General Meeting 180Resolutions presented to the Ordinary General Meeting of June 1, 2017 182

Appendix


Tables of correspondence between the management report and the Blue Solutions registration documentThis registration document includes all elements of the management report of the company as required by articles L. 232-1, 225-100 and R. 225-102 of the French

company law.

Items in the report of the Board of Directors that must be submitted to the General Meeting

Sections of the registration document

containing the corresponding information

Situation and activity of the company and its subsidiaries during the previous fi scal year

(French company law articles L. 232-1 and R. 225-102) 6.1.

Operating results (French company law articles L. 232-1 and R. 225-102) 3.; 6.1.; 9.1.

Progress made or setbacks encountered (French company law articles L. 232-1 and R. 225-102) 6.1.; 12.1.

Research and development activities (French company law article L. 232-1) 11.1.; 11.2.

Forecast developments in the company’s situation and future prospects

(French company law articles L. 232-1 and R. 225-102) 12.1.; 13.

List of existing branches (French company law article L. 232-1) 5.1.4.

Important events occurring between the year-end date and the date on which the report is drawn up

(French company law article L. 232-1) 20.3. note 14

Body chosen to carry out the executive management of the company (French company law article R. 225-102) 14.1.1.

Objective and exhaustive analysis of developments in the company’s business, results and fi nancial situation

(in particular its debt position) and key non-fi nancial performance indicators (including information

on environmental and personnel matters)

(French company law article L. 225-100-1 par. 3) 9.; 10.; 17.; 20.9.

Statement of the use of fi nancial instruments by the company when relevant to the valuation of its assets, liabilities,

fi nancial situation and its profi ts and losses (French company law article L. 225-100-1 par. 6)

10.2.; 10.3.; 10.4.; 10.5.; 20.3.

notes 7.3. and 8.2.

Description of the main risks and uncertainties with which the company is confronted

(French company law article L. 225-100-1 par. 4) 4.

List of offi ces or positions held by the company offi cers (French company law article L. 225-102-1 par. 4) 14.1.3.

Report on the status of employee shareholding on the last day of the fi scal year (possibly including executive

managers) (French company law article L. 225-102 17.10.; 17.11.; 17.12.

Activity of subsidiaries of the company and of companies controlled by it 7.1.; 7.2.

Acquisitions of signifi cant stakes in companies having their registered offi ce in France or acquisitions of controlling

interests in such companies (French company law articles L. 233-6 and L. 247-1) 20.10.

Stock disposals to adjust reciprocal shareholdings (French company law article R. 233-19 par. 2) NA

Information related to the breakdown of share capital and treasury shares

(French company law articles L. 233-13 and L. 247-2) 18.1.

Operations by companies in which the company holds a majority interest or subscription of shares as

stock options (French company law article L. 225-102-1 last par.) 17.9.2.2.

Agreements entered into between an Executive manager or a major shareholder and a subsidiary

(French company law article L. 225-102-1 last par.) 21.2.9.3.

Amount of dividends distributed over the last three fi scal years and amount eligible for tax exemption

(French General Tax Code, article 243 bis) 20.7.1.

Compensation and contributions in kind of each of the company offi cers

(French company law article L. 225-102-1 par. 1) 15.

Changes in the presentation of the fi nancial statements 20.3. note 1

Injunctions or fi nancial penalties for antitrust practices pronounced by the Competition Authority and required

by the latter to be included in the management report (French company law article L. 464-2-1) 4.6.; 20.8.

Social and environmental information:

– stating how the company accounts for the social and environmental impacts of its business activities, including the

impacts on climate change of its operations and of the use of the products and services it produces;

– the company’s commitments in support of sustainable development, the circular economy, the limitation of food

waste, anti-discrimination and diversity (French company law article L. 225-102-1 par. 5) 4.6.3.; 8.3.; 17.1.-17.8.

166 BLUE SOLUTIONSAppendix

Items in the report of the Board of Directors that must be submitted to the General Meeting

Sections of the registration document

containing the corresponding information

Information on the risks run in the event of changes in interest rates, exchange rates or market price 4.7.; 20.3. note 8

Statements called for by article L. 225-211 of the French company law in the event of transactions by the company

in its own shares (stock buyback scheme) NA

Items used in calculating and results of the adjustment of bases of conversion and the terms for subscribing

or exercising securities giving equity ownership or to share subscription or purchase options on stock 17.9.2.; 20.3. note 11.4.

Summary statement of the transactions carried out by executive managers and persons closely associated with them

on their securities (French Monetary and Financial Code, articles L. 621-18-2 and R. 621-43-1 – AMF General

Regulations, article 223-26) 17.11.3.

Information likely to have an impact in the event of a public off ering (French company law article L. 225-100-3)

– structure of the company’s share capital 18.1.; 18.3.; 21.1.

– restrictions in the bylaws on exercising voting rights and transferring shares or provisions of agreements

made known to the company pursuant to article L. 233-11 of the French company law) 14.1.1.; 18.2.; 18.4.; 21.2.3.; 21.2.4.

– direct or indirect ownership interests in the share capital, of which the company is aware, by virtue

of articles L. 233-7 and L. 233-12 of the French company law 18.1.

– holders of securities with special controlling rights and their description 18.2.; 21.2.3.

– mechanisms provided in employee shareholding systems, and agreements between shareholders of which the

company is aware and that may lead to restrictions on the transfer of shares and the exercise of voting rights

(shareholders’ agreements) 18.4.; 21.2.4.; 21.2.6.

– rules applicable to the appointment and replacement of members of the Board of Directors and amendment

of the articles of association 14.1.1.; 16.; 21.2.2.

– power of the Board of Directors, particularly issuing or buying back shares NA

– agreements signed by the company modifi ed or terminating in the event of change of control 21.1.9.

– agreements providing compensation to the members of the Board of Directors or employees if they resign

or are dismissed without genuine and serious grounds or if their employment is terminated due to a public off erin 16.4.; 20.3. note 11.3.

Details on payment terms provided for in article L. 441-6-1 of the French company law (Code de commerce) 20.11.

Loans due in less than two years granted by the company, as a secondary activity to its core business,

to micro-to-medium enterprises or intermediate-sized enterprises with which it has economic links justifying

such activity (article L. 511-6 par. 3 bis of the French Monetary and Financial Code) NA

Table showing company results for the last fi ve years (French company law article L. 225-102 par. 2) 20.4. p. 150

Table and report on delegations relating to capital increases (French company law article L. 225-100 par. 7) 21.1.8.

Chairman’s report on the composition of the Board of Directors and the conditions for the preparation and

organization of its work, and on the internal control and risk management procedures implemented by the company

(French company law article L. 225-37 pars. 6-9) Appendix

NA: not applicable.

Cross-reference table between the registration document and the annual fi nancial reportThe annual fi nancial report, prepared pursuant to articles L. 451-1-2 of the French Monetary and Financial Code and 222-3 of the General Regulation of the AMF,

consists of the sections of the registration document identifi ed below:

Financial statements 20.4 p. 135

Consolidated fi nancial statements 20.3 p. 99

Statutory Auditors’ report on the fi nancial statements 20.4 p. 151

Statutory Auditors’ report on the consolidated fi nancial statements 20.3 p. 133

Management report Appendix p. 166

Statutory Auditors’ fees 20.3 p. 130

Chairman’s report on the composition, preparation conditions and organization of the work of the Board

and on the internal control and risk management procedures implemented by the company Appendix p. 170

Auditors’ opinion on the Chairman’s report Appendix p. 178

NA: not applicable.

167REGISTRATION DOCUMENT 2016 Appendix

Cross-reference table of the section headings called for in appendix 1 of EC Regulation no. 809/2004 of April 29, 2004

Rubrique Pages

1. Persons responsible 20

2. Statutory Auditors 20

3. Selected fi nancial information 5; 21

4. Risk factors 23


5.1. History and development of the company 33; 157

5.1.1. Legal name and commercial name of the issuer 33; 157

5.1.2. Place of registration and registration number of the issuer 33; 157

5.1.3. Date of incorporation and duration of the issuer 33; 157

5.1.4. Registered offi ce and legal form 33; 157

5.1.5. Signifi cant events in the development of the issuer’s business 4; 6-13; 40

5.2. Capital expenditure 6-13; 33

5.2.1. Capital expenditure made during the reporting periods 33

5.2.2. Current investments 33

5.2.3. Planned investments 33


6.1. Main businesses 6-13; 34-35

6.2. Principal markets 6-13; 34-35

6.3. Extraordinary events None

6.4. Potential dependency 30; 52

6.5. The basis for any statements made by the issuer regarding its competitive position 34-35


7.1. Brief description of the Group 1; 4; 45-46

7.2. List of signifi cant subsidiaries 46-47

8. Property, plants and equipment 48


9.1. Financial situation 50

9.2. Operating income 50


10.1. Issuer’s share capital 51-52

10.2. Sources and amounts of cash fl ows 51-52; 104; 118

10.3. Information on the borrowing requirements and fi nance structure of the issuer 51-52; 118-119

10.4. Information regarding any restrictions on the use of capital 52

10.5. Anticipated sources of funds 34-45; 51-52

11. Research and development, patents and licenses 52-55

12. Trend information

12.1. Main trends 55

12.2. Known trend or event liable to aff ect the issuer’s outlook for the current reporting period 55


Rubrique Pages

13. Profi t forecasts and estimates 55

14. Corporate governance, management and supervisory bodies, and Executive management

14.1. Administrative and management bodies 55-66

14.2. Confl icts of interest 66

15. Compensation and benefi ts

15.1. Compensation paid 67-73; 126

15.2. Retirement and other benefi ts 67-73; 126

16. Functioning of the administrative and management bodies

16.1. End date of current terms of offi ce 55-66; 73

16.2. Service contracts binding members of administrative, management or supervisory bodies 73

16.3. Audit Committee and Compensation Committee 73

16.4. Corporate governance in eff ect in France 73-75

17. Employees

17.1. Number of employees 84-86

17.2. Employee profi t-sharing and stock options 92-93

17.3. Employee ownership of the company’s capital stock 93


18.1. Shareholders owning more than 5% of the share capital or voting rights 96

18.2. Diff erent voting rights 96

18.3. Issuer’s control 96

18.4. Agreements pertaining to a change of control 96

19. Related-party transactions 97

20. Financial information concerning the issuers’ assets and liabilities, fi nancial position, and results

20.1. Information incorporated by reference 97

20.2. Pro forma fi nancial information 97

20.3. Annual fi nancial statements (parent company and consolidated) 135-150; 99-132

20.4. Verifi cation of the historical yearly fi nancial information 151; 133

20.5. Date of last fi nancial disclosure 152

20.6. Interim and other fi nancial information 152

20.7. Dividend distribution policy 152

20.8. Legal action and arbitration 152

20.9. Signifi cant changes in fi nancial or trading position since the end of the last fi scal year 152

21. Additional information

21.1. Share capital 156

21.2. Incorporation documents and articles of association 157

22. Major contracts 159-163

23. Information provided by third parties, statements by experts and declarations of interest 163

24. Publicly available documents 163

25. Information on equity investments 163


Chairman’s report on the composition of the Board of Directors and the conditions for the preparation and organization of its work, and on the internal control and risk management procedures implemented by the companyIn application of article L. 225-37 of the French company law (Code de com-

merce), the Chairman of the Board of Directors reports to shareholders in this

report, which was approved by the Board meeting held on March 23, 2017, (i) on

the composition “of the Board and the application of the principle of the bal-

anced representation of men and women on the Board”, and conditions for the

preparation and organization of its work, (ii) the corporate governance informa-

tion, (iii) the conditions related to shareholders’ attendance at the General

Meeting, and (iv to ix) the internal control and risk management procedures

implemented by the company.

The elements used for the preparation of this report are based on interviews and

meetings with management of the various operational divisions and central

departments of the Group. In particular, this work was conducted by the Group’s

Legal Aff airs and Internal Audit Departments, under the supervision and coordi-

nation of the Finance Department and the Financial Communications

Department.

The Group’s internal control rules apply to companies within the fi nancial state-

ment consolidation scope according to full or proportional consolidation

methods.

I. COMPOSITION OF THE BOARD OF DIRECTORS

AND CONDITIONS FOR THE PREPARATION

AND ORGANIZATION OF ITS WORK

COMPOSITION OF THE BOARD OF DIRECTORS

In accordance with statutory provisions, the directors are appointed by the

Ordinary General Meeting and the Board may, under the conditions laid down by

law, make temporary appointments.

The Board must comprise at least three and at most eighteen members, subject

to the waiver provided for by law in the event of a merger.

Their term of offi ce is three years and they may be re-elected.

The Board comprises nine members: Vincent Bolloré (Chairman of the Board of

Directors), Didier Marginèdes (Vice-Chairman), Cyrille Bolloré, Marie Bolloré,

Sébastien Bolloré, Virginie Courtin, Valérie Hortefeux, Jean-Louis Milin and

Martine Studer.

The Board of Directors, which counts four women among its members, thus

complies with the timetable set by the law of January 27, 2011 on balanced rep-

resentation of women and men on boards of directors and supervisory boards

and on professional equality.

In accordance with the legal and regulatory provisions in force, full details of the

members of the Board are available in the registration document.

In accordance with the independence criteria confirmed by the Board of

Directors at its meeting of March 23, 2017, among the nine members of the

Board of Directors, Valérie Hortefeux, Virginie Courtin and Jean-Louis Milin are

considered independent.

POWERS OF THE CHIEF EXECUTIVE OFFICER AND THE CHAIRMAN OF THE BOARD OF DIRECTORS

The Board of Directors, in its meeting on June 3, 2016, decided to retain the

option consisting of separating the roles of Chairman and Chief Executive Offi cer.

It was the view of the Board that this form of general management was an

eff ective way to deal with the requirements of the corporate development to be

undertaken while observing the mandates and strategy of the Group.

At its meeting of June 3, 2016 the Board of Directors reappointed Gilles Alix to the

position of Chief Executive Offi cer for a period of three years, that is, until the

conclusion of the Ordinary General Meeting called to approve the financial

statements for the year ending December 31, 2018.

Subject to the powers accorded by law to shareholders’ meetings and to the

Board of Directors and within the scope of the company’s corporate purpose, the

Chief Executive Offi cer is granted the broadest powers to act in the name of the

company in all circumstances.

At its meeting of June 3, 2016, the Board of Directors decided to reappoint

Vincent Bolloré as Chairman of the Board of Directors for the duration of his term

of office as director, that is, until conclusion of the Ordinary General Meeting

called to approve the financial statements for the year ended December 31,

2018.

In his capacity as Chairman of the Board of Directors, Vincent Bolloré will organ-

ize and manage the work of the Board of Directors and will report on this to the

General Meeting; he will ensure that company bodies work in a satisfactory

manner and in particular that the directors are able to perform their duties.

POWERS OF THE VICE-CHAIRMAN

On March 19, 2015, the Board of Directors ratified the position of Didier

Marginèdes as Vice-Chairman.

The Vice-Chairman may be required to chair Board meetings and General

Meetings under the circumstances specifi ed in the provisions of the articles of

association.

MEETINGS OF THE BOARD OF DIRECTORS

In accordance with article 11 of the articles of association, the directors may be

called to Board meetings by any means, at either the registered offi ce or in any

other place.

Meetings are convened by the Chairman or the Vice-Chairman. The Board will

validly deliberate only if at least half of its members are present.

Decisions are taken on a majority of members present or represented, the

Chairman having the casting vote in the event of a tie.

In order to enable as many directors as possible to attend the Board meetings:

• the provisional meeting dates will be set in advance and any changes to the

date will be made following consultation to enable as many directors as possi-

ble to attend;

• the bylaws of the Board of Directors authorize, with the exception of the oper-

ations laid down in articles L. 232-1 (preparation of the fi nancial statements

and management report) and L. 233-16 (preparation of Group consolidated

fi nancial statements and management report), participation in Board delibera-

tions by videoconference.

DUTIES OF THE BOARD OF DIRECTORS

The Board of Directors decides on the overall direction of the company’s activi-

ties, supervises the carrying out of its activities, decides on whether the offi ces of

Chief Executive Offi cer and Chairman of the Board can be held concurrently, and

approves the Chairman’s draft report. Subject to the powers expressly attributed

to shareholders’ meetings, and within the scope of the company’s purpose, it

deals with all matters aff ecting the proper and successful running of the com-

pany, and its resolutions govern those matters that come within its scope.

It also makes such controls and checks as it deems fit when reviewing and

approving the fi nancial statements.

ORGANIZATION OF THE BOARD’S WORK

Two weeks before the Board meets, a convening notice is sent to each director

together with a draft of the minutes of the previous meeting, so that they can

make any comments on the draft before the actual Board meeting.

This allows the Board meeting to be devoted to discussing the agenda.

Over the fi scal year, the Board met three times and was called upon to give its

opinion on the following issues:

Meeting of March 24, 2016 (attendance rate: 100%)

• activities and results;

• examination and approval of the separate and consolidated fi nancial state-

ments for the 2015 fi scal year;

• planning documents;

• approval of the Chairman’s report on internal control;

• agreements submitted in accordance with the provisions of articles L. 225-38

et seq. of the French company law (Code de commerce);

• convening of an Ordinary General Meeting;


• corporate governance code revised in November 2015;

• company policy in relation to professional and pay equality;

• allocation of double voting rights (law no. 2014-384 of March 29, 2014

intended to “recapture the real economy”, known as the Florange law);

• company policy in relation to professional and pay equality;

• defi nition of strategic directions;

• annual review of regulated agreements still in force.

Meeting of June 3, 2016 (attendance rate: 78%)

• procedures for performing Executive management duties;

• renewals of the offices of Chairman of the Board of Directors and Chief

Executive Offi cer.

Meeting of September 1, 2016 (attendance rate: 89%)

• activities and results consolidated fi nancial statements at June 30, 2016;

• planning documents – position of the current assets and current liabilities of

the fi rst half of 2016 – revision of the projected income statement;

• bylaws of the Audit Committee;

• review and implementation of the bylaws of the Board of Directors on the

exercise of puts granted by Bolloré, the Compagnie du Cambodge and the

Société Industrielle et Financière de l’Artois;

• breakdown of directors’ fees;

• evaluation of the Board’s operation and working methods.

EVALUATION OF THE BOARD’S OPERATION AND WORKING METHODS

With the aim of complying with corporate governance good practice, as recom-

mended by the provisions of the Afep-Medef Code, the Board must “assess its

capacity to fulfi ll the expectations of the shareholders who gave it the mandate

to run the company, by conducting a periodic review of its composition, organi-

zation and operation”.

This assessment must focus on three objectives:

• to review the Board’s methods of operation;

• to check that important issues are properly documented and discussed;

• to assess the actual contributions made by each member to the Board’s work,

in line with their areas of competence and involvement in the deliberations.

This assessment must be discussed by the Board, on an annual basis, with the

requirement to perform a more formal assessment at least once every three

years.

Since a formal assessment took place in 2015, the Board of Directors undertook

the annual assessment at its meeting of September 1, 2016.

The main fi ndings of this annual assessment were as follows:

● Regarding the Board’s methods of operation

The directors confi rmed the previous analyses of the Board’s operating methods,

which remain satisfactory (suffi cient notice period for meetings, frequency and

duration of meetings, division between the amount of meeting time spent

reviewing points on the agenda and time spent on discussions, etc.).

In addition, the directors maintained their positive assessments of the quality

and legibility of the documents used to support discussions, as well as of the

completeness and accuracy of the Board’s minutes.

● Regarding preparedness and debates on important questions

The directors stated that they had all the information needed to understand the

Group’s missions and strategic objectives, and that they had access to any addi-

tional documents useful for examining items under consideration.

The directors said that they were satisfi ed with the quality and quantity of infor-

mation which always corresponded to the level of complexity of the case in

point, thereby enabling them to understand and discuss the points on the

agenda within the required deadlines.

● Regarding the composition of the Board of Directors

The Board, having nine members following the Ordinary General Meeting of

June 3, 2016, has the right number of members and its composition meets the

requirements of good governance, particularly with regard to directors’ age crite-

ria, gender balance of independent directors, diversity of skills and experience

and the know-how required for the performance of their duties.

The term of offi ce of directors, set at three years, was considered satisfactory.

The Board brings together recognized skills which contribute to the high stand-

ard of debate and which demonstrate the Board’s aptitude for contributing to

decision-making and to guidelines to be adopted for Group activities.

The report noted that the directors are trained in the fine points of the busi-

nesses, primarily through special presentations and site visits.

Furthermore, the directors may, upon request, meet with the principal senior

executives of the Group.

The specialist areas covered by each director, particularly in terms of fi nancial,

technical and technological knowledge, make it possible for Board meetings to

conduct in-depth reviews of the company’s strategic direction.

THE AUDIT COMMITTEE

On August 30, 2013, the Board of Directors decided to set up an Audit Committee.

The bylaws of the Audit Committee were revised at the Board of Directors meet-

ing of September 1, 2016 so as to include the new duties of the Committee

defi ned in ordinance no. 2016-315 of March 17, 2016 with regard to the Statutory

Auditors.

The Audit Committee consists of two independent directors:

• Jean-Louis Milin, Chairman;

• Valérie Hortefeux, Committee member.

All members of the Audit Committee have the financial skills to ensure full

understanding of current accounting standards.

The Audit Committee is tasked with:

• monitoring the process of preparing fi nancial information and when appropri-

ate making recommendations to ensure its validity;

• monitoring the eff ectiveness of the internal control and risk management sys-

tems as well as, when called for, the internal audit system in terms of the pro-

cedures for preparing and processing the fi nancial and accounting information,

while not interfering with its independence;

• issuing a recommendation to the Board of Directors concerning the Statutory

Auditors whose appointment or reappointment is proposed to the General

Meeting;

• monitoring the Statutory Auditors’ performance of their engagement and act-

ing on the observations and conclusions of the High Council of Statutory

Auditors’ Commission following the audits performed pursuant to statutory

requirements;

• ensuring that the Statutory Auditors meet the criteria for independence and

taking any corrective measures necessary;

• approving the services provided besides auditing the fi nancial statements and

more broadly any assignment or prerogative contained in the relevant provi-

sions of law;

• reporting on a regular basis to the Board of Directors on the exercise of its

duties, the results of the accounts certifi cation work performed, how this work

has improved the validity of the fi nancial information and the role the Audit

Committee played in this process, and informing the Board without delay of

any diffi culties encountered;

• and more generally carrying out any assignment and/or prerogative defi ned by

the law.

The Committee may have recourse to external advisers.

The Blue Solutions Audit Committee met twice in 2016.

At its meeting of March 21, 2016 (attendance rate: 100%), the Committee con-

sidered the following points:

• presentation of earnings for the 2015 fi scal year;

• summary of the work carried out by the Statutory Auditors on the consolidated

fi nancial statements as at December 31, 2015.


At its meeting of August 30, 2016 (attendance rate: 100%), the Committee con-


• presentation of fi nancial statements for the fi rst half of 2016;

• summary of the work carried out by the Statutory Auditors on the half-yearly

consolidated fi nancial statements as at June 30, 2016;

• presentation of the provisions of ordinance no. 2016-315 of March 17, 2016

concerning the Statutory Auditors.

In accordance with the provisions of the French Corporate Governance Code for

listed companies, the Statutory Auditors are invited to Committee meetings

dealing with the process of preparing fi nancial information and reviewing the

fi nancial statements.

THE COMPENSATION AND APPOINTMENTS COMMITTEE

At its meeting of August 30, 2013, the Board of Directors set up a Compensation

and Appointments Committee consisting of three members:

• Valérie Hortefeux, Chairperson;

• Jean-Louis Milin, Committee member;

• Martine Studer, Committee member;

appointed for the duration of their respective terms of offi ce as directors.

The bylaws of the Compensation and Appointments Committee, setting out the

Committee’s remit and methods of operation, were approved by the Board of

Directors at its meeting of January 7, 2014.

Within the framework of its duties, the Compensation and Appointments

Committee performs the following tasks:

● With regard to choosing and appointing

• presenting the Board of Directors with proposals or recommendations con-

cerning the selection of new directors in accordance with the desired balance

on the Board of Directors in terms of changes in the shareholders and gender

balance on the Board of Directors;

• presenting the Board of Directors with its recommendations concerning the

renewal of the terms of offi ce of members;

• organizing a procedure designed to choose the future independent directors

and assessing the profi les of the candidates presented;

• preparing a succession plan for executive company offi cers in order to be able

to put forward to the Board succession solutions in the event that an unfore-

seen vacancy should arise;

• reconsidering, each year, the status of independent directors;

• assisting the Board of Directors with the task of conducting its own

assessment.

● With regard to compensation

• making proposals and issuing opinions concerning the overall amount and the

distribution of directors’ fees paid by the company to the members of the

Board of Directors;

• making all proposals to the Board of Directors concerning fi xed and variable

compensation, and all contributions in kind for executive company offi cers,

taking into account the principles of thoroughness, balance, benchmarking,

consistency, comprehension and measure stated by the Afep-Medef Code;

• discussing a general policy for the granting of share and performance options

and formulating proposals on their award to executive company offi cers;

• undertaking an in-depth analysis with regard to implementing the procedure

for regulated agreements when entering into a non-competition agreement;

• making a decision concerning any supplementary retirement schemes that

might be put in place by the company;

• collaborating on the draft ing of the section of the annual report dedicated to

informing the shareholders with regard to the compensation received by the

company offi cers.

In 2016, the Compensation and Appointments Committee met twice.

At its meeting of March 21, 2016 (attendance rate: 67%), the Compensation

and Appointments Committee considered the following points:

• composition of the Board of Directors;

• proposed candidates for Board membership or opportunity to make

reappointments;

• presentation of the specifi c sections dedicated to informing shareholders with

regard to the compensation received by the executive company offi cers.

At its meeting of August 30, 2016 (attendance rate: 100%), the committee con-


• assessment of the Board of Directors;

• review of rules governing the breakdown of directors’ fees.

COMPENSATION OF COMPANY OFFICERS

The company has not introduced “golden parachutes” or awarded additional

pension schemes to its company offi cers. The Ordinary General Meeting held on

September 23, 2013 set the overall amount of directors’ fees to be allocated by

the Board to its members at 80,000 euros, it being specifi ed that this amount will

remain fi xed until any further resolution of the General Meeting.

The Board meeting of September 1, 2016 decided to allocate the directors’ fees

for the 2016 fi scal year between the directors without an employment contract

in Bolloré Group and non-company offi cers, on a prorated basis according to the

period during which they exercised their functions.


II. CORPORATE GOVERNANCE INFORMATION

At its meeting of March 23, 2017, Blue Solutions’s Board of Directors was called upon to consider the new provisions of the Afep-Medef Code of Corporate Governance

for listed companies, as revised in November 2016, and confi rmed that the company would continue to refer to this Code.

This Code of Corporate Governance may be viewed online at eng.medef.com. The following Code provisions continue to be set aside:

Recommendations

of the Afep-Medef Code set aside Blue Solutions practices – Reasons given

Criteria of independence

of the directors

Afep-Medef takes the view that a director

is not independent if he or she has held

offi ce for more than twelve years.

The length of service criterion of twelve years is set aside since the term of a director’s duties does not as such call

his or her independence into question.

Irrespective of the term of the director’s duties, the Board values the personal qualities, experience, and industrial

and fi nancial expertise enabling the director to give useful opinions and advice through exchanges in which each

director can express his or her position.

Moreover, it shouldn’t be forgotten that the length of service improves understanding of the Group, its history

and its diff erent jobs within a Group comprising many very technical jobs on an international scale.

The perfect understanding of the Group by a director through his length of service is a major asset, particularly

when examining the strategic direction of the Group, or the implementation of complex projects and/or

cross-cutting projects within the Group. A length of service of twelve years could in no way be associated with a

loss of independence.

Acting as a director in another company

within the Group does not call a

director’s independence into question.

Acting as a director in another company within the Group does not call a director’s independence into question.

The Board feels that Bolloré Group, controlled by the founding family, is unusual in that it is diversifi ed across a

number of businesses, with operations in France and abroad.

One of the Group’s strategic directions is to optimize and develop synergies between its various businesses.

In order to implement this strategy, it is necessary to have high-level managerial expertise combined with

in-depth knowledge of all the Group’s businesses and understanding of any geopolitical issues critical to the

international operations.

The appointment of certain directors to a number of Group companies refl ects the Group’s focus on taking

advantage of the expertise of men and women who not only fully understand the businesses but also contribute

to the Group’s results.

However, as far as Blue Solutions is concerned, the Board considers that acting as a director in Bolloré prevents

said director from being described as independent in the company. In addition, directors holding offi ce in a parent

company as well as in one of its subsidiaries are invited to abstain from taking part in decisions made by the

Board of Directors of the parent company in the event of a confl ict of interest between the parent company

and the subsidiary.

III. TERMS OF ATTENDANCE OF SHAREHOLDERS

AT GENERAL MEETINGS

In accordance with the provisions of article 16 of the articles of association, all

shareholders are entitled to attend general meetings and to participate in the

deliberations, personally or by proxy, regardless of the number of shares that

they possess, by simply presenting identification and completing the legal

formalities.

Any shareholder may vote by post in accordance with the legal and regulatory

conditions.

IV. INFORMATION CALLED FOR BY ARTICLE L. 225-100-3

OF THE FRENCH COMPANY LAW (CODE DE COMMERCE)

The information called for by article L. 225-100-3 of the French company law

(Code de commerce) is available in the registration document.

V. DEFINITION AND OBJECTIVES OF RISK MANAGEMENT

AND INTERNAL CONTROL

Blue Solutions’ risk management and internal control are based on the AMF’s

reference framework published in January 2007 and supplemented in 2010.

ORGANIZATION OF INTERNAL CONTROL

In accordance with the AMF’s reference framework defi nition, internal control is

a system within the company, defi ned and implemented under its own responsi-

bility, with the aim of ensuring:

• compliance with legislation and regulations;

• application of instructions given and strategies set by Executive management;

• the proper functioning of the company’s internal processes, particularly those

helping to safeguard its assets;

• reliable fi nancial reporting;

• and, more widely, helping it to manage and carry out its business eff ectively

and use its resources effi ciently.

Under this framework, internal control covers the following elements:

• an organization including a clear defi nition of responsibilities, having adequate

resources and skills and using appropriate information systems, operating

procedures or methods, tools or practices;

• the internal distribution of relevant and reliable information, knowledge of

which enables each person to carry out his or her duties;

• a risk management system intended to list, analyze and tackle the main identi-

fi able risks with regard to the company’s objectives and to ensure that proce-

dures are in place to manage these risks;

• audit activities proportionate to the issues involved in each process and

designed to ensure that all necessary measures are taken to manage risks that

may aff ect the achievement of objectives;

• operation and permanent monitoring of the internal control system and regu-

lar examination to ensure that it is functioning correctly.

As indicated in the frame of reference, however, no matter how well designed

and applied it is, the internal control system cannot absolutely guarantee that

the company will achieve its objectives.


The following description of the internal control system was created from the

frame of reference devised by the working group conducted under the aegis of

the AMF, supplemented by its application guide.

The principles and key points contained in this guide are followed where they are

applicable.

GENERAL CONTEXT OF INTERNAL CONTROL: A CONTROL SYSTEM ADAPTED TO THE SPECIFIC NATURE OF THE ORGANIZATION OF BLUE SOLUTIONS

Blue Solutions’s internal control system is based on the following principles:

Separation of functions

In order to guarantee the independence of the control function, the Operational

and Finance Departments have been systematically separated at every level

within Blue Solutions. The Finance Department is responsible for ensuring that

fi nancial information is complete and reliable. All this information is regularly

forwarded to Executive management and the central departments (human

resources, legal, fi nance, etc.).

Considerable management independence

Blue Solutions is responsible for:

• specifying and implementing an internal control system suited to its specifi c

situation and features;

• optimizing their operational and fi nancial performance levels;

• safeguarding their own assets;

• managing their own risks.

Joint support and audits of all Group companies

The Group establishes a reference set of accounting, fi nancial and control proce-

dures that must be followed, which can be accessed directly via the intranet.

In addition, the Bolloré Group’s Internal Audit Department regularly assesses the

control system in place in each entity and makes the most appropriate proposals

for their development.

Human resources policy favoring a good internal control

environment

The human resources policy contributes to the enhancement of an effective

internal control environment as a result of job descriptions and an appraisal

system based particularly on annual reviews and regular training programs.

THE INTERNAL DISTRIBUTION OF RELEVANT INFORMATION

COMPLIANCE WITH LEGISLATION AND REGULATIONS

Blue Solutions’ operating departments enable it:

• to keep abreast of the various regulations and legislation that apply to it;

• to be advised, in good time, of any changes to them;

• to incorporate these provisions into its internal procedures;

• to keep its staff informed and properly trained to comply with the rules and

legislation concerning them.

APPLICATION OF INSTRUCTIONS GIVEN AND STRATEGIES SET BY EXECUTIVE MANAGEMENT

Executive management sets the Group’s targets and overall directions, ensuring

that all staff are informed of them.

In this respect, the budgetary process constitutes a commitment with respect to

the Group’s Executive management:

• during the fourth quarter of the year, a budget is prepared on the basis of the

strategic direction set by Executive management. The budget gives a break-

down of forecast profits and cash flow, as well as the main indicators for

measuring operational performance levels;

• once approved by Executive management, this budget, broken down by month,

serves as the reference point for budgetary control at Bolloré Group level. An

analysis of the differences between this projected budget and the monthly

result is conducted every month during the Results Committee meetings

attended by Blue Solutions and Bolloré Group.

PROPER FUNCTIONING OF THE COMPANY’S INTERNAL PROCESSES, PARTICULARLY THOSE HELPING TO SAFEGUARD ITS ASSETS

The Information Systems Department has introduced safety and security proce-

dures for ensuring the quality and security of the Group’s operations, even in the

event of major diffi culties.

The process of monitoring all capital expenditure, conducted jointly by Bolloré

Group purchasing, management control and insurance departments, contributes

to close monitoring of the Blue Solutions’ tangible assets and safeguarding their

value in use through appropriate insurance cover.

Moreover, client accounts are subject to monthly reporting to the Bolloré Group

Finance Department, which is responsible for listing the main client default risks

and taking remedial action.

Blue Solutions’ cash monitoring is ensured by:

• daily monitoring of cash performance forwarded to Bolloré Group;

• monthly updates to the Group’s cash fl ow forecasts;

• optimization of exchange rate and interest rate risks (reviewed by the Bolloré

Group Risk Committee, which meets quarterly under the authority of the

Finance Department);

• the availability of short-, medium- or long-term credit from fi nancial partners.

RELIABLE FINANCIAL REPORTING

Procedure for preparing the consolidated financial statements

The consolidated financial statements are prepared every half-year; they are

verifi ed by the Statutory Auditors in a limited examination at June 30 and a full

audit at December 31, covering the separate fi nancial statements and the con-

solidated fi nancial statements of all entities within the consolidation scope.

They are published once they have been approved by the Board of Directors. Blue

Solutions relies on the following elements for consolidating its financial

statements:

• Bolloré Group’s consolidation department, which ensures the standardization

and monitoring of bookkeeping in all companies within the parent company’s

consolidation scope;

• strict adherence to accounting standards linked to the consolidation

operations;

• the use of a recognized IT tool, developed in 2005 to keep the Group abreast of

new information transmission technology and to guarantee secure procedures

for reporting information and standardized presentation of the accounting

aggregates;

• decentralization of a portion of the consolidation restatements at operational

division or company level, allowing the accounting treatment to be positioned

as closely as possible to the operational fl ows.

Financial reporting process

Blue Solutions’ cash management and management control functions are

supervised by those of Bolloré Group, which are tasked with monitoring informa-

tion and monthly fi nancial indicators, in particular the income statement and

monitoring net debt.

The fi nancial reporting details are validated by the Executive management and

forwarded by its Finance Department.

The fi gures are submitted in a standardized format that complies with the rules

and standards for consolidation, making it easier to crosscheck against the items

in the half-yearly and annual consolidated fi nancial statements. Specifi c reports

for each of these are forwarded to Blue Solutions’ Executive management.

The monthly fi nancial reports are supplemented by budget reviews throughout

the year, which updates the year’s targets in accordance with the latest fi gures.

Risk management systems

In accordance with the AMF’s reference framework defi nition, risk management

is a dynamic system, defi ned and implemented under the company’s responsi-

bility, which assists the company to:

• create and preserve the company’s value, assets and reputation;

• secure decision-making and corporate processes to facilitate the achievement

of company objectives;

• promote consistency between the company’s actions and its values;

• unite company employees behind a shared vision of the main risks.


Under this framework, risk management covers the following elements:

• an organizational framework that defines roles and responsibilities, a risk

management policy and an information system that allows risk information to

be disseminated internally;

• a three-stage risk management process: risk identifi cation, risk analysis and

risk management;

• continuous supervision of the risk management system with regular monitor-

ing and review.

CONTROL ACTIVITIES RELATED TO THESE RISKS

RISK MANAGEMENT

The Blue Solutions Legal Department and the Bolloré Group Legal and Insurance

Departments provide assistance in all major disputes, as well as on every draft

contract of major fi nancial signifi cance. Finally, risk management methods are

subject to regular in-depth reviews by the Bolloré Group Risk Committee.

The main risks to which Blue Solutions is subject are set out in the “Risk factors”

section of the registration document.

Risk management is organized in the following main categories:

Main risks concerning Blue Solutions

Certain fi nancial risks are liable to impact Blue Solutions’ overall earnings:

Risks related to the technology choices and business of Blue SolutionsBlue Solutions makes sizable capital expenditure in electricity storage, the main

technological challenge being to make LMP® (Lithium Metal Polymer) technology

a benchmark technology for both electric vehicles and stationary batteries for

electricity storage. Even though it is extremely confi dent about the prospects

off ered by these new activities, Blue Solutions remains prudent given the techno-

logical risks that such capital expenditure may present and other existing or

future technologies that may prove more effi cient. Moreover, this risk is directly

addressed by the Executive management of Blue Solutions and Bolloré Group

during monthly Board meetings.

In addition, Blue Solutions’ activities and its applications via Blue Applications

may be impacted by the following factors:

• the directions determined by public policies;

• the competitiveness of electrical energy compared with traditional fossil

energy (oil and gas) or alternative technologies (LPG and biofuels);

• the acceptance by the market of the technologies developed;

• problems that might occur in the automotive industry;

• its ability to establish and maintain partnerships with automotive industry

players;

• its ability to keep pace with the growth in demand for electric batteries.

Lastly, as it is in the development phase, Blue Solutions may also suff er addi-

tional losses not currently anticipated for a certain number of reasons, including

the above-mentioned risks.

Risks related to the industrial activities and the organization of Blue SolutionsDue to the complex technology of the batteries made by Blue Solutions and their

applications, and being at a stage where it is still learning about these technolo-

gies and discovering potential problems which could relate to the quality of its

products, Blue Solutions might experience unexpected quality problems, due in

particular to electronics. The latter might also lead to the impossibility of satisfy-

ing its clients’ demands in terms of the quality of products and its aft er-sales

service, which could be harmful to its brand image and reputation. Nevertheless,

Blue Solutions has developed processes in order to anticipate the technological

deficiencies of its products or, if necessary, to deal with product returns and

implement the required corrective measures.

In addition, Blue Solutions is heavily dependent on external suppliers for the

provision of raw materials and key components and, in the event that the tech-

nology used in these batteries proves successful in transportation and other

applications, access to these components under satisfactory economic condi-

tions could be restricted. However, Blue Solutions has developed partnerships

with a number of industry players in order to limit this risk and ensure the supply

of the product quantities required to manufacture its batteries.

Lastly, the success of the activities of Blue Solutions is based in particular on the

provision of batteries manufactured in two plants in France and Canada and on

the skills of certain key employees. The inability to maintain and develop its

production capacity, as well as the loss of knowledge linked to the departure of

key personnel, could limit the growth of Blue Solutions. Nevertheless, Blue

Solutions believes that it has implemented adequate actions to off set these risks

(signifi cant investment and an attractive compensation and training policy).

Risks related to organizing relations between Blue Solutions and Blue Applications and to relations with the Bolloré GroupAll the batteries made by Blue Solutions are currently distributed to Blue

Applications, with Blue Solutions therefore directly exposed to the risks faced by

Blue Applications and heavily dependent on the ability of Blue Applications to

ensure the development and marketing of its storage applications. However,

concluding partnership negotiations in the area of mobility with automotive

industry players, and/or a refocusing, partial or whole, of the Blue Solutions

commercial strategy toward players in the stationary market other than Blue

Applications, could reduce this dependence in the future.

Furthermore, Bolloré Group controls Blue Solutions and all the decisions made

by its management; this situation could lead to confl icts of interest. In particular,

Bolloré Group exercises considerable infl uence on the opportunity to exercise the

sale option agreements concerning the Blue Applications entities. However, the

risk of confl icts of interest during the exercise of the promises is reduced by the

inclusion of specifi c stipulations in the sale option agreements providing for:

• the price at which each sale option agreement will be exercised will be deter-

mined by an independent expert;

• the Blue Solutions’ bylaws require its CEO to issue, in 2017 and 2018 (at the

Board meetings approving the fi nancial statements for fi scal years 2016 and

2017), a recommendation on the interest for the company of exercising these

options;

• exercising them and any modifi cations to the sale option agreements will be

subject to the approval procedure of the regulated agreements;

• for each sale option agreement, if Blue Solutions has not exercised said sale

option agreement by June 30, 2018, and the shares are assigned or transferred

to a third party by the agreeing party within eighteen months following this

date, Blue Solutions will be entitled to receive the gain that it would have made

if it had exercised said sale option agreement and then made the sale itself.

● Stock options within the Blue Applications scope of consolidation

Thus, under these circumstances, on March 23, 2017 the Blue Solutions Board of

Directors reviewed the company’s situation and the outlook for the next few

years. Electricity storage using batteries is now universally recognized as a large

segment. However, there is more competition, and Blue Solutions would like to

give itself more time to develop the benefi ts of its LMP® (Lithium Metal Polymer)

technology. This technology has achieved several commercial successes in

mobility (Autolib’ car-sharing projects in Singapore, London and Los Angeles, and

electric buses) and also holds great promise in stationary applications. However,

the parallel development of competitors in lithium-ion products, with high vol-

umes and low prices, has required a revision of sales volumes and prices for Blue

Solutions batteries. This has led the company’s Board to take the following

positions:

• Not to exercise the options

Under these circumstances, upon a proposal by the Chief Executive Offi cer and

based on a valuation done by an outside expert, the Blue Solutions Board of

Directors decided not to exercise the purchase options it held on Blue

Applications until they mature, which will be on June 30, 2018. It was the Board’s

view that the investments that remain to be made in Blue Applications are still

very signifi cant, and they preferred to focus Blue Solutions’ eff orts on improving

its technology.

• To start negotiations between Blue Solutions and Bolloré

The boards of directors of Blue Solutions and Bolloré decided to meet to work

together towards the following objectives:

– establish a new window for exercising the options,

– revise the terms of the battery procurement contract, as the contract provides,

and

– write a new agreement for the fi nancing of Blue Solutions by Bolloré, since the

preceding one ended in June 2016,

– Blue Solutions and Bolloré will issue a press release concerning the outcome of

these negotiations.


In this connection, Bolloré proposed the following transaction:

• A 17 euro bid by Bolloré to Blue Solutions shareholders

Bolloré, which made an initial public off ering of Blue Solutions in late 2013 at

14.50 euros per share, while remaining confi dent on the outlook for LMP® tech-

nology but wishing to maintain a reasonable pace of development and to con-

tinue investing for the long term, will offer those shareholders who wish to

relinquish their equity an early opportunity to sell their Blue Solutions stock at

17 euros per share. To this end, a draft tender off er will be submitted to the AMF

before the end of the fi rst half of 2017, once the aforementioned negotiations

are complete and an independent expert appointed to assess the fairness of the

off ering. Bolloré has already stated that it does not intend to apply a mandatory

exit at the end of this bid.

Shareholders who decide not to accept the tender off er but to remain invested in

Blue Solutions will be given a second exit window aft er the publication of the

2019 fi nancial statements. Under these terms, if the average market price of Blue

Solutions stock during a benchmark period turns out to be less than 17 euros,

Bolloré will make a new tender off er on the same pricing terms as the fi rst. This

undertaking will be described in the prospectus of the fi rst tender off er.

The objectives of these two operations 3.5 years aft er the IPO of 11% of its equity

are to:

– give shareholders who so desire a chance to sell their shares,

– allow shareholders who wish to stay with Blue Solutions in its investments to

have a subsequent exit guaranteed while receiving any appreciation in the

share value in the future.

Legal risksBlue Solutions depends to a large extent on its intellectual property rights and

know-how and their protection. However, Blue Solutions has had an active policy

of protecting its intellectual property rights and know-how in place for many

years.

In addition, Blue Solutions may be exposed to the following legal risks:

• being held liable in respect of product defects inherent in the development,

manufacturing, marketing and sale of said products;

• non-compliance with restrictive regulations and standards concerning the

environment, health and safety;

• all risks inherent in the international development of Blue Solutions (fi scal,

monetary, regulatory, political, economic, etc.).

Blue Solutions, supported by the Bolloré Group Legal Department, makes every

possible eff ort to limit these risks.

Financial risks

Credit and/or counterparty riskAs the major part of its turnover is generated with Blue Applications, Blue

Solutions considers that it is not exposed to this risk.

Currency riskAlthough its risk in this area is small, Blue Solutions uses the foreign exchange

management system centralized at the Bolloré Group level.

Liquidity riskSince Blue Solutions receives fi nancing under a cash management agreement

with Bolloré SA, the Blue Solutions Board of Directors voted on March 23, 2017 to

undertake negotiations with the Board of Directors of Bolloré to write a new

contract for Bolloré’s financing of Blue Solutions, replacing the arrangement

ended in June 2016. Blue Solutions considers that Bolloré Group has suffi cient

liquidity to ensure fi nancing for the coming years.

Interest rate riskThe Blue Solutions debt is wholly at a variable rate, nevertheless the impact of a

change in the interest rate would only have a limited impact on interest expense.

In addition, the procedures for hedging interest rate risks are decided by the

Bolloré Group Executive management.

Raw materials riskThe main raw materials are lithium salts, lithium, lithium iron phosphate and

polymers. Blue Solutions believes that, given the quantities available and price

movements, there is no raw materials risk and has not carried out any sensitivity

analysis, in view of the above position. Given the share represented by each raw

material and component in its operating expenses, Blue Solutions has not put in

place any measures for this risk or any hedging measures for said risk.

RISK MAPPING

As a subsidiary of Bolloré SA, Blue Solutions complies with the procedures put in

place by Bolloré SA. Evaluating and controlling the risks inherent in the activities

are among the Bolloré Group’s central concerns, but Blue Solutions nevertheless

directly manages the operational risks it faces. The existence of a soft ware sys-

tem allows active and regular monitoring of the risks aff ecting all Bolloré Group

functions. Identifi ed risks are the subject of a series of measures detailed in the

action plans drawn up by the various “owners” of risks who are appointed within

each Bolloré Group division, the objective being to control the exposure to these

risks and therefore to reduce them. The updating of consolidated risk mapping is

validated every quarter by the Bolloré Group Risk Committee.

OPERATION AND MONITORING OF THE INTERNAL CONTROL SYSTEM

THE MAIN PARTICIPANTS IN INTERNAL CONTROL AND THEIR TASKS

The arrangements for exercising internal control are implemented by:

The Board of Directors

The Board of Directors examines the company’s strategy and approaches, as

proposed by Executive management, ensures that they are implemented, sets

operational targets, adjusts resources and carries out monitoring and audits as it

deems appropriate. It also monitors the eff ectiveness of the internal audit and

risk management systems as determined and implemented by Executive man-

agement. If need be, the Board can use its own general powers to undertake such

actions and verifi cation work as it sees fi t. All offi cers receive all the information

needed to carry out their assignments and may request any documents they

consider useful.

The Executive management

Executive management is responsible for specifying, implementing and monitor-

ing suitable and eff ective internal control and risk management systems. In the

event of any defi ciency in the systems, it ensures that the necessary remedial

measures are taken.

The Monthly Results Committee

Blue Solutions submits a monthly report to Executive management and the

Bolloré Group’s Executive management and central departments detailing the

operational and fi nancial indicators for its business as well as an analysis of their

movement with reference to the targets approved by Executive management.

The Audit Committee

The committee’s role and remit are set out in the section

“Composition of the Board of Directors and conditions for the preparation and

organization of its work”.

The Risk Committee

Blue Solutions does not have its own Risk Committee. However, a regular and

in-depth review of the procedures for managing the risks inherent to Blue

Solutions is conducted by the Bolloré Group Risk Committee.

The Bolloré Group Internal Audit

Blue Solutions does not have an Internal Audit Department but is supported by

that of Bolloré Group.


The Bolloré Group Internal Audit department work is based on an annual plan

put together with the help of the divisions and Executive management, founded

on an assessment of the risks aff ecting each subsidiary and a cyclical audit for

the whole Group. This program includes systematic reviews of the fi nancial and

operational risks, follow-up assignments and application of the recommenda-

tions made, as well as more targeted interventions depending on the needs

expressed by the divisions or Bolloré Group Executive management. As a fi rst

priority, it aims to cover the most sensitive risks and review the other major risks

in the medium term for all Bolloré Group entities. The auditors receive internal

training in the divisional business specialties so that they can better understand

the operational particularities of each one.

It is the audit department’s responsibility to assess the functioning of the inter-

nal control system and to make any recommendations for its improvement

within the scope of its responsibility. Audit reports are sent to the companies

audited, to the divisions to which they are attached, and to the Bolloré Group’s

Finance Department and Executive management.

THE STATUTORY AUDITORS

In accordance with their appointment to review and certify the fi nancial state-

ments, and in accordance with their professional standards, the Statutory

Auditors acquaint themselves with the accounting and internal control systems.

They accordingly carry out interim investigations assessing the operational

methods used in the various audit cycles that have been decided upon. They

guarantee the proper application of generally accepted accounting principles,

with the aim of producing accurate and precise information. They submit a half-

year summary of the conclusions of their work to the Finance Department, the

Group’s Executive management, and the Audit Committee.

The Group financial statements are certified jointly by Constantin Associés

(re-appointed by the Ordinary General Meeting of June 3, 2016), represented by

Jean Paul Séguret, and AEG Finances (appointed by the Ordinary General Meeting

of June 14, 2013), represented by Jean-François Baloteaud.

VI. CONTINUOUS STRENGTHENING OF INTERNAL

CONTROL AND RISK MANAGEMENT SYSTEMS

Blue Solutions has already implemented internal control procedures within the

framework of Bolloré Group, covering Bolloré SA and its consolidated subsidiar-

ies. As part of its approach to continued improvement, the Bolloré Group strives

to improve the organization of its internal control and risk management systems,

while maintaining reactive structures, both at holding company level and divi-

sional level. As a subsidiary of this Group, Blue Solutions is fully committed to

this approach.

Accordingly, several actions for strengthening the internal control system have

been initiated, conducted or continued.

ETHICAL MEASURES

All fi nalized ethical measures implemented in the Bolloré Group are also applied

in Blue Solutions.

The Code of Ethics drawn up in 2000 has been reviewed in order to take into

account new legal provisions and the Bolloré Group’s commitments. This Code is

distributed to all staff by the Bolloré Group Human Resources Department.

The Ethics Committee met twice during the year; it validated all the ethical codes

and systems implemented within the entities. No failings have been reported

using the notifi cation.

Detailed information on all our ethics and compliance practices is widely com-

municated to clients and prospective clients upon request.

INSIDER LIST

Blue Solutions regularly updates the list of people with access to inside informa-

tion, which, if made public, would be liable to have a signifi cant eff ect on the

price of the Group’s fi nancial instruments.

These individuals (employees, directors or third parties in a close professional

relationship with the company) have all been notified of the ban on using or

disclosing such price-sensitive information with a view to any purchase or sale of

these instruments.

The appendix to the Bolloré Group’s Code of Ethics, which defi nes the periods

during which employees must refrain from conducting transactions involving

listed shares of Group companies, has been amended to take into account AMF

recommendation no. 2010-07 of November 3, 2010, relating to the prevention of

breaches by insiders for which senior managers of listed companies may be held

liable.

Following the July 3, 2016 eff ective date of European Regulation no. 596/2014 on

market abuses (known as the MAR Regulation) and the publication on

October 26, 2016 of the AMF Guide on Continual Disclosures and the

Management of Privileged Information, new specific procedures have been

implemented.

ADMINISTRATIVE AND FINANCIAL PROCEDURES MANUAL

The main fi nancial procedures, but also the main administrative and legal proce-

dures, have been compiled in an intranet manual so as to enable the standards

identifi ed by the Bolloré Group to be disseminated and managed.

RISK MAPPING

Monitoring action plans and risk updating using a soft ware package continued at

Bolloré Group level in 2016.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Decree no. 2012-557 of April 24, 2012, on

the obligations of social and environmental transparency related to application

of law no. 2010-788 of July 12, 2010 (known as the Grenelle II law) and the AMF

recommendations on information to be published by companies concerning

social and environmental responsibility, Blue Solutions revised its reporting pro-

tocol and drew up a table of signifi cant indicators regarding its activities.

The principles on which this protocol is based are in line with, in particular, the

Global Reporting Initiative (GRI), IFRS guidelines and ISO 26000. This protocol is

distributed to and applied in its subsidiary, Blue Solutions Canada, which collects

its non-fi nancial data and transmits it to Blue Solutions. This must be reviewed

every year and the conditions for the collection and verifi cation of data must be

defi ned.

The entities examined correspond to those included in the fi nancial scope.

The annual questionnaires relating to the CSR strategy have been defi ned, com-

pleted and broadly distributed to local teams to maximize feedback on initiatives

conducted internationally.

This registration document presents the Group’s strategic drivers and Blue

Solutions’ major social, environmental and societal commitments. This year, the

broader issues of CSR commitments and initiatives in relation to Electricity stor-

age and solutions are presented in the CSR report. The two documents will

cross-reference one another.

Following the initial audit conducted in 2014 by the Statutory Auditors on

non-fi nancial information, the Group’s set of indicators and some defi nitions

were made more specifi c. Indicators were deployed internationally.

The Statutory Auditors verifi ed that the areas for improvement defi ned in 2014

had been taken into consideration for the collection of data in 2015 and 2016.

As in the previous year, they provided a certificate of the presence of the

42 indicators required by the Grenelle II law and in the Group reporting issued a

reasoned opinion on the transparency of the information that they specifi cally

audited.

March 23, 2017

The Chairman

Vincent Bolloré



Statutory Auditors’ report , prepared in accordance with article L. 225-235 of the French company law (Code de commerce) on the report prepared by the Chairman of the Board of Directors of the company


This is a free translation into English of the Statutory Auditors’ report issued in

French prepared in accordance with article L. 225-235 of French company law

(Code de commerce) on the report prepared by the Chairman of the Board of

Directors on the internal control and risk management procedures relating to the

preparation and processing of accounting and financial information issued in

French and is provided solely for the convenience of English-speaking users. This

report should be read in conjunction and construed in accordance with French law

and the relevant professional standards applicable in France.


In our capacity as Statutory Auditors of Blue Solutions and in accordance with

article L. 225-235 of the French company law (Code de commerce), we hereby

report on the report prepared by the Chairman of your company in accordance

with article L. 225-37 of the French company law (Code de commerce) for the year

ended December 31, 2016.

It is the Chairman’s responsibility to prepare, and submit to the Board of

Directors for approval, a report on the internal control and risk management

procedures implemented by the company and containing the other disclosures

required by article L. 225-37 of the French company law (Code de commerce),

particularly in terms of corporate governance.

It is our responsibility:

• to report to you on the information contained in the Chairman’s report in

respect of the internal control and risk management procedures relating to the

preparation and processing of the accounting and fi nancial information;

• to attest that this report contains the other disclosures required by article

L. 225-37 of French company law (Code de commerce), it being specifi ed that

we are not responsible for verifying the fairness of these disclosures.

We conducted our work in accordance with professional standards applicable in

France.

INFORMATION CONCERNING THE INTERNAL CONTROL

AND RISK MANAGEMENT PROCEDURES RELATING

TO THE PREPARATION AND PROCESSING OF FINANCIAL

AND ACCOUNTING INFORMATION

The professional standards require that we perform the necessary procedures to

assess the fairness of the information provided in the Chairman’s report in

respect of the internal control and risk management procedures relating to the

preparation and processing of the accounting and fi nancial information. These

procedures consisted mainly in:

• obtaining an understanding of the internal control and risk management pro-

cedures relating to the preparation and processing of the accounting and

fi nancial information on which the information presented in the Chairman’s

report is based and the existing documentation;

• obtaining an understanding of the work involved in the preparation of this

information and the existing documentation;

• determining if any signifi cant weaknesses in the internal control procedures

relating to the preparation and processing of the accounting and financial

information that we would have noted in the course of our engagement are

properly disclosed in the Chairman’s report.

On the basis of our work, we have nothing to report on the information in respect

of the company’s internal control and risk management procedures relating to

the preparation and processing of accounting and fi nancial information con-

tained in the report prepared by the Chairman of the Board in accordance with

article L. 225-37 of French company law (Code de commerce).

OTHER INFORMATION

We hereby attest that the Chairman’s report includes the other disclosures

required by article L. 225-37 of French company law (Code de commerce).





Member of Member of



178 BLUE SOLUTIONS

Statutory Auditors’ special report

Statutory Auditors’ special report on regulated agreements and commitments

Shareholders’ Meeting held to approve the fi nancial statements for the year ending December 31, 2016

This is a free translation into English of the Statutory Auditors’ special report on

regulated agreements and commitments issued in French and is provided solely for

the convenience of English-speaking readers. This report should be read in conjunc-

tion with, and construed in accordance with, French law and professional auditing

standards applicable in France. It should be understood that the agreements and

commitments reported on are only those provided by the French company law

(Code de commerce) and that the report does not apply to related party agree-

ments described in IAS 24 or other equivalent accounting standards.


In our capacity as Statutory Auditors of your company, we hereby report to you

on regulated agreements and commitments.

The terms of our engagement require us to communicate to you, based on

information provided to us, the principal terms and conditions of those agree-

ments and commitments brought to our attention or which we may have discov-

ered during the course of our audit, without expressing an opinion on their

usefulness and appropriateness or identifying such other agreements and com-

mitments, if any. It is your responsibility, pursuant to article R. 225-31 of the

French company law (Code de commerce), to assess the interest involved in

respect of the conclusion of these agreements and commitments for the pur-

pose of approving them.

Our role is also to provide you with the information stipulated in article R. 225-31

of the French company law (Code de commerce) relating to the implementation

during the past year of agreements and commitments previously approved by

the Shareholders’ Meeting, if any.

We conducted the procedures we deemed necessary in accordance with the

professional guidelines of the French National Institute of Statutory Auditors

(Compagnie nationale des commissaires aux comptes) relating to this engage-

ment. These procedures consisted in agreeing the information provided to us

with the relevant source documents.

AGREEMENTS AND COMMITMENTS SUBMITTED

FOR APPROVAL BY THE SHAREHOLDERS’ MEETING

AGREEMENTS AND COMMITMENTS AUTHORIZED DURING THE YEAR

We hereby inform you that we have not been advised of any agreement or com-

mitment authorized during the year to be submitted to the approval of the

Shareholders’ Meeting pursuant to article L. 225-28 of the French company law

(Code de commerce).

AGREEMENTS AND COMMITMENTS PREVIOUSLY

APPROVED BY THE SHAREHOLDERS’ MEETING

AGREEMENTS AND COMMITMENTS APPROVED IN PREVIOUS FINANCIAL YEARS OF WHICH IMPLEMENTATION CONTINUED DURING THE PREVIOUS FINANCIAL YEAR

Pursuant to article R. 225-30 of the French company law (Code de commerce), we

were informed that implementation of the following agreements and commit-

ments, approved by the Shareholders’ Meeting during previous fi nancial years

continued during the previous fi nancial year.

With the company BolloréDirector concerned:

Vincent Bolloré.

Agreement dated June 1, 2006 for leasing premises located at Odet with the company Bolloré

Nature and purpose

On June 1, 2006, the company concluded an agreement according to which the

company Bolloré leased its premises located in Odet – Ergué-Gabéric, necessary

for installation of a supercapacity pilot unit, for use in part as offi ces and in part

for industrial purposes.

Conditions

The lease was concluded for a term of three, six, nine years from January 1, 2006.

The leasing costs for the 2016 financial year were 44,807.47 euros ex-tax but

inclusive of charges.

Agreement for rebilling construction and maintenance costs for an electric transformer substation

Nature and purpose

The electric transformer substation, the subject of the works contract transferred

to Bolloré in the 2013 fi nancial year, was intended to supply both Bolloré and

Blue Solutions facilities.

Consequently, the Board of Directors’ Meeting of April 16, 2013 authorized con-

clusion of an agreement according to which the following will be rebilled by

Bolloré to Blue Solutions the construction costs for the transformer substation

and dismantling the old substation as well as the maintenance costs rebilled “at

cost”.

Conditions

In respect of the 2016 financial year, the rebilling of the company Bolloré

amounts to 79,683.33 euros ex-tax.

Agreement for waiver of debt with clause of return to profi ts

Nature and purpose

The Board of Directors’ Meeting of April 29, 2009 authorized the agreement for

waiver of debt with provision of return to profi ts that had been granted by the

company Bolloré and pursuant to which the latter was to waive the current

account of 37,475,897 euros that it held in its books against its subsidiary, but

subject to reimbursement thereof in case of the return to profi tability.

The conditions for triggering the clause of return to profits were met as of

December 31, 2016.

Conditions

Blue Solutions reimbursed an amount of 282,102.04 euros in the 2016 fi nancial

year.





Member of Member of




Agenda of the Ordinary General Meeting of June 1, 2017• Management repo rt of the Board of Directors – Report of the Chairman on

internal control – Reports of the Statutory Auditors – Presentation and

approval of the consolidated financial statements of the Group as at

December 31, 2016 and reading of the report of the Statutory Auditors on the

consolidated fi nancial statements.

• Approval of the report of the Board of Directors and the fi nancial statements

for the year ended December 31, 2016 and reading of the report of the

Statutory Auditors on the fi nancial statements; discharge of directors.

• Allocation of earnings.

• Approval of regulated agreements and commitments.

• Renewal of the term of offi ce of a director.

• Setting the amount of directors’ fees.

• Opinion on the elements of compensation due or granted to Vincent Bolloré,

Chairman of the Board of Directors, in respect of the 2016 fi scal year.

• Opinion on the elements of compensation due or granted to Gilles Alix, Chief

Executive Offi cer, in respect of the 2016 fi scal year.

• Powers to be given.

Presentation of the resolutions put to the Ordinary General MeetingAPPROVAL OF THE FINANCIAL STATEMENTS AND ALLOCATION OF EARNINGS

The purpose of the fi rst resolution is to approve the Blue Solutions fi nancial

statements for the 2016 fi scal year showing a profi t of 7,897,163.40 euros, as well

as the non-tax deductible expenses and charges for determining the amount of

corporation tax which total 9,719 euros.

The second resolution asks you to approve the 2016 consolidated financial

statements showing consolidated net Group share of –80 thousand euros.

The purpose of the third resolution is to propose to proceed with appropriation

of the income for the 2016 fi scal year to the “Amount carried forward” account.

APPROVAL OF REGULATED AGREEMENTS AND COMMITMENTS

The purpose of the fourth resolution is to ask you to note, aft er examining the

special report of the Statutory Auditors on regulated agreements and commit-

ments, that no new agreements were entered into in 2016.

RENEWAL OF THE TERM OF OFFICE OF A DIRECTOR

The purpose of the fi ft h resolution is to ask you to reappoint Sébastien Bolloré

as director for the three-year period set by the articles of association, i.e. until the

General Meeting called to approve the fi nancial statements for the year ending

December 31, 2019.

SETTING THE AMOUNT OF DIRECTORS’ FEES

By voting on the sixth resolution, you are being asked to set the maximum

overall amount of directors’ fees that the Board of Directors can allocate to its

members, at 120,000 euros per fi scal year.

OPINION ON THE COMPENSATION DUE OR GIVEN TO EACH EXECUTIVE COMPANY OFFICER BY ALL GROUP COMPANIES IN RESPECT OF 2016

In accordance with the recommendations of the November 2016 revision of the

Afep-Medef Code (paragraph 26) followed by the company, the Board must dis-

close the compensation paid to executive company officers to the Ordinary

General Meeting. The compensation due or given in respect of the previous year

to each executive company officer is subject to an advisory vote by the

shareholders.

By voting on the seventh and eighth resolutions, you are asked to issue an

opinion on the elements of compensation due or given to each executive com-

pany offi cer by all Group companies in respect of the fi scal year 2016.

The summary table of these items of compensation appears in point 15 of this

registration document.


For Vincent Bolloré, Chairman of the Board of Directors, compensation due or given in respect of 2016,

submitted to the shareholders

(in euros) Amount Comment

Fixed compensation 1,499,000 (1)

Other compensation 950,000 (2)

Annual variable compensation Not applicable (3)

Deferred variable compensation Not applicable (3)

Multi-year variable compensation Not applicable (3)

Extraordinary compensation Not applicable (3)

Stock options, performance shares or any other elements of long-term compensation 950,400 (4)

Directors’ fees 54,610

Benefi ts of any kind 6,528

Severance pay Not applicable (3)

Non-competition indemnity Not applicable (3)

Supplementary retirement scheme Not applicable (3)

(1) Compensation paid by Bolloré Participations, which, under an agreement for Chairman services, invoiced Bolloré a sum corresponding to 75% of the total cost (including contributions),

of the compensation received by Vincent Bolloré. The fi xed compensation of Vincent Bolloré has not changed since 2013.

(2) In 2016, Vincent Bolloré received compensation from Financière du Champ de Mars, Nord-Sumatra Investissements and Plantations des Terres Rouges, non-French companies controlled

by Bolloré, in the form of bonuses. The bonuses represent a percentage of the profi ts allocated as compensation to the directors.

(3) There is no provision in the current scheme for the allocation of such elements of compensation.

(4) Equals 320,000 performance shares granted to Vincent Bolloré by the Board of Directors on September 1, 2016 as authorized by the Extraordinary General Meeting of June 3, 2016.

For Gilles Alix, Chief Executive Officer, compensation due or given in respect of 2016, submitted to the shareholders

(in euros) Amount Comment

Fixed compensation 1,501,300 (1)

Other compensation Not applicable (3)

Annual variable compensation 97,000 (2)

Deferred variable compensation Not applicable (3)

Multi-year variable compensation Not applicable (3)

Extraordinary compensation Not applicable (3)

Stock options, performance shares or any other elements of long-term compensation 950,400 (4)

Directors’ fees 3,544

Benefi ts of any kind 5,475

Severance pay Not applicable (3)

Non-competition indemnity Not applicable (3)

Supplementary retirement scheme Not applicable (3)

(1) Gilles Alix received fi xed compensation as an employee of Bolloré.

(2) In 2016, Gilles Alix, the Group’s Chief Executive Offi cer, received variable compensation of 97,000 euros from Bolloré. This was based 70% on the operating income of the Group and 30%

on external growth transactions. The specifi c level of achievement of this criterion is not made public for reasons of confi dentiality.

(3) There is no provision in the current scheme for the allocation of such elements of compensation.

(4) Equals 320,000 performance shares granted to Gilles Alix by the Board of Directors on September 1, 2016 as authorized by the Extraordinary General Meeting of June 3, 2016.

POWERS TO BE GIVEN

The ninth resolution concerns the granting of powers necessary to carry out the required administrative and legal formalities.


Resolutions presented to the Ordinary General Meeting of June 1, 2017FIRST RESOLUTION(Approval of the fi nancial statements for the 2016 fi scal year)

The General Meeting, having noted the management report of the Board of

Directors and the Chairman’s report on internal control, both of which it approves

in their entirety, and the Statutory Auditors’ report on the fi nancial statements,

approves the fi nancial statements for the fi scal year ended December 31, 2016,

as presented to it, as well as the transactions recorded in these fi nancial state-

ments and summarized in these reports.

In particular, it approves the expenditure covered by article 223 quater of the

French General Tax Code (Code général des impôts) and not deductible for deter-

mining the amount of corporation tax under article 39-4 of the French General

Tax Code, which totals 9,719 euros.

It consequently discharges all directors from their duties for the year ended

December 31, 2016.

SECOND RESOLUTION(Approval of the consolidated fi nancial statements for the 2016 fi scal year)

The General Meeting, having noted the presentation made to it on the consoli-

dated fi nancial statements at December 31, 2016, and the Statutory Auditors’

report, showing consolidated turnover of 109,337,000 euros and consolidated

net profi ts, Group share, of 80,000 euros, approves the consolidated fi nancial

statements for the fi scal year ended December 31, 2016, as presented.

The General Meeting notes the content of the Group’s management report, as

included in the management report of the Board of Directors.

THIRD RESOLUTION(Allocation of earnings)

The General Meeting approves the proposal made by the Board of Directors and

resolves to allocate the income for the 2016 fiscal year, amounting to

7,897,163.40 euros, as follows:

(in euros)

Net income for the period 7,897,163.40

Previous amount carried forward 32,600,472.79

Legal reserve 394,858.17

Distributable profi t 40,102,778.02

To the account “Amount carried forward” 40,102,778.02

In accordance with the law, the General Meeting notes that no dividends were

distributed during the three previous fi scal years.

FOURTH RESOLUTION(Approval of regulated agreements and commitments)

The General Meeting, aft er examining the special report by the Statutory Auditors

on the agreements and commitments mentioned in article L. 225-38 of the

French company law (Code de commerce), and ruling on this report, notes that no

new agreement was entered into in the year ended as well as the conditions of

execution of previously authorized agreements.

FIFTH RESOLUTION(Renewal of the term of offi ce of a director)

The General Meeting, noting that the term of offi ce of Sébastien Bolloré on the

Board of Directors is due to expire at the end of the present Meeting, resolves to

renew this appointment for a period of three years, until the end of the Ordinary

General Meeting called to approve the fi nancial statements for the year ending

December 31, 2019.

SIXTH RESOLUTION(Setting the amount of directors’ fees)

The General Meeting resolves to set at one hundred and twenty thousand

(120,000) euros, the maximum total of directors’ fees that the Board can allocate

to its members for the current fi scal year and for each subsequent fi scal year

until any further resolution of the General Meeting.

SEVENTH RESOLUTION(Opinion on the elements of compensation due or granted to Vincent

Bolloré, Chairman of the Board of Directors, in respect of the 2016 fi scal

year)

The General Meeting, consulted pursuant to the recommendation of para-

graph 26 of the Afep-Medef Corporate Governance Code of November 2016, to

which the company refers, and ruling under the quorum and majority conditions

required for Ordinary General Meetings, off ers a favorable opinion on the ele-

ments of compensation due or granted to Vincent Bolloré for the year ended

December 31, 2016, as presented in the registration document.

EIGHTH RESOLUTION(Opinion on the elements of compensation due or granted to Gilles Alix,

Chief Executive Offi cer, in respect of the 2016 fi scal year)

The General Meeting, consulted pursuant to the recommendation of para-

graph 26 of the Afep-Medef Corporate Governance Code of November 2016,

which constitutes the company’s official code, ruling under the quorum and

majority conditions required for Ordinary General Meetings, off ers a favorable

opinion on the elements of compensation due or granted to Gilles Alix for the

year ended December 31, 2016, as presented in the registration document.

NINTH RESOLUTION(Powers for formalities)

The General Meeting assigns full powers to the persons bearing copies or extracts

of these minutes for the completion of all legal formalities.


Ordinary General Meeting of June 1, 2017

French limited company (société anonyme) with share capital of 144,191,580 euros

Registered Offi ce: Odet – 29500 Ergué-Gabéric

Administrative headquarters:


92811 Puteaux Cedex – France

Tel.: +33 (0)1 46 96 44 33/Fax: +33 (0)1 46 96 44 22

www.blue-solutions.com

421 090 051 RCS Quimper

AMF

This registration document was filed with the Autorité des marchés financiers

(AMF) on April 27, 2017, in accordance with article 212-13 of the AMF general

regulations. It may be used to support fi nancial transactions if accompanied by a

securities note approved by the AMF.

This document was prepared by the issuer and its signatories are liable for its

content.

Historical fi nancial information:

(i) the consolidated fi nancial statements and accompanying Statutory Auditors’

report on pages 91 to 121 of the registration document for the fi scal year


no. R. 16-047;

(ii) the consolidated fi nancial statements and accompanying Statutory Auditors’

report on pages 97 to 127 of the registration document for the fi scal year


no. R. 15-045 are included by reference in this registration document for the

year ended December 31, 2016.


184 BLUE SOLUTIONS

PHOTO CREDITSPhoto libraries: Bolloré, Blue Solutions, Citroën, IER.Photographers: Guy Bell, Isabelle Guégan, J.-B. Maurel, Pascal Anziani,Paul Cooper (portrait of the Chairman).

DESIGN AND PUBLICATION

The registration document is printed on Novatech Satin (FSC), Imagine Silk (PEFC) and Off set Tauro (PEFC) papers.

Tour Bolloré31-32, quai de Dion-Bouton

92811 Puteaux Cedex – FranceTel.: +33 (0)1 46 96 44 33Fax: +33 (0)1 46 96 44 22

www.blue-solutions.com