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Annual Report 2006 Serving over 14 million customers STRUCTURE OF THE GROUP s.a. D’IETEREN n.v. AS AT 31 DECEMBER 2006 59.6% * 73.7% D’IETEREN AUTO AVIS EUROPE plc BELRON s.a. 40.4% 6.3% 20.0% LONDON STOCK MINORITY EXCHANGE SHAREHOLDERS COBEPA * Direct and indirect interest through D’Ieteren Invest s.a. KEY FIGURES AUTOMOBILE DISTRIBUTION - D’IETEREN AUTO EXTERNAL SALES BY ACTIVITY 28.3% (IN EUR MILLION) IFRS BELGIAN GAAP (IN EUR MILLION) 46.7% 2006 2005 2004 2004 2003 2002 % CHANGE New vehicles delivered 112,944 103,239 99,587 99,587 89,968 95,900 (in units) Automobile distribution + 11.9 % External sales 2,491.4 2,227.2 2,088.6 2,158.3 1,860.1 1,877.6 Car rental + 4.7 % Vehicle glass + 20.2 % Current operating result 1,2 81.9 56.1 64.1 60.7 50.9 52.8 Current result, group’s share Total + 12.1 % before tax 1,2 59.5 36.1 48.7 - - - 25.0% after tax 1,2,4 57.0 35.2 39.3 43.9 36.9 35.6 Average workforce 1,571 1,505 1,493 1,493 1,498 1,531 CAR RENTAL - AVIS EUROPE plc CURRENT OPERATING RESULT1 (IN EUR MILLION) IFRS BELGIAN GAAP BY ACTIVITY (IN EUR MILLION) 39.0% 26.6% 2006 2005 2004 2004 2003 2002 % CHANGE External sales 1,336.3 1,276.4 1,252.8 1,176.9 1,169.4 1,189.2 Automobile distribution 2 + 46.0 % Current operating result 1 105.9 100.4 114.2 115.4 122.8 186.5 Car rental + 5.5 % Current result, group’s share Vehicle glass 3 + 20.9 % before tax 1 23.1 22.7 31.1 - - - Total + 20.3 % after tax 1,5 16.7 16.6 23.3 24.3 27.1 54.6 34.4% Average workforce 6,276 6,253 6,166 6,166 6,104 5,840 VEHICLE GLASS - BELRON s.a. (IN EUR MILLION) IFRS BELGIAN GAAP CURRENT RESULT BEFORE TAX1, 2006 2005 2004 2004 2003 2002 GROUP’S SHARE, BY ACTIVITY 46.6% Total jobs (in million units) 6.16 5.36 4.96 4.87 4.77 4.1 (IN EUR MILLION) 38.5% External sales 1,507.3 1,253.7 1,118.4 1,120.3 1,061.1 981.4 % CHANGE Current operating result 1,3 119.9 99.2 96.1 95.6 82.9 74.6 Automobile distribution 2 + 64.8 % Current result, group’s share Car rental + 1.8 % before tax 1 72.0 59.8 44.2 - - - Vehicle glass + 20.4 % after tax 1,8 62.7 45.8 31.4 28.2 19.9 15.7 Average workforce 12,731 10,932 9,794 9,794 9,582 8,424 Total + 30.4 % 14.9% 1. Under IFRS: before unusual items and re-measurements. 5. Under Belgian GAAP: before amortisation of consolidation differences. 2. The automobile distribution segment includes all costs related to the corporate activities, including (concerning current result), 6. Including Brazil. finance costs resulting from the investment in the car rental and vehicle glass segments. 7. Excluding Brazil. 3. Including, from 2005 on, a charge associated with the new long-term incentive plan for management. 8. Under Belgian GAAP: contribution of the Dicobel group to D’Ieteren’s current result after tax, before amortisation 4. Under Belgian GAAP: after allocation to the vehicle glass segment of a net financial charge after tax associated with of consolidation differences and after allocation to the vehicle glass segment of a net financial charge after tax D’Ieteren’s investment in this segment. associated with D’Ieteren’s investment in this segment. IFRS, BELRON FULLY BELGIAN GAAP, EQUITY CONSOLIDATED METHOD FOR BELRON CONSOLIDATED RESULTS (IN EUR MILLION) 2006 20055 2004 2004 2003 2002 Sales 5,335.0 4,757.3 4,459.8 3,335.2 3,029.5 3,066.8 Current operating result 1 307.7 255.7 274.4 176.1 173.7 239.3 Current result, group’s share before tax 1 154.6 118.6 124.0 - - - after tax 1,2 136.4 97.6 94.0 96.4 83.9 105.9 Group’s share in the result for the period 3 100.0 76.2 43.2 45.6 5.1 72.1 FINANCIAL STRUCTURE (IN EUR MILLION) Equity of which: 1,023.8 945.5 990.8 1,064.2 1,060.2 1,121.3 - Capital and reserves attributable to equity holders 791.8 709.9 687.1 789.7 762.1 772.3 - Minority interest 232.0 235.6 303.7 274.5 298.1 349.0 Net debt 1,868.9 1,893.1 1,748.1 1,472.8 1,548.5 1,574.6 DATA PER SHARE (IN EUR) Current result after tax 1,2,4, group’s share 24.7 17.7 17.0 17.2 15.0 18.9 Group’s share in the result for the period 3,4 18.1 13.8 7.8 8.1 0.9 18.3 Gross dividend per ordinary share 2.6400 2,4000 2.3100 2.3100 2.3100 2.3100 Net dividend per ordinary share 1.9800 1,8000 1.7325 1.7325 1.7325 1.7325 Net dividend per ordinary share + strip VVPR 2.2440 2,0400 1.9635 1.9635 1.9635 1.9635 Capital and reserves attributable to equity holders 4 145.1 130.1 125.8 141.2 136.3 138.1 Highest share price 272.5 239.9 189.1 189.1 179.9 229.3 Lowest share price 218.5 138.5 135.1 135.1 101.0 110.0 Share price as at 31/12 269.7 232.5 136.5 136.5 162.6 129.0 Average share price 250.9 185.3 161.5 161.5 133.9 171.4 Average daily volume (in number of shares) 6,207 4,920 4,723 4,723 10,459 4,370 Market capitalisation as at 31/12 (in EUR million) 1,491.5 1,285.8 754.9 754.9 899.2 713.4 Total number of shares issued 5,530,262 5,530,262 5,530,260 5,530,260 5,530,260 5,530,241 AVERAGE WORKFORCE (AVERAGE FULL TIME EQUIVALENTS) 20,578 18,690 17,453 7,659 7,602 7,371 1. Under IFRS: before unusual items and re-measurements. 4. Under IFRS: calculated in accordance with IAS 33. Under Belgian GAAP: calculated on the basis of the number of shares in circulation at the end of the 2. Under Belgian GAAP: before amortisation of consolidation differences. period (adjusted to take into account the 500,000 participating shares each granting a right to 1/8 of the ordinary dividend). 3. Result attributable to equity holders of D’Ieteren, as defined by IAS 1. 5. As restated following application of IAS 21 revised (for further details, see note 2 of this report). 1 GROUP PRESENTATION 10 MESSAGE TO SHAREHOLDERS 12 KEY EVENTS 14 CORPORATE GOVERNANCE 16 CORPORATE CITIZENSHIP 18 AUTOMOBILE DISTRIBUTION – D’IETEREN AUTO 32 SHORT-TERM CAR RENTAL – AVIS EUROPE plc 38 VEHICLE GLASS REPAIR AND REPLACEMENT – BELRON s.a. 45 ANNUAL ACCOUNTS 99 MAJOR RISK FACTORS 100 SHARE INFORMATION D’Ieteren is an international group, active in three sectors of services to the motorist. AUTOMOBILE DISTRIBUTION > in Belgium of Volkswagen, Audi, Seat, Skoda, Bentley, Lamborghini, Bugatti, Porsche and Yamaha. SHORT-TERM CAR RENTAL > in Europe, Africa, the Middle East and Asia through Avis Europe plc and the Avis and Budget brands. VEHICLE GLASS REPAIR > in Europe, North and South America, Australia AND REPLACEMENT and New Zealand through Belron s.a. and notably its CARGLASS® and AUTOGLASS® brands in Europe, and SAFELITE®, LEBEAU®, DURO® in North America. THE GROUP’S STRATEGY is to be the best “parent” for each activity and to act as an active majority shareholder. Although the Group’s mode of interaction is speciﬁc to each activity, the Group always attempts to contribute its extensive knowledge of the automobile sector, its ability for anticipation and adaptability, its long-term vision, its entrepreneurial spirit and its will to invest wisely. D’IETEREN - ANNUAL REPORT 2006 1 VEHICLE GLASS REPAIR AND REPLACEMENT CAR RENTAL & VEHICLE GLASS REPAIR AND REPLACEMENT CAR RENTAL AUTOMOBILE DISTRIBUTION, CAR RENTAL & VEHICLE GLASS REPAIR AND REPLACEMENT AN ATTRACTIVE GROWTH POTENTIAL D’Ieteren’s activities are – or are capable of becoming – leaders in the markets they serve. With very different geographic footprints, they offer together an attractive growth potential, both organic and acquired. D’IETEREN AUTO AVIS EUROPE plc BELRON s.a.* > A LEADER IN AUTOMOBILE > A EUROPEAN LEADER IN SHORT-TERM > THE WORLD N°1 IN VEHICLE GLASS DISTRIBUTION IN BELGIUM CAR RENTAL REPAIR AND REPLACEMENT > MORE THAN 300 INDEPENDENT > OVER 3,600 LOCATIONS > 29 COUNTRIES, 1,500 BRANCHES, DEALERS > AROUND 6,300 STAFF 6,500 SERVICE VEHICLES > AROUND 1,600 STAFF > AROUND 18,500 STAFF * Including Safelite Group, Inc. – see p. 43 of this report. D’IETEREN - ANNUAL REPORT 2006 3 A PORTFOLIO OF WELL-KNOWN BRANDS More than 20 globally and locally well-known brands, enabling D’Ieteren and its activities to cover all segments of the markets they serve. AUTOMOBILE DISTRIBUTION SHORT-TERM CAR RENTAL VEHICLE GLASS REPAIR AND REPLACEMENT D’IETEREN - ANNUAL REPORT 2006 5 THE HIGHEST STANDARDS OF CUSTOMER SERVICE In its three activities, the D’Ieteren Group intends to permanently improve global customer satisfaction, developing strong and innovative commercial proposals. D’Ieteren and its activities have been several times pioneers, many of the innovations being today standards in their industry. D’Ieteren Auto - More than 33,000 customers signed a WECARE contract for the full coverage of all repair and maintenance operations on their vehicle. Avis Europe - Avis Europe customers benefit from the new rapid car return service that reduces return times to just 60 seconds. Belron - Belron offers its customers some 6,500 service vehicles so that the job can be carried out at the most convenient location. D’IETEREN - ANNUAL REPORT 2006 7 A GROUP SERVING OVER 14 MILLION CUSTOMERS PERMANENT RESEARCH FOR OPERATIONAL EXCELLENCE The strength of D’Ieteren and its activities also rests on decentralised organisations that are ﬂexible and close to the customer, sharing best practices in terms of, for example, logistics, brand management, distribution networks or performance management. Result: high service quality for the customer and guaranteed proﬁtable growth for the shareholder. D’Ieteren Auto - In order to secure the network’s technicians know-how against the growing technical complexity of vehicles, D’Ieteren Auto provides almost 8,000 training days per year in its Technical Training Center. Avis Europe - Avis Europe continually invests in on-line booking tools in order to increase the number of reservations at a lower cost. Belron - The “Best of Belron” is a bi-annual competition to elect the best technician from across the Belron group. This event tests them on the safety, quality and service elements of the job. What better demonstration of Belron’s determination to develop the best technicians in the industry. D’IETEREN - ANNUAL REPORT 2006 9 MESSAGE TO SHAREHOLDERS Our Group had an excellent year 2006. We feel very proud of This programme represents the greater part of unusual costs the strong growth of sales and proﬁts our teams at D’Ieteren Auto before tax of EUR 19.6 million, incurred in line with expectations. and Belron delivered and feel encouraged by the progress the In 2007, organic sales growth is expected to continue, although Avis Europe team made in implementing the recovery strategy. at a slightly lower rate, due to strong 2006 comparatives. Our consolidated current result before tax, group’s share, grew by 30.4% to EUR 154.6 million and the group’s share in the result for In March 2007, Belron took an important new step in its the period reached EUR 100.0 million, up 31.2% on 2005. geographic expansion by completing the acquisition of Safelite, In automobile distribution, D’Ieteren Auto took full advan- the US leader in the sector. This transaction allows Belron to tage of a record new car market in Belgium, with a range of achieve national geographic coverage with an established busi- models well suited to consumer demand. The strong growth of ness that has already developed excellent long-term relationships D’Ieteren Auto sales resulted in a strongly improved operating with insurance and ﬂeet customers. This acquisition, fully ﬁnanced margin. In a continuing competitive marketplace, D’Ieteren Auto by Belron, should be current earnings accretive for Belron and made the difference thanks to its high quality networks D’Ieteren as of the ﬁrst year of consolidation. specialised by make and through various initiatives aiming at reinforcing and extending its sales and after-sales services. For In car rental, Avis Europe results were encouraging due to 2007, D’Ieteren Auto will aim at 20% market share in a less good volume growth and early beneﬁts from the recovery buoyant market than 2006, and will rely on the anticipated strategy. However, market conditions remained difﬁcult in terms of success of its new models and on actions aiming at enhancing pricing and ﬂeet costs. In this context, Avis Europe carried out a customer loyalty for its makes. signiﬁcant organisational re-structuring and re-design of key In vehicle glass, Belron delivered another strong performance processes to reduce costs. Savings in connection with this in 2006. Many business units beat their objectives, particularly in programme amounted to EUR 11 million in 2006 and are Europe and Canada, and acquired growth was strong notably as expected to reach EUR 25 million in 2007. Unusual re-structuring a result of the 2005/2006 acquisitions in North America. costs of EUR 26 million were lower than expected. The outlook Operational and commercial efﬁciency further improved notably for continued progress in 2007 remains unchanged. due to the multinational rollout of best practices. All these factors allowed Belron to achieve a very strong growth of its Based on the current outlook for our three activities and current operating result. Moreover, the group implemented an including the acquisition of Safelite by Belron, we expect our integration and transformation programme of the acquisitions in current consolidated result before tax, group’s share, to grow by North America aimed at improving their operating margin. 5 to 10% in 2007. 10 D’IETEREN - ANNUAL REPORT 2006 Our management teams, frontliners and support personnel, at D’Ieteren Auto, Belron and Avis Europe relentlessly pursue their We dedicate this Annual Report to our colleague and friend innovation efforts aimed at serving our customers better and Alain Voet, D’Ieteren Auto Parts & Service Manager, who more efﬁciently. Our conﬁdence in the future rests on everyone’s died in January 2007. His unﬂagging commitment for energy, entrepreneurial spirit and care for each customer. We almost 40 years will remain a source of inspiration for all would like to heartily thank all our staff and leadership teams for their outstanding dedication and contribution. of us. Our customers, our partners and our shareholders have continued to demonstrate their unfailing support. We would also like to thank them very sincerely. Jean-Pierre Bizet Roland D’Ieteren Managing Director Chairman MESSAGE TO SHAREHOLDERS 11 01/2006 Very successful exhibition at the Brussels Motor Show with more than 720,000 visi- tors. This will have a very positive impact on new car sales. As part of its recovery strat- 02 egy, Avis Europe launches an important cost reduction programme, including the acceleration of the transfer of back-ofﬁce activities into its shared service centre in Budapest and consolidation of all call cen- tre activities in Barcelona. KEY EVENTS Belron expands D’Ieteren Lease ﬁnalises Avis Europe launches 03 in the United States with the acquisition of MAVERICK AUTO GLASS in Phoenix, Arizona. 04 the securitisation of its ﬂeet and lease contracts raising an initial amount of EUR 230 million. This long-term vehicle rental subsidiary of D’Ieteren, celebrating 05 several initiatives in order to live up with customer expectations: a clearer rental agreement, simpliﬁed vehicle choice, rapid car return service, etc. Audi enters the 4WD segment launching the its thirtieth anniversary, now has access to luxury Q7. autonomous and ﬂexible ﬁnancing. Belron starts an important integration and transformation programme in North America aimed at improving operating margins of its 2005/2006 acquisitions. Introduction of the new commercial vehicle VW Crafter. 12 D’IETEREN - ANNUAL REPORT 2006 Belron beneﬁts from the Avis Europe issues seven- Belron signs a franchise 06 successful multinational rollout of best practice advertising concepts. Volkswagen enters the convertible seg- 07 year senior ﬂoating notes of EUR 250 million. This bond issue will ﬁnance the company’s general needs. 09 agreement in Romania bringing its franchise network to 9 partners. Belron organises its “Best of Belron” ment with its Eos. Introduction of the new Audi Allroad. bi-annual competition to elect the best technician in the Belron group. This Belron acquired its franchi- event tests them on the safety, qual- 08 see in Greece. ity and service elements of the job and illustrates the group’s commitment to develop the best technicians in the industry. Skoda introduces the Roomster and enters the growth segment of small people carriers. Introduction of the new Audi TT Coupé. 03/2007 Introduction of the new Seat extends its vehicles 11 Porsche 911 Targa. Volkswagen AG announces its intention to restructure its manufactur- ing facility in Forest, Belgium; D’Ieteren 12 range introducing the new Altea XL estate version. During the year Belron strengthens its Belron acquires Safelite Group, Inc., the leader in the US vehicle glass repair and expresses its support for employees presence through additional acquisitions replacement market, for an enterprise value impacted by this restructuring and, in Spain, UK, Germany, Sweden, Norway of USD 334 million (EUR 258 million). conscious of the existing needs in the and Italy which have all been successfully distribution and after-sales service activity, integrated into the existing businesses. sets up a scholarship for the retraining of a certain number of workers from the VW factory in Forest. KEY EVENTS 13 CORPORATE GOVERNANCE The Company adheres to the corporate governance principles set out in the Belgian Code of corporate governance and publishes as of 1 January 2006 its Corporate Governance Charter on its website. The implementation of these principles takes into consideration the unique structure of the Company’s share capital, with family shareholders owning the majority and having ensured the continuity of the Company since 1805. Exceptions to the principles are set out in Section 5 of the Charter published on the Company’s website. BOARD OF DIRECTORS Committees of the Board of Directors Composition At the beginning of 2005, the Board set up two Board Committees: The Board of Directors consists of: the Audit Committee met three times in 2006, twice of which in six non-executive Directors, appointed on the proposal of the the presence of the Statutory Auditor, and reported on its activi- family shareholders; ties to the Board of Directors; one non-executive independent Director, appointed on the pro- the Nominations and Remuneration Committee met three posal of Cobepa; times in 2006 and reported on its activities to the Board of three non-executive Directors, two of whom are independent, Directors. proposed on the basis of their experience; Consultation committee the Managing Director (CEO). The Chairman and the Deputy Chairman meet monthly with the The Chairman and the Deputy Chairman of the Board are selected Managing Director, as the Consultation Committee, to keep in among the Directors appointed on the proposal of the family close relation with each other, monitor the Company’s perfor- shareholders. mance, review progress on major projects and prepare the Board Roles and activities of Directors’ meetings. Without prejudice to its legal and statutory attributions and those Remuneration of non-executive Directors of the General Meeting, the roles of the Board are to: The Company discloses Board members’ remuneration globally. determine the strategy and values of the Company and approve The Board believes that shareholders and investors are adequately its plans and budgets; informed by being communicated the total cost of the Board, as a collegial governing body, without details by individual Director. decide on major ﬁnancial operations, acquisitions and divest- ments of an amount above EUR 2,500,000, operations of a lower For the year ended 31 December 2006, a total ﬁxed amount of amount being the executive management’s responsibility; EUR 1,667,950 was paid to the non-executive Directors by the Company and its subsidiaries. No other beneﬁt or remuneration ensure that appropriate organisation structures, processes and has been paid, and no loans or guarantees have been extended controls are in place in order to achieve the Company’s objec- by D’Ieteren to members of the Board. tives and properly manage its risks; appoint the Directors proposed by the Company for the boards GROUP EXECUTIVE MANAGEMENT of its main subsidiaries; The Managing Director of s.a. D’Ieteren n.v. is responsible for the appoint and revoke the CEO and CFO of s.a. D’Ieteren n.v. as Group executive management. He is assisted by the Corporate well as the CEO and CFO of D’Ieteren Auto and decide on their management team, in charge, at Group level, of ﬁnance, ﬁnancial remuneration; communication, investor relations, accounts consolidation, legal and tax matters and management control. monitor and review performance of executive management; The Chief Financial Ofﬁcer, the Chief Legal Ofﬁcer and the Group maintain effective communication with the Company’s sharehold- Treasurer constitute the Senior Management at Group level. ers and other stakeholders. For the year ended 31 December 2006, the aggregate amount The Board of Directors meets at least six times a year. Additional of remuneration of all nature (including employer premiums on meetings are held when business needs require. Decisions of the corporate pension plans amounting to EUR 55,612) attributed by Board of Directors are taken by a majority of votes, the Chairman D’Ieteren and its subsidiaries to the Managing Director of the Group having a casting vote in case of a tie. was EUR 1,401,641, the variable part of which represents around In 2006, the Board met six times, once in the presence of the 40%. Four hundred D’Ieteren stock options were granted to the Statutory Auditor, who reported on the external audit activities. Managing Director. No loans or guarantees have been extended Directors’ participation to Board meetings was 95.5%. to him by D’Ieteren. 14 D’IETEREN - ANNUAL REPORT 2006 BOARD OF DIRECTORS AS AT 31 DECEMBER 2006 AGE END OF TERM 1,2 Roland D’Ieteren Chairman of the Board; Director, Avis Europe plc, Belron s.a. 64 May 2007 Maurice Périer 1,2 Deputy Chairman of the Board; Director of companies 68 May 2008 Jean-Pierre Bizet Managing Director; Director, Avis Europe plc, Belron s.a. 58 May 2008 Nicolas D’Ieteren 1,2 Managing Partner, Enero sprl; Business Analysis Manager, Total s.a. 31 May 2008 Pascal Minne 3 Managing Director, Petercam 56 May 2007 Olivier Périer 1,2 Architect; Founding Partner, Urban Platform s.c.r.l. 35 May 2008 Alain Philippson 3 Director, Banque Degroof, C.F.E. 67 May 2009 Gilbert van Marcke de Lummen 4 Director of companies; Director, Avis Europe plc, Belron s.a., Cofinimmo s.a. 69 May 2008 Christian Varin 3 Managing Director, Cobepa; Director, Sapec 59 May 2007 s.a. de Participations et de Gestion 1 Permanent representative: Patrick Peltzer 66 May 2007 Nayarit Participations s.c.a. 1 Permanent representative: Etienne Heilporn 67 May 2007 COMPOSITION OF THE COMMITTEES (AS AT 31 DECEMBER 2006) NOMINATIONS AND REMUNERATION COMMITTEE AUDIT COMMITTEE Chairman Roland D’Ieteren Gilbert van Marcke de Lummen Members Pascal Minne Pascal Minne Alain Philippson Christian Varin AUDITOR END OF TERM Sc DELVAUX, FRONVILLE, SERVAIS ET ASSOCIÉS, represented by Gérard Delvaux and Jean-Louis Servais May 2008 1. Director appointed on the proposal of the family shareholders. 3. Independent Director. 2. Director descendant of, or related to, the founding family. 4. Former Executive. For the year ended 31 December 2006, the aggregate amount of directors appointed by s.a. D’Ieteren n.v., and of s.a. D’Ieteren n.v. compensation of all nature (including employer premiums on cor- as a shareholder, are set out in the Relationship Agreement entered porate pension plans amounting to EUR 109,283) attributed by into at ﬂotation in 1997. D’Ieteren and its subsidiaries to the three members of the Senior The Vehicle Glass sector comprises Belron s.a., in which Management at Group level was EUR 970,865, the variable part of D’Ieteren and Cobepa own, at 31 December 2006, respec- which represents around 30%. An aggregate number of one thou- tively 73.7% and 20.0% shareholding, and its subsidiaries. At sand two hundred D’Ieteren stock options was granted to them. 31 December 2006, Belron s.a. is governed by a board of direc- No loans or guarantees have been extended to them by D’Ieteren. tors consisting of 11 members, six of which are appointed on EXECUTIVE MANAGEMENT OF THE THREE SECTORS proposal of D’Ieteren and Cobepa, one is appointed on proposal The activities of the D’Ieteren Group are organised in three of the founder shareholders, two are executive directors and two sectors. are independent directors. The Managing Director of D’Ieteren is, The Automobile Distribution sector is managed by the CEO ex ofﬁcio, member of the board. The board of directors of Belron D’Ieteren Auto, reporting to the Group Managing Director. The s.a. has two board committees: the audit committee and the CEO D’Ieteren Auto chairs the management committee of remuneration committee, each chaired by a director appointed on D’Ieteren Auto, comprising six other members with responsibili- proposal of D’Ieteren. ties for D’Ieteren Car Centers, Finance, Group Service, Human Resources, Makes and Marketing. DIVIDEND POLICY The Car Rental sector comprises Avis Europe plc and its sub- The Board of Directors intends to maintain its ongoing policy of sidiaries. At 31 December 2006, Avis Europe plc is governed providing the largest possible self-ﬁnancing for the development by a board of directors of 12 members: three are appointed on the of the Group, while ensuring regular dividend growth, results per- proposal of s.a. D’Ieteren n.v., three are independent directors, four mitting. are full time executive directors. The current non-executive chair- man of the board is a former Avis CEO. D’Ieteren’s Managing AUDITOR’S FEES Director is executive deputy chairman of the board. The board The fees charged in 2006 by the Statutory Auditor and linked of directors of Avis Europe plc has three board committees: the audit companies for the work carried out on behalf of Group compa- committee, comprising three independent directors, the nomina- nies in connection with the compulsory control of the statutory tions committee and the remuneration committee, each compris- and consolidated ﬁnancial statements amounted to EUR 201,957 ing one of the directors proposed by s.a. D’Ieteren n.v. Listed on (excl. VAT). Further fees of EUR 62,653 (excl. VAT) were charged the London Stock Exchange, Avis Europe plc is in compliance with for non-audit missions of which EUR 52,820 for other speciﬁc the provisions of the Combined Code, with a few exceptions fully assignments and EUR 9,833 (excl. VAT) were charged for ﬁscal disclosed in its annual report. The rights and obligations of the advice. CORPORATE GOVERNANCE 15 D’IETEREN AUTO The vehicles sold by D’Ieteren Auto are increasingly environmentally friendly: fuel con- sumption is more efﬁcient and consequently CO2 emissions have been considerably reduced notably thanks to the optimization of existing diesel (TDI) and petrol (TSI) engines. In 2006, Volkswagen introduced the Polo BlueMotion, the ﬁrst in a series of models reﬂecting Volkswagen’s aim to market vehicles with very low fuel consumption, delivering outstanding performance at competitive prices. Moreover, constant efforts are made in order to increase the proportion of recycled components at the end of the vehicle’s life cycle. D’Ieteren Auto actively works with Febiac (the Belgian Federation of the Car and Two-wheeler Industries) within the framework PROTECTING CORPORATE CITIZENSHIP As a company that takes its environmental and social responsibilities seriously, D’Ieteren is eager to play its part in improving the quality of life in the communities where it operates. In some cases, the Group offers its services to these communities, while in other cases, it becomes involved with relevant social issues or pursues more cultural or humanitarian goals. CARING FOR D’IETEREN AUTO Children, as well as Live collecting funds for D’Ieteren Auto, in partnership with the Royal several heart surgery projects. Automobile Club of Belgium, organizes At the end of 2006, following the training courses aimed at responsible announcement by Volkswagen AG of the driving for young drivers and advising on restructuring of their manufacturing facility fuel-efﬁcient driving for companies wanting in Forest, Belgium, D’Ieteren has set up a to reduce the fuel consumption of their ﬂeet scholarship in order to help the workers of vehicles. D’Ieteren Auto supports a large affected by this restructuring to retrain for number of social and cultural organizations other professions in the automobile sector. and programmes such as the events organised by the ”Maison de la Radio” AVIS EUROPE (Flagey). Through its Volkswagen division, Avis Europe aims to make a positive the Company is committed to CAP 48 fund contribution to the quality of life in the raising campaigns organised by RTBF on communities where it operates notably by behalf of associations for the disabled. It providing free transport for local community also supports Child Focus, the European activities. The company also supports staff Center for Missing and Sexually Exploited to volunteer and raise funds for charities 16 D’IETEREN - ANNUAL REPORT 2006 of Febelauto, the body which controls and AVIS EUROPE since 2000 and more than 8,400 tonnes manages the environmentally responsible Avis Europe remains committed to reducing, in 2006. Some licensees are also Carbon disposal of around 130,000 vehicles being wherever possible, its negative impacts on Neutral. scrapped each year. D’Ieteren Auto also the environment. Its largest environmental encourages its dealers to reduce waste and impact is from greenhouse gas emissions, BELRON protect the environment, notably via the both from ofﬁces and the rental ﬂeet. Belron minimises glass waste through safe storage of hazardous substances, the Secondary impacts come from the waste its repair ﬁrst strategy. Belron has signed use of water-based paints in coachwork which is sent to landﬁll and incinerated. agreements with specialised partners for the and the selective treatment of waste water, In 2006 Avis Europe achieved carbon neutral collection and processing of this waste. including the water used for dewaxing new status for its European corporate operations vehicles. Concerned about its integration in by reducing CO2 emissions by the more the urban environment, D’Ieteren Auto sup- efﬁcient use of ofﬁce space and of energy, ports initiatives in mobility matters. One of and by offsetting remaining emissions. 70% these is put into practice by staff from the of the offset on 2006 was through innovative Company’s headquarters in Ixelles via the renewable energy and technology projects promotion of alternative means of transpor- which reduce greenhouse gas emissions. tation, the reduction in the number of cars The remaining offset was via tree planting. on the road, etc. The company has offset 94,500 tonnes CO2 THE ENVIRONMENT The CarbonNeutral Company OUR SOCIETY which are particularly important to them as support the progress of all disadvantaged attended by more than 4,000 young people individuals. These include “Les Restaurants people in South Africa through meaningful from 380 schools. du Coeur” in France, Cancer Research in and sustainable contributions to society. Locally, business units manage their own Germany, “Cooperacion Internacional” in It provides pre-school education, day- socially responsible programmes, for Spain, an organisation focused on improving care centres and primary health care, with example, in the UK, AUTOGLASS® have housing in poor city areas, and the NEES the emphasis on assistance to HIV/AIDS a nation-wide scheme of local community foundation in the Netherlands helping affected patients and their families. The partnerships supporting a range of disabled children or children affected by money raised by Belron staff who took initiatives such as hospitals, schools and chronicle diseases. part in the London Triathlon in 2006 will be charitable organisations. Also in the United allocated to the building of medical care States Belron supports several charitable BELRON centres run by locals who receive regular organizations such as The American Cancer Belron has launched a number of initiatives training and medicin kits. Society, The Ronald McDonald House and to support local communities in South Africa, Belron also supports the Field Band The American Red Cross. where the company was founded. Belron Foundation, which uses music and supports MaAfrika Tikkun, a charitable dance as a social development tool in the organisation based in Johannesburg. disadvantaged communities in South Africa. Established in 1994, its mission is to Currently they have 30 bands which are CORPORATE CITIZENSHIP 17 Major risk Factors(1) Automobile Distribution: D’Ieteren Auto’s activity is primarily based on close relations built during the last sixty years with the Volkswagen group and largely depending on the existence of import agreements between both parties. This close relationship also makes the results of D’Ieteren Auto dependent on the success of the models developed by the Volkswagen group. Furthermore, future developments of the European regulation concerning automobile distribution could potentially inﬂuence the competitive environment in a way that is difﬁcult to foresee for the time being. The development of environmental standards or tax regulation on company cars could have a negative inﬂuence on volumes and mix of new vehicles sold. D’Ieteren Lease’s ﬂeet represents an important asset of which the value is largely depending on the used vehicle market development. Car Rental: with about 50% of its sales coming from airports, Avis Europe’s results can be inﬂuenced by the risks faced by the air transport sector such as geopolitical instability, signiﬁcant higher petrol prices and the economical environment in general. Fleet costs, one of the most important elements in operating costs, largely depend on the buying conditions negotiated with the car manufacturers, on the selling conditions on the used car market and are therefore depending on the car industry development in general. It is important for the activity to have access to the necessary funds in order to ﬁnance the ﬂeet. During the last years, competition in the car rental sector has intensiﬁed notably due to the Internet development with a tougher pricing environment as a consequence. In this difﬁcult context, leading to continued margin reductions, Avis Europe implemented a recovery strategy aiming at higher proﬁtability. Vehicle Glass: Belron operates in the vehicle glass repair and replacement (VGRR) market which is dependent on various factors notably weather conditions, changes in the vehicle park and driving speed. Weather extremes create peaks in demand which need to be managed through ﬂexible operations whilst changes in vehicle technology or trafﬁc speed result in changes in breakage rates and thereby overall market size. The VGRR market is also inﬂuenced by insurer and commercial business decisions towards glass coverage and preferred suppliers. Changes in insurance coverage affect motorists’ propensity to act on damage despite the associated safety risk. Belron employs around 18,500 full time equivalents and makes a signiﬁcant investment in training to insure all its staff are appropriately qualiﬁed to fulﬁll their roles throughout the business. In addition, Belron uses sophisticated information technology and centralised distribution facilities which are key to the business operation and represent key risk points. In addition to its organic operational activities, Belron is also an acquisitive company and accordingly faces the usual risks associated with buying and integrating businesses. Risks related to ﬁnancial instruments are explained in note 38 of the consolidated ﬁnancial statements. (1) Publication in accordance with the law of 13 January 2006 modifying the Company Code. MAJOR RISK FACTORS 99 share inForMation INDICES FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER D’Ieteren share forms part of the Next 150, Next Prime and BEL MID Minimum lot 1 share indices of Euronext with respective weighting of 0.61%, 1.84% and ISIN code BE 0003669802 3.68% as at 28 February 2007. It also forms part of sector indices Sicovam code or security code 941039 published by MSCI, Dow Jones, Eurostoxx and Bloomberg. Reuters code IETB.BR Bloomberg code DIE.BB DIVIDEND FTSE classiﬁcation Business Support Services If the allocation of results proposed on note 29 of this Annual Report is approved by the Ordinary General Meeting of 31 May 2007, a gross divi- dend for the 2006 year of EUR 2.6400 per share will be distributed, i.e.: EVOLUTION OF THE SHARE PRICE AND TRADED VOLUMES • a net dividend of EUR 1.9800 in return for coupon n°16, after deduction IN 2006 of the occupancy tax of 25%; Share Price (EUR) Volumes • a net dividend of EUR 2.2440 in return for the coupon and VVPR strip 300 40,000 n°16, after deduction of the occupancy tax of 15%. 35,000 Payment of the dividend will take place as from 7 June 2007 at the head 250 ofﬁces and branches of the following establishments: 30,000 • Bank Degroof 200 25,000 • Fortis Bank 150 20,000 • ING Bank • Petercam 15,000 100 10,000 50 5,000 GROSS DIVIDEND PER SHARE (IN EUR) 0 0 3.0 01/06 02/06 03/06 04/06 05/06 06/06 07/06 08/06 09/06 10/06 11/06 12/06 01/07 2.5 2.64 2.31 2.31 2.31 2.40 2.0 EVOLUTION OF THE SHARE PRICE OVER 5 YEARS (IN EUR) 1.5 300 1.0 250 0.5 200 150 0.0 02 03 04 05 06 100 50 0 01/02 07/02 01/03 07/03 01/04 07/04 01/05 07/05 01/06 07/06 01/07 Detailed and historic information on the share price and the tra- ded volumes are available on the websites of D’Ieteren (www. dieteren.com) and Euronext (www.euronext.com). Avis Europe, a 59.6% subsidiary of D’Ieteren, is listed on the London Stock Exchange in the Transport sector (code AVE.L). 100 D’IeTeRen - AnnuAl RepORT 2006 DENOMINATOR PRESS AND INVESTOR RELATIONS Catherine Vandepopeliere 31 december 2006 Number Related Financial Communication voting rights s.a. D’Ieteren n.v. Existing shares(1) 5,530,262 5,530,262 rue du Mail, 50 Participating shares(1) 500,000 500,000 B-1050 Brussels TOTAL 6,030,262 Belgium (1) Each of the shares and participating shares grants a voting right. Tel.: + 32-2-536.54.39 Fax: + 32-2-536.91.39 E-mail: ﬁnancial.firstname.lastname@example.org SHAREHOLDING STRUCTURE VAT BE 0403.448.140 – Company registration number Brussels Information about the Group (press releases, annual reports, ﬁnancial 31 december 2006 - in voting rights calendar, share price, statistical information, social documents…) is Nayarit Group 27.06% available mostly in three languages (French, Dutch, English) on the SPDG Group 25.10% website: www.dieteren.com. Cobepa s.a. 7.05% Own shares 1.28% Through the Group’s website it is also possible to subscribe in order Public 39.51% to receive via e-mail information such as: agenda of general meetings, press releases, articles of association, special reports of the Board of Directors, publication of the annual report, statutory accounts, payment Information about the statement of capital can be found on note 29 of of dividend, information regarding the denominator and transparency this Annual Report. declarations. Ce rapport annuel est également disponible en français. Dit jaarverslag is beschikbaar in het Nederlands. FINANCIAL CALENDAR Last day for the deposit of shares for the Ordinary General Meeting 25 May 2007 Ordinary General Meeting 31 May 2007 Payment of the dividend for the year 2006 7 June 2007 Publication of results for the ﬁrst half 2007 28 August 2007 Publication of annual results 2007 February 2008 FORWARD-LOOKING STATEMENTS This Annual Report contains forward-looking information that involves risks and uncertainties, including statements about D’Ieteren’s plans, objectives, expectations and intentions. Readers are cautioned that forward-looking statements include known and unknown risks and are subject to signiﬁcant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of D’Ieteren. Should one or more of these risks, uncertainties or contingencies materialize, or should any underlying assumptions prove incorrect, actual results could vary materially from those anticipated, expected, estimated or projected. As a result, D’Ieteren does not assume any responsibility for the accuracy of these forward-looking statements. ShARe InFORMATIOn 101 Press and investor relations Catherine Vandepopeliere Financial Communication s.a. D’Ieteren n.v. rue du Mail, 50 B-1050 Brussels Belgium Tel.: + 32-2-536.54.39 Fax: + 32-2-536.91.39 E-mail: ﬁnancial.email@example.com Website: www.dieteren.com VAT BE 0403.448.140 - Company Registration Number Brussels Ce rapport annuel est également disponible en français. Dit jaarverslag is beschikbaar in het Nederlands. Concept and realisation: CHRIS – Communication Agency www.chriscom.be Photography: Jean-Michel Byl – Clair Obscur Nicolas Van Haren and picture libraries of Audi, Avis, Belron, Bentley, Budget, Carglass, Lamborghini, Seat, Skoda, Porsche, VW, Yamaha Prepress and printing: SNEL Graﬁcs, Liège The major trading brands of the Belron group: Belron®, the Belron Device, Autoglass®, Carglass®, Glass Medic®, Lebeau®, Duro®, Speedy Glass® and Apple AutoGlass® are registered trademarks and Elite Auto Glass™, GlasPro™, Windshield Pros™ and Auto Glass Specialists® are trademarks of Carglass Luxembourg S.à.r.l. - Zug Branch or associated companies. O’Brien® is a registered trademark of O’Brien Glass Industries Limited and Smith & Smith® is the registered trademark of Carglass NZ Limited. SAFELITE® is a registered trademark of Belron US.
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