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Imerys — Regulatory Filings 2010
Apr 21, 2011
1431_iss_2011-04-21_74c19720-3103-47d3-a553-f1be5bbe4b77.pdf
Regulatory Filings
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A limited liability company operating under French law (Société Anonyme) with capital of €150,948,310 Trade register number 562 008 151 R.C.S. Paris Registered office: 154, rue de l'Université - 75007 Paris, France
Annual information document drawn up on April 21, 2011
The present annual information document lists all the information published or made public by Imerys from April 21, 2010 to April 21, 2011, pursuant to article 451-1-1 of the French Monetary and Financial Code and article 222-7 of the General Regulations of Autorité des marchés financiers.
1. Prospectus
Available on www.amf-france.org and www.imerys.com
| Publication date | Nature of information |
|---|---|
| 31/03/2011 | Registration Document 2010 – Filed with AMF under number # D.11-0205 |
2. Press releases
Available on www.imerys.com
| Publication date | Nature of information |
|---|---|
| 29/04/2010 | First Quarter 2010 Results |
| 29/04/2010 | Ordinary and Extraordinary Shareholders' General Meeting of April 29, 2010 |
| 09/06/2010 | Appointment within the Management Team |
| 30/07/2010 | First Half 2010 Results |
| 03/11/2010 | Results to September 30, 2010 |
| 10/01/2011 | Appointment in India |
| 15/02/2011 | 2010 Results |
| 23/02/2011 | Binding offer and exclusive discussions with Rio Tinto for the acquisition of the Luzenac Talc Group |
| 21/03/2011 | Ordinary and Extraordinary Shareholders' General Meeting of April 28, 2011 – Preliminary notice published to the BALO |
| 01/04/2011 | Publication of the 2010 Registration Document |
| 01/04/2011 | Ordinary and Extraordinary Shareholders' General Meeting of April 28, 2011 – Documents available prior to the General Meeting |
3. Financial advertisements
1st quarter 2010 results
- Les Echos, 30/04/2010
1st half 2010 results
- Les Echos, 02/08/2010
- Boursorama, from 2 to 04/08/2010
- Investir, 07/08/2010
3rd quarter 2010 results
- Les Echos, 04/11/2010
2010 results
- Les Echos, 16/02/2011
- lesechos.fr, from 16 to 18/02/2011
- boursorama.com, 15 and 16/02/2011
- Investir Le Journal des Finances, 19/02/2011
Notice of meeting
Extraordinary & Ordinary General Shareholders' Meeting of April 28, 2011
- Les Echos, 01/04/2011
4. Statements of corporate officers' transactions on securities in the Company and their related parties
Available on www.amf-france.org
| Publication date | Nature of information |
|---|---|
| 11/05/2010 | Individual statement of transactions on securities by a corporate officer |
| 06/08/2010 | Individual statement of transactions on securities by a corporate officer |
| 06/08/2010 | Individual statement of transactions on securities by a corporate officer |
| 15/09/2010 | Individual statement of transactions on securities by a corporate officer |
| 20/09/2010 | Individual statement of transactions on securities by a corporate officer |
| 20/09/2010 | Individual statement of transactions on securities by a corporate officer |
| 20/09/2010 | Individual statement of transactions on securities by a corporate officer |
| 20/09/2010 | Individual statement of transactions on securities by a corporate officer |
| 15/11/2010 | Individual statement of transactions on securities by a corporate officer |
| 15/11/2010 | Individual statement of transactions on securities by a corporate officer |
| 20/12/2010 | Individual statement of transactions on securities by a corporate officer |
| 10/01/2011 | Individual statement of transactions on securities by a corporate officer |
| 10/01/2011 | Individual statement of transactions on securities by a corporate officer |
| 21/01/2011 | Individual statement of transactions on securities by a corporate officer |
5. Weekly statements of transactions by the Company on its own shares
| Available on www.amf-france.org and www.imerys.com | |
|---|---|
| Publication date | Nature of information |
|---|---|
| 10/05/2010 | Statement of transactions on the Company's shares Trading session of May 7, 2010 |
| 26/05/2010 | Statement of transactions on the Company's shares Trading sessions of May 20 and 21, 2010 |
| 14/06/2010 | Statement of transactions on the Company's shares Trading session of June 7, 2010 |
| 30/08/2010 | Statement of transactions on the Company's shares Trading sessions of August 26 and 27, 2010 |
| 06/09/2010 | Statement of transactions on the Company's shares Trading session of August 31, 2010 |
| 14/09/2010 | Statement of transactions on the Company's shares Trading sessions of September 7, 8 and 9, 2010 |
| 21/09/2010 | Statement of transactions on the Company's shares Trading session of September16, 2010 |
| 27/09/2010 | Statement of transactions on the Company's shares Trading session of September 23, 2010 |
| 11/10/2010 | Statement of transactions on the Company's shares Trading session of October 7, 2010 |
| 20/10/2010 | Statement of transactions on the Company's shares Trading sessions of October 11 and 12, 2010 |
| 11/04/2011 | Statement of transactions on the Company's shares Trading session of April 5, 2011 |
6. Monthly statements of transactions by the Company on its own shares (Communication date to AMF)
May 5, 2010; June 4, 2010; July 5, 2010; August 8, 2010; September 9, 2010; October 4, 2010; November 9, 2010; December 3, 2010; January 6, 2011; February 4, 2011; March 2, 2011; April 4, 2011.
7. AFEI liquidity contract
Available on www.imerys.com
None
8. Share buyback program
Available on www.imerys.com
| Publication date | Nature of information | |
|---|---|---|
| 14/04/2011 | Notice of Imerys buyback program of its own shares put to the approval of the Ordinary and Extraordinary Shareholders' General Meeting of April 28, 2011 |
9. Publications in Bulletin des Annonces Légales Obligatoires (BALO)
Available on www.journal-officiel.gouv.fr/balo
| Publication date | Nature of information |
|---|---|
| 12/05/2010 | Notice of approval of the annual financial statements and consolidated financial statements as on December 31, 2009 |
| 21/03/2011 | Preliminary notice to the Ordinary and Extraordinary Shareholders' General Meeting of April 28, 2011 |
| 11/04/2011 | Notice of meeting to the Ordinary and Extraordinary Shareholders' General Meeting of April 28, 2011 |
10. Information filed with the Paris Commercial Register and publication in legal gazettes
Available from the Paris Commercial Register and on www.infogreffe.com
| Filing number and date |
Decisions |
|---|---|
| 22013 11/05/2010 |
Filing of the 2009 Annual accounts |
| 42111 17/05/2010 |
Share capital amendment - Extract of the minutes of the Board of Directors' meeting of April 29, 2010 - Updated by-laws as of April 29, 2010 |
| Appointment of Directors: Mr. Ian Gallienne, Mrs. Fatine Layt, Mr. Olivier Pirotte (in replacement of Mr. Thierry de Rudder), Mr. Pierre-Jean Sivignon |
|
| Change of Auditors : appointment of Ernst & Young et Autres as joint statutory Auditors (in replacement of Ernst & Young Audit) ; appointment of Auditex as joint alternate auditors in replacement of Mr. Jean-Marc Montserrat) |
|
| - Extract of the minutes of the Shareholders' General Meeting of April 29, 2010 Legal announcement published in Les Petites Affiches on May 10, 2010 |
|
| 101189 18/11/2010 |
Appointment of a delegate chief executive officer: Mr. Gilles Michel - Extract of the minutes of the Board of Directors' meeting of July 29, 2010 Legal announcement published in Le Quotidien Juridique on November 15, 2010 |
| 101192 18/11/2010 |
Appointment of a Director : Mr. Gilles Michel in place of Mr. Gilbert Milan - Extract of the minutes of the Board of Directors' meeting of November 3, 2010 Legal announcement published in Le Quotidien Juridique on November 15, 2010 |
| 4066 14/01/2011 |
Decision to decrease the share capital - Extract of the minutes of the Board of Directors' meeting of December 16, 2010 – share capital decrease by cancellation of self-held shares |
| 20845 03/03/2011 |
Authorization to decrease the share capital - Extract of the minutes of the Shareholders' General Meeting of April 29, 2009 – Authorization granted to the Board of Directors Legal announcement published in Le Quotidien Juridique on February 14, 2011 |
| 20847 03/03/2011 |
Share capital amendment - Decisions of the Chief Executive Officer of January 10, 2011 – Share capital increase as on December 31, 2010 - Updated by-laws as on December 31, 2010 (further to the share capital decrease of December 16, 2010 and the share capital increase as on December 31, 2010) Legal announcement published in Le Quotidien Juridique on February 14, 2011 |
| Notice of Meeting of the Ordinary and Extraordinary Shareholders' meeting of April 28, 2011 Legal announcement published in Le Quotidien Juridique on April 11, 2011 |
11. Information on the total number of voting rights and shares (pursuant to article L. 233-8 II of the French Code of Commerce and to article 223-16 of the General Regulation of the AMF)
Available on www.imerys.com
| Publication date | Nature of information |
|---|---|
| 05/05/2010 | Situation as on April 30, 2010 |
| 02/06/2010 | Situation as on May 31, 2010 |
| 05/07/2010 | Situation as on June 30, 2010 |
| 05/08/2010 | Situation as on July 31, 2010 |
| 02/09/2010 | Situation as on August 31, 2010 |
| 06/10/2010 | Situation as on September 30, 2010 |
| 03/11/2010 | Situation as on October 31, 2010 |
| 01/12/2010 | Situation as on November 30, 2010 |
| 10/01/2011 | Situation as on December 31, 2010 |
| 03/02/2011 | Situation as on January 31, 2011 |
| 01/03/2011 | Situation as on February 28, 2011 |
| 05/04/2011 | Situation as on March 31, 2011 |
12. Annual information document
Available on www.imerys.com
| Publication date | Nature of information |
|---|---|
| 21/04/2010 | Annual information document (April 21, 2009 – April 21, 2010) |
13. Other publications with respect to ongoing information
Available on www.imerys.com
| Publication date | Nature of information |
|---|---|
| 03/05/2010 | Publication of executive officers' compensation components |
| 05/11/2010 | Information on executive officers' compensation components |
14. Other information published by the Company
Available on www.imerys.com and/ or on www.amf-france.org
Letters to Shareholders:
- Letter No 49 (May 2010) First Quarter 2010 results and Imerys Sustainable Development approach
- Letter No 50 (September 2010) First Half 2010 results and acquisition of the Brazilian company, Pará Pigmentos SA
- Articles of Association and by-laws:
- Update on 29/04/2010 (05/05/2010)
- Update on 31/12/2010 (12/01/2011)
- Minutes of the Ordinary and Extraordinary General Meeting of April 29, 2010 (28/07/2010)
- 2010 First Half financial Report (30/07/2010)
- In Brief 2009 (10/05/2010)
-
2010 Annual brochure (01/04/2011)
-
Presentations:
- 2010 General Meeting First Quarter 2010 results (29/04/2010) Presentation Meeting and road shows
- Sustainable Development Group's presentationJune 2010 (30/06/2010)
- First Half 2010 results (30/07/2010) Conference call with financial analysts + road shows
- Results to September 30, 2010 (03/11/2010) Conference call with financial analysts + road shows
- 2010 Results (15/02/2011) Presentation Meeting
- Group's Presentation (12/04/2011) Road shows and 2010 Annual Results
15. Preliminary documents to the Shareholders' General Meeting (pursuant to article R. 225-73-1 of the French Code of commerce)
Available on www.imerys.com
| Publication date | Nature of information |
|---|---|
| 01/04/2011 | Information relating to the Ordinary and Extraordinary Shareholders' General Meeting of April 28, 2011 |
| - Preliminary notice published at the BALO on March 21, 2011, including the agenda and the drafts of resolution proposed by the Board of Directors - Number of shares and voting rights of the Company as on March 21, 2011 - Notice of Meeting (brochure) |
|
| - Notice of Meeting published in the BALO and in Le Quotidien Juridique on April 11, 2011 - Voting form - Documents' request form |
|
| Board of Directors' reports | |
| - Management report on financial year 2010 - Presentation of the resolutions by the Board of Directors |
|
| Financial and accounting information - Consolidated and statutory financial statements of financial year 2010, including the proposal of allocation of the 2010 earnings - Auditors' reports on the 2010 consolidated and statutory financial statements as well as on the related party agreements and commitments - Income of the Company over the past 5 fiscal years |
|
| Corporate Governance - Presentation of the members of the Board of Directors and Executive Management - Information on Directors whose appointment or renewal will be proposed to the Shareholders' General Meeting |
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