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Shareholders's letter - March 2008






To the Shareholders,

The year 2007 signaled further growth in Wendel's results, reflecting the quality of its assets and the Group's capacity to develop its subsidiaries and affiliates. Net income, Group share, totaled 879 million euros. Net income from subsidiarieswas 408million euros, up 13%. All of the Group companies contributed to the year's performance, with average organic growth of 7%.

The year 2007 also marked a major step forward in the Group's development.

First, Bureau Veritas's October 2007 IPO was a success. Wendel remains the controlling shareholder with 63% of the capital. This represents a major stage in the development of Bureau Veritas, which aims to double its size in the next five years. The IPO generated 1.2 billion euros for Wendel.

In addition, Wendel invested in Saint-Gobain in order to become its principal shareholder. Observing that throughout the year 2007 valuations of investments in unlisted assets had become excessive, Wendel decided, in its role as a long-term professional shareholder, to acquire a position as the principal shareholder of a major listed company. By becoming Saint-Gobain's largest shareholder with more than 20% of the capital, Wendel took a solid, long-term position in a diversified group of great quality, the world leader in the market for building materials and their distribution.Wendel is convinced that in spite of a more difficult economic environment, Saint-Gobain, like Legrand recently or Bureau Veritas 12 years ago, has significant potential for development, in particular in emerging countries and in the segment of products linked to energy conservation. The objective is to support the strategy implemented by Saint-Gobain's CEO and to contribute to the achievement of the company's projects while providing shareholding stability.

Wendel is pleased to have determined with Saint-Gobain the modalities of its participation in the governance of the group. These modalities acknowledge that Wendel plays an active role in the strategy and identification of areas in which there is a potential for improvement, and they enableWendel to exercise its position as principal shareholder with significant influence in Shareholders' Meetings and on the Board of Directors. Wendel will thus be represented on the Board of Directors of Saint-Gobain by three members of the Board, the first two, Bernard Gautier and myself, as of June 2008. In addition, as members of the Strategic Committee that was formed at its request, Wendel can examine the strategic plan and the potential for improvement with a view to boost development and create value. Lastly, a Wendel member of the Board will sit on the Appointments Committee.

Wendel began to acquire Saint-Gobain shares in September 2007 at an average price of approximately 72 euros. With the market slowdown, amplified by the negative opinion of the building sector, the Saint-Gobain share price is now closer to 50 euros. Wendel structured its financing in order to increase its holding to a maximum of 21.5% of the capital of Saint-Gobain, while optimizing its risk profile. For 21.5% of the capital, the investment will be approximately 5.5 billion euros. Wendel invested 1.6 billion euros of its own resources to finance the purchase of Saint-Gobain shares and protection from a decline in the share price. In line with its long-term strategy, Wendel also arranged financing without recourse on Wendel in the amount of 4.3 billion euros over a period of three to five years, while ensuring the Group of a very high level of liquidity.

At the same time, the Wendel Group continued to develop as the Company's subsidiaries made 30 acquisitions in 2007 for a total of approximately 760 million euros. These acquisitions confirm the leadership positions of the Group's subsidiaries and bolster their future development, particularly in emerging markets.

Although Wendel's share price was impacted by the financial crisis, it has multiplied by three in the last five years, while the CAC 40 index grew at a rate that was two times less rapid over the same period.

Reflecting the growth in net income from subsidiaries, which translates the good performance of all of the Group's companies, Wendel will propose that the Shareholders' Meeting of June 9 approve an ordinary dividend of 2 euros.

Since the end of 2007, the economic situation in the United States and to a lesser degree in Europe has significantly worsened because of the financial crisis provoked by the non-payment of American real estate loans. This deterioration of the international financial system created a climate of uncertainty that has not spared Wendel. In an environment that is more uncertain and more difficult, the diversification of our subsidiaries, the dynamism of their marketing and innovation policies, and the focused thrust of their acquisition strategies are more than ever essential advantages. We believe that our development model, the quality of our assets and our strategy to renew and diversify our holdings should allow us to achieve a new year of growth in 2008.

I thank you for your confidence..

Jean-Bernard Lafonta
Chairman of the Executive Board















In 2007, Bureau Veritas reported strong growth in net sales (+12%) to 2,067 million euros. Organic growth was up +10%, reflecting significant development in the Marine, Industry, Government Services and International Trade, Consumer Products and Certifications divisions. Exchange rate fluctuations had a negative impact of 3% on growth as the euro appreciated vis-à-vis other major currencies. Adjusted operating income was 312 million euros in 2007 (+16% over 2006). The adjusted operating margin stood at 15.1%, after 14.5% in 2006.

In 2007, Bureau Veritas pursued its external growth and confirmed its leadership in industry consolidation with the acquisition of 16 companies representing annual net sales of approximately 260 million euros. The acquisition of CCI Holdings enabled Bureau Veritas to double its size in Australia, and through the takeover of ECA, Bureau Veritas acquired a position as a leader in Spain in inspection and in-service verification, services to industry, certification and the technical inspection of buildings. Altogether, acquisitions in 2007 contributed 5% to the growth of Bureau Veritas.

Bureau Veritas, which has a portfolio of activities that are diversified by business, market and geographic region, limits its exposure to economic cycles. The year 2008 targets the company's previously announced objectives to double net sales by 2011 compared with 2006, on the basis of average organic growth of 8%, acquisitions, a higher operating margin, and annual average growth in net income of 15% to 20%.

Bureau Veritas considers that on the basis of the consolidated entity at the end of December 2007 (excluding acquisitions made in 2008) and on a constant foreign exchange basis, the rise in net sales and adjusted operating income in 2008 is expected to be 15% higher than in 2007.

The prospects for external growth are also very positive, and Bureau Veritas announced at the beginning of February that an agreement had been signed to acquire the Chilean leader Cesmec (21.5 million euros in net sales in 2007).


Legrand's performance was excellent in 2007. Net sales increased significantly, up +10.5% over 2006, to 4,129 million euros. Organic growth was sustained at +8.6%, and acquisitions contributed 3.6% of the group's growth..

Recurring adjusted operating income increased by +14.4% to 732 million euros. And net income rose significantly from 2006, to 421 million euros in 2007.

A recurring factor in the group's development, self-financed external growth again picked up speed in 2007. These very targeted acquisitions provide Legrand with access to rapidly expanding markets in emerging countries. Net sales in these countries increased by +18% in 2007 on a constant consolidation and foreign exchange basis, thereby contributing approximately 50% of the group's organic growth and also augmenting the group's exposure to service and industrial markets.

As a result of the strong growth in results and the control of capital employed, free cash flow was up 21% in 2007 to 553 million euros, representing 13% of net sales, versus 6% in the past, reflecting the structural improvement in Legrand's capacity to generate a highly significant level of free cash flow on a recurring basis.

The performance reported in 2007 illustrates the structural change in Legrand's economic model, combining increased financial solidity and a tangible acceleration in the pace of growth. For 2008, with the economic slowdown and in the absence of major economic developments in its markets, Legrand is confident in its capacity to increase net sales by 7% to 9% excluding the impact of foreign exchange fluctuations and after accounting for acquisitions, and to achieve in the same period an adjusted operating margin close to the one reported in 2007.

Growth picked up speed in 2007 with a 16% increase in net sales, boosted by the dynamism and growing reputation of the company's sublingual treatment, which expanded 21%. This positive development concerned all markets and the principal vector was the significant rise in the number of new patients, especially in France and Germany.

This good volume of business generated operating income before R&D of 49.1 million euros, up 19%, and operating income of 25.3 million euros, up 9%. Net income, Group share, totaled 16.3 million euros, representing a 12% increase over 2006. These good results were achieved in a context of a rapid hike in R&D (+32%) and marketing expenses (+20%) linked to the tablet program. By maintaining a comfortable margin of net profitability, the company again generated a significantly positive free cash flow of +6.5 million euros and reduced its net financial debt by 14% to 10.4 million euros.

The R&D budget represented more than 16% of net sales. As a precursor and a leader in under-the-tongue anti-allergy treatments, Stallergènes spearheads an ambitious development program designed to propose tablet treatment. The tablet-based sublingual anti-allergy treatment Oralair® comprises three products (grass pollen, birch pollen and mites). It aims to treat the main allergies that affect approximately two out of three patients in Europe. The effectiveness and good tolerance level of Oralair® Graminées were validated by the results of clinical studies of adults and children at the end of 2007. These tablets will be subject to a process of mutual recognition in most European countries, once they have been approved by German health authorities.

For 2008, Stallergènes forecasts further growth in business (>10%) and in R&D, which is expected to represent 17% to 18% of net sales in 2008.

Under stable market conditions, Editis reported net sales of 760 million euros in 2007, outperforming the market thanks to organic growth of +2.5%. In 2007, Editis again significantly increased operating income (+16%), thereby locking in profitability of 12.2%.

This good performance was achieved through an increase in its three business segments, Literature, Education and Distribution, which benefited from new contracts signed with publishers outside the group, thus strengthening the activities of Interforum.

In 2007, Editis pursued an active acquisition policy, taking control of the Belgian group De Boeck, Editions Gründ and Paraschool. With its 2006 acquisition DNL, this external growth contributed to an increase in consolidated net sales (+9%), and offset the impact of the termination of the university publishing distribution contract that was transferred to the Lagardère group as of January 1, 2007 (-10%). These acquisitions bolster the group's three lines of business and demonstrate its dynamism as well as its ability to anticipate market trends.

In 2007, Editis built up its skills and financial resources to meet the digital challenge and develop the processes, products and services that will assure it of a competitive position at all stages of the editorial chain from the writer to the reader.

The beginning of 2008 was marked by a new organization of the Editis group's publishing houses. After the merger of Editions Gründ and Editions First, it was the turn of Editions Perrin and Les Presses de la Renaissance to join forces. Hemma also became a part of the group Place des éditeurs and its new branch that targets young people. Beyond fostering complementary publishing approaches, these mergers will enable the group's publishers to acquire the size and means they need to grow.

In 2008, Editis plans to pursue organic growth through the development of new publishing fields, the signing of new distribution contracts and opportunities linked to digital developments. Editis also aims to seize any acquisition opportunity that will allow it to expand its business.

Oranje-Nassau produced 5.4 million barrels of oil and gas in 2007, up 8% from the previous year, reflecting the startup of the Buzzard oil field located on the British continental shelf. This successful launch largely offset the natural depletion of its other oil and gas fields and the delay in the startup of the Janice and Cook fields. Energy net sales totaled 243 million euros, up 5% from 2006.

The company's strategy remains unchanged. The group does not engage in exploration, which involves too many risks, and is only interested in operating fields.

In July 2007, Oranje-Nassau signed an agreement with Devon Energy International to acquire for USD 206 million all its oil assets located off Gabon, subject to the authorization of Gabonese authorities. These fields should increase the group's production by approximately 15%.

On the other hand, divestment opportunities led Oranje-Nassau to sign an agreement to sell half of its interest, i.e. 9.1% of its 18.2% equity interest in the Janice field located on the British continental shelf. Finalized in January 2008, this divestment and the corresponding capital gains will be reported in the 2008 financial statements.

In the first half of 2007, considering that the economic environment was favorable, Oranje-Nassau decided to sell its real estate activities, comprised of approximately 67,000 m2 of offices and commercial premises. The transaction took place in October, and the post-tax net capital gain stood at 51 million euros.

In addition to its traditional activity in energy, Oranje-Nassau has developed an investment activity in the Netherlands since 2006. With the backing of Wendel, it has acquired equity interests in groups with high development potential. In 2006, Oranje-Nassau had acquired 8% of the capital of AVR together with KKR and CVC Partners. AVR is the leading waste management company in the Netherlands. It has acquired Van Gansewinkel, thereby confirming its position as a European leader in this sector..

The production of oil is expected to continue to rise in 2008 with the acquisition of the oil fields in Gabon. The group is in a favorable situation to pursue its investments.



In 2007, Saint-Gobain reported sustained activity with a rise in net sales of 5.0% on a comparable basis (of which +3.7% in prices) to 43.4 billion euros. Operating income was up +10.6% and +11.4% on a constant foreign exchange basis, and the group's operating margin stood at 9.5% of net sales, compared with 8.9% in 2006 (1.4 billion euros).

The Flat Glass sector reported the group's strongest growth in net sales (+10.4% on a real basis and +11.2% on a comparable basis). This growth reflected sustained demand, increased selling prices in flat glass for the construction market and a larger contribution from high value added products.

In High Performance Materials, the Ceramics, Plastics and Abrasives business reported internal growth of 4.5%, which benefited from the good level of industrial investment and production worldwide.

In Construction Products, net sales increased by +2.5% on a comparable consolidation and foreign exchange basis, reflecting vigorous growth in demand in western Europe and in emerging countries (77% of total sales), which largely offset the downturn in the American construction market.

Net sales on a reported basis in the Building Distribution sector showed a 10.8% rise as a result of the acquisitions made in 2006-2007 and of solid internal growth of +5.7%. Business was sustained in most western European countries. Emerging countries remained very dynamic and have now exceeded one billion euros in net sales.

In Packaging, net sales were up +5.5% on a comparable basis, particularly reflecting higher selling prices against a background of vigorous demand in Europe and emerging countries.

Cash flow excluding provisions for Flat Glass fines was 3,762 million euros, up 12.4% compared with 2006. Industrial investments increased by 3.7% to 2,273 million euros, representing 5.2% of sales. Free cash flow (cash flow — industrial investments) rose 28.8% to 1,489 million euros.

The activities linked to the housing market in Europe (in particular, Flat Glass, Distribution, Interior Solutions) benefited from strong demand, amplified by new regulations in terms of energy conservation in the building sector. Emerging countries and Asia, where the group now reports 15% of its net sales and 19% of its operating income, continued to experience sustained growth (+16.6%) in all group businesses.

In a more difficult and more uncertain economic environment in 2008 than in 2007, the group can rely on major factors that boost its resistance: - a strong presence in the building renovation market in Europe; - a position as a world leader in the market for energy conservation in the housing sector; - a significant contribution of Asia and emerging countries to the group's operating income; - continued external growth as well as a solid financial structure and significant free cash flow.

For 2008 and the following years, the group plans to pursue the strategic directions presented in July 2007: - the acceleration of geographic development through growth investments in emerging countries, with the goal to achieve 33% of the group's net sales (excluding distribution) in such countries by 2010; - continued growth through acquisitions, in particular to accentuate the group's presence in emerging countries, increase the potential for innovation and strengthen the Building Distribution sector; - innovation and expended efforts in research and development, especially in the fields of energy and environment.

In 2007, Materis reported sustained, profitable growth with net sales of 1,817 million euros, up +12% from 2006. Adjusted operating income was 228 million euros and the operating margin stood at 12.6%. Innovation, price increases and gains in productivity offset the rise in the cost of raw materials and energy. Materis continued to benefit from a good balance between organic and eternal growth.

Net sales of Admixtures (CHRYSO) totaled 201 million euros, up 16.5% from 2006. Aluminates (KERNEOS) had a good year in 2007 with a 10.8% increase in net sales (327 million euros). In Mortars (PAREX GROUP), net sales were again excellent at 552 million euros, up 13.2% from 2006, in spite of the slowdown in the individual construction market in the United States. The Paints business (MATERIS PAINTS) reported net sales of 748 million euros, up 10.5% from 2006, as it benefited from a rather favorable market in France and a positive upswing in Spain and Portugal.

In 2007, Materis acquired a dozen companies in these four businesses for a total of 70 million euros. Three acquisitions in Brazil, Argentina and Chile confirmed Materis's positions in mortars in South America. Its entry into the Turkish market with the acquisition of GESER (mortars adhesives) as well as the purchase of the fifth largest producer of decorative paints in Morocco for MATERIS PAINTS.

accelerated the group's growth in emerging countries in which Materis reports 18% of its net sales. The PAREX GROUP acquired a high value added maker of specialty mortars in the United Kingdom, TEC ROC. Materis consolidated its positions in mortars and admixtures in North America by creating a development platform with the acquisition of MERKOTE / Q.E.P. Stone (mortars adhesives in the United States), and PROMIX Technologies (admixtures in the United States).

A great number of products and services were launched in Materis's four activities to supply solid products that are clean-cut and easy to use. CHRYSO launched a line of new generation plasticizers for concrete that facilitate the use of ordinary concrete. KERNEOS launched SECAR XeniomTM, a product that improves refractory concrete by making it simpler, easier to use and more regular. In 2007, the PAREX GROUP launched a powder-less coating and developed this technology in Argentina and the United States. Finally, MATERIS PAINTS developed a certain number of new generations of paints that benefit from the European environmental label Ecolabel..

In markets that are characterized by strong growth in emerging countries, generally stable in Europe, and sluggish in the United States with regard to the construction of individual dwellings, Materis is confident in its capacity to pursue its growth through internal development projects and external growth opportunities.



In the last 18 months, the company's teams worked to merge Deutsch's three independent companies in the United States, France and the United Kingdom. The integration of these three companies into a single global group represented the major challenge in 2007.

In order to adapt the group to its new size, new environment and new challenges, Deutsch was reorganized in two divisions in July 2007, the Industry division and the Aerospace & Transport division.

This reorganization involved setting up worldwide headquarters and developing several cross-division functions in order to optimize the integration of the group and amplify its potential. The group also acquired information and reporting systems that are centralized and more efficient. The reorganized group has set two objectives:
- to develop a full line of products by division;
- to improve the geographic coverage of its customers.
Overall, organic growth was 4% in 2007.

The Aerospace & Transport division reported strong organic growth (+10%), reflecting the first results of the company's cross-marketing strategy, particularly in the United States. For example, the D-Easy product developed and manufactured in France is now sold to Boeing.

The Industry division remained stable in spite of an anticipated 50% drop in the American market for heavy vehicles linked to a change in emission standards (environmental regulation), which had prompted an increase in orders in 2006 by anticipation. Growth in Europe was very good. Finally, the markets for farming and construction equipment were boosted by Asia and emerging countries.

Within the framework of the group's strategic refocus on the manufacture and distribution of high performance connectors, Deutsch conducted three operations at the beginning of 2008: the acquisition of 60% of Ladd, a distributor of Industry Division products in the United States; the acquisition of 50% of Servo Interconnect, a British distributor of connectors for sports vehicles, a sector in which it already has a market share of 50%; and the sale of its non-strategic equity interest in Relays division.

The measures taken in 2007, in particular the procurement optimization program will produce their effect as of 2008. Deutsch is now is a favorable position to accelerate its growth and improve its margins.


After slower growth in the first half in a sluggish environment, organic growth in the second half was 3%, boosted by the advance of high performance coatings (Permuthane) and the Chemical Products division in Asia. During the year, organic growth was up 1% and net sales totaled 311 million euros.

Historically, Stahl benefits from a high ratio of conversion of its gross operating income into cash (more than 70%), because of its limited investments and strict management of working capital requirements. This already high conversion ratio continued to improve and rose to more than 90%, reflecting the measures taken to further reduce working capital requirements.

Stahl's management launched a plan to improve the company's organization and reduce fixed costs. These measures designed to boost the operating margin will bear their fruit in 2008. The new Chairman and CEO, Huub van Beijeren, adapted the company's structure by simplifying it and centralizing the company's production, procurement and logistic functions. He named a vice president to head up each of these three functions. Cost-reduction measures were launched in June, and mainly concerned Europe and the United States. The reduction in operating expense, excluding amortization and depreciation, represented 4 million euros in the second half of 2007.

A new manager took on responsibility for China with the mission to implement an expansion policy in this important market and accelerate the development of the new Suzhou plant. This USD 17.5 million investment enables Stahl to penetrate new markets that were previously difficult to access because of the customs barriers and the high cost of transport and delivery. Production tests were conducted in the first half, and sales took off in the second half of the year. In addition, the sales team doubled in size in the last two years in this region, reflecting the ongoing efforts to increase market share.

Stahl is now able to take full advantage of its 2007 restructuring, amplify growth in the Asia regions, and further optimize the management of its working capital requirements. Stahl is now better placed than its main competitors to seize the different opportunities offered by the market for leather finishing products and the market for high performance coatings.













March 2008 - Shareholder's Letter (pdf)



Previous issues

September 2007 - Shareholder's Letter (pdf)
March 2007 - Shareholder's Letter (pdf)
March 2007 - Shareholder's Letter (flash)
September 2006 Shareholder's Letter (pdf)
September 2006 Shareholder's Letter (Flash)
March 2006 Shareholder's Letter (pdf)
March 2006 Shareholder's Letter (Flash)
September 2005 Shareholder's Letter (pdf)
September 2005 Shareholder's Letter (Flash)
March 2005 Shareholder's Letter
March 2005 Shareholder's Letter (Flash)
September 2004 Shareholder's Letter
March 2004 Shareholder's Letter
September 2003 Shareholder's Letter
March 2003 Shareholder's Letter
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