DRF Technip UK - corporate-ir.net

1 Including the Annual Financial ReportReference Document20092009 Reference Document(Unoffi cial English language translation)This Reference Document was fi led with the French Financial Market Authority (Autorit des march s fi nanciers, or AMF ) on March 24, 2010 in accordance with Article 212-13 of its General Regulations. It may be used for the purpose of a fi nancial transaction provided it is accompanied by a transaction notice approved by the AMF. This document was prepared by the issuer and its signatories are liable for its of this Reference Document are available for free from Technip , at 6-8, all e de l Arche 92973 Paris-La D fense Cedex France, and on Technip s website ( ) and the AMF s website ( ).

2 0022009 Reference DocumentContents Foreword 4 1 Person responsible for the Reference Document Person responsible for the Reference Document Statement by person responsible for the Reference Document 5 2 Statutory Auditors Principal Auditors Alternate Auditors Statement of Statutory Auditors Fees 6 3 Selected Financial Information General Presentation of the Group Selected Financial Information 8 4 Risk Factors risks relating to the Group and its activities risks relating to the Group s industry Regulatory and Legal risks Industrial and environmental risks Credit/counter-party risk Liquidity risk Market risks Risk management policy and insurance 22 5 Information on the Company and the Group History and Development Investments 30 6 Overview of the Group s Activities Technip s business in 2009 Group business environment Description of project strategy The Group s business segments Suppliers Environment 45 7 Organizational Structure Simplifi ed Group Organizational Structure as of December 31, 2009 Subsidiaries and Investments 49 8 Property, Plant and Equipment Signifi cant existing or planned Property, Plant and Equipment and major related Expenses Environmental Matters that may impact the Group s Use of its Property.

3 Plant and Equipment 55 9 Review of Financial Position and Financial Performance 56 Comments Presentation of the Consolidated Financial Statements included in the Reference Document Changes in Backlog and Presentation of Revenues Presentation of Operating Costs Comments on the Results of Operations for the year ended December 31, 2009, compared to the year ended December 31, 2008 Changes in Balance Sheet and Financial Position between the year ended December 31, 2009 and the year ended December 31, 2008 65 10 Capital Resources Comparison of Net Cash Position and Cash Flows for the year ended December 31, 2009 and the year ended December 31, 2008 Comparison of Shareholders Equity and Financing between the year ended December 31, 2009 and the year ended December 31, 2008 69 11 Research and Development, Patents and Licenses Research and Development Patents and Licenses Technological Partnerships Acquisitions 72 12 Information on Trends Prospects Financial Communications Agenda 74 13 Profi t Estimates and Forecasts 750032009 Reference Document 14 Administrative, management , Supervisory and General management Bodies Board of Directors The Company s management Committees of the Board of Directors Confl icts of Interest at the Level of Administrative, management .

4 Supervisory and General management Bodies 82 15 Compensation and Benefi ts Compensation and other benefi ts granted to Directors Compensation and Retirement Commitments of the Group s principal Executives 88 16 Operation of Administrative and management Bodies Description of the Role and Practices of the Board of Directors Company s management Role and Practices of the Committees of the Board of Directors Corporate Governance: Evaluation of the Boardof Directors and of the Board s Committees Contracts between the Board Members and the Company or one of the Group s company 96 17 Employees Workforce Participating interests and share subscription or purchase options held by members of the Board of Directors and other corporate offi cers (mandataires sociaux)

5 Arrangements for involving the employees in the capital of the Company 108 18 Principal Shareholders The Company s Principal Shareholders Shareholder Voting Rights Controlling Interest Agreements that may result in a Change of Control 113 19 Related Party Transactions Main Related Party Transactions Statutory Auditors Special Report on Certain Related Party Transactions for the Financial Year 2009 115 20 Financial Information on the Company s Assets, Financial Situation and Results Consolidated Financial Statements Statutory Financial Statements Dividend Distribution Policy Legal and Arbitration Procedures Signifi cant Changes in the Financial or Commercial Position 196 21 Additional Information Share capital Articles of Association 202 22 Signifi cant Contracts Bond issue 2004-2011 Deep Energy Financing Skandi Arctic Financing BNDES Financing Revolving Credit Agreement and Bilateral Lines Private Placement with Deferred Payment 206 23 Information from Third Parties, Declarations Filed by Experts and Declarations of Interest 207 24 Publicly Available Documents 208 25 Information on Equity Interests 209 AnnexAnnex A.

6 Offi ces held by Board Members, current at December 31, 2009 and over the past fi ve years 210 Annex B: Financial Results of the Last Five Years as of December 31, 2009 212 Annex C: Report of the Chairman of the Board of Directors to the Shareholders Meeting on the Composition, Conditions of the Preparation and Organization of the Board of Directors Work, the Internal Control Procedures and Risk management Procedures Put in Place by the Company (Article L. 225-37 of the French Commercial Code) 213 Annex D: Statutory Auditors report, prepared in accordance with article L. 225-235 of the French Commercial Code on the report prepared by the Chairman of the Board of Technip 228 Annex E: Agenda, Presentation of the Resolutions and Proposed Resolutions 230 Annex F: Annual Information Document 243 Annex G: Reconciliation Tables 246 Annex H: Glossary 2490042009 Reference DocumentForewordWhen used in this Reference Document, the terms Technip and Group refer collectively to Technip SA and to all of its directly and indirectly consolidated subsidiaries located in France and outside this Reference Document, the terms Company and issuer refer exclusively to Technip SA, the Group s parent accordance with Article 28 of European Commission regulation no.

7 809/2004 of April 29, 2004, the following information is incorpo-rated by reference in this document:the 2008 consolidated fi nancial statements and statutory fi nancial statements, as well as the Statutory Auditors reports for the fi nancial year ended December 31, 2008 included in Sections and of the 2008 Reference Document dated March 25, 2009 fi led with the French Financial Markets Authority (hereinafter, the AMF ) under no. ;the key fi nancial information, the Company s and the Group s management Reports and all of the fi nancial information for the fi nancial year ended December 31, 2008 included in Section 3 as well as the sections mentioned in the Reconciliation Tables in Annex G of the 2008 Reference Document dated March 25, 2009 fi led with the AMF under no.

8 ;the 2007 consolidated fi nancial statements and the 2007 Company fi nancial statements, as well as the Statutory Auditors reports for the fi nancial year ended December 31, 2007 included in parts III, IV, V of the 2007 Reference Document dated March 25, 2008 fi led with the AMF under no. ;the key fi nancial information, the Company s and the Group s management Reports and all of the fi nancial information for the fi nancial year ended December 31, 2007 included in parts I and II of the 2007 Reference Document dated March 25, 2008 fi led with the AMF under no. sections of these documents that are not included are either not relevant to investors or are addressed in another part of the Reference Reference Document contains all of the information from the management Report of the Board of Reference Person responsible for the Reference Document.

9 Statement by person responsible for the Reference Document .. 5 Person responsible for the Reference Person responsible for the Reference DocumentThe person responsible for the Reference Document is Thierry Pilenko, the Company s Chairman and Chief Executive Offi Statement by person responsible for the Reference DocumentTo the best of my knowledge, and after taking every reasonable measure for such purpose, I attest that the information contained herein gives a true and fair view of the facts and that no material aspects of such information have been confi rm that, to my knowledge, the fi nancial statements have been prepared in compliance with applicable accounting standards and are a true representation of the assets.

10 Fi nancial position and profi ts of the Company and all consolidated entities and that the management Report as referred to in the Table of Reconciliation in Annex G of this Reference Document is a true representation of the change in business, profi ts and the fi nancial position of the Company and all consolidated entities as well as the description of the main risks and uncertainties facing have obtained a work completion document from the Auditors (lettre de fi n de travaux), in which they indicate that they have verifi ed the information relating to the fi nancial situation and the fi nancial statements presented in this Reference Document and carried out a review of the entire Reference Document. The Statutory Auditors have issued reports on the fi nancial information which are included in sections and of this 2009 Reference Document.