1984-2009

25 YEARS OF GROWTH ON THE STOCK MARKET

1

ANNUAL REPORT 2009 JAARVERSLAG 2009

2

Financial calendar 17 May 2010

Interim statement Q1 2010

25 May 2010

Ordinary General Meeting

26 August 2010

Half-year results 2010

15 November 2010

Interim statement Q3 2010

3 March 2011

Annual results 2010

24 May 2011

Ordinary General Meeting

❛Contents 4 MISSION STATEMENT

46 FINANCIAL SERVICES 48 Bank J.Van Breda & C°

6 MESSAGE OF THE CHAIRMEN

52 Bank Delen 55 BDM-ASCO

10 25 YEARS OF STOCK MARKET LISTING 56 PRIVATE EQUITY 16 BOARD OF DIRECTORS, SUPERVISION AND DAILY MANAGEMENT

18 ACTIVITY REPORT

59 GIB 60 Sofinim

66 ENERGY AND MATERIALS 68 Sipef

20 KEY EVENTS

70 Henschel Engineering 71 Sagar Cements

22 CONTRACTING, DREDGING AND CONCESSIONS 3

24 DEME 30 Algemene Aannemingen Van Laere

72 GLOSSARY

32 NMP

74 ANNUAL REPORT OF THE

33 Rent-A-Port

BOARD OF DIRECTORS 82 CORPORATE GOVERNANCE STATEMENT

34 REAL ESTATE AND RELATED SERVICES 36 Extensa

91 PATRONAGE 92 GENERAL INFORMATION REGARDING THE COMPANY AND THE CAPITAL

39 Leasinvest Real Estate

94 RISK FACTORS

42 Financière Duval

98 FINANCIAL STATEMENTS

44 Cobelguard 45 Anima Care

www.avh.be

Pursuant to the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a Belgian regulated market, Ackermans & van Haaren is required to publish its annual financial report. This report contains the combined statutory and consolidated annual report of the board of directors prepared in accordance with article 119, last paragraph of the Company Code. The report further contains a condensed version of the statutory annual accounts prepared in accordance with article 105 of the Company Code, and the full version of the consolidated annual accounts. The full version of the statutory annual accounts has been deposited with the National Bank of Belgium, pursuant to articles 98 and 100 of the Company Code, together with the annual report of the board of directors and the audit report. The auditor has approved the statutory annual accounts without qualification. In accordance with article 12, §2, 3° of the Royal Decree of 14 November 2007, the members of the executive committee (i.e. Luc Bertrand, Tom Bamelis, Piet Bevernage, Piet Dejonghe, Werner Poot and Jan Suykens) declare that, to their knowledge: a) the annual accounts contained in this report, which have been prepared in accordance with the applicable standards for annual accounts, give a true view of the assets, financial situation and the results of Ackermans & van Haaren and the companies included in the consolidation; b) the annual accounts give a true overview of the development and the results of the company and of the position of Ackermans & van Haaren and the companies included in the consolidation, as well as a description of the main risks and uncertainties with which they are confronted. The annual report, the full versions of the statutory and consolidated annual accounts, as well as the audit reports regarding said annual accounts are available on the website (www.avh.be) and may be obtained upon simple request, without charge, at the following address: Begijnenvest 113 • 2000 Antwerp, Belgium • Phone +32 3 231 87 70 • Fax +32 3 225 25 33 • E-mail [email protected]

ANNUAL REPORT 2009

❛Mission statement

4

MISSION STATEMENT

LONG-TERM PERSPECTIVE • clear objectives agreed upon with the

PROACTIVE SHAREHOLDER • involvement in selecting senior manage-

participations • responsibility of the participations for their own financial position

ment and defining long-term strategy • permanent dialogue with management • monitoring and control of strategic focus

• strive for annual growth in the profits of each participation and in the group as a

and operational and financial discipline • active support to management for spe-

whole

cific operational and strategic projects

• focus on growth sectors in an international context

5

• an independent and diversified group • led by an experienced, multidisciplinary management team • based upon a healthy financial structure to support the growth ambitions of the participations

Our mission: create shareholder value through long term investments in a limited number of strategic participations with growth potential on an international level.

ANNUAL REPORT 2009

❛Message of the chairmen

6 6

“Assuming that the economic climate continues to improve, lower cost bases should allow most participations to realize growth of the current results.”

MESSAGE OF THE CHAIRMEN

Ladies and gentlemen, The year 2009 showed a decrease of global GNP by 0.8% and of world trade by 12.3%. In the meantime, the economies of developed countries have begun to show some signs of recovery. However, prudence is in order, taking into account the increasing government debt and high unemployment rates in the euro zone. Faced with the unprecedented economic and financial crisis, the management teams of the group companies already decided at an early stage to take the necessary restructuring measures. These measures contributed to the stabilisation of results in 2009. Assuming that the economic climate continues to improve, lower cost bases should allow most participations to realize growth of the current results. The management of Ackermans & van Haaren continues to focus on strengthening and gradually expanding the group’s strategic pillars. As previously announced, the group’s strategy was somewhat modified to reflect changes in the world economy which is increasingly driven by the population in high growth countries outside Europe and the United States. Ackermans & van Haaren has resolutely decided to participate in the growth of countries such as India (5.6% in 2009), Brazil (-0.4% in 2009 compared to +5.1% in 2008) and Indonesia (4.5% in 2009) and is for this reason investing in new activities in the energy and materials segment, with a specific focus on high growth markets. With a net profit of 117.5 million euros (114.6 million in 2008), Ackermans & van Haaren successfully resisted the most challenging economic year ever experienced by the current management team. In the contracting, dredging and concessions segment, DEME generated a turnover of 1,403 million euros in 2009 (compared to 1,509 million euros in 2008). The slight decrease is largely explained by the major maintenance works performed on four large dredging ships during the first half of the year. Despite the dredging sector being affected in 2009 by, among other things, the suspension of major

DEME

projects in Dubai, DEME managed to improve its market position with the order book (excluding Port Rashid) increasing from 1,906 million euros to 2,122 million euros as at 31 December 2009. DEME’s order book continues to be well diversified, both geographically and in terms of activities. EBITDA for DEME was 289 million euros in 2009 compared to 302 million euros the year before. This situation enabled DEME to complete the second phase of its investment programme involving the expansion and renewal of its fleet (500 million euros over a period of 2 years). At the same time, DEME managed to significantly strengthen its balance sheet position with shareholders’ equity increasing from 499 million euros to 570 million euros. Moreover, there was a reduction in net financial debt, from 373 million euros (as at 31 December 2008) to 358 million euros at the end of 2009. Backed by its sizeable order book, DEME will continue to invest in its fleet and niche activities. Algemene Aannemingen Van Laere and Rent-APort maintained their positions without significant contributions. Van Laere was faced exceptionally with two important problem sites, while Rent-APort is looking at a few promising port development projects in the southern hemisphere. After realizing capital gains on the sale of part of its pipelines in 2008, NMP returned to posting more normal current results. 7

The real estate and related services segment suffered most from the financial and economic crisis. Nevertheless, the real estate investment company with fixed capital Leasinvest Real Estate stayed the course and achieved good results in 2009. Rental income rose by 17%, driven by the retail sites acquired in Luxembourg end 2008. The high occupancy rate of 97.74% and the rental yield of 7.5 % also ensure recurrent real estate results in the future. IFRS requires the real estate portfolio to be valued every semester, which had an impact on the net result (18.4 million euros compared to 22.8 million euros in 2008). A capital gain of 15.2 million euros was realized on the sale of a building in Luxembourg, but this was completely offset by the portfolio impairment of 17.8 million euros. Leasinvest is expecting

LEASINVEST REAL ESTATE

EXTENSA

ANNUAL REPORT 2009

good current operating results for the current year, but the end result will depend on fluctuations in the value of the real estate portfolio. Real estate developer Extensa is suffering from the slowdown in Romania’s economy, which led to the significant impairment (-8.8 million euros) on the Romanian retail projects, with a strong negative impact on the result (loss of 7.8 million euros). The company’s land development activities, projects at Tour & Taxis, Cloche d’Or and in Istanbul are gaining momentum and continue to offer promising potential for capital gains. The strategy regarding related services in the real estate sector is being further developed. The turnover of Cobelguard grew by 14% and the company posted stable results (2.1 million euros). There was a slowdown in development activities for Financière Duval, but tourism activities continued to perform well and net results came in at 3.7 million euros.

8

Through its acquisition of two elderly homes (216 beds), Anima Care has taken its first steps in this new “residential senior care” niche. The expansion of Anima Care complements the other real estate activities and is compelled by the group’s vision to provide high quality services and infrastructure which meet the needs of an ageing population. After the massive hit taken by stock markets in 2008, there were some indications of an impending recovery during the previous financial year. As a result of Bank Delen’s prudent and consistent asset management approach, client portfolios were only marginally affected in 2008 and this led to a confirmation of clients’ trust in the institution. This resulted in a record growth in assets under management attaining 13.2 billion euros as at 31 December 2009 (compared to 10.3 billion euros in 2008). The cost/ income ratio remained low at 48.3%. Shareholders’ equity increased to 304 million euros (compared to 281 million euros in 2008) and this yielded a Core Tier 1 capital ratio of 33%. The growth in assets under management should enable the increase in net

COBELGUARD

MESSAGE OF THE CHAIRMEN

BANK DELEN

profit of 34.6 million euros (compared to 32.5 million euros in 2008) to continue in the current financial year. Moreover, the group continues to closely monitor the international consolidation of the private banking sector. Bank J.Van Breda & C° continued the consistent implementation of its strategy aimed at entrepreneurs and the liberal professions. All of the bank’s parameters moved in a favourable direction: entrusted funds increased by 13% to 5.6 billion euros while prudent credit policies meant that only very limited provisions had to be made for credit losses (0.09%), and the cost/income ratio remained stable at around 60%. Shareholders’ equity rose to 244 million euros (compared to 223 million euros in 2008), and this yielded a Core Tier 1 capital ratio of 11.8%. Improvements in the interest rate curve resulted – in line with the bank’s real growth and contrary to the previous 2 years – in a return to growth for the bank’s net profit, which amounted to 23.3 million euros (+13%). Subject to changes in the interest rate curve, the measured expansion of the bank’s client base over the past few years should lead to a continued, sustainable increase in net profits. The insurer BDM-ASCO recently decided to focus entirely on its core activity involving transport and property and casualty insurance. Both Asco Life (life insurance) and the Dutch Bruns ten Brink (automobile insurance) were sold at the beginning of 2010. For the private equity segment, a decrease in the contribution to the result to 7.8 million euros (compared to 18.3 million euros in 2008) was recorded in 2009. This drop is partially attributable to a decrease in the current profits generated by the participations, which were affected by restructuring costs during the first half of the previous year. Today’s economic climate is also making it difficult to obtain a reasonable price when selling a company, and this means that the market has almost completely dried up. Unsurprisingly, this situation gave rise to limited capital gains of 4.4 million euros in 2009 (primarily generated through the sale of I.R.I.S. and IDIM). However, an element worth mentioning is the turnaround of results for Groupe Flo, which was subjected to sizeable impairments

BANK J.VAN BREDA & C°

in 2008. Ackermans & van Haaren continues to actively monitor its participations and to invest in profitable long term growth and, in line with the results for the last quarter of 2009, expects to see improved performance from the private equity participations. The increasing importance of the stakes in Sipef, Henschel and Sagar Cements was reflected in the energy and materials segment which in total contributed 12.8 million euros (compared to 9.9 million euros in 2008). Despite substantially lower sales prices for palm oil in 2009, higher volumes and lower costs enabled Sipef to post slightly improved results in 2009 (60.2 million US dollars in 2009 compared to 58.8 million US dollars in 2008). Initial steps taken in India with Sagar Cements and Oriental Quarries & Mines (exploitation of stone quarries) look promising. The group’s debut in the renewable energy market through investments in Max Green (in partnership with Electrabel) and Alcofina is also going as expected. In accordance with the Ackermans & van Haaren model, we aim to make gradual and direct investments with local partners in more remote areas. Management of Ackermans & van Haaren will devote the necessary time and resources to ensure the permanent follow up of these participations and the coherent application of its policy model.

With 122.1 million euros, the group’s net cash position remained stable at the end of 2009. The objective of achieving consistent growth in the group’s shareholders’ equity was once again attained during the previous financial year (1.596 billion euros compared to 1.517 billion euros as at 31 December 2008). An expected return to growth in 2010 has led the board of directors to propose an increase of the dividend from 1.39 euros per share to 1.44 euros per share. We wish to thank all group employees for their prudent yet resolute approach to the financial and economic challenges caused by this changing economic climate.

Alain Dieryck President of the board of directors

Luc Bertrand President of the executive committee

9

GROUPE FLO

SIPEF

HENSCHEL

ANNUAL REPORT 2009

❛25 years of stock market listing

10

25 YEARS OF STOCK MARKET LISTING

1984 - 2009

For more details on the Ackermans & van Haaren share we refer to the separate document in this annual report ■ DATA ON THE SHARE (31/12/2009) SHARES

25

VVPR STRIPS

Euronext (ticker)

ACKB

ISIN code

BE0005562336

ISIN code

BE0003764785

Number of strips

6,733,984

Number of shares

33,496,904

Market capitalisation 1,741.50 million euro

ACKB LISTED NYSE

■ EVOLUTION AvH SHARE, ALL SHARES INDEX BRUSSELS AND SHAREHOLDERS’ EQUITY PER SHARE (€)

EURONEXT

all shares index rebased to AvH share price June 1984

SM

80 70 60 50 40 30 20 11

10

all shares index Brussels(1)

AvH share

2009

2008

2007

2006

2005

2004

2003

2002

2001

2000

1999

1998

1997

1996

1995

1994

1993

1992

1991

1990

1989

1988

1987

1986

1985

1984

0

shareholders’ equity

(1) Source: Euronext Brussels

■ EVOLUTION OF PROFIT AND DIVIDEND PER SHARE (€) 10 9

1.40

8 1.20

7

1.00

6

0.80

5

0.60

4 3

0.40

2

0.20

1

0.00

dividend

2009

2008

2007

2006

2005

2004

2003

2002

2001

2000

1999

1998

1997

1996

1995

1994

1993

1992

1991

1990

1989

1988

1987

1986

1985

1984

0

profit per share

DIVIDEND STRATEGY Ackermans & van Haaren is very focused on the creation of long-term shareholder value. Over the 25-year period since the IPO in 1984, this has been reflected in • growth of the AvH group’s shareholders’ equity from 43.9 million euros in 1984 (statutory) to 1,595.5 million euros in 2009 (consolidated), i.e. a 36-fold increase, • growth of the share price: a 24-fold increase of the price (from 2.05 euros on 20/06/1984 to 51.99 euros

on 31/12/2009) versus a five-fold increase of the All Shares index of the Brussels Stock Exchange, • growth of the dividend by an average of 10 percent per year (CAGR). AvH is aiming at a gradual growth of the dividend in line with the development of the underlying current group results.

ANNUAL REPORT 2009

❛25 years of investments 1984 - 2009

& divestments

Contracting, dredging and concessions

Private banking

Real estate & Private equity

25 ACKB LISTED NYSE

EURONEXT

1994

1984

SM

IPO

NIM (NMP, Leasinvest, Sofinim with Coditel, Sidinvest, SES, Synvest/Corelio, IDIM, Henschel, Axe Investments, Illochroma–incl Alupa, Engelhardt) Ad’Arma BIAC

Van Laere Delen Belcofi

25 YEARS OF STOCK MARKET LISTING

1995 I.R.I.S.

1996

Aviapartner Unisel / SCF

Alken-Maes Thovadec Cope Allman

1996

Decloedt, creation DEME Creyf’s Consumers Distributing

1992

Thovadec Cope Allman

1991

1987

I.R.I.S.

1991

Forasol

Sipef

Alken-Maes

1988

1964

Cooperation Hendrik Willem Ackermans & Nicolaas van Haaren

DIVESTMENT

INVESTMENT

1876

1986

1997

1992

Foundation Dredging International

1989

1974

12

Brinvest Europabank Telenet Atenor Mercapital

Forasol Consumers Distributing

Cobelguard Trasys Turbo’s Hoet

Anima Care Alcofina Oriental Quarries & Mines Max Green

2008

2002

Corn Van Loocke Egemin Net Fund Europe Tibotec-Virco Webdiggers GB - Inno - BM NMC Quick

Cyrill Finance Oleon Valkieser Communications / UBF

13

Corn. Van Loocke

I.R.I.S. IDIM

Illochroma Unisel/SCF Quick

Solvus (Creyf’s) Ad’Arma Aviapartner Telenet Cyrill Finance

2008

Tibotec-Virco

2006

Coditel Ch. Le Jeune Medisearch International

2009

BIAC Advalvas Group

2005

2002

2003

Sidinvest Webdiggers

Rent-a-Port Financière Duval Capital & Finance Spano Manuchar I.R.I.S. Distriplus

Groupe Flo

2007

2004

2005

2001 2001

Europabank

Koffie Rombouts Sagar Cements

BDM-ASCO Advalvas Group Alural Arcomet Medisearch International

2007

2000 1998

2009

2006

Bank J.Van Breda & C°, creation Finaxis Extensa Cindu Hertel Lamitref Industries Ch. Le Jeune

1999

1998

Energy & materials

SES Arcomet Oleon ANNUAL REPORT 2009

❛Retrospective on 25 years 1984 - 2009

of stock market listing

25 ACKB LISTED NYSE

EURONEXT SM

14

The successful resurgence of Ackermans & van Haaren following the Second World War and the prosperous development of the dredging and oil drilling sectors in the 1970s paved the way to list Ackermans & van Haaren on the stock market. At the suggestion of the management at that time, Erik van Baren and Simon Deckers (the first director who didn’t descend from the founding families), a stock market listing was requested in 1984. This strategic decision was also taken to expand the industrial base. The diversification that then started was not intended to create added value over the short term, but instead, together with partners, to envisage the mid-term development of new sectors, which - alongside the existing activities - would allow achieving greater and broader balance.

participation, which represented its first major divestment. In 1991, Ackermans & van Haaren and CFE (via their joint participation in Dredging International) and the Decloedt family merged their interests in marine engineering in Dredging Environmental & Marine Engineering (DEME). At the end of the 90s, the Decloedt family left DEME and its shares were taken over by AvH and CFE. Since 2004 these shares have been split 50/50 between the two parties.

The most striking stages of this new policy can be summarised as follows: In 1986, the company made the management buyout of the Maes Brewery possible by allowing the existing management to acquire the brewery and further manage its development together. In 1990, Ackermans & van Haaren acquired a participation in Creyf’s Interim. In order to better support the growth of Solvus (the new name for Creyf’s), AvH took full control of the company, which had in the meantime become the second largest interim company in Belgium. Merger negotiations with USG (United Services Group) highlighted that the Dutch governance approach was not in line with the AvH model. Because of the major synergies between the two companies, Ackermans & van Haaren decided to sell its 50% LUC BERTRAND AND SIMON DECKERS

25 YEARS OF STOCK MARKET LISTING

Following the influx of capital in Bank Delen in 1992 and the acquisition of Bank J.Van Breda & C° in 1998, a series of successive increases in the participations led to the creation of Finaxis, which grouped the interests of both banks, and to a transformation of the financial services segment. Ackermans & van Haaren’s interest in Finaxis meanwhile increased in several stages to 78.75% In 1994, the National Investment Company (NIM), the holding that grouped the industrial interests of the Belgian government, was privatised. After long negotiations, Ackermans & van Haaren was able to sign the contract worth around half

a billion euros. The fact that AvH was able to offer the best guarantees of continuity for the companies concerned undoubtedly played a major role in this. Later, in 2002, the acquisition of GIB (GB-Inno-BM), in collaboration with the Nationale Portefeuille Maatschappij (NPM), resulted in the creation of the second private equity pool. Ackermans & van Haaren remained focussed on a few core activities, but this doesn’t imply that a core activity can never be sold. And so it was that in 1996 the oil department (Forasol), which in 1964 had been the very first real diversification, was no longer considered to be strategic and was sold. The rising need for capital in that sector, the very large investments in new equipment partly financed with debts, and the extreme economic swings within the industry had resulted in an unacceptable risk profile for the group. 15

Around 2005, a number of divestments (Aviapartner, Quick, Leasing Van Breda) were necessary to ensure that a continuous level of investment could be maintained without harming the inviolable principle, whereby Ackermans & van Haaren doesn’t want to have any long-term net debts. It must also not be forgotten that there were a number of less successful smaller investments. We would go as far as to say “so far, so good”, as there is nothing more dangerous than a company that thinks it is invincible. It is nevertheless essential to learn by analysing the reasons for setbacks, in order to do better in the future.

ERIK VAN BAREN

ANNUAL REPORT 2009

❛Directors, supervision and daily management BOARD OF DIRECTORS seated, from left to right: Frederic van Haaren, Jacques Delen, Alain Dieryck, Luc Bertrand, Pierre Willaert and Teun Jurgens standing, from left to right: Pierre Macharis and Thierry van Baren

16

EXECUTIVE COMMITTEE from left to right: Piet Bevernage, Tom Bamelis, Jan Suykens, Werner Poot, Piet Dejonghe and Luc Bertrand

DIRECTORS, SUPERVISION AND DAILY MANAGEMENT

BOARD OF DIRECTORS President Directors

Alain Dieryck Luc Bertrand

President of the executive committee

Jacques Delen Teun Jurgens Pierre Macharis Thierry van Baren Frederic van Haaren Pierre Willaert

AUDITOR Ernst & Young Bedrijfsrevisoren BCV, represented by Patrick Rottiers and Christel Weymeersch

EXECUTIVE COMMITTEE President

Luc Bertrand

Members

Tom Bamelis Piet Bevernage Piet Dejonghe 17 21

Werner Poot Jan Suykens

FOLLOW-UP PARTICIPATIONS (together with the members of the executive committee) Marc De Pauw André Xavier Cooreman Koen Janssen Matthias De Raeymaeker John-Eric Bertrand

GROUP SERVICES Finance

Tom Bamelis

Financial manager

Hilde Delabie

Group controller

Ben De Voecht

Group controller

Marc De Groote

Accountant

Bart Bressinck

Accountant

Jean-Claude Janssens

Treasurer

Katia Waegemans

Information & communication manager

Legal and administrative affairs Piet Bevernage

Secretary-general

Sofie Beernaert

Legal counsel

Edouard De Saegher

Administration and personnel

Brigitte Adriaensens

Corporate secretary NIM/Sofinim

Michel Malengreau

Fiscal advisor

ANNUAL REPORT 2009

❛Activity report

Contracting, dredging and concessions

Real estate and related services

Private banking

Private equity

Energy and materials

DEME 50%

Extensa Group 100%

Bank Delen 79%

Sofinim 74%

Sipef 21%

A.A. Van Laere 100%

Leasinvest Real Estate 30%

Bank J.Van Breda & C° 79%

GIB 50%

Henschel 50%

Rent-A-Port 45%

Cobelguard 40%

BDM-ASCO 50%

NMP 75%

Groupe Financière Duval 30%

Oriental Quarries & Mines 28%

Anima Care 100%

Alcofina 30%

18

Sagar Cements 15%

Max Green 20%

ACTIVITY REPORT

BANK J.VAN BREDA & C°

BANK DELEN

19

DEME

SIPEF

EXTENSA

ANNUAL REPORT 2009

❛Key events 2009 January

June

• Sofinim (37.5%) and Immobel sell their participation in I.D.I.M. to the Regional Development Agency of the Brussels Capital Region. Sofinim realizes a capital gain of 1.5 million euros on this transaction. • The sale of the Oleon group (Sofinim 37.1%) to the French group Sofiprotéol is completed.

• AvH acquires a 30% stake in Alcofina, a company active in the trading of sugar cane-based bio ethanol. The closing of the transaction took place in December 2009. • Leasinvest Real Estate realizes an important capital gain (15.2 million euros) on the sale of the Bian building (Cloche d’Or) in Luxembourg.

February • Bank Delen is elected “Best Private Bank in Belgium” for the third time in a row by Euromoney.

LEASINVEST REAL ESTATE

20

July • Sofinim sells its stake in I.R.I.S. (6.2%) to Canon Europe and realizes a capital gain of 2.8 million euros on this transaction. BANK DELEN

• Anima Care acquires its first senior care facility in Aalst (Belgium).

August • GeoSea (100% DEME) starts operating the Goliath jack-up platform, the largest of its type, intended for the construction of wind farms at sea. • The stake in Manuchar was increased from 20% to 30%, following the exercise of warrants. • Upon the presentation of its half year results AvH includes a fifth segment in its reporting, namely ‘Energy and materials’.

ANIMA CARE

April • Together with New Delhi-based Oriental Structural Engineers, AvH establishes the joint venture Oriental Quarries & Mines. The joint venture operates three quarries in the area around Delhi (India) for the production of aggregates.

ALCOFINA

KEY EVENTS 2009

DEME

September • Groupe Flo successfully completes a capital increase of 20 million euros (AvH share = 5 million euros).

❛Key events 2010

January • AvH sells, together with its (50%) insurance subsidiary ASCO, 100% of the shares in Asco Life.

February • BDM sells its Dutch insurance branch Bruns ten Brink. • Bank Delen is elected Best Private Bank in Belgium for the fourth time in a row by Euromoney. GROUPE FLO

October • AvH and Electrabel set up the joint venture Max Green, in which AvH holds 20% and which will focus on projects in the field of renewable energy based on biomass. • Extensa and the Luxembourg family Becca increase their respective stakes from 25% to 50% in the ‘Cloche d’Or’ project.

March • Cindu (Sofinim 50%) sells Cindu Chemicals to the American company Koppers.

MAX GREEN

ANNUAL REPORT 2009

21

❛Contracting, dredging and concessions segment

This segment, and in particular the dredging activity, has been the basis of Ackermans & van Haaren since Nicolaas van Haaren and Hendrik Willem Ackermans met in 1876. Many therefore associate AvH primarily with the dredging sector. Over the years, DEME has become one of the four largest dredging companies in the world and a strong diversified maritime engineering company. Only five years after the IPO of AvH, in 1989, it was decided to diversify into dry construction, with the acquisition of Van Laere. DEME

AvH 50%

A.A. VAN LAERE

AvH 100%

One of the largest and most diversified dredging and marine engineering companies in the world.

General contractor for large engineering projects.

Since 1876

Since 1989

D’ARTAGNAN - LIBYA

CEGELEC - ANTWERP

22

80

Evolution contribution

NATIONALE MAATSCHAPPIJ DER PIJPLEIDINGEN

to group result € mio

70

AvH 75%

Operator of pipelines for gas and chemicals.

60

Since 1994

50

RENT-A-PORT 40

Specialised in port development and logistics.

30

Since 2007

20 10

1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

1974

1876

0

H.W. ACKERMANS & N. VAN HAAREN

AvH 45%

DREDGING INTERNATIONAL

CONTRACTING, DREDGING AND CONCESSIONS

DEME

NMP

RENT-A-PORT

Evolution of the segment

DREDGING INTERNATIONAL Dredging was the activity leading to the creation of AvH and remains a very important segment to this day. In 1974, the dredging activities of AvH were subsumed into Dredging International, together with CFE’s Société Générale de Dragage. At the time of the stock market flotation in 1984, Dredging International was the number three in the world, and there were two other major dredging companies in Belgium, namely Baggerwerken Decloedt and Baggerwerken Jan De Nul. At the time, AvH held 44% of the shares.

CONTRACTING AND CONCESSIONS In 1989, AvH diversified into dry engineering. It acquired a 100% participation in the Van Laere Group, one of the largest contractors in the country, specialised in public works and civil engineering. Through the acquisition of the NIM in 1994, the Nationale Maatschappij der Pijpleidingen (NMP) became part of the portfolio. This company, which was originally established by the Belgian State, constructs and manages a pipeline network – for industrial gases and petrochemical products - of more than 700 km.

DEME In 1991, AvH, CFE and the Decloedt family merged their interests in marine engineering in Dredging Environmental & Marine Engineering (DEME). This ensured that a significant part of Flemish dredging know-how remained at home. DEME continued to grow steadily, and its high degree of diversification in activities and regions makes it a true dredging giant and one of the top companies in the world in the sector. It has developed into a highly diversified maritime engineering company, with activities such as dredging, environmental services, the extraction of construction materials at sea, the construction and exploitation of wind farms at sea and energy. Since 2004, shares in DEME have been split 50/50 between AvH and CFE.

DEME - RAMBIZ

The last step in this segment was the establishment of Rent-A-Port in 2007. This company was set up by two former members of DEME’s executive committee and specialises in port engineering and greenfield port projects.

23

NATIONALE MAATSCHAPPIJ DER PIJPLEIDINGEN

ANNUAL REPORT 2009

DEME

24

YUANG DONG 007 - PANAMA

DEME is one of the largest marine engineering companies in the world. From its core activities, dredging and civil marine engineering, the group has developed complementary activities such as environmental engineering (mainly treatment of soil and sludge), services for the oil and gas sector and extraction of construction aggregates from the sea.

■

EXECUTIVE COMMITTEE ■ from left to right:

Eric Tancré, Dirk Poppe, Marc Maes, Martin Ockier, Philip Hermans, Theo Van De Kerckhove, Alain Bernard, Pierre Catteau, Pierre Potvliege, Harry Mommens and Christian van Meerbeeck

CONTRACTING, DREDGING AND CONCESSIONS

OPERATIONAL OVERVIEW 2009

Split of turnover by region

Despite a difficult economic climate in 2009, DEME succeeded in strengthening its position on the national and international markets. Thanks to its strategy of geographical spreading and the diversification of its activities (such as dredging, lifting works, offshore-related and environmental activities), the group succeeded in maintaining its market position in spite of the economic depression. DEME even succeeded in increasing the size of its order book compared with 2008, to a level of 2,122 million euros.

Benelux

Asia Pacific Middle-East + India

30% 12% 9%

Other

29%

Split of turnover by activity 10%

Capital dredging Maintenance dredging

12%

Oil and gas

7%

Environmental works

DEME maintained a very high level of activity in the European home market and in Africa, and grew in South America and Oceania. The Middle East market declined slightly, although oil- and gas-related activities are still an important driver. Several major new contracts were added to the order book, including from Russia, the United Arab Emirates, the Philippines, Ghana, Angola, Papua New Guinea, Australia, Venezuela, Latvia and Brazil. These contracts are evenly spread over the core business and the “dredging-plus” activities.

20%

Europe

53%

18%

Marine works

Tideway Offshore and Marine Contractors, the oiland gas-related subsidiary of DEME, managed to consolidate its position in 2009, both in the area of trench dredging and landfall construction and in the typical field of fall-pipe rock dumping. Continued rapid expansion marked the year 2009 for GeoSea, with high utilisation of its jack-up platforms in the different fields of activities, such as soil investigations, wind turbine installation, directional drilling and even crew accommodation. Ever-growing attention in Europe for renewable energy constitutes a major driving force for offshore wind farm construction. Thanks to GeoSea’s experience in this specialised field and its perfectly adapted equipment, they have been awarded several important assignments in Germany and the UK. DEC-Ecoterres, the environmental branch of the group, confirmed its market leader position and succeeded in maintaining its turnover at last year’s record level. The year 2009 also marked DEC’s first important assignment in Latin America. DBM (DEME Building Materials) invests in marine aggregates, using a balanced geographical spread of gravel concessions and long-term contracts in the UK, France and the Baltic States. Current investments will result in a new gravel trailer joining the DBM fleet in 2011. The “Victor Horta” will have the same 5,000 m3 capacity as the trailer “Charlemagne”.

JUMBOTRAILER PEARL RIVER

AvH beneficial interest: 50% DEME NV www.deme.be (€ 1,000) Turnover EBITDA EBIT Net result Net cash flow

2009 1,402,569 288,966 146,785 102,988 246,206

2008 1,508,776 301,963 174,744 114,827 247,785

2007 1,313,863 259,445 148,533 90,158 203,994

Shareholders’ equity (group share) Net financial position Balance sheet total Personnel

569,546 -358,257 1,828,328 3,532

499,609 -373,373 1,788,679 3,577

410,598 -363,780 1,472,593 2,836

DEME’s current investment programme, covering the period 2008-2011, is in full swing. In the last quarter of 2009, the trailing suction dredger “Artevelde”, with a capacity of 5,600 m3, was delivered, as well as the water injection dredger “Dhamra” and the 6,250-kW cutter suction dredger “Ganga”. The latter two ships will be operated by the Indian subsidiary company ISD. Two new

ANNUAL REPORT 2009

25

self-propelled split barges, the “Sloeber” and the “Pagadder”, with a capacity of 2,750 m3, have been delivered as well. Vessels still under construction are the heavy-duty backakter “Samson” (bucket up to 40 m3), the 13,000 kW seagoing cutter suction dredger “Al Jarraf” for DEME’s Qatari company MEDCO, the “Flintstone”, another 13,000 kW seagoing cutter suction dredger, the 5,000 m3 gravel trailer “Victor Horta” and a new-generation 30,000 m3 hopper dredger that will be commissioned in the summer of 2011. In September 2009, DEME was awarded the “Lion of the Export 2009” by the Flemish export agency, Flanders Investment and Trade. This title applauds the outstanding export performances of the DEME group and its entrepreneurship. I. DREDGING AND MARINE WORKS

26

Benelux activities The activity in the Benelux remained in line with previous years. On the river Scheldt and in the access channels to the Antwerp locks, DEME entered the second year of the new 7-year maintenance dredging contract. At the same time, maintenance work continued in the busy shipping lanes off the Belgian coast and in the ports of Ostend and Blankenberge. The deepening works on the river Scheldt will bring the river to a depth of 15.5 m LAT (low average tide) and were started on Belgian territory. On Dutch territory, the deepening works started at the beginning of 2010. Essential dredging and hydraulic works were executed in Antwerp, Kruibeke (a large flood control area), Ghent, Ostend (a new outer harbour dam and access channel) and in the Scheur Channel off Zeebrugge. The first construction phase of the Thornton Bank C-Power offshore wind farm was completed. In the context of the new Liefkenshoek railway connection to be constructed under the river Scheldt, Dredging International was awarded a contract for very precise dredging in the tunnel stretch. On the Dutch market, DEME acts through the Dutch subsidiary de Vries & van de Wiel. A new company, named de Vries & van de Wiel Kust en Oeverwerken, has been established to increase the market share on the Dutch coastal protection market. The works for the construction of the second Coentunnel in Amsterdam started, and the beach nourishment and coastal protection works at Walcheren (Zeeland) were carried out.

International activities Europe In 2009, a number of interesting new assignments strengthened DEME’s position in Germany, such as maintenance dredging on the Elbe, in Wilhelmshaven and on the Rhine in Cologne. It has also been active in the Mediterranean area with new assignments in Spain and Italy. These include the hydraulic civil construction works in Ortona, Molfetta, Gioia Tauro, Cagliari, Villa San Giovanni and Naples. In France, DEME consolidated its position as a leading dredging contractor for major port extensions while remaining active in maintenance dredging. Its presence in the United Kingdom is growing consistently with new assignments in the core business (such as the Felixstowe South Reconfiguration Project) as well as in oil & gas and hydraulic engineering. The major London Gateway Port-project along the river Thames was awarded to DEME in 2008 and started in the first quarter of 2010. A lot of focus has been put in marketing and tendering activities in Scandinavia and Eastern Europe with the subsequent award of new contracts in Sweden, Estonia, Latvia, Russia and Georgia. • Maintenance and deepening works in the entrance channel and inner port of Ust-Luga port, Russia • Maintenance and deepening of the entrance channel of the Black Sea Terminal in Kulevi, Georgia • Dredging and reclamation for Muuga container port extension in Estonia New contracts for execution as from 2010 have been awarded in a.o. Italy, Latvia and Sweden. Africa Activity on the African continent has been kept on a high level in South, West and North Africa throughout 2009. Since 2007, Dredging International has been carrying out the necessary maintenance dredging activities in all South-African ports (Richards Bay, Durban, Port Elizabeth, East London and Ngqura) and an extension of this contract to 2011 has been obtained. A maintenance dredging contract in Mozambique added this country to the DEME map. The fourth stage of the much-discussed Korle Lagoon restoration project, with an important social and environmental impact, is ongoing in Ghana. New assignments were signed in Nigeria and Angola. In Northern Africa, the Italian subsidiary Sidra completed an offshore assignment in Tunisia, together with Tideway. They are also active in the ports of Misurata and Sirte in Libya, where new contracts have been signed. An example of this is GOLIATH – ALPHA VENTUS - GERMANY

CONTRACTING, DREDGING AND CONCESSIONS

the deepening of the LISCO (Libyan Iron and Steel Company) access channel and port basin at Misurata. Latin America South America remains a challenging market, but DEME managed to keep its activities at a solid level. Strong presence in Venezuela was rewarded with the renewal of maintenance dredging assignments on the Orinoco river and on the Maracaibo Lake navigation channels. In Brazil, Dredging International completed maintenance works in the ports of Rio and Sao Francisco do Sul and deepened the port of Imbituba. The environmental specialists of DEC managed to enter this market with the award of a major remediation and stabilisation contract in the port of Santos. The large-scale Panama Canal Pacific Entrance works are proceeding ahead of schedule and include the widening and deepening of the Canal and the dredging of the access to the Panama International Terminal. Middle East and Indian subcontinent DEME develops its activities in the Gulf through the company MEDCO, a partnership with the Qatari company UDC and the Qatari Government. The same partnering philosophy is applied for the Indian subsidiary company International Seaport Dredging (ISD), which is a partnership with the Indian company Larsen & Toubro. The expansion of MEDCO continued in 2009 with new contracts, primarily in Abu Dhabi. MEDCO also confirmed the purchase of a new cutter suction dredger named “Al Jarraf”. After having completed a first important contract for Takreer in Ruwais, a new industrial site preparation contract was awarded by the same client in Ruwais. The navigation channels in Ras Ghanadha and Al Sadr in Abu Dhabi have been deepened and the Al Marjan Islands 2, 3 and 4 in Ras Al Khaimah (U.A.E.) are completed. The Khalifa port development works and the channel dredging and reclamation works in Ras Ghanada and Al Sadr will be completed early 2010. Due to the worldwide financial crisis, the re-development of the old Port Rashid in Dubai has been terminated by the client Nakheel upon completion of phase 1. DEME has acquired a concession for the exploitation of a stone pit in Oman, with a potential reserve up to 500 million ton, in order to have enough rock material at its disposal for major infrastructure projects in the region. The pit developed normally and new markets are currently being sought for the investments made and the further exploitation of the pit.

In India, ISD was involved in a growing number of important maintenance dredging projects, strengthening DEME’s position on the Indian subcontinent. • Construction of a new harbour including new industrial sites in Dhamra, India • Maintenance dredging in Kakinada, India and Port Qasim, Pakistan • Completion of the navigation channel deepening of the new port of Karaikal, India Asia and Australia In 2009, the market share in Asian markets continued to grow, albeit at a reduced pace. In Singapore, the Jurong Island development works involved interventions at irregular intervals. The “Nile River” performed deepening works on the Mai Liao channel in Taiwan. Remedial environmental works on the Pasig river were started in Metro Manila in the Philippines. In Papua New Guinea, the repair dredging works on the Fly river for the Ok Tedi Mining Company were continued with two cutter suction dredgers. Australia still shows promising perspectives. Activities for the development of a coal export terminal on Kooragang Island, Newcastle were continued while Tideway performed a large trenching and backfilling project for the Pluto Gas Field development on the North West Shelf in Western Australia. A new assignment was obtained for the deepening of the Hunter River which will provide an access to a new coal terminal. Activities in the oil and gas sector The oil and gas specialists Tideway Marine and Offshore Contractors managed to maintain a high level of activity both in the stone dumping segment and in the landfall construction segment. Both fall-pipe vessels, the “Rollingstone” and the “Seahorse”, have been executing rock placement services for pipeline/cable protection and stabilisation for several major offshore pipe-laying contractors and oil-and-gas companies in the North Sea, Tunisia, the Mediterranean area, Mexico and Canada. In 2009, a substantial number of projects were executed: • Completion of the shore approaches and landfalls in Spain and Algeria for the Medgaz Pipeline project • Offshore dredging and backfilling for the Woodside Pluto LNG project in Australia • Completion of the backfill of the shore approach trenches for a gas pipeline in Mina Al Ahmadi, Kuwait

ANNUAL REPORT 2009

27

• Provision of presweeping and pipeline crossing protection services for the BritNed HVDC Interconnector project • Presweep operations prior to pipe and cable lay in Dutch and UK Southern North Sea waters Heavy lifting work at sea Scaldis Salvage and Marine Contractors, in which DEME has a 55% stake, cooperated in several large-scale salvage/wreck clearance works and heavy lift operations all around Europe. Scaldis had a very busy year in 2009 with several new assignments. These include services for civil engineering works, oil & gas companies, the sector of renewable energy and salvage and wreck removal works in Croatia, Norway, Germany, Tunisia, Spain, Belgium and Russia. Nearshore and offshore marine works GeoSea is the specialised DEME company focusing on rock drilling and installations for the construction of jetty foundations and mooring systems, the installation of offshore structures, offshore wind farms and geotechnical investigations at large depths.

28

GeoSea continued its rapid expansion in 2009 for projects using its jack-up platforms. A new jackup platform, the “Goliath”, was launched and performed magnificently on its first assignment on the Alpha Ventus offshore wind farm project in Germany. Deepwater soil investigation campaigns were carried out amongst others for future offshore wind farms in Belgium, the UK and Germany. Piling and drilling works took place in Cameroon for the installation of dolphin piles at the Sonara refinery, while drilling services were performed for BHP Billiton on their RGP5 project in Port Hedland, Australia. Large-scale drilling and blasting works led to the widening and deepening of the Pacific Entrance and South Approach Channel to the Panama Canal. GeoSea has grown to be a reliable and recognised service provider in the market segment of renewable energy. In 2009, GeoSea played an important role in the Thornton Bank far-shore wind farm project. Moreover, pre-piling and turbine installation works were performed on the Alpha Ventus offshore wind farm project in Germany. New contracts have been obtained for similar interventions on the Walney Offshore Wind Farm in the Irish Sea (UK), on the Ormonde Energy offshore wind farm in the East Irish Sea and on the world’s largest offshore wind farm, London Array.

CONTRACTING, DREDGING AND CONCESSIONS

II. ENVIRONMENTAL ACTIVITIES: DECONTAMINATION OF SOILS AND STORAGE OF POLLUTED DREDGING SPOILS DEC, de Vries & van de Wiel, Ecoterres and Extract-Ecoterres are part of the Ecoterres Holding, the environmental group of companies of the DEME group. In 2009, they kept activities at a high level and managed to make a breakthrough in Latin America with the award of an important site remediation assignment in the port of Santos, Brazil. The DEC market position was strengthened and the company was reinforced as the specialist for complex remediation projects in the UK remediation sector. The decontamination of the London Olympics 2012 site in Stratford is well on schedule and the Avenue former coking works project near Chesterfield started in late summer 2009. In Belgium, DI-DEC has started the design, construction and exploitation of a silt treatment and storage system in the port of Antwerp – the AMORAS project. The actual installations will be ready for testing in October 2010. Other projects in Belgium were: • Mechanical dewatering plant for Nyrstar in Balen (long-term contract) • The recovery of 3 acid tar ponds in Ertvelde for the account of Total • A number of in-situ soil remediation works for petrochemical, metallurgic and pharmaceutical companies (e.g. Carcoke in Zeebrugge, Cockerill II industrial site in Liège) • Clean-up of the 8 m-deep cooling ponds at the nuclear power station of Doel • Remediation of a domestic waste landfill in Malvoisin In Sweden, two soil decontamination projects (Bengtsfors and Silvergruvan) were completed and three new projects were awarded, confirming DEME’s market share in Scandinavia and the Baltic states. In Italy, the San Giovanni project in Naples - involving the washing of contaminated dredged sediment - was completed, and in Spain, soil investigation works were executed by Soldec for Serpa in Asturias. In the Netherlands, de Vries & van de Wiel executed a number of soil and sediment decontamination projects. In France, Extract-Ecoterres generated a 10% increase of its turnover and remains a leader in environmental dredging, treatment of polluted sediment and cleaning of industrial or urban water treatment installations. In 2009 they treated contaminated sediments from the canals of Evry and from the port of Paris. They were active in cleaning water treatment installations in Archères (Seine Aval) and in Chatillon (Geneva, Switzerland). They also remediated five polluted industrial sites on French territory.

as part of the first phase of C-Power’s Thornton Bank far-shore wind farm project was completed in May 2009. The 6 x 5 MW wind turbines are fully operational. By the end of the year, they had generated sufficient energy to supply the annual consumption of more than 50,000 consumers. The interesting contracts awarded to GeoSea for 2009 for support in the construction of wind farms are a direct spin-off of the references built by the DEME group on the C-Power project. Power@Sea is also involved in the development of new offshore wind projects in the UK, France, the Netherlands and Poland.

PORT OF SANTOS - BRAZIL

OUTLOOK 2010

III. BUILDING MATERIALS DEME Building Materials (DBM) specialises in the extraction, processing and sale of marine aggregates for the construction industry, originating from its marine sand and gravel concessions. In 2009, the aggregate industry suffered from a temporary downturn of the construction market as a result of the worldwide financial crisis. DBM made the necessary efforts to seek further geographical spread of its concessions and to identify potential partnerships in the European market. A second gravel trailer, the same size as the “Charlemagne”, is currently under construction and will offer further growth potential.

The geographical diversification of the order book and the continued contribution of all DEME specialisations are important drivers for DEME’s activities in 2010. Thanks to its modern fleet, DEME is confident that it will remain competitive in the dredging sector. A well-filled order book provides visibility for the coming years. Further growth in the fallpipe business is anticipated for the years to come. Ever-growing attention in Europe for renewable energy issues constitutes a major driving force for offshore and wind farm construction, which should positively affect GeoSea. As far as DEC is concerned, long-term assignments in Benelux and large-scale environmental contracts in the UK are a guarantee of continuity.

DBM signed long-term framework agreements with clients in Poland and the UK, where deliveries were continued, and the outlook is promising for the future. Aggregates were also delivered to the ports of Le Havre and Dieppe in France, and Vlissingen and Amsterdam in the Netherlands.

IV. CONCESSIONS In 2009, DEME continued its efforts to perform upstream working and to be involved in the development of new projects at an early stage, through the development of concession agreements and PPP agreements (Public-Private Partnerships). Within the specialisation of offshore wind farms, DEME launched initiatives in several European countries through its concession specialist Power@Sea. The first important participation of Power@Sea is the C-Power project on the Thornton Bank, where it will also be responsible for maintenance after completion of the project. The construction work

ANNUAL REPORT 2009

29

ALGEMENE AANNEMINGEN VAN LAERE As a general contractor, Van Laere is renowned in the Belgian construction world. Together with its subsidiaries, Van Laere is active in various industries and works for both private and public clients. Van Laere is not only active in Belgium, but also the Netherlands, Luxembourg and the north of France.

30

WVEM TORHOUT

QUAY WALL ANTWERP

CONTRACTING, DREDGING AND CONCESSIONS

OPERATIONAL OVERVIEW 2009 2009 has been the year in which the repercussions of the economic crisis became visible and tangible in the construction sector. Van Laere had therefore a difficult year, in which it had to do its level best to maintain a stable order book. Van Laere also had to deal with several problem sites where it suffered significant losses (such as the President project in Luxembourg, where Van Laere worked in a temporary association for Atenor). The subsidiaries, on the other hand, generally had a good year. Within the Ackermans & van Haaren group, the close collaboration with Leasinvest Real Estate created synergies. A new office with storage space was built on their account in Zwijndrecht for Cegelec, that leases the building. The “De Warande” shopping centre was completed in Beveren-Waas. Alongside the construction of the shopping section, this project also included the fl ats and an underground car park. The construction of the shopping centre “K in Kortrijk” continued within the scope of the opening in the first quarter of 2010. In Antwerp, several hi-tech projects were realized this year. The “de Singel” project (Stéphane Beel architecture) is a real eye-catcher, as is the restoration of the front of the Central Station. The construction of the 860 m-long quay wall along canal dock B2 in the port also employed an innovative concept. Early 2010, Van Laere received the Innovation Award for this project from specialists of the WTCB and the Construction Federation.

In Ostend, work continued apace on the construction of the Damiaan General Hospital, which has to be completed in spring 2010. In Torhout, a building with a pronounced contemporary architecture was completed for WVEM to a design by Crepain - Binst. This project is not only architecturally striking, it is also built according to strict energyefficiency standards. Another important reference is the work carried out at the site of Doel nuclear power station. ANMECO This 100% Van Laere subsidiary, which specialises in highly complex steel constructions, had a particularly successful year 2009. The “Leuven Station platform roof” project received the European Award for steel constructions. Another noteworthy project is the bicycle and pedestrian bridge over the expressway in Bruges. Anmeco was also responsible for the railings on the new Noorderlaan bridge in Antwerp. A. VANDENDORPE This subsidiary, active in specialist restoration works, also had a successful year. Worth mentioning are the realization of the St.-Walburga church in Veurne, the Casselberg hotel in Bruges and the Moeder Anna project for the Public Social Welfare Centre (OCMW) in Bruges. Together with numerous small restoration works, the restoration of the church in Damme and the treatment of the façades of the Dominican church in Knokke also contributed to the result. THIRAN GROUP This 100% subsidiary achieved excellent results. The projects in Ottignies and Etterbeek, the Immolux Dinant, Aarlenstraat Brussels, Le Castillon and the Sint-Gillis prison (in temporary association with Van Laere) progressed well.

OUTLOOK 2010 The impact of the economic recession will certainly still be felt by the Van Laere group in 2010. Several negotiations are ongoing for projects that could start in 2010. Construction of the State Archive in Bruges with an underground car park is due to begin this year, in partnership with Leasinvest Real Estate.

AvH beneficial interest: 100% A. A. VAN LAERE NV www.vanlaere.be (€ 1,000) Turnover Net result Net cash flow Shareholders’ equity (group share) Net financial position Balance sheet total Personnel

2009 161,044 -1,448 591

2008 135,590 2,411 4,332

2007 133,458 3,221 4,828

32,337 15,823 93,208 524

34,085 21,299 85,697 542

31,974 25,096 94,801 569

The order books of Anmeco, Vandendorpe and Thiran are properly full.

ANNUAL REPORT 2009

31

NMP Nationale Maatschappij der Pijpleidingen (NMP), originally founded by the Belgian State, specialises in the construction and management of pipelines for the transport of industrial gases and products for the petrochemical industry.

Pipelines form strategic, reliable, safe and environmentally friendly supply lines for petrochemical companies, and are vital to their presence in Belgium. As manager of a network of pipelines 700 km in length, NMP contributes towards this.

32

In 2009, the petrochemicals sector was hit hard by the worldwide crisis. Many of the planned investment projects were cancelled or temporarily shelved. As a result, and in consultation with the users, a number of modification works on the NMP pipeline network were postponed. Further expansion projects in the Antwerp port area are not expected in the short term, as planning is determined by the primary investments of multinational chemical concerns, and because the sector is only expected to recover slowly. Potential future projects, such as the transportation of hydrogen and CO2 by pipeline, are being closely monitored. Despite the difficult market situation and the prospects for the Western European petrochemicals sector, the recurrent results of NMP remain good, and the economic crisis is not expected to have any noteworthy impact on the recurrent results for 2010. The significant improvement in results in 2008 was the result of the exceptional capital gains made on the sale of subsidiaries Corenox and Corepi.

AvH beneficial interest: 75% NMP NV

(€ 1.000) Turnover EBITDA EBIT Net result(1) Net cash flow Shareholders’ equity (part group) Net financial position Balance sheet total Personnel

2009 12.803 4.519 2.656 2.126 3.989

2008 13.548 5.205 3.500 15.500 17.205

2007 14.477 5.210 3.183 6.258 8.284

27.113(2) 9.879 47.739 5

50.028 30.742 72.074 5

35.837 22.933 64.891 5

(1) Capital gains on sale of subsidiaries: 12 million euros in 2008, 3 million euros in 2007. (2) After dividend payment of 25 million euros.

CONTRACTING, DREDGING AND CONCESSIONS

RENT-A-PORT Rent-A-Port’s mission is to develop port projects on the basis of the port-related and logistical know-how of the four Flemish ports (Antwerp, Ghent, Zeebrugge and Ostend) and the know-how of maritime structures in the North Sea.

Rent-A-Port’s activities always form part of greenfield projects and can be divided into eight successive stages: port engineering, economic feasibility studies, concept of maritime infrastructure, financing of infrastructure works, supervision of execution, training of port personnel, operation of the port (management) and maintenance of the port or maritime structures.

2009 was a transitional year in which Rent-APort’s activities focused on five strategic points: • Development of three port and logistical projects in Africa (Nigeria, Democratic Republic of the Congo, Ghana) • Development of several industrial mineral streams between Oman and India, including various studies and contracts for the management of the ports and logistics. One of the objectives is also to encourage the growth of maritime exchanges between these two countries and the port of Antwerp. • Development of new partnerships and concessions in the area around the port of Hai Phong (North Vietnam), where Rent-A-Port has been present (via IPEM) since 1997. In 2009, further opportunities were also investigated and negotiated in Central and South Vietnam. • Establishment of a joint venture with the port of Antwerp to win the contract for the management and marketing of the new mega-port in Ducqm (Oman). • Establishment of Rentel, a partnership with ElectraWinds that has submitted an application for the concession of a wind farm off the Belgian coast.

LAGOS - NIGERIA

AvH beneficial interest: 45% RENT-A-PORT NV www.rentaport.be (€ 1,000) Turnover EBITDA EBIT Net result Net cash flow

2009 7,153 -1,912 -4,347 -1,859 75

2008 5,876 2,134 1,730 3,013 3,125

2007 4,639 1,356 1,187 1,875 2,044

Shareholders’ equity (group share) Net financial position Balance sheet total Personnel

3,324 -6,802 20,207 16

5,450 -2,126 17,118 10

3,230 -1,648 13,383

ANNUAL REPORT 2009

33

❛Real estate and related services segment

When the Nationale Investeringsmaatschappij (NIM) (National Investment Company) was privatized in 1994, AvH inherited the small leasing company Leasinvest, which was active in both movable property leasing and real estate leasing. This was followed by the acquisition of the land development company Extensa, the stock market flotation of the real estate investment trust Leasinvest Real Estate, and the internationalization of their operations. Over the last five years, AvH has also diversified into real estate-related services such as security (Cobelguard), the management and operation of holiday parks (Financière Duval) and senior care homes (Financière Duval, Anima Care). EXTENSA (prior Leasinvest NV)

AvH 100%

LEASINVEST REAL ESTATE

AvH 30%

Real estate developer with focus on residential and mixed projects.

Real estate management of offices, logistics and distribution.

Since 1994

Since 1999

DE MUNT - ROESELARE

BIAN - LUXEMBOURG

34

30

COBELGUARD

Evolution contribution

AvH 40%

to group result € mio

Security firm specialized in static and mobile security and store theft prevention.

25

Since 2006 20

FINANCIERE DUVAL

AvH 30%

15

Multidisciplinary French real estate group active in promotion and construction, tourism, health care and car parks.

10

Since 2007 5

ANIMA CARE

2009

2008

2007

2006

2005

2004

2003

2002

2001

2000

1999

1998

1997

1996

1995

1994

0

Initiative in care and health (senior care facilities). Since 2009

LEASINVEST

REAL ESTATE AND RELATED SERVICES

EXTENSA

IPO LRE

COBELGUARD

FINANCIERE DUVAL

ANIMA CARE

AvH 100%

Evolution of the segment

REAL ESTATE The first step in the development of the real estate segment was the acquisition of Leasinvest – active in both movable (e.g. aircraft engines, cranes) and real estate leasing - in 1994 (as part of the NIM). The leasing company went through a difficult period, and it was decided to focus exclusively on real estate leasing. At that time, the old airport terminal of Zaventem was the main asset in the portfolio. In 1998, a golden opportunity presented itself to become a fully-fledged real estate company with the acquisition of the Antwerp-based real estate development company Extensa. Extensa had a land portfolio of around 150 ha and was therefore one of the largest land development firms in Belgium. AvH had financed its bid for Extensa with borrowed capital and wanted to pay this back as soon as possible. Extensa’s real estate portfolio was consolidated with the portfolio acquired from Brixton Real Estate and floated on the stock market in 1999 as the real estate investment trust Leasinvest Real Estate (LRE). LRE steadily increased its real estate portfolio to 538 million euros by geographically expanding into Luxembourg and diversifying into retail and logistics.

At the end of 2001, Project T&T, a joint venture of Robelco and Extensa, acquired the rights to develop the Tour & Taxis site (30 hectares) in Brussels. In 2006, the renovation of the Royal Warehouse was completed, and it was a commercial success. Until today, Tour & Taxis is one of the most important assets in the portfolio, and the development of the next stages of the project continues. Extensa also expanded its operations on the international market. In Luxembourg, the major development project on the Cloche d’Or was done in a 50/50 partnership. In addition, projects in Romania (shopping centres), Slovakia (logistics) and Turkey (residential) were invested in, together with local partners. DIVERSIFICATION INTO RELATED SERVICES In 2006, the real estate segment began to diversify into related services. A first participation was Cobelguard Security (AvH 40%). As the largest security firm rooted in Belgium, Cobelguard Security is specialized in the static security of movable and immovable goods, mobile security and store theft prevention. In the second diversification round, AvH entered the French real estate market. In 2007, a 20% stake was taken in Financière Duval, a dynamic real estate group which aims to offer its customers a total package. This package ranges from land development to the management and operation of buildings, holiday parks, golf courses, senior care and nursing homes, and car parks. Since then, the participation has been increased to 30%. The latest initiative of AvH in this segment was the establishment of Anima Care (AvH 100%) in 2009. Anima Care has the ambition to become a full player in the care sector with a wide range of services. The company wants to invest in real estate as well as in high quality operations.

FINANCIERE DUVAL - PALAIS DU CONGRES - ANTIBES

ANNUAL REPORT 2009

35

LEASINVEST REAL ESTATE ■

EXECUTIVE COMMITTEE ■ from left to right:

Micheline Paredis, Michel Van Geyte, Sophie Wuyts and Jean-Louis Appelmans

The AvH group is active in • real estate management, via Leasinvest Real Estate (LRE): a listed investment trust with a real estate portfolio worth 538 million euros, invested in offices, logistics and retail 36

buildings in Belgium and the Grand Duchy of Luxembourg; MONTIMMO - LUXEMBOURG

• real estate development via Extensa with residential estates as well as mixed developments in Belgium, the Grand Duchy of Luxembourg, Central Europe and Turkey.

EXTENSA ■

EXECUTIVE COMMITTEE ■

from left to right: Ward Van Gorp, Kris Verhellen, Daniël Geerts and Laurent Jacquemart

TOUR & TAXIS - BRUSSELS

REAL ESTATE AND RELATED SERVICES

While the earnings of Leasinvest Real Estate (LRE) remained stable thanks to the recurrent lease contracts, the development activities of Extensa continued to suffer the negative effects of the worldwide real estate crisis. Substantial provisions were made for the activities in Eastern Europe in particular. The AvH group holds a total of 1,204,102 shares (30.0%) of the listed investment trust Leasinvest Real Estate, of which 29.3% is directly held via the Extensa Group. LRE contributed 5.9 million euros in 2009 (compared to 6.4 million euros for 2008) to the result of AvH. The negative result (-7.8 million euros) of the development activities of Extensa can be mainly attributed to: • an additional provision of 3.1 million euros for the ongoing rental guarantee on the retail park in Targu Mures, Romania, which had already been sold in 2007; • goodwill impairments on the participations in a retail park in Focsani (2.6 million euros) and in Deva (3.1 million euros), both in Romania. The consolidated shareholder’s equity of the Extensa Group amounted to 117.7 million euros (119.3 million euros in 2008) taking into account a subordinated loan by AvH for 13.9 million euros. The net financial debt remained more or less stable at 83.9 million euros at the end of 2009, compared to 80.2 million euros at the end of the financial year 2008.

AvH beneficial interest in Extensa: 100% EXTENSA GROUP - LEASINVEST REAL ESTATE www.extensa.be (€ mio)

2009

2008

2007

Balance sheet Real estate investments & leasings Land development Real estate projects Leasinvest Real Estate (LRE)(1) Other assets Total assets

58.1 17.7 52.7 80.7 17.5 226.7

58.0 17.2 47.5 77.6 36.4 236.7

53.6 18.9 41.0 76.5 26.5 216.5

Shareholders’ equity (group share)(2) Financial debt Other liabilities Total liabilities

117.7 88.2 20.8 226.7

119.3 98.4 19.0 236.7

121.2 79.6 15.8 216.5

2009 5.9 -7.8

2008 6.4 -1.7

2007 9.8 15.2

OPERATIONAL OVERVIEW 2009 Extensa Group Sales of building lots and apartments slowed down as a result of the financial crisis and the fall in prices anticipated by potential buyers. However, sales began to pick up again at the end of the third quarter, without prices being adjusted. Since earnings on sales are only recognized at the time when the notarial deed is executed, sales agreements of the fourth quarter have not been incorporated in the result. The contribution of the land development activity was therefore limited to 1.9 million euros. Applications for major development permits were submitted for the ‘Groeningen’ project in Kontich (525 residential units), ‘Parkveld’ in Leuven (70 residential units) and phase 3 of ‘De Nieuwe Heide’ in Hasselt. The road and infrastructural works for the development projects ‘De Lange Velden’ in Ghent-Wondelgem (phase 1), ‘CederPark’ in Hasselt-Runkst and ‘De Nieuwe Heide’ in Hasselt-Kuringen (phase 2) were completed in 2009. The development of fl ats is possible at various locations. The expediency of doing so will depend on the market conditions. In 2009, construction permits were obtained for 30 apartments in Hasselt-Kuringen and the first 28 apartments in Ghent-Wondelgem. 37

Urban development projects also saw a slowdown in activity. In Hasselt-Runkst, construction work began on a first phase of 21 apartments and 25 houses around the already finished ‘CederPark’. The earnings on the units already sold are recognized according to the progress of the works (“percentage of completion”) and will therefore only be noticeable from 2010. CBS-Invest (Extensa Group 50%) has recorded successful sales on plan for phase 1 of the urban development project ‘De Munt’ in the centre of Roeselare. The project consists of 9,261 m² of shops, 150 apartments and an underground car park with 532 parking spaces. Planning permission for phase 1 (underground car park, 49 apartments and 3,700 m² retail) was granted by the City of Roeselare in February 2009.

(1) Number of shares 1,173,866 (29.3%) (2) Including subordinated loan of € 13.9 mio by the AvH group

Contribution to AvH result LRE (incl LREM) Extensa

ANNUAL REPORT 2009

In the urban development project in Leuven (Implant), virtually all 39 residential units and 5 retail sites were completed in 2009. Some major breakthroughs were achieved in the ‘Tour & Taxis’ project in Brussels. On 23 April 2009, the government of the Brussels-Capital Region approved an extraordinary zoning plan for the Tour & Taxis site. This Decree orders the City of Brussels to approve an extraordinary zoning plan for this 30 ha site within three years. In a parallel procedure, and on the basis of the planning application submitted in October 2007, the City of Brussels decided on 17 December 2009 to grant a building permit for a total aboveground floor area of 218,000 m² (offices, residential units, retail and related services, and public facilities). This approved floor area is only a part of the total of 370,000 m² authorized by the Decree of the Brussels Government and for which a special land use plan will be drawn up. The architecture competition for the new office building to be constructed for the Brussels Institute for Environmental Management (BIM) - 16,500 m² - was won by the Dutch firm Cepezed. The BIM opted for an adjustment of the plans in order to make this building one of the most energy-efficient office buildings in Europe.

38

In Luxembourg, the master plan for the development of Grossfeld PAP was finalized and the procedure was initiated for the approval of a special zoning plan by the City. The socio-economic permit for more than 30,000 m² of retail was successfully renewed and the funding for the activities was extended for three years. During the course of the financial year, the 50% stake of Bouwfonds Property Development was acquired; as a result, Extensa and Promobe Participations now each own 50% of Grossfeld PAP.

The past financial year was particularly unfavourable for the retail parks being developed by the Belrom partnership in Romania. Extensa participates in three of these projects, which are each in a different phase. Already in 2007, the retail park (53,000 m²) in Targu Mures (Extensa 30%) was sold to an institutional investor. For the current rental guarantees and in view of the difficult rental market, it was decided to earmark an extra provision of 3.1 million euros. The first and second phases of the retail park (51,500 m²) in Focsani (Extensa 20%) have already been opened. On the basis of the estimated market value at the end of December 2009, it was decided, by way of precaution, to write down the participating interest by 2.6 million euros. The retail park (48,000 m²) in Deva (Extensa 20%) is still under construction. On the basis of far more conservative projections, goodwill impairments were taken on the total of this participation (3.1 million euros). The overall negative impact of the Belrom participations on the results of the Extensa Group thus comes to 8.8 million euros. Extensa Romania (100%) was set up in December 2007 and acts as project developer for two joint ventures in which the Extensa Group has a 50% stake. This includes an office building (25,000 m²) in the well-located “Pipera” neighbourhood in Bucharest and a residential project in Arad, a city in north-western Romania. In view of market conditions, the realization of those projects has been delayed.

Several building lots were sold in the ‘Extensa Business Park’ in Trnava, Slovakia (Top Development, Extensa 50%).

EXTENSA - BOMONTI ISTANBUL

REAL ESTATE AND RELATED SERVICES

Extensa Istanbul (50%) received a construction permit at the end of 2009 for the ‘Bomonti Apartman’ project in the centre of Istanbul. Sales on plan of the apartments have been successful so far, which means that construction work can begin in the first quarter of 2010, around which time the building permit for a tower block with around 100 studios is expected as well. The Belgian real estate investment portfolio (58 million euros, 14 buildings) underwent only very minor changes. The main assets, the Royal Warehouse and the Public Warehouse of Tour & Taxis, and the office building at 72 Tervurenlaan in Brussels, remained virtually completely leased.

Leasinvest Real Estate (LRE) Despite the economic crisis, the dynamic management of the buildings portfolio has led to the successful completion of two redevelopment projects of office buildings (Bian and Montimmo) in Luxembourg. This resulted in a substantial capital gain of 15.2 million euros realized on the Bian project. No further investments were made in 2009. At the end of 2009, the public contract for the construction of the National Archives with underground car park in Bruges was awarded to the consortium ‘Algemene Aannemingen Van Laere - Leasinvest Real Estate’. This project will be completed by mid-2012 and let to the Government Buildings Agency on a 25-year fixed lease. Leasinvest Real Estate is aware of the growing concern with sustainability and the heightened awareness of energy-saving aspects of its buildings. Besides continuous monitoring of the quality of its buildings in terms of energy efficiency, an important step was taken in the shift towards green energy by signing a contract with Electrabel for the supply of green electricity (AlpEnergie). In addition to the purchase of green electricity, Leasinvest installed a system for power generation using solar-cell technology on the roof of a logistics centre in Wommelgem. Around 25,000 m² of roof area was fitted with solar panels. The fair value of the consolidated real estate portfolio, including the project developments, amounted to 538 million euros at the end of 2009 (compared to 563 million euros as at 31/12/08). The decrease is the result of the sale of the Bian office building in Luxembourg and a decrease in the Belgian real estate portfolio as a result of a revaluation in line with the general trend in the property market. This was partly offset by a revaluation upon the completion of the successful leased Montimmo office building. The total investment value (before deduction of transaction costs) as at 31/12/09 amounted to 551 million euros (31/12/08: 578 million euros).

LEASINVEST REAL ESTATE - BRIXTON - ZAVENTEM

AvH beneficial interest: 30% LEASINVEST REAL ESTATE COMM. VA www.leasinvest.be (€ 1,000) Net result(1) Shareholders’ equity (group share)

2009 18,380 274,924

2008 22,833 264,438

2007 33,370 260,696

Real estate portfolio (fair value) Rental yield (%) Occupancy rate (%)

537,518 7.48 97.74

563,234 7.27 97.29

459,145 7.21 97.74

68.79 58.97

66.17 48.05

65.21 66.64

Per share: Net asset value (in €) Closing price (in €)

(1) Until 2007 the financial year of LRE ended on 30 June. In 2008 LRE knew an extended financial year of 18 months. For the definition of the result of LRE in the AvH consolidation 2 semesters of different financial years of LRE are added.

ANNUAL REPORT 2009

39

This real estate portfolio covered a total area of 353,000 m2, spread over 43 buildings in Belgium (59.2% based on the fair value of the portfolio) and 15 buildings in Luxembourg (40.8%).

Offices

16.1%

Logistics Retail

19.8%

64.0%

LEASINVEST REAL ESTATE - ESSENTIEL - BRUSSELS Belgium

40.8%

Luxembourg

40

59.2%

The average duration of the portfolio was 3.93 years (2008: 4.59 years). The occupancy rate remained stable at 97.74% (2008: 97.29%). The rental yield on the fair value amounted to 7.48% as at 31/12/09 (2008: 7.27%). Leasinvest Real Estate continues to manage its real estate portfolio actively and to investigate new investment opportunities. In January 2010, the office building in Zwijndrecht (Antwerp), which is let to Cegelec NV on a 15-year fixed lease, has been successfully completed. In addition, as part of the acquisition agreement that was concluded, 100% of the shares of Canal Logistics NV will be acquired. The ‘Canal Logistics’ project, which is situated along the canal in Brussels (Neder-over-Heembeek), is a major logistical project covering 50,000 m², including 2,500 m² of offices, which will be constructed in two phases. Completion of the first phase is scheduled for the first quarter of 2010, while the second phase is due for completion by the end of December 2010. As at 31/12/09, the shareholders’ equity (group’s share) stood at 274.9 million euros. The re-valued net assets amounted to 68.79 euros per share based on the fair value of the real estate (66.17 euros as at 31/12/08) and 72.27 euros (69.59 euros as at 31/12/08) based on the investment value. The financial debts as at 31/12/09 stood at 255 million euros (265 million euros as at 31/12/08). The debt ratio (calculated in accordance with the Royal Decree of 21/06/06) decreased to 47.61% (52.06% as at 31/12/08), essentially as a result of the sale of the Bian building. LRE’s balance sheet total stood at 552.1 million euros as at 31/12/09.

REAL ESTATE AND RELATED SERVICES

The rental income in 2009 increased to 39.2 million euros (compared to 33.6 million euros over 12 months as at 31/12/08). Leasinvest Real Estate closed its financial year in 2009 with net earnings (group’s share) of 18.4 million euros (22.8 million euros over the same period as at 31/12/08), or net earnings per share of 4.60 euros (5.71 euros as at 31/12/08). The price of the Leasinvest Real Estate share fluctuated during the calendar year 2009 between 45.68 euros and 64.01 euros. The closing price at the end of the year was 58.97 euros. The gross dividend per share for the financial year 2009 will be 4 euros. On the basis of this gross dividend, this gave a dividend yield for the financial year 2009 (at closing price) of 6.78 % (7.91% in the period 2007/2008).

OUTLOOK 2010 The global financial crisis, and the resulting recession in most of the countries where the Extensa Group is active, will delay the completion of various projects. The lower market prices and the longer financing times will inevitably have an impact on earnings. Extensa has already reviewed certain investment positions and is awaiting the award of a number of land development permits, which means favourable prospects for 2010 and subsequent years. LRE is expected to witness a fairly constant occupancy rate in 2010 as a result of an unremitting proactive commercial approach to tenants. The net current earnings for the financial year 2010 are therefore expected to be similar to those for 2009. However, the impact of the financial and economic crisis may lead to further negative variations in the current values of real estate investments and financial assets. LRE will focus on a dynamic management of its buildings portfolio, which may result in further disposals of existing buildings and the search for suitable replacement investments.

41

EXTENSA - SWIMMING POOL SITE - LEUVEN

LEASINVEST REAL ESTATE RIVERSIDE BUSINESS PARK - ANDERLECHT

ANNUAL REPORT 2009

FINANCIERE DUVAL Financière Duval is a multidisciplinary real estate group in France that aims to offer both its private and public customers comprehensive real estate solutions, ranging from the search for sites to managing properties, promotion/construction and real estate services.

FINANCIAL OVERVIEW 2009 Despite the economic crisis, the Financière Duval group performed reasonably well in 2009 with a turnover of 308 million euros and net earnings of 3.7 million euros. The operational activities accounted for 70% of turnover and continued to grow in terms of turnover throughout the financial year. The real estate activities went through a difficult year, yet a positive result could still be recorded nonetheless.

OPERATIONAL OVERVIEW 2009

42

Real estate activities (Promotion and construction; Services; Car Parks) CFA (Compagnie Financière des Alizés; Financière Duval 72.5%) is a well-known developer in the segment of commercial and professional real estate and focuses on the construction of city centres, shopping centres, holiday parks, corporate real estate and public-private partnerships. Besides the property development operations of CFA, the group develops project management activities (ALAMO) and acts as general contractor for turnkey buildings (MCG). The hesitant attitude of investors in a troubled economic market led to delays and a decrease in turnover of the ‘Promotion and construction’ segment to 70 million euros (compared to 104 million euros in 2008). The order book, on the other hand, remained at a high level of around 800 million euros.

Yxime (Financière Duval 61.35%) is a real estate management company that manages approximately 4,000,000 m² of office space and warehouses in France. In 2009, it realised a turnover of 24 million euros (compared to 19 million euros in 2008), and in this way confirmed its position as one of the leaders in the French market. In Paris, the group operates 12 car parks, with a total of 5,200 parking spaces, which makes it the fourth biggest car park operator in Paris. The pilot site of the new car park for dry docks (Port à Sec) has roused much interest. In 2010, a first site with 300 places will be started up in the south of France.

POITIERS PORTE SUD

AvH beneficial interest: 30% FINANCIERE DUVAL SAS www.financiereduval.com (€ 1,000) Turnover EBITDA EBIT Net result Net cash flow

2009 308,307 21,008 12,149 3,682 14,013

2008(1) 318,260 23,560 16,198 5,241 15,278

2007 261,314 26,494 20,180 7,474 18,792

Shareholders’ equity (group share)(2) Net financial position Balance sheet total Personnel

83,264 -81,592 404,535 1,761

78,921 -69,425 396,609 1,430

62,322 -60,421 394,447 1,207

(1) Excluding Vacances Bleues, consolidated in 2009 (2) Including the subordinated loan of AvH

REAL ESTATE AND RELATED SERVICES

Operational activities (Tourism; Sports and leisure; Health) Odalys (Financière Duval 75%), the most important company in this segment, manages and sells holiday residences and residential leisure parks. As the second largest manager of holiday residences in France - with 93,000 beds spread over 250 residences - Odalys welcomed 1.8 million customers in 2009. In June 2010, the capacity will be increased to 100,000 beds. The turnover has risen to 157 million euros.

OUTLOOK 2010 In the current uncertain economic climate, Financière Duval expects 2010 to be a transitional year. The group will concentrate on strengthening its position in the various activities. The recurrent income from operations and real estate should continue its upward trend. The activities in promotion and construction are expected to secure a stable order book and to continue developing in the area of public-private partnerships. This should result in a growth in turnover and operating income.

Les Nouveaux Golfs de France (NGF), 70% of which is held by the group, currently operates 22 golf courses (compared with 17 in 2008). This makes it the biggest commercial chain of golf courses in France. NGF recorded a turnover of 18 million euros. Residalya (Financière Duval 70%) develops and manages senior care homes and nursing homes for the elderly. Residalya has increased its capacity to 1,100 beds, spread over 17 retirement homes. The turnover amounted to 33 million euros. In 2010, a new residence with 83 beds will be opened, and construction of seven new homes will begin. This will raise the total capacity to 2,000 beds in 2012.

43

GREOUX-LES-BAINS

LA VALLEE D’OR

ANNUAL REPORT 2009

COBELGUARD Cobelguard Security is the largest – Belgian-rooted - security firm, specialised in the static security of movable and immovable goods, mobile security and store theft prevention.

FINANCIAL OVERVIEW 2009 In the past year, the Cobelguard group realized again a substantial turnover growth, with existing as well as new customers. Turnover amounted to 53 million euros (compared to 46.6 million euros in 2008), which is a 14% increase. Despite a constant pressure on margins, Cobelguard was able, through economies of scale and a continuous and close monitoring of costs, to achieve a slight increase in operating result (3.2 million euros, or a 6% margin) and net result (2.1 million euros). The consolidated shareholders’ equity at the end of the financial year amounted to 8.0 million euros, for a net debt position of 2.3 million euros. 44

This growth makes it possible, even necessary, for Cobelguard to recruit managers at every level in the company. In 2010, extra focus will be placed on more in-depth training. By an efficient staff retention policy and a highly developed Jr. Management Trainee Project, Cobelguard is strengthening its human capital.

OUTLOOK 2010 Cobelguard wants to continue the growth trend of recent years in 2010 and to strengthen its market share in the Belgian market with respect for qualitative services. Cobelguard also wants to respond creatively to opportunities for new services in the security industry which may present themselves on the domestic and international markets.

OPERATIONAL OVERVIEW 2009 D&S Holding is the parent company of Cobelservices and Cobelguard. Cobelservices offers specific services in the field of day and night reception, parking attendants, stewards, hostesses and related services. Cobelguard focuses mainly on security services for businesses, movie theatres, retail and wholesale, ports, car parks, and surveillance at trade fairs and events. In addition, Cobelguard offers intervention in case of alarm and mobile surveillance assignments (patrolling). Cobelguard is also one of the market leaders in Belgium in the field of store theft prevention. Cobelguard works together with specialized and high-quality technology partners for electronic security services. In 2009, Cobelguard developed its activities in the Grand-Duchy of Luxembourg with a first customer portfolio. The prospection is going full steam ahead, and the turnover is expected to increase in 2010. In addition, Cobelguard continued to extend its range of services in 2009, primarily with a view to offering more specialized profiles and services to its customers.

REAL ESTATE AND RELATED SERVICES

AvH beneficial interest: 39.6% COBELGUARD NV www.cobelguard.be (€ 1,000) Turnover EBITDA EBIT Net result Net cash flow

2009 52,963 3,994 3,162 2,064 2,896

2008 46,624 3,728 3,025 2,006 2,709

2007 40,159 2,992 2,405 1,732 2,320

Shareholders’ equity (group share) Net financial position Balance sheet total Personnel

7,964 -2,317 20,954 1,261

6,549 -3,085 17,956 1,129

5,013 -4,956 18,537 1,106

ANIMA CARE Anima Care specializes in the care and health sector in Belgium and focuses on the upmarket segment of accommodation and care for the elderly. In the segment of residential care for the elderly, Anima Care invests in operational activities and in real estate.

OPERATIONAL OVERVIEW 2009 In 2009, several acquisition opportunities were examined. Eventually, two acquisitions were successfully concluded, which account for 216 residential units: 178 beds in retirement homes (of which 98 nursing home beds, 70 retirement home beds and 10 beds for short stays) and 38 service flats. • In February, Anima Care acquired the new residential and care complex “De Toekomst”. This centre for the elderly is situated in the centre of Aalst. It was opened in 2007. • In October, “Rusthuis Kruyenberg” in Berlare was acquired. This senior care home is intended for elderly people who need intensive care.

Anima Care also acquired sites in Zemst and Diest for the construction of greenfield developments, which together account for 180 beds, and established valuable contacts for future projects.

FINANCIAL OVERVIEW 2009 The consolidated results for 2009 of Anima Care incorporate the figures of the senior care centre “De Toekomst” for the whole financial year 2009. “Rusthuis Kruyenberg” was only consolidated as from the fourth quarter of 2009. The net results of Anima Care was still negative in 2009, due on the one hand to the partial consolidation of the retirement homes acquired during the course of 2009, and on the other hand to the considerable analysis and development costs of new projects, projects yet to be realized, and projects that were not realized.

OUTLOOK 2010

DE TOEKOMST - AALST

AvH beneficial interest: 100% ANIMA CARE NV (€ 1,000) Turnover EBITDA EBIT Net result Net cash flow Shareholders’ equity (group share) Net financial position Balance sheet total Personnel

2009 4,572 197 -438 -517 118

Anima Care still lacks the scale to be profitable, yet strives to break even in the short term. For that reason it will continue in 2010 to work on its expansion and will examine various acquisition opportunities. There will also be a strong focus on the improvement of quality and operational excellence at the existing residential care facilities. Systems and procedures will be harmonized, so that the first effects of scale (e.g. in the areas of purchasing and quality) will become visible in 2010. Furthermore, the range of services will be extended and slight capacity increases will be implemented at the two residential care centres. Finally, Anima Care expects to begin construction of the new residential care centre with service fl ats in Zemst at the end of 2010. At this new centre, Anima Care will put its own residential-care concept into practice.

5,749 -8,557 18,640 103

ANNUAL REPORT 2009

45

❛Financial services segment Prior to its stock market flotation in 1984, Ackermans & van Haaren had a very modest presence in the financial sector, through shareholdings in the Antwerp Metropolitan Bank and the Antwerp savings bank Anhyp. The real development of the “Financial services” segment only came after the merger by acquisition of Delen in 1992. The second important step was the acquisition of Bank J.Van Breda & C° in 1998 and the creation of the banking group Finaxis. Finally, insurance was added to the segment through the acquisition of BDM-ASCO in 1999.

BANK DELEN

AvH 79%

BANK J.VAN BREDA & CO

AvH 79%

Private bank focused on asset management and patrimonial advice.

Specialised advisory bank for entrepreneurs and liberal professions.

Since 1992

Since 1998

46

*excluding capital gain on sale leasing Bank Van Breda Evolution contribution

50

BDM-ASCO

AvH 50%

45

Insurance group focused on marine and industrial insurance.

to group result € mio

40

Since 1999 35 30 25 20 15 10

BANK DELEN

FINANCIAL SERVICES

FINAXIS ASCO-BDM BANK J. VAN BREDA &CO

2009

2008

2007

2006

2004

2003

2002

2001

2000

1999

1998

1997

1996

1995

1994

1993

1992

0

2005*

5

Evolution of the segment

BELCOFI At the start of the nineties, there was a breakthrough for AvH in the financial sector. In 1991, a small shareholding was taken in Fincomp, the controlling holding company of Belcofi. This small financial holding led to the merger with Delen in 1992, which controlled both Fincomp and Belcofi. AvH was primarily interested in Belcofi as a potential leverage for the financing of acquisitions, while Delen wanted to be a niche player in private asset management. This activity generated fairly stable results, and the demerger of Belcofi enabled Delen to focus on the stockbroking activity and to develop into a full-fledged asset manager. BANK DELEN In 1994, the Liège Banque de Schaetzen was acquired, whereby Delen obtained the bank status and was converted into Bank Delen. The results continued to exceed expectations and the assets under management increased from 0.55 billion euros in 1992 to 13.2 billion euros in 2009. This increase was partly driven by internal growth and partly by acquisitions (e.g. Goffin Lannoy, De Ferm, Havaux, BI&A, Capital & Finance). Meanwhile, Bank Delen has become a powerful niche player and a focused private bank. Since 2007, the bank has been elected the “Best private bank” in Belgium by Euromoney for four consecutive years.

BANK J. VAN BREDA & C°/ FINAXIS In 1998, a second important step was taken in the development of the “Financial services” segment. The Finaxis banking group was created, with the contribution of Delen Investments by AvH and of Bank J.Van Breda & C° by the Leysen and Van Antwerpen families. Initially, AvH took a holding of 60 percent in Finaxis. Bank J.Van Breda & C° is a strong player on the market for the liberal professions and family businesses, customers who are also highly interested in asset management services. This allows an important synergy between the two banks. Bank J.Van Breda & C° is a stable grower, with a healthy financial structure. The total assets under management from customers rose to 5,644 million euros in 2009. The shareholder structure of Finaxis was simplified in 2004. The remaining shares of the family shareholders of Bank J.Van Breda & C° were realized, and the Delen family acquired a holding of 25% in Finaxis. The shareholding of AvH in Finaxis further increased in 2008 from 75% to 78.75%. BDM-ASCO As the last stage in the development of the “Financial services” segment, it was decided in 1999 to take a shareholding in the insurance group BDMASCO, next to the existing shareholder, Sipef. BDMASCO mainly targets marine and industrial insurance in Belgium.

ANNUAL REPORT 2009

47

BANK J.VAN BREDA & C°

Bank J.Van Breda & C° is a specialised advisory bank focusing exclusively on entrepreneurs and liberal professions, with regard to both their private and professional interests, and with a specific focus on asset growth, asset management and protection.

48

■

EXECUTIVE COMMITTEE ■

from left to right: Vic Pourbaix, Dirk Wouters, Carlo Henriksen and Peter Devlies

FINANCIAL SERVICES

FINANCIAL OVERVIEW 2009 Bank J. Van Breda & C° again realized very strong results in 2009. In a difficult financial and commercial context, the bank realised a net profit of 23.3 million euros, which is an increase of 13% compared to 2008. Even comparing to 2007, the period before the financial crisis, this is a growth of 4%. Income increase by 6% The consolidated income increased by 6% to 85 million euros. • The interest result rose by 9.2 million euros (+16%) due to the volume growth in deposits and credits and thanks to a more favourable interest rate climate. The successive decreases in the ECB interest rate resulted in lower interest income on short-term deposits, while the repricing of long-term credit is largely situated in the future.

• On the other hand, this interest rate decrease reduced the value of the hedging instruments (7 million euros) that Bank J.Van Breda & C° uses to manage its interest rate risk. • Despite the volume growth in entrusted funds (+18%), the net commission income decreased by 1.3 million euros against the record year of 2008 (-6%). In view of the turbulent financial context, a more ‘wait and see’ attitude was adopted in the investment portfolios with a substantial share of the assets under management being invested in the short term. This resulted in a reduction of commissions on buying and selling transactions and of entry costs on investment funds and insurance. The cost-income ratio remained unchanged at 60%, which implies that Bank J.Van Breda & C° is one of the best performing banks in Belgium. Strong solvency At the end of 2009, the shareholders’ equity reached 244 million euros, against 223 million euros at the end of 2008. Bank J. Van Breda & C°’s own investment portfolio on 31/12/2009 consisted for 96% of high quality government bonds and has not been affected in any way by the credit crisis on the international financial markets. Thanks to this increase in shareholders’ equity, the core capital ratio increased, based on shareholders’ equity in the narrow sense (Core Tier 1), to a strong 11.8 % and the solvency ratio to 14.6%. Moreover, the bank has an extremely healthy liquidity position, which has further developed positively thanks to the inflow of customer deposits. The attracted deposits are used solely for credits to the target group of successful local entrepreneurs and liberal professions, supplemented by car financing for domestic individuals.

AvH beneficial interest: 78.75% BANK J.VAN BREDA & C° NV www.bankvanbreda.be (€ 1,000) Bank product Net result

2009 84,969 23,317

2008 79,860 20,619

2007 81,496 22,384

Shareholders’ equity Balance sheet total

243,731 3,025,601

222,599 2,943,818

206,577 2,631,572

Total invested by clients Private loans granted Net loan loss provision

5,644,268 2,328,371 0.09%

5,009,245 2,202,059 0.19%

4,700,984 2,056,606 0.13%

59.9% 10.0% 11.8% 14.6% 399

59.6% 9.6% 10.1% 12.5% 403

58.5% 10.4% 9.5% 11.8% 399

Cost-income ratio Return on equity Tier 1 capital ratio Solvency ratio (RAR) Personnel

ANNUAL REPORT 2009

49

OPERATIONAL OVERVIEW 2009 Record growth of assets under management The success of the niche strategy followed by J.Van Breda & C° - to focus on entrepreneurs and liberal professions - has been reconfirmed. The strong confidence of the target group customers in the bank and its specialised asset management resulted in record growth of the assets under management (entrusted funds and client deposits) by 635 million to 5.6 billion euros (+13%).

(€ mio) 3,000 2,500 2,000 1,500 1,000 500 0 2003 Entrusted funds

50

2004

2005 Client deposits

2006

The customer deposits rose by 6% to 2,359 million euros in an extremely competitive market environment, in which several banks remunerate savings deposits substantially above the risk-free rate. The entrusted funds increased even by 18% to 3,286 million euros, thanks to the inflow of additional investments and the rise on the stock exchanges. In asset management, Bank Delen managed 1,668 million euros at the end of 2009 for customers of Bank J.Van Breda & C° (against 1,370 million euros in 2008). Thanks to the cautious investment strategy, the portfolios have benefited from the recovery on the stock markets. Insurance investment funds grew by more than 136 million euros to a volume of 1,309 million euros (+12%). The outstanding reserves in other insurance products (primarily group insurance) and the investment funds rose this year to 141 million euros (+29%) and 168 million euros (+8%) respectively. The credit volume from target group banking continued to increase in 2009 and at the end of the year amounted to more than 2 billion euros, an increase of 7%.

FINANCIAL SERVICES

2007

2008

2009

Loans to target group

Loans to successful entrepreneurs and liberal professions are based on a long-term relationship with the result that credits for well considered and prudent investment and growth projects remain possible, even in a period of economic recession. The amounts written down and provisions for loans fell to 2 million euros against 4.1 million euros in 2008, and stood at 0.09% of the average loan portfolio, an exceptionally low level. The bank also has an additional activity of car financing for individuals. At the end of 2009, the total portfolio amounted to 286 million euros, compared to 277 million euros at the end of 2008.

The costs amounted to 50.9 million euros, against 47.6 million in 2008. Bank J.Van Breda & C° continued to invest in commercial strength, IT applications and improved housing. In addition, the bank was affected by the higher contribution that the deposit protection fund imposed as a result of the crisis affecting the large banks. The increase in personnel costs of 7% was largely due to index adjustments of salaries. At the end of 2009, the bank employed a total of 399 employees, in 41 locations, 10 of which are independent branches. At the end of 2009, 127 account managers worked for Bank J.Van Breda & C°. In 1999, there were barely 60. Bank J.Van Breda & C° launched a new IT project based on wireless and mobile working with a tablet PC. This enables each account manager – both in the branch and at advisory meetings with customers - to illustrate their discussions with facts and figures and to handle the follow-up administration immediately without paper. With this project, Bank J.Van Breda & C° is the first bank in Belgium to integrate wireless working into a remote interactive project, and is hence pioneering banking without paper.

OUTLOOK 2010 The current uncertain climate makes it difficult to make profit forecasts. The current market situation, in which a number of banks remunerate for savings substantially above the risk-free rate, requires the necessary attention. The recovery

from the economic recession could take a long time. The exceptionally low amounts written down on loans may be difficult to maintain so that the development of net profit is difficult to forecast. Nevertheless, the bank expects – abstraction made of unforeseen circumstances – to produce sound results in 2010 again and this for various reasons: • The own portfolio of the bank is invested conservatively. • For 2010, the bank assumes that volume increases in investments and credit will result in a further increase of the income. • With its strategy of asset management based on the long-term interests of the customer, the bank is only subject to the volatility of the financial markets to a limited extent. • The expected growth of the income will favour the cost efficiency of the bank and will enable additional investments in account managers, information technology and accommodation. • The bank maintains its prudent credit policy. Although 2010 promises to be a challenging year, the successful development of the last few years and the very healthy position of the bank form a solid basis for financially effective growth in the long term. 51

ANNUAL REPORT 2009

BANK DELEN

Bank Delen - Private Bank is specialised in asset management and patrimonial advice for a wide range of mainly private clients. The assets under management continued to grow and on 31 December 2009 rose to a record high of 13.2 billion euros. Bank Delen was elected the ‘Best Private Bank’ in Belgium for the fourth consecutive year.

52

■

EXECUTIVE COMMITTEE ■

at the back, from left to right: René Havaux, Arnaud van Doosselaere and Paul De Winter at the front, from left to right: Filips De Ferm, Jacques Delen, Thierry Maertens and Bernard Woronoff

FINANCIAL SERVICES

FINANCIAL OVERVIEW 2009 The assets under management amounted to 13,243 million euros on 31 December 2009 (compared to 11,423 million euros on 30 June 2009 and 10,343 million euros on 31 December 2008). The assets under management experienced a record growth, primarily in the second half year. On the one hand, Bank Delen was able to profit from the impact of the reviving financial markets for its customer portfolios. On the other hand, there was net growth in new assets, both from existing and new customers. The fact that this influx of assets markedly exceeded the record level of 2007 illustrates the confidence of the clientele in Bank Delen. The prudent investment strategy and the dynamic business model continue to prove their added value. The gross revenues remained above 100 million euros (103.3 million euros), despite a lower level of assets under management at the start of the year. Compared to 2008, the total gross revenues decreased by 1.2%, and the operating costs declined by 1.1%. At the end of 2009, the Delen group had 214 employees. The cost-income ratio increased slightly to a still highly competitive 48.3% (46.1% in 2008).

The net profit increased by 6.5% to 34.6 million euros (32.5 million euros in 2008). The consolidated shareholders’ equity of the Delen group increased to 303.6 million euros on 31 December 2009 (compared to 281.1 million euros on 31 December 2008). The total regulatory equity (taking into account the intangible fixed assets) grew to 132.0 million euros on 31 December 2009 (compared to 113.3 million euros on 31 December 2008). Bank Delen is amply capitalised and the group comfortably meets the applicable Basel II requirements with regard to shareholders’ equity. The Core Tier 1 capital ratio of Bank Delen was 33.1% at the end of the year. In addition, Bank Delen has a sound, easy-to-understand balance sheet. The cash receivables on the balance sheet are invested conservatively, mainly in high quality government bonds, in short-term investments in quality banks or placed with the National Bank. The return on the (average) shareholders’ equity was a very satisfactory 11.8%. The growth of the assets under management, that mainly took place in the second half of the year, is only partially reflected in the results.

OPERATIONAL OVERVIEW 2009 Bank Delen concentrated in 2009 on the gradual reinvestment of the large quantity of managed capital that it had mainly held in cash in the difficult period on the financial markets in 2008.

(€ mio) 12,500

10,000

7,500

5,000

2,500

0 1992

1997

1998

1999

Discretionary mandates

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

The year on the stock market was exceptional and atypical, with rapidly developing markets after the crisis, with serious panic making way for great euphoria. Once again, the financial markets preceded the economic recovery. The coordinated efforts of governments and financial authorities certainly seem to have stabilised the turbulence in the banking sector. However,

Advisory clients

AvH beneficial interest: 78.75% DELEN INVESTMENTS CVA www.delen.be (€ 1,000) Gross operating income Net result Net cash flow

2009 103,281 34,570 38,803

2008 104,485 32,469 36,581

2007 108,429 36,714 39,924

Shareholders’ equity Assets under management and/or entrusted

303,597

281,083

246,021

Cost-income ratio Return on equity Tier 1 capital ratio Personnel

13,242,869 10,342,784 12,125,735 48.3% 11.8% 33.1% 214

46.1% 12.3% 30.6% 215

44.6% 18.6% 24.8% 210

ANNUAL REPORT 2009

53

caution remains necessary in a context where the recovery of the real economy has only just set in and is thus still vulnerable. A finding that, of course, needs to be differentiated according to the region. For instance, it has to be noted that the growth economies – mainly Asia – that were less dependent on the credit bubble, have been able to maintain substantial economic growth. True to its defensive strategy, Bank Delen built up a high percentage of cash in the portfolios in 2008. A substantial proportion of these liquid assets in the portfolio has been gradually reinvested in the context of the financial markets of 2009. Bank Delen has remained selective to prefer companies with a healthy balance sheet and a presence in growth markets, and in defensive or undervalued sectors. Bank Delen continues to gain market share in the Belgian private banking market thanks to the record growth of new assets. All branches of Bank Delen contributed to this growth of the assets under management. The investments of the teams of Brussels, Ghent and Hasselt are bearing fruit and are encouraging Bank Delen to further develop its network with investments in personnel and buildings in order to better receive and serve its customers.

54

Through its 41 branches, Bank J.Van Breda & C° also contributed substantially to this result achieved by Bank Delen. On 31.12.09, Bank Delen managed 1,668 million euros on behalf of customers brought in by the Bank J.Van Breda & C° network. In addition, Bank Delen also manages another 110 million euros via beveks (open-ended investment funds) which Bank J.Van Breda & C° promotes among its clientele and it also administers the securities of Bank J.Van Breda & C° (238 million euros). As such, Bank J.Van Breda & C° represented approximately 14% of the total assets managed by Bank Delen. In 2009, Bank Delen continued its strategy of optimising the quality and efficiency of the asset management by aiming for a larger share of the discretionary mandates. At the end of 2009, 67% (8.901 billion euros) of the assets entrusted to Bank Delen were managed via direct discretionary asset management or via own patrimonial beveks. This represents more than 14,000 mandates. The discipline that Bank Delen displays in the application of its model is shared by all of its commercial teams, including the staff that Bank Delen acquired through acquisitions and that have been integrated into it. The management model of Bank Delen has become stronger with every acquisition. Capital & Finance also contributed additional know-how regarding the dynamic portfolio

FINANCIAL SERVICES

management via patrimonial beveks, which fits in with the prudent business model of the Bank. In February 2010, Bank Delen was elected “Best Private Bank in Belgium” on the basis of a survey carried out within the financial sector by Euromoney. This is the first time a Belgian private bank has won this award four consecutive years.

OUTLOOK 2010 Early 2010, there still is a certain nervousness on the financial markets, after a rapid upturn and in the context of an economic recovery that still has to be confirmed. It is precisely in such periods that the discretionary management of Bank Delen, based on experience and long-term prospects, must endeavour to make the difference. The Bank will keep striving to attract new capital, with a focus on regions where its brand recognition is on the rise. The financial results of the Bank in 2010 should fully reflect the growth of the assets under management in the second half of 2009. If external growth opportunities arise, Bank Delen will continue to evaluate whether they fit with its strategy. Bank Delen is convinced that its model, that is developing in Belgium at a steady pace, can be applied as well to other markets where the Bank does not yet have a presence.

BDM-ASCO The insurance group BDM-ASCO primarily targets marine and industrial insurance via professional brokers. BDM is an insurance agency offering risk coverage in niche markets on behalf of the insurance company ASCO and a number of large international insurance companies. The presence of ASCO among the insurers for which BDM underwrites risks has important benefits: it gives BDM greater stability, strengthens its capacity through direct access to the reinsurance market and allows their shareholders to participate in the technical results of the group.

As expected, 2009 was a difficult year for the insurance sector. The global crisis that erupted in 2008 was only fully felt in 2009 because the general decline in economic activity only resulted in a slow down in premium volumes with some delay. BDM closed the year with an operating profit (EBITDA) of 1.5 million euros, at the same level as 2008. Premium income was also maintained at 49 million euros (+ 0.5%): the growth in the transport portflio (+ 6%) was neutralised by a loss of premiums in the car and thirdparty liability branches. The insurance company ASCO maintained a premium collection of 20 million euros. The technical results were

AvH beneficial interest: 50% www.bdmantwerp.be (€ 1,000) ASCO Gross premiums Net result Shareholders’ equity

2009

2008

2007

20,331 320 9,419

20,011 -2,062 9,112

16,185 1,314 11,186

BDM Premiums earned Operating results Net result Shareholders’ equity

49,254 6,537 -120 915

48,972 6,296 7 1,035

48,980 7,056 3,243 1,028

Bruns ten Brink Premiums earned Operating results Net result Shareholders’ equity

25,028 3,701 -104 44

25,450 3,444 -722 147

28,155 3,579 66 902

92

98

110

Personnel

negatively influenced by an unexpectedly high number of medium-sized and large losses in the fire portfolio and a loss in the car portfolio. Good results in the transport portfolio and the recovery of investment results ensured that ASCO could once again close the year 2009 with a profit. In the second half-year, the strategic positioning of the group was redefined by the board of directors and the new management team. The choice was made to focus more on the core activities, i.e. transport and property insurance (property and hull). In this context, several major steps were taken around the year end. Firstly, life insurer ASCO Life (40% ASCO shareholding) was sold. It was also decided to sell Bruns ten Brink Assuradeuren (100% subsidiary of BDM) because of its focus on mass risks. Early 2010, this led to a sale on which a good capital gain was realized. Both transactions provided funds to further develop the core activities. In 2009, ASCO acquired the property portfolio of insurer A.P.A., and the insurance agencies Unireas-Hayen and Almarisk were given underwriting authorisations. 2010 will be characterised by growth of the transport activity (BDM), supported by an increase of the self-retention (ASCO). At the same time, the product and service range will be upgraded.

ANNUAL REPORT 2009

55

❛Private equity segment The roots of private equity go back to the introduction on the stock market in 1984, with the establishment of Anfima. However, the first genuine private equity transaction was the management buy-out of Brouwerij Maes in 1986. With the privatisation of the National Investment Company (NIM), AvH acquired the portfolio of the specialist venture capital provider Sofinim, which signalled the start of the more rapid expansion of the private equity segment. In 2002, AvH and Compagnie Nationale à Portefeuille (CNP, from the Albert Frère group) each acquired a 50 percent stake in GIB, which became AvH’s second private equity vehicle. The private equity portfolio currently has 18 participations.

SOFINIM

AvH 74%

GIB

Investment company specialising in private equity.

Investment company specialising in private equity.

Since 1994

Since 2002

DISTRIPLUS

GROUPE FLO

56

*including sale of Quick

160

Evolution contribution to group result

50

Capital gains

40

€ mio

30

20

10

0

PRIVATE EQUITY

SOFINIM

GIB

2009

2008

2007

2005

2004

2003

2002

2001

2000

1999

1998

1997

1996

1995

1994

1986

-20

2006*

-10

MAES BREWERY

AvH 50%

Evolution of the segment

FIRST STEPS IN PRIVATE EQUITY At the time of the IPO in 1984, AvH wanted to implement the diversification it had announced as quickly as possible, amongst others by venturing into the private equity market via the establishment of Anfima. A first important step was the management buy-out of Brouwerij Maes in 1986, actually the first major ‘leveraged buy-out’ on the Belgian market. This was followed by the formation of I.R.I.S. in 1987, the management buy-ins of the plastic packaging group Cope Allman and of Thovadec (in 1988), the participation in the Canadian mail-order company Consumers Distributing (in 1991) and the participation in the temping agency Creyf’s Interim since 1991 (which in itself developed into a strategic participation before entering into a merger with USG People in 2005). SOFINIM AND GIB However, the real start of the private equity segment took place in 1994 with Sofinim (via the acquisition of the NIM). Sofinim was established by the NIM as a specialist provider of ‘development capital’. A number of the current participations (AR Metallizing – ex-Alupa, Axe Investments, Corelio,

ENGELHARDT DRUCK

EURO MEDIA GROUP

ATENOR

HERTEL

Engelhardt) still date from this period. In 2002, AvH and Compagnie Nationale à Portefeuille (CNP) each acquired a 50 percent stake in GIB via a joint public take-over bid. This joint venture became a success, amongst others thanks to the participation in Quick Restaurants. PRIVATE EQUITY STRATEGY It has since then become impossible to imagine life at AvH without private equity. It provides venture capital for companies with an efficient management team, a strong competitive position and high growth potential. With these participations, AvH operates on a much more long-term basis than many other players, and strives to make the companies grow in the medium term with limited leverage. This is possible because Sofinim and GIB are not organised as funds, but invest their own resources and actively monitor their interests. The exit is always determined in consultation with the management on the basis of the opportunities for growth. This investment and divestment activity has resulted in a portfolio value of 448 million euros at the end of 2009.

ANNUAL REPORT 2009

57

or the acquisition of competitors in a ‘buy&build’ perspective.

FINANCIAL OVERVIEW 2009 As expected, 2009 began without expectations. Investors waited to see which way the wind was going to blow. They were only prepared to enter at reasonable valuations that reflected the economic conditions, while sellers often still applied earlier valuation principles. More and more companies burdened by excessive debts and/or a sharp drop in profits were forced to attract new capital on less favourable terms, convert bank loans into share capital or sell shares. Many private equity funds therefore focused on managing their existing participations. Many of those funds themselves got into difficulties as a result of significant downward revaluations of their investment portfolio, leading to major staff cutbacks or even to a stop of activities. As a consequence, the private equity market also underwent major changes.

In 2009, AvH invested 15.8 million euros in private equity, in the form of planned follow-up investments to fund further growth and the increase of the participation in Manuchar from 20% to 30%. The level of divestments amounted to 14.3 million euros (including capital gains). It is interesting to note that this mainly involved industrial buyers making strategic purchases. The current contribution of the private equity segment to the group’s results was 3.4 million euros in 2009, compared with 7.8 million in 2008. Including capital gains, private equity contributed 7.8 million euros to the consolidated result of AvH in 2009. The adjusted net asset value of the private equity portfolio, including latent capital gains (losses) on the listed shares within Sofinim and on Groupe Flo, amounted to 448.1 million euros at the end of 2009 (compared to 438.8 million euros at the end of 2008).

In this context, AvH performed relatively well in its venture capital activities. The continual focus in the management of its participations on operational added value, the long-term view applied and the conservative balance sheet structures undoubtedly contributed to this. In addition, it put its participations in a position to prepare for an upturn in economic activity through improved cost structures,

58

Sofinim

GIB

74%

50% Investment companies

Buy-outs

Growth capital 50.0% Distriplus

30.7% NMC

60.0% Alural

29.8% Egemin

Specialty retail

Foam products

Aluminium coating

Handling & automation

2007

2002

2000

1999

22.0% EuroMediaGroup

20.2% Corelio

100.0% AR Metallizing

97.5% Engelhardt

Mercapital

Broadcast facilities

Media & printing

Metallized paper

Label printing

1996

2001

1994

1994

1994

30.0% Manuchar

50.0% Turbo’s Hoet Groep

12.0% Atenor

40.5% Hertel

Trucks, parts & leasing

Real estate

Industrial services

2006

1996

1998

47.3% Groupe Flo

50.0% Cindu

72.9% Spanogroup

Restaurants

Chemicals

Wood based solutions

2005

1998

2007

Trading, distribution & logistics

2007

81.9% Trasys IT services

2006

PRIVATE EQUITY

48.3% Axe Investments 1994

GIB AvH beneficial interest: 50% AvH is giving shape to its partnership with the Frère group through GIB, which is controlled jointly by AvH and CNP (Compagnie Nationale à Portefeuille). GIB’s portfolio remained unchanged in 2009. In addition, the Sofinim participation Distriplus is also held on a 50/50 basis with CNP.

Groupe Flo is the French leader in commercial restaurant business. Its strategy and development rely on a portfolio of complementary brands, theme restaurants (Hippopotamus, Tablapizza and Taverne de Maître Kanter) and on operating renowned brasseries. The decline in restaurant activity, which began in 2008, continued into the second quarter of 2009. Since July 2009, Groupe Flo used the decrease in VAT rates to implement an aggressive commercial policy for all brands. These measures resulted in the trend gradually being reversed in the second half of the year and Flo winning over market share from its direct competitors. The decrease in consolidated turnover remained limited to 6.4% compared with the previous year.

Beneficial interest GIB: 47.3% www.groupeflo.com (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 364,469 35,087 5,855 122,113 -112,152

2008 389,525 32,508 -38,400 96,867 -141,448

Trasys is active in IT, with a wide range of services and competences (advice, project implementation, IT infrastructure operations), for both public institutions and businesses. The company employs more than 600 people in Belgium, Luxembourg, the UK, France, Greece and Spain. As Trasys is mainly active

Beneficial interest GIB: 81,9% www.trasys.be (€ 1.000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position(1)

2009 71.315 6.292 3.409 9.324 -13.680

2008 71.594 5.284 3.531 9.816 -16.248

Total sales via the various brands increased to 525 million euros, thanks to the opening of 21 new franchise restaurants. Throughout the year, Groupe Flo focused on adapting its business model and its costs. These action plans included staff levels being matched to the activity level, the optimisation of processes and profitability models and a decline in overhead costs. Despite the decline in activity, these measures led to an increase in the EBITDA of 8% to 35.1 million euros, and a net result of 5.9 million euros. An effort was also made to reduce debt through efficient management of operational investments, closing the two Bistro Romain restaurants - in line with the strategic decision taken in 2008 – and the successful capital increase of 20.2 million euros in September 2009. Building on these important measures to improve profitability on a sustainable basis, the positive impact of the VAT cut and the strengthening of its financial situation, Groupe Flo will continue its efforts to rationalise and reduce debts. This will allow it to strengthen its position as market leader and enable it to capitalise on opportunities that arise once the economy picks up again.

via long-term contracts in less crisis-sensitive sectors, the economic crisis had a minimal impact on the volume of hours worked in 2009. In addition, Trasys was able to maintain its gross margin through meticulous project control and an improved commercial strategy. Conversely, the result was impacted by increased indirect costs related to overhead and support activities. Over the past year, Trasys maintained its position in both the public sector – in particular specialist agencies of the European Commission – and with major companies. The operational and organisational improvements made since 2008 have now borne fruit, and will continue to support the growth plan and productivity gains of Trasys over the coming years.

(1) Calculated on the consolidated Trasys Group level.

ANNUAL REPORT 2009

59

SOFINIM AvH beneficial interest: 74% A number of Sofinim participations, including Euro Media Group, Hertel and NMC, were able to carry 2008’s profit levels forward in 2009, despite sometimes considerable decreases in turnover. Others, such as Manuchar or Distriplus, even managed to improve their performances of 2008. However, most participations that are active in economically sensitive sectors, such as Alural, AR Metallizing, Atenor, Cindu, Spano and Turbo’s Hoet Groep, saw a strong impact from the decreases in turnover on their profitability. But even in those cases, losses could be limited, and sometimes even profits were made. In addition, an improvement could be noted in the fourth quarter compared with the first half of 2009. Despite the investigation of many new opportunities, investments in 2009 remained limited to follow-up investments, mainly at Manuchar, Spano and Her-

60

tel. In addition, Sofinim was again able to realise several exits. Next to the finalization of the sale of Oleon and Oleon Biodiesel (from which the capital gains were booked in 2008 but the cash was only actually realised in January 2009), this mainly involved IDIM and I.R.I.S. After AvH had been involved in setting up I.R.I.S., the renewed involvement, with the aim of strengthening the group’s options for expansion, appeared to have a short lifespan. After all, it was felt, in consultation with the management, that it was in the company’s interest to accept the special interest of a major technology partner. Spread over their respective investment horizons of 19942009 for IDIM and 2007-2009 for the quoted I.R.I.S., Sofinim realized an IRR of 3.4% and 25.5% respectively on these transactions. In addition, the sale of Cindu Chemicals was monitored closely, leading to an agreement with Koppers in 2010.

Alural is active in surface treatments for aluminium (powder coating), mainly for the construction sector. Because of the sharp downturn in construction activities, Alural was unable to continue the recovery in profits of 2008. The turnaround begun in previous years did, however, make it possible to limit losses, by a global improvement in margins in, among others, the Tisselt site. This was due to the increased flexibility of the production apparatus and the improved broadening of the client base, thanks to the focus on quality and service. The French subsidiary recorded excellent results, while the Polish site suffered considerably from a back drop among several

major clients. Despite the further modernisation of the production apparatus, with major investments in new lines, the group remained debt-free.

After the successful turnaround of 2006 and the confirmed profitability in 2007 and 2008, the former Alupa took a new step in its growth journey last year. Mid 2009, the Genk-based producer of vacuum metallised paper for the drinks and cigarette industries initiated the process of acquiring the assets of Rotoflex, its main competitor based in Northern Italy. The new group changed its name to AR Metallizing. Thanks to the major step change in terms of technological capabilities, geographical reach and client base, the group aims to play a leading role in its sector. The acquisition also creates a solid platform for new product development, which has already resulted in a diversification from core markets to other packaging applications, technical apparel and automotive. With this acquisition, AR Metallizing is contributing to the further consolidation of the market. The acquisition was realised against the background of a harsh economic climate, including the crisis in

consumer goods and de-stocking in the entire supply chain. AR Metallizing’s results were further impacted by one-off elements such as costs related to the acquisition and the realignment of the Genk organisation to the changed market conditions. With a structured integration project and driven by an invigorated management team, the company has taken a solid position to lead the industry in 2010.

Beneficial interest Sofinim: 60% www.alural.be (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2008 37,161 3,243 611 5,587 674

2009(1) 39,494 1,127 -1,583 5,874 -4,703

2008 29,863 2,939 1,587 7,479 -1,025

Beneficial interest Sofinim: 100% www.armetallizing.com (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position (1) Financial year of 15 months.

PRIVATE EQUITY

2009 30,379 2,148 -200 5,421 248

The Atenor Group ended 2009 with a positive result, despite the economic and financial crisis that also affected the real estate promotion market. The result was therefore well below those of 2007 and 2008, and was mainly realised thanks to the Media Gardens and President projects. For the President project, there was a sales agreement with the German investment fund Commerz Real. However, the delay at

Beneficial interest Sofinim: 12% www.atenor.be (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 34,687 13,489 7,316 117,807 -71,567

2008 39,217 41,664 41,292 125,878 -28,220

Xylos is the main participation of Axe Investments and is active in the integration of ICT systems and the organisation of training. Despite the difficult economic context, Xylos continued to perform

Beneficial interest Sofinim: 48.3% www.axe-investments.com (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 907 342 1,576 16,250 9,274

2008 335 89 -5,178 14,674 3,624

Both suppliers (steel industry) and clients (aluminium industry) of Cindu Chemicals (50% subsidiary of Cindu), were severely impacted by the economic crisis.

Beneficial interest Sofinim: 50% www.cindu.nl (€ 1.000) EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 1,738 514 5,278 948

2008 369 1,447 5,575 1,776

the construction site with more than one year, and the associated additional expenses and financial costs, led to a lower than expected contribution to the results. The sale of the Media Gardens project to Optima Financial Planners (a first block was sold to Aedifica) made it possible to take almost all the profits from this project in the books in 2009. Parallel to this, all portfolio projects (approximately 350,000 m²) saw a positive evolution. In addition, the first part of the South City project, near BrusselsSouth Station, was finalized and made available to the tenant. Within the foreseeable future, Atenor expects to obtain the building permit for four other portfolio projects. Given the evolution of the projects and the successful issue of a bond loan of 75 million euros in January 2010, Atenor is well positioned to develop its activities further in a difficult economic climate.

well in 2009, and targets were surpassed in terms of turnover and results. This is mainly due to the corporate strategy, which targets improvements in client productivity. Many new clients were attracted over the year. Axe Investments’ interest in the KBC group was scaled down to a large extent, with Axe making use of the higher market prices. The capital gains thus achieved, the profit margin of Xylos and the higher market price of Agfa-Gevaert, in which Axe has an interest, together formed the most important components of the profit result for 2009.

This made it especially difficult to efficiently manage the production process, namely coal-tar processing. These elements, coupled with a sharp drop in volume sold, resulted in a significant loss in 2009, in contrast to the profits of previous years. Despite this, a number of industrial players were seriously interested in the company. At the end of 2009, an agreement in principle was signed with the American listed company Koppers, which led to the actual sale in March 2010. Cindu will make significant capital gains on this sale. Cindu continues to work on the sale of property that is no longer needed for the operations, while still making sites available to two companies, including Cindu Chemicals.

ANNUAL REPORT 2009

61

Corelio, in which Synvest (Sofinim 49.9%) holds a 40.3% interest, came through the storm of the past year reasonably unscathed in both its media and printing activities. On the readers’ market, Corelio maintained its position as Belgium’s largest newspaper publisher. The total circulation of De Standaard, Het Nieuwsblad and Les Editions de l’Avenir amounted to on average 440,469 copies, partly thanks to a positive swing in sales of Het Nieuwsblad, a record circulation for De Standaard and a stronger market position for Les Editions de l’Avenir. In 2009, Corelio had to be extremely creative to limit damage on the advertising market. Innovative initiatives, with advertisers being offered a combined range of print and online, undoubtedly helped here. Following the launch of its new website in September, the recruitment medium Jobat has since developed into the largest commercial job site in Belgium. The focus of the free local paper ‘Passe-Partout’ lay in consolidating the various acquisitions into a single national network. Passe-Partout, with a weekly print run of 4.4 million, also wants to gain a foothold in the market of local online advertising, among other things as

a Google reseller. In 2009, Corelio Printing had to deal with a particularly difficult market characterised by decreasing volumes, structural overcapacity and pressure on prices. However, by acquiring Nevada – Nimifi, Corelio Printing was able to enjoy the benefits of consolidation and thus safeguard its competitive position. Woestijnvis (Corelio 40%) was able to maintain its strong market position, partly through trend-setting and highly popular television productions such as ‘Van vlees en bloed’ and the huge success of the first Woestijnvis feature film, ‘Loft’.

Beneficial interest: 20.2%(1) www.corelio.be (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 381,876 30,920 1,725 56,768 -45,361

2008 388,205 37,743 3,479 57,465 -65,812

2009 234,675 12,344 -7,358 74,094 -62,856

2008 236,359 8,764 -19,830 81,452 -73,379

(1) Participation Sofinim in Synvest: 49.9%. Participation Synvest in Corelio: 40.3%.

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Distriplus is active in specialised retail in Belgium and the Grand Duchy of Luxembourg via the chains Planet Parfum, Club and Di. With 69 stores in Belgium and 5 in Luxembourg, Planet Parfum is number 2 in terms of the selective distribution of perfumery. In difficult market circumstances, the chain succeeded in keeping turnover pretty much stable compared with 2008, with sales of 93.7 million euros. Club distributes books and stationery via 30 retail outlets and the online store, Proxis. Thanks to the opening of 3 new stores and rising sales of gift vouchers, turnover increased by 4.9% to 58.1 million euros. In the meantime, the new store concept was extended to 10 retail outlets, and in April the Proxis website was completely revamped. The modernisation of the perfumery and drugstore chain Di was also continued in 2009. An agreement was reached with the work-force representation over the closure of 14 structurally loss-making stores, five of which were closed in 2009. 8.3 million euros were set aside to cover the total cost of this restructuring. In addition, 8 new stores were opened according to the new store concept – focusing on body care and cosmetics – and 6 franchises were taken over. At the end of 2009, Di owned 100 stores and held 14 franchises. The social unrest

PRIVATE EQUITY

due to these changes was one of the underlying reasons for the decrease in turnover by 4% to 82.8 million euros. The stores where the new concept was implemented performed relatively better, and therefore Di will accelerate the implementation of its repositioning in 2010. The Distriplus group also continued to work on various projects to improve support services. This made it possible, among other things, to integrate the logistics of the 3 chains from early 2010, leading to significant savings. The central services of the 3 chains are now based on the same site in Anderlecht.

Beneficial interest Sofinim: 50% www.club.be / www.di.be / www.planetparfum.be (€ 1.000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

The positive results of Egemin in 2009 continued the trend begun in 2008. As well as the effect of the structural changes made in 2007, the new strategy, based on recurrent business models and key account management, began to bear fruit. Egemin positions itself as an automation partner for local and global corporations in specific target industries (including pharmacy, food and drink, (petro)chemicals and distribution). The Handling Automation division was able to strengthen

Beneficial interest Sofinim: 29.8% www.egemin.be (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 113,819 4,295 1,170 6,489 15,097

2008 64,682 3,318 1,387 5,340 7,185

Euro Media Group (EMG), with its headquarters in Bry-sur-Marne (France), is the European leader in the market of television and film facilities, and has sites in Germany, the UK, France, the Netherlands and Belgium. The portfolio covers a wide range of services, such as broadcasting vehicles (SD and HD – high definition), studios, research, technology and the integration of complete solutions, post-production units for sound and image, webcasting, workshops for set construction, furniture hire and accessories for movies as well as real estate services. The group employs 1,400 technical and other members of staff, and realises

Beneficial interest Sofinim: 22% www.euromediagroup.com / www.ubf.nl (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 265,318 51,770 2,588 154,922 -100,858

2008 311,115 57,676 739 153,749 -118,206

The German Engelhardt Druck produces labels for the beverage and food industry, and is one of the major players on the German market. The company mainly prints using offset technology on various surfaces (white and metallic paper, cardboard and foil), both on sheets and on reels.

Beneficial interest Sofinim: 97.5% www.engelhardt-etikett.de (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 64,422 3,125 -726 9,894 -6,222

2008 65,858 5,243 713 10,620 -5,945

its position and results through a number of successful projects in new regions (including India and China) and a number of recurrent projects. The Life Sciences division suffered under the wave of consolidations and cost cuts in the pharmaceuticals sector in Benelux. A focus on new market segments and the expansion of activities in Switzerland have to provide an answer to this. The change in the business model of the Process Automation division to concentrate more on recurrent business and higher added value meant that turnover and margins remained good. The division also invested in the development of activities in the Netherlands, where a number of successful projects were implemented. The Infrastructure Automation division again had a very strong year, with a full order book for the years ahead. This division was also marked by regional expansion, with initial results in the Southern Netherlands region. Egemin therefore sees the future as being positive.

more than 12,000 operations a year. In 2009, EMG continued its development, strengthening the synergies between the various activities and companies. In France, the acquisition of Bogard via a merger with Tatou France led to the formation of the new unit Transpacam, which has a complete set of HD and 16/35 mm cameras. The agreement with Europacorp on the operation of the ‘Studios de la Cité du Cinéma’ allowed the group to strengthen its position among international film producers. Innovative services were added to the range, such as 3D, media centres and IP convergence. New applications were developed, such as medical applications and video protection. On top of this, the group reorganised its structure, more specifically in Belgium, France and the Netherlands, to improve efficiency and be able to meet clients’ needs more effectively. On a financial level, EMG continued to reduce its debts at a steady pace. 2010 will be characterised by innovation, diversification and growth. The group will also be responsible for broadcasting the Football World Cup in Africa.

2009 was characterised by increasingly difficult market conditions in the beverage industry due to the economic climate, de-stocking in the entire supply chain and changing consumer behaviour. Engelhardt managed to maintain last year’s turnover, partly thanks to newly developed products for the growing food packaging markets. Profitability was, however, heavily impacted by the severe market conditions as well as a number of one-off costs (such as restructuring costs for a more flexible organisation, start-up costs and important investments for new products). The first results of the new organisation are already visible and are very promising.

ANNUAL REPORT 2009

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64

With around 11,900 employees and locations in more than 20 countries, Hertel is active in the field of industrial maintenance and services. In 2009 turnover was 759 million euros, down slightly compared with 2008. The economic crisis led to a downturn in demand, as a result of which volumes fell sharply and margins were under pressure, especially in the chemical industry in North-West Europe. The strategy introduced in 2006 to acquire a market position in Asia, the Middle East and the area around the Caspian Sea proved successful, and Hertel invested further in these regions in 2009. Extensive projects were implemented and maintenance contracts concluded with local and international players in the oil and gas sector and in the energy industry. By investing in these growth regions and reacting in time to the downturns in results, Hertel managed to keep its results at an acceptable level. The operating result before depreciation (EBITDA) fell as a result of one-off restructuring costs, while the net profit was also lower than in 2008.

The prospects for 2010 are positive, and the introduction of the 9-man Management Board created a sound basis for future growth. At the beginning of 2010, Sofinim increased its participation in Hertel from 40.5% to 41.5% by acquiring existing shares, and also provided Hertel with further financing in the context of its international expansion.

The Antwerp-based Manuchar, originally a trading company for anorganic chemicals and steel products, is placing more and more emphasis on the marketing of and logistical solutions for a wide range of product families for producers (mainly from the BRIC countries) and industrial end-users. It has thus evolved into the role of logistical service provider and, in many countries, even into that of local distributor. It is also the main supplier of global logistical services for various multinationals, with warehouse space in several countries and providing just-in-time deliveries. The group employs 725 people worldwide and works via an extensive network of its own subsidiaries in, among other places, all the Latin American countries, and is also developing its own network in Africa, Asia and the CIS countries (Commonwealth of Independent States). Manuchar’s net profit again reached high levels in 2009. In a difficult world market, the company was able to better position itself in the BRIC countries, mainly China and Brazil and in South Africa. The

chemicals activity was barely affected by the global crisis, because these chemicals are mainly used in sectors that are not very sensitive to economic fluctuations. The steel activity, on the other hand, was faced with a substantial downturn, but continued to generate a positive cashflow.

In 2009, Mercapital investment fund SPEF I (Sofinim 2%), which focuses on Spain, sold the participation in Ydilo. The aim is to formally end SPEF I in the course of 2010. Via the partial realisation of the second Mercapital fund, SPEF II (Sofinim 1.3%), the

PRIVATE EQUITY

Beneficial interest Sofinim: 40.5% www.hertel.com (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 758,518 44,144 7,390 76,563 -86,046

2008 783,830 49,536 13,877 69,630 -69,640

2009 447,138 20,806 11,434 44,433 -105,249

2008 714,309 45,501 8,203 32,171 -162,258

Beneficial interest Sofinim: 30% www.manuchar.com (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

initial investment has already largely been repaid in recent years. The Mercapital team is also aiming for a good realisation value for the remaining SPEF II participations through continuous optimal followup. Over time, the target return initially proposed should not come under significant pressure, but the time horizon has been redefined due to the continuing difficult economic conditions in Spain.

NMC is a Belgium-based (Eynatten) manufacturer and distributor of synthetic foam products for a broad spectrum of applications, such as interior and exterior decoration, insulation, packaging and customised solutions. Anticipating a difficult year, the management implemented a series of cost-saving and cash-management measures in order to further reduce its debt level and safeguard as many jobs as possible. At the same time, NMC maintained its focus on innovation and continued to invest in research and development and new market initiative. As such, the Nomawood concept for floors was improved and

Beneficial interest Sofinim: 30.7% www.nmc.be (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 155,543 21,836 6,510 71,005 -19,999

2008 170,326 19,638 7,587 68,011 -34,714

Spanogroup is active in the field of wood processing via 4 business units: Spano (chipboards and construction panels), Dekaply (decorative finishing of wood panels), Spanolux MDF (medium density fibreboard) and Balterio (laminate floors). Spanogroup has a 50% participation in these last two BUs. In Europe, Spanogroup has developed a strong market position in the field of, among other things, fire-retardant and watertight chipboards, MDF and (ultra)light MDF.

Beneficial interest Sofinim: 72.9% www.spanogroup.be (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 181,383 16,586 -2,910 66,892 -41,164

2008 233,692 23,802 2,384 69,721 -60,297

Turbo’s Hoet Groep (THG) realizes most of its turnover from the sale, maintenance and shortand long-term rental of trucks, and is one of the largest DAF dealers in the world, with offices in Belgium, France, Bulgaria and Russia. In 2009, the transport sector faced a particularly tough crisis, also illustrated by the sharp decline

Beneficial interest Sofinim: 50% www.turbos-hoet.com (€ 1,000) Turnover EBITDA Net result Shareholders’ equity (group share) Net financial position

2009 246,453 12,793 3 73,439 -115,004

2008 375,032 21,094 6,576 73,558 -120,957

extended to other applications, such as wooden shutters. The company also took a strategic participation in Level DS. While it is too early to judge the success of those initiatives, the management believes they represent the foundation for future growth. Overall, NMC delivered very solid results during 2009. Net sales were down 9% compared with 2008, but the operating profit increased by 15% thanks to lower materials prices and strict cost control. Western European markets, Poland and Russia outperformed the other Central European markets and overseas exports, which were severely impacted by the economic crisis and currency devaluations. For 2010 and assuming an economic recovery, NMC expects to see growth in its Western European markets, but remains cautious with regard to Central Europe and other export markets. Given the overall market uncertainty and the available capacity, the company should be able to further reduce its debt or invest in strategic initiatives.

Over the past year, the group’s activities were in line with the generally lower demand for panel materials in the furniture and construction industry. However, Spanogroup succeeded in aligning production capacity and working capital to this lower demand. Since the last quarter, all Spanogroup’s business units noted a significant upturn in demand, mainly due to the scaling back of production capacity in Europe. In this context, the challenge for Spanogroup in 2010 is to translate the sharply rising raw material and energy costs into product prices. In mid-2010, a 25 MW bio power station in Oostrozebeke will begin operations. This unique power station will provide Spano with 100% renewable energy. This is a major step towards making the Oostrozebeke site completely CO2-neutral. Via this new business unit based around renewable energy (a 50% participation in A&S Energie), Spano will also become active as a producer and supplier of green energy in Belgium. in the production capacity of various constructors. The number of registrations of new vehicles decreased sharply across the whole of Europe. In Eastern Europe, where THG is active with sites in Bulgaria (Sofia, Plovdiv) and Russia (Moscow, Smolensk), the decline reached as much as 90%. But even in Belgium and Northern France, where THG operates 16 garages, there is talk of a decline of around 40%. In a climate such as this, THG achieved a turnover of 246 million euros (-34%), but thanks to appropriate cost reductions and a positive contribution from rentals, maintenance activities and spare parts, was still able to end 2009 with a small net profit. The rental and leasing subsidiary Hoet Trucking and Renting extended its fleet to 2,427 items of rolling stock.

ANNUAL REPORT 2009

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❛Energy and materials segment In 2009, the fifth segment “Energy and raw materials” was created. This segment reflects, on the one hand, the increasing importance of the contribution of Sipef, Henschel and Sagar Cements to the results. On the other hand, this also illustrates AvH’s strategy to focus on emerging markets (e.g. India, Brazil and Indonesia) and on sectors such as renewable energy and raw materials (e.g. Alcofina, Sagar Cements, Oriental Quarries & Mines, Max Green).

HENSCHEL

AvH 50%

SIPEF

AvH 21%

Development and manufacture of containers and skips.

Agro-industrial group with plantations for palm oil, rubber and tea.

Since 1994

Since 1997

66

SAGAR CEMENTS

AvH 15%

Producer of cement and clinker. Evolution contribution

14

Since 2008

12

ORIENTAL QUARRIES & MINES

to group result € mio

AvH 28%

Stone quarries for construction aggregates. 10

Since 2009

8

ALCOFINA

AvH 30%

Bioethanol made from sugarcane in Brazil.

6

Since 2009 4

MAX GREEN

Renewable energy from biomass (wood pellets).

2

Since 2009

SIPEF

ENERGY AND MATERIALS

SAGAR CEMENTS

2009

2008

2007

1997

1994

0

HENSCHEL

AvH 20%

OQM ALCOFINA MAX GREEN

New investments 2009

ORIENTAL QUARRIES & MINES Oriental Quarries & Mines (OQMPL) is active in the exploitation and production of aggregates intended for road construction and the production of concrete. It was formed in 2008 as a subsidiary of Oriental Structural Engineers (OSE), one of the most important construction companies in India. OSE has 38 years of experience in the construction of surfaces for roads, motorways and runways, bridges, viaducts, dykes with reinforced soil and earthworks, and in starting up exploitations for its own use. In April 2009, AvH acquired a 28% shareholding in OQMPL through a capital increase. Oriental Quarries & Mines started with two of OSE’s operational stone quarries in Rajasthan with an installed capacity of 1.2 million metric tons of aggregates per year. The company has already carried out pilot operations in a third quarry in Gwalior, where production started in January 2010. The board of directors has approved an investment in a fourth quarry in Bangalore, where important works have already started. The infrastructure and foundations are almost complete. It is expected that the Bangalore quarry will be operational by mid-2010. Two other locations in the vicinity of large towns will be evaluated and implemented in 2010. AvH aims to increase its investment in OQMPL and to increase its holding to 50%. ALCOFINA In December 2009, AvH finalised the acquisition of a 30% shareholding in Alcofina, in a partnership with the founder, Philippe Meeùs. Alcofina has a shareholding of 42.3% in Alcotra SA, a Swiss trading company, and has a subsidiary, Alcofina SAM, a Monegasque distribution company for oil products. As a trading company, Alcotra is only active in the area of ethyl alcohol and derivatives, both on the market for bioethanol and the industrial market. It enjoys the advantage of a global presence with establishments in Rio de Janeiro, Singapore, Mexico and Houston. More than 70% of the traded goods come from Brazil, where Alcotra has access to its own storage facilities in the ports of Santos, Macéio, Paranagua and Recife. Alcotra is currently one of the largest exporters of bioethanol from Brazil.

2009 was a good year in turbulent markets. The opening of the site in Singapore in April 2009 was the result of the strategy to expand the presence of Alcotra in Asia. Moreover, Alcotra, via the Alcochem subsidiary in Houston, will go ahead in 2010 with a commercial development to become the most important player on the American market. This is the most important market at world level and has doubled in size in the last two years. Alcofina SAM was formed at the end of 2009 and will start distributing oil products in France in the first quarter of 2010. In 2010 Alcotra expects a consolidation of its market position on the market for trading bioethanol. The company is evaluating opportunities for vertical integration by acquiring shares in a production company that satisfies the requirements of sustainable development. MAX GREEN In the course of 2009, Ackermans & van Haaren and Electrabel set up a joint venture under the name of Max Green for the generation of renewable energy. A first project involves the further conversion of the power station in Rodenhuize (Ghent) into a 100% biomass unit. The power station in Rodenhuize was originally built as a coalfired station. In 2005 and 2008, a number of modifications were already made to one of the units to enable the generation of electricity from coal and biomass. The last stage of the conversion will start in 2010. Coal will then be 100% replaced by biomass, in particular wood pellets originating from producers that manage forests sustainably. After the conversion, the Rodenhuize 4 unit will have a green capacity of 180 MW, which is a world first in terms of power generation. This conversion will require important investments and will supply enough green power each year for 320,000 households. Max Green also intends to look into other renewable energy projects in the future.

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67

SIPEF Sipef is an agro-industrial group listed on NYSE Euronext Brussels and is specialised in tropical agriculture, mainly in the production of unrefined palm oil in the Far East.

■

EXECUTIVE COMMITTEE ■

from left to right: Didier Cruysmans, Thomas Hildenbrand, Matthew Adams, François Van Hoydonck, Johan Nelis and Paul Nellens

68

The bulk of the group’s activities are in Indonesia, with palm oil and rubber plantations in Sumatra and a tea plantation in Java. In 2009, these represented almost half of the turnover and 62% of the operating results. The focus for expansion is on palm oil and rubber activities in Papua New Guinea (PNG), in which a third of the turnover and operating profit was realised. The operational African interests are limited to the production of bananas and flowers. Sipef can therefore be considered as a direct investor and a USD pure play in palm oil and rubber in the Far East.

OPERATIONAL OVERVIEW 2009 Sipef has again realized a record year. The good results in 2009 were mainly generated internally, in contrast to the results of 2008, which were driven by high market prices. Palm oil and rubber represented 90% of the operating results, but tea,

ENERGY AND MATERIALS

bananas and insurance also contributed to the increase in the net results. The overall growth of the group production volumes was caused by substantially higher production of palm oil in Indonesia and in Papua New Guinea (+23%) due to an expansion of the mature acreage, favourable climatic conditions and the optimisation of oil extraction in the factories. The impact of the economic crisis on the demand for fertilisers and fuels led to lower prices for these two important cost components. This decrease was further strengthened by the weakening currencies in Indonesia and PNG and a lower export tax on palm oil in Indonesia. As a result, the total production costs for the most important products declined.

This increase in production volumes, in combination with production at lower cost, completely offset the >25% decrease in world market prices for palm oil and rubber. The palm oil prices suffered considerably from the general crisis psychosis in the first quarter, but afterwards, due to the constant demand for consumption in the Far East, prices of around 800 USD/metric ton were again obtained. Rubber prices also had a weak start, but they were driven up to new levels above 3,000 USD/metric ton due to the sustainable demand from China. Prices for quality tea continued to rise over almost the whole year due to poor harvests in Kenya and ended above 3,000 USD/metric ton. This year, Sipef invested in the improvement of the internal road network, the accommodation of workers and the planned expansion of the plantations. The announced plantings in the new project in Indonesia were somewhat delayed by negotiations with local residents. The group has grown by 1,852 hectares in the past year and now has 49,200 hectares of palm oil and 9,552 hectares of rubber plantations, 23% of which have not yet reached the production stage. After the sale of various non-core activities in the last few years, only the sale of the remaining Brazilian assets is still on the agenda. Sipef is now fully focused on activities that contribute to the growth and increase of the group’s productivity.

OUTLOOK 2010 Despite initially difficult climatic conditions, Sipef again expects a good year with an expansion of activities. The profit levels will to a great extent depend on the strength of the palm oil market, supported by the good outlook, so far, for the rubber, tea and banana activities. A generally lower than anticipated palm oil production in the Far East and a growing demand for biodiesel in Argentina and Brazil has created a short-term shortage in world stocks, such that the palm oil price stayed at the level of USD 800 CIF Rotterdam. Rubber prices remain firmly anchored above USD 3,000 per metric ton due to considerable demand from China. The price for quality tea will remain high due to a fall in production in Kenya, and changes to import duties in Europe do not seem to have had an effect on banana prices. Thanks to the cash flows of the last few years, Sipef is well positioned to continue its expansion programme in order to acquire a greater share of the existing activities and to continue the search for further sustainable investment opportunities in the agro-industry in the Far East. In the near future, there will possibly be further opportunities in the plantation sector to continue with this step at a faster pace. Sipef’s 10-year plan provides for the expansion to 100,000 hectares (group share), with 70% in palm oil and 30% in rubber plantations and the same 70/30 ratio between Indonesia and Papua. Sipef wants to grow as quickly as possible into a medium-sized player in the palm oil sector, with additional acquisitions of good agricultural land. The existing expansion project in North Sumatra will reach 9,000 planted hectares at the end of the year and there will be further prospecting to find additional hectares. There are also 10,000 hectares of good agricultural land located in Papua, 1,500 of which were planted in 2010. Construction of a new extraction plant was also started. Furthermore, Sipef also wants to permanently position itself as a sustainable producer of quality agricultural raw materials for the processing industry, with respect for ethical, social and environmentally-friendly standards.

AvH beneficial interest: 20.9% SIPEF NV www.sipef.be (USD 1,000) Turnover EBITDA EBIT Net result Net cash flow

2009 237,829 84,673 82,671 60,174 71,346

2008 279,402 84,558 81,354 58,765 65,763

2007 207,292 70,749 73,882 47,289 57,499

Shareholders’ equity (group share) Net financial position Balance sheet total

296,918 36,108 423,739

247,140 14,454 373,230

199,419 -8,280 342,806

ANNUAL REPORT 2009

69

HENSCHEL The focus of Henschel Engineering’s activities is, on the one hand, the development and manufacturing of loading containers and skips for light carrier vehicles, and on the other hand, the manufacturing of welded structures, with particular emphasis on telescopic cranes for mobile crane vehicles.

After the complete relocation of the welding operations to Poland in the 2005-2008 period, the entire relocation of the container production started in 2009. A collective labour agreement on the closure of Henschel Engineering in Wilrijk was signed at the end of 2009. The market for containers fell by 20% in 2009. The crane division also experienced a decrease of around 30%, but the budgeted result could be achieved thanks to flexible conditions of employment in Poland relating to the reduction of working hours, as well as a reduction in employment.

70

In 2009, a new production facility, named Montel, was started in Küstrin (Poland) for jibs for large caterpillar cranes, as well as new production lines for crane chassis. As a result of new contracts, the reduction in working hours has been stopped and the employees have been re-employed. The total number of employees is now around 580. The new products and the expansion of the production capacity for larger cranes (> 1,000 metric ton lifting capacity) require investments of approximately 10 to 15 million euros over 2010 and 2011, with the aim to substantially increase the market share and to tap into new market segments.

AvH beneficial interest: 50% HENSCHEL ENGINEERING www.hengineering.de / www.teleskop.com.pl (€ 1,000) Turnover EBITDA EBIT Net result Net cash flow

2009 60,820 8,539 6,434 4,339 6,444

2008(1) 78,573 12,728 10,712 3,789 12,267

2007 61,716 11,219 8,559 8,489 11,150

Shareholders’ equity (group share) Net financial position Balance sheet total Personnel

31,007 2,496 52,456 515

25,895 -5,803 47,863 620

26,268 -4,835 39,672 522

(1) IFRS figures as from 2008, including extraordinary MtM regarding exchange rate hedges (- K€ 6,461)

ENERGY AND MATERIALS

SAGAR CEMENTS Sagar Cements produces a wide rage of cements at its plant in the Nalgonda district of Andhra Pradesh (India). It recently increased the capacity of clinker to 2.1 million metric tons per year and the cement capacity to 2.5 million metric tons per year. The Sagar Power subsidiary operates two hydroelectric power stations, with a combined installed power of 8.5 MW, which supply part of the energy needs of the cement plant. The limestone requirements are satisfied by its own mine located next to the plant.

By increasing the installed capacity to 2.5 MTPA, Sagar Cements has developed from a small to a large cement plant. Nevertheless, the sale of cement has been temporarily affected by external factors. The production of clinker and cement in the first few months of the year was impeded by regular interruptions to the electricity supply; in October the traditional effects of the monsoon on the sales figures was strengthened by exceptional floods, and in December the forced closures due to the political unrest in Andra Pradesh harmed the sales figures. In addition, the sales prices also came under pressure from the second half year onwards, due to the expected increase in cement capacity in the southern region to a level above the demand.

Vicat Sagar Cement Private Limited (a joint-venture with the French Vicat Group) is installing a production facility with a cement capacity of 5.5 million metric tons per year and a clinker capacity of 4 million metric tons per year in Gulbarga, Karnataka. The plant will also have a 60 MW power station for its own use and has sufficient limestone reserves. The works are on schedule. It is expected that the plant will be operational by 2012/2013. The total costs of the factory will rise to 25 billion rupees. 71

AvH beneficial interest: 15% SAGAR CEMENTS LTD www.sagarcements.in (million INR) € 1 = INR 67.57 (31-12-2009)

Turnover EBITDA EBIT Net result Shareholders’ equity (group share) Net financial position Balance sheet total

2009 12 months 4,926 992 718 257

2008 9 months 1,977 326 204 96

2,111 -2,164 5,175

1,897 -2,494 4,955

ANNUAL REPORT 2009

❛Glossary ASSETS UNDER MANAGEMENT

BIO ETHANOL

The total assets the clients have entrusted to the bank.

Currently the largest existing backhoe dredger with a bucket that can hold a maximum of 40 m3, i.e. a pontoon with a large crane on it.

Bio ethanol is a type of ethanol (alcohol) prepared using raw materials of vegetable origin, and as such, is a fuel from renewable sources of energy. It is produced through the microbial fermentation of certain sugars (from sugar cane, wheat, maize, rye, barley and sugar beet). Because of its vegetable origin, bio ethanol is an environmentallyfriendly alternative to fossil fuels, which can reduce CO2 emissions by up to 75%.

BASEL I

BIOMASS

A set of directives applicable to financial institutions that were adopted by central bankers in 1988. These arrangements require financial institutions to reserve a minimal proportion of their capital for potential risks, so that they have a sufficiently large buffer to cope with these risks.

Biomass is the biodegradable fraction of products, waste materials and residues of biological origin produced in agriculture (including vegetable and animal matter), forestry and related industrial branches, as well as the biodegradable fraction of industrial and domestic waste.

BASEL II

CONSTRUCTION DREDGING WORKS

These arrangements were agreed on in 1999 in order to complete and improve the Basel I arrangements and are applicable from 2008. The new rules require that financial institutions put aside extra capital for risks that are not covered by the first directives. Furthermore, financial institutions now have to install an internal control body and set up control procedure that will proactively identify and assess risks.

This is known as “new work” as opposed to “maintenance dredging work”. Construction dredging involves dredging with a view to building new port infrastructure, the creation of new access channels or the deepening of existing access channels, the reclamation of beaches or new land, etc.

BACKACTER

72

BEVAK Investment company with fixed capital (according to Belgian law).

BEVEK Investment company with variable capital (according to Belgian law).

GLOSSARY

CORE TIER 1 CAPITAL RATIO The core tier 1 capital ratio is used to determine a bank’s general financial health and strength. It is one of the principal figures which banking regulators look at when they assess a bank’s position and make a decision on its ability to fulfil its long-term obligations towards its customers. Tier 1 capital is the core capital of a bank, i.e. its strongest asset category, and mostly consists of share capital, retained earnings and other types of assets, which permanently contribute to a business’s asset structure and which can be redeemed when necessary to compensate for losses.

COST-INCOME RATIO

OCCUPANCY RATE

This ratio expresses the relation between the costs and operational income of a company. The lower the ratio, the more efficiently the company is using its assets.

The occupancy rate takes into account all buildings, unless these have been included in project developments. It is measured in terms of the estimated rent: (estimated rent - estimated rent when vacant)/estimated rent.

CUTTER SUCTION DREDGER PROPERTY INSURANCE Dredging equipment with a cutter head made of revolving blades placed at the suction inlet, which loosens the earth so that it can be suctioned off.

DISCRETIONARY ASSET MANAGEMENT Asset management allowing the bank to execute investment transactions without contacting the client.

DREDGING All of the activities that are necessary when removing sand, sludge and other layers of the water bottom and for reclaiming new land.

DURATION Weighted average duration of the rental contracts, with the weight being equal to the ratio of the rent income to the portfolio’s total rent income.

A type of insurance providing coverage for uncertain incidents resulting in damage to an asset.

TRAILING SUCTION DREDGER OR TRAILING SUCTION HOPPER OR TRAILER A ship that can suction dredging spoils from the water bottom by means of powerful pumps and engines. This operation takes place while the ship is moving and is done by means of one or two trailing suction pipes - with a suction head - which are dragged along the water bottom.

TRENCH DREDGING WORKS OR TRENCHING The excavation of trenches using specialised dredgers. Pipelines and cables are sunk into these trenches on the water bottom. Once the pipelines or cables have been installed, the trench is filled up again and, if necessary, protected with rock filling.

LANDFALLS Places where pipelines or cables constructed at sea reach land. A landfall can be an open excavated structure or an excavated trench walled with sheet piling where the pipeline or trench is brought inland and connected to the pipeline on land.

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❛Annual report of the board of directors

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ANNUAL REPORT OF THE BOARD OF DIRECTORS

Dear shareholder,

3. Comments on the statutory annual accounts

It is our privilege to report to you on the activities of our company during the past financial year and to submit to you for approval the separate and consolidated annual accounts closed on 31 December 2009. In accordance with Article 119 of the Company Code, the annual reports on the statutory and consolidated annual accounts have been combined.

3.1 Financial situation as per 31 December 2009 The statutory annual accounts have been prepared in accordance with Belgian accounting rules. The balance sheet total fell slightly from 1.319 billion euros at the end of 2008 to 1.299 billion euros at the end of 2009.

I STATUTORY ANNUAL ACCOUNTS 1. Capital and shareholding No changes were made to the company’s share capital during the last financial year. The share capital amounts to 2,295,278 euros and is represented by 33,496,904 shares without indication of nominal value. All shares have been paid up in full. In 2009, 49,500 new options were granted in the framework of the stock option plan. As at 31 December 2009, the options granted and not yet exercised entitled their holders to acquire an aggregate of 355,300 Ackermans & van Haaren shares (1.06%). The company received a transparency notice on 31 October 2008 pursuant to the transitory regime of the law of 2 May 2007 in which Scaldis Invest NV - together with Stichting Administratiekantoor “Het Torentje” - communicated its participation percentage. The relevant details of this transparency notice are available on the company’s website (www.avh.be).

2. Activities For an overview of the group’s main activities during the 2009 financial year, reference is made to the Message of the chairmen (p. 6).

Besides the 13 million euros in tangible fixed assets on the balance sheet (primarily buildings located on Begijnenvest and Schermersstraat in Antwerp), the assets mostly consist of 38 million euros in investments and 1.240 billion euros in financial fixed assets. This amount has only decreased slightly compared to last year and it reflects the rather limited investment and divestment activities which took place throughout 2009. In 2009, Ackermans & van Haaren principally focused on developing a fifth segment involving investments in “energy and materials”. Existing holdings in Sipef and AvH Resources India were expanded and new participations were taken in Oriental Quarries & Mines (Delhi, India), Alcofina, Gulf Lime (Abu Dhabi), and Ligno Power, through which the company is participating in the Max Green project with Electrabel. On the other hand, the investment portfolio was further reduced in 2009. 75

As a result of the dividends received in 2009, Ackermans & van Haaren was able to decrease its outstanding debt position from 674 million euros to 538 million euros. In this connection, it must be pointed out that only 14 million euros of this amount represent an external financial debt and that the remainder is owed to the group company AvH Coordination Center, which acts as the AvH group’s internal banker. Thanks to the substantial dividends received during the course of 2009, the financial year closed with a profit of 166 million euros. This is a major improvement compared to the loss of 14 million euros suffered in 2008 when significant capital losses were taken on the shares in the investment portfolio. Including the profit allocation proposal submitted to the General Meeting on 25 May 2010, the shareholders’ equity for Ackermans & van Haaren stood at 760 million euros at the end of 2009. This amount does not include unrealised capital gains present in the portfolio of AvH and group companies.

ANNUAL REPORT 2009

Throughout 2009, Ackermans & van Haaren purchased 66,886 own shares and sold 1,000. These transactions are related to the stock option plans and associated hedging operations. 3.2 Allocation of the results The board of directors proposes to allocate the result (in euros) as follows: Profit from the previous financial year carried forward Profit of the financial year Total for appropriation Allocation to the legal reserves Allocation to the non-distributable reserves Allocation to the distributable reserves Dividends Directors’ fees Profit to be carried forward

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0 3,177,422 51,500 48,235,542 217,000 593,064,330

Following this allocation, shareholders’ equity will amount to 760,227,015 euros and will be composed as follows:

ANNUAL REPORT OF THE BOARD OF DIRECTORS

As in previous years, the results for the current financial year will to a large extent depend on the dividends paid by the companies within the group and on the realisation of any capital gains or losses.

5. Notices 479,128,578 165,617,216 644,745,794

The board of directors proposes to distribute a gross dividend of 1.44 euros per share. After the deduction of withholding tax, the net dividend will amount to 1.0800 euros per share, or 1.2240 euros for the coupons presented together with a VVPR strip. If the ordinary general meeting approves this proposal, the dividend will be paid from 2 June 2010 upon presentation of coupon no. 11 at the counters of Bank Delen, Bank J.Van Breda & C°, Bank Degroof, Fortis Bank, KBC Bank, ING Belgium, Dexia Bank and Petercam.

Capital - Subscribed capital - Issue premium Reserves - Legal reserves - Non-distributable reserves - Tax-exempt reserves - Distributable reserves Profit carried forward Total

4. Outlook

2,295,278 111,612,040 248,081 16,921,033 0 36,086,253 593,064,330 760,227,015

5.1 Key events after the closing of the financial year Since the closing of the 2009 financial year, there have been no major events which could have a significant impact on the development of the company.

5.2 Application of Article 523 of the Company Code Extract from the minutes of the meeting of the board of directors of Ackermans & van Haaren held on 13 November 2009: ‘Mandate for granting stock options Before the board of directors started deliberations on the granting of stock options, Luc Bertrand declared that he, as a beneficiary of the stock option plan, has a direct interest of a proprietary nature which conflicts with the proposed resolution within the meaning of Article 523 of the Company Code. Pursuant to Article 523 of the Company Code, Luc Bertrand will inform the company auditor of the conflict of interest after this meeting. Luc Bertrand left the meeting and did not take part in the deliberations or decision-making concerning this item. Based on the recommendations of the remuneration committee, the board of directors decided to grant, under the current stock option plan, Jacques Delen and Luc Bertrand, each acting separately, special authorisation to offer a maximum of 50,500 options on Ackermans & van Haaren shares to the members of the executive committee and certain staff members and independent service providers of Ackermans & van Haaren, the Nationale Investeringsmaatschappij and Sofinim. The offer of the options must take place on 4 January 2010 and, as in previous years, the exercise price will be determined based on the average price of the share during the 30 days preceding the offer. As it is the policy of the company to cover the stock options through the purchase of own shares, the consequences of a proprietary nature for the company are in principle limited to the interest gained or lost during the period running from the purchase of the shares to their resale to the options holders. Luc Bertrand rejoined the meeting.’ 5.3 Additional remuneration for the auditor Pursuant to Article 134 § 2 and § 4 of the Company Code, we inform you that additional remuneration of 18,210 euros (excluding VAT) was paid to Ernst & Young Tax Consultants CV for tax advice. 5.4 Research and development The company did not undertake any activities in the area of research and development.

5.5 Acquisition and sale of treasury shares On 9 March 2009, the extraordinary general meeting authorised the board of directors of Ackermans & van Haaren to acquire own shares within a well-defined price range during a period of 5 years. In the course of the 2009 financial year, Ackermans & van Haaren acquired 66,886 own shares. These shares were acquired to cover the company’s obligations under the stock option plan. Including these shares and taking into account the sale of 1,000 shares pursuant to the exercising of options, the situation as at 31 December 2009 was as follows: Number of treasury shares Par value per share Average price per share Total investment value

328,932 (0.98%) 0.07 euros 51.34 euros 16,886,280 euros

In addition, Brinvest, an indirect subsidiary of Ackermans & van Haaren, holds another 51,300 shares of Ackermans & van Haaren. 5.6 Notice pursuant to the law on public takeover bids By letter of 18 February 2008, Scaldis Invest sent a notification to the company drawn up in accordance with Article 74 §7 of the law of 1 April 2007 on public take-over bids. From this notification, it appeared that Scaldis Invest owns over 30% of the shares with voting rights in Ackermans & van Haaren and that Stichting Administratiekantoor “Het Torentje” exercises ultimate control over Scaldis Invest. 5.7 Protection schemes (i) Powers of the board of directors On 9 March 2009, the extraordinary general meeting renewed the powers granted to the board of directors to proceed to a capital increase, subject to the conditions and within the limits set out in Article 607 of the Company Code, in the event of a public take-over bid for Ackermans & van Haaren securities. The board of directors is allowed to use these powers if the notification of a public take-over bid is given by the Banking, Finance and Insurance Commission to the company not later than three years after the date of the abovementioned extraordinary general meeting.

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The board of directors is also authorised for a period of three years expiring on 2 April 2012 to acquire or divest shares of the company in the event that such action is required in order to safeguard the company from serious and imminent harm. (ii) Important agreements The shareholders’ agreement with respect to D.E.M.E. NV (DEME) which the company and its subsidiary Nationale Investeringsmaatschappij NV (NIM) concluded on 22 March 2007 with Aannemingsmaatschappij CFE NV (CFE) grants specific rights to the latter in the case of a change or acquisition of direct control over Ackermans & van Haaren (or over NIM, provided that NIM retains its stake in DEME). These rights essentially mean that in such case CFE has the possibility of terminating the shareholders’ agreement.

II CONSOLIDATED ANNUAL ACCOUNTS

During the course of 2009, investments amounted to 38.3 million euros while divestments reached 80.9 million euros (including the sale of Oleon booked in the 2008 results for which the cash was received in January 2009). The investments concerned 15.8 million euros in follow-up investments in private equity and 22.5 million euros in acquiring new holdings in Alcofina, Max Green and Oriental Quarries & Mines, as well as in increasing existing participations in Sipef and Sagar Cements. The net cash position of Ackermans & van Haaren amounted to 122.1 million euros compared to 106.4 million euros at the end of 2008, taking into account the continued reduction in the investment portfolio pursuant to the sale of KBC Group and Telenet shares. An (economic) breakdown of the results for the group’s various segments is set out in the “Key figures” appendix to the annual report.

1. Risks and uncertainties Please refer to the text on page 94.

2. Comments on the consolidated annual accounts 78

The consolidated annual accounts were prepared in accordance with International Financial Reporting Standards (IFRS). The group’s consolidated balance sheet total as at 31 December 2009 amounted to 5.322 billion euros, which is a slight increase compared to the end of 2008 (5.220 billion euros). The balance sheet total naturally depends on the manner in which certain participations are consolidated. Shareholders’ equity at the end of 2009 was 1.596 billion euros (47.63 euros per share), which represents an increase of 78.4 million euros compared to the end of 2008 while taking into account a dividend payment of 46.6 million euros in June 2009.

ANNUAL REPORT OF THE BOARD OF DIRECTORS

Despite a difficult year, the contracting, dredging and concessions segment still succeeded in recording respectable results. The decrease of the contribution to 50.8 million euros is mainly due to the capital gains (12 million euros; part AvH 9 million euros) realised in 2008 by NMP. DEME (AvH 50%) realised a turnover of 1,403 million euros in 2009. The slight decline compared to last year is largely explained by the gross repair and maintenance works carried out on four large dredging ships in the first half of the year. The operational cash flow (EBITDA), expressed as a percentage of the turnover, was 20.6% which was even a bit higher than last year (20.0%). The net profit amounted to 103 million euros. Thanks to the strategy of geographical spread and diversification of its activities (such as dredging, lifting works, offshore-related and environmental activities), the group succeeded in maintaining its market position. Notwithstanding the worldwide economic crisis and the problems in Dubai, DEME was able to renew its order book, which even grew to 2,122 million euros on 31.12.09, compared to 1,906 million euros at the end of 2008 (taking into account the cancellation of the Port Rashid contract in Dubai).

ALGEMENE AANNEMINGEN VAN LAERE (AvH 100%) realised an 18% increase in turnover, which amounted to 161 million euros in 2009. Van Laere closed the year with a negative net result due to losses on some problem sites.

The financial services segment again recorded a very strong year. Both Bank Delen as well as Bank J.Van Breda & C° realised a record growth of the assets under management and an increased net result.

The real estate activities (Leasinvest Real Estate, Cobelguard and Financière Duval) recorded satisfactory results in difficult economic conditions. The decrease in the contribution of the segment (to -0.7 million euros) is mainly attributable to impairments on Extensa’s Romanian projects.

BANK DELEN (AvH 78.75%) has again achieved a very strong result in 2009. The assets under management amounted to 13,243 million euros on 31 December 2009 (versus 10,343 million euros on 31 December 2008). This record growth was the result of, on the one hand, the effect of the reviving financial markets on its client portfolios, and on the other hand, a significant net growth in assets, both of existing as well of as new clients. At the end of the year, 67% (8,901 million euros) was managed via discretionary mandates or via own investment funds (‘beveks’). The gross operating income remained more or less stable at 103.3 million euros while the net profit increased to 34.6 million euros (32.5 million euros in 2008). The cost-income ratio reached a very competitive level of 48.3% (46.1% in 2008). The consolidated shareholders’ equity increased further to 304 million euros (vs. 281 million euros in 2008), which represented a Core Tier 1 capital ratio of 33%.

LEASINVEST REAL ESTATE (AvH 30.01%) achieved a good result in 2009. The rental income increased by 17%, primarily thanks to the retail sites acquired in Luxembourg at the end of 2008. The real estate portfolio now has 58 buildings with a total surface area of 353,000 m2, of which 59% is located in Belgium and 41% in Luxembourg. The high occupancy rate of 97.74% and the rental yield of 7.48% also ensure a recurrent real estate result in the future. Taking into account the sale of the Bian building (capital gain of 15.2 million euros) and negative portfolio fair value fluctuations (-17.8 million euros as a result of a revaluation in line with the general trend in the real estate market), the fair value of the portfolio amounted to 538 million euros at the end of the year (vs. 563 million euros at the end of 2008). These elements explain partly the decrease of the net result to 18.4 million euros (22.8 million euros at the end of 2008).

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The development activities of EXTENSA (AvH 100%) were influenced to a large extent by the negative effects of the worldwide real estate crisis. Both land and urban development activities in Belgium as well as the real estate projects in Romania experienced a considerable slowdown. However, important breakthroughs were realised in various projects, e.g. the start of construction activities in Hasselt Runkst (CederPark), the advance sale in the urban development project in Roeselare (De Munt) and new permits in the Tour & Taxis project in Brussels. The negative result (7.8 million euros) of Extensa is mainly the result of exceptional impairments on the retail projects in Romania (amounting to -8.8 million euros).

ANNUAL REPORT 2009

BANK J.VAN BREDA & C° (AvH 78.75%) also had a very successful year. The total client assets increased by 13% to 5,644 million euros (vs. 5,009 million euros at the end of 2008), both in terms of client deposits (+6% to 2,359 million euros) as well as in terms of entrusted funds (+18% to 3,286 million euros). This continuous inflow of client deposits strengthens the liquidity position of the bank. The total loans increased, even in a period of recession, by 6% to 2,328 million euros. Thanks to the cautious credit policy, the provisions for loan losses remained at an exceptionally low level (0.09%). Despite the difficult financial and commercial context, the net profit increased by 13% to 23.3 million euros (20.6 million euros in 2008), which is even 4% higher than in 2007 before the financial crisis. The underlying growth of the interest income by 16% also contributed to this. The cost/income ratio remained stable at 60%. The shareholders’ equity increased to 244 million euros (compared to 223 million euros at the end of 2008). The bank has sufficient resources to grow on its own and has a Core Tier 1 capital ratio of 11.8%.

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In 2009, the private equity segment contributed 7.8 million euros (including capital gains) to the group results. Notwithstanding the impact of the crisis on the most cyclical and consumer-driven participations and the related restructuring costs, the majority of the companies were successful in maintaining their position or limiting their losses. In this respect, the improvement in the last quarter was most noticeable, with positive contributions throughout almost the entire portfolio. AvH invested 15.8 million euros in 2009 in followup investments, primarily for Manuchar, Groupe Flo, Spano and Hertel. In 2009, the participations IDIM and I.R.I.S. were sold, whereby the total divestments (including capital gains) amounted to 14.3 million euros. The adjusted net asset value of the private equity portfolio amounted to 448.1 million euros at the end of 2009 (compared to 438.8 million euros at the end of 2008). From 2009, AvH includes a fifth segment in its reporting, namely ‘Energy and materials’. This segment contributed 12.8 million euros to the group result in 2009.

ANNUAL REPORT OF THE BOARD OF DIRECTORS

SIPEF (AvH 20.86%) achieved again record results in 2009. The total palm oil production increased by 18% as a result of an excellent harvest and an increase of the extraction values in all factories. The sharp decrease in the sales prices led to a decrease of the turnover to 238 million USD. However, production at lower costs compensated for this effect, whereby the net result increased to 60.2 million USD. In 2009, HENSCHEL ENGINEERING (AvH 50%) reached an agreement about the relocation of the loading platform production to Poland. In addition, a new production facility, named Montel, was started in Küstrin (Poland). The turnover decreased in 2009, in line with the difficult market conditions, to 61 million euros. The net result increased to 4.3 million euros thanks to flexible labour regulations in Poland.

3. Key events after the closing of the financial year No major events which could have a significant influence on the activities or the financial position of the company took place after the balance sheet date.

4. Research and development Ackermans & van Haaren and the fully-consolidated holdings did not engage in any research and development activities in 2009.

5. Financial instruments Companies within the group can make use financial instruments for risk management purposes. Specifically, these are instruments principally intended to manage the risks associated with fluctuating interest and exchange rates, and the counterparties in the related transactions are exclusively first-ranked banks. . As at the end of 2009, neither Ackermans & van Haaren nor any other fully consolidated holding within the “private equity” or “AvH and sub-holdings” segment had any such instruments outstanding. Within

Bank J.Van Breda & C°, a similar effort is being made to pursue a cautious policy in terms of interest rate risk by using interest swaps and options. A large portion of the group’s stakes involve activities outside the euro zone (for example DEME, Sipef, Hertel, Manuchar, and Henschel) and in this connection, hedging activities for exchange rate risk are always carried out and managed at the level of the individual company.

6. Outlook for 2010 The present economic climate still calls for great caution. However, the board of directors of AvH expects the current results of most participations to grow again in the current year 2010.

On behalf of the board of directors, 20 April 2010 Luc Bertrand President of the executive committee

Alain Dieryck President of the board of directors

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ANNUAL REPORT 2009

❛Corporate governance statement

1 GENERAL Ackermans & van Haaren has adopted the Belgian Corporate Governance Code (the ‘Code’) as its reference code, the original version of which was published on 9 December 2004 and updated on 12 March 2009 (2009 Corporate Governance Code). On 14 April 2005, the board of directors of Ackermans & van Haaren adopted the first Corporate Governance Charter (‘Charter’). The board of directors updated the Charter at its meeting of 18 April 2006 further to various Royal Decrees adopted pursuant to European regulations on market abuse. On 15 January 2008, the board of directors has amended article 3.2.2. (b) of the Charter in order to clarify the procedure regarding investigations into irregularities. The most recent change involving the Charter’s modification

to reflect the new 2009 Code and the new independence criteria set forth in Article 526ter of the Companies Code was approved by the board of directors on 12 January 2010. The amended Charter was published on 9 February 2010 and is available in three languages (Dutch, French and English) on the company’s website at www.avh.be. In accordance with the Code, this Chapter (the ‘Corporate Governance Statement’) specifically focuses on factual information involving corporate governance matters and explains any derogations from the recommendations in the Code during the past financial year in accordance with the principle of ‘comply or explain’.

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2 BOARD OF DIRECTORS 2.1 Composition Name Alain Dieryck Luc Bertrand Jacques Delen Teun Jurgens Pierre Macharis Thierry van Baren Frederic van Haaren Pierre Willaert

Born 1943 1951 1949 1948 1962 1967 1960 1959

Type of mandate Chairman, non-executive Executive Non-executive Independent non-executive Independent non-executive Non-executive Non-executive Independent non-executive

Mandate end 2013 2013 2012 2010 2012 2010 2013 2012

The board of directors will propose to the ordinary general meeting of 25 May 2010 to renew the mandates of Teun Jurgens and Thierry van Baren for a term of 4 years, respectively for the positions of non-executive director and independent director

CORPORATE GOVERNANCE STATEMENT

Alain Dieryck (born 1943, Belgian) is chairman of the board of directors at Ackermans & van Haaren. He graduated as a doctor of law (KUL - 1967) and also earned a master’s degree in applied economic sciences (UCL - 1968). He joined Ackermans & van Haaren in 1969, worked a number of years in the legal department of Dredging International and ended his active career as secretary general of Ackermans & van Haaren in 2003. Alain Dieryck has been a director at Ackermans & van Haaren since 1985 and was appointed chairman in 2006. In addition to this he has also held mandates as a director with Dipo Spaarbank and Record Bank (ING Group). He is also currently active as a director for several charitable organisations. Luc Bertrand (born 1951, Belgian) is chairman of the executive committee at Ackermans & van Haaren. He completed his studies as a commercial engineer (KUL – 1974) and began his career at Bankers Trust, where he held the position of VicePresident and Regional Sales Manager, Northern Europe. He has been with Ackermans & van Haaren since 1986. He holds various mandates as director both within and outside the Ackermans & van Haaren Group. His mandates include being chairman of the board of directors of DEME, Dredging International, Finaxis, Sofinim and Leasinvest Real Estate. Luc Bertrand is also active at the social level and is, among other things, chairman of Guberna (the Belgian Governance Institute) and Middelheim Promotors, and sits on the Boards of several other not-for-profit organisations. Luc Bertrand was appointed director at Ackermans & van Haaren in 1985. Jacques Delen (born 1949, Belgian) completed his studies as a stockbroker in 1976. He is currently chairman of the executive committee of Bank Delen and a director with the listed agro-industrial group Sipef and with Bank J.Van Breda & C°. Jacques Delen was appointed director at Ackermans & van Haaren in 1992 and is chairman of the remuneration committee. Teun Jurgens (born 1948, Dutch) graduated as an agricultural engineer at the Rijks Hogere Landbouwschool in Groningen (The Netherlands). He

was a.o. a member of the management team of Banque Paribas Nederland and founder of Delta Mergers & Acquisitions. Teun Jurgens was appointed director at Ackermans & van Haaren in 1996 and is a member of the remuneration Committee. Pierre Macharis (born 1962, Belgian) completed a master’s degree in commercial and financial sciences (1986) and also earned a degree in industrial engineering with a specialisation in automation (1983). He is currently CEO and chairman of the executive committee of the listed VPK Packaging Group, a vertically integrated packaging group headquartered in Belgium. Pierre Macharis is also chairman of Cobelpa, the Association of Belgian Pulp, Paper and Boards Industries, and is a director at CEPI, the Confederation of European Paper Industries. Pierre Macharis was appointed director at Ackermans & van Haaren in 2004 and is a member of the remuneration committee. Thierry van Baren (born 1967, French/ Dutch) holds a master’s degree and teaching qualification in philosophy as well as an MBA from Solvay Business School. He is currently an independent consultant. Thierry van Baren was appointed director at Ackermans & van Haaren in 2006 and is a member of the audit committee. Frederic van Haaren (born 1960, Belgian) is an independent entrepreneur and the alderman for public works for the municipality of Kapellen. He is also active as a director for various companies and associations. For example, he is, among other things, a director at Multi Communications NV (parent company of Decofun, Funinvest and Kidslab) and Ebco BVBA, chairman of the nonprofit organisation Consultatiebureau voor het jonge kind in Kapellen and of the Zonnekind primary school in Kalmthout, as well as director for Bosgroepen in Northern Antwerp. Frederic van Haaren was appointed director at Ackermans & van Haaren in 1993 and is a member of the audit committee. Pierre Willaert (born 1959, Belgian) holds a master’s degree in commercial and financial sciences

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and earned a degree from the Belgian Association of Financial Analysts (ABAF-BVFA), of which he still is a member. He worked for many years as a financial analyst at Bank Puilaetco, where he was responsible for monitoring Belgian listed shares. Pierre Willaert was a managing partner and member of the audit committee at Bank Puilaetco until 2004 and is a director at Tein Telecom, a Brussels-based ICT company specialising in, among other things, video surveillance. Pierre Willaert was appointed director at Ackermans & van Haaren in 1998 and has been chairman of the audit committee since 2004. 2.2 Independent directors • Teun Jurgens • Pierre Macharis • Pierre Willaert • Frederic van Haaren (until his reappointment at 25 May 2009)

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Teun Jurgens, Pierre Macharis and Pierre Willaert held the positions of independent directors in 2009. They meet the independence criteria set out in the former Article 524 of the Companies Code (before the law of 17 December 2008) and Article 2.2.4. of the Charter (before the modification of 12 January 2010). Teun Jurgens does not meet the independence criteria set out in Article 526ter of the Companies Code since his mandate exceeds the maximum duration of 12 years as indicated in Article 526ter 3° of the Companies Code and he can thus not be reappointed as an independent director. The board of directors will propose to the ordinary general meeting of 25 May 2010 to appoint Thierry van Baren as independent director. Thierry van Baren meets all independence criteria of article 526 ter of the Companies Code. 2.3 Other directors • Luc Bertrand • Jacques Delen • Alain Dieryck • Thierry van Baren • Frederic van Haaren (from his reappointment at 25 May 2009) Luc Bertrand, Jacques Delen and Alain Dieryck are directors of Scaldis Invest which is, with a stake of 33%, the principal shareholder of Ackermans & van Haaren. Luc Bertrand and Alain Dieryck are also directors of Belfimas, which holds a controlling share participation of 91.35% in Scaldis Invest. Scaldis Invest and Belfimas are holding companies which exclusively invest (directly and indirectly) in Ackermans & van Haaren shares.

CORPORATE GOVERNANCE STATEMENT

2.4 Activity report The board of directors convened eight times in 2009. The average presence was 95%. In 2009, the board of directors monitored the group’s results and the development of the activities of the various participations on the basis of reports prepared by the executive committee. The board of directors also took important investment and divestment decisions in the past financial year. At its meeting of 6 October 2009, the board of directors, together with the executive committee, deliberated over the consequences of the economic crisis, the strategy of the group and formulated recommendations regarding, among other things, the sectors to which the group must give priority attention and the manner of working abroad. In accordance with Article 2.7 of the Charter, assessments procedures are carried out periodically within the board of directors. These assessments take place further to the initiative and under the supervision of the chairman. • During its meeting on 13 January 2009, the board of directors assessed the size, composition and operation of the Board and its committees as well as its relationship with the executive committee. This assessment procedure must take place every 4 years. • The annual assessment by the independent directors of the relationship between the board of directors and the executive committee took place on 13 January 2009 and once again on 12 January 2010. These assessment procedures were carried out in the absence of the executive director. On both occasions, the directors expressed their general satisfaction regarding the good quality of the collaboration between both bodies and made a number of suggestions to the executive director in this respect. • On 2 March 2010, in the absence of the directors in question, the board of directors assessed the individual contributions of Teun Jurgens and Thierry van Baren to the proper functioning, deliberating and decision-making of the board. Once both assessments had been completed and had yielded positive results, the board of directors decided to recommend both directors for reappointment.

2.5 Code of conduct regarding conflicts of interest The board of directors has published in the Charter (articles 2.9. and 4.7.) its policy regarding transactions between Ackermans & van Haaren or a company affiliated to it on the one hand, and members of the board of directors or executive committee (or their close relatives) on the other, which may give rise to a conflict of interest (within the meaning of the Company Code or otherwise). In 2009, no decisions were made to which this policy applied. 2.6 Code of conduct regarding financial transactions The board of directors published its policy on the prevention of market abuse in the Charter (section 5).

3 AUDIT COMMITTEE 3.1 Composition President

Pierre Willaert, independent, non-executive director Thierry van Baren, non-executive director Frederic van Haaren, non-executive director

As stated previously, in 2009 Pierre Willaert met the then applicable independence criteria of the time set forth in (former) Article 524 of the Companies Code and (former) Article 2.2.4. of the company Charter. Moreover, Pierre Willaert also meets the new independence criteria set out in Article 526ter of the Companies Code. The independent mandate of Frederic van Haaren terminated at the ordinary general meeting of 2009. All members of the audit committee have the necessary accounting and audit expertise: • Pierre Willaert (1959) holds a master’s degree in commercial and financial sciences and obtained the degree of the Belgian Association of Financial Analists (ABAF-BVFA), of which he still is a member. He was active for a long period as financial analist at Bank Puilaetco, where he was responsible for the Belgian listed stocks. Pierre Willaert was managing partner and member of the audit committee of Bank Puilaetco until 2004. He became a board member at Ackermans & van Haaren in 1998 and is chairman of the audit committee since 2004.

• Thierry van Baren (1967) holds a master’s and teacher’s degree in philosophy and obtained an MBA from Solvay Business School. As part of this education, he specialised a.o. in “Finance”, “Financial Accounting” and “Managerial Accounting”. Thierry van Baren is now an independent consultant and in this capacity familiar with different accounting aspects. Thierry van Baren became a board member at Ackermans & van Haaren in 2006. • Frederic van Haaren (1960) is the alderman of public works of the city Kapellen and is also active as director of several companies and associations. As alderman, Frederic van Haaren is familiar with the preparation and follow-up of budgets and he has experience with taking budget responsibility. Frederic van Haaren became a board member at Ackermans & van Haaren in 1993. 3.2 Activity report The audit committee convened four times in 2009. On 2 March and 21 August 2009, in the presence of financial management and the auditor, the audit committee concentrated mainly on the analysis of the annual and six-monthly financial statements respectively. The audit committee of 2 April 2009 focused its attention on the financial report as published in the annual report of 2008. The same occurred for the annual report of 2009, at the audit committee of 1 April 2010. At the meeting of the audit committee of 17 December 2009, the reporting on the internal audit was discussed and the internal audit planning for 2010 was approved. The members of the audit committee also receive the available reports of the audit committees of the operational subsidiaries of Ackermans & van Haaren.

4 REMUNERATION COMMITTEE 4.1 Composition President

Jacques Delen, non-executive director Teun Jurgens, independent, non-executive director Pierre Macharis, independent, non-executive director

ANNUAL REPORT 2009

85

4.2 Activity report The remuneration committee convened one time in 2009, on 13 November 2009. At this meeting, the remuneration committee made recommendations to the board of directors regarding the remuneration of the directors, the fixed and variable remunerations for the members of the executive committee and the granting of stock options to these members and other group executives. During this meeting, the committee was informed of the draft bill for strengthening corporate governance in listed companies.

5. NOMINATION COMMITTEE In accordance with article 2.2.2. of the Charter, the board of directors deliberated and evaluated on 3 March 2009 as nomination committee the renewal of the mandates of Alain Dieryck, Luc Bertrand and Frederic van Haaren. The nomination committee then proposed to the annual general meeting of 25 May 2009 to renew the mandates as board member of Alain Dieryck, Luc Bertrand and Frederic van Haaren.

6 EXECUTIVE COMMITTEE 6.1 Composition 86

Luc Bertrand Tom Bamelis Piet Bevernage Piet Dejonghe Werner Poot Jan Suykens

Chairman

As a general rule, Alain Dieryck, chairman of the board of directors, attends the meetings of the executive committee as an observer. Jan Suykens (born 1960, Belgian) is a member of the executive committee at Ackermans & van Haaren. He holds a master’s degree in applied economic sciences (UFSIA, 1982) and earned an MBA from Columbia University (1984). Jan Suykens worked for a number of years at Generale Bank in corporate and investment banking before joining Ackermans & van Haaren in 1990. Piet Dejonghe (born 1966, Belgian) is a member of the executive committee at Ackermans & van Haaren. After earning a master’s degree in law (1989), he completed MBA courses at KUL (1990) and Insead (1993). Before joining Ackermans & van Haaren in 1995 he worked as a lawyer for Loeff Claeys Verbeke and as a consultant for Boston Consulting Group.

CORPORATE GOVERNANCE STATEMENT

Piet Bevernage (born 1968, Belgian) is secretary general and a member of the executive committee at Ackermans & van Haaren. He earned a master’s degree in law (KU Leuven, 1991) and an LLM from the University of Chicago Law School (1992). Piet Bevernage initially worked as a lawyer in the Corporate and M&A Department at Loeff Claeys Verbeke before moving to Ackermans & van Haaren in 1995. Tom Bamelis (born 1966, Belgian) is CFO and a member of the executive committee at Ackermans & van Haaren. After completing his master’s degree in commercial engineering (KU Leuven, 1988), he went on to earn another master’s degree in financial management (1991). Tom Bamelis then worked for Touche Ross and Groupe Bruxelles Lambert before joining Ackermans & van Haaren in 1999. Werner Poot (born 1971, Belgian) is a member of the executive committee at Ackermans & van Haaren. He holds a degree in civil engineering (KU Leuven, 1993) as well as a master’s degree in industrial management and a master class degree in controllership (both from Vlerick). Werner Poot worked at Union Minière and Sibelco before moving to Ackermans & van Haaren in 2005. 6.2 Activity report The executive committee convened 20 times in 2009. Average attendance was 93%. The executive committee is responsible for, amongst others, the day-to-day management of Ackermans & van Haaren and prepares the decisions to be taken by the board of directors.

7 REMUNERATION REPORT 7.1 Procedure for developing a remuneration policy and determining the level of remuneration The procedure for developing a remuneration policy and determining the level of remuneration can be summarised as follows. The remuneration paid to the members of the executive committee consists of four elements: • fixed remuneration, • variable remuneration with a short-termperspective (annual bonus based on the consolidated net results) and a long-term perspective (share options), • “fixed-contribution” group insurance scheme (retirement pension, death, disability) and hospitalisation insurance, and • a company car.

These elements are assessed each year, generally during a meeting in November or December, by the remuneration committee and checked for compliance with market practices. Verification is carried out based on public information (for example, the remuneration data disclosed in the annual reports of other comparable listed companies) and salary studies, and any modifications proposed by the remuneration committee are submitted to the board of directors for approval. The remuneration of non-executive directors consists exclusively of a fixed compensation amount comprised of a base amount and, where applicable, an additional amount for the director’s membership in a specific committee. Remuneration for non-executive directors is periodically verified by the remuneration committee and any modifications proposed by the committee are submitted to the general meeting for approval. 7.2 Application of the remuneration policy to the members of the executive committee in 2009 7.2.1 Principles Remuneration for members of the executive committee consists principally of (i) a fixed amount which changes based on the responsibilities of the person in question, his experience and market developments and (ii) a variable amount which depends on the company’s consolidated net results (bonus) and the share’s performance on the stock exchange (stock options). 7.2.2 Relative weighting of each element of the remuneration In 2009, the relative share of each element in the overall compensation paid to members of the executive committee was as follows: • Fixed compensation 57.2% • Bonus 33.6% • Group and hospitalisation insurance 8.8% • Company car 0.5% 7.2.3 Characteristics of the stock options The stock options granted pursuant to the plan of Ackermans & van Haaren have the following characteristics: • Offer: beginning of January. • Exercise price: determined based on the average closing price of the share during the 30 days preceding the offer. • Exercise period: the options may be exercised as from the lapsing of the third calendar year following the year in which the offer took place until the end of the eighth year following the date of the offer.

7.2.4 Modifications to the remuneration policy No significant changes were made to the remuneration policy in 2009. 7.3 Remuneration of (non-)executive directors Each director received a director’s fee in 2009 (for the 2008 financial year). This fee consists of a base amount of 25,000 euros or, in the case of the chairman, 30,000 euros. In addition to this, directors who are members of an advisory committee receive an additional director’s fee of, respectively, 2,500 euros for members of the remuneration committee, 4,000 euros for members of the audit committee and 8,000 euros for the chairman of the audit committee. Overall, in 2009 the directors were paid 213,500 euros in director’s fees. Since the amounts of the director’s fees are not linked to the company’s results, they can be assimilated with fixed, non performance-related remuneration. The amounts paid directly or indirectly by Ackermans & van Haaren and its subsidiaries in the form of individual compensation and other benefits to the respective directors in 2009 (for the 2008 financial year) are limited to the director’s fees below: Alain Dieryck Luc Bertrand Jacques Delen Teun Jurgens Pierre Macharis Thierry van Baren Frederic van Haaren Pierre Willaert

€ 15,000 € 25,000 € 27,500 € 27,500 € 27,500 € 29,000 € 29,000 € 33,000

For the sake of completeness it is noted that Luc Bertrand receives additional remuneration in his capacity as chairman of the Ackermans & van Haaren executive committee (see 5 below) as well as director’s fees from Sipef and that Jacques Delen also receives compensation in his capacity as president of the board of directors of Bank Delen. 7.4 Bonuses policy Executive committee members are eligible to receive a bonus whose amount is based on the consolidated net results of Ackermans & van Haaren.

ANNUAL REPORT 2009

87

7.5 Remuneration of the CEO The amount paid directly or indirectly by Ackermans & van Haaren or its subsidiaries in the form of individual compensation and other benefits to the CEO in 2009 can be broken down as follows: Fixed remuneration Variable remuneration Group and hospitalisation insurance Benefits in kind (company car)

€ 615,424 € 396,085 € 102,363 € 3,614

The other members of the executive committee may unilaterally terminate their contracts subject to 6 months’ notice while the company may do the same subject to 18 months’ notice. Such notice period may increase to 24 months depending upon the age of the executive committee member in question (50 years or older) at the time of the unilateral termination of the contract by the company.

8 INTERNAL AND EXTERNAL AUDIT 7.6 Remuneration of all members of the executive committee The total amount paid directly or indirectly by Ackermans & van Haaren or its subsidiaries in the form of individual compensation and other benefits to members of the executive committee in 2009 can be broken down as follows: Fixed remuneration € 1,987,231 Variable remuneration € 1,167,630 Group and hospitalisation insurance € 304,848 Benefits in kind (company car) € 16,629

7.7 Options granted in 2010 Expiration date: 88

4 January 2018

Exercise price:

€ 52.05

Luc Bertrand Jan Suykens Tom Bamelis Piet Bevernage Piet Dejonghe Werner Poot

16,000 5,500 4,000 4,000 4,000 2,000

Total

35,500

7.8 Main contractual conditions The contracts of the members of the executive committee contain the customary provisions regarding remuneration (both fixed and variable), non-competition and confidentiality, and are of indefinite duration. No contracts were signed after 1 July 2009. The chairman of the executive committee is entitled to unilaterally terminate his contract subject to 6 months’ notice while the company is entitled to do the same subject to 12 months’ notice.

CORPORATE GOVERNANCE STATEMENT

8.1 External audit The company’s statutory auditor is Ernst & Young Bedrijfsrevisoren BCV, represented by Patrick Rottiers and Christel Weymeersch. The statutory auditor conducts the external audit (of both consolidated and statutory figures) of Ackermans & van Haaren, and reports to the board of directors twice a year. The statutory auditor was appointed at the annual general meeting of 29 May 2007. Its mandate expires at the annual general meeting of shareholders in 2010. Pursuant to the fact that its mandate expires at the ordinary general meeting of 2010, the board of directors, following the advice of the audit committee, will propose to the ordinary general meeting of 25 May 2010 to reappoint Ernst & Young Bedrijfsrevisoren BCV as auditor. The statutory auditor’s annual fee for auditing the statutory and consolidated Ackermans & van Haaren annual accounts is 35,000 euros (excluding VAT). In addition, a fee of 18,210 euros (excluding VAT) was paid to Ernst & Young Tax Consultants CV for tax advice. The total cost of Ackermans & van Haaren and its fully consolidated subsidiaries paid in 2008 to Ernst & Young amounted to 504,669 euros (including the abovementioned 35,000 euros). 8.2 Internal audit The internal audit is conducted by the group controllers, who report to the chairman of the executive committee. At least once a year, the group controllers report directly to the audit committee.

9 SHAREHOLDER STRUCTURE AND CROSS SHAREHOLDINGS 9.1 Shareholder structure Scaldis Invest NV holds 11,054,000 shares in the capital of Ackermans & van Haaren, i.e. a stake of 33%. Scaldis Invest is in turn controlled by Belfimas, which holds 91.35% of the capital of Scaldis Invest. The ultimate control of Scaldis Invest is held by ‘Stichting Administratiekantoor Het Torentje’. 9.2 Kruisparticipaties Through its subsidiary Nationale Investeringsmaatschappij NV, Ackermans & van Haaren holds a stake of 2.87% of the share capital of Belfimas. Ackermans & van Haaren holds 328,932 of its own shares as at 31 December 2009. These shares were acquired between 2001 and 2009 with a view to covering the stock option plan. Its indirect subsidiary, Brinvest NV (99.9%), holds 51,300 shares in Ackermans & van Haaren. 9.3 Graphic representation The shareholders’ structure and cross shareholdings, as known on 31 December 2009, are shown below:

Stichting Administratiekantoor “Het Torentje”

control

Belfimas NV

91.35%

2.87%

Scaldis Invest NV

33%

Ackermans & van Haaren NV

9.4 Reference shareholder Belfimas is the (indirect) reference shareholder of Ackermans & van Haaren. Belfimas’ sole purpose is to invest, directly or indirectly, in Ackermans & van Haaren shares. Any transfer of securities issued by Belfimas is subject to a statutory right of approval of the Belfimas board of directors. Two of Ackermans & van Haaren’s directors (Luc Bertrand and Alain Dieryck) are members of the Belfimas board of directors. The board of directors is not aware of any agreements between Ackermans & van Haaren shareholders.

10 COMPLY OR EXPLAIN In 2009, the Charter of Ackermans & van Haaren does not comply with the recommendations of the Code only on a limited number of elements: 10.1 Composition of the audit committee According to recommendation 5.2./4 in Appendix C to the Code, at least the majority of the audit committee members must be independent, while according to Article 526bis of the Companies Code at least one member of the audit committee must be an independent director. Although the composition of the audit committee remained unchanged, as of the annual meeting of 2009 the audit committee counts only one independent director among its members. This is due to the fact that Frederic van Haaren no longer qualifies as an independent director. If the proposal to appoint Thierry van Baren as independent director is approved at the annual meeting of 2010, the audit committee will again count a majority of independent directors under its members. 10.2 Composition of the nomination committee Further to recommendation 5.3./1, Appendix D of the Code, the majority of the members of the nomination committee should be independent nonexecutive directors. The Ackermans & van Haaren nomination committee consists of all members of the board of directors. Since only 3 members of the board of directors are independent (out of a total of 8), the Charter derogates from the Code in that regard. The board of directors is of the opinion that in its entirety it is better able to evaluate its size, composition and succession planning.

99.99%

NIM NV

ANNUAL REPORT 2009

89

10.3 Prior approval of the stock option plan by the general meeting

10.4 Submission of proposals to the general meeting

Further to recommendation 7.13 of the Code, any system used to remunerate members of executive management in the form of stock options should be approved on beforehand by the shareholders via a resolution of the annual general meeting. This approval must relate to the plan itself, but need not relate to the individual granting of sharerelated remuneration under the plan. Ackermans & van Haaren introduced a stock option plan in 1999 (this is before the adoption of the Code). The outlines of this plan were explained at the annual general meeting of 1999. All options are still granted on the basis of the 1999 stock option plan. Given the fact that the board of directors has not approved a new stock option plan since, the board is of the opinion that there is no need to submit the existing plan again to the general meeting for approval.

Further to recommendation 8.9 of the Code, the minimum share percentage a shareholder is required to possess in order to be able to submit proposals to the general meeting should not exceed 5% of the capital. This recommendation was not adopted in the Charter of the company.

90

CORPORATE GOVERNANCE STATEMENT

The board of directors is, however, aware of the fact that the Belgian legislator, pursuant to the European Directive 2007/36/EG of 11 July 2007 regarding the execution of certain rights of shareholders in listed companies, may impose the 5% limit.

❛Patronage For many years now, Ackermans & van Haaren supports certain projects of a scientific and socio-cultural nature with a link to the Antwerp region, where possible. An effort has always been made to establish a lasting relationship with the partners, it being understood that this relationship is periodically being re-assessed.

In 2009, Ackermans & van Haaren supported, among others, the following projects in a total amount of approximately 165,000 euros:

CULTURAL • Royal Museum of Fine Arts in Antwerp (www.kmska.be) • Foundation Boghossian (Villa Empain) (www.villaempain.com) SCIENTIFIC • The Belgian Parkinson Foundation (www.belgianparkinsonfoundation.eu) • de Duve Institute (www.deduveinstitute.be) • Insead Innovator Prize (www.insead.edu) • Institute of Tropical Medicine (www.itg.be) • Vlerick Leuven Gent Management School: Chair “Doing Business in Europe” (www.vlerick.be)

INSTITUTE OF TROPICAL MEDICINE

SOCIAL • Anautica (www.anautica.be) • Fondation Willem-Jan Berbers – Mumbai 2008 • Doctors of the World (www.doktersvandewereld.be) • Community of Sant’ Egidio (www.santegidio.be) • Hoger Wal (through Koning Boudewijnstichting) (youth assistance) (www.hogerwal.be) • Olivaint Conference of Belgium (www.olivaint.be) • SOS Children’s Villages (www.sos-kinderdorpen.be)

VILLA EMPAIN

ANNUAL REPORT 2009

91

❛General information

regarding the company and the capital

GENERAL INFORMATION REGARDING THE COMPANY REGISTERED OFFICE Begijnenvest 113, 2000 Antwerp, Belgium VAT BE 0404.616.494 Register of legal persons Antwerp INCORPORATION DATE, LAST AMENDED BYLAWS The company was incorporated on 30 December 1924 by notarial deed, published in full in the Annexes to the Belgian Official Gazette of 15 January 1925 under number 566. The by-laws have been modified several times and for the last time by notarial deed of 9 March 2009, published by excerpt in the Annexes to the Belgian Official Gazette of 2 April 2009, under number 09048153.

92

DURATION OF THE COMPANY Indefinite LEGAL FORM, APPLICABLE LAW Limited liability company under Belgian law, making or having made a public offering of securities within the meaning of article 438 of the Company Code. STATUTORY PURPOSE The statutory purpose of the company includes the following: (a) the project study, supervision and management of all kinds of public and private works, mainly in the field of construction in general, as well as the organization and administration of all companies or businesses and assistance to them in all forms; (b) the contracting of all sea- and land based public or private works in the area of construction and, in particular, all kinds of sea- and river-based works, major irrigation activities and the canalization of waterways, major dewatering and pumping works, dredging, drilling, sounding, wellsinking, drainage, the building of permanent structures, digging, and the general contracting of construction works, as well as the re-floating of boats and ships;

GENERAL INFORMATION REGARDING THE COMPANY AND THE CAPITAL

(c) sea- and land-based prospecting for industrial extraction, mainly of crude oil or natural gas, as well as mineral products in general; (d) the operation, production, processing, distribution, purchase, sale and transport of all products derived from industrial extraction; (e) the acquisition, operation, development and transfer of land, real estate and any property entitlement; (f) the acquisition, the operation and the realization, in any form whatever, of intellectual property rights, licenses and concessions; (g) the acquisition of a participation, by way of subscription, contribution, merger, cooperation, financial intervention or in any other way, in any company, enterprise, operation or association in Belgium or abroad, already existing or still to be incorporated; (h) the management, development and realization of these participations; (i) involvement, directly or indirectly, in the management, control or dissolution of any company, enterprise, business or association in which it has a participation; (j) providing assistance to the board of directors or to management or support in all possible management matters of companies, businesses or associations in which it has a participation, and in general, performing all acts constituting entirely or partially, directly or indirectly, holding activities. The company may carry out all civil, commercial, industrial and financial activities as well as activities relating to real and movable property that are linked, directly or indirectly, to its statutory purpose or that may enhance the realization thereof. The company may provide securities or guarantee in favor of companies, enterprises, businesses or associations in which it has a participation, act as representative or agent, provide advances, credit facilities and mortgages or other securities. The company’s activities may be carried out both abroad and in Belgium.

CONSULTATION OF DOCUMENTS REGARDING THE COMPANY The statutory and consolidated annual accounts of the company are deposited with the National Bank of Belgium. A coordinated version of the company bylaws can be consulted with the clerk of the Commercial Court of Antwerp. The annual financial report is sent to the registered shareholders and to anyone who so requests. The coordinated version of the company bylaws and the annual financial report are also available on the company’s website (www.avh.be).

GENERAL INFORMATION REGARDING THE COMPANY’S CAPITAL SUBSCRIBED CAPITAL The subscribed capital is 2,295,277.90 euros. The capital is fully paid-up and is represented by 33,496,904 shares without nominal value. CAPITAL INCREASES The most recent capital increase was decided upon on 11 October 1999, as part of the merger through acquisition of Belcofi NV by AvH NV. AUTHORIZED CAPITAL In the events set out in the special report approved by the extraordinary general meeting of 9 March 2009, the board of directors is authorized to increase the company’s capital during a period of five years as of 2 April 2009, once or several times, in a maximum amount of 500,000 euros. The board of directors can also make use of the authorized capital, in case of a public take-over bid on securities issued by the company, in accordance with the provisions and within the limits of article 607 of the Company Code. The board of directors is allowed to use this authorization in case the notification of a public takeover bid by the Banking, Finance and Insurance Commission to the company is given not later than three years as from 9 March 2009. The capital increases decided upon pursuant to these authorizations may be completed in accordance with the terms and conditions as shall be determined by the board of directors, such as, amongst others, by way of a contribution in cash or, subject to applicable law, by way of a contribution in kind, or by means of the conversion of disposable or non-disposable reserves and issue premiums, with or without the issuance of new shares or through the issuance of subordinated or non-subordinated convertible bonds, as well as through the issuance of warrants or other securities, whether or not attached to other securities issued by the company, the board being entitled to decide whether or not the new securities shall remain registered and are not convertible into bearer securities.

The authorizations can be renewed in accordance with the relevant legal provisions. The board of directors may, in the interest of the company, at the occasion of a capital increase or issuance of convertible bonds or bonds to which warrants may or may not be attached or, subject to legal restrictions, of warrants carried out within the restrictions of the authorized capital, restrict or cancel the shareholders’ preferential right, including for the benefit of one or more well-defined parties or members of the company’s personnel or of its subsidiaries. NATURE OF THE SHARES The fully paid shares as well as other securities of the company may exist as registered, bearer or dematerialized securities. Each holder may, at any time and at his own expenses, request the conversion of its paid in securities into another form, within the limits of the law and without prejudice to the provisions of the third paragraph of article 9 of the by-laws. As from 1 January 2008, the company may no longer issue bearer shares and registered shares can no longer be converted into bearer shares. As from 1 January 2008, bearer shares booked on a securities account are automatically converted into dematerialized shares. As from 1 January 2008, bearer shares which are not yet booked on a securities account, are automatically converted into dematerialized shares as soon as they are booked on a securities account. The securities are indivisible vis-à-vis the company which can suspend the rights of any share regarding which disputes would arise as to the ownership, usufruct or naked ownership. In case of usufruct, the naked owner of the share shall be represented vis-à-vis the company by the holder of the right of usufruct, unless the parties decide otherwise.

ANNUAL REPORT 2009

93

❛Risk factors This section describes, in general terms, the risks Ackermans & van Haaren NV (“AvH”) is confronted with an international investment company, and the operational and financial risks associated with the different segments in which it is active (directly or through its participations). The executive committee of AvH is responsible for the preparation of a framework for internal audit and risk management, which is submitted for approval to the board of directors. The board of directors is empowered to assess the implementation of this framework, taking into account the assessment carried out by the audit committee. At least once a year the audit committee evaluates the internal audit systems which the management has set up in order to ascertain that the main risks have been properly identified, reported and managed. 94

The subsidiaries of AvH are responsible for the management of their own operational and financial risks. Those risks, which vary according to the sector, are not managed by AvH at central level. The management teams of the subsidiaries in question report on their risk management to their board of directors or audit committee.

RISKS AT THE LEVEL OF ACKERMANS & VAN HAAREN Strategic risk The objective of AvH is to create shareholder value by long-term investment in a limited number of strategic participations. The availability of opportunities for investment and divestment, however, is subject to macroeconomic, political, social and market conditions. The achievement of the objective can be adversely affected by difficulties encountered in identifying or financing transactions or in the acquisition, integration or sale of participations.

RISK FACTORS

The definition and implementation of the strategy of the participations is also dependent on this macroeconomic, political, social and market context. By focusing as a proactive shareholder on longterm value creation and on the maintenance of operational and financial discipline, AvH endeavours to limit those risks as much as possible. In several participations, AvH works together with partners. In certain participations, AvH holds a minority stake. The reduced control which may result from that situation could lead to relatively greater risks; however, this is counterbalanced by a closer cooperation with and an active representation on the board of directors of the companies concerned. Risk related to the stock market listing As a result of the listing on Euronext Brussels, AvH is subject to a whole series of regulations regarding information requirements, transparency reporting, public acquisition bids, corporate governance and insider trading. AvH ensures that it keeps up and complies with the constantly changing laws and regulations in this area. The volatility of the financial markets has an impact on the value of the AvH share (and of some of its listed participations). As mentioned earlier, AvH seeks to systematically create long-term shareholder value. Short-term share price fluctuations and the speculation associated with this can produce a momentarily different risk profile. Liquidity risk AvH has sufficient resources at its disposal to implement its strategy and has no net financial debts. The subsidiaries are responsible for their own debt financing, it being understood that, in principle, AvH does not extend credit lines or securities to or for the benefit of its participations.

The financial debts of “AvH and subholdings” virtually correspond to the treasury bonds issued by AvH (commercial paper programme). AvH has confirmed credit lines from different banks with which it works on a long-term basis, and which amply exceed the outstanding commercial paper obligations. The board of directors believes that the liquidity risk is fairly limited.

RISKS AT THE LEVEL OF THE PARTICIPATIONS Contracting, dredging & concessions The operational risks of this segment are primarily linked to the execution of often complex projects and include, among other things: the technical design of the projects and the integration of new technologies; the price setting for tenders and, in case of deviation, the possibility or impossibility of hedging against extra costs and price increases; performance obligations (in terms of cost, conformity, quality, turnaround time) with the direct and indirect consequences associated therewith, and the timeframe between quotation and actual execution. In order to cope with those risks, the different group companies work with qualified and experienced staff. In principle, AvH is only involved in the selection of the top management of the DEME group rather than in the management of the operational risks mentioned above. The contracting and dredging sector is typically subject to economic fluctuations. The market of large traditional infrastructural dredging works is subject to strong cyclical variations on both the domestic and international markets. The investment policy of customers such as the manufacturing industry and local and national authorities is influenced by those fluctuations.

futures. Certain commodities or raw materials, such as fuel, are hedged as well. Given the size of the contracts in this segment, the credit risk is also being closely monitored. For large foreign contracts, for instance, DEME regularly calls on the services of the Office National du Ducroire/ Nationale Delcrederedienst (ONDD - Belgium’s national delcredere office) insofar as the country concerned qualifies for this service and the risk can be covered by credit insurance. For large-scale infrastructural dredging contracts, DEME is dependent on the ability of customers to obtain financing and can, if necessary, organize the project financing. Van Laere bills and is paid as the works progress. As far as NMP is concerned, the risk of discontinuity of income is estimated to be fairly limited, since it has long-term transport contracts with large national and international petrochemical firms. The liquidity risk is limited by spreading the financing over several banks and by consolidating this financing to a significant extent over the long term. DEME continuously monitors its balance sheet structure and pursues a balance between a consolidated and shareholders’ equity position and consolidated net debts. DEME has major credit and guarantee commitments with a whole string of international banks. In addition, it has a commercial paper programme to cover short-term financial needs. DEME predominantly invests in equipment with a long life cycle which is written off over several years. For that reason, DEME seeks to structure a substantial part of its debts at long term.

DEME is to a significant degree active outside the euro zone. Consequently, it runs not only a currency exchange risk, but in some cases also a political risk. DEME hedges against exchange rate fluctuations or concludes foreign currency

ANNUAL REPORT 2009

95

Real estate and related services The operational risks in the real estate sector can be classified according to the different stages in the process. A first crucial element is the quality of the offering of the right buildings and services. In addition, long-term lease contracts with solvent tenants are expected to guarantee the highest possible occupancy rate of both buildings and services and a recurrent flow of income, and should limit the risk of non-payment. Finally, the renovation and maintenance risk is also continuously monitored. The real estate development activity is subject to strong cyclical fluctuations, called the cyclical risk. Development activities for office buildings tend to follow the conventional economic cycle, whereas residential activities respond more directly to the economic situation, consumer confidence and interest rate levels. Extensa Group is active in Belgium and Luxembourg (where the main focus of its activity lies) as well as in Turkey, Romania and Slovakia, and is therefore subject to the local market situation. However, the spread of its real estate operations over different segments (e.g. residential, logistics, offices, retail) limits this risk.

96

The exchange rate risk is very limited because most operations are situated in Belgium and Luxembourg, with the exception of Extensa’s operations in Turkey (risk linked to the USD and the Turkish lira) and in Romania (risk linked to the RON). Leasinvest Real Estate and Extensa Group possess the necessary long-term credit facilities and backup lines for their commercial paper programme to cover present and future investment needs. Those credit facilities and backup lines serve to hedge the financing risk. The liquidity risk is limited by having the financing spread over several banks and by diversifying the expiration dates of the credit facilities at the long term. The hedging policy for the real estate operations is aimed at confining the interest rate risk as much as possible. To this end, various financial instruments such as spot & forward interest rate collars, interest rate swaps and CAPs are employed. Financial services The credit risk and risk profile of the investment portfolio held by Bank Delen and by Bank J.Van Breda & C° has for many years now been deliberately kept very low. The banks invest in a conservative manner and mainly in government bonds. In the case of Bank Delen, lending to customers is limited and is hedged by pledges on securities. The credit portfolio of Bank J.Van Breda & C° is

RISK FACTORS

very widely spread among a client base of local entrepreneurs and liberal professionals, and credit is granted to this target group of clients only. The bank applies concentration limits per sector and maximum credit amounts per client. Bank J.Van Breda & C° adopts a cautious policy with regard to interest rate risk, well within the standards set by the Banking, Finance and Insurance Commission. Where the terms of assets and liabilities do not match sufficiently, the bank deploys hedging instruments (a combination of interest rate swaps and options) to correct the balance. The interest rate risk at Bank Delen is limited due to the fact that it primarily focuses on asset management, with very limited lending and without taking positions. The exchange rate risk only applies to Bank Delen, which systematically monitors the foreign currency positions and hedges them on the spot market. The main position is the stake in the Swiss subsidiary. The liquidity and solvency risk of the banks is continuously monitored by a proactive risk management. Furthermore, the two groups have more than sufficient liquid assets to meet their commitments, as well as pure and sound Core Tier 1 equity ratios. Both banks are adequately protected against business risk or income volatility risk. The operating charges of Bank Delen are amply covered by the regular income, while in the case of Bank J.Van Breda & C° the income from relationship banking is highly diversified in terms of clients as well as of products. Private equity AvH provides venture capital to a limited number of companies with international growth potential. The investment horizon is on average longer than that of the traditional players on the private equity market. The investments are usually made with highly conservative debt ratios, with in principle no advances or securities being granted to or for the benefit of the group companies concerned. In addition, the diversified nature of these investments contributes to a balanced spread of the economic and financial risks. As a rule, AvH will finance the investments with own funds.

The economic situation has a direct impact on the results of the group’s companies, particularly in the case of the more cyclical or consumer-driven companies. The fact that the activities of the group companies are spread over different segments affords a partial protection against the risk. Each group company is subject to specific operational risks such as price fluctuations of services and raw materials, the ability to adjust sale prices, competitive risks, etc. The companies monitor those risks themselves and try to limit them by operational and financial discipline and by strategic focus. Monitoring and control by AvH as a proactive shareholder also plays an important part in that respect. Several of the group’s companies (e.g. Hertel, Manuchar) are to a significant extent active outside the euro zone. The exchange rate risk in each of these cases is being monitored and controlled by the group company itself.

Energy and materials The focus of the fifth segment is on businesses in growth markets, such as India, Indonesia, Brazil and Poland. Since the companies concerned are to a great extent active outside the euro zone (Sagar Cements and Oriental Quarries & Mines in India, Sipef in Indonesia and Papua-New Guinea among others, Alcofina in Brazil), the currency exchange risk (on the balance sheet and in the income statement) is more relevant here than in the other segments. The risk of fluctuations in the local economic and political situation must be taken into account as well. Finally, the group is in this segment also exposed to fluctuations in raw material prices (e.g. Sipef: palm oil, rubber and tea; Alcofina: bioethanol and sugar; Sagar Cements: cement).

97

ANNUAL REPORT 2009

❛Financial statements

98

FINANCIAL STATEMENTS

❛Contents 100 CONSOLIDATED ANNUAL ACCOUNTS 100 Income statement 101 Statement of comprehensive income 102 Balance sheet 104 Cash flow statement 105 Statement of changes in equity Notes to the financial statements 106

1. Valuation rules

110

2. Subsidiaries and jointly controlled subsidiaries

114

3. Associated participating interests

115

4. Business combinations

116

5. Segment information

126

6. Intangible assets

126

7. Goodwill

127

8. Tangible assets

128 129

9. Investment property at fair value 99

10. Participations accounted for using the equity method

130

11. Financial assets

136

12. Banks - receivables from credit institutions and clients

137

13. Inventories and construction contracts

137

14. Lease

138

15. Provisions

138

16. Financial debts

139

17. Banks - debts to credit institutions, clients & securities

140

18. Financial instruments

142

19. Taxes

143

20. Share based payment

144

21. Rights and commitments not reflected in the balance sheet

144

22. Employment

145

23. Pension liabilities

145

24. Discontinued operations

146

25. Related parties

147

26. Earnings per share

148

27. Proposed and distributed dividends

149 Statutory auditor’s report 150 STATUTORY ANNUAL ACCOUNTS

The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards and IFRIC interpretations effective on 31 December 2009, as approved by the European Commission.

ANNUAL REPORT 2009

Income statement (by nature) (5 1,000)

Note

2009

2008

393,961 18,841 10,789 44,250 118,432 23,024 163,769 14,857

409,956 15,328 10,521 54,461 143,755 24,409 145,374 16,108

363,971 16,655 9,564 45,802 118,078 24,286 136,847 12,740

10,300 3,587 6,339 184 189

18,229 3,613 14,401

15,960 1,902 13,942

214

116

-352,467 -125,198 -1,807 -73,184 -66,008 -8,206 -7,210 -70,261 -593

-412,180 -97,971 -11,157 -107,450 -61,714 -7,146 -52,162 -75,796 1,217

-311,781 -103,805 41 -83,619 -59,885 -7,184 -9,368 -68,270 20,308

51,794

16,004

68,150

-25,990 -964 117 -17,464 -7,679

10,257 9,484 294 6,791 -6,312

56,225 45,248 -724 11,048 654

Profit (loss) on disposal of assets Realised gain (loss) on intangible and tangible assets Realised gain (loss) on investment property Realised gain (loss) on financial fixed assets Realised gain (loss) on other assets

26,094 1,527 15,166 2,938 6,463

39,724 106 -13 25,319 14,312

70,150 430 5,774 43,812 20,135

Finance income Interest income Other finance income

19,328 18,299 1,028

25,287 22,263 3,025

30,122 26,467 3,655

Finance costs (-) Interest expenses (-) Other finance costs (-)

-21,658 -14,747 -6,910

-24,288 -22,820 -1,468

-23,363 -20,372 -2,991

103,267

96,559

113,291

1,237

1,777

1,074

-604

-1,007

-132

153,468

164,314

315,518

-7,690 3,620 -11,310

-9,664 4,672 -14,336

-12,132 2,330 -14,462

145,778

154,650

303,386

Profit (loss) of the period

145,778

154,650

303,386

Minority interests Share of the group

28,328 117,450

40,092 114,558

61,996 241,390

3.54 3.54

3.45 3.45

7.27 7.27

3.54 3.54

3.44 3.44

7.24 7.24

Revenue Rendering of services Lease revenue Real estate revenue Interest income - banking activities Commissions receivable - banking activities Revenue from construction contracts Other operating revenue Other operating income Interest on financial fixed assets - receivables Dividends Government grants Other operating income Operating expenses (-) Raw materials and consumables used (-) Changes in inventories of finished goods, raw materials & consumables (-) Interest expenses Bank J.Van Breda & C° (-) Employee expenses (-) Depreciation (-) Impairment losses (-) Other operating expenses (-) Provisions

13 22

Profit (loss) from operating activities Profit (loss) on assets/liabilities designated at fair value through profit and loss Private equity Financial assets held for trading Investment property Derivative financial instruments

100

Share of profit (loss) from equity accounted investments

11 18 9 18

10

Other non-operating income Other non-operating expenses (-) Profit (loss) before tax Income taxes Deferred taxes Current taxes

19

Profit (loss) after tax from continuing operations Profit (loss) after tax from discontinued operations

2007

24

EARNINGS PER SHARE (€) 1. Basic earnings per share 1.1. from continued and discontinued operations 1.2. from continued operations 2. Diluted earnings per share 2.1. from continued and discontinued operations 2.2. from continued operations

We refer to the segment information on pages 116-125 for more comments on the consolidated results.

FINANCIAL STATEMENTS

Statement of comprehensive income (5 1,000)

2009

2008

145,778 28,328 117,450

154,650 40,092 114,558

303,386 61,996 241,390

Other comprehensive income

10,108

-135,710

-51,606

Changes in revaluation reserve: financial assets available for sale Taxes

18,331 -2,673

-114,600 -5,464

-47,356 1,257

15,657

-120,064

-46,100

-5,517 1,531

-23,639 7,368

-257 234

-3,987

-16,271

-23

-1,562

624

-5,484

155,886 28,730 127,156

18,940 34,491 -15,551

251,781 61,214 190,567

Profit (loss) of the period Minority interests Share of the group

Changes in revaluation reserve: hedging reserves Taxes

Changes in revaluation reserve: translation differences Total comprehensive income Minority interests Share of the group

2007

101

ANNUAL REPORT 2009

Assets (5 1,000)

Note

I. NON-CURRENT ASSETS

2008

2007

3,600,643

3,353,800

3,070,902

Intangible assets

6

2,564

1,185

1,081

Goodwill

7

140,367

140,675

120,834

Tangible assets Land and buildings Plant, machinery and equipment Furniture and vehicles Other tangible assets Assets under construction and advance payments Operating lease - as lessor (IAS 17)

8

92,413 59,755 20,954 3,571 1,379 327 6,426

108,761 43,336 22,682 3,939 1,345 30,679 6,780

95,449 41,864 21,231 3,701 1,531 19,973 7,150

Investment property

9

554,867

551,048

462,948

Participations accounted for using the equity method

10

814,536

726,457

611,336

Financial fixed assets Private equity participations Available for sale financial fixed assets Receivables and warranties

11

395,566 320,805 22,363 52,398

391,963 321,741 22,048 48,174

405,461 344,692 20,088 40,681

Non-current hedging instruments

18

7,068

6,143

15,584

Amounts receivable after one year Finance lease receivables Other receivables

14

88,946 87,894 1,052

88,676 87,088 1,587

81,915 80,143 1,772

Deferred tax assets

19

9,815

11,119

8,118

Banks - receivables from credit institutions and clients after one year

12

1,494,502

1,327,775

1,268,177

1,721,374

1,865,798

1,817,052

II. CURRENT ASSETS 102

2009

Inventories

13

21,375

21,553

31,825

Amounts due from customers under construction contracts

13

10,685

9,250

7,554

Investments Available for sale financial assets Financial assets held for trading

11 18

576,519 569,957 6,562

530,924 519,918 11,006

613,169 612,208 961

Current hedging instruments

18

919

2,976

1,365

150,186 61,426 36,244 52,517

178,992 48,825 34,880 95,288

121,606 55,451 32,066 34,089

Amounts receivable within one year Trade debtors Finance lease receivables Other receivables

14

Current tax receivables

19

1,511

5,915

5,300

Banks - receivables from credit institutions and clients within one year

12

745,165

784,097

786,272

189,364 102,215 87,149

305,126 118,499 186,626

225,547 192,475 33,072

25,651

26,964

24,414

0

0

0

5,322,017

5,219,598

4,887,954

Cash and cash equivalents Time deposits for less than three months Cash Deferred charges and accrued income III. ASSETS HELD FOR SALE TOTAL ASSETS

FINANCIAL STATEMENTS

Equity and liabilities (5 1,000)

Note

2009

2008

2007

I. TOTAL EQUITY

2,020,873

1,926,109

1,997,428

Equity - group share

1,595,501

1,517,147

1,580,059

113,907 2,295 111,612

113,907 2,295 111,612

113,907 2,295 111,612

1,500,767

1,428,942

1,360,317

Revaluation reserves Financial assets available for sale Hedging reserves Translation differences

-1,858 19,824 -12,121 -9,561

-11,564 5,459 -9,040 -7,983

118,545 123,357 3,661 -8,472

Treasury shares (-)

-17,316

-14,138

-12,710

Minority interests

425,372

408,962

417,369

II. NON-CURRENT LIABILITIES

747,047

622,180

603,469

Issued capital Share capital Share premium Consolidated reserves

Provisions

15

6,925

5,315

6,795

Pension liabilities

23

1,819

1,614

1,821

Deferred tax liabilities

19

10,700

11,021

24,727

Financial debts Bank loans Subordinated loans Finance leases Other financial debts

16

333,367 258,784 74,296 16 271

303,472 225,894 68,988 31 8,559

188,200 114,306 73,849 45

Non-current hedging instruments

18

26,895

20,735

5,175

13,719

7,210

10,419

353,623

272,814

366,330

2,554,096

2,671,309

2,287,057

Other amounts payable after one year Banks - non-current debts to credit institutions, clients & securities

17

III. CURRENT LIABILITIES Provisions

15

0

0

165

Pension liabilities

23

92

87

75

Financial debts Bank loans Subordinated loans Finance leases Other financial debts

16

132,647 16,860 7,015 16 108,755

203,126 61,444 9,462 15 132,205

214,043 30,429 1,703 14 181,897

Current hedging instruments

18

1,563

2,162

821

Amounts due to customers under construction contracts

13

5,176

5,673

7,202

80,442 53,378 2,893 14,416 9,755

93,643 44,234 2,916 11,810 34,684

80,440 51,681 633 15,733 12,393

Other amounts payable within one year Trade payables Advances received on construction contracts Amounts payable regarding remuneration and social security Other amounts payable Current tax payables

19

6,254

9,853

6,225

Banks - current debts to credit institutions, clients & securities

17

2,289,449

2,313,763

1,944,161

38,474

43,002

33,925

IV. LIABILITIES HELD FOR SALE

0

0

0

TOTAL EQUITY AND LIABILITIES

5,322,017

5,219,598

4,887,954

Accrued charges and deferred income

ANNUAL REPORT 2009

103

Cash flow statement (indirect method) (5 1,000)

2009

2008

305,126

225,547

214,778

Profit (loss) from operating activities Dividends from participations accounted for using the equity method Other non-operating income (expenses) Income taxes

51,794 31,125 448 -7,690

16,004 18,207 573 -9,664

68,150 208,026 -71 -12,133

Non-cash adjustments Depreciation Impairment losses Share based payment (Decrease) increase of provisions (Decrease) increase of deferred taxes Other non-cash income (expenses)

8,206 7,422 753 893 -3,620 -886

7,146 52,202 535 -2,088 -4,672 -665

7,184 9,368 235 -18,499 -2,330 226

Cash flow

88,444

77,578

260,158

-35,024 -1,904 59,310 -129,911 -12,945 53,717 -3,292

161,259 6,196 -74,933 -61,545 10,679 276,086 4,775

-103,266 1,559 55,819 -141,466 -26,517 10,192 -2,853

CASH FLOW FROM OPERATING ACTIVITIES

53,419

238,837

156,891

Investments Acquisition of intangible and tangible assets Acquisition of investment property Acquisition of financial fixed assets New amounts receivable Acquisition of investments

-640,591 -6,142 -16,303 -42,820 -6,992 -568,334

-627,346 -22,916 -51,346 -127,792 -7,665 -417,628

-647,230 -14,499 -8,410 -354,212 -36,784 -233,326

Divestments Disposal of intangible and tangible assets Disposal of investment property Disposal of financial fixed assets Reimbursements of amounts receivable Disposal of investments

614,030 2,347 40,000 14,598 15,836 541,250

455,797 197 3,644 97,279 561 354,117

566,314 927 42,914 80,237 1,625 440,611

CASH FLOW FROM INVESTING ACTIVITIES

-26,561

-171,548

-80,916

Financial operations Interest received Interest paid Other financial income (costs) (Decrease) increase of treasury shares (Decrease) increase of financial debts Distribution of profits Dividends paid to minority interests

24,732 -14,577 -5,909 -3,210 -85,021 -46,078 -13,049

23,105 -21,786 756 -1,571 108,705 -46,124 -13,473

26,250 -17,676 -215 -3,262 -19,544 -38,210 -17,962

CASH FLOW FROM FINANCIAL ACTIVITIES

-143,112

49,612

-70,618

II. NET VARIATION IN CASH AND CASH EQUIVALENTS

-116,254

116,901

5,357

1,293 -801

-37,445 123

5,409 3

189,364

305,126

225,547

I. CASH AND CASH EQUIVALENTS, OPENING BALANCE

Decrease (increase) of working capital Decrease (increase) of inventories and construction contracts Decrease (increase) of amounts receivable Decrease (increase) of receivables from credit institutions and clients (banks) Increase (decrease) of liabilities (other than financial debts) Increase (decrease) of debts to credit institutions, clients & securities (banks) Decrease (increase) other

104

Change in consolidation scope or method Impact of exchange rate changes on cash and cash equivalents III. CASH AND CASH EQUIVALENTS - ENDING BALANCE A detailed cash flow statement per segment is presented on page 120.

FINANCIAL STATEMENTS

2007

Statement of changes in equity

-117,898

-12,701

490

TOTAL EQUITY

490

123,357

Minority interests

-12,701

1,360,317

Equity - group share

-117,898

113,907

Treasury shares

Translation differences -8,472

Financial assets available for sale

Hedging reserves

Profit Non-realised results Total of realised and unrealised results

3,661

Consolidated reserves

OPENING BALANCE, 1 JANUARY 2008

Revaluation reserves

Issued capital & share premium

(5 1,000)

-12,710

1,580,059

417,369

1,997,428

114,558 -130,109

40,092 -5,602

154,650 -135,710

0

-15,551

34,491

18,940

-46,124 -1,428

-13,473

-1,428

-59,597 -1,428

191

-29,425

-29,234

114,558 0

Distribution of dividends of the previous financial year Operations with treasury shares Other (a.o. changes in consol. scope / beneficial interest %)

114,558 -46,124 191

ENDING BALANCE, 31 DECEMBER 2008

113,907

1,428,942

5,459

-9,040

-7,983

-14,138

1,517,147

408,962

1,926,109

OPENING BALANCE, 1 JANUARY 2009

113,907

1,428,942

5,459

-9,040

-7,983

-14,138

1,517,147

408,962

1,926,109

14,365

-3,082

-1,578

117,450 9,706

28,328 402

145,778 10,108

14,365

-3,082

-1,578

0

127,156

28,730

155,886

-46,078 -3,178

-12,999

-3,178

-59,077 -3,178

454

679

1,133

1,595,501

425,372

2,020,873

Profit Non-realised results Total of realised and unrealised results

117,450 0

Distribution of dividends of the previous financial year Operations with treasury shares Other (a.o. changes in consol. scope / beneficial interest %) ENDING BALANCE, 31 DECEMBER 2009

117,450 -46,078 454

113,907

1,500,767

19,824

-12,121

-9,561

-17,316

GENERAL DATA REGARDING THE CAPITAL Issued capital The issued capital amounts to 2,295,277.90 euros. The capital is fully paid-up and is represented by 33,496,904 shares without nominal value. Capital Number of shares Number of VVPR strips

2009

2008

33,496,904 6,733,984

33,496,904 6,733,984

Treasury shares – opening balance Acquisition of treasury shares Disposal of treasury shares Treasury shares – ending balance

2009

2008

314,346 66,886 -1,000 380,232

292,852 22,994 -1,500 314,346

Authorized capital In the events set out in the special report approved by the extraordinary general meeting of March 9, 2009, the board of directors is authorized to increase the company’s capital during a period of five years as of April 2, 2009, at once or in several times, with a maximum amount of 500,000 euros. The board of directors can also make use of the authorized capital, in case of a public takeover bid on securities issued by the company, in accordance with the provisions and within the limits of article 607 of the Company Code. The board of directors is allowed to use this authorization if the notification of a public acquisition bid is given by the BFIC to the company no later than three years after March 9, 2009. Capital management AvH has a considerable cash reserve that is partially invested in short term deposits with renowned financial institutions with which it has a long term relationship, and partially in liquid shares and money market funds. Notwithstanding the fact that AvH disposes of a positive net cash position, it has short term financial debts in the form of commercial paper. The current programs allow AvH to issue commercial paper in an aggregate amount of 250 million euros. At the end of 2009, commercial paper was issued for only 14.3 million euros. AvH has confirmed credit lines, spread over different banks, which largely exceed this amount. As a general rule, AvH and subholdings do not make commitments or grant securities with respect to the liabilities of the operational group companies. Only in specific cases, exceptions are made to this rule.

ANNUAL REPORT 2009

105

Note 1: IFRS valuation rules STATEMENT OF COMPLIANCE The consolidated annual accounts are prepared in accordance with the International Financial Reporting Standards and IFRIC interpretations effective on 31 December 2009, as approved by the European Commission. The most important new or modified standards for AvH involve: • IFRS 8 Operating segments: this standard requires AvH to report on its operating segments and it replaces the need to determine primary (business) and secondary (geographical) reporting segments (see IAS 14 Segment reporting). Applying this standard will not have an impact on how AvH prepares its reporting because the segments per business unit already corresponded with the operating segments before the modification. • Revised IAS 1 Presentation of financial statements: pursuant to the revised IAS 1, AvH will report using a statement of comprehensive income. • Modification of IFRS 7 Financial Instruments: disclosures; requires additional reporting on financial instruments. • IFRS 3 Business Combinations and IAS 27 Consolidated and Separate Financial Statements, both revised in 2008, came into force in 2010. AvH had not opted for the early adoption of these standards. BASIS OF PRESENTATION The consolidated annual accounts have been prepared on a historical cost basis, except for financial instruments and assets which are measured at fair value.

106

PRINCIPLES OF CONSOLIDATION The consolidated annual accounts contain the financial details of AvH NV, its subsidiaries and jointly controlled companies, as well as the share of the group in the results of the associated companies. 1 Subsidiaries Subsidiaries are entities which are controlled by the group. Control exists when AvH has the power to steer the financial and operational management of a company in order to obtain benefit from its activities. The participating interests in subsidiaries are consolidated in full as from the date of acquisition until the end of the control. The financial statements of the subsidiaries have been prepared for the same reporting period as AvH and uniform IFRS valuation rules have been used. All intra-group transactions and unrealised intragroup profits and losses on transactions between group companies have been eliminated. Unrealised losses have been eliminated unless they concern an impairment. 2 Jointly controlled subsidiaries and associated participating interests Jointly controlled subsidiaries Companies which are controlled jointly (defined as those entities in which the group has joint control, among others via the shareholders’ percentage or contractual agreement with one or more entities of the joint venture) are included on the basis of the equity method as from the date of acquisition until the end of the control. Associated participating interests Associated participating interests in which the group has a considerable and significant influence, more specifically companies in which AvH has the power to participate (not control) the financial and operational management decisions of the participation, are included in accordance with the equity method, as from the date of acquisition until the end of the control.

FINANCIAL STATEMENTS

The equity method According to the equity method, the participating interests are initially recorded at cost and the carrying amount is subsequently modified to include the share of the group in the profit or loss of the participating interest, as from the date of purchase. The financial statements of these companies are prepared for the same reporting period as AvH and uniform IFRS valuation rules are applied. Unrealised intragroup profits and losses on transactions are eliminated to the extent of the interest in the company. 3 Private equity participations of Sofinim The jointly controlled subsidiaries and the associated participating interests in the venture capitalist Sofinim are measured pursuant to IAS 31, § 1 and IAS 28, § 1, at fair value in accordance with IAS 39. They are presented in the balance sheet as “private equity participations” whereby the changes in fair value are included in the result of the period when occurred. Valuation techniques Financial assets measured at fair value through profit or loss are equity instruments that belong to the investment portfolio of Sofinim, including the jointly controlled subsidiaries and the associated participating interests. At the moment of acquisition, the fair value equals the acquisition price as such price has been agreed in a third party transaction. Subsequently, the fair value is adjusted in accordance with the results of the entity concerned. For listed equity instruments, the fair value equals in principle the stock price, except when such stock price is deemed not to be representative in light of the size of the participation and the market liquidity of the equity instrument. Should this be the case, the valuation described before is taken into account. Realised profits and losses on these investments are calculated as the difference between the selling price and the carrying amount of the investment at the time of the sale. All buying and selling of financial assets in accordance with standard market conventions are recorded on transaction date, i.e. the date when the group agreed to the purchase. INTANGIBLE FIXED ASSETS Intangible fixed assets with a finite useful life are stated at cost, less accumulated amortisation and any accumulated impairment losses. Intangible fixed assets are amortised on a straight-line basis over the useful economic life. The useful economic life is stated per annum and this is also the case for any residual value. The residual value is assumed to be zero. Intangible fixed assets with indefinite useful life, stated at cost, are not amortised but are subject to an impairment test on an annual basis and whenever indications of a possible impairment occur. Costs for starting up new activities are included in the profit or loss at the time they occur. Research expenses are taken into profit or loss in the period in which they arise. Development expenses that meet the severe recognition criteria of IAS 38 are capitalised and amortised over the useful life. GOODWILL Goodwill is the positive difference between the cost of the business combination and the share of the group in the fair value of the acquired assets, the acquired liabilities and contingent liabilities of the subsidiary, jointly controlled subsidiary or associated participating interests at the time of the acquisition. Goodwill is not amortised but is subject to an annual impairment test and whenever indications of a possible impairment have occurred.

TANGIBLE FIXED ASSETS Tangible fixed assets are carried at cost or production cost less accumulated amortisations and any impairments. Tangible fixed assets are amortised on a straight-line basis over the useful economic life. The useful life is reviewed on a yearly basis and this is also the case for any residual value. Repair and maintenance expenses for tangible assets are recognised as an expense in the period in which they occur, unless they result in an increase of the future economic benefit of the respective tangible fixed assets, which justifies their capitalisation. Assets under construction are amortised as from the time they are taken into use. Government grants are recorded as deferred income and taken into profit as income over the useful life of the asset following a systematic and rational basis. IMPAIRMENT OF FIXED ASSETS On each closing date, the group verifies whether there are indications that an asset is subject to an impairment. In the event that such indications are present, an estimation is made of the recoverable amount. When the carrying amount of an asset is higher than the recoverable amount, an impairment is recorded in order to bring the carrying amount of the asset back to the recoverable amount. The recoverable amount of an asset is defined as the higher of the fair value minus costs to sell (assuming a voluntary sale) and the value in use (based upon the net present value of the estimated future cash flows). Any resulting impairments are charged to the profit and loss account. Previously recorded impairments, except on goodwill and available for sale financial assets, are reversed through the profit and loss account when they are no longer valid. LEASING AND RELATED RIGHTS - INVESTMENT PROPERTY 1 The group’s company is lessee Finance lease (group’s company carries all substantial risks and rewards of ownership) At the start of the lease period, the assets and liabilities are recognised at fair value of the leased asset or if lower, the net present value of the minimum lease payments, as determined at the time of the beginning of the lease. The discount rate used for the calculation of the net present value of the minimum lease payments is the interest rate implied in the lease agreement, insofar as this rate can be determined. In the other case, the marginal interest rate of the lessee is to be used. Operating lease (substantial risks and rewards remain with the lessor) The lease payments are recognised at cost on a straight-line basis over the lease period, unless a different systematic basis better represents the time pattern of the rewards for the user. 2 The group’s company is acting as lessor Finance lease The finance lease contracts are recorded in the balance sheet under the long and short-term receivables at the present value of the future lease payments and the residual value, irrespective of whether the residual value is guaranteed. The accrued interests are recognised in the income statement, calculated at the interest rate implied in the lease. Acquisition costs related to lease contracts and allocatable to the contract are recorded in the income statement across the term of the contract. Acquisition costs which cannot be allocated to a contract (super commission, certain campaigns) are immediately recorded in the income statement.

A distinction is made between operating leases which, in accordance with IAS 17, are measured at cost, and operating leases which are considered as investment property and which, in accordance with IAS 40.33 are measured at fair value by which means the changes in fair value are recorded in the profit and loss account. The difference between both types depends on the calculation method of the option. If the call option takes into account the market value, the contract will be qualified as a property investment. In all other cases, these contracts are considered as operating leases in accordance with IAS 17. 3 Investment property – leased buildings and project development These investments cover buildings which are ready to be leased (operative real estate investments) as well as buildings under construction or being developed for future use as operative real estate investments (project development). Investment property is measured at fair value through profit or loss. On a yearly basis, the fair value of the leased buildings is determined upon valuation reports. FINANCIAL INSTRUMENTS 1 Available-for-sale financial assets Available-for-sale shares and securities are measured at fair value. Changes in fair value are reported in equity until the sale or impairment of the investments, in which case the cumulative revaluation is recorded in the income statement. When the fair value of a financial asset cannot be defined reliably, it is valued at cost. When a decline in the fair value of an available-for-sale financial asset had been recognised directly in equity and there is objective evidence that the asset is impaired, the cumulative losses that had been recognised directly in equity are recorded in the profit and loss account. 2 Financial assets designated at fair value through profit or loss Changes in fair value of ‘financial assets designated at fair value through profit or loss’, in particular ‘private equity participating interests’, are recorded in the profit and loss account. 3 Derivative financial instruments The operational subsidiaries belonging to the Ackermans & van Haaren group are each responsible for their risk management, such as exchange risk, interest risk, credit risk, commodity risk, etc. The risks vary according to the particular business where the subsidiaries are active and therefore they are not managed centrally at group level. The respective executive committees report to their board of directors or audit committee regarding their hedging policy. At the level of Ackermans & van Haaren NV and subholdings, the (mainly) interest risks are however managed centrally by the AvH Coordination Centre. Derivative instruments are initially valued at cost. Subsequently, these instruments are recorded in the balance sheet at their fair value; the changes in fair value are reported in the income statement unless these instruments are part of hedging transactions. Cash flow hedges The value fluctuations of a derivative financial instrument that complies with the strict conditions for recognition as a cash flow hedge are recorded in equity for the effective part. The ineffective part is recorded directly in the profit and loss account. The hedging results are recorded out of equity into the profit and loss account at the moment the hedged transaction influences the result.

Operating lease The operating leases concern leases which do not qualify as a finance lease.

ANNUAL REPORT 2009

107

Fair value hedges Changes in fair value of a derivative instrument that is formally allocated to hedge the changes of fair value of recorded assets and liabilities, are recognized in the profit and loss account together with the profits and losses caused by the fair value revaluation of the hedged component. The value fluctuations of derivative financial instruments, which do not meet the criteria for fair value hedge or cash flow hedge are recorded directly in the profit and loss account. 4 Interest-bearing debts and receivables Financial debts and receivables are valued at amortised cost using the effective interest method. 5 Trade receivables and other receivables Trade receivables and other receivables are valued at nominal value, less any impairments for uncollectible receivables. 6 Cash and cash equivalents Cash and cash equivalents consist of cash and short-term investments and are recorded on the balance sheet at nominal value.

108

INVENTORIES / CONSTRUCTION CONTRACTS Inventories are valued at cost (purchase or production cost) according to the FIFO method (first in, first out) or at net realisable value when this is lower. The production cost comprises all direct and indirect costs incurred in bringing the inventories to their completion at balance sheet date and this corresponds with the estimated sales prices in normal circumstances, minus the handling, marketing and distribution costs (net realizable value). Construction contracts are valued according to the Percentage of Completion method whereby the result is recognised in accordance with progress of the works. Expected losses are immediately recognised as an expense. CAPITAL AND RESERVES Costs which are related to a capital transaction are deducted from the capital. The purchase of treasury shares is deducted from equity at purchase price. Subsequent sale or cancellation at a later date does not affect the result; profits and losses with regard to treasury shares are recorded directly in equity. TRANSLATION DIFFERENCES Statutory accounts Transactions in foreign currency are recorded at the exchange rate on the date of the transaction. Positive and negative unrealised translation differences, resulting from the calculation of monetary assets and liabilities at closing rate on balance sheet date, are recorded as income or cost respectively in the profit and loss account. Consolidated accounts Based upon the closing rate method, assets and liabilities of the consolidated subsidiary are converted at closing rate, while the income statement is converted at the average rate of the period, which results in translation differences included in the consolidated equity. PROVISIONS A provision is recognised if a company belonging to the group has a (legal or indirect) obligation as a result of a past event, and it is probable that the settlement of this obligation will require an outflow and the amount of this obligation can be determined in a reliable manner. In the event that the difference between the nominal and discounted value is significant, a provision is recorded for the amount of the discounted value of the estimated expenses. The resulting increase

FINANCIAL STATEMENTS

of the provision in proportion to the time is recorded as an interest charge. Restructuring Provisions for restructuring costs are only recognised when the group already has a detailed and approved restructuring plan and the planned restructuring has already started or been announced to the relevant staff members. No provisions are made for costs relating to the normal activities of the group. Guarantees A provision is made for warranty obligations relating to delivered products, services and contracts, based upon statistical data from the past. CONTINGENT ASSETS AND LIABILITIES Contingent assets and liabilities are mentioned in the notes if their impact is important. TAXES Taxes are composed of current and deferred taxes. Both types of taxes are recorded in the profit and loss accounts except when they relate to components being part of the equity and therefore allocated to the equity. Deferred taxes are based upon the balance sheet method applied on temporary differences between the carrying amount of the assets and liabilities of the balance sheet and their tax base. The main temporary differences consist of different amortisation percentages of tangible fixed assets, provisions for pensions and carry-forward tax losses. Deferred tax liabilities are recognised for all taxable temporary differences: • except when the deferred tax liability arises from the original recognition of goodwill or the initial recording of assets and liabilities in a transaction that is not a business combination and that at the time of the transaction has no impact on the taxable profit. • except with regard to investments in subsidiaries, joint and associated companies, where the group is able to control the date when the temporary difference will be reversed, and it is not likely that the temporary difference will be reversed in the foreseeable future. Deferred tax assets are recorded for all deductible temporary differences and on carry-forward tax credits and tax losses that can be recovered, to the extent that it is probable that there will be taxable profits in the near future in order to be able to enjoy the tax benefit. The carrying amount of the deferred tax assets is verified on every balance sheet date and impaired to the extent that it is no longer probable that sufficient taxable profit will be available to credit all or part of the deferred taxes. Deferred tax assets and liabilities are determined using the tax rates that are expected to apply for the years when these temporary differences will be realised or settled, based on tax percentages which are enacted or confirmed on the balance sheet date. EMPLOYEE BENEFITS Employee benefits consist of short-term employee benefits, postemployment benefits, other long-term employee benefits, redundancy pay and rewards in equity instruments. The post-employment benefits include the pension plans, life insurance policies and insurance policies for medical assistance. Pension plans with fixed contribution or defined benefit plans are provided through separate funds or insurance plans. In addition, employee benefits consisting of equity instruments also exist.

Pension plans Defined Contribution Plans The defined contribution is charged to the profit and loss account of the year to which it relates. Defined Benefits Plans The defined benefit liability at balance sheet date is calculated on the basis of the present value of the pension obligations, plus (minus) the unrecognized actuarial gains (losses) and after deduction of the fair value of the pension plan assets as well as the costs for services performed in the past which have not been recorded yet. In the event that this calculation results in a positive balance, the asset is restricted to the net total of all unrecognized costs of performed services and net present value of any repayments whatsoever of the plan or reductions of future contributions to the plan. If a new plan is introduced or modifications are made to the existing plan, the costs relating to services rendered in the past (or ‘past service costs’) are recognised as an expense on a straight-line basis until the benefits are ‘vested’. To the extent that the pension benefits are vested immediately, the past service costs are included immediately in the income statement. The amount which is recorded in the profit and loss account consists of the current service expense, any recognised past service costs, the interest cost, the estimated return on plan assets and the actuarial gains and losses. Employee benefits in equity instruments Different stock option plans exist within the Ackermans & van Haaren group, giving employees the right to buy AvH shares or the shares of some subsidiary at a predefined price. This price is determined at the time when the options are granted and it is based on the market price or the intrinsic value. Furthermore, warrant plans have been established at the level of some subsidiaries. The performance of the beneficiary is measured on the basis of the fair value of the granted options and warrants and recognised in the profit and loss account at the time when the services are rendered, during the vesting period. RECOGNITION OF REVENUE The revenue is recognised in accordance with IFRS standards taking into account the specific activities of each sector. DISCONTINUED OPERATIONS The assets, liabilities and net results of the discontinued operations are reported separately in a single item on the consolidated balance sheet and profit and loss account. The same reporting applies for assets and liabilities held for sale.

EVENTS AFTER BALANCE SHEET DATE Events may occur after the balance sheet date which provide additional information with regard to the financial situation of the company at balance sheet date (adjusting events). This information allows the adjustment of estimations and a better reflection of the actual situation on the balance sheet date. These events require an adjustment of the balance sheet and the profit and loss account. Other events after balance sheet date are mentioned in the notes if they have a significant impact. EARNINGS PER SHARE The group calculates both the basic earnings per share as the diluted earnings per share in accordance with IAS 33. The basic earnings per share are calculated on the basis of the weighted average number of outstanding shares during the period. Diluted earnings per share are calculated according to the average number of shares outstanding during the period plus the diluted effect of the warrants and stock options outstanding during the period. SEGMENT REPORTING Ackermans & van Haaren is a diversified group which is active in the following core sectors: 1 Contracting, dredging and concessions with DEME, one of the largest dredging companies in the world, Rent-A-Port, Algemene Aannemingen Van Laere, a major contractor in Belgium, and Nationale Maatschappij der Pijpleidingen. 2 Real estate and related services with Leasinvest Real Estate, a listed real estate investment trust; Extensa Group, an important land and real estate developer; Cobelguard, active in the security market; Groupe Financière Duval, active in development and operating of real estate, leisure parks and housing for the elderly in France; and Anima Care, the new initiative of AvH in the health & care sector. 3 Financial services with Bank Delen, one of the largest independent private asset managers in Belgium, Bank J.Van Breda & C°, a niche-bank for entrepreneurs and liberal professions in Belgium and the insurance group BDM-ASCO. 4 Private equity with Sofinim, one of the largest risk capital providers in Belgium, and GIB. 5 Energy and raw materials: This new segment reflects, on the one hand, the increasing importance of the contribution to the result of Sipef, Henschel and Sagar Cements. On the other hand, it also conveys the strategy of AvH to focus on emerging markets (e.g. India, Brazil, Indonesia) and on sectors such as renewable energy and materials (e.g. Alcofina, Sagar Cements, Oriental Quarries & Mines, Max Green). 6 The headquarter activity is bundled in the 6th segment AvH and subholdings.

ANNUAL REPORT 2009

109

Note 2: Subsidiaries and jointly controlled subsidiaries 1. Fully consolidated subsidiaries Name of subsidiary

Registration nr

Registered office

Beneficial interest% 2009

Beneficial interest% 2008

Algemene Aannemingen Van Laere Anmeco Groupe Thiran TPH Van Laere Van Laere Infrabouw - liquidated Vandendorpe Wefima Rijksarchief Brugge(1)

0405.073.285 0458.438.826 0425.342.624 43.434.858.544 810.124.282 0417.029.625 0424.903.055 0820.897.736

Belgium Belgium Belgium France The Netherlands Belgium Belgium Belgium

100.00% 100.00% 100.00% 100.00%

100.00% 100.00% 99.95% 99.76% 100.00% 90.32% 100.00%

Nationale Maatschappij der Pijpleidingen Quinten Matsys Canal-Re

0418.190.556 0424.256.125 2008 2214 764.

Belgium Belgium Luxembourg

75.00% 75.00% 75.00%

75.00% 75.00% 75.00%

Extensa Group Citérim(2) Extensa Extensa Development Extensa Land II Extensa Luxembourg Extensa Nederland Extensa Participations I Extensa Participations II Extensa Romania Extensa Slovakia Grossfeld Immobilière Implant Kinna I Kinna II Leasinvest Finance Leasinvest Real Estate Management UPO Invest Vilvolease

0425 459 618 0450.016.058 0466.333.240 446.953.135 0406.211.155 1999.2229.988 801.966.607 2004.2421.120 2004.2421.090 J40.24053.2007 36.281.441 2001.2234.458 0434171208 0465.054.721 0465.054.919 0461.340.215 0466.164.776 0473.705.438 0456.964.525

Belgium Belgium Belgium Belgium Belgium Luxembourg The Netherlands Luxembourg Luxembourg Romania Slovakia Luxembourg Belgium Belgium Belgium Belgium Belgium Belgium Belgium

100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%

Leasinvest Real Estate(3) Leasinvest Services Leasinvest Immo Lux Leasinvest Immo Lux Conseil Zebra Trading Alm Distri

0436.323.915 0878.901.063 1991.8500.012 1991.4000.036 0424.903.946 0475.333.157

Belgium Belgium Luxembourg Luxembourg Belgium Belgium

30.01% 29.71% 30.01% 30.01% 30.01% 30.01%

30.01% 29.71% 30.01% 30.01% 30.01% 30.01%

Anima Care(4) De Toekomst vzw Gilman Rusthuis Kruyenberg Kruyenberg vzw

0469.969.453 0463.792.137 0870.238.171 0452.357.718 0462.433.147

Belgium Belgium Belgium Belgium Belgium

100.00% 100.00% 100.00% 100.00% 100.00%

Bank J.Van Breda & C° Van Breda Car Finance Beherman Vehicle Supply Beherman Vehicle Finance NV - liquidated Station Zuid Fracav

0404.055.577 0475.277.432 0473.162.535 0473.376.232 0454.664.041 0449.881.545

Belgium Belgium Belgium Belgium Belgium Belgium

78.75% 78.75% 63.00% 78.75% 78.75%

78.75% 78.75% 63.00% 63.00% 78.75% 78.75%

Finaxis

0462.955.363

Belgium

78.75%

78.75%

CONTRACTING, DREDGING AND CONCESSIONS

90.32% 100.00% 100.00%

REAL ESTATE AND RELATED SERVICES

110

FINANCIAL SERVICES

(1) Van Laere NV established the company Rijksarchief Brugge pursuant to the awarding of the public contract for the construction of the State Archives with an underground car park in Bruges to the consortium Algemene Aannemingen Van Laere - Leasinvest Real Estate. (2) Citérim is put into liquidation. (3) Control of Leasinvest Real Estate is based on the shareholders’ agreement between Extensa and Axa Belgium. (4) Anima Care, the new initiative of AvH in the health and care sector, has been fully consolidated within the real estate and related services segment, since the acquisition of two residential senior care facilities in Aalst and Berlare.

FINANCIAL STATEMENTS

Note 2: Subsidiaries and jointly controlled subsidiaries (continued) 1. Fully consolidated subsidiaries (continued) Name of subsidiary

Registration nr

Registered office

Beneficial interest% 2009

Beneficial interest% 2008

0434.330.168 2003.2218.661 0428.604.101

Belgium Luxembourg Belgium

74.00% 74.00% 74.00%

74.00% 74.00% 74.00%

0818.090.674 U74300DL2001PTC111685

Belgium India

72.93% 100.00%

100.00%

0426.265.213 0469.969.453 0429.810.463 0431.697.411 0403.232.661 1992.2213.650 1991.4015.963

Belgium Belgium Belgium Belgium Belgium Luxembourg Luxembourg

100.00%

PRIVATE EQUITY Sofinim Sofinim Luxemburg Mabeco ENERGY AND MATERIALS Ligno Power(5) AvH Resources India SUBHOLDINGS AvH Anfima Anima Care(4) AvH Coordination Center Brinvest NIM Profimolux Protalux

99.99% 99.99% 100.00% 100.00% 100.00%

100.00% 100.00% 99.99% 99.99% 100.00% 100.00% 100.00%

(4) Anima Care, the new initiative of AvH in the health and care sector, has been fully consolidated within the real estate and related services segment, since the acquisition of two residential senior care facilities in Aalst and Berlare. (5) AvH and Electrabel have set up the joint venture Max Green, in which AvH holds – through Ligno Power – a 27% stake and which focuses on projects in the field of renewable energy.

111

ANNUAL REPORT 2009

Note 2: Subsidiaries and jointly controlled subsidiaries (continued) 2. Jointly controlled subsidiaries accounted for using the equity method (€ 1,000)

Registration nr

Name of subsidiary

Registred Beneficial Beneficial office interest % interest % 2009 2008

Total assets

Total Turnover liabilities

Net result

1,258,782 1,402,569

102,988

CONTRACTING, DREDGING AND CONCESSIONS D.E.M.E.

0400.473.705

Belgium

50.00%

50.00% 1,828,328

Rent-A-Port

0885.565.854

Belgium

45.00%

45.00%

Algemene Aannemingen Van Laere Parkeren Roeselare

0821.582.377

Belgium

50.00%

Nationale Maatschappij der Pijpleidingen Napro 0437.272.139 Nitraco 0450.334.376

Belgium Belgium

37.50% 37.50%

50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 100.00% 50.00% 100.00% 100.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%

20,207

16,883

7,153

-1,859

400

0

0

0

37.50% 37.50%

558 8,959

11 6,939

203 1,266

138 249

50.00% 50.00%

50.00% 100.00% 25.00% 100.00% 100.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%

18,714 11,941 11,179 4,188 8,818 7,466 0 37,991 2,084 1 66,795 84,665 19,417 7,365 2,841 17,403

13,125 11,992 4,447 4,161 8,927 8,114 859 39,564 16 608 65,701 56,550 12,547 4,926 2,797 8,107

2,367 0 0 0 0 0 0 0 0 0 970 5,247 2,218 474 5 266

158 -131 -22 -22 -55 579 -384 -341 23 -233 -341 348 -224 63 -147 -522

REAL ESTATE AND RELATED SERVICES Extensa Group CBS-Invest Exparom I(1) CR Arcade(1) Exparom II(1) SC Axor Europe(1) Extensa Istanbul Extensa Land I(2) Grossfeld PAP(3) Leasinvest Development(2) Metropool 2000(2) Project T&T T&T Koninklijk Pakhuis T&T Openbaar Pakhuis T&T Parking T&T Tréfonds Top Development 112

0879.569.868 Belgium 343.081.70 The Netherlands J02.2231.18236250 Romania 343.081.66 The Netherlands J40.9671.21765278 Romania 566454 / 514036 Turkey 0465.058.085 Belgium 2005.2205.809 Luxembourg 0405.767.232 Belgium 0444.461.225 Belgium 0476.392.437 Belgium 0863.090.162 Belgium 0863.093.924 Belgium 0863.091.251 Belgium 0807.286.854 Belgium 35 899 140 Slovakia

50.00%

FINANCIAL SERVICES Asco

0404.454.168

Belgium

50.00%

50.00%

50,191

40,136

20,331

440

BDM

0404.458.128

Belgium

50.00%

50.00%

15,451

10,787

49,254

688

Bruns ten Brink

033.174.736 The Netherlands 50.00%

50.00%

2,829

2,765

25,028

-104

Delen Investments(4)

0423.804.777

Belgium

78.75%

78.75% 1,343,974

1,040,120

103,281

34,570

Financière Flo (not consolidated) Groupe Flo

39.349.570.937 09.349.763.375

France France

33.00% 23.65%

33.00% 23.29%

115,420 401,990

85,563 279,877

0 364,469

-2,544 5,855

Trasys Group (not consolidated) Trasys

0881.214.910 0429.117.706

Belgium Belgium

40.97% 40.97%

41.39% 41.39%

33,115 24,159

16,856 14,835

130 71,315

2,619 3,409

PRIVATE EQUITY

(1) The Romanian project developments in Bucharest (office building) and Arad (residential) have been consolidated since 2009. (2) These companies have been entered at their historical equity method value due to negligible activity. (3) Bouwfonds Property Development sold its 50% stake in Grossfeld PAP to Extensa and Promobe Participations in 2009, which results in an increase of the beneficial interest from 25% to 50%. (4) AvH continues to hold 78.75% of the limited-share partnership Delen Investments.

FINANCIAL STATEMENTS

Note 2: Subsidiaries and jointly controlled subsidiaries (continued) 2. Jointly controlled subsidiaries accounted for using the equity method (continued) (€ 1,000)

Registration nr

Name of subsidiary

Registred Beneficial Beneficial office interest % interest % 2009 2008

Total assets

Total Turnover liabilities

Net result

ENERGY AND MATERIALS Sipef(5) (USD 1,000)

0404.491.285

Belgium

20.86%

19.66%

423,739

126,821

237,829

60,174

Henschel Engineering

0404.002.030

Belgium

50.00%

50.00%

52,456

21,449

60,820

4,339

Telemond Holding

0893.552.617

Belgium

50.00%

50.00%

8,085

4,795

13,994

1,852

India

28.00%

279

48

190

16

0818.156.792

Belgium

19.69%

18,080

14,147

48,011

3,871

0404.869.783

Belgium

50.00%

38,734

9,114

0

191

Oriental Quarries & mines(6) (INR million) (7)

Max Green

SUBHOLDINGS AvH GIB-subgroup

50.00%

(5) The shareholders’ agreement concluded between the Baron Bracht family and AvH on February 12, 2007 resulted in the joint control of Sipef. (6) Together with the New Delhi-based Oriental Structural Engineers, AvH set up the joint venture Oriental Quarries and Mines with a view to the exploitation and production of aggregates intended both for road building and the production of concrete. (7) AvH and Electrabel have established the joint venture Max Green, in which AvH holds – through Ligno Power - a 27% stake and which focuses on projects in the field of renewable energy.

IAS 31 offers the possibility to include jointly controlled subsidiaries in the consolidated accounts according to either the proportional consolidation method or the alternative equity method. AvH has opted for the equity method. Joint-control situations are the result of existing shareholder structures or agreements.

3. Main subsidiaries and jointly controlled subsidiaries not included in the consolidation scope (€ 1,000)

Registration nr

Name of subsidiary

Registred Beneficial Reason office interest % for 2009 exclusion

Total assets

Total liabilities

Turnover

Net result

CONTRACTING, DREDGING AND CONCESSIONS Algemene Aannemingen Van Laere VKV Gmbh VLK Gmbh S.C.I. De la Vallee

191 812 827 163 826 669 4384665881

Germany Germany France

50.00% 50.00% 100.00%

(1) (1) (1)

67 150 359

0 111 264

0 28 83

7 -71 56

19.992.223.718 Luxembourg 50.00% 0450.016.058 Belgium 100.00% 0890.090.410 Belgium 50.00%

(1) (2) (1)

254 745 451

66 10 401

0 0 0

-11 50 -6

REAL ESTATE AND RELATED SERVICES Extensa Group Beekbaarimo Citerim DPI FINANCIAL SERVICES Asco Life

0475.402.641

Belgium

75.75%

(1)

100.00%

(1)

296

26

0

3

100.00% 50.00% 100.00%

(1) (1) (1)

82 1,576 659

0 255 3,754

0 0 0

22 34 920

SUBHOLDINGS AvH Belcadi - liquidated BOS Cruiser - liquidated GNR (USD) InTouch Telecom Europe Vlaamse Beleggingen

0033.38.885 The Netherlands 0422.609.402 Belgium 0060.52.113 The Netherlands Antilles The Netherlands 0082.92.942 The Netherlands

(1) Investment of negligible significance. (2) In liquidation.

ANNUAL REPORT 2009

113

Note 3: Associated participating interests 1. Associated participating interests accounted for using the equity method (€ 1,000)

Registration nr

Name of associate

Registred Beneficial Beneficial office interest % interest % 2009 2008

Total assets

Total Turnover liabilities

Net result

CONTRACTING, DREDGING AND CONCESSIONS Algemene Aannemingen Van Laere Lighthouse Parkings

0875.441.034

Belgium

33.33%

33.33%

3,827

866

975

399

Nationale Maatschappij der Pijpleidingen Belgian Pipe Control 0446.109.037

Belgium

18.75%

18.75%

312

149

497

1

20.00% 20.00% 20.00% 20.00% 20.00%

20.00% 20.00%

9,083 9,464 62,239 40,110 2,630

480 92 41,268 32,529 2,768

0 0 3,392 0 862

-98 -106 5,975 -303 -9

REAL ESTATE AND RELATED SERVICES Extensa Group FDC Focsani FDC Deva Bel Rom Sapte Bel Rom Patru Bel Rom Fifteen

201 28 317 The Netherlands 341 41 084 The Netherlands J40.9153.27052008 Romania J40.9114.26052008 Romania J32.2027.22941925 Romania

Cobelguard

0448.564.424

Belgium

39.60%

39.60%

20,954

12,991

52,963

2,064

Financière Duval

401.922.497

France

30.00%

30.00%

404,535

321,271

308,307

3,682

0464.646.232

Belgium

39.38%

39.38%

949

722

704

10

0418.759.886 0415.155.644 0412.639.384 0427.908.174

Belgium Belgium Belgium Belgium

39.38% 39.38% 39.38% 31.50%

39.38% 39.38% 39.38% 31.50%

611 207 161 4,031

215 10 2 2,866

539 93 16 7,233

271 47 7 5

15.00%

15.00%

53,704

328

0

1,539

14.99%

14.02%

5,175

3,064

4,926

257

4,182

1,106

0

-5,424

FINANCIAL SERVICES Bank J.Van Breda & C° Finauto Antwerpse Financiële Handelsmaatschappij Financieringsmaatschappij Definco Necadis Credit Informatica J. Van Breda & C° Promofi 114

1998 2205 878 Luxembourg

ENERGY AND MATERIALS Sagar Cements (in INR million) Gulf Lime (Dhs 1.000) Alcofina(1)

L26942AP1981PLC002887 India 411679

Abu Dhabi

35.00%

0422.516.360

Belgium

30.00%

(1) AvH acquired a 30% stake in Alcofina at the end of 2009. Alcofina holds a 45.3% stake in the Swiss trading company Alcotra, one of the largest exporters of Brazilian bioethanol. The transition to IFRS is currently not complete and the 2009 IFRS figures are not yet available as a result.

2. Associated participating interests not accounted for using the equity method (€ 1,000)

Registration nr

Name of associate

Registred Beneficial Reason office interest % for 2009 exclusion

Total assets

Total liabilities

Turnover

Net result

CONTRACTING, DREDGING AND CONCESSIONS Algemene Aannemingen Van Laere Proffund

0475.296.317

Belgium

33.33%

(1)

3,415

1,971

6,065

115

0430.636.943

Belgium

25.00%

(1)

34,107

26,480

727

41

SUBHOLDINGS AvH Nivelinvest

(1) Investment of negligible significance.

FINANCIAL STATEMENTS

Note 4: Business combinations (5 1,000)

2009

2008

17,150 2,075 19,225

34,158 599 34,757

Shareholders’ equity – group share Non current liabilities Current liabilities Total equity & liabilities

-6,366 -8,594 -4,265 -19,225

-24,203 -4,353 -6,201 -34,757

Total assets Total liabilities Net assets

19,225 -12,859 6,366

34,757 -10,554 24,203

92 6,458

882 25,085

BUSINESS COMBINATIONS Non current assets Current assets Total assets

Net goodwill Acquisition price

Anima Care acquired two residential senior care facilities (Aalst and Berlare) in 2009. The facility in Aalst contributed to the results for an entire year and the one in Berlare as from the last quarter of 2009. The contribution to the consolidated net results for the 2009 financial year amounted to 0.1 million euros. If both companies had been included in the consolidation as from January 1, 2009, their contribution to the net result would have amounted to 0.2 million euros. On an annual basis, these care facilities generate a turnover of 6.8 million euros. The company acquisitions in 2008 principally involved the acquisition by Leasinvest Real Estate of two companies (Zebra Trading and Alm Distri) which own a storage and distribution site in Wommelgem, two storage warehouses located in the transport zone in Meer, as well as a 4,800-m2 shop premises in Merksem. Moreover, in 2008 Leasinvest Real Estate acquired the building structure of the Montimmo office project in the centre of Luxembourg.

(5 1,000)

2009

2008

DISPOSAL OF FULLY CONSOLIDATED COMPANIES Non current assets Current assets Total assets

0 0 0

0 38,891 38,891

Equity - group share Non current liabilities Current liabilities Total equity and liabilities

0 0 0 0

-26,721 -10,925 -1,244 -38,891

Total assets Total liabilities Net assets

0 0 0

38,891 -12,170 26,721

Net assets – share AvH Net goodwill Realised gain (loss) on sale Sales price

0 0 0 0

26,721 0 6,415 33,137

At the end of 2008, AvH and NMP sold their participation in, respectively, Avafin-Re and Corepi. No significant transfers of fully consolidated companies took place in 2009. We refer to the comments on the cash flow statement (page 104).

ANNUAL REPORT 2009

115

Note 5: Segment information - Income statement 2009 (€ 1,000)

Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Segment 6 Contracting, Real estate Financial Private Energy AvH and Eliminations dredging & and services equity and subbetween concessions related materials holdings segments services

Revenue 180,550 Rendering of services 12,803 Lease revenue Real estate revenue Interest income - banking activities Commissions receivable - banking activities Revenue from construction contracts 159,350 Other operating revenue 8,397 Other operating income Interest on financial fixed assets - receivables Dividends Government grants Other operating income

116

151,795

8

-3,386 -2,178

8,737 118,432 23,024 8

1,534

-1,208

76

771

302

586 184

302

4,222 2,022 990

-2,575 -1,492

76

7,505 3,057 4,385 62

1,210

-1,083

-100

-11,311

4,469

4,469 -1,492

-857

-32,301 -6,524 659

-126,248

-5,493

-73,184 -30,297 -2,340 -1,926 -18,501

-29 -5,464

-100

-3,555 -697 377 -7,435

28,286

25,849

2,020

-47

-1,963

-18,039

-6,987

-964 -964

-5,645 -1,245 -5,658 -13,382 -505

-7,104

876

12,282

1,373

876

234 15,166 -3,118

413

Finance income Interest income Other finance income

705 605 99

2,888 2,026 862

15,189 15,189

Finance costs (-) Interest expenses (-) Other finance costs (-)

-854 -705 -149

-15,987 -10,328 -5,659

-4,653 -4,653

-102 -83 -19

50,953

1,929

35,477

1,417

27

1,210

960

Other non-operating expenses (-)

7,397

5,991 1,406 322 291 31

-352,467 -125,198 -1,807 -73,184 -66,008 -8,206 -7,210 -70,261 -593 51,794

4,166

26,094

4

1,527 15,166 2,938 6,463

65 4,097 1 1

13,418

-515

865 830 35

-642 -642

19,328 18,299 1,028

-2,196 -1,113 -1,083

2,134 2,134

-21,658 -14,747 -6,910

73

103,267

-89

50,850

12,054

66,249

Income taxes Deferred taxes Current taxes

494 1,670 -1,175

115 526 -411

-8,926 1,305 -10,231

Profit (loss) after tax from continuing operations

51,344

12,168

57,323

10,090

13,371

855

-604 0

627 120 507 10,090

13,371

1,482

153,468 -7,690 3,620 -11,310

0

Profit (loss) after tax from discontinued operations

FINANCIAL STATEMENTS

10,300 3,587 6,339 184 189

1,237

Profit (loss) before tax

Profit (loss) of the period Minority interests Share of the group

393,961 18,841 10,789 44,250 118,432 23,024 163,769 14,857

-25,990 -964 117 -17,464 -7,679

117 -17,464 -575

Profit (loss) on disposal of assets Realised gain (loss) on intangible and tangible assets Realised gain (loss) on investment property Realised gain (loss) on financial fixed assets Realised gain (loss) on other assets

Other non-operating income

5,125 3,591

1,602

Profit (loss) on assets/liabilities designated at fair value through profit and loss Private equity Financial assets held for trading Investment property Derivative financial instruments

Share of profit (loss) from equity accounted investments

53 53

4,419 4,523

Operating expenses (-) -181,483 Raw materials and consumables used (-) -118,674 Changes in inventories (-) -2,466 Interest expenses Bank J.Van Breda & C° (-) Employee expenses (-) -26,511 Depreciation (-) -3,894 Impairment losses (-) -3 Other operating expenses (-) -29,848 Provisions -88 Profit (loss) from operating activities

59,816 4,572 2,052 44,250

TOTAL 2009

145,778 0

51,344 540 50,804

12,168 12,859 -691

57,323 12,063 45,259

10,089 2,255 7,835

13,371 611 12,760

1,482 1,482

0

145,778 28,328 117,450

Comments on the segment information – Income statement 2009 Contracting, dredging and concessions: contribution to AvH group results: 50.8 million euros With 51.5 million euros, DEME (AvH 50%) provided the largest contribution. DEME’s contribution was included using the equity accounting method because DEME is a participation over which AvH exercises joint control. Accordingly, DEME’s entire contribution to earnings was grouped under the item “Share of profit (loss) from equity accounted investments”. We refer to p. 24 of this report for comments on the state of affairs at DEME. Rent-A-Port (AvH 45%) focuses on international port-related concessions and engineering projects and is also included using the equity accounting method. The consolidated accounts of Algemene Aannemingen Van Laere (AvH 100%) and Nationale Maatschappij der Pijpleidingen (AvH 75%) are consolidated in full. Van Laere group finished 2009 with a loss of 1.4 million euros attributable to losses generated by some problem sites. NMP achieved results of 2.1 million euros despite the fact that the economic downturn affecting the petrochemical sector led to the delay of a number of modifications to the pipeline network. Real estate and related services: contribution to AvH group results: -0.7 million euros Pursuant to the shareholders’ agreement between Axa Belgium and Extensa, the real estate investment company with fixed capital Leasinvest Real Estate - LRE (AvH 30.01%) is under the exclusive control of Extensa and is therefore fully included in consolidation. Despite better results in real estate and a capital gain of 15.2 million euros on the sale of the Bian building, the net result of Leasinvest Real Estate decreased from 22.8 million euros to 18.4 million euros due to, among other things, negative portfolio fluctuations (write-down of 17.8 million euros, in line with the general trend on the property market). As a result, the contribution to the AvH group result decreased to 5.9 million euros (compared to 6.4 million euros in 2008). The development activities of Extensa (AvH 100%) were strongly influenced by the negative effects of the worldwide real estate crisis and both land and urban development activities in Belgium as well as real estate projects in Romania experienced a considerable slowdown. Extensa’s negative results (-7.8 million euros) are mainly due to exceptional devaluations affecting retail projects in Romania (amounting to -8.8 million euros). Cobelguard (AvH 40%) and Groupe Financière Duval (AvH 30%) were processed in accordance with the equity accounting method. In 2009, Cobelguard once again substantially increased its turnover, +14% to 53 million euros. Despite margin pressure, the constant and meticulous cost monitoring made it possible to keep the net result stable at 2.1 million euros. Groupe Financière Duval maintained a good position in a difficult economic environment. These conditions led to a delay in the development activity, but also resulted in good results in the tourist activities (Odalys) because many French people opted for a cheaper vacation close to home. Owing to this, recurrent turnover remained more or less stable at 308 million euros (taking into account Vacances Bleues, which was resold in 2009) and the net result amounted to 3.7 million euros. In 2009, Anima Care (AvH 100%) acquired two residential senior care facilities (Aalst and Berlare) as well as two sites (Zemst and Diest) for the development of green field projects. Further to this, as from 2009 reporting for Anima Care will be included in the “Real estate and related services” segment via full consolidation.

Financial services: contribution to AvH group results: 45.3 million euros Finaxis group (AvH 78.75% ), which includes the contributions from the Bank Delen and Bank J.Van Breda & C° banking groups, represents the lion’s share of the “Financial services” segment. Bank J.Van Breda & C° was fully consolidated via Finaxis while the results of Delen Investments were processed in accordance with the equity accounting method. Interest results improved for Bank J.Van Breda & C° through a greater number of deposits and credits as well as thanks to a more favourable interest rate environment. Conversely, lower interest rates generated capital losses on hedging instruments, and net earnings on commissions decreased despite higher volumes of off-balance sheet investments. Taken together, these elements yielded a 6% increase in the consolidated bank product, taking it to 85 million euros. Moreover, the bank was able to control costs, and capital losses on credits remained at a historically low level, further to which Bank J.Van Breda & C° achieved a net result of 23.3 million euros (+13%). Assets under management at Bank Delen reached 13.243 billion euros in 2009 (compared to 10.343 billion euros as at 31 December 2008). This was largely attributable to the impact of resurgent financial markets on its client portfolios as well as to significant net growth in assets. Gross operating income remained relatively stable at 103.3 million euros while the net profit increased to 34.6 million euros (compared to 32.5 million euros in 2008). The insurance group BDM-ASCO was also entered in the books using the equity accounting method. Private equity: contribution to AvH group results: 7.8 million euros AvH is active in private equity via Sofinim (26% minority stake held by NPM-Capital) on the one hand, and via GIB (joint holding with Nationale Portefeuille Maatschappij) on the other. GIB and the participations held via GIB (Groupe Flo and Trasys) were processed using the equity accounting method. Participations in Sofinim’s private equity portfolio were valued at fair value while fluctuations in fair value were entered in the results under the “private equity” item. In 2009, the private equity segment contributed 7.8 million euros (including capital gains on the IDIM and I.R.I.S. participations) to group results. Notwithstanding the impact of the financial crisis on the most cyclical and consumer-driven participations and the associated restructuring costs, the majority of companies were successful in either maintaining their positions or limiting their losses. In this respect, the improvement during the last quarter was most noticeable, with positive contributions almost throughout the entire portfolio. Energy and materials: contribution to AvH group results: 12.8 million euros From 2009, AvH is including a fifth segment in the reporting, namely “Energy and materials”. This reflects, on the one hand, the increasing importance of the contribution of Sipef, Henschel and Sagar Cements to results. On the other hand, it gives an accurate picture of AvH’s strategy to also focus on emerging markets (e.g. India, Brazil and Indonesia) and on sectors such as renewable energy and raw materials (e.g. Alcofina, Sagar Cements, Oriental Quarries & Mines, Max Green). This new segment is principally carried by a large contribution on the part of Sipef (8.7 million euros). AvH and sub-holdings: contribution to group results: 1.5 million euros AvH and sub-holdings primarily contributed to results through its sale of shares in Telenet and KBC.

ANNUAL REPORT 2009

117

Note 5: Segment information - Assets 2009 (€ 1,000)

Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Segment 6 Contracting, Real estate Financial Private Energy AvH and Eliminations dredging & and services equity and subbetween concessions related materials holdings segments services

I. NON-CURRENT ASSETS Intangible assets Goodwill Tangible assets Investment property Participations accounted for using the equity method Financial fixed assets Private equity participations Available for sale financial fixed assets Receivables and warranties

325,277

673,703

1,932,831

14

94

2,445

11

2,564

1,928

237

3,523

134,678

140,367

25,740

23,680

29,581

13,370

92,413

2,749

552,118

292,621

80,380

314,753

27,255

1,836

1,564

799

362,314 320,805

423 1,412

1,342 223

771 28

752

6,316 77,668 77,668 3,244

Non current hedging instruments Amounts receivable after one year Finance lease receivables Other receivables

143 143

10,911 10,226 685

Deferred tax receivables

245

3,966

Banks - receivables from credit institutions and clients after one year II. CURRENT ASSETS

118

389,611

96,305

41

204,992

-22,075

TOTAL 2009

3,600,643

554,867 96,305

41,509

3,221

814,536

51,128

-22,075

19,827 31,301

-22,075

7,068 225 225

88,946 87,894 1,052

2,359

9,815

1,494,502

1,494,502

105,967

90,194

Inventories

2,114

19,261

21,375

Amounts due from customers under construction contracts

6,659

4,026

10,685

Investments Available for sale financial assets Financial assets held for trading

10,780 10,780

Current hedging instruments Amounts receivable within one year Trade receivables Finance lease receivables Other receivables Current tax receivables

Deferred charges and accrued income

536,959 530,397 6,562

78,022

166

1 1

90,937

-51,370

28,779 28,779

68,618 51,743

919

39,761

28,561

16,071 2,381

-50,077 -1,388

16,875

47,251 8,689 568 37,994

35,676 4,085

28,561

13,690

-48,689

59

855

230

52

314

150,186 61,426 36,244 52,517 1,511

745,165

745,165

28,460 12,112 16,347

7,592 1,717 5,875

62,295 100 62,195

47,120 47,002 118

57

430

22,128

2,288

166 166

43,731 41,284 2,448 2,041

189,364 102,215 87,149 -1,293

III. ASSETS HELD FOR SALE TOTAL ASSETS

1,721,374

576,519 569,957 6,562

919

Banks - receivables from credit institutions and clients within one year Cash and cash equivalents Time deposits for less than three months Cash

1,407,457

395,566 320,805 22,363 52,398

25,651 0

431,244

763,898

3,340,288

467,633

96,471

295,928

-73,445

5,322,017

260,032

802,565 12,682 140,834

64,001

3,650

-4,590

30,213

1,756,269 20,397 580,489

956,081

94,214

3,650

-4,590

2,357,154

SEGMENT INFORMATION - PRO FORMA TURNOVER Turnover EU member states Other European countries Rest of the world

459,500 7,715 409,441

171,112

TOTAL

876,656

171,112

260,032

The pro forma turnover comprises the turnover of all participations held by the AvH group, and therefore deviates from the turnover as reported in the legal IFRS consolidation drawn up on the basis of the consolidation scope reported on p. 110-114. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.

FINANCIAL STATEMENTS

Note 5: Segment information - Equity and liabilities 2009 (€ 1,000)

Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Segment 6 Contracting, Real estate Financial Private Energy AvH and Eliminations dredging & and services equity and subbetween concessions related materials holdings segments services

TOTAL 2009

I. TOTAL EQUITY

349,852

351,420

542,814

457,127

87,953

231,708

2,020,873

Shareholders’ equity - group share

342,969

159,311

429,586

345,351

86,588

231,696

1,595,501

113,907 2,295 111,612

113,907 2,295 111,612

Issued capital Share capital Share premium Consolidated reserves Revaluation reserves Securities available for sale Hedging reserves Translation differences

348,718

158,846

429,097

346,009

92,922

125,174

1,500,767

-5,750

465 1,495 -443 -586

489 8,400 -8,207 296

-658 -1 -658

-6,334

9,930 9,930

-1,858 19,824 -12,121 -9,561

-17,316

-17,316 425,372

-2,813 -2,936

-6,334

Treasury shares (-) Minority interests

6,883

192,110

113,228

111,776

1,365

12

20,262

272,519

464,615

250

8,500

2,976

Provisions

462

4,099

49

125

Pension liabilities

203

II. NON-CURRENT LIABILITIES

Deferred tax liabilities Financial debts Bank loans Subordinated loans Finance leases Other financial debts

-22,075

2,190

6,925

1,065

551

1,819 10,700

3,599

5,661

1,217

223

15,660 15,656

257,299 243,127

82,471

13

-22,075

74,296 3

Non-current hedging instruments

747,047

13 14,171

8,175

5,059

21,836

403

4,354

-22,075

333,367 258,784 74,296 16 271 26,895 119

Other amounts payable after one year

338

Banks - debts to credit institutions, clients & securities III. CURRENT LIABILITIES

125

8,500

13,719

353,623 61,131

139,958

2,332,859

353,623 10,256

18

61,244

-51,370

Provisions

0

Pension liabilities Financial debts Bank loans Subordinated loans Finance leases Other financial debts

92 1,888 1,888

109,138 14,972

Other amounts payable within one year Trade payables Advances received on construction contracts Amounts payable regarding remuneration and social security Other amounts payable Current tax payables

94,166

6,450

10

55,835

-47,689

6,450

10

16 55,819

-47,689

1,563

1,563

151

53,375 45,240 2,719

13,831 7,763 173

8,057 9

1,550 179

3,440 1,975

1,624 4,271

7,539 509

336 1,034

530

477

5,246

6,254

2,289,449

2,289,449

311

16,362

5,176

21,437

8 8

2,256

5,093 650

-1,473 -473

1,477 2,966

-1,000

316

-2,208

IV. LIABILITIES HELD FOR SALE TOTAL EQUITY AND LIABILITIES

132,647 16,860 7,015 16 108,755

5,026

Banks - debts to credit institutions, clients & securities Accrued charges and deferred income

7,015

92

7,015

Current hedging instruments Amounts due to customers under construction contracts

2,554,096

80,442 53,378 2,893 14,416 9,755

38,474 0

431,244

763,898

3,340,288

467,633

96,471

295,928

-73,445

5,322,017

ANNUAL REPORT 2009

Note 5: Segment information – Cash flow statement 2009 (€ 1,000)

Segment 1 Segment 2 Segment 3 Segment 5 Contracting, Real estate Financial dredging & and services concessions related services

I. CASH AND CASH EQUIVALENTS, OPENING BALANCE Profit (loss) from operating activities Dividends from participations accounted for using the equity method Other non-operating income (expenses) Income taxes Non-cash adjustments Depreciation Impairment losses Share based payment (Decrease) increase of provisions (Decrease) increase of deferred taxes Other non-cash income (expenses)

TOTAL 2009

31,510

20,745

155,617

0

97,254

-857

28,286

25,849

-47

56

285 27 494

12,013

87

510 115

18,740 -89 627

31,125 448 -7,690

727 -282 12

8,206 7,422 753 893 -3,620 -886

3,894

1,245 5,640

-8,926

305,126 -1,492

51,794

-166 220 -1,670 -5

505 -526 -619

2,340 2,064 906 168 -1,305 -232

2,222

35,156

32,877

40

19,641

-1,492

88,444

Decrease (increase) of working capital Decrease (increase) of inventories and construction contracts Decrease (increase) of amounts receivable Decrease (increase) of receivables from credit institutions and clients (banks) Increase (decrease) of liabilities (other than financial debts) Increase (decrease) of debts to credit institutions, clients & securities (banks) Decrease (increase) other

21,581

-31,567

-78,014

8,500

45,476

-1,000

-35,024

-901 11,233

-1,003 -4,083

3,980

49,180

-1,000

-1,904 59,310

Cash flow

120

Segment 4&6 Energy AvH, sub- Eliminations and holdings & between materials private segments equity

-120 -30

-129,911

-129,911

10,757

-30,420

1,176

491

3,939

53,717 -6,976

CASH FLOW FROM OPERATING ACTIVITIES

23,803

3,589

-45,137

8,540

65,117

-2,492

53,419

Investments Acquisition of intangible and tangible assets Acquisition of investment property Acquisition of financial fixed assets New amounts receivable Acquisition of investments

-1,697 -1,430

-23,108 -126 -16,303 -6,680

-572,738 -4,404

-24,809

-18,239 -181

0

-24,809

-11,065 -6,992

-640,591 -6,142 -16,303 -42,820 -6,992 -568,334

0

57,425 17

0

614,030 2,347 40,000 14,598 15,836 541,250

39,186

0

-26,561

950 -1,025 -1,062 -3,210 -56,171 -46,078 17,574

-642 2,134 0

24,732 -14,577 -5,909 -3,210 -85,021 -46,078 -13,049

-266

8,500

-2,958

-12,945

-747

53,717 -3,292

-568,334

Divestments Disposal of intangible and tangible assets Disposal of investment property Disposal of financial fixed assets Reimbursements of amounts receivable Disposal of investments

1,046 924

CASH FLOW FROM INVESTING ACTIVITIES

-650

13,813

-54,101

605 -705 -49

2,026 -10,328 -4,797

21,792 -4,653

40 83

36,921 14 40,000 -3,118 25

518,637 1,391 -18

17,694 15,728 23,986

517,264 -24,809

Financial operations Interest received Interest paid Other financial income (costs) (Decrease) increase of treasury shares (Decrease) increase of financial debts Distribution of profits Dividends paid to minority interests

-772

-17,914

-11,164

-25,342

-5,221

-60

CASH FLOW FROM FINANCIAL ACTIVITIES

-26,264

-36,234

5,916

0

-89,022

2,492

-143,112

-3,111

-18,832

-93,322

-16,269

15,281

0

-116,254

6,332 148

15,344 1,083

-21,676

62

0 1,293

-801

8

-8

-801

166

90,851

189,364

II. NET VARIATION IN CASH AND CASH EQUIVALENTS Transfer between segments Change in consolidation scope or method Impact of exchange rate changes on cash and cash equivalents III. CASH AND CASH EQUIVALENTS ENDING BALANCE

FINANCIAL STATEMENTS

28,460

7,592

62,295

1,000

Comments on the segment information - Cash flow statement 2009 Segment 1: Contracting, dredging and concessions The cash flow statement only shows the cash movements for the groups Nationale Maatschappij der Pijpleidingen (NMP) and Algemene Aannemingen Van Laere. Cash movements for DEME, the largest participation in this segment, and for Rent-A-Port have not been included since both participations are consolidated using the equity accounting method. Segment 2: Real estate and related services Only the cash flows of Extensa, Leasinvest Real Estate and Anima Care have been included in the cash flow statement. Groupe Financière Duval and Cobelguard were processed using the equity accounting method and, as a result, the cash movements for these two participations are not shown in the cash flow statement. Extensa’s negative results (-7.8 million euros) were primarily attributable to exceptional capital losses on the retail parks in Focsani (2.6 million euros) and Deva (3.1 million euros). These capital losses do not lead to cash expenditures, and this enabled Extensa to achieve a (limited) positive operational cash flow. Additional provisions of 3.1 million euros for the guarantees still in effect for the retail park in Targu Mures (Romania) sold in 2007 were entered into the cash flow statement under divestments as a price correction on a previous capital gain. Moreover, in 2009 follow-up investments by Extensa in development projects in Romania, Turkey and Slovakia remained limited to intercompany advances. In 2009, Leasinvest Real Estate completed two redevelopment projects involving office buildings (Bian and Montimmo) in Luxembourg. Further to this, the Bian building was sold with a capital gain of 15.2 million euros. In Zwijndrecht, Belgium, the office building with storage areas commissioned by Cegelec was successfully completed.

During the year, Anima Care invested in two residential senior care facilities (Aalst and Berlare) offering 216 beds as well as two sites (Zemst and Diest) for the development of green field projects (180 beds). Segment 3: Financial services Since the Delen and BDM-ASCO groups are processed using the equity accounting method, this segment only includes cash flows relating to the accounts of Bank J.Van Breda & C° and Finaxis. Segment 5: Energy and materials AvH’s strategy to also focus on emerging markets (e.g. India, Brazil and Indonesia) and on sectors such as renewable energy and raw materials (e.g. Alcofina, Sagar Cements, Oriental Quarries & Mines, Max Green) led to investments totalling 24.8 million euros in 2009. Segments 4 and 6: Private equity and AvH and sub-holdings For the private equity segment the cash movements of GIB and its subsidiaries have not been included in the cash flow statement because these holdings were processed using the equity accounting method. In light of this, only the cash movements for Sofinim have been included. In 2009, AvH invested 15.8 million euros in follow-up investments, primarily for Manuchar, Groupe Flo, Spano and Hertel. In addition, the holdings in IDIM and I.R.I.S. were sold, resulting in total divestments (including capital gains) of 14.3 million euros, as were KBC and Telenet shares. In the framework of hedging all its obligations arising from stock options, in 2009 AvH purchased 3.2 million euros in own shares and sold another 0.02 million euros further to the exercising of options. 121

Evolution of the cash position of the AvH group 2005-2009(1) (€ mio)

2009

2008

2007

2006

2005

Treasury shares

15.4

12.7

11.3

9.0

3.0

Other investments - portfolio shares - term deposits

28.8 89.4

39.2 99.7

225.9 166.2

233.7 158.3

200.0 310.8

2.8

1.5

3.6

1.9

1.2

Financial debts

-14.3

-46.6

-43.3

-62.2

-80.6

Net cash position

122.1

106.4

363.6

340.7

434.4

Cash

(1) Includes the cash and financial debts to credit institutions and to financial markets of the consolidated companies recorded in the segment ‘AvH and subholdings’ and ‘Private equity’, and the cash of GIB (50%) included via the equity method.

ANNUAL REPORT 2009

Note 5: Segment information – Assets 2008 (€ 1,000)

Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Segment 6 Contracting, Real estate Financial Private Energy AvH and Eliminations dredging & and services equity and subbetween concessions related materials holdings segments services

I. NON-CURRENT ASSETS Intangible assets Goodwill Tangible assets Investment property Participations accounted for using the equity method Financial fixed assets Private equity participations Available for sale financial fixed assets Receivables and warranties

293,930

688,202

1,740,443

19

142

995

28

1,185

1,928

145

3,523

135,078

140,675

28,246

36,616

29,944

13,888

108,761

2,749

548,299

258,399

86,517

290,942

26,277

61,233

3,088

1,958

609

747

363,475 321,741

0

60,074

-34,900

463 1,495

604 5

719 28

20,262 39,813

-34,900

249

5,894 76,208 76,208 4,415

Non-current hedging instruments Amounts receivable after one year Finance lease receivables Other receivables

382 382

11,585 10,880 705

Deferred tax assets

248

4,039

Banks - receivables from credit institutions and clients after one year II. CURRENT ASSETS

122

389,818

61,233

66

215,074

-34,900

TOTAL 2008

3,353,800

551,048

41,733

726,457

6,143 500 500

88,676 87,088 1,587

2,417

11,119

1,327,775

1,327,775

120,127

93,831

Inventories

2,788

18,766

21,553

Amounts due from customers under construction contracts

5,731

3,519

9,250

Investments Available for sale financial assets Financial assets held for trading

8,811 8,811

Current hedging instruments Amounts receivable within one year Trade receivables Finance lease receivables Other receivables Current tax receivables

Deferred charges and accrued income

482,955 471,949 11,006

73,815

2,774 2,774

0

0

134,866

-51,089

36,385 36,385

79,303 37,990

2,976

44,012

50,212

41,313

40,508 10,009 555 29,945

34,325 9,687

50,212

368

578

1,322

429

0

0

14,439 1,997

-49,481 -1,170

12,442

-48,311

3,218

20,745

155,617

20,745

427

904

784,097 0

155,617

18,440 18,365 75

78,814 77,649 1,165

23,269

1,961

0

2,011

305,126 118,499 186,626 -1,608

III. ASSETS HELD FOR SALE TOTAL ASSETS

178,992 48,825 34,880 95,288 5,915

784,097 31,510 22,486 9,024

1,865,798

530,924 519,918 11,006

2,976

Banks - receivables from credit institutions and clients within one year Cash and cash equivalents Time deposits for less than three months Cash

1,494,248

391,963 321,741 22,048 48,174

26,964 0

414,056

782,033

3,234,691

463,634

61,233

349,940

-85,989

5,219,598

288,030 4,893

985,825 40,124 129,230

59,228

2,849

-1,070

19,093

1,956,571 64,253 618,650

292,923 1,155,179

78,321

2,849

-1,070

2,639,474

SEGMENT INFORMATION - PRO FORMA TURNOVER Turnover EU member states Other European countries Rest of the world

417,388 19,236 470,327

204,321

TOTAL

906,951

204,321

The pro forma turnover comprises the turnover of all participations held by the AvH group, and therefore deviates from the turnover as reported in the legal IFRS consolidation drawn up on the basis of the consolidation scope reported. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.

FINANCIAL STATEMENTS

Note 5: Segment information – Equity and liabilities 2008 (€ 1,000)

Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Segment 6 Contracting, Real estate Financial Private Energy AvH and Eliminations dredging & and services equity and subbetween concessions related materials holdings segments services

TOTAL 2008

I. TOTAL EQUITY

340,498

339,715

480,083

454,758

61,233

249,822

1,926,109

Equity - group share

327,892

154,945

379,926

343,344

61,233

249,807

1,517,147

113,907 2,295 111,612

113,907 2,295 111,612

Issued capital Share capital Share premium Consolidated reserves Revaluation reserves Securities available for sale Hedging reserves Translation differences

331,991

154,908

383,439

342,838

66,274

149,492

1,428,942

-4,099

37 -74 -103 215

-3,513 4,041 -7,792 237

506 948 -441

-5,041

546 545

-5,041

1

-11,564 5,459 -9,040 -7,983

-14,138

-14,138 408,962

-704 -3,395

Treasury shares (-) Minority interests

12,607

184,770

100,157

111,414

0

15

II. NON-CURRENT LIABILITIES

23,291

242,646

386,258

301

0

4,584

374

2,577

49

125

Provisions Pension liabilities Deferred tax liabilities Financial debts Bank loans Subordinated loans Finance leases Other financial debts

79

-34,900

2,190

5,315

903

632

1,614 11,021

5,271

4,181

1,168

400

16,598 16,595

231,757 209,299

89,988

28

-34,900

68,988 3

Non-current hedging instruments

622,180

28 22,459

21,000

2,847

17,888

1,284

3,448

-34,900

303,472 225,894 68,988 31 8,559 20,735 123

Other amounts payable after one year

969

Banks - debts to credit institutions, clients & securities III. CURRENT LIABILITIES

176

1,333

7,210

272,814 50,267

199,672

2,368,350

272,814 8,574

0

95,535

-51,089

Provisions

0

Pension liabilities Financial debts Bank loans Subordinated loans Finance leases Other financial debts

87 1,722 1,605

145,043 59,839

Other amounts payable within one year Trade payables Advances received on construction contracts Amounts payable regarding remuneration and social security Other amounts payable Current tax payables

116

85,204

4,760

0

88,250

-47,311

1,200

4,760

15 88,236

-47,311

2,162

42,243 32,831

5,673 37,954 10,952

7,875 13

1,736 198

0

5,312 716

-1,476 -476

2,916 320 26,682

7,365 497

439

3,847

4,250

200 1,338

772 3,823

-1,000

1,316

2,313,763 12,828

29,552

11,810 34,684 9,853 2,313,763

2,078

0

656

-2,302

IV. LIABILITIES HELD FOR SALE TOTAL EQUITY AND LIABILITIES

93,643 44,234 2,916

3,153 3,344

190

203,126 61,444 9,462 15 132,205 2,162

5,673

Banks - debts to credit institutions, clients & securities Accrued charges and deferred income

10,662

87

9,462

Current hedging instruments Amounts due to customers under construction contracts

2,671,309

43,002 0

414,056

782,033

3,234,691

463,634

61,233

349,940

-85,989

5,219,598

ANNUAL REPORT 2009

Note 5: Segment information – Income statement 2008 (€ 1,000)

Segment 1 Segment 2 Segment 3 Segment 4 Segment 5 Segment 6 Contracting, Real estate Financial Private Energy AvH and Eliminations dredging & and services equity and subbetween concessions related materials holdings segments services

Revenue 159,025 Rendering of services 13,548 Lease revenue Real estate revenue Interest income - banking activities Commissions receivable - banking activities Revenue from construction contracts 136,370 Other operating revenue 9,106 Other operating income Interest on financial fixed assets - receivables Dividends Other operating income

Profit (loss) on disposal of assets Realised gain (loss) on intangible and tangible assets Realised gain (loss) on investment property Realised gain (loss) on financial fixed assets Realised gain (loss) on other assets

2,066 54,461

8,455

0

8

22

362

63

0

22

362

63

9,276 3,130 6,013 133 -5,070

0

6,114

4,282 2,790

-2,211 -1,011

1,492

-1,200

12,671 2,565 7,941 2,165

-4,165 -2,082

-57,803

4,295

-2,849 -665 -45,944 -8,345

4,295 -2,082

143,755 24,409

-41,091 -10,880 -12,848

-159,578

-2,958 -603 -128 -14,428 753

-107,450 -28,865 -2,255 -4,248 -16,924 164

-5,197 150

29,868

18,740

4,213

0

-40,851

3,135

-2,335

9,484 9,484

0

-27

-23

-2,083

12,096

-2,629

-4,393

-381

101

23,197

0

-2

11,995

Finance income Interest income Other finance income

2,625 2,571 53

Finance costs (-) Interest expenses (-) Other finance costs (-) Share of profit (loss) from equity accounted investments

-412,180 -97,971 -11,157 -107,450 -61,714 -7,146 -52,162 -75,796 1,217 16,004

-27 9,205

39,724

8

106 -13 25,319 14,312

14,074 9,123

3,629 5,569

4,256 1,335 2,921

15,258 15,258

621 592 30

0

4,333 4,313 21

-1,806 -1,806

25,287 22,263 3,025

-1,215 -1,052 -163

-16,806 -16,566 -240

-5,163 -5,163

-331 -263 -68

0

-4,661 -3,665 -996

3,888 3,888

-24,288 -22,820 -1,468

58,836

5,700

31,216

-9,260

9,929

138

96,559

260

791

2

56

669

1,777

-1,007

-1,007

Profit (loss) before tax

78,716

21,545

57,335

27,926

9,985

-31,193

Income taxes Deferred taxes Current taxes

-2,010 -211 -1,799

984 2,924 -1,940

-7,542 1,173 -8,715

0

0

-1,096 786 -1,882

Profit (loss) after tax from continuing operations

76,706

22,529

49,793

27,926

9,985

-32,288

0

164,314 -9,664 4,672 -14,336

0

Profit (loss) after tax from discontinued operations

FINANCIAL STATEMENTS

18,229 3,613 14,401 214

1 -380

Other non-operating expenses (-)

Profit (loss) of the period Minority interests Share of the group

409,956 15,328 10,521 54,461 143,755 24,409 145,374 16,108

10,257 9,484 294 6,791 -6,312

294 6,791 -3,656

-13 -4,380

Other non-operating income

8

1,636

Profit (loss) on assets/liabilities designated at fair value through profit and loss Private equity Financial assets held for trading Investment property Derivative financial instruments 124

178,255

9,004 5,066

Operating expenses (-) -152,932 Raw materials and consumables used (-) -87,091 Changes in inventories (-) 1,690 Interest expenses Bank J.Van Breda & C° (-) Employee expenses (-) -27,042 Depreciation (-) -3,600 Impairment losses (-) -1,842 Other operating expenses (-) -35,196 Provisions 150 Profit (loss) from operating activities

70,597

TOTAL 2008

154,650 0

76,706 3,900 72,805

22,529 15,037 7,491

49,793 11,433 38,360

27,926 9,675 18,251

9,985 46 9,939

-32,288 1 -32,289

0

154,650 40,092 114,558

Note 5: Segment information – Cash flow statement 2008 (€ 1,000)

Segment 1 Segment 2 Segment 3 Contracting, Real estate Financial dredging & and services concessions related services

Segment 4, 5 & 6 AvH, sub- Eliminations holdings, between private segments equity & energy and materials

TOTAL 2008

I. CASH AND CASH EQUIVALENTS, OPENING BALANCE

37,186

11,919

10,654

165,788

Profit (loss) from operating activities Dividends from participations accounted for using the equity method Other non-operating income (expenses) Income taxes

6,114 449 276 -2,010

29,868

18,740 17

-36,637 17,741

297 984

-7,542

-1,096

16,004 18,207 573 -9,664

3,600 1,841 148 -150 211 -4

603 128 -47 -1,798 -2,924 -615

2,255 4,288 -4 10 -1,173 -15

688 45,944 438 -150 -786 -30

7,146 52,202 535 -2,088 -4,672 -665

10,476

26,496

16,576

26,112

-13,468 -4,246 -833

19,562 10,442 -19,791

208,100

-52,935

-4,328

-49,982

161,259 6,196 -74,933

-7,885

24,592

-61,545 -1,898

-4,130

-61,545 10,679

-504

4,319

276,086 -216

1,176

276,086 4,775

CASH FLOW FROM OPERATING ACTIVITIES

-2,992

46,058

224,676

-26,822

-2,082

238,837

Investments Acquisition of intangible and tangible assets Acquisition of investment property Acquisition of financial fixed assets New amounts receivable Acquisition of investments

-7,325 -4,972

-103,214 -13,719 -51,346 -38,088 -61

-420,845 -3,825

-95,962 -399

0

-6 -417,014

-87,455 -7,493 -614

-627,346 -22,916 -51,346 -127,792 -7,665 -417,628

Divestments Disposal of intangible and tangible assets Disposal of investment property Disposal of financial fixed assets Reimbursements of amounts receivable Disposal of investments

28,002 168

326,065 3

101,853 20

0

1 326,061

73,677 100 28,056

455,797 197 3,644 97,279 561 354,117

CASH FLOW FROM INVESTING ACTIVITIES

20,678

-103,337

-94,780

5,891

0

-171,548

2,571 -1,052 -110

16,236 -5,163 4

-1,554

-16,089

-107

4,769 -3,792 -920 -1,481 11,500 -46,124 4,276

-1,806 3,888

-1,476

1,335 -15,667 1,782 -90 94,582

23,105 -21,786 756 -1,571 108,705 -46,124 -13,473

CASH FLOW FROM FINANCIAL ACTIVITIES

-1,619

65,854

15,068

-31,772

2,082

49,612

II. NET VARIATION IN CASH AND CASH EQUIVALENTS

16,066

8,574

144,964

-52,703

0

116,901

-21,743

128 123

31,510

20,745

Non-cash adjustments Depreciation Impairment losses Share based payment (Decrease) increase of provisions (Decrease) increase of deferred taxes Other non-cash income (expenses) Cash flow Decrease (increase) of working capital Decrease (increase) of inventories and construction contracts Decrease (increase) of amounts receivable Decrease (increase) of receivables from credit institutions and clients (banks) Increase (decrease) of liabilities (other than financial debts) Increase (decrease) of debts to credit institutions, clients & securities (banks) Decrease (increase) other

Financial operations Interest received Interest paid Other financial income (costs) (Decrease) increase of treasury shares (Decrease) increase of financial debts Distribution of profits Dividends paid to minority interests

Change in consolidation scope or method Impact of exchange rate changes on cash and cash equivalents III. CASH AND CASH EQUIVALENTS, ENDING BALANCE

-2,242 -110

27,742 92

-123 6 3,644 -4,141 369

4,098

155,617

225,547 -2,082

-2,082

77,578

-15,830

-37,445 123

97,254

305,126

ANNUAL REPORT 2009

125

Note 6: Intangible assets (€ 1,000)

Patents, Goodwill trademarks and other rights

Computer Other software intangible assets

TOTAL

MOVEMENTS IN INTANGIBLE ASSETS – FINANCIAL YEAR 2008 Intangible assets, opening balance Gross amount Accumulated depreciation (-)

0 67 -67

0 2,451 -2,451

Investments Depreciations (-) Intangible assets, ending balance Gross amount Accumulated depreciation (-)

1,081 2,983 -1,902

0

1,081 5,501 -4,420

496 -393

496 -393 1,185 5,017 -3,833

0 67 -67

0 2,451 -2,451

1,185 2,499 -1,314

0 67 -67

0 2,451 -2,451

1,185 2,499 -1,314

MOVEMENTS IN INTANGIBLE ASSETS – FINANCIAL YEAR 2009 Intangible assets, opening balance Gross amount Accumulated depreciation (-) Investments Acquisitions through business divestiture Depreciations (-) Intangible assets, ending balance Gross amount Accumulated depreciation (-)

0

1,732 3 -355 0 67 -67

0 2,451 -2,451

1,185 5,017 -3,833 1,732 3 -355

2,564 4,197 -1,633

0

2,564 6,716 -4,152

Note 7: Goodwill 126

(€ 1,000)

2009

2008

140,675 143,865 -3,190

120,834 123,034 -2,200

MOVEMENTS IN GOODWILL Goodwill, opening balance Gross amount - fully consolidated participations Accumulated impairment losses - fully consolidated participations (-) Increase of the percentage of the participation Additions through business combinations Other increase (decrease) Goodwill, ending balance Gross amount - fully consolidated participations Accumulated impairment losses - fully consolidated participations (-)

19,841 92 -400 140,367 144,218 -3,851

140,675 143,865 -3,190

Goodwill from the acquisition by Anima Care of two residential senior care facilities was initially allocated to assets based on fair value. The balance amounted to K€ 92. Goodwill is principally attributable to Finaxis and to the subsidiaries held by Van Laere (mainly Groupe Thiran), Extensa and Bank J.Van Breda & C° (acquisition of inland shipping client portfolio in 2007). The 2008 increase is attributable to a larger holding in Finaxis (from 75% to 78.75%).

FINANCIAL STATEMENTS

Note 8: Tangible assets (€ 1,000)

Land Plant, Furniture and machinery and buildings and vehicles equipment

Other Assets Operating tangible under lease assets construction as & advance lessor payments (IAS 17)

TOTAL 2008

I. MOVEMENTS IN TANGIBLE ASSETS – FINANCIAL YEAR 2008 Tangible assets, opening balance Gross amount Accumulated depreciation (-)

41,864 49,232 -7,369

21,231 164,359 -143,128

3,701 13,981 -10,280

1,531 2,764 -1,233

19,973 19,973

1,948

4,068

1,537

243

14,624 6,919

-25 -2,592

-65 -1,234

-429

Investments Additions through business combinations Disposals through business divestiture (-) Depreciations (-) Transfer from (to) other items

-2,130 1,654

Tangible assets, ending balance Gross amount Accumulated depreciation (-)

43,336 52,835 -9,499

7,150 10,510 -3,360

-370 -10,837

22,682 167,950 -145,268

3,939 13,790 -9,851

1,345 2,917 -1,572

30,679 30,679

6,780 10,510 -3,730

95,449 260,819 -165,370 22,420 6,919 -91 -6,755 -9,183 108,761 278,680 -169,920

II. OTHER INFORMATION Finance leases Net carrying amount of tangible assets under finance lease Tangible assets acquired under finance lease

(€ 1,000)

42 72

42 72

Land Plant, Furniture and machinery and buildings and vehicles equipment

Other Assets Operating tangible under lease assets construction as & advance lessor payments (IAS 17)

TOTAL 2009

I. MOVEMENTS IN TANGIBLE ASSETS – FINANCIAL YEAR 2009 Tangible assets, opening balance Gross amount Accumulated depreciation (-)

43,336 52,835 -9,499

22,682 167,950 -145,268

3,939 13,790 -9,851

1,345 2,917 -1,572

30,679 30,679

6,780 10,510 -3,730

108,761 278,680 -169,920

Investments Additions through business combinations Disposals through business divestiture (-) Depreciations (-) Transfer from (to) other items Other increase (decrease)

1,958 16,332 -981 -2,825 1,807 128

573 610 -18 -2,944 -5 56

817 159 -28 -1,320 5 -1

424

621 44 -15

16

4,409 17,146 -1,042 -7,849 -29,195 183

59,755 75,047 -15,292

20,954 169,189 -148,235

3,571 14,359 -10,788

Tangible assets, ending balance Gross amount Accumulated depreciation (-)

-390

-370 -31,002

1,379 2,868 -1,489

327 327

6,426 10,526 -4,100

92,412 272,316 -179,904

II. OTHER INFORMATION Finance leases Net carrying amount of tangible assets under finance lease

27

27

The real estate from the acquisition of two residential senior care facilities in Aalst and Berlare resulted in an increase of 17.1 million euros in the tangible fixed assets. The decrease in “Assets under construction” is attributable to, on the one hand, the completion of the Bian and Montimmo buildings and, on the other, the reclassification of project developments to the balance sheet item “real estate investments” in accordance with the amended IAS 40.

ANNUAL REPORT 2009

127

Note 9: Investment property at fair value (€ 1,000)

Leased buildings

Operating lease as lessor IAS 40

TOTAL 2008

I. MOVEMENT IN INVESTMENT PROPERTY AT FAIR VALUE – FINANCIAL YEAR 2008 Investment property, opening balance Gross amount

460,968 460,968

Investments Additions through business combinations Transfers and disposals through business divestiture (-) Gains (losses) from fair value adjustments Transfer from (to) other items Other increase (decrease)

51,345 27,964 -7,157 7,161 9,183 -27

Investment property, ending balance Gross amount

1,980 1,980

-370

462,948 462,948 51,345 27,964 -7,157 6,791 9,183 -27

549,438 549,438

1,610 1,610

551,048 551,048

34,306 -1,620 -559

208

34,513 -1,620 -559

II. OTHER INFORMATION Rental income and operating expenses Rental income of investment property Direct operating expenses (incl. repair & maintenance) of leased buildings Direct operating expenses (incl. repair & maintenance) of non leased buildings Key figures – buildings in portfolio on 31-12-2008 Contractual rents Rental yield (%) Occupancy rate (%) Average duration of the leases till first break (# years)

(€ 1,000)

40,313 7.32% 96.69% 4.5

Leased buildings

128

Operating lease as lessor IAS 40

Project developments

TOTAL 2009

I. MOVEMENT IN INVESTMENT PROPERTY AT FAIR VALUE - FINANCIAL YEAR 2009 Investment property, opening balance Gross amount

549,438 549,438

1,610 1,610

Investments Transfers and disposals through business divestiture (-) Gains (losses) from fair value adjustments Transfer from (to) other items Other increase (decrease)

1,516 -19,580 12,868 619

230

Investment property, ending balance Gross amount

544,861 544,861

1,840 1,840

Rental income and operating expenses Rental income of investment property Direct operating expenses (incl. repair & maintenance) of leased buildings Direct operating expenses (incl. repair & maintenance) of non leased buildings

39,315 -1,908 -414

216 -3

Acquisition obligations Contractual obligations for the acquisition of investment property

53,658

0

551,048 551,048

14,787 -24,834 1,886 16,327

16,303 -24,834 -17,464 29,195 619

8,166 8,166

554,867 554,867

II. OTHER INFORMATION

Key figures – buildings in portfolio on 31-12-2009 (excluding development projects) Contractual rents Rental yield (%) Occupancy rate (%) Average duration of the leases till first break (# years)

39,531 -1,911 -414 53,658

41,178 7.53% 97.00% 3.8

In accordance with the amended IAS 40, project developments have since 2009 been measured at fair value and included under the item “real estate investments”. In 2009, Leasinvest Real Estate sold the Bian office building in Luxembourg and its investments amounted to 16.3 million euros. The negative portfolio fluctuations (-17.5 million euros) primarily concern Leasinvest Real Estate’s Belgian portfolio and are the result of higher market capitalisation rates applied by the external real estate expert pursuant to the general trend on the property market.

FINANCIAL STATEMENTS

The purchase obligations relate to the acquisition by Leasinvest Real Estate of 100% of the shares in Canal Logistics Brussels NV and the definitive awarding at the end of 2009 to the consortium Algemene Aannemingen Van Laere - Leasinvest Real Estate of the public contract for the construction of the State Archives with an underground car park in Bruges.

Valuation of investment properties The investment properties are valued at fair value, whereby changes in value are recorded in the income statement. Leased buildings and project developments The fair value of leased buildings and project developments is determined annually, based on valuation reports. Operating leasings as lessor – IAS 40 Operating leasings whose purchase option takes into account the market value are qualified as investment properties. In other cases, these contracts are considered to be operating leases in accordance with IAS 17.

Note 10: Participations accounted for using the equity method (€ 1,000)

2009

2008

Contracting, dredging and concessions Real estate and related services Financial services Private equity Energy and materials AvH and subholdings

292,621 80,380 314,753 27,255 96,305 3,221

258,399 86,517 290,942 26,277 61,233 3,088

Total

814,536

726,457

Goodwill allocated to the equity value

TOTAL 2009

PARTICIPATIONS ACCOUNTED FOR USING THE EQUITY METHOD

(€ 1,000)

Equity value

MOVEMENTS IN PARTICIPATIONS ACCOUNTED FOR USING THE EQUITY METHOD Participations accounted for using the equity method: opening balance Additions Disposals (-) Share of profit (loss) from equity accounted investments Impairments accounted for in the results (-) Foreign currency exchange increase (decrease) Impact of dividends distributed by the participations (-) Transfer (to) from other items Other increase (decrease) Participations accounted for using the equity method: ending balance

129

681,977

44,479

726,457

9,884

15,125

-1,316 -31,160 1,587 -1,109

-2,393 -79

25,009 0 103,267 -5,727 -1,316 -31,160 -806 -1,188

763,130

51,405

814,536

103,267 -5,727

Directly held participations accounted for using the equity method IAS 31 offers the option of including jointly controlled subsidiaries in the consolidated accounts according to the proportional consolidation or the alternative equity method. AvH has opted for the equity method and applies this method to its participations DEME (50%), Rent-A-Port (45%), Delen Investments (78.75%), GIB Group (50%), BDM-ASCO-BtB (50%), Sipef (20.9%), Henschel Engineering (50%), Telemond Holding (50%), Max Green (19.7%) and Oriental Quarries & Mines (28%). This balance sheet item also comprises the directly held participations in Cobelguard (39.6%), Groupe Financière Duval (30%), Promofi (15%), Sagar Cements (14.9%), Gulf Lime (35%) and Alcofina (30%). The transition to IFRS has not yet been completed at Alcofina, which implies that goodwill allocation will only take place in 2010. As a result, the full acquisition value has been entered in the “equity method value” column. Indirectly held participations accounted for using the equity method The companies involved in the Tour & Taxis project (50%) and the real estate projects in Romania, Turkey and Slovakia are the main participations. They are held by the fully consolidated subsidiary Extensa. AvH’s strategy to also focus on emerging markets (e.g. India, Brazil and Indonesia) and on sectors such as renewable energy and raw materials (e.g. Alcofina, Sagar Cements, Oriental Quarries & Mines, Max Green) led to investments totalling 24.8 million euros in the energy and materials segment in 2009. The share in the profits of the equity accounted companies was strongly influenced by the contributions from DEME (51.5 million euros), Delen Investments (34.6 million euros) and Sipef (9.0 million euros). These holdings also paid out the largest dividends in 2009. In 2009, Extensa booked goodwill impairments on its participations in a retail park in Focsani (2.6 million euros) and in Deva (3.1 million euros), both in Roumania. The valuation of the operational retail park in Focsani is based on an external assessment. The valuation of the retail park under construction in Deva is based on an estimation of the rental income and a yield in line with the market.

ANNUAL REPORT 2009

Note 11: Financial assets 1. Financial assets and liabilities per category (€ 1,000)

Fair value

Book value

2009

2008

2009

2008

320,805

321,741

320,805

321,741

6,562

11,006

6,562

11,006

22,363 569,957

22,048 519,918

22,363 569,957

22,048 519,918

52,398 133,390 53,569 61,426 102,215 87,149 2,365,422

48,174 129,467 96,875 48,825 118,499 186,626 2,205,021

52,398 124,138 53,569 61,426 102,215 87,149 2,239,667

48,174 121,968 96,875 48,825 118,499 186,626 2,111,872

7,987

9,119

7,987

9,119

271,465 85,828 32 109,027

276,586 81,526 46 140,764

275,644 81,311 32 109,027

287,338 78,450 46 140,764

53,378 2,893 14,416 23,475

44,234 2,916 11,810 41,894

53,378 2,893 14,416 23,475

44,234 2,916 11,810 41,894

2,607,827

2,561,702

2,643,072

2,586,577

28,458

22,897

28,458

22,897

FINANCIAL ASSETS Financial assets designated at fair value through P/L Private equity participations Financial assets held for trading Financial assets of the trading portfolio Available for sale financial assets Non-current financial assets available for sale Investments available for sale Receivables and cash Receivables and warranties Financial lease receivables Other receivables Trade debtors Time deposits for less than three months Cash Banks – receivables from credit institutions & clients Hedging instruments FINANCIAL LIABILITIES Financial liabilities valued at amortised cost Financial debts Bank loans Surbordinated loans Financial leases Other financial debts 130

Other debts Trade payables Advances received on construction contracts Amounts payable regarding remuneration and social security Other amounts payable Banks – debts to credit institutions, clients & securities Hedging instruments

(€ 1,000)

2009 Level 1

Level 2

2008 (1)

Level 1

320,805

4,149

Level 3

Level 2

Level 3(1)

FINANCIAL ASSETS Financial assets designated at fair value through P/L Private equity participations Financial assets held for trading Financial assets of the trading portfolio Available for sale financial assets Non-current financial assets available for sale Investments available for sale Hedging instruments

5,222

1,340

10,140

22,363 569,957

317,592 866 22,048

519,918 7,987

9,119

28,458

22,897

FINANCIAL LIABILITIES Hedging instruments (1) More details can be found in note 11.4 Private equity participations.

The fair value of the securities in the trading and investment portfolio is determined by means of the public market price (level 1). For hedging instruments, this is the current value of future cash flows while taking account of the applicable swap rate and volatility (level 2).

FINANCIAL STATEMENTS

Financial assets valued at fair value through profit and loss are equity instruments belonging to the investment portfolio of Sofinim, and this includes the jointly controlled subsidiaries and the associated participations. At the moment of acquisition, the fair value equals the acquisition price as agreed upon in a transaction with a third party. For subsequent periods, this value is adjusted based on the results of the entity in question. For listed shares, the fair value is in principle the trading price, except in cases where this price is deemed not to be representative for the participation in question due the size of the participation percentage and the share’s market liquidity. In such case, the above mentioned valuation is taken into account. It has to be noted that the sensitivity of the fair value, besides exceptional adjustments, is mainly influenced by the realized results and the dividends distributed by the participation. This fair value can therefore deviate from a valuation based on market multiples or stock market valuations of other companies.

(€ 1,000)

Realised gains (losses) 2009

Financial assets designated at fair value through P/L Financial assets held for trading Available for sale financial assets Receivables and cash Hedging instruments Banks – receivables from credit institutions & clients

5,991 11 3,410

Financial assets valued at amortised cost Hedging instruments Banks – debts to credit institutions & clients

Interest income (expense) 2009 187 15,141 16,137 16,644 101,601

Realised gains (losses) 2008

Interest income (expense) 2008

14,074 435 25,558

285 15,235 19,796 30,270 113,200

-14,747 -26,288 -46,896

-22,820 -24,710 -82,740

2. Credit risk The credit risk of NMP is hedged by the conclusion of long term contracts whereby the pipeline network is made available to third parties for transport of their products. As all clients of NMP are large national and international corporations, the risk for discontinuing income is estimated to be rather low. Leasinvest Real Estate aims at a good spread both in terms of the number of tenants and the sectors in which these tenants are active in order to limit the number of bad debts and bankruptcies by tenants. In addition, the company looks for creditworthy tenants and the signing of long-term lease agreements to ensure the recurrent rental income flow and therefore increase the duration of the lease agreements. Extensa Group is a company active, directly or indirectly (through participations) in real estate investments and projects. The tenant risk within the current real estate portfolio is managed by concluding long term leases with creditworthy tenants active in a wide range of economic markets. Prior to the signing of a new development project, an extensive analysis of the related technical, legal and financial risks is made. For the credit risk regarding the lease portfolio of Bank J.Van Breda & C° we refer to the credit policy as described in note 12. The private equity segment and AvH and subholdings invest for the long term in a limited number of companies with international growth potential. The diversified character of these investments contributes to a balanced spread of the economic and financial risks. Furthermore, AvH usually finances these investments with shareholders’ equity.

(€ 1,000)

TOTAL

Not expired

Expired < 30 days

Expired < 60 days

Expired < 120 days

Expired > 120 days

321,741 11,006 541,966 315,842

321,741 11,006 541,966 298,293

10,232

2,107

4,934

276

320,805 6,562 592,320 291,530

320,805 6,562 592,320 251,421

24,098

7,575

6,050

2,386

EXPIRY BALANCE SHEET 2008 Financial assets designated at fair value through P/L Financial assets held for trading Available for sale financial assets Receivables EXPIRY BALANCE SHEET 2009 Financial assets designated at fair value through P/L Financial assets held for trading Available for sales financial assets Receivables

The expired receivables relate to construction contracts of Van Laere and the lease portfolio of Bank J.Van Breda & C°. Overdue receivables usually relate to disagreements between the client and the contractor Van Laere. The appointment of experts and the reception of their report can take months and often results, in the meantime, in payment suspensions. Expected losses on construction contracts are adequately foreseen through impairments on construction contracts, recorded in the balance sheet item ‘construction contracts’ (note 13). These losses take into account possible impairments on trade receivables, which explain the low accumulated impairments on trade receivables.

ANNUAL REPORT 2009

131

(€ 1,000)

Financial assets designated at FV through P/L

Financial assets held for trading

Available for sale financial assets

Receivables

0

-30,156 -46,093 3 133

-21,163 -1,460 335 1,719

-8,603

0

-76,114

-20,569

Accumulated impairments – opening balance Changes in consolidation scope Impairments recorded during the financial year Impairments reversed during the financial year Impairments cancelled owing to sales and disposals during the financial year Other changes

-8,603

0

-76,114

-20,569 -34 -1,229 560 6,878 -166

Accumulated impairments – ending balance

-8,603

FINANCIAL YEAR 2008 Accumulated impairments – opening balance Impairments recorded during the financial year Impairments reversed during the financial year Impairments cancelled owing to sales and disposals during the financial year Accumulated impairments – ending balance

-11,177 2,574

FINANCIAL YEAR 2009

717 6,528 0

-68,869

-14,560

The impairments on financial assets designated at fair value through profit and loss relate to the private equity segment, which comprises a number of old investments, impaired in the past, namely Brepols, Lamitref and Net Fund Europe. The financial assets available for sale show an accumulated impairment of 69 million euros, mainly attributable to the AvH and subholdings segment. The primary impairment being that recorded for Fortis shares in 2008 (-44.3 million euros). Moreover, a number of impairments relate to old investment dossiers (e.g. Belcadi -13.9 million euros). The winding up of All Equity Holdings, Cruiser and BMH resulted in cancellations of 6.5 million euros. Bank J.Van Breda & C°’s lease portfolio includes 11.2 million euros in old cumulated impairments.

(€ 1,000) 132

Financial assets designated at FV through P/L

Financial assets held for trading

Available for sale financial assets

FINANCIAL YEAR 2008 Amount of personal guarantees, given or irrevocably promised by the enterprises included in the consolidation, as security for third parties’ debts or commitments Commitments to acquire fixed assets Commitments to dispose of fixed assets

23,589

68

3,938 123,614

FINANCIAL YEAR 2009 Amount of personal guarantees, given or irrevocably promised by the enterprises included in the consolidation, as security for third parties’ debts or commitments Commitments to acquire fixed assets Commitments to dispose of fixed assets

23,591 5,310 123,466

We refer to note 21 ‘Rights and commitments not reflected in the balance sheet’ for further explanation.

FINANCIAL STATEMENTS

68

Receivables and debts

3. Exchange rate risk As Extensa Group is present in Turkey and Romania, local activities there are subject to the exchange rate of the local currencies, in particular the USD in Turkey and the RON in Romania. Extensa Group has no direct exposure to the RON (rental income in euros), but is confronted with weaker retailers who are impacted by a decreased consumption and a weaker RON. In some cases, temporary rental reductions were conceded. In Turkey, Extensa has a USD exposure on project margins from the sale of real estate. Although this USD cash might be invested in other local opportunities, Extensa Group considers to hedge against the exchange rate risk on the project margins (in excess of 10 million USD) for at least 50% in the first semester of 2010. The exchange rate risk of Bank J.Van Breda & C° is limited, as the bank only operates in Belgium and the nature of its clients is such that it does not hold any significant own currency position. AvH has two investments in INR, i.e. a 14.9% holding in Sagar Cements and a 28% holding in Oriental Quarries and Mines (India). Moreover, in 2009 AvH invested in Alcofina (30%), which holds a 45.3% stake in the Swiss trading company Alcotra, one of the biggest exporters of Brazilian bioethanol. The remaining fully consolidated participations are not subject to an exchange rate risk since they mainly operate in the eurozone. Various non-fully consolidated participations such as DEME and Sipef, as well as Hertel, Manuchar, Henschel and others, operate to a significant extent outside the euro zone. The exchange rate risk in each of these cases is followed up and controlled at the level of the participation itself. The exchange rates below have been used to convert the balance sheets and results of the foreign entities into euro: Closing rate

Average rate

1.4405 4.2363 67.1141 2.1547 5.2938

1.3926 4.2399 67.5676 2.1631 5.1151

2009

2008

Private equity participations: opening balance Additions Disposals (-) Profit (loss) on private equity participations designated at fair value through profit and loss Other increase (decrease)

321,741 8,304 -8,224 -964 -52

344,692 11,502 -43,937 9,484

Private equity participations: ending balance

320,805

321,741

US Dollar (USD) Romanian Lei (RON) Indian Rupie (INR) Turkish Lire (YTL) United Arab Emirates-Dirham (AED)

4, Private equity participations (€ 1,000) PRIVATE EQUITY PARTICIPATIONS – FAIR VALUE

In accordance with IAS 31 and IAS 28 the jointly controlled subsidiaries and associated participating interests, held by Sofinim, the private equity vehicle from the AvH group, are valued at fair value, whereby changes in value are recorded in the income statement (IAS 39). The private equity participations contribute to the result through changes in fair value and cash income from distribution of dividends.

ANNUAL REPORT 2009

133

(€ 1,000)

Shareholders %

AR Metallizing Alural Arcomet Beheer Atenor Axe Investments Blomhof Cindu Distriplus De Steeg Egemin Int Engelhardt Euro Media Group Hertel Holding IDIM (sold in 2009) I.R.I.S. (sold in 2009) Manuchar NMC Oleon Holding Oleon Biodiesel Spano Invest Synvest - Corelio Turbo’s Hoet Sany-Turbos-Hoet.com

100.00% 60.00%

-1,583 -120

12.01% 48.34% 20.54% 50.00% 50.00% 50.00% 29.76% 97.50% 22.00% 40.54%

-636 1,499 -28 -979 -3,679

30.00% 30.66%

2,277 571

72.92% 49.99% 50.00% 33.33%

-2,122 307 243 -118

Contributions Sofinim participations Financière Flo - Groupe Flo (equity method) Trasys Group - Trasys (equity method)

Fair value change

Cash income

1,573 406

348 -472 569 2,958

-964

270 1,426

3,674

Total

Group share 2009

Group share 2008

-1,583 -120

-1,172 -89

937 1,499 -28 -574 -3,679

693 1,109 -21 -424 -2,722

348 -472 569 2,958

258 -349 421 2,188

2,547 1,996

1,885 1,477

-2,122 307 243 -118

-1,570 227 180 -87

1,175 270 85 3,667 -2,454 96 551 -7,337 -106 297 343 120 3,772 -251 -1,303 1,194 1,595 4,369 424 1,306 431 2,557 0

2,710

2,006

10,803

546 872

-10,150 885

3,423

1,537

33.00% 40.97%

Contributions private equity participations(1)

(1) See separate enclosure ‘Key figures’ - consolidated group result.

Comments to the private equity participations at fair value

134

In 2009, the private equity segment contributed 7.8 million euros (3.4 million euros excluding capital gains) to the group result. Notwithstanding the impact of the financial crisis on the most cyclical and consumer-driven participations and the associated restructuring costs, the majority of companies were successful in either maintaining their positions or limiting their losses. In this respect, the improvement during the last quarter was most noticeable, with positive contributions almost throughout the entire portfolio. In 2009, AvH invested 15.8 million euros in follow-up investments, mainly at Manuchar, Groupe Flo, Spano and Hertel. In the consolidated balance, these investments can be found under private equity participations (8.3 million euros) and receivables (7.5 million euros). In 2009, the participations in IDIM and I.R.I.S. were sold, leading to a total divestment (including capital gains) of 14.3 million euros. As at December 31, the private equity segment had 457.1 million euros shareholders’ equity (including minority interests). This includes the share of participations held through GIB (Groupe Flo and Trasys) for an amount of 27.3 million euros. On the basis of the stock prices as at December 31, 2009, the market value of Atenor exceeds the value at which this participation is recorded in the balance sheet at December 31, 2009 by 6.6 million euros. The book value of the interest in Groupe Flo, however, shows an (unrealised) capital loss of 15.7 million euros based upon the stock price.

5. Available for sale financial assets (€ 1,000)

Financial fixed assets

Investments

Available for sale financial assets: opening balance at fair value Available for sale financial assets - carrying amount Available for sale financial assets - adjustment to fair value

20,088 20,088 0

612,208 492,469 119,740

Additions Actuarial return Disposals (-) Increase (decrease) through changes in fair value Impairment losses recognised in the income statement (-) Other increase (decrease)

13,625

380,513 -978 -323,250 -103,255 -45,320

Available for sale financial assets: ending balance at fair value Available for sale financial assets - carrying amount Available for sale financial assets - adjustment to fair value

22,048 22,048 0

AVAILABLE FOR SALE FINANCIAL ASSETS – FINANCIAL YEAR 2008

FINANCIAL STATEMENTS

-1,648 -773 -9,243

519,918 517,745 2,173

5. Available for sale financial assets (continued) (€ 1,000)

Financial fixed assets

Investments

22,048 22,048 0

519,918 517,745 2,173

450

567,915 -6,604 -536,272 24,999

AVAILABLE FOR SALE FINANCIAL ASSETS – FINANCIAL YEAR 2009 Available for sale financial assets: opening balance at fair value Available for sale financial assets - carrying amount Available for sale financial assets - adjustment to fair value Additions Actuarial return Disposals (-) Increase (decrease) through changes in fair value Impairment losses recognised in the income statement (-) Transfer from (to) other items

-1,233 350 748

Available for sale financial assets: ending balance at fair value Available for sale financial assets - carrying amount Available for sale financial assets - adjustment to fair value

22,363 22,363 0

569,957 549,249 20,708

The item ‘Available for sale financial fixed assets’ comprises mainly the participations in Koffie F. Rombouts, Belfimas, Asco Life and Tikehau SS Fund Ltd. In 2009, 0.5 million euros were added to Tikehau SS Fund and AvH’s participation in Koffie Rombouts dropped under the 20% threshold. Moreover, the impairments on Asco Life and TSS Fund were partially reversed for an amount of 0.4 million euros.

The investments consist of: (€ 1,000)

OLO-portfolio of Bank J.Van Breda & C° KBC Fortis CNP Retail Estates (Extensa & Leasinvest Real Estate) Other

Number of shares

Fair value

400,000 2,782,844 95,044 256,704

530,397 12,170 7,297 3,536 10,780 5,778 569,957

The acquisitions and transfers were to a great extent carried out by Bank J.Van Breda & C°. The AvH and sub-holdings segment sold 783,429 KBC shares as well as the remaining 250,313 Telenet shares in 2009 (of which AvH: 24,935 shares, Sofinim: 225,378 shares). Unrealised capital gains on investments once again reached 20.7 million euros. The breakdown per segment of the fair value of the investments is as follows: (€ 1,000)

Fair value

Financial services (mainly Bank J.Van Breda & C°) AvH & subholdings Real estate and related services Private equity Contracting, dredging and concessions Energy and materials

530,397 28,779 10,780 1 0 0 569,957

Credit risk of the investment portfolio Bank J.Van Breda & C° The credit profile of the investment portfolio has for years now deliberately been kept very low. The bank invests only in bonds, 96% of which are issued by high quality European governments. The investment framework submitted annually to the board of directors for approval defines what can be invested in and what limits apply. The table below gives the composition of the investment portfolio according to rating, sector, currency and final maturity.

Composition of the investment portfolio 31/12/2009 Rating (Standard & Poors) Aaa Aa1 Aa2 A2 A3 No rating

64.0% 25.8% 7.0% 1.8% 0.9% 0.5%

Sector Governments Financial Others

Remaining duration 95.6% 3.9% 0.5%

2017

29% 56% 14% 1%

Currency EUR

100%

ANNUAL REPORT 2009

135

Note 12: Banks – Receivables from credit institutions and clients (€ 1,000)

Fair value

Book value

2009

2008

2009

2008

Domestic credit institutions Foreign credit institutions

28,820 6,162

22,527 15,550

28,827 6,185

22,518 15,548

Total credit institutions

34,982

38,077

35,012

38,066

Bills and own acceptances Investment credits and financing Mortgage loans Term loans / straight loans Current accounts Other

4,245 1,511,210 415,813 341,703 43,467 14,002

1,400 1,387,615 359,153 339,065 58,211 21,500

4,246 1,412,083 392,319 338,538 43,467 14,002

1,394 1,315,031 342,427 335,243 58,211 21,500

Total clients

2,330,440

2,166,944

2,204,655

2,073,806

TOTAL RECEIVABLES FROM CREDIT INSTITUTIONS AND CLIENTS

2,365,422

2,205,021

2,239,667

2,111,872

I. CLAIMS ON CREDIT INSTITUTIONS

II. LOANS AND ADVANCES TO CLIENTS

The full consolidation of Bank J.Van Breda & C° results in the inclusion of the specific banking receivables and debts in the balance sheet of AvH. These items have been centralized in order to keep the balance sheet as transparent as possible. The loans and advances to clients comprise the following: • loans granted to family entrepreneurs and the liberal professions. The many entrepreneurs and practitioners of liberal professions who have become clients in recent years entrust an ever increasing share of their banking business to the bank; • car financing provided by Van Breda Car Finance, a full subsidiary of the bank. The loans to clients increased with 6%. Credit risk

136

The credit portfolio of Bank J.Van Breda & C° is very widely spread throughout the well-known customer base of local entrepreneurs and professionals. The bank applies concentration limits per sector and maximum credit amounts per client. The credit portfolio is divided into risk categories, each of which is monitored in its own specific way. The board of directors receives twice a year a report on credit facilities in the highest risk category, ‘uncertain development’. In the context of Basel II, Bank J.Van Breda & C° has opted for the standardized approach. Debts which become doubtful are transferred to the Litigation department. There are specific criteria for mandatory transfer when specific events arise with our clients, borrowers or guarantors. Write-downs are entered in the accounts for credit facilities in the highest risk category ‘uncertain development’ and debts that become doubtful. (€ 1,000)

TOTAL

Not expired

Expired 30 days 60 days >120 days 1 year < 5 years

> 5 years

40,584

88,925

9,072

33,918

80,345

7,549

TOTAL 2009

< 1 year

> 1 year < 5 years

> 5 years

TOTAL 2008

138,581

39,713

88,451

10,834

138,998

121,812 16,769

32,853

78,771

8,317

119,941 19,057

I. LESSOR – Finance lease Total gross investment Present value of minimum lease payment receivables Unearned finance income Accumulated allowance for uncollectible minimum lease payments Lease debtors

2,326

11,145 2,326

2,027

10,700 2,027

3,068

998

685

99

1,782

33

17

29

3

49

-1

-2

-1

32

15

28

II. LESSOR - Operating lease Future minimum lease payments under non-cancellable operating leases

945

2,053

17

16

70

III. LESSEE - Finance lease Minimum lease payments payable - gross Minimum lease payments payable interest (-) Present value of minimum lease payments payable

-1 16

16

0

Lease-payments payable for each class of tangible assets: Plant, machinery and equipment

-3 3

32

46 46

IV. LESSEE – Operating lease Future minimum lease payments under non-cancellable operating leases Contingent rents recognized in income

13

35

0

48 1,685

28

52

2

82 1,642

The lease debts are reported in the note ‘Financial debts’ (p. 138).

ANNUAL REPORT 2009

Note 15: Provisions (€ 1,000)

Warranty provisions

Legal proceeding provisions

Onerous Environmental Other contracts provisions provisions provisions

TOTAL

PROVISIONS – FINANCIAL YEAR 2008 Provisions, opening balance Additional provisions Increase of existing provisions Amounts of provisions used (-) Reversal of unused amounts of provisions (-) Provisions, ending balance

4,500

48

515

28 2

165

167

2,080

6,960

616 -1,558

1,158 2 -1,056 -1,751

-1,056 -26

-1

-165

3,933

77

0

167

1,137

5,315

3,933

77

0

167

1,137

5,315

173

49 1 15

2,259 171

-20

-16

2,308 344 15 -1,021 -36

3,551

6,925

PROVISIONS - FINANCIAL YEAR 2009 Provisions, opening balance Additional provisions Increase of existing provisions Increase through business combinations Amounts of provisions used (-) Reversal of unused amounts of provisions (-)

-1,021

Provisions, ending balance

3,085

122

0

167

1.0 million euros of the 6.9 million euros provisions relate to rental guarantees provided by the real estate segment.

Note 16: Financial debts (€ 1,000)

Remaining term

Remaining term

< 1 year

> 1 year < 5 years

> 5 years

Bank loans Subordinated loans Finance leases Other financial debts

16,860 7,015 16 108,755

243,812 38,747 13 271

Total

132,647

282,843

138

TOTAL 2009

< 1 year

> 1 year < 5 years

> 5 years

TOTAL 2008

14,972 35,549 3

275,644 81,311 32 109,027

61,444 9,462 15 132,205

214,898 42,396 31 8,559

10,996 26,592

287,338 78,450 46 140,764

50,524

466,014

203,126

265,884

37,588

506,598

I. FINANCIAL DEBTS

Liquidity risk The financial debts, after intercompany elimination, relate to the following segments:

Contracting, dredging and concessions Real estate and related services Financial services Private equity Energy and materials AvH & subholdings Intercompany

ST

LT

1,888 109,138 7,015 0 10 14,605 -10

15,660 257,299 82,471 0 0 13 -22,075

132,647

333,367

The debts taken on by NMP to finance the construction of pipelines (14.4 million euros) make the biggest contribution to the ‘Contracting, dredging & concessions’ financial debts. The entire capital and interest charges are passed on to the pipeline user when the pipelines are made available to third parties.

FINANCIAL STATEMENTS

Leasinvest Real Estate and Extensa Group have the necessary long term credit facilities and backup lines for their commercial paper lines with their banks to cover the existing and future investment needs. The financing risk is covered by these credit facilities and backup lines. The liquidity risk is limited by spreading the financing over a number of banks and by diversifying the maturity dates of the credit facilities. The ‘financial services’ financial debts include the subordinated loans from Bank J.Van Breda & C° and Finaxis. The specific banking debts are reported in note 17. Practically all of the ‘AvH and subholdings’ financial debts correspond to the commercial paper issued by AvH. AvH and AvH-CC dispose of confirmed credit lines, spread over different banks, which largely exceed the commercial paper liabilities. Over and above the financial debts in the form of commercial paper, the segment still has 41,229 (000) euros in debts vis-à-vis other group companies (concerning participations that place a part of their cash surpluses on deposit with AvH Coordination Centre). These sums are of course eliminated in consolidation.

(€ 1,000)

2009

2008

II. AMOUNTS PAYABLE (OR THE PORTION THEREOF), WHICH ARE GUARANTEED BY REAL GUARANTEES GIVEN OR IRREVOCABLY PROMISED ON THE ASSETS OF THE ENTERPRISES INCLUDED IN THE CONSOLIDATION Bank loans Other financial debts Total

65,578 39,846

98,640 15,350

105,424

113,990

Note 17: Banks – Debts to credit institutions, clients and securities (€ 1,000)

Fair value

Book value

2009

2008

2009

2008

Current accounts / overnight deposits Deposits with agreed maturity Other deposits

834 157,644 93,681

869 158,059 115,962

834 157,617 93,318

869 157,860 115,963

Total

252,159

274,890

251,769

274,692

937,631 632,539

588,324 1,070,088

979,832 621,246

620,138 1,063,889

14,454 594,832 39,771 1,103

15,072 370,158 47,134 1,103

15,795 600,009 39,772 1,103

16,512 369,114 47,138 1,103

2,220,330

2,091,879

2,257,757

2,117,894

Certificates of deposits Customer saving certificates Non-convertible securities

121,261 5,941 8,136

177,261 10,016 7,656

119,758 5,799 7,989

176,294 9,939 7,759

Total

135,338

194,933

133,546

193,992

2,607,827

2,561,702

2,643,072

2,586,577

I. DEBTS TO CREDIT INSTITUTIONS

II. DEBTS TO CLIENTS Current accounts / overnight deposits Deposits with agreed maturity Other deposits • special deposits • regulated deposits • other deposits • deposit guarantee system Total III. SECURITIES INCLUDING BONDS

TOTAL DEBTS TO CREDIT INSTITUTIONS, CLIENTS AND SECURITIES

The full consolidation of Bank J.Van Breda & C° results in the recording of specific bank receivables and debts in the balance sheet of AvH. These items were centralized for maximum transparency of the balance sheet. The external institutional funding (inter-bank + securities invested with institutional investors) involves only 7.7% of the balance sheet total of Bank J.Van Breda & C°. The principal source of financing is the bank’s clientele: many thousands of local entrepreneurs and professionals use Bank J.Van Breda & C° for their investments and daily operations. This gives the bank a stable source of funding, where the volumes are spread over a large group of clients.

ANNUAL REPORT 2009

139

Liquidity risk Bank J.Van Breda & C° The bank’s liquidity risk is monitored constantly by means of pro-active treasury management, within the lines defined by Asset & Liability Management. Treasury surpluses considerably increased during 2008, and in 2009 as well the bank had an ample liquidity position characterised by treasury surpluses. For its liquidity management, the bank uses, among other things, liquidity reports, ratio analyses and short- and long-term volume prognoses. The bank also applies an internal liquidity ratio which contrasts the liquid assets and available liquidity from the investment portfolio with short-term commitments. The ratios remained within the limits approved by Asset & Liability Management. A new element in 2009 was the quarterly calculation of two ratios imposed by the BFIC (Banking, Finance and Insurance Commission), which the bank incorporated into its monthly follow-up. In this connection, the bank always met the standards set out by the BFIC. The table below shows the assets and liabilities grouped together per maturity period. As the result of a considerable increase in deposits with a term of 1 to 5 years, the liquidity gap for periods < 12 months was decreased further. Liquidity gap (€ mio)

≤ 1 month 1-3 months 3-12 months 1-5 years

5-10 years > 10 years

Total

31/12/2009 Assets Liabilities

399 810

140 436

432 511

1,221 838

477 52

306 327

2,975 2,975

-411

-296

-80

383

425

-21

0

Assets Liabilities

511 1,019

131 457

294 471

1,151 608

524 41

294 310

2,905 2,905

Gap

-508

-326

-177

543

483

-16

0

Gap 31/12/2008

The table takes the assumptions made for products without maturity (for instance current and savings accounts) into account. The bank uses assumptions which are in line with BFIC guidelines. Moreover, the bank has a substantial portfolio of high-quality bonds that can be used as a buffer to absorb liquidity fluctuations in the treasury position. At the end of 2009 this portfolio amounted to 537 million euros. 140

Note 18: Financial instruments Interest rate risk Bank J.Van Breda & C° The bank adopts a cautious policy regarding the interest rate risk, well within the standards set by the BFIC (Banking, Finance and Insurance Commission). In areas where the durations of assets and liabilities do not match sufficiently, the bank introduces hedging instruments to correct the balance. This is done with a combination of rate swaps (which convert the variable interest rate commitments into fixed commitments) and options (which provide protection against a rise in interest rates above given levels). The interest rate risk is measured, among other things, using the Basis Point Value methodology. In 2009, a gradual decrease of the interest rate risk was chosen. As at December 31, 2009, a parallel increase of the interest rate curve as a whole by 1 base point, or 0.01%, would influence the interest result by -13,569 euros. At the end of 2008, this was still -39,689 euros. Interest rate risk other fully consolidated participations NMP is not subject to any interest rate risk as the interest charges are passed on in full to the users when the pipelines are made available to third parties. The hedging policy of Leasinvest Real Estate is geared to securing the interest rate risk for around 80% of the financial debts for a 3 year period. As the debt financing of Leasinvest Real Estate is based on a floating interest rate, there is a risk that financing costs will rise with an interest rate increase. This interest rate risk is covered by financial instruments such as spot & forward interest rate collars and interest rate swaps. The maturity dates of the interest rate hedges are between 2010 and 2017. In 2009, Leasinvest Real Estate took advantage of historically low interest rates to increase the duration of its hedges from 2.6 to 3.3 years by concluding new forward caps, interest rate swaps and payer swaptions. The purpose of Extensa Group is to secure a minimum hedge of 50% on consolidated floating credits on the short term. Since the 40 million euros hedges came to an end beginning 2010, the management considers negotiating in the first semester of 2010 a hedge of minimum 40 million euros on a horizon of at least four to five years. Practically all of the financial debts of the private equity and AvH & subholdings segments correspond to the commercial paper (14.3 million euros at the end of 2009) issued by the AvH. There is no remaining hedging contract at the end of 2009. Sensitivity analysis for the interest rate risk If Euribor rises by 1%, this will mean an interest charge increase of 0.8 million euros (Extensa), 0.6 million euros (Leasinvest Real Estate) and 0.1 million euros (AvH and subholdings). However, this does not take into account the impact we would observe on the assets.

FINANCIAL STATEMENTS

(€ 1,000)

Notional amount 2009

Book value 2009

Notional amount 2008

Book value 2008

PORTFOLIO HEDGE OF INTEREST RATE RISK Assets Cash flow hedges < 1 year > 1 year

50,076

78 0 78

348,426

766 26 740

Cash flow hedges < 1 year > 1 year

384,636

18,174 247 17,927

435,364

14,949 507 14,442

(€ 1,000)

Profit 2009

Loss 2009

Profit 2008

Loss 2008

Liabilities

FAIR VALUE ADJUSTMENTS IN HEDGE ACCOUNTING CASH FLOW HEDGE OF INTEREST RATE RISK Fair value changes of the hedging instruments - ineffective portion Taking into result of the initial net asset value of hedging instruments according to the expected cash flow pattern as from the start

27

-660

-905

-1,165

-1,328

Accounted in shareholders’ equity Fair value changes of the hedging instruments - effective portion

Accounted in shareholders’ equity

-7,932

Discontinuation of cash flow hedging

-21,956

4

-4,530

-8

Derivative financial assets held for trading By nature

By type

141

Book value Assets 2009

Notional amount

Liabilities 2009

(€ 1,000) Interest

Option Cap/Floor/ Collar IRS FRA Other

Shares

Equity option Other Currency (FX) FX forward FX option Total < 1 year > 1 year Bonds in trading Shares in trading

207 684

3,397

4,518 14 6,484

4,357 52

1,580 78 906

To receive (assets) 2009

To deliver (liabilities) 2009

174,801 205,000 140,500 40,000 6,223

106,455 130,000

1,810

7,808

8,946

667

30,470

33,528

14,471

10,283

604,802

278,929

919 6,990 6,484 78

1,316 8,967

Book value Assets 2008

Notional amount

Liabilities 2008

To receive (assets) 2008

164

2,275

165,000

4,902

2,614

157,500

10,918

To deliver (liabilities) 2008

200,155

10,833

1,657 88 1,440 190

1,785

8,308

8,946

1,084 190

21,771 7,257

27,268 7,257

19,359

7,948

370,669

243,626

2,950 5,403 10,918 88

1,655 6,293

This item comprises the hedging instruments, used by Bank J.Van Breda & C° and Leasinvest Real Estate, which do not correspond to the criteria for hedging.

ANNUAL REPORT 2009

Note 19: Taxes (€ 1,000)

Assets 2009

Liabilities 2009

NET 2009

Assets 2008

Liabilities 2008

NET 2008

-227 17 -312 5,565

27 25 -436 25 6,892

1,098 -1,119

-227 -1,957 -2,652 5,614 -3,723 -714 -501 -1,898 -139 -206 -436 -1,073 8,011

11,021

98

I. RECOGNIZED DEFERRED TAX ASSETS AND LIABILITIES Intangible assets Tangible assets Investment property Financial derivative instruments Inventory and construction contracts Non-current receivables Investments Other assets Provisions Pension liabilities Capital grants Other liabilities Tax losses TOTAL

-230 -166 -395 7,371

6,875

2,463 -1,878

-230 -4,167 -2,903 7,410 -1,759 -746 -3,252 -733 -186 -183 -427 -2,463 8,753

9,815

10,700

-885

11,119

6,816 12,120

8,251 3,531

18,302

11,782

4,001 2,507 -39 1,759 746

-3,252 39 -427

733 186 223

-455

1,974 2,339 -49 3,723 714 46 1,898 166 231

II. UNRECOGNIZED DEFERRED TAX ASSETS Unrecognized deferred tax losses Other unrecognized deferred tax assets (*)

6,816 12,120

TOTAL

18,302

0

8,251 3,531 0

11,782

The evolution of the net deferred tax assets and liabilities was accounted for through the income statement for 3.6 million euros. The other evolution is mainly attributable to the evolution of deferred taxes on revaluation reserves ‘Securities available for sale’ and ‘Financial derivatives’ and tax losses. (*)The other unrecognized deferred tax assets principally concern amounts whose recuperation is restricted in time and dependent upon the extent to which taxable results can be achieved within this period. Claims which stem from the reclamation of unapplied taxable fixed incomesurplus are not mentioned in this overview. 142

(€ 1,000)

2009

2008

-11,742 432 -11,310

-14,884 548 -14,336

2,830 791 3,621

1,749 1,965 959 4,672

-7,690

-9,664

153,468 -103,267 50,201

164,314 -96,559 67,755

33.99% -17,063

33.99% -23,030

749 10,131 -5,421 -302 -426 4,643 -7,690

323 28,524 -25,190 -865 8 10,566 -9,664

153,468 -103,267 50,201

164,314 -96,559 67,755

15.32%

14.26%

III. CURRENT AND DEFERRED TAX EXPENSES (INCOME) Current income tax expense, net Current period tax expense Adjustments to current tax of prior periods TOTAL Deferred taxes, net Origination and reversal of temporary differences Additions (use) of tax losses Other deferred taxes TOTAL Total current and deferred tax expenses (income) IV. RECONCILIATION OF STATUTORY TAX TO EFFECTIVE TAX Profit (loss) before taxes Profit (loss) of participations accounted for using the equity method (-) Statutory tax rate (%) Tax expense using the statutory tax rate Tax effect of rates in other jurisdictions Tax effect of tax-exempt revenues Tax effect of non-deductible expenses Tax effect of tax losses (utilised) reversed Tax effect from under or over provisions in prior periods Other increase (decrease) Tax expense using the effective tax rate Profit (loss) before taxes Profit (loss) of participations accounted for using the equity method (-) Effective tax rate (%)

FINANCIAL STATEMENTS

Note 20: Share based payment 1. Equity settled stock option plan AvH as of 31 December 2009 Grant date

Number options granted

Number options exercised

Number options expired

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

10,650 15,650 109,500 1,000 38,500 32,500 44,500 46,000 45,000 46,500 49,500 439,300

-9,750 -12,850 -27,500 -1,000 -11,500 -1,500

-900 -1,000 -10,500

-64,100

-3,500

-2,000 -2,000 -19,900

Balance

Exercise price (€)

Exercise period

30.00 28.26 32.33 30.65 15.98 19.02 27.08 46.09 62.12 66.05 37.02

01/01/2003 - 25/03/2010 01/01/2004 - 12/01/2011 01/01/2005 - 07/02/2012 01/01/2006 - 06/02/2013 01/01/2007 - 31/01/2011 + 5y 01/01/2008 - 26/01/2012 + 5y 01/01/2009 - 24/01/2013 + 5y 01/01/2010 - 03/01/2014 + 5y 01/01/2011 - 08/01/2015 + 5y 01/01/2012 - 02/01/2016 + 5y 01/01/2013 - 05/01/2017

0 1,800 71,500 0 23,500 31,000 44,500 46,000 45,000 44,500 47,500 355,300

AvH’s stock option plan, which was approved in March 1999, is intended to provide long-term motivation for executive directors, members of the executive committee, executives and consultants whose activities are essential to the success of the group. The options give them the right to acquire a corresponding number of shares in Ackermans & van Haaren. The remuneration committee is responsible for monitoring this plan and selecting the beneficiaries. The options are provided free of charge and their exercise period is 8 years. The company has made use of the possibility provided by the programme law of 24 December 2002 to extend the exercise period of all options outstanding before 2003 with another three years. Within the limits of the Economic Recovery law of March 27, 2009, the company also took advantage of the possibility to extend by at most 5 years and at no additional cost the exercise period of the options it had offered between November 2, 2002 and August 31, 2008. IFRS 2 has been applied to the stock options granted after November 7, 2002. The fair value as of December 31, 2009 of the outstanding options of 2003-2009 amounts to 3.3 million euros and is calculated by an external party according to the Monte Carlo model, of which the main components are: Year

Share price (€)

Dividend yield

Volatility

Interest rate

Fair value (€)

Estimated expected lifetime

2003 2004 2005 2006 2007 2008 2009

15.75 22.2 28.06 47.6 66.9 65.85 37.02

3.24% 2.30% 1.92% 1.37% 1.35% 1.75% 2.66%

38.11% 28.09% 20.36% 18.10% 22.05% 20.24% 42.84%

3.46% 3.69% 3.16% 3.23% 4.04% 4.34% 3.39%

4.96 7.10 6.16 10.22 18.43 14.84 14.70

6.70 6.10 6.24 5.95 5.75 5.90 6.50

Black & Beneficiaries Scholes value turnover (€) 5.18 7.67 6.79 11.94 21.74 17.78 15.47

1.33% 1.33% 1.33% 1.33% 1.33% 1.33% 1.33%

In 2009, 49,500 new stock options were granted with an exercise price of 37.02 euros per share. The fair value when granted was fixed at 0.7 million euros and is recorded in the profit and loss account over the vesting period of 4 years. To cover the outstanding option obligations, AvH has a total of 380,232 treasury shares in portfolio.

2. Cash settled stock option and warrant plans at consolidated subsidiaries of AvH The beneficiaries of the option plans of AA Van Laere, Bank Delen, Bank J.Van Breda & C°, BDM and ASCO have a put option on the respective parent companies Anfima, Delen Investments, Finaxis and AvH (these companies have call options and a pre-emption right to prevent the shares from being transferred to third parties). These option plans concern shares which are not listed on a stock exchange and whose value is determined in the option plan. The valuation of the option price is (depending on the option plan) based on the growth of the equity, a multiple on the growth of the consolidated profit or a market valuation of the company. The valuation of the warrants granted to the beneficiaries of DEME is based on a multiple of the consolidated cash flow. In conformity with IFRS 2, the impact of these option and warrant plans are included in the debts based on the best possible assessment. These debts are reviewed as a result of an exercise, a re-granting or modification of the parameters. These in- or decreases of the debt result respectively in a loss or profit in the income statement. The total debt of the option and warrant plans of the fully consolidated subsidiaries as of December 31, 2009 amounts to 4.7 million euros.

3. Treasury shares As part of AvH’s aforementioned stock option plan, 66,886 treasury shares were redeemed and 1,000 were sold in 2009 as a result of the exercises that occurred in 2009. The total number of treasury shares as of the end of December 2009 was 380,232.

ANNUAL REPORT 2009

143

Note 21: Rights and commitments not reflected in the balance sheet (€ 1,000)

2009

2008

Amount of personal guarantees, given or irrevocably promised by the enterprises included in the consolidation, as security for third parties’ debts or commitments

83,003

67,493

Amount of real guarantees, given or irrevocably promised by the enterprises included in the consolidation on their own assets, as security for debts and commitments of enterprises included in the consolidation

59,192

30,634

Goods and values, not disclosed in the balance sheet, held by third parties in their own name but at risk to and for the benefit of the enterprise

12,311

11,336

Commitments to acquire fixed assets Commitments to dispose of fixed assets

80,821 288,347

52,896 267,367

Rights and commitments not reflected in the balance sheet of banks (Bank J.Van Breda & C°) • loan commitments • financial guarantees • repo transactions + collateral

199,191 46,645 50,290

208,879 57,593 50,290

41.3 million euros of personal guarantees consist of guarantees on the building sites provided by Algemene Aannemingen Van Laere. The remaining 41.7 million euros are guarantees by AvH and subholdings (including private equity) in the framework of the sale of participations. The real guarantees of 14.4 million euros are fully borne by NMP and consist of pledging transport agreements. Extensa has provided a total of 41.5 million euros in guarantees related to the financing of its activities in land and project development. The subcontractors of Algemene Aannemingen Van Laere have provided guarantees totalling 12.3 million euros. 53.7 million euros of the commitments to acquire fixed assets are in LRE’s name and concern the purchase of Canal Logistics, a 50,000 m2 warehouse near Brussels, and the State Archives in Bruges. 20.2 million euros originates from the “AvH and subholdings” segment. This section comprises the options in the framework of shareholder option plans or in the framework of shareholder agreements within private equity. Under the “commitments to dispose of fixed assets” section, call options on the “AvH and subholdings” and “private equity” segment assets amount to 211.3 million euros. The call options granted under operational leasing contracts and investment property at Extensa Group and Leasinvest Real Estate account for the remaining 77.1 million euros. 144

Note 22: Employment 2009

2008

I. AVERAGE NUMBER OF PERSONS EMPLOYED Employees and management personnel Workers

651 395

585 384

Remuneration and social charges Pension expenses (defined contribution and defined benefit plans) Share based payment

-62,074 -2,514 -1,421

-58,868 -2,123 -723

Total

-66,008

-61,714

II. PERSONNEL CHARGES (€ 1,000)

At the headquarters of Ackermans & van Haaren 34 persons are employed.

FINANCIAL STATEMENTS

Note 23: Pension liabilities (€ 1,000) Defined benefit pension plans Other pension obligations (early retirement) Total pension obligations

2009

2008

116 1,795 1,911

152 1,549 1,701

655

678

-733 2,279 -3,012 194

-465 2,216 -2,680 -62

Defined benefit plan obligation (asset), total Liabilities Assets (-)

-539 116 -655

-527 152 -678

2. Expense recognised in the income statement Current service cost Interest cost Expected return on plan assets (-) Net actuarial (gain) loss

150 154 126 -134 5

140 177 135 -171

3. Movements in defined benefit plan obligations (asset) Defined benefit plan obligation, opening balance Contributions paid (-) Expense recognised Defined benefit plan obligation, closing balance

-527 -163 150 -539

-541 -126 140 -527

4.55%-5.25% 4.75%-5.00% 2.00%-3.50% 2.00%

5.25%-5.90% 4.00%-5.00% 2.00%-3.50% 2.00%

-2,450

-2,328

Total pension assets I. DEFINED BENEFIT PENSION PLANS 1. Components of defined benefit plan assets and liabilities Net funded defined benefit plan obligation (asset) Present value of wholly or partially funded obligation Fair value of plan assets (-) Unrecognised actuarial gains (losses)

4. Principal actuarial assumptions Discount rate used Expected return on plan assets Expected rate of salary increase Medical cost trend rate II. DEFINED CONTRIBUTION PENSION PLANS

145

Total charges recognised in the income statement The defined contribution plans concern mainly the plans of AvH and subholdings.

Note 24: Discontinued operations Since 2006, there were no discontinued operations.

ANNUAL REPORT 2009

Note 25: Related parties

TOTAL 2008

Other related parties

Associated participations

TOTAL 2009

Subsidiaries

Private equity participations

Financial year 2008

Other related parties

Subsidiaries

Associated participations

Financial year 2009

Private equity participations

(5 1,000)

I. ASSETS WITH RELATED PARTIES Financial fixed assets Receivables and warranties: gross amount

6,992

39,009

46,001

4,910

36,528

41,437

6,992

39,009

46,001

4,910

36,528

41,437

Amounts receivable Trade debtors Other receivables - gross amount Other receivables – impairment

41,665 148 41,923 -405

2,318

380

2,318

380

44,363 148 44,620 -405

3,137 10 3,711 -584

2,304 0 2,304

Banks - receivables from credit institutions & clients

2,620

1,610

4,230

174

Deferred charges & accrued income

2,273

2,077

46

4,396

1,169

53,550

43,403

2,036

98,989

9,390

2,975 2,725 250

260

3,261

1,642 149 1,492

4,902 149 4,753

Banks - debts to credit institutions, clients & securities 138,807

716 72

TOTAL

0

28,449 226 28,223

33,890 236 34,238 -584

1,674

1,848

1,811

14

2,995

40,643

30,137

0

80,170

II. LIABILITIES WITH RELATED PARTIES Financial debts Subordinated loans Other financial debts Other debts Trade payables Other amounts payable 146

Accrued charges and deferred income TOTAL

250

2,725 2,725

250 3,261

137 142,454

7,000 7,000

7,260 7,000 260

451 0 451

4,913 149 4,764

5,364 149 5,215

139,523

138,867

857

139,724

209

783

14

797

260

0

5,155

0

147,610

140,361

0

12,784

0

153,145

30 30

104 30

3 3

10,795 1,535

11,382 1,529

136 90

209 120

3 3

11,730 1,742

89

9

9,110 61

9,827 17

III. TRANSACTIONS WITH RELATED PARTIES Revenue Rendering of services Interest income of banking activities Commissions receivable of banking activities Other operating revenue Other operating income Interest on financial fixed assets - receivables Dividends Other operating income Operating expenses (-) Interest expenses Bank J.Van Breda & C° (-) Impairment losses (-) Other operating expenses (-) Finance income Interest income Other finance income Finance costs (-) Interest expenses Other finance costs

FINANCIAL STATEMENTS

10,658 1,472 15

74

9,110 61

94

103

46

-121 116

9,706 179

602

6,631

24

348

7,605

537

8,067

174

530 25 47

2,796 3,706 129

348

3,326 4,102 177

483

22 1

174

54

2,808 5,112 147

-2,102

0

-4,200

0

-6,302

-6,828

-143

-3,631

-2,211 104 -4,195

-6,398 -349 -80

-143

1,931 1,931 0

217 216 1

8 8

-399 -399 0

-29 -29

0

-2,178 104 -28 1,917 1,917 -83 -83

-33 -4,167 6 6 0

9 9 -315 315

0

0

353

9,131

5 348

3,295 5,287 549

0

-10,602

-60

-6,458 -492 -3,652

-3,571 923

5 5

1,152 229 924

0

-558 -456 -102

923 -529 -427 -102

(€ 1,000)

2009

2008

IV. REMUNERATION Remuneration of the directors Tantièmes at the expense of AvH Remuneration of the members of the executive committee Fixed remuneration Variable remuneration Group and hospitalisation insurance Benefits in kind (company car)

217

214

1,987 1,168 305 17

1,987 1,138 293 16

The members of the executive committee, by exercising their stock options, could acquire at the end of 2009 an aggregate of 277,800 shares of AvH. V. THE AUDITOR ERNST & YOUNG RECEIVED FOLLOWING FEES RELATED TO: (€ 1,000)

AvH

The statutory mandate Special missions • other control missions • tax advise • other missions than statutory

Subsidiaries(1)

TOTAL 2009

AvH

Subsidiaries(1)

TOTAL 2008

35

873

908

35

881

916

18(2)

6 105 3

6 124 3

5 46

27 184 23

27 188 69

53

987

1,041

86

1,114

1,200

Total

(1) Including jointly controlled subsidiaries accounted for using the equity method. (2) An additional fee of 18,210 euros (excluding VAT) was paid to Ernst & Young Tax Consultants CV for tax advice.

Note 26: Earnings per share 2009

2008

Net consolidated profit, share of the group (€ 1,000) Weighted average number of shares(1) Basic earnings per share (€)

117,450 33,137,604 3.54

114,558 33,182,558 3.45

Net consolidated profit, share of the group (€ 1,000) Weighted average number of shares(1) Impact stock options Adjusted weighted average number of shares Diluted earnings per share (€)

117,450 33,137,604 72,345 33,209,949 3.54

114,558 33,182,558 104,833 33,287,391 3.44

Net consolidated profit from continued activities, share of the group (€ 1,000) Weighted average number of shares(1) Basic earnings per share (€)

117,450 33,137,604 3.54

114,558 33,182,558 3.45

Net consolidated profit from continued activities, share of the group (€ 1,000) Weighted average number of shares(1) Impact stock options Adjusted weighted average number of shares Diluted earnings per share (€)

117,450 33,137,604 72,345 33,209,949 3.54

114,558 33,182,558 104,833 33,287,391 3.44

I. CONTINUED AND DISCONTINUED OPERATIONS

II. CONTINUED ACTIVITIES

(1) Based on number of shares issued, adjusted for treasury shares in portfolio.

ANNUAL REPORT 2009

147

Note 27: Proposed and distributed dividends (€ 1,000)

2009

2008

-46,078

-46,124

I. DETERMINED AND PAID OUT DURING THE YEAR Dividend on ordinary shares: • final dividend 2008: 1.39 euro per share (2007: 1.39 euro per share) II. PROPOSED FOR APPROVAL BY THE GENERAL MEETING Dividend on ordinary shares: • final dividend 2009: 1.44 euro per share (dividends treasury shares excluded)

-47,688

III. DIVIDEND PER SHARE (€) Gross Net With VVPR strip Net

148

FINANCIAL STATEMENTS

1.4400 1.0800

1.3900 1.0425

1.2240

1.1815

Statutory auditor’s report STATUTORY AUDITOR’S REPORT TO THE GENERAL MEETING OF SHAREHOLDERS OF ACKERMANS & VAN HAAREN NV ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2009 In accordance with the legal requirements, we report to you on the performance of our mandate of statutory auditor. This report contains our opinion on the consolidated financial statements as well as the required additional comments. Unqualified opinion on the consolidated financial statements We have audited the consolidated financial statements of Ackermans & van Haaren NV and its subsidiaries (collectively referred to as ‘the Group’) for the year ended 31 December 2009, prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated balance sheet as at 31 December 2009, and the consolidated statements of income, changes in equity and cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated balance sheet shows total assets of 5,322,017 (000) euros and the consolidated statement of income shows a profit for the year, share of the Group, of 117,450 (000) euros. Responsibility of the board of directors for the preparation and fair presentation of the consolidated financial statements The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Responsibility of the statutory auditor Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the legal requirements and the auditing standards applicable in Belgium, as issued by the Institute of Registered Auditors (Institut des Réviseurs d’Entreprises/Instituut van de Bedrijfsrevisoren). Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements,

whether due to fraud or error. In making those risk assessments, we have considered internal control relevant to the Group’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. We have evaluated the appropriateness of accounting policies used, the reasonableness of significant accounting estimates made by the Group and the presentation of the consolidated financial statements, taken as a whole. Finally, we have obtained from the board of directors and the Group’s officials the explanations and information necessary for executing our audit procedures. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Opinion In our opinion, the consolidated financial statements for the year ended 31 December 2009 give a true and fair view of the Group’s financial position as at 31 December 2009 and of the results of its operations and its cash flows in accordance with IFRS as adopted by the European union, and with the legal and regulatory requirements applicable in Belgium. Additional comments The preparation and the assessment of the information that should be included in the directors’ report on the consolidated financial statements are the responsibility of the board of directors. Our responsibility is to include in our report the following additional comments, which do not modify the scope of our opinion on the consolidated financial statements: The directors’ report on the consolidated financial statements deals with the information required by law and is consistent with the consolidated financial statements. We are, however, unable to comment on the description of the principal risks and uncertainties which the entities included in the consolidation are facing, and on their financial situation, their foreseeable evolution or the significant influence of certain facts on their future development. We can nevertheless confirm that the matters disclosed do not present any obvious inconsistencies with the information that we became aware of during the performance of our mandate.

Antwerp, 21 April 2010 Ernst & Young Bedrijfsrevisoren BCVBA Statutory auditor represented by Christel Weymeersch Partner

Patrick Rottiers Partner

ANNUAL REPORT 2009

149

❛Statutory annual accounts Balance sheet (5 1,000)

Note

2009

2008

2007

1,253,511

1,267,308

1,303,967

0

0

0

11

28

45

13,148 9,383 793 27 2,945

13,668 9,713 869 42 3,044

14,063 11,380 973 56

ASSETS FIXED ASSETS I. Formation expenses II. Intangible assets

150

III. Tangible assets A. Land and buildings C. Furniture and vehicles D. Leasing and other similar rights E. Other tangible assets F. Assets under construction and advanced payments

(1)

IIV. Financial assets A. Affiliated enterprises 1. Participating interests 2. Amounts receivable B. Other enterprises linked by participating interests 1. Participating interests 2. Amounts receivable C. Other financial assets 1. Shares 2. Amounts receivable and cash guarantees

(2)

1,654 1,240,352 1,160,822 1,145,855 14,967 54,525 52,294 2,231 25,005 25,003 2

1,253,612 1,165,782 1,140,173 25,609 57,492 57,492

1,289,859 1,164,097 1,138,585 25,512 33,689 33,689

30,338 30,336 2

92,073 92,071 2

45,710

51,784

77,615

V. Amounts receivable after more than one year A. Trade receivables B. Other amounts receivable

0

0

0

VI. Stocks and contracts in progress A. Stocks 1. Raw materials and consumables 2. Work in progress 3. Finished goods 4. Goods purchased for sale 5. Immovable property acquired or constructed for resale 6. Advance payments B. Contracts in progress

0

0

0

4,576 2,288 2,288

5,192 2,021 3,171

3,791 2,199 1,592

38,189 16,886 21,303

44,982 9,575 35,407

70,509 12,281 58,228

2,137

573

1,934

808

1,037

1,381

1,299,221

1,319,092

1,381,582

CURRENT ASSETS

VII. Amounts receivable within one year A. Trade receivables B. Other amounts receivable VIII. Investments A. Own shares B. Other investments and deposits IX. Cash at bank and in hand X. Deferred charges and accrued income TOTAL ASSETS

FINANCIAL STATEMENTS

(3)

(4)

In accordance with article 105 of the Company Law, the statutory annual accounts of Ackermans & van Haaren NV, are presented in short form. In accordance with article 98 and 100 of the Company Law, the full annual accounts, the annual report of the board of directors and the report of the statutory auditor are filed with the National Bank of Belgium. The statutory auditor has given an unqualified opinion regarding the statutory accounts. The annual accounts, the annual report of the board of directors and the report of the statutory auditor are available at the registered office of the company upon simple request. The statutory annual accounts are prepared in accordance with the Belgian General Accounting Principles. Address: Begijnenvest 113 – 2000 Antwerp, Belgium • Phone: +32 03 231 87 70 • Fax: +32 03 225 25 33 • E-mail: [email protected]

Balance sheet (5 1,000)

Note

2009

2008

2007

(5)

760,227

643,062

703,994

2,295 2,295

2,295 2,295

2,295 2,295

111,612

111,612

111,612

0

0

0

53,255 248 16,921 16,887 34

50,026 248 13,743 13,709 34

48,520 248 12,315 12,281 34

36,086

36,035

35,957

593,065

479,129

541,567

VI. Investment grants

0

0

0

PROVISION AND DEFERRED TAXATION

0

0

0

538,994

676,030

677,588

12 12

28 28

42 42

(6) (7)

538,443 16 487,385

674,430 14 625,005

677,077 14 623,192

(8)

487,385 402 402 1,106 120 986 49,534

625,005 346 346 1,466 190 1,276 47,599

623,192 740 740 2,552 393 2,159 50,579

539

1,572

469

1,299,221

1,319,092

1,381,582

LIABILITIES CAPITAL AND RESERVES I. Capital A. Issued capital B. Uncalled capital (-) II. Share premium account III. Revaluation surplus IV. Reserves A. Legal reserve B. Reserves not available for distribution 1. Own shares 2. Other C. Untaxed reserves D. Reserves available for distribution V. Profit carried forward Loss carried forward (-)

VII. A. Provisions for liabilities and charges 1. Pensions and similar obligations 2. Taxation 3. Major repairs and maintenance 4. Other liabilities and charges B. Deferred taxation CREDITORS VIII. Amounts payable after more than one year A. Financial debts B. Trade debts C. Advances received on contracts in progress D. Other amounts payable IX. Amounts payable within one year A. Current portion of amounts payable after more than one year B. Financial debts 1. Credit institutions 2. Other loans C. Trade debts 1. Suppliers E. Taxes, remuneration and social security 1. Taxes 2. Remuneration and social security F. Other amounts payable X. Accrued charges and deferred income TOTAL LIABILITIES

ANNUAL REPORT 2009

151

Income statement (5 1,000)

Note

2009

2008

2007

8,701

31,035

30,023

558

703

750

5,512

5,564

7,097

D. Remuneration, social security costs and pensions

759

666

962

E. Other operating charges

102

84

38

F. Depreciation of and other amounts written off on formation expenses, intangible and tangible assets

639

629

465

19 0 19

102,990 48,084 54,906

11,340 252 11,088

0

0

0

33,103 3 32,967 133

5,132 2 5,078 52

374 4

30

0

0

240

0

0

165,617

0

206,253

165,617

0

206,253

A. Profit to be appropriated 1. Profit for the period available for appropriation 2. Profit brought forward

644,746 165,617 479,129

527,409 -14,158 541,567

590,848 206,253 384,595

Total

644,746

527,409

590,848

CHARGES A. Interests and other debt charges

(9)

B. Other financial charges C. Services and other goods

G. Amounts written off 1. Financial assets 2. Current assets

(10)

H. Provisions for liabilities and charges I. Loss on disposal of 1. Intangible and tangible assets 2. Financial assets 3. Current assets J. Extraordinary charges K. Income taxes L. Profit for the period

(11)

370

M. Transfer to the untaxed reserves N. Profit for the period available for appropriation 152

APPROPRIATION ACCOUNT

FINANCIAL STATEMENTS

Income statement (5 1,000)

Note

2009

2008

2007

INCOME A. Income from financial assets 1. Dividends 2. Interests 3. Tantièmes

(12)

162,650 159,990 1,462 1,198

114,610 111,714 1,745 1,151

235,635 233,615 1,000 1,020

B. Income from current assets

(13)

806

2,460

3,643

4

6

213

3,648

2,531

3,485

322

281

175

0

0

0

47,759 37,614 10,145

0

22

0

0

0

91 5 30 56

12,757 12,220 537

14,129 12 14,117

J. Extraordinary income

0

0

0

K. Regularisation of income taxes and write back to tax provisions

0

0

0

L. Loss for the period

0

14,158

0

0

14,158

0

3,229 3,229

1,506 1,506

2,515 2,515

593,065 593,065

479,129 479,129

541,567 541,567

48,452 48,235 217

46,774 46,561 213

46,766 46,561 205

644,746

527,409

590,848

C. Other financial income D. Income from services rendered E. Other operating income F. Write back to depreciation of and to other amounts written off intangible and tangible assets G. Write back to amounts written off 1. Financial assets 2. Current assets

(14)

H. Write back to provisions for liabilities and charges I. Gain on disposal of 1. Tangible and intangible assets 2. Financial assets 3. Current assets

(15)

22

M. Transfer from untaxed reserves N. Loss for the period available for appropriation APPROPRIATION ACCOUNT C. Transfers to capital and reserves 3. To other reserves D. Result to be carried forward 1. Profit to be carried forward F. Distribution of profit 1. Dividends 2. Tantièmes Total

ANNUAL REPORT 2009

153

Comments on the statutory annual accounts

154

BALANCE SHEET

INCOME STATEMENT

Assets 1. Tangible fixed assets: primarily relate to the land and buildings located at Begijnenvest No. 105 and 113 and at Schermersstraat No. 42-44. Leasinvest Real Estate moved into the building located in the Schermersstraat 42 on 1 January 2008. The relevant items have been transferred to the other tangible fixed assets. 2. Financial fixed assets: the principal transaction in Ackermans & van Haaren’s portfolio in 2009 concerned the acquisition of Alcofina (30%) and the establishment of the company Ligno Power, which has interests in the joint venture with Electrabel, namely Max Green. In addition, 2009 was characterised by investments in Gulf Lime Company (35%) and Oriental Quarries and Mines Private Ltd. In 2009, Ackermans & van Haaren sold 783,429 KBC shares. 3. Claims for no more than one year: this item mainly comprises direct tax to be reclaimed. 4. Own shares: the ‘own shares’ item was increased by the net purchase of 65,886 own shares in 2009 to hedge the stock-option plan.

Charges 9. Financial costs: financial costs declined sharply due to the exceptionally low interest rates resulting from the financial and economic crisis. 10. Amounts written off: there were no significant value corrections made in the investment portfolio in 2009. 11. Capital loss on disposal of financial fixed assets: this relates mostly to the decrease in value resulting from the sale of 783,429 KBC shares. On the other hand there was a major retraction of the depreciation which had already been achieved and by which a positive net result of 4.3 million euros was obtained.

Liabilities 5. Capital and reserves: amount to 760.2 million euros after the appropriation of profits. Subject to the approval of the general meeting of shareholders, the board of directors proposes paying a gross dividend of 1.44 euros per share. 6. Amounts payable after more than one year: Ackermans & van Haaren has no appreciable long term debt. 7. Short term financial debt: the financial debts owed by Ackermans & van Haaren (487 million euros) were partially reimbursed using the dividend payments received and consist exclusively of short term surpluses which were provided by Ackermans & van Haaren Coordination Center, the capital of which is entirely in the hands of group companies. 8. Other amounts payable: these already take into account the dividend payment of 48.2 million euros, proposed for approval to the general meeting of shareholders of May 25, 2010.

FINANCIAL STATEMENTS

Revenues 12. Returns from financial fixed assets: In 2009, Ackermans & van Haaren collected 159.9 million euros in dividends from its subsidiaries compared to 111.7 million euros in 2008 (still including a very large dividend from the Nationale Investeringsmaatschappij). With regard to this item, it should also be noted that not all participations of the group are directly held by Ackermans & van Haaren. Some participations are held through subsidiaries such as Anfima, Sofinim or the Nationale Investeringsmaatschappij. Consequently, the statutory accounts of Ackermans & van Haaren do not show all the dividends received by the group, and the dividends taken up at Ackermans & van Haaren do not necessarily correspond with the result of the participations as reported in the consolidated accounts. 13. Income from current assets: mainly concerns dividend income from the investment portfolio. 14. Withdrawal of depreciation: As already stated in point 11 the sale of KBC shares resulted in a major retraction of the depreciation. Furthermore, previously achieved depreciations have been retracted in the investment portfolio 15. Gains on disposal of current assets: primarily contains the gain realized on the sale of the Telenet shares.

Concept and design The Image Company Printing Deckers Snoeck Photos Registered office, board of directors, executive committee (Ackermans & van Haaren, Bank Delen, Leasinvest Real Estate, Sipef), personnel, Erik van Baren: Nicolas van Haaren Ackermans & van Haaren: Caroline Van Poucke, Marc Detiffe Luc Bertrand and Simon Deckers: Wim Kempenaers Max Green: Electrabel GDF SUEZ - Hendrik Timmerman Leasinvest Real Estate: Marc Detiffe

Ackermans & van Haaren NV Begijnenvest 113 2000 Antwerp Belgium Phone +32 3 231 87 70 Fax +32 3 225 25 33 RPM Antwerp VAT: BE 0404.616.494 E-mail: [email protected] Website: www.avh.be Contact – Investor relations All press releases issued by AvH and its main group companies as well as the investor presentation can be consulted on the AvH website www.avh.be. Questions can be asked by phone on number +32 3 231 87 70 or by e-mail on [email protected] to Luc Bertrand, Jan Suykens or Tom Bamelis. Deze brochure is ook verkrijgbaar in het Nederlands. Cette brochure est également disponible en français. The Dutch version of this annual report should be considered as the official version.

Ackermans & van Haaren NV Begijnenvest 113 2000 Antwerp Belgium Tel. +32 3 231 87 70 E-mail [email protected]