ackermans & van haaren - annual report 2012

Ackermans & van Haaren

considers the family values of

the founding families to be

of paramount importance. Elements such as

continuity, ethical entrepreneurship, long-

term thinking, work ing with partners and

mutual respect have consequently driven

the group’s policies for many decades and

have created value through growth.

May 15, 2013 Interim statement Q1 2013

May 27, 2013 Ordinary general meeting

August 28, 2013 Half-year results 2013

November 15, 2013 Interim statement Q3 2013

February 28, 2014 Annual results 2013

May 26, 2014 Ordinary general meetingAn

nu

al

rep

ort

20

12

Financial calendar

Ackermans & van Haaren NV

Begijnenvest 113

2000 Antwerp - Belgium

Tel. +32 3 231 87 70

[email protected]

www.avh.be

Annual

report

2012

Annual report 2012

4

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 consolidat-

ed annual report of the board of directors prepared in accord-

ance 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 Na-

tional 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 and consolidated

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, Koen Janssen

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 con-

solidation;

b) the annual accounts give a true overview of the devel-

opment and the results of the company and of the po-

sition 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 re-

ports 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

Tel. +32 3 231 87 70

Fax +32 3 225 25 33

E-mail [email protected]

5

ContentsA n n u a l r e p o r t 2 0 1 2

Mission statement 7

2012 at a glance 8

Key events 2012 10

12 Annual report Message of the chairmen 15

Annual report on the statutory annual accounts 18

Annual report on the consolidated annual accounts 22

Corporate governance statement 30

Remuneration report 38

Corporate social responsibility 42

46 Activity report Group structure 47

48 Marine Engineering & Infrastructure

DEME 52

Algemene Aannemingen Van Laere 56

Rent-A-Port 58

NMP 59

60 Private Banking Delen Investments 64

Bank J.Van Breda & C° 68

ASCO-BDM 71

72 Real Estate,Leisure &Senior Care

Extensa 76

Leasinvest Real Estate 79

Financière Duval 82

Anima Care 84

86 Energy& Resources

Sipef 90

Sagar Cements 92

Oriental Quarries & Mines 93

Max Green 94

Telemond Group 95

96 Development Capital

114 Financial statements

General information regarding the company and the capital 174

Annual information 176

Appendix Key figures 2012

7

Positioning of Ackermans & van Haaren

• 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

Mission statementA n n u a l r e p o r t 2 0 1 2

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

Long term perspective

• clear objectives agreed upon with the par-

ticipations

• responsibility of the participations for

their own financial position

• strive for annual growth in the profits of

each participation and in the group as a

whole

• focus on growth sectors in an interna-

tional context

Proactive shareholder

• involvement in selecting senior manage-

ment and defining long-term strategy

• permanent dialogue with management

• monitoring and control of strategic fo-

cus, operational and financial discipline

• active support to management for spe-

cific operational and strategic projects

8 The consolidated net result (group share) of Ackermans & van Haaren NV amounts to 167.5 million euros

for the year 2012.

• Delen Investments recorded an out-

standing result, stimulated by assets un-

der management that grew to a record

level of 25.9 billion euros at the end

of 2012. Bank J.Van Breda & C° also

showed a strong performance with a 7%

growth in volume of client assets. Since its

result was positively influenced on a one-

off basis by negative goodwill in 2011,

the net profit contribution is less than in

that year. At the end of 2012, ABK made

use of the possibility offered by the new

legislation to exit from the Beroepskrediet

statute, with only a limited impact on its

equity position.

• DEME ended the transitional year 2012

with a net profit of 89.4 million euros.

The results of the second half of the year

showed a firm recovery. By winning some

major new contracts in Australia, Africa,

the Middle East and in offshore wind,

DEME’s order book closed at 3,317 million

euros. Within the Marine Engineering &

Infrastructure segment, Rent-A-Port con-

tributed positively thanks to the strong

performance of its Vietnamese opera-

tions.

• The active management of Leasinvest

Real Estate allowed its real estate port-

folio to grow to 618 million euros at the

end of 2012. Increased rental income and

the absence of negative value adjust-

ments on the portfolio are reflected in a

63% increase in net profit to 20.5 mil-

lion euros. The development activities of

Extensa and Groupe Financière Duval

were adversely affected by difficult mar-

ket conditions, leading to a diminished

contribution to the group result.

• After the record year 2011 with very high

market prices, Sipef stands firm thanks to

the increase of the production volumes of

palm oil and rubber.

• The contribution from the Development

Capital segment was encumbered in

2012 by the non-recurring results of Her-

tel. The sale in the second half of 2012 of

the participation in AR Metallizing con-

tributed to the 22.7 million euros capital

gains that were realized in this segment.

Breakdown of the consolidated net result (part of the group) - IFRS

(€ mio) 2012 2011 2010

Marine Engineering & Infrastructure 51.7 54.6 58.7

Private Banking 71.5 88.1 63.6

Real Estate, Leisure & Senior Care 3.6 4.5 8.6

Energy & Resources 16.4 19.0 16.5

Development Capital 6.1 8.6 13.3

Result of the participations 149.3 174.8 160.7

Capital gains Development Capital 22.7 -0.9 -0.3

Result of the participations (incl. capital gains) 172.0 173.9 160.4

AvH & subholdings -3.9 -0.9 -0.1

Other non-recurrent results -0.6 4.5 0.5

Consolidated net result 167.5 177.5 160.8

2012 at a glance

A n n u a l r e p o r t 2 0 1 2

The board of directors of Ackermans & van

Haaren proposes to the general meeting of

shareholders of 27 May to increase the divi-

dend to 1.67 euros per share.

9

Key figures - consolidated balance sheet

(€ mio) 2012 2011 2010

Net equity (part of the group - before allocation of profit)

2.007,2 1.882,6 1.711,4

Net cash position of AvH & subholdings 87,9 73,0 77,7

Marine Engineering & Infrastructure Private Banking Real Estate, Leisure & Senior Care Energy & Resources Development Capital

Consolidated result of the participations (before capital gains of Development Capital)

Pro forma turnover

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 consoli-

dation. In this pro forma presentation, all (exclusive) control interests are incorporated

in full and the other interests proportionally.

Pro forma personnel

The AvH group represented in 2012, through its share in its participations, a turnover of 3.3 billion euros and employed approximately 18,750 people.

Information by segment

€ 3,308 mio 18,752

1,150

398

288

158

1,314

2,518

810 1,422

5,734

8,268

10

January

• Anima Care acquires the residential care

centre ‘Résidence Parc des Princes’ in

Auderghem.

February

• DEME secures a contract for the Wheat-

stone project in Australia, worth 916

million euros.

March

• MEDCO (DEME 44%) wins a contract for

the New Port Project in Qatar, worth 941

million euros.

• Sofinim sells its 60% stake in Alural

Belgium.

May

• DEME launches the self-propelled rock

cutter dredger ‘Ambiorix’.

Financière Duval (Residalya) - Le Clos Saint-Vincent DEME - Ambiorix

Key events 2012A n n u a l r e p o r t 2 0 1 2

June

• GeoSea (DEME) is awarded a contract

for the Northwind offshore wind turbine

project off the Belgian coast, worth more

than 230 million euros.

• Anima Care acquires ‘Azur Soins et

Santé’ in Braine-L’Alleud.

• AvH increases its stake in Groupe Finan-

cière Duval to 41.14%.

July

• Extensa secures planning permission for

the building for the Brussels Department

of Environment on the Tour & Taxis site

in Brussels.

11

September

• DEME launches the powerful high-tech

jack-up vessel ‘Innovation’.

• Sofinim sells its 63% (fully diluted) inter-

est in AR Metallizing.

• Leasinvest Real Estate subscribes the real

estate certificate for the Knauf shopping

centre in Luxembourg.

November

• DEME launches the first maintenance

vessels of OWA and the cutter dredger

‘Amazone’.

• NMC acquires the operations in the area

of EPS subfloor foils and thin wall insula-

tion of Isomo.

January

• DEME issues a retail bond, which is

closed early.

• Sofinim announces the sale of its

participation in Spano Invest.

• Sofinim and NPM Capital contribute

to a substantial refinancing of Hertel

by way of a cash injection.

Sipef - Oil palm nursery (North Sumatra)

Leasinvest Real Estate - Knauf shopping centre DEME - Innovation

December

• Leasinvest Real Estate acquires a prime

location in the centre of Luxembourg City.

• Anima Care acquires ‘Résidence Kinkem-

pois’ in Angleur.

• After obtaining two licences for a potential

expansion of 19,500 hectares in South

Sumatra, Sipef has already compensated

more than 2,000 hectares and planted an

extra 1,790 hectares in 2012.

• ABK (Bank J.Van Breda & Co) exists the

Beroepskrediet statute.

Key events 2013

1212

Annual report 2012

Message of the chairmen

Annual report of the board of directors

Corporate social responsibility

Ackermans & van Haaren considers the

family values of the founding families to

be of paramount importance. Elements

such as continuity, ethical entrepreneur-

ship, long-term thinking, work ing with

partners and mutual respect have

consequently driven the group’s policies

for many decades and have created value

through growth.

14

From left to right: Luc Bertrand, Jacques Delen

15Ladies and gentlemen,

Although the actual situation today in Western Europe, the United States and Japan suggests otherwise, the world economy is probably

developing faster during this decade than in the previous three decades. A 4.1% growth (Goldman Sachs) is projected for the period from

2011 to 2020. In the previous three decades, this growth figure never exceeded 3.5%.

What is clearly different is where this growth originates. The share of the BRIC countries in the world economy is expanding. In 2012, the

companies of our group derived roughly 1/3 of their turnover (3.3 billion euros in total) outside Western Europe. The international activities

of Ackermans & van Haaren allow our companies to participate in the expansion of international trade outside the traditional industrialized

countries. The success of this strategy should sustain the long-term growth of our group.

In the fifth year of the financial crisis, AvH stood its ground very well with a stable result for our participations of 172 million euros in 2012

compared to 173.9 million euros in 2011. Although this result was influenced by a number of positive and negative one-off elements, it

provides a solid basis for the anticipated growth during the current financial year. This result also led to an increase in the group’s equity to

more than two billion euros, which is an all-time high. The goal of a strong equity without any debt should bolster the group’s credibility

in today’s difficult economic environment.

In the Marine Engineering & Infrastructure segment, the turnover and EBITDA of DEME increased by 8.5% and 17% to 1,915 million euros

(1,766 million euros in 2011) and 351 million euros (300 million euros in 2011) respectively. On the other hand, the net profit decreased

to 89.4 million euros (104.1 million euros in 2011), due partially to increased depreciation and financial charges. The record order book of

DEME (3,317 million euros at year-end 2012 compared to 2,404 million euros in 2011) constitutes a solid basis for the current year. The

shift of activities to Australia and the Middle East continues. The Western European operations remain stable. Following the expansion of

the fleet with 7 vessels in 2012, DEME now has the necessary state-of-the-art and appropriate capacity to execute its order book in the

most productive way. The diversification into wind farms, offshore and jack-up vessels, oil and gas, environment, services and concessions

underscores the company’s potential for continuing future growth.

Despite the turbulent financial markets, the Private Banking segment of the group experienced a vigorous growth in 2012. JM Finn & Co

included, the assets under management of Delen Investments grew by 14.6% to 25,855 million euros (22,570 million euros in 2011).

The cost-income ratio is highly competitive at 55.2% (38.8% for Delen Private Bank), but increased as expected in relation to the previ-

ous year (44.2%) as a result of the consolidation of JM Finn & Co for a full financial year. The group is more than adequately capitalized

and amply satisfies the Basel II and Basel III requirements with respect to equity, with a Core Tier1 capital ratio of 23.1%. The net result of

Delen Investments grew by 9.5% to 62.6 million euros (57.2 million euros in 2011). The financial return for the clients was supported by

the bank’s prudent management in a more favourable environment. The steady improvement of the results of JM Finn & Co bodes well for

this investment in a new market.

Bank J.Van Breda & Co again showed a strong financial performance in 2012. As a result of the constant inflow of new funds, the client assets

grew by 7% to 8.0 billion euros (7.5 billion euros in 2011). With the bank’s targeted policy of focusing on a known clientele of liberal professionals

and entrepreneurs, provisions for loan losses were kept very low (0.08%). The consolidated profit amounted to 27.7 million euros (26.4 million

euros normalized in 2011). The growth in equity to 427 million euros (395 million euros in 2011) allows the bank to continue its expansion. With

a Core Tier1 capital ratio of 14.2%, Bank J.Van Breda & Co already satisfies the solvency criteria of Basel III. At year-end 2012, ABK decided to exit

from Beroepskrediet, which allows it to organize its partnership with Bank J.Van Breda & Co as efficiently as possible.

Message of the chairmen

A n n u a l r e p o r t 2 0 1 2

16

The Real Estate, Leisure & Senior Care segment again made a diminished contribution of 3.6 million euros to the group’s profit, compared

to 4.5 million euros in 2011. This is due to limited project results and delays in land development projects at Extensa. We firmly believe

that this is a cyclical rather than structural phenomenon. Leasinvest Real Estate continues to develop its operations on a profitable foot-

ing. The management was able to boost the net profit by 63% to 20.5 million euros through a higher rental income and the absence of

negative value adjustments on the portfolio. Financière Duval and Anima Care are currently bearing the cost of their future growth in

the sector of retirement homes and holiday residences. The group’s real estate strategy is focused on realizing a sustainable profit on real

estate related service activities of a recurrent nature.

The Energy & Resources segment contributed 16.4 million euros to the group result in 2012 (compared to 19 million euros in 2011). The

turnover of Sipef stood at USD 333 million (USD 368 million in 2011), while the net result decreased by 28% to USD 68.4 million com-

pared to the record year 2011 (USD 95.1 million). The shrinking demand from China had an adverse impact on the average price of palm

oil and rubber (USD 999 and USD 3,377 compared to USD 1,125 and USD 4,823 in 2011). Along with increased production costs, this has

contributed to a decrease in profit in 2012. With an EBITDA of USD 103 million (USD 130 million in 2011), Sipef has the necessary means

to further expand its plantations. The total planted acreage is approximately 65,000 hectares, of which more than 20% has not yet reached

the production stage. The skills of a highly professional management to develop new plantations at a cost of less than the current market

price confirm our belief in the continued growth of the added value of this company for our group.

Sagar Cements and Oriental Quarries & Mines suffered from the difficult economic situation in India, but the big infrastructure

budgets of the Indian government should shore up our operations in the future. Today, their contribution to the group is not yet mean-

ingful. Changes in the Flemish regulations in the area of renewable energy have a substantial impact on the results of Max Green and

markedly increase the risks in new projects. At Telemond Group, which specializes in welded steel structures in Poland, the turnover and

EBITDA increased further to 74.3 million euros (64.4 million euros in 2011) and 7.4 million euros (3.4 million euros in 2011) respectively.

Further growth is expected for 2013.

As far as Development Capital is concerned, a result – including capital gains – of 28.8 million euros was recorded. The recurring result

(AvH share) of the portfolio companies amounted to 6.1 million euros, including a negative contribution of 11 million euros at Hertel.

Hertel’s result was once again affected by certain heavy loss-making activities in Kazakhstan, France and Australia. The accompanying

restructuring operations and impairments led to a highly negative result of 33 million euros at Hertel (-21.8 million euros in 2011). A new

management team has taken over and the balance sheet was recapitalized at the beginning of 2013 with 75 million euros (37.5 million eu-

ros Sofinim). We are confident that this has helped to restore the balance sheet ratios and that it will also lead to a recovery in profitability.

The importance of a professional management team was highlighted once more by the turnaround at AR Metallizing, which enabled

the sale in 2012 with a capital gain of 20.6 million euros. In line with the strategy of this segment in terms of focus on bigger portfolio

companies, the interest in Alural Belgium was also sold at a slight profit. An earn-out was realized on the sale of Engelhardt Druck. The

agreement for the sale of Spanogroup was recently (March 2013) confirmed and, if approved by the competition authorities, is expected

to yield a substantial capital gain in 2013.

The strategy of the group in the direction of a further growth of the larger companies in the Development Capital segment continues. In

2012, the adjusted net asset value of this segment increased further to 481 million euros (452 million euros at year-end 2011).

A n n u a l r e p o r t 2 0 1 2

17

In the course of 2012, the net cash position of the group increased slightly from 73.0 million euros to 87.9 million euros. The growth of the

group’s equity from 1.883 million euros to 2.007 million euros and the favourable outlook for the current financial year of Ackermans &

van Haaren inspired the board of directors to propose an increase in the gross dividend from 1.64 euros per share to 1.67 euros per share.

We would like to thank all the staff members of the group for their efforts and resilience in a difficult economic environment.

27 March 2013

Luc Bertrand

President of the executive committee

Jacques Delen

President of the board of directors

18

I Statutory annual accounts

1. Share capital and shareholding structureNo 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

no-nominal-value shares. All shares have

been paid up in full.

In 2012, 47,000 new options were granted

under the stock option plan. As at 31 De-

cember 2012, the options granted and not

yet exercised entitled their holders to acquire

an aggregate of 353,000 Ackermans & van

Haaren shares (1.05%).

The company received a transparency no-

tice on 31 October 2008 under the tran-

sitional regulations of the Act of 2 May

2007, whereby Scaldis Invest NV - together

with “Stichting Administratiekantoor Het

Torentje” - communicated its holding per-

centage. The relevant details of this trans-

parency notice can be found on the website

of the company (www.avh.be).

2. ActivitiesFor an overview of the group’s main activi-

ties during the 2012 financial year, please

refer to the Message of the chairmen (p. 15).

3. Comments on the statutory annual accounts

3.1 Financial situation as at 31 December 2012The statutory annual accounts have been

prepared in accordance with Belgian ac-

counting principles.

The balance sheet total at year-end 2012

amounted to 2,424 million euros, which is

virtually the same as the previous year (2011:

2,426 million euros). Besides the 12 million

euros in tangible fixed assets on the balance

sheet (primarily the office building located

on Begijnenvest and Schermersstraat in Ant-

werp), the assets consist of 50 million euros

in investments and 2,348 million euros in

financial fixed assets.

Unlike in 2011, which was characterized

by a substantial portfolio growth following

the liquidation of the subsidiary Nationale

Investeringsmaatschappij, the portfolio un-

derwent only minor changes in 2012. The

largest investments in 2012 were the ad-

ditional investments by Ackermans & van

Haaren in Anima Care and Holding Groupe

Duval. Since Ackermans & van Haaren sold

no participations to speak of in 2012, virtu-

ally no capital gains were realized. The very

substantial capital gain that was reported in

2011 originated from the liquidation of the

Nationale Investeringsmaatschappij and was

not in the least recurrent.

On the liabilities side of the balance sheet,

the dividend payment of 56 million euros

Annual report of the board of directors

A n n u a l r e p o r t 2 0 1 2

Dear shareholder,

It is our privilege to report to you on the activities of our company during the past financial year and to sub-

mit to you for approval both the statutory and consolidated annual accounts closed on 31 December 2012.

In accordance with Article 119 of the Companies Code, the annual reports on the statutory and consoli-

dated annual accounts have been combined.

19

and the profit for the financial year of 40

million euros caused the shareholders’ equi-

ty to decrease to 1,639 million euros (2011:

1,655 million euros). In 2012, too, the short-

term financial debts consisted for the most

part of financial liabilities incurred by AvH

Coordination Center, a company that is an

integral part of the group and which fulfils

the role of internal bank for the group. The

other liabilities already include the profit

distribution for the 2012 financial year that

is being proposed to the ordinary general

meeting. As a result of the dividends re-

ceived, the financial year closed with a profit

amounting to 40 million euros.

Including the profit distribution proposal

submitted to the annual general meeting

on 27 May 2013, the statutory sharehold-

ers’ equity of Ackermans & van Haaren at

the end of 2012 stood at 1,639 million euros

as compared to 1,655 million euros at the

end of 2011. This amount does not include

unrealised capital gains present in the port-

folio of Ackermans & van Haaren and group

companies.

In the course of 2012, Ackermans & van

Haaren did not purchase own shares and

sold 13,500. These transactions are purely

related to the implementation of the stock

option plan.

3.2 Appropriation of the resultsThe board of directors proposes to appropri-

ate the result (in euros) as follows:

Profit from the previous financial year carried forward

1,480,698,020

Profit of the financial year 40,121,506

Total for appropriation 1,520,819,526

Allocation to the legal reserve

0

Allocation to the non-distributable reserves

0

Allocation to the distributable reserves

0

Dividends 55,939,830

Directors’ fees 277,500

Profit to be carried forward

1,464,602,196

The board of directors proposes to distrib-

ute a gross dividend of 1.67 euros per share.

After deduction of withholding tax, the net

dividend will amount to 1.2525 euros per

share.

If the annual general meeting approves this

proposal, the dividend will be payable from

3 June 2013. From that day onwards, hold-

ers of bearer shares can present themselves

to Bank Delen, Bank J.Van Breda & C°, Bank

Degroof, BNP Paribas Fortis, KBC Bank, ING

Belgium, Belfius Bank and Petercam and will

receive the dividend against presentation of

coupon no. 14.

Following this distribution, shareholders’ eq-

uity will stand at 1,638,622,063 euros and

will be composed as follows:

Capital

- Subscribed capital 2,295,278

- Issue premium 111,612,041

Reserves

- Legal reserve 248,081

- Non-distributable reserves 16,259,805

- Tax-exempt reserves 0

- Distributable reserves 43,604,663

Profit carried forward 1,464,602,196

Total 1,638,622,063

3.3 OutlookAs in previous years, the results for the cur-

rent financial year will to a large extent de-

pend on the dividends paid by the compa-

nies within the group and on the realization

of any capital gains or losses.

4. Major events after the closing of the financial yearSince the closing of the 2012 financial year,

there have been no major events which

could have a significant impact on the de-

velopment of the company, except those

referred to under II.3 below.

5. Research and developmentThe company did not undertake any activi-

ties in the area of research and development.

20

6. Financial instrumentsCompanies within the group may use fi-

nancial instruments for risk management

purposes. Specifically, these are instruments

principally intended to manage the risks

associated with fluctuating interest and ex-

change rates. The counterparties in the re-

lated transactions are exclusively first-ranked

banks. As at the end of 2012, neither Acker-

mans & van Haaren nor any other fully con-

solidated group company within the ‘AvH &

sub-holdings’ segment had any such instru-

ments outstanding.

7. Notices

7.1 Application of Article 523 of the Companies CodeExtract from the minutes of the meeting of

the board of directors of Ackermans & van

Haaren held on 13 November 2012:

“Mandate for granting stock options

Before the board of directors starts delibera-

tions on the granting of stock options, Luc

Bertrand declares 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 Companies Code.

Pursuant to Article 523 of the Companies

Code, Luc Bertrand states that he will inform

the company auditor of the conflict of inter-

est after this meeting. Luc Bertrand leaves

the meeting and does not take part in the

deliberations or decision-making concerning

this item.

Based on the recommendations of the re-

muneration committee, the board of di-

rectors decides to grant, under the current

stock option plan, Jacques Delen and Luc

Bertrand, each acting separately, special au-

thorization to offer a maximum of 50,000

options on Ackermans & van Haaren shares

to the members of the executive committee

and certain members of staff and independ-

ent service providers of Ackermans & van

Haaren and Sofinim.

The offering of the options is to take place

on 2 January 2013 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 hedge

the stock options through the purchase of

own shares, the proprietary consequences

for the company are in principle limited to (i)

the interest borne or lost during the period

running from the purchase of the shares to

their resale to the option holders, (ii) any dif-

ference between the purchase price of own

shares and the exercise price of the options

granted, and (iii) the accounting cost which

in pursuance of IFRS 2 must be shown in the

income statement and which has an impact

on the result per share.

Luc Bertrand rejoins the meeting.”

7.2 Additional remuneration for the auditorPursuant to Article 134, §§2 and 4 of the

Companies Code, we inform you that an ad-

ditional fee of 17,980 euros (excluding VAT)

was paid to Ernst & Young Tax Consultants

for tax advice and 5,750 euros (excluding

VAT) to Ernst & Young Bedrijfsrevisoren for

diverse activities.

7.3 Acquisition and transfer of own sharesOn 25 November 2011, the extraordinary

general meeting authorized the board of

directors of Ackermans & van Haaren to ac-

quire own shares within a well-defined price

range during a period of 5 years.

In the course of the 2012 financial year,

Ackermans & van Haaren did not acquire ad-

ditional own shares to cover its obligations

under the stock option plan.

A n n u a l r e p o r t 2 0 1 2

21

Taking into account the sale of 13,500

shares pursuant to the exercising of options,

the situation as at 31 December 2012 was

as follows:

Number of treasury shares

304,200 (0.91%)

Par value per share 0.07 euros

Average price per share

53.34 euros

Total investment value

16,225,052 euros

In addition, Brinvest, a direct subsidiary of

Ackermans & van Haaren, holds another

51,300 shares of Ackermans & van Haaren.

7.4 Notice pursuant to the law on takeover bidsIn a letter dated 18 February 2008, Scaldis

Invest sent a notice to the company in ac-

cordance with Article 74, §7 of the Act of

1 April 2007 on takeover bids. From this

notice, it appeared that Scaldis Invest owns

over 30% of the securities with voting rights

in Ackermans & van Haaren and that Sticht-

ing Administratiekantoor “Het Torentje” ex-

ercises ultimate control over Scaldis Invest.

7.5 Protection schemes (i) Powers of the management body

On 25 November 2011, the extraordinary

general meeting renewed the authorization

of the board of directors to proceed, in case

of a takeover bid for the securities of Acker-

mans & van Haaren, to a capital increase in

accordance with the provisions and within

the limits of Article 607 of the Companies

Code.

The board of directors is allowed to use

these powers if the notice of a takeover bid

is given by the Financial Services and Mar-

kets Authority ('FSMA') to the company

not later than three years after the date of

the abovementioned extraordinary general

meeting. The board of directors is also au-

thorised for a period of three years expiring

on 14 December 2014 to acquire or transfer

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 DEME NV which the company conclud-

ed on 22 March 2007 with Aannemings-

maatschappij CFE NV ('CFE') grants specific

rights to the latter in the case of a change or

acquisition of direct control over Ackermans

& van Haaren. These rights essentially mean

that in such case CFE has the option of ter-

minating the shareholders’ agreement.

22

II Consolidated annual accounts

1. Risks and uncertaintiesThis section describes, in general terms, the

risks facing Ackermans & van Haaren NV

(“AvH”) as an international investment com-

pany, and the operational and financial risks

associated with the different segments in

which it is active (either directly or indirectly

through its subsidiaries).

The executive committee of AvH is respon-

sible for the preparation of a framework for

internal control and risk management which

is submitted for approval to the board of di-

rectors. The board of directors is responsible

for the evaluation of the implementation

of this framework, taking into account the

evaluation carried out by the audit commit-

tee. At least once a year the audit committee

evaluates the internal control systems which

the executive committee has set up in order

to ascertain that the main risks have been

properly identified, reported and managed.

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 centrally

managed by AvH. The management teams

of the subsidiaries in question report to their

board of directors or audit committee on

their risk management.

Risks at the level of Ackermans & van Haaren

Strategic riskThe objective of AvH is to create shareholder

value by long-term investment in a limited

number of strategic participations. The avail-

ability of opportunities for investment and

divestment, however, is subject to macro-

economic, political, social and market condi-

tions. The achievement of the objective can

be adversely affected by difficulties encoun-

tered in identifying or financing transactions

or in the acquisition, integration or sale of

participations.

The definition and implementation of the

strategy of the group companies is also de-

pendent on this macroeconomic, political,

social and market context. By focusing as

a proactive shareholder on long-term value

creation and on the maintenance of opera-

tional and financial discipline, AvH endeav-

ours to limit those risks as much as possible.

In several group companies, AvH works

together with partners. In certain group

companies, AvH has a minority stake. The

diminished control which may result from

that situation could lead to relatively greater

risks; however, this is counterbalanced by a

close cooperation and by an active represen-

tation on the board of directors of the com-

panies concerned.

Risk related to the stock market listingAs a result of its listing on NYSE Euronext

Brussels, AvH is subject to a whole series of

regulations regarding information require-

ments, transparency reporting, takeover

bids, corporate governance and insider

trading. AvH pays the necessary attention

to keeping up and complying with the con-

stantly changing laws and regulations in this

area.

The volatility of the financial markets has an

impact on the value of the share of AvH (and

of some of its listed group companies). As

was mentioned earlier, AvH seeks to system-

atically create longterm shareholder value.

Short-term share price fluctuations and the

speculation associated with this can produce

a momentarily different risk profile.

A n n u a l r e p o r t 2 0 1 2

23

Liquidity riskAvH has sufficient resources at its disposal

to implement its strategy and has no net

financial debts. The subsidiaries are respon-

sible 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 external financial debts of ‘AvH & sub-

holdings’ virtually correspond to the treas-

ury bonds issued by AvH (commercial paper

programme). AvH has confirmed credit lines

from different banks with which it has a

long-term relationship, such credit lines am-

ply exceeding the outstanding commercial

paper obligations.

The board of directors believes that the li-

quidity risk is fairly limited.

Risks at group company level

Marine Engineering & Infrastructure The operational risks of this segment are

essentially associated with the execution

of often complex projects and are, among

other things, related to the technical design

of the projects and the integration of new

technologies; the setting of prices for ten-

ders and, in case of deviation, the possibil-

ity or impossibility of hedging against extra

costs and price increases; performance obli-

gations (in terms of cost, conformity, quality,

turnaround time) with the direct and indirect

consequences associated therewith, and the

time frame 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 strategic decisions

at the level of the board of directors and in

the selection of the top management of the

DEME group rather than in the management

of the operational risks mentioned above.

The construction and dredging sector is typi-

cally subject to economic fluctuations. The

market of large traditional infrastructural

dredging works is subject to strong cyclical

fluctuations on both the domestic and inter-

national markets. This has an impact on the

investment policy of private sector custom-

ers (e.g. oil companies or mining groups)

and of local and national authorities. 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 sells foreign

currency 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 closely moni-

tored too. For the purposes of large foreign

contracts, for instance, DEME regularly uses

the services of the Office national du du-

croire/Nationale Delcrederedienst (ONDD

- Belgium’s national delcredere office) in-

sofar as the country concerned qualifies

for this service and the risk can be cov-

ered by credit insurance. For largescale

infrastructural dredging contracts, DEME

is dependent on the ability of custom-

ers to obtain financing and can, if neces-

sary, organize its own project financing.

Van Laere bills and is paid as the works pro-

gress. 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 interna-

tional 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 continu-

ously monitors its balance sheet structure

and pursues a balance between a consoli-

dated shareholders’ equity position and con-

solidated net debts. DEME has major credit

and guarantee commitments with a whole

string of international banks. In a number of

cases, certain ratios (covenants) were agreed

in the loan agreements with the relevant

banks which DEME must observe. In addi-

tion, it has a commercial paper programme

to cover short-term financial needs. DEME

predominantly invests in equipment with

a long life which is written off over several

years. For that reason, DEME seeks to sched-

ule a substantial part of its debts over a long

term. Om bovendien In order to diversify the

funding over several sources, DEME issued

a retail bond of 200 million euros in Janu-

ary 2013. This was placed with a diversified

DEME

24

group of (mainly private) investors. Accor-

ding to the terms of issue, DEME will not

make any interim redemptions of the princi-

pal, but will instead repay everything on the

maturity date in 2019.

Private BankingThe credit risk and risk profile of the invest-

ment portfolio have for many years now

been deliberately kept very low by Delen

Private Bank and Bank J.Van Breda & C°.

The banks invest in a conservative manner.

In the case of Delen Private Bank, lending

to customers is limited and is guaranteed by

pledges on securities. The credit portfolio of

Bank J.Van Breda & C° is very widely spread

among a client base of local entrepreneurs

and professionals, and credit is granted to

this target group of clients. The bank applies

concentration limits per sector and maxi-

mum 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 NBB.

Where the terms of assets and liabilities do

not match sufficiently, the bank deploys

hedging instruments (a combination of in-

terest rate swaps and options) to correct

the balance. The interest rate risk at Delen

Private Bank 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 at Delen Invest-

ments is limited to the holdings in foreign

currency (Delen Suisse & JM Finn & Co). At

present, the net exposure in pound sterling

is limited since the impact of exchange rate

fluctuations on the equity of JM Finn & Co is

neutralized by an opposite impact on the li-

quidity obligation on the remaining 26.51%

in JM Finn & Co.

The liquidity and solvency risk of the

banks is continuously monitored by a proac-

tive risk management. Furthermore, the two

groups have more than sufficient liquid as-

sets to meet their commitments, as well as

sound Core Tier1 equity ratios.

Both banks are adequately protected against

business risk or income volatility risk. The

operating charges of Delen Private Bank 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.

Since Delen Investments does not manage a

share portfolio of its own, the direct market

risk is limited to open overnight positions

for securities purchased or sold for clients

and not yet settled. The (indirect) risk that a

prolonged stock market decline impairs the

bank’s assets under management is counter-

balanced by a solid cost/income ratio for De-

len Investments, so that the group continues

to be profitable even in the event of a sharp

stock market decline.

Real Estate, Leisure & Senior CareThe operational risks in the real estate

sector can be classified according to the

different stages in the process. A first cru-

cial element is the quality of the offering of

the right buildings and services. In addition,

long-term lease contracts with solvent ten-

ants 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. Fi-

nally, the renovation and maintenance risk is

also continuously monitored.

The real estate development activity is sub-

ject to strong cyclical fluctuations (cyclical

risk). Development activities for office build-

ings tend to follow the conventional eco-

nomic cycle, whereas residential activities

respond more directly to the economic situa-

tion, 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.

The exchange 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

A n n u a l r e p o r t 2 0 1 2

Bank J.Van Breda & C° - Sint Niklaas Delen Private Bank

25

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 over

the long term.

The hedging policy for the real estate opera-

tions 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.

Energy & ResourcesThe focus of this segment is on businesses

in growth markets, such as India, Indonesia

and Poland. Since the companies concerned

are to a great extent active outside the euro

zone (Sagar Cements and Oriental Quar-

ries & Mines in India, Sipef in Indonesia and

Papua New Guinea among others), the cur-

rency exchange rate 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.

The output volumes and therefore the

turnover and margins realized by Sipef are to

some extent influenced by climatic conditi-

ons such as rainfall, sunshine, temperature

and humidity.

Finally, the group is in this segment also ex-

posed to fluctuations in raw material prices

(e.g. Sipef: palm oil, rubber and tea; Sagar

Cements: coal).

Development CapitalAvH makes venture capital available to a lim-

ited number of companies with international

growth potential. The investment horizon is

on average longer than that of the tradition-

al players on the development capital mar-

ket. The investments are usually made with

conservative debt ratios, with in principle no

advances or securities being granted to or

for the benefit of the group companies con-

cerned. 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 those investments

with shareholders’ equity.

The economic situation has a direct impact

on the results of the group’s companies, par-

ticularly 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 sales prices, competitive risks, etc. The

companies monitor those risks themselves

and can try to limit them by operational and

financial discipline and by strategic focus.

Monitoring and control by AvH as a proac-

tive shareholder also play 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 monitored

and controlled by the group company itself.

Extensa - Tour & Taxis Sipef

26

2. Comments on the consolidated annual accountsThe consolidated annual accounts were

prepared in accordance with International

Financial Reporting Standards (IFRS).

The group’s consolidated balance sheet total

as at 31 December 2012 amounted to 6,759

million euros, which is an increase of 4%

compared to the figure for the end of 2011

(6,517 million euros). This balance sheet to-

tal is obviously impacted by the manner in

which certain group companies are included

in the consolidation.

The accounting principles used remained un-

changed from those applied to the accounts

for 2011. Shareholders’ equity (group share)

at the end of 2012 was 2,007 million euros,

which represents an increase of 125 million

euros compared to the figure for the end of

2011. In June 2012, AvH paid out a gross

dividend of 1.64 euros per share, resulting

in a decrease in equity by 54.3 million euros.

In the course of 2012, investments amount-

ed to 51 million euros, while divestments

reached 65 million euros. Apart from some

smaller investments, an additional 26.1 mil-

lion euros was invested in Hertel; the capi-

tal of Anima Care was further paid up, in

an amount of 8.4 million euros, in order

to finance the expansion of the retirement

home portfolio, and AvH increased its stake

in Groupe Financière Duval by 1.96% to

41.14%. AvH further streamlined its portfo-

lio with the sale of its interests in Alural Bel-

gium (60% through Sofinim), AR Metallizing

(63% through Sofinim), Gulf Lime (35%),

and the sale of 2% of its interest in Koffie F.

Rombouts (remaining interest 12%).

The net cash position of Ackermans & van

Haaren stood at 87.9 million euros at the

end of 2012, compared with 73.0 million

euros at the end of 2011.

An (economic) breakdown of the results for

the group’s various activity segments is set

out in the ‘Key Figures’ appendix to the an-

nual report.

Marine Engineering & Infrastructure.

DEME’s profit contribution decreased in

2012 despite an increase in turnover and a

very solid order book. Rent-A-Port contrib-

uted positively thanks to the strong perfor-

mance of its Vietnamese operations.

Despite the persistent economic slowdown

in large parts of the world, DEME (AvH

50%) managed to increase its turnover in

2012 to 1,915 million euros (compared to

1,766 million euros in 2011) thanks to a

well-filled order book (3,317 million euros

compared to 2,404 million euros at the end

of 2011) and a strategy that is resolutely fo-

cused on a balanced spread of its activities,

coupled with a multidisciplinary approach to

markets and customers.

The traditional dredging activities in 2012

represented 65% of DEME’s turnover. The

ancillary activities, such as environmental

works, services to the oil, gas and mining

industry, extraction of construction aggre-

gates at sea, and the construction of off-

shore wind farms, together accounted for

the remaining 35% of turnover. GeoSea and

Tideway in particular, which specialize in

maritime and offshore construction works,

witnessed a spectacular growth as a result

of the rapidly growing renewable energy

market and developments in the oil and gas

industry.

The EBITDA increased from 300 million eu-

ros in 2011 to 351 million euros, whereas

the net result decreased to 89.4 million

euros due to higher depreciation expenses

resulting from the expansion of the fleet, as

well as increased financial costs.

The order book contains a fair number of

new orders from across all continents. These

include some strategic contracts which the

group won for the construction of port and

oil & gas infrastructures in Australia and the

Persian Gulf. MEDCO (DEME 44%) signed

the New Port Project in Qatar (total value

941 million euros), and the Wheatstone LNG

project of Chevron in Australia (total value

916 million euros) was approved. In addi-

tion, GeoSea was awarded a contract for the

construction and installation of the founda-

tions for the Northwind offshore wind tur-

bine project off the Belgian coast (turnover

in excess of 230 million euros).

In 2012, DEME concluded its ambitious in-

vestment programme for the period 2008-

A n n u a l r e p o r t 2 0 1 2

DEME - Thornton Bank

27

2012, and seven new vessels were launched

and put into service: the backhoe dredger

‘Peter the Great’, the DP2 jack-up vessel

‘Neptune’, the rock cutter dredger ‘Am-

biorix’ (28,000 kW), the state-of-the art

high-tech jack-up vessel ‘Innovation’, two

maintenance vessels ‘Arista’ and ‘Aquata’,

and finally the seagoing cutter dredger

‘Amazone’ (12,860 kW). With these vessels,

the group has one of the most advanced, ef-

ficient and versatile fleets in the world.

Targeted commercial efforts enabled

Algemene Aannemingen Van Laere

(AvH 100%) to realize in 2012 another

significant increase in turnover (161 million

euros, +17% compared to 2011). Several

projects were successfully implemented,

such as the State Archives in Bruges, the

Jetair-Tui hangar at Brussels Airport, and

the Genzyme project in Geel. The net re-

sult, however, decreased (1.2 million euros

compared to 1.7 million euros in 2011)

due to the extremely competitive market,

some difficult sites and the start-up costs

of the parking company Alfa Park. The or-

der book amounted to 131 million euros

at the end of the year, which bodes well

for 2013.

Bank (17,884 million euros) and JM Finn

(7,971 million euros) contributed to this

growth of 14.6% compared to the end of

2011 (22,570 million euros). The group pri-

marily benefited from a major organic net

growth, with an inflow of new assets from

both existing and new private clients, as well

as from the impact of recovering financial

markets on its client portfolio. The gross

operating income of Delen Investments in-

creased to 214.8 million euros (2011: 162.5

million euros), primarily thanks to the higher

level of assets under management and

the recognition of JM Finn & Co for a full

year (2011: three months). The cost - in-

come ratio remained highly competitive at

55.2% (38.8% for Delen Private Bank), but

increased substantially as expected in com-

parison to the previous year (44.2%), as a

result of the consolidation of JM Finn for a

full financial year. The net profit amounted

to 62.6 million euros (57.2 million euros in

2011). The consolidated equity of Delen In-

vestments (group share) at the end of 2012

stood at 414.5 million euros (364.3 million

euros at the end of 2011). The group is

more than adequately capitalized and am-

ply satisfies the Basel II and Basel III criteria

with respect to equity. The Core Tier I capi-

2012 was a breakthrough year for Rent-

A-Port (AvH 45%) in several respects,

particularly in Vietnam, Oman and Qatar.

The project in the industrial zone of Dinh

Vu (Vietnam) is a success and will probably

be extended to 1,500 ha of industrial land.

Negotiations for this project are expected

to be completed in the course of 2013. In

December, a key contract was signed in

Oman between the Omani government

and ‘Consortium Antwerp Port’ for the

concession of the port and industrial es-

tates of Duqm for a 30-year period. Rent-

A-Port realized a net profit in 2012 of 12.3

million euros.

Private Banking. The solid performance

of Delen Investments and Bank J.Van Breda

& C° has raised the volume of assets under

management to a record level. The profit

contribution of this segment is less than in

2011 due to a one-off negative goodwill

which at the time was recognized in the re-

sults.

The assets under management of the

Delen Investments (AvH 78.75%) group

attained a record high of 25,855 million eu-

ros at the end of 2012. Both Delen Private

DEME - Aquata Van Laere - Leopold III tunnel (Brussels)

28

tal ratio stood at 23.1% and remained well

above the industry average, taking into ac-

count the acquisition of the stake in JM Finn

and the long-term commitment to buy out

minority shareholders in JM Finn.

Bank J.Van Breda & C° (AvH 78.75%)

again showed a strong financial performance

in 2012. As a result of a constant inflow

of funds, the total client assets (incl. ABK)

grew by 7% to 8.0 billion euros (2011: 7.5

billion euros, 7 months ABK), of which 3.4

billion euros client deposits and 4.6 billion

euros entrusted funds. After a 20% volume

growth in 2011, client deposits stagnated in

2012. The 14% increase in entrusted funds

is due to the inflow of additional funds and

the excellent financial performance of the

assets under management. Of these, 2.5 bil-

lion euros is managed by Delen Private Bank.

Aslo the loan volume from the banking core

clients increased further to 2.9 billion euros,

while provisions for loan losses remained

very low (0.08%).

The consolidated net profit for 2012

amounted to 27.7 million euros, compared

to the normalized net result of 26.4 million

euros in 2011. The cost - income ratio stood

at 58% (61% in 2011). The consolidated

equity (group share) increased from 395.0

million euros to 427.3 million euros. This

equity solidifies the bank’s position to sus-

tain its steady growth on a sound financial

footing. Furthermore, the bank already sat-

isfies the solvency criteria which the Basel III

agreement will implement, with a financial

leverage (assets-to-equity ratio) of 9 and a

Core Tier 1 capital ratio of 14.2%.

At the end of 2012, ABK took the opportu-

nity to exit from the Beroepskrediet statute,

subject to payment of an extraordinary con-

tribution of 60.1 million euros, with only a

limited impact on its equity position. This en-

ables it to roll out the strategy of asset man-

ager in a more flexible way and to organ-

ize the partnership between ABK and Bank

J.Van Breda & C° as efficiently as possible.

Real Estate, Leisure & Senior Care. The

active management of Leasinvest Real Estate

led to a growth of its real estate portfolio

and net profit. The development activities of

Extensa and Groupe Financière Duval, how-

ever, had a negative impact on the contribu-

tion to the group results.

Due to the delay of various permits and the

poor economic climate in Romania, Extensa

(AvH 100%) made a loss in 2012 of 5.3 mil-

lion euros, of which 3.2 million euros in im-

pairments and exchange losses.

The group sold some land at a profit and

successfully continued the sale of its prop-

erty developments in Roeselare, Hasselt and

Istanbul. In Wallonia, Extensa is actively in-

volved in three real estate promotion pro-

jects, which will contribute to the results

within a few years.

The permit for the construction of a pas-

sive office building on the Tour & Taxis site

(Extensa 50%) in Brussels was obtained in

July 2012, and construction works have be-

gun. The building will be completed in 2014

along with a new public car park. Construc-

tion works on the Grossfeld site in Luxem-

bourg (Extensa 50%) couldn't start yet,

which meant that the projected results could

not be realized in 2012.

Strategically, 2012 was a crucial year for

Leasinvest Real Estate (LRE, AvH 30.01%).

Firstly, significant investments made the

Grand Duchy of Luxembourg the main in-

vestment market for LRE (53% of the real

estate portfolio, compared to 47% in Bel-

gium); secondly, the share of retail increased

substantially in the split of the portfolio by

type of building (offices 47%, retail 29%,

and logistics 24%).

The fair value of this real estate portfolio, in-

cluding project developments, stood at 618

million euros at the end of the year (com-

pared to 504 million euros at 31/12/2011).

This 22.5% increase is primarily the result

of the investments in the Knauf shopping

centre, the Rix Hotel (both in Luxembourg),

and the State Archives in Bruges. As a result

of these major investments, rental income in

2012 increased to 38 million euros (36.6 mil-

lion euros at the end of 2011).

As a result of the new (re)lettings and the

fully let investments, the average duration of

the portfolio increased to 4.9 years and the

occupancy rate rose from 92.57% (2011) to

nearly 95%. In June, 100% of the logistical

premises of Canal Logistics (Brussels) were

occupied as a result of new lettings; in De-

cember, a major lease and services agree-

ment was concluded for 2,300 m² in the

building The Crescent (Anderlecht), raising

its occupancy rate to 62.5%.

The rental yield, calculated on the fair value,

was 7.30% at 31/12/2012 (2011: 7.23%),

and the debt ratio increased to 56.19%

(47.29% at 31/12/2011). Leasinvest Real

Estate ended 2012 with a higher net result

of 20.5 million euros (2011: 12.6 million eu-

ros), thanks to increased rental income and

the absence of negative value adjustments

on the portfolio.

Groupe Financière Duval (AvH 41.14%)

realized a lower net result in 2012 (3.9 mil-

lion euros compared to 6.6 million euros in

2011), despite a substantial increase (+19%)

in turnover to 514 million euros. The pro-

motion activities witnessed a delay in the

permitting procedure for certain projects, as

well as exceptional losses in project manage-

ment. The exploitation activities (Odalys holi-

day parks, Résidalya retirement homes, and

NGF golf) continue to make the biggest and

fairly constant contribution to the operating

results of the Duval group.

Energy & Resources. After the record year

2011 with very high market prices, Sipef

stands firm thanks to the increase of the

production volumes of palm oil and rubber.

Plantation group Sipef (AvH 26.69%) real-

ized rising production volumes in 2012 for

the four basic products palm oil, rubber, tea

and bananas. This growth is attributable to

favourable weather conditions, greater ma-

A n n u a l r e p o r t 2 0 1 2

29

turity of the plantations, and newly devel-

oped acreage.

A lower demand for palm oil from China

and the biofuel industry, combined with

higher production volumes in the main pro-

ducing countries, resulted in higher stocks in

the second half of the year and had an im-

pact on palm oil pricing. Coupled with rising

costs as a result of local inflation and higher

labour costs, this had a negative impact on

operating results.

The turnover stood at 333 million USD (368

million USD in 2011), while the net result

decreased by 28% to 68.4 million USD com-

pared to the record year 2011 (95.1 million

USD).

Despite a delay in the implementation of

the expansion plans in Papua New Guinea

and Indonesia as a result of sustainability

procedures and technical limitations, 1,790

hectares were added to the planted acreage

of the group. This acreage has now topped

65,000 hectares, of which more than 20%

has not yet reached the production stage.

Development Capital. The contribution

from the Development Capital segment was

encumbered by the non-recurring results of

Hertel. Thanks to the capital gains from the

sales of AR Metallizing and Alural Belgium,

this segment had a larger contribution to

the group result. The results of the different

participations in this segment are described

from page 98 onwards.

3. Key events after the closing of the financial yearOn 16 January 2013, Sofinim and NPM Capi-

tal contributed to a substantial refinancing of

Hertel by way of a cash injection of 75 mil-

lion euros (Sofinim 37.5 million euros). This

has laid the foundations for an upturn in the

results, and at the same time served to dras-

tically reduce Hertel’s net financial debt to

27.6 million euros.

On 25 January 2013, AvH announced that

Sofinim has agreed to sell its 72.92% stake

in Spano Invest to the Unilin group. The

transaction, which is subject to the approval

of the competition authorities and to other

customary conditions precedent, is expected

(depending on the timing of the closing) to

result in a capital gain of more than 30 mil-

lion euros.

On 25 January 2013, DEME successfully is-

sued a retail bond of 200 million euros. These

debentures yield a gross interest of 4.145%

and are quoted on Alternext Brussels.

4. Research and developmentThe fully-consolidated group companies of

Ackermans & van Haaren did not engage in

any significant research and development

activities in 2012.

5. Financial instrumentsWithin the group (a.o. Bank J.Van Breda &

C°, Leasinvest Real Estate, DEME, Extensa),

an effort is being made to pursue a cautious

policy in terms of interest rate risk by using

interest swaps and options. A large number

of the group’s companies operate outside

the euro zone (for example DEME, Delen

Investments, Sipef, Hertel, Manuchar, Tele-

mond Group). Hedging activities for ex-

change rate risk are always carried out and

managed at the level of the individual com-

pany.

6. OutlookNotwithstanding a limited view of how the

economy will evolve in 2013, the board of

directors expects an improvement in the net

result.

Leasinvest - Canal Logistics (Neder-over-Heembeek) Sipef - Fresh palm fruit bunches entering the oil mill

30

III Corporate governance statement

1. GeneralAckermans & van Haaren has adopted the

Belgian Corporate Governance Code (the

‘Code’), as published on 12 March 2009, as

its reference code. The Code can be consult-

ed on the website of the Corporate Govern-

ance Committee (http://www.corporategov-

ernancecommittee.be).

On 14 April 2005, the board of directors of

Ackermans & van Haaren adopted the first

Corporate Governance Charter (‘Charter’).

The board of directors has subsequently up-

dated this Charter several times:

• On 18 April 2006, the Charter was aligned

to various Royal Decrees adopted pursuant

to European regulations on market abuse;

• On 15 January 2008, the board of directors

amended article 3.2.2. (b) of the Charter

in order to clarify the procedure regarding

investigations into irregularities;

• On 12 January 2010, the Charter was

modified to reflect the new Code and the

new independence criteria set forth in Arti-

cle 526ter of the Companies Code;

• On 4 October 2011, the board of direc-

tors deliberated on the adaptation of the

Charter to the Act of 6 April 2010 on the

reinforcement of corporate governance in

listed companies and the Act of 20 Decem-

ber 2010 on the exercise of certain share-

holders’ rights in listed companies. On this

occasion, the board of directors also tight-

ened its policy on the prevention of market

abuse (Section 5 of the Charter) with the

introduction of a prohibition on short sell-

ing and speculative share trading.

The Charter is available in three languages

(Dutch, French and English) on the company’s

website (www.avh.be).

This chapter (‘Corporate Governance State-

ment’) contains the information as referred

to in Articles 96, §2 and 119, second para-

graph, 7° of the Companies Code. In accord-

ance with the Code, this chapter specifically

focuses on factual information involving cor-

porate governance matters and explains any

derogations from certain provisions of the

Code during the past financial year in accord-

ance with the principle of ‘comply or explain’.

31

Board of directors - from left to right: Pierre Macharis, Pierre Willaert, Teun Jurgens, Julien Pestiaux, Jacques Delen, Luc Bertrand, Frederic van Haaren, Thierry van Baren

Jacques Delen (born 1949, Belgian) com-

pleted his studies as a stockbroker in 1976.

He is 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 ap-

pointed director at Ackermans & van Haaren

in 1992 and has been chairman of the board

of directors since 2011.

Luc Bertrand (born 1951, Belgian) is chair-

man of the executive committee of Acker-

mans & van Haaren. He graduated in 1974

as a commercial engineer (KU Leuven) and

began his career at Bankers Trust, where

he held the position of Vice-President and

Regional Sales Manager, Northern Europe.

He has been with Ackermans & van Haaren

since 1986. He holds various mandates as

director 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 and he

is a director at Sipef, Atenor Group and

Groupe Flo. Outside the group, Luc Bertrand

holds mandates as director at Schroeders

and ING Belgium. Luc Bertrand is also ac-

tive at the social level and is, among other

things, chairman of Guberna (the Belgian

Governance Institute) and Middelheim Pro-

motors, and sits on the boards of several

other non-profit organizations and public

institutions such as KU Leuven, de Duve

Institute, Institute of Tropical Medicine and

Museum Mayer van den Bergh. Luc Bertrand

was appointed director at Ackermans & van

Haaren in 1985.

Teun Jurgens (born 1948, Dutch) gradu-

ated as an agricultural engineer at the Rijks

Hogere Landbouwschool in Groningen (The

Netherlands). He was a member of the man-

agement team of Banque Paribas Nederland

and founder of Delta Mergers & Acquisi-

tions. Teun Jurgens was appointed director

at Ackermans & van Haaren in 1996.

Pierre Macharis (born 1962, Belgian) com-

pleted a master’s degree in commercial and

financial sciences (1986) and also earned

a degree in industrial engineering with a

specialization in automation (1983). He is

currently CEO and chairman of the execu-

tive committee of VPK Packaging Group, a

vertically integrated packaging group head-

quartered in Belgium. Pierre Macharis is also

chairman of Cobelpa, the Association of

Belgian Pulp, Paper and Boards Industries,

and is a director at AXA Belgium and CEPI,

the Confederation of European Paper Indus-

tries. Pierre Macharis was appointed director

at Ackermans & van Haaren in 2004 and is

chairman of the remuneration committee.

Julien Pestiaux (born 1979, Belgian) gradu-

ated in 2003 as electromechanical civil engi-

neer (specialization energy) at the Université

Catholique de Louvain and also obtained a

master’s degree in engineering management

at Cornell University (USA). Julien Pestiaux

specializes in energy and climate themes and

is partner at Climact, a company that advices

on these topics. He is currently working for

the federal government, a.o. on a strategic

plan for sustainable energy in Belgium, in

cooperation with the Department for Energy

and Climate Change in the UK. Before that,

he worked for five years as a consultant and

project leader at McKinsey & C°. Julien Pes-

tiaux was appointed director at Ackermans

Name Born Type of mandate Mandate end

Jacques Delen 1949 Chairman, non-executive 2016

Luc Bertrand 1951 Executive 2013

Teun Jurgens 1948 Non-executive 2014

Pierre Macharis 1962 Independent, non-executive 2016

Julien Pestiaux 1979 Independent, non-executive 2015

Thierry van Baren 1967 Independent, non-executive 2014

Frederic van Haaren 1960 Non-executive 2013

Pierre Willaert 1959 Non-executive 2016

2. Board of directors

2.1 Composition

32

& van Haaren in 2011 and is a member of

the audit committee.

Thierry van Baren (born 1967, French/

Dutch) holds a master’s degree and teach-

ing qualification in philosophy as well as an

MBA from Solvay Business School. He is cur-

rently an independent consultant. Thierry

van Baren was appointed director at Acker-

mans & van Haaren in 2006. He is a member

of the audit committee and of the remuner-

ation committee.

Frederic van Haaren (born 1960, Belgian)

is an independent entrepreneur and member

of the council of the municipality of Kapel-

len. He is also active as a director for various

companies and associations. He is, among

other things, a director at water-link, chair-

man of the non-profit organization Consul-

tatiebureau voor het Jonge Kind in Kapellen,

of Zonnekind primary school in Kalmthout

and of Bosgroepen Antwerpen Noord as

well as member of the police council of

the police zone North. Frederic van Haaren


Haaren in 1993 and is a member of the re-

muneration committee.

Pierre Willaert (born 1959, Belgian) holds

a master’s degree in commercial and finan-

cial sciences and obtained the degree of

the Belgian Association of Financial Analists

(ABAF-BVFA), of which he is still a member.

He worked for many years as a financial ana-

lyst at Bank Puilaetco. Later he became re-

sponsible for the institutional management

department. Pierre Willaert was a managing

partner and member of the audit commit-

tee at Bank Puilaetco until 2004 and is a di-

rector at Tein Technology, a Brussels-based

ICT company specializing in, among other

things, video surveillance. Pierre Willaert


Haaren in 1998 and has been chairman of

the audit committee since 2004.

The mandates of Luc Bertrand and Frederic

van Haaren will end at the annual general

meeting of 27 May 2013. The board of direc-

tors will propose to the annual general meet-

ing to renew their mandates for a term of four

years.

2.2 Independent directors• Pierre Macharis

• Julien Pestiaux

• Thierry van Baren

Pierre Macharis, Julien Pestiaux and Thierry

van Baren meet the independence criteria

set out in Article 526c of the Companies

Code.

2.3 Other directors• Luc Bertrand

• Jacques Delen

• Teun Jurgens

• Frederic van Haaren

• Pierre Willaert

Luc Bertrand and Jacques Delen are direc-

tors of Scaldis Invest which is, with a stake

of 33%, the principal shareholder of Acker-

mans & van Haaren. Luc Bertrand is also a di-

rector of Belfimas, which holds a controlling

interest of 91.35% in Scaldis Invest. Scaldis

Invest and Belfimas are holding companies

which exclusively invest (directly and indi-

rectly) in Ackermans & van Haaren shares.

2.4 Activity reportThe board of directors convened nine times

in 2012. The average attendance rate was

98.6%. Frederic van Haaren could not at-

tend the additional meeting of the board of

directors of 11 December 2012.

In 2012, the board of directors:

• discussed and regularly updated the

budget for the current financial year;

• monitored the group’s results and the de-

velopment of the activities of the various

group companies on the basis of reports

prepared by the executive committee,

• discussed the off-balance-sheet commit-

ments, and

• changed the composition of the executive

committee.

In 2012, the board of directors invited the

management teams of Anima Care, Hertel

Holding, DEME, Algemene Aannemingen

Van Laere, Extensa Group and Leasinvest

Real Estate to give a presentation on the

general state of affairs of their respective

companies or a particular investment. The

board of directors also took important deci-

sions on investments (capital increase Hertel

Holding, capital increase Anima Care) and

divestments (Alural Belgium, AR Metallizing

and Spano Invest) in the past financial year.

At its meeting of 11 December 2012, the

board of directors, together with the execu-

tive committee, deliberated on the strategy

of the group.

In accordance with Article 2.7 of the Char-

ter, assessment procedures are carried

out periodically within the board of direc-

tors. These assessments take place on the

initiative and under the supervision of the

chairman. The annual assessment by the

independent directors of the relationship

between the board of directors and the ex-

ecutive committee took place on 28 March

2012. This assessment procedure was car-

ried out in the absence of the executive di-

rector. On this occasion, the non-executive

directors expressed their general satisfaction

with the good quality of the collaboration

between the two bodies and made a num-

ber of suggestions to the executive director

in this respect.

2.5 Code of conduct regarding conflicts of interestThe board of directors published in the

Charter (Articles 2.9 and 4.7) its policy re-

garding 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 Companies Code or other-

wise). In 2012, no decisions were made to

which this policy applied.

A n n u a l r e p o r t 2 0 1 2

33

2.6 Code of conduct regarding financial transactionsThe board of directors published its policy on

the prevention of market abuse in the Char-

ter (Section 5).

3. Audit committee

3.1 Composition

Chairman Pierre Willaert

Non-executive director

Julien Pestiaux

Independent,

non-executive director

Thierry van Baren

Independent,


All members of the audit committee have

the necessary accounting and audit exper-

tise:

• Pierre Willaert (born 1959) holds a mas-

ter’s degree in commercial and financial

sciences and obtained the degree of the

Belgian Association of Financial Analists

(ABAF-BVFA), of which he is still a mem-

ber. He worked for many years as a finan-

cial analyst at Bank Puilaetco. Later he

became responsible for the institutional

management department. Pierre Willaert

was managing partner and member of

the audit committee of Bank Puilaetco

until 2004. Pierre Willaert was appointed

director at Ackermans & van Haaren in

1998 and has been chairman of the audit

committee since 2004.

• Julien Pestiaux (born 1979) graduated in

2003 as electromechanical civil engineer

(specialization energy) at the Université

Catholique de Louvain and also obtained

a master’s degree in engineering man-

agement at Cornell University (USA).

The focus of the master in engineering

management was on financial and eco-

nomic analyses. An important part of the

course was given at the Johnson Gradu-

ate School of Management of Cornell.

Julien Pestiaux is partner at Climact, a

company that advices on energy and

climate themes with numerous business

customers. Before that, he worked for five

years as a consultant and project leader at

McKinsey & C°, where he got acquainted

with different accounting aspects. Julien

Pestiaux was appointed director at Acker-

mans & van Haaren in 2011.

• Thierry van Baren (born 1967) holds a

master’s degree and teaching qualifica-

tion in philosophy and obtained an MBA

from Solvay Business School. As part of

this degree course, he specialized in,

among other things, ‘Finance’, ‘Financial

Accounting’ and ‘Managerial Account-

ing’. Thierry van Baren is now an inde-

pendent consultant and in this capacity

familiar with different accounting aspects.

Thierry van Baren became a board mem-

ber at Ackermans & van Haaren in 2006.

3.2 Activity reportThe audit committee convened four times in

2012 and was every time complete.

On 27 February and 20 August 2012, in the

presence of the financial management and

the auditor, the audit committee focused

mainly on the reporting process and on the

analysis of the annual and half-yearly finan-

cial statements respectively. The members

of the audit committee received upfront the

available reports of the audit committees of

the operational subsidiaries of Ackermans &

van Haaren.

The audit committee meeting of 21 March

2012 focused primarily on the financial re-

porting as published in the annual report of

2010 and the review of the ‘one-on-one’

rule related to the non-audit services pro-

vided by Ernst & Young.

At the audit committee meeting of 11 De-

cember 2012, the reporting on the internal

audit was discussed. The audit committee

also discussed an update of the internal

control and risk management system, the

ICT infrastructure and the current option

plans and off-balance-sheet commitments

within the group. Finally, the internal audit

planning for the 2013 financial year was ap-

proved.

The audit committee reported systematically

and extensively to the board of directors on

the performance of its duties.

34

4. Remuneration committee

4.1 Composition

Chairman Pierre Macharis

Independent,


Thierry van Baren

Independent,


Frederic van Haaren

Non-executive director

4.2 Activity reportThe remuneration committee convened

twice in 2012, on 28 March 2012 and on

13 November 2012, and was every time

complete.

At its meeting of 28 March 2012, the re-

muneration committee discussed the draft

remuneration report, which in accordance

with Article 96(3) of the Companies Code

constitutes a specific part of the Corporate

Governance Statement, and verified that

it contained all the information required

by law. The committee also reviewed the

payment of the variable remuneration to

the members of the executive committee

against the recommendations it had made

on this subject at its meeting of 15 Novem-

ber 2011.

At the meeting of 13 November 2012, the

committee discussed the fixed and variable

remuneration of the members of the execu-

tive committee for 2013, the remuneration

of the directors, and the number of stock

options to be granted to the members of

the executive committee, and made recom-

mendations in this respect to the board of

directors.

5. Nomination committeeOn 29 February 2012, the board of direc-

tors deliberated as nomination committee

and, in accordance with the procedure set

forth in Article 2.2.2 of the Charter, decided

to propose the renewal of the mandates

of Jacques Delen, Pierre Macharis (as inde-

pendent director) and Pierre Willaert to the

annual general meeting of 29 May 2012.

6. Executive committee

6.1 Composition

Chairman Luc Bertrand

Tom Bamelis

Piet Bevernage

Piet Dejonghe

Koen Janssen

(since 1 April 2012)

Jan Suykens

Jacques Delen, chairman of the board of di-

rectors, 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 mas-

ter’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 Bevernage (born 1968, Belgian) is sec-

retary general and a member of the execu-

tive committee at Ackermans & van Haaren.

He earned a master’s degree in law (KU Leu-

ven, 1991) and an LLM from the University

of Chicago Law School (1992). Piet Bever-

nage initially worked as a lawyer in the Cor-

porate and M&A Department at Loeff Claeys

Verbeke before moving to Ackermans & van

Haaren in 1995.

Piet Dejonghe (born 1966, Belgian) is a


Ackermans & van Haaren. After earning a

master’s degree in law (KU Leuven, 1989),

he completed a postgraduate in manage-

ment at KU Leuven (1990) and an MBA at

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.

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 engineer-

ing (KU Leuven, 1988), he went on to earn

a 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.

Koen Janssen (born 1970, Belgian) is a


Ackermans & van Haaren since 1 April 2012.

He holds a degree in electromechanical civil

engineering (KU Leuven, 1993) and com-

pleted an MBA at IEFSI (France, 1994). Koen

Janssen worked at Recticel, ING Investment

Banking and ING Private Equity before join-

ing Ackermans & van Haaren in 2001.

6.2 Activity reportThe executive committee convened 20 times

in 2012. The average attendance rate was

95.83%. The executive committee is respon-

sible for, among other things, the day-to-day

management of Ackermans & van Haaren

and prepares the decisions to be taken by

the board of directors.

During the previous financial year, the execu-

tive committee prepared and followed up

the participation in the boards of directors of

the subsidiaries, examined new investment

proposals (both in the current group compa-

nies and external), approved certain divest-

ments, prepared the quarterly, half-yearly

and annual financial reports and investigated

the implications of changes in the law rel-

evant for the company.

A n n u a l r e p o r t 2 0 1 2

35

7. Internal and external audit

7.1 External auditThe company’s statutory auditor is Ernst &

Young Bedrijfsrevisoren BCVBA, represented

by Marnix Van Dooren and Christel Wey-

meersch. The statutory auditor conducts

the external audit (of both consolidated

and statutory figures) of Ackermans & van

Haaren, and reports to the board of direc-

tors twice a year. The statutory auditor was

appointed at the ordinary general meeting

of 25 May 2010 for a three-year term, which

expires at the ordinary general meeting of

27 May 2013. At its meeting of 26 February

2013, the board of directors, on the recom-

mendation of the audit committee, decided

to propose to the ordinary general meeting

to reappoint Ernst & Young, represented by

Marnix Van Dooren, for another three-year

term.

In 2012, a statutory annual fee for auditing

the statutory and consolidated Ackermans &

van Haaren annual accounts of 43,260 euros

(excluding VAT) was paid to the auditor. In ad-

dition, a fee of 17,980 euros (excluding VAT)

was paid to Ernst & Young Tax Consultants for

tax advice and 5,750 euros (excluding VAT) to

Ernst & Young Bedrijfsrevisoren for various ac-

tivities.

The total fees for audit activities paid in

2012 by Ackermans & van Haaren and its

consolidated subsidiaries to Ernst & Young

amounted to 734,756 euros (including the

abovementioned 43,260 euros).

7.2 Internal auditThe internal audit is conducted by the

group controllers, Hilde Delabie and Ben De

Voecht, who report to the executive commit-

tee. At least once a year, the group control-

lers report directly to the audit committee.

7.3 Principal features of the internal control and risk management systems with regard to the process of financial reporting and preparation of the consolidated annual accountsThe board of directors of Ackermans & van

Haaren is responsible for assessing the ef-

fectiveness of the internal control and risk

management systems.

By the present system, the board of direc-

tors aims, at group level, to ensure that the

group’s objectives are attained and, at sub-

sidiary level, to monitor the implementation

of appropriate systems that take into ac-

count the nature of each company (size, type

of activities, etc) and its relationship with

Ackermans & van Haaren (controlling inter-

est, shareholders’ agreement, etc).

Given the diversified portfolio and the small

number of staff working at the holding com-

pany, the group opted for a customized in-

ternal control model that nevertheless has all

the essential features of a conventional sys-

tem. The internal control and risk manage-

ment system is characterized by a transparent

and collegiate structure. The executive com-

mittee deliberates and decides by consensus.

Risks are identified on an ongoing basis and

properly analyzed. Appropriate measures are

proposed to accept, limit, transfer or avoid

the identified risks. These assessments and

decisions are clearly minuted and document-

ed to allow a strict follow-up.

The board of directors also regards the

timely provision of complete, reliable and

relevant financial information in accordance

with IFRS and with the other Belgian report-

ing requirements to all internal and external

stakeholders as an essential element of its

corporate governance policy. The internal

control and management systems for finan-

cial reporting endeavour to satisfy those re-

quirements as fully as possible.

7.3.1 Control environmentThe control environment is the framework

within which internal control and risk man-

agement systems are set up. It comprises the

following elements:

a. Integrity and ethics

The family values that underlie the group’s

success are today reflected in a relationship

between the different stakeholders that

is based on respect: the shareholders, the

management, the board of directors and the

staff, but also the business partners. Those

values are put into practice by the manage-

ment on a daily basis, and are explicitly en-

shrined in the Internal Company Guidelines

to ensure that they are clear to everyone.

b. Skills

Another cornerstone of Ackermans & van

Haaren’s management policy is the fact of

working together as a professional team.

Special attention is paid to a balanced and

qualitative content for every position within

the organization. Additionally, the necessary

training is provided to ensure that knowl-

edge is constantly honed and fine-tuned.

Highly skilled people with the right experi-

ence and attitude in the right job form the

basis of the group’s internal control and risk

management system. This equally applies to

the board of directors and the audit com-

mittee, who strive for complementary back-

grounds and experience of the members.

c. Board of directors/audit committee

The duties and responsibilities of the board

of directors and, by extension, its advisory

committees, such as the audit committee,

are clearly set out in the Charter. The audit

committee oversees the financial reporting

of the group, the internal control and risk

management system, and the internal and

external audit procedures.

d. Organizational structure,

responsibilities and powers

As was already pointed out, Ackermans &

van Haaren has a highly transparent organi-

zational structure at group level, where deci-

sions are taken collectively by the executive

committee. The organizational structure and

36

powers are clearly set out in the Internal

Company Guidelines.

7.3.2 Risk management processThe risks with regard to financial reporting

have been identified and can be divided into

a number of categories.

Risks at subsidiary level: These are typically

highly diverse and are addressed by the at-

tendance by the investment managers of

Ackermans & van Haaren at the meetings of

the boards of directors and advisory commit-

tees of the subsidiaries, clear reporting in-

structions to the subsidiaries with deadlines

and standardized reporting formats and ac-

counting principles, and an external audit of

the half-yearly and annual figures that also

takes into account internal control and risk

management features at the level of each

individual company.

Risks in terms of provision of information:

These are addressed by a periodical IT audit,

a proactive approach involving the imple-

mentation of updates, backup facilities and

regular testing of the IT infrastructure. Busi-

ness continuity and disaster recovery plans

have also been put in place.

Risks in terms of changing regulations: These

are addressed by close monitoring of the

legislative framework on financial reporting

and by a proactive dialogue with the auditor.

Finally, there is the integrity risk, which is

addressed by maximum integration of ac-

counting and reporting software, extensive

internal reporting.

7.3.3 Control activitiesAs was already pointed out above in the de-

scription of the risks, various controls are built

into the financial reporting process in order to

meet the objectives with regard to this report-

ing as fully as possible.

First, a number of basic controls such as segre-

gation of duties and delegation of powers are

built into the administrative cycles at group

level: purchasing, payroll and (dis)investments.

This ensures that only permissible transactions

are processed. The integration of accounting

and reporting software at group level serves

to cover a number of integrity risks. Addition-

ally, a stable IT infrastructure with the neces-

sary backup systems guarantees an adequate

communication of information.

Clear reporting instructions with timely com-

munication of deadlines, standardized report-

ing formats and uniform accounting princi-

ples are meant to address certain quality risks

in the reporting by the subsidiaries.

There is also a cycle of external audit of both

the consolidated group reporting and the re-

porting by the subsidiaries. One of the pur-

poses of this external audit is to assess the

effectiveness of the internal control and risk

management systems implemented by the

subsidiaries and to report on this to the statu-

tory auditor of Ackermans & van Haaren.

Finally, there is a system of internal audit of

the financial reporting by the different policy

and management levels. This internal audit is

completed prior to the external reporting.

Changes in the legislative framework on fi-

nancial reporting are closely monitored and

the impact on the group reporting is discussed

proactively with the financial management

and the external auditor.

7.3.4 Information and communicationThe Charter provides that every employee

of Ackermans & van Haaren can approach

the chairman of the board of directors and/

or the chairman of the audit committee di-

rectly to inform them of any irregularities in

financial reporting or other matters.

7.3.5 ReviewEach year, the internal control and risk man-

agement system is reviewed by the internal

auditor for effectiveness and compliance.

The internal auditor reports his findings to

the audit committee.

A n n u a l r e p o r t 2 0 1 2

37

8. Shareholder structure and cross shareholdings

8.1 Shareholder structureScaldis Invest 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’.

8.2 Cross shareholdingsAckermans & van Haaren held an indi-

rect stake of 2.59% in the share capital of

Belfimas. Ackermans & van Haaren holds

304,200 own shares as at 31 December

2012. These shares were acquired between

2001 and 2011 with a view to covering the

stock option plan. Its direct subsidiary, Brin-

vest NV (99.9%), holds 51,300 shares in

Ackermans & van Haaren.

8.3 Graphic representationThe shareholder structure and cross share-

holdings, as known on 31 December 2012,

are shown below:

8.4 Reference shareholderBelfimas is the (indirect) reference share-

holder of Ackermans & van Haaren. Belfi-

mas’ sole purpose is to invest, directly or in-

directly, 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. One of

Ackermans & van Haaren’s directors, Luc

Bertrand, is a member of the board of di-

rectors of Belfimas. The board of directors

is not aware of any agreements between

Ackermans & van Haaren shareholders.

9. Comply or explainThe Charter of Ackermans & van Haaren

does not comply with the provisions of the

Code on two points only:

9.1 Gender diversityIn accordance with paragraph 2.1 of the

Code, the board of directors must be com-

posed in a manner compliant with the prin-

ciples of gender diversity as well as of diver-

sity in general.

The board of directors of Ackermans & van

Haaren is currently composed of eight men

with varying yet complementary knowledge

bases and fields of experience.

The board of directors has taken note of the

recommendations of the Corporate Govern-

ance Committee with regard to the repre-

sentation of women on boards of directors

of listed companies and it is also aware of

article 518bis of the Companies Code. The

board of directors will make every effort to

propose at least 3 female candidate direc-

tors for nomination by the general meeting

by 1 January 2017.

9.2 Composition of the nomination committeeIn accordance with provision 5.3/1, Appen-

dix D of the Code, the majority of the mem-

bers of the nomination committee should be

independent non-executive directors. The

Ackermans & van Haaren nomination com-

mittee consists of all members of the board

of directors. Since only three members of

the board of directors are independent non-

executive directors (out of a total of 8), the

Charter derogates from the Code in that

respect. The board of directors is of the

opinion that in its entirety it is better able to

evaluate its size, composition and succession

planning.

2.59%

Stichting Administratie-kantoor ‘Het Torentje’

Belfimas NV

Scaldis Invest NV

control

91.35%

33%


38

IV Remuneration report

1. Procedure for developing a remuneration policy and determining the level of remunerationIn 2012, the company followed the proce-

dure set out below for developing its remu-

neration policy and determining the level of

remuneration paid to non-executive direc-

tors and members of the executive commit-

tee.

1.1 Remuneration policyAt its meeting of 28 March 2012, the re-

muneration committee discussed the draft

remuneration report, which in accordance

with Article 96(3) of the Companies Code

constitutes a specific part of the Corporate

Governance Statement, and saw to it that

the draft report contains all the informa-

tion required by law. The committee also

reviewed the payment of the variable remu-

neration to the members of the executive

committee against the recommendations it

had made on this subject at its meeting of

15 November 2011.

At the meeting of 13 November 2012, the

committee discussed the fixed and variable

remuneration of the members of the execu-

tive committee for 2013, the remuneration

of the directors, and the number of stock

options to be granted to the members of

the executive committee, and made recom-

mendations in this respect to the board of

directors.

It should be remembered that, on 25 Novem-

ber 2011, the extraordinary general meeting

authorized the board of directors, notwith-

standing Article 520c, second paragraph of

the Companies Code, to link the entire vari-

able remuneration of the members of the

executive committee to predetermined and

objectively quantifiable performance criteria

measured over a one-year period.

1.2 Remuneration levelThe remuneration paid to the members of

the executive committee consists of five ele-

ments (see 2.1 below). These elements are

assessed each year, generally during a meet-

ing in November or December, by the remu-

neration committee and verified for compli-

ance with market practices. Verification is

carried out based on public information (for

example, the remuneration data disclosed in

the annual reports of other comparable list-

ed companies) and/or salary studies, and any

modifications proposed by the remuneration

committee are submitted to the board of di-

rectors for approval.

The remuneration of non-executive directors

consists exclusively of a fixed remuneration

comprised of a basic amount and, where

applicable, an additional amount for the di-

rector’s membership of a specific committee.

Remuneration for non-executive directors is

periodically verified by the remuneration

committee.

Any modifications proposed by the commit-

tee are submitted to the general meeting for

approval.

2. Application of the remuneration policy to the members of the executive committee in 2012

2.1 PrinciplesThe remuneration paid to the members of

the executive committee consists of five ele-

ments:

• fixed remuneration,

• variable remuneration, i.e. (cash) bonus

based on the consolidated net result,

• stock options,

• ‘fixed-contribution’ group insurance

scheme (supplementary pension, death

benefit, disability allowance and orphan’s

pension) and hospitalization insurance,

and

• a company car and a smartphone.

The company seeks a balance between a

fixed remuneration in line with the market

on the one hand, and a combination of

short-term incentives (such as the annual

cash bonus) and long-term incentives (stock

options) on the other.

The fixed remuneration for the members

of the executive committee (salary, group

and hospitalization insurance, company car)

evolves according to their responsibilities

and experience, as well as to market devel-

opments.

The bonus that is granted to members of

the executive committee is based on prede-

termined and objectively quantifiable per-

formance criteria measured over a period

of one financial year and is, in particular,

dependent on the consolidated net result.

There is no long-term cash incentive plan.

The bonus is paid out in cash in March, after

the board of directors has approved the con-

solidated net result of the previous financial

year.

The granting of stock options is not linked to

predetermined and objectively quantifiable

performance criteria. The board of directors

decides on the granting of stock options to

members of the executive committee based

on the recommendation of the remunera-

tion committee. Stock options are granted

under a stock option plan that was approved

in 1999 by the board of directors, which also

serves as an incentive for persons who are

not members of the executive committee.

In accordance with applicable tax law, the

members of the executive committee are

taxed on the stock options that are granted.

The ultimate value of this remuneration ele-

ment is dependent on how the share price

evolves.

A n n u a l r e p o r t 2 0 1 2

39

2.2 Relative weighting of each element of the remunerationIn 2012, the relative share of each element

in the overall remuneration paid to members

of the executive committee was as follows:

Fixed compensation 51.71%

Bonus 34.92%

Stock options 4.75%

Group and hospitalisation insurance

7.60%

Company car and smartphone 1.02%

2.3 Characteristics of the stock optionsThe 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 ex-

ercised 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 of-

fer.

2.4 Changes to the remuneration policyNo significant changes were made to the re-

muneration policy in 2012.

2.5 Remuneration policy for the next two financial years (2013-2014)The board of directors does not expect to

make any fundamental changes to the re-

muneration policy in the current and next

financial years.

2.6 Remuneration of the CEOThe gross amount paid directly or indirectly

by Ackermans & van Haaren or its subsidi-

aries in the form of individual remuneration

and other benefits to the CEO in 2012 can

be broken down as follows:

Status self-employed

Fixed compensation € 671,918

Variable compensation* € 567,077

Stock options € 94,265

Group insurance (‘fixed contribution’ type) and hospitalisation insurance (contributions paid by the company)

€ 108,964

Benefits in kind (company car and smart-phone)

€ 12,754

* Including the director’s fee of Sipef for an amount of € 20,000 (see 3. below)

2.7 Remuneration of the other members of the executive committeeThe total gross amount paid directly or indi-

rectly by Ackermans & van Haaren or its sub-

sidiaries in the form of individual remunera-

tion and other benefits to the other members

of the executive committee in 2012 can be

broken down as follows:

Status self-employed

Fixed remuneration € 1,638,782

Variable remuneration € 993,413

Stock options € 117,831

Group insurance (‘fixed contribution’ type) and hospitalisation insurance (contributions paid by the company)

€ 230,598

Benefits in kind (company car and smart-phone)

€ 32,642

2.8 Options exercised by and granted to the members of the executive committee in 2012(i) Exercised in 2012

None of the members of the executive com-

mittee exercised options in 2012.

(ii) Granted in 2012

Expiration date 3 January 2020

Exercise price € 56.11

Luc Bertrand 16,000

Jan Suykens 5,500

Tom Bamelis 4,000

Piet Bevernage 4,000

Piet Dejonghe 4,000

Koen Janssen 2,500

Total 36,000

2.9 Main contractual conditionsThe contracts of the members of the execu-

tive committee contain the customary pro-

visions regarding remuneration (both fixed

and variable), non-competition and confi-

dentiality, and are of unspecified duration.

No contracts were concluded after 1 July

2009, apart from the contract that was con-

cluded on 17 April 2012 with Koen Janssen

with respect to his mandate on the executive

committee, of which he has been a member

since 1 April 2012.

The chairman of the executive committee

is entitled to unilaterally terminate his con-

tract subject to 6 months’ notice while the

company is entitled to do the same subject

to 12 months’ notice. The other members

of the executive committee may unilater-

ally 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 a maximum of

24 months depending upon the age of the

executive committee member in question at

the time of the unilateral termination of the

contract by the company:

• 18 months in case of termination before

50th birthday,

40

A n n u a l r e p o r t 2 0 1 2

• 20 months in case of termination

between 50th and 52nd birthday,

• 22 months in case of termination

between 52nd and 54th birthday,

• 24 months in case of termination after

54th birthday

The contracts between the company and

the members of the executive committee

also contain provisions regarding the criteria

for granting variable remuneration and give

the company the right to reclaim variable re-

muneration that was granted on the basis of

incorrect financial information.

3. Remuneration of (non-) executive directorsOn the recommendation of the remunera-

tion committee, the board of directors de-

cided on 27 March 2013 to adjust the re-

muneration of the directors, which had

remained unchanged in 2011 and 2012, for

the 2013 financial year as follows:

Basic amount for the chairman of the board of directors

€ 60,000

Basic amount for the directors € 30,000

Additional fee for members of the remuneration committee

€ 2,500

Additional fee for the chairman of the audit committee

€ 10,000

Additional fee for members of the audit committee

€ 5,000

Attendance fee per meeting of the board of directors or an advisory committee

€ 2,500

Each director received a director’s fee in

2012 (for the 2011 financial year).

The amounts paid directly or indirectly by

Ackermans & van Haaren and its subsidiaries

in the form of individual remuneration and

other benefits to the respective directors in

Daily management and supervision

Executive committee

President Luc Bertrand

Members Tom Bamelis

Piet Bevernage

Piet Dejonghe

Koen Janssen

(since 1 April 2012)

Jan Suykens

Werner Poot

(until 31 March 2012)

Follow-up participations(Together with the members of the executive

commitee)

John-Eric Bertrand

André-Xavier Cooreman

Marc De Pauw

Matthias De Raeymaeker

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

Brigitte Adriaensens Corporate secretary

Sofinim

Michel Malengreau Fiscal advisor

AuditorErnst & Young Bedrijfsrevisoren BCVBA,

represented by Marnix Van Dooren and

Christel Weymeersch

2012 (for the 2011 financial year) are limited

to the director’s fees below:

Luc Bertrand € 30,000

Jacques Delen € 40,000

Teun Jurgens € 30,000

Pierre Macharis € 32,500

Julien Pestiaux € 35,000

Thierry van Baren € 37,500

Frederic van Haaren € 32,500

Pierre Willaert € 40,000

Since the amounts of the director’s fees are

not linked to the company’s results, they

may be qualified as fixed, non performance-

related remuneration.

For the sake of completeness it should be

noted that in 2012 Luc Bertrand received

additional remuneration in his capacity as

chairman of the Ackermans & van Haaren

executive committee as well as director’s

fees from Sipef (20,000 euros) (see 2.6

above). Jacques Delen also received, directly

and indirectly, remuneration in 2012 in his

capacity as chairman of the executive com-

mittee of Bank Delen and as manager of De-

len Investments (725,000 euros) and has a

company car at his disposal. In 2012, he also

received director’s fees from Sipef (20,000

euros). The remuneration which Sipef paid

to Luc Bertrand and Jacques Delen is men-

tioned in the annual report of Sipef (Remu-

neration report - Remuneration of non-exec-

utive directors) for the 2012 financial year.

On behalf of the board of directors,

27 March 2013

Luc Bertrand

Chairman of the

executive committee

Jacques Delen

Chairman of the

board of directors

41

Executive committee - from left to right: Piet Bevernage, Jan Suykens, Luc Bertrand, Tom Bamelis, Koen Janssen, Piet Dejonghe

42

Ackermans & van Haaren considers the family values of

the founding families, who are still closely involved in the company,

to be of paramount importance. Elements such as continuity, ethical

entrepreneurship, long-term thinking, the creation of value through

growth, working with partners and mutual respect have consequently

been the main drivers of the group’s policies for many decades.

These efforts will be stepped up even more

in future. Hence, the group is respond-

ing to increasingly demanding societal and

stakeholder (such as employees, clients

and shareholders) requirements concerning

transparency and responsibility.

This chapter describes a number of corpo-

rate social responsibility initiatives set up at

the group level and at the main consolidated

participations. Examples are merely for illus-

tration purposes and are without prejudice

to the other efforts within the group.

Personnel policy

People play a crucial role in the successful

implementation of any corporate strategy,

within both Ackermans & van Haaren

and the participations. One of the priorities

is, therefore, to attract and retain talented

individuals with complementary skills and

experience. AvH is also actively involved in

the selection of upper-level management at

its participations.

The group does not in any way distinguish

between gender, religious beliefs, origin or

sexual orientation in the employee regula-

tions, selection and promotion policies or

evaluation systems. Furthermore, the group

prohibits all forms of discrimination for re-

cruitment and promotion.

The AvH group aims to keep its workforce

of approximately 18,750 employees (via

its shareholding in its participations) moti-

vated and committed. Training and educa-

tion are important aspects for all employ-

ees to further develop their talent and,

hence, contribute to the group’s success.

Some participations run their own training

centres, others use external organisations.

The training courses often cover a wide

range of subjects, even within a single

organisation.

For Groupe Flo, practice-based vocational

training is crucially important for the growth

and professionalization of its workers. The

internal training centre is actually author-

ized to issue officially recognized diplomas

(“Certificats de Qualification Profession-

nelle”). In 2012, 75 staff members received

a certificate of waiter, cook, pizzaiolo, assis-

tant manager or manager after successfully

completing a 4 to 6-month training course

combining theory and practice. This training

allows them to gain some initial professional

experience or to improve their skills.

Finally, health and safety also play a sig-

nificant part in the personnel policies of all

business participations. HSEQ programmes,

initiatives aimed at certification and pro-

grammes such as Six Sigma and Lean Manu-


A n n u a l r e p o r t 2 0 1 2

The elements which are described below, characterise the social policies that are practiced both at the

level of Ackermans & van Haaren and its participations. Various measures have already been introduced to

promote a long-term economic policy, environmental protection, corporate social responsibility, corporate

governance and responsible personnel policies.

43

facturing are put into practice. A substantial

number of business participations have con-

solidated their personnel policy regulations

and recommendations in their ISO and VCA

certification or in safety manuals.

DEME received the 2012 Safety Award

from the IADC (International Association of

Dredging Companies) for the implementa-

tion of CHILD. CHILD (Colleagues, Help In-

juries to Leave DEME) is an ambitious health

and safety project aimed at fostering greater

awareness of dangerous situations and safe

behaviour in the workplace and encourag-

ing a change in mentality and a real safety

culture.

Long-term economic policy

Economic relationships with customers and suppliersAckermans & van Haaren attaches great im-

portance to professional services and wants

its participations to always offer customers

bespoke solutions. The product range must

not only be continually adjusted to client re-

quirements but, where possible, such prod-

ucts and services must also be of a sustain-

able nature.

Sipef continues to focus on agriculture,

with preferential relationships with integrat-

ed customers who have no or only limited

plantation operations of their own. The de-

liberate decision to opt for an explicit sus-

tainability policy with certification (RSPO) is

also a guarantee for future deliveries to the

food and energy industries in Europe.

AvH will preferably always collaborate with

suppliers who share the same values on

corporate social responsibility. This mainly

concerns human rights, employment policy,

combating corruption and environmental

protection. A number of examples show

that business participations maintain a simi-

lar policy.

Egemin was recently audited successfully in

accordance with the SMETA (Sedex Mem-

bers Ethical Trade Audit) assessment system

which investigates whether businesses act in

an ethically sound way. The audit focuses on

four pillars: workers’ rights, care for the en-

vironment, health and safety, and business

ethics. Aspects that are highlighted include

racism, undeclared work, bribery, bullying in

the workplace, and work organization. For

the purposes of this audit, the head office in

Belgium and the operations in the Nether-

lands were investigated.

Manuchar, too, takes part in international

programmes for 'responsible sourcing' with

audits of third parties. The sites are con-

sistently and systematically coached by the

head office in Antwerp on the importance of

sustainable business management.

InnovationThe increasing demand for responsible and

ethical management also manifests itself in

an extra dimension as far as innovation is

concerned, both technologically and in re-

spect of services and products on offer. It no

longer suffices to merely develop new ap-

plications; their impact on society must also

be taken into account.

A fine example of this is the development by

NMC of NMC NaturefoamTM. This is the first

certified polyolefin biofoam from renewable

raw materials and 100% recyclable. In this

way, NMC emphasizes its commitment to

sustainable product development in foam

extrusion. The firm moved away very early

on from the use of CFCs and HCFCs, and

in the course of time improved the choice

of materials and the production processes;

as a result, a substantial part of the product

range is now recyclable.

Turbo’s Hoet Groep developed the ‘Engine

Optimization Programme’ to enable its cus-

tomers to consume less diesel fuel. By opti-

mizing the truck according to the route and

load, the vehicle is custom programmed.

Not only does this reduce the cost for the

customer, it also makes a positive contribu-

tion to the environment.

Groupe Flo Sipef

44

Environment

In recent years renewable energy has be-

come an increasingly important element

of Ackermans & van Haaren’s strategy. A

large number of participations have in-

vested in, and developed, renewable en-

ergy, energy savings or co-generation.

Most participations have also incorporated

environmentally friendly initiatives into their

existing activities and day to day operations.

Depending on the nature of the activity,

they vary from the environmentally minded

use of office supplies to the choice of com-

pany cars, adaptation of entire production

processes and provision of environmentally

friendly solutions.

SoIn 2012, the Rodenhuize biomass power

plant (Ghent) of Max Green generated

1.46 TWh green electricity from sustainable

biomass, or the equivalent of the power

consumption of 400,000 households; it also

means 1.3 million tonnes of avoided carbon

emissions.

Extensa constructs a passive office building

of 16,725 m² on the Tour&Taxis site, which

is let on a long-term lease to the Brussels De-

partment of the Environment. The building

has been designed to meet the criteria for

passive buildings (net energy requirement,

overheating frequency and airtightness).

The design not only provides for a compact

building with a relatively small facade area;

the sunlight protection of the outer shell can

be enhanced by the use of neutral sun-proof

glass combined with external sun protection

which responds to the intensity of the sun-

light.

A substantial proportion of the wood that

is sourced for processing at Spanogroup is

PEFC or FSC certified. By its unique property

to absorb carbon dioxide and emit oxygen,

wood is a sustainable raw material, which, if

managed sensibly, is inexhaustible and car-

bon neutral. These certificates guarantee a

sound forest management.


Obviously stakeholders not only include per-

sonnel, customers and suppliers. Enterprises

are part of society and affect, and are affect-

ed by, many groups and individuals. Most

group companies give structural support to

projects in their neighbourhood or projects

that are linked to their activities.

DEME, which operates in developing areas,

established the ‘DEME for Life’ fund in De-

cember 2010. This fund supports initiatives

for the local population in the vicinity of de-

velopment sites. In 2012, the Speed Trust pro-

ject was given financial support. This charity

helps socially and economically disadvantaged

women in Chennai.

BDM is involved in the Corporate Funding

Programme, where a network of entrepre-

neurs helps enterprising individuals in devel-

oping countries to make their dreams come

true. Together with a few other companies,

Max Green Extensa - Brussels Department of Environment

A n n u a l r e p o r t 2 0 1 2

45

For many years now, Ackermans & van Haaren supports certain scientific and socio-cultural projects that, where possible, have a link with the

Antwerp region. The aim is to build a sustainable relationship with partners, on the understanding that this relationship is assessed at regular

intervals.

In 2012, Ackermans & van Haaren supported, among others, the following projects in a total amount of approx. 200,000 euros:

Cultural• Queen Elisabeth Competition (www.cmireb.be)

• Royal Museum of Fine Arts in Antwerp (www.kmska.be)

• Middelheim museum Antwerp (www.middelheimmuseum.be)

• Musica Mundi (www.musicamundi.org)

• Le Concert Olympique (www.leconcertolympique.eu)

Scientific• Antwerp Management School

(www.antwerpmanagementschool.be)

• 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 ‘The legal context’ (www.vlerick.be)

Social• Hoger Wal (King Baudouin Foundation)

(www.hogerwal.be)

• Lucia (www.luciaweb.be)

• Monnikenheide (www.monnikenheide.be)

• Community of Sant’ Egidio (www.santegidio.be)

• SOS Children’s Villages (www.sos-kinderdorpen.be)

they sponsor a project in the financial sec-

tor. The project of the non-governmental or-

ganization TRIAS aims to give poor women

and their families in the Philippines access

to specially designed financial services (be-

spoke loans, life insurance, pensions).

Bank J.Van Breda & C° structurally sup-

ports two social projects with which its

clients feel closely connected. The poverty

project ‘Efrem’ pioneers support for self-em-

ployed individuals in difficulty and bankrupt

business managers, an issue which is still all

too often hidden from the public view. The

project ‘Doctors Without Vacation’ numbers

some 400 doctors and nurses who dedicate

two or three weeks of their holidays to treat-

ing patients in African hospitals. Doctors without Vacation

46

Activity report2012

A n n u a l r e p o r t 2 0 1 2

47

AvH Group Structure

Real Estate, Leisure &

Senior Care

Extensa100%

Leasinvest Real Estate30%

Financière Duval 41%

Anima Care100%

NMP75%

Marine Engineering & Infrastructure

Energy & Resources

Private Banking

DEME50%

Sipef27%

Van Laere100%

Sagar Cements16%

Rent-A-Port45%

Oriental Quarries & Mines

50%

Max Green19%

Telemond50%

Delen Investments(Delen Private Bank, JM Finn)

79%

Bank J.Van Breda & C°

79%

ASCO-BDM50%

Development Capital(via Sofinim & GIB)

Egemin

Hertel

NMC

Trasys

Spanogroup

Distriplus

Groupe Flo

Turbo’s Hoet Groep

Euro Media Group

Manuchar

Corelio Atenor

Axe Investments

ICT & Engineering

Building Materials

Retail & Distribution

Media & Printing

Investment Funds & Other

Sofinim 74%

GIB 50%

AmsteldijkBeheer

48 A n n u a l r e p o r t 2 0 1 2


Amsteldijk Beheer l Anima Care l

ASCO-BDM l Atenor l Axe Investments

l Bank J.Van Breda & C° l Corelio l

Delen Investments l DEME l Distriplus

l Egemin l Euro Media Group l Extensa

l Financière Duval l Groupe Flo l Hertel

l Leasinvest Real Estate l Manuchar l

Max Green l Mercapital l NMC l NMP l

Oriental Quarries & Mines l Rent-A-Port

l Sagar Cements l Sipef l Spanogroup l

Telemond l Trasys l Turbo’s Hoet Groep

l Van Laere

50

(€ million) 2012 2011 2010

DEME 44.7 52.1 58.3

Algemene Aannemingen Van Laere 1.2 1.7 0.5

Rent-A-Port 4.8 -0.8 -1.5

Nationale Maatschappij der Pijpleidingen 1.0 1.6 1.5

Marine Engineering & Infrastructure 51.7 54.6 58.7

Contribution to the AvH consolidated net result

DEMEAvH 50%

The Belgian dredging and environmental

group DEME is one of the largest and most

diversified dredging and marine companies

in the world.

DEME’s profit contribution decreased in 2012 despite an increase in turnover and a very solid order book.

Rent-A-Port contributed positively thanks to the strong performance of its Vietnamese operations.

A n n u a l r e p o r t 2 0 1 2

DEME - Gladstone (Australia)DEME - Victor Horta (London Gateway)


51

Rent-A-PortAvH 45%

Rent-A-Port develops port projects, based

on its port-related and logistical know-how

and experience.

A.A. Van LaereAvH 100%

Van Laere is a general contractor for large

engineering projects, active in different

industries in the Benelux and the north of

France.

Nationale Maatschappij der PijpleidingenAvH 75%

NMP realizes and manages pipelines for the

transport of industrial gases and products

for the petrochemical industry.

Rent-A-Port - Duqm (Oman)A.A. Van Laere - State Archives Bruges NMP

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52 DEME is one of the largest marine engineering companies in the world. In addition to its core activities of

dredging and civil marine engineering, the group has developed complementary activities in the area of

infrastructure, protection against rising sea levels, and services for the energy, oil, gas and mining industries

in a demanding and variable environment.

Financial overview 2012

Despite the persistent economic slowdown

in large parts of the world, DEME still per-

formed fairly well in 2012, a transition year

in which DEME strengthened its position

on the domestic market and far beyond.

The group managed to increase its turno-

ver (1,915 million euros) thanks to a well-

filled order book (3,317 million euros) and a

strategy that is resolutely focused on a bal-

anced spread of its activities, coupled with

a multidisciplinary approach to markets and

customers. The net result decreased to 89.4

million euros due to higher depreciation ex-

penses resulting from the expansion of the

fleet, as well as increased financial costs. Be-

sides the Western European domestic mar-

ket, DEME was particularly active in Africa,

Latin America, the Middle East, the Indian

subcontinent and Australia.

The order book contains a fair number of

new orders from across all continents. The

group won some strategic contracts for the

construction of port and oil & gas infrastruc-

tures in Australia and the Persian Gulf.

Dredging and marine engineering activities

DEME sees the Benelux and the wider Euro-

pean market as its domestic market, where

it realized 49% of its turnover. Despite the

economic and financial crisis in Europe,

DEME managed to keep up a fairly high level

of activity in this important area.

The activities in Belgium, the Netherlands

and Luxembourg remained in line with pre-

vious years. Thanks to the combined efforts

of several group companies, tremendous

progress was made in the marine engineer-

ing works for the offshore wind park of

C-Power. The 30 turbines, each with an in-

dividual power generating capacity of 6.15

MW, were successfully installed, as were all

the submarine cables. In 2013, another 18

turbines will be installed before completion

of the project.

The focus of European activity was once

more in the United Kingdom with the con-

struction of the great London Gateway con-

tainer port on the Thames. DEME was also

able to consolidate its position in Russia as

dredging company for strategic port exten-

sion works, with large-scale dredging works

in the Black Sea in the new Taman port area,

and in Sochi for the construction of a pas-

senger and cruise terminal for the Winter

Olympics in 2014.

DEME maintained its solid position in North

Africa in 2012 with its contribution to the

Tangermed II port project in Morocco and in

Sub-Saharan Africa with the implementation

of major dredging and maintenance dredg-

ing operations, as well as civil engineering

and environmental projects. One of the high

points of 2012 was the completion of the

first and second phases of the EKO Atlantic

City development project in Lagos, Nigeria.

In Central and South America, DEME de-

ployed its fleet for some highly diversi-

fied projects. In Panama, dredging opera-

tions continued on the access canal to the

new locks on the Pacific Ocean side of the

A n n u a l r e p o r t 2 0 1 2

Name Type Characteristics Fleet

Amazone Cutter dredger Power of 12,860 kW DEME

Ambiorix Rock cutter dredger Power of 28,000 kW DEME

Arista - Aquata Maintenance vesselsCapacity of 24 passengers and crew

OWA

Innovation Jack-up vessel Capacity till 8,000 tons GeoSea

Neptune Jack-up vessel Capacity till 2,500 tons GeoSea

Peter the Great Backhoe dredger Power of 1,964 kW DEME

In 2012, DEME concluded its investment programme 2008-2012. Seven vessels have been

launched:

DEME

53

49%

10%12%

9%

20%51%

14%11%10%

14%

From left to right: top: Marc Maes, Els Verbraecken, Lieven Durt, Hugo Bouvy, Martin Ockier, Harry Mommens, Pierre Potvliege, Philip Hermans, Alain Bernardbottom: Bernard Paquot, Theo Van De Kerckhove, Luc Vandenbulcke, Eric Tancré, Christian Van Meerbeeck, Dirk Poppe, Lucas Bols, Pierre Catteau

Panama Canal, while the deepening works

in Gatun Lake were completed.

In the Middle East, the group is closely

monitoring the planned developments in

the oil & gas industry and interesting port

infrastructure projects. In Abu Dhabi, the

joint venture of Dredging International and

MEDCO is making progress with the con-

struction of two offshore oilrigs 120 kilo-

metres off the coast. Another milestone was

the contract to dredge the approach chan-

nel to the new port of Qatar, south of Doha,

including land reclamation works for the

construction of a nearshore island.

In Vietnam, the group made a successful

comeback with a dredging project to broad-

en and deepen the Soai Rap River (phase 2).

This project will substantially improve the ac-

cess to the port of Ho Chi Minh City and the

new Hiep Phuoc passage.

Spurred on by the worldwide demand

for energy and minerals, DEME was able

to consolidate its position in Australia. In

Gladstone, Queensland, DI Australia con-

tinued to execute three dredging contracts

for infrastructure works in preparation for

the construction of an LNG terminal and a

coal terminal. The necessary preparations

have also begun for the large-scale dredging

operations in Wheatstone, Western Austra-

lia, where DEME is carrying out a prestigious

project commissioned by Chevron/Bechtel

for the construction of new LNG port facili-

ties.

Gladstone (Australia)

Europe

Middle East & India

Africa

America

Asia Pacific

Split of turnover by region

Capital dredging

Maintenance dredging

Fallpipe and landfalls

Environmental works

Marine works

Split of turnover by activity

Beneficial interest AvH: 50%DEME NV

www.deme.be

(€ 1,000) 2012 2011 2010

Turnover 1,914,922 1,765,812 1,800,609

EBITDA 350,857 300,378 328,739

EBIT 140,419 137,143 176,872

Net result (group share) 89,400 104,123 116,519

Net cash flow 300,897 264,506 274,293

Shareholders’ equity (group share) 773,739 731,012 667,273

Net financial position -741,869 -651,046 -481,040

Balance sheet total 2,725,443 2,496,308 2,172,474

Order book (€ mio) 3,317 2,404 1,935

Capex (€ mio) 343 372 405

Personnel 4,011 3,815 3,635

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DEMEJ a a r v e r s l a g 2 0 1 2

DEME is one of the largest marine engineering companies in the world. In addition to its core activities of

dredging and civil marine engineering, the group has developed complementary activities, such as environ-

mental engineering (and in particular the treatment of soil and sludge), services for the oil and gas sector,

and the extraction of construction aggregates from the sea.

54

Dredging-plus solutions: opera-tions for offshore renewable energy projects and for oil, gas and mining companies

The marine and offshore construction spe-

cialists, in particular GeoSea and Tideway,

witnessed a spectacular growth as a result

of the booming renewable energy market

and developments in the oil and gas indus-

try. The synergies between those companies

allow DEME to offer all-in-one solutions for

complex projects such as the construction of

far shore wind farms and their connection to

the mainland.

Tideway carried out rock dumping opera-

tions in Europe for the protection of pipelines

and power cables, was deployed in stabiliza-

tion projects commissioned by offshore pipe-

line builders and by oil and gas companies,

and implemented several erosion protection

projects for wind farms. As part of the con-

struction of the offshore wind farm on the

Thornton Bank, Tideway laid and buried

a 38km 150kV export cable in the seabed

between the Thornton Bank offshore trans-

former station and Ostend.

GeoSea continued the positive trend in

2012 and gained a leading position on the

international market. Most contracts involve

the design, installation and maintenance of

offshore wind farms in Northwest Europe,

such as the installation of 40 x 3 foundation

piles for the Borkum West offshore wind

farm in North Germany. The ‘Neptune’ was

deployed for the installation of 30 wind tur-

bines for the Thornton offshore wind farm

off the Belgian coast, while the powerful

jack-up vessel ‘Innovation’ installed 30 tripod

foundations for the Global Tech I project in

the German Bight. In 2013, wind turbines

will be put up for the Baltic 2 offshore wind

farm (Germany) and for the Northwind

concession off the Belgian coast. As for the

construction of jetties, GeoSea continued

its drilling and pile-driving operations in Hay

Point (Queensland) in 2012. This project in-

volves, among other things, the construction

of a 2 km approach jetty and a landing jetty

for the supply of cokes.

HGO InfraSea Solutions, a 50/50 joint

venture of Hochtief Solutions and GeoSea,

arrived on the scene in 2012 as a ship de-

signer and manager of jack-up vessels for the

construction and maintenance of offshore in-

stallations.

High Wind (DEME 61%) was set up in 2012

by GeoSea, G&G International, SBE and PMV

as a specialized spin-off firm to design tools

for the installation of offshore wind turbines

in extremely windy conditions. The idea is

eventually to develop installation vessels that

are totally independent of the weather con-

ditions.

Scaldis Salvage & Marine Contractors

(DEME 54%) participated in 2012 in the

hoisting and installation of the jackets as

part of the Thornton Bank wind farm pro-

ject and in the hoisting and installation of

the superstructure of the offshore trans-

former station. At the beginning of 2012,

Scaldis ordered a unique crane vessel with

a lifting capacity of 4,000 tonnes to extend

its range of services to the installation of off-

shore infrastructures and dismantling opera-

tions in deep water.

As part of a long-term maintenance contract

for REpower on the Thornton Bank in Bel-

gium, OWA began to supply vessels for the

Innovation Thornton Bank

Company Activities

Tideway rock dumping, landfalls and cable laying

GeoSeanearshore and offshore foundation works for offshore energy projects and oil & gas projects

HGO InfraSea Solutions

ship designer and manager of jack-up vessels

High Wind design of tools for the installation of offshore wind turbines

Scaldis hoisting of heavy loads at sea and salvaging services

OWA maintenance services for offshore energy and the oil & gas industry

55

transport of crew and goods for large-scale

maintenance and repair works. The subsidi-

ary Flidar (DEME 50%) was started up in

the summer. This company will test a float-

ing radar system in the Irish Sea as part of a

pilot project.

Environmental activities (soil, sludge and water)

DEME also remains an important player in

the field of environmental remediation and

improvement. DEC-Ecoterres (DEME 75%),

the environmental branch of the group, was

particularly active in a number of European

countries, where the company developed

new operations and successfully carried out

projects in the area of brownfield remedia-

tion, soil and sludge remediation and recy-

cling. Focus in 2012 was on the United King-

dom, Sweden and the Benelux countries,

where continuity is guaranteed by some

long-term contracts.

In Belgium, DI-DEC embarked on the second

year of operation of the Amoras installation

in the port of Antwerp as part of a fifteen-

year contract. Amoras is a large-scale me-

chanical dewatering system for sludge that

is dredged up in the port of Antwerp. The

soil and sludge recycling plants of DEC in

Kallo, Bruges, Heusden-Zolder, Zwijndrecht,

Ruisbroek, Zeebrugge, Desteldonk and Zwij-

naarde also meet all expectations.

Operations continued in the ‘Terranova’ re-

development area north of Ghent. The pol-

luted soil was dug off and processed, and

the blueprint for the wastewater treatment

plant was prepared.

DEC also signed a contract with Eandis, the

Flemish electricity and gas grid manager, for

the acquisition of six large polluted sites,

along with the environmental liability. These

sites will be remediated by DEC and redevel-

oped as new residential area.

In Sweden, a Design&Build contract was

awarded for the remediation of the Valde-

marsvik fjord. In 2012, a substantial part of

the infrastructure works for this project has

already been carried out and the installa-

tions designed.

Purazur (DEME 100%) specializes in the

high-tech treatment of industrial effluent. In

2012, the Purazur team realised the biologi-

cal and the physical-chemical waste water

treatment plants of SRC Ruisbroek.

Offshore extraction of aggregates and minerals

DEME Building Materials (DBM) special-

izes in the extraction, processing and sale of

marine aggregates for the construction in-

dustry from sand and gravel concessions at

sea. The operations are mainly concentrated

in Belgium, the Netherlands, the United

Kingdom, France, Germany and Poland.

The geographical distribution of its marine

aggregate reserves allows DBM to offer a

long-term practicable alternative for dredg-

ing material from rivers or aggregates from

quarries for ready-made concrete and con-

crete products on the European continent. In

2012, DBM was awarded a contract to sup-

ply all aggregates for the construction of the

new Waasland lock in the port of Antwerp.

OceanflORE (DEME 50%) is a joint venture

between IHC Merwede and DEME which

provides innovative solutions for efficient,

profitable and sustainable mining of the

ocean floor with minimal impact on the en-

vironment.

Maritime and terminal services

Combined Marine Terminal Operations

Worldwide (CTOW, DEME 54%) offers a

complete professional support package for

the operation of specialized marine ter-

minals and related services, and is a joint

venture with Herbosch-Kiere and Multra-

ship (established in 2011). In 2012, CTOW

provided maritime and terminal services for

the marine engineering operations for the

construction of a temporary jetty for service

vessels at the LNG jetty in Angola. A second

contract was signed with Angola Explora-

tion Mining Resources and comprises several

studies (such as of environmental specifica-

tions and specifications of the requisite jetty

installations), a risk analysis, and a training

session. These contracts laid the foundations

for subsequent contracts for CTOW.

Project development and concessions

In the niche area of offshore energy, DEME

launched initiatives in several European

countries through its concession specialist,

[email protected] (DEME 49%), with a view to

becoming involved as early as possible in

new projects through concession and PPP

(Public-Private Partnership) agreements. The

C-Power wind farm project on the Thorn-

ton Bank off the Belgian coast made steady

progress in 2012. The foundation works

have been completed, and 36 wind turbines

were already put into operation by the end

of 2012. The other 18 wind turbines will be

installed during the course of 2013.

DEME Blue Energy (DBE, DEME 70%) de-

velops tidal and wave energy projects mainly

using mature technologies. For the genera-

tion of electricity from tidal currents, DBE

develops tidal power sites in partnership

with the Irish project developer DP Marine

Energy. In Northern Ireland, a lease contract

was secured for a tidal power project of 100

MW for The Crown Estate, and in Islay, Scot-

land, for an overall installed capacity of 30

MW. To generate electricity from wave ener-

gy, DBE joined forces with FlanSea (Flanders

electricity from the sea), a research project

for the conversion of wave energy into elec-

tricity, together with the University of Ghent

and five local industrial partners. DBE is also

a partner in REBO (Renewable Energy Base

Ostend), which was set up to provide logis-

tical services for offshore renewable energy

projects. REBO was granted a concession in

the outer harbour of Ostend.

Outlook 2013

Barring unforeseen circumstances and on the

basis of the sizeable order book, DEME ex-

pects an increase in turnover and operational

cash flow in 2013.

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Operational overview 2012

Targeted marketing efforts enabled the Van

Laere group for the second consecutive year

to significantly increase its turnover to 161 mil-

lion euros (+17%). The net result decreased,

however, because the positive impact of the

higher margins yielded by a number of im-

provement pathways was adversely affected

by the difficult general context, some difficult

sites, and the start-up costs of Alfa Park. The

order book was worth 131 million euros at

year-end 2012.

Algemene Aannemingen Van LaereVan Laere achieved its budgeted result and

turnover for 2012, thanks to the successful

execution of its projects by its highly quali-

fied workforce. Van Laere again realized fine

projects in 2012 and further strengthened its

position in certain sectors, such as PPP pro-

jects (e.g. the State Archives in Bruges). The

accompanying car park (Brugge Centrum-

parking) with 199 parking places was put

into operation in September by the subsidi-

ary Alfa Park. The State Archives building was

leased to the Public Buildings Agency and

transferred to Leasinvest Real Estate. This

project is a showcase example of synergy

between group companies, like the De Munt

car park in Roeselare, which is part of a pro-

ject co-developed by Extensa.

At Brussels Airport, Van Laere pulled off a

difficult feat for Jetair-Tui. For the construc-

tion of a hangar, a roof the size of a football

field was lifted up in its entirety to cover the

maintenance hangar without using pillars. In

civil engineering, Van Laere continued with

the construction in Eigenbrakel (in a joint

venture) and in Hoeilaart of the Regional Ex-

press Network, and in Evere the 235 m tun-

nel near NATO was brought into use. In the

retirement home sector, Van Laere completed

the structural work of a new residential care

centre in Blégny for Anima Care and the Ka-

pittelhof residential care centre in Lommel,

while in Antwerp the Goed Arthur project for

Vooruitzicht was started up.

In the pharmaceutical industry, where safety

and quality are top priorities, Van Laere can

boast some excellent references too. In 2012,

the Genzyme project in Geel was completed

in a joint venture, and in Waver a project was

started up for GSK, also in a joint venture.

Other noteworthy projects include Zenith and

Longitude (both part of the Regatta project

on the Left Bank in Antwerp) in partnership

with Vooruitzicht, and the renovation of the

Central Gate building in Brussels for Befim-

mo.

Groupe ThiranIf at year-end 2011 Groupe Thiran, a gen-

eral contractor operating in Brussels and

Wallonia, still had an insufficiently filled order

book, the firm was able to turn this situation

around by winning more contracts in 2012.

By keeping a close watch on margins, and

notwithstanding the simultaneous start-up of

numerous projects, Thiran realized a similar

result as in 2011 and made a slightly positive

contribution to the group result.

AnmecoFor Anmeco, a steel builder specializing in

unique architectural steel structures, 2012

was a less successful year. The pressure on

prices and poor results at certain sites unex-

pectedly resulted in a loss-making situation.

A more positive note was sounded by the

fact that Anmeco won several awards in steel

construction competitions in Belgium and

abroad. It won the Dutch Steel Prize with the

courtyard roof of the Maritime Museum in

Amsterdam, the Belgian Steel Construction

Award with the Middelheim pavilion in Ant-

werp, and was nominated with the bicycle

and pedestrian bridge in Metz (France).

Anmeco’s reputation, coupled with a tighter

steering, should help to fill the order book

and achieve better results in 2013.

Alfa ParkCar park operator Alfa Park was set up as

recently as 2011. Consequently, 2012 was a

year in which the organization and operation

Van Laere is a multidisciplinary contractor group operating across Belgium, and is active in several niches

through its subsidiaries. By developing complementary secondary activities, the group aims to be less sensi-

tive to economic fluctuations.

A n n u a l r e p o r t 2 0 1 2

Lommel


57

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From left to right: Kristof D’heedene, Natalie Verheyden, Geert De Kegel, Jean Marie Kyndt, Rudi De Winter, Jan Bettens

of its infrastructure was developed, and in

which considerable commercial efforts were

made. The car park under the State Archives

in Bruges was brought into use and wit-

nessed a growing occupancy rate. Alfa Park

operates on-street and off-street parking lots

in Asse as part of a joint venture. A contract

was signed with Kinepolis for the manage-

ment of a car park in Ghent. Due to the big

start-up investments in infrastructure, Alfa

Park is not yet in a position to make a positive

contribution to the group result, and this will

be no different in 2013.

Arthur VandendorpeProfessional skill and quality are values which

are important to Arthur Vandendorpe, a Bru-

ges-based contractor for restoration work.

Besides pure restoration work, Vandendorpe

also focuses on high-quality carpentry and al-

teration works. 2012 was a successful year

with the restoration of St. Michael’s Church

in Ghent, the Wellness project in Kortrijk, the

winter gardens in Menen, and the restoration

of the Red Cross building, which is part of the

State Archives building in Bruges. With these

projects, Arthur Vandendorpe continues its

steady growth of recent years.

Outlook 2013

The order book bodes well for 2013 and

subsequent years. At year-end 2012, Van

Laere was able to secure a contract for the

construction of 172 flats for Bouygues Im-

mobilier. Van Laere is also part of the con-

sortium that was selected as preferred bidder

for the PPP project A11 Bruges-Westkapelle.

This project is for a new motorway featuring

various works of art over a distance of 12 km,

with a completion time of several years.

Margins will remain under pressure for Thi-

ran, Anmeco and Arthur Vandendorpe,

although close site monitoring may help

to ease the situation. Alfa Park has already

signed contracts with Kinepolis for Nijvel and

Leuven, starting in 2013.

Despite the difficult economic situation for

the construction industry, the Van Laere

group can look to the future with cautious

optimism.

Beneficial interest AvH: 100%A.A. Van Laere NVwww.vanlaere.be

(€ 1,000) 2012 2011 2010

Turnover 161,200 137,348 116,175

Net result (group share) 1,161 1,744 452

Net cash flow 3,276 3,737 2,422


Net financial position 3,973 5,828 10,139

Balance sheet total 94,174 118,633 80,985

Personnel 500 482 466

Cantecleer

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58

Beneficial interest AvH: 45%Rent-A-Port NVwww.rentaport.be

(€ 1,000) 2012 2011 2010

Turnover 26,457 5,568 6,106

EBITDA 11,725 -3,059 -1,449

EBIT 11,561 -3,336 -5,453

Net result (group share) 12,343 -1,708 -3,761

Net cash flow 12,276 -1,786 -88




Personnel 19 14 15

From left to right: Marcel Van Bouwel, Lutgart Devillers, Marc Stordiau, Geert Dom, Valentijn Maussen

A n n u a l r e p o r t 2 0 1 2

Rent-A-Port develops port projects, based on its port-related and logistical know-how and experience.

2012 was a breakthrough year for Rent-A-Port in several respects, particularly in Vietnam, Oman and Qatar.

In Vietnam, the partnership with the Indian

Ramky group appears to open up good op-

portunities for Rent-A-Port to expand its know-

how with knowledge and experience in high-

tech utilities for specific industries that want to

set up in a port area, such as petrochemical and

pharmaceutical companies and marine pollu-

tion facilities.

In the course of 2012, the Vietnamese govern-

ment declared the port of the Dinh Vu indus-

trial zone (DVIZ) one of the three best projects

of the country. As a result, two big extensions

of DIVZ are now on the cards. Negotiations for

this project are expected to be completed in the

course of 2013. If this trend is confirmed, DIVZ

could in 2014 become a project of 1,500 hec-

tares of industrial estate, immediately adjacent

to the deep sea port of Lach Huyen, which Jap-

anese entrepreneurs are currently starting up.

In Oman, a key contract was signed on 15 De-

cember 2012 for the concession of the port

and industrial estates of Duqm for a 30-year

period. This contract was signed between the

Omani government and ‘Consortium Antwerp

Port’, a public limited company in which Rent-

A-Port works together closely and fruitfully

with the Port of Antwerp.

In Qatar, the contract for study and tender sup-

port of a large-scale unloading and storage

plant for gravel in the port of Mesaieed was

brought to a successful conclusion. The con-

tract for the execution of this project (worth

approximately USD 300 million) is expected to

be awarded in March 2013 and will take two

years. During the same period (2013-2014),

support is also planned for the operations of an

unloading and storage plant for cement.

In Nigeria, negotiations are continuing for the

financing and construction of a large-scale SPM

(Single Point of Mooring) and storage facility in

the OK Free Trade Zone.

Rent-A-Port Energy, a sister company of Rent-

A-Port, was active in the course of 2012 in sev-

eral areas connected with the development of

renewable energy infrastructure:

• Partnership in Otary NV (pooling of three

new wind farm concessions)

• Participation in the Plug at Sea initiative

• Active promotion of various small-scale pro-

jects for onshore energy storage in Belgium

and internationally.

Rent-A-Port

J a a r v e r s l a g 2 0 1 2

59

Beneficial interest AvH: 75%Nationale Maatschappij der Pijpleidingen NV

(€ 1,000) 2012 2011 2010

Turnover 15,929 12,539 12,321

EBITDA 3,539 4,380 4,367

EBIT 1,698 2,555 2,542


Net cash flow 3,236 3,889 3,798




Personnel 5 5 5

From left to right: Gert Van de Weghe, Roger De Potter, Guy De Schrijver

Nationale Maatschappij der Pijpleidingen (NMP – National Pipeline Company), originally set up by the Bel-

gian State, specializes in the construction and management of pipelines for the transport of industrial gases

and products for the petrochemical industry.

pipeline between Antwerp and Feluy will

also be completed in 2013. The link be-

tween the new ethylene terminal of Ineos

C2T and the ethylene pipeline between Ant-

werp and Feluy will be brought into service

in early 2013. Preparations for a connection

between the Antwerp-Geel and Antwerp-

Beringen propylene pipelines are proceeding

according to schedule. This connection is ex-

pected to become operational in the spring

of 2013.

Negotiations are in progress for several po-

tential projects that might be carried out in

the medium term.

The result for the 2012 financial year is low-

er due to an exceptional repair cost of an

unused pipeline.

Pipelines constitute strategic, reliable, safe

and environmentally friendly supply lines

for the petrochemical industry and are vital

to that industry’s presence in Belgium. NMP

contributes towards this as manager of a

700 km network of pipelines. In order to car-

ry out this management in the best possible

way, NMP has implemented a comprehen-

sive safety management system and makes

extensive use of its geographical information

system.

The project in Geel involving adjustments

to the propylene pipeline between Antwerp

and Geel was successfully completed in

2012 according to schedule. Adjustments to

the ethylene pipeline between Antwerp and

Feluy were realized as well, while the inline

inspection has already been partly carried

out. The inline inspection of the propylene

NMP

Ethylene pipeline Antwerp - Feluy

60 A n n u a l r e p o r t 2 0 1 2

Private Banking




Delen Investments l DEME l

Distriplus l Egemin l Euro Media Group

l Extensa l Financière Duval l Groupe

Flo l Hertel l Leasinvest Real Estate

l Manuchar l Max Green l Mercapital l

NMC l NMP l Oriental Quarries & Mines

l Rent-A-Port l Sagar Cements l Sipef l

Spanogroup l Telemond l Trasys l Turbo’s

Hoet Groep l Van Laere

62

(€ million) 2012 2011 2010

Finaxis-Promofi -0.2 -0.2 -0.3

Delen Investments 49.3 45.0 42.7

Bank J.Van Breda & C° 21.9 43.1 20.2

ASCO-BDM 0.5 0.2 0.9

Private Banking 71.5 88.1 63.6


The solid performance of Delen Investments and Bank J.Van Breda & C° has raised the volume of assets

under management to a record level. The profit contribution of this segment is less than in 2011 due to a

one-off negative goodwill which at the time was recognized in the results.

A n n u a l r e p o r t 2 0 1 2

Bank J.Van Breda & C° Delen Private Bank

Delen InvestmentsAvH 79%

Delen Investments (Delen Private Bank and

JM Finn & Co) is specialised in asset man-

agement and patrimonial advice for a wide

range of mainly private clients.

Bank J.Van Breda & C°AvH 79%

Bank J.Van Breda & C° is a specialised advi-

sory bank focusing exclusively on entrepre-

neurs and liberal professions.

Private Banking

63


ASCO-BDMAvH 50%

The insurance group ASCO-BDM focuses on

marine and industrial insurance via brokers.

ASCO-BDM

64

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A n n u a l r e p o r t 2 0 1 2

Discretionary mandates Advisory clientsDelen Investments: assets under management

Delen Investments Comm. VA specializes in asset management and general financial advice for a wide

range of mainly private customers. The Delen Investments group has grown into a household name in

Belgium (Delen Private Bank) and in the United Kingdom (JM Finn & Co).


The assets under management of the Delen

Investments group attained a record high

of 25,855 million euros at the end of 2012.

Both Delen Private Bank and JM Finn & Co

contributed to this growth of 14.6% com-

pared to the assets under management at

year-end 2011 (22,570 million euros). The

group primarily benefited from the impact

of recovering financial markets on its client

portfolios as well as from a substantial or-

ganic net growth in terms of both existing

and new private clients.

The assets under management of Delen

Private Bank increased from 15,666 million

euros (31 December 2011) to 17,884 million

euros (31 December 2012). With this, the

bank proves once again that it is able not

only to protect its client portfolios under dis-

cretionary management in difficult markets,

but also to ensure that its clients can ben-

efit from a favourable market environment.

The constant inflow of assets, to which all

Belgian branches contribute, testifies to the

confidence that clients have in Delen Private

Bank. The prudent investment strategy com-

bined with the dynamic, long-term oriented

management model continue to prove their

added value.

The assets under management of the British

asset manager JM Finn & Co (Delen Invest-

ments for 73.49% as of September 2011)

increased from 6,904 million euros (£ 5,767

million) at 31 December 2011 to 7,971 mil-

lion euros (£ 6,505 million) at 31 December

2012.

The gross operating income of the Delen

Investments group increased to 214.8 mil-

lion euros, in which the share of JM Finn

& Co amounted to 60.3 million euros (in

2011, the financial results of JM Finn & Co

had only been recognized for three months).

Compared to the previous financial year, the

group’s gross operating income increased by

32.2% (3.5% excluding JM Finn & Co), pri-

marily due to the higher level of assets under

management. The operating costs increased

by 64.5% (1.5% excluding JM Finn & Co).

At year-end 2012, the Delen Investments

group had 551 employees, of which 245 at

Delen Private Bank and 306 at JM Finn & Co.

At both firms, the recruitment of commer-

cial staff largely accounts for the increase in

costs. The cost-income ratio remained highly

competitive at 55.2% (38.8% for Delen

Private Bank), but increased substantially

as expected in relation to the previous year

(44.2% in 2011), as a result of the consoli-

dation of JM Finn & Co for a full financial

Delen Investments

65

From left to right: top: Filips De Ferm, Arnaud van Doosselaere, Paul De Winter, Eric Lechien, Bernard Woronoff, Thierry Maertens de Noordhout bottom: René Havaux, Jacques Delen, Christian Callens

Beneficial interest AvH: 78.75%Delen Investments CVA www.delen.be

(€ 1,000) 2012 2011 2010

Gross operating income 214,836 162,519 141,000


Net cash flow 73,752 63,598 59,240


Assets under management 25,855,182 22,570,394 15,272,179

Cost-income ratio 55.2% 44.2% 41.7%

Return on equity 16.1% 16.1% 16.8%

Core Tier1- capital ratio(1) 23.1% 20.0% 25.3%


(1) Core Tier1 = solvency ratio

Delen Private Bank - Antwerp Delen Private Bank - Ghent

year. The net profit amounted to 62.6 mil-

lion euros in 2012 (compared to 57.2 mil-

lion euros in 2011). The contribution of JM

Finn & Co to the net result of the group was

2.4 million euros (after depreciation of the

activated client base and 26.51% minority

interests of 2.2 million euros).

The consolidated equity of Delen Invest-

ments amounted to 414.5 million euros at

31 December 2012 (compared to 364.3

million euros at 31 December 2011). This

amount already takes into account the op-

tion of the JM Finn management to sell the

remaining shares (valued at 27.6 million eu-

ros) to the Delen Investments group in the

future. The group’s Core Tier1 capital (taking

into account the intangible assets of 249.3

million euros, of which 54.4 million euros is

from clients of JM Finn & Co) amounted to

159.0 million euros at the year-end (com-

pared to 114.7 million euros at year-end

2011). The Delen Investments group is more

than adequately capitalized and amply satis-

fies the Basel II and Basel III criteria with re-

spect to equity. The Core Tier1-capital ratio

stood at 23.1% at year-end 2012. This ratio

is well above the industry average, taking

into account the acquisition of the stake in

JM Finn & Co and the long-term commit-

ment to buy out minority shareholders in JM

Finn & Co. Delen Investments has a sound

and easily understood balance sheet. Cash

and cash equivalents on the balance sheet

continue to be invested conservatively in

high-quality government bonds (no PIIGS

exposure), in high-quality short-term com-

mercial paper from blue-chip companies, in

short-term deposits with highly respected

banks or with the National Bank of Belgium.

The impact of the Basel III requirements will

be small for Delen Investments, as its capital

consists exclusively of Core Tier1-capital, its

portfolio is invested conservatively, and the

group’s ratios already exceed the future re-

Delen Private Bank - Brussels

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DEMEJ a a r v e r s l a g 2 0 1 2

DEME is one of the largest marine engineering companies in the world. In addition to its core activities of

dredging and civil marine engineering, the group has developed complementary activities, such as environ-

mental engineering (and in particular the treatment of soil and sludge), services for the oil and gas sector,

and the extraction of construction aggregates from the sea.

66

quirements by a comfortable margin. The

return on (average) equity was a very satis-

factory 16%.


In Europe, the stock market year 2012 might

very well go down in history as the year of

revival, although that was not yet noticeable

early on in the year. The lack of ability of the

authorities to stabilize the crisis even sparked

a new flight from European stocks. The turn-

about came in the summer when the ECB

finally announced that it would take more

responsibility. This led to a remarkable stock

market recovery in an environment which

even made it possible to earn a profit in the

corporate bond market.

In 2012, Delen Private Bank applied its tra-

ditional investment principles of dynamic yet

prudent management, and was thus able to

let the capital of its clients benefit from fa-

vourable markets. This was also the case for

JM Finn & Co, which was able to benefit from

similar market conditions in the Anglo-Saxon

countries. At the beginning of 2012, the

bank believed that an investor who managed

to protect his capital in recent years was in an

ideal position to make the most efficient use

of investment opportunities. The discretion-

ary management of Delen Private Bank and

of JM Finn & Co, based on experience and

long-term perspective, was to make the dif-

ference in this context. Delen Private Bank fo-

cused on taking advantage of weaknesses in

the markets to gradually reduce the cash and

bonds positions and to increase the weight

of shares. Opportunities were also examined

to invest in hybrid instruments such as con-

vertibles that allow added value with a better

protection than that offered by shares. Delen

Private Bank continued to show the neces-

sary prudence in looking for investments for

its clients, continuing to favour companies

with a healthy balance sheet and a presence

in growth markets, as well as defensive or

undervalued sectors. As regards the govern-

ment bonds part of the portfolios, Delen

Private Bank continued to opt for short-term

investments and governments with solid

track records. Although the diversification

into other strong currencies was part of the

strategy, the euro nevertheless remains the

most important currency for the clients of

Delen Private Bank.

In 2012, Delen Private Bank continued with

its strategy of optimizing the quality and ef-

ficiency of its asset management by aiming

for a bigger share of management mandates.

At year-end 2012, 73% (13,113 million eu-

ros) of the assets entrusted to Delen Private

Bank were being managed through direct

discretionary asset management or through

its own financial BEVEKs (open-ended in-

vestment trusts). This now represents more

than 16,000 management mandates. Delen

Private Bank continued to gain market share

in the Belgian private banking market thanks

to the strong growth in new private assets.

All the Delen Private Bank branches contrib-

uted to this expansion, although two-thirds

of net capital inflows now come through the

branches outside the head office in Antwerp.

67

The development of the local establishment

of the bank is bearing fruit, and this encour-

ages Delen Private Bank to invest in staff and

infrastructure in order to receive and serve its

clients even better locally.

Through its 39 offices, Bank J.Van Breda & C°

again contributed substantially to the result

of Delen Private Bank. At 31 December 2012,

Delen Private Bank was managing 2,504 mil-

lion euros for clients introduced through the

network of Bank J.Van Breda & C°. In addi-

tion, Delen Private Bank takes care of the se-

curities administration for Bank J.Van Breda &

C° (355 million euros). Bank J.Van Breda & C°

thus represented approximately 16% of the

total assets managed by Delen Private Bank.

The acquisition of 73.49% of the London-

based asset manager JM Finn & Co Ltd in

2011 was an important step for the Delen

Investments group. JM Finn & Co had been

operating since 1945 as an asset manager for

private clients. In addition to its headquarters

based in London, it has offices in Bristol, Bury

St Edmunds, Cardiff, Ipswich and Leeds.

At year-end 2012, JM Finn & Co had 7,971

million euros (£6,505 million) assets under

management, of which 62% under discre-

tionary management. The growth in rela-

tion to year-end 2011 in terms of capital and

percentage under discretionary management

proves that the arrival of the Delen group was

favourably received by the clients of JM Finn &

Co. JM Finn’s position in the attractive UK on-

shore asset management market, combined

with the skill and experience of Delen Private

Bank, should enable JM Finn & Co to con-

tinue expanding and develop its operational

model, and so become a prominent player in

the British asset management market.

In 2012, the partnership between Delen

Private Bank and JM Finn & Co was consoli-

dated. Not only at board and executive com-

mittee level, but also at the operational level

ad-hoc teams are working together and ex-

changing best practices. The executive com-

mittee of JM Finn & Co has outlined strategic

initiatives that will be implemented over the

next two years. Those initiatives will let JM

Finn & Co continue to evolve from a tradi-

tional listed company to a more efficient and

modern asset manager, without impairing the

relationship of trust between the asset man-

agers and their clients. Where relevant, the

experience and infrastructure of Delen Private

Bank were used. The Delen Investments group

wholeheartedly supports JM Finn & Co in the

challenge of coupling a successful growth

strategy with profit improvement.

Outlook 2013

Delen Private Bank and JM Finn will con-

tinue to do their best to attract new capital,

with a focus on regions where their brand

recognition is on the rise. The new employ-

ees who came on board in 2012 in Belgium

and Britain to support the growth will con-

tribute to these efforts. In the first months of

2013, Delen Private Bank plans to move into

its new offices on Coupure Rechts in Ghent,

and to reopen the fully renovated offices on

the Tervurenlaan in Brussels.

The full impact of the increase in assets un-

der management on the financial results of

the Delen Investments group will become

clear in 2013. In view of JM Finn’s current

cost-income ratio of 89%, the contribution

of the United Kingdom in terms of net result

will be more modest than in terms of assets

under management and gross operating

income. The Delen Investments group will

continue to assess external growth opportu-

nities. Emphasis, however, is on the partner-

ship with JM Finn. The group is convinced

that its business model, which is developing

at a steady pace in Belgium, can also be ap-

plied in other markets where the group has

a presence.

JM Finn & Co - from left to right: top: Charles Beck, Jacques Delen, Hugo Bedford, Eric Lechien, James Edgedale, bottom: Paul De Winter, Paul Dyas, Simon Temple Pederson, Steven Sussman, Gregory Swolfs

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68


Bank J.Van Breda & C° again showed a

strong financial performance in 2012.

• The consolidated net profit for 2012

amounted to 27.7 million euros, com-

pared to the normalized net result (exclud-

ing ABK and an impairment on Greece) of

26.4 million euros in 2011.

• As a result of the constant inflow of new

funds, the total client assets grew by 7%

to 8.0 billion euros.

• The consolidated equity (group share)

grew from 395 million euros to 427 mil-

lion euros.

• The liquidity and solvency position re-

mained perfectly healthy.

Increase in banking income and net result (incl. ABK)The consolidated banking income increased

by 14 million euros to 113.9 million euros

(+14%). This result is to a large extent ac-

counted for by the vigorous growth in com-

mercial volumes, the very low level of loan

losses (0.08%) and the recognition of ABK

for 12 months (7 months in 2011).

• Despite the growth of the credit portfo-

lio by 9%, the interest result increased

by 8%. The continuing disruption of the

deposits market in which savings are paid

interest that is significantly above the risk-

free interest rate, the flattening of the

yield curve and the bank’s strategy of pri-

oritizing security over performance in its

investment portfolio all combine to inhibit

the growth in interest result.

• The growth in entrusted funds (+14%) led

to a 7% increase in commission income.

• The increase in gains on financial instru-

ments and other income is primarily the

result of sales from the investment port-

folio.

The costs increased to 67 million euros (2011:

61 million euros, 7 months ABK) as a result

of salary indexation, higher provisions for the

stock option plan, hiring of extra staff, invest-

ments in IT applications, brand recognition

and accommodation. The consolidated cost-

Bank J.Van Breda & C° is a specialized advisory bank focusing exclusively on entrepreneurs and liberal pro-

fessionals, for both their private and professional needs, and with a specific focus on asset accumulation,

management and protection.

A n n u a l r e p o r t 2 0 1 2

Entrusted funds Client deposits Loans to target group clients

Bank J.Van Breda & C° (incl. ABK): client assets

69

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

income ratio stood at 58% (2011: 61%),

making Bank J.Van Breda & C° one of the

most profitable Belgian banks.

At year-end 2012, the bank had a total work-

force of 465 employees, of whom 45 at ABK

and 35 at Van Breda Car Finance. Bank J.Van

Breda & C° manages the relations with entre-

preneurs and liberal professionals from 39 lo-

cations across Belgium (including 8 independ-

ent agencies). ABK currently has 7 branch

offices of its own in the province of Antwerp.

Strong liquidity and solvencyWith its healthy liquidity and solvency posi-

tion, Bank J.Van Breda & C° continues to be

properly equipped to face the challenges pre-

sented by the financial and economic crisis.

The equity (group share) increased from 395

million euros to 427 million euros in 2012.

Bank J.Van Breda & C° invests exclusively in

bonds which are issued or guaranteed by the

following European governments: Germany,

the Netherlands, Belgium, Austria, Luxem-

bourg, Sweden and Finland. The portfolio

contains no bonds from France, Greece, Italy,

Portugal, Ireland or Spain. Because of the

healthy investment portfolio, the equity is

virtually immune to impairments on financial

instruments. ABK, which boasts an excep-

tionally strong solvency, invests its substantial

surplus equity in a more diversified portfolio,

containing a limited number of closed-end

real estate investment trusts and shares of

which the market price is below the level of

the opening balance at the time of acquisi-

tion. An exceptional impairment was recog-

nized on this, with an impact of 2.3 million

euros on the result.

The growth in equity solidifies the bank’s po-

sition to sustain its steady growth on a sound

financial footing, even in unforeseen market

conditions. Furthermore, the bank already

satisfies the solvency criteria which the Basel

III agreement intends to implement.

• The risk-weighted solvency ratio (to-

tal equity relative to the weighted risk

volume) was 16.4%, where the minimum

requirement currently stands at 8% and

is expected to evolve to 10.5% by 2019.

• The core capital ratio (equity in the narrow

sense (Core Tier1) relative to the weighted

risk volume) was 14.2% at a current mini-

mum requirement of 4%, and well above

the stress test level of the European regu-

lator, which sets the bar at 9%.

• The solvency, expressed as equity-to-

assets, stood at 11%, well above the 3%

which the regulators want to introduce at

the earliest by 2019.


Beneficial interest AvH: 78.75%Bank J.Van Breda & C° NVwww.bankvanbreda.be

(€ 1,000) 2012 2011 2010

Bank product 113,908 99,822 93,441



Balance sheet total 3,992,765 3,979,566 3,202,819

Client assets 8,010,469 7,469,140 6,368,943

Loans to target group clients 2,937,009 2,703,139 2,285,411

Net loan loss provision 0.08% 0.06% 0.15%

Cost-income ratio 58.3% 61.1% 57.2%

Return on equity 6.7% 16.4% 10.2%

Core Tier1-capital ratio 14.2% 14.7% 11.3%

Solvency ratio (RAR) 16.4% 17.3% 14.7%


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Furthermore, the credit portfolio is financed

entirely by client deposits, giving the bank a

stable source of funding with volumes spread

across a large group of clients.

Assets under management and lendingThe bank’s sustainable prudent approach

and the high client satisfaction resulted in a

steady growth of the commercial volumes.

The client assets grew from 7.5 billion euros

at year-end 2011 to 8.0 billion euros in 2012

(+7%), of which 3.4 billion euros client de-

posits and 4.6 billion euros entrusted funds.

After a 20% volume growth in 2011, client

deposits stagnated in 2012. The 14% in-

crease in entrusted funds is due to the inflow

of additional investments and the excellent

financial performance of the assets under

management.

In the area of asset management, Delen Pri-

vate Bank managed 2,504 million euros at

year-end 2012 for clients of Bank J.Van Breda

& C° (compared to 2,115 million euros in

2011, or a 19% increase). Buoyed by a fa-

vourable stock market climate, an excellent

return was realized on these portfolios.

Insurance investments grew to a volume of

1,496 million euros (+4%). Outstanding re-

serves in other insurance products (primar-

ily group insurance policies) rose by 23% to

more than 286 million euros. The capital in-

vested in investment funds grew to 296 mil-

lion euros (+29%).

The loan volume from target group banking

(excl. ABK) increased further to 2,727 million

euros (+10%) in 2012. Lending to success-

ful entrepreneurs and liberal professionals

is based on a long-term relationship, which

means that lending remains possible for

well-considered and cautious investment and

growth projects, even in a difficult financial

and economic environment. Write-downs for

loan losses in target group banking remained

at a very low level. The bank’s sustained cau-

tious credit policy and the partnership with

successful and prudent clients continue to

bear fruit, even at a time of economic crisis.

Bank J.Van Breda & C° is also active through-

out Belgium in the sector of car finance and

financial car leasing through its subsidiary,

Van Breda Car Finance. Despite a difficult

market environment, characterized by a

sharp decrease in new car registrations, a 3%

growth was realized in the portfolio to 295

million euros at the year-end.

ABKABK became a subsidiary of Bank J.Van Breda

& C° in 2011, repositioning itself in 2012

as an asset manager for self-employed and

private clients. ABK advises its clients on the

basis of a long-term perspective on asset ac-

cumulation, management and protection. In

doing so, ABK remains faithful to its tradition

of simple and transparent products, in a cul-

ture of prudence and personalized approach.

Operationally, too, 2012 was an important

year of transition for ABK with, among other

things, the partnership with Baloise Insurance

in an offering of Class 21 and Class 23 insur-

ance products, the transfer of certain support

activities such as risk management, audit and

HR management to Bank J.Van Breda & C°,

and the start of the migration to the IT plat-

form that is also used by Bank J.Van Breda

& C°.

At the end of 2012, ABK took the oppor-

tunity to exit from the Beroepskrediet stat-

ute, subject to payment of an extraordinary

contribution of 60.1 million euros, with only

a limited impact on its equity position. This

enables it to roll out the strategy of asset

manager in a more flexible way and to orga-

nize the partnership between ABK and Bank

J.Van Breda & C° as efficiently as possible.

At year-end 2012, the clients had entrusted

329 million euros worth of deposits to ABK,

compared to 303 million euros at the time of

the acquisition. The credit portfolio amount-

ed to 209 million euros; here, too, the write-

downs on loans remained at a low level.

Outlook 2013

Based on the good results of 2012, the

bank is well equipped to deal with the

economic and financial environment. The

present climate of uncertainty makes it dif-

ficult to make profit forecasts. Not only the

unsteady economic situation in Europe, but

also the debts issue in the United States of

America and the drastic interventions by

the monetary authorities make the interest

rate climate uncertain and highly unpredict-

able. The disruption of the deposits market

threatens to keep depressing the interest re-

sult. Then there is the persistent economic

recession which could have an impact on the

write-downs on loans.

Although the evolution of the net profit is

difficult to predict, the bank expects, bar-

ring unforeseen circumstances, to achieve

another decent performance in 2013, for

several reasons:

• With its asset management strategy,

based on the long-term interests of the

client, the bank has proved in recent years

that it has only limited exposure to the

volatility of the financial markets.

• Set against the increase in personnel costs

due to additional staff recruitment, there

is a reinforcement of the commercial

strength which – due in part to high client

satisfaction – will in 2013 again lead to

vigorous growth in commercial volumes

and further expansion of the goodwill of

the bank.

• This growth in volume will keep up the

banking income and, together with the

bank’s cost efficiency, help to support the

result.

• The bank’s own portfolio is conservatively

invested in short-term securities and to

a substantial proportion in high qual-

ity bonds. The protection of the bank’s

equity will continue to have top priority in

2013. In recent decades, the write-downs

on loans remained significantly below the

market average, due to the prudent lend-

ing policy. The bank expects that this ap-

proach will continue to bear fruit in the

future.

71

From left to right: top: François De Maeyer, Sofie Lins, Michel de Lophem, Wilfried Van Gompel, Luc De Backer bottom: Bart Dewulf, Jos Gielen

Beneficial interest AvH: 50%

BDM NVContinentale Verzekeringen NV (ASCO NV)www.bdmantwerp.be - www.ascocontinentale.be

(€ 1,000) 2012 2011 2010

BDM

Premiums earned 67,374 56,798 49,686

Operating results 7,911 7,300 6,234

Net result (group share) 646 525 1,848(1)


ASCO

Gross premiums 28,609 25,936 26,313

Net result (group share) 318 -225 38


Personnel 68 62 60

(1) Incl. capital gain on the sale of Bruns ten Brink

ASCO closed 2012 with a net result of 0.3 mil-

lion euros, partly due to the positive impact of

the unrealised capital gains on the investment

portfolio. The negative results in the Car, Car-

go and Hull classes were to a significant extent

caused by some very hefty claims (such as after

hurricane Sandy in the US). The market results

in Marine remain poor as well. Nevertheless,

the negative results in these classes are largely

offset by the very favourable results in the

Property classes.

In accordance with the Solvency II guidelines,

ASCO-BDM reinforced its internal audit sys-

tem in the organization and provisions were

estimated more conservatively.

portfolio stagnated due to highly selective un-

derwriting in difficult market conditions.

In the Property & Casualty segment, BDM is

a smaller player with a strong focus on SMEs,

Real Estate, Public Buildings and High Net

Worth. The radical focus on customization

and the development of new niche products

produced a 21% growth in premium volume.

The increased market share in both activi-

ties, stable overhead costs and substantial

dividends led to an increase of almost 20% in

the operating result. The net result ultimately

amounted to 0.6 million euros.

BDM continued developing its strategy

in 2012, aimed at underwriting specialist

products with high added value. The agency

also extended its expertise by attracting spe-

cialized staff and investing in product inno-

vation and IT systems. This strategy is now

bearing fruit with a growth in BDM premium

volume from 50 million euros in 2009 to 67

million euros in 2012.

In the Marine segment, BDM occupies a top

five position with a wide product offering

in Cargo, Hull, Protection & Indemnity, and

Pleasure Cruising. This segment grew by 17%

in 2012, with Cargo and Pleasure Cruising

accounting for most of this growth. The Hull

The insurance group ASCO-BDM focuses on marine and industrial insurance policies through a network of brokers. BDM is an insurance underwriting agency offering risk coverage on behalf of ASCO and a number of other large international insurers. The close collaboration between the underwriting agency BDM and the insurer ASCO within the same group has important benefits: it assures BDM of a substantial underwriting capacity while at the same time offering ASCO a powerful commercial instrument.

ASCO-BDM

72 A n n u a l r e p o r t 2 0 1 2

Real Estate, Leisure & Senior Care




Delen Investments l DEME l Distriplus l

Egemin l Euro Media Group l Extensa

l Financière Duval l Groupe Flo l

Hertel l Leasinvest Real Estate

l Manuchar l Max Green l Mercapital l

NMC l NMP l Oriental Quarries & Mines

l Rent-A-Port l Sagar Cements l Sipef l

Spanogroup l Telemond l Trasys l Turbo’s

Hoet Groep l Van Laere

74 The active management of Leasinvest Real Estate led to a growth of its real estate portfolio and net profit.

The development activities of Extensa and Groupe Financière Duval were adversely affected by difficult

market conditions, leading to a diminished contribution to the group result.

A n n u a l r e p o r t 2 0 1 2

ExtensaAvH 100%

Extensa is a real estate developer with focus

on residential and mixed projects in Belgium,

the Grand Duchy of Luxembourg and Tur-

key.

Leasinvest Real Estate (LRE)AvH 30%

The listed investment trust LRE manages real

estate in offices, retail and logistics buildings

in Belgium and the Grand Duchy of Luxem-

bourg.

Leasinvest Real Estate - The CrescentExtensa - Tour & Taxis

(€ million) 2012 2011 2010

Extensa -5.3 -2.8 1.2

Leasinvest Real Estate 6.5 4.2 5.0

Groupe Financière Duval 1.8 2.6 1.4

Anima Care 0.6 0.4 0.0

Cobelguard - 0.1 1.0

Real Estate, Leisure & Senior Care 3.6 4.5 8.6


Real Estate, Leisure & Senior Care

75

Financière DuvalAvH 41%

Financière Duval is a multidisciplinary real

estate group in France with activities in pro-

motion and construction, parkings, tourism,

health and golf.

Anima CareAvH 100%

Anima Care focuses on the upmarket seg-

ment of accommodation and care for the

elderly in Belgium.

Financière Duval (Odalys) - Autrans - Le Sornin Anima Care - Huize Zevenbronnen

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The AvH group is active in: • RealestatedevelopmentthroughExtensa,includingresidentialandmixeddevelopmentsinBelgium, the Grand Duchy of Luxembourg, Central Europe and Turkey; • Realestatemanagement,throughLeasinvestRealEstate(LRE),alistedinvestmenttrustwithareal estate portfolio worth 618 million euros, which is invested in offices, retail and logistics buildings in Belgium and the Grand Duchy of Luxembourg.

The AvH group holds a total of 1,204,102

shares (30%) of the listed real estate invest-

ment trust Leasinvest Real Estate Comm.

VA, 29.3% of which is held through Extensa

Group. LRE contributed 6.5 million euros to

the result of AvH in 2012, compared to 4.2

million euros in 2011.

Due to the delay of various permits and the

poor economic climate in Romania, Extensa

made a loss in 2012 of 5.3 million euros, of

which 3.2 million euros in write-downs and

exchange losses. They relate primarily to the

retail park projects in Romania and a few

positions in the remaining real estate leasing

portfolio in Belgium.

The consolidated equity and the net finan-

cial debt of Extensa Group remained stable

in relation to 2011 and amounted to 107.9

million euros and 94.4 million euros respec-

tively.


Extensa Group

Developments and residential projects in BelgiumAn allotment permit was granted in 2012

for the third phase of the ‘De Lange Velden’

project in Wondelgem (Ghent), which com-

prises 22 building lots. Sales began at the

end of 2012 and will contribute to the result

of 2013. Phases 1 and 2 of this project (191

building lots and land for 96 apartments)

were already sold out in previous years.

The ‘Cederpark’ project in Hasselt is also

proceeding according to schedule. More

than 50% of the 75 terraced houses and

apartments in the first phase have already

been sold, and have all been completed.

Furthermore, far-reaching negotiations were

conducted for the sale of the lots of phases

2 and 3 of the project.

In the inner city project ‘De Munt’ in

Roeselare (50% Extensa), 20 apartments

were sold in 2012, which puts the to-

tal number of apartments sold at 62.

During the year, planning permission was

also obtained for phase 4, which comprises

48 apartments. Once the project is com-

pletely finished, it will count 145 apart-

ments.

Negotiations for the development projects in

Edegem and Kapellen were continued; one

lot (0.8 ha) in Burchtsestraat, Zwijndrecht,

was sold with a capital gain of 1.2 million

euros, while some other smaller lots were

sold at a profit as well. The rebuilding of the

‘Kapittelhoeve’ in Kontich, which was de-

stroyed by fire in 2010, was begun as well.

In Wallonia, Extensa is actively involved in

the start-up of three projects, which will only

begin to contribute to the results within a

few years. For the ‘Les Jardins d’Hennessy’

project on the territory of La Hulpe and Rix-

ensart, the joint venture DPI (50% Extensa)

continued to work on the master planning

of an area of 8 ha and the redevelopment of

the existing building ‘Le Mazzerin’. DPI also

A n n u a l r e p o r t 2 0 1 2

Extensa Group -Leasinvest Real Estate

Brussels Department of Environment

77

From left to right: Laurent Jacquemart, Ward Van Gorp, Kris Verhellen

won the competition for the redevelopment

of the ‘Folon’ site in Waver for the construc-

tion of some 145 apartments. Finally, the

joint venture Extensa-BPI (50%/50%) initi-

ated the procedure to redevelop a site of 7.7

ha along the Brussels-Charleroi canal, near

Tubize, called ‘Les Jardins d’Oisquercq’, as

residential area (some 110 building lots and

96 apartments).

Planning applications for the development

projects ‘Groeningen’ in Kontich (525 resi-

dential units) and ‘Parkveld’ in Leuven (70

residential units) were already submitted in

2009. Both applications are still pending,

but the final planning permissions have not

been granted yet due to legal proceedings.

Urban development projectsNotwithstanding the Decree of the Brussels

Government of 23 April 2009 which pro-

vided that the special zoning plan for the

Tour & Taxis site had to be drawn up by the

City of Brussels within three years, this zon-

ing plan has not been delivered yet. In the

meantime, however, planning permission

was obtained for a passive office building of

16,725 m² which is let on a long-term lease

to the Brussels Department of Environment.

Construction began immediately, and the

building will be completed in the first quar-

ter of 2014. The same permit also covers a

new public car park for 187 vehicles, which

will also be completed in 2014. An amend-

ing planning application was made for 125

apartments which is expected to be granted

in 2013, and the demolition of various small

outbuildings began in preparation for the

9 ha park that will be constructed on the

Beneficial interest AvH: 100%Extensa Group www.extensa.be

(€ mio) 2012 2011 2010

Balance sheet

Real estate investments & leasings

42.0 43.4 50.9

Land development 15.2 15.5 16.2

Real estate projects 74.8 66.4 50.9

Leasinvest Real Estate (LRE)(1) 74.9 76.9 80.9

Other assets 33.9 29.9 42.8

Total assets 240.8 232.1 241.7

Shareholders’ equity (group share) 107.9 109.8 110.9

Financial debt(2) 114.5 104.6 111.6

Other liabilities 18.4 17.7 19.2

Total liabilities 240.8 232.1 241.7

(1) Number of shares 1,173,866 (29.3%) (2) Net financial debt: € 94.4 mio (2012), € 88.8 mio (2011), € 89.2 mio (2010)

De Munt (Roeselare) (artist impression)

Tour & Taxis (Brussels)

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site. Finally, the renovation of the Post Office

building on the site was started with a view

to the use of the former lobby from the third

quarter of 2013.

Although the special zoning plan for the

‘Cloche d’Or’ site (formerly called ‘Gross-

feld’) on the territory of Luxembourg City

(Grand Duchy of Luxembourg) had already

been approved at the end of 2010, the first

phase of the infrastructure project has been

delayed. The City of Luxembourg has already

contracted out the second phase, while the

first phase is expected to be launched in

early 2013. The start of the first residential

phase was postponed as well, which meant

that the expected results could not be

realized in 2012. Cloche d’Or is a joint ven-

ture of Extensa Group and the Luxembourg

group Promobe.

Slovakia, Romania, TurkeyIn the ‘Extensa Business Park’ in Trnava (Slo-

vakia), Top Development (50% Extensa) has

sold a few small plots totalling two hectares

in 2012 for retail and industrial purposes.

Although these sales made only a very small

contribution to the consolidated profit of

Extensa, they do bear out the interest shown

by the market in this location. For the re-

mainder of the site, a retail project is in pro-

gress. To the extent that the main risk factors

can be hedged, a first phase of 7,500 m²

could be realized in the short term.

In Romania, Extensa has a 20% stake in two

retail park projects. The Promenada retail

park Focsani was opened in 2009 and ap-

pears to be stabilizing despite the difficult

market situation. The opening of C&A in

2011 and the gradual improvement of the

profile of the stores on the site contributed

to this positive trend. Nevertheless, the fair

value of the Focsani retail park was revised

downward in line with current market

conditions. In breach of the lease that was

signed, Carrefour eventually decided not to

open the store in Deva. As a result, the shop-

ping mall could not be opened either. As for

the retail park in Targu Mures (Extensa 30%)

that was sold in 2007, the final settlement of

the security deposits became the subject of

arbitration proceedings which are still pend-

ing. Negotiations are continuing for the two

land positions in Arad and Bucharest (50%

Extensa), so far without any definite result.

Extensa Istanbul (100%) completed its

second apartment building, ‘Modern Palas’,

in 2012. The building contains 98 apart-

ments, of which 52 may be sold by Extensa,

while the rest remain in the hands of the

original owner of the land. As at year-end

2012, Extensa has sold 24 units, whereas

12 units (of a total of 75) are still for sale

in the first project, ‘Bomonti Apartman’.

In this market segment, sales have slowed

down due to the persistently low exchange

rate of the Turkish lira and an increased

supply. Based on the experience that has

been gained, new opportunities are being

investigated in Istanbul.

InvestmentsIn the portfolio of actively managed invest-

ment properties, a building in Zemst was

leased to Air Liquide Medical and sold to

an investor. One quarter has been let of a

property in Evere, which had been vacant

for a long time, and there are prospects for

letting another quarter. Additional write-

downs to the amount of 0.9 million euros

were recognized on two properties in the

remaining real estate leasing portfolio. The

investments in the Royal Warehouse, the

Public Warehouse and car parks of Tour &

Taxis, on the other hand, yielded a positive

contribution of 1.1 million euros.

Cloche d’Or (Luxembourg) (artist impression)Modern Palas (Istanbul, Bomonti)

79

Leasinvest Real Estate (LRE)Leasinvest Real Estate operates in three mar-

kets (offices, retail and logistics) and in two

countries (Luxembourg and Belgium), each

of which is affected by the economic climate

in a different way. As expected, the eco-

nomic situation remained difficult in 2012.

2013 will probably be a better year.

In Belgium, the offices market in 2012

generally experienced an improved rental

volume over 2011, although rents remained

low and the vacancy rate significant (>11%).

The retail and logistics markets continued to

do very well. In the Grand Duchy of Lux-

embourg, where LRE is one of the largest

foreign real estate investors, office rental

volumes in 2012 were down on 2011,

whereas retail did better.

2012 was a very important year for LRE

strategically, and a turning point in two

respects. Firstly, with the significant invest-

ments in the Grand Duchy of Luxembourg,

this country became the prime investment

market for LRE (53% of the consolidated

real estate portfolio, compared to 47% in

Belgium). Secondly, there was a shift in the

split by type of building (offices 47%, retail

29%, and logistics 24%).

For LRE, 2012 was marked by the following

key transactions:

• In June, the still vacant offices of phase 2

of Canal Logistics (Neder-over-Heembeek)

were let out, thus raising the occupancy

rate to 100%. A lease was also signed for

phase 1, so that this project will be fully

let out by 01/02/2014.

• In July and early August, the stake in the

real estate investment trust Retail Estates

was increased from 7.33% to 10.03% as

a result of several transactions on and off

the stock market.

• In September, all privately issued real

estate certificates relating to the Knauf

shopping centre were acquired for 74.5

million euros. The shopping centre has a

floor area of more than 30,000 m² and

is located in Schmiede, in northern Lux-

embourg.

• Also in September, the new State Archives

building in Bruges was completed and

leased for 25 years to the Public Buildings

Agency, and involved an overall invest-

ment of 17.8 million euros.

State Archives (Bruges)

The Crescent (Anderlecht)

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• In December, the old Rix Hotel, situated

on the Boulevard Royal in the CBD (Cen-

tral Business District) of Luxembourg City,

was acquired for 19.5 million euros. Once

the property has been demolished, a new

office building of 5,000 m² will be con-

structed on this site.

• Also in December, a major lease and

services agreement was concluded for

2,300 m² of the building The Crescent

(Anderlecht), raising the occupancy rate

from 50% to 62.5%.

• Finally, a suspensive sale agreement was

concluded for the Pasteur building in Lux-

embourg, worth 20 million euros.

• In December 2012 and January 2013,

buildings were sold for a total sum of 7

million euros: Torenhof in Merelbeke, a

floor in the Mercure building in Luxem-

bourg, and the front part of the Vierwin-

den building in Zaventem.

At year-end 2012, the fair value of the con-

solidated real estate portfolio, including

project developments, amounted to 618

million euros (compared to 504 million eu-

ros as at 31/12/2011). The 22.5% increase

is mainly the result of the investments in the

Knauf shopping centre, the Rix Hotel (both

in Luxembourg), and the State Archives in

Bruges. This real estate portfolio consisted of

47% offices (2011: 54%), 29% retail (2011:

20%), and 24% logistics (2011: 26%).

There are 18 buildings in Luxembourg (53%

based on the portfolio’s fair value) and 37

buildings in Belgium (47%).

As a result of the new (re)lettings and the

fully let investments, the average duration of

the portfolio increased to 4.9 years and the

occupancy rate rose from 92.57% (2011)

to nearly 95%. The rental yield, calculated

on the fair value, improved to 7.30% at

31/12/2012 (2011: 7.23%).

As at 31/12/2012, the equity (group share)

stood at 256 million euros. The revalued net

assets were 63.80 euros per share based on

the fair value of the real estate (65.51 euros

at 31/12/2011), and 67.67 euros (68.78 eu-

ros at 31/12/2011) based on the investment

value.

As a result of the investments mentioned ear-

lier, the financial debt increased to 364 mil-

lion euros (248 million euros at 31/12/2011),

causing the debt ratio (calculated according

to the Belgian Royal Decree of 21/06/2006)

to rise to 56.19% (47.29% at 31/12/2011).

The balance sheet total amounted to 667

million euros at the end of the 2012 finan-

cial year (2011: 538 million euros).

The substantial investments in the Knauf

shopping centre and the State Archives in

Bruges caused rental income for the 2012

financial year to increase to 38 million euros

(36.6 million euros at year-end 2011). LRE

closed its 2012 financial year with a higher

net result (group share) of 20.5 million euros

(12.6 million euros at 31/12/2011), or 5.11

euros per share (3.15 euros at 31/12/2011).

This 63% increase is the result of higher

rental income and the absence of negative

value adjustments on the portfolio. The net

current result amounted to 21.1 million eu-

ros and was slightly up on 2011 (19 million

euros, or an 11% increase).

The price of the LRE share fluctuated be-

tween 61.50 euros and 69.58 euros during

the 2012 calendar year. The closing price at

the end of the year was 67.10 euros. The

gross dividend per share over the 2012 fi-

nancial year will amount to 4.40 euros,

or a gross dividend yield (based on the

closing price) of 6.56% (2011 financial year:

6.39%).

Knauf shopping centre (Luxembourg)

81

Log

Belgie

Luxemburg

Retail

26%21%

24% 29%

Outlook 2013

Besides the construction of the building for

the Brussels Department of Environment on

the Tour & Taxis site, Extensa also hopes to

start with the development of the first resi-

dential programmes of its flagship projects

Tour & Taxis and Cloche d’Or in the next 12

to 18 months. Furthermore, the residen-

tial and land development activities in the

three Belgian regions, in Luxembourg and

in Turkey will increasingly contribute to the

hoped-for improvement of the results in the

medium term.

Leasinvest Real Estate expects to fur-

ther implement its strategic reorientation

in 2013. Barring exceptional circumstances

and unforeseen capital losses on the exist-

ing real estate portfolio and interest rate

hedges, the company expects to realize a

better net result and a better net current

result.

From left to right: Micheline Paredis, Vincent Macharis, Michel Van Geyte, Jean-Louis Appelmans

Beneficial interest AvH: 30%Leasinvest Real Estate Comm. vA www.leasinvest.be

(€ 1,000) 2012 2011 2010



Real estate portfolio (fair value)

617,763 504,443 494,203

Rental yield (%) 7.30 7.23 7.41

Occupancy rate (%) 94.90 92.57 97.45

Per share (in €):

Net asset value 63.80 65.51 68.92

Closing price 67.10 64.99 63.36

Gross dividend 4.40 4.15 4.10

LRE: Portfolio by type

Retail

Offices Luxemburg

Offices Belgium

Logistics/ Semi-industrial

Retail park Nossegem

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Groupe Financière Duval made every effort

to achieve further growth in its real estate

and exploitation activities in 2012, in a

French context, a slowing economy and

changes in government.

The turnover increased from 430 million

euros in 2011 to 514 million euros in 2012

(+19%). The operational cash flow (EBITDA)

decreased in relation to the previous year

from 28.1 million euros to 25.9 million eu-

ros, primarily as a result of delays in the per-

mitting procedure for certain projects and

extraordinary losses in project management.

The decrease in the operating result inevita-

bly led to a decrease in the net result, from

6.6 million euros to 3.9 million euros.


Real estate activities (Construction and promotion; Real estate services)CFA, a property developer wholly owned

by Financière Duval, develops, designs,

builds and sells projects in four major real

estate segments: retail infrastructure, cor-

porate real estate, housing and special-

ized residences, and public infrastructure

(culture, sport and leisure). CFA is active

across the whole French territory through

a network of regional branches and has

acknowledged expertise in downtown

mixed residential and commercial projects

and in public-private partnerships (PPP).

For its property development activities,

CFA takes full advantage of the compe-

tence synergies that were created with the

other real estate companies of the group.

In 2012, CFA completed approximately

100,000 m² of real estate and won a large

number of contracts. The level of activity

was depressed by the delayed execution of

certain projects due to the wait-and-see atti-

tude of prospective buyers and investors, the

longer time needed to secure funding from

the banks, and the growing number of ap-

peals against commercial licences and plan-

ning permissions. Nevertheless, the building

projects in progress helped to boost the

turnover from 126.7 million euros to 170.2

million euros. The order book remained at a

satisfactory level.

At the end of 2012, the group sold its 50%

stake in Gérim (design and construction of

turnkey buildings).

Yxime, a wholly owned subsidiary of Finan-

cière Duval specializing in property & facil-

ity management of industrial and commer-

cial real estate, recorded a 58% growth in

turnover. The signing of important contracts

with major European investors and owners

of public land and buildings (such as RFF)

confirmed Yxime’s position as a prominent

player on the French market of property &

facility management and corporate real es-

tate. Yxime currently manages more than

5.5 million m².

2012 was also marked by a growth in the

car park activity (Park’A). There are 14 sites

now being operated, representing a total of

nearly 6,000 parking places in the Paris area.

New sites will be opened outside the capital

in 2013 and 2014.

Financière Duval is a multidisciplinary real estate group in France that aims to offer both its private and

public sector customers comprehensive real estate solutions, ranging from the search for sites to managing

properties, promotion/construction and other real estate services. The group is organized along two lines

of business: real estate activities and exploitation activities.

A n n u a l r e p o r t 2 0 1 2

Financière Duval

Nouveau Golf de France - Golf Bethement

83

Eric Duval

Exploitation activities (Tourism; Health; Sports & leisure)Odalys is the second largest French opera-

tor of holiday residences with 110,000 beds

spread over more than 310 residences. The

turnover in 2012 amounted to 212 million

euros, which is a growth by 19% compared

to the previous year (financial year 2011 was

only 11 months), or by 16% on a like-for-

like basis. Odalys realized a solid growth in

result and acquired a controlling interest in

Voyages Loisirs. The company maintained

its leadership position in the market of

holiday and leisure facility rentals to ‘comi-

tés d’entreprises’ and also saw an increase

in the number of international customers.

Customer satisfaction remained high at

nearly 85%. Odalys intends to continue in

2013 with the targeted opening of tourist

accommodation and also speed up the de-

velopment of Odalys City (residences in city

centres).

Residalya develops and manages nursing

and care homes for the elderly. The turno-

ver of Residalya increased from 44.1 mil-

lion euros in 2011 to 57.6 million euros in

2012 (+31%). At year-end 2012, Residalya

managed 23 residences comprising a total

of 1,723 beds. The permits already obtained

allow the company to expand its current

accommodation capacity to 2,000 beds by

the end of 2013. To this end, three new

residences will be opened in the course of

2013, while the planned extension of exist-

ing residences will create 51 more beds. In

2012, Residalya opened three residences to

general satisfaction, and acquired a stake in

a residence outside the capital.

Nouveau Golf de France (NGF) operated

29 golf courses in France at year-end 2012,

and became the number one in the Paris area

with 15 greens. The management contract

for the Nancy golf course was renewed for

30 years; the Feucherolles golf course was in-

cluded in the portfolio in January 2012, while

the direct management of Golf d’Anjou was

discontinued in March 2012. The turnover

for 2012 amounted to 40.8 million euros, an

increase by more than 35% over 2011. The

growth of 5.2% at a constant perimeter is an

exceptional achievement in view of the dif-

ficult economic context and the particularly

unfavourable weather conditions (long hard

winter with lots of snow, followed by abun-

dant rainfall in the spring and summer). NGF

set up a network of golf franchises which al-

ready counts six golf courses. For the remain-

der, the company is devoting its efforts to ex-

panding Le Club, an international network of

golf clubs which eventually wants to become

a coherent network of golf clubs within a

worldwide federation. Some 350 golf clubs

have already joined Le Club.

Outlook 2013

Given that a general weakness on the mar-

kets in 2013 cannot be ruled out, the group

wants to remain highly cautious. In view of

the encouraging medium-term forecasts

(2014-2015), Groupe Financière Duval is

confident that it will be able to carry on de-

veloping its various activities.

Beneficial interest AvH: 41.14%Financière Duval SASwww.financiereduval.com

(€ 1,000) 2012 2011 2010

Turnover 514,142 430,381 321,324

EBITDA 25,886 28,067 21,906

EBIT 11,910 16,272 11,677


Net cash flow 19,502 20,500 14,968




Personnel 2,675 2,334 1,932

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In 2012, Anima Care acquired three centres,

together representing 133 residential units:

‘Parc des Princes’ in Auderghem (49 beds)

in January, ‘Azur Soins et Santé’ in Braine

l’Alleud (42 beds) in June, and ‘Résidence

Kinkempois’ in Angleur (42 beds) in Decem-

ber.

In 2012, Anima Care obtained final and ex-

ecutable building permits for its new con-

struction projects in Blegny, Haut-Ittre, Zemst

and Kasterlee, and has made some valuable

contacts for future projects.

The newly constructed building of residential

care centre ‘Huize Zevenbronnen’ in Landen

was brought into use in mid-April, so that

this centre now operates 85 beds and 22

service flats. The construction of a new resi-

dential care centre in Blegny with a capacity

of 150 beds was started in May. Finally, the

construction of a new residential care centre

in Zemst with a capacity of 94 beds and 23

service flats was started after the summer

holidays.


Anima Care realized a turnover of 20.5 mil-

lion euros in 2012. This is a 34% increase

over 2011, and is attributable primarily to

the new acquisitions, the extension of the

residential care centre ‘Huize Zevenbronnen’,

and a more efficient management of the ex-

isting residential care centres. Anima Care’s

profit amounted to 0.6 million euros in 2012,

compared to 0.4 million euros in 2011.

The equity of the group at year-end 2012

stood at 21.2 million euros, with 8.4 million

euros of additional capital being paid up in or-

der to finance the new acquisitions and new

construction projects. An amount of 1.1 mil-

lion euros remains to be paid up of the 15.3

million euros capital increase that took place

in 2010. The capital of Anima Care will be in-

creased by 17 million euros in 2013 to finance

the group’s construction and acquisition pro-

jects. The net financial debts increased from

13.7 million euros at 31/12/2011 to 15.2 mil-

lion euros at 31/12/2012. This net debt posi-

tion is to a large extent accounted for by the

fact that Anima Care aims to position itself as

a quality player in the market of care services

for the elderly, and that it wishes to retain

ownership of the real estate of its retirement

homes. The paying-up of the capital and the

increase in financial debt, coupled with the

acquisition of new residential care centres

and the investment in new construction pro-

jects, resulted in the balance sheet total in-

creasing from 36.3 million euros at year-end

2011 to 50.1 million euros at year-end 2012.

Anima Care specializes in the care and health sector in Belgium, focusing on the upmarket segment of accom-

modation and care for the elderly. Anima Care invests in operational activities and real estate in the segment

of residential care for the elderly. At the end of 2012, Anima Care had a portfolio of more than 1,000 retire-

ment home beds and service flats, of which 547 retirement home beds and 60 service flats were in operation.

A n n u a l r e p o r t 2 0 1 2

Blegny (under construction)

Anima Care

85

Outlook 2013

Anima Care will continue to work on its ex-

pansion in 2013. At the end of January 2013,

the groundworks were started for the con-

struction of a new residential care centre in

Haut-Ittre with a capacity of 120 retirement

home beds and 36 service flats. Anima Care

also plans to start work on its new residential

care centre in Kasterlee for 133 residents and

63 service flats. A day care centre will be pro-

vided as well.

The new residential care centre in Blegny is

planned to be ready for use after the sum-

mer holidays in 2013, while the new building

in Zemst will be completed by the beginning

of 2014.

Anima Care also wants to continue growing

through acquisitions. Economies of scale are

the main key to further increasing profitabil-

ity. Various acquisition opportunities are be-

ing examined.

Anima Care focuses on quality. It therefore

lays strong emphasis on continuously im-

proving its operational performance through

the development and integration of efficient

systems and working methods. Anima Care

pays much attention to the selection, coach-

ing and development of its staff, since they

are the people who put the values and vision

of Anima Care into practice.

Beneficial interest AvH: 100%Anima Care Nvwww.animacare.be

(€ 1,000) 2012 2011 2010

Turnover 20,522 15,351 8,808

EBITDA 2,444 2,056 1,178

EBIT 1,293 975 245

Net result (group share) 644 417 4

Net cash flow 1,661 1,489 937





From left to right: Luc Devolder, Peter Rasschaert, Ingrid Van de Maele, Johan Crijns

Azur Soins et Santé (Braine-L’Alleud)

86 A n n u a l r e p o r t 2 0 1 2

Energy & Resources




Delen Investments l DEME l Distriplus

l Egemin l Euro Media Group l Extensa



Max Green l Mercapital l NMC l NMP l

Oriental Quarries & Mines l Rent-

A-Port l Sagar Cements l Sipef l

Spanogroup l Telemond l Trasys l

Turbo’s Hoet Groep l Van Laere

88 After the record year 2011 with very high market prices, Sipef stands firm thanks to the increase of the

production volumes of palm oil and rubber.

A n n u a l r e p o r t 2 0 1 2

SipefAvH 27%

Sipef is a listed agro-industrial group,

specialised in tropical agriculture, with plan-

tations for palm oil, rubber and tea in the

Far East.

Sagar CementsAvH 16%

The listed Indian company Sagar Cements

produces a wide range of cement and

clinker.

(€ million) 2012 2011 2010

Sipef 14.1 16.9 14.3

Sagar Cements 0.3 1.3 0.0

Telemond / Henschel 1.0 -0.1 0.9

Other 1.0 0.9 1.3

Energy & Resources 16.4 19.0 16.5


Energy & Resources

Sipef - Oil palms in front of Mount Ulawun, Hargy Oil Palms (Papua New Guinea) Sagar Cements

89

Oriental Quarries & MinesAvH 50%

OQM is active in the exploitation and

production of aggregates intended for

road construction and the production of

concrete.

Max GreenAvH 19%

Max Green is a joint venture with

Electrabel GDF Suez and implements pro-

jects in the area of renewable energy based

on biomass.

Telemond GroupAvH 50%

Telemond Group develops and manufac-

tures loading containers and skips for light

carrier vehicles, and welded structures, such

as telescopic cranes.

Oriental Quarries & Mines Max Green - Rodenhuize plant Telemond Group

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90 Sipef is an agro-industrial group listed on NYSE Euronext Brussels, and specializes in tropical agriculture,

primarily in the sustainable production of unrefined palm oil and rubber in the Far East.

The group’s core activities are mainly con-

centrated in Indonesia, where 41,692 hec-

tares are planted with oil palms and 6,083

hectares with rubber trees, distributed across

several locations on the island of Sumatra.

Sipef also owns a high-quality tea plantation

of 1,787 planted hectares on the island of

Java, in the mountains near Bandung. The

Indonesian operations are not only the most

developed, but also the most profitable of

the group, and in 2012 represented more

than two-thirds of the gross profit.

The oil palm and rubber plantations in Papua

New Guinea are also becoming increasingly

important as a result of recent expansions.

Combined, the harvests from the 14,925

hectares of own plantations and the pur-

chases from neighbouring small farmers

generated a third of the gross profit.

Due to insufficient profitability in the past,

the African interests are limited to the pro-

duction of bananas and tropical flowers on

a total of 592 hectares in the south of the

Ivory Coast.

The core activities of Sipef can therefore be

described as direct investments in the agro-

industry. The group is a “USD pure play” or-

ganization in sustainable palm oil and rubber

production in the Far East.


Despite increasing production volumes for

the four basic products palm oil, rubber, tea

and bananas, lower market prices and rising

costs had a negative impact on the group’s

operating results. Consequently, the con-

solidated IFRS result is 28% down versus

the record year 2011. The growing palm

oil volumes in Indonesia are attributable

to the generally favourable weather condi-

tions, a greater maturity of the plantations

in the province of Bengkulu, and the increas-

ing contribution from the newly developed

acreage in North Sumatra. Despite difficult

agronomic conditions in the first quarter, the

production volume in Papua New Guinea

increased too as the expansions gradually

reached maturity. Rising production costs in

US dollar terms as a result of local inflation

and higher labour costs were compounded

in this country by a revaluation of the local

currency.

A decreasing demand for palm oil from Chi-

na and the biofuel industry, combined with

higher output volumes in the main produc-

ing countries, resulted in higher stocks in the

second half of the year and had an impact on

palm oil pricing. The prices for rubber, a basic

raw material for the cyclical tyre industry, re-

mained low in the aftermath of the Europe-

an debt crisis. Only the prices for high-quality

tea remained high due to a shortage of out-

put volumes in Kenya, Sri Lanka and India.

Despite a delay in the implementation of the

expansion plans in Papua New Guinea and

Indonesia as a result of sustainability proce-

dures and technical limitations, some 1,790

hectares were added to the planted acreage

of the group. This acreage has now topped

65,000 hectares, of which more than 20%

has not yet reached the production stage.

Outlook 2013

The price advantage of palm oil compared to

its competitor soya oil, the cyclical decrease

in palm oil production at the beginning of

the year and a slight recovery of the macro-

economy allowed prices to start rising from

their low point; nevertheless, in 2013 the

vegetable oil markets will again be subject to

weather conditions and the replenishment

A n n u a l r e p o r t 2 0 1 2

Sipef

Oil palm nursery (North Sumatra)

91

From left to right: top: Matthew Adams, François Van Hoydonck, Thomas Hildenbrand bottom: Didier Cruysmans, Robbert Kessels, Johan Nelis

of the strategic stocks of most agricultural

products. The analysis of supply and demand

shows a more balanced picture for rubber in

2013, where growth prospects remain prob-

lematical for the European automotive indus-

try, as opposed to a more favourable outlook

in the developing countries and in the United

States. Price projections for high-quality tea

remain positive.

Meanwhile, Sipef has already sold a signifi-

cant portion of its anticipated production at

prices above USD 900 for palm oil and above

USD 3,500 for rubber, so that the group is

once again heading for a good recurring

result. Final profit levels will depend on the

impact of export taxes levied on palm oil in

Indonesia, weather conditions, the effect

of the strong local currencies on costs, and

trends in the demand for raw materials dur-

ing the second half of the year. The strategic

long-term plan provides for a gradual expan-

sion of the group to 100,000 planted hec-

tares (group share), with a diversified country

and product risk, and a 70/30 ratio between

Indonesia and Papua New Guinea and be-

tween palm oil and rubber plantations. This

size will make it possible for the group to

efficiently place the products on the market

as a medium-sized player. Emphasis will con-

tinue to be on agriculture, with preferential

relationships with integrated customers who

have no or only limited plantation operations

of their own. The deliberate decision to opt

for an explicit sustainability policy with cer-

tification is also a guarantee for future de-

liveries to the food and energy industries in

Europe.

With its accumulated cash positions, Sipef

is able in shrinking markets to continue

the current expansion programmes in the

provinces of North Sumatra and Bengkulu in

Indonesia, and in West New Britain in Papua

New Guinea. Focus is also on the develop-

ment of a new business unit in the province

of South Sumatra, made possible by two li-

cences that were obtained for the develop-

ment of up to 19,500 hectares of oil palm

and rubber plantations. For the next three

years, Sipef will have the exclusive right to

acquire and convert this land to an oil palm

and rubber project in an area where so far

there has been relatively little agricultural de-

velopment. Negotiations are under way with

the local authorities for a third licence.

(USD 1,000) 2012 2011 2010

Turnover 332,522 367,661 279,400

EBITDA 103,321 130,184 112,597

EBIT 94,188 129,328 118,211


Net cash flow 94,131 101,890 86,380




Beneficial interest AvH: 26.69%Sipef NVwww.sipef.be

Oil palm bunchRubber plantation (North Sumatra)

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92 Sagar Cements produces a wide range of cements at its plant in the Nalgonda district of Andhra Pradesh

(India). The plant has a capacity of 2.5 million tonnes per year for cement. The company supplies its lime-

stone needs from its own quarry located next to the plant.

A n n u a l r e p o r t 2 0 1 2

During the past year, overcapacity and a

low demand in the southern region of In-

dia persisted. Both volumes and sales were

in line with the relatively low level of 2011,

and capacity utilization reached an all-time

low of 55% for several months in a row.

The general economic context in which In-

dian companies have to work remains dif-

ficult. The central bank’s policy of combating

high inflation by raising interest rates has a

negative effect on the industry as a whole,

and construction activity in particular. More-

over, some important infrastructure projects

continue to be delayed by the slow political

decision process. The general profitability of

Sagar Cements was also affected by signifi-

cant increases in electricity and coal prices

during the year. The company was able to

largely mitigate the impact of rising coal

prices by relying more on cheaper local coal;

on the other hand, there was little room to

offset the sharp increases in electricity pric-

es (more than 30%) resulting from a gen-

eral energy shortage in India. Nevertheless,

Sagar Cements was able to close the year

with small net profit of 154 million Indian

rupees (2.2 million euros).

On 16 January 2013, cement production

started at the Vicat Sagar plant (a joint

venture with the French Vicat group) in the

state of Karnataka. This marked the success-

ful completion of the first implementation

phase with a current output capacity of 2.75

million tonnes of cement per year. The com-

pletion of the second phase will increase the

output capacity to 5.5 million tonnes. The

cost of both phases is estimated at 25 billion

rupees (approx. 385 million euros).

At the end of 2012, Sagar initiated a major

investment programme for the construction

of a railway line to link the production plant

to the nearby national railway line which

ends in Mattampally (at 2.4 km from the

plant). The railway link will be completed

during the next two years and is expected

to further reinforce Sagar’s competitive posi-

tion. The railway line will provide the compa-

ny with a cheaper means of transport (com-

pared to road transport) to nearby states

with a deficit of cement supply.

Beneficial interest AvH: 15.68% Sagar Cements LTDwww.sagarcements.in

(€ 1,000) 2012 2011 2010

Turnover 85,560 88,836 81,923

EBITDA 11,408 23,125 8,630

EBIT 7,552 19,016 4,158

Net result (group share) 2,232 9,308 -231




Exchange rate INR/€

P&L 68.97 64.94 60.61

Balance sheet 72.32 68.71 59.76

Sagar Cements

J a a r v e r s l a g 2 0 1 2

93

From left to right: top: Sunil Sharma, Sandeep Aiyappa, Ashish Mohite, bottom: Parijat Mondal, Prateek Mathur, S K Singh

Oriental Quarries & Mines (OQM) is active in the exploitation and production of aggregates for infrastruc-

ture works (roads, road surfacing, airfields, racing circuits) and the production of ready-made concrete

(RMC) for the construction industry.

quarry in Bangalore primarily focuses on the

RMC market.

2012 was a transitional year for OQM as the

government imposed radical measures on the

mining industry. Combined with serious op-

erational problems, this led to the temporary

closure of the quarries in Gwalior (Mau), Gha-

toli and Nangal. The stone crushers of Ghatoli

and Nangal were transferred to new sites in

Gwalior (Bilaua) and Moth during the second

half of the year. It also looks increasingly un-

likely that the OQM’s installations in the area

around Gwalior (Mau) will be allowed to carry

on operating, given the growing urbanization

of the area.

The lower output volumes could not be offset

by the production increase achieved by the

OQM was established in 2008 as a joint ven-

ture of Oriental Structural Engineers (OSE)

and Ackermans & van Haaren. OSE is a ma-

jor construction company in India with more

than 41 years experience in the construction

of roads, motorways, runways, bridges and

racing circuits.

OQM was operating three quarries at the end

of 2012: in Moth and Gwalior (both near Del-

hi) and in Bangalore. Aggregates from OQM’s

quarries near Delhi are used for major infra-

structure works that are part of the Golden

Quadrilateral Project and the Yamuna Express

Way between Agra and Noida. The new For-

mula 1 racing circuit in Noida was also built

using high-quality stones from OQM. The

quarry in Bangalore, with a net loss of -0.4

million euros as a result.

OQM initiated a performance improvement

programme to increase sales margins and

improve operational efficiency (available ma-

chine time) in all its activities. The company

will focus on metropolitan areas such as Ban-

galore with a sound regulatory framework

and a secure RMC market in order to avoid

becoming overly dependent on supplying to

short-term infrastructure projects. With sever-

al quarries around specific cities, OQM wants

to position itself as a solid and reliable sup-

plier of aggregates to the RMC sector in a still

highly unstructured market.

Beneficial interest AvH: 50% Oriental Quarries & Mines Pvt LTDwww.orientalaggregates.com

(€ 1,000) 2012 2011 2010

Turnover 3,572 6,767 6,463

EBITDA -521 349 604

EBIT -718 120 503

Net result (group share) -446 214 258




Exchange rate INR/€

P&L 68.97 64.94 60.61

Balance sheet 72.32 68.71 59.76

Oriental Quarries & Mines

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94 Max Green is a joint venture (between Electrabel GDF Suez and Ackermans & van Haaren) that implements

projects in the area of renewable energy generated from biomass. This joint venture was set up in 2009.

A n n u a l r e p o r t 2 0 1 2

The conversion of the Rodenhuize 4 power

station, located in the Ghent canal area, was

the first project of Max Green and was com-

pleted in 2011. The project was more com-

plex than expected, but after more than a

full year in operation the power plant clearly

meets the proposed operational specifica-

tions. In fact more power was generated

than was anticipated at the start of the pro-

ject.

In 2012, the power plant generated 1.46

TWh green electricity from sustainable

biomass, which represents more than one

million green power certificates, and the

equivalent of the power consumption of

400,000 households. It also means 1.3 mil-

lion tonnes of avoided carbon emissions. In

this way, Max Green has made a substantial

contribution to green energy production in

Flanders, at an overall cost to society that

is lower than that of the other renewable

energy technologies. For the past year, this

means an estimated contribution of 27% to

total renewable energy production in Flan-

ders, at just 12% of the cost to society. In

2013, too, Max Green will make a substan-

tial and sustainable contribution to attaining

the 20/20/20 targets in Flanders.

However, the next few years look to be chal-

lenging for Max Green, with conditions for

renewable energy projects in Flanders be-

coming increasingly difficult. First there are

the decreasing market prices for electricity

and green power certificates, whereas the

market price of pellets continues to rise. Sec-

ondly, in 2012, Max Green was also required

to pay Elia’s grid injection tariffs. Finally, it

has become evident that a stricter calcula-

tion of energy consumption in the supply

chain of the pellets leads to fewer green

power certificates being granted. All these

factors together mean less revenue or addi-

tional operating costs, which will have a sig-

nificant negative impact on the future result

of Max Green. Wherever possible, action will

be taken to limit this impact on the results.

Nevertheless, Max Green continues to look

actively for new profitable projects for bio-

mass power plants in Flanders and Wallonia.

However, a successful and sustainable pro-

ject requires a visionary and stable legal

framework, which has been remarkably

absent in recent years. In 2012 there have

been more changes to Flemish legislation

on renewable energy which have had a

considerable impact on the company’s re-

sults and have rendered investments in simi-

lar-sized new projects more risky.

From left to right: Philip Pouillie, Willem Vandamme

Beneficial interest AvH: 18.9% Max Green NV

(€ 1,000) 2012 2011 2010

Turnover 192,660 95,200 96,558

EBITDA 10,957 8,187 9,682




Max Green

J a a r v e r s l a g 2 0 1 2

95

From left to right: Frank Ceuppens, Christopher Maas, Reiner Maas, Dieter Schneider

Telemond Group (formerly Henschel Group) is a supplier to the crane and automotive industry. It produces

complex structures from high-grade steel, mainly for the crane industry, and containers and tippers for

small commercial vehicles.

in energy and infrastructure. Nevertheless,

Montel was able to expand its market share

and record a positive result.

The newly established Teleyard site in Stet-

tin (Poland) makes products for the maritime

industry, including heavy superstructures

which can only be transported by ship, as

well as spreaders and jibs for shuttle carri-

ers for container handling, and large welded

structures for the dredging industry. The

production facility currently employs 100

people.

The market for light utility vehicles stagnated

in 2012, in line with the automotive indus-

try as a whole. Telemond Group in Poland

produces open containers and three-sided

tippers (such as for VW) and, since the end

The market for telescopic cranes recovered

slightly, but still falls nearly 50% short of the

record year 2008. With a new drilling and

milling machine, Teleskop was able to extend

its product range to include jibs for telescopic

cranes with a lifting capacity of more than

1,000 tonnes. As a result, the turnover for

heavy-duty cranes increased substantially,

while that for other components of tele-

scopic cranes doubled. New orders also came

in for the construction of train undercarriage

parts. Teleskop has since become the leading

European player in the processing of high-

grade steel.

The market for mobile cranes, such as for

the construction of wind turbines, stagnated

as a result of sharply shrinking investments

of 2012, parts for agricultural machines. In

2012, a new tipper model and other special

versions were developed and successfully in-

troduced. The production halls were further

extended and automated to handle an an-

nual capacity of 1,000 tippers and 20,000

containers.

The investment programme was continued

and implemented in 2012. Future invest-

ments will be focused on the development

of the Stettin plant.

The improvement in the result that was

projected for 2012 was achieved. Further

growth is expected for 2013, as is an exten-

sion of the product range, with focus on

high-grade steel.

Beneficial interest AvH: 50%Telemond, Telehold, Teleskop, Henschelwww.teleskop.com.pl

(€ 1,000) 2012 2011 2010

Turnover 74,289 64,359 52,066

EBITDA 7,386 3,355 5,541

EBIT 3,573 556 2,799

Net result (group share) 3,112 -741 2,170

Net cash flow 6,925 2,058 4,912





Telemond Group

96 A n n u a l r e p o r t 2 0 1 2

Development Capital




Delen Investments l DEME l Distriplus l

Egemin l Euro Media Group l Extensa



Max Green l Mercapital l NMC l NMP

l Oriental Quarries & Mines l Rent-A-Port

l Sagar Cements l Sipef l Spanogroup

l Telemond l Trasys l Turbo’s Hoet

Groep l Van Laere

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A n n u a l r e p o r t 2 0 1 2

2012 was characterized by a cautious private equity market in Europe, prompted by the great uncertainty regarding the future of the euro and the high interest rates which would only decrease later on in the year, and also by a limited willingness of the industry to invest. Especially industrial groups with a strong balance sheet were actively seeking opportunities for mergers and acquisitions and wanted to take up market posi-tions, thus continuing the trend of recent years.

Some investment funds quickly tried to re-

alize a transaction to boost their results

before raising new capital. Given the large

demand for good portfolio companies and

the fact that many investment funds wanted

to put their available funds to work, those

companies were often sold at very steep

prices. Since financial institutions are very

selective in the transactions they are willing

to finance, a lot of the acquisitions in 2012

were still financed with equity. This situa-

tion is likely to persist in 2013 as long as the

macroeconomic context remains uncertain.

From the point of view of the end-investors

in the private equity market, ample funds

still remain available, but end-investors are

becoming more demanding. Many are un-

der pressure from regulatory initiatives (such

as Basel III and Solvency II) which give (too)

heavy weighting to stock investments, and

from a limited willingness to invest that pre-

vails in Europe compared to the emerging

countries. Furthermore, Corporate Social

Responsibility (CSR) is becoming increasingly

important among the investment criteria.

Finally, investors are showing a growing

faith in the business model of private equity,

where above-average results are achieved

by focusing on operational improvements

and growth, coupled with strong corporate

governance. Since many investment funds

need to raise capital but no longer succeed

in doing so, the number of private equity

players on the market is decreasing.

These distinctive elements of private equity

are precisely the areas in which AvH has po-

sitioned itself for several years now through

its Development Capital segment. The group

focuses on a limited number of participa-

tions and a longer-than-average investment

horizon.


AvH’s Development Capital results reflect

the underlying state of affairs in the port-

folio companies. The results for 2012

generally showed an improvement, helped

by substantial capital gains. The team’s at-

tention in 2012 again went to close interac-

tion with the management teams, such as

with respect to the realization of operational

added value, adjustment of the business

models from a long-term perspective, or

helping out in various aspects of corporate

finance such as M&A, balance sheet man-

agement and funding.

AvH invested 31.1 million euros in Develop-

ment Capital in 2012, which is substantially

more than in 2011 (23.3 million euros). This

involved exclusively follow-up investments

to support the existing activities of the par-

ticipations, strengthen the balance sheet or

facilitate transactions. New participations

were prospected and examined, without this

(€ million) 2012 2011 2010

Sofinim -1.3 -0.8 -0.5

Contribution participations Sofinim 4.5 6.3 10.6

Contribution participations GIB 2.9 3.1 3.2

Development Capital 6.1 8.6 13.3

Capital gains 22.7 -0.9 -0.3

Development Capital (including capital gains) 28.8 7.7 13.0

Development Capital

Manuchar

99

Development Capital

(via Sofinim & GIB)

ICT & Engineering

Building Materials

Retail & Distribution

Media & Printing

Investment Funds & Other

Egemin 61%

Hertel 47%

NMC31%

Trasys84%

Spanogroup73%

Distriplus50%

Groupe Flo48%

Turbo’s Hoet Groep50%

Euro Media Group22%

Manuchar30%

Corelio21%

Amsteldijk Beheer

50%

Atenor12%

Axe Investments

48%

Sofinim74%

GIB50%

eventually leading to investments. With 48.7

million euros (including capital gains and

receivables), the level of divestments was

much higher than the previous year (10.8

million euros) too.

(€ million) 2012 2011 2010

Sofinim 466.4 437.3 437.1

Unrealised capital gains Atenor 6.2 1.5 7.3

Market value Groupe Flo/Trasys 8.4 12.9 24.0

Total Development Capital 481.0 451.7 468.5

Adjusted net asset value

Groupe Flo Egemin Automation

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Euro Media Group - Cité du Cinéma

ment was substantial. Others, such as

Atenor, Egemin, Spanogroup or Turbo’s Hoet

Groep were largely able to equal the 2011

results. The poor results of certain participa-

tions, however, weighed relatively heavily

on the group’s figures. Hertel, for instance,

was again marked by restructuring costs

and non-recurring items, while the difficult

economic context of the media industry and

restructuring costs had a negative impact on

the results of Corelio.

Despite the uncertain macroeconomic con-

text, further investments were made by the

portfolio companies, albeit cautiously. The

Sofinim portfolio continues to weather the

crisis of recent years fairly well, which opens

up prospects for 2013.

Despite the examination of potential new

portfolio acquisitions, investments were lim-

ited to follow-up investments, primarily at

Hertel. In addition, Sofinim was able to real-

ize some major exits from Alural Belgium (to

the co-shareholder), AR Metallizing (through

a secondary management buyout), Idoc and

Mercapital (through liquidations). The capi-

tal gains of Development Capital amounted

on balance to 22.7 million euros. The sale

of the stake in Spano in 2013 is expected to

yield another substantial capital gain.

GIBShareholding percentage AvH: 50%AvH gives shape to its partnership with the

Frère group through GIB, which is jointly

controlled by AvH and NMP (Nationale

Portefeuillemaatschappij/National Portfolio

Company). The GIB portfolio remained un-

changed in 2012. In addition, Sofinim holds

a 50/50 stake with NPM in Distriplus.

Sofinim Shareholding percentage AvH: 74%In 2012, Sofinim’s participations made a

lower contribution to the group result.

Several companies, however, were clearly

able to improve their results. In the case

of Axe Investments, Distriplus, Euro Media

Group, Manuchar and NMC, the improve-

The current contribution of the Develop-

ment Capital segment to the group’s results

in 2012 amounted to 6.1 million euros,

compared to 8.6 million euros in 2011. In-

cluding capital gains, Development Capi-

tal contributed 28.8 million euros to the

consolidated result of AvH. The adjusted

net asset value of the Development Capital

portfolio, including unrealised capital gains

(or losses) on the listed shares of Atenor

and Groupe Flo, amounted to 481.0 million

euros at year-end 2012 (compared to 451.7

million euros at year-end 2011).

Distriplus

Euro Media Group - Roland Garros

101

Atenor Group closed the 2012 financial

year with a net result of more than 9 mil-

lion euros, which is in line with the previous

year. The sale of a third office building on

the Brussels UP site, a complex which is cur-

rently under construction, had a favourable

impact on the result for 2012. In addition,

the sale of apartments in the tower block

on the same site contributed to the results

for the first time. A sale contract was also

concluded for the Trebel project, which was

selected by the European Parliament at the

end of 2011 to accommodate its services,

subject to planning permission and an envi-

ronmental permit being obtained.

Despite the continuing economic slowdown

in Hungary and Romania, and given the

comparative advantages of the projects, it

was decided to finalize the construction of

offices in Budapest and Bucharest.

New positions were acquired in Mons and in

Ath. Both projects are primarily focused on

the residential market and are located in the

station area of secondary towns.

Notwithstanding the economic uncertain-

ties, Atenor started 2013 with a serene

mind, particularly in view of the quality and

excellent location of the projects in portfolio.

Atenor Group is a listed real estate development company specializing in large-scale urban projects –

offices, mixed and residential units – in excellent locations and using high-quality architecture and

technology. With its extensive know-how, the company designs and implements projects in Belgium and

abroad.

Beneficial interest Sofinim: 11.77%Atenor NV

www.atenor.be

(€ 1,000 - IFRS) 2012 2011

Turnover 45,943 36,456

EBITDA 8,935 13,868

Net result (group share) 9,489 11,321

Shareholders’ equity (group share) 98,605 98,107

Net financial position -131,849 -93,550

From left to right: top: Laurent Collier, Olivier Rallet, Sidney Bensbottom: Stephan Sonneville, William Lerinckx

Atenor Group

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102

their portfolio under control by winning a

number of prestigious contracts, in a sector

marked by a persistent pressure on margins.

In the autumn of 2012, SBS Belgium and the

production house Woestijnvis sparked a new

dynamic on the Flemish television scene with

the launch of TV channels Vier and Vijf. Both

companies are subsidiaries of De Vijver Media,

in which the media groups Corelio (33.33%)

and Sanoma (33.33%) provide the necessary

cross-media support.

The Dutch-speaking radio station Nostalgie

(Corelio 25%) obtained a licence last year

as national radio broadcaster, and confirms

expectations with listening figures that in-

crease year by year. The French-speaking ra-

dio station Nostalgie (Corelio 50%) has been

a household name in the southern part of

the country for several years now, and con-

solidated its position as third commercial radio

station.

Corelio, in which Mediacore (Sofinim 49.99%) holds an interest of more than 40%, again reinforced its

position in 2012 as Belgium’s largest newspaper publisher. The circulation of the newspapers De Standaard,

Het Nieuwsblad and L’Avenir averaged 450,528 copies, representing a national market share of 34.1%

(+0.5%).

De Standaard grew for the tenth year in a

row and is steadily approaching the peak of

100,000 copies sold. Het Nieuwsblad, which

reaches a daily readership of more than one

million, focused even more on regional and

sports news, and celebrated 100 years of

Sportwereld. L’Avenir gained more market

share (up to 22.5%) in a difficult French-

speaking market. With the news sites of the

newspapers, Corelio continued its digital ac-

celeration unabated and amply exceeded the

mark of one million unique visitors per day.

With the new iPad and Android versions,

Corelio confirmed its pioneering role in online

publishing. Nieuwsblad.be was accoladed as

news site of the year. The difficult economic

environment was reflected in an unsettled

and shrinking advertising market, particularly

in the job market segment. In view of this,

Jobat changed its strategy and organization

to be better prepared for the future, with a

shift of focus from print to multimedia.

At the end of 2012, in response to the chang-

ing advertising market, the free local paper

Passe-Partout was transformed into two in-

novative free local guides: Rondom in Flan-

ders and Proximag in French-speaking Bel-

gium. By pooling all the strengths within the

Corelio group, such as strong news brands,

high-quality editorial teams, and a sophis-

ticated commercial network, a unique print

and digital offering is developed for local

advertisers. Coupled with the impact of non-

recurring costs resulting from restructurings,

these challenges had a substantial impact on

the annual figures.

Coldset Printing Partners, the joint venture

between Corelio and Concentra, made fur-

ther efficiency improvements and realized

additional economies of scale in 2012. The

heat-set divisions of Erpe-Mere and Ander-

lecht, which were merged into the company

Corelio Printing in 2011, were able to keep

Beneficial interest Sofinim: 20.55%Corelio NV

www.corelio.be

(€ 1,000 - IFRS) 2012 2011

Turnover 369,709

EBITDA 34,623

Net result (group share) 10,752

Shareholders’ equity (group share) 82,014

Net financial position -73,872 From left to right: Yves Craen, Bruno de Cartier, Quentin Gemoets, Luc Missorten, Gert Ysebaert, Bart Decoster

A n n u a l r e p o r t 2 0 1 2

Corelio

103Distriplus is active in specialized retail in Belgium and the Grand Duchy of Luxembourg through the Planet

Parfum, Club, and Di chains.

With 78 stores in Belgium and the Grand

Duchy of Luxembourg, Planet Parfum is

number two in the area of selective distribu-

tion of perfumery. Despite the difficult eco-

nomic environment, the chain succeeded in

raising its turnover in 2012 to 98.4 million

euros, a 3% increase over 2011. Besides

its partnership with Plus Punten (a loyalty

programme in partnership with Delhaize

and other chain stores), Planet Parfum suc-

cessfully launched its own customer cards

at year-end 2011 to further strengthen its

relationship with both its private and profes-

sional customers.

Club sells books and stationery in 31 shops.

It has to contend with a difficult economic

and market environment with growing

competition from the Internet and e-books.

Nevertheless, despite the closure of three

stores, Club was able to stabilize its turno-

ver at 55.7 million euros. One new shop

was opened this year. In order to cater more

effectively to the needs of its customers,

the firm further developed its line of own

“Club” brands and expanded its product

range with educational toys.

The modernization of the perfume and

drugstore chain Di continued in 2012. Its

repositioning and the numerous commer-

cial initiatives allowed growth figures to be

presented month-on-month, and the mar-

ket share to keep on increasing. Starting in

2009, Di has so far renovated 50 stores. The

opening of five new shops brought the total

number of stores to 108. Turnover grew by

8% in 2012 to 92.1 million euros.

The Distriplus group also continued to work

on various projects to improve its support

services. Besides the integration of all the

logistics activities into a single platform, a

similar integration also takes place in the

areas of IT and financial management with

the implementation of SAP. With this new

platform, the supply chain will also be opti-

mized in 2013.

All these improvements helped Distriplus to

increase its operating result (EBIT) by 25% in

2012 to 5.6 million euros.

Deelnemingspercentage Sofinim: 50%Distriplus NV

www.planetparfum.be

www.club.be, www.di.be

(€ 1,000 - IFRS) 2012 2011

Turnover 246,785 237,351

EBITDA 14,856 13,045

Net result (group share) 2,661 13



From left to right: Claudine Lachman, Marc Boumal, Veerle Hoebrechs, Inge Neven, Marc Huybrechts, Philippe Crépin, Jan Vandendriessche, Maud Leschevin

Distriplus

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104 Egemin Automation supplies complete industrial automation solutions that provide added value to the

internal logistics and production processes of industrial companies. Egemin’s approach is strongly market-

driven. Its target markets are distribution and logistics, life sciences, food, oil and gas, paper and printing,

and infrastructure industries.

Egemin Automation traditionally derives a

large proportion of its turnover from new

installations. Despite the economic recession

and credit squeeze in 2012, resulting in the

postponement of new projects and longer

decision cycles, Egemin was able to a large

extent to offset the decrease in revenue from

new installations with adjustment works and

other lifecycle services for existing customers.

Another major challenge was to improve the

margins that were under pressure. A bet-

ter selection of orders by a stronger focus

on particular target industries and a tighter

control over the execution of assignments led

to a marked margin improvement, allowing

Egemin to close the year with a net profit of

2.0 million euros.

The Handling Automation division (automa-

tion of internal logistics and goods handling)

was able to consolidate its position through

a number of successful projects for key ac-

counts such as L’Oréal, Janssen Pharma-

ceutica, General Mills and Flora Holland. By

keeping track of its customers throughout

the world, Egemin is a preferred partner. The

group remained market leader in automatic

guided vehicles, despite the economic down-

turn, in the USA.

The Life Sciences division (validation, compli-

ance and automation) continued to focus on

key accounts in the pharmaceutical industry,

resulting in an increase in new orders and

turnover. Besides the domestic market in Bel-

gium, new areas such as the Netherlands and

Switzerland are being added.

The Process Automation division (process au-

tomation for the food, oil, gas and chemical

industries) again had a busy year. Its strong

presence in the ports of Antwerp, Rotterdam

and Amsterdam makes Egemin an important

partner for the construction and upgrading of

oil and gas terminals. Despite the economic

situation, the food operations remained stable

thanks to the many loyal customers (Nestlé,

ABInbev, Remia, Alken-Maes, Philip Morris,

Cargill, FrieslandCampina, etc). 2012 also wit-

nessed the first successes in the Asian market

with a number of food projects in China.

The Infra Automation division (automation of

bridges, locks, tunnels and other infrastruc-

ture) continued to perform strongly in 2012.

The renovation of the Van Cauwelaert lock in

the port of Antwerp was successfully com-

pleted, while turnover is guaranteed in the

coming years with several major projects in

progress, such as the Deurganckdok lock, and

many new investments in the pipeline.

The challenge will continue to be the increase

of the critical mass in the selected industrial

segments and markets. To this end, Egemin

will further implement its strategy with em-

phasis on the development of the internation-

al organization in terms of product offering

and market share.

From left to right: Geert Stienen, Jan Vercammen, Jo Janssens

Beneficial interest Sofinim: 60.86%Egemin NV

www.egemin.be

(€ 1,000 - BGAAP) 2012 2011

Turnover 107,521 121,620

EBITDA 4,840 4,963



Net financial position 13,571 13,856

A n n u a l r e p o r t 2 0 1 2

Egemin International

105

Today, EMG is one of the few independent Eu-

ropean service providers offering a full range

of high-tech services, ranging from the cap-

ture to the management of image and sound

signals. Euro Media Group has the largest stu-

dio park (92 studios) and the largest fleet of

mobile units (74) in Europe.

In 2012, EMG broadcasted a whole series of

major sporting events that contributed to the

group’s international image. After Roland Gar-

ros in 3D, the group deployed considerable re-

sources for the European Football Champion-

ship (Poland/Ukraine) and the Olympic Games

(London). The English subsidiary CTV dis-

played its technological prowess in the open-

ing and closing ceremonies of the Olympic

Games, which were directed by Danny Boyle

(1 billion viewers worldwide). The group also

collaborated on other important media events

such as the Jubilee of Queen Elisabeth and the

presidential elections in France, as well as the

Belgian and US elections. As far as the studios

are concerned, 2012 was marked primarily by

the sale of the studios in Boulogne, on which

a substantial capital gain was realized, and the

official opening of the Cité du Cinéma, where

Euro Media France accommodated the Stu-

dios de Paris. In partnership with EuropaCorp,

Frontline and Quinta Communications, Euro

Media France modernized its studio park in

order to compete with the biggest studios in

Hollywood. The nine studios (9,500 m²) have

already received such famous stars as Robert

de Niro, Michelle Pfeiffer, Tommy Lee Jones,

The Rolling Stones and Kevin Costner.

Some major innovations were also presented in

2012: ACS launched the 3D pocket cameras,

DVS developed the first Superloupe HF (which

was awarded the Podium d’Or at Sportel in

Monaco), while Euro Media France introduced

new technical solutions (the E-box for reality

TV) and innovative content management tools

for new media (tablets, smartphones, Inter-

net, etc). EMF thus contributed to the success

of the Canal Football App, an application al-

lowing television viewers to instantly replay

the highlights of a game. The group also made

the first two multicam recordings with cinema

cameras for live broadcasts (the Coldplay con-

cert in the Stade de France and the Swan Lake

ballet in Monaco).

2012 also ushered in some important changes

at the top of the group. In October, Thierry

Drilhon was appointed as Chief Executive Of-

ficer of Euro Media Group. His mission is to

stimulate the international development of

the brand and to speed up the transforma-

tion of the group in the direction of the new

media. He will work out a strategic plan to

guarantee long-term growth, taking into ac-

count the vigorous technological progress and

the growing convergence of the audiovisual

world and IT.

Euro Media Group (EMG), European leader in the audiovisual technical services market, has a presence

in seven countries: France, Belgium, the Netherlands, Germany, the UK, Switzerland and Italy. The group

developed its activity as a technical service provider by aiming to control all the stages of production, from

image processing to transmission.

Thierry Drilhon

Beneficial interest Sofinim: 22.2% Euro Media Group SA

www.euromediagroup.com

(€ 1,000 - IFRS) 2012 2011

Turnover 333,020 304,190

EBITDA 76,126 52,206

Net result (group share) 21,557 -2,953



Euro Media Group

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106 Groupe Flo is the French leader in the commercial restaurant business. Its strategy and development are

based on a portfolio of complementary brands of theme restaurants (Hippopotamus, Tablapizza, and

Taverne de Maître Kanter) and on the operation of well-known brasseries.

The total sales achieved through the various

brands reached 552.4 million euros in 2012,

which is 6.0% down on 2011. The consoli-

dated turnover of Groupe Flo amounted to

365.8 million euros, or a decrease by 4.3%

(-4.1% on a like-for-like basis).

The decrease in consumption that began in

the second half of 2011 persisted through-

out 2012. Consumption shifted to leisure

time, evenings and weekends. Activity in

the restaurants in the Paris area and in the

shopping centres appears to be more reces-

sion-proof than in the other establishments.

Similarly, the brasseries and Tablapizza are

able to hold their own better than the other

brands of the group. In this context, Groupe

Flo continued to focus on strengthening

the leadership position of its Hippopotamus

brand, restructuring the Bistro Romain chain,

and new openings (16 restaurants, of which

12 franchises, were opened during the year).

The EBITDA amounted to 41.8 million euros

or 11.4% of the turnover in 2012, and was

affected by the decrease in business volume.

The decrease versus the previous year was

13.2%, but was mitigated by measures to

adapt its business models. The net result of

Groupe Flo amounted to 12.5 million euros,

compared to 15.0 million euros in 2011. This

net result reflects, among other things, an

improvement in the financial result by 1.8

million euros as a result of the continuing

reduction of the group’s burden of debt. In

the second half of 2012, Groupe Flo went

ahead with the early refinancing of its bank

debt. The new financing contract allowed

the group to benefit from an improved fi-

nancial flexibility and liquidity, especially with

a view to the implementation of the plan to

strengthen the Hippopotamus brand.

Groupe Flo expects consumption in France

to shrink further in the course of 2013.

The group will therefore continue to pur-

sue a strict management according to the

consumer context, whereas the operational

teams will focus on improving the quality

of performance, both in terms of offering

and service. In all brands, the management

will mobilize the teams to support a pre-

mium commercial strategy. This policy will

be backed up and complemented by the

development of customer acquisition and

retention campaigns, steered by the CRM

investments made in the principal chains of

the group.

Dominique Giraudier

Beneficial interest GIB: 47.92% Groupe Flo SA

www.groupeflo.com

(€ 1,000 - IFRS) 2012 2011

Turnover 365,837 382,246

EBITDA 41,779 48,113




A n n u a l r e p o r t 2 0 1 2

Groupe Flo

107

Given the international distribution of its

customer base, Hertel has organized it-

self in a flexible way around the sites of its

customers. Hertel’s services are aimed at

supporting its customers throughout the

whole lifecycle of their industrial fixed as-

sets, from new construction projects to

maintenance, shutdowns, modifications and

decommissioning. Hertel operates world-

wide and has a workforce of approximately

13,000 people.

The main themes for Hertel in 2012 were

the restructuring of loss-making operations,

the meticulous implementation of the Heart

improvement programme across the entire

organization, and the consolidation of the

company’s financial structure.

The shareholders substantially reinforced

Hertel’s financial structure with capital injec-

tions totalling 125 million euros, carried out

in two stages. By this refinancing operation,

the shareholders and banks expressed their

confidence in the progress shown by the

company and in its capacity to achieve sus-

tainable profitability. Hertel’s present solid

financial basis has improved the company’s

creditworthiness; in addition, the financing

conditions have been changed, which will

help to sharply reduce the financing costs.

Although Hertel is beginning to see the posi-

tive effects of the organizational improve-

ment programme on a growing number of

fronts, certain loss-making operations have

either been reorganized or discontinued.

This process will be completed in 2013. In

2012, a great deal of attention also went to

consolidating and further strengthening the

operational organization, support processes

and reporting systems.

Turnover experienced a limited autonomous

growth in 2012 as a result of the shift in the

company’s focus from growth to margin.

2012 closed with a loss due to heavy loss-

making activities in Kazakhstan, France and

Australia and the accompanying restructur-

ing operations, the cost of closing down the

mechanical operations in the Netherlands,

and impairments on the goodwill of some

companies in Australia, Kazakhstan and

Asia. In 2012, Temati and Solutions were

sold, two companies that no longer be-

longed to Hertel’s core activities.

Despite the disappointing financial results

that were recorded in 2012, the Executive

Board of Hertel is confident that the com-

pany’s foundations are consistently becom-

ing stronger and that, in combination with

a healthy and well-filled order book, this will

lead to a recovery in profitability in 2013.

Hertel is a leading multidisciplinary technical service provider that supports its customers worldwide in

the fields of scaffolding, insulation, piping and mechanical engineering, coatings and related specialized

technical services. Hertel focuses on the Oil and Gas, Process, Power and Offshore markets and operates

throughout the world for renowned customers.

From left to right: Kees de Korver, Paul Broekhuijsen, Eiko Ris, Frank Robben

Beneficial interest Sofinim: 46.55% Hertel Holding BV

www.hertel.com

(€ 1,000 - IFRS) 2012 2011

Turnover 907,246 893,152

EBITDA 24,455 9,953

Net result (group share) -32,939 -21,787

Shareholders’ equity (group share) 161,513(2) 55,735

Net financial position(1) -102,639 -159,055

(1) Incl. € 29.8 mio subordinated loans in 2011(2) Incl. cash injection of € 75 mio by NPM Capital and Sofinim in January 2013

Hertel

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108 Manuchar is a trader, logistics service provider and distributor, primarily of chemicals and steel. Manuchar

focuses on growth markets and has branches in 39 countries in Latin America, Africa, the Commonwealth

of Independent States (CIS) and Asia. The group employs 1,500 people worldwide.

Manuchar positions itself in the value chain

between the manufacturer and the end-user

industry, and creates value in sourcing, logistics

and local distribution of a wide range of prod-

ucts, for which Manuchar can combine the lo-

gistics on the same or different markets. Its firm

local establishment represents an additional

advantage for manufacturers. Depending on

the product and market, the strategy will be

shaped in a different way, so that a growing

number of different market product concepts

are formulated from four trading platforms

(Antwerp, Hong Kong, Johannesburg and Rio

de Janeiro).

The branches in the growth markets generate

80% of their business in the distribution of

chemicals. This activity is not equally profitable

everywhere. There are increasingly recurrent

profits from the most mature branches, while

there are still start-up losses in several more

recent branches that have to be taken into ac-

count. The chemicals activity very deliberately

invests as far as possible in the supply chain

(to the front door) of the customers. This ac-

tivity is expected to flourish in the next three

years when the chemicals manufacturers come

to realize the extent of Manuchar’s network.

Manuchar is well on the way to gaining a top

three position on the chemicals distribution

market in the main growth markets.

The branches are consistently and systemati-

cally coached by the head office in Antwerp

on the importance of sustainable business

management, and Manuchar takes part in

international programmes for ‘responsible

sourcing’ with audits of third parties.

Manuchar Dubai was set up in 2012 to serve

as a hub for the emerging markets in the

Middle East. Agreements were also reached to

increase the stakes in Manuchar Dominica and

Manuchar Brazil to 83% and 100% respective-

ly. A total sum of 13 million euros was invested

in storage facilities for chemicals, and 3 million

euros in trucks.

The steel activity had a more difficult year in

2012 due to the overcapacity in the indus-

try and the impact on steel trading. In this

product, Manuchar is almost exclusively en-

gaged in back-to-back trading. Manuchar Steel

sources primarily from China, India and the CIS

countries, and focuses its sales on the growth

markets of Latin America, Africa, the Middle

East and Asia. By deliberately concentrating

more and more on products with a higher add-

ed value on niche markets, the steel operations

still made a substantial contribution in 2012.

Manuchar is also active in trading in certain

commodities. In a difficult international context,

the non-ferrous, polymer, pharmaceuticals, au-

tomotive and cement business units boasted a

record year, while trading in wood, mining and

paper was rather less successful. In 2013, Ma-

nuchar primarily wants to continue investing in

the development of its IT infrastructure and in

the further expansion of its distribution opera-

tions for chemicals in growth markets.

Beneficial interest Sofinim: 30% Manuchar NV

www.manuchar.com

(€ 1,000 - BGAAP) 2012 2011

Turnover 921,433 777,747

EBITDA 27,039 28,676




A n n u a l r e p o r t 2 0 1 2

Manuchar

109

NMC achieved a turnover growth in 2012

of more than 7%. This increase is primarily

attributable to the strategic acquisitions that

were carried out in the second half of 2011

and to the raising of sales prices to the high

level of PVC prices. If we discount the effect

of the acquisitions, sales volumes remained

stable, while the markets in France, Germany,

the Benelux countries and Central Europe ex-

perienced a growth. The poor performance

of the British, Italian and Spanish construc-

tion market, however, had a negative impact

on sales volumes. During the last quarter of

2012, NMC acquired the operations in the

area of thin wall insulation and parquet un-

derlay of Isomo as part of an asset deal. The

machines were moved to the NMC plant in

Ettringen (Germany), which specializes in this

type of applications, and became operational

in early December. It is also worth noting

that the know-how in the area of insulation,

which is incorporated in many of NMC’s solu-

tions, has made up for the poor performance

of certain other areas of activity that are suf-

fering from the uncertain economic climate.

The operating result increased in 2012 as a

result of the acquisitions and the raising of

sales prices. The costs of raw materials, trans-

port and energy remained high, and consid-

erable efforts were made to offset the wage

inflation by reducing the internal complexity,

simplifying processes, and increasing produc-

tivity. In the context of Drive3, an internal

improvement programme, the management

wants to boost the further development of

the company in order to be the best in the

industry in terms of quality, service and costs.

Given its solid balance sheet, NMC will be

able to take advantage of future strategic

acquisition opportunities that are in line with

this ambition.

In 2013, NMC will continue its SAP imple-

mentation programme with a changeover in

Belgium and Germany. The management is

also preparing the start-up of a production

site in South America, which is scheduled to

become operational during the second half

of the year. Investments are also planned in

England, where the company will move its

logistical operations after purchasing a build-

ing in the vicinity of its production plant. In

the continuing uncertain economic context,

however, the management remains cautious

when it comes to volumes and investments in

growth. NMC will keep focusing on the con-

solidation of its market positions and on com-

petitiveness. In the meantime, the company

is getting ready to respond as soon as the

economic outlook becomes more promising.

NMC is a Belgian group that specializes in the development, production and distribution of synthetic foam products

for a wide range of applications, such as interior and exterior decoration, insulation, packaging, and customized

solutions. The company, with headquarters in Eynatten, Belgium, has 1,200 employees in Europe, and a large

number of production sites and distribution centres that are strategically spread across Europe.

From left to right: Jurgen Veithen, Hubert Bosten, Jean-Pierre Mayeres

Beneficial interest Sofinim: 30.6% NMC NV

www.nmc.be

(€ 1,000 - IFRS) 2012 2011

Turnover 195,712 182,608

EBITDA 24,561 19,880




NMC

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110 Spanogroup is active in the field of wood processing through five business units: Spano (construction panels and chipboards),

Dekaply (decorative wooden panels), Spanolux MDF (medium density fibreboard), Balterio (laminated floors) and A&S Energie

(renewable energy). Spanogroup holds a 50% stake in the last three business units. Spanogroup occupies an important mar-

ket position in Europe in the area of flame retardant and waterproof construction panels, chipboards and (lightweight) MDF.

2012 was essentially marked by a number of

acquisitions. The acquisition of B&M (coated

panels) had a positive impact on sales of MDF

and waterproof chipboard. With the acquisi-

tion of Dynea Belgium, the group was able to

secure its glue supply and to limit market price

fluctuations for glue, in addition to a further

integrated development of special glues. This

acquisition is part of the strategy of integrating

as much as possible the biggest cost factors

(electricity through A&S, wood through Spa-

nin and glue through Dynea). Furthermore,

the downstream integration process was

continued with B&M and the new Spanotech

activity, which caters to the growing need for

energy-saving and passive construction with

building elements for wooden houses.

In 2012, the situation on the construction and

renovation market had an adverse impact on

sales of Spanogroup’s products, with price

erosion on all products and European over-

capacity in chipboard, melamine and MDF. In

the MDF business unit, the growth in turnover

(3%) is due primarily to an improvement of

the product mix and the introduction of inno-

vative products such as black decorative MDF,

products for roofs (waterproof MDF) and new

fire retardant products. The Spano business

unit experienced a decrease in turnover (5%),

primarily as a result of the slowing Dutch mar-

ket and the concomitant shift to less special-

ties and more standard products. The grow-

ing competition from OSB (Oriented Strand

Board) from Eastern Europe has cost Spano

turnover in the segment of construction

panels. In Germany and France, there was still

growth for chipboard in 2012. The segment

of melamine-coated panels (Dekaply) also suf-

fered from the adverse market conditions in

the Netherlands, as reflected in a 7% decrease

in volume. There was growth for melamine-

coated panels in Germany, more particularly

in the DIY market. Spanotech achieved excel-

lent growth, with a doubling of turnover.

The raw materials market remains difficult,

with demand for fresh wood for MDF and

chipboard in particular far outstripping sup-

ply. Subsidies for renewable energy make it

more profitable to burn wood for power gen-

eration than to make products from it. On the

recycling market, the announcement that the

power station in Ruien is to be shut down has

diminished demand, resulting in an easing of

the market.

2013 promises to be a difficult year, with a

production overcapacity in Europe for most

products. In addition, the outlook for the con-

struction industry in Belgium and the Neth-

erlands is not particularly good. Innovation,

better service and quality will be even more

important in 2013. Spanogroup should be

able to improve its market position with new

products that emphasize added value, sus-

tainability and ecology.

From left to right: Irvin Coussens, Jan Ide, Jan Goeminne, Chantal Mestdagh, Tony Himpe

Beneficial interest Sofinim: 72.92% Spano Invest NV

www.spanogroup.be

(€ 1,000 - BGAAP) 2012 2011

Turnover 263,898 237,519

EBITDA 29,211 33,793




A n n u a l r e p o r t 2 0 1 2

Spanogroup

111

The company employs more than 600 pro-

fessionals in Belgium, Luxembourg, the

United Kingdom, France, Greece and Spain.

Commercially, Trasys renewed a consider-

able number of contracts and also acquired

new customers in 2012. The group works

for European institutions (in particular for

the European Chemicals Agency, the Euro-

pean Medicines Agency, and the Taxation

and Customs Union Directorate-General),

federal and regional authorities, industry,

and the financial services sector. The Wal-

loon water company SWDE has awarded a

contract of 6.5 million euros for the develop-

ment and maintenance of a new IT system

to manage its production sites.

Trasys realized a 9% growth in turnover,

thanks in particular to the ESP-DESIS II

framework agreement with the European

Commission for “External service provision

for development, studies and support for

information systems”. Despite the continu-

ing pressure on margins in the IT market,

Trasys was able to increase its operating re-

sult (EBIT) by 42% to 4.3 million euros, partly

by an efficient control of capacity and costs.

Trasys focuses on the further development of

strategic partnerships and of distinctive and

replicable solutions in key fields. Its strategy

aims at fixed income from major long-term

framework agreements with limited margins

in a highly competitive market, on the one

hand, and at large projects with high added

value in its key sectors on the other.

Trasys is active in the IT sector, with a wide range of services (consulting, SAP services, customized soft-

ware development, systems integration and the operation of IT infrastructures), for both the Belgian and

European public sectors and the private sector, in particular for electricity and utility companies, financial

services and the manufacturing industry.

From left to right: Thomas Ducamp, Benoît Görtz, Jan Jannes, Didier Debackere, Bernard Geubelle, Evangelos Evangelides, Chris De Hous

Beneficial interest GIB: 83.88% Trasys NV

www.trasys.be

(€ 1,000 - IFRS) 2012 2011

Turnover 69,283 63,588

EBITDA 5,102 3,944

Net result (group share) 1,908 977



Trasys

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112 Turbo’s Hoet Groep (THG), with headquarters in Hooglede (Roeselare), is active in sales, maintenance and

leasing of trucks. The company also distributes and overhauls parts for trucks and cars. The group has its

own sites in Belgium, France, the Netherlands, Russia, Belarus, Bulgaria, Romania and Poland.

Turbo’s Hoet Groep (THG) realizes its turno-

ver in three divisions:

• Turbotrucks (dealerships, sales and main-

tenance of trucks & trailers) has 25 sites in

Belgium, France, Russia, Belarus and Bul-

garia, and, with 3,750 new vehicles sold

(+20%), was again the biggest DAF deal-

er worldwide in 2012. Turbotrucks is also

a dealer for IVECO, Nissan and Mitsubishi.

• Turbolease (long and short-term rental

of trucks & trailers) is the largest inde-

pendent leasing company for trucks in

Belgium with a fleet of more than 2,750

units.

• Turboparts is one of the key players for

truck and car parts in Belgium and France,

and one of the largest independent play-

ers in the European turbo aftermarket.

Despite the slowdown in new truck regis-

trations in Europe in 2012 (around 10%),

Turbotrucks sold around 20% more new

trucks than in 2011. This increase is almost

entirely due to the Russian operations, the

Belorussian operations that were started up

during the year, and a new garage in Reims

(France).

Turboparts was thoroughly reorganized in

2012 with the ambition of becoming one of

the top European players in the distribution

of truck and car parts for the aftermarket.

However, the reorganization costs depressed

the group results in 2012. With more than

60,000 turbochargers sold for the aftermar-

ket, Turboparts is already one of the key Eu-

ropean players in this segment, and usually

a market leader in the markets where it has

a presence.

The activities of Turbolease continue to be

highly profitable.

Thus the group realized a turnover of 471

million euros in 2012 (2011: 429 million

euros) and a net result of 7.8 million euros

(2011: 8.6 million euros).

The opening of a new garage and a new

parts warehouse in Moscow is scheduled

for mid-2013. THG also has a number of

other construction and alteration projects in

the pipeline. Although the macroeconomic

outlook for 2013 seems less favourable than

the previous year, THG is looking ahead to

the future with confidence.

Beneficial interest Sofinim: 50% Turbo’s Hoet Groep NV

www.turbos-hoet.com

(€ 1,000 - BGAAP) 2012 2011

Turnover 471,255 428,628

EBITDA 19,487 20,537




From left to right: Fritz Maes, Piet Wauters, Peter Tytgadt, Bart Dobbels

A n n u a l r e p o r t 2 0 1 2

Turbo’s Hoet Groep

113

Amsteldijk Beheer

is a real estate company that makes land

available to two former subsidiaries. In addi-

tion, it also owns a limited number of plots

in Uithoorn (the Netherlands). Amsteldijk

Beheer concerns itself with monitoring a

number of long-term permit obligations

and is steadily selling off surplus real estate.

Where the result for 2011 was still distorted

by the sale of a plot of land at a profit, the

result for 2012 essentially shows the recur-

ring profit. At year-end 2012, Amsteldijk

was also involved in a number of transac-

tions as a holding company. Expectations

are that the recurring result will be better in

2013.

Axe Investments

continued in 2012 to focus on the

management of its shareholdings in Xylos

and Egemin and on its real estate interests

in the Ahlers building. Axe Investments also

invested in REstore, a young company which

helps to optimize supply and demand in the

energy market by intervening on the de-

mand side, also called “Demand Response

Aggregation”.

Xylos is an ICT company active in system

integration and management, productiv-

ity-enhancing business solutions for the

knowledge worker, and training courses.

The company performed well in 2012 in its

traditional areas of activity as well as in the

recently launched e-learning activity where

Xylos – as a well-established name in ICT

and training courses – offers a range of

high-quality services.

The rental income from the Ahlers building

and the positive value adjustments of the

shareholding in the KBC group made a posi-

tive contribution to the annual result of Axe

Investments. Consequently, 2012 closed

with a profit.

MercapitalAt year-end 2012, the SPEF II fund (Sofinim

1.25%, launched in 2000) was formally

brought to an end after most of the remain-

ing portfolio companies were sold off during

the year. A positive result was recorded on

the sale of Gasmedi (manufacturer of gases

for medical applications) and Lan (producer

of Rioja wines). Thanks in particular to the

substantial capital gain that was realized on

the sale of CESA (wind farms in Southern

Spain), a limited yet positive result was real-

ized for the investors over the overall invest-

ments made by SPEF II.

The sale of the remaining assets (stakes in

the companies Nuter (animal feed) and Jofel

(hygiene supplies) and receivables placed

in escrow or for which a payment in instal-

ments was arranged) was, as provided for

under the articles of association, entrusted

to Blueleaf Ltd, the General Partner of the

fund. As a result, Sofinim will have a receiv-

able from Blueleaf.

Beneficial interest Sofinim: 48.34%Axe Investments NV

www.axe-investments.com

(€ 1,000 - BGAAP) 2012 2011

Turnover 734 723

EBITDA 249 217

Net result (group share) 870 -543


Net financial position 5,185 5,161

Beneficial interest Sofinim: 50% Amsteldijk Beheer BV

(€ 1,000 - DGAAP) 2012 2011

EBITDA 49 136

Net result (group share) 31 409


Net financial position -18,599 2,028

Amsteldijk Beheer, Axe Investments, Mercapital

114

Financial statements2012

A n n u a l r e p o r t 2 0 1 2

115

A n n u a l r e p o r t 2 0 1 2

Consolidated annual accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

Income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

Statement of comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 117

Balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

Cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120

Statement of changes in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 121

Notes to the financial statements

1. Valuation rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122

2. Subsidiaries and jointly controlled subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128

3. Associated participating interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

4. Business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 133

5. Segment information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 134

6. Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144

7. Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144

8. Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145

9. Investment property at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146

10. Participations accounted for using the equity method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147

11. Financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148

12. Banks - receivables from credit institutions and clients . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154

13. Inventories and construction contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

14. Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 155

15. Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156

16. Financial debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156

17. Banks - debts to credit institutions, clients & securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157

18. Financial instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 158

19. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 160

20. Share based payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 161

21. Rights and commitments not reflected in the balance sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162

22. Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162

23. Pension liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 162

24. Discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163

25. Related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163

26. Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165

27. Proposed and distributed dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 165

Statutory auditor’s report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 166

Statutory annual accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 168

Comments on the statutory annual accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 172

The consolidated financial statements are prepared in accordance with the International Financial Reporting Standards and IFRIC interpretations effective on 31 December 2012, as approved by the European Commission.

Contents

116

Income statement (by nature)(€ 1,000) Note 2012 2011 2010

Revenue 432,498 389,196 338,703

Rendering of services 37,756 29,159 22,298

Lease revenue 10,021 9,392 10,334

Real estate revenue 40,393 40,679 48,778

Interest income - banking activities 125,765 125,448 105,389

Commissions receivable - banking activities 28,671 26,901 25,546

Revenue from construction contracts 179,819 148,913 116,598

Other operating revenue 10,073 8,704 9,761

Other operating income 10,983 14,205 12,001

Interest on financial fixed assets - receivables 2,837 3,230 3,460

Dividends 8,027 10,851 8,224

Government grants 0 0 184

Other operating income 118 123 132

Operating expenses (-) -381,335 -347,814 -285,329

Raw materials and consumables used (-) -139,471 -109,127 -85,558

Changes in inventories of finished goods, raw materials & consumables (-) 1,110 -484 -609

Interest expenses Bank J.Van Breda & C° (-) -65,194 -71,642 -57,479

Employee expenses (-) 22 -84,895 -75,990 -67,382

Depreciation (-) -9,538 -9,219 -8,665

Impairment losses (-) -5,743 -12,411 -5,106

Other operating expenses (-) -78,973 -69,558 -60,611

Provisions 1,370 616 82

Profit (loss) from operating activities 62,146 55,587 65,375

Profit (loss) on assets/liabilities designated at fair value through profit and loss -4,099 -8,618 80

Development capital 11 488 440 8,712

Financial assets held for trading 18 467 -444 -15

Investment property 9 -239 -6,573 -10,768

Derivative financial instruments 18 -4,816 -2,041 2,151

Profit (loss) on disposal of assets 36,719 6,552 6,801

Realised gain (loss) on intangible and tangible assets 66 218 67

Realised gain (loss) on investment property 220 534 2,212

Realised gain (loss) on financial fixed assets 30,119 4,501 955

Realised gain (loss) on other assets 6,314 1,299 3,567

Finance income 18,747 20,426 17,791

Interest income 16,986 18,727 16,224

Other finance income 1,761 1,699 1,567

Finance costs (-) -20,279 -21,985 -20,758

Interest expenses (-) -13,298 -14,332 -12,353

Other finance costs (-) -6,981 -7,653 -8,405

Share of profit (loss) from equity accounted investments 10 134,735 136,884 135,425

Negative goodwill 4 0 35,472 0

Other non-operating income 0 183 426

Other non-operating expenses (-) -60,115 -173 -136

Profit (loss) before tax 167,854 224,328 205,005

Income taxes 19 42,491 -9,952 -12,031

Deferred taxes 54,743 1,913 17

Current taxes -12,253 -11,865 -12,048

Profit (loss) after tax from continuing operations 210,345 214,376 192,974

Profit (loss) after tax from discontinued operations 24

Profit (loss) of the period 210,345 214,376 192,974

Minority interests 42,876 36,870 32,169

Share of the group 167,469 177,506 160,804

EARNINGS PER SHARE (€)1. Basic earnings per share

1.1. from continued and discontinued operations 5.05 5.36 4.86

1.2. from continued operations 5.05 5.36 4.86

2. Diluted earnings per share

2.1. from continued and discontinued operations 5.05 5.35 4.85

2.2. from continued operations 5.05 5.35 4.85

We refer to the segment information on pages 134 - 143 for more comments on the consolidated results.

117

Statement of comprehensive income(€ 1,000) 2012 2011 2010

Profit (loss) of the period 210,345 214,376 192,974



Other comprehensive income 5,309 -11,266 3,922

Changes in revaluation reserve: financial assets available for sale 23,337 3,460 -10,621

Taxes -4,209 436 2,181

19,128 3,896 -8,440

Changes in revaluation reserve: hedging reserves -15,236 -18,277 2,115

Taxes 277 1,782 -269

-14,959 -16,496 1,846

Changes in revaluation reserve: translation differences 1,141 1,333 10,516

Total comprehensive income 215,654 203,110 196,896



The recognition at fair value of financial assets available for sale had a positive impact of 19.1 million euros (including minority interests) in

2012. It involves unrealized (i.e. only in the accounts) adjustments to the value of assets that were not sold. The positive adjustments are

primarily explained by the increase in fair value of the investment portfolio of AvH and subholdings, the bond portfolio of Bank J.Van Breda

& C°, and shares and certificates which Leasinvest Real Estate has in its portfolio.

Hedging reserves arise from fluctuations in the fair value of hedging instruments taken out by several group companies to hedge against cer-

tain risks. Several companies in which AvH has a stake (such as DEME, Leasinvest Real Estate) have hedged against a potential rise in interest

rates. Since interest rates remained very low in 2012 and even continued to decrease, the fair value of these hedges decreased accordingly.

The recognized amounts include minority interests.

The (limited) positive trend in the item ‘translation differences’ is the result of a number of currencies in which various group companies

operate becoming stronger in relation to the euro.

118

Assets(€ 1,000) Note 2012 2011 2010

I. Non-current assets 4,815,539 4,389,885 3,926,316

Intangible assets 6 12,222 6,606 3,379

Goodwill 7 142,239 142,139 141,168

Tangible assets 8 113,832 104,312 96,424

Land and buildings 79,507 69,240 64,056

Plant, machinery and equipment 17,588 18,478 18,549

Furniture and vehicles 3,996 3,872 3,494

Other tangible assets 1,829 2,839 1,129

Assets under construction and advance payments 5,477 4,200 3,141

Operating lease - as lessor (IAS 17) 5,436 5,683 6,055

Investment property 9 584,481 517,356 501,403

Participations accounted for using the equity method 10 1,112,713 1,024,351 947,575

Financial fixed assets 11 461,850 438,185 398,886

Development capital participations 351,246 331,573 326,187

Available for sale financial fixed assets 63,518 49,572 23,336

Receivables and warranties 47,086 57,040 49,364

Non-current hedging instruments 18 1,195 3,953 9,032

Amounts receivable after one year 115,810 85,521 85,306

Finance lease receivables 14 111,039 85,246 84,363

Other receivables 4,770 275 943

Deferred tax assets 19 24,187 16,228 10,247

Banks - receivables from credit institutions and clients after one year 12 2,247,010 2,051,236 1,732,895

II. Current assets 1,922,243 2,123,919 1,677,359

Inventories 13 19,451 19,206 21,944

Amounts due from customers under construction contracts 13 26,475 28,542 11,469

Investments 531,097 643,864 480,803

Available for sale financial assets 11 528,577 640,511 478,884

Financial assets held for trading 18 2,520 3,353 1,919

Current hedging instruments 18 2,309 1,812 451

Amounts receivable within one year 181,431 166,400 162,932

Trade debtors 65,134 68,176 53,954

Finance lease receivables 14 40,720 39,342 38,315

Other receivables 75,578 58,882 70,662

Current tax receivables 19 1,578 1,599 2,043

Banks - receivables from credit institutions and clients within one year 12 978,934 951,482 806,699

Cash and cash equivalents 158,213 284,896 168,562

Time deposits for less than three months 100,905 97,539 107,281

Cash 57,308 187,357 61,282

Deferred charges and accrued income 22,754 26,118 22,457

III. Assets held for sale 9 21,701 2,859 0

TOTAL ASSETS 6,759,483 6,516,663 5,603,675

119

Equity and liabilities(€ 1,000) Note 2012 2011 2010

I. Total equity 2,512,473 2,364,994 2,153,375

Equity - group share 2,007,154 1,882,631 1,711,350

Issued capital 113,907 113,907 113,907

Share capital 2,295 2,295 2,295

Share premium 111,612 111,612 111,612

Consolidated reserves 1,903,256 1,788,930 1,614,061

Revaluation reserves 6,646 -2,832 1,697

Financial assets available for sale 31,235 16,112 12,063

Hedging reserves -27,600 -20,875 -11,138

Translation differences 3,011 1,930 772

Treasury shares (-) -16,655 -17,375 -18,315


II. Non-current liabilities 1,104,634 948,220 635,099

Provisions 15 4,437 4,521 5,481

Pension liabilities 23 3,053 3,806 2,157

Deferred tax liabilities 19 10,332 51,812 11,681

Financial debts 16 367,019 310,896 265,913

Bank loans 284,794 224,741 171,626

Subordinated loans 81,985 84,903 89,543

Finance leases 34 57 54

Other financial debts 207 1,194 4,690


Other amounts payable after one year 6,360 8,807 5,697

Banks - non-current debts to credit institutions, clients & securities 17 675,650 539,029 319,937

III. Current liabilities 3,142,377 3,203,448 2,815,200

Provisions 15 114 27 0

Pension liabilities 23 180 131 114

Financial debts 16 276,570 218,881 233,615

Bank loans 131,958 65,927 40,613


Finance leases 24 22 15

Other financial debts 139,829 144,509 175,382

Current hedging instruments 18 6,493 3,214 1,414

Amounts due to customers under construction contracts 13 3,854 12,234 6,042

Other amounts payable within one year 80,081 84,890 73,022

Trade payables 48,995 54,317 38,872

Advances received on construction contracts 2,130 2,429 2,544

Amounts payable regarding remuneration and social security 16,466 14,912 15,418

Other amounts payable 12,490 13,232 16,188

Current tax payables 19 9,588 8,497 10,349

Banks - current debts to credit institutions, clients & securities 17 2,721,168 2,830,165 2,449,994

Accrued charges and deferred income 44,328 45,411 40,650

IV. Liabilities held for sale 0 0 0

TOTAL EQUITY AND LIABILITIES 6,759,483 6,516,663 5,603,675

120

Cash flow statement (indirect method)(€ 1,000) 2012 2011 2010

I. Cash and cash equivalents, opening balance 284,896 168,562 189,364

Profit (loss) from operating activities 62,146 55,587 65,375

Dividends from participations accounted for using the equity method 41,695 41,445 31,030

Other non-operating income (expenses) -60,115 35,485 372

Income taxes 42,491 -9,952 -12,031

Non-cash adjustments

Depreciation 9,538 9,219 8,665

Impairment losses 6,009 13,253 5,181

Share based payment 97 1,202 1,258

(Decrease) increase of provisions -1,687 -1,634 301

(Decrease) increase of deferred taxes -54,743 -1,913 -17

Other non-cash expenses (income) -24 -35,764 -491

Cash flow 45,407 106,927 99,644

Decrease (increase) of working capital -230,007 114,110 -192,168

Decrease (increase) of inventories and construction contracts -7,022 -9,142 11,280

Decrease (increase) of amounts receivable -21,345 -4,230 -15,799

Decrease (increase) of receivables from credit institutions and clients (banks) -224,207 -170,615 -303,601

Increase (decrease) of liabilities (other than financial debts) -6,844 1,178 -16,042

Increase (decrease) of debts to credit institutions, clients & securities (banks) 27,843 293,815 126,859

Decrease (increase) other 1,568 3,104 5,136

CASH FLOW FROM OPERATING ACTIVITIES -184,600 221,037 -92,524

Investments -768,440 -886,187 -619,946

Acquisition of intangible and tangible assets -23,759 -15,074 -8,759

Acquisition of investment property -107,761 -29,877 -4,808

Acquisition of financial fixed assets -49,357 -107,985 -42,690

New amounts receivable -136 -13,648 -2,056

Acquisition of investments -587,428 -719,604 -561,633

Divestments 782,229 815,824 755,060

Disposal of intangible and tangible assets 1,214 661 268

Disposal of investment property 4,119 7,700 77,400

Disposal of financial fixed assets 55,958 31,937 21,960

Reimbursements of amounts receivable 5,243 4,871 9,767

Disposal of investments 715,695 770,656 645,666

CASH FLOW FROM INVESTING ACTIVITIES 13,789 -70,363 135,114

Financial operations

Interest received 23,700 23,460 21,946

Interest paid -13,031 -13,560 -11,778

Other financial income (costs) -5,686 -5,625 -7,396

Decrease (increase) of treasury shares 403 -1,067 -2,337

(Decrease) increase of financial debts 111,371 29,365 -468

Distribution of profits -54,349 -51,330 -47,700

Dividends paid to minority interests -19,164 -19,756 -16,017

CASH FLOW FROM FINANCIAL ACTIVITIES 43,245 -38,513 -63,750

II. Net increase (decrease) in cash and cash equivalents -127,566 112,161 -21,160

Change in consolidation scope or method 998 4,070 570

Impact of exchange rate changes on cash and cash equivalents -114 103 -212

III. Cash and cash equivalents - ending balance 158,213 284,896 168,562

A detailed cash flow statement per segment is presented on page 138 of this report.

121

Statement of changes in equityRevaluation reserves

(€ 1,000)

Issu

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are

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tere

sts

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ity

Opening balance, 1 January 2011 113,907 1,614,061 12,063 -11,138 772 -18,315 1,711,350 442,026 2,153,375

Profit 177,506 177,506 36,870 214,376

Non-realised results 4,050 -9,737 1,159 -4,528 -6,738 -11,266Total of realised and unrealised results 0 177,506 4,050 -9,737 1,159 0 172,978 30,132 203,110

Distribution of dividends of the previous financial year -51,330 -51,330 -19,756 -71,086

Operations with treasury shares 940 940 940Other (a.o. changes in consol. scope / beneficial interest %) 48,693 48,693 29,961 78,655

Ending balance, 31 December 2011 113,907 1,788,930 16,112 -20,875 1,930 -17,375 1,882,631 482,364 2,364,994

Revaluation reserves

(€ 1,000)

Issu

ed c

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Cons

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res

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ity

Opening balance, 1 January 2012 113,907 1,788,930 16,112 -20,875 1,930 -17,375 1,882,631 482,364 2,364,994

Profit 167,469 167,469 42,876 210,345

Non-realised results 15,122 -6,725 1,076 9,472 -4,163 5,309Total of realised and unrealised results 0 167,469 15,122 -6,725 1,076 0 176,941 38,713 215,654

Distribution of dividends of the previous financial year -54,349 -54,349 -18,384 -72,733

Operations with treasury shares 720 720 720Other (a.o. changes in consol. scope / beneficial interest %) 1,206 5 1,211 2,626 3,837

Ending balance, 31 December 2012 113,907 1,903,256 31,235 -27,600 3,011 -16,655 2,007,154 505,318 2,512,473

General data regarding the capital

Issued capitalThe 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. Please refer to page 174 for more details regarding AvH’s authorised capital.

Capital managementAvH 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 2012, commercial paper was issued for only 38.8 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.

2012 2011

Treasury shares - opening balance 369,000 393,000

Acquisition of treasury shares 64,000

Disposal of treasury shares -13,500 -88,000

Treasury shares - ending balance 355,500 369,000

Capital 2012 2011

Number of shares 33,496,904 33,496,904

During the course of 2012, AvH sold a total of 13,500 treasury shares following the exercise of an equal number of stock options on shares. At the year-end 2012 Ackermans & van Haaren, (and subholdings), owned 355,500 treasury shares, which is more or less identical to the number of outstanding stock options (1.1% of the issued shares).

The other changes concern items that from a mere technical IFRS consolidation point of view have to be directly accounted for in equity. This did not significantly influence the equity in 2012, unlike the previous year. The major components of this in 2011 were:•The additional negative goodwill recognised by Bank J.Van Breda & C° with the increase of its participation percentage in ABK in the second half-year of 2011: K€ 89,031 (group share K€

70,112).•The goodwill recognised by Sipef with the increase of its controlling interest in Jabelmalux: KUSD -13,689 (group share K€ -2,610).•The obligation to take over in the future a minority interest in JM Finn & Co by Delen Investments: K€ -20,483 (group share K€ -16,129).

122

Note 1: IFRS valuation rules

Statement of complianceThe consolidated annual accounts are prepared in accordance with

the International Financial Reporting Standards and IFRIC interpreta-

tions effective on 31 December 2012, as approved by the European

Commission.

Of the new standards (or amended existing standards) effective as

per 1 January 2013, it is the amended IAS 19 ‘Employee Benefits’ in

particular that applies to the Ackermans & van Haaren group. The

group is currently assessing the impact of this amended standard.

The new standards (or amendments) that come into effect after the

2013 financial year, subject to ratification by the European Union,

concern:

• IFRS 9 Financial Instruments - classification and measurement of

financial assets and liabilities; replaces IAS 39

• Amendment to IAS 1 - presentation of the statement of compre-

hensive income

• IFRS 10-11-12 - Consolidated financial statements - determination

of control - joint ventures, joint arrangements and disclosures

• IAS 28 (2011) Investments in associates & joint ventures

• IFRS 13 Fair value measurement - determination of fair value and

disclosures

The impact of these standards has not been determined yet.

Basis of presentationThe consolidated annual accounts have been prepared on a histori-

cal cost basis, except for financial instruments and certain assets

which are measured at fair value.

Principles of consolidationThe consolidated annual accounts contain the financial details of

the parent AvH NV, its subsidiaries and jointly controlled companies,

as well as the share of the group in the results of the associated

companies.

1. SubsidiariesSubsidiaries 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 activi-

ties. 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 intra-

group 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 interestsJointly controlled subsidiaries

Companies which are controlled jointly (defined as those entities

in which the group has joint control, among others via the share-

holders’ percentage or via contractual agreement with one or more

of the other shareholders) are included on the basis of the equity

method as from the date of acquisition until the end of the joint

control.

Associated participating interests

Associated participating interests in which the group has a significant

influence, more specifically companies in which AvH has the pow-

er to participate (without control) in the financial and operational

management decisions, are included in accordance with the equity

method, as from the date of acquisition until the end of the signifi-

cant influence.

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. Unreal-

ised intragroup profits and losses on transactions are eliminated to

the extent of the interest in the company.

3. Development capital participationsDevelopment capital participations held via GIB

The development capital participations that are held via GIB (cur-

rently Groupe Flo and Trasys Group) are accounted for in the con-

solidated accounts of AvH using the equity method. The portfolio

of GIB is actually jointly controlled by AvH and Nationale Portefeuille

Maatschappij (NPM - national portfolio company), which each have

an equal share of 50% ownership in GIB and which both have equal

representation on GIB’s Board of Directors as well as on the respec-

tive Boards of Directors of the participations of GIB. This joint invest-

ment of AvH and NPM in development capital has its origins in the

GIB Public Offering, which they jointly undertook in 2002.

The participation in Groupe Flo, which is economically the larg-

est part of the GIB portfolio, is also structured via a participation

in Financière Flo (66% GIB share, thus AvH share 33%), for which

agreements were reached with the 34% shareholder concerning the

management of Groupe Flo and mutual rights and obligations.

Development capital participations of Sofinim

Long before AvH developed a joint initiative on development capital

via GIB in partnership with NPM (see above), AvH was already active

in this field via its subsidiary Sofinim. The origin of this activity goes

back to the 1994 acquisition of control over the Nationale Invest-

eringsmaatschappij (NIM - national investment company). AvH cur-

rently owns 74% of Sofinim’s capital. NPM Capital, an Amsterdam-

based investment company belonging to SHV, one of the largest

Dutch family groups, owns the other 26%.

Management of Sofinim’s development capital portfolio is per-

123

formed by its own bodies, and is therefore independent of the GIB

portfolio management which is jointly executed by AvH and NPM.

In accordance with IAS 31:1 and IAS 28:1, the investments of ‘ven-

ture capitalist’ Sofinim are measured at fair value in compliance with

IAS 39. These are recognised in the balance sheet as development

capital investments for which fluctuations in fair value are recognised

in the result for the period in which the change occurs. This concerns

not only jointly controlled subsidiaries and associated participating

interests, but also a limited number of subsidiaries that have no ma-

terial effect on the segment or on the balance sheet total.

Valuation techniques

Financial assets measured at fair value through profit or loss are eq-

uity instruments that belong to the investment portfolio of Sofinim,

including the jointly controlled subsidiaries, the associated participat-

ing interests and a limited number of subsidiaries.

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. When Sofinim is involved in relevant market transactions,

small transactions resulting from the exercise of stock options excluded,

the value of the participation is adjusted up or down according to the

market price used in the relevant transaction. The generally applicable

principles concerning any impairment also apply. For listed equity instru-

ments, 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 method 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 commits to the sale.

Intangible fixed assetsIntangible 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.

The valuation rules applied when accounting for acquisitions of resi-

dential care centres were refined in 2012:

• Authorizations and operating licenses that have been acquired are

initially recognised in the consolidation at their value in use or fair

value at the time of acquisition.

• Executable building permits that have been acquired are initially

recognised in the consolidation at their value in use or fair value at

the time of acquisition. This only takes into account the potential

net capacity expansion.

• These authorization and advanced licences and permits are rec-

ognised under intangible assets and amortised over a period of

33 years. If a long lease is concluded, the amortization period is

the same as the term of the long lease. Amortisation starts when

the building is provisionally completed and operated. Operating

licences are not amortized since in principle they are of unlimited

duration.

• In accordance with IAS 36, intangible fixed assets with an indefi-

nite useful life are subject to an annual impairment test by com-

paring their carrying amount with their recoverable amount. The

recoverable amount is the higher of the fair value less cost to sell

and the value in use.

GoodwillGoodwill is the positive difference between the cost of the busi-

ness 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 participat-

ing 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 assetsTangible fixed assets are carried at cost or production cost less ac-

cumulated 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 recognized

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 system-

atic and rational basis.

Impairment of fixed assetsOn each closing date, the group verifies whether there are indica-

tions 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

124

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 ac-

count when they are no longer valid.

Leasing and related rights - investment property1. The group’s company is lesseeFinance lease (group’s company carries all substantial risks and re-

wards of ownership)

At the start of the lease period, the assets and liabilities are recog-

nized 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 calcula-

tion 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 les-

sor) The lease payments are recognized 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 lessorFinance 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 recognized 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.

Operating lease

The operating leases concern leases which do not qualify as a

finance lease. 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 mar-

ket 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 developmentThese investments cover buildings which are ready to be leased (op-

erative real estate investments) as well as buildings under construc-

tion or being developed for future use as operative real estate invest-

ments (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 instruments1. Available-for-sale financial assetsAvailable-for-sale shares and securities are measured at fair value.

Changes in fair value are reported in equity until the sale or impair-

ment 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 rec-

ognized directly in equity and there is objective evidence that the

asset is impaired, the cumulative losses that had been recognized

directly in equity are recorded in the profit and loss account.

2. Financial assets designated at fair value through profit and lossChanges in fair value of ‘financial assets designated at fair value

through profit or loss’, in particular ‘development capital participat-

ing interests’ of Sofinim, are recorded in the profit and loss account.

3. Derivative financial instrumentsThe operational subsidiaries belonging to the AvH-group are each

responsible for their risk management, such as exchange risk, inter-

est risk, credit risk, commodity risk, etc. The risks vary according to

the particular business where the subsidiaries are active and there-

fore they are not managed centrally at group level. The respective

executive committees report to their board of directors or audit com-

mittee regarding their hedging policy.

At the level of AvH 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 com-

plies 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.

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.

125

4. Interest-bearing debts and receivablesFinancial debts and receivables are valued at amortised cost using

the effective interest method.

5. Trade receivables and other receivablesTrade receivables and other receivables are valued at nominal value,

less any impairments for uncollectible receivables.

6. Cash and cash equivalentsCash and cash equivalents consist of cash and short-term invest-

ments and are recorded on the balance sheet at nominal value.

Inventories / construction contractsInventories are valued at cost (purchase or production cost) ac-

cording to the FIFO method (first in, first out) or at net realis-

able 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 recognized in accord-

ance with progress of the works. Expected losses are immediately

recognized as an expense.

Capital and reservesCosts 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 af-

fect the result; profits and losses with regard to treasury shares are

recorded directly in equity.

Translation differencesStatutory 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 mone-

tary 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 con-

solidated subsidiary are converted at closing rate, while the income

statement is converted at the average rate of the period, which re-

sults in translation differences included in the consolidated equity.

ProvisionsA provision is recognized 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 out-

flow and the amount of this obligation can be determined in a

reliable manner. In the event that the difference between the nomi-

nal and discounted value is significant, a provision is recorded for

the amount of the discounted value of the estimated expenses. The

resulting increase of the provision in proportion to the time is

recorded as an interest charge.

Restructuring

Provisions for restructuring costs are only recognized 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 liabilitiesContingent assets and liabilities are mentioned in the notes if their

impact is important.

TaxesTaxes concern both current taxes on the result as deferred taxes.

Both types of taxes are recorded in the profit and loss accounts ex-

cept 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 differ-

ent amortisation percentages of tangible fixed assets, provisions for

pensions and carry-forward tax losses.

Deferred tax liabilities are recognized for all taxable temporary dif-

ferences:

• except when the deferred tax liability arises from the original

recognition of goodwill or the initial recording of assets and liabili-

ties 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 as-

sociated 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 differ-

ences 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 shall be

measured at the tax rates that are expected to apply to the period

when the asset is realised or the liability is settled, based on tax rates

(and tax laws) that have been enacted or substantively enacted by

the end of the reporting period.

126

Employee benefitsEmployee benefits consist of short-term employee benefits, postem-

ployment benefits, other long-term employee benefits, redundancy

pay and rewards in equity instruments. The post-employment bene-

fits 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 in-

surance 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 Benefit Plans

The defined benefit liability at balance sheet date is calculated on

the basis of the present value of the pension obligations, plus (mi-

nus) 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 ser-

vice costs’) are recognized 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 recognized 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 recognized in the

profit and loss account at the time when the services are rendered

during the vesting period.

Recognition of revenueThe revenue is recognized in accordance with IFRS standards taking

into account the specific activities of each sector.

Discontinued operationsThe 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 dateEvents 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 shareThe 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 reportingAvH is a diversified group which is active in the following core sectors:

1. Marine Engineering & Infrastructure 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. Private Banking with Delen Private Bank, one of the largest in-

dependent private asset managers in Belgium and asset manager

JM Finn & Co in the UK, Bank J.Van Breda & C°, a niche-bank for

entrepreneurs and liberal professions in Belgium and the insurance

group ASCO-BDM.

3. Real Estate, Leisure & Senior Care with Leasinvest Real Estate,

a listed real estate investment trust; Extensa Group, an important

land and real estate developer; Groupe Financière Duval, active in

development and operating of real estate, leisure parks and housing

for the elderly in France; and Anima Care, active in the health & care

sector.

4. Energy & Resources, Sipef, an agro-industrial group in tropical

agriculture, Sagar Cements, Oriental Quarries & Mines, Max Green

and Telemond Group.

5. Development Capital with Sofinim and GIB.

6. The headquarter activity is bundled in the 6th segment AvH &

subholdings.

The segment information in the financial statements of AvH is pub-

lished in line with IFRS 8.

127

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128

Note 2: subsidiaries and jointly controlled subsidiaries

1. Fully consolidated subsidiaries

Name of subsidiaryRegistration

nrRegistered

officeBeneficial

interest % 2012Beneficial

interest% 2011

Marine Engineering & InfrastructureAlgemene Aannemingen Van Laere 0405.073.285 Belgium 100.00% 100.00%

Anmeco 0458.438.826 Belgium 100.00% 100.00%

Groupe Thiran 0425.342.624 Belgium 100.00% 100.00%

TPH Van Laere 43.434.858.544 France 100.00% 100.00%

Vandendorpe 0417.029.625 Belgium 100.00% 100.00%

Wefima 0424.903.055 Belgium 100.00% 100.00%

RAB Invest (1) 0820.897.736 Belgium 100.00%

Alfa Park 0834.392.218 Belgium 100.00% 100.00%

Nationale Maatschappij der Pijpleidingen 0418.190.556 Belgium 75.00% 75.00%

Quinten Matsys 0424.256.125 Belgium 75.00% 75.00%

Canal-Re 2008 2214 764 Luxembourg 75.00% 75.00%

Private BankingBank J.Van Breda & C° 0404.055.577 Belgium 78.75% 78.75%

Van Breda Car Finance 0475.277.432 Belgium 78.75% 78.75%

Beherman Vehicle Supply 0473.162.535 Belgium 63.00% 63.00%

Station Zuid 0454.664.041 Belgium 78.75% 78.75%

Fracav 0449.881.545 Belgium 78.75% 78.75%

Antwerps Beroepskrediet cvba 0404.456.841 Belgium 72.26% 72.26%

Finaxis 0462.955.363 Belgium 78.75% 78.75%

Real Estate. Leisure & Senior CareExtensa Group 0425.459.618 Belgium 100.00% 100.00%

Extensa 0466.333.240 Belgium 100.00% 100.00%

Extensa Development 0446953135 Belgium 100.00% 100.00%

Extensa Istanbul 566454 / 514036 Turkey 100.00% 100.00%

Extensa Land II 0406.211.155 Belgium 100.00% 100.00%

Extensa Luxemburg 1999.2229.988 Luxembourg 100.00% 100.00%

Extensa Nederland 801.966.607 The Netherlands 100.00% 100.00%

Extensa Participations I 2004.2421.120 Luxembourg 100.00% 100.00%

Extensa Participations II 2004.2421.090 Luxembourg 100.00% 100.00%

Extensa Participations III (2) 2012.2447.996 Luxembourg 100.00%

Extensa Romania J40.24053.2007 Romania 100.00% 100.00%

Extensa Slovakia 36.281.441 Slovakia 100.00% 100.00%

Grossfeld Developments (2) 2012.2448.267 Luxembourg 100.00%

Grossfeld Immobilière 2001.2234.458 Luxembourg 100.00% 100.00%

Grossfeld Participations (2) Luxembourg 100.00%

Implant 0434.171.208 Belgium 100.00% 100.00%

Kinna II (liquidated) 0465.054.919 Belgium 100.00%

Leasinvest Development (3) 0405.767.232 Belgium 100.00%

Leasinvest Finance 0461.340.215 Belgium 100.00% 100.00%

Leasinvest Real Estate Management 0466.164.776 Belgium 100.00% 100.00%

UPO Invest 0473.705.438 Belgium 100.00% 100.00%

Vilvolease 0456.964.525 Belgium 100.00% 100.00%

Leasinvest Real Estate (4) 0436.323.915 Belgium 30.01% 30.01%

Leasinvest Services 0826.919.159 Belgium 30.01% 29.71%

Leasinvest Immo Lux 1991.8500.012 Luxembourg 30.01% 30.01%

Canal Logistics Brussels 0888.064.001 Belgium 30.01% 30.01%

RAB Invest (1) 0820.897.736 Belgium 30.01%

Anima Care 0469.969.453 Belgium 100.00% 100.00%

De Toekomst vzw 0463.792.137 Belgium 100.00% 100.00%

Gilman 0870.238.171 Belgium 100.00% 100.00%

Rusthuis Kruyenberg 0452.357.718 Belgium 100.00% 100.00%

Kruyenberg vzw 0462.433.147 Belgium 100.00% 100.00%

Le Gui 0455.218.624 Belgium 100.00% 100.00%

Résidence du Peuplier 0428.283.308 Belgium 100.00% 100.00%

Huize Philemon & Baucis 0462.432.652 Belgium 100.00% 100.00%

Huize Philemon & Baucis WZC vzw 0480.262.143 Belgium 100.00% 100.00%

Glamar 0430.378.904 Belgium 100.00% 100.00%

Odygo 0892.606.074 Belgium 100.00% 100.00%

129

Note 2: subsidiaries and jointly controlled subsidiaries (continued)

1. Fully consolidated subsidiaries (continued)

Name of subsidiary Registration nr

Registered office

Beneficial interest% 2012

Beneficial interest% 2011

Real Estate, Leisure & Senior Care (continued)Anima Care (continued)

Huize Zevenbronnen vzw 0454.247.634 Belgium 100.00% 100.00%

Zorgcentrum Lucia 0818.244.092 Belgium 66.67% 66.67%

Hof Ter Duinen vzw 0886.534.171 Belgium 100.00% 100.00%

Résidence Parc des Princes (5) 0431.555.572 Belgium 100.00%

Azur Soins et Santé (5) 0844.424.095 Belgium 100.00%

Résidence Kinkempois vzw (5) 0468.945.411 Belgium 100.00%

Energy & ResourcesLigno Power 0818.090.674 Belgium 70.00% 70.00%

AvH Resources India U74300DL2001PTC111685 India 100.00% 100.00%

Development CapitalSofinim 0434.330.168 Belgium 74.00% 74.00%

Sofinim Luxemburg 2003.2218.661 Luxembourg 74.00% 74.00%

Mabeco 0428.604.101 Belgium 74.00% 74.00%

Subholdings AvHAnfima 0426.265.213 Belgium 100.00% 100.00%

AvH Coordination Center 0429.810.463 Belgium 99.99% 99.99%

Brinvest 0431.697.411 Belgium 99.99% 99.99%

Profimolux 1992.2213.650 Luxembourg 100.00% 100.00%

(1) The RAB Invest (National Archives Bruges) shares were sold in the third quarter by Algemene Aannemingen Van Laere to Leasinvest Real Estate.(2) These companies were set up at year-end 2012 by Extensa in preparation for the development of the Luxembourg real estate project Cloche D’or.

(3) The renewed operational deployment of this company no longer warrants it being accounted for at historical equity value; therefore it is now fully consolidated.

(4) The management of Leasinvest Real Estate Comm.VA is taken care of by Leasinvest Real Estate Management, its statutory manager and a wholly owned subsidiary of Extensa Group. The board of directors of Leasinvest Real Estate Management can not, in line with article 12 of the bylaws, take a decision regarding the strategy of the real estate investment trust or the appropriation of profits, without an approval from the directors that were appointed by Extensa Group.

(5) Anima Care acquired, in the course of 2012, ‘Résidence Parc des Princes’ in Auderghem, ‘Azur Soins et Santé’ in Braine l’Alleud and ‘Résidence Kinkempois’ in Angleur.

130

Note 2: subsidiaries and jointly controlled subsidiaries (continued)

2. Jointly controlled subsidiaries accounted for using the equity method

(€ 1,000)Name of subsidiary

Registration nr

Registered office

Beneficial interest %

2012

Beneficial interest%

2011

Total assets

Total liabilities

Turnover Net result

Marine Engineering & InfrastructureDEME 0400.473.705 Belgium 50.00% 50.00% 2,725,443 1,951,704 1,914,922 89,400

Rent-A-Port 0885.565.854 Belgium 45.00% 45.00% 33,965 20,226 26,457 12,343

Rent-A-Port Energy 832.273.757 Belgium 45.61% 45.61% 4,224 1,725 0 -10Algemene Aannemingen Van LaereParkeren Roeselare 0821.582.377 Belgium 50.00% 50.00% 12,539 12,350 1,291 -107

Parkeren Asse 0836.630.641 Belgium 50.00% 50.00% 206 128 282 -33Nationale Maatschappij der PijpleidingenNapro 0437.272.139 Belgium 37.50% 37.50% 591 41 207 137

Nitraco 0450.334.376 Belgium 37.50% 37.50% 7,024 4,976 1,175 241

Private BankingAsco 0404.454.168 Belgium 50.00% 50.00% 54,758 44,586 28,609 318

BDM 0404.458.128 Belgium 50.00% 50.00% 23,923 18,510 67,374 646

Delen Investments cva (1) 0423.804.777 Belgium 78.75% 78.75% 1,654,397 1,239,884 214,836 62,617

Real Estate, Leisure & Senior CareExtensa Group

Building Green One (2) 0501.599.965 Belgium 50.00% 18,408 15,104 0 1,504

CBS-Invest 0879.569.868 Belgium 50.00% 50.00% 44,684 35,977 1,379 821

CBS Development 0831.191.317 Belgium 50.00% 50.00% 8,997 8,804 321 96

DPI (3) 0890.090.410 Belgium 50.00% 2,437 1,851 0 -96

Exparom I 343.081.70 The Netherlands 50.00% 50.00% 8,433 13,073 0 -100

CR Arcade J02.2231.18236250 Romania 50.00% 50.00% 11,087 5,362 0 -395

Exparom II 343.081.66 The Netherlands 50.00% 50.00% 4,841 4,826 0 -2

SC Axor Europe J40.9671.21765278 Romania 50.00% 50.00% 8,435 9,519 0 -491

Extensa Land I (4) 0465.058.085 Belgium 100.00% 100.00% 299 30 0 0

Grossfeld PAP 2005.2205.809 Luxembourg 50.00% 50.00% 50,666 54,392 0 -591

Les Jardins d’Oisquercq (5) 0899.580.572 Belgium 50.00% 1,720 1,213 0 -274

Immobilière Du Cerf (3) 0822.485.467 Belgium 33.33% 3,452 0 0 -148

Leasinvest Development (6) 0405.767.232 Belgium 100.00%

Metropool 2000 (liquidated) 0444.461.225 Belgium 100.00%

Project T&T 0476.392.437 Belgium 50.00% 50.00% 78,591 76,311 1,727 -141

T&T Koninklijk Pakhuis 0863.090.162 Belgium 50.00% 50.00% 95,723 59,450 5,828 1,387

T&T Openbaar Pakhuis 0863.093.924 Belgium 50.00% 50.00% 20,378 12,651 2,565 269

T&T Parking 0863.091.251 Belgium 50.00% 50.00% 7,793 4,772 509 114

T&T Tréfonds 0807.286.854 Belgium 50.00% 50.00% 3,419 2,952 5 -6

Top Development 35 899 140 Slovakia 50.00% 50.00% 13,758 5,649 862 51

Holding Groupe Duval (8) 522734144 France 50.00% 50.00% 67,801 2,735 0 -13

Financière Duval (7) 401922497 France 41.14% 39.18% 577,984 475,686 514,142 3,853

Energy & ResourcesSipef (9) (USD 1,000) 0404.491.285 Belgium 26.69% 26.69% 631,842 159,200 332,522 68,392

Telemond Consortium (10) Belgium 50.00% 50.00% 67,986 25,024 74,289 3,112Oriental Quarries & Mines (INR million) U10100DL2008PTC181650 India 50.00% 50.00% 573 68 246 -31

Max Green 0818.156.792 Belgium 18.90% 18.90% 28,869 21,269 192,660 7,274

Development CapitalFinancière Flo (8) 39.349.570.937 France 33.00% 33.00% 116,252 87,020 0 385

Groupe Flo (11) 09.349.763.375 France 23.96% 23.82% 407,922 248,365 365,837 12,495

Trasys Group 0881.214.910 Belgium 41.94% 41.94% 48,498 29,513 69,283 1,908

Subholdings AvHGIB-subgroup 0404.869.783 Belgium 50.00% 50.00% 74,098 9,588 0 -70

131

3. Main subsidiaries and jointly controlled subsidiaries not included in the consolidation scope

(€ 1,000)Name of subsidiary

Registration nr

Registered office

Beneficial interest %

2012

Reason for exclusion

Total assets

Total liabilities

Turnover Net result

Marine Engineering & InfrastructureAlgemene Aannemingen Van Laere

S.C.I. De la Vallee (2011) 4384665881 France 100.00% (*) 569 0 0 569


Beekbaarimo 19.992.223.718 Luxembourg 50.00% (*) 259 103 0 -10

Subholdings AvHBOS 0422.609.402 Belgium 100.00% (*) 264 2 0 -2

GNR (USD 1,000) Antilles 100.00% (*) 69 0 0 -7

(*) Investment of negligible significance.

(1) AvH holds 78.75% of the Delen Investments Comm. VA. In line with the provisions of the shareholders agreement between AvH and the Delen family each partner can appoint one statutory manager. Decisions are taken unanimously by the statutory managers of Delen Investments Comm. VA.

(2) This company contains the construction and development of the energy passive office building on the Tour & Taxis site, and was set up with the same shareholders as the other T&T companies.

(3) TThe start-up of the real estate project “Les Jardins d’Hennessy” on the territory of La Hulpe and Rixensart led to the inclusion of DPI (Extensa 50%) and its subsidiary Immobilière du Cerf (Extensa 33.33%) in the consolidation scope.

(4) No more operations take place in this company, which warrants it being accounted for at historical equity value.

(5) This jointly controlled subsidiary (Extensa 50%) comprises the real estate project “Les Jardins d’Oisquercq” in the surroundings of Tubize.

(6) The renewed operational deployment of this company no longer warrants it being accounted for at historical equity value; therefore it is now fully consolidated.

(7) The shareholding of AvH in Groupe Financière Duval was increased by 1.96% in the first half of 2012. Through a joint structure (50/50), AvH and co-shareholder Eric Duval now hold a total stake of 82.28%.

(8) Key figures not consolidated

(9) The shareholders’ agreement between the Baron Bracht family and AvH results in joint control of Sipef.

(10) As of 2012, the key figures of Telemond Consortium are reported. This consortium consists of the three jointly controlled subsidiaries Telemond Holding, Telehold & Henschel Engineering.

(11) The acquisition of additional shares in 2012 led to an increase in the shareholding in Groupe Flo (+0.14%).

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.

132

Note 3: associated participating interests

1. Associated participating interests accounted for using the equity method

(€ 1,000)Name of associatedparticipating interest

Registration nr

Registered office


2012


2011

Total assets

Total liabilities

Turnover Net result


Lighthouse Parkings 0875.441.034 Belgium 33.33% 33.33% 1,555 18 103 -18

Private BankingBank J.Van Breda & C°

Finauto 0464.646.232 Belgium 39.38% 39.38% 1,055 813 901 -17Antwerpse Financiële Handelsmaatschappij 0418.759.886 Belgium 39.38% 39.38% 894 194 751 445

Financieringsmaatschappij Definco 0415.155.644 Belgium 39.38% 39.38% 406 33 227 123

Informatica J.Van Breda & C° 0427.908.174 Belgium 31.50% 31.50% 6,235 5,053 8,788 5

Promofi (1) 1998 2205 878 Luxembourg 15.00% 15.00% 62,198 267 0 6,096


FDC Focsani 201 28 317 The Netherlands 20.00% 20.00% 9,087 658 0 11

FDC Deva 341 41 084 The Netherlands 20.00% 20.00% 9,464 238 0 -50

Bel Rom Sapte J40.9153.27052008 Romania 20.00% 20.00% 49,312 42,999 4,529 -2,809

Bel Rom Patru J40.9114.26052008 Romania 20.00% 20.00% 38,108 36,155 0 -2,217

Bel Rom Fifteen J32.2027.22941925 Romania 20.00% 20.00% 1,647 2,282 0 -193

Energy & ResourcesSagar Cements (INR million) (2) L26942AP1981PLC002887 India 15.68% 15.12% 6,645 3,918 5,901 154

Gulf Lime (3) 411679 Abu Dhabi 35.00%

(1) AvH’s significant influence on Promofi (85% Delen, 15% AvH) stems from the partnership between AvH and the Delen family for the joint holding and management of the participation Finaxis.

(2) The acquisition of additional shares in 2012 led to an increase in the shareholding in Sagar Cements (+0.56%). AvH’s right to a representative on the Board of Sagar Cements and a right of veto on changes to aspects including articles of association and purchasing and sales activities, explain why it is included in the consolidation scope of AvH.

(3) Gulf Lime (AvH 35%) disappeared from the consolidation scope following its disposal in the first half of 2012.

2. Associated participating interests not accounted for using the equity method

(€ 1,000)Name of associatedparticipating interest

Registration nr

Registered office


2012

Reason for exclusion

Total assets

Total liabilities

Turnover Net result


Proffund 0475.296.317 Belgium 33.33% (*) 2,983 2,054 3,536 44

Subholdings AvHNivelinvest 0430.636.943 Belgium 25.00% (*) 38,506 30,170 629 773

(*) Investment of negligible significance.

133

Note 4: business combinations and disposals(€ 1,000) Business combinations

2012 ABK2011

Others2011

2011

Non current assets 1,979 158,078 5,794 163,872

Current assets 916 397,083 1,209 398,292

Total assets 2,896 555,161 7,003 562,164

Shareholders’ equity - group share 2,144 79,596 3,652 83,248

Minority interests 0 115,488 -6 115,482

Non current liabilities 23 117,354 2,109 119,463

Current liabilities 729 242,723 1,248 243,971

Total equity & liabilities 2,896 555,161 7,003 562,164

Total assets 2,896 555,161 7,003 562,164

Total liabilities -751 -360,077 -3,357 -363,434

Minority interests 0 -115,488 6 -115,482

Net assets 2,144 79,596 3,652 83,248

Net goodwill 605 -35,471 1,139 -34,332

Acquisition price 2,749 44,125 4,791 48,916

Anima Care acquired three residential care centres (Auderghem, Braine L’Alleud and Angleur) in 2012, of which the residential care centre in Auderghem contributed for 12 months, that in Braine L’Alleud from the second quarter of 2012, and that in Angleur from the fourth quarter of 2012. The contribution to the consolidated net result for 2012 amounted to -0.02 million euros. If the companies had been consolidated with effect from 1 January 2012, the contribution to the net result would have amounted to 0.02 million euros. These 3 care centres achieve annual turnover of 3.8 million euros.

The main company acquisition in 2011 was the takeover of ABK by Bank J.Van Breda & C°. Additionally, Anima Care acquired a residential care centre in Blegny and in Landen in 2011.

134

Note 5: segment information - income statement 2012(€ 1,000) Segment 1


Segment 2Private

Banking

Segment 3Real Estate, Leisure &

Senior Care

Segment 4Energy & Resources

Segment 5Development

Capital

Segment 6AvH &

subholdingsEliminations

between segments

Total 2012

Revenue 184,400 164,485 82,088 178 12 4,635 -3,300 432,498

Rendering of services 15,929 20,522 178 4,288 -3,161 37,756

Lease revenue 8,338 1,683 10,021

Real estate revenue 244 40,148 40,393

Interest income - banking activities 125,765 125,765

Commissions receivable - banking activities 28,671 28,671


Other operating revenue 2,646 1,711 5,496 12 348 -139 10,073

Other operating income 174 178 1,187 0 7,803 2,973 -1,333 10,983

Interest on financial fixed assets - receivables 174 71 2,148 694 -250 2,837

Dividends 178 1,116 5,614 1,119 8,027

Government grants 0

Other operating income 41 1,161 -1,083 118

Operating expenses (-) -180,769 -136,524 -53,623 -107 -4,766 -9,930 4,384 -381,335


Changes in inventories of finished goods, raw materials & consumables (-) 979 131 1,110

Interest expenses Bank J.Van Breda & C° (-) -65,194 -65,194

Employee expenses (-) -27,386 -38,758 -15,767 -2,984 -84,895

Depreciation (-) -3,868 -3,290 -1,680 -1 -699 -9,538

Impairment losses (-) -102 -4,683 -824 -135 -5,743

Other operating expenses (-) -27,343 -24,593 -18,812 -107 -4,756 -7,746 4,384 -78,973

Provisions 139 -6 -389 125 1,500 1,370

Profit (loss) from operating activities 3,805 28,139 29,652 72 3,049 -2,321 -250 62,146

Profit (loss) on assets/liabilities designated at fair value through profit and loss 0 -1,868 -2,720 0 488 0 -4,099

Development capital 488 488

Financial assets held for trading 467 467

Investment property -239 -239

Derivative financial instruments -2,335 -2,481 -4,816

Profit (loss) on disposal of assets 60 6,097 94 0 31,276 -808 36,719

Realised gain (loss) on intangible and tangible assets 60 6 -1 7 -6 66

Realised gain (loss) on investment property 220 220

Realised gain (loss) on financial fixed assets -137 30,842 -586 30,119

Realised gain (loss) on other assets 6,091 11 427 -216 6,314

Finance income 437 13,898 3,006 4 491 1,305 -394 18,747

Interest income 260 13,898 1,871 4 491 856 -394 16,986

Other finance income 177 1,135 449 1,761

Finance costs (-) -873 -3,642 -13,669 -362 -229 -2,147 644 -20,279

Interest expenses (-) -818 -3,642 -8,135 -355 -218 -775 644 -13,298

Other finance costs (-) -56 -5,534 -7 -11 -1,372 -6,981

Share of profit (loss) from equity accounted investments 49,654 63,507 1,550 17,173 2,909 -58 134,735

Negative goodwill 0 0 0 0 0 0 0

Other non-operating income 0 0 0 0 0 0 0

Other non-operating expenses (-) 0 -60,112 -3 0 0 0 -60,115

Profit (loss) before tax 53,083 46,019 17,911 16,886 37,984 -4,029 0 167,854

Income taxes -986 44,789 -784 0 -3 -527 42,491

Deferred taxes 157 55,037 31 -481 54,743

Current taxes -1,143 -10,248 -815 -3 -45 -12,253

Profit (loss) after tax from continuing operations 52,097 90,808 17,127 16,886 37,981 -4,555 0 210,345

Profit (loss) after tax from discontinued operations

Profit (loss) of the period 52,097 90,808 17,127 16,886 37,981 -4,555 0 210,345

Minority interests 349 19,357 13,538 512 9,120 0 42,876

Share of the group 51,748 71,451 3,589 16,374 28,861 -4,555 167,469

135

The increase in “Profit from operating activities” is primarily attribu-

table to the “Private Banking” segment and reflects the increased

operating profit of Bank J.Van Breda & C° (including the stake in ABK

which was recognized for a full year in 2012).

The loss on assets/liabilities designated at fair value through profit

and loss in 2012 was 4.5 million euros lower than in 2011. The

negative fluctuations in value which Bank J.Van Breda & C° and Lea-

sinvest Real Estate recorded on derivative instruments amounted to

4.8 million euros and are higher than the previous year. Nevertheless,

this is amply offset by the absence of significant value adjustments

on investment property (-0.2 million euros) which in 2011 had still

depressed the results by 6.6 million euros.

The profit on disposal of assets saw a substantial increase (+30.2 mil-

lion euros) compared to 2011. Sofinim, the development capital sub-

sidiary of AvH, sold its stakes in AR Metallizing and Alural Belgium

in 2012 at a capital gain. Furthermore, a variable portion (earn-out)

was collected on the sale (in 2010) of the stake in Engelhardt Druck.

These amounts are reported as capital gain on financial fixed assets.

The capital gains that were realized on other assets derive from the

sale by Bank J.Van Breda & C° (and its subsidiary ABK) of securities

from the portfolio.

Since many group companies of AvH are accounted for in the con-

solidated financial statements using the equity method, this item

(134.7 million euros) is a major component of the total consolidated

result of the Group in 2012 as well. It should be remembered that

this item comprises the share of AvH in the results of DEME, Rent-A-

Port, Delen Investments, Sipef, Groupe Flo, among others.

In 2011, Bank J.Van Breda & C° realized a substantial negative con-

solidation difference when it acquired a controlling interest in ABK

(35.5 million euros). This was evidently a specific, non-recurring re-

sult and is therefore not to be found in the consolidated results for

2012.

2012 saw the enactment of a law allowing members of Beroeps-

krediet to exit from that network, subject to payment of an extraor-

dinary contribution to the Treasury. ABK made use of this facility in

December 2012 against payment of a one-off contribution of 60.1

million euros. This payment is shown in the consolidated financial

statements as “Other non-operating expense”. On balance, the im-

pact of this charge on the consolidated results remains limited due to

the write-back of the deferred tax that had already been constituted

for that purpose in 2011 to the amount of 39.2 million euros, as well

as the constitution of a deferred tax asset in the financial statements

of 2012.

Marine Engineering & Infrastructure: contribution to AvH group results: 51.7 million eurosWith 44.7 million euros, DEME (AvH 50%) provided the largest contribution to this segment. DEME’s contribution was included using the equity account-ing method because DEME is a participation over which AvH exercises joint control. The full contribution of DEME is therefore grouped on the line “share of profit(loss) from equity accounted investments”. Rent-A-Port (AvH 45%) 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.

Private Banking: contribution to AvH group results: 71.5 million eurosFinaxis group (AvH 78.75%), which includes the contributions from Delen Investments and Bank J.Van Breda & C°, represents the lion’s share of this 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. The insurance group ASCO-BDM (AvH 50%) was also entered in the books using the equity accounting method.

Real Estate, Leisure & Senior Care: contribution to AvH group results: 3.6 million eurosPursuant to the shareholders’ agreement between Axa Belgium and Extensa, thereal estate investment trust Leasinvest Real Estate - LRE (AvH 30.01%) is under the exclusive control of AvH and is therefore fully included in consolida-tion. In this segment also Extensa (AvH 100%), and Anima Care (AvH 100%) are fully consolidated while Groupe Financière Duval (AvH 41.1%) is entered in the books using the equity method.

Energy & Resources: contribution to AvH group results: 16.4 million eurosSipef (26.7%), Oriental Quarries & Mines (50%), Max Green (18.9%) and the Telemond group (50%) are all jointly controlled participations, and are therefore included according to the equity accounting method. The minority interest of 15.7% in Sagar Cements is also listed in this way in AvH’s consolidated accounts.

Development Capital: contribution to AvH group results: 28.9 million eurosAvH is active in “Development Capital” via Sofinim (26% minority stake held by NPM-Capital) on the one hand, and via GIB (jointly controlled subsidiary with Nationale Portefeuille Maatschappij) on the other. GIB and the participations held via GIB (Groupe Flo and Trasys Group) were processed using the equity accounting method. Participations in Sofinim’s development capital portfolio were valued at fair value while fluctuations in fair value were entered in the results under the ‘Development capital’ item.

AvH & subholdings: contribution to AvH group results: -4.6 million eurosIn addition to operational costs, the contribution from AvH & subholdings is influenced to a large extent by possible capital gains from the sale of shares.

Further to the above please refer to the separate enclosure ‘Key figures 2012’ in which results by segment are discussed in detail.

Comments on the segment information - income statement 2012

136

Note 5: segment information - assets 2012(€ 1,000) Segment 1


Segment 2Private

Banking


Senior Care



Capital

Segment 6AvH &


between segments

Total 2012

I. Non-current assets 436,507 2,959,312 785,796 155,342 433,315 45,268 4,815,539


Goodwill 1,890 137,770 2,579 142,239

Tangible assets 27,597 31,764 42,714 11,756 113,832

Investment property 2,749 581,732 584,481

Participations accounted for using the equity method 398,727 428,688 89,470 155,342 37,987 2,499 1,112,713

Financial fixed assets 4,815 52 37,014 390,827 29,142 461,850

Development capital participations 351,246 351,246

Available for sale financial fixed assets 459 1 36,993 26,066 63,518

Receivables and warranties 4,356 51 21 39,581 3,076 47,086

Non-current hedging instruments 548 647 1,195

Amounts receivable after one year 132 85,671 25,506 4,500 115,810

Finance lease receivables 85,671 25,368 111,039

Other receivables 132 138 4,500 4,770

Deferred tax assets 573 20,703 1,040 1,870 24,187

Banks - receivables from credit institutions and clients after one year 2,247,010 2,247,010

II. Current assets 98,211 1,595,588 127,623 6,048 77,664 112,543 -95,433 1,922,243

Inventories 2,628 16,823 19,451Amounts due from customers under construction contracts 3,397 23,078 26,475

Investments 510,779 304 20,014 531,097

Available for sale financial assets 508,259 304 20,014 528,577

Financial assets held for trading 2,520 2,520

Current hedging instruments 2,309 2,309

Amounts receivable within one year 73,456 58,417 58,967 5,804 66,889 13,320 -95,422 181,431

Trade debtors 49,729 14,673 30 3,265 -2,564 65,134

Finance lease receivables 40,323 397 40,720

Other receivables 23,727 18,094 43,897 5,774 66,889 10,054 -92,858 75,578

Current tax receivables 12 209 1,116 9 232 1,578Banks - receivables from credit institutions and clients within one year 978,934 978,934

Cash and cash equivalents 18,646 24,607 26,743 243 9,446 78,528 158,213

Time deposits for less than three months 1,733 17,361 9,121 72,690 100,905

Cash 16,913 24,607 9,382 243 325 5,838 57,308

Deferred charges and accrued income 71 20,333 592 1 1,320 449 -11 22,754

III. Assets held for sale 21,701 21,701

TOTAL ASSETS 534,718 4,554,900 935,120 161,390 510,979 157,811 -95,433 6,759,483

(€ 1,000)

Segment information - pro forma turnover


Private Banking


Senior Care

Energy & Resources

Development Capital

AvH & subholdings

Eliminations between segments

Total 2012

Turnover EU member states 610,197 397,423 276,247 96,110 862,233 4,340 -3,214 2,243,335

Other European countries 39,125 325 11,874 14,644 97,325 163,294

Rest of the world 501,092 46,865 353,156 901,113

TOTAL 1,150,414 397,748 288,121 157,619 1,312,714 4,340 -3,214 3,307,741

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. 128-132. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.

137

Note 5: segment information - equity and liabilities 2012

(€ 1,000) Segment 1Marine

Engineering & Infrastructure

Segment 2Private

Banking


Senior Care



Capital

Segment 6AvH &


between segments

Total 2012

I. Total equity 459,233 1,002,532 362,501 161,339 504,402 22,465 2,512,473

Shareholders’ equity - group share 452,534 807,400 183,311 158,324 383,124 22,461 2,007,154

Issued capital 113,907 113,907

Share capital 2,295 2,295

Share premium 111,612 111,612

Consolidated reserves 464,301 797,723 187,552 161,882 383,316 -91,518 1,903,256

Revaluation reserves -11,767 9,677 -4,241 -3,558 -192 16,726 6,646

Securities available for sale 10,674 3,789 46 16,726 31,235

Hedging reserves -17,426 -2,862 -7,120 -192 -27,600

Translation differences 5,660 1,865 -910 -3,604 3,011

Treasury shares (-) -16,655 -16,655

Minority interests 6,699 195,133 179,189 3,015 121,278 4 505,318

II. Non-current liabilities 21,812 774,284 307,920 187 431 1,104,634

Provisions 203 289 3,945 4,437

Pension liabilities 405 2,468 180 3,053

Deferred tax liabilities 4,358 1,207 4,535 232 10,332

Financial debts 16,246 80,795 269,960 19 367,019

Bank loans 16,243 268,551 284,794


Finance leases 3 12 19 34

Other financial debts 207 207


Other amounts payable after one year 316 4,295 1,562 187 6,360Banks - debts to credit institutions, clients & securities 675,650 675,650

III. Current liabilities 53,673 2,778,084 264,699 51 6,389 134,915 -95,433 3,142,377

Provisions 114 114

Pension liabilities 180 180

Financial debts 3,882 4,759 228,850 130,937 -91,858 276,570

Bank loans 3,881 128,077 131,958

Subordinated loans 4,759 4,759


Other financial debts 100,766 130,920 -91,858 139,829

Current hedging instruments 6,493 6,493Amounts due to customers under construction contracts 3,854 3,854

Other amounts payable within one year 44,999 9,896 19,325 46 3,856 3,578 -1,618 80,081

Trade payables 39,734 9,138 45 221 475 -618 48,995

Advances received on construction contracts 2,058 72 2,130Amounts payable regarding remuneration and social security 2,715 8,685 2,705 1 135 2,225 16,466

Other amounts payable 492 1,211 7,410 3,500 877 -1,000 12,490

Current tax payables 590 8,317 666 10 7 9,588Banks - debts to credit institutions, clients & securities 2,721,168 2,721,168

Accrued charges and deferred income 348 27,271 15,744 5 2,524 394 -1,958 44,328

IV. Liabilities held for sale 0

TOTAL EQUITY AND LIABILITIES 534,718 4,554,900 935,120 161,390 510,979 157,811 -95,433 6,759,483

138

Note 5: segment information - cash flow statement 2012

(€ 1,000) Segment 1


Segment 2

Private Banking

Segment 3


Senior Care

Segment 4

Energy & Resources

Segment 5 & 6

AvH, subhold. & Development

Capital


Total 2012

I. Cash and cash equivalents, opening balance 33,093 157,044 20,770 302 73,686 284,896

Profit (loss) from operating activities 3,805 28,139 29,652 72 728 -250 62,146

Dividends from participations accounted for using the equity method 183 15,182 272 1,606 24,452 41,695

Other non-operating income (expenses) -60,112 -3 -60,115

Income taxes -986 44,789 -784 -529 42,491


Depreciation 3,868 3,290 1,680 701 9,538

Impairment losses 102 4,949 824 135 6,009

Share based payment 89 -1,022 346 685 97

(Decrease) increase of provisions -139 -311 389 -1,625 -1,687

(Decrease) increase of deferred taxes -157 -55,037 -31 481 -54,743

Other non-cash expenses (income) 14 134 2 -174 -24

Cash flow 6,779 -19,999 32,348 1,678 24,852 -250 45,407

Decrease (increase) of working capital -14,096 -220,318 -1,644 -5,825 5,956 5,920 -230,007

Decrease (increase) of inventories and construction contracts -6,495 -527 -7,022

Decrease (increase) of amounts receivable 1,863 -27,247 -7,356 -5,765 11,240 5,920 -21,345Decrease (increase) of receivables from credit institutions and clients (banks) -224,207 -224,207

Increase (decrease) of liabilities (other than financial debts) -9,551 1,966 5,548 33 -4,839 -6,844Increase (decrease) of debts to credit institutions, clients & securities (banks) 27,843 27,843

Decrease (increase) other 87 1,327 691 -93 -445 1,568

Cash flow from operating activities -7,318 -240,317 30,704 -4,147 30,808 5,670 -184,600

Investments -14,137 -594,420 -130,742 -235 -28,905 -768,440

Acquisition of intangible and tangible assets -4,948 -7,307 -11,399 -105 -23,759


Acquisition of financial fixed assets -82 -20,656 -235 -28,384 -49,357

New amounts receivable -32 -2 -101 -136

Acquisition of investments -587,113 -315 -587,428

Divestments 853 712,308 4,613 8,800 58,735 -3,080 782,229

Disposal of intangible and tangible assets 187 941 53 34 1,214

Disposal of investment property 4,119 4,119

Disposal of financial fixed assets 1 318 8,800 46,840 55,958

Reimbursements of amounts receivable 666 64 7,593 -3,080 5,243

Disposal of investments 711,366 60 4,269 715,695

Cash flow from investing activities -13,284 117,888 -126,129 8,565 29,830 -3,080 13,789


Interest received 260 20,879 1,871 4 1,080 -394 23,700

Interest paid -818 -3,642 -8,135 -355 -726 644 -13,031

Other financial income (costs) 121 -4,423 -7 -1,376 -5,686

Decrease (increase) of treasury shares 403 403

(Decrease) increase of financial debts -8,047 -6,452 129,362 -4,400 3,748 -2,840 111,371

Distribution of profits -54,349 -54,349

Dividends paid to minority interests -3,019 -20,793 -11,781 16,429 -19,164

Cash flow from financial activities -11,502 -10,009 106,894 -4,758 -34,790 -2,590 43,245

II. Net increase (decrease) in cash and cash equivalents -32,104 -132,438 11,470 -341 25,847 -127,566

Transfer between segments 17,658 -6,399 300 -11,559 0

Change in consolidation scope or method 998 998

Impact of exchange rate changes on cash and cash equivalents -95 -19 -114

III. Cash and cash equivalents - ending balance 18,646 24,607 26,743 243 87,975 158,213

139

Evolution of the cash position of the AvH group 2008-2012(1)

€ millions 2012 2011 2010 2009 2008

Treasury shares 18.4 18.8 17.8 15.4 12.7

Other investments

- portfolio shares 20.0 18.8 26.6 28.8 39.2

- term deposits 82.3 72.6 77.3 89.4 99.7

Cash 6.5 1.9 1.2 2.8 1.5

Financial debts -39.3 -39.1 -45.1 -14.3 -46.6

Net cash position 87.9 73.0 77.7 122.1 106.4

(1) Includes the cash and financial debts to credit institutions and to financial markets of the consolidated companies recorded in the segment ‘AvH & subholdings’ and ‘Development Capital’, and the cash of GIB (50%) and Finaxis.

The consolidated cash flow stood at 45.4 million euros, which is 61.5

million euros less than the previous year. This decrease is almost entirely

accounted for by the one-off extraordinary charge which was paid by

ABK/Bank J.Van Breda & C° to exit from the Beroepskrediet network.

In the income statement, this effect is almost entirely neutralized by

the write-back of a provision that was constituted in 2011 for deferred

taxes and by the constitution of a deferred tax asset in the financial

statements of 2012. In the cash flow statement, the full impact on the

cash position can be seen in its entirety.

The evolution of the working capital is to a large extent influenced by

an increase in loans extended by Bank J.Van Breda & C° in relation to

stagnated client deposits and a limited evolution of interbank positions.

The biggest items in “Acquisition of intangible and tangible assets” are,

for Algemene Aannemingen Van Laere, the investment in the ‘Cen-

trumparking Langestraat’ of the State Archives in Bruges and other

equipment; for Bank J.Van Breda & C°, the IT project “EOS”, and for

Anima Care the expansion of the portfolio with operations in Auderg-

hem, Angleur and Braine l’Alleud, and new building projects which

were started up in Blegny and Zemst during 2012.

The investments in investment property illustrate the expansion of the

real estate portfolio of Leasinvest Real Estate with the acquisition of the

Knauf shopping centre in Schmiede and of the Rix Hotel site in Luxem-

bourg. The acquisition of investment property at Algemene Aannemin-

gen Van Laere was only temporary, since the State Archives project in

Bruges was already transferred to Leasinvest Real Estate in the course

of 2012.

The acquisition of financial fixed assets in the “Real Estate, Leisure &

Senior Care” segment concerns the acquisition of operating compa-

nies by Anima Care, shares of project companies by Extensa, and shares

and certificates by Leasinvest Real Estate. In the “Development Capital”

segment, the 25 million euro cash injection of Sofinim at Hertel Holding

and the conversion of a loan into equity at Distriplus to the amount of

2.0 million euros largely account for the stated amount.

The acquisition of short-term investments to the amount of 587.1 mil-

lion euros by Bank J.Van Breda & C° must be viewed against an amount

of 711.4 million euros from the disposal of short-term investments. The-

se transactions are part of the normal ALM policy of the bank.

The disposal of investment property concerns the sale of the Torenhof

business centre in Merelbeke and of one floor in the Mercure building

in Luxembourg.

As regards the disposal of financial assets, the figure of 8.8 million

euros is accounted for by a contractual change at Ligno Power. The

divestments in the “AvH & subholdings” and “Development Capital”

segments primarily concern the divestments of Sofinim (AR Metallizing,

Alural Belgium, earn-out Engelhardt) and of AvH (Koffie Rombouts –

partially).

Comments on the segment information - cash flow statement 2012

140

Note 5: segment information - assets 2011(€ 1,000) Segment 1


Segment 2Private

Banking


Senior Care

Segment 4Energy and materials


Capital

Segment 6AvH &


between segments

Total 2011

I. Non-current assets 418,531 2,691,204 663,912 153,799 410,851 54,668 -3,080 4,389,885


Goodwill 1,890 137,770 2,478 142,139

Tangible assets 26,632 31,320 33,975 2 12,384 104,312

Investment property 11,332 506,024 517,356

Participations accounted for using the equity method 372,716 375,970 84,160 153,799 35,171 2,534 1,024,351

Financial fixed assets 5,367 53 22,766 375,678 37,401 -3,080 438,185


Available for sale financial fixed assets 387 1 22,349 26,834 49,572

Receivables and warranties 4,979 52 417 44,105 10,568 -3,080 57,040


Amounts receivable after one year 136 77,380 8,004 85,521

Finance lease receivables 77,380 7,866 85,246

Other receivables 136 138 275

Deferred tax assets 423 11,002 2,454 2,349 16,228

Banks - receivables from credit institutions and clients after one year 2,051,236 2,051,236

II. Current assets 116,565 1,798,016 110,363 342 74,840 105,946 -82,152 2,123,919

Inventories 2,579 16,627 19,206Amounts due from customers under construction contracts 5,420 23,122 28,542

Investments 624,733 362 18,768 643,864

Available for sale financial assets 621,380 362 18,768 640,511


Current hedging instruments 1,812 1,812

Amounts receivable within one year 75,305 39,645 47,741 39 62,438 23,322 -82,091 166,400

Trade debtors 56,474 10,969 30 2,704 -2,001 68,176

Finance lease receivables 38,973 369 39,342

Other receivables 18,831 672 36,403 9 62,438 20,618 -80,089 58,882

Current tax receivables 34 1,005 10 550 1,599Banks - receivables from credit institutions and clients within one year 951,482 951,482

Cash and cash equivalents 33,093 157,044 20,770 302 10,987 62,699 284,896

Time deposits for less than three months 11,234 75 13,834 260 10,592 61,543 97,539

Cash 21,858 156,969 6,936 42 395 1,156 187,357

Deferred charges and accrued income 133 23,299 735 1,406 607 -61 26,118

III. Assets held for sale 2,859 2,859

TOTAL ASSETS 535,096 4,489,220 777,133 154,141 485,691 160,614 -85,232 6,516,663

(€ 1,000)

Segment information - pro forma turnover


Private Banking

Real estate, Leasure & Healthcare

Energy & Resources

Development Capital

AvH & subholdings


Total 2011

Turnover EU member states 612,958 334,868 243,140 86,210 961,384 3,872 -5,914 2,236,516

Other European countries 70,670 387 10,587 7,194 71,189 160,027

Rest of the world 349,682 52,169 282,038 683,890

TOTAL 1,033,311 335,255 253,727 145,573 1,314,611 3,872 -5,914 3,080,433

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. 128-132. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.

141

Note 5: segment information - equity and liabilities 2011

(€ 1,000) Segment 1Marine

Engineering & Infrastructure

Segment 2Private

Banking

Segment 3Real estate, Leisure &

Healthcare



Capital

Segment 6AvH &


between segments

Total 2011

I. Total equity 433,760 915,275 354,967 149,631 472,512 38,849 2,364,994

Shareholders’ equity - group share 426,655 739,190 172,021 147,127 358,794 38,844 1,882,631

Issued capital 113,907 113,907

Share capital 2,295 2,295

Share premium 111,612 111,612

Consolidated reserves 434,832 740,327 172,976 149,628 358,926 -67,759 1,788,930

Revaluation reserves -8,177 -1,137 -955 -2,500 -132 10,069 -2,832

Securities available for sale 3,045 2,953 46 -1 10,069 16,112

Hedging reserves -11,689 -5,805 -3,249 -131 -20,875

Translation differences 3,512 1,623 -659 -2,546 1,930

Treasury shares (-) -17,375 -17,375

Minority interests 7,105 176,085 182,946 2,504 113,718 5 482,364

II. Non-current liabilities 24,099 686,857 231,064 4,400 2,786 2,095 -3,080 948,220

Provisions 342 33 2,520 125 1,500 4,521

Pension liabilities 391 3,085 330 3,806

Deferred tax liabilities 4,440 40,360 6,782 230 51,812

Financial debts 18,634 83,583 207,324 4,400 35 -3,080 310,896

Bank loans 18,631 206,110 224,741

Subordinated loans 83,583 4,400 -3,080 84,903


Other financial debts 1,194 1,194


Other amounts payable after one year 227 5,318 601 2,661 8,807Banks - debts to credit institutions, clients & securities 539,029 539,029

III. Current liabilities 77,237 2,887,088 191,102 110 10,393 119,671 -82,152 3,203,448

Provisions 27 27

Pension liabilities 131 131

Financial debts 9,541 8,423 161,913 6,950 111,128 -79,073 218,881

Bank loans 9,540 56,387 65,927

Subordinated loans 8,423 8,423


Other financial debts 105,520 6,950 111,112 -79,073 144,509

Current hedging instruments 3,214 3,214Amounts due to customers under construction contracts 12,234 12,234

Other amounts payable within one year 55,070 8,753 12,779 14 1,490 8,204 -1,421 84,890

Trade payables 48,022 10 5,943 12 220 515 -405 54,317

Advances received on construction contracts 2,278 150 2,429Amounts payable regarding remuneration and social security 2,830 7,783 2,064 2 270 1,964 14,912

Other amounts payable 1,940 960 4,622 1,000 5,726 -1,016 13,232

Current tax payables 70 7,493 837 85 2 10 8,497Banks - debts to credit institutions, clients & securities 2,830,165 2,830,165

Accrued charges and deferred income 322 28,909 15,546 11 1,951 329 -1,657 45,411

IV. Liabilities held for sale 0

TOTAL EQUITY AND LIABILITIES 535,096 4,489,220 777,133 154,141 485,691 160,614 -85,232 6,516,663

142

Note 5: segment information - income statement 2011(€ 1,000) Segment 1


Segment 2Private

Banking


Senior Care



Capital

Segment 6AvH &

subholdings


Total 2011

Revenue 150,165 162,271 75,181 189 6 4,136 -2,753 389,196

Rendering of services 12,539 15,351 189 3,819 -2,740 29,159

Lease revenue 7,988 1,404 9,392

Real estate revenue 40,679 40,679

Interest income - banking activities 125,448 125,448

Commissions receivable - banking activities 26,901 26,901


Other operating revenue 2,266 1,934 4,194 6 317 -13 8,704

Other operating income 63 789 772 0 10,816 3,450 -1,686 14,205

Interest on financial fixed assets - receivables 57 2,623 1,153 -602 3,230

Dividends 63 789 715 8,152 1,131 10,851

Government grants 0

Other operating income 41 1,166 -1,083 123

Operating expenses (-) -145,266 -144,351 -46,386 -59 -6,431 -9,158 3,836 -347,814


Changes in inventories of finished goods, raw materials & consumables (-) 135 -619 -484

Interest expenses Bank J.Van Breda & C° (-) -71,642 -71,642

Employee expenses (-) -25,351 -35,416 -12,433 -2,790 -75,990

Depreciation (-) -3,818 -3,061 -1,640 -2 -698 -9,219

Impairment losses (-) -10 -11,447 62 -1,805 788 -12,411

Other operating expenses (-) -21,501 -22,862 -17,390 -59 -4,623 -6,958 3,836 -69,558

Provisions 72 76 -32 500 616

Profit (loss) from operating activities 4,963 18,709 29,568 130 4,391 -1,572 -602 55,587

Profit (loss) on assets/liabilities designated at fair value through profit and loss 0 -1,365 -7,693 0 440 0 -8,618

Development capital 440 440

Financial assets held for trading -444 -444

Investment property -6,573 -6,573

Derivative financial instruments -921 -1,120 -2,041

Profit (loss) on disposal of assets 214 -1,892 623 0 587 7,020 6,552

Realised gain (loss) on intangible and tangible assets 120 90 17 -9 218

Realised gain (loss) on investment property 534 534

Realised gain (loss) on financial fixed assets 94 73 587 3,747 4,501

Realised gain (loss) on other assets -1,982 3,281 1,299

Finance income 692 15,756 3,114 2 922 961 -1,020 20,426

Interest income 474 15,750 1,651 2 922 949 -1,020 18,727

Other finance income 218 7 1,463 12 1,699

Finance costs (-) -945 -4,009 -15,421 -9 -132 -3,091 1,623 -21,985

Interest expenses (-) -781 -3,986 -9,559 -9 -122 -1,498 1,623 -14,332

Other finance costs (-) -165 -23 -5,863 -9 -1,593 -7,653

Share of profit (loss) from equity accounted investments 51,503 57,423 3,787 20,665 3,104 402 136,884

Negative goodwill 0 35,472 0 0 0 0 35,472

Other non-operating income 89 0 61 0 2 31 183

Other non-operating expenses (-) 0 0 -79 0 0 -94 -173

Profit (loss) before tax 56,516 120,093 13,960 20,788 9,315 3,656 0 224,328

Income taxes -1,440 -7,700 -687 -83 -5 -38 -9,952

Deferred taxes -819 2,826 -94 1,913

Current taxes -621 -10,526 -593 -83 -5 -38 -11,865

Profit (loss) after tax from continuing operations 55,077 112,394 13,274 20,706 9,310 3,617 0 214,376

Profit (loss) after tax from discontinued operations

Profit (loss) of the period 55,077 112,394 13,274 20,706 9,310 3,617 0 214,376

Minority interests 516 24,251 8,804 1,679 1,619 0 36,870

Share of the group 54,561 88,142 4,470 19,026 7,690 3,617 177,506

143

Note 5: segment information - cash flow statement 2011

(€ 1,000) Segment 1


Segment 2

Private Banking

Segment 3


Senior Care

Segment 54

Energy & Resources

Segment 5 & 6

AvH, subhold. & Development

Capital


Total 2011

I. Cash and cash equivalents, opening balance 25,252 36,583 29,034 389 77,305 168,562

Profit (loss) from operating activities 4,963 18,709 29,568 130 2,819 -602 55,587

Dividends from participations accounted for using the equity method 483 16,111 2,786 22,065 41,445

Other non-operating income (expenses) 35,472 -18 31 35,485

Income taxes -1,440 -7,700 -687 -83 -43 -9,952


Depreciation 3,818 3,061 1,640 700 9,219

Impairment losses 10 11,443 -62 1,863 13,253

Share based payment 87 261 116 738 1,202

(Decrease) increase of provisions -27 12 -1,119 -500 -1,634

(Decrease) increase of deferred taxes 819 -2,826 94 1 -1,913

Other non-cash income (expenses) -58 -35,655 66 -117 -35,764

Cash flow 8,655 38,888 29,597 2,833 27,555 -602 106,927

Decrease (increase) of working capital 3,502 117,473 -10,011 -6,936 9,982 100 114,110

Decrease (increase) of inventories and construction contracts 3,411 -12,553 -9,142

Decrease (increase) of amounts receivable -16,708 4,503 3,795 6 4,074 100 -4,230Decrease (increase) of receivables from credit institutions and clients (banks) -170,615 -170,615

Increase (decrease) of liabilities (other than financial debts) 16,697 -13,026 -1,799 -6,957 6,264 1,178Increase (decrease) of debts to credit institutions, clients & securities (banks) 293,815 293,815

Decrease (increase) other 103 2,796 547 15 -356 3,104

Cash flow from operating activities 12,157 156,361 19,587 -4,103 37,537 -502 221,037

Investments -18,638 -778,267 -39,236 -23,687 -29,439 3,080 -886,187

Acquisition of intangible and tangible assets -5,759 -4,937 -4,194 -184 -15,074


Acquisition of financial fixed assets -4,904 -57,946 -10,985 -23,687 -10,462 -107,985

New amounts receivable -2,132 -6 -14,589 3,080 -13,648

Acquisition of investments -715,384 -16 -4,204 -719,604

Divestments 425 762,173 8,440 0 58,686 -13,900 815,824

Disposal of intangible and tangible assets 167 350 116 28 661

Disposal of investment property 7,700 7,700

Disposal of financial fixed assets 72 31,865 31,937

Reimbursements of amounts receivable 258 513 18,000 -13,900 4,871

Disposal of investments 761,823 39 8,794 770,656

Cash flow from investing activities -18,213 -16,094 -30,796 -23,687 29,247 -10,820 -70,363


Interest received 474 21,254 1,651 2 1,100 -1,020 23,460

Interest paid -781 -3,986 -9,559 -9 -849 1,623 -13,560

Other financial income (costs) 53 -17 -4,400 -1,262 -5,625

Decrease (increase) of treasury shares -1,067 -1,067

(Decrease) increase of financial debts 10,646 -15,142 24,231 4,400 -5,490 10,720 29,365

Distribution of profits -51,330 -51,330

Dividends paid to minority interests -1,350 -25,535 -11,572 18,701 -19,756

Cash flow from financial activities 9,043 -23,426 352 4,393 -40,197 11,322 -38,513

II. Net increase (decrease) in cash and cash equivalents 2,987 116,841 -10,857 -23,397 26,588 112,161

Transfer between segments 4,793 2,065 23,349 -30,206 0

Change in consolidation scope or method 61 3,621 387 4,070

Impact of exchange rate changes on cash and cash equivalents 142 -39 103

III. Cash and cash equivalents - ending balance 33,093 157,044 20,770 302 73,686 284,896

144

Note 6: intangible assets

(€ 1,000) Patents, trademarks and other rights

Goodwill Software Other intangible assets

Total

Movements in intangible assets - financial year 2011

Intangible assets, opening balance 12 0 3,368 0 3,379

Gross amount 32 2,451 5,684 8,167

Accumulated depreciation (-) -20 -2,451 -2,316 -4,788

Investments 27 2,072 2,099

Additions through business combinations 2,048 17 2,065

Depreciations (-) -7 -926 -3 -936

Foreign currency exchange increase (decrease) -1 -1

Intangible assets, ending balance 32 2,048 4,511 14 6,606

Gross amount 57 4,658 7,753 28 12,496

Accumulated depreciation (-) -25 -2,610 -3,241 -14 -5,890

Movements in intangible assets - financial year 2012

Intangible assets, opening balance 32 2,048 4,511 14 6,606

Gross amount 57 4,658 7,753 28 12,496


Investments 3,737 3,737

Additions through business combinations 1,799 1,799

Depreciations (-) -9 -7 -1,116 -6 -1,138

Foreign currency exchange increase (decrease) 1 1

Transfer from (to) other items 512 512

Other increase (decrease) 705 705

Intangible assets, ending balance 23 5,057 7,134 9 12,222

Gross amount 39 7,711 11,492 95 19,338


Similar to previous years, the investment in the new IT platform at Bank J.Van Breda & C° represents the main item in intangible assets. The goodwill acquired through business combinations primarily consists of the authorizations and operating licences at the time of the acquisition of three residential care centres (Auderghem, Braine L’Alleud and Angleur) by Anima Care (see note 4 on Business Combinations).

Note 7: goodwill(€ 1,000) 2012 2011

Movements in goodwill

Goodwill, opening balance 142,139 141,168

Gross amount - fully consolidated participations 145,494 145,231

Accumulated impairment losses - fully consolidated participations (-) -3,356 -4,063

Increase of the participating interest

Additions through business combinations 605 1,139

Disposals through business divestiture (-)

Impairments accounted for in the results (-)

Other increase (decrease) -505 -168

Goodwill, ending balance 142,239 142,139

Gross amount - fully consolidated participations 145,622 145,494

Accumulated impairment losses - fully consolidated participations (-) -3,383 -3,356

The goodwill from the acquisition in 2012 of three residential care centres by Anima Care was first allocated to the assets on the basis of the fair value (see Note 4: Business combinations). The balance amounts to 0.6 million euros. The other deduction of 0.5 million euros essentially concerns a transfer to the balance sheet item ‘Intangible assets’ of the authorizations for the residential care centre Huize Zevenbronnen, acquired in 2011.

The goodwill is mainly attributable to Finaxis and also to the subsidiaries held by Van Laere, Anima Care and Bank J.Van Breda & C°. This does not include the goodwill (clients) of 245 million euros in the consolidated balance sheet of Delen Investments, as Delen Investments is recognised according to the equity method. This goodwill mainly results from the acquisition of Capital & Finance in 2007 and JM Finn & Co in 2011.

145

Note 8: tangible assets

(€ 1,000) Land and buildings

Plant, machinery and

equipment

Furniture and vehicles

Other tangible assets

Assets under construction & advance payments

Operating lease as lessor

(IAS 17)

Total 2011

I. Movements in tangible assets - financial year 2011

Tangible assets, opening balance 64,056 18,549 3,494 1,129 3,141 6,055 96,424

Gross amount 82,680 168,430 14,883 3,018 3,141 10,526 282,678

Accumulated depreciation (-) -18,624 -149,881 -11,389 -1,889 0 -4,471 -186,254

Investments 4,830 2,709 1,821 580 4,121 14,062

Additions through business combinations 3,497 57 123 1,558 64 5,299

Disposals (-) -279 -2 -156 -438

Depreciations (-) -3,251 -2,835 -1,396 -429 -371 -8,281

Foreign currency exchange increase (decrease) -1 -1

Transfer from (to) other items 387 -3,126 -2,740


Tangible assets, ending balance 69,240 18,478 3,872 2,839 4,200 5,683 104,312

Gross amount 92,060 171,234 15,975 5,117 4,200 10,526 299,111


II. Other information

Finance leases

Net carrying amount of tangible assets under finance lease 73 73

Tangible assets acquired under finance lease 24 24

(€ 1,000) Land and buildings

Plant, machinery and

equipment

Furniture and vehicles

Other tangible assets

Assets under construction & advance payments

Operating lease as lessor

(IAS 17)

Total 2012

I. Movements in tangible assets - financial year 2012

Tangible assets, opening balance 69,240 18,478 3,872 2,839 4,200 5,683 104,312

Gross amount 92,060 171,234 15,975 5,117 4,200 10,526 299,111


Investments 11,094 1,143 1,726 175 6,526 20,664

Additions through business combinations 88 44 47 179

Disposals (-) -109 -79 -926 -1,114

Depreciations (-) -3,278 -2,807 -1,525 -418 -371 -8,400

Foreign currency exchange increase (decrease) 0

Transfer from (to) other items 3,837 686 -42 112 -4,634 124 84

Other increase (decrease) -1,277 -615 -1,892

Tangible assets, ending balance 79,507 17,588 3,996 1,829 5,477 5,436 113,832

Gross amount 105,060 173,367 16,979 3,378 5,477 10,650 314,910

Accumulated depreciation (-) -25,441 -155,779 -12,983 -1,549 -5,214 -200,966

Accumulated impairments (-) -112 -112


Finance leases

Net carrying amount of tangible assets under finance lease 32 32

Tangible assets acquired under finance lease 0

Tangible assets increased by 9.5 million euros due to investments amounting to 20.7 million euros, assets acquired through business combinations realised by Anima Care for 0.2 million euros, and depreciation expenses totalling 8.4 million euros.

With the start-up of the new construction projects in Blegny and Zemst and the addition of operations in Auderghem, Braine l’Alleud and Angleur to its portfolio, Anima Care accounted for the lion’s share of investments. The ‘Centrumparking Langestraat’ of the State Archives in Bruges was completed and brought into use in the course of 2012 by car park firm Alfa Park (Van Laere). Bank J.Van Breda & C° continued to invest in its branch office network.

146

Note 9: investment property at fair value

(€ 1,000) Leased buildings

Operating lease as lessor -

IAS 40

Development projects

Assets held for sale

Total

I. Movement in investment property at fair value - financial year 2011

Investment property, opening balance 491,725 1,840 7,838 501,403

Gross amount 491,725 1,840 7,838 501,403

Investments 19,215 10,662 29,877

Additions through business combinations 0

Disposals (-) -7,166 -7,166

Gains (losses) from fair value adjustments -4,560 -20 -1,992 -6,573

Transfer from (to) other items 7,806 -7,925 2,859 2,740


Investment property, ending balance 506,954 1,820 8,582 2,859 520,215

Gross amount 506,954 1,820 8,582 2,859 520,215

I. Movement in investment property at fair value - financial year 2012

Investment property, opening balance 506,954 1,820 8,582 2,859 520,215

Gross amount 506,954 1,820 8,582 2,859 520,215

Investments 78,591 28,611 559 107,761

Additions through business combinations 0

Disposals (-) -603 -3,295 -3,899

Gains (losses) from fair value adjustments -576 -170 84 424 -239

Transfer from (to) other items -21,190 -17,658 21,190 -17,658

Other increase (decrease) 37 -35 2

Investment property, ending balance 563,212 1,650 19,620 21,701 606,182

Gross amount 563,212 1,650 19,620 21,701 606,182

(€ 1,000) Leased buildings and Assets held

for sale

Operating lease as lessor -

IAS 40

Development projects

Total


Rental income and operating expenses 2011

Rental income of investment property 34,568 274 34,842

Direct operating expenses (incl. repair & maintenance) of leased buildings -1,913 -1,913

Direct operating expenses (incl. repair & maintenance) of non leased buildings -747 -747

Rental income and operating expenses 2012

Rental income of investment property 37,849 75 37,924

Direct operating expenses (incl. repair & maintenance) of leased buildings -1,747 -33 -1,781

Direct operating expenses (incl. repair & maintenance) of non leased buildings -579 -579

Acquisition obligations

Contractual obligations for the acquisition of investment property 2011 17,658 17,658

Contractual obligations for the acquisition of investment property 2012 0

(€ 1,000) Total 2011

Total 2012

Breakdown of real estate revenue in the income statement

Sale of land parcels 2,420 2,211

Rental income 34,568 37,849

Other real estate services 3,691 333

40,679 40,393

Key figures - buildings in portfolio (excluding development projects)

Contractual rents 36,527 42,644

Rental yield (%) 7.18% 7.27%

Occupancy rate (%) 91.72% 94.78%

Average duration of the leases till first break (# years) 4.0 4.8

147

The investments in investment property illustrate the expansion of the real estate portfolio of Leasinvest Real Estate with the acquisition of the Knauf shopping centre in Schmiede and of the Rix Hotel site in Luxembourg. The acquisition of investment property at Algemene Aannemingen Van Laere was only temporary, since the State Archives project in Bruges was already transferred to Leasinvest Real Estate in the course of 2012. This building is leased to the Public Buildings Agency for a fixed term of 25 years, which explains the reclassification to “Finance lease receivables” to the amount of 17.7 million euros (included in Note 14: Leasing).

The disposal of investment property concerns the sale of the Torenhof business centre in Merelbeke and of one floor in the Mercure building in Luxembourg.

The assets held for sale consist of the properties “Pasteur” and “Vierwinden” from the portfolio of Leasinvest Real Estate, which are intended for sale in the course of 2013.

The acquisition in 2012 of the State Archives building in Bruges by Leasinvest Real Estate explains the omission of the relevant acquisition obligation as reported in 2011.

Valuation of investment propertiesThe investment properties are valued at fair value, whereby changes in value are recorded in the income statement.

Leased buildingsThe fair value of leased buildings is determined annually, based on valuation reports.

Operating leasings as lessor - IAS 40Operating 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) 2012 2011

Participations accounted for using the equity methodMarine Engineering & Infrastructure 398,727 372,716

Private Banking 428,688 375,970

Real Estate, Leisure & Senior Care 89,470 84,160

Energy & Resources 155,342 153,799

Development Capital 37,987 35,171

AvH & subholdings 2,499 2,534

Total 1,112,713 1,024,351

Movements in participations accounted for using the equity methodEquity value Goodwill allocated

to the equity valueTotal 2012

Participations accounted for using the equity method: opening balance 970,306 54,045 1,024,351

Additions 7,007 -13 6,994

Disposals (-) -718 -8,800 -9,518

Share of profit (loss) from equity accounted investments 134,735 134,735

Impairments through profit and loss (-) -460 -460

Foreign currency exchange increase (decrease) 1,522 1,522

Impact of dividends distributed by the participations (-) -41,552 -41,552

Transfer (to) from other items -1,859 -1,859

Other increase (decrease) -1,499 -1,499

Participations accounted for using the equity method: ending balance 1,067,482 45,232 1,112,713

Directly held participations accounted for using the equity methodIAS 31 offers the option of including jointly controlled subsidiaries in the consolidated accounts according to the proportional consolidation or the equity method. AvH has opted for the equity method and applies this method to its participations DEME (50%), Rent-A-Port (45%), Rent-A-Port Energy (45,6%), Holding Groupe Duval (50%), Groupe Financière Duval (41.1%), Delen Investments (78.75%), GIB Group (50%), ASCO-BDM (50%), Sipef (26.7%), Telemond Group (50%), Max Green (18.9%) and Oriental Quarries & Mines (50%).

This balance sheet item also comprises the directly held participations in Promofi (15%) and Sagar Cements (15.7%).

Indirectly held participations accounted for using the equity methodThe companies involved in the Tour & Taxis project (50%) and Cloche d’Or Luxembourg (50%) as well as the real estate projects in Romania and Slovakia are the main participations. They are held by the fully consolidated subsidiary Extensa.

The increase of the shareholdings in Groupe Financière Duval and Sagar Cements and the incorporation or capital increases in certain project companies of Extensa represent the main invest-ments. The disposal of the interest in Gulf Lime (35%) and the contractual change at Ligno Power to the amount of 8.8 million euros together constitute the item “Disposals”.

The share in the profits of the equity accounted companies was strongly influenced by the contributions from DEME (44.7 million euros), Delen Investments (62.6 million euros) and Sipef (14.1 million euros). These holdings also paid out the largest dividends in 2012 (see Segment information on p.134 for a split by segment).

The changes in the consolidation scope of Extensa account for the “Transfers (to) from other items” (see Notes 2 & 3 for more details).

The other decrease concerns items that from a mere technical IFRS-consolidation point of view have to be directly accounted for in equity, the main element this year being the recognition at fair value of hedging instruments taken out by several group companies that have hedged long term debt against the impact of rising interest rates. As a result of decreased market interest rates, there was a negative mark-to-market adjustment, which was most significant at DEME.

148

Note 11: financial assets

1. Financial assets and liabilities per category

(€ 1,000) Fair value Book value

Financial assets 2012 2011 2012 2011

Financial assets designated at fair value through P/L

Development capital participations 351,246 331,573 351,246 331,573

Financial assets held for trading

Financial assets of the trading portfolio 2,520 3,353 2,520 3,353

Available for sale financial assets

Non-current financial assets available for sale 63,518 49,572 63,518 49,572

Investments available for sale 528,577 640,511 528,577 640,511

Receivables and cash

Receivables and warranties 47,086 57,040 47,086 57,040

Finance lease receivables 162,998 133,131 151,760 124,588

Other receivables 80,348 59,156 80,348 59,156

Trade debtors 65,134 68,176 65,134 68,176

Time deposits for less than three months 100,905 97,539 100,905 97,539

Cash 57,308 187,357 57,308 187,357

Banks - receivables from credit institutions & clients 3,518,951 3,204,180 3,225,944 3,002,718

Hedging instruments 3,504 5,765 3,504 5,765


Financial liabilities 2012 2011 2012 2011

Financial liabilities valued at amortised cost

Financial debts

Bank loans 411,886 288,356 416,753 290,668

Surbordinated loans 101,300 107,193 86,744 93,326


Other financial debts 140,035 145,703 140,035 145,703

Other debts

Trade payables 48,995 54,317 48,995 54,317

Advances received on construction contracts 2,130 2,429 2,130 2,429

Amounts payable regarding remuneration and social security 16,466 14,912 16,466 14,912

Other amounts payable 18,850 22,039 18,850 22,039

Banks - debts to credit institutions, clients & securities 3,451,451 3,398,941 3,396,818 3,369,194

Hedging instruments 44,274 32,564 44,274 32,564

(€ 1,000) 2012 2011

Financial assets Level 1 Level 2 Level 3(1) Level 1 Level 2 Level 3(1)

Financial assets designated at fair value through P/L



Financial assets of the trading portfolio 2,520 3,353


Non-current financial assets available for sale 31,491 32,027 19,532 30,039

Investments available for sale 517,293 11,285 627,107 13,404

Hedging instruments 3,504 5,765

Financial liabilitiesHedging instruments 44,274 32,564

(1) More details can be found in Note 11.4 development capital 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 assets valued at fair value through profit and loss are equity instruments belonging to the investment portfolio of Sofinim. This includes the jointly controlled subsidiaries, the associated participations but also a limited number of subsidiaries that have no material effect on the segment or on the balance sheet total. At the moment of acquisition, the fair value (level 3) 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. When Sofinim is involved in relevant market transactions, small transactions resulting from the exercise of stock options excluded, the value of the participation is adjusted up or down according to the market price used in the relevant transaction. The generally applicable principles concerning any impairment also apply. 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 to the size of the participation percentage and the share’s market liquidity. In such case, the above mentioned valuation is taken into account.

149

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.

Realised gains (losses)

Interest income (expense)

Realised gains (losses)

Interest income (expense)

(€ 1,000) 2012 2011

Financial assets designated at fair value through P/L 30,842 587

Financial assets held for trading -1

Available for sale financial assets 5,591 13,836 5,213 15,522

Receivables and cash 15,027 14,724

Hedging instruments 5,569 10,500

Banks - receivables from credit institutions & clients 120,196 114,948

Financial liabilities valued at amortised cost -13,298 -14,332

Hedging instruments -15,765 -18,632

Banks - debts to credit institutions, clients & securities -49,429 -53,010

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.

The turnover of Van Laere and its subsidiaries consists of 50% public contracts and 50% private contracts (B2B). The public contracts do not involve a credit risk. In the case of private contracts, a financial analysis is performed of the prospective customer during the tendering stage (where appropriate with inspection of the loan agreement, request for parent company guarantee, etc.). The income of the car park firm Alfa Park is largely cash income.

For the credit risk regarding the lease portfolio of Bank J.Van Breda & C° we refer to the credit risk policy as described in note 12.

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 increase the duration of the lease agreements.

Extensa Group is a company active, directly or indirectly (through participations) in real estate investments and development 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.

Anima Care has a limited credit risk. Most residents pay by direct debit. Rents are billed in advance and debtors are closely monitored.

The Development Capital segment and AvH & 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.

Not expired

Expired < 30 d

Expired < 60 d

Expired < 120 d

Expired > 120 d

(€ 1,000) Total

Expiry balance sheet 2011Financial assets designated at fair value through P/L 331,573 331,573


Available for sale financial assets 690,083 690,083

Receivables 308,961 292,306 7,873 1,391 729 6,662

Expiry balance sheet 2012Financial assets designated at fair value through P/L 351,246 351,246


Available for sale financial assets 592,095 592,095

Receivables 344,327 322,363 9,161 4,019 2,187 6,598

The expired receivables mainly 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. Legal proceedings are underway in the context of the Président project in Luxembourg. No provisions have been formed for this.

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.

150

(€ 1,000) Financial assets designated at FV through P/L



Receivables

Financial year 2011

Accumulated impairments - opening balance -8,603 0 -53,931 -7,123

Changes in consolidation scope -46

Impairments recorded during the financial year -9,860 -3,471

Impairments reversed during the financial year 14 211 1,513

Impairments cancelled owing to sales and disposals during the financial year 2,989 1,063

Other changes 59 -685

Accumulated impairments - ending balance -8,589 0 -60,532 -8,749

Financial year 2012

Accumulated impairments - opening balance -8,589 0 -60,532 -8,749

Changes in consolidation scope -10

Impairments recorded during the financial year -135 -2,292 -1,387

Impairments reversed during the financial year 785

Impairments cancelled owing to sales and disposals during the financial year 11,004 1,391

Other changes -3,198 3,198

Accumulated impairments - ending balance -11,921 0 -51,820 -4,773

The impairments on financial assets designated at fair value through profit and loss relate to the Development Capital segment, which comprises a number of old investments, impaired in the past. The conversion into shares of a shareholder loan on Global Lifting Partners explains the movement in the item “Other changes”.

The financial assets available for sale show an accumulated impairment of 51.8 million euros, mainly attributable to the AvH & subholdings segment, the primary impairment being that recorded for Ageas (former Fortis) shares in 2008 (-44.3 million euros). The investment portfolio of ABK (subsidiary of Bank J.Van Breda & C°) contained a number of closed-end real estate investment funds and shares of which the market price was below the level of the opening balance at the time of acquisition (1 June 2011). Impairment was recognized on this to the amount of 2.3 million euros. Part of this portfolio was sold in the course of 2012, along with the, in 2011 impaired, Greek bonds, which accounts for the item “Impairments cancelled owing to sales and disposals during the financial year”.

The change in the impairments on receivables is largely linked to the lease portfolio of Bank J.Van Breda & C°, which had 4.2 million euros of accumulated impairments at the end of 2012.

(€ 1,000) Financial assets designated at FV through P/L



Receivables

Financial year 2011Amount of personal guarantees, given or irrevocably promised by the enterprises included in the consolidation, as security for third parties’ debts or commitments 11,191 1,543

Commitments to acquire fixed assets 10,129

Commitments to dispose of fixed assets 125,769

Financial year 2012Amount of personal guarantees, given or irrevocably promised by the enterprises included in the consolidation, as security for third parties’ debts or commitments 28,753

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 enter-prises included in the consolidation

57,269

Commitments to acquire fixed assets 1,330

Commitments to dispose of fixed assets 131.333

We refer to ‘Note 21: Rights and commitments not reflected in the balance sheet’ for further explanation.

151

3. Exchange rate risk

As Extensa Group is present in Turkey and Romania, the local activities are subject to exchange rate fluctuations, in particular to 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. This USD exposure is currently not hedged as Extensa most likely will reinvest the USD cash proceeds in other USD development opportunities.

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.

The strategy of AvH to look towards emerging markets resulted in 2 investments in Indian rupees (15.7% participation in Sagar Cements, 50% in Oriental Quarries & Mines). This risk is not hedged as it concerns long term investments.

The remaining fully consolidated participations are not subject to significant exchange rate risks since they mainly operate in the eurozone.

Various non-fully consolidated participations such as DEME, Delen Investments and Sipef, as well as Hertel, Manuchar, Telemond Group and others, operate to a significant extent outside the eurozone. The exchange rate risk in each of these cases is followed up and controlled at the level of the participation itself.

For example, at DEME the risks on activities that are paid for in foreign currencies are hedged as much as possible on a project basis by use of financial hedges and futures contracts. The exchange rate risk at Delen Investments is limited to the foreign currency subsidiaries (Delen Suisse & JM Finn & Co). The net exposure to the British Pound is currently limited as the impact of any exchange rate fluctuation on the JM Finn & Co equity is neutralized by an opposite impact on the liquidity obligation on the remaining 26.51% in JM Finn & Co. At Sipef the majority of the costs are incurred abroad, in Indonesia and Papua New Guinea, whereas sales are realised in USD. This is a structural risk that is not hedged by the company and is therefore considered as a general business risk. Transactional risks are generally limited by short payment terms, and translation differences are limited by making the functional currency and reporting currency the same as much as possible. Hertel considers exchange rate risk as a market risk that must be managed like other market risks, with the risk being reduced to an acceptable level. Manuchar is exposed to exchange rate risk between the USD and local currencies of the countries in which the distribution activities take place. To hedge these risks, the positions are monitored and, if necessary, macro hedges are set up. Finally, at Telemond Group, production takes place in Poland while the sales are realised in the eurozone. The exchange rate risk that is run by this is not hedged and is considered as a general business risk.

The exchange rates below have been used to convert the balance sheets and results of the foreign entities into euro:

Closing rate Average rate

US Dollar (USD) 1.3204 1.2923

Romanian Lei (RON) 4.4445 4.4593

Indian Rupie (INR) 72.4638 68.9655

Turkish Lira (YTL) 2.3551 2.3135

4. Development capital participations

(€ 1,000) Development capital participations - fair value

2012 2011

Development capital participations: opening balance 331,573 326,187

Additions 32,916 10,076

Disposals (-) -13,757 -5,165

Profit (loss) on development capital participations designated at fair value through profit and loss 488 440

Other increase (decrease) 26 36

Development capital participations: ending balance 351,246 331,573

In accordance with IAS 31 and IAS 28 the jointly controlled subsidiaries, associated participating interests and a limited number of subsidiaries, mainly held by Sofinim, the development capital vehicle from the AvH group, are valued at fair value, whereby changes in value are recorded in the income statement (IAS 39).

The development capital participations contribute to the result through changes in fair value and cash income from distribution of dividends.

152

Comments to the development capital participationsIn 2012, the development capital participations contributed 7.4 million euros to AvH’s group result, excluding capital gains. The contribution is encumbered by the non-recurring results of Hertel. Please refer to the separate ‘2012 Key Figures’ enclosure that provides more clarification of the key participations and/or results.

The positive contribution of the development capital participations (7.4 million euros) less the contributions of Sofinim (-1.3 million euros) further enhanced by realised capital gains (22.7 million euros), brought the total contribution of the Development Capital segment to 28.9 million euros.

Sofinim sold two participations in 2012. At the end of the first quarter, it sold its 60% stake in Alural Belgium to co-shareholder Reynaers group. AvH realized a capital gain of 0.7 million euros on this transaction. In September, Sofinim sold its interest in AR Metallizing (63% fully diluted) to H.I.G. European Capital Partners and the management of the company. AvH realized a capital gain of 20.6 million euros on this transaction. Additionally, the interest in Atenor was slightly reduced from 12.01% to 11.77%, and a number of smaller portfolio companies were liquidated.

The investments in 2012 were limited to follow-up investments, primarily in Hertel to the amount of 26.1 million euros. A number of shareholder loans were capitalized, and the stake in Egemin increased by 1.34% to 60.86%.

As at December 31, 2012 the Development Capital segment had 504.4 million euros shareholders’ equity (including minority interests for 121.3 million euros). This includes the share of participations Groupe Flo and Trasys Group (held through GIB) for an amount of 38.0 million euros.

On the basis of the stock prices as at December 31, 2012, the market value of Atenor exceeds the value at which this participation is recorded in the balance sheet at December 31, 2012 by 6.2 million euros. The book value of the interest in Groupe Flo, however, shows an (unrealised) capital loss of 29.5 million euros based upon the stock price at the end of 2012.

5. Available for sale financial assets

(€ 1,000) Available for sale financial assets - financial year 2011

Financial fixed assets

Investments

Available for sale financial assets: opening balance at fair value 23,336 478,884

Available for sale financial assets - carrying amount 23,255 467,149

Available for sale financial assets - adjustment to fair value 81 11,734

Additions 6,634 719,372

Additions through business combinations 248,156

Actuarial return -5,505

Disposals (-) -7,945 -770,641

Increase (decrease) through changes in fair value 11,925 -4,400

Impairment losses recognized in the income statement (-) -58 -9,711

Transfer from (to) other items 15,584 -15,644

Other increase (decrease) 97

Available for sale financial assets: ending balance at fair value 49,572 640,511


Available for sale financial assets - adjustment to fair value 15,191 2,850

(€ 1,000) Shareholders %(1) Fair value change Cash income Total Group share 2012

Group share2011

AR Metallizing (sold in Q3 2012) 1,736 1,736 1,285 2,678

Alural Belgium (sold in Q1 2012) -180

Atenor 11.77% -99 1,210 1,111 822 1,006

Axe Investments 48.34% 579 579 428 -169

Amsteldijk Beheer 50.00% -385 400 16 11 151

De Steeg (liquidated) -46

Distriplus 50.00% 1,330 1,330 984 5

Egemin International 60.86% 901 312 1,212 897 1,395

Euro Media Group 22.17% 4,744 4,744 3,510 -481

Hertel Holding 46.55% -15,752 -15,752 -11,656 -9,214

Idoc (liquidated) -115

Manuchar 30.00% 425 597 1,022 756 522

NMC 30.59% 1,997 1,085 3,082 2,280 1,803

Spano Invest 72.92% 3,784 3,784 2,800 4,079

Mediacore (Corelio) 49.99% -1,564 747 -816 -604 1,608

Turbo’s Hoet Groep 50.00% 2,794 1,250 4,044 2,992 3,279

Kraantechniek (being liquidated) 33.33% 0 -46

Contributions Sofinim participations 488 5,601 6,089 4,506 6,274

Financière Flo - Groupe Flo (equity method) 33.00% 2,108 2,688

Trasys Group (equity method) 41.94% 800 410Contributions development capital participa-tions(2) 7,414 9,372

(1) Shareholders % on Sofinim level (74% AvH)(2) See separate enclosure ‘Key figures 2012’

153

The breakdown per segment of the fair value of the investments is as follows: Fair value

Private Banking (mainly Bank J.Van Breda & C°) 508,259

AvH & subholdings 20,014

Real Estate, Leisure & Senior Care 304

Marine Engineering & Infrastructure 0

Energy & Resources 0

Development Capital 0

528,577

Credit risk of the investment portfolio


The risk profile of the investment portfolio has for years now deliberately been kept very low. Bank J.Van Breda & C° only invests in bonds, 100% of which are issued by the following European governments: Germany, The Netherlands, Belgium, Austria, Luxembourg, Sweden and Finland. There are no bonds from France, Greece, Italy, Portugal, Ireland or Spain in the portfolio. ABK, which boasts an exceptionally solid solvency position, invests its substantial surplus equity in a more diversified portfolio.

The investment framework that is submitted annually for the approval of the board of directors of Bank J.Van Breda determines where investments can be made and the limits that apply. The following table shows the composition of the consolidated investment portfolio by rating and maturity.

Composition of the investment portfolio 31/12/2012

Rating (Moody’s) Remaining duration

Government bonds Aaa 29.9% 2013 20.8%

Government bonds Aa1 and Aa2 16.4% 2014 20.2%

Government bonds Aa3 35.9% 2015 21.1%

Corporate bonds 14.5% 2016 20.1%

Financial bonds 2.1% 2017 9.4%

Stocks and other 1.2% 2018-2020 5.7%

indefinite 2.7%

(€ 1,000) Available for sale financial assets - financial year 2012

Financial fixed assets

Investments

Available for sale financial assets: opening balance at fair value 49,572 640,511



Additions 12,110 587,190

Actuarial return -6,981

Disposals (-) -2,171 -714,408

Increase (decrease) through changes in fair value 4,039 22,379

Impairment losses recognized in the income statement (-) -2,292

Transfer from (to) other items -31 2,543

Other increase (decrease) -365

Available for sale financial assets: ending balance at fair value 63,518 528,577



The ‘Financial fixed assets available for sale’ mainly contain the participations of AvH & subholdings in Belfimas, Koffie F. Rombouts, and Tikehau SS Fund Ltd, as well as the interest of Leas-invest Real Estate in the Retail Estates real estate investment trust.

In 2012, Leasinvest Real Estate increased its participation in Retail Estates from 7.39% at year-end 2011 to 10.03%.

The disposals primarily concern AvH & subholdings, the main ones being a further decrease of the interest in Koffie F. Rombouts (to 12%) and a capital reduction at Tikehau SS Fund.

The appreciation of the Retail Estates and Belfimas shares accounts for the increase in fair value by 4 million euros.

The investments consist of: Number of shares Fair value

Investments portfolio Bank J.Van Breda & C° (of which 502 million euros high quality bonds) 508,229

Hermes Universal Medium 142,000 12,810

Ageas 2,782,844 6,182

KBC 20,000 523

Other 833

528,577

The additions and disposals are largely attributable to Bank J.Van Breda & C°, and were realized as part of its Asset & Liability management.

The investment portfolio of ABK (subsidiary of Bank J.Van Breda & C°) contained a number of closed-end real estate investment funds and shares of which the market price was below the level of the opening balance at the time of acquisition (1 June 2011). An impairment was recognized on this to the amount of 2.3 million euros. Part of this portfolio was sold in the course of 2012.

154

Credit riskThe credit portfolio of Bank J.Van Breda & C° is very widely spread throughout the well-known customer base of local entrepreneurs and liberal professions, along with the individuals andself-employed clients of ABK. 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 moni-tored in its own specific way. The board of directors of Bank J.Van Breda periodically receives a report on credit facilities in the highest risk category, ‘uncertain development’.

In the context of Basel II, Bank J.Van Breda & C° and its subsidiary ABK have 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. Impairments are entered in the accounts for credit facilities in the highest risk category ‘uncertain development’ and debts that become doubtful.

Not expired Expired < 30 d

30 d < expired

< 60 d

60 d < expired < 120 d

120 d < expired

Doubtful

(€ 1,000) Total

Expiry date balance sheet 2011Domestic credit institutions 66,074 66,074

Foreign credit institutions 14,686 14,686

Total credit institutions 80,760 80,760 0 0 0 0 0

Bills and own acceptances 1,143 1,143

Investment credits and financing 1,884,181 1,819,756 28,324 7,923 1,799 16,412 9,967

Mortgage loans 634,120 621,891 10,127 634 411 1,057

Operating appropriations 375,871 357,261 12,213 1,627 1,672 2,412 686

Other 26,643 26,643

Total clients 2,921,958 2,826,694 50,664 10,184 3,882 18,824 11,710

Not expired Expired < 30 d

30 d < expired

< 60 d

60 d < expired < 120 d

120 d < expired

Doubtful

(€ 1,000) Total

Expiry date balance sheet 2012Domestic credit institutions 37,843 37,843

Foreign credit institutions 28,518 28,518

Total credit institutions 66,361 66,361 0 0 0 0 0

Bills and own acceptances 287 287

Investment credits and financing 1,976,626 1,899,072 35,483 8,934 8,170 12,257 12,710

Mortgage loans 778,889 759,380 13,424 5,100 548 437

Operating appropriations 365,202 344,785 12,651 3,172 2,118 1,900 576

Other 38,579 38,579

Total clients 3,159,583 3,042,103 61,558 17,206 10,836 14,157 13,723

Note 12: banks - receivables from credit institutions and clients


I. Claims on credit institutions 2012 2011 2012 2011

Domestic credit institutions 37,854 66,083 37,843 66,074

Foreign credit institutions 28,518 14,686 28,518 14,686

Total credit institutions 66,372 80,769 66,361 80,760

II. Loans and advances to clients 2012 2011 2012 2011

Bills and own acceptances 290 1,153 287 1,143

Investment credits and financing 2,173,074 2,037,171 1,972,921 1,882,153

Fair value adjustment of hedged loans (FV hedge) 3,705 2,028 3,705 2,028

Mortgage loans 872,312 684,100 778,889 634,120

Operating appropriations 365,127 372,822 365,202 375,871

Other 38,071 26,137 38,579 26,643

Total clients 3,452,579 3,123,411 3,159,583 2,921,958

TOTAL RECEIVABLES FROM CREDIT INSTITUTIONS AND CLIENTS 3,518,951 3,204,180 3,225,944 3,002,718

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 grouped 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 at Bank J.Van Breda and self-employed clients of ABK. The many entrepreneurs and practitioners of liberal professions who

have become clients in previous 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 strong performance of the bank explains the significant increase of loans to and advances to clients.

155

Note 13: inventories and construction contracts(€ 1,000) 2012 2011

I. Inventories, net amount 19,451 19,206

Gross carrying amount 19,597 19,299

Raw materials and consumables 2,158 2,019

Goods purchased for sale 1 1

Immovable property acquired or constructed for resale 17,438 17,279

Depreciation and impairments (-) -145 -93

Impairment on inventory through income statement during the financial year -90 -10

Impairment on inventory reversed in the income statement during the financial year 0 0

II. Construction contracts

Amounts due from (to) customers under construction contracts, net 22,621 16,309

Amounts due from customers under construction contracts 26,475 28,542

Amounts due to customers under construction contracts (-) -3,854 -12,234

Revenue from construction contracts 179,819 121,746

Construction contracts on closing date

Amount of contract costs incurred and recognized profits less losses -196,807 -194,059

Amount of contract revenue 174,186 177,750

Amounts withheld 1,722 0

The immovable property acquired or constructed for resale comes from the segment ‘Real Estate, Leisure & Senior Care’. It consists of the land portfolio of Extensa which is recorded at acquisition cost.

The construction contracts of Algemene Aannemingen Van Laere and Extensa are valued according to the ‘Percentage of Completion’-method, whereby results are recognized in accordance with the progress of the work. Expected losses are immediately recognized as an expense though. The ‘Amounts withheld’ heading only contains the construction sites still ongoing at the year-end close.

The progress of the work is defined based on the expenditures versus the estimated cost price of the entire project.

Note 14: lease

(€ 1,000) I. Lessor - finance lease

< 1 year 1 year < < 5 years

> 5 years Total 2012



Remaining term Remaining term

Total gross investment 45,083 100,989 45,035 191,107 42,838 86,562 7,156 136,555

Present value of minimum lease payment receivables 37,870 87,601 23,439 148,910 36,942 79,142 6,104 122,188

Unearned finance income 42,198 14,367

Accumulated allowance for uncollectible minimum lease payments 4,153 4,887

Lease debtors 2,850 2,850 2,400 2,400

(€ 1,000) II. Lessor - operating lease






Future minimum lease payments under non-cancellable operating leases 678 109 787 709 777 6 1,491

Bank J.Van Breda & C° is active in the sector of car finance and finance leasing of cars via its subsidiary Van Breda Car Finance. Extensa also has a limited number of real-estate leases in its portfolio and the long-term lease of the State Archives building in Bruges to the Public Buildings Agency is contained in this balance sheet item (see Note 9: Investment property).

(€ 1,000) III. Lessee - finance lease






Minimum lease payments payable - gross 26 34 60 26 59 1 87

Minimum lease payments payable - interest (-) -3 -3 -5 -4 -8

Present value of minimum lease payments payable 24 34 57 21 56 1 78

Lease-payments payable for each class of tangible assets:Plant, machinery and equipment 57 78

156

Note 14: lease (continued)

(€ 1,000) IV. Lessee- operating lease





Future minimum lease payments under non-cancellable operating leases 22 4 26 32 29 62

Contingent rents recognized in the income statement 2,399 2,108

The lease debts are reported in the ‘Note 16: financial debts’.

Note 15: provisions

Warranty provisions

Legal proceeding provisions

Environmental provisions

Provisions for restructuring

Provisions for con-tractual obligations

Other provisions

(€ 1,000) Total

Provisions - financial year 2011Provisions, opening balance 3,150 149 99 0 0 2,083 5,481

Additional provisions 3 171 174

Increase of existing provisions 1 1

Amounts of provisions used (-) -1,150 -55 -1,205

Reversal of unused amounts of provisions (-) -500 -25 -167 -692

Transfer from (to) other items 788 788

Provisions, ending balance 1,500 73 99 0 0 2,875 4,547

Provisions - financial year 2012Provisions, opening balance 1,500 73 99 0 0 2,875 4,547

Additional provisions 250 250

Increase of existing provisions 44 355 399

Additions through business combinations 8 60 68

Amounts of provisions used (-) -139 -139

Reversal of unused amounts of provisions (-) -1,500 -3 -126 -1,629

Transfer from (to) other items 1,056 1,056

Provisions, ending balance 0 122 99 60 250 4,021 4,552

Note 16: financial debts

(€ 1,000) I. Financial debts






Bank loans 131,958 254,539 30,255 416,753 65,927 191,531 33,210 290,668

Subordinated loans 4,759 30,309 51,676 86,744 8,423 27,018 57,885 93,326

Finance leases 24 33 57 22 56 1 79

Other financial debts 139,829 207 140,035 144,509 1,000 194 145,703

Total 276,570 284,882 82,138 643,589 218,881 219,605 91,290 529,777

Liquidity risk

The financial debts, after intercompany elimination, relate to the following segments:

ST LT

Marine Engineering & Infrastructure 3,882 16,246

Private Banking 4,759 80,795

Real Estate, Leisure & Senior Care 228,850 269,960

Energy & Resources 0 0

Development Capital 0 0

AvH & subholdings 39,079 19

Intercompany

276,570 367,019

157

The debts incurred by NMP to finance the construction of the pipelines (10.4 million euros) account for most of the financial debts of the ‘Marine Engineering & Infrastructure’ segment. The entire capital and interest charges are passed on to the pipeline user when the pipelines are made available to third parties. Following the sale of the State Archives building in Bruges to Leasinvest Real Estate, Van Laere was able to settle part of its financial debts. About half of the balance relates to the car park “Centrumparking Langestraat” under the State Archives.

The ‘Private Banking’ financial debts only include the subordinated loans from Bank J.Van Breda & C°. The specific banking debts are reported in Note 17.

Leasinvest Real Estate and Extensa Group have the necessary long term credit facilities and backup lines for their commercial paper 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 average duration at Leasinvest Real Estate was 2.64 years at the 2012 year-end compared to 3.47 years at the end of 2011. However, as a result of additional loans taken out at the beginning of 2013, the average duration increased again to 3.37 years.

Practically all of the ‘AvH & 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 91.9 million 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 amounts are of course eliminated in consolidation.

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

(€ 1,000) 2012 2011

Bank loans 120,574 111,989

Other financial debts 26,208 33,187

Total 146,783 145,175

Note 17: banks - debts to credit institutions, clients and securities(€ 1,000) Fair value Book value

I. Debts to credit institutions 2012 2011 2012 2011

Current accounts / overnight deposits 2,032 1,177 2,032 1,177

Deposits with agreed maturity 8,781 8,630 8,488 8,312

Other deposits 58,115 3,309 58,115 3,307

Total 68,928 13,116 68,635 12,796

II. Debts to clients 2012 2011(1) 2012 2011

Current accounts / overnight deposits 1,313,858 1,182,778 1,313,858 1,182,778

Deposits with agreed maturity 1,175,331 1,364,780 1,121,360 1,336,014

Other deposits

- special deposits 38,294 33,570 38,294 33,570

- regulated deposits 779,580 728,042 779,580 728,042

- other deposits 56,199 44,821 56,199 44,822

- deposit guarantee system 728 1,103 728 1,103

Total 3,363,990 3,355,094 3,310,019 3,326,329

III. Securities including bonds 2012 2011 2012 2011

Certificates of deposits 9,168 12,265 8,998 11,992

Customer saving certificates 457 9,748 444 9,607

Non-convertible securities 8,908 8,718 8,722 8,470

Total 18,533 30,731 18,164 30,069

TOTAL DEBTS TO CREDIT INSTITUTIONS, CLIENTS AND SECURITIES 3,451,451 3,398,941 3,396,818 3,369,194

(1) In the item “Debts to clients”, the fair values of deposits for the 2011 financial year were adjusted (+37 million euros). The figure published in the 2011 annual report was wrongly based on internal assumptions of Bank J.Van Breda & C° regarding the callability of deposits. Since deposits are, in theory, callable at sight, IFRS 9 stipulates that the fair value of the deposits does not differ from their carrying value.

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 grouped for maximum transparency of the balance sheet.

The external institutional funding (inter-bank + securities invested with institutional investors) involves less than 2% of the balance sheet total of Bank J.Van Breda. The principal source of financing is the bank’s clientele: many thousands of local entrepreneurs and liberal professions use Bank J.Van Breda & C° for their investments and daily operations. This also goes for the self-employed and individual clients at ABK. This gives the bank a stable source of funding, where the volumes are spread over a large group of clients.

As a result of a 20% growth in deposits over 2011, the bank had substantial surplus cash at year-end 2011 which was placed with the National Bank of Belgium. These cash surpluses were used in the course of 2012 to finance the growth of the credit portfolio, so that receivables with central banks returned to normal levels.

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. For its liquidity management, the bank uses, among other things, liquidity gap reports, ratio analysis 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 NBB (National Bank of Belgium) stress test ratios are also monitored mothly. The bank is well within NBB standards.

158

In the below table the assets and liabilities are grouped by maturity period.

Liquidity gap

(€ mio) ≤ 1 month 1-3 months 3-12 months 1-5 years 5-10 years > 10 years

31/12/2012

Assets 453 72 536 1,746 674 553

Liabilities 921 318 565 1,593 140 643

Gap -468 -246 -29 +153 +534 -90

31/12/2011

Assets 574 170 557 1,589 635 515

Liabilities 862 396 664 1,414 92 689

Gap -288 -226 -107 +175 +543 -174

The table above takes the internal assumptions on the stability of balances for products without maturity date (e.g. current and savings accounts) into account.

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.

Note 18: financial instruments

Interest rate risk Bank J.Van Breda & C°The bank adopts a cautious policy towards interest rate risk, well within the standards set by the NBB (National Bank of Belgium). In areas where the durations of assets and liabilities are insufficiently matched, the bank uses hedging instruments to correct the balance. This is done with a combination of interest rate swaps (which convert variable interest rate commitments into fixed ratecommitments) and options (which provide protection against a rise in interest rates above given levels).

The bank also carries out extensive interest gap analysis and a scenario analysis that takes account of changing market conditions, enabling the impact of stress scenarios to be analysed. Both earnings sensitivity as equity value sensitivity are analysed. The interest rate risk is measured, among other things, using the Basis Point Value (BPV) methodology which shows the value change of the portfolio being analysed when confronted with an increase of the interest rates over the complete curve with x base points (typically 1, 10 or 100 base points).

In these analyses for both earnings sensitivity and equity value sensitivity the NBB (National Bank of Belgium) assumptions for products without maturity are being used. These assumptions and methods used have not changed in comparison with 2011.

(€ mio)Earnings

sensitivityEquity value sensitivity

Impact of an immediate increase of the yield curve with 100 base points (1%) on: 2012 2011

rate non-sensitive current accounts 60 monthsthe interest result (earnings sensitivity) -0.5 -0.4

rate sensitive current accounts 1 day

rate semi-sensitive current accounts 6 months 2 years the fair value of the equity (equity value sensitivity) (= BPV) -17.0 -13.9

regulated savings accounts 6 months 2 years

For the interest gap analysis both balance sheet and off balance sheet products are grouped together per period of maturity. In this way the mismatch structure of the bank becomes visible. As from 2012, the interest gap is calculated on the basis of the assumptions of earnings sensitivity instead of the assumptions of equity value sensitivity. As a result, rate semi-sensitive current accounts and regulated savings accounts are re-priced at six months instead of at two years.

(€ mio) ≤ 1 month 1-3 months 3-12 months 1-5 years 5-10 years > 10 years indefinite

31/12/2012

Assets 755 334 479 1,288 347 184 102

Liabilities 489 205 1,275 1,088 128 1 327

Gap 266 129 -796 200 219 183 -225

31/12/2011

Assets 855 390 710 1,416 355 149 84

Liabilities 489 266 429 2,389 108 10 286

Gap 366 124 281 -973 247 139 -202

Interest rate risk other fully consolidated participationsNMP is only to a limited extent 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.

At year-end 2012, approximately one quarter of the financial debts of the Van Laere group consisted of straight loans. Since these loans were taken out on a very short-term basis and do not involve continuous withdrawal, it was decided not to hedge the interest rate risk. The other financial debts are hedged against rising interest rates by financial instruments (interest rate swap, collar, cap), or loans were taken out at fixed interest rates.

The hedging policy of Leasinvest Real Estate is to ringfence the interest rate risks for approximately 75% of the financial debt for a period of 4-5 years and approximately 50% for the following 5 years. As Leasinvest Real Estate’s debt financing is based on a variable interest rate, there is a risk of an increase in financial costs if interest rates escalate. This interest rate risk is covered by financial instruments such as spot & forward interest rate collars and interest rate swaps. The expiration dates of the interest rate coverage fall between 2013 and 2023. The duration amounted to 5.43 years in 2012.

Extensa is aiming for a minimum coverage of 50% of the consolidated short-term floating credits. Therefore, cap options were bought in 2010 for a notional amount of 50 million euros over a 7 year period (2010-2017). The coverage remained unchanged in 2012.

Anima Care covers its interest rate risk by borrowing against a fixed interest rate to the maximum extent. At the end of 2012, the outstanding balance in loans with a variable interest rate represented 10.3% of the total financial debt.

Practically all financial debts of the Develoment Capital and AvH & subholdings segments correspond to the commercial paper (38.8 million euros at the end of 2012) issued by AvH. There is no remaining hedging contract at the end of 2012.

Sensitivity analysis for the interest rate riskIf Euribor rises by 1%, this will mean an interest charge increase of 0.7 million euros (Extensa), 1.1 million euros (Leasinvest Real Estate), 0.02 million euros (Anima Care) and 0.4 million euros (AvH & subholdings). However, this does not take into account the impact we would observe on the assets. At Van Laere the impact is virtually zero due to hedging or fixed interest rates.

159

Note 18: financial instruments (continued)

(€ 1,000) Portfolio hedge of interest rate risk

Notional amount 2012

Book value 2012

Notional amount 2011

Book value 2011

Assets

Fair value hedges

Cash flow hedges 2,063 1 36,750 85

< 1 year

> 1 year 1 85

Liabilities

Fair value hedges 296,169 10,687 168,273 2,036

Cash flow hedges 451,607 24,624 565,817 22,043

< 1 year 2,914 1,919

> 1 year 32,397 22,160

(€ 1,000) Fair value adjustments in hedge accounting

Profit 2012 Loss 2012 Profit 2011 Loss 2011

Fair value hedge of interest rate risk

Change in fair value of hedged position 1,098 1,381

Fair value changes of the hedging instruments -1,139 -1,352

Phased taking into result of initial fair value of the hedged position 579 501

Cash flow hedge of interest rate risk

Fair value changes of the hedging instruments - ineffective portion 135 306

Taking into result of the initial net asset value of hedging instrumentsaccording to the expected cash flow pattern as from the start -8 -7

Accounted in shareholders'

equity

Loss 2012 Accounted in shareholders'

equity

Loss 2011

Fair value changes of the hedging instruments - effective portion -10,539 -7,556

Discontinuation of cash flow hedging -3,091 -292

Derivative financial assets held for trading

(€ 1,000)

By nature By type Book value Notional amount Book value Notional amount

Assets 2012

Liabilities 2012

To receive (assets) 2012

To deliver (liabilities) 2012

Assets 2011

Liabilities 2011

To receive (assets) 2011

To deliver (liabilities) 2011

Interest Option 12 3,577 130,482 78 121,553

Cap/Floor/Collar 647 280,000 1,946 3,008 280,000

IRS 684 2,745 55,000 126,454 1,365 2,523 65,000 100,000

FRA

Others 2,520 2,065 3,353 4,367

Shares Equity option 1,603 7,043 1,576 1,970 7,158 8,946

Others

Currency (FX) FX forward 558 2,037 21,842 8,946 715 983 18,467 21,279

FX option 604 22,020

Total 6,024 8,963 496,432 157,420 9,033 8,484 496,545 130,225

< 1 year 2,309 3,579 1,812 1,295

> 1 year 1,195 5,384 3,868 7,190

Bonds in trading 2,520 3,353

Shares in trading 0 0

This item comprises the derivative instruments, used by Bank J.Van Breda & C°, Extensa Group and Leasinvest Real Estate, which do not correspond to the criteria for hedging.

160

Note 19: taxes

I. Recognized deferred tax assets and liabilities(€ 1,000) Assets 2012 Liabilities 2012 NET 2012 Assets 2011 Liabilities 2011 NET 2011

Intangible assets 1,161 -1,161 -771 348 -1,119

Tangible assets -196 4,601 -4,797 -16 5,202 -5,218

Investment property 452 -452 1,139 -1,139

Financial fixed assets 17 -17

Financial derivative instruments -3,416 3,416 4,682 173 4,509

Inventory and construction contracts 3,308 -3,308 3,207 -3,207

Non-current receivables 670 -670 695 -695

Investments -3,784 2,496 -6,280 -1,807 -333 -1,474

Other assets 969 -969 1,094 -1,094

Provisions 1,556 242 1,314 1,875 222 1,653

Pension liabilities 349 166 183 627 154 473

Capital grants 400 -400 -409 -409

Other liabilities 3,098 -3,098 128 42,148 -42,021

Tax losses 23,601 -3,831 27,432 9,259 -2,237 11,496

Tax credits 2,661 2,661 2,660 2,660

Total 24,187 10,332 13,855 16,228 51,812 -35,584

The evolution of the net deferred tax assets and liabilities is mainly attributable to the evolution of deferred taxes on revaluation reserves ‘Financial assets available for sale’, ‘Financial derivatives’ and tax losses. 2012 saw the enactment of a law allowing members of Beroepskrediet to exit from that network, subject to payment of an extraordinary contribution to the Treasury. ABK made use of this facility in December 2012 against payment of a one-off contribution of 60.1 million euros. On balance, the impact of this charge on the consolidated results remains limited due to the write-back of the deferred tax that had already been constituted for that purpose in 2011 to the amount of 39.2 million euros, as well as the constitution of a deferred tax asset in the financial statements of 2012.

II. Unrecognized deferred tax assets

Unrecognized receivables following tax losses 11,790 11,790 8,791 8,791

Other unrecognized deferred tax assets (*) 23,467 23,467 23,696 23,696

Total 35,257 35,257 32,487 32,487

(*) 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 income surplus are not mentioned in this overview.

III. Current and deferred tax expenses (income) 2012 2011

Current income tax expense, net

Current period tax expense -14,935 -11,913

Adjustments to current tax of prior periods 2,682 48

Total -12,253 -11,865

Deferred taxes, net

Origination and reversal of temporary differences 334 1,784

Additions (use) of tax losses 15,199 129

Other deferred taxes 39,211

Total 54,743 1,913

Total current and deferred tax expenses (income) 42,491 -9,952

IV. Reconciliation of statutory tax to effective tax

Profit (loss) before taxes 167,854 224,328

Profit (loss) of participations accounted for using the equity method (-) -134,735 -136,884

Profit (loss) before taxes, excluding result from participations accounted for using the equity method 33,119 87,444

Statutory tax rate (%) 33.99% 33.99%

Tax expense using the statutory tax rate -11,257 -29,722

Tax effect of rates in other jurisdictions -290 503

Tax effect of tax-exempt revenues 21,450 7,411

Tax effect of non-deductible expenses -4,394 -3,745

Tax effect of tax losses -3,361 -1,468

Tax effect from (under) or over provisions in prior periods -282 -258

Impact ABK (2012: reversal of provision, 2011: negative goodwill tax exempt) 39,211 12,057

Other increase (decrease) 1,412 5,270

Tax expense using the effective tax rate 42,491 -9,952

Profit (loss) before taxes 167,854 224,328

Profit (loss) of participations accounted for using the equity method (-) -134,735 -136,884

Profit (loss) before taxes, excluding result from participations accounted for using the equity method 33.119 87.444

Effective tax rate (%) -128.30% 11.38%

The taxes item only relates to the taxes of the fully consolidated participations. A significant portion of the consolidated result of AvH is realised at the level of companies recognisedusing the equity method. Because the contribution from these participations is summarised on one line, the tax expense for these companies is not visible in AvH’s consolidated accounts.

161

Note 20: share based payment

1. Equity settled stock option plan AvH as of 31 December 2012

Grant date Number options granted

Number options exercised

Number options expired

Balance Exercise price (€)

Exercise period

2004 32,500 -28,000 4,500 19.02 01/01/2008 - 26/01/2012 + 5y

2005 44,500 -14,000 30,500 27.08 01/01/2009 - 24/01/2013 + 5y

2006 46,000 -3,500 42,500 46.09 01/01/2010 - 03/01/2014 + 5y

2007 45,000 45,000 62.12 01/01/2011 - 08/01/2015 + 5y

2008 46,500 -2,000 44,500 66.05 01/01/2012 - 02/01/2016 + 5y

2009 49,500 -2,000 -2,000 45,500 37.02 01/01/2013 - 05/01/2017

2010 49,000 -2,000 47,000 52.05 01/01/2014 - 04/01/2018

2011 49,000 -2,500 46,500 60.81 01/01/2015 - 04/01/2019

2012 47,000 47,000 56.11 01/01/2016 - 03/01/2020

409,000 -47,500 -8,500 353,000

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 consult-ants 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. Within the limits of the Economic Recovery law of 27 March 2009, the company 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 2 November 2002 and 31 August 2008.

The fair value as of 31 December 2012 of the outstanding options of 2004-2012 amounts to 5.1 million euros and is calculated by an external party according to the Monte Carlo model of which the main components are:

Year of grant

Share price (€)

Dividend yield

Volatility Interest rate

Fair Value (€)

Estimated expected lifetime

Black & Scholes Value (€)

Beneficiaries turnover

2004 22.20 2.30% 28.09% 3.69% 7.10 6.10 7.67 1.33%

2005 28.06 1.92% 20.36% 3.16% 6.16 6.24 6.79 1.33%

2006 47.60 1.37% 18.10% 3.23% 10.22 5.95 11.94 1.33%

2007 66.90 1.35% 22.05% 4.04% 18.43 5.75 21.74 1.33%

2008 65.85 1.75% 20.24% 4.34% 14.84 5.90 17.78 1.33%

2009 37.02 2.66% 42.84% 3.39% 14.70 6.50 15.47 1.33%

2010 52.23 2.66% 34.34% 3.28% 16.74 7.29 16.53 1.33%

2011 63.80 2.26% 23.42% 2.82% 15.78 7.22 15.77 1.33%

2012 58.99 3.26% 31.65% 2.14% 15.82 7.40 15.13 1.33%

In 2012, 47,000 new stock options were granted with an exercise price of 56.11 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 (& subholdings) has a total of 355,500 treasury shares in portfolio.

2. Cash settled stock option and warrant plans at consolidated subsidiaries of AvH

The beneficiaries of the option plans of Van Laere, Delen Private Bank, Bank J.Van Breda & C°, BDM, ASCO and Anima Care 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 regranting 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 31 December 2012 amounts to 5.3 million euros.

3. Treasury shares

As part of AvH’s aforementioned stock option plan, 13,500 treasury shares were sold in 2012 as a result of the exercises that occurred in 2012. The total number of treasury shares (owned by AvH & subholdings) as of the end of December 2012 was 355,500.

162

Note 21: rights and commitments not reflected in the balance sheet(€ 1,000) 2012 2011

Amount of personal guarantees, given or irrevocably promised by the enterprises included in the consolidation, as security for third parties’ debts or commitments 107,611 97,120

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 193,479 87,700

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 13,221 12,780

Commitments to acquire fixed assets 20,710 51,503

Commitments to dispose of fixed assets 220,576 230,875

Rights and commitments not reflected in the balance sheet of banks (Bank J.Van Breda & C°)

- Loan commitments 307,407 306,686

- Financial guarantees 53,749 52,789

- Repo transactions + collateral 140,290 90,290

The personal guarantees in 2012 are represented by 31.0 million euros in guarantees for Extensa real estate projects and 40.0 million euros in guarantees for construction sites of Algemene Aannemingen Van Laere. The balance of 36.6 million euros concerns guarantees entered into by AvH & subholdings (including development capital) relating to the sale of participations. The real guarantees concern 34.0 million euros in guarantees put up by Extensa in relation to its activities in land and real estate development. In addition, there are 74.0 million euros in guarantees from Anima Care for real estate financing and 10.4 million euros from NMP in pledge for transport agreements. The balance is for guarantees from Algemene Aannemingen Van Laere (17.8 million euros) and AvH & subholdings (pledging of Hertel shares for 57.3 million euros). The subcontractors of Algemene Aannemingen Van Laere have provided guarantees totalling 13.2 million euros. The commitments to acquire fixed assets concern among others options as part of stock option plans with AvH & subholdings (including development capital and private banking) or options as part of shareholders’ agreements within development capital. The commiments to dispose of fixed assets are for call options on the assets of AvH & subholdings (including development capital) for the amount of 172.1 million euros. The agreed purchase options on lease contracts and on investment property for Extensa group and Leasinvest Real Estate explain the remaining 48.4 million euros.

Note 22: employment

I. Average number of persons employed 2012 2011

Employees and management personnel 865 815

Workers 407 408

II. Personnel charges

(€ 1,000) 2012 2011

Remuneration and social charges -79,865 -71,729

Pension expenses (defined contribution and defined benefit plans) -2,414 -2,671

Share based payment -2,617 -1,590

Total -84,895 -75,990

The acquisitions of three residential care centres by Anima Care explains the increase in the workforce. At the headquarters of Ackermans & van Haaren 31 persons are employed.

Note 23: pension liabilities(€ 1,000) 2012 2011

Defined benefit pension plans 1,222 2,066

Other pension obligations (early retirement) 2,011 1,871

Total pension obligations 3,233 3,937

Total pension assets 683 675

I, Defined benefit pension plans 2012 2011

1. Components of defined benefit plan assets and liabilities

Net funded defined benefit plan obligation (asset) 979 1,291

Present value of wholly or partially funded obligation 7,458 7,336

Fair value of plan assets (-) -6,479 -6,044

Unrecognized actuarial gains (losses) -439 100

Defined benefit plan obligation (asset), total 539 1,391

Liabilities 1,222 2,066

Assets (-) -683 -675

163

(€ 1,000) 2012 2011

2. Expense recognized in the income statement -359 278

Current service cost 341 258

Interest cost 345 242

Expected return on plan assets (-) -264 -210

Net actuarial (gain) loss -5 -9

Other -777 -2

3. Movements in defined benefit plan obligations (asset)

Defined benefit plan obligation, opening balance 1,391 -355

Contributions paid (-) -492 -239

Expense recognized 416 278

Increase through business combinations 1,707

Other increase (decrease) -775

Defined benefit plan obligation, closing balance 539 1,391

4. Principal actuarial assumptions

Discount rate used 1.5%-4% 4.50-5.00%

Expected return on plan assets 3.75%-4.75% 3.75%-4.75%

Expected rate of salary increase 2.00%-5% 2.00%-3.50%

Medical cost trend rate 2.00% 2.00%

II. Defined contribution pension plansTotal charges recognized in the income statement -3,097 -2,748

The defined benefit plans concern mainly the plans of AvH and subholdings and the by Bank J.Van Breda & C° acquired ABK. Insurers underwrite these plans in the framework of class 21 (non-unit-linked life insurance policies with rate guarantees).

Note 24: discontinued operations

There were no discontinued operations.

Note 25: related parties(€ 1,000) Financial year 2012 Financial year 2011

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I. Assets with related parties

Financial fixed assets 5,980 39,581 0 0 45,561 11,111 48,105 0 0 59,216

Receivables and warranties: gross amount 5,980 39,581 45,561 11,111 48,105 59,216

Amounts receivable 49,236 150 113 0 49,499 39,986 2,001 452 0 42,439

Trade debtors 2,272 2,272 617 617

Other receivables: gross amount 46,964 150 113 47,227 39,370 2,001 452 41,822

Other receivables: impairment 0 0

Banks - receivables from credit institutions & clients 3,609 0 2,629 0 6,238 4,062 0 2,345 0 6,407

Deferred charges & accrued income 1,559 1,133 61 0 2,753 1,565 1,386 69 0 3,021

TOTAL 60,384 40,865 2,803 0 104,051 56,724 51,493 2,866 0 111,083

II. Liabilities with related parties

Financial debts 3,848 0 0 0 3,848 4,300 0 0 0 4,300

Subordinated loans 0 0

Other financial debts 3,848 3,848 4,300 4,300

Other debts 4,892 2,500 0 0 7,392 2,123 2,500 0 0 4,623

Trade payables 1,189 1,189 0

Other amounts payable 3,703 2,500 6,203 2,123 2,500 4,623

Banks - debts to credit institutions, clients & securities 2,290 0 1,385 0 3,675 1,192 0 1,285 0 2,477

Accrued charges and deferred income 47 154 442 0 642 75 1 225 0 302

TOTAL 11,076 2,654 1,827 0 15,557 7,691 2,501 1,510 0 11,702

164

Note 25: related parties (continued)(€ 1,000) Financial year 2012 Financial year 2011

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III. Transactions with related parties

Revenue 19,658 50 71 3 19,782 13,334 50 74 3 13,461

Rendering of services 1,229 50 3 1,282 1,680 50 3 1,733

Real estate revenue 333 333

Interest income of banking activities 144 71 215 593 74 667

Commissions receivable of banking activities 13,054 13,054 11,047 11,047

Revenue from construction contracts 4,898 4,898 0

Other operating revenue 0 13 13

Other operating income 452 7,709 198 400 8,759 558 10,562 138 377 11,636

Interest on financial fixed assets - receivables 444 2,013 2,457 551 2,318 2,869

Dividends 5,601 197 400 6,197 8,139 138 377 8,654

Other operating income 8 96 1 105 8 105 1 113

Operating expenses (-) -35 0 -3,882 0 -3,917 -1,868 0 -3,791 0 -5,659

Interest expenses Bank J.Van Breda & C° (-) -1 -26 -27 -1,835 -23 -1,858

Impairment losses (-) 0 0

Other operating expenses (-) -34 -3,856 -3,890 -33 -3,768 -3,801

Finance income 2,030 61 4 0 2,095 1,678 152 2 0 1,832

Interest income 2,030 61 4 2,095 1,678 152 2 1,832

Finance costs (-) -143 -153 0 0 -296 -225 0 0 0 -225

Interest expenses -143 -153 -296 -225 -225

IV. Remuneration 2012 2011

Remuneration of the directors

Tantièmes at the expense of AvH 278 278

Remuneration of the members of the executive committee

Fixed remuneration 2,311 2,216

Variable remuneration 1,560 1,559

Share based payment 212 212

Group and hospitalisation insurance 340 330

Benefits in kind (company car) 45 18

The loans that AvH (and subholdings) and Sofinim have granted to participations that are not fully consolidated are included in the table on page 163. Specifically, these are financing loans granted to participations incorporated using the equity method and to the Development Capital participations at fair value, of which the most significant are loans to Hertel, Distriplus, Spano Invest and Amsteldijk Beheer. The interest rate charged for these intra-group loans is at arm’s length. The same applies for financing loans that Extensa grants to its equity-method subsidiaries.

Through the full consolidation of Bank J.Van Breda & C° and the inclusion of Delen Investments using the equity method, the deposits of Delen Private Bank at Bank J.Van Breda & C° totalling 2.0 million euros are reported as a debt of Bank J.Van Breda & C° to a related party. The loan of 3.6 million euros that Bank J.Van Breda & C° granted to Anima Care in the context of its activities in residential care centres is included in both the receivables and the payables to related parties. The construction work carried out by Van Laere for Anima Care (retirement home in Blegny), Delen Private Bank (renovation of office in Ghent) and Building Green One (Tour & Taxis) is contained in the item “Revenue from construction contracts”.

165

V. The auditor Ernst & Young received following fees related to:

AvH Subsidiaries(1) AvH Subsidiaries(1)

(€ 1,000) Total 2012 Total 2011

The statutory mandate 43 691 735 44 733 777

Special missions

- other control missions 6 20 25 6 10 17

- tax advice 18(2) 249 267 9 210 219

- other missions than statutory 87 87 16 16

Total 67 1,046 1,113 60 969 1,029

(1) Including jointly controlled subsidiaries accounted for using the equity method.(2) An additional fee of 17,980 euros (excluding VAT) was paid to Ernst & Young Tax Consultants CV for tax advice.

Note 26: earnings per share

I. Continued and discontinued operations 2012 2011

Net consolidated profit, share of the group (€ 1,000) 167,469 177,506

Weighted average number of shares (1) 33,134,654 33,115,904

Basic earnings per share (€) 5.05 5.36

Net consolidated profit, share of the group (€ 1,000) 167,469 177,506


Impact stock options 51,892 74,487

Adjusted weighted average number of shares 33,186,546 33,190,391

Diluted earnings per share (€) 5.05 5.35

II. Continued activities 2012 2011

Net consolidated profit from continued activities, share of the group (€ 1,000) 167,469 177,506


Basic earnings per share (€) 5.05 5.36

Net consolidated profit from continued activities, share of the group (€ 1,000) 167,469 177,506


Impact stock options 51,892 74,487

Adjusted weighted average number of shares 33,186,546 33,190,391

Diluted earnings per share (€) 5.05 5.35(1) Based on number of shares issued, adjusted for treasury shares in portfolio.

Note 27: proposed and distributed dividends(€ 1,000) I. Determined and paid out during the year 2012 2011

Dividend on ordinary shares:

- final dividend 2011: 1.64 euros per share (2010: 1.55 euros per share) (1) -54,349 -51,330

II. Proposed for approval by the general meetingDividend on ordinary shares:

- final dividend 2012: 1.67 euros per share (1) -55,346

III. Dividend per share (€)Gross 1.6700 1.6400

Net 1.2525 1.2300

(1) Excluding dividend disbursement to treasury shares held by AvH & subholdings.

166

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 2012

In accordance with the legal requirements, we report to you on the

performance of our mandate of statutory auditor. This report in-

cludes our opinion on the consolidated financial statements for the

year ended December 31, 2012, as defined below, as well as our

report on other legal and regulatory requirements.

Report on the consolidated financial statements - Unqualified

opinion

We have audited the consolidated financial statements of Acker-

mans & van Haaren NV (‘the Company’) and its subsidiaries (jointly

‘the Group’) prepared in accordance with International Financial Re-

porting Standards (IFRS) as adopted by the European Union. These

consolidated financial statements comprise the consolidated balance

sheet as at December 31, 2012 and the consolidated statements of

income, cash flows, and changes in equity for the year then ended

and notes, comprising a summary of significant accounting policies

and other explanatory information. The total of the consolidated

balance sheet amounts to 6,759,483,(000) euros and the consoli-

dated statement of income shows a profit for the year (attributable

to the owners of the company) of 167,469,(000) euros.

Board of directors’ responsibility for the preparation of the

consolidated financial statements

The board of directors is responsible for the preparation and fair

presentation of these consolidated financial statements in accord-

ance with International Financial Reporting Standards as adopted

by the European Union, and for such internal control as the board

of directors determines, is necessary to enable the preparation of

consolidated financial statements that are free from material mis-

statement, whether due to fraud or error.

Statutory auditor’s responsibility

Our responsibility is to express an opinion on these consolidated fi-

nancial statements based on our audit. We conducted our audit in

accordance with International Standards on Auditing. Those stand-

ards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free from material misstate-

ment.

An audit involves performing procedures to obtain audit evidence

about the amounts and disclosures in the consolidated financial

statements. The procedures selected depend on the statutory audi-

tor’s judgment, including the assessment of the risks of material mis-

statement of the consolidated financial statements, whether due to

fraud or error. In making those risk assessments, the statutory audi-

tor considers 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 effective-

ness of the group’s internal control. An audit also includes evaluating

the appropriateness of accounting policies used and the reasonable-

ness of accounting estimates made by the board of directors, as well

as evaluating the overall presentation of the consolidated financial

statements. We have obtained from the company and group’s offi-

cials and board of directors the explanations and information neces-

sary for performing our audit.

We believe that the audit evidence we have obtained is sufficient

and appropriate to provide a basis for our opinion.

Unqualified opinion

In our opinion, the consolidated financial statements give a true and

fair view of the group’s equity and consolidated financial position as

at December 31, 2012 and of its consolidated financial performance

and its consolidated cash flows for the year then ended in accord-

ance with International Financial Reporting Standards as adopted by

the European Union.

Report on other legal and regulatory requirements

The board of directors is responsible for the preparation and the con-

tent of the annual report on the consolidated financial statements.

In the framework of our mandate our responsibility is, in all mate-

rial aspects, to report our findings with respect to certain legal and

regulatory requirements. On this basis, we provide the following ad-

ditional comment which does not modify our opinion on the consoli-

dated financial statements:

• The annual report on the consolidated financial statements in-

cludes the information required by law, is consistent with the con-

solidated financial statements, and does not present any material

inconsistencies with the information that we became aware of dur-

ing the performance of our mandate.

Antwerp, 29 March 2013

Ernst & Young Bedrijfsrevisoren BCVBA

Statutory auditor

represented by

Christel Weymeersch Marnix Van DoorenPartner Partner

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168

Balance sheet(€ 1,000) Note 2012 2011 2010

Assets

Fixed assets 2,360,286 2,358,577 1,239,710

I. Formation expenses

II. Intangible assets 0 0 0

III. Tangible assets (1) 12,382 12,996 12,707

A. Land and buildings 8,378 8,713 9,048

C. Furniture and vehicles 1,324 1,487 749

D. Leasing and other similar rights 32 48 64

E. Other tangible assets 2,648 2,747 2,846

F. Assets under construction and advanced payments

IV. Financial assets (2) 2,347,905 2,345,581 1,227,003

A. Affiliated enterprises 2,166,225 2,162,156 1,186,038

1. Participating interests 2,163,151 2,151,592 1,172,627

2. Amounts receivable 3,073 10,565 13,411

B. Other enterprises linked by participating interests 172,417 172,417 24,482

1. Participating interests 172,417 172,417 24,482

2. Amounts receivable 0 0 0

C. Other financial assets 9,263 11,007 16,483

1. Shares 9,261 11,005 16,481

2. Amounts receivable and cash guarantees 2 2 2

Current assets 64,110 67,606 65,544

V. Amounts receivable after more than one year

A. Trade receivables

B. Other amounts receivable

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

VII. Amounts receivable within one year (3) 8,011 11,466 3,979

A. Trade receivables 3,282 2,721 1,652

B. Other amounts receivable 4,729 8,745 2,327

VIII. Investments 50,243 54,599 60,359

A. Treasury shares (4) 16,225 16,945 17,885

B. Other investments and deposits 34,018 37,654 42,474

IX. Cash at bank and in hand 5,530 958 493

X. Deferred charges and accrued income 326 583 713

TOTAL ASSETS 2,424,397 2,426,183 1,305,254

Statutory annual accountsIn 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]

169

Balance sheet(€ 1,000) Note 2012 2011 2010

Liabilities

Equity (5) 1,638,622 1,654,718 761,172

I. Capital 2,295 2,295 2,295

A. Issued capital 2,295 2,295 2,295

B. Uncalled capital (-)

II. Share premium account 111,612 111,612 111,612

III. Revaluation surplus

IV. Reserves 60,113 60,113 56,381

A. Legal reserve 248 248 248

B. Reserves not available for distribution 16,260 16,980 17,920

1. Own shares 16,225 16,945 17,886

2. Other 35 35 34

C. Untaxed reserves

D. Reserves available for distribution 43,605 42,885 38,213

V. Profit carried forward 1,464,602 1,480,698 590,884

Loss carried forward (-)

VI. Investment grants

Provisions and deferred taxation 157 314 0

VII. A. Provisions for liabilities and charges 157 314 0

1. Pensions and similar obligations 157 314 0

2. Taxation

3. Major repairs and maintenance

4. Other liabilities and charges

B. Deferred taxation

Creditors 785,618 771,150 544,082

VIII. Amounts payable after more than one year 19 34 51

A. Financial debts 19 34 51

B. Trade debts

C. Advances received on contracts in progress

D. Other amounts payable

IX. Amounts payable within one year 782,422 770,689 543,564

A. Current portion of amounts payable after more than one year 17 16 14

B. Financial debts (6) 722,856 707,573 488,709

1. Credit institutions

2. Other loans 722,856 707,573 488,709

C. Trade debts 404 433 195

1. Suppliers 404 433 195

E. Taxes, remuneration and social security 2,124 1,803 1,533

1. Taxes 173 156 160

2. Remuneration and social security 1,951 1,647 1,373

F. Other amounts payable (7) 57,021 60,864 53,113

X. Accrued charges and deferred income 3,177 426 467

TOTAL LIABILITIES 2,424,397 2,426,183 1,305,254

170

Income statement(€ 1,000) Note 2012 2011 2010

Charges

A. Interests and other debt charges (8) 8,556 11,691 5,801

B. Other financial charges 1,073 900 483

C. Services and other goods 6,615 5,811 5,148

D. Remuneration, social security costs and pensions 2,457 2,105 907

E. Other operating charges 263 221 112

F. Depreciation of and other amounts written off on formation expenses, intangible and tangible assets 686 683 633

G. Amounts written off 0 4,945 3,534

1. Financial assets 0 1,153 612

2. Current assets 0 3,792 2,922

H. Provisions for liabilities and charges 0 0 0

I. Loss on disposal of 1,358 7,948 19,115

1. Intangible and tangible assets 6 14 0

2. Financial assets 745 5,870 17,660

3. Current assets 607 2,065 1,455

J. Extraordinary charges 839 0 0

K. Income taxes 5 0 0

L. Profit for the period 40,122 948,758 53,121

M. Transfer to the untaxed reserves

N. Profit for the period available for appropriation 40,122 948,758 53,121

Appropriation accountA. Profit to be appropriated 1,520,820 1,539,642 646,186

1. Profit for the period available for appropriation 40,122 948,758 53,121

2. Profit brought forward 1,480,698 590,884 593,065

Total 1,520,820 1,539,642 646,186

Statutory annual accounts

171

Income statement(€ 1,000) Note 2012 2011 2010

IncomeA. Income from financial assets (9) 49,784 44,037 65,948

1. Dividends 47,927 42,244 63,836

2. Interests 694 627 966

3. Tantièmes 1,164 1,165 1,146

B. Income from current assets 1,478 1,337 1,107

C. Other financial income 0 13 124

D. Income from services rendered 4,338 3,870 2,541

E. Other operating income 338 313 276

F. Write back to depreciation of and to other amounts written off intangible and tangible assets

G. Write back to amounts written off (10) 5,745 8,069 9,211

1. Financial assets 1,027 6,188 8,552

2. Current assets 4,718 1,882 659

H. Write back to provisions for liabilities and charges 157 36 0

I. Gain on disposal of 133 925,356 9,369

1. Tangible and intangible assets 0 18 10

2. Financial assets (11) 133 925,239 9,010

3. Current assets 0 99 349

J. Extraordinary income 0 31 278

K. Regularisation of income taxes and write back to tax provisions

L. Loss for the period 0 0 0

M. Transfer from untaxed reserves

N. Loss for the period available for appropriation 0 0 0

Appropriation accountC. Transfers to capital and reserves 0 3,732 3,125

3. To other reserves 0 3,732 3,125

D. Result to be carried forward 1,464,602 1,480,698 590,884

1. Profit to be carried forward 1,464,602 1,480,698 590,884

F. Distribution of profit 56,217 55,212 52,177

1. Dividends 55,940 54,935 51,921

2. Tantièmes 278 278 256

Total 1,520,820 1,539,642 646,186

172

Balance sheet

Assets

1. Tangible fixed assets: the item ‘Land and buildings’ corresponds to

the carrying amount of the real estate located in Antwerp at Sch-

ermersstraat 44 and Begijnenvest 105-113, where Ackermans &

van Haaren has its registered office. The ‘Other tangible assets’

relates to the building located in Antwerp at Schermersstraat 42,

which is leased to Leasinvest Real Estate.

2. Financial assets: unlike in 2011, which was characterized by a sub-

stantial portfolio growth following the liquidation of the subsidi-

ary Nationale Investeringsmaatschappij, the portfolio underwent

only minor changes in 2012: the additional investments by Ack-

ermans & van Haaren in Anima Care and Holding Groupe Du-

val, among others, explain the increase in the shareholdings in

affiliated enterprises. The receivables from affiliated enterprises

decreased as a result of the repayment of subordinated loans by

group companies of Ackermans & van Haaren.

3. Receivables within one year: as was mentioned in the 2011 annual

report, the amounts receivable within one year had increased as

a result of the sale in 2011 (with deferred payment) of the inter-

est in Alcofina. This receivable was collected in full during 2012.

4. Treasury shares: Ackermans & van Haaren sold 13,500 treasury

shares in 2012 as part of the stock option plan. The other invest-

ments consist of shares, investment funds and time deposits.

The composition of this portfolio underwent only minor changes

and on balance decreased slightly in relation to the previous year

as a result of the sale of some investments.

Liabilities

5. Equity: the statutory equity as at 31/12/2012 amounted to

1,638.6 million euros or 48.92 euros per share. This already

takes into account the profit appropriation proposed to the gen-

eral meeting of shareholders of 27 May 2013 of 1.67 euros per

share.

6. Short-term financial debt: the (other) short-term financial debts

consist mainly of advances received from group company AvH

Coordination Centre. At 31 December 2012, Ackermans & van

Haaren has an external financial debt of 38.8 million euros in

‘commercial paper’.

7. Other payables comprise the dividend payment for the 2012 fi-

nancial year as already mentioned in Note 5.

Income statement

Charges

8. Financial expenses: the interest charges are lower than the previ-

ous year due to the decrease in market interest rates. The over-

heads (services and other goods, remuneration and other op-

erating charges) remained under control and were only slightly

higher than the previous year.

Income

9. Income from financial fixed assets: in 2012, Ackermans & van

Haaren collected 5,683 thousand euros more in dividends from

its subsidiaries, primarily from DEME, Sipef and NMP.

10. Reversal of write-downs: previously recorded write-downs on

several assets in the investment portfolio could be reversed in

2012 as a result of better market prices.

11. Capital gains with the realisation of assets: since Ackermans &

van Haaren sold no financial assets to speak of, no significant

capital gains were realized. The very substantial capital gain that

was reported in 2011 came from the liquidation of the Nation-

ale Investeringsmaatschappij in 2011 and was not in the least

recurrent.

Comments onthe statutory annual accounts

174

A n n u a l r e p o r t 2 0 1 2

General information regarding the company

Registered officeBegijnenvest 113, 2000 Antwerp, Belgium

VAT BE 0404.616.494

RPR Antwerp

Incorporation date, last amen-ded bylawsThe company was incorporated on 30 De-

cember 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 se-

veral times and for the last time by notarial

deed of 25 November 2011, published by

excerpt in the Annexes to the Belgian Of-

ficial Gazette of 14 December 2011, under

number 11187554.

Duration of the companyIndefinite

Legal form, applicable lawLimited 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 purposeThe statutory purpose of the company inclu-

des the following:

(a) the project study, supervision and ma-

nagement 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 canali-

mercial, industrial and finan-cial activities as

well as activities relating to real and mova-

ble property that are linked, directly or indi-

rectly, to its statutory purpose or that may

enhance the realization thereof. The com-

pany may provide securities or guarantee in

favor of companies, enterprises, businesses

or associations in which it has a participa-

tion, 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 companyThe statutory and consolidated annual ac-

counts of the company are deposited with

the National Bank of Belgium. A coordina-

ted version of the company bylaws can be

consulted with the clerk of the Commercial

Court of Antwerp. The annual financial re-

port is sent to the registered shareholders

and to anyone who so requests. The coor-

dinated version of the company bylaws and

the annual financial report are also available

on the company’s website (www.avh.be).

zation of waterways, major dewatering

and pumping works, dredging, drilling,

sounding, wellsinking, drainage, the

building of permanent structures, dig-

ging, and the general contracting of

construction works, as well as the re-

floating of boats and ships;

(c) sea- and land-based prospecting for in-

dustrial extraction, mainly of crude oil

or natural gas, as well as mineral pro-

ducts in general;

(d) the operation, production, processing,

distribution, purchase, sale and trans-

port of all products derived from indus-

trial extraction;

(e) the acquisition, operation, develop-

ment and transfer of land, real estate

and any property entitlement;

(f) the acquisition, the operation and the

realization, in any form whatever, of in-

tellectual property rights, licenses and

concessions;

(g) the acquisition of a participation, by

way of subscription, contribution, mer-

ger, 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 re-

alization of these participations;

(i) involvement, directly or indirectly, in

the management, control or dissolu-

tion of any company, enterprise, busi-

ness or association in which it has a

participation;

(j) providing assistance to the board of di-

rectors 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 constitu-

ting entirely or partially, directly or in-

directly, holding activities.

The company may carry out all civil, com-

General information regarding the company and the capital

175

General information regarding the company’s capital

Subscribed capitalThe subscribed capital is 2,295,277.90 eu-

ros. The capital is fully paid-up and is repre-

sented by 33,496,904 shares without nomi-

nal value.

Capital increasesThe most recent capital increase was deci-

ded upon on 11 October 1999, as part of

the merger through acquisition of Belcofi NV

by Ackermans & van Haaren NV.

Authorized capitalIn the events set out in the special report ap-

proved by the extraordinary general meeting

of 25 November 2011, the board of direc-

tors is authorized to increase the company’s

capital during a period of five years as of 14

December 2011, 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 pu-

blic 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 al-

lowed to use this authorization in case the

notification of a public takeover bid by the

Financial Services and Markets Authority to

the company is given not later than three

years as from 25 November 2011.

The capital increases decided upon pur-

suant 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 issuan-

ce of new shares or through the issuance of

subordinated or non-subordinated converti-

ble 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 conver-

tible into bearer securities.

The authorizations can be renewed in ac-

cordance 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, inclu-

ding for the benefit of one or more well-de-

fined parties or members of the company’s

personnel or of its subsidiaries.

Nature of the sharesThe fully paid shares as well as other securi-

ties of the company may exist as registered,

bearer or dematerialized securities. Each

holder may, at any time and at his own ex-

penses, request the conversion of its paid in

securities into another form, within the li-

mits 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 con-

verted into bearer shares.

As from 1 January 2008, bearer shares which

are not yet booked on a securities account,

are automatically converted into demateria-

lized 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.

176

A n n u a l r e p o r t 2 0 1 2

Information provided between 01/01/2012 and 31/03/2013

This overview has been written pursuant to

article 66 of the law of 6 June 2006 regarding

the public offering of financial instruments

and the admission to listing of financial in-

struments on a regulated market.

Given that Dutch is the official language of

Ackermans & van Haaren (AvH), some in-

formation is only made available in Dutch.

The information provided in French and

English has been translated under the su-

pervision of AvH or her participations, but

only the Dutch versions of the documents

should be considered as official documents.

The information referred to may no longer

be up to date, as the document gives an

overview of the information that was pro-

vided over a period of more than a year.

It is therefore recommended to consult the

latest available information.

This document gives only an overview of

the information that was published and/or

changed during the abovementioned pe-

riod. This implies that information that is

permanently available or information that

hasn’t changed has not been included in the

overview below.

Information for shareholders

The by-laws of the Company are available

for inspection at the Registry of the Court

of Commerce in Antwerp (Belgium) and at

the registered office of the company. They

can also be consulted on the company

website (www.avh.be – section Ackermans

& van Haaren – Corporate governance).

The latest version dates from 25 November

2011.

The Corporate Governance Charter has

been published on the website (www.avh.

be – section Ackermans & van Haaren –

Corporate governance). The last version is

dated 12 January 2010.

The financial calendar is published in the

annual report and on the website (in the

section Financial information).

The invitation for the General Shareholders’

Meeting of 29 May 2012 was published in

the financial press on 25 April 2012 (De

Tijd, L’Echo) and in the “Belgisch Staats-

blad” on 25 April 2011 and is also available

on the website (www.avh.be - Ackermans

& van Haaren – Shareholders’ meeting).

The proxies and the minutes can also be

consulted.

Periodical and occasional infor-mation

The annual accounts are filed with the

National Bank of Belgium. The annual ac-

counts, together with the reports attached

to it, are sent to the registered shareholders

and to anyone who so requests.

The annual reports with the statutory and

consolidated accounts starting from the

financial year 2000 are available on the

website (www.avh.be - section Financial

information – Annual report). These can

be downloaded from the site or a printed

version can be easily requested. The annual

report of 2011 was available online from 30

March 2012. The leaflet with the key figu-

res of the financial year, which is part of the

annual report, can also be consulted sepa-

rately on the website. The annual report is

available in Dutch, French and English.

Related to the financial communication,

the financial results have been published on

the website (www.avh.be – section Press)

on respectively 2 March, 15 May, 24 Au-

gust and 15 November 2012 and 28 Febru-

ary 2013, pursuant to the guidelines of the

Financial Services and Markets Authority.

They have also been sent to anyone who

requested this. Anyone who’s interested

can request this service free of charge on

the company website.

The occasional press releases of the group,

including the relevant press releases of the

most important participations of the group,

are also published on the website (section

Press), and are sent to anyone who reque-

sted this. Anyone who’s interested can

request this service free of charge on the

company website.

The investor presentation - which is used

for the presentation of the results to the

press and analysts and later on during the

roadshows – is available for the public on

the website (www.avh.be - section Finan-

cial information - Presentation). The most

recent version and the older versions (star-

ting from 2005) can be found here.

Annual information

177Notes

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178

A n n u a l r e p o r t 2 0 1 2

Contact All press releases issued by AvH and its

main group companies as well as the inves-

tor 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.

Ce rapport annuel est également disponible

en français.

Dit jaarverslag is ook verkrijgbaar in het

Nederlands.

The Dutch version of this document should

be considered as the official version.


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, www.avh2012.be

Concept and designFBD nv (www.fbd.be)

Printing Roels Printing nv

PhotosAckermans & van Haaren, Management-

teams Anima Care, ASCO-BDM, Extensa,

NMP, Rent-A-Port: Nicolas van Haaren

Ackermans & van Haaren

considers the family values of

the founding families to be

of paramount importance. Elements such as

continuity, ethical entrepreneurship, long-

term thinking, work ing with partners and

mutual respect have consequently driven

the group’s policies for many decades and

have created value through growth.

May 15, 2013 Interim statement Q1 2013

May 27, 2013 Ordinary general meeting

August 28, 2013 Half-year results 2013

November 15, 2013 Interim statement Q3 2013

February 28, 2014 Annual results 2013

May 26, 2014 Ordinary general meetingAn

nu

al

rep

ort

20

12

Financial calendar


Begijnenvest 113

2000 Antwerp - Belgium

Tel. +32 3 231 87 70

[email protected]

www.avh.be

Annual

report

2012