Annual report2012

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(1)Annual. Ackermans & van Haaren. report. considers the family values of. 2012. the founding families to be. of paramount importance. Elements such as continuity, ethical entrepreneurship, longterm thinking, working with partners and mutual respect have consequently driven the group’s policies for many decades and. Begijnenvest 113 2000 Antwerp - Belgium Tel. +32 3 231 87 70 [email protected] www.avh.be. Financial calendar 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 meeting. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. Ackermans & van Haaren NV. Annual report 2012. have created value through growth..

(2) Annual. Ackermans & van Haaren. report. considers the family values of. 2012. the founding families to be. of paramount importance. Elements such as continuity, ethical entrepreneurship, longterm thinking, working with partners and mutual respect have consequently driven the group’s policies for many decades and. Begijnenvest 113 2000 Antwerp - Belgium Tel. +32 3 231 87 70 [email protected] www.avh.be. Financial calendar 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 meeting. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. Ackermans & van Haaren NV. Annual report 2012. have created value through growth..

(3) WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. Annual report 2012.

(4) Pursuant to the Royal Decree of 14 November 2007 on the. The auditor has approved the statutory and consolidated. included in the consolidation, as well as a description. obligations of issuers of financial instruments admitted to. annual accounts without qualification. In accordance with. of the main risks and uncertainties with which they are. trading on a Belgian regulated market, Ackermans & van. article 12, §2, 3° of the Royal Decree of 14 November 2007,. confronted.. Haaren is required to publish its annual financial report.. the members of the executive committee (i.e. Luc Bertrand,. This report contains the combined statutory and consolidat-. Tom Bamelis, Piet Bevernage, Piet Dejonghe, Koen Janssen. The annual report, the full versions of the statutory and. ed annual report of the board of directors prepared in accord-. and Jan Suykens) declare that, to their knowledge:. consolidated annual accounts, as well as the audit re-. ance with article 119, last paragraph of the Company Code.. a) the annual accounts contained in this report, which. ports regarding said annual accounts are available on. The report further contains a condensed version of the. have been prepared in accordance with the applicable. the website (www.avh.be) and may be obtained upon. statutory annual accounts prepared in accordance with. standards for annual accounts, give a true view of the. simple request, without charge, at the following address:. article 105 of the Company Code, and the full version of. assets, financial situation and the results of Ackermans. the consolidated annual accounts. The full version of the. & van Haaren and the companies included in the con-. Begijnenvest 113. statutory annual accounts has been deposited with the Na-. solidation;. 2000 Antwerp, Belgium. tional Bank of Belgium, pursuant to articles 98 and 100 of. b) the annual accounts give a true overview of the devel-. Tel.. +32 3 231 87 70. the Company Code, together with the annual report of the. opment and the results of the company and of the po-. Fax. +32 3 225 25 33. board of directors and the audit report.. sition of Ackermans & van Haaren and the companies. E-mail [email protected]. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 4.

(5) Annual report 2012. Contents. 12. Annual report. 7. 2012 at a glance. 8. Key events 2012. 10. 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. Delen Investments. 64. Bank J.Van Breda & C°. 68. ASCO-BDM. 71. Extensa. 76. Leasinvest Real Estate. 79. Financière Duval. 82. Anima Care. 84. Sipef. 90. Sagar Cements. 92. Oriental Quarries & Mines. 93. Max Green. 94. Telemond Group. 95. 60. 72. 86. Private Banking. Real Estate, Leisure & Senior Care Energy & Resources. 96. Development Capital. 114. Financial statements. Appendix Key figures 2012. General information regarding the company and the capital. 174. Annual information. 176. 5. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. Mission statement.

(6) WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 6.

(7) Annual report 2012. Mission statement. 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. Positioning of Ackermans & van Haaren. Long term perspective. Proactive shareholder. • an independent and diversified group. • clear objectives agreed upon with the par-. • involvement in selecting senior manage-. management team • based upon a healthy financial structure to support the growth ambitions of the participations. ticipations • responsibility of the participations for their own financial position. ment and defining long-term strategy • permanent dialogue with management • monitoring and control of strategic fo-. • strive for annual growth in the profits of. cus, operational and financial discipline. each participation and in the group as a. • active support to management for spe-. whole. cific operational and strategic projects. • focus on growth sectors in an international context. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. • led by an experienced, multidisciplinary. 7.

(8) Annual report 2012. 2012 at a glance 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-. Extensa and Groupe Financière Duval. The board of directors of Ackermans & van. standing result, stimulated by assets un-. were adversely affected by difficult mar-. Haaren proposes to the general meeting of. der management that grew to a record. ket conditions, leading to a diminished. shareholders of 27 May to increase the divi-. level of 25.9 billion euros at the end. contribution to the group result.. dend to 1.67 euros per share.. of 2012. Bank J.Van Breda & C° also showed a strong performance with a 7%. • After the record year 2011 with very high. growth in volume of client assets. Since its. market prices, Sipef stands firm thanks to. result was positively influenced on a one-. the increase of the production volumes of. off basis by negative goodwill in 2011,. palm oil and rubber.. the net profit contribution is less than in that year. At the end of 2012, ABK made. • The contribution from the Development. use of the possibility offered by the new. Capital segment was encumbered in. legislation to exit from the Beroepskrediet. 2012 by the non-recurring results of Her-. statute, with only a limited impact on its. tel. The sale in the second half of 2012 of. equity position.. the participation in AR Metallizing contributed to the 22.7 million euros capital. • DEME ended the transitional year 2012. gains that were realized in this segment.. 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 &. Breakdown of the consolidated net result (part of the group) - IFRS (€ mio). 2012. 2011. 2010. Infrastructure segment, Rent-A-Port con-. Marine Engineering & Infrastructure. 51.7. 54.6. 58.7. tributed positively thanks to the strong. Private Banking. 71.5. 88.1. 63.6. performance of its Vietnamese opera-. Real Estate, Leisure & Senior Care. tions. • The active management of Leasinvest Real Estate allowed its real estate portfolio to grow to 618 million euros at the end of 2012. Increased rental income and the absence of negative value adjust-. Energy & Resources Development Capital Result of the participations Capital gains Development Capital Result of the participations (incl. capital gains). 3.6. 4.5. 8.6. 16.4. 19.0. 16.5. 6.1. 8.6. 13.3. 149.3. 174.8. 160.7. 22.7. -0.9. -0.3. 172.0. 173.9. 160.4. ments on the portfolio are reflected in a. AvH & subholdings. -3.9. -0.9. -0.1. 63% increase in net profit to 20.5 mil-. Other non-recurrent results. -0.6. 4.5. 0.5. 167.5. 177.5. 160.8. lion euros. The development activities of. Consolidated net result. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 8.

(9) Key figures - consolidated balance sheet (€ mio) Net equity (part of the group - before allocation of profit) Net cash position of AvH & subholdings. 2012. 2011. 2010. 2.007,2. 1.882,6. 1.711,4. 87,9. 73,0. 77,7. Information by segment. 9 Pro forma personnel. Consolidated result of the participations. Pro forma turnover. (before capital gains of Development Capital). 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. In this pro forma presentation, all (exclusive) control interests are incorporated in full and the other interests proportionally.. € 3,308 mio. 18,752. 1,314. 8,268. 158 288 398. 5,734. 1,422. 1,150. 810. Marine Engineering & Infrastructure. Private Banking. Real Estate, Leisure & Senior Care. Energy & Resources. 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.. Development Capital. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 2,518.

(10) Annual report 2012. Key events 2012. 10. January. March. June. • Anima Care acquires the residential care. • MEDCO (DEME 44%) wins a contract for. • GeoSea (DEME) is awarded a contract. centre ‘Résidence Parc des Princes’ in. the New Port Project in Qatar, worth 941. for the Northwind offshore wind turbine. Auderghem.. million euros.. project off the Belgian coast, worth more. • Sofinim sells its 60% stake in Alural. February • DEME secures a contract for the Wheat-. Belgium.. than 230 million euros. • Anima Care acquires ‘Azur Soins et Santé’ in Braine-L’Alleud.. May. • AvH increases its stake in Groupe Financière Duval to 41.14%.. stone project in Australia, worth 916 million euros.. • DEME launches the self-propelled rock cutter dredger ‘Ambiorix’.. July • Extensa secures planning permission for the building for the Brussels Department of Environment on the Tour & Taxis site. Financière Duval (Residalya) - Le Clos Saint-Vincent. DEME - Ambiorix. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. in Brussels..

(11) 11. Leasinvest Real Estate - Knauf shopping centre. DEME - Innovation. September. December. • DEME launches the powerful high-tech. • Leasinvest Real Estate acquires a prime. jack-up vessel ‘Innovation’. • Sofinim sells its 63% (fully diluted) interest in AR Metallizing. • Leasinvest Real Estate subscribes the real. location in the centre of Luxembourg City. • Anima Care acquires ‘Résidence Kinkempois’ in Angleur. • After obtaining two licences for a potential. estate certificate for the Knauf shopping. expansion of 19,500 hectares in South. centre in Luxembourg.. Sumatra, Sipef has already compensated more than 2,000 hectares and planted an. November. extra 1,790 hectares in 2012. • ABK (Bank J.Van Breda & Co) exists the Beroepskrediet statute.. • DEME launches the first maintenance vessels of OWA and the cutter dredger. Key events 2013 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.. ‘Amazone’. • NMC acquires the operations in the area of EPS subfloor foils and thin wall insula-. Sipef - Oil palm nursery (North Sumatra). WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. tion of Isomo..

(12) Annual report 2012. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 12. Message of the chairmen Annual report of the board of directors Corporate social responsibility.

(13) 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, working with partners. and. mutual. respect. have. consequently driven the group’s policies for many decades and have created value. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. through growth..

(14) WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. From left to right: Luc Bertrand, Jacques Delen. 14.

(15) Annual report 2012. Message of the chairmen Ladies and gentlemen,. 15. 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. 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 previous 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.. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. underscores the company’s potential for continuing future growth..

(16) Annual report 2012. 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 footing. 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 compared 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 meaningful. 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 euros 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).. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 16.

(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 &. 17. 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.. Luc Bertrand. Jacques Delen. President of the executive committee. President of the board of directors. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 27 March 2013.

(18) Annual report 2012. Annual report of the board of directors Dear shareholder, 18. It is our privilege to report to you on the activities of our company during the past financial year and to submit to you for approval 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 consolidated annual accounts have been combined.. The company received a transparency notice on 31 October 2008 under the tran-. 3. Comments on the statutory annual accounts. sitional regulations of the Act of 2 May with “Stichting Administratiekantoor Het. 3.1 Financial situation as at 31 December 2012. 1. Share capital and shareholding structure. Torentje” - communicated its holding per-. The statutory annual accounts have been. centage. The relevant details of this trans-. prepared in accordance with Belgian ac-. No changes were made to the company’s. parency notice can be found on the website. counting principles.. share capital during the last financial year.. of the company (www.avh.be).. 2007, whereby Scaldis Invest NV - together. The share capital amounts to 2,295,278. The balance sheet total at year-end 2012. euros and is represented by 33,496,904. 2. Activities. amounted to 2,424 million euros, which is. no-nominal-value shares. All shares have. For an overview of the group’s main activi-. virtually the same as the previous year (2011:. been paid up in full.. ties during the 2012 financial year, please. 2,426 million euros). Besides the 12 million. In 2012, 47,000 new options were granted. refer to the Message of the chairmen (p. 15).. euros in tangible fixed assets on the balance. under the stock option plan. As at 31 De-. sheet (primarily the office building located. cember 2012, the options granted and not. on Begijnenvest and Schermersstraat in Ant-. yet exercised entitled their holders to acquire. werp), the assets consist of 50 million euros. an aggregate of 353,000 Ackermans & van. in investments and 2,348 million euros in. Haaren shares (1.05%).. financial fixed assets. Unlike in 2011, which was characterized by a substantial portfolio growth following the liquidation of the subsidiary Nationale Investeringsmaatschappij, the portfolio underwent only minor changes in 2012. The largest investments in 2012 were the additional investments by Ackermans & van Haaren in Anima Care and Holding Groupe Duval. Since Ackermans & van Haaren sold no participations to speak of in 2012, virtually 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. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. I Statutory annual accounts.

(19) 19. and the profit for the financial year of 40. 3.2 Appropriation of the results. Following this distribution, shareholders’ eq-. million euros caused the shareholders’ equi-. The board of directors proposes to appropri-. uity will stand at 1,638,622,063 euros and. ty to decrease to 1,639 million euros (2011:. ate the result (in euros) as follows:. will be composed as follows:. 1,655 million euros). In 2012, too, the shortpart of financial liabilities incurred by AvH Coordination Center, a company that is an integral part of the group and which fulfils. Profit from the previous financial year carried forward Profit of the financial year. 1,480,698,020 40,121,506. Total for appropriation. 1,520,819,526. Allocation to the legal reserve. 0. Allocation to the non-distributable reserves. 0. amounting to 40 million euros.. Allocation to the distributable reserves. 0. Including the profit distribution proposal. Dividends. submitted to the annual general meeting. Directors’ fees. on 27 May 2013, the statutory sharehold-. Profit to be carried forward. 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 received, the financial year closed with a profit. ers’ equity of Ackermans & van Haaren at. 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. 55,939,830 277,500 1,464,602,196. 3.3 Outlook As in previous years, the results for the current financial year will to a large extent depend on the dividends paid by the compa-. the end of 2012 stood at 1,639 million euros. nies within the group and on the realization. as compared to 1,655 million euros at the end of 2011. This amount does not include. The board of directors proposes to distrib-. unrealised capital gains present in the port-. ute a gross dividend of 1.67 euros per share.. folio of Ackermans & van Haaren and group. After deduction of withholding tax, the net. companies.. dividend will amount to 1.2525 euros per. 4. Major events after the closing of the financial year. share.. Since the closing of the 2012 financial year,. of any capital gains or losses.. there have been no major events which. In the course of 2012, Ackermans & van Haaren did not purchase own shares and. If the annual general meeting approves this. could have a significant impact on the de-. sold 13,500. These transactions are purely. proposal, the dividend will be payable from. velopment of the company, except those. related to the implementation of the stock. 3 June 2013. From that day onwards, hold-. referred to under II.3 below.. option plan.. ers of bearer shares can present themselves to Bank Delen, Bank J.Van Breda & C°, Bank. 5. Research and development. Degroof, BNP Paribas Fortis, KBC Bank, ING. The company did not undertake any activi-. Belgium, Belfius Bank and Petercam and will. ties in the area of research and development.. receive the dividend against presentation of coupon no. 14.. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. term financial debts consisted for the most.

(20) Annual report 2012. 6. Financial instruments. the exercise price will be determined based. Companies within the group may use fi-. on the average price of the share during the. 7.2 Additional remuneration for the auditor. nancial instruments for risk management. 30 days preceding the offer.. Pursuant to Article 134, §§2 and 4 of the. purposes. Specifically, these are instruments. As it is the policy of the company to hedge. Companies Code, we inform you that an ad-. principally intended to manage the risks. the stock options through the purchase of. ditional fee of 17,980 euros (excluding VAT). associated with fluctuating interest and ex-. own shares, the proprietary consequences. was paid to Ernst & Young Tax Consultants. change rates. The counterparties in the re-. for the company are in principle limited to (i). for tax advice and 5,750 euros (excluding. lated transactions are exclusively first-ranked. the interest borne or lost during the period. VAT) to Ernst & Young Bedrijfsrevisoren for. banks. As at the end of 2012, neither Acker-. running from the purchase of the shares to. diverse activities.. mans & van Haaren nor any other fully con-. their resale to the option holders, (ii) any dif-. solidated group company within the ‘AvH &. ference between the purchase price of own. sub-holdings’ segment had any such instru-. shares and the exercise price of the options. 7.3 Acquisition and transfer of own shares. ments outstanding.. granted, and (iii) the accounting cost which. On 25 November 2011, the extraordinary. in pursuance of IFRS 2 must be shown in the. general meeting authorized the board of. income statement and which has an impact. directors of Ackermans & van Haaren to ac-. on the result per share.. quire own shares within a well-defined price. Luc Bertrand rejoins the meeting.”. range during a period of 5 years.. 7. Notices 7.1 Application of Article 523 of the Companies Code Extract from the minutes of the meeting of. In the course of the 2012 financial year,. the board of directors of Ackermans & van. Ackermans & van Haaren did not acquire ad-. Haaren held on 13 November 2012:. ditional own shares to cover its obligations. “Mandate for granting stock options. under the stock option plan.. Before the board of directors starts deliberations 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 interest 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 remuneration committee, the board of directors decides to grant, under the current stock option plan, Jacques Delen and Luc Bertrand, each acting separately, special authorization 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 independent 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,. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 20.

(21) Taking into account the sale of 13,500. in Ackermans & van Haaren and that Sticht-. (ii) Important agreements. shares pursuant to the exercising of options,. ing Administratiekantoor “Het Torentje” ex-. The shareholders’ agreement with respect. the situation as at 31 December 2012 was. ercises ultimate control over Scaldis Invest.. to DEME NV which the company conclud-. as follows: Number of treasury shares Par value per share Average price per share Total investment value. 21. ed on 22 March 2007 with Aannemings-. 304,200 (0.91%) 0.07 euros 53.34 euros 16,225,052 euros. 7.5 Protection schemes. maatschappij CFE NV ('CFE') grants specific. (i) Powers of the management body. rights to the latter in the case of a change or. On 25 November 2011, the extraordinary. acquisition of direct control over Ackermans. general meeting renewed the authorization. & van Haaren. These rights essentially mean. of the board of directors to proceed, in case. that in such case CFE has the option of ter-. of a takeover bid for the securities of Acker-. minating the shareholders’ agreement.. 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. In addition, Brinvest, a direct subsidiary of. these powers if the notice of a takeover bid. Ackermans & van Haaren, holds another. is given by the Financial Services and Mar-. 51,300 shares of Ackermans & van Haaren.. kets Authority ('FSMA') to the company not later than three years after the date of. 7.4 Notice pursuant to the law on takeover bids. the abovementioned extraordinary general. In a letter dated 18 February 2008, Scaldis. thorised for a period of three years expiring. Invest sent a notice to the company in ac-. on 14 December 2014 to acquire or transfer. cordance with Article 74, §7 of the Act of. shares of the company in the event that such. 1 April 2007 on takeover bids. From this. action is required in order to safeguard the. notice, it appeared that Scaldis Invest owns. company from serious and imminent harm.. meeting. The board of directors is also au-. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. over 30% of the securities with voting rights.

(22) Annual report 2012. II Consolidated annual accounts 1. Risks and uncertainties. and financial risks. Those risks, which vary. ours to limit those risks as much as possible.. according to the sector, are not centrally. In several group companies, AvH works. managed by AvH. The management teams. together with partners. In certain group. of the subsidiaries in question report to their. companies, AvH has a minority stake. The. board of directors or audit committee on. diminished control which may result from. their risk management.. that situation could lead to relatively greater. This section describes, in general terms, the risks facing Ackermans & van Haaren NV (“AvH”) as an international investment com-. risks; however, this is counterbalanced by a. Risks at the level of Ackermans & van Haaren. pany, and the operational and financial risks. close cooperation and by an active representation on the board of directors of the companies concerned.. associated with the different segments in. Strategic risk. which it is active (either directly or indirectly. The objective of AvH is to create shareholder. through its subsidiaries).. value by long-term investment in a limited. Risk related to the stock market listing. number of strategic participations. The avail-. As a result of its listing on NYSE Euronext. The executive committee of AvH is respon-. ability of opportunities for investment and. Brussels, AvH is subject to a whole series of. sible for the preparation of a framework for. divestment, however, is subject to macro-. regulations regarding information require-. internal control and risk management which. economic, political, social and market condi-. ments, transparency reporting, takeover. is submitted for approval to the board of di-. tions. The achievement of the objective can. bids, corporate governance and insider. rectors. The board of directors is responsible. be adversely affected by difficulties encoun-. trading. AvH pays the necessary attention. for the evaluation of the implementation. tered in identifying or financing transactions. to keeping up and complying with the con-. of this framework, taking into account the. or in the acquisition, integration or sale of. stantly changing laws and regulations in this. evaluation carried out by the audit commit-. participations.. area. The volatility of the financial markets has an. tee. At least once a year the audit committee evaluates the internal control systems which. The definition and implementation of the. impact on the value of the share of AvH (and. the executive committee has set up in order. strategy of the group companies is also de-. of some of its listed group companies). As. to ascertain that the main risks have been. pendent on this macroeconomic, political,. was mentioned earlier, AvH seeks to system-. properly identified, reported and managed.. social and market context. By focusing as. atically create longterm shareholder value.. a proactive shareholder on long-term value. Short-term share price fluctuations and the. The subsidiaries of AvH are responsible for. creation and on the maintenance of opera-. speculation associated with this can produce. the management of their own operational. tional and financial discipline, AvH endeav-. a momentarily different risk profile.. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 22.

(23) Liquidity risk. market of large traditional infrastructural. Van Laere bills and is paid as the works pro-. AvH has sufficient resources at its disposal. dredging works is subject to strong cyclical. gress. As far as NMP is concerned, the risk. to implement its strategy and has no net. fluctuations on both the domestic and inter-. of discontinuity of income is estimated to be. financial debts. The subsidiaries are respon-. national markets. This has an impact on the. fairly limited, since it has long-term transport. sible for their own debt financing, it being. investment policy of private sector custom-. contracts with large national and interna-. understood that, in principle, AvH does not. ers (e.g. oil companies or mining groups). tional petrochemical firms.. extend credit lines or securities to or for the. and of local and national authorities. DEME. benefit of its participations.. is to a significant degree active outside the. The liquidity risk is limited by spreading. euro zone. Consequently, it runs not only a. the financing over several banks and by. The external financial debts of ‘AvH & sub-. currency exchange risk, but in some cases. consolidating this financing to a significant. holdings’ virtually correspond to the treas-. also a political risk. DEME hedges against. extent over the long term. DEME continu-. ury bonds issued by AvH (commercial paper. exchange rate fluctuations or sells foreign. ously monitors its balance sheet structure. programme). AvH has confirmed credit lines. currency futures. Certain commodities or. and pursues a balance between a consoli-. from different banks with which it has a. raw materials, such as fuel, are hedged as. dated shareholders’ equity position and con-. long-term relationship, such credit lines am-. well.. solidated net debts. DEME has major credit. ply exceeding the outstanding commercial. and guarantee commitments with a whole Given the size of the contracts in this. string of international banks. In a number of. segment, the credit risk is closely moni-. cases, certain ratios (covenants) were agreed. The board of directors believes that the li-. tored too. For the purposes of large foreign. in the loan agreements with the relevant. quidity risk is fairly limited.. contracts, for instance, DEME regularly uses. banks which DEME must observe. In addi-. the services of the Office national du du-. tion, it has a commercial paper programme. croire/Nationale. (ONDD. to cover short-term financial needs. DEME. - Belgium’s national delcredere office) in-. predominantly invests in equipment with. sofar as the country concerned qualifies. a long life which is written off over several. for this service and the risk can be cov-. years. For that reason, DEME seeks to sched-. The operational risks of this segment are. ered by credit insurance. For largescale. ule a substantial part of its debts over a long. essentially associated with the execution. infrastructural dredging contracts, DEME. term. Om bovendien In order to diversify the. of often complex projects and are, among. is dependent on the ability of custom-. funding over several sources, DEME issued. other things, related to the technical design. ers to obtain financing and can, if neces-. a retail bond of 200 million euros in Janu-. of the projects and the integration of new. sary, organize its own project financing.. ary 2013. This was placed with a diversified. Risks at group company level Marine Engineering & Infrastructure. technologies; the setting of prices for tenders and, in case of deviation, the possibility or impossibility of hedging against extra costs and price increases; performance obligations (in terms of cost, conformity, quality, turnaround time) with the direct and indirect consequences associated therewith, and the 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 typically subject to economic fluctuations. The DEME. Delcrederedienst. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. paper obligations.. 23.

(24) Annual report 2012. group of (mainly private) investors. Accor-. sets to meet their commitments, as well as. long-term lease contracts with solvent ten-. ding to the terms of issue, DEME will not. sound Core Tier1 equity ratios.. ants are expected to guarantee the highest. make any interim redemptions of the princi-. Both banks are adequately protected against. possible occupancy rate of both buildings. pal, but will instead repay everything on the. business risk or income volatility risk. The. and services and a recurrent flow of income,. maturity date in 2019.. operating charges of Delen Private Bank are. and should limit the risk of non-payment. Fi-. amply covered by the regular income, while. nally, the renovation and maintenance risk is. Private Banking. in the case of Bank J.Van Breda & C° the. also continuously monitored.. The credit risk and risk profile of the invest-. income from relationship banking is highly. ment portfolio have for many years now. diversified in terms of clients as well as of. The real estate development activity is sub-. been deliberately kept very low by Delen. products.. ject to strong cyclical fluctuations (cyclical risk). Development activities for office build-. Private Bank and Bank J.Van Breda & C°. The banks invest in a conservative manner.. Since Delen Investments does not manage a. ings tend to follow the conventional eco-. In the case of Delen Private Bank, lending. share portfolio of its own, the direct market. nomic cycle, whereas residential activities. to customers is limited and is guaranteed by. risk is limited to open overnight positions. respond more directly to the economic situa-. pledges on securities. The credit portfolio of. for securities purchased or sold for clients. tion, consumer confidence and interest rate. Bank J.Van Breda & C° is very widely spread. and not yet settled. The (indirect) risk that a. levels. Extensa Group is active in Belgium. among a client base of local entrepreneurs. prolonged stock market decline impairs the. and Luxembourg (where the main focus of. and professionals, and credit is granted to. bank’s assets under management is counter-. its activity lies) as well as in Turkey, Romania. this target group of clients. The bank applies. balanced by a solid cost/income ratio for De-. and Slovakia, and is therefore subject to the. concentration limits per sector and maxi-. len Investments, so that the group continues. local market situation. However, the spread. mum credit amounts per client.. to be profitable even in the event of a sharp. of its real estate operations over different. stock market decline.. segments (e.g. residential, logistics, offices,. Bank J.Van Breda & C° adopts a cautious. retail) limits this risk.. well within the standards set by the NBB.. Real Estate, Leisure & Senior Care. The exchange risk is very limited because. Where the terms of assets and liabilities do. The operational risks in the real estate. most operations are situated in Belgium and. not match sufficiently, the bank deploys. sector can be classified according to the. Luxembourg, with the exception of Extensa’s. hedging instruments (a combination of in-. different stages in the process. A first cru-. operations in Turkey (risk linked to the USD. terest rate swaps and options) to correct. cial element is the quality of the offering of. and the Turkish lira) and in Romania (risk. the balance. The interest rate risk at Delen. the right buildings and services. In addition,. linked to the RON). Leasinvest Real Estate. Bank J.Van Breda & C° - Sint Niklaas. Delen Private Bank. policy with regard to interest rate risk,. 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 Investments 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 liquidity obligation on the remaining 26.51% in JM Finn & Co. The liquidity and solvency risk of the banks is continuously monitored by a proactive risk management. Furthermore, the two groups have more than sufficient liquid as-. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 24.

(25) and Extensa Group possess the necessary. The risk of fluctuations in the local economic. The economic situation has a direct impact. long-term credit facilities and backup lines. and political situation must be taken into. on the results of the group’s companies, par-. for their commercial paper programme to. account as well.. ticularly in the case of the more cyclical or. cover present and future investment needs.. consumer-driven companies. The fact that The output volumes and therefore the. the activities of the group companies are. Those credit facilities and backup lines serve. turnover and margins realized by Sipef are to. spread over different segments affords a. to hedge the financing risk. The liquidity. some extent influenced by climatic conditi-. partial protection against the risk.. risk is limited by having the financing spread. ons such as rainfall, sunshine, temperature. over several banks and by diversifying the. and humidity.. Each group company is subject to specific operational risks such as price fluctuations. expiration dates of the credit facilities over the long term.. 25. Finally, the group is in this segment also ex-. of services and raw materials, the ability to. posed to fluctuations in raw material prices. adjust sales prices, competitive risks, etc. The. The hedging policy for the real estate opera-. (e.g. Sipef: palm oil, rubber and tea; Sagar. companies monitor those risks themselves. tions is aimed at confining the interest rate. Cements: coal).. and can try to limit them by operational and. risk as much as possible. To this end, various. financial discipline and by strategic focus.. financial instruments such as spot & forward. Development Capital. Monitoring and control by AvH as a proac-. interest rate collars, interest rate swaps and. AvH makes venture capital available to a lim-. tive shareholder also play an important part. CAPs are employed.. ited number of companies with international. in that respect.. Energy & Resources. on average longer than that of the tradition-. Several of the group’s companies (e.g.. The focus of this segment is on businesses. al players on the development capital mar-. Hertel, Manuchar) are to a significant extent. in growth markets, such as India, Indonesia. ket. The investments are usually made with. active outside the euro zone. The exchange. and Poland. Since the companies concerned. conservative debt ratios, with in principle no. rate risk in each of these cases is monitored. are to a great extent active outside the euro. advances or securities being granted to or. and controlled by the group company itself.. zone (Sagar Cements and Oriental Quar-. for the benefit of the group companies con-. ries & Mines in India, Sipef in Indonesia and. cerned. In addition, the diversified nature of. Papua New Guinea among others), the cur-. these investments contributes to a balanced. rency exchange rate risk (on the balance. spread of the economic and financial risks.. sheet and in the income statement) is more. As a rule, AvH will finance those investments. relevant here than in the other segments.. with shareholders’ equity.. Extensa - Tour & Taxis. Sipef. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. growth potential. The investment horizon is.

(26) Annual report 2012. 2. Comments on the consolidated annual accounts The consolidated annual accounts were prepared in accordance with International Financial Reporting Standards (IFRS). The group’s consolidated balance sheet total as at 31 December 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 total is obviously impacted by the manner in which certain group companies are included in the consolidation. The accounting principles used remained unchanged from those applied to the accounts for 2011. Shareholders’ equity (group share) at the end of 2012 was 2,007 million euros,. DEME - Thornton Bank. which represents an increase of 125 million euros compared to the figure for the end of. out in the ‘Key Figures’ appendix to the an-. Tideway in particular, which specialize in. 2011. In June 2012, AvH paid out a gross. nual report.. maritime and offshore construction works,. dividend of 1.64 euros per share, resulting. witnessed a spectacular growth as a result Marine Engineering & Infrastructure.. of the rapidly growing renewable energy. DEME’s profit contribution decreased in. market and developments in the oil and gas. In the course of 2012, investments amount-. 2012 despite an increase in turnover and a. industry.. ed to 51 million euros, while divestments. very solid order book. Rent-A-Port contrib-. The EBITDA increased from 300 million eu-. reached 65 million euros. Apart from some. uted positively thanks to the strong perfor-. ros in 2011 to 351 million euros, whereas. smaller investments, an additional 26.1 mil-. mance of its Vietnamese operations.. the net result decreased to 89.4 million. in a decrease in equity by 54.3 million euros.. lion euros was invested in Hertel; the capi-. euros due to higher depreciation expenses. tal of Anima Care was further paid up, in. Despite the persistent economic slowdown. resulting from the expansion of the fleet, as. an amount of 8.4 million euros, in order. in large parts of the world, DEME (AvH. well as increased financial costs.. to finance the expansion of the retirement. 50%) managed to increase its turnover in. The order book contains a fair number of. home portfolio, and AvH increased its stake. 2012 to 1,915 million euros (compared to. new orders from across all continents. These. in Groupe Financière Duval by 1.96% to. 1,766 million euros in 2011) thanks to a. include some strategic contracts which the. 41.14%. AvH further streamlined its portfo-. well-filled order book (3,317 million euros. group won for the construction of port and. lio with the sale of its interests in Alural Bel-. compared to 2,404 million euros at the end. oil & gas infrastructures in Australia and the. gium (60% through Sofinim), AR Metallizing. of 2011) and a strategy that is resolutely fo-. Persian Gulf. MEDCO (DEME 44%) signed. (63% through Sofinim), Gulf Lime (35%),. cused on a balanced spread of its activities,. the New Port Project in Qatar (total value. and the sale of 2% of its interest in Koffie F.. coupled with a multidisciplinary approach to. 941 million euros), and the Wheatstone LNG. Rombouts (remaining interest 12%).. markets and customers.. project of Chevron in Australia (total value. The traditional dredging activities in 2012. 916 million euros) was approved. In addi-. The net cash position of Ackermans & van. represented 65% of DEME’s turnover. The. tion, GeoSea was awarded a contract for the. Haaren stood at 87.9 million euros at the. ancillary activities, such as environmental. construction and installation of the founda-. end of 2012, compared with 73.0 million. works, services to the oil, gas and mining. tions for the Northwind offshore wind tur-. euros at the end of 2011.. industry, extraction of construction aggre-. bine project off the Belgian coast (turnover. gates at sea, and the construction of off-. in excess of 230 million euros).. An (economic) breakdown of the results for. shore wind farms, together accounted for. In 2012, DEME concluded its ambitious in-. the group’s various activity segments is set. the remaining 35% of turnover. GeoSea and. vestment programme for the period 2008-. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 26.

(27) 27. Van Laere - Leopold III tunnel (Brussels). 2012, and seven new vessels were launched. 2012 was a breakthrough year for Rent-. Bank (17,884 million euros) and JM Finn. and put into service: the backhoe dredger. A-Port (AvH 45%) in several respects,. (7,971 million euros) contributed to this. ‘Peter the Great’, the DP2 jack-up vessel. particularly in Vietnam, Oman and Qatar.. growth of 14.6% compared to the end of. ‘Neptune’, the rock cutter dredger ‘Am-. The project in the industrial zone of Dinh. 2011 (22,570 million euros). The group pri-. biorix’ (28,000 kW), the state-of-the art. Vu (Vietnam) is a success and will probably. marily benefited from a major organic net. high-tech jack-up vessel ‘Innovation’, two. be extended to 1,500 ha of industrial land.. growth, with an inflow of new assets from. maintenance vessels ‘Arista’ and ‘Aquata’,. Negotiations for this project are expected. both existing and new private clients, as well. and finally the seagoing cutter dredger. to be completed in the course of 2013. In. as from the impact of recovering financial. ‘Amazone’ (12,860 kW). With these vessels,. December, a key contract was signed in. markets on its client portfolio. The gross. the group has one of the most advanced, ef-. Oman between the Omani government. operating income of Delen Investments in-. ficient and versatile fleets in the world.. and ‘Consortium Antwerp Port’ for the. creased to 214.8 million euros (2011: 162.5. concession of the port and industrial es-. million euros), primarily thanks to the higher. enabled. tates of Duqm for a 30-year period. Rent-. level of assets under management and. Algemene Aannemingen Van Laere. A-Port realized a net profit in 2012 of 12.3. the recognition of JM Finn & Co for a full. (AvH 100%) to realize in 2012 another. million euros.. year (2011: three months). The cost - in-. Targeted. commercial. efforts. significant increase in turnover (161 million. come ratio remained highly competitive at. euros, +17% compared to 2011). Several. Private Banking. The solid performance. 55.2% (38.8% for Delen Private Bank), but. projects were successfully implemented,. of Delen Investments and Bank J.Van Breda. increased substantially as expected in com-. such as the State Archives in Bruges, the. & C° has raised the volume of assets under. parison to the previous year (44.2%), as a. Jetair-Tui hangar at Brussels Airport, and. management to a record level. The profit. result of the consolidation of JM Finn for a. the Genzyme project in Geel. The net re-. contribution of this segment is less than in. full financial year. The net profit amounted. sult, however, decreased (1.2 million euros. 2011 due to a one-off negative goodwill. to 62.6 million euros (57.2 million euros in. compared to 1.7 million euros in 2011). which at the time was recognized in the re-. 2011). The consolidated equity of Delen In-. due to the extremely competitive market,. sults.. vestments (group share) at the end of 2012. some difficult sites and the start-up costs. stood at 414.5 million euros (364.3 million. of the parking company Alfa Park. The or-. The assets under management of the. euros at the end of 2011). The group is. der book amounted to 131 million euros. Delen Investments (AvH 78.75%) group. more than adequately capitalized and am-. at the end of the year, which bodes well. attained a record high of 25,855 million eu-. ply satisfies the Basel II and Basel III criteria. for 2013.. ros at the end of 2012. Both Delen Private. with respect to equity. The Core Tier I capi-. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. DEME - Aquata.

(28) Annual report 2012. tal ratio stood at 23.1% and remained well. Real Estate, Leisure & Senior Care. The. of these major investments, rental income in. above the industry average, taking into ac-. active management of Leasinvest Real Estate. 2012 increased to 38 million euros (36.6 mil-. count the acquisition of the stake in JM Finn. led to a growth of its real estate portfolio. lion euros at the end of 2011).. and the long-term commitment to buy out. and net profit. The development activities of. minority shareholders in JM Finn.. Extensa and Groupe Financière Duval, how-. As a result of the new (re)lettings and the. ever, had a negative impact on the contribu-. fully let investments, the average duration of. Bank J.Van Breda & C° (AvH 78.75%). tion to the group results.. the portfolio increased to 4.9 years and the. again showed a strong financial performance. Due to the delay of various permits and the. occupancy rate rose from 92.57% (2011) to. in 2012. As a result of a constant inflow. poor economic climate in Romania, Extensa. nearly 95%. In June, 100% of the logistical. of funds, the total client assets (incl. ABK). (AvH 100%) made a loss in 2012 of 5.3 mil-. premises of Canal Logistics (Brussels) were. grew by 7% to 8.0 billion euros (2011: 7.5. lion euros, of which 3.2 million euros in im-. occupied as a result of new lettings; in De-. billion euros, 7 months ABK), of which 3.4. pairments and exchange losses.. cember, a major lease and services agree-. billion euros client deposits and 4.6 billion. The group sold some land at a profit and. ment was concluded for 2,300 m² in the. euros entrusted funds. After a 20% volume. successfully continued the sale of its prop-. building The Crescent (Anderlecht), raising. growth in 2011, client deposits stagnated in. erty developments in Roeselare, Hasselt and. its occupancy rate to 62.5%.. 2012. The 14% increase in entrusted funds. Istanbul. In Wallonia, Extensa is actively in-. The rental yield, calculated on the fair value,. is due to the inflow of additional funds and. volved in three real estate promotion pro-. was 7.30% at 31/12/2012 (2011: 7.23%),. the excellent financial performance of the. jects, which will contribute to the results. and the debt ratio increased to 56.19%. assets under management. Of these, 2.5 bil-. within a few years.. (47.29% at 31/12/2011). Leasinvest Real. lion euros is managed by Delen Private Bank.. Estate ended 2012 with a higher net result. Aslo the loan volume from the banking core. The permit for the construction of a pas-. of 20.5 million euros (2011: 12.6 million eu-. clients increased further to 2.9 billion euros,. sive office building on the Tour & Taxis site. ros), thanks to increased rental income and. while provisions for loan losses remained. (Extensa 50%) in Brussels was obtained in. the absence of negative value adjustments. very low (0.08%).. July 2012, and construction works have be-. on the portfolio.. The consolidated net profit for 2012. gun. The building will be completed in 2014. amounted to 27.7 million euros, compared. along with a new public car park. Construc-. Groupe Financière Duval (AvH 41.14%). to the normalized net result of 26.4 million. tion works on the Grossfeld site in Luxem-. realized a lower net result in 2012 (3.9 mil-. euros in 2011. The cost - income ratio stood. bourg (Extensa 50%) couldn't start yet,. lion euros compared to 6.6 million euros in. at 58% (61% in 2011). The consolidated. which meant that the projected results could. 2011), despite a substantial increase (+19%). equity (group share) increased from 395.0. not be realized in 2012.. in turnover to 514 million euros. The pro-. million euros to 427.3 million euros. This. motion activities witnessed a delay in the. equity solidifies the bank’s position to sus-. Strategically, 2012 was a crucial year for. permitting procedure for certain projects, as. tain its steady growth on a sound financial. Leasinvest Real Estate (LRE, AvH 30.01%).. well as exceptional losses in project manage-. footing. Furthermore, the bank already sat-. Firstly, significant investments made the. ment. The exploitation activities (Odalys holi-. isfies the solvency criteria which the Basel III. Grand Duchy of Luxembourg the main in-. day parks, Résidalya retirement homes, and. agreement will implement, with a financial. vestment market for LRE (53% of the real. NGF golf) continue to make the biggest and. leverage (assets-to-equity ratio) of 9 and a. estate portfolio, compared to 47% in Bel-. fairly constant contribution to the operating. Core Tier 1 capital ratio of 14.2%.. gium); secondly, the share of retail increased. results of the Duval group.. At the end of 2012, ABK took the opportu-. substantially in the split of the portfolio by. nity to exit from the Beroepskrediet statute,. type of building (offices 47%, retail 29%,. Energy & Resources. After the record year. subject to payment of an extraordinary con-. and logistics 24%).. 2011 with very high market prices, Sipef. tribution of 60.1 million euros, with only a. The fair value of this real estate portfolio, in-. stands firm thanks to the increase of the. limited impact on its equity position. This en-. cluding project developments, stood at 618. production volumes of palm oil and rubber.. ables it to roll out the strategy of asset man-. million euros at the end of the year (com-. ager in a more flexible way and to organ-. pared to 504 million euros at 31/12/2011).. Plantation group Sipef (AvH 26.69%) real-. ize the partnership between ABK and Bank. This 22.5% increase is primarily the result. ized rising production volumes in 2012 for. J.Van Breda & C° as efficiently as possible.. of the investments in the Knauf shopping. the four basic products palm oil, rubber, tea. centre, the Rix Hotel (both in Luxembourg),. and bananas. This growth is attributable to. and the State Archives in Bruges. As a result. favourable weather conditions, greater ma-. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 28.

(29) turity of the plantations, and newly devel-. sales of AR Metallizing and Alural Belgium,. 4. Research and development. oped acreage.. this segment had a larger contribution to. The fully-consolidated group companies of. A lower demand for palm oil from China. the group result. The results of the different. Ackermans & van Haaren did not engage in. and the biofuel industry, combined with. participations in this segment are described. any significant research and development. higher production volumes in the main pro-. from page 98 onwards.. activities in 2012.. 3. Key events after the closing of the financial year. 5. Financial instruments. pact on palm oil pricing. Coupled with rising costs as a result of local inflation and higher. On 16 January 2013, Sofinim and NPM Capi-. C°, Leasinvest Real Estate, DEME, Extensa),. labour costs, this had a negative impact on. tal contributed to a substantial refinancing of. an effort is being made to pursue a cautious. operating results.. Hertel by way of a cash injection of 75 mil-. policy in terms of interest rate risk by using. The turnover stood at 333 million USD (368. lion euros (Sofinim 37.5 million euros). This. interest swaps and options. A large number. million USD in 2011), while the net result. has laid the foundations for an upturn in the. of the group’s companies operate outside. decreased by 28% to 68.4 million USD com-. results, and at the same time served to dras-. the euro zone (for example DEME, Delen. pared to the record year 2011 (95.1 million. tically reduce Hertel’s net financial debt to. Investments, Sipef, Hertel, Manuchar, Tele-. USD).. 27.6 million euros.. mond Group). Hedging activities for ex-. Despite a delay in the implementation of. On 25 January 2013, AvH announced that. change rate risk are always carried out and. the expansion plans in Papua New Guinea. Sofinim has agreed to sell its 72.92% stake. managed at the level of the individual com-. and Indonesia as a result of sustainability. in Spano Invest to the Unilin group. The. pany.. procedures and technical limitations, 1,790. transaction, which is subject to the approval. hectares were added to the planted acreage. of the competition authorities and to other. 6. Outlook. of the group. This acreage has now topped. customary conditions precedent, is expected. Notwithstanding a limited view of how the. 65,000 hectares, of which more than 20%. (depending on the timing of the closing) to. economy will evolve in 2013, the board of. has not yet reached the production stage.. result in a capital gain of more than 30 mil-. directors expects an improvement in the net. lion euros.. result.. 29. ducing countries, resulted in higher stocks in. Development Capital. The contribution. On 25 January 2013, DEME successfully is-. from the Development Capital segment was. sued a retail bond of 200 million euros. These. encumbered by the non-recurring results of. debentures yield a gross interest of 4.145%. Hertel. Thanks to the capital gains from the. and are quoted on Alternext Brussels.. Leasinvest - Canal Logistics (Neder-over-Heembeek). Sipef - Fresh palm fruit bunches entering the oil mill. Within the group (a.o. Bank J.Van Breda &. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. the second half of the year and had an im-.

(30) 30. III Corporate governance statement. • On 18 April 2006, the Charter was aligned. abuse (Section 5 of the Charter) with the. to various Royal Decrees adopted pursuant. introduction of a prohibition on short sell-. to European regulations on market abuse;. ing and speculative share trading.. amended article 3.2.2. (b) of the Charter. The Charter is available in three languages. 1. General. in order to clarify the procedure regarding. (Dutch, French and English) on the company’s. Ackermans & van Haaren has adopted the. investigations into irregularities;. website (www.avh.be).. Belgian Corporate Governance Code (the. • On 12 January 2010, the Charter was. ‘Code’), as published on 12 March 2009, as. modified to reflect the new Code and the. This chapter (‘Corporate Governance State-. its reference code. The Code can be consult-. new independence criteria set forth in Arti-. ment’) contains the information as referred. ed on the website of the Corporate Govern-. cle 526ter of the Companies Code;. to in Articles 96, §2 and 119, second para-. ance Committee (http://www.corporategov-. • On 4 October 2011, the board of direc-. graph, 7° of the Companies Code. In accord-. tors deliberated on the adaptation of the. ance with the Code, this chapter specifically. Charter to the Act of 6 April 2010 on the. focuses on factual information involving cor-. On 14 April 2005, the board of directors of. reinforcement of corporate governance in. porate governance matters and explains any. Ackermans & van Haaren adopted the first. listed companies and the Act of 20 Decem-. derogations from certain provisions of the. Corporate Governance Charter (‘Charter’).. ber 2010 on the exercise of certain share-. Code during the past financial year in accord-. holders’ rights in listed companies. On this. ance with the principle of ‘comply or explain’.. ernancecommittee.be).. The board of directors has subsequently up-. occasion, the board of directors also tight-. dated this Charter several times:. ened its policy on the prevention of market. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. • On 15 January 2008, the board of directors.

(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. 2. Board of directors 31. 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. Jacques Delen (born 1949, Belgian) com-. and ING Belgium. Luc Bertrand is also ac-. tive committee of VPK Packaging Group, a. pleted his studies as a stockbroker in 1976.. tive at the social level and is, among other. vertically integrated packaging group head-. He is chairman of the executive committee. things, chairman of Guberna (the Belgian. quartered in Belgium. Pierre Macharis is also. of Bank Delen and a director with the listed. Governance Institute) and Middelheim Pro-. chairman of Cobelpa, the Association of. agro-industrial group Sipef and with Bank. motors, and sits on the boards of several. Belgian Pulp, Paper and Boards Industries,. J.Van Breda & C°. Jacques Delen was ap-. other non-profit organizations and public. and is a director at AXA Belgium and CEPI,. pointed director at Ackermans & van Haaren. institutions such as KU Leuven, de Duve. the Confederation of European Paper Indus-. in 1992 and has been chairman of the board. Institute, Institute of Tropical Medicine and. tries. Pierre Macharis was appointed director. of directors since 2011.. Museum Mayer van den Bergh. Luc Bertrand. at Ackermans & van Haaren in 2004 and is. was appointed director at Ackermans & van. chairman of the remuneration committee.. Luc Bertrand (born 1951, Belgian) is chair-. Haaren in 1985.. man of the executive committee of Acker-. Julien Pestiaux (born 1979, Belgian) gradu-. mans & van Haaren. He graduated in 1974. Teun Jurgens (born 1948, Dutch) gradu-. ated in 2003 as electromechanical civil engi-. as a commercial engineer (KU Leuven) and. ated as an agricultural engineer at the Rijks. neer (specialization energy) at the Université. began his career at Bankers Trust, where. Hogere Landbouwschool in Groningen (The. Catholique de Louvain and also obtained a. he held the position of Vice-President and. Netherlands). He was a member of the man-. master’s degree in engineering management. Regional Sales Manager, Northern Europe.. agement team of Banque Paribas Nederland. at Cornell University (USA). Julien Pestiaux. He has been with Ackermans & van Haaren. and founder of Delta Mergers & Acquisi-. specializes in energy and climate themes and. since 1986. He holds various mandates as. tions. Teun Jurgens was appointed director. is partner at Climact, a company that advices. director within and outside the Ackermans. at Ackermans & van Haaren in 1996.. on these topics. He is currently working for. & van Haaren group. His mandates include. the federal government, a.o. on a strategic. being chairman of the board of directors. Pierre Macharis (born 1962, Belgian) com-. plan for sustainable energy in Belgium, in. of DEME, Dredging International, Finaxis,. pleted a master’s degree in commercial and. cooperation with the Department for Energy. Sofinim and Leasinvest Real Estate and he. financial sciences (1986) and also earned. and Climate Change in the UK. Before that,. is a director at Sipef, Atenor Group and. a degree in industrial engineering with a. he worked for five years as a consultant and. Groupe Flo. Outside the group, Luc Bertrand. specialization in automation (1983). He is. project leader at McKinsey & C°. Julien Pes-. holds mandates as director at Schroeders. currently CEO and chairman of the execu-. tiaux was appointed director at Ackermans. WorldReginfo - af19ca76-87b4-4e12-a339-564fbd55ba7f. 2.1 Composition.