annual report 2008

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(1)We work for growth. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. annual report 2008.

(2) 18 May 2009 25 May 2009 27 August 2009 16 November 2009 5 March 2010 25 May 2010. Quarterly update Q1 2009 Ordinary general meeting Half-year results 2009 Quarterly update Q3 2009 Annual results 2009 Ordinary general meeting. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Financial calendar.

(3) 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 • an independent • diversified group • focused on a limited number of core companies with international growth potential • led by an experienced, multidisciplinary management team. Role of Ackermans & van Haaren as investor: proactive shareholder • proactively involved in - selecting senior management - defining long-term strategy • permanent dialogue with management to monitor and check - operational and financial discipline - strategic focus • active support to management for specific operational and strategic projects. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Strategy of Ackermans & van Haaren: long-term growth • concentrates on a limited number of participations for which clear objectives are agreed and that are responsible for their own financial position • focused on the systematic creation of shareholder value via a long-term strategy • strives for annual growth in the profits of each participation and in the group as a whole • based upon a healthy financial structure.

(4) Table of contents. Mission statement 3 Message from the chairmen 6 Annual report of the board of directors 10 Key events 2008 18. Board of directors, supervision and daily management 20 Corporate governance 22 General information regarding the company 29 General information regarding the company’s capital 30 Patronage 31 Glossary 32. Acitivity report. Contracting, dredging and concessions DEME 36 Algemene Aannemingen Van Laere 42 NMP 44 Rent-A-Port 45 Real estate and related services Extensa 46 Leasinvest Real Estate 49 Cobelguard 51 Financière Duval 52 Financial services Bank Delen 54 Bank J.Van Breda & C° 58 Asco-BDM 62 Private equity GIB 65 Sofinim 67 Other investments Sipef 77 Henschel Engineering 78 Koffie F. Rombouts 79 Sagar Cements 79. Consolidated financial statements. Table of contents 81 Income statement 83 Assets 84 Equity and liabilities 85 Cash flow statement 86 Statement of changes in equity 87 Notes to the financial statements 88 Report of the auditor 131. Statutory annual accounts. Balance sheet 133 Income statement 135 Comments 137. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. General information for the shareholder.

(5) Pursuant to the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a Belgian regulated market, Ackermans & van Haaren is required to publish its annual financial report. This report contains the combined statutory and consolidated annual report of the board of directors prepared in accordance with article 119, last paragraph of the Company Code. The report further contains a condensed version of the statutory annual accounts prepared in accordance with article 105 of the Company Code, and the full version of the consolidated annual accounts. The full version of the statutory annual accounts has been deposited with the National Bank of Belgium, pursuant to articles 98 and 100 of the Company Code, together with the annual report of the board of directors and the audit report. The auditor has approved the statutory annual accounts without qualification.. a) the annual accounts contained in this report, which have been prepared in accordance with the applicable standards for annual accounts, give a true view of the assets, financial situation and the results of Ackermans & van Haaren and the companies included in the consolidation; b) the annual accounts give a true overview of the development and the results of the company and of the position of Ackermans & van Haaren and the companies included in the consolidation, as well as a description of the main risks and uncertainties with which they are confronted. The annual report, the full versions of the statutory and consolidated annual accounts, as well as the audit reports regarding said annual accounts are available on the website (www.avh.be) and may be obtained upon simple request, without charge, at the following address: Begijnenvest 113 – 2000 Antwerp, Belgium Phone: +32 3 231 87 70 Fax: +32 3 225 25 33 E-mail: [email protected]. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. In accordance with article 12, §2, 3° of the Royal Decree of 14 November 2007, the members of the executive committee (i.e. Luc Bertrand, Tom Bamelis, Piet Bevernage, Piet Dejonghe, Werner Poot and Jan Suykens) declare that, to their knowledge:.

(6) [ We are convinced that the Ackermans & van Haaren model of limited debts and long-term development will continue to yield results in the future. ]. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Message from the chairmen.

(7) Ladies and gentlemen,. Ackermans & van Haaren has taken the necessary measures to ensure that the group’s participations take on a more defensive character during this difficult cycle. The attention of the management and the board of directors is clearly focused on the debt profile, liquidity, cost structure, order book and operational recurrence of the results of the group. The huge decline in the share prices has resulted in losses in our cash portfolio. Nevertheless, with a net cash position of approximately 150 million euros and a debt-free balance sheet, Ackermans & van Haaren is in a better position now than during the previous crisis period of 2002. With a net profit of 114.6 million euros (241 million euros in 2007) and a result from the participations of 136.4 million euros (183.2 million euros in 2007), the Ackermans & van Haaren model appears to once again successfully hold out in difficult times.. In the oil and gas industry, as well as in the environmental, sand and gravel sectors, the activities continue to evolve favourably. The development of new activities in offshore wind turbine farms is a very promising new factor.. 7. Message from the chairmen. After a number of years of economic boom, an unprecedented financial and economic crisis is currently sweeping the world. The pace of the change of the economic climate has shaken the confidence of many. It is still difficult today to predict how long and how deeply this crisis will be felt.. of DEME amounted to 302 million euros in 2008 (259 million euros in 2007). This has enabled it to keep the net debt stable, to substantially strengthen the shareholders’ equity (500 million euros in 2008 compared to 411 million euros in 2007) and to continue with the new investment programme.. Algemene Aannemingen Van Laere stabilised at a turnover of 136 million euros (134 million euros in 2007). The growing market for infrastructural works in Belgium offers Van Laere an important counterweight for the recession in the private construction sector. The sale of Corenox to Air Liquide and the sale of Corepi resulted in a significant exceptional capital gain of 12 million euros for Nationale Maatschappij der Pijpleidingen (NMP) (profit 2008: 15.5 million euros). NPM’s current result is in line with that of previous years. The concession activity of Rent-A-Port continues to evolve favourably.. In 2008, DEME pursued its investment programme further with the trailing suction hopper dredger “Breydel” (9,000 m3) that came into operation. The modern fleet of DEME results in high productivity, which is confirmed by a very competitive operational margin of 20% in 2008. The EBITDA. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. However, the continuing growth of the order book from 1,811 million euros (end 2007) to 2,192 million euros (end 2008) experienced a decline due to the cancellation of an order in Port Rashid in Dubai at the beginning of 2009. Thanks to a strongly diversified profile - both geographically as well as in terms of activities - DEME’s order book is of high quality. Moreover, as a result of the good distribution and diversification of activities, DEME has experienced very little delay in its order book.. DEME. In the construction, dredging and concessions sector, DEME booked a record turnover and profit growth. Turnover increased to 1,509 million euros (+15% compared to 2007: 1,314 million euros) and net profit amounted to 114.8 million euros (+27% compared to 2007: 90.2 million euros)..

(8) Partly as a result of its strategy of geographic diversification (Luxembourg) and sectoral diversification (retail and logistics), Leasinvest Real Estate has built up a stable and high-quality portfolio. The mark to market of the assets led to a decrease of the net result (20.9 million euros compared to 33.4 million euros in 2007) over the last 12 months. Nevertheless, the activities of the real estate fund continued to evolve favourably (97% occupancy rate, 7.27% rental yield). Extensa experienced a slow-down of the development projects in 2008. The partial write-back of a recorded capital gain in connection with the sale of a shopping centre in Romania in 2007 and the loss on the sale of the Kinesis project in Evere resulted in one-off losses of 7.6 million euros and finally, in a net loss for Extensa of -1.7 million euros (versus 15.2 million euros net profit in 2007). Extensa has a significant development potential of approximately 400,000 m2 at prime locations and progress has been made in the licensing procedures for the various projects. The 16% increase in the turnover of Cobelguard in 2008 again showed its potential for growth. With the acquisition of Vacances Bleues, Financière Duval confirmed its growth in the sector of management of holiday residences in France (235 million euros turnover). Progress was also made in the management of nursing homes for the elderly (1,020 beds), offices and car parks. While the total turnover (+54% to 401 million euros) and the operational cash flow (+12% to 29.5 million euros) increased considerably, the net result decreased to 5.8 million euros (7.5 million euros in 2007) through an increase in depreciations and interest charges. In 2008, Ackermans & van Haaren increased its participation from 21% to 30%. 2008 was clearly a very difficult year for the financial sector. Despite the turmoil in this sector, both Bank Delen and Bank J.Van Breda & C° realised a strong commercial growth with a respectable result. Bank Delen and Bank J.Van Breda & C° did not buy – neither for themselves, nor for the account of their customers – any subprime paper or any other toxic products. In 2008, Ackermans & van Haaren increased its share in Finaxis from 75% to 78.75%. The stock market decrease resulted in a decline of the assets under management from 12.1 billion euros to 10.3 billion euros at the end of 2008. This also led to a slight decrease in the Finaxis result from 58 million euros to 51 million euros in 2008.. The successful integration of Capital & Finance, the record net inflows, the low cost/income ratio (46.1% compared to 44.6% in 2007), the increase in the shareholders’ equity (281 million euros compared to 246 million euros in 2007) and the high Core Tier 1 capital ratio (30.6%) and liquidity ratios confirm the quality and good evolution of Bank Delen in a difficult market in 2008. Bank Delen was awarded “Best Private Bank” in Belgium for the third year in a row by Euromoney. Bank J.Van Breda & C° also evolved positively thanks to a prudent financial management and strong commercial performances. At the end of 2008, shareholders’ equity amounted to 223 million euros compared to 207 million euros at the end of 2007. The solvability ratio increased to 12.5% (11.8% at the end of 2007); the core capital risk ratio, calculated on the basis of shareholders’ equity in the strict sense, amounted to 10.1% (9.5% at the end of 2007). Moreover, the bank had an extremely conservative leverage ratio (total assets vs. shareholders’ equity) of only 13.2 at the end of 2008. In 2008, the customer deposits increased to 2.2 billion euros (+17%). The credit volume of the target group of customers grew to 1,872 million euros in 2008 (+ 7%), while the activity of providing automobile financing to domestic retail customers grew by 4% to 277 million euros. The entire credit portfolio of Bank J.Van Breda & C° is financed with customer deposits. In addition, the bank kept the losses on loans well under control in 2008 (0.19% vs. 0.13% in 2007). As a result of the return to a more normal interest curve in the first months of 2009, the bank expects an increase in its interest results for 2009. In the private equity sector, a decrease to 25.1 million euros (compared to 47.2 million euros in 2007) of the contribution to the current result was recorded in 2008. The sale of Arcomet and Oleon in 2008 resulted in capital gains of 10.4 million euros. This result was reduced due to impairments of 17.3 million euros at the level of Groupe Flo and Distriplus. The depreciation of Groupe Flo was due to the decision to change the Bistro Romain chain to the stronger brand name “Hippopotamus” and the resulting amortisation of the brand name Bistro Romain in the books of Groupe Flo. In 2008, Groupe Flo was also affected by the abolition of certain social subsidies (“Aide Sarkozy”). The imminent reduction of the VAT rate for the restaurant sector could have a favourable effect on the chain.. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Message from the chairmen. 8.

(9) Sipef. 9. Message from the chairmen. For Henschel, 2008 was again a year of strong growth in its operational result with an EBITDA of 12.7 million euros compared to 11.2 million euros in 2007. Nonetheless, Henschel recorded a largely reduced net result of 3.8 million euros (8.5 million euros in 2007) due to one-off losses on mark to market revaluations of euro-Polish zloty hedges. In 2008, investments were made in new installations for larger cranes used for the wind turbine sector and for large infrastructure projects. 2008 was also the year in which a first investment was made in India. The partnership with the Reddy family in Sagar Cements is evolving well, and in 2008, the company realised a considerable increase in its production capacity from 0.6 million to 2.5 million tons of cement per year. The net cash position of the group, including the sale of Oleon, reached a level of 154.7 million euros at the end of the year. The total cash position was affected by the depreciation of the Fortis and KBC portfolios.. The private equity segment is experiencing the impact of the economic slow-down. We are convinced that the Ackermans & van Haaren model of limited debts and long-term development will continue to yield results in the future. The sale of Oleon after 8 years with an IRR of 14.8% is a good example of our model. Since the company split off from a multinational group at the time of the MBO, Oleon has developed into a well-managed, international company. Thanks to the complementary qualities of the acquiring company Diester/ Sofiprotéol in the area of raw materials, we expect Oleon to develop into an even stronger player in the oleochemical industry. 2008 was a record year for Sipef. The high palm oil prices at an average of 950 USD/ton in 2008 resulted in a profit of 58.8 million USD (47.3 million USD in 2007). Despite the fact that palm oil prices have decreased substantially to 530 USD/ton, Sipef enjoys a strong net cash position of 14 million USD at the end of 2008. This plantation group is wellpositioned to continue growing further.. For these reasons, and as a result of the definite weakening of the economy, the board of directors has decided to propose that the dividend be maintained at the same level as last year (1.39 euros per share). We thank the employees of the group for their renewed commitment and attention in this complex and extremely challenging economic situation.. Luc Bertrand Chairman of the executive committee. Alain Dieryck Chairman of the board of directors. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. At Distriplus, the restructuring progressed at a slower rate than expected. The new logistics platform, the new management systems and the integration of Di are in progress. As a precaution, an exceptional impairment of the goodwill was recorded in 2008..

(10) [ To the annual general meeting of 25 May 2009 ]. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Annual report of the board of directors.

(11) I STATUTORY ANNUAL ACCOUNTS 1. Capital and shareholding During the last financial year, there have been no changes in the company’s share capital. The share capital amounts to 2,295,278 euros and is represented by 33,496,904 shares, without indication of nominal value. All shares have been paid up in full. In 2008, 46,500 new options were granted in the context of the stock option plan. The options granted and not yet exercised, as per 31 December 2008, entitle their holders to acquire an aggregate of 310,800 Ackermans & van Haaren shares (0.93%). The company received on 31 October 2008 a transparency declaration persuant to the transitory regime of the law of 2 May 2007, whereby Scaldis Invest NV - together with “Stichting Administratiekantoor Het Torentje” - communicated its participation percentage. The relevant details of this transparency declaration can be found on the website of the company (www.avh.be).. 2. Activities For an overview of the main activities of the group during the financial year 2008, reference is made to the Message from the chairmen (p.6).. 3. Comments on the statutory annual accounts 3.1 Financial situation as per 31 December 2008 The statutory annual accounts of Ackermans & van Haaren have been prepared in accordance with Belgian accounting rules. In view of the fact that capital losses were recorded both on the remaining stake in KBC as well as on other items included under investments, the total assets of Ackermans & van Haaren decreased from 1,381.6 million euros at the end of 2007 to 1,319.1 million euros at the end of 2008.. In 2008, Ackermans & van Haaren has also divested, among other things via the sale of its participation in Avafin Re, via the sale of approximately 1/6th of its position in KBC and its (30%) participation in IBF.. 11. Annual report of the board of directors. It is our privilege to report to you on the activities of our company during the past financial year and to submit to you, for approval, the statutory and consolidated annual accounts, closed on 31 December 2008. In accordance with Article 119 of the Company Code, the annual reports on the statutory and consolidated annual accounts have been combined.. In 2008, Ackermans & van Haaren has mainly invested in increasing its stake in some of the existing participations, the most significant of these being: Financière Duval (increase from 20.8% to 30% through the exercising of warrants), AvH Resources India via capital increases in an amount of 9.1 million euros and Brinvest (from 98.7% to 99.9%). A participation of 20% was acquired in Koffie F. Rombouts.. The financial debts of Ackermans & van Haaren in the statutory annual accounts (625 million euros) are in line with the situation at the end of 2007 and are exclusively composed of short-term advances granted by Ackermans & van Haaren Coordination Center, the capital of which is entirely owned by group companies. The statutory results of Ackermans & van Haaren represent a loss of 14.2 million euros in comparison with a profit of 206.3 million euros in 2007. As already mentioned in previous years, the statutory accounts are determined to a large extent by dividends and portfolio results (capital gains/losses as well as amounts written off or possible write-backs of the same). In 2008, Ackermans & van Haaren collected dividends of 111.7 million euros from its subsidiaries, in comparison with 233.6 million euros in 2007 (which also included a very large dividend distributed by GIB). Nevertheless, the result ultimately consists of a loss, mainly as a result of 103.0 million euros in amounts written off. As a result of that loss and the dividend distributed in June 2008, the statutory shareholders’ equity of Ackermans & van Haaren decreases to 643.1 million euros, compared to 704.0 million euros at the end of 2007. During the financial year 2008, Ackermans & van Haaren acquired 22,994 treasury shares and sold 1,500 of these. These transactions are directly related to covering the obligations resulting from and/or the exercise of stock options issued for the benefit of the staff members of Ackermans & van Haaren.. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Dear shareholder,.

(12) group and on the realisation of any capital gains or losses.. 3.2 Allocation of the results The board of directors proposes to allocate the result (in euros) as follows:. 5. Notices Profit of the previous financial year carried forward Loss of the financial year Total for allocation Allocation to the legal reserves Allocation to the non-distributable reserves Allocation to the distributable reserves Dividends Directors’ fees Profit to be carried forward. 5.1 Key events after the closing of the financial year 541,567,041 (14,157,850) 527,409,191 0 1,506,417 5.2 Application of Article 523 of the Company Code 0 46,560,696 213,500 479,128,578. The board of directors proposes to distribute a gross dividend of 1.39 euros per share. After withholding tax, the net dividend amounts to 1.0425 euros per share, or 1.1815 euros for the coupons that are presented together with the VVPR strip coupon. If the Annual General Meeting approves this proposal, the dividend will be paid from 3 June 2009 upon presentation of coupon no. 10, at the offices of Bank Delen, Bank J.Van Breda & C°, Bank Degroof, Fortis Bank, KBC Bank, ING Belgium, Dexia Bank and Petercam. Following this allocation, the shareholders’ equity will amount to 643,062,341 euros and will be composed as follows:. Capital - Subscribed capital - Issue premium Reserves - Legal reserves - Non-distributable reserves - Tax-exempt reserves - Distributable reserves Profits carried forward Total. Since the closing of the financial year 2008, there have been no major events which could have a significant influence on the development of the company.. 2,295,278 111,612,040 248,081 13,743,611 0 36,034,753 479,128,578 643,062,341. 4. Outlook As in previous years, the results of the current financial year will, to a large extent, depend on the dividends distributed by the companies within the. Extract from the minutes of the meeting of the board of directors of Ackermans & van Haaren of 15 April 2008: “Finaxis NV: increase of beneficial interest with 3.75% Before the board of directors starts deliberations on this point of the agenda, Jacques Delen declares that he has, as an indirect shareholder of Promofi SA, a conflict of interest with the proposed decision, within the meaning of article 523 of the Company Code. Jacques Delen leaves the meeting and does not take part in the deliberation and decision-making concerning this item. As already mentioned at the meeting of the board of directors of 4 March 2008, the Delen family has proposed on 18 January 2008 that Ackermans & van Haaren would take an interest of 15% in Promofi, which itself holds a participation of 25% in Finaxis. The board of directors has approved on principle the proposed investment at its previous meeting, subject to a benchmarking of the valuation of Finaxis based on available national and international analyst reports. Based on a relevant set of analyst reports, an agreement has been reached on the valuation of Finaxis at 957.4 million euros. With the acquisition of a 15% interest in Promofi, the company increases its (indirect) interest in Finaxis with 3.75%. In the opinion of the board of directors, the reinforcement of the participation of Ackermans & van Haaren in the strategic pillar of the financial services is in the interest of the company and will in 2008 in principle result in an increase of the contri-. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Annual report of the board of directors. 12.

(13) determined on the basis of the average price of the share during 30 days prior to the offer.. The share purchase agreement shall provide that Ackermans & van Haaren is entitled to exchange its 15% interest in Promofi at any time against a direct interest of 3.75% in Finaxis, and that it can appoint a representative at first demand in the board of directors of Promofi.. As it is the policy of the company to cover the obligations under the stock option plan through the purchase of own shares, the consequences of a proprietary nature for the company are, in principle, limited to the assumed or foregone interest during the period from the purchase of the shares to the resale to option-holders.. The board of directors approves the proposed investment. The board of directors is furthermore of the opinion that this transaction does not qualify as insider information within the meaning of the Law of 2 August 2002. The proposed transaction accounts for less than 2% of the market capitalization. The transaction will be executed at the end of April and will be announced in the upcoming trading update of 23 May. Jacques Delen rejoins the meeting.” Extract from the minutes of the meeting of the board of directors of Ackermans & van Haaren of 11 December 2008:. Luc Bertrand rejoins the meeting.”. 13. Annual report of the board of directors. bution to the result. The acquisition can be entirely financed with equity.. 5.3 Additional remuneration for the auditor We further report that, in accordance with Article 134, §§ 2 and 4 of the Company Code, an additional remuneration of 4,650 euros (excl. VAT) has been paid to Ernst & Young Tax Consultants CV for tax advice and 3,500 euros (excl. VAT) to Ernst & Young Bedrijfsrevisoren BCV for an analysis of the personnel cycle and a statement of turnover. Furthermore, an amount of 42,512 euros (excl. VAT) has been paid to Ernst & Young Finansman (Turkey) for due diligence activities.. “Granting of stock options. Pursuant to Article 523 of the Company Code, Luc Bertrand will inform the auditor of the company concerning the conflict of interest after this meeting. Mr. Luc Bertrand exits the meeting and does not take part in the deliberations and 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 authorisation to offer a maximum of 50,500 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, the Nationale Investeringsmaatschappij and Sofinim. The offer of the options must take place on 5 January 2009. As in previous years, the exercise price will be. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Before the board of directors starts deliberations on the granting of stock options, Luc Bertrand declares that he, as beneficiary to the stock option plan, has a direct interest of a proprietary nature that is contrary to the proposed resolution, within the meaning of Article 523 of the Company Code..

(14) 5.4 Research and development. 5.6 Notice pursuant to the law on public take-over bids. The company has not undertaken any activities in the area of research and development.. 5.5 Acquisition and sale of treasury shares On 9 March 2009, the Extraordinary General Meeting authorised the board of directors of Ackermans & van Haaren to acquire treasury shares within a well-defined price range during a period of 5 years. In the course of the financial year 2008, Ackermans & van Haaren acquired 22,994 treasury shares. These shares were acquired to cover the company’s obligations under the stock option plan. Including these shares and taking into account the sale of 1,500 shares pursuant to the exercise of options, the situation as per 31 December 2008 is as follows:. Number of treasury shares Par value per share Average share price Total investment value. 263,046 (0.79%) 0.07 euro 52.12 euro 13,708,858 euro. In addition, Brinvest, an indirect subsidiary of Ackermans & van Haaren, holds another 51,300 shares of Ackermans & van Haaren.. By letter of 18 February 2008, Scaldis Invest has sent a notification to the company, in accordance with Article 74 §7 of the law of 1 April 2007 on public take-over bids. From this notification, it appears that Scaldis Invest owns over 30% of the shares with voting rights of Ackermans & van Haaren and that “Stichting Administratiekantoor Het Torentje” has ultimate control over Scaldis Invest.. 5.7 Protection schemes (i) Powers of the board of directors On 9 March 2009, the Extraordinary General Meeting renewed the authorisation of the board of directors to proceed, in case of a public take-over bid for the securities of Ackermans & van Haaren, to a capital increase in accordance with the provisions and within the limits of Article 607 of the Company Code. The board of directors is allowed to use this authorisation if the notification of a public take-over bid is given by the Banking, Finance and Insurance Commission to the company not later than three years from the date of the aforementioned extraordinary general meeting. The board of directors is also authorised for a period of three years, which expires on 2 April 2012, to acquire or divest shares of the company in the event that this is required in order to safeguard the company from serious and imminent harm. (ii) Important agreements Pursuant to the shareholders’ agreement with respect to D.E.M.E. NV (DEME) which the company and its subsidiary Nationale Investeringsmaatschappij NV (NIM) concluded on 22 March 2007 with Aannemingsmaatschappij CFE NV (CFE), the latter is granted specific rights in case of change or acquisition of the direct control over Ackermans & van Haaren (or over NIM, as long as NIM holds the participation in DEME). These rights essentially imply that in such cases CFE has the option of ending the shareholders’ agreement.. II CONSOLIDATED ANNUAL ACCOUNTS 1. Risks and uncertainties Ackermans & van Haaren invests on a long-term basis in a limited number of companies with international growth potential. The diversified character. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Annual report of the board of directors. 14.

(15) 2. Comments on the consolidated annual accounts The consolidated annual accounts for the financial year 2008 are prepared in accordance with the International Financial Reporting Standards (IFRS). The consolidated balance sheet total as at 31 December 2008 amounts to 5,220 million euros, an increase of 7% compared to the balance sheet total of 4,888 million euros at the end of 2007. The total amount of divestments (excluding the investment portfolio) amounts to 61.3 million euros in 2008, compared to 37.9 million euros in 2007. The most significant divestments were the sale of the participations in Oleon Holding and Oleon Biodiesel to the French group Sofiprotéol, the sale of the 10% participation in Arcomet Beheer and the 30% interest in IBF.. 15. Annual report of the board of directors. of these investments in such areas as contracting and dredging activities, financial services, real estate and private equity (with investments in a variety of industries) contributes to a balanced distribution of the economic and financial risks. Moreover, Ackermans & van Haaren generally finances these investments with equity. Of course, each group company has an individual risk profile depending on the industry in which it is active. The results of Bank Delen are, for instance, partially dependent on the overall stock market climate. Bank J.Van Breda & C° is sensitive to the overall economic situation and the interest curve. DEME is active worldwide in a very competitive market. Although over the last few years, DEME has developed important activities in industries related to its core activity, its turnover remains dependent to a large extent on capital dredging work, which has an inherent cyclical character and is sometimes influenced by geopolitical developments. The real estate and promotional activities of Leasinvest Real Estate, Extensa and Financière Duval are also dependent on the general economic situation and the interest curve. Finally, the private equity sector is marked by heavy competition, also from abroad.. With a view to, and strictly limited to the purpose of hedging certain risks (such as risks resulting from the evolution of the interest rates), financial derivatives can be used. At the end of 2008, there were no hedging instruments outstanding at Ackermans & van Haaren and its subholdings. Notwithstanding the fact that Ackermans & van Haaren has a positive net cash position, it has shortterm financial debts in the form of commercial paper. The current programmes allow Ackermans & van Haaren to issue commercial paper for a total amount of 250 million euros. Of this, commercial paper was issued for only 46.6 million euros by the end of 2008. Ackermans & van Haaren possesses confirmed credit lines, spread over various banks, which largely exceed this amount. As a general rule, Ackermans & van Haaren and subholdings do not make commitments nor grant securities with respect to the liabilities of the operational group companies. Only in exceptional cases, exceptions can be made to this rule.. These divestments resulted in substantial excellent capital gains: 5.0 million euros on Oleon (which resulted in an IRR of 15% over the period 2001-2008) and 5.4 million euros on Arcomet (11% IRR over the period 2000-2008). The payment related to the Oleon transaction was received in January 2009, which has further strengthened the cash position of the group after closing of the financial year with an amount of 48.2 million euros, compared to 106.4 million euros at the end of 2008. The investment portfolio also underwent a number of changes in 2008, primarily by selling shares, such as SES, KBC and Telenet for a total of 28.1 million euros. In 2008, the prices of shares held by Ackermans & van Haaren in its investment portfolio decreased significantly. As a result of this, an impairment of 45.3 million euros was recorderd in the profit and loss account, mainly on the Fortis shares. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Ackermans & van Haaren has a considerable cash reserve, which is partially invested in short-term deposits held with renowned financial institutions and is partially invested in liquid shares..

(16) in the portfolio. In addition, the latent capital gains on the investment portfolio have almost entirely disappeared (decrease of 113.9 million euros, the major part of which is related to the price evolution of the KBC share). The net cash position, including the investment portfolio, amounted to 106.4 million euros at the end of 2008 (154.7 million euros including the returns on the sale of Oleon Holding and Oleon Biodiesel) compared to 363.6 million euros at the end of 2007. The consolidated shareholders’ equity of Ackermans & van Haaren (share of the group - before profit distribution) amounts to 1,517.1 million euros at the end of 2008, which corresponds to 45.3 euros per share. An (economic) breakdown of these results over the group’s various activity divisions is set out in the appendix to the annual report entitled “Key Figures”. Contracting, dredging and concessions (DEME, Van Laere, NMP, RAP) saw an increase of their contribution to 72.8 million euros (53.8 million euros in 2007). Based on a continuously high level of activity and an almost full utilisation of the fleet, DEME realised a record turnover and net profit. The turnover increased by 14.8% to 1,509 million euros, the operational cash flow (EBITDA) increased by 16.4% to 302 million euros and the net profit by 27.4% to 114.8 million euros. Van Laere recorded a stable turnover (136 million euros) and a respectable result (2.4 million euros). The order book remained well-filled (174 million euros) in a very competitive market. NMP recorded a significant increase of its result (15.5 million euros vs. 6.3 million euros in 2007) thanks to a 12 million euros capital gain from the sale of its participation in Corenox to Air Liquide and in Corepi.. The contribution of the real estate activities (7.5 million euros) declined in comparison with 2007, which is mainly due to the lack of capital gains in 2008 and to a number of negative non-recurrent items. Leasinvest Real Estate recorded an increasing real estate result on a stable, high-quality portfolio. The fair value of the real estate portfolio amounted to 534 million euros at the end of 2008 and now covers 345,000 m2 with a strong occupation rate of 97.29% and a rental yield of 7.27%. Extensa had a more difficult year, already experiencing a slow down in the sale of development projects. The land development activities in Belgium contributed a recurrent 4.3 million euros. The delay in the completion of real estate projects in Romania and Istanbul and a number of exceptional costs explain, to a large extent, the decrease in the results of Extensa (-1.7 million euros). The financial services made a very respectable contribution of 38.4 million euros. The assets under management of Bank Delen amounted to 10,343 million euros at the end of 2008, which implies a significant net inflow of new assets under management. The volatile financial markets and the limited investment opportunities have, however, resulted in the slight decrease of gross operating returns to 104.5 million euros and the decline of net profit by 12% to 32.5 million euros. The consolidated shareholders’ equity increased further to 281 million euros, which represents a Core Tier 1 capital ratio of 30.6%. Bank J.Van Breda & C° also recorded a strong commercial performance. The total capital invested by clients increased by 6.6% to 5,009 million euros. The total volume of credit increased by 7% to 2,202 million euros, while the loan loss provision remained at a low level (0.19%). The net result decreased to 20.6 million euros, as a result of capital losses on hedging instruments and the increased provisions for credit losses. The shareholders’ equity increased to 223 million euros and the Core Tier 1 capital ratio amounted to 10.1%. The private equity activity made a considerably lower contribution during 2008 (7.8 million euros, after impairments) than during 2007 (47.2 million euros), partly due to the impact of the economic slow-down in the fourth quarter and partly due to the impairments with respect to Groupe Flo (11.4 million euros, share AvH) and Distriplus (5.9 million euros, share AvH). The adjusted net asset value of the private equity portfolio amounts to 438.8 million euros at 31 December 2008 (compared to 478.7 million euros at 31 December 2007).. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Annual report of the board of directors. 16.

(17) 6. Outlook for 2009. 17. The present economic crisis calls for great caution. This doesn’t alter the fact that the board of directors of Ackermans & van Haaren is confident that most of the participations of the group are well positioned.. On behalf of the board of directors, 21 April 2009. Luc Bertrand Director. Alain Dieryck Chairman. Annual report of the board of directors. Due to very good market prices for palm oil, rubber and tea, Sipef realised a record profit of 58.8 million USD, an increase of 24% compared to 2007. The 62 million USD operational cash flow has resulted in the expansion of the cultivated acreages by 3,432 ha and enabled the company to end the year with a positive net cash position of 14.5 million USD. Henschel had a good 2008, with a EBITDA of 12.7 million euros, which was driven by a strong demand for telescopic cranes. The net result amounted to 3.8 million euros, after 6.4 million euros exceptional mark-to-market valuation of (unrealised) exchange rate hedges.. 3. Key events following the closing of the financial year No major events which could have a significant influence on the activities or on the financial position of the company have taken place after the closing of accounts.. 4. Research and development In 2008, Ackermans & van Haaren and the fully consolidated participations have not engaged in any research and development activities.. The group can make use of financial instruments for risk management, and in particular of financial instruments that would mitigate the effect of an increase in short-term interest rates. At Extensa Group, Leasinvest Real Estate and AvH Coordination Center, these instruments form part of the financing of short-term credit requirements via the commercial paper programme. The counterparties of these financial instruments are exclusively renowned banks. Within Bank J.Van Breda & C°, a similar effort is being made to pursue a cautious policy in terms of interest rate risk by using interest swaps and options. A large number of group participations are active outside the euro-zone (a.o. DEME, Sipef, Hertel, Manuchar, Henschel). The exchange rate risk in each of these cases is followed up and controlled at the level of the participation itself.. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. 5. Financial instruments.

(18) Key events 2008. FEBRUARY 2008 • AvH acquires a minority interest of 20% in Koffie F. Rombouts.. APRIL 2008 • AvH increases its participation in Finaxis from 75% to 78.75%. • Dredging International (DEME) is awarded a dredging assignment for the deepening and widening of the Panama Canal. DEME. JANUARY 2008 • Bank Delen is nominated “Best Private Bank in Belgium” for the second time in a row by Euromoney.. MAY 2008 • Synvest increases its participation in Corelio in the context of the sale of the shares of KBC Private Equity. Through this, AvH indirectly increases its participation in Corelio from 15.9% to 20.2%.. Most significant events after the financial year 2008. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Leasinvest Real Estate. MARCH 2008 • AvH acquires a participating interest of 14.3% in the Indian listed cement manufacturer Sagar Cements Ltd. • LRE acquires 3 logistics sites (4,500 m2, 8,000 m2 and 28,000 m2) in the province of Antwerp and develops a logistics site of 50,000 m2 in Nederover-Heembeek..

(19) JULY 2008 • DEME orders a new fallpipe vessel (19,000 tons) in order to strengthen its offshore subsidiary Tideway. • LRE builds a new branch for Cegelec in Zwijndrecht and acquires a still to be completed office building in Luxembourg.. OCTOBER 2008 • Nationale Maatschappij der Pijpleidingen sells Corenox to Air Liquide and Corepi.. 19. NOVEMBER 2008 • Together with the other shareholders of Oleon Holding, Sofinim concludes an agreement for the sale of its participation in Oleon Holding (37%) and Oleon Biodiesel (40%) to the French group Sofiprotéol. DECEMBER 2008 • LRE acquires a retail portfolio of 35,000 m2 in the Grand Duchy of Luxembourg. • DEME continues the diversified investment programme with the order of a new trailing suction hopper dredger (30,000 m3).. FEBRUARY 2009 • Bank Delen is nominated “Best Private Bank in Belgium” for the third time in a row by Euromoney. Bank Delen. JANUARY 2009 • The sale of the Oleon group to the French group Sofiprotéol is completed. • Sofinim and Immobel sell their participation in I.D.I.M. to the Regional Development Corporation Brussels (RDCB).. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Spano. AUGUST 2008 • DEME wins a contract for the construction of a new container terminal London Gateway for DP World. • Spano and Aspiravi start with the construction of a combined heat and power station (25 MW) in Oostrozebeke.. • DEME wins the important environmental contract AMORAS for the construction and management of a sludge processing installation in Antwerp.. Key events 2008. JUNE 2008 • Together with the other financial shareholders, Sofinim sells its participating interest (10%) in Arcomet Beheer to the management. • AvH increases its participation in Financière Duval to 30% by exercising its warrants..

(20) General information to the shareholder. [ board of directors ] at the back, from left to right: Pierre Macharis, Pierre Willaert, Luc Bertrand and Teun Jurgens at the front, from left to right: Thierry van Baren, Alain Dieryck, Jacques Delen and Frederic van Haaren. [ executive committee ]. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. from left to right: Tom Bamelis, Piet Bevernage, Werner Poot, Jan Suykens, Luc Bertrand and Piet Dejonghe.

(21) Board of directors, supervision and daily management. Alain Dieryck Luc Bertrand Jacques Delen Teun Jurgens Pierre Macharis Thierry van Baren Frederic van Haaren Pierre Willaert. Chairman of the executive committee. Board of directors, supervision and daily management. BOARD OF DIRECTORS President Directors. 21. AUDITOR Ernst & Young Bedrijfsrevisoren BCV, represented by Patrick Rottiers and Christel Weymeersch.. Luc Bertrand Tom Bamelis Piet Bevernage Piet Dejonghe Werner Poot Jan Suykens. MANAGEMENT OF PARTICIPATIONS (together with the members of the executive committee) Marc De Pauw André Xavier Cooreman Koen Janssen Matthias De Raeymaeker Harold Vanheel Johan Crijns John-Eric Bertrand GROUP SERVICES Finance. Legal and Administration. Tom Bamelis Hilde Delabie Ingrid Van de Maele Marc De Groote Bart Bressinck Jean-Claude Janssens Katia Waegemans. Financial manager Group controller Group controller Accountant Accountant Treasurer Information & communication manager. Piet Bevernage Sofie Beernaert Edouard De Saegher Brigitte Adriaensens Michel Malengreau. Secretary general Legal counsel Administration and personnel Corporate secretary NIM/Sofinim Tax counsel. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. EXECUTIVE COMMITTEE President Members.

(22) Corporate Governance. 1 GENERAL On 14 April 2005, the board of directors of Ackermans & van Haaren adopted the first Corporate Governance Charter (‘Charter’). The Charter has been prepared in accordance with the provisions of the Belgian Corporate Governance Code (‘Code’), published on 9 December 2004 by the Corporate Governance Committee. The first Charter was published on 6 May 2005. Since then, the board of directors updated the Charter at its meeting of 18 April 2006 further to various Royal Decrees adopted pursuant to European regulations on market abuse. On 15 January 2008, the board of directors has amended article 3.2.2. (b) of the Charter in order to clarify the procedure regarding investigations into irregularities. The amended Charter was published on 15 April 2008 and can be consulted in three lan-. guages (Dutch, French and English) on the website of the company www.avh.be. The Charter will be adapted in the course of 2009 further to the publication on 12 March 2009 of the new version of the Code. Pursuant to the Code, Ackermans & van Haaren is to include a chapter (‘Chapter’) in its annual report in which special attention is given to factual information about corporate governance, to any changes that may have occurred in the corporate governance policy, and events relevant to corporate governance that occurred during the past financial year. This Chapter also includes an explanation on the derogations from the recommendations of the Code during the past financial year in accordance with the ‘comply or explain’ principle.. 2 BOARD OF DIRECTORS 2.1 Composition. Name. Born. Office. Alain Dieryck Luc Bertrand Jacques Delen Teun Jurgens Pierre Macharis Thierry van Baren Frederic van Haaren Pierre Willaert. 1943 1951 1949 1948 1962 1967 1960 1959. Chairman, non-executive Executive Non-executive Independent non-executive Independent non-executive Non-executive Independent non-executive Independent non-executive. End of term of office 2009 2009 2012 2010 2012 2010 2009 2012. The board of directors will propose to the annual general meeting of 25 May 2009, to renew the mandates of Alain Dieryck, Luc Bertrand and Frederic van Haaren for a term of 4 years.. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Corporate Governance. 22.

(23) 2.2 Independent directors. Teun Jurgens, Pierre Macharis, Frederic van Haaren and Pierre Willaert are independent directors within the meaning of article 524 of the Company Code. They meet all independency criteria set out under article 2.2.4 of the company’s Charter. Teun Jurgens, Pierre Macharis and Pierre Willaert also meet the new independence criteria set forth in article 526ter of the Company Code.. Alain Dieryck Luc Bertrand Jacques Delen Teun Jurgens Pierre Macharis Thierry van Baren Frederic van Haaren Pierre Willaert. 23. Corporate Governance. Teun Jurgens is a company director. Pierre Macharis is managing director and chairman of the executive committee of the listed company VPK Packaging Group NV. Frederic van Haaren is a company director. Pierre Willaert is a company director.. scale of the results, they can be equated to fixed, nonperformance related remuneration. The individual fees and other benefits granted, directly or indirectly, by Ackermans & van Haaren and its subsidiaries to the respective directors in 2008 are limited to the directors’ fees distributed (for the financial year 2007) as follows:. 7,000 euro 25,000 euro 27,500 euro 27,500 euro 27,500 euro 29,000 euro 29,000 euro 33,000 euro. 2.3 Other directors. 2.4 Director’s remuneration All directors received a directors’ fee in 2008 (for the financial year 2007). The amount of the directors’ fee consists of a base sum of 25,000 euros. For the chairman, this amounts to 30,000 euros. In addition, the directors who are member of an advisory committee receive an additional sum in directors’ fees, resp. 2,500 euros for the members of the remuneration committee, 4,000 euros for the members of the audit committee and 8,000 euros for the chairman of the audit committee. In 2008, the directors received a total of 205,500 euros in directors’ fees. Since the sums of these directors’ fees bear no relation to the. For the sake of completeness, it is to be noted that Luc Bertrand also receives a remuneration as chairman of the executive committee of Ackermans & van Haaren (see item 6.3 hereafter) as well as a fee of Sipef and that Jacques Delen also receives a remuneration as chairman of the executive committee of Bank Delen.. 2.5 Activity report The board of directors convened nine times in 2008. The average presence was 96%. In 2008, the board of directors monitored the group’s results and the development of the activities of the various participations on the basis of reports prepared by the executive committee. The board of directors also took important investment and divestment decisions in the past financial year. At its meeting of 15 April 2008, the board of directors, together with the executive committee, deliberated over the strategy of the group and formulated recommendations regarding, among other things, the sectors to which the group must give priority attention and the manner of working abroad. At its meeting of 13 January 2009, the non-executive directors have discussed, in the absence of the executive director and in accordance with article 2.7 of the Charter, the relation between the board of di-. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Luc Bertrand is chairman of the Ackermans & van Haaren executive committee. Jacques Delen is chairman of the executive committee of Bank Delen, a subsidiary of Ackermans & van Haaren. Luc Bertrand, Jacques Delen and Alain Dieryck are directors of Scaldis Invest which is, with a stake of 33%, the principal shareholder of Ackermans & van Haaren. Luc Bertrand and Alain Dieryck are also directors of Belfimas, which holds a controlling share participation of 91.35% in Scaldis Invest. Scaldis Invest and Belfimas are holding companies which exclusively invest (directly and indirectly) in Ackermans & van Haaren shares. Thierry van Baren is marketing and communication consultant..

(24) rectors and the executive committee. The directors concerned expressed their general satisfaction on the good cooperation between the two corporate bodies and made some suggestions in this regard to the executive director.. 3 AUDIT COMMITTEE 3.1 Composition. President At the same meeting, the directors have evaluated the scope, the composition and the operation of the board of directors as well as its relationship to the executive committee. All of these points were positively assessed overall. In 2009, the board of directors will pay the necessary attention to the consequences of the new law of 17 December 2008 (concerning the establishment of an audit committee in listed companies) and of the new version of the Code, on the composition of the board of directors and the advisory committees.. 2.6 Code of conduct regarding conflicts of interest The board of directors has published in the Charter (articles 2.9. and 4.7.) its policy regarding transactions between Ackermans & van Haaren or a company affiliated to it on the one hand, and members of the board of directors or executive committee (or their close relatives) on the other, which may give rise to a conflict of interest (within the meaning of the Company Code or otherwise). In 2008, no decisions were made to which this policy applied.. 2.7 Code of conduct regarding financial transactions The board of directors published its policy on the prevention of market abuse in the Charter (section 5.).. Pierre Willaert, independent, non-executive director Thierry van Baren, non-executive director Frederic van Haaren, independent, non-executive director. As mentioned above, in 2008, Pierre Willaert and Frederic van Haaren fulfilled the independence criteria contained in article 524 of the Company Code, as well as those set forth in article 2.2.4 of the Charter. All members of the audit committee have the necessary accounting and audit expertise: • Pierre Willaert (1959) holds a master’s degree in commercial and financial sciences and otained the degree of the Belgian Association of Financial Analists (ABAF-BVFA), of which he is a member. He was active for a long period as financial analist at Bank Puilaetco, where he was responsible for the Belgian listed stocks. Pierre Willaert was managing partner and member of the audit committee of Bank Puilaetco until 2004. He became a board member at Ackermans & van Haaren in 1998 and is chairman of the audit committee since 2004. • Thierry van Baren (1967) holds a master’s and teacher’s degree in philosophy and obtained an MBA from Solvay Business School. As part of this education, he specialised a.o. in “Finance”, “Financial Accounting” and “Managerial Accounting”. Thierry van Baren is now an independent consultant and in this capacity familiar with different accounting aspects. Thierry van Baren became a board member at Ackermans & van Haaren in 2006. • Frederic van Haaren (1960) is the alderman of public works of the city Kapellen and is also active as director of several companies and associations. As alderman, Frederic van Haaren is familiar with the preparation and follow-up of budgets and he has experience with taking budgetting. Frederic van Haaren became a board member at Ackermans & van Haaren in 1993.. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Corporate Governance. 24.

(25) 3.2 Activity report. 4 REMUNERATION COMMITTEE 4.1 Composition. President. Jacques Delen, non-executive director Teun Jurgens, independent, non-executive director Pierre Macharis, independent, non-executive director. 6 EXECUTIVE COMMITTEE. 25. Corporate Governance. The audit committee convened four times in 2008. On 29 February and 22 August 2008, in the presence of financial management and the auditor, the audit committee concentrated mainly on the analysis of the annual and six-monthly financial statements respectively. The audit committee of 10 April 2008 focused its attention on the financial report as published in the annual report of 2007. The same occurred for the annual report of 2008, at the audit committee of 2 April 2009. At the meeting of the audit committee of 16 December 2008, the reporting on the internal audit was discussed and the internal audit planning for 2009 was approved. The members of the audit committee also receive the available reports of the audit committees of the operational subsidiaries of Ackermans & van Haaren.. March 2008 as nomination committee the renewal of the mandates of Jacques Delen, Pierre Macharis and Pierre Willaert. The nomination committee then proposed to the annual general meeting of 26 May 2008 to renew the mandates as board member of Jacques Delen, Pierre Macharis and Pierre Willaert.. 6.1 Composition. Luc Bertrand Tom Bamelis Piet Bevernage Piet Dejonghe Werner Poot Jan Suykens. Chairman. As a general rule, Alain Dieryck, chairman of the board of directors, attends the meetings of the executive committee as an observer.. 6.2 Activity report The executive committee convened 24 times in 2008. Average attendance was 93%. The executive committee is responsible for, amongst others, the day-to-day management of Ackermans & van Haaren and prepares the decisions to be taken by the board of directors.. The remuneration committee convened three times in 2008, on 15 January, 15 April and 11 December 2008. On 11 December 2008, the remuneration committee made recommendations to the board of directors regarding the remuneration of the directors, the fixed and variable remunerations for the members of the executive committee and the granting of stock options to these members and other group executives.. 5. NOMINATION COMMITTEE In accordance with article 2.2.2. of the Charter, the board of directors deliberated and evaluated on 4. 6.3 Remuneration of the members of the executive committee The members of the executive committee receive a fixed remuneration, a variable remuneration depending on the consolidated net result of Ackermans & van Haaren, and stock options. They also have the benefit of a company car and group life insurance (pension scheme, death cover, disability cover) and hospitalisation insurance. The group life insurance is of the ‘defined contribution’ type. The fixed and variable remunerations and other benefits, directly or indirectly, granted by Ackermans & van Haaren and its subsidiaries to the members of the executive committee in 2008, are set forth in the table below. By exercising their stock options (includ-. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. 4.2 Activity report.

(26) ing the stock options granted in January 2009), the members of the executive committee can acquire in the future a total of 277,800 shares Ackermans & van Haaren: (€). Fixed remuneration(2). Variable remuneration. Group and hospitalisation insurance. 1,986,614 622,106. 1,137,726(3) 378,040(4). 293,455 98,112. Executive committee(1) CEO. (1) This includes the CEO’s remuneration. Since 1 January 2008, Werner Poot is a member of the executive committee. (2) This includes the benefit in kind resulting from the use of a company car. (3) This includes the bonus calculated for the 2008 financial year and due in 2009. The bonus calculated for the 2007 financial year, paid in 2008, amounted to 1,786,286 euros. (4) The bonus calculated for the 2007 financial year, paid in 2008, amounted to 796,587 euros.. Options granted in 2009: Grant Expiry date. 2009 05.01.2017. Exercise price €. 37.02. Luc Bertrand Jan Suykens Piet Dejonghe Piet Bevernage Tom Bamelis Werner Poot. 16,000 5,500 4,000 4,000 4,000 2,000. Total. 35,500. 6.4 Main contractual conditions The contracts of the members of the executive committee contain the usual provisions regarding remuneration (fixed and variable remuneration), noncompetition and confidentiality. These contracts are of indefinite duration. The chairman of the executive committee is entitled to terminate his contract unilaterally subject to six (6) months’ notice. The company is entitled to unilaterally terminate the contract of any member of the executive committee subject to twelve (12) months’ notice.. The other members of the executive committee are entitled to terminate their contract unilaterally subject to six (6) months’ notice. The company is entitled to unilaterally terminate the contract of these members subject to eighteen (18) months’ notice. This term can increase to twenty-four (24) months, depending upon the age of the executive committee member involved (50 years or older) at the time of the unilateral termination of the contract by the company.. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Corporate Governance. 26.

(27) 7 INTERNAL AND EXTERNAL AUDIT. 8.2 Cross shareholdings. The company’s statutory auditor is Ernst & Young Bedrijfsrevisoren BCV, represented by Patrick Rottiers and Christel Weymeersch. The statutory auditor conducts the external audit (of both consolidated and statutory figures) of Ackermans & van Haaren, and reports to the board of directors twice a year. The statutory auditor was appointed at the annual general meeting of 29 May 2007. Its mandate expires at the annual general meeting of shareholders in 2010. The statutory auditor’s annual fee for auditing the statutory and consolidated Ackermans & van Haaren annual accounts is 35,000 euros (excluding VAT). In addition, a fee of 4,650 euros (excluding VAT) was paid to Ernst & Young Tax Consultants CV for tax advice and a fee of 3,500 euros (excluding VAT) for an analysis of the personnel cycle and a turnover declaration. Furthermore, 42,512 euros (excluding VAT) was paid to Ernst & Young Finansman (Turkey) as a fee for due diligence activities.. Through its subsidiary Nationale Investeringsmaatschappij NV, Ackermans & van Haaren holds a stake of 2.87% of the share capital of Belfimas.. 27. Corporate Governance. Ackermans & van Haaren holds 263,046 of its own shares as at 31 December 2008. These shares were acquired between 2001 and 2008 with a view to covering the stock option plan. Its indirect subsidiary, Brinvest NV (99.9%), holds 51,300 shares in Ackermans & van Haaren.. 8.3 Graphic representation The shareholders’ structure and cross shareholdings, as known on 21 April 2009, are shown below:. Stichting Administratiekantoor “Het Torentje”. The total cost of Ackermans & van Haaren and its fully consolidated subsidiaries paid in 2008 to Ernst & Young amounted to 520,856 euros (including the abovementioned 35,000 euros).. control. The internal audit is conducted by the group controllers, who report to the chairman of the executive committee. At least once a year, the group controllers report directly to the board of directors.. Belfimas NV. 91.35%. 2.87%. Scaldis Invest NV. 8.1 Shareholder structure Scaldis Invest NV holds 11,054,000 shares in the capital of Ackermans & van Haaren, i.e. a stake of 33%. Scaldis Invest is in turn controlled by Belfimas, which holds 91.35% of the capital of Scaldis Invest. The ultimate control of Scaldis Invest is held by ‘Stichting Administratiekantoor Het Torentje’.. 33%. Ackermans & van Haaren NV. 99.99%. NIM NV. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. 8 SHAREHOLDER STRUCTURE AND CROSS SHAREHOLDINGS.

(28) 8.4 Reference shareholder Belfimas is the (indirect) reference shareholder of Ackermans & van Haaren. Belfimas’ sole purpose is to invest, directly or indirectly, in Ackermans & van Haaren shares. Any transfer of securities issued by Belfimas is subject to a statutory right of approval of the Belfimas board of directors. Two of Ackermans & van Haaren’s directors (Luc Bertrand and Alain Dieryck) are members of the Belfimas board of directors. The board of directors is not aware of any agreements between Ackermans & van Haaren shareholders.. 9 COMPLY OR EXPLAIN The Charter of Ackermans & van Haaren does not comply with the recommendations of the Code only on a limited number of elements:. 9.1 Composition of the nomination committee Further to recommendation 5.3./1, Appendix D of the Code, the majority of the members of the nomination committee should be independent nonexecutive directors. The Ackermans & van Haaren nomination committee consists of all members of. the board of directors. Since only half of the board of directors are independent non-executive directors, the Charter derogates from the Code in that regard. The board of directors is of the opinion that in its entirety it is better able to evaluate its size, composition and succession planning.. 9.2 Prior approval of the stock option plan by the general meeting Further to recommendation 7.13 of the Code, any system used to remunerate members of executive management in the form of stock options should be approved on beforehand by the shareholders via a resolution of the annual general meeting. This approval must relate to the plan itself, but need not relate to the individual granting of sharerelated remuneration under the plan. Ackermans & van Haaren introduced a stock option plan in 1999 (this is before the adoption of the Code). The outlines of this plan were explained at the annual general meeting of 1999. All options are still granted on the basis of the 1999 stock option plan. Given the fact that the board of directors has not approved a new stock option plan since, the board is of the opinion that there is no need to submit the existing plan again to the general meeting for approval.. 9.3 Submission of proposals to the general meeting Further to recommendation 8.9 of the Code, the minimum share percentage a shareholder is required to possess in order to be able to submit proposals to the general meeting should not exceed 5% of the capital. This recommendation was not adopted in the Charter of the company. The board of directors is, however, aware of the fact that the Belgian legislator, pursuant to the European Directive 2007/36/EG of 11 July 2007 regarding the execution of certain rights of shareholders in listed companies, may impose the 5% limit at the latest on 3 August 2009.. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. Corporate Governance. 28.

(29) INCORPORATION DATE, LAST AMENDED BYLAWS The company was incorporated on 30 December 1924 by notarial deed, published in full in the Annexes to the Belgian Official Gazette of 15 January 1925 under number 566. The by-laws have been modified several times and for the last time by notarial deed of 9 March 2009, published by excerpt in the Annexes to the Belgian Official Gazette of 2 April 2009, under number 09048153. DURATION OF THE COMPANY Indefinite LEGAL FORM, APPLICABLE LAW Limited liability company under Belgian law, making or having made a public offering of securities within the meaning of article 438 of the Company Code. STATUTORY PURPOSE The statutory purpose of the company includes the following: (a) the project study, supervision and management of all kinds of public and private works, mainly in the field of construction in general, as well as the organization and administration of all companies or businesses and assistance to them in all forms; (b) the contracting of all sea- and landbased 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 canalisation of waterways, major dewatering and pumping works, dredging, drilling, sounding, well-sinking, drainage, the building of permanent structures, digging, and the general contracting of construction works, as well as the re-floating of boats and ships; (c) sea- and land-based prospecting for industrial extraction, mainly of crude oil or natural gas, as well as mineral products in general; (d) the operation, production, processing, distribution, purchase, sale and transport of all products derived from industrial extraction;. (e) the acquisition, operation, development and transfer of land, real estate and any property entitlement; (f) the acquisition, the operation and the realization, in any form whatever, of intellectual property rights, licenses and concessions; (g) the acquisition of a participation, by way of subscription, contribution, merger, cooperation, financial intervention or in any other way, in any company, enterprise, operation or association in Belgium or abroad, already existing or still to be incorporated; (h) the management, development and realization of these participations; (i) involvement, directly or indirectly, in the management, control or dissolution of any company, enterprise, business or association in which it has a participation; (j) providing assistance to the board of directors or to management or support in all possible management matters of companies, businesses or associations in which it has a participation, and in general, performing all acts constituting entirely or partially, directly or indirectly, holding activities. The company may carry out all civil, commercial, industrial and financial activities as well as activities relating to real and movable property that are linked, directly or indirectly, to its statutory purpose or that may enhance the realization thereof. The company may provide securities or guarantee in favour of companies, enterprises, businesses or associations in which it has a participation, act as representative or agent, provide advances, credit facilities and mortgages or other securities. The company’s activities may be carried out both abroad and in Belgium. CONSULTATION OF DOCUMENTS REGARDING THE COMPANY The statutory and consolidated annual accounts of the company are deposited with the National Bank of Belgium. A coordinated version of the company bylaws can be consulted with the clerck of the Commercial Court of Antwerp. The annual financial report is sent to the registered shareholders and to anyone who so requests. The coordinated version of the company bylaws and the annual financial report are also available on the company’s website (www.avh.be).. General information regarding the company. REGISTERED OFFICE Begijnenvest 113, 2000 Antwerp, Belgium BTW BE 0.404.616.494 RPR Antwerp. 29. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. General information regarding the company.

(30) General information regarding the company’s capital SUBSCRIBED CAPITAL The subscribed capital is 2,295,277.90 euros. The capital is fully paid-up and is represented by 33,496,904 shares without nominal value. CAPITAL INCREASES The most recent capital increase was decided upon on 11 October 1999, as part of the merger through acquisition of Belcofi NV by AvH NV. AUTHORIZED CAPITAL In the events set out in the special report approved by the extraordinary general meeting of 9 March 2009, the board of directors is authorised to increase the company’s capital during a period of five years as of 2 April 2009, once or several times, in a maximum amount of 500,000 euros. The board of directors can also make use of the authorized capital, in case of a public take-over bid on securities issued by the company, in accordance with the provisions and within the limits of article 607 of the Company Code. The board of directors is allowed to use this authorisation in case the notification of a public take-over bid by the Banking, Finance and Insurance Commission to the company is given not later than three years from the date of the aforementioned extraordinary general meeting. The capital increases decided upon pursuant to these authorisations may be completed in accordance with the terms and conditions as shall be determined by the board of directors, such as, amongst others, by way of a contribution in cash or, subject to applicable law, by way of a contribution in kind, or by means of the conversion of disposable or non-disposable reserves and issue premiums, with or without the issuance of new shares or through the issuance of subordinated or non-subordinated convertible bonds, as well as through the issuance of warrants or other securities, whether or not attached to other securities. issued by the company, the board being entitled to decide whether or not the new securities shall remain registered and are not convertible into bearer securities. The authorisations can be renewed in accordance with the relevant legal provisions. The board of directors may, in the interest of the company, at the occasion of a capital increase or issuance of convertible bonds or bonds to which warrants may or may not be attached or, subject to legal restrictions, of warrants carried out within the restrictions of the authorized capital, restrict or cancel the shareholders’ preferential right, including for the benefit of one or more well-defined parties or members of the company’s personnel or of its subsidiaries. NATURE OF THE SHARES The fully paid shares as well as other securities of the company may exist as registered, bearer or dematerialized securities. Each holder may, at any time and at his own expenses, request the conversion of its paid in securities into another form, within the limits of the law and without prejudice to the provisions of the third paragraph of article 9 of the by-laws. As from 1 January 2008, the company may no longer issue bearer shares and registered shares can no longer be converted into bearer shares. As from 1 January 2008, bearer shares booked on a securities account are automatically converted into dematerialised shares. As from 1 January 2008, bearer shares which are not yet booked on a securities account, are automatically converted into dematerialized shares as soon as they are booked on a securities account. The securities are indivisable 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-àvis the company by the holder of the right of usufruct, unless the parties decide otherwise.. WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. General information regarding the company’s capital. 30.

(31) Patronage. 31. CULTURAL. In 2008, Ackermans & van Haaren supported, among others, the following projects in a total amount of approximately 165,000 euros:. • •. • • •. Royal Museum of Fine Arts in Antwerp (www.kmska.be) Middelheim museum (www.middelheimmuseum.be) Rubens house (museum.antwerpen.be/rubenshuis) Cathedral of Antwerp (www.dekathedraal.be) Foundation Boghossian (Villa Empain) (www.villaempain.com). Patronage. For many years now, Ackermans & van Haaren supports certain projects of a scientific and socio-cultural nature with a link to the Antwerp region, where possible. An effort has always been made to establish a lasting relationship with the partners, it being understood that this relationship is periodically being re-assessed.. SCIENTIFIC. • • •. Insead Innovator Prize (www.insead.edu) Foundation Thierry Latran (www.fondation-thierry-latran.org) Erasmus Fund for Medical Research (www.fondserasme.be). SOCIAL. • • •. Lucia (support for mothers in need) (www.luciaweb.be) Special Olympics (www.specialolympics.be) SOS Children’s Villages (www.sos-kinderdorpen.be) Hoger Wal (through Koning Boudewijnstichting) (youth assistance) (www.hogerwal.be). WorldReginfo - db9b9cf9-7725-4021-ad63-aee1af7e8baf. •.