AbOuT uS

2012

COMPAGNIE D’ENTREPRISES CFE SA

Founded in Brussels on June 21, 188042, avenue Herrmann-Debroux, 1160 Brussels - BelgiumCompany number 0400.464.795 RPM BrusselsTelephone: +32 2 661 12 11Fax: +32 2 660 77 10E-mail: info@cfe.beInternet: http://www.cfe.be

Copyright for the photos and images, in alphabetical order

DEMEGovin SorelPhilippe van GeloovenTom D’HaenensWojciech Sternak

Design and realisation

Antenno Marketing & CommunicatieCogels Osylei 19, 2600 Berchem - BelgiumInternet: http://www.antenno.com

1

Renaud Bentégeat

Philippe Delaunois

Managing Director President of the Board of Directors

Despite tough economic conditions in 2012, CFE’s net profit of the group was almost €50 million, while operating income was similar to the 2011 figure.

CFE bolstered its financial position with a €100 million bond issue, which was fully subscribed in less than an hour, showing the level of investor confidence in the group.

The order book remains strong and grew substantially in international markets, offsetting declines in both Western and Eastern Europe. This bodes well for performance in 2013.

The Rail & Road division (created in 2012 following the acquisition of REMACOM) and the Real Estate & Management Services division performed particularly well. The Multitechnics division added a new skill with the acquisition of Ariadne in Limburg.

The Dredging & Environment division considerably increased its order book. DEME also carried out a significant financial transaction in early 2013, successfully issuing €200 million of 6-year bonds.

The synergies between the CFE group’s divisions and the good fit be-tween its various activities proved their worth more than ever in 2012. This also shows the wisdom of the group’s structure and its operat-ing methods, which involve paying particular attention to its staff. It was no accident that the CFE group won two awards for its human resources policy in 2012. It was awarded Diversity accreditation by the Brussels Capital region, and won the 2012 Top Employer award for its conscientious, committed approach to its staff.

This same conscientious, committed mindset also forms the basis of all the work CFE does for its customers, along with its desire to meet their requirements as effectively as possible at all times. By taking this approach, CFE was able to ensure customer satisfaction in 2012, and will be able to continue doing so in future. This approach has also sustained long-term business relations and will continue to do so, and is leading to new relationships of trust between CFE and clients all around the world.

Editorial

2 Strategy

CFE’s expertise increasingly valued around the worldIn 2012, the CFE group pursued its policy of international expansion in all its businesses. It not only strengthened its presence in countries in which it has been operating for several years, but also substantially expanded its range of activities by winning several large contracts in new countries. The group is now aiming to establish a long-term presence in these countries. Its efforts will be supported by the excellent quality of its work, stemming from its commitment to customer satisfaction.

Strategy

3Strategy

Customer satisfaction is a key part of the CFE group’s business model and identity. It is one of the group’s core values, and one that it does not intend to let slip. It is this fo-cus on customer satisfaction that has ena-bled the group to gain a strong image as a serious, credible and trustworthy company. This image is fully justified and generates future opportunities by promoting customer loyalty and supporting efforts to win new business all around the world.

The group’s structure and operating meth-ods ensure that each entity develops lead-ing-edge expertise, and that its various business areas complement each other. Crucially, the group has great capacity for in-

Artist impression of the new port in Doha, Qatar

novation in a diverse range of high-potential business areas such as dredging, renew-able energies and sustainable construction techniques. It also has cutting-edge equip-ment with which to put innovation into prac-tice, and is generating increasing synergies between its various entities. In this way, CFE remains a harmonious, balanced group generating top-level performance, and it is constantly growing and diversifying.

In addition, its wide range of skills and ac-tivities enable it to provide comprehensive, co-ordinated solutions in-house. This is a considerable benefit for customers, par-ticularly given that customers in CFE’s busi-ness areas often require comprehensive solutions.

Dredging: conquering new markets

As regards DEME’s dredging business, the aim is to be present in new markets. In the fast-growing Australian market, for exam-ple, DEME won a prestigious contract from Wheatstone in 2012. As a result, Australia will represent 30% of DEME’s revenue in 2013. With this contract and the contract for the new port in Doha, Qatar, DEME won the two largest dredging contracts in the world last year. This success bodes well for the fu-ture, and means that DEME can look forward with confidence.

The group’s innovation strategy, which was already showcased by its research into off-shore wind power and the C-Power project

off the coast of Belgium, also resulted in remarkable progress in tidal power in 2012, along with research into rare metals buried in the oceans. These advances mean that the group is able to win new contracts in niche areas that it has created, using the highly so-phisticated tools and vessels at its disposal.

DEME’s considerable investments in ultra-modern vessels and dredgers between 2008 and 2012 went entirely to schedule. As a re-sult, the dredging business has caught up with its rivals and is now very well equipped to bid for all contracts in the market. Ac-cordingly, DEME’s investments will pause in 2013.

Ongoing international expansion efforts in construction and special techniques

The international expansion of the group’s construction activities was clearly confirmed by its successful moves into Africa and Asia. This process will continue as CFE seeks to transform contracts into a long-term pres-ence, taking advantage of the excellence it has shown when performing work.

The Multitechnics division pursued its ex-pansion strategy, and its electricity, heating and ventilation activities now cover all of Belgium. The group’s latest acquisition, Ari-adne, enhances this good geographical cov-erage. Efforts are now focusing abroad, with VMA already operating in Hungary, Poland and Turkey. The Multitechnics division may increase its presence further in these

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countries and could also expand into coun-tries like Chad and Nigeria, not to mention Asia, where CFE EcoTech is already operat-ing in Sri Lanka and Vietnam.

The right project in the right place

In Belgium, as elsewhere, location remains crucial in the real estate market, and the CFE group’s operations are exemplary in this re-spect. All of its real-estate projects have ex-cellent locations. Examples are the Belview project at the bottom of Rue Belliard in the centre of Brussels, the residential conversion of Solvay’s former head office on Chaussée d’Ixelles, a stone’s throw from the Avenue de la Toison d’Or, and the office project on land close to the Gare du Midi in Brussels, which is a particularly attractive site, including from the sustainable development point of view. In general, all land on which the group is devel-oping projects is excellently located, whether in Belgium, Luxembourg or Poland.

Rail tracklaying works

A new division focusing on trans-port infrastructure

In 2012, the group set up its new Rail & Road division, combining businesses relating to the construction and equipment of railways and roads. Alongside ENGEMA and Louis Stevens & Co, which are two growing com-panies operating in rail electrification, and the roads business of Aannemingen Van Wellen, the CFE group acquired Remacom, which specialises in laying rail tracks, in order to offer a comprehensive solution. The group is planning to expand the Rail & Road division internationally, enabling it to export its exper-tise in the medium term.

Further international expansion in public-private partnerships

The group is also taking an international approach to public-private partnerships, in which the PPP-Concessions division is currently working on projects such as the

Liefkenshoek railway tunnel in Antwerp, the Turnhout car park, the Charleroi police station and the Eupen schools project. This international focus is shown by the Coen-tunnel project in the Netherlands and the Bizerte concession in Tunisia. However, Rent-A-Port has seen the greatest interna-tional development. In Vietnam, Rent-A-Port is handling the extension of Hai Phong port, and is working on expanding its activities in the region. Rent-A-Port also operates in Nigeria, and is involved in the Duqm concession in Oman, which is likely to see significant growth in future.

More generally, the PPP-Concessions divi-sion is aiming to achieve gradual interna-tional expansion in its activities. Since this division shows major synergies with many of the group’s other operations, this expan-sion will support CFE’s efforts to export its expertise in the next few years.

Strategy

Strategy

5

CFE’s valuesThe CFE group is an international group of contractors work-ing in various disciplines, and customer satisfaction is its main objective. Everywhere in the world, the group’s primary aim is to offer the best solutions in order to build for the future.To achieve this, the group relies on certain values:

Safety firstVSafety is the group’s key priority. The quest for profit will never take precedence over the quest for safety.

Generating sustained profitsBy adopting the mission of building for the future, the group inevitably takes a long-term view of profits, with all that implies in terms of quality and customer satisfaction.

Passionate about what we doExpertise is vital, but not sufficient. Commit-ment to individual projects and a passion for our business is needed.

Meeting commitmentsWhen CFE gives its word to a customer, partner or subcontractor, it keeps it. In par-ticular, the group complies with agreed deadlines.

Stronger togetherThe good fit between the group’s various businesses and synergies between divi-sions and companies strengthen not only the group’s position, but also that of each entity.

Proud of our achievementsIn businesses where people can see and touch what the group has created, each employee, regardless of their position in the group, is proud of his or her achieve-ments.

Promoting diversityAll employees, whether they be male or fe-male, from Belgium or elsewhere, have the same opportunities in terms of recruitment and promotion, and receive equal pay for equal work. The group supports cultural diversity in its teams.

Open, transparent and integratedThe group is organised in a decentralised way, and each company retains a degree of autonomy. As a logical consequence, the group shows a high degree of openness, transparency and integrity.

Strategy

6 Management team

1

7Management team

Management Team1.GaBriel MarijsseDirector Human Resources

2. Michel GuillauMeDirector Sustainable Development Chairman Sogesmaint-CBRE

3. loDe FrankenDeputy General Manager construction divisionDirector DEMEGeneral Manager CFE Nederland

4. FréDéric claesManaging Director BPC Director Amart

5. YousseF MerDassiGeneral Manager CFE International (including CFE Hungary, CFE Slovakia, CFE România*, CFE Middle East, CFE Tchad, CFE Algérie and COBEL Contracting Nigeria Ltd).

6. jacques ninanneDeputy General Manager Corporate – Chief Financial Officer Chairman of Terryn group

7. Patrick Van craenManaging Director CLEDirector Tunisia and MoroccoDirector and General Manager CLi

8. christoPhe Van oPheMGeneral Manager CFE Brabant

9. jacques leFèVreManaging Director BPI General Manager CFE Immo

10. renauD BentéGeatManaging Director of the CFE group Chairman of the management committee of DEME

11. BernarD colsGeneral Manager of the multitechnics divisionDirector CFE Polska

12. Diane ZYGasGeneral Manager of the PPP-Consessions division

13. YVes WeYtsGeneral Manager of the Rail & Road divisionManaging Director Aannemingen Van WellenDirector synergies and communication 14. Patrick VersWijVelGeneral Manager MBGManager Civil Engineering Belgium and Luxembourg

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Operational chart

PPP & Concessions

pa rt i c i pat i o n s

Hôtel de Police Charleroi

parking turnhou t

45%

45%

18%

25%

50%

25%

19%

100%

Real estate &Management services

*p o l s k a

*

66%

20%

*p o l s k a

*

l u x e m b o u r g

Multitechnics

*

65%

Rail & Road

23 january, 2013only the main companies and branches are shown

* branches

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CFE IntErnatIonal CoordInatIon CEntrE

Rail & Road Dredging & environment

a s i aa u s t r a l i a

b e l g i u m

i n d i a

m e x i c o

m i d d l e e a s t

n i g e r i a

t h e n e t h e r l a n d s

p h i l i p p i n e s

s pa i n

u k

d r e d g i n g & l a n d r e c l a m at i o n

e n v i r o n m e n ta l s e rv i c e s

r e n e wa b l e e n e r g y s o u r c e s

t e r m i n a l a n d m a r i n e s e r v i c e s

m a r i n e a g g r e g at e s

h y d r a u l i c e n g i n e e r i n g a n d m a r i n e w o r k s

d e e p s e a m i n i n g

b e l g i u m

the netherlands

u k

50%

*

55%

Construction

*

*

*

49%

50%

10 Key figures

Consolidated statement of comprenhensive income in millions of EUR

IFRS

2008 2009 2010 2011 2012

Revenue 1,728.4 1,602.6 1,774.4 1,793.8 1,898.3

Operating result (EBIT) 112.4 88.6 99.1 84.9 81.4

Profit before tax 95.4 76.8 85.2 69.2 52.2

Net profit of the group 69.9 61.7 63.3 59.1 49.1Gross self-financing (1) 185.4 174.0 195.0 171.5 184.6EBITDA (2) 196.2 184.2 197.3 181.6 199.1Equity – part of the group (before distribution)

357.7 413.3 466.1 501.7 532.4

Annual growth

IFRS

2008

2009 2010 2011 2012

Revenue 17.8% -7.3% 10.7% 1.1% 5.8%

EBIT 12.9% -19.8% 8.4% -14.2% -4.1%

Result of the year 12.0% -11.7% 2.5% -6.7% -16.9%

(1) Gross self-financing margin: see consolidated cash flow statement on page 75 of the consolidated financial report.

(2) EBITDA: EBIT + depreciation and impairements + other non-cash items (under IFRS)

Consolidated statement of financial position in millions of EUR

IFRS

2008 2009 2010 2011 2012

Equity 368.2 423.8 475.5 508.8 538.6

Working Capital 133.5 152.3 248.0 350.8 400.0

Investments in tangible and intangible assets

156.8 190.2 223.3 217.6 205.9

Depreciation 73.4 82.1 98.3 100.6 119.7

Key figures

Ratios

IFRS

2008

2009 2010 2011 2012

EBIT/ revenue 6.6% 5.7% 5.6% 4.7% 4.3%

EBIT/ cashflow 61.3% 54.4% 50.7% 49.5% 44.1%

EBITDA/ revenue 11.4% 11.5% 11.1% 10.1% 10.5%

Net profit of the group / equity – part of the group

19.5% 14.9% 13.6% 11.8% 9.2%

Net profit of the group / revenue 4.0% 3.9% 3.6% 3.3% 2.6%

11Key figures

Important comment :

In early 2012. CFE set up its new rail & road division. This division includes the activities of ENGEMA (installation of overhead contact lines and rail signalling) and Louis Stevens & Co (rail signalling)- previ-ously included in the multitechnics division- along with the road busi-ness of Aannemingen Van Wellen. and the activities of specialist track-layer Remacom. which was ac-quired at the start of the year. The environmental activities of CFE (CFE EcoTech) have been transferred to the multitechnics division.

Data by division

Key figures

3500

2008 2009 2010 2011previous

segments

2011new

segments

2012

3000

1096 1202 1202 1659

1061 968

109 1289 17

845 826

112162 76 66

98 113 166

8 14

11101010 983 964

2500

2000

1500

1000

500

0

Evolution of the order book

real estate development

Construction

Multitechn. rail&road dredging

PPP-Conc.

2000

1800

1600

1400

1200

1000

800

600

400

1900

1700

1500

1300

1100

900

700

500

300

100

200

2008 2009 2010 2011previous

segments

2011new

segments

2012

754.4

7.5

11.7

3.6 3.42.9 2.9

882.9 882.9 957.5701.3 900.3

140.7148.6

27.119.8

742.5 707.8

135.2175.6 91.8 99.3

37.426.0

149.8 156.3

26.035.0

800.0 717.8 655.5 645.2

0

Evolution of the revenue

70

80

90

100

120

110

2008 2009 2010 2011previous

segments

2011new

segments

2012

60

86.5

1

-1.9 -3.7 -2.2 -2.2 -2.5

67.6 67.6

3.7

69.172.8 86.5

6.36.0

7.4 7.2

11.5 10.2

7.4 4.69.0

9.4

4.7

10.1

10.0

5.1 3.2

9.41.85.7

10.4

50

40

30

20

10

0

Evolution of the operating result

real estate development

Construction

Multitechn. rail&road

dredgingPPP-Conc.

real estate development

Construction

Multitechn. rail&road

dredgingPPP-Conc.

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the GrouP cFe WorlDWiDe

13

the GrouP cFe WorlDWiDe

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AcTiviTiES of ThE cfE group

PPP – Concessions division

• dBFM-projects (design, build, finance, maintain)

trough public-private partnership

• Concessions

• long-term maintenance management

• Port development and management

• renewable and sustainable energy

Real estate development and management services division

• real estate

• Building management

• Project management

• Facility management

Dredging and environmental division

• dredging and marine works

• aggregates for the construction industry

• Decontamination of soils and storage of polluted

sludge

• rock placement and offshore activities

• Salvage and wreck removal

• renewable energy and project management

• terminal and marine services

• deep sea mining

Construction division

• Buildings

• Industrial constructions

• renovations

• Bridges

• Waterworks

• tunnels and underground works

• Production and construction of bonded laminate

structures

Multitechnics division

• General and industrial electricity

• Industrial and agro-industrial automation

• HVaC – sanitary facilities – heat pumps –

industrial cooling

• Fabrication of low-tension boards and high-

tension cabins

• Maintenance equipments and systems of HVaC,

sanitary facilities and domotica

• Public lighting and the installation of CCtV

• Installation of above-ground and underground

networks

• Solar energy

• Environment

Rail-Road division

• railway works : railway overhead lines,

signalization and track-laying works

• transport of energy : high and low voltage lines

• road and rail works

• asphalt works

Strategy 15

Proud of the many realisations,we are pleased to present more

IMAGES of the year 2012

Strategy1616

Amsterdam - Coentunnel

Strategy 17

Eupen - PPP Schulen

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Strategy18

Hai Phong - Dinh Vu

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Strategy 19

Antwerp - Lichttoren

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Strategy20

Dommeldange - Green Hill

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Strategy 21

Brussels - Residential building

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Strategy2222

Strategy 23

Brussels - Office building

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Strategy24

Antwerp - Liefkenshoek railway tunnel

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Strategy 25

Brussels - Belview

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Strategy26

Liège - Olympic ice rink

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Strategy 27

Delft - Railway tunnel

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Strategy2828

Luxembourg - Office building

Strategy 29

Ostend - Grande Poste

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Strategy30

Wroclaw - Logistics center

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Strategy 3131

Erps-Kwerps - HVAC works

Strategy3232

Strategy 33

Sclessin - Wastewater treatment plant

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Strategy34

Mons - Public lighting

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Strategy 35

Leuze-en-Hainaut - Medium and high-voltage electrical cabinets

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Strategy36

Mons - Installation cooling equipment

36

Strategy 37

Sint-Truiden - Electrical works

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Strategy3838

Strategy 3939

Brussels - Industrial automation

Strategy40

Schaerbeek - Track laying

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Strategy 41

Braine-le-Comte - Installation of CCTV-cameras

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Strategy4242

Strategy 43

E19 Wilrijk - Asphalt works

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Strategy4444

Strategy 45

Tanger - Cutter suction dredger Ambiorix

45

Strategy4646

Strategy 4747

Gladstone - dredging works

Strategy4848

Thornton Bank Belgian Coast - Windmill assembly

Strategy 49

Gladstone - Backhoe dredger Big Boss

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Strategy5050

Strategy 51

Shetland islands - Rock dumping

51

Strategy52

Pont de Normandie - Trailing suction hopper dredger Marieke

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Construction of the second Coentunnel and renovation of the first Coentunnel, in consortium with CFE* and built by CFE* - Amsterdam (NL).

Construction, renovation and maintenance of the schools in the German-speaking Community, in consortium with CFE* and built by BPC - Eupen (BE).

The development of a low-lying land area of over 1,000 hectares into a modern industrial park and deep-sea port, built by Rent-a-Port* - Hai Phong (Vietnam).

Residential building, built by Aannemingen Van Wellen for BPI/CFE Immo - Antwerp (BE).

Residential building, built by CLE for CLi - Dommeldange (LU) .

Construction of a new passive residential building, built by Amart - Brussels (BE).

Construction of a new passive office building, built by CFE Brabant* - Brussels (BE).

Construction of two tunnels for the Liefkenshoek rail tunnel, in consortium with CFE* and built by MBG*, Aannemingen Van Wellen, Louis Stevens & Co and ENGEMA - Antwerp (BE).

Office and residential building, built by CFE Brabant and BPC for BPI/CFE Immo* - Brussels (BE).

Construction of a new Olympic skating rink, built by BPC including a roof with bonded laminate structures, built by the group Terryn - Liège (BE).

Construction of a railway tunnel, executed by CFE Nederland* - Delft (NL).

Office building, built by CLE - Kirchberg (LU).

New cultural centre Grote Post, built by MBG* and electrical installations executed by Van de Maele Multi-Techniek - Ostend (BE).

Logistics centre, built by CFE Polska - Wrocslaw (PL)

Ventilation and air conditioning works, executed by Druart.

Construction and installation of equipments units for the wastwater collectors and pumpings stations, executed by BAGECI*, CFE EcoTech and Nizet Entreprise - Sclessin (BE).

Installation public lighting, executed by ETEC - Mons (BE).

Installation medium- and high-voltage electrical cabins executed by Nizet Entreprise - Leuze-en-Hainaut (BE).

Regulating and supplying coolant gas to the museum’s terminal units, executed by Prodfroid - Palais des Beaux-Arts - Mons (BE).

Electrical works executed by Vanderhoydoncks - Sint-Truiden (BE).

Automation of an assembly line, executed by VMA - Brussels (BE).

New track laying works, executed by Remacom* - Railway station Schaerbeek (Brussels) (BE).

Malaga-project - installation of CCTV cameras, executed by Louis Stevens & Co - Railway station Braine-le-Comte (BE).

Asphalt works at the E19 between Wilrijk and Mechelen, executed by Aannemingen Van Wellen.

Dredging works for the new TangerMed II port in Morocco, executed by the cutter suction dredger Ambiorix.

Dredging works including the deepening and widening of several access channels - Gladstone (AUS).

C-Power’s Thornton Bank farshore wind farm project - Belgian Coast.

Backhoe dredger Big Boss - Gladstone (AUS)

Rock dumping project executed by the fallpipe vessel Rollingstone - Shetland Islands (UK).

Trailing suction hopper dredger Marieke - Pont de Normandie (FR).

* = in association

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COMPAGNIE D’ENTREPRISES CFE SA42, avenue Herrmann-Debroux1160 Brussels - Belgium

Editor : Yves Weyts

Editorial Contact :Ann VansumereTel. +32 (0)2 661 13 97ann_vansumere@cfe.be