Ackermans & van Haaren - Annual Report 2012

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Ackermans & van Haaren is a diversified group active in 5 key segments: Infrastructure & Marine Engineering (DEME, one of the largest dredging companies in the world - Algemene Aannemingen Van Laere, a leading contractor in Belgium), Private Banking (Delen Private Bank, one of the largest independent private asset managers in Belgium, and asset manager JM Finn in the UK - Bank J. Van Breda & C, niche bank for entrepreneurs and liberal professions in Belgium), Real Estate, Leisure & Senior Care (Leasinvest Real Estate, a listed real-estate investment trust - Extensa, an important land and real estate developer focused on Belgium, Luxembourg and Central Europe), Energy & Resources (Sipef, an agro-industrial group in tropical agriculture) and Development Capital (Sofinim and GIB). In 2012, through its share in its participations, the AvH group represented a turnover of 3.3 billion euro and employed approximately 18.750 people. The group concentrates on a limited number of strategic participations with significant potential for growth. AvH is quoted on the BEL20 index, the Private Equity NXT index of Euronext Brussels and the European DJ Stoxx 600.

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  • 1. Ackermans & van Haarenconsiders the family values ofthe founding families to beof paramount importance. Elements such ascontinuity, ethical entrepreneurship, long-term thinking, working with partners andmutual respect have consequently driventhe groups policies for many decades andhave created value through growth.May 15, 2013 Interim statement Q1 2013May 27, 2013 Ordinary general meetingAugust 28, 2013 Half-year results 2013November 15, 2013 Interim statement Q3 2013February 28, 2014 Annual results 2013May 26, 2014 Ordinary general meetingAnnualreport2012Financial calendarAckermans & van Haaren NVBegijnenvest 1132000 Antwerp - BelgiumTel. +32 3 231 87 70info@avh.bewww.avh.beAnnualreport2012

2. Ackermans & van Haarenconsiders the family values ofthe founding families to beof paramount importance. Elements such ascontinuity, ethical entrepreneurship, long-term thinking, working with partners andmutual respect have consequently driventhe groups policies for many decades andhave created value through growth.May 15, 2013 Interim statement Q1 2013May 27, 2013 Ordinary general meetingAugust 28, 2013 Half-year results 2013November 15, 2013 Interim statement Q3 2013February 28, 2014 Annual results 2013May 26, 2014 Ordinary general meetingAnnualreport2012Financial calendarAckermans & van Haaren NVBegijnenvest 1132000 Antwerp - BelgiumTel. +32 3 231 87 70info@avh.bewww.avh.beAnnualreport2012 3. Annual report2012 4. 4Pursuant to the Royal Decree of 14 November 2007 on theobligations of issuers of financial instruments admitted totrading on a Belgian regulated market, Ackermans & vanHaaren is required to publish its annual financial report.This report contains the combined statutory and consolidat-edannualreportoftheboardofdirectorspreparedinaccord-ance with article 119, last paragraph of the Company Code.The report further contains a condensed version of thestatutory annual accounts prepared in accordance witharticle 105 of the Company Code, and the full version ofthe consolidated annual accounts. The full version of thestatutory annual accounts has been deposited with the Na-tional Bank of Belgium, pursuant to articles 98 and 100 ofthe Company Code, together with the annual report of theboard of directors and the audit report.The auditor has approved the statutory and consolidatedannual accounts without qualification. In accordance witharticle 12, 2, 3 of the Royal Decree of 14 November 2007,the members of the executive committee (i.e. Luc Bertrand,Tom Bamelis, Piet Bevernage, Piet Dejonghe, Koen Janssenand Jan Suykens) declare that, to their knowledge:a)the annual accounts contained in this report, whichhave been prepared in accordance with the applicablestandards for annual accounts, give a true view of theassets, financial situation and the results of Ackermans& van Haaren and the companies included in the con-solidation;b) the annual accounts give a true overview of the devel-opment and the results of the company and of the po-sition of Ackermans & van Haaren and the companiesincluded in the consolidation, as well as a descriptionof the main risks and uncertainties with which they areconfronted.The annual report, the full versions of the statutory andconsolidated annual accounts, as well as the audit re-ports regarding said annual accounts are available onthe website (www.avh.be) and may be obtained uponsimple request, without charge, at the following address:Begijnenvest 1132000 Antwerp, BelgiumTel. +32 3 231 87 70Fax +32 3 225 25 33E-mailinfo@avh.be 5. 5ContentsAnnual report 2012Mission statement 72012 at a glance 8Key events 2012 1012 Annual report Message of the chairmen 15Annual report on the statutory annual accounts 18Annual report on the consolidated annual accounts 22Corporate governance statement 30Remuneration report 38Corporate social responsibility 4246 Activity report Group structure 4748 MarineEngineering &InfrastructureDEME 52Algemene Aannemingen Van Laere 56Rent-A-Port 58NMP 5960 Private Banking Delen Investments 64Bank J.Van Breda & C 68ASCO-BDM 7172 Real Estate,Leisure &Senior CareExtensa 76Leasinvest Real Estate 79Financire Duval 82Anima Care 8486 Energy& ResourcesSipef 90Sagar Cements 92Oriental Quarries & Mines 93Max Green 94Telemond Group 9596 Development Capital114 Financial statementsGeneral information regarding the company and the capital 174Annual information 176Appendix Key figures 2012 6. 6 7. 7Positioning ofAckermans & van Haaren an independent and diversified group led by an experienced, multidisciplinarymanagement team based upon a healthy financial structureto support the growth ambitions of theparticipationsMission statementAnnual report 2012Our mission is to create shareholder valuethrough long-term investments in a limited numberof strategic participations with growth potentialon an international level.Long term perspective clear objectives agreed upon with the par-ticipations responsibility of the participations fortheir own financial position strive for annual growth in the profits ofeach participation and in the group as awhole focus on growth sectors in an interna-tional contextProactive shareholder involvement in selecting senior manage-ment and defining long-term strategy permanent dialogue with management monitoring and control of strategic fo-cus, operational and financial discipline active support to management for spe-cific operational and strategic projects 8. 8 The consolidated net result (group share) of Ackermans & van Haaren NV amounts to 167.5 million eurosfor the year 2012. Delen Investments recorded an out-standing result, stimulated by assets un-der management that grew to a recordlevel of 25.9 billion euros at the endof 2012. Bank J.Van Breda & C alsoshowed a strong performance with a 7%growth in volume of client assets. Since itsresult was positively influenced on a one-off basis by negative goodwill in 2011,the net profit contribution is less than inthat year. At the end of 2012, ABK madeuse of the possibility offered by the newlegislation to exit from the Beroepskredietstatute, with only a limited impact on itsequity position. DEME ended the transitional year 2012with a net profit of 89.4 million euros.The results of the second half of the yearshowed a firm recovery. By winning somemajor new contracts in Australia, Africa,the Middle East and in offshore wind,DEMEs order book closed at 3,317 millioneuros. Within the Marine Engineering &Infrastructure segment, Rent-A-Port con-tributed positively thanks to the strongperformance of its Vietnamese opera-tions. The active management of LeasinvestReal Estate allowed its real estate port-folio to grow to 618 million euros at theend of 2012. Increased rental income andthe absence of negative value adjust-ments on the portfolio are reflected in a63% increase in net profit to 20.5 mil-lion euros. The development activities ofExtensa and Groupe Financire Duvalwere adversely affected by difficult mar-ket conditions, leading to a diminishedcontribution to the group result. After the record year 2011 with very highmarket prices, Sipef stands firm thanks tothe increase of the production volumes ofpalm oil and rubber. The contribution from the DevelopmentCapital segment was encumbered in2012 by the non-recurring results of Her-tel. The sale in the second half of 2012 ofthe participation in AR Metallizing con-tributed to the 22.7 million euros capitalgains that were realized in this segment.Breakdown of the consolidated net result(part of the group) - IFRS( mio) 2012 2011 2010Marine Engineering & Infrastructure 51.7 54.6 58.7Private Banking 71.5 88.1 63.6Real Estate, Leisure & Senior Care 3.6 4.5 8.6Energy & Resources 16.4 19.0 16.5Development Capital 6.1 8.6 13.3Result of the participations 149.3 174.8 160.7Capital gains Development Capital 22.7 -0.9 -0.3Result of the participations (incl. capital gains) 172.0 173.9 160.4AvH & subholdings -3.9 -0.9 -0.1Other non-recurrent results -0.6 4.5 0.5Consolidated net result 167.5 177.5 160.82012at a glanceAnnual report 2012The board of directors of Ackermans & vanHaaren proposes to the general meeting ofshareholders of 27 May to increase the divi-dend to 1.67 euros per share. 9. 9Key figures - consolidated balance sheet( mio) 2012 2011 2010Net equity(part of the group - before allocation of profit)2.007,2 1.882,6 1.711,4Net cash position of AvH & subholdings 87,9 73,0 77,7 Marine Engineering & Infrastructure Private Banking Real Estate, Leisure & Senior Care Energy & Resources Development CapitalConsolidated result of the participations(before capital gains of Development Capital)Pro forma turnoverThe pro forma turnover comprises the turnover of all participations held by the AvHgroup, and therefore deviates from the turnover as reported in the legal IFRS consoli-dation. In this pro forma presentation, all (exclusive) control interests are incorporatedin full and the other interests proportionally.Pro forma personnelThe AvH group represented in 2012,through its share in its participations, a turnover of3.3 billion euros and employed approximately18,750 people.Information by segment 3,308 mio 18,7521,1503982881581,3142,5188101,4225,7348,268 10. 10January Anima Care acquires the residential carecentre Rsidence Parc des Princes inAuderghem.February DEME secures a contract for the Wheat-stone project in Australia, worth 916million euros.March MEDCO (DEME 44%) wins a contract forthe New Port Project in Qatar, worth 941million euros. Sofinim sells its 60% stake in AluralBelgium.May DEME launches the self-propelled rockcutter dredger Ambiorix.Financire Duval (Residalya) - Le Clos Saint-Vincent DEME - AmbiorixKey events 2012Annual report 2012June GeoSea (DEME) is awarded a contractfor the Northwind offshore wind turbineproject off the Belgian coast, worth morethan 230 million euros. Anima Care acquires Azur Soins etSant in Brai

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