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� nancial report

2012ANNUAL REPORT

The content of this document is provided strictly for information purposes only. Whilst it has been endeavoured to procure completeness and accuracy, no warranty – express or implied – is given, in particular of fitness for a particular purpose. In no event any Jan De Nul Group company will be liable for any whatsoever damages arising directly or indirectly from the use of or reliance on the content provided herein, even if (previous) advise has been given/ received that such damages may occur.

f i n a n c i a l r e p o r t 2 0 12 | 3

Report on the consolidated accountsFollowing our appointment by the General Meeting of the Share-holders, we have audited the accompanying consolidated accounts of JAN DE NUL GROUP*, which comprise the consoli-da ted balance sheet as at December 31, 2012 and the consolida-ted profi t and loss account for the year then ended and a summary of signifi cant accounting policies and other explanatory informa-tion.

Board of Directors’ responsibility for the consolidated accountsThe Board of Directors is responsible for the preparation and fair presentation of these consolidated accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the consolidated accounts. This responsibility in-cludes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolida ted accounts that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Responsibility of the Réviseur d’Entreprises AgrééOur responsibility is to express an opinion on these consolidated accounts based on our audit. We conducted our audit in accor-dance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the annual accounts are free from material misstatement.

An audit involves performing procedures to obtain audit evi-dence about the amounts and disclosures in the consolidated accounts. The procedures selected depend on the judgement of the Réviseur d’Entreprises Agréé’s, including the assessment of the risks of material misstatement of the consolidated accounts,

whether due to fraud or error. In making those risk assessments, the Réviseur d’Antreprises Agréé’s considers internal control rele-vant to the entity’s preparation and fair presentation of the annual accounts in order to design audit procedures that are appro-priate in the circumstances, but not for the purpose of express-ing an opinion on the effectiveness of the entity’s internal control.

An audit also includes evaluating the appropriateness of ac-counting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the consolidated accounts.

We believe that the audit evidence we have obtained is suffi -cient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the consolidated accounts give a true and fair view of the fi nancial position of JAN DE NUL GROUP* as of December 31, 2012, and of the results of its operations for the year then ended in accordance with the Luxembourg legal and regulatory requirements relating to the preparation of the con-solidated accounts.

Report on other legal and regulatory requirementsThe consolidated management report, which is the responsibility of the Board of Directors, is consistent with the consolidated accounts.

Luxembourg, May 24, 2013

Thierry REMACLERéviseur d’Entreprises AgrééGrant Thornton Lux Audit S.A.

*JAN DE NUL GROUP is the trade name for Sofi dra S.A.

Grant Thornton Lux Audit S.A. 89A, Pafebruch L-8308 Capellen Luxembourg Tel.: +352 40 12 99 Fax: +352 40 05 98 www.gtlux.lu

Luxembourg, May 24, 2013

Thierry REMACLE


Consolidated balance sheet as of December 31, 2012Jan De Nul GROUP * Registered office: Luxembourg - R.C.S. Luxembourg: B 73.723

ASSETS 2012 2011

Fixed assets 2,353,080,776.09 2,383,606,109.02

Intangible assets (Note 4) 3,775,876.60 4,838,830.34

Concessions, patents, licences, trademarks & similar rights and assets, if they were 3,775,876.60 4,838,830.34

Acquired for valuable consideration and need not be shown under C.I.3 3,775,876.60 4,838,830.34

Tangible assets (Note 5) 2,329,798,003.10 2,368,351,429.48

Land and buildings 64,869,745.40 68,018,650.89

Plant and machinery 1,976,791,322.73 1,983,497,891.03

Other fixtures and fittings, tools and equipement 24,823,101.94 23,489,774.07

Payments on account and tangible fixed assets in course of construction 263,313,833.03 293,345,113.49

Financial assets (Note 6) 19,466,913.64 10,069,239.72

Investments held as fixed assets 1,594,219.54 1,458,685.52

Loans and claims held as fixed assets 17,872,694.10 8,610,554.20

Companies consolidated by net equity method (Note 7) 39,982.75 346,609.48

Current assets 1,420,127,226.96 1,429,987,783.18

Stocks (Note 8) 423,583,267.59 262,579,992.80

Raw materials and consumables 173,404,781.87 133,691,958.84

Work and contracts in progress 247,386,533.11 126,271,505.96

Payments on account 2,791,952.61 2,616,528.00

Debtors 764,468,745.46 1,021,843,075.47

Trade debtors (Note 9) 621,988,368.91 875,173,255.71

Becoming due and payable after less than one year 611,707,791.55 830,806,458.36

Becoming due and payable after more than one year 10,280,577.35 44,366,797.35

Amounts owed by undertakings with which the company is linked by virtue of participating interests (Note 10) 32,443,627.10 24,054,579.73


Other debtors (Note 11) 110,036,749.45 122,615,240.03

Becoming due and payable within one year 110,036,749.45 122,615,240.03

Transferable securities 1.00 1.00

Other transferable securities 1.00 1.00

Cash at bank, cash in postal cheque accounts and cash in hand 232,075,212.91 145,564,713.91

PrePayments and aCCrued inCome 8,537,255.49 16,858,525.29

TOTAL ASSETS 3,781,745,258.53 3,830,452,417.49

The accompanying notes form an integral part of these consolidated accounts (Expressed in EUR)*JAN DE NUL GROUP is the trade name for Sofidra S.A.


Consolidated balance sheet as of December 31, 2012Jan De Nul GROUP * Registered office: Luxembourg - R.C.S. Luxembourg: B 73.723

LIABILITIES 2012 2011

CaPital and reserves 1,994,939,388.89 1,876,207,745.20

Subscribed capital (Note 12) 450,000,000.00 450,000,000.00

Share premium account 19,080,411.00 19,080,411.00

Reserves (97,017,457.67) (102,863,953.57)

Legal reserve (Note 13) 8,017,161.01 7,795,324.31

Other reserves (Note 14) (105,034,618.68) (110,659,277.88)

Profit or loss brought forward (Note 15) 1,553,590,615.01 1,352,842,774.33

Result for the financial year 116,173,106.17 200,799,654.54

Investment subsidies 174,640.93 240,176.98

Minority interests 107,902,040.28 100,795,716.48

Translation differences (154,963,966.83) (144,687,034.56)

subordinated Creditors (note 18) 112,667,884.00 75,167,884.00

Provisions 150,294,908.84 151,488,050.10

Provisions for taxation (Note 16) 41,947,347.87 17,915,044.53

Other provisions (Note 17) 108,347,560.97 133,573,005.57

non subordinated debts 1,380,146,522.88 1,502,367,251.67

Amounts owed to credit institutions (Note 19) 572,568,483.52 621,381,648.94


Becoming due and payable after more than one year 358,455,461.96 468,393,475.92

Payments received on accounts of orders in so far as they are not shown separately as deductions from stocks 359,891,389.63 286,652,191.78


Trade creditors 334,883,222.67 506,216,813.06


Tax and social security 47,297,946.37 29,712,817.95

Tax 36,454,523.01 22,720,256.02

Social security 10,843,423.36 6,992,561.93

Other creditors (Note 20) 65,505,480.67 58,403,779.94


Becoming due and payable after more than one year 16,927,259.31 0.00

aCCruals and deFerred inCome (note 21) 143,696,553.92 225,221,486.52

TOTAL LIABILITIES 3,781,745,258.53 3,830,452,417.49

(Expressed in EUR)


Consolidated profit and loss account for the year ended December 31, 2012

Jan De Nul GROUP * Registered office: Luxembourg - R.C.S. Luxembourg: B 73.723

ChARGES 2012 2011

oPeratinG CharGes

Raw materials and consumables 927,159,612.25 862,815,216.44

Other external charges 535,874,213.30 449,785,251.05

Staff costs (Note 22) 357,544,880.91 298,298,639.51

Wages and salaries 258,554,211.04 206,401,930.09

Social security costs 62,055,140.56 56,395,266.55

Other social security costs 36,935,529.31 35,501,442.87

Value adjustments 293,824,331.93 239,256,314.85

On formation expenses and on tangible and intangible fixed assets 261,365,486.47 235,617,321.56

On elements of current assets 32,458,845.46 3,638,993.29

Other operating charges (Note 23) 68,598,430.26 89,178,646.48

FinanCial CharGes

Value adjustments and fair value adjustments on financial fixed assets. 22,507,751.71 0.00

Interest and other financial charges 95,177,894.76 90,752,410.93

Other interest and charges 95,177,894.76 90,752,410.93

extraordinary CharGes and taxes

Extraordinary charges (Note 24) 5,812,512.79 7,184,686.43

Income tax 47,401,769.05 9,018,884.74

Other taxes not included in the previous caption 13,039,295.50 19,504,222.30

Loss from companies consolidated following net equity method 698,725.43 322,269.23

Share of the minority interests in the profit of the year 5,202,760.50 0.00

result

Profit for the financial year 116,173,106.17 200,799,654.54

TOTAL ChARGES 2,489,015,284.55 2,266,916,196.50

The accompanying notes form an integral part of these consolidated accounts (Expressed in EUR)*JAN DE NUL GROUP is the trade name for Sofidra S.A.


Consolidated profit and loss account for the year ended December 31, 2012

Jan De Nul GROUP * Registered office: Luxembourg - R.C.S. Luxembourg: B 73.723

INCOmE 2012 2011

oPeratinG inCome

Net turnover (Note 25) 2,114,200,407.14 2,109,890,068.49

Change in inventories of finished goods and of work and contracts in progress 153,395,905.02 (32,118,570.85)

Fixed assets under development 778,900.71 15,476,035.91

Other operating income (Note 26) 130,887,415.81 65,198,229.82

FinanCial inCome

Income from financial fixed assets 5.83 632,596.27

Other income from participating interests 5.83 632,596.27

Income from financial current assets 0.00 0.00

Other income 0.00 0.00

Other interest and other financial income 84,574,050.05 102,923,369.83

Other interest and financial income 84,574,050.05 102,923,369.83

extraordinary inCome and taxes

Extraordinary income (Note 27) 5,178,599.99 3,954,021.06

Share of the minority interests in the loss of the year 0.00 960,445.97

result

TOTAL INCOmE 2,489,015,284.55 2,266,916,196.50

(Expressed in EUR)


Consolidated cash flow analysisJan De Nul GROUP * Registered office: Luxembourg - R.C.S. Luxembourg: B 73.723

2012 2011Cash at bank and in hand & investments at beGinninG oF Period: 145,564,713.91 167,781,195.99

+ Operational Cash Flow 386,909,094.99 455,565,946.13

+ Change in Working Capital 9,187,482.86 (96,471,047.67)

+ Cash Flow Investments (242,940,431.98) (536,707,280.20)

+ Cash Flow Financial Operations (66,645,646.87) 155,395,899.66

Cash at bank and in hand & investments at end oF Period: 232,075,212.91 145,564,713.91

+ Profit for the Year 116,173,106.17 200,799,654.54

- Minority Interests 5,202,760.50 (960,445.97)

- Equity Holders of the Parent 698,725.43 322,269.23

+ Value Corrections and Depreciations on Tangible Fixed Assets 259,284,620.26 245,574,781.00

+ Value Corrections and Depreciations on Current Assets (11,245,348.72) 9,499,231.78

+ Value Corrections and Depreciations on Financial Assets 17,988,372.61 (619,733.86)

+ Changes in Provisions (1,193,141.26) 950,189.41

oPerational Cash Flow 386,909,094.99 455,565,946.13

+ Change in Short-term Debt (25,225,258.29) 90,794,164.84

+ Change in Deferred Income (81,524,932.60) (15,062,055.53)

- Change in Short-term Receivables 268,619,678.73 (140,356,649.72)

- Change in Deferred Charges 8,321,269.80 (11,704,647.57)

- Change in Stock (161,003,274.79) (20,141,859.69)

ChanGe in workinG CaPital 9,187,482.86 (96,471,047.67)

- Investment in Intangible Fixed Assets (120,682.00) (366,792.77)

- Investment in Tangible Fixed Assets (254,917,649.78) (487,746,824.86)

- Investment in Transferable Securities 0.00 (1.00)

- Investment in Participations 0.00 0.00

+ Disuse of Tangible Fixed Assets & Exchange Rate Differences 32,177,799.68 24,289,777.68

- Change in Financial Fixed Assets (27,386,046.53) (352,964.72)

- Sale of investments 0.00 0.00

- Modification Minority Interests 1,903,563.30 87,005.55

- Increase in Participations in Companies consolidated by the global integration method 5,624,659.20 (72,369,738.14)

- Increase in Participations of Companies consolidated by net Equity method (392,098.70) (247,741.94)

- Regularisations and other Transactions 170,022.85 0.00

Cash Flow investments (242,940,431.98) (536,707,280.20)

+ Change in Consolidation and Exchange Rate Differences (7,150,176.36) (7,917,361.54)

+ Change in Long-term Debt (59,495,470.51) 163,313,261.20

- Change in Long-term Accounts Receivable 0.00 0.00

Cash Flow FinanCial oPerations (66,645,646.87) 155,395,899.66

The cashflow analysis is not part of the audited financial statements. (Expressed in EUR)*JAN DE NUL GROUP is the trade name for Sofidra S.A.


Notes to the consolidated accounts as of December 31, 20121 Principal activities

2 Group structure

JAN DE NUL GROUP* is a group of companies active in dredg-

ing, civil and environmental works.

The parent company Sofidra S.A. (the Company) is incorporated

as a Société Anonyme on December 29, 1999 for an unlimited

period. The Company is registered in Luxembourg under B 73.723.

The Group’s financial year starts on January 1 and ends on

December 31 of each year.

*JAN DE NUL GROUP is the trade name of Sofidra S.A. registered

at the Répertoire Général des Personnes Morales in Luxembourg

on March 31, 2002.

The hold inTeresTs of The Company in ConsolidaTed subsidiary Companies are: 2012 2011

Companies Consolidated following the global integration methodJan De Nul Mauritius Ltd, Mauritius 100.00 % 100.00 % Port Louis Dredging Company Ltd, Mauritius 100.00 % 100.00 % Universal Dredging & Reclamation Corporation Ltd, Mauritius 100.00 % 100.00 % Envisan Ltd, Mauritius 100.00 % 100.00 % Jan De Nul Dredging India Pvt Ltd, India 100.00 % 100.00 % Jan De Nul Interamerica S.A., Uruguay 100.00 % 100.00 % Jan De Nul Dredging Ltd, Mauritius 100.00 % 100.00 % Jan De Nul Pacific Ltd, Mauritus 100.00 % 100.00 % Malaysian Marine Services Ltd, Malaysia 100.00 % 100.00 % Jan De Nul Indian Ocean Ltd, Seychelles 100.00 % 100.00 % Kina Ltd, Seychelles 100.00 % 100.00 % Jan De Nul Central America, Bahamas 100.00 % 100.00 % Barbarons Ltd., Seychelles 100.00 % -Jan De Nul Dredging M.E. Ltd, Cyprus 100.00 % 100.00 %Jan De Nul N.V., Belgium 90.39 % 90.39 % Jan De Nul (U.K.) Ltd, United Kingdom 90.39 % 90.39 % Eraerts Dragages et Entreprise S.A., Belgium 90.39 % 90.39 % Cemaco N.V., Belgium 90.39 % 90.39 % Jan De Nul (Australia) Pty Ltd, Australia 90.39 % 90.39 % Jan De Nul (Philippines) Inc, Philippines 90.39 % 90.39 % Mest- en Afvalverwerking N.V., Belgium 90.50 % 90.39 % Port Louis Maritime Company Ltd, Mauritius 90.39 % 90.39 % Sodraco International S.A.S., France 90.43 % 90.39 % Terminal Eight Marine Works Ltd, Hong-Kong 95.19 % 90.39 % Jan De Nul Italia S.p.A., Italy 90.49 % 90.39 %

f i n a n c i a l r e p o r t 2 0 12 | 1 0

Jan De Nul Saudi Arabia Co. Ltd., Saudi Arabia 90.39 % 85.87 % Jan De Nul Maritime & Constructions Services Co Ltd, Lybia 90.39 % 95.00 % Jan De Nul Nassbaggerei und Wasserbau GmbH, Germany 90.39 % -Vasco S.A., Luxembourg 100.00 % 100.00 % Astrolabe S.A., Luxembourg 100.00 % 100.00 % Zheng S.A., Luxembourg 100.00 % 100.00 % Comarlux S.A., Luxembourg 100.00 % 100.00 % Dragalux S.A., Luxembourg 100.00 % 100.00 % Mimar Sinan S.A., Luxembourg 100.00 % 100.00 % Battuta S.A., Luxembourg 100.00 % 100.00 % Bova S.A., Luxembourg 100.00 % 100.00 % Letimar S.A. (ex. Caboto S.A.), Luxembourg 100.00 % 100.00 %Vlaamse Bagger Maatschappij N.V., Belgium 100.00 % 100.00 %Codralux S.A., Luxembourg 100.00 % 100.00 % Devera S.A. SICAR, Luxembourg - 99.44 % PSR Brownfield Developpers N.V., Belgium 100.00 % 100.00 % Devera Brownfield Fund S.A., Luxembourg 100.00 % 99.44 % Lummerzheim & Co. N.V., Belgium 100.00 % 100.00 % Watlington Lease N.V. , Belgium 100.00 % 100.00 % PSR 2830.01 N.V. , Belgium 100.00 % 100.00 % Zenneveen N.V., Belgium - 99.44 % Cortoria N.V., Belgium 100.00 % 99.44 % PSR 8870 N.V., Belgium 100.00 % 99.44 % Liras N.V., Belgium 100.00 % 99.44 % Zennebroeck N.V., Belgium - 99.44 % Zennepoort N.V., Belgium 100.00 % 99.44 % Devera 9000 N.V., Belgium 100.00 % 99.44 % De Nieuwe Filature N.V., Belgium 100.00 % 99.44 % PSR 1830 01 N.V., Belgium 100.00 % 99.44 % Immo Vilvo N.V., Belgium - 99.44 % Immo 8790 N.V., Belgium - 99.44 % Decor Oyenbrug B.V.B., Belgium 100.00 % 99.44 % Sportief N.V., Belgium 100.00 % 99.44 % PSR 2850 N.V., Belgium 100.00 % 99.44 % PSR Projects N.V., Belgium - 100.00 %Dredging and Contracting Rotterdam B.V., Netherlands 100.00 % 100.00 %Dredging and Maritime Management S.A., Luxembourg 100.00 % 100.00 % Jan De Nul Dredging N.V., Belgium 100.00 % 100.00 % Mexicana de Dragados S.A. de C.V., Mexico 95.29 % 95.38 % Servicios de Dragados S.A. de C.V., Mexico 100.00 % 100.00 % Biscay Pte Ltd, Singapore 99.90 % 99.90 % Dredging and Reclamation Jan De Nul Ltd, Nigeria 100.00 % 100.00 % Envisan N.V., Belgium 100.00 % 100.00 % Envisan France S.A.S., France 100.00 % 100.00 % Envisan International S.A., Belgium 95.95 % 96.03 % Sol & Val S.A., Belgium 95.95 % 96.03 % Jan De Nul (Singapore) Pte Ltd, Singapore 100.00 % 100.00 %


Starting from 2012, Normalux is consolidated following the pro-

portional integration because there is a joint control over the

company for the construction of a vessel. In 2011, the company

was consolidated by net equity method due to the fact the com-

pany had just been incorporated and had no activity.

In 2012, companies of the Group have incorporated Barbarons

Ltd Seychelles, Terranova Solar N.V., Belgium and Jan De Nul

Nassbaggerei und Wasserbau GmbH, Germany.

In 2012, companies of the Group have acquired Cabarez S.A.

Luxembourg.

Compania Chilena de Dragados S.A., Chile 100.00 % 100.00 % Compania Sud-Americana de Dragados S.A., Argentina 99.04 % 99.05 % Jan De Nul (Malaysia) Sdn. Bhd, Malaysia 100.00 % 100.00 % PT Idros Services, Indonesia 100.00 % 100.00 %European Dredging Company S.A., Luxembourg 100.00 % 100.00 % Willem S.A., Luxembourg 100.00 % 100.00 % Cabarez S.A., Luxembourg 100,00 % - Machiavelli S.A. 100,00 % -Komarine Engineering & Construction Co. Ltd, Korea 100.00 % 100.00 % Jan De Nul Do Brasil Dragagem e Engenharia Ltda, Brasil 100.00 % 100.00 %Jan De Nul Dredging Middle East FZE, UAE 100.00 % 100.00 %Siam Dredging and Reclamation Ltd, Thaïland 100.00 % 100.00 %Jan De Nul Luxembourg S.A., Luxembourg 100.00 % 100.00 %Mediudra S.R.L., Romania 100.00 % 100.00 %Sofidra Shipping S.C.A., Luxembourg 100.00 % 100.00 % Trivisa S.A., Luxembourg 100.00 % 100.00 %Jan De Nul Panama S.A., Panama 100.00 % 100.00 %Maritime and Construction Management C.V., Belgium 100.00 % 100.00 %

Companies Consolidated following the proportional integration methodHidrovia S.A., Argentina 45.19 % 45.20 %Scaldis Salvage & Marine Contractors N.V., Belgium 18.68 % 18.64 %Terranova N.V., Belgium 47.60 % 47.64 %Terranova Solar N.V., Belgium 21.42 % -Ango, Angola 45.19 % 45.29 %Grupo Unidos Por El Canal S.A., Panama 13.56 % 13.59 %Normalux S.A., Luxembourg 37.50 % -Immo Vilvo N.V., Belgium 50.00 % -Zenneveen N.V., Belgium 50.00 % -Zennebroeck N.V., Belgium 50.00 % -Various Joint ventures variable variable

Companies Consolidated following the net equity methodR-1 Consortium Inc, Philippines 35.80 % 36.16 %Southern Peninsula Dredging Sdn Bhd, Malaysia 30.00 % 30.00 %Tianjin Port Jan De Nul Dredging Co Ltd, China - 44.29 %Valloterre, Belgium 24.99 % 25.00 %Normalux S.A., Luxembourg - 37.50 %


3. Summary of significant accounting policies1. PrinciPles of consolidationThe consolidated accounts are prepared in accordance with the

Luxembourg law dated July 11, 1988 and are based on the statu-

tory accounts of the companies of the Group. These statutory

accounts are adjusted and reclassified, if necessary, in order to

adapt them to the accounting principles of the Company.

The consolidated accounts include the Company’s and the subsi-

diaries’ accounts, as explained above. The consolidation aggre-

gates assets and liabilities, income and expenses after recogni-

tion of the minority interests. All intercompany accounts and

transactions are eliminated.

The Company acquired in 2000 Jan De Nul Mauritius Ltd and sub-

sidiaries and in 2001 Jan De Nul N.V., Belgium and subsidiaries.

In both operations, ships included under fixed assets were reva-

luated. The revaluation was based on a valuation report issued

by an independent expert. No deferred taxes were accounted

for on this reevaluation of assets. These operations restructured

the initial Group Jan De Nul N.V. and subsidiairies, Belgium.

Date of the first consolidation is fixed at the fiscal year starting

January 1st, 2001.

2. accounting methodsforeign currenciesa) The Company’s accounts are kept in Euros (EUR) and the con-

solidated accounts are expressed in this currency. Trans-

actions in any currency other than the EUR are translated at

exchange rates fixed monthly by the Company. At balance

sheet date, the translation is done based on the following

methods:

Banks are translated at exchange rates prevailing at the

balance sheet date;

For debtors and creditors, realized exchange gains and

losses are recorded in the P&L accounts as well as the

unrealized exchange losses;

Other accounts are translated at the historical exchange

rate.

In 2012, Devera S.A. SICAR, Luxembourg was liquidated. In 2012,

the companies Immo 8790 N.V., Belgium has been sold to a third

party. In 2012, PSR Projects N.V., Belgium merged with PSR

Brownfield Developpers N.V., Belgium.

In 2011, Immo Vilvo N.V., Belgium, Zenneveen N.V., Belgium,

Zenne broeck N.V., Belgium were consolidated following the glo-

bal integration method. As a part of the shares held by the Group

were sold in 2012 to a third party, these companies are jointly

controlled by the Group and, as a consequence, are consolidated

using the proportional integration method starting from 2012.

In 2011, companies of the Group have incorporated Terranova

S.A., Belgium, Bova S.A., Luxembourg, Willem S.A., Luxembourg

and Normalux S.A., Luxembourg.

In 2011, the Group acquired the subsidiary Maritime and Con-

struction Management C.V., Belgium, owning itself 132 shares

(10.2724 % of issued shares) of the Group’s parent company,

Sofidra S.A., Luxembourg, and therefore creating a circular rela-

tionship. As a consequence, the acquisition value of the shares

held by Maritime and Construction Management C.V. in Sofidra

S.A., amounting to 60,000,000.00 EUR, has been deducted from

the Other reserves. In addition, minority interests are generated

from this circular relationship representing 0.0045 % of the equity

of the Group. These minority interests have been deducted

from the Other reserves.

In 2011, the Group received the control over the sub-groups

PSR Brownfield Developers N.V., Belgium and its affiliates and

Devera S.A. SICAR, Luxembourg and its affiliates.


b) The annual accounts of the subsidiaries kept in another

currency than EUR are translated as follows:

Assets and liabilities other than capital and reserves are

translated at the exchange rates prevailing at the balance

sheet date;

Capital and reserves are translated at rates prevailing at

the first consolidation or at historical rates;

Income and expenses are translated at the exchange

rates fixed monthly by the Group.

Gains and losses resulting from the translation of capital, reser ves,

income and expenses into EUR are accumulated in a separate

account under shareholders’ equity called Translation difference.

Exchange gains resulting from the elimination of intragroup

accounts are recorded in other creditors and exchange losses

are recorded in the P&L.

acquisition differencesPositive and negative acquisition differences related to the acqui-

sition of subsidiaries are recorded under Consolidation differen-

ces in the Capital and reserves.

start-up costsStart-up costs are entirely depreciated during the year of their

acquisition.

intangible and tangible assetsVessels that were brought in during the first year of consolidation

(2001) are booked at the revaluated acquisition cost, while ships

acquired since then are booked at acquisition cost.

Intangible and other tangible assets are booked at acquisition

cost. Replacement spare parts for vessels, which are constantly

being replaced and whose overall value is of secondary impor-

tance to the Group are shown under Plant and machinery at a

fixed quantity and value, as the quantity, value and composition

thereof do not vary materially.

Vessels are depreciated on a linear or degressive method over

their expected lifetime or a period of 12 years to 20 years, which-

ever is the shortest. Intangible and other tangible assets are

depreciated on a linear method over their expected lifetime.

Land and assets under construction are not depreciated.

Where the Group considers that an intangible or tangible asset

has suffered a durable depreciation in value, an additional write-

down is recorded in order to reflect this loss. These value adjust-

ments are not continued if the reasons for which the value adjust-

ments were made have ceased to apply.

financial assetsFinancial assets represent participations in non-consolidated

companies, guarantees and long-term loans. Shares in partici-

pating interests are valued at purchase price. Guarantees and

long-term loans are valued at nominal value including the ex-

penses incidental thereto

In case of a durable depreciation in value according to the opinion

of the Board of Directors, value adjustments are made in respect

of fixed assets, so that they are valued at the lower figure to be

attributed to them at the balance sheet date. These value adjust-

ments are not continued if the reasons for which the value adjust-

ments were made have ceased to apply

stockStock represent raw materials, heavy material held for resale and

work in progress.

Stocks of raw materials and consumables are valued at the lower

of purchase price calculated on the basis of the “first in, first out”

(FIFO) method or market value. A value adjustment is recorded

where the economic value is below the purchase price. These

value adjustments are not continued if the reasons for which the

value adjustments were made have ceased to apply.

Heavy material held for resale represents on-shore heavy equip-

ment and steel pipes that are not allocated to a particular site at

year end and are available for sale, within or out of the Group.


Heavy material held for resale is valued at the net book value

valid at the date of transfer from tangible assets to stock. A value

adjustment is recorded where the economic value is below the

purchase price. These value adjustments are not continued if

the reasons for which the value adjustments were made have

ceased to apply.

Work in progress is valued at the lower of production cost inclu-

ding the purchase price of the raw materials and consumables,

the costs directly attributable to the product in question and a

pro portion of the costs indirectly attributable to the product in

question, and market value. A value adjustment is recorded

where the market value is below the production cost. These



debtorsDebtors are valued at their nominal value. They are subject to

value adjustments where their recovery is compromised. These



transferable securitiesTransferable securities are valued at the lower of purchase cost,

including expenses incidental thereto and calculated on the basis

of weighted average prices method, expressed in the currency

in which the annual accounts are prepared. A value adjustment

is recorded where the market value is lower than the purchase

cost. These value adjustments are not continued if the reasons

for which the value adjustments were made have ceased to apply.

The market value corresponds to:

the last available quote on the valuation day for transferable

securities listed on a stock exchange or dealt in on another

regulated market;

the probable realisation value estimated with care and in

good faith by the Board of Directors

for transferable securities not listed on a stock exchange or

not dealt in on another regulated market and for transferable

securities listed on a stock exchange or dealt in on another

regulated market where the latest quote is not represen tative.

Prepayments and accrued incomeThis asset item includes expenditure incurred during the finan-

cial year but relating to a subsequent financial year.

Provisions for liabilities and chargesProvisions for liabilities and charges are intended to cover losses

or debts the nature of which is clearly defined and which, at the

date of the balance sheet are either likely to be incurred or cer-

tain to be incurred but uncertain as to their amount or as to the

date on which they will arise.

deferred taxesDeferred taxes are recognized for temporary differences due to

consolidation treatments that will result in deductible and taxable

amounts. Deferred tax assets are impaired except if they can be

offset against current statutory tax accruals.

accruals and deferred incomeThis liability item includes income received during the financial

year but relating to a subsequent financial year.

net turnoverThe net turnover comprises the amounts derived from the sale

of products and the provision of services falling within the Com-

pany’s ordinary activities, after deductions of sales rebates and

of value added tax and other taxes directly linked to the turn-

over.


5 Tangible assetsThe evoluTion of Tangible asseTs is as follows 2012 2011

aCquisition CostBegin of the year 3,680,965,770.86 3,295,809,556.87Impact of foreign exchange (6,875,620.60) 10,019,662.50Increase of the year 254,917,649.78 487,746,824.86Decrease of the year (47,556,097.95) (48,728,829.11)Transfert (85,537,393.12) (63,881,444.26)

aCquisition Cost – end of the year 3,795,914,308.97 3,680,965,770.86

Value CorreCtion Begin of the year (1,312,614,341.38) (1,154,105,506.89)Impact of foreign exchange 4,436,613.43 (2,182,785.22)Increase of the year (258,854,269.31) (244,646,544.96)Decrease of the year 29,085,885.73 24,439,051.43Transfert 71,829,805.66 63,881,444.26

Value CorreCtion – end of the year (1,466,116,305.87) (1,312,614,341.38)

net book Value – end of the year 2,329,798,003.10 2,368,351,429.48

4 Intangible assetsThe evoluTion of inTangible asseTs is as follows 2012 2011

aCquisition CostBegin of the year 6,556,317.90 6,458,256.21Impact of foreign exchange (792,093.26) (268,731.08)Increase of the year 120,682.00 366,792.77Decrease of the year 0.00 0.00

aCquisition Cost – end of the year 5,884,906.64 6,556,317.90

Value CorreCtionBegin of the year (1,717,487.56) (1,045,555.81)Impact of foreign exchange 38,808.47 256,304.29Increase of the year (430,350.95) (928,236.04)Decrease of the year 0.00 0.00

Value CorreCtion – end of the year (2,109,030.04) (1,717,487.56)

net book Value – end of the year 3,775,876.60 4,838,830.34


6 Financial assetsinvesTmenTs held as fixed asseTs

The evoluTion of invesTmenTs held as fixed asseTs is as follows 2012 2011

aCquisition CostBegin of the year 2,701,685.52 2,701,600.00Impact of foreign exchange 0.00 0.00Variation of consolidation scope 0.00 0.00Increase of the year 135,534.02 85.52Decrease of the year 0.00 0.00Transfert 0.00 0.00


Value CorreCtion Begin of the year (1,243,000.00) (1,243,000.00)Impact of foreign exchange 0.00 0.00Variation of consolidation scope 0.00 0.00Increase of the year 0.00 0.00

among These, The evoluTion of ships in serviCe is as follows 2012 2011

aCquisition CostBegin of the year 2,691,246,595.83 2,129,148,312.22Impact of foreign exchange 0.00 0.00Variation of consolidation scope 0.00 0.00Increase of the year 200,987,178.85 562,098,258.30Decrease of the year 0.00 0.00Transfert 182,566.08 25.31

aCquisition Cost – end of the year 2,892,416,340.76 2,691,246,595.83

Value CorreCtionBegin of the year (953,741,898.82) (786,647,540.77)Impact of foreign exchange 0.00 0.00Variation of consolidation scope 0.00 0.00Increase of the year (177,751,929.27) (167,094,358.05)Decrease of the year 0.00 0.00Transfert 1,001.43 0.00

Value CorreCtion – end of the year (1,131,492,826.66) (953,741,898.82)

net book Value – end of the year 1,760,923,514.10 1,737,504,697.01

ships inCluded under tangible assets inClude amounts resulting from reValuations as follows (see also note 18):Gross amount 140,283,974.09 140,283,974.09Current year value correction 11,048,592.75 11,048,592.67Net amount 0.00 11,048,592.75


7 Companies consolidated by net equity method aCquisiTion CosT share in neT equiTyR-1 Consortium Inc 125,870.13 0.00Southern Peninsula Dredging Sdn Bhd 127,871.51 0.00Valloterre 36,300.00 39,982.75

290,041.64 39,982.75

The financial information used in order to apply the net equity method is as at December 31, 2012, except for R-1 Consortium Inc where

the last available financial statements are used and the the company’s acquisition value has been fully impaired. Application of net equity

method to Southern Peninsula Dredging Sdn Bhd leads to negative figures; as a consequence, the company’s acquisition value has been

fully impaired and a provision booked for the resulting negative net equity position of 367,381.04 EUR.

The participation held in Tianjin Port Jan De Nul Dredging Co Ltd is considered as a total loss and has been as a consequence removed.

Decrease of the year 0.00 0.00Transfert 0.00 0.00

Value CorreCtion – end of the year (1,243,000.00) (1,243,000.00)


loans and Claims held as fixed assetsThe evoluTion of loans and Claims held as fixed asseTs is as follows 2012 2011

aCquisition CostBegin of the year 8,610,554.20 8,257,675.00Net increase of the year 27,250,512.51 352,879.20Net decrease of the year 0.00 0.00


Value CorreCtion Begin of the year 0.00 (619,733.86)Increase of the year (17,988,372.61) 0.00Decrease of the year 0.00 619,733.86

Value CorreCtion – end of the year (17,988,372.61) 0.00


8 StocksIn 2012, the Raw materials and consumables include Heavy material held for resale for an amount of 68,117,018.09 EUR (in 2011:

31,378,928.99 EUR).


11 Other debtorsThe oTher debTors are Composed as follows 2012 2011Prepayments to creditors 28,080,065.18 30,910,739,27Accrued income (incl. interests to receive) 2,127,355.85 2,875,136,61Advance payments to staff 30,361.56 215,904,67Joint ventures current accounts 40,893,944.60 45,242,423,36VAT receivables 21,488,244.03 22,441,711,68Tax receivables 16,772,929.07 17,555,936,38Others 643,849.16 3,373,388,06

110,036,749.45 122,615,240,03

A provision for non-recoverability risks on VAT and withholding tax debtors amounting to 11,897,985.39 EUR (in 2011: 8,298,175.99 EUR)

has been provided for and is shown under Other provisions.

10 Amounts owed by undertakings with which the company is linked by virtue of participating interests

This category is composed with current accounts owed by companies which are consolidated following the proportional integration

method. The main amount is owed by the Hidrovia S.A., Argentina.

In 2012, the Work and contracts in progress gross value amounts to 279,052,975.60 EUR (in 2011: 126,271,505.96). A value correction

amounting to 31,666,442.49 EUR (in 2011: 0.00 EUR) has been deducted to take into account the expected loss on the Panamean project

performed by the subsidiary Grupo Unidos Por El Canal S.A., Panama (proportional integration at 13.59 %)

9 Trade debtorsThe Trade debTors are Composed as follows 2012 2011Customers accounts 428,410,018.92 772,823,265.93Accruals 232,107,654.59 152,124,643.10Value corrections (38,529,304.60) (49,774,653.32)

621,988,368.91 875,173,255.71

The Trade debTors Term is as follows 2012 2011Less than one year 611,707,791.56 830,806,458.36Between one and four years 10,280,577.35 44,366,797.35Five years and more 0.00 0.00

621,988,368.91 875,173,255.71


15 Profit or loss brought forwardThe evoluTion of The profiT or loss broughT forward is as follows 2012 2011Begin of the year 1,352,842,774.33 1,242,583,086.70Result for the previous financial year 200,799,654.54 112,691,953.29Allocation to the legal reserve (221,836.70) (2,432,265.66)Other 170,022.84 0.00

1,553,590,615.01 1,352,842,774.33

12 Subscribed capitalThe subscribed and fully paid-in capital of the Company amounts to 450,000,000.00 EUR and is divided in 1,285 shares having a nominal

value of 350,194.55 EUR each.

13 Legal reserve

14 Other reserves

The evoluTion of The legal reserve is as follows: 2012 2011Begin of the year 7,795,324.31 5,363,058.65Allocation from previous year result 221,836.70 2,432,265.66

8,017,161.01 7,795,324.31

Luxembourg companies are required to allocate to a legal reserve a minimum of 5 % of the annual net income, until this reserve equals

10 % of the subscribed share capital. This reserve may not be distributed.

The oTher reserves are broken down as follows 2012 2011 First consolidation differences – net (110,659,277.88) (50,588,317.11)Own shares (60,000,000.00) (60,000,000.00)Others (7,472.98) (70,960.77)

(105,034,618.68) (110,659,277.88)

The evoluTion of oTher reserves is as follows 2012 2011 Begin of the year (110,659,277.88) (38,289,539.74)Variation of first consolidation differences 5,561,171.42 (12,298,777.37)Deduction for own shares 0.00 (60,000,000.00)Allocation to minority interests 63,487.78 (70,960.77)

(105,034,618.68) (110,659,277.88)

In 2011, the Group acquired the subsidiary Maritime and Construction Management C.V., owning itself 132 shares of Sofidra S.A. and

creating a circular relationship. The acquisition value of the shares held by Maritime and Construction Management C.V. in Sofidra S.A.,

amounting to 60,000,000.00 EUR, has been deducted from the Other reserves.


21 Accruals and deferred incomeDeferred income mainly represents future gains resulting from the financing structure of vessels. This income is recognized as operating

result on a timely basis.

19 Amounts owed to credit institutions

20 Other creditors

amounTs owed To CrediT insTiTuTions Term is as follows 2012 2011 Less than one year 214,113,021.56 152,988,173.02Between one and four years 342,504,134.36 448,011,856.92Five years or more 15,951,327.60 20,381,619.00

572,568,483.52 621,381,648.94

oTher CrediTors Term is as follows 2012 2011Less than one year 48,578,221.36 58,403,779.94Between one and four years 16,927,259.31 0.00Five years or more 0.00 0.00

65,505,480.67 58,403,779.94

16 Provisions for taxation

17 Other provisions

18 Subordinated creditors

The provisions for TaxaTion are Composed as follows 2012 2011Provisions for taxes 38,455,574.63 10,904,675.02Provisions for deferred taxes 3,491,773.24 7,010,369.51

41,947,347.87 17,915,044.53

The oTher provisions are Composed as follows 2012 2011Provisions for future losses 14,309,001.70 0.00Provisions for non recoverable VAT & taxes 11,897,985.39 8,298,175.99Provisions for maintenance and repairs 27,991,341.96 35,682,621.36Others 54,149,231.92 89,592,208.22

108,347,560.97 133,573,005.57

subordinaTed CrediTors Term is as follows 2012 2011Less than one year 0.00 0.00Between one and four years 0.00 0.00Five years or more 112,667,884.00 75,167,884.00

112,667,884.00 75,167,884.00


22 Staff costsAverage staff employed by the Group during the year 2012 is 4.922 (2011: 4,569).

24 Extraordinary charges

23 Other operating charges

exTraordinary Charges are broken down as follows 2012 2011 Loss on sales of fixed assets 2,138,248.46 2,734,480.55Other extraordinary charges 3,674,264.33 4,450,205.88

5,812,512.79 7,184,686.43

oTher operaTing Charges are broken down as follows 2012 2011Net allocation to exploitation provisions 0.00 27,015,016.46Other operating charges (including other taxes) 68,598,430.26 62,163,630.02

68,598,430.26 89,178,646.48

25 Net turnoverneT Turnover is broken down as follows 2012 2011Maritime and dredging works 70.67 % 77.66 %Civil works 13.37 % 9.83 %Environmental 3.59 % 3.62 %Offshore 12.37 % 8.89 %

100.00 % 100.00 %Africa 2.13 % 3.50 %America 27.53 % 28.26 %Australia 12.20 % 10.71 %Asia & Middle East 29.66 % 24.13 %Europa 28.48 % 33.40 %

100.00 % 100.00 %

26 Other operating incomeoTher operaTing inCome is broken down as follows 2012 2011 Net reversal of provision and value correction adjustments 35,287,607.26 0.00Other 95,599,808.55 65,198,229.82

130,887,415.81 65,198,229.82

Other operating income – other includes the results realized on Joint-ventures projects and the operating revenue recognition related to

deferred income.


30 Off balance sheet commitmentsguarantees issued for affiliated undertakingsIn 2012, the Group has issued guarantees for operations for an

amount of 879,000,234.13 EUR (in 2011: 823,248,734.66 EUR). As

at December 31, 2012, the Group had received guarantees for

operations for an amount of 220,284,356.71 EUR (2011:

268,107,529.13 EUR).

Among these, the subsidiary Grupo Unidos Por El Canal S.A.,

Panama (proportional integration at 13,59 %) has contracted

finan cial commitments up to an amount of 450,000,000 USD (in

2011: 450,000,000 USD) by way of Performance and Payment

bonds issued by an insurance company and up to an amount of

567,590,324.49 USD by way of Advance Payment bonds issued

by credit institutions.

27 Extraordinary income

28 Emoluments granted to the members of the administrative, managerial and supervisory bodies and commitments in respect of retirement pensions

29 Advances and loans granted to the members of the administrative, managerial and supervisory bodies

exTraordinary inCome is broken down as follows 2012 2011Gain on sales of fixed assets 1,798,029.87 1,014,870.54Other extraordinary income 3,380,570.12 2,939,150.52

5,178,599.99 3,954,021.06

The emoluments granted to the members of the administrative, managerial and supervisory bodies in that capacity and the obligations aris-

ing or entered into in respect of retirement pensions for former members of those bodies for the financial year, are broken down as follows:

2012 2011

Administrative and managerial bodies 1,613,995.35 1,436,071.19Supervisory bodies 0.00 0.00

The advances and loans granted during the financial year/period to the members of those bodies may be summarised as follows:

2012 2011

Administrative and managerial bodies 0.00 0.00Supervisory bodies 0.00 0.00

The Group did not enter in any commitments during the financial year on the behalf of the members of those bodies.

31 Subsequent eventsFollowing relevant subsequent events can be noted for the pe-

riod between December 31, 2012 and the date of issuance of

these financial statements report:

Beginning of 2013 Jan De Nul Group entered into a new syndi-

cated loan deal in order to optimise the global structure and

maturity profile of its corporate long term credit facilities. The

new terms came into force on January 10, 2013 and were

primarly used to re-imburse the existing revolving loans and

commitments. The following characteristics of the deal (engaged

through a club deal of five banks) apply:

- Amortizing Term Loan of 200 millions EUR, one year grace

and 4 annual equal instalments from January 2015 till 2018.

- Revolving Loan Facility of 250 millions EUR, maturity January

2018 with partial (100 millions EUR) multi-currency drawings

(USD) allowed.

- Revolving Loan Facility of 100 millions EUR, maturity by

January 2019.

These credits were put in place to substitute the revolving loans

of 300 millions EUR, due date August 2014 and 300 millions EUR,

due date September 2013 (100 millions EUR) and September

2015 (200 millions EUR). The existing Term Loan of 150 millions

EUR with a remaing exposure of 42.8 millions EUR remains in

place (two equal instalments in August 2013 and 2014).

hedging derivativesMark to Market loss on total derivative portfolio as at December

31, 2012 amounts to 32,079,720.52 EUR (2011: a loss of

85,345,946.99 EUR). Of these, provisions for an amount of

22,500,000.00 EUR (2011: 60,000,000.00 EUR) have been included

under Other provisions.

The Group’s commitment in hedging derivatives consists of:1. Forward exchange contracts on different currencies for a to-

tal amount of over 190 million USD (2011: 405 million USD),

0 million CNY (2011: 153 million CNY), 0 million INR (2011:

339 million INR), 7 million AUD (2011: 6 million AUD), 69 mil-

lion SEK (2011: 225 million SEK) and 41 million BRL (2011:

121 million BRL) countervalue and due dates up to October

2014 (2011: to October 2014). No provision has been pro-

vided for in connection with these hedging contracts.

2. Energy Swap OTC Fuel with due dates up to March 2013

(2010: to May 2012). No provision has been provided for in

connection with these hedging contracts.

3. Interest Rate Swaps and Interest Rate Cap contracts in order

to cover its long term funding interest risk. Global notional

amounts to 530 million EUR (2011: 557 million EUR). Due

dates are up to April 2017 (2011: to November 2015). No

provision has been provided for in connection with these

hedging contracts.

4. Credit Default Swaps (CDS) on Collateralized Debt Obliga-

tions (CDO) contracts. The commitment from these contracts

as at December 31, 2012 amounts to 30,000,000.00 EUR

(2011: 80,000,000.00 EUR). Maturity Date is 2017 (2011: 2017).

A provision has been provided to cover the unrealized loss

in relation with these contracts.

other guaranteesThe Group has pledged Cash at bank assets for an amount of

87,294,885.68 EUR (2011: 85,008,681.72 EUR) in favor of banks. A

part of this pledged Cash at bank assets has been netted in de-

duction from Amounts owed to credit institutions.

commitments to purchase of tangible fixed assetsAt the end of the financial year 2012, commitments related to

forward purchases or sales of tangible fixed assets amount

appro ximately to 43 million EUR (2011: 211 million EUR).

Dit rapport is ook beschikbaar in het Nederlands. Ce rapport est également disponible en français. Este informe también está disponible en español.

Contact: for more information on this annual report please contact Paul Lievens - [email protected] Responsible editor: Jan De Nul Group I Correspondence address: 34-36, Parc d’Activités Capellen, 8308 Capellen, Luxembourg

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