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REPORT FOR THE BUSINESS YEAR

02

ABOUT THE COMPANY

About the Company

The SAG Group is the leading service and system provider for electricity, gas and

water networks and for systems involved in the generation, supply and application

of power and utilities in Europe. Around 120 locations in Germany ensure that area-

wide services are provided to regional and municipal utilities, industrial companies,

power station operators and public transport services. France as well as Central

and Eastern Europe are further core markets of the SAG Group.

The use of a safe, efficient and cost-optimised energy infrastructure is a significant

competitive factor. To exploit the diverse potentials in this field, SAG supports its

customers in the construction and in the long-term economical operation of relevant

facilities innovatively, as partners and with a service and safety orientation. Almost

100 years of experience in the construction and expansion of electricity transmission

and distribution grids in Germany and abroad enables SAG to offer its customers

and partners the highest degree of technical expertise, quality and service.

Brief overview of the SAG Group GmbH – Group Sales revenue million €EBITDA million €Capital expenditure million €Employees * at 31.12.

* Equivalents on the reporting date, excluding trainees.

2011

1,214 95 32

8,085

03

CONTENTS

Contents

Energy knows no bounds.

With SAG.

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FOREWORD BY THE MANAGEMENT

REPORT OF THE SUPERVISORY BOARD

Situation of the Individual Segments FACTS AND FIGURES ON THE FINANCIAL YEAR FROM 1 JANUARY TO 31 DECEMBER 2011

Balance Sheet Income StatementCash Flow Statement

List of Affiliated CompaniesSupervisory Board and Management

Imprint

04

FOREWORD BY THE MANAGEMENT

SAG Group GmbH, Report for the Business Year | 2011

DEAR LADIES AND GENTLEMEN,

The energy industry in Germany and Europe was marked by radical changes in 2011. Following the nuclear disaster in Fukushima, Japan, there was a change in thinking about nuclear energy in German politics. The decision then adopted to close down all the German nuclear power stations by 2022 at the latest has resulted in a continual increase in the share of renewable energies in the electricity supply. In the first half of 2011 alone, the share of decentrally generated renewable energies had already exceeded the 20 % mark.

In order to achieve other goals of the energy turnaround, the German high-voltage grid must be expanded by about 4,500 kilometres. An extension of the distribution grids is also required because 97 per cent of renewable energies are fed into the power grid at medium and low voltage level. The energy system must be equipped to cater for the volatile feeding in of renewable energies and the interplay between all of the energy generators and consumers should be intelligently designed.

SAG is facing up to the technological challenges posed by grid expansion and thus continually increased its research and development activities in 2011. In this context, innovative considerations on how to reduce the spatial impact of extra-high voltage overhead lines are based on the idea of lessening the slack in cables in electric fields, thus enabling shorter pylons and narrower routes. We assume that the progress made in developing this innovative approach will make a contribution to grid expansion for transmission grid operators in Germany.

Jointly with partners from science and grid industry, SAG is developing a new method to intelligently manage the operation of low-voltage grids. Due to the increase in the decentralised generation of energy, secondary substations, the underlying grid and high-power generation plants must be equipped with intelligent control and measurement technology in the long term. The core of the intelligent grid station (iNES) involves power flow measurement and based on this, the specific regulation of individual generation and consumption units in the low-voltage grid.

At the same time, we have consistently worked on enhancing the efficiency of our organisational structures and business processes. Initial achievements in the programmes launched were already noticed in 2011. One of the critical objectives in the coming years will be to improve the excellence of SAG’s operations further and thus to create a basis for profitable growth in the long term.

05Foreword by the Management

The development begun at the end of the year and the implementation of the strategic programme of SAG started in 2012 takes account of precisely these objectives. Apart from the consistent implementation of projects already underway, strategic initia-tives and activities are specifically pursued in the individual divisions of SAG and at a higher level. This includes, among others, the greater development of a full range of services for our customers. This complete strategy programme creates a basis for tapping new markets at home and abroad.

In order to meet the challenges ahead of us in the energy industry, we are building on our performance-oriented and dedicated employees. Particularly their commit-ment to the progress made last year deserves our highest recognition. We would like to express our sincere thanks to everyone in this connection.

We have every reason to look into the future with optimism and will be happy to tread this path together with you.

Langen, 24 February 2012

Joakim Olsson Chief Executive Officer

Sven BehrendChief Technology Officer

Thomas KleiblChief Financial Officer

06

REPORT OF THE SUPERVISORY BOARD


SAG Group GmbH is the parent company of the SAG Group and performs the control and management as defined by IAS 27. SAG Group GmbH is a codetermined company in compliance with the Codetermination Act.

At three meetings in 2011, the Management described the main facts of the financial year from 1 January to 31 December 2011. The Management kept the Chairman of the Supervisory Board up-to-date on the business development, the situation of the Company and general issues concerning the business policy through regular reports. The Chairman of the Supervisory Board monitored the Management of the Company on the basis of these reports in conjunction with the Supervisory Board and discussed all significant transactions with the Management in detail.

Issues concerning the strategic reorientation of the Group were the centre of attention in these talks. In addition, subjects in connection with planned capital expenditures were discussed.

The annual financial statements, the consolidated financial statements and the Group management report for the 2011 financial year were audited by the auditors elected at the shareholders’ meeting on 31 August 2011, PricewaterhouseCoopers AG, Wirt schaftsprüfungsgesellschaft, Frankfurt/Main, and received an unqualified audit opinion. The auditor’s report was handed over to the Supervisory Board.

07Report of the Supervisory Board

The report was included in the discussion and audit of the annual financial state-ments, the consolidated financial statements and the Group management report by the Supervisory Board. The auditors took part in the discussions of the Supervisory Board of the annual financial statements, the consolidated financial statements and the Group management report, gave a report on the main results of their audit and were available for any explanations.

The Supervisory Board took note of and approved the results of the audit.

The Supervisory Board has audited the annual financial statements, the consoli-dated financial statements and the Group management report. Based on the final outcome of its audit, no objections are to be raised.

The Supervisory Board would like to thank the Management and all the employees for their performance over the past year. Through their commitment and expertise, they made a significant contribution to SAG being able to meet the diverse challenges posed in 2011.

Essen, 23 April 2012The Supervisory Board

Dr. Manfred KrüperChairman of the Supervisory Board

08

SITUATION OF THE INDIVIDUAL SEGMENTS

Sinusstrom GmbH – Smart Grid System

ALL THINGS CONSIDERED

A medical specialist centre in Thuringia produces

90 per cent of the required energy itself with

the aid of an intelligent power supply system.

SAG installed all the components of this system

referred to as a “smart grid”.


GERMANY SEGMENT

Business operations in the Germany segment focus on the Services, Line Construction and Switchgear Construction divisions.

Services division The Services division focuses on the planning, construction and maintenance of electricity, gas, water and district heating networks as well as power stations and industrial plants. At around 120 locations in Germany the division pools extensive technical expertise in infrastructures, which includes the service portfolio of Bohlen & Doyen Bauunternehmung and the Centre for Geo-Information Technology (CeGIT).

In close cooperation between the Services, Switchgear Construction and Line Con-struction divisions, SAG replaced an existing 110 kV overhead line with a cable connection between the switchgears located at Seligenstadt and Dettingen am Main. To do so, SAG had to cross under the River Main. SAG’s contribution to this project included cable dimensioning in collaboration with the supplier Südkabel, the supply and insertion of the 110 kV cables into the existing vacant conduit system, the supply and installation of the cable accessories and site cable, the dismantling of the overhead line and the conversion of the cable entry fitting into the switchgear at Seligenstadt. Thanks to the expert advice provided by SAG, the operator EVO also agreed to the installation of an overvoltage protection for the cable.

SAG was able to successfully apply and increase its expertise in the decentralised supply of energy. As the service partner of LichtBlick, a Hamburg-based energy company, SAG assumed the task of installing its “home power plants”, which are mini combined heat and power units produced by the car maker Volkswagen and sold by LichtBlick. SAG’s services cover the demolition of the old plants as well as the con-struction and acceptance of new plants including the installation of the required gas and water connections. In addition, SAG has been tasked with the central dismantling of the home power plants at a recently equipped base.

09Situation of the Individual Segments

In the area of regenerative energies, the number of biogas plants in Germany keeps climbing. SAG supplied and installed the injection system for a biogas treatment plant on the Industriepark Frankfurt-Höchst site. The contract comprised a measuring station with the mechanical measuring equipment as well as a gas quality analysis system consisting of a process gas chromatograph and calorific measurement, the supply line to the flare and the connection to the compressor provided. Besides this, SAG supplied and installed the automation technology for the plant, the odourising of the gas as well as the liquefied gas plant including a 30-ton storage tank and a vapourising plant.

Despite the decline in feed-in tariffs, photovoltaics at SAG continued to develop well. A plant in Ergolding was erected in a flood control reservoir of the River Isar, thus placing particularly high demands on the technical planning. The plant had to be erected with much greater ground clearance than usual.

A photovoltaics plant is part of the intelligent power supply system for which SAG installed components in Zella-Mehlis in Thuringia. The smart grid also has a storage battery, a mini combined heat and power station and four electric cars that are recharged at suitable charging stations. There are also plans to install a wind turbine. Ultimately, a virtual power station is to be built from the decentralised generation units.

Traffic must also be monitored and controlled. The constant change in traffic situa-tions require both compact and flexible solutions, particularly for small junctions. With “versasbasic” SAG has developed a new control device that can be tailored to customers’ requirements. The standard version of the system is capable of con-trolling four groups of light signals. The system can be expanded for larger traffic junctions. The new technology can be used in stationary and transportable mode and was developed together with Dresden Elektronik.

Bermuda Gastronomie GmbH – Light Art Stage in Bermuda3Eck Bochum

SPECTACULAR LIGHTING DISPLAY

SAG equipped a stage for lighting displays in

Bermuda3Eck in Bochum with 320 metres of strip

light, thus setting the scene anew for the popular

pub district. A broad array of light displays now

enchants visitors thanks to a freely programmable

control system.

10 SAG Group GmbH, Report for the Business Year | 2011

CeGIT provides advice and conducts analyses on the evaluation and use of geodata, network and systems data, and develops its own software products. Jointly with the component manufacturer Mauell, the Bergische Universitaet Wuppertal and the Frankfurt-based utility Mainova, CeGIT has developed a system for the autonomous and safe management of low-voltage grid operations. At the heart of the intelligent grid station (iNES) is the decentralised management of grid capacities within low voltage. In this context “intelligent” means recording the state of the grid in real time as well as analysing ways to control and regulate grids so that the existing grid capacity can actually be used. The state of the low-voltage grid is monitored through cyclical communication between the automation device and sensors. In critical situations the energy flow is regulated through the specific control of actuators.

Through the acquisition of InfoGraph GISMobil GmbH, SAG has further consolidated its market position in the field of geoinformation systems. Founded in 1989, the company based in Ramstein-Miesenbach is developing the geographic information system GISMobil and devising concepts for its use. These concepts are tailored to the specific conditions and requirements of customers which consist of numerous energy companies, waste disposal companies and municipalities.

E.ON Thüringer Energie AG – Biogas Injection in Thuringia

CONNECTED TURN-KEY TO THE GRID

The features and quantities of biogas in the

natural gas network must be exactly documented.

SAG developed and commissioned a biogas

register on behalf of dena, the German Energy

Agency, for this purpose.

11Situation of the Individual Segments

Bohlen & Doyen Bauunternehmung is highly competent in gas pipeline construction and can also manufacture pipelines for district heating and steam pressure lines in any kind of dimension and at any pressure level. Bohlen & Doyen also manages the offshore activities of the SAG Group as it has ample expertise in this area as well as the special equipment required. Both were needed in the offshore projects BorWin1, BorWin2 and HelWin1 for which the company laid cables in the Wadden Sea on behalf of TenneT Offshore GmbH. As the work in the Wadden Sea is subject to special nature conservation regulations, the cables had to be laid in the ground using particularly gentle methods.

Whilst building a biogas injection plant near Jena, Bohlen & Doyen demonstrated its turn-key expertise, from planning, processing the construction request right through to civil engineering work, construction of the plateau and tank storage as well as pipework and conditioning. For the first time, Bohlen & Doyen laid a polyethylene high-pressure gas pipe at a pressure level of 16 bars for the injection line. Thanks to its flexibility the pipeline including the empty conduit pipe and locating cables were able to be laid with a cable plough; the Federal Motorway A4 was crossed in a cable conduit as a trenchless installation.

Prysmian Powerlink S.r.l – Laying Sea Cable Off the Coast of Norderney

EXTREMELY HIGH TENSIONIN SENSITIVE AREAS

The connection of offshore wind farms to the

extra-high voltage grid on land is a technical

challenge – particularly in sensitive areas such

as the Wadden Sea. Bohlen & Doyen has met

the challenge with comprehensive expertise

and special equipment.

12

Syndicat Départemental d’Énergie – Modernisation of the Electricity Grid

A GOOD OUTLOOK

In the course of a large-scale modernisation

project, SAG Vigilec is assuming the task of

upgrading the medium and low-voltage grid in

over 60 municipalities of the French province

of Allier. In the process the street lighting systems

will be completely refurbished in many places.


Line Construction divisionThe core competence of the Line Construction division is the planning, delivery, construction and assembly of high-voltage overhead lines. In addition, the division carries out plant evaluations, including a damage analysis, and devises suitable refurbishment concepts in conjunction with SAG’s Research and Technology Centre (VTZ).

Last year, SAG installed a new 380 kV line between Gütersloh and East Bielefeld for the grid operator Amprion. The contract included the construction of 13 new transmission line pylons and the dismantling of the existing 220 and 110 kV lines as well as 18 pylons.

SAG supports the transmission grid operator also in other projects, such as one involving the expansion of the overhead lines between the switchgear in Lippe and the substation at Gersteinwerk in Werne. SAG’s contract involved connecting the switchgear to the existing 380 kV line including the erection of five tension towers. In addition, SAG’s services comprised the construction of five extra-voltage over-head line pylons, the dismantling and installation of two 380 kV electric circuits, the lowering of an overhead earth cable to the ground as well as the dismantling and conversion of one pylon each.

Line Construction is also superbly equipped to cope with breakdowns. After a thunder storm in southern Bavaria in the summer of 2011, the grid operator E.ON requested support from SAG. After securing the pylons and lines, a system of overhead lines was provisionally erected again with the aid of poles. The temporary solution was able to be put into operation just one week after the storm. The place where the fault occurred was cleared and prepared for reconstruction.

13

Lufthansa Technik – Conversion of the Engine Shop in Hamburg

READY FOR OPERATION THANKS TO THE LATEST TECHNOLOGY

At the Hamburg site, Lufthansa Technik overhauls

aircraft engines. Due to the conversion of two

production halls of the engine shop, the electric

infrastructure also had to be adapted. SAG Erwin

Peters proved itself to be a competent partner

for this work.

Situation of the Individual Segments

Switchgear Construction divisionExpertise in the project planning, erection, modernisation and operation of high-voltage and medium-voltage switchgear is pooled in this division.

At the end of 2011 SAG completed the erection of a new frequency converter in Neckarwestheim for the Deutsche Bahn (German railways). With an input/output voltage of 380/110 kV, it is the first of its kind that the German railways is having erected in Germany. Once it is completed, the new static frequency converter will supply the 110 kV-16.7 Hz traction current throughout southern Germany. Due to its high level of efficiency the plant will make a major contribution to the efforts of the German railways to significantly cut back its share in CO2 emissions worldwide. The scope of supply and performance of SAG also included the expansion of the 380 kV gas-insulated switchgear (GIS) at the Neckarwestheim nuclear power station. Further-more, a new 380 kV 50 Hz air-insulated switchgear as well as a new 100 kV 16.7 Hz outdoor switchgear were planned, supplied, installed and commissioned. The close cooperation between several divisions at SAG in the DB Neckarwestheim project shows the greater focus placed on complex turnkey projects containing various aspects of plant expansion and enhancement as well as the construction of new plants.

SAG not only installs photovoltaic systems, it also manages the operations of the related substations. Thanks to modern DSL technology, this is possible many hundreds of miles away from SAG’s logistics centre in Berlin by remote monitoring. The Meuro solar energy power plant is currently the largest photovoltaic plant in Germany and the first plant for which SAG carries out remote monitoring via a DSL line. The substations of the Hof-Nord and Simmern wind farms have also been monitored in this way since the end of 2011. The operational management of switch-gear requires a 24-hour standby duty both at the logistics centre in Berlin and in service.

14

Provinz Haute-Marne – Expansion of the High-Speed Network

SUPER FAST DATA FLOW

STT-FRANCOMAT, a subsidiary of SAG Thépault,

is expanding the broadband network in the French

province of Haute-Marne. Over 600 kilometres

of new cable will be laid with the aid of the latest

laying technologies.


INTERNATIONAL SEGMENT

The International segment comprises business activities in France and Eastern Europe.

The focus in France is placed on service for electricity grids and telecommunication networks as well as on line and switchgear construction. In Poland, the Czech Republic and Slovakia, SAG’s business concentrates on line and switchgear construc-tion. In this context, its expertise ranges from project planning, modernisation and installation right through to maintenance. In addition to these services, SAG offers services for regional utilities in Hungary.

FranceIn France SAG also looks back at large-scale and complex projects for the year under review. When laying a 1.6 kilometre long 225 kV high-voltage earth conductor line under the city centre of Marseille, SAG Thépault demonstrated innovative engineer-ing spirit to its customer RTE (Réseaux de Transport d’Électricité). In order to lay the line, a tunnel at a depth of eight metres was drilled first of all into which PVC con duits were laid with a diameter of 1.5 metres. The conductor cables were then laid through these conduits for the entire length up to the terminal point along special mounting rails. This scale of work is so far unique in France.

In the south of France, SAG Vigilec connected a biomass combined heat and power unit to the grid for AREVA Renewables GmbH. The contract includes both the plan-ning and the execution of the work. During execution SAG Vigilec will be supported by the Power Stations and Industry departments and it was precisely because of this cooperation that SAG was awarded the contract. The plant is expected to start operation in the fourth quarter of 2012.

15

Slovenská elektrizacná prenosová sústava (SEPS) – Line Construction in the Big Fatra

HIGH VOLTAGE IN LOFTY HEIGHTS

SAG Elektrovod renewed over 30 year-old con duc-

tor insulators of a 400 kV line running through

the mountains in Slovakia. In the rough terrain

the fi tters were only able to perform their work in

some places with the aid of helicopters.

Situation of the Individual Segments

In Besançon, eastern France, SAG Vigilec is modernising the lighting network. At the same time the overhead lines previously used for the electricity supply are being replaced by underground cables. In the province Allier the company is upgrading the medium and low voltage grid in over 60 municipalities in the region. By the year 2015 the overhead lines are to have been modernised, underground cables renovated, pylons dismantled and new cables laid over 250 kilometres. In addition, the street lighting will be upgraded to the latest state of the art in many places.

Eastern EuropeSAG Elektrovod is currently implementing its largest project in Slovenia to date. Jointly with its Croatian partner, the company Dalekovod, it is erecting a 20 kilo-metre long section of a two-system 400 kV line between the distribution substations Bericevo and Krško. In the process particularly the mountainous terrain that the line will run through is posing a challenge. The line is planned to be delivered to the customer ELES (Elektro-Slovenija) in the summer of 2013.

Similarly challenging is the exchange of 30 year-old conductor insulators for a 400 kVline running through the mountains of the Big Fatra. The Slovakian transmission gridoperator SEPS (Slovenská elektrizacná prenosová sústava) commissioned SAG Elektrovod to exchange the insulators on a total of 132 pylons. A helicopter was used to transport materials as it was not possible to access the line with vehicles in some places.

16

FACTS AND FIGURES ON THE FINANCIAL YEAR

FROM 1 JANUARY TO 31 DECEMBER 2011

Amprion GmbH – Construction of New Overhead Lines

PERFECT EXECUTION

When constructing the roughly four kilometre-long

110/380 kV line section between Gütersloh and

Bielefeld, SAG GmbH erected 13 new overhead line

pylons jointly with its subsidiary Bohlen & Doyen.


BUSINESS DEVELOPMENT AND GENERAL CONDITIONS

Economic developmentThe global economy continued to recover in 2011, albeit at a much slower pace towards the end of the year. In the Federal Republic of Germany 3.0 % growth was posted in its gross domestic product. Hence economic recovery is persisting also in the second post-crisis year.

European economic policy is now facing grave decisions against the backdrop of the sovereign debt and banking crisis.

Future economic development will crucially depend on the extent to which efforts to curb the sovereign debt crisis meet with success.

Sector developmentThe phase-out of nuclear energy decided by the Bundestag envisages that the last German nuclear power station is decommissioned by 2022 and 80 per cent of electricity generation in Germany is switched to renewable energies by 2050. The way into this age requires a far-reaching modernisation of the energy industry. The energy system must be geared to the volatile feed-in of renewable energies and the interplay between all the electricity producers and consumers intelligently designed. In 2011 the Federal Government pressed ahead the regulatory policies for the energy turnaround with a total of seven laws and two regulations. Of particular impor-tance for SAG’s business are the Grid Expansion Acceleration Act (NABEG) and the Amendment to the Renewable Energies Act (EEG). The Grid Expansion Acceleration Act is intended to ensure that grid expansion can keep pace with the expansion of renewable energies. The Act prescribes a national, uniform examination of spatial compatibility and planning approval by the Federal Network Agency (BNetzA) for lines serving to transport electricity of European significance, particularly extra-voltage lines spanning several federal states. In July 2011, the Federal Network

17

Town of Wallenhorst –Illumination of St. Alexander Church

TOWN OF WALLENHORST

Since the centre of Wallenhorst, a town in

Lower Saxony, was renovated, St. Alexander

Church has shone in new splendour: SAG

skilfully implemented the concept of the

lighting planner Burkhard Wand.

Facts and Figures

Agency began to consult the public on a scenario framework for the future structure of the electricity supply in Germany and approved it in December. The lead scenario proceeds on the basis of a sophisticated expansion of renewable energies, com-bining it with the assumption that in the area of conventional generation only the coal-fired power plants and the gas power stations under construction with a high degree of planning progress will be completed. The aim is to create a 10-year grid development plan that the Federal Network Agency gives to the Federal Government as a draft for the “Nationwide Requirements Plan for Transmission Grids”. On this basis further specific grid expansion plans are to be promoted in accordance with the recently enacted Grid Expansion Acceleration Act. As a result of concentrating approval procedures at one federal authority in the future, it is assumed that they will be accelerated and SAG will benefit from this. A further crucial factor will be whether the steps taken to expand the high and extra-high voltage network in Germany will meet with greater acceptance by the population. Innovative line concepts developed by SAG that reduce the spatial impact of high and extra-high voltage routes can make a significant contribution in this connection.

The basic idea behind considerations on lessening the spatial effect of extra-high voltage overhead lines is reducing the slack in cables in electric fields. This will enable shorter pylon designs and narrower routes, thus optimising the entire over-head line in spatial respects. The developments are based on the concept of fixing the conductor cables to a taught steel supporting messenger with little slack. We assume that the progress made in developing this innovative approach will contrib-ute to grid expansion for transmission grid operators in Germany.

Renewable energies sharply increased their share in the supply of energy in 2011. Particularly in terms of electricity generation, renewable energies jumped to a rate of around 20 per cent in electricity consumption. As the share of renewable energies rises, the optimisation of the entire system, i.e. the interplay between renewable and conventional energies as well as storage and consumption units, is increasingly

18

EnBW – Transmission Grid in Baden-Württemberg

MORE POWER IN THE “LÄNDLE” REGION

Restructuring existing power supply systems from

220 kV to 380 kV is a complex and demanding

task. SAG is happy to take up this challenge and

has assumed overall responsibility for eight

out of 14 construction projects.


gaining in importance. System and grid integration requires that particularly the quality and quantity of the grid infrastructure is enhanced and increased. Due to the Amendment of the Renewable Energies Act, renewable energies have been brought closer to the market – what is known as the market premium provides vital impetus in this context.

The progressive expansion of the renewable generation base and CHP plants will result in SAG being able to offer its expertise in this sector to an increasingly larger number of potential customers with a comprehensive approach. Overall, it is expected that the reversal in energy policy initiated by the Federal Government will have a positive effect on SAG’s business.

Description of business developmentThe SAG Group recorded revenue of € 1,214.3 million and income from operating activities of € 48.9 million in the 2011 financial year.

Due to its comprehensive range of services, its cross-utility expertise and its pres-ence in the countries of significance in Central and Eastern Europe, the SAG Group has gained an outstanding position in the market for energy services. In SAG’s most important market, Germany, it is one of the market leaders. In its other core markets in France and Poland, SAG is likewise one of the large providers of energy services. Since 1 January 2011, SAG has been conducting its business in the “Germany” and “International” segments. These business segments are subdivided further based on functional and regional factors.

The Management of the SAG Group GmbH is the executive body of the Group. The codetermined Supervisory Board advises and monitors the Management. The common goal of both bodies is to sustainably increase the value of the SAG Group as a going concern.

19

Stredoslovenská energetika – Switchgear Construction

BUNDLE OF ENERGY

The photovoltaic system in Tornal’a consists

of three independent solar power stations.

Combined through a joint switchgear that SAG

Elektrovod planned, installed and commissioned.

Facts and Figures

An extensive management information system is used for the co-ordination and management of the SAG Group. Each month the separate financial statements of all fully consolidated subsidiaries are entered into this system, consolidated and made available to the Management. In addition, budgetary accounting is carried out each year based on a multi-year planning horizon. This budgetary accounting for the current year is checked three times a year as regards its plausibility and, if appropriate, adjusted to cater for new findings.

Although the forecasted income from operating activities was not fully achieved, the planning accuracy of the SAG Group can nevertheless be described as good. This can be seen particularly by the revenues of € 1,214.3 million which were 3.1 % above the budgeted figures. The “Germany” segment made the biggest contribution to revenue, earning € 883.9 million.

Incoming orders are as follows: Incoming orders (in € thousand)

GermanyInternationalOther

2010

679,964325,417

164 1,005.545

2011

852,999 290,085

169 1,143.253

20

LichtBlick AG – Installation of Home Power Plants

INTELLIGENT ENERGY – HOME MADE

With the “home power plants” from LichtBlick

you produce heat and clean electricity within your

own four walls. SAG is your competent partner

for the installation of the mini CHPs in the regions

of Berlin and Hamburg.


Service portfolio and procurementBased on decades of experience in the erection and comprehensive maintenance of plants of public utilities and the industry, the SAG Group provides sector-specific, integrated complete solutions as well as products and systems for the technical infrastructure required for power and utilities.

In the year under review, the entire procurement volume of SAG amounted to € 632.8 million (2010: € 488.4 million), or 52.1 % (2010: 50.5 %), of the revenue. In this connection, the product groups civil engineering, supply of temporary workers, assembly services at home and abroad as well as components for high-voltage line construction and switchgear construction were the main emphasis.

In 2011, synergy potential was exploited and procurement processes were further enhanced. By pooling requirements, systematically implementing purchasing strategies and intensive competition, we succeeded in sustainably exploiting the potentials offered on procurement markets.

Research and developmentSAG is taking up the technological challenges in the transmission and distribution grid. To this end, it continually increased its research and development activities in 2011. In this context innovative concepts aiming to lessen the spatial impact of extra-high overhead lines are based on the idea of reducing the slack in cables in electric fields, thus enabling shorter pylon designs and narrower routes.

Together with the component manufacturer Mauell, the Bergische Universitaet Wuppertal and the Frankfurt-based utility Mainova and in collaboration withPowerPlus Communication from Mannheim, SAG has developed a system to record the power flow and specifically regulate individual generation and consumption units in the low-voltage network. In the COMES project, methods are being devel-oped to determine realistic states of operational equipment in the low-voltage and medium-voltage range.

The Research and Technology Centre (VTZ) in Langen is a non-affiliated, accredited testing institute for the examination of components, subassemblies and complex systems for the supply of energy. The operating capability and safety of systems are

21

Dunapack Kft. – Electricity Supply for the Paper Factory

GET ROLLING

A significant amount of energy is required

to get the production of 350,000 tons of paper

to run at full speed. SAG Hungaria created the

necessary infrastructure in the paper factory

south of Budapest to do just that.

Facts and Figures

analysed and the interplay between individual components and systems tested by fourteen employees at the VTZ.

Since its foundation in 1969, the VTZ has gathered expertise which is unique in the sector. Through tests and damage analyses, a wealth of useful experience has been gained, for example about the remaining service life of components and possible ways of extending their life.

The VTZ conducts commissioned research in co-operation with customers from around the world. Hence, no significant expenditures are incurred.

Personnel and social areaThe number of employees in the SAG Group stood at 7,975 (2010: 6,674) on average in the year under review – converted into full-time equivalents. A full-time equivalent corresponds to a full-time position. Part-time employees or fixed-term employees are included only at the ratio between the part-time work or the duration of employ-ment to the annual period of employment. In addition, 200 employees completed vocational training on average in the year in the SAG Group.

The SAG Group offered a comprehensive training programme again in 2011. In Germany alone, 3,286 participants were trained on 5,211 days. Focal points in this connection were technical seminars, seminars on industrial safety and multi disciplinary SAG seminars.

In the course of the SAG seminars, 410 employees underwent training on 930 days. The training courses focused on integration and potential development programs (e.g. SAG introductory week for trainees, FastPractice, Management-Programm and personnel development seminars), subjects concerning “Construction and Project Business” (e.g. building site documentation and order execution based on contracts for work and services) and languages.

Of the personnel expenses of € 380.8 million, € 301.5 million relates to wages and salaries. Expenses for social security contributions and support amount to € 74.7 million. Expenses for pensions stand at € 4.6 million.

22

Energieversorgung Ergolding-Essenbach GmbH – Photovoltaics Park in Ergolding

SOLAR ELECTRICITY IN DIFFICULT CONDITIONS

Danger of flooding, changed wind loads and

treasures from the past not only required

forward-looking planning and flexibility from

SAG but also rapid assembly.


Environmental protection and industrial safetyInstruction in connection with environmental protection and industrial safety aspects is provided at the SAG Group at least once a year.

No environmental protection-relevant incidents occurred in the period under review.

For the continual improvement of environmental protection and industrial safety, the actions planned were carried out according to the plan of measures for 2011. This included the introduction of an electronic waste tracking procedure, the preparation and updating of instruction aids, operating instructions and other system-relevant documents, the holding of special industrial safety events for new trainee recruits, the qualification of the hazardous goods officer and commissioned persons as well as carrying out industrial safety and environmental protection conferences.

The number of accidents subject to reporting (work and travel accidents) in the SAG Group fell from 318 to 309 in 2011. When analysing the accidents, it can be noted that the data for the Bohlen & Doyen Group and SAG Leitungsbau Service GmbH were taken into account retroactively for 2010. At 37.0 ‰ (2010: 38.8 ‰), the frequency of accidents per 1,000 employees remained almost unchanged. The days off after accidents subject to reporting fell from 6,898 to 6,544. The frequency of accidents according to LTIF (work-related accidents with lost times per million working hours) amounts to 30.4.

23

RWE – Software Solutions for Sales

SYSTEMATICALLY TO SUCCESS

Reliable and tailored to individual processes –

that is what the software and system solutions

of CeGIT are for the customer relationship

management of RWE Vertrieb AG and RWE AG.

Facts and Figures

Other important events in the financial yearWith economic effect as per 31 December 2011, the SAG Group acquired the shares in InfoGraph GISMobil GmbH headquartered in Ramstein-Miesenbach. The acquisition costs for these shares totalled € 3.6 million. The company is developing GISMobil, a geo graphical information system, and is preparing concepts for its use. These concepts are tailored to the specific conditions and requirements of customers which include a large number of energy suppliers, waste disposal companies and munici-palities. By acquiring this company, the SAG Group is continuing to consolidate its market position in the area of geoinformation systems.

24

BALANCE SHEET OF THE SAG GROUP


ASSETSAssets in € thousand

Non-current assetsGoodwillOther intangible assetsProperty, plant and equipmentFinancial assetsFinancial receivablesOther receivables and other assetsDeferred taxes

Current assetsInventories Financial receivables due from related entities Financial receivables due from third parties Other receivables due from related entities Trade receivables due from third parties Receivables from the application of the percentage-of-completion methodOther receivables and other assets Recoverable income taxes Cash and cash equivalents

Total assets

31.12.2010

562,95588,872

132,7971,818

25106

16,040802,613

17,8082,595

38230

150,11497,08310,479

7,35235,753

321,452

1,124.065

31.12.2011

566,02383,778

131,6851,296

43141

15,944798,910

14,0362,754

538

163,76395,931

8,1763,877

93,816382,396

1,181.306

25Balance Sheet

SHAREHOLDERS’ EQUITY AND LIABILITIESShareholders’ equity and liabilities in € thousand

Shareholders’ equity

Capital and reserves to which shareholders of the parent company are entitled

Subscribed capital of SAG Group GmbH Additional paid-in capital of SAG Group GmbH Retained earnings and distributable profitsAmounts recognised directly in equity

Non-controlling interests

Non-current liabilitiesProvisions Financial liabilities *Other liabilitiesDeferred taxes

Current liabilitiesProvisionsFinancial liabilitiesTrade payablesIncome tax liabilitiesOther liabilities

Total shareholders’ equity and liabilities

* Of which: € 347,739 thousand in non-current interest-bearing financial liabilities (2010: € 347,947 thousand).

31.12.2010

3,000173,590–41,712–6,623

128,255

599128,854

263,100347,947

1,27833,862

646,187

73,10190,99994,349

90389,672

349,024

1,124.065

31.12.2011

3,000173,590–52,201–5,318

119,071

353119,424

263,352347,739

81133,045

644,947

97,69294,027

128,130789

96,297416,935

1,181.306

26

INCOME STATEMENT OF THE SAG GROUP FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2011

Income Statement

in € thousand Revenue Other own work capitalised Other income Cost of materials Staff costs Depreciation Other expenses

Income from operating activities

Income from investmentsFinancial incomeFinancial expenses

Result before tax

Taxes on income

Income

Result of non-controlling interests

Net income/income attributable to shareholders of SAG Group GmbH

2010

965,922312

16,157488,370303,251

30,863116,186

43,721

–8692,839

50,788

–5,097

1,220

–6,317

832

–7,149

2011

1,214.303432

15,427632,818380,813

34,240133,415

48,876

–96,918

57,984

–2,199

8,287

–10,486

67

–10,553

27

CASH FLOW STATEMENT OF THE SAG GROUP FOR THE PERIOD FROM 1 JANUARY TO 31 DECEMBER 2011

Cash Flow Statement

in € thousand Income of which: paid operating interest (guarantee fees and working capital loans)Interest payments from long-term credit financing Depreciation, amortisation, impairment losses Changes in provisions (excluding provisions for taxes)Changes in deferred taxesIncome from the disposal of non-current assets Other non-cash income/expensesChanges in working capital

Cash flows from operating activities

Intangible assets/property, plant and equipment Capital expenditure Proceeds from disposals of non-current assets Proceeds from disposals of assets held for saleAcquisitions and investments Acquisition of investments Increases in the shares held in investments

Cash flows from investing activities

Proceeds from additions of shareholders’ equity Changes in the receivables from profit and loss transfer agreementsRaising of financial debt Repayment of financial debt Interest payments from long-term credit financing

Cash flows from financing activities

Net cash change in cash and cash equivalents Effects of changes in foreign exchange rates and other changes in value on cash and cash equivalents

Change in cash and cash equivalents

Cash and cash equivalents at the beginning of the reporting period Cash and cash equivalents at the end of the reporting period

2010

–6,317

–2,85423,88430,86310,294–2,511

–546,653

–11,566

51,246

–26,4143,071

203

–78,021–8,809

–109,970

35,0001,038

130,508–94,496–23,884

48,166

–10,558

385

–10,173

45,926

35,753

2011

–10,486

–2,30323,12634,24016,867

–855–387

5,08050,484

118,069

–31,9204,695

0

–5,3310

–32,556

00

87,150–90,388–23,126

–26,364

59,149

–1,086

58,063

35,753

93,816

28

LIST OF AFFILIATED COMPANIES (AS OF: 31 DECEMBER 2011)


No., name and headquarters

Affiliated companies – included in the consolidated financial statements of SAG Group GmbH 1. Bohlen & Doyen Bauunternehmung GmbH, Wiesmoor 2. Bohlen & Doyen Service und Anlagentechnik GmbH, Wiesmoor 3. Elektrovod a.s., Brno, CZ 4. InfoGraph GISMobil GmbH, Ramstein-Miesenbach * 5. L’entreprise Lestrade SARL, Dun le Palestel, FR 6. SAG Beteiligungs GmbH, Langen 7. SAG Dandl GmbH, Ergolding 8. SAG Elbud Gdansk S.A., Gdansk, PL 9. SAG Elbud Kraków sp. z o.o., Kraków, PL10. SAG Elektrovod a.s., Bratislava, SK11. SAG EMG a.s., Pilsen, CZ12. SAG Erwin Peters GmbH, Hamburg13. SAG France SAS, Jouy-aux-Arches, FR14. SAG GmbH, Langen15. SAG Holding Kft., Budapest, HU16. SAG Hungaria Kft., Budapest, HU17. SAG Immobilien GmbH, Langen18. SAG International GmbH, Langen19. SAG Leitungsbau Service GmbH, Ergolding20. SAG Mérnökiroda Kft., Budapest, HU21. SAG Thépault SAS, Jouy-aux-Arches, FR22. SAG Vigilec SAS, Saint-Pourçain-sur-Sioule, FR23. SEG LiPro Energietechnik GmbH, Zorbau24. Strüder Rohr-, Regel- und Meßanlagen GmbH, Schneeberg25. STT – FRANCOMAT SAS, Écrouves, FR26. Thépault Réseaux SAS, Jouy-aux-Arches, FR27. VIGILEC HATIER SAS, Saint-Pourçain-sur-Sioule, FR28. VIGILEC PAULY SAS, Saint-Pourçain-sur-Sioule, FR

indirect %

100100100

51100

100100100100100100100100100100100

100100100100100

60100100100100

direct %

100

100

Amount of holding according to Section 16 AktG

29

List of Affiliated Companies

No., name and headquarters

– not included in the consolidated financial statements of SAG Group GmbH ****

29. Bohlen & Doyen B.V., Groningen, NL 30. Elektrovod Rozvádzac e s.r.o., Bratislava, SK 31. Elektrovod Stav s.r.o., Bratislava, SK 32. ELV-SERVIS spol. s.r.o., Bratislava, SK 33. KAPSVILL-Elektro Kft., Balassagyarmat, HU * 34. SAG Energy Infrastructure Ltd., Loughrea, County Galway, IE * 35. SAG Immobilien Verwaltungs GmbH, Langen 36. SAG Ltd., Kigali, RW *** 37. Tamar Vermögensverwaltung GmbH, Langen

Associated companies– not included in the consolidated financial statements

of SAG Group GmbH ****38 . ENERGOREMONT-ELV OOD, Sofia, BG **

indirect %

100100100

83.34100100100

99.99100

50

direct %

0.01

Amount of holding according to Section 16 AktG

* Acquisition or foundation in 2011.

** Without business activities.

*** Liquidation planned in 2012.

**** Pursuant to Section 313 (2) No. 4 of the German Commercial Code, information on shareholders’ equity and the result from the last annual financial statements is not provided.

30

SUPERVISORY BOARD AND MANAGEMENT

Supervisory Board and Management

SUPERVISORY BOARD

Dr. Manfred KrüperPartner of K&S Energy Partners, EssenChairman of the Supervisory Board

Bruno Neumann *First Authorised Representative of IG Metall – Administrative Office Essen, EssenDeputy Chairman of the Supervisory Board

Jörg Bauer *Head of the Human ResourcesFunctional Area of SAG GmbH, Langen

Dr. Ulf BergPartner of BLR & Partners AG, Thalwil, Switzerland (until 1 January 2012)

Andreas BöwingHead of Controls Grid Regulation of RWE Deutschland AG, Essen

Klaus Els *Chairman of the Works Council of Andernach business establishment of SAG GmbH, Andernach

Martin FuchsChairman of the Management of TenneT TSO GmbH, Bayreuth

Robert Grashei *First Authorised Representative of IG-Metall – Administrative Office Landshut, Landshut

* Member of the employee representatives on the Supervisory Board.

Bernd Mittler *Chairman of the Central Works Councilof SAG GmbH, Langen

Christoph MüllerMember of the Management of EnBW Trading GmbH, Karlsruhe

Wolfgang Neldner50Hertz Transmission GmbH, Berlin

Andreas Pietz *Chairman of the Works Council of SAG GmbH, Chemnitz

MANAGEMENT

Joakim OlssonChief Executive Officer,Königstein Sven BehrendChief Technology Officer,Allensbach

Thomas KleiblChief Financial Officer,Dreieich-Buchschlag

31

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PUBLISHER

TELEPHONEFAX

E-MAILINTERNET

CONTACT/ EDITORS

LAYOUT

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SAG Group GmbHPittlerstraße 4463225 Langen Germany

+49 6103 4858-0+49 6103 [email protected]

Markus GoldeCorporate Communications

SCHOENE AUSSICHTIdeenagentur GmbH, Fulda

Grunewald GmbH, Kassel

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