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ANNUAL REPORT 2010

© Photos: Sapec and fotolia.com

Table of contents

Mission Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Board of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Financial timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Evolution of the share price . . . . . . . . . . . . . . . . . . . . . 5

Corporate Governance Statement . . . . . . . . . . . . . . . 6

Group’s Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Key figures by business contribution . . . . . . . . . . . . 20

Key figures by geographic areas contribution . . . . . . 21

Management Report of the Board

of Directors . . . . . . . . . . . . . . . . . . . . . . . . .24

• Crop protection sector . . . . . . . . . . . . . . . . . . . 25

• Crop nutrition sector . . . . . . . . . . . . . . . . . . . . . 26

• Chemical products and environment . . . . . . . 27

• Agro commodities distribution sector . . . . . . . 29

• Logistics sector . . . . . . . . . . . . . . . . . . . . . . . . . 30

• Renewable energy sector . . . . . . . . . . . . . . . . . 31

• Real estate and other . . . . . . . . . . . . . . . . . . . . 32

• Comments on the concolidated financial

statements . . . . . . . . . . . . . . . . . . . . . . . . . . 33

• Developments during the first quarter

of 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

• Profit to be distributed . . . . . . . . . . . . . . . . . . . 35

• Appointments . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Consolidated figures . . . . . . . . . . . . . . . . . . . . . .37

• Consolidated income statement . . . . . . . . . . . 39

• Consolidated balance sheet . . . . . . . . . . . . . . . 40

• Consolidated statement of cash flow . . . . . . . 42

• Consolidated statement of changes in equity . . 43

• IFRS accounting policies . . . . . . . . . . . . . . . . . . 44

• Notes to the consolidated financial

statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Statutory Accounts . . . . . . . . . . . . . . . . . . . . . . .71

• Balance sheet after distribution . . . . . . . . . . . . 72

• Income statement . . . . . . . . . . . . . . . . . . . . . . . 74


How to contact us?

Sapec S.A.500 Avenue Louise, b. 61050 BrusselsTel.: + 32 (0)2 513 92 58Fax: + 32 (0)2 512 20 90E-mail : [email protected] : www.sapec.beRPM Bruxelles - BE 0403 085 280

Investor relations and financial [email protected] VelgeEric van Innis

Published byAntoine VelgeTel. : + 32 (0)2 513 92 58Fax : + 32 (0)2 512 20 90

Annual reportCe rapport annuel est également disponible en français

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PrintingImpresor

Limited Company

500, Avenue Louise

1050 Brussels

NN. 0403 085 280

Ordinary General Meeting June 21, 2011

2SAPEC ANNUAL REPORT 2010

MissiON sTATEMENT

Mission Statement

Established in 1926 as a mining and chemical company, sapec expanded its business into various industrial and

service sectors with a view to industrial holding group, controlling the management of various business.

As investor, the sapec Group puts particular attention in generating added value by pursuing the following

objectives:

• managing a diversified portfolio of activities, capitalising at present, on the Group’s skills and know how in the

field of agriculture, chemical products, animal nutrition, logistical services and renewable energy;

• giving a priority to the Iberian market, without excluding other markets with strong potentialities for some

businesses;

• developing sustainable competitive advantages through the acquisition of a leadership position or by exploiting

niche markets;

• selecting business sectors with growth potentials.

This policy is based on,

• a systematic and close follow-up and support of the businesses in which the Group invested mainly in the form

of majority stake;

• considering the businesses as autonomous profit centres, responsible for their own cash flow, in the frame of

defined return requirements, and able to count on the support and financial solutions brought by the Group.

This policy expresses the target to create shareholders value aiming to ensure a stable and regular dividend

payment increase.


KEy fiGUREs

Key figures

GLOBAL DATA (M€)

2005 2006 2007 2007* 2008 2009 2010

Revenue 514.9 516.4 572.5 561.8 679.6 519.6 456.8

Operating profit 22.4 15.2 23.6 21.3 9.4 -2.2 17.6

Net consolidated profit 13.3 10.4 22.4 21.1 -6.6 -15.3 9.6

Net consolidated profit - group share 12.1 7.4 20.7 20.7 -5.2 -15.4 6.1

EBiTDA (recurrent) 34.0 26.8 34.8 30.2 29.2 8.7 30.9

Shareholders equity (after distribution) 106.5 111.0 127.4 127.4 117.3 101.0 109.5

Balance sheet 367.2 405.2 570.6 570.6 1,068.0 1,099.8 999.9

CONSOLIDATED DATA PER SHARE (€)

2005 2006 2007 2007* 2008 2009 2009

Number of shares 1,355,000 1,355,000 1,355,000 1,355,000 1,355,000 1,355,000 1,355,000

Shareholders equity (after distribution)

78.6 81.9 94.0 94.0 86.6 74.6 80.8

Operating profit 16.5 11.2 17.4 15.7 6.9 -1.6 13.0

Net consolidated profit - group share 9.0 5.5 15.3 15.3 -3.8 -11.4 4.5

EBiTDA (recurrent) 24.7 19.8 25.7 22.3 21.5 6.4 22.8

Dividend commom shares (gross) 2.1 2.1 2.7 2.7 0.65 - -

Payout on operating profit 12.7% 18.7% 15.5% 17.2% 9.4% - -

Payout on net consolidated profit - group share 23.3% 38.2% 17.7% 17.7% -17.0% - -

* Adjusted for comparative purposes in accordance with the prescribed by ifRs 5.


Board of Directors

Mr. Eduardo Catroga * Chairman

Antoine Velge * Managing Director

Philippe de Broqueville Director

Manuel fernando Espírito santo Director

Jean-Marie Laurent Josi Director

Matthieu Delouvrier Director

Günter strauss Director

Christian Varin Director

Mrs. Patricia Velge Director

Board secretary

Mr. Eric van innis *

Chief financial officer

Mr. João sinde *

Division managers

Mr. João Estrela (Crop Protection)

Eric van innis (Crop Nutrition)

fernando Gamboa (Chemicals Products and Environment)

Paulo Rendas (Logistics)

Luis Ladaria (Agro Commodities Distribution)

Rafael sanchez Castillo (Renewable Energy)

statutory auditor

Mazars Réviseurs d’Entreprises

Company Auditor No. B00021

77, Box 4 Avenue Marcel Thiry

1200 Brussels

Represented by Mr. Philippe de Harlez de Deulin

* Members of the Executive Committee

BOARD Of DiRECTORs


fiNANCiAL TiMETABLE

Financial timetable

June 21, 2011 General Meeting 2010 financial year

August 31, 2011 Publication of half-year results

March 31, 2012 Publication of annual results

June 20, 2012 General Meeting 2011 financial year

Evolution of the share price In EUR

2004 2005 2006 2007 2008 2009 2010

Ordinary shares min 44.8 67 82.5 90.3 53.0 41.2 47.5

max 72.5 96.2 97.0 114.3 134.5 78.5 66.0

Closing 31/12 ord. 72.5 93.1 90.0 102.5 56.0 65.5 50.1

Total number of sahres as at 31/12 1,355,000 1,355,000 1,355,000 1,355,000 1,355,000 1,355,000 1,355,000

Market capitalization 31/12 (k€) 98,238 126,151 121,950 138,888 75,880 88,753 67,886

SAPEC shareholders

Total number of shares 1,355,000

financière frédéric Jacobs s.A. 113,661

soclinpar s.A. 17,969

LHi s.A. 610,973

BEs investimento s.A. 14,179

Cobepa s.A. 204,950

Alcatel Bell Pensioenfonds VZW 51,412

Stock Exchange 341,856

Brussels all shares sAPEC BEL 20

8.4% 1.3%

3.8%

45.1%

1.1%15.1%

25.2%

SAPEC - Belgian all Shares - Bel 20140.00

130.00

120.00

110.00

100.00

90.00

80.00

70.00

60.00

50.00

40.00

01

/10

02

/10

03

/10

04

/10

05

/10

06

/10

07

/10

08

/10

09

/10

10

/10

11

/10

12

/10


Corporate Governance StatementThe company adheres to the Belgian Corporate Governance Code (here after C.C.G.), which is adopted as reference

and applies the recommendations of the Code in accordance with the «comply or explain principle ». The Corporate

Governance Charter of the company came into force on June 21, 2006 and was updated in 2011, in order to answer

the principles defined in the C.C.G. 2010. (The full text of our Charter can be found on our web site www.sapec.be,

Corporate Governance). However, the application of the principles and recommendations takes into account the

particularity structure of the company and its capital with a family majority shareholder, which has ensured stability

to the company for over eighty years.

Composition of the Board of Directors

The Board is currently composed of 8 members: Expiry of the mandate

Mr. Eduardo Catroga (Chairman) OGM 2015 (*)

Mr. Antoine Velge (Managing Director) OGM 2015 (*)

Mr. Philippe de Broqueville (1) OGM 2015 (*)

Mr. Manuel fernando Espírito santo OGM 2014

Ms. Patricia Velge OGM 2012

(Five Directors proposed by the Majority Group)Mr. Christian Varin OGM 2014

Mr. Jean-Marie Laurent-Josi OGM 2014

(Two Directors proposed by the Cobepa Group)Mr. Matthieu Delouvrier OGM 2014 (*)

(Independent Directors) (2)

(*) Subject to the approval by the Shareholders’ Meeting of June 21, 2011.

(1) We propose that Mr. Philippe de Broqueville, who loses is capacity as Independent Director, having reached the limit of the terms allowed under the legislation in force, as Director presented by the majority in replacing of Mr. Günter strauss.

(2) The Appointment and Compensation committee has been in charge of selecting a new Director who will comply with the independence criteria as defined by the law.

in term of the criteria for independence of the Company complies with section 526ter of the Belgian Companies

Code.

The Chairman and Managing Director are chosen from amongst the Directors by proposal of the family majority

shareholders. The same person does not exercise at the same time the responsibility of Chairman of the Board and

Managing Director. The repartition of responsibilities is clearly defined and approved by the Board of Directors.

The terms of office are fixed by satute to a maximum of 6 years but, in fact, the terms of office proposed to the

Shareholders’ Meetings are usually for four years.


CORPORATE GOVERNANCE sTATEMENT

Role and modus operandi of the Board of Director

The Board of Directors has reserved the following key areas for itself;

- defining values and strategies for the company, as well as approving business plans and budgets.

- taking decisions in respect of important financial operations, acquisitions and disinvestment.

- ensuring the setting up of appropriate structures, procedures and controls in order to achieve the targets of the

Company and manage the risks inherent to the businesses.

- supervision of the day-to-day management.

- taking all the necessary measures to timely ensure the integrity and the publication of the financial statement, and

other significant, financial or non-financial informations, communicated to the shareholders and potential share-

holders.

- taking all the necessary measures to apply effectively and with efficacy the Belgian rules regarding market abuses.

The Board regularly meets at least four times a year, additional meetings, if required, can be convened.

in 2010, the Board of Directors met 5 times and held one conference call.

Directors Presences

Mr. Eduardo Catroga (Chairman) 6/6

Mr. Antoine Velge (Managing Director) 6/6

Mr. Manuel fernando Espírito santo 2/6

Mme Patricia Velge 5/6

Mr. Matthieu Delouvrier 3/4

Mr. Christian Varin 5/6

Mr. Jean-Marie Laurent-Josi 6/6

Mr. Günter strauss 6/6

Mr. Philippe de Broqueville 5/6

In 2010 the Directors were not confronted with conflict of interest situations requiring the implementation of legal

procedures foreseen by the Companies Code.

Decisions are taken collegialy by a majority of votes. The chairman holds a casting vote.

The Company is validly represented with regard to third parties by the joint signature of two directors. The Company

can validly represented by specially representatives within the limits of their mandates.

The Board has set up two Consultative Committees.



The Audit Committee

- The principal mission of the Audit Committee covers mainly the follow- up of the process for the set-up of the finan-

cial information, monitors the effectiveness of the internal control and risk management systems of the company

and the follow-up of the legal control of the annual and semi-annual consolidated financial statements. At least one

of the members is qualified in accounting and auditing.

- The Audit Committee is composed of Mr. Jean-Marie Laurent Josi (Chairman), Mr. Philippe de Broqueville and Mr.

Günter strauss, who was replaced by Mr. Matthieu Delouvrier up from June 15, 2010.

- The Audit Committee met twice in 2010, the CFO of the Company, Mr. Joao Sinde, and the Statutory Auditor at-

tended these meetings.

- The main points of the agenda were the analysis of the periodic (half yearly and yearly) consolidated financial

statements of the company, the formal setting up of the internal audit system and the improvement of the internal

control systems.

- Following the meetings, the Chairman of the Audit Committee informed the Board of Directors of the conclusions

of the works carried out by the Audit Committee.

The Appointment and Compensation Committee

- The Appointment and Compensation Committee gives opinions and makes suggestions to the Board of Directors

concerning the appointments and compensation of Directors and senior managers of the Company.

- This Committee is composed of Mr. Eduardo Catroga (Chairman), Mr. Philippe de Broqueville and Mr. Günter

strauss, who was replaced by Mr. Matthieu Delouvrier from June 15, 2010.

- The Committee met once in 2010. The meeting was attended by the Managing Director, Mr Antoine Velge, excepted

for matters concerning.

- The Committee informs the Board of Directors of the conclusions of the works carried out.

Day-to-day management of the company

The Board of Directors may delegate part of its powers to a managing director (or even two). in the frame of this

delegation of power the following tasks were attributed to the Managing Director:

- The day-to-day management of the Company and supervision of its subsidiaries and affiliates;

- The adequate organization of the Company and of its subsidiaries and the set-up of internal controls based on the

frame reference adopted by the Board of Directors, without prejudice of the role of control of the Board of Directors.

- Preparing the adequate communication of the financial statements and the other financial and non-financial sig-

nificant information.

- The evaluation of the senior management, and formulation of suggestions or proposals to the Appointment and

Compensation Committee concerning these issues;

- Using the power delegation granted by the Board of Directors for decisions of investments/disinvestment of amount-

ing to less than EUR 1 million;

- Preparing and submitting to the Board of Directors all important decisions that need to be taken and provides timely

to the Board of Directors all necessary information to the execution of its obligations.

- The execution of the decisions taken by the Board of Directors and the reporting to the Board on the performance

of its functions.

To help coordinate its work the Managing Director is assisted by the Executive Committee composed of particularly

skilled people, issued normally from the general management of the Group and its subsidiaries.

Each member of the Executive Committee holds its personal and business affairs in a way to avoid any conflict of

interest, direct or indirect, with the Company.


The Managing Director is the ultimately responsible at the Board of Directors for the day-to-day management of the

Company.

The Executive Committee meets every month, additional meetings may be held if necessary.

The Executive Committee is currently composed of Mr. Antoine Velge (Group Managing Director), Mr. Eric van innis

(Head of several businesses) and Mr. Joao sinde (CfO of the Company). Mr. Eduardo Catroga attends the Executive

Committee meetings as Chairman of the Board of Directors.

in 2010, the Executive Committee met 14 times.

shareholder structure and publicity

As of January 1, 2010, the share capital amounts to EUR 36,600,000, represented by 1,355,000 social shares

without designation of value, including. 22,682 shares with strip, in accordance with the legislation.

Also, in conformity with the law and statutes of the Company, any shareholder whose holdings in the share capital

exceed initially 3%, then 5% or a multiple thereof, must submit a declaration of transparency to the Company.

Shareholders’ Meetings

The annual Ordinary Shareholders’ meeting is held on the third Tuesday of June at 11:00 a.m., at the headquarters

of the company. If an extraordinary shareholders’ meeting is required the Board of Directors endeavours to hold it

immediately before or after the Ordinary Shareholders’ Meeting.

The Shareholders’ meeting deliberates following the agenda set in the notice.

Notices and held meetings comply with Company statutes, and legal provisions of the Companies Code.

Voting is public and by show of hands. Votes are counted and the results announced immediately. The minutes of the

Shareholders’ meetings are drawn up immediately by the Secretary of the Board of Directors, and those shareholders

who wish to do so, sign the minutes at the end of the meeting.

Dividend Policy

The dividend policy of the Company is a result of a balance between dividends for shareholders and the availability

of funds necessary to finance the development of the businesses.

Derogations

The company derogates from the recommendations of the Belgian Corporate Governance Code in the following areas:

- The Directors representing the majority shareholders are able to dominate the decision-making process.

- The Board of Directors counts only two Independent Administrators.

- The Audit Committee meets twice a year in the presence of the Auditor.

- The Appointment and Compensation Committee meets once a year.

- A systematic and formal procedure of evaluation of the Board of Directors, its Committees and its individual Direc-

tors, is still not set up.

- The mandates of the Directors may be renewed several times, the limit of 12 years aplies only to Independent

Directors.



General information Policy

Regulatory and non-regulatory communications is carried out in French, with a translation in English through its

website.

Overall, the company always ensures that all resources and information to enable shareholders to exercise their rights

are available.

The annual report is drafted in French; an English version is also available and published on the website of the

Company.

Relations with leading shareholders

A shareholders’ pact exists between COBEPA and the majority shareholder.

Auditor

The Auditor is Cabinet Mazars Réviseurs d’Entreprises, represented by Mr. Philippe de Harlez de Deulin, Statutory

Auditor.

Compensation report

1. Description of the procedure regarding the compensation policy for the Directors:The Shareholders’ meetings fixes each year at the approval of accounts, the director’s fee for the board in a compre-

hensive manner. This amount is equally distributed to the non-executive Directors. The non-executive Directors, who

are members of the Audit Committee and/or the Appointment and Compensation Committee, receive attendance fees

for taking part to the meetings.

Non-executive Directors do not receive any variable compensation linked to results or other performance criteria.

They are not entitled to stock options, or to any supplemental pension scheme.

The Company reimburses the non-executive Directors for travel and subsistence expenses made in the exercise of

their terms.

The non-executive Directors do not have permanent support (office, secretariat, and car).

The company also carries customary insurance policies covering the activities of the members of the Board of

Directors carrying out their duties.

Starting from the 2007 financial year, the global amount of compensation remained unchanged at 108,880 €. The

table below indicates how this amount was allocated to the Directors.

2. Description of the procedure regarding the compensation of the Chairman of the BoardDue to this particular function, of accessory of the CEO and Executive Committee, and his relation with the differ-

ent stakeholders of the Company and its affiliates, the Chairman of the Board receives a fixed compensation. This

compensation is authorised and defined by the Board of Directors.

This compensation is withdrawn on the overhead costs.

The Chairman has a permanent support (office, secretariat, and car) and its professional expenses are justified item

by item.

3. Description of the procedure regarding the compensation of the CEO:The CEO compensation, in its fixed and variable component, is set by the Board of Directors based on recommenda-

tions of the Appointment and Compensation Committee (see table below).

The variable part is mainly related to the net profit of the Group.

CEO expenses are governed by the same rules as those applicable to all Group management staff, that is, the justi-

fication item by item.



in the area of insurance, the Company subscribes the same type of cover for the CEO as it does for its senior

managers.

Pensions, illness and death-in-service coverage for the CEO are based, in principle, on the provisions of the schemes

applicable to senior executives in Portugal.

The CEO does not receive stock options and does not benefit from any “golden parachute clause”

4. Description of the procedure regarding the compensation of the other Executive Committee membersThe Executive Committee members’ compensation, in its fixed and variable components, is set by the Board of Direc-

tors on recommendations of the Appointment and Compensation Committee (see table below).

The variable part of their remuneration is mainly related to the net profit of the Group.

The Executive Committee members’ expenses are governed by the same rules as those applicable to all Group man-

agement staff, that is, the justification item by item.

in the area of insurance, the Company subscribes the same type of cover for the Executive Committee members as

it does for its senior managers.

Pension, illness and death-in-service coverage for the Executive Committee members are based in principle on the

provisions of the scheme applicable to senior executives in Portugal.

The Executive Committee members do not receive stock options and do not benefit from any “golden parachute

clause”.

Executive Committee members, including the CEO, have directorships in Group subsidiaries as a function of their re-

sponsibilities. Where such directorships are compensated, they are included in the amounts given in the table below.

Gross compensation granted to Directors (€) 2009 2010

Mr. Eduardo Catroga, (Chairman), fixed emoluments 337.148 340.575

Mr. Antoine Velge (Managing Director) - -

Mr. Manuel fernando Espírito santo, compensation 15.554 15.554

Mme Patricia Velge, compensation 15.554 15.554

Mr. Matthieu Delouvrier, compensation and attendance fees - 19.454

Mr. Christian Varin, compensation 15.554 15.554

Mr. Jean-Marie Laurent-Josi, compensation and attendance fees 23.354 23.354

Mr. Günter strauss, compensation 15.554 15.554

Mr. Philippe de Broqueville, compensation and attendance fees 23.354 23.354

Gross compensation granted to the Managing Director (€) 2009 2010

Mr. Antoine Velge fixed compensation 461.762 472.463

Variable compensation - 91.635

Other components 42.580 42.580

Gross compensation granted to the Executive Committee members (€) 2009 2010

fixed compensation 686.267 693.783

Variable compensation - 91.635

Other components 20.000 20.000



Risk management

A key point of the vision of the Sapec Group is acting in all its businesses in a responsible way as a corporate citizen

and caring for the health and safety of its employees as well as for the environment in general.

Sapec’s policy is to achieve a good management level of the risks inherent to each of its businesses, trying to identify

them better, to evaluate them and to improve the skills to manage them.

The Sapec Group has defined ten major risk categories:

- Financial risk,

- Product risk,

- Risk to people,

- Environmental risk,

- Supply chain and manufacturing risk,

- Regulatory, political and legal risk.

- Market- strategy risk.

- Information and IT risk.

- Reputation risk.

- Special risks related to the business of “agro commodities distribution”.

Financial riskFinancial risk is the exposure of the Sapec Group to foreign exchange risk, liquidity risk, interest rate risk and coun-

terparty risk.

- Concerning the foreign exchange rate risk, Sapec is exposed for some of its international businesses to the EUR/

UsD, EUR/REAL and EUR/MX Peso. for purchases \ sales in UsD, sapec usually enters into forwards and/or option

contracts, securing the EUR value of the USD cash flows. Sapec has also chosen to hedge the balance sheets of

its subsidiaries that are expressed in foreign currencies, by obtaining financing in the local currencies. Obtaining

this financing allows currency flows to be forecasted, and forwards or option contracts to be signed to secure the

value in EUR. The policies to cover the foreign exchange rate risk are defined centrally, and implemented by each

business. There is a systematic overview of the implementation of the defined policies.

- Liquidity risk is linked to the ability of Groups companies to satisfy their financial obligations. To deal with this

risk, the Group has chosen for a Central Treasury policy to match treasury in-flows with due dates of loans and other

financial obligations and for the systematic and sustainable maintenance of a certain volume of rapidly mobilized

liquid assets. Management of financing debts is carried out by the Central Treasury on behalf of the various Groups

companies.

- Interest rate risk arises from treasury flows linked to variable-interest rate loans. This type of risk is controlled as far

as possible by the use of derivatives: options, Forward Rate Agreement (FRA’s) and swaps.

- Sapec is exposed to the counterparty risk in its cash management as well as in its commercial relationships with

clients and suppliers.

- In order to manage the risk in its cash management, Sapec works with banking institutions with high credit rating,

follows a policy of diversifying its banks portfolio, negotiates, when possible, project financing without recourse to

the shareholders for its important investment projects. A part of its turnover is assigned to factoring companies.

- A customer default could lead to a write-down on the trade receivables. Each business has its own department in

charge of managing its client receivables and of defining its guidelines in respect of credit policy. All businesses

report on a monthly basis to the Executive Committee allowing a follow- up of the performances concerning this

issue. Part of the receivables is reinsured.



Product riskProduct risk is Sapec’s exposure coming from injury or damage to third parties or their property arising from the use of

a Sapec product as well as the resulting possible litigation. Product liability may also arise from out-of-specification

products, inappropriate use, or manufacturing errors resulting in defective products that may cause contamination

and potential recalls.

Exposure to product liability is relatively reduced, by insurances, and by the quality control systems carried out by

our people. Appropriate information and technical assistance are provided to clients in respect of products which

require such a level for support.

All regulatory compliance, approvals, licenses and strict procedures for labelling, packaging, transport and warehous-

ing must be observed in respect of those of our products that contain chemical substances. for these products the

implementation of the REACH Directive in Europe is expected to result in a reduction of the product risk.

Risk to peopleRisk to people is the exposure of employees, contractors, and the public in general to the adverse effects from Sapec

activities and products. This risk is principally linked to industrial activity, product warehousing and the transport of

chemical products.

Sapec considers health and safety of people a key aspect in the management of its activities. Risk-control pro-

grammes and objectives are required in most all areas of activity. Most all our production units are. ISO certified.

The most sensitive units, in the plant protection business, hold ISO 14001 and OHSAS 18001 certification. Local

authorities validate pollution and accident prevention measures and procedures in place. in addition, those measures

and procedures are subjected to internal and external audits twice a year.

for the transport of our chemical products all national regulations that cover the transport of hazardous products are

strictly respected.

Environmental riskEnvironmental risk is Sapec’s exposure to the risk of an accidental release of a chemical substance following a plant

or warehouse equipment failure, or production problems resulting in exceeding permitted emissions levels.

sapec considers environmental protection of fundamental importance in the management of its activities. All our

production and warehousing are submitted to environmental risk directives and control programmes sites. In addi-

tion, in order to be allowed to operate, all our industrial installations must obtain environmental impact statements

issued by local and national authorities, which impose strict standards and annual audits in this matter.

Supply risk and manufacturing riskThe risk linked to the supply chain and manufacturing is the Sapec Group’s exposure to the risks associated with

raw materials and its suppliers as well as the risks linked to production units and their possible major equipment

failures and damages.

For some of our businesses, a key element of strategy is the ability to secure the supply of products and/or raw mate-

rial at competitive economic conditions.

For these businesses, programmes have been put in place to allow access to in-depth market knowledge of products

/raw materials and their sources of supply. Policies are in place for supplier diversification and reduction of depend-

ence, when possible.

All our factories are subjected to preventive maintenance programmes in order to reduce the risk of failures. Our

factories and equipments are also periodically subjected to audits. Sapec also has insurances to reduce the financial

impact of potential events that may cause damage and lead to production interruption.



Regulatory, political and legal riskRegulatory risk is Sapec’s exposure to new legislation or national/supranational regulations that may impose a ban-

ning on the use of a product, or introduce restrictions to such an extent that the product becomes unprofitable.

for most of its businesses, and in order to be able to carry out its activities, sapec must obtain and maintain regula-

tory authorisation granted by authorities or agencies based in different countries. Sapec relies on a network of con-

sultants specialised in these various matters, not only to obtain the different kinds of required authorisation but also

to track any changes in regulations and/or legislations.

In 2008, Sapec achieved the pre-registration of all its products concerned by REACH.

Political risk is Sapec’s exposure to political decisions that may cause difficulties in the supply of products and raw

materials or that may cause upheaval to such a degree that markets are no longer commercially accessible.

Purchase managers are looking to maintain geographical spread when sourcing key raw materials. Sapec also avoids

taking commercial risks in so-called “at risk” countries. Sapec also looks at, when possible, insurance solutions.

Legal risk is the Sapec group’s exposure to the adverse consequences of non-compliance with regulations or contrac-

tual undertakings.

In order to manage its legal risk, Sapec rely on a network of external legal specialists and partners, with reputation

in the various aspects of the laws and legislations inherent to the running of our businesses.

Of course, adverse outcome of disputes or litigations is always possible. The policy of the Group is to make appropri-

ate financial provision to cover the risk.

Market-strategy riskThe market-strategy risk is the exposure to the eventual adverse evolutions in our markets or our competitive envi-

ronment. The possible lack of success of new products, the unsuccessful penetration in a new market, the demand

reduction in our principal markets, linked to new legislations or to important socio-political problems, the develop-

ment of substitute products, the eventual scarcity of certain raw materials are examples of the risks that our activities

may generate.

The efforts made in terms of prevention and easing these risks go through the management and preservation of bal-

anced portfolios of products, the maintenance of an important pipeline of new products and a diversification policy

of customers and markets.

since several years, the group has also established an annual strategic analysis process for all its businesses. This

strategic process allows to analyse the evolution of the competitive environment, to define new strategic guidelines,

if necessary, and to measure the conformity in relation to the objectives in terms of performance, durability and

risk profile.

Information and IT riskThe information technologies are integrated in the Group’s different activities to process and exchange the neces-

sary information and to optimize businesses processes for the management control, defined for all our businesses.

Making available and ensuring a good communication and a good information management on the Group’s activity

is a real asset. The risks of accidental unavailability, of losses, of deliberate misuse, of abuse and of theft are posed

challenges.

Our internal iT experts manage and protect the systems and guarantee their integrity. They support and train the us-

ers and look after computer security. They carry out regularly backup copies and guarantee a safer use of the systems.

The backup copies are stored in safe places.



Reputation riskReputation is a major asset and trust is fundamental to this reputation. Damage to a reputation may weaken the

competitive position in general and can be prejudicial to the trust and therefore, the willingness to cooperate both,

the company own staff as all partners (customers, suppliers, banks).

for over more than eighty years now, as a medium sized company with a stable majority family shareholder structure,

the Group developed an informal code of conduct, which naturally imposes itself to all employees, around values

which have always been defended and required by the founding shareholder. These values oblige the personnel to

follow principles of honesty, ethics, transparency and availability.

Several businesses and Group affiliates have put in place systematic procedures of internal (newsletters) and external

(for customers) communication. some businesses organise regularly seminars, conferences and open days for their

customers and internally prepare sessions for staff motivation, training and team building.

On a regular basis, some businesses use third parties to carry out customer satisfaction questionnaires.

The Group uses the website for all periodical communication on the market and an email address is available to the

shareholders in order to allow a personalised communication.

The Governance Charter is available on our website and is distributed to all managing directors of the company.

Specific risks related to the business of “Agro commodities distribution”Our business, named agro-commodities is called, to supply its customers, to take positions of purchase on agricul-

tural products which are not always “hedged” covered by sales contracts with its customers.

Without being able to eliminate all risks at 100%, a control system and a risk limitation procedure on these open

position is set up, using too a maximum the forward markets for covering.

After the incident at the beginning of 2009 the internal system of control of the business was redefined and submit-

ted to an external audit in 2010. A complete manual on the organisation and procedures was put in place and it is

update regularly.



Internal control and risk management

General comments SAPEC is a medium-sized, industrial holding group which conducts a great part of its activities over the Iberian Pen-

insula, (the sales share outside Portugal and spain corresponds to approximately 10% of the turnover in 2010). The

geographic proximity of the decisions centers of the different businesses and the homogeneity of the management

profile accordingly to the family nature of the company, allows different activities to be managed from simple control

structures and localised.

The internal control and risk management procedures in force in the SAPEC group are adapted, therefore to the di-

mension, complexity and to the present geographic positioning of the group. The main persons responsible for these

procedures are the executive Managers of each business. They are supported by a “controller” who also reports to

the group’s CCO.

Both the audit committee and the external auditors play an important role in the process of internal control and risk

management. The function of the internal audit is put in place with the support of an external auditor. This need is

being felt in the framework the Group’s progressive expansion to regions outside the Iberian Peninsula.

Control environmentEach group activity implements its operations by complying with the legislation applicable in the country it operates.

Concerning the financial reporting established for the Group, all entities must respect the rules as well as the delays

established in the Group’s “Accounts Consolidation Manual”. All businesses establish their reporting in accordance

with the International Financial Reporting Standards (IFRS) , or include in their financial statements the significant

adjustments in order to respect these criteria in the consolidation framework.

Financial risk managementThe measures adopted for risk management are described above in a specific section of this report. More specifically

in terms of consolidated reporting, the controls are carried out by a structured, experienced Consolidated depart-

ment, supervised directly by the CfO and based on the consolidation manual.

Control implementationThe controls implemented in the sAPEC group are based on two pillars: (i) a close review and supervision of the

financial operations by the Group’s Executive Committee as well as (ii) a corporate culture of the Group - integrity,

ethics and competence – required and adopted by all members of the personnel in charge of responsibility jobs for

the Group.

The Group also expects and requires from these external auditors a detailed exam of all the accounts of its affiliates

which allows completing the procedures in place.

Information and communication; “steering”The SAPEC group is particularly attentive to the financial information transmitted to the markets. Special attention

is given to the comprehensive description of this information in order for the markets to be perfectly informed on all

of the Group’s evolution (shareholders, financial analysts, banks). Delays with market communications are also the

object of an in-depth control.

The Group is fully aware that financial information is a vital communication instrument and it has established in

this sense rules and IT controls allowing to ensure that all important financial information are always available at

the same time as developing the correct security measures (these measures include both distance safeguarding and

daily operation controls through the appropriate control access or other “best practices” in terms of IT operations).

As for any other subject concerning audit control, the communication and information disclosed by the group is the

object of an attentive follow-up by the Executive Committee.



Group’s BusinessesThe sapec Group comprises six businesses and an accessory real estate activity:

• Crop protection

This business consists of the post synthesis, the solid and liquid

formulation, the packaging and the distribution in the Iberian

Peninsula market of crop protection products. The product portfolio

mainly consists of generic products distributed under the brand

names of the subsidiary companies, sapec Agro (PT) and selectis

in Portugal and sapec Agro (Es) and Tradecorp in spain. Together,

the four companies make Sapec the third player in the crop pro-

tection sector on the iberian Peninsula. This business operates an

industrial site with control and research laboratories in setubal (PT)

and two logistics centres in spain (Valence and Albacete).

since 2009, and following the investments carried out in European homologations, this business started to sell in

other countries of the South of Europe its owned or co-owned active ingredients.

• Crop nutrition

This business is involved in the production, including the synthesis of

chelates, and in the sale of a wide range of products providing integral

solutions in the field of crop nutrition, targeting mainly the horticulture,

vineyard, flower and orchard sectors.

The main components of the range are liquid and solid chelated

trace elements, bio stimulants, humic acid, amino acid and specific

correctors.

The production is based in spain on two different sites and the prod-

ucts are sold worldwide through our own commercial teams for the ibe-

rian market, Europe, the Middle East, Mexico, Brazil and Colombia or

through agreements with local distributors in more than 55 countries.

• Chemicals products and environment

This business is involved in the production, the packaging and distribution of chemical products for the Portu-

guese industry, more specifically for the construction, automobile, paper, environmental and chemical sectors.

sapec Química is in charge of this activity and operates through

an industrial and logistical platform in setubal, and a logistic

platform in Ovar, situated in the north of Portugal.

in the environment sector sapec operates through CiTRi (inte-

grated industrial non-hazardous waste treatment Centre) in Setu-

bal, specializing in recycling and land filling of non-hazardous

industrial waste.


GROUP’S BUSINESSES

• Agro commodities distribution

In Portugal and later in Spain, the Group developed a signifi-

cant business importing and distributing raw materials for ani-

mal feeds such as cereals, cereal substitutes and proteins.

in Portugal, the Group operates through the subsidiary seteia,

which has its logistical base in Lisbon. in spain, the subsidi-

ary Interpec Ibérica (one of the main players on the market)

operates from the logistical bases of Tarragona, Cartagena and

Cadiz, covering in this way three quarters of the Iberian animal

feed market.

in addition, in Tarragona and in Cadiz, interpec operates,

through its two affiliates Seporta and Seporsur, its own port

and logistical facilities allowing a better control of the entire distribution chain, from purchase at origins to sale and

delivery to end customer. These port facilities also operate for third parties.

• Logistics

This business, which has evolved significantly over the past

few years, focuses today on two activities:

On one hand the two port terminals of solid and liquid bulk

products in setubal and on the other hand the multipurpose

land-based terminals in Portugal, offering integrated logistic

services for container using customers, as storing, repairing,

consolidation /deconsolidation, warehousing and distribution.

All these land based terminals have their own railway

connections.

• Renewable Energy

This business produces renewable energy from hydro, wind

and sun sources. The hydraulic energy is furnished through 14

mini power stations situated in spain, with a total capacity of

55 MW. The sun energy comes from several photovoltaic power

stations in spain with a total capacity of 30 MW. The wind

energy is produced by two wind farms in Montana (UsA), with

a total capacity of 210 MW.

The business was also successful in developing a large port-

folio of secured projects for solar energy in spain and wind

energy in the UsA and Canada.

This business is run through a Spanish company Grupo Naturener S.A., in which Sapec has a 58, 36% stake.



• Property holdings

Real estate is not, as such, one of the Group’s businesses. How-

ever it is an important asset, representing a significant weight

in terms of value and financial reserves for the Group.

in 80 years of operating in the iberian Peninsula, the Group

has accumulated significant holdings. These essentially consist

today of 6,000 hectares of forestry land in spain, 140 hectares

of industrial land in setubal (rest of the 300 hectares from our

industrial park) and 100 hectares of land with touristic poten-

tialities in Lousal in the south of Portugal.

Not directly allocated for use by the group’s businesses, theses

assets are considered as non-operational and can be set for

sale.

The Group also owns office space in Madrid and Lisbon.

Over the following pages, the reader will find the key figures of the Group broken down per sector and per country as

well as an organisation chart of the different companies by businesses and their geographical locations.


16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

0

-2,000

-4,000

16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

0

-2,000

-4,000

600,000

500,000

400,000

300,000

200,000

100,000

0

75,4

178,

114

5,39

8

49,0

395,

507

4,02

2

49,8

686,

147

4,35

8

271,

688

14,0

8911

,772

12,4

0224

3-2

,016

16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

0

-2,000

-4,000

-6,000

-8,000

6,00

2

3,42

9 5,31

1

15,1

57

-80

16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

0

-2,000

-4,000

-6,000

-8,000

16,000

14,000

12,000

10,000

8,000

6,000

4,000

2,000

0

-2,000

-4,000

Key figures by business contribution (k€)

2010 2009SalesSales

Crop protection Crop nutrition Chem. prods. & envir. Agro commodities distribution Logistics

EBITDAEBITDA

EBITEBIT

Cash flow before tax (1)Cash flow before tax (1)


600,000

500,000

400,000

300,000

200,000

100,000

0

6,000

4,000

2,000

0

-2,000

-4,000

-6,000

-8,000

73,9

087,

802

5,23

63,

850

36,9

353,

692

2,36

02,

841

43,9

873,

898

2,78

52,

972

353,

571

-4,0

00-6

,277

-6,7

73

12,3

2340

6-1

,943

231

(1) Profit before taxes + depreciation and amortization


100

90

80

70

60

50

40

30

20

10

0

100

90

80

70

60

50

40

30

20

10

0

400

350

300

250

200

150

100

50

0

-50

-100

-150

-200

-250

500

400

300

200

100

0

-100

-200

-300

-400

-500

33%1.9%

-2.5%

67.7%

27.4%

4.9%

42.3%

1.7%

62.3% 40.2%

65.1%

Key figures by geographic areas contribution (%)

spain Portugal Other

SalesSales

EBITDAEBITDA

EBITEBIT

Cash flow before taxCash flow before tax

100

90

80

70

60

50

40

30

20

10

0

100

90

80

70

60

50

40

30

20

10

0

400

350

300

250

200

150

100

50

0

-50

-100

-150

-200

-250

500

400

300

200

100

0

-100

-200

-300

-400

-500

-13.8%

-204.7%

383%

37.0%

37.3%


2010 2009

77.7%

20.3%

2%

105,3%

8.5%

-320.2%

383.0%

56.0%

CROP PROTECTION

CROP NUTRITION

CHEMICAL PRODUCTS AND ENVIRONMENT

LOGISTICS

AGRO COMMODITIES DISTRIBUTION

RENEWABLE ENERGY

Port or Cargo Terminal

Hidraulic Energy

Plant

Wind energy

Photovoltaic energy

MACAO

BRAZIL

COLOMBIA

UNITED STATES

MEXICO

CANADA

Porto

LisbonSetúbal

Ávila

Madrid

Albacete

Cádiz

Tarragona

POLAND

ITALIA

BELGIUM

FRANCE

SPAIN

MAROC

EGYPT

PORTUGAL


CROP PROTECTION

CROP NUTRITION

CHEMICALS PRODUCTS

AND ENVIRONMENT

LOGISTICS

AGROCOMMODITIESDISTRIBUTION

RENEWABLE ENERGY

REAL ESTATE

Sapec Agro (PT) 100%

Sapec Agro (Es) 100%

Selectis (PT) 100%

Sapec Agro Macau (MC)100%

Tradecorp (Es) 100%

Nevada Chemicals (MX) 100%

Tradecorp do Brasil (BR) 100%

Tradecorp France(fR) 100%

Tradecorp Italie(iT) 100%

Sapec Química (PT) 100%

Citri(PT) 100%

Sarcol II(PT) 95%

Port Terminals

Land Terminals

Sapec Terminais Portuários (PT) 100%

Navipor (PT) 50%

SPC (PT) 100%

Interpec Iberica (Es) 100%

Seporsur (Es) 100%

Seporta(Es) 100%

Seteia (PT) 100%

Grupo Naturener(Es) 58.4%

Naturener Hidro(Es) 58.4%

Naturener Solar(Es) 58.4%

Naturener USA LLC(UsA) 58.4%

Naturener Energy Canada INC(CAN) 58.4%

Sapec Parques Industriais (PT) 100%

Tharsis (Es) 99.6%

PT = Portugal; SP = Spain; BR = Brazil; FR= France; MX = Mexico; IT = ItalyCAN = Canada; USA = United States; MC = MacaoPercentage = economic holding as at 31/12/2010


Management report of the Board of Directors

in 2010,all our traditional activities, with the exception of the land terminals, recorded an increase or a strong recov-

ery of their operating results compared to 2009. The recurring EBITDA from the Group rose from 8,706 K€ in 2009

to 31,132 k€ in 2010. It should be noted, however, that 10,137 k€ of this progression is attributed to the registra-

tion of a receivable on the spanish port authorities, which started to refund the taxes that were unduly charged to

interpec iberica between 1991 and 2010.

in crop protection, the positive evolution of the gross margin, resulting from the investments made in European reg-

istration process, confirms itself and slightly increases the results of this business sector.

In crop nutrition, the increase of sales on the different international markets and the improvement of the gross mar-

gin explain the significant progress of the operating results of this sector.

In chemical products, despite a 2010 year still characterized by a weak industrial activity in Portugal, the operating

results improved slightly compared to 2009.

In the environment sector, the sale of two minority stakes enables the Group to record interesting capital gains.

In the agro commodities distribution sector, the measures taken to resize the sector, enabled to face the volatility

market in 2010. The record of significant transactions, mainly, the credit on the Spanish port authorities, benefited

the results.

For the logistic sector, if the land terminals continue to be penalized by the lack of critical mass, the port activities

in setubal recorded positive results again.

for the renewable energy sector, the level of the electricity prices and the unfavourable weather conditions in Mon-

tana (UsA) affected the recurrent EBiTDA of this sector.

sapec, not having concluded satisfactorily the negotiations, that lasted the whole 2010 year, with a spanish group of

investors for the sale of part of its stake in Naturener, signed an association agreement with the Espirito Santo Group

and other private Portuguese industrials, whose terms are described below.


MANAGEMENT REPORT

CROP PROTECTiON sECTOR

The positive evolution of the gross margin improved the results of this business sector.

In 2010, the markets of the Iberian Peninsula were stable

compared to 2009. A slight reduction in value in Portugal, caused by the low

prices of the glyphosate, a large consumed herbicide, and a slight increase in

spain (+ 3.5%) , that compensates the price level of this herbicide by an in-

crease of the volumes in other crop protection products.

The Iberian Peninsula has known favourable climate conditions and the

increase almost generalised during the second semester of the agricultural product prices is a positive element for

the farmers, who nonetheless still feel some difficulties coming from the general credit squeeze.

The objective defined by this sector to gradually increase the gross margin, as result of the investments made in

European registration process, produces its first results.

In 2010, the increase was more visible in Portugal than in Spain, the national approvals having been quickly con-

firmed by the Portuguese authorities while the Spanish market, more fragmented in its distributio, took longer than

Portugal to eliminate the stocks that have lost their licenses to sell.

In Portugal, Sapec Agro and Selectis recorded a turnover of 31,713 k€ in 2010 against 33,649 k€ in 2009, thus a

reduction of 5%, completely attributed to the evolution of the glyphosate price. We lost a bit of market share but it

is to the benefit of a strong improvement of the gross margin which progressed by more than 10%. Despite the loss

of this market share, Sapec remains, by consolidating its two subsidiaries, the first player in Portugal.

sapec Agro also visibly increased the added value of its exports outside of the iberian Peninsula, mainly in france

and Italy. In fact, thanks to our European registrations, we have obtained in these two countries the necessary au-

thorizations to commercialize some of our products. Therefore, we were able to visibly increase the gross margin of

our export activities.

in spain, our subsidiary Tradecorp saw its sales increase 9% in crop protection and recorded a slight improvement

of its gross margin.

Sapec Agro Spain, after having known a very difficult year in 2009, managed to re-organize its sales network and

record a strong progression of its performance. The sales of crop protection products increased 22% and the gross

margin improved 11%. In Andalusia, a new network of fifteen distributors was set up to substitute the single distribu-

tor that we still had in 2009.

Our turnover in Spain reached 40,771 k€ in 2010 against 34,532 k€ in 2009, thus a 16% progression. Therefore,

we increased our market share in this market.

Globally, in the Iberian Peninsula, the market stayed stable compared to 2009 and sales went from 73,412 k€ in

2009 to 76,299 k€ in 2010 (+4%), enabling the Group to reinforce its position and consolidate itself as the third

player in the market.

The recurrent EBITDA, despite taking in charge 672 k€ as provision (prudence) and commissions eventually to be

paid to the Andalusian distributor following the termination, at the end of 2009, of its distribution contract, is in

slight progression (8,082 k€ in 2010 against 7,599 k€ in 2009) and the recurrent EBIT rose from 5,034 k€ in 2009

to 5,366 k€ in 2010, an increase of 7%.


MANAGEMENT REPORT

The capitalisation of interests, linked to the financing of the investments made in the European registration process,

the strong reduction of client discounts for cash payments and the reduction of the average debt of the sector

contributed to reduce the financial charges (3,952 k€ in 2009 against 2,112 k€ in 2010).

The EBT of the sector rose from 1,284 k€ in 2009 to 3,285 k€ in 2010, namely a progression of 155%.

The databases that we have set up for the European registrations could be used in some cases, to develop new com-

mercial opportunities.

In fact, a country such as Brazil, becoming the first world market in crop protection, accepts the principle that an

important part of the data that served to obtain certifications in Europe can be used for its own internal registration

processes.

We are studying the opportunity to implement this activity in Brazil where we already have management, commercial,

and operating structure in the framework of our crop nutrition activity.

CROP NUTRiTiON sECTOR

The international sales progresses boosted significantly the operating results of this sector.

In general the markets had in 2010 a more sta-

ble behaviour then in 2009. The prices of fertilizers did not

know the volatility of 2009 and the demand remained stable

or was upheld in certain regions of the world. The increase in ag-

ricultural product prices (soybean, coffee, sugar, cereal and others)

motivated the farmers to produce and to invest in better agricultural

productivities.

in the iberian Peninsula our sales increased 32% compared to 2009. if Portugal

was able to maintain its good level of gross margin, spain remained below our ex-

pectations. The Spanish market is very competitive and the existence of a multitude of

small players increases the pressure on the margins of the less specialized products.

In the forthcoming years, the REACH process should, clean up the markets of less

serious players. in the meantime, we have formed at Tradecorp in spain a sales team

which will focus exclusively on the sale of this range of products, which should enable

a progress of the average gross margin, through a better promotion of our new and

most profitable products.

For the international markets, representing 75% of the sales of this sec-

tor, the sales increased 33% compared to 2009 and the gross margin

recorded an improvement of 9%. The objectives were achieved and some

regions had substantial increases.


MANAGEMENT REPORT

• In Europe, the increase of sales was 17%, explained by the good sales campaign, in Italy, Benelux and the Baltic

countries. The Iranian market, managed from Brussels, also recorded a strong progression. The other markets in

Europe, in particular Poland, met our expectations. The gross margin stayed stable compared to 2009.

• In the Middle East, the sales progressed 12% and the gross margin improved. The performance is in progression

but stayed slightly lower than our expectations. Many countries of the region imposed new product registration

requirements, which, in certain cases, slowed down the imports.

• In Mexico, the increase of sales was 43%. The gross margin is excellent and even slightly progressed compared to

2009, influenced by a favourable exchange rate.

• In Brazil, the increase in sales was 54%, the gross margin is equally recording an improvement in 2010 and main-

tains itself at an excellent level.

• The sales made from Madrid, mainly in Latin America (outside of Mexico and Brazil) and some Asian countries,

progressed 73%. The gross margin recognized a good increase and the net contribution of this zone doubled com-

pared to 2009.

The total sales of this activity sector rose from 36,935 k€ in 2009 to 49.035 k€ in 2010, an increase of 33%.

The recurrent EBITDA of this rose from 3,692 k€ in 2009 to 5.952 k€ in 2010, an increase of 61%.

The recurrent EBIT of the sector rose from 2,360 k€ in 2009 to 4,468 k€ in 2010, up 89%.

The financing of the general growth and in particular the Brazilian one, financed locally at high interest rates, explain

the negative evolution of the financial charges, excluding the exchange differences (-1,236 k€ in 2009 against

-2,129 k€ in 2010).

In consequence, the recurrent EBT of the sector rose from 1,509 k€ in 2009 to 2,389 k€ in 2010, an increase

of 58%.

CHEMiCAL PRODUCTs AND ENViRONMENT

The sale of two minority stakes in the environmental sector allows the registration of an interesting capital gain.

The chemical products sector, despite a 2010 year still characterized by a slow industrial

activity recovery in Portugal, managed to slightly improve the operating results of 2009.

in general, this sector was able to increase its sales (+13%) but the margins were put

under pressure by a greater competition, concentrated on the best customers.

for the subsector of classic products, it is the cellulose and pa-

per industries and the water treatment activity, that are the ma-

jor contributors. These sectors were in line with 2009 activity.

For the sub-sector of polymers, the increase in sales of paraffin

and plastics enabled the registration of a good improvement of

the results.

The solvent subsector is the one that continues to be more af-

fected by the decrease in the construction sector.


MANAGEMENT REPORT

In consolidated, this sector sold 111,548 tons in 2010 against 103,454 tons in 2009 and recorded a 46,641 k€

turnover in 2010 against 40,702 k€ in 2009.

In 2010, the recurrent EBITDA stands at 2,632 k€ against 2,383 k€ in 2009 and the recurring EBIT at 1,683 k€

against 1,612 k€ in 2009.

In 2010, the sector was able to increase visibly the rotation of its working capital and recorded an increase of its

free cash flow.

in the environment, CiTRi stabilised its performance compared to 2009.

The reduction in the reception of industrial non-hazardous waste from the industrial sector has been compensated

by the agreement, as in 2009, with the public waste centre whose cells of storage are full, for the reception of their

sorted waste in our treatment centre. This agreement will continue in part, in 2011, by the time for the new cells,

currently under construction, to become operational.

The volume of non hazardous industrial waste delivered rose slightly, that is, 152,896 tons in 2010 against

144,512 tons in 2009. The average reception price fell slightly because the volumes delivered by these public waste

were done at a lower price.

The production at industrial scale of a secondary fuel made from sorted waste continues and nearly 12,000 tons of

this fuel was sold in 2010.

The operating and structures costs are on line with the objectives.

In 2010, the recurrent EBITDA stands at 2,034 k€ against 2,130 k€ in 2009.

In the environment sector we realised in 2010 our two minority stakes. One in Tratospital (hospital waste), announced

in our first semester report for 2010, enabling us to record a capital gain of approximately 930 k€.

in disagreement with the majority shareholder as to the priorities to be set up to reverse the complicated economic

situation where SISAV company find itself, we decided, at the end of December 2010, to sell our share to the

majority shareholder. This transaction enabled us to record a capital gain of approximately 1,289 k€.

In the environment sector we are therefore going to concentrate on the treatment and valuation of industrial non-

hazardous waste and we are studying the feasibility of different options to consolidate our position in this sector in

Portugal.

if the recurrent EBiTDA of most of this sector in 2010 did not increase much compared to 2009, standing at

3,976 k€ against 3,898 k€ in 2009, the recording of two capital gains increased significantly the total EBITDA and

EBiT.


MANAGEMENT REPORT

AGRO COMMODiTiEs DisTRiBUTiON sECTOR

The resized activity manages to face the volatility of the markets in 2010 and the registration of important operations benefit the results.

The year 2010 was the first complete year of the new

interpec iberica model. in fact, following the strong

turmoil undergone end 2008 and in 2009, we re-

sized the activity of this subsidiary by concentrating

them on our natural activity zones, serving our clients from our logistic

bases of Tarragona and Cadiz. The year 2010 was also marked by a surge

in the raw material prices since the summer, founded in large part on a

lack of cereal production from Russia. This phenomenon was also ampli-

fied by financial speculation with soft commodities back in fashion.

interpec, in its new formula, thus commercialized 1.3 MT against 1.9 MT in 2009, with a turnover reduced to

260 M€ against 342 M€ a year earlier. This reduction of the global volume of 30% was operated in the ports where

we do not have our own infrastructures, the Cadiz and Tarragona volume having diminished respectively 10% and

3%. In these last two ports, we have maintained our place as first importer in the products that we commercialize.

After a first semester with losses, Interpec caught back and ended the year 2010 with a positive after tax result of

567 k€, against a loss of 9,889 k€ in 2009.

The subsidiary in Portugal, Seteia, has known a stable year in its activity without manioc, with a turnover of 10,136 k€

(-2% compared to 2009) but the result after tax at 47 k€ decreased significantly (220 k€ in 2009). Our rigorous

policy in customer selection, also implemented in interpec, lead seteia to a decrease in import tonnages of 13%

compared to 2009.

The interpec port subsidiaries in spain remained relatively stable in terms of volume with interpec, but the volume

with third parties fell once again due to the economic situation of the country.

seporta in Tarragona operated 535,000 MT in 2010 against 550,000 MT in 2009, but the product mix (Cereals/

Proteins) was more unfavourable, leading to a turnover reduction of 23% at 4.611 k€ and a result before tax at 50 k€

(against 220 k€ in 2009).

seporsur in Cadiz operated 427,000 MT in 2010 against 578,000 MT in 2009, but the volume with third parties

fell by 50% to 107,000 MT. The turnover thus reduced 22% to 4,016 k€ and the result before tax fell to 149 k€

(against 269 k€ in 2009).

Having said this, the second semester 2010 has known a recovery compared to the first semester, still to be con-

firmed in the first months of 2011. On the other hand, Seporsur will register a significant recovery of its volumes with

third parties in 2011 due to the signing of new contracts. We weren’t able to sell the Seporsur bulk liquid terminal

in 2010 but we think that it should be possible in 2011; the interest of two acquisition candidates is confirmed.

Besides the results of the current activities, the following operations were registered in the 2010 accounts:

• The port administrations started to refund, in 2010, the amounts due to the importers on the illegal taxations (T3),

which confirms without any doubt our right to collect these amounts. We have thus recorded in our 2010 accounts

not only the amounts received in 2010 (790 k€) but all due amounts (not recorded previously), after deduction of

an arbitrary provision of 10% for a total of (12,441 k€).


MANAGEMENT REPORT

• We reinforced our provision on Armada for a total of 2,531 k€, following the information received from the liquida-

tors that 11% of the debts will be paid (50% was already received), the rest being subject to arbitration and only

being able to be paid if results of arbitration are favourable.

• We also accounted as positive non-recurring results 1,000 k€, amount received from the company to whom we

leased the roofs of seporsur warehouses in Cadiz to install a Photovoltaic project.

The results after taxes of this sector rose to 9,014 k€ in consolidated for 2010, against -6,235 k€ in 2009.

LOGisTiC sECTOR

If land terminals continue to be penalized by the lack of critical mass, the port terminal in Setubal, as far as it concerns, registers once again positive results.

This sector regroups two very different activities; on one hand, the SPC’s multimodal land

terminals (Valongo, North ; Bobadela and Povoa, Lisbon; Setubal, South) and on the other

hand, the port activity in Portugal, represented by the bulk terminal in Setubal and the stake

of 50% in the “stevedoring” subsidiary in Setubal, Navipor which holds 40% of Operestiva. These two activities

experienced a contrasted evolution in 2010.

The SPC’s land terminals continue on being affected by their

lack of critical mass. In 2010, the land terminal turnover de-

creased 19% against 2009, this time this decrease was more

perceptive in Lisbon than in the North. The stock and repair of

containers suffered particularly in 2010 from losing two of its

important customers at the end of 2009 and which have not

been compensated. sPC expects, however, to redress this situ-

ation during the first semester 2011. The bulking and logistics

activity was restructured and should return to a balanced situa-

tion as of the second quarter of 2011. The railway activity has

known a slight increase in its activity but still remains very weak. Renegotiation of the concession conditions with

the Portuguese railway company on the Bobadela terminal was concluded in January 2011 and will allow substantial

savings compared to 2010.

for all land terminals, in 2010, priority had been given to a better commercial dynamic and costs reduction (with

personnel, leases, certain contracts with contractors, etc.). The SPC’s multimodal terminal activities finished 2010

with a loss of 2,901 k€ against 2,300 k€ in 2009. However, the result for 2009 included a non-recurring positive

amount of 715 k€.

We hope that 2010 will remain as the worst year for SPC’s land terminal activities and that 2011 will see a signifi-

cant turnout in the trend of negative results. However, despite all efforts undertaken regarding costs, we are aware

that it is only with an important increase in the turnover that this activity will achieve a positive result. That is the

reason why we are concentrating our efforts to find real estate, financial or commercial partners which will allow us

to expand the terminals activity.

In contrast with the negative evolution of the land terminals, the Sapec port activity in Portugal has increased quite

favourably in 2010 especially in the last four months


MANAGEMENT REPORT

The activity of our bulk terminal in Setubal reached 679,552 MT in 2010 against 517,608 MT in 2009, an increase

of 31%. The turnover of 6,003 k€, against 4,702 k€ in 2009, surpassed the objectives by 5%. The profit before

taxes reached 216 k€ in 2010 compared to a loss of 565 k€ in 2009.

The port of setubal has experienced an increase in its activity of 18% against 6% at national level, which allowed

our subsidiary Navipor to achieve a turnover of 2,330 k€, an improvement of 27% compared to 2009. The profit

before taxes of Navipor stands at 387 k€ against a loss of 22 k€ in 2009. As foreseen the Operestiva activity (port

manpower subsidiary of which Navipor holds 40% of the capital), more than doubled following the entry as majority

shareholder of Sadopor. The profit before taxes of this company stands at 139 k€ against a loss of 134 k€ a year

before.

The Sapec port activity in Portugal finished the year with a result before tax of 409 k€ against a loss of 575 k€

in 2009.

RENEWABLE ENERGy sECTOR

The level of electricity prices and the unfavourable weather conditions in Montana (USA) affected the recurrent EBITDA of the sector.

The production of our 14 hydroelectric power plants in spain reached 146,530 Mwh in 2010,

an improvement of 32% compared to 2009 and 20% above the plan, due to an exceptional

rainfall, well distributed between spring and autumn, especially in the North and West of the

country. The selling price of our hydroelectric production decreased 7% compared to 2009

(after a drop of 24% compared to 2008), but this drop was felt mostly during the first semester,

the market price has been recovering little by little during the second semester.

In January 2010, we sold our Photovoltaic plant of Tinajeros to a financial investor (capacity of

11.8 Mwp) which represented a result of 22,720 k€. We also awarded the turnkey construction to

sunpower from the Alange project (11.4 Mwp). The total investment, including the connection to the

network, was 44,600 k€ and was financed up to 17,900 k€ by Naturener’s equity, the rest paid by the

manufacturer.

The spanish government which was committed to publish the new tariff legislation for renewable energy in the

summer 2010 finally did it only at the end of 2010. Outside some technical changes which will oblige marginal

investment in our different parks, the most critical decision for the investors was the one reducing the number of

hours, during three years, entitled to receive the full subsidized price. This retroactive disposition (which does not

apply to Alange) created a serious precedent and puts many pho-

tovoltaic plants in Spain at risk of not honouring their commit-

ments vis-a-vis the banks. After a lot of criticism and countless

legal threats, the sector is negotiating with the government to try

to soften the legislation.

in the UsA, 2010 saw the two wind farms Glacier i (107 Mw)

and Glacier ii (103 Mw) operate normally. However, the weather

conditions were unfavourable and the, “capacity factor” fell

to 25% against 33% in the plan. The turbine availability is


MANAGEMENT REPORT

presently higher than the “base case” and the initial difficulties linked to the wind forecast and park operations are in

the process of being solved. The year 2011 started much better (January: “average capacity factor” was 44% against

35% in the budget).

In 2010, the USA market prices of electricity continued to fall, which affected in a more noticeable way Glacier II than

Glacier I, the latter benefitting from a price hedging mechanism on 75% of its production. The lack of wind in 2010,

added to the falling energy prices, lead to a turnover 25% below the plan, despite the increase in production of the two

farms which was 458,400 Mwh in 2010 against 313,500 Mwh in 2009, year when Glacier ii entered in commercial

production in December.

At consolidated level, Naturener registered in 2010 a turnover of 46,914 k€, a decrease of 9% compared to 2009 (The

Glacier II turnover and increase of Hydro’s did not compensate the important contribution of the photovoltaic park of

Tinajeros, sold in January 2010).

The recurring EBITDA stood at 31,291 k€ in 2010, falling 10% compared to 2009.

sapec did not conclude satisfactorily the negotiations which lasted the whole year of 2010 with a spanish investment

group, and concluded with the Espirito santo Group and other Portuguese industrialists, an association through the

creation of a new Spanish company, Energia Limpia Invest SA., assuming as liabilities the debt vis-à-vis Banco Espirito

Santo (100,801 k€) and as assets the Tharsis shares and the advances of Sapec. This company will be held by Sapec

up to 49% and the other shareholders will hold the 51% of the remainder of the shares.

This operation will allow Sapec to better value its assets, limit the risk on Naturener and finally, to refocus on the

development of its ‘’core’’ activities. This operation was made possible because Banco Espirito Santo accepted the

transfer of the receivables of 100,801 k€ that it had on Sapec, SA, to this company by limiting Sapec’s guarantee to

a maximum of 36,000 k€.

REAL EsTATE AND OTHERs

No real estate transaction was carried out in 2010.


MANAGEMENT REPORT

COMMENTs ON THE BALANCE sHEET AND iNCOME sTATEMENT

The consolidated turnover of the Group in 2010 was 456,786 k€ against 519,633 k€ in 2009, a reduction of

12%, due basically, to the agro commodities distribution sector, whose turnover went from 353,572 k€ in 2009 to

271,668 k€ in 2010. The agro business, which includes crop protection and crop nutrition, and the sector of chemi-

cal products and environment have registered increases in their turnovers.

Notwithstanding this decrease in turnover, the recovery of the Group’s operating result in 2010 was significant,

indeed going from -2,234 k€ in 2009 to 17,610 k€ in 2010. This progression is attributed mainly to the positive

results of the crop nutrition sector and the return to positive result of the agro commodities distribution whose result

also benefitted from the registration of important operations in 2010 (see comments mentioned above on the agro

commodities distribution).

The item « profit on investment » mainly record the two capital gains realised on the sale of the Group’s stakes in the

company’s SISAV (34.5%) and Tratospital (35%).

In the item « net financial costs » interests have been registered, which will be paid by the Spanish port authorities

following the refund of unduly covered taxes, for an amount of 3,051 k€, as well as the financing cost of our debt

linked to our stake in Grupo Naturener, amounting to 3,621 k€. If we neutralize these two operations, the net finan-

cial charges would have evolved from -9,670 k€ in 2009 to -8,137 k€ in 2010.

The result of the « continuing operations » in 2010 registered a visible improvement from -11,625 k€ in 2009

to 8,669 k€ in 2010.

The item « Result after taxes including discontinued operations » registers a provision for the capital loss, which

will result from the sale, irrevocable commitment, of the 51% stake in «Energia Limpia Invest, SL company ». This

company, created at the end of 2010, takes over all assets and liabilities of the Group linked to the renewable energy

sector (see comments below).

The « net result transferred to own capital » is fixed at 6,109 k€, against -15,440 k€ in 2009.

For the balance sheet, the total went from 1,099,765 k€ end of 2009 to 999,876 k€ (- 99,888 k€) end 2010. This

reduction is found in the item « assets held for sale » (-115,948 k€, resulting mainly from the sale of the photovol-

taic park of Tinajeros in Spain). If we neutralised this item, the total of the balance sheet would show an increase of

16,060 k€, whose main causes are found in the items « customers » (+7,631 k€) and « other debtors » (+9,629 k€).

The strong increase in the sales of the plant nutrition sector whose larger part is concentrated in the last quarter,

largely explains the evolution of the « customer » account and the credit on the spanish port authorities explains the

evolution of the account « other debtors»

Notwithstanding these elements, the net debt was reduce by 8,891 k€, this amount corresponding to the decrease

in « requirements for operational working capital » (8,842 k€).

The restriction on investments has been maintained in 2010 in all sectors: only maintaining the programme of the

« European registration program » in crop protection which is nearing its end, the replacement of the conveyor belt of

the Setubal port terminal and the termination of the third landfill cell in CITRI. As a consequence, the items « fixed

assets » only increased 2,854 k€.

DEVELOPMENTs DURiNG THE fiRsT QUARTER 2011

In renewables, since the final agreement with the bank only took effect in the first quarter 2011, the consolidation

scope at December 31st 2010 has not yet been changed.

You will find enclosed a pro-forma balance sheet as it should have been published at 31 December 2010 if the new

consolidation scope had been applied. Regarding the traditional activities, this pro-forma balance sheet illustrates

more clearly the Group’s situation.


for our crop protection and plant nutrition business, the indicators at the beginning of the year are somewhat posi-

tive. The agricultural prices are rising and the imperative need of increasing the quantitative and qualitative agricul-

tural production in the world has become an urgent matter today. in crop protection, the improvement of the average

gross margin in spain should be materialised in 2011 and the development of the export activity should be carried

on. in crop nutrition, the social and political problems affecting some Maghreb countries and Egypt might have a

negative effect on our sales in those regions; however we estimate that the possible impact on the overall result of the

sector should be marginal. for the crop nutrition sector a strong increase will come from regions across the Atlantic,

the possible volatility in exchange rates is a risk that we need to manage and take into consideration.

In the agro commodities distribution, 2011 knows a difficult start due to the high level of the product prices,

customers only buy what they strictly need and take advantage of all bargains.

On the other hand, the price volatility is important and affected by any socio-political event. (Maghreb crisis; tsunami

in Japan, etc. …). Our traders work on a day-to-day basis with very small positions. The port terminal activity of the

two subsidiaries, as in Portugal, is recovering little by little.

With signs of industrial recovery in Portugal at the beginning of the year, we estimate that the sector for chemical

products in 2011 may achieve a better performance compared to 2010.

The environment sector, thanks to the partial renewal of the agreement with a public waste treatment centre and the

launch of a more aggressive commercial policy to ensure the disposal of industrial waste to our treatment centre,

should be able to equal the operating performances of the previous years.

in land terminals, the commercial activity is recovering and we are hopeful to increase our turnover by 15% in order

to practically regain the sales level of 2009. The negative result should decrease significantly due to the measures

taken in 2010 and to the increase in turnover. In the Port sector, the activity remains steady as it was during the last

months of 2010 and we are counting on a rising result for 2011.

In renewable energies, the definitive tariff scheme of the Spanish state, the evolution of the energy prices in the USA

and the weather conditions for 2011 will be the main elements influencing the performances of this sector during

the present year

in the UsA, the production of our wind farms at the beginning of the year is excellent largely surpassing the business

plan.

The hydroelectric and photovoltaic production in Spain is increasing and the prices have known a positive evolution.

Concerning the new Spanish tariff scheme the situation is still not clarified.

We are quite confident in relation to the performances of our main businesses for the present year even if we are not

able to give more indications.

PROfiT TO BE DisTRiBUTED

The net profit of Sapec S.A. stands at 449.4 k€.

The amount of profit available for distribution stands at 20,552.1 k€.

MANAGEMENT REPORT


The Board of Directors propose not to distribute dividends for the financial year 2010 and maintain the Director’s

emoluments at 108.9 k€.

After allocation to reserves for own shares of 53.4 k€, the retained earnings amounts to 20,389.8 k€

We also propose to the shareholders, by separate vote, to discharge the members of the Board for their management

and the Auditor for his control assignment.

APPOiNTMENTs

We would like to mention that the terms of office of Mr. Eduardo Catroga, Mr. Antoine Velge, Mr. Philippe de

Broqueville and Mr. Günter Strauss expire at the Annual General Meeting (AGM) of June 21st 2011.

The directors Eduardo Catroga, Antoine Velge and Philippe de Broqueville may be re-elected and we propose to renew

their terms for four years, until the AGM of 2015.

Having reached the age limit, and after a long career with Sapec, the term of office of Mr Günter Strauss is not

renewed. We thank him for all these years dedicated with passion and devotion to our company, to its founding family

and in particular to the spanish companies in the Group.

We propose that Mr. Philippe de Broqueville who steps down as Independent Director, having reached the limit of the

terms allowed under the legislation in force, will take the role as director proposed by the majority group, replacing

Mr. Günter strauss.

The appointment and remuneration committee is in charge of appointing a new director who shall comply with the

independence criteria as established in the law.

MANAGEMENT REPORT

SAPEC ANNUAL REPORT 201037

Consolidated figures


•Consolidatedincomestatement

•Consolidatedbalancesheet

•Consolidatedstatementofcashflow

•Consolidatedstatementofchangesinequity

•Notestotheconsolidatedfinancialstatements2010



Consolidatedincomestatement(ink€)

Notes 31.12.10 31.12.09 var

1. Revenue 1; 2 456,786 519,633 -62,847

2. Other operating income 3 17,120 4,568 12,552

3. Operating expenses 4 -456,296 -526,435 70,139

4. Operating profit 17,610 -2,234 19,844

6. Gain (loss) on disposal of non-current assets 290 1,034 -745

7. Gain (loss) on disposal of investments 2,082 -117 2,199

8. Gain (loss) on derivative financial instruments -115 -5 -110

9. Finance costs - net 5 -8,707 -13,489 4,782

9.1. Finance costs -12,346 -15,461 3,115

9.2. Finance income 3,639 1,972 1,667

10. Share in the results of associates consolidated by the equity method

- -179 179

13. Profit (loss) before income tax 11,159 -14,990 26,149

14. Income tax expense 6 -2,490 3,365 -5,855

15. Profit (loss) for the year from continuing operations 8,669 -11,625 20,295

16. Profit (loss) for the year from discontinued operations 13 971 -3,635 4,606

17. Profit (loss) for the year 9,640 -15,260 24,901

17.1. Non-controlling interests -3,531 -179 -3,352

17.2. Owners of the company 6,109 -15,440 21,549

I. EARNINGS PER SHARE (in €)

1. Basic earnings per share 4.51 -11.26 15.77

2. Diluted earnings per share 4.51 -11.26 15.77

Consolidatedstatementofcomprehensiveincome(ink€)

31/12/10 31/12/09

Profit (loss) for the year 9,640 -15,260

Cash flow hedges 3,187 1,672

Exchange differences on translating foreign operations -624 -3,039

Other comprehensive income (loss) for the year 2,563 -1,367

Total comprehensive income (loss) for the year 12,202 -16,628

- Attribuable to non-controlling interests 4,433 -367

- Attribuable to owners of the company 7,769 -16,260



Consolidated Balance Sheet (in k€)

ASSETS Notes 31/12/10 31/12/09 var.

I. NON-COURANT ASSETS 161,033 159,582 1,451

1. Property , plant and equipment 7 115,245 127,396 -12,151

2. Investment property 8 1,305 1,305 0

3. Intangible assets 9 35,758 20,752 15,006

of which goodwill 12,992 13,153 -161

4. Investments in associates 10 0 425 -425

5. Deferred income tax assets 11 8,622 9,507 -885

6. Other long term investments 12 103 196 -93

II . CURRENT ASSETS 838,844 940,182 -101,339

10. Non-current assets and disposal groups held for sale 13 621,308 737,256 -115,948

11. Inventories 14 98,194 99,979 -1,785

12. Other current financial assets 0 1,091 -1,091

13. Derivative financial instruments 15 131 136 -5

14. Current income tax assets 3,363 3,338 25

15. Trade and other receivables 16 103,240 85,980 17,260

17. Cash and cash equivalents 17; 20 11,178 11,592 -414

18. Other current assets 1,430 811 619

TOTAL ASSETS 999,876 1,099,765 -99,889

LIABILITIES Notes 31/12/10 31/12/09 var.

I. EQUITY 282,063 295,547 -13,484

A. Equity attribuable to owners of the company 109,498 101,150 8,348

1. Capital 18 43,727 43,727 0

2. Consolidated reserves 67,693 61,319 6,374

3. Own shares 19 -178 -163 16

5. Cumulative income or (expense) recognised directly in equity owners of the company related with discontinued operations

-1,774 -3,733 1,959

B. Non-controlling interests 172,565 194,397 -21,832

II. LIABILITIES 717,813 804,218 -86,405

A. Non-current liabilities 206,442 208,985 -2,543

5. Long-term interest-bearing financial debts 20 188,162 190,139 -1,977

6. Long-term non-interest-bearing financial debts 325 369 -44

7. Deferred income 21 7,849 9,178 -1,329

8. Long-term provisions 22 2,165 2,146 19

9. Derivative financial instruments 15 199 199

10. Deferred income tax liabilities 11 4,978 3,345 1,633

12. Other non-current liabilities 2,764 3,808 -1,044

B. Current liabilities 511,371 595,233 -83,862

13. Liabilities included in disposal groups held for sale 13 328,772 422,613 -93,841

14. Short-term interest-bearing financial debts 20 112,081 119,226 -7,145

15. Short-term non-interest-bearing financial debts 70 210 -140

16. Deferred income 21 1,412 1,364 48

18. Derivative financial instruments 15 426 425 1

19. Current income tax liabilities 3,063 2,530 533

20. Trade and other payables 23 59,385 41,369 18,016

21. Other current liabilities 6,162 7,496 -1,334

TOTAL EQUITY AND LIABILITIES 999,876 1,099,765 -99,889



The agreement signed at the end of December as to the transfer of 51% of the capital of Energia Limpa Invest SL will have as consequence a change in criteria of the share consolidation of the Group in Tharsis and in the Naturener Group which will go from global integration (subject to the IFRS 5 rules ) to « equity method ».You will find below the «pro-forma» consolidated balance sheet such as it should be if the new consolidation criteria had been applied at 31/12/2010. This « pro-forma » balance sheet is compared to the formal balance sheet in order to better understand the implications of this agreement.

ASSETS 31.12.10 Pro-forma

31.12.10

I. NON-COURANT ASSETS 180,663 161,033 1. Property , plant and equipment 112,568 115,245 2. Investment property 1,305 3. Intangible assets 35,213 35,758 4. Investments in associates 26,027 0 5. Deferred income tax assets 6,752 8,622 6. Other long term investments 103 103 II . CURRENT ASSETS 216,875 838,844 10. Non-current assets and disposal groups held for sale 621,308 11. Inventories 98,194 98,194 13. Derivative financial instruments 131 131 14. Current income tax assets 3,306 3,363 15. Trade and other receivables 103,570 103,240 17. Cash and cash equivalents 10,246 11,178 18. Other current assets 1,428 1,430 TOTAL ASSETS 397,538 999,876

LIABILITIES 31.12.10 Pro-forma

31.12.10

I. EQUITY 110,403 282,063A. Equity attribuable to owners of the company 110,403 109,4981. Capital 43,727 43,7272. Consolidated reserves 66,854 67,6933. Own shares -178 -1785. Cumulative income or (expense) recognised directly in equity owners of the com-

pany related with discontinued operations-1,774

B. Non-controlling interests 172,565II. LIABILITIES 287,135 717,813A. Non-current liabilities 106,350 206,442 5. Long-term interest-bearing financial debts 88,694 188,162 6. Long-term non-interest-bearing financial debts 325 325 7. Deferred income 7,849 7,849 8. Long-term provisions 2,165 2,165 9. Derivative financial instruments 199 19910. Deferred income tax liabilities 4,354 4,97812. Other non-current liabilities 2,764 2,764B. Current liabilities 180,785 511,37113. Liabilities included in disposal groups held for sale 328,77214. Short-term interest-bearing financial debts 110,748 112,08115. Short-term non-interest-bearing financial debts 70 7016. Deferred income 1,412 1,41218. Derivative financial instruments 426 42619. Current income tax liabilities 3,047 3,06320. Trade and other payables 58,995 59,38521. Other current liabilities 6,087 6,162TOTAL EQUITY AND LIABILITIES 397,538 999,876



Consolidated statement of cash flow (in k€)

31/12/10 31/12/09

A. Cash and cash equivalents - opening balance 11,591 29,989

1. Profit/ (loss) for the year 9,640 -15,260

2. Non-cash adjustments 54,928 23,470

Depreciation and amortization 11,151 10,024

Reductions in value 5,301 803

(Profit )/loss on disposal of property , plant and equipment and financial assets -2,371 -917

Impairment loss on investments 40,820 13,380

Share in results of associates consolidated by the equity method 179

Changes in provisions 27 3

3. Changes in working capital -3,071 30,825

Changes in inventories 1,645 27,379

Changes in trade and other receivables -22,421 20,071

Changes in derivative financial instruments 205 -816

Changes in trade and other payables 15,664 -18,134

Changes in income tax assets and liabilities 2,147 -3,026

Other changes in working capital -256 5,351

4. Operating cash flows from discontinued operations -19,755 15,236

B . Cash flows from operating activities 41,795 54,272

1. Acquisitions -13,648 -16,074

Payments made for the acquisition of non-current assets (excluding financial assets) (-) -13,648 -16,074

2. Disposals 2,942 1,516

Entries from to the disposal of non-financial non-current assets 224 1,516

Entries from to the disposal of financial investments 2,718 0

3. Investing cash flows from discontinued operations 60,060 -115,383

C. Cash flows from investing activities 49,353 -129,942

Changes in capital of affiliated companies (discontinued operations) 100,641

(Acquisition) sale of own shares -881

Dividends paid to the company's shareholders (-) -53 -

Changes in long-term interest-bearing debts -3,678 32,850

Changes in short-term interest-bearing debts -5,627 -58,166

Financing cash flows from discontinued operations -82,204 -17,171

D. Net cash used in financing activities -91,562 57,274

E. Net (decrease) / increase in cash and cash equivalents -413 -18,397

G. Cash and cash equivalents at end of year 11,178 11,591



Consolidated statement of changes in equity (in k€)

Shar

e Ca

pita

l

Shar

e pr

emiu

ms

Fore

ign

curre

ncy

trans

latio

n re

serv

e (1

)

Cash

flow

hed

ging

re

serv

e (1)

Othe

r res

erve

s

Own

shar

es

Attri

buta

ble

to o

wner

s of

the

com

pany

Non

-con

trollin

g in

tere

sts

Tota

l Equ

ity

As at December 31, 2008 36,600 7,127 5,579 -8,783 77,906 -138 118,292 187,777 306,068

Total comprehensive income (loss)for the year -1,904 1,082 -15,440 -16,260 -367 -16,627

Dividends -881 -881 -881

Operations with own shares 24 -24 0 0

Increase of capital 0 100,641 100,641

Other 0 -93,653 -93,653

As at December 31, 2009 36,600 7,127 3,675 -7,699 61,609 -162 101,151 194,398 295,548

Total comprehensive income (loss)for the year -415 2,075 6,109 7,769 4,433 12,202

Operations with own shares 16 -16 0 0

Other 577 577 -26,265 -25,688

As at December 31, 2010 36,600 7,127 3,260 -5,624 68,311 -178 109,498 172,565 282,063

(1) mainly concern the item “Equity associated with assets hold for sale”

Cash flow hedging reserveThe cash flow hedging reserve represent the marking to market of derivatives accounted for under IAS 39 as cash flow hedges and includes the fair value of foreign currency derivatives and interest rate derivatives related with renewal energy sector (records in the accounts as discontinued operations)

Own sharesDuring 2010, 1,066 shares were purchased.At the end of 2010 the market value of these shares was 50 € per share

Non-controlling interestsThe variation of «Other», -26,265k € includes the recognition by the «Tax Equity Investor» (B shares), of the payments in kind or in benefits and the tax deductions



IFRS accounting policiesThe main accounting policies used in preparing these consolidated financial statements are set as follows:

1. ACCOUNTING PRINCIPLESThe consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) and with the interpretations published by the interpretation committee of the IASB, as they apply on the reporting date, and adopted by the European Union at the year end.

The new standards, interpretations and amendments to standards effective in 2010 were as follow:

IFRS 3 Business Combinations

Amendments to standards

IFRS 2 Group Cash-settled Share-based Payments

IAS 27 Consolidated and Separate Financial Statements

IAS 39 Financial Instruments: Recognition and Measurements – Eligible Hedged Items

Various Improvements to IFRS (2008-2009)

New interpretations

IFRIC 12 Service Concession Arrangements

IFRIC 15 Agreements for the construction of real state

IFRIC 16 Hedges of a Net Investment in foreign Operation

IFRIC 17 Distributions of Non-cash Assets to owners

IFRIC 18 Transfers of Assets from Customers

New standards, interpretations and amendments to Standards available for early adoption in the year ending on December 31, 2010.

IFRS 9 Financial Instruments

Amendments to standards

IFRS 7 Financial Instruments Disclosures - Derecognition

IAS 12 Income Taxes – Deferred Tax: Recovery of Underlying Assets

IAS 24 Related Party disclosures

IAS 32 Classification of Rights Issues

Various Improvements to IFRS (2009-2010)

New interpretations

IFRIC 19 Extinguishing Financial liabilities with Equity Instruments

Amendements aux interprétations

IFRIC 14 IAS 19 – The Limit on a Defined benefit Asset, Minimum Funding Requirements and their Interaction – Prepayments of a Minimum Funding Requirement

The Group has selected no to adopt in 2010 any standards or interpretations in advance of their effective application data.

2. CONSOLIDATIONThe companies controlled by the Group (control is understood to mean the power to be able to govern the financial and operating policies of a company in order to obtain benefits from its activities) are fully consolidated.All significant transactions between Group companies are eliminated.The companies over which the Group exercises joint control with a limited number of partners (joint control is unders-tood to mean the sharing under a contractual agreement the control the economic activity), are consolidated using the proportional consolidation method.



Investments in companies over which the Group exercises a significant influence (significant influence is understood to mean the power to participate in the decisions relating to the financial and operational policy of the company held, without however exercising control over these policies) are accounted for using the equity method.

3. FOREIGN CURRENCIESThe Group’s consolidated financial statements are presented in EUR.Transactions undertaken in a currency other than the functional currency of the entity concerned are recorded initially at the exchange rates prevailing at the transaction dates.-At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Unrealized and realized foreign-exchange gains and losses resulting from this translation are recognized in the income statementAssets and liabilities of foreign entities included in the consolidation are translated into EUR at the exchange rates pre-vailing at the end of the accounting period. Income statement items are converted into EUR at the average exchange rates for the period. The resulting translation differences are transferred to the equity item “foreign currency translation reserve”On disposal of foreign entities, cumulative translation adjustments, recorded in equity, are recognized in the income statement as part of the gain or loss on the sale.The main exchange rates used are:

Year end rate Average rate

2010 2009 2010 2009

1 Euro=

US Dollar USD 1.3362 1.4406 1.3261 1.3941

Mexicain Peso MXN 16.5154 13.5035 16.7539 13.4995

Brazilian Real BRL 2.2273 2.5066 2.3315 2.7658

Macao Pataca MOP 10.6972 11.506 10.6114 11.1291

4. GOODWILLThe goodwill represents the difference between the cost of and the Group’s interest in the net fair value of the identifiable assets and liabilities of a subsidiary, associate, or a joint venture, at the acquisition date.Positive goodwill is not amortized but is reviewed for impairment at least annually, or more frequently where there is an indication that the unity’s value may be impaired.Any impairment loss recognized for goodwill is presented in the income statement and is not reversed in a subsequent period.The excess of the Group’s interest in the net fair value of the acquirer’s identifiable assets, liabilities and contingent liabilities over the acquisition cost, is recognized immediately as a profit.

5. INTANGIBLE ASSETSThe intangible assets are recognised at their acquisition value, less the accumulated depreciations and any accumulated impairment losses. They are recognised if it is probable that future economic benefits arising from the asset will go to the company and if the cost of this asset can be reliably measured.The intangible fixed assets are amortised on a straight-line basis over the best estimate of their useful lives. The estima-ted useful lives are as follows: - Licences, patents and similar rights: no longer than 15 years - Computer software: 3 years - Concessions: over the contractual period.

The research costs are charged in the period in which they are incurred.

Development costs are capitalized if, and only if all the following conditions are fulfilled: •Theproductorprocess isclearlydefinedand the relatedcostsaremeasured reliablyandcanbeseparately

identified; •Thetechnicalfeasibilityoftheproducthabeenisdemonstrated; •Theproductorprocessistobesoldorusedin-house; •Theassetswillgeneratefutureeconomicbenefits(e.g.apotentialmarketexistsfortheproductor,ifforinternal

use, its usefulness is demonstrated);



•Theappropriatetechnical,financialandotherresourcesrequiredtocompletetheprojectareavailable.

The capitalized development costs are amortized on a straight-line basis over their useful lives.

6. PROPERTY, PLANT AND EQUIPMENTProperty, plant and equipment are carried at their historical cost less accumulated depreciations and accumulated impairment losses.The subsequent expenditure relating to property, plant and equipment are only entered as an asset if it can be clearly demonstrated that this leads to an increase in the future economic benefits expected from the use of the asset.Depreciations is provided over the estimated useful lives of the various classes of property, plant and equipment on a straight-line basis. In exception from the rules of evaluation of the land which is not normally depreciated, the land and the equipment related with the activity of company CITRI (non-hazardous waste treatment) are depreciated according to their utilisation period.

The estimated useful lives are as follows:

1. Buildings:

Industrial 20 years

Commercial 50 years

Administrative 33 to 50 years

2. Plant, machinery and equipment 3 to 10 years depending on type

3. Installations – fittings 10 to 15 years depending on use

4. Vehicles from 4 to 6 years depending on type

5. Furniture from 3 to 10 years

6. Computer hardware 3 years

7. Property, plant and equipment related with concessions

The duration of the concession, if this duration is less than the initial useful life.

The fittings made to the rented constructions are capitalised and depreciated over the remaining life of the lease or the useful life if it is inferior.Where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to its recoverable amount. Gains and losses disposal are included in the operating result.

7. FINANCE LEASES Assets held under finance leases (leases are classified as finance leases whenever the terms of the lease transfer subs-tantially all the risks and rewards of ownership to the lessee) are initially recognized as assets of the Group at their fair value or, if lower at the present value of the minimum lease payments. The corresponding liability to the lesser is included in the statement of financial position as a finance lease obligationThe corresponding obligation is recognised in the financial liabilities. The finance charge, which represents the diffe-rence between all of the lease obligations and the fair value of the assets, is allocated to periods during the lease term, in the income statement.

8. GOVERNMENT GRANTSGrants relating to the purchase of property, plant and equipment are recognised in the «deferred income» item of the balance sheet.The grant is charged as a result over the depreciation period of the underlying assets.

9. INVENTORIESThe inventories are valued at the lower of purchasing cost (raw materials and goods) or production cost (works in pro-gress and finished products) and net realizable value. Cost is determined by applying the weighted average cost method.In view of the specific nature of the trading activities, the stocks in this sector are measured at their fair value on the reporting date, less the marketing costs yet to be committed.



Costs of the inventories include the purchase, processing and other costs incurred to bring the inventories to their pre-sent location and condition. For processing inventories the cost including all direct and indirect production costs requi-red to bring the inventory items to the stage of completion at the balance sheet date, such as direct labour. They also include the systematic affectation of the general fixed and variable productions costs that are incurred to transform the raw materials into finished products. The fixed production overheads are the indirect production costs that remain rela-tively constant independently of the volume of production, such as depreciation and the maintenance of the buildings and of the industrial equipment and the management and administration costs of the factory. The variable production costs are the indirect production costs that vary directly or almost directly according to the production volume such as indirect commodities and indirect labour.

10. OTHER CURRENT ASSETS AND LIABILITIES- TRADE RECEIVABLESTrade receivables are stated at their nominal value less estimated non-recoverable amounts.

- FINANCIAL ASSETS Financial assets comprise investments in non-controlled companies in which the Group does not exercise significant influence, securities and loans.These assets are presented as non-current assets, except from those with a maturity of less than 12 months from the closing date, which are classified as current assets or cash equivalents as appropriate.The investments in non-controlled companies in which the Group does not have a significant influence are evaluated at fair value at the reporting date, when available. An impairment loss is recognised in the income statement when there is objective evidence that these investments are impaired. The fair values of these investments are determined by refe-rence to the market price when possible;Investments intend for sale in the short term are stated at fair value at the reporting date and changes in fair value are recognized in profit or loss.

- CASH AND CASH EqUIVALENTSCash and cash equivalents include cash on hand and demand deposits, the short term investments and highly liquid investments which are easily convertible into a known cash amounts, and where the risk of a change in value is negli-gible.

- TRADE AND OTHER PAYABLESThe trade and other payables are stated at their nominal value.

- BORROWINGSBorrowings and overdrafts are accounted for in the amount of the net proceeds received after deduction of costs.Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of that asset.All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

- DERIVATIVE FINANCIAL INSTRUMENTSDerivative financial instruments are initially recorded at cost and revaluated to their fair value at every closing date.Changes in fair value linked to designated and effective cash flow hedges are recognized in equity.Changes in fair value not linked to cash flow hedging operations are recorded in the income statement.

11. PROVISIONSProvisions are recognized when the Group has a present obligation (legal or constructive), at the balance sheet date as a: •resultofapastevent,and •itisprobablethattheGroupwillberequiredtosettletheobligation,and •areliableestimateoftheamountoftheobligationcanbemade.The commitments resulting from restructuring plans are only recognised when the Group has approved a detailed and formal restructuring plan; the restructuring has either commenced or has been announced publicly before the balance sheet date.



12. IMPAIRMENT OF ASSETS Every year the Group carries out impairment tests on goodwill. At each balance sheet date, the Group reviews the carrying amounts of investments, property, plant and equipment and intangible assets to determine whether there is any indication that any of those assets might have suffered a reduction in value. Where such indication exists, the reco-verable amount of the asset is estimated.If it is estimated that the recoverable amount of the asset is lower than the carrying amount, an impairment loss is reco-gnized as an expense in the income statement.Where a previously recorded impairment no longer exists, the carrying amount is partially or totally restored, except in the case of goodwill, where the write-down cannot be reversed.

13. INCOME TAXESIncome taxes on profits for the period include both current taxes and deferred taxes. They are recorded in the income statement except where they relate to elements recorded directly in equity, in which case they too are recorded in equity.Current income taxes are taxes payable based on the taxable profit for the period, calculated at the tax rates prevailing at the balance sheet closing date, as well as adjustments relating to previous years.

Deferred tax assets and liabilities are required to be measured at the tax rates that are expected to apply to the financial year in which the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been adopted or almost adopted on the balance sheet date.

Deferred tax assets are recognized only where taxable profits are likely to be realized against which the deferred tax assets will be imputed.

14. SEGMENT INFORMATIONSegment information is produced according to the business units of activity of the Group (first level segmentation) and major geographical regions (second segmentation level).The sectors identified are: crop protection, crop nutrition, chemical products and environment, agro commodities distri-bution, logistics and renewable energy.The geographical regions are: Portugal, Spain and Rest of World

15. REVENUE RECOGNITIONA revenue is recognised once it is probable that the economic benefits associated with the transaction will flow to the entity and its amount can be reliably measured.The turnover consist of sales to third parties, less trade discounts. They are recognized when the significant risks and rewards attached to the ownership of the goods are transferred to the buyer.Dividends are recorded in the income statement when declared by the Shareholder’s Meeting of the distributing com-pany.Interest income is recognized pro rata temporis based on the effective yield of the investment.

16. CONTINGENCIESContingent assets are not recognized in the financial statements, they are disclosed if the inflow of economic benefits t is probable.Contingent liabilities are not recognized in the financial statements, they are disclosed unless the possibility of a loss is remote.

17. OWN SHARESTreasury shares are recorded initially at acquisition cost and deducted from Group’s shareholder’s equity until the date of sale. No gains or loss on treasury shares must be recognised in the net income for the period in the event of purchase, sale, issue or cancellation of these treasury shares. These gains or losses must be presented in the financial statements as a variation in the consolidated equity capital.



18. ASSETS HELD FOR SALE, LIABILITIES RELATED AND DISCONTINUED OPERATIONSAssets are classified as held for sale if the sale is highly probable, if there is a formal commitment from management and whether its carrying amount is recovered principally through a sale transaction than by continues use. Those assets and liabilities classified as held for sale should be presented separately from other assets and liabilities. Those assets and liabilities shall not be offset and presented as a single amount. The post-tax profit or loss of discontinued operations should be presented on a single amount in income statement separately from the results of continuing operations.

19. ESTIMATES AND JUDGEMENTSIn the application of the Group’s accounting policies, management is required to make judgements, estimates and assumptions about the carrying amount of certain assets and liabilities, income and expenses items, and the information disclosed in certain notes that are not readily apparent from other sourcesThe estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.The estimates and underlying assumptions are reviewed on an ongoing basis. Depending on the evolution of these assumptions or circumstances different from what was been provided, the figures reported in Group’s future financial statements may differ from the current estimates.

20. EVENTS AFTER REPORTING PERIODEvents after the reporting period which are not adjusting events are disclosed in the notes if material.



Consolidation scope1. List of companies consolidated according to the global integration method

Country Companies Place

Holding in % Currency Capital Notes

Belgium SOCIETE DE ALOSNOS, S.A. Bruxelles 100.00% EUR 61,500

SOCIETE LA NUEVA ZARZA, S.A. Bruxelles 100.00% EUR 61,500

SOCIETE NUEVO CORRALES, S.A. Bruxelles 100.00% EUR 61,500

SAPEC FINANCE, S.A. Bruxelles 99.99% EUR 16,000,000

Brazil TRADECORP DO BRASIL COM. INS. AGRIC. Ltda São Paulo 99.99% BRL 4,957,323

Canada NATURENER ENERGY CANADA INC Alberta 58.36% CAD 45,073,557 a)

NATURENER EAST PALLISER TRANSMISSION, INC Alberta 58.36% - a)

NATURENER PRAIRIE HOME 1 ENERGY INC Alberta 38.34% - a)

NATURENER PRAIRIE HOME 2 ENERGY INC Alberta 38.34% - a)

NATURENER WILD ROSE I ENERGY INC Alberta 58.36% CAD 200 a)

NATURENER WILD ROSE II ENERGY INC Alberta 58.36% - a)

NATURENER WILD ROSE III ENERGY INC Alberta 58.36% - a)

YAGOS WIND ENERGY INC Alberta 35.60% - a)

Spain SEPORSUR, S.A.U. Cadiz 99.99% EUR 1,659,000

CORPLENER DE CIUDAD REAL, S.L.U. Madrid 58.36% EUR 3,006 a)

GRUPO COMPANIA DE AZUFRE Y COBRE DE THARSIS, S.A. Madrid 99.59% EUR 99,698,887

GRUPO NATURENER, S.A. Madrid 58.36% EUR 204,397,000 a)

GUADALTA, S.A.U. Madrid 43.83% EUR 3,655,356 a) b)

INTERPEC IBÉRICA, S.A. Madrid 99.99% EUR 6,010,000

NATURENER HYDRO, S.L.U. Madrid 58.36% EUR 14,504,000 a)

NATURENER SOLAR ALANGE, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR ALANGE 2, S.L.U. Madrid 58.36% EUR 3,010 a)




NATURENER SOLAR ALBUqUERqUE, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR ALBUqUERqUE 2, S.L.U. Madrid 58.36% EUR 3,010 a)




NATURENER SOLAR ALMADEN, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR CALZADA DE CALATRAVA, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR CALZADA DE CALATRAV A 2, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR CALZADA DE CALATRAVA 3, S.L.U. Madrid 58.36% EUR 3,010 a)



NATURENER SOLAR CASAS DE DON PEDRO, S.L.U. Madrid 49.62% EUR 3,010 a)

NATURENER SOLAR DEHESA BOYAL, S.L.U. Madrid 49.62% EUR 3,010 a)

NATURENER SOLAR HINOJAL, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR SAN MIGUEL DE TENERIFE 2, S.L.U. (EX:NATURENER SOLAR LAS PALMAS, S.L.U.)

Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR MANZANARES, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR ROMICA, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR TINAJEROS, S.L.U. Madrid 58.36% EUR 4,269,000 a)



Country Companies Place

Holding in % Currency Capital Notes

Spain NATURENER SOLAR VALDECABALLEROS, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR VALDECABALLEROS 2, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR VALDECABALLEROS 3, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR VILLANUEVA DE LA SERENA, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR VILLAR DEL REY, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR, S.A.U. Madrid 58.36% EUR 70,000 a)

NATURENER SOLAR ORELLANA, S.L. (EX:SOLARGEN PROYECTOS E INSTALACIONES SOLARES, S.L.)

Madrid 49.61% EUR 203,007 a)

NATURENER SOLAR VALDELOSHITOS, S.L.U. Madrid 58.36% EUR 3,010 a)

NATURENER SOLAR NAVAHERMOSA, S.L.U. Madrid 58.36% EUR 3,010 a)

TRADE CORPORATION INTERNATIONAL, S.A. Madrid 99.99% EUR 8,770,000

SAPEC AGRO, S.A. (E) Réus 99.99% EUR 2,510,978

NATURENER SOLAR GRAN CANARIA, S.L.U. Sta.Cruz de Tenerife

58.36% EUR 3,010 a)

NATURENER SOLAR MESAS DE SALINERO Y GRAN CANARIA, S.L.U.

Sta.Cruz de Tenerife

58.36% EUR 3,010 a)

NATURENER SOLAR SAN BARTOLOMÉ DE TIRAJANA GRAN CANARIA, S.L.U.

Sta.Cruz de Tenerife

58.36% EUR 3,010 a)

NATURENER SOLAR SAN MIGUEL TENERIFE, S.L.U. Sta.Cruz de Tenerife

58.36% EUR 3,010 a)

SEPORTA, S.A. Tarragona 99.99% EUR 1,550,000

ENERGIA LIMPIA INVEST, S.L. Madrid 100.00% EUR 1,000,000

USA NATURENER USA LLC Delaware 58.36% USD 237,239,159 a)

NATURENER ADEL ENERGY LLC Montana 58.36% - a)

NATURENER MCCORMICK ENERGY LLC Montana 58.36% - a)

NATURENER MEADOW LARK WIND ENERGY, LLC Montana 58.36% - a)

NATURENER RIM ROCK WIND ENERGY, LLC Montana 58.36% - a)c)

NATURENER GLACIER WIND FINANCING LLC Montana 58.36% USD 89,612,086 a)

MONTANA WIND ENERGY LLC Montana 58.36% USD 115,745,300 a)

NATURNER GLACIER WIND ENERGY 1 LLC Montana 58.36% USD 217,483,045 a)

NATURENER POWER WATCH, LLC Montana 58.36% - a)

NATURENER MONTANA WIND ENERGY 2, LLC Montana 58.36% USD 180,573,191 a)

NATURNER GLACIER WIND ENERGY 2 LLC Montana 58.36% USD 157,155,842 a)

NATURENER RED CREEK WIND ENERGY, LLC Montana 58.36% - a)

NATURENER GOLDEN PRAIRIE WIND ENERGY, LLC Montana 58.36% - a)

NATURENER TIE LINE, LLC Montana 58.36% - a)

NATURENER ENERGY SCOTTSBLUFF LLC (EX:SCOTTSBLUFF WIND PARK LLC)

Montana 58.36% - a)

NATURENER OPERATIONS LLC Montana 58.36% - a)

NATURENER ENERGY SIROCCO, LLC ( EX:SIROCCO WIND PARK LLC)

Montana 58.36% - a)

France SAS TRADECORP FRANCE Paris 99.99% EUR 37,000

Italy TRADECORP ITALIA, S.R.L. Milan 99.99% EUR 10,000

Mexico NEVADA CHEMICALS SA DE CV Guadalajara 99.99% MXN 2,301,000

Portugal SAPEC PORTUGAL SGPS, S.A. Lisboa 99.99% EUR 35,446,825

SETEIA, Lda Lisboa 99.99% EUR 1,150,000

SARCOL II qUÍMICA, S.A. Ovar 95.00% EUR 150,000

CITRI, S.A. Setúbal 99.99% EUR 3,968,000

SAPEC AGRO, S.A. Setúbal 99.99% EUR 9,494,670

SAPEC qUÍMICA, S.A. Setúbal 99.99% EUR 3,415,000

SELECTIS, S.A. Setúbal 99.99% EUR 950,000

SPI, S.A. Setúbal 99.99% EUR 8,500,000

STP, S.A. Setúbal 99.99% EUR 4,182,500

SPC, S.A. Vila Franca de Xira

99.99% EUR 9,000,000

Macao SAPEC AGRO MACAU, Ltd Macao 99.99% MOP 100,000



2. Subsidiary companies consolidated in accordance with the proportional integration

Country Companies PlaceHolding

in % Currency Capital Notes

Portugal NAVIPOR, Lda Lisboa 49.99% EUR 1,375,000

3. Modifications of the perimeter of consolidation

Entryintheperimeter

Companies Place Holding in %Interpretation

type Notes

ENERGIA LIMPIA INVEST, S.L. Madrid 100.00% globale

SAPEC AGRO MACAU, Ltd Macao 99.99% globale

NATURENER OPERATIONS LLC Montana 58.36% globale a)

Exitreconsolidation

Companies Place Holding in %Interpretation

type Comment Notes

SISAV, S.A. Lisboa 34.13% equity method sold

TRATOSPITAL-GESTÃO E TRATAMENTO DE RESIDUOS HOSPITALARES, Lda

Oeiras 35.00% equity method sold

NUENEX GESTIÓN DE ENERGÍA, S.L. Madrid 29.18% proportionnal dissolved a)

IBERIA PCC Ltd Guernsey 100.00% globale dissolved

NATURENER SOLAR TINAJEROS, S.L.U. Madrid 58.36% globale sold a)

CASTLE ROCK RIDGE WIND ENERGY INC Alberta 58.36% globale dissolved a)

NATURENER WEST RALEY ENERGY INC Alberta 29.76% globale dissolved a)

NATURENER SOUTHRIDGE ENERGY INC Alberta 58.36% globale dissolved a)

NOTES: a) Compamies included in «discontinued operations» b) Shareholding reduction c) Other information: NATURENER RIM ROCK II ENERGY LLC merged with Naturener Rim Rock



Notes to the consolidated financial statements The notes which follow refer to the figures indicated in the summarised consolidated financial statements and are drawn up in thousands of euros (k€), except indications in opposite.

Note 1 – Business and geographical segmentsThe Group has adopted IFRS 8. IFRS 8 requires identification of operating segments based on internal reports regu-larly presented to chief operating decision maker for making decisions about allocating resources to the segment and assessing its performanceOn this basis, the sectors chosen are: crop protection, crop nutrition, chemicals products and environment, agro com-modities distribution, and logistics

- Business segments

2010

Crop

pro

tect

ion

Crop

nut

ritio

n

Chem

ical

s pr

oduc

ts a

nd

envi

ronm

ent

Logi

stic

s

Agro

com

mod

ities

di

strib

utio

n

Una

lloca

ted

(1)

Elim

inat

ions

Cons

olid

ated

Revenue - External sales 72,570 48,087 48,181 11,799 271,668 4,481 456,786 - Inter-segment sales 2,847 948 1,687 603 -6,085 0 EBITDA 8,114 5,507 6,147 243 14,089 -2,967 31,133 of which: recurrent items 8,082 5,952 3,976 -53 15,534 -2,612 30,879 Depreciation and amortization 2,716 1,485 1,789 2,259 2,317 585 11,151 EBIT 5,398 4,022 4,358 -2,016 11,772 -3,553 19,981 of which: recurrent items 5,366 4,467 2,187 -2,312 13,217 -3,197 19,728 Finance costs net -2,112 -2,078 -836 -323 1,068 -4,541 -8,822 EBT 3,286 1,944 3,522 -2,339 12,840 -8,094 11,159 of which: recurrent items 3,254 2,389 1,351 -2,635 14,285 -7,738 10,906 Cash flow (before tax) 6,002 3,429 5,311 -80 15,157 -7,509 22,309 of which: recurrent items 5,970 3,874 3,140 -376 16,602 -7,153 22,057 Income tax expense 269 583 -542 -586 3,826 2,490 Total assets (2) 104,733 57,634 45,761 43,606 101,982 133,799 -108,947 378,567 Total liabilities (2) 81,765 48,003 35,736 30,803 76,247 225,436 -108,947 389,042 Operating working capital (3) 47,611 30,989 4,361 -103 37,043 11,694 -1,294 130,301 Investments (2) 37,104 15,680 19,297 31,345 20,524 28,460 152,411

2009

Crop

pro

tect

ion

Crop

nut

ritio

n

Chem

ical

s pr

oduc

ts a

nd

envi

ronm

ent

Logi

stic

s

Agro

com

mod

ities

di

strib

utio

n

Una

lloca

ted

(1)

Elim

inat

ions

Cons

olid

ated

Revenue - External sales 72,797 36,909 42,258 12,040 353,572 2,057 519,633 - Inter-segment sales 1,111 25 1,728 283 129 -3,277 0 EBITDA 7,802 3,692 3,898 406 -4,000 -3,091 8,707 of which: recurrent items 7,599 3,692 3,898 131 -3,170 -3,717 8,432 Depreciation and amortization 2,566 1,332 1,113 2,349 2,278 387 10,024 EBIT 5,236 2,360 2,785 -1,943 -6,277 -3,478 -1,317 of which: recurrent items 5,034 2,360 2,784 -2,218 -5,447 -4,104 -1,592 Finance costs net -3,952 -851 -747 -175 -2,774 -4,995 -13,494 Share in results of associates consolidated by the equity method -179 -179 EBT 1,284 1,509 1,859 -2,118 -9,050 -8,473 -14,990 of which: recurrent items 1,081 1,509 2,037 -2,393 -8,221 -9,278 -15,265 Cash flow (before tax) 3,850 2,841 2,972 231 -6,773 -8,086 -4,966 of which: recurrent items 3,647 2,841 3,150 -44 -5,943 -8,891 -5,241 Income tax expense 368 453 598 -566 -2,816 -1,402 -3,365 Total assets (2) 88,445 50,947 50,992 49,086 94,929 155,563 -127,452 362,509 Total liabilities (2) 70,241 42,210 43,286 33,659 76,902 242,757 -127,452 381,604 Operating working capital (3) 44,694 24,668 8,367 1,280 50,104 12,858 -2,828 139,143 Investments (2) 31,172 15,469 20,205 32,302 22,780 28,146 150,074

(1) Contains: “holdings”, “real estate” and “consolidation adjustments” (2) Excludes assets held for sale and liabilities associated with assets held for sale (3) Includes the trade receivables, inventories and trade payables



- Geographical segments

2010

Portu

gal

Spai

n

Rest

of W

orld

Una

lloca

ted (1

)

Elim

inat

ions

Cons

olid

ated

Revenue

- External sales 107,828 333,689 15,240 29 456,786

- Inter-segment sales 30,004 7,487 9,341 567 -47,399 0

EBITDA 14,902 19,751 594 -4,114 31,133

of which: recurrent items 12,313 21,955 594 -3,983 30,879

Depreciation and amortization 6,876 3,944 133 198 11,151

EBIT 8,026 15,807 461 -4,313 19,981

of which: recurrent items 5,437 18,011 461 -4,181 19,728

Finance costs net -3,090 -1,435 -1,323 -2,974 -8,822

EBT 4,936 14,372 -862 -7,287 11,159

of which: recurrent items 2,347 16,576 -862 -7,155 10,906

Cash flow (before tax) 11,812 18,316 -729 -7,090 22,309

of which: recurrent items 9,223 20,520 -729 -6,957 22,057

Total assets(2) 218,032 172,122 24,484 82,859 -118,929 378,568

Investments(2) 98,048 46,848 1,120 6,395 152,411

2009

Portu

gal

Spai

n

Rest

of W

orld

Una

lloca

ted (1

)

Elim

inat

ions

Cons

olid

ated

Revenue

- External sales 105,479 403,714 10,440 0 519,633

- Inter-segment sales 28,742 5,599 965 -35,306 0

EBITDA 13,184 -1,723 1,063 -3,817 8,707

of which: recurrent items 13,184 -828 1,063 -4,735 8,684

Depreciation and amortization 6,075 3,713 80 156 10,024

EBIT 7,109 -5,436 983 -3,973 -1,317

of which: recurrent items 7,109 -4,541 983 -4,891 -1,340

Finance costs net -4,361 -5,505 -222 -3,406 -13,494

Share in results of associates consolidated by the equity method -179 0 0 0 -179

EBT 2,569 -10,941 761 -7,379 -14,990


Cash flow (before tax) 8,644 -7,228 841 -7,223 -4,966


Total assets(2) 207,891 168,863 10,602 101,992 -126,839 362,509

Investments(2) 95,739 51,993 698 1,644 150,074

(1) Contains: “holdings” and “consolidation adjustments” (2) Excluding assets held for sale



Note 2 - Revenue 31.12.10 31.12.09

Sales of goods 436,532 497,998

Revenue from services 19,982 21,178

Rental income 272 457

TOTAL 456,786 519,633

Note 3 - Other operating income 31.12.10 31.12.09

Government grants 168 641

Capitalized overhead 874 720

Adjustments related to previous periods 1,478 131

Profit from contractual penalties 175

Reversed of property taxes 763

Other income 14,600 2,138

TOTAL 17,120 4,568

The balance of other income has increased by 12,462 k€ over 2009. In 2010, this balance included 10,181 k€ of taxes indully charge in impact to Interpec Iberica by the spanish part authorities.

Note 4 - Operating expenses31.12.10 31.12.09

Cost of raw materials, supplies and goods purchased for resale 348,987 401,319

Changes in inventory 1,778 27,022

Employee benefits expenses 33,315 33,502

which:

- wages and salaries 24,934 24,253

- social expenses (including social security costs) 5,080 5,330

- compensation 194 895

- other benefits 3,107 3,023

Depreciation and amortization 11,151 10,024

Reductions in value (net of recoveries) 5,301 803

Other operating expenses 55,764 53,767

TOTAL 456,296 526,435

Operating expenses decreased by 13% between 2009 and 2010 mainly due to the reduction of activity in the “Agro Commodities Distribution” sector.



4.1 - Reductions in value (net of recoveries) 31.12.10 31.12.09

Reduction in value on bad debts 5,537 939

Recoveries of bad debts provisions (-) -376 -156

Reductions in value on inventories 140 100

Reversals of impairment losses on inventories (-) -80

TOTAL 5,301 803

The “reduction in value on bad debts” are mainly related to specific situations of clients who have entered into “sus-pension of payment” situation. In 2010 impairment losses on bad debts has been impacted by the strengthening of the provision for Armada for 2,513 k€ following the latest information received from the liquidators.The impairment losses on inventories relate to products of “Agro Commodities Distribution” whose values is adjusted to market value.

4.2 - Other operating expenses 31.12.10 31.12.09

Services and other goods 53,366 51,788

Other taxes 1,703 1,658

Provisions for liabilities and other charges (net of recoveries) 27 4

Penalties 37 4

Other 631 314

TOTAL 55,764 53,767

Note 5 - Finance costs (net) 31.12.10 31.12.09

Charges of the debts net of the income from current assets(1) 7,515 11,466

Net foreign exchange (gains) losses(a) -152 -135

Other financial (gains) losses (2) 1,344 2,158

TOTAL 8,707 13,489

(1) Interests expenses (by type of debt):

Bonds - 571

Commercial paper 657 1,220

Finance lease liabilities 1,253 912

Bank borrowings and overdrafts 7,763 8,997

Factoring 834 674

Others 68 166

Sub-total 10,575 12,540

Interests income(-) -3,060 -1,075

Total 7,515 11,466(2) of which:

- charges of discounts on accounts receivable 8 593

- miscellaneous (commissions, bank charges, charges with factoring/conforming, etc) 1,336 1565

1,344 2,158

In 2010, net interest expenses (7,515 k€) decreased with relation to 2009 (11,466 k€)

This decrease is due partly to a reduction of the average financial debt and on the other side by the registration of interest receivables from the Spanish port authorities (3,051 k€).

In 2010 capitalized interest on assets were 637 k€.



Note 6 - Income tax expense 31.12.10 31.12.09

Income tax

Current taxes related to current year -1,442 206

Current taxes related to prior years -174 -333

Deferred income taxes 4,106 -3,238

Total 2,490 -3,365

Deferred taxes by categories

Depreciation of property, plant and equipment 213 17

Amortization of intangible assets 61

Reductions in value of inventories, trade and other receivables and provisions 19 183

Tax losses 3,713 -3,890

Others 160 391

Total 4,106 -3,238

Reconciliation of effective tax rate

Profit (loss) before income tax 11,159 -14,990

Applicable tax rate 33.99% 33.99%

Tax charge based on the applicable tax rate 3,793 -5,095

Tax rates and special tax regimes in other jurisdictions -594 458

Tax-exempt revenues -561 -582

Non-deductible expenses 385 397

Unrecognized deferred tax assets 1,174 1,474

Impact of tax beneficts -1,612

Current and deferred tax adjustment related to prior years -174 -333

Other 79 317

Tax charge 2,490 -3,364

Effective tax rate 22.32% 22.44%



Note 7 - Property, plant and equipment

Land

and

bui

l-di

ngs

Plan

t, m

achi

nery

an

d eq

uipm

ent

Furn

iture

and

ve

hicl

es

Oth

er t

angi

ble

asse

ts

Asse

ts u

nder

co

nstr

uctio

n an

d ad

vanc

e pa

ymen

ts

Tota

l

GROSS CARRYING AMOUNT

As at December 31, 2009 99,010 58,761 18,094 2,240 17,003 195,109

Changes of the period:

- Capital expenditures 776 1,639 908 49 3,161 6,533

- Disposals -1 -490 -731 -64 -1,285

- Transfers 708 2,421 -32 -455 -11,965 -9,323

- Increase (decrease) resulting from changes in exchange rates

10 11 47 7 3 77

- Other 30 520 550

As at December 31, 2010 100,533 62,862 18,287 1,776 8,201 191,659

DEPRECIATIONS AND IMPAIRMENT LOSSES

As at December 31, 2009 23,543 30,919 12,043 1,208 0 67,713


- Changes of the year 3,287 4,910 1,546 165 9,907

- Impairment losses

- Reversal of depreciation of assets 0 -393 -649 -5 -1,047

- Transfers 0 3 -5 -355 -357

- Increase (decrease) resulting from changes in exchange rates

3 3 20 1 27

- Other 2 169 171

As at December 31, 2010 26,834 35,610 12,956 1,013 0 76,413

Net book value as at december 31, 2009 75,467 27,842 6,051 1,032 17,003 127,396

Net book value as at december 31, 2010 73,699 27,252 5,331 763 8,201 115,245

Notes :

7.1. - The principal capital expenditures are as follow : quay 1.118 Plant facilities on Tradecorp 688 Plant facilities on Sapec Agro 1.775 Starting facilities 340 Development projects 963

7.2. - The balance of the item “Transfers” involves the transfer to intangible assets of the value of “European Registration” files.

73. - Other Informations

Land and buildings

Plant, machi-nery and

equipmentFurniture and rolling stock Total

Net carrying amount of finance leases included in por-perty, plant and equipment

33,902 8,597 2,182 44,682

Gross carrying amount of fully depreciated property, plant and equipment which are still in use

9,805 10,475 6,285 26,565

Amount of property, plant and equipment pledged as security for debts (including mortgages)

9,575 9,575



Note 8 - Investment property

Land

Other investment buildings

Total at historical cost

GROSS CARRYING AMOUNTAs at December 31, 2009 1,305 1,305Changes of the period: - Capital expenditures 0 - Disposals 0As at December 31, 2010 1,305 0 1,305DEPRECIATION AND IMPAIRMENT LOSSESAs at December 31, 2009 0Changes of the period: - Charge for the year 0 - Reversal of depreciation on disposals 0As at December 31, 2010 0 0 0Net book value as at december 31, 2009 1,305 0 1,305Net book value as at december 31, 2010 1,305 0 1,305

Note 9 - Intangible assets

Licences, patents and similar rights Goodwill(1)

Other intangible

assets TotalGROSS CARRYING AMOUNTAs at December 31, 2009 11,173 13,153 2,746 27,072Changes of the period:- Capital expenditures 707 6,290 6,998- Disposals -5 -161 -166- Transfers 2,745 6,483 9,228- Increase(decrease) resulting from changes in

exchange rates41 41

- Other 701 701As at December 31, 2010 15,361 12,992 15,520 43,874Accumulated amortization and impairment As at December 31, 2009 6,142 178 6,320-Changes of the period:: -- Charge of the year 1,008 255 1,262- Impairment losses 0- Reversal of amortization on disposal -5 -5- Transfers 375 44 419- Increase(decrease) resulting from changes in

exchange rates4 4

- Other 115 115As at December 31, 2010 7,638 0 477 8,115Net book value as at december 31, 2009 5,031 13,153 2,568 20,752Net book value as at december 31, 2010 7,723 12,992 15,043 35,758

(1) the value of the « goodwill » corresponds to the over-prices paid at the time of the acquisition of certain financial investments interests, for which the details are as follows: Sapec Portugal SGPS, S.A. 651Sapec química, S.A. 408Sapec Agro (E), S.A. 2,936Tradecorp, S.A. 5,115Citri 1,760Tharsis 2,122

12,992



Historically, the value of the goodwill was that quitted on December 31, 2003, according to the Belgian matter rules; for these references standards, the value of «goodwill» was forwarded to a depreciation on longest of the following periods of time: useful life or 20 years. According to International Financial Reporting Standards (IFRS), the «goodwill» is no longer subject to amortization; on the other hand, its value must periodically be subject to a «impairment test», or when there is an indication of a loss in value.To performe these tests, the Group prepare cash-flows forecast based on the most recent financial projections approved by Executive management. The forecast cash-flows for each of the cash-generating units concerned have been updated at specific rates.In 2010, the impairment tests on goodwill did not head to any impairment loss.

Note 10- Investments in associates Companies consolida-ted using the equity method Total

As at December 31, 2009 425 424

Gross carrying amount 1,026 1,026

Accumulated impairment losses (-) -601 -602


- Share in results 0

- Disposals -425

As at December 31, 2010 0 0

Gross carrying amount 0 0

Accumulated impairment losses (-) 0 0

Note 11 - Deferred taxes

31.12.10 31.12.09

Deferred tax assets by categories of temporary differences 8,622 9,507

Property, plant and equipment 402 461

Intangible assets 238 221

Inventories, trade and other receivables, trade liabilities, and provisions 795 685

Tax losses 7,118 7,439

Other 70 701

Deferred tax liabilities by categories of temporary differences 4,978 3,345

Property, plant and equipment 1,449 1,183

Intangible assets 383 294

Other 3,146 1,868

Net Total 3,645 6,162

Deferred tax assets and liabilities are recorded in the balance sheet in respect to temporary differences arising from the fact that tax authorities apply different rules where assessing assets and liabilities than those used for drawing up annual consolidated accounts. Deferred taxes are calculated based on the prevailing tax rates, in statutory accounts. Variations occurring during the year in the deferred taxes are taken into income, except where they relate to items that are recorded directly in equity.



Note 12 - Other financial assets

Shares

Securities other than

shares Loans

Other financial assets Total

GROSS CARRYING AMOUNT

As at December 31, 2009 143 0 53 196

Changes of period :

- Acquisitions 3 3

- Disposals and decommissionings -53 -53

- Transfers -43 -43

Au 31 décembre 2010 103 0 0 0 103

ACCUMULATED VALUATION ADJUSTMENTS 0 0 0

As at December 31, 2009 - - - - -

Changes of period :

- Reduction in value - - - - -

- Losses in value - - - - -

- Recoveries of losses in value - - - - -

As at December 31, 2010 0 0 0 0 0

Net book value as at december 31, 2009 143 0 53 0 196

Net book value as at december 31, 2010 103 0 0 0 103

Note 13 – Assets of disposal group classified as held-for-sale and liabilities associated with those assets Assets 31.12.10 31.12.09

A. Non-current assets 573,549 673,344

Property, plant and equipments 544,155 608,670

Intangible assets 22,157 58,522

which: goodwill 1,512 1,512

Deferred income tax assets 7,025 5,721

Other long-term investments 212 212

Derivative financial instruments 219

B. Current assets 47,759 63,912

Tax receivables 1,214 1,491

Derivative financial instruments 10

Trade and other receivables 6,505 18,616

Cash and cash equivalents 39,835 43,533

Other current assets 195 272

TOTAL ASSETS 621,308 737,256



LIABILITIES 31.12.10 31.12.09A. Non-current liabilities 233,628 286,769Long-term interest-bearing borrowings 163,732 230,424Derivate financial instruments 9,133 11,518Deferred income tax assets 60,763 44,827B. Current liabilities 95,144 135,844Short-term interest-bearing borrowings 26,061 45,271Deferred income 41,764 44,014Derivative financial instruments 4,470 7,234Current income tax liabilities 7,622 5,580Trade and other payables 11,499 29,666Other current liabilities 3,728 4,079TOTAL LIABILITIES 328,772 422,613

Result of discontinued operations : 31.12.10 31.12.09

Revenue 47,485 51,380 Other operating income 10,831 8,876 Operating expenses -26,726 -25,559 Operating profit 31,590 34,697 Gain (loss) on disposal of non-current assets -1,119 -4,338 Gain (loss) on investments 27,440 Impairment -40,820 -13,289 Gain (loss) on derivatives 22 -1,145 Net finance costs -10,535 -17,355 Profit (loss) before income tax 6,578 -1,432 Income tax expense 5,607 2,204 Profit (loss) after taxes 971 -3,635

Result on discontinued operations reflects the methodology adopted for the accounting of such activities is to say, the cancellation of depreciation (26,356 k €) application required by IFRS 5.The impairment losses relates the anticipation of the outcome of negotiations currently in course with investors interested in the energy sector, based on the purchase price of the share capital that could be transferred immediately. The remai-ning portion was subjected to test imparity by applying a valuation model based on DCF methodology (discount cash flow) for each of the activities falling within the energy sector (hydro, solar, wind). The discount rate has been used takes into account the specific conditions of each market.

Note 14 - Inventories 31.12.10 31.12.09

Raw materials and supplies 12,531 10,025 Work in progress - 26 Finished goods 24,642 25,495 Goods purchased for resale 51,980 55,392 Property intended for sale 9,041 9,041 Total 98,194 99,979

Note 15 - Derivative financial instruments As part of its operational activities, the Group is exposed to currency risks, interest rate and commodity prices (see «Risk Management»). To hedge against these risks, the Group uses derivative financial instruments.



For some positions in commodity-related trading activity, the Group uses instruments (including futures and swaps) to reduce the risk of price fluctuations.

In December 2010, the Group maintains commitments to purchase and sell futures and options commodity and freight contracts for 232,238 k€ (162,692 k€ in 2009).

The Group’s exchange risk hedging policy is based essentially on hedging transactional exchange risk at the time of invoicing and monitoring and hedging where appropriate exchange rate positions generated by the Group’s activities, based on expected cash-flows.

Concerning the management of the transactional exchange risk (buying or selling by a company in the Group in a currency other than its functional currency), the Group’s exposure is essentially linked to EUR/USD risk. The Group has hedged his exposure on the year 2010 high of 5.4 millions USD and 6.4 millions R$ (9.9 millions USD in 2009) (1)

The derivatives that are used to cover the exchange rate risks are forward and options.

The interest rate risk is managed on a centralized basis by the Group treasury and the amount of the existing cover at the end of 2010 was not significant.

At December 31, 2010 the Group hadn’t a fixed-rate debt; an increase (decrease) of 1% on the interest rate would be expressed in an increase (decrease) of charges 2,961 k€.

31.12.10 31.12.09

Fair value

Notional or contractual

amount Fair value

Notional or contractual

amount

Derivative financial instruments - assets

Interest contracts:

Futurs and swaps

Foreign exchange contracts:

euro / dollar 131 3,293 136 5,594

Subtotal 131 3,293 136 5,594

Derivative financial instruments - liabilities

Interest contracts:

Futurs and swaps 305 28,808 410 15,000

Foreign exchange contracts:

euro / dollar 122 1,034 16 1,284

options _ euro / dollar 198 2,619

Subtotal 625 32,461 425 16,284

Maturity

Derivative financial instruments - assets:

In 2012 and years following

During 2011 131 3,293

During 2010 136 5,594

Derivative financial instruments - liabilities:

In 2012 and years following 199 23,808

During 2011 426 8,653

During 2010 425 16,284

1 Reports only to «continued operations».



Note 16 - Trade and other receivables 31.12.10 31.12.09

Trade receivables 76,621 68,990

Other receivables 26,619 16,990

Total 103,240 85,980

In 2010 trade receivables represented 61 sales days (48 in 2009) and the carrying value of trade receivables reflects their fair value at balance sheet closing date.

The credit risk at Group level is controlled by a very rigid policy of granting of credit and the underwriting of credit insu-rance in accordance with the note “Risk management”.

The ageing of trade receivables is as follow: 31.12.10 31.12.09

Not past due 46,856 33,754

Less than 30 days past due 11,641 17,808

Betwen 31 and 90 days past due 8,116 7,840

Betwen 91 and 180 days past due 4,552 3,848

More than 181 days past due 16,751 12,523

87,917 75,773

Write-down -11,296 -6,783

Total 76,621 68,990

Note 17 - Cash and cash equivalents 31.12.10 31.12.09

Cash at bank and on hand 6,623 6,393

Short-term bank deposits 4,555 5,198

Total 11,178 11,591

Note 18 - Share capital 31.12.10 31.12.09

Number of nominal shares without par value 1,355,000 1,355,000

Nominal value 36,600 36,600

Note 19 - Own shares

31.12.10 31.12.09

Number of shares:

Free from specific allocation 3,547 2,481

In k€:

Carrying amount at December 31, 192 139

Market value as at December 31, 178 163

At the end of 2010, the Group held 3,547 shares recorded as a reduction of equity capital.During 2010 there were the purchase of 1,006 own shares.

Note 20 - Net indebtedness 31.12.10 31.12.09

Financial debts 300,638 309,944

Cash and cash equivalents (-) -11,178 -11,592

Net indebtedness 289,460 298,352



20.1. - Financial debts 31.12.10 31.12.09

Long-term finance lease liabilities 33,864 37,295

Long-term debts to credit institutions 123,046 122,707

Other long term financial debts 31,252 30,137

Subtotal (long term) 188,162 190,139

Other long-term no interest bearing debts 325 369

Amount due within 12 months (shown under current liabilities) 4,997 19,132

Other short-term financial debts 107,154 100,304

Total 300,638 309,944

20.2. - Liquidity risk

The financial debt is repayable as follow: 31.12.10 31.12.09

On demand or within one year 112,152 119,436

Between two and five years 173,899 174,128

Beyond five years 14,587 16,380

Total 300,638 309,944

which: The financial lease liabilities are payable as follow:

31.12.10 31.12.09

Total future payments

Unexpired interests expenses


Unexpired interests expenses

Present value


Not later than one year 5,738 1,211 4,527 6,867 1,310 5,557

Between one and five years 23,597 3,405 20,192 25,934 3,851 22,083

Later than five years 14,511 839 13,672 16,430 1,218 15,212

Total 43,847 5,456 38,391 49,232 6,379 42,852

Note 21 - Deferred income

31.12.10 31.12.09

Government grants 684 892

Capital gain on sale lease back operation 8,487 9,548

Other 90 102

TOTAL 9,261 10,542

Maturity:

- Maturity in one year 1,412 1,364

- Maturity in more than one year 7,849 9,178

(1) This value relates only to continuing operations.



Note 22 - Provisions for other liabilities and charges

Taxes Legal claims Other Total 31.12.09

Opening balance 845 1,029 272 2,146 2,205

Provisions reversed during the year 228 - - 228 -

Provisions used during the year - - - - -66

Provisions made during the year -201 -8 -209 -

Other - - - - 8

Closing balance 872 1,029 264 2,165 2,146

from wich non-current provisions 872 1,029 264 2,165 2,146

In 2010 the provisions were maintained at a level similar to that of 2009. 1. The amounts funded for tax risk relate to situations whose interpretation of the application of the tax reference

standadrds is doubtful. In cases, the amounts have already been paid, but awaiting for judicial determination. 2. The provisions for litigation relates to contractual situations for which negotiations are outstanding or in front

of the courts. These provisions relates to several dossiers whose detailed presentation could carry prejudice to the interests of the Group.

These litigations have not know in 2010, significant variations.

Note 23 - Trade and other payables 31.12.10 31.12.09

Trade payables 44,514 29,826

Advances received 402 213

Payroll liabilities and social security 4,660 3,023

Other payables 9,809 8,307

Total 59,385 41,369

Note 24 - Commitments

Pension and retirement benefitsCertain companies within the Group (Agro Sapec, Seteia and Sapec química) grant to their personnel the benefit of a supplementary pension in addition to the statutory pension.

The right to this benefit depends on various conditions: right to the retirement pension and the presence of the worker within the company on the date on which this right becomes due. On the basis of its calculation method, these are “defined benefit” insurances (rather than “guaranteed contribution” insurance).

In 1987, the Group set up a pension fund (SAPEC pension fund) and allocated the capital necessary to finance obliga-tions arising from these rights. The management of this fund is entrusted to an Insurance Company, which, every year on December 31, calculates the volume of the “Commitments for past services” and the capitalisation value of the fund.The companies top up the fund if it falls bellow this value.

In 2008, after a formal demand to the competent authorities the Group decided to liquidate the “pension fund”.At December 31, 2010 this situation has not been fully resolved. The liquidation of the fund will not require additional contributions frol the companies.

Certain employees were transferred for companies from the Group which does not grant these benefits. These employees maintained at the time rights to this add-in of retirement pension and will have a processing identical to those which profit from the Pension fund.Liabilities with these employees amounted to 56,661 € and its completely covered. The Group estimates that this amount does not have significant fluctuation for December 31, 2010.



Note 25 – Other information

a) Off-balance sheet commitments

1.Guaranteesandotherliabilities 31.12.10 31.12.09

Mortgages securities,commercial pledge and others 9,575 9,641

Bank guarantees 40,631 36,341

Other guarantees - 35

Bank guarantees are essentially guarantees granted to secure payment of VAT (customs), the power transmission rights (US/CAN) and bank loans to overseas subsidiaries.

2.AssetspledgedIn 2008, to finance the capital growths of the companies Tharsis and Grupo Naturener, the Group appealed to a medium-term bank financing.As a collateral for the loan, the Group as given up a pledge on the shares of both companies.In 2010, the situation remained unchanged.

b) Employment 31.12.10 31.12.09

Number Costs Number Costs

Employees 784 33,315 799 33,502

c) Transactions with related corporations or peopleThe transactions with related companies are primarily commercial transactions and its negotiated with the normal price of the market.In 2010 the Group did not conclude any significant transactions with connected corporations or people, and no director has been or was interested in a personal capacity at a significant transaction for the Group’s business.

d) Related parties 31.12.10 31.12.09

Other affiliated

companies TOTAL

Other affiliated

companies TOTAL

I. ASSETS 681 681 4,265 4,265

1. Accounts receivables: 681 681 4,265 4,265

1.1. Trade receivables 385 385 988 988

1.2. Other receivables 296 296 3,276 3,276

1.3. Deferred income 0 197 197

II. LIABILITIES 386 386 1,093 1,093

2. Accounts payables: 386 386 1,093 1,093

2.1. Trade payables 154 154 840 840

2.2. Other payables 232 232 253 253

III. TRANSACTIONS WITH OTHER RELATED PARTIES

-110 -110 180 180

1. Sales of goods 404 404

3. Sales of services 483 483 57 57

4. Purchases of services(-) 593 593 386 386

5. Financial income 104 104



e) Auditor’s services fees

31.12.10 31.12.09

Audit services 396 335

Other services 34 28

Total 430 363

Management responsability statement

We hereby that, to the best of our knowledge:

a) the consolidated financial statements prepared in accordance with the accounting rules and the legal requi-rements applicable, give a time and fair view of the assets, liabilities, financial position and profit and loss of company and the undertakings included in the consolidation;

b) the management report includes a fair view of the development and performance of the business for the com-

pany and the undertakings included in the consolidated taken as a whole together with a description of the main risks and uncertainties that they face

Antoine Velge João Sinde Chief Executive Officer Chief Financial Officer



STATUTORY AUDITOR’S REPORT TO THE GENERAL SHAREHOLDERS’ MEETING ON THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY SAPEC SA AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2010 As required by law and the company’s articles of association, we report to you in the context of our appointment as statutory auditor. This report includes our opinion on the consolidated financial statements and the required additional disclosure.

Unqualified opinion on the consolidated financial statementsWe have audited the consolidated financial statements of SAPEC SA and its subsidiaries (the “Group”) as of and for the year ended December 31, 2010, prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, and with the legal and regulatory requirements applicable on quoted companies in Belgium. These consolidated financial statements comprise the consolidated statement of financial position as of December 31, 2010 and the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The total of the conso-lidated statement of financial position amounts to EUR 999.876 (000) and the loss for the year (group share) amounts to EUR 6.109 (000).

The company’s board of directors is responsible for the preparation of the consolidated financial statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial statements 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.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conduc-ted our audit in accordance with the legal requirements applicable in Belgium and with Belgian auditing standards, as issued by the «Institut des Reviseurs d’Entreprises/Instituut der Bedrijfsrevisoren». Those auditing standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

In accordance with the auditing standards referred to above, we have carried out procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The selection of these procedures is a matter for our judgment, as is the assessment of the risk that the consolidated financial statements contain material misstatements, whether due to fraud or error. In making those risk assessments, we have considered the Group’s inter-nal control relating to the preparation and fair presentation of the consolidated financial statements, in order to design audit procedures that were appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. We have also evaluated the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by management, as well as the presentation of the consolidated financial statements taken as a whole. Finally, we have obtained from the board of directors and Group officials the explanations and information necessary for our audit. We believe that the audit evidence we have obtained provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements give a true and fair view of the Group’s net worth and financial posi-tion as of December 31, 2010 and of its results and cash flows for the year then ended in accordance with International Financial Reporting Standards, as adopted by the European Union, and with the legal and regulatory requirements applicable on quoted companies in Belgium.



Additional remarkThe company’s board of directors is responsible for the preparation and content of the management report on the consolidated financial statements.

Our responsibility is to include in our report the following additional remark, which does not have any effect on our opinion on the consolidated financial statements:

− the management report deals with the information required by the law and is consistent with the consolidated financial statements. However, we are not in a position to express an opinion on the description of the principal risks and uncertainties facing the companies included in the consolidation, the state of their affairs, their forecast development or the significant influence of certain events on their future development.

Nevertheless, we can confirm that the information provided is not in obvious contradiction with the information we have acquired in the context of our appointment.

Brussels, April 29, 2011

Mazars Réviseurs d’EntreprisesStatutory AuditorRepresented by

Ph. de Harlez de Deulin


Statutory Accounts

•Balancesheetafterdistribution •Incomestatement •Notes

The statutory annual accounts of Sapec S.A.are presented in summary format.

In accordance with the articles 98 and 100 of the Belgium companies code,the management report of the Board of Directors,

the annual accounts of SAPEC S.A. as well as the Auditor’s Reportwill be filed with the National Bank of Belgium.

SAPEC S.A.500, Avenue Louise

1050 Bruxelles

The statutory auditor’s report is unqualified and certifies that the statutory accounts of SAPEC S.A.for the year ending give the true and fair view of the financial position and results of the Company


statutory aCCounts

Balance Sheet after distributionAssets (in k€) 2010 2009

Non-current assets 51,573 145,440

III. Property, plant and equipment (ann. III) 699 719

A. Land and buildings 648 659

B. Plant, machinery and equipment 10 8

C. Vehicles, furniture and other equipment 38 49

E. Other tangible assets 3 3

IV. Financial assets (ann. IV et V) 50,874 144,721

A. Related companies 50,873 144,720

1. Participating interests 50,873 144,720

C. Other financial assets 1 1

2. Accounts receivable and cash guarantees 1 1

Current assets 43,714 65,611

V. Long-term accounts receivable 28,710 400

B. Other receivables 28,710 400

VII. Trade and other receivables 13,953 63,067

A. Trade receivables 561 2,131

B. Other receivables 13,392 60,936

VIII. Short-term investments (ann. V et VI) 192 479

A. Own shares 192 139

B. Short-term bank deposits 340

IX. Cash at bank and on hand 829 923

X. Prepaid income and deferred expenses (ann. VII) 30 742

TOTAL ASSETS 95,287 211,051

73

statutory aCCounts


Liabilities (in k€) 2010 2009

Equity capital 68,844 68,504

I. Equity capital (ann. VIII) 36,600 36,600

A. Issued capital 36,600 36,600

II. Share premium 7,127 7,127

IV. Reserves 4,727 4,674

A. Legal reserve 3,660 3,660

B. Unavailable reserves 192 139

1. For treasury shares 192 139

C. Untaxed reserves 875 875

V. Retained earnings 20,390 20,103

Provisions and deferred taxes 207 207

VII. A. Provisions for liabilities and charges 207 207

2. Fiscal charges 198 198

4. Other liabilities and charges (ann. IX) 9 9

Liabilities 26,236 142,340

VIII. Non-current liabilities (ann. X) 17,524 104,421

A. Long-term interest bearing borrowings 17,524 104,421

3. Credit institutions 400 101,600

5. Other loans 17,124 2,821

IX. Current liabilities (ann. X) 8,476 37,110

A. Instalment of medium/long-term loans due on the year 400 12,650

B. Short-term interest bearing borrowings 6,500 21,676

1. Credit institutions 6,500 6,500

2. Other loans 15,176

C. Trade and other payables 393 306

1. Trade payables 393 306

E. Payroll liabilities, taxes and social security 56 52

1. Taxes - -

2. Remuneration and social security charges 56 52

F. Other payables 1,127 2,426

X. Deferred income and accrued expenses (ann. XI) 236 809

EQUITY AND TOTAL LIABILITIES 95,287 211,051


statutory aCCounts

Income statement (in k€)2010 2009

I. Sales and services 1,389 1,196

A. Revenue (ann. XII, A) 1,009 814

D. Other operating income (ann. XII, B) 380 382

II. Costs of sales and services (2,085) (1,741)

A. Raw materials and goods purchased for resale (908) (732)

1. Sundry goods and services (908) (732)

B. Services and other goods (635) (452)

C. Employee benefits expenses (ann. XII, C2) (490) (462)

D. Depreciation, amortisation and reductions of value on costs of establishment on intangible and tangible assets

(26) (76)

G. Other operating expenses (ann. XII, F) (26) (19)

III. Operating income - -

Operating loss (696) (545)

IV. Investment income 3,476 7,374

A. Income from long-term investments 1,005 4,507

B. Income from current assets 1,804 2,197

C. Other investment income (ann. XIII, A) 667 670

V. Financial expenses (5,456) (6,354)

A. Charges of debts (ann. XIII, B) (4,362) (5,634)

C. Other financial expenses (ann. XIII, D) (1,094) (720)

VI. Income before taxes (2,676) 475

VII. Exceptional income 3,135 1

D. Gains on disposal of tangible and intangible assets 3,135 1

VIII. Exceptional expenses (10)

E. Other exceptional expenses (ann. XIV, B) (10)

IX. Earnings before taxes 449 476

X. Income tax expenses 39

B. Tax related with prior year 39

XI. Profit (loss) for the year 449 515

XIII. Profit of the year to be allocated 449 515

Allocations and withholding (in k€)2010 2009

A. Profit to be allocated 20,552 20,212

1. Profit of the year to be allocated 449 515

2. Profit carried forward from the preceding year 20,103 19,697

C. Profit to be allocated (53) (0)

3. To the other reserves (53)

D. Profit/loss to be carried forward (20,390) (20,103)

1. Profit to be carried forward (20,390) (20,103)

F. Profit to be distributed 109 109

2. Profit to be distributed 109 109

75

statutory aCCounts


A SHAREHOLDER’S EQUITY (in k€) Amounts Number of shares

1. Issued capital

1.1. At the end of previous year 36,600 -

1.2. At the end of current year 36,600 -

2. Structure

2.1. Classes of ordinary shares:

Ordinary shares - 1,355,000

2.2. Registered shares - 1,355,000

Nominal - 950,176

Bearer - 404,824

B. SHAREHOLDER STRUCTURE (art. 4 §2 of the law of March 2, 1989)

OWNERSHIP DECLARATIONS

Dénominateur:Shares

1,355,000% held

by the entity

Declaration of 18/02/2008

1. Sub-group 1 together sub-group 2 acting in concert with sub-groups 3 and 4

FINANCIERE FREDERIC JACOBS S.A., Brussels 113,661 8.39%

Total sub-group 1 113,661 8.39%

2. Sub-group 2 together sub-group 2 acting in concert with sub-groups 3 and 4

SOCLINPAR S.A., Luxembourg 17,969 1.33%

LUSO HISPANIC INVESTMENT LHI S.A., Luxembourg 610,973 45.09%


3. Sub-group 3 acting in concert with sub-groups 1, 2 and 4

BES INVESTIMENTO S.A, Lisbon 14,179 1.05%


4. Sub-group 4 acting in concert with sub-groups 1, 2 and 3

COBEPA S.A., Brussels 204,950 15.12%


Total sub-group 1, 2, 3 and 4 961,732 70.98%

Declaration of 12/11/2008

Alcatel Bell pension funds 51,412 3.79%


statutory aCCounts

Evaluation rules1. The start-up costs and the intangible assets are entered at their acquisition value and are amortized over 3 to 5 years.

They are withdrawn from the inventory as soon as they are fully amortized.

2. The tangible assets are entered at their acquisition value and depreciated according to the rates and methods autho-rised by the tax regulations following a linear method whose duration depends on the nature of the fixed assets (for example, head office building: 33 years, office equipment: 5 years, etc.).

3. The assets and liabilities of the branch are converted according to the monetary/non-monetary method laid down by the Accounting Standards Commission CNC (Commission des Normes Comptables).

4. The financial assets are evaluated at their acquisition value. Impairment losses are applied in the event of sustain-able losses or write-downs. The provisions for the write-down of securities are evaluated security by security on the basis of the carrying amount and approved by the Board of Directors.

5. The accounts receivable in EUR are entered at their nominal value. Impairment losses are exercised on the accounts receivable that are considered to be written off. A provision for bad debts hedges potential losses.

6. The debts in EUR are entered at their nominal value.

7. Short-term investments are evaluated at their acquisition value and the depreciations are calculated on the basis of the rate in force at the close of the period.

8. The provisions for liabilities and charges are set up at the close of each period to hedge any liabilities and losses for the year or prior years, subject to the agreement of the Board of Directors. These provisions are recovered in the results if they have not been used.

9. Assets, accounts receivable, debts and commitments in currencies: currency transactions are converted into EUR at the rate in force at the time of the transaction or, in the event of specific hedging, at the rate of the hedging tran-saction.

The monetary assets and liabilities are reevaluated at the closing rate and the conversion differences that result from them are recognised in the income statement.

Comments on the annual accounts (in k€)

ASSETS

NOTE 1 - FINANCIAL ASSETS

• Thefinancialholdingsinassociatedcompanies(50,873)arebrokendownasfollows:

- Sapec Portugal 48,120 - Interpec Iberica 1,410 - Energia Limpia Invest 1,000 - Sapec Finance 160 - Société d’Alosnos 61 - Nueva Zarza 61 - Nuevo Corrales 61 50,873

77

statutory aCCounts


The Iberia Reinsurance Company was liquidated in January 2010. This liquidation has allowed a gain of 3.1 millions €Tharsis shares were transferred to the new company Energia LimpiaAt the end of the year, the company created a subsidiary, Energia Limpia Invest, SL (a spanish company) for which were transferred all the assets and liabilities that were included on its balance sheet concerning their interest in the renewable energies sector.With this operation, the new company records in its assets the shares representing the share of Sapec in the capital on Grupo Tharsis S.L., and receivables on this company and at liabilities the bank loan obtained from Banco Espírito Santo, contracted for the capital increase of Tharsis/ Grupo Naturener.The transfer of this debt has had the agreement of the bank during the first quarter of 2011, and the details of contracts are being defined.

NOTE 2 - LONG-TERM ACCOUNTS RECEIVABLEThe «other accounts receivable » includes: - Sapec Agro Espagne 400 - Tradecorp 2,700 - Interpec Iberica 750 - Energia Limpia Invest 24,860 28,710NOTE 3 - TRADE AND OTHER RECEIVABLESThe «other short-term investments » includes:accounts receivable from the group’s companies - Sapec Portugal SGPS 4,287 - Sapec Agro 597 - Sapec Agro Espagne 2,600 - Tradecorp 5,643 - Others 83 13,210 Tax adjustments & recovery of fiscal provision 182 Total 13,392

It is mainly the financing of subsidiaries by issuing medium-term borrowing and bank loans

NOTE 4 - CASH AND CASH EQUIVALENTSAt December 31, 2010 the company held 3,547 own shares.

LIABILITIES

NOTE 5 - LONG-TERM BEARING BORROWINGSThis balance includes the remains of a loan for 400 k € to be paid in 2012 and an advance of our subsidiary Sapec Finance NOTE 6 - DEBTS Current liabilitiesThese debts amounted to 8,476 k€ compared with 37,110 k€ in 2009, decreased by 28,634 k€.The installment of medium/long-term loans due on the year comprises the investment credit payable in 2011The use of commercial paper in the Belgian capital market was halted during the year 2010

The “Other payables» item down as follows: - Dividends due on prior year 82 - Director emoluments for the year 109 - Other 936 1,127


statutory aCCounts

INCOME STATEMENT

NOTE 7 - FINANCIAL EXPENSESFinancial expenses consist of interest on charge on borrowings as follows:

- Bank loans 3,835 - Commercial paper 47 - Other loans 37 - Prorata expenses on bond issues 11 - charges on subsidiary credit 437 - Commission : credit opening guarantee 728 - Interest/premium with operations coverage IRS 355

The balance (6) refers to various financial charges, including the charges with the stock exchange listing, the payment of coupons and custodial fees.

NOTE 8 - DIVIDENDSDividends were received from Sapec SGPS ans Sapac Finance.

ANNUAL REPORT 2010


Table of contents

Mission Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Key figures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Board of directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Financial timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Evolution of the share price . . . . . . . . . . . . . . . . . . . . . 5

Corporate Governance Statement . . . . . . . . . . . . . . . 6

Group’s Businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Key figures by business contribution . . . . . . . . . . . . 20

Key figures by geographic areas contribution . . . . . . 21

Management Report of the Board

of Directors . . . . . . . . . . . . . . . . . . . . . . . . .24

• Crop protection sector . . . . . . . . . . . . . . . . . . . 25

• Crop nutrition sector . . . . . . . . . . . . . . . . . . . . . 26

• Chemical products and environment . . . . . . . 27

• Agro commodities distribution sector . . . . . . . 29

• Logistics sector . . . . . . . . . . . . . . . . . . . . . . . . . 30

• Renewable energy sector . . . . . . . . . . . . . . . . . 31

• Real estate and other . . . . . . . . . . . . . . . . . . . . 32

• Comments on the concolidated financial

statements . . . . . . . . . . . . . . . . . . . . . . . . . . 33

• Developments during the first quarter

of 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

• Profit to be distributed . . . . . . . . . . . . . . . . . . . 35

• Appointments . . . . . . . . . . . . . . . . . . . . . . . . . . 35

Consolidated figures . . . . . . . . . . . . . . . . . . . . . .37

• Consolidated income statement . . . . . . . . . . . 39

• Consolidated balance sheet . . . . . . . . . . . . . . . 40

• Consolidated statement of cash flow . . . . . . . 42

• Consolidated statement of changes in equity . . 43

• IFRS accounting policies . . . . . . . . . . . . . . . . . . 44

• Notes to the consolidated financial

statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

Statutory Accounts . . . . . . . . . . . . . . . . . . . . . . .71

• Balance sheet after distribution . . . . . . . . . . . . 72

• Income statement . . . . . . . . . . . . . . . . . . . . . . . 74


How to contact us?

Sapec S.A.500 Avenue Louise, b. 61050 BrusselsTel.: + 32 (0)2 513 92 58Fax: + 32 (0)2 512 20 90E-mail : [email protected] : www.sapec.beRPM Bruxelles - BE 0403 085 280

Investor relations and financial [email protected] VelgeEric van Innis

Published byAntoine VelgeTel. : + 32 (0)2 513 92 58Fax : + 32 (0)2 512 20 90

Annual reportCe rapport annuel est également disponible en français

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