Annual Report 2000

Groupe Bruxelles Lambert S.A.

cover gbl ENG def 20/06/01 11:13 Page 1

Contents

Management report

Key figures 2

Message to shareholders 4

Highlights 5

GBL organisation chart 7

Shareholder information 8

Financial report 10

Corporate governance 12

Investment holding structure 17

Investments as at 31 December 2000 19

RTL Group 20

Bertelsmann 24

Total Fina Elf 26

Suez Lyonnaise des Eaux 30

Imerys 34

Rhodia 38

Accounts as at 31 December 2000 43

Economic summary 44

Consolidated accounts 51

Annual accounts 79

Glossary 92

For further information 95

cover gbl ENG def 20/06/01 11:13 Page 2

GBL’s primary objective is to create value for its

shareholders over the medium term.

GBL strives to stimulate and promote the growth of a

valuable and balanced portfolio of industrial investments,

focusing on a small number of first-class companies

operating in a diversified range of sectors in which it is

able to exercise its role as a professional shareholder.

GBL’s dividend policy seeks to achieve a sound balance

between providing an attractive cash yield to shareholders and

achieving sustained growth in the capital value of its shares.

10542-gbl 2000 ENG 20/06/01 11:22 Page 1

Key figures

RTL Group (formerly Audiofina) Total Fina Elf Suez Lyonnaise des Eaux Imerys RhodiaJanuary February March April May June July August September October November December

Share price of investments in 2000

2 GBL Key figures

RTL

Gro

up

35.5

%

Tota

l Fin

a El

f

30.8

%

Suez

Lyo

nnai

se

des

Eaux

23.5

%

Imer

ys5.

0%

Oth

ers

4.7%

Net

cah

Estimated value at 31 December 2000 (EUR 409.98 per GBL share)

0.5%

Audi

ofin

a38

.5%

Tota

lFin

a30

.8%

Suez

Lyo

nnai

se

des

Eaux

25.4

%

Imer

ys7.

4%

Oth

ers

5.0%

Net

cas

h

Estimated value at 31 December 1999(EUR 342.20 per GBL share)

(7.1

%)

250

225

200

175

150

125

100

75

50

10542-gbl 2000 ENG 20/06/01 11:22 Page 2

1996 1997 1998 1999 200075

100

125

150

175

200

225

250

275

300

325

300

275

250

225

200

175

150

125

100

75

Stock market capitalisation(in EUR million)

1996 1997 1998 1999 2000

2,38

1

3,22

9

4,24

0 4,88

6

6,18

1

GBL share price(2/1/96 = 100)

7,000

6,000

5,000

4,000

3,000

2,000

GBL Key figures 3

Consolidated profit (group share) 1996 1997 1998 1999 2000Operating 192.5 189.5 155.0 166.9 204.6Nonoperating 226.2 597.0 727.1 1,111.3 310.3Total 418.7 786.5 882.1 1,278.2 514.9

Total distribution 116.6 126.5 126.1 134.4 141.4

Balance sheetAssetsFixed assets 3,835.2 3,657.7 3,531.3 5,547.8 7,059.8Current assets 871.0 1,813.4 2,538.5 1,634.2 1,237.0LiabilitiesShareholders’ equity 2,198.2 2,908.3 3,599.5 4,886.8 6,231.2Third party interests 1,910.0 1,987.3 1,108.9 1,375.1 925.3Long-term debt 319.4 284.4 377.8 499.9 819.2Short-term debt 259.8 267.6 971.2 408.3 313.3

Stock market capitalisation at 31 December 2,380.6 3,228.8 4,239.6 4,886.4 6,181.3Year-on-year change (in %) + 2.1 + 35.6 + 31.3 + 15.3 + 26.5

Total estimated value at 31 December 3,401.9 4,598.8 5,854.8 8,360.7 10,016.5Year-on-year change (in %) + 17.7 + 35.2 + 27.3 + 42.8 + 19.8

Global data(in EUR million)

10542-gbl 2000 ENG 20/06/01 11:22 Page 3

Ladies and Gentlemen,

Following on a year where media was already in theforeground with the creation of RTL Group through themerger of Audiofina, CLT-UFA and Pearson TV, 2001begins with a new major transaction in the sector.

The GBL group will transfer its 30% interest in RTL Groupto Bertelsmann in exchange for a 25% share in the latter,one of the world’s leading multimedia groups. Thistransaction which is beneficial to RTL Group and thus toall its shareholders, once again demonstrates GBL’scommitment to playing its part in the sectorialconsolidation now underway and to position itself amongselect number of major groups acknowledged as globalleaders in their fields.

Early 2001 is also an appropriate time for GBL to carrythrough a major simplification of its organisationalstructures via its proposed merger with Electrafina.The details of this transaction, which will be submitted toan Extraordinary General Meeting, are stated in thedocuments accompanying this merger proposal.

Financial year 2000 has been a rather favourable one forGBL. On the stock exchange front, the GBL share pricerose by some 30% against a background of stagnation bythe CAC 40 and a fall of around 10% in the BEL 20. Thisperformance reflects both the quality and the diversity ofour portfolio, which held up well in a highly volatileeconomic climate. The share price also reflects anarrowing of the discount on estimated value which,after having touched 50% in the spring, fell back toaround 38% by the end of the year. However, even atthis level it remains high in absolute terms.

The climate of confidence created by a return to growthand falling unemployment figures in Europe wasprogressively eroded by the prospects of a slowdown inthe American economy and the effects of the strong risein oil prices.

The euphoria of the technology, media and telecomssector gave way to a more sober outlook, with traditionaleconomic criteria regaining their rightful place.

All these factors have combined to make the marketsvery nervous, ready to sanction the slightest sign ofweakness and more eager than ever to value companiesoffering quality, size and liquidity.

All our investments have been affected in one way oranother by the volatility of the market, seeing significantvariations in their share prices during the financial year.However, this has not prevented their managementteams from pursuing their policy of consolidation andgrowth.

The creation of RTL Group from the merger betweenAudiofina, CLT-UFA and Pearson TV became a reality thissummer.

Total Fina Elf, which has enjoyed highly favourableeconomic conditions, has concentrated much of itsenergies on integrating the three merged groups.

Suez Lyonnaise des Eaux completed its refocusingprogram started three years ago after the merger withLyonnaise des Eaux, and has committed itself toreinforcing the group’s organisational structure andefficiency.

The course of action we have pursued over the past fewyears, in particular by focusing our portfolio on a smallnumber of first-class groups and pursuing thesimplification of our organisational structures, hascreated significant value and has resulted in a veryattractive total return on their GBL shares for our loyalinvestors.

Albert Frère

4 GBL Message to shareholders

Message to shareholders

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Highlights of 2000

January 2000 Exercise of the first call option on RTL Group (formerlyAudiofina) sharesUnder the terms of an agreement signed in November 1999,GBL acquired 1.2 million RTL Group shares from BNP-Paribas.The remaining options held by GBL cover a further 4.4 millionRTL Group shares at a total price of EUR 238 million andmature in 2001 and 2002.

January - March 2000 Sale of RTL Group shares on the stock exchangeGBL and its subsidiaries sold some 3.2 million RTL Groupshares at favourable market prices, realising a capital gain ofEUR 147 million.

April - July 2000 Creation of RTL Group, jointly controlled by the groupsGBL and BertelsmannAudiofina, CLT-UFA and Pearson TV were merged to form RTL Group. A primary listing on the London Stock Exchangewas obtained on 26 July 2000. RTL Group integrates Europe’snumber one commercial radio and television operator with theworld’s number one independent television productioncompany, and is jointly controlled by BW TV (80% Bertelsmann,20% WAZ) and GBL/Electrafina. 37% of RTL Group’s shares areheld by BW TV and 30% by GBL/Electrafina, with Pearsonholding a further 22%.

July 2000 Sale of GillamSale of the 46.5% holding in Gillam to the American firmFrequency Electronics Inc. for USD 4.5 million.

August 2000Strengthening of Rhodia stakeAcquisition by GBL of 0.6 million shares in Rhodia for EUR 11 million, bringing its total stake in the company to 5.3%on 31 December 2000.

September - November 2000 Sale of Suez Lyonnaise des Eaux and Total Fina Elf shareson the stock exchangeMarginal cut back of these two major holdings in the portfolio,without effect on the nature of our relationship with thecompanies and with the purpose of bolstering the group'sliquidity and improving its room for financial manoeuvres.Sale by Electrafina of the equivalent of 0.1% of Total Fina Elf and 1.0% of Suez Lyonnaise des Eaux. The cash return andcapital gains produced by these transactions totalled EUR 510 million and EUR 98 million respectively in Electrafina's accounts.

October 2000Bonds exchangeable into Suez Lyonnaise des Eaux sharesPrivate placement by Electrafina of EUR 418 million worth ofbonds exchangeable into 2.0 million Suez Lyonnaise des Eauxshares with maturity in August 2004 at the latest and anaverage interest rate of 1 3/8 %. These bonds may be redeemed,at the option of the subscriber, in either cash or shares.

November - December 2000Successive takeover bids on LasmoSigning by Electrafina initially of an irrevocable undertaking,subject to a counterbid at least 10% higher, to bring its 7.3%interest in Lasmo to the mixed public takeover bid (valued at 180 pence per share) launched by the American listed oil group,Amerada Hess. Dropping of the Amerada Hess bid in favour of acounterbid at 200 pence per share from the listed world-statureoil group, ENI.

December 2000 Sale of Cometra Energy (Canada)Sale by Electrafina of its interest in Cometra Energy (Canada)to the American listed group, Vintage Petroleum Inc., forCAD 71 million.

January – December 2000 Gradual strengthening of our presence in Electrafina Investment by GBL in the course of the year of some EUR 155 million in Electrafina, raising ownership of itssubsidiary to 82.8%, from 80.1% on 31 December 1999.

Highlights

GBL Highlights 5

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January – December 2000 Acquisition of own sharesFurther to the authorisation granted by the firm's Annual GeneralMeeting of 30 May 2000, acquisition by GBL in the course of theyear of 2.6% of its own capital, for EUR 170 million.

Events occurring after the end of the financial year

January 2001Sale of Electrafina's share in LasmoContribution by Electrafina of its 7.3 % stake in Lasmo to thecounterbid made in December 2000 by ENI, at the price of200 pence per share. Given the foreign exchange coverstaken, the sale of Lasmo shares provided a cash income of EUR 313 million and will generate a total capital gain of some EUR 100 million in Electrafina’s accounts in 2001.

February – March 2001Swap of GBL/Electrafina's 30% stake in RTL Group for 25%of Bertelsmann, one of the world's leading media groupsSigning of a memorandum of understanding betweenGBL/Electrafina and the Bertelsmann group with a view tointegrating into the latter GBL/Electrafina's 30% interest in RTL Group in exchange for a 25% stake in Bertelsmann.GBL will have the right to request the listing of the Bertelsmannshares at the latest from end 2006 on. In the meantime,GBL will be entitled for a period of maximum 5 years to ayearly preferential dividend of minimum EUR 120 million on its 25 % stake. Subject to receiving necessary regulatory approvals, the partiesexpect this transaction to take effect beginning of July 2001. Multimedia group of world stature, Bertelsmann has some 81,000 employees in 60 countries and a strong presence inpublishing and music, book and music clubs, magazines andnewspapers, television and radio channels, printing and mediaservices, multimedia and professional information.

March 2001 Merger by absorption of GBL by ElectrafinaProposal from the Boards of Directors of GBL and Electrafinato merge the two firms by way of absorption on the basis of aparity of 5 new Electrafina shares for 1 GBL share (after splitting the Electrafina share into 3).Shareholders of both firms are invited to Extraordinary GeneralMeetings on 26 April 2001 to vote on the operation and its terms and conditions.This merger, called for by the financial community andshareholders alike, would again simplify the group'sorganisation chart as pursued for the past several years- and add to its clarity and transparency. Post merger, Electrafina would be renamed Groupe BruxellesLambert, in short GBL.The terms and conditions of this operation are outlined in themerger proposal deposited with the Registry of the BrusselsCommercial Court on 14 March 2001.

6 GBL Highlights

10542-gbl 2000 ENG 20/06/01 11:22 Page 6

As at 31 December 1999 (% of share capital)

( ) % of voting rights(1) Taking into account the acquisition of the entire Audiofina shares held by Paribas (options) and Vivendi(2) 50% interest in CLT-UFA Holding, through which joint control of CLT-UFA is exercised with Bertelsmann

GBL organisation chart

( ) % of voting rights(1) After exercise of RTL Group options (2.8%) with BNP-Paribas(2) Situation as of 14 January 2001

As at 31 December 2000 (% of share capital)

1.3%

Total Fina Elf

Suez Lyonnaisedes Eaux

3.4%

(3.4%)

8.4%

(13.9%)

CLT-UFA

Rhodia

Imerys

80.1%

26.9% (1)

26.0%

(30.5%)

5.1%

50.0% (2)

Audiofina50.8%

5.1%

Electrafina

Total Fina Elf

Suez Lyonnaisedes Eaux

3.2%

(5.9%) (2)

7.3%

(12.8%)Rhodia

Imerys

82.8%

9.3% (1)

26.2%

(34.0%)

5.3%

RTL Group20.4%

7.7%

Electrafina

GBL Organisation chart 7

10542-gbl 2000 ENG 20/06/01 11:22 Page 7

Financial calendar 2001 – 2002

The proposal to merge GBL and Electrafina will be submitted tothe Extraordinary General Meetings to be held on 26 April 2001.In view of this fact, it has been deemed appropriate to hold theAnnual General Meeting early on this same date rather than onthe scheduled date of 29 May 2001 (as per the Company’smemorandum and Articles of Association), in order to enablethe Extraordinary General Meeting to vote on the mergerproposal on the basis of approved annual accounts. During this Extraordinary General Meeting, shareholders willalso be called upon to vote on a proposal to amend the Articlesof Association bringing forward the date of the Annual GeneralMeeting to the fourth week of April each year. The Board of Directors does not anticipate any other changesto the principles of the financial calendar applicable to date foreither GBL or Electrafina: publication of quarterly results beingscheduled for early May and early November, and interimresults in September. The 2000 dividend is scheduled to be payable on 19 June 2001.

Shareholder structure as at 31 December 2000 (in %)

GBL shares

GBL shares are traded on the Brussels Stock Exchange primarymarket and also on the Luxembourg, Amsterdam and ParisStock Exchanges (an application for the shares to be delistedfrom the Paris Stock Exchange has been made). Key liquidityindicators on the Brussels Stock Exchange for the last fiveyears are as follows:

In accordance with stock exchange rules, GBL shares havebeen included in the BEL 20 index for several years and in2000 they were included in the Euronext 100 index, whichreflects the performance of the future combined market of theParis, Amsterdam and Brussels Stock Exchanges.

Dividend

Before voting on the proposed merger between GBL andElectrafina, the Extraordinary General Meeting to be held on 26 April 2001 will be asked to vote on the proposed dividendfor the 2000 financial year, i.e. propose a gross dividend ofEUR 6.00 per GBL share, up 9% compared to the 1999 grossdividend of EUR 5.50 per share, equivalent to:• EUR 4.50 net per share• EUR 5.10 net per share accompanied by a VVPR strip.

The total dividend to be paid on this basis will be EUR 141.4 millionin view of the fact that the proposal submitted by the Board ofDirectors relates to the 23,560,006 shares remaining after themerger, which will result in the cancellation of 872,019 sharesheld directly by GBL. The terms and conditions of payment ofthe dividend are stated in the documents accompanying themerger proposal. Broadly, the merged company will pay thesedividends which, taking into account the rate of exchange ofthe shares (1 GBL share for 5 new Electrafina shares), will beequivalent to EUR 1.20 gross per share, EUR 0.90 net pershare and EUR 1.02 net per share accompanied by a VVPRstrip. The net dividend will be payable from 19 June 2001 bycheque or bank transfer to registered shareholders, or onpresentation of coupon no. 1 detached from the new sharecertificates to be issued by the merged companies at branchesof the following banks:• in Belgium: Banque Bruxelles Lambert• in France: ING Bank (France)• in the Grand Duchy of Luxembourg: Crédit Européen

Luxembourg• in The Netherlands: ING

Shareholder information

1996 1997 1998 1999 2000Volume traded (in EUR billion) 0.3 0.7 1.1 1.3 2.0Number of shares traded (in thousand) 3,988 3,752 6,386 7,248 8,044Average number of shares traded per day 15,952 15,008 25,546 28,763 32,048Percentage of capital traded on the stock market (in %) 17.0 15.4 26.1 29.7 32.9

Pargesa group

Held by GBL

Float

8 GBL Shareholder information

37.7%

7.7%

54.6%

10542-gbl 2000 ENG 20/06/01 11:22 Page 8

GBL Shareholder information 9

1996 1997 1998 1999 2000Consolidated profit (group share, in EUR)

Operating 8.18 7.93 6.38 6.83 8.37Total 17.80 32.90 36.30 52.32 21.07Dividends (in EUR)

Gross dividend 4.96 5.21 5.35 5.50 6.00Net dividend 3.72 3.90 4.02 4.13 4.50Net VVPR dividend 4.21 4.42 4.55 4.68 5.10Pay-out ratio (in %)

Dividend / operating profit 60.6 65.6 83.9 80.5 71.7Dividend / total profit 27.9 15.8 14.7 10.5 28.5Share price (in EUR)

as at 31 December 101.26 132.87 173.53 200.00 253.00maximum 106.59 152.70 215.92 208.00 310.00minimum 91.22 99.65 126.43 155.60 183.00annual average 99.43 133.29 164.30 173.03 256.25

Gross return (in %)

Dividend / average share price 5.0 3.9 3.3 3.2 2.3Gross annual return (in %) 7.0 36.1 34.5 18.3 29.3Estimated value as at 31 December (in EUR) 144.72 178.36 239.64 342.20 409.98Discount as at 31 December (in %) 30.0 25.5 27.6 41.6 38.3Weighting in BEL 20 (in %) 2.4 2.6 3.6 4.4 6.0Capital traded on stock exchange (in %) 17.0 15.4 26.1 29.7 32.9Number of shares in issue 23,508,759 24,299,940 24,432,025 24,432,025 24,432,025Number of warrants in issue 2,274,819 1,483,638 0 0 0Weighted average number of shares 23,508,679 23,903,200 24,300,659 24,432,025 24,432,025

Key figures per shareShareholder information: Marc Desclez - Tel: +32-2-547.24.28 - Fax: +32-2-547.22.85 - e-mail: mdesclez@gbl.be

Share price and estimated value(in EUR)

1996 1997 1998 1999 2000

101.

26

132.

87 173.

53

200.

00 253.

00

450

400

350

300

250

200

150

100

50

0

Operating profit and gross dividend(in EUR)

1996 1997 1998 1999 2000

8.18

7.93

6.38 6.

83

8.37

144.

72

178.

36 239.

64

342.

20 409.

98

Estimated value Share price Operating profit Gross dividend

4.96 5.21 5.35 5.50 6.

00

10542-gbl 2000 ENG 20/06/01 11:22 Page 9

10 GBL Financial report

Financial report

Results for the year

When analysing the 2000 figures, it is important to note thatthe creation of RTL Group has resulted in the globalconsolidation of Audiofina and its subsidiaries being replacedas of 1 July 2000 by the equity accounting of RTL Groupsecond half results.

GBL recorded a net operating profit of EUR 205 million for the2000 financial year (EUR 8.37 per share), up 23% comparedwith 1999.

The contribution to operating profit by companies consolidatedusing the equity method increased by 44% to EUR 88 million,due mainly to:

• the higher operating profits reported by Imerys and RTL Group;

• the increase in our Audiofina stake prior to the formation ofRTL Group.

Dividends received, up by 66% to EUR 122 million, representmainly GBL’s share of dividends paid by Suez Lyonnaise desEaux and Total Fina Elf.

Total consolidated profit at 31 December 2000 was EUR 515 million (EUR 21.07 per share) compared with EUR 1,278 million (EUR 52.32 per share) in 1999, which wasboosted in particular by the exceptional capital gain realised inrelation to the merger of PetroFina with Total (EUR 977 million).

The EUR 322 million net capital gain realised in 2000 wasgenerated by portfolio transactions, in particular the sale ofRTL Group shares (EUR 147 million), sales on the stockexchange of Suez Lyonnaise des Eaux and Total Fina Elf shares(EUR 74 million), the sale of ING warrants and calls (EUR 56 million) and the reinstatement of amounts written offagainst Lasmo (EUR 22 million).

Estimated value

The net estimated value of GBL as at 31 December 2000 wasEUR 10,017 million (EUR 410 per share), compared withEUR 8,361 million (EUR 342 per share) as at 31 December 1999.This represents a year-on-year rise of some 20%. The share pricerose by 27% over the same period, bringing a slight reduction inthe discount on estimated value to 38.3% at the end of 2000from 41.6% at the end of 1999. A detailed breakdown of theestimated value is given on page 44.

Purchase of GBL shares

The Extraordinary General Meeting held on 26 May 1998 votedunanimously to authorise the Board of Directors, for the firsttime, to buy a maximum of 2,400,000 GBL shares at aminimum price of BEF 3,500 per share (EUR 86.76) and amaximum of BEF 8,000 per share (EUR 198.32) over a periodof 18 months. The Annual General Meetings held on 25 May 1999and 30 May 2000 each renewed this authorisation for a periodof 18 months, authorising the Board of Directors to buy amaximum of 2,443,202 GBL shares as follows:

• in 1999: at a minimum price of EUR 74 per share and amaximum price equal to the highest closing price quoted onthe last 20 trading days plus 10%.

• in 2000: at a minimum price equal to the lowest quotedprice over the past 12 months less 10% and a maximumprice equal to the highest closing price quoted on the last20 trading days plus 10%.

These authorisations were both granted to enable the Board tostabilise the share price, increase market liquidity or increasethe earnings or the estimated value per share by reducing thenumber of shares.

As at 31 December 1999, GBL subsidiary companies BrusselsSecurities and Sagerpar held 249,650 and 999,927 GBLshares respectively, representing 5.1% of its capital. During the2000 financial year, Brussels Securities bought a further622,369 GBL shares (2.6% of its capital) on the stock exchangeat a total cost of EUR 170.4 million (average price of EUR 273.83 per share). Since 31 December 2000, BrusselsSecurities has bought a further 10,559 GBL shares at a costof EUR 2.7 million (average price of EUR 256.62 per share).

In March 2001, GBL bought 872,019 GBL shares from hissubsidiaries at the 13 March 2001 stock exchange closing priceof EUR 305 per share, making a total cost of EUR 266.0 million.Simultaneously with this purchase, an amount equal to its totalcost was transferred from the distributable reserve to theunavailable own share reserve.

10542-gbl 2000 ENG 20/06/01 11:22 Page 10

GBL Financial report 11

As at 22 March 2001, GBL owns 1,882,505 of its own shares(with a par value of EUR 25 per share), representing 7.7% of itscapital, of which:

• 872,019 shares are held directly;

• 999,927 of these shares are reserved as cover for thepotential conversion of the convertible debenture issued inJuly 1998.

As a result of the proposed merger between GBL andElectrafina, the 872,019 shares held directly by GBL will becancelled, whereas the 1,010,486 shares held by Sagerpar andBrussels Securities will be exchanged for 5,052,430 shares ofthe merged entity.

It will be proposed to General Meeting of the merged entitythat will follow the General Meetings of GBL and Electrafinarelative to the merger to renew the authorisation given to theBoard of Directors to purchase the company’s own shares (see point 6 of the agenda of this meeting).

Charitable donations

Our philosophy in respect of charitable donations continues tofocus on donations to three main areas:

• Charitable organisations• Scientific research• Music.

A joint GBL – Electrafina committee meets regularly toconsider the numerous applications received and each case isconsidered individually on its merits.

A total of EUR 0.6 million was shared among 89 beneficiariesin 2000. The main beneficiaries included the King BaudouinFoundation and Brussels 2000.

10542-gbl 2000 ENG 20/06/01 11:22 Page 11

This chapter details the operating and internal control rulesapplied within the company in accordance with therecommendations of the Brussels Stock Exchange and theBanking and Financial Commission on matters of corporategovernance.

Shareholders are reminded that the Extraordinary GeneralMeetings to be held on 26 April 2001 will be asked to vote onthe merger between GBL and Electrafina. Corporategovernance principles to be pursued by the new companyresulting from this merger are stated in the documentsaccompanying this merger proposal. These principles arebased very closely on the rules applied currently.

1. Board of Directors

1.1. Office, main position and term of office of Directors

Chairman and Managing DirectorBaron Frère (1) (2) 2000-2003

Vice-Chairman and DirectorPaul Desmarais (1) 2000-2003Chairman of the Executive Committee of Power Corporation of

Canada

Managing DirectorsGérald Frère (1) (2) 2000-2003

Thierry de Rudder (2) 1999-2002

DirectorsJean-Louis Beffa (3) 1999-2002Chairman and General Manager of Compagnie de Saint-Gobain

Victor Delloye (1) 1999-2002Director and Company Secretary of Compagnie Nationale à

Portefeuille

André Desmarais (1) 1996-2002Chairman and Joint CEO of Power Corporation of Canada

Paul Desmarais Jr (1) 1996-2002Chairman of the Board and Joint CEO of Power Corporation of

Canada

Aimery Langlois-Meurinne (1) 1999-2002Director and General Manager of Pargesa Holding

Michel Plessis-Bélair (1) 1996-2002Vice-Chairman and Head of Financial Services of Power

Corporation of Canada

Gilles Samyn (1) 1999-2002Managing Director of Compagnie Nationale à Portefeuille

Amaury-Daniel de Sèze (4) 2000-2003Chairman of PAI Management

Sheikh Abdulaziz Abdullah Al-Sulaiman (3) 2000-2003Chairman of Rolaco Trading & Contracting

Aldo Vastapane (3) 1999-2002Chairman of Belgian Sky Shops

Honorary Managing DirectorsCount Jean-Pierre de Launoit (5)

Jacques MoulaertEmile Quevrin

Honorary DirectorsLéopold Blampain, Jacques de Bruyn, Count Baudouin duChastel de la Howarderie, Charles Despret, Count de Fels, G. Peter Fleck, Jacques-Henri Gougenheim, Baron Lambert,Count Jean-Jacques de Launoit, Philippe van der Plancke

1.2. Rules covering the appointment of Directors and renewal of term of office

The Company’s memorandum and Articles of Associationspecify that there must be at least three Directors and thatthey shall be elected by the Annual General Meeting for amaximum term of six years.

Directors are currently elected for a maximum term of threeyears, which term may be renewed.

The company continues to pursue its objective of progressivelyreducing the number of board members. Three Directorsresigned during the 2000 financial year and the Board will nowbe composed of only 14 Directors.

Corporate governance

(1) Controlling shareholder’s representative(2) Responsible for day-to-day executive affairs(3) Independent director: independent of the company’s management and dominant shareholders, and with no business relationships capable of influencing the independence of his judgment

other than his remuneration and ownership of shares in the company(4) Other(5) Vice-Chairman and Honorary Managing Director

12 GBL Corporate governance

10542-gbl 2000 ENG 20/06/01 11:22 Page 12

GBL Corporate governance 13

Should a seat fall vacant, the remaining Directors may coopt aDirector to fill this office until the next Annual General Meeting.

Directors are proposed for election to the Annual GeneralMeeting by virtue of their abilities and according to thecompany’s needs. The Board of Directors proposes theirelection on the recommendation of a Nomination andRemuneration Committee.

The company does not have any formal internal rules governingthe exercise of the office of Director.

1.3. Age limits

The Board of Directors has set the maximum age limit for theoffice of Director at 62 years for Managing Directors and 70years for other Directors. However, these limits are notapplicable to the offices of Chairman and Vice-Chairman. TheBoard of Directors is entitled to make exceptions to thesegeneral rules on an individual case basis. An exception of thistype is currently in existence.

1.4. Statutory appointments

Messrs Fahad Al-Rajaan, Didier Bellens and Pierre Scohierresigned their Directorship with effect from 31 January 2000,30 May 2000 and 20 November 2000 respectively.

No Director will reach the end of his term of office at the timeof the 2001 Annual General Meeting.

2. Operation of the Board of Directors

2.1. Authority

The Board of Directors determines the company’s strategicobjectives and puts in place the structures and resourcesneeded to achieve these objectives. It organises themanagement and auditing of the company and reports to theshareholders. The Board of Directors designates Directors withexecutive authority for this purpose.

The Board of Directors examines internal control reports anddetermines any measures which may need to be taken. It isresponsible for preparing the accounts.

2.2. Supervision of day-to-day management

The Board of Directors has appointed three Managing Directors (1)

who are responsible for the day-to-day management of thecompany. The Managing Directors report regularly to the Boardand the various Committees formed within it on the state ofGBL’s affairs, particularly with respect to evolution of itsinvestments, the supervision of subsidiaries and the financialmanagement of the group.

2.3. Monitoring of investments

Since the main activity of the company is to hold a portfolio ofinvestments in a small number of major companies, theseinvestments are reviewed in detail at each Board meeting.

GBL is also represented on the Boards and other executivebodies of each investment.

2.4. Frequency of meetings and decision-making procedure

The Board of Directors meets regularly for purposes includingexamining the accounts, preparing for the Annual GeneralMeeting, adopting the budget, hearing reports from the variousBoard Committees and whenever required by the company’sinterests. Six Board meetings were held in 2000. In addition tothe matters referred to above, the Board deliberated inparticular on the merger of Audiofina, CLT-UFA and Pearson TV.The Board has appointed various Committees from among itsmembers to prepare these matters (see point 3 below). Unlessconvened on matters of urgency, the Directors receiveinformation and documents relating to the items on the agendaprior to the meeting.

Resolutions are passed by the Board of Directors by a simplemajority vote with the majority of its members being present orrepresented. Each Director may mandate another Director torepresent him/her and vote on his/her behalf at a Boardmeeting, although no one Director may represent more thanfour other Directors. Subject to at least half of the Directorsbeing present, Directors may also express their opinions andvote in writing. In the event of the votes for and against aproposal being equal, the Chairman of the meeting shall havethe casting vote.

(1) Formerly four, reduced to three following the resignation of Didier Bellens from his executive duties with effect from 14 March 2000

10542-gbl 2000 ENG 20/06/01 11:22 Page 13

Where permitted by law and the Company’s memorandum andArticles of Association, resolutions may be passed byunanimous mutual consent of the Directors given in writing.This facility was not used during the course of 2000.

The Board pays particular attention to the existence ofpotential conflicts of interest with a Director or a dominantshareholder, and to the implementation of specific procedureslaid down by articles 523 and 524 of the Companies Code.These procedures were not used during the course of 2000.

The rules laid down by the Board for the operation ofCommittees allow their members to call upon experts to assistthem in accomplishing their duties. Other than in suchsituations and those provided for by law, the company has notadopted any specific procedure to enable one or severalDirectors to request the advice of an independent expert. A Director may, however, submit such a request forconsideration by the Board.

2.5. Remuneration

The Company’s memorandum and Articles of Association statethat the Annual General Meeting may grant the Directors feesor attendance allowances, chargeable to overheads. TheNomination and Remuneration Committee formulatesrecommendations on this matter (see point 3.2. below).

Details of remuneration paid to Directors in respect of the2000 financial year are given on page 74.

3. Committees formed by the Board of Directors

3.1. Executive Committee

The Executive Committee is responsible for all matters ofgroup strategy and makes specific recommendations to theBoard of Directors.

The Executive Committee met four times in 2000.

Executive Committee members:

Gérald Frère, ChairmanDidier Bellens (to 14 March 2000)Paul DesmaraisPaul Desmarais Jr.Baron FrèreThierry de RudderGilles SamynPierre Scohier (to 20 November 2000)Amaury-Daniel de Sèze (from 20 November 2000)

3.2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is responsiblefor making recommendations to the Board of Directors on theappointment of non-executive Directors. It also makesrecommendations to the Board of Directors with respect to theremuneration to be awarded to Board and Committeemembers, including Managing Directors. It also advises onremuneration policy for the company as a whole, includingemployee profit-sharing plans.

The Nomination and Remuneration Committee met once in 2000.

Nomination and Remuneration Committee members:

Jacques Moulaert, Chairman (1)

Michel Plessis-BélairGilles SamynPierre Scohier (to 20 November 2000)Aldo Vastapane

3.3. Audit Comittee

The Audit Committee’s role is to support the Board of Directors inits supervisory function, with particular focus on the analysis of:• Parent company and consolidated accounts;• Internal control systems;• Consultation with external auditors to examine the scope of

their work and the conclusions of their audits;• Financial information for distribution to shareholders and

third parties.

The Audit Committee’s responsibilities cover GBL and itsconsolidated subsidiaries.

14 GBL Corporate governance

(1) Honorary Managing Director

10542-gbl 2000 ENG 20/06/01 11:22 Page 14

GBL Corporate governance 15

The Audit Committee’s operation is governed by rules set out bythe Board of Directors. In the performance of its responsibilities,the Audit Committee is entitled to full access to all companyinformation and employees. It may call upon the services ofexternal specialists and invite them to participate in its meetingsif appropriate. The Audit Committee meets at least twice eachyear and reports to the Board on its activities at least once eachyear to seek Board approval of its report.

The Audit Committee is composed of non-executive Directors.It met three times in 2000. The Statutory Auditor was presenton both occasions.

Audit Committee members:

Michel Plessis-BélairGilles SamynPierre Scohier (to 20 November 2000)

4. Executive management

The Board of Directors has appointed three (1) ManagingDirectors to take charge of the company’s executivemanagement and to be responsible for representing thecompany with respect to this management.

A Management Committee meets very regularly to monitor thecompany’s operational activities and examine the managementactions to be taken. The Management Committee is composedof the following members:

Gérald Frère, ChairmanBaron FrèreThierry de RudderPatrick De Vos Esther Jakober Ann Opsomer Olivier Pirotte

For a number of years, the Boards of Directors of GBL andElectrafina have adopted the principle of integratedmanagement of the two companies for obvious reasons ofeconomy and efficiency. The use of a common infrastructuregives both companies maximum access to high-qualityresources for the follow-up of their investments or financial,legal, fiscal and human resources management.

The executive management team is composed of the followingmembers:

Finance Patrick De VosConsolidation and Budget Yves Désiront

Axelle HenryAccounts André HelboTreasury and Investment Portfolio Marc Desclez

Pascal Peigneux

Legal and tax Ann OpsomerLegal Vincent de Dorlodot

(to 1 April 2000)Tax Pascal Reynaerts

Investments and Research Esther JakoberOlivier Pirotte

Marie SkibaHuman Resources, IT and General services Michel Hucklenbroich

Fabienne Prozenko

5. Audit

The Annual General Meeting of 26 May 1998 appointed thefollowing company as Statutory Auditor for a term of threeyears:

DELOITTE & TOUCHE Reviseurs d'Entreprises sccRepresented by Messrs Claude Pourbaix and Michel Denayer

and fixed their annual fee at EUR 34,705.09.

Mr. Claude Pourbaix retired officially on 1 December 2000. Asa result, Deloitte & Touche, Reviseurs d’Entreprises SC s.f.d.SCRL is now represented solely by Mr. Michel Denayer.

The appointment of Deloitte & Touche, Reviseurs d'EntreprisesSC s.f.d. SCRL as Statutory Auditor will expire at the end of theAnnual General Meeting.

A proposal to renew the appointment of Deloitte & Touche,Reviseurs d’Entreprises SC s.f.d. SCRL will be submitted to theExtraordinary General Meetings of shareholders convened tovote on the proposed merger of GBL and Electrafina. This isincluded in the documents accompanying the merger proposal.

(1) Formerly four, reduced to three following the resignation of Didier Bellens from his executive duties with effect from 14 March 2000

10542-gbl 2000 ENG 20/06/01 11:22 Page 15

6. Profit appropriation policy

The profit appropriation policy proposed by the Board ofDirectors aims to maintain a balance between an attractivecash yield to shareholders and achieving sustained growth inestimated value per GBL share; the total dividend level issupported by a recurring flow of operating profits fromconsolidated companies.

7. Relationships with dominant shareholders

Under the terms of an agreement entered into in 1990, thePower and Frère-Bourgeois/CNP groups exercise joint controlvia the Dutch holding company Parjointco, Pargesa HoldingS.A., which controlled 54.6% of GBL’s capital as at 31 December 2000. In September 1996, this agreement, which was entered into for an initial term of 11 years, wasextended until 2014. This agreement does not provide for the formation of specific shareholder Committees.

8. Employee profit-sharing scheme

In 1999, a stock option plan covering 249,650 GBL shares and11,500 Pargesa shares was subscribed by the employees ofGBL and its Belgian subsidiaries and Directors of GBL withpermanent executive duties. The issue of these options formspart of the profit-sharing plan to be operated by GBL and itssubsidiaries for the next ten years, a period which correspondwith the term of the options. The GBL option exercise price was fixed at EUR 163.9 pershare, the quoted price at the close of stock exchange tradingon the day preceding the offer. The Pargesa option exerciseprice was fixed at CHF 2,338.2 per share, the average quotedprice during the 30 days preceding the offer. The terms of theissue complied with the provisions of the Act of 26 March 1999relating to the 1998 Belgian employment action plan, whichlays down rules for various schemes.

16 GBL Corporate governance

10542-gbl 2000 ENG 20/06/01 11:22 Page 16

From April 2000, since the creation of RTL Group (formerlyAudiofina), investments are held either directly by GBL or via itsquoted subsidiary Electrafina.

Electrafina

Electrafina holds substantial interests in the oil sector, in Total Fina Elf, in industrial and municipal waste managementservices through Suez Lyonnaise des Eaux and in theaudiovisual sector via RTL Group.

As at 31 December 2000, Electrafina’s market capitalisationwas EUR 6,157 million and its estimated value (calculated inaccordance with accounting rules comparable to those of GBL,its parent company) was some EUR 9,995 million.

In addition to the major transactions carried out jointly withGBL in the audiovisual sector, Electrafina also continued itsdisposal of non-strategic oil sector investments during the2000 financial year. Cometra Energy (Canada), its Canadian oilsubsidiary, was sold to the quoted American group, VintagePetroleum Inc., for a consideration of CAD 71 million.In particular, Electrafina contributed in January 2001 its 7.3%stake in Lasmo to the counterbid launched by ENI inDecember 2000. This transaction valued Electrafina’s stakein Lasmo at some EUR 313 million.

Electrafina also took advantage of market opportunities duringthe course of 2000 to sell a limited number of shares held inits investment portfolio. This involved the sale of some 0.5 million RTL Group shares (equivalent to 0.3% of its capital),0.8 million Total Fina Elf shares (0.1% of its capital) and 2.0 million Suez Lyonnaise des Eaux shares (1.0% of its capital).

The objective of these marginal disposals was to increasegroup liquidity and expand its financial scope for manoeuvre,and they have no significant effect on the nature ofElectrafina’s relationships with the companies involved.

Electrafina remains the largest shareholder in Suez Lyonnaisedes Eaux group, with 7.3% of its capital and 12.8 % of the votingrights, compared with 8.4% and 13.9% respectively theprevious year. The same comment applies to Total Fina Elf,group where Electrafina holds a 3.2% interest (compared with3.4% at the end of 1999) and now has double the voting rightsat 5.9%.

Electrafina also took advantage of market opportunities duringthe 3rd quarter of 2000 to carry out a EUR 418 million privateplacement of bonds exchangeable for Suez Lyonnaise des Eauxshares. These bonds mature no later than August 2004 andbear interest at an average rate of 13/8%.

These transactions had an impact on Electrafina’s results forthe 2000 financial year, which ended with a consolidated profit(group share) of EUR 340 million, compared with EUR 1,540 million in 1999. In 2000, Electrafina recorded aprofit for the year (group share) of EUR 182 million, comparedwith EUR 143 million in 1999.

On 13 March 2001, GBL and Electrafina announced theirintention to merge the two groups by means of absorption.

The shareholders of both companies will be invited toExtraordinary General Meetings to be held on 26 April 2001and asked to vote on the proposed merger.

This merger, talked about by the financial community andshareholders, will bring a new simplification to the group’sorganisational structure (an aim pursued over the past fewyears) and will further increase its legibility and transparency.

The distinction between the consolidated assets of the parentcompany and its subsidiary have become blurred over theyears (Electrafina now represents over 80% of GBL’s estimatedvalue). Regrouping all the assets within a single entity willfacilitate more efficient management particularly throughoptimising cash flows and financial capacity, while fully aligningthe interests of the two companies’ shareholders.

The merged company is projected to have a marketcapitalisation in excess of each of the two companiesindividually and an increased float on the stock exchange.These factors should prove beneficial to the share’s liquidity, itsinclusion in various indices and thus its quoted price. Inaccordance with stock exchange regulations, the mergedcompany would retain its place in the BEL 20 and Euronext100 indexes.

Investment holding structure

82.8%

Electrafina

GBL

GBL Investment holding structure 17

10542-gbl 2000 ENG 20/06/01 11:22 Page 17

Detailed information relating to the exchange parity, dividendand the new entity is given in the brochure enclosed with thisannual report.

Audiofina

Audiofina, CLT-UFA and Pearson TV were merged on 7 April 2000 to form Europe’s number one integrated audiovisual group. The newentity is called RTL Group and obtained a primary listing on theLondon Stock Exchange on 26 July 2000. RTL Group is jointlycontrolled by BW TV (80% Bertelsmann and 20% WAZ) andGBL/Electrafina. Economically, 37% of RTL Group’s shares are held by BW TV and 30% by GBL/Electrafina. Pearson and the publichold a further 22% and 11% respectively.

18 GBL Investment holding structure

10542-gbl 2000 ENG 20/06/01 11:22 Page 18

RTL Group 20

Bertelsmann 24

TotalFinaElf 26

Suez Lyonnaise des Eaux 30

Imerys 34

Rhodia 38

In the next pages is provided for each operating company:

• a summary of the company’s activities, key events during the year and financial results;

• an organisation chart of the shareholding structure showing the percentage of the company’s shares held as at 31 December 2000;

• a table of key figures showing consolidated financial and operating data or an estimation of this for each company;

• a graph showing the evolution of GBL’s ownership in the company (non fully diluted). The control percentage shown is the percentage of voting rights held. The equity percentage is the weighted interest computed transitively from group holding of that share; this percentage is significant because it reflects the share of results taken for companies consolidated using the equity method;

• a graph showing the company’s profit record. This figure refers to the group share of the net consolidated profit (loss) as published in the operating company’s annual report.

A glossary giving definitions of key words used in this annual report is given on page 92.

Investments as at 31 December 2000

GBL Investments as at 31 December 2000 19

10542-gbl 2000 ENG 20/06/01 11:22 Page 19

RTL Group

Europe’s number one radio and television production and broadcasting group, created from the merger in April 2000 of Audiofina, CLT-UFA and Pearson TV

9.3%*

82.8%

Total FinaElf Suez Lyonnaisedes Eaux RTL Group

Electrafina GBL

Imerys Rhodia

* After exercise of call options on RTL Group (2.8%) with BNP-Paribas in 2001 and 2002

20.4%

10542-gbl 2000 ENG 20/06/01 11:23 Page 20

Creation of RTL Group

RTL Group, Europe’s number one radio and televisionproduction and broadcasting group, was created in 2000. Themerger of Audiofina, CLT-UFA and Pearson TV was announcedon 7 April 2000 after the dual control structure of CLT-UFA wasreplaced by a single management structure led by the CEODidier Bellens. This transaction was finalised after the receiptof approval from the European Commission and the LondonStock Exchange authorities (30 June) and Audiofina’s namewas changed to RTL Group. As at 31 December 2000, GBLheld a 30% stake in RTL Group, with Bertelsmann/WAZ holding37%, Pearson plc 22% and 11% remaining in the hands of thepublic. In addition to its listings on the Brussels andLuxembourg stock exchanges, RTL Group has been listed onthe London Stock Exchange since 26 July 2000.

This merger is the fruit of a consistent ongoing strategy.Following Audiofina’s sale of 45% of German pay-TV channelPremiere in 1999 and the subsequent sale of its remaining 5%shareholding at the end of 2000, Audiofina (CLT-UFA) set outto achieve the objective of extending the scope of theiractivities by increasing their shareholdings in existing freetelevision channels, expanding content activities and movinginto new countries.

RTL Group’s four pillars of activity have been confirmed astelevision, content, radio and new media. The acquisition ofPearson TV has complemented this strategy and added valueto the group:• by bringing it a majority shareholding in Channel 5, • by expanding its position in the content sector through the

addition of global-scale television production companies,• by gaining access to the southern European market via the

acquisition of a stake in Spanish TV channel Antena 3.

Key events of 2000

2000 was an excellent year for RTL Group. A new rise inadvertising expenditure enabled established televisionchannels to increase their profitability and new channels toachieve profitable status. The development of the familyconcept in each market uses crossover advertising to promotevertical integration between content, radio and televisionbroadcasting and the Internet.

This approach has proved highly successful in Germany, France,Belgium and The Netherlands.

In the fragmented German market, implementation of the familyconcept contributed to continuing growth. In 2000, theacquisition of the 49.9% share of Vox held by Canal + raised thegroup’s stake to 99.7%. This move complemented the family offour television channels under the management of RTL Televisionand the sole agency IP, the group’s advertising sales agency.Continuing its strategy of buying up minority shareholdings, RTL Group also acquired the 11% stake in RTL Television held byBertelsmann, thus raising its stake to 100%.Further pursuing its strategy of taking control within the limitsauthorised by local legislation, RTL Group also strengthened itsposition in France by the acquisition of an additional 1.99%shareholding in M6, bringing its stake in the number 2 privatetelevision channel in France to 42.3%.

In the Dutch market, RTL Group acquired the 35% remainingshareholding in HMG (Holland Media Groep) needed to give it100% ownership. Consequently, it was able to implement fullythe family concept across the RTL 4, RTL 5, Nieuws & Weer andVeronica television channels. In this extremely competitivemarket, RTL Group succeeded in reversing the falling profitabilitytrend and, thanks also to a management change, initial resultsare encouraging. HMG has now returned to profitability.A joint venture between Pearson TV and HMG to create atelevision production company in The Netherlands should helpthis positive trend to prove even more beneficial in 2001.

In the United Kingdom, where the merger with Pearson TV raisedRTL Group’s stake in Channel 5 to 65%, Channel 5 improved itsaudience indices and its technical coverage.

In Hungary, RTL Klub increased both its audience and itsadvertising market share, and became profitable for the firsttime in 2000. However, RTL 7’s position in Poland still remainsdifficult.

RTL Group continued its growth in southern Europe through thesuccessful television channel Antena 3. In addition to a 16.23%stake acquired through the merger with Pearson TV, the groupacquired a further 1% to bring its present interest to 17%.Pearson TV, which now includes the content division of RTLGroup, produces more than 160 programmes and managesproduction companies in 35 countries. Its format libraryincludes Family Feud, Greed and The Price is Right.

The new media, the group’s fourth pillar, also benefited fromthe merger by exploiting the complementarity of the Internet,television and radio in different markets.

GBL RTL Group 21

10542-gbl 2000 ENG 20/06/01 11:26 Page 21

0

20

40

60

80

100

120

0 20 40 60 80 100

120

The 75 Internetsites bearing the company’s brand in Europerecorded hits on some 250 million pages per month andattracts 3.9 million unique visitors, making RTL Group one ofEurope’s leading online players. The creation of the number onepan-European Internet advertising sales agency, IP Web.net,optimises the group’s position in the revenue-generating sectors ofe-commerce and Internet advertising sales. Investments of EUR 60 million in 2000 place RTL Group in second position in the European Net economy, behind Vivendi.

In conclusion, RTL Group’s firm position in its core activitiesrests on its truly pan-European structure, a risk-limiting spreadof activities, its strength in its key markets, a high potential andgrowth in new markets and countries and the strong, durablebrands owned by its operating companies.

Financial report (pro forma figures taking into account the merger of Audiofina, CLT-UFA and

Pearson TV on 1 January 1999)

Turnover increased by 14.3% to EUR 4,044 million in 2000.Stripping out the effect of further acquisitions made during theyear (Vox, Talkback, M6 and Channel 5), the like-for-likeincrease was 6.7%.

Operating margin (EBITA/sales) rose by 11.4% to 14.4%between 1999 and 2000, thanks to higher profitability reportedby the group’s longest-established television channels,particularly RTL Television and RTL II in Germany, M6 in France,RTL TVi in Belgium and HMG in The Netherlands. Profitabilityalso rose due to the break-even reported by RTL Klub inHungary and reduced losses by both Vox in Germany andChannel 5 in England. RTL 7 in Poland is the only group’stelevision channel which did not improve its loss-makingfigures in 2000.

Capital gains from shareholding disposals fell substantially in2000 after a 1999 figure which was boosted by the disposal of45% of Premiere. Acquisitions depressed the net financial profitfigure in 2000, and took the group into a net debt situation.Net profit for the year fell from EUR 170 million in 1999 to EUR 67 million in 2000, with the fall in extraordinary itemsbeing partially counterbalanced by the rise in operating profit.

At the Annual General Meeting to be held on 18 April 2001, theBoard of Directors will recommend the distribution of adividend of EUR 0.85 per share.

22 GBL RTL Group

35.5

%

Contribution to GBL estimated value

EUR 3,552 million (Audiofina for EUR 3,215 million in 1999)

Contribution of RTL Group to GBL estimated valueand profit

At EUR 3,552 million, up 10% compared with its 31 December 1999value of EUR 3,215 million, GBL’s interest in RTL Grouprepresented 35% of GBL’s estimated value as at 31 December 2000.In particular, this year-on-year rise reflects the combinedeffects of the 17% rise in RTL Group’s share price during the2000 financial year, GBL’s higher interest in the share capital of its subsidiary Electrafina over the year and the sale of some3.2 million RTL Group shares by GBL and its subsidiaries in 2000.

RTL Group’s contribution to GBL’s current profit for the 2000financial year was also 35%, compared with 15% in 1999. Thisrise resulted mainly from the higher operating profit reportedby CLT-UFA/RTL Group from one year to the other.

34.9

%

Contribution to GBL operating profit

EUR 71.3 million (EUR 25.6 million in 1999)

10542-gbl 2000 ENG 20/06/01 11:26 Page 22

Financial data (pro forma) 1999 2000(in EUR million)

Shareholders’ equity 7,224 7,268EBITA (earnings before interest, taxes and amortisation) 429 555Profit 170 67(in EUR)

Earnings per share 1.08 0.42Gross dividend per share 0.75 0.85Number of shares in issue 154,787,554 154,787,554Group share (in %) 50.0 (1) 26.9(2)

Operating data (pro forma)(in EUR million)

Turnover 3,539 4,044Cash flow 393 (791)Employees (in unit) 4,937 6,930

(1) Group share of CLT-UFA(2) Before taking into account the 2.8 % RTL Group options held by BNP-Paribas

RTL Group financial communication: Bruno ChauvatTel.: +352-42-142.40.70 - Fax: +352-42-142.40.88 - e-mail: bruno.chauvat@rtlgroup.comWebsite: http://www.rtlgroup.com

RTL Group

Percentage holding(in %)

1998 1999 2000

50.0

33.2

23.4

Control Equity interest

19.4

50.0

26.9

Profit(in EUR million)

1998 1999 2000pro forma pro forma

170

GBL RTL Group 23

67

10542-gbl 2000 ENG 20/06/01 11:26 Page 23

Bertelsmann

24 GBL Bertelsmann

As this annual report goes to press, the actual exchange of RTL Group/Bertelsmann shares is still subject to receipt of thenecessary authorisations from the official bodies involved.

Bertelsmann is a global media group employing some 81,000people in 60 countries. The group is composed of companiesoperating in the fields of publishing, music, book and musicclubs, magazines, newspapers, television and radio channels,printing and media services, multimedia and professionalinformation.

Bertelsmann reported a turnover of EUR 16.5 billion, an EBITA ofEUR 1.8 billion and a net profit (including third party interests) ofEUR 672 million for the financial year closed on 30 June 2000.

Turnover on 30 June 2000

By activity

By region

Bertelsmann reorganised its structure in early 2001, and itsactivities are now centred around 3 business units: content,media services and the direct group.

1. Content

Random HouseRandom House covers Bertelsmann worldwide book publishingactivities. It includes the world’s largest publisher of mass-market books in English, The Random House Group, which hashad 145 titles included in the New York Times best-sellers list(including books by renowned author Michael Crichton).Random House is also a leading publisher in the German andSpanish language markets.

BMGBMG Entertainment (audio and video recording andproduction, distribution and direct marketing) forms part of thecontent division and represents by far the largest part ofBMG’s business. It is one of the 5 dominant players in theglobal record market, with a 12% market share, and is thenumber one singles distributor in the USA.

Multimedia3%

Books25%

Gruner & Jahr17%

BMG28%

Arvato13%

RTL Group10%

BertelsmannSpringer4%

Others7%

Germany31%

Rest of Europe29%

USA33%

Media Services

• Printing

• Services

• IT

Direct Group

• Book and music clubs

• e-commerce and Internet

Content

• Random House (book publishing)

• BMG (music)

• Gruner & Jahr (magazines and periodicals)

• RTL Group

• Bertelsmann Springer (trade publications)

10542-gbl 2000 ENG 20/06/01 11:26 Page 24

BMG owns over 200 recording labels (including Arista, RCA,Ariola and BMG) and its list of artists includes numerousworldwide stars such as Santana, Puff Daddy, Toni Braxton,Whitney Houston and Annie Lenox. BMG has more than 30Internetsites working to develop its brands.

Gruner & JahrGruner & Jahr (G & J), 74.9% owned by BAG and 25.1% ownedby the Jahr family, is the largest European magazine publisher,with more than 100 magazines and periodical titles publishedin 14 countries. Its best-selling titles include TV Today, Stern,Gala, Brigitte and Geo. The group regularly launches new titles,such as the European edition of National Geographic in 1999,the Financial Times Deutschland as a joint venture withPearson in 2000, both of which have proved very successful.G & J is Germany’s number one mass-market magazinepublisher. In France, the local G & J subsidiary, Prisma Presse,is no. 2 in a highly competitive market. In Germany, 42% of themarket is accounted for by subscriptions, a financiallyattractive formula which gives G & J access to a significantdatabase for advertisers and e-commerce developments.Bertelsmann was one of the first to use the Internet to developits titles.

RTL GroupFollowing the merger of Audiofina, CLT-UFA and Pearson TVannounced on 7 April 2000 and before the GBL contribution toBertelsmann, 37% of RTL Group’s shares are held by BW TV (80% subsidiary of Bertelsmann and 20% of WAZ), 22% byPearson Plc and 30% by GBL.

RTL Group is Europe’s number one integrated television, radioand content group.

Bertelsmann SpringerBertelsmann Springer publishes some 700 magazines andprofessional journals, technical journals and books, CD-Rom, provides online services and databases, organisesseminars, industrial trade fairs and conferences in the STM(science, technology and medicine) sector. It also providesbusiness-to-business services in the construction andtransport sectors.

2. Media Services

ArvatoArvato is an international supplier of media services tospecifically targeted markets. Arvato’s activities includeprinting, IT services, multimedia and specific publications.The group uses the world’s most sophisticated offset printingmachinery.

Media Services cover all the other Bertelsmann group printingactivities and IT services, plus Storage Media/Sonopress(a division of BMG which includes special CD and DVDproduction, assembly and digital distribution, ...).

3. Direct Group

The Direct Group division was created in 2000 as part of arestructuring of Bertelsmann’s business activities. The newstructure will be fully operational in the spring of 2001. Thisnew division will cover all the former Multimedia and e-commerce sector activities, plus book and music clubactivities.

Bertelsmann was the inventor of the “book and music club”concept, which now has some 40 million members. One ofthe division’s objectives is to transform all its members intoonline users.

Bertelsmann created BOL in February 1999. Since BOL hasbecome one of the world’s largest book and CD retailingwebsites, accessible in several languages in 15 countries,which over 2 million registered customers. Bertelsmann alsoacquired 36.2% of Barnes & Noble.com in 1998 and 100% ofCD Now (a USA online CD retailer with 4.8 million customers)in 2000. It has also set up a joint venture with Lycos (whichhas since become Terra-Lycos) to form Lycos Europe.Bertelsmann indirectly holds 19.3% of Lycos Europe, whichattracts more than 6 million users in Europe. Bertelsmann alsoholds 58% of Pixelpark, which obtained a listing on the NeuerMarkt in 1999 and provides Internet strategic consultancyservices.

These e-commerce activities and strategic alliances giveBertelsmann access to a potential market of 200 million users.

GBL Bertelsmann 25

For further information and/or a copy of the Bertelsmann annual report, please visit the Bertelsmann website (http://www.bertelsmann.com)

10542-gbl 2000 ENG 20/06/01 11:26 Page 25

Total FinaElf

Total Fina Elf is a world-scale oil and gas group and a major player in the chemicals sector, created from the successive mergers of Total, PetroFina and Elf Aquitaine

82.8%

TotalFinaElf Suez Lyonnaise des Eaux RTL Group

Electrafina GBL

Imerys Rhodia

* 5.9% of voting rights as of 14 January 2001

3.2%*

10542-gbl 2000 ENG 20/06/01 11:26 Page 26

Activities

With operations in over 100 countries, Total Fina Elf is a worldoil and gas group and a major player in the chemicals sector.Total Fina Elf ’s activities cover the entire petroleum chain, fromthe upstream (exploration, development and production)through to downstream (transport, international trading,refining and distribution).

Upstream, Total Fina Elf’s hydrocarbon production, one of thefastest-growing in the industry, stands currently at slightly over2.1 million barrels of oil equivalent per day, backed by provenreserves in excess of 10 billion barrels of oil equivalent and ahighly diversified asset portfolio.

Downstream in refining and distribution, Total Fina Elf is thelargest group in Europe, with 2.5 million barrels per day ofrefining capacity and sales of refined products exceeding 3 million barrels per day. The group operates a worldwidenetwork of some 20,000 petrol stations selling under the Total,Fina and Elf brands, and has network market shares of some12% in Europe and over 20% in Africa.

Reorganisation of the chemicals interests of TotalFina and ElfAquitaine under the aegis of a single company, Atofina, hasproduced a high-quality chemicals division with activities in thefields of petrochemicals, major polymers, intermediaryproducts, performance polymers and speciality products.

Key events of 2000

On 9 February 2000, the European Commission’s approvalenabled the merger of TotalFina and Elf Aquitaine to beimplemented, creating Total Fina Elf, one of the world’s verylargest international oil companies. The group was able to setup the organisational structures needed for each sector andgather together the teams on single sites in the space of a fewmonths. Initial results confirm the strong potential forsynergies associated with the merger of the two businesses.

UpstreamUpstream, hydrocarbon production in 2000 was 2.12 millionbarrels of oil equivalent per day, an apparent rise of 3%.Excluding the effects of changes in prices, scope and quotas,the like-for-like rise was 6%. Hydrocarbon production in 2000came from the increasingly strong production of the field atPeciko in Indonesia, the Bonny LNG gas liquefaction factoryand Obite field in Nigeria, the TFT field in Algeria, Ekofisk II inNorway and Kuito in Angola.

The group’s reserves continue to increase, reaching 10.76 billion barrels of oil equivalent. Consolidated subsidiarieshave achieved an average reserves replacement rate of 189%between 1998 and 2000, at an estimated reservesreplacement cost of USD 3.7 per barrel of oil equivalent.

Downstream in the gas sector, the proposed acquisition of theelectricity generation assets of Gener in Argentina will enableTotal Fina Elf to establish a position throughout the entire gaschain in South America.

DownstreamDownstream, 2000 saw the rapid implementation of themergers to form the leading refining and marketing group inEurope and Africa. With 13 refineries operating in Europe, thegroup accelerated its optimisation programme around theformation of hubs, thus facilitating the integrated managementof neighbouring sites and enabling significant synergies to beachieved rapidly.

Total Fina Elf is now the marketing leader throughout the sixlargest European markets (Germany, France, the UnitedKingdom, Italy, Spain and the Benelux countries).Moreover, in 2000 Total Fina Elf continued the dynamicmanagement of its downstream assets with the disposal inAugust of the Big Spring refinery in Texas and its associatednetwork. The group also complied with its asset disposalobligations entered into under the terms of the agreement withthe European Commission covering the Elf Aquitaine merger.

ChemicalsIn the chemicals sector, the year 2000 saw the integration ofteams and activities in the petrochemicals and adhesivesfields. This involved setting up an efficient global organisationand reviewing the asset portfolio, which led to a number ofdisposals towards the end of the year plus the pursuit ofsustained internal growth and targeted acquisitions.

Total Fina Elf’s medium term strategy remains unchanged to gofor both growth and productivity gains. The group’s prioritiesare therefore: growth in the upstream sector, maintenance of astrict investment discipline downstream and selective growthin the chemicals sector.

GBL Total Fina Elf 27

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Estimated consolidated turnover was EUR 115 billion, anincrease of 53% compared with 1999 (pro forma).

Group share of net profit excluding nonrecurring factors wasEUR 7.6 billion in 2000, compared with EUR 3.4 billion in 1999(pro forma), an increase of 128%. Group share of net profitwas EUR 6.9 billion, an increase of 97% compared with the1999 figure of EUR 3.5 billion (pro forma).

The operating profit for all Total Fina Elf business sectorsexcluding nonrecurring factors was EUR 14.9 billion in 2000,compared with EUR 6.4 billion in 1999 (pro forma), anincrease of 134%.

Growth and the synergies/productivity programmes pursuedduring the year produced a rise of EUR 1.2 billion in operatingprofit for the sectors in 2000, in line with the announcedoperating profit improvement programme over the 1999/2003period, with a target of EUR 4.4 billion per year by 2003.

Operating profit for the upstream sector excludingnonrecurring factors rose by 146% to EUR 10.1 billion.

The downstream sector benefited fully from higher refiningmargins and dollar appreciation in 2000. Operating profit forthe downstream sector excluding nonrecurring factors hasbeen multiplied by 3 to EUR 3.1 billion, compared with EUR 1.0 billion in 1999 (pro forma).

Extra-group turnover by the chemicals sector was EUR 20.8 billion in 2000, an increase of 21% compared withthe 1999 figure of EUR 17.3 billion (pro forma). Operatingprofit for the sector excluding nonrecurring factors rose by37% to EUR 1.6 billion.

Investments remained at a high level in 2000: EUR 8.3 billion,70% of which occured in the upstream sector, 13%downstream and 17% in the chemicals sector. Disinvestments,calculated at disposal prices, were EUR 2.6 billion.Operating cash flow was EUR 13.4 billion in 2000, comparedwith EUR 7.0 billion in 1999 (pro forma).

At the Annual General Meeting of shareholders to be held on17 May 2001, distribution of a net dividend of EUR 3.30 per sharewill be proposed, an increase of 40% compared with the previousyear. The dividend will be payable in cash on 29 May 2001, with atax credit in accordance with the regulations in force.

Contribution of Total Fina Elf to GBLestimated value and profit

GBL’s interest in TotalFinaElf represented a little under one third ofGBL’s estimated value as at 31 December 2000, when it wasvalued at EUR 3,080 million, a rise of almost 20% compared withits 31 December 1999 value of EUR 2,577 million. This growthreflects a similar rise in the Total Fina Elf share price on thestock exchange during the 2000 financial year (+ 50% in 1999).The effect of GBL group’s marginal sale of some 0.8 millionTotal Fina Elf shares in 2000 was counterbalanced by itssimultaneous purchase of Electrafina shares, thus increasingits interest in this subsidiary.

Total Fina Elf’s contribution to GBL’s current profit is composedof the group share of the oil company’s net dividend, whichrose to EUR 46 million in 2000, compared with EUR 33 millionin 1999. This rise resulted mainly from the higher dividend pershare granted by Total Fina Elf as well as GBL’s increasedshareholding in the company.

28 GBL Total FinaElf

30.8

%

Contribution to GBL estimated value

EUR 3,080 million (TotalFina for EUR 2,577 million in 1999)

18.1

%

Contribution to GBL operating profit

EUR 39.5 million (TotalFina for EUR 32.6 million in 1999)

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Financial data 1998 1999 2000(in EUR million) pro forma pro formaShareholders’ equity 25,279 27,669 32,401Market capitalisation (1) 21,125 95,692 117,162Net profit for the year (excluding nonrecurring items) 2,703 3,349 7,637Net profit 1,810 3,496 6,904(in EUR)

Earnings per share (excluding nonrecurring items) 3.86 4.77 10.80Net earnings per share 2.58 4.98 9.76Net dividend per share 2.00 2.35 3.30Share price 86.76 132.50 158.40Number of shares in issue 244,787,638 722,203,679 739,661,987Group share (in %) N.A. 3.4 3.2

Operating data(in EUR million)

Turnover 61,810 75,035 114,557Operating profit (excluding nonrecurring items) 4,696 6,354 14,884Funds generated from operations 7,716 7,012 13,389Gross investments 8,802 8,495 8,339Debt/equity ratio (in %) (1) N.A. 49.7 32.9Hydrocarbon reserves (in million barrels oil eq./day) N.A. 10,455 10,762Hydrocarbon production (in 000 barrels oil eq./day) N.A. 2,065 2,124Liquid hydrocarbon production (in 000 barrels/day) N.A. 1,468 1,433Natural gas production (in million cubic feet/day) N.A. 3,322 3,758Sales of oil products (in 000 barrels/day) N.A. 3,830 3,695Employees (1) (in unit) 57,166 69,852 127,252 (2)

(1) Total in 1998, TotalFina in 1999, Total Fina Elf in 2000(2) 1999 data

Total Fina Elf financial communication: Ladislas PaszkiewiczTel.: +33-1-47.44.58.53 – Fax: +33-1-47.44.58.24Website: http://www.totalfinaelf.com

TotalFinaElf

Percentage holding(in %)

1998 1999 2000

2.7

2.6

Control Equity interest

3.4

5.9

Profit(in EUR million)

1998 1999 2000pro forma pro forma

3,49

6

6,90

4

1,81

0

GBL Total Fina Elf 29

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Suez Lyonnaise des Eaux

A global industrial group operating in over 100 countries and focusing on four core activities: Energy, Water, WasteManagement and Communications

82.8%

TotalFinaElf Suez Lyonnaisedes Eaux RTL Group

Electrafina GBL

Imerys Rhodia

* 12.8% of voting rights

7.3%*

10542-gbl 2000 ENG 20/06/01 11:26 Page 30

Activities

Suez Lyonnaise des Eaux is an industrial services groupoperating in four core activities: Energy, Water, WasteManagement and Communications. The group’s Energyactivities cover not only production (including combined heatand power generation), transport, gas and electricitydistribution, but also services (engineering, installation andmaintenance) and heating networks. In the Water sector, thegroup is the worldwide number 1 in water management, watertreatment and engineering. Group Waste Managementactivities cover the management of all types of ordinary andspecial waste, both industrial and domestic. Finally, in itsCommunications activities, the group is following a strategy ofdeveloping wide-band services, combining content supply andhigh-speed transmission (digital cable with Noos, aimed at thegeneral public, and the local radio loop, a technology aimedinitially at business customers).

Key events of 2000

The year 2000 was characterised not only by completion of thegroup’s programme of refocusing on its core activities andcontinuation of the structuring of its Water and Energy industrysectors, but also by an acceleration of its international growth.Thanks to a policy of expansion and to commercial successes,the group’s international activities now generate almost 50% ofits turnover.

EnergyThe group’s Energy division, focused around Tractebel,continued to structure its activities so as to be able to offerindustrial customers a comprehensive range of servicesadapted to their needs. Five operating units were formed: twoare active in the energy field – Electricité et Gaz Europe (EGE)and Electricité et Gaz International (EGI) – and three in thefields of services to the energy and industrial sectors – Elyo,Groupe Fabricom and Tractebel Engineering. This new focusalso saw the acquisition by Tractebel of the four GTM servicesubsidiaries bought from Vinci by Suez Lyonnaise des Eaux, therepositioning of Tractebel’s waste management activities andthe sale of Tractebel’s communications activities to SuezLyonnaise des Eaux.

The growth of the group’s Energy division was also assisted bynumerous acquisitions and share purchases (Epon, Polaniec,Sircas, Cabot LNG, Trigen, etc.), and by significant commercialsuccesses in Portugal, Mexico, Africa, New Caledonia, etc.

WaterIn 2000, the Water division continued the internal reorganisationwithin its subsidiaries and concentrated its research, buying,know-how and communication at divisional level.

The division’s growth was assisted by winning significantconcessions in China, India, Korea (with the signature of the firstBOT contract awarded to a foreign company), Brazil, Morocco(with a thirty-year contract for the supply of one third of therequirements of the Casablanca agglomeration) and SouthAfrica.

Waste ManagementThe Waste Management division reinforced its internationalpositions with acquisitions in Denmark (Renoflex), Great Britain(City Waste), Sweden (Waste Management International), TheNetherlands (ARA Holding N.V.), Argentina (Cliba) and Australia(PWM). A number of major contracts were won, among whichthose with Salvador de Bahia and RenWu are particularlysignificant. The division continued its strategy of conqueringindustrial customers, which account for 44% of its turnover.This strategy runs in parallel with the growth of wastetreatment activities.

CommunicationsOn 3 May 2000, Lyonnaise Cable launched Noos®, the newbrand under which it markets its digital cable services. Noos®

has since won the world’s largest cable network installationcontract ever to be undertaken by a single operator, covering 8 municipalities in the Paris region (Sippérec 3).

Via the Firstmark France consortium, the division obtained oneof the two national local radio loop licences in July 2000.

The division’s strategy of expanding its content line-upproduced a series of alliances and product launches, includingthe Paris Première and M6 portals, the creation of Bayard Webwith Bayard Presse, the expansion of the TPS line-up, theacquisition of a 30% interest in Europ@web and several sharepurchases by Suez Net Invest.

GBL Suez Lyonnaise des Eaux 31

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Consolidated group turnover was EUR 34.6 billion in 2000, up36% compared with 1999. Like-for-like and at constantexchange rates, organic growth by the group’s operatingdivisions was 12.3%. All group divisions contributed to thisgrowth. Turnover by group operating divisions outside Franceand Belgium increased by 61% in 2000 to represent 49% of totalturnover (compared with 41% in 1999).

Gross operating margin (EBITDA) was EUR 7,415 million in 2000,a rise of 29% compared with 1999; the group’s core activitiesrepresented 94% of this total. Group share of net operating profit for the year wasEUR 1,409 million, an increase of 43% compared with1999 and a multiplication by 2.7 in 4 years. At EUR 729 million,Energy was the largest contributor, followed by Water atEUR 217 million and Waste Management at EUR 80 million.Group share of net profit rose by 32% to EUR 1,919 million,a multiplication by 6.4 in 4 years. Group net debt wasEUR 22.5 billion at the end of 2000. The debt to equity ratiowas 111%, while gross operating margin covered financial costsmore than 6.5 times in 2000. As at 31 December 2000, saleable assets (including assets withcovered sale value) represented a market value of EUR 11.5 billion.

A net dividend of EUR 3.30 per share (a rise of 10% on theprevious year’s dividend) will be recommended to the AnnualGeneral Meeting of shareholders on 4 May 2001, making a totaldividend of EUR 4.95 per share. This dividend will be payablefrom 9 May 2001. Suez Lyonnaise des Eaux group enjoyed another year ofprofitable growth in 2000, enabling it to forge ahead of itsschedule towards the objective of doubling net operatingearnings per share by 2002 (EUR 8.50 per share). Return oncapital employed (RCE) was 10%, beating the medium-termobjective of the average cost of capital plus 3%. The group,which is changing its name to Suez, has set itself a number ofambitious growth objectives for the 2001-2004 period, aimingto expand its business and increase profit by building on thesize and recurring nature of its cash flows. Annual averagegrowth is forecast to be in double figures for turnover, grossoperating profit (EBITDA) and net operating earnings per sharefor the three global divisions, and net operating earnings pershare for the group as a whole.

Consequently, Suez will be focusing on its three major strategicgoals: developing its international leadership in Energy, Waterand Waste Management, asserting itself as a global player inindustrial services and adding extra value with Communications.

Contribution of Suez Lyonnaise des Eaux toGBL estimated value and profit

GBL’s interest in Suez Lyonnaise des Eaux represented just undera quarter of GBL’s estimated value as at 31 December 2000,when this interest was valued at EUR 2,355 million, up almost11% compared with its value of EUR 2,126 million as at 31 December 1999. This year-on-year increase reflected thecombined effects of the 22% rise in the Suez Lyonnaise des Eauxshare price over the 2000 financial year, GBL’s highershareholding in its subsidiary Electrafina during the year and,conversely, GBL group’s marginal sale of some 2.0 million Suez Lyonnaise des Eaux shares in 2000.

Suez Lyonnaise des Eaux’s contribution to GBL’s current profit iscomposed of the group share of the French company’s netdividend, which rose to EUR 67 million in 2000 compared withEUR 32 million in 1999. This rise resulted mainly from thecollection in 2000 of amounts in respect of a withholding taxrefund and the higher dividend per share paid by Suez Lyonnaisedes Eaux.

32 GBL Suez Lyonnaise des Eaux

23.5

%Contribution to GBL estimated value

EUR 2,355 million (EUR 2,126 million in 1999)

28.1

%

Contribution to GBL operating profit

EUR 61.2 million (EUR 31.9 million in 1999)

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Financial data 1998 1999 2000(in EUR million)

Shareholders’ equity 8,931 11,271 13,134Market capitalisation 25,860 31,550 39,534Profit 1,005 1,452 1,919(in EUR)

Earnings per share 7.41 9.46 10.03Dividend per share 2.70 3.00 3.30Share price 175.01 159.10 194.50Number of shares in issue 147,767,737 198,429,306 203,261,927Group share (in %) 10.7 8.4 7.3

Operating data(in EUR million)

Turnover 31,360 25,442 34,617Gross operating margin (EBITDA) 6,121 5,750 7,415Operating profit 2,799 2,766 3,778Net operating profit 763 984 1,409Net consolidated debt 10,700 17,100 22,500Capital expenditures 10,813 19,440 12,200Debt/equity ratio (in %) 59 97 111Return on capital employed (EBIT/cap. emp.) (in %) 9.3 (1) 10.1 10.0Employees (in unit) 201,129 217,000 173,000

(1) NOPAT/capital employed: Net ROCEOperating data 1999 have been adjusted

Suez Lyonnaise des Eaux financial communication: Frédéric MichellandTel: +33-1-40.06.66.46 – Toll free number France: 0800-177.177 – Belgium: 0800-25.125Website: http://www.suez.fr

Suez Lyonnaise des Eaux

Percentage holding(in %)

1998 1999 2000

12.4

6.7

6.1

Control Equity interest

8.2

13.9

12.8

Profit(in EUR million)

1998 1999 2000

1,45

2

1,91

9

1,00

5

GBL Suez Lyonnaise des Eaux 33

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Imerys

World leader in the production, processing and marketing of minerals

TotalFinaElf Suez Lyonnaisedes Eaux RTL Group

Electrafina GBL

Imerys Rhodia

26.2%*

* 34.0% of voting rights

10542-gbl 2000 ENG 20/06/01 11:28 Page 34

Activities

One of the world’s leading minerals processors, Imerysoccupies leading positions in all four branches of its business:Pigments & Additives, Construction Materials, Refractory &Abrasive Materials, and Ceramics & Speciality Products.

Imerys is pursuing a strategy of growth and value creation:using sophisticated processing technologies to transform itssubstantial mineral reserves into engineering products whichare vital to the activities of its customers across an extremelybroad spectrum of industries.

Key events of 2000

Against the background of a generally positive economicenvironment despite the slowdown seen towards the end ofthe year in the United States of America, the group pursued itspolicy of pushing for growth. This was achieved via strategicacquisitions in each of its fields of activity, and significantinvestments not only to launch new products but also toachieve selective increases in production capacities.

Total turnover recorded by Imerys was EUR 2.8 billion in 2000,compared with EUR 2.6 billion in 1999, a rise of 7%. Sales inthe group’s new core business area of the production,processing and marketing of minerals rose by 38%, comprising24% external growth, 6% internal growth (like-for-like atconstant exchange rates) and 8% on translation of foreigncurrencies.

Like-for-like at constant exchange rates, group turnover rose by6%. The main changes to the scope of consolidation relate toconsolidation of English China Clays (ECC) and kaolin activitiesin Brazil (RCC) for the full year (compared with 8 months in1999) and deconsolidation of the contribution from the MetalsProcessing interests following their disposal in early November1999. Other changes include the impact of strategicacquisitions made in each of the group’s fields of activity sincethe start of the 2000 financial year. Rises in US Dollar andPound Sterling exchange rates produced a rise of 8% in thegroup’s turnover.

Pigments & AdditivesTurnover by Pigments & Additives activities was EUR 1.27 billion in2000, up 46% compared with 1999.

This rise reflects the impact of the acquisition of ECC and RCC,plus the effect of external growth transactions carried out duringthe 2000 financial year: consolidation of Quimbarra (the largestcalcium carbonate producer in South America), the carbonatesbusiness of AGS-BMP and the contribution from Honaik(calcium carbonates for speciality products in Southeast Asia).

After a good start to the year in all markets and geographicalzones served, activities experienced a significant downturn inthe United States in the 4th quarter, both in the paper industryand in pigments for industrial speciality products. Overall,like-for-like at constant exchange rates, turnover rose by1% between 1999 and 2000.

Construction MaterialsConstruction Materials turnover was EUR 0.6 billion, a rise of20% compared with 1999. This rise includes the full-yearcontribution from Campos, one of the major Portuguesemanufacturers of terra cotta tiles and bricks, plus newacquisitions made to complement the covering productsdistribution network in France. After an exceptionally high levelof business in the first half of 2000 following the storm in late1999, this activity remained sustained in the second half. Like-for-like at constant exchange rates, turnover rose by 16%.

Refractories & AbrasivesRefractories & Abrasives contributed turnover of EUR 0.6 billion in2000, a rise of some 52% compared with 1999. Much of thisrise resulted from the acquisition of Treibacher Schleifmittel,the world’s largest producer of corundum for abrasives, whichhas been consolidated in the group’s accounts since 1 July 2000. Like-for-like at constant exchange rates, turnoverincreased by 8%, reflecting healthy demand in all this division’smain markets, although the American iron and steel marketbegan to weaken at the end of the year.

Ceramics and Speciality ProductsCeramics and Speciality Products turnover rose by 25% to EUR 0.3 billion in 2000. This was due to full-year integration ofthe ceramics business of English China Clays andreinforcement of group positions in Asia following theacquisition of New Zealand China Clays, a specialist producerof high-purity kaolin. Like-for-like at constant exchange rates,turnover rose by 9%, reflecting sustained activity over theentire financial year in ceramic clays for chinaware, rawmaterials for tiles and sanitary equipment, and graphite.

GBL Imerys 35

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Operating profit rose overall by 21% to EUR 347 million in2000, compared with EUR 287 million in 1999. Operating profitof production, processing and marketing of minerals rose by43%. This reflects the favourable economic conditionsexperienced in most of the group’s business divisions plus theeffects of external growth, especially in Pigments & Additivesand Refractories & Abrasives.

Net operating profit rose by 17% to EUR 167 million, comparedwith EUR 143 million in 1999. This includes a financial profit ofEUR 91 million (compared with EUR 65 million in 1999) and atax charge for the year of EUR 87 million.

Group share of net profit amount to EUR 140 million,compared with EUR 227 million in 1999. The 1999 figureincluded a net extraordinary profit of EUR 96 million resultingfrom the disposal of the group’s Metals Processing activities.

In 2000, the net profit includes EUR 20 million depreciation ofgoodwill, compared with EUR 13 million in 1999, plus anextraordinary loss of EUR 6 million.

The various strategic acquisitions made during the 2000 financialyear increased the group’s net debt to EUR 1,327 million at theend of the year, representing 86% of shareholders’ funds.

A net dividend of EUR 3.60 per share will be recommendedto the Annual General Meeting, compared to EUR 3.20 pershare for the previous year, making a total dividend of EUR 57.5 million.

Contribution of Imerys to GBL estimatedvalue and profit

Imerys contributed EUR 507 million to GBL’s estimated valueas at 31 December 2000, representing 5.0 % of its estimatedvalue compared with 7.4% at the end of 1999.

Imerys contributed EUR 39 million to GBL’s operating profit in2000, compared with EUR 34 million in 1999, reflecting thecompany’s increased operating profit.

36 GBL Imerys

5.0%

Contribution to GBL estimated value

EUR 507 million EUR (EUR 620 million in 1999)

18.8

%

Contribution to GBL operating profit

EUR 38.5 million (EUR 34.1 million in 1999)

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Financial data 1998 1999 2000(in EUR million)

Shareholders’ equity 1,181 1,457 1,534Market capitalisation 1,368 2,384 1,932Net operating profit 113 143 167Net profit 106 227 140(in EUR)

Net operating profit per share 7.30 8.91 10.42Dividend per share (1) 2.82 3.20 3.60Share price 85.37 148.00 121.00Number of shares in issue 16,019,581 16,109,881 15,965,109Group share (in %) 26.1 26.0 26.2

Operating data(in EUR million)Turnover 1,869 2,615 2,805Operating profit 205 287 347Funds generated from operations 208 302 306Net debt 242 933 1,327Debt/equity ratio (in %) 21 64 86Capital expenditure 146 161 187Employees (in unit) 9,867 11,948 14,583

(1) Excluding tax credit

Imerys financial communication: Isabelle BiarnèsTel.: +33-1-45.38.37.76 – Fax: +33-1-45.38.70.43 – e-mail: actionnaires@imerys.comWebsite: http://www.imerys.com

Imerys

Percentage holding(in %)

1998 1999 2000

29.1

26.0

26.2

Control Equity interest

26.1

30.0 34

.0

Profit(in EUR million)

1998 1999 2000

227

140

106

GBL Imerys 37

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Rhodia

Rhodia is a world leader in speciality chemicals

TotalFinaElf Suez Lyonnaisedes Eaux RTL Group

Electrafina GBL

Imerys Rhodia

5.3%

10542-gbl 2000 ENG 20/06/01 11:28 Page 38

Activities

Operating in 150 countries and employing some 30,000people, Rhodia is one of the world’s major speciality chemicalsgroups.

Rhodia’s supplies products and services to the automotive,health, fragrances, apparel, electronics, beauty andenvironment markets.

Rhodia’s specialities are the fruit of technological expertise,industrial skills and a marketing vision focused resolutely oninnovation.

Some two-thirds of Rhodia’s turnover is accounted for byproducts for which it is the world leader, such as aspirin,vanillin, edible phosphates, polyamide (nylon), rare earths, guar, food enzymes and high-dispersibility silica. Following thesuccessful friendly takeover bid for ChiRex in 2000, the Rhodiagroup is also a major player in the provision of high-techservices to the pharmaceutical industry.

Key events of 2000

Excluding the effects of erratic movements in environmentaland economic parameters, the main influences during thefinancial year 2000 were an acceleration in the group’sambitious growth strategy (combining organic and externalgrowth) and the continuing implementation of programmeslaunched in 1999 to improve competitiveness.

In particular, in 2000 the group made two major acquisitionswhich enabled it to reinforce its positions in specialist fieldsoffering strong growth potential:

• The acquisition of Albright & Wilson in March 2000 helpedRhodia to become the world’s largest producer of specialityphosphates, with a turnover of EUR 1.2 billion.

• The successful friendly takeover bid launched in thesummer 2000 for ChiRex, an American company listed onthe Nasdaq, gives Rhodia a prime position in high-techservices to the pharmaceutical industry. The new company,Rhodia Chirex, will capitalise on the combined skills andexpertise of the ChiRex teams and the group’s resourcesformerly focused on pharmaceuticals.

The group’s change programmes include measures designed toreduce overhead costs (“Jump”), optimise buying (“Bingo”) orincrease the efficiency of industrial processes (“WCM”). Thelatter programme is particularly intended to improve customersatisfaction, optimise industrial assets and reduce workingcapital requirements. In line with their announced targets,these programmes have produced significant cost savings in2000 and their full effect is expected to be felt from 2001onward.

In parallel with this strong growth, the group expects animprovement in performance to be achieved through theintroduction onto the market of new products launched in2000, such as Technylstar (an engineering plastic which has afluidity approaching that of water, thus enabling the productionof extremely high-precision mouldings) and a bacteriostaticthread, combined with major marketing developments relatingto earlier innovations such as Eolys (a catalyst which can beused to achieve a 98% reduction in diesel engine particleemissions).

All these factors contribute towards the achievement of thegrowth and productivity objectives which Rhodia set itself in1999 to be achieved by 2003, i.e.:

• turnover growth of 2% above GDP;• a gross operating margin on turnover of 18%;• a return on capital employed of 14%;• a doubling of 1999 net earnings to some EUR 450 million.

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In an economic environment which was extremely troubled bythe continuing rise in raw materials prices, the groupmaintained its net profit at a level close to that of 1999. Thecost of raw materials rose by EUR 425 million during the year,more than the group’s operating profit in 1999. Despite thesedifficult external influences, the group was able to maintain itsposition through a combination of sustained growth andresponsiveness in the day-to-day management of its activities.

Turnover was EUR 7.4 billion in 2000, a rise of 34% comparedwith 1999. Like-for-like at constant exchange rates, turnoverrose by 6.1% (3% by volume and 3.1% by price).

Over the full year 2000, the group recorded a gross operatingmargin of EUR 1.0 billion, a rise of almost 23%.

Extraordinary profits on asset disposals were EUR 13 million in2000, a fall of EUR 52 million compared with 1999.

In line with the warning issued in September 2000, groupshare of net profit fell to EUR 216 million, a drop of 5%compared to 1999. Similarly, net earnings of EUR 1.23 pershare fell by 5% compared with its 1999 level of EUR 1.30.However, this figure remained stable before depreciation.

A maintained dividend of EUR 0.40 per share will berecommended for approval at the Annual General Meeting tobe held on 23 April 2001. This dividend distribution representsa rise from 30% to 32% of earnings per share.

Contribution of Rhodia to GBL estimatedvalue and profit

Rhodia’s contribution to GBL’s estimated value was EUR 181 million at the end of the 2000 financial year. GBL received a net dividend of some EUR 4 million fromRhodia in 2000, contributing 2% to GBL’s operating profit.

40 GBL Rhodia

1.8%

Contribution to GBL estimated value

EUR 181 million (EUR 201 million in 1999)

1.6%

Contribution to GBL operating profit

EUR 3.5 million

10542-gbl 2000 ENG 20/06/01 11:28 Page 40

Financial data 1998 1999 2000(in EUR million)

Shareholders’ equity 2,130 2,390 2,593Market capitalisation 2,253 3,921 2,959Profit 116 227 216(in EUR)

Earnings per share 0.67 1.30 1.23Dividend per share 0.20 0.40 0.40Share price 12.96 22.44 16.50Number of shares in issue (1) 173,847,799 174,741,041 179,309,188Group share in (in %) - 5.1 5.3

Operating data(in EUR million)

Turnover 5,537 5,525 7,419Gross operating margin (EBITDA) 752 832 1,020Operating profit 334 409 496Net consolidated debt 1,136 1,553 3,066Financial investments and capital expenditure (excluding financial sector) 770 369 2,049Debt/equity ratio (in %) 51.7 63.2 114.0Return on capital employed (in %) 7.4 9.1 8.6Employees (in unit) 23,500 24,800 29,500

(1) Stock exchange quotation obtained on 25 June 1998

Rhodia financial communication: Angelina Palus and Sylvie MarchalTel.: +33-1-55.38.42.99 or +33-1-55.38.41.79 – Fax: +33-1-55.38.41.44e-mail: angelina.palus@eu.rhodia.com or sylvie.marchal@eu.rhodia.comWebsite: http://www.rhodia.com

Rhodia

Percentage holding(in %)

1998 1999 2000

5.1 5.3

Control Equity interest

5.1 5.3

Profit(in EUR million)

1998 1999 2000

227

216

116

GBL Rhodia 41

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10542-gbl 2000 ENG 20/06/01 11:28 Page 42

GBL Accounts as at 31 December 2000 43

Accounts as at 31 December 2000

Economic summary 44

Estimated value 44

Earnings analysis 46

Consolidated accounts 51

Annual accounts 79

10542-GBL fin 2000 ENG 20/06/01 11:16 Page 43

44 GBL Economic summary

The analysis of estimated value and profit provide two key factors in assessing GBL’s performance.

1. Estimated valueFor a holding company such as GBL, estimated value forms one of the reference criteria to assessperformance and the capital growth achieved for shareholders.

The estimated value of the GBL share provides a snapshot of the company on a given date.The methodology used to this effect is to value the consolidated assets (i.e. mainly the group’sinvestments) at their market value and add the group’s net cash position.The market value of investments is:• the share price for quoted companies;• the higher of cost of acquisition and the group share of shareholders’ funds for unquoted fully

consolidated subsidiaries or companies consolidated using the equity method;• the book value of unquoted companies not consolidated in the accounts and not consolidated

using the equity method.

The discount on estimated value is the percentage difference between the GBL share price and itsestimated value per share on a fixed date.

A. Breakdown of overall estimated value as at 31 December 2000GBL’s estimated value increased by 19.8% during the 2000 financial year. As at 31 December 2000, theestimated value stood at EUR 10,017 million or EUR 409.98 per share, compared with EUR 8,361 millionand EUR 342.20 respectively at the end of the previous financial year.

This change mainly reflects:• The increase in GBL’s interest in Electrafina from 80.1% to 82.8% and the higher contribution to

estimated value due to the overall rise of some 20% in the share price of Electrafina’s threesignificant assets;

• The sale of 3.2 million RTL Group shares at favourable prices, liberating cash resources of someEUR 415 million.

The table below gives a detailed view of GBL’s total estimated value, showing the various components ofthe GBL group investment portfolio and the group’s net cash position.

Economic summary

10542-GBL fin 2000 ENG 20/06/01 11:16 Page 44

31 December 2000 31 December 1999Share Shareprice price

(EUR) (EUR million) (%) (EUR) (EUR million) (%)

RTL Group 87.50 3,552 35.5 75.00 3,215 38.5of which call options on RTL Group shares comprise 384 1,138

TotalFinaElf 158.40 3,080 30.8 132.50 2,577 30.8Suez Lyonnaise des Eaux 194.50 2,355 23.5 159.10 2,126 25.4Imerys 121.00 507 5.0 148.00 620 7.4Rhodia 16.50 181 1.8 22.44 201 2.4Other investments 296 2.9 216 2.6Total portfolio 9,971 99.5 8,955 107.1Net cash 46 0.5 (594) (7.1)

of which call options on RTL Group shares comprise (238) (819)

Total estimated value 10,017 100.0 8,361 100.0

As at 31 December 2000, other investments mainly comprised the shareholding in Lasmo (EUR 267 million).

B. GBL’s estimated value per share since 1992 The table below shows GBL’s estimated value per share since 1992, reflecting changes in the GBL investmentportfolio and in percentage holdings in the various investments.

(in EUR) 2000 1999 1998 1997 1996 1995 1994 1993 1992

RTL Group (1) 145.37 131.59 40.66 24.22 25.81 27.96 28.38 28.06 10.61TotalFinaElf 126.07 105.49 - - - - - - -Suez Lyonnaise des Eaux 96.38 87.04 86.98 27.00 6.87 - - - -Imerys 20.73 25.36 14.63 14.65 15.82 7.91 6.54 6.40 3.32Rhodia 7.40 8.22 - - - - - - -Other investments 12.14 8.83 7.63 22.09 24.96 19.51 22.88 22.86 20.08PetroFina - - 65.08 33.71 27.27 23.05 23.82 22.98 17.10BBL - - - 23.25 17.65 13.11 10.78 11.16 7.34Royale Belge - - - 21.00 14.20 12.94 10.81 13.49 9.02Tractebel - - - - - 16.83 12.72 13.91 10.09Portfolio 408.09 366.53 214.98 165.92 132.58 121.31 115.93 118.86 77.56Cash 1.89 (24.33) 24.66 12.44 12.14 1.62 0.70 8.09 11.31Estimated value 409.98 342.20 239.64 178.36 144.72 122.93 116.63 126.95 88.87Share price 253.00 200.00 173.53 132.87 101.26 99.16 93.46 99.53 68.91Discount 38.3% 41.6% 27.6% 25.5% 30.0% 19.3% 19.9% 21.6% 22.5%

(1) Including call options on RTL Group shares agreed with Paribas

GBL Economic summary 45

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C. Share price of portfolio investments since 1992This table shows an analysis of GBL portfolio investments over a period of 9 years.

Average yearly(in EUR) gross rate 2000 1999 1998 1997 1996 1995 1994 1993 1992

GBL- Share price 25.9% 253.00 200.00 173.53 132.87 101.26 99.16 93.46 99.53 68.91- Estimated value 32.9% 409.98 342.20 239.64 178.36 144.72 122.93 116.63 126.95 88.87RTL Group 31.4% 87.50 75.00 38.42 37.43 37.18 39.17 39.66 35.89 18.34Total Fina Elf 43.3% 158.40 132.50 86.76 - - - - - -Suez Lyonnaise des Eaux 51.3% 194.50 159.10 175.01 101.53 68.91 - - - -Imerys 20.5% 121.00 148.00 85.37 114.03 116.78 89.18 78.66 84.15 53.36Rhodia - 26.4% 16.50 22.44 - - - - - - -PetroFina - - - 390.43 338.99 250.37 224.84 234.01 244.67 185.67

D. Statutory Auditor’s opinion of the estimated valueThe methodology used to calculate the estimated value has been reviewed by the Statutory Auditor.The application of this methodology produces a value of EUR 409.98 per GBL share as at 31 December 2000.

E. Weekly publication of estimated valueThe estimated value is published each week on the GBL website (http://www.gbl.be). This value iscalculated in accordance with the rules set out on page 92, using certain simplified assumptions whosecombined effect does not exceed 1% of the estimated value.

2. Earnings analysisThe consolidated profit is presented below using four different approaches. These provide a means ofcomplementing the financial and economic vision of GBL’s accounts and refining their interpretation.• Consolidated accounting income: the criteria applied to consolidate investments are determined in

accordance with Belgian accounting legislation. Thus RTL Group and Imerys contributions are thepercentage of their income equal to GBL’s percentage shareholding (consolidated using the equitymethod), while those from Suez Lyonnaise des Eaux, Total Fina Elf and Rhodia represent only thedividend received. Thus this income figure combines noncomparable components.

• Consolidated cash earnings: starting from the consolidated accounting income, the share of incomefrom companies consolidated using the equity method is replaced by the GBL share of dividendsreceived. The objective of this presentation is to demonstrate the contribution made by investmentholdings toward GBL’s dividend cover and cash flow.

• Current economic contribution: in contrast to the previous presentation, all the strategicinvestments contribute to same percentage of their operating profit as the GBL shareholding in theircapital. This is effectively a general consolidation of GBL’s portfolio using the equity method. Ouroperating investments actually distribute part of their profit and carry forward the balance as anaddition to shareholders’ funds. The undistributed profit constitutes an unrealised fund ofaccumulated wealth within the company. The objective of this presentation is to highlight thecreation of value within each investment in the portfolio.

• A final table shows the minimum presentation of consolidated earnings as required by circularD2/F/99/5 of 23 December 1999 issued by the Banking and Financial Commission.

46 GBL Economic summary

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The comments and analyses relate only to the GBL share obtained by deducting the third party interestsshare from each heading of the Electrafina and Audiofina income statement.

A. Comparative analysis

Group share Consolidated Consolidated Currentaccounting income cash earnings economic

contribution(in EUR million) 2000 1999 2000 1999 2000 1999Dividends and earnings from investments 210.0 134.8 151.7 85.9 398.0 234.5

RTL Group/CLT-UFA 49.0 25.6 16.2 - 49.0 25.6Imerys 38.5 34.1 13.4 11.8 38.5 34.1Suez Lyonnaise des Eaux 67.3 35.2 67.3 35.2 91.0 76.1TotalFinaElf 46.4 37.5 46.4 37.5 203.2 95.7Rhodia 3.7 - 3.7 - 11.2 0.7Other investments 5.1 2.4 4.7 1.4 5.1 2.3

Other current earnings (5.4) 32.1 (5.4) 32.1 (5.4) 32.1Operating income 204.6 166.9 146.3 118.0 392.6 266.6Per share 8.37 6.83 5.99 4.83 16.07 10.91

These figures include operating income of investments before depreciation of any goodwill recorded byGBL on acquisition of the investments.

In the consolidated cash earnings figures, the 24% rise in the operating income is due to the combinedeffect of the strong increase in dividends received from investments (77% higher) and the strong reductionin group net cash following purchases of RTL Group, Electrafina and GBL shares. The effect on otherresults of disposals made at the end of the financial year and the issue Electrafina’s bonds exchangeableinto Suez Lyonnaise des Eaux shares will not be felt until 2001.

The 47% rise in the GBL group share of the earnings of its investments in the current economiccontribution figures is due to the strong improvement in their operating profits and the rise in thepercentage shareholding held by GBL.

GBL Economic summary 47

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B. Consolidated accounting income

Total Group share(in EUR million) 2000 1999 2000 1999

Share in the operating profit of companiesconsolidated using the equity method 115.1 123.1 87.9 61.2Dividends 148.8 92.5 122.1 73.6Net financial income 43.8 84.2 25.1 47.0Net operating expenditure (14.8) (13.1) (13.0) (11.0)Tax (21.4) (5.5) (17.5) (3.9)Operating income 271.5 281.2 204.6 166.9Share in the non-operating profit of companies consolidated using the equity method 24.8 158.6 15.3 92.6Depreciation of goodwill (28.5) (7.1) (26.9) (5.2)Capital gains 352.8 1,362.5 321.9 1,036.7Extraordinary items 0.1 (78.8) - (12.8)Third party interests (105.8) (438.2) - -Total group income 514.9 1,278.2 514.9 1,278.2

The following commentaries apply only to the group share of income, which has changed during the courseof the financial year.

Income contributions in respect of the Electrafina shares acquired during the course of the financial yearare included only on the basis of their purchase dates. In practice, the acquisitions were spread over three-month periods. The GBL share of Electrafina and Audiofina income breaks down as follows:

1st quarter 2nd quarter 3rd quarter 4th quarter

Electrafina 80.8% 81.4% 82.1% 82.8%Audiofina 56.1% 56.4% - -

Following the creation of RTL Group, Audiofina and its subsidiaries were deconsolidated on 1 July 2000.GBL’s interest in RTL Group was integrated using the equity method on this same date.

Operating income was EUR 205 million as at 31 December 2000, compared with EUR 167 million as at31 December 1999, this is equivalent to an increase of 23%.

This rise in operating income was due mainly to the increase of the share in the operating profit ofcompanies consolidated using the equity method and dividends received.

48 GBL Economic summary

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1. Group share of earnings of companies consolidated using the equity method

Group share GBL % share of earnings of earnings (1)

(in EUR million) 2000 1999 2000 1999

RTL Group (2) 17.7 - 23 N.A.CLT-UFA (2) 29.9 25.6 28 20Imerys 38.5 34.1 26 26Others 1.8 1.5 - -Total contribution of the investments 87.9 61.2

(1) The earnings percentage calculation of companies consolidated using the equity method takes into account changes during the year and does not necessarily correspond with the percentage shareholding as at 31 December

(2) CLT-UFA is consolidated using the equity method for the first half of the 2000 financial year. Its contribution is then absorbed into the contribution from RTL Group in the second half of the year

The GBL share of the earnings of companies consolidated using the equity method in 2000 is not easilycomparable with that of previous years, due to consolidation of RTL Group using the equity method on1 July 2000 and also to the fact that RTL Group has prepared its consolidated accounts in accordance withIAS accounting standards from this date.

The GBL share of the earnings of RTL Group includes a reinstatement in profit of negative goodwill realisedon the Pearson TV share transaction (EUR 20 million). This reinstatement was made in parallel withdepreciation by RTL Group of goodwill generated on its consolidation of Pearson TV (for more detailsabout the technical treatment of the creation of RTL Group, please consult the introduction to theconsolidated accounts).

2. DividendsDividends are stated gross, with French withholding tax deductions included under “Tax” heading.Dividends of EUR 122 million mainly represent dividends received from Suez Lyonnaise des Eaux(EUR 67 million compared with EUR 35 million) and Total Fina Elf (EUR 46 million compared withEUR 38 million).In 2000, dividends received from Suez Lyonnaise des Eaux include a tax refund of EUR 27 million gross.

3. Net financial revenueFinancial revenues were affected by the fall in net cash as a result of large investments in RTL Group,Electrafina and GBL shares, and of the deconsolidation of Audiofina on 1 July 2000.

4. Capital gainsNet capital gains of EUR 322 million comprise the following items:• The sale of 3.2 million RTL Group shares by GBL and his subsidiaries in the first quarter of 2000,

producing a capital gain of EUR 147 million.• Sales of shares representing 1.0% of the capital of Suez Lyonnaise des Eaux and 0.1% of TotalFinaElf,

producing capital gains of EUR 31 million and EUR 43 million respectively.• The sale of ING warrants and call options, producing a profit of EUR 56 million.• The disposal of North American oil sector interests, which produced a capital gain of EUR 12 million.• GBL’s share of the reinstatement of amount written off on 31 December 1999 amounts to

EUR 22 million.

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C. Basic figures required by the Banking and Financial Commission

The following figures are as required in accordance with circular D2/F/99/5 of 23 December 1999 issuedby the Banking and Financial Commission.

Overall figures 2000 1999

Recurring financial income 130.5 132.6Other recurring income (14.9) (13.1)Capital income 386.5 1,399.5Earnings from companies consolidated using the equity method 139.9 281.7Extraordinary income 0.1 (78.8)Profit before tax 642.1 1.721.9Tax (21.4) (5.5)Net profit 620.7 1.716.4Third party interests (105.8) (438.2)Group share of net profit 514.9 1.278.2

50 GBL Economic summary

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Consolidated accounts

Introduction to the consolidated accounts 53

Consolidated balance sheet 54

Consolidated income statement 56

Notes 58

Cash flow statement 64

Appendices to the consolidated accounts 65

Report of the Statutory Auditor 75

Consolidated figures over 10 years 76

The financial statements for the 1998 financial year have been converted into euro using the exchange rate fixed on 31 December 1998, i.e. BEF 40.3399 = EUR 1.

GBL Consolidated accounts 51

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52 GBL Consolidated accounts

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Treatment of consolidation goodwill on Electrafina

The consolidation goodwill arising from the increase from 80.1% to 82.8% in Electrafina during the courseof the 2000 financial year was allocated to Electrafina's financial assets, i.e. Suez Lyonnaise des Eaux,Total Fina Elf and RTL Group, which represent over 90% of Electrafina's estimated value.

For a total investment of some EUR 155 million in 2000, the acquisition goodwill of EUR 15 million hasbeen allocated as follows: EUR 4 million to Suez Lyonnaise des Eaux, EUR 6 million to Total Fina Elf andEUR 5 million to RTL Group.

Creation of RTL Group

Prior to the reorganisation, CLT-UFA was almost 100% held by CLT-UFA Holding, controlled 50% byAudiofina and 50% by BW TV (company 80% controlled by Bertelsmann).

The two stages of the merger are treated separately in the GBL/Electrafina consolidated accounts:• In reality, BW TV’s contribution of 50% of CLT-UFA Holding is simply an internal restructuring designed

to place the joint control of CLT-UFA at Audiofina’s level. The transitive acquisition of 1.6% of CLT-UFA involved as part of this transaction produced a goodwill of EUR 212 million for GBL/Electrafina.

• The Pearson TV contribution constitutes an acquisition on the part of RTL Group, generating a substantial amount of goodwill in its accounts, to be depreciated over 20 years. Against this, the sharesissued at EUR 138.62 each in return for this contribution generated a badwill of EUR 968 million (GBL’s group share) in the GBL/Electrafina accounts. This badwill is earned in the income statement under group share of companies consolidated using the equity method at the same rate as RTL Group’s depreciation of goodwill on its acquisition of Pearson TV.

The creation of RTL Group was materialised by the General Meetings held on 24 and 25 July 2000, whichapproved the contributions of 50% of CLT-UFA Holding and 100% of Pearson TV. Since the creation of RTL Group (controlled jointly by GBL/Electrafina and BW TV) marked the transformation of Audiofina froma holding company into an operating company, on 1 July 2000 the fully consolidation of Audiofina wasreplaced by the integration of RTL Group using the equity method.

Introduction to the consolidated accounts

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Assets

notes 2000 1999 1998

Fixed assets

Goodwill 1Group share Third party interests

Tangible assetsFinancial assets

Companies consolidated using the equity methodInvestments 2Amounts receivableOther companiesInvestments, stocks and shares 3Amounts receivable

Current assets

Amounts receivable after one yearAmounts receivable within one year

Trade debtorsOther amounts receivable

Short-term investments 4Cash at bank and in handPrepayments and accrued income

Total

Consolidated balance sheet as at 31 december(in EUR million)

7,059.8 5,547.8 3,531.3

606.4 118.4 364.0579.8 83.4 285.9

26.6 35.0 78.11.0 1.1 1.1

6,452.4 5,428.3 3,166.2

2,337.1 980.7 1,722.42,337.1 852.9 1,594.6

- 127.8 127.84,115.3 4,447.6 1,443.84,066.1 4,446.8 1,442.8

49.2 0.8 1.0

1,237.0 1,634.2 2,538.5

0.1 1.0 6.129.7 55.4 224.6

0.2 0.2 0.329.5 55.2 224.3

1,173.6 1,512.8 2,254.924.5 38.2 4.0

9.1 26.8 48.9

8,296.8 7,182.0 6,069.8

54 GBL Consolidated accounts

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Liabilities

notes 2000 1999 1998

Shareholders’ equity 5

CapitalShare premium accountReservesBadwillDifferences on translation 5

Third party interests 6

Provisions and deferred taxes 7

Creditors

Amounts payable after one year 8Financial debt

Amounts payable within one year Current portion of debts payable

after one yearFinancial debtTrade debtsTaxes, remuneration and

social securityOther amounts payable 9Proposed dividend

Accruals and deferred income

Total

6,231.2 4,886.8 3,599.5

610.8 610.8 605.7705.6 705.6 710.7

3,934.3 3,543.0 2,399.2947.7 0.8 0.832.8 26.6 (116.9)

925.3 1,375.1 1,108.9

7.8 11.9 12.4

1,132.5 908.2 1,349.0

819.2 499.9 377.8819.2 499.9 377.8293.4 392.8 949.9

123.9 0.0 71.415.7 21.4 21.5

0.1 0.6 0.4

2.1 7.9 8.210.2 228.5 722.2

141.4 134.4 126.219.9 15.5 21.3

8,296.8 7,182.0 6,069.8

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Expenses

notes 2000 1999 1998

Interest and similar expenses Other financial expensesDepreciation of goodwill 10

Group shareThird party interests

Sundry goods and servicesRemuneration, social security and pension costsOther current expensesDepreciationAmounts written off

on financial assets 11on current assets

Provisions for liabilities and chargesLoss on disposal

of financial assets 11of current assets

Exceptional expenses 12TaxesGroup share of losses of companies consolidated using theequity method 13-16Consolidated profit

Group shareThird party interests

Total

Consolidated income statement (in EUR million)

29.5 32.3 31.815.4 15.2 31.428.5 7.1 22.526.9 5.2 15.3

1.6 1.9 7.213.4 12.8 12.6

4.5 4.7 4.70.3 0.3 0.30.4 0.4 0.42.2 41.8 37.20.4 28.1 28.21.8 13.7 9.00.0 0.3 2.22.6 0.6 114.90.2 0.2 47.82.4 0.4 67.10.0 80.7 33.6

21.6 11.7 9.0

0.0 1.8 11.4620.7 1,716.4 986.9514.9 1,278.2 882.1105.8 438.2 104.8

739.1 1,926.1 1,298.9

56 GBL Consolidated accounts

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Income

notes 2000 1999 1998

Income from financial assetsDividends 14Interest

Income from current assetsOther financial incomeIncome from services renderedOther current incomeReinstatement of amounts written off

on financial assets 11on current assets

Release of provisions for liabilities and chargesCapital gains on disposal of

financial assets 11current assets

Exceptional incomeTax adjustments and release of tax provisionsGroup share of profits of companies consolidated using theequity method 15-16

Total

Appropriation of profits

2000 1999 1998

Profit for the yearGroup shareThird party interests

Third party interestsTransfer to reservesDividends

153.3 100.1 45.6148.8 92.5 41.9

4.5 7.6 3.735.1 65.6 68.715.5 21.5 49.5

2.1 1.9 1.71.4 1.6 2.7

42.8 16.7 16.239.6 5.1 15.2

3.2 11.6 1.0

0.2 1.9 0.0348.5 1,425.2 960.3313.9 1,385.8 916.534.6 39.4 43.8

0.1 1.9 0.3

0.2 6.2 0.0

139.9 283.5 153.9

739.1 1,926.1 1,298.9

620.7 1,716.4 986.9514.9 1,278.2 882.1105.8 438.2 104.8

(105.8) (438.2) (104.8)(373.5) (1,143.8) (756.0)(141.4) (134.4) (126.1)

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The consolidated accounts have been prepared using the balance sheet after appropriation of the parentcompany Groupe Bruxelles Lambert S.A. and the balance sheets of the subsidiary companies beforeappropriations. The accounting period covers the 12 months to 31 December 2000. Figures from thebalance sheets of subsidiaries that express their accounts in foreign currencies have been translated atthe exchange rates prevailing on the last day of the financial year. Income statement figures have beentranslated at the average exchange rates for the year.

Year-end rate Average rate2000 1999 1998 2000 1999 1998

US Dollar 1.00 1.17 1.07 1.11Pound Sterling 0.62 0.71 0.66 0.67Canadian Dollar 1.46 1.81 1.58 1.65

1. Goodwill on consolidation - Group share: 579.8 (83.4)2000 1999 1998

RTL Group / CLT-UFA 540.1 30.0 33.2Imerys 39.7 31.5 33.0Groupe J-C Darmon - 21.9 20.6PetroFina - - 178.1Monument Oil and Gas - - 21.0Total 579.8 83.4 285.9

Goodwill on consolidation - Third party interests: 26.6 (35.0)2000 1999 1998

RTL Group / CLT-UFA 26.6 3.5 -Groupe J-C Darmon - 31.5 31.4PetroFina - - 40.3Monument Oil and Gas - - 6.4Total 26.6 35.0 78.1

2. Investments in companies consolidated using the equity method: 2,337.1 (852.9)2000 1999 1998

RTL Group 1,941.7 - -Imerys 395.4 377.6 307.5CLT-UFA - 425.9 223.8Cometra group - 37.0 58.4Groupe J-C Darmon - 12.4 9.2PetroFina - - 900.3Monument Oil and Gas - - 95.4Total 2,337.1 852.9 1,594.6

Notes (in EUR million)

N.A.N.A.1.40

N.A.N.A.1.37

58 GBL Consolidated accounts

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3. Investments, stocks and shares: 4,066.1 (4,446.8)2000 1999 1998

TotalFinaElf 2,444.8 2,519.6 22.6Suez Lyonnaise des Eaux 1,191.4 1,524.2 1,388.3Lasmo 212.7 186.2 -Rhodia 171.9 161.1 -Pargesa Holding 17.7 16.8 -Pioneer 4.7 12.1 12.1Miscellaneous 22.9 26.8 19.8Total 4,066.1 4,446.8 1,442.8

4. Short-term investments: 1,173.6 (1,512.8)2000 1999 1998

Fixed income securities 652.6 1,109.0 1,933.4GBL shares 367.4 197.0 156.1Bank deposits 131.0 46.0 8.1Shares 21.1 160.8 144.4Miscellaneous 1.5 - 12.9Total 1,173.6 1,512.8 2,254.9

5. Shareholders' equity: 6,231.2 (4,886.8)

As at 31 December 1999 4,886.8Changes during the year:

Change in consolidated reserves 17.8Change in goodwill 946.9Differences on translation 6.2Profit for the year 514.9Proposed dividend (141.4)

As at 31 December 2000 6,231.2

The change in consolidated reserves reflects the change by RTL Group to IAS accounting standards on 1 July 2000. The creation of RTL Group produced a badwill charge against shareholders’ funds of 967, 20 of which were earned in the income statement in 2000.Differences on translation were 32.8 as at 31 December 2000, compared with 26.6 as at 31 December 1999.These may be analysed as follows:

2000 1999 1998

Imerys 31.3 26.3 0.7RTL Group / CLT-UFA (0.4) (2.3) 0.3Electrafina: North American holdings - 1.1 (4.6)Monument Oil and Gas - - (3.3)PetroFina - - (111.3)Miscellaneous 1.9 1.5 1.3Total 32.8 26.6 (116.9)

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6. Third party interests: 925.3 (1,375.1)2000 1999 1998

Electrafina 925.3 938.9 736.9Audiofina - 436.2 372.0Total 925.3 1,375.1 1,108.9

7. Provisions: 7.8 (11.9)2000 1999 1998

Pensions and similar commitments 0.2 0.3 3.6Other liabilities and charges 7.6 11.6 8.8Total 7.8 11.9 12.4

8. Amounts payable after one year: 819.2 (499.9)These debts are payable as follows:

2003 2004 More than 5 years TotalConvertible unsubordinated loan stock 460.0 210.0 - 670.0Banks - 124.0 25.2 149.2Total 460.0 334.0 25.2 819.2

9. Other amounts payable: 10.2 (228.5)2000 1999 1998

Vivendi - 155.3 718.9Miscellaneous 10.2 73.2 3.3Total 10.2 228.5 722.2

10. Depreciation of goodwill: Group share: 26.9 (5.2)

2000 1999 1998RTL Group / CLT-UFA 24.0 1.6 0.9Imerys 2.1 1.7 2.2Groupe J-C Darmon 0.8 1.1 -PetroFina - - 10.6Miscellaneous - 0.8 1.6Total 26.9 5.2 15.3

Third party interests: 1.6 (1.9)

2000 1999 1998RTL Group / CLT-UFA 1.0 - -Groupe J-C Darmon 0.6 1.7 -PetroFina - - 6.2Miscellaneous - 0.2 1.0Total 1.6 1.9 7.2

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11. Amounts written off on financial assets: - 0.4 (- 28.1)Loss on disposal of financial assets: - 0.2 (- 0.2)Reinstatement of amounts written off on financial assets: 39.6 (5.1)Capital gains on disposal of financial assets: 313.9 (1,385.8)

352.9 (1,362.6)

2000 1999 1998

Audiofina 152.3 - -ING 55.7 - 218.6Total Fina Elf 52.3 - -Suez Lyonnaise des Eaux 39.1 - -Monument Oil and Gas / Lasmo 26.5 62.2 -Cometra Energy (Canada) 14.0 - -Pioneer 9.0 - (23.6)Gillam / RCF 2.0 5.1 -PetroFina - 1,285.4 -Royale Belge / Royale-Vendôme - - 439.8Bernheim-Comofi - - 57.0Havas - - 37.5Axa-UAP (held by Parfinance) - - 32.6Paribas - - 27.5Fibelpar - - 24.3Dewaay - - 23.3Groupe Jean Dupuis, Transcor, Distripar - - 20.2Banque Artesia - - 19.7Axa-UAP (held by GBL) - - (30.8)Miscellaneous 2.0 9.9 9.6Total 352.9 1,362.6 855.7

12. Exceptional expenses: 0.0 (80.7)2000 1999 1998

Expenses associated with new share issues and assimilated transactions - 79.2 8.7Parfinance - - 24.6Miscellaneous - 1.5 0.3Total - 80.7 33.6

13. Group share of losses of companies consolidated using the equitymethod: 0.0 (1.8)

2000 1999 1998

Monument Oil and Gas - 1.8 -CLT-UFA - - 9.9Electrafina: North American holdings - - 1.5Total - 1.8 11.4

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14. Dividends: 148.8 (92.5)2000 1999 1998

Suez Lyonnaise des Eaux 82.9 44.3 35.9Total Fina Elf 57.0 47.3 -ING - - 5.5Miscellaneous 8.9 0.9 0.5Total 148.8 92.5 41.9

15. Group share of profits of companies consolidated using the equitymethod: 139.9 (283.5)

2000 1999 1998

CLT-UFA 73.0 206.6 -Imerys 36.4 56.5 25.6RTL Group 27.5 - -Groupe J-C Darmon 2.5 3.7 -Electrafina: North American holdings 0.5 16.7 -PetroFina - - 105.5Monument Oil and Gas - - 2.9Miscellaneous - - 19.9Total 139.9 283.5 153.9

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16. Summary of balance sheets and income statements of companiesconsolidated using the equity method: (1)

(consolidated figures in million of currency units)

RTL Group (in EUR) (2) 2000 1999

Fixed assets 7,751 1,305Current assets 2,783 2,046Total assets 10,534 3,351

Shareholders' equity (before appropriation) 7,254 1,901Third party interests 14 39Provisions 249 112Debt 3,017 1,299Total liabilities 10,534 3,351

Turnover 2,854 1,383Other operating income and costs (2,513) (1,218) Depreciation of goodwill (172) (69) Profit on disposals of subsidiaries and financial assets 57 157Operating profit 226 253Profit (loss) from companies consolidated using the equity method 17 (8) EBIT 243 245Net financial profit (loss) (5) 56Taxes (142) (183) Third party interests (19) (8) Profit for the year (group share) 77 110

(1) Full accounts of operating subsidiaries' are available on request from the registered office of GBL(2) Consolidated accounts prepared in accordance with IAS accounting standards

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Comments on the main changes are given in the economic summary and the appendices to theconsolidated accounts.

Cash flow from operations 2000 1999 1998Net profit: group share 514.9 1,278.2 882.1Net profit: third party interests 105.8 438.2 104.8Results of companies consolidated using the equity method (139.9) (281.7) (142.5)Dividends from companies consolidated using the equity method 32.3 13.0 60.4Net capital gains on financial assets (313.7) (1.385.6) (743.9)Depreciation and amounts written off (net) (12.1) 32.2 43.5Change in provisions for liabilities and charges (charged and released) (4.1) (0.5) (11.1)Gross cash flow 183.2 93.8 193.3

Change in current assets (43.5) (191.3) 122.3Change in current liabilities (89.3) (562.8) 774.5Change in working capital requirement 45.8 371.5 (652.2)

Net increase (reduction) in cash flow from operations 137.4 (277.7) 845.5

InvestmentsNet change in tangible assets 0.4 0.4 0.2Net change in financial assets 641.8 387.8 (916.6)Net change in amounts receivable over one year (0.9) (5.1) (66.3)

Net increase (reduction) in investments (641.3) (383.1) 982.7

Funding operationsIncrease (reduction) in capital and share premiums - - 14.5Other changes in shareholders’ equity 6.2 143.5 (79.1)Difference IAS RTL Group 17.8 - -Change in third party interests (49.1) (172.0) (983.3)Change in amounts payable after one year 319.3 122.1 93.4Change in financial debt (5.7) (0.1) (70.9)Proposed dividend (141.4) (134.4) (126.2)

Net increase (reduction) in funding 147.1 (40.9) (1,151.7)

Net change in cash and near cash (356.8) (701.7) 676.7

Cash and near cash at end of financial year 1,209.5 1,566.3 2,268.0Cash and near cash at start of financial year 1,566.3 2,268.0 1,591.3Net increase (reduction) in liquid funds (356.8) (701.7) 676.7

Cash flow statement (in EUR million)

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I. Scope and methods of consolidation

The full consolidation method is used for subsidiaries which the group controls effectively or by virtue ofa majority shareholding. Under the full consolidation method, the parent company incorporates each itemof the subsidiary’s assets, liabilities, income and expenses into its consolidated accounts.The proportional consolidation method is used for subsidiaries which the group controls jointly withanother group. Under the proportional consolidation method, the parent company incorporates the groupshare of each item of the subsidiary’s assets, liabilities, income and expenses into its consolidatedaccounts. No third party interests are shown.The equity method is used for related companies over which the group is able to exercise significantinfluence. Operating companies are integrated using the equity method in order to give a better reflectionin the consolidated accounts of the financial holding company aspects of the group, the balances betweenthe various business and the profit flows inherent in its core activity. More detailed information on theconsolidated accounts of unconsolidated subsidiaries is given in the appendix.Subsidiaries whose assets, financial situation and consolidated profits or losses are deemed to have anegligible impact on the consolidated accounts are not consolidated. This includes companies in which thegroup share of shareholders’ funds is less than EUR 5 million, subject to the total value of thesesubsidiaries representing less than 5% of the group’s investment portfolio and consolidated profit.

II. Accounting policies

Formation costsIn principle, formation costs are written off in full in the year in which they are incurred.

GoodwillGoodwill arising on full or proportional consolidation of a subsidiary is apportioned to balance sheetheadings whose book value is below their market value.The apportionment is made in proportion to the weight of each heading concerned compared to its totalmarket value.Capital gains and losses on disposals of shares between fully consolidated companies and companiesintegrated using the equity method are eliminated prorata to the percentage holding in the latter companyand netted off against goodwill arising on their consolidation.Goodwill on companies consolidated using the equity method is depreciated over a period determinedaccording to the nature and duration of the investment. The 20-year period adopted conforms to Belgianpractice for this type of investment. However, where the goodwill on a particular investment is small, itmay be depreciated over a single year. The group shares of goodwill for the same subsidiary are netted off.In principle, badwill relating to a consolidated company or a company integrated using the equity methodis charged to liabilities under a separate heading of shareholders’ funds. However, when such goodwillcorresponds with a future charge, it will be charged to the income statement in parallel with the relevantamount charged to the accounts of the consolidated company or a company consolidated using the equity method.

Appendices to the consolidated accounts(in EUR million)

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Financial assets

1. Investments

Investments are recorded in the accounts at cost; this value may be adjusted if necessary, although

not for related expenses, which are charged to the income statement.

The value of each individual investment is reviewed at the end of the financial year to reflect as

accurately as possible its status, profitability and future prospects.

In principle, for unquoted companies this valuation is based on their estimated worth, i.e.

estimated value adjusted by an objective and conservative estimate of unrealised gains and losses.

Quoted companies are valued on the basis of their year-end share price. However, the Board of

Directors may choose to value a company using some other commonly-used criteria or a

combination of methods including net worth.

Provisions are made against losses on investments which are expected to be permanent. Part of all

of the provisions will be written back as appropriate if the estimated value subsequently exceeds the

written-down value and this rise is expected to be permanent.

Unrealised capital gains are not recorded in the accounts.

The valuation method used for each investment is applied consistently without modification from

year to year unless rendered impossible by a change in circumstances.

2. Receivables

Receivables are stated at face value or at cost. Provisions are charged if recovery is deemed to

be in doubt.

Short-term investments

These are stated at the lower of cost and market value.

Provisions for liabilities and charges

The Board of Directors undertakes a thorough review each year of all provisions charged

previously or to be charged to cover liabilities and charges incumbent upon the company. Full

provision is made against all possible liabilities and charges applicable to the group.

Assets, liabilities, charges and income in foreign currencies

Assets and liabilities denominated in foreign currencies are translated into euro at the

exchange rates ruling at the end of the year. Unrealised exchange gains and losses arising on

translation are recorded in the income statement. However, unrealised gains and losses on

translation of the shareholders’ equity in consolidated companies are not recorded in the

income statement but reported as movements on reserves under the “Differences on

translation” heading.

Income received and expenses incurred in foreign currencies are translated into euro at the

average exchange rates for the year. Gains and losses arising from differences between average

rates and year-end rates are carried to shareholders’ equity under the “Differences on

translation” heading.

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Dividends

Dividends received net of withholding tax are recorded at their gross value under income from

financial assets or income from current assets. The amount of withholding tax is recorded

under the “Taxation” heading.

III. Consolidated companies, including companies consolidated using the equity method(non fully diluted percentage interests as at 31 December 2000)

Fully consolidated (includes 100% subsidiaries)

Consolidated using the equity method

Consolidated using the proportional consolidation method

(1) From 1 July 2000(2) To 30 September 2000

6.5% (1)

46.1%26.2%

20.4% (1)ELECTRAFINA

SFPGIMERYSCOMETRA

100% (2)

GBL Consolidated accounts 67

RTL Group

82.8%

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IV. Fully consolidated subsidiariesPercentage of capital held by

GBL and consolidated subsidiaries as at 31 December (%)

Name and registered office 2000 1999 1998

GBLBelgian Securities BV, Amsterdam 100.0 100.0 100.0Brussels Securities, Brussels 100.0 100.0 100.0GBL Coordination Center, Brussels 100.0 100.0 100.0GBL Finance, Luxembourg 100.0 100.0 100.0Sagerpar, Brussels 100.0 100.0 100.0

Electrafina group 82.8 80.1 76.8Cometra Oil & Gas BV, Amsterdam 100.0 100.0 100.0Electrafina Holding BV, Amsterdam - (1) 100.0Interenergy Investment Corporation, Luxembourg 100.0 100.0 100.0

Audiofina group (2) 51.1 51.5Fratel A, Luxembourg - - (3)

Audiomedia, Luxembourg (2) 100.0 100.0Audiomedia Investments, Brussels (2) 100.0 100.0

(1) Absorbed by Belgian Securities BV on 11 August 1999(2) Deconsolidated on 30 June 2000 on the creation of RTL Group, which is consolidated using the equity method(3) Absorbed by Audiomedia on 1 August 1998

Proportionally consolidated companiesPercentage of capital held by

GBL and consolidated subsidiaries as at 31 December (%)

Name and registered office 2000 1999 1998

Parfinance, Paris - - (1)

CLT-UFA Holding, Luxembourg (2) 50.0 50.0SFPG, Paris 46.1 46.1 46.1

(1) Merged with Imerys on 1 July 1998(2) Deconsolidated on 30 June 2000 on the creation of RTL Group, which is consolidated using the equity method

Subsidiaries not consolidated due to their negligible importancePercentage of capital held by

GBL and consolidatedsubsidiaries as at 31 December (%)

Name and registered office 2000 1999 1998

Electrafina Investments SA, Brussels 100.0 100.0 100.0GBL Participations SA, Brussels 100.0 100.0 100.0GBL Overseas Finance NV, Curaçao 100.0 100.0 100.0Natural Resources Consultants in liquidation, Brussels - - 100.0Finance et Participations in liquidation, Brussels - 100.0 100.0Gillam, Liège - 46.5 46.5LBFC in liquidation, Delaware 57.0 57.0 57.0American Cometra Inc., Fort Worth - 100.0 -

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V. Companies consolidated using the equity method Percentage of capital held by

GBL and consolidated subsidiaries as at 31 December (%)

Name and registered office 2000 1999 1998

GBLDistripar / Belgian Sky Shops, Brussels - - (1)

Groupe Jean Dupuis, Charleroi - - (1)

Imerys, Paris 26.2 26.0 26.1RTL Group, Luxembourg 6.5 - -Transcor, Brussels - - (1)

Electrafina group 82.8 80.1 76.8American Cometra of Delaware in liquidation,

Fort Worth - - 100.0Cometra Energy (Canada), Calgary (2) 100.0 100.0Monument Oil and Gas, London - (3) 26.2PetroFina, Brussels - (4) 22.6RTL Group, Luxembourg 20.4 - -

Audiofina group (5) 51.1 51.5CLT-UFA, Luxembourg (5) 49.2 49.0Groupe Jean-Claude Darmon, Marseille (5) 28.0 25.0

(1) Sold in October 1998(2) Deconsolidated on 1 October 2000(3) Deconsolidated on 1 July 1999(4) Deconsolidated on 1 January 1999(5) Deconsolidated on 30 June 2000 on the creation of RTL Group, which is consolidated using the equity method

VI. Other main (1) shareholdings of 10% or more held by consolidated companiesPercentage of capital held by

GBL and consolidated subsidiaries as at 31 December (%)

Name and registered office 2000 1999 1998

Belfin, Brussels 14.0 14.0 14.0

(1) A list of other shareholdings of 10% or more held by consolidated companies is available at the registered office of GBL and will be filed with the Belgian NationalBank together with the annual accounts

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VII. Statement of tangible assetsLand and Furniture Other tangible Totalbuildings and vehicles assets

a. CostClosing balance at end of last year 0.2 2.8 0.0 3.0Changes during the year

Acquisitions 0.0 0.1 0.2 0.3Changes in scope of consolidation 0.0 (0.2) 0.0 (0.2)

Subtotal 0.0 (0.1) 0.2 0.1Closing balance at end of this year 0.2 2.7 0.2 3.1

b. Depreciation and amounts written offClosing balance at end of last year 0.1 1.8 0.0 1.9Changes during the year

Charged 0.0 0.2 0.2 0.4Changes in scope of consolidation 0.0 (0.2) 0.0 (0.2)

Subtotal 0.0 0.0 0.2 0.2Closing balance at end of this year 0.1 1.8 0.2 2.1

c. Net book valueat the end of this year (a - b) 0.1 0.9 0.0 1.0

VIII. Statement of financial assets

1. Companies consolidated using the equity method

InvestmentsClosing balance at end of last year 852.9Changes during the year

Disposals – capital repayments (38.7)Profit generated 139.9Dividends received (40.6)Differences on translation 8.2Changes in scope of consolidation 1,415.4

Subtotal 1,484.2Closing balance at end of this year 2,337.1

Amounts receivableClosing balance at end of last year 127.8Changes during the year

Changes in scope of consolidation (127.8)Subtotal (127.8)Closing balance at end of this year 0.0

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2. Other companies

Investments, stocks and sharesa. CostClosing balance at end of last year 4,559.9Changes during the year

Acquisitions 16.9Disposals (453.6)Goodwill on consolidation 9.7Changes in scope of consolidation (7.9)

Subtotal (434.9)Closing balance at end of this year 4,125.0

b. Amounts written offClosing balance at end of last year 113.1Changes during the year

Charged 0.4Released (39.6)Cancelled (13.7)Changes in scope of consolidation (1.3)

Subtotal (54.2)Closing balance at end of this year 58.9

c. Net book value at the end of this year (a - b) 4,066.1

Amounts receivablea. CostClosing balance at end of last year 0.8Changes during the year

Depreciation (0.8)Additions 49.2

Subtotal 48.4Closing balance at end of this year 49.2

b. Amounts written offClosing balance at end of last year 0.0Changes during the year

Charged 0.0Changes in scope of consolidation 0.0

Subtotal 0.0Closing balance at end of this year 0.0

c. Net book value at the end of this year (a - b) 49.2

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IX. Changes in shareholders’ equityCapital Share Reserves Goodwill Translation Total

premiums differences

Closing balance at end of last year 610.8 705.6 3,543.0 0.8 26.6 4,886.8Changes during the year

Differences on translation - - - - 6.2 6.2Creation of RTL Group - - 17.8 946.9 - 964.7Profit for the year - - 514.9 - - 514.9Dividend - - (141.4) - - (141.4)

Closing balance at end of this year 610.8 705.6 3,934.3 947.7 32.8 6,231.2

X. Statement of goodwill arising on consolidationGoodwil Badwill

Closing balance at end of last yearGross 126.3 0.8Depreciation (7.9)

Net book value at end of last year 118.4 0.8Changes during the year

Increases in percentage shareholdings 516.5 967.1Depreciation (28.5) (20.2)

Subtotal 488.0 946.9Closing balance at end of this year

Gross 637.7 967.9Depreciation (31.3) (20.2)

Net book value at end of this year 606.4 947.7

XI. Statement of amounts payable after one yearMaturing within Maturing in Maturing in more Total Overall

one year more than one year than 5 years payable beyond Totaland less than 5 years one year

Unsubordinated loan stock 123.9 - - - 123.9Unsubordinated loan stock redeemable in shares - 670.0 - 670.0 670.0Banks - 124.0 25.2 149.2 149.2Total 123.9 794.0 25.2 819.2 943.1

XII. Average number of employees employed by fully integrated companies: 38

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XIII. Rights and commitments not shown on the balance sheet2000 1999

Guarantees given by third parties on behalf of the group 0.3 0.3Guarantees given on behalf of third parties 8.8 26.1

Loans granted by Belgian Securities 8.7 26.0Other 0.1 0.1

Guarantees received - 25.9Guarantees related to issue of bearer certificates 2.1 5.9Investment and divestment commitments 238.4 828.9

Investment commitments 238.4 823.2Divestment commitments - 5.7

Foreign currencies on term market 150.5 -Put and call options 117.5 69.3Interest swaps 249.7 317.7Caps, floors and collars 149.2 123.9Interest swap assets - 163.4Miscellaneous 11.2 11.2

Financial instruments employedGBL group uses financial derivatives within strict limits to improve treasury profitability. Such transactionsare recorded under the commitments heading at their face values; this does not reflect the risks ofongoing transactions, which are a small percentage of the face values. Overall, transactions maturingduring the 2000 financial year were highly profitable, contributing to a significant improvement in theprofitability of treasury operations.

Summary of accounting policies applicable to financial derivatives Forward currency contracts not intended to cover specific transactions are valued using theyear-end exchange rate, and a provision for liabilities and charges is set aside to cover anyunrealised loss which may arise on maturity.In respect of forward purchases of loan stock, a provision for liabilities and charges is set asideto cover the negative difference between the forward price of the loan stock at the end of thefinancial year and their forward purchase price. In respect of loan stock sold forward and notcovered by identical stock, a provision is also set aside to cover the negative differencebetween the forward selling price and the share price on the stock exchange at the end of thefinancial year.Put and call options purchased are revalued at their price at the end of the financial year. Anynegative difference between the closing price and purchase price is charged to the incomestatement. Put and call options granted are subject to the same analysis; a provision forliabilities and charges is set aside to cover any negative difference between selling andpurchase prices.Calculations of the market value of swap contracts may indicate the existence of unrealisedlosses on certain contracts. Except where such contracts intended to cover specifictransactions, a provision for liabilities and charges is set aside to cover such unrealised losses.

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XIV. Relationships with subsidiary and associated companies

Subsidiary Associated companies companies

Financial assetsinvestments 27.2amounts receivable 25.2

Financial profitincome from financial assets 0.6income from current assetsinterest expenses

XV. Total amount of remuneration and retirement benefits paid to Directors

Total remuneration paid to parent company Directors for the financial year in respect of their function in the parent company, its subsidiaries and associated companies: 4.3Extraordinary pension provision: 0.0

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Report of the Statutory Auditor to the Annual General Meeting of shareholders onthe consolidated accounts for the year ending on 31 december 2000

To the shareholders,

In accordance with the legal and statutory requirements, we report on our audit assignment which youhave entrusted to us.

We have examined the consolidated annual accounts for the year ended 31 December 2000, which havebeen prepared under the responsibility of the Board of Directors and which show a balance sheet total ofEUR 8,296.8 million and an income statement resulting in a profit, for the year of EUR 514.9 million(group’s share). In addition, we have performed specific procedures with respect to the Directors’ report.

Unqualified audit opinion on the financial statementsOur examination has been conducted in accordance with the auditing standards of the “Institut desReviseurs d’Entreprises/Instituut der Bedrijfsrevisoren”. Those standards require that we plan and performthe audit to obtain reasonable assurance about whether the consolidated annual accounts are free ofmaterial misstatement and are in compliance with the Belgian legal and regulatory requirements.

In accordance with these standards we have taken into account the administrative and accountingorganization of your company as well as the procedures of internal control. The responsible officers of thecompany have clearly replied to all our requests for information and explanations. We have examined, on atest basis, the evidence supporting the amounts included in the consolidated financial statements. We have assessed the accounting policies used, the significant estimates made by the company and theoverall presentation of the consolidated annual accounts. We believe that our audit provides a reasonablebasis for our opinion.In our opinion, the consolidated annual accounts present fairly the financial position of the company as of31 December 2000, and the results of its operations for the year then ended taking into account the legaland regulatory requirements, and the supplementary information given in the notes is adequate.

Additional certificationsWe supplement our report with the following certifications which do not modify our audit opinion on theconsolidated financial statements:- The Directors’ report includes the information required by the Companies Code and is in accordancewith the consolidated financial statements.

Brussels, 21 March 2001

The Statutory Auditor,

DELOITTE & TOUCHEReviseurs d’Entreprises SC s.f.d. SCRLRepresented by Michel Denayer

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Report of the Statutory Auditor

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Balance sheet 2000 1999 1998 1997Fixed assets 7,059.8 5,547.8 3,531.3 3,657.7Current assets 1,237.0 1,634.2 2,538.5 1,813.4Total assets 8,296.8 7,182.0 6,069.8 5,471.1Shareholders' equity 6,231.2 4,886.8 3,599.5 2,908.3Third party interests 925.3 1,375.1 1,108.9 1,987.3Provisions for liabilities and charges 7.8 11.9 12.4 23.5Long-term debt 819.2 499.9 377.8 284.4Short-term debt 313.3 408.3 971.2 267.6Total liabilities 8,296.8 7,182.0 6,069.8 5,471.1

Income statementProfits of companies consolidated using the equity method 139.9 281.7 142.5 396.2Financial income 207.4 190.7 168.2 178.8Amounts written back and capital gains on disposals 391.5 1,443.8 976.5 566.1Exceptional income 0.1 1.9 0.3 3.7Tax adjustments 0.2 6.2 0.0 0.0Total income 739.1 1,924.3 1,287.5 1,144.8Financial expenses 44.9 47.5 63.2 93.1Operating costs 18.6 18.2 18.0 14.5Depreciation, provisions and amounts written off 4.8 42.7 154.3 23.2Exceptional expenses 0.0 80.7 33.6 3.1Taxes 21.6 11.7 9.0 8.9Depreciation of goodwill 28.5 7.1 22.5 25.1Profit for the year

group share 514.9 1,278.2 882.1 786.5third party interests 105.8 438.2 104.8 190.4

Total expenses 739.1 1,924.3 1,287.5 1,144.8

Profit per shareTotal 21.07 52.32 36.30 32.90Operating 8.37 6.83 6.38 7.93

Gross dividendPer share 6.00 5.50 5.35 5.21

Coupon number for dividend - 39 38 37

Estimated value per share 409.98 342.20 239.64 178.36

Number of shares in issue 24,432,025 24,432,025 24,432,025 24,299,940

Number of warrants in issue 0 0 0 1,483,638

Weighted average number of shares 24,432,025 24,432,025 24,300,659 23,903,200

Consolidated figures over10 years(in EUR million)

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10542-GBL fin 2000 ENG 20/06/01 11:16 Page 76

1996 1995 1994 1993 1992 19913,835.2 3,484.0 3,200.0 2,912.0 2,712.0 2,530.4

871.0 506.3 453.3 405.3 696.6 832.24,706.2 3,990.3 3,653.3 3,317.3 3,408.6 3,362.62,198.2 1,874.0 1,839.0 1,769.2 1,694.0 1,600.71,910.0 1,452.1 1,230.2 1,093.5 1,033.2 1,058.4

18.8 5.0 7.1 11.1 11.2 12.9319.4 202.2 295.7 194.9 221.0 496.2259.8 457.0 281.3 248.6 449.2 194.4

4,706.2 3,990.3 3,653.3 3,317.3 3,408.6 3,362.6

321.5 287.0 237.6 207.7 160.3 180.383.8 58.7 55.6 67.5 96.6 96.5

512.6 27.9 70.9 37.3 50.9 120.05.8 1.6 2.3 2.6 0.0 3.00.0 0.3 0.0 2.6 0.1 0.0

923.7 375.5 366.4 317.7 307.9 399.847.7 36.4 30.7 35.8 45.6 46.813.7 10.4 11.7 12.3 14.0 19.7

17.5 7.7 4.1 0.0 8.7 34.423.1 1.5 11.9 4.6 0.5 17.10.9 2.6 1.9 2.4 2.4 3.4

38.3 24.1 26.0 21.7 21.7 21.0

418.7 163.7 164.4 158.2 157.0 174.1363.8 129.1 115.7 82.7 58.0 83.3923.7 375.5 366.4 317.7 307.9 399.8

17.80 6.97 6.99 6.97 6.89 7.988.18 7.02 6.57 6.42 5.50 5.38

4.96 4.84 4.84 4.84 4.71 4.71

36 35 33 32 30 29

144.72 122.93 116.63 126.95 88.87 94.37

23,508,759 23,508,607 23,508,600 22,750,218 22,749,564 22,748,963

2,274,819 2,274,971 2,274,978 0 2,696,155 2,696,756

23,508,679 23,508,600 23,508,580 22,749,992 22,749,214 21,809,946

GBL Consolidated accounts 77

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10542-GBL fin 2000 ENG 20/06/01 11:16 Page 78

Note on the importance of consolidated accounts in relation to annual accounts 81

Note on the annual accounts 82

Accounting principles 83

Balance sheet 84

Income statement 86

Appropriation of profit 88

Distribution 88Capital statement as at 31 December 2000 89

Annual accounts

An abbreviated version of the Groupe Bruxelles Lambert S.A.annual accounts is presented in this section of the annualreport.

As required by Belgian law. the annual accounts. managementreport of the Board of Directors and Statutory Auditor’s reporthave been filed with the Banque Nationale de Belgique(Belgian National Bank).

These documents are available on request from:GROUPE BRUXELLES LAMBERT S.A.The Company SecretaryAvenue Marnix 24B - 1000 Brussels (Belgium)

The Statutory Auditor’s Report on the annual accounts wasunqualified.

The financial statement for the 1998 financial year has beenconverted into euro at the official conversion rate fixed on31 December 1998 by the European political authorities,BEF 40.3399 = EUR 1.

GBL Annual accounts 79

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80 GBL Annual accounts

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In GBL’s accounts, the balance sheet shows the total assets and liabilities on 31 December each year,while the income statement describes the effects of the various transactions entered into by GBL duringthe financial year.

GBL assets listed in the accounts include the following directly-held investments in other companies:• investments in operating companies held directly by GBL: RTL Group (also held by Electrafina),

Imerys and Rhodia;• Electrafina;• fully-owned subsidiaries, including Brussels Securities, GBL Coordination Center, Sagerpar

and GBL Finance.

GBL’s other main operating companies are held by via Electrafina, which holds investments in RTL Group,Suez Lyonnaise des Eaux, Total Fina Elf and Lasmo.

GBL’s income statement reports on all income and expenditure relating to financial transactions enteredinto by GBL in connection with its directly-held investments. Portfolio income consists mainly of dividendsreceived from the directly-held investments listed above.

The slight delay in recording dividends received from companies not directly owned by GBL(e.g. TotalFinaElf, Suez Lyonnaise des Eaux and RTL Group) in GBL’s annual accounts is due to the factthat they are received in the form of dividends distributed by Electrafina.This delay does not apply to entries in the consolidated accounts, because the consolidated accountsreflect GBL’s share of the actual results of the operating companies during the financial year rather thandividends received by the intermediate holding companies.

The consolidated accounts extend the concept of GBL as an entity to encompass the whole GBL group,comprising the parent company GBL and all consolidated shareholdings, including Electrafina and fully-owned subsidiaries. Thus the consolidated accounts show the results of all transactions with third partiesentered into by all GBL group companies. Intra-group transactions among group companies are eliminatedfor the purposes of consolidation: these are mainly dividends paid and received within the group andprofits or losses arising from transactions between group companies.

Two examples illustrate the above principles:• Dividends recorded in the GBL annual accounts are EUR 157.8 million, while the consolidated

accounts show a figure of EUR 148.8 million; dividends received by GBL from Electrafina(EUR 116.3 million), RTL Group (EUR 11.1 million) and Imerys (EUR 13.4 million) are eliminated.Thus the consolidated accounts show only dividends received by Electrafina, mainly those relating toSuez Lyonnaise des Eaux and Total Fina Elf.

• The capital gain shown in the GBL annual accounts on the sale of RTL Group shares is EUR 122.1 million,while the consolidated accounts show a figure of EUR 152.3 million.

In conclusion, analysis of the GBL balance sheet and income statement given in the annual accountsrequires prior study of the GBL group consolidated balance sheet and income statement, which analyseand detail all transactions entered into by the group as a whole during the past financial year.

Note on the importance of consolidated accounts in relationto annual accounts

GBL Annual accounts 81

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Total assets of the parent company, Groupe Bruxelles Lambert S.A., were EUR 4,634 million as at31 December 2000, compared with EUR 3,880 million as at 31 December 1999, a rise of EUR 754 million.

Financial assets show a rise of EUR 841 million, resulting mainly from the following transactions:• The net purchase of RTL Group shares (EUR 578 million) and reclassification of shares

(net book value EUR 93 million) coming from short-term investments.• The net purchase of Electrafina shares (EUR 155 million), raising GBL’s direct interest in this

company to 82.8%.• The purchase of Rhodia shares (EUR 11 million), raising GBL’s direct interest in this company to 5.3%.

Current assets were EUR 19 million, a fall of EUR 86 million compared with the 1999 figure. This fall is duemainly to the reclassification of RTL Group shares (EUR 93 million) to financial assets.

Shareholders’ funds rose by EUR 80 million after appropriation of profit for the financial year.

Debts were EUR 1,344 million at the end of 2000, reflecting a rise of EUR 661 million due primarily toinvestments in Electrafina and RTL Group shareholdings.

Net profit for the year was EUR 222 million, compared with EUR 124 million in 1999. This mainly comprisesdividend income (EUR 158 million, of which EUR 116 million were received from Electrafina), capital gains onthe sale of RTL Group shares (EUR 122 million), interest charges (EUR 41 million) and exceptional charges(EUR 14 million).

82 GBL Annual accounts

Note on the annual accounts

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Accounting principles

The accounting principles used for the parent company accounts are identical to those used for theconsolidated group accounts apart from the following exceptions:• operating income and expenditure in foreign currencies not in the euro zone are translated into euro

at the exchange rate applicable on the date of the transaction;• provisions applicable solely to the consolidated accounts, such as those set out in Volume II,

Chapter II of the Royal Decree of 30 January 2001 implementing the Companies Code.

GBL Annual accounts 83

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Assets

2000 1999 1998

Fixed assets 4,615,834 3,774,995 3,038,156III. Tangible assets 859 935 961

C. Furniture and vehicles 859 935 961IV. Financial assets 4,614,975 3,774,060 3,037,195

A. Subsidiary companies 4,433,505 3,603,357 3,028,2071. Investments 4,433,505 3,603,357 3,028,207

B. Associated companies 868 868 8681. Investments 868 868 868

C. Other financial assets 180,602 169,835 8,1201. Stocks and shares 180,601 169,834 8,1192. Amounts receivable and

cash guarantees 1 1 1Current assets 18,655 105,130 1,385,160V. Receivables due after more than one year - 671 671

B. Other amounts receivable - 671 671VII. Receivables due within one year 2,029 3,110 1,361,712

A. Trade receivables 134 162 225B. Other amounts receivable 1,895 2,948 1,361,487

VIII. Short-term investments 6,588 99,908 7,022IX. Cash at bank and in hand 10,023 1,441 1,243X. Prepayments and accrued income 15 - 14,512

Total 4,634,489 3,880,125 4,423,316

Balance sheet(in EUR thousand)

84 GBL Annual accounts

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Liabilities

2000 1999 1998

Shareholders’ equity 3,265,565 3,185,304 3,196,088I. Share capital 610,801 610,801 605,654

A. Share capital 610,801 610,801 605,654II. Share premium account 705,554 705,554 710,701IV. Reserves 559,119 159,119 158,604

A. Legal reserve 61,080 61,080 60,565B. Inalienable reserve 24,891 24,891 24,891

2. Other reserves 24,891 24,891 24,891C. Tax-exempt reserves 68,190 68,190 68,190D. Distributable reserves 404,958 4,958 4,958

V. Profit carried forward 1,390,091 1,709,830 1,721,129

Provisions for liabilities and charges and deferred taxes 25,184 11,789 3,580VII. Provisions for liabilities and charges 25,184 11,789 3,580

A. Pensions and similar obligations 243 263 1,526D. Other liabilities and charges 24,941 11,526 2,054

Amounts payable 1,343,740 683,032 1,223,648VIII. Amounts payable after more than one year 257,077 381,147 381,147

A. Financial debts 257,077 381,147 381,1472. Unsubordinated debenture loans (1) 257,077 257,078 257,0785. Other loans (1) - 124,069 124,069

IX. Amounts payable within one year 1,076,929 292,497 831,981

A. Portion of long-term debt falling due within one year (1) 124,069 - 14,874

B. Financial debts 807,500 52,000 -2. Other loans 807,500 52,000 -

C. Trade creditors 73 85 1421. Suppliers 73 85 142

D. Taxes, remuneration and social security 1,161 745 1,2501. Taxes 999 661 1,1182. Remuneration and social security charges 162 84 132

F. Other amounts payable 144,126 239,667 815,715X. Accruals and deferred income 9,734 9,388 10,520

Total 4,634,489 3,880,125 4,423,316

(1) Statement of long-term debts (unsecured debts)Unsubordinated debenture loans 257,077 257,078 257,078Other loans - 124,069 138,943

GBL Annual accounts 85

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86 GBL Annual accounts

Expenses

2000 1999 1998

A. Interest expenses 41,490 32,260 23,915B. Other financial costs 2,698 1,534 21,897C. Miscellaneous goods and services 8,651 8,073 7,386D. Remuneration, social security charges and pensions 532 600 872E. Miscellaneous operating costs 24 55 81F. Depreciation and amounts written off the value

of establishment costs and tangible andintangible assets 228 31 42

G. Amounts written off 793 1,297 26,4901. financial assets - 1,297 26,3882. current assets 793 - 102

H. Provisions for liabilities and charges 31 246 665I. Losses on disposals 1,519 9 103,527

1. tangible and intangible assets 55 - -2. financial assets 181 8 37,7943. current assets 1,283 1 65,733

J. Exceptional charges 13,688 9,123 7,699L. Profit for the year 221,621 123,592 951,138

Total 291,275 176,820 1,143,712

N. Profit for the year available for appropriation 221,621 123,592 951,138

Income statement(in EUR thousand)

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GBL Annual accounts 87

Income

2000 1999 1998

A. Income from financial assets 157,764 120,203 168,5691. dividends 157,764 120,203 168,1992. interests - - 370

B. Income from current assets 995 20,389 20,965C. Other financial income 978 3 7,207D. Income from services provided 1,937 1,846 1,481E. Other operating income 1,638 1,888 3,214G. Reinstatement of amounts written off on 5,793 24,243 220

1. financial assets 4,070 19,971 -2. current assets 1,723 4,272 220

H. Release of provisions for liabilities and charges - 1,239 8I. Gains on disposals 122,150 6,303 942,045

1. tangible and intangible assets 1 7 32. financial assets 122,149 28 880,8323. current assets - 6,268 61,210

J. Exceptional income 20 706 2L. Adjustments of taxes and release of tax provisions - - 1

Total 291,275 176,820 1,143,712

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88 GBL Annual accounts

With profits carried forward from previous years of EUR 1,709,830,204.81, the profit available forappropriation amounts to EUR 1,931,451,371.58. The Board of Directors will propose the followingappropriation of profits to the General Meeting on 26 April 2001:

Dividends on 23,560,006 shares 141,360,036.00Transfer to distributable reserve 400,000,000.00To be carried forward 1,390,091,335.58

Dividend per share2000 1999 1998(in EUR)

Gross Net Gross Net Gross Net

Per share 5.500 4.125 5.355 4.016Per share + VVPR strip 5.500 4.675 5.355 4.551

2000 1999 1998

Profit available for appropriation 1,931,451 1,844,721 1,847,616Profit for the year available for appropriation 221,621 123,592 951,138Profit brought forward 1,709,830 1,721,129 896,478

Transfer to reserves (400,000) (515) (327)To the legal reserve - 515 327To other reserves 400,000 - -

Profit to be carried forward (1,390,091) (1,709,830) (1,721,129)Profit to be carried forward 1,390,091 1,709,830 1,721,129

Distribution of profits (141,360) (134,376) (126,160)Dividends 141,360 134,376 126,160

Appropriation of profit(in EUR thousand)

Distribution

6.00 4.506.00 5.10

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GBL Annual accounts 89

Capital statement as at 31 december 2000

1. Share capital

Issued capital

The fully-paid share capital as at 31 December 2000 was EUR 610,800,625, represented by 24,432,025shares without nominal value.Further to a resolution passed by the Extraordinary General Meeting of 25 May 1999, the share capital wasconverted into and is expressed in euro.

Capital structure:Number of shares

Registered and bearer sharesRegistered 15,217,992Bearer 9,214,033

All shares carry the same rights.In accordance with clause 28 of the Company’s Articles of Association, each share carries an entitlementto one vote.GBL has not issued any other class of shares such as non-voting or preference shares.

2. GBL shares held by subsidiaries

• Capital value held (in EUR thousand) 46,799

• Number of shares held 1,871,946

3. Authorised capital

A resolution passed by the Extraordinary General Meeting of 25 May 1999 authorised the Board of Directors to:• issue one or more tranch(es) of new shares up to a total value of EUR 250,000,000;• decide to issue one or more tranch(es) of convertible loan stock or subscription rights up to a total

value such that the value of new shares that may be issued through the exercise of subscription rights or conversion rights attached to the loan stock does not result in the total capital exceeding the authorised limit.

In either case and should it be in the company’s interest, the Board of Directors may restrict or cancelshareholders’ preferential subscription rights in conformity with the terms and conditions laid down by law.

This option, first granted on 26 May 1992, renewed on various occasions and last extended on 25 May 1999,is valid for a term of five years up to and including 17 June 2004.

The authorised capital currently remains at EUR 250,000,000.

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90 GBL Annual accounts

4. Capital history since 1 January 1998

5. Shareholders

The shareholder structure set out below is based upon declarations received up to and including12 October 2000 in compliance with clause 1 of the Act of 2 March 1989 relating to the public declaration of major shareholdings.

Date Change Capital in EUR Number of shares issued

01.01.1998 Starting situation 602,379,777.84 24,299,94030.06.1998 586,355 warrants exercised (1) 35,647.09 1,43829.12.1998 870,641 warrants exercised (2) 3,238,654.53 130,64725.05.1999 Capital increase through incorporation

of share premiums (3) 5,146,545.54 -Total 610,800,625.00 24,432,025

(1) In June 1998, holders of 584,917 warrants exercised their options for conversion to existing shares and 1,438 opted for conversion to new shares(2) In December 1998, holders of 739,994 warrants exercised their options for conversion to existing shares and 130,647 opted for conversion to new shares(3) At the Extraordinary General Meeting of 25 May 1999, the share capital was converted into euro and increased through the incorporation of share premiums to

round up the net book value per share to EUR 25

Shareholders Number of shares held % Date of declarationPargesa Netherlands B.V.Rodenrijselaan 23b NL - 3037 XB Rotterdam 12,970,709 53.09 12/10/2000Sagerpar S.A.Avenue Marnix 241000 Brussels 999,927 4.09 12/10/2000Brussels Securities S.A.Avenue Marnix 241000 Brussels 693,500 2.84 12/10/2000Fonds de Pension GBLAvenue Marnix 241000 Brussels 1,500 0.01 12/10/2000Total held by Pargesa and associated companies 14,665,636 60.03

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GBL Annual accounts 91

6. Shareholding structure as at 31 December 2000

PARJOINTCO

100%

GROUPE FREREBOURGEOISCNP/NPM

POWER FINANCIALCORPORATION

GBL

BrusselsSecurities Sagerpar

PARGESA HOLDING

100%4.1%3.6%

54.6%

54.7%

50%50%

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92 GBL Glossary

Glossary

Shareholders’ equity Capital, share premiums, revaluation surpluses, reserves and profit/loss carried

forward net of third party interests, after deduction of dividends and transfers to

or from tax-exempt reserves

Market capitalisation The total value at market prices of the securities in issue for a company. (market value) Calculated by multiplying the market price per share by the number of shares in

issue plus the number of shares represented by loan stock redeemable in shares

Net result The profit or loss excluding third party interests and before transfers to or from

tax-exempt reserves

Profit distribution Dividends and director’s bonuses

Earnings per share Total profit for the year after taxation and interest divided by the weighted average

number of shares in issue over the year

Gross dividend per share The dividend per share before deduction of withholding tax

Share price The price quoted on the stock exchange on 31 December

Number of shares in issue Number of capital shares in issue on 31 December

Group share (%) Percentage of the company’s share capital held directly and indirectly via

intermediate companies

Weighted average number Obtained by adding, prorata temporis, any shares issued as a result of capitalof shares increases during the current year to the number of shares in issue on

31 December of the previous year

Fully diluted Taking into account the number of shares that would be in issue after the exercise

of all outstanding warrants and options and the conversion of all outstanding loan

stock redeemable in shares

Estimated value (break-up value) The amount obtained by valuing the consolidated assets i.e. mainly the group’s

investments, at market value, and adding net group treasury.

The market value of investments is:

• the share price for quoted companies;

• the higher of cost of acquisition and the group share of shareholders’ funds for

unquoted fully consolidated subsidiaries or companies consolidated using

the equity method;

• the book value of unquoted companies not consolidated in the accounts and

not consolidated using the equity method.

The estimated (break-up) value takes into account the conversion of warrants and

options when they are in the money, i.e. when the market price is higher than the

conversion price.

However, applying the principle of caution, a shareholding is valued at its

realisable value if this is known and is less than the market price.

Most of GBL’s portfolio is composed of major shareholdings in companies.

Although this factor could produce valuations in excess of market prices, the

estimated value ignores any such control premium

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GBL Glossary 93

Estimated value per share The total estimated value divided by the number of shares in issue plus the

number of shares represented by loan stock redeemable in shares as at

31 December

Discount The percentage difference between the market (share) price and the estimated

value per share

Operating result The operating result of companies integrated in the accounts using the equity

method corresponds with that defined by the companies themselves in

accordance with the current standards and practices of their own business

sectors. The operating result includes depreciation of goodwill recorded by

companies consolidated using the equity method on their investment acquisitions

VVPR strip The VVPR strip is presented at the same time as the corresponding dividend

coupon attached to a share, and entitles the holder to pay a reduced rate of 15%

withholding tax instead of the normal 25%

Annual average market price The arithmetic mean of the market (share) price at the close of each day’s trading

during the financial year

Gross annual return Calculated from the market price and the gross dividend received, the gross

annual return

Gross dividend received + change in share price

=between 1 January and 31 December

Share price on 1 January

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10542-GBL fin 2000 ENG 20/06/01 11:16 Page 94

For further information, please contact:

Groupe Bruxelles Lambert S.A.

Avenue Marnix 24 - B-1000 Brussels

VAT: BE 403228010 - RCB 246 108

Website: http://www.gbl.be

To obtain a copy of the annual report or if your address has changed, please contact:

Carine Dumasy • Tel.: 32/2/547.23.52 • Fax: 32/2/547.22.85

e-mail: cdumasy@gbl.be

In the event of loss or theft, or for information about GBL shares, please contact:

Marc Desclez • Tel.: 32/2/547.24.28 • Fax: 32/2/547.22.85

e-mail: mdesclez@gbl.be

Dit jaarverslag is ook verkrijgbaar in het nederlandsCe rapport annuel est aussi disponible en français

Editor: Thierry de RudderAvenue des Bécasses 6 - B-1640 Rhode-St-Genèse

Design and production: Landmarks, BrusselsPhotographs: Benelux Press, Rhodia © L. Hautecœur, Van Parys Media, Image library Imerys Printed in Belgium by Vanmelle

GBL For futher information 95

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