Cobepa Annual Report 2009

2009 | Meaningful growthA N N U A L R E P O R T 2 0 0 9

2 Annual report 2009 Cobepa

In million € 31.12.2004 31.12.2005 31.12.2006 31.12.2007 31.12.2008 31.12.2009

Net Asset Value 527.5 610.6 776.9 851.9 700.1 956.6

Normalized net current earnings * 6.1 10.7 14.3 19.9 20.2 19.5

Net earnings * 22.8 61.0 34.9 65.5 (10.9) 244.7

Gross dividend – 25.6 24.2 25.3 25.0 30.7

* Restricted consolidated results, Group’s share

Key f igures

Net asset value as of (in million €) 31.12.2004 31.12.2005 31.12.2006 31.12.2007 31.12.2008 31.12.2009

Net Asset Value 527.5 610.6 776.9 851.9 700.1 956.6

– Growth capital 323.0 61.2% 394.1 64.5% 618.0 79.5% 702.8 82.5% 636.0 90.8% 610.6 63.8%

· Listed 97.8 18.5% 145.6 23.8% 154.5 19.9% 145.9 17.1% 55.8 7.9% 149.2 15.6%

· Unlisted 225.2 42.7% 248.5 40.7% 463.5 59.7% 556.9 65.4% 580.2 82.9% 46 1.4 48.2%

– LBO 0.0 0.0% 29.1 4.8% 52.7 6.8% 65.1 7.6% 73.5 10.5% 94.8 9.9%

– Other Assets 204.5 38.8% 187.4 30.7% 106.2 13.7% 84.0 9.8% -9.4 -1.3% 251.3 26.3%

In € 1 31.12.2004 1 31.12.2005 2 31.12.2006 31.12.2007 31.12.2008 3 31.12.2009

Net Asset Value 30.50 35.30 42.93 47.07 38.68 46.70

Normalized net current earnings * 0.35 0.61 0.82 1.10 1.12 0.95

Net earnings * 1.32 3.53 1.99 3.62 (0.60) 1 1.90

Gross dividend – 1.48 1.37 1.40 1.38 1.50

* Restricted consolidated results, Group’s share1. The capital is represented by 17,297,861 shares2. The capital is represented by 18,098,190 shares; the new shares entitled to dividends from 1 July 2006 3. The capital is represented by 20.483.105 shares; the new shares are entitled to dividends from 1 January 2009

Key f igures per share

48.2%

15.6%

Growth Capital

LBO

Other Assets

Unlisted

Listed

9.9%

63.8%

26.3%

Net Asset Value as of 31. 12.2009

KEY FIGURES

Annual report 2009 Cobepa 3

TABLE OF CONTENTS

DESCRIPTIVE SECTION

Key Figures 2

Message to the Shareholders 5

Management Report 6

Board of Directors 14

Management Team 14

Corporate Governance 15

PORTFOLIO

Simplified Group Structure 19

Portfolio 20

FINANCIAL SECTION

Restricted Consolidated Accounts 26

Statutory Accounts 47

Calendar & Address 55

2009.Sharing a vision.



MESSAGE TO THE SHAREHOLDERS

Keeping an eye on growth.

Christian Varin Jean-Marie Laurent Josi Charles de Liedekerke Managing Director Managing Director Chairman

In 2009, Western economies were severely affected by the economic crisis: reductions in GNP, increased unemployment, rising public deficits, larger number of bankruptcies and credit access problems. These different elements have naturally affected the majority of companies; the economic environment has made their management more complicated and the subsequent lack of visibility makes medium-term planning problematic.

In this context of uncertainty and instability, the shareholders need to be able to provide companies with effective support to enable them to react appropriately. The choices to be made are often delicate: on the one hand, companies are required to quickly take measures in order to safeguard profitability and cash flow, while on the other hand, it is important to uphold a competitive advantage, based among others on human capital and investment in order to preserve or increase market shares and ensure future growth over the long term. Recent months have illustrated how a high level of indebtedness can reduce a company’s room for manœuvre by forcing it to drastically reduce its investments or sell promising assets. The risks of over-indebtedness have been overlooked over recent years but the economic crisis has emphasized this.

It would however be wrong to think or to act as if this crisis is a passing phenomenon, with no long-term consequences. Indeed, each period of recession has always led

to profound economic changes, which all companies must be attentive to in order to preserve their future.

One of these structural changes is connected with the pressing need for companies to take into account the impact of their activities on the environment. Issues associated with pollution, climate, biodiversity and energy resources must not be disregarded. This admission has led Cobepa to structure a dedicated investment vehicle, BeCapital, which invests exclusively in companies that are developing technologies that have a positive impact on the environment. This initiative has been developed in partnership and close cooperation with La Compagnie Benjamin de Rothschild and BeCitizen, the leading strategic and environmental technology consulting firm in France.

We are pleased to report a substantial increase in our Net Asset Value (NAV) which stands at ¤ 956.6 million at the end of 2009. It is now at a higher level than it was in 2007 and bears testimony to the strength of our investments’ principle. In addition to this, Cobepa has achieved a record net profit result of ¤ 245 million, which has resulted mainly from the sale of our shareholding in Belron. We would like to express our warm thanks to the management of our investee companies for their discipline, commitment and energy during this challenging period. We would also like to thank the entire Cobepa team for its hard work, creativity and enthusiasm.


MANAGEMENT REPORT

Key events

Despite the particularly difficult economic context throughout the year, the participations held by the Cobepa Group resisted well. In most cases, this resilience reflects the ability of the senior management of these shareholdings to respond appropriately to the situation with effective operational, commercial and financial measures.

After four years – between 2004 and 2007 – of Net Asset Value (NAV) growth from ¤ 468.1 million at 31 March 2004 to ¤ 851.9 million at 31 December 2007, followed by a negative return for the shareholder of 14.9% in 2008, NAV grew significantly in 2009.

At 31 December 2009, our NAV stood at ¤ 956.6 million, i.e. a total return net of the capital increase of 29.4%. At the same date, the financial fixed assets in the consolidated accounts amounted to ¤ 474.0 million, compared with ¤ 442.9 million in 2008. The change in this latter amount over the year is the balance of the investments and divestments undertaken in 2009, as well as write-downs and write-backs.

Readers are reminded that the Cobepa accounts are drawn up in Belgian GAAP, which means that our accounts do not reflect the market value of our shareholdings, except where their market value is deemed to be on a permanent basis equal to or lower than their acquisition price for Cobepa.

Normalized net current earnings – which exclude the contribution of extraordinary items as well as capital gains or losses, amounted in 2009 to ¤ 19.5 million as against ¤ 20.2 million in 2008.

Operat ions dur ing the year

During the accounting period under review, the capital of Cobepa SA was increased by ¤ 74,814,783.55 to bring it to ¤ 203,542,775.09, represented by 20,483,105 shares. The 2,384,915 new shares were fully paid up and entitled to dividends from 1 January 2009. They are subject to withholding tax at the reduced rate of 15%. This capital increase followed the calling of the unpaid amount of the Cobehold shares issued in 2006 and paid up to the level of 25%. The proceeds of the capital call of Cobehold were used to subscribe the capital increase of Cobepa.

Numerous investment files were again examined this year by an analysis team strengthened mainly since the beginning of 2010. Our investment criteria, which have proved their pertinence over the past five years, have remained unchanged. We continue to apply them rigorously. These criteria are detailed under ‘Risks’ below.

During the year, Cobepa continued to actively manage its portfolio of shareholdings. This led to a certain number of investments and divestments.

• Investments

As a reminder, end 2008 the Cobepa Group subscribed ¤ 20 million of the convertible bonds issued by Carmeuse Holding. Early in 2009, Carmeuse Holding asked the conversion of the bonds issued at the end of 2008 and increased its capital by ¤ 100 million. This conversion took place in a ratio of one new share for one bond.

400

500

600

700

800

900

1000

NAV as of 31 December

2009**

Dividends paid

in 2009 (-)

Increase in value of assets (+)

Net current result (+)

Capital increase (+)

NAV as of 31 December

2008*

700.1

25.474.8

180.5

(24.2)956.6

* Unaudited - before payment of the dividend of May 2009** Unaudited - before payment of the dividend in May 2010


MANAGEMENT REPORT

In 2009, the Cobepa Group acquired on the market, for a total amount of ¤ 5 million, ‘high yield’ bonds issued in 2007 by Calcipar, an affiliate of Carmeuse Holding and guaranteed by Carmeuse Holding.These bonds were sold to Carmeuse Holding simultaneously with the issuing by the latter of a subordinated loan in favour of the Cobepa Group.In December 2009, Cobepa signed an agreement to acquire 8.3% of the capital of Bank Degroof, a leading player in Belgium and Luxembourg in private and institutional wealth management, the bank’s main activity alongside corporate finance and market activities for third parties.

In 2009, Cobepa took the initiative to create - with La Compagnie Benjamin de Rothschild SA ‘CTBR’ and BeCitizen SA - an investment fund named BeCapital Private Equity Fund, to invest in companies which develop technologies with a favourable environmental impact. This fund will be set up in the form of a Luxembourg limited partnership (société en commandite par actions). Cobepa and CTBR will be the two equal (50/50) shareholders in BeCapital General Partner, the General Partner of this fund. BeCapital General Partner will be formed as a limited liability company (société par action à responsabilité limitée). These two companies will be set up in early 2010 once the Luxembourg authorities have approved the prospectus for the fund investors.Cobepa has also set up a 100% Belgian subsidiary, SA BeCapital Investment Advisor. This will conclude an investment advisory contract with BeCapital General Partner, the latter retaining however sole responsibility for deciding on the investments by the fund.Cobepa has committed to invest ¤ 30 million in BeCapital. At the beginning of 2010, two Cobepa executives were transferred to BeCapital Investment Advisor. This expresses Cobepa’s decision to assign a distinct team, separate from the Cobepa team, to manage BeCapital Investment Advisor.

In November 2009, since BeCapital was not yet set up, but after prior approval by the future members of BeCapital’s Investment Committee, Cobepa accepted to realise an investment on behalf of the fund and participated to a capital increase of the American company Northern Power System, active in developing

wind power technology. Cobepa holds 13% of the equity of the company. This investment will be transferred to the fund at the first closing which should be realised during the first half of 2010.

During the course of 2009, the Cobepa Group also agreed to grant additional loans totalling USD 3,886,658 to Financière Cronos, the holding company of TechnoMarine. It should be pointed out that our co-shareholder in Financière Cronos has granted additional loans in an identical amount, and that it has been agreed that all shareholder loans will be converted into a capital increase in Financière Cronos, which should take place in the course of the first half of 2010.

• Divestments

In June 2009, the shareholders of Asyo sold 100% of their shares in the company. The sellers subscribed a specific insurance policy covering the representations and warranties given to the buyer. With the cash distribution and the sale proceeds, the Cobepa Group realised an IRR of 21.9% on this investment made in April 2005.

In September 2009, Cobepa exercised the put option relating to the 16.35% of the capital of Belron. This option was granted by D’Ieteren to Cobepa in the shareholders agreement related to Belron.The initial sale price was set at ¤ 275.1 million, leading to a consolidated capital gain of ¤ 2 1 1 million. Given the payment schedule provided for in the initial agreements, the proceeds were collected at the beginning of 2010.The shareholders agreements also contain a price revision procedure (downwards or upwards) which is linked to the 2009 and 2010 results. In this way the final price for the sale of said shares will be determined only in 2011 once the Belron accounts at 31 December 2010 have been established. Based on the results that are currently available, which of course do not prejudge the evolution of Belron’s situation in 2010, the price is not expected to be reviewed downwards.

• Other operations

Following its investment in International SOS (ISOS-AEA International Holdings) in December 2007


through its 100% subsidiary Cobsos, Cobepa Group hedged in January 2008, on behalf of Cobsos, the investment in ISOS against the USD currency risk. To that effect, USD 45 million have been hedged through the purchase of put-spreads financed by the sale of calls with a knock-in barrier. This hedge was extended until April 2010. The hedge of an additional amount of USD 46 million is being managed by a bank. The balance of the shareholding in ISOS is naturally hedged through a bank loan denominated in USD.

In January 2008, Cobepa hedged, on behalf of Cobsos, the interest rate risk on its bank financing. These hedges remain in place in 2009:

• purchase of a cap financed by a floor with knock-in barrier (underlying debt: USD 25 million)

• swap Libor 3 months versus fixed rate (underlying debt: USD 30 million).

In the course of 2009, the Cobepa Group also used the following hedging instruments:

• hedge of its position in GBP related to the Princess investment (GBP 18.5 million), managed by third-party bank.

The Cobepa Group has also sought to optimize the return on its position in Fortis by selling calls, bringing in ¤ 1,246,390.25. These calls were not exercised.

In the context of its investment in the US company Northern Power System, Cobepa has subscribed a hedge against the risk of depreciation of the USD in respect of USD 15 million.

Fees pa id to the Statutory Auditor

The fees paid to the Auditor for its audit work at Cobepa SA amount to ¤ 27,795 a year (ex-VAT), as set by a written shareholder resolution of 27 April 2007, after indexation.

Fees paid to the Auditor and to offices affiliated to it outside Belgium for auditing work of consolidated subsidiaries amounted to ¤ 54,616 (ex-VAT).

No amount was paid by the Cobepa Group to the

Auditor for special assignments or extraordinary services.

Besides, fees for ¤ 9,430 (ex-VAT) were paid by the Cobepa Group for fiscal assistance missions by offices affiliated to the Auditor.

Shares pol icy

No shares or certificates in the company have been acquired, either by the company itself, or by any persons acting in their own names but for the account of the company.

During the summer, Cobepa acquired and disposed of shares in Cobehold, its majority shareholder. Cobehold had asked its shareholders to fully pay in the shares issued in 2006, which, originally, were paid up for 25% of the issued amount. On this occasion, one of the shareholders in Cobehold expressed the desire to sell the shares in respect of which it had been asked to pay in. Given the holiday period, it was difficult to implement the right of pre-emption procedure in favour of other shareholders as provided for in Cobehold’s bylaws. As a result, Cobepa shareholders, on the one hand, by way of application of article 627 of the Companies Code, passed a resolution authorizing it to proceed to acquire 10,035 Cobehold shares and, on the other hand, by way of application of article 622 of the Companies Code, passed a resolution authorizing Cobepa to offer said shares for sale to the other Cobehold shareholders.

The right of pre-emption provided for in the bylaws was implemented in September and all Cobehold shares acquired by Cobepa were disposed of by exercise of the right of pre-emption for a global price of ¤ 1,468,421.55.

Risks

Cobepa bears no particular risk other than those communicated to the Audit Committee and which are related with its day-to-day management.

As a reminder, it should be borne in mind that the risks, with which Cobepa is confronted, reflect to a large extent, the risks confronting its shareholdings.

MANAGEMENT REPORT


The stringent selection procedures applied to each investment and the diversification of the portfolio to which Cobepa is attentive should by nature reduce such risks.

What we are looking for in prospective investments are:

• a robust business model, with leadership position on the market and high entry barriers

• an organic growth of the company in its market• sufficient cash flow generation to simultaneously

finance growth and repay debt and/or distribute dividends

• an international presence or an ability to develop it• and, of course, high quality management.

Besides, the shareholdings are continuously monitored by:

• a Board representation in most of the shareholdings of Cobepa

• the participation of the Director designated by Cobepa to the Audit Committee and the Remuneration Committee, if such Committees exist

• the in-house analysis undertaken by the staff of Cobepa to follow-up each of the shareholdings.

This monitoring should allow to detect most of the problems at an early stage and to rapidly take appropriate measures.

It is also important to mention the market risks to which the listed companies – D’Ieteren, Fortis, Sapec, Zetes Industries – in which Cobepa has shareholdings, are exposed.

Finally, Cobepa generally hedges its foreign exchange positions deriving from shareholdings in companies having other accounting currencies than the euro. This protects Cobepa in the event of the depreciation of this currency. However, should this currency appreciate, Cobepa is required, depending on the nature of the contract, to indemnify in cash the hedging contract counterparty.

Personnel

At 31 December 2009, the company employed 13 people.

Comments on the accounts

For the accounting period ended at 31 December 2009, Cobepa drew up statutory accounts and restricted consolidated accounts. The accounts cover a period of 12 months.The detail of the accounts is given from page 25.

Number of shares e l ig ib le for d iv idends

Ordinary shares: 1 1,354,361 including 3,185,244 new sharesVVPR shares 9,128,744

The total number of shares at 31 December 2009 was 20,483,105, of which 9,128,744 VVPR shares and 3,185,244 new shares, also with withholding tax at the reduced rate of 15%.

Appropr iat ion of the result

Profit available for distribution (in ¤)

• Profit brought forward at 31 December 2008 ¤ 94,680,784.53

• Dividend paid on 18 December 2009 ¤ -9,012,566.20

• Profit for the year to be appropriated ¤ 145,440,474.02

• Appropriation to the legal reserve ¤ -7,272,023.70

= Amount available for appropriation ¤ 223,836,668.65

The above data are taken from Cobepa’s statutory (i.e. unconsolidated) accounts.

MANAGEMENT REPORT


MANAGEMENT REPORT

Proposed div idend

On 18 December 2009, Cobepa paid a gross interim dividend of ¤ 9,012,566.20, equal to ¤ 0.44 gross per share, giving a net dividend of ¤ 0.33 per old ordinary share and of ¤ 0.374 per VVPR share and per new ordi-nary share benefiting from reduced withholding tax.

The Board of Directors proposes to the Meeting that the company pays an additional gross dividend of ¤ 21,712,091.30 equal to a gross dividend of ¤ 1.06 per share. This gives a net dividend of ¤ 0.795 per old ordinary share and of ¤ 0.901 per VVPR share and per new ordinary share.

The VVPR shares and the new ordinary shares benefit from reduced withholding tax of 15%.

The two dividends paid in respect of 2009 will represent a total gross dividend of ¤ 30,724,657.50, i.e. ¤ 1.50 per share.

Payment

The dividend will be paid in cash on 20 May 2010.

Dividends per share, by share category 2009 2008

Per old ordinary share

Net dividend

Gross dividend

1. 1251.500

1.035

1.380

Per VVPR share

Net dividend

Gross dividend

1.2751.500

1. 173

1.380

Per new ordinary share

Net dividend

Gross dividend

1.2751.500

1. 173

1.380

Total net distributed amount (¤ million)

Withholding tax (¤ million)

Total gross distributed amount (¤ million) *

24.95.8

30.7

20.1

4.9

25.0

Number of shares existing

entitled to dividends

20,483,10520,483,105

18,098,190

18,098,190

Payment: the balance of the dividend will be paid in cash on 20 May 2010.

* of which by way of interim dividend: ¤ 9.0 million in 2009 and ¤ 9.8 million in 2008. Note: the withholding taxes are 25% for the old ordinary shares and 15% for the VVPR shares and for the new ordinary shares.

Proposed div idend (¤ )


MANAGEMENT REPORT

2009 2008

A. Profit available for appropriation

1. Profit for the period available for appropriation

2. Profits brought forward

145,440,474.0294,680,784.53

-55,770,746.03

175,427,032.77

TOTAL 240,121,258.55 119,656,286.74

Appropriation

2. to the legal reserve 7,272,023.70 –

D. Profit to be carried forward 202,124,577.35 94,680,784.53

F. Dividends

Number of shares

2009 2008

Net dividend:

old ordinary shares 8,169, 1 1 7 8,169, 1 1 7

new ordinary shares 3,185,244 800,329

VVPR shares 9,128,744 9,128,744

20,483,105 18,098,190

Total net dividend 24,890,591.33 20,101,838.74

Withholding tax 5,834,066.17 4,873,663.47

Total dividends 30,724,657.50 24,975,502.21

TOTAL 240,121,258.55 1 19,656,286.74

Appropr iat ion of the prof it (¤ )

Post-c los ing events

There have been no significant events since the closing of the accounts that might significantly affect the balance sheet and the income statement at 31.12.2009. There are no circumstances known to management that could significantly affect Cobepa’s development.

Other

The Company has not undertaken any research and development.

The Directors wish to make known that no decision has been taken and no operation decided upon which would fall within the scope of article 523 of the Code des sociétés (related party transactions).

The company does not maintain any branches.

The Board of Directors confirms that Cobepa and its subsidiaries have used only those financial instruments described on pages 7 and 8 of the report.


MANAGEMENT REPORT

Decis ions to be proposed to shareholders in the form of wr it ten resolut ions

1. Management report of the Board of Directors on the annual accounts for the year ended on 31 December 2009.

2. Auditor's Report on the aforementioned annual accounts.

3. Proposal to approve the company accounts of Cobepa closed at on 31 December 2009, showing a profit for the period of ¤ 145,440,474.02 and a total profit available for distribution of ¤ 240,121,258.55 and proposal to appropriate the profit as follows:

Legal reserve ¤ 7,272,023.70 Profit to be carried forward ¤ 202, 124,577.35 Dividends ¤ 30,724,657.50

4. Proposal to grant discharge to the Directors of Cobepa in respect of their management and to the Auditor in respect of his auditing mission.

5. Proposal to renew the mandates of all the Directors, i.e. Messrs. Philippe Bodson, Christophe d’Ansembourg, Olivier Davignon, Olivier de Spoelberch, Philippe de Spoelberch, Hugo Ferreira, Jean-Marie Laurent Josi, François Pauly, Bart Van Malderen, Christian Varin, William Wyatt, GDS Consult SA represented by Grégoire de Spoelberch, Millénium 3 SA represented by Charles de Liedekerke, for a period of three years. The mandates will come to an end in 2013 at the General Meeting approving the 2012 accounts.

6. Proposal to renew the statutory audit mandate of PricewaterhouseCoopers Réviseurs d'Entreprises SCCRL, represented by Robert Peirce, for a period of three years. The mandate will come to an end in 2013 at the General Meeting approving the 2012 accounts.

The Board of Directors

26 March 2010



BOARD OF DIRECTORS - MANAGEMENT TEAM

Board of Directors

Chairman Charles de Liedekerke * - until 30 April 2010Christian Varin - from 1 May 2010

Managing Directors Jean-Marie Laurent Josi Christian Varin - until 30 April 2010

Directors Philippe Bodson Christophe d’Ansembourg Olivier Davignon Grégoire de Spoelberch ** Olivier de Spoelberch Philippe de Spoelberch Hugo Ferreira François Pauly Bart Van Malderen William Wyatt

Statutory Auditor PricewaterhouseCoopers Réviseurs d’entreprises SCCRL represented by Robert Peirce

The mandates of the Directors and the Auditor expire at the present General Meeting and will be proposed for renewal for a period of three years until the General Meeting of 2013 (accounts 2012).

* representing Millénium 3 SA ** representing GDS Consult SA

Team

Investments Jean-Marie Laurent Josi *

Christian Varin * - until 30 April 2010 Dirk K. Broekhuyse *

Jean-Marc Crépin *

Alexandre Schmitz *

Hiram Claus Gilles Davignon Aurélien Delavallée

* Member of the Executive Committee

Internal functions Secretary of the Board of Directors Legal Affairs Corporate Governance Chantal Barras

Treasury, Consolidation Dominique Godfroid

Accounting, Administration, Taxes Eric Goudsmit


CORPORATE GOVERNANCE

1 . General pr inc ip les

The principles of Corporate Governance aim to establish clear rules of operation and monitoring for companies and to verify whether their managers have the necessary means and capacity to manage the company for which they are responsible.This management must be performed in the interests of all the shareholders and with the aim of maximizing the share value in the medium to long term.

Cobepa is organized to abide by these essential principles. The same applies to Cobehold, the shareholder that holds directly and indirectly 100% of Cobepa and that brings together its ultimate shareholders.

Moreover, it is within Cobepa’s role as a professional shareholder to ensure the enforcement of the principles of corporate governance in the companies of which it is a significant shareholder.

Transparency of information is an essential element of shareholding in today’s world. That is the specific aim of this report. Cobepa has its own website that provides up-to-date information.

2 . Part icular aspects re lat ing to the companies organizat ion

2.1. Board of Directors

The composition and organization of the Board of Directors are governed by articles 12 to 18 of the articles of association.

The Board must comprise at least three members. The term of office of the Directors cannot exceed six years. Except in case of force majeure, the Board may duly deliberate and take a decision only if at least half of its members are present or represented, with at least three Directors being personally present. However, the Directors may henceforth deliberate by conference call if the circumstances require a prompt decision or if it is not possible for the majority of the Directors to attend the meeting. No Director may represent more than two of his fellow Directors. All Board decisions are taken by an absolute majority of the voters. Moreover,

a draft decision communicated simultaneously to the Directors and approved unconditionally and unanimously is equivalent to a resolution. To date there are no specific rules governing the appointment of Directors or the renewal of their terms of office.

Terms of office are conferred by the meeting of shareholders upon a proposal from the Board of Directors. The term of office is currently limited to three years.

In addition to the Chairman, who must be an independent Director, the Board is made up of 12 Directors of whom 1 1 are non-executive Directors related to the shareholders.

Article 11 of the articles of association of Cobehold providing that the General Meeting cannot appoint more than half of the Directors from the candidates proposed by a single shareholder or one single group of shareholders is applied in practice by Cobepa; currently the composition of the Board of Directors reflects that of the Board of Directors of Cobehold.

By the company rules, the age limit is set at 65 years. However, exemption may be made for a proportion that may not exceed one third of the total number of Directors. The ultimate age limit is set at 75 years.

The foregoing list of members of the Board of Directors mentions the expiry date of their present term of office.

The Board meets whenever the interest of the company so requires and whenever at least two Directors so request. It deliberates on all matters within its legal competence, in particular the appointment of Managing Directors, the organization of the company’s powers of representation, the formation of the annual accounts and the management report, the convening of the General Meetings, the drafting of the proposals to be decided by the General Meetings.

The main decisions concerning investments and divestments fall within the competence of the Board of Directors.



The Board’s work is organized and documented systematically to allow it to monitor and supervise the day-to-day management and the development of the results, risks and value of the Company.

The Auditor attends the part of the meetings devoted to the half-yearly and annual accounts.

In 2009, the Board met 7 times.

2.2. The Remuneration Committee

The Remuneration Committee is made up of Messrs Charles de Liedekerke (Chairman), Philippe de Spoelberch, William Wyatt and the Managing Directors for the part that does not concern them.

The Remuneration Committee determines the fixed and variable remuneration of the Managing Directors. This Committee determines the terms and conditions of any long term incentive plan granted to the Managing Directors and the staff. It also ratifies the compensation proposals presented by the Managing Directors for the staff. The Remuneration Committee submits its recommendations on these matters to the Board of Directors.

The Remuneration Committee meets at least once a year. In 2009, the Remuneration Committee met 1 time.

2.3. The Audit Committee

The Audit Committee is made up of Messrs Charles de Liedekerke (Chairman), Olivier Davignon, Hugo Van Geet (representing Mr Bart Van Malderen) and William Wyatt. It reviews the formation of the accounts and the audit procedures and analyses the risks facing the Company.

The Audit Committee has adopted a clear methodology to calculate Cobepa’s Net Asset Value and Cobepa’s Estimated Transactional Value. The latter is determined based on the Net Asset Value of the assets in portfolio on which discounts are applied whose level depends upon the liquidity of the assets. This methodology is broadly in line with the EVCA’s guidelines.

For quoted investments, the Net Asset Value is based on the stock price as of 31 December.

For unquoted investments, the Net Asset Value is calculated by applying the following rules:

1. At cost, following the first 12 months after the investment;

2. if rule 1 is not applicable and if a predefined valuation methodology has been agreed with other shareholders of this investment, this predefined methodology is applied;

3. if rules 1 and 2 are not applicable, the value is based on the price at which a third party transaction has been realized (if any);

4. if rules 1, 2 and 3 are not applicable, the value is calculated by using ratios of comparable quoted companies.

Twice a year, the Audit Committee determines the Net Asset Value of Cobepa and its Estimated Transactional Value. In this report, we only mention the Net Asset Value of Cobepa. The Estimated Transactional Value is communicated only to our shareholders.

The Audit Committee also determines twice a year the Net Asset Value and the Estimated Transactional Value of Cobehold. These values are communicated for approval to the Board of Directors of Cobepa and to the Board of Directors of Cobehold respectively.

The Audit Committee meets at least twice a year. In 2009, the Audit Committee met 3 times. A meeting will be valid only if at least half of the members are present.

2.4. Day-to-day management

Until 30 April 2010, day-to-day management is entrusted to Jean-Marie Laurent Josi and Christian Varin in their capacity as Managing Directors.From 1 May 2010, day-to-day management is entrusted to Jean-Marie Laurent Josi in his capacity as Managing Director.



3 . Relat ions with shareholders

The ultimate shareholders of Cobepa are the shareholders of Cobehold whose only significant asset is its holding in Cobepa. As Cobehold is an unlisted company, a mechanism has been put in place so that all the shareholders of Cobehold have access to regular and quality information on the development of Cobepa and its performance.

Moreover, the management of Cobepa informs the shareholders directly in writing of any significant events relating to Cobepa or its holdings.

The Net Asset Value and the Estimated Transactional Value of Cobepa and Cobehold are communicated twice a year to the shareholders. This is communicated during two meetings, one of which coincides with the Ordinary General Meeting of Cobehold. At these meetings, the shareholders are informed of the progress of the business and have an opportunity to ask any questions about the situation of Cobepa or its holdings.

The accounts of Cobepa are approved by written resolutions of the shareholders.

The determination of the Estimated Transactional Value of Cobepa and Cobehold is also intended to facilitate the sale and purchase of Cobehold shares by its shareholders.

To this end, the management of Cobepa is under an obligation to organize a "trading round" once a year among shareholders during which they are asked about their intention to sell or buy Cobehold shares.This procedure is designed to facilitate the liquidity of the share - without guaranteeing it. The fourth trading round took place in 2009. One shareholder sold part of its shares. The following trading round will take place during the three months following the date fixed in the articles of association for the Ordinary General Meeting of 30 April 2010.

Portfolio 2009.



SIMPLIFIED GROUP STRUCTURE AS OF 31 DECEMBER 2009

JF HILLEBRAND GROUP D40.00% —

ROYAL SENS NL24.94% —

INTERNATIONAL SOS SG18.00% —

BANK DEGROOF B FORTIS B8.31% — 0.16% —

CARMEUSE LUX

CDH DEVELOPPEMENT(CARRIERES DU HAINAUT) B

DEVOTEAM F

3 47.60% —

7 0.59% —

TELENET B

FACEAX (FACEO) F

EUROSCREEN BFINANCIERE CRONOS(TECHNOMARINE) LUX/CH

OPTELEC (TIEMAN HOLDING) NL

R.N.O. GROUP(PRINCESS YACHTS) LUX/UK

5 50.00% —

37.05% —

6 21.88% —

D’IETEREN B1 7.88% —

SAPEC B

ZETES INDUSTRIES B2 16.09% —

20.00% —

5.23% —

15.13% —

4 37.00% —

0.09% —

Listed

Unl isted

GROWTH CAPITAL LBO OTHER ASSETS

SHAREHOLDERS

COBEHOLD

COBEPA

COBIP

95%

100%

5%

1. 7.22% voting rights2. 15.56% fully diluted3. 46.88% economic interest4. which holds 27.79% of Faceo5. which holds 100% of TechnoMarine SA6. 6.16% voting rights7. 0.45% voting rights


PORTFOLIO

BANK DEGROOF

Bank Degroof is the largest independent private bank in Belgium. Founded in 1871, Degroof enjoys an excellent and solid reputation primarily as a wealth manager and financial advisor. Bank Degroof focuses on asset management for private and institutional clients, corporate finance and market activities. It is present in Belgium, Luxemburg, France, Switzerland and Spain, with more than 1,000 employees.

CARMEUSE

Carmeuse, headquartered in Belgium, is the second largest limestone company in the world. It has 150 years of experience in the extraction and processing of limestone and dolomitic stone into lime and lime-related products. The main uses of lime are in the production of iron and steel for which there is no substitute; it has applications in soil stabilization for the construction of roads and the building industry in general. More and more applications are being developed in the environmental domain to clean hazardous air pollutants and liquid industrial discharge. Carmeuse is n°2 in Western Europe, n°1 in Central & Eastern Europe and n°1 in North America.

Carrières du Hainaut owns and operates a 202 ha bluestone quarry in the south of Belgium. It produces 1 10,000 m3 of stone blocks per year, 1/3 being sold after processing as semi-finished products to stone and marble cutters who then transform them into finished products. Bluestone is sold in Belgium, the Netherlands, Germany and the north of France. It is used in house construction for the decoration of doors, terraces and gardens, as well as for indoor flooring and worktops for kitchens and bathrooms. Bluestone is also used in the building and decoration of public places such as squares and fountains.

Key figures (M¤) 2007 2008 2009

Assets undermanagement (¤ bn)

26.5 23.1 22.9

EBITDA 320.9 294.8 287.8

Key figures (M¤) 2007 2008 2009

Sales 951.4 1, 153.7 920.1

EBITDA 218.1 256.3 213.7

Key figures (M¤) 2007 2008 2009

Sales 58.5 57.6 51.0

EBITDA 18.7 17.0 17.0

Date of investment 2009Ownership 8.31%


Date of investment 2005Ownership 47.60% (46.88 % economic interest)

Despite difficult market circumstances, Degroof main-tained its level of assets thanks to strong net inflows. Cobepa invested in Degroof in September 2009.

The Company has been challenged by the slowdown of the economy but thanks to operational measures, the decrease of its EBITDA was limited to less than 20% with no margin erosion.

Despite a significant slowdown in demand which impacted on sales volumes in 2009, CDH was able to protect profitablity by increasing margins. It also remained well in line with its credit covenants.

CDH DEVELOPPEMENT (CARRIERES DU HAINAUT)


PORTFOLIO

D’IETEREN

D’Ieteren is a leading automotive services company, listed and controlled for more than 200 years by the D’Ieteren family. Its activities include:• the largest car distributor in Belgium and the exclusive

importer of VW, Audi, Porsche, Seat, Škoda, Lamborghini and Bentley;

• an investment of 59.6% in Avis Europe, one of the major short term car rental companies, also active in the Middle East, Africa and Asia; it also owns Budget in Europe;

• 93.7% ownership of Belron, the world’s largest glass replacement and repair company.

FACEAX (FACEO)

Faceo is a leading provider of facility management services in Europe. Founded in 2000 following the merger of the facility management activities of Alstom and Thalès, the company today services the needs of over 130,000 industrial clients, offering real estate services and related soft and hard services. The third largest player in France, Faceo is also present in the UK, Germany, the Benelux and Italy. In October 2007, the company was acquired in a leveraged management buy-out transaction backed by Apax Partners and other financial investors including Cobepa.

INTERNATIONAL SOS

Headquartered in London and Singapore, International SOS has global operations in over 70 countries, spanning five continents. The company provides clients with a comprehensive portfolio of medical and security services to ensure that people travelling and working internationally have access to immediate help. International SOS’ services range from 24-hour medical advice, referrals to qualified doctors and hospitals as well as provision of emergency medical and security evacuations when there is a critical illness, accident or civil unrest. The company’s customers include many blue chip names, including more than 80% of the Fortune Global 100.

Key figures (M¤) 2007 2008 2009

Sales 5,967.1 6,146.8 6,269.7

PBT 236.1 238.5 264.8

Key figures (M¤) 2007 2008 2009

Sales 365.0 392.4 426.4

EBITDA 23.2 26.0 30.4

Key figures (M$) 30.06

2007 2008 2009

Sales 621.2 813.3 849.3

EBITDA 58.2 74.8 70.6


Date of investment 2007Ownership 37.00% - Faceax holds 27.79% of Faceo


Amid difficult market conditions, D'Ieteren achieved an overall very good performance helped by the excellent results of Belron. The dividend will be increased to ¤ 3.25 per share.

Faceo achieved a good performance, enabling to increase both sales and EBITDA despite challenging market conditions.

Despite challenging trading conditions due to the economic crisis, ISOS was able to grow its sales and profits in its core business lines, driven by a strategy centered on profitable growth initiatives, cash preservation and cost control measures.


PORTFOLIO

JF HILLEBRAND GROUP

JF Hillebrand is the leading global player in the alcoholic beverage freight forwarding industry. The company has been significantly outgrowing its sector peers via specialization and a focus on its core competencies, an entrepreneurial business development strategy and a high degree of professionalism.

Optelec develops, produces and distributes electronic aid equipment for the visually impaired and blind. Its products are CCTV viewers and Braille cells and displays. The company is one of the world leaders in these products.

R.N.O. (PRINCESS YACHTS)

Princess Yachts International is one of the leading motor yacht builders in Europe and one of the largest boat builders in the UK, focussed on the mid to large-size yacht market. Founded in 1965, the company today operates four vertically integrated manufacturing facilities in the Plymouth area and has become one of the most respected names in the marine industry. Sold throughout the world, Princess’ motor yachts have established a strong reputation based on class leading performance and exceptional quality standards. In July 2008, the company was acquired by Cobepa alongside L Capital, LVMH and Groupe Arnault.

Key figures (M¤) 2007 2008 2009

Sales 561.8 632.6 568.8

EBITDA 35.1 43.3 44.1

Key figures (M¤) 2007 2008 2009

Sales 41.0 36.1 37.4

EBITDA 6.2 4.8 5.3

Key figures (M£) 2007 2008 2009

Sales 196.3 209.5 201.9

EBITDA 27.0 26.8 30.6



Date of investment 2008Ownership 21.88% (6.16% voting rights)

In a market characterized by a significant decline in mari-time freight volumes, JFH managed to almost fully offset the slowdown in volumes by increasing its underlying gross profits per container. Management’s focus on cost control resulted in an increase in EBITDA to ¤ 44.1 m (33.5% of gross profit).

Under difficult market conditions, low volumes and increased pricing pressure, Optelec nevertheless renewed with growth driven by several new product introductions. The company’s focus on managing the cost base ensured EBITDA margin improved to 14.2%.

In 2009, Princess maintained its level of sales and profitability despite the sector woes. It enjoyed an increased market position and benefited from the depreciation of the £. At the end of the year, its order book exceeded annual sales.

OPTELEC HOLDING (TIEMAN HOLDING)

KONINKLIJKE STADLER & SAUERBIER HOLDING (ROYAL SENS)


PORTFOLIO

Koninklijke Stadler & Sauerbier Holding (Royal Sens) was founded in 1896 as a general printer. Today it is a major producer of wet glue labels with its main production site in Rotterdam from which it serves customers in the Benelux, Scandinavia and the UK. Its clients are the large European food and beverage companies requiring highly specialized labels.

SAPEC

Listed in Brussels, Sapec is mainly active in Spain and Portugal:• in agrochemicals, it manufactures and distributes

crop protection products as well as micronutrients to stimulate plant development;

• it is an integrated trader of agro food products such as soya and cereals;

• it operates ports and warehouse facilities for solid and liquid bulk products, as well as container repair services.

Based in Switzerland, TechnoMarine develops and distributes a unique range of luxury watches and accessories. Its original watch designs, featuring diamonds and lively coloured ceramic or gel bands, offer a distinct combination of luxury, fashion and fine watch making skills. Created in 1997, the Company is present across 100 countries around the globe in over 2,000 points of sale.

Key figures (M¤) 2007 2008 2009

Sales 36.9 36.0 31.4

EBITDA 3.8 1. 1 1.5

Key figures (M¤) 2007 2008 2009

Sales 561.8 679.6 522.4

EBITDA 30.1 31. 1 20.0

Key figures (M$) 2007 2008 2009

Sales 35.2 38.3 26.0

EBITDA 9.3 8.0 1.8




Royal Sens significantly reduced its sales activities in the UK, which came under pressure due to the weakening of the £. In its other geographic areas, sales held up well. The cost base was reduced via a restructuring.

Sapec has been exposed to the severe economic downturn. Besides, the trading activity has been hit by non recurring events. The Energy division is no longer consolidated as it has been put up for sale.

In a difficult watch market context, the company‘s volumes declined while market share was maintained. A new management has been hired to enhance TechnoMarine’s positioning and product offering.

FINANCIERE CRONOS (TECHNOMARINE)


PORTFOLIO

ZETES

Zetes is the European leader in the design, development and implementation of automatic identification of people and goods (AIDC, WLAN and WWAN), using bar codes, voice recognition, chip cards and RFID. For goods, Zetes provides solutions to optimize the supply chain and automate general services to the customers of distribution companies, transport… For people authentication, Zetes aims to integrate solutions encompassing the security of transactions and the identification of persons. It is the first developer of the electronic identity card in Europe.

Key figures (M¤) 2007 2008 2009

Sales 177.1 177.6 167.5

EBITDA 15.4 15.2 13.6

Date of investment 1998Ownership 16.09% (15.56% fully diluted)

In 2009, sales were negatively impacted by the postponement of many ICT projects at Zetes’ corporate clients due to the economic recession. Gross margin however continued to improve due to the deployment of high added value solutions, as well as the greater share of people authentication projects.


1. RESTRICTED CONSOLIDATED ACCOUNTS

Summary 26

Balance sheet – Income statement 28

Sources and applications of funds 32

Notes 33

2. STATUTORY ACCOUNTS

Balance sheet - Income statement 48

3. CALENDAR & ADDRESS 55

Financial section2009.


RESTRICTED CONSOLIDATED ACCOUNTS

31.12.2009 31.12.2008

Dividends and interests from financial fixed assets

Financial earnings and income from current assetsFinancial earnings and income from real estate

30.9(0.9)

0.1

18.30.3

(0.3)

Recurrent financial earnings 30.1 18.3

Income from services and management

Operating costs

0.8(5.4)

0.6(4.7)

Other recurrent earnings (4.6) (4.1)

Current earnings 25.5 14.2

Capital earningsOther extraordinary earnings

219.8(0.5)

(27.8)2.8

Earnings before taxes 244.8 (10.8)

Taxes (0.1) (0.1)

Earnings after taxes 244.7 (10.9)

Current earnings per share Net earnings per share

1.3312.8 1

0.79(0.60)

Weighted average number of shares (in million) 19. 1 18. 1

Consol idated earn ings - summary ( in mi l l ion ¤ )



31.12.2009 31.12.2008

Intangible and tangible fixed assets

Investments

1.2474.0

1.5442.9

Fixed assets (1) 475.2 444.4

Equity

Provisions

696.614.7

409.010.2

Permanent capital (2) 71 1.3 419.2

Net working capital (2) - (1) or (3) - (4) 236.1 (25.2)

ReceivablesShort-term investments, cash and cash-equivalents

282.929.8

10.316.3

Current assets (3) 312.7 26.6

Financial debts Other amounts payable

45.031.6

26.525.3

Debts (4) 76.6 51.8

Consol idated balance sheet after appropr iat ion - summary ( in mi l l ion ¤ )



31.12.2009 31.12.2008

Assets

Fixed assets 475,179 444,395

I. Formation expenses – –

II. Intangible assets 45 57

III. Consolidation adjustments – –

IV. Tangible assets A. Land and buildings B. Equipment and machinery C. Furniture and vehicles D. Leasing and other similar rights

1, 156787187182

–

1,4531, 13410014574

V. Financial assets A. Enterprises accounted for using the equity method B. Other enterprises 1. Shares 2. Amounts receivable

473,978–

473,978395,52178,457

442,885–

442,885350,710

92,175

Current assets 312,742 26,573

VI. Amounts receivable after one year B. Other amounts receivable

267267

––

VII. Stocks and contracts in progress A. Stocks 5. Real estate for sale

999

999

VIII. Amounts receivable within one year A. Trade debtors B. Other amounts receivable

282,420246

282,174

9,416315

9,101

IX. Short term investments B. Other investments and deposits

28,36928,369

16,02416,024

X. Cash 1,447 273

XI. Deferred charges and accrued income 230 851

Total assets 787,921 470,968

Consol idated balance sheet after appropr iat ion ( in thousand ¤ )



31.12.2009 31.12.2008

Liabilities

Capital and reserves 696,599 408,953

I. Capital A. Issued

203,543203,543

128,728128,728

II. Share premium account 51, 1 75 51, 1 75

III. Revaluation surpluses – –

IV. Reserves 441,497 227,566

V. Consolidation adjustments 448 788

VI. Foreign currency translation adjustments (+)(-) (64) 696

Minority interests – –

VIII. Minority interests – –

Provisions and deferred taxes 14,657 10,189

IX. A. Provisions for liabilities and charges 1. Pensions and similar obligations 2. Deferred taxes 4. Other liabilities and charges B. Deferred taxes

14,6572421 1 7

14,298–

10,1892421 1 7

9,830–

Creditors 76,665 51,826

X. Amounts payable after one year A. Financial debts 1. Credit institutions

–––

25,00025,00025,000

XI. Amounts payable within one year A. Current portion of amounts payable after one year B. Financial debts 1. Credit institutions 2. Other loans C. Trade debts 1. Suppliers D. Received advances E. Taxes, remuneration and social security 1. Taxes 2. Remuneration and social security F. Other amounts payable

76,57845,000

1,288–

1,2881, 1 441, 1 44

1 74,5413,695

84624,588

26,65774

4,5121,437

3,075697697

94,6 1 13,675

93616,754

XII. Accrued charges and deferred income 87 169

Total liabilities 787,921 470,968

Consol idated balance sheet after appropr iat ion ( in thousand ¤ )



31.12.2009 31.12.2008

I. Sales and services rendered A. Turnover D. Other operating income

1,0691,032

37

909907

2

II. Costs of sales and services rendered A. Raw materials, consumables and goods for resale B. Services and other goods C. Remuneration, social security costs and pensions D. Depreciation of and amounts written off formation expenses, intangible and tangible fixed assets E. Amounts written off stocks, contracts in progress and trade debtors (increase +, decrease -) F. Provisions for liabilities and charges (increase +, utilization and write-back -) G. Other operating charges

6,451–

4,0712, 1 10

281

(42)

( 1 1 7)148

5,398–

3,1961,854

420

27

(257)158

III. Operating profit (+) Operating loss (-) (5,382) (4,489)

IV. Financial income A. Income from financial fixed assets B. Income from current assets C. Other financial income

33,76832,076

3331,359

23,96618,512

9004,554

V. Financial charges A. Debt charges B. Amounts written off current assets C. Other financial charges

2,6931, 1 2 4

1 71,552

712655

354

VI. Current profit before taxes (+) Current loss before taxes (-) 25,693 18,765

VII. Extraordinary income A. Write-back of depreciation and of amounts written off on intangible and tangible fixed assets B. Write-back of amounts written off financial fixed assets C. Write-back of provisions for extraordinary liabilities and charges D. Gains on disposal of fixed assets*

E. Other extraordinary income

228,456

–7,059

–221,354

43

24,594

–2,1023,376

19,06848

Consol idated income statement ( in thousand ¤ )



31.12.2009 31.12.2008

VIII. Extraordinary charges A. Extraordinary depreciation and amounts written off B. Amounts written off financial fixed assets C. Provisions for extraordinary liabilities and charges D. Losses on disposal of fixed assets E. Other extraordinary charges

9,49331

4,6354,585

–242

54,266–

53,378177

–71 1

IX. Profit of the year before taxes (+) Loss of the year before taxes (-) 244,656 (10,907)

IX bis B. Deduction from deferred taxes – –

X. Income taxes A. Income taxes B. Adjustments of income taxes and write-back of tax

–––

(10)(10)

–

XI. Profit of the year (+) Loss of the year (-) 244,656 (10,917)

XII. Share of minority interests in the profit of the year – –

XIII. Share of the group in the profit of the year 244,656 (10,917)

* The account “gains on disposal of fixed assets” includes a capital gain of 215,728 thousand ¤ related to the disposal of Belron in 2009. This capital gain includes an amount of 56,782 thousand ¤ that should have been recorded in the 2005 consolidated financial statements instead of 2009. Indeed, as explained in the prior years auditors' reports, this amount relates to a capital gain eliminated in consolidation in 2005, whereas it results from a 2005 share exchange transaction between entities which were not included in the restricted consolidated scope.

Consol idated income statement ( in thousand ¤ )



Period 2009 Period 2008

Net increase (decrease) in cash and cash equivalents 13,518 (5,471)

Cash and cash equivalents at beginning of periodCash and cash equivalents at end of period

16,29729,815

21,76816,297

Net cash flow from operating activities (4) = (1) + (2) + (3) (3,713) (7,509)

Net result (1) 244,656 (10,917)

Interest income from participationsDividends received from participationsFees, commissions and other proceeds from participationsGains on disposal of investmentsGains on disposal of fixed assetsCosts on forex hedgings related to participationsFinancing and others costs related to participationsDepreciation and amortizationImpairment losses on participationsIncrease (decrease) in provisions

(2)

(4,212)(27,859)

(535)(222, 1 1 4)

(239)1,5411,226

287(2,424)4,468

(249,861)

(5,858)(12,637)

(574)(21, 1 1 4)

(3)(2,467)

482402

51,276(3,489)

6,018

Change in working capital (3) 1,492 (2,610)

Net cash flow from investing activities (8) = (5) + (6) + (7) 41,446 27,014

Purchase of property, plant and equipmentPurchase of intangible assetsProceeds from disposal of property, plant and equipment

Investment in participationsLoans granted to participationsShort-term loans granted to participationsProceeds from disposal of financial assets - of which: short-term receivables Reimbursement of loans granted to participationsInterest received from participationsDividends received from participationsFees, commissions and other proceeds from participationsCosts on forex hedgings related to participationsFinancing and other costs related to participations

(5)

(6)

(272)(2)

5 1 1

237

(102,596)(7,787)

(605)285,850

(275,073)20,063

4,21227,859

535(1.541)(1.226)

(50,309)

(197)(15)

3

(209)

(27,773)(46,229)

(392)39,010

28,9145,85812,637

5742,467(482)

14,584

Repayment of borrowingsNew borrowingsCapital increase

(7) (3,297)20,000 74,815

91,518

(12,361)25,000

12,639

Dividends paid (9) (24,215) (24,976)

Net increase (decrease) in cash and cash equivalents (10) = (4) + (8) + (9) 13,518 (5,471)

Sources and appl icat ions of funds ( in thousand ¤ )



Notes to the accounts

I. Restricted consolidation criteria

1. In accordance with article 112 of the Code des sociétés, Cobepa is not required to draw up or submit consolidated accounts. However, for the sake of completeness, the Company is submitting restricted consolidated accounts, which are not drawn up according to Book II, Title II of the Royal Decree of 30 January 2001 on consolidated financial statements.

These restricted consolidated accounts include in the consolidation scope only the subsidiaries operating in the same field as Cobepa and in which Cobepa's participation exceeds 50%. To date, according to this definition, the consolidation scope includes only the companies that belong to the internal structure of the Cobepa group and not the companies operating in other fields. Your Board of Directors has consequently decided to refer to these accounts as "restricted consolidated accounts", since the decision has been made not to apply the equity method or proportional consolidation. The reason for this approach is that, given the diversity of the sectors covered by the companies in the Cobepa’s portfolio, the Board of Directors believes that consolidation of the results of these companies would be inappropriate in terms of information and would reveal little in economic terms.

2. Full consolidation entails aggregating on a line by line basis the individual balance sheets and income statements of consolidated subsidiaries, after making adjusting entries to bring them into line with group valuation rules and accounting practices, and after eliminating intra-group balances and intra-group transactions.

II. Subsidiaries

A. Restricted consolidation scope

Name and Registered Office Company Percentage in capital number (in % of interest)

BECAPITAL INVESTMENT ADVISOR SA, Rue de la Chancellerie 2, bte 1 –

B 1000 Bruxelles 0820.3 1 8.3 1 0 100.0

CIPPAR SA, Place de la République Française 41 – B 4000 Liège 0424.792.989 100.0

COBEPA (NEDERLAND) NV, Reguliersdwarsstraat 90 –

NL 1017 BN Amsterdam 100.0

GFL SA, Place de la République Française 41 – B 4000 Liège 0404.254.329 100.0

IBEL NV, Rue de la Chancellerie 2, bte 3 – B 1000 Bruxelles 0457.983.223 100.0

MASCAGNA HOLDING SA, Boulevard Prince Henri 9b – L 1724 Luxembourg 100.0

MOSANE SA, Place de la République Française 41 – B 4000 Liège 0401.638.002 100.0

REGIO NV, Rue de la Chancellerie 2, bte 3 – B 1000 Bruxelles 0425.949.467 100.0

SOFIREAL SA, Rue de la Chancellerie 2, bte 1 – B 1000 Bruxelles 04 1 4.248.396 100.0

TRADEXCO SA, Rue de la Chancellerie 2, bte 1 – B 1000 Bruxelles 0423.680.855 100.0

ULRAN SA, Boulevard Prince Henri 9b – L 1724 Luxembourg 100.0



B. Subsidiaries excluded from the restricted consolidation

Name and Registered Office Company Percentage Reason for number in capital the exclusion 1

COBSOS SA,

Rue de la Chancellerie 2, bte 1 – B 1000 Bruxelles 0893.808.478 100.0 a

FINANCIERE CRONOS SA,

Boulevard Prince Henri 9b – L 1724 Luxembourg 50.0 a

TRUCK DEVELOPMENT SA,

Place de la République Française 41 - B 4000 Liège 0434.709.359 50.0 b

UCO ENGINEERING CVBA en liquidation,

Rue de la Chancellerie 2, bte 3 – B 1000 Bruxelles 0401.075.006 100.0 b 1. Reason for the exclusion: a. Special purpose vehicles

b. The enterprise is immaterial

III. Associated companies not accounted for using the equity method

B. Associated companies not accounted for using the equity method

Name and Registered Office Company Percentage number in capital

CARMEUSE HOLDING SA, Avenue Guillaume 9 – L 1651 Luxembourg 20.0

CDH DEVELOPPEMENT SA, Place Flagey 18 – B 1050 Bruxelles 0875.712.634 47.6

CONSTRUCTIONS ET GESTION NV*, Kortrijkstraat 12 – B 8560 Wevelgem 0401.946.323 29.2

FIMOPAR SA, Rue du Couvent 2 – B 7750 Mont de l’Enclus 0413.604.93 1 29.2

IMMOBILIERE GENERALE SOCIALE NV*, Kortrijkstraat 12 – B 8560 Wevelgem 0413.031.245 29.2

JF HILLEBRAND GROUP AG, Carl-Zeiss-strasse 6 – D 55129 Mainz Hechtsheim 40.0

OPTELEC HOLDING BV, Breslau 4 – NL 2993 LT Barendrecht 37.1

KONINKLIJKE STADLER & SAUERBIER HOLDING BV, Weegbreestraat 11 – NL 3053 JS Rotterdam 24.9

WRIGHT TECHNOLOGIES NV, NL Amsterdam 25.1 * in liquidation



IV. Other companies

List of companies other than those referred to in notes II and III, in which the companies included in the restricted consolidation and those which are excluded from it, hold at least 10% of the capital, either directly or through parties acting in their own names but on behalf of these companies.

Information from the most recent period for which annual accounts are available

Name and Registered Office Company Percentage Annual Currency Shareholders Net number incapital accountsfor unit equity result periodending (000) (000)

FACEAX FCPR

Rue de la Minière 157 – F 78531 Buc 37.0 NR EUR NR NR

NAVPART 1 BV

Hoogoorddreef 7 – NL 1101 BA Amsterdam ZO 10.0 31.12.2008 US$ 10,616 (96)

R.N.O. GROUP SCA

Côte d’Eich 73 – L 1450 Luxembourg 21.9 NR EUR NR NR

SAPEC SA

Avenue Louise 500 – B 1050 Bruxelles 0403.085.280 15.1 31.12.2008 EUR 1 1 7,343 -5,149

ZETES INDUSTRIES SA

Rue de Strasbourg 3, bte 4 - B 1130 Bruxelles 0425.609.373 16.1 31.12.2008 EUR 65,998 1,861

The investments kept in the portfolio are valued at cost except in case of impairment or significant third party transaction.



V. Summary of accounting policies

TANGIBLE FIXED ASSETS

Tangible fixed assets are valued at acquisition cost including ancillary expenses incurred at the time of acquisition.Depreciation rates are as follows:

• 20% for office equipment• 10% for furniture• 20% for vehicles• 0% for works of art.

These rates may, however, be brought up to levels allowed by the Ministry of Finance in respect of ancillary costs as well as in the context of the regulations permitting use of the declining balance method.Where appropriate, exceptional depreciation will be applied to bring the net book value of a tangible fixed asset down to the lower of its economic value and book value.

FINANCIAL FIXED ASSETS

Investments and other securities held in portfolio are booked at their acquisition cost including the commissions paid to intermediaries. At the balance sheet date, the acquisition cost of each investment or security held in portfolio is compared to its estimated realizable value in accordance with the evaluation method set out below. If the estimated realizable value is lower than the acquisition cost, write-downs are recorded in the income statement to the extent that the impairment in value is deemed to be permanent. Appropriate write-backs are recorded in respect of write-downs on securities on which capital gains are subsequently realized. More specifically, a position may be “hedged” by the purchase of put options, covering the risk of share price going down. The paid premiums are booked on the assets’ side of the balance sheet in treasury investments. If the shares covered by these options are sold at due date, the premiums will be booked against the sale proceeds. If they are not sold, the premiums will be booked as a cost. Received premiums (sale of put or call options) are booked on the liabilities’ side of the balance sheet in “deferred charges and accrued income” until due date of the operations after which they will be booked in revenue. At closing date of each period, the global position (all share option contracts and shares covered) will be examined to determine the possible adjustment to be booked.

INVESTMENTS

Investments are valued on the basis of the underlying net asset value (i.e. net asset value corrected for gains and losses prudently estimated on the basis of the financial position, profitability or prospects of the enterprise concerned). The book value is taken from the most recent balance sheet or the last known financial position.

OTHER SECURITIES HELD IN PORTFOLIO

Quoted or publicly-traded shares are generally valued at the closing rate on the balance sheet date, provided that the market in the shares is active. Unquoted shares and shares where the market is not considered to be active are valued by reference to their net asset value as defined above. If their net asset value cannot be calculated, shares are valued by reference to their net book value.



OTHER FINANCIAL FIXED ASSETS - AMOUNTS RECEIVABLE

They are recorded at nominal value, adjusted, where appropriate, in respect of amounts receivable bearing no interest or granted at exceptionally low interest rates. Where recoverability is considered to be unlikely, notably in the light of the financial position of the debtor, an appropriate write-down is recorded.

SHORT-TERM TRADING SECURITIES

Trading securities are valued using the same principles set out above for other securities held in portfolio. Appropriate write-downs are recorded in respect of unrealized losses, which are written back, where securities are subsequently realized for a gain. OTHER AMOUNTS RECEIVABLE, SHORT-TERM INVESTMENTS AND CASH AT BANK AND IN HAND

Other amounts receivable, short-term investments and cash at bank and in hand are stated at acquisition cost or nominal value. Write-offs and write-backs are recorded on the basis of the criteria applied to other financial fixed assets - amounts receivable above.

PROVISIONS FOR LIABILITIES AND CHARGES

At the close of each financial year, the Board of Directors examines prudently, sincerely and in good faith the provisions required to cover anticipated liabilities and possible charges which have arisen in the course of the year under review and previous financial years. The provisions which relate to previous financial years are subject to continuous reappraisal and released to the income statement where they are found to be no longer justified.

AMOUNTS PAYABLE AFTER ONE YEAR AND WITHIN ONE YEAR

Such liabilities are recorded at their nominal value, adjusted, where appropriate, in respect of non-interest bearing long-term debts or debts bearing an abnormally low rate of interest.

DEFERRED CHARGES, ACCRUED INCOME, ACCRUED CHARGES AND DEFERRED INCOME

Accrued and deferred income, and deferred and accrued charges are calculated at the balance sheet date and stated in the appropriate accounts on the assets and liabilities sides of the balance sheet.

As a general rule, all amounts payable and receivable are shown in the accounts at the middle free market price quoted on the balance sheet date. Disparities over and against historical value are grouped by currency. Where the net difference by currency shows an unrealized loss, it is recorded as a charge in the income statement.

Unrealized exchange gains are recorded in the balance sheet account “accrued charges and deferred income”. Where the financing of an investment is hedged in the same currency as the investment, the exchange rate of the financing is maintained at its historical rate.



FOREIGN CURRENCY TRANSLATION

Balance sheet accounts which are not in Euro are translated into Euro at the exchange rate end of the year. The annual mean exchange rate is used for income statements. Shareholders’ equity is translated at historical rates. The difference thus created by using the year end rate is booked under the caption “Foreign currency translation adjustment” in the equity caption. The difference between applying the mean and year end exchange rate for income statements is recorded under the same caption. IMPACT OF INTRA-GROUP ASSET SALES

Earnings impact:

• profits are eliminated in Group’s share• losses are accounted for, but shown as write-downs.

Balance sheet impact:

The cost of the asset is maintained and adjusted, where appropriate, for that part of the profit or loss which relates to the minority interests in the companies concerned. Prior to 1989, and only in respect of unconsolidated companies, the sales price is the carrying value but:• gains on sale of fixed assets are shown under the caption “Revaluation surpluses” on the liabilities side of the

balance sheet• subsequent losses are first applied against the revaluation surpluses.

CONSOLIDATION ADJUSTMENTS

Any difference between the acquisition price of shares in a consolidated company and the corresponding prorated share in that company's net assets on the date of acquisition must be adjusted to fair value to the extent possible. Where the acquisition price is in excess of the adjusted net assets, the difference is amortized in accordance with the principles described below. Positive differences between the acquisition cost and adjusted net assets (goodwill) are capitalized and amortized over a period of maximum 20 years depending on the nature of the goodwill. Exceptional amortization will be recorded where the estimated value of the investment no longer warrants the carrying of goodwill amounts at their current net amounts. Negative differences between acquisition cost and adjusted net assets are carried on the liabilities’ side of the balance sheet, where it remains as long as the investment remains the same.



CONSOLIDATION PRINCIPLES FOR COMMITMENTS

In the case of the companies included in the restricted consolidation, all commitments are recorded after proportional elimination of intra-Group commitments or double recording. The minorities' share of commitments represents only their share in the commitments undertaken by subsidiaries.

These same rules will apply in the foreseeable future. The valuation rules will, however, be modified in cases where continued application of one or more of the rules is no longer appropriate; reasons for any changes in valuation rules will be explained and justified in the notes to the accounts as well as the impact of the change on the financial statements.

VI. Schedule of intangible fixed assets (in thousand ¤)

a) Acquisition cost

At the beginning of the year 67

Movements during the period

• Acquisitions 2

At the end of the year 69

b) Amortizations and amounts written down



• Charged 14




VII. Schedule of tangible fixed assets (in thousand ¤)

Land and Equipment Furniture Leasing and buildings and and other similar machinery vehicles rights

a) Acquisition cost

At the beginning of the year 5,294 560 475 4,773

Movements during the year

• Acquisitions, included fixed assets own production 31 137 104

• Sales and disposals (1,997) (21)

• Cancelled

• Other movements

At the end of the year 3,328 697 558

c) Depreciation and amounts written down

At the beginning of the year 4,160 460 330 4,699


• Charged 107 50 67 74

• Cancelled

• Cancelled on sales and disposals (1,726) (21)

• Other movements

At the end of the year 2,541 510 376 4,773

d) Net book value at the end of the year 787 187 182 –

Net book value at the end of the year N-1 1, 1 34 100 145 74



VIII. Statement of financial fixed assets (in thousand ¤)

Amount

1. Participating interests and shares

a) Acquisition cost

At the beginning of the year 448,333


• Acquisitions 102,596

• Sales and disposals (64,837)

• Foreign exchange adjustments –

• Share of the results –

• Dividends distributed –

• Transfer from one caption to another –

• Other –

At the end of the year 486,092

b) Amounts written down



• Charged 7

• Written back due to excess (7,059)

• Sales and disposals –

• Transfer from one caption to another –


c) Uncalled amounts

At the beginning of the year –

Movements during the year –

At the end of the year –

Net book value at the end of the year 395,521

2. Amounts receivable

Carrying value at the beginning of the year 92,175


• Additions 7,787

• Reimbursements (20,063)

• Write-downs (4,628)

• Foreign exchange adjustments (13)

• Transfer from one caption to another 3,199

Net book value at the end of the year 78,457

Accumulated amounts written down at the end of the year on amounts receivable 10,776



IX. Schedule of Capital and Reserves (in thousand ¤)

Amount


Capital increase 74,815

Results of the year 244,656

Dividends of the year (30,725)

Exchange rate movements (760)

Consolidation adjustments movements (340)

Other –


X. Schedule of consolidation adjustments (in thousand ¤)

Negative



• Due to a decrease in percentage holdings (340)

• Amortization and amounts written down –


XI. Schedule of accounts payable (in thousand ¤)

A. Breakdown of amounts payable whose initial within between more than maturity was longer than one year 1 year 1 and 5 years 5 years

Credit institutions 45,000 – –



XII. Results for the period and the preceding period (in thousand ¤, except B1)

A. Net turnover

Period Preceding period

A.2. Group’s net turnover in Belgium 1,032 907

B. Average number of persons employed and personnel charges


B.1. Average number of persons employed 14 13

• Employees 12 1 1

• Managers 2 2

B.2. Personnel charges 2,1 1 0 1,854

• Pensions 4 4

B.3. Provisions for pensions

• Charge-offs and write-backs – –

C. Extraordinary costs


• Amounts written off participations 4,635 53,378

• Provisions linked to the participations 4,500 143

• Other 358 745

XIII. Off-balance sheet rights and commitments (in thousand ¤)


A. 1. Amount of personal guarantees, given or irrevocably promised by consolidated enterprises, as security 1,588 1,292

2. Commitments related to shares

a) Commitments to buy fixed assets – 20,000

b) Commitments to sell fixed assets 10,032 –

c) Fixed assets held on behalf of third parties 275,073 –

d) Commitments from pledging of shares 39,000 19,000

3. a) Rights from transactions relating to interest rates – 3,349

b) Commitments from transactions relating to interest rates – 3,349

c) Commitments from operations relating to currencies 24,161 49,199

d) Rights from operations relating to currencies – 17,656



XIV. Relationship with affiliated enterprises not included in the restricted consolidation (in thousand ¤)


1. Financial fixed assets

• Participating interests 28,287 28,287

• Amounts receivable 49,026 44,436

2. Amounts receivables

• Within one year 242 1,238

3. Short-term payables

• Deposits 1,288 3,075

7. Financial results

a) income from financial fixed assets 2,834 2,739

b) income from current assets 24 76

c) interest and other debt charges (12) (204)






Statutory Accounts2009.

Warning

In accordance with article 105 of the Code des sociétés, the statutory accounts hereafter are a condensed version and do not contain all notes of information required by law nor do they contain the Report of the Auditor, who has certified and given an unqualified opinion on these accounts. The complete version will be deposited at the National Bank of Belgium.


STATUTORY ACCOUNTS

31.12.2009 31.12.2008

Assets

Fixed assets 661,872 534,032

II. Intangible assets 45 57

III. Tangible assets B. Equipment and machinery C. Furniture and vehicles

369187182

245100145

IV. Financial assets A. Affiliated enterprises 1. Investments B. Other enterprises linked by participating interests 1. Investments C. Other financial assets 1. Shares and other securities 2. Amounts receivable and cash guarantees

661,458388,795388,795108,409108,409164,254162,316

1,938

533,730388,254388,254107,605107,605

37,87135,933

1,938

Current assets 338,751 247,549

V. Amounts receivable after more than one year B. Other amounts receivable

12,00012,000

12,00012,000

VII. Amounts receivable within one year A. Trade debtors B. Other amounts receivable

300,495160

300,335

230,537218

230,319

VIII. Short-term investments B. Other investments and deposits

26,13726,137

4,8424,842

IX. Cash at bank and in hand 51 102

X. Deferred charges and accrued income 68 68

Total assets 1,000,623 781,581

Balance sheet after appropr iat ion ( in thousand ¤ )


STATUTORY ACCOUNTS

31.12.2009 31.12.2008

Liabilities

Capital and reserves 703,745 514,214

I. Capital A. Issued capital

203,543203,543

128,728128,728

II. Share premium account 51, 1 75 51,174

IV. Reserves A. Legal reserve B. Reserves not available for distribution 2. Other C. Untaxed reserves D. Available reserves

246,90320,145

560560

156,60769,59 1

239,63112,873

560560

156,60769,591

V. Accumulated profits 202,124 94,681

Provisions and deferred taxes 18,088 13,710

VII. A. Provisions for liabilities and charges 1. Pensions and similar obligations 2. Fiscal charges 4. Other risks and charges

18,088242

1817,828

13,710242

1813,450

Creditors 278,790 253,657

VIII. Amounts payable after one year A. Financial debts 4. Credit institutionsIX. Amounts payable within one year A. Current portion of debts payable after one year B. Financial debts 1. Credit institutions 2. Other loans C. Trade debts 1. Suppliers E. Taxes, remuneration and social security 1. Taxes 2. Remuneration and social security F. Other amounts payable

–––

278,70545,000208,174

–208,174

7927925101 71339

24,229

25,00025,00025,000

228,498

2 1 1,0801,437

209,64352352350815 1

35716,387

X. Accrued charges and deferred income 85 159

Total liabilities 1,000,623 781,581

Balance sheet after appropr iat ion ( in thousand ¤ )


STATUTORY ACCOUNTS

31.12.2009 31.12.2008

I. Sales and services rendered A. Turnover

877877

659659

II. Costs of sales and services rendered B. Services and other goods C. Remuneration, social security costs and pensions D. Depreciation of and amounts written off formation expenses, intangible and tangible fixed assets G. Other operating charges

(4,459)2,2072,106

13 11 5

(3,731)1,7501,849

1 1 81 4

III. Operating loss (3,582) (3,072)

IV. Financial income A. Income from financial fixed assets B. Income from current assets C. Other financial income

103,489100,596

2,324569

19,19910,2608,444

495

V. Financial charges A. Interest and other debt charges C. Other financial charges

(3,189)3,130

59

(9,062)9,016

46

VI. Current profit before taxes 96,718 7,065

VII. Extraordinary income B. Write-back of amounts written off financial fixed assets C. Write-back of provisions for extraordinary liabilities and charges D. Gains on disposal of fixed assets E. Other extraordinary income

53,34650,70 1

–2,629

16

14,4592,5382,5879,293

41

VIII. Extraordinary charges B. Amounts written off financial fixed assets C. Provisions for extraordinary liabilities and charges D. Losses on disposal of fixed assets E. Other extraordinary charges

(4,624)7

4.378–

239

(78,295)69,385

(452)8,757

605

IX. Result of the year before taxes 145,440 (56,771)

XI. Result of the year 145,440 (56,771)

XII. Transfer from the untaxed reserves – 1,000

XIII. Result of the year available for appropriation 145,440 (55,771)

Income statement ( in thousand ¤ )


STATUTORY ACCOUNTS

31.12.2009 31.12.2008

A. Profit available for appropriation 1. Result of the year available for appropriation 2. Profits brought forward

240,1211 45,440

94,681

1 1 9,656(55,771)175,427

C. Appropriation to capital and reserves

2. To the legal reserve

(7,272)7,272

––

D. Result to be carried forward 1. Profit to be carried forward

(202,124)202,124

(94,681)94,68 1

F. Distribution of profit 1. Dividends

(30,725)30,725

(24,975)24,975

Prof it appropr iat ion ( in thousand ¤ )

Amounts in thousand ¤

Number of shares

A. Issued capital 1. Subscribed capital • At the beginning of the year • At the end of the year 2. Capital structure 2.1. Share categories • ordinary shares • VVPR shares 2.2. Registered or bearer shares • registered • bearer

128,728203,543

18,098,19020,483,105

1 1,354,3619,128,744

20,483,105–

Capita l


STATUTORY ACCOUNTS

Account ing pol ic ies

FORMATION EXPENSES

These are entered in the assets and depreciated at a minimum of 20% or expensed in the accounting period during which they are incurred.

TANGIBLE FIXED ASSETS

At the time of their acquisition, tangible fixed assets are valued at the purchase price including ancillary expenses.Depreciation rates are as follows at balance sheet date:

• 20% for equipment and machinery• 10% for furniture• 20% for vehicles• 0% for works of art• 3% for constructions• the duration of the rental agreement for installations

in the rented buildings• annual depreciation based on the likely duration of

between 2 and 5 years depending on the nature of the hardware for computer equipment.

However, these rates can be brought up to the levels allowed by the Ministry of Finance for the ancillary expenses and within the framework of the regulations allowing declining balance depreciations. Exceptional depreciations will be applied if necessary to bring the net book value of a tangible asset to its economic value if it is lower.

FINANCIAL FIXED ASSETS

Investments and other securities held in portfolio

At the time of their acquisition, investments and other securities held in portfolio are valued at acquisition cost. Ancillary costs are charged to the income statement during the period in which they are incurred. At the balance sheet date, the acquisition cost of each investment or security held in portfolio is compared to its estimated realizable value in accordance with

the evaluation method set out below. If the estimated realizable value is lower than the acquisition cost, write-downs are recorded in the income statement to the extent that the impairment in value is deemed to be durable. Appropriate write-backs are recorded in respect of write-downs on securities on which capital gains are subsequently determined.

More particularly, if a hedging strategy is applied through the purchase of “put” options covering the value reduction of the shares and financed by the sale of “call” options, the premiums paid will be booked on the assets’ side of the balance sheet as short-term investments. At maturity, if the securities they cover are sold, the premiums reduce the gain or loss on disposal; otherwise they are expenses. As for the premiums received, they are accounted on the liabilities’ side under “Accrued charges and deferred income” until the maturity of the operation, at which time they are switched to profits. At the balance sheet date, it is the overall position (options contracts and securities hedged) that is examined to decide on a possible value adjustment.

Investments:These fixed assets are valued on the basis of their net asset value (i.e. book value corrected for gains and losses prudently estimated on the basis of the position, profitability or prospects of the company). The book value is taken from the last balance sheet or the last known financial position.

Other securities held in portfolio:Listed or publicly-traded shares are in principle valued at the closing rate on the balance sheet date, provided that the market in the shares is active. Unlisted shares and listed shares where the market is not considered to be active are valued by reference to their net asset value as defined above. If their net asset value cannot be calculated, the shares are valued by reference to the book value.


STATUTORY ACCOUNTS

Other financial fixed assets - Amounts receivable

They are recorded at their face value, adjusted, where appropriate, for long-term amounts receivable bearing no interest or granted at low interest rates. If their recoverability is considered to be unlikely, in particular in the light of the financial position of the debtor, an appropriate write-down is recorded.

SHORT-TERM TRADING SECURITIES PORTFOLIO

Trading securities are valued using the same principles set out above for the other securities held in portfolio. Appropriate write-downs are recorded in respect of unrealized losses. If gains are determined on securities that have previously undergone write-downs, appropriate value adjustments will be entered.

OTHER AMOUNTS RECEIVABLE, SHORT-TERM INVESTMENTS AND CASH AT BANK AND IN HAND

Other amounts receivable, short-term investments and cash at bank and in hand are stated at acquisition cost or nominal value. Write-offs and write-backs are recorded according to the assessment criteria set out above for “other financial fixed assets - amounts receivable”.

PROVISIONS FOR LIABILITIES AND CHARGES

At the end of each accounting period, the Board of Directors examines prudently, sincerely and in good faith the provisions required to cover anticipated liabilities and possible charges which have arisen during the year and previous years. The provisions relating to previous years are regularly reviewed and released to the income statement if they no longer apply.

AMOUNTS PAYABLE AFTER ONE YEAR AND WITHIN ONE YEAR

Such liabilities are recorded at their nominal value, adjusted, where appropriate, for long-term debts without interest or at a low interest rate.

DEFERRED CHARGES, ACCRUED INCOME, ACCRUED CHARGES AND DEFERRED INCOME

Accrued and deferred income, and deferred and accrued charges are calculated at the balance sheet date and stated in the appropriate accounts on the assets and liabilities’ sides of the balance sheet.

FOREIGN CURRENCIES

As a general rule, all amounts payable and receivable are shown in the balance sheet at the currency average rate on the balance sheet date. Variations against the historical value are grouped by currency. If the net difference for a currency shows an unrealized loss, it is recorded as a cost in the income statement. Unrealized exchange gains are added in the balance sheet on the liability side under accrued charges and deferred income. If the foreign currency financing is designed to hedge investments in the same currency, the historical value of this financing transaction is maintained.

In accordance with the provisions of Royal Decree of 30.01.2001, these same rules will also apply in the future. If, however, the use of one or more of these rules is no longer appropriate, any changes deemed to be necessary would be made, and the reasons for the changes and the effect on the accounts would be mentioned in the notes to the annual accounts.


2009


CALENDAR & ADDRESS

Calendar

30 April 2010 Accounts approval20 May 2010 Payment of dividend30 September 2010 Half-year results29 April 201 1 Accounts approval

Address of the group

COBEPA SACompagnie Benelux ParticipationsPark AtriumRue de la Chancellerie 2, bte 1 – B-1000 BruxellesTéléphone: 32 (0) 2 213.32.10Fax: 32 (0) 2 513.1 7.02http://[email protected]

TVA – BE - 0403 233 750 RPM BruxellesDexia Banque : 550-6601200-52

Layout and production: www.thecrewcommunication.com

Printed on Satimat. Satimat is a coated woodfree paper, ECF, manufactured following environmental standards ISO 9001 and ISO 14001.

2009


NOTES


NOTES


NOTES

Documents

Cobepa Annual Report 2009