Cobepa Annual Report 2010

Teamwork gets you...

A N N U A L R E P O R T 2 0 1 0

In million ¤ 3 1.1 2.2004 3 1.1 2.2005 3 1.1 2.2006 3 1.1 2.2007 3 1.1 2.2008 3 1.1 2.2009 3 1.1 2.20 10

Net Asset Value 527.5 6 1 0.6 776.9 85 1.9 700. 1 956.6 1, 1 33.6

Normalised net current earnings * 6. 1 1 0.7 1 4.3 1 9.9 20.2 1 9.5 1 8. 1

Net earnings * 22.8 6 1.0 34.9 65.5 ( 1 0.9) 244.7 1 04.2

Gross dividend – 25.6 24.2 25.3 25.0 30.7 23.8

* Restricted consolidated results, Group’s share

Key f igures

Net asset value as of (in million ¤)

3 1.1 2.2004 3 1.1 2.2005 3 1.1 2.2006 3 1.1 2.2007 3 1.1 2.2008 3 1.1 2.2009 3 1.1 2.2010

Net Asset Value 527.5 6 10.6 776.9 85 1.9 700. 1 956.6 1, 1 33.6

– Growth capital 323.0 6 1.2% 394. 1 64.5% 618.0 79.5% 702.8 82.5% 636.0 90.8% 6 1 0.6 63.8% 698.2 6 1.6%

· Listed 97.8 1 8.5% 1 45.6 23.8% 1 54.5 1 9.9% 1 45.9 1 7. 1% 55.8 7.9% 1 49.2 1 5.6% 1 20.2 1 0.6%

· 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% 578.0 5 1.0%

– LBO 0.0 0.0% 29. 1 4.8% 52.7 6.8% 65. 1 7.6% 73.5 1 0.5% 94.8 9.9% 1 44.9 1 2.8%

– Other Assets 204.5 38.8% 1 87.4 30.7% 1 06.2 1 3.7% 84.0 9.8% -9.4 - 1.3% 25 1.3 26.3% 290.5 25.6%

In ¤ 1 3 1.1 2.2004 1 3 1.1 2.2005 2 3 1.1 2.2006 3 1.1 2.2007 3 1.1 2.2008 3 3 1.1 2.2009 3 3 1.1 2.2010

Net Asset Value 30.50 35.30 42.93 47.07 38.68 46.70 55.34

Normalised net current earnings * 0.35 0.6 1 0.82 1. 1 0 1. 1 2 0.95 0.89

Net earnings * 1.32 3.53 1.99 3.62 (0.60) 1 1.90 5.09

Gross dividend – 1.48 1.37 1.40 1.38 1.50 1. 1 6

* Restricted consolidated results, Group’s share1. The capital is represented by 1 7,297,86 1 shares2. The capital is represented by 1 8,098, 190 shares; the new shares are entitled to dividends from 1 July 2006 3. The capital is represented by 20.483. 1 05 shares; the new shares are entitled to dividends from 1 January 2009

Key f igures per share

51.0%

10.6%

Growth Capital

LBO

Other Assets

Unlisted

Listed

12.8%

61.6%25.6%

Net Asset Value as of 31.12.2010

2 Annual report 2010 Cobepa

KEY FIGURES

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Annual report 2010 Cobepa 3

TABLE OF CONTENTS

DESCRIPTIVE SECTION

Key Figures 2

Message to the Shareholders 5

Management Report 6

Board of Directors 1 4

Management Team 1 4

Corporate Governance 1 5

PORTFOLIO

Simplified Group Structure 1 9

Portfolio 20

FINANCIAL SECTION

Restricted Consolidated Accounts 25

Statutory Accounts 47

Calendar & Address 55

Many views. One vision.

Teamwork increases...



MESSAGE TO THE SHAREHOLDERS

During 2010 the value of Cobepa’s assets rose clearly above ¤ 1 billion yielding a return (including dividends) of 20.8%.

This outstanding result is the consequence of the excellent profits generated by the various companies in which we have invested. Indeed, 2010 showed record profits for JF Hillebrand, Carmeuse, International SOS, D’Ieteren, Princess Yachts and Zetes. These results were produced within an economic environment more conducive than in 2009 but which remains volatile and subject to many uncertainties. The fluctuation of currencies, the inflationary tensions – which already appear in the price of many commodities – as well as the alarming level of the public deficits of several countries, make it more difficult to make forecasts and bring new risks. This latter point is particularly true with respect to government bonds which – in the light of the financial situation of certain countries and their dependency upon financial markets for their refinancing – cannot be considered any more as risk-free assets.

These risks and uncertainties obviously lead us to maintain strictly our investment criteria and our usual rigor in the risk analysis of every investment. The last few years have demonstrated that companies with strong market shares in attractive markets are in a position to go through difficult times. For long term investors such as Cobepa, the quality of our assets is more important than the timing of the investment. This approach is justified if, under any circumstances, the prices paid remain reasonable and companies are not weakened by an excessive debt level.

The theme of this year’s annual report is team spirit. Indeed, in a company such as ours, our main goodwill is formed of

all men and women who compose the team but also relies on our capacity to work in the spirit of partnership and trust with the management teams of the companies where we are a shareholder. This team spirit and partnership is at the heart of our attitude as it is one of the key characteristics of Cobepa and is a fundamental asset. In the course of 2010, Cobepa’s team was enlarged, in particular to increase our management ability of our cleantech fund BeCapital which is managed by Cobepa; this effort will be pursued.

Our thanks go naturally to the entire Cobepa team for the quality of its work and its enthusiasm as well as to the management teams of the companies where we are shareholders whom we thank for their trust and for their performance.

Jean-Marie Laurent JosiManaging Director

Christian VarinChairman


MANAGEMENT REPORT

Key events

The very good performances of the majority of our holdings and several asset sales at favourable terms enabled the Cobepa Group to post a significant increase in its Net Asset Value (NAV) for 2010, exceeding ¤ 1. 1 billion and a substantial net consolidated profit of ¤ 1 04.2 million. An average cash position of around ¤ 250 million over the year – revenues on which were reduced due to low interest rates – make these performances all the more appreciable.

At 31 December 2010, our NAV stood at ¤ 1, 1 33.60 million, i.e. an increase of 18.5%. At the same date, the financial fixed assets in the consolidated accounts amounted to ¤ 527.3 million, compared with ¤ 474.0 million in 2009. The change in this latter amount over the year is the balance of the investments and divestments undertaken in 2010, 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.

Despite the absence of the Belron dividend following the sale of this holding in 2009, normalised operating

profit, i.e. excluding the contribution of exceptional items and capital gains or losses, held firm close to its level in 2009 thanks to payment of higher dividends by several of our holdings and strict cost management. Normalised operating profit for 2010 reached ¤ 18.1 million, compared with ¤ 1 9.5 million in 2009.

Operat ions dur ing the year

Around one hundred investment files were studied over the financial year by an investment team strengthened since the start of 2010. The Cobepa investment team is composed of seven people, including the Managing Director. The investment criteria, whose relevance has been verified since 2004, have not been modified. These criteria, detailed below in the Risks section, are rigorously applied.

Cobepa has continued the active management of its portfolio of holdings, involving a number of investments and divestments.

• Capital expenditure

In the first quarter of 201 0 Cobepa acquired 80,880 Bank Degroof shares within the liquidity window organised by Bank Degroof, increasing its holding to 9.3% of the capital. As a reminder, in December 2009 Cobepa acquired 8.3% of the shares representative of the capital of Bank Degroof, a leading player in Belgium and Luxembourg in private and institutional asset management, the bank’s main business along with corporate finance and market activities on behalf of third parties. In October 2010, Cobepa agreed to acquire 26 1,450 additional Bank Degroof shares, increasing its holding to 1 2.50%. The amount relating to this transaction was paid into an escrow account, interest on which is acquired by the vendor. This transaction, which enables Cobepa to hold a qualified share (under the terms of banking regulations) in Bank Degroof, was submitted to the approval of the authorities in the various countries in which Bank Degroof operates, namely Belgium, France, Luxembourg, Spain and Switzerland. The acquisition was finally completed in early 2011.

During the first half of 201 0, the debts held by the Cobepa Group in respect of Financière Cronos, the

500

600

700

800

900

1000

1100

1200

1300

NAV as of 31 December

2010**

Dividends paid

in 2010 (-)

Increase in value of assets (+)

Net current result (+)

NAV as of 31 December

2009*

956.6

180.7

18.1

(21.7)1,133.6

* Unaudited - before payment of the dividend of May 2010** Unaudited - before payment of the dividend in May 2011


MANAGEMENT REPORT

holding company of TechnoMarine, were contributed to the capital of Financière Cronos within the framework of a capital increase by contribution of debt. It should be noted that our co-shareholder in Financière Cronos, which held debt in an identical amount, also contributed the said debt.

In the second half of 2010, Cobepa subscribed to a capital increase in Finescia, the majority shareholder in Novescia, a French company operating in France, which owns several medical laboratories specialised in routine medical analysis. Following this operation, Cobepa indirectly holds a 10% stake in Novescia.

In December 2010, the Cobepa Group, via the Luxembourg holding company Kanelium Invest SA, acquired 76% of the shares in the Luxembourg company SGG SA, alongside the latter’s main managers. The Cobepa Group and the main managers of SGG also subscribed, in the same proportion, to financial instruments issued by Kanelium to finance this acquisition. SGG is one of the leaders in Luxembourg in corporate services and trust activities.

In 2010, Cobepa also strengthened its holding in Zetes by purchasing shares on the market for a total amount of ¤ 1,894,255.88.

At the end of 2010, the companies Navpart I BV and Stichting Navpart went into liquidation. Cobepa (Nederland) received a final dividend of ¤ 260,456.26.

Finally, the investment fund BeCapital became fully operational in 2010.

As a reminder, in 2009 Cobepa took the initiative of creating – alongside La Compagnie Benjamin de Rothschild SA “CTBR” and BeCitizen SA – an investment fund called BeCapital Private Equity SCA SICAR, whose aim is to take holdings in companies developing technologies with a favourable impact on the environment. Cobepa had also constituted a 100% subsidiary, BeCapital Investment Advisor SA, a company incorporated under Belgian law, which signed an investment advice contract with BeCapital General Partner; the latter, however, retains sole responsibility for deciding on investments to be made by the SICAR.

In January 2010, two Cobepa employees were transferred to BeCapital Investment Advisor, in line with the Cobepa’s decision to dedicate a separate team to the management of BeCapital Investment Advisor. A third employee joined this team in 2010.

On 12 April 2010, following the approval by the Luxembourg authorities of the prospectus intended for investors, BeCapital Private Equity SCA SICAR was formed as a limited partnership under Luxembourg law. Cobepa and CTBR also formed BeCapital General Partner – the General Partner of this SICAR – as a limited liability partnership on a 50/50 basis.

Within the framework of the first closing of the SICAR in April 2010, Cobepa undertook to invest ¤ 30 million in BeCapital out of a total amount of ¤ 80.3 million subscribed by a group of some thirty investors. The final closing of the SICAR will be on 30 April 2011 at the latest, the SICAR's assets under management should then exceed ¤ 1 30 million.

After the first closing, BeCapital made a first investment by buying from Cobepa a 1 3% holding in the company Wind Power Holdings Inc. – the holding company of Northern Power Systems, which develops and sells latest-generation wind turbines. This holding had been acquired by Cobepa in November 2009 on behalf of BeCapital in agreement with the persons chosen to form the Investment Committee of BeCapital. The hedge against the depreciation risk of the USD relating to USD 15 million, which had been made by Cobepa when investing on behalf of BeCapital, was also taken over by BeCapital.In the second half of 2010, BeCapital acquired a stake in Helveta, a company which develops and sells tracking and tracing software specially adapted to natural resources such as tropical wood, and a majority holding in the Goëmar Group, which develops ecological substitutes to traditional agricultural additives (pesticides and fertilisers).

• Divestments

In early 2010, Cobepa sold 10,449 D'Ieteren shares. In September 2010, through a private placement, Cobepa sold 212,500 D'Ieteren shares, i.e. half the stake held.


This transaction led to a capital gain of ¤ 70 million.

In July 2010, the Cobepa Group sold the shares it held indirectly in Faceo, which it had acquired in 2007. On this occasion the Cobepa Group realised capital gains of ¤ 10 million.

Following the terms of payment provided for in the shareholders’ agreement, the initial price of the sale of Belron realised in September 2009, set at ¤ 275.1 million (out of which ¤ 211 million of capital gains), was collected in early 2010. Moreover, in 2010, due to the sales of Belron shares in 2007 and 2009 and in execution of the shareholders’ agreements which contained a price revision procedure, Cobepa

• received a total of ¤ 1.7 million in price adjustments and

• recorded price adjustments in an amount of ¤ 1 3.1 million. These adjustments will be paid by the D'Ieteren Group in April 2011.

The final sale price of the Belron shares sold in 2009 was thus ¤ 289.9 million.

• 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 47.5 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 2011. 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. This hedge remained in place in 2010:

• swap Libor 3 months versus fixed rate (underlying debt: USD 5 1 million) until end 2011.

In the course of 2010, the Cobepa Group also used the following hedging instrument:

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

BeCapital, for its part, subscribed to cover against the risk of depreciation of the USD and GBP in an amount of USD 1 7 million and GBP 2 million respectively.

In previous financial years, the company filed various claims due to the position of the tax authorities which refused to extend the deductibility of unused “definitively taxed income” (RDT) during a tax year for the years later. In October 2010, following a ruling by the European Court of Justice, the Company and Income Tax Authority (Administration de la Fiscalité des Entreprises et des Revenus) agreed to extend the deductibility of excess definitively taxed income.

Fees pa id to the Statutory Auditor

The fees paid to the Auditor for its audit work at Cobepa SA amount to ¤ 28,000 a year (ex-VAT), as set by a written shareholder resolution of 30 April 2010.

Fees paid to the Auditor and to offices affiliated to it outside Belgium for auditing work of consolidated subsidiaries amounted to ¤ 59,000.00 (ex-VAT).

No amount was paid by the Cobepa Group to the Auditor for special assignments or extraordinary services.Besides, fees for ¤ 15,100 (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.

MANAGEMENT REPORT


Risks

Cobepa bears no particular risk other than those communicated to the Audit Committee and which are connected 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.

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 studies undertaken by the staff of Cobepa to follow-up each of the shareholdings.

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

It is also important to mention the market risks to which the listed companies – Ageas, D'Ieteren, 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 2010, the company employed 16 people.

Comments on the accounts

For the accounting period ended at 31 December 201 0, Cobepa drew up statutory accounts and restricted consolidated accounts. The accounts cover a period of 1 2 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 1,354,36 1 including 3,1 85,244 new sharesVVPR shares 9,1 28,744

The total number of shares at 31 December 2010 was 20,483, 1 05, of which 9,1 28,744 VVPR shares and 3, 1 85,244 new shares, also with withholding tax at the reduced rate of 1 5%.

Appropr iat ion of the result

Profit available for distribution (in ¤)

• Profit brought forward at 31 December 2009 ¤ 202, 1 24,577.35

• Profit for the year to be appropriated ¤ 84,95 1,322.99

• Appropriation to the legal reserve ¤ -209,455. 1 5

= Amount available for appropriation ¤ 286,866,445. 1 9

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

MANAGEMENT REPORT


MANAGEMENT REPORT

Proposed div idend

The Board of Directors proposes to the Meeting that the company pays a gross dividend of ¤ 23,760,40 1.80 equal to a gross dividend of ¤ 1. 1 6 per share. This gives a net dividend of ¤ 0.870 per old ordinary share and of ¤ 0.986 per VVPR share and per new ordinary share.

Payment

The dividend will be paid in cash on 1 9 May 20 1 1.

Dividends per share, by share category 2010 2009

Per old ordinary share

Net dividend

Gross dividend

0.8701. 1 60

1. 1 25

1.500

Per VVPR share

Net dividend

Gross dividend

0.9861. 1 60

1.275

1.500

Per new ordinary share

Net dividend

Gross dividend

0.9861. 1 60

1.275

1.500

Total net distributed amount (¤ million)

Withholding tax (¤ million)

Total gross distributed amount (¤ million) *

19.254.5 1

23.76

24.89

5.83

30.72

Number of shares existing

entitled to dividends **

20,483, 10520,483, 105

20,483, 105

20,483, 105

Payment: the dividend will be paid in cash on 19 May 20 1 1.

* of which by way of interim dividend: ¤ 9.0 million in 2009.** the shares issued in July 2009 are entitled to dividend from 1 January 2009. 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

2010 2009

A. Profit available for appropriation

1. Profit for the period available for appropriation

2. Profits brought forward

84,95 1,322.99202, 124,577.35

145,440,474.02

94,680,784.53

TOTAL 287,075,900.34 240, 1 2 1,258.55

Appropriation

2. to the legal reserve 209,455. 1 5 7,272,023.70

D. Profit to be carried forward 263, 1 06,043.39 202, 1 24,577.35

F. Dividends

Number of shares

2010 2009

Net dividend:

old ordinary shares 8, 169, 1 1 7 8, 1 69, 1 1 7

new ordinary shares 3, 185,244 3, 1 85,244

VVPR shares 9, 128,744 9, 1 28,744

20,483, 105 20,483, 1 05

Total net dividend 1 9,248,723.95 24,890,59 1.33

Withholding tax 4,5 1 1,677.85 5,834,066. 1 7

Total dividends 23,760,40 1.80 30,724,657.50

TOTAL 287,075,900.34 240, 1 2 1,258.55

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 December 2010. 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 8 and 9 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 3 1 December 2010.

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

3. Proposal to approve the company accounts of Cobepa closed at on 3 1 December 2010, showing a profit for the period of ¤ 84,95 1,322.99 and a total profit available for distribution of ¤ 287,075,900.34 and proposal to appropriate the profit as follows:

Legal reserve ¤ 209,455. 1 5 Profit to be carried forward ¤ 263, 1 06,043.39 Dividends ¤ 23,760,40 1.80

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.

The Board of Directors

23 March 20 1 1

Teamwork enhances...



BOARD OF DIRECTORS - MANAGEMENT TEAM

Board of Directors Mandate expiresChairman Christian Varin ............................................................................................................................................................................................................................................................................04-20 1 3

Managing Director Jean-Marie Laurent Josi ...........................................................................................................................................................................................................................................04-20 1 3

Directors Philippe Bodson .....................................................................................................................................................................................................................................................................04-20 1 3 Christophe d’Ansembourg ................................................................................................................................................................................................................................04-20 1 3 Olivier Davignon ...................................................................................................................................................................................................................................................................04-20 1 3 Charles de Liedekerke *

.............................................................................................................................................................................................................................................04-20 1 3 Grégoire de Spoelberch **

....................................................................................................................................................................................................................................04-20 1 3 Olivier de Spoelberch ................................................................................................................................................................................................................................................04-20 1 3 Philippe de Spoelberch ...........................................................................................................................................................................................................................................04-20 1 3 Hugo Ferreira ................................................................................................................................................................................................................................................................................04-20 1 3 François Pauly ..............................................................................................................................................................................................................................................................................04-20 1 3 Bart Van Malderen .............................................................................................................................................................................................................................................................04-20 1 3 William Wyatt ............................................................................................................................................................................................................................................................................04-20 1 3

Statutory Auditor PricewaterhouseCoopers ...................................................................................................................................................................................................................................04-20 1 3 Réviseurs d’entreprises SCCRL represented by Robert Peirce

* representing Millénium 3 SA ** representing GDS Consult SA

Execut ive Committee Jean-Marie Laurent Josi - ChairmanDirk K. Broekhuijse Jean-Marc Crépin Alexandre Schmitz (CEO of BeCapital)

Investment Director Laurent Vermer (BeCapital)

Senior Investment Manager Hiram Claus

Investment Managers Gilles Davignon Aurélien Delavallée Lionel Schreiber (BeCapital)

Secretary of the Board of DirectorsLegal Affa i rs Corporate Governance Chantal Barras

Treasury, Consol idat ion Dominique Godfroid

Account ing , Administrat ion , 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 1 00% 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 1 2 to 1 8 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 11 are non-executive Directors related to the shareholders.

Article 1 1 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.

Secretary of the Board of DirectorsLegal Affa i rs Corporate Governance Chantal Barras

Treasury, Consol idat ion Dominique Godfroid

Account ing , Administrat ion , Taxes Eric Goudsmit



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 2010, 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, Christian Varin, William Wyatt and the Managing Director for the part that does not concern him.

The Remuneration Committee determines the fixed and variable remuneration of the Managing Director. This Committee determines the terms and conditions of any long term incentive plan granted to the Managing Director and the staff. It also ratifies the compensation proposals presented by the Managing Director 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 2010, the Remuneration Committee met 2 times.

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), Christian Varin and William Wyatt. It reviews the formation of the accounts and the audit procedures and analyses the risks facing the Company.

Twice a year, the Audit Committee also determines the Cobepa’s Net Asset Value (NAV) and Cobepa’s Estimated Transactional Value (ETV). The NAV and ETV are then submitted to the Board for approval.

In 20 1 0, the methodology to calculate the NAV and ETV – which has been adopted in 2004 – was slightly

modified. The new methodology was approved by the Board of Directors and will be applied for the first time to calculate the NAV and ETV as of 3 1 December 2010.

The methodology to assess the Cobepa’s NAV and ETV is based on the following key principles:

For the Net Asset Value:

The Net Asset Value of each investment will be estimated by applying the valuation methodology which appears the most adequate for assessing the Fair Market Value of the investment (i.e. amount for which the investment should exchange on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction).

• For quoted investments, the Net Asset Value is the stock price (average of market price of the last 20 trading days);

• For unquoted investments, the generally accepted valuation methodologies can be used by applying the following priority grid: – at cost for investments having been acquired since less than 1 2 months (except in case of impairment) – value based on a predefined valuation formula agreed by the shareholders agreement – value of a relevant third party transaction having taken place in the last 1 2 months – value based on market multiples (if relevant) – value based on the entry multiples – value based on the discounted cash flow – other valuation methodology

• For each investment, the retained valuation methodology will be used as much as possible in a consistent way from one year to another.

For the Estimated Transactional Value:

To calculate the ETV, a discount will be applied to the NAV of each asset. The level of the discount depends upon the liquidity of the asset. Three categories of discount have been adopted: 5%, 1 5% and 25%.

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 meets at least twice a year. In 2010, the Audit Committee met 4 times. A meeting will be valid only if at least half of the members are present.

2.4. Day-to-day management

Day-to-day management is entrusted to Jean-Marie Laurent Josi in his capacity of 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 and its holding in Cobip and Cobip II.

As Cobehold is a 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 fifth trading round took place in 201 0. One shareholder sold all of its shares, two shareholders sold part of their shares. The following trading round will take place during the three months following the Ordinary General Meeting of 29 April 20 1 1.


Portfolio 2010.


SIMPLIFIED GROUP STRUCTURE AS OF 31 DECEMBER 2010

JF HILLEBRAND GROUP D40.00% —

ROYAL SENS NL33.40% —

INTERNATIONAL SOS SG1 8.00% —

BANK DEGROOF B9.30% — AGEAS B0. 1 6% —CARRIÈRES DU HAINAUT(CDH DÉVELOPPEMENT) B

50.00% —

DEVOTEAM F0.59% —OPTELEC (TIEMAN HOLDING) NL37.05% —

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

2 1.88% —

TECHNOMARINE(FINANCIÈRE CRONOS) LUX/CH

50.00% —

D’IETEREN B3.84% —

ZETES INDUSTRIES B1 8.2 1% —

CARMEUSE LUX20.00% —

EUROSCREEN B5.23% —

SAPEC B1 5.1 3% —

NOVESCIA (FINESCIA) F9.8% —

TELENET B0.09% —

Listed

Unl isted

GROWTH CAPITAL LBO OTHER ASSETS

SHAREHOLDERS

COBEHOLD

COBEPA

COBIP

COBIP II

95%

5%

20%

1 00%

80%

12.50% since 31.01.2011

3.53% voting rights

1 7.6 1% fully diluted

6.16% voting rights

0.45% voting rights

SGG (KANELIUM INVEST) LUX76.60% —


PORTFOLIO

BANK DEGROOF

Bank Degroof is the largest independent private bank in Belgium. Founded in 1871, Bank 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 00,000 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) 2008 2009 2010

Assets undermanagement (¤ bn)

23.1 22.9 24.8

Normalised net profit 101.5 82.7 83.9

Key figures (¤M) 2008 2009 2010

Sales 1, 1 53.7 943.9 1, 1 28.7

EBITDA 256.3 2 1 3.7 246.7

Key figures (¤M) 2008 2009 2010

Sales 57.6 50.1 46.0

EBITDA 1 7.0 1 7.0 1 2.4

Date of investment 2009Ownership 9.30% ( 1 2.50% since 3 1.0 1.20 1 1 )

Date of investment 2005Ownership 20.00%


After a difficult FY09, Carmeuse evidenced a solid trading during 2010 as the steel industry, especially in North America, replenished its inventory, pushing the growth in the lime and limestone markets in excess of the demand of the underlying markets.

CDH has been challenged in 2010 by a combination of continued weak demand in construction and adverse weather conditions impacting on production activities. Profit protection measures could not offset the negative operating leverage implied by its fixed cost base.

CARRIÈRES DU HAINAUT (HELD BY CDH DÉVELOPPEMENT FOR 100%)

Assets under management grew strongly in 2010. Bank Degroof enjoys a solid solvability ratio of 16.4%, well above regulatory requirements.


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.

Key figures (¤M) 2008 2009 2010

Sales 6, 1 46.8 6,269.7 7,053.6

PBT 238.5 264.8 339.9

Date of investment 1 994Ownership 3.84% (3.53% voting rights)

D’Ieteren posted solid results for 2010 with all three activities progressing substantially. D’Ieteren benefited from a solid rebound of the Belgian retail automobile market and from outstanding results of Belron which evidenced a top line growth of 15.6% compared to last year.

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 assistance. 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) 30.06

2008 2009 2010

Sales 8 1 3.3 849.3 857.3

EBITDA 74.8 70.6 72.4

Date of investment 2007Ownership 1 8.00%

Despite the suspension of some non-core businesses and disruption of worldwide travel in Q4 by the European volcano ash crisis, ISOS was able to grow sales and profits in 2010. The Company continued to invest in selective acquisitions, infrastructure for business expansion and further improvement of service quality.

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.

Key figures (¤M) 2008 2009 2010

Sales 632.6 568.8 884.9

EBITDA 43.3 44.1 48.6


Containers shipped by JFH increased by 1 8% in 2010, enjoying the market rebound. This growth in volumes was slightly offset by declining gross margins per container due to rising shipping rates. JFH continued its build-up through selective acquisitions of Lagena (Scandinavia), John Crack (Australia), Bora (Bulgaria).


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.

Key figures (¤M) 2008 2009 2010

Sales 36.0 3 1.4 27.7

EBITDA 1. 1 1.5 1.0

Date of investment 1 996Ownership 33.40%

Royal Sens struggled in 2010, as sales volumes were affected by the economic crisis and one of its largest clients relocated to a lower cost country. Costs were kept well under control, thereby limiting the bottom line impact of the lower sales volumes.

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.

Key figures (¤M) 2008 2009 2010

Sales 36.1 37.4 37.5

EBITDA 4.8 5.3 6.3


In a tough market, with lower product demand due to the crisis, increasing competition and pressure from health insurers, Optelec managed to maintain its sales and profit levels.

OPTELEC HOLDING (TIEMAN HOLDING)

Novescia is one of France's leading medical biology groups, established in September 2008 and currently comprising over 80 laboratories. Following the landmark transaction by which Novescia acquired the biology pole of Générale de Santé at the end of 2009, the Company continues to actively participate in the consolidation of the fragmented private lab market in France. It is implementing an ambitious growth strategy consisting of acquiring labs in defined geographical areas, and centralising on technical platforms the medical analyses formerly performed within the individual entities. Novescia’s innovative business model comprises a true partnership with biologists and an industrial approach focused on both quality and efficiency of operations.

Key figures (¤M) 2008 2009 2010

Sales NA NA 1 20.6

EBITDA NA NA 1.4


Novescia has achieved fast growth and has been able to implement a significant amount of acquisitions (relating to 59 labs) in 2010. Three technical platforms have become operational, whilst some timing delay was encountered in the realisation of operational synergies. Therefore, 2010 financials are not an adequate measure for Novescia’s actual performance.

NOVESCIA (HELD BY FINESCIA FOR 21.5%)

KONINKLIJKE STADLER & SAUERBIER HOLDING (ROYAL SENS)


PORTFOLIO

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.

Key figures (¤M) 2008 2009 2010

Sales 679.6 522.4 455.4

EBITDA 3 1. 1 20.0 30. 1

Date of investment 1993Ownership 1 5.1 3%

Sapec continues to face challenging market conditions in its Renewable Energy activities. Sales are down compared to last year but following a better profitability in its core markets, the EBITDA increased from ¤ 20 m to ¤ 30.1 m.

PRINCESS YACHTS (HELD BY R.N.O. FOR 99.4%)

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) 2008 2009 2010

Sales 209.5 20 1.9 210.8

EBITDA 26.8 30.6 35.3

Date of investment 2008Ownership 2 1.88% (6.16% voting rights)

In 2010, Princess achieved record sales and profitability. It strengthened further its market position and product offering. At the end of the year, its order book exceeded annual sales.

SGG (HELD BY KANELIUM INVEST FOR 100%)

SGG is a major player of the Luxembourg trust market for more than 50 years. It has developed a global expertise in the field of services to funds, high net worth families, and international companies. SGG employs more than 250 employees, specialised in accounting, tax and financial engineering.

Key figures (¤M) 2008 2009 2010

Sales 42.1 43.0

EBITDA 11.9 15.7


Cobepa acquired SGG in December 2010, along with the management.


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) 2008 2009 2010

Sales 1 77.6 1 67.5 2 1 6.7

EBITDA 1 5.2 1 3.6 1 9.1

Date of investment 1998Ownership 18.2 1% ( 1 7.6 1% fully diluted)

2010 was marked by the return to growth in Zetes’ two sectors of activity, which enabled the Company to post record results, both in terms of sales and profits. This is due to corporate clients re-activating their ICT projects in search of productivity gains, the solid performance in the people authentication business, and tight control of operating costs.

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) 2008 2009 2010

Sales 38.3 26.0 33.6

EBITDA 8.0 1.8 2.7


The company’s volumes picked up again driven by market growth. A new management has been hired to enhance TechnoMarine’s positioning and product offering. Profitability remains challenging but EBITDA level increased thanks to cost control measures.

TECHNOMARINE (HELD BY FINANCIÈRE CRONOS FOR 100%)


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 section2010.


RESTRICTED CONSOLIDATED ACCOUNTS

3 1.1 2.2010 3 1.1 2.2009

Dividends and interests from financial fixed assets

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

20.42.3

(0.1 )

30.9(0.9)

0.1

Recurrent financial earnings 22.6 30.1

Income from services and management

Operating costs

0.9

(5. 1 )0.8

(5.4)

Other recurrent earnings (4.2) (4.6)

Current earnings from the companies at equity (0.2) -

Current earnings 18.1 25.5

Capital earningsOther extraordinary earnings

87.8(1.6)

2 1 9.8(0.5)

Earnings before taxes 1 04.3 244.8

Taxes (0. 1 ) (0. 1 )

Earnings after taxes 1 04.2 244.7

Current earnings per share Net earnings per share

0.895.09

1 .331 2.8 1

Weighted average number of shares (in million) 20.5 1 9. 1

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



3 1. 1 2.2010 3 1. 1 2.2009

Intangible and tangible fixed assets

Investments

1 .1527.3

1 .2474.0

Fixed assets ( 1 ) 528.4 475.2

Equity

Provisions

777. 11 8. 1

696.61 4.7

Permanent capital (2) 795.2 7 1 1.3

Net working capital (2) - ( 1 ) or (3) - (4) 266.8 236.1

ReceivablesShort-term investments, cash and cash-equivalents

26.4272.2

282.929.8

Current assets (3) 298.6 3 1 2.7

Financial debts Other amounts payable

0.03 1.8

45.03 1.6

Debts (4) 3 1.8 76.6

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



3 1.1 2.20 10 3 1.1 2.2009

Assets

Fixed assets 528,4 1 9 4 75, 1 79

II. Intangible assets 36 45

IV. Tangible assets A. Land and buildings B. Equipment and machinery C. Furniture and vehicles

1 , 1 1 458723 1

296

1 , 1 567871 8 71 82

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

527,269(236)

527,505452,03275,473

473,978–

473,978395,52 178,457

Current assets 298,6 1 9 3 1 2,742

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

24 124 1

267267

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

1 401 401 40

999

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

24,9921 ,287

23,705

282,420246

282, 1 74

IX. Short term investments B. Other investments and deposits

27 1,79927 1,799

28,36928,369

X. Cash 439 1,447

XI. Deferred charges and accrued income 1,008 230

Total assets 827,038 787,92 1

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



3 1.1 2.2010 3 1.1 2.2009

Liabilities

Capital and reserves 777,056 696,599

I. Capital A. Issued

203,543203,543

203,543203,543

II. Share premium account 5 1, 1 75 5 1, 1 75

IV. Reserves 52 1,954 44 1,497

V. Consolidation adjustments 448 448

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

Provisions and deferred taxes 1 8,074 1 4,657

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

1 8,07424298

1 7,734

1 4,6572421 1 7

1 4,298

Creditors 31,908 76,665

XI. Amounts payable within one year A. Current portion of amounts payable after one year B. Financial debts 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

3 1,838–

1,6731,673

425425

–4,3933,7 1 7

67625,347

76,57845,000

1,2881,2881, 1 441, 1 44

1 74,54 13,695

84624,588

XII. Accrued charges and deferred income 70 87

Total liabilities 827,038 787,92 1

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



3 1.1 2.2010 3 1.1 2.2009

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

2,28 12,267

1 4

1,0691,032

37

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 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

8,5605, 1 52

3,000

256

30

–1 22

6,45 14,07 12, 1 1 0

28 1

(42)

( 1 1 7)148

III. Operating profit (+) Operating loss (-) (6,279) (5,382)

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

23,32620,537

1,8769 1 3

33,76832,076

3331,359

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

95 11 5299

700

2,6931, 1 2 4

1 71,552

VI. Net result of companies at equity (242) –

VII. Current profit before taxes (+) Current loss before taxes (-) 1 5,854 25,693

VIII. 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

1 1 1,5637,5805,1 52

98,7 1 81 1 3

228,4567,059

–22 1 ,354

43

Consol idated income statement ( in thousand ¤)



3 1.1 2.2010 3 1.1 2.2009

IX. 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

23,2071

1 2,7578,569

11 ,879

9,4933 1

4,6354,585

–242

X. Profit of the year before taxes (+) Loss of the year before taxes (-) 1 04,2 1 0 244,656

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

7( 1 5)22

–––

XII. Profit of the year (+) Loss of the year (-) 1 04,2 1 7 244,656

XIV. Share of the group in the profit of the year 1 04,2 1 7 244,656

* 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 2010 Period 2009

Net increase (decrease) in cash and cash equivalents 242,422 1 3,5 1 8

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

29,8 1 5272,237

16,29729,8 1 5

Net cash flow from operating activities (4) = ( 1 ) + (2) + (3) (8,406) (3,71 3)

Net result ( 1 ) 1 04,2 1 7 244,656

Interest income from participationsDividends received from participationsFees, commissions and other proceeds from participationsGains on disposal of investments (net of financial costs)Gains on disposal of fixed assetsGains or losses on forex hedgings related to participationsFinancing and others costs related to participationsLoss (Profit) of companies at equity Depreciation and amortizationImpairment losses on participationsIncrease (decrease) in provisions

(2)

(5,1 75)(1 5,360)

(84 1 )(97,236)

(7)695236242257

5,1 773,4 1 7

(108,595)

(4,2 1 2)(27,859)

(535)(222, 1 1 4)

(239)1,54 11,226

287(2,424)4,468

(249,86 1 )

Change in working capital (3) (4,028) 1,492

Net cash flow from investing activities (8) = (5) + (6) + (7) 272,540 41,446

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)

(353)(6)29

(330)

(90,940)(4,944)(3,46 1 )

397,249(13,100)12,2465,1 75

15,36084 1

(695)(236)

3 1 7,495

(272)(2)

5 1 1

237

(102,596)(7,787)

(605)285,850

(275,073)20,063

4,21 227,859

535(1.54 1)(1.226)

(50,309)

Repayment of borrowingsNew borrowingsCapital increase

(7) (45,000)375

–

(44,625)

(3,297)20,000 74,8 1 5

91,51 8

Dividends paid (9) (21,71 2) (24,2 1 5)

Net increase (decrease) in cash and cash equivalents ( 1 0) = (4) + (8) + (9) 242,422 1 3,5 1 8

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



Notes to the accounts

I. Restricted consolidation criteria

1. In accordance with article 1 12 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 1 000 Bruxelles 0820.3 1 8.3 1 0 1 00.0

CIPPAR SA, Place de la République Française 4 1 – B 4000 Liège 0424.792.989 1 00.0

COBEPA (NEDERLAND) NV, Reguliersdwarsstraat 90 –

NL 10 1 7 BN Amsterdam 1 00.0

GFL SA, Place de la République Française 41 – B 4000 Liège 0404.254.329 1 00.0

IBEL NV, Rue de la Chancellerie 2, bte 3 – B 1 000 Bruxelles 0457.983.223 1 00.0

MASCAGNA SA, Boulevard Prince Henri 9b – L 1 724 Luxembourg 1 00.0

MOSANE SA, Place de la République Française 41 – B 4000 Liège 0401.638.002 1 00.0

REGIO NV, Rue de la Chancellerie 2, bte 3 – B 1 000 Bruxelles 0425.949.467 1 00.0

SOFIREAL SA, Rue de la Chancellerie 2, bte 1 – B 1 000 Bruxelles 04 1 4.248.396 1 00.0

TRADEXCO SA, Rue de la Chancellerie 2, bte 1 – B 1 000 Bruxelles 0423.680.855 1 00.0

ULRAN SA, Boulevard Prince Henri 9b – L 1 724 Luxembourg 1 00.0



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 1 000 Bruxelles 0893.808.478 1 00.0 a

FINANCIERE CRONOS SA,

Boulevard Prince Henri 9b – L 1 724 Luxembourg 50.0 a

KANELIUM INVEST SA,

Route d’Esch 4 1 2 – L 2086 Luxembourg 76.6 a

REDCREST CONSULTING Ltd,

Apostolos Varnavas 2, 2571 Nisou, Nicosia, Cyprus 1 00.0 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 1 000 Bruxelles 040 1.075.006 1 00.0 b 1. Reason for the exclusion: a. Special purpose vehicles

b. The enterprise is immaterial

III. Associated companies accounted / not accounted for using the equity method

A. Associated companies accounted for using the equity method

Name and Registered Office Company Percentage number in capital

BECAPITAL GENERAL PARTNER SARL, Boulevard E. Servais 20 – L 2535 Luxembourg 50.0

B. Associated companies not accounted for using the equity method

Name and Registered Office Company Percentage number in capital

BECAPITAL PRIVATE EQUITY SCA SICAR, Boulevard E. Servais 20 – L 2535 Luxembourg 37.4

CARMEUSE HOLDING SA, Avenue Guillaume 9 – L 1 65 1 Luxembourg 20.0

CDH DEVELOPPEMENT SA, Place Flagey 18 – B 1 050 Bruxelles 0875.7 1 2.634 50.0

CONSTRUCTIONS ET GESTION NV*, Kortrijkstraat 12 – B 8560 Wevelgem 040 1.946.323 29.2

FIMOPAR SA*, Rue du Couvent 2 – B 7750 Mont de l’Enclus 04 1 3.604.93 1 29.2

IMMOBILIERE GENERALE SOCIALE NV*, Kortrijkstraat 12 – B 8560 Wevelgem 04 1 3.03 1.245 29.2

JF HILLEBRAND GROUP AG, Carl-Zeiss-strasse 6 – D 55 1 29 Mainz Hechtsheim 40.0

OPTELEC HOLDING BV, Breslau 4 – NL 2993 LT Barendrecht 37.0

KONINKLIJKE STADLER & SAUERBIER HOLDING BV, Weegbreestraat 1 1 – NL 3053 JS Rotterdam 33.4

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 1 0% 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)

R.N.O. GROUP SCA

Côte d’Eich 73 – L 1450 Luxembourg 2 1.9 NR EUR NR NR

SAPEC SA

Avenue Louise 500 – B 1050 Bruxelles 0403.085.280 1 5.1 3 1.12.2009 EUR 1 68,504 5 1 5

ZETES INDUSTRIES SA

Rue de Strasbourg 3, bte 4 – B 1130 Bruxelles 0425.609.373 1 8.2 3 1.12.2009 EUR 65,369 1,3 1 1

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• 1 0% for furniture• 20% for mobile equipment• 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 69

Movements during the period

• Acquisitions 6

At the end of the year 75

b) Amortizations and amounts written down



• Charged 1 5




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 3,328 697 558 –

Movements during the year

• Acquisitions, included fixed assets own production 6 1 26 22 1 –

• Sales and disposals (1 30) (89) –

• Cancelled (5)

• Other movements

At the end of the year 3,204 818 690 –

c) Depreciation and amounts written down

At the beginning of the year 2,54 1 5 1 0 376 –


• Charged 76 82 84 –

• Cancelled (5) –

• Cancelled on sales and disposals (66) –

• Other movements

At the end of the year 2,6 1 7 587 394 –

d) Net book value at the end of the year 587 23 1 296 –

Net book value at the end of the year N-1 787 1 87 1 82 –



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

Amount

1. Participations at equity

a) Acquisition cost

At the beginning of the year –

Movements during the year –

• Acquisitions 6


b) Changes in equity

• Share in the profit (loss) of companies at equity (242)

At the end of the year (236)

2. Participating interests and shares

a) Acquisition cost

At the beginning of the year 486,092


• Acquisitions 1 0 1,1 6 1

• Sales and disposals (24,94 1 )

• Foreign exchange adjustments –

• Dividends distributed –

• Transfer from one caption to another –

• Other 1

At the end of the year 562,3 1 3

b) Amounts written down

At the beginning of the year 90,57 1


• Charged 1 2,587

• Written back due to excess (3, 1 04)

• Sales and disposals –


At the end of the year 1 00,054

c) Uncalled amounts

At the beginning of the year –

Movements during the year 1 0,227

At the end of the year 1 0,227

Net book value at the end of the year 452,032



3. Amounts receivable

Carrying value at the beginning of the year 78,457


• Additions 4,944

• Reimbursements ( 1 2,246)

• Write-downs ( 1 70)

• Write-backs due to excess 4,476

• Foreign exchange adjustments 1 2


Net book value at the end of the year 75,473

Accumulated amounts written down at the end of the year on amounts receivable 6,470

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

Amount

At the beginning of the year 696,599

Capital increase –

Results of the year 104,2 1 7

Dividends of the year (23,760)

Exchange rate movements –

Consolidation adjustments movements –

Other –

At the end of the year 777,056

X. Schedule of consolidation adjustments (in thousand ¤)

Negative



• Due to a decrease in percentage holdings –

• Amortization and amounts written down –




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

A. Net turnover

Period Preceding period

2,267 1,032

B. Average number of persons employed and personnel charges


B.1. Average number of persons employed 1 6 1 4

• Employees 1 2 1 2

• Managers 4 2

B.2. Personnel charges 3,000 2, 1 1 0

• Pensions 4 4

B.3. Provisions for pensions

• Charge-offs and write-backs – –

C. Extraordinary costs


• Amounts written off participations 1 2,757 4,635

• Provisions linked to the participations 8,232 4,500

• Other 2,2 1 8 375

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


A. 1. Amount of personal guarantees, given or irrevocably promised

by consolidated enterprises, as security 2,462 1,588

2. Commitments related to shares

a) Commitments to buy fixed assets 60,7 1 4 –

b) Commitments to sell fixed assets – 1 0,032

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

d) Commitments from pledging of shares – 39,000

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

b) Commitments from transactions relating to interest rates – –

c) Commitments from operations relating to currencies 7,3 1 6 24, 1 6 1

d) Rights from operations relating to currencies – –



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


1. Financial fixed assets

• Participating interests 89,854 28,287

• Amounts receivable 39,680 49,026

2. Amounts receivables

• Within one year 678 242

3. Short-term payables

• Deposits 1,673 1,288

7. Financial results

a) income from financial fixed assets 2,947 2,834

b) income from current assets 7 24

c) interest and other debt charges (8) ( 1 2)






Statutory Accounts2010.

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

3 1.1 2.2010 3 1.1 2.2009

Assets

Fixed assets 628,591 66 1,872

II. Intangible assets 36 45

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

492232260

3691 871 82

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

628,063372,990372,9901 1 4,9751 1 4,975

1 40,0981 38,160

1 ,938

66 1,458388,795388,7951 08,4091 08,4091 64,2541 62,3 1 6

1 ,938

Current assets 384,553 338,75 1

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

1 2,0001 2,000

1 2,0001 2,000

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

1 02,1 296 1 3

1 0 1 ,5 1 6

300,495160

300,335

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

269,567269,567

26, 1 3726, 1 37

IX. Cash at bank and in hand 27 5 1

X. Deferred charges and accrued income 830 68

Total assets 1,013, 1 44 1,000,623

Balance sheet after appropr iat ion ( in thousand ¤)


STATUTORY ACCOUNTS

3 1.1 2.2010 3 1.1 2.2009

Liabilities

Capital and reserves 764,936 703,745

I. Capital A. Issued capital

203,543203,543

203,543203,543

II. Share premium account 5 1, 1 75 5 1, 1 75

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

247,11220,354

560560

156,60769,59 1

246,90320,1 45

560560

156,60769,59 1

V. Accumulated profits 263,1 06 202, 1 24

Provisions and deferred taxes 1 9,0 1 4 1 8,088

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

1 9,0 1 4242

–1 8,772

1 8,088242

1 81 7,828

Creditors 229, 1 94 278,790

IX. Amounts payable within one year A. Current portion of debts payable after one year B. Financial debts 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

229, 1 39–

203,2 1 4203,2 1 4

2762766901 1 4576

24,959

278,70545,000208, 1 74208, 1 74

7927925101 7 1339

24,229

X. Accrued charges and deferred income 55 85

Total liabilities 1,0 1 3, 1 44 1,000,623

Balance sheet after appropr iat ion ( in thousand ¤)


STATUTORY ACCOUNTS

3 1.1 2.2010 3 1.1 2.2009

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

1,32 11, 1 95

126

877877

–

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

(6,062)3,4 1 42,455

1 761 7

(4,459)2,2072,1 06

1 3 11 5

III. Operating loss (4,74 1 ) (3,582)

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

22, 1591 9,390

1,943826

1 03,4891 00,596

2,324569

V. Financial charges A. Interest and other debt charges B. Amounts written off current assets C. Other financial charges

(1,226)1,085

9546

(3, 1 89)3, 1 30

–59

VI. Current profit before taxes 16,1 92 96,7 1 8

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

81,3053,4655, 1 52

72,60286

53,34650,70 1

–2,629

1 6

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

( 1 2,567)4,6 1 46,078

11,874

(4,624)7

4,378–

239

IX. Result of the year before taxes 84,930 1 45,440

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

2 12 1

––

XI. Result of the year 84,951 1 45,440

XII. Transfer from the untaxed reserves – –

XIII. Result of the year available for appropriation 84,951 1 45,440

Income statement ( in thousand ¤)


STATUTORY ACCOUNTS

3 1.1 2.2010 3 1.1 2.2009

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

287,07584,95 1

202,1 24

240, 1 2 11 45,44094,68 1

C. Appropriation to capital and reserves

2. To the legal reserve

(209)209

(7,272)7,272

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

(263, 1 06)263, 1 06

(202, 1 24)202, 1 24

F. Distribution of profit 1. Dividends

(23,760)23,760

(30,725)30,725

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

203,543203,543

20,483, 1 0520,483, 1 05

1 1,354,36 19, 1 28,744

20,483, 1 05–

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• 1 0% 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.


\


CALENDAR & ADDRESS

Calendar

29 April 20 1 1 Accounts approval1 9 May 20 1 1 Payment of dividend22 September 20 1 1 Half-year results27 April 20 1 2 Accounts approval

Address of the group

COBEPA SACompagnie Benelux ParticipationsPark AtriumRue de la Chancellerie 2, bte 1 – B-1000 BruxellesTelephone: 32 (0) 2 2 1 3.32. 1 0Fax: 32 (0) 2 5 1 3. 1 7.02http://[email protected]

TVA – BE - 0403 233 750 RPM BruxellesDexia Banque: 550-660 1 200-52

Layout and production: www.thecrewcommunication.com

Printed on Satimat. Satimat is a coated woodfree paper, ECF, manufactured following environmental standards ISO 900 1 and ISO 1 400 1.

2011


NOTES


NOTES


NOTES

Documents

Cobepa Annual Report 2010