DHV Group Annual Report 2008

Page 1

Consultancy and Engineering

dhv.com

Annual Report 2008 DHV Group

Gateway to solutions


Highlights 2008 28-1 Sofia TMS

29-2 Beijing Airport

2008 was a remarkable year for the DHV Group. In the first six months an overheated market pushed the limits of growth, whereas in the second half of the year economies shrank. We were nevertheless able to continue to grow and meet goals in the areas of internationalization, innovation, and corporate responsibility. We grew to over 5,000 staff members and are proud of the more than 10,000 projects and assignments executed. 16 Jan

NACO acquires large airport contract in Taiwan

4 Feb

SSI and Delcan win Intelligent Transportation Systems project in Johannesburg, South Africa

28 Jan

29 Feb

DHV and Delcan conduct feasibility study for an integrated Traffic Management System in Bulgaria Terminal 3 of Beijing Capital International Aiport opens, a NACO, Foster+Partners, and ARUP project

4 March DHV and building consultant Infocus (the Netherlands) join forces

14 March DHV Group and mining consultant Turgis (South Africa) join forces

27 March TAQA Energy awards DHV contract for Permitting and EIA for underground gas storage, the Netherlands 21-4 Eco-city China

31 March DHV and the Dutch municipality of Nijmegen sign large Asset Management contract

13 April DHV is main sponsor of a weekend school for underprivileged youth in Amersfoort, the Netherlands 14 April Delcan and DHV work together on flood protection for the Canadian city of Surrey

21 April DHV wins high profile design competition for a new coastal city in Caofeidian, China 19 May

DHV Group strengthens position in the Polish market with water consultant Hydroprojekt

28 May DHV Group signs Dutch Charter Talent to the Top to increase the number of women at top level 29 May ICT rollout completed for Europe and Asia offices 8-10 St. Petersburg

11 June

CR Report 2007: DHV Group is the first engineering consultancy to comply with GRI+ standard

16 July

Polish Undersecretary Rapciak opens Expressway S7 Bialobrzegi-Jedlinsk, designed by DHV

6 Aug

SSI wins the Engineering Excellence Award for its Biovac Institute clean room project in South Africa

23 June DHV wins contract to design new solar cell plant for Photovoltech in Belgium 1 Aug 2 Sep 29-10 DSM Campus

11 Sep 7 Oct

8 Oct

29 Oct 1 Nov

17 Nov

28 Nov 28-11 Rodenrijseweg

11 Dec

18 Dec

DHV Group joins the United Nations Global Compact

NACO and SSI to supervise the major upgrade of Maun Airport in Botswana DHV becomes preferred supplier to Rabobank Nederland

Launch of the DHV Group Share Plan for employees: more than 200,000 depositary receipts purchased Russian Prime Minister Putin inaugurates the St. Petersburg Flood Protection Barrier’s shipping canal Dutch Prime Minister Balkenende visits DSM's green China Campus, designed by DHV The Group strengthens its North American aviation profile with InterVISTAS

Delcan receives the Best of ITS Award for its Lake County Passage Project in Illinois, USA Dutch Tunnel Rodenrijsevaart wins European Concrete Award DHV delivers the designs for 14 new fishing harbors in Ghana

President Mubarak of Egypt inaugurates terminal 3 in Cairo airport, designed by NACO and ECG

For more information on the projects illustrated on the cover please refer to the Projects section on pages 27-37.


Contents Key Figures

2

Profile

4

Report of the Supervisory Board

6

Report of the Executive Board

8

Strategy and Policy

9

Main Developments of 2008

12

Prospects for 2009

17

Financial Performance 2008

16

Developments in our Global Network

19

Projects; Connect & Deliver

27

Spatial Planning and Environment

30

Transportation Water

Building and Industry

28 32 34

Aviation

36

Financial Statements 2008

38

Consolidated Profit and Loss Account

39

Consolidated Balance Sheet

Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement

Summary of Significant Accounting Policies

Notes to the Consolidated Financial Statements Company Balance Sheet

Company Profit and Loss Account

Notes to the Company Financial Statements Other Information

38 40 41 42 46 58 58 59 64

Risks and Risk Management

67

Shareholding Structure

70

Structure and Management DHV Group

71

Addresses

72

Colophon

73

Corporate Governance The DHV Group is guided by the Dutch Corporate Governance Code, inasmuch as it applies to DHV Holding B.V. as a private, unlisted company. Exceptions to the Code’s principles and best practice provisions are listed in our Corporate Governance Report. The Report and further information concerning the DHV Group’s Code of Conduct, whistle-blower scheme, and regulations for the Executive Board, Supervisory Board, and Audit Committee can be found at www.dhv.com/corporategovernance


2

Key Figures

Net turnover and Added value

Net profit

( millions) 500

( millions) 467.7

8

351.6

300

325.3 269.4

200

7

300.6

294.1

229.1

9.4

9

Added value

395.0

400

10

Net turnover

7.3

6

274.8

6.0

5

229.0

4

4.1 3.7

3 2

100

1 0

2004

2005

2006

2007

0

2008

( millions) 70

The Netherlands Outside the Netherlands

63.2 58.3

50

59.9

2006

2007

2008

6,000 5,320 2,290

5,000

4,730 4,353

4,153

50.8

49.3

2005

Workforce

Shareholders’ equity

60

2004

4,000

4,054

2,275

2,196

2,055

2,171

40 3,000

3,030

30 2,000

20

1,883

2004

2005

1,000

10 0

2,298 1,878

2,534

2004

2005

2006

2007

0

2008

Turnover by client group

Turnover by market

18

42

31

5 12

26

23

12

23

2008

(%)

5

9

2007

Turnover by region

(%)

(%)

2006

23

53 18

Government

Water

The Netherlands

Public utilities

Spatial Planning and Environment

Europe (excl. the Netherlands)

Industry

Transportation

International Development Agencies

Building and Industry Aviation

Africa Asia

North America


Key Figures

Key Figures 2008

2007

2006*

2005

2004

Net turnover

467.7

395.0

351.6

300.6

294.1

Added value

325.3

274.8

269.4

229.0

229.1

27.6

18.9

17.0

7.7

11.4

6.8

5.9

3.8

1.4

1.9

20.8

13.0

13.2

6.3

9.5

9.4

6.0

7.3

3.7

4.1

Return on average shareholders’ equity (%)

15.3

10.2

13.4

7.3

8.5

Operating margin before goodwill (%)

6.4

4.7

4.9

2.7

4.1

Earnings per share (e)

1.97

1.24

1.39

0.68

0.76

Dividend per issued class B share (e)

0.70

0.45

0.50

0.25

0.30

231.9

191.7

163.4

137.4

144.0

Long term capital

99.8

96.4

90.7

83.7

81.1

Shareholders’ equity

63.2

59.9

58.3

50.8

49.3

Group equity

65.3

61.7

59.7

51.3

50.0

Group equity as a percentage of total assets (%)

28.2

32.2

36.5

37.4

34.7

26.2

19.9

20.1

26.7

23.2

Results Operating profit before profit sharing and goodwill Profit sharing Operating profit before goodwill Net profit

Capital employed Total assets

Financial position Net working capital

19.0

12.8

14.8

10.6

12.2

-23.6

-9.6

15.0

0.3

-1.8

Staff costs

209.8

186.5

180.1

160.1

153.4

Number of staff (ultimo)

5,320

4,730

4,353

4,054

4,153

Cash flow Change in net cash

Workforce

(€ millions, unless otherwise stated)

Definitions Added value

Operating income less cost of work subcontracted and other external cost

Earnings per share

Net profit / Number of ordinary shares issued

Operating margin

Net working capital Cash flow

Change in net cash

Operating profit / Added value

Current assets less current liabilities (excluding cash and cash equivalents less amounts owed to credit institutions) Net profit plus amortization and depreciation

Movement in cash and cash equivalents less amounts due to credit institutions

* The 2006 figures include 18 months' results of the Africa region.

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4

Profile The DHV Group is a global provider of consultancy and engineering services in the following markets: • Transportation, including Aviation • Water • Building and Industry • Spatial Planning and Environment

Mission

Our mission is to provide multidisciplinary services for the sustainable development of our living environment, in a close relationship with clients, employees, and partners, based on mutual loyalty, while providing a solid return to our shareholders.

Key values

We aim to be a leading international engineering consultancy firm, active in both public and private sectors, open to partnerships based on shared values.

Our key values are integrity, respect and freedom. We act with a deep commitment to social responsibility, integrity and accountability. Our activities are characterized by respect for others and the environment. We promote empowerment, coupled with strong personal and professional responsibility. We welcome different perspectives and support freedom of thought and action. We are an independent company and signatory to the United Nations Global Compact and the Partners Against Corruption Initiative (PACI) of the World Economic Forum.

Clients

Added value

Vision

Our major clients are: • Governments • Public Sector and Semi-Government • Industry, Commercial Services, Contractors, and Developers • International Development Agencies

Clients call on us to achieve their ambitions through projects and partnerships. We provide our services with passion and pride, adding value through: • Reliable quality performance, delivered on time and within budget. • An understanding of the clients needs and respect for their stakeholders. • State of the art expertise and innovative solutions. • Local delivery of world-class solutions.


Profile

We are active worldwide through a network of local offices in Europe, Asia, Africa, and North America. Operations in the following home countries account for the greater part of our total turnover: • Europe: The Netherlands, Poland, and Portugal • Asia: China, India, and Indonesia • Africa: South Africa • North America: Canada and the United States of America

Services

We develop innovative concepts in consultancy and engineering. Services cover the entire project cycle and include: • Business and Policy Consultancy • Technical Advice • Planning • Design and Engineering • Program, Project, and Construction Management • Project Development and Turnkey Delivery • Operations Management • Asset Management

Key Figures 2008

Net turnover Net profit

€ 468 million

€ 9.4 million

Expertise Positions

Looking to client needs, we focus on: • Airports • Highways, Bridges, and Tunnels • Intelligent Transport Systems • Mass Transit and Rail • Urban and Regional Planning • Environmental Management • Buildings • Marine, Ports and Waterways • Water Management • Water Treatment

Staff and Offices by Region Europe

2,899 in 19 offices

Africa

1,015 in 25 offices

Total

5,320 in 73 offices

Asia

North America

815 in 10 offices 591 in 19 offices

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Report of the Supervisory Board Recommendations to the Annual Shareholders’ Meeting We have pleasure in presenting the DHV Group Annual Report for 2008. The annual accounts were prepared by the Executive Board and audited by PricewaterhouseCoopers Accountants of the Netherlands. The annual accounts were signed following discussion with the Executive Board and the external accountants. We support the proposal of the Executive Board to distribute a cash dividend of € 0.70 (2007: € 0.45) per depositary receipt of issued B shares from the 2008 profits. We recommend that the annual accounts for 2008 be approved as well as the incorporated dividend proposal. Lastly, we call on you to discharge the Executive Board from liability for its management, and the Supervisory Board for its supervision during the 2008 financial year.

W. van Vonno

Wim van Vonno (b. 1941, Dutch) joined the DHV Group Supervisory Board in 2006. He has been Chairman since 2007. His current term of office will expire in 2010. Mr Van Vonno is Chairman of the Supervisory Boards of Convest, and Van Nieuwpoort, and a member of the Supervisory Boards of Van Oord, Optimix Investment Funds, Van Boldrik Group, AM, Royal BAM Group, SADC, Bank for the Construction Industry, and Mammoet Holding. He is also a member of the Investment Committee of NPM Capital, member of the Boards of ING Continuity Foundation, Foundation Protection TNT, and OPG Preferential Stock Foundations. Furthermore he is Arbitrator at the Stichting Raad van Arbitrage voor Metaalnijverheid en -Handel, member of the Executive Board of NEN, President of the Advisory Council of AKD Prinsen van Wijmen, and President of the Nomination Committee Dockwise.

S.M. Dekker

Sybilla Dekker (b. 1942, Dutch) joined the DHV Group Supervisory Board in 2007. Her current term of office will expire in 2011. Mrs Dekker is former Netherlands Minister of Housing, Spatial Planning and the Environment. She is a member of the Supervisory Boards of the Bank Nederlandse Gemeenten (a bank of and for local authorities and public sector institutions), AKZO Nobel Nederland, Kristal, and DNC. She chairs the Strategic Advisory Council of TNO Built Environment and Geosciences and the Supervisory Councils of the Antillean Co-Financing Organization and the Dutch Diabetes Fund. She is also member of the Supervisory Council of the Knowledge for Climate Research Program, and President of the Dutch Taskforce Talent to the Top and the Committee Fundamental Exploration Building.

J.H.M. Lindenbergh

Hessel Lindenbergh (b. 1943, Dutch) joined the DHV Group Supervisory Board in 2003. His current term of office will expire in 2011. Mr Lindenbergh is chairman of the Supervisory Boards of Fortis Bank Nederland, NIBC, Agendia, and the Bank for the Construction Industry. He is also member of the Supervisory Boards of the University of Amsterdam in the Netherlands, Gamma Holding, Ortec International, Doctors Pension Funds Services, and Zeeman Group. He is also member of the Boards of Stichting Vopak, Foundation Protection TNT, and Wolters Kluwer Preference Shares Foundation.

A.B.M. van der Plas

Seen van der Plas (b. 1938, Dutch) joined the DHV Group Supervisory Board in 1998. His current term of office will expire in 2010. Mr Van der Plas is chairman of the Supervisory Board of the Netherlands Research School on Transport, Infrastructure and Logistics TRAIL (a collaborative initiative of five Dutch universities), board member of the Next Generation Infrastructures Foundation (a large international consortium of knowledge institutions, market players and governmental bodies), and member of the Supervisory Board of the Rotterdam Philharmonic Orchestra.

A.P.M. van der Poel

Arthur van der Poel (b. 1948, Dutch) joined the DHV Group Supervisory Board in 2004. His current term of office will expire in 2012. Mr Van der Poel is chairman of the Supervisory Board of semiconductor equipment manufacturer ASML, member of the Board of smartcard company Gemalto, and member of the Supervisory Board of Dutch soccer club PSV.


Report of the Supervisory Board

Report for 2008 Supervisory Board Meetings

During 2008, the Supervisory Board met with the Executive Board and the Director of Finance & Control on six occasions – the external accountants also attended when the first half year and annual figures were discussed. All board members had a good record of attendance. Ongoing matters were also regularly discussed by the Chairmen of the Supervisory and the Executive Boards outside the context of these meetings.

practice provision III.2.2 of the Dutch Corporate Governance Code. Mr Lindenbergh is ‘financial expert’ as provided in best practice provision III.3.2 of the code; and Mr Van der Plas is Deputy Chairman of the Supervisory Board. In the judgment of the Supervisory Board, the Executive Board – both as a group and in terms of its individual members – possess the requisite competencies and functions appropriately.

The DHV Group’s strategy for the longer term was considered at several meetings. Discussions were based on the Corporate Policy Paper, which sets out the corporate objectives and attendant risks. In 2008, the Supervisory Board gave particular attention to the strategic positioning of the DHV Group, the roll-out of the ICT network and the replacement of the business information system. The financing policy of the Group and risk management policy were reviewed. As in previous years, the Supervisory Board conducted an assessment of the suitability for senior management positions of internal candidates. The Board approved the acquisitions of Turgis in South Africa, InterVISTAS in Canada, Hydroprojekt in Poland, and Infocus in the Netherlands.

Corporate Governance

Audit Committee Meetings

Consultations with the Works Council

The Audit Committee, consisting of Mr Lindenbergh and Mr Van der Plas, met on four occasions. The first meeting dealt with the annual accounts for 2007 and the budget for 2008, the second with the first half year figures and the share price for the first trading round under the new share plan. The third meeting considered the accountants’ Audit Service Plan and the ICT report. The fourth meeting was dedicated to the budget for 2009. In addition, the Committee reviewed progress reports on the outsourced ICT, the replacement of the business information system, and the Internal Audit annual report.

Internal Deliberations

The board members met twice to discuss their Board’s own performance and the contribution of each member, and to assess the Board’s composition. They also discussed the performance, composition, and remuneration of the Executive Board. The supervisory directors concluded that the Supervisory Board is properly constituted and that its members possess the desired competencies. All the supervisory directors are ‘independent’ as provided in best

DHV Group’s Corporate Governance Report and further information concerning the remuneration policy, the Code of Conduct, whistle-blower scheme, and regulations for the Executive Board, Supervisory Board, and Audit Committee can be found at www.dhv.com/corporategovernance. The remuneration of the Supervisory Board is reported on page 53.

Composition of the Supervisory Board

There were no changes in the composition of the Supervisory Board in 2008. On the occasion of the 2009 Annual Shareholders’ Meeting, there will be no scheduled vacancies on the Supervisory Board.

The general course of events of the Group was discussed with the Works Council of DHV B.V. on two occasions. The year 2008 shows steady growth and a firm improvement in the financial results and business control, thanks to the efforts of the staff. The Supervisory Board wishes to express its appreciation to all staff for their contribution in 2008. Amersfoort, the Netherlands, 3 March 2009 W. van Vonno (Chairman) S.M. Dekker J.H.M. Lindenbergh A.B.M. van der Plas (Deputy Chairman) A.P.M. van der Poel

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Report of the Executive Board

The Executive Board of the DHV Group: President Bertrand van Ee and Vice President Piet Besselink. Bertrand M. van Ee (b. 1957, Dutch) was appointed to the Executive Board in 2004, becoming its President on 1 January 2007. External appointments include: • Member of the GWW (groundwork, road and hydraulic engineering) working group of the Dutch Construction Supervisory Council • Member of the Innovation Council Platform (Dutch Ministry of Transport, Public Works and Water Management) • Member of the Board of the Henry Hudson 400 Foundation • Member of the Supervisory Board of the Water-Right Foundation

Piet W. Besselink (b. 1958, Dutch) joined DHV in 1989. He was appointed to the Executive Board in 2006 and became its Vice President on 1 January 2007. External appointments include: • Member of the Advisory Board of Deltares, the Dutch institute for Delta Technology • Member of the Board of the Netherlands Institute of Applied Geoscience, TNO-NITG • Member of the Board of Railforum (a Dutch platform for the exchange of knowledge and perspectives in the field of rail transport)


Report of the Executive Board

Strategy and Policy Ambition, Goals and Objectives The DHV Group aspires to a prominent position among the world’s leading engineering consultancies. In order to achieve this ambition, we focus on four main goals: Growth and Profitability Growth is essential to our continuity. The size and complexity of challenges that clients face require significant depth and breadth of expertise, for which large firms are better positioned. Growth provides more opportunity for our companies and people. Therefore we want to achieve annual growth in turnover averaging at least 10%, of which half will be organic and half through mergers and acquisitions. We are employee-owned, directly through a share plan and indirectly through our foundation. Sound financial performance enables us to invest in our future and reward employees for their contribution. Our objective remains an operating margin of 7% on added value. As of 2008 we have set an additional target of 15% average return on shareholders’ equity.

Internationalization Further internationalization is important to continuity and risk distribution. Our international network not only helps to provide better service regionally, but also insights for future innovation. We have chosen to concentrate our operations on a limited number of home markets: Canada, China, India, Indonesia, the Netherlands, Poland, Portugal, South Africa, and the United States. These have been selected based on the business environment, our market position, resource base, and opportunity for growth. This focus will enable us to best serve those markets, understand the risks and opportunities, build relationships, and attract talent. We aim to be recognized in these markets as a top player in our fields of expertise. Home markets will account for at least 90% of the Group’s turnover.

projects, but we also invest in R&D and aim to leverage strategic innovations. Our objectives are to shorten time-tomarket, increase the number of patents held each year, and continue to earn recognition for innovation through awards.

Innovation In order to fulfill our promise to deliver sustainable and state-of-the-art knowledge, we must continuously improve our skills and expertise. Innovative solutions are constantly created for

Corporate Responsibility The DHV Group is a company for people from people. We recognize the interconnectivity of the triple bottom line (people, planet and profit) for sustainable development. Our long-term goal is to achieve ‘Corporate Responsibility inside’. We have identified four key areas: integrity, sustainability in our projects, the impact of our own operations, and people development. Transparency is a key to conducting business responsibly. Our objective is to maintain a top quartile ranking in the (2009) Transparency Benchmark for CR reporting of the Dutch Ministry of Economic Affairs. This methodology aligns with the Dow Jones Sustainability Indexes. We will set a target for the reduction of our CO2 footprint in 2009. Our community involvement emphasizes building futures through education and capacity building.

sustainability. Strong local presence is leveraged with our international network and supported by a global ICT platform. We provide an engaging work environment and are an independent, employee-owned company with a solid financial position. Among our weaknesses, we see insufficient responsiveness and speed in parts of the organization. We still have a tendency to go beyond our scope, which results in lower profitability. Our high project focus can result in less than optimal knowledge sharing, and we must further improve the efficiency of our internal operations.

We see many opportunities. Over the next decades, the demand for energy and water will grow exponentially to meet the growth in population. Furthermore, climate change is a fact and sea levels continue to rise. The reduction of CO2 and other emissions will be high on the world’s agenda. At the local level, complexities increase with congestion around cities, safety concerns, and changing demographics. In the short term, the economic slowdown drives both public and private sectors to outsource services and optimize use of existing facilities. There is a renewed focus on infrastructure in

Corporate Strategy Our business model of Local delivery of world-class solutions rests on three pillars: Differentiation, Home Markets, and One-Company Concept. These are based on an analysis of strengths and weaknesses in our operations and opportunities and threats in the market. Together these three pillars form our strategy and provide a path to achieving our goals. Our strengths include a full range of services and an in-depth understanding of private as well as government client needs. We are open to partnerships and alliances. Our people are expertisedriven, innovative and committed to

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10

government stimulation packages. The trend to tender large projects to a single party requires size, financial strength and a multidisciplinary capability. Threats due to the global economic slowdown include decreased demands, volatile currencies, protectionism, and political and social instability. The speed of global developments is ever increasing. Mid-sized competitors are consolidating and the labor markets remain tight. Business integrity issues in certain markets require constant vigilance. Challenges The challenges below explain how we use our strengths and address weaknesses to take advantage of opportunities and minimize threats. Expertise focus: our expertise positions and commitment to sustainability put us in an excellent position to address the issues of climate change, urbanization, and congestion. We focus on expanding this strength through organic growth and new members. Our innovation agenda is primarily aimed at increasing sustainability and creating synergies. We work together with partners on innovation and use our international network to leverage results. Responsiveness: the high speed of global developments and the impact of the economic slowdown on our clients require that we are able to respond quickly. We will address this challenge by a strong local presence close to our clients, decentralized decisionmaking and flexibility in our spread of services. Knowledge sharing and speed within the company will be enhanced by capitalizing further on expertise networks via the ICT platform. Preferred employer: attracting and retaining top professionals with passion for their work require a large effort in a tight labor market. The reputation of the Group with signature projects, technical innovation, and commitment to sustainability is key to attracting

The International Policy Board of the DHV Group. From left to right top row: Roel Overakker, Piet Besselink, Jan Cees Overbosch, Bertrand van Ee, Piet van Helvoort. Middle row: Eugene Gr端ter, Jim Kerr, Vic Prins, Johan van Manen. Front row: Chris Engelsman, Arnold Galavazi, Marga Donehoo, Naren Bhojaram.

the right people. Our company culture and ownership structure encourage individual development and engagement. This is reflected in our policies, development programs and compensation. Business basics: the economic slowdown and the increasing complexity and size of projects result in a more competitive and higher risk environment. We will apply stricter risk and project management. Furthermore the internal organizational efficiency must be optimized in order to remain competitive. Economies of scale of our growing organization offer opportunities to improve efficiency. The market pressure is accelerating the necessary improvements, which are supported by a new business information system using the ICT platform. Our company values are embedded in a Global Code of Business Principles and a Business Integrity Management System, which provide the basis for addressing business integrity issues. Selective growth: in order to compete

and meet the resource needs for large projects, we are increasing our scale in selected fields of expertise and forming alliances and partnerships. Growth will be concentrated on our home markets where we have excellent positions to further increase the depth and breadth of service. Our strong balance sheet and independent position provide a good base from which to grow and have proven to be attractive to potential partners. Delivering our strategy The three pillars Differentiation, Home Markets, and One-Company Concept form our strategy for addressing these challenges. They tie together actions that support achieving our goals. Differentiation Clients recognize us in well-defined areas of expertise and service, where we bring a strong combination of consultancy and engineering with an emphasis on innovative and sustainable


Report of the Executive Board

solutions. Frequently operating at a high level in our client’s organization, we strive to deliver the best available expertise through our own network and through strategic partnerships with global and local players. By working closely with universities and knowledge institutions, we stay abreast of new developments. These factors also differentiate us in the quest for talent, by providing an environment that is creative, challenging and able to positively impact the world around us. Home Markets Close interaction and cooperation with our clients require strong local presence. The Group applies ongoing portfolio evaluation. Scale and opportunity for growth are critical factors, as well as compatibility with business integrity principles and a favorable climate for investment. Our focus is to build operations in all our home markets to a top position in selected segments and to maintain our leading positions in the Netherlands and South Africa. By staying close to our clients in home markets, with a full service offering and sufficient scale, we can be responsive to local needs, execute significant projects and attract local talent. One-Company Concept The One-Company Concept supports scale-up, efficiency, and business basics. It comprises Group-wide policies and services such as: business integrity management, knowledge sharing, finance & control, risk management, account management, information technology, communications, and human resource management. This concept plays an essential role in integrating member companies and improves responsiveness through better connectivity and leveraging. It unites us and supports a common culture.

The DHV Group has a decentralized

The Group provides its services through a

to selected markets. The four business groups

These brands are leading players in their

engineering expertise. Regional operations

meet specific client needs, e.g. NACO-SSI for

Group’s expertise to local circumstances,

DHV for international ITS solutions.

organizational structure in order to stay close

family of brands: DHV, Delcan, SSI, and NACO.

focus on market specific consulting and

respective fields and actively collaborate to

maintain client relationships and tailor the

airports on the African continent and Delcan-

language, and culture.

Business Groups: Environment and Transportation, Water, Building and Industry, Aviation Regions: Europe, Asia, Africa, North America

Strategy monitoring and evaluation Our corporate strategy is defined in a Corporate Policy Paper. It is discussed by our International Policy Board, approved by the Supervisory Board and monitored on an annual basis. In 2008 we updated our goals, based on the progress which was made and market developments. In addition, we conducted a Leadership Team Survey among the top 100 management staff of the DHV Group. This survey measures the extent to which the DHV Group as a whole is aligned with the corporate strategy and identifies areas for further development. The survey indicated that the strongest progress had been made in growth, profitability, and alignment

The International Management Meeting.

to strategy. Areas for improvement included engaging deeper within our organization on strategic initiatives in order to realize more synergies and embed best practices. Our strategy evaluation indicates that the DHV Group is indeed well on track in achieving its goals. Over the past few years we have shown solid growth and improved profitability, and a number of excellent firms have joined the Group. We are in a strong financial position and our performance gives us the expectation that our updated long-term goals are achievable.

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Main Developments of 2008 For the DHV Group, 2008 was a good year. It was a dynamic year with two different speeds. In the first six months an overheated market pushed the limits of growth, whereas in the second half of the year many economies shrank towards recession. Although we experienced a slowdown in parts of the buildings market, the Group’s performance remained strong up to and including the last quarter of the year. Our total staff increased by 600 and we made good progress on our four goals.

Growth and Profitability The DHV Group continued to grow for the third consecutive year. Net turnover grew with an unprecedented 18% to € 468 million, of which 75% was through organic growth. The operating margin was 6.4%, coming from 4.7% in 2007 and moving closer to our target of 7%. The strongest performers this year were Africa, North America, and Water. In addition to the increased turnover and portfolio improvements, a noticeable difference to the bottom line was made by cost control and stronger risk management. Exchange rate differences had a large negative effect on our financial performance. The actual return on our shareholder equity is 15% which is at the targeted average level.

Cyclorama by CycloMedia

Internationalization We expanded through organic growth and by a number of high profile companies joining the DHV Group. Our home markets now account for 89% of our total turnover – close to our objective of 90%. We became the leader in the Polish water market and maintained our top 3 position in the Netherlands and South Africa. Internationalization was also enhanced with the addition of two global consultancies. Turgis Consulting, based in South Africa, adds highly

specialized mining expertise. Aviation consultant InterVISTAS, headquartered in Canada, brings top level expertise in front end consulting and project development. Signature projects that generated considerable attention included the flood protection barrier near St. Petersburg and Terminal 3 at Beijing Capital International Airport before the Olympics. Both were opened by their respective heads of state.

Mergers & Acquisitions, alliances, and divestments

• DHV increased its shareholding in SSI from 65% to 70%. SSI is active in the water,

transportation, building and industry, environmental, and power markets in Africa.

• SSI increased its shareholding in Bohlweki from 65% to 100%. Bohlweki is an environmental consultancy active in the transportation and mining markets in South Africa.

• Intelligent Devices (IDI), an established transportation technology firm active in the Unites States and globally, joined Delcan.

• Infocus, a project management and consultancy company active in the real estate and infrastructure markets in the Netherlands, joined DHV.

• DHV and imaging provider CycloMedia entered into a strategic alliance combining

CycloMedia’s strength in 360º panoramic photographs (‘cycloramas’) and aerial photography with DHV’s expertise in technical management, maintenance, and design.

• Turgis, a leading independent provider of specialist mining, mechanical, electrical, logistics,

and environmental consulting services to the mining industry in Africa and globally, joined the Group.

• Hydroprojekt, a Polish consultancy and engineering company active in the field of flood

protection, hydraulic structures, water supply, sewage treatment, and hydropower, joined the Group.

• InterVISTAS, a consultancy company active in the aviation market in North America and globally, joined the Group through NACO and Delcan.

• The DHV Group sold its 36% interest in DHV Hsiung Ling Engineering in Taiwan. • DHV Sudamérica in Bolivia was closed.

Beijing Capital International Airport


Report of the Executive Board

13

Innovation Many projects were recognized for their progressiveness, such as Delcan’s Lake County Passage System project in Illinois and SSI’s clean room project for the Biovac Institute in Cape Town. Good progress was made in commercializing key product innovations. DHV’s award-winning wastewater treatment technology Nereda® was applied on pilot and demonstration projects in the Netherlands, South Africa, and Portugal. Delcan’s NETworks® communication platform for transportation systems

increased its client base significantly in the United States, and was successfully introduced in South Africa and Europe. Patents were awarded for new concepts, and registrations were extended to new countries. Project teams are increasingly aware of the importance of registering intellectual property. Longterm relationships with universities and research institutions continued, and DHV became one of the founding sponsors of ‘ExSer’, a center for service innovation in Almere, the Netherlands.

Tunnel Rodenrijseweg

Awards

In 2008 we received prestigious awards, which underscore our expertise positions and drive for sustainability. Among others:

• The Tunnel Rodenrijseweg of the expressway N470 in the Netherlands won the European

Concrete Award (ESCN) in the category Civil Engineering. The tunnel has a daring design and was constructed using sustainable materials (architect: Marius van den Wildenberg).

• DHV was part of the team that won the Future Search 2008 (NLPB), a Dutch competition for the best, most innovative idea for building management.

• Delcan: Best of ITS Award in the Best New Innovative Practices Category for the Lake County

Lake County Passage System

Passage System Project from the Intelligent Transportation Society of America (ITSA).

• Delcan: Canadian Consulting Engineering Award of Excellence for the Kicking Horse Canyon Bridge Phase II Project from the Association of Consulting Engineers of Canada.

• SSI: Engineering Excellence Award from the Consulting Engineers South Africa (CESA) for the Clean Room Project for the Biovac Institute in Cape Town, South Africa.

• SSI: Best Community-Based Project of 2008 by the Pietermaritzburg branch of the South

African Institution of Civil Engineering for the construction of a bridge over the Black Mfolozi River for two communities in the remote Mahlabathini district of KwaZulu-Natal.

Corporate Responsibility The pursuit of sustainable development is firmly anchored in the mission of the DHV Group. Our commitment to transparency led us to have our Corporate Responsibility Report externally audited according to GRI standards. We became signatory to the UN Global Compact and increased support of initiatives in education and capability building.

CESA Engineering Excellence Award

Examples of sustainability in our projects include the LEED Gold-certified DSM China Campus in Shanghai, the concept for enhancing the ‘Afsluitdijk’ (Dutch Closure Dike) in the Netherlands, and an Environmental Impact Assessment in Poland to reduce the negative impact of the Via Baltica expressway on wildlife in the Augustów Primeval Forest, a Natura 2000 site. Afsluitdijk (Closure Dike)


Knowledge Broker Network

Park4All

UIC Highspeed World Congress

In 2008 we took several steps in line with the three strategic pillars of Differentiation, Home Markets and the One-Company Concept.

Differentiation The business groups expanded their capabilities in a number of areas. In addition to mergers and acquisitions, expertise positions were sharpened

through international workshops on spatial planning, asset management, urban development, and mass transit and rail. A joint approach was estab-

Strategic actions for 2008

Results in 2008

• Water: strengthen our positions in water treatment and water management.

• Increased Design & Build and EPC portfolio in water treatment. Expanded delta development activity in Asia.

• Transportation (including Aviation): possible

• Airport consultancy InterVISTAS joined.

• Environmental: possible niche acquisitions

• Increased Bohlweki interest to 100%.

niche acquisitions to strengthen our profile. to strengthen our profile.

Strengthened environmental profile

through organic growth and Group-wide synergies. Furthered Environmental

• Development of mining expertise.

• Strengthen sustainable building expertise.

Management profile.

• Mining consultant Turgis joined.

• Established Green Building Team.

lished for bridges worldwide. We participated in key conferences including the World Congress on High Speed Rail (Amsterdam), Aquatech (Amsterdam), the World Congress on Intelligent Transport Systems (New York), The Green Building Festival (Toronto), and the National Sustainability Congress (Amsterdam). Publications in trade journals and mainstream media helped further raise our profile. For example, the Caofeidian ecological coastal city in China generated significant media attention and showed DHV as an innovative solutions provider with interesting international opportunities. For further information on developments within our business groups, please refer to pages 19 to 22.

Home Markets We achieved good growth and profitability in our home markets. Europe performed well, with growth in the Netherlands, Poland and the Czech

Republic. The joining of Hydroprojekt gave us a number one position in the Polish water market. Portugal stayed behind due to reduced government

Strategic actions for 2008

Results in 2008

• Improved profitability in Asia.

• Profitability improved through focus on

• Focused growth in Central Europe.

• Expand position in North America.

• Number 1 in Polish Water Market

selectivity, integrity, and local management.

• Solid organic growth by Delcan and Innova. InterVISTAS joined the Group to expand consultancy capability.

spending. China, Indonesia and India enhanced profitability. Africa was the strongest performing region in the Group, with excellent results from both SSI and Turgis. In North America, Delcan showed solid organic growth and we were pleased to welcome InterVISTAS to the DHV Group. In line with our home country strategy, we divested operations due to lack of critical mass in Bolivia and Taiwan. For further information on developments within our global regions, please refer to pages 23 to 26.

One-Company Concept Finance & Control and Risk Management We have taken steps to strengthen business basics, including a better focus on risk and internal project management. Internal and external audits have confirmed that risk management has improved, which we are pleased to

also see reflected in the bottom line. We have selected and progressed with the configuration of the new business information system, which will provide better and more immediate information. The new system will be rolled out in 2009.

Knowledge Sharing & ICT Acting on the theme of ‘connect and deliver’, we undertook a number of initiatives to help find connections in the company. A Group-wide Knowledge Broker Network was established, which makes our expertise quickly available to


15

Charter Talent to the Top

any employee who asks. We increased interaction between our locations through joint projects, held expertise position conferences and hosted events such as the Young DHV European conference in Poland. Our global ICT platform was extended to European and Asian offices. African offices will be connected in the first quarter of 2009. This platform not only improves the ability to contact each other, but also supports a growing number of communities of practice. Human Resources The DHV Group aims to be a preferred employer in a competitive market where the quest for talent is a constant factor. One of the spearheads for 2008 was to refresh our approach to compensation and secondary conditions. A Group-wide compensation policy has been established, forming the basis for country-specific implementation. We have started to move to more flexible, performance-based remuneration in Asia, South Africa, and the Netherlands. In order to offer greater opportunity for ownership, we launched a new Employee Share Plan. A total of 280 colleagues joined in the first round and purchased 4% ownership in our Group.

Caofeidian ecological coastal city

pany. More frequent staff exchanges, cross-business assignments and training for middle management were three recommendations to be addressed in the coming years. In support of enhancing diversity, DHV signed the Charter Talent to the Top, together with forty other companies, organizations and government ministries. This is a commitment to increase the percentage of women in senior management and professional positions. We aim to go from the current 10% to 20% in 5 years. The progress will be monitored externally on an annual basis. Corporate Responsibility Aligning to international standards, the DHV Group became signatory to the UN Global Compact and began reporting per the Global Reporting Initiative (GRI) for our global operations. We are the first consultancy and engineering firm in the world to have its Corporate Responsibility Report externally audited to this standard and have been recognized as best in class by the Dutch Ministry of Economic Affairs. Furthermore, NACO has been selected as technical advisor to GRI for green airport development.

New training and development initiatives included an Early Career Development program, Project Management training, and staff exchange. Additional development needs were identified through a survey of our Leadership Team of 100 top managers across the com-

We updated our Global Code of Business Principles which provides the standards to which the DHV Group holds itself around the world. In addition, we conducted a review of our Business Integrity Management System and enhanced it with a Project Integrity Risk Indicator and standard wording for client and partner integrity clauses. Arrangements

Strategic actions for 2008

Results in 2008

• Prepare for the rollout of the new business information system. • Complete ICT transfer towards the new global platform. • Integrating and evaluating GRI reporting as part of the regular reporting cycle. • Publication of an overall framework for CR.

• New system configured, rollout planned for 2009. • Europe and Asia transferred to new global platform. • GRI reporting part of cycle. 2007 Report was world premier for GRI+ compliance in our sector. • Overall framework communicated through 2007 Report and internal publications. CR programs launched in SSI and Delcan.

have been made for external anonymous whistleblower reporting. External auditing of the compliance program will begin in 2009. In 2008 seven integrity incidents were reported and duly investigated. All were closed. We did not find a violation in five of the cases. In each of the other two cases an employee was dismissed for acting in breach of our business principles. The open case from 2007 was closed, having found no violation. We strive to reduce the carbon footprint of our own operations and in 2008 took steps to adapt our mobility and procurement policies. Plans for upgrading our head office building include significant improvement in energy savings. Our concepts for sustainable innovations are being realized through projects. Examples include Park4All (a mobile multi-storey car park) and several ‘green’ gas projects in the Netherlands, where local buses use biogas from sludge and organic waste as fuel. We continued with our commitment to community development. In the Netherlands, DHV employees again assisted in the BiD Challenge, an international competition for business plans to reduce poverty by helping establish profitable enterprises. In South Africa, SSI expanded its Saturday School Initiative and now runs four Saturday schools where SSI engineers teach disadvantaged pupils in the fields of maths, science, and technology. In Canada and the United States, Delcan is active in a wide variety of community activities including the United Way. We are very proud of the individual and company initiatives to help others. More information can be found in our Corporate Responsibility Summary. Detailed reporting is available on www.dhv.com/cr-report


16

Financial Performance 2008 Turnover In 2008 the Group’s turnover increased with € 73 million to € 468 million. Organic growth contributed € 50 million. Top performers were the region Africa and business groups Building and Industry, Water, and Environment and Transportation. Mergers and acquisitions in South Africa, Canada, the Netherlands and Poland contributed € 23 million. The growth rate of 18% exceeded the long-term growth target of 10%. These figures include a negative currency impact of € 18 million, due to a decline of the South African Rand, the Canadian Dollar and the Polish Zloty. Added Value Added value (revenue produced by the Group’s own staff) grew with € 50 million (+18%) to € 325 million despite negative currency rate differences of € 11 million. Organic growth contributed with € 36 million and mergers and acquisitions with € 14 million. Operating Profit EBITA increased by 60% to € 20.8 million and the EBITA margin came to 6.4% (2007: 4.7%). This is in line with our objective to achieve an operating margin of 7% on added value. Acquisitions contributed € 1.8 million to the EBITA increase. Currency rate differences influenced the result negatively with € 1.4 million. The balance of the growth came from the strong performance of region Africa and improved results of the business groups Water and Building and Industry. The organic increase of costs was 15%, somewhat lower than the growth in added value.

Key Figures (€ million, unless otherwise stated)

Net Turnover Added Value

2008

2007

467.7

395.0

20.8

13.0

Operating Profit before Goodwill (EBITA)

Operating Margin on Added Value (%)

325.3 6.4

Goodwill The Group amortizes paid goodwill over a 20-year period unless there is an indication of impairment in which case an additional component of goodwill is amortized. In 2008 an amount of € 1.5 million was amortized without any impairment. Net Interest Expense The total net interest expense amounted to € 3.5 million, an increase of € 1.3 million against 2007. The increase is mainly related to acquisitions. An amount of € 1.8 million relates to interest on long-term loans. In 2008 no losses or gains were incurred on financial hedging instruments. Compared to 2007, the average interest rate increased from 4.6% to 5.1%. Taxation The effective tax rate increased from 31.9% to 35.5%. The increase is mostly a result of larger operating losses incurred in countries where we do not recognize tax losses as deferred taxation assets. Also, the increase of non-deductible expenses such as the amortization of goodwill resulted in higher effective tax rates. Balance Sheet The total balance sheet rose to € 232 million at 31 December 2008 (2007: € 192 million). This increase comprises organic growth (€ 14 million) as well as acquisitions (€ 21 million) and is partly offset by exchange rate differences (€ 5 million).

274.8 4.7

change +18% +18%

+60%

Net working capital increased with € 6 million to € 26 million. As a percentage of turnover, net working capital increased from 5.0% in 2007 to 5.6% in 2008. Net debt (cash and cash equivalents minus bank overdrafts and long-term interest bearing debts) increased from € 21 million to € 45 million. This increase is primarily for acquisitions. The equity ratio as of 31 December 2008 is 28.2% which is slightly below the longterm target of 30-35%. Shareholders’ equity at 31 December 2008 amounts to € 63 million, against € 60 million at the end of 2007. The equity was negatively affected by € 5 million due to exchange rate differences and € 0.8 million of dividend payments. The dividend included an interim payment to the employee shareholders related to the termination of the previous shareplan. Cash Flow The cash flow generated by business operations amounted to € 18.3 million (2007: € 15.7 million). The total cash flow before financing activities was strongly influenced by the investment in acquisitions. The total cash flow came to a negative amount of € 23.6 million, compared with a cash outflow of € 9.6 million in 2007.


Report of the Executive Board

17

Prospects for 2009 The year 2009 will be one of large uncertainties and worldwide economic turbulence, with related social and political churn. Longer-term challenges such as climate change, energy needs, and sustainable economic development for a fast growing population remain. What we can expect in our markets is a duality of purpose. On one hand, there will be a strong call for short-term solutions and on the other, an increased drive for longterm sustainable change as the events in 2008 are seen as a wake-up call. The DHV Group is taking a sober, yet confident approach to the economic storm. We expect that all our business groups and regions will be affected, each with a different impact and timing. The first signs were visible in 2008 and this is expected to continue throughout 2010. We have a solid financial base, a strong backlog and believe that our worldwide scope of activities and the markets we serve will also generate opportunities. The public sector, our major client group, is preparing to accelerate investment programs which fit well in our portfolio. Private clients require efficient and reliable partners in order to respond to an often radically changing business environment. Our main challenge will be to rapidly identify these opportunities, and be agile in our response. In addition, operational efficiency and cash management will be key for the coming period. We will adopt a selective investment policy and expect no major investments in 2009, except the renovation of our head office building. Whereas the past two years have strongly emphasized growth, we will concentrate in 2009 on consolidating in terms of turnover and staff, and on implementing synergies with the (new) members of the Group. By doing so, we expect to be able to gain market share in an overall declining market. On the longer term we will keep to our overall growth target of 10%. We still see oppor-

tunities to further improve our operating margin towards our target of 7%. Our strategy of Local delivery of worldclass solutions continues to be based on the three pillars: Differentiation, Home Markets, and One-Company Concept. For 2009 the focus and outlook per pillar are as follows:

Differentiation Technological developments in the world will continue to accelerate and this requires critical mass. Competition will sharpen and the ability to differentiate and provide resources is crucial. Our investments will be focused on strengthening our expertise positions which are in line with the market developments. Many of the public investment programs will have a focus on the intelligent use of infrastructure, water and energy. As a general trend, there is greater emphasis on improving efficiencies and we see growing opportunity in high-end consultancy and asset management. Safety and sustainability are the strongest drivers in our water business. In these areas, we see good opportunity for combining our strength in technology with local expertise. We will therefore continue to improve and leverage our water technologies and delta expertise. The need for increased and sustainable energy continues to grow. We have realized success on a smaller scale by combining our technology, ecology and process capabilities, such as with ‘green gas’ (Sustaenergy), but need to formulate our overall approach.

Richmond Olympic Oval, Canada

Sustaenergy

Nereda® at Gansbaai, South Africa

Strategic actions for 2009

• Strengthen water and transportation profile.

• Scale-up and commercialize technology innovations.

• Develop strategy for energy and resources.

A2 at Utrecht, the Netherlands


18

Home Markets

One-Company Concept

Our home markets have all experienced sound economic growth during the last years, but they will each respond differently to the economic downturn. Local presence is therefore more important than ever. Our decentralized organization will be crucial to responding effectively to the country and market specific developments. Our strategy remains to strengthen presence in the existing home markets and provide leverage through the Group’s expertise positions.

There are ample opportunities to enhance internal efficiency and flexibility with better connectivity and more accurate finance and control information. In 2009, we will roll out the new business information system. We will also make greater use of the investments made in ICT and knowledge exchange. The African region will be connected to the Group-wide ICT infrastructure and the new internet and intranet system will increase the connectivity of the Group. We will continue to invest in our employees through training and career development. This is essential not only in the quest for talent, but also to achieve the high professional service level that we deliver to clients. Group-wide programs will be closely aligned with business needs such as project management and professional development. There will be continuous attention to career development, diversity and succession planning. We will roll out our refreshed Global Code of Business Principles and continue

New companies will be brought in the position to benefit from the Groupwide synergies. Vice versa, the other companies of the Group will also start to experience cross-selling opportunities. EU legislations such as the Water Framework Directive and Natura 2000 are good examples of market opportunities in which to leverage environmental management and water expertise across countries. Large events in 2010 such as the FIFA World Cup in South Africa, the Vancouver Winter Olympics, and the World Expo in Shanghai, as well as the UEFA Euro 2012 in Poland and Ukraine, will continue to drive a high level of investment. In our Asian home markets we are facing the challenge to increase our private client base during declining economic growth. Strategic actions for 2009

• Leverage international network. Increase agility to address national investment

plans and regional dynamics.

• Deliver synergies with new member companies.

• Review portfolio of countries versus

meeting the goals of the Group, which

may result in adjustments, investment, and divestment.

to seek more open dialogue with stakeholders. Integrity and transparency are receiving increased scrutiny worldwide. Our Business Integrity Management System will be externally audited starting in 2009. Our stance on business integrity is proving more and more to be a differentiator. The overall focus on sustainable development, our goal of achieving ‘Corporate Responsibility Inside’ and use of GRI methodology have been used as a basis to develop region specific programs in Africa and North America. We will share best practices and continue to develop Group-wide attention to CR via centralized reporting and communications. Specific initiatives for 2009 include better measurement and reduction of our CO2 emissions. Strategic actions for 2009

• Roll-out business information system.

• Conduct Group-wide professional and

management development programs.

• Improve measurement of CO2 emissions and focus on reduction.

Concluding remarks The sense of urgency is real. Our clients will call upon us to show greater flexibility and responsiveness. We will have to deliver distinct short-term value without losing the long-term perspective. The creativity and passion for finding solutions of our 5,300 colleagues will undoubtedly rise to this challenge. The Group’s independent position and philosophy of being a company for people from people provide a strong foundation on which to build. We are proud of our company and owe all our colleagues much for the solid performance in 2008. We are confident that we can count on their commitment and flexibility in 2009. Amersfoort, the Netherlands, 3 March 2009 Bertrand M. van Ee (President) Piet W. Besselink (Vice President)


Developments in our Global Network

Environment and Transportation

Close to our client

The Environment and Transportation business group philosophy is to be close to our client by regional presence, applying expertise to complex problems. We work for government, industry, and the private sector including financial institutions, contractors, and developers. We are organized along the business lines of Transportation, Urban and Regional Development, Environment and Sustainability, Consultancy, and Asset Management. Our services include consulting, public policy development, legal and financial advice, infrastructure master planning, project and program management, design and engineering. In 2008, strong demand generated a rapid growth in turnover. We look back on a year of accomplishments such as jointly winning the European Concrete Award for the Dutch Rodenrijseweg Tunnel project, and participating in high-profile Dutch road and rail expansion projects. Moreover, we continue to advise major government clients on the financial structuring of large Public Partnership deals for new infrastructure projects. We are renowned for expertise in Intelligent Transport Systems (ITS), highways (incl. bridges and tunnels), mass transit and rail, urban planning, and environmental management. Openness and partnering give an extra impulse to innovation. The partnership with CycloMedia has enhanced capabilities in asset management through

the use of cyclorama’s to record conditions. We co-founded ‘ExSer, center for service innovation’ in the Dutch city of Almere, developed a Quality Scan for industrial areas and co-organized the National Sustainability Congress in Amsterdam. In 2009 we will further consolidate our position in the Dutch market and support the activities in the home countries. We will concentrate more on our expertise positions, taking an international lead in these where possible. In this we will welcome the expertise in rail and station development of new member NPC, joining us in March 2009. Specific attention will go towards environmental, climate and industrial issues, as well as intelligent traffic management solutions. We expect strong demand from our public clients, thanks to both the nature of the programs in which we are involved (big multi-year rail and road investments), and to the urgency felt by governments to bring these projects to realization in the current economic climate. In the urban planning market, we expect to see a change in client focus, from bigger new developments to more strategic and social related issues. Overall, economic uncertainty is expected to be greater in 2009 than in 2008. We are therefore sober in our approach to expansion in 2009 and will focus on our expertise positions and integration of NPC. Vic Prins

Objectives for 2008

Results in 2008

Objectives for 2009

Actions for 2009

Strengthen Environment and Transportation‘s branding and positioning.

Reviewed main clients’ accounts; participated in important conferences on high-speed rail, ITS, Dutch local authorities, urban development, etc.; issued new profile brochure.

Improve portfolio management.

Dare to Share: exchange knowledge (locally and internationally).

Shared expertise knowledge for projects in Asia, Africa, Europe, and North America; held international workshops on rail, bridges, ITS, urban development, environment, and asset management.

Strengthen rail service offering; consolidate data management services for asset management; expand transportation planning activities; integrate Czech business.

Manage business basics well.

Maintain financial performance and operating margin; improve workforce utilization; reduce indirect costs during uncertain economic times.

Further sharpen the business line profiles to the markets.

Established fully-functioning Asset Management unit; sharpened transfer & rail, and soil rehabilitation profiles; further developed Consultancy; opened new Rotterdam office.

UIC Highspeed Congress, the Netherlands

Align services to the market.

Align services of Dutch regional offices to business lines of transportation, environment, and urban development; focus on account management throughout the Netherlands; align services and expertise positions with other DHV Group companies.

IJsselsprong Area Development, the Netherlands

19


20 Water

Delivery through cooperation The DHV way is to deliver through cooperation. Working closely with our clients and partners, such as top technological institutes, we create unique expertise and technological leadership in the areas of water treatment, water management, coastal development, and ports and waterways. Specifically, our services include: consultancy, design & engineering, delivery of products, design & build, and operate & maintain. Our clients are in both the public and private sectors, and include local and national governments, international financiers, multinationals, and engineering contractors. Traditionally, water treatment has been a major component of DHV’s international activities. In 2008 we successfully expanded our water management business – for example, through coastal development in China and North America, and dredging in Indonesia. Another 2008 highlight was the incorporation of Hydroprojekt (Poland) into the DHV Group. This contributes extensive experience in flood protection and hydropower, which will stimulate the development of our water and energy business. Sustainability has become a key priority all over the world – it even tops the economic development agenda. DHV is excellently positioned to participate in this effort and meet the sustainability challenge. We are recognized in the water market for our ability to deliver innovative solutions; solutions Jakarta Dredging, Indonesia

that have sustainability at their core. Take for example our wastewater treatment technologies: Nautilus® MBR is characterized by its low chemical use and Nereda® by its small footprint and low energy use. Water management and coastal development are also areas where our sustainable solutions are well known. In China’s Tianjin region, we are involved in the Delta Diamonds ocean city development project – in cooperation with the Architect Cie. of Amsterdam, we developed the concept and master plan based on sustainable planning principles. In 2008 we made major progress in further developing Nereda®. Together with Dutch Water Boards, STOWA, and Delft University of Technology – and our DHV Group partners SSI in South Africa and DHV in Portugal – we have reached a milestone; we are ready to start applying Nereda® to full-scale municipal water treatment. Our market outlook for 2009 is favorable. Even if the general economic outlook is unpredictable, the global challenges for both water treatment and water management remain enormous: water safety, climate, water-quality legislation, the Millennium Development Goals for drinking water, are only a few of these. Our activities in 2009 will be marked by ongoing and intense innovation effort and the pursuit of selective growth. Piet van Helvoort

Nereda® pilot Epe, the Netherlands

Naardermeer Natura 2000, the Netherlands

Objectives for 2008

Results in 2008

Objectives for 2009

Actions for 2009

Growth in turnover based on innovative products such as Nereda® and MBR.

Increased turnover thanks to Nereda® projects in cooperation with Water Boards, STOWA, and Delft University of Technology.

Increase turnover based on innovative products such as Nereda® and MBR.

Commence construction of the first full-scale municipal Nereda® plant.

Development of the international position in water management, ports, waterways, and coastal development.

Strengthened position with a master plan for Port Said East Port, and a prestigious coastal and urban planning project in China.

Further develop our international position in water management, ports, waterways, and coastal development.

Expand our position in the international contracting market for water treatment based on a balanced portfolio.

Increased turnover significantly due to projects in Serbia, France, and Vietnam as well as design & deliver contracts for process water.

Intensify cooperation within the DHV Group to build our international position in coastal development and water management; take extra initiatives in the ports and waterways market.

Achieve selective growth in the international contracting market for water treatment based on a balanced portfolio.

Expand our position in the French market; participate in the first tender round of the new Dutch ORIO program in Vietnam.

Take a leading market position in the Netherlands in the implementation of the Water Framework Directive.

Executed a large number of projects related to the Water Framework Directive.

Maintain and build our strong profile as an innovative and sustainable company in the water market.

Maintain position in the market related to the implementation of the Water Framework Directive; be involved in striking projects related to the Dutch Delta Plan.


Developments in our Global Network

Building and Industry

Building inspiration. Together!

The Building and Industry business group is active in buildings and industrial processes. Guided by the motto ‘Building Inspiration. Together!’, we deliver optimum value to our clients in the form of demonstrably better buildings and industrial processes. In the industrial market, we have extensive experience with integral building design. Using the wishes and requirements of the client as a basis, we involve all relevant disciplines (architectural, building technology, structural physics, building services) at the start of the design process. We include our maintenance specialists to optimize maintainability and life cycle cost. This integral approach increases the efficiency of building processes and has resulted in more sustainable solutions. The objective at all times is, as a minimum, to realize the client’s desired result. In the public and property development market, trends in urban development and the growing demand for sustainability are making building processes increasingly more complex, both from an organizational and technical perspective. Our proven experience with the integral building approach and extensive knowledge in all the relevant disciplines, make us ideally suited to help clients to meet these challenges.

Asset Management Nijmegen

The main market developments in 2008 included the economic crisis, a stronger client focus on their core activities, and a greater demand for flexibility, sustainability, and more efficient building-processes. We acquired the first maintenance contract for the entire building stock of a large municipality in the Netherlands (Nijmegen); and strengthened our position in the design of photovoltaic plants. Infocus, a leading Dutch project management and consultancy firm joined the Group. Our ambition for further organic growth was limited by the ongoing tight labor market. Nevertheless, we succeeded in meeting our business targets through better operational efficiency and above all by delivering more value to our clients. Because organizations are increasingly focusing on their core activities, they seek quality partners to outsource the management and maintenance of their non-core assets. Our response is to offer clients proven flexibility and optimum price/quality ratios. In 2009 we will further strengthen our business profile and portfolio focus, sharpen our organizational efficiency, and do our utmost to support our clients in realizing their objectives. Eugene Grüter

Dutch Provada Real Estate Fair

Photovoltech, Belgium

Objectives for 2008

Results in 2008

Objectives for 2009

Actions for 2009

Attract qualified staff.

Improved staff expertise, but did not achieve growth targets.

Attain qualitative growth.

Invest in employees and innovation.

Improve position as a reliable, sustainable, and professional partner for our clients.

Improved overall position – confirmed by the ‘Dutch Building Business Reputation Monitor’.

Strengthen position in asset management.

Exploit our in-depth knowledge of asset management.

Adapt to changing market conditions.

Further improve efficiency of organization and make use of flexibility.

Achieve growth and increase profitability through efficiency.

Realized organic growth and by Infocus merger; increased profitability.

Sharpen profile; focus on market demand.

Focus activities and transform available knowledge into specific value propositions for clients.

21


22 Aviation

Planning excellence for airports Clients of the Aviation business group are looking for planning excellence in view of capacity shortages and the need for airport facility upgrading. We work for airport authorities and operators, governments, airlines, and private investors in Europe, Asia, Middle East, Africa, North America, and the Caribbean. The international aviation market has experienced a major decline due to high oil prices and the economic crisis. Many airlines have been facing financial problems and new investments are becoming problematic. In spite of the worldwide recession, the Middle Eastern countries continued to implement major airport expansion programs. Due to our strong reputation we were able to secure high-profile contracts for major airport investments in the region. The Russian aviation market, where air traffic continued to grow steadily, faces capacity shortfalls and dated airport infrastructure. Our presence and reputation led to assignments for the St. Petersburg and Vladivostok airports. In Africa, the NACO-SSI joint venture was successful with projects in South Africa (a.o. preparations for the World Cup 2010), Kenya, and Botswana. Our efforts in India have resulted in a wide range of contacts and multiple proposals which are pending. But these potential opportunities have yet to be realized, since unsure market conditions have led to temporized investments. The need for airport upgrading and modernization is very evident, and we

expect to generate business once the market recovers. The Chinese market is growing despite the economic crisis. Due to our local presence and excellent reputation – a result of our involvement in the Terminal 3 design for Beijing – we won several new assignments. Our participation with Innova Aviation Consulting LLC in the United States is developing steadily, and new Group member Canadian aviation consultancy InterVISTAS has strengthened our North American position even further. Both companies have strong international networks and are active in very specialized expertise areas, such as privatizations, air service development, border security, and tourism. Our goal is to strengthen our market position through focused business development activities, and at the level of clients and regions. By realizing the synergies with InterVISTAS, we expect to establish a firm position in North America, and also to provide a broadened spectrum of high-end consultancy services. Last but not least, in cooperation with other business groups, we will continue to address the growing demand for climateneutral solutions. By joining the Global Reporting Initiative we took an important step towards becoming a recognized Green Airport consultant. Roel Overakker

Objectives for 2008

Results in 2008

Objectives for 2009

Actions for 2009

Build up position in Central Europe, Russia, and India.

NACO acquired several projects in Central Europe and Russia; NACO, together with DHV India, developed a business plan for India.

Increase turnover by a minimum of 30%.

Increase hit rate; acquire projects in North America.

Develop reputation as the designer of green airports.

Acquire projects for green airports; develop the GRI criteria for sustainable airports.

Maintain a position in the top 10 of the worldwide airport engineering and planning companies.

Increase engineering and aviation consultancy activities by at least 30%.

Increase market share in North America.

Innovate in Green Airports.

Increase turnover by 10%.

Amsterdam Airport Schiphol

Strengthened North American position through InterVISTAS.

Developed tool box. Global Reporting Initiative (GRI) appointed NACO to coordinate the airport annex. Increased turnover growth by 13%.

Integrate InterVISTAS.

GRI - Sustainable Airports

Introduce InterVISTAS to NACO clients; cooperate in international projects.

Passenger Terminal Expo, the Netherlands


Developments in our Global Network

Europe

Benefiting from business synergies In Europe we are active in the fields of water, transportation, aviation, building and industry, spatial planning, and environment. Our clients, who include governments, industry, contractors, and developers, increasingly demand efficient solutions to lower their capital investment, and operating and maintenance costs. There is a growing awareness of the importance of sustainable solutions. Our European home markets in addition to the Netherlands are Poland and Portugal. Our Czech operations are growing and we work in other European countries on a project-by-project basis. In 2008 investments in the Polish transportation infrastructure remained at a high level, while the demand for intelligent transport systems is growing to increase the efficiency of use. The commitment in the water management field has increased. Through the joining of Hydroprojekt with DHV Polska and Prokom the business almost doubled. The three companies will benefit from cost savings and business synergies, while clients will benefit from the broader expertise and better access to our international expertise. In the Czech market the main drivers have been the new building code, sustainability, assessments in land-use planning, and the EU structural and cohesion funds. The current downturn in investments in the building, industrial, and mining sectors is expected to continue in 2009. However, our business

Objectives for 2008

Strengthen market position in Poland and the Czech Republic.

Results in 2008

Poland: increased growth of Polish transportation and infrastructure business; Hydroprojekt joined our Group; increased project management and engineering services to industrial clients. Czech Republic: grew steadily; acquired new staff, exceeded forecasts.

Acquire signature projects based on DHV’s expertise positions.

Won Starachowice WWTP, Dorbzn hydropower rehabilitation, S7 Expressway, and Pulawy bridge projects in Poland. Signature projects in Germany, France, and Bulgaria.

Make full use of the one-company concept in Portugal; increase services to private sector in Portugal.

Implemented one-company concept and new technologies, such as NeredaÂŽ and energy savings; effectively increased the private client portfolio.

Dzhankoy, Ukraine

turnaround in 2008 exceeded expectations: we recorded 25% organic growth, proved to be an attractive employer and were very successful in acquiring new projects. The Portuguese economic situation represents a constraint, but also an opportunity for us to assist clients with technical and financial studies, assessing the feasibility and risks of investments. Our activities in Portugal will continue to concentrate on two business areas: (a) studies, design and consultancy, and (b) project management, supervision and operations. We focus on clients that are active in the following markets: waterfront and coastal zone development, dams and hydropower, ports and railways, and the environment. The latter includes new areas such as soil decontamination, emission reduction, carbon free projects, air quality and sustainability. In Germany, France, the UK, and other European countries, we were commissioned to lead high-profile projects in airports, wastewater treatment, solar-power panel plants, intelligent transportation systems, and mining. With the heightened economic uncertainty, we will focus on supporting clients in their changing needs and concentrate on increasing our organizational flexibility to be able to respond adequately to market developments. Chris Engelsman, Dick Bleyerveld

Objectives for 2009

Actions for 2009

Poland: grow positions in water management, sewerage and drainage, and highways. Strengthen position in airport, rail, wastewater treatment, and industrial markets.

Offer new services and solutions; operationally integrate Polish companies. Make full use of the onecompany concept.

Czech Republic: become the leading city and regional planning consultancy with a sustainability focus.

Broaden the integrated services capacity.

Portugal: continue growth of existing services in water and transportation. Develop new services in the environmental field and sustainable development.

Build capacity; strengthen client focus; reinforce market presence with new solutions. Introduce new tools in the energy efficiency field.

Central Europe: increase market share in ITS.

Kazimierz, Poland

Expand expertise-driven business via existing positions, partnerships, and offices.

Sofia, Bulgaria

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24 Asia

Sustainable solutions for rapid development Asia is important to us not only because of the immense opportunity it offers for our expertise, but also for the special challenge it presents to adapt knowledge to local conditions and accelerate further development. Urbanization, environmental impacts, water scarcity, transport infrastructure needs, are among the drivers behind clients’ growing demand for world-class solutions to their local requirements. Our activities in Asia concentrate on our home markets of China, India, and Indonesia, though we also have important projects in Taiwan and Vietnam. Overall, we are encountering a growing demand for sustainable solutions for the complex challenges that accompany the rapid development of Asia. Our water treatment activities in China developed well in 2008, with an increase in our market share in the pulp and paper industry. In this context, we would like to thank Frans van Gunsteren for his important contribution as chairman of the China Advisory Committee – Gilles Hondius will take on this role as of 2009. In India we successfully entered the Public Private Partnership market. In Indonesia we effectively contributed to the national sanitation policy and to the reconstruction and sea defense of tsunami affected areas. Work for international development agencies has been successfully managed from within the region. Our project selection criteria have included risk assessment, a harmony between the client’s values and our own, and our ability to DSM China Campus

Arnold Galavazi

Java Settlement Reconstruction, Indonesia

Objectives for 2008

Results in 2008

Continue growth of our local operations in India.

Added Transportation services; started up Building & Industry services; entered Public Private Partnership market.

Expand private sector activities in Indonesia.

Increased number of private sector projects.

Build on the one-company concept.

Connected country organizations and global expertise to Knowledge Broker Network through the global ICT platform.

Continue growth of our local operations in China.

add value. In 2008, DHV’s companies in our three Asian home countries were connected to our global ICT platform and thus gained better access to the Group’s knowledge. Also, with a few exceptions, we succeeded in retaining the talent in our companies. Less satisfactory, however, was the experience of our urban development joint venture with the Modern Group: in view of the slowdown in China’s real estate market we decided to end the joint venture’s activities. The economic downturn is having an impact on China and India, Asia’s largest developing economies. However, even with the forecasted drop in growth rates they will still be among the highest in the world. Other developments include an anticipated tightening of environmental requirements, greater regulatory enforcement, and increased interest in sustainable building. China will stimulate its economy by accelerating investments in infrastructure projects – thus creating new opportunities for airports. India will do the same, although on a smaller scale, as the country allocates a bigger role to the private sector in public infrastructure development. In the year ahead, we will continue to be challenged to come up with innovative services to help our clients attain their objectives for sustainability, climate change, corporate responsibility, and cost efficiency.

Expanded water activities in volume and products; added Integrated Urban Planning services.

Expedition to the Yellow River, China

Objectives for 2009

Actions for 2009

Extend local operations in India.

Develop capabilities in PPP projects, airport design, bridge design, asset management, and water technology.

Continue expansion of private sector activities in Indonesia.

Select market opportunities based on expertise.

Extend local operations in China.

Sell Crystalactor® technology for industrial water treatment in addition to Carrousel®; focus on coastal development and sustainable buildings.


Developments in our Global Network

Africa

Ready to take on the challenge In Africa we wish to be a leading consultancy by drawing on our strong knowledge of the challenges faced in the areas of mobility, water, energy, and resources. The DHV Group operates on the continent through SSI and Turgis. SSI works mainly in sub-Saharan Africa, with a primary focus on South Africa and other SADC countries, and Kenya/Tanzania. We aim to bring the global knowledge of the DHV Group to the local needs of our clients and their communities. Our major clients are governments, industry, commercial services, contractors and developers, and International Development Agencies. In South Africa 2008 was a turbulent year. Severe power shortages were followed by a short period of xenophobic violence, political turmoil, and then the world credit crunch. These occurrences had an overall impact on the African economy and brought insecurity to our markets. The resources market, in which our Turgis mining consultants operate, was especially unstable. Despite these uncertainties, 2008 was a very good year for us. The South African economy is experiencing a boom, driven by the World Cup 2010 and high government spending on infrastructure projects. Turgis Consulting becoming a Group member was an important step in establishing an independent consultancy practice serving mining clients worldwide. During the whole year the ‘quest for Cape Town, South Africa

talent’ was a major challenge. Our staff’s workload was heavy and we had problems filling all our vacancies. Internal cooperation within the DHV Group is growing. The world economy is globalizing, and we are able to offer our global private clients total solutions. Our in-depth technical expertise and our financial performance enable us to invest in the development of innovative sustainable solutions. By introducing our innovation awards, we acknowledge the importance of continuously improving our technical skills and stimulating our consultants to always look for a better solution. The implementation of our Corporate Responsibility Management System ensures our integrated approach to fulfill our promise of being a company for people from people. We foresee a growing demand for easily-implemented sustainable solutions. For too long public authorities paid insufficient attention to the management of public facilities. In addition, the demand in Africa for these basic facilities is growing rapidly. This demand, together with the lack of maintenance on existing assets, has resulted in a tremendous challenge for the public and private sector to upgrade public infrastructure. The DHV Group companies in Africa are ready to take on that challenge. Naren Bhojaram

Pretoria, South Africa

Black Mfolozi Bridge, South Africa

Objectives for 2008

Results in 2008

Objectives for 2009

Actions for 2009

Recruit, develop, and retain staff.

Increased staff to over 1,000 employees in Africa; implemented a blueprint Retention Strategy within SSI.

Increase turnover outside South Africa.

Diversify internationally; focus on more projects outside South African borders in countries of choice.

Focus on Corporate Responsibility.

Emphasized sustainability in every project, including mandatory project budgets; ran four Saturday Schools in South Africa; made a CR Management System operational.

Further implement the one-company concept.

Connect to the DHV Group’s Global ICT platform and Knowledge Broker Network.

Grow our business for mining clients through Turgis.

Intensify internal cooperation in the DHV Group to offer integrated solutions to our mining clients.

Commence with the mining sector.

Develop project management as project service line.

Global mining consultant Turgis joined the DHV Group.

Enhanced client service through a new project management sector.

Diversify product chain.

Increase focus on studies, consultancy, and asset management assignments.

25


26 North America

Low-risk and cost-effective solutions Delcan, the DHV Group’s strategic partner for North America, is active in infrastructure, information systems, and water. We focus on consulting, program management, products, and technology integration. Our clients, which are located in North America, Africa, and Asia, are government agencies with responsibilities in highways, public works, water, transit, tollways, and airports. They are increasingly demanding low-risk and cost-effective solutions. We also see a growing demand for outsourcing traditional government work: leasing versus fully owning assets and schedule performance. The main developments in 2008 included the economic downturn, a change in the political climate and priorities, and the extension of projects into additional fiscal years at lower staffing requirements. We also saw an overall staff growth of approximately 30% and initiated structured succession planning for long-term leadership needs. Further, we launched a more aggressive corporate level marketing effort, backed up by various promotional activities. Lastly, we developed a corporate responsibility program that we will be rolling out in 2009.

adjust budgets to reflect lack of new budget resources), and roll-out our structured professional development program to accelerate/lead the growth of our younger generation of employees. Canadian aviation consultancy InterVISTAS becoming a DHV Group member in 2008 has further strengthened our position in North America. InterVISTAS has a strong international network and is active in specialized expertise areas, including privatization, air service development, border security, and tourism. Delcan also completed the acquisition of Intelligent Devices Incorporated (IDI) to further expand our product technology base and distribution opportunities. Jim Kerr

Given the economic and political climate, our plan is to increase our staff in line with the acquisition of new work, balance staff across our various regional needs (as clients

Objectives for 2008

Results in 2008

Objectives for 2009

Actions for 2009

Expand product sales distribution capability.

Intelligent Devices joined Delcan; held major marketing event with DHV at the ITS World Congress in New York.

Expand services and products related to tollways and transit.

Pursue new clients in the bus and rail transit markets.

Develop stronger transit service offerings and expand client base.

Further integrated Parker and Associates; won several strategic projects and new clients.

Continue to expand corporate structure to support aggressive company growth in personnel, marketing, and project work.

Complete integration processes with newly acquired firms.

Expand ITS capabilities in China and Europe.

Executed various projects in Poland and China; booked first ‘outside of North America’ NETworks® sales.

Expand and strengthen position in aviation, water, and environment markets.

InterVISTAS joined; won new water projects; kicked off Sustainability/ Environmental strategic initiative.

Meet established 2008 financial goals.

Exceeded ‘new work brought in’ target by 40%; met profit target; fell slightly short of revenue target.

ITS World Congress, New York, USA

Continue to expand on 2008 Initiative successes.

Kicking Horse Canyon Bridge, Canada

Expand NETworks® features and extend licensing strategies accordingly to achieve larger client/buyer base.

Emergency Ops Training Orlando, USA


Projects

Projects

Connect & Deliver It is often said that there is nothing new under the sun. However, the degree of interconnectivity between people and people with nature is most certainly creating new situations for many and generates new thinking about integrated approaches. The DHV Group theme for 2008, Connect and Deliver, is about translating thoughts to action and action to results. The following projects illustrate connections which were made to deliver cost effective results that increase safety, decrease pollution, and help prepare for the future. In addition to working closely with clients and partners, we also maintain long term relationships with universities, research institutions and professional platforms to explore new possibilities. We welcome such opportunities and invite others to join in connecting to new concepts and delivering to new realities.

It is difficult to say what is impossible, for the dream of yesterday is the hope of today and the reality of tomorrow. – Dr. Robert H. Goddard, US physicist and rocketry pioneer (1882-1945)

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28

Transportation Preparation and tendering of A15, Rotterdam, the Netherlands The A15 highway near Rotterdam is going to be widened and made safer. The project comprises a stretch of 40 km, the transformation of the Benelux and Vaanplein interchanges, and the construction of the new Botlek bridge. DHV is working together with the Dutch Directorate for Public Works and Water Management on the DBFM (Design, Build, Finance, & Maintain) contract, which will be for a duration of approximately 25 years. Under this contract form the contractor is not only responsible for the construction, but also for the financing, implementation, and maintenance.


Projects

SSI improves Gauteng Freeway, South Africa

SSI is participating in the Gauteng Freeway Joint Venture, which designs and supervises the upgrades of two sections of the major freeway around Johannesburg. These projects will reduce congestion and improve safety, and are part of the comprehensive South African National Road Agency Limited’s (SANRAL) Gauteng Freeway Improvement Project. The sections awarded to the Gauteng Freeway JV cover some 40 km of freeway. The assessment and major improvement of interchanges are also in the scope of work.

> Traffic Management System in Sofia, Bulgaria

>

DHV and Delcan have studied the feasibility of an Intelligent Traffic Management System to improve the traffic flows within the city of Sofia. In consultation with the Sofia municipality, the local partner Cetra Sofia, and Vialis Traffic, recommendations were made for additional hardware, central software, and knowledge transfer.

Track doubling for Schiphol-Amsterdam, the Netherlands

In a collaboration with Movares, DHV won the ProRail commission for the feasibility study for the OV-SAAL (Schiphol-Amsterdam-Almere-Lelystad) Cluster C. This involves the design for a doubling of the rail tracks around the Zuidas in Amsterdam. DHV will produce the routing decision (design), conduct noise research, make cost estimates, and design approximately 20 bridges and viaducts.

Subway extension in Toronto, Canada

The Toronto Transit Commission has awarded a seven-year Project Management Services contract to Delcan. In a joint venture, Delcan is providing design, build and project management services for the 8.6 km extension of Toronto’s Spadina subway line. The extension will be underground and will add six more stations.

Largest arch bridge in Poland

The largest arch bridge in Poland was opened in mid 2008, spanning the river Vistula just outside the city of Pulawy. At a total length of 1,038 m, with a free span of 212 m, it is also one of the largest bridges in all of Europe. The bridge was designed by DHV in association with its partner Pomost. DHV was also responsible for the feasibility study and the Environmental Impact Assessment.

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30 Climate Action Ahold >

Design of an eco-city for a million inhabitants, China

>

As one of the winners of an international competition, DHV was selected to design an ecological, coast- and city-development project in Caofeidian, an industrial zone in North China. The coastal city is to be built on an area of 150 km2 and will provide room for one million inhabitants. DHV has proposed an island and lagoon structure. This approach permits the creation of fresh groundwater in a sustainable manner, for use in the city’s green spaces. At high tide, the outer islands off the coast will form a sea wall that offers flood protection for the lagoon, which is located behind. The project is a collaboration between DHV in the Netherlands and China.

Facing increasing attention for climate change and the need for an appropriate response, Ahold engaged DHV to assist the company in determining the strategic importance of this issue. Taking into account scientific facts, customer opinions, investors, NGO’s, and competitors behavior, a so-called ‘common understanding’ was created throughout the company. A draft corporate climate action vision has been interactively shared and discussed with Ahold’s subsidiaries in the Netherlands, the USA, Scandinavia and the Czech Republic.

Environmental and Social Impact Assessment of the Trekkopje Uranium Mine, Namibia

Turgis Consulting was commissioned by UraMin Inc. (owned by Areva of France) to undertake a detailed Social and Environmental Impact Assessment of their proposed Trekkopje uranium mine on the west coast of Namibia. This includes the bulk power and water infrastructure development that would be required to supply the mine. The project faced a number of challenges, mainly arising from the very arid region (the Namib Desert) where the mine will be built. The unique biophysical environment on the site called for innovative measures to limit the mine’s environmental impact. The mine will need to be self-sufficient with regard to water supply, which will require that a sea-water desalination plant be constructed (photo). Close attention was also paid to realizing significant advantages to the local communities in terms of jobs, water, and energy supply.

> Sustainable development of transportation, Czech Republic

>

Together with the Czech hydro-meteorological institution, DHV conducted a science and research project for the Czech Ministry of Transport. DHV developed a calibrated software model which enables the authorities to calculate future air pollution emissions from traffic, particularly those caused by tire attrition. The model can be used for existing and planned roads, and thus permits the authorities and designers to develop the transportation infrastructure in a very sustainable way. Nearly 40% of the Czech population lives in areas of high air pollution and the issue of tire attrition has yet to be studied systematically.


Projects

Spatial Planning and Environment IJsselsprong area development, Zutphen, the Netherlands The IJsselsprong area is one of the most beautiful in Gelderland, the Netherlands. But the IJssel river flows by the city of Zutphen through a bottle-neck, and can cause problems when waters are high. DHV incorporated the different interests of various parties to produce a thorough area development plan. The plan encompasses the objectives of ‘Room for the River’ – a government initiative aimed at giving rivers more room for overflow – and also allows for space for living next to the water. Interests of agriculture were seriously taken into consideration by strongly reducing the flood frequency. DHV managed the process and ensured the creation of an efficient and thorough plan that preserves the old cultural landscape.

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32

Water Flood Protection Barrier, St. Petersburg, Russia As member of a consortium, DHV has been responsible for the design of the Flood Protection Barrier at St. Petersburg. DHV delivered the highly complex hydraulic engineering for the flood barrier. This included the review and update of the designs, computer modeling, physical modeling, tender documents, assistance in the contracting, contractor bid review, and design supervision during the construction phase.


Projects

Pollution abatement initiatives for the Yamuna river, India

A DHV consortium has successfully completed the enormous task of preparing sewerage, stormwater drainage, and sewage treatment master plans for eight cities located on the banks of the Yamuna river, one of the most important and sacred rivers of India. The project is backed by Japanese funding for the improvement of water quality of India’s major rivers. The master plan projects sanitation and sewerage for 12 million people in 2040; it takes into account all sections of society, and focuses particularly on people living in slum areas.

Salinity control weir, Madagascar

SSI has recently completed the construction supervision of a salinity control weir – part of a multi-million contract awarded by QIT Madagascar Minerals (QMM). SSI’s services included a water resources study for the mine; detailed design and supervision of the weir; bulk water supply and wastewater treatment design for the mine and its residential villages; a landfill design; preparation of the water management plan; and a stormwater management plan for a quarry. During the course of the contract, the SSI team was also tasked with undertaking a review of the capacity and condition of the local town’s water supply infrastructure, with a view to QMM’s funding repairs and upgrades of this system.

Flood protection for the Fraser river delta, Canada

Two million people live in the Fraser river’s delta, an area which requires better protection against flooding. DHV is working together with Delcan on four flood-protection projects to provide the cities of Surrey, Richmond, Westminster and Delta with improved protection. Apart from climate change, the safety analyses will also take the (future) area developments into consideration.

Innovative contracting of sludge dewatering plant, Apeldoorn, the Netherlands

DHV delivered a sludge dewatering plant in Apeldoorn for the Veluwe Waterboard in just 8 months. DHV performed the project as a General Contractor under an innovative Design & Build contract. The installation’s costs were approximately 10 percent below what they would have been under the conventional contracting method and the plant was operational 6 months earlier.

First Chinese Crystalactor® Plant

An environmentally-friendly phosphate removal unit will be built at DSM Nanjing Chemical Company. DHV is responsible for the basic design and detailed engineering and will supply the Crystalactor® Reactor. DHV will also perform equipment procurement, assistance in site erection supervision, startup, commissioning, and operator training. With strong support of DSM, this will be the first DHV Crystalactor® plant in PR China.

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34 Solar-cell plant delivered in record time, Germany

>

DHV delivered a solar-cell plant in record time to ARISE Technologies in the German town of Bischofwerda. The first solar cells were rolling off the production line within 61/2 months of the start of construction. DHV performed the complete design of the production facility, including architecture, structural engineering, process- and building-related installations, and was also responsible for supervision during construction.

A single computer system controls blast-furnace, Ukraine

DHV has completed engineering for a computer operating system for a new blastfurnace in the Ukraine. Commissioned by Danieli Corus, DHV developed a system involving a total of 7,500 instruments that allows for the operation of the furnace from a single, central point: a unique approach in the steel industry. The project involved DHV locations in the Netherlands and the DHV Global Engineering Center in India.

Over the next 5 years DHV will provide the technical management of more than 650 buildings for the municipality of Nijmegen. This is the first time a Dutch municipality contracted the maintenance management of such a large real estate portfolio to a private sector party. Moreover, for nine large buildings, including the city hall, DHV is responsible, as general contractor, for regular and daily maintenance.

>

>

Asset Management for the municipality of Nijmegen, the Netherlands

Sustainable Technological Park in the Azores, Portugal

DHV designed the new Technological Park of SĂŁo Miguel for the Azores Regional Government. The park provides the base for a range of research organizations, companies, and public services dedicated to scientific research. Together, they form an innovationstimulating working environment. DHV designed the park according to (sustainable) passive-building principles and incorporated the use of local materials.

Green Shanghai Natural History Museum, China

The new Shanghai Natural History Museum aims to become a demonstration project realizing high-level sustainability ambitions, including becoming China’s first LEED-Gold certified museum. LEED Green Building Rating SystemTM is one of the international benchmarks for the design, construction, and operation of highperformance green buildings. The museum’s management has asked DHV to form a multidisciplinary Sustainability Team to recommend implementation strategies for all aspects of the design and construction, and to achieve the maximum sustainability benefits.

>


Projects

Building and Industry Super slender ‘Scheepmakers tower’, Rotterdam, the Netherlands Using a clever construction concept, DHV designed the most slender multi-story apartment building in the Netherlands for property developer Memid Investments. The 90 meter-high ‘Scheepmakers tower’ in Rotterdam was given a concrete outerwall that provides sufficient stability, making an internal core unnecessary. The result: optimal flexibility and space distribution.

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36

Aviation Modernizing Chisinau Airport, Moldova NACO assessed the envisaged Chisinau airport rehabilitation program for the European Bank for Reconstruction and Development (EBRD). The NACO team prepared an air traffic forecast, reviewed the state of the airport assets, identified necessary infrastructure investments, and analyzed the financial feasibility of the development program. With assistance of the NACO expert team, a final investment program was defined for which the EBRD is providing a loan with EIB (European Investment Bank) co-financing.


Projects

Improved security screening at Regina International Airport, Canada

InterVISTAS was retained to address preboard screening checkpoint capacity issues encountered at the Regina International Airport. The InterVISTAS team delivered a checkpoint layout, which is more capable of accommodating peak-hour traffic demand. The mandate involved reconfiguring the existing layout of the security screening lines to allow for more efficient passenger flows and increased visibility of passenger movements and checkpoint activities.

Master Plans for Dammam and Riyadh airports, Saudi Arabia

The General Authority of Civil Aviation has commissioned NACO to produce long-term development plans for the international airports of Dammam and Riyadh. By 2038, the airports are expected to be able to accommodate up to 20 and 45 million passengers a year, respectively. NACO, together with DHV and Innova, will also conduct an environmental analysis, landside simulations, and a financial/economic analysis, as well as investigate opportunities to increase non-aeronautical revenues.

Upgrading Kisumu Airport, Kenya

Kenya’s Airport Authority engaged NACO/SSI to supervise the construction of the Kisumu airport upgrading works. The runway will be extended and widened to accommodate international flights. This will greatly enhance the economic potential of the area and open it up to commercial and tourist traffic from abroad. The project further entails a new terminal building, apron, and taxiway. NACO/SSI was also responsible for the feasibility study and engineering designs for the upgrade. Kisumu is the capital of Nyanza Province and the birthplace of President Barack Obama’s father. The airport upgrade and the Obama factor are a boost to economic development in Nyanza.

National Airport Master Plan, Malaysia

In a commission from Malaysia Airports Holdings Berhad (MAHB), NACO is studying the expected development of Malaysia’s airport capacity over the next 50 years. The master plans will guide future airport development, and provide guidelines for environmental policies. The development of Low-Cost Carrier traffic is a special area of focus in the study. NACO is working in a joint venture with local partner KLIACS. Innova will contribute in the preparation of traffic forecasts and financial and economic studies.

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38

Financial Statements

Financial Statements 2008 Consolidated Balance Sheet Assets 2008 Fixed assets

2007

(2)]Intangible fixed assets

37,322

20,252

(4)]Financial fixed asssets

5,154

4,655

(3)]Tangible fixed assets (5)]Deferred

taxation

Current assets

(6)]Work in progress (7)]Receivables

(8)]Cash and cash equivalents

44,652 1,353

42,889

88,481

13,859

68,333

3,590

113,775

15,809

537

105,974 143,443

13,758

123,322

231,924

191,655

2008

2007

Group equity and liabilities

Group equity

Shareholders’ equity Minority interest

(9)]Provisions

(10)]Long-term liabilities

(11)]Current

liabilities

(e thousands)

63,227 2,060

59,883 65,287

1,787

61,670

4,579

5,397

29,922

29,336

132,136

95,252

231,924

191,655


Financial Statements

Consolidated Profit and Loss Account

(14)]Net

turnover

Movement in work in progress

Total revenue

Cost of work subcontracted and other external charges

(15)]Staff costs

Depreciation

(16)]Other operating costs

2008

2007

467,670

395,033

9,644

-2,806

477,314

392,227

151,989

117,387

209,837

186,465

9,624

6,740

86,597

69,500

Operating cost

458,047

380,092

Operating profit

19,267

12,135

interest expense

-3,539

-2,170

Profit before taxation

15,728

9,965

-5,638

-3,156

Profit for the period

10,250

6,722

Minority interest

-855

-681

Net profit

9,395

6,041

(17)]Net

(18)]Taxation

Profit/Loss of non-consolidated participating interests

160

-87

(e thousands)

39


40

Financial Statements

Consolidated Statement of Changes in Equity Issued share capital

Share premium

Reserve exchange rate differences

Statutory reserves

Other reserves

Shareholders equity

Minority interest

Group equity

546

6,201

-1,115

3,937

48,732

58,301

1,378

59,679

Changes in statutory reserves

-

-

-

1,379

-1,379

Profit for the period

-

-

-

-

6,041

-

-295

Balance at 1 January 2007 Movements 2007

Exchange rate differences

Cumulative preference dividend Ordinary dividend

-

-

-308

-

-

-

-

Other movements

-42

-3,601

Net movement 2007

-42

-3,601

-308

Balance at 31 December 2007

504

2,600

Issued share capital

-

-

-191

-

-

-308

-112

-191

-

6,041 -295

681

-

-

-420

6,722

-191 -295

-22

-3,665

-160

-3,825

1,379

4,154

1,582

409

1,991

-1,423

5,316

52,886

59,883

1,787

61,670

Share premium

Reserve exchange rate differences

Statutory reserves

Other reserves

Shareholders equity

Minority interest

Group equity

504

2,600

-1,423

5,316

52,886

59,883

1,787

61,670

Changes in statutory reserves

-

-

-

310

-310

Profit for the period

-

-

-

-

9,395

-

-

-3,655

-

396

Balance at 1 January 2008

-

-

Movements 2008

Exchange rate differences Dividend paid

Purchase of shares - old shareplan Issue of shares - new shareplan Other movements

Net movement 2008 Balance at 31 December 2008

(e thousands)

-

-

-5,276

-

-

-

-3,655

-

430

-

2,854

-

-

-

-

-

-

-5,276

-390

-5,666

-800

-800

-

-800

-

9,395

855

10,250

-

-3,655

826

-192

634

2,854

-

2,854

-

-371

-5,276

310

8,681

3,344

273

3,617

504

2,229

-6,699

5,626

61,567

63,227

2,060

65,287


Financial Statements

Consolidated Cash Flow Statement 2008 Cash flow from operating activities

19,267

Operating profit Adjustments for

- Amortization of intangible fixed assets - Depreciation of tangible fixed assets - Movement in provisions

Movement in working capital - Work in progress - Receivables

- Current liabilities

Interest paid

Taxation paid

Net cash generated by operating activities Cash flow from investing activities

12,135

2,710

1,459

-1,634

-4,290

6,915

5,281

7,991

-13,304

3,846

2,450

-5,068

525

Net cash generated by business operations Profit/Loss of non-consolidated participating interests

2007

-12,587

18,723

-8,933 18,325

1,068 15,653

160

-87

-3,539

-2,196

-5,756

-3,067 -9,135

9,190

-5,350

Acquisition of group companies

-23,098

-4,371

Additions to tangible fixed assets

-4,480

-15,098

Additions to intangible fixed assets Investment in non-consolidated participating interests Net cash utilised in investing activities Cash flow from financing activities

Repayment of/proceeds from long-term liabilities Purchase of own shares Dividend paid

Net cash utilised in/generated from financing activities Net decrease in cash and cash equivalents

-2,418 -668

-2,457

-30,664

-1,311

-1,571

-23,497

7,741

-

-800

10,303

-3,643 -2,111

-486

3,612

-23,585

-9,582

8,730

18,312

institutions at 31 December

-14,855

8,730

Movement in cash position

-23,585

-9,582

Cash and cash equivalents less amounts owed to credit institutions at 1 January

Cash and cash equivalents less amounts owed to credit

(e thousands)

41


42

Financial Statements

Summary of Significant Accounting Policies 1.1 General

The principle accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. Certain comparitive amounts have been reclassified to conform with changes in the current year’s presentation.

1.2 Basis of preparation

The consolidated financial statements have been prepared in accordance with the statutory provision of Part 9, Book 2 of the Netherlands Civil Code and the financial reporting requirements as set forth in the Guidelines for Annual Reporting in the Netherlands. The consolidated financial statements have been prepared ­under the historical cost convention. The preparation of financial statements in conformity with Part 9, Book 2 of the Netherlands Civil Code requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 1.17. Most of the financial statements of the consolidated Dutch group companies of DHV Holding B.V. are presented in accordance with the exemption as provided in Section 403(1), Book 2 of the Netherlands Civil Code.

1.3 Consolidation

a) Subsidiaries Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Companies in which the Group exercises joint control are consolidated on a pro rata basis, unless its interest is negligible. Subsidiaries are fully consolidated from the date on which control is acquired by the Group. They are de-consolidated from the date that control ceases or a d ­ ecision is made to close its operational activities. The monetary amount or its equivalent that was agreed for the acquisition of the business plus any directly attributable costs qualifies as the acquisition price. The excess of the cost of acquisition over the book value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If

the acquisition price is lower than the book value of the net identifiable assets, the difference (i.e. negative goodwill) is offset against positive goodwill. Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group. b) Transactions and minority interests The Group applies a policy of treating transactions with minority interests the same as with parties external to the Group. Disposals to minority interests result in gains and losses for the Group that and are recorded in the income statement. ­Pur­chases from minority interests can result in goodwill, being the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary. Minority interests in group equity are stated at the amount of the net interest in the group companies in question.

c) Non-consolidated participations Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are stated at their share in the net asset value, which is calculated based on the accounting policies that are in effect for these financial statements. The Group’s share of its associates’ post-acquisition profits or losses is recognized in the income statement, and its share of post-acquisition movements in reserves is recognized in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. d) Joint ventures A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint ventures are stated at their share in the net asset value. When the Group’s share of losses are greater than its interest in the joint venture, further losses are not recognized unless the Group has incurred obligations or made payments on behalf of the joint venture. The results from joint ventures which are regarded as an extension of DHV projects are recognized as operating profit.


Financial Statements

1.4 Foreign currency translation

a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in euros, which is the company’s functional and presentation currency. b) Transactions and balance Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are recognized in the income statement. c) Group companies The results and financial position of all the group entities (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: • Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet. • Income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions). • All resulting exchange differences are recognized as a separate component of equity. On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and of borrowings and other currency instruments designated as hedges of such investments, are taken to shareholders’ equity. When a foreign operation is partially disposed of or sold, exchange differences that were recorded in equity are recognized in the income statement as part of the gain or loss on sale.

1.5 Intangible fixed assets

a) Goodwill Goodwill at acquisition of subsidiaries and non-consolidated participations is calculated in accordance with section 1.3. Goodwill is amortized on a straight line basis over its estimated useful life of no more than 20 years. Separately recognized goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.

b) Software Software includes internally developed and purchased software. The estimated useful life of software is 5 years.

1.6 Tangible fixed assets

Land and buildings are stated at cost plus additional expenses, or manufacturing price less accumulated depreciation and impairment losses. Depreciation is calculated on a straight line basis over the estimated life of the asset. Land is not depreciated. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. The estimated average useful life by category is as follows: Buildings 10 to 33 years Computer hardware 3 to 5 years Other fixed assets 3 to 10 years The cost of major repairs to buildings is capitalized and depreciated over 5 to 10 years if such repairs should extend the life of a building.

1.7 Impairment of fixed assets

The Group assesses at every balance sheet date whether there is any evidence that a fixed asset is impaired. If any such evidence exists, the recoverable amount of the asset is determined. If it should prove to be impossible to determine the recoverable amount for the individual asset, the recoverable amount of the cash-generating unit to which the asset belongs is determined. A loss qualifies as an impairment loss if the book value of an asset is higher than its recoverable amount; the recoverable amount is the higher of net realisable value and value in use. If it is established that an impairment that was recognized in the past no longer exists or has decreased, the increased book value of the asset in question is not set any higher than the book value that would have been determined had no impairment been recognized for the asset.

1.8 Work in progress

Work in progress is stated at the selling price. For each project, profit is allocated by reference to the percentage of completion of the services provided as a proportion of the total service provision. Expected losses and known risks are provided for in the period in which they become known and are credited against Work in progress. In addition, progress invoices and payments received in advance are also credited against Work in progress.

43


44

Financial Statements

1.9 Receivables

Receivables are stated at face value net of any provision for doubtful debts. When a receivable is uncollectible, it is written off against the provision. Subsequent recoveries of amounts previously written off are credited to the income statement.

1.10 Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are included under amounts owed to credit institutions, which are disclosed as current liabilities on the balance sheet.

1.11 Shareholders’ equity

The consideration paid for the repurchase of shares is deducted from other reserves, until such time that these shares are cancelled or sold. If shares are sold, any proceeds are added to the other reserves. Costs directly related to the purchase, sale and/or issue of new shares are recognized directly in shareholders’ equity net of any relevant tax effects. Other direct movements in shareholders’ equity are also recognized net of any relevant tax effects.

1.12 Provisions

a) General Provisions for professional indemnity claims, restructuring costs and legal claims are recognized when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are measured at the best estimate of the amount that is necessary to settle the liability at the balance sheet date. With the exception of the pension provision, provisions are stated at face value. Unless stated otherwise, provisions are of a long-term nature. b) Pension provision In the Netherlands, most employee pension entitlements are joined in a group defined contribution plan, which is administrated by Stichting Pensioenfonds DHV. The contributions payable by DHV are recognized in the profit and loss account for the year in which they are due. In addition, DHV operates a small number of defined benefit plans with a limited number of participants. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on factors such as age, years of service and compensation. The pension obligation disclosed in the balance sheet represents

the present value of the pension obligation net of the fair value of the plan assets. This is offset against unrecognized actuarial gains and losses, and unrecognized past-service cost. Independent actuaries calculate the pension provision annually based on the projected unit credit method. The discounted cash flow calculation of the pension obligation is based on interest rates applicable to high-quality corporate bonds with terms more or less equal to that of the pension obligation. Actuarial gains and losses following changes in actuarial principles that exceed 10% of the higher of the pension obligation term and the fair value of the plan assets at the beginning of the year are recognised as income or expense over the expected average remaining working lives of the employees in question. c) Deferred income tax Deferred income tax is provided on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred tax is stated at nominal value. Deferred income tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

1.13 Long term liabilities

a) Borrowings Borrowings are recognized initially at nominal value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

1.14 Leases

a) Finance lease The Group leases some of its fixed assets where it retains substantially all the risks and rewards of ownership of these assets. These assets are capitalised as soon as the lease contract is concluded at the lower of the fair value of the asset or the present value of the minimum lease instalments. Lease commitments are recognized as long-term liabilities exclusive of interest. The interest component is recognized in the profit and loss account proportionate to the lease instalments. The relevant assets are depreciated based on their estimated useful life or the lease period, if shorter.


Financial Statements

b) Operating lease Leases in which a significant portion of the risks and rewards of ownership are not retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement.

c) Movement work in progress At the balance sheet date, the invoicing of projects does not equal project costs or project results. The difference between these two amounts at 1 January and 31 December is shown separately as a part of total revenue.

1.15 Financial instruments

d) Operating costs Operating costs are allocated to the reporting period to which they relate.

1.16 Revenue recognition

e) Government grants Operating grants are recognized as an income item in the profit and loss account in the year in which the subsidised costs are incurred, income is lost or a subsidised operating deficit has occurred. Grants are recognized as soon as it is likely that they will be received and the Group will comply with all attached conditions.

The Group hedges currency risks through the use of financial instruments. No financial instruments are held for trading purposes. Financial instruments are not disclosed in the balance sheet. The market value included in the notes represents the difference between the face vale and the fair value at the balance sheet date.

a) General Profit represents income from services rendered less expenses and other costs attributable to the financial year. Gains or losses on transactions are recognized in the year in which they are posted.

f) Net interest expense Net interest expense comprise of interest received and paid, and are allocated to the period to which they relate. g) Dividend income Dividend income is recognized when the right to receive payment is established

Profit on orders is recognized in accordance with the percentage of completion method. It includes profit on orders executed entirely for the Group’s own account and risk as well as a share of the profit on orders executed together with partners. Revenue from time and material contracts, typically from delivering design services, is recognized at the contractual rates, as labour hours are delivered and direct expenses incurred.

Revenue from fixed-price and percentage fee based contracts for delivering design services is recognized under the percentage-of-completion (POC) method. Under the POC method, revenue is generally recognized based on the services performed to date as a percentage of the total services to be performed.

The Group makes estimates and assumptions concerning the future, the resulting accounting estimates will, by definition, rarely equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below.

Expected losses and known risks are provided for in the period in which they become known and are credited against the item ‘Work in progress’. b) Net turnover Turnover comprises the fair value of the consideration for the sale of goods and services to third parties, net of discounts and exclusive of value added tax attributable to activities performed during the reporting period.

h) Dividend distribution Dividend distribution to shareholders is recognized as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

1.17 Critical accounting estimates and assumptions

a) Revenue recognition The Group uses the percentage-of-completion method in accounting for its fixed-price contracts to deliver design services. Use of the percentage-of-completion method requires the Group to estimate the services performed to date as a proportion of the total services to be performed.

45


46

Financial Statements

Notes to the Consolidated Financial Statements Intangible fixed assets

2]

2008 Cost

Balance at 1 January Additions Disposals

Software

Total

Goodwill

Software

Total

22,065

7,725

29,790

18,783

4,371

23,154

-

-

-

-88

-

-88

12,643

Exchange rate movements Deconsolidations

-1,448

-129

64

-

-

-

-

-76

463

-

5,914

-

76 -

1,066

1,066 29,790

4,990

4,548

9,538

4,106

3,266

7,372

-67

-547

-614

-18

10

-8

1,504

-

Deconsolidations

-

Re-allocation

1,206 361

-

2,710

361

-

902 -

-

-57

-57

-

772

772

5,568

11,995

4,990

4,548

9,538

17,075

3,177

20,252

14,677

1,105

15,782

32,821

4,501

37,322

17,075

2008

2007

North America

9,493

3,213

The Netherlands

9,197

8,531

(e thousands)

-

1,459

-

The book value of Goodwill is geographically divided as follows:

Total

557

6,427

Balance at 31 December

Europe (excluding the Netherlands)

76

-76

7,725

New consolidations

Africa

-65

22,065

Exchange rate movements

-

5,723

49,317

Amortization

31 December

2,300

10,069

Balance at 1 January

1 January

3,423

39,248

Amortization

Book value

15,061

-537

-

Re-allocation

2,418

-911

5,451

New consolidations

Balance at 31 December

2007

Goodwill

9,464 4,667 32,821

4,689 642

17,075

3,177

20,252


Financial Statements

Tangible fixed assets

3]

Cost

Balance at 1 January Additions Disposals

Exchange rate movements New consolidations Deconsolidations Re-allocation

Balance at 31 December Depreciation

Balance at 1 January Depreciation Disposals

Exchange rate movements New consolidations Deconsolidations Re-allocation

Balance at 31 December Book value 1 January

31 December

2008

2007

Land and buildings

Computer hardware

Other

Total

Land and buildings

Computer hardware

Other

Total

44,221

18,075

25,962

88,258

44,181

10,918

25,149

80,248

-

-377

-233

-610

-178

-3,967

-1,229

-5,374

7,006

-21

352

-

-

178

-984

5,829 -

1,526 -678

573 -8 -

2,813

4,517

-834

-2,496

-11

-19

604 -

239 -

12,415 -260

2,733 -101

15,387 -361 331

-

-317

-1,066

-590

-907

-

-1,066

49,244

19,111

28,301

96,656

44,221

18,075

25,962

88,258

21,425

6,255

17,689

45,369

19,770

9,627

17,311

46,708

-

-377

-196

-573

-66

-3,926

-1,093

-5,085

282

-

1,767 -10 540 -

3,005 -567

438 -7

-

2,143

-290

6,915

-867

1,726

-

195

1,173

-5

-

-

-

-6

-13

277

-786

6,255

17,689

45,369

33,540

52,004

21,425

22,796

11,820

8,273

42,889

24,411

44,652

-254

-516

19,535

8,766

-52

5,281

-270

8,747

10,364

-202

2,039

-

23,722

25,522

1,516

-772

-

22,796

11,820

1,291

7,838 8,273

-772

42,889

Land is stated at cost, being € 5.0 million. Based on the most recent appraisal (2008), the actual value of the buildings is approximately

€ 48 million. Land and buildings with a book value of € 14.3 million

are encumbered. Land and buildings with a book value of € 3.8 million have been placed on the market for sale.

An undisclosed net reserve of € 19 million exists due to the market value of land and buildings exceeding its book value.

Tangible assets with the following book values are held under financial lease:

2008

2007

Land and buildings

Computer hardware

Other fixed assets

Total

Land and buildings

Computer hardware

Other fixed assets

Total

6,300

3,336

1,027

10,663

6,498

3,471

816

10,785

(e thousands)

47


48

Financial Statements

Financial fixed assets

4]

2008

2007

Participating interests

Amounts owed by participating interests

Total

Participating interests

Amounts owed by participating interests

Total

3,673

982

4,655

2,325

631

2,956

586

826

1,412

2,508

204

2,712

-61

-108

-169

-62

190

128

-595

-

-595

-733

-219

718

499

3,454

1,700

5,154

Balance at 1 January Movement in book value Investments Disposals

Exchange rate movements Equity share income

Dividend distribution

Balance at 31 December

-857

708

-

-857 708

-278 -87

-43 -

-321

-87

-

-733

1,348

351

1,699

3,673

982

4,655

Included in Equity share income is an amount of € 0.6 million recognized as operating profit in the income statement.

5 participating interests are included with a total equity deficit

of € 0.06 million under the equity method of accounting (2007: € 0.1 million). For an overview of participating interests, refer to the section entitled ‘Other information’ on page 66.

Deferred taxation

5]

2008 Sources of deferral

Assets

Buildings

352

Provisions

869

Projects

Tax losses Other

Pensions Balance at 31 December

Liabilities

163

Net

189

2007 Assets

44

Liabilities

Net

149

-105

-

406

409

1,402

-993

462

1,149

623

-

623

431

-

249 440 2,942

22

2 1,589

847 247

406 44

440

448

1,353

1,835

-

-687 431 44

-

448

1,298

537

Work in progress

6]

Balance of work in progress Payments on account

Invoiced in advance

(e thousands)

2008

2007

46,178

36,113

-3,807 42,371

-8,356 27,757

-28,512

-24,167

13,859

3,590


Financial Statements

Receivables

7]

2008

2007

Total

Falling due > 1 year

Total

Falling due > 1 year

Trade debtors

99,419

3,666

94,871

4,516

Other receivables

10,718

2,016

6,419

2,611

113,775

5,703

105,974

7,251

Pensions

Other

Total

1,762

3,635

5,397

-

1,686

1,686

267

Participating interests

3,371

Prepayments

-

21

1,956

124

2,728

-

The provision for doubtful debts was raised on the static method. For 2008, it amounted to € 4.5 million (2007: € 3.7 million).

Cash and cash equivalents

8]

Cash at bank and in hand does not include any deposits (2007: € nil).

Provisions

9]

Balance at 1 January Movement Additions

Withdrawals

Balance at 31 December

Pensions

-38

-2,403

-2,441

1,724

2,855

4,579

-

Exchange rate movements

-63

-63

Most of the Dutch defined contribution pension plans are adminis-

defined contribution plans both in and outside the Netherlands.

benefit obligations are disclosed based on the accounting policies

provision for accumulated benefit obligations for personnel of one of

tered by Stichting Pensioenfonds DHV. A number of smaller defined described. In addition to the aforementioned plans, DHV operates

The pension obligation disclosed in the balance sheet also includes a the group companies.

The funded staff obligations can be broken down as follows: Balance at 01-01-2008

Profit and loss account

3,959

236 348

-779

-234

-3,170

Subtotal

1,454

584

-738

57

1,357

Net funded staff obligation

1,762

584

-738

116

1,724

Present value of funded staff obligations Fair value of plan assets

Unrecognized gains and losses

-2,505

308

-

Cash and cash equivalents

41

-

Actuarial profit/loss

291

59

Balance at 31-12-2008

4,527

367

(e thousands)

49


50

Financial Statements

Present value of funded staff obligations Fair value of plan assets

Balance at 01-01-2007

Profit and loss account

Cash and cash equivalents

Actuarial profit/loss

Balance at 31-12-2007

4,311

134

23

-509

3,959

-2,715

-77

-270

557

-2,505

Subtotal

1,596 364

-11

57

-247

-

-45

48

1,454

Net funded staff obligation

1,960

46

-247

3

1,762

2008

2007

Discount rate

5.60

5.60

Expected pension indexations

0.30

0.30

Unrecognized gains and losses

308

The key actuarial principles are as follows: (%)

5.60

Expected return on investments

2.00

Expected salary increases

5.60 2.00

Other provisions

Other provisions relate mainly to obligations by virtue of

restructuring and redundancy obligations as well as claims.

The provision for restructuring concerns the costs that are directly related to initiated reorganizations. The restructuring provision is made as soon as a detailed plan has been drawn up for a

reorganization and this plan has been communicated to those affected.

Long-term liabilities

10]

Mortgage loan Finance lease Other

Due < 1 year

Due > 1 year

Due > 5 year

330

1,938

7,246

1,882

8,618

1,946

1,432

3,644 Repayment obligations due within 12 months of the end of the

financial year are disclosed under current liabilities as ‘Amounts due to credit institutions’. The mortgage loan has a remaining term of

11 years. Fixed interest rates of 4.79% and 5.80% applies to amounts of € 4.9 million and € 4.6 million respectively.

(e thousands)

2,644

13,200

2008

2007

Total due > 1 year

Total due > 1 year

9,184

9,513

7,530

10,174

10,101

16,722

29,922

29,336

10,564

9,722


Financial Statements

Current liabilities

11]

2008 Amounts owed to credit institutions

30,664

Taxation and social security

14,601

2007 5,027

38,632

Trade creditors

33,775 12,956

1,576

Amounts owed to participating interests Other liabilities

2,077

30,890

21,696

132,136

95,252

2008

2007

8,635

10,992

3,384

5,267

15,773

Accruals and deferred liabilities

19,721

Bank overdraft and short term loan facilities have been negotiated with credit institutions. The average interest rate in 2008 on these

short term facilities was 5.1% (2007: 4.6%). These facilities are unsecured except for pari passu clauses.

Commitments not disclosed in the balance sheet

12]

Long-term commitments

Future commitments under operating lease agreements are as follows:

Due within 1 year

20,706

Due within 1 to 5 years

Due after more than 5 years

16,642

32,725

32,901

Delayed acquisition cost

Declaration of liability

ments towards the vendors of certain businesses acquired in the past.

for most of the Dutch group companies as referred to in Section 403,

The Group has commitments in respect of contractual earn-out agreeThe final payment date under these agreements, should all conditions be met, will be in 2012.

During the year the Group paid an additional cash consideration of

€ 1.7 million to the vendors of Stewart Scott International Holdings

(Pty) Ltd (acquired on 1 July 2005) in respect of a contractual earn-out agreement. This amount was recognized as additional Goodwill.

Guarantees

At 31 December 2008 the Group had contingent liabilities in respect of

The company has issued a declaration of joint and several liability

Book 2 of the Netherlands Civil Code. The Group is severally liable for

all debts of the joint ventures referred to in the section entitled ‘Other

information’. In addition, the Group in the Netherlands is liable for any obligations arising under the Dutch Sequential Liability Act.

Unrecognized liabilities

None of the group companies is involved in legal proceedings, either as a plaintiff or as a defendant that would significantly affect the Group’s financial position.

guarantees provided to third parties arising in the ordinary course of business to the value of € 40.1 million (2007: € 39.7 million).

Tax risks

By virtue of its operations in various countries, the Group incurs

operational and/or tax claims. Where their effect can be reasonably estimated, such claims are provided for as soon as they arise. The

existing provisions are considered sufficient to cover the potential consequences of pending claims.

(e thousands)

51


52

Financial Statements

Financial instruments

13]

Financial instruments not disclosed and accounted for in the balance sheet

Credit risk

amounted to € 0.06 million positive (2007: € 1 million positive).

virtually no concentration of credit risk.

At 31 December 2008, the fair value of the forward exchange contracts

The maximum credit risk for the instruments included in the balance sheet at 31 December 2008 is equal to their net book value. There is

Interest rate risk

Fair value of financial assets and liabilities

risk on the balance of net current assets and liabilities in the financial

the book value. The fair value of the mortgage loan and the finance

No financial instruments were employed to hedge the interest rate year 2008.

With the execption of long-term liabilities, the fair value is equal to lease is approximately € 15.5 million (2007: € 16.1 million).

Net turnover

14]

Turnover by region

The Netherlands Africa

Europe (excluding the Netherlands) Asia

North America

Other

2008

%

2007

%

249,033

53.2

213,679

54.1

55,498

11.9

45,157

11.4

84,970 54,823 23,346

-

18.2 11.7 5.0

-

64,711 41,965 25,163

4,358

16.4 10.6 6.4 1.1

467,670

100.0

395,033

100.0

2008

%

2007

%

Water

121,151

25.9

89,652

22.7

Spatial Planning and Environment

107,769

23.0

94,406

23.9

Turnover by market

Transportation

Building and Industry Aviation

109,850 106,502 22,398

23.5 22.8 4.8

98,329 94,829 17,817

24.9 24.0 4.5

467,670

100.0

395,033

100.0

2008

%

2007

%

166,706

79.5

149,574

80.2

17,939

8.5

16,155

8.7

Staff costs

15]

Salaries and wages

Social security costs Pension costs

Profit sharing

18,350 6,842

209,837

(e thousands)

8.7 3.3

100.0

14,769 5,967

186,465

7.9 3.2

100.0


Financial Statements

Executive Board and Supervisory Board

The Executive and Supervisory Board directors were remunerated in 2008 as listed below. The amounts are exclusive of any expense

allowances. For further details, refer to the Remuneration Report on our website (www.dhv.com/corporategovernance).

2008

2007

Salary (incl. social security costs)

Variable

Pension

Total

Total

322,000

109,000

59,000

490,000

446,000

W. van Vonno, Chairman

33,600

33,200

A.B.M. van der Plas, Deputy Chairman

29,500

29,500

(in e)

Executive Board

B.M. van Ee, President

P.W. Besselink, Vice President

277,000

93,000

50,000

Supervisory Board

420,000

27,800

J.H.M. Lindenbergh

26,800

A.P.M. van der Poel

26,900

S.M. Dekker (from 1 July 2007)

-

H. Zwarts (until 31 March 2007)

364,000

29,500 26,650 13,300 8,600

Workforce by region

In the 2008 financial period there were on average 4,717 FTE’s

(2007: 3,986) employed by DHV Holding BV and its group companies. The average workforce by region is as follows: (in full-time equivalents)

The Netherlands Africa Asia

Europe (excluding the Netherlands) North America

2008

%

2007

%

2,090

44

1,965

50

829

18

707

18

1,006

572 220 4,717

21 12 5

100

685 414 215

3,986

17 10 5

100

(e thousands)

53


54

Financial Statements

Other operating costs

16]

2008 Occupancy costs

10,084

Travel and accomodation

13,348

Office expenses

Work by third parties Temporary staff

Other operating expenses

2007 9,341

14,602

10,549

18,012

14,209

21,376 9,175

11,331 18,920 5,150

86,597

69,500

2008

2007

726

634

40

90

Included in Work by third parties are fees paid to the statutory auditor of the Group for professional services relating to:

Audit fees - annual financial statements Audit fees - other Other services

125

122

891

846

2008

2007

3,084

974

The abovementioned remuneration for services to the company

and its consolidated entities were provided by accounting firms and external accountants as mentioned in Section 1, part 1 of the Act ‘Supervision Accountant Organizations’.

Net interest expense

17]

Interest income

Interest expense

(e thousands)

-6,623

-3,144

-3,539

-2,170


Financial Statements

Taxation

18]

2008

2007

Gross amount

Taxation

%

Gross amount

Taxation

%

Profit before taxation

15,728

5,638

35.8

9,965

3,156

31.7

Group profit before taxation

15,888

5,638

35.5

9,878

3,156

31.9

Explanation effective tax rate

160

Result non-consolidated participations

-87

Nominal tax rate in the Netherlands

25.5

25.5

Permanent non-taxable income

-1.6

0.2

Foreign tax rate differences

2.5

Permanent disallowed expenses

2.6

5.5

Tax losses not recognized

3.2

2.4

4.8

1.6

Adjustments for previous years

1.4

Impact of liquidating losses

-0.4

-5.8

Effective tax rate

35.5

31.9

Explanation tax expense Current year

5,658

Total current tax

5,910 -721

-2,612

Total tax expense

5,189

3,156

Tax expense per income statement

5,638

3,156

Adjustments for previous years

5,600

252

Deferred tax

Tax taken directly through equity

168

5,768

449

-

Movements in consolidated investments

19]

The following acquisitions and disposals were made in 2008:

Acquisitions Infocus B.V.

Hydroprojekt Sp. z o.o.

Stewart Scott International Holdings (Pty) Ltd. Turgis Technology (Pty) Ltd. InterVISTAS Consulting Inc. Disposals

DHV SudamĂŠrica S.R.L.

Country

Acquired/Sold

Holding at 31-12-2008

(De)consolidated from

The Netherlands

100%

100%

1 January

South Africa

5%

70%

1 January

Poland

100%

100%

1 January

South Africa

100%

100%

70%

1 October

Bolivia

-100%

0%

1 January

Canada

70%

1 April

(e thousands)

55


56

Financial Statements

Effect of Acquisitions and Disposals

20]

Acquisitions

Disposals

Total

Assets Fixed assets

5,834

-6

-

5,552

11,386

-6

11,380

Receivables

8,582

-51

8,531

Total current assets

9,931

-117

9,814

21,317

-123

21,194

Minority interest

-280

-

-280

Long-term liabilities

1,911

-14

1,897

Current liabilities

7,487

-86

7,401

Total liabilities

9,118

-100

9,018

Total shareholders’ equity

12,199

-23

12,176

Recognized goodwill

12,643

-

12,643

Total liabilities/proceeds on sale

24,842

-23

24,819

-460

23

-437

Cash and cash equivalents acquired/sold

-1,349

66

-1,283

Net cash outflow

23,033

66

23,099

Intangible fixed assets Tangible fixed assets Total fixed assets Current assets Cash and cash equivalents

Total assets

5,552

1,349

-66

5,828

1,283

Liabilities

Amounts not yet paid

(e thousands)


Financial Statements

Related parties

Other related parties

joint ventures, the Executive Board, the Supervisory Board and the

The Foundation holds about 91% of the ordinary shares. The Works

21]

Related parties comprise of participating interests, group companies, International Policy Board.

Participating interests

For a list of key participating interests, refer to to the section ‘Other

information’ on page 66. Transactions within the Group involve the mutual provision of project support services.

Joint ventures

For a list of key joint ventures, refer to the section ‘Other information’

DHV Foundation

Council, the Supervisory Board and the Executive Board jointly each appoint a member to the Foundation’s Board. DHV Trust Office

The Trust Office holds 4% of the ordinary shares issued. DHV Priority Foundation

The Priority Foundation holds one priority share.

on page 66. Transactions between the Group and these joint ventures

For further detail on the abovementioned related parties, refer

involve the mutual provision of project support services.

Other group companies

to page 70.

For a list of Group companies in which a minority interest is held, refer to the section ‘Other information’ on page 66. Transactions between

the Group and its minority interests primarily comprise the provision of project support services.

(e thousands)

57


58

Financial Statements

Company Balance Sheet Assets 2008 Fixed assets

(2)]Intangible fixed assets (3)]Financial fixed asssets

Current assets

Receivables from group companies Other receivables

Cash and cash equivalents

18,919 93,959

12,973 112,878

1,783

68,704

81,677

1,400

4,613

81

2007

842

6,477

12

2,254

119,355

83,931

2008

2007

63,227

59,883

3,373

4,646

52,755

19,402

119,355

83,931

2008

2007

Profit from participating interests

19,370

11,508

Balance of other income and expenditure after taxation

-9,975

-5,467

9,395

6,041

Equity and liabilities

(4)]Shareholders’ equity

(5)]Provisions

(6)]Current

liabilities

Company Profit and Loss Account

Net profit The company profit and loss account has been prepared in accordance with the provisions of section 402 of Book 2 of the Netherlands Civil Code.

(e thousands)


Financial Statements

Notes to the Company Financial Statements General

1]

Basis of preparation

The company financial statements have been prepared in accordance with the provisions of section 9, Book 2 of the Netherlands Civil Code.

Summary of significant accounting policies

The accounting policies for the company are the same as for the

Group.

Intangible fixed assets

2]

Goodwill

Cost

Balance at 1 January Additions Disposals

Balance at 31 December

Amortization

Balance at 1 January Amortization

Balance at 31 December

Book value 1 January

31 December

2008

2007

17,738

17,063

-

-3,358

24,759

17,738

4,765

3,931

5,840

4,765

12,973

13,132

7,021

1,075

18,919

4,033

834

12,973

(e thousands)

59


60

Financial Statements

Financial fixed assets

3]

2008

Balance at 1 January

Movement in book value

Other participating interests

Amounts owed by group companies

Total

Participating interests in group companies

Other participating interests

Amounts owed by group companies

Total

50,317

974

17,413

68,704

49,135

432

13,394

62,961

8,315

18,942

2,669

1,018

12,510

-

-2,892

-5

-42

Acquisitions/loans issued

10,316

Exchange rate movements

-2,901

Dividend of participations

-3,048

Disposals/loan repayments

Profit of participations

Balance at 31 December

311

-

-857

-6,188

19,708

-338

-72

24,075

-875

74,392

99

9 -

Shareholders’ equity

4]

The authorised share capital amounts to € 2,500,000 divided into 25,000,000 shares of € 0.10 each, of which

ordinary shares(class A and B)

cumulative preference shares priority shares

24,579,990 420,000

10

The issued share capital amounts to € 503,628 divided into 5,036,282 shares of € 0.10 each, of which

ordinary shares(class A and B)

priority shares

cumulative preference shares

5,036,281

1

For more information on the Company’s shareholding structure, refer to page 70.

(e thousands)

2007

Participating interests in group companies

-7,045

-2,371

19,298 -3,048

11,912

-10,744

-404

2,055

25,255

1,182

19,468

93,959

50,317

-

-284

-

-67

16,197

-8,449

-10,820

-

11,508

-331

-

-10,811

542

4,019

5,743

974

17,413

68,704


Financial Statements

Statement of changes in shareholders’ equity Issued share capital

Share premium

Reserve exchange rate differences

Statutory reserves

Other reserves

Total

546

6,201

-1,115

3,937

48,732

58,301

Changes in statutory reserves

-

-

-

1,379

-1,379

Profit for the period

-

-

-

-

6,041

-

-295

Balance at 1 January 2007

Movements 2007

Exchange rate differences Cumulative preference dividend Ordinary dividend

-

-

-308

-

-

-

-

Other movements

-42

-3,601

Net movement 2007

-42

-3,601

-308

Balance at 31 December 2007

504

2,600

Issued share capital

-

-

-191

-

-308

6,041

-191 -295

-22

-3,665

1,379

4,154

1,582

-1,423

5,316

52,886

59,883

Share premium

Reserve exchange rate differences

Statutory reserves

Other reserves

Total

504

2,600

-1,423

5,316

52,886

59,883

Changes in statutory reserves

-

-

-

310

-310

Profit for the period

-

-

-

-

9,395

-

-

-3,655

-

396

826

Balance at 1 January 2008

Movements 2008

Exchange rate differences Dividend paid

Purchase of shares - old shareplan

Issue of shares - new shareplan Other movements

Net movement 2008

Balance at 31 December 2008

-

-

-5,276

-

-

-

-3,655

-

430

-

-

2,854

-

-

-

-

-800

-

-

-5,276 9,395 -800

2,854

-

-371

-5,276

310

8,681

3,344

504

2,229

-6,699

5,626

61,567

63,227

(e thousands)

61


62

Financial Statements

Statutory reserves Reserve for loans to shareholders

Reserve for participating interests

Total

558

4,758

5,316

Transfer to other reserves

-558

-1,110

-1,668

Net movement 2008

-558

868

310

-

5,626

5,626

Balance at 1 January

Movements 2008

Transfer from other reserves

-

Balance at 31 December

1,978

1,978

The statutory reserve for loans to shareholders was formed for loans

provided to staff under the previous employee share ownership scheme.

Dividend proposal

Profit appropriation 2007

In the Annual General Meeting of Shareholders of 31 March 2008 the profit of 2007 was distributed as follows:

Distributed to ordinary shareholders

130

Transfer to other reserves

5,911

Profit after taxation

6,041

Dividend 2008

It has been proposed to appropriate the profit for 2008 as follows:

140

Distribution to ordinary shareholders Transfer to other reserves

9,255

Profit after taxation

9,395

Provisions

5]

Other

(e thousands)

2008

2007

3,373

4,646


Financial Statements

Current liabilities

6]

2008 198

Amounts owed to group companies

2007 80

45,172

14,567

Taxation and social security

2,574

1,496

Accruals and deferred liabilities

2,320

2,166

52,755

19,402

Amounts owed to credit institutions

368

Trade creditors

2,123

Other liabilities

315 778

Amersfoort, 3 March 2009 The Netherlands

Executive Board

Supervisory Board

P.W. Besselink, Vice President

S.M. Dekker

B.M. van Ee, President

W. van Vonno, Chairman J.H.M. Lindenbergh

A.B.M. van der Plas, Deputy Chairman A.P.M. van der Poel

(e thousands)

63


64

Financial Statements

Other information To the Annual General Meeting of Shareholders of DHV Holding B.V. Auditor’s report Report on the financial statements

We have audited the accompanying financial statements 2008 of DHV Holding B.V., Amersfoort, the Netherlands, as set out on pages 38 to 63 which comprise the consolidated and company balance sheet as at 31 December 2008, the consolidated and company profit and loss account for the year then ended and the notes.

The directors’ responsibility

The directors of the company are responsible for the preparation and fair presentation of the financial statements and for the preparation of the management board report, both in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of DHV Holding B.V. as at 31 December 2008 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

Report on other legal and regulatory requirements

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due

Amsterdam, the Netherlands, 3 March 2009

Pursuant to the legal requirement under Section 393(5)(f) of Book 2 of the Netherlands Civil Code, we report, to the extent of our competence, that the management board report is consistent with the financial statements as required by Section 391(4) of Book 2 of the Netherlands Civil Code.

PricewaterhouseCoopers Accountants N.V. P.R. Baart RA


Financial Statements

Profit appropriation Articles of association provisions governing profit appropriation

Article 22 of the Articles of Association contains the following provisions of profit appropriation: 1 The profit shall be at the disposal of the Annual General Meeting. 2 The profit shall be distributed proportionally to the holders of A and B shares. The Annual General Meeting may decide to deviate form a proportional distribution of profit. 3 Profit shall be distributed only if shareholders’ equity exceeds the paid-up and called-up capital plus the statutory reserves. 4 The Annual General Meeting may decide to pay interim dividends. 5 The Annual General Meeting may decide to make distributions on A and B shares chargeable to a reserve.

Proposed profit appropriation

The profit for 2008 is at the free disposal of the Annual General Meeting of Shareholders. It will be proposed to the Annual General Meeting of Shareholders to distribute a dividend of € 140,000 representing € 0.70 per share, to the holders of B shares. The Executive Board proposes that no dividend be distributed to holders of A shares. The remaining profit of € 9,255,000 will be added to other reserves.

65


66

Financial Statements

Participating Interests The following is a list of consolidated participating interests (unless stated otherwise, all interests are 100%): DHV B.V.

Amersfoort, the Netherlands

DHV Canada Holding Inc.

Saint John, Canada, including:

InterVISTAS Consulting Inc.

Vancouver, Canada (70%)

DHV (Beijing) Environmental Engineering Co., Ltd.

DHV Bouw en Industrie B.V.

Delcan Group Inc.

DHV China B.V.

DHV Engineering Consultancy (Shanghai) Co., Ltd.

DHV CIS B.V.

DHV CR, spol. s r.o.

DHV Global Engineering Center B.V. DHV Holding Africa (Pty) Ltd. DHV Holdings USA Inc. DHV India Private Ltd.

DHV Planetek Co. Ltd. DHV Polska Sp. z o.o.

Hydroprojekt Sp. z o.o.

DHV, S.A.

DHV SGPS, S.A. Infocus B.V.

NACO, Netherlands Airport Consultants B.V. Prokom Sp. z o.o.

PT DHV Indonesia

PT Mitra Lingkungan Dutaconsult SEED, Lda.

Stewart Scott International Holdings (Pty) Ltd. Turgis Technology (Pty) Ltd.

Eindhoven and Amersfoort, the Netherlands

Toronto, Canada (40%)*

Amersfoort, the Netherlands, including: Beijing, China

Shanghai, China

Amersfoort, the Netherlands Prague, Czech Republic

Amersfoort, the Netherlands Johannesburg, South Africa

Wilmington, Delaware, United States of America New Delhi, India

Kaohsiung, Taiwan R.O.C. (49%) Warsaw, Poland, including: Warsaw, Poland

AlgĂŠs, Portugal, including: AlgĂŠs, Portugal

Culemborg, the Netherlands The Hague, the Netherlands Warsaw, Poland

Jakarta, Indonesia (85%)

Jakarta, Indonesia (77.4%)

Maputo, Mozambique (86.7%)

Johannesburg, South Africa (70%) Johannesburg, South Africa

* consolidated proportionately

Joint Ventures Adviescombinatie Zuivering Haagse Regio (AZHR) vof

Amersfoort, the Netherlands (50%)

Infraflex B.V.

Utrecht, the Netherlands (33%)

HR / DHV vof

Ingenieursbureau Vathorst vof

Protected Storage Engineers vof TEC vof

Amersfoort, the Netherlands (50%) Amersfoort, the Netherlands (50%) Rotterdam, the Netherlands (50%)

Veenendaal, the Netherlands (33%)

Other Group companies DHV MED Ltd.

Innova Aviation Consulting LLC

Netanya, Israel (37%)

Bethesda, United States of America (28%)

Under the provision of section 363 of Book 2 of the Netherlands Civil Code, several companies in which DHV holds only minor interests have not been listed.


Risks and Risk Management

Risks and Risk Management Risk management within the DHV Group follows the principles of the Dutch Corporate Governance Code and our Business Control Framework which is based on the COSO Enterprise Risk Management Framework. Ultimately the Executive Board sees it as its responsibility to manage risks, stimulate risk awareness and identify, address, and monitor risks. Risks Risks impact the DHV Group in the following categories: market, operational, financial, and compliance. Virtually all risks are associated with the execution of projects.

Internal Control and Risk Management Systems Internal Control and Risk Management Systems are used to stimulate risk awareness and identify, address, and monitor risks. At least five times a year, the Supervisory Board meets with the Executive Board and the Director Finance & Control to discuss, among other matters, strategy, acquisitions, results, and risks. The Audit Committee monitors the observance of financial regulations, and the quality and operation of the internal control systems and risk management measures. The matters discussed by the Committee in 2008 included: improving project management, the implementation of a new Business Information System, and high-risk projects. The Supervisory Board always meets twice a year with the external accountants, who are appointed annually by the shareholders. The Internal Audit department reports directly to the President of the Executive Board and follows a program that is approved by this Board. The Internal Audit department’s activities are directed at specific aspects of the internal control measures. Its findings and recommendations are also discussed by the Audit Committee.

The Group has developed a broad set of instruments for the planning, implementation, and adjustment of its business processes: • Long-term strategy is set out in the Corporate Policy Paper, which provides the basis upon which the business groups and regions can develop their medium term plans, annual plans and budgets. During the annual planning period, scenarios are tested to enable a fast reaction to changing circumstances. • Once approved by the Executive Board, the annual plans are implemented by the management of the business groups and regions. The related powers and responsibilities are set out in an authorization matrix and in the regulations of the different levels of management. • Progress is reported monthly and quarterly. Bilateral consultations also take place frequently between the Executive Board and the management of the business groups and regions. In addition, the controllers of the business groups and regions report directly to the Director of Finance & Control. • Report guidelines and formats are laid down in a Corporate Financial Manual, with an up-to-date version available to the Group via intranet. • The Business Control Framework constitutes, at the DHV Group level, an updated and permanent reference against which the control and risk management process for projects and business components can be assessed.

Market Risks and Management The public sector is the DHV Group’s largest client group. Material changes in national and international political priorities, in central or local administrations, and in legal and regulatory frameworks, can all effect changes in longterm plans and ongoing projects, and may lead to increased competition, exposing the Group to risks. The Group does have activities in countries that are considered to be politically unstable, but they account for less than 5% of turnover. The current economic conditions present a risk to the

group. Projects can be delayed or cancelled. In order to brace ourselves for this situation maximum attention is given to optimize our staff flexibility and the ability to react quickly on changing circumstances. Market risks are mitigated by spreading turnover over various geographical regions and client groups. Prompt response to anticipated political developments and changes in legal and regulatory environments (portfolio management) can further reduce these risks.

67


68

Operational Risks and Management These risks are related primarily to the forms of contract under which the DHV Group offers its services. Forms of contract continuously undergo changes, many of which are significant. Operational risks occur during contract execution and include: • Liability Risks These risks or claims result from mistakes made in project implementation, such as design or calculation errors, or from failure to meet planning deadlines and legal or regulatory conditions. • Project Implementation Risks These risks originate from inaccurate budgeting of time and costs, delays in project implementation, and insufficient communication with the client regarding implementation and additional work. • Partner Contracts and Outsourcing DHV partners implement about 30% of its activities. The Group thus runs the risk that these partners will deliver substandard work or fail to meet deadlines. Continuous assessment of the quality of the partners during the project acceptance process takes place and we require contractual assurances also from our partners and subcontractors. • Legal Disputes Disputes between the DHV Group, clients, staff members and other stakeholders, can arise during the course of activities. As of 31 December 2008, the DHV Group was involved in 13 legal disputes. Whenever they can be estimated, provisions for these disputes have been incorporated into the financial statements for 2008 and previous years. Other operational risks arise primarily in relation to capacity management. Quick variations in demand can lead to underutilization of staff or a lack of capacity. The future availability of qualified staff is one of the main bottlenecks to the further development of the company. DHV is growing organically as well as by acquisitions. Acquisitions involve risks. To limit the risks the acquisition processes are managed centrally. A due diligence process in which also the quality of management will be assessed is part of the process. It is standard that for acquisitions outside the Netherlands local advisers will be involved in the acquisition process. Efficient operations are ever more increasingly depending on reliable and worldwide operating ICT systems. Failure or downtime of these systems has a large influence on the quality of operations and consequently the results of the Group.

The following measures have been taken to mitigate operational risks: • Internal project management procedures were tightened. • The managers of business groups and regions are responsible for project acceptance, within the limits established in the abovementioned authority matrix. Projects above a certain value require advice from the Tender Board which reviews specific risks on large projects. • Quality systems have ISO 9001:2000 certification, providing guidelines for the structuring of project tendering and implementation, and the setting of guidelines for the timely involvement of partners and consultants. • Project implementation risks are insured under corporate and professional liability policies – the latter’s non-insured deductible amounts to € 450,000 per annum. • To enable quick adoption of changing market circumstances, the group strives for flexibility by hiring a certain percentage of staff for a fixed period and, if and when possible, also use temporary staff. • To ensure flawless operations of the worldwide ICT systems, the Group has outsourced its ICT system to an international ICT service provider.


Risks and Risk Management

Financial Risks and Management Foreign exchange risks are limited since revenues and expenditures are made in the same currency as a rule. Translation risks are relatively minor and are therefore not hedged. The DHV Group’s largest investments outside the Netherlands are its shareholdings in the Canadian, South African, and Polish subsidiaries. The amount of short-term interest bearing liabilities is small, thus minimizing interest risks. Long-term liabilities carry longterm, fixed interest rates. Goodwill payments have been capitalized since 2002 and, in principle, is amortized over a twenty-year period. If acquired companies do not meet our expectations – thus no longer justifying the capitalized goodwill – an additional component of the goodwill is impaired. Obligations derived from a limited number of ‘defined benefit’ pension schemes involving a small number of participants have been included in the balance sheet. All other pension schemes are based on a collective ‘defined contribution’

scheme. As a result, the Group’s exposure to pension risks is limited. The DHV Group’s financing requirements for working capital are extremely season dependant: strong fluctuations can increase the risk of illiquidity. Taxes are included in the annual financial statements, based in part on substantiated estimates. However, these could be different from the final assessments made by the tax authorities. Foreign exchange risks are limited since revenues and expenditures are made in the same currency as a rule. When this cannot be done, foreign exchange risks are hedged where possible. The amount of short-term interest-bearing liabilities is small, thus minimizing interest risks. If required, interest-hedging instruments will be used. Long-term liabilities carry long-term, fixed interest rates. To cover the illiquidity risks from fluctuations in financing requirements, the DHV Group has signed credit agreements with its bankers.

Compliance Risks and Management Doing business in a socially responsible manner and with integrity is increasingly important for the reputation of a company. Non-compliance with local legal and regulatory prescriptions can be damaging to a business’ reputation and thus have a great impact on its results.

The following measures have been taken to manage compliance risks: • Every year managers sign a Letter of Representation in which they explicitly accept responsibility for the compliance with internal rules and external legal and regulatory stipulations. • The DHV Group has instituted a Business Integrity Management System which lays down clear guidelines and rules of conduct regarding integrity. • The Compliance Officer monitors the observance of the Business Integrity Principles. • Every quarter, risk and compliance matters are reported. • A whistle-blower scheme protects staff members who draw attention to business conduct that conflicts with our business integrity principles. • Increasingly, client contracts include a Declaration of Integrity – this is a standard requirement in contracts with partners and subconsultants.

The Executive Board believes, on the basis of the above measures, that the operation of the risk management systems, as it affects the composition of the financial statements, provides a reasonable level of certainty that these statements do not contain any significant inaccuracies. Thanks to the ongoing measures aimed at improving, among other things, project control, the tightening of Business Integrity Principles and the greater focus on a smaller number of geographical areas, the Executive Board is confident that the internal control and risk management systems will function as designed in 2009.

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Shareholding Structure

Shareholding Structure The shares in DHV Holding B.V. are held by three organizations: DHV Foundation, DHV Priority Foundation, and DHV Trust Office. This shareholding structure has its origins in a 1977 agreement, which establishes that management (Executive Board and Supervisory Board) and labor (the Works Council) have joint control over the share capital. Originally, the Executive Board, the Supervisory Board and the Works Council formed the only shareholders, known as the Stichting DHV (DHV Foundation). In 1998 the decision was taken that

the composition of the DHV Foundation would consist for the most part of independent individuals, in the interest of transparent governance. To ensure that management and labor remained involved in any substantial changes in the shareholding structure, the Stichting Prioriteit DHV (DHV Priority Foundation) was established and placed under the management of representatives of the original parties. The Stichting Administratiekantoor DHV (DHV Trust Office) administers the depositary receipts issued for shares to staff members.

Stichting DHV (DHV Foundation) Objective: to manage the A shares in DHV Holding B.V. Composition of the Board: 1. J.C. Blankert (Chairman), appointed by 2+3+4+5 2. H. Zwarts, appointed by the EB/SB* 3. M.P. van Gemund, appointed by the WC* 4. R. den Besten, appointed by 2+3 5. M. Usta, appointed by 2+3

This foundation holds 4,580,000 A shares, which is approximately 90.9% of the ordinary shares issued.

Stichting Prioriteit DHV (DHV Priority Foundation) Objective: to manage the priority shares of DHV Holding B.V. Composition of the Board: 1. A.B.M. van der Plas (Chairman), appointed by 2+3+4+5 2. V. Prins, appointed by the EB/SB 3. B.M. van Ee, appointed by the EB/SB 4. J.A.M. Tromp, appointed by the WC 5. G.J.P.J. Laseur, appointed by the WC

This foundation holds one priority share in DHV Holding B.V., which gives it the right of prior approval over any decisions regarding the issue and transfer of DHV Holding B.V. shares, mergers, public offerings, amendments in the articles and winding-up of DHV Holding B.V., as well as amendments in the articles and winding-up of the DHV Foundation and the disposal of A shares by the DHV Foundation.

Stichting Administratiekantoor DHV (DHV Trust Office) Objective: to manage the B shares in DHV Holding B.V., and issue depositary receipts of shares to eligible DHV Group staff members. Composition of the Board: 1. M. de Veer (Chairman) 2. J.M. van den Heuvel 3. F.T. van der Molen

* EB = Executive Board, SB = Supervisory Board, WC = Works Council

The officers are appointed by the general meeting of holders of depositary receipts. A new Board will be appointed by the general meeting in March 2009. This foundation holds 200,700 B shares, which is approximately 4% of the ordinary shares issued. DHV Holding B.V. holds 255,581 B shares or approximately 5.1% of the ordinary shares issued.


Structure and Management DHV Group

Structure and Management DHV Group

Executive Board: B.M. van Ee (President) P.W. Besselink (Vice President) DHV B.V. (The Netherlands) DHV Global Engineering Center B.V. (India) DHV NPC B.V. (The Netherlands) DHV CR, spol. s r.o. (Czech Republic) DHV MED Ltd. (Israel) DHV Planetek Co. Ltd. (Taiwan) DHV Representative Office (Vietnam) NACO, Netherlands Airport Consultants B.V. (The Netherlands) SADECO (Saudi Arabia) InterVISTAS Consulting Inc. (Canada, USA, UK, The Netherlands) DHV Polska Sp. z o.o. (Poland) Prokom Sp. z o.o. (Poland) Hydroprojekt Sp. z o.o. (Poland) DHV, S.A. (Portugal) DHV China B.V.

DHV (Beijing) Environmental Engineering Co., Ltd. (China)

DHV Engineering Consultancy (Shanghai) Co., Ltd. (China)

DHV India Private Ltd. (India) PT Mitra Lingkungan Dutaconsult (Indonesia) Stewart Scott International Holdings (Pty) Ltd. (South Africa)

SSI (South Africa, Botswana, Zimbabwe)

Panafcon Ltd. (Kenya)

SEED, Lda. (Mozambique)

Turgis Technology (Pty) Ltd. (South Africa, United Kingdom) Delcan Group Inc. (Canada, USA, Hong Kong)

Intelligent Devices, Inc. (USA)

PGL & Delcan Israel (Israel)

BUSINESS GROUPS

REGIONS

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DHV HOLDING B.V.

(April 2009)

Wat er P.C.A .M. v an H elvoo rt Buil ding E.A. G and Indu r端te r stry Env i Tra ronm V. Prnsportent and atio ins n Avia ti R.Th on . Ove rakk er

Operational Organization Scheme

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Addresses DHV Group Executive Board: B.M. van Ee (President) P.W. Besselink (Vice President) Corporate Business Development: C.M. Engelsman Corporate Initiatives: M.G. Donehoo Finance and Control: J.T. van Manen Internal Audit: D.G. van Klaveren Legal Affairs: J.C. Overbosch Laan 1914 no 35 3818 EX Amersfoort P.O. Box 219 3800 AE Amersfoort The Netherlands T +31 33 468 37 00 E info@dhv.com www.dhv.com

The Netherlands DHV Management: E.A. Grüter, P.C.A.M. van Helvoort, V. Prins Laan 1914 no 35 3818 EX Amersfoort P.O. Box 1132 3800 BC Amersfoort T +31 33 468 20 00 E info@dhv.com www.dhv.com DHV also has offices in Bergen op Zoom, Deventer, Eindhoven, Groningen, Maastricht, Rotterdam, The Hague, and Zaandam. DHV NPC Management: R.P. Mulder Stationshal 17 3511 CE Utrecht Postbus 2202 3500 GE Utrecht T +31 88 671 21 46 E npc.info@npc.eu www.npc.eu DHV NPC also has offices in Amsterdam, Eindhoven, Rotterdam, and Zwolle. NACO, Netherlands Airport Consultants Management: R.Th. Overakker Anna van Saksenlaan 10 2593 HT The Hague P.O. Box 93056 2509 AB The Hague T +31 70 344 63 00 E naco-haag@naco.dhv.com www.naco.nl InterVISTAS Management: J.C.J. Mohrmann Anna van Saksenlaan 10 2509 AB The Hague T +31 70 344 64 49 E info@intervistas.com www.intervistas.com

Participating interests Infraflex St. Jacobsstraat 6-8 3511 BR Utrecht T +31 30 223 97 99 E werken@infraflex.nl www.infraflex.nl Protected Storage Engineering (PSE) P.O. Box 151 6500 AD Nijmegen T +31 24 328 46 43 E info@psengineers.nl www.psengineers.nl Tunnel Engineering Consultants (TEC) P.O. Box 108 6500 AC Nijmegen T +31 24 382 04 30 E info@tec-tunnel.com www.tec-tunnel.com

Europe CZECH REPUBLIC DHV CR Management: R. Gill Meteor Office Park Sokolovská 100/94 CZ-186 00 Praha 8 T +420 236 080 550 E dhvcr@dhv.com www.dhv.cz DHV CR also has offices in Brno and Ostrava. POLAND DHV POLSKA Management: C. Luczak ul. Domaniewska 41 02-672 Warszawa T +48 22 606 28 02 E dhv.polska@dhv.com www.dhv.pl Prokom Management: K. Bytomski ul. Czerniakowska 71 00-718 Warszawa T +48 22 851 43 12 E prokom@prokom.waw.pl www.prokom.waw.pl Hydroprojekt Management: D. Gronek ul. Dubois 9 00-182 Warszawa T +48 22 635 48 84 E biuro@hydroprojekt.com.pl www.hydroprojekt.com.pl Hydroprojekt also has offices in Sosnowiec and Wloclawek. PORTUGAL DHV Management: P. Braga Rua Dr. António Loureiro Borges, 5-4° Arquiparque - Miraflores 1495-131 Algés T +351 21 412 74 00 E info-pt@dhv.com www.dhv.pt DHV also has an office in Oporto.

UNITED KINGDOM InterVISTAS Management: I. Kincaid 26 York Street London, W1U 6PZ T +44 208 144 1835 E info@intervistas.com www.intervistas.com

INDIA DHV Global Engineering Center Management: J. Boerefijn India Branch Office 13 & 14, I Block SDF Noida Special Economic Zone Noida – 201 305 T +91 120 430 50 00 E jan.boerefijn@dhv.com

Near East

DHV India Management: M.S. Prakash B-1/I-1, 1st Floor Mohan Cooperative Industrial Estate Main Mathura Road New Delhi - 110 044 T +91 11 40539303-06 E info.dhv-india@dhv.com www.dhvindia.com

ISRAEL DHV MED Management: Y. Yinon 1 Gad Manela st. P.O. Box 8058 New Industry Zone Netanya 42504 T +972 98 85 23 12 E contact@dhvmed.com www.dhvmed.com

DHV India also has offices in Bangalore, Chennai, Hyderabad, and Lucknow.

PGL & Delcan Israel Management: D.H. Smith 9 Hamasger Street Tel Aviv 67776 T +972-3 791-4111 E pgl@pgl.co.il www.pgl.co.il

INDONESIA Mitra Lingkungan Dutaconsult Management: S. Hadiprayitno, D. Fadilah, Hendarti Ventura Building, 4th floor, Suite 405 Jl. R.A. Kartini No. 26 (Outer Ring Road) Cilandak – Jakarta 12430 P.O. Box 1015 Jakarta Selatan 12010 T +62 21 7504 605 E info.mld@dhv.com www.mld.co.id

Asia Director Asia: A.J.M. Galavazi Level 27, Prudential Tower 30 Cecil Street Singapore 049712 T +65 6725 6266 E arnold.galavazi@dhv.com CHINA DHV (Beijing) Environmental Engineering Co. Management: D. Ji West 3rd floor, Building 8, Wanguocheng No. 1 Xiangheyuan Road Dongcheng District Beijing 100028 T +86 10 84 40 84 42 F +86 10 84 40 79 89 E info@dhv.cn www.dhv.cn

DHV Engineering Consultancy (Shanghai) Co. Management: T.W.A. Jeanné Floor 25, Building 19, Phenix Park of Shanghai Caohejing Hi-Tech Park No. 1515 Gumei Road Shanghai 200233 T +86 21 60910699 E info.sh@dhv.com www.dhv.cn DHV Engineering Consultancy (Shanghai) also has offices in Guangzhou and Tianjin. HONG KONG Delcan Management: J. Lam Unit 11-12, Level 35, Tower 1 Millennium City 1 388 Kwun Tong Road Kwun Tong, Kowloon T +852 2836 3191 E info@delcan.com www.delcan.com

An up-to-date overview of addresses can be found on our website: www.dhv.com/offices

SAUDI ARABIA SADECO Management: L. de Boer Dar al-Hijaz Building No. 2 5th Floor – Apartment No. 25 Prince Mohamed bin Abdulaziz Street (Tahliya Street) P.O. Box 2320 Jeddah 21451 T +966 26 679 071 E info@naco-jeddah.com.sa TAIWAN DHV Planetek Management: C.F. Su, W.K. Liu 4F, 505, Chung Shan 2nd Road Kaohsiung, 801 T +886 72 15 05 08 E planetek@ms7.hinet.net www.dhvplanetek.com.tw DHV Planetek also has an office in Taipei. VIETNAM DHV Representative Office Management: D.H. Bac 7 th Floor - Artexhouse Building 2A Pham Su Manh Street Hoan Kiem District Hanoi T +84 4 39363 889/ 878 E info@dhv.com.vn


Africa

North America

BOTSWANA SSI Management: G.G. Ramarinyaneng 1st Floor, Modiri House Plot 22076 Gaborone West P.O. Box 1517 Gaborone T +267 395 2557 E ssibots@ssi.co.bw www.ssi-dhv.com

CANADA Delcan Management: J.A. Kerr 625 Cochrane Drive, Suite 500 Markham Ontario, L3R 9R9 T +1 905 943 0500 E info@delcan.com www.delcan.com

KENYA Panafcon Management: R.O. Okello Wood Avenue No 1/779 (off Arwings Kodhek Rd) P.O. Box 53147 00200 City Square Nairobi T +254 20 387 1017/18/20 E info@ssi.co.ke www.ssi-dhv.com MOZAMBIQUE SEED Management: H. Cardoso Rua de Kassuende, 118 - 8° andar Maputo T +258 21 48 5917/ 18 E seed@seed.co.mz www.seed.co.mz SOUTH AFRICA SSI Management: N. Bhojaram Country Club Estate 21 Woodlands Drive Woodmead 2191 P.O. Box 867 Gallo Manor 2052 Gauteng T +27 11 798 6000 E corporate@ssi.co.za www.ssi-dhv.com SSI also has offices in Bedfordview, Bloemfontein, Cape Town, Durban, East London, George, Kimberley, Knysna, Ladysmith, Mafikeng, Mossel Bay, Newcastle, Nelspruit, Pietermaritzburg, Plettenburg Bay, Polokwane, Port Elizabeth, Port Shepstone, Pretoria, and Richards Bay. Turgis Consulting Management: R. Wilson Building 1 299 Pendoring Road Blackheath 2195 P.O. Box 1995 Northcliff 2115 T +27 11 476 22 79 E turgis@turgis.co.za www.turgis.co.za ZIMBABWE SSI Management: H. Rapson 10th Floor, Pax House 87-89 Kwame Nkrumah Ave P.O. Box 1748 Harare T +263 4 79 7108/9 E sshre@ssi.co.zw www.ssi-dhv.com

Delcan also has offices in Calgary, Hamilton, Kingston, Kitchener, London, Niagara Falls, Ottawa, Vancouver, and Victoria. InterVISTAS Management: G. Bruno 1200 West 73rd Avenue, Suite 550 Vancouver, B.C. V6P 6G5 T +1 604 717 1800 E info@intervistas.com www.intervistas.com InterVISTAS also has offices in Montreal, Ottawa, Toronto, and Winnipeg. UNITED STATES OF AMERICA Delcan Management: J. Brahm, L. Yoshida 650 E Algonquin Road Suite 104 Schaumburg Illinois 60173 T +1 847 925 01 20 E info@delcan.com www.delcan.com Delcan also has offices in Atlanta, Austin, Coral Springs, Denver, Los Angeles, Salem, Thousand Oaks, and Washington DC. Intelligent Devices Management: B. Mulligan 4411 Suwanee Dam Road Suite 510 Suwanee, GA 30024 T +1 770 831 3370 E info@intelligentdevicesinc.com www.intelligentdevicesinc.com InterVISTAS Management: J. Ash 1615 L Street NW Suite 910 Washington, DC 20036 T +1 202 457 0212 E info@intervistas.com www.intervistas.com InterVISTAS also has offices in Chicago and Vienna.

Latin America GUATEMALA DHV Guatemala Management: J.M. Solares Km. 8.6 Antigua Carretera a El Salvador Centro Corporativo Muxbal, Torre Este, 6to. nível Santa Catarina Pínula T +502 6637 2221 E dhvguatemala@dhv-ca.com www.dhv-ca.com

Publisher DHV Group P.O. Box 219 3800 AE Amersfoort The Netherlands T +31 33 468 37 00 www.dhv.com Dutch Trade Register DHV Holding B.V. 31021655 Production, editing, and design DHV Communications +31 33 4682015 communications@dhv.com Printing and binding Service Point Nederland Paper FSC Fastprint Gold 120gr/m2 (exterior 250gr/m2) Publication date April 2009 Photography cover: Skyline City, Mircea Plijter, DHV, Rjikswaterstaat inside: DHV, Nigel Young Foster+Partners, DHV, DHV, DSM, DHV page 8: Judith van IJken page 10: Corné Bastiaansen page 11: Dirk Verwoerd/Lighthouse Productions page 12: Cyclomedia, Nigel Young Foster+Partners page 13: DHV, Delcan, SSI, Alle Hosper page 14: DHV, Park4All, DHV page 15: Capital Photos, DHV page 17: WFA/Reuters, DHV, SSI, Your Captain Luchtfotografie page 19: DHV, Ad Nuis page 20: DOSCO, DHV, DHV page 21: Gijs Kroes, DHV, DHV page 22: NACO page 23: DHV page 24: DSM, DHV, DHV page 25: SSI page 26: Delcan page 27: see cover page 28: Rijkswaterstaat page 29: DHV, SSI, Stadsarchief Amsterdam (Doriann Kransberg), WFA/Reuters, DHV page 30: Ahold, DHV, Murray & Roberts Marine, DHV page 31: Mircea Plijter page 32: DHV page 33: DHV, SSI, DHV, Delcan, DHV page 34: Corus, DHV, Picture Productions/ Hans Hebbink, DHV, Perkins+Will page 35: Skyline City page 36: NACO page 37: Regina Airport Authority, SSI, NACO, Alfred Molon This Annual Report is also available in Dutch. A copy can be requested per e-mail to communications@dhv.com or call +31 33 4682015. Annual Report: www.dhv.com/annualreport Corporate Responsibility Report: www.dhv.com/cr-report


Our mission is to provide multidisciplinary services for the sustainable development of our living environment, in a close relationship with clients, employees and partners, based on mutual loyalty, while providing a solid return to our shareholders.

DHV Group P.O. Box 219 3800 AE Amersfoort The Netherlands T +31 33 468 37 00 E info@dhv.com www.dhv.com


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