2007 - zonebourse.com · AUDIT REPORT ... (Immobilière des Deux Maisons): This project, ... promotion, in 2007 ATENOR GROUP finalised the sale of its last three participating interests

Financial Report2007

For further information :

Avenue Reine Astrid, 92 B-1310 La Hulpe

Tel. : + 32 2 387 22 99 Fax : + 32 2 387 23 16

Website : www.atenor.be e-mail : [email protected]

VAT BE 0403 209 303 RPM Nivelles

Investor Relations : Sidney D. Bens, Finance DirectorTel. : + 32 2 387 22 99 Fax : + 32 2 387 23 16e-mail : [email protected]

Financial Report 2007 / Atenor Group / 1

Statement of compliance with the IFRS:

ATENOR GROUP has drawn up its consolidated annual accounts in compliance with the international accounting standards (IFRS) and the interpretations of the IFRIC in force as at 31 December 2007, as they were approved by the European Commission.

MANAGEMENT REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

CONSOlIDATED INCOME STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

CONSOlIDATED bAlANCE ShEET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

CONSOlIDATED CASh FlOw STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

CONSOlIDATED STATEMENT OF ChANGES IN EqUITy . . . . . . . . . . . . . . 9

NOTES TO ThE CONSOlIDATED FINANCIAl STATEMENTS . . . . . . . 10

Note 1: Principal accounting methods ....................................10

Note 2: Segment reporting ......................................................13

Note 3: Operating results ........................................................14

Note 4: Personnel charges ......................................................14

Note 5: Other operating expenses ..........................................14

Note 6: Financial results .........................................................15

Note 7: Income taxes ................................................................15

Note 8: Capital ..........................................................................16

Note 9: Profit and dividend per share .....................................17

Note 10: Goodwills and intangible assets ..............................17

Note 11: Property, plant and equipment .................................18

Note 12: Investment property .................................................19

Note 13: Investments consolidated by the equity method ....20

Note 14: Inventories .................................................................20

Note 15: Financial assets .........................................................21

Note 16: Deferred tax assets and liabilities ...........................22

Note 17: Other current and non-current assets ....................22

Note 18: Provisions, risks and contingent liabilities .............23

Note 19: Disputes .....................................................................23

Note 20: Financial liabilities and payables ............................24

Note 21: Employee benefits .....................................................26

Note 22: Result of discontinued operations ...........................27

Note 23: Assets/liabilities held for sale .................................27

Note 24: Risks management ...................................................28

Note 25: Event after the balance sheet date ..........................29

Note 26: Commitments and contingent liabilities .................30

Note 27: Structure of the Group ..............................................31

AUDIT REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ANNUAl ACCOUNTS OF ATENOR GROUP S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

Summary

2 / Atenor Group / Financial Report 2007

Management report to the Annual General Meeting of Shareholders on 25 April 2008

ladies and Gentlemen,

we have the honour of presenting to you the Management Report of your company’s 97th financial year and of submitting for your approval the Annual Accounts as at 31 December 2007, along with our propos-als for the allocation of profits.

The consolidated results for 2007 are considerably up on the consoli-dated results for 2006 and constitute a new record for the group (35.41 million euro compared to 13.63 million euro in 2006).

These earnings come mainly from the sale of shares in the three companies PRESIDENT A, b and C (President project in luxembourg, 29,890 m²) releasing a positive contribution over the 2007 financial year of 28.55 million euro. The results were also influenced by the completion of the Pixel works (luxembourg) and the renting of 100% of its office space.

Turnover, revenue from the ordinary activities and operational profit (loss)

The turnover is established at 33.92 million euro, a decrease from 44.83 million euro further to the reclassification in “Post-tax profit (loss) of discontinued operations” of the companies IMAG, PUblIMAIl and D’SIDE.

This turnover mainly incorporates the delivery of the Pixel project, the state of progress of the construction of the President project, the rent received on the I.D.M. site (Media Gardens project) and the turnover from the CROwNE PlAZA hotel.

Table of key consolidated figures Audited accounts

In thousands of EUR 2007 2006

Results

Net consolidated result (group share) 35,414 13,626

Profit per share (in €) 7.03 2.70

Number of shares 5,038,411 5,038,411

Balance sheetTotal assets 239,002 232,206

Closing value of cash accounts in balance sheet 94,448 38,021

Net cash 42,734 -36,137

Total of consolidated equity 103,057 75,830

Dividend proposed (€)Gross dividend per share 2.60 1.30

Net dividend after 25% withholding 1.95 0.98

Net dividend with VVPR strip 2.21 1.11

The other operating income includes the earnings from the transfer of the PRESIDENT companies sold in May 2007 to COMMERZ REAl (28.55 million euro).

After the provisional acceptance of the Pixel project and thanks to the success of the marketing of the rental areas (100%), this project con-tributed to the consolidated operating income in the amount of 4.85 million euro.

ATENOR GROUP benefited in 2007 from the payment of two sections of the compensation for its claims in the D.R.C., thus releasing a contribution to the result from operating activities (EbIT) of 2.34 mil-lion euro.

Moreover, ATENOR GROUP decided to carry out a reduction of value on the balance of its receivable in regard to IMAG in the amount of 2.34 million euro net of deferred taxes.

Further to these operations, the result from operating activities is established at 31.04 million euro.

In compliance with IAS 12 (deferred taxes), ATENOR GROUP booked active and passive tax latencies contributing positively to the consoli-dated results after taxes in the amount of 2.24 million euro.

The continuing success of the real estate promotion activities allowed the ATENOR group to achieve a record net income (group share) of 35.41 million euro.

Net cash

As at 31 December 2007, the group has 42.73 million euro net cash, compared with the net indebtedness of 36.14 million euro as at 31 December 2006. These liquid assets come mainly from the sale of the President project in May 2007, from the second instalment of the IMMO STEIChEN securities (Pixel project), from the compensation coming from the D.R.C. and from the partial reimbursement of the advances granted to IMAG.

Consolidated equity capital

Following the exercise, in January 2007, of 34,825 share options vested in 2000 and 2001, ATENOR GROUP increased its authorised capital to 855,713.00 euro; the new subscribed authorised capital is fixed at 38,879,547.69 euro and is represented by 5,038,411 shares without designation of nominal value.

Own shares

During 2007, ATENOR GROUP acquired 50,827 own shares. As at 31 December 2007, ATENOR GROUP holds 50,827 own shares acquired at an average price of 41.79 euro for a total amount of 2.12 million euro. These shares are intended to cover the 2007 options plan.


Projects in the portfolio

In 2007 and the beginning of 2008, ATENOR GROUP continued the development of its portfolio of real estate projects, enriching it with five new projects while enlarging its field of action to Central Europe:

In the Grand Duchy of Luxembourg,

PRESIDENT: In May 2007, ATENOR GROUP sold to COMMERZ REAl the companies PRESIDENT A, b and C, owners of land located on the Plateau of Kirchberg and on which an office building complex (29,890 m²) is currently under construction. In 2007 this operation released a net contribution to the group’s other operating income of 28.55 million euro; additional profits will be recorded until 2009 as a function of the evolution of the development of the building (construc-tion, rental).

PIXEL: In September 2006, ATENOR GROUP sold its participating interest in the company IMMO STEIChEN (owner of the land and of the Pixel development) to the German Investment Fund UNION INVESTMENT (formerly DIFA). The works were accepted in November 2007 and all the office areas have been rented.

In Belgium,

SOUTH CITY: ATENOR GROUP holds 40% of this project, located in brussels near the Midi railway station (in partnership with ESPACE-MIDI and b.P.I.); the project concerns the construction of a mixed set of 40,010 m² of offices, commercial spaces and a hotel (142 rooms). The urban planning permits were issued in December 2007 and the works are under way. A significant part of the office spaces have already been the object of a long-term lease contract, confirming the interest that this district, which is being completely revitalised, is exciting.

MEDIA GARDENS (Immobilière des Deux Maisons): This project, being carried out by ATENOR GROUP on the site with a total area of 1.2 hectare currently occupied by its former subsidiary MATERMACO in Schaerbeek, concerns a total of 289 residential units (around 27,000 m²) distributed over five sets of 4 to 6 storeys within an island of greenery. The application for a permit was submitted in July 2007. An agreement in principle was concluded in November 2007 with the Sicafi (unit trust) AEDIFICA with a view to the transfer to the latter of one of the phases of the project including a block of 75 residential units.

PREMIUM: This exceptional 1.25 hectare site located along the Canal at the level of the quai de willebroeck, in the extension of the Espace Nord, is intended to accommodate a mixed set of residential units, offices and commercial spaces of more than 70,000 m². The major part of the residential units should be located in a building with a refined architectural design which meets the highest criteria in terms of environmental compatibility. The contacts are continuing with the authorities with a view to working out a consensus on this project, which will contribute to the upgrading of this unique space in brussels, both from an urban planning and from an economic point of view.

BRUSSELS EUROPA: The hotel EUROPA CROwNE PlAZA located in the heart of the European quarter contributed to the consolidated turnover with 9.58 million euro in 2007 and made an operating income that was largely positive. ATENOR GROUP is continuing the hotel operation while examining the alternatives for this activity and the prospects for development of this exceptional site. One of the projects was presented to the press in June 2007 and proposes the develop-ment of a tower building offering a convivial mixed space at its base.

VICTOR: In November 2007, ATENOR GROUP became the buyer of a 2,300 m² plot of land benefiting from an exceptional location across from the high-speed railway station (Place Victor horta). ATENOR GROUP will consult in the near future with the authorities with juris-diction about developing a high-quality real estate project that fits in harmoniously with the area of Place horta.

VUE SUR HAIN: This company, acquired by ATENOR GROUP in November 2007, is the owner of a 2 hectares plot of land located at the entrance to braine-le-Château on the outskirts of brussels. After consultation with the local authorities, an application for a permit concerning the construction of 82 residential units (houses and apart-ments – 9,365 m²) in a spirit of sustainable development was submit-ted in January 2008.

Exit from Private Equity

In conformity with its strategy of refocusing its activity on real estate promotion, in 2007 ATENOR GROUP finalised the sale of its last three participating interests in Private Equity (IMAG, D’SIDE and PUBLIMAIL). In July 2007 IMAG itself sold its subsidiary AGV to the Italian DAINESE group. In compliance with IFRS 5, the result of these companies is taken up in 2007 on the line “Post-tax profit (loss) of discontinued operations”.

Important events occurring since closure

The board of Directors of 3 March 2008 approved the issuing of a stock option plan intended for the members of staff and employees of the group. This plan concerns a total of 51,700 existing shares, and therefore will not give raise to the issuing of new shares. The options will be exercisable starting in March 2012, at a price corresponding to the average of the quotes of the 30 days preceding the issue.

Prospects for 2008

In March 2008, ATENOR GROUP announced that agreements in prin-ciple had been reached on the development of three new real estate projects in bucharest, budapest and Namur.

Entirely refocused on its activity as a real estate promoter, ATENOR GROUP therefore started off the year 2008 with a portfolio – balanced as to allocations, locations and stages of progress – of 10 projects under way, for a total area of more than 300,000 m² in development (compared with 6 projects and 175,000 m² at the beginning of 2007).

The financial year 2008 will be positively influenced by the revenue connected with the continuation of the construction of the President project in luxembourg.

In the absence of unforeseen negative events, ATENOR GROUP should realise a result at least equal to the result for 2007.

Stock Option Plan 2007

On 31 May 2007, the board of Directors approved the issuing of a stock option plan destined for members of staff and group employ-ees. This plan concerns a total of 48,300 existing shares and will therefore not give raise to the issue of new shares. The options are exercisable as of March 2011 at a price of 42.35 euro per share.


Application of the International Accounting Standards (IFRS)

The financial information of 2007 is now agreed and published in accordance with the new IFRS standards.

Allocation of profits (Corporate results of Atenor Group s.a.)

ATENOR GROUP s.a.’s statutory annual accounts show a corporate earning for the tax year of K€ 69,524. This result is derived mainly from the sale of shares in PRESIDENT, the profit from which is acknowledged in consolidation on the basis of accounting principles set forth in the appendix to the consolidated accounts as a function of project progress.

your board proposes you to approve the annual accounts as at 31 December 2007 and allocate the corporate financial year’s profits of ATENOR GROUP s.a. as follows:

Profit for the year K€ 69,524Profit carried forward K€ 18,225Profit to be allocated K€ 87,749

Transfer to the legal reserve K€ 86Directors’ entitlements K€ 150Capital remuneration K€ 13,100Profit to be carried forward K€ 74,414

The board of Directors will propose to the General Assembly of the Shareholders of 25 April 2008 the payment, under the heading of the 2007 financial year, of a gross dividend of 2.60 euro as a 100% increase; that is, a dividend net of withholding (25%) of 1.95 euro per share and a dividend net of withholding (15%) of 2.21 euro per share accompanied by a VVPR strip. Subject to the approval by the Ordinary General Assembly, the dividend will be paid out starting on 30 April 2008. The financial service of Atenor Group is provided by the follow-ing banks:

- DEXIA- ING- Degroof bank

The payment to the registered shareholders will be made by bank transfer.

Principal risks and uncertainties

ATENOR GROUP is a company that holds investments in companies developing real estate projects while it also develops real estate prop-erty promotions itself.

ATENOR GROUP is faced with the risks and uncertainties inherent in this activity, and especially the changes in international economic trends and the markets in which the buildings are established, and the changes in the bases of the financial markets, such as interest rates and the volume of funds intended for investment.

The board of Directors is attentive to the analysis and the manage-ment of the different risks and uncertainties to which ATENOR GROUP and its subsidiaries are subject.

More specifically, the board of Directors sets out three identified risks with which ATENOR GROUP is confronted:

1) In the context of the tax dispute involving the so-called “liquidity Companies”, which could concern more than 700 companies in belgium, major charges were brought against certain of the Group’s former subsidiary companies; these companies had been sold to investors, introduced and recommended to ATENOR GROUP by intermediaries and banking institutions of repute. It transpired that these investors might have embezzled the liquidi-ties of the acquired companies, and failed to fulfil their tax obliga-tions by not proceeding with any reinvestment as announced.

These tax disputes, which do not relate to ATENOR GROUP directly, have in certain cases given place to criminal complaints or civil proceedings, mainly against the buyers and the interven-ing banks, but in which ATENOR GROUP, as the seller of these companies, could be involved. ATENOR GROUP, which fully and honestly co-operated in the investigations carried out by the legal and tax authorities, has not committed any fraud either with regard to tax law or to company law, and is confident that it will have its good faith recognized.

2) In the context of the disposal of the NORTh GAlAXy shares, ATENOR GROUP has assumed NORTh GAlAXy’s commitments relating to the payment of the Variable Part of the acquisition price of the land; these commitments were honoured in full dur-ing 2005.

however, ATENOR GROUP is facing a number of claims concern-ing the amount of this Variable Part. These allegations are with-out foundation and cannot furthermore be validly raised in view of the applicable contractual provisions. They have not therefore been made the subject of a provision.

3) Finally, ATENOR GROUP was notified in December 2006 of the introduction of an action brought against the Group in luxembourg by a luxembourg family group. An association with this group with a view to implementing the President project was envisaged in 2004 but did not take concrete form. ATENOR GROUP had not had any contact with this promoter since the summer of 2005. At present it maintains that it has a claim on the share of the profits to be realised by ATENOR GROUP on the President project.

ATENOR GROUP is convinced of the absence of any foundation for the action directed against it; this position has been confirmed by its legal advisors at the end of a detailed analysis of the case. The plaintiff has not expedited the procedure for several months.

Evolution of the dividend (in EUR)

3

2.5

2

1.5

1

0.5

097 98 99 00 01 02 03 04 05 06 07

0.6

2.6


Administration - Corporate Governance

The Annual General Meeting of 27 April 2007 appointed lUXEMPART s.a. represented by Mr François Tesch and Stéphan SONNEVIllE s.a., represented by Mr Stéphan Sonneville as directors.

On 27 April 2007, the board of Directors acknowledged the resigna-tion of Mr Aldo Vastapane as director.

On 31 May 2007, the board of Directors appointed Mr Frank Donck as Chairman of the board of Directors. It also took the decision to entrust delegation to the daily management to Stéphan SONNEVIllE s.a. represented by Mr Stéphan Sonneville.

On 18 June 2007, the board of Directors acknowledged the resigna-tion of 3D s.a. represented by Mr Rudy broeckaert.

your board proposes that you give a release from their mandate to the directors and to the auditor for the financial year closed on 31 December 2007.

la hulpe, March 3, 2008

For the board of Directors.


In thousands of EUR Notes 2007 2006

Revenue 2 - 3 34,443 81,987

Turnover 33,918 78,745

Property rental income 526 3,167

Other operating revenue 74

Other operating income 2 - 3 37,277 23,126

Gain (loss) on disposals of financial assets 33,334 15,487

Other operating income 3,942 6,897

Gain (loss) on disposals of non-financial assets 742

Operating expenses (-) -40,677 -95,877

Raw materials and consumables used (-) -1,212 -33,123

Changes in inventories of finished goods and work in progress -118 2,015

Employee expenses (-) 4 -6,535 -18,531

Depreciation and amortization (-) -488 -3,242

Impairments (-) -3,415 -5,166

Other operating expenses (-) 5 -28,909 -37,830

Result from operating activities - EBIT 2 - 3 31,042 9,236

Financial expenses (-) 6 -1,674 -4,124

Financial income 6 3,225 1,204

Share of profit (loss) from investments consolidated by the equity method -11 -43

Profit (loss) before tax 32,583 6,273

Income tax expense (income) (-) 7 2,238 7,327

Profit (loss) after tax 34,821 13,600

Post-tax profit (loss) of discontinued operations (1) 22 1,648 -735

Profit (loss) of the period 36,469 12,865

Attributable to minority interest 1,055 -762

Group profit (loss) 35,414 13,626

In EUR

Earnings per shareNumber of shares (2) 8 5,038,411 5,038,411

Diluted earnings per share 9 7.03 2.70

Proposed gross dividend per share 9 2.60 1.30

(1) As at 31.12.2006, the “Post-tax result of the discontinued operations” related to DElTA EXTINCTORS. As at 31.12.2007, it relates to IMAG, D’SIDE and PUblIMAIl.

(2) An increase of capital by the exercise of warrants on 06.02.2007 took the number of shares from 5,003,586 to 5,038,411, profiting from the 2006 dividend.

Consolidated income statement


Assets


Non-current assets 56,022 15,518

Property, plant and equipment 11 878 2,446

Investment property 12 3,896 2,352

Intangible assets 10 278 17

Investments in related parties 15 254 482

Investments consolidated by the equity method

13 94 105

Deferred tax assets 16 8,605 4,498

Other non-current financial assets 15 7,925 5,589

Derivatives 26 26

Non-current trade and other receivables 17 34,060 4

Other non-current assets 7

Current assets 182,980 216,688

Non-current assets and disposal groups held for sale

23 64,338

Inventories 14 47,702 87,015

Other current financial assets 15 18,918 23,786

Current tax receivables 296 608

Current trade and other receivables 17 39,776 25,529

Cash and cash equivalents 17 75,530 14,235

Other current assets 758 1,177

Total assets 239,002 232,206

Consolidated balance sheet

Liabilities and equity


Total equity 103,057 75,830

Group shareholders’ equity 102,968 75,654

Issued capital 38,880 38,024

Reserves 66,212 37,633

Treasury shares (-) 8 -2,124 -3

Minority interest 89 176

Non-current liabilities 39,208 56,513

Non-current interest bearing borrowings 20 26,987 43,942

Non-current provisions 18 1,688 3,222

Pension obligation 21 490 736

Derivatives 20 358 590

Deferred tax liabilities 16 9,685 8,022

Current liabilities 96,737 99,864

Liabilities included in disposal groups held for sale 23 48,413

Current interest bearing debts 20 24,727 30,215

Current provisions 18 2,042 2,193

Pension obligation 21 208 335

Current tax payables 20 644 612

Current trade and other payables 20 17,218 13,363

Other current liabilities 20 51,898 4,733

Total equity and liabilities 239,002 232,206



Operating activitiesProfit/loss after tax (excl. discontinued operations) 32,574 10,077

Result of investments consolidated by the equity method 11 43

Depreciations (+/-) 724 3,285

Write off (+/-) 3,415 5,145

Provisions (+/-) -2,060 1,487

Translation adjustments (+/-) -7 -48

Profits/losses on assets disposals -33,334 -16,749

Capitalized production -74

Deferred taxes (+/-) -2,696 -9,230

Cash flow -1,375 -6,065

Increase/decrease in working capital -19,018 -35,427

Cash from operating activities (+/-) -20,393 -41,492

Investments activitiesAcquisitions of intangible and tangible assets -648 -3,490

Acquisitions of financial investments -747 -20

New loans -3,798 -931

Subtotal of acquired investments -5,194 -4,440

Disposal of intangible and tangible assets 1,622

Disposal of financial investments 55,876 31,877

Reimbursement of loans 3 391

Activities disposed of or to be sold 8,282 2,566

Subtotal of disinvestments 64,161 36,456

Cash from investment activities (+/-) 58,967 32,016

Financial activitiesCapital increase 856 2,776

Variations of loans -1,607 24,714

Dividends paid by parent company to its shareholders -5,985 -5,054

Fees paid to the directors -80 -73

Cash from financial activities (+/-) -6,817 22,364

Changes in scope of consolidation and exchange rate 24,670 -3,936

Net cash variation 56,427 8,952

Opening value of cash accounts in balance sheet 38,021 29,069

Closing value of cash accounts in balance sheet 94,448 38,021

The cash flow was significantly impacted by the sale of the shares of PRESIDENT A, b and C (President project) including reimbursement of credit facilities and by the sale of the shares of IMAG, D’SIDE and PUblIMAIl.

In 2007, the “Profit/loss after tax (excluding discontinued activities)” corresponds to the net result excluding the impact of the companies IMAG, D’SIDE and PUblIMAIl. The contribution of these companies is classified as “Activities disposed of or to be sold” and as “Changes in scope of consolidation and exchange rate”. In 2006, the same category concerned the company DElTA EXTINCTORS.

Consolidated cash flow statement (indirect method)


In thousands of EUR Notes Issued capital

Hedging reserves Own shares

Consolid-ated

reserves

Profit/loss of the

period

Cumulative translation adjusments

Minority interests Total Equity

2006

Balance as of 01.01.2006 35,248 -1,491 28,404 361 1,303 63,825

Profit/loss of the period (Group share) 13,626 13,626

Elements of the profits and losses of the financial year that are recognized directly in equity (1)(2) -590 535 -55

Profit/loss of the period attributable to minority interests -762 -762

Foreign currency translation effect 316 316

Paid dividends and directors' entitlements -5,226 -5,226

Other increase/decrease (3) 2,776 1,489 207 -366 4,105

Balance as of 31.12.2006 38,024 -590 -2 23,920 13,626 677 175 75,829

2007

Balance as of 01.01.2007 38,024 -590 -2 37,546 677 175 75,829

Profit/loss of the period (Group share) 35,414 35,414

Elements of the profits and losses of the financial year that are recognized directly in equity (1) 233 233

Profit/loss of the period attributable to minority interests 1,055 1,055

Foreign currency translation effect -468 -468

Paid dividends and directors' entitlements -6,630 -6,630

Other increase/decrease (4)(5) 856 -2,121 32 -1,141 -2,375

Balance as of 31.12.2007 38,880 -358 -2,124 30,948 35,414 208 89 103,057

(1) ATENOR GROUP recognized in the statement for 2006 the fair value of two IRS categories as hedging instruments (cash flow hedge) connected with a MTN financing programme issued in 2002 for 8 million euro. These loans at variable rates were the object of fixed-rate swaps, from the origin and in the financing contract. In compliance with IAS 39.95, the part of the profit or the loss on the hedging instrument that is considered as constituting effective hedge is booked directly in equity capital.

(2) The value of the share based payments to the staff and to the members of the Management was booked as 535 thousand euro, 48 thousand and 279 thousand euro of which were charged to the 2006 and 2007 financial years respectively, with the balance paid prorata temporis until November 2008, see page 26 (Note 21- Employee benefits).

(3) A new issue of capital by the exercise of warrants on 02.02.2006 took the number of shares from 696,773 to 714,798. The division of the security took place as at 04.05.2006, taking the number of shares to 5,003,586.

(4) A new issue of capital by the exercise of warrants on 06.02.2007 took the number of shares from 5,003,586 to 5,038,411.

(5) A 2007 options plan was allocated on 03.08.2007. It concerns 49,300 options exercisable at a strike price of 42.35 euro during the periods from 28.03.2011 to 22.04.2011, from 01.10.2011 to 31.10.2011 and from 26.03.2012 to 20.04.2012. The charge relating to the value of the options issued is spread prorata over 3 years. In 2007, a charge of 31 thousand euro was booked.

Consolidated statement of changes in equity


1. Basis for preparation

ATENOR GROUP has drawn up its consolidated annual accounts in compliance with the international accounting standards (IFRS) and the interpretations of the IFRIC in force as at 31 December 2007, as they were approved by the European Commission.

All the standards in effect issued by the IASb on the date of closing were applied; no standard was applied in advance.

The consolidated financial statements of the Group were made up by the board of Directors on 03.03.2008.

2. Consolidation principles and significant accounting principles

The consolidated financial statements include the financial state-ments of ATENOR GROUP s.a. and its subsidiaries that are controlled directly or indirectly. These subsidiaries are consolidated according to the full consolidation method. Control is assumed to exist if the Group holds at least 50% of the shares.

The equity method is applied in the case of joint ventures held with joint control.

The intra-group transactions and results have been eliminated.

2.1 Property, plant and equipment

A tangible fixed asset is booked in the accounts if it is probable that the future economic advantages associated with this element will be released by the Group and if the cost of this asset can be evaluated in a reliable way.

The tangible fixed assets are subject to the application of the terms relating to the depreciation of assets (IAS 36), to the duration of the utility of the significant components of the shares (IAS 16) and to the use, for certain assets such as land and constructions, of the fair value (market value) as estimated cost.

The grounds, installations and machines held with a view to their use in the production of goods and services, or for administrative pur-poses, are initially assessed at their acquisition value with the deduc-tion of accumulated amortization and any losses of value that may be recognized.

The acquisition value includes all the directly imputable charges, necessary to bring the asset into a state where it can fulfil the func-tion for which it is intended. The depreciation is calculated based on the estimated duration of service life, with a deduction of the residual value if this is significant. The costs of borrowings are not assets in tangible fixed assets. The depreciations are calculated linearly on the estimated duration of service life of the assets as from the date on which the asset is ready to be used. Depreciation is booked in the income statement under the category “Depreciation and amortization (-)”.

Note 1: Principal accounting methods

Structures: 20 - 33 yearsInstallations and equipment: 10 - 15 yearsMachines: 3 - 8 yearsComputer materials: 3 - 10 yearsFurniture: 1 - 10 year(s)Mobile equipment: 4 yearsOutfitting of rented property: 9 years (duration of the lease)

The profit or the loss resulting from the transfer or the change of purpose of a tangible fixed asset corresponds to the difference between the income from the sale and the accounting value of the tangible fixed asset. This difference is taken into account in the income statement.

The grounds are assumed to have an unlimited service life and are not depreciated. later expenditures are booked into the income statement at the moment when they are incurred. Such an expense is activated only when it can be clearly demonstrated that it has led to an increase in the future economic advantages expected from the use of the tangible fixed asset in comparison with its normal performance as initially estimated.

The assets under financial leasing are amortized over the economic service life or, if it is shorter, over the duration of the lease.

2.2 Investment properties

The assets held in this entry represent the properties held to gain rental income or properties that are not the object of a real estate project in the short or medium term. Investment properties are booked at their acquisition value, reduced by depreciations and any losses in value. The market value is mentioned in a note in the consolidated financial statements.

The depreciations are calculated linearly over the estimated service life of the buildings. The depreciation is booked into the income statement under the category “Depreciation and amortization (-)”. As a general rule, investment buildings are depreciated over 33 years.

2.3 Intangible assets

The intangible fixed assets, other than goodwills, are evaluated ini-tially at cost. The intangible fixed assets are booked into the accounts if it is probable that the future economic advantages that can be attributed to the asset will go to the undertaking and if the cost of this asset can be evaluated in a reliable way. After initially being entered in the accounts, the intangible fixed assets are evaluated at cost reduced by the combination of the amortizations and the combination of the depreciations and cumulated loss of value of assets.

The intangible assets other than goodwills primarily include the softwares.

The intangible fixed assets are depreciated according to the linear method on the basis of the best estimation of their duration of utility. The depreciation is booked in the accounts in the income statement under the category “Depreciation and amortization (-)”.

Notes to the consolidated financial statements


2.4 Goodwill

The goodwill constitutes the difference between the acquisition cost determined during a regrouping of companies and the share of the Group in the fair value of the identifiable assets and liabilities acquired.

In compliance with IFRS 3 on the regrouping of companies and IAS 38 on intangible fixed assets, the duration of utility of the goodwill acquired within the scope of a regrouping of companies is considered as indeterminate and no depreciation is booked in the accounts. Each year, ATENOR GROUP carries out a depreciation test consisting of allocating a recoverable value to each generating unit of the Group’s accounts. If this recoverable value is lower than the accounting value of the unit or the entity concerned, the Group registered a loss in value, for which the difference is booked in the profit and loss accounts.

The loss of value recognized for goodwill cannot be recovered during later financial years.

2.5 Non-current assets held for sale and discontinued activities

The Group enters a non-current asset (or any entity intended to be disposed of) as held for sale if the accounting value is or will be recov-ered primarily through a sales transaction rather than through con-tinued use.

The non-current assets held for sale are valued at the lowest at their accounting value or at their fair value reduced by the costs of sale.

A discontinued activity is a unit (or a group of units) generating funds that either has been disposed of or is held for sale. It appears in the profit and loss accounts under a single amount and its assets and liabilities are presented in the balance sheets separately from the other assets and liabilities.

2.6 Inventories

The inventories are valued at the lowest at cost and the net market-able value. The costs of acquisition and transformation include among other things the value of the inventories.

The buildings, grounds and construction that are subject of a real estate project are also included in the inventories entry. They are valued at their cost price including the direct and indirect charges imputable to the estimated period of construction. Some of these buildings can still be assigned to the operational activity.

The financing costs directly connected to these assets are also allo-cated individually on each of these assets (see note concerning the borrowing costs).

2.7 Provisions

A provision is constituted when the Group has a legal or implicit obli-gation at the date of the balance sheet and at the latest during the approval of the consolidated financial statements by the board of Directors. The registered provisions meet the three-fold condition of resulting from a past transaction or event, of having a probability of leading to an outflow of resources and of being able to estimate the outflow of resources in a reliable way.

The provisions are the object of discounting in order to take into account the passage of time. Each year ATENOR GROUP reviews the discounting rates used for each of its provisions.

In the application of the rules of evaluation, the establishment of provisions for charges to be paid constitutes an area of critical judgement.

In compliance with IAS 37, the provisions for restructuring are booked in the accounts when the Group has adopted a formalized and detailed plan for restructuring that has been subject of a public announcement to the parties affected by the restructuring before the date of closing.

2.8 Borrowing costs

The costs of borrowing directly attributable to the acquisition, con-struction or the production of a qualified asset are incorporated into the cost of this asset.

A qualified asset is an asset requiring a long period of preparation before being able to be used or sold. The buildings intended for sale incorporated into the inventory account meet this criterion because the studies, the construction and the sale and marketing process can take several years.

The rate used to determine these costs will correspond to the weight-ed average borrowing costs applicable to the loans contracted spe-cifically in order to obtain the asset concerned.

2.9 Financial instruments

- Payables: payables are valued at their nominal value.

- Own shares: the own shares are entered as a deduction from the equity. The results connected with transactions on these shares also affect the equity and not the income statement.

- Cash and cash equivalents: this entry includes cash money and deposits, short term investments (less than one year) and very liquid investments.

- bank loans: advances and financial loans are initially booked in the accounts at their fair value increased by the direct transaction costs, and later at the amortized cost according to the method of the actual interest rate. The financial charges, including the bonuses and commissions payable are paid over the duration of their availability, subject to the cost of loans connected to quali-fied assets (see note concerning the borrowing costs).

- Derivatives are valued at their fair value. The variations in the fair value of derivative instruments that make up the instruments for hedging the cash flows are recognized directly in the equity. The non-effective part is recognized in the income statement. In other cases, variations in the fair value are immediately recognized in the profit and loss account.

2.10 Segment reporting

The segment reporting is based, both for internal and external com-munication, on a single activity criteria, namely, project development in the area of real estate promotion. Private Equity activity, having been the subject of a complete divestiture during 2007, is presented for information purposes.

ATENOR GROUP has not listed the items of its balance and its account results individually per project due to competition.

ATENOR GROUP exercises its main activity of developing real estate promotion projects essentially in the area of office and housing build-ings with homogeneous characteristics and a similar viability and risk profile.

ATENOR GROUP has no organized activity by geographic markets.


2.11 Income from activities

ATENOR GROUP forms part of complex real estate transactions in which the results are acknowledged as a function of contractual undertakings on one hand and the extent of completion on the other. The principles of income recognition are applicable both in qualified “share deal” and “asset deal” operations for sales of buildings con-structed or to be completed in the future.

Income is recognised to the extent that it can be considered contrac-tually as definitively acquired with deduction of all reasonably fore-seeable charges associated with the obligations assumed by ATENOR GROUP in respect of the acquirer, in particular as regards the con-struction and the letting of the building.

If necessary, in application of the abovementioned principles, the share of income from a real-estate transaction related to the land is immediately acknowledged in the results from the moment that the transfer to the purchaser of control and/or the risks and advantages associated with the land is substantially realized and that an identifi-able part of the income can be attributed to it.

The land share is evaluated in accordance with the parameters of the market and the contract.

The share of income attributable to construction shall appear in the result in accordance with the progress report of works as the risks and benefits are transferred to the acquirer.

These accounting principles are implemented on the basis of IAS 11 (Construction Contracts) taking into account, in this case, the specific nature of construction project development activity as compared with that of construction companies or, if applicable, IAS 18 (Revenue recognition).

2.12 Taxes

The company’s taxes are based on the profit and loss for the year and include the taxes for the year and the deferred taxes. They are taken up in the profit and loss account, except if they concern elements directly taken up in the equity funds, in which case they are entered directly in the equity funds.

The tax for the financial year is the amount of tax to be paid based on the taxable profit for the financial year, as well as any corrections concerning previous years. It is calculated based on the local tax rate that is applicable (or applied to a large extent) at the date of closing.

The deferred taxes are recognized in the differences between the net accounting value of the assets and liabilities in the financial state-ments and their corresponding fiscal value used in the calculation of the taxable base. Deferred tax liabilities are acknowledged on all tax-able time differences whereas deferred tax assets are acknowledged to the extent that as there is convincing indication that future taxable profits will be available to use these deferred tax assets.

At each closure date, ATENOR GROUP re-estimates the deferred tax assets that have or have not been entered into the accounts, on the basis of indications of the future viability of the companies concerned.

The book value of the deferred tax assets is reduced to the extent where it is no longer probable that sufficient taxable profits will be available in the future to make it possible to cover all or part of these assets.

The deferred taxes are calculated at the tax rates in force and appli-cable at the time when the asset is realized or the liability liquidated.

2.13 Employee benefits

benefits after employment include pensions and other benefits con-nected with retirement, as well as life insurance and medical care after employment. The benefits are taken up either in the plans at fixed contributions, or in the pension plans at fixed benefits.

The contributions of the plans at fixed contributions are covered in the profit and loss account at the time when they are due. For the pension plans at fixed benefits, the amount booked in the accounts at the date of the balance sheet is determined as being the updated value of the obligation concerning the fixed benefits, according to the projected unit credit method.

The pension obligations recognized in the balance sheet represent the current value of the fixed benefits, corrected with the actuarial earnings and losses, less the cost of past services not recognized and less the real value of the assets of the plan.

Actuarial earnings and losses that exceed 10 per cent of the highest updated value between the obligation of the Group concerning fixed benefits and the real value of the assets of the plan, are taken up in losses and profits on the duration of the average remaining life expectancy of the employees participating in the plan.

2.14 Stock options plans for employees and other payments based on shares

The Group has issued several plans for remuneration connected with the company’s shares, and for which the payment is made in the form of the company’s shares. In compliance with the transition terms, the standard IFRS 2 was not applied to allocations before 7 November 2002.

In general, for payments in shares to which IFRS 2 is applicable, the fair value of benefits of employees received in exchange for the allo-cation of options is recognized as a charge. The total amount to be attributed in charges linearly over the period of acquisition of rights is determined in reference to the fair value of the options allocated.

The fair value of the options is measured at the date of allocation, taking into account the market parameters as well as hypotheses on the number of options that should be exercised. Each year, on the date the balance sheet closes, the Group will review its estimations as to the number of options that should be exercised. The impact of the revision of the initial estimations is booked in the income state-ment and the equity is corrected as a consequence over the remain-ing acquisition period of the rights. The income, net of directly attrib-utable transaction costs, is attributed in addition to the registered capital and to the issuing bonus when the options are exercised.

The other payments made to the staff and based on the shares, in particular the transfer of own shares with a discount, are also regis-tered into the equity accounts in application of IFRS 2 and booked as costs over the vesting period.


2007 2006

In thousands of EUR Notes Real Estate Private Equity

Inter-segment

elimination

Consolid-ated total Real Estate Private

Equity

Inter-segment

elimination

Consolid-ated total

Revenue 34,851 -408 34,443 12,560 69,838 -411 81,987

Other operating income 35,934 1,355 -13 37,277 18,852 4,283 -9 23,126

Purchases and changes in inventories -1,330 -1,330 6,618 -37,726 -31,108

Employee expenses -6,535 -6,535 -5,680 -12,850 -18,531

Depreciation and impairments -3,916 13 -3,903 -1,039 -7,369 -8,408

Other operating expenses -28,868 -76 35 -28,909 -20,698 -17,553 420 -37,830

Result from operating activities EBIT 30,135 1,292 -385 31,042 10,613 -1,376 9,236

Net interests 2,027 -50 -426 1,551 106 -3,026 -2,920

Result of investments consolidated by the equity method -11 -11 -43 -43

Income taxes 2,238 2,238 7,743 -416 7,327

Profit (loss) after tax 34,390 1,242 -811 34,821 18,419 -4,819 13,600

Discontinued operations 837 811 1,648 -735 -735

Net result 34,390 2,079 36,469 18,419 -5,554 12,865

EBITDA (1) 34,051 1,279 -385 34,946 11,652 5,992 17,644

Current cash flow (2) 36,481 2,066 38,548 21,928 2,393 24,321

Assets 239,002 239,002 185,301 63,782 -16,877 232,206

of which investments consolidated by the equity method 94 94 105 105

Liabilities 135,945 135,945 107,340 65,913 -16,877 156,376

(1) EbIT + depreciation and impairments

(2) Net result + depreciation, provision and amortization + impairments on discontinued operations

Note 2: Segment reporting

The segment information is presented in compliance with the activity sectors of the Group and its individual components.

The primary segmentation (Real Estate/Private Equity) reflects the organization of the Group’s business and the internal reporting sup-plied to the board of Directors, to the Audit Committee and to the Management.

Private Equity activity was entirely transferred in 2007 and is pre-sented for information purposes under “Discontinued operations” and concerns IMAG, PUblIMAIl and D’SIDE. In 2007, the amounts of the Private Equity segment not under the “Discontinued Operations” heading only concern ANAPhOR VENTURE.

Please see notes 22 and 23 for further details concerning Private Equity.

The activity report of ATENOR GROUP supplies in addition abundant information on the results of the acquisitions and transfers that have occurred during the financial year.



Total of the revenue 34,443 81,987

of which turnover 33,918 78,745

of which investment property rental income 526 3,167

of which other operating revenue 74

Total of the other operating income 37,277 23,126

of which gain (loss) on disposals of financial assets 33,334 15,487

of which other operating income 3,942 6,897

of which gain (loss) on disposals of non-financial assets 742

Total of the operating charges -40,677 -95,877

Result of operating activities 31,042 9,236

Note 3: Operating results

The operating result mainly comprises the turnover and operational charges yielded by bRUSSElS EUROPA, ATENOR luxembourg (Pixel and President projects), lAURENTIDE, rental income from I.D.M. as well as various services carried out by ATENOR GROUP and C.P.P.M.

Compared with 31.12.2006, the turnover for 2007 is mainly influenced by the provisional acceptance of Pixel and the progress of the President project, as well as the reclassification of the income state-ment of the Private Equity companies in “Post-tax profit (loss) of discontinued operations”. For further details concerning Private Equity, please refer to note 22.

The operating results are mainly influenced by the sale of the invest-ments in PRESIDENT.


Wages and salaries -4,805 -13,798

Social security contributions -1,011 -4,024

Other personnel charges -719 -709

Total personnel charges -6,535 -18,531

Employment in full-time equivalents

Total employment at the end of the accounting year 122 688

Note 4: Personnel charges

The significant reduction of the workforce and “Personnel charges” is due to the sale of Private Equity in 2007 (income reclassed as “Post-tax profit (loss) of discontinued operations”). Please see note 22 for further details concerning Private Equity.


Services and other goods -28,786 -32,732

Provisions (increase/amounts written back) 1,825 -1,509

Other operating charges -1,955 -3,615

Loss (exchange costs) 7 26

Total -28,909 -37,830

Note 5: Other operating expenses

The significant reduction of “Other operating expenses” is due to the sale of Private Equity in 2007 (income reclassed as “Post-tax profit (loss) of discontinued operations”). Please see note 22 for further details concerning Private Equity.



Interest expenses -1,296 -3,078

Other financial expenses -378 -1,046

Interest income 3,193 1,204

Other financial income 32

Total financial results 1,551 -2,920


I. Income tax expense/income - current and deferred

Income tax expense/income - current

Current period tax expense -507 -1,908

Adjustments to tax expense/income of prior periods -105 6

Total current tax expense, net -612 -1,903

Income tax expense/income - deferred

Related to the current period 3,002 1,286

Related to the temporary differences -350 -422

Reversal of deferred tax 73 2,629

Related to prior exercises (tax losses) 125 5,738

Total deferred tax expense 2,850 9,230

Total current and deferred tax expense 2,238 7,327

Note 6: Financial results

Note 7: Income taxes

In 2007, the net financial income presents a profit of 1.55 million euro compared with a net financial loss of 2.92 million euro in 2006. The group’s cash assets improved and come mainly from the transfer of PRESIDENT in May 2007, the second instalment of IMMO STEIChEN (Pixel Project) securities and compensation from the D.R.C. In addi-tion, following their transfer, Private Equity financial income was reclassed as “Post-tax profit (loss) of discontinued operations”. Please see note 22 for further details concerning Private Equity.


II. Reconciliation of statutory tax to effective tax

Profit before taxes 32,583 6,273

Statutory tax rate 33.99% 33.99%

Tax expense using statutory rate -11,075 -2,132

Adjustments to

current tax of prior periods -279 980

non-taxable revenues 12,167 3,678

non-tax deductible expenses -779 -310

recognising deferred taxes on previously unrecognised tax losses 660 436

on registering of deferred taxes referring to prior exercises (tax losses) 1,674 5,738

deferred taxes 101

tax computed on other basis -200

losses for the year -4 -935

other -126 -29

Tax expense using effective rate 2,238 7,327

Profit before taxes 32,583 6,273

Effective tax rate n.a. n.a.


Ordinary shares

Movements in number of sharesNumber of shares, beginning balance 5,003,586

Number of shares issued after the 2006 closing date and profiting from the 2006 dividend 34,825

Number of shares, ending balance 5,038,411

of which issued and fully paid 5,038,411

Other informationNumber of shares issued after the balance sheet date and profiting from dividend -

Shares reserved for issue under options (SOP 2007) 48,300

Total of issued shares profiting from the 2007 dividend 5,038,411

Amount(in

thousands of EUR)

Number of own shares

Movements in own sharesOwn shares, beginning balance 3 100

Movements during the period:

acquisitions 2,124 50,827

sales -3 -100

Own shares, ending balance 2,124 50,827

Note 8: Capital

In January 2007, a total of 34,825 options were exercised in the frame-work of plans 2000 and 2001 with the result that the total accumu-lated amount of options not exercised at 31.12.2007 was 350.

In accordance with the decision taken by the Remuneration Committee of 13.12.2006 ratified by the board of Directors on 31.05.2007, ATENOR GROUP, on 03.08.2007, issued a total of 49,300 options on its

own shares to various members of management and personnel. The exercise price was set at 42.35 euro which corresponds to the average closing price of the quotes of the 30 days preceding the issue. These options are exercisable during the periods from 28.03.2011 to 22.04.2011, from 01.10.2011 to 31.10.2011 and from 26.03.2012 to 20.04.2012.

Attribution in 2007 2000

Exercise price (in EUR) 42.35 20.43

Number of options on 03.08.2007 49,300 350



Exercise periods 28 March to 22 April 20111 to 31 October 2011

26 March to 20 April 2012

January 2008

Expiry date 20 April 2012 31 January 2008

During 2007, ATENOR GROUP acquired 50,827 own shares. On 31.12.2007, ATENOR GROUP held 50,827 own shares acquired for an average price of 41.79 euro and a total amount of 2.12 million euro.

These shares are destined to cover the 2007 options plan.

See also “Note 21 – Employee benefits”.


Number of shares profiting from the dividend 5,038,411

Profit per share (in euro) 7.03

Amount of dividends distributed after the closing date (in thousands of euro)

13,100

Gross dividend per share (in euro) 2.60

In thousands of EUR Goodwill Software Total

Movements in intangible assets

Gross book value as at 01.01.2007 4,467 134 4,601

Cumulated depreciations as at 01.01.2007 -117 -117

Cumulated losses of value as at 01.01.2007 -4,467 -4,467

Intangible assets, beginning balance 0 17 17

Additions from internal development

Additions 252 16 268

Retirements and disposals (-)

Depreciations (-) -7 -7

Impairment (loss) reversal recognised in income

Transfers to "Non-current assets and disposal groups held for sale"

Other increase (decrease)

Intangible assets, ending balance 252 26 278

Gross book value as at 31.12.2007 4,719 150 4,869


Cumulated losses of value as at 31.12.2007 -4,467 -4,467

Intangible assets, ending balance 252 26 278

Note 9: Profit and dividend per share

Note 10: Goodwills and intangible assets

The result per share is obtained by dividing the “Group share” result by the number of shares in circulation on the date of 31.12.2007 (5,038,411 securities).

Taking into consideration the dematerialization of the shares decided by the General Assembly of 28.04.2006, the payment of the dividend for the financial year 2006 will be taken into account by the financial institutions designated (Dexia, ING and Degroof), with the exception of the shares issued under the PRIOS system.

The gross dividend proposed at the Annual General Meeting of 25.04.2008 will amount to 2.60 euro and will be paid on 30.04.2008. The withholding tax amounts to 25% for ordinary coupons. The shares accompanied by a VVPR strip will benefit from a withholding tax reduced to 15%.

In November 2007, ATENOR GROUP exercised the option it held on the purchase of VUE SUR hAIN securities. This acquisition generated consolidated goodwill of 252 thousand euro justified by the prospects

of viability provided by the real estate project developed by the company.


In thousands of EUR Constructions in progress

Land and buildings

Plant and equipment

Motor vehicles

Fixtures and fittings

Other property, plant and

equipment

Total

Movements in property, plant and equipment

Gross book value as at 01.01.2007 6 2,777 2,716 236 2,544 184 8,463

Cumulated depreciations as at 01.01.2007 -882 -2,525 -61 -2,479 -71 -6,017

Cumulated losses of value as at 01.01.2007

Property, plant and equipment, beginning balance 6 1,895 191 175 65 114 2,446

Acquisitions 348 55 134 94 632

Acquisitions through business combinations

Disposals (-) -101 -101

Reclassifications (to) from other items -337 -1,849 337 -1,849

Disposals through business disposal (-)

Transfers to "Non-current assets and disposal groups held for sale"

Depreciation expense (-) -46 -53 -63 -49 -41 -251

Foreign currency exchange increase (decrease)

Adjustments

Adjustments written back


Property, plant and equipment, ending balance 18 0 139 167 151 403 878

Gross book value as at 31.12.2007 18 2,716 291 2,666 356 6,046

Cumulated depreciations as at 31.12.2007 -2,577 -124 -2,515 47 -5,169


Property, plant and equipment, ending balance 18 0 139 167 151 403 878

Note 11: Property, plant and equipment

Following the transfer of IMAG, the land and construction of lAZER IMMO (rented by a subsidiary of IMAG) was reclassed as “Investment property”. As of 2008, the rental income generated by this building will no longer be eliminated for the purposes of intra-group result. The buyers of IMAG have a purchase option on all the securities of the company lAZER IMMO amounting to 1.8 million euro.

The transfer of “Constructions in progress” to the “Other party, plant and equipment” concerns the development of rented properties fol-lowing the relocation of ATENOR GROUP and C.P.P.M. The “Disposals” concern the asset retiral of former developments.


Measurement at cost

In thousands of EUR LandOther

Investment property

Total at cost

Movements in investment property

Gross book value as at 01.01.2007 1,376 1,318 2,694



Investment property, beginning balance 1,376 975 2,352

Additions

Later expenses

Disposals (-)

Losses/recoveries of value

Transfers (to) from inventories/owner occupied property 405 1,444 1,849

Depreciation expense (-) -305 -305

Investment property, ending balance 1,781 2,114 3,896

Gross book value as at 31.12.2007 1,781 3,779 5,560

Cumulated depreciations as at 31.12.2007 -1,665 -1,665


Investment property, ending balance 1,781 2,114 3,896

Other information Fair value of investment property carried at cost 7,300

Note 12: Investment property

As at 01.01.2007, the category “Investment property” exclusively con-cerned I.D.M. The site rented by I.D.M. to MATERMACO was the sub-ject of studies with a view to the development of a residential real estate project. The end of MATERMACO’s lease is foreseen on 08.02.2009. The economic lifetime of the building as well as the monthly depreciation amount have been reviewed in order to bring the net accounting value of the I.D.M buildings to zero on 08.02.2009.

The fair value (deed in hand) of the building held by I.D.M. is esti-mated based on the market parameters, in particular the lease con-tract with MATERMACO that reaches its end in 13 months at the lat-est. The rental income from this building amounted to a total of 508 thousand euro in 2007 and the operational contribution of I.D.M. was 188 thousand euro.

As mentioned in “Note 11 - Property, plant and equipment”, the land and construction of lAZER IMMO were reclassed as “Investment Property” following the transfer of IMAG. The rental income from this building amounted to a total of 10,450,000 Czechoslovakian crowns (or 378 thousand Euro) in 2007. As of 01.01.2008, this rent will no longer be eliminated as intra-group company income.

Under the terms of the IMAG transfer agreement, the buyers have a purchase option on all lAZER IMMO shares for an amount of 1.8 mil-lion euro.

ATENOR GROUP did not turn to an independent expert to evaluate the value of its investment property. These buildings are generally rented for a transient period of time while awaiting commencement of a new construction project on the land on which they are located.


In thousands of EUR

InvestmentsAt the end of the preceding period 105

Movements during the period -11

At the end of the period 94

Note 13: Investments consolidated by the equity method

Investments consolidated by the equity method concern I.E.K. b, SOUTh CITy hOTEl and SOUTh CITy OFFICE. These are companies in which there is a stake of 50% or less that are under joint control.


Net amounts Buildings intended for sale 47,636 85,424

of which activations of borrowing costs 3,187 2,624

Work in progress 1,531

Other inventories 66 60

Total net carrying amount 47,702 87,015

Note 14: Inventories

The item “buildings intended for sale” represents all the assets con-nected with development projects that are under way.

In compliance with IAS 23, the cost of borrowing activated in 2007 amounts to 1.54 million euro and concerns borrowing costs specific to the acquisition of a real estate project in bRUSSElS EUROPA as well as the borrowing costs borne by ATENOR GROUP for all real estate projects and activities on the basis of a capitalization rate cor-responding to a weighted average of 4.3859%.

Compared with 31.12.2006, the volume of inventory was mainly influ-enced by the sale of the PRESIDENT companies and the final accept-ance of the Pixel project.


Investments in related

parties

Other financial investments

In thousands of EUR SharesSecurities, other than

sharesLoans Total

MOVEMENTS IN FINANCIAL ASSETS

Non-current financial assetsBeginning balance 482 5 0 5,583 5,589

Additions (investments)

Disposals (-) -228

Reclassification (to) from other items

Transfers to “Non-current assets and disposal groups held for sale”


Impairment (losses) reversals

Foreign currency exchange increase (decrease)

Other increase (decrease) -5 2 2,339 2,336

Ending balance 254 0 2 7,923 7,925

Current financial assetsBeginning balance 351 9,500 13,935 23,786

Acquisitions 1 1

Disposals (-) -2 -2

Transfers to “Non-current assets and disposal groups held for sale”


Other increase (decrease) 13 -9,500 4,620 -4,867

Ending balance 363 0 18,554 18,918

Note 15: Financial assets

The investments held in ARGENTEUIl, ANAGEST and AlTA INVEST (“Investments in related parties”) were sold in 2007.

The variation of long term “loans” is observed mainly in the increase of the advances granted to the SOUTh CITy companies within the framework of their respective real estate project.

The short term “Securities, other than shares” represented two investments in commercial paper went to maturity in January 2007.

The increase in current loans mainly concerns an investment made with a belgian bank. we also have 4.03 million euro of deposits in bank accounts blocked within the framework of the Pixel project.

The main financial risks can be summed up as follows:

- Forex risks: by virtue of its activities, ATENOR GROUP offers very low sensitivity to exchange rate variations.

- Credit and liquidity risk: the investments agreed are made through first-class belgian financial institutions. These invest-ments therefore offer a limited risk of credit and liquidity.

The nominal value of the investments is very close to their market value. The “Investments in related parties” and the “Shares” held (valued in the amount of 617 thousand euro) are the object of a share-holder agreement or can be the object of a sale on the basis of their accounting value which is a good representation of their fair value.


In compliance with IAS 12, ATENOR GROUP booked deferred tax assets coming from tax carried forward losses recorded by ATENOR GROUP, bRUSSElS EUROPA and C.P.P.M.

2007 2006

In thousands of EUR Deferred tax assets

Deferred tax liabilities

Deferred tax assets

Deferred tax liabilities

Property, plant and equipment 267 267

Stock of buildings intended for sale 11,805 9,973

Provisions 20 138 152 81

Tax losses 8,583 -2,635 4,346 -2,349

Other 2 110 51

Total deferred taxes related to temporary differences 8,605 9,685 4,498 8,022

2007 2006

In thousands of EUR Current Non-current Current Non-current

Trade and other receivablesTrade receivables, gross 3,159 3,525

Allowance for bad and doubtful debts -154 -163

Other receivables 36,771 34,060 22,167 4

Total trade and other receivables 39,776 34,060 25,529 4

Cash and cash equivalentsShort-term deposits 73,825 12,811

Bank balances 1,664 1,398

Cash balances 41 27

Total cash and cash equivalents 75,530 14,235

Note 16: Deferred tax assets and liabilities

Note 17: Other current and non-current assets


Total of not booked deferred tax assets 98 9,613

The “total of not booked deferred tax assets” decreased considerably following the sale of the IMAG group.


The “Trade and other receivables” are valued at their nominal value, which corresponds to their market value. The investments granted are made with first rate belgian and luxembourg financial institu-tions. These investments therefore offer a limited risk of credit and liquidity.

The “Other receivables” mainly concern the instalments of the PRESIDENT shares sale price (30 million euro in 2008 and 34.06 mil-lion euro in 2009).

The increase in cash assets is mainly coming from the sale of PRESIDENT shares in May 2007, the second payment instalment of IMMO STEIChEN (Pixel project) shares and the compensation from the D.R.C. These financial means will be able to be allocated to acqui-sitions of projects currently being studied.

Note: In note 15 concerning financial assets, other short term invest-ments are also booked of 18.92 million euro. The total cash assets stands at 94.45 million euro.

The risks connected with guarantees given or with disputes under way are the object of provisions when the conditions for recognition of these liabilities are met.

The “Guarantee provisions” have been adapted as a function of the current and future occupation of Nysdam and a variation of the dis-count rate used (OlO rate at 3 years on 31.12.2007 of 4.1140%).

In thousands of EUR Guarantee provisions

Other provisions Total

Provisions (both current and non-current)Provisions, beginning balance 4,537 878 5,415

Additional provisions 158 158

Increase (decrease) to existing provisions -878 -330 -1,208

Amounts of provisions used (-) -696 -86 -782

Amounts not used but written back (-)

Increase (decrease) of the discounted amount resulting from the passage of time and the variation of the discount rate 134 13 147

Transfers to "Liabilities included in disposal groups held for sale"


Provisions, ending balance 3,097 632 3,730

Non-current provisions, ending balance 1,663 25 1,688

Current provisions, ending balance 1,435 607 2,042

Note 18: Provisions, risks and contingent liabilities

The “Other provisions” were mainly reduced following the use of the provision of lAURENTIDE relating the urbanism charges (0.35 million euro).

The contingent liabilities are described in the note 26 to the financial statements.

The disputes under way are explained in note 24 describing the Group’s risk management.

Note 19: Disputes


Policy of indebtedness and financial risksIn compliance with IAS 32, the financial risks (credit, liquidity and rates) are explained through the Group’s policy on indebtedness.

The Group’s indebtedness is structured through direct financing con-cluded by the parent company and through financing concluded by its subsidiaries.

In the case of financing at the level of the parent company, ATENOR GROUP s.a. finances itself either:

- via Commercial Papers (CP) whose maturity date is less than 1 year,

- via Medium Term Notes (MTN) whose maturity date is from 1 to 10 years. These MTNs are either at a fixed rate or a variable rate. The principal financial risk of this type of financing is the volatility of the interest rate over the long term. ATENOR GROUP conse-quently covers itself against the fluctuation of the rates over the long term via derivatives such as interest rate swaps (IRSs) and other options on the long term rates.

2007 2006

Current Non-currentTotal

Current Non-currentTotal

In thousands of EUR Up to 1 year 1-5 years More than 5 years Up to 1 year 1-5 years More than

5 years

DerivativesDerivatives 268 89 358 287 303 590

Financial liabilitiesFinance lease

Credit institutions 13,000 13,000 28,000 28,000

Bank overdrafts

Other loans 24,727 13,987 38,714 30,215 12,942 3,000 46,157

Total financial liabilities according to their maturity 24,727 26,987 51,714 30,215 40,942 3,000 74,157

Trade and other payablesTrade payables 6,209 6,209 3,486 3,486

Advance received 45 45 4,038 4,038

Social debts of which payables to employees 666 666 649 649

Taxes 1,177 1,177 1,835 1,835

Other payables 9,764 9,764 3,967 3,967

Accrued charges and deferred income 51,898 51,898 4,733 4,733

Total amount of trade payables according to their maturity 69,760 69,760 18,708 18,708

Note 20: Financial liabilities and payables

The financial instruments are evaluated at their fair value with varia-tions of value assigned to the profit and loss account, except for financial instruments classified as cash flow hedges for which the part of the profit or the loss on the hedging instrument that is consid-ered as constituting effective cover is entered directly into equity via the consolidated statement of changes in equity.

In the case of financing at the level of the subsidiaries, the structure of indebtedness is established depending on the needs of the project. before the project starts up, the financing is obtained. The facilities are drawn on as the project progresses. The financial risk in the case of indebtedness at the level of the subsidiaries is the volatility of the interest rates in the short term. The Group compensates for this risk by having, within the facilities granted, possibilities for drawing up to 12 months.


DerivativesATENOR GROUP does not have the policy of using derivative instru-ments for trading purposes.

In the balance sheet of 2006 and 2007, the company recognized the fair value of two IRSs classified as hedging instruments (cash flow hedge) attached to an MTN financing programme issued in 2002 for 8 million euro. These loans at variable rates were the object, at the beginning and in the financing contract, of fixed-rate swaps. In com-pliance with IAS 39.95, these derivative instruments are booked in the balance sheet at their fair value, and the part of the profit or the loss on the hedging instrument that is considered as constituting effective cover is recognized directly in equity.

The variation of the fair value of these derivatives takes the form of an increase in equity of 233 thousand euro.

Financial debtsThe financial debt was reduced by 22.44 million euro by the effect of the sale of PRESIDENT shares in May 2007, the second instalment of the IMMO STEIChEN (Pixel project) shares, compensation from the D.R.C. and partial reimbursement of loans granted to IMAG.

The “Other loans” (38.71 million euro) concerned only commercial papers as well as medium term notes taken out by ATENOR GROUP s.a. within the framework of its CP/MTN programme commercialized by DEXIA.

The nominal value of the financial debts recorded corresponds to the market value, minus fees and commissions put in place for this credit facilities.

In EUR

Credit institutions ProjectsBank loans Premium 6,000,000

Europa 7,000,000

Total 13,000,000

Other loans Expiry

datesCP -

MTN 04.02.2008 7,500,000

13.02.2008 2,000,000

31.03.2008 1,000,000

17.05.2008 5,000,000

23.07.2008 5,000,000

25.07.2008 2,000,000

29.07.2008 2,000,000

14.07.2009 2,000,000

06.08.2009 5,000,000

23.05.2011 4,000,000

06.08.2012 3,000,000

Total 38,500,000

The group’s average annual interest rate stands at 4.8075%. A pro-portion of 86.4% of this indebtedness is at fixed rate.

Trade and other payablesThe “Accrued charges and deferred income” (51.9 million euro) con-cerns the spread of the result of the sale of PRESIDENT shares in accordance with the rate of progress of work in compliance with the group’s evaluation rules.

In 2006, the “Advances received” were primarily represented by a cli-ent instalment on the services of the Pixel project (4 million euro). Following the provisional acceptance of Pixel, these instalments were taken into account in the result in 2007.

The “Trade and other payables” are valued at their nominal value, which is close to their fair value.



Evolution of the employee benefitsAt the end of the preceding period 1,071 1,815

Establishment of new provisions 909

Transfers to "Liabilities included in disposal groups held for sale" -1,376

Amounts of provisions used or provisions reversed -372 -276

At the end of the period 699 1,071

of which non-current pension obligation 490 736

of which current pension obligation 208 335

Note 21: Employee benefits

The discount, estimated at a total of 583 thousand euro (entered in equity under the heading of IFRS 2 - Payment based on shares) of which 48 thousand euro is charged to the 2006 financial year and 279 thousand euro to the financial year 2007, will be acquired by the assignees only if they keep the shares for at least 24 months, and they will be responsible for paying an additional price of 5 euro per share if they do not respect this commitment or if they leave the company before this time.

In compliance with the decision of the Remuneration Committee of 13.12.2006, ratified by the board of Directors of 31.05.2007, ATENOR GROUP on 03.08.2007 issued a total of 49,300 options on own shares to various members of management and staff. The exercise price was set at 42.35 euro which corresponds to the average closing price of the quotes of the 30 days preceding the issue date. These options are exercisable during the periods from 28.03.2011 to 22.04.2011, from 01.10.2011 to 31.10.2011 and from 26.03.2012 to 20.04.2012.

based on the value of the options on the date of allocation (03.08.2007), the charge was spread over 3 years prorata temporis. This charge amounts to 31 thousand euro in 2007. It will be 76 thousand euro annually from 2008 to 2010 and 19 thousand euro in 2011.

In 2006 and 2007, the employee benefits cover the Group’s insurance obligations (IAS 19) as well as the provisions set up on behalf of three people within the framework of their departure from ATENOR GROUP s.a.

In compliance with the decision of the Remuneration Committee of 13.10.2006, ratified by the board of Directors of 10.11.2006, ATENOR GROUP transferred, as at 30.11.2006, a total of 111,706 own shares to various members of the Management and the Staff. The transfer price was set at 26.10 euro, that is 100/120th of the average of the last 30 days of quotation, thus in line with the limits within which the Tax Administration considers that the operation does not constitute an advantage in kind to the benefit of the assignees.



Detail of the discontinued operations result (net of taxes)DELTA EXTINCTORS: consolidated loss on disposals realized (-) -330

Result on DELTA EXTINCTORS -405

IMAG: consolidated loss on disposals realized (-) -2,749

Result on IMAG (net of intercompanies result) 4,481

PUBLIMAIL: consolidated profit on disposals realized 183

Result on PUBLIMAIL 8

D'SIDE: consolidated loss on disposals realized (-) -492

Result on D'SIDE (net of intercompanies result) 216

Net result of the discontinued operations 1,648 -735


Main categories of assets included in "Non-current assets and disposal groups held for sale"Intangible assets 23,793

Property, plant and equipment 5,851

Inventories 9,502

Trade and other receivables 20,738

Cash 2,989

Other assets 1,464

Total 0 64,338

Main categories of liabilities included in "Liabilities included in disposal groups held for sale"Financial liabilities 26,742

Trade payables 12,326

Other liabilities 9,345

Total 0 48,413

Note 22: Result of discontinued operations

Note 23: Assets/liabilities held for sale

The “Result of discontinued operations” in 2007 concerns the income yielded by operational activities and the transfers of IMAG activities (transfer with effect on 30.12.2007) PUblIMAIl (transfer with effect on 10.08.2007) and D’SIDE (transfer with effect on 03.07.2007)

The result on IMAG breaks down into an operating profit of 8.25 mil-lion euro (in July 2007, IMAG had itself sold its subsidiary AGV), a financial loss of 4.37 million euro and a tax charge of 214 thousand euro.

The result on PUblIMAIl breaks down into an operating profit of 110 thousand euro, a financial loss of 81 thousand euro and a tax expense of 21 thousand euro.

The result on D’SIDE breaks down into an operating profit of 311 thousand euro, a financial profit of 3 thousand euro and a tax expense of 92 thousand euro.

The results for the preceding year would concern DElTA EXTINCTORS (sold on 26.06.2006).

On 31.12.2006, the management already foresaw the transfer of Private Equity participating interests (IMAG, PUblIMAIl and D’SIDE). As per IFRS 5, the assets and liabilities of these companies were classed as “Assets/liabilities held for sale”.

In 2007, all these companies were sold.


ATENOR GROUP is a holding company that holds investments in com-panies developing real estate projects while it also develops real estate property promotions itself.ATENOR GROUP and its subsidiaries are faced with the risks and uncertainties inherent in this activity, and especially the changes in international economic trends and the markets in which the buildings are established, and the changes in the bases of the financial mar-kets, such as interest rates and the volume of funds intended for investment.The board of Directors is attentive to the analysis and the manage-ment of the different risks and uncertainties to which ATENOR GROUP and its subsidiaries are subject.More specifically, the board of Directors sets out three identified risks with which ATENOR GROUP is confronted:1) In the context of the tax dispute involving the so-called “liquidity

Companies”, which could concern more than 700 companies in belgium, major charges were brought against certain of the Group’s former subsidiary companies; these companies had been sold to investors, introduced and recommended to ATENOR GROUP by intermediaries and banking institutions of repute. It transpired that these investors might have embezzled the liquidi-ties of the acquired companies, and failed to fulfil their tax obliga-tions by not proceeding with any reinvestment as announced.

These tax disputes, which do not relate to ATENOR GROUP directly, have in certain cases given rise to criminal complaints or civil proceedings, mainly against the buyers and the intervening banks, but in which ATENOR GROUP, as the seller of these com-panies, could be involved. ATENOR GROUP, which fully and hon-estly co-operated in the investigations carried out by the legal and tax authorities, has not committed any fraud either with regard to tax law or to company law, and is confident that it will have its good faith recognized.

2) In the context of the disposal of the NORTh GAlAXy shares, ATENOR GROUP has assumed NORTh GAlAXy’s commitments relating to the payment of the Variable Part of the acquisition price of the land; these commitments were honoured in full dur-ing 2005.

however, ATENOR GROUP is facing a number of claims concern-ing the amount of this Variable Part. These allegations are with-out foundation and cannot furthermore be validly raised in view of the applicable contractual provisions. They have not therefore been made the subject of a provision.

3) Finally, ATENOR GROUP was notified in December 2006 of the introduction of an action brought against the Group in luxembourg by a luxembourg family group. An association with this group with a view to implementing the President project was envisaged in 2004 but did not take concrete form. ATENOR GROUP had not had any contact with this promoter since the summer of 2005. At present it maintains that it has a claim on the share of the profits to be realized by ATENOR GROUP on the President project. ATENOR GROUP is convinced of the absence of any foundation for the action directed against it; this position has been confirmed by its legal advisors at the end of a detailed analysis of the case. Furthermore, the plaintiff has not expedited the procedure for several months.

Note 24: Risks management

Operating risk

Project follow-up is provided by the implementation of a regular com-munication system. Internal control is provided by:- a Steering Committee which meets weekly for each of the

projects and- an Executive Committee that meets monthly for each of the

projects and for which minutes are taken.

The members of these committees are ATENOR GROUP and C.P.P.M. executive officers and managers as well as the project manager.

when the project reaches the construction phase, even in the case of sales of buidings that will be completed in the future, a monthly progress meeting is held with:

- the external specialists (quantity surveyor, architects, ens.) to ensure the deadlines agreed are complied with and

- the entrepreneur, in the case of sales of buidings that will be completed in the future: the monthly progress certificates, pay-ments and invoices are established at this meeting.

This communication system is used to determine, to control and to resolve any operating risk in due time.

Market risks (financial)

The market risks that could influence the group’s financial result are limited to liquidity, interest rate and exchange rate risks.

ATENOR GROUP is financed by various banking partners with which it has a strong, long term relationship. This diversified financing reduc-es the risk of financing and the group’s interest rate.

In addition, market risks such as exchange rates and interest rates do not significantly affect the Group’s results.

Accounts receivable risk

The counterparty risks can be considered on a case by case basis. within the framework of real estate projects, the purchasers have a limited risk profile and an excellent reputation. In certain circum-stances, specific measures or analyses in greater depth may be necessary for the acceptance of new counterparts.


The board of Directors of 3 March 2008 approved the issue of an option plan on shares destined for members of staff and group employees. Subject to acceptance by the people involved, this plan will concern a total 51,700 existing shares and will therefore not give raise to the issuing of new shares. The options will be exercisable as of March 2012 at a price corresponding to the average price of the quotes of the 30 days preceding the issue.

Note 25: Event after the balance sheet date

No other important event since 31 December 2007 is worthy of mention.



Guarantees constituted or irrevocably promised by third partiesBank guarantees for security deposits (1) 1,546 1,374

Other security deposits received 100 100

Real securities constituted or irrevocably promised by the companies on their own assetsMortgages (2)

accounting value of the mortgaged buildings 3,983 42,419

amount of the registration 100 1,100

with mortgage proxy 12,900 73,900

Collateral on business

amount of the registration 7,625

proxy

Guaranteed deposits (3) 4,132

Goods and shares held on behalf of third partiesGoods and shares held on behalf of third parties 38

Other acquisition or transfer commitmentsCommitment for the acquisition of securities (4) 7,625 7,625

Commitments for the acquisition of buildings (5) 16,941 1,507

Put options held by ATENOR GROUP or its subsidiaries (6) 229 229

Call options held by ATENOR GROUP or its subsidiaries (6) 1,677 2,845

Put options held by third parties

Call options held by third parties (7) 1,800

Purchase option granted on building p.m. p.m.

Commitments and guarantees constituted towards third partiesVarious bank guarantees/other security deposits in solidarity (8) 4,186 39,076

Lease guarantees 170 106

Commitments for issues of sharesSubscription rights: 350 7 863

Other rightsAgreement protocol D.R.C. 2,820 5,218

Comments on the 2007 figures:(1) Of which 1.48 million euro bank guarantee for the correct execution of the construction of the President buildings – Expiry: at provisional acceptance.(2) Mortgages in favour of DEXIA within the framework of facility agreements entered into by ATENOR GROUP s.a. and bRUSSElS EUROPA – Expiry: 03.2009.(3) Escrow accounts within the framework of the provisional acceptance of the Pixel project – Expiry: 31.12.2008.(4) Addition to the maximum price to be paid for the AlCO bUIlDING securities.(5) Mainly concerns acquisition undertakings of land within the framework of the Port du bon Dieu (expiry: 27.06.2008) and Victor projects.(6) Cross options (call and put) held on the company lA MEUTE.(7) Option held by IMAG on the purchase of lAZER IMMO – Expiry: 01.06.2010.(8) This item primarily covers:

• a bank guarantee for 2.19 million euro (rental income) on behalf of hEXATEN within the framework of the transfer of Nysdam – Expiry: at the latest on 15.09.2011 and • a 2 million euro undertaking by ANAPhOR VENTURE within the framework of the transfer of the D’SIDE GROUP.

Note 26: Commitments and contingent liabilities


Company Name Head Office

Fraction of the capital directly or indirectly held in %

Subsidiaries consolidated by the full consolidation method

ALCO BUIDING 1310 La Hulpe 100.00

ANAPHOR VENTURE 1310 La Hulpe 95.88

ATENOR GROUP Luxembourg L-1212 Luxemburg 100.00

ATENOR REAL ESTATE 1310 La Hulpe 100.00

BRUSSELS EUROPA 1040 Brussels 100.00

C.P.P.M. 1310 La Hulpe 100.00

HMLFT 1310 La Hulpe 99.98

I.D.M. 1310 La Hulpe 99.64

LAURENTIDE 1310 La Hulpe 100.00

LAZER IMMO Sro Czech Republic 100.00

VUE SUR HAIN 1310 La Hulpe 100.00

Note 27: Structure of the Group

The main changes of perimeter during 2007:

Sales of shares:

Sale of all the shares held in PRESIDENT A, b and C, IMAG GROUP, PUblIMAIl GROUP and D’SIDE GROUP.

Increase of the perimeter:

Acquisition of all the shares of VUE SUR hAIN in November 2007.

Company Name Head Office

Fraction of the capital directly or indirectly held in %

Joint venture companies consolidated by the equity method

I.E.K. B L-2220 Luxemburg 50.00

SOUTH CITY HOTEL 1160 Brussels 40.00

SOUTH CITY OFFICE 1160 Brussels 40.00

Non-consolidated financial assets

PLANTADEM 1310 La Hulpe 51.49


Audit report

purpose of expressing an opinion on the effectiveness of the Group’s internal control. we have also evaluated the appropriateness of the accounting policies used and the reasonableness of accounting esti-mates made by management, as well as the presentation of the consolidated financial statements taken as a whole. Finally, we have obtained from the board of directors and Group officials the explana-tions and information necessary for our audit. we believe that the audit evidence we have obtained and the work of the other auditors who have audited the financial statements of certain subsidiaries provides a reasonable basis for our opinion.

In our opinion, based on our audit and on the reports of other audi-tors, the consolidated financial statements give a true and fair view of the Group’s net worth and financial position as of 31 December 2007 and of its results and cash flows for the year then ended in accord-ance with International Financial Reporting Standards, as adopted by the European Union, and with the legal and regulatory requirements applicable to quoted companies in belgium.

Additional statements and information

The company’s board of directors is responsible for the preparation and content of the management report on the consolidated financial statements.

Our responsibility is to include in our report the following additional comment, which does not have any effect on our opinion on the con-solidated financial statements:

The management report on the consolidated financial statements deals with the information required by the law and is consistent with the consolidated financial statements. however, we are not in a posi-tion to express an opinion on the description of the principal risks and uncertainties facing the companies included in the consolidation, the state of their affairs, their forecast development or the significant influence of certain events on their future development. Nevertheless, we can confirm that the information provided is not in obvious contra-diction with the information we have acquired in the context of our appointment.

brussels, March 5, 2008

GOOSSENS GOSSART JOOS scprl

INDEPENDENT AUDITORS

represented by Daniel GOOSSENS

Consolidated financial statementsAuditors report - year ended December 31, 2007

In accordance with the legal requirements, we report to you in the context of our appointment as statutory auditors. This report includes our opinion on the consolidated financial statements as well as the required additional statements and information.

Unqualified opinion on the consolidated financial statements

we have audited the consolidated financial statements of ATENOR GROUP s.a. and its subsidiaries (the “Group”) as of and for the year ended 31 December 2007, prepared in accordance with International Financial Reporting Standards, as adopted by the European Union, and with the legal and regulatory requirements applicable to quoted companies in belgium. These consolidated financial statements com-prise the consolidated balance sheet as of 31 December 2007 and the consolidated statements of income, changes in shareholders’ equity and cash flows for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The total of the consolidated balance sheet amounts to 239,002,163.22 euro and the consolidated income statement shows a profit for the year of 35,413,870.61 euro. The annual financial statements of certain sub-sidiaries included in the consolidation have been audited by other external auditors. we based our audit on their audit opinions and we have carried out specific additional audit procedures in the context of the consolidation.

The company’s board of directors is responsible for the preparation of the consolidated financial statements. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of consolidated financial state-ments that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting poli-cies; and making accounting estimates that are reasonable in the circumstances.

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. we conducted our audit in accordance with the legal requirements applicable in belgium and with belgian auditing standards, as issued by the “Institut des Reviseurs d’Entreprises/Instituut der bedrijfsrevisoren”. Those audit-ing standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

In accordance with the auditing standards referred to above, we have carried out procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The selec-tion of these procedures is a matter for our judgment, as is the assessment of the risk that the consolidated financial statements contain material misstatements, whether due to fraud or error. In making those risk assessments, we have considered the Group’s internal control relating to the preparation and fair presentation of the consolidated financial statements, in order to design audit proce-dures that were appropriate in the circumstances, but not for the


ANNUAL ACCOUNTSAnnual Report 2007

The statutory accounts have been drawn up in compliance with the belgian accounting standards.

In conformity with article 105 of the Companies Code, the annual statu-tory accounts of ATENOR GROUP s.a. are presented in a summary form.

The submission of the consolidated statutory accounts will be made at the latest thirty days after their approval.

The auditor issued an opinion without reservation on the statutory annual accounts of ATENOR GROUP s.a.

The annual accounts, the management report and the report of the audi-tor are available upon simple request from the following address:avenue Reine Astrid, 92 in b-1310 la hulpe.



BALANCE SHEET

AssetsFixed Assets 52,603 89,579

II. Intangible assets 23 17

III. Tangible assets 601 288

IV. Financial assets 51,980 89,274

Current Assets 163,366 55,217

V. Amounts receivable after one year 33,910

VI. Stocks and orders in the course of execution 1,869 1,192

VII. Amounts receivable within one year 36,756 20,039

VIII. Investments 90,509 33,448

IX. Cash balance 104 311

X. Deferred charges and accrued income 217 227

TOTAL ASSETS 215,969 144,796

LiabilitiesGroup capital and reserves 143,119 72,740

I. Capital 38,880 38,024

IV. Reserves 16,490 16,491

V. Accumulated profits 87,749 18,225

Provisions and deferred taxes 5,580 2,605

VII. Provisions for liabilities and charges 5,580 2,605

Creditors 67,270 69,451

VIII. Amounts payable after one year 20,000 22,000

IX. Amounts payable within one year 46,601 46,772

X. Accrued charges and deferred income 669 679

TOTAL LIABILITIES 215,969 144,796

Financial statements (abbreviated version)


INCOME STATEMENT I. Operating income 2,627 2,954

II. Operating charges -11,908 -6,484

III. Operating profit (loss) -9,281 -3,530

IV. Financial income 4,200 3,802

V. Financial charges -2,669 -2,558

VI. Operating profit (loss) before taxes -7,749 -2,286

VII. Extraordinary income 82,214 18,174

VIII. Extraordinary charges -4,942 -6,969

IX. Profit of the financial year before taxes 69,524 8,919

XI. Profit of the financial year 69,524 8,919

XIII. Profit of the financial year to be appropriated 69,524 8,919

APPROPRIATION ACCOUNT A. Profit to be appropriated 87,749 25,133

1. Profit for the financial year 69,524 8,919

2. Previous year accumulated profits 18,225 16,214

C. Appropriations to equity (-) -86 -278

2. To legal reserve 86 278

D. Profit (loss) to be carried forward (-) -74,414 -18,225

1. Profit to be carried forward 74,414 18,225

F. Profit to be distributed (-) -13,250 -6,630

1. Dividends 13,100 6,550

2. Director’s entitlements 150 80

Declaration relating to the consolidated accounts

The undertaking draws up and publishes the consolidated accounts and a consolidated management report in conformity with the legal arrangements.

Rapport Financier2007

Pour plus d’informations :

Avenue Reine Astrid, 92 B-1310 La Hulpe

Tél. : + 32 2 387 22 99 Fax : + 32 2 387 23 16

Website : www.atenor.be e-mail : [email protected]

TVA BE 0403 209 303 RPM Nivelles

Investor Relations : Sidney D. Bens, Directeur FinancierTél. : + 32 2 387 22 99 Fax : + 32 2 387 23 16e-mail : [email protected]

Documents

2007 - zonebourse.com · AUDIT REPORT ... (Immobilière des Deux Maisons): This project, ... promotion, in 2007 ATENOR GROUP finalised the sale of its last three participating interests