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Financial Reports 2007 4

2007-Implenia-Finanzielle-Berichterstattung-e

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4 Financial Reports 2007 04ConsolidatedIncomeStatement 05ConsolidatedBalanceSheet 06ConsolidatedStatementofCashFlows 07ConsolidatedStatementofChangesinEquity 08NotestotheConsolidatedFinancialStatements 55ReportoftheGroupAuditorsontheConsolidatedAccounts Unofficialtranslationforinformationonly. ApprovedandpublishedversionisavailableinGerman. ConsolidatedFinancialStatementsoftheImpleniaGroup StatutoryFinancialStatementsofImpleniaLtd ConsolidatedFinancial Statements oftheImpleniaGroup 1

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Page 1: 2007-Implenia-Finanzielle-Berichterstattung-e

Financial Reports2007

4

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Consolidated Financial Statements of the Implenia Group Statutory Financial Statements of Implenia Ltd

1 2

04 Consolidated Income Statement05 Consolidated Balance Sheet06 Consolidated Statement of Cash Flows07 Consolidated Statement of Changes in Equity08 Notes to the Consolidated Financial Statements55 Report of the Group Auditors on the Consolidated Accounts

58 Income Statement59 Balance Sheet60 Notes to the Statutory Financial Statements65 Report of the Statutory Auditors

Unofficial translation for information only.Approved and published version is available in German.

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Consolidated FinancialStatementsof the Implenia Group

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Consolidated Income Statement

Restated figures1

Notes 2007 2006

2 2 380 625 2 413 868(1 448 835) (1 517 735)

3 (711 280) (686 704)4 (138 678) (158 836)

(46 010) (37 326)17 2 846 3 294

– 4832 38 668 17 044

5 (10 422) (8 342)5 3 312 5 337

31 558 14 039

6 (6 024) (7 897)25 534 6 142

24 819 5 277715 865

25 534 6 142

7 CHF 1.37 CHF 0.317 CHF 1.37 CHF 0.31

1 Discounts and commissionson finance guarantees(amounting to KCHF 2 770in 2006 in the financialresult) have been reclassifiedin the Income Statement(materials andsubcontractors: KCHF +801,Turnover: KCHF –3 571).According to the newaccounting policies, turnoverfrom real estate transactionsshould correspond to theselling price. Turnover wasadjusted by KCHF +79 297and chargesby KCHF –79 297.

2 Including adjustment ofgoodwill. See note 20.

Consolidated Income Statement

(in 1000 CHF)

Group turnoverMaterials and sub-contractorsPersonnelOther operating expensesDepreciation2

Income from associated companiesIncome from other investmentsOperating result

Financial chargesFinancial incomeResult before tax

Income tax expenseGroup result

Attributable to:Shareholders of Implenia LtdMinority interestsGroup result

Earnings per share (undiluted)Earnings per share (diluted)

The notes on pages 8 to 54 are an integral part of these consolidated financial statements.

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5Consolidated Financial Statements of the Implenia Group

Consolidated Income Statement l Consolidated Balance Sheet

Consolidated Balance Sheet

Restated figures1

Notes 31.12.2007 31.12.2006

8 47 153 107 3469 1 343 68610 432 633 374 82311 187 013 172 16812 34 886 11 46213 40 857 29 98414 19 005 18 31015 168 049 165 077

31 659 22 994962 598 902 850

16 231 097 212 81217 31 481 22 35418 22 191 40 82324 8 776 8 25819 83 137 92 59925 2 588 4 953

379 270 381 7991 341 868 1 284 649

23 158 645 81 096175 772 134 254

11 381 276 485 34112 70 517 34 97221 41 728 36 885

3 059 4 88322 77 336 87 63826 1 999 1 766

910 332 866 835

23 5 780 15 71825 14 666 13 61326 6 196 19 933

26 642 49 264

27 83 124 89 589133 783 123 315160 398 153 496

28 (1 961) (7 319)24 819 5 277400 163 364 358

4 731 4 192404 894 368 550

1 341 868 1 284 649

1 Amounts owed by workpartnerships of KCHF 61 153were reclassified from workpartnerships to trade debtors.Within liabilities, the sum ofKCHF 224 was reclassified totrade payables.Provisions for partnershipsof KCHF 26 093 werereclassified from work inprogress liabilities topartnerships liabilities.Deferred taxes on pensionscheme assets wererecalculated on 1 January2006 for an amount ofKCHF 1 922 (Goodwill:KCHF –817 for the Batigroupshare and reserves onprofits: KCHF –2 739 for theZschokke share). In 2006,the immaterial amount ofKCHF 41 was not adjusted for.

Consolidated Balance Sheet

(in 1000 CHF)

ASSETSCash and cash equivalentsSecuritiesTrade debtorsWork in progressWork partnershipsOther debtorsInventoriesReal estate operationsPrepayments and accrued incomeCurrent assets

Tangible fixed assetsInvestments in associated companiesOther financial investmentsBenefit plan surplusIntangible assetsDeferred tax assetsNon-current assetsTOTAL

EQUITY AND LIABILITIESCurrent portion of long-term borrowings, banksTrade payablesWork in progressWork partnershipsOther payablesCurrent tax liabilitiesAccruals and deferred incomeCurrent portion of long-term provisionsCurrent liabilities

Long-term borrowingsProvision for deferred tax liabilitiesLong-term provisionsNon-current liabilities

Share capitalReservesRetained earningsTreasury sharesResult attributable to shareholders of Implenia

Minority interestsEquityTOTAL

The notes on pages 8 to 54 are an integral part of these consolidated financial statements.

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Consolidated Cash Flow Statement

Restated figures1

Notes 2007 2006

31 558 14 03946 010 37 326

26 (9 691) 8 23015 45 2 348

(3 601) 25624 (518) 17517 2 916 5 033

2 109 2 11710, 13 (47 105) (123 711)

46 361 18 25811, 14 (119 605) 52 071

12 12 121 (13 364)15 (43 198) (42 835)15 44 125 76 949

(23 686) 9 261(6 192) (7 321)

935 2 186(2 760) (3 451)

a) (70 176) 37 567

16 (58 235) (28 832)16 6 127 5 51736 – 19 392

17, 18 (4 940) (22 968)17, 18 14 144 13 588

19 (204) (444)b) (43 108) (13 747)

23 323 681 306 88723 (256 070) (315 221)

(176) (104)– (6 827)

(6 284) –(19 944) (1 220)11 620 729

c) 52 827 (15 756)

(60 457) 8 064264 (155)

(60 193) 7 909107 346 99 43747 153 107 346

1 The 2006 cash flows havebeen adjusted accordingto changes made to thebalance sheet.

Consolidated Cash Flow Statement

(in 1000 CHF)

Operating activitiesNet profit before taxesDepreciationChanges in provisionsChanges in value adjustment of real estate operationsProfit on sale of fixed assetsChanges in benefit plan adjustmentsDividends received from associated companiesOther adjustments not effecting cash and cash equivalentsChanges in trade and other debtorsChanges in trade and other payablesChanges in work in progress/inventoriesChanges in work partnershipsInvestments in real estate operationsDisposals of real estate operationsOther short-term assets and liabilitiesInterest paidInterest receivedTaxes paidNet cash from operating activities

Investment activitiesInvestments in tangible fixed assetsDisposals of tangible fixed assetsPurchase/sale of subsidiariesOther investments in financial assetsOther disposals of financial assetsInvestments in intangible assetsNet cash from investment activities

Financing activitiesIncrease in borrowingsRepayment of borrowingsMinority interests (dividends paid)Dividends paidNominal value refundPurchase of treasury sharesSale of treasury sharesNet cash from financing activities

Net increase / (decrease) in cash and cash equivalents (a+b+c)Foreign currency translationIncrease / (decrease) in cash and cash equivalentsCash and cash equivalents at the beginning of the financial yearCash and cash equivalents at the end of the financial year

Significant non-cash transactions: no acquisition of leased equipment in 2007 (2006: CHF 3.8 million).

The notes on pages 8 to 54 are an integral part of these consolidated financial statements.

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7Consolidated Financial Statements of the Implenia Group

Consolidated Cash Flow Statement l Consolidated Statement of Changes in Equity

Consolidated Statementof Changes in Equity

Implenia Ltd ShareholdersConsoli- Reva- Foreign

Share Treasury dated luation Currency Retained Sub- Minority TotalCapital Shares Reserves Reserves Translation Earnings total Interests Equity

25 500 (1 923) 19 152 – 486 162 057 205 272 1 286 206 558

– – – – – (2 739) (2 739) – (2 739)25 500 (1 923) 19 152 – 486 159 318 202 533 1 286 203 819

– – – – (126) – (126) – (126)

– – – – (126) – (126) – (126)– – – – – 5 277 5 277 865 6 142– – – – (126) 5 277 5 151 865 6 016

64 089 (4 905) 100 390 – – – 159 574 6 159 580– – (1 214) – – – (1 214) – (1 214)

– – – – – (765) (765) – (765)

– – – 2 906 – – 2 906 2 139 5 045– – – – – 1 770 1 770 – 1 770– (491) 1 721 – – – 1 230 – 1 230– – – – – (6 827) (6 827) (104) (6 931)

89 589 (7 319) 120 049 2 906 360 158 773 364 358 4 192 368 550

89 589 (7 319) 120 049 2 906 360 158 773 364 358 4 192 368 550– – – – 3 341 – 3 341 – 3 341

– – – – 3 341 – 3 341 – 3 341– – – – – 24 819 24 819 715 25 534– – – – 3 341 24 819 28 160 715 28 875

– – – – – 2 583 2 583 – 2 583– 5 177 7 328 – – (958) 11 547 – 11 547– – (201) – – – (201) – (201)

(6 465) 181 – – – – (6 284) – (6 284)– – – – – – – (176) (176)

83 124 (1 961) 127 176 2 906 3 701 185 217 400 163 4 731 404 894

Consolidated Statement of Changes in Equity

(in 1000 CHF)

Balance as at 1.1.2006Deferred tax adjustmenton pension scheme assetsPosition as at 1.1.2006 after adjustmentForeign currency translationGain/Loss recognised directlyin equity (sub-total)Profit for the periodGain/Loss recognised for the period

Capital increase as at 6.03.06(and share exchange)Transaction costsReverse 2005 capital gainon Batigroup sharesValue adjustment of newlyconsolidated companiesPayments based on sharesChange in treasury sharesDividends paidBalance as at 31.12.2006

Balance as at 1.1.2007Foreign currency translationGain/Loss recognised directlyin equity (sub-total)Profit for the periodGain/Loss recognised for the period

Payments based on sharesChange in treasury sharesFiscal impactNominal value refundDividends paidBalance as at 31.12.2007

Share capital: see note 27.

Treasury shares: see note 28.

Deferred taxes on pension scheme assets were recalculated on 1 January 2006 for an amount of KCHF 1 922 (Goodwill: KCHF –817 for the Batigroupshare and reserves on profits: KCHF –2 739 for the Zschokke share). In 2006, the immaterial amount of KCHF 41 was not adjusted for.

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Accounting Policies

General

Presentation of the consolidatedfinancial statementsThe consolidated financial statements of the ImpleniaGroup are prepared in accordance with IFRS(International Financial Reporting Standards) as definedby the International Accounting Standard Board (IASB).The comparative information on the income state-

ment and associated notes for the 2006 financial yearincludes for the period from 1 January to 2 March 2006only the activities of the former Zschokke Group.The merger of Zschokke and Batigroup to form Impleniais recognized from 3 March 2006.

Changes in accounting policiesThe following new standards, amendments to standardsand IFRS interpretations have been considered for thepreparation of the 2007 Financial Report:– IFRS 7 Financial instruments:From this report onwards, the new disclosure rulesrequire disclosure of additional information onfinancial instruments that could materially affectthe company's financial and income position.This information is qualitative as well as quantitative.Accounting policies relating to risk managementfor financial instruments have been adjustedaccordingly.

– IFRIC 7 Applying the restatement approach underIAS 29 – Financial Reporting in hyperinflationaryeconomies.

– IFRIC 8 Scope of IFRS 2.– IFRIC 9 Reassessment of embedded derivatives.– IFIRC 10 Interim financial reporting and impairmentlosses.

– Amendment to IAS 1 – Presentation of financialstatements.

The impact of these changes is not significant for theconsolidated accounts and/or is limited to additionaldisclosure, particularly with regard to IFRS 7.As part of the accounting policies, the breakdown

into segments has been adjusted according to thereassignment of activities to the different sectors.The new segments are described below under “Segmentinformation”.

Turnover from real estate transactions now includesthe revenue from the relevant period, rather than, aspreviously, just the net income from the properties sold.The costs of the properties sold are shown on saleunder expenses as a decrease in inventory; valuationadjustments on properties within the portfolio are alsoshown under expenses.The content of other accounting policies has not

been changed. However, the form of some policieshas been adapted and, if appropriate, additionaldisclosure has been added to facilitate understanding.

Standards, interpretations and amendmentsto standards published (but not yet mandatory)The following standards, amendments and interpreta-tions have already been adopted by IASB, althoughtheir application will become mandatory only for theyears starting after 1 January 2007. (Implenia decidednot to adopt those requirements early.)– IFRS 8 Operating Segments: (for years starting from1 January 2009).IFRS 8 replaces IAS 14 Segment Reporting.The definitions of operating segments and thereporting are based on the information used by theoperating management. The application of IFRS 8will influence the reporting by segments, but willhave no impact on the consolidated result.

– IAS 1 Presentation of Financial Statements – revised.

The revised version of IAS 1 should make it easierfor the reader to analyse and compare the informationgiven in financial reports. The main changes are thatin future companies will have to prepare a morecomprehensive “Statement of financial position”(formerly “Balance sheet”) and a more comprehensive“Statement of income” (formerly “Income statement”).The new “Statement of income” should also includethe items that are currently booked directly throughequity (e.g. exchange rate differences). In addition,the tax implications of each item are to be shown.The new “Statement of financial position” can beshown as a single global statement with appropriateinterim results, or as two separate statements – anincome statement followed by a “Statement of financialposition”.

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9Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

– IAS 23 – Borrowing Costs – Amendment – Changeof treatment of borrowing costs concerning theacquisition, construction or production of a quali-fying asset (that necessarily takes a substantialperiod of time to get ready for its intended use orsale). Borrowing costs related to qualifying assetswill have to be capitalised (for financial yearsbeginning on or after 1 January 2009).

– IFRIC 11, Group and Treasury Share Transactionsaccording to IFRS 2 (for years starting from1 March 2007).

– IFRIC 12, Service Concession Arrangements(for years starting from 1 January 2008).

– IFRIC 13, Customer loyalty programmes(for years starting from 1 January 2008).

– IFRIC 14, IAS 19, The Limit on a Defined BenefitAsset, Minimum Funding Requirements and theirInteraction (for years starting from 1 January 2008).

– IFRS 3 – Business combinations – revised standard(for financial years beginning on or after 1 July 2009).

– IAS 27 – consolidated financial statements andaccounting for investments in subsidiaries – revisedstandard (for financial years beginning on or after1 July 2009).

The management has examined these new standardsand interpretations and has reached the conclusionthat the effects on the consolidated accounts arenot material (except IFRS 3 in the case of a newacquisition), and that they are limited to additionaldisclosures or disclosures in another form.

Basis of consolidationThe parent company of the group (Holding) isImplenia Ltd, with registered office in Dietlikon,Switzerland. The consolidated accounts are presentedin thousands of Swiss francs, unless indicated other-wise. In principle, it owns directly the main subsidiariesof the Group that come within the consolidation.The details of the shareholdings held directly or indi-rectly by Implenia Ltd are given on pages 52 and 53of the present annex.Valuation is based on historical cost, with the

exception of certain items for which the valuationmethods are described below.

SubsidiariesSubsidiaries are companies in which Implenia exercisescontrol over the financial and commercial policies.This is generally the case if Implenia holds, directly orindirectly, more than 50% of the capital or the majorityof the voting rights. To determine whether controlexists, the existence and impact of potential existingor convertible voting rights is considered. The accountsof these companies are prepared using consistentaccounting policies as those of the group and inconformity with IFRS. The year end of subsidiaries isthe same as of the parent company.All intra-group balances, transactions, income and

expenses and profits and losses resulting from intra-group transactions that are recognised in assets andthat have not yet been realised in relation to thirdparties (for example: inventory movements), are elimi-nated in full. Intra-group transactions are done atmarket prices.New subsidiaries are consolidated from the date

of their acquisition, which corresponds to the dateof taking control, using the Purchase Method ofaccounting, as defined by the standard IFRS 3.A company is excluded from the consolidation on thedate when control ceases.

Transactions with minority interest holdersTransactions with minority interest holders are treatedsimilarly to transactions with third parties. Sales ofminority shares generate a profit or a loss in theconsolidated accounts. Purchases of minority sharesgenerate goodwill amounting to the differencebetween the purchase price and the correspondingnet asset value of the affiliated company.

Associated CompaniesAssociated companies are companies in whichImplenia exercises a considerable influence, but notcontrol. In principle, they are companies in which theGroup holds between 20 and 50% of the capital.These entities are accounted for using the EquityMethod. In the balance sheet, they are separatelydisclosed. The reference date for the Equity Methodcalculation is, in principle, the same as the year enddate of the parent company. However, if some of theaccounts are not available at this time, the valuationis performed on the basis of the last available financial

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statements, taking into consideration any changesnoted since then. Associated companies are includedin the consolidation using accounting and valuationpolicies similar to those of the group.The share of the Group in the result of associated

companies is accounted for separately in the consoli-dated income statement. The share in losses is limitedto the value of the shareholding, in so far as the Groupis not committed to any liability beyond that value.

Work partnerships (consortia)These are activities carried on jointly by two or morepartners and are performed, in general, in the legalform of a partnership. The partners share control andshare the running, resources and know-how with theaim of performing a given activity in the context ofone or more contracts. The partners must make avail-able human and material resources that are invoiceddirectly to the work partnership. The results achievedfor works executed jointly are distributed on the basisof contractual agreements and are recorded in thecontext of these activities.Certain work partnerships have their own assets,

acquired or contributed for the execution of theplanned activity. The share of the group in these netassets is presented as credit and debit balances inrelation to the work partnership. The composition ofthe net assets of the work partnerships is presented inthe notes.

Minority holdingsThe minority holdings in which Implenia does notexercise predominant control, in general shareholdingsnot exceeding 20%, are classified as “available forsale” and are reported in the balance sheet at theirfair value, in accordance with IAS 39. Changes in thefair value are recorded in equity. These unrealisedprofits and losses recorded in equity are transferred tothe income statement on sale of the shareholdings.The losses previously recorded in equity are also trans-ferred to the income statement whenever a significantand lasting impairment in the value of the share-holdings is noted.

Estimates and assumptionsThe preparation of the Group financial statementsaccording to IFRS standards requires that a numberof assumptions be formulated concerning the future,which entails a certain number of judgements andestimates that directly impact the values disclosed inthe balance sheet and the income statement.These assumptions, judgements and estimates arebased on experience and on factors considered relevantin the given conditions.Assumptions are subject to permanent review.

Changes made in the estimates used are accountedfor directly in the year when the estimate is reviewed.The categories that are especially based on

assumptions and estimates and for which such esti-mates may generate significant adjustments to thebook values during the following year are detailedbelow.Turnover of Works in progress and Work

partnerships: the valuation of works in progress andwork partnerships, and therefore also the determina-tion of their turnover, which is done according to the“percentage-of-completion” (PoC) method, is based onestimates and assumptions on the income, costs andfinal margins of the projects in progress, as well asthe income, costs and margins already realised at thebalance sheet date.Goodwill: this asset is subject to an annual impair-

ment test. Such a test requires the estimation of futurecash flows, as well as the discount rate.Tangible fixed assets: depreciation is based on

estimates of the useful life of the tangible fixed assets.Deferred tax assets: the valuation is based on

estimates of future profits.Current taxes: current taxes for the period are

calculated on the basis of declarations by Groupcompanies. On the date the accounts were closed, alarge number of these declarations had not yet beenfinally accepted by the different fiscal administrations.Any corrections made by the fiscal administrations mayentail adjustments to tax charges for the precedingperiods.

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11Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

Judgements in the application of accounting andvaluation methodsSome judgements are required notably in the followingcases:– Securities can be classified in various categories;– In the context of the valuation of provisions forbenefit plan commitments, actuarial gains andlosses can be accounted for differently;

– Assets that the Group considers selling must beexamined to ascertain whether realisation ispossible and highly probable. If these conditionsare met, these assets must be reported as “held forsale” and valued accordingly.

The decisions taken by Implenia in the cases thatactually arose are disclosed in the comments on theaccounting and valuation policies.

Foreign currency translationThe consolidated financial statements are presented inSwiss francs, the local and operating currency ofImplenia Ltd and of most of the affiliated companies.

Transactions and balances in foreign currenciesTransactions in foreign currencies are converted into theoperating currency at the exchange rate prevailing onthe day of the transaction. Financial assets and liabili-ties in foreign currencies are converted at the exchangerate prevailing on the balance sheet date. The exchangerate differences resulting from the settlement of suchtransactions and from the translation of balance sheetitems are recognised in the income statement.

Translation of the accounts of subsidiaries whoseaccounting records are maintained in foreign currenciesThe assets and liabilities of balance sheets prepared inforeign currencies are converted at the rate prevailingon the balance sheet date of the parent company.The income statement is translated at the average

exchange rate.The resulting exchange rate differences on the

balance sheet and income statement items are posteddirectly to equity.The exchange rate differences related to the conver-

sion of group loans, being in the nature of a share-holding, are also posted directly to equity. On the saleof these shareholdings, the exchange rate differencesthat were posted to equity are transferred to the incomestatement.

Segment reporting(Following new assignment of activities to the differentsectors.)The operational organisation of the Group is based onthe following main segments of activities:

General contracting(part of the Real Estate Division)The activities carried on by this division includegeneral project planning, work as general contractorand total contractor in the construction sector.

Real estate(part of the Real Estate Division)The real estate segment includes real estate promo-tions and the realization of projects in the real estatesector.

Services(part of the Real Estate Division)Services include studies, management and running ofproperties, coordination, engineering, and planning ofprojects in the property sector, and facility management.

Tunnel and General Contracting DivisionThe segment provides services in the areas of subter-ranean construction, tunnelling and general contractingfor rail technology.

InfrastructureThis segment's activities include road and buildingconstruction and maintenance, civil engineering infra-structure and special construction works.

Global SolutionsThis new segment offers engineering and managementservices for projects, mainly outside Switzerland.

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Head office overheads and sundry expensesThis category includes the costs of the parent companythat cannot be assigned to a segment and the inactiveaffiliated companies. At the segment reporting level,this category includes the Group’s financial commit-ments (consortium loan) in particular.The list of affiliated companies on pages 52 and 53

shows how each company is assigned to the varioussegments.Because the Implenia group presently operates

mainly in Switzerland, geographical segmentation islimited to the following:– Services supplied in Switzerland;– Services supplied abroad.

Consolidated income statement

TurnoverTurnover represents all the income from the differentactivities of the group.Within General Contracting and Construction divisions

orders are recorded according to the Percentage ofCompletion Method. The income and results arerecognised as a proportion of the work done in relationto the total contract value. Expected losses on theorder book are included in relation to the valuation ofworks in progress and are recognised as a reduction inturnover. Conversely, price uplifts, supplements andbonuses are included if they have already beenaccepted by the customer. For work partnerships onlythe work done for the work partnerships and theshare in the results of these work partnerships areincluded in the turnover.The turnover of Services is calculated on the basis

of the service actually performed for the customer onthe balance sheet date.For the Real Estate segment, the turnover includes

the proceeds from property sales and general contractingwork, as well as from temporary leases (pending sale).The revenues are recognised when the risk is actuallytransferred, which, generally speaking, is at the timewhen ownership is transferred, with registration in theLand Register.Reductions of income such as losses on debtors,

changes in provisions for unsecured debts, rebates ordiscounts directly related to the invoiced services areaccounted for as a reduction of turnover.

Materials and subcontractorsMaterials and subcontractors include all items of costthat are directly allocated to projects and are takeninto account in the calculation of the project margin.This item also includes costs from real estate salesduring the period.

PersonnelPersonnel costs consists of gross salaries, social securitycontributions charged to the employer, as well as anyother employee benefits that must be accounted for inthe period concerned.

Other operating expensesThese are the other operating expenses that are notdirectly allocated to projects.

Financial charges and incomeFinancial expenses consist of the interest charged onfinancial commitments, foreign currency exchangelosses, losses on financial instruments and losses onthe revaluation or sale of financial investments.Borrowing costs directly related to a real estate

operation are accounted for as part of the cost of theoperation.Financial income consists of the interest income on

loans granted, dividends, foreign currency exchangegains, gains on financial instruments and profits onthe revaluation or sale of financial investments.

Income taxesTaxes reported in the income statement consist ofcurrent taxes on profits and deferred taxes. Taxes onamounts recognised directly in equity are also postedto equity.Current taxes are estimated on the basis of the

taxable result and are calculated at the prevailing taxrates. Any differences on the tax accounts for previousyears are also included in current taxes.Deferred taxes are determined on the basis of the

timing differences arising between the tax bases ofassets and liabilities and their carrying values (BalanceSheet Liability Method).Deferred taxes are determined based on the fiscal

legislation and the tax rates in force at the balancesheet date or announced and expected to apply at thetime of the realisation of the asset, or when the deferredtax liability is settled.

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13Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

Deferred tax assets are recognised on the balancesheet to the extent that it is probable that futuretaxable profits will be available to offset the taxablelosses carried forward.Deferred tax liabilities are provided on timing diffe-

rences arising on investments in subsidiaries andassociated companies, except where the timing of thereversal of the timing difference is controlled by theGroup and it is probable that the timing difference willnot reverse in the foreseeable future.

Earnings per shareEarnings per share are calculated by dividing the groupresult attributable to the shareholders of Implenia Ltdby the average weighted number of shares in circulationduring the period concerned. To date, there are nofactors that would require the calculation of a dilutedresult per share.

Consolidated balance sheet

Cash and cash equivalentsCash and cash equivalents include cash, assets held incurrent accounts (with the post office and banks), anddeposits with a term of not more than 90 days.

Trade debtorsThe carrying value represents the amounts invoicedafter deducting allowance for doubtful debts.The allowance is recognised in the income statement.

Work in progressExpenses related to orders are recorded at the time theyoccur. If the result of an order cannot be estimatedreliably, income is recorded only up to the amount ofthe recoverable estimated expenses.If the result of an order can be estimated reliably

and if the final estimated result is a profit, the order isvalued at the net selling price, according to thePercentage of Completion Method. When it appearsprobable that the total costs of an order will exceedthe expected income, the total amount of expectedloss is recognised immediately in the income statement.The percentage of completion is expressed as apercentage of the costs incurred up to the balancesheet date in relation to the total expected costs tocompletion of the project.

Each order is valued individually, and the valuationis based on the estimated result at completion.Work in progress consists of work not yet invoiced

to customers and services and work not yet invoicedby suppliers and subcontractors, as well as provisionsfor losses on the order book, if any (negative marginsand provision for any overheads not recoverable).The valuation adjustments are determined separately.

The net balance, by project, of these adjustments isdisclosed as an asset if it is positive, or a liability if it isnegative.

Work partnershipsThis balance sheet item includes advances paid to andreceived from work partnerships, as well as undistri-buted shares in the result of the partnerships. A singleasset or liability is reported on the balance sheet inrelation to each work partnership. Work partnershipsare valued in a similar way as work in progress.

InventoriesInventories are valued at the lower of cost (includingthe purchase costs but not taking into account sellingcosts) and net realisable value at the balance sheetdate. Inventory costs are taken to the income statementat their weighted average cost.

Real estate operationsThe real estate classified under this heading consist ofproperties held for sale in the ordinary course of busi-ness and valued like “Inventories” according to IAS 2.Completed operations not yet sold, may temporarilygenerate rental income. They continue to be classifiedunder this heading as they are intended to be sold.Some real estate operations are conducted jointly

with one or more partners. The operations that arecarried on under joint control and ownership arereported as Real estate operations in the balance sheetfor the share pertaining to Implenia, but as a maximumat the value of the funds invested.Each transaction is measured individually.

The valuation is stated at the lower of the constructioncost of the property and its market value estimated bythe Group’s real estate specialists. The constructioncost includes the borrowing costs paid to third partiesuntil the property is ready for use or sale.

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Impairments resulting from the above valuationpolicies are deducted from the carrying value as avaluation adjustment. Revenues from the sale of realestate are shown as turnover. Changes to the portfolioand changes in valuation adjustments on real estatetransactions are recognized in expenses.

Tangible fixed assetsTangible fixed assets are stated at their acquisition orproduction cost, after deducting depreciation and anyimpairment. Borrowing costs are capitalized only iffinancing has been specifically obtained for the asset.Improvement investments are capitalized only if theyincrease the value or if they replace a complete part ofthe asset. The replaced part is written off through theincome statement.Other expenses related to tangible fixed assets are

recognised directly in the income statement.Depreciation is charged using the estimated useful

life of the fixed asset. Fixed assets that are significantin value are divided into components with differentuseful lives. Depreciation is recorded separately foreach component according to its useful life.The main depreciation periods are as follows:

Business premises 25-50 yearsInvestment properties 25-50 yearsProduction facilities 15-20 yearsMachinery and vehicles 6-15 yearsFurniture 5-10 yearsIT equipment 3-50 years

The residual value and useful lives are checkedevery year. If the current estimate changes from theprevious assessment, the resulting value adjustmentsare recognised in the income statement in the periodwhen the change occurs in accordance with IAS 8.Gains and losses on disposal represent the difference

between the book value and the sales proceeds, if any.Tangible fixed assets are no longer recognised whenthey are sold or when it is determined that the assetno longer represents a future economic value.

LeasingLease agreements that substantially transfer to Impleniaall the risks and rewards incidental to ownership areclassified as finance leases. All other lease agreementsare classified as operating leases. The decision as towhether a lease agreement is an operating or financelease is made on an individual basis, according to thepolicies of IAS 17.

Properties under finance leases are recognised onthe balance sheet at the discounted value of the mini-mum lease payments or at market value if lower.Lease payments are apportioned between the financecharges and reduction of the lease liability so as toachieve a constant rate of interest on the remainingbalance of the liability. Fixed assets acquired throughfinance leases are depreciated over their estimateduseful life or over the duration of the lease agreement,if it is shorter.The charges for operating lease agreements

are included in the income statement at the time ofpayment.

Long-term investmentsThe valuation of minority shareholdings is presentedunder the heading “Basis of Consolidation; Minorityshareholdings”.Long-term loans and receivables are recorded ini-

tially at their fair value and subsequently measured atamortised cost, less any allowance for unrecoverableamounts. The allowance is recorded in the incomestatement.

Intangible assetsa) Licenses and softwareSoftware is recorded at purchase cost after deductingthe accumulated depreciation and any impairment.Depreciation is calculated using the straight line methodbased on the estimated useful life, not exceeding5 years.

b) IT ProjectsThe costs incurred for IT projects are included on thebalance sheet as intangible assets only if it isconsidered probable that they can be exploited com-mercially and are technically feasible, and the costscan be determined reliably. Other developmentexpenses that do not satisfy these conditions arerecognised in the income statement as they occur.

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15Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

As a maximum, the costs are capitalised for anamount corresponding to the discounted income fromtheir future use. The development costs recognised aredepreciated on a straight line basis over an estimateduseful life between 3 and 6 years.Development expenses once recorded as expenses

cannot be included as an asset in subsequent years.

c) GoodwillIn a business combination, goodwill represents thedifference between the cost of acquisition and the fairvalue of the share in the net assets of the acquiredcompany at the time of the acquisition. In the caseof negative goodwill (if the value of the net assetsexceeds the acquisition price), the amount is recogniseddirectly in the income statement.Goodwill resulting from the acquisition of an

associated company is included in the book value andis disclosed under “Investment in associatedcompanies”.Goodwill recognised on the balance sheet is subject

to impairment tests conducted annually and wheneverthere are indications of a potential impairment.Goodwill is stated at the acquisition cost less accumu-lated impairment losses. For the purpose of impair-ment testing, goodwill is allocated to cash generatingunits or groups of units that are expected to benefitfrom the advantages that gave rise to the goodwill.

d) TrademarksAcquired trademarks are stated at their acquisitioncost less accumulated depreciation. Depreciation iscalculated on a straight line basis, over the estimateduseful life of 1 to 5 years.

e) Customer lists and order booksAcquired customer lists and order books are stated attheir acquisition cost less accumulated depreciation.Depreciation is calculated on a straight line basis, overthe estimated useful life of 1 to 5 years.

Impairment of tangible and intangible fixed assetsFixed assets are reviewed annually to detect anyindications of a permanent reduction of value. If suchindications do exist, the recoverable amount of thefixed asset is determined on the basis of an impair-ment test.Intangible assets with indefinite useful life (such as

goodwill, for example) are systematically subject toannual impairment tests.The recoverable amount is the higher of the fair

value less selling costs, and the value in use.An impairment is charged to the income statement ifthe carrying value of the fixed asset or the cash gene-rating unit exceeds the recoverable amount.With the exception of Goodwill, non monetary fixed

assets whose value has been impaired previously arereviewed at each balance sheet date to determine anypotential reversal of impairment.

Financial liabilitiesFinancial liabilities are initially recognised at theactual cost less transaction costs and subsequentlymeasured by using the effective interest rate method.The difference between the amount borrowed and theamount to be repaid is recognised in the incomestatement over the period of the borrowing.

ProvisionsProvisions are recognised when at the date of thefinancial statements:– The Group has a present legal or constructiveobligation resulting from a past event;

– it is probable that a transfer of economic resourceswill be necessary to settle the obligation;

– a reliable estimate can be made of the amount ofthe obligation.

If the effect of the time value of money is material,the amount of the provision is appropriately discounted.

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16

Pension plansThe employees of Group companies are affiliated toautonomous and independent pension plans. Theseplans are financed by regulatory contributions paid byboth employers and employees.The assets of the pension plans are managed

independently and are completely separate from theGroup. The benefit obligations are calculated everyyear by an independent actuary.In relation to the application of the international

accounting standard IAS 19, the Group's pensionplans are considered to be defined benefit pensionplans, although, according to the interpretation givenin Switzerland, they are considered as mixed plans.The balance-sheet provision corresponds to the

discounted value of any future defined benefit obliga-tion (DBO) as at the balance-sheet date, after deductingthe fair value of long-term assets, adjusted for theaccumulated actuarial differences which fall outside ofthe corridor, to be depreciated over the remainingnumber of years of service. The liabilities are calculatedperiodically using the projected unit credit method byan independent actuary. The value of the liabilities isdetermined by discounting the expected future cashflows. The discount rate used is the market rate fortop quality industrial debtors.Actuarial gains and losses due to experience adjust-

ments and changes made in the actuarial assumptionsare recognised over the expected average remainingworking lives of the employees to the extent that theyfall outside of the corridor at the end of the previousperiod.

The cost of past services is recorded on a straightline basis over the average remaining working lives untilthe benefits corresponding to the adopted or modifiedscheme become due to the employees.

Other employee benefitsGroup executives benefit from a profit-sharing plan inshares. It may be considered as supplementary remu-neration linked to the result of the year concernedand takes the form of a free distribution of shares orshares offered at a preferential purchase price.These benefits (the difference between the stockmarket value of the shares distributed and theamounts received for the shares) are reported aspersonnel charges. The charges related to shares thatare distributed only during the following year are fullyprovided for and recognised in the year concerned,as this remuneration is not related to the futureperformance of the executives. The details are definedfrom year to year by the Board of Directors.All the employees of the group enjoy the benefit of

a profit-sharing plan in shares managed according tothe regulations of the Motivation Foundation. Underthe framework of this plan, the employees can acquire,once a year, a fixed number of Implenia Ltd shares ata preferential price. The difference between the stockmarket value of the shares distributed and the amountsreceived for the shares is charged to the Group unitsconcerned and reported in the consolidated accountsas personnel expenses in the year when the shares areallocated.

EquityThe share capital consists of all issued registeredshares. Dividends are recognised when the entitlementto their payment arises.

External transaction costs related directly to theissue of share capital are deducted directly from thecapital reserves.The acquisition by Implenia Ltd of treasury shares

or those of the affiliated companies is recognised as areduction of equity at the purchase cost, includingtransaction expenses. The income from the resale ofthese treasury shares is also recognised in equity.

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17Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

Financial instrumentsThe Group divides financial instruments into thefollowing classes:– operating receivables and liabilities;– Available-for-sale financial instruments;– Financial instruments held to maturity;– Financial instruments held at fair value adjustedthrough the income statement.

The “Financial instruments valued through theincome statement at fair value” are initially recognisedat fair value (market value); other assets are recognisedat fair value plus transaction costs. Assignment to aparticular class of financial instrument takes place oninitial booking. All purchases and sales of financialinstruments are booked on the transaction date.

Operating receivables and liabilitiesOperating receivables and liabilities are non-derivativefinancial instruments with fixed or determinablepayment streams that are not traded on active markets.After initial recognition, these financial instrumentsare shown at amortized cost as determined on thebasis of initial recognised value less any repaymentsand amortization calculated using the effective interestrate method. This includes all payments that aredefined as a fixed element of the agreement for thesefinancial instruments. Gains and losses made on salesor as a result of impairment are recognised in theincome statement.

The following balance sheet items are classed asoperating receivables and liabilities:– Cash and cash equivalents– Customer receivables– Other receivables– Financial assets– Supplier liabilities– Finance liabilities– Other liabilities

Financial instruments held to maturityHeld-to-maturity financial instruments are non-deriva-tive financial instruments with fixed or determinablepayments and fixed maturities that the Group wantsto and can hold to maturity. After initial recognition,these instruments are valued at amortized cost, i.e.the value originally recognised is corrected to allowfor repayments; for the (positive or negative) effect ofamortization as determined by the effective interestrate method, to take account of the difference betweeninitial and final value; and for value adjustments.This calculation includes all additional payments thatare defined as a fixed element of the agreement forthese financial instruments. These corrections arerecognised in the income statement.During the year under review the group had no

financial instruments held to maturity (previous year:none).

Available-for-sale financial instrumentsAvailable-for-sale financial instruments are those thatare either assigned to none of the classes mentionedabove or that are available for sale. After the initialrecognition, these are valued at fair value, with unrea-lised gains and losses recognised directly throughequity. When sales are recognised or impairmentsmade, these sums are charged out through the incomestatement. Interest earnings or expenses are recognisedin the financial result. Dividend earnings are shown asdividend income as soon as the payment is received.

The following balance sheet items are classed asavailable-for-sale financial instruments:– Securities.

Determining fair valueThe fair value of financial instruments that are tradedon an active market is determined on the basis oftransactions on the balance sheet date. The fair valueof financial instruments that are not traded on anactive market is determined through suitable valuationmethods. These might mean, for example, looking atcurrent transactions involving similar financial instru-ments, or the current market value of similar financialinstruments, discounted cash flow calculations, andother methods.

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18

Impairments on financial instrumentsFinancial instruments are reviewed periodically, butat least every quarter, for impairment of value.The process for checking impairment of receivablesis set out in the explanation of Financial RiskManagement. As soon as an impairment test indicatesthat impairment has occurred, a value adjustment isrecognised in the income statement. Impairments onoperating receivables are recognised as reductions inrevenue, impairments on financial receivables arebooked as finance expense. If there are clear indica-tions that an impairment is no longer needed or thatthe current impairment level is too high (e.g. becausea borrower has made payments), the impairmentsare reversed in full or in part through the incomestatement, except in the case of financial instrumentswhere the unrealised value adjustment is recognisedthrough shareholders' equity. In this case any reversalis also recognised through shareholders' equity.

Derecognition of financial instrumentsFinancial assetsFinancial instruments held as assets are derecognised if:– the rights to payment streams expire– the group still has rights to payment streams buthas committed to pass on the payment streams toanother party

– the group has assigned the rights to paymentstreams and has assigned all significant risks andrevenues, or surrendered control of the financialinstruments.

Financial liabilitiesFinancial instruments held as liabilities are derecog-nised if the liability has been satisfied, waived or hasexpired. If a financial liability is replaced by a newliability with the same creditor, but with substantiallydifferent conditions, or if an existing financial liabilityis substantially altered, the existing financial liability isderecognised and the replacement (or altered) financialliability recognised, with any difference booked throughthe income statement.

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19Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

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20

Notes to the ConsolidatedFinancial Statements

1. Consolidation scope

MergerFollowing the acquisition of the Reuss group in 2006 and with the aim of a simplification of the legal structure, the followingcompanies were merged with retroactive effect as of 1st January 2007. The company resulting from the merger bears the new nameof Reuss Engineering Ltd.

Merged companies:– B+B Engineering AG– Reuss Management AG– Reuss FM AG– Robert Aerni AG– Reuss Group Holding AG– S+P Haustechnik AG

This merger of 6 wholly-owned subsidiaries (100%) of the Implenia group has no impact on the presentation of the consolidatedfinancial statements.

Name changesImplenia Real Estate Ltd has changed its name and is now called Implenia Development Ltd.Reuss Group International AG has changed its name and is now called Implenia Global Solutions Ltd.Batilabor AG has changed its name and is now called Implenia Investment Management Ltd.Tetrag AG has changed its name and is now called Tetrag Automation Ltd.Zschokke Österreich GmbH has changed its name and is now called Implenia Österreich GmbH.

The subsidiary Zschokke Bratislava was liquidated and struck off in 2007. This company which had very little business even in 2006,is the only change in the companies that are consolidated using the purchase method of accounting.

The position as at 31 December 2007 of the affiliated companies is reported on page 52 and 53 of this report.

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21Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

Real Estate Head officeTunnel Infra overheads

General Real construction construction Global and Miscel- Groupcontracting Estate Services works + TC works Solutions laneous Total

1 101 612 143 171 92 140 136 063 1 120 144 6 237 35 159 2 634 526(69 760) (14 947) (5 824) (14 051) (115 676) (3 132) (30 511) (253 901)

1 031 852 128 224 86 316 122 012 1 004 468 3 105 4 648 2 380 625

1 031 852 66 805 86 316 122 012 992 358 3 105 4 636 2 307 084– 61 419 – – 12 110 – 12 73 541

– – – – 2 846 – – 2 8468 482 14 218 (2 450) 20 586 8 114 (4 123) (6 159) 38 668

( 7 110)( 6 024)25 534

3 984 1 512 3 288 1 091 32 781 – 3 354 46 010(5 906) (1 141) (1 805) – (1 572) – (4 629) (15 053)

293 2 357 2 670 866 49 945 – 2 308 58 439308 085 204 184 46 173 46 257 684 120 502 52 547 1 341 868351 755 24 159 17 636 63 375 366 526 1 499 112 024 936 974

2. Segment Information

The new operational organisation of the Group is based on the following main sectors of activity:– general contractor (general planning, general and total contractor);– real estate (promotion, project development) ;– tunnel construction works + TC (tunnels, total contracting in railway engineering);– infra construction works (roads and buildings, civil engineering, special construction);– services (building management, engineering and facility management);– global solutions (engineering and project management abroad).

Sectors “General contracting”, “Real estate” and “Services” are gathered within the global segment “Real Estate”.

The distribution of group entities by segment can be found on page 52 and 53 of the present report.

Inter-segment transactions are carried out at market conditions.

Business segment information

(in 1000 CHF)

January to June 2007Turnover includinginter-segment sales./. Inter-segment salesGroup Turnover

of which servicesof which sale of assets

Profit from associatedcompaniesOperating profit/EBITFinancial profitIncome taxGroup Result

DepreciationOther non monetary itemsInvestmentsSegment assetsSegment liabilities

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22

Restated figures1 Real Estate Head officeTunnel Infra overheads

General Real construction construction Global and Miscel- Groupcontracting Estate Services works + TC works Solutions laneous Total

1 112 158 167 862 106 620 128 573 1 075 438 – 34 032 2 624 683(65 240) (12 551) (13 692) (9 075) (75 911) – (34 346) (210 815)

1 046 918 155 311 92 928 119 498 999 527 – (314) 2 413 868

1 046 918 60 740 92 928 119 498 982 155 – (414) 2 301 825– 94 571 – – 17 372 – 100 112 043

– – – – 3 294 – – 3 2943 709 1 637 (2 873) 14 632 7 896 – (7 957) 17 044

(3 005)(7 897)6 142

760 2 712 1 652 2 603 26 745 – 2 854 37 326(324) 845 207 – 2 295 – (1 287) 1 736272 359 1 334 1 104 29 245 – 740 33 054

236 458 255 111 36 907 47 861 613 201 – 95 111 1 284 649382 815 65 541 16 714 46 273 315 632 – 89 124 916 099

Outside GroupIn Switzerland Switzerland Total

2 301 647 78 978 2 380 62554 079 4 360 58 439

1 223 480 118 388 1 341 868

2 367 185 46 683 2 413 86832 686 368 33 054

1 150 838 133 811 1 284 649

1 The operating result of theConstruction segments hasbeen restated to reflect thenew organisation of thesegments. The impact of thereclassifying of discountsand the result of other finan-cial investments is attributedto the Infra ConstructionWorks segment. (See alsothe comment on the IncomeStatement).

(in 1000 CHF)

2006Turnover includinginter-segment revenue./. Inter-segment revenueGroup Turnover

of which servicesof which sale of assets

Profit from associatedcompaniesOperating result/EBITNet financial costsIncome taxGroup Profit

DepreciationOther non monetary itemsInvestmentsSegment assetsSegment liabilities

Geographical segment information

(in 1000 CHF)

2007Group TurnoverInvestmentsSegment liabilities

2006Group TurnoverInvestmentsSegment liabilities

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23Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 2006509 423 473 15471 301 66 27037 754 33 90011 052 11 22253 704 57 03428 046 45 124711 280 686 704

2007 200650 578 42 03725 939 30 2685 813 9 41012 315 25 01644 033 52 105138 678 158 836

3. Personnel

(in 1000 CHF)

Salaries and feesSocial security contributionsBenefit plan expensesFAR Foundation expensesTemporary personnelOther personnel expensesTotal

4. Other operating expenses

(in 1000 CHF)

RentMaintenance and repairsInsuranceOffice and administration costs and consultantsOther operating costsTotal

The large variations observed between the 2006 and 2007 financial years are due in particular to costs related to the merger withBatigroup and to the creation of Implenia. These merger costs amounted in 2006 to around 39.9 million and around 16.1 million in 2007.

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24

2007 20061

6 557 4 9213 026 2 620839 801

10 422 8 342

1 181 2 186606 1 195188 –

1 337 1 9563 312 5 337

1 595 930– 93

1 431 1 5973 026 2 620

2007 20062 730 3 9613 294 3 9366 024 7 897

31 558 14 0397 640 3 614

( 90) (1 738)(6 744) (77)3 415 1 6921 595 4 225208 181

6 024 7 897

1 Discounts and commissionson finance guarantees(amounting to KCHF 2 770in 2006 in the financialresult) have been reclassifiedin the Income Statement(materials and subcontractors:KCHF +801, Turnover:KCHF –3 571).

5. Financial charges and income

(in 1000 CHF)

Financial chargesInterestOther financial charges2

Foreign exchange lossesTotal

Financial incomeInterestIncome from securitiesOther financial incomeForeign exchange gainsTotal

2 Other financial charges comprise:Bank chargesCommissions on finance guaranteesOther financial expenses

The Group does not hold any financial derivatives and hence there is no impact on the financial statements.

6. Income taxes

(in 1000 CHF)

Current taxesDeferred taxesIncome taxes

Breakdown of tax charges:Pre-tax incomeTax calculated at a rate of 24.21% (2006: 25.74%)Effect of tax rate differences in certain cantonsdue to taxation of real estate gainsEffect of non-capitalised tax losses carried forwardEffect of non taxable or non deductible itemsEffect of non-capitalised tax losses created during the yearOther taxesIncome taxes

The average tax rate is based on the weighted average of tax rates in effect for the Group companies.

The positive fiscal impact from the use of non-capitalised tax losses carried forward is largely due to carried forward lossesacquired during the takeover of the Batigroup group. At the time of this acquisition, these losses had not been utilised.These carried forward losses, which fell due this year, have been able to be partly used. According to IFRS standards, the positiveeffect of the use of these carried forward losses on the result is offset by a write-down of goodwill corresponding to the amountthat ought to have been utilised at the time of the valuation of Batigroup (Purchase Price Allocation) in the Group accounts.The purpose of this offsetting is to recognise the value of goodwill.

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25Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 200624 819 5 277

18 164 296 17 010 510CHF 1.37 CHF 0.31CHF 1.37 CHF 0.31

18 419 437 18 006 926

2007 2006342 355

37 026 92 1569 785 14 83547 153 107 346

2007 2006903 –440 686

1 343 686

7. Earnings per share

(in 1000 CHF)

Net earningsWeighted average number of shares in circulationEarnings per share (undiluted)Earnings per share (diluted)Number of shares in circulation as at 31.12

8. Cash and cash equivalents

(in 1000 CHF)

CashBank and Post Office accountsOther cash equivalentsTotal

The bank current account figures include an amount of 9,2 million (2006: 14,7 million), representing assets held on a fiduciarybasis for general contractor projects. The credits of these accounts are restricted for payments to subcontractors for projects wherethe customer’s bank financing the construction loan has accepted it.

9. Securities

(in 1000 CHF)

Listed SharesBills receivableTotal

The bills receivable relate essentially to our subsidiary SISAG in the Ivory Coast.

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26

2007 2006363 358 311 09453 286 61 153

508 1 6001 092 –25 882 14 506(11 493) (13 530)432 633 374 823

31.12.2007 31.12.2006

6 012 684 4 198 818(6 206 947) (4 511 991)(194 263) (313 173)

187 013 172 168(381 276) (485 341)(194 263) (313 173)

2007 20062 252 114 1 883 588

70 042 94 33125 882 14 506

10. Trade debtors

(in 1000 CHF)

CustomersWork partnershipsAssociated companiesRelated partiesAmount of retentionsValuation adjustmentsTotal

These figures refer to invoices issued to customers for works completed and to interim statements for work in progress.

Changes in valuation adjustment: see note 29.

Ageing structure of debtors: see note 30.

11. Work in progress

Work in progress includes invoicing instalments for works and expenses, provisions for works completion, provisions for losseson the order book, provisions for unrecoverable overheads, advances to suppliers, customer advances and stocks of materialson construction sites.

(in 1000 CHF)

Margins, costs incurred and future losses from the startof projects and related to contracts in progress./. Invoiced to customers since the start of the projectNet amounts due from customers (net amounts due to customers)

Presentation in balance sheet (split by project):Work in progress - Assets (amount due from customers)Work in progress - Liabilities (amount due to customers)

Information on construction contracts:Contract revenue recognised in the periodAdvances received on construction contracts, as at 31.12Amount of retentions, as at 31.12

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27Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 200634 886 11 462(70 517) (34 972)53 707 61 153(2 007) (3 274)16 069 34 369

246 672 416 406169 503 185 136275 137 357 13027 195 26 401621 873 597 530613 653 583 865

179 400 228 564

Shareholding25%40%45%31%

2007 20061 599 8913 684 9 89735 574 19 19640 857 29 984

12. Work partnerships

The assets and liabilities on the consolidated balance sheet include advances made and receivedand the share in income not yet distributed.

(in 1000 CHF)

Partnerships assets headingPartnerships liabilities headingServices invoiced to partnerships, not receivedServices invoiced by partnerships, not paidNet amount of all debts (commitments) to partnerships

The Group’s share in the partnership assets,liabilities and sales includes:

Statistical informationCurrent assetsFixed assetsShort-term liabilitiesLong-term liabilitiesTurnoverExpenses

This information does not include the value adjustments calculated accordingto the Group’s accounting policies, nor the proportion of the Group’s overheads.

Work partnerships are jointly liable for any debts of the partnership,unless otherwise agreed.

Joint liabilities toward joint partnerships’ partners

Main partnerships:Consorzio TAT Tunnel Alp Transit TicinoTRANSCO-SedrunATW ARGE Tunnel WeinbergARGE 2.1 Bahnhof Löwenstrasse

13. Other debtors

(in 1000 CHF)

Receivable withholding taxOther taxes and duties receivablesOther receivablesTotal

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28

2007 200619 005 18 31019 005 18 310

2007 2006

208 992 153 70843 198 42 835(44 125) (76 949)( 6 965) 6 1022 836 –

– 83 2961 108 –

205 044 208 992

(43 915) (41 567)6 965 –(45) (2 348)

(36 995) (43 915)

168 049 165 077

20 315 19 036

61 419( 44 125)17 294

14. Inventories

(in 1000 CHF)

Raw materials and ancillary productsTotal

There are no pledged inventories.

Stock is divided virtually equally between raw materials and ancillary products.

15. Investments in real estate operations

(in 1000 CHF)

Acquisition valueAs at 1.1InvestmentsDisposalsTransfers/ReclassificationsTransfers from office buildingsChange in consolidation scopeCurrency translation differencesAs at 31.12

Valuation adjustmentAs at 1.1Transfers/ ReclassificationsIncreaseAs at 31.12

Net book value

of which pledged

The real estate result of assets sold during the periodis as follows:Selling price (included in turnover)Book value (included in charges)Real estate result

No interest was capitalised in 2007 and 2006.

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29Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

Machines,Office Production Equipment,

buildings units Furniture Total93 011 14 287 153 943 261 24149 474 8 814 63 772 122 0601 132 177 31 301 32 610

(18 008) – – (18 008)(535) (541) (20 342) (21 418)45 – (10) 35

125 119 22 737 228 664 376 520

– – – –13 283 6 715 38 237 58 235(2 836) – – (2 836)3 536 15 723 (2 084) 17 175(662) (3 481) (18 718) (22 861)83 144 344 571

138 523 41 838 246 443 426 804

50 638 8 583 100 776 159 997(11 906) – – (11 906)

– (22) (15 623) (15 645)3 763 1 339 26 160 31 26242 495 9 900 111 313 163 708

(675) 15 620 1 045 15 990(320) (3 201) (16 814) (20 335)4 116 2 642 29 586 36 34445 616 24 961 125 130 195 707

92 907 16 877 121 313 231 09782 624 12 837 117 351 212 812

– – 14 694 14 694– – 22 380 22 380

2007 200635 273 39 0273 273 –1 500 –

– –– –

16. Tangible fixed assets

(in 1000 CHF)

Acquisition value as at 1.1.2006Change in consolidation scopeInvestmentsTransfersDisposalsCurrency translation differencesAcquisition value as at 31.12.2006/1.1.2007

Change in consolidation scopeInvestmentsTransfers to office buildingsTransfersDisposalsCurrency translation differencesAs at 31.12.2007

Accumulated depreciation as at 1.1.2006TransfersDisposalDepreciation for the yearAccumulated depreciation as at 31.12.2006/1.1.2007

TransfersDisposalDepreciation for the yearAccumulated depreciation as at 31.12.2007

Net Book value as at 31.12.2007Net Book value as at 31.12.2006

of which finance leases at 31.12.2007of which finance leases at 31.12.2006

Other notes(in 1000 CHF)

of which pledgedBuildings in constructionCurrent contractual liabilitiesValuation adjustmentsCapitalised interest

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30

2007 200622 354 6 902

31 2– 21 854

6 363 (1 743)3 361 708(558) (3 630)2 846 3 294(2 916) (5 033)31 481 22 354

– –

194 999 137 177(138 048) (90 258)56 951 46 919

184 844 106 371(172 223) (95 642)

17. Investments in associated companies

(in 1000 CHF)

As at 1.1Foreign currency translation differenceChange in consolidation scopeTransfersAcquisitionsDisposalsShare in earnings of associated companiesDividends receivedAs at 31.12

of which the following are pledged

Balance sheets of associated companiesAssetsLiabilitiesNet assets

IncomeCharges

The 5 main associated companies are:– Reproad AG– Catram AG– MOAG Baustoffe Holding AG– Asfatop AG– BRZ

The cumulative 100% turnover of these 5 companies is CHF 91.4 million, representing 49.5% of the cumulative turnover fromassociated companies.

The cumulative 100% assets of these 5 companies is CHF 63.5 million, representing 32.6% of the cumulative assets of associatedcompanies.

To date, there are no restrictions on the transfer of profits of the associated companies.

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31Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 200640 823 21 305

2 22– 6 689

(6 519) 7121 578 22 260

(13 586) (9 291)(107) (874)

22 191 40 823

3 361 8 07516 937 31 4691 893 1 27922 191 40 823

255 –

Customer ListLicences and and Group

IT Project Software Trademarks Order Book Goodwill Total3 962 3 239 2 884 13 230 76 740 100 055(1 059) (2 185) (1 883) (2 329) – (7 456)

– – – – – –– 204 – – – 20438 (83) – 83 – 38(38) – – – – (38)

(1 420) (750) (203) (2 501) (4 792) (9 666)1 483 425 798 8 483 71 948 83 137

– – – – – –

– 2 088 – – 4 834 6 922– (1 393) – – – (1 393)

3 812 857 2 884 13 230 71 906 92 689150 294 – – – 444

(1 059) (792) (1 883) (2 329) – (6 063)2 903 1 054 1 001 10 901 76 740 92 599

– – – – – –

* The carrying valueapproximates to the fairvalue.

18. Other financial investments

(in 1000 CHF)

As at 1.1Conversion differenceChange in consolidation scopeTransfersAcquisitionsDisposalsValuation adjustmentsAs at 31.12

Distribution:Shareholdings in unlisted companiesLoans*Other financial investmentsAs at 31.12

of which pledged

19. Intangible assets

(in 1000 CHF)

2007Acquisition value as at 1.1Accumulated depreciation as at 1.1Change in consolidation scopeInvestmentsTransfers - acquisition valueTransfers - accumulated depreciationDepreciation/AdjustmentAs at 31.12, after depreciation

of which pledged

2006 Restated figures

Acquisition value as at 1.1Accumulated depreciation as at 1.1Change in consolidation scopeInvestmentsDepreciationAs at 31.12, after depreciation

of which pledged

Goodwill: see note nr 20.

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32

Restated figures1

31.12.2007 Adjustment 31.12.2006

12 835 (1 337) 14 17215 596 – 15 59630 467 (3 455) 33 92210 295 – 10 2952 690 – 2 690

65 – 6571 948 (4 792) 76 740

Implenia Implenia ImpleniaConstruction Ltd Construction Ltd General Reuss

Infra Tunnels and TC Contractor Ltd Engineering AG8.40% 8.90% 4.70% 29.50%7.40% 10.50% 10.50% 9.90%

– 1.00% 1.00% 1.00% 0.50%

1 The adjustment of deferredtaxes on the pension schemeof Batigroup not taken intoaccount at the time of theacquisition has a totalimpact of KCHF –817 ongoodwill which is split bysegment as follows: GeneralContracting: KCHF –238;Infra: KCHF –212 andTunnels KCHF –367.

2 Including goodwill GöhnerMerkur (CHF 2 079 million).

20. Goodwill valuation and distribution

The net book value of Goodwill represents the excess of the cost of acquisition over the fair value of the acquired identifiable assets,liabilities and contingent liabilities, after deduction of accumulated impairment losses.

Goodwill is allocated to the respective cash generating units (CGU). The goodwill resulting from the acquisition of Batigroupis allocated over the new entities resulting from the internal reorganisation.

The net residual value of a CGU is determined based on a value in use calculation of discounted cash flows, taking into accountthe business plan 2008 to 2010 adopted by the management. Subsequent years cash flows are estimated based on growth ratesas disclosed below.

The Goodwill is distributed between the CGUs as follows:

(in 1000 CHF)

Cash Generating Units:Implenia Construction Ltd - InfraImplenia Construction Ltd - Tunnels and TCImplenia General Contractor Ltd2

Reuss Engineering AGPrivera AGAG für manuelle Dienstleistungen

Assumptions for the calculationof the recoverable amount:

Gross marginPre-tax discount ratePost-business plan growth rate

Management defines the budgeted gross margin based on historical trends and expectations of future market development.The average growth rate are in line with construction industry in Switzerland.

Discount rates are pre-tax and reflect the specific risks related to the corresponding segments.

Based on current calculations, no impairment was identified.

Goodwill adjustments recognised on the Infra, Tunnels and General Contracting segments are compensation from the use ofa part of Batigroup's carried forward losses which, in the light of information at the time of the acquisition, had not been utilised.According to IFRS standards, the positive fiscal impact of the use of non utilised carried forward losses obtained duringan acquisition must be compensated by an adjustment of goodwill, the purpose being to adjust goodwill to the value it oughtto have been had these carried forward losses been used at the time of the acquisition.

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33Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 200622 156 29 3383 993 1 3204 033 926483 3 621

11 063 1 68041 728 36 885

2007 200651 094 46 33826 242 41 30077 336 87 638

21. Other creditors

(in 1000 CHF)

Tax authorities (withholding tax, VAT, taxes paid in advance)Social security institutions, insurance providersPayables to employeesBenefit plan institutionsOthersTotal

22. Accrued liabilities and deferred income

(in 1000 CHF)

Vacation and overtime entitlement of employeesOther payablesTotal

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2007 200696 814 1 535

– 99 836323 681 310 664(256 070) (315 221)164 425 96 814

158 645 81 0965 780 15 718

164 425 96 814

7 351 13 289

Total of minimum Present valueleasing payments Total interest of minimum leasing

2007 2006 2007 2006 2007 20064 322 8 035 66 294 4 256 7 7413 477 5 829 382 281 3 095 5 5487 799 13 864 448 575 7 351 13 289

23. Borrowings

(in 1000 CHF)

As at 1.1Change in consolidation scopeIncrease in borrowingsRepaymentsAs at 31.12

Due dates:Within 12 monthsBetween 1 and 5 yearsAs at 31.12

of which finance leases

The main source of financing is the consortium credit that the Group obtained from a consortium of banks on 16 August 2006.

On 20 July 2007, Implenia Ltd signed a rider to its credit agreement with a consortium of banks increasing the cash credit limitfrom CHF 50 million to CHF 250 million and reducing the guarantee limit from CHF 50 million to CHF 250 million. The total cashand guarantee limit remains unchanged at CHF 500 million. The other terms of the initial contract also remain in effect.

To secure the consortium credit, the Implenia Group issued the following securities in favour of the bank consortium:– Pledging of mortgage certificates on the Group real estate for an amount of CHF 44 million.– Guarantees given by the most important companies of the Group to cover the obligations of Implenia Ltd towards– the bank consortium.

The continuance of the credit relationships is dependant on various conditions (Covenants), which had been fully complied withby Implenia Ltd at 31 December 2007.

Liabilities arising from finance leases

(in 1000 CHF)As at 31.12

Within 12 monthsBetween 1 and 5 yearsTotal

Leasing concerns mainly site equipment.

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35Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 2006

(1 271.1) (1 221.9)1 235.8 1 193.9(35.3) (28.0)

44.0 36.38.8 8.3

8.3 11.70.0 (3.3)

(37.0) (33.9)37.5 33.88.8 8.3

(40.6) (36.2)(38.1) (40.7)41.7 43.0(37.0) (33.9)

30.4 65.4

3.2% 3.2%3.5% 3.5%1.0% 1.0%0.0% 0.0%10.0 10.021.2 21.2

24. Employee benefit plans

Implenia benefit plans essencially comprise the former plans of Zschokke and Batigroup. They consist of plans governed by Swisspensions law and are regarded as defined benefit plans for the purpose of IAS19. The defined benefit obligation of active staffis determined using the projected unit credit actuarial valuation method, taking into account future salary and benefits increaseand staff turnover expectations. The defined benefit obligation of pensioners corresponds to the fair value of present benefits takinginto account future increases. Actuarial reports are prepared at the balance sheet date.

(in million CHF)

Amount recognised in the balance sheet as per year-endPresent value of funded defined benefit obligationFair value of plan assetsOverfunding (+) / underfunding (–)

Unrecognized actuarial gains (–) / losses (+)Asset (+) / Liability (–) recognized in balance sheet

Reconciliation of the amount recognized in the balance sheetAsset recognized as per 1.1Effects from business combinationsExpense recognized in profit or lossContributions by the employerAsset recongnized as per 31.12

Pension expenses recognized in profit or lossCurrent service costInterest costExpected return on plan assetsExpense recognized in profit (+) / loss (–)

The expected employer’s contributions for 2008 amountsapproximately to CHF 37.7 million.

Actual return on plan assets

Principal actuarial assumptions at 31.12Discount rateExpected rate of return on plan assetsFuture salary increasesFuture pension increasesExpected average remaining working lives in yearsLife expectancy at retirement age (male/femelle) in years

The expected rate of return on plan assets is based on expected performance of each investment category as per present investmentpolicy. The long term returns by category is 7.0% on Swiss Shares, 8.0% on foreign shares, 2.5% on Swiss bonds, 3.5% on foreignbonds, 4.5% on real estate investments and 1% on cash deposits.

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36

2007 2006

(1 221.9) (563.1)0.0 (707.3)

(38.1) (40.7)(40.6) (36.2)(32.1) (30.2)61.6 195.00.0 (39.5)

(1 271.1) (1 221.9)

1 193.9 555.70.0 704.041.7 43.037.5 33.832.1 30.2(61.6) (195.0)(7.8) 22.4

1 235.8 1 193.9

15.6% 14.9%14.7% 15.7%15.7% 15.9%26.5% 27.5%21.6% 19.5%5.9% 6.5%

2007 2006 2005(1 271.1) (1 221.9) (563.1)1 235.8 1 193.9 555.7(35.3) (28.0) (7.4)0.0 42.2 6.0(8.0) 22.4 4.7

(in million CHF)Reconcilation of defined benefit obligationDefined benefit obligation at 1.1Effects from business combinationsInterest costCurrent service cost (employer)Contributions by plan participantsPast service costActuarial gain (+) / loss (–) on defined benefit obligationDefined benefit obligation at 31.12

Reconcilation of the fair value of plan assetsFair value of plan assets at 1.1Effects from business combinationsExpected return on plan assetsContributions by the employerContributions by plan participantsBenefits paid/depositedActuarial gain (+) / loss (–) on plan assetsFair value of plan assets at 31.12

Major categories of plan assetsPropertiesEquity instruments SwitzerlandEquity instruments foreign countriesDebt instruments SwitzerlandDebt instruments foreign countriesCash

Plan assets include shares of Implenia Ltd for a total fair value of CHF 1.9 million (2006: shares for a value of CHF 1.6 million)and properties occupied by Implenia for a value of CHF 27.2 million (2006: 30.9 million).

Information over several yearsPresent value of funded defined benefit obligationFair value of plan assetsUnderfundingExperience adjustments on defined benefit obligationExperience adjustments on plan assets

Foundation for flexible retirement (FAR)Industrial personnel subject to the collective agreement benefit from the possibility of taking optional early retirement fromthe age of 60. Transitory benefits granted up to normal retirement age are paid by the Foundation for flexible retirement inthe construction industry (FAR), established specially for this purpose. Financing of the FAR, which was created by the SIB(Industry and Construction) and SYNA trades unions and also the Société Suisse des Entrepreneurs, is assured by contributionsfrom employers and employees. Insofar as the benefits of the FAR are financed under the margin capital distribution system,the conditions necessary to consider the FAR as a benefit system according to standard IAS 19 are not fulfilled. Consequently,the FAR is considered as a multi-employer system with defined contributions.

The FAR prepares its accounts in accordance with Swiss benefit fund legislation. On this basis, at the end of 2006 the FARhad a reserve ratio of 94.9%, i.e. a deficit of CHF 27.8 million. In view of measures decided during the 2007 financial year(mainly reductions in benefits and increased contributions by employees), the Group does not anticipate any payment obligationsbeyond contributions initially planned. In 2007, the Group paid the FAR contributions totalling CHF 11.1 million(2006: CHF 11.2 million).

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37Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 2006

13 613 23 195– 1 922

1 053 (11 151)– (353)

14 666 13 613

619 2 3486 657 6 403

472 4351 083 6891 922 1 9223 913 1 81614 666 13 613

4 953 4 627(2 365) (15 087)

– 15 4132 588 4 953

– 31 5182 8 338

12 914 17 913123 439 98 766136 355 156 535

25. Deferred taxes

(in 1000 CHF)

Deferred tax liabilitiesAs at 1.1Adjustment of deferred taxes on benefit fund assets (see note on balance sheet)ChangesChange in consolidation scopeAs at 31.12

The main deferred tax liabilities refer to the following items:Difference between taxable base and carrying value of provisionsDifference between taxable base and carrying value of tangible fixed assetsDifference between taxable base and carrying value of workin progress (assets/liabilities) and work partnerships (debtors/creditors)Difference between taxable base and carrying value of inventoriesDeferred tax liabilities of benefit plan surplusOther net differences

Deferred tax assetsAs at 1.1ChangesChange in consolidation scopeAs at 31.12

Recognised deferred taxes are calculated on the basis of a loss carry forward of 12.1 million (2006: 27.8 million).The amount of tax losses taken into account is based on profit projections prepared by the management.

Unrecognised tax losses to be carried forwardExpiry date1 yearfrom 2 to 5 yearsAfter 5 yearsNo expiry

The amount of unrecognised fiscal losses in 2007 mainly concerns the foreign companies, which no longer have any operationalactivities.

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38

Warranty Onerous Integration Repairs Groupprovisions contracts costs Disputes and claims Others Total

4 319 3 962 1 766 5 771 3 427 2 454 21 699– – – – – – –

424 (300) 454 (2 488) (988) (914) (3 813)539 – 1 319 – 9 256 2 123

(4 252) (2 262) (1 500) (400) (245) (770) (9 429)(35) (1 400) (40) – (910) – (2 385)995 – 1 999 2 883 1 293 1 026 8 195

– – 1 999 – – – 1 999

– – – – 218 1 273 1 4914 696 2 692 – 2 644 1 946 – 11 978

– 1 270 7 766 3 127 1 273 1 181 14 617– – (6 000) – (10) – (6 010)

(377) – – – – – (377)4 319 3 962 1 766 5 771 3 427 2 454 21 699

– – 1 766 – – – 1 766

26. Provisions

(in 1000 CHF)

2007As at 1.1Change in consolidation scopeTransferAllocationUtilisedReleasedAs at 31.12

of which current portion

2006As at 1.1Change in consolidation scopeAllocationUtilisedReleasedAs at 31.12

of which current portion

Warranty provisions concern risks related to completed projects which, by virtue of contractual agreements, are payable normallywithin 2 to 3 years, or 5 years at most. Some provisions previously classified under onerous contracts were reclassified underwarranty provisions. The increase in the provision is related to a new project carried out in France by Implenia.

Onerous contracts concern rental guarantees. They generally fall due within 2 to 3 years. As the result of a new rental contractsigned in 2007 with the pension fund, it was possible to release a provision for the sum of 1.4 million.

The increase in integration costs is due essentially to provisions for the cost of regrouping certain subsidiaries.A provision for redundancy costs linked to Implenia's activities abroad, previously classified under disputes, was reclassified underintegration costs.

During an analysis of provisions for disputes, it transpired that some valuation differences, resulting from the merger with Batigroupand classified under provisions for disputes, should be considered as provisions for losses on debtors and provisions for site repairsrespectively.

The provision for claims payable was reclassified under transitory liabilities due to the certain character of the amounts due.An amount of CHF 910 000 was able to be released following the purchase by Implenia of a rented plot of land which as a resultno longer requires reinstatement. The balance of the provision consists of future costs for the reinstatement of sites at the endof their use. This mainly concerns gravel pits.

At the end of 2007, other provisions consist of provisions for risks in connection with activities abroad.

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39Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 2006

34.1% –11.2% 10.9%6.5% –3.3% –

– 5.2%

18 472 000 18 472 0004.50 4.85

83 124 000 89 589 200

18 419 437 18 006 926

CH002 386 8554 (IMPN)

27. Share capital

Known shareholders holding more than 3% (2006:5%) of share capital as at 31 December:Laxey GroupParmino Holding AGPort Noirt Investment SàrlAmmann Group3V Asset Management AG

Number of registered shares:Nominal value per share in CHFTotal nominal value in CHF, as at 31.12

Number of shares in circulation, as at 31.12

ISIN Code

The Annual General Meeting of Shareholders held on 24 April 2007 decided to repay CHF 0.35 of the face value of eachImplenia Ltd share. As the legal requirements for repayment were met, the repayment was made as planned on 10 July 2007.From that date, the share capital of Implenia Ltd amounts to CHF 83 124 000.

The annual general meeting on 2 March 2006 decided on a conditional capital increase of up to a total of CHF 41.562.600(9.236.000 shares with a nominal value of CHF 4.50 each) for the purpose of covering the potential conversion of futureconvertible bonds or similar financial instruments. As of 31 December 2007, no such financial instruments were issued.

The Board of Directors proposes a partial reimbursement of CHF 0.50 of the nominal value. The share capital will be reducedby KCHF 9 236 to KCHF 73 888. The Articles of Association will be adjusted accordingly. The partial reimbursement will takeplace on 3 July 2008 in favour of shareholders inscribed on the register on 27 June 2008. This reimbursement is not subjectto deduction of withholding tax or income tax for natural persons liable for tax in Switzerland.

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Average UnitPrice

Number (in CHF) Total5 110 376 1 923(1 937) 376 (729)3 173 376 1 194

126 920 9 1 194

259 681 18 4 66520 700 5 1006 573 21 14051 200 24 1 220465 074 16 7 319

465 074 16 7 319472 017 42 19 944(800 043) 30 (23 791)(84 485) 16 (1 330)

– (181)52 563 37 1 961

1 Implenia/Zschokkeexchange ratio = 40:1.

2 Implenia/Batigroupexchange ratio = 1:1.

28. Treasury Shares

(in 1000 CHF)

Balance as at 1.1.2006Disposals (profit-sharing plan)Balance as at 2.03.2006

Exchanged for Implenia shares

Implenia shares held by Zschokke Holding SA1

Implenia Ltd sharesImplenia shares held by Batigroup Holding SA2

PurchasesBalance as at 31.12.2006

Balance as at 1.1.2007PurchasesDisposalsTransfers (Board members and managers)Nominal value refundBalance as at 31.12.2007

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41Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

Classified as per Book value Fair valueIAS39* 2007 2006 2007 2006

rec./liab. 47 153 107 346 47 153 107 346av.sale 1 342 686 1 342 686

rec./liab. 148 1 289 148 1 289rec./liab. 432 633 374 823 432 633 374 823rec./liab. 40 708 29 984 40 708 29 984rec./liab. 53 673 63 177 53 673 63 177

575 657 577 305 575 657 577 305

other liab. 158 645 81 096 158 645 81 096other liab. 175 772 134 254 175 772 134 254other liab. 41 728 36 885 41 728 36 885other liab. 5 780 15 718 5 780 15 718

381 925 267 953 381 925 267 953

2007 2006

13 530 10 050– –– –

(2 037) (290)– 3 770

11 493 13 530

(6 830) (3 906)379 921– –

29. Financial instruments

(in 1000 CHF)

Financial assetsCash and cash equivalentsSecuritiesShort-term receivablesTrade debtorsOther debtorsFinancial investments (without securities)Total

Financial liabilitiesShort-term financial liabilitiesTrade payablesOther payablesLong-term financial liabilitiesTotal

* Classifications as per IAS 39:– rec./liab.: receivables and liabilities– av.sale: available for sale– other liab.: other liabilities

Amount of financial instruments held to maturity: during the financial year, the Group held none of this typeof financial instrument (2006: none).

Pledging of financial assetsNo financial assets were pledged at the balance sheet date (2006: none).

Valuation adjustments for default changed as follows:

Customers:Position of value correction as at 1 JanuaryUse of value correctionsConstitution of value correctionsValue corrections now worthless carried forwardInputs/outputs resulting from variation of the consolidation scopePosition of the value correction as at 31 December

Profit and loss in income statementa) result of receivables and liabilitiesb) result of financial instruments available for salec) result of financial instruments held until maturity

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30. Management of financial risks

The Group's main financial instruments concern the cash and cash equivalents, customers, financial liabilities and other liabilities,long-term financial liabilities and suppliers. Customers and suppliers are generated in the course of normal activity.Financial liabilities are intended exclusively to finance operational activity (current assets and fixed assets). Long-term investmentsserve mainly to finance associated companies (loans).

The Group authorises the use of derivative financial instruments only for hedging purposes. Due to the weakness of exchange raterisks and the seasonal nature of financing requirements, derivative financial instruments are rarely used. During the financial year,the Group held no derivative financial instruments (2006: none).

The main risks for the Group resulting from financial instruments are the credit risk, the interest rate risk, the liquidity risk andthe market risk. Nearly 99% of sales and purchases by Group companies are made in the same currency, even 100% as regardsfinancing. The risk run by the Group with regard to operational activity is therefore not significant. To a small extent, there is anexchange rate risk on net investments labelled in foreign currency made in foreign subsidiaries.

Credit riskThe credit risk concerns losses on customer debts and on financial debts.

CustomersAgreements with customers generally stipulate payment terms of from 30 to 90 days. Customer solvency is verified prior to anycontract being signed. Turnover is realised mainly with the public sector and with high quality debtors (banks, insurance companies,pension funds, etc). On principle, no guarantee is requested. However, in the case of services concerning real estate, it is generallypossible to have a legal mortgage registered (mortgage right of artisans and entrepreneurs). Notice of payments outstandingis given as part of a standardised procedure. Regular reports are made on the progress of debts, particularly those that are overdue.With respect to Group turnover, irrecoverable debts are negligible.

Financial debts and other debtsThe credit risk concerning financial claims and other receivables resides in loss of income due to debtor insolvency.Debtors are regularly subject to solvency checks by means of a verification of their financial situation.

The maximum credit risk corresponds to losses under the different receivables. For accounts receivables, the three largest sumsamount to CHF 34.0 million (2006: CHF 15.1 million), or 7.2% of all accounts receivables (2006: 3.8%).

For financial claims and cash and cash equivalents, the three largest sums amount to CHF 21.4 million (2006: CHF 82.4 million),corresponding to 31.0% of all financial claims and liquidities (2006: 58.8%).

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43Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

31.12.2007 31.12.2006281.5 214.951.5 60.527.6 29.211.2 11.755.5 53.35.3 5.2

432.6 374.8

Rating2 Saldo

n.a. 19 500n.a. 8 016n.a. 6 456

Rating2 Saldon.a. 9 011Aaa 6 376Aa2 6 022

Rating2 Saldo

n.a. 5 900n.a. 5 380n.a. 3 874

Rating2 SaldoAaa 31 565Aa2 32 844n.a. 18 100

The ageing structure of customer receivables is as follows:(in million CHF)Not due and not providedDue 0-30 daysDue 30-60 daysDue 60-90 daysOverdue (more than 90 days)Overdue and providedTotal

Receivables subject to individual valuation adjustments amount to CHF 8.0 million net (2006: CHF 8.0 million) at the balancesheet date, valuation adjustments amount to CHF 2.7 million (2006: CHF 2.5 million). The historic rate of loss is less than 0.4%of turnover.

The table below shows receivables from the most important counterparts at closure of the balance sheet:

Situation as at 31.12.2007Counterpart1

Customer receivables:1. Other2. Other3. Other

Financial claims and liquidities:1. Other2. Financial institute3. Financial institute

Situation as at 31.12.2006Counterpart1

Customer receivables:Public entityOtherOther

Financial claims and liquidities:Financial instituteFinancial instituteOther

Liquidity riskThe liquidity risk resides mainly in the eventuality that liabilities cannot be honoured on the due date. Future developmentof liquidity is forecast based on a variety of rolling planning horizons. The Group endeavours at all times to have sufficient linesof credit to cover planned funding requirements. As at 31 December 2007, the Group had cash and cash equivalents ofCHF 47.2 million (2006: CHF 107.3 million) and unused credit limits of CHF 178.6 million (2006: 167.6 million). The Group seeksminimal liquidity (including cash and cash equivalents and unused credit limits) of CHF 50 million (2006: CHF 50 million).

1 Counterparts are distributedaccording to the followingclassifications:– Financial institutes (banks,– insurance companies,– pension funds);– Public entities;– Other.

2 Moody’s long-term debtrating.

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44

0-3 months 3-6 months 7-12 months more than12 months215 488 44 1 968 –158 644 – – –

– – – 5 780

0-3 months 3-6 months 7-12 months more than12 months163 108 8 1 102 3 95781 096 – – –

– – – 15 718

less than 1 year 2-5 years more than 5 years

47 153 – –148 8 286 –

158 645 5 780 –

– 13 370 –– – –

Variation in rate Variation in EBT+/– 0.5% 1 097+/– 0.5% 783

2007Suppliers and other liabilitiesShort-term financial liabilitiesLong-term financial liabilities

2006Suppliers and other liabilitiesShort-term financial liabilitiesLong-term financial liabilities

Interest rate riskThe Group has very few assets that generate interest. Consequently, the Group’s interest rate risk results from the structure andvolume of its financing. Insofar as the Group’s debts are coupled exclusively with variable interest rates, the risk resides in theeffect of interest rate variations on the Group’s cash flow. Indebtedness always occurs in the national currency of the financedentity and is therefore almost entirely in Swiss francs.

The structure of due dates of interest-bearing financial instruments is as follows:

Variable rate:LiquiditiesFinancial claimsFinancial liabilities

Fixed rate:Financial claimsFinancial liabilities

The table below shows the effect of interest rate variations on the Group’s pre-tax profit (EBT). It is assumed that the interest ratevariation affected the entire financial year. Only the effect of interest rate variations in Swiss francs is presented, since the Groupacquires debt virtually exclusively in that currency.Interest rate variations have no effect on shareholders’ equity.

Sensitivity 2007Sensitivity 2006

Exchange rate risk and market risk (cash flow risk)Risk related to exchange rate fluctuations is not significant and concerns mainly net investments held in foreign currency madein foreign subsidiaries.Since the Group holds few securities, market risk is not significant either.

Losses on financial liabilities and contractual infringementsThere were no losses on financial liabilities during the financial year (2006: none). Clauses (financial convenants) stipulatedin financing agreements were fulfilled.

Policy regarding structure of capital and indebtednessThe Group targets a rate of self-financing around of 30%. On the year end date, the rate of self-financing was 30.2% (2006: 28.7%).Net current assets must be financed by short-term bank finance, while the financing of assets must be assured by current cash flow.The value of economic shareholders’ capital corresponds to that shown in the balance sheet.

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45Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 200650 578 42 03716 927 21 70447 478 56 49628 561 11 331

2007 2006

52 866 73 120679 765

Number 77 480 64 140

KCHF 1 972 1 852KCHF (1 600) (1 820)KCHF 2 456 1 600KCHF 2 828 1 632

31. Leasing contracts

(in 1000 CHF)

Rents expense in the financial yearAmount of leasing liabilities for 2008 / (2007)Amount of leasing liabilities for 2009 to 2012 / (2008-2011)Amount of leasing liabilities from 2013 / (from 2012)

Rental contracts are distributed as follows: real estate rental (80%) and vehicle rental (20%).

There are no existing leases or sub-leasing agreements that are not rescindable.

32. Profit-sharing scheme

(in 1000 CHF)

a) Scheme available to all employees

The profit-sharing scheme for the benefit of employees is determined by the Motivation Foundation of Implenia Group.

Under this scheme, employees can subscribe to shares of Implenia Ltd (2006: Zschokke Holding SA) at a preferential price.The difference between the average market price of CHF 32.15 per share (2006: CHF 562.99 per share) and the preferential priceof CHF 19.30 per share (2006: CHF 400 per share) is recorded as an expense of the period.

Number of shares subscribed (converted into shares Implenia)Amount expensed in the financial year

The shares are blocked and cannot be traded for a period of 3 (2006: 5) years. The employees are entitled to dividends and mayexercise their voting rights. Upon expiry of the blocking period, the shares may be freely traded by the employees.

b) Executive scheme

Group managers benefit from a profit-sharing scheme in Implenia Ltd shares. Depending on the achievement of targets, the Boardof Directors may decide to allocate shares free of charge or on a preferential basis. Under a written agreement, this allocationconstitutes additional annual remuneration that is not related to the future performance of managers. The amount is thereforeexpensed entirley in the current financial year. The amount charged to the Group is calculated on the basis of the share’s stockmarket value at the time of grant, which is done at the beginning of the next financial year. The Group may either buy shares onthe market or draw from its own stock of shares.

In 2007, shares reserved for managers were estimated at a price of CHF 34.60 per share (2006: CHF 25.45 per share).

Allocation of shares for the previous year

Allocation of shares for the previous yearEstimate of cost for the previous yearEstimate of cost for the current yearAmount charged to the financial year

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46

2007 2006

Number 7 005 –

KCHF 170 –KCHF (170) –KCHF 126 170KCHF 126 170

2007 2006

4 688 1 75811 569 –230 887 262 168

455 191

19 964 23 1416 736 5444 647 2 078

558 1 599999 –

53 707 61 1531 207 903

3 851 926130 –

1 007 3 274704 –

c) Shares to board members

Some Board members receive part of their remuneration in shares. The cost is calculated in the same way as for shares allocatedto managers. For the 2005 financial year, shares had already been allocated at the end of the year, which explains why there wasno distribution in 2006.

Allocation of shares for the previous year

Allocation of shares for the previous yearEstimate of cost for the previous yearEstimate of cost for the current yearAmount charged to the financial year

33. Related party disclosures

(in 1000 CHF)

Information on related party transactionsSales to related parties:– associated companies– companies related to a key management executive– work partnerships– others

Purchases from related parties:– associated companies– companies related to a key management executive– work partnerships

Credit claims on related parties (as at 31.12):– associated companies– companies related to a key management executive– work partnerships– others

Debts to related parties (as at 31.12)– associated companies– companies related to a key management executive– work partnerships– others

Transactions with related parties are dealt with at arm’s length.

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47Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

2007 2006

6 409 4 910– 182

500 410– –

2 501 1 7749 410 7 276

4 529 1 632

2007 2006179.4 228.6

34. Indemnities to key management executives

(in 1000 CHF)

The term “key management executives” includes the members of the Boardof Directors and the members of the Group Management.Short-term employee benefitsOther post-employment benefitsLong-term benefitsTermination benefitsShare-based paymentsTotal remuneration of key management executives

Balance in favour of key management executives as at 31.12

Details of remuneration in accordance with the Swiss Code of Obligations, art. 663 and following, can be found in the annualreport of Implenia Ltd under note nr 8.

35. Contingent liabilities

(in million CHF)

Third party guarantees

The balance of outstanding guarantees relates essentially to ongoing projects carried out for own account (submission, warrantyand issued guarantees) as well as for projects in work partnerships.

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48

2007 2006

– (20 143)– 800– 131

– (3 299)– 40 214

– 9 110– (4 000)– (3 421)– 19 392

36. Acquisition / disposal of subsidiaries - Cash flow impact

(in 1000 CHF)

Reuss GroupAcquisition price of Reuss GroupBalance payable on purchase of Reuss GroupCash and cash equivalents taken over from Reuss Group

BatigroupAcquisition of Batigroup (purchase cost paid in 2006)Cash and cash equivalents taken over from Batigroup.(including newly consolidated entities)

Stamm BauDisposal price of Stamm BauLoan to purchasersCash and cash equivalents transferred from Stamm Bau

There has been no change in the consolidation scope (purchase or sale of subsidiaries) during the year 2007.

The acquirers of Stamm Bau AG have repaid the first tranche of the loan as it fell due (CHF 1 million) (transfer to “Other financialinvestments”). The next repayments are expected as follow: CHF 1 million as of 30.06.08 and CHF 2 million as of 30.06.09.

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49Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

PublishedReprocessed figures last year Difference

2006 20062 413 868 2 338 142 75 726(1 517 735) (1 439 239) (78 496)

17 044 19 814 (2 770)(8 342) (11 112) 2 77014 039 14 039 –

PublishedReprocessed figures last year Difference

2006 2006

374 823 313 670 61 15311 462 72 615 (61 153)

134 254 134 030 22434 972 9 103 25 869485 341 511 434 (26 093)

37. Adjustment of previous year’s reported figures

The following data was modified with respect to last year’s reported figures.

a) Turnover from real estate operations

Turnover from real estate operations corresponds to the sales of these operations and is included in Group turnover. Until last year,only the result of the sale was recognised as turnover. The adjustment leads to an increase in turnover and subcontractors ofKCHF 79 297 for 2006. There is no impact on operating profit as a result. This adjustment was necessary so that Implenia compliedwith the accounting requirements of IFRS standards.

b) Processing of discounts and guarantee commission

Previously discounts and guarantee commission were recognised under financial costs. A change of accounting principles wasnecessary to meet IFRS standards and these items are now included either in turnover or in charges. The previous year’s figureshave been adjusted, leading to a reduction in Group turnover of KCHF 3 571 and a reduction in materials and subcontractors ofKCHF 801.

The effect of points a) and b) on the profit and loss account are as follows:

(in 1000 CHF)

Group turnoverMaterials and subcontractorsOperating profitFinancial costsPre-tax profit

c) Receivables and debts in respect of Partnerships

To improve the transparency of the accounts, receivables and debts with regard to services to/from partnerships have been reclassifiedto the “Customers” and “Suppliers” accounts respectively. Provisions for work partnerships of KCHF 26 093 were reclassified fromwork in progress liabilities to partnerships liabilities. Compared to last year, the accounts have been adjusted as follows:

(in 1000 CHF)

AssetsCustomersPartnerships

LiabilitiesSuppliersPartnershipsWork in progress

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50

PublishedReprocessed figures last year Difference

2006 20069 261 14 294 (5 033)(7 321) 220 (7 541)2 186 – 2 18637 567 37 567 –

PublishedReprocessed figures last year Difference

2006 2006203 819 206 558 (2 739)76 740 77 557 (817)13 613 11 691 1 92287 638 89 408 (1 770)368 550 369 519 (969)

d) Corrections to cash flow 2006

The adjustments in the following table were made to the 2006 cash flow:

(in 1000 CHF)

Other short-term assets and liabilitiesInterest paidInterest receivedOperating cash flow

e) Calculation of deferred tax on pension scheme assets

Deferred tax on pension scheme assets was calculated for the first time this year and required an adjustment to the previous year.The adjustment gave rise to a change in shareholders’ equity on 1st January 2006 of KCHF –2 739. For the acquisition of Batigroup,the impact on goodwill of deferred tax on pension scheme assets is KCHF 817. This gives a total adjustment of KCHF –1 922as at 31 December 2006. The impact of KCHF 41 for the 2006 financial year was considered immaterial and was not recognised.

f) Correction of the allocation of share remuneration

Remuneration in shares was charged directly to shareholders’ equity. The adjustment resulted in a reclassification from accrualsand deferred income to shareholders’ equity with respect to the positions as at 31 December 2006. The adjustment had no impacton the profit and loss account.

The effect of points e) and f) may be summarized as follows:

(in 1000 CHF)

Shareholders’ equity, 1.1Goodwill, 31.12Deferred taxes, liabilities, 31.12Accruals and deferred income 31.12Shareholders’ equity, 31.12

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51Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

38. Post-balance sheet events

The Board of Directors of Implenia Ltd, in its meeting held on 4 March 2008 approved the consolidated accounts for the year 2007for presentation to the ordinary General Meeting of shareholders on 8 April 2008.

The General Meeting decides on the final approval of the financial statements.

Up to the time of the approval of this report, there were no known events that might require an adjustment to the accountingvalues of the Groups assets and liabilities.

The takeover bid by the Laxey group lapses on 14 March 2008.

On 30 November 2007 decision for a Joint Venture contract with Russian Land and for the formation of the company have beenpublished. Official formation of the company is in progress (and will be completed within the next months).

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52

39. Subsidiaries

Registered Share Active/Name Share holding office Currency capital Segment Inactive Held byAG für manuelle Dienstleistungen 53.33% Neuenhof CHF 150 000 Services Active Implenia AGBalduin Weisser AG 100% Basel CHF 1 750 000 Overheads Holding and Miscellaneous Inactive Implenia Immobilien AGBâtiments industrielsdu Haut-Rhin Sàrl (Bâtirhin) 100% Mulhouse (F) EUR 195 000 Overheads Holding and Miscellaneous Inactive Implenia AGDéveloppements transfrontaliers SA 100% Lyon (F) EUR 14 663 800 Real Estate Active Implenia Development AGGebr. Ulmer GmbH 100% Bruchsal (D) EUR 25 565 Overheads Holding and Miscellaneous Inactive Implenia AGGravière deLa Claie-aux-Moines S.A. 66.66% Savigny CHF 1 500 000 Infra Construction Works Active Implenia AGGust. Stumpf GmbH 100% Bruchsal (D) EUR 1 533 876 Overheads Holding and Miscellaneous Inactive Implenia Holding GmbHGust. StumpfVerwaltungs GmbH & Co KG 100% Bruchsal (D) EUR 511 292 Overheads Holding and Miscellaneous Inactive Implenia AGImplenia (Ticino) SA 100% Lugano CHF 150 000 Infra Construction Works Active Implenia AGImplenia Construction SA 100% Genève CHF 40 000 000 Infra + Tunnel,

TC Construction Works + Global Active Implenia AGImplenia Bau GmbH 100% Rümmingen (D) EUR 2 556 459 Infra Construction Works Active Implenia Holding GmbHImplenia Generalunternehmung AG 100% Basel CHF 20 000 000 General Contractor Active Implenia AGImplenia Development AG 100% Dietlikon CHF 30 000 000 Real Estate Active Implenia AGImplenia Global Solutions Ltd. 100% Dietlikon CHF 100 000 Global Solutions Active Implenia AGImplenia Holding GmbH 100% Rümmingen (D) EUR 3 067 751 Infra Construction Works Active Implenia Immobilien AGImplenia Immobilien AG 100% Dietlikon CHF 30 600 000 Real Estate Active Implenia AGImplenia InvestmentManagement AG 100% Dietlikon CHF 100 000 Real Estate Active Implenia AGImplenia Management AG 100% Genève CHF 500 000 Overheads Holding and Miscellaneous Active Implenia AGImplenia Österreich GmbH 100% Wien (O) EUR 35 000 Infra Construction Works Active Implenia AGM.F. WachterBauunternehmung GmbH 100% Stuttgart (D) EUR 1 000 000 Overheads Holding and Miscellaneous Inactive Implenia Holding GmbHPrivera AG 100% Bern CHF 4 000 000 Services Active Implenia AGPrivera Services AG 100% Bern CHF 1 000 000 Services Active Implenia AG

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53Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements

Registered Share Active/Name Share holding office Currency capital Segment Inactive Held byReprojet AG 100% Zürich CHF 100 000 Infra Construction Works Active Implenia AGReuss Engineering AG 100% Dietlikon CHF 100 000 Services Active Implenia AGRocmouve SA 66.66% Echallens CHF 120 000 Infra Construction Works Active Implenia AGSAPA, Société Anonymede Produits Asphaltiques 75% Satigny CHF 500 000 Infra Construction Works Active Implenia AGSisag SA 100% Abidjan (CI) XOF 492 000 000 Infra Construction Works Active Implenia AGSocarco Mali Sàrl 100% Bamako (Mali) XOF 100 000 000 Infra Construction Works Active SISAGSonnrain Wohnbau GmbH 100% Rümmingen (D) EUR 255 646 Overheads Holding and Miscellaneous Inactive Implenia Holding GmbHStrassen und Tiefbau AG 100% Vaduz (FL) CHF 50 000 Overheads Holding and Miscellaneous Inactive Implenia Immobilien AGStuag Bauunternehmung GmbH 100% Rümmingen (D) EUR 306 775 Overheads Holding and Miscellaneous Inactive Implenia Holding GmbHSwiss Overseas Engineering Company100%Genève CHF 200 000 Overheads Holding and Miscellaneous Inactive Implenia AGTetrag Automation AG 100% Dietlikon CHF 100 000 Services Active Implenia AGTrachsel AG 100% Heimberg CHF 100 000 Infra Construction Works Active Implenia AGZschokke Construction Sàrl 100% Lyon (F) EUR 76 225 Infra Construction Works Active Zschokke France SAZschokke Développement SA 100% Lyon (F) EUR 457 347 Overheads Holding and Miscellaneous Inactive Zschokke France SAZschokke France SA 100% Lyon (F) EUR 914 694 Overheads Holding and Miscellaneous Inactive Implenia AGZschokke GmbH Leipzig 100% Leipzig (D) EUR 1 022 584 Overheads Holding and Miscellaneous Inactive Zschokke Holding

Deutschland GmbHZschokke HoldingDeutschland GmbH 100% Berlin (D) EUR 3 067 751 Overheads Holding and Miscellaneous Inactive Implenia AGZschokke Procédés Spéciaux Sàrl 100% Lyon (F) EUR 457 347 Overheads Holding and Miscellaneous Inactive Zschokke France SA

Zschokke Bratislava was liquidated in 2007.

All subsidiaries of the Group are fully consolidated.

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54

40. Associated companies

Name Share holding Registered office Currency Share capitalArgo Mineral AG 50.0% Aarau CHF 300 000Argobit AG 40.0% Schafisheim CHF 1 200 000ASFATOP AG 50.0% Unterengstringen CHF 1 000 000Associés Poste Enrobage en Commun (APEC) SA 20.0% Hauterive CHF 300 000Bawag, Belagsaufbereitungsanlage Wimmis AG 24.0% Wimmis CHF 100 000Belagswerk Rinau AG 25.0% Kaiseraugst CHF 1 000 000Bépo-Bétonpompé S.A. 39.0% Lausanne CHF 120 000Betonwerk Vispe (EG) 20.0% Stalden CHF 673 772Bewo Belagswerk Oberwallis (EG) 25.0% Niedergesteln CHF 1 500 000Bioasfa SA 50.0% Bioggio CHF 900 000Bipp Asphalt AG 27.5% Niederbipp CHF 1 000 000BRZ Belags- und Recycling-Zentrum (EG) 33.3% Horw CHF 1 500 000Catram AG 24.0% Chur CHF 1 000 000Deponie Eglisau (EG) 37.0% Eglisau CHF –Garage-Parc Montreux Gare SA 26.0% Montreux CHF 2 050 000GU Kies AG 33.3% Schaffhausen CHF 450 000HOLCIM BETONDRANCE S.A. 46.0% Martigny CHF 300 000Imbess, Impianto miscela bituminosa E.S.S (EG) 33.3% Chiggiogna CHF –Kieswerk Oldis AG 21.4% Haldenstein CHF 1 200 000Léchire S.A. 33.3% Fribourg CHF 100 000Microlog SPA 24.0% San Giorgio (IT) EUR 120 000MIFAG Mischgutwerk Frauenfeld AG 10.0% Frauenfeld CHF 600 000MOAG Baustoffe Holding AG 13.3% Mörschwil CHF 300 000Mobival (EG) 26.0% Massongex CHF –Parking de la Place de la Navigation S.A. 24.0% Lausanne CHF 6 986 000Prébit, Centre d'enrobage (EG) 25.0% Marin-Epagnier CHF 500 000Pro Quarta (EG) 42.0% Alvaneu CHF 500 000Real Partners AG 45.0% Zug CHF 300 000Remora AG 18.3% St. Gallen CHF 300 000Reproad AG 33.3% Dietlikon CHF 1 500 000SEBAL Belagswerk Biel-Büttenberg (EG) 48.0% Biel-Büttenberg CHF –SEBAL Lyss AG 48.0% Lyss CHF 500 000Seval - Société d'Enrobage du Valais central (EG) 83.0% Vétroz CHF –SFR société Fribourgeoise de Recyclage SA 20.8% Hauterive CHF 1 200 000Socarco Bénin Sàrl 40.0% Cotonou XOF 1 000 000Socarco Burkina Sàrl 40.0% Burkina XOF 10 000 000Société Coopérative Les Terrasses 42.3% Versoix CHF 815 000Société d'exploitation du Mégastore d'Archamps - SEMA 30.0% Archamps EUR 37 000Société de recyclage de matériaux pierreux - SRMP 40.0% Savigny CHF 250 000Tapidrance (EG) 52.0% Martigny CHF 1 000 000Urner Belagszentrum (UBZ), Flüelen/UR (EG) 50.0% Flüelen CHF 1 000 000URPHALT Gemeinschaftsunternehmung (EG) 25.0% Altdorf CHF –Valbéton (EG) 50.6% Sion CHF 100 000Valver (EG) 27.9% Martigny CHF –Wohnpark an der Kander GmbH 40.0% Rümmingen-D EUR 204 517

Associated companies are consolidated using the equity method.

Despite a holding in excess of 50%, Seval, Tapidrance and Valbéton are considered to be associated companies consolidated usingthe equity method. These are companies over which Implenia does not have sufficient control to justify full consolidation.In addition, other companies in which Implenia has a holding of less than 20% are considered to be associate companies due tothe fact that Implenia has significant influence over them.

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55Consolidated Financial Statements of the Implenia Group

Notes to the Consolidated Financial Statements l Report of the Group Auditors on the Consolidated Accounts

Report of the Group Auditorson the Consolidated Accounts

Report of the Group Auditorsto the General Meetingof Implenia AG, Dietlikon

As auditors of the group, we have audited theconsolidated financial statements (balance sheet,income statement, statement of cash flows, statementof changes in equity and notes – pages 4 to 54) ofImplenia AG for the year ended December 31, 2007.These consolidated financial statements are the

responsibility of the board of directors. Our responsi-bility is to express an opinion on these consolidatedfinancial statements based on our audit. We confirmthat we meet the legal requirements concerningprofessional qualification and independence.Our audit was conducted in accordance with Swiss

Auditing Standards and with the InternationalStandards on Auditing, which require that an audit beplanned and performed to obtain reasonable assuranceabout whether the consolidated financial statementsare free from material misstatement. We have examinedon a test basis evidence supporting the amounts anddisclosures in the consolidated financial statements.We have also assessed the accounting principles used,significant estimates made and the overall consolidatedfinancial statement presentation. We believe that ouraudit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statementsgive a true and fair view of the financial position, theresults of operations and the cash flows in accordancewith the International Financial Reporting Standards(IFRS) and comply with Swiss law.

We recommend that the consolidated financialstatements submitted to you be approved.

PricewaterhouseCoopers SA

Willy Wenger Gerhard SiegristAuditor in charge

Zürich, March 7, 2008

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2

Statutory FinancialStatements of Implenia Ltd

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58

Income Statement

2007 2006

17 426 915 12 944 46120 134 952 6 453 94337 561 868 19 398 404

12 789 109 5 691 9582 156 200 3 006 2002 566 514 8 252 800144 003 56 023173 875 (88 136)

10 831 575 5 9588 900 593 2 473 603

37 561 868 19 398 404

Income Statement

(in CHF))

REVENUERevenue from investmentsFinance revenueTOTAL

EXPENSESFinance costsAmortisation on investmentsAdministration costsCapital tax and stamp dutyIncome taxChanges in provisionsProfit/(loss) for the yearTOTAL

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59Statutory Financial Statements of Implenia Ltd

Income Statement l Balance Sheet

Balance Sheet

Notes 31.12.2007 31.12.2006

8 836 987 31 814 8212 1 960 633 7 319 308

224 423 048 340 657 39224 532 773 4 695 4891 529 534 1 498 197

261 282 975 385 985 207

3 270 252 149 273 058 3493 1 599 101 1 456 334

249 092 1 721 659272 100 342 276 236 342533 383 318 662 221 549

7 123 018 862 70 000 000188 681 963 374 464 006

102 088 90 3701 716 871 44 3361 150 728 1 345 423

314 670 512 445 944 136

800 000 800 000800 000 800 000

4 83 124 000 89 589 200

1 960 633 7 319 30854 558 715 54 558 71524 131 272 18 772 597

45 237 593 42 763 9908 900 593 2 473 603

217 912 806 215 477 413533 383 318 662 221 549

Balance Sheet

(in CHF)

ASSETSCash and cash equivalentsSecuritiesReceivables - Group companiesReceivables - third partiesPrepayments and accrued incomeCurrent assets

SubsidiariesMinority shareholdingsOther financial investmentsNon-current assetsTOTAL

LIABILITIES AND SHAREHOLDERS’ EQUITYBank borrowingsLiabilities – Group companiesLiabilities – third partiesOther payablesAccruals and deferred incomeCurrent liabilities

Other long-term liabilitiesNon-current liabilities

Share capital:– 18 472 000 registered shares of CHF 4.50 (2006: 4.85)Reserve for treasury sharesGeneral reserveVoluntary reserveProfit and loss account:– profit carried forward– profit for the yearShareholders’ equityTOTAL

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60

Notes to the StatutoryFinancial Statements

2007 2006Number465 074 7 319 308 –

– – 6 099 014472 017 19 944 496 1 220 294(884 528) (25 122 393) –

– (180 777) –52 563 1 960 633 7 319 308

2007 2006270 252 149 273 058 3491 599 101 1 456 334

34.1% –11.2% 10.9%6.5% –3.3% –

– 5.2%

1. Change in presentation

Since the presentation of the accounts has been slightly modified, the following 2006 figures have been restated to be comparable:receivables, long-term investments, debts on purchases and services.

2. Securities

(in CHF)

Implenia Ltd sharesBalance as at 1.1Buyback after merger with Zschokke and BatigroupPurchasesSalesReduction of nominal valueBalance as at 31.12

3. Investments

(in CHF)

Subsidiaries (affiliated companies, pages 52 and 53)Minority shareholdings

4. Share capital

The general meeting of shareholders held on 2 March 2006 decided to authorise a conditional share capital amountingto a maximum of CHF 41 562 000 represented by 9 236 000 fully paid-up shares. To date, this conditional capital has not beenused by the Board of Directors.

The General Meeting of 24 April 2007 approved of a partial refund of CHF 0.35 of the nominal value.The share capital was reduced by CHF 6 465 000 to CHF 83 124 000.

Known shareholders holding more than 3% of shares as at 31 December 2007 (2006: 5%):Laxey GroupParmino Holding LtdPort Noir Investment SàrlAmmann Group3V Asset Management Ltd

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61Statutory Financial Statements of Implenia Ltd

Notes to the Statutory Financial Statements

2007 2006– –

2007 200618 134 61 80817 885 18 700

GuaranteeLoan covered issued

250 000 250 000122 400 153 234

5. Hidden reserves

(in CHF)

Net release by virtue of Art. 663b CO

6. Contingent liabilities

(in 1000 CHF)

Guarantees grantedSecurity for joint liability regarding the levying of VAT for the Group

7. Consortium credit

A new consortium credit was signed on 16 August 2006 with a consortium of banks. The total credit limit amountsto CHF 500 million and will be valid until the end of 2009.

The limit is split between a cash limit of CHF 250 million and a limit for the issue of guarantees of CHF 250 million.

To secure the consortium credit, the Implenia Group issued the following securities in favour of the bank consortium:– Pledging of mortgage certificates on the Group real estate for a market value of CHF 44 million.– Guarantees given by the most important companies of the group to cover the obligations of Implenia Ltd towards– the bank consortium.

The continuance of the credit relationships is dependant on various conditions («Covenants»), which had been compliedwith by Implenia Ltd at 31.12.2007.

(in 1000 CHF)Situation as at 31.12.2007

Authorised limitsLimits used

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62

1 Implenia Ltd shares,security No 00238 6855,nominal value CHF 4.50

Fixed Variable Social security Shares assigned1 Leavingsalaries salaries contributions Number Value benefit Total501.4 488.5 257.5 33 296 1 152.1 – 2 399.5

1 951.0 1 539.9 1 035.1 35 335 1 222.6 – 5 748.6

– – – – – – –– – – – – – –

2 452.4 2 028.4 1 292.6 68 631 2 374.7 – 8 148.1

Social security SharesFees contribitions Number Value Additional Total

184.6 25.4 1 388 48.1 157.3 415.4122.7 16.9 694 24.0 – 163.684.0 11.5 – – – 95.595.3 13.1 521 18.0 – 126.471.5 9.8 – – – 81.3117.3 16.1 – – – 133.496.7 13.3 521 18.0 – 128.088.7 12.2 521 18.0 – 118.9

– – – – – –860.8 118.3 3 645 126.1 157.3 1 262.5

8. Compensation Directors of the Board and members of the Group Management

8.1. Remuneration paid to the members in office of the governing bodies

The total of all remuneration paid to the members of the Board of Directors and the Group General Management amounts toKCHF 9 410.60 (including shares assigned, leaving benefits, social security contributions and additional fees).

The total of all remuneration paid to the members in office of the Group General Management only, as Implenia Ltd has noexecutive member on its Board of Directors, is as follows:

(in 1000 CHF)CEOOther members in officeof the Group General ManagementMembers of the Group GeneralManagement who left in 2007Related personsTotal

The variable part of the remuneration in cash and in shares is paid in 2008.

The total of all remuneration paid to the non executive members of the Board of Directors is as follows:

(in 1000 CHF)Anton Affentranger, ChairmanMarkus Dennler, DeputyJames Lionel Cohen, MemberClaudio Generali, MemberIan Andrew Goldin, MemberPatrick Hünerwadel, MemberToni Wicki, MemberPhilippe Zoelly, MemberRelated personsTotal

No severance payments were made during 2007.

8.2. Remuneration paid to former members of the governing bodies

Implenia Ltd closed its second accounting period on 31 December 2007. No remuneration was paid to former membersof the governing bodies whose term of office came to an end during the previous accounting period or before.

8.3. Assignment of shares during the year

The number of shares assigned in 2007 to the members of the Group General Management only, as Implenia Ltd has no executivemember on its Board of Directors, as well as to related persons, is 68 631.

The number of shares assigned in 2007 to the non executive members of the Board of Directors, as well as to related persons,is 3 645.

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63Statutory Financial Statements of Implenia Ltd

Notes to the Statutory Financial Statements

As at31.12.2007

46 08027 98827 5583 00013 50825 82828 468172 430

As at31.12.2007

39 3101 724

12 167

11 3405 4971 60751 647

8.4. Share holding

As at 31 December 2007, the number of shares held by the members of the Group General Management only, as Implenia Ltdhas no executive member on its Board of Directors, as well as by related persons, is 172 430,which represents 0.93% of the share capital. This figure includes any shares acquired in a private capacity.

Members of the General ManagementChristian Bubb, CEOHans-Peter Domanig, Head of division Real EstateArturo Henniger, Head of division Construction InfraLuzi Reto Gruber, Head of division Construction tunnels and total contractingPeter Bodmer, Head of division Global SolutionsRoger Merlo, CFOJean-Pierre Vogt, Head of Human ResourcesTotal

As at 31 December 2007, the number of share held by the non executive members of the Board of Directors,as well as by related persons, is 51 647, which represents 0.28% of the share capital. This figure includesany shares acquired in a private capacity.

Members of the Board of DirectorsAnton Affentranger, ChairmanMarkus Dennler, DeputyJames Lionel Cohen, MemberClaudio Generali, MemberIan Andrew Goldin, MemberPatrick Hünerwadel, MemberToni Wicki, MemberPhilippe Zoelly, MemberTotal

8.5. Options

Implenia Ltd has no stock-option remuneration scheme.

8.6. Fees and additional remuneration

The amount of fees and additional remuneration invoiced since January 2007 by each member of the Board of Directorsor the Group General Management or by a related person amounts to CHF 157 336, being consulting services provided byMr. Anton Affentranger in relation to a special mandate.

8.7. Loans to officers and governing bodies

No loans have been granted to any members of the Board of Directors, the CEO or any members of the Group GeneralManagement, or to related persons.

8.8. Highest total remuneration

For the member of the Board of Directors who has the highest overall remuneration, please refer to the first table presented.

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6464

Proposal of the Boardof Directors

2007 200645 237 593 (10 745)

– 42 774 7358 900 593 2 473 603

54 138 186 45 237 593

54 138 186 45 237 593

2007 200644.90/25.60 30.50/20.63

34.60 25.45

Proposal of the Board of Directors regarding the appropriation of available earnings

(in CHF)

Balance carried forwardBalance carried forward contributed by Zschokke Holding and Batigroup HoldingProfit for the yearProfit and loss account:

To be carried forward

The Board of Directors proposes a partial refund of CHF 0.50 of the nominal value. The share capital will be reducedby KCHF 9 236 to KCHF 73 888. The company’s Articles of Association will be changed accordingly. The partial refund will bemade on 3 July 2008 to shareholders entered in the register on 27 June 2008. This refund is subject neither to the deductionof withholding tax nor to income tax for natural persons liable for tax in Switzerland.

(in CHF)Variation of the share price (in CHF)(as quoted on the Swiss stock exchange)

Share high/low:Price as at 31st December:

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65Statutory Financial Statements of Implenia Ltd

Proposal of the Boards of Directors l Report of the Statutory Auditors

Report of the StatutoryAuditors

Report of the Statutory Auditorsto the General Meetingof Implenia AG, Dietlikon

As statutory auditors, we have audited the accountingrecords and the financial statements (balance sheet,income statement and notes – pages 58 to 64) ofImplenia AG for the year ended December 31, 2007.These financial statements are the responsibility of

the board of directors. Our responsibility is to expressan opinion on these financial statements based on ouraudit. We confirm that we meet the legal requirementsconcerning professional qualification and independence.Our audit was conducted in accordance with Swiss

Auditing Standards, which require that an audit beplanned and performed to obtain reasonable assuranceabout whether the financial statements are free frommaterial misstatement. We have examined on a testbasis evidence supporting the amounts and disclosuresin the financial statements. We have also assessed theaccounting principles used, significant estimates madeand the overall financial statement presentation.We believe that our audit provides a reasonable basisfor our opinion.

In our opinion, the accounting records and financialstatements and the proposed appropriation of availableearnings comply with Swiss law and the company'sarticles of incorporation.We recommend that the financial statements

submitted to you be approved.

PricewaterhouseCoopers AG

Willy Wenger Jürg HoferAuditor in charge

Zürich, March 7, 2008

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Implenia Ltd.Industriestrasse 24CH-8305 DietlikonPhone +41 44 805 45 55Fax +41 44 805 45 56www.implenia.com