2012

• SADE 2012 • 3

Contents

Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4

A word from the CEO . . . . . . . . . . . . . . . . . . . 5

Business lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Water . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 - 9Civil Engineering . . . . . . . . . . . . . . . . . . . 10 - 12Telecoms . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 - 15Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 - 18Service Management . . . . . . . . . . . . . . . 19 - 21

Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 - 24Citizenship . . . . . . . . . . . . . . . . . . . . . . . . 25 - 26

Management report . . . . . . . . . . . . . . 27 - 33

Notes to the consolidated financial statements . . . . . . . . . . . . . . . . . . . 31

Statutory auditor’s report on theconsolidated financial statements . . . . 32

Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . 34 -35

• SADE 2012 •4

Governance

AuditorKPMG S.A.François CAUBRIERE, Substitute

Board of Directors

Management Board

Dominique BOUILLOTChairman

Jean-Claude DOUVRYHonorary Chairman

Jérôme COUTANT

Jean-Bernard DUFAY

Olivier GRUNBERG

Jean-Michel HERREWYN

Gustave KUCH

Roger MARTIN

Marc RENEAUME

Martine VULLIERME

Alain ROUSSE

Véronique ROUZAUD

Daniel VERSANNE

Pascal GAUTIER Methods Director

Dominique BOUILLOTChairman and CEO

Alain HAUGUELDesign Office Director

Pascal HERMIERFrench Operations Director

Yves FORZINIFrench Subsidiaries Director

Mohsen HASSINETechnique Director

Bruno KLIEBERCompany Secretary

Frédérique GAUDIBERT-MAILLARD Marketing and CommunicationsDirector

Loïc HEAULME-LAVERNEHuman Resources Director

Jean-Loup MAISTREMajor Projects Director

Pascal ROCA-LABARREInternational Operations Director

Philippe VOISINTelecom Operations Director

• SADE 2012 • 5

WHAT CAN WE SAY ABOUT SADE IN

2012?

Quite simply that SADE has clearly demonstrated its abi-

lity to adapt to today’s new business model. Our company

can now boast strong positions, sustainable growth, effi-

cient organisation and a commitment to progress.

IF YOU HAD TO DEFINE 2012 IN A FEW

WORDS, WHAT WOULD YOU SAY?

I would emphasise that SADE’s current situation is the

perfect reflection of the course I have set in recent years.

Internationally, our ambitious efforts have been crowned

with success, while the vitality of our traditional activities

confirms our standing as a benchmark in our business.

Our determined policy to grow and move into new mar-

kets is widely accepted and is bearing its fruits.

IF YOU HAD TO CHOOSE JUST ONE MAJOR

CHANGE THAT OCCURRED IN 2012,

WHAT WOULD IT BE?

I would go for our increased synergies. I feel that we have

all acquired an awareness, both in France and internatio-

nally, not only of our extraordinary range of skills, but also

that we need to promote this exceptionally complementa-

ry scope. We have always been a lead contractor, in fact,

without knowing it: today, we understand that we can

offer this dimension to our clients with conviction and

daring. It contributes to setting us apart and we could cer-

tainly go even further in that direction…

WHAT IS SADE GROUP STRATEGY FOR

COMING YEARS?

It can be summarised in five points: achieve sustainable

and profitable international growth; maintain our traditio-

nal positions in France and Europe by reducing costs to

boost our competitive edge; continue to develop new acti-

vities, especially for industrial clients, in order to boost

growth; foster synergies; and position SADE as a leader in

smart networks.

WHAT DO YOU WISH SADE?

The strength to resist, the professionalism to convince,

the courage to progress and the values to last. And I‘m

sure we have plenty of all those things!

A word from the CEO

INTERVIEW

Dominique BOUILLOT

Chairman and CEO

SADE has been installing drinking water and sewerage networks and connections since it was founded in 1918.

Whether for complex new builds, renovation contracts or pipe rehabilitation, remedial or preventive maintenance

operations, connections or small network maintenance tasks, these are all part of its core business. The company’s

teams attach exactly the same importance to innovative, highly-technical projects that they devote to small opera-

tions lasting just a few hours.

In a difficult financial context in France, SADE has succeeded in maintaining its level of activity in 2012 as well as pre-

serving the quality of its work, its commitment to safety and the recognition of its abilities by a large number of clients.

Internationally, the company is pushing ahead with its growth, stepping up its activity in those countries where it was

already present and moving into new countries, such as Peru or Ecuador.

More than ever before, SADE is the number one pipe-laying company in Europe and it has every intention of remai-

ning the benchmark for all the “network” stages in the water cycle. This is already the case on local authority projects

and is becoming increasingly so among industrial clients.

Water

• SADE 2012 •6

BUSINESS l INES

• SADE 2012 • 7

PENSTOCKSThe welded-steel penstocks that supply hydro-electric

power stations are very clearly a part of SADE’s busi-

ness. In this area in France, EDF is without a doubt the

biggest client, alongside a number of individual and

industrial clients that own and operate hydro-electric

production plants.

These are often players and complex projects for which

SADE is able to provide solutions for pipe design, instal-

lation, maintenance or replacement, either above

ground or buried, usually in very mountainous, sensitive

environments.

To handle this work, SADE can mobilise teams trained

specially in these operations and applying strict safety

rules, and brings in rope operators for dismantling or

assembly operations in sites to which access is difficult.

Its engineering department provides skills in drawing

plans and doing calculations, especially on pipe sup-

ports. Thanks to an extensive range of equipment, SADE

can step in quickly to provide the right technical

resources for each operation.

Finally, its full range of welding accreditations means

the company can handle all connection work along the

length or at the end of the pipe.

In 2012, SADE worked on three large penstocks in

Chapareillan for EDF, in the Valley of Saint-Sauveur-sur-

Tinée for EDF and the CIH and in Mazamet for Escaffre

Group.

Water

FOCUS

For REDAL, SADE Morocco renovated a sewer

collector in the Medina of Rabat using the UV

lining technique: the first time this technique has

been used in Morocco.

ACHIEVEMENTS

COMPTAGE +Water metering represents a threefold issue today, in

terms of regulatory compliance (Decree of 6 March 2007,

Grenelle II environmental laws), income from billing and

ensuring a relationship of trust with the client.

The Water Meter Division is accredited by the COFRAC for

liquid metering and by the DIRECCTE for periodical water

meter inspections and benefits from cutting-edge, reliable

know-how in managing and optimising meter fleets.

The Comptage + metering optimisation offer can:

� measure the efficiency of a local authority’s fleet of

meters, carried out by an independent, accredited

body;

� provide a rapid improvement in meter fleet efficiency

and a significant increase in income from water supply,

by defining a targeted programme to replace the least

efficient meters and conducting quality inspections of

the new meters on delivery;

� define a multi-annual meter fleet maintenance pro-

gramme to guarantee regulatory compliance and

metering optimisation;

� draw up a detailed report contributing to the water net-

work review and characterisation required under the

Grenelle Law from December 2013

These tried and tested skills at the service of optimal

metering are much sought after among Water and

Operating Departments.

• SADE 2012 •8

Water

FOCUS

For the West African Mining Company and its mine

in Mana, SADE Burkina Faso is building a 55km

water supply pipe with connections to the water

intake, the pumping station and the Mouhoun River.

ACHIEVEMENTS

• SADE 2012 • 9

Water

1 In China, SADE is conducting diagnostics of drinking water

networks exceeding 4,000km in length in Shanghai Pudong,

analysing some 800 points a year with Aquadiag.

2 As part of the development of the wastewater network and

treatment system in Békéscsaba, SADE Hungary is building and

rehabilitating 120km of networks and 65 lifting stations.

3 The Poitiers Regional Division is handling development of dry

and wet networks for Michelin’s world research centre.

4 In Guayaquil, SADE Ecuador is installing 110km of drinking

water pipes and 12,000 connections, cleaning 6km of

stormwater network channels and dealing with leaks.

5 At the Crépieux water plant operated by Veolia Water, SADE Lyon

is replacing an anti-hammer tank by a 1,800mm diameter pipe

and modifying the civil engineering of the pumping station.

ACHIEVEMENTS1

4

2

5

3

A fully-integrated Engineering Department

providing turnkey solutions and construction

alternatives

Alongside its water network businesses, SADE has been diversifying for many years now into civil engineering.

2012 was no exception and the company has continued to build its activities in constructing and renovating tanks

and basins, building pumping stations and all kinds of related infrastructures.

SADE is setting up specialised teams, entities or subsidiaries in civil engineering. In addition to diversifying its activi-

ties, this strategy is enabling the company to bid for contracts requiring know-how in both networks and civil engi-

neering. It opens the door to meeting the needs of large industries that must cope with changes to environmental

standards.

Internationally, SADE and its subsidiaries have built large civil engineering structures in Northern and Eastern

Europe and also in Africa. For some SADE entities, civil engineering activities represent more than 50% of their

overall business.

Civil Engineering

• SADE 2012 •10

BUSINESS l INES

CONTAINMENTWALLS

Handing down a healthy environment to future genera-

tions is a major preoccupation today. Industrial activities

are the first to be concerned by this issue. Among the

main consequences of an industrial accident is spillage

into water or the ground of pollutants that can spread

very quickly and contaminate natural resources irrever-

sibly.

SADE proposes turnkey solutions to its clients to pre-

vent these risks and limit their impacts. Recognised for

its skills in environmental standards compliance, it is

developing containment know-how with watertight

screen structures placed around the edges of the site to

be contained.

This polluted zone containment offering can apply to the

redevelopment of sites or wasteland, to the creation of

landfill sites or to propping up earth during excavation

of underground structures and digging trenches for

hydraulic structures, technical galleries or wells…

After the necessary surveys to detect any networks, an

earth wall is formed using specific earthworks machine-

ry adapted to the geometry and geotechnical aspects of

the project.

During this excavation phase carried out in successive

phases, a bentonite cement grout is applied, possibly

strengthened by metal armouring panels or HDPE mem-

branes. Permeability tests are then conducted to

confirm the performances of the wall.

In 2012, SADE worked on the ultimate radioactive waste

storage centre in Lapouyade for Veolia Propreté, buil-

ding a watertight bentonite-cement underground

containment wall that is 1.7km long and 22m deep on

average.

• SADE 2012 • 11

Civil Engineering

FOCUS

To the north of Lima, in the district of Comas,

SADE Peru is rehabilitating 25 tanks

for SEDAPAL.

ACHIEVEMENTS

3

4

5

• SADE 2012 •12

Civil Engineering

1 At the Shabran and Siyezen sites in Azerbaijan, SADE is providing

civil engineering operations for 2 pumping stations, 5 tanks and

2 water-treatment plants.

2 As part of the CIPREL IV contract, Franzetti Ivory Coast is doing

civil engineering and road-building work for a gas turbine.

3 In Sées, SADE Rouen is bringing the railway station into

compliance with disabled access requirements.

4 As part of the restructuring of the SIAAP Seine Downstream plant

in Achères, the Special Works Division is creating the feed sewer

for the future membrane system by microtunnelling.

5 In Diourbel, SADE Senegal is working for the National Wastewater

Management Office to build electromechanical equipment for

two plants and is laying 1,550m of 315 PVC return piping, 18km

of gravity pipes, 460 connections and 200 manholes.

ACHIEVEMENTS1

2

Efficient, flexible organisation to adapt

to the market and guarantee

optimal response times.

• SADE 2012 • 13

Telecoms

The Telecoms market in 2012 was marked by a shift in the mobile phone offering, with the arrival of a fourth ope-

rator bringing changes to the business models and organisations of all the competitors. At the same time, large

calls for tender were issued by all our main clients to try to bring down prices and the number of service providers in

order to control costs and limit overall investments.

Further to these calls for tender, SADE was largely successful in retaining its position, maintaining most of its contracts

and establishing itself as a key player on two of the priority market developments for operators: fibre optics (FTTH)

and 4G mobile services. SADE has taken part in a number of pilot projects and ranks among the leading providers

selected in the projects being conducted all over the country.

For fibre optics, SADE did a lot of business in the Paris region in particular, where it has connected almost 14,000 sub-

scribers and 3,500 buildings, an outstanding performance by national standards.

BUSINESS l INES

• SADE 2012 •14

Telecoms

TURNKEYCONSTRUCTION

For the deployment of its FTTH networks, France Télécom

launched a test operation in the course of 2012 for the

“turnkey” construction of vertical networks.

The turnkey approach transfers the whole chain of res-

ponsibility for construction of the networks inside the

building to a single service provider, from negotiation of

agreements with the building administrator to installation

of the equipment, not forgetting the feasibility studies.

This type of all-inclusive, innovative service aims to achie-

ve smoother operations while reducing construction

times and the related costs.

Work on the pilot city of Maurepas was entrusted to SADE.

The results have proved most encouraging, with a call for

tender being issued for some thirty cities in the Paris

region at the end of 2012, consulting some 6 service pro-

viders.

Thanks to the conclusive test in Maurepas and the quality

of our bid, SADE was awarded the turnkey construction

for several towns, thus becoming the number-one service

provider for this type of operation in the region.

FOCUS

In the Paris region, the Telecom Department is

managing installation of some thirty pylons for

Bouygues Télécom: finding sites, getting building

permits, designing, building and lifting the pylons.

ACHIEVEMENTS

15

Telecoms

• SADE 2012 •

ACHIEVEMENTS

1 In Gençay, the Telecom Department is moving Bouygues

Télécom equipment into a provisional position on

scaffolding and then reinstalling it in its final position.

2 The Telecom Department is designing and building the

FTTH network for the municipality of Chooz with the

possibility of direct access to the ASTRA satellite for users,

in addition to the usual services (TV, internet and

telephone).

3 SADE Metz is working for Haute-Marne General Council

to dig 120km of trenches for the installation of fibre

optics.

4 In the municipalities of Bussière-Saint-Georges and Saint-

Marien in the canton of Boussac, a farm of 9 wind turbines

is managed by a supervision system that uses fibre optic

transmission. In just two weeks, the Telecom Department

installed 5,825 metres of air-blown 12FO optic fibres and

handled connections with the facilities.

3

4

1

2

The historical expert in networks

proposing tailored solutions

for all situations.

SADE is extending its activities into the energy sector. In 2012, it rolled out its heating and cooling networks offe-

ring extensively in France and abroad, pushed ahead with its activities in wind energy and developed its business

in gas transport and distribution networks.

Building on its core business in networks, on its special certifications and on the proven experience of several of its

entities (Special Works Division, Rouen Regional Division, Telecom Department), SADE continued its growth on the

nuclear sites market in 2012. For example, it is now working nationally on equipping nuclear and thermal power sta-

tions with low current and telecommunications, as it had already done for hydraulic power stations in 2011.

For many years, SADE has been working in electric installation work for a wide variety of networks, high and low cur-

rent, new installations or renovation. In 2012, SADE continued to develop its activities in electricity. Electrical equip-

ment activities in housing have also progressed significantly.

Energy

• SADE 2012 •16

BUSINESS l INES

• SADE 2012 • 17

HEATING AND COOLINGNETWORKS

France currently has some 3,300km of heating and

cooling piping, representing the equivalent of 2.15 mil-

lion homes connected and a large number of

service-sector buildings heated or cooled. The objective

set for 2020 by the Grenelle II law on the environment is

to reach the equivalent of 6 million homes connected.

In heating and cooling, service quality, energy efficiency

and the environment are the essential concerns of

SADE.

For hot water, super-heated water and air conditioning

networks, SADE proposes a comprehensive service offe-

ring: construction of geothermal wells, piping

installation and maintenance, rinsing and washing,

construction and fitting out of substations and heating

plants, civil-engineering know-how and end-to-end

handling of administrative authorisation formalities.

To do this, SADE has permanent, qualified teams with

regularly updated skills (pre-insulated piping installation

and maintenance, or bare steel pipes for insulation at a

later date), masters all the specific or alternative envi-

ronmentally-friendly techniques (trenchless techniques,

core boring…), has the capacity to calculate network

dimensions and study dilation (expansion joints, adjus-

ting plates), masters the construction and equipment of

sub-stations, can conduct all welding inspections (ultra-

sound, radiography) in compliance with the legislation

and is able to work in all environments (buried, sewers,

gutters…).

In 2012, SADE took part, often with DALKIA, in the ins-

tallation of urban heating networks for the towns of

Alès, Argenteuil, Calais, Dijon, Hazebrouck, Les Ullis,

L’Haÿ-les-Roses, Nantes, Ris-Orangis and Tarbes… It also

worked on a regular basis for CLIMESPACE within the

framework of the reinforcement of its network in the

Paris region and on maintenance of its chilled water pro-

duction units.

Energy

FOCUS

SADE has become the national partner of

SODETREL, an EDF subsidiary, for installation and

maintenance of electric vehicle charging terminals.

ACHIEVEMENTS

• SADE 2012 •18

Energy

ACHIEVEMENTS

1 Near Constanta in south-east Romania, ACVATOT is installing

the electrical and fibre-optics infrastructures for a farm of 50

wind turbines over some 46 hectares.

2 For JUWI, the Telecom Department is handling electrical

connection of the modules at the Caudos photovoltaic power plant.

3 In several regions, SADE is working for ERDF to connect

homes to the low-voltage network (underground and aerial

connections).

4 In the east of Hungary, SADE Magyarorszag is working for FGSZ

to move a gas transport pipe between two villages, including a

river crossing using the directional drilling technique.

5 In Metz, The Telecom Department has been awarded the

electricity work package for 18 empty office spaces at the Halle

de l’Amphithéatre.

2

3

1

4

5

The capacities of a lead-contractor for

a high-performance, secure, comprehensive offering.

• SADE 2012 • 19

Service Management

SADE has made service management its fifth core business for public, industrial and private clients. It is building

on the recognised experience it has acquired in its four longstanding activities and applying it to this booming sec-

tor. It does business in the management of water meter fleets, smart networks (with remote meter reading in parti-

cular), internal network services, pneumatic waste collection and maintenance. It designs equipment for urban and

environmental uses (mini-suction excavators, for example) to meet new expectations.

In 2012, SADE rolled out its SADE Services offering extensively, covering a wide range of provisions for internal and

external facilities on buildings (installation, maintenance and compliance of drinking water, wastewater and stormwa-

ter networks, plumbing, ground repair, water quality inspections and network management…) and providing a one-stop

shop capable of handling all the issues of networks and housing. SADE Services has become an identifiable sign of

quality, reliability and responsiveness.

In 2012, SADE also promoted its new Comptage + offering which allows not only compliance with regulatory require-

ments, but also improved water meter performance.

BUSINESS l INES

• SADE 2012 •20

Service Management

SMARTNETWORKS

SADE is very much at the heart of smart city, smart grid

and, more generally, smart network deployment issues.

For many years, SADE has been developing widely-reco-

gnised skills in signal control and transmission failure

analysis and remedial action, whether by wire or micro-

wave.

SADE works on assignments to find sites, conduct ana-

lyses, install and maintain network instrumentation at

every stage. It offers comprehensive turnkey solutions or

partial service provisions for industrial or local authority

clients.

In the area of communicating water networks, SADE iden-

tifies transmission sites, negotiates site rental contracts,

handles installation, qualifies signals and handles com-

missioning for the remote transmission networks of

m2ocity, a Veolia/Orange subsidiary at the cutting edge of

these new technologies.

SADE’s ability to manage a large number of small, techni-

cal operations, whether for new builds or maintenance, is

an important asset, rarely mastered to this standard by

international companies, and capable of responding to the

issues of industrialisation and deployment processes.

These skills represent significant added value in imple-

menting smart networks. Until now, they have been

applied more specifically to the working of telecommuni-

cations networks for the general public, but M2M (man to

machine) applications in particular are booming.

FOCUS

On behalf of the SMAEL, SADE Ivry handled the full

renovation of the Mametz warning station that

analyses the raw water of the Lys: installation,

commissioning and maintenance of the

continuous analysers, automation and remote

transmission of analysis results.

ACHIEVEMENTS

4

21

Service Management

• SADE 2012 •

ACHIEVEMENTS

Dynamic, committed, efficient

men and women

1 In Quincy-Voisins, the Joint Studies and Programming

Syndicate of the Grand-Morin Valley has entrusted SADE

Paris with construction of prefabricated buildings and

facilities for a rest area for travellers.

2 In Paris, as part of the development of the Batignolles

eco-district, SADE Paris is installing a pneumatic waste

collection system with 1,900 collection points over a

distance of 3,200m.

3 In the city of Medias in Romania, SADE is working on

rehabilitating a 1,100m3/h drinking water treatment plant

and is installing process instrumentation and automation

by a SCADA system.

4 For m2ocity, the Water Meter and Telecom Departments

are deploying a remote reading system for the whole

Ile-de-France Water Board area: 550,000 meters,

2 radio technologies and over 400 concentrators

in 142 municipalities.

3

2

1

Profile

• SADE 2012 •22

hIghlIghtS

• SADE 2012 • 23

Profile

Almost € 2 million invested in experimental development

Over 44,000 hours dedicated to innovation

About 4,200km of networks laid and connections installed

More than 8,500 worksites in activity

Over 30% of business on international markets

• SADE 2012 •24

Profile

A portfolio of innovative techniques

for network diagnostic and rehabilitation

Over 80 professions

Activities in thirty countries

9,358 employees on 31 December 2012

€ 1,366 million in sales

• SADE 2012 • 25

CitizenshiphIghlIghtS

• SADE 2012 •26

Citizenship

Des services adaptés et performants

pour les exploitants et les régies

292 active tutors

An accident frequency rate of 12.07

Over 10% of the workforce initially joinedthe company through apprenticeships

An accident severity rate

of 0.96

More than 98,000 hours of training dispensed over the year

Over 40,000 tonnes CO2equivalent avoided

SADE Group consists of 63 companies, of which 20 are located outside France.

As shown in the table below, the consolidated turnover of SADE and its subsidiaries amounted 1,365.6 million euros

in 2012, compared to 1,330.1 in 2011.

In France business was more or less on the same level than in 2011. Internationally, the SADE Group shows a growth of 17%.

SADE’s manpower and its subsidiaries, excluding locally employed manpower amounted to 9,358.

The operating result and the net income came to 28.7 million and 17.5 million euros respectively, compared with

30.1 million euros and 24.1 million euros respectively last year.

• SADE 2012 • 27

Management report

• SADE 2012 •28

Management report

(M€) 2008 2009 2010 2011 2012

Sales 1,345.4 1,330.1 1,330.3 1,330.1 1,365.6

Operating income 64.9 45.7 39.0 30.1 28.7

Financial incomes / expenses 16.2 2.9 4.5 2.1 -6.2

Income (loss) from ordinary activity before taxation 81.1 48.6 43.5 32.3 22.6

Profits tax -21.8 -17.3 -19.0 -7.6 -5.0

Consolidated net income 59.3 31.3 24.5 24.7 17.6

Minority interests -0.7 -0.6 -0.4 -0.5 -0.1

Group share in consolidated profit 58.5 30.7 24.1 24.1 17.5

PROFIT & LOSS STATEMENT

TURNOvER

2011 2012 2012/2011

France International France International

SADE 712.1 704.0 0.99

53.3 69.3 1.30

Total SADE 765.4 773.3 1.01

French subsidiaries 309.8 301.3 0.97

Non-French subsidiaries 254.8 291.0 1.14

Total France 1,021.9 1,005.3 0.98

Total International 308.2 360.3 1.17

Grand total 1,330.1 1,365.6 1.03

62 companies 63 companies

(M€)

• SADE 2012 • 29

Management report

Assets (M€) 2008 2009 2010 2011 2012

Intangible fixed assets 0.7 0.6 0.4 0.4 0.4

Property plant and equipment 79.1 79.0 87.0 87.1 80.7

Long-term investments 25.6 26.5 31.9 33.6 26.2

FIXED ASSETS 105.4 106.1 119.3 121.0 107.3

Stocks and works in progress 54.8 41.9 33.8 24.4 68.4

Trade receivables 501.6 500.8 553.2 576.2 524.5

Marketable securities 0.0 0.0 0.0 0.0 0.0

Cash at Bank and in hand 313.8 262.8 237.2 210.4 172.1

CURRENT ASSETS 870.2 805.5 824.2 811.0 765.0

TOTAL ASSETS 975.6 911.6 943.5 932.1 872.3

BALANCE SHEET

Liabilities (M€) 2008 2009 2010 2011 2012

Share capital & Issue premiums 15.7 15.7 15.7 15.7 15.7

Reinvested profits 195.7 170.0 151.4 145.3 138.1

The Group's net position 211.4 185.7 167.1 161.0 153.8

Non-group interests & Subsidies 2.8 2.7 2.5 2.6 0.8

Share-holders' equity 214.3 188.4 169.7 163.6 154.7

Provisions for liabilities and charges 84.5 96.3 101.6 83.3 85.7

Long- and medium-term liabilities 5.5 6.8 6.2 9.2 7.1

PERMANENT CAPITAL 304.2 291.5 277.5 256.1 247.5

Trade payables 634.8 594.4 632.2 621.2 584.3

Short-term debt 36.6 25.7 33.9 54.8 40.4

SHORT-TERM LIABILITIES 671.4 620.1 666.1 676.0 624.7

TOTAL LIABILITIES AND EQUITY 975.6 911.6 943.5 932.1 872.3

• SADE 2012 •30

Management report

(M€) 2008 2009 2010 2011 2012

Net Profit or Loss 59.3 31.3 24.5 24.7 17.6

Cash flow from Operating activites 85.7 72.4 64.4 47.7 34.9

Net cash flow from operations 62.8 32.4 41.1 9.7 1.8

Net investment cash flows -27.2 -15.3 -26.3 -19.3 3.9

Operating free cash flow 35.6 17.1 14.8 -9.7 5.7

Net cash flow on financing -35.0 -58.1 -44.5 -40.1 -30.8

Net cash impact-Change in scope 2.6 -2.4 -1.6 0.0 1.1

Internal transfers & capital operations 2.3 0.0 -0.3 0.0 0.4

Change in net cash position 5.4 -43.4 -31.5 -49.8 -23.6

Net cash opening 286.0 291.4 248.1 216.5 166.7

Net cash closing 291.4 248.1 216.5 166.7 143.1

CASH FLOW STATEMENT

NET POSITION STATEMENT

(M€) 2008 2009 2010 2011 2012

Group's net position 192.9 211.4 185.7 167.1 161.0

Net income 58.5 30.7 24.1 24.1 17.5

Dividends -38.1 -51.4 -40.4 -32.1 -23.0

Other variations -1.8 -5.1 -2.2 1.8 -1.6

Group's net position 211.4 185.7 167.1 161.0 153.8

A commitment to safety at work

and to delivering results

• SADE 2012 • 31

Notes to the consolidated financialstatements and accounting principles

SADE's consolidated financial statements were prepared

according to the IFRS Standards of the European Community.

1. CONSOLIDATION PRINCIPLESThe consolidated financial statements cover the financial

statements of the companies with steady and durable

business and turnover in excess of € 1.5 millions as well as

the subsidiaries with lower turnover but with a significant

impact on the Group's financial statements.

Companies which are majority owned by SADE are fully

consolidated.

Companies which are controlled jointly by SADE and other

shareholders are booked according to the French propor-

tional consolidation method.

The accounts of SADE are consolidated via the global integra-

tion method by VEOLIA ENVIRONNEMENT, whose registered

office is located at 38, avenue Kleber, Paris 16e (France).

2. TRANSLATION OF FINANCIALSTATEMENTS OF FOREIGNCOMPANIES AND ESTABLISHEMENTS The financial statements of foreign entities are reported

in their financing currency.

Denominated in foreign currency the balance sheet and

income statements of such entities are converted at the

exchange rate in force at the end of the financial year.

The resulting unrealised exchange losses alone are boo-

ked under charges of the year.

3. GOODWILLThe principle is to appropriate goodwill, reflecting the diffe-

rence between the acquisition cost of share owned in

consolidated companies and the corresponding share in

equity at the acquisition date, to the various assets and lia-

bilities on the balance sheet of the acquired company.

The non-appropriated balance of goodwill is reported under

assets and amortised over a 20-year period for construction

companies, and over a 40-year period for companies that

perform a service activity (e.g., water distribution), except for

special cases that justify accelerated amortisation.

Goodwill of maximum € 150,000 is fully amortised during

the year.

4. TANGIBLE FIXED ASSETS Land, buildings and equipment are valued at cost, adjus-

ted as necessary to reflect the legal revaluation.

Tangible assets are depreciated over the periods applied

to SADE’s corporate financial statements.

Depreciation periods may be shorter when necessitated

by equipment utilisation condition, notable at entities in

foreign countries.

5. REPORTED PROFITIncome and profits are generally booked according to

work progress method.

6. CORPORATION TAX Annual taxation corresponds to the tax owed by consoli-

dated entities, adjusted to reflect deferred taxation

generated by temporary differences which notably

appear, between pre-tax profit and book profit, determi-

ned according to the liability method.

No deferred taxation is booked for tax loss carry-foward.

The same applies for deferred taxation on items whose

due dates are not known at the end of the financial year.

2008 2009 2010 2011 2012

In France 40 42 43 48 43

Fully consolidated 40 42 43 48 43

Proportionately consolidated 0 0 0 0 0

Abroad 16 14 14 14 20

Fully consolidated 13 11 11 11 17

Proportionately consolidated 3 3 3 3 3

CONSOLIDATION AREA

• SADE 2012 •32

Statutory auditor’s report on theconsolidated financial statements

1

• SADE 2012 • 33

Statutory auditor’s report on theconsolidated financial statements

2

Despite a tense and somewhat unfavourable economic context, SADE Group is continuing to adapt to this new mar-

ket environment. The company’s overall activity should progress, both in France and internationally, where the

possible signature of some big contracts should mobilise our teams.

Thanks to the groundwork conducted since the beginning of the crisis on restoring margins and productivity, diversi-

fying into faster-growth markets and reducing operating costs, SADE Group should improve its operating profit.

Our men and women are motivated to cope with today’s changes. Their daily work, commitment, know-how, creativi-

ty and determination to succeed will continue to drive and boost the Company and its subsidiaries.

Prospects

• SADE 2012 •34

2013

• SADE 2012 • 35

A strong corporate culture

and shared values

28, rue de La Baume - 75008 ParisTél. : 01 53 75 99 11 - Fax : 01 53 75 99 02www.sade-cgth.frRCS Paris : 562 077 503SA au capital de 13 382 250 €