1 Strukton Annual Report, 2010

1 Strukton Annual Report, 2010 Annual Report 2010

Annual Report 2010 This Annual Report is issued in digital form only. The PDF can be downloaded from http://www.strukton.com/annualreport and is also available in Dutch. Strukton also publishes an Annual Review in printed form, giving the key developments in 2010. If you are not on our mailing list, you can view or order the Annual Review via Internet. Strukton Groep nv Westkanaaldijk 2, Utrecht, The Netherlands PO Box 1025, 3600 BA Maarssen Netherlands Telephone +31 (0)30 248 69 11 E-mail info@strukton.com Website www.strukton.com Entered in the Trade Register of the Chamber of Commerce in Utrecht under number 30004006. 2 Strukton Annual Report, 2010

Contents Report by the Group Management Board 4 Profile 8 Composition of the Group Management Board and Group Management Committee 10 Key figures 11 Strukton s specialist areas 12 Financial results 14 Corporate social responsibility 19 Strukton Rail 24 Strukton Civiel 29 Strukton Bouw 33 Strukton Worksphere 36 Strukton Integrale Projecten 40 Corporate Governance 44 Risk management 47 Financial Statements 52 Auditor s report 117 Names and addresses 119 Glossary 125 Acknowledgements 127 3 Strukton Annual Report, 2010

Report by the Group Management Board For Strukton, 2010 was dominated by the takeover. The company s future course has been secured now that Oranjewoud nv has become the new shareholder. Though market conditions remained challenging, Strukton was able to show a major recovery in its operational result. Over the course of the year, measures were taken in time to adjust the level of costs to the current market conditions. This unfortunately led to job cuts. The improvement in profitability is partly because all the operating companies made a positive contribution. However, the profit for the period was a loss of 15.5 million euros due to impairments of intangible assets totalling 36 million euros. The company s cash flow was once again healthy. The order book is at an all time high of 2.1 billion euros. Result After a number of difficult years, Strukton achieved a major recovery in its operational result for 2010, which went up from 37.0 million euros to 57.6 million euros. The profit for the period is admittedly strongly affected by a number of impairments of intangible assets, but this does not affect the liquidity position. Strukton s cash situation developed healthily throughout the year and again saw a strong fourth quarter. To summarise: the company s results are on the road to recovery. Acquisition by Oranjewoud On 23 July 2010, after several years of uncertainty for Strukton, the Dutch Railways (NS) and Oranjewoud signed the agreement for the sale of Strukton. The transaction took place on 29 October 2010 with the transfer of shares being made after the various competition authorities had given their blessing. The acquisition means that it is now clear, as was desired, what course Strukton s future will take; Strukton s operations will continue as before within the boundaries of one single company. Strukton s entire Supervisory Board resigned on 29 October in accordance with the agreement. We owe considerable thanks to the members of the Supervisory Board for all their work in providing supervision and advice over recent years. We are also grateful to the interim manager Durk ten Wolde for the constructive way in which he guided the sales process to a successful conclusion. We would also like to take this opportunity to thank NS for having been the shareholder for nearly 89 years. Although Strukton has been operating independently and at arm s length from NS for years, it is quite clear that Strukton would never have achieved its current status and size without the support and trust of NS. We are fully confident that a new and significant impulse will be given to Strukton s further profitable growth with Oranjewoud nv as shareholder. 4 Strukton Annual Report, 2010

Report by the Group Management Board Solid foundation for restoring profitability A number of key steps were taken in 2010 to restore profitability. In addition, the foundations were laid to allow the course towards restoring profitability to be continued in the future: The order book has risen to an all time high of 2.1 billion euros as a result of winning two contracts for performance-based railway maintenance, the PPP contract for the A15 motorway in the Netherlands and a healthy order intake generally. This creates a solid basis for 2011 and beyond. The organisation at Strukton Rail and Strukton Bouw was adapted to fit the anticipated workload and cost levels were reduced. Strukton Bouw managed to put its project management in order in 2010. The organisational structure at Strukton Worksphere has been simplified further so that it can respond to the challenges in the market more effectively. The operating companies are working together even more closely. New forms of collaboration are constantly being implemented in response to market demands. This integrated approach illustrates Strukton s strategy and offers major synergy benefits, both from a financial point of view and in terms of content. Strategy We continued in 2010 (successfully) on the strategic course we had already chosen. The focus is on mobility, transport hubs and uninterrupted operation. This focus is a response to an urgent demand from the market: a social trend can be observed towards increasing mobility of people and goods. The Netherlands has the additional feature of a lot of heavily built-up areas, which adds to the technological challenge. Technology and services such as remote inspection systems and energy optimisation systems allow more to be got out of existing mobility systems, increasing the comfort of passengers while reducing costs. Our work often has to be carried out in densely built-up areas, which means we often face technological and logistical challenges. We are carrying out construction work at the Amsterdam CS metro station (part of the new Noord/Zuidlijn underground) and the public transport hubs at Utrecht CS and Den Haag CS stations, while the trains continue to run and without interruption to the passenger flows. Smooth traffic flows during construction work is also a requirement during roadworks on trunk roads and motorways, as at the A2 motorway in Maastricht. The trick when carrying out work on existing buildings is to organise it so that inconvenience to residents is minimised. The Netherlands has the busiest rail network in Europe and Strukton is now a popular partner for major players in other countries. Our strength lies in realising complex projects in complex environments. Strukton has the necessary advanced technological expertise and specialists to deal with these challenges. Our expertise covers a large number of fields. Some of these are illustrated with examples for each of our segments further on in this Annual Report. Clients determine the functionality they require and pay an amount dependent on performance. In our opinion, this method of working is the driving force generating the innovation this sector requires. It is our aim in all our segments to be talking to the commissioning parties for complex problems more often and at an earlier stage. To do so, our company needs to be a certain size and it needs to have the right areas of expertise in house. The focus is also on restoring results and the ability to generate cash. 5 Strukton Annual Report, 2010

Report by the Group Management Board Sustainability We are committed to sustainability and we have naturally set ourselves ambitious targets, including a reduction in CO2 by 2% per annum. We are therefore proud that we attained the highest level (level 5) on ProRail s CO2 performance ladder in 2010. The Dutch Directorate General for Public Works and Water Management has also announced to adopt the CO2 performance ladder. In addition to closely monitoring our own CO2 emissions, we also use our expertise to achieve CO2 reductions for our clients and third parties. We can do so this for example through heat and cold storage, and by making buildings more sustainable. The new business unit Strukton Sustainable Energy will deal with wind, tide and wave energy. Core values: proactive, innovative and taking initiative National public infrastructure administrators are having to deal with infrastructural problems of increasing complexity, while at the same time they are facing a public call for more transparency. At Strukton we aim to shoulder the burden of this for our clients and to impress upon our employees the importance of our core values. Major changes are taking place in the market for infrastructural projects and maintenance. Substantial interests involved in these changes will affect all parties. Clear allocation of risks and documentation of responsibilities is essential. Commissioning parties and contractors are currently in a transitional phase. Strukton wants to play a leading role in this transition. Projects with a contract to design, build, finance, maintain and operate (DBFMO) require a more integrated approach. We remain very much in favour of tenders on a DBFM or DBFMO basis for new construction as this makes maximum use of the knowledge and expertise of the construction companies. Moreover, this method of tendering projects encourages innovation and leads to a shift in the chain. Large building companies take on more responsibility; increasingly they are taking on not only the design but also the funding and the operation. In our view, professional commissioning should not be about generating competition between tenderers based on their estimation of the extent to which unreasonable conditions in the specifications are likely to arise during execution. Professional commissioning should focus on formulating functional requirements and challenging the tenderers to use their creativity. We at Strukton are only too happy to take up that challenge. 6 Strukton Annual Report, 2010

Report by the Group Management Board Outlook We are facing 2011 with confidence. Our order book looks healthy. We are focusing on stabilising the operational result (EBITDA) and are seeking to achieve a reduction in the need for funding that arises in the course of the year. Another point for attention in 2011 is the further reduction of the costs of failure. Three aspects are important here: process management, risk management and contract management. Based on our current understanding, we expect the number of employees to remain roughly constant. It is clear to us that the market for public-private partnerships (PPP) will take off after years of hesitation. Strukton has now acquired considerable experience in this market, which has given us a key position. If we are to tackle these complex projects successfully, we will need to invest more in system integration. Collaboration between the operating companies and the integration of systems, cultures and working methods will be required, if we are to operate successfully in our chosen fields. In 2011 we will also put forward our views on an alternative approach to setting up and modelling infrastructure solutions. Finally, we would like to mention our employees. Without them we would never be able to realise our ambitions. We would like to thank all our employees for the huge effort they put in once again in 2010; we are fully confident that this organisation will let us tackle the challenges of the future. We will continue to guard our good reputation as an employer, as we will only be able to achieve the success we have in view, if we have the best people. Utrecht, 25 March 2011 The Group Management Board Gerard Sanderink Raymond Steenvoorden 7 Strukton Annual Report, 2010

Profile Strukton is a full service provider for infrastructure and accommodation solutions. Our goal is to enable end users to live, work, travel, learn and relax in comfort. Strukton operates in three markets that are subdivided into four segments: Rail infrastructure market: rail infrastructure and information systems (Strukton Rail) Civil infrastructure market: civil infrastructure (Strukton Civiel) Property: construction and property development (Strukton Bouw) and technical management and services (Strukton Worksphere) Strukton Integrale Projecten works on PPP concession projects, new concepts and unsolicited proposals within each of these markets and across market boundaries. Philosophy Strukton s starting point is the function and lifespan of buildings and civil engineering infrastructure. That is why we choose integral contract forms that create opportunities for quality, comfort and sustainability. Two examples of such integral contract forms are design and build (DB) and design, build, finance, maintain and operate (DBFMO). Strategy Strukton s strength lies in realising complex projects in complex environments. We seek to provide even greater added value, which lets us stand out in the market. It should be clear to our clients that they can rely on us, that they will get value for money and that they can expect trend setting solutions. Our focus is on mobility, transport hubs and uninterrupted operation. The decentralised organisational structure gives the various Strukton companies a large degree of independence in focusing on their specific markets and products. The core strategic themes are: our employees attitudes, as these are what determine Strukton s distinctive capabilities extending the construction chain in the length and breadth developing market niches further 8 Strukton Annual Report, 2010

Profile Attitudes Strukton staff not only have a good grounding in their disciplines, but they also take the initiative to come up with innovative solutions. They consider problems from the client s perspective and then suggest new, sustainable concepts and solutions. CSR policy Strukton conducts its business in a socially responsible manner, leading the way in the sector. We encourage our employees always to weigh up explicitly what is best for people, the environment and the business. In 2010, Strukton had an average of 6.159 employees and revenue of 1.4 billion euros. For more information on: Strukton and the operating companies: the financial situation and the financial statements: risk management and corporate governance: Strukton s CSR policy: www.strukton.com www.strukton.com/annualreport www.strukton.com (see Finance and Governance ) www.strukton.com/csr Revenue in 2010 Rail infrastructure and information systems Civil infrastructure Construction and property development Technical management and services 16.6 % 13.2 % 42.9 % 27.3 % 9 Strukton Annual Report, 2010

Composition of the Group Management Board and the Group Management Committee Group Management Board Group Management Committee Gerard Sanderink (b. 1948) Chairman of the Group Management Board Nationality Dutch Joined Strukton October 2010 External positions Managing Director of Oranjewoud nv Director/owner of Centric Former positions ESTEC Research fellowship IT Consultant, BSO IT Consultant, Stork Director of IT Automation Managing director of Centric Raymond Steenvoorden RA (b. 1964) Group Management Board Nationality Dutch Joined Strukton 2002 External positions Member of the Supervisory Board of Energy Capital Partners Member of the Board of NABU (Netherlands Association of International Contractors) Former positions Ernst & Young Accountants Various positions, including in senior management, at Ballast Nedam nv Independent advisor in the UK in the field of PPP and corporate finance Jos Hegeman Strukton Civiel Erik Hermsen Strukton Integrale Projecten Rob Kalma Financial Director Marinus Schimmel Strukton Worksphere Aike Schoots Strukton Rail Gert Jan Vos Strukton Bouw From left to right: Gerard Sanderink, Aike Schoots, Raymond Steenvoorden, Jos Hegeman, Marinus Schimmel, Gert Jan Vos, Erik Hermsen and Rob Kalma 10 Strukton Annual Report, 2010

Key figures (amounts in millions of euros) * * * * 2010 2009 2008 2007 2006 Revenue 1,437.5 1,368.2 1,249.2 1,144.8 954.6 Operational result (EBITDA) 57.6 37.0 55.9 47.4 55.6 Operating result (EBIT) (6.4) 8.8 29.0 23.1 36.4 Profit for the period (15.5) 0.8 14.3 15.3 30.6 Cash flow Operational > Regular 38.5 56.9 22.1 58.4 24.3 > PPP projects (76.3) (70.5) (30.5) 0.3 (5.0) Investments (5.8) (25.6) (26.0) (39.8) (118.4) Financing > Regular (9.4) (4.3) (20.1) (2.1) 72.5 > PPP projects 62.7 72.5 35.7 (0.5) 4.8 Total cash flow 9.6 29.0 (18.8) 16.3 (21.8) Additions to property, plant and equipment 16.7 18.3 25.8 30.3 21.1 Depreciation/impairment of property, plant and equipment 64.0 28.2 26.9 24.4 19.1 Excluding consolidation non-recourse PPP projects Balance sheet total 775.7 826.4 818.7 790.7 708.7 Capital employed 179.2 235.2 234.7 223.7 224.3 Net cash (debt) (0.4) (52.2) (51.8) (42.5) (50.4) Solvency 23.1 22.1 22.3 22.9 24.5 Return on capital employed (%) (3.6) 3.7 12.4 10.4 16.2 Order book at year-end 2,065.0 1,858.0 1,639.0 1,210.8 1,014.2 Including consolidation non-recourse PPP projects Balance sheet total 968.2 945.3 862.6 798.3 716.6 Total equity/group equity 166.7 172.2 171.9 181.2 173.8 Capital employed 365.7 347.2 273.3 231.0 232.0 Net cash (debt) (198.9) (174.9) (101.4) (49.7) (58.2) Solvency(%) 17.2 18.2 19.9 22.7 24.2 Profit for the period as a percentage of average total equity (9.1) 0.5 8.1 8.6 19.6 Profit for the period as a percentage of revenue (1.1) 0.1 1.1 1.3 3.2 Non-financial indicators Average number of employees 6,159 6,232 5,962 5,514 4,592 Absenteeism (%) 5.4 5.4 5.1 5.8 6.1 Accident frequency (IF-index) 8.4 8.7 9.0 8.2 11.4 Average duration of absenteeism 25 21 24 16 20 Accident figure 15.1 12.6 16.2 14.8 20.5 Frequency figure 0.8 0.7 0.9 0.8 1.1 Expenditure on management development and training 8.7 8.7 8.1 7.8 5.3 Percentage of staff reviewed 92.6 88.0 88.4 87.1 88.5 * A number of adjustments were made in the comparative figures. Those adjustments to the comparative figures are explained in more detail in the general notes. 11 Strukton Annual Report, 2010

Strukton s specialist areas Core activities Strukton Rail A European full-service provider of rail systems. Operations in infrastructure, maintenance management, rolling stock, machinery and logistics. www.struktonrail.com Strukton Civiel Design, realisation, maintenance and management of infrastructure projects, with specific knowledge of underground construction, road construction, viaducts, stations, noise barriers, techniques for constructing foundations and immersion segments and the environment. www.struktonciviel.com Strukton Bouw Providing customised accommodation for people, companies and business processes. Planning and project development can have an important supporting role in this. www.struktonbouw.com Strukton Worksphere Technical management and plant management: supplying integrated services in the field of technical installations in buildings and hard services, working from the premise that people who feel comfortable in the areas where they work and stay will perform best. Sustainable and inflation-proof development of existing properties. www.struktonworksphere.com maintenance, renovation and new construction of railways and rail systems for both heavy rail and light rail information systems (including systems for passengers) safety systems data acquisition and data management development and integration of electrical systems in rolling stock energy systems wet and dry infrastructure (in situ, bored and submerged tunnels, bridges, stations, roads and road maintenance) building in complex environments industrial construction water management and water treatment specialist fields: immersion techniques, pressing, sliding and jacking techniques, garage car parks, foundations, pre-stressing, noise barriers, underwater techniques, concrete improvement, monitoring and construction pits prefab concrete surveying and marine surveys traffic management residential and non-residential construction renovation, rebuilding and (planned) maintenance technical management property development (inner city) redevelopment technical service, management and maintenance new construction and renovation of technical installations acquisition, design, construction and commercial operation, based on concession performance contracts and outsourcing of technical services management of the commercial operation of PPPs: integral facility management services and property management main contracting consultancy and interim management development and supervision of construction and rebuilding projects and planning the hard service aspects of accommodation, tenancy and rental Strukton Integrale Projecten Innovative and integral solutions based on the overall lifecycle of the infrastructure or the builtup environment. This includes integral forms of contracts and cooperation, such as DBFM(O): design, build, finance, maintain & operate. acquisition, financing and management of PPP projects management of risk-bearing investments further development of PPP, concept development and unsolicited proposals www.struktonpps.com 12 Strukton Annual Report, 2010

Market segments/customers rail infrastructure managers, primarily in western Europe transport companies (municipal, regional, national) governments (municipalities and provinces) industry rolling stock suppliers and leasing companies public highway administrators rail infrastructure administrators (primarily in the Netherlands) mainports, airports major cities and governmental bodies industrial clients (companies involved in storage, utilities, waste processing and water management) transport companies (municipal, regional, national) end users/tenants professional service providers housing corporations project developers healthcare institutions educational institutions government (national and municipalities) professional and financial service providers educational institutions healthcare institutions entertainment industry industry government transport sector government (national, provincial, municipalities and water boards) healthcare and educational establishments rail infrastructure managers in western Europe Market features high access threshold (knowledgeintensive and capital-intensive) focus on safety and quality at a fair price increasing competition Europe-wide market, in which every country is different niche market competitive cyclic fragmented market with a limited top layer and a lot of local/regional parties focus on quality and added value shifting to new forms of contracting and tendering focus on sustainability developing and growing high level of complexity and risk of failure attitude focused on supplying services focus on value retention knowledge-intensive increasing degree of outsourcing increasing complexity and risk of failure growing (accommodation for governmental bodies, infrastructure) developing (education, light rail and healthcare) quality-driven (sustainable/socially responsible) space for private initiatives international interplay of forces Strukton s competences data acquisition and data management consulting and engineering machines and logistics rolling stock project management and process management broad knowledge of technology (in-house engineering and specialist skills) knowledge of innovative contractual and cooperative forms specialist in underground construction realisation of projects while customer processes continue to operate systems engineering risk management optimisation of costs versus revenues, with a strong customer focus i ntegral approach to the construction process, focusing on the property from the planning and project stages through to commercial operations approach that involves lifecycle/total cost of ownership offering operational reliability for customer processes that support their core business operations creating environments in which people can work and stay and excel approach that includes an eye for both social importance and the (apparently) contradictory interests of the owner and user of the property customer focus substantial purchasing muscle for facility services professional methods and resources knowledge of the customers core processes project management, risk management, contract management and financial management lifecycle-based approach and long-term responsibility knowledge of innovative contractual and cooperative forms 13 Strukton Annual Report, 2010

Financial results Growth in revenue of 5% to 1,437 million euros (2009: 1,368 million euros) Substantial increase of 56% in the operational result to 57.6 million euros (2009: 37.0 million euros) Impairment losses in 2010: 35.9 million euros on intangible fixed assets and goodwill Profit for the period is negative due to the impairment losses: a loss of 15.5 million euros in 2010 (2009: profit of 0.8 million euros) Dividend proposal: no dividend payments Solvency: 23.1% (excluding PPP debts on account of the fact that they are non recourse in nature) Further rise in size of the order book to 2.1 billion euros (2009: 1.8 billion euros) Operating performance Revenue rose and there was substantial recovery in the operational result despite the fact that the operating companies were having to deal with falling market volumes, strong competition and considerable pressure on prices. Various operating companies were able to adapt their organisation on time to the changing conditions. Over the past few years Strukton has had to deal with loss making operations in the construction segment because of five projects that suffered substantial losses. Increased attention to process management enabled this segment to return to making a positive albeit marginal contribution to the operational result in 2010. In view of the market conditions we are pleased to see that all the operating companies made a positive contribution to the 2010 operational result. In addition, initiatives have been started at various points in the organisation to achieve further reduction in the costs of failure; together with the size of the order book this should provide the basis for a sustained recovery in the results. Revenue A clear increase in revenue was achieved in 2010 once again: revenue grew by 5% to 1,437 million euros, compared with 1,368 million euros in 2009, despite the continuing difficult market conditions in many sectors. There was a significant increase in revenue at Strukton Rail and Strukton Worksphere grew, too. Volumes at Strukton Civiel and Strukton Bouw were slightly below the level for 2009. The PPP projects that started operation in 2010 or are due to commence operation in the first half of 2011 will result in a further increase in the periodically recurring income (service and maintenance work) in 2011. In 2010 the effect of the PPP projects could be seen primarily in the high volume of construction work; the volume of service and maintenance work barely changed, which led to a fall in its share of total income from 24.1% in 2009 to 22.6% in 2010. The order book increased by 11% to 2.1 billion euros at the end of 2010. This increase was 14 Strukton Annual Report, 2010

Financial results Revenue in EUR millions 2010 2009 Rail infrastructure and information systems 616.1 546.1 Civil infrastructure 392.7 398.7 Construction and property development 189.9 198.8 Technical management and services 238.8 224.6 Total 1,437.5 1,368.2 mainly due to infrastructural activities at Strukton Rail and Strukton Civiel. The part of the order book relating to fundamentally long-term PPP projects rose to 548.7 million euros due to the acquisition of the A15 contract. Result A substantial increase in the operational result (EBITDA) was achieved in 2010. The operational result rose from 37.0 million euros to 57.6 million euros. This substantial improvement is mainly due to the improved results for the construction segment. Over the past few years this business unit has had to deal with persistent losses on Operational result in EUR millions 2010 2009 Rail infrastructure and information systems 37.2 27.8 Civil infrastructure 13.3 17.7 Construction and property development 0.3 (13.2) Technical management and services 6.8 4.7 Operational result 57.6 37.0 five projects. Last year major effort went into process management and contract management. Strukton Bouw realised a positive operational result in 2010 despite extra expenditure of 2.3 million euros due to organisational changes. The other operating companies, with the exception of Strukton Civiel, also achieved an improvement in their operational result. Strukton Rail obtained a good result in the Netherlands despite the difficult market conditions. The contribution to results by the rail operations in Sweden rose substantially, while the results in Italy and Belgium remained at a high level. There was also a big increase for all the product market combinations of Strukton Systems. On the other hand, the results for Norway and Germany remained negative. Strukton Civiel again managed to achieve a healthy result in 2010. However, delays and a downward revision for an ongoing project had a negative impact on the result for this segment. Thanks to the scale this segment has now attained, this effect could be compensated by good results for other projects. Faced with a rapidly worsening market, Strukton Worksphere was able to take measures in good time and respond appropriately to these developments. There has now been a substantial reduction in costs and this together with directly targeting productivity led to an improved result in comparison with 2009. 15 Strukton Annual Report, 2010

Financial results Strukton Integrale Projecten had a good year, due to winning the important A15 motorway tender plus the fact that two former PPP projects commenced operation. Consequently, Integrale Projecten also made a positive contribution to the result. While there was a slight increase in the depreciation of operating assets, the main negative impact on the operating result was due to impairments. Operating result in EUR millions 2010 2009 Operational result 57.6 37.0 Depreciation of property, plant and equipment (22.5) (20.8) Depreciation of intangible fixed assets (5.6) (5.8) Impairments (35.9) (1.6) Operating result (6.4) 8.8 Impairments totalling 35.9 million euros were accounted for in 2010. 30.3 million euros of this relates to an impairment of goodwill and the intangible fixed assets of Strukton Worksphere. Despite Strukton Worksphere s stable results, this impairment had to be recorded because of the amendment to IAS 36 and the changing market conditions. There was also an impairment of goodwill of 5.2 million euros relating to the rail operations in Norway. Financial result Profit for the period A loss of 6.3 million euros meant that the financial result was significantly better than in 2009 (loss of 8.2 million euros). The difference is explained mainly by the gain of 1.1 million euros in the value of derivatives (a loss of 0.5 million euros in 2009). The result of associates interests item relates primarily to our 40% Italian participating interest Clf, which was included in the operational result up to last year. Despite a pre-tax loss, tax of 5.5 million euros has still been accounted for. This is mainly because the impairments of 35.9 million euros on the goodwill and intangible assets are not taken into account for tax purposes. This gives a net loss of 15.5 million euros compared with a net profit of 0.8 million euros in 2009. Capital expenditure At over 16.7 million euros, capital expenditure on property, plant and equipment was less than depreciation. Strukton is still profiting from its investment programme in previous years, which is why less capital expenditure is needed now. Strukton Rail invested about 9 million euros, primarily in relatively small rail vehicles such as Unimat machines (point tamping machines), measurement trains and cranes in the Netherlands and Sweden. Strukton Civiel also invested in a number of relatively small scale capital assets. 16 Strukton Annual Report, 2010

Financial results PPP projects Strukton is participating in seven PPP projects, four of which are now fully operational and one partially operational. The participations in the Special Purpose Companies (SPCs) set up especially for these projects range from 5% to 50%. Payments totalling 7.6 million euros were made in 2010 as a consequence of the capital expenditure commitments. New payment commitments were taken on when the A15 Maasvlakte-Vaanplein project contract was acquired, making the total value of the commitments at the end of 2010 17.7 million euros. The value in 2009 was 12.3 million euros. The funding for these projects is raised on a non recourse basis. The total non recourse funding included in the Strukton consolidated accounts at the end of 2010 was 161.3 million euros. The value in 2009 was 90.3 million euros. It is still the intention to free up capital for Strukton s core operations. There seems to be sufficient interest among investors to enable a number of participations in PPP to be transferred in 2011. Cash flow and financing The cash flow from ordinary business operations was 38.5 million euros in 2010 (2009: 56.9 million euros). A determining factor - in addition to the result plus depreciation and impairments - was the increase of 12 million euros in working capital. This cash outflow was virtually equal to the decrease in the committed cash and cash equivalents (12.7 million euros). In 2009 there was a sharp increase in the committed cash for a number of projects in progress, and their completion caused this item to fall again in 2010. The cash flow from operational activities is exclusive of expenditure of 76.3 million euros on construction in ongoing PPP projects; these projects are financed on a non-recourse basis and the expenditure is offset by future long-term receivables. Such expenditure was classified as investment up to last year, but this year it was included in the cash flow from operating activities. Investment in 2010 was substantially below depreciation. Furthermore, no acquisitions were made in 2010 (2009: 0.4 million euros).the balance sheet was strengthened when the takeover took place through the paid-in share premium of 10 million euros. Moreover, the loan of 80.5 million euros under the old facility was repaid. A new financing agreement was concluded for an amount of 60 million euros. The balance of the cash and cash equivalents and the debts to credit institutions was a positive amount of 108.4 million euros as at the end of 2010. Consequently, Strukton complied ampely with the covenants agreed with the financers at the end of 2010. Given the forecast results, Strukton expects also to be able to comply with them in the period to come. After adjusting for the financing of PPP projects, invested capital came to 179 million euros (2009: 235 million euros). If non-recourse financing is included, invested capital rose from 3437 million euros to 366 million euros. 17 Strukton Annual Report, 2010

Financial results Capital position The reported net loss and the above-mentioned paid-in share premium of 10 million euros led to a fall of 5 million euros in equity to 167 million euros. The adjusted equity in 2009 was 172 million euros. The net effect of equity movements resulting from the outcome of hedge accounting, exchange rate results for participations and the permanent financing of foreign participations was virtually neutral. No dividend was paid in 2010. There was only a slight increase in the balance sheet total, despite the further production from PPP projects. An increase of 74 million euros in the balance sheet total for the PPP projects was offset by a decrease of 51 million euros for the other activities. As a consequence, Strukton s solvency rose to 23.1% after adjusting for the funding of PPP projects (2009: 22.1%) and is therefore at a healthy level. As a result of the slight fall in equity and the increase in the balance sheet total of 23 million euros, solvency (including non-recourse financing) was 17.2%, as opposed to 18.2% in 2009. 18 Strukton Annual Report, 2010

Corporate Social Responsibility Strukton always carefully weighs up the interests of people, the environment and the company. The essence of Strukton s CSR policy is simple: achieving healthy results, but always balanced against the needs of people and the environment. This policy is not just about the climate and sustainability but also about people and Strukton s diligence as an employer in its dealings with its employees. Level 5 on ProRail s CO2 performance ladder In 2010, Strukton became the first group in the Netherlands to achieve level 5 the highest level on ProRail s CO2 performance ladder. This certificate gives the company an advantage in ProRail s tenders. To achieve level five, Strukton had to take a close look at its CO2 emissions. The car fleet was responsible for the most emissions nearly half the total and that is why for some years now only lease cars with A, B or C energy labels have been included in the car fleet. 19 Strukton Annual Report, 2010

2010 in brief level 5 has been achieved on ProRail s CO2 performance ladder increasing amounts of material recycled 81 accidents, 2 fewer than in 2009 Strukton is one of the initiators of the Considerate Constructors certificate Strukton companies invest heavily in training Strukton keeps looking for new opportunities for improvements. This will help the company retain the current level on the ladder in 2011. The A, B and C labels are being kept and an emissions ceiling of 155 g/km has been set. Strukton is also encouraging its employees to drive smaller, more economical cars. In addition, Strukton is taking part in the DC TEC Consortium (the Dutch Consortium for the Tender of Electrical Cars). Strukton has made a commitment to take ten electric cars. The CO2 performance ladder does not just look at the CO2 emissions of the direct supplier in this case Strukton but also at the emissions of subcontractors. Strukton s procurement policy was already close to meeting ProRail s requirements thanks to the Bouwend Nederland (construction industry association) covenant that Strukton had signed in 2008. ProRail requires Strukton to be able to provide a picture of the CO2 emissions of its subcontractors working on ProRail assignments. The many changes of subcontractors mean that this involves a hefty administrative burden. To tackle this, Strukton joined forces with Ballast Nedam and Heijmans to develop a database in which all construction companies could calculate their CO2 footprints and have them recorded. The central database is now being run by Bouwend Nederland through a website, and it also includes a CO2 reduction program. A similar central database De Duurzame Leverancier (The Sustainable Supplier) has been created for the railway market as well. This database is an initiative by Strukton, Grontmij, Oranjewoud and Movares. Two new, sustainable business units In addition to the various initiatives to make its own business operations more sustainable, Strukton seeks to use the knowledge and expertise present within its own organisation to make buildings more sustainable and help customers reduce CO2 emissions, for instance. In 2010 Strukton set up two new business units: Afvalbank Nederland and Strukton Sustainable Energy. Afvalbank Nederland handles and processes all Strukton s waste flows, ensuring that they are dealt with transparently and responsibly. Strukton Sustainable Energy deals with sustainable energy: energy from wind, tides and waves. Sustainable procurement Strukton considers socially responsible procurement to be crucial in enabling it to monitor and enforce its CSR policy across the entire construction process chain, as the company is highly dependent on its suppliers. Up to 70% of the work is purchased from other parties in some of the operating companies. Accordingly, in 2010 Strukton anchored socially respon- 20 Strukton Annual Report, 2010

Corporate Social Responsibility sible procurement in its general procurement terms and conditions. Suppliers must be able to show that they work in a sustainable manner. Strukton asks them to complete a general declaration drawn up by Strukton: the sustainability declaration. Suppliers who do so show that they respect a number of the elements of Strukton s CSR policy. In addition, Strukton may ask for information on the specific reduction in energy and fuel consumption, depending on the client. Any targets a client might have set for a specific contract are imposed in turn by Strukton on its suppliers. Recycling building materials Strukton is always looking for new ways of recycling building materials. Strukton has been using gravel in new projects for some years, for example in the new N57 trunk road in Zeeland and in the underwater concrete in the Museumpark multi-storey car park in Rotterdam. In 2010 Strukton developed another cradle-to-cradle building material, called green concrete. This is old ballast (the gravel between the sleepers) being recycled to create foundation blocks. Safety Since 2009, Strukton has focused its safety policy primarily on attitudes and behaviour at the building site, as there is still room for improvement in that field. Many accidents are caused by loyalty: employees who still continue working in order to meet deadlines despite the fact that not all the necessary precautions have been taken. They have to make a choice on the spot between time, money and safety. Strukton wants to prevent that choice from having to be made in the execution stage. That is why every effort is made to produce a realistic schedule, the best possible setup for the construction site, and the best possible (feasible) design during the tender and design stages. Strukton has adopted the Zero Accidents programme. An accident is any incident that leads to absence from work on the next working day. There were 81 accidents in 2010, as opposed to 83 in 2009. This continues the downward trend compared with previous years. In addition to regular reports, a great deal of attention is paid to risks, and accident investigations have been made more professional. 21 Strukton Annual Report, 2010

Corporate Social Responsibility Occupational health and safety: from absence to prevention For some years now, Strukton and the occupational health and safety service have been focusing increasingly on prevention rather than just absence and rehabilitation. This trend was continued in 2010. Consideration is given not just to hard safety issues (e.g. wearing a helmet), but also to soft issues (e.g. protection against the sun). Bewuste Bouwers (Considerate Constructors certificate) In 2010, Strukton joined with BAM, Ballast Nedam and VolkerWessels to start the Considerate Constructors certificate. The aim is to improve the image of consruction companies. All contractors in the Netherlands can register their building sites for the certificate, after which a monitor will visit the site. This monitor assesses safety at the site and the care for the surrounding area the safety of passers-by, noise nuisance and environmental awareness. After a successful pilot project Considerate Constructors has been placed in an independent foundation. Ten Strukton projects acquired the certificate in 2010. Management development and training Just as in previous years, there were various management development programmes in 2010. Strukton is also developing training courses in the fields of project management, contract management and project control. This knowledge development is necessary because of the current market developments relating to complex projects, which are increasingly taking the form of PPP and DBFMO contracts. Strukton Rail has reduced the number of disciplines to three: mechanical, electrical and electronic. Strukton Rail s aim is to broaden training for its production employees. A relatively large group of Strukton Rail employees took a Young Management course. Arranging successors and rejuvenating the organisation are key themes for Rail as the average age is rising. Strukton Bouw employs a number of trainees and has set itself the objective of keeping trainee numbers up. The courses employees are offered are directed at both their own training wishes and at the knowledge and skills they need for their jobs. The changing market, with a shift from traditional projects to PPP and DBFMO projects, means Strukton Civiel employees increasingly have tasks that are not just technical tasks. Integral collaboration and interface management in particular are becoming increasingly important. Consequently, Strukton Civiel is investing heavily in training programmes for both managers and operational staff. The training programmes are in coaching, effective collaboration and improving leadership skills. Strukton Worksphere invested the considerable sum of 1.9 million euros in training courses for its employees in 2010. The Strukton Academy was started, which provides employees with training courses through a web portal. In-company programmes were also developed. These are certified training courses on topics related to Strukton Worksphere. All team leaders took Entrepreneurial Management, all contract managers took Management and Maintenance, a large proportion of the account managers took the Commercial Excellence course and a large number of the engineers took the From Engineer to Ambassador course. Furthermore, a course on Safety was given to all eight hundred operational staff. 22 Strukton Annual Report, 2010

Ten Considerate Constructors certificates Ten Strukton projects were awarded the Considerate Constructors certificate in 2010: 1. the Museumpark multi-storey car park in Rotterdam 2. the Hanseatic rail line between Zwolle and Lelystad 3. Oosterdokseiland in Amsterdam 4. the CS metro station in Amsterdam 5. Randweg Zuid underpass in s-hertogenbosch (Den Bosch) 6. Kasteel de Haar in Haarzuilens 7. the Reggesingel underpass in Rijssen 8. new buildings for DUO (the Ministry of Education s executive body) and the Tax Authority in Groningen 9. Conservatorium Hotel in Amsterdam 10. Kraaiennest metro station in Amsterdam Strukton Integrale Projecten developed a Strategic Talent Management Programme in 2010, which will be implemented in 2011. Individual agreements are made with each employee on how they can contribute to the organisation s success. Strukton Integrale Projecten is investing in the development and specialisation of its own employees in order to reduce the need to rely on external consultants. Employees representation Strukton s Central Works Council was closely involved in the takeover by Oranjewoud nv. The Central Works Council drew up an evaluation framework for the buyer, concentrating on four key themes: continuity of employment, clear information about the buyer s financial position, guarantees regarding staff entitlements and security, and finally the guarantee that Strukton would remain one company. The Central Works Council advised in favour of the takeover. It also concluded a works council contract with Oranjewoud, in which agreements concerning the sale and future of Strukton were documented. For example, it was agreed there would be no change to the collective labour agreements, the pensions and staff entitlements. Oranjewoud has also adopted all elements of Strukton s strategy and no business units will be sold. 23 Strukton Annual Report, 2010

Strukton Rail Strukton Rail obtained a good result in 2010. That was a considerable achievement, given the difficult market conditions in the Netherlands and Germany. A reorganisation took place to enable the company to respond even more effectively to the tough competition and to keep costs down. Result The results for 2010 are good. Unfortunately, this positive result stands in contrast to the departure of nearly 250 employees in the Netherlands and 30 employees in Germany. Some of the departures in the Netherlands were due to natural wastage, but around 70 people had to be made redundant. The Dutch branch of the company now consists of two regions instead of four. The reorganisation was necessary because of the sharp falls in volumes and considerable pressure on prices in the Dutch rail market. The action taken to adjust the organisation will ensure a secure future. in EUR millions 2010 2009 Revenue 616.1 546.1 Operational result 37.2 27.8 Number of employees (year-end) 3,162 3,363 24 Strukton Annual Report, 2010

2010 in brief positive operational result reorganisation in the Netherlands: 250 employees leave Strukton Rail the organisation is future proof good results in the Netherlands, Belgium, Italy and Sweden Norway is a cause for concern and the German market is difficult Strukton Systems achieved its best result ever two large maintenance contracts were concluded in the Netherlands and one maintenance contract was renewed work on the Hanseatic railway line is going well excellent position reached in Sweden The results in the Netherlands, Belgium, Italy and Sweden are good. Norway and Germany are still a cause for concern. In Norway, Strukton Rail has grown very rapidly over the past few years and it is now occupied with implementing an appropriate company structure and form of organisation. The German market is difficult. Strategy Strukton Rail aims to be a European company helping to make train travel and rail transport attractive. The European perspective implies not us in the Netherlands and them in Germany but we at Strukton Rail. That is reflected for example in the Best in Class principle that Strukton Rail applies; the knowledge and experience of professionals in one Strukton Rail country are also used in other Strukton Rail countries. For example, the Strukton employees in Italy have a great deal of know-how about railways in hot conditions. In Sweden, on the other hand, they know how to deal with snow, ice and extreme cold. Another aspect of the company s European character is the use of machinery and specialist areas from all over Europe. The larger scale means that Strukton Rail can use larger machines and work in a commercially viable manner in each country. The takeover by Oranjewoud is very positive for Strukton Rail as Oranjewoud s philosophy closely matches its own strategy. Strukton Rail will help Oranjewoud keep its strong position in the infrastructure market. Strukton Systems Strukton Systems achieved its best result ever in 2010, due to the fact that specialist productmarket combinations (PMCs) are now concentrated within Strukton Systems. That is beginning to bear fruit: the organisation is now more efficient and is also gaining market share. In 2010 Strukton Systems worked on solutions to electromagnetic compatibility (EMC) problems, arising because of the high voltage of the High-Speed Line (HSL) affecting equipment on old rail tracks running alongside the HSL. Furthermore, Strukton Systems won an important contract for DanTysk to build the power substation for a large wind farm in the North Sea. Strukton Rolling Stock Strukton Rolling Stock had a positive year in 2010, with some contracts coming to an end and new contracts being concluded. In 2010 Strukton Rolling Stock worked on the delivery of equipment for locomotives and electric trains for the Indian industrial giant BHEL. Strukton Rolling Stock is starting the delivery of traction units and on-board network systems that have been completely assembled and tested and will then gradually hand over the assembly. Eventually Strukton will just supply the parts, after which BHEL will assemble the traction units and on-board network systems itself in India on the basis of Strukton s instructions. Strukton Rolling Stock won the contract to renovate the old shuttle trains for the Toulouse 25 Strukton Annual Report, 2010

metro, an operation it has already carried out in Chicago. The vehicles will be given new drive systems and new control electronics. Eurailscout In addition to Eurailscout s existing contracts in the Netherlands, Switzerland and Denmark, it also obtained rail track inspection work in Norway and Belgium. Sustainability The train is already a sustainable form of transport. Consequently, Strukton Rail sees it as its duty to society to make rail travel more attractive. Strukton Rail was the first operating company within Strukton to achieve level 5 on ProRail s CO2 performance ladder. Sustainability is also evident in its products and services. Strukton Rolling Stock is working on developing traction electronics that will reduce the amount of energy needed to make a train run. Strukton Rail is also developing a concept for the storage of braking energy in vehicles. Furthermore, Strukton Rail is collaborating with organisations such as Stichting Urgenda and Stichting Natuur & Milieu on sustainable initiatives such as the Rollende Landstrasse concept along the A15 motorway. The pressure on this motorway, which is already extremely busy, will only increase when the Maasvlakte 2 expansion of Rotterdam port is completed. The Rollende Landstrasse involves heavy goods vehicles being put on the train in Rotterdam and taken by shuttle service to Valburg or Duisburg where they disembark. The advantage of this is fewer traffic jams, less need for transfer facilities, less air pollution and lower CO2 emissions. Unfortunately, although the results are positive, a number of colleagues had to leave the company. However, the reorganisation has prepared us for the future. Aike Schoots chairman of the board at Strukton Rail Rail maintenance and projects Netherlands In 2010, Strukton Rail concluded two major contracts for performance-based maintenance (PBM contracts): Drenthe and Rijn & Gouwe. Furthermore, the existing contract for the Betuwe Route was renewed. Strukton Rail worked hard in 2010 on making the track winter-proof. Upgrading or improving the point heating is part of this. As a result, the infrastructure performed better than in 2009, but it is still not working as well as it could in wintry conditions. Strukton Rail is doing everything it can to assist NS and ProRail in solving the problems. 26 Strukton Annual Report, 2010

Several of Strukton Rail s business units worked on the new Hanzelijn (Hanseatic railway line) between Zwolle and Lelystad. The basic construction will be ready mid 2011, after which testing can start. The plan is for the Hanzelijn to be ready for use in December 2012. The project is on schedule. Strukton Rail also worked on the Merwede-Linge line, upgrading part of the track, the points and the level crossings and building of new stations. Belgium Strukton Rail carried out various major projects in Belgium. One of these was the construction of fourteen kilometres of double track alongside the motorway between Brussels and Mechelen. This new construction is part of the Diabolo plan aimed at improving access to Zaventem airport near Brussels from Mechelen, Antwerp and Brussels. Strukton Rail is also laying concrete track in the new tunnels as part of this plan. Work is due to continue until October 2011. This project is particularly complex due to the stringent quality requirements and the logistics. Germany One of Strukton Rail s projects in Germany was to upgrade the track near Mönchengladbach. 2010 also saw the preparation for the change of name for the company Georg Reisse GmbH & Co KG, which was acquired in 2007. The new name is Strukton Rail GmbH & Co KG. This name change, which came into effect in January 2011, means that Strukton Rail now has a clearly defined profile in Germany as well. Italy Clf, in which Strukton Rail has a participating interest, worked on projects including the renovation of Genua Brignole and Bologna stations. Both projects will continue in 2011. Clf also carried out work in the vicinity of Turin. Sweden In Sweden, Strukton Rail maintains 1800 kilometres of track (heavy rail, light rail and underground railway). In 2010, Banverket the former Swedish railway manager organisation previously responsible for the track became part of the new organisation Travikverket, which is responsible for both rail track and roads in Sweden. This also meant that Strukton Rail had a new competitor: Infranord, the maintenance department of the former Banverket. Infranord carries out around 65% of track maintenance. Strukton Rail is the largest private maintenance organisation in Sweden. In 2010, Strukton Rail (in partnership with Balfour Beatty) won the five-year maintenance contract for 726 kilometres of track in the north of Sweden. The maintenance area is an extension of the new Bothnia line and includes the line between Homsund and Boden, with two branch lines to the harbour towns of Skellefteå and Piteå along the Gulf of Bothnia and one towards Storuman and the border 27 Strukton Annual Report, 2010

with Norway. One major project in Sweden was the renovation of the track between Fiskeby and Långsele. Unfortunately this was the scene of a tragic accident in which an excavator crashed into a passenger train. One passenger died in this accident. Strukton Rail regrets this intensely and is cooperating fully with the investigations. Norway A major project in Norway was the renovation of the Holmenkollen Line. This light railway link in Oslo underwent thorough renovations as part of the preparations for the Nordic skiing world championships in February and March 2011. The overhead lines made way for an electrified third rail; the standard length for the platforms was increased. Strukton Rail was responsible for the construction of the new superstructure and the third rail as well as for the rectifier substations, cable trunking and power supply. The Norwegian king opened Holmenkollen Line in December 2010. 28 Strukton Annual Report, 2010

Strukton Civiel Strukton Civiel recorded good results in 2010. The business units performed as expected and the takeover by Oranjewoud fits in well with the existing strategy of Strukton Civiel. Operating result Strukton Civiel achieved a healthy result in 2010. Despite the recession, expectations were met across the board, both for large projects and for specialist business units. The trends in the results are in line with the strategy for the next few years. Strukton Civiel delivered a large number of projects in 2010 and also invested substantially in tenders. Strukton Civiel has noted a tendency for DBFMO and PPP projects to be associated with high tendering costs. The investments that Strukton Civiel has made in these tenders have borne fruit: the national segment of Strukton Civiel s order book is well filled. The regional segment is, however, showing a downward trend in investments by lower-level governmental bodies and provinces. This fall is the result of the Cabinet s cost-cutting proposals. in EUR millions 2010 2009 Revenue 392.7 398.7 Operational result 13.3 17.7 Number of employees (year-end) 976 930 29 Strukton Annual Report, 2010

2010 in brief investments in tenders resulted in a well-filled order book immersion of the tunnel for the Busan-Geoje Fixed Link in South Korea was completed successfully two new, sustainable business units: Afvalbank Nederland (recycling waste) and Strukton Sustainable Energy Strukton Verkeerstechnieken (traffic technology) added as a new specialist area milestones achieved at Amsterdam Central Station for the Noord/Zuidlijn underground line Strategy and takeover Strukton Civiel s strategy is focused on steady, viable growth with an emphasis across the board on the infrastructure sector: planning, design, execution, maintenance and commercial operation. A good example of this is the renovation of the A2 motorway near Maastricht, in which Strukton Civiel is working with Ballast Nedam on not just the execution, but the planning and the design as well. Another chain project is the widening of the A15 motorway between the Maasvlakte and the Vaanplein interchange, in which Strukton Civiel has a role in the design, execution and maintenance. In order to be able to offer this extension of the project chain, Strukton Civiel has kept expanding the range of its specialist fields over recent years, on the one hand by developing them further and on the other by bringing in skills from outside. This strategy was continued in 2010. Thanks to these specialist fields Strukton Civiel is in a position to obtain and then realise more complex projects with a better rate of return. One example of the extension of activities and specialist areas is the foundation of Strukton Verkeerstechnieken (dealing with traffic technology). This is a response to the wish of clients to be able to purchase complete working infrastructure systems, including traffic and tunnel installations. The civil engineering infrastructure market is changing rapidly. Increasing numbers of clients are basing their selection procedures not just on price but also on qualitative criteria such as the public focus, sustainability and project management. To fit in with that, Strukton Civiel employees do not just have sound technical expertise, they are also trained in seeing things from the client s perspective, helping the client think about the problem and coming up with innovative solutions. This lets them contribute to innovation in the sector. The takeover by Oranjewoud is a positive development because both parties are able to build further on the strategy of Strukton Civiel. The takeover does mean that more attention will need to be given to the avoidance of conflicts of interest in tenders. Both parties are very much aware of this. Strukton Civiel and Oranjewoud s consultancy and engineering office have adopted the Public Works & Water Management department s rules from their Separation of Interests memorandum. Sustainability Strukton Civiel set up two new, sustainable business units in 2010: Afvalbank Nederland and Strukton Sustainable Energy. Afvalbank Nederland has been set up to deal with all Strukton s waste flows. The objective is to separate this waste out and reuse it wherever possible in the company s own projects. Strukton Sustainable Energy deals with three forms of sustainable energy: wind energy, tidal energy and wave energy. Various pilot projects are under way that focus on tidal energy, both in the Netherlands and in Asia. 30 Strukton Annual Report, 2010

Business units and projects Strukton Civiel Projecten This business unit handles the major projects. A good example of this is the work being done for the Noord/Zuidlijn (the new Amsterdam underground line) at Amsterdam Central Station, a technological tour de force involving numerous innovations, such as a wall three metres thick that was made using micro-tunnelling. In 2010 Strukton Civiel Projecten reached the full depth for the underground station, an impressive construction pit that is popularly known as the cathedral. For 2011 the plans include the immersion of the tunnel element under the railway station, as well as constructing roofing over the bus station and the pedestrian area on the River IJ side. Another major project is the Groene Loper (Green Carpet): the redesign of the A2 near Maastricht. This project is in the design stage; the legal decision on the routing was adopted in 2010. Together with Ballast Nedam Infra, Strukton Civiel Projecten is planning to start carrying out the work in the summer of 2011. One of the wildlife crossings in the approaches to Maastricht is already under construction. The widening of the A15 between the Maasvlakte and the Vaanplein interchange is also in the design stage. It is expected that Strukton Civiel Projecten will start on the work for this DBFM project in the spring of 2011. We ve achieved good results in 2010, despite the recession. The results are in line with our long-term strategy. Jos Hegeman chairman of the board at Strukton Civiel In 2010, Strukton Civiel Projecten completed the Museumpark garage in Rotterdam, a project in which the architectural design put particular emphasis to the clarity and safety of the garage. In addition, Strukton Civiel Projecten is working on the Houtwal multi-storey car park in Harderwijk. The municipality of Harderwijk is aiming to create the most attractive garage parking in the Netherlands. Strukton Civiel Projecten has close contacts with the local residents to agree on the details of this project. Colijn Colijn is active in Brabant and Zeeland in particular. In 2010 it had a share in the small-scale civil engineering works for the N57 trunk road and also completed the rail underpass in Den Bosch. Colijn also developed Stillis, an innovative, low-noise expansion joint for bridges and viaducts. In addition, Colijn worked with Strukton Civiel Projecten on the Oosterdokseiland project in Amsterdam. Colijn s share of the work was the construction pit; Strukton Civiel Projecten is working on the multi-storey car park, the entrance to the garage and the Mint Hotel. The garage and the entrance were delivered in December 2010; the hotel will follow in the spring of 2011. 31 Strukton Annual Report, 2010

Strukton Civiel took over Molhoek s activities in 2010. This specialist earthmoving company has been placed in the cluster under the Colijn business unit. Reef Infra The Reef Infra business unit primarily carries out work in the regional segment. In 2010 it suffered from a shrinking tendering market, particularly in the northeast of the Netherlands. Various projects were completed in 2010, including the concrete segments of the A1 motorway at the German border. Thanks to the good organisational setup, Reef Infra was able to deliver the project well ahead of the deadline. Strukton Afzinktechnieken In January 2010, Strukton Afzinktechnieken sank the aqueduct for the N57 trunk road. At the same time it has been working on immerging the tunnel elements for the Busan-Geoje Fixed Link in South Korea. Strukton Afzinktechnieken used the External Positioning System for this, which allowed the tunnel elements to be sunk in position on the sixty-metre deep seabed very accurately. This system enabled Strukton Afzinktechnieken to bring the work forward by six months. The final tunnel element was placed on the seabed in May 2010 and President Lee Myung-Bak of South Korea officially opened the tunnel on 13 December 2010. Strukton Afzinktechnieken received an honourable mention for the Schreuder Prize, was nominated for the Erasmus Innovation Award and won the Prof. Agema Prize, which is awarded once every five years for a conspicuous piece of hydraulic engineering. Strukton Infratechnieken In 2010 Strukton Infratechnieken jacked up Kasteel de Haar and placed it on new foundations to prevent the castle from subsiding Strukton Infratechnieken also renovated the nuclear reactor in Petten, which produces radioactive materials for medical research, in addition to many other projects. Strukton Civiel Monitoring This business unit was set up in 2010 with the aim of making measurements in civil engineering works and construction pits. Using these online measurements allows better management of the risks associated with works in the ground or on civil engineering structures with stresses due to traffic flows, because the behaviour of a construction pit or bridge during the construction work, for instance, can then be predicted. This, in turn, makes it possible to intervene before any calamity occurs. It also enables more efficient and more effective (preventative) infrastructure maintenance. Strukton Prefab Together with Strukton Engineering, Strukton Prefab has developed a 3D construction information model for the noise reduction walls on the N57 trunk road. Terracon Funderingstechniek This business unit won a contract in 2010 for developing large specialised foundation works for the RWE power plant in the Eemshaven seaport. 32 Strukton Annual Report, 2010

Strukton Bouw In 2010, Strukton Bouw achieved a modest but positive result, following a number of years with predominantly disappointing figures. Strukton Bouw operates in a difficult market. The organisation has now been brought in line with the volume that can be obtained in the market for an acceptable margin. Result The operational result for 2010 is positive. This is despite substantial reorganisation costs that had to be accounted for in 2010. However, Strukton Bouw is still struggling with the aftermath of five projects from the past that were not very well contracted and executed. These projects have had a substantial negative impact on the results in recent years and continued to generate losses in 2010. in EUR millions 2010 2009 Revenue 189.9 198.8 Operational result 0.3 (13.2) Number of employees (year-end) 367 430 33 Strukton Annual Report, 2010

2010 in brief good operating result upward trend after a number of years with losses four organisational changes since 2009 first stage of the Kromhout Barracks PPP project delivered order book reasonably well filled Organisational structure Market conditions in this sector are still very challenging, and detailed attention is therefore being paid to the cost structure. One of the measures is a modified organisational structure for the company, intended to ensure that Strukton Bouw can operate efficiently. The changes for which the wheels were set in motion at the beginning of 2009 have now been implemented. The business units of Strukton Bouw are now Projectontwikkeling (project development), Projecten (projects) and Bouw & Onderhoud (construction & maintenance). The last of these business units is split over three regions, Northern, Central and Southern. The Eindhoven and Schiedam branches have been merged. A second measure is that staff numbers will be reduced if there are not enough orders in the order book. Four organisational changes have been implemented since 2009. For the first three Strukton Bouw discussed the matters with the Workers Council. The scope of the fourth reorganisation required the trade unions to be involved. A positive aspect is that the measures that were originally announced did not have to be implemented in full, as the supply of work increased somewhat. Strukton Bouw is able to estimate the volume of its order book relatively well and keeping it at that level continues to be a challenge. Perspective The board of Strukton Bouw is aiming for predictable results and control of the construction processes. Major strides have now been taken towards that goal. There has been a strong focus over the past few years on improvements to process management. Risk management and contract management are an integral part of our efforts to make results more predictable. The achievements in the work in progress are an example of this. Improvement processes have been initiated and Strukton Bouw has confidence in the future of the operating company. The takeover by Oranjewoud has made a positive contribution here: the shareholder sees Strukton Bouw as an operating company with opportunities and the company is being given room to continue its existing strategy. Strukton Bouw has indeed found a path that is leading to improvements, but that optimism nevertheless needs to be tempered somewhat. However, the market is still tricky and the process of improvement is proceding one step at a time. Sustainability Out of respect for sustainable business practices and driven by the requirements of level 5 on ProRail s CO2 performance ladder Strukton Bouw has modified its vehicle fleet. Strukton Bouw s staff also travel by train more often. Construction site facilities are also being examined (for example, heating), as is the purchase of green electricity and the sustainability of suppliers and subcontractors. All the materials for the public transport terminal project at Utrecht Central Station are delivered by train. 34 Strukton Annual Report, 2010

Projects The severe winter of 2009/2010 demanded extra efforts in order to meet the schedules. This affected the construction of the Kromhout Barracks in Utrecht, for example a project involving a public-private partnership (PPP) in which Strukton Bouw (one of the members of the Komfort consortium) had to catch up the delays that had arisen. That turned out to be possible in part and the first stage of the project was delivered in October 2010. The new construction work for DUO (part of the Ministry of Education) and the Tax Department in Groningen another PPP project also made good progress and was 90% complete by the end of 2010. Projects delivered in 2010 included the Coevorden town hall, the Centrum voor Levenswetenschappen (Life Sciences Centre) in Groningen and the new Strukton Worksphere office in Eindhoven. Work in progress includes the public transport terminal in Utrecht in which Strukton Bouw and Strukton Civiel are working for ProRail on the renovation of platforms 3, 4 and 5 at Utrecht Central Station. The roofs of the platforms will have solar panels. The Conservatorium Hotel project is still ongoing. This complex and prestigious project in Amsterdam covers the renovation and extension of the former Rijkspostspaarbank (Post Office Savings Bank), a listed building on Van Baerlestraat. The premises will eventually accommodate a hotel. The location in the city centre presents a logistic challenge for the delivery and storage of the materials. In addition to the work in progress there are also various new projects that were in the preparatory stages in 2010. One such new project is Land in Zicht, involving 167 houses and apartments on the River Spaarne in Haarlem. Strukton Projectontwikkeling did the development work for this project and Strukton Bouw will be responsible for the execution. The houses and apartments went on sale in 2010, generating considerable interest. Construction is expected to start at the end of 2011. The activities for the public transport terminal in The Hague will commence at the beginning of 2011. Mr Eurlings, the former minister of Transport and Public Words, gave the green light in 2010. Strukton Bouw has been able to add a number of orders to the order book in 2010, such as the maintenance for ROC Twente (a regional training centre) and the construction of the A2 hotel, a four-star hotel by the A2 motorway in Amsterdam. I m still saying this cautiously, but things are looking up again at Strukton Bouw. If we keep on like this, I have a positive feeling about it. This company has a future. Gert Jan Vos director at Strukton Bouw 35 Strukton Annual Report, 2010

Strukton Worksphere Strukton Worksphere achieved good results in 2010, particularly in view of the difficult market conditions. Strukton Worksphere has invested in mobilising and starting up Public Private Partnerships (PPP projects). The costs for the learning curve have, however, had a negative impact on the results. Result The losses incurred in getting PPP projects up and running are concentrated in 2010, because that is the year in which Strukton Worksphere started commercial operation of the first PPP projects, such as the Kromhout Barracks in Utrecht. This demanded extra investments: a combination of knowledge accumulation, the development of procedures and the costs of failures. These additional efforts had a negative impact on the results of Strukton Worksphere. Despite these start-up costs, it was still possible to obtain an improvement in the operational result. in EUR millions 2010 2009 Revenue 238.8 224.6 Operational result 6.8 4.7 Number of employees (year-end) 1,518 1,571 36 Strukton Annual Report, 2010

2010 in brief good results, despite the costs of the learning curve for PPP projects closer cooperation with other Strukton companies organisational changes implemented without compulsory redundancies Worksphere is prepared for difficult market conditions in 2011 commercial operation of the first two PPP projects has started Strukton Worksphere has become the market party with the most know-how and experience in the arena of PPP projects. What is more, much of the knowledge acquired about accommodation management and asset management is more generally applicable. This makes customers see Strukton Worksphere as an attractive party to do business with. Market situation, restructuring and takeover Strukton Worksphere operates in a difficult market. These conditions arose at the end of 2009 and have continued in 2010. Prices are under considerable pressure and the overall market has shrunk substantially. This decline has resulted in new players, who are faced with an insufficient number of orders in their usual market segments and are therefore moving into the maintenance market. However, they are not yet able to make realistic estimates of the costs of facilities and maintenance management and are therefore bidding at prices that are far too low. Prices have consequently been subject to huge erosion on all fronts management and maintenance, services, renovation and new construction. Strukton Worksphere has therefore had to run a very tight ship, keeping an extremely close watch on costs. The national control setup has been simplified and reduced from twelve to seven units. The national coverage, which is extremely important in ensuring a rapid response to problems and for serving local markets, has been retained. Because the number of front desks has been streamlined, the customers are receiving better and more efficient service. Despite this restructuring and the still considerable effects of the recession, there have been no compulsory redundancies. 2011 is going to be an even more difficult year than 2010, because the segment in which Strukton Worksphere operates will only then hit the low point of the crisis. Thanks to the organisational changes we expect that Strukton Worksphere will be suitably prepared for it. The takeover by Oranjewoud does not have any strategic consequences for Strukton Worksphere. Oranjewoud understands and backs Strukton Worksphere s strategy, which will therefore continue full steam ahead. Collaboration Over previous years Strukton Worksphere collaborated increasingly with other Strukton companies. This collaboration was intensified in 2010. One example is the PPP projects, in which Strukton Worksphere is working closely with Strukton Bouw, Strukton Civiel and Strukton Integrale Projecten. Furthermore, Strukton Worksphere has seen a number of tendering processes yield results, such as the Central Station in The Hague, Nike, the new provincial hall in Utrecht and the public transport terminal at Utrecht Central Station. Strukton Worksphere also had a small role in the tenders for the A2 motorway near Maastricht and the A15 Maasvlakte-Vaanplein motorway section. Worksphere and Civiel have combined forces to create a company specialising in traffic technology: Verkeerstechnieken. This company will contribute to the infrastructure market for traffic control technology and tunnel construction techniques. Worksphere also tendered with Bouw for a number of hospital projects. 37 Strukton Annual Report, 2010

Strukton Worksphere was acquired by Strukton in 2006, so that customers could be offered a complete package for integrated, large-scale civil engineering works. The increasingly close cooperation shows that Strukton Worksphere has found its niche and role within the group. This applies to all projects, not just PPP or DBFMO projects. The Strukton companies are capable of offering an integral solution, which gives a competitive advantage. In a practical sense there is a benefit in working together, quite literally: the lines are shorter between colleagues than between external parties. Sustainability Strukton Worksphere looks for sustainable solutions for all its projects, for example in terms of energy consumption, storage of cold and heat, and use of materials. One such project is the green data centre in the Amsterdam Stopera. Server rooms use a great deal of energy and produce a lot of heat. The data centre is cooled with water from the Amstel river while the heat can be used to heat the building. Strukton Worksphere has been involved in the development of this system and was the first contractor to apply the system in the Stopera. The data centre went live in December 2010. Energy savings of 60 to 80% are anticipated. Strukton Worksphere has invested in mobilising and starting up PPP projects this is unique in the sector. Marinus Schimmel director, Strukton Worksphere 38 Strukton Annual Report, 2010

39 Strukton Annual Report, 2010 Projects Strukton Worksphere has been carrying out the maintenance of the Aegon head office in The Hague for many years and completed a major renovation project on the building in 2010. Aegon wants to implement the New World of Work using the latest IT and mobile technology in working environments and the building had to be made suitable for it. Strukton Worksphere has rebuilt and renovated the building with the complicating factor being that the building remained in use throughout. The activities were carried out one floor at a time, so that Aegon staff on the other floors could continue to work. This approach obviously demands close cooperation with the customer and careful planning. The renovation work was started in 2008 and completed in 2010, on schedule and within budget. For the Máxima Medical Centre hospital in Veldhoven, Strukton Worksphere is realising a sustainable energy storage system for cooling and heating the hospital. Work commenced on this in November 2010. It is expected that the Máxima Medical Centre will start using the system in the first quarter of 2011. The system is being installed as part of the new construction work and the renovation of the buildings. Strukton Worksphere has since 2009 been working on a pilot project with the Dutch Government Buildings Agency (Rijksgebouwendienst) the transition to what is known as the regiemodel (control model). In the past, the Government Buildings Agency handled all the contracts for the ministries buildings itself. Under the control model, Strukton Worksphere is taking over all the hard service activities for two buildings: the building of the Ministry of Housing, Spatial Planning and the Environment, and the Hoftoren tower used by the Ministry of Education, Culture and Science. The Government Buildings Agency has now outsourced the majority of the operational management tasks and is focusing primarily on customer satisfaction at the strategic level. The pilot runs until 2012. At the request of the Dutch council for secondary education (VO-raad), Strukton Worksphere carried out studies in 2010 investigating the indoor climate at secondary schools. The indoor climate affects the health and educational performance of the pupils. Strukton Worksphere established that the prevailing climate was only acceptable (according to the standards of the municipal health services) in 21% of the classrooms it looked at. Improvements were recommended in 17% of the classrooms and 62% of the classrooms studied yielded unacceptable values that should be corrected without delay. Strukton Worksphere presented the results at a congress entitled Elke Dag Frisse Lucht (Fresh air every day) in June 2010.

Strukton Integrale Projecten Strukton Integrale Projecten achieved a positive result in 2010, thanks in part to obtaining the financial close of the A15 Maasvlakte-Vaanplein motorway section, a DBFMO project. The focus remains on selective participation in PPP projects with the maximum added value for Strukton. Extra attention is being paid to the development of new business concepts. Result In 2010, Strukton further extended its portfolio of PPP concessions through its success with the tender for the A15 Maasvlakte-Vaanplein motorway section, a major gain for Strukton as a whole. There are two objectives for Strukton Integrale Projecten in the management of the seven PPP projects in its portfolio: satisfied customers and added value for the operating companies. Strukton Integrale Projecten ended 2010 with a positive result. The closing of the A15 contract in December, with a nominal value of 1.5 billion euros, made a major contribution to this. The financial market has stabilised and there is sufficient liquidity to be able to finance a project such as 40 Strukton Annual Report, 2010

2010 in brief won the A15 Maasvlakte-Vaanplein contract, the biggest infrastructural order ever booked a positive result the financial markets have stabilised the potential deal flow for 2011 looks good the A15 with input from the European Investment Bank and the application of a system of one-off payments by the customer. Strategic focus Strukton aims to improve returns by increasing efficiency and reducing costs. For Strukton Integrale Projecten, this translates as selective participation in PPP projects, focusing on obtaining the maximum added value. In other words, concentrating on projects that have the maximum profit potential for both Strukton Integrale Projecten and the operating companies. The priority in 2011 will continue to be on projects related to concessions: the design, build, finance, maintain and operate (DBFMO) contracts. In addition, Strukton Integrale Projecten cooperated with the operating companies on the development of unsolicited proposals and market concepts. It also offers structural support for new forms of projects and contracts. One example of this is what are known as MEAT tenders (Most Economically Advantageous Tenders). Increasing numbers of customers, including the Directorate- General of Public Works and Water Management, have decided to award tenders as far as possible on the basis of the most economically advantageous tender. Contract awards are determined by value and qualitative criteria, such as the public focus, sustainability and project management; price is not the only determinant. Strukton Integrale Projecten has been making a case for broadening the market by encouraging decentralised projects for some time now. There are numerous PPP opportunities at the regional level, as well as at the national level. The announcement of the DBFMO project RegioTram Groningen, a light rail project for the city of Groningen and the province of the same name, is therefore a highly positive development. Acquisition Oranjewoud wants to be able to use the takeover of Strukton to allow it to operate throughout the chain, from design to implementation. This objective fits in seamlessly with the activities of Strukton Integrale Projecten, which aims to provide an off-the-shelf integral product in conjunction with the operating companies. Developments for 2011 Strukton Integrale Projecten is facing 2011 full of optimism. The market is picking up again, slowly but surely. The Dutch Rutte cabinet is finding an additional 500 million euros for road and rail construction and wishes to encourage PPP projects. Moreover, the cabinet is considering implementing inflation-indexed financing structures. These provide protection for external financiers against inflation affecting the capital that they have provided. Governmental budgeting rules have also been modified, so that PPP obligations no longer have to be accounted for in the expenditure as a single item, but can be spread out over the operational phase. 41 Strukton Annual Report, 2010

At the beginning of 2011, PPP tenders were started up for the Dutch Supreme Court and RegioTram Groningen. The potential deal flow seems to be good. New tenders are expected in the second half of 2011, including the first DBFM tender for the A1/A6/A9 motorway corridor (Schiphol-Amsterdam-Almere), the renovation of the VROM ministry building, the Zevenaar- Oost transferium (transport transfer node), all in the Netherlands, and a light rail project in Belgium. The international activities remain restricted to the countries in which Strukton Rail operates. Sustainability Strukton Integrale Projecten takes sustainability into account as far as possible when designing a project. Customers are made aware of the fact that lifecycle costs are at least as important as the costs for initially laying a road or constructing a building. In some projects, the maintenance costs can be twice as high as the initial set-up costs. Strukton Integrale Projecten is involved in the renovation of nine swimming pools in Rotterdam, focusing on achieving energy savings. This project is part of the Rotterdam Groene Gebouwen (Green Buildings) sustainability programme. Winning the A15 project hasn t just had a positive effect on Strukton Integrale Projecten: it s been good for the whole of Strukton. It is the biggest project that the Public Works directorate has ever put out to tender. Erik Hermsen director at Strukton Integrale Projecten Projects Stage 1 of the Kromhout Barracks in Utrecht was delivered in October 2010, and stage 2 is expected to be handed over early in 2012. The Kromhout Barracks project consists of a modern complex of office buildings with a transparent, green appearance. The design of the offices is flexible and sustainable and is expected to be used over a long period of time by about three thousand staff of the Defence Department. Two thousand staff have already moved to the barracks, to be followed by another thousand after Stage 2 is delivered. Good progress has also been made on the construction of the DUO (education agency) and Tax Authority offices in Groningen. Stage 1 is expected to be available for the customer in the 42 Strukton Annual Report, 2010

43 Strukton Annual Report, 2010 first quarter of 2011. In August 2010, the Directorate-General of Public Works and Water Management designated the A Lanes A15 consortium, of which Strukton is a member, as the preferred tenderer for the motorway widening project for the A15 Maasvlakte-Vaanplein section. This DBFM contract was signed in December and the financing agreements were also concluded. Additionally, Strukton Integrale Projecten has developed an accommodation concept for newly constructed hospitals, based on the interactions between the care process and flexible, efficient and sustainable accommodation. The concept significantly helps to increase the utility of such buildings, as well as facilitating the proper management of hospitals while minimising accommodation costs. Moreover, the concept can also easily be configured for the specific requirements of other healthcare institutions.

Corporate Governance Sound business practice, acting with integrity, respect, supervision, transparent reporting and accountability: these are the key aspects of Strukton s corporate governance policy. Strukton s corporate governance is determined by the legislation, judicial practice and codes of best practice in the countries in which Strukton has its operations. Strukton voluntarily adopts those aspects relevant to it in the field of best practices and seeks to be consistent with the Dutch Corporate Governance Code. Strukton Groep nv is a public limited company under Dutch law. The company is managed by the Group Management Board. Oranjewoud nv holds 100% of the shares in Strukton Groep nv. Management The Group Management Board bears the final responsibility for the company as a whole. It is responsible for running the company. The Group Management Board develops and sets the company s philosophy as well as the mission, strategy and objectives based on that philosophy. The business unit managers are responsible for formulating and executing their operating company s strategy. Responsibility for the management and day-to-day decisions of the business units also lies with the business unit management boards as defined in the Articles of Association. The chairmen of the business unit management boards together with the Group Management Board form the Group Management Committee. This Committee has the task of preparing policy and advising the Group Management Board. The Group Management Board is responsible for managing the company in a transparent manner. To this end Group Management regulations have been drawn up and approved by the shareholder. The Group Management Board performs its tasks in the company s interests. The Group Management Board regularly provides the shareholder and its Supervisory Board with the information and resources they need to exercise their duties properly. Once a year the Group Management Board reports to the General Meeting of Shareholders on the results for the past reporting year. Appointment and remuneration of the Group Management Board The shareholder appoints the members of the Strukton Group Management Board. The board of the company consists of Mr Sanderink and Mr Steenvoorden. Mr G.P. Sanderink was appointed Chairman as of 29 October 2010. He is also Managing Director of Oranjewoud nv. Mr R.T.A. Steenvoorden was appointed to a permanent position in 2002. The shareholder determines the remuneration for the Board members based on a recommendation by the Supervisory Board. 44 Strukton Annual Report, 2010

Corporate Governance The Supervisory Board Strukton Groep nv does not have its own Supervisory Board. An independent Supervisory Board has been set up for the shareholder Oranjewoud nv. It is charged with supervising the Oranjewoud nv Executive Board, the policy pursued and the general affairs of the company and its associated companies, as well as advising the Oranjewoud nv Executive Board. In view of the size of Strukton Group and its relevance within the Oranjewoud group, regular meetings are held between the Group Management Board and the Oranjewoud nv Supervisory Board. Conflict of interest and transactions between related parties The Oranjewoud nv Supervisory Board is responsible for solving any conflicts of interest between the company on the one hand and the Executive Board, Oranjewoud nv Supervisory Board, the Group Management Board and the external auditor on the other hand. All decisions to enter into transactions entailing potential conflicts of interest for any member of the Group Management Board or Supervisory Board that are of material significance to the company and/or member of the Group Management Board in question require the approval of the Supervisory Board. Members of the Group Management Board are required to notify the shareholder and the Chairman of the Supervisory Board immediately (and the other members of the Group Management Board, if a member of that board is concerned) of any actual or potential conflict of interest of significance to the company and/or themselves and must then provide all relevant information. At present there are only limited transactions with the shareholder and these are conducted in line with market practice. Auditor The external auditor is appointed by the General Meeting of Shareholders. Following the takeover by Oranjewoud, Ernst & Young was appointed as the new external auditor. The Group Management Board evaluates the performance of the external auditor once every four years. The conclusions are presented to the General Meeting of Shareholders. The external auditor attends the meetings of the Group Management Board with the shareholder at which his report on the audit of the financial statements is discussed and at which the adoption of the financial statements is considered. He also attends the meetings discussing the half year figures. Some years ago the Group Management Board took measures to safeguard the objectivity and independence of the auditor by introducing restrictions in the other work to be assigned to the auditor. 45 Strukton Annual Report, 2010

Corporate Governance Relations with external stakeholders In view of the company s importance and position, Strukton regularly publishes results and significant events through press releases and publications on its website. Regulations Strukton has various regulations that provide a framework for the functioning of the various bodies and a specification of the rules that apply within Strukton. Information about the various management bodies, the regulations and the code of conduct applicable to Strukton employees can be found at www.strukton.com under Corporate Governance. The regulations are assessed from time to time and amended where necessary. These regulations are: Articles of Association Code of Conduct Procedure for dealing with suspected inappropriate behaviour (whistleblowers scheme) Personal details of the Group Management Board 46 Strukton Annual Report, 2010

Risk management Like other companies, Strukton has to deal with various commercial, operational and financial risks. These risks are inherent to its business operations. The company seeks to limit them by taking a systematic approach to these risks at both the strategic and operational levels. Strukton takes a systematic approach to identifying and following up risks within the company. Strukton uses the framework of the Committee of Sponsoring Organisations of the Treadway Commission (COSO) in order to identify and deal with duplications, inconsistencies and gaps in the risk management and internal control of existing activities. In 2010, the various risks were once again identified and assessed. The key issues relating to business risks and strategic objectives are included in this section. Safety This is the risk that operational activities result in accidents, material damage or loss of reputation or that they are not executed in accordance with health and safety regulations. All employees have access to the QHSE systems (quality, health and safety, and the environment). These systems are regularly evaluated by external accredited bodies with certifying powers. Prevention is given the highest priority within Strukton. The safety policy also pays attention to human behaviour as a risk factor (awareness). It seeks to keep this risk to a minimum through the careful preparation of operations, analyses of near accidents and toolbox meetings. Safety at Strukton is discussed in more detail in the Corporate Social Responsibility chapter. Clients procurement policy Strukton has a number of large clients. Around 20% of its turnover is in the Dutch rail market. This market is effectively a monopsony. Over the past few years there has been a fall in the volume generated by ProRail the main client in this market. ProRail is actively encouraging new parties in their attempts to enter this technologically and logistically complex market. As the market leader Strukton is faced with the consequences of this policy. Strukton is continually alert to the need to keep its organisational overhead and quality proposition in line with the market in order to remain competitive. 47 Strukton Annual Report, 2010

Risk manangement Tendering costs Strukton obtains a significant proportion of its turnover through public tenders. The costs of tendering are rising due to the increasing complexity of some of these tenders (this applies in particular to projects put out to tender on a Design and Construct (D&C) or DBFMO basis). There is generally only very limited compensation from the commissioning party for these costs. If Strukton s bid is not successful, the company does not have any way of recuperating the costs incurred. One of the procedures in its operations is therefore a critical selection of the tenders for which to bid. Conflicts of interest The recent takeover by Oranjewoud nv has given rise to the risk of Strukton being disqualified from tenders where the Oranjewoud consultancy and engineering firm was involved in the preliminary process leading up to the tender. Various agreements have been made to avoid a situation where the two parties take on incompatible roles for the same project. Implementation in the Netherlands is based on the Public Works & Water Management department s Separation of Interests policy document. Design and execution As a rule, Strukton carries out its work in the form of projects for third parties. The complexity and extent of the work can vary considerably and with it the size of the order. In line with the company strategy, the business units regularly tender for complex projects in which both execution risks and design risks are involved. Incorrect estimates can lead to losses and negative cash flows, depending on the form of contract. That is why Strukton attaches great importance to the systematic application of procedures, both during the acquisition stage and during the execution stage. Great value is attached to reviews by third parties as a means of reducing design risks. In addition, Strukton has taken out an insurance policy for design faults. Fixed prices Strukton often operates in a situation where clients prefer to pass on risks in return for a fixed price. Strukton only accepts risks it can manage itself. Such risks can lead to losses and negative cash flows. For years Strukton has been using an advanced system for identifying and quantifying risks as part of its methodology for monitoring projects. It is applied in both the acquisition stage and the execution stage. This model enables the Group Management Board to determine the company s risk profile on a regular basis. Strukton is reluctant to take on inflation risks at the moment in view of the potentially fluctuating prices for raw materials. A suitable indexation scheme is a key point for attention in long-running projects. Labour market If Strukton is to operate successfully, it needs to have the right employees with the right skills and enthusiasm. The persistent shortages in parts of the labour market make it difficult to recruit sufficient numbers of suitably qualified people. That is why Strukton is investing in its position as preferred employer, in particular by creating attractive working conditions in which people are able to develop their talents properly. 48 Strukton Annual Report, 2010

Risk manangement Recession The construction sector operates at the tail end of the economic cycle, which means that the effects of the recession will still be clearly noticeable in 2011 and beyond. Companies are investing less and are cutting back on excess credit facilities. The expectation is that Strukton will continue to be confronted with cautious clients and occasionally the cancellation of contracts for the time being mainly in the private client market. However, its current order book consists primarily of projects for public sector authorities. Strukton is keeping a close watch on developments in its order book and the level of activity in relation to the size of the organisation so that it can take appropriate measures in good time. With regard to solvency, the company needs to be extra alert about payment risks where additional collateral is regularly required and the transfer of risks down the supply chain to subcontractors and suppliers. Strukton aims at reducing its vulnerability to cyclical fluctuations by ensuring that a substantial proportion of the turnover is from long-running and recurring projects. Client s wishes Strukton depends for a large part of its turnover on contracts put out to tender by public and semi-public authorities. Delays in political decision-making and changes to public authorities investment budgets affect the awarding of contracts. Strukton pays considerable attention during preparations to the supply of information and publicity in order to create broad public support. Capacity utilisation rate Strukton is a capital-intensive company that manages an extensive, specialised range of equipment, particularly in the field of rail infrastructure. This equipment is generally owned by Strukton. The costs are depreciated over the useful economic life of the equipment. If Strukton is unable to deploy this equipment to a sufficient extent at break-even rates, this may not lead directly to cash outflows but it does have a negative impact on Strukton s results. Furthermore, many of Strukton s employees have a permanent employment contract. If these people cannot be put to work on current projects at break-even rates, for example, because there is insufficient work, this will have a negative effect on the company s profitability and cash flows. Strukton Rail is dealing with this through international expansion in the European market and through the transnational deployment of equipment and employees. In some cases, major investments are shared with partners. Moreover, the risk of underutilisation is limited throughout Strukton by continually seeking to increase the share of non-project related activities. The lifecycle approach used within all Strukton companies fits in with this. 49 Strukton Annual Report, 2010

Risk manangement Available credit facilities As at the reporting date, Strukton had access to 110 million euros in committed credit facilities. The company s funding needs are forecast on a regular basis and the use of this credit facility is also monitored frequently. The funding documentation includes various covenants, primarily dealing with the company s ability to generate cash. These two are assessed with great regularity as well. The funding requirements take account of Strukton s capital expenditure obligations and payment obligations under the ongoing capital expenditure programmes, projects and PPP interests. Because the company s operations tend to be project based, one-off negative project results can affect both funding requirements and the covenants. That risk is contained by a sharp focus on process control and by increasing the share of non-project related activities. Strukton also seeks to make further reductions in the company s net liabilities in the short term and therefore to repay the loans. Internal control systems The Group Board Management is responsible for the company s internal risk management and control system and for assessing its effectiveness. The system is aimed at controlling risks associated with the business operations and realisation of the company s objectives. It also safeguards the effectiveness and efficiency of business processes and the consistency of the administrative processes. The risk management framework has been implemented throughout the Group. Primary responsibility for the control system resides with the business units. Risk assessments are an integral part of the annual planning and control cycle of the company, which is discussed with the shareholder each year. The risk management and control system for financial reporting purposes is based on the Strukton Code of Conduct. Clearly defined accounting rules are laid down in the Strukton Reporting Manual and in a standard reporting structure. Once a year the external auditor carries out audit activities in order to provide an auditor s report on the financial statements. The external auditor is appointed by the shareholder. Each year, in consultation with the Group Management Board, the shareholder determines the additional activities besides those required in the auditor s opinion. They may relate to specific risks, business processes or locations where the Group Management Board or shareholder considers further investigations to be desirable. Recommendations arising from external audit activities at every level are reported and followed up by the Group Management Board. Risk management framework The risk management framework includes the applicable Code of Conduct, the Group Management Board regulations, the assigned authorities, the planning and control cycle and reports on these. See also the section on Financial risk management further on in this Annual Report. 50 Strukton Annual Report, 2010

Risk manangement Code of Conduct The whistleblowers scheme enables employees to report alleged or actual irregularities within the company to a counsellor or the Group Management Board. The code of conduct can be found at www.strukton.com and includes the whistleblowers scheme. Management Board regulations and representative authority There are regulations in place for both the Group Management Board and the management boards of the business units. In addition to duties, responsibilities and required approvals, these regulations also deal with representative authority. Representative authority, including the authority to sign documents, is held by each individual member of the Management Board as well as other officers appointed for this purpose by the Management Board, subject to the restrictions as filed with the Chamber of Commerce. Reporting structure The reporting structure at Strukton reflects the way in which the separate business units are run. The Group Management Board is responsible for introducing and guaranteeing effective controls. The success of these controls is measured through self-assessment by the business unit management boards and through regular assessments of the adequacy of the internal control system. Conclusion Based on the above-mentioned systems, the applicable frameworks and the associated reporting structure, we are of the opinion that the risk management and control system has been set up properly and functioned as it should in the year under review. The Group Management Board also believes that the financial statements do not contain any material misstatements. At present there are no indications that the risk management and control system will fail to function properly in 2011. Utrecht, 25 March 2011 Group Management Board Gerard Sanderink Raymond Steenvoorden 51 Strukton Annual Report, 2010

Financial statements Consolidated statement of financial position 53 Consolidated statement of income 54 Consolidated statement of comprehensive income 55 Consolidated statement of changes in equity 56 Consolidated statement of cash flows 57 Notes to the consolidated financial statements 58 Accounting policies 58 Significant estimates and assumptions in the consolidated financial statements 73 Financial risk management 76 1. Property, plant and equipment 78 2. Intangible assets 80 3. Investment property 83 4. Associates 84 5. Other financial assets 85 6. Deferred tax assets and liabilities 86 7. Inventories 87 8. Trade and other receivables 87 9. Construction work in progress 87 10. Cash and cash equivalents 88 11. Total equity 88 12. Subordinated loans 89 13. Long-term liabilities 89 14. Provisions 90 15. Trade and other payables 94 16. Operating income and operational result 94 17. Cost of raw materials, equipment and outsourced work 94 18. Personnel expenses 95 19. Other operating expenses 95 20. Finance income and costs 95 21. Income tax expense 96 22. Workforce 96 23. Financial instruments 97 24. Statement of cash flows 102 25. Commitments and contingencies, and security provided 102 26. Related party transactions 103 27. Events after the reporting period 105 28. Services for concessions and PPPs 105 29. Assets and liabilities held for sale 106 30. Acquisitions 106 31. Joint ventures 106 32. Summary of principal group companies and associates 107 Company statement of financial position 110 Company statement of income 111 Notes to the company financial statements 112 Other information 116 Independent auditor s report 117 52 Strukton Annual Report, 2010

Consolidated statement of financial position (x EUR 1,000) Assets Notes 31-12-2010 31-12-2009* Non-current assets Property, plant and equipment (1) 121,642 131,838 Intangible assets (2) 51,393 90,609 Investment property (3) 4,038 4,154 Associates (4) 31,006 29,148 Other financial assets (5) 194,049 121,544 Deferred tax assets (6) 8,258 5,982 410,386 383,275 Current assets Inventories (7) 23,818 24,594 Trade and other receivables (8) 286,301 333,418 Construction work in progress (9) 110,766 86,095 Current income tax assets 1,074 2,215 Cash and cash equivalents (10) 135,836 115,659 557,795 561,981 Total assets 968,181 945,256 Equity and liabilities Equity Issued capital 2,269 2,269 Share premium reserve 10,000 - Other reserves 169,927 169,197 Retained earnings (15,486) 780 Total equity (11) 166,710 172,246 Non-current liabilities Subordinated loans (12) 8,357 8,357 Long-term liabilities (13) 259,216 212,101 Provisions (14) 14,722 11,652 Deferred tax liabilities (6) 7,060 8,393 289,355 240,503 Current liabilities Trade and other payables (15) 371,165 376,794 Bank overdraft 27,428 17,559 Construction work in progress (9) 106,813 132,503 Current Income tax liability 3,775 705 Provisions (14) 2,935 4,946 512,116 532,507 Total equity and liabilities 968,181 945,256 * Equity has been restated in the comparative figures compared with the 2009 financial statements. The adjustment to the comparative figures is explained in more detail in the general notes. 53 Strukton Annual Report, 2010

Consolidated statement of income (x EUR 1,000) Notes 2010 2009* Revenue (16) 1,437,475 1,368,157 Cost of raw materials, equipment and outsourced work (17) 788,492 761,552 Personnel expenses (18) 375,229 371,694 Other operating expenses (19) 216,151 197,944 Total operating costs 1,379,872 1,331,190 Operational result (EBITDA) (16) 57,603 36,967 Amortisation of intangible assets and depreciation of property, plant and equipment (1)(2) 28,077 26,535 Impairment of intangible assets and property, plant and equipment (1)(2) 35,896 1,635 63,973 28,170 Operating result (EBIT) (6,370) 8,797 Finance income (20) 13,802 6,847 Finance costs (20) 20,086 15,073 (6,284) (8,226) Result of associates (4) 2,637 4,026 Profit before income tax (EBT) (10,017) 4,597 Income tax expense (21) 5,469 3,817 Profit for the period (15,486) 780 Attributable to: Equity holders of the company (15,486) 780 Non-controlling interest - - Profit for the period (15,486) 780 * A number of reclassifications were made in the comparative figures. Those adjustments to the comparative figures are explained in more detail in the general notes. 54 Strukton Annual Report, 2010

Consolidated statement of comprehensive income (x EUR 1,000) Notes 2010 2009 * Profit for the period (15,486) 780 Changes in fair value of derivates for hedge accounting (11) (3,004) (1,468) Exchange rate differences (11) 2,912 3,012 Unrealised results of associates - - Change in actuarial reserve (946) - Other changes 12 14 Income tax on unrealised results 976 (87) Unrealised results (50) 1,471 Total recognised income and expense for the period (15,536) 2,251 Attributable to: Equity holders of the parent company (15,536) 2,251 Non-controlling interest - - * A number of reclassifications were made in the comparative figures. Those adjustments to the comparative figures are explained in more detail in the general notes. 55 Strukton Annual Report, 2010

Consolidated statement of changes in equity (x EUR 1,000) Notes Issued Share Translation Statutory Hedging Actuarial Retained Undistributed Total and paid-up premium reserve reserve of reserves reserves profits earnings equity capital associates As at 1 January 2009 (11) 2,269 - (4,136) 374 (13,231) 16 172,313 14,265 171,870 Adjustment to opening statement of financial position * - - - - - - 4,125-4,125 Appropriation of profit 2008 - - - - - - 14,265 (14,265) - Profit for the period - - - - - - - 780 780 Unrealised results - - 2,550 204 (1,093) (43) (147) - 1,471 Total recognised income and expense for the period - - 2,550 204 (1,093) (43) (147) 780 2,251 Share premium - - - - - - - - - Dividend paid - - - - - - (6,000) - (6,000) As at 31 December 2009 2,269 - (1,586) 578 (14,324) (27) 184,556 780 172,246 As at 1 January 2010 (11) 2,269 - (1,586) 578 (14,324) (27) 184,556 780 172,246 Appropriation of 2009 profit - - - - - - 780 (780) - Profit for the period - - - - - - - (15,486) (15,486) Unrealised results - - 2,866 34 (2,238) (690) (22) - (50) Total recognised income and expense for the period - - 2,866 34 (2,238) (690) (22) (15,486) (15,536) Share premium - 10,000 - - - - - - 10,000 Dividend paid - - - - - - - - - As at 31 December 2010 2,269 10,000 1,280 612 (16,562) (717) 185,314 (15,486) 166,710 * Equity has been restated in the comparative figures compared with the 2009 financial statements. The adjustment to the comparative figures is explained in more detail in the general notes. 56 Strukton Annual Report, 2010

Consolidated statement of cash flows (x EUR 1,000) Notes 2010 2009* Cash flow from operating activities Profit for the period (15,486) 780 Changes without cash flows: Depreciation, amortisation and impairments 63,973 28,170 Ineffectiveness of interest rate swaps (434) - Changes in provisions 174 5,449 Results of associates (2,637) (4,026) 61,076 29,593 Dividend distributed by associates 800 200 Interest income and expense 17,585 8,815 Income tax 5,469 3,817 Interest received 4,633 5,223 Interest paid (19,712) (13,783) Income tax paid (3,891) (11,630) Changes in working capital: Inventories 777 7,751 Receivables 51,608 (8,593) Work in progress (9) (50,325) 12,059 Current liabilities, excluding banks (14,025) 22,621 Cash flow from ordinary activities 38,509 56,853 PPP receivables (76,332) (70,492) Cash flow from operating activities (37,823) (13,639) Cash flow used in investing activities Additions to intangible assets (549) (69) Additions to property, plant and equipment (15,046) (22,307) Acquisitions/disposals of group companies (305) - Acquisitions/disposals of associates - - Disposals of property, plant and equipment, including other changes 4,969 163 Other changes in shares in associates - 27 Decrease/increase in other financial assets 5,086 (3,418) Cash flow used in investing activities (5,845) (25,604) Cash flow from financing activities Subordinated loans taken out - 1,058 Repayment of subordinated loans - - Long-term loans taken out 132,840 77,074 Repayment of long-term loans (88,737) (6,564) Dividend paid - (6,000) Share premium 10,000 - Other changes (829) 2,641 Cash flow from financing activities 53,274 68,209 Recapitulation of cash flow From operating activities (37,823) (13,639) From investing activities (5,845) (25,604) From financing activities 53,274 68,209 Total cash flow 9,606 28,966 Cash and cash equivalents at year-begin 98,100 68,770 Cash and cash equivalents at year-end 108,408 98,100 Translation differences (702) (364) Change in cash and cash equivalents (24) 9,606 28,966 * A number of reclassifications were made in the comparative figures. Those adjustments to the comparative figures are explained in more detail in the general notes. 57 Strukton Annual Report, 2010

Notes to the consolidated financial statements Accounting policies Reporting entity Strukton Groep nv is a holding company that directly or indirectly holds a number of associates collectively known as Strukton. Strukton Groep nv has its registered office in Maarssen and is based in Utrecht. The 2010 consolidated financial statements of the company include the company and its subsidiaries (collectively referred to as the Group ) and the Group s interests in associates and entities over which joint control is exercised. The core activities of Strukton cover the areas of rail infrastructure and information systems, civil infrastructure, construction and property development, technical management and installation technology, and integrated projects. A summary of principal group companies and associates is included in Note 32, showing the companies included in the consolidation. Statements of joint and several liability have been filed for a number of group companies. Until 29 October 2010, all the shares of Strukton Groep nv were held by nv Nederlandse Spoorwegen. On 29 October 2010, all the shares of Strukton Groep nv were acquired by Oranjewoud nv. As at 31 December 2010, Oranjewoud nv held all the shares of Strukton Groep nv. Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use within the European Union (EU -IFRS). The consolidated financial statements were issued on 25 March 2011 by the Group Management Board and will be presented to the General Meeting of Shareholders of 5 April 2011 for adoption. Adjustment of comparative figures Equity was increased by EUR 4.125 million in the comparative figures at the beginning of 2009, owing to adjustments to the net asset value of Construzione Linee Ferroviarie S.p.A. Those adjustments to the net asset value are due to the release of a provision for construction work in progress. Construzione Linee Ferroviarie S.p.A. is a non-consolidated associate based in Italy, in which the Group holds a 40% interest. In addition, a few reclassifications were introduced in the comparative figures, the key ones including: reclassifying results of associates and investments, moving those items from operational result (EBITDA) to results of associates or finance income and costs in the consolidated statement of income; making the income tax component on unrealised profits visible in the statement of comprehensive income; and reclassifying PPP receivables from investment cash flow to operating cash flow in the consolidated statement of cash flows and specifying changes in working capital in more detail. 58 Strukton Annual Report, 2010

Notes to the consolidated financial statements Policies applied for the consolidated financial statements The consolidated financial statements are presented in euros, serving as the company s functional currency. All the financial figures in euros have been rounded to the nearest thousand. The consolidated financial statements are prepared on the basis of historical cost, unless otherwise indicated. The accounting policies set out below have been applied consistently to all the periods presented in these consolidated financial statements, with the exception of the new Standards and Interpretations effective 1 January 2010 and applied as from that date. The changes in question to the accounting policies are set forth on page 70. Strukton Groep nv s financial information has been included in the consolidated financial statements, so that a condensed statement of income has been included in the company financial statements, invoking Section 402 of Book 2 of the Dutch Civil Code (Burgerlijk Wetboek). Basis of consolidation Subsidiaries ( full consolidation) Subsidiaries are those entities controlled by the company. The company is supposed to control an entity when the Group is in the position, directly or indirectly, to determine the financial and operating policy of an entity so as to obtain benefits from the entity s joint venture s activities. The financial statements of the subsidiaries are fully incorporated in the consolidated financial statements as from the date that control commences until the date that control ceases. Joint ventures (proportional consolidation) Joint ventures are those entities of which the Group has joint control with third parties, with this control laid down in an agreement. The consolidated financial statements include the Group s proportionate share in the assets, liabilities, income and expenses of the joint ventures, with items of a similar nature being combined on a line-by-line basis, from the date that joint control commences until the date that joint control ceases. Associates (equity method) Associates are entities in which the Group has significant influence on the financial and operational policy, but which it does not control. The consolidated financial statements include the Group s share in the overall result of non-consolidated investments in accordance with the equity method, after adjustment of the policies in accordance with the Group s policies, from the date that significant influence commences until the date that significant influence ceases. Associates without significant influence Associates without significant influence are stated at fair value. If the fair value cannot be determined reliably, valuation is at cost. Elimination of transactions on consolidation Intra-group balances and any unrealised gains and losses on transactions within the Group or income and expenses from similar transactions are eliminated in the preparation of the consolidated financial statements. Unrealised gains and losses from transactions with associates and entities that come under joint control are eliminated in proportion to the Group s share in the entity. 59 Strukton Annual Report, 2010

Notes to the consolidated financial statements Foreign currency Foreign currency transactions Transactions denominated in foreign currency are translated into euros at the foreign exchange rate applying at the date of transaction. Foreign currency monetary assets and liabilities are translated into euros at the foreign exchange rate applying at the reporting date. Translation gains and losses are taken to the statement of income. Non-monetary assets and liabilities in foreign currency and measured at historical cost are translated at the exchange rate applicable at the transaction date. Financial statements of foreign operations The assets and liabilities of foreign operations are translated into euros at the applicable exchange rate at the reporting date. Exchange differences are taken directly to the translation reserve in equity. Translation differences are transferred to the statement of income upon the full or partial disposal of foreign subsidiaries, joint ventures and associates. Income and expenses of foreign operations are translated into euros at the approximated exchange rate at transaction date. Derivative financial instruments The Group uses interest rate swaps and inflation swaps to hedge interest rate risks and inflation risks arising from group and project financing. The interest rate swaps and inflation swaps are carried at fair value, which is equal to the present value of the expected future cash flows. Hedge accounting is applied with respect to the agreed interest rate swaps and inflation swaps. Changes in the fair value of interest rate swaps and inflation swaps that serve to hedge the interest rate risk and inflation risk arising from future interest rate payments and indexation payments receivable are taken directly to equity to the extent that the hedge can be classified as effective. The deferred amounts in equity are taken to the statement of income as soon as the future interest coupons and hedged future indexation payments are taken to the result. For the portion of which the effectiveness of the hedge cannot be shown, the change in the value is directly taken to the statement of income. When the interest rate swap or inflation swap is sold or terminated, or if the hedge can no longer be shown to be effective, the cumulative gains or cumulative losses at that moment are taken to equity until the basic hedged position is settled. At that moment, the cumulative gains or cumulative losses will immediately be transferred to the statement of income. 60 Strukton Annual Report, 2010

Notes to the consolidated financial statements Property, plant and equipment Recognition and measurement Property, plant and equipment are measured at cost, less cumulative depreciation and impairment losses. The cost of self-constructed assets includes materials and equipment, direct labour and a reasonable proportion of the indirect production overheads and where relevant - the estimated cost of dismantling and removing the asset and restoring the site on which the asset is located. Purchased software that forms an inseparable part of the operation of the related equipment (firmware) is capitalised as part of relevant equipment. When property, plant and equipment consist of components that have different useful lives, these components are accounted for as separate components under property, plant and equipment. Costs after initial recognition The cost of replacing a component of property, plant and equipment is included in the carrying amount of that asset if it is probable that the future economic benefits of the asset in question will accrue to the Group and if the cost of the assets can be reliably determined. The costs of the day-to-day maintenance of property, plant and equipment are charged to the statement of income when incurred. Depreciation Depreciation is charged to the statement of income according to the straight-line method based on the estimated useful life of each component of property, plant and equipment. Every component of an item of property, plant and equipment with a substantial cost in relation to the overall cost of the asset is depreciated separately, except for: land, which is not depreciated (except for paved surface); and assets under construction, which are stated at incurred costs. Depreciation methods, useful lives and residual values are reassessed at the reporting date. Leased assets Group is Lessee Leases pursuant to which the Group assumes virtually all risks and benefits attaching to the property are classified as finance leases. Upon its initial recognition, the leased asset is stated at the lower of fair value and present value of the minimum lease payments. After its initial recognition, the leased asset is recognised in accordance with the applicable policy. Other leases are operating leases whose leased assets are not recognised in the Group s statement of financial position. Intangible assets Goodwill All business combinations are accounted for by applying the purchase method. Goodwill is recognised upon the acquisition of subsidiaries and joint ventures. Goodwill equals the difference between the cost of the acquisition and the fair value of the net identifiable assets and liabilities at the moment of the transaction. Each year, an impairment test is carried out. Negative goodwill from an acquisition is taken directly to the statement of income. 61 Strukton Annual Report, 2010

Notes to the consolidated financial statements Other intangible assets Other intangible assets are intangible assets that have arisen from acquisitions recognised as business combinations (IFRS 3), as well as software, patents and licences. Upon recognising software with both tangible and intangible features, it is determined which of the two features is the most characteristic one. Depending on the result of this determination, the software is classified under property, plant and equipment or under intangible assets. Other intangible assets with finite lives acquired by the Group are stated at cost, less cumulative amortisation and cumulative impairment losses. Expenses after initial recognition Subsequent expenditure on capitalised intangible assets is capitalised only if the future economic benefits contained in the specific assets to which the expenditure relates are increased. All other expenses, including internally generated goodwill and trademarks, are charged to the statement of income when they are incurred. Amortisation Amortisation is charged to the statement of income on a straight-line basis over the estimated useful lives of the intangible assets, with the exception of goodwill and intangible assets arising from an acquisition, from the date of becoming operational. Investment property Recognition and measurement Investment property is property which is held either to earn rental income or for capital appreciation, or for both. Investment property is measured at cost, less cumulative depreciation and impairment losses. Investment property for own use is presented as property, plant and equipment. The fair value of the investment property is disclosed in the notes to the consolidated financial statements. The fair value is based on the market value, being the estimated amount for which a property could be exchanged on the date of valuation between a willing buyer and a willing seller in an arm s length transaction after proper marketing wherein the parties act knowledgeably, prudently and without compulsion. Depreciation of investment property Depreciation is charged to the statement of income according to the straight-line method based on the estimated useful life of each component. Depreciation rates correspond to those of the categories of property, plant and equipment. The method of depreciation, useful life and residual value are reassessed at the reporting date. 62 Strukton Annual Report, 2010

Notes to the consolidated financial statements PPP receivables PPP receivables concern concessions payments still due from public bodies (authorities) in connection with PPP concession projects. PPP receivables are recognised as financial assets. Upon initial recognition in the consolidated financial statements, PPP receivables are stated at fair value and subsequently at amortised cost using the effective interest rate method. The interest rate applied is virtually equal to the interest rate (after hedging) of the associated non-recourse PPP loan. Inventories Inventories are stated at the lower of cost and recoverable amount. The recoverable amount is the estimated selling price in the ordinary course of business, less the estimated costs of completion and cost of selling. The cost of the inventories is based on the average purchase or cost price and includes expenses incurred in acquiring the inventories and the associated costs of purchase. The cost of inventories of finished products includes an appropriate share of the indirect overheads based on normal production capacity. Construction work in progress Construction work in progress concerns the gross amounts to be invoiced for the contract work performed until the reporting date still to be collected from the client. This item is stated at cost plus profit recognised to date, less invoiced instalments and recognised losses. The cost comprises all the expenses directly attributable to specific projects and an allocation of fixed and variable overheads incurred in the Group s contract activities based on normal production capacity. Projects are presented in the statement of financial position as receivables from or payables to the client for the contract. A receivable is created if the amount of the expenses incurred (including the recognised result) exceeds the amount of the invoiced instalments. It constitutes a payable if the amount of the expenses incurred (including the recognised result) is lower than the invoiced instalments. Trade and other receivables Trade and other receivables are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method. Cash and cash equivalents Cash and cash equivalents comprise bank balances, deposits and cash balances. Assets held for sale Non-current assets (or groups of assets and liabilities being sold) of which the carrying amount is expected to be primarily realised through a sales transaction rather than through their continued use, are classified as held for sale. Immediately before this classification, the assets (or the components of a group of assets being sold) are remeasured in accordance with the Group s accounting policies. Subsequently, the assets (or a group of assets to be sold) are stated at the lower of carrying amount and fair value (less cost of selling). 63 Strukton Annual Report, 2010

Notes to the consolidated financial statements An impairment loss on a group of assets for sale is allocated to goodwill in the first instance, and subsequently in proportion to the remaining assets and liabilities. Impairment losses arising from the initial classification are taken to the statement of income. Impairment Financial assets A financial asset is considered to be impaired if there are objective indications that one or more events has had a negative effect on the expected future cash flows of that asset. An impairment loss for a financial asset carried at amortised cost is calculated as the difference between the carrying amount and the present value of the expected future cash flows, discounted at the original effective interest rate. All impairment losses are charged to the statement of income. An impairment loss is reversed if the reversal can be related objectively to an event occurring after the impairment loss was recognised. With respect to financial assets stated at amortised cost, the reversal is added to the statement of income. In the case of the financial asset available for sale being shares, the reversal is taken directly to equity. Non-financial assets The carrying amount of the Group s non-financial assets, except for inventories and deferred tax credits, are reviewed at each reporting date to determine whether there is any indication of impairment. If there are such indications, an estimate is made of the recoverable amount of the asset in question. For goodwill and intangible assets that have infinite useful lives, or that are not yet operational, an estimate of the recoverable amount is made at each reporting date. An impairment loss is recognised if the carrying amount of an asset or the cash generating unit to which it belongs exceeds the recoverable amount. Impairment losses are taken to the statement of income. The recoverable amount of an asset or a cash generating unit equals the higher of the value in use and the fair value net of selling costs. In assessing the value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects both the current market assessments of the time value of money and the specific risks with respect to the asset. Impairment losses on goodwill (with the exception of goodwill with respect to associates) are not reversed. For other assets, impairment losses recognised in prior years are assessed at each reporting date for indications that the loss may have decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. 64 Strukton Annual Report, 2010

Notes to the consolidated financial statements Equity attributable to equity holders of the company Reserves The reserves comprise share premium, a translation reserve, a statutory reserve for associates, a hedging reserve and an actuarial reserve. The share premium is a reserve that has arisen on the basis of additional capital contributions by the shareholder. The translation reserve covers all the gains and losses from the translation of the Group s net investments in foreign subsidiaries. The statutory reserve for associates consists of undistributed results of associates, the distribution of which is bound by restrictions. The hedging reserve comprises the cumulative change in the fair value of hedging instruments related to hedged transactions that have not yet occurred or the hedged position that has not yet terminated. An actuarial reserve is formed for the cumulative change in the fair value of pension commitments resulting from changes in the actuarial assumptions. Retained earnings This item concerns the cumulative results from prior financial years net of the dividends paid. Subordinated loans A loan is classified as a subordinated loan if subordinated to all the other recognised loans. Upon initial recognition in the financial statements, subordinated loans are stated at fair value (net of transaction costs) and subsequently at amortised cost using the effective interest rate method. Long-term liabilities Long-term liabilities concern liabilities for financing real estate projects, financing publicprivate partnerships, bank credit facilities, financial derivatives (non-current portion) and other long-term liabilities. Liabilities for financing property projects, financing public-private partnerships, bank credit facilities and other long-term liabilities Upon initial recognition in the consolidated financial statements, liabilities for financing property projects, financing public-private partnership projects, bank credit facilities, and other long-term liabilities are stated at fair value (net of transaction costs) and subsequently at amortised cost using the effective interest rate method. Provisions A provision is formed in the statement of financial position if the Group has a legal or constructive obligation as a result of an event in the past and of which a reliable estimate can be made, and it is probable that, to settle the obligation, an outflow of resources will be required. Provisions are determined by discounting the estimated future cash flows. The applied discount rate reflects the current market assessments of the time value of money and the risks specific to the obligation. 65 Strukton Annual Report, 2010

Notes to the consolidated financial statements Restructuring provisions A restructuring provision is formed if a detailed formal restructuring plan has been approved and those who will be affected have valid expectations that the restructuring will be effected by starting with the implementation of the plan or that the main features of the plan have been announced to those affected. Employee benefits a. Defined contribution plans For defined contribution plans, the Group pays contributions on a mandatory, contractual or voluntary basis to pension funds or insurance companies. Apart from paying contributions, the Group has no other liabilities. Obligations for contributions to defined contribution pension plans are recognised as an expense in the statements of income when the contributions are due. b. Defined benefit plans Defined benefit plans are post-employment benefit plans other than defined contribution plans. The Group s net obligation for defined benefit plans is calculated separately for each plan by estimating the amount of future entitlements that employees have accrued in return for their services in the current and prior periods. These entitlements are discounted to determine the present value, and the fair value of the plan assets deducted from this. The yield at the reporting date of gilt-edged corporate bonds of which the term approaches that of the Group s obligations serves as the discount rate. The calculation is made by an accredited actuary in accordance with the projected unit credit method. This method takes account of future salary increases as a result of employees career opportunities and general wage trends, including adjustments for inflation. When entitlements under a plan are improved, the portion of the improved entitlements relating to past service by employees is recognised as an expense in the statement of income on a straight-line basis over the average period until the entitlements vest. To the extent that the entitlements vest immediately, the expense is recognised immediately in the statement of income. The Group takes actuarial gains and losses with respect to defined benefit plans directly to unrealised results. When the plan assets exceed the obligations, the recognition of the assets is limited to the net total of any unrecognised past service pension costs and the present value of any currently available future refunds from the fund or lower future pension premiums. c. Other non-current employee benefits The Group s net obligation for long-term employee benefits, other than pension plans, is the amount of future entitlements, such as jubilee benefits, bonuses and gratuities, that employees have accrued in return for their service in the current and prior periods. The liability is calculated using the projected unit credit method and is discounted to the present value. The discount rate is the yield at the reporting date of gilt-edged corporate bonds of which the term approaches that of the Group s obligations. Any actuarial gains or losses are recognised in the statement of income in the period in which they occur. Guarantee commitments A guarantee provision is recognised if the underlying products or services have been sold and delivered. This provision is formed for the costs that will have to be incurred to rectify deficiencies that become evident after the delivery, yet during the guarantee period. The provision is based on the best estimate for the cash outflow. 66 Strukton Annual Report, 2010

Notes to the consolidated financial statements Other provisions The other provisions comprise provisions for specific guarantees issued when associates are sold, risks of legal proceedings against Strukton Groep nv and/or its operating companies, redundancy arrangements and other relatively minor risks. Trade and other payables, amounts payable to credit institutions and income tax payable Trade and other payables, and amounts payable to credit institutions are initially recognised at fair value and subsequently at amortised cost using the effective interest rate method. Any income tax payable is recognised at face value. Revenue Projects for third parties Revenues and costs are recognised in the statement of income in proportion to the stage of completion of the contract with reference to a reliable estimate of the outcome of the relevant project in progress. Revenue comprises the amount agreed in the contract, variations in the work due to changes in the agreement, claims and performance bonuses to the extent that it is probable that these will generate income and can be reliably determined. The interest charges attributed to a project are part of the costs. The stage of completion is assessed by reference to the ratio of the recognised costs to the total expected costs. If the outcome of a project cannot be estimated reliably, income is only recognised to the extent that the contract expenses in all probability can be recovered. Expected losses on projects are taken directly to the statement of income. Service and maintenance contracts Revenues from service and maintenance contracts are recognised in the statement of income in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed. Revenue from sale of goods from inventories The sale of goods from inventories primarily pertains to the sale of prefabricated concrete applications. Revenue from the sale of inventories is recognised in the statement of income when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration due is likely, the associated costs or possible returns of goods can be estimated reliably and when there is no ongoing management interest in the goods. Concessions During the operational phase, revenues from concession management comprises: the fair value of the provision of the contractually agreed services; the interest income related to the investment in the project. Revenue is recognised as soon as the related services are provided. Interest is recognised as income in the period to which it relates. 67 Strukton Annual Report, 2010

Notes to the consolidated financial statements Other Other revenue includes transaction results of associates interests, property transaction results and property, plant and equipment transaction results. Transaction results are recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is likely, the associated costs can be estimated reliably and there is no ongoing management involvement in the relevant assets anymore. Expenses Lease payments under operating leases Payments made under operating leases are recognised in the statement of income on a straightline basis over the term of the lease. Public-private partnerships (concessions) The proposal costs for public-private partnerships are charged to the statement of income until the moment at which it is likely that the contract will be awarded. As from the moment at which it is likely that the contract will be awarded, these costs are capitalised. In practice, the moment at which it is likely that the contract will be awarded will generally coincide with the moment of preferred bidder. If at the time of Financial Close a (preliminary) design is delivered, this can be recognised as income less the capitalised costs. This income has been agreed between the contracting parties and represents the fair value. Finance income and costs Finance income and costs comprises interest receivable on invested funds, exchange rate gains, gains on hedging instruments that are recognised in the statement of income and returns on investments. Returns on investments are recognised when the right to payment vests. Finance expenses comprise interest payable on borrowings, interest added to provisions, exchange rate losses, impairment losses on financial assets and losses on hedging instruments that are recognised in the statement of income. Finance income and costs that are directly attributable to the acquisition, construction or production of a qualifying asset are recognised as components of the cost of that asset in the period during which the asset is in production. Operating segments The Group does not apply IFRS 8, Operating Segments. Government grants Government grants are recognised if there is reasonable certainty that the entity will comply with the conditions attached to them and that the grants will be received. Government grants are deducted from the associated costs. 68 Strukton Annual Report, 2010

Notes to the consolidated financial statements Income tax Income tax comprises current and deferred income tax. Income tax is recognised in the statement of income, except to the extent that it concerns items stated directly in equity, in which case the tax is recognised in equity. Current income tax liability for the financial year and losses carried forward and back is the tax expected to be paid on taxable income for the financial year, based on tax rates enacted or substantively enacted at the reporting date, and any adjustments to tax payable for prior years. Deferred tax liabilities are recognised using the balance sheet liability method, with a provision formed for temporary differences between the carrying amounts of assets and liabilities for financial accounting purposes and the amounts used for taxation purposes. Deferred tax liabilities are not recognised for the following temporary differences: the initial recognition of goodwill, initial recognition of assets and liabilities in a transaction that does not involve a business combination and that affects neither the accounting nor the taxable profit, and differences relating to investments in subsidiaries and entities over which joint control is exercised to the extent that they are unlikely to be settled in the foreseeable future. Deferred tax liabilities are measured using tax rates expected to apply when the temporary differences are reversed, based on legislation enacted or substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available for the realisation of the temporary difference. At each reporting date, deferred tax assets are reviewed and reduced to the extent that it is no longer probable that the corresponding tax benefit will be realised. Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the related dividend. Until 29 October 2010, Strukton Groep nv, with the majority of its wholly-owned Dutch subsidiaries, formed part of the fiscal unit of nv Nederlandse Spoorwegen. On the grounds of this fiscal unit, the company was jointly and severally liable for the tax debt of the fiscal unit until 29 October 2010. Strukton Groep nv has filed a request with the Dutch tax authorities to include the majority of its wholly-owned Dutch subsidiaries in a new fiscal unit effective 29 October 2010. Discontinued operations Discontinued operations are part of the Group s activities which represent an important separate activity or a separate important geographical business area that is sold or held for sale, or a subsidiary that was acquired with the sole aim of reselling it. Discontinued operations are qualified as such upon disposal or as soon as the business activity satisfies the criteria for classification as held for sale. When an activity is classified as discontinued, the comparative figures in the statement of income are restated as if the activity had been discontinued at the beginning of the comparative period. 69 Strukton Annual Report, 2010

Notes to the consolidated financial statements Changes in accounting policies IFRS improvements In April 2009, the IASB published a second set of amendments to the Standards, mainly with a view to removing inconsistencies and providing clarification. Different transitional provisions apply to each individual Standard. The amendments and improvements relate to the following Standards. IFRS 2 Share-Based Payment IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations IFRS 8 Operating Segments IAS 1 Presentation of Financial Statements IAS 7 Statements of Cash Flows IAS 17 Leases IAS 18 Revenue IAS 36 Impairment of Assets IAS 38 Intangible Assets IAS 39 Financial Instruments: Recognition and Measurement IFRIC 9 Reassessment of Embedded Derivatives IFRIC 16 Hedges of a Net Investment in a Foreign Operation Amendments to the Standards listed above ensuing from improvements did not impact the Group s accounting policies, results and financial position. New Standards and Interpretations (IAS/IFRS) Effective 1 January 2010, the following Standards changed. Effective 1 January 2010, the Group has applied IFRS 3, Business Combinations (2008). The revised IFRS 3 includes changes in the measurement of contingent consideration and in the measurement of non-controlling interests in the acquiree. In addition, on the basis of the revised Standard, the transaction costs should be charged to the result during the period in which they were incurred. The revised Standard also contains a broader definition of company, as a result of which more acquisitions are expected to be recognised as business combinations. The changed Standard did not impact the 2010 financial statements, as no acquisitions were made in 2010 and the revised IFRS 3 is applied prospectively and, therefore, did not impact prior periods. Effective 1 January 2010, the Group has applied IAS 27, Consolidated and Separate Financial Statements (2008) upon the acquisition of non-controlling interests. The revised IAS 27 stipulates that changes in the Group s ownership interests in a subsidiary, with control being maintained, be accounted for as transactions with minority shareholders. When the Group no longer controls a subsidiary, any remaining interest in the former subsidiary is stated at fair value, with the associated gains or losses being taken to the statement of income. The changes in IAS 27, which took effect in 2010 for the Group s financial statements, did not impact the financial statements 2010, as ownership interests in the subsidiary were not changed. In 2010, in the light of the amendments to IAS 36 and the related segment reporting, the level at which goodwill is allocated and tested was amended. This has resulted in the allocation of all of the goodwill and all the intangible assets arising from the acquisition of Worksphere to the Worksphere operating segment. For further details, see Note 2 to the consolidated financial statements. 70 Strukton Annual Report, 2010

Notes to the consolidated financial statements IAS 39, Financial Instruments: Recognition and Measurement To be eligible for hedge accounting, the identified risks and designated components must be separately identifiable components of the financial instrument and it must be possible to reliably determine changes in cash flows or fair value of the entire financial instrument ensuing from changes in the identified risks and designated components. This amendment to IAS 39 did not result in changed insights as to the application of hedge accounting and, therefore, in changes to the Group s consolidated financial statements. IFRIC 16, Hedges of a Net Investment in a Foreign Operation This Interpretation provides instructions on the recognition of hedges of a net investment. The following issues are specifically addressed. The currency risks eligible for hedge accounting in hedging a net investment The level within the Group at which hedging instruments can be held in hedging a net investment The way in which an entity should determine the amount of a translation gain or loss, both regarding the net investment and regarding the hedging instrument recycled upon the disposal of the net investment The application of this IFRIC does not impact the Group s financial position and results. New Standards and Interpretations not yet applied The following Standards and Interpretations not yet effective in 2010 were not applied to these financial statements. IFRS 9, Financial Instruments IFRS 9 applies to financial statements starting on or after 1 January 2013. IFRS 9 addresses the classification and measurement of financial assets. The publication of IFRS 9 represents the completion of the first phase of the 3-phase project to replace IAS 39, Financial Instruments: Recognition and Measurement. Strukton Groep nv is currently investigating the consequences of IFRS 9 for the Group s consolidated financial statements. IAS 24 (revised), Related Party Disclosures IAS 24 (revised) applies to annual periods starting on or after 1 January 2011. The revised Standard simplifies the disclosure requirements for government-related entities by a partial exemption for government-related entities and clarifies the definition of related party. The change is not expected to impact the Group s consolidated financial statements. IFRS amendments The IASB issued amendments to IFRS mainly with a view to removing inconsistencies and providing clarification. Those amendments apply effective 1 July 2010 or 1 January 2011. The following amendments may impact the Group s consolidated financial statements. IFRS 3 Business Combinations; IFRS 7 Financial Instruments: Disclosures; IAS 1 Presentation of Financial Statements; IAS 27 Consolidated and Separate Financial Statements. Strukton Groep nv does not expect its results and financial position to be impacted due to the amendments. 71 Strukton Annual Report, 2010

Notes to the consolidated financial statements Policies for the consolidated statement of cash flows The statement of cash flows is drawn up according to the indirect method. The inventories, receivables, debts, provisions, and debts to credit institutions included in acquisitions are incorporated in the statement of cash flows under investing activities. Income on the basis of interest, dividends and income taxes are included in the cash flow from operating activities. Transactions that do not involve cash exchanges are not included in the statement of cash flows. Immediately due and payable bank debts forming an integral part of the company s cash management system are recognised as cash and cash equivalents in the statement of cash flows. 72 Strukton Annual Report, 2010

Significant estimates and assumptions in the consolidated financial statements The preparation of the consolidated financial statements requires the management to make judgements, estimates and assumptions that influence the application of the policies and the reported values of assets and liabilities and of income and expenses. The estimates and corresponding assumptions are based on experiences from the past and various other factors that could be considered reasonable under the circumstances. The actual outcomes may differ from these estimates. The estimates and the underlying assumptions are constantly assessed. Revisions of estimates are recognised in the period in which the estimate is revised or in future periods if the revision has consequences for these periods. The most important elements of the estimation uncertainties are listed below. Project revenue recognition As soon as the outcome of a project can be estimated reliably, income and expenses are recognised in the statement of income in proportion to the stage of completion of the contract. The stage of completion is assessed by reference to the ratio of the recognised costs to the total expected costs. Loss provisions on projects are recognised if it is likely that the costs will exceed the revenues of a project. For each project, the project leader and the management assess this on a regular basis. This assessment is based on the project accounting, the project monitoring system, project files and the knowledge and experience of those involved. Using estimates is an inherent part of this process. Especially long-term projects run the risk of reality differing from the estimates. The past has shown that the assessments on which the project provisions are based are generally sufficiently reliable. Performance bonuses and claims on projects Bonuses on projects are recognised if projects have made sufficient progress, the amount of the bonus can be reliably determined and it is probable that specified performance standards will be met or that they will be exceeded. Claims are recognised if negotiations between parties have advanced such that it is probable that the opposite party will accept the claim and the amount of the claim can be determined reliably. 73 Strukton Annual Report, 2010

Notes to the consolidated financial statements Restructuring provision The recognised restructuring provision is based on a detailed formal restructuring plan. A restructuring provision is only recognised if a reliable estimate can be made. Guarantee commitments The provision for guarantee commitments is based on specific claims, with the possible outcomes being weighed on the basis of the probability that they will indeed occur. Provision for bad debts The provision for bad debts is calculated statistically based on an individual assessment of the outstanding receivables, with an objective estimate being made of the risk of uncollectibility of each of the receivables. This estimate is based on historical experiences, information about the relevant debtor among those involved, correspondence, etc. Defined benefit plans and employee benefits The most important actuarial principles at the basis of the recognised pension commitments and other employee benefits are included in the notes to the relevant items. Investment property The main principles for determining any impairment losses of the investment property are included in the notes to this item. Intangible assets Goodwill is subject to annual impairment tests. In accordance with the business plan agreed for the next five years, the expected cash flows of each business unit are considered. With reference to a representative peer group for each business unit, a weighted average cost of capital (WACC) is calculated. The expected cash flows and the WACC form the basis of the discounted cash flow method for testing the goodwill. The Group has developed a standard method for this. 74 Strukton Annual Report, 2010

Notes to the consolidated financial statements Impairment In order to ascertain whether assets are impaired it is necessary to make an estimate of the recoverable amount. The recoverable amount of an asset or a cash generating unit equals the higher of the value in use and the fair value net of cost of selling. If possible, the fair value net of cost of selling is calculated on the basis of a binding sales contract in an arm s length and objective transaction between independent parties. If there is no binding sales contract, but the asset is traded on an active market, the fair value net of cost of selling is equal to the market price of the asset net of cost of selling. If there is neither a binding sales contract nor an active market for an asset, the fair value net of cost of selling is based on the best information available to agree a price that could be achieved at reporting date from the sale of the asset in a transaction between properly informed, willing and independent parties, net of the cost of selling. When calculating this value, account is taken of the results of recent transactions involving similar assets in the same business sector. In assessing the value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects both the current market interest rate and the risks specific to the asset. The cash flow forecasts are based on reasonable and substantiated assumptions representing the best estimates by the management of the economic circumstances that will exist during the residual useful life of the asset. 75 Strukton Annual Report, 2010

Financial risk management The Group pursues a strict policy focused on mitigating and managing present and future risks as best as possible and minimising the finance costs. This is achieved by general control measures such as internal procedures and instructions and specific measures focused on managing defined risks. The financial risks facing the Group primarily concern credit risks, interest rate risks, currency risks, liquidity risks and inflation risks. The risk of fluctuations in currency rates and interest rates is hedged with the aid of various derivatives, with risks faced by the primary financial instruments being transferred to other contract parties. Interest rate and currency risks are predominantly managed centrally. Credit risk The majority of clients consist of public organisations (public authorities), as a result of which the credit risk is minimal. In the case of delivery to commercial clients at values higher than a specific amount, the credit risk is also included in assessment of the contract. Moreover, projects are invoiced (in advance) as they progress. The available cash has been transferred to creditworthy banks. Interest rate risk Variable interest credits are exposed to changes in cash flows due to interest rate changes. The Group s policy is intended to conclude interest-bearing long-term liabilities at a fixed rate. Interest rate swaps are agreed to this end. The interest rate risk with respect to the financing of the long-term PPP projects is always hedged using interest rate swaps. Currency risk The bulk of the Group s operations take place in the euro zone. Incidental foreign currency positions are hedged with forward exchange contracts. The foreign currency risk in respect of the equity of foreign subsidiaries and long-term loans granted to such subsidiaries, the so-called translation risk, is not hedged. Liquidity risk The liquidity risk is the risk that the Group is unable to meet its financial obligations when required. The principles underlying cash management are that the liquidity margin is sufficient to be able to meet current and future financial obligations, under normal and special circumstances, without any unacceptable losses being sustained or the Group s reputation being jeopardised. Progressive cash flow forecasts are used to establish whether sufficient cash is available. In the 76 Strukton Annual Report, 2010

Notes to the consolidated financial statements event of long-term contracts, clients are commonly requested to pay in instalments to finance project costs. The liquidity margin is guaranteed by the EUR 110.0 million committed facility raised in 2010 (2009: 276.0 million). This facility consists of a long-term loan of EUR 60.0 million and a current account overdraft facility of EUR 50.0 million (2009: EUR 50.0 million). In addition, an additional current account overdraft facility of EUR 10.0 million was concluded. Of those current account overdraft facilities, EUR 27.4 million was drawn (2009: nil). EUR 60.0 million was drawn under the long-term loan. On the acquisition date (29 October 2010), Oranjewoud nv made a share premium payment of EUR 10.0 million. As at year-end 2010, the Group had EUR 135.8 million in cash. Financial covenants apply to the committed financing facilities referred to above. As at 31 December 2010, the Group complied with those financial covenants. The new committed facility brought about in 2010 was concluded by Oranjewoud nv on the acquisition date (29 October 2010). Security was provided to the banks in respect of the creation of the facility. This means that the majority of the Group s assets (at least 55%) have been pledged to the banks that provided the committed facility. In addition, the shares of operating companies Strukton Worksphere bv and Strukton Rail bv were provided to those banks as security. Inflation risk Long-term contracts usually contain indexations to the client. The inflation risk is hedged incidentally by means of an inflation swap. Capital management The policies of the Group Management Board focus on maintaining a strong financial position so as to retain the trust of clients, creditors and the markets, and to secure the business operations future development. Capital consists of issued and paid-up capital, retained earnings, share premium, the hedging reserve, the translation reserve, the statutory participating-interest reserve and an actuarial reserve. Management seeks to achieve a solvency ratio of at least 20%, excluding the PPP projects. In 2010, the solvency ratio, excluding the PPP projects, was 23.1% (2009: 22.1%). 77 Strukton Annual Report, 2010

Notes to the consolidated financial statements (x EUR 1,000) 1. Property, plant and equipment Land Buildings Plant and Other Assets under Total machinery equipment construction As at 1 January 2009 Cost 6,026 48,825 217,098 16,667 11,232 299,848 Cumulative depreciation and impairment 295 20,212 133,082 11,813-165,402 Carrying amount 5,731 28,613 84,016 4,854 11,232 134,446 2009 Carrying amount as at 1 January 5,731 28,613 84,016 4,854 11,232 134,446 Consolidated through business combinations - - - - - - Investments 500 1,448 19,063 2,419 (5,109) 18,321 Disposals - - 542 86-628 Impairment - - - - - - Depreciation 20 1,463 17,536 1,656-20,675 Exchange rate differences - 2 695-22 719 Deconsolidation - - - - - - Other changes - 58 (137) 38 (304) (345) Carrying amount as at 31 December 6,211 28,658 85,559 5,569 5,841 131,838 As at 31 December 2009 Cost 6,526 50,213 225,962 18,632 5,841 307,174 Cumulative depreciation and impairment 315 21,555 140,403 13,063-175,336 Carrying amount 6,211 28,658 85,559 5,569 5,841 131,838 2010 Carrying amount as at 1 January 6,211 28,658 85,559 5,569 5,841 131,838 Consolidated through business combinations - - - - - - Investments 132 64 12,065 3,508 944 16,713 Disposals - 86 4,238 338-4,662 Impairment 350 - - - - 350 Depreciation 24 2,048 19,008 1,390-22,470 Exchange rate differences - - 849-31 880 Deconsolidation - - - - - - Other changes (4) - (275) (28) - (307) Carrying amount as at 31 December 5,965 26,588 74,952 7,321 6,816 121,642 As at 31 December 2010 Cost 6,654 49,637 211,387 21,056 6,816 295,550 Cumulative depreciation and impairment 689 23,049 136,435 13,735-173,908 Carrying amount 5,965 26,588 74,952 7,321 6,816 121,642 Plant and machinery includes: plant and machinery used for production; equipment used for carrying out contracts; and/or office equipment, computer equipment, telephone equipment, etc. 78 Strukton Annual Report, 2010

The assets under construction item consists primarily of instalments for the acquisition of equipment that is not yet operational. Property, plant and equipment financed on the basis of finance leases have a carrying amount of EUR 3.4 million and pertain to plant and machinery. The payment obligations associated with the leases are recognised under the short-term liabilities and long-term liabilities item. Strukton Groep nv is not the legal owner of the assets. The majority of property, plant and equipment items have been provided as security for the benefit of banks and/or other lenders, within the context of the banks' new committed facility. In addition, mortgage interests of EUR 4.7 million (2009: EUR 2.4 million) have specifically been provided as security. Depreciation periods are based on the expected useful lives of the assets. Foundations/carcassing/other 50 years Roofs/heating/ventilation 15 years Casings/exterior walls/gas/electricity/lifts 25 years Plant and machinery 5 years Other equipment 5 years 79 Strukton Annual Report, 2010

2. Intangible assets Goodwill Other Totaal intangible assets As at 1 January 2009 Cost 78,167 47,979 126,146 Cumulative amortisation and impairment 14,909 15,174 30,083 Carrying amount 63,258 32,805 96,063 2009 Carrying amount as at 1 January 63,258 32,805 96,063 Consolidated through business combinations - - - Investments - 69 69 Disposals - - - Impairment 1,430 205 1,635 Depreciation - 5,788 5,788 Exchange rate differences 1,900-1,900 Other changes - - - Carrying amount as at 31 December 63,728 26,881 90,609 As at 31 December 2009 Cost 80,067 48,048 128,115 Cumulative amortisation and impairment 16,339 21,167 37,506 Carrying amount 63,728 26,881 90,609 2010 Carrying amount as at 1 January 63,728 26,881 90,609 Consolidated through business combinations - - - Investments - 549 549 Disposals - - - Impairment 28,615 6,931 35,546 Depreciation - 5,555 5,555 Exchange rate differences 1,336-1,336 Other changes - - - Carrying amount as at 31 December 36,449 14,944 51,393 As at 31 December 2010 Cost 81,403 48,597 130,000 Cumulative amortisation and impairment 44,954 33,653 78,607 Carrying amount 36,449 14,944 51,393 80 Strukton Annual Report, 2010

Amortisation of the majority of the intangible assets will be in one to five years. The impairment of the other intangible assets of EUR 6.9 million pertains to the Worksphere operating segment. Given the changing market conditions, future cash flows generated by intangible assets are expected to be below carrying amounts. Therefore, apart from the regular write-downs on the intangible assets, the Group recognised an impairment of the intangible assets of the Worksphere operating segment. The increase in goodwill of Rail AB in Sweden was caused by an increase in the exchange rate of the Swedish krona, in particular. The Group measures its intangible assets in accordance with IAS 38 and IFRS 3. In accordance with IAS 36, the Group performs an impairment test on capitalised goodwill at cash flow generating units. The discounted cash flow method is applied, assuming infinite useful lives, stabilisation and limited growth in sub-segments. The business plans used are exclusive of acquisitions. Cash flows are based on the business plans drawn up by the relevant unit for a period of five years. For each cash generating unit, a discount rate (weighted average cost of capital (WACC) ) has been determined with reference to a representative peer group. The forecast takes account of cash flows after tax. The cash flows have been discounted at a net WACC (WACC after tax). In accordance with IAS 36.44, the forecast years do not take account of expansion investments. The goodwill that has arisen for the Worksphere business combination acquired in 2006 has been allocated to the Group as a cash generating unit on the basis of the purchase price allocation, given the synergies to be expected in the Group as a whole. Owing to the amendment to IAS 36, such goodwill has been allocated to the operating segment effective 2010. Goodwill per cash generating unit Country 2010 2009 Worksphere Netherlands 20,999 44,437 Rail AB Sweden 5,383 4,720 Rail AS Norway 6,084 10,588 Colijn Netherlands 3,830 3,830 Grondbank Netherlands 153 153 36,449 63,728 81 Strukton Annual Report, 2010

The main assumptions and the method of quantifying each cash generating unit are the following: Worksphere The test was performed on future cash flows in the Netherlands. The cash flows are discounted at a net WACC of 10.5%. Further growth was assumed for the business plan period. No limited growth was included in the residual value period. Revenue of EUR 267 million is expected at the end of the business plan period. The calculated recoverable amount is lower than the carrying amount of the company including the recognised goodwill. Therefore, the Group recognised a goodwill impairment for Worksphere in this financial year of EUR 23.4 million. In the event of the WACC rising by 1% and the other variables staying the same, the recoverable amount will drop below the carrying amount by EUR 2.6 million. Rail AB (Sweden) The test was performed on future cash flows in Sweden. The cash flows are discounted at a net WACC of 11.45%. Further growth was assumed for the business plan period. No further growth was included in the residual value period. Revenue of EUR 167 million is expected at the end of the business plan period. The calculated recoverable amount exceeds the carrying amount of the company including the recognised goodwill. Therefore, the Group did not recognise any goodwill impairment for Rail AB in this financial year. In the event of any unlikely change in key variables, no impairment will arise. Rail AS (Norway) The test was performed on future cash flows in Norway. The cash flows are discounted at a net WACC of 11.45%. Further growth was assumed for the business plan period. No further growth was included in the residual value period. Revenue of EUR 94 million is expected at the end of the business plan period. The calculated recoverable amount is lower than the carrying amount of the company including the recognised goodwill. Therefore, the Group recognised a goodwill impairment for Rail AS in this financial year of EUR 5.2 million. In the event of the WACC rising by 1% and the other variables staying the same, the recoverable amount will drop below the carrying amount by EUR 1.5 million. Colijn/Grondbank The test was performed on future cash flows. The cash flows are discounted at a net WACC of 12.5%. Further growth was assumed for the business plan period. No further growth was included in the residual value period. The calculated recoverable amount is higher than the carrying amount of the company including the recognised goodwill. Therefore, the Group did not recognise any goodwill impairment for Colijn and Grondbank in this financial year. In the event of any unlikely change in key variables, no impairment will arise. 82 Strukton Annual Report, 2010

3. Investment property 2010 2009 As at 1 January Cost 11,622 7,543 Cumulative amortisation and impairment 7,468 7,396 Carrying amount 4,154 147 Changes in financial year Carrying amount as at 1 January 4,154 147 Consolidated through business combinations - - Investments 52 4,101 Disposals 23 22 Impairment - - Depreciation 52 72 Exchange rate differences - - Deconsolidation 93 - Other changes - - Carrying amount as at 31 December 4,038 4,154 As at 31 December Cost 4,038 11,622 Cumulative amortisation and impairment - 7,468 Carrying amount 4,038 4,154 The fair value of investment property as at 31 December 2010 was EUR 4.0 million (2009: EUR 4.2 million). The value was determined in an independent manner by calling in recognised experts. Investment property is operated by a joint venture in which the Group holds a 50% interest. The Group receives EUR 0.06 million annually for operating the property. On 23 December 2010, the Group reached agreement on the sale of shares and assets and liabilities of a property project in Ghent, Belgium. The carrying amount of this property project was nil. The gain on the transaction (EUR 3.9 million) was recognised under other revenue. Depreciation periods are based on the expected useful lives of the assets. Foundations/carcassing/other 50 years Roofs/heating/ventilation 15 years Casings/exterior walls/gas/electricity/lifts 25 years 83 Strukton Annual Report, 2010

4. Associates The Group has investments in (unlisted) associates. In 2010, the Group had a 40% interest in Construzione Linee Ferroviarie S.p.A. in Bologna, Italy (2009: 40%). In addition, the Group has interests in a number of small companies. Assets Obligations Balance Revenue Result 2009 Construzione Linee Ferroviarie S.p.A. 50,825 23,181 27,644 43,440 3,858 Other - - 1,504-168 29,148 4,026 2010 Construzione Linee Ferroviarie S.p.A. 50,125 20,666 29,459 45,510 2,614 Other - - 1,547-23 31,006 2,637 A statutory reserve is kept at Construzione Linee Ferroviarie S.p.A. In view of the 40% interest, this reserve amounted to EUR 0.3 million in 2010 (2009: EUR 0.2 million). The comparative figures in 2009 have been restated. The assets of Construzione Linee Ferroviarie S.p.A. were increased by EUR 4.1 million; see the section entitled Adjustment of comparative figures in the accounting policies. 84 Strukton Annual Report, 2010

5. Other financial assets Non-current PPP Investments Financial Total receivables receivables derivatives As at 1 January 2009 21,287 19,904 5,494 949 47,634 Investments - 66,849 291-67,140 Disposals - - - - - Consolidated through business combinations - - - - - Loans extended 5,386 - - - 5,386 Repayment of loans 2,575 - - - 2,575 Exchange rate differences - - - - - Deconsolidation - - - - - Discounting other investments - 3,643 - - 3,643 Change in fair value - - - (743) (743) Other changes 1,059 - - - 1,059 As at 31 December 2009 25,157 90,396 5,785 206 121,544 As at 1 January 2010 25,157 90,396 5,785 206 121,544 Investments - 67,132 - - 67,132 Disposals - - - - - Consolidated through business combinations - - - - - Loans extended 3,495 - - - 3,495 Repayment of loans 8,308 - - - 8,308 Exchange rate differences - - - - - Deconsolidation - - - - - Discounting other investments - 9,199 - - 9,199 Change in fair value - - - 1,292 1,292 Other changes (12) - (293) - (305) As at 31 December 2010 20,332 166,727 5,492 1,498 194,049 The PPP receivables concern payment due under concession agreements in the Netherlands. In 2010, this receivable increased by EUR 76.3 million, EUR 9.2 million of which (2009: EUR 3.6 million) was due to interest on the long-term receivable. The terms of the various PPP receivables come to approximately 25 years. Most have terms of more than five years. The interest rate for these PPP receivables on average amounts to approximately 5% (2009: 5%). Long-term receivables includes EUR 8.7 million for subordinated loans from the shareholders of special purpose companies by the special purpose companies which perform the PPP projects (2009: EUR 8.3 million). The increase in financial derivates is primarily caused by the change in fair value of the inflation swap. In addition, the fair value of a swaption was added in 2010 (2009: nil). Investments include the interests in Voestalpine Railpro bv (10%), Delfluent bv (5%) and Safire bv (5%). 85 Strukton Annual Report, 2010

6. Deferred tax assets and liabilities The deferred tax assets and liabilities can be specified as follows: Assests Liabilities Balance 2010 2009 2010 2009 2010 2009 Property, plant and equipment - - 2,472 735 (2,472) (735) Intangible assets - - 3,536 6,685 (3,536) (6,685) Construction work in progress - - 339 569 (339) (569) Financial derivatives 5,904 5,226 367 52 5,537 5,174 Value for tax purposes of recognised losses carried forward 1,810 435 - - 1,810 435 Jubilee obligation 153 - - - 153 - Other 391 321 346 352 45 (31) Total 8,258 5,982 7,060 8,393 1,198 (2,411) Changes in the balance of deferred tax assets and liabilities for 2009 can be specified as follows: Balance as at Recognised Recognised in Other Balance as at 01-01-09 in tax unrealised changes 31-12-09 burden 2009 results Property, plant and equipment (735) - - - (735) Intangible assets (8,043) 1,358 - - (6,685) Construction work in progress (569) - - - (569) Financial derivatives 4,671 128 375-5,174 Other (519) 488 - - (31) Total (5,195) 1,974 375 - (2,846) Tax value of recognised losses carried forward 752 (317) - - 435 752 (317) - - 435 Total (4,443) 1,657 375 - (2,411) Changes in the balance of deferred tax assets and liabilities for 2010 can be specified as follows: Balance as at Recognised Recognised in Other Balance as at 01-01-10 in tax unrealised changes 31-12-10 burden 2010 results Property, plant and equipment (735) (1,737) - - (2,472) Intangible assets (6,685) 3,149 - - (3,536) Construction work in progress (569) 230 - - (339) Financial derivatives 5,174 (403) 766-5,537 Jubilee obligation - 153 - - 153 Other (31) 76 - - 45 (2,846) 1,468 766 - (612) Tax value of recognised losses carried forward 435 1,375 - - 1,810 435 1,375 - - 1,810 Total (2,411) 2,843 766-1,198 86 Strukton Annual Report, 2010

Within the context of a temporary tax measure relating to the accelerated depreciation of investments in property, plant and equipment, a EUR 1.7 million deferred tax liability was formed under property, plant and equipment in the Netherlands in 2010. A EUR 1.8 million deferred tax asset (2009: EUR 0.4 million) was recognised in respect of one of the foreign operations for the cumulative losses sustained in 2010 and prior years. In 2010, a EUR 0.2 million deferred tax asset was formed with respect to the measurement of the jubilee obligation provision. The Dutch deferred tax assets and liabilities are stated at the new rate of 25.0%. 7. Inventories 31-12-2010 31-12-2009 Raw materials and consumables 3,141 2,973 Finished product 594 1,265 Goods for resale 5,049 4,721 Property development 15,034 15,635 23,818 24,594 The unsold portion of property projects already taken into production decreased by EUR 0.6 million in 2010 (2009: EUR 8.8 million).the unsold portion of property relates to land banks and costs incurred for property projects under construction. 8. Trade and other receivables 31-12-2010 31-12-2009 Debtors 192,526 205,412 Accounts receivable from related parties 7 5,532 Other receivables, prepayments and accrued income 93,768 122,474 286,301 333,418 For a large part, other receivables and accruals relate to instalments for work in progress as yet to be invoiced. For the bad debt risk, see Note 23. 9. Construction work in progress 31-12-2010 31-12-2009 Costs net of provisions for losses and risks, plus pro rata profit taking 1,756,388 1,712,427 Less: invoiced instalments 1,752,435 1,758,835 3,953 (46,408) The balance of construction work in progress is composed as follows: Positive balance of construction work in progress 110,766 86,095 Negative balance of construction work in progress 106,813 132,503 3,953 (46,408) The positive balance of construction work in progress includes all the construction projects of which the costs incurred, plus the recognised profit, less the recognised losses exceed the invoiced instalments. The positive balance of construction work in progress is recognised under current assets. The negative balance of construction work in progress includes all the construction projects of which the costs incurred, plus the recognised profit, less the recognised losses are less than the invoiced instalments. The negative balance of construction work in progress is recognised under current liabilities. A total of EUR 0.3 million in interest was capitalised in 2010. In most cases, major, long-term projects are pre-financed, augmenting the instalments invoiced for those projects to exceed the costs incurred. The positive balance of construction work in progress primarily comprises short-term projects, making the amount of capitalised interest relatively small. 87 Strukton Annual Report, 2010

10. Cash and cash equivalents 31-12-2010 31-12-2009 Bank and cash balances 135,836 115,659 Demand deposits - - 135,836 115,659 Cash and cash equivalents includes funds from groups of contractors amounting to EUR 36.2 million (2009: EUR 48.9 million) and funds received in guarantee accounts amounting to EUR 1.6 million (2009: EUR 1.4 million). These funds are not freely available to the company. The funds included in groups of contractors are funds in cooperative structures, with it being stipulated contractually that cash and cash equivalents are not freely available. The funds received in guarantee accounts relate, in particular, to the guarantee accounts to be maintained as required by the Dutch Ultimate Liability of Subcontractors Act (Wet ketenaansprakelijkheid). The other cash and cash equivalents are entirely freely available. 11. Total equity Equity attributable to equity holders of the parent company: Issued and Share Reserve for Statutory Hedging Actuarial Retained Undistributed Total paid-up premium exchange rate reserve of reserves reserves profits earnings equity capital differences associates 2009 As at 1 January 2009 2,269 (4,136) 374 (13,231) 16 172,313 14,265 171,870 Adjustment to opening statement of financial position * - - - - - - 4,125-4,125 Appropriation of 2008 profit - - - - - - 14,265 (14,265) - Profit for the period - - - - - - - 780 780 Unrealised results - - 2,550 204 (1,093) (43) (147) - 1,471 Share premium - - - - - - - - - Dividend paid - - - - - - (6,000) - (6,000) As at 31 December 2009 2,269 - (1,586) 578 (14,324) (27) 184,556 780 172,246 2010 As at 1 January 2010 2,269 - (1,586) 578 (14,324) (27) 184,556 780 172,246 Appropriation of 2009 profit - - - - - - 780 (780) - Profit for the period - - - - - - - (15,486) (15,486) Unrealised results - - 2,866 34 (2,238) (690) (22) - (50) Share premium - 10,000 - - - - - - 10,000 Dividend paid - - - - - - - - - As at 31 December 2010 2,269 10,000 1,280 612 (16,562) (717) 185,314 (15,486) 166,710 * Equity has been restated in the comparative figures compared with the 2009 financial statements. The adjustment to the comparative figures is explained in more detail in the general notes. Issued and paid-up capital The authorised capital of Strukton Groep nv in 2010 comprises 500 ordinary shares with a nominal value of EUR 4.538 each (2009: ditto). The issued capital of Strukton Groep nv in 2010 comprises 500 ordinary shares with a nominal value of EUR 4.538 each (2009: ditto). All issued shares have been fully paid up. Share premium On the acquisition date (29 October 2010), Oranjewoud nv made a share premium payment of EUR 10 million. 88 Strukton Annual Report, 2010

Translation reserve The translation reserve covers all the gains and losses from the translation of the net investments of Strukton in foreign subsidiaries. In 2010, an amount of EUR 2.9 million was added to the translation reserve (2009: EUR 2.6 million). This increase is primarily the result of the increase in the value of the Norwegian krone and Swedish krona in 2010. Statutory reserve of associates Statutory reserves were formed at Construzione Linee Ferroviarie S.p.A. and Strukton Rail nv Belgium. The statutory reserve at Construzione Linee Ferroviarie S.p.A. amounts to EUR 0.3 million (2009: 0.2 million). The statutory reserve at Strukton Rail nv Belgium amounts to EUR 0.3 million (2009: EUR 0.3 million). Hedging reserve The hedging reserve comprises the cumulative change in the fair value of hedging instruments related to hedged transactions that have not yet occurred or the hedged position that has not yet terminated. In 2010, the reserve was reduced by EUR 2.2 million (2009: EUR 1.1 million), in particular because of current interest rates being lower than the agreed swap rates. Actuarial reserve The actuarial reserve comprises the cumulative change in the fair value of pension commitments as a result of changes in actuarial principles. Actuarial reserves decreased by EUR 0.7 million in 2010 (2009: nil), in particular because of changed actuarial principles in Sweden. Retained earnings No dividend was distributed in 2010 (2009: EUR 6.0 million). 12. Subordinated loans 31-12-2010 31-12-2009 Special purpose companies for PPP projects 8,357 8,357 Other - - 8,357 8,357 Subordinated loans relates to the subordinated loans furnished by the shareholders of the special purpose companies to the special purpose companies performing the PPP projects. These subordinated loans have been subordinated at the relevant special purpose companies to the other creditors of the relevant special purpose companies. 13. Long-term liabilities 31-12-2010 31-12-2009 Liabilities for financing of property development 4,546 2,065 Bank loans 62,935 83,726 Financial derivatives 23,545 20,490 Lease commitments 38 100 Non-recourse PPP financing 161,265 90,317 Other long-term liabilities 6,887 15,403 259,216 212,101 Due to the proportional consolidation of the PPP projects commenced in 2008, the non-recourse financing of PPP projects increased to EUR 161.3 million in 2010 (2009: EUR 90.3 million). The continuing low Euribor interest rate in 2010 caused the interest rate swaps for the PPP projects, in particular, to further decrease in value. At year-end 2010, this debt amounted to EUR 23.5 million (2009: EUR 20.5 million). The other long-term liabilities include two private loans. 89 Strukton Annual Report, 2010

The repayment schedule of the long-term liabilities is as follows: < 1 year 1-5 years > 5 years Total 2009 Liabilities for financing of property development - 2,065-2,065 Bank loans - 80,500 3,226 83,726 Financial derivatives 1,929 5,831 12,730 20,490 Lease commitments 40 60-100 Non-recourse PPP financing 1,832 20,576 67,909 90,317 Other long-term liabilities 293 15,110-15,403 4,094 124,142 83,865 212,101 2010 Liabilities for financing of property development - 4,546-4,546 Bank loans 261 61,898 776 62,935 Financial derivatives 781 2,910 19,854 23,545 Lease commitments 32 6-38 Non-recourse PPP financing 5,351 19,929 135,985 161,265 Other long-term liabilities - 2,900 3,987 6,887 6,425 92,189 160,602 259,216 Of the total debt, EUR 160.6 million (2009: EUR 83.9 million) has a term exceeding five years. The increase on 2009 with respect to debt with a term exceeding five years is primarily caused by the non-recourse PPP financing. The other debts are mainly repaid within five years. For more information about the interest and currency risks, reference is made to Note 23, Financial instruments, and the section entitled Financial risk management in the accounting policies. 14. Provisions Summary of the changes in 2010: Restructuring Pension Jubilee Guarantee Other Total provision provision commitments commitments provisions As at 1 January 2010 4,448 7,960 3,692-498 16,598 Consolidation/deconsolidation - - - - - - Exchange rate differences - 989 - - - 989 Addition 711 1,763 449 309 1,048 4,280 Withdrawal 2,411-531 - - 2,942 Release 979 - - 72 217 1,268 Provision for adding interest - - - - - - Other changes - - - - - - Balance as at 31 December 2010 1,769 10,712 3,610 237 1,329 17,657 Non-current portion - 10,712 3,312-698 14,722 Current portion 1,769-298 237 631 2,935 1,769 10,712 3,610 237 1,329 17,657 The actuarial calculation of employee benefits is based on a discount rate of 4.5% (2009: 4.7%). The other provisions comprise provisions for risks of legal proceedings against Strukton Groep nv and/or its operating companies, as well as other relatively minor risks. 90 Strukton Annual Report, 2010

In 2010, a total of EUR 0.7 million was added to the restructuring provision. This concerns a provision for the Railinfra activities restructuring in the Netherlands, which will be completed in 2011. Pension commitments The pension plans of the following pension funds apply to Strukton group company staff, with reference being made to the number of affiliated active members as at 31 December 2010. Pension fund for the construction industry (1,358) Pension fund for the concrete manufacturing industry (20) Pension fund for metal and engineering industries (1,550) Railway Pension Fund (2,480) Zwitserleven group insurance (12) Gjensidige Fursikring pension plan Norway (192) Alecta pension insurance plan Sweden ITP scheme (133) Alecta pension insurance plan Sweden SAF-LO scheme (295) Axa pension insurance Strukton Railinfra nv Belgium (51) Reef Infra Nationale Nederlanden (0) Georg Reisse Bauunternehmung (97) The first three pension plans listed above concern the plans of industrial pension funds. In all cases where there is an affiliation with industrial pension funds, Strukton s group companies do not have any obligation, in the case of a deficit at the industrial pension fund, to pay additional amounts other than paying the future contributions. Furthermore, the Strukton group companies are not entitled to claim any surpluses in the funds. As a result of this, these pension plans are accounted for in these financial statements as defined contribution plans. With respect to the pension plan for the railway industry, which is administered by the Railway Pension Fund, employers and employee representatives reached agreement on a new pension plan in 2005. This new plan came into effect on 31 December 2005 and qualifies as a defined contribution plan for financial accounting purposes. The distinguishing characteristic of this pension plan is that the company is obliged to pay a predetermined annual premium within the scope of the plan. The premium agreed with Railway Pension Fund is an annually increasing percentage of the payroll total. In 2010, a break-even level of 20.0% was eventually achieved. After payment of the agreed premium, the company has no obligation to pay additional amounts should there be a deficit at the pension fund. Likewise, the Strukton group companies are not entitled to claim any surpluses in the funds. The actuarial risks and the investment risks are for the pension fund and its members. The pension plan administered by Zwitserleven and the pension plan administered by Gjensidige Fursikring pension plan Norway qualify as defined contribution plans. 91 Strukton Annual Report, 2010

A provision was formed for four pension plans qualifying as defined benefit plans. Pension provision 31-12-2010 31-12-2009 Strukton Rail AB, Sweden 9,024 6,268 Axa pension insurance Strukton Railinfra NV, Belgium 304 259 Georg Reisse Bauunternehmung GmbH & Co, KG 591 661 Reef Nationale Nederlanden 793 753 Other - 19 10,712 7,960 The Alecta pension insurance SAF-LO scheme is a defined benefit plan. In 2009, the first calculation was made for the Alecta pension insurance SAF-LO of the present value of the outstanding obligations and the recognised pension provision. The negative difference of EUR 1.4 million was taken to the statement of income in 2009. This information was not available in preceding years. Prior to the acquisition of Strukton Rail AB (formerly Svensk Banproduktion), the pension plan was administered by a public sector group plan (ITP scheme). Part of this pension plan is a defined benefit plan. The present value of this commitment is included in the company s statement of financial position. The pension insurance for Strukton Railinfra nv employees in Belgium is a defined benefit plan. Georg Reisse Bauunternehmung GmbH, acquired in 2007, has a limited defined benefit plan for its employees. A provision has been made for this on the company s statement of financial position of EUR 0.6 million. Reef Infra bv recognised an indexation obligation for the pension plan administered by Nationale Nederlanden. No new rights are accrued in this pension plan. The negative difference between pension commitments and pension assets is included under the pension provision item. The pension commitments and pension assets are based on actuarial calculations as at 31 December. Assumptions, composition and movements in the pension commitments and the plan assets in relation to the defined benefit plans for Alecta Sweden, Axa Belgium, Georg Reisse Germany and Reef Nationale Nederlanden are shown below. In 2009, the information for Alecta Sweden, Georg Reisse Germany and Reef Nationale Nederlanden was included for the first time. With the exception of Axa Belgium, no figures were available for 2008 and earlier. 31-12-2010 31-12-2009 Basic principles: Discount rate 4,48% 4,4% - 5,5% Expected return on plan assets in the long term 5,18% ca. 5% Expected return on plan assets in the coming year - - Rate of salary increase 2,8% 3,0% - 4,25% Pension increase 1,07% 0,0% - 2,0% Inflation 2,0% 0,0% - 2,0% The expected contribution to the pension plan in 2011 amounts to EUR 0.6 million. The plan assets need not be allocated to various investment instruments, such as shares, bonds and property. The pension provisions in Belgium and the Netherlands are funded on the basis of an insurance contract. In Sweden and Germany, the pension provisions are not funded externally and are accounted for in the respective companies. 92 Strukton Annual Report, 2010

31-12-2010 31-12-2009 Breakdown: Fair value of the plan assets 3,848 3,185 Present value of the pension commitments (14,560) (11,145) Adverse balance (10,712) (7,960) Movement: Pension capital as at 1 January 3,185 367 Inconsolidation - 2,232 Expected return on plan assets 172 525 Pension contributions 330 142 Paid pensions (222) (90) Difference between actual return and expected return 417 9 Other changes (34) - Pension capital as at 31 December 3,848 3,185 Pension commitments as at 1 January 11,145 612 Inconsolidation - 9,334 Entitlements to be granted in financial year 524 590 Interest expenses 583 506 Paid pensions (222) (153) Net actuarial gain or loss 1,388 97 Exchange rate differences 989 (226) Other changes 153 385 Pension commitments as at 31 December 14,560 11,145 Actuarial results as at 1 January 35 39 Inconsolidation - (58) Write-downs on actuarial results Net actuarial gain or loss 1,388 45 Difference between actual return and expected return (417) 9 Exchange rate differences (33) - Actuarial results as at 31 December 973 35 2010 2009 Pension charge components in connection with defined benefit plans: Entitlements to be granted in financial year 524 590 Interest expenses 583 506 Expected return on plan assets (172) (156) Other 180 - Total pension charges in the statement of income 1,115 940 93 Strukton Annual Report, 2010

15. Trade and other payables 31-12-2010 31-12-2009 Debts to suppliers 176,864 167,914 Amounts owed to related parties 131 205 Taxes and social security contributions 48,002 40,090 Pension contributions 1,399 4,499 Other debts, accruals and deferred income 144,769 164,086 371,165 376,794 The other liabilities, accruals and deferred income consist for a large part of invoices still to be received for completed work, and holiday pay and days leave still to be paid. 16. Revenue and operational result Revenue 2010 2009 Rail 616,050 546,123 Civil 392,718 398,655 Construction 189,882 198,821 Worksphere 238,825 224,558 1,437,475 1,368,157 The increase in revenue is primarily the result of an increase in revenue at Strukton Rail. In 2010, revenue abroad increased to EUR 263.9 million (2009: EUR 227.4 million). Breakdown of income categories 2010 2009 Construction contracts 1,094,382 1,023,305 Service maintenance and concessions 324,318 329,261 Revenue from inventories 10,343 6,487 Other 8,432 9,104 1,437,475 1,368,157 The share of service, maintenance and concession assignments in total revenue in 2010 was 22.6% (2009: 24.1%). Operational result (EBITDA) 2010 2009 Rail 37,157 27,835 Civil 13,322 17,724 Construction 323 (13,282) Worksphere 6,801 4,690 57,603 36,967 The 2010 operational result improved primarily owing to Strukton Bouw s and Strukton Rail s improved results. 17. Cost of raw materials, equipment and outsourced work Cost of raw materials, equipment and outsourced work concerns external overheads directly attributable to the production process. 94 Strukton Annual Report, 2010

18. Personnel expenses 2010 2009 Wages and salaries 299,689 297,251 Social insurance contributions 48,152 49,397 Defined contribution plans 25,824 22,160 Defined benefit plans 1,115 2,640 Jubilee benefits 449 246 375,229 371,694 The relatively high pension cost for defined benefit plans in 2009 was caused by the accounting treatment of the Alecta pension insurance SAF-LO scheme Sweden. The Alecta pension insurance SAF-LO scheme Sweden is a defined benefit plan. In 2009, the first calculation was made for the Alecta pension insurance SAF-LO scheme Sweden of the present value of the outstanding obligations and the recognised pension provision. The negative difference of EUR 1.4 million was taken to the statement of income in 2009. This information was not available in preceding years. 19. Other operating expenses In 2010, a total of EUR 4.2 million was received in grants, EUR 2.7 million of which was taken to the statement of income (2009: EUR 1.7 million). The grants in question were deducted from the costs to which the grant related. Research and development costs (excluding training costs) for 2010 amounted to EUR 1.0 million (2009: EUR 2.3 million). 20. Finance income and costs 2010 2009 Finance income Third-party interest income 2,374 1,706 Group company interest income - - Discounting other investments 9,199 3,643 Return on investments 449 329 Exchange rate gains 539 778 Change in derivatives 1,241 391 13,802 6,847 Finance costs Third-party interest expenses 11,290 9,610 Non-recourse PPP financing interest expenses 8,669 4,554 Group company interest expenses - - Exchange rate losses - - Change in derivatives 127 909 20,086 15,073 Net finance income and costs (6,284) (8,226) Net finance costs decreased by EUR 2.0 million on 2009. Interest on financial assets in the PPP projects increased to EUR 9.2 million in 2010 (2009: EUR 3.6 million). The improvement of the balance of finance income and costs is furthermore primarily caused by a positive change in derivates. 95 Strukton Annual Report, 2010

21. Income tax expense 2010 2009 Tax payable 8,312 5,474 Deferred tax (2,843) (1,657) 5,469 3,817 The income tax accounted for differs from the amount that would, in theory, be payable on the basis of the weighted average tax rate (25.5%) that applies to the results of the consolidated companies. The difference can be explained as follows: 2010 2009 Profit before tax (10.017) 4.597 Nominal Dutch income tax rate (2.554) 1.172 Effect of different tax rates in various countries (229) (222) Participation exemption (744) (1.068) Impairment of goodwill 7.296 417 Amortisation of intangible assets 3.094 1.550 Adjustment with respect to previous years - - Release of deferred taxes owing to purchase price allocation of acquisitions (3.094) (1.358) (Non-)deductible losses 1.807 2.505 Release of deferred taxes owing to changed tax rate (76) - Other including non-deductible costs (31) 821 Effective tax burden 5.469 3.817 Effective tax burden (%) (54,6%) 83,0% The increase of the effective tax burden is largely due to non-deductible costs, such as goodwill impairments and other non-deductible costs abroad, as well as foreign losses not eligible for set-off. Foreign losses not eligible for set-off in 2010 primarily pertain to the operations in Germany and Denmark. At year-end 2010, the Group had a total of EUR 40.0 million in losses not set off. 22. Workforce In 2010, an average workforce of 6,159 were employed (2009: 6,232), 985 (2009: 986) of whom were abroad. Numbers of employees: 2010 2009 Netherlands Abroad Total Netherlands Abroad Total Rail 2,291 966 3,257 2,382 969 3,351 Civil 940 19 959 893 17 910 Construction 404-404 446-446 Worksphere 1,539-1,539 1,525-1,525 5,174 985 6,159 5,246 986 6,232 At year-end 2010, the total number of employees was 6,023 (2009: 6,293). The drop in employee numbers on 2009 is, in particular, the result of restructuring operations at Strukton Rail and Strukton Bouw. 96 Strukton Annual Report, 2010

23. Financial instruments Maximum credit risk 31-12-2010 31-12-2009 Investments available for sale - - Associates without significant influence 5,492 5,785 Finance lease receivables - - Other long-term receivables 195,317 121,741 Bonds - - Deposits - - Trade receivables 192,533 210,944 Other receivables 205,608 210,577 Cash and cash equivalents 135,836 115,659 Used for hedging: - interest rate swaps 25 - - inflation rate swaps 1,473 206 - forward exchange contracts - - 736,284 664,912 The majority (73%) of the maximum credit risk consists of current receivables and cash (2009: 81%). Breakdown of trade receivables 31-12-2010 31-12-2009 Netherlands 134,549 153,507 Euro zone 29,571 40,055 Other Europe 28,139 12,932 Other 274 4,450 192,533 210,944 The majority (85%) of the outstanding trade receivables are located in the euro zone (2009: 92%). Age analysis of receivables 31-12-2010 31-12-2009 Gross Provided Gross Provided Not yet due 81,843-98,199 19 Due in 0-30 days 59,700 5 55,729 - Due in 31-120 days 45,701 715 53,727 744 Due in 121-180 days 4,140 510 2,798 490 Due in 181-360 days 1,590 671 1,264 689 Due in more than a year 1,816 356 2,328 1,159 Total 194,790 2,257 214,045 3,101 Net receivables 192,533 210,944 In 2010, the share of exigible trade receivables rose to 58% (2009: 54%). 97 Strukton Annual Report, 2010

Change in the provision for bad debts 2010 2009 Position as at 1 January 3,101 3,218 Additions 1,379 1,361 Used 1,399 242 Released 796 1,311 Other changes (28) 75 Position as at 31 December 2,257 3,101 Liquidity risk Liabilities 31-12-2010 31-12-2009 Currency Nominal Maturity Nominal Carrying Nominal Carrying interest rate date value amount value amount Long-term liabilities Subordinated loans EUR 12.00% >2025 8,357 8,357 8,357 8,357 Bank loan EUR 1.31% 2012/2013 62,935 62,935 83,726 83,726 Mortgage loan EUR 2.2-3.2% >2012 4,546 4,546 2,065 2,065 Non-recourse PPP financing EUR 0.77-1.22% >2025 161,265 161,265 90,317 90,317 Financial lease commitments EUR - - 38 38 100 100 Derivatives EUR - - - 23,545-20,490 Other liabilities EUR - - 28,669 28,669 40,394 40,394 Subtotal 265,810 289,355 224,959 245,449 Current liabilities Owed to banks EUR 2011 27,428 27,428 17,559 17,559 Other liabilities EUR 2011 484,688 484,688 510,000 510,000 Subtotal 512,116 512,116 527,559 527,559 Total 777,926 801,471 752,518 773,008 The majority (64%) of the liabilities are current and consist of trade payables and amounts owed to banks (2009: 68%). Security has been provided to banks within the context of the new bank loan, pledging the majority of the assets as well as the shares of two operating companies. 98 Strukton Annual Report, 2010

Book value and contractual cash flows 2010 Carrying Contractual <6 months 6-12 months 1-2 years 2-5 years >5 years amount Cash flows Non-derivative financial liabilities Subordinated loans 8,357 36,436 501 501 1,003 3,009 31,422 Bank loans 62,935 64,688 543 543 15,914 46,912 776 Mortgages loans 4,546 5,159 61 61 123 4,914 - Non-recourse PPP financing 161,265 195,790 3,392 3,193 11,091 9,119 168,995 Financial lease commitments 38 38 23 9 6 - - Payables and other liabilities 513,283 513,283 247,996 196,273 50,759 3,256 14,999 Owed to banks 27,428 29,485 15,085 14,400 - - - Derivative financial commitments - - - - - - - Interest rate swaps used for hedging 23,545 127,027 4,177 4,206 7,202 21,573 89,869 Forward exchange contracts 74 74 74 - - - - 801,471 971,980 271,852 219,186 86,098 88,783 306,061 2009 Non-derivative financial liabilities Carrying Contractual <6 months 6-12 months 1-2 years 2-5 years >5 years amount Cash flows Subordinated loans 8,357 37,439 501 501 1,003 3,009 32,425 Bank loans 83,726 86,503 430 430 859 81,267 3,517 Mortgages loans 2,065 2,156 23 23 2,110 - - Non-recourse PPP financing 90,317 102,944 398 2,142 20,080 2,907 77,417 Financial lease commitments 100 100 15 15 31 39 - Payables and other liabilities 550,394 550,395 269,769 212,909 54,169 3,334 10,214 Owed to banks 17,559 18,876 9,657 9,219 - - - Derivative financial commitments - - - - - - - Interest rate swaps used for hedging 20,490 97,251 4,332 4,823 9,345 18,331 60,420 Forward exchange contracts - - - - - - - 773,008 895,664 285,125 230,062 87,597 108,887 183,993 In view of the policy of hedging the liquidity and interest rate risks, the Group has concluded various swaps. The special purpose companies concluded interest rate and inflation swaps for the PPP projects. All changes in those interest rate and inflation swaps are accounted for under the PPP projects. Those PPP projects have been proportionately included in the financial statements. In addition, at year-end 2010, the Group had an interest rate swap, concluded for purposes of converting a variable interesting-bearing debt into a fixed interesting-bearing debt. Hedge accounting is applied to the swaps in accordance with the cash flow model. In 2010, two interest rate swaps to which no hedge accounting was applied were settled and accounted for under finance income and costs. 99 Strukton Annual Report, 2010

Cash flows resulting from derivatives 2010 Carrying Anticipated <6 months 6-12 months 1-2 years 2-5 years >5 years amount cash flows Interest rate swaps - - - - - - - Assets - - - - - - - Liabilities (23,545) (127,027) (4,177) (4,206) (7,202) (21,573) (89,869) Forward exchange contracts: - - - - - - - Assets - - - - - - - Liabilities (74) (74) (74) - - - - Inflation rate swap - - - - - - - Assets 1,466 256 2 4 8 26 215 Liabilities - - - - - - - Swaption - - - - - - - Assets 31 - - - - - - Liabilities - - - - - - - (22,122) (126,845) (4,248) (4,202) (7,194) (21,547) (89,654) 2009 Carrying Anticipated <6 months 6-12 months 1-2 years 2-5 years >5 years amount cash flows Interest rate swaps - - - - - - - Assets - - - - - - - Liabilities (20,490) (97,251) (4,332) (4,823) (9,345) (18,331) (60,420) Forward exchange contracts: - - - - - - - Assets - - - - - - - Liabilities - - - - - - - Inflation rate swap - - - - - - - Assets 209 6,199 124 124 248 744 4,959 Liabilities - - - - - - - (20,281) (91,052) (4,208) (4,699) (9,097) (17,587) (55,461) 100 Strukton Annual Report, 2010

Foreign currency exposure The majority of the Group s activities take place in the euro zone. Subsidiaries outside the euro zone commonly trade in the local currency. The policy with respect to foreign currency is that the net position is fully hedged by means of foreign currency contracts. The translation risk on equity and loans to subsidiaries outside the euro zone is not hedged. The Group s currency exposure is limited to its foreign subsidiaries, primarily in Scandinavia, up to a converted amount of EUR 27.3 million (2009: 30.8 million). Exchange rates Average exchange rate Spot rate at the reporting date 2010 2009 2010 2009 DKK 0.134 0.134 0.134 0.134 NOK 0.129 0.117 0.128 0.121 SEK 0.099 0.095 0.111 0.098 GBP 1.146 1.127 1.165 1.127 KRW 0.001 0.001 0.001 0.001 A 10% increase of the euro in relation to the exchange rates stated above at year-end would have reduced equity and profit for the year under review by EUR 2.7 million (2009: 3.1 million). A 10% decrease of the euro in relation to those exchange rates at year-end would have had a comparable opposite effect. Interest exposure 31-12-2010 31-12-2009 Carrying amount Carrying amount Instruments with fixed interest rate Financial assets 166,727 90,397 Financial liabilities 224,238 174,043 (57,511) (83,646) Instruments with variable interest rate Financial assets 135,836 115,659 Financial liabilities 40,331 27,981 95,505 87,678 As a result of a rise by 100 basis points in the interest rate, equity and profit for the year under review would have declined by EUR 0.35 million (2009: EUR 0.5 million), assuming that all the other variables remain constant. A fall by 100 basis points in the interest rate would have had a comparable but opposite effect. Interest rate and inflation swaps A rise by 100 basis points in the interest rate produces a positive change in the financial derivative of EUR 15.7 million (2009: EUR 11.6 million), EUR 15.6 million of which will be taken to equity and EUR 0.1 million of which to profit or loss. A fall by 100 basis points in the interest rate produces a negative change in the financial derivative of EUR 19.1 million (2009: EUR 15.0 million), EUR 19.0 million of which will be taken to equity and EUR 0.1 million to profit or loss. Carrying amounts versus fair values The carrying amounts of financial assets and liabilities recognised in the statement of financial position hardly differ from the fair values. 101 Strukton Annual Report, 2010

24. Statement of cash flows 2010 2009 The breakdown of cash and cash equivalents at the beginning and end of 2010 is as follows: Cash and cash equivalents 135,836 115,659 Debts to credit institutions 27,428 17,559 108,408 98,100 The statement of cash flows separately shows the changes without cash flows as part of the operating cash flow. In addition, interest received and paid, and income tax paid are stated separately. EUR 76.3 million (2009: 70.5 million) of the long-term receivable with respect to the PPP concession agreements is accounted for as part of the operating cash flow. The comparable figures for this reclassification have been restated. Excluding this long-term PPP receivable, the cash flow from operating activities amounted to EUR 38.5 million (2009: 56.9 million). Under the financing cash flow, EUR 80.5 million is accounted for as a repayment of a non-current loan for the former bank facility. Under the financing cash flow, EUR 60.0 million is accounted for as a withdrawal of a non-current loan for the new bank facility. To finance PPP activities, an amount of 68.1 million is stated as non-current bank loans. 25. Commitments and contingencies, and security provided Contingent liabilities Contingent liabilities are commitments that ensue from past events and whose existence can only be confirmed by the occurrence of one or more uncertain future events which the entity does not fully control. If it is unlikely that an outflow of resources embodying economic benefits will be required to settle the commitment, or if the amount of the commitment cannot be measured with sufficient reliability, the relevant commitments are also regarded as contingent liabilities. The contingent liabilities relate to issued guarantees and any obligations from legal proceedings against Strukton Groep nv and/or its operating companies, the risks and possible obligations of which cannot be reliably measured. Furthermore, Strukton Groep nv is jointly and severally liable for all liabilities of general partnerships (groups of contractors) in which it directly participates. This liability is limited to the group companies participating in the general partnerships. No obligations in this respect are included in the financial statements. For credit facilities taken out by its group companies/associates, Strukton Groep nv has issued guarantees of up to EUR 7.6 million (year-end 2009: EUR 4.8 million). As at 31 December 2010, banks had issued guarantees and letters of intent of up to EUR 172.9 million (year-end 2009: EUR 146.3 million). These guarantees mainly concern obligations by virtue of construction work in progress, maintenance obligations with respect to completed projects and investment commitments. Security of EUR 4.5 million (2009: EUR 2.1 million) was provided in connection with loans drawn in respect of property projects. Leases and operating leases; investment commitments The lease commitments relate to long-term leases for office space. The operating lease commitments relate primarily to future instalments in connection with the leasing of passenger cars, delivery vans and minibuses. The investment commitments relate to contractual obligations in connection with the acquisition of property, plant and equipment. 102 Strukton Annual Report, 2010

Lease commitments 31-12-2010 31-12-2009 Less than 1 year 4,236 3,094 More than 1 year and less than or equal to 5 years 11,082 8,220 More than 5 years 14,476 10,786 29,794 22,100 Operating lease commitments Less than 1 year 19,876 16,030 More than 1 year and less than or equal to 5 years 31,706 39,371 More than 5 years 137 208 51,719 55,609 Investment commitments Contractual obligations in connection with: - additions to property, plant and equipment 2,425 663 2,425 663 26. Related party transactions Identification Until 29 October 2010, the following related parties of Strukton Groep nv could be distinguished: nv Nederlandse Spoorwegen (shareholder/parent company), subsidiaries, associates, joint ventures, the members of the Supervisory Board of Strukton Groep nv and the Group Management Board of Strukton Groep nv, the members of the Supervisory Board and of the Management Board of nv Nederlandse Spoorwegen. On 29 October 2010, all shares of Strukton Groep nv were acquired by Oranjewoud nv. The shares of Oranjewoud nv are listed on the official market of Euronext nv in Amsterdam. Centric bv holds 79.2% of the shares of Oranjewoud nv. As a result of the acquisition, nv Nederlandse Spoorwegen, the members of the Supervisory Board and of the Management Board of nv Nederlandse Spoorwegen no longer qualify as related parties effective 29 October 2010. As a result of the acquisition, the Supervisory Board of Strukton Groep nv stood down and no longer qualifies as a related party. As from the acquisition date, the following parties qualify as related parties: Oranjewoud nv and its subsidiaries, Centric bv and its subsidiaries, the members of the Supervisory Board of Oranjewoud nv, the Management Board of Oranjewoud nv, the Management Board of Centric bv and Stichting Administratiekantoor Centric bv of Mr G.P. Sanderink. 103 Strukton Annual Report, 2010

Transactions with supervisory directors and managers in key positions Managers in key positions include all persons with the power and responsibility to directly or indirectly plan, manage and exercise control over the entity s activities. The remuneration of managers in key positions can be specified as follows: 31-12-2010 31-12-2009 Short-term employee benefits 5,034 4,949 Post-employment benefits - - Other long-term employee benefits - - 5,034 4,949 Employee benefits for 2010 include EUR 0.8 million in pension charges (2009: EUR 0.9 million). Remuneration of the directors amounted to EUR 816,878 in 2010 (2009: EUR 934,328). Remuneration of the supervisory directors amounted to EUR 83,336 in 2010 (2009: EUR 146,700). Other transactions with related parties Transactions with subsidiaries, associates and joint ventures are conducted on an arm s length basis, on conditions comparable to those that apply to transactions with third parties. In the financial year, deliveries were made to nv Nederlandse Spoorwegen for EUR 41.0 million (2009: EUR 44.2 million). In the financial year, deliveries were made to Oranjewoud nv for EUR 0.2 million. No deliveries were made to Centric bv in the financial year. At year-end, the following receivables and payables were outstanding as a result of transactions with related parties: Oranjewoud nv Centric bv Current receivables 6 - Current liabilities 102 29 Loans provided - - Loans taken up - - 104 Strukton Annual Report, 2010

27. Events after the reporting period There are no events after the reporting period to report. 28. Services for concessions and ppps Strukton s group companies participate in seven special purpose companies for PPP concession projects. These companies have concluded concession agreements for the services to be provided. All seven agreements are based on public-private partnerships (PPPs) involving DBFM(O) contracts (Design, Build, Finance, Maintain and Operate). Companies over which the Group is able to (jointly) exercise control have been proportionally included in the consolidated statements. Where the Group does not have joint control, the company is accounted for as an associate or investment. The following provisions apply to all seven concession agreements. The concession payments depend on the availability of equipment or accommodation. To the extent that the payments relate to support services being provided, recognition is proportionate to the provision of the services. The concession agreements contain indexation provisions and, with reference to a benchmark, certain elements of the agreements can be altered. The Group is not the owner of the equipment or accommodation. The volatility of revenues and results is limited. The concession agreements have no option for extension. Water treatment The Group has a 5% stake in Delfluent bv. The concession agreement is a DBFMO contract for the construction, maintenance and management of a waste-water purification plant in Harnaschpolder, for the Haaglanden region. The concession commenced in 2003 and runs until 2033. School building The Group has a 45% stake in Talentgroep Montaigne bv. The concession agreement is a DBFMO contract for the construction, maintenance and management of a school building for the Montaigne Lyceum in The Hague. The concession commenced in 2004 and runs until 2034. Public buildings The Group has a 5% stake in Safire bv. The concession agreement is a DBFMO contract for the construction, maintenance and management of the Ministry of Finance building in The Hague. The concession commenced in 2006 and runs until 2033. The Group has a 50% stake in DC 16 bv. The concession agreement is a DBFMO contract for the construction, maintenance and management of a building for the Custodial Institutions Department (Dienst Justitiële Inrichtingen, DJI ) in Rotterdam. The concession commenced in 2008 and runs until 2035. The Group has a 30% stake in Duo2 bv. The concession agreement is a DBFMO contract for the construction, maintenance and operation of the shared accommodation in Groningen of the Dienst Uitvoering Onderwijs ( DUO ) and the tax authorities. The concession commenced in 2008 and runs until 2031. The Group has a 30% stake in Komfort bv. The concession agreement is a DBFMO contract for the construction, maintenance and management of the Kromhout Barracks in Utrecht. The concession commenced in 2008 and runs until 2035. The Group has a 24% stake in A-Lanes A15 BV. The concession agreement is a DBFM contract for the construction and maintenance of sustainable infrastructure solutions warranting maximum circulation and safety, both during and after 105 Strukton Annual Report, 2010

construction, on the Maasvlakte - Vaanplein section of the A15 motorway. The concession commenced in 2010 and runs until 2035. The respective special purpose companies received non-recourse finance. No repayment or interest rate guarantees have been issued by the Group. At year-end 2010, the order book of the PPP projects was worth EUR 548.8 million (2009: EUR 455.4 million). 29. Assets and liabilities held for sale No assets and liabilities were held for sale in 2009 and 2010. 30. Acquisitions No business combinations were acquired in 2010. On 31 January 2009, Strukton Worksphere bv acquired assets and liabilities of Dalkia Installatietechniek bv and DBU Utiliteit Techniek bv. Pursuant to this acquisition, 110 employees transferred to Strukton Worksphere bv. On 16 December 2009, Colijn Beheer bv took over 13 Groenmol bv employees. 31. Joint ventures The activities of Strukton Group are partly performed in joint ventures (temporary and permanent). The consolidated financial statements include the following items that correspond with the interest of Strukton Group in the revenues, assets and liabilities of the various joint ventures: 2010 2009 Assets Non-current assets 197,767 124,783 Current assets 271,495 209,258 469,292 334,041 Liabilities Long-term liabilities 186,594 115,814 Current liabilities 123,394 145,306 309,988 261,120 Net assets and liabilities 159,274 72,921 Revenues 524,376 401,031 Expenses 520,395 399,194 3,981 1,837 The increase in assets and liabilities in 2010 is largely caused by the proportional inclusion in the consolidation of the PPP projects that commenced in 2008 and by further construction that took place in 2010. 106 Strukton Annual Report, 2010

32. Summary of principal group companies and associates The following companies are fully consolidated. Name Registered office Share in the issued capital % Strukton Rail bv Utrecht 100 Strukton Rail Regio bv Utrecht 100 Strukton Rolling Stock bv Utrecht 100 Strukton M&E bv Maarssen 100 Strukton Systems bv Utrecht 100 Strukton Rail Reserve bv Utrecht 100 Ecorail bv The Hague 100 Strukton Rail Materieel bv Den Bosch 100 Strukton Rail Consult bv Utrecht 100 Strukton Rail Projects bv Utrecht 100 Strukton Railinfra Projecten bv Maarssen 100 Strukton Rail International bv Utrecht 100 TV Strukton Railinfra (Belgium) Ghent, Belgium 100 Nova Gleisbau AG Zurich, Switzerland 100 Strukton Rail nv Merelbeke, Belgium 100 Strukton Railinfra AB Stockholm, Sweden 100 Strukton Rail AB Stockholm, Sweden 100 Strukton Railinfra Nordic AB Stockholm, Sweden 100 Strukton Railinfra AS Oslo, Norway 100 Strukton Rail AS Oslo, Norway 100 Strukton Rail Holding A/S (Denmark) Copenhagen, Denmark 100 Strukton Rail A/S Copenhagen, Denmark 100 Strukton Railinfra GmbH Munich, Germany 100 Strukton Rail GmbH & Co KG Kassel, Germany 100 Strukton Rail Verwaltungsgesellschaft mbh Kassel, Germany 100 Reisse GmbH Erfurt, Germany 100 Strukton Civiel bv Utrecht 100 Strukton Civiel Projecten bv Utrecht 100 Grondbank Nederland bv Utrecht 100 Colijn Beheer bv Nieuwendijk 100 Colijn Aannemersbedrijf bv Nieuwendijk 100 Tensa bv Nieuwendijk 100 Terracon Funderingstechniek bv Nieuwendijk 100 Terracon International bv Nieuwendijk 100 Terracon Spezialtiefbau GmbH Bad Liebenwerda, Germany 100 Molhoek Aannemingsbedrijf bv Nieuwendijk 100 Strukton Engineering bv Utrecht 100 Geocon bv Utrecht 100 Strukton Infratechnieken bv Utrecht 100 Strukton Microtunneling bv Maarssen 100 Canor Benelux bv Utrecht 100 Strukton Specialistische Technieken bv Utrecht 100 Strukton Afzinktechnieken bv Maarssen 100 Strukton Prefab Beton bv Maarssen 100 Strukton Verkeerstechnieken bv Utrecht 100 107 Strukton Annual Report, 2010

Adpa Holding bv Deventer 100 Repa Infra bv Deventer 100 Reef Beheer bv Oldenzaal 100 Reef Infra bv Oldenzaal 100 Reef Milieu bv Oldenzaal 100 Omtzigt Civiel/Milieu bv Boskoop 100 Reef Infra Spoorbouw bv Oldenzaal 100 Reef Infra Netwerkbouw bv Oldenzaal 100 Reef GmbH Gronau, Germany 100 Strukton Bouw bv Utrecht 100 Strukton Bouw & Onderhoud bv Maarssen 100 Strukton Avenue2 Onroerend Goed bv Utrecht 100 Strukton Groene Loper bv Utrecht 100 Strukton Projectontwikkeling bv Utrecht 100 Strukton Vastgoedontwikkeling Noord bv Maarssen 100 Strukton Ezinger bv Utrecht 100 Strukton Peizerhoven bv Utrecht 100 Strukton Vastgoedontwikkeling Oost bv Maarssen 100 Strukton Vastgoedontwikkeling Oost II bv Utrecht 100 Strukton Ganzenmarkt bv Utrecht 100 Strukton Vastgoedontwikkeling West bv Maarssen 100 Strukton Vastgoedontwikkeling Zuid bv Maarssen 100 Vastgoedontwikkeling Beilen Oost bv Utrecht 100 Strukton Vastgoedontwikkeling Beheer bv Maarssen 100 Strukton Vastgoedontwikkeling Ypsilon bv Maarssen 100 Strukton Oost bv Maarssen 100 Strukton Alpha bv Maarssen 100 Strukton Beta bv Maarssen 100 Strukton Gamma bv Maarssen 100 Strukton Delta bv Maarssen 100 La Mondiale nv Kortrijk, Belgium 100 CV Voorstadslaan Utrecht 100 Strukton Bauprojekte GmbH & Co KG (in liq.) Bocholt, Germany 100 Strukton Bauprojekte VerwaltungsGmbH (in liq.) Bocholt, Germany 100 Strukton Services bv Utrecht 100 Strukton Worksphere bv Utrecht 100 Worksphere Beheer bv Utrecht 100 Strukton Worksphere België bv ba Tongeren, Belgium 100 Strukton Integrale Projecten bv Maarssen 100 Strukton Management bv Utrecht 100 Strukton Vastgoedbeheer en Facility Management bv Utrecht 100 Servica bv Utrecht 100 Servica Advies bv De Meern 100 Strukton Materieel bv Maarssen 100 Strukton Finance bv Maarssen 100 Strukton Finance Holding bv Maarssen 100 Strukton Vuka bv Maarssen 100 Strukton Elschot bv Maarssen 100 Strukton Zeta bv Utrecht 100 108 Strukton Annual Report, 2010

Strukton Theta bv Utrecht 100 Strukton Iota bv Utrecht 100 Strukton Kappa bv Utrecht 100 Strukton Lambda bv Utrecht 100 Parc Invest nv Ghent, Belgium 100 SIL nv Ghent, Belgium 100 SDM Finance nv* Ghent, Belgium 100 The following companies are partially consolidated. Name Registered office Share in the issued capital % Profin BVba Ghent, Belgium 50 Europool BV Maarssen 50 Eurailscout Inspection & Analysis bv Utrecht 50 Eurailscout GB Ltd Wolverhampton, UK 25 Tubex bv Oostburg 50 Exploitatiemaatschappij A-Lanes A15 bv Nieuwegein 33 1/3 Microtunneling Equipment Exploitatie bv Maarssen 50 MT Piling bv Harmelen 50 DMI Nederland bv Weert 50 DMI Injektionstechnik GmbH Berlin 50 DBS Spezialsanierungen GmbH Berlin 50 ACH Beheer bv Hengelo 33 1/3 ACH Exploitatie bv Hengelo 33 1/3 Noordelijke Asfaltproduktie (NOAP) bv Heerenveen 50 Nederlands Wegen Markeerbedrijf bv Oosterwolde 25 Nebeco bv Ede 50 La Linea Leiden Beheer bv Rotterdam 50 La Linea Leiden CV Rotterdam 50 Grondontwikkeling Beilen bv Amsterdam 50 Talentgroep Montaigne bv Rotterdam 44.9 DC 16 bv Nieuwegein 50 Duo2 bv Utrecht 30 Komfort bv Nieuwegein 30 A-Lanes A15 bv Nieuwegein 24 Exploitatiemaatschappij DC 16 bv Nieuwegein 50 Exploitatiemaatschappij Komfort bv Nieuwegein 50 A list of associates within the meaning of Sections 379 and 414 of Book 2 of the Dutch Civil Code has been filed with the Trade Register in Utrecht. * The shares of SDM Finance nv were disposed of on 23 December 2010. 109 Strukton Annual Report, 2010

Company statement of financial position before profit appropriation (x EUR 1,000) Assets Notes 31-12-2010 31-12-2009* Non-current assets Property, plant and equipment (1) 21,502 22,717 Financial assets (2) 295,586 327,641 317,088 350,358 Current assets Receivables (3) 10,953 11,743 Cash and cash equivalents (4) 206 272 11,159 12,015 328,247 362,373 Equity and liabilities Equity Issued capital 2,269 2,269 Share premium 10,000 Other reserves 169,927 169,197 Retained earnings (15,486) 780 Total equity (5) 166,710 172,246 Provisions (6) 2,818 888 Long-term liabilities (7) 72,373 92,060 Current liabilities (8) 86,346 97,179 328,247 362,373 * Equity has been restated in the comparative figures compared with the 2009 financial statements. The adjustment to the comparative figures is explained in more detail in the general notes to the consolidated financial statements. 110 Strukton Annual Report, 2010

Company statement of income (x EUR 1,000) Notes 2010 2009 Total profits of associates (4,160) 7,579 Other results after taxes (9) (11,326) (6,799) Profit for the period (15,486) 780 111 Strukton Annual Report, 2010

Notes to the company financial statements Strukton Groep nv has been part of Oranjewoud nv since 29 October 2010. As at year-end 2010, Centric bv held 79.2% of the shares of Oranjewoud nv. Where reference is made in the company financial statements to transactions with group companies, this means transactions between Strukton Groep nv and its subsidiaries as well as transactions with other group companies belonging to Oranjewoud nv and Centric bv and related companies. Basis of preparation The financial statements of Strukton Groep nv are included in the consolidated financial statements. The company financial statements of Strukton Groep nv are prepared in accordance with the statutory requirements of Part 9, Book 2 of the Dutch Civil Code. Within this context, the company utilises the option provided by Section 362, paragraph 8, of Book 2 of the Dutch Civil Code to apply the same accounting policies to the company financial statements as those applied to the consolidated financial statements. The consolidated group companies are stated at net asset value in accordance with the policies used for the consolidated IFRS financial statements of Strukton Groep nv. The associates over which significant influence is exercised are also valued according to these policies as set out in the consolidated financial statements. The same applies with respect to the accounting policies. Consequently, equity and profit for the period of Strukton Groep nv are equal to those in the consolidated financial statements. Accounting policies The accounting policies applied to the company financial statements are the same as those for the consolidated financial statements. If no specific policies are mentioned, please refer to the policies mentioned in the consolidated financial statements of Strukton Groep nv. For a correct interpretation of the company financial statements of Strukton Groep nv, reference should be made to the consolidated financial statements of Strukton Groep nv. 112 Strukton Annual Report, 2010

1. Property, plant and equipment (as at 31 December 2010) Land Business Plant and Total buildings machinery Acquisition price as at 1 January 2010 3,532 32,203 1,880 37,615 Cumulative depreciation 324 13,357 1,217 14,898 Carrying amount as at 1 January 2010 3,208 18,846 663 22,717 Investments - - 145 145 Disposals - - - - Depreciation 20 1,193 147 1,360 Other changes - - - - Carrying amount as at 31 December 2010 3,188 17,653 661 21,502 Acquisition price as at 31 December 2010 3,532 32,203 2,025 37,760 Cumulative depreciation 344 14,550 1,364 16,258 Carrying amount as at 31 December 2010 3,188 17,653 661 21,502 2. Financial assets 31-12-2010 31-12-2009 Associates 145,729 158,646 Owed by group companies 145,739 165,034 Owed by third parties 405 - Deferred tax assets 763 1,011 292,636 324,691 Other associates 2,950 2,950 295,586 327,641 Movement in the financial assets in 2010 was as follows: Participating Owed Owed by Deferred Other Toaal interests from by group third parties tax assets associates group companies companies As at 1 January 2009 158,646 165,034-1,011 2,950 327,641 In consolidation - - - - - - Expansion 17,500-405 - - 17,905 Disposal 2,443 - - - - 2,443 Share in results (4,160) - - - 449 (3,711) Dividends (27,800) - - - (449) (28,249) Loans extended - 96,509 - - - 96,509 Repayments - (115,804) - - - (115,804) Other changes (900) - - (248) - (1,148) As at 31 December 2010 145,729 145,739 405 763 2,950 295,586 The disposal relates to the sale of the shares of a foreign subsidiary. 113 Strukton Annual Report, 2010

3. Receivables 31-12-2010 31-12-2009 Receivables from group companies 3,281 3,169 Taxation and social security - 1,439 Other receivables, prepayments and accrued income 7,672 7,135 10,953 11,743 4. Cash and cash equivalents These cash and cash equivalents are freely available to the company. 5. Equity Notes to equity can be found in the consolidated financial statements. 6. Provisions Summary of changes in the carrying amount in 2010 Carrying amount Addition Withdrawal Release Carrying amount 01-01-2010 31-12-2010 Provisions for taxes 888 1,678 - - 2,566 Other provisions - 252 - - 252 888 1,930 - - 2,818 7. Long-term liabilities 31-12-2010 31-12-2009 Long-term loans 60,000 80,500 Amounts owed to group companies 9,936 7,545 Financial derivatives 2,367 3,966 Other 70 49 72,373 92,060 8. Current liabilities 31-12-2010 31-12-2009 Debts to credit institutions 27,266 17,411 Trade creditors 969 985 Amounts owed to group companies 34,762 62,890 Taxation and social security 12,583 9,327 Other debts, accruals and deferred income 10,766 6,566 86,346 97,179 9. Other results after taxes 2010 2009 Other results after taxes (11,326) (6,799) 114 Strukton Annual Report, 2010

The other results are mainly due to the Dutch income tax payable until 29 October 2010 by Strukton companies that belonged to the NS fiscal unit, and to the income tax payable from 29 October through 31 December by the newly applied for fiscal unit. In 2010, the total tax debt amounted to EUR 6.5 million (2009: EUR 3.4 million). The other results comprise finance income and costs, and overheads. Until 29 October 2010, Strukton Groep nv, with the majority of its wholly-owned Dutch subsidiaries, formed part of the fiscal unit of nv Nederlandse Spoorwegen. On the grounds of this fiscal unit, the company was jointly and severally liable for the tax debt of the fiscal unit until 29 October 2010. Strukton Groep nv has filed a request with the Dutch tax authorities to include the majority of its wholly-owned Dutch subsidiaries in a new fiscal unit effective 29 October 2010. Strukton Groep nv does not charge income tax on to its individual subsidiaries. Given that the financial information on the auditor s fees is provided in the financial statements of Oranjewoud nv and nv Nederlandse Spoorwegen, the amount of the fees was not disclosed on the grounds of Section 382a, paragraph 3, of Book 2 of the Dutch Civil Code. 10. Commitments and contingencies, and security provided For credit facilities taken out by its operating companies/associates, Strukton Groep nv has issued guarantees of up to EUR 7.6 million (year-end 2009: EUR 4.8 million). As at 31 December 2010, banks had issued guarantees and letters of intent of up to EUR 172.9 million (year-end 2009: EUR 146.3 million). These guarantees mainly concern obligations by virtue of construction work in progress and maintenance obligations with respect to completed projects. Security of EUR 4.5 million (2009: EUR 2.1 million) was provided in connection with loans drawn in respect of property projects. Remuneration of directors and supervisory directors For a summary of the remuneration of directors and supervisory directors, please refer to the consolidated financial statements. Utrecht, the Netherlands 25 March 2011 The Group Management Board G.P. Sanderink R.T.A. Steenvoorden 115 Strukton Annual Report, 2010

Other information Provisions of the Articles of Association governing profit appropriation The provisions governing the profit appropriation are included in Article 33 of the Articles of Association. These provisions state that the profit is at the free disposal of the General Meeting of Shareholders. Proposed dividend It is proposed to the General Meeting of Shareholders not to distribute dividend and to add the total result to the general reserves (2009: ditto). Events after the reporting period For events after the reporting period, please refer to the consolidated financial statements. 116 Strukton Annual Report, 2010

Independent auditor s report To the shareholder of Strukton Groep nv Report on the financial statements We have audited the financial statements for 2010 included in this annual report on pages 52 through 116 of Strukton Groep nv, Maarssen. The financial statements consist of the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2010, the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and the notes, comprising a summary of significant accounting policies and other explanatory information. The company financial statements comprise the company statement of financial position as at 31 December 2010, the company statement of income for the year then ended and the notes, comprising a summary of accounting policies used and other explanatory information. Management s responsibility Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the report of the Group Management Board in accordance with Part 9 of Book 2 of the Dutch Civil Code. Management is also responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law, including Dutch auditing standards. This law requires that we comply with ethical requirements, and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of Strukton Groep nv as at 31 December 2010, and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code. Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of Strukton Groep nv as at 31 December 2010, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. 117 Strukton Annual Report, 2010

Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 393, paragraph 5, subparagraphs e. and f., of Book 2 of the Dutch Civil Code, we have no deficiencies to annual report as a result of our examination whether the annual report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code, and whether the information as required under Section 392, paragraph 1, subparagraphs b. through h., of Book 2 of the Dutch Civil Code has been annexed. Furthermore, we report that the annual report, to the extent we can assess, is consistent with the Financial Statements as required by Section 391, paragraph 4, of Book 2 of the Dutch Civil Code. Utrecht, the Netherlands 25 March 2011 Ernst & Young Accountants LLP Drs. W.H. Kerst RA 118 Strukton Annual Report, 2010

Names and addresses Strukton Groep nv Westkanaaldijk 2, 3542 DA Utrecht P.O. Box 1025, 3600 BA Maarssen The Netherlands T +31 (0)30 248 69 11 Group Management Board ir. G.P. Sanderink R.T.A. Steenvoorden RA Group Management Committee ir. J.J. Hegeman E.A. Hermsen RA mr. drs. R.B. Kalma RC M.H. Schimmel mba rm ir. A. Schoots ir. G.J. Vos Central Works Council (COR) H. (Henk) van der Meijden (chairman) P. (Piet) Peerbooms (vice chairman) J. (Jan) Britsia (secretary) P. (Piet) Molendijk M. (Moniek) Snijder I. (Ilse) Vreman M. (Menco) Wierda J. (Jeroen) Reins J. (Jan) Kooter J. (Jolanda) Jansen-Zijleman (official secretary) Strukton Rail Strukton Rail Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen The Netherlands T +31 (0)30 240 72 00 Management A. Schoots (chairman) D.K. Schonebaum J.L. van Koppenhagen H.P. Huijzer Strukton Rail Oost Wijchenseweg 20, Nijmegen P.O. Box 6879, 6537 TL Nijmegen The Netherlands T +31 (0)24 700 20 00 Management J.E.H.M. Smits M.B.J. Maathuis Strukton Rail West De Corridor 4, 3621 ZB Breukelen The Netherlands T +31 (0)346 26 97 00 Management A.A. van Helmondt Strukton Rail Tram & Metro De Corridor 2-4, 3621 ZB Breukelen The Netherlands T +31 (0)346 26 97 00 Branch management H.G. Steehouwer Strukton Rail Burgemeester Maenhautstraat 64 9820 Merelbeke, Belgium T +32 (0)9 210 79 10 Management C. Lehouck P. Vanhie 119 Strukton Annual Report, 2010

Strukton Rail AB Uddvägen 7, 131 34 Nacka, Sweden T +46 (0)10 480 50 00 Management R. Röder Strukton Rail AS Nittedalsgata 7, Lillestrøm P.O. Box 483, 2001 Lillestrøm Norway T +47 (0)97 76 66 00 Management J.K. Hofker Strukton Rail GmbH & Co KG Forstfeldstrasse 5, 34123 Kassel Germany T +49 (0)561 570 47-0 Management J.L. van Koppenhagen Strukton Rail Production Support Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen The Netherlands T +31 (0)30 240 78 00 Welbergweg 60, Hengelo P.O. Box 258, 7550 AG Hengelo The Netherlands T +31 (0)74 255 88 00 Management J.O. Daugaard Strukton Systems Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen The Netherlands T +31 (0)30 248 69 70 Welbergweg 60, Hengelo P.O. Box 258, 7550 AG Hengelo The Netherlands T +31 (0)74 255 88 00 Kanaaldijk 18, Utrecht P.O. Box 1025, 3600 BA Maarssen The Netherlands T +31 (0)30 240 79 50 Management P.A. van Seventer Strukton Rolling Stock Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen The Netherlands T +31 (0)30 248 69 98 Twekkeler Es 35, 7547 ST Enschede The Netherlands T +31 (0)74 850 45 00 Van Coulsterweg 11, 2952 CB Alblasserdam The Netherlands T +31 (0)78 683 38 60 Management G.A. Kwikkers Strukton Rail Equipment Veemarktweg 2a, Den Bosch P.O. Box 1281, 5200 BH Den Bosch The Netherlands T +31 (0)73 690 16 00 Management J. Zeeman Technical Service Havenstraat 4, Zutphen P.O. Box 4097, 7200 BB Zutphen The Netherlands T +31 (0)575 54 12 25 Welding Division Kantonnaleweg 1, 3542 DB Utrecht The Netherlands T +31 (0)30 248 65 51 De Corridor 2, 3621 ZB Breukelen The Netherlands T +31 (0)346 26 97 00 120 Strukton Annual Report, 2010

Strukton Civiel Strukton Civiel Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Management J.J. Hegeman (chairman) M. Smitt F.M. Bekooij P.H.K. Kastermans Strukton Civiel Projecten Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Management J.J. Hegeman (chairman) M. Smitt F.M. Bekooij P.H.K. Kastermans Strukton Infratechnieken Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 67 74 Management H.J. Spoelstra Strukton Microtunnelling Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 67 74 Management H.J. Spoelstra Colijn Beheer Vierlinghstraat 17, Werkendam P.O. Box 66, 4250 DB Werkendam T +31 (0)183 40 10 11 Management S. Doornbos (chairman) E.J. van der Poel Colijn Aannemersbedrijf Vierlinghstraat 17, Werkendam P.O. Box 66, 4250 DB Werkendam T +31 (0)183 40 10 11 Management E.J. van der Poel Aannemingsbedrijf Molhoek Vierlinghstraat 17, Werkendam P.O. Box 66, 4250 DB Werkendam T +31 (0)183 30 15 36 Branch management M.A. Molhoek a.i. Terracon Funderingstechniek / Terracon International Vierlinghstraat 17, Werkendam P.O. Box 49, 4250 DA Werkendam T +31 (0)183 40 13 11, T +31 (0)183 40 35 29 Management S. Doornbos Terracon Spezialtiefbau GmbH Tietzstraße 25, D-13509 Berlin, Germany T +49 (0)30 417 44 23 3 Management S. Doornbos Reef infra Kelvinstraat 1, Oldenzaal P.O. Box 355, 7570 AJ Oldenzaal T +31 (0)541 58 41 11 Management A.W.M. Siemes (chairman) K. Braam J.P. Reef G.J. Kerkdijk Strukton Afzinktechnieken Mergor Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Management M. Smitt Geocon Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Management M. Smitt Strukton Prefab Beton Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 62 86 Management J.A.P. van Stratum 121 Strukton Annual Report, 2010

Strukton Milieutechniek Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Management J.E. van der Stelt Onderwater Techniek Nederland Edisonlaan 37, Weert P.O. Box 10113, 6000 GC Weert T +31 (0)495 65 77 77 Management R. van der Zweep Grondbank Nederland 2e Daalsedijk 8 V, Utrecht P.O. Box 19172, 3501 DD Utrecht T +31 (0)30 296 64 85 Management J.E. van der Stelt DMI Nederland Edisonlaan 37, Weert P.O. Box 10113, 6000 GC Weert T +31 (0)495 65 77 77 Management R. van der Zweep Afvalbank Nederland 2e Daalsedijk 8 V, Utrecht P.O. Box 19172, 3501 DD Utrecht T +31 (0)30 296 64 85 Management J.E. van der Stelt DMI Injektionstechnik GmbH Tietzstraße 25, 13509 Berlin, Germany T +49 (0)30 417 44 23-40 Management J.J. Hegeman W.I. Münch Strukton Industriebouw Plaza 24D, Moerdijk P.O. Box 112, 4780 AD Moerdijk T +31 (0)168 38 26 23 Branch management P.H. van der Schaaf Strukton Engineering Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 62 33 Management H.O. Moll Strukton Parkeren vof (collaboration with Strukton Bouw) Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Branch management A. Bruins Slot J. Valster Strukton Civiel Zuid-Oost Edisonlaan 37, Weert P.O. Box 10113, 6000 GC Weert T +31 (0)495 65 77 77 Management R. van der Zweep Tensa Vierlinghstraat 17, Werkendam P.O. Box 66, 4250 DB Werkendam T +31 (0)183 40 46 55 Management E.J. van der Poel Tubex Vierlinghstraat 17, Werkendam P.O. Box 183, 4250 DD Werkendam T +31 (0)183 67 98 88 Management C. Guis Strukton Bouw Strukton Bouw Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Management G.J. Vos B.A.P. Nijdam Strukton Bouw & Onderhoud Regio Midden Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Branch management A. Spithoven 122 Strukton Annual Report, 2010 Locations Amsterdam, Utrecht

Strukton Bouw & Onderhoud Regio Noord Heresingel 8, Groningen P.O. Box 733, 9700 AS Groningen T +31 (0)50 314 07 20 Management D.J. Bax Strukton Projectontwikkeling Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Management B.A.P. Nijdam Locations Assen, Zwolle Strukton Bouw & Onderhoud Regio Zuid Bokelweg 104, Schiedam P.O. Box 191, 3100 AD Schiedam T +31 (0)10 477 00 77 Branch management G. van Tiem Strukton Integrale Projecten Strukton Integrale Projecten Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 62 03 Management E.A. Hermsen RA Business Unit Pps-projecten Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 62 03 Management P.J.A. Peekel Strukton Worksphere Head Office Planetenbaan 1, Maarssen P.O. Box 1830, 3600 BV Maarssen T +31 (0)346 58 88 88 Management M.H. Schimmel (chairman) G.L.H. Hoek RC T. Hoefsloot H.J. van der Meulen Business Units Exploitatie Westkanaaldijk 2, Utrecht P.O. Box 1025, 3600 BA Maarssen T +31 (0)30 248 69 11 Management J.E.W. Winnubst Projecten Planetenbaan 1, Maarssen P.O. Box 1830, 3600 BV Maarssen T +31 (0)346 58 88 88 Management A.F. Balm District Noordwest Amsterdam Naritaweg 134, Amsterdam P.O. Box 56383, 1040 AJ Amsterdam T +31 (0)20 606 23 00 Management D.H. Mulder District Zuidwest Capelle aan den IJssel Ligusterbaan 2, Capelle a/d IJssel P.O. Box 436, 2900 AK Capelle a/d IJssel T +31 (0)10 258 28 00 Management D.H. Mulder District Zuid Eindhoven Sciencepark Eindhoven 5206, Son P.O. Box 356, 5600 AJ Eindhoven T +31 (0)40 282 56 00 Management J.T. Lemmen 123 Strukton Annual Report, 2010

Elsloo Business Park Stein 107, Elsloo P.O. Box 519, 6180 AA Elsloo T +31 (0)46 428 84 00 Management J.T. Lemmen Breda Minervum 7020, Breda P.O. Box 9443, 4801 LK Breda T +31 (0)76 572 34 00 Management J.T. Lemmen District Noordoost Groningen Lelystraat 2, Leek P.O. Box 147, 9350 AC Leek T +31 (0)50 366 69 00 Management T. Hoefsloot a.i. Leeuwarden Archimedesweg 7, Leeuwarden P.O. Box 518, 8901 BH Leeuwarden T +31 (0)58 234 32 00 Management T. Hoefsloot a.i. Deventer Maagdenburgstraat 26, Deventer P.O. Box 611, 7400 AP Deventer T +31 (0)570-683600 Management T. Hoefsloot a.i. District Midden Utrecht Willem Dreeslaan 14, Utrecht P.O. Box 9377, 3506 GJ Utrecht T +31 (0)30 273 63 63 Management J. van Leeuwen Strukton Materieel Strukton Materieel Kantonnaleweg 1, Utrecht 3542 DB Utrecht T +31 (0)30 248 65 15 Management A.J. Versluis 124 Strukton Annual Report, 2010

Glossary Alliance contract: CO2 performance ladder: Core values: COSO: CSR: DBFMO: DKK: EBIT (operating result): EBITDA (operational result): EUR: GBP: IFRS: Immersion techniques: written agreement for a partnership in which the parties (client and contractor) participate on an equal basis. The crux is that the partners collaborate on an equal footing in order to realise shared objectives and obtain mutual benefits. Profits or losses are shared and risks are born jointly. instrument developed by ProRail to challenge and encourage companies bidding in tenders to be aware of and reduce their own CO2 emissions. the three components of the Strukton mentality: being proactive, taking initiative and being innovative Committee of Sponsoring Organisations of the Treadway Commission Corporate Social Responsibility Design, Build, Finance, Maintain, Operate kind of contracting in which the client appoints a private consortium for a long period with responsibility for the design, realisation, financing, management and maintenance and facilities services of a project. Danish krone Earnings Before Interest and Tax Earnings Before Interest, Tax, Depreciation and Amortisation euros British pounds/pounds sterling International Financial Reporting Standards (formerly International Accounting Standards, IAS), the standard international accounting rules as of 1 January 2005 for preparing the annual accounts of all listed companies within the European Union. These rules improve the comparability of annual figures and the transparency of the financial position and results. technological solutions for lowering tunnel elements onto the bed of the body of water 125 Strukton Annual Report, 2010

Glossary Invested capital: Lifecycle-based approach: Monopsony: NOK: Order book: PBM: PMC: PPP: PPP project: Preferred bidder: QHSE: Return on capital invested: SEK: Working capital: equity plus available loans and the net value of bank credit balances and current account overdrafts an approach that considers the entire lifecycle of a building or civil engineering construction a market dominated by a single buyer Norwegian krone contracts that have been won, but still need to be carried out performance-based maintenance, a new kind of contract for track maintenance product-market combination Public Private Partnership Public-Private Partnership in which a public sector organisation appoints a private consortium for a long period with responsibility for the design, realisation, financing, management and maintenance and frequently also the facilities services of a project. the last remaining party in a selection procedure for a contract Quality, Health & Safety and the Environment ratio of operating result (EBIT) to average capital invested Swedish krone current assets excluding uncommitted cash and cash equivalents less non interest bearing short-term liabilities Accident rate: Total no. of fatal accidents and serious accidents with absence > 3 days x 100,000 total no. of hours worked Frequency: Total no. of fatal accidents and serious accidents with absence > 3 days x 1,000 average number of employees IF index: 1,000,000 x (no. of accidents resulting in absence) no. of hours worked 126 Strukton Annual Report, 2010

Acknowledgements Strukton Groep nv Coordination and editing: Corporate Communications Text: Suus van Geffen, Utrecht Translation: Business Translation Services, Rotterdam Design and layout: AC+M, Maarssen Photography: 3D view, CIIID/Cees van Giessen, Frank van Biemen, Imre Csany, Dagblad van het Noorden, Hein van den Heuvel, Jeroen Lange, Jildiz Kaptein, Michael Kloeg, Mario van Maaren, Dirk van Meeteren, Eva-Lotta Pettersson, ProRail/Gerrit Serné, Quist Wintermans Architekten, Willem Jan Ritman, Dario Seiler, Ronald Tilleman, Martin Uitvlugt, UNStudio, www.noordoost.nl Alex J. de Haan and Mark van der Zouw. 127 Strukton Annual Report, 2010

128 Strukton Annual Report, 2010 www.strukton.com