bib.kuleuven.bebib.kuleuven.be/files/ebib/jaarverslagen/NPM_2009(1)eng.pdfGLOSSARY COMPAGNIE...

GLOSSARY

COMPAGNIE NATIONALE À PORTEFEUILLE S.A.NATIONALE PORTEFEUILLEMAATSCHAPPIJ N.V.Rue de la Blanche Borne, 12 – 6280 Gerpinnes (Loverval) – BelgiumRegistered under number 0404.676.971 - RPM CharleroiPhone: +32.71.60.60.60 – Fax: +32.71.60.60.70Website: www.npm-cnp.be

Business R

eport 2009

Business report 2009

Management philosophyThe simple, organisational and temporal strategy rests on a set of processes and projects, based on plans that are interwoven tightly enough to capture the scenario that corresponds to the reality of the moment and seize any opportunity that may occur. This organisation by project is implemented by a multi-disciplinary team whose manager, the managing director, is responsible for its orientation, coherence, coordination and emulation, while favouring individual entrepreneurship.

This value management is process-oriented and is applied by the holding’s small, unified management team both to the structures themselves and to the shareholdings that they hold.

NPM/CNP intends to limit its role to performing the basic roles making up its activity as a professional shareholder:

• Strategic decisions and orientations, including asset arbi-trage, investments and disinvestments;

• Selecting and motivating of managers;

• Financial engineering and the management of financing sources (optimisation of the weighted average cost of capi-tal).

This professional shareholder activity is exercised with a decreasing intensity according to whether the shareholdings:

• are within the consolidation perimeter (consolidated, propor-tionally consolidated or equity-accounted shareholdings);

• are outside the consolidation perimeter.

Positioned as a value, volatility and risk manager, NPM/CNP tries to effectively collaborate with the management of the companies in which it has a shareholding, in order to better tackle these various aspects; this dialogue involves periodic reporting focused on the monitoring of key indicators, allowing the shareholder to follow the development of business, assess its risks and opportunities, and, with the support of a strategic monitoring process, manage the timing of major decisions.

The shareholder’s role is therefore different from that of the manager, who is responsible for day-to-day management and accordingly has a great deal of independence to ensure the flexibility and speed of his actions. As trust does not exclude control, NPM/CNP’s representatives reconcile the roles of supporting the management and acting as its counterbalance, within the framework of a reciprocally assumed Corporate Governance.

What is NPM/CNP?NPM/CNP is a holding company incorporated in Belgium, listed on EURONEXT Brussels and controlled by the FRÈRE family.

Mission statementNPM/CNP’s mission is that of a family company managed with a strong sense of responsibility: its long-term aim is balanced growth in the value of the assets entrusted to it by its shareholders and in the dividend distributed to them, with a limited risk profile. This value creation involves the gener-ating of net operating profits from invested capital that are greater than the weighted average cost of capital; this capital cost of course takes into account the risk connected with the activities to which the capital is dedicated.

Intention and strategyDriven by significant ambitions, NPM/CNP intends to play a role and be respected by investors and by its peers as a value processor contributing to the creation of business Europe. This intention is adapted to the strategy applied to a portfolio of assets held:

• either directly, including shareholdings that are consolidat-ed (TRANSCOR ASTRA GROUP, DISTRIPAR, ENTREMONT ALLIANCE - held for sale in 2009 -, BELGIAN ICECREAM GROUP), proportionally consolidated (TRASYS, GROUPE FLO, GO VOYAGES and CHEVAL BLANC), equity account-ed (GRUPPO BANCA LEONARDO, AFFICHAGE HOLDING, FIDENTIA, TIKEHAU,…) or other shareholdings that are more limited in terms of percentage but are often worth more (TOTAL, IBERDROLA, M6, …);

• or through the PARGESA / GBL Group, over which NPM/CNP exercises joint control with the POWER Group (Canada), which controls IMERYS, equity accounts for LAFARGE and holds major shareholdings in international companies (TOTAL, GDF SUEZ, PERNOD RICARD, SUEZ ENVIRONNEMENT, IBERDROLA).

Gilles SAMYN, CEO and Roland BORRES, CFO, certify, in the name and on behalf of NPM/CNP, and to the best of their knowledge, that:

i) the financial statements as of 31 December 2009 presented in this annual report were established in accordance with applicable accounting standards (IFRS or Belgian accounting legislation) and give a true and fair view, as defined by these standards, of the assets, liabilities, financial position and results of NPM/CNP and of the companies included in the consolidation (1);

ii) this annual report includes a true and fair view of the evolution of the activities, results and situation of NPM/CNP and of the companies included in the consolidation (1), and contains a description of the main risks and uncertainties they face.

(1) “Consolidated companies” are NPM/CNP’s subsidiaries and joint ventures within the meaning of Article 11 of the Belgian Company Code. See list on page 58 of the financial and legal report.

DECLARATION BY THE PERSONS RESPONSIBLE FOR THE FINANCIAL STATEMENTS AND FOR THE MANAGEMENT REPORT

NPM/CNP :a holding company,a professional shareholder

CNP 2857 RA2009_Cover EN 01.indd 1 29/03/10 9:53:16

GLOSSARY


Business R

eport 2009

























Responsible editor:

Roland BORRES, Chief Financial Officerc/o NPM/CNPRue de la Blanche Borne, 126280 Gerpinnes (Loverval) – Belgium

Design-realisation: www.concerto.bePrinter: Imprimerie DEREUME

Copyright:Page 7 of the business report and and 84 of the financial and legal report: Nicolas GiudiceGRUPPO BANCA LEONARDO: © Michael BalderasAFFICHAGE HOLDING: © Bruno EberliFIDENTIA: © Architectes Assar – picture library bureau DetroisGROUPE FLO : © Denis DarzacqTOTAL: © Total picture libraryIBERDROLA: © Iberdrola picture libraryM6: © Géraldine BrunelLAFARGE: © DR Lafarge picture libraryIMERYS: © Dominique DécuivreGDF SUEZ: © P. DureuilPERNOD RICARD: © Simon BradleySUEZ ENVIRONNEMENT: © T. Duvuvier/Trilogi’c NPM/CNP : © Samyn & Partners / picture: © Ch. Bastin and J. Evrard

Version française disponible sur demande.Nederlandse versie op aanvraag.

Assets shownat market price

Assets shownat book value

controlling percentage

EUR … mio(share in the adjusted net assets

of NPM/CNP)

(1) Based upon the latest notifications of significant shareholdings received as at 31 December 2009 (please refer to pages 93 and 94 of the financial and legal report).(2) In principle, 2.99% of the capital intended to cover stock option plans (as at 31 December 2009).

NPM/CNP is the listed entity of the Group commonly known as the “Groupe de Charleroi”. Controlled by Mr Albert FRÈRE, it consists of three levels:

FRÈRE-BOURGEOIS, the parent compa-ny, whose capital is owned indirectly by the FRÈRE family;

ERBE,the partnership with BNP PARIBAS (see page 80 of the financial and legal report);

and NPM/CNP, the interface with major institutional investors and the market.

Apart from its direct investment activi-ties, the NPM/CNP Group also pursues an investment activity through PARJOINTCO / PARGESA / GBL and the companies within their Group.

PARJOINTCO, set up in 1990, was used by the Group to unite its participation in PARGESA with that of POWER CORPORATION DU CANADA, a Group controlled by Mr Paul DESMARAIS Sr. and his family.

This alliance is governed by an agreement binding the partners until 2014.

This covers PARGESA, its subsidiaries and its strategic interests.

PARJOINTCO

Power Corporation

AGESCA NEDERLAND

50% 50%

GBL

89,5%10,5%

joint control

joint control

54,1%

indirect shareholdings direct shareholdings

FRÈRE-BOURGEOIS

BNP PARIBAS

ERBE Other shareholders

NPM/CNP

20,8% (1) 46,5% (1) 28,3%

53% 47%

4,4% (2)

50,0%

3,8%

PARGESA

Group Structure and Shareholdersas at 31 December 2009

Group assets as at 31 december 2009This organisation chart is regularly updated on the NPM/CNP website (www.npm-cnp.be).

Groupe FloEUR 33 mio

Treasury and bank depositsEUR 2 282 mio

Own sharesEUR 125 mio

Other assetsEUR 17 mio

TrasysEUR 14 mio

Distripar/BSSEUR 66 mio

Distriplus (PLANET PARFUM/DI/CLUB)

TikehauEUR 25 mio

TotalEUR 1 479 mio

1,4 %

Gruppo Banca LeonardoEUR 165 mio

Affichage HoldingEUR 56 mio

EiffageEUR 50 mio

Tikehau FundsEUR 47 mio

M6EUR 165 mio

IberdrolaEUR 209 mio

LafargeEUR 422 mio

ImerysEUR 318 mio


TreasuryEUR 90 mio

(1) 100%-controlled.(2) Through an 80% subsidiary (NPM/CNP’s economic percentage : 40%).(3) GO INVEST, jointly controlled with GROUPE ARNAULT, owns 62% of LYPARIS/GO VOYAGES

(NPM/CNP’s economic percentage: 31%).(4) TRASYS GROUP, 82% held by GIB, owns 100% of TRASYS; (NPM/CNP’s economic percent-

age: 41%).(5) FINANCIÈRE FLO, 66% controlled by GIB, owns 71.7% of GROUPE FLO (NPM/CNP’s economic

percentage: 23.7%).

(6) NPM/CNP controls 50% of TIKEHAU CAPITAL ADVISORS (NPM/CNP’s economic percentage: 47.5%) and owns 17.3% of the investment company, TIKEHAU CAPITAL PARTNERS (NPM/CNP’s economic percentage : 25%).

(7) 5% voting rights (statutory limitation).(8) NPM/CNP controls 50% of FIDENTIA REAL ESTATE INVESTMENTS and owns 67.8% of

FIDENTIA GREEN BUILDINGS.

TotalEUR 512 mio

GDF SUEZEUR 430 mio

Pernod RicardEUR 175 mio

Suez EnvironnementEUR 68 mio

IberdrolaEUR 26 mio

Total assetsEUR 7 441 mio

NPM/CNPLong-term debtEUR 1 874 mio

Adjusted net assetsEUR 5 567 mio


Groupe PARGESA/GBLLong-term debt

EUR 293 mio


DIRECT INVESTMENTS

INDIRECT INVESTMENTS

OTHER ASSETSCONSOLIDATED OR EQUITY-ACCOUNTED

SHAREHOLDINGS


Long-term debtEUR 1 581 mio


Assets held in joint-venture GROUPE ARNAULT

Assets held in joint-venture ACKERMANS & van HAAREN

Assets held in joint-venture TIKEHAU

50 %(4)

80 %(1)

35,8 %(5)

100 %

Belgian Icecream GroupEUR 20 mio

100 %

50 %(6)

25,3 %(7)

1,4 %

7,1 %

0,6 %

–

–

–

=

=

=

50 %

Transcor Astra GroupEUR 391 mio

Other assets EUR 72 mio

Cheval BlancEUR 67 mio

Unifem/Entremont AllianceEUR 30 mio

FidentiaEUR 40 mio

Lyparis/Go VoyagesEUR 36 mio

50 %(2)

50 %(3)

64,2 %

50 %(8)

5,2 %

4,0 %

9,1 %

7,1 %

0,6 %

21,1 %

56,8 %

19,5 %

STICHTING A.K. FRÈRE-BOURGEOIS(NETHERLANDS)

Mr ALBERT FRÈRECHAIRMAN OF THE RAAD VAN BESTUUR

Glossary

Restricted consolidationAs a supplement to the consolidated accounts, since 1990, NPM/CNP has been publishing a restricted consolidation analysis; this is based on Belgian account-ing principles and is presented as the Group share; the consolidation perimeter is limited and does not include either PARGESA or the industrial or commercial companies in which NPM/CNP has a shareholding, even if it is a controlling one. Based mainly on cash flow elements, it allows shareholders and analysts to see, on a comparable basis, the development of the profits generated by the group, as a holding company, from its portfolio of activities, independently of the equity-accounting or consolidation of one shareholding or another.The shareholdings contribute to the profits in an amount equal to the dividends paid to the NPM/CNP Group.

ConsolidatedPerimeter within which, unlike restricted consolidation, the PARGESA Group and the industrial or commercial shareholdings are consolidated, globally in the case of control (TRANSCOR ASTRA GROUP, DISTRIPAR, UNIFEM / ENTREMONT ALLIANCE - held for sale in 2009 - and BELGIAN ICECREAM GROUP) and propor-tionally in the case of joint control (PARGESA, GBL, IMERYS and their subsidiaries, TRASYS, GROUPE FLO, GO VOYAGES, CHEVAL BLANC), or are equity accounted in the case of significant influence (LAFARGE, GRUPPO BANCA LEONARDO, AFFICHAGE HOLDING, FIDENTIA, TIKEHAU,…). The consolidated accounts are prepared according to IFRS norms.

Valuation basisThe valuation basis, in which, all shareholdings held are accounted for accord-ing to a “pro forma” equity method, gives a profit vision of the entire NPM/CNP portfolio.

I.F.R.S. (International Financial Reporting Standards)Accounting standards applied to NPM/CNP Group’s consolidated accounts since 2004.

Operating profitPortion of the net profit (Group share) resulting from an economic analysis, exclud-ing the capital profit.

Profit on capital operationsPortion of the net profit (Group share) resulting from an economic analysis that includes the capital gains or losses and impairments on shareholdings and activi-ties or operations of a particular kind.

Adjusted net assets per shareNet book assets per share adjusted according to the principles described on page 20. This is in no way a valuation of NPM/CNP’s shares (“fair value”), but a basis for evaluation in which only the listed assets are revalued at their market value; it is therefore up to the analyst to estimate the value of NPM/CNP’s shares on this basis, by replacing the book value of the unlisted assets with the value that he intends to assign to them.

Total Performance for ShareholdersCumulated annual internal rate of return realised both in the form of a dividend and an appreciation of the adjusted net assets or of the stock market price.

Non diluted earnings per shareEarnings per share excluding the potential effect of the exercise of the stock option plans.

Fully diluted earnings per shareEarnings per share taking into account outstanding stock options.

Corporate GovernanceCorporate governance is a set of rules and behaviours according to which compa-nies are managed and controlled.• Belgian Corporate Governance Code – www.corporategovernancecommittee.be• NPM/CNP’s Corporate Governance Charter available on www.npm-cnp.be


Responsible editor:









of NPM/CNP)










PARJOINTCO

Power Corporation

AGESCA NEDERLAND

50% 50%

GBL

89,5%10,5%

joint control

joint control

54,1%


FRÈRE-BOURGEOIS

BNP PARIBAS


NPM/CNP

20,8% (1) 46,5% (1) 28,3%

53% 47%

4,4% (2)

50,0%

3,8%

PARGESA


Group assets as at 31 December 2009This organisation chart is regularly updated on the NPM/CNP website (www.npm-cnp.be).





TrasysEUR 14 mio



TikehauEUR 25 mio

TotalEUR 1 479 mio

1,4 %



EiffageEUR 50 mio


M6EUR 165 mio


LafargeEUR 422 mio

ImerysEUR 318 mio


TreasuryEUR 90 mio




percentage: 23.7%).




TotalEUR 512 mio

GDF SUEZEUR 430 mio



IberdrolaEUR 26 mio






EUR 293 mio


DIRECT INVESTMENTS



SHAREHOLDINGS




Assets held in joint-venture with GROUPE ARNAULT

Assets held in joint-venture with ACKERMANS & van HAAREN

Assets held in joint-venture with TIKEHAU

50 %(4)

80 %(1)

35,8 %(5)

100 %


100 %

50 %(6)

25,3 %(7)

1,4 %

7,1 %

0,6 %

–

–

–

=

=

=

50 %





FidentiaEUR 40 mio


50 %(2)

50 %(3)

64,2 %

50 %(8)

5,2 %

4,0 %

9,1 %

7,1 %

0,6 %

21,1 %

56,8 %

19,5 %



Glossary













Business report 2009 NPM/CNP 1

Content

BUSIneSS report

Group Structure and Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . under front cover

Group Assets at 31 December 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . under front cover

Message to shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Key figures and main events of the past 10 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

Main events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

the year 2009 and prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Main events of the 2009 financial year and the first months of 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Results and appropriation of profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Stock market data and shareholders’ agenda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

Adjusted net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20

our Shareholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26

Direct shareholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28

Consolidated or equity-accounted shareholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30

Other shareholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

PARGESA Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62

Consolidated or equity-accounted shareholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

Other shareholdings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .72

Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .78

executive Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .79

Social and environmental integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .under back cover

FInAnCIAl AnD leGAl report

Financial informations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USB flash drive

Main risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USB flash drive

Corporate governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USB flash drive

Staff and organisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USB flash drive

other legal information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USB flash drive

This English version is a translation of the French version of the Annual Report as approved by the Board of Directors of NPM/CNP; the French version (available on the enclosed USB flash drive, upon request at the company, or on the company website www .npm-cnp .be) alone is therefore authoritative .

The present business report, together with the financial and legal report, constitutes NPM/CNP’s annual report, which includes the management report prescribed by article 119 of the Belgian Company Code .The financial and legal report can be consulted on the enclosed USB flash drive . Alternatively, the paper version of this report is available upon request or can be consulted on the company’s website, www .npm-cnp .be .The enclosed USB flash drive contains an interactive version of the annual report 2009 as well as the financial information of the past ten years .

&

2 NPM/CNP Business report 2009

MeSSAGe to ShAreholDerS

After a frankly morose 2008, the 2009 financial year yielded only a “mediocre” harvest for the NPM/CNP Group. The overall performance for the shareholder (including the distributed dividend) came to 9.1% on the basis of the stock market price (17.4% measured in terms of adjusted net assets).

Operating profit remains stable in the restricted consolidation and the consolidated operating profit is up by 8%, demonstrat-ing the resilience of our model and of our business portfolio.

We are ending the year free of debt. To the contrary, the hold-ings of the restricted consolidation post “strong” cash posi-tions. That being said, you are well aware that our returns are diluted by the significant proportion of our assets kept in the form of liquidities, liquidities that guarantee us the possibility of seizing the opportunities that, we hope, will arise at some point in the future. According to our calculations, this prudent twofold policy of debt-avoidance and a positive cash position affected our performances by some 2% in 2009. We could work with risk adjusted returns but we prefer the simplicity of TSR (total shareholders’ return).

The compound average annual return for the shareholder over ten years - in stock market terms – came to 12%, while that of the BEL 20 index came to only 0.6% and that of the EUROSTOXX 50 is -2.6% per annum (the weight and adverse performance of the banking sector in these indexes having probably affected their return).

In terms of net asset value, the performance over the same period amounted to 8.9%, with the discount at the beginning of 2000 being higher than at the end of 2009. This performance far outstrips that of the market but is in line with what was expected from us at the beginning of 2000 (around 8%). You have become accustomed to an average annual value creation of 3 to 4%. This has fallen to 1% over the past ten years in the wake of the poor performances of 2008, and to a lesser extent, of 2009, which will, by definition, affect our ten-year returns up until 2017.

In view of the fact that we define ourselves as professional, long-term shareholders, we believe that reporting to our own shareholders on the basis of the long-term performance (10 years) is the most objective method available. In our experi-ence, however, this is a delicate exercise, especially when comparisons are drawn with the market or with competitors. It is even more delicate when it is necessary, and it is always necessary, to take into account the volatility of the returns from the point of view of their beneficiaries.

When we say that NPM/CNP has generated an average com-pound annual return of 12% for its shareholders in terms of dividend and stock price increase since the 1st of January 2000, this takes into account a reinvestment in NPM/CNP shares of the dividends paid at the price applicable on the day of their distribution.

To put it in more straightforward terms, it is tantamount to saying that a NPM/CNP share acquired by a shareholder at its stock market price on 1 January 2000 (EUR 15.67) was worth EUR 45.58, again in stock market price, as at 31 December 2009 (multiplying the initial investment by 3.1) after payment of the annual dividend. This dividend has grown every year, increasing from 47 euro cents per share in 1999 to 83.5 euro cents in 2009 (+ 78% or a compound average growth of 6% over 10 years and up 7% in 2009).

When compared with the securities that today make up the BEL 20 index, your share is showing the third best return over ten years but, if we had considered the “long-term” as a nine-year period, we would “only” make it into fourth place with an 11.4% compound average annual return. Had we opted for an eight-year reference period, we would have come joint fifth. We are telling you this to illustrate that all these rankings should only serve as a guide and should not be considered as an absolute value. To make a long story short: we position ourselves at the top of the league.

Consideration should also be given to the volatility of the returns. This means setting ourselves an objective in addition to giving you the best possible ten-year return : this objective is to limit the gap between our ten-year returns from one year to the next, so that anyone of you who has bought or sold securi-ties one year does not become too euphoric or too despondent the following year.

NPM/CNP has generated an average compound annual return of 12% for its shareholders in terms of dividend and stock price appreciation over the past ten years... In terms of net asset value, the performance over the same period amounted to 8.9%.

Ladies and Gentlemen, dear Shareholders,


In this respect, compared with the other BEL 20 companies, your company boasts a low degree of return volatility, even if this has clearly increased since NPM/CNP joined the BEL 20 index. Taking into account the relative nature of any com-parisons with other securities of the BEL 20, as stressed above, NPM/CNP in fact notches up the fourth lowest historical return volatility over the rolling ten year average.

trAnSpArenCY: WhAt IS npM/Cnp ?

Reading back over the messages that we had addressed to you in our last few annual reports confirmed to us that transpar-ency may be an essential exercise, but that it is also a delicate exercise.

NPM/CNP is a diversified company; its portfolio covers 23 busi-ness lines in sectors as varied as food processing, oil trading, oil, specialised retail, IT services, etc.

We could have opted for another take on things and said that we are a company that invests mainly in energy and oil, with a complementary activity comprised of a diversified portfolio, representing almost half of our allocated resources. That is also true.

Strategically, the difference is however important and we take this into account in our thinking given that, as we told you last year, “loving” energy and oil as we do, we are very active in these sectors.

A CoMpAnY thAt SetS GreAt Store BY enerGY AnD oIl

Within TRANSCOR ASTRA GROUP we have started to invest in alternative energies via EGL as well as via TTR (a joint venture between TRANSCOR and TPF) or via the development of a specialised fund operated by TTR1 (DEGROOF GREEN FUND). While these developments may be minor in terms of NPM/CNP’s business portfolio, we should not lose sight of the fact that, in 1999, TRANSCOR ASTRA only represented 1.3% of your Group’s net asset value, a share that had grown to 7% by the end of 2009. As the saying goes, from little acorns mighty oak trees grow.

Along the same lines, while TRANSCOR ASTRA has decided not to invest in the production of biofuels, essentially in view of the capital-intensive nature of these activities as well as their strict regulation and dependence on subsidies granted by the public authorities, we have developed a trading activity within TRANSCOR, which indirectly makes NPM/CNP an international player in this field, without the need for a huge capital outlay. That does not mean that we will never invest in this sector, but it is an example of the general attitude that we are trying to adopt with regard to new opportunities that arise.

the eFFeCt oF the reGUlAtorY enVIronMentS

The NATIONALE PORTEFEUILLEMAATSCHAPPIJ / COMPAGNIE NATIONALE A PORTEFEUILLE likes to present itself as a com-pany controlled by Mr Albert FRERE and his family because, over and beyond the idea of control, this characterises our philoso-phies as well as our decision-making and action processes.

When any of the companies in our portfolio is suffering, what-ever the reason, we turn our attention to it, sometimes to the point of devoting a great deal of – maybe too many – resources and time to it, disproportionate to its actual contribution to our net assets. Even if it is only natural that we should remain in our role of professional shareholder, leaving the job of managing the company in the hands of the managers, this task can prove to be very demanding.

That was the case for UNIFEM/ENTREMONT ALLIANCE that, at the beginning of 2009, only represented some 1% of our adjusted net assets and yet commanded an unreasonable amount of NPM/CNP’s time and energies. As at 31 December 2009, this group was considered as “held for sale” and its results presented among the discontinued activities.

ENTREMONT has been a bad investment for NPM/CNP. The company may well be efficiently managed and have a mod-ern and competitive industrial tool, its concentration on the commodity cheese sector (at a time when the price of milk in France is fixed independently of the international market for a plethora of reasons linked to the country’s agricultural policy) has brought the company to its knees.

(1) Please refer to page 83 of this report .


This sad story is probably drawing to a close, even though the past has shown us that surprises sometimes lie ahead. Its impact on NPM/CNP’s long term performances (0.6%) is not negligible and it will continue to be a blot on our copybook. Let us hope that we will draw lessons from the experience.

Another of the Group’s companies to suffer at the hands of regulation is AFFICHAGE HOLDING which, even if its Swiss business proved resilient during the crisis and the advertis-ing slump that followed it, witnessed the stinging failure of its international diversification strategy in Greece (and, to a lesser extent, in Bosnia). The sudden ban, without a transitional period, on tobacco advertising in Greece robbed it in one fell swoop of around 30% of its turnover while the changes to the billboard law are directly affecting its business model.

It was therefore only natural to reflect these two negative developments in our 2009 accounts and we have decided to impair our investment in ENTREMONT to its realisation value, determined in the course of contacts and negotiations. As regards AFFICHAGE HOLDING, this company has itself booked the necessary impairments which have been automatically passed on into our accounts through the equity accounting, and have also been booked into our restricted consolidated accounts.

FInAnCIAl CoMMUnICAtIon toolS: hoW Do We Keep YoU InForMeD

You know that the restricted consolidation accounts are our preferred accountability tool.

Indeed, we believe that they have both an absolute value and a comparison value over time, contrary to the IFRS consolidated accounts that must contend with rules that sometimes have little economic meaning and their never-ending modification, which reduces their level of utility in absolute terms and in terms of comparison over time. This stands true, even if, to enhance the information provided, we pad out the IFRS consoli-dated accounts with an economic analysis isolating their oper-ating components, in order to allow a fully-fledged economic comparison from one year to the next.

Our financial objectives are, in the long term, the growth of the value of the adjusted net assets and of the dividend. We monitor this evolution with the help of the restricted consolidation.

The global consolidated operating result allows you, from one year to the next, to compare the evolution of the underlying eco-nomic performances of our portfolio. However this is relative, as only 30% of our net assets are consolidated.

That is why we complete the analysis with the concept of “valu-ation basis”. This valuation basis sets out to show, by means of “pro forma” equity accounting, the share of profit belonging to NPM/CNP for all of the shareholdings that it holds directly or indirectly, even if the stake held is only minimal. The evolution of this indicator is the most reliable indicator of the group’s economic health and its development.

A heAlthY DIVIDenD Up BY 7% For 2009

In restricted consolidation terms, the year 2009 was a chal-lenge; in fact, at the beginning of 2009, we had treasury funds of EUR 2.3 billion, invested at a variable rate and on the other side a long-term debt (4%) of EUR 1.6 billion. The interests on bank deposits were significantly below this rate and there were therefore grounds to fear an impact of several tens of millions of euros on the NPM/CNP’s operational profitability.

Despite this, we closed the year with a restricted consolidated operating profit per share up by 1% - even if the absolute figures are down by 1% - thanks to the effect of our share buy-back programme and the cancellation of the shares thus acquired. For the shareholder, only the result per share is significant. The 2% difference corresponds exactly to the 2% of cancelled shares.

This performance is due to:

+ an active treasury management, which nevertheless was not possible without some risk-taking:

- we invested EUR 900 million at a rate almost identical to the debt of EUR 930 million, also in the mid-term;

- we acquired and sold a portfolio of “corporate” bonds, that yielded a result both in interests and in capital gains;

- forging ahead with our stock trading activity, we recorded some capital gains and reversals of impairments where in 2008, having been wrong footed, we registered various losses and impairments.

+ for the remainder, NPM/CNP certainly benefitted from the increased dividends from TOTAL, TRANSCOR ASTRA, … but also suffered from the reduction, or cancellation of certain dividends.


The discount doesn’t influence our strategy or our management processes...It affects moderatly or not the stable shareholder in the long-term.

What is important is that, on the whole, our operational per-formances in restricted consolidation have held up and that consequently, we are once again able to propose a 7% increase in the dividend whereas we will propose a continuation of the own share buy-back programme at a pace close to that of 2009.

In fact, even if the amount that we will propose be devoted the buy-back of our own shares is down by 5% in terms of data per share, the careful management of last year’s programme (at the time of writing, we had only effectively devoted around three quarters of what you had authorised us to buy back, carrying the surplus forward to subsequent financial years) means that the programme will not slow down. These attitudes provide yet another demonstration of the “family” character of our management.

the ChAllenGe oF reStrICteD ConSolIDAtIon For 2010 AnD 2011

2010 and 2011 also present a challenge in terms of the restricted consolidation operating profit. To take up this chal-lenge, we have decided, in the light of the resources provided by the debt over several years, to invest in “various long-term investments” that we intend to hold over a horizon leading up until the maturity of these debts. These “various long-term investments” will be characterised by their high dividend return. As such, they are therefore not to be considered as stra-tegic long-term investments, nor are they short-term invest-ments held for trading purposes but rather an intermediary category, a kind of mid-term treasury.

We talked about transparency a few lines back but we ask you to accept our decision not to approach these long-term invest-ments in the same way as our strategic investments. This means that we will present them in one line “various long-term investments” and not comment on them individually in our quarterly or annual reports.

We will give ourselves the leeway necessary to optimise the return on these lines through the use of derivatives, while maintaining our profile as a “prudent manager”.

the DISCoUnt

Some of you will remember us saying “the shareholders set the discount, we manage the adjusted net assets and the dividend”. That does not mean that we are indifferent to the discount but that, having tried unsuccessfully to do everything to eliminate it, we have resigned ourselves to accepting it as an exogenous factor. That being said, the higher volatility of the discount on the NPM/CNP shares for some time now is something that questions us, even if it is generally the case for all assets, in one way or another, since the events of 2007-2008.

The holding securities market has become once again a dis-count-driven market, some going as far as to advise on the sale of a holding security concomitant to the purchase of another only on this criterion.

We can only repeat to you that this does not influence our strat-egy or our management processes.

We will continue to invest, to do business, through the acqui-sition of listed or unlisted companies to generate long-term value. Our historical returns demonstrated this, but we con-sider these as only a foretaste of the challenge we are facing for the future.

We continue to believe that the discount does not affect the sta-ble shareholder in the long-term because, in the course of the cycles, when selling a security, the shareholder can recover a discount equivalent to that encountered at acquisition – as long as he awaits such time, thus neutralising the effect of the dis-count and harnessing the real value produced, in terms of the adjusted net assets, by our strategies and processes.


reMUnerAtIon polICY

After 4 years of wage stability, the Group will carry out, in 2010, a re-evaluation of the remuneration of its managers but also of its directors and all of its staff members on the basis of the conditions prevalent on the market. BOYDEN and TOWERS WATSON, our consultants, will help it in these efforts.

As we informed you last year, the periodicity of the salary re-evaluations has been reduced, in the future, to three years, in order to better reflect the actual situation on the market. The next one is therefore planned for 2013.

The re-evaluation that will be carried out in the middle of the year 2010 will take into account, as announced, NPM/CNP’s place in the “ranking” of the global ten-year returns for the shareholders within the BEL 20 and the CAC 40. As we are within the first quarter of the BEL 20 and of the CAC 402, the remunerations will be fixed in the upper echelons of the “brackets” that will be supplied to us by our external col-leagues for each function filled.

SUStAInABle DeVelopMent, SoCIAl AnD enVIronMentAl InteGrAtIon

2009 saw the concrete result of the donations made by your company to the School of La Villette in Marcinelle. This invest-ment of one and a half million euros over several years is only one of our social integration efforts. The utility of these efforts in a depressed economic context was underlined during its inauguration on the 13th of January 20103.

2010 will see the tangible result of another significant effort made within the framework of this same integration process

through the contribution to the financing of the new build-ing of the SOLVAY BRUSSELS SCHOOL OF ECONOMICS AND MANAGEMENT3.

One year into the energy saving programme, we are delighted to be able to confirm to you that the trend witnessed at the beginning of 2009 with regard to the carbon footprint of your company’s head office continued throughout the year, which means that, compared with 2008, gas consumption fell by 43% and electricity consumption fell by 48%. It may not be much but we are firm believers in the saying that the beauty is in the details. It proves that the solution to this serious environmental problem is a matter for all and that even if it is true that our environmental credentials were nothing to write home about before 2009, a “little” effort goes a long way towards significant savings.

ConClUSIon

As much as we would have liked to, we cannot close this mes-sage on an optimistic note. The economic situation remains mediocre and the risk of a further rise in unemployment in the countries of Western Europe is high with the foreseeable con-sequences on consumption.

While we join in with those who applaud the reactivity and accu-racy of the measures taken, most countries have considerably increased their debt. It is probably too early to wind down the efforts to shore up the economy, which will mean that debt reduction measures will be postponed to a later date. This will inevitably have long-term consequences, as it is no secret that debt grows faster than the results of any efforts made to reduce it, as we as Belgians know very well, having had first-

(2) Thus better than the top third of the companies making up the CAC 40 (cf . Remuneration report, page 77 of the financial and legal report) .

(3) Please refer to the chapter dedicated to social and environmental integration, page 80 of this report .

&Business report 2009 NPM/CNP 7

Whereas the crisis could have, in many cases, pushed our companies into the red, the deterioration of their results has been limited to downturns – some admittedly sharp – and most of them closed their financial year with a profit (as far as ENTREMONT ALLIANCE is concerned, before the impact of measures resulting from political choices).

We are therefore more indebted than ever to the teams that run the Group and its companies.

Gilles and Gérald

hand experience of the period of austerity that accompanied the recovery of our public finances.

That being said, watching the effect of the events that have marked the economy since 2008 on our companies we cannot fail to notice the following.

Spurred on by their managers, most of these companies – all within our portfolio -have adopted a decisive, swift, efficient and effective response to the deterioration of their environ-ment. Whereas the reduction in their turnover should have lead to disastrous results following the well known margin squeezes, their targeted actions, almost always decentralised to the competent entities (regional or even local) have made it possible to limit their impact.


KeY FIGUreS AnD MAIn eVentS oF the pASt 10 YeArS

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Adjusted net assets (EUR million) 3,601 3,452 2,999 3,292 3,965 4,909 6,194 6,758 4,910 5,567

Annual TPS(1) 19.0% -2.5% -11.3% 11.9% 22.5% 33.1% 27.6% 10.3% -25.5% 17.0%

Number of shares (,000) 120,000 120,000 120,000 120,000 120,000 113,180 113,180 113,180 112,200 110,000

Adjusted net assets per share (EUR) 30.01 28.76 25.00 27.43 33.05 43.38 54.73 59.71 43.76 50.61

Annual TPS (1) per share (adjusted net assets) 19.0% -2.5% -11.3% 11.9% 22.5% 33.1% 27.6% 10.3% -25.5% 17.4%

Stock market price (+ high) 19.82 21.30 22.17 18.28 26.27 40.53 51.98 55.00 53.00 39.86

(+ low) 14.17 15.17 15.33 14.17 17.50 25.45 40.33 45.02 31.68 30.20

(close) 17.23 19.73 17.67 17.50 26.00 40.38 48.86 49.23 34.81 37.20

Annual TPS (1) per share (stock market price) 14.2% 17.1% -7.9% 2.1% 52.8% 57.8% 22.6% 2.1% -27.8% 9.1%

(1) TPS = Total Performance for Shareholders, taking into account dividends and changes in the adjusted net assets or in stock market price .

1/20101/20091/20081/20071/20061/20051/20041/20031/20021/20011/2000

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

70

60

50

40

30

20

10

0

eVolUtIon oVer the lASt 10 YeArS(Base = stock market price at 01/01/2000)

EUR

/ s

hare

Adjusted net assets NPM/CNP Stock market price NPM/CNP

Value

BEL 20 CAC 40


2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Restricted consolidated profit (EUR million)

operating profit 87.1 85.0 77.1 92.7 94.7 123.7 135.3 167.8 181.3 179.6

net profit 88.2 108.2 99.9 125.1 157.2 464.6 417.9 327.7 65.9 161.8

Average number of shares considered (,000 shares) 121,338 120,000 120,000 120,000 120,000 119,570 113,180 113,180 112,200 110,000

Consolidated profit per share (EUR)

operating profit 0.72 0.71 0.64 0.77 0.79 1.03 1.19 1.48 1.62 1.63

net profit 0.73 0.90 0.83 1.04 1.31 3.89 3.69 2.89 0.59 1.47

Consolidated data (IFRS) (EUR million)

operating profit (group share) 137.9 161.8 243.5 321.2 303.7 263.4 285.6

net profit (group share) 212.3 298.8 600.6 912.4 449.8 -174.4 296.5

Average diluted number of shares (,000 shares)

115,896 109,896 110,893 111,568 110,994 108,079 107,550

Diluted earnings per share (IFRS) (EUR)

operating profit 1.19 1.47 2.20 2.88 2.74 2.44 2.66

net profit 1.83 2.72 5.42 8.18 4.05 -1.61 2.76

Valuation basis (1) (EUR million)

operating profit (group share) 221.7 281.4 424.4 540.3 543.8 467.9 360.4

Average diluted number of shares (,000 shares)

115,896 109,896 110,893 111,568 110,994 108,079 107,550

Diluted earnings per share (EUR)

operating profit 1.91 2.56 3.83 4.84 4.90 4.33 3.35

Dividends (EUR)

gross dividend per share 0.49 0.51 0.54 0.57 0.60 0.64 0.68 0.73 0.78 0.835(2)

(1) The valuation basis, in which, all shareholdings held are accounted for according to a “pro forma” equity method, gives a profit vision of the entire NPM/CNP portfolio .

(2) Subject to approval by the annual general meeting of 15 April 2010 .

Results


PARGESA-GBL GROUP

Merger of AUDIOFINA, CLT-UFA and PEARSON TELEVISION and creation of RTL GROUP

Exchange of the 30%-shareholding in RTL GROUP for 25.1% of BERTELSMANN

GBL/ELECTRAFINA merger

_ _ Shareholdings disposal

BIAC

Acquisition of shareholdings

FOMENTO DE CONSTRUCCIONES Y CONTRATAS

SAINT LOUIS SUCRE


TAITTINGER/LOUVRE Project development

of ÉLECTRICITÉ DU BOIS DU PRINCE

Shareholdings disposal

SAINT LOUIS SUCRE


Takeover bid on GIB with AvH


ACP INTERWAFFLES/

LOTUS PALAIS DU VIN HELIO CHARLEROI


FOMENTO DE CONSTRUCCIONES Y CONTRATAS


ÉDITIONS DUPUIS

Cancellation of 4,443,882 own shares

_ _ _ _

2000 2001 2002 2003 2004

DIRECT SHAREHOLDINGS

STRUCTURAL DEVELOPMENTS

Main events

Stock market price of NPM/CNP shares



LAFARGE

Spin-off of ARKEMA by TOTALL


LAFARGE SUEZ PERNOD RICARD


BERTELSMANN ORIOR FOOD


LAFARGE SUEZ PERNOD RICARD IBERDROLA


IBERDROLA (partial disposal)

GDF SUEZ merger and SUEZ ENVIRONNEMENT spin-off

Additional acquisitions

GBL LAFARGE PERNOD RICARD IMERYS SUEZ

ENVIRONNEMENT




LAFARGE IMERYS PERNOD RICARD IBERDROLA


PASADENA refinery PLANET PARFUM

(remaining 50%)


JOSEPH TAITTINGER/LOUVRE ELECTRABEL

Merger ENTREMONT UNICOPA

Spin-off of ARKEMA by TOTAL


GROUPE FLO TRASYS TIKEHAU CLUB EIFFAGE M6 BANCA LEONARDO US OIL


PASADENA refinery (50%)

QUICK EIFFAGE


IBERDROLA AFFICHAGE HOLDING GO VOYAGES I.R.I.S GROUP FIDENTIA



DISTRIPLUS (50%) CHÂTEAU RIEUSSEC


M6 (additional acquisitions)

EIFFAGE



ÉLECTRICITÉ DU BOIS DU PRINCE


GROUPE FLO


I.R.I.S GROUP ARKEMA PRSI (remaining

share that TRANSCOR ASTRA GROUP held in the PASADENA refinery)


_ _ Cancellation of 979,782 own shares


2005 2006 2007 2008 2009


Main events of the financial year 2009 and the first months of 2010

DIreCt ShAreholDInGS

DISPOSAL OF THE SHAREHOLDING IN I.R.I.S GROUP

In July 2009, the NPM/CNP Group sold its 6% shareholding in I.R.I.S GROUP to CANON, for an amount of EUR 7.9 million, thus generating a capital gain of EUR 3.8 million.

DISPOSAL OF THE SHAREHOLDING IN ARKEMA

During the summer of 2009, the NPM/CNP Group sold on the stock market its 1.4% shareholding in ARKEMA for a total amount of EUR 17.6 million, thus generating a capital gain of EUR 7.6 million in restricted consolidation terms (EUR 7.9 mil-lion in consolidated terms, taking into account the impairment of EUR 0.3 million recognised at the end of the first quarter).

TRANSCOR ASTRA GROUP

In April 2009, TRANSCOR ASTRA transferred its interests in PRSI (the Pasadena refinery and a related trading entity) to the PETROBRAS Group, generating a capital gain of EUR 109.5 million in NPM/CNP share. This results from the final award issued in April 2009 by an arbitration panel designated to settle the dispute between the two groups, which ruled that certain members of the TRANSCOR ASTRA group were entitled to, and did properly exercise their put options. Consequently, in accord-ance with the award, TRANSCOR ASTRA Group transferred its interests in PRSI to the applicable members of the PETROBRAS Group. According to the ruling of the arbitration panel, the PETROBRAS Group should have already paid the TRANSCOR ASTRA Group more than USD 550 million (including USD 156 million as reimbursement of a guarantee paid by TRANSCOR ASTRA on behalf of PRSI). To date, the PETROBRAS Group has still not complied with such payment obligations. Despite this fact, the TRANSCOR ASTRA Group has booked the capital gain arising from the disposition of its interests in PRSI, based on the view that it will succeed through the applicable judicial pro-cedures - which evolve favourably - in enforcing and collecting the full amount so awarded. It is also reminded that a litigation filed by the TRANSCOR ASTRA Group claiming for damages for non-compliance with prior commitments is still pending against PETROBRAS before a US court.

UNIFEM / ENTREMONT ALLIANCE

On 31 December 2009, the NPM/CNP Group decided to now consider the UNIFEM / ENTREMONT ALLIANCE Group as a group “held for sale” (discontinued activities), the first initia-tives with a view to the disposal of ENTREMONT ALLIANCE or its combination into a bigger whole having already been taken. In accordance with the IFRS rules on this matter, the holding in UNIFEM / ENTREMONT ALLIANCE and the related receivables have been evaluated at the lowest of their estimated realisation value or book value. This results in an impairment of around EUR 23 million in restricted consolidation and an impairment of almost EUR 64 million in consolidation.

FIDENTIA REAL ESTATE

During the financial year, the NPM/CNP Group provided funds amounting to just under EUR 30 million to various entities of the FIDENTIA Group in the form of capital or loans, allowing it to finance its investments (mainly two High Environmental Quality office buildings, one located in Brussels, the other in Luxembourg). The funds amount to EUR 46 million, below the limit set at EUR 50 million.

GROUPE FLO

In September 2009, FINANCIERE FLO (66% of which is held by GIB, itself 50% held by NPM/CNP) made a near EUR 15 million subscription to the capital increase of EUR 20 million carried out by the FLO Group (in which FINANCIERE FLO holds 71.7%).

pArGeSA/GBl GroUp

PARTICIPATION IN THE REINFORCEMENT OF THE EQUITY OF THE SHAREHOLDINGS

During the 2009 financial year, PARGESA/GBL participated in the capital increases of LAFARGE (EUR 318 million), IMERYS (EUR 148 million), PERNOD RICARD (EUR 88 million) and IBERDROLA (EUR 13 million).

At the end of the 2009 financial year, the PARGESA/GBL Group mainly held 56.8% of the capital in IMERYS, 21.1% of that of LAFARGE, 9.1% of PERNOD RICARD, 7.1% of SUEZ ENVIRONNEMENT, 5.2% of GDF SUEZ and 4.0% of TOTAL.

the YeAr 2009 AnD proSpeCtS


oWn ShAreS

At the beginning of the financial year, the NPM/CNP Group held 4,958,375 own shares, of which 2,200,000 were cancelled by the extraordinary general meeting of 16 April 2009, the balance of which being in principle earmarked to cover the commitments made to personnel within the framework of the stock option schemes.

During the financial year, the NPM/CNP Group acquired 2,255,491 own shares for an amount of EUR 80.2 million (aver-age price of EUR 35.6 per share) within the framework of the own share buy-back programmes entrusted to ING BELGIUM (2008-2009 and 2009-2010 programmes). At the end of March 2009, some EUR 70 million out of the around EUR 95.5 million buy-back programme had been realised.

The Group also sold 143,912 own shares at a unit price of EUR 16.67 owing to the exercise by the staff of an equivalent number of options.

The annual general meeting of shareholders of 15 April 2010 will have to rule on the setting up of a new own share buy-back programme within the framework of the authorisation given by the general meeting of 16 April 2009 up to the share of the restricted consolidated operating profit 2009 not distributed to shareholders in the form of dividends. This programme will relate to some EUR 89 million, to be realised in principle over the 2010 and 2011 financial years (see page 86 of the financial and legal report).

At the end of the financial year, the NPM/CNP Group held 4,869,954 own shares, 2,000,000 of which will be cancelled on 15 April 2010 subject to approval by the extraordinary general meeting of shareholders.

It should be remembered that, according to IFRS rules, own shares are deducted from equity and are therefore not included in the consolidated balance sheet.

treASUrY

NPM/CNP’s net treasury position is the one of the parent com-pany and of its subsidiaries included in the restricted consoli-dation perimeter. The cash position considered here is net of all financial debt and provisions and includes any long term bank deposits used as counterparty.

At the end of the financial year 2009, the net cash position of the NPM/CNP Group, as defined above, stood at some EUR 0.7 bil-lion, before dividend payment and excluding own shares held. Taking into account the various bank debts maturing in 2012 and 2013 of an amount of some EUR 1.6 billion corresponding to bank deposits of EUR 0.9 billion, realised at the beginning of the year 2009 and expiring in 2013 at a rate of 4.6% with the aim of reducing the exposure to the reduction in interest rates, the treasury available in the short and mid term therefore amount to almost EUR 1.4 billion. Over the year, a part of the treasury of the entities of the restricted consolidation was momentar-ily invested in the form of a bond portfolio whose partial sale allowed the realisation of a capital gain amounting to EUR 11.4 million (plus interests booked for an amount of EUR 4 million). Furthermore, over the second part of the year, the NPM/CNP Group tangibly increased its portfolio of shares held for trading purposes : its value amounts to EUR 266 million at the end of 2009 (EUR 251 million in accounting value in restricted consoli-dation). A significant part of this portfolio (EUR 242 million) will be reclassified as long term asset (in the restricted consolida-tion accounts only; such a modification not being allowed under IFRS norms), given the extension of the holding’s horizon (cf. Message to shareholders, page 5).

The Group’s net consolidated cash position as it appears on the consolidated balance sheet under IFRS accounting standards (see page 5 of the financial and legal report) is slightly negative but has little economic meaning. Indeed, it is computed by add-ing up the financial position of companies that have operational independence and no other link between them than that of hav-ing a common ultimate shareholder.


It should be borne in mind that the consolidated or equity-accounting shareholdings only represent a small proportion of the adjusted net assets: less than 30% at the end of 2009. These shareholdings made a EUR 120 million contribution to the consolidated profit before capital operations in 2009, accounting for approximately 40% of it. That is why we have decided, since 2007, to also present in our management report a complete economic vision, known as “valuation basis”, which, like restricted consolidation (which, as a reminder, puts the emphasis on the concept of “pure” dividends and interests flows) has no legal value but has proven to be a useful eco-nomic indicator, as it gives a 100% “pure” profit vision. All the shareholdings held are the subject to a “pro forma” equity-accounting, regardless of the percentage held. Both these indicators (restricted consolidation and valuation basis) allow the analysts to see, on a comparable basis, the evolution of the performances of the portfolio of activities, independently of the equity-accounting or consolidation of one shareholding or another and, for example, to compare the value of NPM/CNP, on the basis of a yield for the first criterion and on the basis of a price/earnings ratio for the second.

The IFRS consolidated accounts are based on a legal distinction – the influence or the control exercised or not on such or such a shareholding – but is a hybrid concept in economic terms (as mentioned above, in the case of NPM/CNP, made of profits for 30% of the portfolio and of dividends for 70% of it), which has little meaning.

Results and appropriation of profit

reSUltS

Since 2004, the consolidated accounts have been established in accordance with the IFRS accounting principles and rules. These accounts appear on pages 4 to 59 of of the financial and legal report.

According to the IFRS, the income and expenses from various consolidated shareholdings active in extremely diversified sec-tors are added together. For example, the consolidated turno-ver amounts in the IFRS accounts to some EUR 12.2 billion for the financial year 2009, down by 18% compared with the previ-ous financial year and mainly includes that of the TRANSCOR ASTRA GROUP (EUR 9.4 billion, representing more than 80% of the Group sales) and of IMERYS’s (EUR 1.2 billion).

In view of the diversified nature of the industrial and com-mercial activities conducted by the subsidiaries of NPM/CNP and the high percentage of minority interests in the profit, the consolidated accounts prepared in accordance with IFRS accounting principles need to be supplemented by an economic analysis. This analysis provides a breakdown, in terms of the Group share, of the contribution of each shareholding to the results of the Group and presents the capital gains/losses from disposals of (and the recording / reversal of any impairments on) shareholdings or activities or specific transactions sepa-rately from ordinary operations. This analysis is performed both for the consolidated accounts and the restricted consoli-dated accounts. For the latter, the consolidation perimeter is limited and does not include either PARGESA or the industrial or commercial companies in which NPM/CNP has a sharehold-ing, even if this is a controlling stake.

Restricted consolidation highlights the cash flows towards NPM/CNP and its holding companies included in this perimeter and allows shareholders and analysts to see, on a comparable basis, the development of the profits generated by the portfolio of activities, independently of the equity accounting or con-solidation of one shareholding or another. It is in relation to the restricted consolidation operating profit that the level of NPM/CNP’s dividend and share buy-back programmes should be assessed on an annual basis.


economic analysis Restricted consolidation IFRS consolidation Valuation basis

At 31 December (000 EUR) 2008 2009 2008 2009 2008 2009

results before capital operationsAFFICHAGE HOLDING 3,693 3,045 3,693 3,591 4,752 3,591BANCA LEONARDO 5,556 4,041 6,359 4,614 6,359 4,614BELGIAN ICECREAM GROUP 1,820 1,947 (1,136) 3,422 (1,136) 3,422CHEVAL BLANC FINANCE / RASPAIL INVESTISSEMENT 2,849 5,629 4,721 5,224 4,721 5,224DISTRIPAR (BSS / CORNÉ PORT-ROYAL / DISTRIPLUS) 4,412 4,721 5,719 4,509 5,719 4,509EIFFAGE 1,300 1,300 1,300 1,300 3,200 2,690UNIFEM / ENTREMONT ALLIANCE 5,384 - (25,826) (8,256) (25,826) (8,256)GDF SUEZ - - 32,533 32,375 43,200 29,196GROUPE FLO 1,306 - 1,737 1,372 1,737 1,372IBERDROLA 7,653 8,652 8,599 9,726 19,705 19,000IMERYS - - 27,263 12,156 27,263 12,156LAFARGE - - 43,481 22,019 43,481 22,019LYPARIS / GO VOYAGES 1,815 - 1,073 1,978 1,073 1,978M6 9,154 7,781 9,154 7,781 9,826 9,882PARGESA 33,481 35,849 - - - -PERNOD RICARD - - 2,716 1,427 7,830 10,441TOTAL 71,135 72,759 94,597 98,027 262,001 155,482TRANSCOR ASTRA GROUP/ TRANSCOR ASTRA 20 9,846 14,009 42,516 67,712 42,516 67,712Other companies 3,297 4,131 (4,316) 6,668 2,260 5,416profit before capital operations derived from shareholdings (Group share) 162,701 163,864 254,183 275,645 458,654 350,448

Bonds portfolio (interest income and trading gains) 15,356 - 15,356 - 15,356

TOTAL call options 454 22,928 - 22,928 -

Income (including dividend) on shares held for trading 14,491 (22,951) 26,907 (22,951) 26,907

Other financial income and expense (4,761) 24,507 (20,883) 24,507 (20,883)

Other income and expenses before capital operations (9,854) (15,281) (11,415) (15,281) (11,415)profit before capital operations (Group share) 181,252 179,550 263,386 285,610 467,857 360,413

Number of shares (diluted ; ,000) 112,200 110,000 108,079 107,550 108,079 107,550

Profit before capital operations (EUR per diluted share) 1 .62 1 .63 2 .44 2 .66 4 .33 3 .35

Capital gain on ARKEMA - 7,564 - 7,852Capital gain on I .R .I .S . - 3,788 - 3,788Capital gain on IBERDROLA shares 37,749 - 43,590 -Capital gain on ELECTRICITE DU BOIS DU PRINCE 7,602 - 6,921 -Impairment on LAFARGE and reversal - - (136,912) 81,619Impairment on UNIFEM / ENTREMONT ALLIANCE - (23,014) - (63,746)Impairment on IBERDROLA (84,492) - (95,431) (42,527)Impairment on PERNOD RICARD - - (39,461) (24,900)Impairment on M6 (28,018) - (28,018) (14,098)Impairment on EIFFAGE (27,067) - (27,067) (2,701)Impairment on AFFICHAGE HOLDING (43,986) (8,965) (43,986) -Impairment on GROUPE FLO (23,544) - (30,988) -Impairment on TIKEHAU shares and funds (25,618) - (23,331) -Impairment on LYPARIS (21,333) - (20,726) -Other impairments (9,978) - (14,849) (288)Exceptional dividend by TRANSCOR ASTRA GROUP 100,000 - - -Profit from capital operations by TRANSCOR ASTRA GROUP - - (13,241) 109,491Profit from capital operations by BANCA LEONARDO - - - (16,677)Profit from capital operations by AFFICHAGE HOLDING - - - (12,669)Profit from capital operations by IMERYS - - (10,802) (7,955)Other, net 3,353 2,831 (3,468) (6,263)profit on capital operations (Group share) (115,332) (17,796) (437,769) 10,926

net profit (Group share) 65,920 161,754 (174,383) 296,536

net profit per share (diluted) 0,59 1,47 (1,61) 2,76

The contributive analyses, in group share, are as follows:


RESTRICTED CONSOLIDATION

The operating profit before capital operations is up 1% in data per share compared with that of the year 2008 (-1% in global figures at 179.6 million compared with EUR 181.3 million), due to the anti-dilutive effect of the cancellation of 2 200 000 shares during the Extraordinary General Meeting in April 2009. Revenues from shareholdings are up very slightly at EUR 163.9 million (EUR 162.7 million a year earlier), the increase in the inflow of revenues from TRANSCOR ASTRA, CHEVAL BLANC (resulting from its reorganisation) and from a few other share-holdings offsetting the absence of revenues from UNIFEM/ ENTREMONT ALLIANCE, GROUPE FLO and LYPARIS / GO VOYAGES and the fall in dividends distributed by AFFICHAGE HOLDING, BANCA LEONARDO, M6 and TIKEHAU. As far as treasury management is concerned, the sharp fall in short-term interest rates was offset by the profits generated on the stock trading portfolio and the bond portfolio (together almost EUR 30 million, compared with a loss of EUR 12.5 million a year earlier). Another noteworthy point is the near absence of revenues from TOTAL call options, the last tranche of which matured in January 2009.

The negative profit on capital operations of 17.8 million mainly includes the impairments booked on UNIFEM / ENTREMONT ALLIANCE (EUR 23 million) and on AFFICHAGE HOLDING (EUR 9 million) and the capital gains realised on the disposal of shareholdings in ARKEMA (EUR 7.6 million) and in I.R.I.S GROUP (EUR 3.8 million).

CONSOLIDATED RESULTS (IFRS)

The analysis reveals a profit before capital operations in diluted data per share (EUR 2.656) up by 9% compared with the figure for 2008 (+8% in global figures to EUR 285.6 million). After elimination of the favourable accounting effect in 2008 from the fall in the market value of the TOTAL call options issued (see below), the consolidated profit before capital operations is up by 19% in terms of figures per share.

The transitive share attributable to NPM/CNP in the operating profit from shareholdings is up by 8% at EUR 275.6 million. It is worth noting in particular:

- the significant recovery of the results of TRANSCOR ASTRA (EUR 67.7 million compared with EUR 42.5 million a year earlier), thanks in particular to the favourable operating conditions at the US OIL refinery, which represents more than 35% of this group’s operating profit;

- the situation at UNIFEM / ENTREMONT ALLIANCE, which remains difficult and had a negative impact on the results of NPM/CNP of EUR 8.3 million for 2009. This shareholding is now considered as “held for sale”, as at 31 December 2009 the first measures had been taken in this respect;

- the significant impact of the economic downturn on indus-trial groups like IMERYS and LAFARGE.

The mark-to-market adjustments of the TOTAL call options which were issued at the end of 2005 and the beginning of 2006 generated earnings of EUR 22.9 million in 2008; no income was realised on these in 2009, these options having expired in January whereas their value had already reached virtually zero on 31 December 2008. The favourable trend of the trading port-folio results is further accentuated in IFRS as unrealised gains have to be booked in the profits. The other results on financial operations demonstrate trends comparable to those observed in restricted consolidation, to which are added the effect of the fall in the level of cash at GBL because of investments made.

The consolidated profit on capital operations came to EUR 10.9 million in 2009 and principally comprises:

- the impairment booked on UNIFEM / ENTREMONT ALLIANCE, which amounts to EUR 63.7 million in consoli-dated terms as a result of previously recognised results. This group has been classified as held for sale as from the end of 2009 (discontinued operations);

- the reversal of an impairment loss on the stake held by GBL in LAFARGE (EUR 81.6 million in NPM/CNP share);

- additional impairments booked during the first quarter of 2009 on financial assets classified as “available for sale”. The booking of these impairments was made compulsory by the IFRS standards for such financial assets that had already been the subject of impairments in the course of previous financial years. The total expense booked in this respect for 2009 amounts to around EUR 85 million in NPM/CNP share, EUR 43 million of which on IBERDROLA, EUR 25 million on PERNOD RICARD and EUR 14 million on M6. These impairments were not booked in restricted consoli-dation because they were considered as temporary accord-ing to the Belgian accounting standards. As of 31 December 2009, the available-for-sale financial assets for which impairments had been booked revealed latent capital gains amounting to over EUR 160 million compared with the value used as a basis for the booking of the impairments. In accordance with current accounting standards, and contrary to what is planned for associated companies (see above the paragraph relating to the reversal of the impairment loss on


LAFARGE), these now “unjustified” impairments on availa-ble-for-sale financial assets could not be reversed through the profit and loss account, which eliminates to a large extent the economic meaning of the IFRS results. We conse-quently invite shareholders and analysts to concentrate on the evolution of the adjusted net assets, of the distributed dividend and the restricted consolidated operating profit. This invitation is now more justified than ever;

- NPM/CNP’s share (EUR 109 million) booked by TRANSCOR ASTRA GROUP on the transfer of its interests in the Pasadena refinery and a related trading entity (together referred to as PRSI) to certain members of the PETROBRAS Group. This results from the final award issued in April 2009 by an arbitration panel, which ruled that certain members of the TRANSCOR ASTRA group were entitled to, and did properly exercise their put options. Consequently, in accordance with the award, TRANSCOR ASTRA GROUP transferred its inter-ests in PRSI to the applicable members of the PETROBRAS Group. The PETROBRAS Group should have already paid the TRANSCOR ASTRA Group some USD 468 million in April 2009 (including USD 156 million as reimbursement of a guarantee paid by TRANSCOR ASTRA on behalf of PRSI) and EUR 85 million in September 2009. To date, the PETROBRAS Group has still not complied with such payment obligations. Despite this fact, the TRANSCOR ASTRA Group has booked the capital gain arising from the disposition of its interests in PRSI, based on the view that it will succeed through the applicable judicial process in enforcing and collecting the full amount so awarded. It is also reminded that a litigation filed by the TRANSCOR ASTRA Group claiming for damages for non-compliance with prior commitments is still pending against PETROBRAS before a US court;

- the profit on capital operations of consolidated or equity accounted operational companies, the most significant of which arise from the impairments recognised by BANCA LEONARDO (EUR 17 million in NPM/CNP share) and AFFICHAGE HOLDING (EUR 13 million in NPM/CNP share) on certain activities.

VALUATION BASIS

The valuation basis, in which, to recall, all shareholdings held are accounted for according to a “pro forma” equity method, gives a profit vision of the entire NPM/CNP portfolio. It posted a 23% decrease over the financial year 2009, reflecting particu-larly the decline of TOTAL’s results. Nevertheless, over the five past years, the compound average annual growth rate comes to 5,5%.


ApproprIAtIon oF proFIt

At the end of the financial year 2009, the balance available for appropriation stood at EUR 4,309,238,706.16, represent-ing the profit to be appropriated for the financial year of EUR 122,941,373.99 plus the balance carried forward from the previous financial year of EUR 4,186,297,332.17.

The Board of Directors proposes the following appropriation of profits:

(EUR)

Profit available for appropriation 4,309,238,706 .16

Gross dividend per share of EUR 0 .835 payable to 108 000 000 shares 90,180,000 .00

Allocation to the reserve for own shares 80,237,353 .40

Profits carried forward 4,138,821,352 .76

Subject to the approval of the ordinary general meeting of shareholders of 15 April 2010, the net dividend made payable will be:- EUR 0.62625 per share, after a 25% withholding tax;- EUR 0.70975 per share accompanied by a VVPR strip, after a

15% withholding tax.It should be noted that the profit appropriation presented above anticipates the cancellation by the extraordinary general meet-ing of shareholders of 15 April 2010 - which will be held right before the ordinary general meeting - of 2,000,000 own shares held by NPM/CNP.

This profit appropriation reduced to 108,000,000 shares is rec-ognised in the non-consolidated and restricted consolidated accounts presented in the financial and legal and financial

report. In the event that the extraordinary general meeting of shareholders should not approve this cancellation, it would be proposed that the ordinary general meeting of sharehold-ers increases the profit to be appropriated to the dividends by EUR 1,670,000 (EUR 0.835 multiplied by 2,000,000); the profit carried forward would be reduced accordingly.

It will also be proposed to the next general meeting to approve a new annual buy-back programme of own shares according to the terms and conditions that will be presented to it. This 2010/2011 programme should amount to the portion of the restricted consolidated operating profit exceeding the distrib-uted dividend, i.e. EUR 89,4 million at the end of 2009.

Taking into account the dividend and the amount devoted to the buy-back of own shares, the total amount distributed to the shareholders represents 4.5% compared with the stock market price at the end of 2009.

The timetable of the operations linked to the dividend is as follows (subject to the approval of the general meeting of shareholders):

- 15 April 2010: ordinary and Extraordinary general meetings of Shareholders

- 19 April 2010: ex-dividend date

- 22 April 2009: payment of the dividend

The dividend will be payable either by transfer to registered shareholders or credited onto the bank account of the holders of dematerialised shares.

The designated System Paying Agent is ING Belgium.

ProspectsFor the financial year 2010, the profit before capital operations in restricted consolidation terms could be impacted by the current downturn in interest rates. Paradoxically, whereas the positive net cash position is a fundamentally favourable element for a holding company, this could have a negative short-term impact on operating profits. This is clearly not the case from the point of view of risk adjusted return. The net cash position currently stands at around EUR 0.7 billion in restricted consolidation terms (around EUR 2.3 billion minus EUR 1.6 billion of long-term debts, whose average maturity at the end of 2009 is 3 years and whose average interest rate is 4%). In 2009, NPM/CNP reduced its exposure to the short-term rates by depositing EUR 900 mil-lion (maturing in 2013 at a rate of 4.6%) but this exposure remains significant at the beginning of the year 2010. For the remainder, it is naturally too early to anticipate the trading performances and the income received from investments (dividends and interests), as an increasingly significant proportion of these is declared in the course of the financial year.

In consolidated terms, the results will also depend on the eco-nomic conditions that will prevail in 2010 in the various sectors in which the NPM/CNP’s shareholdings operate.

The profit on capital operations is impossible to forecast, in particular given the automatic booking of the additional impair-ments for the assets considered as “available for sale” that have already been the subject of such impairments in the past (IBERDROLA, M6, EIFFAGE, PERNOD RICARD…), made com-pulsory by the IFRS standards whenever prices fall under the accounting value.

Furthermore, it is reminded that the booking of impairments, even when economically justified, is simply a delayed response to the evolution of the stock market prices, already reflected in the adjusted net assets that are published weekly.

3/20092/20091/200912/200811/200810/20089/20088/20087/20086/20085/20084/20083/20082/20081/2008

CAC40

BEL 20

Cours de bourse CNP

Actif net ajusté CNP


Stock market dataFinancial instruments listed on euronext Brussels

ShAreS

Code ISIN BE0003845626

Ticker NAT

Number of shares: 31/12/2009 110,000,000 *

StrIpS VVpr

Code ISIN BE0005603742

Ticker NATS

Number of VVPR strips: 31/12/2009 8,761,188

* It will be proposed to the extraordinary general meeting of 15 April 2010 to cancel 2,000,000 NPM/CNP shares . If this proposal is accepted by the shareholders, the number of shares representing the capital of NATIONALE PORTEFEUILLEMAATSCHAPPIJ / COMPAGNIE NATIONALE À PORTEFEUILLE will be reduced to 108,000,000 .

AVerAGe DAIlY VolUMeS trADeD (eUroneXt BrUSSelS)

(number of securities) 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

SHARES 37,776 31,380 17,316 15,738 37,110 50,910 58,930 54,216 85,952 73,776

VVPR STRIPS 9,504 4,884 3,798 1,956 5,022 2,466 3,842 4,068 2,006 2,936

Shareholders’ calendar for the year 2010

15 April Ordinary and extraordinary general shareholders’ meetings

19 April Ex-dividend date *

22 April Payment of the 2009 dividend (Payment date) *

7 May Publication of the results as of 31 March

3 August Publication of the half year results as of 30 June

End August Publication of the half-year information as of 30 June (IAS 34)

9 November Publication of the results as of 30 September

* Subject to approval by the annual general shareholders’ meeting .

65

60

55

50

45

40

35

30

25

20

15

eVolUtIon SInCe 1 JAnUArY 2009

(Base = stock market price at 01/01/2009)

Jan. Jan.Feb. Feb.Mar. MarchApr. May June July Aug. Sept. Oct. Nov. Dec.

2009 2010

EUR

/ s

hare

NATNYSE

EURONEXT

LISTED

Adjusted net assets NPM/CNP Stock market price NPM/CNP BEL 20 CAC 40

StoCK MArKet DAtA AnD ShAreholDerS’ CAlenDAr


Adjusted net assets and total performance for shareholders

The company’s adjusted net assets at the end of 2009 came to EUR 5,567 million (corresponding to EUR 50,61 per share) – after the payment in April 2009 of dividends in the amount of EUR 86 million (EUR 0,78 per share) – compared with EUR 4,910 million (EUR 43,76 per share) in the previous year. At 29 March 2010, the adjusted net assets stood at some EUR 49.40 per share.

At the risk of repeating ourselves, we would like to recall here that the adjusted net asset amount does not constitute an assessment of the value of our shares (fair value), it is more of a basis for valuation that shareholders and analysts can use to form their own opinions, by replacing the amount for which each shareholding or investment is included with the value that

they effectively intend to assign to it.

The adjusted net assets are published on a weekly basis on the company’s web site (www.npm-cnp.be) from the Friday evening. The information thus published is established according to the criteria described below, with some simplifying assumptions, however: indeed some changes to the portfolio or the equity of unlisted companies since the accounts were last closed might not be taken into account; the effect of this simplification should not be greater than 2% of the adjusted net assets.

the criteria used by npM/Cnp to calculate the adjusted net assets are as follows:

pArGeSA and GBl Own net assets determined according to the same criteria as those applied by NPM/CNP;

Unlisted companies Book value (acquisition value less any impairment or proportion of equity capital if this is greater);

own shares Stock market price, however capped at the exercise price for shares covering the personnel share option plans;

other listed assets Stock market price;

other assets and liabilities Book value.

To the shareholders of the NATIONALE PORTEFEUILLEMAATSCHAPPIJ/COMPAGNIE NATIONALE À PORTEFEUILLE,

We have examined the calculation of the adjusted net assets per NPM/CNP share at 31 December 2009.

This calculation was performed by NPM/CNP based on its equity, that of the holding companies controlled, solely or jointly, and the shareholdings that they hold in their portfolios, the latter being valued according to the criteria described above. The present opinion is in no way related to any valuation made by us of the company or its assets and does not imply any judgement of the relevance of the method used or the criteria applied. In conclusion, we confirm that the mathematical application of the criteria mentioned above gives an amount of EUR 50,61 per NPM/CNP share at 31 December 2009.

30 March 2010DELOITTE

Reviseurs d’Entreprises S.C. s.f.d. S.C.R.L.Represented by Eric NYS

the AUDItor’S opInIon on the ADJUSteD net ASSetS

ADJUSteD net ASSetS

1500

2000

2500

3000

3500

4000

4500

5000

5500

6000

6500

7000


7,000

6,500

6,000

5,500

5,000

4,500

4,000

3,500

3,000

2,500

2,000

1,500

Transitive breakdown of adjusted net assets (as at 31 December 2009)

Net cash and equivalents and own shares EUR 623 million

(11.2%)

Other long-term assets EUR 3,250 million

(58.4%)

Consolidated or equity-accounted shareholdings

EUR 1,694 million(30.4%)

Other 3.4%

PerNOD rICArD 3.1%

IBerDrOLA 4.2%

M6 3.0%

GDF SUeZ 7.7%

tOtAL 35.8%

5.7% IMerYS

7.6% LAFArGe

0.7% FIDeNtIA0.6% GO VOYAGeS

0.4% tIKehAU1.5% Other

0.5% eNtreMONt ALLIANCe

3.0% GrUPPO BANCA LeONArDO1.2% CheVAL BLANC

SUeZ eNVIrONNeMeNt 1.2% 7.0% trANSCOr AStrA GrOUP

1.0% AFFIChAGe hOLDING1.2% DIStrIPAr

Evolution of the adjusted net assets

EUR

mill

ion

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009

Adjusted net assets Dividends Cancellation of own shares Actual performance


(2) Adjusted net assets at 31 .12 .2008 .

(3) Dividends and cancellation of own shares .

(4) Change in value .

(5) Internal allocation of funds: investments and (divestments) at book value .

(1) Valuation criteria:

a) ana : adjusted net assets; b) sm : stock market price; c) se : share in equity; d) bv : book value;

(EUR MILLION) Restricted consolidated profit (group share)

Assets 31 December 2008 variation 31 December 2009 with cash effect without cash effect Total Assets Performance

for shareholders

criteria adjusted net assets % shareholders value interest criteria Adjusted net

assets % operating non operating global %

(1) (2) (3) (4) (5) (1) (6) (7) (8) (9) (10) (11) (12)

PARGESA ana 1,434 .5 29 .2% 341 .4 0 .1 ana 1,776 .0 31 .9% 35 .8 - - 35 .8 PARGESA 377 .2 26 .3%

TOTAL sm 1,278 .6 26 .0% 200 .2 - sm 1,478 .8 26 .6% 72 .8 - - 72 .8 TOTAL 273 .0 21 .4%

TRANSCOR ASTRA GROUP se 337 .7 6 .9% 53 .4 - se 391 .1 7 .0% 12 .0 - - 12 .0 TRANSCOR ASTRA GROUP 65 .4 19 .4%

IBERDROLA sm 196 .9 4 .0% 5 .7 6 .7 sm 209 .3 3 .8% 8 .7 - - 8 .7 IBERDROLA 14 .4 7 .3%

BANCA LEONARDO se 171 .7 3 .5% (6 .6) - bv 165 .1 3 .0% 4 .0 - - 4 .0 BANCA LEONARDO (2 .6) -1 .5%

M6 sm 126 .6 2 .6% 37 .9 - sm 164 .5 3 .0% 7 .8 - - 7 .8 M6 45 .7 36 .1%

CHEVAL BLANC se 40 .0 0 .8% (3 .2) 30 .6 se 67 .4 1 .2% 5 .6 - - 5 .6 CHEVAL BLANC 2 .4 6 .0%

DISTRIPAR se/bv 69 .1 1 .4% (2 .6) - se/bv 66 .5 1 .2% 4 .7 - - 4 .7 DISTRIPAR 2 .1 3 .0%

AFFICHAGE HOLDING sm 71 .1 1 .4% (15 .5) - sm 55 .6 1 .0% 3 .0 - (9 .0) (6 .0) AFFICHAGE HOLDING (12 .5) -17 .6%

EIFFAGE sm 47 .3 1 .0% 3 .0 - sm 50 .3 0 .9% 1 .3 - - 1 .3 EIFFAGE 4 .3 9 .1%

LYPARIS/GO VOYAGES bv 34 .9 0 .7% - 0 .9 bv 35 .8 0 .6% - - - - LYPARIS/GO VOYAGES - 0 .0%

GROUPE FLO sm 19 .0 0 .4% 8 .8 4 .9 sm 32 .7 0 .6% - - - - GROUPE FLO 8 .8 46 .3%

UNIFEM/ENTREMONT ALLIANCE se 56 .6 1 .2% (26 .6) - bv 30 .0 0 .5% - - (23 .0) (23 .0) UNIFEM/ENTREMONT ALLIANCE (26 .6) -47 .0%

TIKEHAU se 22 .5 0 .5% 2 .3 - se 24 .8 0 .4% 0 .5 - - 0 .5 TIKEHAU 2 .8 12 .4%

BELGIAN ICECREAM GROUP se 18 .6 0 .4% 1 .4 - se 20 .0 0 .4% 1 .9 - - 1 .9 BELGIAN ICECREAM GROUP 3 .3 17 .7%

TRASYS bv 13 .7 0 .3% - - bv 13 .7 0 .2% 1 .6 - - 1 .6 TRASYS 1 .6 11 .7%

ARKEMA sm 10 .1 0 .2% - (10 .1) sm - 0 .0% 0 .5 7 .6 - 8 .1 ARKEMA 8 .1 80 .2%

Other shareholdings 78 .3 1 .6% 9 .1 28 .8 116 .2 2 .1% 3 .7 3 .8 - 7 .5 Other shareholdings 16 .6 21 .2%

Tangible fixed assets bv 13 .6 0 .3% - (0 .5) bv 13 .1 0 .2% - 0 .3 - 0 .3 Tangible fixed assets 0 .3

Long-term assets 4,040 .8 82 .3% 608 .7 61 .4 4,710 .9 84 .6% 163 .9 11 .7 (32 .0) 143 .6 Long-term assets 784 .3 19 .3%

Deposit, cash and debt bv 700 .7 14 .3% (85 .8) 186 .5 (368 .0) bv 433 .4 7 .8% (7 .1) - - (7 .1) Deposit, cash and debt (7 .1)

Shares and bonds sm 48 .3 1 .0% 21 .5 228 .8 sm 298 .6 5 .4% 22 .6 - 7 .3 29 .9 Shares and bonds 44 .1

Own shares sm (13) 120 .3 2 .5% (91 .4) 17 .8 77 .8 sm (13) 124 .5 2 .2% 2 .8 - - 2 .8 Own shares 20 .6

Net cash position 869 .3 17 .7% (177 .2) 225 .8 (61 .4) 856 .5 15 .4% 18 .3 - 7 .3 25 .6 Net cash position 57 .6 n .s .

(9 .9) 2 .5 - (7 .4) Other revenues / (costs) (7 .4)

Adjusted net assets 4,910 .1 (177 .2) 834 .5 - 5,567 .4 186 .5 (24 .7) 161 .8 Restricted consolidated profit 834 .5 17 .0%

Anti-dilution effect of restructuring operations 0 .4%

Adjusted net assets (EUR/share) 43 .76 50 .61 After the anti-dilution effect of restructuring operations 17 .4%

Evolution of the adjusted net assets in 2009


(10) Total restricted consolidated result (part of the group): (7) + (8) + (9) .

(11) Total Performance for the Shareholders over the period: (4) + (7) + (8) .

(12) Total Performance for the Shareholders over the period: (11)/(2) .

(13) Except for shares covering the stock option plans valued at exercise price .

(6) Adjusted net assets at 31 .12 .2009 = (2) + (3) + (4) + (5) .

(7) Restricted consolidation operating profit (before write-downs) .

(8) Restricted consolidation non-operating profit (before write-downs) .

(9) Write-downs (operating and non-operating) .



for shareholders

criteria adjusted net assets % shareholders value interest criteria Adjusted net

assets % operating non operating global %

(1) (2) (3) (4) (5) (1) (6) (7) (8) (9) (10) (11) (12)

PARGESA ana 1,434 .5 29 .2% 341 .4 0 .1 ana 1,776 .0 31 .9% 35 .8 - - 35 .8 PARGESA 377 .2 26 .3%

TOTAL sm 1,278 .6 26 .0% 200 .2 - sm 1,478 .8 26 .6% 72 .8 - - 72 .8 TOTAL 273 .0 21 .4%

TRANSCOR ASTRA GROUP se 337 .7 6 .9% 53 .4 - se 391 .1 7 .0% 12 .0 - - 12 .0 TRANSCOR ASTRA GROUP 65 .4 19 .4%

IBERDROLA sm 196 .9 4 .0% 5 .7 6 .7 sm 209 .3 3 .8% 8 .7 - - 8 .7 IBERDROLA 14 .4 7 .3%

BANCA LEONARDO se 171 .7 3 .5% (6 .6) - bv 165 .1 3 .0% 4 .0 - - 4 .0 BANCA LEONARDO (2 .6) -1 .5%

M6 sm 126 .6 2 .6% 37 .9 - sm 164 .5 3 .0% 7 .8 - - 7 .8 M6 45 .7 36 .1%

CHEVAL BLANC se 40 .0 0 .8% (3 .2) 30 .6 se 67 .4 1 .2% 5 .6 - - 5 .6 CHEVAL BLANC 2 .4 6 .0%

DISTRIPAR se/bv 69 .1 1 .4% (2 .6) - se/bv 66 .5 1 .2% 4 .7 - - 4 .7 DISTRIPAR 2 .1 3 .0%

AFFICHAGE HOLDING sm 71 .1 1 .4% (15 .5) - sm 55 .6 1 .0% 3 .0 - (9 .0) (6 .0) AFFICHAGE HOLDING (12 .5) -17 .6%

EIFFAGE sm 47 .3 1 .0% 3 .0 - sm 50 .3 0 .9% 1 .3 - - 1 .3 EIFFAGE 4 .3 9 .1%

LYPARIS/GO VOYAGES bv 34 .9 0 .7% - 0 .9 bv 35 .8 0 .6% - - - - LYPARIS/GO VOYAGES - 0 .0%

GROUPE FLO sm 19 .0 0 .4% 8 .8 4 .9 sm 32 .7 0 .6% - - - - GROUPE FLO 8 .8 46 .3%

UNIFEM/ENTREMONT ALLIANCE se 56 .6 1 .2% (26 .6) - bv 30 .0 0 .5% - - (23 .0) (23 .0) UNIFEM/ENTREMONT ALLIANCE (26 .6) -47 .0%

TIKEHAU se 22 .5 0 .5% 2 .3 - se 24 .8 0 .4% 0 .5 - - 0 .5 TIKEHAU 2 .8 12 .4%

BELGIAN ICECREAM GROUP se 18 .6 0 .4% 1 .4 - se 20 .0 0 .4% 1 .9 - - 1 .9 BELGIAN ICECREAM GROUP 3 .3 17 .7%

TRASYS bv 13 .7 0 .3% - - bv 13 .7 0 .2% 1 .6 - - 1 .6 TRASYS 1 .6 11 .7%

ARKEMA sm 10 .1 0 .2% - (10 .1) sm - 0 .0% 0 .5 7 .6 - 8 .1 ARKEMA 8 .1 80 .2%

Other shareholdings 78 .3 1 .6% 9 .1 28 .8 116 .2 2 .1% 3 .7 3 .8 - 7 .5 Other shareholdings 16 .6 21 .2%

Tangible fixed assets bv 13 .6 0 .3% - (0 .5) bv 13 .1 0 .2% - 0 .3 - 0 .3 Tangible fixed assets 0 .3

Long-term assets 4,040 .8 82 .3% 608 .7 61 .4 4,710 .9 84 .6% 163 .9 11 .7 (32 .0) 143 .6 Long-term assets 784 .3 19 .3%

Deposit, cash and debt bv 700 .7 14 .3% (85 .8) 186 .5 (368 .0) bv 433 .4 7 .8% (7 .1) - - (7 .1) Deposit, cash and debt (7 .1)

Shares and bonds sm 48 .3 1 .0% 21 .5 228 .8 sm 298 .6 5 .4% 22 .6 - 7 .3 29 .9 Shares and bonds 44 .1

Own shares sm (13) 120 .3 2 .5% (91 .4) 17 .8 77 .8 sm (13) 124 .5 2 .2% 2 .8 - - 2 .8 Own shares 20 .6

Net cash position 869 .3 17 .7% (177 .2) 225 .8 (61 .4) 856 .5 15 .4% 18 .3 - 7 .3 25 .6 Net cash position 57 .6 n .s .

(9 .9) 2 .5 - (7 .4) Other revenues / (costs) (7 .4)

Adjusted net assets 4,910 .1 (177 .2) 834 .5 - 5,567 .4 186 .5 (24 .7) 161 .8 Restricted consolidated profit 834 .5 17 .0%




Evolution of the adjusted net assets over the past 10 years



for shareholders

criteria adjusted net assets % share-

holders value interest criteria adjusted net assets % operating non

operating global %

(1) (2) (3) (4) (5) (1) (6) (7) (8) (9) (10) (11) (12)

PARGESA ana 1,188 .5 37 .3% 546 .4 41 .1 ana 1,776 .0 31 .9% - - 264 .1 PARGESA 810 .5 5 .7%

TOTAL sm 1,088 .2 34 .2% 413 .6 (23 .0) sm 1,478 .8 26 .6% 464 .8 19 .0 - 483 .8 TOTAL 897 .4 7 .1%

TRANSCOR ASTRA GROUP se 41 .4 1 .3% 335 .0 14 .7 se 391 .1 7 .0% 59 .7 187 .5 - 247 .2 TRANSCOR ASTRA GROUP 582 .2 35 .9%

IBERDROLA - 0 .0% (78 .0) 287 .3 sm 209 .3 3 .8% 22 .1 130 .5 (84 .5) 68 .1 IBERDROLA 74 .6 10 .2%

BANCA LEONARDO - 0 .0% - 165 .1 bv 165 .1 3 .0% 12 .4 - - 12 .4 BANCA LEONARDO 12 .4 2 .5%

M6 - 0 .0% (34 .5) 199 .0 sm 164 .5 3 .0% 23 .3 - (72 .3) (49 .0) M6 (11 .2) -1 .9%

CHEVAL BLANC - 0 .0% 3 .0 64 .4 - 67 .4 1 .2% 17 .6 - - 17 .6 CHEVAL BLANC 20 .6 6 .4%

DISTRIPAR se 91 .4 2 .9% 48 .5 (73 .4) bv/se 66 .5 1 .2% 19 .3 - - 19 .3 DISTRIPAR 67 .8 11 .0%

AFFICHAGE HOLDING - 0 .0% (66 .3) 121 .9 sm 55 .6 1 .0% 10 .0 - (58 .4) (48 .4) AFFICHAGE HOLDING (56 .3) -23 .4%

EIFFAGE - 0 .0% (24 .1) 74 .4 sm 50 .3 0 .9% 6 .1 90 .7 (27 .1) 69 .7 EIFFAGE 72 .7 20 .0%

LYPARIS/GO VOYAGES - 0 .0% (17 .9) 53 .7 bv 35 .8 0 .6% 2 .9 - (21 .3) (18 .4) LYPARIS/GO VOYAGES (15 .0) -13 .1%

GROUPE FLO - 0 .0% (18 .2) 50 .9 sm 32 .7 0 .6% 3 .3 - (23 .5) (20 .2) GROUPE FLO (14 .9) -10 .9%

UNIFEM/ENTREMONT ALLIANCE bv 82 .4 2 .6% (134 .7) 82 .3 bv 30 .0 0 .5% 19 .0 3 .0 (134 .7) (112 .7) UNIFEM/ENTREMONT ALLIANCE (112 .7) -19 .5%

TIKEHAU - 0 .0% (5 .1) 29 .9 se 24 .8 0 .4% 2 .3 - (7 .4) (5 .1) TIKEHAU (2 .8) -3 .0%

BELGIAN ICECREAM GROUP bv 51 .7 1 .6% (24 .1) (7 .6) se 20 .0 0 .4% 8 .5 (2 .8) (26 .0) (20 .3) BELGIAN ICECREAM GROUP (18 .4) -3 .8%

TRASYS - 0 .0% - 13 .7 bv 13 .7 0 .2% 4 .6 - - 4 .6 TRASYS 4 .6 11 .8%

ARKEMA - 0 .0% (13 .3) 13 .3 sm (0 .0) 0 .0% 1 .1 7 .6 (1 .1) 7 .6 ARKEMA (4 .6) -7 .3%

TAITTINGER/LOUVRE - 0 .0% - - - 0 .0% 16 .7 289 .7 306 .4 TAITTINGER/LOUVRE 306 .4 20 .5%

QUICK - 0 .0% - - - 0 .0% 7 .2 180 .7 187 .9 QUICK 187 .9 66 .5%

FCC - 0 .0% - - - 0 .0% 16 .3 66 .3 82 .6 FCC 82 .6 10 .8%

EDITIONS DUPUIS bv/se 32 .1 1 .0% (2 .1) (30 .0) - 0 .0% 9 .8 66 .9 76 .7 EDITIONS DUPUIS 74 .6 26 .8%

Other shareholdings 94 .8 3 .0% (35 .7) 57 .1 116 .2 2 .1% 67 .3 159 .5 (30 .9) 195 .9 Other shareholdings 191 .1 21 .8%

Tangible fixed assets bv 10 .9 0 .3% - 2 .2 bv 13 .1 0 .2% - 0 .3 - 0 .3 Tangible fixed assets 0 .3

Long-term assets 2,681 .4 84 .2% 892 .5 1,137 .0 4,710 .9 84 .6% 1,058 .4 1,198 .9 (487 .2) 1,770 .1 Long-term assets 3,149 .8 8 .7%

Deposits, cash and debt bv 395 .0 12 .4% (887 .9) 2,542 .9 (1,616 .6) bv 433 .4 7 .8% 122 .6 - - 122 .6 Net cash position 122 .6

Shares and bonds sm 84 .9 2 .7% (21 .0) 234 .7 sm 298 .6 5 .4% 108 .3 - (18 .4) 89 .9 Shares and bonds 87 .3

Own shares sm (13) 24 .9 0 .8% (138 .2) (7 .1) 244 .9 sm (13) 124 .5 2 .2% 26 .2 - - 26 .2 Own shares 19 .1

Net cash position 504 .8 15 .8% (1,026 .1) 2,514 .8 (1,137 .0) 856 .5 15 .4% 257 .1 - (18 .4) 238 .7 Net cash position 229 .0 n .s .

(73 .9) 102 .4 - 28 .5 Other revenues / (costs) 28 .5

Adjusted net assets 3,186 .2 (1,026 .1) 3,407 .3 - 5,567 .4 2,542 .9 (505 .6) 2,037 .3 Restricted consolidated profit 3,407 .3 8 .6%



(1) Valuation criteria:

a) ana: adjusted net assets; b) sm: stock market price; c) se: share in equity; d) b: book value .

(2) Adjusted net assets at 31 .12 .1999

(3) Flows from and to the shareholders: dividends and cancellation of own shares .

(4) Change in value .

(5) Internal allocation of funds: investments and (divestments) at book value .




for shareholders

criteria adjusted net assets % share-

holders value interest criteria adjusted net assets % operating non

operating global %

(1) (2) (3) (4) (5) (1) (6) (7) (8) (9) (10) (11) (12)

PARGESA ana 1,188 .5 37 .3% 546 .4 41 .1 ana 1,776 .0 31 .9% - - 264 .1 PARGESA 810 .5 5 .7%

TOTAL sm 1,088 .2 34 .2% 413 .6 (23 .0) sm 1,478 .8 26 .6% 464 .8 19 .0 - 483 .8 TOTAL 897 .4 7 .1%

TRANSCOR ASTRA GROUP se 41 .4 1 .3% 335 .0 14 .7 se 391 .1 7 .0% 59 .7 187 .5 - 247 .2 TRANSCOR ASTRA GROUP 582 .2 35 .9%

IBERDROLA - 0 .0% (78 .0) 287 .3 sm 209 .3 3 .8% 22 .1 130 .5 (84 .5) 68 .1 IBERDROLA 74 .6 10 .2%

BANCA LEONARDO - 0 .0% - 165 .1 bv 165 .1 3 .0% 12 .4 - - 12 .4 BANCA LEONARDO 12 .4 2 .5%

M6 - 0 .0% (34 .5) 199 .0 sm 164 .5 3 .0% 23 .3 - (72 .3) (49 .0) M6 (11 .2) -1 .9%

CHEVAL BLANC - 0 .0% 3 .0 64 .4 - 67 .4 1 .2% 17 .6 - - 17 .6 CHEVAL BLANC 20 .6 6 .4%

DISTRIPAR se 91 .4 2 .9% 48 .5 (73 .4) bv/se 66 .5 1 .2% 19 .3 - - 19 .3 DISTRIPAR 67 .8 11 .0%

AFFICHAGE HOLDING - 0 .0% (66 .3) 121 .9 sm 55 .6 1 .0% 10 .0 - (58 .4) (48 .4) AFFICHAGE HOLDING (56 .3) -23 .4%

EIFFAGE - 0 .0% (24 .1) 74 .4 sm 50 .3 0 .9% 6 .1 90 .7 (27 .1) 69 .7 EIFFAGE 72 .7 20 .0%

LYPARIS/GO VOYAGES - 0 .0% (17 .9) 53 .7 bv 35 .8 0 .6% 2 .9 - (21 .3) (18 .4) LYPARIS/GO VOYAGES (15 .0) -13 .1%

GROUPE FLO - 0 .0% (18 .2) 50 .9 sm 32 .7 0 .6% 3 .3 - (23 .5) (20 .2) GROUPE FLO (14 .9) -10 .9%

UNIFEM/ENTREMONT ALLIANCE bv 82 .4 2 .6% (134 .7) 82 .3 bv 30 .0 0 .5% 19 .0 3 .0 (134 .7) (112 .7) UNIFEM/ENTREMONT ALLIANCE (112 .7) -19 .5%

TIKEHAU - 0 .0% (5 .1) 29 .9 se 24 .8 0 .4% 2 .3 - (7 .4) (5 .1) TIKEHAU (2 .8) -3 .0%

BELGIAN ICECREAM GROUP bv 51 .7 1 .6% (24 .1) (7 .6) se 20 .0 0 .4% 8 .5 (2 .8) (26 .0) (20 .3) BELGIAN ICECREAM GROUP (18 .4) -3 .8%

TRASYS - 0 .0% - 13 .7 bv 13 .7 0 .2% 4 .6 - - 4 .6 TRASYS 4 .6 11 .8%

ARKEMA - 0 .0% (13 .3) 13 .3 sm (0 .0) 0 .0% 1 .1 7 .6 (1 .1) 7 .6 ARKEMA (4 .6) -7 .3%

TAITTINGER/LOUVRE - 0 .0% - - - 0 .0% 16 .7 289 .7 306 .4 TAITTINGER/LOUVRE 306 .4 20 .5%

QUICK - 0 .0% - - - 0 .0% 7 .2 180 .7 187 .9 QUICK 187 .9 66 .5%

FCC - 0 .0% - - - 0 .0% 16 .3 66 .3 82 .6 FCC 82 .6 10 .8%

EDITIONS DUPUIS bv/se 32 .1 1 .0% (2 .1) (30 .0) - 0 .0% 9 .8 66 .9 76 .7 EDITIONS DUPUIS 74 .6 26 .8%

Other shareholdings 94 .8 3 .0% (35 .7) 57 .1 116 .2 2 .1% 67 .3 159 .5 (30 .9) 195 .9 Other shareholdings 191 .1 21 .8%

Tangible fixed assets bv 10 .9 0 .3% - 2 .2 bv 13 .1 0 .2% - 0 .3 - 0 .3 Tangible fixed assets 0 .3

Long-term assets 2,681 .4 84 .2% 892 .5 1,137 .0 4,710 .9 84 .6% 1,058 .4 1,198 .9 (487 .2) 1,770 .1 Long-term assets 3,149 .8 8 .7%

Deposits, cash and debt bv 395 .0 12 .4% (887 .9) 2,542 .9 (1,616 .6) bv 433 .4 7 .8% 122 .6 - - 122 .6 Net cash position 122 .6

Shares and bonds sm 84 .9 2 .7% (21 .0) 234 .7 sm 298 .6 5 .4% 108 .3 - (18 .4) 89 .9 Shares and bonds 87 .3

Own shares sm (13) 24 .9 0 .8% (138 .2) (7 .1) 244 .9 sm (13) 124 .5 2 .2% 26 .2 - - 26 .2 Own shares 19 .1

Net cash position 504 .8 15 .8% (1,026 .1) 2,514 .8 (1,137 .0) 856 .5 15 .4% 257 .1 - (18 .4) 238 .7 Net cash position 229 .0 n .s .

(73 .9) 102 .4 - 28 .5 Other revenues / (costs) 28 .5

Adjusted net assets 3,186 .2 (1,026 .1) 3,407 .3 - 5,567 .4 2,542 .9 (505 .6) 2,037 .3 Restricted consolidated profit 3,407 .3 8 .6%



(6) Adjusted net assets at 31 .12 .2009 = (2) + (3) + (4) + (5)

(7) Restricted consolidation operating profit (before write-downs) .

(8) Restricted consolidation non-operating profit (before write-downs) .

(9) Write-downs (operating and non-operating) .

(10) Total restricted consolidated result (part of the group): (7) + (8) + (9) .

(11) Total Performance for the Shareholders over the period: (4) + (7) + (8) .

(12) Total Performance for the Shareholders over the period (compound annual rate of return) .

(13) Except for shares covering the stock option plans valued at exercise price .

%


SItUAtIon AS At 31 DeCeMBer 2009

The percentages given below are economic holding percentages, which may slightly differ from the percentages applied for the consolidation of the accounts (in particular owing to the cancellation of own shares in the IFRS accounts).

Shareholdings of NPM/CNP PARGESA GBL Transitive percentage

Consolidation method Page

ShAreholDInGS oF npM/Cnp helD DIreCtlY

CONSOLIDATED OR EQUITY-ACCOUNTED SHAREHOLDINGS

TRANSCOR ASTRA GROUP 80.0% (1) 80.0% F 30

GRUPPO BANCA LEONARDO 19.5% 19.5% E 32

CHEVAL BLANC 40.0% (2) 40.0% P 34

DISTRIPAR 100.0% 100.0% F 36

AFFICHAGE HOLDING 25.3% (3) 25.3% E 38

FIDENTIA 50.0% (4) 50.0% E 40

LYPARIS / GO VOYAGES 50.0% (5) 31.0% P 42

GROUPE FLO 35.8% (6) 23.7% P 44

UNIFEM / ENTREMONT ALLIANCE 64.2% 64.2% F 46

TIKEHAU 50.0% (7) 47.5% E 48

BELGIAN ICECREAM GROUP 100.0% 100.0% F 50

TRASYS 50.0% (8) 41.0% P 52

OTHER SHAREHOLDINGS

TOTAL 1.4% 1.4% (11) - 54

IBERDROLA 0.6% 0.6% (11) - 56

MÉTROPOLE TÉLÉVISION (M6) 7.1% 7.1% - 58

EIFFAGE 1.4% 1.4% - 60

(1) 100%-controlled.(2) Through an 80% subsidiary (NPM/CNP’s economic percentage : 40%).(3) 5% voting rights (statutory limitation).(4) NPM/CNP controls 50% of FIDENTIA REAL ESTATE INVESTMENTS and owns 67.8% of FIDENTIA GREEN BUILDINGS.(5) GO INVEST, jointly controlled with GROUPE ARNAULT, owns 62% of LYPARIS/GO VOYAGES (NPM/CNP’s economic percentage : 31%)(6) FINANCIERE FLO, 66% controlled by GIB (jointly held with AvH), owns 71.7% of GROUPE FLO.(7) NPM/CNP controls 50% of TIKEHAU CAPITAL ADVISORS (economic percentage : 47.5%) and owns 17.3% of the investment company TIKEHAU CAPITAL PARTNERS

(economic percentage : 25.0%).(8) TRASYS GROUP, held 82% by GIB (jointly held with AvH), owns 100% of TRASYS (NPM/CNP’s economic percentage :41%).

F: fully consolidated

P: proportionnally consolidated

E: equity-accounted

oUr ShAreholDInGS


Shareholdings of NPM/CNP PARGESA GBL Transitive percentage (10)

Consolidation method Page

ShAreholDInGS oF npM/Cnp helD throUGh pArGeSA

PARGESA 24.2% (9) 24.2% P 64

GBL 50.0% 12.1% P 66


LAFARGE 21.1% 2.6% E 68

IMERYS 26.1% 30.7% 10.0% P 70

OTHER SHAREHOLDINGS

TOTAL 4.0% 0.5% (11) - 54

GDF SUEZ 5.2% 0.6% - 72

PERNOD RICARD 9.1% 1.1% - 74

SUEZ ENVIRONNEMENT 7.1% 0.9% - 74

IBERDROLA 0.6% 0.1% (11) - 56

(9) PARJOINTCO, 50%-owned by AGESCA NEDERLAND, which is in turn 89.5% owned by NPM/CNP, owns 54.1% of PARGESA (10) Transitive holding including NPM/CNP’s share in the controlling holdings held by the PARGESA/GBL group.(11) Total transitive percentage of 1.9% in TOTAL, 0.7% in IBERDROLA.

F: fully consolidated

P: proportionnally consolidated

E: equity-accounted

%


OTHER SHAREHOLDINGS


54 totAl

56 IBerDrolA

58 Métropole téléVISIon (M6)

60 eIFFAGe

30 TRANSCOR ASTRA GROUP

32 GRUPPO BANCA LEONARDO

40 FIDENTIA

38 AFFICHAGE HOLDING

34 CHEVAL BLANC

36 DISTRIPARBSS - CORNE PORT ROYAL DISTRIPLUS - PLANET PARFUM - DI - CLUB

Shareholdings of NPM/CNP held directly

%Business report 2009 NPM/CNP 29

52 TRASYS

46 UNIFEM/ENTREMONT ALLIANCE

48 TIKEHAU

42 LYPARIS GO VOYAGES

50 BELGIAN ICECREAM GROUP

44 GROUPE FLO


MAIn eVentS

A USD 151.9 million capital gain resulting from the exercise of the put option on the remaining shareholding in the Pasadena refinery.

Favourable operating conditions at the US OIL refinery.

Very low coal/coke trading activities.

Contrasting results in oil/gas trading.

In 2009, the results of TRANSCOR ASTRA GROUP amount to EUR 196.1 million (USD 266.3 million), up from EUR 34.3 million (USD 50.4 million) in 2008.

In 2008, certain members of the TRANSCOR ASTRA Group exer-cised the put option on their 50% shareholding in the PRSI refin-ery they held on PETROBRAS. The validity of this exercise was challenged by PETROBRAS. In April 2009, the arbitration panel brought in to settle the dispute between the two groups issued its final award, which ruled that those members of the TRANSCOR ASTRA GROUP were entitled to, and did properly, exercise their put options. Consequently, the TRANSCOR ASTRA group has transferred its interests in PRSI (the Pasadena refinery and the related trading partnership) to the PETROBRAS group, resulting in a capital gain of USD 151.9 million (EUR 109.5 million for NPM/CNP’s share). According to the award, the PETROBRAS group should have already paid the TRANSCOR ASTRA Group some USD 550 million (including USD 156 million as reimbursement of a guarantee paid by TRANSCOR ASTRA on behalf of PRSI). To date, the PETROBRAS Group has still not complied with such payment obligations. Despite this fact, the TRANSCOR ASTRA Group has booked the capital gain arising from the disposition of its interests in PRSI, based on the view that it will succeed through the appli-cable judicial process - which evolves favourably - in enforcing and collecting the full amount so awarded. It is also reminded that a litigation filed by TRANSCOR ASTRA claiming for damages for non-compliance with prior commitments is still pending against PETROBRAS before a US court.

Excluding the effect of the disposal of the shareholding in PRSI, the profit before capital operations of TRANSCOR ASTRA GROUP amounted to EUR 82.1 million (USD 114.4 million) in 2009 against EUR 50.8 million in 2008 (USD 74.6 million).

The only refinery now held by the Group, US OIL, situated in Tacoma in the North West of the United States experienced very favourable operating conditions and posted a profit of USD 40 million in 2009, against a loss of USD 35 million in the previous year.

The usually very irregular activities of the coal and coke division were virtually absent this year (USD 1.1 million profit), while they had contributed to the profit for some USD 16.6 million in 2008

The group’s oil and gas trading activities which went through excel-lent months during the first part of the year suffered from a fire in a terminal in Puerto Rico, in which products delivered by to the group were stored. The losses on the products and on the related hedging instruments amounted to USD 31 million for TRANSCOR ASTRA (EUR 18 million for NPM/CNP’s share), not considering any amount that could eventually be recovered from the insurance poli-cies subscribed by the owner/operator of the terminal.

The net profit from the oil and gas trading activities were down at USD 64.8 million, mainly realized In the European Zug office, com-pared with USD 102.9 million for the previous year.

During the 2009 year, the group kept on hiring new traders. The offices of Singapore, Zug and Houston have been particularly reinforced.

TRANSCOR ASTRA GROUP has teamed-up with TPF GROUP to cre-ate TTR ENERGY, a joint-venture dedicated to renewable energies (wind, hydroelectricity, solar thermal and biomass). In association with TTR ENERGY, DEGROOF BANK has set up an investment fund for renewable energies. TTR ENERGY is the investment manager of the fund, which amounts EUR 46 million. By end 2009, EUR 17.2 had already been invested.

In the last quarter of the year 2009, TRANSCOR ASTRA GROUP declared a dividend of EUR 15 million.


TRANSCOR ASTRA GROUP distributes and trades oil products, natural gas, coal and coke, thanks to fixed assets it owns or rent (pipelines, storage facilities, oil tankers, refineries…) . Since 2007, TRANSCOR ASTRA GROUP has also developed alternative energy projects .

SHAREHOLDINGS OF NPM/CNP HELD DIRECTLY ConSolIDAteD or eqUItY-ACCoUnteD ShAreholDInGS


operAtIonAl DAtA

Market data 2005 2006 2007 2008 2009

Brent price ($/b) 54.5 65.1 72.4 97.3 91.7

EUR/USD exchange rate 1.24 1.26 1.37 1.47 1.39

Data per business segment (million EUR)

2005 2006 2007 2008 2009

net income (Group share) 63.9 175.9 115.2 34.3 196.1

PRSI operatig income 35.7 43.2 11.6 0.0 0.0

US OIL operating income 0.0 14.5 23.2 (23.8) 29.1

Trading activities 42.5 61.2 59.0 81.4 47.3

Other (14.3) 57.0 21.4 (23.3) 119.7

ContrIBUtIon to:

Restricted consolidation

Consolidation (transitive)

Valuation basis

M EUR % M EUR % M EUR %

2009 operating profit*

14.0 7.8% 67.7 23.9% 67.7 18.8%

Adjusted net assets at 31.12.2009

391 7.0% 391 7.0% 391 7.0%

* includes EUR 2,0 million related to the financing TRANSCOR ASTRA 20 by NPM/CNP .

KeY FInAnCIAl DAtA

Summary income statement

(million EUR) 2005 2006 2007 2008 2009

Turnover 8,603 9,839 9,233 11,606 9,379

Gross margin 267.8 343.9 243.3 166.0 180.9

EBITDA 96.8 162.3 121.7 92.0 113.2

EBIT 91.9 150.3 110.1 79.2 98.4

net income (Group share)

63.9 175.9 115.2 34.3 196.1

Summary balance sheet

(million EUR) 2005 2006 2007 2008 2009

Non-current assets 82.3 254.8 208.0 154.8 154.2

Net current assets and liabilities

362.5 255.9 543.0 548.7 1,143.6

total capital employed 444.8 510.7 751.0 703.5 1,297.8

Equity (Group share) 200.0 339.0 408.9 334.6 488.9

Minority interests 0.0 22.3 47.5 49.4 101.2

Net financial debt 244.8 149.4 294.5 319.5 707.7

total capital invested 444.8 510.7 751.0 703.5 1,297.8

Dividend

(million EUR) 2005 2006 2007 2008 2009

Dividend* 6.6 7.0 9.0 135.0 15.0

* Dividend declared for the corresponding financial year . The dividend of 2008 includes an exceptional dividend of EUR 125 million .

StrUCtUre At 31 DeCeMBer 2009

NPM/CNP

PERSONNEL

TRANSCOR ASTRA 20


100%

20%80%



MAIn eVentS

Turnover of EUR 176 million.

Operating result of EUR 60 million and net profit, before impairment, of EUR 26 million.

Proposed distribution of reserves totalling EUR 280 million.

Despite the difficult market context in 2009, the Group reported net revenues of approximately EUR 175 million, 51% of them in Italy and 49% in the rest of Europe.

The operating result before taxes and non recurring expenses was a positive EUR 60 million. Profit, net of taxes as well as provi-sions and other non recurring items, was a positive EUR 26 mil-lion. The net income shows a loss of EUR 57.2 million, affected by impairments of approximately EUR 84 million.

The Board of Directors, confident in the positive performance of the core activities advisory and investment banking, asset man-agement and private banking, decided to exit from the non core activities of private equity.

Furthermore, the Board of Directors has proposed the distribu-tion of EUR 21 million, through the use of available reserves, equal to 8 eurocents per share, as well as an extraordinary distribution totalling nearly EUR 259 million, equal to EUR 1 per share, resulting from Group’s strategy to disinvest from private equity sector.

GRUPPO BANCA LEONARDO continues to invest in future growth, as demonstrated by the strong influx of new personnel in 2009, and has expanded its presence in continental Europe with the opening of a new office in Brussels, operational from the start of 2010 in advisory and investment banking activities, joining the existing offices in Milan, Rome, Paris, Frankfurt, Amsterdam and Madrid.

The quality of personnel and wealth management products enabled the Group to attract new assets thanks to net inflows of around EUR 900 million and a positive market performance of over EUR 1 billion on managed assets.

The total assets of private clients, reached about EUR 8.7 billion (41% in Italy and 59% in France), composed of EUR 0.3 billion in direct deposits, EUR 6,8 billion in assets under management and EUR 1.6 billion in new assets under administration and advice.

At 31 December 2009, consolidated Group equity amounted EUR 811 million. After the aforesaid distributions and adjust-ments, shareholders’ equity will be approximately of EUR 531 mil-lion, confirming the solidity of the Group.

GRUPPO BANCA LEONARDO

GRUPPO BANCA LEONARDO is an independent investment bank founded by Gerardo Bragiotti and a group of European investors . The Group’s strategy is focused on advisory and investment banking, asset management and private banking .




GRUPPO BANCA LEONARDO

EURAZEO

19.49%

G.B.H. S.P.A

46.25%

0THERS

5.03%

EXOR

9.74%19.49%

NPM/CNP


operAtIonAl DAtA


2006 2007 2008 2009

eBIt 37.7 93.5 59.0 59.9

Advisory 29.9 39.3 25.0 15.5

Asset Management & Private Banking

1.0 37.0 39.2 42.1

Trading, Treasury and Research 1.4 10.5 (1.0) 12.9

Private Equity 0.0 0.7 1.6 0.9

Corporate Center 5.3 5.9 (5.8) (11.5)

ContrIBUtIon to:



Valuation basis


2009 operating profit

4.0 2.3% 4.6 1.6% 4.6 1.3%


165 3.0% 165 3.0% 165 3.0%

KeY FInAnCIAl DAtA


(million EUR) 2006 2007 2008 2009

Turnover 87.2 184.8 186.5 176.4

EBITDA 37.9 94.7 61.3 62.6

EBIT 37.7 93.5 59.0 59.9

net income/loss (group share) 19.7 54.8 29.7 (57.2)


(million EUR) 2006 2007 2008 2009

Non current assets 84.1 498.2 428.4 362.3

Net current assets and liabilities 385.7 379.7 455.7 449.0

total capital employed 469.8 877.9 884.1 811.3

Equity (Group share) 469.5 877.9 884.1 811.3

Minority interests 0.3 0.0 0.0 0.0

Net financial debt 0.0 0.0 0.0 0.0

total capital invested 469.8 877.9 884.1 811.3

Dividend

(million EUR) 2006 2007 2008 2009

Dividend* 17.0 33.0 24.6 20.7

* Dividend declared for the corresponding financial year . The dividend for financial year 2009 is subject to approval by the annual general meeting of shareholders .


MAIn eVentS

Reorganisation of the CHEVAL BLANC shareholding, 50% of which is now held by CHEVAL BLANC FINANCE and 50% by the LVMH Group.

Depressed economic context for the “primeur” sale of the 2008 vintage (spring 2009).

Weather conditions for the 2009 vintage very favourable in terms of quality.

Launch of work on the new wine warehouse at CHÂTEAU CHEVAL BLANC.

In 1998, GROUPE ARNAULT and NPM/CNP had acquired, via a joint company, RASPAIL INVESTISSEMENTS, all of the shares in the Société Civile du CHEVAL BLANC from the FOURCAUD-LAUSSAC family. Over the 2009 financial year, GROUPE ARNAULT sold its 50% stake to its subsidiary, the LVMH Group. The joint holding vehicle was dissolved and the 50% stake in CHEVAL BLANC held by the NPM/CNP Group is now held by CHEVAL BLANC FINANCE, a company incorporated under French law, with which it constitutes a fiscal entity. 80% of CHEVAL BLANC FINANCE is economically held by the NPM/CNP Group. This reorganisation triggered a revaluation of the investment of approximately EUR 140 million in NPM/CNP share, which has no impact on the consolidated accounts or on the Group’s adjusted net assets. The majority of this investment is now financed by shareholder advances.

Spring 2009 saw the “primeur” sale of the wines from the 2008 vintage in an unfavourable economic climate. CHEVAL BLANC sold its first wine at a price of EUR 250 (compared with EUR 320 for the 2007 vintage) and its second wine at a price of EUR 40 (EUR 50 for the 2007 vintage). The prices of LA TOUR DU PIN and QUINAULT L’ENCLOS held up better.

2009 saw Cheval Blanc Finance take over control of the châ-teau QUINAULT L’ENCLOS vineyard, an 18 hectare property in Saint-Emilion Grand Cru acquired in 2008, allowing yields to

be increased to above 30 hl/ha, a volume which remains insuf-ficient even if they are much higher than those of 2008. CHEVAL BLANC also produced more than 30 hl/ha, a relatively modest figure but which, given the excellent quality of the vintage, should guarantee a very high proportion of first wine. LA TOUR DU PIN, traditionally more generous in volumes, produced almost 45 hl/ha of a very good quality wine. On the whole, the dry and sunny back season favoured concentration and quality to the detriment of quantities.

The building permit for the new wine warehouse has been granted. This investment of around EUR 15 million should be operational in 2011 and make it possible to better exploit the magnificent qualities of the CHEVAL BLANC estate, in particu-lar thanks to the fine tuning of the parcel by parcel harvesting technique.

In accounting terms, the 2009 financial year saw the gen-eration of a turnover of some EUR 22 million at CHEVAL BLANC (EUR 11 million for CHEVAL BLANC FINANCE) mainly resulting from the delivery of the remainder of the 2006 vintage.

The net profit of CHEVAL BLANC FINANCE is negative at 1 million in 2009, after taking into account charges (mainly tax) linked to the Group’s reorganisation amounting to EUR 3.4 million and the remuneration of shareholder advances of EUR 4.1 million.

CHEVAL BLANC FINANCE

CHEVAL BLANC FINANCE holds 50% of the Société Civile du CHEVAL BLANC, owner of the Saint Emilion Premier Grand Cru Classé A estate (37 hectares), as well as of the LA TOUR DU PIN (8 hectares) and QUINAULT L’ENCLOS (18 hectares) vineyards .



operAtIonAl DAtA

2005 2006 2007 2008 2009

Production (hectoliters/hectare)

41.0 28.6 36.9 23.4 30.6

“Primeur” price; n-1 vintage (EUR/bottle)

Cheval Blanc 120 400 400 320 250

Petit Cheval 40 65 65 50 40

ContrIBUtIon to:



Valuation basis



5.6 3.1% 5.2 1.8% 5.2 1.4%


67 1.2% 67 1.2% 67 1.2%

* includes a remuneration of shareholder advances of EUR 3 .3 million .

KeY FInAnCIAl DAtA*

* For comparability purposes with the 2009 figures, 2005-2008 figures have been restated, reflecting the recent changes in the shareholder structure .


(million EUR) 2005 2006 2007 2008 2009

Turnover 7.5 7.9 9.1 10.3 11.0

Gross margin 6.3 7.1 8.8 9.7 9.9

EBITDA 5.6 6.5 7.4 8.1 8.2

EBIT 5.4 6.2 7.2 7.6 7.8

net income (Group share) 1.9 2.8 4.6 3.9 (1.0)


(million EUR) 2005 2006 2007 2008 2009



(1.0) (7.0) (11.4) (10.1) (10.2)

total capital employed 61.7 59.1 55.0 60.6 62.1



Shareholder loan 34.8 35.0 34.8 34.8 70.5

Net debt / (Net cash) 18.0 12.4 7.2 10.4 (22.1)

total capital invested 61.7 59.1 55.0 60.6 62.1

Dividend

(million EUR) 2005 2006 2007 2008 2009

Dividend* 0.0 1.6 1.6 2.9 0.0



NPM/CNP

CHEVAL BLANC

LA TOUR DU PINQUINAULT L’ENCLOS

CHEVAL BLANC FINANCE

LVMH

80%20%

100%

50% 50%

50% 50%


Other shareholders

BSSI


MAIn eVentS

9% downturn in the number of passengers at Zaventem airport, affecting the profitability of BELGIAN SKY SHOPS.

Doubling of the net profit at CORNE PORT-ROYAL despite a 4% reduction in turnover.

DI: negotiation of an agreement between the social partners paving the way for a sales recovery plan.

In 2009, DISTRIPAR generated a consolidated net profit of EUR 2 million, compared with EUR 3.3 million in 2008. This profit suffered from the negative impact of the cost of the collective redundancy agreement at Di and of the business downturn at Zaventem airport. At the end of 2009, the company distributed a dividend of EUR 4.7 million, up 7% compared with that of the previous year.

BELGIAN SKY SHOPS

BELGIAN SKY SHOPS posted turnover of EUR 104.7 million for 2009, down by almost 5% compared with 2008 as a result of a 9% fall in passenger numbers at Zaventem airport in the wake of the economic crisis. This fall was partially offset by the opening of new retail outlets at the end of 2008 and the strong performance recorded at BRUSSELS SOUTH CHARLEROI AIRPORT (3.9 mil-lion air passengers in 2009, up by more than 30% compared with 2008). Prudence is the key word for 2010 given the fragile economic conditions, despite the positive evolution expected in air passenger numbers at BRUSSELS SOUTH CHARLEROI AIRPORT.

CORNE PORT-ROYAL

CORNÉ PORT-ROYAL produces and distributes traditional, high-quality Belgian chocolates through exclusive points of sale, main-ly in France (18 stores) and in Belgium (22 stores). The company plans to concentrate on the opening of new points of sale and on the development of its brands in major outlets. In 2009, turnover fell by 4% to EUR 10.3 million. The net profit is up by 95% at EUR 0.5 million thanks to a strict monitoring of expenses.

Within the 50% held DISTRIPLUS Group:

PLANET PARFUM

This chain, which operates 74 points of sale, saw its turnover fall by 0.3% in 2009 (to EUR 89.5 million).

DI

With its 100 points of sale, DI generated a turnover of EUR 70.9 mil-lion in 2009, down 1.9% compared with 2008. The beginning of the year was marked by the announcement of a collective redundancy agreement that saw 14 loss-making stores close and 160 employ-ees leave the company for a total cost of over EUR 8 million. This collective redundancy agreement paved the way for a recovery plan that sets out to increase turnover through a repositioning of the DI brand and of its product range, as well as to improve margins and to reduce costs.

CLUB

With its 32 points of sale, CLUB increased its turnover by 5.0%, taking it to EUR 58.1 million in 2009 (+2.2% with a constant perim-eter). The gradual renovation of the points of sale should make it possible to give a further boost to the chain’s turnover.

DISTRIPAR

DISTRIPAR is a holding company, specialised in distribution, that holds BELGIAN SKY SHOPS (airport shops) and CORNÉ PORT-ROYAL (a traditional Belgian chocolate maker) as well as, as part of a joint venture with ACKERMANS & van HAAREN via DISTRIPLUS, the PLANET PARFUM (perfumeries), DI (Beauty & Care) and CLUB (books/stationery) retail chains .



operAtIonAl DAtA

turnover per business segment

2005 2006 2007 2008 2009

BSS / CORNE PORT-ROYAL

107.3 114.1 120.2 125.6 119.3

DISTRIPLUS n.s. n.s. n.s. 239.8 238.1

BSS 2008 2009

Number of passengers leaving from Brussels’ and Brussels South’ airport (thousands)

10,569 10,251

Sales at Brussels and Brussels South (EUR / passenger)

10.5 10.2

Corne port-roYAl 2008 2009

Volumes sold (tons) 592 543

DIStrIplUS 2008 2009

Stores

CLUB 28 32

DI 118 114

PLANET PARFUM 73 74

ContrIBUtIon to:



Valuation basis



4.7 2.6% 4.5 1.6% 4.5 1.3%


66 1.2% 66 1.2% 66 1.2%

KeY FInAnCIAl DAtA


(million EUR) 2005 2006 2007 2008 2009

Turnover 166.5 245.6 250.6 244.5 237.3

Gross margin 78.7 113.1 112.2 111.4 111.8

EBITDA 22.5 27.8 21.8 24.5 21.4

EBIT 14.3 18.3 12.8 17.7 13.6

net income (Group share) 11.4 9.6 37.5 3.3 2.0


(million EUR) 2005 2006 2007 2008 2009



(1.3) (2.0) 2.2 (1.3) (2.9)




Shareholder loan 12.2 29.0 0.0 0.0 0.0



Dividend

(million EUR) 2005 2006 2007 2008 2009

Dividend* 0.0 0.0 4.1 4.4 4.7

* Dividend declared for the corresponding financial year .


NPM/CNP

BSS

DISTRIPAR

CORNE PORT ROYAL

DISTRIPLUS

PLANET PARFUM DI CLUB

AvH

50%

100%

100%

100% 100% 100% 100%

50%



MAIn eVentS

Turnover is down by 21% at CHF 340 million, affected by the economic downturn and the unexpected banning of tobacco advertising in Greece.

Operating profit is posting a loss of CHF 65 million, mainly under the negative impact of impairments amounting to a total of CHF 83 million.

The net profit has fallen by CHF 59 million. In order to preserve the cash flow and the equity, no dividend is being paid for the 2009 financial year.

In 2009, AFFICHAGE HOLDING’s turnover fell by 21% to CHF 340 million, 74% of which were generated on the Swiss domestic market, compared with 71% the previous year, the international business having borne the brunt of the economic crisis with a 27% slump in turnover.

On the Swiss market, sales amounted to CHF 205 million, down by 18% compared with 2008. After a 24% downturn over the first half year, which suffered nevertheless from an unfavourable basis for comparison with the 2008 European Football Championship, the second half year enjoyed a slight recovery, containing the loss to 12%. The reduction in charges and operating costs made it pos-sible to generate an EBITDA of CHF 54 million including Holding costs (compared with CHF 67 million in 2008) and to maintain the margin (23% of revenue compared with 24% in 2008).

In Greece, the Group’s second market, AFFICHAGE HOLDING had to contend with not only macroeconomic problems, but also with the ban on tobacco advertising as from September, cutting turnover by 30%, which brought EBITDA down to CHF -12 mil-lion compared with CHF -3 million in 2008. On the Central and Eastern European markets, the group suffered the same fate, generating an EBITDA of CHF 4 million compared with almost CHF 20 million in 2008.

This situation, as well as the prospects for the future on the for-eign markets, meant that AFFICHAGE HOLDING:

- recorded total impairments for its activities in Greece and in Bosnia of CHF 83 million;

- made provisions on international receivables worth CHF 10 million;

- sold its activities in Hungary and in Northern Italy for a loss of CHF 21 million.

Consequently, operating profit is down at CHF 65 million and the net profit fell to CHF 59 million, after taking into account a posi-tive tax effect of CHF 31 million, compared with profits in 2008 of CHF 53 million and CHF 30 million respectively.

Operating cash flow is down by 37% at CHF 36 million whereas the net debt position remained stable at CHF 35 million. Equity fell by CHF 55 million to CHF 165 million taking into account an actuarial gain on pension schemes amounting to CHF 23 million.

In the light of the uncertain results and prospects, no dividend is being paid for this financial year in order to preserve the cash flow and equity.

2010 will remain a difficult year for advertising spending, with advertisers continuing to place short term orders, making it dif-ficult to forecast. Furthermore, the situation in Greece continues to be a concern given the political and economic situation.

AFFICHAGE HOLDING

AFFICHAGE HOLDING is the Swiss leader in the field of out-of-home media . Over the past few years, the group has undergone a geographical diversification toward Central and South Eastern Europe . It has a strong local foothold in Greece, Romania, Serbia, Bosnia-Herzegovina and Montenegro .



KeY FInAnCIAl DAtA


(million CHF) 2005 2006 2007 2008 2009

Turnover 296.4 320.9 386.4 428.0 340.0

Gross margin 156.2 173.8 210.2 233.3 175.9

EBITDA 48.4 61.2 80.9 83.5 45.6

EBIT 25.7 40.6 54.9 52.8 (65.2)

net income (Group share) 22.1 31.9 65.4 29.7 (59.1)


(million CHF) 2005 2006 2007 2008 2009



(34.0) (36.2) (40.9) (102.9) (67.6)




Net financial debt / (Net cash)

(95.5) (67.5) (2.7) 36.8 34.5


Share price and dividend

2005 2006 2007 2008 2009

Market capitalisation (million CHF)

541 600 756 420 326

Last share price (CHF) 180.2 200.0 252.0 140.0 108.5

Dividend (CHF / share)* 6.25 10.40 8.80 4.40 0.00


operAtIonAl DAtA

Data per business segment (million CHF)

2005 2006 2007 2008 2009

turnover 296 321 386 428 340

Switzerland 267 293 297 306 250

International 30 28 89 122 90

eBItDA 48 61 81 84 46

Switzerland (including Holding)

42 56 63 67 54

International 6 6 18 17 (8)

ContrIBUtIon to:



Valuation basis



3.0 1.7% 3.6 1.3% 3.6 1.0%


56 1.0% 56 1.0% 56 1.0%


NPM/CNP

AFFICHAGE HOLDING

25,3%



MAIn eVentS

Creation of FIDENTIA GREEN BUILDINGS, a fund investing in HEQ buildings (High Environmental Quality) ; the partners have invested a total of EUR 28 million, with NPM/CNP’s share amounting to EUR 19 million. This vehicle holds the SOLARIS building (13,700 square metres of offices in Brussels), delivered in the course of the financial year.

On-going construction work on the Strassen building (Luxembourg), delivered in early 2010.

Sale of the QUICK building in Huy.

In March 2010, the SOLARIS building won the MIPIM Award in the category “green buildings”.

The year 2009 saw the creation of the main investment vehicle, FIDENTIA GREEN BUILDINGS. The financing provided by the investors currently amounts to EUR 28 million, EUR 19 million of which was supplied by the NPM/CNP Group. Thanks to the addi-tional bank loan, in the course of the financial year the company acquired the SOLARIS building, situated on chaussée de la Hulpe in Brussels. At the end of 2009, 40% of the 13,700 square metres of high environmental quality (HEQ) offices available had been rented. This building has been recognized by sector profession-als in March 2010 by winning the MIPIM Award in the category “green buildings”. The net profit of FIDENTIA GREEN BUILDINGS was down at around EUR 1.0 million for the 2009 financial year after recognising interests on shareholder advances of EUR 0.6 million.

FIDENTIA REAL ESTATE INVESTMENTS was committed, even before the setting up of the specialised high environmental quality fund, to acquiring the SERENITY building, offering 10,700 square metres of offices in Strassen, at the gateway to Luxembourg City.

Construction work continued on this building throughout the 2009 financial year and it was finally delivered at the beginning of 2010. At the end of 2009, even before the delivery of this building, leases had been signed for some 30% of the available surfaces.

During previous financial years, FIDENTIA had structured an operation relating to an office building in Liege on behalf of third parties and acquired a minor shareholding in two small office spaces for an amount of EUR 3 million and the building housing the QUICK restaurant in Huy. The latter was sold during the finan-cial year, generating a capital gain of EUR 0.6 million.

At the end of the 2009 financial year, FIDENTIA REAL ESTATE INVESTMENTS managed property projects worth a total of around EUR 140 million. The 2009 financial year closed with a profit of EUR 0.3 million after recognising interests on share-holder advances of EUR 1 million.

In 2010, FIDENTIA will concentrate its efforts on the commerciali-sation of the existing buildings.

FIDENTIA

FIDENTIA REAL ESTATE INVESTMENTS is an investment company that manages real estate assets, which is jointly held by its founding managers and NPM/CNP . FIDENTIA sets out to structure real estate operations within various specialised investment vehicles on behalf of its shareholders or third parties and to manage these real estate assets .



operAtIonAl DAtA

(million EUR) 2007 2008 2009

Committed or collected funds 55 55 66

Assets under management 16 90 140

ContrIBUtIon to:



Valuation basis



1.4 0.8% 0.9 0.3% 0.9 0.3%


40 0.7% 40 0.7% 40 0.7%

* includes a remuneration of shareholder advances of EUR 1 .4 million .

KeY FInAnCIAl DAtA


(million EUR) FIDentIA reAl eStAte

InVeStMentS

FIDentIA Green

BUIlDInGS

2007 2008 2009 2009

Turnover 0.1 0.1 1.7 2.1

Gross margin (0.5) (0.8) 1.7 2.1

EBITDA (0.5) (0.8) 0.6 1.4

EBIT (0.5) (0.8) 0.6 0.5

net income (0.5) (1.1) 0.3 (1.0)


(million EUR) FIDentIA reAl eStAte

InVeStMentS

FIDentIA Green

BUIlDInGS

2007 2008 2009 2009

Non-current assets 0.2 17.1 44.5 46.6


0.0 (3.4) 1.7 (3.2)


Equity (Group share) (0.3) (3.3) (2.4) 9.6


Shareholder loan 0.0 16.6 27.1 14.0

Net financial debt 0.5 0.4 21.5 19.8


Dividend

(million EUR) 2007 2008 2009

Dividend 0.0 0.0 0.0


MANAGEMENT THIRD PARTIES

MANAGEMENT COMPANY FIDENTIA REAL ESTATE INVESTMENTS

FUND FIDENTIA GREEN BUILDINGS

REAL ESTATE ASSETS

32%50% 50% 68%*

NPM/CNP


* Percentage will be reduced over time .


MAIn eVentS

Despite a difficult economic environment, business volume increased by 28% to EUR 697 million thanks to the increase in regular flight sales.

Launch of a range of in-house holiday packages.

Development of a new visual identity.

Despite the morose economic condition that have hit the tour-ism industry particularly hard, GO VOYAGES closed the financial year, on 31 March 2009, with a 28% increase in business volume at EUR 697 million. This rise, achieved through the sustained growth of regular flight sales, demonstrates the pertinence of Group’s strategy, based on the depth of its product offering and the price.

GO VOYAGES pushed on with the reorganisation that got off the ground in 2008 with the aim of adapting the company to the chal-lenges raised by an ambitious international development and a branching out into non-flight products. Indeed, the Group is now present in 11 European countries with dedicated Web sites under the GO VOYAGES and GO VOLO brands. These elements, contrib-uting to the company’s future growth, justify the slower growth of EBITDA in 2009, +7.6% at EUR 18.4 million, due to IT development costs and additional recruitments.

In 2010, GO VOYAGES will put the priority on developing its sales of in-house holiday packages. The company is eager to extend and pad out its offer and systems to become a major player on the European e-tourism market, in a position to offer a compre-hensive range of services.

GO VOYAGES intends to improve its product offering and the efficiency of its various engines by introducing technological evolutions and adding new functionalities. A new Web site will be brought on-line during the first half of 2010 after a technical, ergonomic and graphic overhaul to improve reactivity and to live up to the expectations of Web users.

The Tour Operating activity launched in B to B in the third quar-ter of 2009 will be launched in B to C during the first quarter of 2010 for the distribution of package holidays put together by GO VOYAGES or negotiated with the major tour operators.

Thanks to its price positioning and the accessibility of its offer, GO VOYAGES is holding up well to the crisis and maintained double digit growth over the first quarter of 2010.

LYPARIS / GO VOYAGES

The French leader in the field of on-line plane ticket sales, GO VOYAGES, offers the broadest choice of plane tickets at the most attractive price via a multi-channel distribution network . The Group has its own search engine and centralised reservation system that pool together the broadest flight offering on the market . The Group today employs 331 people .




operAtIonAl DAtA

number of passengers carried (in thousand)

2007/2008 2008/2009

Regular flights 998 1,309

Charter flights 238 210

Non-flight 112 115

total 1,349 1,634

turnover breakdown (million EUR)

2007/2008 2008/2009

Regular flights 426 581

Charter flights 83 78

Non-flight 34 37

total 542 697

ContrIBUtIon to:



Valuation basis



- - 2.0 0.7% 2.0 0.5%


36 0.6% 36 0.6% 36 0.6%

KeY FInAnCIAl DAtA (lYpArIS)

Results presented below are LYPARIS’ consolidated accounts for the financial years ending 31 March 2008 and 2009. These accounts are based of the french accounting rules (French GAAP).


(million EUR) 2007/2008 2008/2009

Turnover 542 697

Gross margin 39.8 48.0

EBITDA 17.1 18.4

EBIT* 13.9 (5.1)

net income (Group share) (1.5) (21.0)

* The negative EBIT (EUR -5 .1 million) at 31 March 2009 includes an exceptional amount of EUR 9 .9 million corresponding the goodwill amortization of 2008 . Corrected from this timing factor, EBIT in 2008 and 2009 would respectively be EUR 4 million and EUR 4 .8 million .


(million EUR) 2007/2008 2008/2009

Non-current assets 281.9 265.0

Net current assets and liabilities (57.7) (74.9)

total capital employed 224.3 190.1

Equity (Group share) 51.8 36.7

Minority interests 0.0 0.0

Net financial debt * 172.4 153.4

total capital invested 224.3 190.1

* Net financial debt includes shareholders’ advances of EUR 81 .3 million at 31 March 2009 .

Dividend

(million EUR) 2008 2009

Dividend 0.0 0.0


NPM/CNP

50% 50%

MANAGEMENT

28,6%

OTHERS

9,4%

GO INVEST

62%

LYPARIS

GO VOYAGES

100%

GROUPE ARNAULT


MAIn eVentS

Application of the reduced VAT rate on all the brands as part of an aggressive commercial policy to recover volume.

EBITDA up by 8% at EUR 35.1 million and a positive net profit of EUR 5.9 million thanks to cost cutting measures.

Improved balance sheet structure thanks to the disposal of two restaurants and a capital increase of EUR 20.2 million.

The restaurants had to contend with the on-going slump in business that had set in during the second half of 2008 and that continued until the second quarter of 2009, when it reached its nadir.

Since July 2009, GROUPE FLO has seized the opportunity offered by the reduction in the VAT rate applied to the restaurant busi-ness to develop an aggressive sales recovery policy across all of its brands. These measures made it possible to progressively inverse the trend in the course of the second half year and even to win market share from direct competitors.

The downturn in consolidated turnover 2009 was limited to 6.4% compared with the previous year. System-wide sales generated by the group’s brands represented EUR 525 million over this same period thanks to the opening of 21 new restaurants in franchise.

Throughout the year 2009, GROUPE FLO focused its efforts on readjusting its economic model and its costs to face up to the crisis. These action plans included adapting the workforce to the volume of activity, optimising processes and profitability models and reducing central costs.

Despite the slump in activity, these measures made it possible to improve EBITDA by 8%, taking it to EUR 35.1 million and to once again post a positive net result of EUR 5.9 million.

Efforts to reduce the debt continued through the healthy manage-ment of the operational investments, the disposal of two Bistro Romain restaurants in accordance with the strategic decision taken in 2008 and the capital increase of EUR 20 million carried out in September 2009.

On the strength of these significant measures to improve profits in the long-term, the positive effects of the reduced VAT rate and the strengthening of its financial situation, GROUPE FLO will press on with its rationalisation and debt reduction efforts in 2010 in order to consolidate its leadership policy and its capacity to seize the opportunities that will arise when the economy will recover.

GROUPE FLO

GROUPE FLO is the French leader in the restaurant business .The Group’s strategy and development are based on a portfolio of complementary chains of thematic restaurants (Hippopotamus, Tablapizza and Taverne de Maître Kanter) and the run-ning of prestigious flagship brasseries .



operAtIonAl DAtA

2005 2006 2007 2008 2009

number of restaurants (31.12)

149 171 199 262 278

Hippopotamus 74 88 108 125 137

Bistro Romain 38 40 39 36 32

Tablapizza 0 6 9 24 26

Taverne de Maître Kanter 0 0 2 35 36

Brasseries Flo 19 22 25 28 34

Concessions 18 15 16 14 13

Volume of activity(million EUR)

2008 2009

Thematic restaurants 279.7 265.0

Brasseries 83.8 75.3

Concessions 26.0 24.2

total turnover GroUpe Flo 389.5 364.5

System-wide sales GroUpe Flo* 512.5 525.0

* System-wide sales correspond to the sum of owned and franchised restaurants’ sales.

ContrIBUtIon to:



Valuation basis



- - 1.4 0.5% 1.4 0.4%


33 0.6% 33 0.6% 33 0.6%

KeY FInAnCIAl DAtA


(million EUR) 2005 2006 2007 2008 2009

Turnover 310.3 348.5 380.0 389.5 364.5

Gross margin 240.7 273.0 296.6 303.4 289.0

EBITDA 31.4 38.1 46.0 32.5 35.1

EBIT 22.5 26.0 32.5 14.4 19.0

net income (Group share) 12.1 19.0 19.0 (38.4) 5.9


(million EUR) 2005 2006 2007 2008 2009



(60.0) (72.9) (82.7) (83.9) (78.0)







2005 2006 2007 2008 2009

Market capitalisation (million EUR)

134.4 271.3 276.0 80.6 140.1

Last share price (EUR) 7.0 9.3 9.5 2.8 3.6

Dividend* (EUR / share) 0.00 0.00 0.30 0.19 0.00



NPM/CNP GIB AVH

TIKEFLOFINANCIèRE FLO

GROUPE FLO

50% 50%

34%

66%

71,7%Restricted consolidation


MAIn eVentS

As was the case in 2008, lack of competitiveness of the French dairy industry, which still refuses to peg the price of milk to the European market.

Turnover down by 15% at EUR 1,403 million following imports of emmental and the low level of butter and milk powder prices.

Operating loss of EUR 10 million and net loss of EUR 22 million.

As was the case in 2008, 2009 was yet another difficult year for ENTREMONT ALLIANCE as the price of milk imposed in France is still not pegged to the European market, making it on average 15% to 25% higher than its two main competitors, the Netherlands and Germany.

This lack of economic competitiveness of the French milk indus-try has two consequences for a company such as ENTREMONT ALLIANCE, which focuses to a large extent on commodity chees-es (such as emmental, cheddar) and export: a decrease in cheese sales (21,000 tons) and an increase in milk surpluses that have to be transformed at a loss into butter and powder.

Add to that the price reductions it was forced to grant to main-tain the cheese sale volumes and the operating loss on products derived from standard milk came to several tens of millions of euros. Indeed, reducing the volumes of milk purchased and which can’t be profitably sold on the market does not deliver its effects overnight.

The positive results generated by the other activities (whey, nutri-tion, ENTREMONT brand, AOC cheeses) did not make it possible to offset all of these losses.

At the UNIFEM level, the operating loss stands at EUR 10 mil-lion and the net loss at EUR 22 million after booking financial expenses, extraordinary expenses (closure of a cheese factory in Germany) and impairments (milk collecting zone).

Following the losses accumulated over the past two years and the fixing of a non-economic milk price in France, ENTREMONT ALLIANCE has decided to turn to the Interdepartmental Industrial Restructuring Committee (CIRI) for assistance with the restruc-turing of its financial debt which, at the end of 2009, came to EUR 335 million compared with EUR 376 million one year earlier.

As part of the intervention of the CIRI, first initiatives with a view to the disposal of ENTREMONT ALLIANCE or its integration into a bigger whole have been taken. On 31 December 2009, NPM/CNP decided to now consider the UNIFEM / ENTREMONT ALLIANCE Group as “held for sale”.

UNIFEM/ENTREMONT ALLIANCE

ENTREMONT ALLIANCE is a major player on the international dairy commodities market: hard cheeses, whey, milk powders, butter . Through its brands, the group also positions itself on the high added-value segments such as cheeses, demineralised whey powders and nutri-tional products based on milk protein .



operAtIonAl DAtA

Market data 2005 2006 2007 2008 2009

Market prices

Powder 0% (EUR / ton) 1,950 2,106 3,321 2,204 1,789

Fat (EUR / ton) 2,710 2,491 3,336 2,608 2,244

Whey (EUR / ton) 550 698 1,029 433 463

Standardised milk price paid by eA in France

(EUR / 1.000 liters) 273 296 320 336 260

Company data 2005 2006 2007 2008 2009

Milk collection (million liters)

1,487 2,171 2,244 2,318 2,035

Cheese sales (thousand tons)

137 178 186 180 159

Cheese price (EUR / kg) 4.4 4.4 4.3 4.8 4.5

ContrIBUtIon to:



Valuation basis



- - (8.3) (2.9%) (8.3) (2.3%)


30 0.5% 30 0.5% 30 0.5%

KeY FInAnCIAl DAtA (UnIFeM)


(million EUR) 2005 2006 2007 2008 2009

Turnover 1,133 1,416 1,585 1,654 1,403

Gross margin 379 434 489 404 392

EBITDA 43 68 98 (17) 21

EBIT 17 39 70 (47) (10)

net income (Group share) 0 10 33 (34) (22)


(million EUR) 2005 2006 2007 2008 2009

Non-current assets 317 335 348 379 363


151 150 179 215 180

total capital employed 468 485 527 594 543

Equity (Group share) 69 85 121 101 78

Minority interests 4 2 3 3 3

Net financial debt 395 397 404 490 462

total capital invested 468 485 527 594 543

Dividend

(million EUR) 2005 2006 2007 2008 2009

Dividend 0.0 0.0 0.0 0.0 0.0


UNIFEM

ENTREMONT ALLIANCE

100%

64.19%


NPM/CNP

32.90% 2.91%

UNICOPAAGROINVEST/

UNIGRAINS


MAIn eVentS

EUR 496 million of assets under management (+28% over the year as a whole).

Acceleration of the development of TIM (the Group’s fixed income asset manager).

Renewed or increased profitability of all of the investment vehicles and management companies (TCP, TCA, TIM, TR).

Tikehau Capital Advisors (TCA)

Tikehau’s investment manager, TCA, channelled its efforts into dynamically managing each of the group’s components through-out 2009, thus generating a net profit of EUR 2.5 million. Moreover, a team of two professionals was recruited during the second half of 2009 to develop the real estate business.

Tikehau Capital Partners (TCP)

During the past financial year, TCA focused on the management of TCP’s main shareholdings (FLO, CIMES, AD VALOREM) and continued to steer the development of its asset management platforms via its interests in TIM and TR. TCP also pressed on with its portfolio rationalisation policy with the disposal of two non-strategic holdings (VITIS EPICURIA, TGR RESEARCH).

In a complex and sluggish market, the team adopted a dynamic approach to its treasury management by building on the group’s knowledge of the bond markets. Thus, as at 31 December 2009, the share of the TCP portfolio exposed to credit stood at 59% (26% as at 31 December 2008).

With EUR 102 million in equity as at 31 December 2009, TCP gen-erated a net profit of EUR 2.5 million over the year as a whole.

Finally, the management and NPM/CNP have increased their shareholding in TCP following a liquidity request of some shareholders. The transitive shareholding of NPM/CNP in TCP increased from 23,4% in 2008 to 25,0% on 31 December 2009.

Tikehau Investment Management (TIM)

TIM enjoyed continued growth in 2009 with EUR 54 million of net subscriptions for total assets under management of EUR 312 mil-lion at the end of December and a net profit of EUR 0.2 million. This sustained activity was carried by the good performance of the various funds over the year (+29% for TIKEHAU SPECIAL SITUATIONS (TSS), +42% for TIKEHAU CREDIT+ (TC+) and +77% for TIKEHAU CREDIT OPPORTUNITIES (TCO)) and the develop-ment of internal portfolio management tools and reporting tools to steer the performances of the funds and mandates.

In November 2009, TIM launched the new TIKEHAU TAUX VARIABLES fund in preparation for the anticipated rate increases.

TIKEHAU

The TIKEHAU group was founded in 2004 at the initiative of its management and of several investors from the world of finance, real estate and industry . The Group’s main activity is the structuring of financial operations and investments in various assets (listed or unlisted companies, real estate, funds, bonds and fixed income products) for its own account and on behalf of third parties .



operAtIonAl DAtA

2006 2007 2008 2009

Assets under management (EUR million)*

210 415 386 496

Personel (average on year basis) 5 17 21 21

NAV TCP (EUR/share) 15.30 15.03 11.74 12.92

NAV TCA (EUR/share) 2.40 2.49 2.25 2.39

* Equity TCP, AUM TIM & TR (mandates included), co-investments


47,5% / (50% voting rights)

5.0%

49.3%

3.5%


TCA

TCP

TIM66.1%

17.2%

MANAGE-MENT

&

OTHERS

16.2%

30.4%

ContrIBUtIon to:



Valuation basis



0.5 - 1.8 0.6% 1.8 0.5%


25 0.4% 25 0.4% 25 0.4%

tCp

2006 2007 2008 2009

Turnover 0.8 0.9 0.4 0.4

Operating income (1.7) (1.7) (3.0) (3.3)

Financial result 3.7 2.1 (4.1) 6.7

Exceptional result 1.6 2.1 0.0 0.0

Net income 2.4 2.1 (4.6) 2.5

KeY FInAnCIAl DAtA

Summary income statement tCA

(million EUR) 2006 2007 2008 2009

Turnover 2.9 2.7 3.6 3.5

Operating income 1.1 0.7 1.6 1.5

Financial result 0.3 (0.0) (0.5) 0.1

Exceptional result 0.0 0.0 0.0 0.0

Net income 1.3 0.7 0.2 2.5


tCA

(million EUR) 2006 2007 2008 2009


Net current assets and liabilities (0.4) 0.9 (0.2) 0.5


Equity, Group share 14.5 15.2 12.8 15.1


Net financial debt (0.2) 1.4 4.9 7.6


tCp

2006 2007 2008 2009


Net current assets and liabilities (2.1) (11.0) (9.3) 32.4


Equity (Group share) 91.6 92.0 95.0 102.3


Net financial debt (34.4) (29.9) (35.9) 10.6


Dividend*

(million EUR) 2006 2007 2008 2009

TCA 0.9 1.0 1.1 1.1

TCP 1.8 2.4 0.0 0.0


MANAGING PARTNERS

47.5% / (50% voting rights)

17.3%NPM/CNP


MAIn eVentS

Turnover practically stable at EUR 86 million.

Net income at EUR 3.4 million, thanks to a decrease in raw materials’ price and synergies with FRISA/ARTIC.

For the 8th consecutive year, progress of IJSBOERKE’s market share at 22.6% in the retail channel.

Continuation of optimisation efforts in the Home Vending segment.

In 2009, BIG’s overall turnover remained practically stable at EUR 86 million, two thirds of which were generated in the Benelux and half by the retail channel. In Belgium, the volume market share of the IJSBOERKE brand in this sales channel grew for the 8th consecutive year to 22.6% and remains by far Belgians’ favourite brand. It is forging ahead with its development in the Netherlands, while the MIO brand is starting to appear on shelves in France and Germany.

Home Vending is continuing its structural decline, which can be put down to socio-cultural evolutions and the development of the major retail outlets. After the computerisation of the front and back office of the door-to-door sales network a few years ago, the next evolution is to better adapt the supply to the demand, by sea-sonally adjusting the number of lorries on the road and adapting the delivery times offered to the 165,000 Belgian families using this sales channel. Internet sales, which are doubling every year, are a means of reaching out to a new customer base.

Sales under third party brands, even if selective, have not met all the objectives due to the intense competition raging on this segment.

As far as costs are concerned, operating costs have been posi-tively impacted by the drop in the price of dairy raw materials and the full-year effect of the synergies with FRISA/ARTIC.

Over the 2009 financial year, BIG posted a consolidated operat-ing profit of EUR 3.9 million and a net profit of EUR 3.4 million. The net debt amounted to EUR 5.4 million, down EUR 1.1 million compared with 31 December 2008.

BELGIAN ICECREAM GROUP

BELGIAN ICECREAM GROUP (“BIG”) is the leading Belgian ice cream brand and is the leader or challenger in all Belgium’s sales channels through its historical brand IJSBOERKE . At European level, it is accelerating its development through the MIO brand and, selectively, under third party brands .



75%

ContrIBUtIon to:



Valuation basis



1.9 1.1% 3.4 1.2% 3.4 0.9%


20 0.4% 20 0.4% 20 0.4%


NPM/CNP

B.I.G.

STARCO

25%

100%


KeY FInAnCIAl DAtA


(million EUR) 2005* 2006 2007** 2008 2009

Turnover 54.7 66.6 61.9 87.7 85.8

Gross margin 34.4 41.1 37.4 53.0 55.0

EBITDA 5.9 6.2 2.3 4.9 7.9

EBIT 3.0 3.0 (1.1) 0.1 3.9

net income (Group share) 3.1 1.9 5.8 (2.5) 3.4

* 2005 : acquisition of MIO

** 2007 : acquisition of FRISA/ARTIC


(million EUR) 2005* 2006 2007** 2008 2009



2.2 3.6 5.5 4.4 6.8






* 2005 : acquisition of MIO

** 2007 : acquisition of FRISA/ARTIC

Dividend

(million EUR) 2005 2006 2007 2008 2009

Dividend * 1.6 1.7 1.8 1.9 2.1



MAIn eVentS

Gross margin up by 10% at EUR 21.8 million in a difficult economic context marked by pressures on prices and volumes.

Major framework contracts won in the public and private sectors.

On-going operational and organisational optimisation efforts.

Weathering the rough economic conditions, TRASYS consolidated its turnover at EUR 71 million thanks to a diversified customer portfolio and the resilient character of a great many of its activi-ties. The gross margin, the company’s main performance indica-tor, is up by 10% at EUR 21.8 million thanks to a stricter control over marketing processes and project management. Despite this performance, the net profit remains stable at EUR 3.4 million, its growth hampered by the higher overheads resulting from the increase in non-billable hours.

At commercial level, TRASYS consolidated its foothold among private and public customers by concluding or extending sev-eral framework contracts with players such as ELECTRABEL-GDF-SUEZ, ORES, BNP PARIBAS FORTIS, the EUROPEAN DRUG AGENCY, the EUROPEAN CHEMICALS AGENCY and the EUROPEAN COMMISSION. Inversely, the competencies devel-oped in the anticipation of the REACH regulation did not deliver the hoped-for results, given that the chemical industry in general did not free up significant ICT consultancy budgets in 2009 to comply with the European directives that will enter into force as from 2010.

In 2009, TRASYS rolled out the operational and organisational improvement plans that will drive forward its growth and its pro-ductivity over the upcoming years. These actions are part of the strategic plan devised by TRASYS to diversify its customer portfo-lio and extend its offer of consultancy services and projects with a higher added value, both in sectors where TRASYS is already present and in carefully selected new sectors.

TRASYS

TRASYS is an independent IT consultancy and services company offering a broad spectrum of competencies (consultancy, project management, operation of IT infrastructures, etc .) on private and public markets . It currently employs over 600 persons in Belgium, France, the United Kingdom, Spain, Greece and Luxembourg .



operAtIonAl DAtA

turnover per business segment (%) 2007 2008 2009

European and international organisations 50% 54% 53%

Belgian public sector 11% 9% 9%

Utilities 23% 22% 25%

Other 15% 15% 13%

total 100% 100% 100%

turnover per service segment (%) 2007 2008 2009

Business Consulting 21% 26% 26%

System integration, application developments and Maintenance

63% 57% 56%

Operational services 17% 17% 18%

total 100% 100% 100%

ContrIBUtIon to:



Valuation basis



1.6 0.9% 1.4 0.5% 1.4 0.4%


14 0.2% 14 0.2% 14 0.2%

KeY FInAnCIAl DAtA


(million EUR) 2007 2008 2009

Turnover 62.9 71.6 71.3

Gross margin 18.8 19.8 21.8

EBITDA 6.1 5.8 6.4

EBIT 5.3 5.0 5.6

net income (Group share) 3.3 3.5 3.4


(million EUR) 2007 2008 2009

Non-current assets 2.9 2.2 2.3

Net current assets and liabilities 7.1 5.6 4.8

total capital employed 10.0 7.8 7.1

Equity (Group share) 9.4 9.8 9.3

Minority interests 0.0 0.0 0.0

Net financial debt 0.6 (2.0) (2.2)

total capital invested 10.0 7.8 7.1

Dividend

(million EUR) 2006 2007 2008 2009

Dividend * 3.5 3.1 3.9 3.4



NPM/CNP

GIB

AVH

MANAGEMENT

50%

18%

50%

82%

TRASYS GROUP

TRASYS

100%



MAIn eVentS

The oil industry in 2009 was marked by a sharp decline in the demand.

The adjusted net operating profit came to EUR 8.2 billion (-44%), down in all sectors of activity.

The net profit, group share, came to EUR 8.4 billion (-20%).

Proposal to pay a 2009 dividend of EUR 2.28 per share, unchanged compared with that of the previous year.

In the upstream segment of the petroleum chain, the group’s prov-en hydrocarbon reserves guarantee the company around 12 years of production at the current level. The Group has a diverse port-folio of assets and is paving the way for the future of energy by supporting the growth of alternative new energies.

In the downstream segment, the Group enjoys a leadership posi-tion in Europe and Africa. Its refining capacity and refined product sales total 2.6 million and 3.6 million barrels a day respectively. The group holds shareholdings in 24 refineries and operates a network of around 16,300 petrol stations.

TOTAL Chemicals is among the European or world wide leaders on most of its markets. It covers both petrochemical and large special chemical activities.

The 2009 oil market environment was marked by a significant decline in the demand for oil, natural gas and refined products and prices. In this context, the consolidated turnover for 2009 stood at EUR 131 billion, down by 27% compared with its 2008 level.

The adjusted net operating profit from the business segments (excluding holdings) was down by 46% at EUR 7.6 billion, com-pared with EUR 14.0 billion in 2008 (-48% expressed in USD) :

- In the upstream segment, the adjusted net operating profit came to EUR 6.4 billion, compared with EUR 10.7 billion in 2008, a reduction of 40% (- 44% in USD). This reduction can be explained mainly by the impact of the fall in the average sale price of liquids (- 36% at 58.1 $/barrel), in line with that of the price of Brent (- 37% to 61.7 $/barrel). The return on average capital employed (ROACE) for the upstream segment came to 18% in 2009, against 36% in 2008.

- In the downstream segment, the adjusted net operating profit came to EUR 1.0 billion, down by 63% compared with 2008 (- 65% in USD), reflecting the sharp decrease in refining margins (- 65% at 17.8 $/ton) and in refined volumes (- 9%). The ROACE for the downstream segment was 7% in 2009, compared with 20% for 2008.

- In the Chemicals segment, the adjusted net operating profit came to EUR 0.3 billion, compared with EUR 0.7 billion in 2008. This 59% decrease (- 61% in USD) reflects the significantly weaker environment for Base Chemicals and the lower sales and results from Specialties. The ROACE for the Chemicals segment for the full year 2009 was 4% compared with 9% in 2008.

The adjusted net profit, down by 44%, came to EUR 7.8 billion compared with EUR 13,9 billion in 2008. The adjusted net profit per share (EUR 3.48) is down by the same proportion as its 2008 level (EUR 6.20).

The net profit, group share, amounted to EUR 8.4 billion, down by 20% on 2008 (- 24% in USD). This figure takes into account adjust-ment elements for a positive global amount of EUR 0.7 billion (negative by EUR 3.3 billion in 2008).

It will be proposed at the annual general meeting of shareholders on 21 May 2010 that a dividend of EUR 2.28 per share be distrib-uted for the financial year 2009, unchanged compared with that of the previous year. Given the payment of the interim dividend of EUR 1.14 per share on 18 November 2009, the outstanding bal-ance of the dividend, EUR 1.14 per share, shall be paid in cash on 1 June 2010.

TOTAL

The fruit of the successive mergers of the TOTAL, PETROFINA and ELF AQUITAINE groups, TOTAL is one of the leading oil and gas groups in the world . It carries out its activities in over 130 countries and develops its know-how at all levels of this industry, from exploration to distribution . TOTAL is also a major Chemical player and is furthermore committed to the development of renewable energies .

SHAREHOLDINGS OF NPM/CNP HELD DIRECTLYother ShAreholDInGS


operAtIonAl DAtA

Market data 2005 2006 2007 2008 2009

Brent price ($/b) 54.5 65.1 72.4 97.3 61.7

EUR / USD exchange rate 1.24 1.26 1.37 1.47 1.39

European refining margins (ERMI - $/t)

na na na 51.1 17.8

operational data of the company

2005 2006 2007 2008 2009

Hydrocarbon reserves (million boe)

11,106 11,120 10,449 10,458 10,483

Hydrocarbon production (kboe/d)

2,489 2,356 2,391 2,341 2,281

Liquids (kb/d) 1,621 1,506 1,509 1,456 1,381

Gas (million cf/d) 4,780 4,674 4,839 4,837 4,923

Refinery throughput (kb/j) 2,410 2,454 2,413 2,362 2,151

Refined product sales (kb/d)

3,792 3,682 3,774 3,658 3,616

Refinery utilisation rates (sur brut traités)

88% 88% 87% 88% 78%

Personel (unit) 95,054 95,070 96,442 96,959 96,387Abbreviations: b: barrel – boe : barrel of oil equivalent – kboe/d: thousand barrels of oil equivalent – kb/d: thousand barrels per day – cf/d: cubic feet per day

Data per business segment(million EUR)

2005 2006 2007 2008 2009

Sales 137,607 153,802 158,752 179,976 131,327

Upstream 20,888 20,782 19,706 24,256 16,072

Downstream 99,934 113,887 119,212 135,524 100,518

Chemicals 16,765 19,113 19,805 20,150 14,726

Holding 20 20 29 46 11

Adjusted net operating income

12,586 13,162 12,881 14,664 8,226

Upstream 8,029 8,709 8,849 10,724 6,382

Downstream 2,916 2,784 2,535 2,569 953

Chemicals 967 884 847 668 272

Holding 674 785 650 703 619

return on Average Capital employed (roACe) 2008 2009

Group 25.7% 13.2%

Upstream 35.9% 18.2%

Downstream 19.9% 6.6%

Chemicals 9.2% 3.8%

ContrIBUtIon to:



Valuation basis



72.8 40.5% 98.0 34.6% 155.5 43.1%


1,479 26.6% 1,991 35.8% 1,991 35.8%

KeY FInAnCIAl DAtA


(million EUR) 2005 2006 2007 2008 2009

Sales 137,607 153,802 158,752 179,976 131,327

Adjusted net operating income

12,586 13,162 12,881 14,664 8,226

Adjusted net income (Group share)

12,003 12,585 12,203 13,920 7,784

net income (Group share) 12,273 11,768 13,181 10,590 8,447

Adjustments include non recurring items, inventory valuation effect and equity share of amortization of intangible assets related to the SANOFI-AVENTIS merger .


(million EUR) 2005 2006 2007 2008 2009

Non-current assets 61,914 61,950 64,843 70,360 76,971


(7,814) (7,582) (7,306) (9,739) (9,876)

total capital employed 54,100 54,368 57,537 60,621 67,095

Equity (Group share) 40,645 40,321 44,858 48,992 52,552


Net financial debt 12,617 13,220 11,837 10,671 13,556

total capital invested 54,100 54,368 57,537 60,621 67,095


2005 2006 2007 2008 2009


128,855 132,568 136,138 92,287 105,691


Dividend (EUR / share) * 1.62 1.87 2.07 2.28 2.28



MAIn eVentS

Production rose 1.1% to 142,776 GWh, thanks to increased wind generation which now accounts for 15% of the Group total.

EBITDA rose 6.3% to EUR 6,815 million, driven by international businesses, regulated activities and renewables.

Net profit of EUR 2,824 million (-1.3%) due to lower non recurrent results.

Proposal to pay out a dividend of EUR 0.33 per share, stable compared to 2008. An interim dividend of EUR 0.143 per share has been paid on 30 December 2009.

In 2009, IBERDROLA raised its production by 1.1% to 142,776 mil-lion GWh, due to a 26% rise in renewables which now accounts for 15% of the Group total. The Company has continued to diversify and expand its installed capacity, notable for a low CO2 emission level and flexible costs, to 43,667 MW.

Despite difficult operating and financial circumstances, with fall-ing demand and price erosion for energy, IBERDROLA increased gross margin by 7.9% to EUR 10,788 million, and EBITDA by 6.3% to EUR 6,815 million.

- Spain: a significant decline in wholesale prices in Spain, as well as a 4.5% drop in electricity demand, affected business in Spain last year. EBITDA totaled EUR 2,392 million (+0.7%) driven by the performance of the regulated business (EBITDA +12.9%).

- IBERDROLA RENOVABLES: EBITDA increased by 11.8% to EUR 1,325 million due to increased production (+26.4%) and an increasing contribution from international business. Installed capacity rose 1,450 MW, from 9,302 MW to 10,752 MW, of which more than 50% came from outside Spain.

- SCOTTISH POWER’s contribution to Group EBITDA was affected by the impact of the Sterling exchange rate. EBITDA came to EUR 1,451 million (-3.5%). In local currency, EBITDA rose 7.9% to GBP 1,294 million.

- IBERDROLA USA contributed full year EUR 451 million to Group’s EBITDA. Tha Company operates in regulated busi-nesses (gas and electricity distribution and transmission) in five states (New York, Maine, Connecticut, Massachusetts and New Hampshire).

- Latin America’s contributed EUR 860 million to Group’s EBITDA (-3.7%).

IBERDROLA recorded a net profit (group share) of EUR 2,824 mil-lion in 2009, in line with the previous year (-1.3%), sustained by the Group’s business model with regulated business and renewa-bles performing well. On 30 December 2009, IBERDROLA paid an interim dividend on the results of financial year 2009 amounting to a gross EUR 0.143 per share.

In 2010, the Company expects performance to pick up as a result of an improving economic environment, stabilizing demand and increased generating capacity. Additional measures will be taken to optimize the operating and financial expenses, adjust investments to cash flow, and continue asset sales and steps to strengthen the balance sheet.

IBERDROLA

IBERDROLA is Spain’s number one energy group, one of the largest electricity companies in the world and a world leader in wind power . IBERDROLA has a presence in more than forty countries and employs roughly 32,500 people .

SHAREHOLDINGS OF NPM/CNP HELD DIRECTLYother ShAreholDInGS


operAtIonAl DAtA

Net production 2009

Installed capacity 2009

GWh % MW %

Hydroelectric 11,970 8% 9,816 22%

Nuclear 22,830 16% 3,344 8%

Coal 13,237 9% 4,689 11%

Fuel-Oil 34 0% 710 2%

Combined Cycle 66,827 47% 13,173 30%

Cogeneration 6,390 4% 1,182 3%

Renewables 21,490 15% 10,752 25%

totAl 142,776 100% 43,667 100%

results by business(million EUR)

2008 2009

net sales 25,196 24,559

Energy Spain 8,504 7,039

Iberdrola Renovables 2,030 2,009

Scottish Power 7,978 7,556

Iberdrola USA 952 3,010

Latin America 3,452 2,652

Non-energy 2,281 2,293

eBItDA 6,413 6,815

Energy Spain 2,374 2,392

Iberdrola Renovables 1,186 1,325

Scottish Power 1,504 1,451

Iberdrola USA 93 451

Latin America 892 860

Non-energy 364 336

ContrIBUtIon to:



Valuation basis



8.7 4.8% 9.7 3.4% 19.0 5.3%


209 3.8% 235 4.2% 235 4.2%

KeY FInAnCIAl DAtA


(million EUR) 2005 2006 2007 2008 2009

Turnover 11 738 11 017 17 468 25 196 24 559

Gross margin 4 947 5 800 8 291 10 001 10 788

EBITDA 3 378 3 890 5 538 6 413 6 815

EBIT 2 262 2 655 3 698 4 262 4 509

net income (Group share) 1 382 1 660 2 354 2 861 2 824

Summary balance sheets

(million EUR) 2005 2006 2007 2008 2009



(4,171) (3,128) (8,244) (17,055) (12,366)



Minority interests 147 149 2,294 2,344 2,393

Net debt 12,211 13,549 21,042 29,029 29,979



2005 2006 2007 2008 2009


20,808 29,859 51,935 32,715 35,033





MAIn eVentS

In a disrupted environment, the Group demonstrated its capacity for resistance and adaptation thanks to a balanced development model.

A stable consolidated turnover and net profit.

Proposal to distribute a dividend of EUR 2.35 per share, including an extraordinary dividend of EUR 1.50 per share.

The year 2009 was marked by a disrupted environment which was nevertheless an opportunity for the M6 GROUP to demonstrate the appropriateness of its strategy and of its development model, based on the balancing of its revenues and activities.

Despite heightened competition, M6 confirmed its status as a generalist channel and held up better than the other historical free channels to the onslaught of terrestrial digital television channels, by attracting a broader audience thanks to innovations, strong and emblematic brands and box office hits. In 2009, the turnover of the M6 channel amounted to EUR 612.1 million, with a downturn of 8.0% in advertising revenues in an advertising market that has collapsed under the weight of the economic crisis. The operating profit came to EUR 117.9 million, its downturn contained in particular thanks to the flexibility of the cost of the programme grid.

The family of channels of the M6 Group also reinforced its presence on the television markets. On the promising territorial digital television market, W9 generated a national audience share of 2.5% on average over 2009, compared with 1.8% in 2008, going from strength to strength and confirming its position as the leading channel within this segment. In the pay television segment, the M6 GROUP has channels with complementary themes such as PARIS PREMIERE, the reference in the field of culture and shows, TEVA, the must-see women’s TV channel, but also TF6 and SERIE CLUB as well as the music channel M6 MUSIC. The turnover of the digital channels reached EUR 147.1 million, up by 17.7% and posted a favourable operating profit that is up by 19.7% at EUR 22.7 million.

The year 2009 also confirmed the importance of the diversification and audiovisual rights activities, whose 9.2% turnover growth illustrates both their role as engines for growth but also the creation of value based on brands and synergies realised within the Group.

These strong performances were driven in particular by the success of audiovisual rights in the field of box office and video releases as well as by the success of the GIRONDINS DE BORDEAUX FOOTBALL CLUB, which topped the French first division for the 2008/2009 season. The Group’s presence on the Internet and on multimedia supports was reinforced. Furthermore, remote sales and the distribution of general public products (music, collections) held up well. The 2009 turnover of the diversifications and audiovisual rights came to EUR 617.1 million, for an operating profit of EUR 52.2 million, up by 23.4%.

In total, the Group’s consolidated turnover in 2009 is therefore up slightly at EUR 1,376 million, EUR 724.6 million of which from the advertising revenues of all of the activities and EUR 652.0 million from non advertising revenues. The operating profit comes to EUR 190.3 million, which means that it is almost stable, and the net profit for the period, group share, totalled EUR 139.2 million (+0.6%).

On 1st February 2010, the Group announced that it had exercised its option to sell its 5.1% stake in CANAL+ France, which should give rise to the payment by VIVENDI of the minimum guaranteed amount of EUR 384.2 million.

Given the results and the Group’s cash position, the Board of Directors shall propose to the annual general meeting of shareholders on 4 May 2010, the distribution of a dividend of EUR 2.35 per share, corresponding to:

- an ordinary dividend of EUR 0.85 per share for the 2009 financial year, unchanged compared with the 2008 financial year,

- an exceptional dividend of EUR 1.50 per share.

MÉTROPOLE TÉLÉVISION (M6)

METROPOLE TELEVISION is a multimedia group, hinged around the second French com-mercial television channel, M6, comprised of a family of highly complementary digital chan-nels and diversification activities developed around a powerful brand .

SHAREHOLDINGS OF NPM/CNP HELD DIRECTLY other ShAreholDInGS


operAtIonAl DAtA


2005 2006 2007 2008 2009

turnover 1,080 1,283 1,356 1,355 1,376

M6 television 635 657 682 665 612

Digital braodcasting 65 76 100 125 147

Diversifications & audiovisual rights

380 551 575 565 617

eBItA 221 223 236 194 190

M6 television 201 183 197 138 118

Digital braodcasting (4) (3) 0 19 23

Diversifications & audiovisual rights

26 51 46 42 52

Eliminations & non dedicated results

(2) (9) (7) (5) (3)

ContrIBUtIon to:



Valuation basis



7.8 4.3% 7.8 2.7% 9.9 2.7%


165 3.0% 165 3.0% 165 3.0%

KeY FInAnCIAl DAtA


(million EUR) 2005 2006 2007 2008 2009

Turnover 1,080 1,283 1,356 1,355 1,376

EBITA 221 223 236 194 190

EBIT 234 220 234 184 184

net income (Group share) 156 409 169 138 139


(million EUR) 2005 2006 2007 2008 2009

Non-current assets 268 577 679 749 362


(6) 26 20 8 374

total capital employed 262 603 699 757 736

Equity (Group share) 504 800 788 795 821

Minority interests 0 1 0 (0) (0)

Net financial debt (243) (198) (89) (38) (85)

total capital invested 262 603 699 757 736


2005 2006 2007 2008 2009


3,086 3,569 2,339 1,785 2,317



* Dividend declared for the corresponding financial year . The dividend for financial year 2009 is subject to approval by the annual general meeting of shareholders . This dividend includes an ordinary dividend of EUR 0,85 per share and an exceptional dividend of EUR 1,50 per share .


MAIn eVentS

Stabilisation of sales at EUR 13,233 million in a difficult economic context.

Operating profit (EBIT) down by 7.3% at EUR 1,017 million, the performance of Concessions partly offsetting the contraction in operating margin on the works activities.

Net profit, Group share, down by 35% at EUR 190 million.

Proposal for an unchanged dividend of EUR 1.20 EUR per share.

After 11 years of sustained growth, consolidated sales remained flat in 2009 at EUR 13,233 million, with the acquisition of CLEMESSY and CRYSTAL offsetting the downturn in the Group’s works activities:

- The Construction division was very adversely affected by Poland and the Czech Republic, with sales down by 10.1% at EUR 3,704 million and a drop in the operating margin to 3,9%, attributable in particular to the smaller contribution made by property development.

- Public Works managed to limit the decline in sales to EUR 3,731 million (- 5.1%), thanks to the stimulus packages implemented in France and Spain and to some major works.

- The Energy division, which for the first time integrated CLEMESSY and CRYSTAL, recorded a 23.3% increase in sales to EUR 3,194 million, despite a weak market.

- The Metal division performed well, with sales down by only 1.5% (to EUR 706 million) and an improvement in the operating margin, at 2.7%, for the second year running.

- The Concessions division posted a 1.6% increase in sales (EUR 1,898 million) benefitting from the upturn in light vehi-cle traffic from the second quarter of 2009, with an annual increase of 2.9% on the APRR network. The trend in heavy goods traffic remained negative throughout the year, down by 12.6%. In 2008, the Group delivered the Nancy and Béziers

detention centres, obtained the building permit for the Grand Stade de Lille, won several major contracts (Dakar-Diamniadio motorway, Kreis Lippe road network in Germany) and respond-ed to numerous public-private partnerships and Concessions invitations to tender, including those of major projects such as the Tours-Bordeaux (SEA) and Bretagne Pays-de-Loire (BPL) high-speed rail links.

Operating profit came to EUR 1,017 million (down by 7.3%) thanks to the performance of Concessions, which partly offset the con-traction in operating margin on the works activities at 3.1% (com-pared with 4.1% in 2008), thereby confirming the appropriateness of the Group’s investment strategy over the past twelve years.

As announced at the end of 2008, EIFFAGE has significantly cut back its growth through acquisitions (EUR 75 million). In contrast, it has continued to invest in Concessions (EUR 1.15 billion).

EIFFAGE recorded a net profit, Group share, of EUR 190 million, compared with EUR 293 million in 2008. At the General Meeting that will be held on 21 April 2010, the Board of Directors will pro-pose an unchanged dividend of EUR 1.20 per share. This divided would be paid on 28 April 2010.

EIFFAGE

EIFFAGE is Europe’s sixth largest construction and concessions group . With 70,000 employ-ees, the Group offers complementary expertise through its five core activities: construc-tion (building industry, property development and facility management), public works (civil engineering, earthworks, road construction), energy (electrical engineering, air conditioning and process automation), metal (metallic construction and facades, mechanical engineer-ing, industrial boilers, industrial maintenance) as well as concessions and partnerships with public authorities (major infrastructure and superstructure projects) .

SHAREHOLDINGS OF NPM/CNP HELD DIRECTLY other ShAreholDInGS


operAtIonAl DAtA


2008 2009

turnover 13,226 13,233

Construction 4,118 3,704

Public works 3,932 3,731

Energy 2,591 3,194

Metal 717 706

Concessions 1,868 1,898

eBIt 1,097 1,017

Construction 186 145

Public works 168 121

Energy 97 65

Metal 14 19

Concessions 688 706

Holding (56) (39)

Data per geographical area (million EUR)

2008 2009

turnover 13,226 13,233

France 10,733 11,159

Europe 2,357 1,959

Rest of the world 136 115

ContrIBUtIon to:



Valuation basis



1.3 0.7% 1.3 0.5% 2.7 0.7%


50 0.9% 50 0.9% 50 0.9%

KeY FInAnCIAl DAtA


(million EUR) 2005 2006 2007 2008 2009

Turnover 8,433 10,745 12,596 13,226 13,233

Gross margin 6,323 8,318 9,828 10,330 10,434

EBITDA 599 1,620 1,890 1,891 1,869

EBIT 419 963 1,131 1,097 1,017



(million EUR) 2005 2006 2007 2008 2009



(1,184) (3,087) (2,954) (2,969) (2,799)




Net financial debt 327 11,034 10,732 11,761 12,494



2005 2006 2007 2008 2009


4,099 6,713 6,277 3,422 3,551

Last share price (EUR) 45,65 72,05 67,36 37,37 39,45

Dividend (EUR / share) * 1,51 1,00 1,20 1,20 1,20


%


Shareholdings of NPM/CNP held through PARGESA

CONSOLIDATED OR EQUITY-ACCOUNTED SHAREHOLDINGSPARGESA GROUP

68 lAFArGe

70 IMerYS

64 PARGESA

66 GBL

%Business report 2009 NPM/CNP 63

OTHER SHAREHOLDINGS

56 IBERDROLA

74 PERNOD RICARD

54 TOTAL

76 SUEZ ENVIRONNEMENT

72 GDF SUEZ


MAIn eVentS

28% decline in operating income to CHF 512 million, mainly due to the fall in earnings of the consolidated holdings, IMERYS and LAFARGE.

Consolidated net profit, Group share, of CHF 792 million, benefiting from the reversal (CHF 510 million), of part of the impairment recorded at the end of 2008 on GBL’s investment in LAFARGE.

Proposal to raise the divided by 3.8% to CHF 2.72 per share.

During the 2009 financial year, PARGESA and GBL provided sup-port for the strengthening of the financial structure of some of their shareholdings. In addition to the capital increases carried out via GBL, PARGESA directly subscribed to the rights issue launched by IMERYS (EUR 251 million) by investing EUR 69 mil-lion. From September 2009, PARGESA sold IMERYS shares on the stock market, for a cumulative total at the end of January 2010 of EUR 53 million (CHF 79 million), with the aim of partially refi-nancing the subscription. The PARGESA shareholding in IMERYS was thus reduced to 25.7% of the capital, compared with 26.1% at the end of 2009, and 27.4% at the end of 2008, without affecting the strategic nature of the investment.

PARGESA’s 2009 consolidated net profit came to CHF 792 million (compared with a loss of CHF 521 million in 2008), which includes the recording of the reversal of around CHF 510 million of the impairment recorded on GBL’s investment in LAFARGE in 2008.

A dividend up by 3.8% at CHF 2.72 per share will be proposed to the annual general meeting of shareholders on 5 May 2010.

PARGESA

PARGESA HOLDING, a Swiss holding company based in Geneva, controlled jointly by the NPM/CNP / FRÈRE-BOURGEOIS and POWER Groups, holds a portfolio of industrial share-holdings in Europe, either directly or indirectly through its subsidiary, GROUPE BRUXELLES LAMBERT .

SHAREHOLDINGS OF NPM/CNP HELD THROUGH PARGESApArGeSA GroUp

30 .7%

IMERYS

26 .1%

9 .1%

PERNOD RICARD

FRèRE-BOURGEOIS

7 .1%

SUEZ ENVIRONNEMENT

21 .1%

LAFARGE

5 .2%

GDF SUEZ

4 .0%

TOTAL

50%

50 .0% Equity / 51 .8% Vote

54 .1% Equity / 62 .9% Vote

50%

10 .5% Equity 89 .5% Equity

AGESCA NEDERLAND

PARJOINTCO

POWER GROUP

GROUPE BRUXELLES LAMBERT

NPM/CNP

joint control


PARGESA HOLDING


operAtIonAl DAtA

Adjusted net assets as at 31 December

2005 2006 2007 2008 2009

(million CHF) %

GDF SUEZ * 1,810 3,098 4,566 3,090 2,633 24 .5%

TOTAL 3,730 3,985 4,290 2,729 3,136 29 .2%

LAFARGE 337 2,461 3,099 1,335 2,586 24 .0%

PERNOD RICARD - 346 860 713 1,071 10 .0%

IMERYS 2,386 2,722 2,363 1,299 1,949 18 .1%

BERTELSMANN 1,564 - - - - -

Other investments 256 216 882 633 754 7 .0%

total portfolio 10,083 12,828 16,060 9,799 12,129 112.7%

Net cash (debt) (99) 1,518 (108) (1,163) (1,371) (12 .7%)

Adjusted net assets 9,984 14,346 15,952 8,636 10,758 100.0%

ChF per share 117.96 169.50 188.47 102.03 127.10

* From 2008 onwards, SUEZ ENVIRONMENT’s contribution is included in the “Other investments” .

economic presentation of the net income (group share)

(million CHF) 2005 2006 2007 2008 2009

operating income 509 539 609 708 512

consolidated shareholdings 179 195 212 179 76

equity-accounted shareholdings

197 87 - 285 137

non-consolidated shareholdings

131 201 359 390 386

operating contribution of other shareholdings

14 23 18 (28) 1

operating income contributed by holding companies

(11) 33 21 (118) (88)

Non-operating income from consolidated or equity-accounted companies

18 (77) (22) (93) (65)

Non-operating income con-tributed by holding companies

6 1,831 135 (1,136) 345

net income (group share) 533 2,293 722 (521) 792

ContrIBUtIon to:



valuation basis



35.8 20.0% - - - -


1,776 31.3% - - - -

KeY FInAnCIAl DAtA


(million CHF) 2005 2006 2007 2008 2009

Operating income 4,868 5,331 5,695 5,661 4,259

Operating expenses (4,379) (4,952) (5,048) (5,172) (4,067)

Other income and expenses

146 24 362 (2,312) 609

operating profit 636 402 1,009 (1,823) 801

Dividends and interest from long-term investments

268 411 740 768 831

Other financial income (expenses)

(45) 13 (70) (192) (215)

Taxes (117) (52) (136) (140) (54)

Income from associates 9 42 35 459 224

Net profit from discontinued operations

415 3,883 - - -

net profit including minorities

1,166 4,698 1,578 (928) 1,586

net income (Group share) 533 2,293 722 (521) 792


(million CHF) 2005 2006 2007 2008 2009



172 135 388 503 141



Minority interests 9,138 13,822 16,808 10,646 11,788

Net debt / (Net cash) 2,528 (1,362) 1,368 3,305 2,930



2005 2006 2007 2008 2009

Market capitalisation (million CHF)

9,496 11,748 10,707 5,925 7,668

Last share price (CHF) 112.20 138.80 126.50 70.00 90.60

Dividend (CHF / share) * 2.15 2.37 2.62 2.62 2.72

* Dividend declared for the corresponding financial year . The dividend for the financial year 2009 is subject to approval by the annual general meeting of shareholders .


MAIn eVentS

Contribution to the capital increases of LAFARGE, PERNOD RICARD and IMERYS, and reinforcement of its position in PERNOD RICARD at 9.1%.

Net profit amounting to EUR 1,058 million (EUR -688 million in 2008) reflecting a EUR 650 million reversal of impairment on LAFARGE.

Cash earnings at EUR 602 million (EUR 721 million in 2008).

Adjusted net assets up by 19%, at EUR 15,232 million.

Proposal to distribute a dividend of EUR 2.42 per share, up by 5.2%.

Faced with difficult economic and financial environments, several companies turned towards their shareholders then towards the bond markets to raise funds and shore up their balance sheets. Within this framework, GBL, in accordance with its role as a pro-fessional shareholder, actively supported the capital increases of LAFARGE, PERNOD RICARD and IMERYS. In addition to its con-tribution to the aforementioned capital increases, GBL has rein-forced its position in PERNOD-RICARD in which it now holds 9%.

The 2009 profit amounted to EUR 1,058 million, reflecting EUR 650 million of impairment reversal on LAFARGE. Excluding disposals, impairments and reversal, the net profit amounted to EUR 666 million, compared with EUR 749 million last year, prima-rily due to lower contributions of the associated companies.

Cash earnings stood at EUR 602 million compared with EUR 721 million for the same period in 2008. Dividends for the period remained in line with last year at EUR 652 million. They included an amount of EUR 142 million composed by non recur-ring items. Income from the net cash position declined signifi-cantly from one year to the next due to the combined impact of a decrease in liquidities and a sharp reduction in interest rates.

At the end of 2009, the net cash position stands at some EUR 600 million, which does not take into account the investment commitments amounting to EUR 138 million. On the other hand, GBL retains access to credit lines totalling EUR 1.8 billion.

Over the financial year, the adjusted net asset of GBL increased by 19% and came to EUR 94.40 on 31 December 2009 while the share price is up 16% at EUR 66.05.

A dividend increase of 5.2% will be proposed at the annual general meeting of shareholders on 13 April 2010, bringing it to EUR 2.42 per share.

GBL

GBL is a holding company focused mainly on a small number of companies towards which it is able to act as a professional shareholder . GBL’s portfolio contains six major shareholdings: TOTAL (4 .0% of the capital), GDF SUEZ (5 .2%), LAFARGE (21 .1%), PERNOD RICARD (9 .1%), IMERYS (30 .7%) and SUEZ ENVIRONNEMENT (7 .1%) .

SHAREHOLDINGS OF NPM/CNP HELD THROUGH PARGESApArGeSA GroUp


operAtIonAl DAtA

Adjusted net assets at 31 December

2005 2006 2007 2008 2009

(million EUR) %

GDF SUEZ * 2,418 3,990 5,682 4,140 3,549 23.3%

TOTAL 4,984 5,134 5,339 3,655 4,228 27.8%

LAFARGE 450 3,170 3,856 1,789 3,486 22.9%

PERNOD RICARD - 446 1,070 955 1,444 9.5%

IMERYS 1,023 1,129 950 623 971 6.4%

BERTELSMANN 2,090 - - - - -

Other investments

89 258 1,046 803 986 6.5%

total portfolio 11,054 14,127 17,943 11,965 14,664 96.3%

Net cash, trading and treasury shares

56 2,636 1,803 846 568 3.7%

Adjusted net assets

11,110 16,763 19,746 12,811 15,232 100.0%

eUr per share 80.33 113.91 122.36 79.39 94.40 -

* From 2008 onwards, SUEZ ENVIRONMENT’s contribution is included in the “Other investments” .

economic presentation of the net income (group share)

(million EUR) 2005 2006 2007 2008 2009

Cash earnings 324 441 534 721 602

Mark to market and other non-cash

(5) 22 (9) (118) 5

Associated companies 343 180 90 325 161

Eliminations, capital gains and impairments

(139) 2.241 164 (1,615) 290

net income (group share) 523 2.883 779 (688) 1.058

KeY FInAnCIAl DAtA


(million EUR) 2005 2006 2007 2008 2009

Net earnings from associated companies

83 71 90 325 161

Result on discontinued operations

260 2.487 - - -

Net dividends on investments

169 257 446 480 550

Interest income and expenses

1 38 26 44 (12)

Other financial income and expenses

22 29 13 (81) (10)

Other operating income and expenses

(19) (29) (24) (20) (24)

Earning on disposals and impairments of non-current assets

7 12 215 (1.436) 391

Taxes 1 19 14 1 1

net income (Group share) 523 2.883 779 (688) 1.058


(million EUR) 2005 2006 2007 2008 2009



(61) (73) (62) (34) (61)




Net debt / (Net cash) 313 (2,259) (1,411) (557) (195)



2005 2006 2007 2008 2009


11,458 13,400 14,179 9,175 10,658



* The dividend for the financial year 2009 is subject to approval by the annual general meeting of shareholders .


MAIn eVentS

Sales down by 17% at EUR 15,884 million, however with contrasting trends between markets.

Net profit, group share, down by 54% at EUR 736 million.

Strengthening of the financial structure through a capital increase of EUR 1.5 billion and the sale of assets worth more than EUR 900 million.

Proposal to distribute a dividend of EUR 2 per share, unchanged compared with 2008.

The year 2009 was marked by a significant slowdown in the eco-nomic activity impacting volumes, primarily in North America and Europe. The development strategy focusing on emerging coun-tries made it possible to attenuate the effects of the crisis.

The consolidated turnover recorded a 17% drop at EUR 15,884 mil-lion compared with EUR 19,033 million in 2008 (-14% with a constant perimeter and exchange rate). This sharp fall reflects contrasting trends: the vitality of most of the emerging markets and strong slowdown on the mature markets and in Central and Eastern Europe.

The operating profit is down by 30% at EUR 2,477 million com-pared with EUR 3,542 million in 2008 (-26% with a constant perimeter and exchange rate) :

- In the Cement sector, the operating profit fell by 21% to EUR 2,343 million (-18% with a constant perimeter and exchange rate). The growth of the markets in the Middle East, in Africa and in Asia, a rigorous cost control and the favour-able evolution of prices, despite the reductions recorded in a limited number of countries, partially offset the impact of the sharp downturn in volumes recorded in Europe and in North America.

- In the Granulates and Concrete sector, the operating profit slumped by 69% at EUR 193 million (-66% with a constant perimeter and exchange rate), the significant increase in prices and the rigorous cost control having only partially offset the impact of the downturn in volumes.

- In the Plaster sector, the operating profit rose by 6% at EUR 38 million (+27% with a constant perimeter and exchange rate) thanks to a rigorous cost control and more favourable prices in North America.

The net profit, Group share, is down by 54% at EUR 736 million in 2009 compared with EUR 1,598 million in 2008.

The consolidated net financial debt was reduced by EUR 3.1 billion to EUR 13.8 billion, in particular thanks to the capital increase of EUR 1.5 billion, to the sale of assets (over EUR 900 million) and the cash flow generated by the Group.

It will be proposed to the annual general meeting of shareholders on 6 May 2010 to maintain the dividend at EUR 2.0 per share. It will be paid as from the 6 of May 2010.

LAFARGE

Present in 78 countries, LAFARGE is the world-wide leader in construction materials (Cement, Aggregates & Concrete and Plaster) and is a leading figure in each of its activities .

SHAREHOLDINGS OF NPM/CNP HELD THROUGH PARGESAConSolIDAteD or eqUItY-ACCoUnteD ShAreholDInGS


operAtIonAl DAtA

(million EUR) 2007 2008 2009

Sales volumes

Cement (mt) 136.4 154.7 141.2

Pur aggregates (mt) 259.2 247.8 196.0

Ready-mix concrete (mm³) 42.2 43.7 37.1

Wallboards (mm²) 715.0 745.0 667.0

Co2 emissions per ton of cement (kg) 647.0 631.0 610.0


2005 2006 2007 2008 2009

turnover 14,490 16,909 17,614 19,033 15,884

Cement 7,624 8,847 9,456 10,911 9,477

Aggregates & Concrete 5,382 6,439 6,586 6,573 5,064

Gypsum 1,462 1,610 1,556 1,521 1,334

Other 22 13 16 28 9

eBIt 2,246 2,772 3,242 3,542 2,477

Cement 1,770 2,103 2,481 2,964 2,343

Aggregates & Concrete 398 564 721 623 193

Gypsum 151 198 116 36 38

Other (73) (93) (76) (81) (97)

Data by geographic area(million EUR)

2008 2009

turnover 19,033 15,884

Western Europe 6,021 4,657

North America 4,270 3,028

Africa & Middle East 3,984 4,018

Central & Eastern Europe 1,761 1,053

Latin America 968 791

Asia 2,029 2,337

ContrIBUtIon to:



valuation basis


2009 operating

profit

- - 22.0 7.8% 22.0 6.1%


- - 422 7.6% 422 7.6%

KeY FInAnCIAl DAtA


(million EUR) 2005 2006 2007 2008 2009

Turnover 14,490 16,909 17,614 19,033 15,884

Gross margin 3,905 4,524 4,914 5,304 4,177

EBITDA 3,095 3,704 4,183 4,618 3,600

EBIT 2,246 2,772 3,242 3,542 2,477

net income (Group share) 1,096 1,372 1,909 1,598 736


(million EUR) 2005 2006 2007 2008 2009



(624) (452) (512) (1,106) (1,911)



Minority interests 2,571 1,391 1,079 1,725 1,823




2005 2006 2007 2008 2009


13,344 19,906 21,484 8,464 16,560

Last share price (EUR)* - - 108.2 37.7 57.8

Dividend (EUR / share)**

base dividend 2.55 3.00 4.00 2.00 2.00

increased dividend *** 2.80 3.30 4.40 2.20 2.20

* Historical data have been adjusted to reflect the fact that the rights issue of April 2009 has been realised with preferential subscription rights .

** Dividend declared for the corresponding financial year . The dividend for the financial year 2009 is subject to approval by the annual general meeting of shareholders .

*** Dividends on shares that have been held by the same shareholders in registered form for at least two years are increased by 10% over dividends paid on other shares (capped at 0,5% of equity) .


MAIn eVentS

Turnover down 20% at EUR 2,774 million and net income from current operations down 55% at EUR 119.3 million.

Effectiveness of action plans launched from end 2008: - Substantial reduction in fixed costs and overheads base:

EUR -158 million - High current free operating cash flow: EUR 450 million - Net financial debt cut by 38% to EUR 964 million.

Proposed dividend stable at EUR 1.00 per share

2009 was marked by an unprecedented deterioration of IMERYS’s end markets. An inventory reduction trend intensified the slump in industrial output in mature countries. The construction sector remained very slack in Europe and North America. Emerging countries, which now account for 24% of the Group’s outlets, were more dynamic. From 2008, Imerys undertook action plans to adapt to the collapse in demand and made free cash flow genera-tion its priority. Efforts were stepped up in 2009 with results that exceeded the targets set by the Group.

At EUR 2,773.7 million in 2009, turnover was 19.6% lower than in 2008. The exchange rate effect was positive at EUR +17.4 mil-lion (+0.5%) and changes in Group structure had a limited effect (-0.2%). The slump in sales volumes (-23.8%) was heightened by further inventory reduction in many value chains that use the Group’s products. The product price/mix effect was positive in all four business groups and improved by +3.9% overall.

Current operating income, at EUR 248.9 million (-40.0%), was also heavily affected by volumes. Excluding exchange rate (EUR +5.7 million) and Group structure (EUR -1.6 million) effects, it decreased by EUR 169.8 million. The EUR 157.8 million reduction in fixed production costs and overheads and the improvement in product mix and prices (EUR +129.2 million) enabled the Group to restore its operating margin at 9.0% for the year (12% in 2008) and to 9.9% over the second half year, on track to meet the 10% objective set for the beginning of 2010.

The Group’s share of net current income, at EUR 119.3 million, is down 55.3% compared with 2008. This reflects the deteriora-tion in the financial results, primarily due to an unfavourable basis of comparison and the negative effect of exchange rates in 2009. After taking into account other net operating income and expenses, with respect to the restructuring plans carried out in 2009, the Group’s share of net income totalled EUR 41.3 million (EUR 161.3 million in 2008).

Bolstered by the generation of current operating free cash flow and a capital increase of EUR 251 million carried out in June 2009, the Group’s net financial debt was reduced by EUR 600 million to EUR 964 million. IMERYS therefore has the financial flexibility it needs to resume its development and to seize growth opportuni-ties.

At the Shareholders’ General Meeting on 29 April 2010, it will be proposed to maintain the dividend at EUR 1.00 per share, i.e. a total distribution of approximately EUR 75.4 million, representing 63.2% of the Group’s share of net current income. The payout should be made from 11 May 2010.

IMERYS

Active in 47 countries with more than 240 facilities, Imerys is the world‘s leading mineral processing company . The Imerys Group has front-rank positions in each of its four business groups: Performance & Filtration Minerals, Pigments for Paper, Materials & Monolithics and Minerals for Ceramics, Refractories, Abrasives & Foundry .

SHAREHOLDINGS OF NPM/CNP HELD THROUGH PARGESAConSolIDAteD or eqUItY-ACCoUnteD ShAreholDInGS


operAtIonAl DAtA


2006 2007 2008 2009

turnover 3 288 3,402 3,449 2,774

Performance & Filtration Minerals 574 557 559 499

Pigments for Paper 809 791 717 630

Materials & Monolithics 935 1,025 1,041 875

Minerals for Ceramics, Refractories, Abrasives & Foundry

970 1,028 1,132 775

Inter-segment eliminations 1 0 0 (6)

eBIt 461 483 415 249

Performance & Filtration Minerals 52 49 46 27

Pigments for Paper 81 84 60 42

Materials & Monolithics 215 238 228 168

Minerals for Ceramics, Refractories, Abrasives & Foundry

146 147 128 44

Inter-segment eliminations (33) (35) (48) (32)


2008 2009

turnover 3,449 2,774

France 842 683

Other European countries 1,328 995

North America 736 629

Asia-Oceania 395 327

Other countries 149 140

ContrIBUtIon to:



valuation basis



- - 12.2 4.3% 12.2 3.4%


- - 318 5.7% 318 5.7%

KeY FInAnCIAl DAtA


(million EUR) 2005 2006 2007 2008 2009

Turnover 3,045 3,288 3,402 3,449 2,774

Gross margin 2,027 2,186 2,242 2,181 1,748

EBITDA 598 645 649 573 417

EBIT 438 461 483 415 249

net profit, group share 309 187 284 161 41


(million EUR) 2005 2006 2007 2008 2009



95 177 247 291 97


Equity, Group share 1,672 1,630 1,640 1,526 1,837


Net debt / (Net cash) 1,140 1,086 1,343 1,566 964



2005 2006 2007 2008 2009


3,909 4,269 3,550 2,041 3,168



* Dividend declared for the corresponding financial year . The dividend for the financial year 2009 is subject to approval by the annual general meeting of shareholders .


MAIn eVentS

Difficult economic conditions owing to the dip in commodity prices and in demand, and by the negative effects of certain regulatory factors.

Turnover down (-3.8%) at EUR 79.9 billion.

EBITDA stable at EUR 14.0 billion.

Net profit, Group share, down at EUR 4.5 billion.

Proposal to distribute a dividend of EUR 1.47 per share, up by 5% compared with the ordinary dividend of 2008.

In 2009, GDF SUEZ posted results globally on a par with those of 2008 and in line with its objectives, notwithstanding the sharp drop in gas activity worldwide, which was impacted by the effects of the economic downturn and by commodity prices.

The group’s turnover is down by 3.8% at EUR 79.9 billion. The share of earnings generated in Europe and in North America accounts for 92% of the total, the European continent alone con-tributing 86%.

The group’s gross operating profit (EBITDA) totalled EUR 14.0 billion, practically unchanged compared with its 2008 level (EUR 13.9 billion) :

− The Energy France business line made a EUR 0.4 billion con-tribution to this result, compared with EUR 0.2 billion in 2008, despite the inability to pass on to French consumers the full increase in natural gas supply costs due to regulated tariffs.

− The Energy Europe and International business line made a contribution of EUR 5.0 billion (EUR 4.4 billion in 2008) reflect-ing the improvement in operating conditions.

− The Global Gas and LNG business line (liquified natural gas) reported a 22.9% fall in EBITDA at EUR 2.9 billion, having suf-fered from the adverse external environment, in particular the plummeting price of commodities and the spread that appeared between gas spot prices and Brent prices.

− The Infrastructures business line improved its contribution to the result by 5.1% at EUR 3.0 billion, benefitting from an

increase in the capacities sold as well as from positive price effects.

− The Energy Services business line generated an EBITDA of EUR 0.9 billion, up slightly (+1.9%) despite the economic downturn.

− The Environment business line posted an EBITDA of EUR 2.1 billion, down slightly compared with 2008 despite the slow-down in the waste business.

Earnings before interest and taxes (EBIT) came to EUR 8.3 bil-lion, down by 2.5% as a result of the increase in the amortization expenses incurred by the entry into service of new installations.

The pro forma net profit, Group share, posted a level of EUR 4.5 billion, down sharply compared with its 2008 level (EUR 6.5 billion), which included EUR 2.1 billion remedies linked to the merger. Excluding the impact of remedies, the net profit, group share remains stable.

It will be proposed to the general meeting of shareholders on 3 May 2010 that an ordinary dividend of EUR 1.47 per share be distributed for the 2009 financial year (+5% com-pared with the ordinary dividend for the 2008 financial year); a EUR 0.80 per share interim dividend has already been paid out on 18 December 2009.

GDF SUEZ

GDF SUEZ is one of the leading energy providers in the world, active across the entire energy value chain, in electricity and natural gas, from upstream to downstream .

SHAREHOLDINGS OF NPM/CNP HELD THROUGH PARGESAother ShAreholDInGS


operAtIonAl DAtA

Market data 2008 2009

Brent price ($/b) 97.0 62.0

Gas price (NBP) (EUR/MWh) 26.0 13.0

EUR-USD exchange rate 1.47 1.39

operational data of the company 2008 2009

Installed electricity production capacity (100%)

(GW) 68,4 72,7

Electricity production (100%) (TWh) 276,0 295,6

Gas supply (long term) (TWh) 658,1 664,9

Proven and probable reserves (Mboe) 703,7 762,9

Hydrocarbon and gas reserves (Mboe) 51,3 52,9


2008 2009

eBItDA 13,886 14,012

Energy France 253 366

Energy Europe & International 4,388 5,027

Global Gas & LNG 3,715 2,864

Infrastructures 2,878 3,026

Energy Services 904 921

Environment 2,102 2,060

Other (354) (253)

ContrIBUtIon to:



valuation basis



- - 32.4 11.4% 29.2 8.1%


- - 430 7.7% 430 7.7%

KeY FInAnCIAl DAtA


(million EUR) 2008 pro forma

2009

Turnover 83,053 79,908

EBITDA 13,886 14,012

EBIT 8,561 8,347

net income (Group share) 6,504 4,477


(million EUR) 2008 pro forma

2009

Non-current assets 115,184 122,280

Net current assets and liabilities (23,429) (26,786)

total capital employed 91,755 95,494

Equity, Group share 57,748 60,285

Minority interests 5,071 5,242

Net financial debt 28,936 29,967

total capital invested 91,755 95,494

Share price and dividend evolution

2008 2009

Market capitalisation (million EUR) 77 490 68 474

Last share price (EUR) 35,33 30,29

Dividend (EUR / share) * 2,20 1,47

* Dividend declared for the corresponding financial year . The dividend for the financial year 2009 is subject to approval by the annual general meeting of shareholders . The dividend declared for 2008 includes an exceptional dividend of EUR 0,80 per share .


MAIn eVentS

9.3% growth in sales at EUR 7,203 million despite a world-wide economic slowdown and a retailer destocking phenomenon.

On-going efforts to reduce the debt through several operations: capital increase of EUR 1,036 million, bond issue of EUR 800 million and the sale of non strategic brands.

Distribution of a net dividend per share of EUR 0.5 on 8 July 2009 and a one for fifty free share distribution on 18 November 2009.

Since its creation in 1975, significant organic growth and sev-eral acquisitions, in particular those of SEAGRAM in 2001, of ALLIED DOMECQ in 2005 and of VIN&SPRIT in 2008, have allowed PERNOD RICARD to become the world’s co-leader on the wine and spirits market. With a firm foothold on all continents and a strong position in the emerging countries of Asia, Eastern Europe and South America, the group produces and distributes a range of wines and spirits divided into 15 strategic brands, local brands that are leaders on their markets and a large number of regional brands.

As at 30 June 2009, closing date of the 2008/09 financial year, PERNOD RICARD sales came to EUR 7,203 million. The growth in the Group’s sales amounted to 9.3% with an organic growth that is slightly in decline by 0.4%, a negative foreign exchange effect of 1.8% and a group perimeter effect of 11.5%.

Thanks to the integration of VIN&SPRIT, each of the four major geographical regions contributed to the current growth in turnover:

- the strong performance of the group in Asia/Rest of the World (organic growth of 1.7%) reflected the very strong organic growth in China and the headway made by the local brands in India, which offset the difficulties in South Korea, in Thailand and on the Duty Free market.

- in Europe (- 2.9%), the situation proved difficult on the whole in Western Europe and favourable in Eastern Europe before the trend was reversed during the second half year;

- The Americas region (- 1.1%) recorded mitigated results with a year marked by retailer destocking in the United States but a good year in Latin America and in Canada;

- France forged on with its growth (+ 2.4%), mainly thanks to BALLANTINE’s, MUMM and CLAN CAMPBELL (whisky).

Despite a difficult economic context, 5 of the Group’s strategic brands pursued their organic value growth: MARTELL (+ 12%), JAMESON (+ 8%), THE GLENLIVET (+ 7%), MUMM (+ 3%) and HAVANA CLUB (+ 3%).

The operating profit came to EUR 1,846 million (+ 21.3%, or an organic growth of 3.6%), thanks to the resilience of business, the strong increase in the operating margin and the acquisition of VIN&SPRIT.

The net recurring profit group share, came to EUR 1,010 million, up by 12.6% and the net profit, group share, to EUR 945 million (+ 12.5%).

The annual general meeting of shareholders of 2 November 2009 approved the distribution of a net dividend per share of EUR 0.5 on 8 July 2009 (EUR 1.32 per share in 2008). Furthermore, the annual general meeting of shareholders voted in favour of a one for 50 free share distribution on 18 November 2009.

As at 31 December 2009 (first half year of the 2009/10 financial year), sales were down by 10.0% to EUR 3,789 million, a down-turn resulting from a 2.9% decline in organic growth, a negative foreign exchange effect of 4.4% and a negative group perimeter effect of 2.8%.

The operating profit of the first half year has fallen by 11.2% to EUR 1,062 million. The net profit from recurring operations, group share, came to EUR 648 million, down by 5.4% whereas the net profit, group share, is down by 1.8% at EUR 604 million. The net debt as at 31 December 2009 has been reduced to EUR 10.3 billion compared with the 30 June 2009, mainly following the generation of free cash flow of EUR 526 million over the first 6 months of the financial year.

PERNOD RICARD

PERNOD RICARD is the world’s co-leader in wines and spirits and a major player on all continents .



operAtIonAl DAtA


2004 / 2005

2005 / 2006

2006 / 2007

2007 / 2008

2008 / 2009

turnover 3,611 6,066 6,443 6,589 7,203

France 539 654 682 711 735

Europe 1,352 2,000 2,091 2,171 2,417

Americas 740 1,694 1,786 1,700 2,027

Asia / Rest of the world 980 1,717 1,884 2,007 2,023

eBIt 729 1,255 1,447 1,522 1,846

France 98 121 134 149 178

Europe 296 453 506 530 537

Americas 177 391 418 421 636

Asia / Rest of the world 158 289 389 422 495

Strategic brands : top 15

Volumes (in million of 9-liter-cases)

2007 / 2008 2008 / 2009

total"top 15" 46.3 51.5

Absolut (reconstructed 12 month volumes)

- 10.2

Stolichnaya 3.4 -

Chivas Regal 4.5 4.2

Ballantine's 6.4 6.2

Ricard 5.6 5.4

Martell 1.6 1.5

Malibu 3.7 3.4

Kahlúa 2.1 1.8

Jameson 2.6 2.7

Beefeater 2.4 2.3

Havana Club 3.2 3.4

The Glenlivet 0.6 0.6

Jacob's Creek 8.0 7.8

Mumm 0.7 0.7

Perrier-Jouët 0.2 0.2

Montana 1.4 1.2

ContrIBUtIon to:



valuation basis



- - 1.4 0.5% 10.4 2.9%


- - 175 3.1% 175 3.1%

KeY FInAnCIAl DAtA


(million EUR) 2004 / 2005

2005 / 2006

2006 / 2007

2007 / 2008

2008 / 2009

Turnover 3,611 6,066 6,443 6,589 7,203

Gross margin 2,156 3,578 3,587 3,766 4,208

EBIT 729 1,255 1,447 1,522 1,846



(million EUR) 2004 / 2005

2005 / 2006

2006 / 2007

2007 / 2008

2008 / 2009



1,195 (1,995) (1,037) (145) (746)







(at 30 June) 2005 2006 2007 2008 2009


9,304 14,089 17,971 14,334 11,605


Dividend (EUR / share) 0.84 0.99 1.19 1.24 0.50


MAIn eVentS

Several major strategic developments at international level.

Turnover down slightly (-0.5%) at EUR 12,296 million in an unfavourable macroeconomic context.

Current operating profit down by 12.6% at EUR 926 million.

Proposal to distribute a dividend of EUR 0.65 per share, stable compared with 2008.

In 2009, the group continued to post sustained sales and drove forward its development by carrying out major strategic move-ments at international level: the signing of an agreement for the takeover of AGUAS DE BARCELONA (AGBAR), the increase to 100% of its stake in the waste group SWIRE-SITA (Hong-Kong), and the awarding of the contract for the largest desalination plant in the Southern Hemisphere in Melbourne.

In 2009, turnover fell only slightly by 0.5% to EUR 12,296 million despite a difficult economic context and unfavourable currency exchange effects (mainly £). The Water Europe and International division posted a positive growth (of 3.6% and 7.3% respectively). Inversely, the turnover of the Waste Europe division is down by 7.1% at EUR 5,319 million under the impact of the downturn in the volumes collected and processed as well as by the downturn in the prices of the secondary raw materials (metals, papers and plastics), in the Sorting/Recovery/Recycling business.

This downturn in turnover is accompanied by a slight stag-nation of the gross operating income (EBITDA), -2.0% at EUR 2,060 million.

The Group’s current operating income (EBIT) is down by 12.6% at EUR 926 million, impacted by the increase in the depreciation and renewal costs resulting from an increase in the capital intensity of the activities.

- The Water Europe division made a EUR 433 million contribution to the Group’s EBIT, up by 4.3%. The profitability of the capital invested by the division came to 9% compared with 11.4% in 2008.

- The Waste Europe division made a EUR 314 million contribu-tion to this result, down by 33%. The profitability of the capital invested by the division came to 5.6% compared with 8.9% in 2008.

- The activity of the International division improved its perform-ance by 9.6% at EUR 309 million. The profitability of the capital invested by the division came to 7.9% compared with 9.3% in 2008.

The net profit, group share, came to EUR 403 million, down by 24.4% compared with 2008 (EUR 533 million) whose level includ-ed EUR 131 million of non recurrent tax breaks.

The Group’s net financial debt at the end of 2009 stood at EUR 6,282 million. The average maturity of the debt was increased to 5.6 years (4.4 years at the end of 2008) benefitting from the EUR 3 billion bond issues floated during 2009.

SUEZ ENVIRONNEMENT will propose that the annual general meeting of shareholders on 20 May 2010 distribute a dividend of EUR 0.65 per share for the 2009 financial year, unchanged com-pared with the previous financial year.

SUEZ ENVIRONNEMENT

SUEZ ENVIRONNEMENT is one of the two global players heading the field in the environ-ment business, with a firm foothold in Europe, in particular in France and in Spain (Agbar) and operating in over 35 countries . The group has a presence throughout the water and waste value chains .



operAtIonAl DAtA


2007 2008 2009

turnover 11,727 12,364 12,296

Water Europe 3,596 3,853 3,993

Waste Europe 5,511 5,728 5,319

International 2,610 2,765 2,969

Other 10 17 16

eBIt 1,034 1,059 926

Water Europe 386 415 433

Waste Europe 459 469 314

International 270 282 309

Other (81) (108) (130)

turnover per geographic area(million EUR)

2007 2008 2009

France 4,934 4,941 3,993

Spain 1,501 1,537 5,319

United Kingdom 1,172 911 2,969

Europe-Other 2,290 2,173 16

total europe 9,897 9,562 926

North America 644 751 433

Australia 289 355 314

Rest of the world 1,534 1,628 309

total Group 12,364 12,296 926

return on Capital employed 2008 2009

Group 9.8% 7.3%

Water Europe 11.4% 9.0%

Waste Europe 8.9% 5.6%

International and others 9.3% 7.9%

ContrIBUtIon to:



valuation basis



- - 2.9 1.0% 3.6 1.0%


- - 68 1.2% 68 1.2%

KeY FInAnCIAl DAtA


(million EUR) 2007 2008 2009

Turnover 11,727 12,364 12,296

EBITDA 2,021 2,102 2,060

EBIT 1,034 1,059 926

net income (Group share) 492 533 403


(million EUR) 2007 2008 2009

Non-current assets 12,733 13,133 13,683

Net current assets and liabilities (3,089) (2,991) (2,983)

total capital employed 9,644 10,141 10,700

Equity (Group share) 3,644 3,532 3,676

Minority interests 613 638 742

Net financial debt 5,387 5,971 6,282

total capital invested 9,644 10,141 10,700


2008 2009

Market capitalisation (million EUR) 5,901 7,896

Last share price (EUR) 12.1 16.1

Dividend (EUR / share)* 0.65 0.65

* Dividend declard for the corresponding financial year . The dividend for the financial year 2009 is subject to approval by the annual general meeting of shareholders .


BoArD oF DIreCtorS

reserved for the family s historical partner, BNP PARIBAS, two for the executive directors and four seats allocated to independ-ent directors.

Directors (1) Nomination Renewal Expiry Main mandate or function

executive directors

Gilles SAMYN, Vice Chairman 1988 2008 2012 Managing Director (Chief Executive Officer)

Victor DELLOYE 1994 2009 2013 Director and general counsel

non-executive directors representing the dominant shareholders (2)

Gérald FRèRE, Chairman 1988 2007 2011 Managing Director of FRÈRE-BOURGEOIS

Jean CLAMON 1988 2009 2013 General Manager at BNP PARIBAS

Thierry DORMEUIL 1994 2007 2011 Manager in the Corporate Finance Department of the BNP PARIBAS group

Christine FRèRE-HENNUY 2005 2008 2012 Director of FRÈRE-BOURGEOIS

Ségolène GALLIENNE 1998 2009 2013 Director of ERBE

Thierry de RUDDER (3) 1988 2009 2013 Managing Director of GROUPE BRUXELLES LAMBERT

Independent non-executive directors

Donald BRYDEN 2009 - 2013 Senior adviser at OAKTREE CAPITAL

Robert CASTAIGNE 2008 - 2012 Company director (SANOFI-AVENTIS, VINCI, SOCIÉTÉ GÉNÉRALE)

Jean-Pierre HANSEN 2008 - 2012Vice-president and managing director of ELECTRABEL and member of the executive committee of GDF SUEZ, chairman of the Group’s Energy Policy Committee

Siegfried LUTHER 2007 - 2011 Chairman of the board of directors of RTL GROUP

(1) The directors are categorised on the basis of the nomenclature adopted by the board of directors at the proposal of the nominations and remunerations committee .

(2) This category includes representatives of various direct or indirect shareholders who do not make up a uniform group .

(3) When he was appointed in 1988, Mr Thierry de RUDDER represented GBL, which was an indirect shareholder in NPM/CNP through its shareholding in FIBELPAR (at the time a shareholder of NPM/CNP) . Although Mr Thierry de RUDDER is managing director of GBL, a subsidiary of NPM/CNP, it was decided not to include him as one of the executive directors, as GBL does not fall within NPM/CNP´s restricted consolidation perimeter, but as one of the non-executive directors representing dominant shareholders, owing to his links with the FRÈRE family (see page 73 of the financial and legal report) .

The board of directors is composed of 12 directors. In accord-ance with the rules defined in the CG Charter, the distribution of the seats is as follows: four seats, including the chairman-ship, allocated to the controlling family shareholder, two seats


eXeCUtIVe MAnAGeMent

The operational direction and management of the company are under the responsibility of the chief executive officer (“CEO”). The CEO is assisted in the performance of his duties by the director – general counsel and two executive managers, together form-ing the executive management, presided over by the CEO. The composition of the executive management takes into account the necessary diversity and complementarity in terms of expertise, experience and knowledge.

The executive management is composed of the executive memebrs of the board of directors and two officers.

Members of executive management (1)

Gilles SAMYN Managing Director - Chief Executive Officer

Victor DELLOYE Director and General counsel

Roland BORRES Chief Financial Officer

Maximilien de LIMBURG STIRUM Chief Investment Officer

(1) Mr Michel LOIR was a member of executive management, responsible for treasury and market operations, up to 31 January 2009 .

The company’s staff and organisation is detailed on page 84 of the financial and legal report.


SoCIAl AnD enVIronMentAl InteGrAtIon

The NPM/CNP Group has fixed at around EUR 1 million the annual budget allocated to support various projects, asso-ciations or institutions within the framework of its “Corporate Social Integration”.

prIMArY eDUCAtIon

In 2007, the NPM/CNP Group had decided to support the pri-mary school of La Villette in Marcinelle within the framework of a project for a new building housing 6 additional classes as well as premises for multiple use. After one year of building work and an investment of EUR 1.5 million, spread over several years and financed in whole by the NPM/CNP group, the new building was inaugurated on 13 January 2010.

Beyond the financial support provided by the NPM/CNP group, your company wanted this project to be environmentally-friendly through the use of materials and techniques allowing the optimisation of the building’s energy consumption and consequently a limitation of its operation costs and of the atmospheric pollution. The building thus meets HEQ (High Environmental Quality) construction standards making it pos-sible to minimise the ecological footprint left by the building on its environment.

Through this project, the NPM/CNP Group is delighted to have served its region and provided teachers and pupils at the school of La Villette with a permanent and eco-friendly infrastructure.

UnIVerSItY eDUCAtIon : SolVAY BrUSSelS SChool oF eConoMICS AnD MAnAGeMent (SBS-eM – UnIVerSIté lIBre De BrUXelleS)

The NPM/CNP Group has decided to support the SBS-EM and its project for a new building by awarding the school EUR 1,5 million payable in a maximum of 5 instalments (EUR 920,000 were paid at the end of 2009). This project gives the SBS-EM its own identity with a dedicated building and will make it possible to welcome almost 2,700 students, not forgetting almost a thou-sand managers as part of an Executive Education programme. Furthermore, it is contributing to the international reputa-tion of the SBS EM and meeting the EQUIS (European Quality Improvement System) accreditation requirements. The new building, with a surface area of 9,350 m², will house fourteen lecture theatres, three study rooms, a computer room, as well as 75 offices. Construction work got off the ground during the first quarter of 2009 and should be finished by the start of the 2010-2011 academic year.

The NPM/CNP Group also supports the Alumni of the SBS-EM from the ULB and of the SBS from the VUB with a yearly sub-scription of EUR 25,000.

FonDS ChArleS-AlBert FrÈre

Since 2000, the NPM/CNP Group has been supporting the initiatives of the FONDS CHARLES-ALBERT FRèRE, an asso-ciation formed to help the physically and mentally disabled, the socially disadvantaged and victims of poverty. The NPM/CNP Group has continued to support this association with a EUR 265,000 donation in 2009.

Social integration


COFELY (GDF SUEZ) and the Environment and Energy Agency (ADEME) should be implemented during the second half year of 2010. The second project sets out to recycle the effluents from the demineralisation of the whey at the Macon plant. This initiative will make it possible to recycle a high proportion of the effluents generated by the main production of the site. These effluents will be recycled for the production of agricultural fertilisers and animal feed. The technology used will make it possible to rid waste water of its most polluting factors and at the same time cut down on the increasingly prohibitive cost of water taxes. Due to the downturn in the economic environment, the company has postponed the rollout of this project until a later date.

Furthermore, in 2009, ENTREMONT ALLIANCE forged ahead with the modernisation of industrial boilers on several sites and invested EUR 3.6 million in a mechanical steam recom-pression evaporator in order to tangibly reduce the number of cisterns transporting whey towards the drying centres. This investment will make it possible to cut the number of trans-ports by 4,610 per year.

SUStAInABle DeVelopMent

Eager to contribute to the efforts made within the framework of environmental protection policies, the NPM/CNP Group has set itself the aim of reducing its CO2 emissions.

Within the Group’s head office, a plan was launched at the beginning of 2009 to reduce its energy consumption through a more rational use of air conditioning. The application of this plan has already lead to a reduction in the consumption of electricity and the use of fossil fuels by 43% and 48% over one year respectively. Our aim is to maintain and pursue the efforts made in line with the notion of sustainable development.

Convinced that every effort makes a contribution to the reduc-tion of the greenhouse effect, the NPM/CNP Group invites the companies it controls to participate in this effort.

For example :

entreMont AllIAnCe

The initiatives adopted by ENTREMONT ALLIANCE to protect the environment are part and parcel of a wider sustainable development policy that will be gradually rolled out in the main management processes.

Two projects have been launched by ENTREMONT ALLIANCE within this framework. The first relates to the installation of Wood Energy boilers on the Montauban site in Brittany and will make it possible to produce almost 70% of the steam necessary for the operation of the site’s activities. The neutral carbon footprint of this technology will secure the long-term future of the site’s activities given the probable increase in the costs of fossil fuels. This project, developed in partnership with

Environmental integration


FIDentIA reAl eStAte InVeStMentS

FIDENTIA REAL ESTATE INVESTMENTS (see p. 40) and FIDENTIA GREEN BUILDINGS are investing in office buildings with a high environmental quality.

Such buildings combine in particular the use and implementa-tion of materials that respect the environment, the well-being and security of the occupants, accessibility via public transport as well as the optimisation of the global energy balance (in particular thanks to solar energy and/or geothermy) and water consumption.

The first building (SOLARIS), with a surface area of 13,700 m², was delivered at the beginning of 2009 and is Brussels’ first certified “green” office building. In March 2010, the SOLARIS building was recognized by sector professionals and won the MIPIM Award in the category “green buildings”.

The second building (CLIMMOLUX), situated in Luxembourg, has a surface area of 10,700 m² and was delivered at the begin-ning of 2010.

prInCeSS elISABeth AntArCtIC StAtIon

Through its subsidiary TRANSCOR ASTRA GROUP, the NPM/CNP Group is a founding partner in the “Princess Elisabeth” Antarctic Station set up by the INTERNATIONAL POLAR FOUNDATION (www.polarfoundation.org) headed by Alain HUBERT. This station is the only polar base to rely only on the basis of renewable energies. Its objective is, among others, to analyse the harmful effects of pollution on the environment and to thus help to resolve it. The NPM/CNP group made a contribu-tion of EUR 400,000 to this initiative spread over the three past financial years.

The “Princes Elisabeth” polar station, inaugurated on 15 February 2009, is the only “zero emission” polar station in operation (www.antarcticstation.org).


ttr enerGY

In January 2008, TPF GROUP and TRANSCOR ASTRA GROUP (a subsidiary of NPM/CNP) joined forces to create TTR ENERGY, a joint venture dedicated to renewable energies. The mission of TTR energy is to develop and invest in projects covering wind, hydroelectric and solar pwer, as well as biomass.

In association with TTR ENERGY, BANQUE DEGROOF has devel-oped an investment fund dedicated to renewable energies in a limited number of countries in Western Europe. TTR ENERGY

ArtsOver the 2009 financial year, the Group continued to build up its own collection by acquiring contemporary works of art of a value of around EUR 470,000.

is the investment manager of this fund which amounts to EUR 46 million. At the end of 2009, EUR 17.2 million had been invested mainly in two companies. The first, BIOENERGETICA, in which it holds a 45% stake, is a Spain-based cogeneration unit (20 MW) that recycles olive waste. The second, AILENERGIE, in which it holds a 60% stake, is a French company active in the development of wind parks.

Most of the listed groups in which we invest either directly or indirectly have added a section devoted to sustainable development on their Web site. We refer the reader to these sites for further information.

TOTAL http://www.total.com/fr/environnement-societe-900204.html

GDF SUEZ http://www.gdfsuez.com/fr/engagements/environnement-et-climat/environnement-et-climat/

PERNOD RICARD http://www.pernodricard.com/fr/pages/173/pernod/Developpement-durable.html

EIFFAGE http://www.eiffage.com/cms/developpement-durable/accueil.html

LAFARGE http://www.lafarge.fr/wps/portal/2-Developpement_durable

SUEZ ENVIRONNEMENT http://www.suez-environnement.fr/fr/developpement-durable/

IMERYS http://www.imerys.com/scopi/group/imeryscom/imeryscom.nsf/pagesref/SCMM-6ZFP83?opendocument&lang=fr

IBERDROLA http://www.iberdrola.es/webibd/corporativa/iberdrola?IDPAG=ENWEBRESPONSOS&codCache=12651951705768300

Courtesy of the Artist, Anselm REYLE, and the ALMINE RECH GALLERY, Brussels


Responsible editor:









of NPM/CNP)










PARJOINTCO

Power Corporation

AGESCA NEDERLAND

50% 50%

GBL

89,5%10,5%

joint control

joint control

54,1%


FRÈRE-BOURGEOIS

BNP PARIBAS


NPM/CNP

20,8% (1) 46,5% (1) 28,3%

53% 47%

4,4% (2)

50,0%

3,8%

PARGESA







TrasysEUR 14 mio



TikehauEUR 25 mio

TotalEUR 1 479 mio

1,4 %



EiffageEUR 50 mio


M6EUR 165 mio


LafargeEUR 422 mio

ImerysEUR 318 mio


TreasuryEUR 90 mio




percentage: 23.7%).




TotalEUR 512 mio

GDF SUEZEUR 430 mio



IberdrolaEUR 26 mio






EUR 293 mio


DIRECT INVESTMENTS



SHAREHOLDINGS







50 %(4)

80 %(1)

35,8 %(5)

100 %


100 %

50 %(6)

25,3 %(7)

1,4 %

7,1 %

0,6 %

–

–

–

=

=

=

50 %





FidentiaEUR 40 mio


50 %(2)

50 %(3)

64,2 %

50 %(8)

5,2 %

4,0 %

9,1 %

7,1 %

0,6 %

21,1 %

56,8 %

19,5 %



Glossary













Responsible editor:









of NPM/CNP)










PARJOINTCO

Power Corporation

AGESCA NEDERLAND

50% 50%

GBL

89,5%10,5%

joint control

joint control

54,1%


FRÈRE-BOURGEOIS

BNP PARIBAS


NPM/CNP

20,8% (1) 46,5% (1) 28,3%

53% 47%

4,4% (2)

50,0%

3,8%

PARGESA







TrasysEUR 14 mio



TikehauEUR 25 mio

TotalEUR 1 479 mio

1,4 %



EiffageEUR 50 mio


M6EUR 165 mio


LafargeEUR 422 mio

ImerysEUR 318 mio


TreasuryEUR 90 mio




percentage: 23.7%).




TotalEUR 512 mio

GDF SUEZEUR 430 mio



IberdrolaEUR 26 mio






EUR 293 mio


DIRECT INVESTMENTS



SHAREHOLDINGS







50 %(4)

80 %(1)

35,8 %(5)

100 %


100 %

50 %(6)

25,3 %(7)

1,4 %

7,1 %

0,6 %

–

–

–

=

=

=

50 %





FidentiaEUR 40 mio


50 %(2)

50 %(3)

64,2 %

50 %(8)

5,2 %

4,0 %

9,1 %

7,1 %

0,6 %

21,1 %

56,8 %

19,5 %



Glossary













GLOSSARY


Business R

eport 2009

























GLOSSARY


Business R

eport 2009

























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