Annual Report 2012

...brings concepts to life

Annual Report 2012

Firmly connected www.deerns.com

Firmly connected ... that is how we have been developing in 2012.

Firmly connected to our clients in designing their built infrastructure - and with a keen interest in their developing needs.

Firmly connected as colleagues, sharing knowledge throughout our practices and across our seven National Offices.

Firmly connected to society at large, making contributions to solving climate and energy problems.

And finally, firmly connected to our values and ambitions, but also to reality as we look to the future and see how we flourish thanks to the trust of our clients only.

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Preface

This report is that of an uncommon enterprise.

With an annual revenue of more than € 50 million it is not a small firm, and yet Deerns consulting engineers is a specialised firm – focusing only on technical consultancy and the technical design of buildings, sustainable energy infrastructure and mission-critical facilities.

Deerns is unknown to the general public, financial analysts and investors, and yet ‘Deerns’ is a household name in the building sectors in its home markets. The enterprise has been a purely Dutch venture until just over a decade ago, and yet it is now represented with offices in eight countries and serving clients in many more.

Deerns adheres to a few simple principles. Warranting the quality, mutual cooperation and inspiration of our professionals is paramount to us; we stick to services that can be delivered from our areas of key competence; and we never leave a client with a problem unsolved.

Reaching our 85th anniversary, we are acutely aware that innovating our technological capabilities, our service delivery models and our view on a rapidly changing environment is a prerequisite for continued success.

I invite you to read or glance through this report and form your opinion on how we are doing at this. We can always learn, so I would be happy to receive any feedback you may have for us. Thank you, enjoy reading, and let’s meet in 2013!

Jan Karel Mak Deerns Groep B.V. Chief Executive Officer

Deerns Annual Report 2012

‘Reaching our 85th anniversary, we are acutely aware that innovating our technological capabilities, our service delivery models and our view on a rapidly changing environment is a prerequisite for continued success.

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Contents

Part 1 Deerns at a glance 5 Who we are 6 Introduction 7 Strategy 8 Markets and clients 10 Key Figures 11

Part 2 Governance 13 Report of the Executive Board Report of the Supervisory Board

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Part 3 Annual Figures 31 Consolidated balance sheet as per 31 December 2012 Consolidated statement of income and expenses for the year 2012 Consolidated cash flow statement for the year 2012 Notes to the consolidated balance sheet as per 31 December 2012 Notes to the consolidated statement of income and expenses for the year 2012 Independent auditor's report on the summary financial statements

32 34 35 36 39 42

Part 4 Personal Data 45 International Management 46 Organisation Chart Deerns Group 47 Addresses 48

Colophon Text and editing Deerns Design DesignDesk Photography Jeroen Dietz, Hufton + Crow Print Drukkerij Opmeer bv, The Hague

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Part 1 Deerns at a glance

Deerns Annual Report 2012

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Part 1 Deerns at a glance

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Part 1 Deerns at a glance

Who we are

Deerns is an international, independent technical consultancy and engineering firm. We help private and public organisations to fulfill their needs of a sustainable, comfortable and safe built environment by providing feasible solutions, based on innovative designs. To this end, we develop the technical, technological and energy infrastructure of buildings, infrastructural facilities and areas. Our involvement goes from the first conceptual stages to the detailed design and construction management. And during the many years of operation of building and facilities we support our clients with maintenance management, energy saving and adequate control measures.

Our Approach and Core Values Deerns develops and maintains long-term relationships with its clients by delivering quality engineering, by thoroughly understanding the needs associated with our client’s business process, and by maintaining a profound service orientation. Entertaining long-term relationships with our clients allows us to provide them with the best possible consultancy and engineering services.

Internally, we foster an innovative and professional atmosphere in which our staff flourish and share a sense of moral ownership. Therefore Deerns invests heavily in attracting, developing, engaging and retaining talented professionals with whom we build the teams that deliver superior quality to our clients.

We seek to offer an environment of mutual respect and minimal hierarchy but also one of high professional demands and standards, as the best way to nurture satisfaction and professional happiness in our organisation.

In our investment and innovation policies, we take a long-term perspective unhampered by short-term return obligations or debt.

Our One Firm Principle Deerns operates across its international network as a single firm. We foster a culture of team spirit and international collaboration to create synergies in knowledge exchange, experience sharing and quick response capabilities.

Our Ambition Deerns is eager to improve client service. We strive to contribute to the development of a more sustainable world through practical innovations. We are proud to be serving clients in solving hundreds of technical problems each year swiftly and efficiently. Deerns is at its best, however, in bringing concepts to life by designing integrated solutions to complex housing, performance and energy issues in in complex client organisations.

Our staff members honour our core values: CEDRIC.

C

E

D R

I

C

Competence

Entrepreneurship

Design Reputation

Integrity

Cooperation

Deerns Annual Report 2012

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Introduction

The year 2012 has been one of the most dynamic ones in the long history of Deerns.

The firm was able to improve its market presence in all markets in which it has been active and to open a few new market areas, by responding dynamically to rising opportunities.

Simultaneously, it faced stagnation in absolute terms in some markets, especially its largest one, the Netherlands. In 2012 Deerns made substantial investments into its international development. Two acquisitions enabled us to add new offices to the group. In parallel, a great deal of attention and time were dedicated to the development of the skills, systems and structure that will allow our firm to flourish in the years to come. Though the financial results were disappointing and far below those of the previous year, again Deerns has improved its market position. Due to our highly skilled and dedicated staff we have enjoyed the continued confidence of many long-time clients and developed fruitful relationships with new ones.

In our largest market area, the Netherlands, performance dropped in comparison to 2011 as a result of the dual problem of a general economic downturn and a severe, protracted real estate crisis. We had to accept a slight drop in revenue and were forced to take costly measures to reduce fixed cost for the near future, but remained profitable in the Netherlands. In Germany, Deerns added a third office through the acquisition of Ingenieurbüro Scheer in Stuttgart. The initial cost associated with the integration of Scheer, and the overall composition of Germany’s project portfolio in 2012, with a large fraction of projects in their financially less attractive end phases, caused results to dip below those over the previous year.

Nonetheless, in the German market – with currently 150 staff members in Berlin, Cologne and Stuttgart – our firm has now grown into one of the largest specialised building services engineering groups. In France, Deerns had a very good year again though the team was kept relatively small in view of market uncertainties. By contrast the Deerns office in London, opened in 2011, tripled in size this year and began to generate a significant contribution to firm results. In the spring, another acquisition was made: Deerns bought the Italian arm of a British consultancy engineering firm, a high-quality consultancy team of 35 in Milan. Initial integration and restructuring cost led to a small loss, but Deerns Italia is well underway to strengthen its position as a valued member of the Deerns Group. In the United States, the Deerns office underwent a fundamental upgrade in quality. With new, well-qualified staff members and a new office in down-

town Denver, Deerns America steadily rebuilt its relationship network. These investments in the USA significantly affected group results, however. Finally, our Spanish office in Barcelona was kept mothballed in the absence of active clients in 2012, and thus did not contribute to business results.

Some of the other important investments made in 2012 were the procurement of a new ERP system, the introduction and implementation of which partially took place in 2012; the legal and structural reorganisation of the Deerns group, with the institution of a formal two-tier governance structure; and the launch of an extensive Organisational Development Programme in which the approximately 40 senior managers of the group are involved. Furthermore, we made investments into the further development of BIM (Building Information Modeling) design tools, in the recruitment of top-notch staff members, e.g. group support staff team leaders, local managers and International Practice leaders, and in the international exchange of knowledge and innovations.

Thus, after a year of intensive development of our firm and inspired, dedicated design and consultancy work for clients the world over, we proudly present you with this Annual Report 2012. It is the first Annual Report prepared under the responsibility of Deerns Groep B.V., and no longer of her Dutch originator Deerns Raadgevende Ingenieurs B.V. (now named Deerns Nederland B.V.).

The achievements reported below result from the dedication, enthusiasm and cooperation of our over 550 staff members: colleagues who deserve credit for having worked with perseverance and dexterity – often in the face of challenging economic circumstances or fundamental changes in their work situations.

We all look forward to meeting you in 2013, the year of our 85th anniversary!

Jan Karel Mak Deerns Groep B.V. Chief Executive Officer

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Part 1 Deerns at a glance

Strategy

Deerns strives to enhance its position as a prominent international firm specialised in the design and engineering of building service and ‘mission critical’ facilities systems, supported by extensive consultancy skills in the areas of building physics and energy systems. Central in our work is our ambition to reduce the ecological footprint of the facilities we design. In the areas of building services, building physics, and energy consultancy, engineering and project management, we seek to build a distinct global presence in selected market segments and to become the prime consulting engineering firm in Europe.

To that end, we pursue the following three strategic goals: 1 To build globally consistent superior quality in the services we provide in our International Practices.

2 To develop a complete service portfolio in our European offices.

3 To establish a solid presence in key markets beyond Europe.

1 Towards consistent superior quality in our International Practices In 2012, the following topics were central in the execution of our strategy: • We invested in the further development of our International Practices, whose activities were boosted by the influx of senior consultants from our expanding international offices network.

• Again, substantial investments were made in the development of the skills needed to work effectively with the new software tools and within the cooperative environments that enable ‘Building Information Management’-driven integrated design processes.

• Among the investments into new systems were the preparation and introduction of a new, firm-wide Enterprise Resources Planning software package, and continued investments into Building Information Modeling tools and user skills among our professional design staff.

• The legal and governance structure of the enterprise were fundamentally changed, turning Deerns from a Dutch enterprise into an international one.

Deerns Annual Report 2012

2 Developing a complete service portfolio in our European offices Being a historically Dutch firm, our service portfolio in the Netherlands (six offices) is well-developed, with strong and respected service offerings in prime segments such as Health Care, Airports, Office and Cultural buildings and Laboratories, Industrial facilities and Data centres and with an enormous range of technical competences, ranging from energy efficient façade design to acoustic consultancy and from fire safety consulting and natural lighting studies to BSL-4 lab design. Further competence development took place in many areas such as LEED/BREEAM/HQE/ DGNB design and assessment expertise or the functional transformation of existing office buildings and monumental real estate resources.

Traditionally, in the Netherlands Deerns has been capable of serving clients across our entire service range, and despite some necessary reduction in capacity, this scope has been preserved at the required quality level. The width of our service range in Germany has been broadened, not least by the addition of Scheer in Stuttgart to the group. Our acquisition of a firm in Italy not only brought a solid position in commercial and office real estate and high-rise building design; initiatives have already started to broaden the service portfolio in Italy with the support of other National Offices. Our French office too, though still limited in size, has successfully and profitably expanded it service scope using the competences of colleagues across the firm as needed.

Among the other initiatives aimed at strengthening our European network and market position, the following are worth noting: • Together with our partner Marecom, a formal group entity was established in the Russian Federation to allow for easier contracting processes; • Substantial investments were made in discovering the opportunities presented by the Turkish market; • Towards the end of the year, a strategic reorientation on our Spanish National Office was initiated; this office has been dormant for the second year in succession.

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3 Establishing a solid presence in key markets beyond Europe In the United States, many new initiatives have led to a thorough renewal and quality improvement of the American team. Market development efforts in some market segments (e.g. the Federal government) were halted to allow concentration on a limited number of priorities. As in 2011, we incurred a substantial loss due to the realignment and investments in new staff and a new office location in downtown Denver. With a focus on Airports, Data centres and Sustainable building design, performance did however pick up towards the end of the year.

An extensive market reconnaissance effort was made in Brazil, which led to initial contacts with a potential partner in SĂŁo Paulo, with a focus on the Data centre market. To China and other potentially important markets in South East Asia only limited attention could be given in 2012.

‘Central in our work is our ambition to reduce the ecological footprint of the facilities we design’

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Part 1 Deerns at a glance

Markets and clients

The prime market segments in which Deerns is active can be summarised as follows: • Public and private office buildings: mixed-use and commercial developments, hotels, leisure facilities (e.g. swimming pools, stadiums), cultural facilities (museums, theatres) and educational buildings (university, polytechnic and school buildings); • Residential buildings: dwelling complexes, highrise apartment buildings, urban residential areas; • Airports: here we provide the designs of both general building services and specialised services such as runway lighting, navigational aids, aircraft fuelling, de-icing and 400-Hz power services (to docked aircraft), control towers, luggage handling, customs facilities, passenger information, safety and security amenities; • Health care (university and general hospitals, clinics and outpatient stations, rehabilitation centres): here too, we combine general building design and consultancy with highly specialised work in the areas of, e.g., operation theatre climate control, lighting and hygiene, x-ray facilities, pharmacies, and a range of other hospital-oriented technologies; • Mission-critical facilities such as data centres, clean rooms, research laboratories and high-security facilities; • Sustainable energy consulting, planning and design of sustainable buildings and certification for municipalities, building owners and real estate developers; • Urban and regional industrial energy and utilities infrastructures with a focus on energy-efficient and sustainable planning, design and implementation; • Construction workplace safety consulting and supervision.

Deerns Annual Report 2012

We do not only design new buildings, but also work on the redevelopment, renovation, functional transformation or upgrading of existing infrastructure. Many of our projects are characterised by a strong focus on reducing ecological footprints and – as a means to this end – the achievement of the highest relevant building standards (up to LEED Platinum, BREEAM Outstanding, and similar other national codes existing in different countries).

In the Netherlands, Germany and Italy the Deerns offices have a relatively long history – the Dutch office dating back to 1928 – and here the firm has a long tradition of serving prime public and private clients, sometimes for decades on end. In our newer offices, e.g. the USA, France and the United Kingdom, Deerns gradually develops its reputation and presence. In all our offices, Deerns is broadening its portfolio, using the skills and experience acquired earlier across borders, in combination with a strong understanding of local regulations, building practices and pricing conditions.

‘Many of our projects are characterised by a strong focus on reducing ecological footprints’

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Key Figures

Revenue in millions of Euros 60.0

55.6

50.0 40.0 30.0 20.0

14.9

10.0 0.0 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12

Operating result (EBIT) in millions of Euros 7.0 6.0 5.0 4.0 3.0 2.0 1.0

1.1

1.3

0.0 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12

Staff members in FTEs 600

543

500 400 300

225

200 100 00 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11 ‘12

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Part 2 Governance

Deerns Annual Report 2012

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Part 2 Governance

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Part 2 Governance

Report of the Executive Board Markets and national offices Largest Deerns Market in Crisis The Dutch real estate market has been in decline since 2008/2009. On the one hand, a commercial real estate bubble burst in the wake of the banking crisis, leading to an enormous excess of office space and thus a collapse of construction and renovation in this segment. On the other hand, the residential building sector has been in the doldrums due to persistent uncertainties regarding the fiscal treatment of private mortgage debt and due to deficiencies in rental prices in the social housing sector - all in combination with a general economic downturn.

These developments led to a severe drop in demand of real estate design. Through a strong and growing market position in the design of sustainable real estate and in the redevelopment/renovation of existing buildings, Deerns NL has been able to maintain a good portfolio until 2012, when we finally started to feel the impact of a rapidly shrinking market. As the work inflow in other practices – health care, international airport work, mission-critical facilities – remained relatively stable, the overall drop in revenue was very limited. However, fierce competition as well as frequent temporary intermissions in projects, often due to financing difficulties, caused a steep decline in profitability. As a result we had to let go of virtually all staff members with a temporary job contract. Moreover, some forced redundancies were unavoidable. In the last months of the year, we had to let go of a group of 15 staff members with a fixed job contract – a painful and frustrating process that was carried out with the utmost care. A few redundant staff members could be given a job in one of the offices beyond the Netherlands. Other cost reduction measures were also taken, including a restructuring from the existing twelve into ten business units. Among the efforts to increase revenue were initiatives to acquire projects abroad, in countries where Deerns has no offices such as Turkey and the Russian Federation. Apart from this, we were fortunate to enjoy the continuing trust of many long-term Dutch clients and gain new ones, e.g. in the health care sector.

Germany Going Strong Both in our Cologne (Schmidt Reuter) and Berlin (P2B) offices, the order books have been filled well. A large fraction of that portfolio consisted of large, long-running projects that entered the final design stages in 2012, and as these later stages are typically the least profitable ones, this part of the portfolio yielded considerably lower earnings than those we enjoyed in the previous year.

While the R&D group in Cologne was reorganised to

Deerns Annual Report 2012

improve performance, from the same office we entered into a new market segment in Germany: laboratory and clean room technology design. A dispute arising around a large real estate project in Berlin required us toward the end of the year to take a large provision (of € 700k) for unpaid services. These two circumstances, combined with the extensive cost incurred to adapt the new ERP software to the specific requirements for use in Germany, substantially depressed profitability in these otherwise very well performing offices. Both in Berlin and in Cologne many projects were acquired without having to participate in competitive bidding. We have been careful as ever in selecting our clients, avoiding the type of contracts that bankrupted again some of our local competitors in 2012.

In March contacts were established with Ingenieurbüro Scheer, a family firm in Stuttgart that had just gone into bankruptcy. Based on a quick but thorough process of research and meetings with staff members and key clients, followed by fruitful negotiations with the bankruptcy lawyer, the company was acquired at the end of April, with all staff members and projects. The major cause of Scheer’s financial problems was in project and financial management and could be remediated by Deerns. After a restart in which nearly all clients appeared to maintain their trust in the company, a period of rapid integration and modernisation was set in. In the summer, the first joint projects with P2B Berlin and Schmidt Reuter Cologne were started; in November, the two existing office locations in Stuttgart merged into one. The good professional team, an excellent reputation with impressive engineering references, and a good position in the buoyant Baden-Württemberg and Bayern markets helped Scheer resurface. Some of the results are the following.

The Ministry of Culture in Baden-Wuerttemberg moves into its refurbished offices in Stuttgart’s ‘Post Quartier’, the first existing building in that city, redeveloped with Scheer’s designs, that receives a LEED Gold certificate; during the Exporeal international real estate fair, the new headquarters for BlocherBlocher Partners in Stuttgart, a Scheer project, received a gold award according to the standards of DGNB, the German association for sustainable building.

A New Presence in Italy Despite the macro-economic difficulties in some countries, Deerns has held on to its strategic goal of building a solid market position in the largest markets of the EU. Thus, when the opportunity arose, we established ourselves in Italy by acquiring, on 30 March, the Milanese firm ‘Hilson

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Moran Italia SpA’ from Altran Technologies SA. The takeover of this company with its complete staff (of around 35) and project portfolio was financed from Deerns’ cash flow, as was the refurbishment of a new office location, to which Deerns Italy moved at the end of the year. Deerns Italy, originally founded in 1980 as ‘Milanoprogetti SpA’, boasts extensive references in large-scale commercial and office real estate design, as well as an advanced sustainability certification practice. Among its clientele in 2012 were real estate developers such as Corio, Hines and Prelios, industrial corporations like Finmeccanica and Reggione Val d'Aosta, Hotel developers like NH Hoteles and others.

Design and engineering services as well as LEED and BREEAM certification and energy strategy consultancy were provided to these clients; moreover, Deerns acquired its first data centre design project in Italy. The quality and reputation of the Milan team was underlined by a number of articles and symposium presentations, primarily on sustainable building design, and by LEED training courses given for the Italian Green Building Council.

Successes in France and United Kingdom In January, our Paris office moved from its provisional location in Neuilly-sur-Seine to a permanent office in the 2nd Arrondissement, just around the corner from the stock exchange. From here, our highly effective and qualified consultancy team served private clients in the real estate development sector, both with design projects and with sustainability consultancy and certification work.

Moreover, the first steps were made into the new Airports market segment.

Halfways between the office removals in France and Italy, on 2 July, our young UK office moved from its first provisional location to yet another beautifully refurbished office building, in Southwark close to London Bridge.

This move did not come a month too early in view of the spectacular growth of this office; our staff size increased from 11 to 25 over the year. This highly dedicated team has been extremely busy all year working for a very high level Mission Critical client, for whom 90MW of data centre IT power were designed during the year. Deerns UK also worked for telecom providers in the UK and had its first clean technology project.

Deerns Work Elsewhere in Europe

was sublet. In a range of other European countries projects were carried out in a variety of market segments, ranging from airports to data centres, from laboratories to university buildings.

Deerns America Reinvents Itself Deerns’ presence in the United States has gone through some years of considerable difficulties. After a leadership change in the autumn of 2011 and continued investments in the Denver office, the tide has gradually started to turn in 2012. Financial losses, though still substantial over the year, dwindled towards the end of 2012 and revenue started to grow, rising by 120% over the year. The staff composition underwent great changes and the team doubled in size, while the office was moved from a somewhat experimental albeit creative suburb location to a more representative one in the downtown Denver business district. The relationship with our major US airport client Denver International Airport was expanded, and many contacts were established in the data centre sector, leading to, amongst others, the design project for a 24MW facility in New York State. With strong ties between Deerns America and the European offices, well-integrated support systems and a talented and dedicated professional team, Deerns America stands poised for further development and growth. Opportunities in the airports and mission critical market segments but also in the area of innovative and sustainable design will be pursued.

‘We were fortunate to enjoy the continuing trust of many longterm Dutch clients and gain new ones, e.g. in the health care sector’

Beyond these countries, Deerns also has an office in Spain which unfortunately remained dormant throughout the year; as no client services could be delivered, there was no professional staff and the existing office location

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Part 2 Governance

Activities Elsewhere on the Globe With our small office in Dubai serving as an efficient local support base, Deerns has carried out a number of airport design projects in the Middle East (e.g., Abu Dhabi).

Project work (data centres, cleanroom technology, office buildings) was also carried out in China, in the Caribbean, and – for the first time – in Turkey.

Three client segments have been organised into International Practices, to allow for an efficient exchange of knowledge, design capacity and to optimise quality management: Airports, Data Centres and Clean Technology. Worldwide, these three Practices all developed well. The International Airport Practice was successful in acquiring and extending major projects at three of Europe’s four largest airports and many others, large and small. Our International Data Centre Practice proudly delivered the new Mega Data Centre for Sberbank in Moscow (the first winner of the ‘Green Enterprise IT Award’ on the continent), as well as the design for the new T-Systems facility in Germany, one of the largest telecom data centres in Europe with Deutsche Bank as one of its clients. The International Clean Technology Practice was selected for a range of projects in the electronics, biotechnology, pharmaceutical, solar and high-containment segments. In this field, we worked for major clients such as ASML (the world’s largest semiconductor equipment manufacturer), IMEC (the world-leading institute in nano-electronics and nanotechnology research), Philips Solliance (solar energy technology), DSM (life sciences), Banner (specialty pharmaceuticals), RIVM (a public health and environmental research institution in The Netherlands) and the Erasmus Medical Centre (Rotterdam).

Deerns Annual Report 2012

‘The ‘One Firm’ strategy is at the basis of personal and career development.

All our offices are regarded as equally relevant parts of our organisation, and all our staff members are regarded as equally relevant, integral participants in Deerns.’

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Staff Strategy Group Policy Our firm aims to attract, engage and retain talented, motivated people and to support them in their personal development in line with the objectives of our organisation.

The ‘One Firm’ strategy is at the basis of personal and career development. All our offices are regarded as equally relevant parts of our organisation, and all our staff members are regarded as equally relevant, integral participants in Deerns. We have a strong drive for cooperation and knowledge-sharing to the benefit of our clients. This is reflected in an open and non-hierarchical work atmosphere, with partnership through teamwork.

To allow us to attract and motivate the highest calibre of individuals we maintain a meritocracy. We develop and promote people solely on the basis of their capabilities, irrespective of their personal, professional or geographical backgrounds. We inspire our staff to work according to our core values: Competence, Entrepreneurship, Design Reputation, Integrity and Cooperation.

Management Development A great deal has been invested in the development of leadership skills via the ‘Organisational Development Programme’ in which some forty members of our management participated in 2012. The aim of this programme is threefold: to build One Firm; to develop leadership skills (including communicating in an international environment and dealing with cultural differences); and to enhance business results.The growth of the firm has led to the entry of a number of new managers. In the companies that joined Deerns (now our Milan and Stuttgart offices) we maintained those who fulfilled leadership positions in their roles. At Group level, new Support Staff and International Practice leadership positions were filled by talents attracted from outside. And in our existing National Offices, some management roles were transferred for various reasons. Notably, chairman Dieter Jakobi of Schmidt Reuter stepped down at the end of the year, handing over his position to Lars Mostert, who was already a member of the board here. We are indebted to Dieter for his many years of excellent leadership and guidance of Schmidt Reuter into the Deerns Group. As a new member of the board of Schmidt Reuter, Lars Schumacher was appointed.

Staff Development In 2012, staff development policies were still largely organised at the level of the various National Offices.

However, with a new Group HR support team that came in place in the second half of the year, preparations were started for a firm-wide HR review process to help identify talented staff, succession planning and a proper quantitative and qualitative development of the professional and support staff in each National Office. Training programmes in the National Offices focus on the development of technical skills (e.g., the use of BIM tools) as well as presentation, reporting and project management capabilities. We expect each of our staff members to be a coach for his or her colleagues, and to be receptive to the coaching assistance provided by their colleagues. Towards the end of the year, a Mobility Team was established to support the international exchange of staff members, based on existing vacancies, on project requirements or on personal development needs. The first three such exchanges took place between the UK, Dutch and Italian offices.

Health and Safety The overall illness rate average of Deerns Group over the year 2012 has been 2.2%, with a range of 0% to 2.6% across the National Offices. In The Netherlands, by far the largest entity, Deerns worked closely with medical service ‘Rienks Arbodienst’ to enhance the effectiveness of HR support and line management in preventing absenteeism.

The illness percentage here was considerably below the average in 2011 (4.3%), in 2012: 2.6%. No occupational accidents have been reported over the year.

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Part 2 Governance

Deerns Groep B.V. Offices 15 Staff members (FTE) 543

United Kingdom Offices: 1 Staff members: 24

USA Offices: 1 Staff members: 10

Deerns Annual Report 2012

Spain Offices: 1 Staff members: 1

Netherlands Offices: 6 Staff members: 327

France Offices: 1 Staff members: 8

Germany Offices: 3 Staff members: 140

Italy Offices: 1 Staff members: 32

Dubai Offices: 1 Staff members: 1

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Sabrina Marina Back in April 2012 Deerns Group acquired the international company I was working for in Italy. The term “acquisition” is often associated with “bankruptcy” and the two words put together normally merge into “redundancy”, forced relocation and general dissatisfaction among staff.

Nevertheless, as I am a curious and positive person, I interpreted this acquisition process as an opportunity for my former company to improve itself and grow financially and professionally.

Since the very first introduction to Deerns Group via a presentation that we received prior to the acquisition I had a very positive feeling, and only a few weeks later I became aware of what working for an international firm meant.

Despite the good relationship with my colleagues from my previous office, soon after the acquisition I asked to be relocated to London as I considered it a good opportunity to learn about industrial design and to speed up my career development.

I have been working in London only since last August, but I quickly realised that I have been given a good opportunity to improve, learn and share my knowledge with my new colleagues without losing contact with the Italian office as we are constantly sharing work experiences.

In London I have learned a lot about a branch of the industrial design (I know there is much more to learn and I’m committed to do so). I’ve been involved in three main challenging projects with different designs and each of them has widened my professional knowledge, pushing myself over my limits and discovering that they are actually moving forward: I’m growing!

What I like about working with Deerns Group, and particularly working with Deerns UK, is that I really feel part of a professional and consolidated team and most of all I feel to be surrounded by people I can count on.

So… Thanks.

‘I have been given a good opportunity to improve, learn and share my knowledge with my new colleagues’

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Part 2 Governance

Michiel van Wijk While sitting and writing, I cannot help but think back to the past weeks. After working with great pleasure for the Health Care group in Rijswijk, the Netherlands, Deerns gave me the opportunity to continue my career at our Italian office.

Having lived abroad for half my life I always wanted to try a new adventure. For me, working in a different culture is exciting, an endeavour without any routine. It stimulates you to keep an open mind, to communicate and appreciate. It enhances your capability to look beyond the scope of what is known, a great quality that helps in any situation, personally as well as professionally.

So, very excited and a little anxious at the same time, I moved to Milano in the beginning of March. There I was greeted by a great dynamic group of colleagues. It is encouraging to see all the enthusiasm and dedication here.

From the start I was asked to participate in a project, learning from each other’s qualities in finalizing a tender, and setting up the Building Information Modelling for the near future in Italy. I got great support in becoming an Italian resident and I felt at home right away. It is truly an inspiring office to work for with an amazing bunch of people.

Right now I am actually on a ten-day-excursion to our French office. There I am working together with another group of dedicated engineers. I am learning every day and this is what Deerns has made possible.

I would like to thank everyone who made this transfer possible. It has been a real rollercoaster ride of which I enjoyed every minute. And by the way, those supposedly two-hour-lunches in Italy and France everyone was talking about, are definitely not true. But I guess everyone should find out for themselves.

Working in a different culture enhances your capability to look beyond the scope of what is known

Deerns Annual Report 2012

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Innovation development

Risk Management

Innovation and R&D

As our prime business risks we consider the following: • Forced interruption of work processes for an extended period in one or more offices, as a result of fire, serious ICT malfunctions, or the failure of power, internet or telephone grid.

• Cash flow problems resulting from serious administrative problems that may impede billing or financial transactions.

• Massive reputation loss in a major market segment caused by serious project incidents.

As always, it is difficult to establish the exact investment Deerns made in 2012 into research and development: a great deal of our innovation work is not registered separately but is intertwined with our normal client work – and it is these clients who directly benefit from it.

Apart from this, expenses that can directly be ascribed to R&D work, including patenting cost, were in the order of € 200,000 in the Netherlands.

Just a few examples of innovations generated in 2012 – mostly in client projects – are the following: • A quick-response climatisation system for new passenger corridors at Schiphol Airport that are only to be used irregularly (upon the arrival of ‘non-Schengen flights’), which minimises energy consumption during ‘empty hours’ and very rapidly brings the climate to the right parameters just before the arrival of an aircraft.

• The development of ‘smart thermal grid’ strategies and methods at the campus of the Delft Technical University (the ‘IPIN project’).

• Various innovations in lighting design, in close cooperation between Deerns’ lighting designers and architects.

• The extraction of energy from drinking water reserves for use in a data centre.

• Operations sustainability certification for data centres (focused on reliability).

• Data centre infrastructure management: a new management layer on top of infrastructure automation, allowing for seamless integration of key performance indicators into the data centre operator’s organisation and reporting structure.

• A fully pre-fabricated data centre infrastructure, allowing for ultra-fast and high quality construction, without vendor lock-in.

• The design of an ‘energy-plus’ building (the LVM 5 office building in Münster, Germany): a building whose net energy output exceeds its net energy demands, thanks to an integrated design including systems such as decentralised HVAC integrated in the floor construction, concrete core activation, use of phase changing materials, a biogas-fueled CHP unit, 100 kW of PV cells, reversible heat pumps with energy probes.

• Further work on the earlier development of a ‘hybrid operating theatre’ unit in health care.

The office removals in four of our offices (Denver, London, Paris and Milan), and refurbishment carried out in a fifth (Stuttgart) in 2012 helped reduce the first type of risks.

The introduction of new firm-wide Enterprise Resources Planning software, implemented in the first half of our offices helps reduce the second type of risks in the mid-term (the other half of the offices will follow in 2013).

This new ERP package allows for easy financial management both at corporate and National Office level, offers a strong project management tool, and provides group-wide client management facilities.

We minimise our reputation risks by focusing on professional and project management quality and on knowledge exchange, which we facilitate via our International Practices and by inspiring a true One Firm spirit among our staff, enabling and inviting them to seek help and advice from colleagues without inhibition.

Our investments in formal knowledge filing and exchange systems have not yet yielded a useful, internationally practicable tool.

‘Our new ERP package allows for easy financial management both at corporate and National Office level’

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Part 2 Governance

Firm Structure Adaptations Since 1928, the former Dutch entity ‘Deerns Raadgevende Ingenieurs B.V.’ has been the governing entity within the Group. In October 2012, the holding company ‘Deerns Groep B.V.’ assumed this role, to accommodate the growth of the firm its much more international character.

The Dutch entity has become a National Office, alongside the other National Offices in France, Spain, the UK, the USA and Italy, and was consequently renamed ‘Deerns Nederland B.V.’. An internationally composed Executive Board has formally been established, as well as an external Supervisory Board as the second tier, replacing the former ‘governance foundation’. In this legal transformation, the traditional fixed connection between shareholding and leadership has been cut, although as in the past no shares can be held by non-staff members.

Separately, the following structural changes were made in our German entities at the end of the year in preparation of an integration of the three current companies into one National Office. ‘Deerns Holding GmbH’ was established in Berlin as a full daughter company of Deerns Nederland B.V. Subsequently, this new Deerns Holding GmbH acquired 100% of the shares of both Schmidt Reuter Integrale Planung und Beratung GmbH in Cologne and Scheer Beratende Ingenieure GmbH in Stuttgart from Deerns Groep B.V., and it similarly acquired 100% of the shares of Planungsgruppe Berlin-Brandenburg GmbH in Berlin from Deerns Nederland B.V.

‘We minimise our reputation risks by focusing on professional and project management quality and on knowledge exchange' Deerns Annual Report 2012

23

Corporate Social Responsibility

Scope of our sustainability policy

In 2012 we again managed to substantially reduce our CO2 footprint. Our performance in the area of sustainability was further improved by optimising our buildings, travelling more conscientiously and using fewer raw materials. In 2012 this resulted in a CO2 reduction of nearly 8% compared to 2011. If we also count our air travel kilometres compensation, the reduction was as high as 16%.

This of course is a very nice result, but in our role as engineering consultants, what we managed to achieve for our clients is more important. Deerns has been using now as a yardstick for its performance for some years the “Deerns Multiplier”, i.e. the amount of CO2 emission reduction due to our energy efficient design work, divided by our own CO2 emissions.

Until recently, this type of environmental performance yardstick was not acknowledged by existing sustainability certification methods. However, in the new version of the Dutch “CO2 Performance Ladder” standard (used by a number of national government agencies in the Netherlands)1 our performance in terms of energy efficiency of our building design work for clients will count as part of our sustainability score through a Sectororiented score specifically for Engineering consultancies.

This will lead to a more meaningful evaluation of our performance; it is, after all, the energy concepts we develop for our clients that make the big difference, rather than the impact we can have on the sustainability policy of our own suppliers.

Nonetheless, we will always critically review the corporate social responsibility behaviour and performance of those parties to whom we provide orders, both existing and new.

As we are aware of the large contribution consulting engineers can make to sustainable building, we regularly communicate on our work in the area of sustainability to raise awareness among, and to involve all stakeholders in that dialogue.

Until this year, our efforts have concentrated on the Dutch National Office – which until recently was the only fully held part of the Deerns Group. From 2013 on, we will gradually expand our sustainability policies throughout the firm. The facts reported below still pertain to Deerns the Netherlands only.

Our office locations We take energy-saving measures in the buildings we use ourselves and procure sustainable energy to the extent possible.

Moreover we limit the use of raw materials where possible, in our case mostly paper; the paper we do use issustainably produced.

• Procurement of certified green energy for Deerns office buildingswhere possible.

• BREEAM benchmark tests for existing buildings (Dutch Green Building Council) on our own office locations to see how these compare to similar office locations and to define further improvement options within our reach (Deerns rents and does not own its office buildings).

Business travel The largest part of our CO2 footprint is defined by our travel kilometres. The measures we have taken in this area are chiefly aimed at limiting the number of kilometres traveled and at CO2 reduction per kilometre.

• We limit air travel to a minimum. All CO2 emission generated by the necessary air travel is entirely compensated via the Climate Neutral Group (Gold Standard Credits).

• We constantly monitor fuel consumption of staff members’ vehicles and periodically provide feedback on this and coaching to drivers.

• We participate in the “Green Driver Challenge” driving style competition for the third time in a row.

1 The CO2 Performance Ladder is a procurement tool to encourage companies to be aware of their CO2 emissions and those of their suppliers.

The CO2 Performance Ladder was originally developed by ProRail, the Operator of the Dutch railway infrastructure.

Our design projects Since 1928 we have developed sustainable solutions for many clients. Our energy concepts remain by far the biggest driver of our CO2 emissions footprint. This is why we set the objective that at least 20% of the relevant building design projects we deal with per year must have a sustainability level that will make them eligible to official certification.

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Part 2 Governance

External certification

Internal assessment: the ‘Deerns Multiplier’

Deerns’ CO2 footprint takes into account all direct emissions of greenhouse gases (perspective 1); all indirect emissions due to consumption of purchased energy (perspective 2); and the indirect emissions caused by extraction and production of materials purchased, as a result of Deerns’ transport performance in using vehicles not owned or managed by us, etc. (perspective 3). This footprint is now defined according to the guideline of the CO2 Performance Ladder (see below), and came to approximately 4,000 kg per FTE in 2012, which is 16% lower than in the previous year. Just like last year (after compensation of business air travel kilometres), this reduction is mainly due to a reduction in business kilometres travelled.

We achieve the largest impact on CO2 emission reduction through the incorporation of sustainable energy concepts in our design projects. Our efforts here are reflected in the Deerns Multiplier. This factor indicates the extent to which we manage to save on CO2 in our clients’ buildings over the average lifespan of their installations (25 years), measured against existing legal performance requirements, in relation to our own footprint. The sustainable solutions we designed in 2012 thus measured resulted in a CO2 reduction of over 982,000 tonnes, more than 726 times the annual emission by Deerns.

CO2 emissions (tonnes)

2009

2010

2011

2012

scope 1 Car travel (Business)

723.10

626.70

599.20

554.60

Natural gas consumption (office buildings)

62.10

65.20

57.70

72.60

Air conditioning (office buildings)

10.20

10.30

10.00

10.00

Electricity

190.80

175.40

155.60

105.00

Air travel

141.40

113.80

159.30

126.60

Business km personal vehicles

162.90

137.70

108.80

122.60

5.10

13.30

9.80

15.50

12.40

11.10

9.90

7.60

0.55

0.54

0.580

0.56

346.40

330.80

351.70

337.40

1655.00

1484.90

1462.50

1352.60

4.65

4.57

4.35

4.02

scope 2

scope 3 Public transport Paper Water consumption Car travel, Commuting Total CO2 Total CO2 per FTE

Total CO2 after compensation of business air travel kilometres 1,226

Deerns Annual Report 2012

25

Support of other societal objectives CO2 reduction is one of Deerns’ most important CSR objectives and is a major part of our efforts to take our corporate social responsibility. In addition, Deerns supports other initiatives to help realise socially relevant objectives. Below is a sample from the more than twenty goals supported in the Netherlands alone annually.

• Deerns supports the Living Daylights Foundation,an institute that promotes the proper application of daylight in the built environment (main sponsor).

• YES!Delft: the incubator of Delft Technical University that promotes entrepreneurship in the technical field and supports its development in all phases; inspiring students, professionals and scientists to become entrepreneurs, it provides practical solutions to starting and developing new companies. Deerns supports this

organisation in various ways.

• Deerns supports the annual sponsorship gala dinner of the Red Cross in The Hague.

• Deerns is a long-time sponsor of the Prinses Christina Concours, a national competition for young musical talents.

• Deerns is a member of, and in a number of instances provides board members to organisations such as the Dutch association of engineering firms (‘NL Ingenieurs’), employers’ organisation ‘The GreenCause/the Green Business’ (‘De Groene Zaak’); the Dutch ‘Green Building Council’ and similar organisations in Germany, France, USA; the Association of Environmental Professionals (Vereniging van Milieuprofessionals, the Netherlands); and of the European Network of Environmental Professionals (Brussels).

CO2 savings

Deerns: in 2012 we have emitted over 1,200 tonnes of CO2 by our business operations, 16% less than in 2011.

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Part 2 Governance

Activities not reflected in the annual figures The following noteworthy events occurred between the close of 2012 and the establishment of this annual report on 4 April 2013: • Preparations are underway for the establishment in Belgium of a local entity to be based in Antwerp, Deerns België BVBA, which will closely cooperate with the local office of ABT structural engineers.

• Similarly, preparations are underway for the establishment of a local entity in Turkey, to be established in Istanbul, with the purpose of supporting the first projects acquired here and further market development.

• Discussions are ongoing with an engineering firm in Spain regarding a joint venture or takeover, with a view on reviving Deerns’ presence in Barcelona and making a proactive re-entry into this market anticipating on a gradual economic recovery and the needs for high-quality engineering in specific niches.

• Talks have been ongoing since the fourth quarter of 2012 with a potential Brazilian partner to establish a joint venture in one specific market segment, to be set up in São Paulo. Various options to enter this market are being studied.

• A new current account financing agreement was closed with Rabobank Nederland in February, which provides a substantially improved credit facility at slightly better rates.

Deerns Annual Report 2012

27

Outlook 2013 Europe Both in Germany and in the United Kingdom we foresee a continuation of our successful development. While we will integrate our three current separate German companies into one ‘Deerns Deutschland GmbH’, we expect to be able to develop some relatively new market segments, such as cleanroom technology. In the UK, it is already clear that we will see strong growth in the data centre segment; in parallel, we will invest into the development into other segments that require services at the quality level we have on offer. As many of the projects in 2012 were actually design work for facilities abroad, we will also focus more on the British home market in 2013.

In the Netherlands, indications are that while we carry out some further organisational consolidation, aimed at increasing efficiency in some of our office locations, revenue will stabilise and the intake of projects may even slightly rise again. Though this is in itself encouraging, it would be overly optimistic to see this as a foreboding of a broader market recovery, so the utmost care and agility will be required to meet the goals set for 2013.

In Italy and France too, the current economic tide is hostile, necessitating a similarly careful approach; diversification into new niches and close cross border cooperation will help us diminish our dependence on the depressed commercial real estate markets. In countries where Deerns either has a lesser presence or just acquires projects to be processed by other National Offices (e.g. Belgium, Turkey, Russia) a relevant project volume is expected to be generated in 2013, which will especially be helpful to the Dutch office.

America In the United States, there is room for confidence that we have overcome some of the impediments that still plagued us in 2012. With a good team, in a good office and in a gradually improving market climate, Deerns America has been able to improve operational performance, and the intensive marketing efforts made last year gradually start to have a positive impact on project inflow. In view of the limited current size of the Denver office, a challenging but achievable revenue target has been set for 2013. With international support and further investigations into fitting growth options for Deerns in this great market, this should be met while ending the year with slightly positive earnings for Deerns America.

New markets It is difficult to see which of our current efforts to establish a presence in new countries will lead to result in 2013.

Indications are that in Belgium and Turkey this may well be the case; whether an entry into the large Brazilian market will be achieved is less clear. Though the opportunities for Deerns here are obvious, and though first reconnaissance activities indicate there is a clear interest in our services and quality, there are quite a few barriers to entry. As always, we remain open and will react swiftly to opportunities that may arise in locations and segments that suit our strategic outlook.

Strategy 2013 In 2013 too, Deerns will develop - firmly connected internally and with our clients. Central to the efforts of the firm’s leadership are, as was the case in recent years: • Focusing on quality and client needs, based on a good understanding of their business processes.

• Maintaining our strong position in the Netherlands and further development in our other National Offices, broadening our service portfolio and increasing our market presence.

• Carefully developing positions in other relevant regions (Latin America, South East Asia).

• Maintaining a community where people work with satisfaction and with the ability to develop their full potential.

• Dedicating our client work and our operational practices to minimising ecological footprints and non-renewable energy uses.

Specific strategic goals for 2013 are: • Investing in the introduction of important firm-wide support systems, amongst others completing the implementation of a new ERP system.

• Carefully pursuing acquisitions as occasions arise: in Germany to bring our market presence in line with our reputation and quality, possibly in other European countries to increase the scale and efficiency of our current limited presence, and in the USA to achieve a more effective volume.

• Continuing our organisational development, involving larger groups of staff members to build on the foundations laid in 2012 by the top-40.

Expected Results Provided we successfully carry out the above strategy and provided the international economic climate does not shower unforeseeable severe discontinuities upon us, we expect to perform substantially better than in 2012, achieving a revenue of around € 58 mln and an EBIT margin more than double that of 2012.

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Part 2 Governance

Report of the Supervisory Board

1 On said date Deerns Group’s share certificates were withdrawn, the shares were transferred to the previous certicate holders, and said foundation was dissolved.

The Supervisory Board has been formally established on 16 October 2012; as its predecessor the external Board members of the “Stichting Administratiekantoor Deerns Groep” (the foundation previously holding the shares that served as the Executive Board’s supervisory body1) served until that date, on which this foundation was dissolved.

The annual statements over 2012 have been audited by BDO Accountants and were approved by them on 4 April 2013. The Supervisory Board agrees with the proposal of the Executive Board to restrict the dividend over 2012 to the interim dividend paid in January 2013 of € 430,000 and to add the remainder of the net earnings to the reserves. We hereby advise the General Meeting of Shareholders to accept this Annual Report and to discharge the Executive Board from its duties over the year 2012.

In 2012, the Supervisory Board met with the Executive Board six times: on 10 April, 5 June, 4 July, 18 September, 11 October and 6 December. It also attended a general shareholders meeting on 18 December. A special meeting on 6 March was dedicated to a thorough discussion of the proposed new legal structure. In these meetings, the Supervisory Board and its predecessor the Board of “Stichting Administratiekantoor Deerns Groep B.V.” have conducted in-depth discussions regarding all major aspects of the development of Deerns and its markets as summarised below.

Finance The 2011 annual figures were discussed in the meeting in April, while the outcomes of the first half of 2012 were discussed in September. The on-going financial crisis and subsequent upheavals in the Eurozone countries as well as the deplorable situation in the Dutch construction and real estate markets justified extra attention to, and analysis of order intake and monthly result developments.

Already early in 2012 it became clear that the financial performance of the firm would not meet the goals set for 2012. The outlook called for bold measurements to improve the development of the financial results.

Towards the end of the year, special attention was given to cash flow development in view of the major cost outlays associated with delays in some client payments, financing needs of some developing National Offices, and reorganisation cost in The Netherlands, as well as a number of one-off expenses such as the introduction of a new ERP system and the acquisition of the remainder of the shares not yet held in two German

Deerns Annual Report 2012

daughter entities.

In our view the measures taken will substantially improve financial performance in 2013.

Strategy and targets The legal and organisational transformations of Deerns Groep B.V., which could be finalised in October, were extensively discussed in the first half year. The new structural model reflects the development of Deerns from a mainly Dutch firm into an international enterprise with important presence beyond its original home market.

The instalment of the Supervisory Board at the level of Deerns Groep B.V. was part of this process. The new structure also allows further development of the firm and its leadership.

Deerns’ strategy focuses on international development and strengthening of existing positions; thus, the acquisitions were reviewed and approved of two engineering firms in Milan and in Stuttgart. These take-overs have been beneficial to the firm from day one; one of them has already added to overall results, the other is well underway.

Apart from the attention that needed to be given to the Dutch arm of the firm due to bad local economic circumstances, special attention was also given to Deerns America, where lack of growth has turned into a problem.

At the start of the year, the Denver office was viewed by some potential clients as still too small to be entrusted with major assignments. Simultaneously, attracting the right qualified professional staff proved difficult for a small, unknown entity. Towards the end of the year, as a strict recovery schedule was put in place by the Executive Board, the first signs of improvement could be welcomed.

‘The new structural model reflects the development of Deerns from a mainly Dutch firm into an international enterprise’

29

Among the other strategic topics discussed by the Supervisory Board in its various meetings were: • Risk exposure and risk management • Market developments and the competitive position of the firm • Bank agreements and other financing arrangements The Supervisory Board also extensively discussed the long-term strategy of Deerns and its implications for the organisation, product portfolio and development priorities of the enterprise.

Performance and composition of the Executive Board and Supervisory Board in 2012 Due to the recent formal establishment of the Executive Board and Supervisory Board, the latter has not extensively evaluated the functioning of these Boards in 2012. The Supervisory Board is of the opinion, however, that the Executive Board is well equipped to meet the high standards and requirements imposed by shareholders, staff and clients. The Supervisory Board was initially composed of the two non-executive members of the Board of “Stichting Administratiekantoor Deerns Groep B.V.”, Paul Smits and Mirjam Nouwen, with the valuable addition of a new member, Boudewijn Dessing2. As the organisational transition had been well prepared, the Supervisory Board was able to take its responsibilities from the first meeting, with all members well informed due to their former roles within Deerns.

Assessment of Deerns’ performance and outlook In 2012, Deerns faced a challenging business environment resulting from the worldwide financial and economic situation, and especially the Dutch economic and real estate crisis. These circumstances combined with a number of one-off expenses made by the firm led to disappointing financial results.

Notwithstanding these outcomes, Deerns again demonstrated its capability, in line with its proven successful strategy, to take the necessary measures to reduce cost and at the same time improve market share and develop its organisation as a whole. The firm is therefore in a good position to reap the benefits of the measures taken and investments made in the time to come.

This could only be achieved through the joint efforts of the staff members and the management of Deerns. The Supervisory Board wishes to express its appreciation for this effort and to thank all staff members for their collective willingness and ambition to deal with the challenges in a professional way.

The members of the Supervisory Board have signed this year’s report and Financial Statements so as to fulfil their legal obligation based on article 2:101 section 2 of the Dutch Civil Code.

The succession schedule in the Supervisory Board is as follows:

Rijswijk, 4 April 2013, the Supervisory Board of Deerns Groep B.V.

Paul Smits stepping down October 2014, definitive

Paul Smits (Chairman), Mirjam Nouwen, Boudewijn Dessing

2 Boudewijn Dessing already knew Deerns in his capacity of member of the informal Deerns NL external Advisory Board.

Boudewijn Dessing stepping down October 2015, re-eligible Mirjam Nouwen stepping down October 2016, re-eligible

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Part 3 Annual Figures

Deerns Annual Report 2012

31

Part 3 Annual Figures

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Part 3 Annual Figures

Consolidated balance sheet as per 31 December 2012

Assets (x € 1,000)

31 ––12 –– 2012

31 ––12 –– 2011

1,443

–––

2,757

1,794

64

65

7,214

2,235

Fixed assets Intangible fixed assets Goodwill

Tangible fixed assets Other fixed assets

Financial fixed assets Investments in affiliated companies

Current assets Work in progress

Receivables Trade debtors Receivables from affiliated companies Other receivables and current assets

Cash and banks

Total assets

Deerns Annual Report 2012

15,022 26 1,640

11,633 132 959 16,688

12,724

1,334

7,085

29,501

23,903

33

Liabilities (x € 1,000) Share of the company in group equity

31 ––12 –– 2012

31 ––12 –– 2011

10,561

10,191

Third parties share in group equity

73

Provisions

872

1,248 470

Current liabilities Amount owed to credit institutions Trade creditors

Liabilities to shareholders and affiliated companies Taxes and social security premiums Other liabilities and accrued expenses

Total liabilities

3,912 3,406

––– 1,905

1,426 3,008 6,244

1,419 4,205 4,464 17,994

11,993

29,501

23,903

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Part 3 Annual Figures

Consolidated statement of income and expenses for the year 2012 (x ₏ 1,000) Net turnover Changes work in progress

2012 52,061 3,534

Revenue Subcontracted work Other external costs Wages and salaries Social security charges Pension contributions Depreciation Other operating expenses

Total operating expenses

 2011 52,044 135

55,595 4,069 1,746 27,532 4,688 1,503 48 14,699

52,179 3,559 1,003 23,794 3,602 1,467 178 12,261

54,285

45,865

Operating result

1,310

6,314

Interest and similar expenses

-64 1,245

-66 6,248

Taxes on income

-234 1,011

-1,925 4,323

Share in result from participations

11 1,022

-217 4,106

-46

-839

976

3,267

Consolidated result from operational activities before taxation

Consolidated result from operational activities after taxation Result share of third parties

Net consolidated result after taxation

Deerns Annual Report 2012

35

Consolidated cash flow statement for the year 2012

(x € 1,000)

2012

2011

1,310

6,314

Cash flow from operating activities Operating result

Adjustments for Depreciation Result from participations not through participations Movements provisions Exchange rate differences

26

744

11 95 -39

-217 126 -13 93

640

Changes in working capital: Change work in progress Receivables Accounts payable (banks excluded)

-3,660 -1,293 640 -4,313 -2,910

Cash flow from operating activities Interest paid Taxes on income Income from participations in group and associated companies / share third parties

-135 -2,162 246

-64 -234

-2,051 4,903 -66 -1,925

-400

-349 -699 -3,608

Total cash provided by operating activities

-2,340 2,563

Cash flow from investment activities Investments in intangible assets Investments in tangible fixed assets Disposal of tangible fixed assets Disposal of financial fixed assets New consolidations

Total cash used in investing activities

-1,443 -1,703 35 1 -2,374

––– -954 425 26 ––– -5,484

-503

-570

-450

-9,663

1,609

7,085 -9,663

5,475 1,609

-2,578

7,085

Cash flow from financing activities Dividend paid

Movements in cash Changes in cash Balance at the beginning of the financial year Movement during the financial year

Balance at financial year end

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Part 3 Annual Figures

Notes to the consolidated balance sheet as per 31 December 2012 Assets (x € 1,000) Fixed assets Intangible fixed assets Book value as at 1 January 2012

–––

Movements: Investments

1,443

1,443

Balance movements Balance as at 31 December Costs

1,443

1,443

Book value as at 31 December

Tangible fixed assets Balance as at 1 January Costs Accumulated depreciation Accumulated currency translation differences

6,159 -4,363 -2

Book value as at 1 January

1,794

Movements: Additions New consolidations Depreciation Disposals Reversal of depreciation Currency translation differences Balance movements

1,703 139 -847 -200 165 3

964

Balance as at 31 December Costs Accumulated depreciation Accumulated currency differences

8,149 -5,392 1

Book value as at 31 December 2012

2,757

Financial fixed assets Investments in affiliated companies Participation Schmidt Reuter Telematic Consult Gmbh (100%), indirect interest Participation Bouw Commissioning Nederland B.V. (50%) Participation Yxion Deerns Pharma B.V. (50%) Participation Marecon LLC (50%) Participation Deerns Naco B.V. (50%) Participation Consorzio Red (9%)

Deerns Annual Report 2012

31 ––12 –– 2012

31 ––12 –– 2011

30

30

1 10 5 16 3

1 9 ––– 26 –––

64

65

37

Assets (x € 1,000)

31 ––12 –– 2012

31 ––12 –– 2011

Work in progress

7,214

2,235

Work in progress Work in progress positive value Work in progress negative value

8,973 -1,759

3,477 -1,242

Work in progress

7,214

2,235

16,543 -1,522

12,273 -640

15,022

11,633

26 ––– –––

113 18 1

26

132

185 1,455

116 843

1,640

959

185 –––

––– 116

185

116

6 336 300 281 264 85 8 6 5 1 ––– 43

13 ––– 1,893 371 890 ––– 11 ––– 1,106 46 2,587 168

1,334

7,085

Current assets Work in progress

Receivables Trade debtors Trade debtors Bad debts provision

Receivables from affiliated companies Receivable from Bouw Commissioning Nederland B.V. Receivable from Deerns Naco B.V. Receivable from Deerns DHV v.o.f.

Other receivables and current assets Taxes and social security premiums Other receivables and current assets

Taxes and social security premiums Corporate income tax Deferred tax asset

Cash and banks Cash Unicredit Kreissparkasse Köln AG Banque HBSC HypoVereinsbank AG Volksbank AG ING Bank N.V. Deutsche Bank N.V. Deutsche Bank AG Rabobank ABN AMRO Bank N.V. Other banks

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Part 3 Annual Figures

Notes to the consolidated balance sheet as per 31 December 2012 (continued) Liabilities (x € 1,000) Third parties share in group equity Third parties share in P2B Planungsgruppe Berlin Brandenburg GmbH Third parties share in Schmidt Reuter Integrale Planung und Beratung GmbH Third parties share in Deerns France SASU

31 ––12 –– 2012

31 ––12 –– 2011

–––

296

––– 73

858 94

73

1,248

489 383

470 –––

872

470

809

809

610 7

610 –––

1,426

1,419

1,910 902 ––– 170 25

1,711 669 1,324 500 –––

3,008

4,205

1,621 758 250 3,614

1,854 109 1,714 788

6,244

4,464

Provisions Deferred taxes Other provisions

Short-term liabilities Amounts owed to associated companies Amounts owed to Douwe Aukes Beheer B.V. Amounts owed to Beheer- en Beleggingsmij Giulia Groenhoven B.V. Amounts owed to Deerns Naco B.V.

Taxes and social security premiums Value added tax Wage tax Corporate income tax Pension premiums Other taxes

Other liabilities and accrued expenses Holiday pay accrual Reorganisation costs Bonusses payable Other payables

Deerns Annual Report 2012

39

Notes to the consolidated statement of income and expenses for the year 2012 (x € 1,000)

2012

2011

Net Turnover Net turnover

52,061

52,044

Geographical division of sales The Netherlands Germany Italy Middle East France Belgium Russia Finland United Kingdom Rest of Europe Other

28,560 11,585 2,365 1,906 1,461 1,443 1,379 1,270 1,078 199 815

34,257 12,120 ––– 1,202 1,178 ––– 2,412 ––– 388 54 434

52,061

52,044

Changes work in progress Changes work in progress

3,534

135

Subcontracted work Cost of work contracted out

4,069

3,559

Other external costs Travel and reimbursement of expenses Costs of reproductions Other external expenses

387 116 1.242

474 451 79

1,746

1,003

593

354

Revenues

Remuneration of directors Average number of employees During 2012 542 employees were employed on the basis of a full time contract of services (2011: 480)

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Part 3 Annual Figures

Notes to the consolidated statement of income and expenses for the year 2012 (continued) (x € 1,000)

2012

2011

-821 869

––– 178

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178

Depreciation of intangible fixed assets Badwill Deerns Italia SPA

-821

–––

Depreciation of tangible fixed assets Other fixed assets Result on sale of tangible fixed assets

847 22

744 -566

869

178

4,437 2,910 2,568 3,210 1,573

4,581 2,297 2,019 2,804 560

14,699

12,261

2,902 1,535

3,406 1,175

4,437

4,581

Depreciation Depreciation of intangible fixed assets Depreciation of tangible fixed assets

Other operating expenses Other staff expenses Housing expenses Travel expenses Office expenses General expenses

Other staff expenses Hired capacity Other staff expenses

General expenses Auditors fee Audit annual account Total

Deerns Annual Report 2012

55

53

55

53

41

(x € 1,000) Interest and similar expenses Other interest expenses Taxes on income Corporate income tax Deferred taxation Corporate income tax previous years Foreign income tax Income from participations in group and associated companies Deerns Naco B.V. P2B Planungsgruppe Berlin Brandenburg GmbH (previous year) Yxion Deerns Pharma B.V. Deerns S.L. Schmidt Reuter Integrale Planung und Beratung GmbH (correction previous year) Bouw Commissioning Nederland B.V.

Result share of third parties Third parties share in P2B Planungsgruppe Berlin Brandenburg GmbH Third parties share in Schmidt Reuter Integrale Planung und Beratung GmbH Third parties share in Deerns France SASU

2012

2011

64

66

26 -32 -13 -214

-728 -193 158 -1,163

-234

-1,925

10

-12

––– 1 –––

-30 -13 -1

––– -1

-151 -10

11

-217

–––

-240

––– -46

-505 -94

-46

-839

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Part 3 Annual Figures

Notes to the financial statements of the consolidated annual report Basis of preparation The financial statements have been prepared in accordance with the Dutch Civil Code, Book 2 Chapter 9.

Consolidation principles The consolidated accounts comprise the fully consolidated financial statement information for Deerns Groep B.V. and its group companies in which Deerns Groep B.V. has control. The consolidated accounts comprise the financial statements of: Deerns america LLC, Denver (United States), 100% Deerns Holding GmbH, Berlin (Germany), 100% Deerns Italia SPA, Milan (Italia), 100% Deerns Nederland B.V., The Hague (the Netherlands), 100% Deerns S.L., Barcelona (Spain), 100% Deerns UK Ltd, London (United Kingdom), 100% P2B Planungsgruppe Berlin Brandenburg GmbH, Berlin (Germany), 100% Scheer Beratende Ingenieure GmbH, Stuttgart (Germany), 100% Schmidt Reuter Integrale Planumg und Beratung GmbH, Cologne (Germany), 100% Deerns France SASU, Paris (France), 67% In 2012 Deerns acquired all shares in P2B Planungsgruppe Berlin Brandenburg GmbH, Scheer Beratende Ingenieure GmbH, Schmidt Reuter Integrale Planung und Beratung GmbH and Deerns Italia SPA. Estimates In preparing the financial statements the directors, in accordance with general accepted Dutch accouting principles,make several estimates and assumptions that help to determine the reported amounts in the financial statements. The actual results may deviate from the estimates made.

Comparative figures The comparative figures are where necessary reclassified in order to easily compare with the financial statements of this year.

Valuation of assets and liabilities Assets and liabilities are presented at nominal value, unless mentioned otherwise. Tangible and intangible fixed assets are stated at purchase price or at manufacturing costs. Depreciation is calculated on a straight line basis over the estimated useful life of the asset. Goodwill is the positive difference between the acquisition price of the participating interests and the net asset value at the time of their acquisition, less amortisation. Capitalised goodwill is amortised, on a straight line basis, over a period of twenty years. Deerns carries out projects commissioned by third parties under previously concluded contracts. Contract costs are recognised as incurred. When the outcome of a contract can be estimated reliably, contract revenue and profits are recognised over the period of the contract, applying the percentage of completion method. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense within projects in progress. Projects are disclosed collectively in the balance

Deerns Annual Report 2012

sheet, either as an asset or as a liability to customers by virtue of the contracts. Deerns presents the gross amount due from customers for contract work for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceed progress billings as an asset. Deerns presents the gross amount due to customers for contract work for all contracts in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses) as a liability. Accounts receivable are shown after deduction of a provision for bad and doubtful debts where appropriate. Cash and bank balances are freely disposable, unless stated otherwise.

Provisions are formed for liabilities and risks arising in the ordinary course of the business. The provision for deferred taxes relates to timing differences between book and tax values of tangible fixed assets. It is calculated on the basis of the applicable tax rate in the country concerned.

Accounting principles applied to the profit and loss statement Net turnover is the invoiced turnover of provided services to third parties excluding any value added taxes. Revenue is the sum of net turnover and change in work in progress.

Profit is determined as revenue minus all expenses relating to the reporting period. Costs are determined in accordance with the accounting policies applied to the balance sheet.

Profit is realised in the year in which the sales are recognised. Losses are taken upon recognition. other income and expenses are allocated to the periods to which they relate.

The amortisation and depreciation charges disclosed in the profit and loss statement are based on a fixed percentage of based on the assets’ useful lives. The difference between purchase price and net asset value of acquisitions is recognized as badwill if the purchase price is less than the net asset value. Badwill is recognized as result after deduction of expected losses and any non monetary assets of the acquired subsidiary. Badwill is recognized as negative amortization. Income tax is calculated on the profit disclosed in the income statement at the prevailing rate and making allowance for any tax facilities.

Cash flow statement The cash flow statement has been prepared using the indirect method.

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Independent auditor’s report on the summary financial statements To: the General Meeting and the Management of Deerns Groep B.V. The accompanying summary financial statements, which comprise the summary balance sheet as at December 31, 2012 the summary profit and loss account for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information are derived from the audited financial statements of Deerns Groep B.V. for the year ended December 31, 2012. We expressed an unqualified audit opinion on those financial statements in our auditor's report dated March, 29th, 2013. Those financial statements, and the summary financial statements, do not reflect the effects of events that occurred subsequent to the date of our auditor’s report on those financial statements.

The summary financial statements do not contain all the disclosures required by Part 9 of Book 2 of the Dutch Civil Code. Reading the summary financial statements, therefore, is not a substitute for reading the audited financial statements of Deerns Groep B.V.

Management’s responsibility Management is responsible for the preparation of a summary of the audited financial statements in accordance with the principles described on page 42.

Auditor’s responsibility Our responsibility is to express an opinion on the summary financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standard 810, “Engagements to report on summary financial statements”.

Opinion In our opinion the summary financial statements derived from the audited financial statements of Deerns Groep B.V. for the year ended December 31, 2012, are consistent, in all material respects, with those financial statements, in accordance with the principles described on page 42.

The Hague, 2 May 2013 BDO Audit & Assurance B.V. on its behalf,

w.s. N.W.A. van Nuland RA

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Part 4 Personal Data

Olivier Severini, Lars Mostert, Jan Karel Mak, Roel Rooskens and Erik Lousberg

Deerns Annual Report 2012

45

Part 4 Personal Data

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46

Part 4 Personal Data

Management

Supervisory Board

Paul Smits

Mirjam Nouwen

Boudewijn Dessing

Group Executive Board

Jan Karel Mak

Roel Rooskens

Lars Mostert

Olivier Severini

Erik Lousberg

CEO

CFO

Member

Member

Member

Group Support Staff

Linda Heuperman

Mirjam Pietersen

Ragna Ouwerkerk

Human Resources

Secretariat / Legal

Communications

Lars Mostert

Lars Schuhmacher

Christian Lohoff

Erik Lousberg

Daan Eijgendaal

Germany

Germany

Germany

The Netherlands

The Netherlands

Sjoerd Hora Siccama

Marcel Schellekens

Alex Jansen

Olivier Severini

George Pollock

Rob Nash Boulden

Bart Melis

The Netherlands

The Netherlands

The Netherlands

Italy and France

UK

USA

Spain

National Offices

International Practices

Daan Eijgendaal

Wouter Kok

Eric Stuiver

Horst Weißiecker

Airports

Data Centres

Clean Technology

Clean Technology

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Organisation Chart Deerns Group Supervisory Board

Deerns Group Executive Board

Support Staff Finance, Human Resources, Communications, Secretariat

Deerns United Kingdom

Deerns Spain

Deerns The Netherlands

Deerns Italy

Deerns Germany

Deerns France

Deerns America

International Practices Airports, Data Centres, Clean Technology

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Part 4 Personal Data

Addresses

Head Office

Italy

Rijswijk, the Netherlands

Milan

Fleminglaan 10 2289 CP Rijswijk Postbus 1211 2280 CE Rijswijk +31 88 374 0000 contact@deerns.nl www.deerns.nl

via Guglielmo Silva, 36 20149 Milan +39 2 36167 888 info@deerns.it www.deerns.com

Fleminglaan 10 2289 CP Rijswijk Postbus 1211 2280 CE Rijswijk +31 88 374 0000 contact@deerns.nl www.deerns.nl

The Netherlands

Spain

France

Amsterdam

Barcelona

30, rue Notre-Dame des Victoires 75002 Paris +33 1 70 91 75 50 group@deerns.fr www.deerns.fr

Constellation Building Stationsplein N- O 428 1117 CL Schiphol Postbus 75153 1070 AD Amsterdam +31 88 374 0240 amsterdam@deerns.nl

Paseo de Gracia 74, 2o–1a A 08008 Barcelona +34 934 960 459 info@deerns.es www.deerns.es

Germany

Eindhoven

Dubai

Klokgebouw 125 Strijp-S Terrein 5617 AB Eindhoven Postbus 1009 5602 BA Eindhoven +31 88 374 0220 eindhoven@deerns.nl

PO Box 282664 Gold & Diamond Park +971 4 341 80 80 info@deernsme.ae www.deernsme.ae

Groningen

London

De Deimten 11 9747 AV Groningen Postbus 1540 9701 BM Groningen +31 88 374 0200 groningen@deerns.nl

Pentagon House 52 – 54 Southwark Street SE1 1UN London +44 20 3640 6940 london@deerns.com www.deerns.com

Maastricht

United States of America

Paris

Berlin Helmholtzstraße 2 – 9 10587 Berlin Stubenrauchstr. 16 D-14482 Potsdam +49 30 3980 1920 office@p2b-berlin.de www.p2b-berlin.de

Köln Graeffstraße 5 50823 Köln +49 221 574 1201 info@schmidtreuter.de www.schmidtreuter.de

Stuttgart Widdumhofstraße 12 70499 Stuttgart-Weilimdorf +49 711 139830 info@is-scheer.de www.is-scheer.de

Adelbert van Scharnlaan 170b 6224 JX Maastricht +31 88 374 0210 maastricht@deerns.nl

Nijmegen Toernooiveld 300 6525 EC Nijmegen Postbus 31269 6503 CG Nijmegen +31 88 374 0230 nijmegen@deerns.nl

Deerns Annual Report 2012

Rijswijk

United Arab Emirates

United Kingdom

Denver Denver, CO 80202 110 16th Street Suite #1200 +1 (720) 880 1820 info@deernsamerica.com www.deernsamerica.com

Deerns Groep B.V. Fleminglaan 10 2289 CP Rijswijk PO Box 1211 2280 CE Rijswijk +31 88 – 374 0000 The Netherlands contact@deerns.com www.deerns.com