Staying on Course - Deerns Annual Report 2011

...brings concepts to life Healthy Living and Working Environment Mission-Critical Facilities Sustainability and Energy New Techniques Safety and Security

Annual Report 2011

Staying on course Deerns Group www.deerns.com

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Deel 1 Deerns in het kort

Stayi on cours Deerns Annual Report 2011

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‘Our home markets are currently dominated by global turmoil, unpredictable political influences and short term uncertainties, and can thus be seen as a stormy sea we are navigating’

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Deerns Brings concepts to life

Jan Karel Mak

Preface Deerns stayed on course in 2011. It was a dynamic year for our enterprise, both in terms of market situation and internal organisation.

Market developments were dominated, of course, by global turmoil and economic downturn. Internally, we have worked hard on getting our Firm structure ready for a future of solid growth in quality, client and staff satisfaction, and – as a result – in size and results. Despite the difficult external circumstances, our Firm has developed strongly – as have many of our talents.

Performance in the Netherlands was very good in the first half, but suffered from postponed and halted projects in the second, resulting in a slightly disappointing though still firmly profitable - financial outcome. In stark contrast to the depressed situation in the Dutch real estate and building market, the German market was buoyant and both our German offices performed very well. Moreover, the first full business year in our new Paris office was highly successful. Our US activities were still not profitable in 2011, however, fundamental management changes made in the course of the year resulted in renewed confidence in our success potential here. In May we opened a new office in London, which obviously required initial investments and therefore did not yet contribute to results; a clear entry into the UK market was achieved and a team of seven at the turn of the year is rapidly expanding and building our reputation.

In both our two largest markets, the Netherlands and Germany, Deerns maintained or improved her market share. While in Germany growth was limited by a lack of suitable talent in the job market, we did see a further diversification of our service portfolio. In the Netherlands, our annual revenue level exceeded the budget by more than € 2 million, even though results were below budget by a few percentage points. In a local market that shrank considerably in 2011, this was achieved through a strong growth in projects for clients abroad, e.g. in Russia and a few other countries where Deerns does not have an office.

Deerns Annual Report 2011

Major investments were made in the preparations to replace our Management Information System, in Building Information Modelling (allowing three-dimensional, intelligent, integrated design processes), and in measures oriented towards environmental sustainability (e.g., the arrival in the Netherlands of our first three electric vehicles and their charging stations). Time and attention were also spent on the preparation of some changes in our Firm’s organisational structure. As a result, at the start of 2012 the leadership of Deerns Group will undergo a transition from the Board of the Group’s Dutch origin, ‘Deerns Raadgevende Ingenieurs BV’ to a newly formed, international Group Executive Board. Deerns Group – that already fulfilled a number of services for the Dutch entity – will from then on provide support services for all National Offices: in the Netherlands, Germany, France, Italy, the UK, Spain, and the USA. As in previous years, we also made significant investments in the development of our service quality.

Three International Practices were established to provide top-notch consulting and engineering services across the globe in areas that are particularly international in nature: Data Centres, Clean Technology, and Airports.

Especially the International Data Centre Practice saw substantial growth, not only in client range and revenue, but also in innovations and new energy saving technologies that help our clients reduce CO2 output and save money.

We therefore proudly present you with this Annual Report 2011, for the last time in the form of a combined report of Deerns Groep BV and of Deerns Raadgevende Ingenieurs BV. Reading it should give you a good overview of our Firm’s activities, priorities and results. We look forward to meeting you in 2012.

Jan Karel Mak President of the Board, Deerns Raadgevende Ingenieurs BV & Deerns Groep BV (2011), Chief Executive Officer, Deerns Groep BV (2012).

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Contents Part 1 Deerns in Brief Key Figures Profile Strategy Markets and Clients

06 07 08 10

Part 2 The Five Deerns Themes Healthy Living and Working Environment Mission-Critical Facilities Sustainability and Energy New Techniques Safety and Security

14 16 18 20 22

Part 3 Governance Report of the Board of Directors Report of the Foundation Board Corporate Social Responsibility Human Resources

26 30 31 35

Part 4 Annual Figures Consolidated balance sheet Consolidated profit and loss account Consolidated cash flow statement Notes to the consolidated balance sheet Notes to the consolidated profit and loss account

38 40 41 42 45

Part 5 Outlook 2012

Part 6 Personal Data Management Organisation Chart Management in the Netherlands Addresses

Colophon

54 55 56 57

04 12 24 36 48 52

Text and editing Deerns Design DesignDesk Cover photography OVG re/developers (client), PLP/ARCHITECTURE (architect) Photography Hollandse Hoogte, Jeroen Dietz Print Drukkerij Opmeer bv, The Hague

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Part 1 Deerns in brief

‘Every day of our journey we must review our bearing point, if necessary adjust our course and benefit from new opportunities to be able to meet our future challenges’

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Deerns in Brief Key Figures ProďŹ le Strategy Markets and Clients

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Part 1 Deerns in brief

Deerns Group

Key Figures Revenue in millions of Euros 60.0 52.2

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

Operating result (EBIT) in millions of Euros 7.0

6.3

6.0 5.0 4.0 3.0 2.0

1.1

1.0 0.0 ‘95 ‘96 ‘97 ‘98 ‘99 ‘00 ‘01 ‘02 ‘03 ‘04 ‘05 ‘06 ‘07 ‘08 ‘09 ‘10 ‘11

Staff members in FTE 600 480

500 400 300

225

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

Deerns Annual Report 2011

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Our Core Values

Profile The Deerns Group is an international technical consultancy and engineering Firm that helps private and public organisations realise a sustainable, comfortable and safe built environment. To that end, we develop the technical, technological and energy infrastructure of buildings and infrastructural facilities, from the first concept to detailed design and construction management. We aim to be a leading Firm in technical quality and service quality by making our wide range of skills, knowledge and experience fully available to our clients, thus leveraging the enthusiasm and dedication of our service-oriented professional and support staff.

Our first organisational priority is to foster an innovative and professional atmosphere in which our staff members flourish and share a sense of moral ownership.

We therefore invest heavily in attracting, developing, engaging and retaining talented professionals – with whom we build the teams that deliver superior quality to our clients.

As a dedicated specialised Firm we are tailored to cooperate with partners that match our ambitions and standards in their respective service areas. We work with them in a wide range of project types and

environments, consulting our clients regarding the most effective and efficient ways to bring concepts to life.

Developing and maintaining long-lasting relationships with our clients helps us understand their business processes and technical needs, which allows us to provide them with the best possible consultancy and engineering services.

We seek to maintain a profound service orientation by honouring our core values: • • • • •

fostering professional quality; inspiring entrepreneurship; building our design reputation; maintaining high ethical standards; warranting adequate internal and external cooperation.

We are eager to improve client service and to contribute to the development of a sustainable world through practical innovations. We are glad to be serving clients in solving hundreds of small technical problems every year, however, we are at our best in bringing concepts to life through engineering integrated solutions for complex technical issues in complex client organisations.

C

E

DR

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Competence

Entrepreneurship

Design Reputation

Integrity

Cooperation

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Part 1 Deerns in brief

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 Regarded as a high-quality Firm by many, we are acutely aware that improvement is a continuous process.

In 2011, we focused on the following topics: • Developing efficient and effective International Practices in the market segments of Data Centres, Airports and Clean Technology facilities; • Preparing the introduction of new Firm-wide support systems, e.g. new financial and project management software and international internal and external communication systems; • Preparing the structural changes required to guarantee a One Firm approach to our work and our clients.

• A number of ICT innovations, migrations and extensions (e.g. email, intranet, video conferencing) were carried out in the course of the year; a new management information system, announced for 2011, will be implemented in the first half of 2012.

Deerns Annual Report 2011

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 to BSL4 lab design. Nonetheless, further competence developments took place in the areas of tunnel engineering; lighting consultancy and design; LEED expertise/BREEAM design and assessment; and renovating historic monuments.

Our two German offices have traditionally focused on projects in the area of office buildings and residential properties. Schmidt Reuter (Cologne, part of the Group since 2004) has a long tradition – dating back to 1963 – of prestigious office design projects, many in cooperation with internationally acclaimed architects; and P2B (Berlin, established in 2000) has over the years grown into the largest building services engineering firm in greater Berlin, with a focus on residential, office, industrial and commercial buildings. Both offices too expanded their scope in 2011, increasing their competences in data centre design, large-scale commercial development engineering, and rehabilitation/renovation of existing real estate.

Our French office – started only mid-2010 – initially focused on environmental performance with blue chip clients (low energy design, building physics, building environmental certification: HQE, LEED, BREEAM), but in 2011 acquired its first large office building design projects.

In May 2011, we opened an office in London, thus finally establishing Deerns in the British market independently after many years of fruitless efforts to find a suitable local partner. Deerns UK chose data centre design as its first practice area and has already developed a number of relevant client relationships with large telecommunication and ICT companies.

Our office in Spain remained dormant in view of the dire economic circumstances that preclude major investments among our prospective clientele.

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In a few European countries Deerns does not have local offices, but nonetheless carried out a significant volume of projects, notably in Belgium and the Russian Federation. In 2011, projects were also acquired and contacts pursued in a variety of other countries, a.o., China, Turkey, Bosnia, and Finland.

3 Establishing a solid presence in key markets beyond Europe In the United States, our Denver office went through a difficult year. A thorough search for a new Managing Director was successfully concluded in the second half, and this and other reinforcements led to a better internal organisational foundation and new market contacts and thus to a sunnier perspective for 2012.

However, these improvements came too late to save the year, and the overall year 2011 result had to be written in red. The prime market segments currently are Airports, Data centres and Sustainable buildings.

Initial reconnaissance work in Brazil and in China did not yet lead to business activity in these countries in 2011.

‘Deerns strives to enhance its position as a prominent international Firm and to become the prime consulting engineering Firm in Europe’

Staying on course

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Part 1 Deerns in brief

Markets and clients The prime market segments in which Deerns is active in consultancy, design and project management services can be summarised as follows:

• Sustainable energy consulting, planning and design of sustainable buildings and certification for municipalities, building owners and real estate developers.

• 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: 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, passenger information, safety and security design; • 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;

In most of these segments, Deerns designs new buildings but also works on the redevelopment, renovation or upgrading of existing infrastructure. Many of our projects are characterised by a strong focus on sustainable design and use, reducing ecological footprints, and – as a result – the achievement of the highest relevant building standards (up to LEED Platinum, BREEAM Outstanding, and similar national codes in France and Germany).

In the Netherlands and Germany Deerns has a long history, and here the Firm has a long tradition of serving prime public and private clients – sometimes for decades on end. In the newer offices, the Firm is gradually developing and broadening its market presence, using the skills and experience acquired earlier, in combination with a strong understanding of local regulations, building practices, and pricing conditions. The following diagram presents an overview of Deerns’ presence in the above market segments by country in 2011.

‘We are eager to improve client service and to contribute to the development of a sustainable world’

Deerns Annual Report 2011

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Market Segment Presence by Region

National Office: Presence since:

NL 1928

GE 1964

UAE 2003

USA 2007

SP 2008

FR 2010

UK 2011

Rest of World

Market Segments Served:

Office / Leisure / Cultural / Buildings / Hotels Residential Buildings Airports Health Care Facilities Mission-Critical Facilities Sustainability consulting and assessment

Established practice Newly established presence in 2011

‘As in previous years, we also made significant investments in the development of our service quality’

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Part 2 The five Deerns Themes

Lars Mostert Member of the Executive Board, Deerns Groep BV and Managing Director, Schmidt Reuter GmbH

‘As a yachtsman I know that two things are very important to stay in control in a stormy sea: a stable ship and a good crew. Our home markets are currently dominated by global turmoil, unpredictable political influences and short-term uncertainties, and can thus be seen as a stormy sea we are navigating.

In the past year we made substantial progress again towards our business objective - to be a premium engineering and consulting Firm with a strong international reputation and presence.

We have made structural adaptations and introduced a lean and logical Group organisation to assume key management tasks; these measures will help us to stabilise our enterprise - our ship - amidst economic crises and to support growth and development.

Apart from these organisational optimisations, it is the great staff in all our office locations who have played a crucial part in this year’s results and in our current solid market position.

Their self-evident willingness to consistently renew approaches and to develop technical innovations, their tireless motivation, and their competence to fulfil client needs around the globe exemplify our Firm.

It is good to see how especially the younger parts of our international enterprise are staying on course successfully. Our strategy of supporting excellently trained, entrepreneurial professionals with our engrained technical competences and our core values is paying off and leading to international success.

Nonetheless I also believe there is no such thing as a safe haven. Every day of our journey we must review our bearing point, if necessary adjust our course and benefit from new opportunities to be able to meet our future challenges. I am confident that together we will do so successfully.’

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The Five Deerns Themes Healthy Living and Working Environment Mission-Critical Facilities Sustainability and Energy New Techniques Safety and Security

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P rrtt 2 Th Pa he five e Dee e rn ns Them Them Th e ess

‘A building with a healthy living and working climate is one that does not generate complaints. In fact, a good living and working climate is one you do not notice.

Or the other way round: you are immediately aware of a faulty building services design because of draught, cold or heat, light that is too intense or too dimmed, too much noise, air that is too dry or too humid, or smell.’

‘What is a good indoor climate is thus largely determined by one’s senses. And human beings function best when they experience as few distractive stimuli as possible. That is important, as a pleasant indoor environment leads to measurable improvements in the experience, productivity, cooperation and performance by those who work there.’

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Staying on course

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P rt Pa r 2 Th The five e Dee errn ns T Th he em mes es

‘The continuity of business processes becomes more important day by day. We are all aware by now of what happens when all of a sudden debit card payments cannot be processed, or when e-mail access is denied for days, or when text messages are not transferred. Data centres have become crucial for communication in our daily lives. Simultaneously, we want these data centres to conform with modern environmental standards and responsible care. Thus, while demanding minimal energy they must perform at maximum level.’

‘Due to our extensive knowledge of mission-critical processes in clean rooms, data centres and operating theatres at Deerns we understand how to combine energy efficiency and reliability. We also understand how to avoid failures, interruptions and the resulting damage.’

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Staying on course

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P rt 2 The five Dee Pa erns Them mes

‘Sustainability has become such a trendy topic, that the word itself has become worn out. However we are not dealing with mere forms and words. It takes a certain amount of idealism to really give meaning to a sustainability policy, both for the consultant and for her client.’

‘Money always comes into the picture when choices have to be made between either a conventional or a sustainable solution or application. Ever more often fortunately, we see how a sustainable choice drives a profitable and responsible investment. Thanks to our life cycle cost analyses it is no longer just regarded as a higher expense – and this helps us stick to our commitment to man, the environment and society to make sustainability a central theme in our thinking and in our acts.’

Deerns Annual Report 2011

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Staying on course

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Part Pa rt 2 Th The he five v Dee ern rnss Th Them emes em es

‘Innovation goes beyond the development of new technical concepts. Our role as a services provider keeps changing as well.

Clients that used to have their own in-house technical expertise now are devoid of this type of know-how.

This implies that in our role as consultants we have to see through the eyes of our clients to an even greater extent so as to ask the right questions, to offer the right solutions, and to better understand how challenges and problems are to be addressed – now and in the future.’

‘Meanwhile, we continually investigate how we can improve our business processes through innovation.

Innovation does not always come down to inventing something new, it is also improving what already exists.

Innovating is therefore synonymous with staying in motion - deepening existing knowledge and staying on the alert for relevant innovation opportunities.’

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Part Pa rt 2 Th T e five e Dee eern rnss Th rn Them e es em

‘Our approach to safety and security is an integrated one.

We take a comprehensive look at all structural and installation aspects, at costs versus revenue, at all phases in the building process, including building supervision and the subsequent building use after delivery.’

‘Reliability is a prime condition for all safety and security systems wherever continuous, uninterrupted work processes must be guaranteed. With the systems we design we help minimise crime risk, prevent fire, system failure and data transmission interruptions. Deerns develops systems and procedures in a way that takes security demands, risk management processes, regulations and budgetary constraints into account in a balanced manner.’

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Part 3 Governance

Sheilah Bain Senior Consultant Data Centres

‘I joined Deerns in June 2011, on the first day of the new London Office. It was a very exciting prospect for me to be involved in the beginnings of a new office as well as working for a growing firm with a great diverse portfolio. The work I have been involved in so far has been in the mission critical sector and the London office has been able to use this work to quickly grow and attract new talent to the Firm. Aside from the exciting projects, I have found Deerns a great place to work with much emphasis on innovation, sharing technologies across groups and supporting their employees.’

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Governance Report of the Board of Directors Report of the Foundation Board Corporate Social Responsibility Human Resources

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Part 3 Governance

Report of the Board of Directors Largest Deerns Market Depressed Since 1928, the Netherlands has been Deerns’ prime market. Despite the Firm’s gradual international development, the Dutch market still constituted over 75% of revenue in 2011. The financial results in this country therefore strongly affect Deerns’ overall results.

Revenue targets for the Netherlands were exceeded (€ 39 million over a budget of € 37 million) also due to large projects carried out by Dutch teams for foreign clients. Despite the very difficult market situation in the Netherlands, the earnings of Deerns Raadgevende Ingenieurs reached a fair part of the budgeted € 4 million.

This is an acceptable outcome in view of the difficult economic conditions in this country. These are caused not only by the Europe-wide economic downturn but also by a deep commercial real estate crisis and a virtual stand-still in the Dutch housing market. Many competitors are in survival mode and are trying to keep their order book filled with phantasy price tags on their proposals. In some cases our proposals were underbid by 50%, attractive enough for some to elect this option, often, however, in the expectation of getting an uncompromised quality level.

Among the internal causes of the Dutch budget being missed were the costly learning curve associated with the large-scale introduction of three-dimensional design technologies, and protracted management vacancies in a few of the twelve business units.

As in 2010, the consultancy/design group dealing with commercial and public office buildings, cultural and educational buildings and hotels performed very well, as did some of the regional offices (particularly the Maastricht and Eindhoven offices). These high performance levels were due to strong positions in the Dutch market for sustainable office building design, for the renovation and functional transformation of existing buildings, and in the health care market. The Airports practice too benefited from its good market position, whereas the various groups dealing with mission-critical facilities (research labs, clean room technology and data centres) reaped the fruits of a relatively favourable market climate and of their efforts to increase their market presence. Apart from these areas of success, Deerns in the Netherlands struggled with price pressure as described.

Excellent Performance in Largest European Market Both German offices – operating under the names ‘Schmidt Reuter Integrale Planung und Beratung GmbH’ in Cologne and ‘Planungsgruppe Berlin-Brandenburg GmbH’ in Berlin - performed remarkably well. The

Deerns Annual Report 2011

former delivered high-profit, high-quality projects in the commercial real estate segment and successfully moved further into the data centre market; the latter grew successfully with a strong focus on commercial real estate, followed by industrial clients and by housing projects, and has become the largest provider of technical building design services in the greater Berlin area. As in 2010, both offices were cautious in tendering for large, seemingly irresistible prestigious projects that often, however, turn into a consultants’ graveyard. We saw a few competitors go bankrupt who had accepted cut-throat client conditions in such mammoth projects.

In Cologne, the R&D group performed a large number of sustainable design studies. The major challenge in Germany proved to be the recruitment of new staff members with the right mix of technical, personal leadership and social skills. In the course of the year, preparations were made for a further integration of both offices into the Deerns Group.

Solid Development in France and UK Deerns France, with an office in Paris, concluded its first full year of business after its start in the Spring of 2010. It has been a very successful start, with a highly qualified and motivated team working for a few top clients on office building design and environmental performance consulting. In a short period of time, our French team was able to gain the confidence of some prime real estate developers to secure its first projects in the public sector.

In May 2011, Deerns opened a new office in London to serve a client locally at his request. This step marked the end of a long period of efforts to acquire a position in the important British market, and a diversion from our fruitless efforts to do so via a partnership with an existing British firm. The small, high-calibre team that took off just around the corner of Victoria Station has rapidly expanded to a team that can serve clients in the UK and elsewhere in Europe primarily in the data centre segment. As in France, the work portfolio was well-filled at the end of the year, and prospects for a sound further development are good. Due to the necessary initial investments, Deerns UK posted a loss; client billing came on steam towards the end of the year.

From the Dutch Maastricht office, Deerns again served a number of clients in Belgium in 2011. Successful projects were also carried out in a few other European countries, mostly in airport and data centre design work.

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Due to the local disastrous economic situation, we have left our Spanish office (Barcelona) dormant, i.e. without professional staff but ready for a quick restart at the start of an economic recovery or at the request of a client. Cost has been limited, yielding a negligible negative result.

Stagnation Beyond Europe In the United States, development was by no means what we anticipated. The absence of an American Managing Director and the extensive efforts to find a suitable candidate for this position made for a unfortunate combination with the rather adverse market conditions. Key clients were in the Airports and Office Building sectors, and with the start of the new Managing Director in October an additional focus on the data centre market could be created – leading to important early successes. The development of the office was dominated, however, by a lack of appropriately skilled engineers and project managers, as a result of which Deerns America is still small. This led some clients to shy away despite their great interest in the innovative approaches Deerns has to offer. Other impeding factors were the lacklustre economy and an unfavourable investment climate, both in the private and public sectors. Towards the end of the year, the perspective gradually improved. The year nonetheless ended with numbers deep in the red: an operational loss of € 412,000.

As in previous years, Deerns’ Dubai office did not generate any business on its own accord but served as a convenient local project support office for the range of airport projects carried out in this region.

Results Overview Revenue and operational income per national business unit have been summarised in the table on page 29.

Research and Development To the question as to how much Deerns invests in research and development our answer is: ‘unknown’, since a great deal of innovation work is not registered separately but is intertwined with normal client work.

A new type of ship-terminal connector bridge for the cruise ship terminal in Amsterdam, a new lightweight cleaning robot for the plastic roofing over the inner yard of the Maritime museum in the same city, or further research into sustainable heating/cooling of airport runways in Denver: these are just a few examples.

We did register the costs of preparing patents for a number of innovations in data centre design; these amounted to approximately € 100,000, but were spent

on administrative and legal efforts rather than on the underlying technical innovations. In 2011, in the Netherlands a sum of € 114,000 was received in innovation subsidies from the national government.

Risk Management Our prime business risks are forced interruption of work processes in one or more offices (as a result of fire, failure of power, internet or telephone grid; serious ICT malfunctions), and massive reputation loss in a major market segment caused by project incidents.

In 2011 we updated our Business Continuity Plan.

Moreover, we performed a financial risk analysis in an extensive brainstorm session, which will be repeated annually to arm us against the impact of large discontinuities in the market or in production.

‘Despite the very difficult market situation in the Netherlands, the earnings of Deerns Raadgevende Ingenieurs reached a fair part of the budgeted sum’

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Part 3 Governance

Annually, a free influenza preventive vaccination is offered to staff members in the Netherlands, aimed at preventing massive illness absenteeism. Intensive communication about this programme in 2011 resulted in a considerably higher demand than in previous years.

In 2011, the necessary preparations were undertaken to replace the existing ERP system ‘DeMIS’, including selection of the supplier of the new software (Vision by the US supplier Deltek).

Also in 2011 a significant investment was made into education in areas such as project leadership, presentation and communication skills, apart from the many technically oriented training programmes.

The internal and external quality assurance audits in the Netherlands did not produce any special points of attention. The long existing ISO certificate in Cologne was renewed in 2011. The Berlin office does not yet have a certified quality system, but work here is organised according to a quality handbook; certification will follow either ahead of or in conjunction with the upcoming integration of the German offices. Quality certification in France and the United Kingdom was given the necessary attention as well. In due time, a Firm-wide basic system will be introduced, to be supplemented nationally with specific extensions depending on local characteristics of production and management processes.

Firm Structure Adaptations Since its inception, Deerns has been a Dutch Firm, and despite the opening of offices since 2000 in Germany, Spain, the United States, France and the United Kingdom this was still the case in 2011. ‘Deerns Raadgevende Ingenieurs BV’, the Dutch arm, was not only the largest part but also the explicit core of the Firm, with the two German offices somewhat distanced as both involved a minority shareholding by the local management, and the other ‘foreign’ offices still very small. As a result, it was Dutch support staff that tried to guide and to serve the growing number of offices outside the Netherlands, and there was a complete lack of any system to align management, reporting, strategy and operations of all of these offices.

Moreover, the Board of Deerns in the Netherlands found itself in the dual responsibility of managing the Dutch business and overseeing the activities of its ‘sister’ offices abroad. The need had thus become evident to adapt the organisational structure of the Deerns Group to the development the Group has undergone over the last decade.

Deerns Annual Report 2011

Preparations for these structural adaptations were made in 2011: • The legal entity ‘Deerns Groep BV’ was assigned the role of corporate holding company, and the formation of a Group Executive Board and a small number of Group support staff members were prepared; • The shares in the two German entities Schmidt Reuter and P2B still held by the local managers were transferred to Deerns on 1 January 2012; • With the current supervisory entity, the ‘Stichting Administratiekantoor Deerns Groep BV’, both these organisational changes and its own future were discussed, leading to the conclusion that in the near future a formal Supervisory Board be substituted for this governance foundation; • Preparations for the required legal adaptations and a host of associated fiscal and notarial issues for the transition to the new organisational framework were made.

By the end of the year, not all preparations for these modifications had been completed, but the perspective on the new organisational structure had been clarified to and shared by those involved: certificate holders, top management and the international management team had been prepared, and financial and strategic barriers, especially in Germany, had been taken down.

The adapted management structure and distribution of leadership roles are laid out on page 54 and 55.

Activities Not Reflected in the Annual Figures The following events occurring after balance sheet date are noteworthy: • After the closing of the year, Deerns acquired an Italian engineering consultancy firm, Hilson Moran Italia SpA (Milan, 30 March 2012, approx. 35 staff). This acquisition was paid from Deerns’ cash flow. It is foreseen that this company will require some working capital in 2012 and will yield a more or less neutral operational result over the year.

• As this report is written (early April 2012), Deerns is involved in negotiations for the acquisition of assets of an insolvent engineering consultancy in southern Germany (29 staff) for an insignificant sum. Should this transaction be realised, a limited positive or negative operational result is to be expected from it in 2012. As is the case with the above Italian acquisition, a limited injection of working capital will be needed, which can, as in the above case, be provided effortlessly from the Deerns Group’s cash reserves.

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Figures 2011 per Operating Company (rounded, € mln) Business Unit Deerns Raadgevende Ingenieurs BV Schmidt Reuter I.P.u.B. GmbH P2B GmbH Deerns France SASU Deerns UK Ltd Deerns España SA Deerns America LLC Central Outlay, Deerns Groep BV

Total Deerns Groep BV

*

Rijswijk Cologne Berlin Paris London Barcelona Denver Rijswijk

Revenue

Operational Result

39.0 7.9 3.7 1.2 0.2 0.0 0.3 0.0

3.1* 2.1 1.2 0.3 - 0.4 - 0.0 - 0.4 - 0.2

52.18

5.75*

Excluding an extraordinary income item of € 565,000.

‘Deerns opened a new office in London. The small, high-calibre team has rapidly expanded to a team that can serve clients in the UK and elsewhere in Europe’

Staying on course

30

Part 3 Governance

Report of the Foundation Board The external members of the Board of the shareholding entity of Deerns Group, the foundation ‘Stichting Administratiekantoor Deerns Groep BV’, play an informal supervisory role as Deerns does not have a formal Supervisory Board. The institution of such a formal supervisory body is foreseen for 2012.

The Foundation Board was composed as follows in 2011:

presence of Deerns’ legal consultant, AKD solicitors.

The plans for the underlying legal adaptations including treatment of the shareholdership were extensively discussed.

In various meetings throughout the year, potential acquisitions were discussed. Developments in the various international markets were discussed on several occasions.

Risk Management • Paul Smits, chairman (member since 2007), external • Mirjam Nouwen (member since 2011, successor to Tom Rövekamp), external • Vacancy, external • Jan Karel Mak, internal • Sjoerd Hora Siccama, internal • Alex Jansen, internal In 2011 the Foundation Board met with the Board of Deerns Raadgevende Ingenieurs BV seven times.

Two of these meetings were followed by a combined meeting with Deerns’ external Advisory Council. The following topics were addressed during one or more of these meetings.

In July, the introduction of and migration to a new ERP system were discussed, including its impact on the Firm worldwide. In the December meeting, a brainstorm session with the Board took place on the subject of risk management in the broadest sense.

Management During and in between various meetings the composition of a future Deerns Group Executive Board was discussed. The external Board members were introduced to a number of support staff managers: ICT, Finance (see above) and Communications, as well as to some of the future Group Executive Board members.

The role distribution within the Board of Directors of the Dutch entity was also reviewed.

Finance Deerns engaged a new chartered accountant to audit its financial reports: after having been served by Ernst & Young for more than 15 years, for various reasons Deerns selected a new auditor, BDO (Ms Erna Bakker RA, Ms Nike van Nuland RA). This transition was discussed as well as this new accountant’s audit report. The 2010 annual figures were on the table in the April and May meetings. This and other financial items during the first half were discussed with the Board in the presence of an interim financial manager (Mr Robin Sneeuw). The first half year’s outcomes were discussed in the July meeting. The selection and introduction of a new permanent Financial Manager were also on the agenda; the external Board members met with this new manager, Roel Rooskens, for the first time in September.

In each meeting, the financial performance of the Firm was discussed, with special attention being paid to the consistency of interim reporting.

Strategy The Firm’s new 2011-2014 Business Plan was extensively discussed in April. Based on this, the Foundation Board advised on structural adaptations to the organisation of the Deerns Group; in the November meeting, a new Group structure was discussed in the

Deerns Annual Report 2011

Composition of the Foundation Board Tom Rövekamp resigned after a very long period of active involvement in the development of the Deerns Group, in which he focused on its financial health; we owe him thanks for his many years of lucid and wise contributions. He was succeeded by Mirjam Nouwen, who is also a financial specialist. It was decided to leave the third post open in anticipation of the formation, probably in 2012, of a formal Supervisory Board to replace the ‘Stichting’; its future members will have different responsibilities.

Opinion on the Firm’s Performance The Foundation Board is of the opinion that it has an adequate view of the performance and leadership of the enterprise. Based on this view, the Foundation Board is confident that the Firm is developing well, maintaining its financial health even in difficult economic times while prudently but consistently pursuing its international development strategy.

31

Corporate Social Responsibility It is part of our mission to contribute to a sustainable environment. We do so through our development of forward-looking, innovative and efficient concepts for the building services and energy provision of our clients. We also continue to make progress in our own business processes, however. Here big measures are important that directly and substantially contribute to CO2 emissions reduction, but we also want to keep a close watch on smaller items, such as making sure the lights are out in empty offices or carefully judging whether a business trip really needs to be made.

In our view, sustainable development implies providing for today’s needs without compromising the ability of future generations to provide for theirs. Sustainable development is the overarching societal criterion for our corporate behaviour. We are aware of the impact on society, economy and the environment of the way we manage our business. We therefore seek to integrate the principles of social responsibility into our business processes and advise our clients on methods to limit their impact on the environment.

Another aspect of our corporate social behaviour we deem important is our ambition to attract talented professionals from anywhere in the world, irrespective of whatever their personal background may be.

We contribute to a comfortable, sustainable and secure built environment. Sustainable building helps reduce the adverse impact of man on the environment and improve the quality of life. We are aware of the major contribution consulting engineers can make to sustainable building, and we therefore communicate about our work on a regular basis to raise awareness, aiming to involve all stakeholders in that dialogue.

Our Offices We take measures to conserve energy in our office buildings and use renewable energy as much as possible. Moreover, we reduce the consumption of material resources as much as possible; in our case this is primarily paper. The paper we use has been produced in a sustainable manner.

• In our restaurant we offer ever more biologically produced food and wherever possible we apply large-volume packaging to minimise the amount of packaging waste.

Our Business Travel By far the largest part of our CO2 footprint is determined by our travel mileage. The measures we have taken in this area are primarily focused on reducing the number miles travelled and on CO2 reduction per mile.

• In the Netherlands we promote the use of public transportation via the ‘NS (Dutch Railways) Business Card’ programme.

• We have joined the initiative of a number of organisations to provide a market incentive to the development of electric vehicles, and signed up for the procurement of at least 10 electric cars in the coming three years. The first of these – three Nissan Leaf cars – have been commissioned this Autumn.

Our Work Since 1928 we have been developing sustainable solutions for many clients. Our energy concepts remain by far the largest lever to CO2 emission reduction. We therefore set ourselves a design target, stating that at least 20% of the relevant projects we carry out in a year must be at a sustainability level that will make them eligible to an acknowledged certification.

‘Sustainable development is the overarching societal criterion for our corporate behaviour’

• In our head office in Rijswijk we have applied low-energy T5 lighting by using special adapters allowing us to continue the use of the existing fixtures (waste reduction).

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Part 3 Governance

Measurements and Certifications

Support of Social Causes

Deerns’ CO2 footprint is a standard for the measurement and management of CO2 emission that takes into account all direct greenhouse gas emissions (scope 1), all indirect emissions resulting from the use of energy procured (scope 2), and indirect emissions resulting from the use of procured materials, from transportation for Deerns purposes by vehicles not owned or managed by us, etc (scope 3). That footprint has now been determined in conformity with the guideline of the ‘CO2 Performance Ladder’ (see below), and amounted to approx. 4,275 kg per fte in 2011, which is again 1% less than in the previous year. As in the past year the main cause lies in a reduction of business travel.

CO2 reduction is one of our most important Corporate Social Responsibility goals and forms part of our ambition to behave as a good corporate citizen.

Deerns also supports other initiatives aimed at meeting relevant social goals. Below is a selection from the more than twenty causes that are supported in the Netherlands annually.

External CO2 and Environmental Certification The certification firm SGS audited and certified Deerns in 2011 for the ‘CO2 Performance Ladder’. This system, developed by the Dutch Railway management authority ‘Prorail’, has five performance levels, with Level 5 representing the highest score. Deerns has achieved Level 4. Prorail uses this certification system to evaluate the sustainability efforts of its suppliers: the higher the score, the higher the fictional reduction of a tenderer’s offered price. Level 4 is commensurate with a fictional reduction of 7%. (Currently, only Prorail uses this method to promote sustainability, but it is expected that soon the Dutch Corps of Engineers (Rijkswaterstaat) and the Dutch Public Buildings Service (Rijksgebouwendienst) will also adopt it.) Since the CO2 Performance Ladder is only used in the Netherlands, Deerns has begun to apply for a certification according to ISO 14001, the international standard for the certification of environmental management systems.

Deerns expects to receive an ISO 14001 certificate in the course of 2012.

Internal Audit: ‘Deerns Multiplier’ The largest impact we create in CO2 reduction is through sustainable energy concepts in our projects.

To express this we have developed the ‘Deerns Multiplier’. This factor indicates to what extent we conserve CO2 for our clients over the average lifetime of their building service facilities (25 years) compared with legally mandated performance standards, versus our own footprint.

The Deerns Multiplier amounted to 575 last year: the sustainable solutions designed in 2011 resulted in a CO2 reduction of over 825,000 tonnes, more than 575 times as much as Deerns’ annual output.

Deerns Annual Report 2011

• Living Daylights Foundation: promotes the proper application of daylight in the built environment (main sponsor).

• Solar Team Twente: financial support to the Solar Team Twente aimed at the development of a Solar Car (with which a 3000 kilometre trip was made through Australia).

• YES!Delft: the university incubator that promotes entrepreneurship in the technical field and supports its development in all phases; inspiring students, professionals and scientists to become entrepreneurial it provides practical solutions to starting and developing new companies (2011 contributions: financial support plus co-organisation of a study trip to New York).

‘We conserve energy in our office buildings and use renewable energy.

Moreover, we reduce the consumption of material resources’

33

CO2 emission (tonne)

CO2 emission (tonne/fte) 2009

2010

2011

2009

2010

2011

2011 versus 2010

scope 1 Car travel (business) Natural Gas Air conditioning

886.0 62.1 10.2

764.4 65.2 10.3

708.0 57.7 10.0

2.49 0.17 0.03

2.25 0.19 0.03

2.10 0.17 0.03

-6.4% -10.7% -2.1%

scope 2 Electricity use Air travel

171.1 136.0

157.7 113.8

131.4 159.3

0.48 0.38

0.46 0.33

0.39 0.47

-15.8% 41.5%

scope 3 Other public transport Paper consumption Water consumption Car travel (commuting)

5.1 12.4 0.6 346.4

13.3 11.1 0.5 330.8

9.8 9.9 0.6 351.8

0.01 0.03 0.00 0.97

0.04 0.03 0.00 0.97

0.03 0.03 0.00 1.05

-25.5% -9.9% 9.3% 7.4%

1,629.8

1,467.2

1,438.4

4.58

4.32

4.27

-0.9%

Total

Overview travel-related CO2 footprint 2009 – 2011

2009

2010

2011

Air Road (business) Public transport (business)

893,898 4,023,554 79,122

818,684 3,480,486 204,972

976,522 3,158,776 151,002

-157,838 321,710 53,970

Total business travel

4,996,574

4,504,142

4,286,300

217,842

Travel kilometers

Reduction compared to 2010

Staying on course

34

Part 3 Governance

• Sponsorship dinner of the ‘Isala Klinieken’ hospital.

• Annual sponsorship gala dinner Red Cross The Hague.

• Alpe d’HuZes (cycling up Alpe d’Huez at least six times on one day to support the KWF cancer research fund; our two cycling staff members were Marcel Gelton and Ted Peters).

• Prinses Christina Concours, national competition for young musical talents.

• The Library for the Blind Visio (The Hague).

• The four-in-hand horse team of Harry de Ruiter’s stables.

• The International Koninklijke Holland Beker Rowing Regatta in Amsterdam and membership of the Business Club of Dutch Rowing (Koninklijke Nederlandsche Roeibond).

• Membership and Board membership of ‘The Green Cause/the Green Business’ (‘De Groene Zaak’); of ‘Green Building Councils’ and similar organisations in the Netherlands, Germany, France, USA; of the Association of Environmental Professionals (Vereniging van Milieuprofessionals, the Netherlands); and of the European Network of Environmental Professionals (Brussels).

CO2 reduction In Deerns’ projects compared to the Deerns CO2 footprint for 2011.

D

Deerns CO2 emission 2011 Deerns Multiplier When combined, the sustainability solutions in our projects have resulted in a CO2 reduction of 600,000 tonnes in 2011, which equals 577 times the annual emission of Deerns.

Deerns Annual Report 2011

35

Human Resources It is a platitude to state that within our Firm our staff members are our only relevant assets. The proof of the pudding is in the eating, however: all new staff members, when asked about their first impressions two months or so after their start, confirm that we are a firm community of dedicated, well cooperating and mutually supportive professionals, who get all the opportunities they need to fully develop their talents and satisfy their ambitions in a temperate and responsible environment.

Illness absence time in the Netherlands went down from 4.6 % (total absence) over 2010 to 4.3 % over 2011. In the offices outside the Netherlands illness absence was below these numbers (in Germany: 3.4%). With the Dutch works council productive discussions were conducted again in 2011 about all relevant staff policy affairs. Within the framework of discussions about the collective salary increase per 1 January 2012, special attention was given to the correlation between collective salary development and the development of consumer prices over the last decade.

We acquired a reputation as an attractive employer in the job market by offering useful and instructive internships and thesis work, by recruiting via employers’ days at technical universities, career events, sponsorships of students’ organisations and corporate incubators, etcetera. Our websites also play an important role as a recruitment tool. We are nonetheless aware of the need to keep up investments in our reputation as an innovative consultant and as an attractive employer. We do so by, among other measures, further diversifying the influx of talents.

Continuous attention is paid to realising the structural professional development of our staff members via career development programmes that entail a logical stepwise offering of training and education. We invest in the development of leadership potential by offering, e.g., advanced consultancy training programmes to selected top talents. Thanks to the internationalisation of our Firm and our order portfolio we also enjoy the benefit of being able to offer international career paths.

Here we strive for an inspiring and profitable movement of experience and talent within the different international market segments and Firm offices.

‘We are a firm community of dedicated, well cooperating and mutually supportive professionals’

About half of the staff turnover in the Netherlands consisted of retirements and departures initiated by the Firm, the other half being voluntary departures (23 persons). Outside the Netherlands most of the staff movements were inward. Total staff size (full-time equivalent) went up from 454 on 1 January 2011 to 500 on 1 January 2012 (excluding temporary staff: 420 and 463, respectively).

Staying on course

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Part 4 Annual Figures

‘In the past year we made substantial progress towards our business objective – to be a premium engineering and consulting Firm with a strong international reputation and presence’

Deerns Annual Report 2011

Pa 4

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art

Annual Figures Consolidated balance sheet Consolidated profit and loss account Consolidated cash flow statement Notes to the consolidated balance sheet Notes to the consolidated profit and loss account

Staying on course

38

Part 4 Annual Figures

Table 1

Consolidated balance sheet as per 31 December 2011 Assets (x € 1,000)

31 ––12 –– 2011

31 ––12 –– 2010

Fixed assets Tangible fixed assets Other fixed assets

1,794

2,011

65

91

2,235

2,100

Financial fixed assets Participation in affiliated companies Current assets Work in progress Receivables Trade debtors Receivables from associated companies Taxes and social security premiums Other receivables

Cash and banks

Total assets

Deerns Annual Report 2011

11,633 132 116 843

9,072 307 132 1,050 12,724

10,562

7,085

5,475

23,903

20,240

39

Equity and liabilities (x € 1,000) Group equity Shareholders’ equity Minority interest

31 ––12 –– 2011

10,191 1,248

31 ––12 –– 2010

7,490 759 11,440

Provisions Deferred taxes Other provisions

470 –––

8,249

144 200 470

Short-term liabilities Trade creditors Amounts owed to associated companies Taxes and social security premiums Other liabilities

Total liabilities

1,905 1,419 4,205 4,464

344

1,962 2,696 3,458 3,531 11,993

11,647

23,903

20,240

Staying on course

40

Part 4 Annual Figures

Table 2

Consolidated proďŹ t and loss account for the year ended 31 December 2011 (x â‚Ź 1,000)

2011

Net sales Movements in work in progress Revenues

52,044 135

Cost of work contracted out Other external expenses Personnel expenses Depreciation Other operating expenses Total operating expenses Operating result

3,364 775 28,864 178 12,684

Financial income and expense Result before taxation Taxes on income

Income from participations in group and associated companies Result from ordinary activities after taxation Minority interests

Net result

Deerns Annual Report 2011

2010 44,833 812

52,179

45,645 2,832 595 26,488 823 10,534

45,865 6,314

41,272 4,372

- 66 6,248

- 80 4,293

-1,925 4,323

-1,182 3,110

-217 4,106

81 3,191

-839

-346

3,267

2,846

41

Table 3

Consolidated cash flow statement (x € 1,000)

2011

2010

Cash flow from operating activities Operating result

6,314

4,372

744 126 -13

888 -396 –––

Changes/modifications for: Depreciation Movements in provisions Currency differences

Movement in working capital: Inventories Receivables Short-term liabilities (banks excluded)

-135 -2,162 246 -2,051 5,120

Cash flow from operating activities Payment of result of financial income and expenses Payment of taxes on income Minority interests

-812 -449 1,936

- 66 -1,925 -567

675 5,539 -80 -1,182 -100

-2,558 2,563

Total cash provided by operating activities Cash flow from investment activities Investments property, plant and equipment Decrease financial fixed assets Disposals of property, plant and equipment Total cash used in investing activities

-954 26 425

Cash flow from financing activities Dividend Corrections Total cash used in financing activities

-450 –––

-1,362 4,177

-737 198 54 -503

-484

-550 -30 -450

-580

Movement of cash funds

1,609

3,112

The movement of funds is as follows: Balance as at 1 January Movement for the year

5,475 1,609

2,363 3,112

Balance as at 31 December

7,085

5,475

Staying on course

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Part 4 Annual Figures

Table 4

Notes to the consolidated balance sheet as per 31 December 2011 Assets (x € 1,000) Fixed assets Tangible fixed assets Balance as at 1 January 2011 Costs Accumulated depreciation Book value

7,694 -5,683

2,011

Movements in book value: Actual cost investments Depreciation Acquisition value of disposals Depreciations of disposals Currency differences Balance of movements

954 -744 -2,478 2,053 -2

Balance as at 31 December 2011 Costs Accumulated depreciation Accumulated currency differences Book value

6,159 -4,363 -2

Financial fixed assets Participations in affiliated companies Participation in Bouw Commissioning Nederland B.V. (50%) Participation in Yxion Deerns Pharma B.V. (50%) Participation in Schmidt Reuter Telematic Consult GmbH (65%), indirect interest Participation in Deerns Naco B.V. (50%)

Deerns Annual Report 2011

-217

1,794

31 ––12 –– 2011

31 ––12 –– 2010

––– 9

1 22

30 26

30 38

65

91

43

Assets (x € 1,000)

31 ––12 –– 2011

31 ––12 –– 2010

Work in progress Work in progress

2,235

2,100

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

3,477 -1,242

2,473 -373

2,235

2,100

12,273 -640

9,910 -837

11,633

9,072

18 113

238 70

132

307

116

132

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

478 1,464 403.103 403403 271 87 ––– 2,693 67 12

7,085

5,475

Current assets

Receivables Trade debtors Trade debtors Provision for bad debts

Receivables from associated companies Receivable from Deerns Naco B.V. Receivable from Bouw Commissioning Nederland B.V.

Taxes and social security premiums Deferred tax asset Cash and banks ABN AMRO Bank N.V. Kreissparkasse Köln AG Deutsche Bank AG HypoVereinsbank AG Banque HBSC Rabobank ING Bank N.V. Other banks Cash

Staying on course

44

Part 4 Annual Figures

Table 4 continued

Notes to the consolidated balance sheet as per 31 December 2011 Equity and liabilities (x € 1,000) Minority interest Minority interest in P2B GmbH Minority interest in Schmidt Reuter GmbH Minority interest in Deerns France SASU

Provisions Deferred taxes Other provisions

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

Taxes and social security premiums Value added tax Wage tax Corporate income tax Pensions

Other liabilities Other payables Personnel expenses Commissions payable

Deerns Annual Report 2011

31 ––12 –– 2011

31 ––12 –– 2010

296 858 94

128 631 –––

1,248

759

470 –––

144 200

470

344

1,905

1,962

809

1,447

610

1,248

1,419

2,696

1,711 669 1,324 500

1,746 694 1,018 –––

4,205

3,458

896 1,854 1,714

589 1,697 1,246

4,464

3,531

45

Table 5

Notes to the consolidated profit and loss account for the year ended 31 December 2011 (x € 1,000)

2011

2010

Net sales Net sales

52,044

44,833

Geographical segments analysis The Netherlands Germany Other

38,839 11,610 1,596

34,973 9,435 424

52,044

44,833

135

812

3,364

2,832

474 175 127

300 240 56

775

595

23,794 3,602 1,467

21,825 3,306 1,356

28,864

26,488

23,794 –––

22,282 -456

23,794

21,825

354

369

Movements in work in progress Movements in work in progress Cost of work contracted out Cost of work contracted out Other external expenses Travel and reimbursement of expenses Costs of reproductions Other external expenses

Personnel expenses Wages and salaries Miscellaneous social security premiums Pension contributions personnel

Wages and salaries Salaries and wages Re-charged salaries and wages

Directors' remunaration

Average number of staff members During the year 2011 on average 480 staff members were employed on the basis of a full time contract of service (2010: 446).

Staying on course

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Part 4 Annual Figures

Table 5 continued

Notes to the consolidated profit and loss account for the year ended 31 December 2011 (x € 1,000)

2011

2010

Depreciation of tangible fixed assets Depreciation of tangible fixed assets

178

823

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

744 -566

888 -64

178

823

4,776 2,297 2,019 2,704 888

2,461 2,226 1,819 2,730 1,297

12,684

10,534

3,440 1,336

1,450 1,011

4,776

2,461

53

34

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

Other operating expenses Hired capacity Other personnel expenses

Auditors’ remuneration

Deerns Annual Report 2011

47

(x € 1,000) Financial income and expense 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 Profit / loss of P2B GmbH (correction previous year) Profit / loss of Deerns Naco B.V. Profit / loss of Schmidt Reuter GmbH (correction previous year) Profit / loss of Bouw Commissioning Nederland B.V. Profit / loss of Yxion Deerns Pharma B.V. Profit / loss of Deerns España SL

Minority interests Minority interest in P2B GmbH Minority interest in Schmidt Reuter GmbH Minority interest in Deerns France SASU

2011

2010

- 66

- 80

-728 -193 158 -1,163

-869 132 -10 -436

-1,925

-1,182

-30 -12 -151 -10 -13 -1

79 7 ––– -5 ––– –––

-217

81

-240 -505 -94

-87 -258 –––

- 839

- 346

Staying on course

48

Part 5 Outlook 2012

Marten Valk Senior Specialist Building Physics

‘With the expansion of our building physics portfolio, more emphasis is being put on the living and working environment within buildings. A healthy place to live and work is becoming the standard reference in building design. A balanced combination of welldesigned technical installations, good building physics features and organisational aspects will ensure an optimal outcome. A good understanding of the clients’ expectations and the capability to think beyond the standard solutions are the key. Because Deerns has a pragmatic approach, we sometimes sit at the table even before the architect joins in.

With the challenge of improving comfort while decreasing energy consumption, our role will further increase with sustainable renovation and building projects in the years to come.’

Deerns Annual Report 2011

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art

Outlook 2012 Outlook 2012

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50

Part 5 Outlook 2012

Outlook 2012 View on Existing Offices In the largest European market, Germany, the prospects are good. Although governmental authorities restrict building activities due to budget cuts and private investments are sometimes hampered by lack of financing, our order portfolio is reassuringly full, and our reputation is still rising. Our greatest challenge in Germany is recruiting enough talented staff, i.e. technical professionals with the right communication and consulting skills; competition in the job market, not just with other engineering firms but primarily with industrial employers, is fierce. If a German firm with the right characteristics in terms of quality, style, size and office locations would be available for acquisition, this could be a solution.

Although in the Netherlands, too, the supply of technically educated professionals is alarmingly low, here we also have to deal with a lacklustre market.

Public spending on infrastructure (both real estate and transportation) is down, many major private developments have been halted or cancelled due to financing problems, the housing market is in a deep trough, and in office real estate there is a surplus of 14% in floor space. These circumstances jointly lead to a strongly reduced demand for engineering services as well as to a large rise in supply, despite the staff cutbacks made by many of our competitors. Though much of this services supply is in a different quality and experience category, the phantasy prices offered in project proposals do tempt some clients to take their bets. Many of them must take their loss afterwards, or sometimes even resort to asking us halfway their project to provide supervision, second opinions, rework or a total re-engineering effort. As in 2011, we expect a significant contribution to the revenue in the Dutch offices from projects in Belgium, Russia and a few other countries. By enhancing operational quality, by a strong concentration on effective sales efforts, and by continuously looking for opportunities to diversify into adjacent product-market combinations, Deerns expects to maintain revenue and to improve results in the Netherlands.

The French market has been heavily impacted by the economic crisis that stopped speculative investments and brought down rental prices. The public sector managed to maintain a reasonable level of investments to support the real estate industry, but competition became more severe. Despite the difficult market situation, we expect a continued profitable growth in our Paris office. Overhead cost will be reduced as we move from our temporary rooms in a business centre in Neuilly-sur-Seine to a normal rented office,

Deerns Annual Report 2011

furnished according to our needs and standards, in downtown Paris. We aim for a gradual widening of our service scope in France, expanding our services to one or more of the market segments covered in the Netherlands. For the United Kingdom our plans are similar. Although the British economy is in dire straits, we experience sufficient demand from clients in the private sector, especially for our services at the higher end of technological complexity, to continue our investments in the development of this, our youngest, office. In London too, we foresee a removal from our current business centre location in Victoria to a normally rented office, in a location optimised for talent recruitment from the Greater London area.

As in our other offices, the London professional staff works on local projects but also for clients with projects in European countries where Deerns has no offices.

For our activities in the United States, 2012 will be a year of truth. After a number of years in which we invested in this market and ran up against a number of internal and external difficulties, we finally see a viable basis for profitable development. Though the depressed housing market in the US too puts a brake on our recruitment efforts, and though the economy in general was not conducive to major real estate investments, towards the end of the year we saw a number of encouraging signals from potential clients.

In some cases, we missed a prestigious project only due to the limited size we locally had on offer.

Our innovative approaches, engineering quality and references were highly appreciated. With a focus on data centres and airports, we will strive for a strong expansion in our Denver office and possibly elsewhere, by organic growth and, if possible, through an acquisition.

Regarding our small offices in Spain and in the United Arab Emirates, we will maintain passive: in Spain we will leave the infrastructure intact and ready, and in Dubai we will maintain the existing office location as a project support office for the airport design projects we carry out in the region.

51

General Strategy In 2012 too, Deerns will stay on course.

Central to the efforts of the Firm’s leadership are the following, as was the case in recent years: • Focusing on quality and dedication to client needs, based on a good understanding of their business processes; • Maintaining our strong position in our largest markets and further development elsewhere in Western Europe; • Carefully developing positions in other relevant regions; • 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 2012 are: • Building systems that will support the new Firm structure and its inner cohesion; • Stimulating further international business development based on successful interaction with selected architectural firms, real estate developers, international corporate clients, and partners in data centre development; • Carefully pursuing acquisitions: in the EU (in Germany to increase our presence, in Italy to complete our presence in the larger Western European markets) and in the USA (to achieve a more effective scale).

For one or two of these acquisitions Deerns may seek limited bank financing.

‘We have made structural adaptations and introduced a lean and logical Group organisation to assume key management tasks’

Expected Results If we successfully accomplish these tasks, then we will be able to meet our budget targets for 2012, despite the less than great economic perspectives in most of our markets. We are therefore cautiously optimistic regarding 2012 and expect a Group result that will be at the level of or above the 2011 outcome.

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52

Part 6 Personal Data

‘A speciďŹ c strategic goal for 2012 is to stimulate further international business development based on successful interaction with selected architectural firms, real estate developers, international corporate clients, and partners in data centre development’

Deerns Annual Report 2011

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art

Personal Data Management Organisation Chart Management in the Netherlands Addresses

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54

Part 6 Personal Data

Management Foundation Board Paul Smits

Mirjam Nouwen

Jan Karel Mak

Sjoerd Hora Siccama

Alex Jansen

Group Executive Board

Jan Karel Mak

Roel Rooskens

Lars Mostert

Olivier Severini

Erik Lousberg

CEO

CFO

Member

Member

Member

Group Support Staff

Melanie Stubbs (a.i.)

Roel Rooskens

Mirjam Pietersen

Michiel Cleij

Human Resources

Finance

Secretariat / Legal

Communications

Lars Mostert

Christian Lohoff

Erik Lousberg

Daan Eijgendaal

Sjoerd Hora Siccama

Marcel Schellekens

Alex Jansen

Germany (Cologne)

Germany (Berlin)

The Netherlands

The Netherlands

The Netherlands

The Netherlands

The Netherlands

Olivier Severini

Hans Hamer

George Pollock

Rob Nash Boulden

Bart Melis

Italy and France

UAE

UK

USA

Spain

National OfďŹ ces

International Practices

Daan Eijgendaal

Eric Stuiver

Wouter Kok

Carlos Garcia de la

Airports

Clean Technology

Data Centres

Noceda Data Centres

Deerns Annual Report 2011

55

Deerns Group

Organisation Chart Supervisory Board *

Executive Board

Deerns

Deerns in Germany:

Italy

• Finance • Human Resources • Communications • Secretariat / Legal

Deerns Group

Deerns

Deerns

Deerns

Deerns

Deerns

The Netherlands

UK

America

France

Spain

• P2B, Berlin • Schmidt Reuter, Cologne

Airports Clean Technology Data Centres

*

To be established; currently Foundation Board.

Staying on course

56

Deel 6 Personal Data

Management in the Netherlands Regional offices

Aad Bijl

Johan van Gerven

Ted van Loosbroek

Ton van Rooijen

Gerard Kluivingh

Maastricht

Eindhoven

Nijmegen

Amsterdam

Groningen

Business units in Rijswijk ‘Head Office’

Jan-Willem van Rijen

Wim Buters

Anke Matijssen

Xavier Crolla

Peter Klaassen

David Wesdorp

Daan Eijgendaal (a.i.)

Health Care

Laboratories,

Airports

Public & Commercial

Building Exploitation &

Research, Building

Building User

Real Estate

Management

Physics & Energy

Equipment

Industrial & Telecom

‘Our energy concepts remain by far the largest lever to CO2 emission reduction.

We have been developing sustainable solutions for many clients since 1928’

Deerns Annual Report 2011

Deerns Group

Addresses The Netherlands

France

United Kingdom

Amsterdam Constellation Building Stationsplein N- O 428 1117 CL Schiphol PO Box 75153 1070 AD Amsterdam +31 (0)88 – 374 0240 amsterdam@deerns.nl

Paris 30, rue Notre-Dame des Victoires 75002 Paris +33 (0)1 – 70 91 75 50 group@deerns.fr

London 111 Buckingham Palace Road London, United Kingdom SW1W 0SR Londen +44 (0)20 – 7340 8560 london@deerns.com

Eindhoven Klokgebouw 125 Strijp-S Terrein 5617 AB Eindhoven PO Box 1009 5602 BA Eindhoven +31 (0)88 – 374 0220 eindhoven@deerns.nl

Berlin Helmholtzstraße 2 – 9 10587 Berlin Stubenrauchstr. 16 D-14482 Potsdam +49 (0)30 – 3980 1920 office@p2b-berlin.de www.p2b-berlin.de

Groningen De Deimten 11 9747 AV Groningen PO Box 1540 9701 BM Groningen +31 (0)88 – 374 0200 groningen@deerns.nl

Köln Graeffstraße 5 50823 Köln +49 (0)221 – 574 1201 info@schmidtreuter.de www.schmidtreuter.de

Maastricht Adelbert van Scharnlaan 170b 6224 JX Maastricht +31 (0)88 – 374 0210 maastricht@deerns.nl

Italy

Germany United States

Nijmegen Toernooiveld 300 6525 EC Nijmegen PO Box 31269 6503 CG Nijmegen +31 (0)88 – 374 0230 nijmegen@deerns.nl Rijswijk Fleminglaan 10 2289 CP Rijswijk PO Box 1211 2280 CE Rijswijk +31 (0)88 – 374 0000 contact@deerns.nl www.deerns.nl

Milan Corso Sempione, 66 / 68 20154 Milaan +39 (0) 2 – 36167 888 milano@deerns.it

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

United Arab Emirates Dubai PO Box 282664 Gold & Diamond Park +971 (0) 4 – 341 80 80 info@deernsme.ae www.deernsme.ae

Denver 3110 16th Street Suite #1200 Denver, CO 80202 +1 (602)722 – 2677 info@deernsamerica.com www.deernsamerica.com

Rijswijk Fleminglaan 10 2289 CP Rijswijk PO Box 1211 2280 CE Rijswijk +31 (0)88 – 374 0000 contact @ deerns.nl www.deerns.com