Annual Report 2007 Enterprise Today While Thinking of Tomorrow

Financial calendar

28/04/2008 Ordinary General Meeting Annual report 2007 20/08/2008 Board of Directors meeting – results to end of 6/2008 Summary 08/12/2008 Board of Directors meeting – 2009 budget 25/03/2009 Board of Directors meeting – 2008 results and proposed appropriation of the results 27/04/2009 Annual General Meeting

Composition of the portfolio p.1

Enterprise today Message to the shareholders p.3

while thinking Organisational structure p.4

of tomorrow Information on the shareholdings

12, rue Léon Laval - L- 3372 Leudelange Main listed shareholdings p.6 Tel.: +352 420 947 - Fax: +352 425 462 e-mail: contact@luxempart.lu www.luxempart.lu Private Equity p.16 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Financial calendar

Composition of the portfolio p.1

Enterprise today Message to the shareholders p.3

while thinking Organisational structure p.4

of tomorrow Information on the shareholdings

12, rue Léon Laval - L- 3372 Leudelange Main listed shareholdings p.6 Tel.: +352 420 947 - Fax: +352 425 462 e-mail: [email protected] www.luxempart.lu Private Equity p.16 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Consolidated key figures IFRS (International Financial Reporting Standards) 400 350

300 In € M 31.12.2007 31.12.2006 ∆ Equity capital – group share 751,99 587,50 28,0% Trend in prices and estimated values 250 Recurring result 13,71 11,41 20,2 200 In € Stock market price on Estimated value Capital result 43,45 18,63 ›100 31.12 on 31.12 400 150 Net result – group share 58,81 35,69 64,8 1992 29.75 39.79 1993 49.58 56.69 300 100 1994 68.91 65.94 € 1995 68.17 85.77 In 250 50 1996 158.03 123.97 Equity capital – group share per share 322,17 258,27 24,7 1997 195.84 156.79 200 0 Net result per share – group share 25,02 15,69 59,5 1998 221.86 192.51 1999 226.00 223.96 Consolidated recurring result per share 5,83 5,02 16,1 2000 266.00 255.44 150 Gross dividend per share 5,60 5,00 12,0 2001 148.00 207.74 2002 78.00 119.50 100 2003 100.00 161.47

2004 150.00 179.73 50 2005 183.50 247.40 2006 182.00 261.23 0 2007 245.00 352.00 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 Consolidated portfolio Trend for dividends 6 in estimated value at the end of March 2008 Financial Gross dividend/share Net dividend/ year (€) share (€) 1992 1.49 1.12 1993 1.74 1.30 5 Others 6,00 24,37% 1994 1.91 1.43 1995 2.13 1.59 SES 1996 2.38 1.78 28,01% 4 1997 2.68 2.01 5,00 1998 4.80 3.60 including the anniversary dividend 2.00 2.10 3 ATENOR and the ordinary dividend 4,00 3,22% 2.80 DEXIA UTOPIA 1999 3.08 2.31 0,47% 1,37% 2 2000 3.36 2.52 3,00 2001 3.36 2.69 2002 3.36 2.69 RTL GROUP 2003 3.55 2.84 1 10,14% CEGEDEL 2004 3.95 3.16 2,00 17,29% 2005 4.50 3.60 2006 5.00 4.25 ICP FOYER 2,90% 12,23% 2007 5.60 4.76 1,00 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Consolidated key figures IFRS (International Financial Reporting Standards) 400 350

LUXEMPART Poweo (1.1%) SES (2.7%) Foyer Finance (18.2%) Atenor (10.1%) Paul Wurth (11.0%) Société de Foyer S.A. (4.7%) IEE (9.8%) Radiodiffusion Dexia (0.1%) EUB (10.0%) (« DNR ») (8.1%) DS Care (30.0%) Quip AG (63.3%) NTVCapital fund I (€2.5M) NTVCapital fund II (€2.5M) LBO France (FCPR II) (€2.5M) Apax France VII (€2.5M) Defi Eurocap III (€2.5M) Consolis (€2.5M) Audiolux (99,5%) SES (0.6%) RTL Group (0.6%) Utopia (41.6%) XDC (2.9%) Luxempart-Energie (51,0%) Cegedel (30,4%) SEO (5,0%) Indufin (50,0%) Bartech (54.3%) All-Tag Security (13.2%) Office Development (TDS Acior) (25.0%) Alphamin Group (96.3%) Karl Hugo Development (48.0%) ETC (20.0%) Vellemann (23.1%) Rowies (75.0%) Preflexibel (66.7%) Waterleau (convertible bond) Vemedia Pharma (5.4%) Actief Interim (29.1%) Energy Media and Finance Property Private Equity communications development

Luxempart S.A. Annual report 2007 • 1 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 The 2007 financial year saw intensive activity and closed with excellent results

2 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Message to the shareholders

In a favourable economic context, but more difficult of shareholders and more specifically the protection of financially, Luxempart experienced intensive activity in minority shareholders. Following failures at first instance 2007 and closed the financial year with excellent results. and appeal levels, this outcome is an encouraging At the start of the 2007 financial year, it was decided to success. Luxempart closes the 2007 financial year by simplify the group structures and concentrate investments recording consolidated profit (group share) of € 58.81 within Luxempart. As the major shareholder of Audiolux, million compared to € 35.69 million in 2006. This increase Luxempart launched a public buy-back operation for of 64.8% is essentially due to the capital gain of Audiolux shares. Audiolux shareholders accepting the € 22 million generated/recorded on the sale of Voxmobile. offer were able to access a premium when collecting the The recurring result rose from € 11.41 million on cash as well as their proportional share of RTL Group and 31.12.2006 to SES shares. This operation was very successful among € 13.71 million on 31.12.2007. In accordance with the the public, to the point where Luxempart holds over 99.5% dividend growth policy, a proposal will be made to the of Audiolux’s capital today. Luxempart also disposed of General Meeting of Shareholders to pay a gross dividend its shareholding in Voxmobile while making a capital gain of € 5.60/share, which represents an increase of € 22 million. Luxempart participated in the foundation of 12%. of Voxmobile in 2003 and played an active role in its development up to the time of its resale to the telephony The Luxempart stock market price evolved from € 182 on operator Mobistar. Your company thus played its role in 31.12.2006 to € 245 on 31.12.2007, a rise of 34.6%. Since full as an industrial and financial facilitator in the Private 1 January 2008, Luxempart stock market prices resisted Equity field. well relative to the global decline in stock markets, thus reflecting the value potential. Once again in the Private Equity sector, Luxempart, together with the Belgian family holding company De Eik, Prospects for capital gains remain promising. created the Indufin Capital Partners (ICP) Sicar, which took over the portfolio of shareholdings held by Indufin SA. Prospects for Luxempart’s recurring result are excellent, This Sicar, dedicated to the development of Private Equity, and our main portfolio cie have announced dividends (to has the goal of holding a € 50 million portfolio in the initial be collected in 2008) that are significantly up compared stage, with a strategy of subsequently reaching with the previous financial year € 100 million. (SES +36%, Cegedel +10%, Foyer +11%, RTL Group +67%).

Luxempart increased the liquidity of its security by We coclude this message on these prospects for the disposing of shares held on a cross-shareholding basis, future by thanking the shareholders for their trust. We which are now reduced to 3.5% of the capital. also thank all our staff for their devotion and efficiency.

At the start of 2008, Luxempart invested in a company whose object is to establish an international operator active in the sector of nursing homes, as well as in François Tesch Gaston Schwertzer a German company that operates in temporary and Managing Director Chairman outsourcing work. These two business segments are viewed as profitable sectors in the coming years.

In the so-called “RTL Group” case involving Audiolux and other minority shareholders versus Bertelsmann and associates, the adjournment ruling by the Grand Duchy Court of Cassation of 21 February 2008 suspends a ruling until the EC Court of Justice has ruled on an interlocutory basis on the questions raised, in particular the equality

Luxempart S.A. Annual report 2007 • 3 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 The Board of Directors

The current composition of the Board of Directors is as follows:

Gaston Schwertzer François Gillet Chairman, Executive director Independent non-executive director

François Tesch Paul Meyers Managing Director, Executive director Independent non-executive director (up to 28 April 2008)

Alain Huberty René Steichen Executive director Independent Non-executive director

Jo Santino Frank N. Wagener Executive director Non-executive director

André Elvinger Pierre Drion Independent non-executive director Independent non-executive director (from 28 April 2008)

From left to right, Sitting: François Tesch, Pascale Finck (Secretary of the Board of Directors), Gaston Schwertzer, Paul Meyers. Standing: Jo Santino, François Gillet, Alain Huberty, René Steichen, Jacquot Schwertzer (Member of the Executive Committee) Absent from the photo: André Elvinger and Frank Wagener

4 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Executive Committee

François TESCH Jo SANTINO Member Chairman

Jacquot SCHWERTZER Alain HUBERTY Member Member

The Executive Committee

The Board of Directors has delegated the day-to-day management of Luxempart to the Managing Director. He is responsible for the implementation of the strategy decided by the Board of Directors. The Managing Director is assisted in his duties by the Executive Committee. The latter studies, selects and prepares investment files for submission to the Board of Directors. It can take investment and disinvestment decisions up to an amount decided by the Board of Directors. The Committee also ensures that the treasury is actively managed.

Luxempart S.A. Annual report 2007 • 5 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Information on the shareholdings Main listed shareholdings

6 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Mission statement

Luxempart is an investment company listed on Luxempart is: the Luxembourg stock exchange which manages • A growth relay for companies, and develops a portfolio of listed and unlisted • A professional shareholder with capital and specialist shareholdings, essentially in the fields of media skills. and communication, banking and financial services, energy, property development and private equity. Our ambitions: • To support the emergence of companies that are leaders in their business sectors, • To act as a relay for shareholders in the vicinity who wish to participate in the development of both local and regional companies through Luxempart.

Breakdown of the consolidated Luxempart portfolio in estimated value (as at March 2008)

Others 24,37% SES 28,01%

ATENOR 3,22% DEXIA UTOPIA 0,47% 1,37%

RTL GROUP CEGEDEL 10,14% 17,29%

ICP FOYER 2,90% 12,23%

Luxempart S.A. Annual report 2007 • 7 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 SES www.ses.com

Shareholding: 2.7% (direct) and via Audiolux: 0.6% In 2007, SES realised turnover of € 1,610 million, down (Luxempart holds 99.5% of Audiolux) slightly compared with the 2006 financial year, and a net profit of € 404 million, which was 7.3% lower than in the Activities previous financial year due to the rise in charges, particu- SES (Euronext Paris and Luxembourg Stock Exchange: lary attributable to financial charges. After the elimination SESG) is the 100 % owner of three satellite operators of exchange-rate effects and extraordinary items, recur- that are leaders in the industry: SES ASTRA in Europe, ring revenues have risen by 8.6% to reach € 1,597 million SES AMERICOM in North America and SES NEW SKIES, and the recurring EBITDA has advanced by 12% to which offer global cover and connectivity. The company € 1,126 million. also holds strategic stakes in SES SIRIUS in Europe, CIEL in Canada and QUETZSAT in Mexico. AMERICOM On 31 December 2007, the utilisation rates of the group’s Government Services supplies network and bandwidth satellite capacities were 76.5% compared with 75.0% on solutions to the US government and its contractors. 31 December 2006. The available capacity increased by Thanks to its fleet of 43 satellites in 33 orbiting positions, 44 relay stations, including 20 in the SES ASTRA segment SES offers satellite communication solutions throughout and 24 in the SES AMERICOM segment. The used capacity the world. rose by 49 relay stations compared with the previous year.

Key figures and outstanding events of The good results permitted to increase the dividend by the financial year 36.4%. In € M 2007 2006 ∆ Outlook Turnover 1,610 1,615 -0.3% The SES Group has planned the launch of 9 new satellites Recurring revenue 1,597 1,460 8.6% between 2008 and 2010. These satellites are intended to EBITDA 1,090 1,080 0.9% replace satellites whose capacity is limited and to acquire Recurring EBITDA 1,126 988 12.2% new capacity. Group share of net result 404 436 -7.3% The failure of the AMC14 satellite launch on 15 March 2008 will probably push down the growth forecasts for € In 2008, as announced on last 18 February, by over 6%. In Gross dividend per share 0.60 0.44 36.4% contrast, it should be possible to maintain the weighted Stock market price per 18.00 13.20 36.4% growth of 6% for the next two financial years, with an share EBITDA margin above 81% in the company’s infrastruc- Number of securities issued : 426,698,724 ture activities.

SES is the most important shareholding in our portfolio. We play the role of an active and involved shareholder which contributes to the company’s development. SES, the global leader in communication and media and which is an essential player thanks to its geographical presence, plays the primal role of technological pioneer in its sector.

8 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 The Foyer Group www.foyer.lu

Shareholding in Foyer Finance: 18.2% After increasing its shareholding in Foyer Patrimonium Shareholding in Foyer S.A.: 4.7% to 100%, Foyer S.A. prepared the merger of its two subsidiaries Foyer Patrimonium and Foyer Asset Activities Management in the second half-year. This merger Foyer Finance is a holding company which controls 80.7% was implemented on 1 January 2008, with Foyer of Foyer S.A. and 45.2% of Luxempart. Patrimonium absorbing the Foyer Asset Management Foyer S.A. is listed on the Luxembourg and Brussels firm. The new entity with enhanced skills will develop stock exchanges and operates in the insurance and asset asset management activities on behalf of a private and management sectors. institutional clientele.

Key figures and outstanding events of Outlook the financial year In the local market, the Foyer Group expects commercial development in line with the previous financial years. In € M 2007 2006 ∆ In international markets, the development of Foyer Turnover 334,08 298,78 11.8% International should continue at an accelerated pace. (gross written premiums) Increases in staffing in 2006 and 2007 and the multiple Non-Life 243,05 227,74 6.7% partnership contracts concluded should lead to a rise in Life 91,03 70,46 29.2% the underwriting of new business in 2008. However, the Group share of net result 76,07 77,37 -1.7% development of the Foyer Group’s result will continue to depend on technical hazards specific to the insurance Non-Life Insurance 63,74 66,56 -4.2% business and the evolution of markets which risk being Life Insurance 9,81 8,83 11.1% highly volatile in 2008. Asset Management 2,52 1,98 27.3%

In € Equity capital consolidated 51.15 45.89 11.5% per share Gross dividend per share 1.48 1.34 10.5% Stock market price per 48.40 52.00 -6.9% share

The consolidated net result (group share) amounts to € 76.07 million on 31.12.2007 compared to € 77.37 million in the previous financial year. The result on 31.12.2007 includes an exceptional capital gain on the disposal of the stake in Audiolux; the result on 31.12.2006 included an exceptional capital gain on the disposal of the The strength of the Foyer Group is its position headquarters building in Kirchberg. as leader in the Grand Duchy’s insurance market. The group’s strong reputation and The company recorded good technical results in 2007 the prospects for the future offered by Luxembourg in the EU financial sector are despite major claims due to the inclement weather in the key factors in its development strategy. The first half-year, and good financial results. combination of these two elements enables the Foyer Group to offer its clientele innovative and competitive products and services relative to those proposed by its competitors.

Luxempart S.A. Annual report 2007 • 9 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Cegedel www.Cegedel.lu

Shareholding via Luxempart-Energie: 30.4% The consolidated net result (group share) is Luxempart holds 51% of Luxempart-Energie € 61.5 million on 31.12.2007 compared with € 75.29 million on 31.12.2006. This 18.3% decrease is Activities mainly due to two non-recurring factors: on the one The Cegedel Group is the leading electrical energy hand, the posting of an exceptional capital gain of distributor in the Grand Duchy of Luxembourg and owns € 7.30 million linked to the Artelis/Cegecom transaction the most important transport and distribution network. in 2006, and on the other hand, the effect of including the Cegedel is extending its activities to sectors close to its difference in fair value on future commitments linked to core business such as the transport and distribution of financial derivatives in the context of trading activities, natural gas, renewable energies, combined heat and which had been particularly favourable in 2006, in the power generation and facility management through income statement as required by IFRS standards. Cegedel-Participations. Cegedel is also developing activities in the telecommunications sector via its Outlook subsidiary Artelis. Cegedel International sold its stake in At the initiative of its main shareholder, the State of the Wupperthaler Stadtwerke at a profit in 2007. Grand Duchy of Luxembourg, studies are underway on planned cooperation between Cegedel, Soteg and Saar Key figures and outstanding events of Ferngas. This cooperation, if it is approved, could also the financial year bring the companies closer together and lead to a merger or another form of cooperation. In € M 2007 2006 ∆ Equity capital 528,88 488,45 8.3% Turnover 337,46 331,24 1.9% Net result 61,5 75,29 -18.3 (group share)

In € Gross dividend per share 3.30 3.00 10.0 Stock market price per 112.00 88.00 27.3 share Number of securities issued : 6,725,000

As the most important private shareholder in Cegedel, our wish is to exceed the role of simple investor and to fully satisfy our mission as an active economic player. The energy sector in Luxembourg and Cegedel in particular are passing through a decisive moment in their development at present. In this context of strategic choices, we are making our solid financial and energy expertise available to Cegedel to assist it with this process.

10 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 RTL Group www.rtl-group.com

Shareholding via Audiolux: 0.6% The German market continues to be the biggest contri- butor to the group, and its EBITA has risen by 11.6%. Activities The M6 Group increased its EBITA by 4.9%, after the RTL Group, the leading European television and radio adjustment for the sale of TPS. group, holds shareholdings in 38 television channels and stakes in 29 radio stations spread across 10 countries. The production market (FremantleMedia) increased its RTL Group is also very active in the production field via its EBITA by 4.8%. subsidiary FremantleMedia, which produces over 10,000 hours of programmes per year. The English, Dutch and Belgian markets performed well.

Key figures and outstanding events of French radio regained its leadership position by winning the financial year more than 600,000 additional listeners in one year. In € M 2007 2006 ∆ Outlook Turnover 5,707 5,640 1.2% The improvement in the German economic environment EBITA 898 851 5.5% should continue to be favourable to the development of the Group share of net result 563 890 -36.7% RTL Group’s activities.

From a strategic viewpoint, RTL Group is continuing the In € development of its production of digital broadcasting as Gross dividend per share 5.00 3.00 66.7% well as efforts to diversify its revenues in order to boost Ordinary: 1.30 1.20 8.3% the share of income from outside advertising markets, Extraordinary: 3.70 1.80 n.a. whose low profile still continues to be a threat to the Stock market price per 80.75 83.50 -3.3% development of the Group’s revenues. share Number of securities issued : 154,787,554

RTL Group closed the financial year with a turnover of € 5,707 million, up by 1.2% compared with the previous financial year. Its profit before interest, tax and amortisation (EBITA) climbed by 5.5% to reach € 898 million. The net profit fell from € 890 million to € 563 million due to exceptional items, including a fine of € 96 million by the German anti-cartel office and a write-down on the goodwill.

In the so-called ‘RTL Group’ case involving Audiolux and its associates versus Bertelsmann and associates, the adjournment ruling by the Grand Duchy Court of Cassation of 21 February 2008 suspends a ruling until the EC Court of Justice has ruled on an interlocutory basis on the questions raised, in particular the equality of shareholders and more specifically the protection of minority shareholders. Following failures at first instance and appeal levels, this outcome is an encouraging success.

Luxempart S.A. Annual report 2007 • 11 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Atenor Group www.atenor.be

Shareholding: 10,1% The advance in the consolidated net result is explained by the positive contribution of € 28.55 million from the Activities sale of the PRESIDENT project (Luxembourg) and by the Atenor Group is a property development company listed on completion of work on PIXEL (Luxembourg) and the 100% the Euronext Brussels continuous market and included in leasing of its office space. the Next Prime index. Its mission is to contribute suitable responses to the new demands imposed by the evolution Despite the stock market downturn in the first quarter of urban and professional life, through its municipal of 2008, the share performed well and its current price planning and architectural approach. In this context, amounts to € 46.5 (closing price on 16/04/2008), up by Atenor Group invests in large-scale property projects 38.8% compared with 31.12.2006. which fulfil strict criteria in terms of location, economic efficiency and respect for the environment. Moreover, the announced negotiations regarding the disposal of its Private Equity activities have all been completed and Atenor Group has fully re-focused its activities on its core business: property development.

The Atenor Group portfolio currently comprises 10 property projects underway accounting for a total development space of over 300,000 m2 (compared with 6 projects and 175,000 m2 at the start of 2006). Its scope of action has been extended to include Central Europe.

Atenor Group has just launched three new large-scale property projects in Bucharest, Budapest and Namur.

Outlook Atenor Group forecasts that the 2008 financial year will be Key figures and outstanding events of positively influenced by the continuation of construction of the financial year the PRESIDENT project in Luxembourg. In the absence of unforeseen negative events, Atenor In € M 2007 2006 ∆ Group should achieve a result that will be at least equal to Consolidated equity capital 103,06 75,83 35.9% the 2007 result. Consolidated net result 35,41 13,63 ›100% Group share Total assets 239,00 232,21 2.9%

€ In After the disposal of its Private Equity Earnings per share 7.03 2.70 ›100% shareholdings, Atenor is concentrating all of its competencies towards the property Gross dividend per share 2.60 1.30 100.0% development sector. This renewed focus on Stock market price per 41.30 33.50 23.3% its core business was a decisive factor for us share during our entry into Atenor’s capital. In our view, Atenor now has all of the trump cards it Number of securities issued : 5,038,411 needs to create value for its shareholders.

12 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Utopia www.utopia.lu

Shareholding via Audiolux: 41.6% Outlook 2008 is promising in terms of the line-up of new films. Activities The return of franchises such as “Indiana Jones”, Utopia S.A. is a company that operates leisure centres “Harry Potter”, “Narnia” and “James Bond” should make made up of cinema auditoriums, restaurants and other 2008 an excellent year for cinema. leisure activities. The Utopia Group is continuing to reduce its consolidated Key figures and outstanding events of debt and in this context envisages a partial disposal of its the financial year property portfolio in the Netherlands. In € M 2007 2006 ∆ Audiolux has announced the launch of a takeover bid for Turnover 35,87 36,01 -0.4% the floating share of Utopia securities (17% of the capital) EBITDA 6,72 7,09 -5.4% at a price of € 25 per security. The prospectus for this Net result 0,67 0,25 ›100% takeover bid is being prepared.

In € Following the takeover bid, a withdrawal from the listing on the Luxembourg stock exchange will be requested. Gross dividend per share 1.44 - n.a. Stock market price per 17.15 15.43 11.1% share Number of securities issued : 1,050,818

In 2007, the Utopia Group sold 3.61 million cinema tickets, which represents a decrease of 4.5% compared with the 3.78 million tickets sold in 2006.

The consolidated turnover in 2007 is € 35.87 million, which represents a slight fall of 0.4% compared with the larger fall in audiences (-4.5%).

The consolidated net result shows a profit of € 0.67 million versus € 0.25 million in 2006.

A fall in cinema-going was generally felt everywhere in Europe during the 2007 financial year. A very sunny April which was not very favourable for cinema-going and a striking lack of profitable films during the final quarter meant that the excellent months of July and August were insufficient to re-establish the number of cinema-goers at a level comparable to the previous year.

Luxempart S.A. Annual report 2007 • 13 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Information about the shareholdings Unlisted shareholdings

14 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Paul Wurth www.paulwurth.com

Shareholding: 11,0% Outlook As the engineering capacities available at global level Activities are limited, Paul Wurth’s level of activity should remain Paul Wurth is an engineering company which mainly high during the 2008 financial year, despite a downward targets the steel industry and which can count on a correction of global economic growth prospects. On the portfolio of over 400 patented inventions. Paul Wurth is basis of the current order book and subject to all possible among the global leaders in the field of designing and unforeseen factors, the results expected at this stage for realising mechanical equipment, systems and procedures 2008 should be very satisfactory. for high furnaces and has state-of-the-art steelmaking technologies.

Key figures and outstanding events of the financial year The Group recorded strong growth in 2007. All of the key indicators are up: value of orders (+21.1%), turnover (+20.8%) and net result (+67.8%). These performances are essentially due to the buoyancy of global steelmaking, subsequent investment projects in all essential markets and sales prices evolving at high levels.

In € M 2007 2006 ∆ Equity capital 92,18 60,88 51.4% (group share) Value of orders 1,064.9 879,30 21.1% Turnover 412,57 341,63 20.8% Net result 33,55 20,00 67.8%

In € Gross dividend per share 420 200 ›100% In recent years Paul Wurth has become a global leader in engineering serving the steel industry. Today, Paul Wurth is taking full advantage of the buoyant situation in its sector, which had the effect of producing excellent results in 2007. The location of its headquarters in Luxembourg, which ensures it enjoys a multicultural environment, is a major asset for attracting and integrating the required expertise, which is essential for Paul Wurth’s global development.

Luxempart S.A. Annual report 2007 • 15 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 We are taking on our Private Equity investments long-term role as an industrial and financial facilitator

16 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Private Equity

The term ‘Private Equity’ covers investments made in - Or via Indufin Capital Partners S.A. SICAR: an unlisted companies. These investments can be made investment company that is 50% owned by Luxempart at different stages of a company’s development: both in tandem with a Belgian partner (De Eik N.V.). Indufin at its launch (seed capital and start up) and to finance essentially operates in Belgium in capital development growth (capital development). The term Private and buy-out operations. Indufin develops a partnership Equity also covers transactions to acquire majority relationship based on trust and a shared strategic stakes alongside management or a new generation vision within the companies in which it invests. of entrepreneurs (Management Buy-out or Buy-in). - Or via specialist funds that enable Luxempart to access These Buy-out operations permit the handing on of types of investment that require very specific skills or numerous family businesses faced with succession to access larger-scale operations via major European problems. funds. The investments made in LBO France and Apax meet these criteria.

Luxempart has developed strong expertise in the Private For their part, investments in NTVC I and NTVC II permit Equity field for many years. It derives support from a indirect investments at the early stage of a company’s dedicated team acting directly or works via Indufin, a life, while the stake in Defi Eurocap III has established a company specialising in this area. genuine partnership relationship that has translated into three co-investments to date. The 2007 financial year saw the Private Equity portfolio continue to grow: today, it accounts for 27.6% of the estimated value of Luxempart’s portfolio. The financial component during the acquisition of a shareholding is certainly of primal importance, but the chances of an Luxempart invests in Private Equity in three ways: investment succeeding are even greater when - Either directly: Luxempart makes direct investments in it is bolstered by a shared vision among the the Grand Duchy of Luxembourg and in nearby regions shareholders and a relationship of trust with insofar as Luxempart can contribute significant added management. Our passion for enterprise value through its local presence. Thus, Luxempart therefore allies itself with the talent of entrepreneurs so we can reach the same goal invested directly in IEE, EUB, DS Care and Quip AG of success. (in 2008) and in XDC via Audiolux.

Luxempart S.A. Annual report 2007 • 17 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Investment made via Audiocom, a 100% subsidiary of Luxempart:

International Electronics Engineering (IEE) www.iee.lu

Shareholding: 9,6% Key figures and outstanding events of the financial year* Activities In € M 2007 2006 ∆ IEE is a Luxembourg company that specialises in Equity capital 52,90 41,81 26.5% manufacturing and developing intelligent sensors for multiple applications multiples. These are used in the Turnover 171,66 155,15 10.6% automotive sector in particular, essentially in systems to Net result 11,94 9,47 26.1% detect vehicle occupants. IEE holds a leadership position in this field and supplies the biggest car manufacturers. * The financial year is from 1 October to 30 September These sensors notably make it possible to ensure that airbags are triggered appropriately and to detect The company produced 13.6 million sensors in 2007 whether passengers are wearing seat belts. The sensors compared with 9.9 million in 2006. manufactured by IEE are also used in the electronics sector in very sophisticated, specific applications, IEE closed its financial year on 30 September 2007 with its especially in telephony. turnover up by 10.6%. In the United States, IEE won major orders for a new generation of sensors dedicated to the The company employs over 1,200 people. It has R&D and automotive sector. customer service centres in Luxembourg, Seoul, Auburn Hills (Michigan, USA), Tokyo and Beijing. The production IEE is continuing to develop its activities in Asia with the sites are located in Echternach in the Grand Duchy, in opening of a production centre and a technology centre Kosice, Slovakia and in Langfang, China. in China which made it possible to sign contracts with local car manufacturers in what is proving to be a highly In July 2004, Luxempart participated in a takeover of IEE promising market. (Leveraged Buy-out operation), notably alongside Apax Partners and the management. The shareholding in Outlook IEE was subsequently transferred to Audiocom, a 100% Audiocom participated in an operation to restructure IEE’s subsidiary of Luxempart. debt and capital in January 2008.

The company is pursuing an innovation strategy in the automotive field and is keen to develop new markets. Thus, MMI (Man Machine Interface) solutions are being developed via its Lusense division. Its results prospects are favourable in 2008.

18 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Direct investment:

DS care

Shareholding (from February 2008): 29.6% Demand in healthcare for senior citizens in Europe is growing strongly due to population ageing. This growth Activities in demand for services, which are supplied by the public DS Care is a Luxembourg company which was recently service in the majority of European States, is generating set up by the companies Sinequanon, Defi Gestion and unprecedented pressure in this sector. Luxempart. DS Care’s object is to become a group that offers healthcare and accommodation to senior citizens in DS Care intends to offer high-quality services in this Europe, mainly in Italy and Germany. segment. DS Care is studying the acquisition of other nursing home mainly located in Italy, in close cooperation Key figures and outstanding events of with the local management. Several opportunities may the financial year also be analysed in Germany in the near future. DS Care Italia, the Italian subsidiary (Milan) of DS Care dedicated to consolidating the healthcare sector for senior citizens in Italy, has just acquired Argento Vivo, a retirement homes based in Milan and is about to finalize two other acquisitions in the same region. DS Care Italia envisages reaching 700 beds by the end of 2008.

In € M 2007 Number of beds 297 Equity capital 8,2 Turnover 12,2 EBITDA 1,7 EBIT 1,2

Luxempart S.A. Annual report 2007 • 19 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Direct investment:

Quip AG www.quip.de

Shareholding (from March 2008): 63.35% The S-UBG Group, Aachen, is an investment company which acquires stakes in the Aachen, Krefeld and Activities Mönchengladbach region. It currently manages a QUIP AG is a German company from the Aachen region portfolio of approximately € 70 million and has a which offers temporary work and outsourcing services in team of professionals in the Private Equity field. Its North-Rhine Westphalia. It looks after specific sections in shareholdership is made up of the regional Savings the manufacturing and assembly process for very varied Banks. clients. Key figures and outstanding events of QUIP distinguishes itself from its regional competitors the financial year thanks to its range of specialised offers and its pool of In € M 2007 2006 ∆ qualified labour available to its clients. The main business Equity capital 6,4 4,3 26.5% sectors targeted are the production and assembly of Turnover 33,13 25,9 10.6% machines, equipment and metal construc¬tions. The company aims at opening new branches to supplement EBITDA 4,6 2,2 26.1% the current network, which already has a presence in Net result 3,5 1,1 4 cities, and to approach new market segments. Good growth prospects in a dynamic Financing by LBO environment The structure of its financing, corresponding to a The temporary work and outsourcing market has been ‘leveraged buy-out’, includes a bank borrowing involving expanding in Germany for several years. Compared two German banks and the Luxembourg BCEE. The equity with international trends, the German market is lagging capital is structured as capital and mezzanine debt, with behind, which opens up huge potential for catching Luxempart investing € 6.5 million alongside management up. The German market is very fragmented and offers (€ 0.5 million for 10 % of the capital) and S-UBG numerous opportunities for local players. QUIP must (€ 3.2 million for 30% of the capital). Luxempart holds 3 respond flexibly to demands from its clients – even large board seats out of 6, including 1 independent directorship. industrial groups. The growth pursued by the group can be developed rapidly while maintaining the current group The investment in QUIP is a response to Luxempart’s wish corporate culture and identity through the acquisition of a to extend its Private Equity activities in the German region stake by an international investor like Luxempart and an in cooperation with a regional partner. investor anchored in the region such as S-UBG.

Luxembourg is a country that is open to the greater region thanks both to the proximity of international borders and the different languages spoken here. The creation of a network with local partners enables us to identify interesting investments and to develop them beyond borders. This is what we have done with QUIP, a company based in the Aachen region. We intend to develop our Private Equity business further in the German region with the help of this burgeoning network.

20 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Investment made via Audiolux:

XDC www.xdcinema.com

Shareholding via Audiolux: 2.9% Key figures and outstanding events of the financial year Activities In € M 2007 2006 ∆ XDC is a services company that provides cinema industry Turnover 2,5 2,3 8.69 players with solutions that allow them to access digital technologies. Ebit -6,6 -4,9 -34.69 Net result -6,4 -4,4 -45.45 XDC offers auditorium operators innovative hire, Equity capital 9,2 6,7 37.31 assistance and upgrade formulas for digital projection Balance sheet total 30,5 18,9 61.37 equipment (especially servers and projectors).

The acceptance of the ‘virtual Print Fee’ (VPF) system for XDC offers distributors fully secure encoding, encryption Europe by the majority of the big Hollywood studies at the and distribution services. end of 2007 will allow an acceleration of the equipping of auditoriums with digital equipment.Through this system, XDC is based in Liege, Belgium, and currently employs the studios will bear almost 75% of the costs of this almost 45 staff. The customer base is served by five sales deployment and will guarantee the availability of major centres and services based in Liege, Berlin, Madrid, Paris films in digital format. and Stockholm. The 2007 financial year also saw the arrival of 3D digital films, which helps to justify the installation of digital projection equipment to distributors. XDC saw its sales rise by 25% in this environment which is favourable to digital cinema in Europe.

In December 2007, the existing shareholders contributed to a reinforcement of XDC’s equity capital by € 7.50 million in order to continue to support the company’s expansion. XDC’s development also involves new partners. Thus, a cooperation agreement has been signed with the German group FTT.

Outlook A new CEO, Serge Plasch, has joined the team at XDC, which thanks to the VPF offering should accelerate the equipping of cinema complexes and establish XDC as a major player in its sector.

Luxempart S.A. Annual report 2007 • 21 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Investment made via Indufin:

Indufin Capital Partners S.A. SICAR (ICP) www.indufin.be ICP is 50% controlled by Luxempart and 50% by Eik N.V., a Belgian family company. ICP’s investment strategy has two major orientations: Luxempart holds 50% of ICP - financing internal and external growth projects in which The portfolio: the existing management team and shareholders are supported by ICP based on a hands-on partnership Bartech (54.3%), operating in the manufacture philosophy. These operations are capital development of automatic mini-bars and support initiatives. - financing the acquisition of companies by the existing Office Development (TDS Acior) (25%), opera- management team, by a new generation of family ting in the manufacture of office furniture. entrepreneurs or by an external management team in the context of leveraged or non-leveraged buy-out All Tag Security (13.2%), specialising in the operations. manufacture of anti-theft tags - In all cases, ICP intends to be an active partner and to participate in the value creation process. The invest- KHD (48%), which holds 100% of Karl Hugo, a ment bracket is from € 3 to 10 million, without any mechanical engineering company. sector-based provisos. The current geographical intervention zone is essentially Benelux. ICP has a ETC (20.0%), which supplies systems to check commitment from its shareholders of € 50 million the distribution of drinks in local authority which could be raised to € 100 million as soon as the establishments. first tranche of € 50 million is fully invested.

Velleman International (23.1%), which holds Key figures and outstanding events of 100% of the Velleman group, a company that the financial year develops and distributes a large variety of electronic equipment and components. In € M 2007 Equity capital 46,2 Rowies (75.0%), a company that specialises in Portfolio 44,5 creating shoes. Total commitment 50,0 Luxempart’s commitment 25,0 Preflexibel (66.7%), a company specialising in pre-cabling electric wires. Net result 1,1

Waterleau (shareholding via a convertible bond In 2007, ICP acquired the entire portfolio held by Indufin. representing 19% of the capital). Waterleau is During the 2007 financial year, the portfolio was enhanced an engineering company specialising in water by two investments: and waste purification and treatment. - on the one hand an investment in Vemedia SA - on the other, the acquisition of a stake in Actief Alphamin (96.3%): Alphamin is a distribution Interim. company specialising in polymers and waxes. Vemedia Pharma (5.4%) operates in over-the- Outlook counter pharmacy products. Actief Interim The shareholding in Vemedia was increased in March (29.1%) operates in the temporary employment 2008. In April 2008, ICP was involved along with sector. VD Capital and the management in the takeover of the Belgian company Belgo Metal, a company specialising in Activities the construction and installation of glazed walls for the Since September 2007, Private Equity activities in Benelux construc¬tion sector. A disposal may take place during the have been grouped in Indufin Capital Partners (ICP) which 2008 financial year. acquired the entire portfolio of shareholdings held by Indufin.

22 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 ISIN code: LU 0006241441 Location of listing: Luxembourg www.luxempart.lu

Production: www.comfi.lu

24 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Annual report 2007

Corporate governance & Financial information

Notes auxLuxempart comptes S.A. consolidés Annual -report Foyer 2007 S.A. • 1 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 2 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Summary

CORPORATE GOVERNANCE p. 4

CONSOLIDATED ANNUAL ACCOUNTS p. 12 CONSOLIDATED ANNUAL ACCOUNTS ON31.12.2007 p. 18 Independent Auditor’s report p. 20 Consolidated profit and loss account p. 21 Consolidated balance sheet p. 23 Consolidated Cashflow statement p. 24 Consolidated equity reconciliation and variation statement p. 26 ANNEXES

ANNUAL ACCOUNTS p. 53 MANAGEMENT REPORT ON THE ANNUAL ACCOUNTS ON 31.12.2007 p. 55 Independent auditor’s report p. 57 Balance sheet p. 58 Profit and loss account p. 59 ANNEXES

Luxempart S.A. Annual report 2007 • 3 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Corporate governance

Introduction

The Board of Directors adopted a charter On 30 April 2007, the Company undertook a of corporate governance at its session of 28 complete recasting of its articles of association March 2007. This charter was presented to the to take account of the principles of corporate shareholders at the ordinary General Meeting of governance. 30 April 2007 and was published via the company website. The Luxempart charter of corporate The text of the coordinated articles of association is governance, which took account of the code of available on the website www.luxempart.lu corporate governance published by the Luxembourg Stock Exchange, revolves around the following axes: The Charter follows all of the principles of corporate • Structure and organisation of Luxempart governance stipulated by the Luxembourg Stock describing the arrangement of the different Exchange. However, as regards independence investment sectors and the organisation of the criteria for Directors, the Board of Directors of Company management; Luxempart S.A. considers that, in contrast to • The description of the Luxempart share capital, the criteria proposed by recommendation 3.5 the structure of the shareholdership and the (v. annex D, paragraph h) of the Ten Principles), liquidity of the security; a long-term mandate held by a Director is likely • The role and operating mode of the to comprise an advantage due to the in-depth Shareholders’ Meeting and the policy for knowledge which this Director has acquired over informing shareholders; the years, without this necessarily compromising • The role, composition, presidency and operating his independence. Nonetheless, the Nomination mode of the Board of Directors; and Remuneration Committee will propose the • Delegation of day-to-day management; nomination of a new Director who fully satisfies the • The specialist Committees in the Board of independence criteria retained in the Luxembourg Directors, and in particular the Audit Committee Stock Exchange’s Ten Principles to the ordinary and the Nomination and Remuneration General Meeting of 28 April 2008. Committee, their role, composition and operating mode; THE SHAREHOLDERSHIP • The role and composition of the Executive Committee, the tasks of the Managing Director The shareholdership of Luxempart S.A. is as and the other members of the Executive follows: Committee; Participation in the share capital on 31.12.2007 • External auditing of Luxempart. Foyer Finance S.A. 43.42 % Own shares 3.70 % The Charter also includes the following items: The public and institutional investors 52.88 % • A definition of the criteria of independence for Total 100 % directors; • A definition of the Board of Directors’s In order to favour the liquidity of the Luxempart competency profile; share, it concluded a liquidity contract with Banque • The prevention of insider trading or market Degroof in March 2007. manipulations; • The remuneration policy for directors and members of the Executive Committee.

4 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 THE BOARD OF DIRECTORS Managing Director of Audiolux, an almost 100% subsidiary of Luxempart, Mr Gaston Schwertzer is Mission listed as executive director. The Board of Directors is the body which is responsible for managing Luxempart S.A. During the course of the 2007 financial year, the terms of office of Francois Gillet, Alain Huberty, The Board of Directors is a collegiate body which Paul Meyers and Jo Santino were renewed for a is competent to take all decisions and perform period of one year. On 31 December 2007, the Board all acts that are necessary or useful for achieving of Directors of Luxempart S.A. was made up of the Company’s corporate object, with the 9 members: exception of the powers which the law or articles • 4 Executive directors, including the Chairman of association explicitly reserve for the General of the Board of Directors in his capacity as Meeting of Shareholders. Its task is to ensure Managing Director of Audiolux; the lasting development of the Company and its • 5 Non-executive directors, including activities, in the interest of all of the Shareholders 4 independent Directors. and while taking account of the interests of other stakeholders, such as the creditors, employees and Gaston Schwertzer in general the community in which the Company Chairman, Executive Director, operates. Managing Director of Audiolux, industrialist, Above all, the Board of Directors bears born in Medingen in 1932, responsibility for the Company’s strategic Gaston Schwertzer has been a doctor in laws since management and auditing and conducting its 1955 (Luxembourg bar - 3 years). Mr Schwertzer business. had a career as an independent professional in the Gas industry (34 years). For 20 years, he was Composition the Chairman of the Luxembourg section of the Luxempart S.A. is administered by a Board of Professional Association of the Gas and Oil Industry Directors (monist structure) made up of 9 members and Deputy Chairman of the Belgian-Luxembourg who are physical persons. The Directors are association ‘Febupro’. He founded and managed the appointed by the General Meeting of Shareholders companies Probutan-Gas, Compagnie Générale des following a proposal from the Board of Directors, Gaz Liquéfiés, the gas container packaging factory and the latter which has received the opinion of Presta Gaz (Kleinbettingen), the maritime supply the Nomination and Remuneration Committee. and gas storage centre via the Willebroek Canal The majority of the members are Non-executive in Grimbergen (B) and the casking factory at Ans/ directors. The Board of Directors includes at least Liège (B). In parallel with his industrial activities, 2 independent Directors. The Chairman of the Gaston Schwertzer has built and managed Board of Directors is selected from among the several property complexes in the Grand Duchy of non-executive members of the Board of Directors. Luxembourg. Mr Schwertzer was Deputy Chairman The current Chairman of the Board of Directors, of Cegedel, a director of SES for 12 years, and a Mr Gaston Schwertzer, does not hold any executive director of CLT, Audiofina which became the RTL function in Luxempart. However, because he is the Group and is a director of Paul Würth.

Luxempart S.A. Annual report 2007 • 5 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 He is Chairman of the Sichel Group, of Luxempart- programme at INSEAD. Before joining Luxempart, Energie and of Presta-Gaz. He co-founded BIL he was registered at the Luxembourg Bar as a Shareholdings in 1988, which became Luxempart Barrister and subsequently worked in the legal in 1992, and where he was Managing Director from departments of two major Luxembourg companies. 1993 to 2002. He is the current Chairman of the Today, Alain Huberty holds the position of General Board of Directors. He is also the director of listed Secretary of Luxempart. He is responsible for companies including Compagnie Electrique de l’Our several Group shareholdings and Private Equity (SEO) and Dexia (Group). Mr Schwertzer also has operations carried out directly by Luxempart. a seat on the Board of several unlisted companies such as Dexia BIL (for over 20 years), Foyer Finance, Jo Santino Audiolux and Trief (Wendel Investment Group). Executive Director, Managing Director of Indufin S.A., François Tesch Born in Luxembourg in 1957, Managing Director of Luxempart, Jo Santino is a graduate in Business Administration Deputy Chairman, from the University of Liège. He started his career born in Kockelscheuer in 1951, at Arthur Andersen and worked successively in François Tesch is a graduate in economics and has Brussels, Milan and in Luxembourg as an audit an MBA from INSEAD. After working as a financial manager and auditor. He joined the Cobepa Group analyst in W.R. Grace & Co in New York and as in 1987 and in 1994 became Managing Director of financial controller of W.R. Grace & Co in Paris, La Mosane, a listed company which is a subsidiary Mr Tesch joined the Le Foyer insurance group in of Cobepa. Jo Santino was a member of the Cobepa 1983 as the General Secretary. He held the position Executive Committee. In 2001, he carried out a of General Manager there from 1985. He became management buyout of the Berginvest company, the Chairman of the Board of Directors of Foyer S.A. which was rebaptised Indufin. Indufin disposed of its in 2000, a function which he resigned from as of portfolio to ICP SICAR, which specialises in capital 3 April 2007 in application of the rules of corporate development and buyouts. Today, Jo Santino is a governance. Mr Tesch is the Managing Director of director and member of the Luxempart Executive the companies Foyer S.A. and Foyer Finance S.A. Committee. He is responsible for ICP SICAR’s He is a member of the Board of Directors of the Private Equity activities and in this capacity he holds Luxembourg Stock Exchange and has also been the function of Managing Director of the company. on the Boards of Directors of the following listed He is also the director of various companies such companies: SES and Luxempart S.A. as All-Tag Security, NMC, Bartech, I.E.E., Rowies and Waterleau. Jo Santino is also a director of the Alain Huberty Walloon Union of Enterprises. Executive Director, General Secretary of Luxempart S.A., André Elvinger Born in Strassen in 1967, Independent non-executive director, Alain Huberty holds a masters degree in business lawyer, law from the Law Faculty of Aix-en-Provence and born in Luxembourg in 1929, is a graduate of the London School of Economics André Elvinger has been lawyer since 1953 at (LLM). Alain Huberty has also attended a training the Luxembourg Bar of which he was President

6 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 in 1986 and 1987. He is a partner in the law firm Paul Meyers Elvinger, Hoss & Prussen. He is chairman of the Independent non-executive director, Board of Directors of Foyer Finance, a member director of Fortis Bank Luxembourg, of the Board of Directors of Bank Sarasin Europe born in Luxembourg in 1937, S.A., and is a member of the Board of Directors Paul Meyers is a doctor of laws. He is the former of the listed investment companies JP Morgan Managing Director of Banque Générale de Funds, JP Morgan Investment Funds and New Star Luxembourg (currently Fortis Bank Luxembourg), Global Fund. André Elvinger is a member of the the former chairman of ABBL and Deputy Chairman Committee for the Development of the Luxembourg of the Chamber of Commerce, and is currently the Financial Market and a member of the Committee Chairman of the Administration of Assets for the of Jurists of the Central Bank. He is the chairman Grand Duke. He is a member of several Boards, of the Luxembourg Assoication of Fiscal Studies especially in the philanthropic field. and Luxembourg group of the International Fiscal Association. André Elvinger is deputy chairman René Steichen of the Board of Directors of the Independence Independent non-executive director, Foundation, a foundation established by Dexia Bank Chairman of the Board of Directors of SES, International in Luxembourg. born in Luxembourg in 1942, Mr Steichen has been Chairman of the Board François Gillet of Directors of SES since 1996. He was formerly Independent non-executive director, a member of the Luxembourg Government company director, (1984-1993) as well as a member of the European born in Brussels in 1960, Commission (1993-1995). He is currently the François Gillet is a sales and management principal partner in the law firm Arendt & engineering graduate of IAG. He joined l’Union Medernach and a member of the Luxembourg Minière in 1984 where he was the assistant to and Brussels Bar. He is also a member of the the financial controller in charge of the financial Board of Directors of Dexia Bank International in aspects of acquisitions and strategic plans and Luxembourg, CLT-UFA and Luxempart S.A. specific projects. In 1988, he joined the financial Mr Steichen is a graduate in law and political holding company Sofina where he is currently a science from the Paris Institute of Political Studies senior manager and in this capacity he is involved and the Aix-en-Provence Faculty of Law. in the group’s global management. As a senior manager he monitors several investment files including for example Colruyt, Deceuninck, Kredyt Bank (Poland) and Luxempart. He supervises Private Equity activities in Benelux. In addition to his training at IAG during which he participated in the international exchange programme at the University of Western Ontario (Canada), he has completed the Cepac programme (ULB) and the Advanced Management Programme (INSEAD) as well as taxation training at the Saint Louis Business School.

Luxempart S.A. Annual report 2007 • 7 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Frank N. Wagener Pierre Drion Non-executive director, Independent non-executive director and Managing Chairman of the Executive Committee of Dexia-BIL, Director of Petercam, the stockbroking firm, born in Luxembourg in 1952, born in Brussels in 1942 Frank Wagener has been the Chairman of the Pierre Drion, a sales engineering graduate from the Executive Committee of Dexia Bank International Solvay Business School (U.L.B.), and a commercial in Luxembourg (Dexia BIL), Dexia’s Luxembourg and financial sciences graduate (U.L.B.), joined entity, since October 2006. Following university law Petercam in 1968 as a stockbroker. He became studies in Liège, he started his career at the bank the managing partner of Petercam at the age of in 1978 and became a member of the Executive thirty and has been its Managing Director since the Committee in 1993. Before his appointment as firm’s transformation into a public limited company. Chairman of the Executive Committee, he was Petercam, in 1968, was a medium-sized firm in the in charge of the Commercial Bank including Brussels Stock Market (25 people). Since then, he SMEs, large companies, national subsidiaries and has participated in the development of his company public authorities. During his career he was also which has become the number one in its category responsible for Clients Back Office, Marketing, in Belgium, with subsidiaries in the Netherlands, Bancassurance, product development and property Luxembourg and in Switzerland. Pierre Drion is projects such as the new complex in Esch/Belval the Chairman of the Board of Directors of Spadel where RBC Dexia Investor Services Bank has its and a director of the companies AXA Belgium headquarters. He is the Chairman and member of and Electrabel. In addition to his involvement in several Boards of Directors. Frank Wagener is also managing Petercam, Pierre Drion is the Corporate a member of the Dexia Executive Committee. Finance manager: advice to companies in the context of initial public offerings, capital increases 2008 PROPOSAL or replacement of stakes, as well as advice to A proposal will be made to renew the terms of office companies in the context of corporate acquisitions, of François Tesch, Gaston Schwertzer, Jo Santino, sales or mergers. Alain Huberty, François Gillet, René Steichen, André Elvinger and Frank Wagener for the period of one SUBJECTS FOR DELIBERATION year. The main subjects of discussion and/or deliberation The proposal to limit the length of the terms of within the Board of Directors in 2007 were the office to one year instead of three years as provided following: for in the Charter of Corporate Governance is an examination of the annual accounts and explained by the Nomination and Remuneration consolidated annual accounts for the 2006 financial Committee’s wish to continue its reflections on the year, as well as the 2007 interim report and composition of the Luxempart Board of Directors approval of the related press releases; during 2008. • preparation of the ordinary and extraordinary Following a recommendation from the Nomination General Meetings of 30 April 2007; and Remuneration Committee, a proposal will also • adoption of the Charter of Corporate be made to nominate a new independent Director, Governance; Pierre Drion.

8 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 • a proposal to amend the articles of association to REMUNERATION make them compliant with the law of The general principles of the remuneration policy for 25 August 2006 amending the law of Directors are included in annex 4 of the Charter of 15 August 1915 on trading companies and with Corporate Governance. certain provisions of the Charter of Corporate In compliance with these principles, and in Governance; accordance with the decision taken by the General • the establishment of specialist Committees Meeting of Shareholders of 30 April 2007, stipulated by Article 18 of the articles of the Directors’ mandate was remunerated as follows association, i.e. in 2007: - an Audit Committee, - by a gross fixed annual indemnity, where - a Nomination and Remuneration Committee, applicable prorata temporis; and nomination of the members making up - the total amount of gross fixed annual these Committees; indemnities allocated to all of the Directors • an examination of the conclusions and amounted to € 135,000; recommendations formulated by the specialist - by an attendance fee per meeting which the Committees; Director attended; • the implementation of a procedure to prevent - the total amount of attendance fees allocated to insider trading and market manipulation; all of the Directors amounted to € 69,000; • investment and disinvestment decisions; - a portion of the indemnities and fees, i.e. • the private equity development strategy; € 56,400, was transferred back by the executive • monitoring of the Audiolux share buy-back directors. operation; • monitoring of the development of shareholdings; THE BOARD OF DIRECTORS • approval of the creation of ICP SICAR and the COMMITTEES takeover of a private equity portfolio. In specific fields, the Board of Directors can have PERIODICITY OF THE MEETINGS AND itself assisted on a consultative basis by specialist PARTICIPATION Committees which it sets up and whose role, The Board met six times during the past financial responsibilities, composition and operating mode it year; moreover, on one occasion and in accordance determines. with Article 16 of the articles of association, decisions were taken by unanimous consent The powers of these Committees extend to all of the expressed in writing, instead of at a meeting. companies forming the LUXEMPART Group S.A.

The average rate of attendance by Directors at Board The LUXEMPART S.A. Board of Directors established of Directors meetings for the elapsed financial year an Audit Committee on 30 April 2007. The is 85.9 %. Committee took up its functions on 19 September 2007.

The Board also established a Nomination and Remuneration Committee with effect from 30 April 2007.

Luxempart S.A. Annual report 2007 • 9 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 AUDIT COMMITTEE THE NOMINATION AND REMUNERATION COMMITTEE Mission The Audit Committee assists the Board of Directors Mission de LUXEMPART S.A., as well as the Boards of The Nomination and Remuneration Committee Directors of the other companies in the LUXEMPART assists the Board of Directors in all matters relating Group, in their supervision of the financial to the nomination (or dismissal) and remuneration of information process, the internal Audit process and Directors and members of the Executive Committee. the internal control process. Composition Composition André ELVINGER, Chairman of the Committee, (situation as of 30 April 2007): Independent non-executive director, Frank WAGENER, Chairman of the Committee, Frank WAGENER, Non-executive director, Non-executive director, Paul MEYERS, Independent non-executive member, Paul MEYERS, René STEICHEN, Independent François TESCH, Executive director (1), non-executive directors. Gaston SCHWERTZER, Executive director (1). Ms Pascale FINCK-BRAIBANT, Secretary of the Mr Benoît DOURTE, Human Resources director of Board of Directors of Luxempart S.A. acts as the Foyer Group acts as secretary to the committee. secretary of the Committee. REPORT ON ACTIVITIES REPORT ON ACTIVITIES (from 30 April 2007): Subjects of deliberations • Subjects of deliberations • determination of the priority goals of the examination of the half-yearly consolidated newly created Committee and definition of the results on 30.06.2007; programme of activities depending on these goals; examination of the related press release. • nomination au Board of Directors; • Periodicity of the meetings and participation • examination of the appropriateness of the The Audit Committee took up its functions on remuneration allocated to Directors compared 30 April 2007 and met once in 2007. with market practices; a recommendation to • Remuneration the Board of Directors to propose an adaptation The members of the Audit Committee are entitled of the Directors’ remuneration from the 2008 to an attendance fee for each meeting of the financial year on to the General Meeting of Committee which they attend. The total amount of Shareholders of 1 April 2008; the attendance fees allocated in 2007 to all of the • revision of the principles of remuneration for the members of the Audit Committee amounted to Executive Committee; € 3,000. • analysis, with the help of an external consultant, of the possible establishment of a Stock Option Plan, where the members of the Executive Committee would be the beneficiaries.

(1) Messrs F. Tesch and G. Schwertzer are only members Periodicity of the meetings and participation of the Nomination and Remuneration Committee for The non-executive members of the Nomination and questions concerning the nomination or dismissal of Directors or members of the Executive Committee.

10 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Remuneration Committee were awarded a gross Alain Huberty, General Secretary, Member of the amount for attendance fees of € 3,000 in 2007. Executive Committee, Jacquot Schwertzer, Member of the Executive Remuneration Committee The total gross amount in attendance fees allocated in 2007 to all of the non-executive members of REPORT ON ACTIVITIES the Nomination and Remuneration Committee Subjects of deliberation amounted to € 3,000. During the 2007 financial year, the Executive Committee paid particular attention to the following THE EXECUTIVE COMMITTEE points: • Regular monitoring of the companies in the portfolio; The role of the Executive Committee is to look after: • Decisions or proposals for decisions on investment • Day-to-day management of Luxempart and its and disinvestment; subsidiaries; • Monitoring of structural operations (Audiolux share • The monitoring and implementation of the buy-back, disposal of own shares) strategy decided by the Board; • Analyses of investment opportunities; • Important decisions relating to monitoring of • Recruitment of a new colleague; shareholdings; • Preparation of the Board of Directors meetings; • The study of investment and disinvestment • Liquidity contract. projects; Periodicity of meetings • Investment and disinvestment decisions where The Executive Committee meets once every two weeks. the financial stake does not exceed € 3,700,000 and without a limit in an emergency (ratification Remuneration by the Board). The gross global annual remuneration of the members of the Executive Committee for 2007 The Board of Directors has delegated day-to- amounted to € 751,257 of which € 307,400 was day management of Luxempart S.A. as well variable remuneration. Moreover, some members as representation of the Company relating to of the Executive Committee benefit from a this management to a Managing Director. The supplementary pension plan including a retirement, Managing Director is assisted in his tasks by a death and disability guarantee. The premium paid Senior Manager, a General Secretary and an for this purpose in 2007 amounted to € 23,707. external expert. These together form the Executive Committee of Luxempart S.A.. Transactions on Luxempart and Audiolux securities According to the regulations in force, the Company Composition must publish the transactions on Luxempart S.A. The Executive Committee is currently made up as and Audiolux S.A. securities carried out by persons follows: holding management responsibilities in the François Tesch, Managing Director, Chairman of Luxempart S.A. and by people who have regular or the Executive Committee occasional access to insider information. Jo Santino, Senior Manager, Member of the No declaration was published for Luxempart in 2007 Executive Committee, whereas 6 declarations were published for Audiolux concerning the purchase of 1,687 securities.

Luxempart S.A. Annual report 2007 • 11 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Consolidated annual accounts

The consolidated management report on 31 december 2007

Luxempart is an investment company listed on the 1. Operations during the period Luxembourg Stock Exchange and which operates 2. Consolidated results primarily in the Grand Duchy of Luxembourg and 3. Estimated net assets and the share price in Belgium. Luxempart, through its mainly family- 4. Prospects and important aspects which based and entrepreneurial shareholdership, aims occurred after the closing date of the annual to be a stable partner for the shareholders and accounts the management of the companies comprising its portfolio. This partnership fits into a context of a 1. OPERATIONS FOR THE PERIOD lasting period, trust and the will to create value. Luxempart manages a portfolio of listed and The 2007 financial year was marked by the disposal unlisted shareholdings and also operates through of Voxmobile, a structural operation on Audiolux its specialist subsidiaries: Audiolux in the media and and the disposal of a significant number of shares communication sectors and Luxempart-Energie held on a cross shareholding basis. Moreover, the which manages the shareholdings in the energy reinforcement of Private Equity was continued. sector. Luxempart is also developing a ‘Private Equity’ division directly and through Indufin Capital Voxmobile Partners (ICP), a SICAR which does business in Luxempart, via its subsidiary Audiolux, sold its capital development operations as well as majority stake in Voxmobile to Mobistar. The disposal was takeovers (MBOs and LBOs). ICP is controlled on a implemented in cooperation with the management 50-50% basis by Luxempart and the Belgian family and another Luxembourg shareholder. The success holding company De Eik. of this transaction reflects the quality of the management, which was able to count on solid Luxempart representatives sit on the main organs support from Luxempart from the foundation of of the companies and maintain direct contacts with the company. The sale operation contributes to the their management. Thus, for example, Luxempart consolidated result by € 31.93 million (including holds seats on the Boards of Directors of the Foyer € 9.7 million as a recovery of the quota in the Group, SES, Cegedel, SEO, IEE, Paul Wurth, Utopia accumulated losses), which corresponds to an and Atenor. internal profitability rate of 36%.

The main axes of investment revolve around Media Audiolux share buy-back operation: and Communication, Finance and Insurance, Audiolux successfully completed a public share Energy, Property Development and Private Equity. buy-back operation after which Luxempart holds over 99.5% of its subsidiary. This operation enabled Through its management and the development of the minority shareholders to access the underlying its portfolio, Luxempart has successfully pursued value (listed securities and cash) without a discount. the creation of value for its shareholders since 1992. The reasons for the operation were mainly the overweighted balance of two securities in the portfolio and a lack of appropriate investment opportunities in the media and communcation to allow sufficient diversification of the portfolio.

12 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Luxempart and Audiolux intend to merge in 2009 The investment was made via a co-investment and thus to simplify the structure of the Luxempart vehicle set up by LBO France. LBO France manages group. French small and mid and cap Private Equity funds. Moreover, Luxempart is a shareholder in one of the Disposal of shares held on a cross shareholding LBO France small cap funds. basis Luxempart disposed of 90,000 shares held on a This investment fits into the strategy of developing cross shareholding basis (3.8% of the capital) the Private Equity division. Through the investment which enabled it to make a capital gain of funds where Luxempart holds a stake, it establishes € 1.96 million and to increase the liquidity of the preferred links with teams with an international share. The number of shares held on a cross reputation, which enables it to extend its network of shareholding basis has therefore been reduced to relationships while enjoying access to significantly 3.7% of the capital. The capital gain made is not sized investments. included in the profit and loss account; it is booked as a variation in the equity capital. Luxempart converted all of its convertible bonds to become a shareholder in European United Bakeries Poweo S.A., the parent company of an industrial group Luxempart acquired Poweo shares in 2007 and has operating in baking in the Czech Republic, Slovakia just increased its stake, which amounts to 1.1% and in Hungary. The Group reached a consolidated today. Poweo, whose shares are listed on Alternext turnover of approximately € 233 million in 2007. Paris, is the most important supplier of electricity The investment amounts to € 11.25 million for 10% and gas in France arising from the deregulation of of the capital. Luxempart has a seat on the Board the market. It is pursuing substantial commercial of Directors of the parent company and in the main development in parallel with the establishment subsidiaries. of production installations in different locations in France. In view of the downward trend of the stock ICP Sicar acquired all of the shareholdings market price, Luxempart S.A. recorded a correction previously held by Indufin, including two of value of approximately € 0.5 million at the end of shareholdings in Belgium newly acquired in 2007 2007. for an investment of approximately € 14.00 million: 5.41% of the capital of Vemedia Pharma NV which Private Equity operates in the distribution of over-the-counter Luxempart invested € 2.5 million in the Consolis pharmacy products and 29.11% of the capital in the Group, the leading manufacturer of prefabricated Actief Interim group, a company specialising in the concrete in Europe, emerging from the consoli temporary work sector. dation of the sector in Europe. The Group has one hundred factories spread throughout Europe and Luxempart-Energie it covers both the construction and public works Luxempart-Energie holds 30% of Cegedel and 5% markets. Consolis has excellent growth prospects, of Compagnie Electrique de l’Our (SEO). Luxempart- notably in Eastern Europe where the Group is Energie, which holds two directorships in the envisaging other acquisitions. Cegedel Board of Directors, is closely monitoring the process involving possible closer ties between Cegedel, Saar Ferngas and Soteg.

Luxempart S.A. Annual report 2007 • 13 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 2. CONSOLIDATED RESULTS The Utopia and Cegedel groups and the companies Indufin Capital Partners SICAR (ICP), Indufin, Audiolux S.A. and Audiocom S.A. are consolidated Bergilux, Vanoplast and Luxempart-Energie are via global integration. integrated based on the equity method.

The IFRS consolidated results on 31 December 2007 and 2006 are presented as follows: In € 2007 2006 Recurring result 13,707,917 11,407,847 Capital result 43,452,874 18,625,186 . Taxes (721,638) (2,288,815) . Quota in the result of companies valued using the equity method 10,762,620 12,215,534 . Consolidated net result 67,201,773 39,959,751 Group share 58,811,194 35,687,270 Minorities’ share 8,390,579 4,272,481 Net result per share – Group share 25.02 15.69

Luxempart closed the 2007 financial year by This increase is essentially due to the progress of realising a consolidated profit (group share) of the capital result which includes the product from € 58.81 million compared with € 35.69 million in the disposal of the Voxmobile stakeholding. 2006.

2.1. THE RECURRING RESULT

The recurring result breaks down as follows: In € 2007 2006 . Turnover 1,153,963 515,628 . Operating expenses (3,958,079) (1,985,397) . Financial products 16,719,303 13,056,235 . Financial expenses (207,270) (178,619) Recurring result 13,707,917 11,407,847

The recurring result amounts to € 13.71 million on 31.12.2007 (€ 11.41 million on 31.12.2006).

14 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 The recurring result is made up of the following corrections of value on tangible and intangible fixed items: assets and components of the current assets.

The turnover which includes the consultancy The financial incomewhich includes dividends from services invoiced to the main companies in the the shareholdings in SES, Foyer Finance, Foyer, RTL portfolio. Group, Dexia, Paul Wurth, and assimilated income made up of bank interest. The operating expenses which are made up of experts’ fees, the expenses of Luxempart staff and The financial expenses which include interest and assimilated charges.

2.2. The capital result

The capital result breaks down as follows: In € 2007 2006 . Gains made on disposals 41,375,148 18,082,755 . Non-realised gains or losses 1,752,584 507,734 . Badwill 325,142 34,697 Capital result 43,452,874 18,625,186

The capital result amounts to € 43.45 million of Audiolux securities following the public share on 31.12.2007 compared with € 18.63 million on buy-back action which prompted a reacquistion of 31.12.2006. The capital result is made up of the our stake in Utopia. following factors: 2.3. Quota in the result of companies valued The gains made on disposals. These essentially according to the equity method concern gains made on disposals of the Voxmobile shareholding (€ 31.93 million), and gains on This item includes the quota in the results of the disposals of SES securities (€ 907 million). Utopia and Cegedel groups, and the companies ICP SICAR, Indufin, Bergilux, Vanoplast and Non-realised gains or losses. This item includes Luxempart-Energie. re-evaluations at fair value of securities held for negotiation purposes (€ 1.75 million). 3. NET ACTIVE ASSET AND SHARE PRICE

Le Badwill. This item represents the potential The net asset represents the estimated value of capital gain resulting from the purchase of the portfolio increased by the current assents company shares which come within the scope of and reduced by the liabilities to third parties. The consolidation. In 2007, this includes the purchase estimated value of the portfolio is determined on of Utopia shares and the impact of the cancellation the basis of the stock market price for the listed

Luxempart S.A. Annual report 2007 • 15 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 securities and, for unlisted securities depending Utopia is currently listed on the Luxembourg Stock on the acquisition or subscription price adapted Exchange second market (EURO MTF). in accordance with significant events and while applying an non-liquidity discount, if justified. Following the offer, Audiolux will request Utopia to deposit a request for withdrawal from its stock The net asset value per Luxempart security market listing. amounts to € 352 on 31.12.2007 compared with € 261 on 31.12.2006. The stock market price was In the context of the lawsuit against Bertelsmann € 245 on 31.12.2007 compared with € 182 on and associates in the RTL Group file, the Court of 31.12.2006. Cassation has just issued a ruling which comprises a positive turning point for minority shareholders The equity capital per share on the same date represented by their leader Audiolux. As such, the amount to € 322.17 compared with € 258.27 one case was sent to the European Court of Justice year earlier. The variation relative to the net asset which will have to rule on the application to per share is explained by the application of IFRS Luxembourg of principles relating to the equality consolidation rules, notably in relation to the own of shareholders resulting from Community texts. shares and companies valued using the equity Moreover, Bertelsmann has withdrawn its plan to method. launch a takeover bid at €82 per RTL Group share due to the fact that, in accordance with the CSSF The value of the net asset per Luxempart security interpretation, the provisions on the squeeze-out amounts to € 315 on 25.03.2008. The fall in value contained in the Luxembourg law on takeover bids since 31.12.2007 is due to the fall in stock markets. would be inapplicable.

4. PROSPECTS AND IMPORTANT EVENTS Luxempart, via its 100% subsidiary Audiocom, WHICH OCCURRED AFTER THE CLOSING participated in the operation to restructure the IEE DATE OF THE ANNUAL ACCOUNTS debt and capital. On the occasion of this operation, Audiocom acquired € 5.8 million, while significantly Our main shareholdings have announced the keeping the same level of participation in IEE (9.6%). payment of a dividend for the 2007 financial year which is up relative to the previous financial year, Luxempart acquired 30% of the capital of DS Care, which is making it possible to plan an increase of a Luxembourg company whose goal is to become a Luxempart’s recurring result in 2008. European operator in the area of retirement homes and care for senior citizens. The initial investment, The Audiolux Board of Directors decided to which is € 2.7 million, which will be increased undertake a takeover bid for the shares in Utopia gradually in accordance with the development S.A. held by the public at a price of € 25 par share. envisaged together with other financial The offer will be launched at the latest during the shareholders. second half of 2008. With the agreement of Utopia Management S.A., the offer will be addressed to the DS Care Italia, the Italian subsidiary of DS Care, shareholders comprising the floating shareholders, has just acquired Argento Vivo, a retirement home which is approximately 17.5 % in Utopia’s capital. based in Milan and is on the point of finalising two other acquisitions in the same region.

16 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 DS Care Italia envisages reaching 700 beds under management by the end of 2008. Luxempart has just taken over, together with S-UBG AG, a German investment company in the Aachen region and the management, all of the shares in QUIG AG located in Baesweiler, close to Aachen.

QUIP offers temporary work and outsourcing outsourcing work in North-Rhine Westphalia. Luxempart holds 60% of the capital for an investment of approximately € 6.5 million. The financing was structured by a ‘leveraged buy out’ together with the German banks and a Luxembourg bank. The investment in QUIP fulfils Luxempart’s will to extend its Private Equity activities in Germany.

The Board of Directors 26 March 2008

Luxempart S.A. Annual report 2007 • 17 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 The Independent Auditor’s report

To the Shareholders of Luxempart SA The auditor’s responsibility Our responsibility is to express an opinion on the Report on the consolidated financial consolidated financial statements on the basis statements of our audit. We have performed our audit in accordance with the International Audit Standards, In compliance with the instruction issued by the as adopted by the Belgian Institute of Auditors. General Meeting of Shareholders, we have carried On our part, these standards require us to comply out an audit of the enclosed consolidated financial with the ethical rules and to plan and implement statements of Luxempart S.A., comprising the the audit to obtain reasonable assurance that the balance sheet on 31 December 2007, as well as the consolidated financial statements do not contain profit and loss account, the statement of variations significant anomalies. in the company’s capital and the cashflow statement for the financial year closing on this date, and the An audit implies the implementation of procedures annex containing a summary of the main accounting in order to collect conclusive items concerning methods and other explanatory notes. the amounts and the information supplied in the consolidated financial statements. The choice The responsibility of the Board of Directors in the of procedures depends on the judgement of the drawing up and presentation of the consolidated auditor, just like whether the evaluation of risk that financial statements these consolidated financial statements contain The Board of Directors is responsible for the significant anomalies, whether these result from establishment and faithful presentation of these fraud or error. Starting from these evaluations consolidated financial statements, in accordance of risk, the auditor takes account of the internal with the International Financial Information control in force in the entity relating to the faithful Standards as adopted in the European Union. This establishment and presentation of the consolidated responsibility includes: the design, implementation financial accounts in order to define appropriate and monitoring of internal control relating to audit procedures in the circumstances, and not with the drawing up and faithful presentation of the aim of expressing an opinion on its efficiency. consolidated financial statements which do not include significant anomalies, whether these An audit also includes an assessment of the result from frauds or errors, as well as reasonable appropriate nature of the accounting methods accounting estimates, in view of the circumstances. selected and the reasonable nature of the accounting estimates made by the Board of Directors, as well as the appreciation of the overall presentation of the consolidated financial statements. We estimate that the conclusive elements collected are sufficient and appropriate to found our opinion.

18 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Opinion In our opinion, the consolidated financial statements provide a true and fair picture of the financial situation of Luxempart S.A. on 31 December 2007, as well as of the financial performance and treasury flows for the financial year closing on this date, in compliance with the reference system under the International Financial Reporting Standards, as adopted in the European Union.

Report on other legal or regulatory obligations The management report, which comes within the responsibility of the Board of Directors is compliant with the consolidated financial statements.

Deloitte S.A. Auditors

Georges Kioes Partner

Luxembourg, 11 April 2008

Luxempart S.A. Annual report 2007 • 19 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Consolidated profit and loss account IFRS on 31 December 2007

In € Notes 31/12/2007 31/12/2006 Turnover 1,153,963 515,628 Services/recovery of services 1,153,963 515,628 Operating expenses -3,958,079 -1,985,397 Other operating expenses 4 -3,188,411 -1,347,282 Staff expenses 5 -754,165 -621,981 Corrections of value on tangible and intangible 9, 10 -15,503 -16,134 fixed assets Gains or losses made on disposals 41,375,148 18,082,755 Tangible and intangible fixed assets - 3,253 Financial fixed assets 11, 12 41,714,061 18,096,653 Financial assets held for negotiation purposes 16 -338,913 -17,151 Operating result 38,571,032 16,612,986

Financial income 16,719,303 13,056,235 Dividends 6 14,865,975 11,869,078 Interest and assimilated income 7 1,853,328 1,187,157 Financial expenses -207,270 -178,619 Interest and equivalent expenses 7 -207,270 -178,619 Financial result 16,512,033 12,877,616

Non-realised gains or losses 1,752,584 507,734 Financial fixed assets 12 1,030,842 280,171 Financial assets held for negotiation purposes 16 721,742 227,563 Badwill 325,142 34,696 2,077,726 542,430

Result before taxes 57,160,791 30,033,032 Tax on ordinary activities and other taxes 8 -721,638 -2,288,814 Quota in the result of affiliated companies 11 10,762,620 12,215,534 Net result 67,201,773 39,959,752 including the share accruing to the group 58,811,194 35,687,271 Including the share accruing to minority interests 11 8,390,579 4,272,481 Average weighted number of shares 18 2,350,789 2,274,739 Net result per share – group share 25.02 15.69

The notes in the annex are an integral part of the consolidated accounts

20 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 IFRS consolidated balance sheet on 31 December 2007

ASSETS – In € Notes 31/12/2007 31/12/2006 Fixed assets Intangible fixed assets Intangible fixed assets 9 710 2,063 Tangible fixed assets Plant and equipment 10 41,900 50,502 Financial fixed assets Companies valued using the equity method 11 115,823,906 107,768,073 Other shareholdings available for sale 12 557,592,490 500,208,591 673,416,396 607,976,664 Long-term receivables Long-term loans and receivables 13 - 3,633,053 Active deferred taxes 14 334,000 358

Total fixed assets 673,793,006 611,662,640 Current assets Short-term receivables Short-term loans and receivables 15 5,263,641 3,615,093 Financial assets held for negotiation purposes 16 23,212,392 18,270,745 Financial assets intended for disposal - 1 Cash and cash equivalents Deposits in lending institutions, bank accounts and 17 60,990,646 27,398,121 cash

Total current assets 89,466,679 49,283,960 Total assets 763,259,685 660,946,600

The notes in the annex are an integral part of the consolidated accounts

Luxempart S.A. Annual report 2007 • 21 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 IFRS consolidated balance sheet on 31 December 2007 (continuation and end)

LIABILITIES – In € Notes 31/12/2007 31/12/2006 Equity capital – Group share Capital and issue premium 18 74,955,225 74,955,225 Reserves 19 618,226,419 476,856,750 Profit for the financial year – Group share 58,811,194 35,687,271 Total equity – Group share 751,992,838 587,499,246

Equity capital – Third party share 19 1,036,013 62,245,832 Non-current liabilities Passive deferred taxes 14 5,969,347 5,733,381 Long term debts Long term debts 20 3,867,318 4,884,096 Total non-current liabilities 9,836,665 10,617,477

Current liabilities Short-term debts Short-term debts 21 394,169 584,045 Total current liabilities 394,169 584,045

Total liabilities 763,259,685 660,946,600

The notes in the annex are an integral part of the consolidated accounts

22 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 IFRS consolidated cashflow statement on 31 December 2007

In € 31/12/2007 31/12/2006 Net result 67,201,773 39,959,752 Adjustments for: Amortisation/depreciation 15,503 16,134 Results from affiliated companies -10,762,620 -12,215,534 Dividends from associated companies 16,778,512 3,598,576 Capital gains and losses made on the disposal of financial -41,765,580 -18,079,502 assets Fair value of the financial assets via the result -1,752,584 -507,734 Badwill -325,142 -34,696 29,389,862 12,736,996 Acquisition of financial assets (including own shares) -18,504,276 -84,637,551 Sale of financial assets 77,923,473 51,435,262 Net variation of loans and receivables 4,092,417 -1,004,308 Net variation of borrowings and debts -970,689 1,886,408 Other variations -481,562 -912,877 Net cashflow from operational activities 91,449,225 -20,496,070 Including: Taxes paid -996,586 -1,246,953 Interest paid -12,097 -41,458 Interest received 2,058,469 1,035,857

Acquisitions/Disposals of tangible and intangible assets -5,547 -35,913 Net effect of the variation in the scope - -8,831 Acquisitions/ creations of affiliated companies -22,405,866 -2,750,000 Offset paid to minority shareholders -24,067,347 - Net treasury flows from investment activities -46,478,760 -2,794,744 Dividends paid -11,377,940 -10,841,019 Net cashflow from financing activities -11,377,940 -10,841,019 Variation in cashflow 33,592,525 -34,131,833 Opening cashflow position 27,398,121 61,529,954 Closing cashflow position 60,990,646 27,398,121 Variation in cashflow 33,592,525 -34,131,833

The dividends paid are made up of dividends from the parent company and dividends paid by subsidiaries outside the Group. The notes in the annex are an integral part of the consolidated accounts

Luxempart S.A. Annual report 2007 • 23 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Consolidated equity capital and result

Reconciliation and variation statement on 31 December 2006

Capital and issue Re-evaluation Reserve for Profit for the Equity capital – € Legal reserve Other reserves In premium reserves own shares financial year group share

Equity capital according to IFRS standards on 31/12/2005 74,955,225 5,984,483 284,185,031 186,652,789 0 37,351,261 589,128,789

Dividends paid by the parent company -10,020,024 -10,020,024

Appropriation of the result 37,351,261 -37,351,261 0

Cancellation of own shares -33,226,479 -33,226,479

Variation in the scope and other movements 54,979 54,979

IAS 39 on financial assets available for sale 5,874,710 5,874,710

Profit for the 2006 financial year 35,687,271 35,687,271

Equity capital according to IFRS standards on 31/12/2006 74,955,225 5,984,483 290,059,741 214,039,005 -33,226,479 35,687,271 587,499,246

Reconciliation and variation statement on 31 December 2007

Capital and issue Re-evaluation Reserve for Profit for the Equity capital – € Legal reserve Other reserves In premium reserves own shares financial year group share

Equity capital on 31/12/2006 74,955,225 5,984,483 290,059,741 214,039,005 -33,226,479 35,687,271 587,499,246

Dividends paid by the parent company -11,377,940 -11,377,940

Appropriation of the result 35,687,271 -35,687,271 0

Recovery to the reserve for own shares 17,043,429 17,043,429

Capital gain on disposal of own shares 1,963,584 1,963,584

IAS 39 on financial assets available for sale 98,053,324 98,053,324

Result for the 2007 financial year 58,811,194 58,811,194

Equity capital on 31/12/2007 74,955,225 5,984,483 388,113,065 240,311,920 -16,183,050 58,811,194 751,992,838

The notes in the annex are an integral part of the consolidated accounts

24 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Reconciliation and variation statement on 31 December 2006

Capital and issue Re-evaluation Reserve for Profit for the Equity capital – € Legal reserve Other reserves In premium reserves own shares financial year group share

Equity capital according to IFRS standards on 31/12/2005 74,955,225 5,984,483 284,185,031 186,652,789 0 37,351,261 589,128,789

Dividends paid by the parent company -10,020,024 -10,020,024

Appropriation of the result 37,351,261 -37,351,261 0

Cancellation of own shares -33,226,479 -33,226,479

Variation in the scope and other movements 54,979 54,979

IAS 39 on financial assets available for sale 5,874,710 5,874,710

Profit for the 2006 financial year 35,687,271 35,687,271

Equity capital according to IFRS standards on 31/12/2006 74,955,225 5,984,483 290,059,741 214,039,005 -33,226,479 35,687,271 587,499,246

Reconciliation and variation statement on 31 December 2007

Capital and issue Re-evaluation Reserve for Profit for the Equity capital – € Legal reserve Other reserves In premium reserves own shares financial year group share

Equity capital on 31/12/2006 74,955,225 5,984,483 290,059,741 214,039,005 -33,226,479 35,687,271 587,499,246

Dividends paid by the parent company -11,377,940 -11,377,940

Appropriation of the result 35,687,271 -35,687,271 0

Recovery to the reserve for own shares 17,043,429 17,043,429

Capital gain on disposal of own shares 1,963,584 1,963,584

IAS 39 on financial assets available for sale 98,053,324 98,053,324

Result for the 2007 financial year 58,811,194 58,811,194

Equity capital on 31/12/2007 74,955,225 5,984,483 388,113,065 240,311,920 -16,183,050 58,811,194 751,992,838

Luxempart S.A. Annual report 2007 • 25 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Annex to the IFRS consolidated annual accounts on 31 december 2007 Summary

p. 27 Note 1 General information p. 27 Note 2 Consolidation principles, valuation rules and accounting reference system p. 33 Note 3 Sector information p. 33 Note 4 Other income and operating expenses p. 34 Note 5 Staff expenses and benefits p. 34 Note 6 Dividends on the financial fixed assets p. 35 Note 7 Income, expenses and assimilated interest p. 35 Note 8 Expenses for claimable and deferred taxes p. 36 Note 9 Intangible fixed assets p. 37 Note 10 Tangible fixed assets p. 38 Note 11 Companies valued using the equity method p. 39 Note 12 Other shareholdings available for sale p. 39 Note 13 Long-term receivables p. 40 Note 14 Deferred taxes p. 41 Note 15 Short-term receivables p. 41 Note 16 Financial assets held for negotiation purposes p. 42 Note 17 Cashflow and cashflow equivalents p. 42 Note 18 Capital, issue premium and result per share p. 43 Note 19 Reserves p. 44 Note 20 Long term debts p. 44 Note 21 Short-term debts p. 46 Note 22 Lists of subsidiaries and consolidated affiliated entities p. 47 Note 23 Dividends p. 47 Note 24 Main off-balance sheet rights and commitments p. 47 Note 25 Remuneration allocated to the directors and management bodies p. 48 Note 26 Accounting methods, changes in accounting estimates p. 48 Note 27 Financial risks p. 49 Note 28 Linked parties p. 49 Note 29 Events after the close

26 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 1. General Information Note 2. Consolidation principles, evaluation rules and accounting LUXEMPART S.A. (‘the Company’) is a company reference system of financial shareholdings (SOPARFI) whose headquarters are located at 12, rue Léon Laval DECLARATION OF COMPLIANCE L-3372, Leudelange. The Company was established on 25 April 1988, under the name of The consolidated financial statements were Bil Shareholdings. prepared for the first time on 31 December 2005 (retroactively on 1 January 2004) in agreement with The General Meeting of Shareholders of the IFRS reference system (International Financial 15 September 1992 decided to change the name of Reporting Standards) adopted in the European the company to LUXEMPART S.A. The consolidated Union. annual accounts closing on 31 December 2006 and 31 December 2007 group the Company and its FRAMEWORK FOR THE PREPARATION subsidiaries (the Group) and the interests of the AND PRESENTATION OF THE FINANCIAL Group in the associated companies. The Company STATEMENTS is listed on the Luxembourg Stock Exchange and is entered in the commercial register under The consolidated financial statements are N° B-27846. The Company’s headquarters are presented in euros (€). They are prepared on the located at 12 rue Léon Laval, L-3372 LEUDELANGE. basis of the historical cost with the exception of investments available for sale and financial assets LUXEMPART S.A. (‘the Company’) primarily held for negotiating purposes which are booked at operates in the Grand Duchy of Luxembourg and in fair value. Belgium; it actively manages a portfolio of listed and The accounting principles and rules are applied unlisted shareholdings. LUXEMPART also operates coherently and permanently in the Group. The through specialist subsidiaries: consolidated annual accounts are prepared for the - Audiolux in the media and communication field, accounting periods terminating on 31 December - Luxempart-Energie which manages shareholdings 2006 and 31 December 2007 and are presented with in the energy field, the appropriation of the parent company’s profit. - Indufin Capital Partners s.a. Sicar which is The appropriation of the profit will be proposed to developing a Private Equity division, and works the ordinary General Meeting of shareholders on in capital development and majority takeover 28 April 2008. transactions (MBO and LBO). PRINCIPLES OF CONSOLIDATION

The consolidated annual accounts under the IFRS reference system incorporate all of the companies that are controlled (totally or jointly) or/and which are significantly influenced by the Group.

Luxempart S.A. Annual report 2007 • 27 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Subsidiaries (global integration) These companies are consolidated using the equity A subsidiary is understood as a company in which method. the Group has exclusive control and holds decision- making power at both the financial and operational A list of associated Group companies is presented in level. In principle, this control is the result of holding note 22. over 50% of the voting rights. DEFINITION OF GOODWILL AND BADWILL These companies are consolidated by global integration from the date when control of the entity Goodwill is assumed by the Group and ends on the date when The goodwill represents the surplus of the cost of this control is transferred. acquisition relative to the Group share in the net fair value of identifiable assets and debts as well as the The minority interests are presented in the possible liabilities of a subsidiary, a jointly controlled consolidated balance sheet in the equity capital, entity, an associated company, or a company valued separately from the ‘equity capital – Group share’. using the equity method on the date of acquisition. The minority interests in the Group result are also Goodwill is considered as an asset and is not indicated separately in the profit and loss account. amortised, but is subject to an annual depreciation test on the closing date (or on a previous date if The expenses, income, assets and liabilities of there is a loss in value). Goodwill resulting from the affiliated companies are incorporated fully in the acquisition of an associated company is included consolidated financial statements. The transactions in the book value of the associated company. between companies in the Group, the reciprocal Goodwill from the acquisition of subsidiaries and accounts and unrealised profits on intra-group jointly controlled entities is presented separately transactions are fully eliminated. in the balance sheet. In the event of the disposal A list of the main Group subsidiaries is presented in of a subsidiary, an associated company or a jointly note 22. controlled entity, the non-amortised share of the goodwill is taken into account for the determination Joint companies and associated companies of the result on the sale. (valuation using the equity method) A joint company is understood as a company Badwill which, on the basis of a contractual agreement Badwill represents the surplus of the Group interest between the Group and one or more other parties share in the net fair value of the identifiable assets undertakes an economic activity under joint control. and debts as well as the possible liabilities of a An associated company is a company in which the subsidiary, a jointly controlled entity, an associated Group exercises significant influence thanks to its company or a company valued using the equity participation in political, financial and operational method, on the date of acquisition, compared with decisions affecting the company held. the cost of acquisition. Insofar as badwill subsists after the re-examination and re-estimation of the The significant influence is assumed when the identifiable assets and debts as well as the possible Group holds 20% of the voting rights or over directly liabilities of a subsidiary, a jointly controlled entity or indirectly via its subsidiaries. or an associated company, it is booked immediately as a profit.

28 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Transactions in foreign currencies INTANGIBLE FIXED ASSETS WITH FIXED The transactions made in foreign currencies are DURATIONS converted to the operating currency at the exchange rate in force on the transaction date. At each close, The intangible fixed assets with fixed durations the monetary components in foreign currencies are are evaluated a their acquisition cost reduced by converted at the rate on the final day of the financial accumulated amortisation and possible write- year. The losses or profits from the realisation of downs in value. The amortisations are performed monetary components denominated in foreign in accordance with the linear method based on an currencies are recorded in the profit and loss estimate of the useful duration of the fixed asset account. and its possible residual value.

The following exchange rate was used for the The intangible fixed assets are not the subject of conversion of the consolidated annual accounts: revaluations.

One euro is equal on 31 December 2007 to: The duration of utility is as follows:

American dollar USD 1.4728 Software acquired 3 years

PRINCIPLE OF THE DEPRECIATION OF TANGIBLE FIXED ASSETS ASSETS The tangible fixed assets are listed at their Goodwill is not the subject of amortisation but of a acquisition cost (including the ancillary direct depreciation test performed annually at the close expenses for entry into service) reduced by of the financial year (or at a previous date if there is accumulated amortisation and possible write- an indication of a depreciation in value). Moreover, downs in value. The depreciation is performed on each closing date, the Group reviews the book using the linear method, based on an estimate value of shareholdings in associated companies as of the period of use of the fixed asset concerned. well as the book value of tangible fixed assets and Maintenance related costs are booked in the profit intangible fixed assets at the defined duration of and loss account. usefulness in order to establish whether there is any indication of a loss in value of these assets.

If such an index exists, the recoverable value of the asset is estimated to assess the scale of the loss in value. The recoverable value is the higher value between the fair value of the asset reduced by the sale costs and its utility value. The utility value is the updated value of estimated future cashflows expected from continued use of the asset.

Luxempart S.A. Annual report 2007 • 29 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 The tangible fixed assets are not the subject of revaluations to the fair value of the shareholding) is revaluations. booked in the profit and loss account.

The estimated durations of utility are as follows: Financial assets held for negotiating purposes

Installations, machines, tools and means of The financial assets held for negotiating purposes transport 3 to 5 years are assets acquired mainly with the aim of being Other tangible fixed assets, furniture 10 years sold or bought on a short term basis.

INVESTMENTS IN SECURITIES They are valued at fair value on each closing date. The deferred capital gains and losses are booked in Financial assets available for sale (AFS) the profit and loss account. The other shareholdings available for sale included in the financial fixed assets comprise shareholdings RECEIVABLES in companies in which the Group does not exercise a significant influence. This absence of a significant Loans and other receivables are assets that are not influence is presumed if the Group does not hold listed on the stock market and which are repayable more than 20% of the voting rights directly or on fixed due dates. They are created when the indirectly. These shareholdings are considered as Group either makes the funds available or makes securities available for sale are initially booked at goods or services available. They are part of the their acquisition cost. current assets provided that their due date does not exceed 12 months after the closing date (short They are valued at fair value in each account term). Otherwise they are part of the non-current statement booked in the revaluation reserve in the assets (long term). The receivables are valued equity capital. at their nominal value (historical cost) reduced by write-downs in value covering the amounts The listed securities are valued on the basis of their considered as non-recoverable when the Group stock market closing price. Unlisted securities are deems this to be necessary. The establishment of valued on the basis of valuation methods in line with the depreciation of assets is booked in the profit and the stipulations of the ‘European Venture Capital loss account. Association’ (EVCA). Holding companies are valued on the basis of their net asset value reduced by a Cashflow and cashflow equivalents non-liquidity discount of 30 %. The cashflow and cashflow equivalents comprise the cash and current deposits, short-term deposits In the case of a disposal of a shareholding, the of less than 3 months, as well as very liquid difference between the net income from the sale investments that can be converted easily. and the book value (value in the balance sheet on the disposal date, corrected by the amount accumulated in the equity capital due to period

30 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Capital The deferred taxes are created when a temporary difference appears between the taxable base of an The issued shares are considered as representing asset or liability and the value at which it appears on the share capital. When a Group company acquires the consolidated balance sheet. The deferred tax is shares in the parent company, the price paid calculated by applying the marginal taxation rate as including the incurred and related costs are booked well as the provisions of the law in force at the time as a reduction in the equity capital up to the time of the calculation. when these shares are cancelled or sold. When such shares are sold, the disposal price net of the The deferred tax assets are booked in the assets expenses incurred during this sale transaction and when it is probable that the taxable profits will be net of taxes is added to the Group equity. available, which allows the deferred tax asset to be used. The equity capital issued is recorded at the cashflow figure obtained in return after a deduction of the When a Group company has a history of taxation direct issuance expenses. losses, the Group only books a deferred tax asset insofar as the Group has conclusive and convincing The Group shares, purchased during the 2007 information that a sufficient taxable profit will be financial year were deducted from the equity capital available during future financial years. for a total amount of € 17,043,429. No profit or loss was booked in the profit and loss account. PROVISIONS AND OTHER LIABILITIES The number of own shares is listed in note 18. Provisions are booked as soon as the Group has en BORROWINGS AND BANK OVERDRAFTS effective obligation (legal or implicit) resulting from past events which will probably lead to an exit of The borrowings and bank overdrafts that produce resources representing economic benefits, whose interest are booked at the cashflow amount amount can be estimated reasonably. received, following the deduction of possible direct issuance expenses. The transaction expenses (if The other liabilities are booked at their nominal they are material) are amortised over the residual value. lifetime of the debt. The credits in the current account are part of the short-term debts. NON-CURRENT ASSETS HELD WITH A VIEW TO BEING SOLD DEFERRED TAXES When, on the date that the financial statements are The taxes on the result are calculated in accordance closed, it is highly probable that the non-current with the legal stipulations. The advances paid for assets or directly linked groups of assets and a specific financial year and provisions for taxes liabilities will be disposed of, they are designated as on the result (IRC and ICC) estimated for the same assets (or groups) held for the purpose of financial year are offset. being sold.

Luxempart S.A. Annual report 2007 • 31 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Their disposal is considered highly probable if, on ACCOUNTING METHODS, CHANGES IN the date when the financial statements close, a plan ACCOUNTING ESTIMATES intended to put them up for sale at a reasonable price relative to their fair value has been adopted A change in the accounting method is only in order to find a buyer and to complete their applied if it meets the provisions of a standard or sale within a maximum period of one year. The interpretation and allows more reliable and more non-current assets (or groups) held with a view to relevant information. Changes in the accounting being sold are valued at the lower level between method are booked retrospectively, except in their book value and their fair value reduced by the the event of a transitory provision specific to sale costs. They are presented separately in the the standard or interpretation. An error, when balance sheet. discovered, is also adjusted retrospectively.

SECTOR INFORMATION The uncertainties inherent in the business make it necessary to use estimates in the context LUXEMPART is a company with financial of preparing the financial statements. The shareholdings. Each stake is managed and estimates arise from judgements intended to sold with the aim of maximising value for the provide a reasonable appreciation of the last shareholder. reliable information available. An estimate is revised to reflect changes in circumstances, the The sector information on IFRS 8 has not been new information available and effects linked to deemed relevant by LUXEMPART, as it is developing experience. in a single sector : financial asset management in Luxembourg.

The Group investments are essentially made in Benelux, and are set out in the sectors below and presented in the diagram for note 3: - Energy - Media and communication - Banking and insurance - Holding companies - Private Equity - Property

32 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 3. Sector information

Equity Energy 16% 13%

Property 3%

Holding companies 12%

Banking and Media and Insurance Communication 4% 52%

Note 4. Other income and operating expenses

The following table provides details of the operating expenses.

(Figures In €) 2007 2006 Taxes and levies other than income tax 148,457 104,840 Fees paid to directors 179,200 132,400 Fees 2,545,512 828,788 Rental expenses 41,416 22,727 Insurance expenses 25,838 30,232 Administrative expenses and other miscellaneous operating expenses 247,988 228,295 Total 3,188,411 1,347,282

All of the expenses are booked in the profit and loss account at the time of the transaction.

Luxempart S.A. Annual report 2007 • 33 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 5. Staff expenses and benefits

The following tables give the details of the expenses. Number of persons Categories 2007 2006 Executives 2 2 Clerical grade employees 4 3 Total 6 5

In € 2007 2006 Remuneration, salaries and bonuses 712,293 581,162 Social charges 41,872 40,819 754,165 621,981 Including the complementary pension plan 36,157 18,044

The stated figures only include the fully consolidated companies.

The Group has opted for a defined contributions to the services provided by staff during the current scheme and pays contributions annually to a period and previous periods. distinct entity (Foyer Life). The Group will not have any legal or implicit obligation to pay these The premiums are paid annually and booked contributions if the said entity does not have directly in the profit and loss account. sufficient assets to fund the benefits corresponding

Note 6. Dividends on financial fixed assets

The following table analyses the dividends received during the financial year and their segment-based classifications. In € 2007 2006 Foyer S.A. dividend at Luxempart Bank and Insurance 563,294 504,000 Foyer Finance S.A. dividend at Luxempart Holding 1,547,469 1,381,669 Dexia S.A. dividend at Luxempart Bank and Insurance 163,863 164,933 SES Global S.A. dividend at Luxempart Media and communication 5,516,836 5,015,306 SES Global S.A. dividend at Audiolux Media and communication 2,102,754 2,931,595 RTL Group S.A. dividend at Audiolux Media and communication 3,888,768 1,361,069 Other Private Equity 1,082,991 510,506 Total 14,865,975 11,869,078

34 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 7. Income, charges and assimilated interest

The following tables provide the details of the income, charges and assimilated interest. a. Interest and assimilated income In € 2007 2006 Creditor interest 1,853,328 1,187,157 Other income - - Total 1,853,328 1,187,157

b. Interest and assimilated charges (Figures In €) 2007 2006 Bank expenses and debtor interest 140,028 118,499 Other charges 67,242 60,120 Total 207,270 178,619

The creditor interest is essentially interest is The bank expenses and debtor interest essentially essentially interest on deposit accounts held at covers the interest on short-term cashflow lending institutions. An analysis of the financial risk advances for the financial year. relating to interest is set out in note 27.

Note 8. Claimable and deferred tax charge

The Group has booked the claimable tax charge on the corporate result for all of the Group companies as follows: a. Details of the item tax on ordinary activities and other taxes In € 2007 2006 Local authorities’ income tax - 988,922 Communal commercial tax -3,966 360,224 Deferred taxes 613,408 806,368 Foreign taxes on the result -313,136 - Taxes on the result from ordinary activities (b.) 296,306 2,155,514 Wealth tax 425,332 133,300 Total 721,638 2,288,814

Luxempart S.A. Annual report 2007 • 35 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 b. Reconciliation of the taxation charge with the result on ordinary activities

In € 2007 2006 Result before taxes (excluding the result of associated companies) 57,160,791 30,033,032 Average taxation rate for the parent company 29,62% 29,62% Theoretical tax charge 16,931,026 8,895,784 Specific tax regimes in foreign countries -313,136 - The taxation impact of regularisation of previous years - 1,200,000 The taxation impact of non-taxable capital gains -12,239,064 -4,494,998 The taxation impact of non-taxable dividends -4,082,520 -3,445,272 Total tax expense 296,306 2,155,514

The taxation impact of regularisation of previous years results from fiscal provisions relating to non-deductible corrections in value.

Note 9. Intangible fixed assets

The movements of intangible fixed assets which occurred during the 2006 and 2007 financial years are summarised as follows: Gross book value (figures In €) Software acquired on 31/12/2005 5,159 Investment and disinvestment 768 on 31/12/2006 5,927 Investment and disinvestment - on 31/12/2007 5,927

Amortisations (Figures In €) Software acquired on 31/12/2005 2,548 Amortisation 1,316 on 31/12/2006 3,864 Amortisation 1,353 Recovery - on 31/12/2007 5,217

Net book value (figures In €) Software acquired on 31/12/2006 2,063 on 31/12/2007 710

36 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 10. Tangible fixed assets

The movements of tangible fixed assets which occurred during the 2006 and 2007 financial years are summarised as follows: Equipment, € Vehicles Total Gross book value In offices and IT on 31/12/2005 23,087 21,712 44,799 Investment and 4,137 52,719 56,857 disinvestment Disposal and other -21,712 -21,712 items on 31/12/2006 27,224 52,719 79,944 Investment and 5,548 - 5,547 disinvestment Disposal and other - - 0 items on 31/12/2007 32,772 52,719 85,491

Equipment, € Vehicles Total Amortisations In offices and IT on 31/12/2005 19,328 11,761 31,089 Amortisation 2,908 11,909 14,818 Recovery - -16,465 -16,465 on 31/12/2006 22,237 7,205 29,442 Amortisation 3,605 10,544 14,149 Recovery 0 on 31/12/2007 25,842 17,749 43,591

Equipment, € Vehicles Total Net book value In offices and IT on 31/12/2006 4,988 45,514 50,502 on 31/12/2007 6,930 34,971 41,900

Luxempart S.A. Annual report 2007 • 37 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 11. Companies valued using the equity method

The following tables give the details of the shareholdings in the companies valued using the equity method for 2006 and 2007.

Associated companies valued using the equity method In € Fair value on 31/12/2005 88,977,326 Acquisitions during the financial year - Disposals during the financial year - Share of result 12,215,534 IAS 39 on subsidiaries’ financial assets 7,451,837 Variation in scope and other items -876,624 Fair value on 31/12/2006 107,768,073 Acquisitions during the financial year - Disposals during the financial year -1 Share of the result 10,762,620 IAS 39 on subsidiaries’ financial assets -2,706,786 Fair value on 31/12/2007 115,823,906

At the end of the first half of 2007, our subsidiary According to the equity method, the stake is initially Audiolux sold its shareholding Voxmobile to registered at the acquisition price. The book value Mobistar for a total amount of € 33,446,250. This fluctuates depending on: disposal generated a total consolidated capital gain - the investor’s share of the results of the company of € 31,935 823, which is divided on 30 June 2007 held after the acquisition date. between the group share (€23,722,636) and the - adjustments relating to revaluations of financial minority interest (€ 8,213,187). fixed assets (shareholdings available for sale) according to IAS 39 which are booked by variations in equity capital in the subsidiaries.

Stock market price of listed companies valued using the equity method

Stock market price on 31/12/2007 – In € 2007 2006 Utopia s.a. 17.15 15.43 Cegedel s.a. 112.00 88.00

38 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 12. Other shareholdings available for sale

In € Total Fair value on 31/12/2005 495,122,450 Entry for the financial year 31,138,952 Exit for the financial year -42,852,508 Capital gains realised 18,096,653 Variation in the fair value through the reserves -1,577,127 Variation in the fair value through the profit and loss account 280,171 Fair value on 31/12/2006 500,208,591 Entry to the financial year 9,560,897 Share buy-back exit -44,236,114 Exit from the financial year -20,361,002 Capital gains made 9,778,238 Variation in the fair value through the reserves 101,611,038 Variation in the fair value through the profit and loss account 1,030,842 Fair value on 31/12/2007 557,592,490

During 2007, the Group disposed of some assets, adjustment and by the distribution of RTL and SES and the capital gains made are booked in the profit shares. One section of the positions listed above and loss account as a counterpart to the revaluation are subject to market risks. An analysis of the risk reserve. During the financial year, its subsidiary linked to rate fluctuations is listed note 27. Audiolux carried out a share buy-back action for its shares. The purchased shares were financed by an

Note 13. Long-term receivables

The following table gives the details of long-term receivables.

In € 2007 2006 Loans - 3,633,053 Total 0 3,633,053

The fair value of the different components of the These receivables are greater than one year and long-term receivables does not differ significantly essentially involved loans to companies valued from the book value. using the equity method.

Luxempart S.A. Annual report 2007 • 39 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 14. Deferred taxes

The deferred taxes recorded in the balance sheet are analysed as follows: a. Details of the deferred taxes item Active deferred taxes Passive deferred taxes In € 2007 2006 2007 2006 Intangible fixed assets 270 270 - - Tangible fixed assets 88 88 - 97 Financial assets 333,642 - 1,348,805 1,112,742 Immunised reserves - - 4,620,542 4,620,542 Total 334,000 358 5,969,347 5,733,381

b. Reconciliation of the adjustments through the profit and loss account (note 8) Active deferred taxes Passive deferred taxes In € 2007 2006 2007 2006 Intangible fixed assets - 22 - - Tangible fixed assets - - - 97 Financial assets 162,775 - 671,031 161,135 Immunised reserves - - 105,152 645,158 Total 162,775 22 776,183 806,390

IAS 12 The ‘Financial assets’ item includes deferred LUXEMPART S.A. benefits from the provisions of taxes relating to IAS 39 below and deferred taxes article 54 LIR on tax exemptions on capital gains calculated on the deferred capital gains and losses made. This item has been reintegrated into the posted in the profit and loss account. Group equity capital after the deduction of a passive deferred tax worth € 4,620,542 (2006: € 4,620,542). During the 2007 financial year, the Group made a IAS 39 capital gain on the disposal of Dexia securities. This The movement of deferred taxes in the liabilities capital gain was immunised in the annual accounts. relating to the IAS 39 standard represents the share This immunisation, which is not authorised under of deferred taxes in the fair value of the financial IFRS standards was reintegrated into the profit assets available for sale. The various shareholdings and loss account following deduction of a passive which do not have the Parent/Child system (*) lead deferred tax (€ 105,152) booked into the Immunised to the calculation of a deferred tax: Reserves item. - Passive in the case of a deferred capital gain. - Active in the case of a deferred capital loss.

(*) Article 166 b LIR

40 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 15. Short-term receivables

The following table shows the details of the short-term receivables. In € 2007 2006 Tax receivables 744,769 3,437,986 Trade receivables 151,935 11,239 Other receivables 4,366,937 127,016 Prepayments and accrued income - 38,852 Total 5,263,641 3,615,093

The fair value of the different components of the date for the short-term receivables does not differ short-term receivables is lower than 1 year. The due significantly from the book value.

Note 16. Financial assets held for negotiation purposes

The movements on this item during the financial year are presented as follows: a. Breakdown by entity In € Total Fair value on 31/12/2005 6,472,607 Acquisitions during the financial year 20,170,480 Disposals during the financial year -8,582,754 Capital gains or losses realised -17,151 Variation in the fair value through the profit and loss account 227,563 Fair value on 31/12/2006 18,270,745 Entry of the financial year 8,447,956 Exit from the financial year -3,889,138 Capital gains or losses realised -338,913 Variation in the fair value through the profit and loss account 721,742 Fair value on 31/12/2007 23,212,392

The financial assets held for negotiating purposes An analysis of the risk linked to a fluctuation in essentially comprise unit trust shares which are shares and prices is set out in note 27. subject to a market risk.

Luxempart S.A. Annual report 2007 • 41 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 17. Cashflow and cashflow equivalents

The table below gives details of the cashflow. Breakdown by type In € 2007 2006 Bank deposits with lending institutes 58,960,000 26,880,000 Assets in the bank and cash 2,030,646 518,121 Total 60,990,646 27,398,121

The term deposits are generally periods which at the variable rate available in the market. An range from 15 to 30 days depending on the Group’s analysis of the liquidity risk is given in note 27. need for liquid funds. The deposits are remunerated

Note 18. Capital, issue premium and result per share

a. Capital and issue premium In € 2007 2006 Subscribed capital 59,844,825 59,844,825 Issue premium 15,110,400 15,110,400 Total 74,955,225 74,955,225

b. Number of shares 2007 2006 Weighted number of shares in IFRS standards on 01/01 2,274,739 2,393,793 Number of own shares acquired or disposed of during the period -90,143 175,648 Average number of shares in IFRS standards on 31/12 2,350,789 2,274,739

c. Result per share In € 2007 2006 Net result for the financial year – group share 58,811,194 35,687,271 Net result for the financial year – third party interest 177,392 4,272,481 Average number of shares issued 2,350,789 2,274,739 NET RESULT PER SHARE – GROUP SHARE 25.02 15.69

On 31 December 2007, the subscribed capital entitlement to a dividend and confers a vote during amounts to € 59,844,825 and is represented the General Meetings. by 2,393,793 fully paid up shares without any designated nominal value. Each share provides The authorised capital amounts to € 90 000 000.

42 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 There is no other class of shares, options or On 31 December 2007, the Group has not issued preferential rights which provides entitlement to the new shares, but has bought back 2,557 shares and issue of shares of a different class which could have sold 92,700 of its own shares to external investors at a dilutive effect on the number of shares issued. an average price of € 189.07. The average weighted number of shares in circulation used to calculate the result per share is therefore 2,350,789.

Note 19. Reserves

The following table gives the details of the reserves. a. Reserves In € 2007 2006 Legal reserve 5,984,483 5,984,483 Revaluation reserves 388,113,065 290,059,741 Total 394,097,548 296,044,224 b. Other reserves In € 2007 2006 Other reserves 135,067,397 117,312,871 Special reserve 9,445,899 9,445,899 Consolidated reserves 95,177,625 87,184,235 Reserve for own shares -16,183,050 -33,226,479 Reserves for charged wealth tax 621,000 96,000 Total 224,128,871 180,812,526

GENERAL TOTAL 618,226,419 476,856,750

LEGAL RESERVE Five percent must be deducted annually from This deduction will cease to be mandatory when the the net profit of accounts drawn up under the reserve fund reaches one tenth of the share capital. Luxembourg reference system to establish the reserve fund stipulated by Luxembourg law. The legal reserve cannot be distributed to the shareholders, except if the company is dissolved.

Luxempart S.A. Annual report 2007 • 43 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 RESERVES FOR TAXES ON THE CHARGED SPECIAL RESERVE WEALTH TAX On 31 December 2007, this item amounts to In accordance with the tax legislation in force, the € 9,445,899 (2006: € 9,445,899) and includes the parent Company LUXEMPART S.A. has charged capital gains on the disposal of fiscally immunised the wealth tax charge to the amount for local securities (Special items with a reserve quota). authorities income tax. In order to comply with the These capital gains, posted to the liabilities of the legislation concerned, the Company has decided to balance sheet, result from application of Article 54 allocate an amount corresponding to five times the of the law on income tax and must be reinvested amount of charged wealth tax to a blocked reserve. before the end of the second operating financial The period of unavailability of this reserve is five year following the year of disposal. If not reinvested years from the year following the year when the within this time frame, these capital gains will be wealth tax is charged. This reserve is included in the recredited by the profit and loss account in the ‘Consolidated reserves’ item and is € 621,000 on annual accounts and subjected to tax. 31 December 2007 (2006: 96,000) CONSOLIDATION RESERVES REVALUATION RESERVE The consolidation reserves comprise the variation On 31 December 2007, this item amounts to in reserves held by companies consolidated during € 388,113,065 (2006: € 290,059,741) and essentially the financial year under review, as well as possible comprises the deferred capital gains and losses movements linked to consolidation entries. This net of deferred tax ensuing from the fair value of reserve also includes the IFRS adjustments of financial fixed assets according to the provisions of companies which are in the scope of consolidation. IAS 39. During the 2007 financial year a share of the The total amount of this reserve on 31 December revaluation reserve was transferred to the profit and 2007 is € 95,177,625 (2006: € 87,184,235). loss account due to the disposal of a portion of the financial assets. This share amounts to € 9,778,238 TOTAL EQUITY CAPITAL – THIRD PARTY (2006: € 18,096,653) and is found in the item ‘Gains INTEREST made on the disposal of financial fixed assets’. After the performance of the share buy-back operation on Audiolux, Luxempart holds over 99.5% of its subsidiary. As a result, the third party interest has been reduced to EUR 1,036,013.

44 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 20. Long term debts

In € 2007 2006 Tax debts 3,852,564 4,872,839 Other debts 14,754 11,257 Total 3,867,318 4,884,096

The provisions for pour taxes are essentially located These are tax provisions for income tax and in Audiolux S.A. and Luxempart S.A. communal commercial tax from previous years.

Note 21. Short-term debts

In € 2007 2006 Tax and social debts 146,136 51,155 Commercial debts 244,725 519,534 Other debts 3,308 - Adjustment items - 13,356 Total 394,169 584,045

The fiscal and social debts, commercial and other They are lower than 3 months. The fair value of debts essentially arise from the sums due to our short-term debts does not differ significantly from various suppliers and service providers in the the book value. context of our activities.

Luxempart S.A. Annual report 2007 • 45 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 22. List of subsidiaries and entities consolidated jointly

a. Subsidiaries consolidated by global integration Integration rate Integration rate on Company Address Activity on 31/12/2007 31/12/2006 Audiolux S.A. 12, Rue Léon Laval 99.52% 73.47% Holding company - L - 3372 Leudelange Media and Communication Audiocom S.A. 12, Rue Léon Laval 100.00% 73.47% Holding company - L - 3372 Leudelange Media and Communication

b. Subsidiaries consolidated using the equity method Integration rate Integration rate on Company Address Activity on 31/12/2007 31/12/2006 Utopia Group 45, av. J.F. Kennedy 44.44% 21.07% Cinema group VoxMobile S.A. L - 1855 Luxembourg Cegedel Group * Z.I.Bourmicht 0.00% 32.12% Telecommu Luxempart-Energie L – 8070 Bertrange nications S.A. ** Indufin Capital 2, rue Thomas Edison 15.65% 15.65% Energy Partner S.A. ** L – 8080 trassen Indufin S.A. ** Vanoplast S.A.*** 12, Rue Léon Laval 51.00% 51.00% Holding company - L - 3372 Leudelange Bergilux Holding Energy S.A. *** Indufin Capital 12, Rue Léon Laval 50.00% 0.00% Private Equity Partner S.A. ** L - 3372 Leudelange Indufin S.A. ** 51, rue du Poinçon 50.00% 50.00% Private Equity B-1000 Bruxelles Vanoplast S.A.*** 161, Drève Richelle 50.00% 50.00% Holding company B-1410 Waterloo Bergilux Holding 9b, Bd Prince Henri 50.00% 50.00% Holding company S.A. *** L-1724 Luxembourg

(*) Company held by Luxempart Energie S.A. (**) Company under joint control (***) Company held by Indufin S.A. .

The value based on the equity method of these According to IAS 31 and on an alternative basis, the shareholdings is € 115,823,906(2006: companies under joint control are integrated using € 107,768,073) on 31 December 2007. the equity method.

46 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 23. Dividends

A final dividend to be paid in 2007 for the 2006 submitted to the General Meeting of Shareholders € financial year of € 5.00 gross per share, has been for approval, compared with 4.50 gross per share one year previously.

In € 2007 2006 Dividend for the previous financial year paid during the financial year 11,377,940 10,020,024 Dividend on own shares - 752,045 Total dividend paid during the financial year 11,377,940 10,772,069

The accounts for the 2007 financial year do not This was not posted as a debt in the 2007 financial take account of the dividend which will be proposed statements. to the General Meeting of Shareholders on 28 April 2008. Note 24. Main off-balance sheet rights and commitments

Audiolux Luxempart In relation to the sale of VoxMobile to Mobistar, LUXEMPART has invested in various investment Audiolux, following the example of the other funds and has made a commitment of a total vendors, signed ‘representations and warranties’ amount of € 12,500,000. On 31 December 2007, which could lead to a warranty call for a maximum € 6,919,677 had been paid. of € 5.6 million, subject to an individual and global threshold of accuracy. This risk runs up to the end of 2008.

Note 25. Remuneration allocated to the directors and members of management

In € 2007 2006 Directors’ fees, fixed fees and attendance fees 220,000 154,000 Remuneration of the senior executives 508,861 419,000 TOTAL PAID DURING THE COURSE OF THE FINANCIAL YEAR 728,861 573,000

The remuneration allocated to directors and members of management during the 2007 financial year are included in the ‘Operating Expenses’ item.

Luxempart S.A. Annual report 2007 • 47 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 26. Accounting methods, The management policy for this risk is established changes to the accounting principles and controlled by the Executive Committee, the Board of Directors and the Audit Committee. There was no change to the accounting principles On 31 December 2007, the investments in listed during the 2007 financial year. companies account for 64.31 % (2006: 71.31%) of the Group’s net assets. Note 27. Financial risks The Group investments are essential in listed companies (Luxembourg Stock Exchange, Brussels The Group’s major risk is the exposure of its Stock Exchange and Paris Stock Exchange). The financial assets to the market risk. table below presents the investment by asset category on the basis of the total financial assets.

2007 2006 Investment in listed companies 70.1% 73.98% Investment in Private Equity 25.15% 22.25% Investment in Private Equity funds 4.84% 3.77% Total 100.00% 100.00%

Management of the market risk A variation interval of + 10% to - 10% was applied The market risk applies to a loss in the value of to the valuation on 31 December 2007. This variant assets invested via the stock market in shares or influences the reserves and profit and loss account. unit trust shares. These securities are listed on This risk variable is relevant and reasonably the stock market and are therefore subject to the possible. LUXEMPART has a long-term vision of variations and risks inherent in financial markets. its shareholdings and therefore does not disinvest It is possible that the value of all or part of these systematically depending on the volatility of stock securities will be lower than the last recorded book market prices. Nonetheless, LUXEMPART carries value at any given time. An analysis of the sensitivity out daily tracking of the price trends for its listed of the assets is listed in the table below. shareholdings.

In € +10% +7,50% +5% -5% -7,50% -10% Variation through the profit 1,379,997 1,034,998 689,998 -689,998 -1,034,998 -1,379,997 and loss account Variation through the reserves 39,672,497 29,754,373 19,836,248 -19,836,248 -29,754,373 -39,672,497

48 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Management of the interest rate risk The average investment period for term deposits is Management of the interest rate risk entails (totally 15 days and the average rate is 3.88%. The analysis or partially) hedging against the fluctuation in below shows the impacts before taxes that possible debt interest rates through a fixed interest rate in increases or decreases in interest rates would have accordance with an internal policy adopted by the on the Group result. Board of Directors of each entity depending on its needs.

In € 2007 Variable of + 50 base points 245,740 Variable of - 50 base points -245,740

Management of the exchange rate risk Note 28. Linked parties The Group mainly invests in positions in the Group’s functional currency (EUR). No position is invested in The turnover exclusively includes reinvoicing to a different currency. There is no significant exposure companies valued using the equity method. This to the exchange rate risk. item incorporates the administrative expenses charged by the parent company. Management of the credit risk The credit risk is the risk that contracting third Note 29. Events after the closing parties will not respect their commitments date to the Group during transactions with it. Each shareholding is responsible for managing the credit Audiolux risk in accordance with the most suitable specific The Board of Directors of Audiolux has decided procedures for the situation. to undertake a takeover bid for the Utopia S.A. held by the public at a price of € 25 per share. Management of the liquidity risk The bid will be launched at the latest during On 31 December 2007, LUXEMPART does not have the second half of 2008. With the agreement of financial debts and has a high level of liquidity. The Utopia Management S.A., the bid will be aimed liquidity risk is low. exclusively at floating shareholders, representing approximately 17.5 % of Utopia’s capital. Utopia is currently listed on the second market (EURO MTF) of the Luxembourg Stock Exchange. Following the bid, Audiolux will ask Utopia to deposit a request to withdraw from its stock market listing.

Luxempart S.A. Annual report 2007 • 49 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Luxempart QUIP was set up in 1994 by 3 founders to offer During the first quarter Luxempart acquired 30% temporary work and outsourcing solutions services. of the capital in DS Care S.A. (DS Care). DS Care is In 2007, the company reached a consolidated a Luxembourg company that was recently founded turnover of € 33 million and employs approximately by the Sinequanon Investment Fund. DS Care’s 1,000 staff. goal is to become a European operator in health and healthcare for senior citizens. Demand in the In addition to traditional temporary work, the European healthcare for senior citizens sector is services also include the management of specific growing sharply due to population ageing. This sections of the manufacturing and assembly growth in demand for services, supplied by the process for very varied customers. Thanks to its public service in the majority of European states, is range of specialist offerings and its pool of qualified generating unprecedented pressure in this sector. labour placed at its customers’ disposal, QUIP differentiates itself from its regional competitors. LUXEMPART, via its 100% subsidiary Audiocom, The main business sectors targeted are the participated in the operation to restructure IEE’s production and assembly of machines, equipment debt and capital. During this operation, Audiocom and metal structures. The Company aims to open received € 5.8 million, while largely retaining the new branches to supplement the current network same level of shareholding in IEE (9.6%). which already has a presence in 4 cities and to approach new market segments. LUXEMPART together with S-UBG AG, a German investment company from the Aachen region, LUXEMPART has converted all of its convertible and the management are taking over all of the bonds to become a shareholder in European United shares in the firm QUIP AG located in Baesweiler Bakeries S.A., the parent company of an industrial near Aachen. QUIP offers temporary work and group operating in the bakery sector in the Czech outsourcing services in the western part of North- Republic, Slovakia and Hungary. The Group reached Rhine Westphalia. LUXEMPART will hold 60% of the a consolidated turnover of approximately € 233 capital for an investment of approximately million for 2007. The investment amounts to € 6.5 million. The financing structure, which € 11.25 million representing 10% of the capital. corresponds to a leveraged buy-out, incorporates LUXEMPART has a seat on the Board of Directors of a bank borrowing involving the State Bank and the parent company and its main subsidiaries. Savings Bank alongside two German banks.

50 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Note 30. Disputes

In the context of the case against Bertelsmann and associates in the RTL Group file, the Court of Cassation has just handed down a ruling which comprises a positive turning point for the minority shareholders represented by their leader Audiolux. As such, the case has been sent to the European Court of Justice which will have to rule on the application to Luxembourg of principles on the equality of shareholders resulting from EC legislation. Moreover, Bertelsmann has withdrawn its plan to launch a takeover bid at € 82 per RTL Group share due to the fact that, in accordance with the CSSF interpretation, the provisions on a squeeze-out contained in Luxembourg law would not apply.

Luxempart S.A. Annual report 2007 • 51 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Annual company accounts

Summary

p. 53 MANAGEMENT REPORT ON THE COMPANY ACCOUNTS ON 31.12.2007

p. 55 Report by the Statutory Auditor

p. 56 Balance sheet p. 58 Profit and loss account

p. 59 ANNEXES

52 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Management report on the company accounts on 31 December 2007

Luxempart closed the 2007 financial year by The shareholdings in the portfolio are evolving realising an annual profit of € 38.42 million positively and paid a dividend for the 2007 financial compared with € 25.97 million at the end of 2006. year that is up compared with the previous financial This increase is essentially due to gains from the year, thus ensuring an increase in Luxempart’s sale of assets. recurring result. The income from shareholdings include an exceptional dividend of € 13.5 from Luxempart sold its shareholding in IEE to its subsi- Indufin in 2007. diary Audiocom. This transaction led to a capital gain of € 22.42 million. Luxempart also replaced Audiolux carried out a share buy-back operation a port of the shares held on a cross-shareholding after which Luxempart holds over 99.5% of the basis (3.8%) while realising an exempted capital Audiolux capital. The Audiolux share was withdrawn gain of € 1.81 million. from the Luxembourg Stock Exchange. There is a plan to merge Luxempart and Audiolux in 2009. Luxempart invested € 2.5 million in the Consolis Audiolux did not pay a dividend in 2007 Group, the leading manufacturer of prefabricated concrete in Europe. The Group has one hundred Poweo factories spread throughout Europe and covers both Luxempart acquired Poweo securities in 2007 and the construction and public works markets. The has just increased its shareholding which amounts Group has excellent growth prospects. to 1.1% today. Poweo, whose shares are listed on Alternext Paris, is the most important supplier of The investment was made through a co-investment electricity and gas in France following deregulation vehicle set up by LBO France which took the lead of the market. It is pursuing significant commer- in this file. LBO France manages French small cap cial development in parallel to the establishment of and mid market Private Equity funds. Moreover, production facilities in different locations in France. Luxempart is a shareholder in one of the LBO In view of the downward trend in the stock market France small cap funds. price, Luxempart S.A. recorded a correction in value of approximately € 0.5 million at the end of 2007. This investment fits into the development strategy for the Private Equity division. Through the invest- Private Equity ment funds in which Luxempart holds a stake, it Luxempart has converted all of its convertible establishes preferred links with teams with an bonds to become a shareholder in European United international reputation, which enables it to extend Bakeries S.A., the parent company of an industrial its network of relationships while accessing funds of group operating in the bakery sector in the Czech significant size. Republic, Slovakia and Hungary. The Group reached a consolidated turnover of approximately € 233 million in 2007. The investment amounts to € 11.25 million for 10% of the capital. Luxempart has a seat on the Board of Directors of the parent company and the main subsidiaries.

Luxempart S.A. Annual report 2007 • 53 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Appropriation of the profit The profit for the financial year after taxes amounts profit of € 12,000,000, the sum of € 50,421,132 is to € 38,421,132. After taking account of the deferred available to the Meeting.

To the shareholders as a dividend ( 2,393,793 – 85,505 = 2,308,288 shares x € 5.60) € 12,926,412.80 Allocation to the other reserves item € 22,494,719.20 To the amount carried forward € 15,000,000.00 Total € 50,421,132.00

Your Board proposes the payment of a dividend Own shares of € 5.60 gross per share, (2006: € 5.00 gross On 31.12.2007, the Company holds 85,505 of its own per share), which is € 4.76 net per share, after shares, i.e. 3.57% of the share capital, represen- withholding tax of 15%. This proposed dividend ting an amount of € 16,183,048.80. The Company represents an increase of 12% compared with the does not intend to cancel the shares held on a cross previous financial year. The procedures for paying shareholding basis for the time being. These shares the dividend will be communicated at the ordinary could form the subject of a replacement depending General Meeting of 28 April 2008. on the opportunities available.

Prospects and important events after the closing date for the annual accounts Our main shareholdings (SES, Foyer Group, Cegedel, RTL Group) have announced the payment of a dividend for the 2007 financial year that is up compared with the previous financial year, which makes it possible to plan an increase in the recurring result for Luxempart in 2008. Moreover, Luxempart has acquired a stake in DS Care for approximately € 2.7 million and in QUIP AG for approximately € 6.5 million.

The Board of Directors 26 March 2008

54 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Report by the statutory auditor

To the shareholders of LUXEMPART aim of obtaining conclusive data on the amounts A public limited company and information supplied in the annual accounts. The choice of procedures comes within the scope REPORT ON THE ANNUAL ACCOUNTS of the Statutory Auditor’s judgement, as well as his evaluation of the risk of the annual accounts In accordance with the mandate issued by the containing significant anomalies, whether these General Meeting of Shareholders on 16 March 2007, result from fraud or errors. When undertaking these we have audited the enclosed annual accounts of evaluations of the risk, the Statutory Auditor takes LUXEMPART S.A, comprising the balance sheet on account of the internal control in force in the entity 31 December 2007 as well as the profit and loss for the drawing up and true and faithful presentation account for the financial year closing on this date, of the annual accounts to define the appropriate and the annex containing a summary of the main audit procedures for the circumstances and not with accounting methods and other explanatory notes. the aim of expressing an opinion on its efficiency. An audit also includes an appreciation of the appropriate Responsibility of the Board of Directors in drawing up nature of the accounting methods selected and the and presenting the annual accounts reasonable nature of the accounting estimates made The Board of Directors is responsible for the drawing by the Board of Directors, as well as an appreciation up and true and faithful presentation of these of the overall presentation of the annual accounts. annual accounts, in accordance with the legal and We estimate that the conclusive data collected is regulatory obligations concerning the establishment sufficient and appropriate for founding our opinion. and presentation of annual accounts in force in Luxembourg. This responsibility includes: the design, Opinion implementation and monitoring of an internal audit In our opinion, the annual accounts offer a true relating to the drawing up and true and faithful and faithful picture of the patrimony and financial presentation of annual accounts which do not situation of LUXEMPART S.A. on 31 December include significant anomalies, whether these result 2007, as well as of the results for the financial from frauds or errors; the choice and application year closing on that date, in compliance with the of appropriate accounting methods, as well as the legal and regulatory obligations on the drawing determination of reasonable accounting estimates in up and presentation of annual accounts in force in view of the circumstances. Luxembourg.

Responsibility of the Statutory Auditor Report on the other legal or regulatory obligations Our responsibility is to express an opinion on The management report, which is the responsibility of these annual accounts on the basis of our audit. the Board of Directors, is compliant with the annual We have carried out our audit in accordance with accounts. the International Standards on Auditing as adopted by the Institute of Auditors. These standards Deloitte S.A. Georges Kioes require us to comply with ethical standards and Auditor Partner to plan and undertake the auditor to obtain a reasonable assurance that the annual accounts 1 April 2008 do not contain significant anomalies. An audit implies the implementation of procedures with the

Luxempart S.A. Annual report 2007 • 55 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Balance sheet on 31 December 2007

ASSETS – In € Notes 31/12/2007 31/12/2006 Intangible and tangible fixed assets 3(b),4 44,650 54,205 Financial fixed assets 3(c),5 Shares in affiliated companies 116,559,982 105,838,317 Securities acting as fixed assets in nature 116,946,038 113,869,819 Own shares 16,183,050 21,876,571 Total fixed assets 249,733,720 241,638,912

Current assets Receivables with a residual duration of under 1 year 3(d),6 Receivables from affiliated companies 24,012,988 - Other receivables 1,450,681 2,830,734 Securities 3(e) Own shares or own stocks - 11,349,908 Other securities - 367,000 Deposits in banks, assets in postal cheque accounts and 3,022,130 881,945 in cash Total current assets 28,485,799 15,429,587 Prepayments and accrued income - 12,673 TOTAL ASSETS 278,219,519 257,081,172

The notes in the annex are an integral part of the annual accounts

56 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Balance sheet on 31 December 2007 (continuation and end)

LIABILITIES – In € Notes 31/12/2007 31/12/2006 Equity capital 7 Subscribed capital 59,844,825 59,844,825 Issue premium 15,110,400 15,110,400 Reserves Legal reserve 8 5,984,483 5,984,483 Reserves pour own shares 16,183,050 33,226,479 ‘Charged wealth tax’ reserve 9 621,000 96,000 Other reserves 111,274,804 80,969,590 Deferred profits 12,000,000 11,197,039 Result for the period 38,421,132 25,967,686 Total equity capital 259,439,694 232,396,502

Special items with a reserve quota 10 15,698,709 15,599,399

Provisions for risks and expenses

Provisions for taxes 2,794,071 3,915,410

Total provisions for risks and expenses 2,794,071 3,915,410

Debt with a residual duration of under one year 3(f)

Debts to affiliated companies 1,412 5,000,000 Other debts, including taxation and social security 6, 11 285,633 156,505 debts

Total debts 287,045 5,156,505

Accruals and deferred income - 13,356

TOTAL LIABILITIES 278,219,519 257,081,172

The notes in the annex are an integral part of the annual accounts

Luxempart S.A. Annual report 2007 • 57 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Profit and loss account for the financial year closing on 31 December 2007

Notes 31/12/2007 31/12/2006 Expenses Staff expenses 11 754,165 621,982 Salaries and remuneration 712,293 581,163 Social charges 41,872 40,819 Corrections in value on intangible and tangible 4 15,502 16,387 fixed assets Corrections in value on components of the current 5,364,125 - assets Other operating expenses 12 1,108,041 858,508 5 Corrections in value on the financial fixed assets 7,458,498 -

Interest and assimilated items 303,017 161,656 Concerning affiliated companies 215,044 41,473 Other interest and assimilated charges 87,973 120,183 Loss on the disposal of assets - 421,007 Taxes on the result from ordinary activities - 1,442,473 Allocation to the immunized reserves 10 355,004 2,178,116 Profit for the financial year 38,421,132 25,967,686 TOTAL EXPENSES 53,779,484 31,667,815

Income Other operating income 664,226 613,316 Income from shareholdings 25,679,716 13,424,993 From affiliated companies 16,745,793 5,840,446 Other income from shareholdings 8,933,923 7,584,547 Income from the sale of assets 14 25,212,508 17,210,651 Other income 154,070 - Other interest and assimilated income 1,813,270 418,855 Concerning affiliated companies - - Other interest and assimilated income 1,813,270 418,855 Recovery of the allocation to capital gains for 10 255,694 - reinvestment TOTAL INCOME 53,779,484 31,667,815

The notes in the annex are an integral part of the annual accounts

58 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Annexes to the annual accounts on 31 December 2007 Summary

p. 60 1. General points p. 60 2. Presentation of the annual accounts p. 60 3. Summary of the main accounting rules p. 62 4. Intangible and tangible fixed assets p. 62 5. Financial fixed assets p. 63 6. Other receivables and other debts p. 64 7. Equity capital p. 65 8. Legal reserve p. 65 9. ‘Charged wealth tax’ reserve p. 65 10. Special items with a reserve quota p. 65 11. Staff employed during the financial year p. 66 12. Remuneration to the directors p. 66 13. Correction in value on current assets item p. 66 14. Income from the realisation of assets p. 66 15. Off-balance sheet commitments

Luxempart S.A. Annual report 2007 • 59 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 1. GENERAL POINTS The main accounting rules adopted by the Company are as follows: LUXEMPART public limited company (‘the Company’) was founded on 25 April 1988 under (a) Conversion of items denominated in foreign the name BIL Shareholdings. The General Meeting currencies of Shareholders of 15 September 1992 decided to Monetary assets and liabilities, expressed in foreign change the Company’s name to LUXEMPART public currencies, are converted into Euros (€) at the limited company. The Company’s registered office exchange rate in force on the closing date. The is located at 12, rue Léon Laval in Leudelange. transactions during the financial year denominated The Company is listed on the Luxembourg Stock in foreign currencies are converted to Euros (€) at Exchange. The Company’s financial year begins the exchange rate in force on the transaction date. on 1 January and closes on 31 December of each year. The Company’s object is notably to acquire (b) Intangible and tangible fixed assets shareholdings, in whatsoever form in other The intangible and tangible fixed assets are valued companies, as well as the management, control and at the historical acquisition price. The acquisition value enhancement of these shareholdings. price is obtained by adding the ancillary expenses to the purchase price. The intangible and tangible fixed 2. PRESENTATION OF THE ANNUAL assets, whose use is limited in time are amortised ACCOUNTS on a linear basis using the following rates:

The Company presents consolidated annual Equipment concerned rate accounts and a consolidated management report • IT equipment and software (before 2003) 20% based on the legal and regulatory provisions set • IT equipment and software (from 2004) 33.33% by Luxembourg law. These are available at the • Vehicles 20% Company’s registered office. The intangible and tangible fixed assets whose 3. SUMMARY OF THE MAIN ACCOUNTING duration is not limited in time are not amortised. RULES (c) Financial fixed assets The annual accounts are drawn up in accordance Shares in affiliated companies with Luxembourg legal and regulatory provisions ‘Shares in affiliated companies’ are understood as and the generally accepted accounting practices. a shareholding in which LUXEMPART has exclusive control, and holds decision-making power at both the financial and operational level. In principle this control is the result of directly holding more than 50% of the voting rights.

60 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 The ‘shares in affiliated companies’ are valued (e) Securities at the historical purchase price which includes Securities are assets which are mainly acquired ancillary expenses. In the event of depreciation with a view to a short-term sale and which have a which is lasting in nature, the ‘shares in affiliated short-term profit-taking profile. companies’ form the subject of corrections in value in order to assign them the lower value that is Corrections in value corresponding to the negative appropriate for them on the date that the balance gap between the sale value and the cost of sheet closes. These corrections in value are not acquisition are not maintained when the reasons maintained when the reasons motivating them motivating them cease to exist. cease to exist. (f) Debts Securities acting as fixed assets The debts are entered in the liabilities at their ‘Securities acting as fixed assets’ are understood repayment value. to be a shareholding in which LUXEMPART does not exercise a significant influence. This lack of a (g) Corrections in value significant influence is assumed if LUXEMPART The corrections in value are deducted directly from does not directly or indirectly hold more than 20 % the asset concerned. of the voting rights.

The ‘securities acting as fixed assets’ are valued at the historical purchase price which includes the ancillary expenses. In the event of a depreciation which is lasting in nature, the ‘Securities acting as fixed assets’ are subjected to corrections in value order to assign them the lower value that is appropriate for them on the date that the balance sheet closes. These corrections in value are not maintained when the reasons motivating them cease to exist.

(d) Receivables Receivables are included in the balance sheet at the lower of their nominal value and their probable sale value. They form the subject of corrections in value when their recovery is partially or fully compromised. These corrections in value are not maintained when the reasons motivating them cease to exist.

Luxempart S.A. Annual report 2007 • 61 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 4. INTANGIBLE AND TANGIBLE FIXED ASSETS

The movements in intangible and tangible fixed assets which occurred during the financial year are summarised as follows:

€ Other plant, tools, furniture In and software Gross value on 01/01/2007 76,274 Entries for the financial year 5,947 Exits for the financial year - Gross value on 31/12/2007 82,221 Accumulated corrections in value on 01/01/2007 -22,069 Corrections in value for the financial year -15,502 Accumulated corrections in value on 31/12/2007 -37,571 Net value on 31/12/2007 44,650 Net value on 31/12/2006 54,205

5. FINANCIAL FIXED ASSETS

(a) The movements in the financial fixed assets which occurred during the financial year are summarised as follows:

€ Shares in affiliated Securities that act In companies as fixed assets Gross value on 01/01/2007 118,472,743 114,067,936 Entries for the financial year 23,810,559 9,005,511 Exits for the financial year -21,532,338 -5,352,433 Gross value on 31/12/2007 120,750,964 117,721,014 Accumulated corrections in value on -12,634,426 -198,117 01/01/2007 Corrections in value for the financial year -6,881,639 -576,859 Recoveries of corrections in value 15,325,083 - Accumulated corrections in value on -4,190,982 -774,976 31/12/2007 Net value on 31/12/2007 116,559,982 116,946,038 Net value on 31/12/2006 105,838,317 113,869,819

62 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 (b) Companies where LUXEMPART holds a shareholding of over 20 %

Equity capital (excluding the Result for the Company name Registered office % held result for the financial year financial year) 12, Rue Léon Laval Audiocom S.A. 100.00% 54,931 -5,360,680 L-3372 Leudelange

12, Rue Léon Laval Audiolux S.A. 99.52% 107,788,153 36,389,157 L-3372 Leudelange

12, Rue Léon Laval ICP sicar S.A. 50.00% 45,000,000 1,156,284 L-3372 Leudelange

Drève Richelle, 161 Indufin S.A. Bat O, bte 43 50.00% -7,165,092 7,966,431 B-1410 Waterloo

12, Rue Léon Laval Luxempart Energie S.A. 51.00% 81,611,588 6,322,135 L-3372 Leudelange

6. OTHER RECEIVABLES AND OTHER DEBTS

On 31 December 2007, the receivables amount On 31 December 2007 the other debts amount to to € 25,463,669 (2006: € 2,830,734) and are € 285,633 (2006: € 156,505) and are made up of made up of taxation receivables worth € 39,836 taxation and social security debts representing (2006: € 2,819,494), miscellaneous receivables of € 103,598 (2006: € 43,672) and miscellaneous debts € 1,391,829 (2006: € 11,240) and receivables from amounting to € 182,035 (2006: € 112,833). affiliated companies worth € 24,012,988.

Luxempart S.A. Annual report 2007 • 63 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 7. EQUITY CAPITAL The movements in equity capital during the financial year break down as follows:

Subscribed Issue Legal Charged Reserve for Other Deferred Result € capital premium reserve wealth tax own shares reserves profit/loss for the In reserve financial year On 31/12/2006 59,844,825 15,110,400 5,984,483 96,000 33,226,479 80,969,590 11,197,039 25,967,686

Appropriation of the result - dividends -11,377,940 - dividends on - own shares - other reserves 13,261,785 -13,261,785 - Charged wealth tax 525,000 -525,000 reserve - Carried for- 802,961 -802,961 ward

Provisions for 2007 - reserve for -17,043,429 17,043,429 - own shares Result 2007 38,421,132 On 31/21/2007 59,844,825 15,110,400 5,984,483 621,000 16,183,050 111,274,804 12,000,000 38,421,132

On 31 December 2007, the subscribed capital of The acquisition was made within the limits of the € 59,844,825 is represented by 2,393,793 fully authorisation granted by the ordinary General paid up shares without any designated nominal Meeting of 30 April 2007. value. During the 2007 financial year, the Company acquired and 2,557 of its own shares and then sold The par value of the own shares is € 2,137,625. 92,700 of its own shares at an average price of The ordinary General Meeting of 30 April 2007 €189.07 per share, with the result that the balance decided to distribute a gross dividend of € 5.00 per on 31 December 2007 is 85,505 of its own shares. share for the 2006 financial year. In compliance with the law, an amount equal to this value was allocated to a blocked reserve through a deduction from the ‘Other Reserves’.

64 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 8. LEGAL RESERVE If they are not reinvested within this time frame, these capital gains will be recredited by the profit Five percent must be deducted annually from the and loss account and subjected to tax. During the net profit to establish the reserve fund stipulated 2007 financial year, LUXEMPART disposed of its by Luxembourg law. This deduction ceases to be shareholding in IEE which was the subject of reuse. mandatory when the reserve fund reaches one The capital gain was recredited by the profit and tenth of the share capital. loss account to an amount of € 255,694.

The legal reserve cannot be distributed to the 11. STAFF EMPLOYED DURING THE shareholders, except where the company is FINANCIAL YEAR dissolved. The number of staff employed on average during 9. ‘CHARGED WEALTH TAX’ RESERVE the 2007 financial year was 6 (2006: 5), represented by the following categories: In accordance with the tax legislation, the Company reduced the wealth tax burden. The Company has Categories Number of persons decided to allocate an amount corresponding to five 2007 2006 times the charged wealth tax to a blocked reserve. Executives 2 2 The period of unavailability of this reserve is five Clerical years from the year following the year when wealth 4 3 grade staff tax was charged. The staff expenses relating to the financial year Year Reserve break down as follows: 2006 525 000 2007 621 000 In € 2007 2006 Salaries and 712,293 581,163 10. SPECIAL ITEMS WITH A RESERVE remuneration QUOTA Social charges 41,872 40,819 754,165 621,982 On 31 December 2007, this item amounts to Including € € 36,157 18,044 15,698,709 (2006: 15,599,399) and includes the pensions capital gains on the disposal of fiscally immunised securities. These capital gains, booked to the liabilities in the balance sheet result from the application of article 54 of the law on income tax and have to be reinvested before the end of the second operating financial year following the year of the disposal.

Luxempart S.A. Annual report 2007 • 65 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 12. REMUNERATION TO DIRECTORS

During the course of the financial year LUXEMPART paid a fixed fee to directors to an amount of € 135,000 (2006: € 108,000) and an attendance fee of € 69,000. These amounts are included in the ‘Other operating expenses’ item.

13. CORRECTION IN VALUE ON A CURRENT ASSET ITEM

In the context of IEE’s disposal of its subsidiary AUDIOCOM S.A., LUXEMPART duly recorded a correction in value for its receivable of € 5,364,125, corresponding to the correction in value duly recorded by AUDIOCOM on IEE securities.

14. INCOME FROM THE DISPOSAL OF ASSETS

This item comprises capital gains made on the sale of immobilised securities as well as the sale of other securities.

15. OFF BALANCE SHEET COMMITMENTS

LUXEMPART has invested in various investment funds and has made a commitment to a total amount of € 12,500,000. On 31 December 2007, € 6,919,677 had been paid.

66 • Annual report 2007 Luxempart S.A. WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Financial calendar

Composition of the portfolio p.1

Enterprise today Message to the shareholders p.3

while thinking Organisational structure p.4

of tomorrow Information on the shareholdings

12, rue Léon Laval - L- 3372 Leudelange Main listed shareholdings p.6 Tel.: +352 420 947 - Fax: +352 425 462 e-mail: [email protected] www.luxempart.lu Private Equity p.16 WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 www.luxempart.lu WorldReginfo - 1d284765-0915-4783-8537-e28274ce0360 Financial calendar

Composition of the portfolio p.1

Enterprise today Message to the shareholders p.3

while thinking Organisational structure p.4

of tomorrow Information on the shareholdings