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FINANCIAL REPORT2013

contentsDIRECTORS’ REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 ..............................

BALANCE SHEET OF EIFFAGE ÉNERGIE AT 31 DECEMBER 2013....................................

INCOME STATEMENT OF EIFFAGE ÉNERGIE FOR THE YEAR ENDED 31 DECEMBER 2013 ..............

NOTES TO THE COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013 ......

ADDITIONAL INFORMATION ON THE BALANCE SHEET AND THE INCOME STATEMENT .......

FINANCIAL COMMITMENTS AND OTHER INFORMATION .................................................

OTHER EXCEPTIONAL AND SUNDRY INFORMATION ...................................................

SUBSIDIARIES AND PARTICIPATING INTERESTS ...........................................................

OTHER INFORMATION ..........................................................................................

FIVE-YEAR FINANCIAL SUMMARY ...........................................................................

STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS ..................................

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1EIFFAGE ÉNERGIE FINANCIAL REPORT 2013

Directors’ Report 2013

CONTEXTThe collective debate over energy transition highlights the challenges at climatic, economic and societal levels of new energy policies, which must necessarily be for the long run and which require significant investments by both the public and private sectors.

To address these challenges, Eiffage Énergie has developed expertise in many different areas, applicable right across the value added chain in energy management. Eiffage Énergie is positioned as a general electrical contractor, with a global offer spanning all areas of expertise touching on electrical engineering, climatic engineering and telecommunications. Its acknowledged expertise enables Eiffage Énergie to develop its activities, notably in the export markets, well beyond the confines of France and Europe.

THE GROUP’S ACTIVITIESThe activities of Eiffage Énergie in 2013 were marked by a signi-ficant international expansion, tight control of large, complex projects and an improvement in local customer loyalty in the French regions.

It is overseas that activities recorded the strongest growth, with sales increasing by more than 80%. Whether it is in Africa, where the group has been present for more than three decades, or more recently in Latin America, Eiffage Énergie’s expertise is recognised by all its customers. The growth in the group’s acti-vities addresses very different challenges in each country. While needs for electricity distribution and transmission infras-tructures are huge in Africa, the group’s Spanish subsidiary Eiffage Energia has been establishing a foothold in South America in order to serve its domestic customers, who are amongst the world’s biggest solar and wind energy project developers in the area of renewable energies.

In the infrastructure sector, which accounts for 45% of its sales, Eiffage Énergie worked with many local authorities on projects for burying power cables, for aerial and underground distribu-tion networks, traffic signalling systems, lighting systems for architectural landmarks and events, video-protection and security systems, urban traffic systems, and broadband networks. In the building and services sector, which accounts for 42% of sales taking into account both new builds and reno-vation, Eiffage Énergie made available its considerable exper-tise, notably in energy performance. In the industrial sector that accounts for 13% of sales, customers facing particularly challenging conditions called upon the experts of Eiffage Énergie, who proved partners capable of integrating customer objectives and production constraints.

In France, ongoing efforts to tighten the selection and execu-tion of large, complex projects, to optimise purchases and to improve productivity paved the way for another increase in the operating margin to 3.1%, despite two regions posting still unsatisfactory performances that are holding back the group’s overall performance. In Europe, there was another increase in the operating margin, up from 2.5% to 3.1%.

The consolidated sales of Eiffage Énergie came to €2,529 mil-lion in the year ended 31 December 2013. Order intake remained robust, as a result of which the order book reached €1,983 million.

KEY ACCOMPLISHMENTSMany projects were completed and delivered in 2013 in France and abroad.

Heating, ventilation, air conditioning and electrical systems for the Grand Carré de Jaude project in Clermont-Ferrand were completed and delivered after more than two years of work.

Low and high voltage electrical systems, heating, ventilation and air conditioning systems and fire protection systems were completed as part of the renovation of Hôtel-Dieu, a historical landmark that has been transformed into a five-star hotel, in Marseille.

Electrical, ventilation, lighting, signalling and toll systems for the Prado Sud tunnel, also in Marseille.

Eiffage Énergie completed and delivered the work on the new Orléans hospital and on the Jean Bouin stadium in Paris.

The Orléans, Tours and Rennes biomass power plants were completed and delivered to Dalkia, together with that of Vaulx-en-Velin to the municipal authority. These complex instal-lations include systems for managing the water and steam cycles and enabling the steam produced to be transformed into useful energy.

In Belgium, after two years of work, notably on the high and low voltage electricity systems as well the safety systems, the Marche-en-Famenne prison was inaugurated in October 2013. This was the first public-private partnership for a prison in the country.

The completion of Carrefour’s global headquarters, which were inaugurated in December 2013, mobilised the Eiffage Énergie teams, which worked on the high voltage, electricity distribution and electricity supply systems, as well as on a second lot for the generator sets. This was an extremely chal-lenging assignment given the sheer size of the project.

Amongst key ongoing projects, Eiffage Énergie is working on the Brittany-Loire valley high-speed rail line and the modernisa-tion of Senegal’s power grids. It is also involved in the high pro-file-project for the 195-metre high Majunga tower in the Paris La Défense business district. Undertaken by Eiffage Group, this project was completed and delivered in 2014, with six Eiffage Énergie units from the Ile-de-France having participated acti-vely in the different phases.

2 EIFFAGE ÉNERGIE FINANCIAL REPORT 2013

DIRECTORS’ REPORT 2013

• Electrical engineering work, under an operation and mainte-nance contract, at the Louvre museum in Paris.

• Work under an operation and maintenance contract at the Dieppe teaching hospital and work on air conditioning and plumbing systems at the Angers teaching hospital.

Operation and maintenance (O&M) contracts, which are becoming increasingly commonplace, and energy perfor-mance contracts are multiplying at Eiffage Énergie. In 2013, the company signed an O&M contract for the heating, venti-lation and air conditioning systems at 50 schools in the Sarthe. This a performance-based contract aimed at achieving reductions in energy consumption, the monetary value of any savings being shared by the General Council and Eiffage Énergie. Two areas have been identified in particular, day-to-day operations and investments in the modernisation of the sites.

The order intake underlines the positive momentum enjoyed by the activities of Eiffage Énergie and bodes well as regards its development prospects.

CORPORATE ACTIONS AND SUSTAINABLE DEVELOPMENTSafety

The physical wellbeing of employees is a priority in the group’s policy.

Promoting and monitoring preventive measures and line mana-gement’s involvement in workplace safety, notably through the stringent application of basic safety standards (safety inspection by immediate superiors, prevention briefs, post- accident analysis (including near accidents), debriefings after workplace accidents) are essential in improving Eiffage Énergie’s safety record.

In addition to providing more safety training to management and to worksite supervisors, various complementary actions were undertaken in 2013. A film was produced aimed at raising management awareness, which was shown during the acci-dent prevention week, with all Eiffage Énergie subsidiaries having participated actively in this project. Safety audits were carried out at underperforming entities. The frequency of occu-pational accidents has declined from 13.27 in 2012 to 11.35 in 2013, while accidents severity rate has improved from 0.76 in 2012 to 0.58 in 2013.

ORDER INTAKE AND PROSPECTSMajor orders taken in 2013 abroad include notably:

• In Chile, a contract for the construction of a solar photovol-taic plant in San Andrés that will be undertaken by the group’s Spanish-based subsidiary.

• In Spain, local subsidiaries are working on most major elec-trical infrastructure projects; the most high-profile include improvements to cross-border connections between France and Portugal, also a new subsea connection linking the Balearic Islands.

• In Portugal, the local subsidiary is installing panels for a 2.2MW solar photovoltaic array being developed for Martifer Solar.

In France:

• Restructuring of Michelin’s research centre at the Ladoux site in Clermont-Ferrand as part of Urbalad project. Undertaken since June 2013 with other Eiffage divisions, for a delivery sche-duled in December 2018, Eiffage Énergie will work on the elec-trical, heating, air conditioning and sanitary plumbing systems.

• Rollout of a broadband network in Cantal, undertaken through a public-private partnership, for Orange, which is expected to take four years, with Eiffage Énergie responsible for the studies, the project steering, the laying and connecting the optic fibre cables as well as all the mechanical and conventional civil engineering.

• Construction of the new ENSE3 school for Effigreen as part of the GreEN-ER project; a public-private partnership agreement with Eiffage came into force in September 2013, with delivery scheduled in June 2015, Eiffage Énergie being responsible for the electrical engineering, heating and air conditioning systems.

• Construction of the Toulouse School of Economy of the Tou-louse 1 University, with delivery scheduled in June 2015, Eiffage Énergie being responsible for the heating, air conditioning and smoke scrubbing systems.

• Work equipping and repairing the low voltage systems for line 1 of the Lille metro network, with delivery scheduled in June 2015, Eiffage Énergie being responsible for five lots: video, sound and intercom systems, emergency telephones and fire detection. This is being undertaken for Alstom as part of a pro-ject aimed at doubling the capacity of this line.

• Installation of a public lighting system and traffic lighting system for phase 2 of the Douai tramway, which is being under-taken for the Syndicat Mixte des Transports du Douaisis.

• Major rail signalling work at the Gare de Lyon in Paris, which is being undertaken for SNCF.

• Renovation of the prestigious Ritz hotel in Paris, Eiffage Énergie being responsible for high voltage systems.



Innovation, research and development

Cities concentrate all environmental and social issues when urbanisation has been rapid, but they also nurture organisa-tional and technical solutions, and as such they concern all the activities of a lead contractor such as Eiffage. The methods and technical solutions devised by Phosphore, the sustainable urban development laboratory, notably the sustainable construction HQL standards, have proven apt. Subject matters that mobilise in particular Eiffage Énergie in the work done on the Phospore sustainable city include notably building energy solidarity and the integration of smart applications in building energy management. Priority action plans in the areas of inno-vation, research and development have focused on curbing the consumption of fossil fuels and reducing greenhouse gas emissions through a finely-tuned steering of Eiffage Énergie’s activities. The integration of digital technology and smart appli-cations in the sustainable city service offer is mobilising the efforts of the managers and teams working on Smart City pro-jects. Actions implemented by Eiffage Énergie also see to pre-vent light pollution through public lighting systems adapted to city lighting plans.

Responsible purchasing

The code of conduct for buyers –standards adopted in 2009 that define the proper behaviour of buyers for a balanced rela-tion with suppliers – was updated in 2013 to integrate both the ten universal principles of the Global Compact and the ten commitments contained in the Mediation Charter signed in 2010. In addition to CSR assessments, buyers collaborate closely with environmental managers to integrate specific environ-mental criteria in tender invitation procedures and contract follow-up, with this approach being extended to an increasing number of product categories. As regards socially inclusive pro-curement from the protected and adapted sectors, successful local initiatives were publicised internally in 2013 to encourage similar initiatives.

Quality

With more than 90.9% of consolidated sales in the year ended 31 December 2013 (compared with 86% in 2012) contributed by entities that are ISO 9001 certified, Eiffage Énergie continues to operate to high standards when it comes to quality assu-rance and is still looking to tighten controls over attendant risks. Besides holding a range of specific certifications and homolo-gations (Cefri, UTO, Qualifoudre, etc.) that ensure teams work in full compliance with all requirements, the emphasis is on deve-loping exchanges and networking between the different busi-ness lines and areas of expertise within the group to improve further the efficiency of management systems as well as cus-tomer satisfaction. Since November 2013, as part of a conti-nuous improvement process, the Quality, Prevention and Environment department has been organising working groups covering the following subject matters: customer satisfaction surveys, subcontractor assessments, controls and trials. The objective is to identify concrete measures to constantly improve our performances.

Environment

The last decade has seen a significant tightening up of the regulatory and legal framework in the area of corporate and environmental responsibility, spurred notably by the strong pres-sures exerted by public opinion.

To address these environmental challenges, Eiffage Énergie has continued to make progress in this area in 2013, with the pro-portion of ISO 14001 certified sales increasing to more than 85% in 2013 from 81% in 2012. The year ended was also marked by several action plans to optimise energy performance and achieve the targets for reducing greenhouse gas emissions set in connection with the 2012 carbon balance statement. Several action plans were implemented to monitor and pool efforts managing environmental risks and footprints: since 2013, envi-ronmental actions by subsidiaries have been the object notably of quarterly reporting, which has indicated there has been significant progress in this area. Emissions by Eiffage Énergie total 66,471 tonnes of CO2 equivalents. To achieve a nearly 10% reduction in these emissions, the Company has drawn up its own action plan that addresses both its activities and its installations.

Eiffage Énergie strives to anticipate the needs of customers in addressing the consequences of climate change. Sustainable development aspects are addressed when answering tender invitations by considering the characteristics of products accor-ding to their life cycle, by optimising building energy efficiency, and by proposing solutions adapted to post-carbon cities, with the emphasis on maximising recourse to renewable energies. As eco-design approaches are rolled out, so Eiffage Énergie integrates life-cycle analysis tools in the selection of products and equipment according to their environmental and sanitary characteristics. The goal is not just to optimise the cost effecti-veness of energy efficiency programmes, but also to reduce their environmental and sanitary footprint. A number of employees benefited, in connection with the EPC of the Centre region, from a training programme devoted to energy effi-ciency lasting more than 500 hours over a period of 15 months, structured in two parts covering technical and operational aspects.

At the end of 2012, commitments given by Eiffage under the 2011-2020 National Biodiversity Plan received official recogni-tion by the Ministry of Ecology, Sustainable Development and Energy, with this recognition given to Eiffage as a whole.



Eiffage Énergie seeks to develop staff employability by conti-nuing to promote a cross-disciplinary approach to the acquisi-tion of basic expertise, with 64 persons trained in 2013.

2013 headcount

By category Total o/w France

Workers 9,632 6,971

Technical and supervisory staff 5,465 4,989

Managers 2,697 2,166

TOTAL 17,794 14,126

Average age 2012 2013

Workers 41.2 41.6

Technical and supervisory staff 40.7 40.9

Managers 42.5 42.7

TOTAL 41.2 41.5

Recruitment

Work-study programme participants 323

Interns 918

Temporary and permanent employment contracts* 708

TOTAL 1,949

* Excluding work-study programme participants

Work-study programme participants

By category at 31 December 2013

Apprentices Professional training

programme

Total

TOTAL CONTRATS 435 149 584

Turnover

2012 2013

9.27% 8.74%

Mobility and career advancement

Promotions Number of employees

Promotion to management grade 74

Promotion to technical and supervisory grade 96

TOTAL 170

Human resources

In the energy sector where Eiffage Énergie carries out its activi-ties, where the personnel concentrates the entire value added contained in the service offered to our customers, human resources, more so than in other sectors, is pivotal to our success.

Agreements or action plans relating to the generation contract have been signed at all our subsidiaries. In connection there-fore, commitments were made by management at each com-pany, notably as regards the recruitment, induction and integration of young people.

To enhance Eiffage Énergie’s attractiveness, ten partnerships have been signed with engineering schools and more than 70 events were organised and coordinated: forums, job search workshops (including interview simulations), presentations of Eiffage Énergie and its activities, and worksite visits. Besides the partnership signed with the ECP school of engineering, with a commitment on Eiffage Énergie’s part to promote equal oppor-tunities and diversity, since the start of the 2013 academic year Eiffage Énergie has provided funding for the Sébastienne Guyot student scholarships, awarded on the basis of social criteria and designed to enable more young women to enrol as student-engineers.

The current youth recruitment plan defines the objectives for 2014, which are to recruit 150 engineer-grade interns, 60 recently graduated engineers and for staff employed under work-study programmes to account for 4% of headcount in 2013 and 2014, all levels of studies taken into account. In 2013, 857 work-study programme participants were taken on by Eiffage Énergie. At the same time, 65 new tutors/apprentice-ship supervisors were trained in 2013.

Eiffage Énergie’s training policy pursues three objectives, which are to improve the company’s performances, develop staff employability, and favour professional advancement.

In 2013, spending on training by Eiffage Énergie represented 2.76% of payroll costs, or €12,031,421. Training was given to 8,640 members of the personnel, equivalent to 64% of the head-count. Work designing a training course covering the funda-mentals of contract management was launched in 2013, with this course intended for all management grade staff involved in contract management within the group. Prior to this course being dispensed to the around 1,000 members of staff handling contracts, there will be a special one-day introduction in Sep-tember 2014 devoted to raising awareness to the issues addressed by this course. Subsequently, this course will be given to all Eiffage Énergie contract managers.

Concurrently, training in the organisation and coordination of worksites was given to worksite supervisors, with 271 employees attending this course. In 2014, the training offered to worksite supervisors will be improved by stressing the tandem formed by the contract manager and worksite supervisor, the goals being to achieve a better coordination between the functions and to improve worksite productivity.



• other operating charges came to €18.6 million compared with €15.7 million the previous year;

• net profit attributable to the equity holders of the parent increased to €37.1 million, up from €34.5 million the previous year, and is stated after corporation tax of €6 million.

Note: the aggregate financial data provided above has been prepared in accordance with applicable International Finan-cial Reporting Standards (IFRS). The main restatements concern the recognition of assets made available under finance leases or long-term operating leases, of certain employee benefits (retirement indemnities), the accounting treatment of goodwill, and the restatement of bills of exchange that have been dis-counted or presented for collection before maturity.

RESULTS OF EIFFAGE ÉNERGIE SAS

After taking into account the Company’s share of the profits and losses of joint ventures, the operating profit came to €5 mil-lion, compared with €10.9 million the previous year.

Net financial income came to €2.8 million, down from €9 million the previous year. It includes dividends amounting to €42 million and the share of profits contributed by subsidiaries operated as partnerships amounting to €4.1 million.

Financial charges included a provision expense of €43 million against investments in subsidiaries, compared with a provision expense of €18.9 million the previous year. Net interest payable and similar charges came to €4 million, compared with €1.3 mil-lion in 2012.

The Company recorded net exceptional income of €1.7 million compared with net exceptional charges of €15.2 million the pre-vious year.

Net profit increased to €9.3 million from €5 million the pre-vious year and is stated after corporation tax amounting to €0.1 million.

FINANCIAL SITUATIONINVESTMENTS

1 - Capital expenditure

Subsidiaries have continued to renew and optimise their means of production, investing in tooling, off-highway vehicles, liaison vehicles and computer equipment. Capital expenditure included outright purchases totalling €12.9 million along with a further €20.7 million under finance leases or long-term operating leases.

In the balance sheet, property, plant and equipment had a gross value of €264.2 million at 31 December 2013 (€191.3 million purchased outright and €72.9 million made available under finance leases or long-term operating leases).

2 - Acquisitions of controlling interests and participating interests

In 2013, Eiffage Énergie completed a number of acquisitions, directly or through the intermediary of its subsidiaries. They included:

• Électricité Automatisation de l’Ouest based in Lagord, in Sep-tember 2013;

• Teloplan, based in Germany, in September 2013; and

• Eiffage Services, based in Vélizy-Villacoublay, acquired from Eiffage Construction in January 2013.

CASH POSITION

Eiffage Énergie had negative net cash of €52 million at 31 De -cember 2013, which represents a deterioration of €3 million compared with the previous year.

Net cash from operating activities amounted to €65 million.

Net cash used in investing activities came to €11 million. Bor-rowing decreased by €10 million, while dividends of €31 million were distributed by the Company.

RESULTS

Since Eiffage Énergie is included in the consolidated financial statements of Eiffage Group, it is not required to prepare conso-lidated financial statements. The information below is provided on an aggregate basis:

• operating profit on ordinary activities declined from €72.8 mil-lion (3% of revenue) to €69.5 million (2.6% of revenue) in 2013;

• net finance costs increased by 37% from €4 million to €5.5 million;

• other finance charges increased from €1.5 million to €2.4 million;



At 31 December 2013 Eiffage SA, as the sole shareholder of Eiffage Énergie SAS, controlled 100% of the capital.

The Chairman has submitted for approval to the sole share-holder the company financial statements of Eiffage Énergie SAS and the proposed appropriation of the profit for the year. The Chairman has also indicated that no agreements governed by Articles L.227-10 and L.227-11 of the French Commercial Code were entered into during the year ended.

The Chairman therefore asked the sole shareholder to approve the resolutions submitted.

SIGNIFICANT EVENTS SINCE THE BALANCE SHEET DATE

On 28 February 2014, Eiffage Énergie acquired the shares of the companies indicated below, which until then were held by other subsidies of the division:

- Eiffage Énergie Thermie Atlantique

- Eiffage Énergie Bourgogne-Champagne

- Eiffage Énergie Auvergne

- Eiffage Énergie Thermie Grand Est

- Eiffage Énergie Telecom

- Eiffage Énergie Lorraine-Marne-Ardennes

- Eiffage Énergie Thermie Centre-Est

- Eiffage Énergie Thermie Méditerranée

- Eiffage Énergie Haute Normandie

- Eiffage Énergie Thermie Nord

- Eiffage Énergie Poitou-Charentes

- Eiffage Énergie Loire-Océan

- Eiffage Énergie Thermie Centre

- Eiffage Énergie Thermie Ouest

- Eiffage Énergie Guadeloupe

- Eiffage Énergie Thermie Île-de-France

- Eiffage Énergie Guyane

- Eiffage Énergie Thermie Normandie

- Eiffage Énergie Réseaux & Telecom RA

- Luxsolis Ingénierie

- Eiffage Énergie Réseaux & Telecom SE

APPROPRIATION OF THE PROFIT OF EIFFAGE ÉNERGIE SAS

It is proposed to appropriate the profit for the year amounting to €9,310,798.77, increased by the retained earnings amounting to €3,579,839.80 to give total distributable earnings of €12,890,638.57, as follows:

Profit for the year €9,310,798.77

Retained earnings €3,579,839.80

Distributable earnings €12,890,638.57

Dividend in the amount of the distributable earnings*

€12,890,638.57

* To the 5,788,517 shares in issue.

Furthermore, it is proposed to distribute an amount of €22,708,740.98 drawn from the share premium and merger account.

Accordingly, it is proposed to distribute a total dividend of €35,599,379.55 to the holders of the 5,788,517 shares in issue:

Dividend in the amount of the distributable earnings*

€12,890,638.57

Dividend drawn from share premium and merger account*

€22,708,740.98

Total proposed dividend €35,599,379.55

* To the 5,788,517 shares in issue.

It is therefore proposed to distribute a dividend of €6.15 per share.

For physical persons who are resident in France for tax purposes, this dividend will be eligible for the allowance provided in Article 158-3-2 of the French General Tax Code (Code Général des Impôts).

The table below provides details of dividends distributed in res-pect of the last three years.

2010 2011 2012

Number of shares 5,788,517 5,788,517 5,788,517

Total dividend (in euros) 10,419,330.60 42,256,174.10 30,158,173.57

Eligible for the allowance provided in Article 158-3-2 of the French General Tax Code (in euros)

0.00 0.00 0.00

Not eligible for the allo-wance provided in Article 158-3-2 of the French General Tax Code (in euros)

10,419,330.60 42,256,174.10 30,158,173.57



RESEARCH AND DEVELOPMENT

In the year ended, the Company did not incur any research and development costs.

ACCOUNTING METHODS

The financial statements for the year ended 31 December 2013 were prepared using the same presentation and the same methods as the previous year.

INFORMATION CONCERNING PAYMENT DEADLINES

At 31 December 2013, amounts due to suppliers and sub-contractors, including bills payable, came to €3,220 thousand and are analysed below:

(in thousands of euros)At 31

December 2013

At 31 December

2012

Invoices due on 31 December 622 2 466

Invoices due in January 841 817

Invoices due in February 1,240 1,594

Invoices due in March 0

Invoices due after March

Other* 517 135

TOTAL 3,220 5,012

* This consists mainly of invoices not yet received.

Past dues result from disputes, from credit notes awaited from suppliers or subcontractors, from agreements to extend pay-ment deadlines, from suppliers not presenting for collection payable bills, and from the late receipt of payment instructions for subcontractors paid directly.

Saint-Denis,1 March 2014

The Chairman


ASSETS 2013 2012

(In thousands of euros)

GrossGross Amortisation, Amortisation, depreciation depreciation

and provisionsand provisions

NetNet NetNet

Non-current assetsIntangible assets 53,874 518 53,356 53,356

Property, plant and equipment 26,016 10,754 15,262 16,723

Investments (1) 469,287 93,293 375,994 394,827

TOTAL (I) 549,177 104,565 444,612 464,906 Current assetsPayments on account 0 0

DebtorsTrade debtors 3,730 3,730 4,175 Other debtors 367,677 9,726 357,951 239,628 Marketable securities Cash at bank and in hand 3,899 3,899 2,100

Prepayments 127 127 0 TOTAL (II) 375,433 9,726 365,707 245,903 TOTAL ASSETS (I + II) 924,610 114,291 810,319 710,809

(1) Of which less than 1 year. 0 0

LIABILITIES AND SHAREHOLDERS’ EQUITY (In thousands of euros)

2013

2012

Capital Share capital 92,616 92,616Share premium and merger account 189,158 189,158Revaluation difference 55 55ReservesLegal reserve 9,262 9,262Regulated reservesRetained earnings 3,580 28,723Net profit (loss) for the year 9,311 5,015Regulated provisions 714 714TOTAL (I) 304,696 325,543Provisions for liabilities and charges (II) 60,573 44,034 Creditors (2) Loans and other borrowings 88,105 33,268Trade creditors 3,220 5,013Other creditors 353,513 302,739Accruals and deferred income 212 212TOTAL (III) 445,050 341,232TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (I + II + III) 810,319 710,809

(2) Of which less than 1 year. 445,050 341,232

Eiffage Énergie SAS Year ended 31 December 2013


INCOME STATEMENT

(In thousands of euros)

2013

2012

Operating income

Production sold (goods and services) 9,741 21,366

Other income 342 1,782

TOTAL (I) 10,083 23,148

Operating charges

Supplies purchased

Changes in the stocks of supplies

External charges* 3,741 10,846

Taxes (other than income tax) 1,055 728

Wages and salaries

Social security costs

Depreciation 1,106 1,122

Provisions

Other charges 28 114

TOTAL (II) 5,930 12,810

OPERATING PROFIT (I-II) 4,153 10,338

SHARE OF PROFIT (LOSS) OF JOINT VENTURES (III) 802 554

Financial income (IV) 58,981 52,725

Financial charges (V) 56,214 43,695

Exceptional income (VI) 3,167 2,386

Exceptional charges (VII) 1,501 17,541

Corporation tax (VIII) 77 (248)

NET PROFIT (LOSS) (I - II + III + IV - V + VI - VII - VIII) 9,311 5,015

* Including property finance lease payments. 3 0

Eiffage Énergie SAS Year ended 31 December 2013


ACCOUNTING POLICIES AND METHODSThe annual financial statements have been prepared in accor-dance with the General Chart of Accounts adopted by the French Accounting Regulation Committee (Comité de la Réglementation Comptable – CRC) on 29 April 1999. Amounts are expressed in thousands of euros unless otherwise indicated.

The main accounting methods are presented below.

INTANGIBLE NON-CURRENT ASSETS

As a rule, expenditure that is in the nature of preliminary expenses is recognised to profit or loss in the year when incurred. Intangible assets are not amortised but may give rise to impairment losses whenever there is evidence that their value has been impaired.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are valued at their cost of acquisition or at their cost of production. Depreciation is calcu-lated using the straight-line method so as to write off the assets over their estimated useful lives:

Buildings 20 to 30 years

Technical installations, industrial equipment and tooling 5 years

General installations and sundry fixtures and fittings 10 years

Transport vehicles 4 to 7 years

Office and computer equipment 3 to 5 years

Office furniture 10 years

INVESTMENTS

Participating interests are recorded on the balance sheet at their gross value, i.e. at their acquisition cost or their revalued amount as at 31 December 1976. When their carrying value is lower than their gross value, a provision is recorded for the difference.

Acquisition cost includes transaction costs and registration fees, which are amortised over five years in order to be deducted from taxable income, this amortisation being reco-gnised as excess depreciation over plan under shareholders’ equity.

The carrying value of participating interests is determined by reference to the share of the investee’s net book value adjusted, where appropriate, to take into account future capital gains on its assets as well as its projected development and earnings prospects.

RECEIVABLES

Receivables are reported in the balance sheet at their nominal value.

Provisions are recognised if their carrying value is less than their book value.

LONG-TERM CONTRACTS

Profits arising on long-term construction projects are accounted for under the percentage-of-completion method. Provisions for liabilities are recorded to cover any foreseeable losses on completion. The latter are determined based on an analysis of projected economic and financial data for each contract. When appropriate, projections take into account amounts likely to be obtained from claims that have been filed.

REVENUE

Revenue as referred to in the various reports and manage-ment documents produced by the Company, notably in any comments on the activities of Group companies, corresponds to the year’s production. It includes work and services per-formed directly by the Company as well as its attributable share when the work is performed in partnership with third parties.

Notes to the Company financial statements for the year ended 31 December 2013


NON-CURRENT ASSETS (in thousands of euros)

NON-CURRENT ASSETS - GROSS AMOUNTS

At 1 January

AdditionsOther

movementsDisposals

At 31 December

Intangible assets

Goodwill(1) 53,874 53,874

Other intangible assets 0 0

TOTAL 53,874 0 0 0 53,874

Property, plant and equipment

Land 3,212 44 3,168

Buildings 22,964 788 904 22,848

Technical installations, industrial equipment and tooling 0 0

Other tangible assets 0

Tangible assets - work in progress 788 788 0

TOTAL 26,964 788 0 1,736 26,016

Investments

Participating interests 439,512 38,442 12,000 465,954

Other long-term investments 119 119

Loans 30,701 1,513 29,000 3,214

TOTAL 470,332 39,955 0 41,000 469,287

(1) This line includes technical deficits totalling €53,356 thousand, arising from mergers or dissolutions not resulting in liquidation that were completed at book value.These technical deficits correspond to the difference between the book value of the shares held in the absorbed companies and the book value of the assets contributed, reduced when applicable by the actual deficit.

ALLOCATION OF MERGER DEFICITS (in thousands of euros)

Assets reported in the accounts of the absorbed company

Participating interests 50,436

Land and buildings 2,920

TOTAL 53,356

AMORTISATION AND DEPRECIATION (in thousands of euros)

NON-CURRENT ASSETS - AMORTISATION AND DEPRECIATION At 1 January Additions Disposals At 31 December

Intangible assets

Goodwill 518 518

Other intangible assets 0 0

TOTAL 518 0 0 518

Property, plant and equipment

Land 73 21 52

Buildings 10,168 1,106 572 10,702

Technical installations, industrial equipment and tooling 0 0

Other tangible assets 0 0

TOTAL 10,241 1,106 593 10,754

Additional information on the balance sheet and the income statement


ADDITIONAL INFORMATION ON THE BALANCE SHEET AND THE INCOME STATEMENT

REGULATED PROVISIONS (in thousands of euros)

At 1 January Increase Decrease At 31 December

Excess depreciation over plan of transaction costs on the acquisition of shares

419 419

Other regulated provisions 295 295

TOTAL REGULATED PROVISIONS 714 714

At 1 January

IncreaseDecrease

At 31 DecemberCorresponding to a

charge in the yearNot corresponding to a charge during the year

Customer guarantees

Taxes and penalties 0 0

Other provisions for liabilities and charges 44,034 18,656 1,955 162 60,573

TOTAL PROVISIONS FOR LIABILITIES AND CHARGES 44,034 18,656 1,955 162 60,573

At 1 January Increase Decrease At 31 December

Investments (1) 75,505 21,852 4,064 93,293

Other operating receivables 0 0

Sundry receivables 85 9,641 9,726

TOTAL PROVISIONS FOR IMPAIRMENT 75,590 31,493 4,064 103,019

(1) Of which provisions against shares in:

Eiffage Énergie Méditerranée 1,390

Eiffage Énergie Rhône-Alpes 2,203

Eiffage Énergie Réseaux et Telecom 1,348

Crystal 10,312

Eiffage Énergie Automatismes et Robotique 1,110



AMOUNTS RECEIVABLE AND PAYABLE ANALYSED BY MATURITY (in thousands of euros)

Amounts receivable

TotalUp

to 1 yearFrom 1

to 5 yearsMore than

5 years

Monetary assets included under non-current assets:

Loans

Receivables relating to participating interests 3,213 3,213

Other investments

Monetary assets included under current assets:

Trade debtors

Other debtors 3,730 3 730

Sundry amounts receivable 367,677 367,677

Prepayments 127 127

TOTAL 374,747 374,747 0 0

Amounts payables

TotalUp

to 1 yearFrom 1

to 5 yearsMore than

5 years

Loans and other amounts due to credit institutions 86,091 86,091

Other loans and amounts due 2,014 2,014

Trade creditors 3,220 3,220

Tax and social security 9,310 9,310

Other creditors 344,203 344,203

Accrued income 212 212

TOTAL 445,050 445,050 0 0

INFORMATION ON RELATED UNDERTAKINGS AND PARTICIPATING INTERESTS (in thousands of euros)

BALANCE SHEET AND PROFIT AND LOSS ACCOUNT ITEMS Amounts concerning related undertakings

BALANCE SHEET

Participating interests 465,954

Loans relating to participating interests 3,213

Payments on account 89

Trade debtors 1,276

Borrowings 2,014

Trade creditors 2,113

Other creditors 305,752

Other amounts payable 288,049

INCOME STATEMENT

Operating income 1,510

Operating charges 11,682

Financial income 51,916

Financial charges 6,918


PREPAYMENTS AND DEFERRED INCOME (in thousands of euros)

PREPAYMENTS

Operating charges 127

TOTAL 127

DEFERRED INCOME

Operating income 212

TOTAL 212

ACCRUED INCOME AND ACCRUALS (in thousands of euros)

AMOUNTS RECOGNISED IN THE BALANCE SHEET

Accrued income included in the following lines of the balance sheet

Other debtors 3,745

Trade debtors 607

Sundry receivables (share of results of partnerships and economic interest groupings) 5,025

TOTAL 9,377

Accruals included in the following lines of the balance sheet

Trade creditors 164

Tax and social security 126

Other payables (share of results of partnerships and economic interest groupings) 124

Sundry payables 243

TOTAL 657

SHARE CAPITAL

The share capital consists of 5,788,517 shares

each of €16

and amounts to €92,616 thousand

CHANGES IN SHAREHOLDERS’ EQUITY (in thousands of euros)

Shareholders’ equity at 1 January 2013 325,543

Profit for the year 9,311

Dividends (30,158)

Change in share capital

Change in share premium account

Change in regulated provisions

Shareholder’s equity at 31 December 2013 304,696



REVENUE BREAKDOWN (in thousands of euros)

France Exports Total 2013 Total 2012

Revenue generated by contracting activities (A) 11,617 53 11,670 15,272

Ancillary revenue (B) (1,929) (1,929) 6,094

Revenue per the income statement (A+B) 9,688 53 9,741 21,366

ACTIVITY

Work for own account (A) 11,617 53 11,670 15,272

Work carried out by joint ventures managed by the Company

Share of revenue accruing to other shareholders (-) 0 0

Work carried out by joint ventures not managed by the Company

Share of revenue accruing to the Company (+) 33 33 176

Total share of revenue from joint ventures (C) 33 0 33 176

TOTAL REVENUE FROM CONTRACTING ACTIVITIES (A+C) 11,650 53 11,703 15,448

When applicable, revenue from contracting activities is adjusted for the share of the work performed by joint ventures with third parties in order to determine the actual level of activity.

CORPORATION TAXEiffage Énergie SAS opted in 1988 to be assessed to corporation tax on a group basis, since when it has been a member of the tax group headed by Eiffage.

Under the prevailing tax consolidation agreement, the Company recognises in its accounts corporation tax for which it would be liable if it were assessed on a stand-alone basis.

FINANCIAL INCOME AND CHARGES (in thousands of euros)

Financial income 58,981

From participating interests 46,280

Including Dividends from subsidiaries 42,141

Share of profits of partnerships and non-trading real estate investment companies 4,139

Other interest receivable and similar income 6,682

Provisions reversed 6,019

Financial charges 56,214

Provisions set aside 49,042

Interest payable and similar charges 7,172

Including Share of losses of partnerships

EXCEPTIONAL ITEMS (in thousands of euros)

Exceptional income 3,167

From revenue transactions

From capital transactions 3,005

Reversal of provisions and transferred expenses 162

Exceptional charges 1,501

On revenue transactions 40

On capital transactions 354

Exceptional provisions for liabilities and charges 1,107



FINANCIAL COMMITMENTS (in thousands of euros)

Commitments given Commitments received

Retirement indemnities

Discounted bills of exchange

Guarantees and sureties - France 18,021 864

Guarantees and sureties - outside France 376 19

On behalf of partnership, non-trading real estate investment 130,439

Other commitments (1) 18,308

TOTAL 167,143 883

(1) Including commitments to buy out non-controlling interests.

DEFERRED AND CONTINGENT TAXATION (in thousands of euros)

Tax base Tax

FUTURE INCREASE IN TAX

Tax liability

TOTAL INCREASE 0 0

FUTURE DECREASE IN TAX

Tax paid in advance in respect of:

Timing differences (deductible next year) 33 11

Provisions (deductible in more than one year) 4,548 1,566

TOTAL DECREASE 4,581 1,577

NET DEFERRED TAX SITUATION (4,581) (1,577)

Tax rate applied: 34.43%.

GLOBAL REMUNERATION OF MANAGEMENT BY CATEGORYThe remuneration paid to the management bodies is not provided as this would result in disclosing an individual remuneration.

PARENT COMPANYThe accounts of Eiffage Énergie SAS are consolidated by Eiffage SA, a French public limited company with a share capital of €357,754,520, whose registered office is at 163, quai du Docteur Dervaux, 92601 Asnières-sur-Seine Cedex, France.

Financial commitments and other information


ACQUISITIONS OF PARTICIPATING INTERESTSAcquisitions of participating interests in the capital of other companies in the year ended 31 December 2013 are detailed in the table below.

Number of shares purchased in 2013

Number of shares held at 31 December 2013

% of the capital held

EFI 22,730 311,994 35.11%

Elomech Elektroanlagen 316 8,999 89.99%

Eiffage Services 26,000 26,000 100.00%

FEES PAID TO STATUTORY AUDITORSFees payable to the statutory auditors for their audit of the 2013 financial statements and for services provided directly in connec-tion with this audit are disclosed in the notes to the consolidated financial statements of Eiffage Group.

EXEMPTION FROM THE REQUIREMENT TO PREPARE CONSOLIDATED FINANCIAL STATEMENTSEiffage Énergie is dispensed from the requirement to prepare consolidated financial statements given that the Company and those of its subsidiaries over which it exercises significant control are included in the consolidated financial statements of Eiffage Group.

Other exceptional and sundry information


SUBSIDIARIES AND PARTICIPATING INTERESTS

FormShare

capital (€)

Reserves before

appropriation of the profit

(€)

% of the capital

held

Profit (loss) for last

accounting period (€)

Book value of the shares held (€) Revenue

excluding taxes (€)

Dividends collected

(€)

Guarantees and sureties (€)

Gross Net Given Received

ALSATEL INDUSTRIE SA 4,430,504 (9,085,362) 100.000% (1,400,381.53) 2,411,015 0

CASSAGNE SAS 100,000 524,921 100.000% 514,920.75 4,940,000 3,265,926 9,565,311 619,180 168,594

CLERE GIE 0 0 20.000% 0 0 0 NC NC

COLLIGNON ENG SA 4,200,000 (2,084,936) 100.000% (1,056,095) 14,846,734 14,846,734 39,531,903 6,270,000 326,140

CRYSTAL SAS 4,100,000 (17,272,312) 100.000% (2,357,852) 61,601,969 44,107,163 0 0 0

EFI SA 53,316,660 28,172,146 35.110% 1,709,475 28,984,629 28,984,629 21,996,771 566,957 NC NC

EGEF SAS 836,400 (1,932,946) 100.000% 232,965 1,143,825 0 58,055 0 0

EIFFAGE ENERGIA SARL 59,461,850 25,020,850 100.000% 538,422 131,960,560 124,649,560 92,740,094 19,180,355 1,266,317

EIFFAGE ÉNERGIE ALSACE FRANCHE-COMTÉ SAS 1,080,360 1,233,961 100.000% 1,125,925 2,080,828 2,080,828 35,238,050 525,687 3,000,477 133,641

EIFFAGE ÉNERGIE ANJOU-MAINE SAS 497,250 51,420 100.000% 1,565,805 497,250 497,250 21,099,565 2,284,071 0

EIFFAGE ÉNERGIE AQUITAINE SAS 1,307,840 3,277,653 100.000% 3,146,869 1,578,787 1,578,787 98,795,677 2,477,996 13,405,968 2,558,866

EIFFAGE ÉNERGIE AUTOMATISMES & ROBOTIQUE SAS 206,896 (1,307,903) 100.000% (1,105,360) 15,746,078 6,731,868 11,795,596 2,274,654 6,937

EIFFAGE ÉNERGIE AUVERGNE SAS 2,578,861 1,992,126 75.222% 1,733,746 2,651,715 2,651,715 63,042,318 1,024,455 8,137,268 1,569

EIFFAGE ÉNERGIE AZUR LUMIÈRE SA 38,112 (1,179,956) 99.920% (329,503) 1,940,597 0 674,300 235,058 0

EIFFAGE ÉNERGIE BASSE NORMANDIE SAS 1,470,180 (3,953,307) 100.000% (2,066,004) 2,430,847 0 39,056,951 2,997,245 2,924,997

EIFFAGE ÉNERGIE BOURGOGNE-CHAMPAGNE SAS 2,045,717 1,506,613 60.723% 354,400 3,335,566 3,209,415 35,896,135 2,730,332 42,786

EIFFAGE ÉNERGIE BRETAGNE SAS 826,200 (7,728,222) 100.000% (2,230,197) 963,450 0 34,875,137 4,331,740 116,441

EIFFAGE ÉNERGIE BRETAGNE-PAYS-DE-LOIRE GIE 14,697 95.000% (741) 0 0 27,822,883 484,619 7,414,662

EIFFAGE ÉNERGIE CENTRE-LOIRE SAS 1,308,353 1,810,190 100.000% 1,679,354 4,090,367 4,090,367 58,786,891 1,358,662 9,056,948 631,628

EIFFAGE ÉNERGIE ÉLECTRONIQUE SAS 765,000 (936,522) 100.000% (967,953) 765,000 16,372 10,603,145 74,400 0 0

EIFFAGE ÉNERGIE FERROVIAIRE SAS 726,750 1,751,405 100.000% 1,678,730 726,750 726,750 28,178,622 1,285,105 5,287,982 595,141

EIFFAGE ÉNERGIE GESTION & DÉVELOPPEMENT SNC 229,500 2,708,871 99.993% 2,708,871 229,485 229,485 43,824,968 0 0

EIFFAGE ÉNERGIE GUADELOUPE SAS 491,700 1,588,458 15.253% 723,121 2,000,000 1,956,145 22,180,497 2,424,080 0

EIFFAGE ÉNERGIE GUYANE SAS 578,100 56,070 0.017% 384,595 100 44 13,825,117 3,289,327 70,950

EIFFAGE ÉNERGIE HAUTE-NORMANDIE SAS 1,606,872 (1,018,958) 95.831% (1,180,224) 1,639,906 1,639,906 39,427,010 1,219,349 4,172,534 354,489

EIFFAGE ÉNERGIE ÎLE-DE-FRANCE SAS 8,379,397 (7,125,709) 100.000% (7,963,649) 8,529,382 8,529,382 271,893,060 4,031,175 79,000,043 4,906,738

EIFFAGE ÉNERGIE INDUSTRIE NORD SAS 1,760,171 1,411,384 100.000% 1,235,367 1,718,930 1,718,930 49,641,326 849,124 2,334,585 1,112,460

EIFFAGE ÉNERGIE INFRASTRUCTURES NORD SAS 928,961 859,585 100.000% 766,689 935,811 935,811 31,474,828 578,004 4,559,592 0

EIFFAGE ÉNERGIE INFRASTRUCTURES RÉSEAUX SAS 1,127,654 613,946 100.000% 1,924,851 625,252 625,252 20,422,085 1,054,458 0

EIFFAGE ÉNERGIE LANGUEDOC SA 38,112 (1,012,714) 99.920% (444,732) 85,174 0 3,244,245 620,388 0

EIFFAGE ÉNERGIE LOIRE OCÉAN SAS 1,235,342 2,065,779 95.217% 1,429,143 5,507,791 5,507,791 60,266,645 1,696,898 7,169,383 40,645

EIFFAGE ÉNERGIE LORRAINE-MARNE-ARDENNES SAS 963,484 2,569,678 69.620% 1,488,783 666,700 666,700 43,569,320 201,573 4,287,046 586,919

EIFFAGE ÉNERGIE MARTINIQUE SAS 856,244 (4,927,553) 100.000% (1,349,906) 1,110,713 0 9,953,047 2,893,176 39,060

EIFFAGE ÉNERGIE MÉDITERRANÉE SAS 2,346,450 (11,776,094) 100.000% (5,947,813) 5,441,940 0 63,474,570 10,826,928 1,166 300

EIFFAGE ÉNERGIE POITOU-CHARENTES SAS 940,750 1,223,329 79.166% 1,129,229 3,028,905 3,028,905 30,189,172 727,114 4,340,046 23,635

EIFFAGE ÉNERGIE QUERCY-ROUERGUE-GÉVAUDAN SAS 396,225 873,678 100.000% 834,055 4,647,676 4,647,676 16,412,569 893,034 1,093,779 34,000

EIFFAGE ÉNERGIE RÉSEAUX & TELECOM SAS 495,000 (4,016,860) 100.000% (1,180,708) 6,724,914 641,776 8,089,149 553,164 0

Subsidiaries and participating interests



FormShare

capital (€)

Reserves before


(€)

% of the capital

held





Dividends collected

(€)



EIFFAGE ÉNERGIE RÉSEAUX & TELECOM RHÔNE-ALPES SAS 40,000 (3,431,273) 70.000% (467,824) 457,971 0 1,133,116 5,000 0

EIFFAGE ÉNERGIE RÉSEAUX & TELECOM SUD-EST SAS 40,000 (2,981,160) 70.000% (380,566) 173,870 0 531,371 5,000 0

EIFFAGE ÉNERGIE RHÔNE-ALPES SAS 5,399,800 (7,691,879) 100.000% (1,636,816) 11,141,891 3,186,854 57,056,847 8,840,660 2,199,803

EIFFAGE ÉNERGIE SUD-OUEST SAS 1,086,795 2,451,068 100.000% 2,342,388 3,485,490 3,485,490 57,375,367 1,870,005 5,248,310 99,052

EIFFAGE ÉNERGIE SYSTÈMES FERROVIAIRES SAS 180,693 982,053 100.000% 963,983 180,693 180,693 6,600,368 354,887 0 0

EIFFAGE ÉNERGIE TELECOM SAS 1,300,100 (745,881) 0.008% (497,187) 100 0 37,083,955 5,116,099 0

EIFFAGE ÉNERGIE TERTIAIRE NORD SAS 2,655,101 3,550,471 100.000% 3,284,961 3,372,103 3,372,103 79,234,447 2,841,834 20,893,746 2,530,267

EIFFAGE ÉNERGIE THERMIE ATLANTIQUE SAS 367,100 487,979 0.027% 449,856 100 100 11,466,424 127 6,071,468 594,298

EIFFAGE ÉNERGIE THERMIE CENTRE SAS 703,600 457,730 0.014% 398,130 100 100 21,521,383 96 4,405,092 35,740

EIFFAGE ÉNERGIE THERMIE CENTRE-EST SAS 2,697,900 4,212,247 0.004% 3,812,953 100 100 86,708,430 115 30,633,589 3,375,767

EIFFAGE ÉNERGIE THERMIE GRAND EST SAS 727,050 (2,587,833) 5.089% (1,783,356) 180,000 0 27,652,578 8,790,503 692,550

EIFFAGE ÉNERGIE THERMIE ÎLE-DE-FRANCE SAS 3,345,577 (14,143,053) 67.948% (7,139,160) 3,871,999 0 87,359,765 47,822,210 6,249,213

EIFFAGE ÉNERGIE THERMIE MÉDITERRANÉE SAS 817,070 (16,158,047) 0.012% (5,089,744) 100 0 24,465,520 15,882,131 691,237

EIFFAGE ÉNERGIE THERMIE NORD SAS 925,270 578,566 0.011% 463,140 100 100 22,295,420 120 2,351,047 968,504

EIFFAGE ÉNERGIE THERMIE NORMANDIE SAS 588,025 342,303 77.043% 283,375 453,033 453,033 27,814,544 296,396 7,359,111 699,933

EIFFAGE ÉNERGIE THERMIE OUEST SAS 816,173 1,398,706 61.262% 849,039 4,500,000 4,262,651 35,396,021 698,250 7,248,858 0

EIFFAGE ÉNERGIE THERMIE SUD-OUEST SAS 1,377,337 1,096,761 100.000% 959,027 8,597,335 6,465,219 32,119,869 796,009 5,535,207 773,532

EIFFAGE ÉNERGIE TRANSPORT & DISTRIBUTION SAS 9,034,050 13,767,552 100.000% 12,864,147 22,689,568 22,689,568 191,173,287 11,273,225 62,304,025 8,018,111

EIFFAGE ÉNERGIE TRANSPORT & DISTRIBUTION SÉNÉGAL SARL 1,524 1,826,039 100.000% 1,267,967 1,524 1,524 12,062,639 0 0

EIFFAGE ÉNERGIE VAL-DE-LOIRE SAS 1,736,000 3,178,789 100.000% 3,005,189 1,736,000 1,736,000 76,831,341 1,960,786 12,870,876 1,179,762

EIFFAGE SERVICES SAS 390,000 1,310,555 100.000% 1,264,390 6,977,000 6,977,000 51,446,785 2,071,940 12,349,179 0

ELETTROMECCANICA GALLITALO SA 1,200,000 13,158,758 51.000% 984,751 13,427,879 13,427,879 43,940,977 563,040 11,144,397 2,468,885

ELOMECH ELEKTROANLAGEN SARL 1,500,000 4,918,773 89.990% 801,871 10,389,960 10,389,960 30,512,929 762,304 5,712,797 114,761

FEXIM SA 500,000 11,302 100.000% 206,621 3,162,780 3,162,780 4,052,915 972,000 0

FLE-C 8 SAS 100 (4,023) 100.000% (1,187) 100 100 0 0 0

FLE-C 9 SAS 100 (4,137) 100.000% (1,190) 100 100 0 0 0

FLE-C 10 SAS 100 (4,137) 100.000% (1,190) 100 100 0 0 0

FORCLUM BOURGOGNE SA 1,642,465 (920,414) 99.933% (231,727) 3,892,022 0 0 0 0

FORCLUM EXPLOITATION ET SERVICES SAS 37,011 (6,135,199) 100.000% (811,047) 37,011 0 18,429,872 3,931,130 0

FORCLUM GRANDS TRAVAUX TERTIAIRE SNC 100,000 1,366,119 99.950% 1,366,369 99,950 99,950 11,526,452 4,089,139 1,494,981

FORCLUM NUMÉRIQUE SAS 37,005 (7,435,320) 100.000% 513,334 37,005 0 5,757,854 454,480 930,146

IFP COBRA GEIE NC NC 50.000% NC 0 0 NC NC NC NC

INGG GROSSI & SPEIER SPA SA 1,500,000 104,742 100.000% (345,606) 13,287,000 0 1 759,654 0

LA ROSERAIE SCI 17,074 31,012 99.911% 31,010 211,454 211,454 43,183 0 0

LIMPENS SA 1,000,000 (3,561,442) 100.000% (86,550) 2,608,633 2,608,633 0 927,000 111,016

LUXSOLIS SAS 10,000 (4,505,628) 100.000% 43,532 1 0 135,534 1 0

LUX SCI 3,201 41,907 6.667% 41,905 4,000 4,000 69,368 0 0

20 EIFFAGE ÉNERGIE RAPPORT FINANCIER 2013

FormShare

capital (€)

Reserves before


(€)

% of the capital

held





Dividends collected

(€)



NORELEC IMS SARL NC NC NC NC 348 0 NC NC NC NC

OMNILUX SAS 150,000 (8,869) 100.000% 12,613 502,585 502,585 136,825 104,663

OPEVEIL SAS 37,000 (177,745) 100.000% 42,040 37,000 0 16,439,292 5,819,000

POTEAU ANTILLAIS GIE NC NC 20.000% NC 67,078 67,078 0 NC NC NC

SACEM SAS 281,520 32,720 100.000% 4,568 305,817 305,817 0 2,731 0

SOCFI SCI 1,881,300 36,541,713 31.829% 737,633 11,599,954 11,599,954 802,743 251,496 NC NC

TEGA NC 0 0 0 0 255,962 0 0 0 0 0

THERMIQUE-ET-INOX SAS 18,500 70,500 100.000% 68,650 1,000,000 1,000,000 1,432,789 239,612 14,482

THERM-INOX MAINTENANCE SAS 8,000 28,522 100.000% 27,722 350,000 350,000 477,220 28,865 0

TRANS EURO PYRÉNÉES GEIE 0 7.514% 0 0 0 0 0

YVAN PAQUE SA 5,403,200 4,412,348 99.996% 1,185,749 11,269,211 11,269,211 38,439,578 6,074,000

TOTAL GÉNÉRAL 211,226,636 29,830,595 17,127,961 465,953,669 375,375,299 2,477,172,020 42,140,554 512,198,695 57,581,879

Global information

Book value of the shares held:Gross book value: €465,953,669Net book value: €375,375,299Dividends collected: €42,140,554.92



SUBSIDIARIES HELD INDIRECTLY

FormShare

capital (€)

Reserves before appropriation of the

profit (€)

Profit (loss) for last accounting

period (€)

Revenue excluding taxes (€)

ALBATRACKER SARL 6,010 130,508 (5,408)

AMBIGAS SARL 249,399 (383,896) (18,944)

AMBITEC SA 90,336 10,913,258 83,645 18,328,426

COLLIGNON Luxembourg SA 162,500 (1,979,844) 33,795 164,281

CONSCYTEC SARL 3,100 184,085 84,907 2,529,094

CRYSTAL POLSKA 0 0 0

CY-FES-HTB GIE (1,468) (1,436) 28,889,207

DES SA 153,000 275,805 127,028 1,986,340

ECV SA 500,000 (97,902) 32,585 9,380,912

EIFFAGE ENERGIA CHILE LIMITADA 8,982 333,108 333,108 4,588,818

EIFFAGE ÉNERGIE COMMUNICATION RÉSEAUX & SÉCURITÉ SA 600,000 (3,506,473) (1,357,374) 20,546,926

EIFFAGE ÉNERGIE TRANSPORT & DISTRIBUTION BURKINA FASO SARL 1,524 37,991 37,991 759,792

ÉLECTRICITÉ AUTOMATISATION DE L'OUEST SARL 48,000 332,969 41,033 1,326,368

ELECTRIFICACIONES AEREAS SA 60,110 1,252,791 (203,296) 1,753,302

ELECTRO PAL SARL 78,346 (56,004) (69,459) 1,887,561

ELOSOLAR SARL 100,000 (74,705) 10,155 200,835

F-10 SARL 6,000 108,867 75,756 626,211

FONTANIE SAS 37,000 151,376 478,091 16,514,183

FORCLUM ÉNERGIES SERVICES BENIN SARL 1,524 (336,084) 0 0

FRIGOSERVICE SARL 259,760 777,216 54,179 0

INSTALACIONES ELECTRICAS Y BOBINAJES SA 60,101 9,155,646 1,193,453 20,937,421

INSTALACOES ELECTRICAS E DE SINALIZACAO LDA SARL 9,976 43,699 (696) 848,813

JJ TOME SA 4,000,000 7,356,686 (47,974) 32,952,328

LUXSOLIS INGÉNIERIE SAS 37,000 (207,247) 27,206 (4,008)

LUXYS SA 75,000 381,435 118,735 2,525,239

MICAM GIE 80,000 45,850 (5,254) 0

NEUGEBAUER SARL 100,000 1,067,976 242,262 8,480,290

TECNIARTE SARL 2,010,000 (1,391,782) 90,033 18,322,366

TELOPLAN 36,000 313,660 167,323 2,698,002

VSE SA 2,000,000 2,494,251 655,471 29,460,983

TOTAL 10,773,669 27,321,771 2,176,917 225,703,690

ACQUISITIONS OF PARTICIPATING INTERESTS

FormNumber of shares

purchased in 2013

Number of shares held at 31

December 2013

% of the capital held

EFI SA 22,730 311,994 35.11%

ELOMECH ELEKTROANLAGEN SARL 316 8,999 89.99%

Other information

FIVE-YEAR FINANCIAL SUMMARY (in thousands of euros)

2009 2010 2011 2012 2013

1 - Share capital at 31 December

Share capital 71,618 92,616 92,616 92,616 92,616

Number of ordinary shares in issue 4,476,096 5,788,517 5,788,517 5,788,517 5,788,517

2 - Results for the year ended

Revenue excluding VAT 66,364 33,690 43,632 21,366 9,741

Profit before depreciation, provisions, employee profit-sharing and tax

42,466 40,166 57,755 28,903 54,461

Income tax 108 92 2,556 (248) 77

Employee profit-sharing for the year ended 0 0 0

Profit after depreciation, provisions, employee profit-sharing and tax

11,198 24,175 28,585 5,015 9,311

Dividends 6,177 10,419 42,256 30,158 35,599

3 - Earnings per share (in euro)

Profit after employee profit-sharing and tax, but before depreciation and provisions

9 7 10 5 9

Profit after depreciation, provisions, employee profit-sharing and tax

3 4 5 1 2

Dividend per share 1 2 7 5 6

4 - Employees

Average number of employees during the year 0 0 0 0

Salaries and wages 0 0 0 0

Staff benefits (social security and other benefits) 0 0 0 0

Five-year financial summary

22 EIFFAGE ÉNERGIE RAPPORT FINANCIER 2013


To the Sole Shareholder,

In fulfilment of the assignment entrusted to us by decision of the sole shareholder, we hereby present our report for the year ended 31 December 2013 on:

■ the audit of the accompanying financial statements of Eiffage Énergie;

■ the basis for our opinion; and

■ the specific verifications and information required by law.

The financial statements have been prepared under the res-ponsibility of the Chairman. It is our responsibility, based on our audit, to express an opinion on these financial statements.

I - OPINION ON THE FINANCIAL STATEMENTSWe conducted our audit in accordance with auditing stan-dards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a sample basis or via other means of selection, the evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant esti-mates made by management, as well as evaluating the ove-rall presentation of the financial statements. We believe that the information we have obtained provides an adequate and reasonable basis for our opinion.

In our opinion, and in light of French generally accepted accounting principles, the financial statements give a true and fair view of the Company’s financial position and its assets and liabilities at 31 December 2013 and of the results of its opera-tions for the year then ended.

II - BASIS FOR OUR OPINIONPursuant to the provisions of Article L.823-9 of the French Com-mercial Code requiring that we indicate the basis for our opi-nion, we draw your attention to the following elements:

The Company placed reliance on estimates and assumptions to measure assets and liabilities and to value contingent assets and contingent liabilities at 31 December 2013, and to deter-mine income and expenses for the year then ended. As part of our audit of the annual financial statements, we considered that reliance was placed on material accounting estimates in particular when determining provisions for liabilities and charges and the value of participating interests, which there-fore required justification on our part.

We assessed the approaches adopted by the Company and performed tests on a sample basis to check the reasonable nature of the estimates relied upon.

This assessment was made as part of our audit of the financial statements taken as a whole, and therefore contributed to determining the opinion expressed in the first part of this report.

III - SPECIFIC VERIFICATIONS AND INFORMATIONWe also performed, in accordance with auditing standards applicable in France, the specific verifications required by French law.

We have no comment to make as to the truth, fairness and consistency with the financial statements of the information given in the Directors’ Report and in the documents sent to the sole shareholder concerning the Company’s financial position and the financial statements.

Neuilly-sur-Seine and La Défense, 14 April 2014

The Statutory Auditors

PricewaterhouseCoopers Audit Ernst & Young et Autres

Gérard Morin Bruno Gérard

Statutory Auditors’ Report on the financial statementsfor the year ended 31 December 2013

Document published by the Communication department of Eiffage Énergie.

Design and production:

Photos: © Vincent Pancol, Alexis Toureau – Light Designer: Yann Kersalé.

This document is printed with vegetable-based inks at a printer labelled Imprim’Vert® (indicating compliance with the environmental charter). It is printed on Heaven 42 paper, certified

FSC mixed (Forest Stewardship Council, an international organisation formed by organisations for the defence of the rights of indigenous peoples, by foresters and wood product resellers).

117, rue du Landy BP 80008 – 93213 La Plaine-Saint-Denis Cedex - France Phone: +33 (0)1 55 87 51 00 – Fax: +33 (0)1 55 87 51 01

Share capital: €92,616,272 – Registered in the Bobigny Trade and Companies Register under no. 775 673 031

www.eiffageenergie.com

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