Interim Report

As of June 30, 2019

Interim condensed and consolidated financial statements and notes

DEFINITIONS

Working capital requirement

Inventories + trade receivables and other operating receivables + other current assets + non-current assets

held for sale - other current provisions - trade payables and other operating liabilities - tax payables - other

current liabilities

Capital employed

Equity of real estate segment + net financial debt of real estate segment

Net financial debt

Non-current bonds + Non-current financial liabilities + Current bonds + Current financial liabilities - Cash

and cash equivalents

Income from operating activities

Turnover + revenue from auxiliary activities + purchases + wages, salaries and social charges + other

operational charges and depreciation and goodwill depreciation

Operating income (EBIT)

Income from operating activities + earnings from associates and joint-ventures

EBITDA

Income from operating activities + amortisation and depreciation + other non-cash items

Return on equity (ROE)

Net income, share of the group / equity, share of the group

Order book

Revenue to be generated by the projects for which the contract has been signed and has come into effect

(after notice to proceed has been given or conditions precedent have been fulfilled) and/or for which project

financing is in place.

Page 2

CONSOLIDATED STATEMENT OF INCOME

For the period from January 1stto June, 30th

Notes

June 2019

June 2018

(in € thousands)

Revenue

1,847,714

1,860,146

Revenue from auxiliary activities

6

48,376

31,123

Purchases

(1,083,566)

(1,117,770)

Remuneration and social security payments

(347,962)

(334,784)

Other operating expenses

(256,755)

(233,825)

Depreciation and amortisation

(157,265)

(126,150)

Income from operating activities

50,542

78,740

Earnings from associates and joint ventures

11

10,614

(1,211)

Operating income

61,156

77,529

Cost of gross financial debt

7

(1,044)

(7,091)

Other financial expenses & income

7

(4,185)

29

Net financial income/expense

(5,229)

(7,062)

Pre-tax income

55,927

70,467

Income tax expense

9

(14,297)

(20,199)

Net income for the period

41,630

50,268

Attributable to owners of non-controlling interests

8

1,106

1,581

Net income share of the group

42,736

51,849

Net income of the group per share (EUR) (diluted and basic)

1.69

2.05

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period from January 1stto June, 30th

Notes

June 2019

June 2018

(in € thousands)

Net income share of the group

42,736

51,849

Net income for the period

41,630

50,268

Changes in fair value related to hedging instruments

(39,120)

(4,505)

Currency translation differences

276

1,904

Deferred taxes

9,615

630

Other elements of the comprehensive income to be reclassified to profit or loss

(29,229)

(1,971)

in subsequent periods

Re-measurement on defined benefit plans

0

0

Deferred taxes

0

0

Other elements of the comprehensive income not to be reclassified to profit or

0

0

loss in subsequent periods

Other elements of the comprehensive income

(29,229)

(1,971)

Comprehensive income:

12,401

48,297

- Attributable to owners of the parent

13,474

50,016

- Attributable to owners of non-controlling interests

(1,073)

(1,719)

Net income attributable to owners of the parent per share (EUR) (diluted and basic)

0.53

1.98

Page 3

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the period from January 1stto June, 30th

Notes

June 2019

December 2018

(in € thousands)

Intangible assets

89,151

89,588

Goodwill

177,127

177,127

Property, plant and equipment

10

2,570,492

2,390,236

Investments in associates and joint ventures

11

148,765

155,792

Other non-current financial assets

104,121

171,687

Derivative instruments - Non-current assets

16

8

9

Other non-current assets

5,324

5,501

Deferred tax assets

108,998

99,909

Total non-current assets

3,203,986

3,089,849

Inventories

12

146,157

128,889

Trade and other operating receivables

13

1,174,985

1,261,298

Other operating current assets

85,604

67,561

Other non-operating current assets

16,465

12,733

Derivative instruments - Current assets

16

615

275

Assets held for sale

5

49,388

0

Cash and cash equivalents

17

646,097

388,346

Total current assets

2,119,311

1,859,102

Total assets

5,323,297

4,948,951

Share capital

41,330

41,330

Share premium

800,008

800,008

Retained earnings

905,749

923,768

Defined benefits pension plans

(25,521)

(25,521)

Hedging reserves

16

(36,671)

(7,153)

Currency translation differences

(11,298)

(11,554)

Equity attributable to owners of the parent

1,673,597

1,720,878

Non-controlling interests

13,216

13,973

Equity

1,686,813

1,734,851

Retirement benefit obligations and employee benefits

57,689

57,553

Provisions

14

35,040

35,172

Other non-current liabilities

3,212

5,725

Non-current bonds

17

29,636

29,584

Non-current financial liabilities

17

1,206,662

656,788

Derivative instruments - Non-current assets

16

12,943

9,354

Deferred tax liabilities

109,003

119,386

Total non-current liabilities

1,454,185

913,562

Current provisions

14

64,703

65,505

Trade & other operating payables

1,343,024

1,410,944

Income tax payable

45,879

44,543

Current bonds

17

0

200,221

Current financial liabilities

17

367,738

150,075

Derivative instruments - Current assets

16

11,062

10,990

Other operating current liabilities

129,610

201,609

Other non-operating current liabilities

220,283

216,651

Total current liabilities

2,182,299

2,300,538

Total equity and liabilities

5,323,297

4,948,951

Page 4

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period from January 1stto June, 30th

Notes

June 2019

June 2018

(in € thousands)

Operating activities

Income from operating activities

50,542

78,740

Depreciation and amortisation of (in)tangible assets and investment property

157,265

126,150

Net provision expense

(614)

(1,844)

Impairment on assets and other non-cash items

(238)

(945)

Income/(losses) from sales of property, plant & equipment

(6,403)

(1,708)

Dividends received from associates and joint ventures

4,541

3,340

Cash flow from operating activities before changes in working capital

205,093

203,733

Decrease/(increase) in trade receivables and other current and non-current

57,890

(228,409)

receivables

Decrease/(increase) in inventories

5,525

34,502

Increase/(decrease) in trade payables and other current and non-current payables

(113,286)

23,084

Income tax paid/received

(22,390)

(23,777)

Cash flow from operating activities

132,832

9,133

Investing activities

Sales of non-current assets

11,793

2,534

Purchases of non-current assets

(262,228)

(226,739)

Acquisition of subsidiaries net of cash acquired

0

336

Capital increase of equity-accounted companies

(16,303)

(1,395)

Sale of subsidiaries

0

0

New borrowings given

8,076

(10,568)

Cash flow from investing activities

(258,662)

(235,832)

Financing activities

Interest paid

(15,780)

(16,657)

Interest received

7,245

5,112

Other financial expenses & income

(5,172)

(569)

Borrowings

506,217

390,239

Reimbursements of borrowings

(48,767)

(185,069)

Dividends paid

(60,755)

(60,715)

Cash flow from financing activities

382,988

132,341

Net increase/(decrease) in cash position

257,158

(94,358)

Cash and cash equivalents at start of the year

388,346

523,018

Exchange rate effects

593

(649)

Cash and cash equivalents at end of period

646,097

428,011

Purchases and sales of subsidiaries net of cash acquired do not include entities that are not a business combination (Real Estate segment). They are not considered as investment operations and are directly reflected in cash flows from operating activities.

Page 5

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 2019

(in € thousands)

Share capital

Share premium

Retained earnings

Defined benefits pension plans

Hedging reserves

Currency translation differences

Equity

attributableto

owners of the

parent

Non-controlling interests

Total

December 2018

41,330

800,008

923,768

(25,521)

(7,153)

(11,554)

1,720,878

13,973

1,734,851

IFRS 16 restated

0

0

December 2018(*)

41,330

800,008

923,768

(25,521)

(7,153)

(11,554)

1,720,878

13,973

1,734,851

Comprehensive

42,736

(29,518)

256

13,474

(1,073)

12,401

income for the period

Dividends paid to

(60,755)

(60,755)

(60,755)

shareholders

Dividends from non-

(531)

(531)

controlling interests

Other movements

847

847

June 2019

41,330

800,008

905,749

(25,521)

(36,671)

(11,298)

1,673,597

13,216

1,686,813

  1. Amounts restated in accordance with changes in accounting method linked to the application of accounting standard IFRS 16 Leases. We refer to note 3.2.

For the period ended 31 December 2018

(in € thousands)

Share capital

Share premium

Retained earnings

Defined benefits pension plans

Hedging reserves

Currency translation differences

Equity attributableto owners of the parent

Non-controlling interests

Total

December 2017

41,330

800,008

812,993

(25,268)

(2,457)

(12,252)

1,614,354

14,421

1,628,775

Comprehensive

51,849

(3,875)

2,042

50,016

(1,719)

48,297

income for the period

Dividends paid to

(60,755)

(60,755)

(60,755)

shareholders

Dividends from non-

(518)

(518)

controlling interests

Other movements

(117)

(117)

June 2018

41,330

800,008

804,087

(25,268)

(6,332)

(10,210)

1,603,615

12,067

1,615,682

Page 6

SHARE CAPITAL AND RESERVES

The share capital on 30 June 2019 was divided into 25,314,482 ordinary shares. These shares are without nominal value. The owners of ordinary shares have the right to receive dividends and have one vote per share in Shareholders' General Meetings.

On 22 February 2019, the Board of Directors proposed a dividend of €60,755 thousand, corresponding to €2.40 gross per share. The proposal has been approved by the General Shareholders Meeting on 2 May 2019. This dividend was made payable in May 2019.

Basic earnings per share are the same as diluted earnings per share due to the absence of any potential dilution in terms of ordinary shares in issue.

Earnings per share are calculated as follows:

EARNINGS PER SHARE FOR THE PERIOD ENDED 30 JUNE 2019

2019

2018

(in € thousands)

Net income attributable to shareholders

42,736

51,849

Comprehensive income attributable to owners of the parent

13,474

50,016

Number of ordinary shares at the balance sheet date

25,314,482

25,314,482

Net income share of the group per share (€)

1.69

2.05

Comprehensive income attributable to owners of the parent per share (€)

0.53

1.98

Page 7

NOTES TO THE INTERIM CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE PERIOD ENDED JUNE 30, 2019

  1. GENERAL POLICIES
  2. CONSOLIDATION METHODS
    1. SCOPE OF CONSOLIDATION
    2. INTRAGROUP TRANSACTIONS
    3. TRANSLATION OF THE FINANCIAL STATEMENTS OF FOREIGN COMPANIES AND ESTABLISHMENTS
    4. FOREIGN CURRENCY TRANSACTIONS
  3. VALUATION RULES AND METHODS
    1. RECOURSE TO ESTIMATES
    2. CHANGES IN ACCOUNTING METHOD:APPLICATION OF IFRS 16 LEASES
  4. SEGMENT REPORTING
    1. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
    2. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
    3. CONSOLIDATED STATEMENT OF CASH FLOWS
    4. OTHER INFORMATION
    5. GEOGRAPHICAL INFORMATION
  5. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES
  6. REVENUE FROM AUXILIARY ACTIVITIES
  7. NET FINANCIAL INCOME/EXEPENSE
  8. NON-CONTROLLING INTERESTS
  9. INCOME TAX
  10. PROPERTY,PLANT AND EQUIPMENT
  11. ASSOCIATES AND JOINT ARRANGEMENTS
  12. INVENTORIES
  13. TRADE RECEIVABLES AND OTHER OPERATING RECEIVABLES
  14. PROVISIONS OTHER THAN THOSE RELATING TO RETIREMENT BENEFIT OBLIGATIONS AND NON-CURRENT EMPLOYEE BENEFITS
  15. CONTINGENT ASSETS AND LIABILITIES
  16. DERIVATIVE FINANCIAL INSTRUMENTS
  17. NET FINANCIAL DEBT
    1. NET FINANCIAL DEBT,AS DEFINED BY THE GROUP,BREAKS DOWN AS FOLLOWS :
    2. DEBT MATURITY SCHEDULE
    3. CASH FLOWS RELATING TO FINANCIAL LIABILITIES
    4. CREDIT FACILITIES AND BANK TERM LOANS
    5. FINANCIAL COVENANTS
  18. FINANCIAL RISK MANAGEMENT
    1. INTEREST RATE RISK
    2. DISTRIBUTION OF THE LONG TERM FINANCIAL DEBTS BY CURRENCY
    3. CARRYING AMOUNTS AND FAIR VALUE BY ACCOUNTING CATEGORY
  19. OTHER COMMITMENTS GIVEN
  20. OTHER COMMITMENTS RECEIVED
  21. LITIGATION
  22. RELATED PARTIES
  23. SUBSEQUENT EVENTS
  24. IMPACT OF FOREIGN CURRENCIES
  25. RESEARCH AND DEVELOPMENT
  26. SEASONAL NATURE OF THE BUSINESS
  27. AUDITOR'S REPORT

Page 8

Introduction

The Board of Directors authorized the publication of the interim condensed consolidated financial statements on 28 August 2019.

MAIN TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2019AND THE FIRST SIX MONTHS OF 2018WITH EFFECT ON THE SCOPE OF THE CFE GROUP

TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2019

1. Dredging, environment, offshore and infra segment - "DEME"

During the first half year 2019, DEME acquired :

  • a 100% stake in the newly created company Bonny River Shipping SA;
  • a 100% stake in the newly created company DEME Offshore US Inc;
  • a 100% stake in the newly created company DEME Offshore US LLC.

The acquired entities listed above have been fully consolidated.

The group DEME also acquired during the first semester 2019:

  • a 50% stake in the companyDBM-Bontrup BV ;
  • a 50% stake in the company BNS JV Limited ;
  • a 49.99% stake in the companyCSBC-DEME Wind Engineering CO., Ltd (CDWE Taiwan).

The companies listed above have been integrated under the equity method.

During the first half year 2019, DEME disposed of all its stakes in the following entities :

  • 100% of the company MDCC Insurance Broker NV, which was fully consolidated ;
  • 100% of the company Offshore Manpower Singapore PTE Ltd, which was fully consolidated ;
  • 51.10% of the companyB-WIND Polska s.p.zoo, which was integrated under the equity method;
  • 51.10% of the companyC-WIND Polska s.p.zoo, which was integrated under the equity method.

2. Contracting segment

On 29 March 2019, the company P-Multitech BVBA was absorbed by VMA NV, 100% owned by the CFE group, with retroactive effect to 1 January 2019.

On 29 March 2019, the companies be.Maintenance SA, Etablissements Druart SA, Nizet Entreprises SA and Vanderhoydoncks NV, subsidiaries of CFE Contracting, were renamed VMA be.Maintenance SA, VMA Druart SA, VMA Nizet SA and VMA Vanderhoydoncks NV respectively.

On 15 May 2019, the company CFE Bouw Vlaanderen NV, a subsidiary of CFE Contracting, was renamed MBG NV.

On 16 May 2019, the companies Engema SA, Engetec SA, José Coghe-Werbrouck NV, Louis Stevens NV and Remacom NV, subsidiaries of CFE Contracting, were renamed Mobix Engema SA, Mobix Engetec SA, Mobix Coghe NV, Mobix Stevens NV and Mobix Remacom NV respectively.

On 28 May 2019, the corporate name "CFE Bâtiment Brabant Wallonie (CFE BBW)" was renamed "Bâtiments et Ponts construction (BPC)".

3. Real Estate segment

On 24 January 2019, BPI Real Estate Poland s.p.zoo. increased its stake in the company ACE 12 s.p.zoo. from 90% to 100%. This company was already fully consolidated.

On 19 February 2019, that same entity ACE 12 s.p.zoo., a subsidiary of BPI Real Estate Poland s.p.zoo., was renamed BPI Vilda Park s.p.zoo.

4. Holding and non-transferred activities

On 14 February 2019, the CFE group increased its stake in Rent-A-Port NV from 45% to 50%. The company remains integrated under the equity method.

On 28 February 2019, the company Liveway Ltd, 50% owned by the CFE group, was liquidated. This company was integrated under the equity method.

Page 9

TRANSACTIONS FOR THE FIRST SIX MONTHS OF 2018

1. Dredging, environment, offshore and infra segment - "DEME"

During the first half year 2018, DEME acquired :

  • a 100% stake in the company Dredeco PNG Ltd;
  • a 100% stake in the company Middle East Marine Contracting Ltd;
  • a 100% stake in the company Naviera Living Stone S.L.U.

The acquired companies listed above have been fully consolidated.

The group DEME has also acquired during the first semester 2018:

  • a 50% stake in the newly created company Earth Moving Al Duqm LLC;
  • a 15% stake in company BAAKBlankenburg-Verbinding BV.

The companies listed above have been integrated under the equity method.

Finally, the companies Europ Agregats SARL, 100% owned, and Ecoterres Holding SA, 74.90% owned were absorbed respectively by DEME Building Materials NV and DEME Environmental Contractors NV, both 100% owned.

2. Contracting segment

Nihil.

3. Real estate segment

On 1 January 2018, CFE Group, through its subsidiary BPI Real Estated Belgium SA, increased its stake in D.H.B. SA from 75.33% to 100%. This entity was already fully integrated.

On 14 May 2018, the company Foncière Sterpenich SA, subsidiary of BPI Real Estate Belgium SA, was rebranded as BPI Park West SA.

On 30 May 2018 CFE Group, through its subsidiary BPI Real Estate Poland sp.zoo, acquired a 100% stake in company BPI Sadowa sp.zoo which is fully consolidated.

On 8 June 2018, CFE Group, through its subsidiaries BPI Real Estate Belgium SA and BPI Samaya SA, acquired a 100% stake in the newly created company Wolimmo SA which is fully consolidated.

On 8 June 2018, CFE Group, through its subsidiaries BPI Real Estate Belgium SA and BPI Samaya SA, acquired a 100% stake in the newly created company Zen Factory SA which is fully consolidated.

4. Holding and non-transferred activities

Nihil.

Page 10

ACCOUNTING PRINCIPLES AND EVALUATION METHOD

1.GENERAL POLICIES

IFRS AS ADOPTED BY THE EUROPEAN UNION

The accounting principles used at 30 June 2019 are the same as that those used for the consolidated financial statements at 31 December 2018, except for the standard IFRS 16 and the interpretation IFRIC 23 Uncertainty over Income Tax Treatments, mandatorily applicable as of 1 January 2019. We refer to Note 3.2. of the present report.

Furthermore, during the annual analysis of the depreciation rules of its fleet (depreciation rates and residual value), DEME has slightly amended them. The application of these new rules has no significant impact on the consolidated financial statements of CFE.

STANDARDS AND INTERPRETATIONS APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1JANUARY 2019

  • IFRS 16 Leases
  • IFRIC 23 Uncertainty over Income Tax Treatments
  • Amendments to IAS 19 Plan Amendment, Curtailment or Settlement
  • Amendments to IAS 28 Long term interests in Associates and Joint Ventures
  • Amendments to IFRS 9 Prepayment Features with Negative Compensation
  • Annual improvements to IFRS Standards2015-2017 Cycle

STANDARDS AND INTERPRETATIONS PUBLISHED,BUT NOT YET APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1JANUARY 2019

The Company decided not to anticipate the application standards and interpretations here below that are not mandatory on June 30, 2019:

  • Amendments to IAS 1 and IAS 8 Definition of Material (applicable for annual periods beginning on or after 1 January 2020, but not yet endorsed in the EU)
  • Amendments to IFRS 3 Business Combinations (applicable for annual periods beginning on or after 1 January 2020, but not yet endorsed in the EU)
  • Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (the effective date has been deferred indefinitely, and therefore the endorsement in the EU has been postponed)
  • Amendments to references to the Conceptual Framework in IFRS standards (applicable for annual periods beginning on or after 1 January 2020, but not yet endorsed in the EU)
  • IFRS 14 Regulatory Deferral Accounts (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)
  • IFRS 17 Insurance Contracts (applicable for annual periods beginning on or after 1 January 2021, but not yet endorsed in the EU)

The assessment of the potential impact on the group's financial statements is still in progress.

Page 11

2.CONSOLIDATION METHODS

2.1.SCOPE OF CONSOLIDATION

Companies in which the Group holds, directly or indirectly, the majority of voting rights enabling control to be exercised, are fully consolidated.

Companies over which the Group exercises joint control with another entity are consolidated under the equity method. This applies in particular to Rent-A-Port and some entities in DEME segment and the Real Estate segment.

Changes in the scope of consolidation

Number of entities

June 2019

December 2018

Full consolidation

200

200

Equity method

143

128

Total

343

328

2.2.INTRAGROUP TRANSACTIONS

Reciprocal operations and transactions relating to assets and liabilities and income and expenses between companies that are consolidated or accounted for under the equity method are eliminated in the consolidated financial statements. This is done:

  • for the full amount if the transaction is between two controlled subsidiaries;
  • applying the percentage owned of a company accounted for under the equity method with respect to internal profits or losses between a fully consolidated company and a company accounted for under the equity method.

2.3.TRANSLATION OF THE FINANCIAL STATEMENTS OF FOREIGN COMPANIES AND ESTABLISHMENTS

In most cases, the functional currency of companies and establishments is their local currency.

The financial statements of foreign companies of which the functional currency is different from that used in preparing the Group's consolidated financial statements are translated at the closing rate for balance-sheet items and at the average rate for the period for income-statement items. Any resulting translation differences are recognized under translation differences in consolidated reserves. Goodwill relating to foreign entities is considered as comprising part of the assets and liabilities acquired and is therefore translated at the exchange rate in force at the balance sheet date.

2.4.FOREIGN CURRENCY TRANSACTIONS

Transactions in foreign currency are translated into euros at the exchange rate on the transaction date. At the balance sheet date, financial assets and monetary liabilities denominated in foreign currencies are translated at the closing rate. Resulting exchange gains and losses are recognized under foreign exchange gains and losses and are shown under other financial income and other financial expense in the income statement.

Foreign exchange gains and losses arising on loans denominated in foreign currency or on foreign exchange derivatives used to hedge stakes in foreign subsidiaries are recorded in currency translation differences under equity.

Page 12

3.VALUATION RULES AND METHODS

3.1.RECOURSE TO ESTIMATES

The preparation of financial statements under IFRS standards requires estimates to be used and assumptions to be made that affect the amounts shown in those financial statements, particularly as regards the following items:

  • the period over whichnon-current assets are depreciated or amortized;
  • the measurement of provisions and pension obligations;
  • the measurement of income or losses on construction contracts using the percentage of completion method;
  • estimates used in impairment tests;
  • the measurement of financial instruments at fair value;
  • the assessment of control;
  • the classification of a company acquisition as a business combination or an acquisition of assets; and
  • the classification, when a partnership enters into force, of the joint arrangement as a joint venture or a joint operation.

These estimates assume the operation is a going concern and are made on the basis of the information available at the time. Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates.

3.2.CHANGES IN ACCOUNTING METHOD :APPLICATION OF IFRS 16 LEASES

The IFRS 16 standard abolishes for the lessee the distinction, which was applicable before 31 December 2018, between operating leases recognized as expenses, and finance leases recognized as tangible assets against a financial debt, and requires for all leases the recognition of a right-of-use against a financial debt. IFRS 16 will replace the standard and interpretations IAS 17, IFRIC 4, SIC 15 and SIC 27. Where according to IAS 17, the accounting treatment of leases is determined by the assessment of the transfer of the risks and rewards incidental to ownership of the asset, IFRS 16 imposes a single recognition method for leases by lessees that has a similar impact on the balance sheet as finance leases. This standard came into effect on 1 January 2019.

For the implementation of IFRS 16, the Group opted for the modified retrospective method, method B, under which the right-of-use asset equals the lease liability on 1 January 2019. The comparative financial statements were restated only with respect to the consolidated statement of financial position. The figures for 2018, presented for comparison purposes in the consolidated statement of comprehensive income, have not been restated and continue to be presented according to the accounting standards applicable in 2018.

The consolidated statement of financial position for the year ending on 31 December 2018 was impacted as follows :

December 2018,

Restatement

December 2018,

published

IFRS 16

after restatement

Non-current assets, including :

Property, plant and equipment

2,390,236

98,763

2,488,999

Equity attributable to owners of the parent, including :

Retained earnings

923,768

0

923,768

Liabilities, including :

Non-current financial debts

656,788

75,541

732,329

Current financial debts

150,075

23,222

173,297

Page 13

The restatements applied to the operating leases commitments of the CFE group as of 31 December 2018 in order to constitute the initial lease liability as of 1 January 2019 can be summarized as follows:

(in € thousands)

1 January 2019

Operating lease commitments as of 31 December 2018

132,882

Deduction of lease contracts expiring in 2019

(843)

Deduction of low-value assets

0

Addition of purchase options or contract extension options

0

Others

(6,831)

Lease liability - before discounting

125,208

Discounting effect

(26,445)

Lease liability as of 1 January 2019

98,763

The section "Others" is mainly related to the deduction of non-lease components which are not included in the lease debt (insurance and maintenance expenses in car leases) and to the deduction of contracts signed in 2018 for assets available for use on or after 1 January 2019.

The impact of the implementation of IFRS 16 Leases on CFE's consolidated financial statements as of 30 June 2019 can be summarized as follows:

For the period from January 1stto June, 30th

2019

(in € thousands)

Comprehensive income

Reversal of lease expenses

+12,122

Depreciation expenses and impairment of right-of-use assets

(11,660)

EBIT

+462

EBITDA

+12,122

Financial interests relating to lease liability

(1,008)

Net result

(546)

Financial position

Righ-of-use asset

97,395

Lease debt

97,940

Cash flow statement

Cash flow from financing activities

(11,910)

Page 14

4.SEGMENT REPORTING

Segment reporting is presented in respect of the group's operating segments. Segment profits, losses, assets and liabilities include items that can be attributed directly to a segment or allocated on a reasonable basis.

The CFE group consists of four operating segments:

  • Dredging, environment, offshore and infra - "DEME"

Through DEME, the Dredging, environment, offshore and infra segment is active in dredging (capital dredging and maintenance dredging), installation of offshore wind farms, laying of submarine power cables, protection of marine pipelines, treatment of polluted sludge and sediments, and in the marine engineering.

  • Contracting

The Contracting segment includes the construction, multitechnics and rail & utilities activities.

Construction activity is concentrated in Belgium, Luxembourg, Poland and, to a lesser extent, in Tunisia. CFE Contracting specialises in building and refurbishing office buildings, residential properties, hotels, schools, universities, car parks, shopping and leisure centres, hospitals and industrial buildings.

The Multitechnics and Rail & Utilities activities operate mainly in Belgium through two clusters:

    • the VMA cluster comprising tertiary electricity, HVAC (heating, ventilation and air conditioning), electromechanical facilities, telecom networks, automation in the automobile, pharmaceutical andagri-food industries, the automated management of technical facilities of buildings, electromechanical work for road and rail infrastructures (tunnels, etc), and the long-term maintenance of technical facilities;
    • the MOBIX cluster comprising railway (track laying and installation of catenaries) and signalling works, energy transportation and public lighting.
  • Real Estate Development

The Real Estate Development segment develops real estate projects in Belgium, Luxembourg and Poland.

  • Holding andnon-transferred activities

Besides the usual holding activities, this segment includes:

  • participations inRent-A-Port, Green Offshore and in two Design Build Finance and Maintenance contracts in Belgium;
  • contracting activities not transferred to CFE Contracting SA and DEME NV including one engineering project in Belgium and building projects in Africa (except Tunisia) and in Central Europe (except Poland).

Page 15

4.1. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 June 2019

DEME

DEME

Contracting

Real Estate

Holding and

Eliminations

Consolidated

restatem

Development

non-

between

total

(in € thousands)

ents

transferred

segments

activities

Revenue

1,349,272

501,384

24,042

12,932

(39,916)

1,847,714

Income from operating activities

52,694

(2,294)

1,397

526

(1,886)

105

50,542

Operating income (EBIT) (*)

58,541

(2,637)

1,382

5,663

(1,898)

105

61,156

% Revenue

4.34%

0.28%

23.55%

3.31%

Financial income

(4,753)

416

(525)

(769)

402

0

(5,229)

Taxes

(10,549)

497

(3,751)

(424)

(35)

(35)

(14,297)

Net income share of the group

44,324

(1,724)

(2,894)

4,491

(1,531)

70

42,736

% Revenue

3.29%

(0.58%)

18.68%

2.31%

Non-cash items

146,398

2,294

9,967

(139)

(2,109)

0

156,411

EBITDA (*)

199,092

0

11,364

387

(3,995)

105

206,953

% Revenue

14.76%

2.27%

1.61%

11.20%

(*) We refer to Note 3.2. for the impact of IFRS 16 Leases on amortisation during the period from 1 January 2019 to 30 June 2019.

For the period ended 30 June 2018

DEME

DEME

Contracting

Real Estate

Holding and

Eliminations

Consolidated

restatem

Development

non-

between

total

(in € thousands)

ents

transferred

segments

activities

Revenue

1,329,416

468,116

75,474

13,706

(26,566)

1,860,146

Income from operating activities

68,895

(2,294)

7,247

9,652

(4,169)

(591)

78,740

Operating income (EBIT)

66,997

(2,636)

7,244

11,651

(5,136)

(591)

77,529

% Revenue

5.04%

1.55%

15.44%

4.17%

Financial income

(4,587)

1,450

(79)

(2,130)

(1,716)

0

(7,062)

Taxes

(15,531)

192

(3,091)

(1,741)

(70)

42

(20,199)

Net income share of the group

48,425

(994)

4,075

7,815

(6,923)

(549)

51,849

% Revenue

3.64%

0.87%

10.35%

2.79%

Non-cash items

118,205

2,294

7,619

(1,028)

(3,729)

0

123,361

EBITDA

187,100

0

14,866

8,624

(7,898)

(591)

202,101

% Revenue

14.07%

3.18%

11.43%

10.86%

Page 16

4.2.CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

For the period ended 30 June 2019

DEME

Contracting

Real Estate

Holding and

Eliminations

Consolidated

Development

non-transferred

between

total

(in € thousands)

activities

segments

ASSETS

Goodwill

155,567

21,560

0

0

0

177,127

Property, plant and equipment

2,487,263

78,347

2,316

2,566

0

2,570,492

Non-current loans to consolidated

0

0

0

20,000

(20,000)

0

group companies

Other non-current financial assets

55,453

0

22,807

25,861

0

104,121

Other non-current assets

264,012

14,556

35,037

1,284,477

(1,245,836)

352,246

Inventories

12,274

13,287

118,467

3,754

(1,625)

146,157

Cash and cash equivalents

567,688

40,110

14,868

23,431

0

646,097

Internal cash position - cash pooling

0

40,670

7,551

2,217

(50,438)

0

- assets

Other current assets

849,413

359,490

37,779

94,049

(13,674)

1,327,057

Total assets

4,391,670

568,020

238,825

1,456,355

(1,331,573)

5,323,297

EQUITY AND LIABILITIES

Equity

Non-current borrowings from consolidated group companies Non-current bonds

Non-current financial liabilities Other non-current liabilities Current bonds

Current financial liabilities

Internal cash position - cash pooling - liabilities

Other current liabilities

Total liabilities

Total equity and liabilities

1,608,529

73,050

69,437

1,183,259

(1,247,462)

1,686,813

0

0

20,000

0

(20,000)

0

0

0

29,636

0

0

29,636

1,038,076

20,558

26,873

121,155

0

1,206,662

173,520

14,620

6,882

22,865

0

217,887

0

0

0

0

0

0

335,296

4,082

8,198

20,162

0

367,738

0

2,217

11,883

36,338

(50,438)

0

1,236,249

453,493

65,916

72,576

(13,673)

1,814,561

2,783,141

494,970

169,388

273,096

(84,111)

3,636,484

4,391,670

568,020

238,825

1,456,355

(1,331,573)

5,323,297

For the period ended 31 December 2018

DEME

Contracting

Real Estate

Holding and non-

Eliminations

Consolidated

Development

transferred

between

total

(in € thousands)

activities

segments

ASSETS

Goodwill

Property, plant and equipment

Non-current loans to consolidated group companies

Other non-current financial assets Other non-current assets Inventories

Cash and cash equivalents

Internal cash position - cash pooling - assets

Other current assets

Total assets

EQUITY AND LIABILITIES Equity

Non-current borrowings from consolidated group companies Non-current bonds

Non-current financial liabilities Other non-current liabilities Current bonds

Current financial liabilities

Internal cash position - cash pooling - liabilities

Other current liabilities

Total liabilities

Total equity and liabilities

155,567

21,560

0

0

0

177,127

2,326,304

61,526

928

1,478

0

2,390,236

0

0

0

20,000

(20,000)

0

108,066

0

35,106

28,515

0

171,687

274,058

13,217

34,923

1,274,450

(1,245,849)

350,799

15,244

16,945

94,592

3,733

(1,625)

128,889

287,394

53,440

9,197

38,315

0

388,346

0

62,808

2,793

1,889

(67,490)

0

914,328

314,783

26,180

96,214

(9,638)

1,341,867

4,080,961

544,279

203,719

1,464,594

(1,344,602)

4,948,951

1,646,910

84,781

68,108

1,182,527

(1,247,475)

1,734,851

0

0

20,000

0

(20,000)

0

0

0

29,584

0

0

29,584

494,796

10,156

21,836

130,000

0

656,788

179,572

14,712

10,923

21,983

0

227,190

200,221

0

0

0

0

200,221

148,376

1,699

0

0

0

150,075

0

1,889

11,043

54,558

(67,490)

0

1,411,086

431,042

42,225

75,526

(9,637)

1,950,242

2,434,051

459,498

135,611

282,067

(97,127)

3,214,100

4,080,961

544,279

203,719

1,464,594

(1,344,602)

4,948,951

Page 18

4.3.CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended 30 June 2019

DEME

Contracting

Real Estate

Holding and

Consolidated

Development

non-transferred

total

(in € thousands)

activities &

eliminations

Cash flow from operating activities before

194,498

11,017

3,480

(3,902)

205,093

change in working capital

Net cash flow from (used in) operating

147,047

(15,365)

2,310

(1,160)

132,832

activities

Cash flow from (used in) investing activities

(240,061)

(7,673)

(214)

(10,714)

(258,662)

Cash flow from (used in) financing activities

372,863

9,685

3,448

(3,008)

382,988

Net increase/(decrease) in cash position

279,849

(13,353)

5,544

(14,882)

257,158

For the period ended 30 June 2018

DEME

Contracting

Real Estate

Holding and

Consolidated

Development

non-transferred

total

(in € thousands)

activities &

eliminations

Cash flow from operating activities before

187,649

15,379

10,153

(9,448)

203,733

change in working capital

Net cash flow from (used in) operating

25,336

16,981

(2,083)

(31,101)

9,133

activities

Cash flow from (used in) investing activities

(228,604)

(3,907)

325

(3,646)

(235,832)

Cash flow from (used in) financing activities

111,676

(19,781)

7,410

33,036

132,341

Net increase/(decrease) in cash position

(91,592)

(6,707)

5,652

(1,711)

(94,358)

Cash flows from financing activities include cash pooling loans from other segments. A positive amount means a use of pooled cash. This item is also influenced by external financing, especially and primarily in the segments DEME, Real Estate, Holding and non-transferred activities. The DEME segment is not part of the CFE cash pooling arrangement.

Page 19

4.4.OTHER INFORMATION

For the period ended 30 June 2019

DEME

Contracting

Real Estate

Holding and

Consolidated

Development

non-transferred

total

(in € thousands)

activities

Depreciation (*)

(148,692)

(7,905)

(384)

(284)

(157,265)

Investments

230,807

13,294

472

90

244,663

For the period ended 30 June 2018

DEME

Contracting

Real Estate

Holding and

Consolidated

Development

non-transferred

total

(in € thousands)

activities

Amortisation

(120,548)

(5,383)

(137)

(82)

(126,150)

Investments

186,229

4,575

185

673

191,662

(*) We refer to Note 3.2. for the impact of IFRS 16 Leases on amortisation during the period from 1 January 2019 to 30 June 2019.

The investments include the acquisitions as part of the group's investing activities and the acquisitions made as part of the operating activities of the Real Estate segment. Acquisitions through business combinations are not included in these amounts.

BREAKDOWN OF REVENUE IN THE DEME SEGMENT

June 2019

June 2018

(in € thousands)

DEME Offshore

582,939

712,968

Capital & maintenance dredging

572,126

469,969

Environmental

76,709

65,644

Infra

89,730

48,155

Others

27,768

32,680

Total DEME

1,349,272

1,329,416

BREAKDOWN OF REVENUE IN THE CONTRACTING SEGMENT

June 2019

June 2018

(in € thousands)

Construction

383,528

343,370

Multitechnics

79,813

86,156

Rail & Utilities

38,043

38,590

Total Contracting

501,384

468,116

4.5.GEOGRAPHICAL INFORMATION

REVENUE OF CFE GROUP FOR THE PERIOD ENDED JUNE 30, 2019

(in € thousands)

June 2019

June 2018

Belgium

770,358

566,710

Other Europe

645,873

930,721

Middle East

61,945

8,669

Other Asia

161,019

195,729

Oceania

16,466

18,067

Africa

136,178

110,558

Americas

55,875

29,692

Consolidated total

1,847,714

1,860,146

Page 20

5.ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES

ACQUISITIONS FOR THE PERIOD ENDED 30JUNE 2019

No transactions having a material impact took place during the first six months of 2019.

DISPOSALS FOR THE PERIOD ENDED 30JUNE 2019

No transactions having a material impact took place during the first six months of 2019.

In the Real Estate segment, the acquisitions and disposals carried out do not qualify as business combinations; and therefore, the total price paid is allocated to the land and buildings held in stock. The main acquisitions and disposals which occur in the Real Restate segment are described here above in the preamble.

ASSETS HELD FOR SALE

During the first half of 2019, a mandate was given to sale 100% of the shares of the company Merkur Offshore GmbH. The SPV is concessionaire for a wind farm in Germany which is 12.5% owned by DEME. At 30 June 2019, the net carrying amount of the consolidated assets in the financial statements of the CFE group, namely €49.4 million, is shown as assets held for sale.

Page 21

COMPREHENSIVE INCOME

6.REVENUE FROM AUXILIARY ACTIVITIES

Revenue from auxiliary activities amounted to €48,376 thousand (June 2018: €31,123 thousand) and primarily includes rental income, other

reimbursements and rebilling of various expenses worth €41,858 thousand (June 2018: €29,171 thousand) of which DEME accounts for €27,691

thousand, as well as gains on disposals of non-current assets worth €6,518 thousand (June 2018: €1,829 thousand) of which DEME accounts for €6,113 thousand.

7.

NET FINANCIAL INCOME/EXPENSE

As of 30 June

(in € thousands)

2019

2018

Cost of financial debt

(1,044)

(7,091)

Derivative instruments - fair value adjustments through profit and loss

0

0

Derivative instruments used as hedging instruments

0

0

Assets measured at fair value

0

0

Available-for-sale financial instruments

0

0

Assets and liabilities at amortized cost - interest income

7,242

5,376

Assets and liabilities at amortized cost - interest expense (*)

(8,286)

(12,467)

Other financial income and expense

(4,185)

29

Realized / unrealized translation gains/(losses)

(1,656)

2,459

Dividends received from non-consolidated companies

5

43

Impairment of financial assets

0

0

Defined benefit plan financial cost

0

0

Others

(2,534)

(2,473)

Net financial income/expense

(5,229)

(7,062)

(*) We refer to Note 3.2. for the impact of IFRS 16 Leases on interest expenses during the period from 1 January 2019 to 30 June 2019.

The change in realized (unrealized) exchange gains/(losses) and other as of 30 June 2019 is mainly explained by the valuation of the euro against functional currencies of DEME subsidiaries.

8.NON-CONTROLLING INTERESTS

As of 30 June 2019, the share of non-controlling interests in the income statement amounted to €1,106 thousand (June 2018: €1,581 thousand) and is primarily related to the DEME segment (€1,085 thousand).

9.INCOME TAX

The tax expenses amounted to €14,297 thousand for the first half of 2019, compared to €20,199 thousand for the first half of 2018. The effective tax rate amounted to 31.55%, compared to 28.18% as of 30 June 2018. The effective tax rate is defined as the income tax expense over the pre-tax income from which the earnings from associates and joint ventures are deducted.

Page 22

FINANCIAL POSITION

10. PROPERTY,PLANT AND EQUIPMENT

For the period ended 30 June 2019

Land and

Fixtures and

Furniture, fittings

Under

Total

(in € thousands)

buildings

equipment

and vehicles

construction

Acquisition costs

Balance at the end of the previous period

144,300

3,914,871

68,409

431,022

4,558,602

Right-of-use assets, as of 1 January 2019

72,371

5,311

21,081

0

98,763

Effects of changes in foreign exchange rates

(495)

746

(39)

1

213

Acquisitions

2,915

91,143

9,552

140,786

244,396

Transfers between asset items

32

125,230

79

(119,303)

6,038

Disposals

(215)

(80,096)

(4,065)

0

(84,376)

Changes in consolidation scope

0

0

0

0

0

Balance at the end of the period

218,908

4,057,205

95,017

452,506

4,823,636

Amortisation and impairment

Balance at the end of the previous period

(59,027)

(2,053,942)

(55,397)

0

(2,168,366)

Effects of changes in foreign exchange rates

(27)

(1,007)

(18)

0

(1,052)

Amortisation

(8,407)

(140,901)

(7,383)

0

(156,691)

Transfers between asset items

(1)

428

(104)

(6,229)

(5,906)

Disposals

99

68,876

3,667

6,229

78,871

Changes in consolidation scope

0

0

0

0

0

Balance at the end of the period

(67,363)

(2,126,546)

(59,235)

0

(2,253,144)

Net carrying amount

At January 1, 2019

85,273

1,860,929

13,012

431,022

2,390,236

At June 30, 2019

151,545

1,930,659

35,782

452,506

2,570,492

The net carrying amount of tangible assets amounted to €2,570,492 thousand as of 30 June 2019 (December 2018: €2,390,236 thousand).

As of 30 June 2019, acquisitions of tangible assets amounted to €244,396 thousand, and are mainly related to DEME (€230,797 thousand).

Of the ten vessels commissioned in 2015, 2016 and 2018, worth a total of over one billion euros, the trailing suction hopper dredgers 'Minerva' and 'Scheldt River', and the vessels 'Gulliver' (in joint venture), 'Living Stone' and 'Apollo' were delivered in 2017 and 2018. The dredger 'Bonny River' joined DEME's fleet in the first half of 2019. As of 30 June 2019, a residual amount of €253 million will be invested in vessels under construction over the next few years.

The net carrying amount of property, plant and equipment used as collateral for certain loans totalled €55,686 thousand (December 2018: €84,599 thousand).

The amounts reported under the item "Right-of-use assets, as of 1 January 2019" show the impact of the restatement of the standard on the consolidated statement of financial position as of 1 January 2019, which amounts to €98,763 thousand. We refer to Note 3.2.

The net value of right-of-use assets was €153,087 thousand as of 30 June 2019 (December 2018 : €58,785 thousand). Those assets primarily include the concessions and buildings of the DEME group, the vehicle fleet of the group, the registered offices of the subsidiaries Mobix Stevens NV, Mobix Engema SA, CFE SA, BPI Real Estate Belgium SA and Arthur Vandendorpe NV; the cranes of Benelmat and the equipment of Mobix Coghe NV.

Page 23

For the period ended 30 June 2018

Land and

Fixtures and

Furniture,

Under

Total

(in € thousands)

buildings

equipment

fittings and

construction

vehicles

Acquisition costs

Balance at the end of the previous period

144,888

3,435,161

76,181

428,074

4,084,304

Effects of changes in foreign exchange rates

131

667

32

58

888

Acquisitions

2,309

71,225

3,803

113,319

190,656

Transfers between asset items

(1,328)

3,500

1,909

(5,136)

(1,055)

Disposals

(967)

(22,263)

(2,751)

0

(25,981)

Changes in consolidation scope

187

788

527

0

1,502

Balance at the end of the period

145,220

3,489,078

79,701

536,315

4,250,314

Amortisation and impairment

Balance at the end of the previous period

(58,599)

(1,823,759)

(63,738)

0

(1,946,096)

Effects of changes in foreign exchange rates

(112)

(344)

7

0

(449)

Amortisation

(2,700)

(118,667)

(2,987)

0

(124,354)

Transfers between asset items

4,124

213

(3,667)

0

670

Disposals

967

21,591

2,594

0

25,152

Changes in consolidation scope

(187)

3,501

(527)

0

2,787

Balance at the end of the period

(56,507)

(1,917,465)

(68,318)

0

(2,042,290)

Net carrying amount

At January 1, 2018

86,289

1,611,402

12,443

428,074

2,138,208

At June 30, 2018

88,713

1,571,613

11,383

536,315

2,208,024

11. ASSOCIATES AND JOINT ARRANGEMENTS

As of 30 June 2019, investments in associates and joint arrangements amounted to €148,765 thousand (December 2018: €155,792 thousand). CFE

group share in net result of associates and joint ventures amounted to €10,614 thousand (June 2018: €-1,211 thousand) and mainly derives from DEME activities and real estate development.

12.INVENTORIES

As of 30 June 2019, inventories amounted to €146,157 thousand (December 2018: €128,889 thousand) and broke down as follows:

(in € thousands)

June 2019

December 2018

Raw materials and auxiliary products

34,298

37,203

Impairment on inventories of raw materials and auxiliary products

(179)

(195)

Finished products and properties held for sale

112,945

92,861

Impairment on inventories of finished products

(907)

(980)

Inventories

146,157

128,889

The increase in finished products and properties held for sale is primarily attributable to the Polish activities of the Real Estate segment.

Page 24

13.TRADE RECEIVABLES AND OTHER OPERATING RECEIVABLES

As of 30 June 2019, trade receivables and other operating receivables amounted to €1,174,985 thousand (December 2018: €1,261,298 thousand). The decrease during the first half of 2019 is primarily due to the activities of the DEME group.

Regarding the risk on trade receivables, the group defined procedures in order to limit the risk. It should be noted that an important part of the consolidated sales is realized with public or semi-public customers. In addition, CFE considers that the concentration of the counterparty risk for customers is limited due to the large number of customers.

In order to reduce the current risk, the CFE group regularly monitors its outstanding receivables and adapts its position towards them. In this respect, it should be noted that CFE executed two projects in Chad: the construction of The Grand Hotel and the building of the Ministry of Finance. The operational management and maintenance of the Grand Hotel were transferred in June 2017 to the hotel operator appointed by the Chadian government. The Grand Hotel was officially opened on 1 July 2017. Following payments received in July 2018, the outstanding receivables decreased by €7.5 million from €60 million to €52.5 million (excluding VAT and receivables covered by the Credendo credit insurance group). No further payments have been received since July 2018. Moreover, the sums received locally have not yet been converted into euros and transferred to Belgium. The terms and conditions for the refinancing of the receivables relating to the Grand Hotel were formally approved by the Chadian authorities. They have yet to be approved by the Board of Directors of Afreximbank.

In accordance with the expected loss model, defined by the standard IFRS 9, impairment losses have been recognized on the receivables held by the CFE group vis-à-vis the Chadian government. The accumulated impairment losses relating to those receivables amounted to €-22 million as of 30 June 2019.

14. PROVISIONS OTHER THAN THOSE RELATING TO RETIREMENT BENEFIT OBLIGATIONS AND NON-CURRENT EMPLOYEE BENEFITS

As of 30 June 2019, these provisions amounted to €99,743 thousand, which represents a decrease of €934 thousand compared to December 2018 (€100,677 thousand).

After-sales

Other current

Provisions for

Other non-

Total

service

liabilities

equity method

current

(in € thousands)

liabilities

Balance at the end of the previous period

15,530

49,975

23,422

11,750

100,677

Effects of changes in foreign exchange rates

14

61

0

7

82

Discounting effect

0

0

0

0

0

Transfers between items

(115)

1

(270)

118

(266)

Additions to provisions

1,691

8,083

0

78

9,852

Used provisions

(2,139)

(8,398)

0

(65)

(10,602)

Provisions reversed unused

0

0

0

0

0

Balance at the end of the period

14,981

49,722

23,152

11,888

99,743

of which current: 64,703 thousand euros

non-current: 35,040 thousand euros

The provision for after-sales service decreased by €549 thousand to €14,981 thousand as of 30 June 2019.

The provisions for other current risks decreased by €253 thousand to €49,722 thousand as of 30 June 2019. These provisions include :

  • provisions for current litigation (€6,717 thousand), provisions for social litigations (€926 thousand) and provisions for other risks (€21,422 thousand). Regards other current liabilities, given that negotiations with customers are ongoing, we cannot provide more information about the assumptions made, nor on when the outflow of funds is likely to happen;
  • provisions for losses on completion (€20,657 thousand) are recognized when the expected economic benefits of certain contracts are lower than the inevitable costs attendant on compliance with obligations under those contracts. Provisions for losses on completion are used up when the related contracts are performed.

When the CFE group's share in the losses of companies consolidated under the equity method exceeds the carrying amount of the investment, the latter amount is reduced to nil and recognition of further losses is discontinued except to the extent that the Group has incurred obligations in respect of the associate. The amount of those commitments is accounted for in the non-current provisions, as the Group considers having the obligation to support those entities and their projects.

Provisions for other non-current liabilities include the provisions for liabilities not directly related to site operations in progress.

Page 25

15.CONTINGENT ASSETS AND LIABILITIES

Based on available information at the date on which the financial statements were approved by the Board of Directors, we are not aware of any contingent assets or liabilities, with the exception of contingent assets or liabilities related to construction contracts (for example, the group's claims against customers or claims by subcontractors) that can be described as normal in the dredging and construction sector and which are treated by applying the percentage-of-completion method during the recognition of revenue.

In 2018, DEME was involved in a lawsuit against Rijkwaterstaat in the Netherlands related to the execution of the Juliana Canal project. Based on the information currently available, DEME is unable to estimate the financial consequences of this litigation.

CFE also takes care that all its entities take the necessary organizational measures to ensure that the current laws and regulations are observed, including the compliance rules. DEME fully cooperates in a judicial investigation related to the circumstances surrounding the award of a contract that has in the meantime been executed in Russia. In the present circumstances, the financial impact for DEME cannot be reliably estimated.

16.DERIVATIVE FINANCIAL INSTRUMENTS

The CFE group uses derivative financial instruments mainly in order to reduce the risks linked to unfavourable movements of interest rates, foreign exchange rates, prices of commodities and other market risks. The company does not hold or sell any financial instruments for trading purposes. However, derivatives which are not eligible to be considered as hedging instruments are disclosed as financial instruments held for trading.

The change in fair value in the comprehensive income of CFE Group amounts to €-29.5 million. This change is the consequence of the decrease of medium and long-term interest rates in the EURO zone, and mainly concerns IRS hedging instruments from SPVs SeaMade and Rentel, entities consolidated under the equity method.

As of 30 June 2019, derivative financial instruments have been estimated at their fair value.

Page 26

17.NET FINANCIAL DEBT

17.1.NET FINANCIAL DEBT,AS DEFINED BY THE GROUP,BREAKS DOWN AS FOLLOWS :

June 2019

December 2018

(in € thousands)

Non-current

Current

Total

Non-current

Current

Total

Bank loans and other financial debt

966,000

197,496

1,163,496

472,786

138,888

611,674

Bonds

29,636

0

29,636

29,584

200,221

229,805

Drawings on credit facilities

130,000

0

130,000

146,000

0

146,000

Lease debts

110,662

29,430

140,092

38,002

8,324

46,326

Total long-term financial debt

1,236,298

226,926

1,463,224

686,372

347,433

1,033,805

Short-term financial debt

0

140,812

140,812

0

2,863

2,863

Cash equivalents

0

(3,848)

(3,848)

0

(12,655)

(12,655)

Cash

0

(642,249)

(642,249)

0

(375,691)

(375,691)

Net short-term financial debt/(cash)

0

(505,285)

(505,285)

0

(385,483)

(385,483)

Total net financial debt

1,236,298

(278,359)

957,939

686,372

(38,050)

648,322

Derivative instruments used as interest-

11,608

4,685

16,293

6,168

3,143

9,311

rate hedges

The bank loans and other financial debts (€1,163,496 thousand) mainly relate to the corporate credit lines and project financing granted to DEME which are allocated to the financing of vessels.

Following the redemption at maturity on 14 February 2019 by DEME of its €200 million bond, the only bond still outstanding is that of BPI. This bond was issued on 19 December 2017 and is worth €30 million. It pays a coupon of 3.75% and matures on 19 December 2022.

The lease debts (€140,092 thousand) mainly concern the liabilities relating to the contracts that fall within the scope of IFRS 16 effective as of 1 January 2019 (€97,940 thousand), which have an impact of €98,763 thousand on the opening balance sheet (we refer to Note 17.3). As of 30 June 2019, the share of the DEME group amounts to €81,484 thousand and primarily concerns their concessions, while the Contracting, Real Estate and Holding & non-transferred activities segments account for €16,455 thousand.

Page 27

17.2.DEBT MATURITY SCHEDULE

Less than 1

Between 1

Between 2

Between 3

Between 5

More than

June 2019

(in € thousands)

year

and 2 years

and 3 years

and 5 years

and 10 years

10 years

Bank loans and other financial debt

197,496

196,319

195,772

309,511

264,398

0

1,163,496

Bonds

0

0

0

29,636

0

0

29,636

Drawings on credit facilities

0

11,000

4,000

115,000

0

0

130,000

Lease debts

29,430

25,329

18,539

25,644

18,613

22,537

140,092

Total long-term financial debt

226,926

232,648

218,311

479,791

283,011

22,537

1,463,224

Short-term financial debt

140,812

0

0

0

0

0

140,812

Cash equivalents

(3,848)

0

0

0

0

0

(3,848)

Cash

(642,249)

0

0

0

0

0

(642,249)

Net short-term financial debt

(505,285)

0

0

0

0

0

(505,285)

Total net financial debt

(278,359)

232,648

218,311

479,791

283,011

22,537

957,939

17.3. CASH FLOWS RELATING TO FINANCIAL LIABILITIES

As of 30 June 2019, CFE's financial liabilities amounted to €1,604,036 thousand, or an increase by €567,368 thousand relative to 31 December 2018. This increased debt is primarily accounted for by €600 million worth of additional medium-term borrowing by DEME; partially compensated by the redemption at maturity by DEME of its €200 million bond. The impact of IFRS 16 Leases amounted to €98,763 thousand as of 1 January 2019. We refer to Note 3.2.

Non-cash movements

(in € thousands)

December

Restatement

Cash flow

Change in

Other

Total non-

June 2019

2018

IFRS 16 at 1

consolidation

changes

cash

January 2019

scope

movements

Non-current financial liabilities

Bonds

29,584

0

0

0

52

52

29,636

Other non-current financial

656,788

75,541

570,711

0

(96,378)

(96,378)

1,206,662

liabilities

Current financial liabilities

Bonds

200,221

0

(200,000)

0

(221)

(221)

0

Other current financial liabilities

150,075

23,222

86,739

0

107,702

107,702

367,738

Total

1,036,668

98,763

457,450

0

11,155

11,155

1,604,036

Page 28

17.4.CREDIT FACILITIES AND BANK TERM LOANS

As of 30 June 2019, CFE SA has confirmed long-term bank credit facilities of €204 million of which €110 million were drawn as of 30 June 2019. CFE SA also has the possibility of issuing commercial papers up to an amount of €50 million. This form of financing was drawn on to an amount of €30 million as of 30 June 2019.

DEME has confirmed bank credit facilities (revolving credit facilities) of €95 million and has the possibility of issuing commercial papers up to an amount of €125 million. As of 30 June 2019, DEME has issued €110 million worth of commercial papers. The confirmed credit facilities have not been used.

As of 30 June 2019, BPI Real Estate Belgium SA has confirmed long-term bank credit facilities of €40 million of which €20 million were drawn as of 30 June 2019. BPI Real Estate Belgium SA also has the possibility of issuing commercial papers up to an amount of €40 million. This form of financing was drawn on to an amount of €8 million as of 30 June 2019.

17.5.FINANCIAL COVENANTS

Bilateral loans are subject to specific covenants that take into account factors such as financial debt and the ratio of debt to equity or non-current assets, as well as cash flow. The group complied with all these covenants as at 30 June 2019.

Page 29

18.FINANCIAL RISK MANAGEMENT

18.1.INTEREST RATE RISK

The policy and the risk management procedures defined by the group are the same as those described in the 2018 annual report.

The impact of the risk coverage in regards to changes in interest rates on financial debts, excluding lease debts, can be summarized as follows :

Effective average interest rate beforeconsidering derivative products

Fixed rate

Floating rate

Total

Type of debts

Amounts

Quota

Rate

Amounts

Quota

Rate

Amounts

Quota

Rate

Bank loans and other

56,092

58.59%

1.22%

1,107,404

90.22%

0.70%

1,163,496

87.93%

0.73%

financial debt

Bonds

29,636

30.96%

3.75%

0

0.00%

0.00%

29,636

2.24%

3.75%

Drawings on credit

10,000

10.45%

1.40%

120,000

9.78%

1.02%

130,000

9.83%

1.02%

facilities

Total

95,728

100%

2.02%

1,227,404

100%

0.73%

1,323,132

100%

0.82%

Effective average interest rate afterconsidering floating derivative products

Fixed rate

Floating rate

Floating rate capped + inflation

Total

Type of debts

Amounts

Quota

Rate

Amounts

Quota

Rate

Amounts

Quota

Rate

Amounts

Quota

Rate

Bank loans and other

1,134,561

92.08%

1.08%

28,935

31.82%

1.15%

0

0.00%

0.00%

1,163,496

87.93%

1.08%

financial debt

Bonds

29,636

2.41%

3.75%

0

0.00%

0.00%

0

0.00%

0.00%

29,636

2.24%

3.75%

Drawings on credit

68,000

5.52%

1.50%

62,000

68.18%

1.17%

0

0.00%

0.00%

130,000

9.83%

1.17%

facilities

Total

1,232,197

100%

1.17%

90,935

100%

1.16%

0

0.00%

0.00%

1,323,132

100%

1.15%

18.2.DISTRIBUTION OF THE LONG TERM FINANCIAL DEBTS BY CURRENCY

The outstanding debts (excluding lease liabilities which are mostly in euros) by currency are as follows :

(in € thousands)

June 2019

December 2018

Euro

1,323,132

987,479

US dollar

0

0

Other currencies

0

0

Total long term debts

1,323,132

987,479

Page 30

18.3. CARRYING AMOUNTS AND FAIR VALUE BY ACCOUNTING CATEGORY

For the period ended 30 June 2019

FAMMFV/

FAMMFV/

Loans and

Total of

Fair value

Fair value

(in € thousands)

FLFVPL (3):

FLFVPL (3):

trade

carrying

measurements

of the class

Derivatives

Derivatives

receivables at

amount

of financial

designated as

designated as

amortized

assets by

hedging

hedging

costs

level

instruments

instruments

Non-current financial assets

8

104,121

104,129

104,129

Investments (1)

6,562

6,562

Level 2

6,562

Financial loans and receivables (1)

97,559

97,559

Level 2

97,559

Derivatives

8

8

Level 2

8

Current financial assets

514

101

1,821,082

1,821,697

1,821,697

Trade and other receivables

1,174,985

1,174,985

Level 2

1,174,985

Derivatives

514

101

615

Level 2

615

Cash equivalents (2)

3,848

3,848

Level 1

3,848

Cash at bank and in hand (2)

642,249

642,249

Level 1

642,249

Total assets

522

101

1,925,203

1,925,826

1,925,826

Non-current financial debts

1,335

11,607

1,236,298

1,249,240

1,261,049

Bonds

29,636

29,636

Level 1

29,636

Financial debts

1,206,662

1,206,662

Level 2

1,218,471

Derivatives

1,335

11,607

12,942

Level 2

12,942

Current financial liabilities

3,705

7,357

1,710,762

1,721,824

1,724,239

Trade payables and other operating debts

1,343,024

1,343,024

Level 2

1,343,024

Bonds

0

Level 1

0

Financial debts

367,738

367,738

Level 2

370,153

Derivatives

3,705

7,357

11,062

Level 2

11,062

Total liabilities

5,040

18,964

2,947,060

2,971,064

2,985,288

For the period ended 31 December 2018

FAMMFV/

FAMMFV/

Loans and

Total of

Fair value

Fair value

(in € thousands)

FLFVPL (3):

FLFVPL (3):

trade

carrying

measurements

of the class

Derivatives

Derivatives

receivables at

amount

of financial

designated as

designated as

amortized

assets by

hedging

hedging

costs

level

instruments

instruments

Non-current financial assets

9

171,687

171,696

171,696

Investments (1)

5,758

5,758

Level 2

5,758

Financial loans and receivables (1)

165,929

165,929

Level 2

165,929

Derivatives

9

9

Level 2

9

Current financial assets

257

18

1,649,644

1,649,919

1,649,919

Trade and other receivables

1,261,298

1,261,298

Level 2

1,261,298

Derivatives

257

18

275

Level 2

275

Cash equivalents (2)

12,655

12,655

Level 1

12,655

Cash at bank and in hand (2)

375,691

375,691

Level 1

375,691

Total assets

257

27

1,821,331

1,821,615

1,821,615

Non-current financial debts

3,185

6,169

686,372

695,726

702,044

Bonds

29,584

29,584

Level 1

29,584

Financial debts

656,788

656,788

Level 2

663,106

Derivatives

3,185

6,169

9,354

Level 2

9,354

Current financial liabilities

3,170

7,820

1,761,240

1,772,230

1,781,768

Trade payables and other operating debts

1,410,944

1,410,944

Level 2

1,410,944

Bonds

200,221

200,221

Level 1

200,880

Financial debts

150,075

150,075

Level 2

158,954

Derivatives

3,170

7,820

10,990

Level 2

10,990

Total liabilities

6,355

13,989

2,447,612

2,467,956

2,483,812

  1. Included in items "Othernon-current financial assets" and "Other non-current assets".
  2. Included in item "Cash and cash equivalents".
  3. FAMMFV: Financial assets mandatorily measured at fair value through profit and loss
    FLFVPL: Financial liabilities measured at fair value through profit and loss

The fair value of financial instruments can be classified into three levels (1 to 3) based on the degree to which the inputs to the fair value measurements are observable:

  • Fair value measurements of level 1 are based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
    Page 31
  • Fair value measurements of level 2 are based on inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (through prices) or indirectly (through input derived from prices);
  • Fair value measurements of level 3 are based on valuation techniques comprising inputs which are unobservable for the asset or liability.

The fair value of financial instruments has been determined using the following methods:

  • Forshort-term financial instruments, such as trade receivables and payables, the fair value is considered not to be significantly different from the carrying amount measured at amortized cost;
  • For floating rate liabilities, the fair value is considered not to be significantly different from the carrying amount measured at amortized cost;
  • For derivative financial instruments (foreign currency, interest rate or forecasted cash flows), the fair value is determined using valuation models discounting future cash flows based on future interest rate curves, foreign currency curves or other forward prices;
  • For the other derivative instruments, the fair value is determined by discounting future estimated cash flows;
  • For the quoted bonds issued by DEME and BPI, the fair value is based on the quoted price at reporting date;
  • For fixed rate liabilities, the fair value is based on the discounted cash flows based on the market interest rates at the closing date.

19.OTHER COMMITMENTS GIVEN

Total commitments given by the CFE Group as of 30 June 2019, other than real security interests, totalled €1,316,429 thousand (2018: €1,450,914 thousand). These commitments break down as follows :

(in € thousands)

June 2019

December 2018

Performance guarantees and performance bonds (a)

1,150,256

1,273,793

Bid bonds (b)

11,793

13,110

Repayment of advance payments (c)

1,100

1,206

Retentions (d)

15,769

17,491

Deferred payments to subcontractors and suppliers (e)

48,870

64,999

Other commitments given - including €69,130 thousand of corporate guarantees at DEME

88,641

80,315

Total

1,316,429

1,450,914

  1. Guarantees given in relation to the performance of works contracts. If the construction entity fails to perform, the bank (or insurance company) undertakes to compensate the customer to the extent of the guarantee.
  2. Guarantees provided as part of tenders relating to works contracts.
  3. Guarantees provided by a bank to a customer guaranteeing the repayment of advance payments in relation to contracts (mainly at DEME).
  4. Security provided by a bank to a client to replace the use of retention money.
  5. Guarantee covering the settlement of a debt to a supplier or subcontractor.

20.OTHER COMMITMENTS RECEIVED

(in € thousands)

June 2019

December 2018

Performance guarantees and performance bonds

525,899

512,354

Other commitments received

3,352

3,154

Total

529,251

515,508

21.LITIGATION

The CFE group is exposed to a number of claims that may be regarded as normal in the dredging and construction industries. In most cases, the CFE group seeks to conclude a transaction agreement with the counterparty, and this substantially reduces the number of legal proceedings.

The CFE Group tries to recover amounts receivable from its customers. However, it is not possible to estimate these potential assets.

Page 32

22.RELATED PARTIES

  • Ackermans & van Haaren (AvH) owns 15,396,511 shares of CFE as of 30 June 2019 and is the main shareholder of the CFE group with a stake of 60.82%.
  • Loans were granted to some members of the executive committee of CFE Contracting SA and BPI Real Estate Belgium SA in the framework of the stock option plans granted to these members.
  • Dredging Environmental & Marine Engineering NV and CFE SA concluded a service contract with Ackermans & van Haaren NV on 26 November 2001 and on 11 June 2018 respectively. The remuneration due by Dredging Environmental & Marine Engineering NV, 100% subsidiary of CFE SA, and by CFE SA in accordance with that agreement amounted to €1,215 thousand and €663 thousand per year respectively.
  • There were no transactions with the companies Trorema SPRL, Frédéric Claes SA, 8822 SPRL, D2C Partners, Artist Valley SA, Almacon SPRL, MSQ SPRL, Renaud Bentégeat Conseil SASU, without prejudice to the invoicing of these companies relating to the provision of services.
  • As of 30 June 2019, the CFE group has joint control overRent-A-Port NV, Green Offshore NV and their subsidiaries.
  • Transactions with related parties concerned mainly transactions with companies in which CFE has a significant influence or a joint control. These transactions are concluded at arm's length.
  • In the first half of 2019, there was no major changes in the nature of transactions with related parties compared to 31 December 2018. Commercial and financing transactions between the group and associates or joint ventures consolidated under the equity method are as follows:

(in € thousands)

June 2019

December 2018

Assets with related parties

231,338

237,937

Non-current financial assets

151,396

170,380

Trade and other receivables

47,682

50,072

Other current assets

32,260

17,485

Liabilities with related parties

67,876

37,646

Other non-current liabilities

1,836

1,309

Trade and other operating payables

66,040

36,337

(in € thousands)

June 2019

June 2018

Revenues and expenses with related parties

158,474

266,002

Revenue and income from auxiliary activities

172,226

281,934

Purchases and other operating expenses

(19,833)

(20,453)

Net financial income/expense

6,081

4,521

The revenue and revenue from auxiliary activities vis-à-vis the associates or joint ventures consolidated under the equity method decreased substantially between June 2018 and June 2019 following the end of development works on the offshore wind farms Merkur and Rentel.

Page 33

23.SUBSEQUENT EVENTS

None.

24.IMPACT OF FOREIGN CURRENCIES

The international activities of the CFE group for the Contracting and Real Estate segments are mainly within the Euro zone. Consequently, the exposure of those segments to exchange risk and the impact on the financial statements are very limited. DEME, however, carries on a large part of its business internationally. These activities are mainly in US dollars or in currencies that are closely tied to the US dollar. DEME uses financial instruments to hedge exchange rate risk.

25.RESEARCH AND DEVELOPMENT

DEME carries out research to increase the efficiency of its fleet. In addition, in partnership with universities and the Flemish region of Belgium, it carries out research in order to develop the production of sustainable marine energy.

26.SEASONAL NATURE OF THE BUSINESS

The construction activity is seasonal and susceptible to the climatic conditions of winter.

Revenue and income achieved in the first half year cannot be extrapolated over the full year. The seasonal nature of the business is reflected in a higher use of cash in the first half year.

No adjustments were made to take account of the impact of seasonal factors on the group's financial statements for the first half year.

Income and expenses of the group from normal business operations which are subject to a seasonal, cyclical or occasional nature were recognized following the same valuation rules as at year-end. They were neither anticipated nor deferred in the interim financial statements.

Page 34

27. AUDITOR'S REPORT

In the context of our appointment as the company's statutory auditor, we report to you on the consolidated interim financial information. This consolidated interim financial information comprises the consolidated condensed statement of financial position as at 30 June 2019, the consolidated condensed income statement, the consolidated condensed statement of comprehensive income, the consolidated condensed statement of changes in equity and the consolidated condensed statement of cash flows for the period of six months then ended, as well as selective notes 1 to 26.

Report on the consolidated interim financial information

We have reviewed the consolidated interim financial information of Compagnie d'Entreprises CFE NV/SA ("the company") and its subsidiaries (jointly "the group"), prepared in accordance with International Accounting Standard (IAS) 34, "Interim Financial Reporting" as adopted by the European Union.

The consolidated condensed statement of financial position shows total assets of 5 323 297 (000) EUR and the consolidated condensed income statement shows a consolidated profit (group share) for the period then ended of 42 736 (000) EUR.

The board of directors of the company is responsible for the preparation and fair presentation of the consolidated interim financial information in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Our responsibility is to express a conclusion on this consolidated interim financial information based on our review.

Scope of review

We conducted our review of the consolidated interim financial information in accordance with International Standard on Review Engagements (ISRE) 2410, "Review of interim financial information performed by the independent auditor of the entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit performed in accordance with the International Standards on Auditing (ISA) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion on the consolidated interim financial information.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the consolidated interim financial information of Compagnie d'Entreprises CFE NV/SA has not been prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.

Emphasis of Matter

Without modifying the conclusion expressed above, we draw your attention to the Note 13 of the consolidated interim financial information which describes the uncertainties regarding the amount due by the State of Chad and the undertaken actions in order to facilitate its payment.

Zaventem, 28 August 2019

DELOITTE Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL

Represented by

_____________

_____________

Rik Neckebroeck

Michel Denayer

Page 35

Attachments

  • Original document
  • Permalink

Disclaimer

CFE - Compagnie d'Entreprises SA published this content on 30 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 August 2019 08:55:04 UTC