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Annual Report 2010 DHV Group Consultancy and Engineering Gateway to solutions dhvgroup.com

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Page 1: dhvgroup.com Annual Report 2010 DHV Group/media... · Highlights 2010 Construction of A2 Motorway, Poland >> SSI Saturday Schools, South Africa >> Earthquake resistant housing and

Annual Report 2010DHV Group

Consultancy and Engineering

Gateway to solutions

dhvgroup.com

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Highlights 2010

Construction of A2 Motorway, Poland >> SSI Saturday Schools,

South Africa >> Earthquake resistant housing and community

infrastructure, Indonesia >> Urban traffic control system for

Luoyang City, China >> 2nd passenger handling facility at Kuala

Lumpur International Airport, Malaysia >> Nereda® for sustainable

treatment of municipal wastewater, the Netherlands >> Innovative,

demand-based solution for water supply, South Africa >>

The project illustrated on the cover is the SAISC Award winning 7th Avenue Bridge, Johannesburg, South Africa.

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Key Figures 3

Profile 5

Report of the Supervisory Board 6

Message of the Executive Board 8Strategy and Policy 8Developments 2010 10 Corporate Responsibility 15Financial Performance 19 Outlook 2011 23

Performance Review 26Consolidated Balance Sheet 26 Consolidated Profit and Loss Account 27Consolidated Cash Flow Statement 28Corporate Responsibility 29

Addresses 30

This booklet, together with the Financial and CR Statements forms the Annual Report 2010. Please visit dhvgroup.com/annualreport for a complete overview.

Contents

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Turnover

E 469 millionWorkforce

5331

Shareholders’ equity

E 69 millionCO2 emission per fte

3660 kg 100% compensated

Diversity

17% female management

42

31

18

9

23235

26

53

18

12

12

5

23

Turnover by client group (in %)

Turnover by market (in %)

Turnover by region (in %)

The NetherlandsAfricaAsiaEurope (excl. the Netherlands)North America

GovernmentIndustryPublic UtilitiesInternational Development Agencies46

27

24

3

42

21

20

11

6

52

19

13

8

8

TransportationBuilding and IndustryWaterSpatial Planning and EnvironmentAviation

42

31

18

9

23235

26

53

18

12

12

5

23

Turnover by client group (in %)

Turnover by market (in %)

Turnover by region (in %)

The NetherlandsAfricaAsiaEurope (excl. the Netherlands)North America

GovernmentIndustryPublic UtilitiesInternational Development Agencies46

27

24

3

42

21

20

11

6

52

19

13

8

8

TransportationBuilding and IndustryWaterSpatial Planning and EnvironmentAviation

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Defi nitionsAdded value Operating income less cost of work subcontracted and other external charges EBITA recurring EBITA excluding non-operational itemsEBITA margin EBITA / TurnoverEarnings per share Net result / Number of ordinary shares issued Net working capital Current assets less current liabilities (excluding cash and cash equivalents less amounts owed to credit institutions)Movement in net cash Movement in cash and cash equivalents less amounts due to credit institutions

* The 2006 fi gures include 18 months’ results of the Africa region

Turnover

Added value

Results

EBITA recurring EBITA Net result Return on average shareholders’ equity (%) EBITA margin, recurring (%) Earnings per share (€) Dividend per issued class B share (€)

Capital employed

Total assets Long-term capitalShareholders’ equity Group equity Group equity as a percentage of total assets (%)

Financial position

Net working capital Movement in net cash

Workforce

Number of staff (ultimo)

(€ millions, unless otherwise stated)

351.6

269.4

13.813.2

7.313.4

3.91.390.50

163.490.758.359.736.5

20.115.0

4,353

395.0

274.8

15.6 13.0 6.0

10.2 3.9

1.24 0.45

191.7 96.459.9 61.7 32.2

19.9 -9.6

4,730

467.7

325.3

21.3 20.8

9.4 15.3

4.6 1.97 0.70

231.9 99.8

63.2 65.3 28.2

26.2 -23.6

5,320

480.8

346.5

17.2 14.1

5.0 7.4 3.6

1.04 0.40

242.0 123.8

72.5 76.9 31.8

8.1 37.8

5,497

468.7

345.8

10.2-4.8-9.3

-13.22.2

-1.93 -

243.3121.3

68.572.429.8

15.2-15.3

5,331

2006*2007200820092010

Key Figures

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"The DHV Group is a leading engineering consultancy known for the highest levels of expertise and leadership in innovation and sustainability. We serve clients through local delivery of world-class solutions. The DHV Group is internationally renowned for providing integrated solutions to complex problems, especially in the fields of Transportation, Aviation, Environment, and Water. This is a reputation of which we are proud of and which we will continue to build upon into the future."

Bertrand van Ee, President Executive Board

Staff and Offi ces by RegionEurope 2,750 in 20 officesAsia 850 in 10 officesAfrica 1,000 in 25 officesNorth America 700 in 20 officesTotal 5,300 in 75 offices

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Profile

10

world-class solutions. The DHV Group actively invests in innovations and collaborates with universities and research foundations to provide leading edge solutions.

Corporate ResponsibilitySustainability is a core consideration in all our activities. We aim for a positive impact on economies, societies and eco-systems through the services that we provide and in our own operations.

Local presenceWe are active world-wide through a network of offices in Europe, Asia, Africa, and North America. We operate as one company under three main and several smaller brands, depending on the location. Operations in the following home countries account for the greater part of our total turnover: The Netherlands, Poland, Portugal, China, India, Indonesia, South Africa, Canada and the United States of America.

Certifi cationOur processes are certified by internationally recognized bodies and we align with global initiatives for Corporate Responsibility.

VisionWe aim to be a world-wide top 10 employee-owned engineering consultancy, known for the highest levels of expertise and leadership in sustainability.

Mission We are a company for people from people, working in partnership with our clients to deliver innovative, quality solutions for the sustainable development of our living environment.

ClientsOur major clients are:• Governments• Public and Semi-Government Entities• Private Industry, Commercial Services, Contractors, and Developers• International Development Agencies

ValuesOur core values Integrity, Respect and Freedom provide a compass for our actions world-wide. With a focus on Leadership, Results and Teamwork we foster a culture of responsibility and partnership. We believe in social responsibility, have zero tolerance for corruption and uphold the letter and spirit of the law.

Added value to clientsWe work closely with clients to achieve their ambitions, adding value through innovation and local delivery of

Serving our living environment

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Report of the Supervisory Board

Supervisory Board meetingsDuring 2010, the Supervisory Board met with the Executive Board on seven occasions and paid visits to several local DHV companies and projects in the Netherlands as well as abroad. The visits provided the Board with insight into markets, operations and developments at a local level. All board members had a good record of attendance. Ongoing matters were regularly discussed by the Chairmen of the Supervisory and the Executive Board outside the context of these meetings. On several occasions the Supervisory Board discussed the Group’s strategy for the longer term, the main risks of the business and the result of the assessment by the Executive Board of the design and effectiveness of internal risk management and control systems.

Naturally, the impact of the financial and economic crisis and the required measures to deal with its effects were tabled at every meeting of the Supervisory Board. Other items on the agenda were: the adjustment of the Business Framework,

the Corporate Responsibility Report, the renovation of the Amersfoort office and compliance. As in previous years, the Supervisory Board conducted a Management Development review.

Audit Committee meetingsIn March 2010 Mr. Van der Poel succeeded Mr. Van der Plas. Mr. Lindenbergh continued as Chair. The Audit Committee met on three occasions. The first meeting dealt with the annual accounts for 2009, the external auditor’s report and the finalization of the budget for 2010, the second with the mid-year figures, the auditor’s Audit Plan and the evaluation of the implementation of the management information system. The third meeting was dedicated to the third quarter results, the forecast 2010, compliance with bank covenants, tax structure and the Business Framework.

Profile of the Supervisory BoardThe Board is properly constituted and its members possess the desired competencies, in accordance with the Profile of

We have pleasure in presenting the DHV Group Annual Report for 2010. The annual accounts were prepared by the Executive Board, and audited by PwC, and were signed following discussions with the Executive Board and the external accountants. We support the proposal of the Executive Board not to distribute any dividend. We recommend that the annual accounts for 2010 be adopted and we call on you to discharge the Executive Board from liability for its management, and the Supervisory Board for its supervision during the 2010 financial year.

Recommendations to the Annual Shareholders’ Meeting

6

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Report of the Supervisory Board7

W. van Vonnomember since 2006

S.M. Dekkermember since 2007

J.H.M. Lindenberghmember since 2003

A.P.M. van der Poelmember since 2004

C.P. Veermanmember since 2010

the Board. All members are ‘independent’ as provided in best practice provision III.2.2 of the Dutch Corporate Governance Code. Mr. Lindenbergh is a financial expert as provided in best practice provision III.3.2 of the Code. The Supervisory Board reviewed the performance, composition and remuneration of the Executive Board. In the judgment of the Supervisory Board, the Executive Board needed an extension in the area of Finance and Control. This has been achieved by the appointment of Mrs. J. de Bakker as Chief Financial Officer and member of the Executive Board, as of 1 June 2010. By this appointment the Supervisory Board judges that the Executive Board – both as a group and in terms of its individual members – possesses the requisite competencies and functions appropriately.

Corporate GovernanceDHV Group’s Corporate Governance Report and further information concerning the remuneration policy, the Code of Conduct, whistle-blower scheme, and regulations for the Executive Board, Supervisory Board and Audit Committee can be found at dhvgroup.com/corporategovernance. The remuneration of the Supervisory Board is reported in the Financial Statements and is available on dhvgroup.com/annualreport.

Composition of the Supervisory BoardOn the 2010 Annual Shareholders’ Meeting, Mr. Van der Plas, completed his maximum term and was succeeded by Mr. C.P. Veerman. Mrs. Dekker was appointed as Vice Chair.

At the 2011 Annual Shareholders’ Meeting Mr. Lindenbergh and Mrs. Dekker will have completed their second and first terms respectively. The Supervisory Board nominates both for appointment to a next term.

In closingThe Chair and Vice Chair of the Supervisory Board and a delegation of the Executive Board met with delegates of Works Councils of DHV B.V. and NACO B.V. to discuss the general course of events of the company. All parties appreciated the open and constructive dialogue. The year 2010 was marked by a continued economic downturn in the Dutch public sector. The financial results are disappointing and the Board notes that this requires firm and rapid measures. An extensive package of measures is adopted and the implementation is in full progress. The Board remains closely informed on the developments. The Supervisory Board wishes to thank all staff for their efforts and loyalty in 2010. With the measures being taken and the support of the staff, we have full confidence in a healthy future for the DHV Group.

Amersfoort, the Netherlands, 23 February 2011

W. van Vonno, ChairS.M. Dekker, Vice ChairJ.H.M. LindenberghA.P.M. van der PoelC.P.Veerman

The CVs of the individual members of the Supervisory Board are available on dhvgroup.com/supervisoryboard.

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Message of the Executive BoardStrategy and Policy

The DHV Group is a company for people from people. Working with our clients, we have direct impact on supplying the basic needs of people and improving the living environment. Our ambition is to be a world-wide top 10 employee-owned engineering consultancy, known for high level expertise and leadership in sustainability.

We approach business with a philosophy of partnership and appropriate reward for value added.

Market Our client base is primarily in the markets of Transportation and Water. Together these will account for 80% of our turnover in 2015, up from the current 68%. In expanding these markets, we will concentrate our portfolio on services that bring higher value and earn a commensurate return. Our targets for profitability are a margin on turnover at par with the average of our peers in 2012 and in first quartile in 2015.

In the global expertise areas of Aviation, Intelligent Transport Systems (ITS) and Water Treatment we aim for an international top 10 position, with a turnover of € 200 million in a global market or € 50 million in a niche position. It is anticipated that additional expertise areas will reach this level over time. We aspire to further strengthen our national prominence in other areas; participating in major programs (incl. PPP) for road and rail infrastructure, marine, ports & waterways, water management, and coastal development. Increasingly, the key to success is integrated and sustainable solutions. Markets with substantial potential in which we are pro-actively investing include mining, hydropower, energy, and specialized environmental services.

Home countriesWe serve our clients through local delivery of world-class solutions. Local relationships, established through a long track record, are the basis for introducing Group solutions in an integrated manner. This emphasizes local “pull” versus centralized “push”, enabling us to shift more rapidly to home countries with higher projected growth rates. In mature markets we focus on integrated solutions and new business models. With the continuing constraints in public sector markets, all home countries will move to more private sector work, with a company-wide target of 40% private and 60% public turnover by 2015. 90% of our turnover will be in home countries, where the aim is to reach a sustained top three position, based on market share or minimum turnover of € 50 million.

Innovation In order to gain higher commercial value from innovations and improve the results of the DHV Group, existing ideas and innovations will be brought to market quicker. We will work with partners to implement a strategic and more commercial approach to the development of new innovations in the Group. In the day to day business, we strive for continuous

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Bertrand M. van Ee, Presidentmember since 2004

Piet W. Besselink, Vice Presidentmember since 2006

Jaska M. de Bakker, CFOmember since 2010

innovation for and with our clients especially in relation to developing new and sustainable solutions.

One company One company is about ensuring connectivity and constancy of purpose. Markets are dynamic and we count on our culture, systems, and interpersonal networks to support our people in dealing with change and dilemmas. Our Global Code of Business Principles, with key values of integrity, respect and freedom, guides us in assuming responsibility, making choices, and addressing stakeholder questions. It reflects the spirit that unites and defines us.

Business units are the building blocks of our organization, operating within the one company framework. The framework provides context and processes to increase efficiency and enhance collaboration in support of client needs. Business unit continuity is subject to minimum performance standards and benchmarking.

Commitment to sustainable development is central to our company mission and is implemented in our projects, operations, and through community engagement. Home countries are the cornerstone in this process. Different local needs are reflected in individual programs. The one company framework sets out expectations in all three areas, whilst complying with our Business Integrity Management System, and to promote building futures through education and capacity building.

To ensure that systems remain vital, we seek formal certification, external benchmarking and stakeholder dialogue. Reoccurring targets are formal certification of our Business Integrity Management System, annual GRI B+ ranking, and annual placing in the lead group of the Transparency benchmark of the Dutch Ministry of Economic Affairs, Agriculture and Innovation. The latter is aligned with the Dow Jones Sustainability Index for stock-listed companies.

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Corporate Strategy In 2010 we launched the new Group strategy paper: Vision 2015 - Step Change. This took into account a number of world trends that relate directly to our business: increasing population growth, climate change, and a fundamental economic shift from the west to the east. These trends translate to exponentially growing demand for energy, food, clean water, coastal protection, mobility, and natural resources. However, the strain on eco-systems and existing infrastructure creates sharp competition for resources and associated integrity dilemmas. For the foreseeable future, government deficits will continue to have a significant impact on our business.

We evaluated our strengths in relevant experience and technology, and rediscovered the need to keep these focused and strong. It was confirmed that long term client relations and presence in home countries make a significant difference to our ability to get and do profitable work. Reviewing our one company values, we were inspired by the passion of our people for innovation and sustainability. We also took a hard look at areas to improve. The conclusions were that more discipline is required in selectivity, stronger commercial focus is needed in all areas, and that speed in implementation is critical. In order to achieve our ambitions, the strategy builds on three pillars: Client Centricity, Operational Excellence, and a High Performance Culture.

Developments 20102010 has been a year that will be on our minds for a long time. We played a role in major events, such as the Winter Olympics in Vancouver, an amazing Expo in Shanghai and a highly successful World Cup in South Africa. There was a shift in balance between industrialized nations and emerging economies.

For the DHV Group it has been a year of change. There were many positive developments, but also serious areas of concern. Our focus on sustainability is recognized as leading in our peer group. In the field of innovation, we have taken significant steps to commercialize Nereda® water treatment technology.

However our financial performance is below par. Parts of our organization, solid performers in the past, did not meet their targets. This led to a substantial adjustment in capacity, primarily in the Netherlands. Turnover for the Group remained relatively stable, showing a modest decrease to € 469 million. The recurring operating margin on turnover dropped to 2.2% from 3.6% in the previous year. Recurring EBITA from operations was € 10.2 million versus € 17.2 million. Taking into account an amount of € 15 million for one-off items, mainly for restructuring in the Netherlands, the net result was - € 9.3 million versus € 5 million in 2009. With the measures being taken, we anticipate sustained improvement during 2011.

The brand, region and holding directors form, together with the Executive Board, the Executive Council of the DHV Group.

Eugene Grüter Johan van Manen Naren Bhojaram Piet van Helvoort Vic Prins

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Our marketsLeveraging of our international network is progressing well.

AsiaIn China, our water technologies were promoted at the Shanghai Expo and a number of contracts were signed for new water treatment plants. Spin-offs were created from the Hong Kong Macau bridge and tunnel project in the coastal development market. Repeat business was gained from LEED™ certification through our expertise in sustainable buildings. Indonesia began its shift to private sector clients by entering the mining business. In India we built local capacity for water treatment and highways. Vietnam is working hard to become a new home country through its water treatment and Mekong Delta projects.

AfricaIn South Africa SSI provided infrastructure and logistics support for the World Cup. It was awarded a second waste water facility using Nereda® technology and is developing business in other aspects of water scarcity and environmental services. The energy business is showing considerable growth and promise. SSI was recognized by the sector with several awards for technical excellence and sustainability. Turgis, our mining consultancy began the year slowly but took an upward turn in the second half with great performance for the year. SEED in Mozambique saw double digit growth on the back of a strong economy.

AviationWithin Aviation, NACO and InterVISTAS recovered from a dramatic downturn in the industry. Developments in the Middle East have come back strongly. NACO was appointed to design the new terminal for Kuwait International Airport and its long term relations in Saudi Arabia secure NACO with a constant flow of challenging projects. InterVISTAS has won a number of airport privatization and airline consultancy projects.

North America Transportation projects accounted for the greater part of business in North America. Delcan is continuing its strategy of large projects, increasingly in projects related to the development of new transit systems. Delcan gained a number of prestigious Intelligent Transport System (ITS) projects.

Marga Doneho0 Chris Engelsman Jim Kerr Roel Overakker Arnold Galavazi

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ClientThe General Directorate forNational Roads and Motorways, Poland

Impact on theliving environmentAn important European anddomestic link between Berlinand Moscow to meet the transit needs and contribute to theeconomic development of theregion. Animal crossings and sound-absorbing screens will be built in designated areas. ServicesDHV was contracted to execute construction supervision services for the section Lodz to Warsaw with a total length of 91 km to support the client with timely completion before Euro 2012. Timespan2009 - 2012

12

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<< Highlight Opening ceremony Construction of A2 Motorway, Poland

EuropeIn the face of fierce price-based competition in the public sector and overcapacity, overall results dropped significantly in the Netherlands. Portfolio adjustments and capacity reductions are being implemented. These measures form a good basis for recovery. There is a steady and growing workload in several units: for existing major infrastructure projects, national water programs and content based consultancy with Legal, Financial and Sustainability expertise. DHV in the Netherlands continued to contribute to the success of the whole company, being the engine for our water business and helping to establish this in other home countries. Dutch operations also continued to be recognized for innovation, with a strong focus on sustainable solutions.

In Portugal DHV accomplished a turn around this year, creating a stable platform for increased profitability. In Poland, DHV performed well with infrastructure work for highways and bridges. Hydroprojekt closed the year with a very large workload for flood control projects. Operations in the Czech Republic continue to build on urban and regional planning.

13

Our operations: one company Significant steps were taken to strengthen our one company advantage, including new websites for the DHV Group, a renewed intranet (iPortal) and communities of practice. Our Business Integrity Management System was formally certified, a first in the sector.

DHV University launched the Management Development Program, giving two multinational groups the opportunity to raise their level of leadership and create networks for future collaboration. The new management information system went live in the Netherlands both at NACO and DHV. We renovated our head office in accordance with the principles of sustainability, partly with the aim of significantly reducing energy consumption. The project will take the building’s energy efficiency rating from energy label G to A, resulting in annual savings of approximately e 100,000 on energy costs. The renovation is in line with DHV’s policy of achieving climate neutrality. DHV itself is responsible for the integrated design and project management of the renovation project.

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ClientSSI Saturday Schools, South Africa

Impact on theliving environmentThrough 18 schools 170 disadvantaged students are coached by employees towards their university entrance exam, enabling them to pursue a technical career.

ResultsThe 2010 class of the Soshanguve Saturday School near Pretoria achieved a 96% university entrance pass rate and 18 distinctions in Maths, Science and Engineering Graphics & Design.

Timespan2007 - ongoing

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<< Highlight "I am very proud of my 2010 students"

Corporate Responsibility Our company has much to offer. We do projects that provide drinking water, sanitation and flood protection. We help people travel from A to B in ways that are cleaner and safer. We work with communities to create healthy and sustainable living environments. Our innovations help reduce energy use and think beyond organizational boundaries to create chains that enhance re-use and cradle-to-cradle thinking.

CR in projects Success is gauged by how our clients achieve their ambitions and through industry recognition. Hydroprojekt was given the prestigious Green Laurels award from the Polish Chamber of Economy “Ekporozwoj” for outstanding contribution to the environment. SSI projects received 4 of the 6 annual IMESA and CESA awards, winning in the categories of Water & Wastewater, Environmental, Community, and Structures and Buildings. We are particularly proud of the last, because the Warwick Triangle highway project increased safety for the bustling local market in addition to meeting an engineering and scheduling challenge, in support of World Cup 2010.

CR in operations Taking responsibility in our own operations, we focus on integrity, CO2 emission reduction and diversity. DHV Group is the first engineering consultancy with a certified Business Integrity Management System. ETHIC Intelligence granted us an Active Anti-Corruption (AC) Certificate which states that our compliance policy to prevent corruption corresponds to international best practices. In 2010 eight integrity incidents

were reported and duly investigated. Two were closed with no violations found. Six are pending of which five were submitted in Q4. The two cases from 2009 were both closed without violations found.The CO2 emission target is 25% reduction per full time employee against a 2008 baseline. DHV compensated for emissions generated in the Netherlands in 2009 through a UNFCCC recognized wind farm project in China. For 2010 we will compensate reported emissions for the whole DHV Group. Our main opportunities for reduction are in travel and greening our facilities. It is a continuing challenge to capture the information required world-wide. In 2010, we were able to use more external source documents which caused our reported footprint for Africa to increase significantly. In order to make it possible for readers to monitor and measure progress year on year we have restated historical electricity usage and corresponding CO2 emission from electricity generation. The 2010 footprint and the restated 2008 baseline are 3.7 tons per FTE. Diversity in leadership is an important impulse in our business. In 2010 we maintained the 2009 world-wide level

Key Figures

Transparency BenchmarkFemale managementCO2 emission per FTECO2 compensated Community investment (thousands)Community investment (hours)

2009

18th

17%3.4 tons52%€ 1633700

2010

11th

17%3.7 tons100%€ 2583800

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ClientMinistry of Public Works. Java Reconstruction Fund, Indonesia

Impact on theliving environmentRecovery of people’s livelihoods. The project results in earthquake resistant housing reconstruction of 15,000 houses and community infrastructure for 265 villages. The project reduced the potential impact of future earthquake disasters in terms of both material damage and casualties.

ServicesDHV managed both preparation and implementation of the program. We provided technical support as well as community education. We successfully introduced innovative approaches and developed tools to ensure total transparency and prevention of corrupt practices.

Timespan2008 - 2011

16

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<< Highlight Earthquake resistant housing and community infrastructure

17

of 28% female staff and 17% female managers. We target 20% females in leadership positions at DHV in the Netherlands by 2013. Establishing a diversity goal is being extended to other regions and is a part of our management development process.

Giving back (CR in community)Contributing knowledge, time and money to support education and capacity development is a good match for a knowledge-based company. We call this ‘Building Futures’. Despite the tight economic times, we maintained our commitment to social programs, donating € 258,000 and 3,800 hours, compared with € 163,000 and 3,700 hours in 2009.

The best practice is the SSI Saturday School Initiative in which our employees tutor formerly disadvantaged children in technical subjects. It is in its fourth year, has grown to involve six offices across 18 schools, and results in a growing number of students earning distinctions. We are delighted that other locations have taken up the theme. This past year, DHV in China and Indonesia began education related programs for orphans and children from low income families. Looking to talent needed in the future, DHV in the Netherlands initiated the sector “ikonderzoekwater” (I study water) initiative to promote interest in water among Dutch students. The program involved twenty teachers and thirty water professionals from various engineering firms, water institutions and provincial authorities.

In a Broader ContextWe consider a range of international frameworks and principles as important for positive development of the

world’s economy, ecology and social and cultural structures. Our Business Integrity Management System (BIMS) is aligned with these. BIMS is applied with both clients and subcontractors, the greatest part of our supply chain.

During 2010 we were signatory to The Cancun Communiqué on Climate Change and the joint business declaration of 30 European companies calling on the European Union to increase its ambition to cut CO2 emissions to 30% by 2020 from 1990 levels. We promote stakeholder dialogue on CR. In both South Africa and Poland, we put sustainability on the agenda through engineering platforms. In the Netherlands, DHV co-organized the 11th annual National Sustainability Conference and conducted its 4th annual round table discussions. This year’s topic was 'Climate change'. In terms of transparency in reporting, we earned a spot in the top 20 of the Transparency Benchmark of the Dutch Ministry of Economic Affairs, Agriculture and Innovation. Our 2009 CR reporting achieved 11th place, up from 18th the previous year and 1st in the services sector for the third year in a row. The 2009 Annual Report placed 1st among a field of 100 in the Scenter evaluation for transparency, up from a shared 3rd the previous year.

External assurance of our CR data is valuable to us. The DHV Group has engaged assurance provider PwC to provide limited assurance on its CR data. Please refer to the 2010 CR Report, available on dhvgroup.com, for which a limited assurance re-port has been rendered. Our ambitions for 2011 are to continue building on Corporate Responsibility in the three named areas and to achieve more accurate reporting world-wide.

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ClientLuoyang Police Bureau Traffi c Branch, China

Impact on theliving environmentThe project impact is reduced air pollution, reduced congestion of city traffi c, reduced handling time of accidents, improved average speed, and improved police operational effi ciency.

ServicesDHV and Delcan designed and delivered a traffi c control and command system. From a new integrated control centre, the client now operates one of the most advanced traffi c management systems in China.

Timespan2007 - 2010

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<< Highlight Urban traffic control system for Luoyang City, China

19

Financial Performance Turnover and Added valueTurnover of the Group shows a modest decline compared to the previous year. No acquisitions were made in 2010. The public sector market slowdown in the Netherlands led to a decline in turnover. The Aviation market is recovering while the North American market remained solid. In Africa we maintained our strong market position. Exchange rate differences had a positive impact of € 21.6 million on turnover. Added value (revenue produced by the Group’s own staff) remained stable compared to 2009. The impact of exchange rate differences on added value was a positive € 16.5 million.

Operating resultRecurring EBITA at € 10.2 million represents a decline of approximately 40% against 2009. The decline is mostly driven by the lower result realized in the Netherlands. The rest of Europe (Poland and Portugal) remained stable. The African region continued its strong performance of prior years and within North America the infrastructure business maintained its growth. The Aviation business was impacted by slow market recovery while the Asian region saw a decline due to start-up costs of the recently established national company in Vietnam as well as project losses. Currency rate differences positively impacted EBITA by € 1.5 million.

The operating result includes one-off items totaling € 15 million (2009: € 3.1 million). These items mainly concern a restructuring of the organization in the Netherlands to better fit market circumstances and improve profitability. It includes

staff reduction, office leases and ICT. Due to the non-recurring items, the total EBITA amounts to a loss of € 4.8 million (2009: + € 14.1 million).

Depreciation and amortizationDepreciation for the year amounts to € 11.3 million (2009: € 8.5 million) and amortization € 3.9 million (2009: € 1.9 million). Included in the depreciation of 2010 is an amount of € 1.5 million due to a shortened depreciation period and an impairment charge of € 0.7 million (2009: € nil). Both these amounts relate to computer hardware. In 2010 a goodwill impairment charge of € 1.4 million (2009: € nil) was realized.

Net Interest Expense Low interest rates world-wide and debt reduction mainly within the African business led to a decrease of 4% in the Group’s interest cost compared to 2009. In 2010, no losses or gains were incurred on financial hedging instruments. The average interest rate on short-term facilities decreased to 2.5% from 2.9% in 2009.

Key Figures (€ million, unless stated otherwise) 2010 2009

Turnover 469 481 Added value 346 347 EBITA recurring 10.2 17.2Net result -9.3 5.0EBITA margin on turnover (%) 2.2 3.6

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ClientMalaysian Airports HoldingBerhad, Malaysia

Impact on theliving environmentA passenger handling facilitycatering for low cost carriers thatmeets international standards,whilst maintaining the status of agreen airport.

ServicesNACO was contracted to develop the master plan into a schematic design that will not only meet safety requirements but will be instrumental to the integration of low cost carrier traffi c in South East Asia.

Timespan2009 - 2011

20

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<< Highlight 2nd passenger handling facility, Kuala Lumpur International Airport

21

TaxesThe net tax charge in 2010 is a positive € 1.6 million due to a tax asset raised on the Group’s operating losses. The effective tax rate is negatively influenced by 11.8% (2009: 8.2%) because of non-tax deductible costs which include goodwill amortization.

Balance sheet The balance sheet total at the end of 2010 is € 243.3 million, almost in line with that of 2009. The growth in goodwill follows the 11% increased stake in the equity of SSI while land and buildings increased as a result of the upgrade of the Group’s headquarters in the Netherlands (€ 7.9 million). Net working capital increased by € 7.1 million to € 15.2 million, which is 3.2% of turnover compared to 1.7% in 2009. Due to this increase and additional investments in tangible and intangible assets, net debt increased by € 7.9 million to € 35.7 million.

The equity ratio decreased to 29.8% and is slightly below the long-term target of 30-35%. The negative result in 2010 led to an overall decrease in shareholders’ equity of € 3.9 million to € 68.5 million. The decrease was partly compensated by currency rate changes amounting to € 5.2 million (2009: € 3.0 million) due to a weakened Euro currency. In 2010 new shares were issued for a total amount of € 0.5 million (2009: € 0.8 million). The movement in minority interest is a result of the increased holdings in SSI (+11%) and SEED (+13%) as well as the minority portion on the loss of the North American aviation business.

Cash flowCash flow from business operations decreased to € 12.2 million from € 39.6 million in 2009 due to a weakened result and higher investment levels required in working capital. Cash flow utilized on investments was € 17.8 million which includes € 7.9 million for the upgrade of the Group's headquarters in the Netherlands, ownership expansion in group companies, as well as further management information system investments in both hardware and software. Within financing cash flows, long-term debt was reduced by € 7.2 million.

In summaryThe 2010 financial results have been disappointing due to a strong dependence on a rapidly deteriorating Dutch public sector market and the required time to adapt the organization to new market circumstances. Most international businesses have performed well, in particular South Africa. Aviation has recently come back on track, while Asia continues to require attention to seize the market opportunities in a profitable manner.

The Group’s Balance sheet, Income statement, and Cash flow statement as presented on pages 26-28 are an extract from the Group’s Financial Statements, which have been audited by PwC and for which we have received an unqualified audit opinion. The complete Financial Statements can be found on dhvgroup.com/annualreport.

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ClientWater Board Veluwe, The Netherlands

Impact on theliving environmentDesign and Constructionof Nereda® for sustainabletreatment of municipalwastewater.

ServicesNereda® is DHV’s innovativebiological wastewater treatmenttechnology, based on the uniquecharacteristics of granular aerobic biomass.

Timespan2010 - 2011

22

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Outlook 2011The world economic recovery is expected to progress slowly in 2011, with continued downside risks. Most advanced economies and a few emerging economies face large adjustments, mainly to reduce budgets and curtail expenses. Many emerging and developing economies however, continue to see strong growth, having had less involvement in the financial crises. On balance, 2011 will be a difficult year for engineering consultancy in general.

In Europe, where more than 50% of the Group’s activity occurs, the outlook for growth is low. Public sector budget cuts in the Netherlands over the next five years will have its impact on all sectors, with continuing strain on local authority and building markets. Selectivity and a focus on quality will be critical to protect margins. In Portugal, the already announced austerity measures by the government will lead to less activity in the construction and engineering sector. Involvement in large infrastructure projects will soften the impact somewhat for DHV. In Poland, growth expectations are better, stimulated in part by the European Cup football tournament of 2012. Market conditions have however become increasingly aggressive.

In Africa, more growth is expected outside of South Africa, which, after the successful World Cup football of 2010, will see a decrease in spending. The South African government has ambitious plans to expand the rail infrastructure and improve access to water. This should partially compensate for the decrease in base load due to the completion of major roads projects. Mining activities in Africa and elsewhere continue

to grow, providing opportunities for mining and related infrastructure work for the Group.

The Aviation market has recovered from the lows of 2009, and the expectations for 2011 are better, especially in the Middle East and Asia, where the demand for new airports continues to grow. The consultancy service in this market is also expected to recover.

The DHV companies in Asia are expected to benefit from the continued strong economic growth in the region. The robust demand for water treatment technology is expected to continue in China. India in particular has substantial need for growing local capability to sell and deliver the services and products available in the Group. Vietnam will be growing from a low base.

In North America the impact of the economic stimulus packages will still be visible, although there is an increased risk of the government not being able to continue with large projects on the current scale.

<< Highlight Nereda® for sustainable treatment of municipal wastewater

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ClientEden District Municipality, South Africa

Impact on theliving environmentIn the face of the worst drought in 150 years, SSI assisted water authorities in averting a supply crisis by implementing various water re-use and desalination initiatives.

ServicesSSI and partner municipalitiesdeveloped an innovative,economical, demand-basedsolution which optimizes whatis available and supplementstraditional, inexpensive supplysources with more expensivewater as demand dictates, yet canbe discontinued when demanddrops.

Timespan2010 - 2011

24

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<< Highlight Innovative, demand-based solution for water supply, South Africa

Strategic actionsIn order to achieve our ambitions, the emphasis in 2011-2012 is on the three pillars: Client centricity, Operational excellence and a High performance culture.

Client centricity Putting the client central in our thinking combines being closer to the client with being able to contribute from a broader perspective. Operationally this means a stronger focus on account management with regular feedback on performance and stakeholder dialogue to discuss trends. It also means greater selectivity, doing more for fewer clients and earning an appropriate return in relation to our value added.

Operational excellence Work process improvement is about increasing reliability, speed and cost effectiveness. This applies to pursuing prospects, risk review, proposal preparation and the business aspects of managing our projects. In our supporting processes we focus on streamlining fi nancial reporting, procurement and information systems. Human Resource Management processes will be brought to a higher level through the Management Review process, DHV University and individual development plans, and performance appraisals.

High performance cultureIn addition to wanting to be part of a team that does good, people also want to be part of a team that does well. We need to develop a high performance culture. In addition to our values of Integrity, Respect and Freedom, we will emphasize the

behavioral dimensions of Leadership, Results and Teamwork. These go hand-in-hand with our values to create a sustainable culture that attracts talent and partners.

Concluding remarks Vision 2015 is full of opportunity for our people and for those who work with the DHV Group. 2011 is about delivering results. With the spirit in our company and the commitment of our staff, we are confi dent that the DHV Group will make a Step Change.

We thank our people for their dedication and creativity.

Amersfoort, the Netherlands, 23 February 2011

Piet W. Besselink (Vice President)

Bertrand M. van Ee (President)

Jaska M. de Bakker (CFO)

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26

Performance ReviewConsolidated Balance SheetBefore appropriation of result

Assets

Fixed assets Intangible fi xed assets Tangible fi xed assets Financial fi xed asssets Deferred taxation Current assetsWork in progressReceivablesCash and cash equivalents

2009

92,757

149,233

241,990

44,722 41,658

4,673 1,704

8,428 115,134

25,671

2010

98,534

144,718

243,252

45,909

45,90944,147

6,365 2,113

604 119,505

24,609

Group equity and liabilities

Group equity Shareholders’ equity Minority interest Provisions Long-term liabilities Current liabilities

2009

76,926

3,402

43,473

118,189

241,990

72,500 4,426

2010

72,421

11,265

37,659

121,907

243,252

68,542 3,879

(€ thousands)

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Consolidated Profi t and Loss Account

Net turnover Movement in work in progress Total revenue Cost of work subcontracted and other external charges Staff costs Depreciation and amortization on tangible and intangible assets Other operating costs Operating cost Operating result Net interest expense Result before taxation Taxation Result on non-consolidated participating interests Result for the period Minority interest Net result

2009

480,824

-499

480,325

468,112

12,213

-3,307

8,906

-3,356 581

6,131

-1,099

5,032

133,810 229,746

10,385 94,171

2010

468,676

325

469,001

477,705

-8,704

-3,171

-11,875

1,612658

-9,605

265

-9,340

123,220

237,68615,213

101,586

(€ thousands)

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Consolidated Cash Flow Statement

Cash fl ow from operating activitiesOperating resultAdjustments for- Amortization of intangible fi xed assets- Depreciation of tangible fi xed assets- Movement in provisions

Movement in working capital- Work in progress- Receivables- Current liabilities

Net cash generated by business operations

Profi t of non-consolidated participating interestsInterest paidTaxation paid

Net cash generated by operating activities

Cash fl ow from investing activitiesAcquisition of group companiesAdditions to intangible fi xed assetsAdditions to tangible fi xed assetsInvestment in non-consolidated participating interestsNet cash utilised in investing activities

Cash fl ow from fi nancing activitiesProceed from long-term loan raisedRepayment of long-term loansIssue of sharesDividend paidNet cash utilised in/generated from fi nancing activities

Exchange rate differences

Net decrease/increase in cash and cash equivalents

Cash and cash equivalents at 1 JanuaryAmounts owed to credit institutions at 1 January

Cash and cash equivalents at 31 DecemberAmounts owed to credit institutions at 31 December

Movement in net cash

2009

30,762

-10,802

16,961

892

37,813

15,809-30,664-14,855

25,671-2,71322,958

37,813

12,213

8,826

18,606

39,645

-8,883

-4,888-3,255-3,495

836

20,000-3,449

778-368

2010

5,793

-17,830

-6,804

3,525

-15,316

25,671-2,71322,958

24,609-16,967

7,642

-15,316

-8,704

22,630

-1,747

12,179

-6,386

-3,274-2,323

-11,061-1,172

- -7,163

456-97

5,6309,5837,417

7,824965

-10,536

658-3,171-3,873

3,1767,209

-1,559

5,8277,5095,270

581-3,307-6,157

(€ thousands)

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1) Base year is 2008. CO2 emission per FTE in 2008 was 3.7 tons (after restatement).2) DHV Group has committed itself to compensate 100% of its CO2 emission for 2010.

Transparency Scoring on the Transparency benchmark (%)Transparency benchmark ranking

WorkforceFemale workforce (%) Female management (%) Total workforce (FTE) Total workforce (heads)

CO2 Emission per FTE (tons) Reduction of CO2 emission per FTE against base year (%) 1

Emission from electricity (tons) Emission from other building related energy (tons) Emission from car travel (tons) Emission from air travel (tons) Total gross CO2 emission (tons) Emission compensated (tons) Emission compensated (%) 2

Total net CO2 emission (tons) Community Community investment in cash (€ thousands) Community investment in hours

2009

6718th

(of 183)

2817

4,4764,665

3.48

3,790731

7,3513,132

15,004

-7,83052

7,175

1633,712

2010

8011th

(0f 226)

2817

4,2964,538

3.70

4,106786

7,5283,301

15,721

-15,721100

0

2583,776

Corporate Responsibility

Reporting Scope In line with the DHV Group’s CR Reporting policy, the CR statements in-cludes data from entities that are fully owned or majority owned, or those entities where DHV has a controlling interest with respect to CR. CR state-ments include only those entities which have been part of the DHV Group for a full reporting year. The reporting scope differs from the fi nancial statements in that for CR purposes we have excluded our alliance partners Delcan and Planetek, in which we are a minority shareholder. For further detail on our Reporting Scope, please refer to the 2010 CR report, available on our website www.dhvgroup.com in March 2011.

Restatements In 2010, our South African entity (SSI) reported for the fi rst time on non renewable electricity usage. This caused a signifi cant change of our total CO2 emission from electricity compared to previous years. In order to make it possible for readers to monitor and measure progress year on year we have restated historical electricity usage and corresponding CO2 emission from electricity.

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AddressesJoint Ventures

InfraflexSt. Jacobsstraat 6-83511 BR UtrechtT +31 30 223 97 99E [email protected]

Protected Storage Engineers (PSE)P.O. Box 20783000 CB RotterdamT +31 10 279 47 94E [email protected]

Tunnel Engineering Consultants (TEC)P.O. Box 1086500 AC NijmegenT +31 24 382 04 30E [email protected]

EuropeCZECH REPUBLICDHV CRMeteor Office ParkSokolovská 100/94CZ-186 00 Praha 8T +420 236 080 550E [email protected]

DHV CR also has offices in Brno and Ostrava.

POLANDDHV POLSKAul. Domaniewska 4102-672 WarszawaT +48 22 606 28 02E [email protected]

DHV Polska also has offices in Szczecin and Gdansk.

Hydroprojektul. Dubois 900-182 WarszawaT +48 22 635 48 84E [email protected]

Hydroprojekt also has offices in Sosnowiec and Wloclawek.

DHV GroupLaan 1914 no 353818 EX AmersfoortP.O. Box 2193800 AE AmersfoortThe NetherlandsT +31 33 468 37 00E [email protected]

The NetherlandsDHV Laan 1914 no 353818 EX AmersfoortP.O. Box 11323800 BC AmersfoortT +31 33 468 20 00E [email protected]

DHV also has offices in Deventer, Eindhoven, Groningen, Maastricht, Rotterdam, The Hague, Utrecht, and Zaandam.

NPCP.O. Box 22023500 GE UtrechtT +31 30 272 73 70E [email protected]

NPC is an integral part of the DHV Group with offices in Amsterdam, Eindhoven, Rotterdam, and Zwolle.

NACO, Netherlands Airport ConsultantsAnna van Saksenlaan 102593 HT The HagueP.O. Box 930562509 AB The HagueT +31 70 344 63 00E [email protected]

InterVISTAS ConsultingAnna van Saksenlaan 102593 HT The HagueT +31 70 344 64 49E [email protected]

PORTUGALDHVEstrada de Alfragide, nº 922610-015 AmadoraT +351 214 127 400E [email protected]

DHV also has an office in Oporto.

UNITED KINGDOMDelcanThe White Cottage19 West Street Epsom, Surrey KT18 7BST +1 905 943 0500E [email protected]

InterVISTAS Consulting99 Lansdowne WayLondon SW8 2PBT +44 752 566 6331E [email protected]

Turgis ConsultingSuite 1528 Shephard Market, MayfairLondon W1J 7JYT +44 781 018 2169E [email protected]

Near EastISRAELDHV MED1 Gad Manela st.P.O. Box 8058New Industry ZoneNetanya 42504T +972 98 85 23 12E [email protected]

PGL & Delcan Israel43 Ha’Aliya HaShniya StreetAzur, 58002 67891T +972 3 791-4111E [email protected]

AsiaCHINADHV (Beijing) EnvironmentalEngineering Co.West 3rd floor, Building 8,WanguochengNo. 1 Xiangheyuan RoadDongcheng DistrictBeijing 100028T +86 10 84 40 84 42E [email protected]

DHV Engineering Consultancy(Shanghai) Co.Floor 25, Building 19, Phoenix Park ofShanghai Caohejing Hi-Tech ParkNo. 1515 Gumei RoadShanghai 200233T +86 21 60910699E [email protected]

HONG KONGDelcanUnit 11-12, Level 35, Tower 1Millennium City 1388 Kwun Tong RoadKwun Tong, KowloonT +852 2836 3191E [email protected]

INDIADHV Global Engineering CenterIndia Branch Office13 & 14, I Block SDFNoida Special Economic ZoneNoida – 201 305T +91 120 430 50 00E [email protected]

DHV IndiaB-1/I-1, 1st FloorMohan Cooperative Industrial EstateMain Mathura RoadNew Delhi - 110 044T +91 11 40539303-06E [email protected]

DHV India also has offices in Bangalore, Chennai, Hyderabad, and Lucknow.

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INDONESIAMitra Lingkungan DutaconsultVentura Building, 4th floor, Suite 405Jl. R.A. Kartini No. 26 (Outer Ring Road)Cilandak – Jakarta 12430P.O. Box 1015Jakarta Selatan 12010T +62 21 7504 605E [email protected]

SAUDI ARABIASADECODar al-Hijaz Building No. 25th Floor – Apartment No. 25Prince Mohamed bin Abdulaziz Street(Tahliya Street)P.O. Box 2320Jeddah 21451T +966 26 679 071E [email protected]

TAIWANDHV Planetek12F-1, No. 77, Liwen RoadZuoying DistrictKaohsiung City, 813T +886 7 556 8311E [email protected]

DHV Planetek also has an office in Taipei.

VIETNAMDHV 9th Floor - Artexport Building2A Pham Su Manh StreetHoan Kiem District HanoiT +844 39363889E [email protected]

DHV Vietnam also has an office in Ho Chi Minh City.

AfricaBOTSWANASSI1st Floor, Modiri HousePlot 22076Gaborone WestP.O. Box 1517GaboroneT +267 395 2557E [email protected]

MOZAMBIQUESEEDRua de Kassuende, 118 - 8° andarMaputoT +258 21 48 5917/ 18E [email protected]

SOUTH AFRICADelcanUnit B37, Sanlam Business ParkKoeberg RoadMilnerton, Cape TownT +1 404 320 1776E [email protected]

SSIBuilding No. 5Country Club Estate21 Woodlands DriveWoodmead 2191P.O. Box 867Gallo Manor2052 GautengT +27 11 798 6000E [email protected]

SSI also has offices in Buffalo City (East London), Cape Town, Chris Hani (Queenstown), Ekurhuleni (Bedfordview), Emnambithi (Ladysmith), eThekwini (Durban), George, iLembe (Ballito), Knysna, Mafikeng, Mangaung (Bloemfontein), Mbombela (Nelspruit), Mossel Bay, Msunduzi (Pietermaritzburg), Nelson Mandela Bay (Port Elizabeth), Newcastle, Plettenburg Bay, Polokwane, Sol Plaatje (Kimberley), Tshwane (Pretoria), and Ugu (Port Shepstone).

Turgis ConsultingBuilding 1299 Pendoring RoadBlackheath 2195P.O. Box 1995Northcliff 2115T +27 11 476 22 79E [email protected]

ZIMBABWESSI10th Floor, Pax House87-89 Kwame Nkrumah AveP.O. Box 1748HarareT +263 4 79 7108/9E [email protected]

North AmericaCANADADelcan625 Cochrane Drive, Suite 500MarkhamOntario, L3R 9R9T +1 905 943 0500E [email protected]

Delcan also has offices in Burlington, Calgary, Edmonton, Hamilton, Kingston, Kitchener, London, Niagara Falls, Ottawa, Vancouver, and Victoria.

InterVISTAS Consulting1200 West 73rd Avenue, Suite 550Vancouver, B.C. V6P 6G5T +1 604 717 1800E [email protected]

InterVISTAS also has offices in Ottawa and Winnipeg.

UNITED STATES OF AMERICADelcan650 E Algonquin RoadSuite 400Schaumburg, IL 60173T +1 847 925 01 20E [email protected]

Delcan8618 Westwood Center DriveSuite 450Vienna, VA 22182T +1 703 752 6060E [email protected]

Delcan also has offices in Atlanta, Austin, Coral Springs, Denver, Ft. Lauderdale, Los Angeles, and Salem.

Intelligent Devices4411 Suwanee Dam RoadSuite 510Suwanee, GA 30024T +1 404 320 1776E [email protected]

InterVISTAS Consulting 7200 Wisconsin AvenueSuite 1103Bethesda, MD 20814T +1 301 941 1400E [email protected]

An up-to-date overview of addresses can be found on dhvgroup.com/offices.

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3232

ProductionDHVCommunicationsT +31 33 468 20 15dhvgroup.com/annualreport

Printing and bindingDrukkerij van Amerongen

PaperFSC Fastprint Gold 120 gr/m2 (exterior 300 gr/m2)

Cover pictureCharles Corbett

Publication dateMarch 2011

Copyright DHV. No part of these specifications/printed matter may be reproduced and/or published by print, photocopy, microfilm or by any other means, without the prior written permission of DHV B.V.; nor may they be used, without such permission, for any purposes other than that for which they were produced.

Colophon

WD-11-03

-027

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33

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We are a company for people from people, working in partnership with

our clients to deliver innovative, quality solutions for the sustainable

development of our living environment.

DHV GroupP.O. Box 2193800 AE AmersfoortThe NetherlandsT +31 33 468 37 00E [email protected]