groupe gtm - 1999 annual report - vinci

Concessions

Roads

Industrial

Annual report1999

Building and CivilEngineering

ContentsGroupe GTM

Profile 1Message from the Chairman 2 Shareholder’s information 4 Key figures 6 Organization of the Group 8Strategy and development 10 International 12

Sustained growth and lasting profitability

Market-oriented innovation 16Preservation of the environment 18Shared growth 20Communications on line 21

The businesses of Groupe GTM

Concessions 24 Roads 28Industrial 32Building and Civil Engineering 38Engineering consultancy 42 Real estate 44

Financial statementsAccounts in Euros 45

Information pack Groupe GTM is enhancing its strategy movesaimed at ensuring lasting development whilecontinually listening to those involved in the

growth of the company.

14

Activities The 4 main activities of Groupe GTM are

oriented towards concessions and maintenance,affirming its identity as a major player in

services and construction.

22

Front pageGroupe GTM, as a member of a consortium

manages a concession for 9 airports in Mexico:11 million passengers / year, of whom 7 million

use the Cancun airport alone.

>ContactsRelations with shareholders:Financial Directorate

Tel. : 01 46 95 71 86

Fax : 01 46 95 73 79

Requests for annual reports:Communication Directorate

Tel. : 01 46 95 76 93

Fax : 01 46 95 77 95

G R O U P E G T M A N N U A L R E P O R T 1 9 9 9

oard of Directors

André JARROSSONHonorary President

Jean-Louis BRAULTChairman of the Board, Chief Executive Officer of Groupe GTM

Philippe BRONGNIART Member of the Board of Suez Lyonnaise des Eaux

Francis GUTMANNHonorary President of Gaz de France

François JACLOTMember of the Board of Suez Lyonnaise des Eaux

Christian MAURIN*Chairman of the BoardChief Executive Officer of Degrémont

Jèrôme MONODPresident of the Supervisory Boardof Suez Lyonnaise des Eaux

Guy de PANAFIEUChairman of the BoardChief Executive Officer of Bull

Mobil Oil Françaiserepresented by Christian SCHNEEBELI

Jérôme TOLOTChief Operating Officer of Groupe GTM, Secretary of the Board

AuditorPierre DELAPORTEHonorary President of Electricité de France

* term expires on 24th May 2000.

eneral management

Jean-Louis BRAULTChairman of the BoardChief Executive Officer

Jérôme TOLOTChief Operating Officer

François CHENEVIERDeputy Chief Operating Officer

Olivier KREISSSenior Vice-PresidentInternational Development

Pierre LEON-DUFOURDeputy Chief Operating Officer

In 1999, Groupe GTM

continued its strategy of

rebalancing its activities by

reducing the proportion of its

business devoted to cyclical

activities (for example by selling

its offshore business) and

refocusing on highly visible

activities generating regular

income: concessions,

the road industry, electrical

and industrial maintenance.

Profileof the Group

B

7.8 billion Euros

64,0001

Group turnover

A workforce of

G

GROUPE GTM

2G R O U P E G T M 1 9 9 9 A N N U A L R E P O R T

ear 1999 ended with a net conso-

lidated profit of 143 million Euros

(FRF 939 million) for a turnover of

7.8 billion Euros (FRF 51 billion).

The appreciable progress made by the

Group can also be seen from its oper-

ating profit, 156 million Euros

(FRF 1 billion), and its order book

which stood at 4.7 billion Euros

(FRF 30.7 billion) at December 31st

1999, 13% up on the year. As a result the

dividend to shareholders was set at 2.35

Euros compared with 1.50 Euros in 1998.

This out-turn is the result of a policy

sustained over a number of years

aimed at rebalancing and refocusing

our activities. Following these changes

Groupe GTM is now a combined

services and construction business

with clients who may be individuals,

industries or public authorities.

A major feature of year 1999

was the development

of our concessions portfolio:

- Park business saw new significant

developments in Hong Kong and the

United Kingdom, with further progress

in Canada and Chile, and a strength-

ened position on the home market.

- In highway construction, it was also

in Chile that the Group secured the

concession and widening contract for

the Chillan-Collipulli link, while in

France Cofiroute received confirmation

of its concession covering the A86 tun-

nels in the west of Paris.

- In the airport sector, the Group pursued

an active development policy that result-

ed in a partnership with Aéroports de

Paris in a joint company known as ADP

Management. This company recently

secured a holding in the Beijing airport,

giving us a foothold in the Asian market.

For a number of years we have

sought to establish a powerful electri-

cal business; this became a reality

with the acquisition of l’Entreprise

Industrielle (EI). Together with GTMH

and EI, Groupe GTM now has a

strengthened position in the field of

maintenance and electrical contracting,

including access systems to the new

telecommunications technologies.

In the industrial field, our planned

disengagement from offshore petrole-

um activities reached a favorable

conclusion when ETPM was sold to

Stolt Comex Seaway under satisfactory

conditions.

“GROUPE GTM

now looks like

a business capable

of lasting

development.”

MMessagefrom the ChairmanY

3

Our maintenance and industrial con-

tracting activities were reorganized and

resized with the aim of achieving a lead-

ing position as a global multi-technique

and multi-service maintenance operator.

Our roads business continued its

external growth with the purchase of

quarries in France, the acquisition of a

majority holding in Chile, and another

in Spain. These operations strength-

ened the position of Entreprise Jean

Lefebvre as a materials producer and

the company now has a foothold in the

markets of both north and south

America.

In Building and Civil Engineering,

the reorganization and resizing were

completed. At the end of 1999 this

sector accounted for 29% of Group

sales and now involves two companies:

DUMEZ-GTM for major projects and

international contracts, GTM Con-

struction for projects in France under

the names of GTM and its subsidiaries

Dumez and Chantiers Modernes.

Finally, as regards engineering consul-

tancy, the acquisition of Litwin France

places Ingérop amongst the leaders in

diversified engineering design.

There was confirmation of the recov-

ery in the real estate sector and we

pursued our prudent strategy.

As one of the ten French companies

quoted on the stock exchange that sat-

isfy the criteria of profitability, social

cohesion and respect for the environ-

ment, Groupe GTM has become

balanced and profitable. With robust

cash flow, a healthy order book and

enhanced potential resulting from our

recent acquisitions, we can look for-

ward to a significant increase in our

performance in the current year and

beyond.

Jean-Louis BRAULTChairman of the BoardChief Executive Officer

of Groupe GTM

TheShareholderInformation


GROUPE GTM

roupe GTM aims at facilitating shareholders’ access to information about its strate-

gy and activities and at maintaining a permanent dialogue. The annual report can

be at maintaining provided on request. Figures for annual and half-yearly sales and

profit are reviewed in the press and the practice of sending an individual letter to

shareholders was established in 1999.

The website has been improved to permit easy access to real-time information about the

Group: the most up-to-date news (financial results, new contracts, acquisitions, impor-

tant events, and so on) is displayed on the site’s home page. Portals give direct access to

the home pages of subsidiaries’ websites for more operational information. The Group’s

financial directorate provides information to shareholders upon request. An proposal of

participation to the Annual General Meeting is sent to every shareholder to encourage

them to participate.

Groupe GTM convenes French and foreign financial analysts and investors to mark the

publication of the annual and half-yearly accounts. Road shows are organized at the

main financial locations.

Corporate GovernanceContinued efforts to maintain a dialogue with shareholders

>If you are a shareholderGroupe GTM’s website offers specific information according to your ownparticular interests. Are you a client, staff member, student, shareholderor financial analyst? Click on the appropriate link on the home page andyou will find all the information you require.

http: //www.groupegtm.com

At the Annual General Meeting held on May 24th 2000 theBoard of Directors proposed a net dividend of 2.35 Eurosper share compared with 1.50 Euros in 1998, an increaseof 57%. In 1999 Groupe GTM achieved a net consolidatedprofit of 143 million Euros (FRF 939 million) up by afactor of 2.2 on the previous year.

AuditorsPrincipalsBARBIER, FRINAULT & AUTRESGérard DAUGE

DeputiesMichel LEGERPhilippe TISSIER-CHAUVEAU

Committees

Ethics CommitteePhilippe BRONGNIARTChristian SCHNEEBELI

Pierre DELAPORTEAndré JARROSSONChristian MAURIN

Audit Committee

Jérôme MONODFrançois JACLOT

RemunerationCommittee

G

5

> Stock market data

Groupe GTM CAC 40 Share Index Monthly share trading volume

J F M A M J J A S O N D J F M A M J J A S O N D J F M A M J J A S O N D J F

2000199919981997

Main shareholders as of December 31, 99

Consolidated earnings per share,

Group Share

Consolidated cashflow

Dividend distributed(tax credit incl.)

Share price 1995 1996 1997 1998 1999Highest 70.9 54.5 70.7 108.8 113.6Lowest 45.2 34.5 35.6 57.2 75.0At December 31 52.4 36.6 61.7 88.4 96.5Average daily transactions 14,353 24,674 23,324 22,876 20,422

Principal consolidated figures, per shareNet earning Group share 2.69 - 0.47 2.57 4.28 9.35Dividend 1.22 1.22 1.30 1.50 2.35Net dividend + tax credit 1.83 1.83 1.94 2.25 3.52Net yield per share 3.5% 5.0% 3.1% 2.5% 3.6%Number of shares as of December 31 14,654,624 14,985,257 15,073,625 15,284,213 15,431,216

> Shareholder’s Information

[in Euros]

1 9 9 7 1 9 9 8 1 9 9 9

1.94

2.25

3.52

1 9 9 7 1 9 9 8 1 9 9 9

20.7221.70

24.39

1 9 9 7 1 9 9 8 1 9 9 9

4.28

2.57

9.35

Suez Lyonnaise des Eaux Group

General public

Mobil Oil Française

Employee Mutual Fund

Suez Lyonnaise des Eaux Group

General public

Mobil Oil Française

Employee Mutual Fund

As a % of capital2.52% 49.45%

45.38%

2.65%

30.19%

3.33%1.75%

64.73%

As a % of voting rights

Figures in Euros

MKeyfigures1999


GROUPE GTM

1 9 9 7 1 9 9 8 1 9 9 9

736 736

890

> Group shareholder's equity

In millions of Euros

1 9 9 74,686

1 9 9 84,964

1 9 9 94,688

2,818

1,868

1,813

3,151

2,437

2,251

France

Abroad

> Evolution of the order book

Group share as of December 31, 1999, in millions of Euros

1 9 9 76,883

1 9 9 87,376

1 9 9 97,823

3,978

2,905

4,162

3,214

4,752

3,071

France

Abroad

> Evolution of turnover

Group share in millions of Euros

1 9 9 7 1 9 9 8 1 9 9 9

33

65

143

Groupshare

Totalnet income

48

64

165

> Net income


1 9 9 7 1 9 9 8 1 9 9 9

Capitalexpenditure

Cash flow311

329

373

340352

432

> Evolution of cash flow and capital expenditure


7

>Total : 7,823

4.3%

29%

30.2%

30.2%

6.3%

>Total : 4,688

51.3%

19.8%

26.4%2.5%

>France : 4,752i.e. 61%

>Abroad : 3,071 i.e. 39%

>France : 2,437 i.e. 52%

3.7%

31.5%

29.2%

27%

8.6%

1.8%

30.5%

31.5%

34.1%

2.1% 1.7%

56.2%

10.2%

31.9%

3.2%

46.8%

28.6%

21.4%

>Abroad : 2,251 i.e. 48%

> Breakdown of 1999 turnover

Group share in millions of Euros

> Breakdown of order book

Group share as of December 31, 1999, in millions of Euros

Concessions

Roads

Building & Civil Engineering

Industrial

Engineering, Real Estate and Miscellaneous

Jean-Luc BASSOLChief Audit Officer

Vincent COUSINChief R&D and Innovation Officer

Thierry DUVAL*

Chief Financial Officer

Patrick EISNERSecretary-General Concessions Department

Antonio GONZALEZChief Human Resources Officer

Jean-Louis GUERIATChief CorporateCommunications Officer

Jean-Luc LE FOUILLERChief Accounting Officer

Antoine MATHIEUChief Cost Control Officer

Peter MEREDITHChief Tax Officer

Jean-Luc POMMIERChief Development Officer

Patrick RICHARDChief Legal Officer

Jean-Marc WEBERChief Structured Financing Officer

Yves THUILLIER Chairman of the BoardChief Executive Officer of GTMHChairman of the Board of l’Entreprise Industrielle

Jean-Claude ROUDEChairman of the BoardChief Executive Officer of Entreprise Jean Lefebvre

Jean-Louis DURANDGeneral Manager of Elige

Jacques ALLEMANDChairman of the BoardChief Executive Officer of GTM Construction

Pierre LEON-DUFOURDeputy Chief Operating Officer

Olivier KREISS Senior Vice-President for International Development

Jean-Louis BRAULT Chairman of the BoardChief Executive Officer

MOrganization of theGroup


GROUPE GTM

François CHENEVIER Deputy Chief Operating Officer

Jérôme TOLOTChief Operating Officer

Executive Committee

Hervé TRICOT Chief Operating Officerof DUMEZ-GTM

Groupe GTM Directorates as of April 1th, 2000

9

Organization chart of the Group

COFIROUTE

Car parks : LES PARCS GTM

AIRPORTS

INFRASTRUCTURES

OTHERS

ENTREPRISEJEAN LEFEBVRE

Electrical GTMH

L’ENTREPRISE INDUSTRIELLE

Industrial ENTREPOSE

DELATTRE-LEVIVIER

DUMEZ-GTM

GTM CONSTRUCTION

CFE (Belgium)

Other subsidiaries

INGEROP

ELIGE

Engineeringconsultancy

Real Estate

Building andCivil Engineering

Industrial

Roads

Concessions

GROUPE GTM STRATEGY AND DEVELOPMENT

n integral part of the refo-

cusing on non-cyclic

businesses was the sale of

ETPM, the subsidiary speciali-

zing in petroleum and related

offshore works. This will per-

mit substantial developments

in the areas of concessions

and maintenance projects. The

road sector has made further

acquisitions in France and

abroad where its expansion

continues. In the electrical

field, the important acquisition

of l’Entreprise Industrielle

makes Groupe GTM one of the

leading contractors in this sec-

tor in France. Building and civil

engineering works continues to

see a rebalancing of its share of

the Group’s sales (30%) and its

reorganization is consolidated

around two names: DUMEZ-

GTM and GTM Construction.

A

RapidGroup’s skills

During 1999, the on-going strategic redeployment was

reinforced. The targeted development of concessions,

particularly outside France, was vigorously driven

forward not only in areas long familiar to the Group

(motorways, bridges, car parks, and so on) but in

emerging and more recent sectors such as airport

management.

Following substantial and successful developments parti-cularly in the United Kingdom(120,000 spaces) and Hong Kong (30,000 spaces) Les Parcs GTM now manages340,000 parking spaces in carparks and by on-street parking.


transformation of the

11

• Following a takeover bidfor Entreprise Jean

Lefebvre, Groupe GTM now wholly owns its

roads subsidiary.• Entreprise Jean Lefebvre

acquired a majority holdingin the Chilean company

Bitumix, which has a 25%share of the Chilean marketwith 16 asphalt stations andits production of aggregate

and bitumen.

• Groupe GTM can be saidto have achieved critical

size in electrical contractingwith its acquisition of

l’Entreprise Industrielle.• ETPM was sold with a

substantial profit for theGroup to the Norwegian

company Stolt ComexSeaway, which specializes in

undersea projects.

• Groupe GTM secured theconcession contract for theChillan-Collipulli motorway(160 km), making it the first

French contractor topenetrate the road

concession market in Chile.• Groupe GTM as a member

of a consortium secured the concession for

9 international airports inMexico for a 50-year period.• In 1999 the business of Les

Parcs GTM grewsubstantially (+30%),

with an increased presencein the United Kingdom,

Hong Kong, Chile, Canada and France.

• Cofiroute was appointedconcession holder for the

completion of the A86superhighway in the west of

Paris, following a newcontract award procedure.

• The Superdévoluy SA skiresort which operates ski lifts

under a concessionary andleasing arrangement was sold

to a specialist operator.

HIGHLIGHTS

>ConcessionsInternational developmentsand strengthened portfolio

>RoadsContinued growth abroad

L’Entreprise Industrielle joined

Groupe GTM in 1999. This major specialist

in electrical engineering is involved in

4 main fields : electrical systems, networks

and information systems, high voltage

stations and power lines, power grids

and street lighting.

>IndustrialRefocusing on

non-cyclical activities

>Building andCivil EngineeringReorganization and reliance on two names : DUMEZ-GTM

and GTM Construction• The building and civil

engineering business wassimplified with 2 names:

DUMEZ-GTM for majorprojects in France and abroad,

and GTM Construction inFrance for the regional network.

In this process ChantiersModernes was combined

with GTM Construction.• L’Entreprise Industrielle sold

its construction subsidiary,EIGCC, to a company

formed by its management and foreign investors.


GROUPE GTM AROUND THE WORLD

Newcountriesnewconquests

In 1999, the proportion of sales made abroad remained stable in volume terms,

despite the sale of ETPM. The year was marked by a highly significant penetration

of Asia and Latin America with an important airport concession in Mexico and an

initial foothold in Chile, where the Group made acquisitions and secured a number

of strategic contracts.

DUMEZ-GTM, as a member ofa consortium, is building theChillan-Collipulli motorway

(160 km) the concession for which was awarded

to Groupe GTM for a 21-year period.

Les Parcs GTM secured the concession for 4

underground car parks, 3 ofthem in Santiago, totaling

1,250 parking spaces.

Groupe GTM, as a member of a consortium, obtainedthe 50-year concession for

9 airports in Mexicorepresenting total traffic of 11 million passengers,

of whom over 7 million usethe Cancun airport alone,

a leading transit hub for North America and Latin America.

ork on the Rion-Antiri-

on bridge in Greece

being built by DUMEZ-GTM

is progressing on schedule. The

final design was completed

in 1999. The site installa-

tions on the Gulf of Corinth

have been completed, the Lisa

barge with its extendable legs

was commissioned and con-

struction of the bases of the

first two piles has begun. In

early 2000, dredging for the

first pile began at 65 meters

below sea level.

W

> Work on the Rion-Antirion bridge

commences on schedule

>Mexico

>Chile

AROU

ND TH

E WOR

LD

13

1 9 9 53 6 . 2 %

1 9 9 64 0 . 7 %

1 9 9 74 2 . 2 %

1 9 9 843.6%

1 9 9 939.2%

Proportion of turnover earned abroad

DUMEZ-GTM in conjunctionwith the British contractor

Miller secured the contract tobuild the Medway Viaduct

and the North Downs tunnelas part of the construction of

the high-speed rail linkbetween the Channel Tunnel

and London.

DUMEZ-GTM opened the world’s longest tunnel

(3,750 m) and widestsubmerged tunnel in March

1999 in the Straits of Oresund.

DUMEZ-GTM as a member of a consortium, signed

a 6-year contract for theconstruction of the 25 km

of the Mitholz rail tunnels.

Les Parcs GTM, alreadyoperator of the Admiralty car

park (520 spaces) acquiredAdams Parking, Hong Kong’s

second car park operator(with 30,000 spaces).

SMP, the Czech subsidiary ofDUMEZ-GTM, was awarded

the contract for 4 largebridges in the construction

of the Prague ring road.

The Canadian subsidiary of Entreprise Jean Lefebvrewon an important contract

for freeway resurfacing fromthe Quebec Department

of Transport.

Entrepose as a member of a consortium secured a

contract for the constructionof gas recovery facilities

for Shell.

When its power transmissionline department signed a

fourth contract in 1999,GTMH has supplied anderected 314 km of high

voltage lines in this newrepublic.

Hydroplus secured a thirdcontract as part of the

modernization of 8 irrigation dams in the state of Gujarat

Partnership between Groupe GTM and Aéroports de ParisResources for international development

In 1999, Groupe GTMacquired 34% of the capitalof ADP Management whichhas an international busi-ness. By combining theircomplementary resources,Groupe GTM and ADPexpressed their determina-tion, in the expanding buthighly competitive market of airport concessions, to put French contractingamongst world leaders.

EuropeAustriaBelgiumCzech RepublicDenmarkEstoniaGermanyGreeceHungaryIrelandItalyLithuaniaLuxembourg

MonacoNetherlandsNorwayPolandRomaniaSlovak RepublicSpainSwedenSwitzerlandTurkeyUnitedKingdom

AmericaArgentinaBrazilCanadaCaribbeanChileColombiaEcuadorGuadeloupe

GuyanaMartiniqueMexicoPanamaPeruUnited SatesVenezuela

AfricaAlgeriaAngolaBurkina FasoBurundiCameroonCape VerdeChadCongoEgyptEquatorial GuineaGabonGuineaIvory CoastKenya

LibyaMadagascarMoroccoMozambiqueNamibiaNigerNigeriaReunion (Isle of)SenegalSouth AfricaTogoTunisiaZaire

Asia and OceaniaAustraliaCambodiaChinaHong KongIndiaIndonesiaIranJapanMalaysiaMyanmarNew CaledoniaNew ZealandOman

PhilippinesPolynesiaQatarSaudi ArabiaSingaporeSouth KoreaTaiwanThailandUnited Arab EmiratesVanuatuVietnam

Breakdown of turnover by geographical area

European Union (excluding France)

Europe (excluding EU)

North America

South America

Africa

Middle East

Far East

37.9%

14.9%15.7%

3.3%

17.3%

3.9% 7.0%

>India

>Kirghizistan

>Canada

>Czech Republic

>Nigeria

>Denmark

>United Kingdom

>Hong Kong

>Switzerland


GROUPE GTM REPORT

Sustainedgrowthand lasting viability

Groupe GTM is enhancing its strategic moves aimed at ensuring

lasting development while continually listening to those involved in

the growth of the enterprise: shareholders, clients, suppliers, staff

and investors. From 1995 onwards, the creation of Groupe GTM’s

ethics code denotes the commitment of all its subsidiaries to ethical

behavior. In 1999, Groupe GTM received favorable mention by the

AReSE social and environment agency, which acts on behalf of

institutional investors seeking to determine the parameters of lasting

development. The Group was ranked amongst the 10 French

companies listed on the stock exchange that satisfy the criteria

of profitability, social cohesion and respect for the environment.

Also Groupe GTM has joined the Dow Jones Sustainability Group

index made up of 220 firms seeking for lasting development around

the world.

15

InnovationThe development of innovation lies at the heart of Groupe GTM’sstrategy, and is an engine of growth. It is a policy of continuous andshared progress that creates value for our clients, sets us apart from thecompetition, and meets the growing requirements of our society.

16

Human resources Staff motivation is essential to the growth of the company. The humanresources policy applied in the Group – based upon access toinformation, development of skills, a common investment fund, stockoptions, and recruitment of young people – contributes to motivationand social cohesion in the enterprise.

Preserving the environmentEnvironmental concerns are essential because the projects carried out havea long lifetime. The Group’s “green strategy” has moved forward withnew achievements in the identification, management and promotion ofenvironmentally friendly attitudes.

Relations with clients, shareholder and investors Upstream co-operation with our clients, informing shareholders,sponsorship arrangements and job promotion are all intended to helpdevelop lasting partnership relations with an increasing concern fortransparency.

18

20

21

GROUPE GTM REPORT


> An exclusive GPS guidance system

Innovations across the board

n road engineering the partner-

ship policy with research

organizations that has been in

place for a number of years was

reinforced. Entreprise Jean Lefeb-

vre and the Rheology and

Polymer Applications Laboratory

of the University of Paris VI are

working together on a research

program on the recycling of tires

in road pavements. The Tri-

couche process – which can

substantially reduce the thickness of

pavement courses compared with

conventional structures – was used

for the first time on a 2.5-km section

of the A11 freeway in very difficult

conditions (traffic exceeding 2,500

trucks a day).

Renfogrip – another innovative prod-

uct of Entreprise Jean Lefebvre – has

been applied on a dozen sites in south-

east France and in the Ile-de-France.

Some 80,000 tons of Grave-Mousse, a

process first tried out in 1993 as part

of the “Roads Innovation Charter”

were placed in 1999.

Innovation focused

on the marketInnovation in Groupe GTM is focused on the creation of value

for its clients, by reducing costs, shortening execution times,

and integrating their concerns for quality, safety, respect for

the environment, and social insertion. The 1999 Innovation

Prize rewarded the client orientation of our approach.

In 1999, Groupe GTM and its subsidiaries spent FF 128 million

on research and development.

I

The GPS system was hitherto reserved

for surveying work. Staff in the

Earthworks Division of GTM

Construction had the idea of using the

system for guiding finishing machines

to the nearest half-inch. The first

precision machine fitted with a

comprehensive automation system has

proved its worth, on the construction

site of Renault’s test track : 15 km long

with all the features of a mountain

road. Construction times were

appreciably shortened thanks to the

performance of the Centaur program,

which obtained the 1999 Innovation

Grand Prix.

First use in the Czech Republic of theEtanplast process for sealing bridgeand other structures on the northernbypass of the city of Cheb.

“ The innovation

culture is central to

the Group’s strategy,

and is the best

guarantee of ethical

development and

growth “.

Extract from Stratégie & Ethique

17

Transfers of technology were continued with a first

Orthoplast site in Quebec and a first Etanplast site

in the Czech Republic. Two patents were also pub-

lished abroad: Estère in the United Kingdom and

Flexiplast in Canada. In the industrial field, AMP-

C3C developed a new radome technology known

as the “thin skin” method. These radomes offer the

same characteristics as earlier models but produc-

tion cost is more than halved, putting us in a better

position with respect to the American competition.

Putting NTIC* to good use in aviation

The Coris is using innovative techniques of numer-

ical transmission in ground-to-air communications

in remote areas. In this way the GTMH subsidiary

is extending the range of its added-value services in

the aviation sector as well as enhancing its image.

Asecna has shown interest in the system for air traf-

fic control in the African region. Another

important feature is the spin-off resulting from this

innovation in aviation – particularly the renewal of

systems employing satellite networks – but also in

other sectors such as oil and gas for linking

telecommunications systems with pipelines.

* New Technologies for Information and Communication.

In 1999 the third Innovation Prize event broke

new ground with record participation (412

submissions of which 91 were rewarded, some

55% more than in 1997), the creation of the

“services” category, and the fact that half the

jury was made up of representatives of the

Group’s major clients. This development

reflects the determination of Groupe GTM to

be seen as a full partner of its clients, with the

necessary margin of initiative for innovation. It

also marks the Group’s desire to employ

research and innovation to enhance its image.

The Innovation Prize rewarded innovations in

products, services and procedures.

Special prizes were awarded for innovations in

a variety of subjects: major sites, technical

alternatives, day-to-day innovations, safety,

human resources, the environment, new skills,

knowledge management and marketing.

247 prizewinners received individual or

team awards.

Ten of Groupe GTM’s clients and partners were

members of the jury :

• Comité d’Etudes Pétrolières et Marines,

• Commission Internationale des Grands

Barrages,

• Communauté Urbaine de Bordeaux,

• Electricité de France,

• Gaz de France,

• Inspection du Génie,

• Laboratoire Central des Ponts et Chaussées,

• Ministère de l’Equipement,

• Mouvement Français pour la Qualité,

• Suez Lyonnaise des Eaux.

> The 1999 Innovation Prize

Innovation as seen byclients

The jury

1999 Awards Ceremony for the 247 prizewinners.

Sustained growthand lasting viability

GROUPE GTM REPORT


Drinkingwatertank

Recyclingused domesticwater

Drinkingwater tank

Wastewater

Bioreactorwith membrane

MembraneFeederpump

Retrowashingpump

Spinkler systemfor greenery

Sewer

Recycledwater tank

Recycledwater tank

Recycledwater tank

Wastewater tank

Preservingtheenvironment

The potential impact of

Groupe GTM’s activities on the

environment is considerable,

not only during construction

but also during subsequent

operations, which may affect

several generations. In line

with the “ green strategy ”

of Suez Lyonnaise des Eaux,

the Group encompasses in

its development policy an

approach seeking continuous

progress in exercising its skills

in an environmentally friendly

manner that ensures the

safety of equipment and

people and the health

of its staff.

> Ecology at homeIn partnership with Suez Lyonnaise

des Eaux and Degrémont,

Groupe GTM contributed

to the construction of a building

in Annecy, designed in such a way

as to protect the environment by

reducing water consumption.

Named “La Traverse”, the building

is fitted with a system for recycling

wastewater: this is actually

processed inside the building and

then used to supply the toilets.

An ecologically viable building

Managing the environment –Research and Development

s a result of the working dis-

cussions held with the French

Buildings Federation on the design

of buildings of high environmental

quality, a “Guide to good con-

struction practice for preserving

the environment” was published in

1999. GTM Construction is also

considering the design of an envi-

ronmentally friendly building.

A

19

“ To take the

environment into

account is a strong

way to satisfy the

public, and also

to develop our

business everytime

where our

innovation will

enable us to find

the best practices

to reduce the

nuisance of our

works of the

lowest cost. “

Strategy & Ethic - Extract

At the same time the Group has pursued its

research into the prevention of nuisances, and in

promoting clean technologies. Accordingly as part

of the design work for the A86 project, Ingérop has

developed systems for predicting site noise impacts

and on this topic has published a methodological

guide (setting up databanks, writing a computer

program, preparing data charts, and so on). Entre-

prise Jean Lefebvre for its part is in the process of

designing a number of centers for treating and recy-

cling clinker from domestic garbage incinerators in

a number of regions, four of which should be

opened in 2000. The extension of this activity to

other countries is under consideration. Jean Lefeb-

vre also made new progress in the management of

site wastes at the Montpellier tram system con-

struction site where 50,000 tons of demolition

materials were recycled and processed on the site

itself.

The Environment Commitment CharterGroupe GTM has drawn up a Charter of commit-

ment to the environment for its own staff. Within

the Group, the best practices and the most innova-

tive suggestions were encouraged, rewarded and

publicized. Thus in 1999 environmental topics

became eligible for the Innovation Prize process

and led to some 20 submissions. Entreprise Jean

Lefebvre for its part launched a “green challenge”.

> A gold decibel The noise barrier specialist Sysa, a subsidiary of EJL, this year received one of the

seven golden decibels awarded by the French Ministry of for the Environment,

rewarding fruitful co-operation between the firm, the city of Bobigny,

Departemental Direction of Equipment of Seine-Saint-Denis, the architect

Spielmann and the noise engineer Jean-Marc Abramowitch.

for Entreprise Jean Lefebvre


GROUPE GTM REPORT


999 saw a further offer of shares through

Groupe GTM’s Joint Investment Fund. Some

7,000 members of staff showed their confidence in

the Group’s future by applying for shares issued for

the special increase of capital : this generated rev-

enue of FRF 40 million. On completion of this

operation which followed on from those of 1992,

1995, 1997 and 1998, employees hold 2.7% of the

capital of Groupe GTM. The offer of shares to the

workforce is one way of making all staff aware of

how the Group operates while providing them with

a savings opportunity. In 1999, more then 350 high

potential managers were allocated stock options as

a performance incentive.

Mobility, career management and sharing information

As instruments of openness and cohesion, the Jobs

& Resources Committees are collegiate bodies that

seek to classify jobs within the Group and assess

the potential of staff. The committees held success-

ful meetings at main Group and subsidiary level

and contributed to the forward-looking develop-

ment of human resources. The “jobs exchange

market” known as Magie is now on the company’s

network and continuously updated by Groupe

GTM. This system increases accessibility to jobs

advertised inside the Group. It helps improve the

sharing of information, enhancing cohesion within

the Group, in the same way as the other eight

media (News, administrative procedures manual,

Group directory, and so on) circulated in all the

subsidiaries to 6,000 persons on the network.

All the entities of the Group in France have pro-

gressively introduced flexible working as part of

the change to a 35-hour week.

SharedgrowthBy backing mobility,

career management,

and share ownership,

Groupe GTM works to

mobilize its staff and

retain their loyalty.

1

> Breakdown of personnel in France and abroadby professional category

Breakdown of workforce by activity as at 31st December 1999Groupe GTM and Concessions 1,885

Roads 19,409

Industrial 20,291

Building and Civil Engineering 21,221

Engineering Consultancy and Real Estate 1,343

Total 64,149

“ Providing transparent

information about the firm and

its policy gives the company

cohesion, as does the respect for

our international social charter. ”

Strategy & Ethic – Extract

> Groupe GTM 64,149 employees

Personnel in France 39,913

Personnel abroad 24,236of whomexpatriates 351

Engineers andmanagers 6,050

Skilled workersand technicians 12,209Unskilled workers 22,005

38%

56%

15%

29%62%

21

n 1999 Groupe GTM brought clients into its

innovation approach. Over half the jury members

appointed for that year’s Innovation Prize were

from outside the company and over 400 clients and

partners were present at the awards ceremony. Dis-

cussions are also in progress on ways and means of

providing targeted information for clients, particu-

larly by means of the Internet.

The Group’s Internet site has evolved into a more

attractive and efficient space, and provides links to

the websites of the companies in the Group.

A “Letter to Shareholders” was created. Sent to the

homes of the Group’s 18,000 shareholders, 7,000

of whom are employees, it is issued twice a year

when the annual and half-yearly results are

announced. Communications with the financial

community have been intensified with special pre-

sentations organized in Paris, Europe, the United

States and southeast Asia. Meetings of investors

and financial analysts were held several times in

Paris during the year.

Acting as a sponsor, Groupe GTM will have a finan-

cial involvement in the Avignon program dedicated to

“Beauty” which was a leading event in the national

millennium celebrations in France. In this operation in

the famous city the Group will make its contribution

to an architectural heritage taken over by contempo-

rary art.

The Group intensified its communications efforts : innovation focused on

the client, an improved Internet site, a letter to shareholders established,

and roadshows at financial centers in Europe and the United States.

Communicationson line

I

>www.groupegtm.com

The Groupe GTM Internet site has been

improved, making information more accessible

with a more easily legible and more animated

home page with continuously scrolling news.

Another new feature : access to Groupe GTM’s

share price from the previous day for

information purposes. Innovation has its own

site with links under three headings –

technological innovation, on a daily basis

innovation, and innovation at the service of

clients – which present the Group’s know-how.

A site revisited

On the occasion of the announcement ofthe 1999 results, links were established

with the Internet sites of 2 major economicdailies and that of Groupe GTM, thus

encouraging access to on-line information.

“ The combination of transparent

information and discretion is a

collective and individual duty to

our shareholders “

Strategy & Ethic – Extract – November 1999


GROUPE GTM


Thebusinessesof Groupe GTMThe 4 main activities of Groupe GTM are orientated towardsconcessions and maintenance, affirming its identity as a majorplayer in services and construction.

Concessions Roads

Building and Civil Engineering Industrial

Maintenanceactivities

Infrastructureconcessions

Car parks, motorways, airports, bridges, prisons

<<<

< <<

23

Industrial 32

Concessions 24 Roads 28

Building and Civil Engineering 38

Engineering consultancy 42 Real Estate 44

the beginning of the year

2000 represents a major

acquisition with 120,000

spaces. The British sub-

sidiary of Les Parcs GTM

secured the lease and of a

public 540-space car park in

the renovated docks area of

London.

The satisfactory economic

situation has also resulted

in sustained traffic, mainly

in France and the United

Kingdom.

The concessions business continues to grow and givesstrategic impetus to the redeployment of the Group’sbusinesses. It reported good results in the operation of existing facilities in France and abroad. Its progresswas appreciable on the international scale, particularlyin the management of car parks and airports, thanks tocommercial successes and external growth operations.

The purchase of Adams

Parking International toge-

ther with a local partner

opens up prospects for grow-

th in Hong Kong and later in

mainland China, thanks to

the local attraction of the

integrated services offered by

6.3%

1997 1998 1999

648714

758

1997 1998 1999

90114 124

1997 1998 1999

72 82 91

Turnover

GROUPE GTM CONCESSIONS

> Developments in

Contribution from the sector to Group 1999 turnover

492 million Euros

Turnover in millions of Euros

Cofiroute

Car parks and hydro power stations

Severn RiverCrossing

G R O U P E G T M

Car parks : internation-alization, acquisition,partnership, number ofparking spaces doubledin 1999.

he car park business of

Groupe GTM saw unprece-

dented growth in 1999. In

France, the acquisition of GIS,

operator of nearly 13,000

spaces, gave the Group a

foothold in four new cities and

strengthened its activities in

Paris and Chambéry where,

incidentally, the 30-year con-

cession for a new car park to

be built was secured. New

management contracts were

signed in Saint-Dié, Périgueux

and Saint-Malo totaling 6,600

spaces. In Paris, two conces-

sions for car parks at

boulevard de Picpus and the

Porte de Clignancourt, that

had reached the end of their

terms, were renewed following

a tendering procedure.

Abroad, substantial market

shares were gained through

acquisitions. In Asia, the pur-

chase of Adams Parking

International which operates

30,000 spaces and 100 car

parks made Les Parcs GTM

the second largest parking

operator in Hong Kong. In

Canada, the purchase of two

car parks in Montreal and

local partnerships are prepar-

ing the way for new

developments. In Latin

America, the securing of four

concessions in Chile - one for

a car park already in service,

two for facilities to be built in

Santiago, and another recent-

ly opened in Valparaiso -

gives Les Parcs GTM a pres-

ence in a country where the

prospects for growth in car

numbers suggest a promising

future. In the United King-

dom, the takeover of TFM at

24 1 9 9 9 A N N U A L R E P O R T

T

G R O U P E G T M

Internationalgrowth

25

this operator : not just the

operation of car parks but

also the installation and

maintenance of access control

systems, and security aspects.

This acquisition, together

with the purchase in 1999 of

two car parks in Montreal,

Canada, and four parking

concession in Chile, repre-

sents unprecedented interna-

tional growth for Les Parcs

GTM.

Asia and Latin America

26

Other things being equal,

income went up substantially.

More subscriptions were

recorded and revenue rose

following commercial actions

launched in France. The qual-

ity of service policy of Les

Parcs GTM focused on client

reception, the environment

and the atmosphere in the car

parks, was rewarded by the

British Parking Association

which granted the firm the

“Parking award for quality

in action 1999” in respect of

the Mayfair car park in

London.

At the end of the fiscal year,

Les Parcs GTM was operat-

ing about 340,000 car

parking spaces in 76 cities in

France and 7 other countries.

Motorways, bridges, etc :new contractsTraffic has continued to

increase on the two major

toll bridges under operation,

the Severn Bridge in the Unit-

ed Kingdom and Canada’s

Confederation Bridge. Also

work has begun on two

infrastructure projects the

concessions for which will be

managed by Groupe GTM :

in Greece, work began on the

Rion-Antirion bridge on

schedule with a view to its

opening in 2004. In Chile,

the acquisition of the conces-

sion-holding company that

will build and operate 100

miles of motorway between

Chillan and Collipulli for a

21-year period has given

Groupe GTM an entry into a

country with considerable

development potential.

Cofiroute saw its 1999 rev-

enue increase by 7% on its

interurban road system in

western France; it obtained

the concession for the A86

tunnels in the Ile-de-France

region for a 75-year period.

Work has already begun and

drilling for the first tunnel

will begin before the end of

2000.

>AirportsA sector with high potential

Major acquisition in the United Kingdom

Les Parcs GTM has been present in Britain since 1997with the Mayfair car park onthe edge of Hyde Park.Its acquisition of TFM made it one of the main car park operators in the UnitedKingdom encompassing120,000 spaces of which 40,000 are in car parks and80,000 in on-street parking.

GROUPE GTM CONCESSIONS

Internationalgrowth

1 9 9 9 A N N U A L R E P O R T

It was in 1995 that Groupe GTM first became involved

in airport concessions, a sector with considerable potential.

It is predicted that growth in air passenger traffic world-wide

will exceed 5% a year and it is estimated that investment

in necessary infrastructures over the next 15 years will

amount to 320 billion Euros.

G R O U P E G T M

27

traffic of 11 million passen-

gers, is in line with

predictions. Groupe GTM

has continued to invest in the

development of this healthy

sector with the continuing

growth in air traffic and the

promise of future privatiza-

tions (only 2% of the market

Airports: Increasingtraffic in those undermanagement and development in Asia.Traffic at the Pochentong air-

port (Cambodia) has risen

substantially and the opera-

tion of the 9 airports in

southeastern Mexico, with

> Operation of the 80,000-

seat Stade de France has

been a success. Revenue

from sporting events,

shows and services offered

to contractors amounted

to FRF 457 million.

> As it refocused its

concessions business on

core activities, Groupe

GTM sold its holding in

the company running the

Superdévoluy ski resort to

a specialist operator.

> The operation of prisons

produced the expected

results. There are pros-

pects for development

abroad while the French

prisons administration is

now preparing to renew

current management

contracts in 2001.

In brief …

is in private hands). In fact

the essential compliance with

international quality stan-

dards means inevitable

progress for concessions and

privatizations. In 1999,

Groupe GTM acquired a

34% holding in ADP Man-

agement. The primary

objective of this arrangement

with Aéroports de Paris,

already a partner in the

Phnom Penh airport conces-

sion, is international

development : investment in

privatization and airport

concessions, the operation of

these airports and the provi-

sion of services. In Asia

ADPM acquired a holding in

Beijing airport when it was

first listed on the Hong Kong

stock exchange at the begin-

ning of 2000; this is a

strategic investment and

ADPM signed an assistance

contract for 5 years with

potential for renewal.

As well acquiring a share-holding in Beijing airport,ADP Management alsosigned a partnershipcontract with “BeijingCapital InternationalAirport” (BCIA) the compa-ny responsible for mana-ging and operating the air-port. Backed by the skillsof Aéroports de Paris andGroupe GTM, ADPManagement will also beinvolved in organization

and training, the develop-ment of a transit hub,increasing commercialrevenue, enhancing thequality of services, andoptimizing managementmethods.

Strategic partnership for the development of Beijing airport.

G R O U P E G T M

airports (Bâle-Mulhouse,

Clermont-Ferrand, etc.), cons-

truction of a test track for

Renault, and the Toyota fac-

tory at Valenciennes. Jean

Lefebvre also demonstrated

its reactivity by urgently

completing the construction

of the control station for the

Fréjus tunnel.

Entreprise Jean Lefebvre continued to expand, particularly abroad, thanks to a sustained investmentpolicy. In 1999 business in France and abroad went upby 15.4% in spite of poor weather and a doubling in theprice of bitumen. Over the last three years, sales in theroads sector will have gone up by 50%, other thingsbeing equal.

Turnover

GROUPE GTM ROADS

Sustaineddevelopment

Contribution from the sector to turnover

Group’s 1999 share 2,359 million Euros


Jean Lefebvre

1997 1998 1999

1,7942,055

2,359

30.2%

Investment and external growth

999 was a record year

with nearly one billion

francs invested in equipment

and the acquisition of hold-

ings. In France, the purchase

of the 6 la Meilleraie quarries

from the Lafarge group

increased the Group’s aggre-

gate production capacity by

more than 10%, thus giving

further support to a field in

which Jean Lefebvre is the

leader in France. In other

countries, the acquisition of

majority holdings in the Bitu-

mix and Probisa Chile

companies, together with its

Spanish subsidiary, opens up

new prospects in South

America. Acquisition of the

Ovisa Company in Galicia

adds to the Group’s presence

in Spain.

Major projects During the year the British

subsidiary Ringway com-

pleted the enormous task

of refurbishing road signs

and traffic lights on the

Manchester ring road. The

Czech subsidiary SSZ rebuilt

18 km of railway to modern

standards. In Canada, Con-

struction DJL secured the

contract to rebuild freeway

40 to the east of Montreal.

Other large projects include

Hubbard’s work on route

417 in Orlando and the

widening of two sections of

the I-95 to the west of Palm

Beach, completion of the

Ourossogui-Bakel road (142

km) in Senegal, the continued

construction of the eastern

Nouméa bypass, the con-

struction of 24 km of

the A28 freeway, work at

1

Jean Lefebvre is one of

Europe’s leading roadbuil-

ders. In parallel with its

international development –

accounting for nearly 46%

of turnover in 1999 – the

company has diversified its

28 1 9 9 9 A N N U A L R E P O R TG R O U P E G T M

29

> Entreprise Jean Lefebvreroad construction and main-

tenance businesses, notably

as regards the production of

materials: asphalt, binders,

aggregate, recycled concrete,

clinker from domestic garba-

ge incineration, and so on.

Jean Lefebvre has a solid pre-

sence in France and is the

leading road contractor in

the production of aggregate

and recycling of concrete.


Jean Lefebvre is involved in Groupe GTM developments

in Chile. In 1999 it took a majority holding in the

Bitumix road building company. This Chilean company

has a 25% market share in Chile, particularly with its

16 asphalt production plants distributed

throughout the country.

>ChileA leading position

GROUPE GTM ROADS

Sustaineddevelopment

Environmentfriendly recycling and re-use Every year France pro-duces over 26 million tons of domestic garba-ge, 90% of which is inci-nerated. The solid residueof incineration – clinker – is a resource amoun-ting to nearly 4 milliontons. This cheap material, oncemade inert, can replaceroad materials for a num-ber of purposes. JeanLefebvre owns 5 centersfor the treatment andrecycling of clinker andwill open four moreduring the year 2000.This process gives rene-wed life to this wasteand helps preserve theenvironment.

Tram systems: a market for the future Jean Lefebvre has also moved

into the promising tram mar-

ket. The introduction of

trams – whether the tradi-

tional system running on rails

or the “intermediate” system

on tires – construction

involves an enormous

amount of roadwork. In

1999 Jean Lefebvre worked

on the tramlines under con-

struction in Montpellier and

Orléans, and on the exten-

sion or construction of new

lines in Nantes, Lyon and

Nancy.

31

As part of the Trans Val-de-

Marne Economic Interest

Grouping, which involves

builders of rolling stock, net-

work operators and local

authorities, Jean Lefebvre is

participating in trials, at the

Thiais site, of a new mode of

transport that lies somewhere

between trams and buses.

These tests have demonstrated

the value of Jean Lefebvre

products against the substan-

tial risks of rutting.

Multi-year contracts, targeted contracts: long-term partnerships The operating and mainte-nance contract secured byRingway from the Kent countyauthorities (8,000 km of roadsover 5 years) reflects the deter-mination of Jean Lefebvre toincrease the number of long-

term partnerships based uponthe concept of service.

The performance contract

signed by Construction DJL

with the Quebec Department

of Transport illustrates the

Group’s innovative approach

in contractual matters. This

contract covers the refurbish-

ment of the trans-Canada A20

Worked since the beginning

of last century, the Meilleraie

gravel deposits are of great

importance not only for

the quality of the aggregate

but also for the amounts

produced.

In acquiring 84.86% of

the shares in the Société

nouvelle des Carrières de

La Meilleraie, Jean Lefebvre

now has 12 sites with

an annual output of

2,5 million tons.

The la Meilleraie quarries: purchase

of a site with considerable potential.

highway and is subject to per-

formance guarantees over 5

years based upon ideas of part-

nership and technological

transfer.

Despite the foreseeable reduc-

tion in major projects in

France, compensated by an

increase in investment by local

authorities, the year 2000

opens with fairly encouraging

prospects. The Group’s ability

to grasp opportunities should

enable it to continue its

progress.

31

In 1999, the major event was the acquisition ofEntreprise Industrielle (EI) by Groupe GTM which hasthus secured a powerful actor in the field of electricalengineering and telecommunications. In the industrialsector as a whole, recurrent activities are making progress with multi-year contracts for maintenance and services to industry.

Turnover

AChangeof dimensionits FORAID subsidiary contin-

ued satisfactorily, notably in

Angola, an oil producing

region that is developing

rapidly.

The activities of the Coris

and AMP-C3C subsidiaries

improved appreciably as a

result of their penetration

into civilian telecommunica-

tions, particularly in the

deployment of the SIRCE

network for the American

operator Viatel.

GROUPE GTM INDUSTRIAL

The Georges Pompidou

National Center for Art

and Culture reopened after

3 years of renovation work.

GTMH was responsible for

high voltage and low voltage

electrical systems.

Nigeria for a number of

clients in the oil industry, as

well as in Argentina.

The Nuclear Department

maintained its level of busi-

ness as a result of work

carried out for COGEMA.

The POTEL Automatic Sys-

tems Department made

progress as a result of its

diversification into other than

the car industry sectors.

Activities involving the Very

High Voltage Lines Depart-

ment globally fell back in

France but new work should

be obtained following the

storms of last December. In

other countries business was

favorable, particularly in South

Africa. Despite an appreciable

drop in business in Congo, the

oil industry maintenance activ-

ity developed by GTMH and

GTMH TMH business in 1999

showed growth in France

and consolidation abroad. At

home, its regional activities

varied across the country :

there was good progress in the

east and southeast, with

business more difficult in

Ile-de-France and in the Centre

region.

The Engineering and Major

Projects Department saw sus-

tained activity with the

Girassol project which, as part

of a consortium, concerns the

electrical, instrumentation and

telecommunications aspects

of installations for ELF Angola.

Elsewhere, work is continuing

in Libya, notably for Total.

Projects are developing in

> Renovation of

G


30.2%

1997 1998 1999

590 595518

Delattre-Levivier

1997 1998 1999

158 162 195

GTMH

1997 1998 1999

553 580 619

L’Entreprise Industrielle*

1997 1998 1999

878 853 844

ETPM

1997 1998 1999

589

724652

Contribution from the sector to turnover

Group’s 1999 share

2,368 million Euros

Entrepose

*Annual turnover. The Group’s 1999share of turnover includes only thesecond half of the year.


>Electrical

33

El Audiovisuel, for its part,

contributed its skills in the

areas of multimedia informa-

tion systems and audiovisual

engineering. The company

designed and built the libra-

ry’s information system and

designed and commissioned

the audiovisual facilities for

the Center’s 2 theaters and

cinemas.

the Georges Pompidou National Center

Railwayrenovations in northern Italy The Italian railways(Ferrovie Dello Stato)awarded a substantialcontract for the re-elec-trification of the railwaysin northern Italy to aconsortium for whichSCLE is the leader. Work on renovating theFlorence and Pisa trainstations as well asstretches of line totaling200 km in length shouldtake 31 months.


SCLE continued its expan-

sion in power grids and

catenary systems in France

and Europe, particularly in

Italy. BONMORT had a rea-

sonable year in its traditional

field of electrification in the

Poitou-Charentes regions

and in its industrial and

services activities.

SNEC continued its work on

electrification in Normandy.

AMSE made appreciable

progress during the year in

the Dauphiné-Savoie region.

ENELEC in Gabon and

GTME in Venezuela had to

cope with the fragile

economies of these two coun-

tries following the 1998 fall

in the oil price.

L’ENTREPRISEINDUSTRIELLE Not taking into the civil engi-

neering field, business –

mostly in France – moved

ahead slightly in 1999. As it

entered Groupe GTM, L’En-

treprise Industrielle sold its

civil engineering subsidiary

EIGCC, as well as its sub-

sidiary specializing in test

beds for the automobile

industry. At the same time,

L’Entreprise Industrielle has

built up its activities of inte-

grating communications

networks by acquiring

France Réseaux Systèmes, in

multi-service maintenance by

acquiring IEA Lacq, and in

air conditioning by acquiring

Arizzoli.

The repair and refurbishment

of overhead power lines fol-

lowing the storms at the end

of the year should compen-

sate for the fall in the volume

of work in this field. Work on

undergrounding electrification

grids is developing rapidly.


AChangeof dimension

AMP-3C3 (GTMH) has developed thin-skinned radomes made

of composite materials for protecting civilian or military

radar antennas. With this new technology that uses the

same tools and production techniques as traditional

radomes, the company has gained a highly competitive

edge on the world market.

>High technologyfor radomes

Projects concerned with street

lighting showed progress and

significant orders were

received : lighting for the train-

ing center of the French

Football Federation at Claire-

fontaine, lighting of four Paris

bridges, and the millennium

illuminations in the cities of

Cannes, Grasse and Théoule-

sur-Mer carried out by the

subsidiary Pignatta.

Activities in the industrial

and services sector by the

subsidiaries of EI and of

Verger Delporte remain stable.

Substantial orders were

received, such as the electri-

cal works of the Tanagra

Coeur Défense real estate

project and the renovation of

the central Bordeaux post

office by the subsidiary

Sogilec.

E.I. Audiovisuel made satis-

factory progress in its areas

of institutional audiovisual

and broadcasting.

Work in telecommunications

continued to grow with con-

tracts such as that for

refurbishing the telephone

installations at the University

Hospital Center in Clermont-

Ferrand by Verger Delporte

Centre-Est.

Work on high voltage sub-

stations and power plants

remained stable during the

year despite a general con-

traction of the market.

35

The air conditioning skills

developed by Seitha were

consolidated as its activities

were redeployed towards the

construction of clean rooms,

the ventilation of tunnels

and maintenance services.

Two new projects were

opened in Saint-Etienne and

Cergy-Pontoise and a third

in the Centre region follow-

ing the acquisition of

Arizzoli. Significant orders

were secured during the year

such as those for the ventila-

tion of a tunnel in Cairo,

Egypt, the Rennes metro,

and air conditioning of the

Chatellerault hospital, and

the Lyon municipal archives.

ELG specializing in the inte-

gration of electronic defense

systems, continued its devel-

opment.

GTMH-EI A unified electrical business in 2000During the year 2000 GTMH

and L’Entreprise Industrielle

will combine to form a com-

prehensive electrical business

capable of handling high and

low voltage projects in the

industrial and services field,

electrification works, telecom-

munications systems and

networks, and air condition-

ing engineering. In order to

build on its activities this new

group will continue its efforts

to grasp all opportunities for

contracts in multi-technique

global maintenance or the

externalization of services.

ENTREPOSEBusiness reorganizedand sustained abroad

ntrepose set up a new organi-

zation at the beginning of the

year in order to increase its com-

petitivity. In 1999, 35% of its

business was overseas. Within the

Entrepose Montalev Services

Division, the activities of the

branch network and nuclear serv-

ices grew by 9%. The teams from

the Entrepose Tsi and Montalev

Departments were integrated rap-

idly in a satisfactory manner. The

works departments obtained con-

tracts such as those for laying

composite and steel pipes for the

two drilling platforms for DCN

International in Brest, as part of a

consortium; the prefabrication

and erection of two cracking fur-

naces for ESSO at Gravenchon;

the dismantling, as part of a con-

sortium, of the Brennilis nuclear

power plant; the initiation of a

contract as a general contractor

for the construction of a water

transport facility in New Caledo-

nia. The Complex Projects design

and construction teams were rein-

forced. Entrepose affirmed its

strength in the oil and gas industry

through projects concerned with

storage, pumping stations, pro-

cessing and compression.

E

>Industrial installations and maintenance

Technical prowess in high speed

telecommunicationsIn 1999, VIATEL, the ope-

rator of the first pan-

European high-speed

telecommunications

network, opened its first

local loop between the

United Kingdom, France

and Germany. CORIS

deployed this network

between Nancy and

Saverne, and between

Paris and La Défense as

well as the Amiens

bypass in a very short

time, and also built the

technical facilities on a

turnkey basis. This pro-

ject necessitated the

laying of nearly 200 km

of cables and the making

of more than 12,000

optical fiber connections.

Airside lighting in the Fedex freight zone – Roissy airport (GTMH)

35


Montalev Services. In Asia,

a feature of the year was

the award of a large con-

tract in Malaysia to man-

ufacture 35,000 bleacher

seats for the formula 1 Grand

Prix in Kuala Lumpur.

shipyards. Abroad the Entrepose

Mills International Economic

Interest Grouping saw consid-

erable growth, marked by the

development of two projects:

in Martinique with Delattre-

Levivier, and in Portugal in

partnership with Entrepose

In the United Kingdom, activi-

ties expanded with the

construction at Beattock, in

Scotland, of a large compres-

sor plant intended to increase

gas supplies to Northern Ire-

land. In the Middle East, as in

Nigeria, business remained at

a high level, notably with the

start-up of the BELEMA proj-

ect, a gas compressor station

to be installed on platforms in

the Niger delta. Commercial

progress was very marked

around the Mediterranean, in

Europe, in Central Asia

around the Caspian Sea, and

on the African continent.

There are prospects in Algeria

where a number of substantial

bids have been submitted to

Sonatrach for pipelines and

compressor stations. In West

Africa, prospects in water

engineering resulted in the

opening of a regional repre-

sentative office in Senegal.

In the specialist businesses,

work on pipes and pipelines

was mainly in France and the

United Kingdom. In Scot-

land, Entrepose contributed

to BP developments in

Grangemouth, and in Bel-

gium where the company

built a gas pipeline for Dis-

trigaz (the Tractebel Group).

Similarly, work on the

design, construction and

erection of large oil and gas

tanks was reinforced by the

takeover of the CMP

Dunkirk factory and the

introduction of a single com-

mercial organization known

as CMP Entrepose. Work

continued around the world,

principally in Europe and

Asia and particularly in

China. A major feature of

engineering design and com-

plex lifting operations was

the completion of a light-

house project in the port of

Brest. In power engineering,

work was refocused on the

design, maintenance and

modernization of large instal-

lations (power production,

cementmaking, stacks, boiler

setting and so on). The com-

prehensive services covering

industrial heat engineering,

refractory products, stacks

and boiler repairs were com-

bined and regionalized under

the single name of Ferbeck &

Vincent which benefits from

a considerable reputation.

Finally, the restructuring of

the paper industry services

business within the Group

resulted in Siempa being

transferred to Lozai (Delat-

tre-Levivier) at a time when

there was considerable new

investment in the conversion

of paper and board

machines.

The volume of business of

Entrepose Echafaudages

went up by 13%. It did par-

ticularly well in services to

industry, despite the very

marked recession in this

activity in public works and

in France as regards historic

monuments, industry and


>Gaz storage in China

As part of the “France-Morocco year”, Entrepose contributed to the classic reconstruction of the Porte de Meknès

on the place de la Concorde in Paris

AChangeof dimension

CMP-Entrepose is building large gas storage tanks in China.

Following completion of the contract covering the supply

of 4 spheres of 10,000-cu. meter capacity and providing

technical assistance with their erection in Xian, Entrepose

is building 10 identical spheres in Beijing. This specialty

is also expanding into the area of long-term maintenance.

37

Mills has had to cope with the

recession in public works and

the termination of work on

the high-speed train known

as TGV Méditerranée. The

firm has redeployed to other,

more healthy markets such as

the erection of structures

needed for restoring the

Limoges station.

DELATTRE-LEVIVIERExternal and internalgrowth: higher volumesIn 1999, Delattre-Levivier’s

business increased by 20%,

half due to internal growth

and half to external growth

operations, particularly the

purchase of the Alsace com-

pany Cocentall. With estab-

lishments in Strasbourg,

Mulhouse and Colmar,

Cocentall which specializes in

mechanical machining and

system maintenance work,

has over 320 clients through-

out industry and provides

Delattre-Levivier with a strong

regional foothold in eastern

France. During the year, Delat-

tre-Levivier also secured two

contracts that strengthen its

position as a global multi-

technique and multi-service

maintenance operator: all

maintenance on the petro-

chemicals and refining

platform of Esso-Exxon in

Normandy; for CERN in

Geneva, total maintenance

and the operation of all trans-

port handling and logistics

systems.

ETPMGroupe GTM quits offshore In 1999, Groupe GTM decid-

ed to sell ETPM to the

Norwegian company Stolt

Comex Seaway for 273 mil-

lion dollars. This formed part

of the refocusing of Groupe

GTM activities on its core

businesses. This will enable

ETPM to continue its interna-

tional development by

forming, jointly with Stolt

Comex Seaway, one of the

world’s leading groups in oil

installations. This entity will

achieve sales of 1.3 billion

euros and will be in a unique

position for deepsea works.

The construction of two

semi-submersible drilling

platforms involved

Montalev Levage in trans-

fer operations by barge

from Saint-Nazaire to

Brest and exceptional lif-

ting operations at that

harbour. Lifting decks

weighing 6,500 tons to

heights of over 30 meters

using masts and linear

winches in Brest harbor

constituted a world first.

A world first in complex lifting

operations

37

In France : return to growth

espite the absence of any

major national projects,

the public works sector saw

slight growth as a result of

orders from local authorities

while building profited from

the recovery in house sales

stimulated by the Périssol tax

arrangement.

At the end of 1999 Chantiers

Modernes joined the French

network spearheaded by GTM

Construction whose regional

organization, from the oper-

ational standpoint, now

combines all the Group’s

Groupe GTM now works in the field of Building and CivilEngineering through two companies: DUMEZ-GTM forinternational and majors projects and GTM Construction inFrance. 1999 saw a recovery in construction and publicworks in France and a refocusing on major sites abroad. The geographical distribution of activities has stabilized at 61% in France and 39% abroad, half in building andhalf in civil engineering. This field now accounts for 29% of Group turnover.

Built on the A89 motorway

between Auvergne and

Limousin, the Chavanon

viaduct is a structure of

unique design with its two

inverted V towers 70 m high

> On the A89:

D

Turnover

GROUPE GTM BUILDING & CIVIL ENGINEERING

Refocusingcompleted

Contribution of this area toturnover : Group 1999 share

2,270 million Euros


DUMEZ-GTM*

29%

1997 1998 1999

1,028 1,0171,135

GTM Construction

1997 1998 1999

1,414 1,378 1,419

CFE Belgium

1997 1998 1999

570 572648

1997 1998 1999

470 454 442

Wiemer & TrachteGermany

French subsidiaries in build-

ing and civil engineering.

Two large projects were com-

pleted in 1999 : the viaducts

in Avignon for the high speed

train (TGV Méditerranée)

and that at Chavanon over

the A89 motorway. In build-

ing, the Evergreen hotel in

Levallois was handed over to

Elige. The principal orders

received include several earth-

works projects for ASF on the

A66 and A89 motorways, a

similar project for the Nancy

tram system, and three hotels

for Accor. Work continued on

the Axis building for Unibail*direct business and shares of CFE and Wiemer & Trachte

G R O U P E G T M 38 1 9 9 9 A N N U A L R E P O R T

in Neuilly, the court buildings

in Avignon and Grenoble,

and the incineration plant for

Econotre (Novergie).

International projects The direct business of

DUMEZ-GTM was divided

between Europe (44%), Asia

(23%), the Americas (22%),

Africa and the Middle East

G R O U P E G T M

39

and its suspended 9,000-ton

deck, which elegantly bes-

trides the 360-m wide chasm

in the rock to a depth of

60 m. A spectacular tech-

nique developed by GTM

Construction was used for

positioning the deck which

was laid in 2 sections of

180 m, built simultaneously

from the two banks.

The Chavanon viaduct


(11%). The increased business

in Europe was due to the

intensified work on the Rion-

Antirion bridge in Greece and

the tunnels and viaducts for

the high-speed train link

between Dover and London.

In Asia, an important series of

tunnels for the Hong Kong

metro was started in 1999,

while the Ertan dam (China)

on which work started in

1991, was handed over to the

client. Orders received in 1999

include the Chillan-Collipulli

motorway (Chile) under a con-

cession obtained by Groupe

GTM, a railway tunnel in the

Netherlands, as a member of a

consortium of contractors with

the Belgian subsidiary CFE,

and the mole for the port of la

Condamine in Monaco, again

in a consortium.

Some of this direct activity

involves subsidiaries. In

1999 the Hungarian sub-

sidiary (Hidepitö) built the

water treatment plant for

Budapest South while work

on the Zela viaduct contin-

ued. The Czech subsidiary

SMP specializes in bridge-

building and saw a slight

increase in its workload. The

A subsidiary of GTM Construction, Entreprise Petit,

secured the contract for the continued modernization

of the Roland Garros tennis stadium. The courts will be

rebuilt to the stadium’s own architectural style and should

be completed in 2001 for the “Internationaux de France”.

>Roland Garros

renovated for the “Internationaux de France”.

GROUPE GTM BUILDING & CIVIL ENGINEERING

Refocusingcompleted

- Construction of tunnels on the A86 motorway in the west of Paris and those for the high speed rail link between London and theChannel Tunnel.- With its Belgian subsidiaryCFE, completion in a consor-tium of the contract for theconstruction of thePannerdensch tunnel, in theregion of Arnhem in theNetherlands. This tunnelforms part of the new“Betuwe Route” rail linededicated to freight trans-port between the port ofRotterdam and Germany. Theproject consists essentiallyof a bored double tunnelcarrying the tracks under thePannerdensch canal (a tribu-tary of the Rhine). The 4-year project includes theconstruction of two tunnelseach 1,600 m long, boredusing a “mud pressure” tunneling machine, with an inside diameter of 8.65 mand two access ramps each600 m in length..- In a consortium, the contractfor work on the Mitholz tun-nels, in Switzerland, in theCanton of Berne. This 6-yearcontract covers the construc-tion of 25 km of railway tunnels, excavated using explosives, requiring a total of 1,650,000 cubic meters of ground to be excavated.This is the largest section of the works for the crossing of the Lötschberg.

DUMEZ-GTM involved in a number ofmajor Europeantunnel projects in Europe

Between Rion and Antirion in Greece, the bridgebeing built under the supervision of DUMEZ-GTMis nearly 3 km in length. The first stage is tobuild the first 2 caissons 90 m in diameter and 13 m high on a drydock; once completed theywill be towed to their final position and positionedon the seabed to accommodate the bridge piles.

41

bridges on the Trebonice-

Resy road were handed over

at the end of the year and

work on the Rabuza bridge is

approaching completion.

Foreign subsidiaries:progress by CFE The level of activities of the

German company Wiemer und

Trachte, in which DUMEZ-

GTM has a 50% holding, fell

slightly compared with the

previous year owing to the

depressed situation of the

building industry in Germany.

In Belgium on the other hand,

the business of CFE, in which

the Group is the largest share-

holder with more than 45%,

saw a rise of 13,3%. The Bel-

Begun in 1995, the construc-

tion of the 250 km of

high-speed lines required

the construction of some

500 bridges and similar

structures. GTM

Construction has been

involved in a number

of projects : earthworks

totaling 23.5 million tons

of fill, sewerage, drainage,

erection of noise barriers,

retaining walls and

209 bridges, etc., the most

noticeable of which are

the Avignon viaducts, and

the Bonpas tunnel and

viaduct, as a member of a

consortium. Construction

of the Avignon viaduct

(each 1,500 m long)

will have taken 3 years.

TGV Méditerranée : completion of France’s

biggest project

gian subsidiary is an indus-

trial group working in the

areas of building, civil engi-

neering, industrial construc-

tion, electrical installations

and dredging. Sales by the

Buildings and Industrial Con-

structions Department were

up in Belgium, Luxembourg,

Hungary and Poland. The

Civil Engineering Department

saw a net increase in work,

with CFE completing large

projects in Belgium and the

Netherlands. The electrical

installations side is continu-

ing its development and

diversification.

Consolidation ofturnkey contractarrangements

urnkey business in 1999

was sustained and better

distributed than in 1998

when a third of the strong

growth in turnover came

from the supply of a large

mineral water complex in

Russia. This trend should be

confirmed by the contracts

signed during the last few

months of the year.

A move towards globalproject managementIn the field of infrastructure,

securing the contract for one

of the major sections of the

TGV Est Européen (High-

Speed Train Services in

eastern Europe) marks the

trend towards global project

management in an area long

reserved merely to technical

design work. This is also the

case of urban transport sys-

tems which have continued

and diversified their develop-

ment : we may mention in

particular the tracked tram

systems (in Grenoble,

Nantes, Bordeaux and Valen-

ciennes) or trams running on

tires (Nancy and Clermont-

Ferrand), automatic light

metro systems (Rennes and

Toulouse). In other countries,

works supervision of the

Seoul – Pusan high-speed

train system was marked by

the opening at the end of

1999 of the first stretch by

the South Korean authorities.

Building: Major successes in contract managementThe handover of the Euro-

pean Federal Express Center

at Roissy was a major success

in the complex project man-

agement for the construction

of the buildings (covering

77,000 sq. m.). This project is

In 1999, Ingérop’s strategy was confirmed by its resultsand the investments made : predominance of overall project management, targeted development of turnkeycontracts for complex industrial facilities, and internationalexpansion. With the strengthening of its industrial sidethrough external growth, Ingérop has become one of themajor players in diversified engineering consultancy inFrance.

Turnover

GROUPE GTM ENGINEERING CONSULTANCY

Skillsreinforced

Contribution from the sector to turnover :


125 million Euros


Ingérop

1.6%

1997 1998 1999

86

130 125


T

Arts et Civilisations Museum,quai Branly in Paris

(Architect : Jean Nouvel)

a good illustration of the

desired move towards broad-

er and more complex building

design. Project management

for the installation of the PSA

factory in Brazil, in Rio de

Janeiro state, followed the

same approach. Architec-

turally designed buildings had

a successful year : handover of

the UEFA general secretariat

in Nyon in Switzerland (archi-

tect : Patrick Berger), and

assistance with project man-

agement for the completion of

the European Parliament

building in Strasbourg. In the

cultural field, Ingérop was

made project manager for the

renovation and reorganiza-

tion of the “Petit Palais”

museum and for the Musée des

Arts et Civilisations in Paris.

Industry: Strengthened skills and reinforced imageIngérop strengthened its indus-

trial side with its May 1999

acquisition of Litwin France, a

subsidiary of Raytheon Engi-

neers & Constructors which

has built up a considerable rep-

utation with its oil/chemicals

processing units, having major

clients in France and abroad.

The new Ingérop-Litwin entity

now offers a diversified range

of skills from energy produc-

tion to the recycling of waste,

from oil production to the

manufacture of polymers. Fol-

lowing the important step in

Lisbon, two combined genera-

tion units were awarded to

Ingérop on a turnkey basis:

one for the Modo Paper paper-

making plant in the Oise, the

other – in partnership with

Elyo Ile-de-France – for Aéro-

ports de Paris at Roissy. As

regards energy recovery from

domestic and similar waste,

two operations in China are

worthy of note: the site for the

future Shanghai-Pudong facto-

ry was opened, while with the

same partner, ABB-Alstom and

GTMH, a new turnkey con-

tract was signed by Ingérop for

a factory in Beijing –

Chaoyang.

43

>TGVInnovation for the Eastern Europe high speed train

Izmit Raffiner Turkey

For the first time ever, French Railways is allowing private engineering designers

to compete for the civil engineering project management of a high-speed train

service, that which will link Paris to Strasbourg. Ingérop was awarded section B,

with a length of some 60 kilometers between Château-Thierry and Reims, inclu-

ding a number of exceptional bridges, in a mixed urban and rural environment.

Ingérop was also made responsible for co-ordination and communication in res-

pect of this section which was regarded as the most sensitive.


uring the first half of

1999, housing sales

were firmly sustained by pur-

chases by individual investors

under the Périssol tax reduc-

tion scheme. Over the year as

a whole ELIGE sold nearly

1000 apartments, or 16%

more than in 1998.

The housing market remains

healthy and, after an inter-

val, purchases by individual

investors encouraged by the

Besson tax reduction scheme

should resume. At the end of

1999 the stock of apartments

begun but not sold had been

reduced to 324 and ELIGE is

offering projects the very

great majority of which are

eligible for Besson tax reduc-

tion scheme.

As regards offices and busi-

ness property, the recovery

was confirmed. Initially evi-

dent in Paris, it extended to

the suburbs and to certain

provincial cities. ELIGE sold

a few industrial buildings,

ready to occupy, together

with a large office complex in

Luxembourg. It was also

appointed as project manager

for the renovation of Paris

buildings.

ELIGE is involved in the

hotel sector mostly as a serv-

ice provider and operations

manager. In 1999 a 340-

room hotel in Levallois was

handed over to the Taiwan

group Evergreen, and 6

hotels for the Accor group of

which 3 are in the Paris area,

1 in the provinces and 2 in

Spain. Directed by Elige, the

complete renovation of the

Four Seasons George V hotel

was completed. In con-

junction with Nouvelles

Frontieres, the construction

of 5 hotels in Polynesia is

under consideration.

Elige benefited from the end of the Périssol tax reductionscheme and the recovery in the real estate business. It also showed good results in the hotel sector where it is involved in project management.

1.3%

1997 1998 1999

25

131

100

Turnover

GROUPE GTM REAL ESTATE

Recoveryconfirmed

Elige directed the project for the complete renovation

of the George V hotel in Paris. This building, the property

of Prince Al Walleed, opened its doors at the end of 1999

after 18 months of work.

>The George V hotelentirely renovated


Elige

Contribution from the sector to turnover:


100 million Euros

D

45

Financialreport

CONTENTS

> Board of Directors’ Report (main extracts) 46

> Consolidated Financial Statements 49


GROUPE GTM

Ladies, Gentlemen,

In accordance with Article 32 of the Articles ofIncorporation, you have been summoned to attend thisAnnual General Meeting to hear the annual reports andaccounts for the financial year ended December 31,1999, presented by your Board of Directors andStatutory Auditors.

This year, our net income, group share, rose sharplyreaching a figure of 143 million euros, compared with 65 million euros in 1998. Excluding income from thesale of the offshore activity, and including deferred taxdebits taken into consideration in 1999, net income wasup by 39%.

Consolidated turnover, 39% of which was achievedabroad, amounted to 7.8 billion euros (FRF 51.3 billion),compared with 7.4 billion euros in 1998. The 1999figure includes one semester's activity for our subsidiary,L'ENTREPRISE INDUSTRIELLE, acquired in mid-1999. With the same consolidation scope, there was a3% increase in turnover compared to the previous finan-cial year: the good performance of the electricity androads sectors offset the decrease in business activity of ENTREPOSE and ETPM. The Building & CivilEngineering's relative share of the Group's turnover wasreduced from 34.5% to 29%.

Pre-tax income rose by 20% compared to 1998, to 156 million euros. Income from equity accountedcompanies amounted to 61 million euros, comparedwith 32 million euros, reflecting the improvement in COFIROUTE's results and the fact thatSOLÉTANCHE BACHY, in a loss situation in 1998, isno longer included in the consolidation, due to thereduction of our interest to 19%.

Extraordinary net income/expense was close to thebreak-even mark, with the capital gains on the sale ofETPM offsetting the provisions for risks and charges setup on the recommendation of the Board of Directors.

The year's net income included a deferred tax debit of 33million euros (FRF 217 million). Recognition of this

amount was possible due to good visibility in 1999 overGROUPE GTM's anticipated fiscal situation.

The sale of the offshore activity (ETPM shares and barges), net of tax and commitments taken with respect to the purchaser, amounted to 26 million euros(FRF 169 million). The sale of the balance of ETPM'sequity, which took place in early February 2000, willgenerate an additional capital gain, net of tax, in theregion of 75 million euros (FRF 490 million).

Cashflow was 373 million euros (FRF 2.45 billion) showing a 13% increase over 1998. At the end of 1999,the Group's equity stood at 890 million euros (FRF 5.8 bil-lion), against a figure of 736 million euros (FRF 4.8 bil-lion) in 1998. This increase reflects the sharp growth inincome in 1999 and, to a lesser extent, the rise in the cap-ital stock reserved for employees.

GROUPE GTM SA's net income amounted to 41 millioneuros (FRF 269 million), compared with 9 million euros(FRF 61 million) in 1998.

ConcessionsThe concession's activity expanded significantly in1999:> Car parksIn France, LES PARCS GTM acquired GIS (15,000 spaces)and continued its expansion with the acquisition of concessions in several towns, including Chambéry,Perpignan and Périgueux.On the international front, LES PARCS GTM obtainedfacilities in Chile (1,250 spaces) and in Hong Kong, withthe acquisition of ADAMS PARKING (30,000 spaces),the second largest parking operator in Hong Kong.Finally, LES PARCS GTM acquired TFM in England, inearly 2000. The company manages around 120,000 spaces,mainly in street-parking facilities.

> In the transport infrastructure sectorGROUPE GTM moved into Chile with the acquisition of81.25% of a 160-kilometer highway concession betweenChillan and Collipulli. The 21-year concession shouldgradually enter into service, starting in 2001.

GROUPE GTM BOARD OF DIRECTORS’ REPORT

Board of Directors’ ReportMain extracts

47

COFIROUTE continued to expand its business in 1999,with a 7% rise in turnover. At the beginning of the year,COFIROUTE was again awarded the concession for theA86 in the Paris Area. Work for this concession amountsto FRF 11 billion and started up again at the end of 1999.

> In the airport sectorGROUPE GTM took a 34% interest in the capital ofADPM, ADP's international development subsidiary.Via ADPM, the Group has become a “strategic partner”of Peking airport with 10% of the capital stock reservedfor the reference partner.

Building and civil engineeringDUMEZ GTM's consolidated management turnoveramounted to 2.44 billion euros (FRF 16 billion) whichwas a similar performance to the previous year.

In France, business was up by 2%, thus reflecting arecovery on the French market, while foreign businesswas down, due to the completion of important interna-tional contracts during 1999.

A significant event during the year was the merger of theactivity of CHANTIERS MODERNES and GTM CONSTRUCTION, following on from the merger of the activity of DUMEZ CONSTRUCTION/GTM CONSTRUCTION in 1998. DUMEZ GTM now operates in France through GTM CONSTRUCTIONwhich heads all the GROUPE GTM's regional buildingand civil engineering activities. This company is present ona local basis via the GTM, DUMEZ and CHANTIERSMODERNES trading names.

DUMEZ GTM's results continued to improve during1999, following on from 1998 which was marked by areturn to profit.

RoadsThe consolidated turnover of ENTREPRISE JEANLEFEBVRE, wholly owned by GROUPE GTM follow-ing the squeeze out operation in June 1999, rose to 2.37billion euros (FRF 15.6 billion), up 15%. This increaseresults both from favorable development of business in

France in 1999 and from the acquisition of BLYTHE inNorth America and SAGED in France.

During the year, ENTREPRISE JEAN LEFEBVRE continued its external growth policy by moving intoChile with the acquisition of BITUMIX.

Industrial activities> Industrial installations"Industrial installations and maintenance" turnoveramounted to 713 million euros (FRF 4.7 billion); thisdecrease of 5.8% over 1998 was specifically due to theanticipated downturn in the pipeline activity.

DELATTRE LEVIVIER's turnover and net income forthe year was good and ENTREPOSE achieved a substan-tial reduction in its deficit compared with 1998 andhopes to return to a profit situation in 2000.

> ElectricityThe significant event in 1999 was the acquisition ofL'ENTREPRISE INDUSTRIELLE by means of atakeover bid. Following its merger with GTMH in 2000,the company will become one of France's leaders in theelectricity services and maintenance sector. This newentity, well positioned on high-expansion markets, nowconstitutes an important pole for GROUPE GTM. 1999turnover for the electricity sector, including onesemester's activity for L'ENTREPRISE INDUSTRIELLE,reached the 989 million euros (FRF 6.5 billion) mark.

> OffshoreETPM's turnover remained stable throughout the year at afigure of 652 million euros (FRF 4.3 billion). GROUPEGTM decided to sell this company which resulted in significant capital gains in 1999 and 2000. This operationconfirms the continued refocusing of GROUPE GTM'sbusiness activities and has enabled it to step up its expansionin its principal professional sectors, particularly in the fieldsof maintenance and concessions. In addition, it givesETPM the means to continue its international expansionby forming one of the world's leading offshore installationservices groups with STOLT COMEX SEAWAY.


GROUPE GTM

Miscellaneous> In Real EstateELIGE's business was steady, with a reservation amountin the region of 100 million euros (FRF 653 million) andthe activity has generated a clearly positive profit figure.

> Engineering consultancyINGEROP's activity amounted to 125 million euros (FRF 818 million), slightly down over 1998 when majorturnkey operations were recorded.

INGEROP has consolidated its industrial engineeringcapacities, in the oil sector in particular, with the acquisi-tion of the French branch of LITWIN, a subsidiary ofRAYTHEON.

OutlookThe Group order book as of January 1, 2000, amountedto 4.7 billion euros, an increase of 13%. L'ENTREPRISEINDUSTRIELLE is included in this order book whichdoes not include the offshore activity which was sold atthe end of the year.

Order books have increased for all sectors, withENTREPRISE JEAN LEFEBVRE showing a particu-larly significant rise. The Group's 2000 turnover isexpected to be similar to 1999, with the acquisition of L'ENTREPRISE INDUSTRIELLE offsetting the sale ofETPM in terms of volume of activity.

Unless any significant hitherto unknown quantities affectperformance, a further increase in consolidated income isexpected in 2000.

GROUPE GTM BOARD OF DIRECTORS’ REPORT

Consolidated Financial Statements> Financial Highlights 50

> Business Segment Information 51

> Income Statement 52

> Statement of changes in Financial Position 53

> Consolidated Balance Sheet 54

> Notes to 1999 Financial Statements 56

Statutory Auditors’ Report> Statutory Auditors’ Report 77

49

CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS

50G R O U P E G T M A N N U A L R E P O R T 1 9 9 9

GROUPE GTM CONSOLIDATED FINANCIAL STATEMENTS

Financial Highlights

(Consolidated data in millions of euros, unless otherwise stated) FY 1999 FY 1998 FY 19971. Turnover, group share (a) 7,823 7,376 6,883

including foreign turnover (a) 3,071 3,214 2,905

2. Order book, group share (12/31) 4,688 4,964 4,686

3. Income:

> pre-tax income before exceptionals 156 108 77

> consolidated income 155 64 48

> net income, group share 143 65 39

4. Working capital provided from operations 373 329 311

5. Acquisition of fixed assets 596 466 403

6. Shareholders’ equity, group share 890 736 736

7. Shareholders’ equity, group share and minority interests 1,023 867 891

8. Share capital market value as of 12/31 1,489 1,351 931

9. Data per share (in euros):

> income, group share (b) 9.35 4.28 2.57

> cash flow (b) 24.39 21.70 20.72

> net dividend distributed 2.35 1.50 1.30

> share capital, group share (c) 57.68 48.17 48.85

> share price as of December 31 96.50 88.42 61.74

(a) Turnover during the year, calculated by proportional integration of all the companies in the group.(b) Data calculated on the basis of the average weighted number of shares during the year.(c) Data calculated on the basis of the number of shares in existence at financial year-end

L

Turnover, group share (in millions of euros) FY 1999 FY 1998 FY 1997Concessions 492 451 388Roads 2,359 2,012 1,824Industrial activities 2,368 1,996 1,662Building and civil engineering 2,270 2,549 2,823Other activities 334 368 186

Total 7,823 7,376 6,883(Turnover achieved during the financial year, calculated by proportional integration of all the companies in the group.)

Net income, group share (in millions of euros) FY 1999 FY 1998 FY 1997Concessions 66 50 45Roads 30 25 18Industrial activities 31 31 31Building and civil engineering 13 7 -27Other activities 3 -48 -28

Total 143 65 39

Acquisition of fixed assets (in millions of euros) FY 1999 FY 1998

Concessions 12 76 30Roads 96 58 102 40Industrial activities 74 140 132 43Building and civil engineering 96 7 79 27Other activities 3 34 5 8

Total 281 315 318 148

Fixed assets (in millions of euros) December 31, 1999 December 31, 1998

Concessions 451 388 461Roads 400 173 353 224Industrial activities 149 72 252 92Building and civil engineering 318 66 296 74Other activities 54 175 72 50

Total 1,372 874 973 901

Number of employees December 31, 1999 December 31, 1998

Concessions 348 1,688 1,569 3,605 346 1,556 695 2,597Roads 1,716 4,646 16,022 22,384 1,486 3,954 13,360 18,800Industrial activities 3,049 7,181 10,233 20,463 2,041 4,351 7,018 13,410Building and civil engineering 2,176 4,191 14,256 20,623 2,458 4,994 19,014 26,466Other activities 680 126 546 1,352 637 70 626 1,333

Total 7,969 17,832 42,626 68,427 6,968 14,925 40,713 62,606(Workforce of companies included in the consolidation scope, irrespective of consolidation method used.)

51

Business Segment Information

Financialassets

Financialassets

Intangible and tangible

assets


assets

Financialassets

Financialassets


assets

TotalWorkersEngineers

and Executives

TotalWorkersClerical and

TechnicalStaff

Engineersand

Executives


assets

Clerical andTechnical

Staff

Operating income (excluding reinstatement of provisions)

Revenue from works and services 8,358 7,440 7,314 6,796 Variation in inventory/work in process -662 -437 -432 -165Total sales 1 7,696 7,003 6,882 6,631Capitalised expenses 48 52 51 19 Other income 123 116 114 74 Expenses charged to third parties 165 136 133 129

8,032 7,307 7,180 6,853

Operating expensesPurchases and outside services 2 -5,477 -5,045 -5,004 -4,811 Taxes and similar payments -136 -122 -115 -116 Salaries, wages and social charges -1,992 -1,759 -1,739 -1,676

-7,605 -6,926 -6,858 -6,603Equity income from joint operations 11 55 55 56 Allowance for depreciation 3 -247 -238 -219 -184 Net allowance for reserves 4 -17 -33 -30 -28Operating income 174 165 128 94

Revenue from unconsolidated interests 9 4 4 1 Currency loss/gain 8 -8 -7 5 Net interest -34 -31 -17 -22 Net provision allowance -1 -1Financial expense 5 -18 -35 -20 -17

Pre-tax income before exceptionals 156 130 108 77

Income from the sale of fixed assets 99 44 44 Other and extraordinary income and expense -27 -22 -25 -46 Net provision allowance (or reinstatement) -76 -53 -54 17 Extraordinary expense 6 -4 -31 -35 -29

Income tax 7 -40 -52 -41 -24 Share in net profits of equity accounted companies 61 32 45 37Consolidated net income before amortization of acquisition goodwill 173 79 77 61

Amortization of acquisition goodwill -18 -15 -13 -13Consolidated income 155 64 64 48

Net income group share 143 65 65 39Minority interests 12 -1 -1 9



Income Statement

FY 1997FY 1998FY 1999 FY 1998pro forma

Note(in millions of euros)

L

Initial cash position 363 358 292

Exchange rate differences 12 -4 -10

Changes in reporting entity and miscellaneous 91 -2 -22

Adjusted initial cash position 466 352 260

Cash flow 373 329 311

> Net income from fully or proportionally consolidated companies 94 19 11

> Dividends from companies accounted for under the equity method 35 33 25

> Allowance for depreciation 265 232 197

> Net allowance for long-term provisions 112 110 81

> Elimination of net capital gains -99 -61 -14

> Deferred taxes and miscellaneous -34 -4 11

Changes in working capital shortfall 256 258 19

1 - Net cash inflow from operating activity 629 587 330

Acquisitions or increase in fixed assets -596 -466 -403

> Tangible and intangible fixed assets -281 -318 -238

> Equity investment -285 -108 -96

> Other financial fixed assets -30 -40 -69

Changes in expenses to be deferred to future years -18 -18 -22

Sale of or reduction in fixed assets 182 132 86

> Tangible or intangible fixed assets 47 72 37

> Equity investment 108 31 25

> Other financial fixed assets 27 29 24

2 - Net cash inflow from investment activity -432 -352 -339

Dividends paid -29 -26 -24

Repayment of borrowings -171 -484 -163

Increase in borrowings 116 275 286

Increase in share capital and minority interests 16 11 8

3 - Net cash inflow from financing activity -68 -224 107

Total cash inflow (1 + 2 + 3) 129 11 98

End-of-year cash position 595 363 358

53

Statement of Changes in Financial Position

FY 1997FY 1998FY 1999

(in millions of euros)

Intangible assets 8 541 169 372 344 31 25

Acquisition goodwill 9 298 104 194 164 153 127

Tangible fixed assets 10 2,406 1,406 1,000 1,061 942 734

Companies accounted for under the equity method 11 412 412 282 387 389

Other long term investments 12 184 97 87 102 102 60

Loans and advances 13 212 31 181 194 259 265

Total fixed assets 4,053 1,807 2,246 2,147 1,874 1,600

Inventory and work in progress 14 791 31 760 1,320 1,317 1,707

Trade receivables and similar 15 2,731 124 2,607 2,287 2,273 2,238

Other receivables 16 928 98 830 902 895 1,006

Total current assets 4,450 253 4,197 4,509 4,485 4,951

Marketable securities 17 346 346 285 285 315

Cash 395 395 364 358 374

Total liquid assets 741 741 649 643 689

Prepaid and deferred expenses 18 224 224 151 149 115

Total assets 9,468 2,060 7,408 7,456 7,151 7,355



Consolidated Balance Sheet - Assets

As ofDecember 31,

1997

As ofDecember 31,

1998

As ofDecember 31,

1998pro forma

Depreciation and Reserves

NetGrossNote

As of December 31, 1999(in millions of euros)

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Capital stock 123 116 116 115 Additional paid-in capital (share premiums) 311 328 328 332 Reserves 313 227 227 250 Group net income 143 65 65 39 Total shareholders’ equity 19 890 736 736 736

Minority interests 20 133 132 131 155

Provisions for liabilities and charges 21 1,004 875 858 693

Perpetual subordinated debt 22 28 33 33 37

Borrowings 23 850 872 653 769Advances received or invoiced on work in progress 24 780 1,492 1,491 1,788 Trade payables and similar 25 1,765 1,563 1,551 1,540Other payables 26 1,484 1,229 1,217 1,168Total debt (apart from subordinated debt) 4,879 5,156 4,912 5,265

Bank overdrafts 147 287 279 331

Deferred revenues and similar 27 327 237 202 138

Total liabilities 7,408 7,456 7,151 7,355

55

Consolidated Balance Sheet - Liabilities

As ofDecember 31,

1997

As ofDecember 31,

1998

As ofDecember 31,

1999

As ofDecember 31,

1998pro forma

Note

(in millions of euros)

General PrinciplesThe consolidated financial statements have been prepa-red in accordance with the provisions of the law ofJanuary 3, 1985 and the enforcement order.

A - Presentation of theaccountsThe Group has decided to adopt the full consolidationmethod from 1999 onwards for the car park and hydroe-lectric power station operator companies. To provide asuitable basis for comparison with 1998 accounts, it hasseemed appropriate to establish a pro forma balancesheet and income statement using the consolidation rulesadopted in 1999. The consolidation scope used to set upthese pro forma accounts is identical to that used for thefinancial statements published at the end of 1998.

B - Accounting Principlesand Valuation MethodsConsolidated subsidiaries

Consolidation includes French and foreign companieswith a turnover in excess of 5 million euros and holdingcompanies with interests that can be consolidated or withother significant assets.

The 5-million euro threshold may be lower for someconsolidated sub-groups included in GROUPE GTMaccounts.

Consolidation methods

In view of the modification of the consolidation method forcar park operators and hydroelectric power stations adop-ted in 1999, the consolidation methods are now as follows:

> Full consolidation of the subsidiaries controlleddirectly or indirectly, with allowance being made forminority interests,

> Proportional consolidation of jointly controlled asso-ciated companies. However, in the case of partnerships,joint ventures and economic interest groups, this methodis only applied to those entities in which the contractgroup share exceeds 75 million euros.

When this condition is not met, the accounts of disclosedand undisclosed partnerships are not restated.

• When the leading partner is a company of the Group,the partnership accounts are fully consolidated.

• When the leading partner is not a company of theGroup, only the share in net income or loss transferred tothe Group is recorded in the consolidated accounts.

> Equity accounting for the companies over whichGROUPE GTM has significant influence, directly or indirectly. Moreover, the equity method is also used forsubsidiaries that operate infrastructure concession services whose balance sheet structure differs from that ofthe main activities of the group and where the percentageholding is over 20%.

Account reference dates

The financial consolidated accounts have been preparedon the basis of accounts set up as of December 31, withthe following exceptions:

> Year ended September 30: PIRACEMA BRASILENTREPOSE NOUVELLE CALEDONIESTRAIT CROSSING DEVELOPMENT

> Year ended October 31: CONSTRUCTION DJL Inc.BE TE PE BAU



Notes to 1999 Financial Statements(In millions of euros unless otherwise indicated)

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57

C - Accounting PrinciplesIntangible fixed assets

Intangible fixed assets mainly include:

> intangible rights to car park and hydroelectric powerstation concessions,

> business goodwill,> lease rights,> quarry exploitation rights,> systems software.

These fixed assets are depreciated on a straight-line basisover the duration of their utilization.

Acquisition goodwill

When a company is initially included in the consolida-tion, the spread between the acquisition cost of sharesand the book value of the assets acquired constitutes theconsolidated goodwill.

This goodwill is posted as a priority to the correct itemsof the consolidated balance sheet, taking into accountminority interests.

The goodwill remaining after posting the above is enteredon the balance sheet under "acquisition goodwill" if it ispositive and "provisions for risks" when it is negative.

Acquisition goodwill is generally amortized or adjustedover 20 years or less, except for the acquisition goodwillfor public service concession companies which is amorti-zed over the remaining duration of the concessions at thedate of acquisition.

In the event of a significant, unfavorable evolution of theelements used to determine the amortization plan, excep-tional depreciation may be constituted.

Tangible fixed assets

Tangible fixed assets are accounted for at acquisitioncost.

Except for major marine vessels used for offshore work,they are depreciated on a straight-line basis over theirexpected useful life, as follows:

Buildings 20 to 40 yearsIndustrial equipment,transport equipment and tools 4 to 8 yearsFixtures and fittings 7 to 10 years.

Major marine vessels are depreciated using the variablemethod, based on the number of days of actual utiliza-tion during the year over a total maximum operating lifeof 14 years. The depreciation expense calculated usingthis method cannot be less than 25% of annual straight-line depreciation and the cumulative depreciation cannotbe less than 50% of cumulative straight-line depreciation.

Unconsolidated equity interests

Unconsolidated equity interests are valued at acquisitioncost.

Provisions for depreciation are based on an evaluationgoverned by the following rules:

> Recently acquired interests: maintenance of the criteriaused to determine the purchase value;

> Listed companies: use of a set of criteria (stock marketprices, shareholders’ equity, profitability);

> Other companies: shareholders’ equity taken intoaccount and possibly corrected for potential capital gainsand/or income prospects.

Notwithstanding the general chart of accounts and inorder to maintain a current income aspect for financialincome, the allowances and reinstatements of provisionson equity interests and receivables related to these inter-ests, plus, if applicable, losses on these same receivablesare included in exceptional income. Recording of theseelements in exceptional expenses and income, wheregains and losses on sales of equity are normally posted,makes the presentation of the income statement morehomogenous.

Recognition of revenues

As of January 1, 1997, the Group extended the percentageof completion method for recognition of revenue to all itssectors of activity, for contracts signed after this date.

It should be mentioned that no margin is recognized onprogress unless the percentage of completion is equal toat least 20%. Whatever the method of recognition ofincome, provision is set up for business that is potentiallyloss-generating on completion, as soon as the loss isknown. In the assessment of this loss, a certain numberof positive uncertainties may be taken into account, par-ticularly additional invoicing or claims. Quantitativeappreciation of these positive uncertainties is carried out,based on past experience of similar cases.

Trade receivables

Receivables are valued at face value. A provision is set upfor depreciation if there is a risk of non-recovery.

Marketable securities

Marketable securities are included in the balance sheet atface value. A provision is set up for depreciation whenthe price of these securities, at year-end, is less than theirprice on entry into the portfolio.

Pension commitments and similar obligations

The Group uses the projected credit unit method. Theprovisions set up cover all active or retired employees andinclude commitments accruing to the Group throughmulti-employer schemes.

Leaseback contracts

Assets acquired via leaseback are posted to fixed assets asif the Group were the owner and are depreciated inaccordance with the regulations applicable to similarassets. The debt corresponding to the financing obtainedis posted to liabilities and the rental expense is split bet-ween the financial expense for the past period and thereimbursement of the residual debt.

Assets sold via leaseback are taken out of fixed assets andthe corresponding receivable discounted rentals areposted to current assets.

Deffered taxes

Deferred taxes result from losses carried forward, timingdifferences between fiscal and book income, as well asconsolidation reinstatements. This is calculated everyyear for each tax entity by applying the liability method.

Deferred tax debits are only posted to assets if recovery isprobable.

Translation of foreign currency transactions for foreign companies

> With the exception of the net income group share andsubject to the specific provisions relating to those entitiesin the CFA zone described below, balance sheets are expressed in euros, using the exchange rates onDecember 31. Resulting translation adjustments on thenet opening position are included in the surplus arisingon consolidation.

Balance sheets for subsidiaries and establishments locatedin the CFA zone have been converted using historic rates.Allowances have been made for fixed assets stated attheir historic value when their book value is greater thantheir utility value.

> Starting in 1999, all items on the income statementhave been valued using an average annual exchange rate.There was previously an exception to this rule in thatnon-cash items, such as provisions and depreciation, and variations in inventories were valued on the basis of December 31exchange rates. This modification of the conversion rules does not affect the comparison ofintermediate balances on the income statement since thedifference between the two conversions was formerlyincorporated in Operating Income, Financial Expense orExtraordinary Expense, according to the type of expense.



L

Changes in ConsolidationScopePublic tender offer for L'ENTREPRISE INDUSTRIELLE

On April 15, 1999, GROUPE GTM acquired the entirecapital stock of Société Financière Foncière et Forestière which holds 22.60% of the capital of L'ENTREPRISE INDUSTRIELLE.

Following the subsequent public tender offer for L'ENTREPRISE INDUSTRIELLE, which closed on June14, 1999, GROUPE GTM directly acquired 971,385shares representing 74.26% of the company's stock capi-tal.

As a result, L'ENTREPRISE INDUSTRIELLE was inclu-ded in the consolidation structure of GROUPE GTM on afull consolidation basis as of July 1, 1999. Therefore, theconsolidated activity only represented the second semesterof 1999.

Withdrawal from the OFFSHORE segment

On December 16, 1999, GROUPE GTM sold 556,596ETPM shares representing 54.74% of the capital toSTOLT COMEX SEAWAY.

Since the operation came at the end of 1999, the ETPMgroup was fully consolidated in the Income Statementand Statement of Changes in Financial Position for thewhole year. On the other hand, the 45.26% interest inthe ETPM group, retained by the Group at that date,under the new name of STOLT OFFSHORE, was conso-lidated using the equity method.

Squeeze-out operation upon ENTREPRISE JEAN LEFEBVRE

As a result of the squeeze-out operation which took placein September 1999, the Group acquired nearly all ENTRE-PRISE JEAN LEFEBVRE shares. As of December 31,1998, the Group held 97.47% of ENTREPRISE JEAN LEFEBVRE's capital.

Other significant changes

> First-time consolidations

consolidation using the equity method of CONCESIO-NARIA CHILLAN COLLIPULLI (Chile), INVER-SIONES Y TECNICAS AEROPORTUARIAS (Mexico)and AEROPORT DE PARIS MANAGEMENT,

> full consolidation of the following companies: - roads: CARRIERES DE LA MEILLERAIE,- car parks: GIS (from May 1)- industrial installations and maintenance:

COCENTALL (from April 1)- engineering: LITWIN INGEROP (from May 1).

> 50% consolidation of ADAMS PARKINGS (carparks in Hong Kong) as of April 1.

> Consolidation exclusionsSICOPRO, SUPERDEVOLUY and GTM WAN SOONwere excluded from the consolidation scope followingtheir sale outside the Group.

> Additional comment: 1999 results include the contribution made by BLYTHE,an ENTREPRISE JEAN LEFEBVRE United States subsi-diary over a full fiscal year. BLYTHE has only been inclu-ded in the consolidation scope since November 1 1998.

59


GROUPE GTM

Notes relating to the IncomeStatementNOTE 1 - Sales

FY FY1999 1998

Sales inside France 4,405 3,664Sales outside France 3,291 3,218Total 7,696 6,882

The 1999 turnover, based on the same consolidation scopeand exchange rates as in 1998, was as follows:

1999 turnover 7,696Changes in accounting principles and evaluation methods -706Exchange rate differences -12Adjusted turnover 6,978

Therefore, there was a 1.4% increase in turnover, based onthe same consolidation scope and constant exchange rates.

NOTE 2 - Purchases and outside services

FY FY1999 1998

Purchases 2,293 2,270Other outside services and expense 3,184 2,734Total 5,477 5,004

NOTE 3 - Depreciation

FY FY1999 1998

Intangible fixed assets 22 5Tangible fixed assets 208 195Deferred expenses 17 19Total 247 219

NOTE 4 - Operating provisions

FY 1999 FY 1998

Allowances Reinstatements Allowances Reinstatements

Losses on completion of long term contracts and depreciation of advances to long term ventures, inventories and work in progress -13 31 -59 87

Provision for bad debt -39 25 -30 17

Other contingencies

and accrued liabilities -298 277 -226 181Sub-total -350 333 -315 285Net allowance -17 -30

Provisions for contingencies and liabilities include allo-wances and reinstatements on provisions set up to coveruncertainties relating to large contracts, site completionand guaranty expense.

NOTE 5 - Financial expense

FY 1999 FY 1998Net dividends (losses) from unconsolidated subsidiaries including partnerships 9 4

Exchange differences: 8 -7- Losses -53 -22

- Gains 61 15

Interest expense and income and net gain on sale of marketable securities: -34 -17- Interest expense -82 -74

- Interest income 40 53

- Net gain on sale of marketable securities 8 4

Provisions: -1- Allowances -4 -4

- Reinstatements 3 4

Total -18 -20


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NOTE 6 - Extraordinary expense

6.1. Income from sales of assets

The disposal of assets in 1999, excluding selling fees andprovisions related to these transactions, generated capitalgains of 87 million euros on the sale of 54.74% of ETPMand 29 million euros on the sale via leaseback of two offshore barges.

6.2. Other income and expense

Other income and expense principally represent expenses(cancellation of receivables, losses on bad debt andrestructuring expenses) covered by the reinstatement ofprovisions.

6.3. Net provision allowanceFY 1999 FY 1998

Allowances Reinstatements Allowances ReinstatementsAsset depreciation and provisions related to unconsolidated subsidiaries and affiliates -13 18 -47 28

Other contingencies -158 77 -72 37

Total -171 95 -119 65Net allowance -76 -54

The net reinstatement of 76 million euros can be princi-pally explained by provisions set up to cover GROUPEGTM commitments with respect to its withdrawal fromETPM's capital and a dispute which arose at the time ofsale.

NOTE 7 - Income tax

7.1. Tax consolidation groups

For 1999, GROUPE GTM and L'ENTREPRISEINDUSTRIELLE have retained their situation as parentcompanies of "tax consolidation groups", formed inaccordance with Articles 223 et seq. of the FrenchGeneral Tax Code.

7.2. Taxation analysis

FY FY1999 1998

Tax due and net tax provision -73 -42

Deferred tax 33 1Total -40 -41

In 1999, the clarity of the anticipated fiscal situation ofthe companies included in the tax consolidation scope ofGROUPE GTM has enabled the following net deferredtax debit position to be recognized:

> Deferred taxes on withdrawal from the offshore activity 6 million euros

> Deferred taxes on provisions 26 million euros

The net deferred tax debit position is recorded on the balance sheet as a deferred tax debit of 63 millioneuros in prepaid expenses and as a deferred tax credit of30 million euros in accruals and deferred income (seeNotes 18 and 27).


GROUPE GTM

Notes relating to the Balance SheetNOTE 8 - Intangible assets

8.1. Breakdown by typeAs of December 31, 1999 Net value

Gross Depreciation Net value as of

or provision December 31,1998

Start-up expense 2 1 1 1Business goodwill 43 22 21 20Intangible rights on public service concessions 466 128 338Other intangible assets 30 18 12 10Total 541 169 372 31

8.2. Changes during the yearAs of Changes in As of

December 31, consolidation Increases Decreases December 31,1998 scope, exchange 1999

diff. and misc.Gross value 67 462 17 -5 541

Amortization -36 -114 -23 4 -169Net value 31 372

NOTE 9 - Acquisition goodwill

Goodwill Badwill NetGoodwill

Net value as of 12.31.98 153 11 142Net increase for the year excluding amortization 66 22 44Amortization and provision for the year -25 -7 -18Net value as of 12.31.1999 194 26 168


The increase in acquisition goodwill for 1999 principally results from:

> the acquisition of L'ENTREPRISE INDUSTRIELLE shares and the increase in the Group's interest in ENTREPRISE JEAN LEFEBVRE;

> the acquisition of LITWIN.

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NOTE 10 - Tangible fixed assets

10.1. Breakdown by typeAs of December 31, 1999 Net value as of

Gross Depreciation Net December 31,or provision value 1998

Land 136 19 117 94Property 405 188 217 169Plant and equipment 1,317 869 448 516Other tangible fixed assets 548 330 218 163

2,406 1,406 1,000 942


December 31 consolidation Increases Decreases December 31,1998 scope, ezxchange 1999

diff. and misc.

Gross value 2,269 22 291 -176 2,406Depreciation and provision -1,327 -212 133 -1,406Valeur nette 942 1,000

NOTE 11 - Equity-accounted companies

As of Effect of Changes in As ofDecember 31, changes in scope, exchange Net Dividends Other December 31,

1998 consolidation diff. and misc. income paid Elements 1999method

387 -90 90 61 -35 -1 412

COFIROUTE is accounted for by the equity method.

Key financial data for the company are as follows:

As of December 31, 1999 As of December 31, 1998Equity-accounted Equity-accounted

100 % amount 100 % amount

Shareholders' equity including net income 754 258 605 207Net Income 174 60 135 46


GROUPE GTM

12.2. Principal unconsolidated interests

(Net book value over 2 million euros; shareholders’ equity and income in millions of euros.)

Country Net Book % holding Shareholders’ Net value equity Income/Loss

of previous year

DON MUANG TOLLWAY (1) Thailand 3 3.62% 76 8ESPACE LEOPOLD (1) Belgium 2 7.00% 36FARGEOT (1) France 3 100.00% 2GRANA Y MONTERO (2) Peru 3 16.34% 119 7PORR (3) Austria 8 6.87% 128 2SOCIÉTÉ DES HÔTELSDE NOUMÉA (1) France 2 4.00% 52 1

(1) Shareholders'equity as of December 31, 1999 - 1999 net income(2) Consolidated shareholders'equity as of December 31, 1999 - 1999 consolidated net income(3) Consolidated shareholders'equity as of December 31, 1998 - 1998 consolidated net income

NOTE 13 – Loans and advances

This item covers loans and other receivables and specifically includes securities such as debentures in portfolio, representative of payment rights.

As of Changes in As ofDecember 31, consolidation Increases Decreases December 31,

1998 scope, exchange 1999diff. and misc.

Gross value 264 -59 29 -22 212Provisions for depreciation -5 -15 -14 3 -31Net value 259 181


This item includes 15-year loans amounting to 100 million euros granted in previous years by ENTREPRISEJEAN LEFEBVRE in order to secure commercial receivables. The reimbursement of these loans is guaranteed onmaturity in 2006.These loans bore interest at 1.31% in 1999. The deficit in interest income for subsequent fiscal years is coveredby a provision.

NOTE 12 - Other long term investmentsThis item includes unconsolidated and other interests.


December 31, consolidation Increases Decreases December 31,1998 scope, exchange 1999

diff. and misc.Gross value 203 -26 11 -4 184Provisions for depreciation -101 1 -9 12 -97Net value 102 87

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NOTE 15 - Trade receivables and similar accounts

Breakdown by segmentAs of December 31, 1999 As of

Gross Provision for Net December 31,amount depreciation amount 1998

Net amount

Building & Civil Engineering 1,012 67 945 960Roads 715 34 681 573Industrial Activities 905 20 885 658Real Estate 99 3 96 82Total 2,731 124 2,607 2,273

NOTE 14 - Inventories and work in progress

Breakdown by segmentAs of December 31, 1999 As of


Net amount

Building & Civil Engineering 623 16 607 1,129Roads 75 3 72 57Industrial Activities 46 3 43 98Real Estate 47 9 38 33Total 791 31 760 1,317


GROUPE GTM

NOTE 18 - Prepaid and deffered expenses

As of December 31, 1999 As of December 31, 1998Prepaid expenses 52 65

Deferred taxes 143 52

Deferred expenses 27 28

Exchange rate adjustments 2 4

Total 224 149


The change in deferred tax debits includes the effect of consolidation scope changes and reclassifications amounting to 28 million euros. The net increase recorded in the income statement (63 million euros) is accompanied by a simultaneousincrease in deferred tax debits of 30 million euros (see Notes 7 and 27).

NOTE 17 - Marketable securities

These principally include short-term investment instruments similar to unit trusts and certificates of deposit. Their under-lying gain between the estimated value and the value indicated on the balance sheet amounts to 2 million euros.

NOTE 16 - Other receivables

16.1 Breakdown by typeAs of December 31, 1999 As of


Net amount

Advances and downpayments made 22 22 37Current accounts receivable from related companies and current accounts for joint operations (joint ventures and similar) 325 87 238 228Miscellaneous receivables 581 11 570 630Total 928 98 830 895

16.2. Breakdown by segmentAs of December 31, 1999 As of

Gross Provision Net December 31,amount amount 1998

Net amount

Building & Civil Engineering 461 18 443 613Roads 143 2 141 108Industrial Activities 160 12 148 111Other activities 164 66 98 63Total 928 98 830 895

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NOTE 19 - Statement of changes in shareholders’ equity

Capital Additional Retained Total IncomeStock Paid-In Earnings Net income Shareholders’

Capital and Reserves Equity

As of December 31, 1997 115 332 250 39 736Transfer to reserves of undistributed 1997 income -8 47 -39


Exchange difference -13 -13

Share capital increase (cash) 1 10 11

Effect of changes in accounting

methods as of 1.1.1998 -43 -43

1998 income 65 65

As of December 31, 1998 116 328 227 65 736Transfer to reserves of undistributed 1998 income 62 -62


Exchange difference 31 31

Capitalization of premium 6 -6

Share capital increase (cash) 1 9 10

Variation of treasury stock -2 -2

1999 income 143 143

Miscellaneous -5 -5

As of December 31, 1999 123 311 313 143 890

Exchange differences included in consolidated reserves are broken down as follows:

Currencies Currencies outside in the euro zone the euro zone Total

(“In” currencies) (“Out” currencies)

As of December 31, 1998 -3 -9 -12

Variation over the year 31 31

As of December 31, 1999 -3 22 19


GROUPE GTM

NOTE 20 - Minority interests

Minority Interests Minority Interest Total excluding Income in the Income Minority

for the year for the year Interests

As of December 31, 1997 146 9 155Dividends paid -6 -6

Transfer to reserves of undistributed 1997 income 3 -3

Changes in consolidation scope and methods -14 -14

Effect of changes in accounting methods as of 1.1.1998 -3 3

1998 income -1 -1

As of December 31, 1998 132 -1 131Dividends paid -6 -6

Transfer to reserves of undistributed 1998 income -7 7

Acquisition of minority interests

in ENTREPRISE JEAN LEFEBVRE -7 -7

Other consolidation scope and exchange

difference changes 3 3

1999 income 12 12

As of December 31, 1999 121 12 133

NOTE 21 - Provisions (contingencies and accrued liabilities)

21.1. Breakdown by typeAs of December 31, 1999 As of December 31, 1998

Losses on completion of contracts 82 109Litigation 84 60Final clearance of construction sites and warranty costs 163 75Reconstitution of sites 13 10Refurbishment of equipment 14 22General contingencies 123 106Provisions for pension commitments and similar obligations 130 111Currency exchange losses 4 5Unconsolidated subsidiary risks 52 31Other risks and expenses 313 318Total provisions 978 847Acquisition badwill (see Note 9) 26 11Total provisions and badwill 1,004 858

> “Litigation” covers risks for legal action on work contracts and the sale of shares.> “General contingencies” mainly covers risks on large contracts and foreign installations.


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69

As of December 31, 1999 As of December 31, 1998

Commitments 185 143Insured benefits and pension funds 55 32Provisions made 130 111

The expense recorded in the income statement, covering the increase in provisions for pensions and retirement commitments, amounts to 5 million euros.

21.2. Breakdown by segment (excluding badwill)As of December 31, 1999 As of December 31, 1998

Building & Civil Engineering 399 403Roads 169 164Industrial Activities 163 150Other activities 247 130Total 978 847

21.3. Changes during the year (excluding badwill)As of Changes in As of

December 31, consolidation, Increases Decreases December 31,1998 scope exchange 1999

diff. and misc.

847 30 479 -378 978

NOTE 22 - Subordinated debt with undetermined maturity

In 1991, banks granted to ENTREPRISE JEANLEFEBVRE a subordinated loan with undeterminedmaturity with a face value of 76 million euros.

Out of the loan amount, 20 million euros were paid to afinancial institution to enable it to repay to lenders theface value of the loan after fifteen years.

Originally booked in the balance sheet account“Subordinated debt with undetermined maturity” wasan amount of 56 million euros which remained at the disposal of ENTREPRISE JEAN LEFEBVRE.

Since then, the interest paid is split between financialexpense and amortization so as to fully pay off the debtby the end of the fifteenth year.

> Pension and retirement commitments have been calculated using the following parameters: - Retirement age: 60 years- Discount rate: 5%- Salary progression rate: 2%


GROUPE GTM

NOTE 23 - Borrowings

23.1. Breakdown by type and maturityAs of December 31, 1999 As of December 31, 1998

Breakdown by type (plus accrued interest)Debentures 141 189Borrowing and debt with credit institutions 591 367Direct finance leasing operation debt 68 50Debt to related companies 3 5Miscellaneous debt 47 42Total 850 653Breakdown by maturityDebt due within one year 216 226Debt due from 1 to 5 years 309 232Debt due in more than 5 years 325 195Total 850 653

GROUPE GTM issued debentures in June 1998 in the amount of 137 million euros, repayable in full in June 2005, withan interest rate of 5.20%.

23.2. Changes during the yearChanges in

As of consolidation New Reimbursements As ofDecember 31, scope and Borrowings December 31,

1998 method, and 1999exchange diff.

653 252 116 -171 850

NOTE 24 - Advances and instalments

Breakdown by segmentAs of December 31, 1999 As of December 31, 1998

Building & Civil Engineering 717 1,319Roads 12 15Industrial Activities 43 135Other activities 8 22Total 780 1,491

NOTE 25 - Trade payables and similar

Breakdown by segmentAs of December 31, 1999 As of December 31, 1998

Building & Civil Engineering 691 674Roads 526 411Industrial Activities 493 438Other activities 55 28Total 1,765 1,551


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NOTE 26 - Other payables

26.1. Breakdown by typeAs of December 31, 1999 As of December 31, 1998

Miscellaneous payables 928 893Tax liabilities (income tax) 154 72Current accounts receivable from related companies and current accounts for joint operations (joint ventures and similar) 400 228Subscribed shares not called up, payable to equity-accounted or unconsolidated companies 2 24Total 1,484 1,217

26.2. Breakdown by segmentAs of December 31, 1999 As of December 31, 1998

Building & Civil Engineering 537 629Roads 320 248Industrial Activities 369 236Other activities 258 104

Total 1,484 1,217

Miscellaneous payables are principally composed of VAT to be paid and salaries and social contributions due as of year-end.

NOTE 27 - Accruals and deferred income

As of December 31, 1999 As of December 31, 1998Deferred income 245 185Deferred taxes 78 15Exchange rate adjustments 4 2

Total 327 202

The change in deferred income, up to the amount of 31million euros, is due to changes in the consolidationscope and methods (in particular, the Group's takeover ofL'ENTREPRISE INDUSTRIELLE).

The change in deferred taxes includes the effect of con-solidation scope changes and reclassification amountingto 33 million euros. The net increase of 30 million eurosrecorded on the income statement is accompanied by asimultaneous increase in deferred tax debits of 63 millioneuros (see Notes 7 and 18).


GROUPE GTMGROUPE GTM CONSOLIDATED FINANCIAL STATEMENTS

Additional NotesNOTE 28 - Financial hedging instruments

28.1. Foreign exchange risk

The Group's policy for its various entities is to hedge theforeign exchange risk relating to the current period. Thisrisk is evidenced by a contractual foreign currency schedule of conversion into French francs of foreign currencies purchased or sold.

The instruments used are forward foreign exchange con-tracts (purchases and sales) and swaps.

Optional cover may be used for some large contracts tocover uncertain flows of currency pending their definiteobtention.

The exchange risk arising from foreign subsidiaries doesnot result in an exchange difference in the cash positionand is, therefore, not hedged.

As of December 31, 1999, the breakdown of the Group'sfirm positions was as follows:

28.2. Foreign exchange risk

The policy followed by the various entities in the Group is to split exposure according to the yield curve.

This fixed or variable split results from the type of loans/borrowings from banks or from the use of financial instruments (interestrate swaps, options, future rate agreements).

As of December 31, 1999, financial instruments used to hedge foreign exchange risk were broken down as follows:

TotalInterest rate swaps: - fixed/variable swaps 369- variable/variable swaps 11- fixed/fixed swaps 2Future rate agreements (FRAs) 67Conditional positions: - Caps 140- Collars 53

Forward purchases 23,100 70 70

Forward sales 18 28 7 35

As of this same date, the Group has not committed itself to any conditional position.

Total(in millions

of euros)

Other foreigncurrencies

(exchange value in millions

of euros)

Pound sterling (GBP)in millions

of eurosin millions

of GBP

Greek drachma (GRD)in millions

of eurosin millions

of GRD

73

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NOTE 30 - Number of employees

The number of employees at year-end was as follows:

As of December 31, 1999 As of December 31, 1998

France Abroad Total France Abroad TotalFully consolidated companies 39,918 19,557 59,475 30,677 23,812 54,489Proportionally consolidated companies 814 2,155 2,969 188 2,914 3,102Equity accounted companies 3,190 2,793 5,983 2,990 2 025 5,015

NOTE 29 - Financial commitments

29.1 Lease contracts

The Group's total expense for the leasing of land, buildings, equipment and vehicles amounted to 400 million euros in1999 compared to 390 million in 1998.

29.2 Guarantees issued and receivedAmount as of Amount as of

December 31, 1999 December 31, 1998

Contract guarantees- Performance bonds issued by third parties to guarantee

execution of contracts obtained 1,114 1,120- Bonds received to guarantee the execution

of sub-contracting contracts 168 157Other financial commitments- Commitments given 196 143- Commitments received

. Reimbursement commitments for cancellation of debt. 6 8

. Miscellaneous commitments received 9 34- Collateral as guaranty for loans 77 60



FY 1999 FY 1998

Remuneration received 3.7 2.9

Number of GROUPE GTM share subscription options allocated

to members of the Executive Board during the current year 55,000 25,750

NOTE 31 - Compensation paid to management

Total amount of direct or indirect remuneration received from GROUPE GTM and companies controlled by the Groupby the Chairman of the Board of Directors and the Members of the Executive Board.

NOTE 32 - Litigation and other exceptional events

As far as the Company is aware, there is currently no litigation in process or other exceptional event liable to substantiallymodify the activity, assets or financial position of the Group.

NOTE 33 - Events subsequent to year-end

> In early February 2000, GROUPE GTM contributed the balance of its interest in ETPM (under the new name ofSTOLT OFFSHORE) to STOLT COMEX SEAWAY (SCS).

This contribution gives GROUPE GTM a 7.90% interest in SCS. In view of the guaranteed price commitment on its ownshares given by SCS, the final revenue from this transaction should be at least USD 108 million.

> In early February, LES PARCS GTM UK acquired 100% of the capital of TFM CONTRACT SERVICES and 49% ofBELLS OF RICHMOND from a private group of British investors for a total amount of 12 million pounds sterling. Anadditional amount of 3 million pounds sterling may be forthcoming subsequent to negotiations currently in progress ona BELLS OF RICHMOND contract.

Following this transaction, LES PARCS GTM now manages over 340,000 parking spaces.

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75

GROUPE GTM 92000 Nanterre 100.00 PARENT COMPANY 100.00 PARENT COMPANY

BUILDING & CIVIL ENGINEERING

DUMEZ GTM 92000 Nanterre 100.00 FULL 100.00 FULL

FranceMajor projectsGIE LYON NORD 92000 Nanterre 40.00 PROP 40.00 PROP

GIE METRO DE RENNES 35000 Rennes 33.00 FULL 33.00 FULL

Regional activities

GTM CONSTRUCTION 92000 Nanterre 100.00 FULL 100.00 FULL

CHANTIERS MODERNES 33600 Pessac 100.00 FULL 100.00 FULL

CHARLES DELAU ET FILS 75012 Paris 99.93 FULL 99.93 FULL

CMA ENTREPRISES (antérieurement DUMEZ OUEST) 22000 Saint-Brieuc 99.98 FULL 99.98 FULL

CONSTRUCTION MAINTENANCE ET SERVICES 75012 Paris 99.97 FULL 99.97 FULL

DUMEZ AUVERGNE 63000 Clermont-Ferrand 100.00 FULL

DUMEZ CONSTRUCTION 92247 Malakoff 100.00 FULL 100.00 FULL

DUMEZ EPS 59505 Douai 100.00 FULL 100.00 FULL

DUMEZ MEDITERRANEE 13090 Aix-en-Provence 100.00 FULL 100.00 FULL

DUMEZ RHONE ALPES 69000 Lyons 100.00 FULL 100.00 FULL

DUMEZ SUD 34000 Montpellier 100.00 FULL 100.00 FULL

ENTREPRISE BOEUF ET LEGRAND 93160 Noisy-le-Grand 100.00 FULL 99.99 FULL

ENTREPRISE PITANCE 69000 Lyons 98.87 FULL 98.87 FULL

SOCIETE DES ENTREPRISES LAINE 92000 Nanterre 100.00 FULL 100.00 FULL

SOCIETE DES ENTREPRISES PETIT 92000 Nanterre 100.00 FULL 100.00 FULL

LES TRAVAUX DU MIDI 13009 Marseilles 100.00 FULL 100.00 FULL

TRAVAUX DU MIDI SUD OUEST 33700 Mérignac 100.00 FULL 100.00 FULL

TRAVAUX PUBLICS DU COTENTIN (TPC) 50110 Tourlaville 100.00 FULL 100.00 FULL

WEILER 57340 Morhange 99.91 FULL 99.91 FULL

Abroad

Major projects

J.V. ERTAN Sesto San Giovani - Italy 42.50 PROP 42.50 PROP

ÖRESUND TUNNEL CONTRACTORS I/S Copenhagen - Denmark 24.10 PROP 24.10 PROP

JV GEPYRA - KINOPRAXIA (PONT DE RION-ANTIRION) Chalandri - Greece 53.00 PROP 53.00 PROP

POCHENTONG AIRPORT JV Phnom Penh - Cambodia 70.00 FULL 70.00 FULL

International subsidiaries

COMPAGNIE D'ENTREPRISES CFE Brussels - Belgium 45.25 FULL 44.50 FULL

DEME (Dredging,Environmental and Marine Engineering) Zwijndrecht - Belgium 17.64 PROP 17.35 PROP

DUMEZ SAD 92000 Nanterre 99.99 FULL

GTM CARAÏBES 97240 Le François 100.00 FULL 100.00 FULL

HIDEPITÖ RT Budapest - Hungary 96.94 FULL 95.49 FULL

INVETRA 92000 Nanterre 99.80 FULL 99.80 FULL

JANIN ATLAS Montreal - Canada 100.00 FULL 100.00 FULL

SIMP (Société Industrielle Martiniquaise de Préfabrication) 97232 Le Lamentin 100.00 FULL 100.00 FULL

SMP (Stavby Mosta Praha) Prague - Czech Republic 65.68 FULL 65.68 FULL

WIEMER UND TRACHTE Dortmund - Germany 50.00 EQUITY 50.00 EQUITY

List of Principal Consolidated Companies of Groupe GTMas of December 31, 1999

% ownership

As of December 31, 1999AddressName

Consolidationmethod % ownership

As of December 31, 1998

Consolidationmethod

Turnover in excess of 15 million euros



ROADS

ENTREPRISE JEAN LEFEBVRE 92200 Neuilly-sur-Seine 100.00 FULL 97.47 FULL

France

CARRIERES KLEBER MOREAU 79310 Mazières en Gâtine 63.55 FULL 48.95 FULL

ENTREPRISE JEAN LEFEBVRE CENTRE PAYS DE LOIRE 41000 Blois 100.00 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE EST 57140 Woippy 99.93 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE ILE DE FRANCE 93890 Livry-Gargan 100.00 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE MEDITERRANEE 13100 Aix-en-Provence 100.00 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE NORD 59500 Douai 100.00 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE NORD PICARDIE 59120 Loos 100.00 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE NORMANDIE 76800 Saint-Etienne-du-Rouvray 100.00 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE OUEST 35000 Rennes 100.00 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE PAS DE CALAIS - SOMME 62270 Frévent 100.00 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE SUD-EST 69000 Lyons 100.00 FULL 97.47 FULL

ENTREPRISE JEAN LEFEBVRE SUD-OUEST 87000 Limoges 99.99 FULL 97.47 FULL

SOCIETE DE TRAVAUX ET DE ROUTES FRANCILIENNE 91590 Boissy Le Cutte 100.00 FULL

SOCIETE NOUVELLE DES CARRIERES DE LA MEILLERAIE 85790 La Meilleraie Tillay 63.55 FULL

SOCIETE NOUVELLE JEAN BERTIN 10000 Troyes 100.00 FULL 97.47 FULL

STR HUYS 59640 Dunkirk 99.99 FULL 97.47 FULL

TP ROEHRIG 67590 Schweighouse sur Moder 100.00 FULL 97.47 FULL

AbroadCONSTRUCTION DJL Inc Bourcheville - Canada 95.80 FULL 85.77 FULL

HUBBARD CONSTRUCTION Co Orlando - United States 100.00 FULL 97.92 FULL

PROBISA Madrid - Spain 87.76 FULL 83.15 FULL

RINGWAY GROUP LTD Horsham - Great Britain 85.18 FULL 83.40 FULL

SOCOBA-EDTPL Libreville - Gabon 89.99 FULL 87.71 FULL

STAVBY SILNIC A ZELEZNIC (SSZ) Prague - Czech Republic 63.24 FULL 61.64 FULL

INDUSTRIAL

Industrial installationsENTREPOSE 93120 La Courneuve 100.00 FULL 100.00 FULL

ENTREPOSE ECHAFAUDAGES 93120 La Courneuve 100.00 FULL 100.00 FULL

ENTREPOSE NOUVELLE CALEDONIE Nouméa - New Caledonia 99.98 FULL 99.98 FULL

EUROPIPE 93120 La Courneuve 100.00 FULL 100.00 FULL

MILLS 93350 Le Bourget 99.96 FULL 99.96 FULL

DELATTRE-LEVIVIER 92000 Nanterre 99.99 FULL 99.99 FULL

LOZAI 76140 Le Petit-Quevilly 99.96 FULL 99.96 FULL

ElectricityGTMH 92120 Montrouge 100.00 FULL 100.00 FULL

AMSE 38420 Domène 100.00 FULL 100.00 FULL

CORIS 92350 Le Plessis Robinson 100.00 FULL 100.00 FULL

SCLE (Sté Construction Lignes Electriques) 31000 Toulouse 99.92 FULL 99.92 FULL

% ownership




Consolidationmethod

List of Principal Consolidated Companies of Groupe GTMas of December 31, 1999

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L'ENTREPRISE INDUSTRIELLE 92240 Malakoff 96.86 (1)

INDUSTRIE ELECTRIQUE DE CERGY 95310 Saint-Ouen-L'Aumône 93.70 (1)

SEITHA TECHNIQUES ET REALISATIONS 69100 Villeurbanne 96.86 (1)

EI ENERGIE ET SYSTEMES 21000 Dijon 96.86 (1)

EI LIGNES RESEAUX EST 21000 Dijon 96.86 (1)

EI EQUIPEMENTS ELECTRIQUES ET RESEAUX CENTRE 45200 Montargis 96.86 (1)

EI RESEAUX ET SYSTEMES D'INFORMATIONS 21000 Dijon 96.86 (1)

EI EQUIPEMENTS ET ENTREPRISES ELECTRIQUES 69140 Rillieux-La-Pape 96.86 (1)

EI EQUIPEMENTS INDUSTRIELS DE POSTES 69627 Villeurbanne 96.86 (1)

EI RESEAUX OUEST 44819 Saint-Herblain 96.86 (1)

EI ATLANTIQUE NORD 44240 La Chapelle-sur Erdre 96.86 (1)

EI RESEAUX SUD-OUEST 31770 Colomiers 96.86 (1)

EI TOULOUSE MIDI PYRENEES 31047 Toulouse 96.86 (1)

EI ILE DE FRANCE OUEST 78130 Les Mureaux 96.86 (1)

VD SYTELEC 75017 Paris 93.71 (1)

VD INSTALLATION - ELECTRICITE - SYSTEMES - SERVICES (VD IE2S) 75017 Paris 93.71 (1)

VD COM 75017 Paris 93.71 (1)

VD CENTRE EST 75017 Paris 93.71 (1)

OffshoreSTOLT OFFSHORE (ex-ETPM) 92000 Nanterre 45.26 (2) 99.99 FULL

DORIS ENGINEERING 75013 Paris 46.94 EQUITY 46.94 EQUITY

CONCESSIONSCOFIROUTE 92310 Sèvres 34.21 EQUITY 33.78 EQUITY

LES PARCS GTM 75009 Paris 99.99 FULL 99.99 EQUITY

CONSORTIUM DU STADE DE FRANCE 93210 La Plaine Saint Denis 33.33 EQUITY 33.33 EQUITY

SEVERN RIVER CROSSING Londres - Great Britain 35.00 EQUITY 35.00 EQUITY

STRAIT CROSSING DEVELOPMENT Borden-Carleton - Canada 49.90 EQUITY 49.90 EQUITY

GECEP 92000 Nanterre 99.96 FULL 99.96 FULL

ENGINEERINGINGEROP 92400 Courbevoie 99.96 FULL 99.96 FULL

REAL ESTATEELIGE PARTICIPATIONS 92000 Nanterre 100.00 FULL 100.00 FULL

ELIGE 92000 Nanterre 99.99 FULL 79.99 FULL

(1) Full consolidation from July 1, 1999, on.(2) Following a transaction in December 1999, GROUPE GTM now only holds 45.26% of ETPM's capital. This entity has been given a new name, STOLT OFFSHORE.

As a results, ETPM was fully consolidated in the income statement and statement of changes in financial position for the entire year 1999.However, the portion of share capital still owned by GROUPE GTM is included in the balance sheet in companies accounted for under the equity method.

% ownership




Consolidationmethod

Turnover in excess of 15 million euros

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GROUPE GTM

Statutory Auditors’ Reporton the consolidated accounts as of December 31, 1999

To the shareholders of GROUPE GTM,

In compliance with the assignment entrusted to us byyour shareholders' annual general meetings, we herebyreport to you, for the year ended December 31, 1999, onthe audit of the accompanying consolidated financial statements of GROUPE GTM, reported in euro currency.

The consolidated financial statements have been appro-ved by the Board of Directors. Our role is to express anopinion on these financial statements based on our audit.

We conducted our audit in accordance with the professionalstandards applied in France. Those standards requirethat we plan and perform the audit to obtain reasonableassurance about whether the consolidated financial state-ments are free of material misstatement. An auditincludes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements.

An audit also includes assessing the accounting principlesused and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements give atrue and fair view of the group’s financial position and of itsassets and liabilities as of December 31, 1999 and of theresults of its operations for the year then ended, in accordancewith accounting principles generally accepted in France.

We also performed the verification of the informationgiven in the Management Report of the Board ofDirectors. We have no comment as to its fair presenta-tion and its conformity with the consolidated financialstatements.

Neuilly-sur-Seine and Paris, March 13, 2000

The Statutory Auditors

BARBIER FRINAULT et AUTRES Gérard DAUGEFrancis SCHEIDECKER Compagnie Régionale de Paris

Compagnie Régionale de Versailles

Limited company with registered capital of euros 123 449 728RCS Nanterre B 562 011 890

EEEC identification number: FR 1556 2011 89 0000 18

Head Office: 61, avenue Jules Quentin - 92003 Nanterre cedex - FrancePhone: (33) 1 46 95 70 00

http://www.groupegtm.com

Annual report published by the Corporate Communications Directorate of Groupe GTM

61, avenue Jules Quentin - 92003 Nanterre cedex - FrancePhone: (33) 1 46 95 76 93 - Fax: (33) 1 46 95 77 95

Design and production:

La Rochefoucauld Editions01 53 63 17 00

Photo credits:

Norbert Bardin, Nikos Daniilidis, Philippe Guignard, Josef Herb, Jean-Pierre Houdry, Alexandre Normandin,Véronique Paul, Roberto Pretonio, Augusto da Silva, Laurent Zylberman.

Porte de Mekhnès: design and production: Catherine FeffGeneral Commissary: Frédéric Mitterrand.

Photo libraries:

ADPM, Delattre-Levivier, DUMEZ-GTM, Elige, Entrepose, Gefyra, Groupe GTM, GTM Construction, GTMH, Jean Lefebvre, Les Parcs GTM.Infograph:

IDÉ.

HEAD OF THE CONSTRUCTION AND RELATED SERVICES SECTOR

groupe gtm - 1999 annual report - vinci

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