2011-Implenia-GB-ee

Implenia Ltd.

Industriestrasse 24 CH-8305 Dietlikon Phone + 41 44 805 45 55 Fax + 41 44 805 45 56www.implenia.com Annual Report 2011

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iMPlenia in brief

implenia develops and builds the switzerland of tomorrow.

Implenia is Switzerland’s leading construction and construction services com-pany. With its integrated business model and comprehensive portfolio of products and services, Implenia can manage a building project through its entire lifecycle and deliver work that is economical, sustainable, integrated and customer-centric.

Formed in 2006 from the merger between Zschokke and Batigroup, Implenia can look back on more than 140 years of history in the construction industry. Ex-perience, know-how, size and fi nancial strength allow Implenia to offer its services throughout Switzerland and on an international level for selected competences. The entire Group’s capabilities and capacities can be made available for challenging real estate and infrastructure projects.

Implenia brings together the expertise of three specialist divisions:

− As a full-service provider, Implenia Real Estate covers all areas of a property’s lifecycle, from sourcing the fi nance, to development and realisation, to operational optimisation and promotion. It is the market leader for General Contracting in Switzerland.

− Implenia Infrastructure Construction offers the full range of building services, from classic road construction and civil works, through building construction, restoration and refurbishment, to civil engineering and foundation engineering. Here too, Implenia is the market leader in Switzerland.

− Implenia Industrial Construction is a specialist in its home and international markets for underground infrastructure projects, as well as for demanding prime building projects outside Switzerland.

Implenia’s head offi ce is in Dietlikon near Zurich, and it has approximately 100 branches throughout Switzerland, as well as representative offi ces in Norway, Germany, France, Italy, Russia and the United Arab Emirates. The Group employs more than 6,000 people and in 2011 generated a revenue of CHF 2.5 billion. For more information, please visit www.implenia.com.

Implenia Ltd.


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iMPlenia in brief









Consolidated key figures2011 2010 ∆

CHF 1,000 CHF 1,000

Consolidated revenue 2,522,646 2,388,418 5.6%

EBIT divisions 93,529 76,997 21.5%

Operating income 93,676 77,658 20.6%

Consolidated profit 61,351 52,458 17.0%

EBITDA 140,489 112,552 24.8%

Free cash flow 67,311 39,920 68.6%

Production output 2,776,666 2,716,205 2.2%

Order book 3,153,915 3,070,314 2.7%

Headcount (full time equivalents) 5,648 5,424 4.1%

Net cash position 193,459 149,514 29.4%

Equity 543,528 495,484 9.7%

The year in briefKey figures

In this year’s annual report, Implenia focuses on three topics relevant to its work as a construction and construction services company.

− High-quality infrastructure and the mobility this facilitates among the popula-tion is one of Switzerland’s biggest competitive advantages on the international stage. Implenia helps ensure that this remains the case in the future. Two pro-jects – the Poya Bridge in Fribourg and the A9 bypass round Lausanne – illustrate what this means in practice: Focus Theme, page 18.

− Space is a limited resource, and particularly in a small country like Switzerland it is vital that this resource is used carefully. Densification is the watchword. Using the Europaallee project in Zurich as an example, Implenia examines the challeng-es involved in building complex high-density urban construction projects: Focus Theme, page 70.

− Employees form the foundations of corporate success. This is why Implenia is

so active in providing training and development opportunities. These range from apprenticeships (see interview on page 30), through university education (interview with Nathalie Fontana of the ETH Foundation, page 112), to internal courses like the construction cost planner career programme (see Fold-out Focus Employer).

a successful 2011 for impleniaImplenia can look back on a very satisfactory business year and has posted

very good results. By acquiring Betonmast Anlegg and thus securing access to the Norwegian growth market, it has also taken a significant step forward in the implementation of its international strategy and towards the attainment of its as-sociated growth targets. High-potential investments in the project development sector are making an important contribution to the long-term security of business volumes and operating results. Other important priorities in 2011 included greater collaboration across different parts of the Group, and further progress on sustainability.

PubliCaTion deTails

Publication detailsPublished by: Implenia Ltd., Dietlikon

Concept and Design: schneiter meier AG, Zurich

Photos: Gerry Amstutz and Franz Rindlisbacher, Zurich (picture spreads, Discussion and Executive Committee),

Jean-François Meyland, Ecublens (A9 picture spread, pages 25 – 27), Fotostudio Di Cristo & Ruggiero, Flawil

(Board of Directors portraits), Bernhard Fuchs, Langnau am Albis (Karl’s kühne Gassenschau page 7)

Text: Dynamics Group AG, Zurich

Translation: James Knight Ltd., Warwickshire, England

Printing: Linkgroup, Zurich

2nd semester Sale of Privera CHF 11.3 million 1st semester margin


Consolidated profit (in CHF million)

operating income (in CHF million)

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CHF 1,000 CHF 1,000


EBIT divisions 93,529 76,997 21.5%



EBITDA 140,489 112,552 24.8%

Free cash flow 67,311 39,920 68.6%


Order book 3,153,915 3,070,314 2.7%



Equity 543,528 495,484 9.7%









PubliCaTion deTails













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2

112 Focus – EmployEr

127 corporatE GovErnancE

135 Board of Directors

144 Executive Committee

155 Financial rEport

156 Implenia Group’s consolidated financial statements

248 Implenia Ltd.’s financial statements

262 Locations, contact addresses and terms

2011 in pictures 2

annual rEport 2011 10

Letter to Shareholders 12

Focus – inFrastructurE 18

Apprentices talk to the CEO 30

Annual report 2011 40

Real Estate 48

Infrastructure Construction 52

Industrial Construction 56

Implenia in Norway 61

Corporate Center 64

Value-based Management 66

Focus – DEnsiFication 70

Vision, values and positioning 82

Strategy and business model 86

Employees 90

Sustainability 98

Information for investors 104

The annual report is also published in German and French. The original German is the authoritative version.

contEnts01

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2011 in pictures

31.01.Laying the foundation stone in the centre of VispImplenia starts work on the Brückenweg building complex.

22.03. “Fischer’s Fritz” for sustain-able livingThe project wins the competi-tion run by Implenia to design a sustainable development in Gossau.

23.03.Final cut-through under the GotthardThe final cut-through marks another milestone in the creation of the new transal-pine train route. Both parallel tunnels have now been fully excavated. Implenia completed all the drilling work on schedule.

10.03.Implenia announces 2010 resultsImplenia’s success story con-tinues, with record results for the 2010 financial year. Its integrated business model, in which all three divisions cooperate with each other, proves its worth once again. The dividend is increased by almost 30%.

rise in operating earnings compared with 2009

2–3

15.04.Implenia develops new head office for The Global Fund“The Global Fund” against AIDS, tuberculosis and malaria is building a new office building in Geneva, with Implenia as project developer.

19.04.2011 Annual General MeetingMoritz Leuenberger and Theophil Schlatter are elected as new members of Implenia’s eight-person Board of Directors.

17.04. / 15.05.Marathons in Zurich and GenevaImplenia celebrates hard work, achievement and perseverance as sponsor of two popular running events.

01.06.Implenia builds at Europa-Park RustImplenia awarded the contract to construct the theme park’s fifth hotel “Bell Rock”.

2011 in pictures

21.07.Total contractor order for Plot ESwiss Federal Railways commissions Implenia to follow up its work on Plots A and C by building the next phase of Zurich’s new Europaallee development.

20.06.Implenia develops the Central Switzerland of tomorrowStudies completed for key site between Baar and Zug. Win-ning project impresses with its quality and sustainability.

09.06.Competition Commission (WEKO) delivers draft judgement on Canton Aargau casesImplenia condemns cartel agreements and has taken comprehensive measures.Code of Conduct

Unternehmens- und Verhaltensrichtlinien

Implenia AG

4–5

18.07.Betonmast Anlegg acquisi-tion completed Implenia establishes foothold in Norwegian market.

15.08.Saving fuel thanks to “Eco-Drive” Implenia runs regular courses for its employees on how to drive construction machinery and cars efficiently.

machinery fuel saved

01.09.Implenia back at the DEFIImplenia teams compete at the Swiss corporate sports championship for the 22nd time.

19.08.Implenia qualifies as sustainable investmentImplenia is immediately accepted into Dutch bank Kempen Capital Manage-ment’s Socially Responsible Investment Universe (SRI Universe) (More details on page 101).

2011 in pictures

03.10.Changes in the Board of Directors and Executive CommitteeBoard of Directors appoints Anton Affentranger as CEO; former Vice-Chairman Markus Dennler becomes new Chairman of the Board.

15.09.Second tunnel project in Arabia Implenia is commissioned to build a microtunnel network for a waste-water treatment plant in Bahrain.

15.09.Oerlikon station expan-sion contract awarded to ImpleniaSwiss Federal Railways com-missions a consortium led by Implenia to expand Oerlikon station. By 2016, capacity will be created for the new cross-city line and the expan-sion of the Zurich S-Bahn.

01.09.Demanding 1st half-year for ImpleniaImplenia maintains the level of sales, but suffers a decline in earnings. This is a result of operational challenges in Infrastructure Construction; corrective action has been taken. The other divisions show year-on-year improve-ments.

6–7

11.10.A place for culture on the Sulzer siteImplenia provides a hall for cultural events on the Sulzer site in Winterthur.

13.10.Karl’s kühne Gassenschau stays in WinterthurSite owner Implenia will once again host the spectacular show FABRIKK in Winterthur in 2012.

2011 in pictures

21.10.Implenia starts a new training course for construction cost plannersThere is a demand for well qualified construction cost planners. But until now there has not been any suitable professional training. In order to fill this gap, Implenia and the Lucerne University teamed up to create the “CAS Baukostenpla-nung GU / TU” (“Certificate of Advanced Studies in Construction Cost Planning for General and Total Contracting”) training course (more infor-mation in fold-out focus-employer).

30.10.Lucerne Marathon goes through the tunnelThe course of the fifth Lucerne Marathon takes runners through the new Zentralbahntunnel built by Implenia. The project won the 2012 Infra Prize (prize awarded every year by “Fach-verband Infra”, the Swiss association of infra-structure construction companies).

17.10.Daisy blooms in the far north Norwegian acquisition Betonmast Anlegg now operates under the Implenia brand.

8–9

25.11.Implenia in Winterthur for a yearA year after acquiring Sulzer Immobilien AG and its land and properties in central Winterthur, Implenia and the mayor of Winterthur announce details of the development of the former Sulzer industrial complex.

05.12.Implenia with solar cell pilot projectThe first portacabins in Switzerland equipped with photovoltaic cells are set up at Implenia’s construction site in Lausanne-Vennes and produce their own electricity.

19.12.Increased strength in build-ing construction businessImplenia Infrastructure Con-struction adjusts organisa-tional structures to improve customer focus and risk management, thus setting the course for a sustained im-provement in earnings from building construction.

NavigatioN

10–11

Annual Report 2011Letter to Shareholders 12 – Apprentices talk to the CEO 30 – Annual report 2011 40 – Real Estate 48 – Infrastructure

Construction 52 – Industrial Construction 56 – Implenia in Norway 61 – Corporate Center 64 – Value-based Manage-

ment 66 – Vision, values and positioning 82 – Strategy and business model 86 – Employees 90 – Sustainability 98

Information for investors 104

Letter to SharehoLderS

strategic foundations laid for earnings growthWe are pleased to be able to present you with another good set of annual results. With

EBITDA, operating result and consolidated profit well above previous year’s levels, 2011 was a very successful financial year. In addition, important strategic steps have been taken that will help us unlock our Group’s potential. Our earnings targets are within reach.

Dear shareholder,

Our company can look back on a successful financial year. It achieved excellent results. By acquiring Betonmast Anlegg and entering the Norwegian growth market, a significant step forward has been taken in the implementation of our interna-tional strategy and towards the attainment of our earnings and growth targets. Promising investments in the project develop-ment area made an important contribution to the long-term sustainability of business volumes and operating results. Other important priorities in 2011 included improved collaboration across different parts of the Group, and further progress on our sus tainability strategy.

12–13

Chairman of the Board of Directors Markus Dennler (right) and CEO Anton Affentranger (left) look back on a successful 2011 financial year.


project development business gains further momentumIn Switzerland, Implenia made some significant, highly promising investments in the proj-

ect development area in the second half of the year – including “Wrighthouse” in Opfikon, “The Metropolitans” in Zurich, and “Unterfeld” in Zug / Baar. These projects not only make an important contribution to maintaining medium-term business volumes and operating results in the Project Development business area but, thanks to the Group’s “One Company” integrated business model, help boost General Contracting and Infrastructure Construction too. Various projects were taken forward in Winterthur as part of the development of the former Sulzer sites in the city centre and in Neuhegi. In Basel, Implenia is building the “schorenstadt” housing estate – a beacon project for the 2000-Watt Society.

implenia moves into norwegian market and presses ahead with internationalisation

One highlight of the 2011 financial year was the acquisition of the Norwegian company Betonmast Anlegg. This acquisition marked a milestone in our international strategy, laying the foundations for our participation in the booming Norwegian tunnel and infrastructure market. With the expertise we have proven in Switzerland and with our strong team in Nor-way, all the elements are in place for us to position ourselves successfully in this market. Since October, Betonmast Anlegg has been operating in the Norwegian market as Implenia Norge. The acquisition represents another important step in the realisation of Implenia’s vision: “We are establishing ourselves as a recognised international expert in challenging infrastructure projects”. Furthermore, we socred successes in the Middle East with revenues flowing from our first infrastructure contracts in the region – microtunnelling projects in Al Ain (Abu Dhabi) and Muharraq (Bahrain).

14–15

real Estate and industrial construction generate very good resultsThe Real Estate and Industrial Construction Divisions achieved very good results for the

year under review, contributing substantially to our excellent consolidated result. In addition, the settlement reached between Consorzio TAT and AlpTransit Gotthard (ATG) generated various positive contributions. The settlement represents a good solution for all concerned, and marks another important step towards the successful completion of the historic Gotthard project.

Foundations laid for successful earnings growth at infrastructure constructionAfter a difficult first half of the year, the earnings situation at Infrastructure Construction

stabilised thanks to the immediate measures taken. The division also laid the foundations for a long-term positive operating performance. The focus is on strengthening client acquisition and customer service in Building Construction as well as effective, centralised cost calculations. We also created the conditions for a flexible, optimised use of personnel and technical resources. Against this background the new “Building Construction German-Speaking Switzerland” busi-ness area was established within the Infrastructure Construction Division on 1 January 2012. This will help improve our customer and market orientation in Building Construction.

changes in the Board of Directors and Executive committee On 1 October 2011 the Board of Directors transferred operational management of Implenia

to Anton Affentranger. Mr. Affentranger has stepped down from Implenia’s Board of Direc-tors and given up operational management of his private companies. The new Chairman of the Board of Directors, as from 1 October 2011, is Dr. Markus Dennler who, as the former Chairman of Batigroup, had been Vice-Chairman of the Board since the merger in 2006. Existing Board member Hans-Beat Gürtler was elected Vice-Chairman.


new management for industrial constructionOn 1 October 2011, Dr. Peter Preindl joined the Executive Committee and on 1 January

2012 he became the new Head of the Industrial Construction Division. As the former CEO of Austrian construction group Alpine Bau he has proven expertise and many years of experience in the construction industry. Mr. Preindl took over as Division Head from Luzi R. Gruber, who retired on 1 January 2012, but who will continue to help us in an advisory capacity on strategic issues and selected projects. We would like to thank Luzi R. Gruber for his many years of excep-tionally successful work, including his role in the building of the Gotthard base tunnel and the development of our company’s international strategy. On 1 January 2012, Rainer Preisshofen joined Implenia as the new Head of the Prime Buildings business unit within the Industrial Con-struction Division. We are confident that with these new appointments Industrial Construction is ideally positioned for the strategic and operational challenges that lie ahead.

sustainability remains in focus Sustainability is a passion at Implenia, and it will remain the central principle in all our

activities. In 2011 we carried out the groundwork that will allow us to publish our first Sustain-ability Report in autumn 2012.

Higher dividendsAgainst the background of very good results for 2011 and the continuing positive outlook,

the Board of Directors proposes to the General Meeting of 4 April 2012 to approve distribution from capital reserves of CHF 1.10 per share (compared with a dividend in the form of a reduc-tion in par value of CHF 0.90 in 2010).

16–17

Full order books and a positive outlookFull order books, our committed employees and a focussed strategy mean we can look for-

ward to the future with confidence. A significant improvement in incoming orders in the final quarter of 2011, a stronger customer orientation and a striking sense of fresh energy within the Group are contributing further to the positive outlook. On the market, we expect public sector investment activity to remain stable, especially in the infrastructure segment. The private sector is likely to be negatively affected by the strong franc and economic uncertainties in Europe. However, low interest rates, still relatively low property vacancy rates and the consistently high number of people migrating into Switzerland make us confident about private-sector business too.

thank youThe successful results we present to you here were made possible by the hard work of all

the employees who devote their expertise and passion every day to achieving Implenia’s goals. We would like to thank them very much for all they have done. And thanks also to you, our valued shareholders, for your confidence and your loyalty.

Anton AffentrangerCEO

Markus DennlerChairman of the Board of Directors

Since 1984 mobility has sharply in-creased in Switzerland. This has been due to population growth, urban sprawl into rural areas and the fact that more and more people have to travel ever greater distances between where they live, work and engage in leisure pur-suits. Most travel is down to everyday commuting and business trips; vaca-tions and leisure excursions account for just one-third. Whereas in 1970 as many as 580,000 working people (20%) did not have to commute to work, by 2000 this number had shrunk to 303,000 (10%). According to the Federal Office for Sta-tistics (FOS), the distances now trav-elled by working people are more than twice those of the other age groups.

Increased mobility does not necessarily mean that Swiss people are constantly travelling further or faster. They most frequently still walk or cycle, as a sur-vey by the Federal Office for Planning and Development revealed. For longer

distances they prefer to use their cars. Although modes of public transport – rail, bus and tram – managed to in-crease their share overall, at just under 20% they account for only a slightly higher proportion than air travel.

Shifting onto the roadsThe car is therefore the most popular and most commonly used mode of transport in Switzerland. Only 20% of households do not own a car; in 1984 the figure was still as high as 31%. In 2010 around 91 billion person kilome-

Mobility: Switzerland’s trumpAccording to the “Mobility and Transport” study car-ried out by the Federal Office for Statistics, in 2010 the Swiss population travelled a combined total of more than 120 billion kilometres. That is equivalent to each individual travelling half the earth’s circumference per year. Although more and more people are using the railways, the car remains the number one mode of transport.

“More and more freight traffic has shifted onto the roads.”

Federal Office for Statistics, “Mobility and Transport”, February 2011

tres were travelled by car, 7.5 billion more than in the year 2000. The extra strain in recent years has been taken mainly by the national trunk roads, which have acquired much greater macroeconomic significance. In 2011 alone the Federal government invested nearly 2 billion francs in roads, most of it for maintenance and expansion of the existing network. Since 2000 this has gained another 330 kilometres, with 150 kilometres being added to the Swiss motorway network, on which volumes have more than doubled since 1990. Ac-cording to ASTRA, the Federal Office for Roads, the most heavily used roads in the country include the stretches of the A1 between Geneva and Lausanne and between Berne and Winterthur, and the A2 in the Basel region.

Towns and cities more environmen-tally friendlyThanks to the improvements made under the “Bahn 2000” project, the

railways have made up a lot of ground. Although the network was expanded only slightly (by 60 kilometres), rail travel has seen the same sort of strong growth as road travel, accounting for an additional 6.56 billion person kilome-tres since 2000. Even so, advocates of sustainable development can point to only partial success. Targets and reality are drifting ever further apart, espe-cially in freight traffic, less and less of which is transported by rail. “This long-term trend is in line with developments in the European Union, where more and more traffic has been shifting onto the roads”, the FOS reports in the latest edi-tion of “Mobility and Transport”. Rail, bus and tram are used most eagerly by town and city dwellers. In urban areas, 30% of households do not own a car at all. This is one of the benefits of urban densification: it allows people to live, work and play in close proximity and so make transport more environmentally friendly.

number of person kilometres

The number of person kilometres travelled by private road transport and on the rail network has risen continuously since 2005.

Source: Federal Office for Statistics, “Mobility and Transport”, December 2011

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More sustainable mobility thanks to intelligent infrastructure projects The Pont de la Poya Bridge in Fribourg and the stretch of the A9 near Lausanne were among the most important infrastructure projects undertaken by Implenia in 2011. Both have a traffic-calming impact: the Pont de la Poya will relieve pressure on the old town of Fribourg, while the new surface on the A9 reduces the risk of aquaplaning and suppresses noise.

≤

The Pont de la Poya Bridge is 851.6 m long, with a total carriageway width of 19.25 to 22.15 m. From the Bellevue (Schoenberg qurter) approach the structure spans the River Saane some 70 m above the valley floor, linking Murtenstrasse (connecion to A 12) with Bernstrasse through the tun-nel and the roofed gallery, which are under construction.

≤The four-lane Lausanne bypass was opened in 1970. The bypass forms a 7.7 km stretch of the A9 motorway between Villars-Ste-Croix and Vennes. In the summer of 2011 Implenia replaced the asphalt road surface between the Pont de la Sorge Bridge in Villars-Ste-Croix and the Vennes exit (Lausanne). The work took two months and was carried out at night.

107 metres up – but no vertigoIn the Canton of Fribourg the 851.6 me-tre long Pont de la Poya Bridge, one of Switzerland’s most impressive feats of engineering, is taking shape: two steel and concrete approach bridges and, running between them, an in-clined cable-stayed cantilever bridge at both endings hung from two needle-shaped pylons rising to a height of 107 metres. At 196 metres, the cable-tensioned section of the Pont de la Poya Bridge is the longest pillar-free span in Switzerland. It poses a challenge in terms of both engineering and safety. The mixture of materials used, the tech-nique and the height above ground are “demanding”, admits Thierry Progin, Head of the Implenia branch office in Fribourg. Pouring the concrete and spanning the cables at a height of 107

metres have also placed serious de-mands in terms of ensuring the safety of the 42-strong team of highly experi-enced, vertigo-free bridge builders.

The visually imposing Pont de la Poya Bridge is the kingpin of an infrastruc-ture project costing around CHF 200 million, the aim of which is to improve quality of life in the town of Fribourg. The beautiful old town centre – the castle district – was in danger of suffo-cating to death from the daily traffic of around 25,000 vehicles. The project also involves the construction of a tunnel and two intersections. Motorists will be able to use the Pont de la Poya to cross the River Saane. A 251-metre tun-nel will then channel them under the Palatinat Park and the SBB rail tracks. The Pont de la Poya has four lanes: three carriageways for motor vehicles and a separate lane for pedestrians and cyclists. The town of Fribourg is be-ing relieved of its traffic burden while enhancing the mobility of its popula-tion. “The Poya project will satisfy the long-held aspirations of the people and authorities of Fribourg”, says Giancarla Papi, Head of the Construction and Planning Office of Canton Fribourg.

The project has had an extremely diffi-cult birth: it has taken 50 years to begin construction of the Pont de la Poya. In the autumn of 2010 the foundation stone was finally laid by members of the Governing Council of Canton Fribourg, cantonal engineers and representatives of the project’s chief contractor and sub-contractors. Construction work be-gan in November 2009. It will be in late

“The mixture of materi-als used, the technique and the height above ground are challenging.”

Thierry Progin, Head of the Implenia Infrastructure Construction branch office in Fribourg

2014 at the earliest before the first cars drive over the bridge. Interested parties can take part in a guided tour to visit the construction site or can follow it on webcam (www.pontpoya.ch).

Implenia leads consortiumThe CHF 56 million Pont de la Poya Bridge is being built by a consortium of three firms. With its 40% stake, Implenia leads the consortium and is responsible for the technical and op-erational supervision, with Implenia Infrastructure Construction handling 70% of the engineering and construc-tion work.

Night shifts on the A9Every day the six-lane Lausanne by-pass section of the A9 is used by 90,000 vehicles. The 7.7-kilometre stretch between Villars-Ste-Croix and Vennes is thus one of the most heavily used sections of motorway in Switzerland. In 2011 the stretch was resurfaced. The cost and deadline constraints made the job a very challenging one for Im-plenia’s Vaud profit centre. “The size of the job and the smooth cooperation between our various branch offices in western Switzerland do great credit to Implenia in French-speaking Swit-zerland,” says Olivier Mouron, Head of Civil Engineering for the Western Swit-zerland Region. To ensure that traffic flows on the stretch of motorway were not impeded, the work was carried out exclusively at night for the duration of the two-month project. The old road surface was removed and replaced with a "open-pore asphalt"(PA 11). Unlike traditional asphalt, where the mineral

content melts together with bitumen to form a compact mass, the open-pore surface has a rough granular consist-ency. Thanks to tiny spaces between the granules there is only a very thin film of water. Thus, traffic noise is absorbed.

Implenia’s innovative asphalt products Implenia doesn't just work out on the roads themselves. In the background the Implenia laboratory has been re-searching traffic noise for many years now, analysing and refining the recipes for asphalt products available on the market by adding in recycled materials such as gravel and sand or rubber and trying out other types of resinous or binding substances. Together with Sapa SA (a joint venture between Implenia and Walo Bertschinger) the Implenia laboratory has developed the low-noise road surface “Sapaphone” (a trademark), which achieves much improved re-sults. Sapaphone reduces traffic noise by around 9 decibels, or three times as much as required by the Federal Of-fice for Roads (ASTRA) and the Federal Office for the Environment (BAFU). In 2010 more than 2000 tonnes of Sapa-phone asphalt were laid on Swiss roads. The Implenia laboratory is monitor-ing the behaviour of these Sapa phone surfaces to gather information on the product’s long-term stability.

“The A9 job is a flagship project for Implenia in French-speaking Switzerland.”

Olivier Mouron, Head of Civil Engineering, Western Switzerland Region

Pont de la Poya Bridge – facts and figuresCommissioned by Civil Engineering Department, Canton of Fribourg

Chief contractor Groupement MPP p/a GVH Saint Blaise

Cost CHF 56 million

Total length 851.6 m

Length of central span 196 m

Height 107 m

Concrete used 16,000 m3

Reinforcement rods 2,800 t

Steel 3,539 t

Excavated material 44,000 m3

Anchor piles 720

A9 – facts and figuresCommissioned by Federal Office for Roads ASTRA

Chief contractor CSD Ingénieur M. Saugy

Implementation Implenia Infrastructure Construction, Echandens

Tender amount CHF 18.1 million

Bypass surface area removed 250,000 m2

Trial surfacing removed 19,000 m2

Weight of material removed 40,000 t

PA 11 surfacing laid 21,000 t

AC MR 11 surfacing laid 4,200 t

No. of nights worked 44

No. of personnel per night 100

Apprentices tAlk to the ceo

Apprentices Deborah Bazzanella, Sheila Gehringer, Kevin Rumo, Daniel Kaldis and Joel Vollenweider (left to right) talk to Anton Affentranger.

30–31

He certainly felt a bit nervous; after all, it’s not every day that an apprentice gets the oppor-tunity to talk to Implenia’s CEO, says 17-year-old Daniel Kaldis. The carpentry apprentice in his first year of a BMS course (an academic course running in parallel with a practical apprentice-ship) is simultaneously training with Implenia’s Wooden Construction Department in Rümlang. Together with his colleague Joel Vollenweider (17), a second-year carpentry apprentice, he has come to Dietlikon on this cold January morning to join the discussion. The other participants are already waiting on the sixth floor of Implenia’s head office building, usually home to strate-gic Board meetings and intensive Executive Committee sessions. One of those already there is 20-year-old Sheila Gehringer. She has already been able to gain experience in various depart-ments, including the IT help desk in Oerlikon and the Human Resources Department in Aarau. The fact that her mother is called Margrit – which also happens to be the German name for Implenia’s “daisy” logo – is not, of course, the only reason why she chose to train at Implenia (Affentranger’s deep laugh rings out, and not for the last time during the hour-long discussion). The main things she likes about Implenia are its size, the large number of exciting projects and the opportunity to work with different people. Deborah Bazzanella, a 19-year-old com-mercial apprentice in the second year of an “E-Profil” course (expanded basic training), nods in agreement and says that she can’t think of another company that offers such a varied insight into working life. She is currently working in Dietlikon for Implenia General Contracting.

“Details make the difference”

Implenia is very serious about promoting new talent and training young employees. More than 200 apprentices – in office jobs and on site – are currently learning their trade with us. Why did they come to Implenia? And what have they always wanted to ask the CEO about? Anton Affentranger met five young people for a discussion.

apprEnticEs talk to tHE cEo

varied insights into working life“Rotation is a central principle for offi ce-based apprentices,” explains Andrea Wyss, who is

in charge of commercial apprentices at Group level. “We want out apprentices to see what life is like in all sorts of different areas. This helps them apply the theories they have learnt at school to a wide variety of practical situations. It also helps the apprentices work out which areas they might want to consider for a future career.”

Back on the sixth fl oor, Kevin Rumo, from Fribourg, is introducing himself. The site-based apprentice, now in his third year of training, proudly tells the room that he works on a road construction site in Fribourg. But that he still hasn’t been to the Poya Bridge, one of Implenia’s biggest fl agship projects in the region. Affentranger wonders if he had to get up particularly early to come to Dietlikon this morning. No, replies Rumo, only at 7 a.m., which is practically a lie-in for him.

Anton Affentranger: How have you liked training at Implenia so far?Sheila Gehringer: It’s exciting and very varied.Daniel Kaldis: Yes, and we have a super team, great people and a good atmosphere.Joel Vollenweider: I think the most exciting thing is that as an apprentice you can work

on the large-scale contracts that Implenia gets. Smaller fi rms just can’t offer this opportunity. I might be working next on the planned residential development in Mellingen [editor’s note: scheduled to be the biggest Minergie-A housing estate in Switzerland], that would be really exciting!

Anton Affentranger: Is there anything that we could be doing better? Apart from paying you more.... (Affentranger grins and the apprentices laugh loudly.)

“The training course at Implenia is interesting and varied.”

Sheila Gehringer, 20, commercial apprentice, Implenia Corporate Center / Human Resources, Aarau

32–33

Daniel Kaldis: You could improve the apprenticeships by asking more of the apprentices. We could be given challenging work earlier. It would also be better for the company if it gave the apprentices more responsibility and more independence earlier.

practice and theory come together More than 200 apprentices are currently at Implenia, preparing themselves for a wide vari-

ety of professional careers. They include construction equipment mechanics, builders, founda-tion engineers, heating technicians, ventilation technicians, plumbing technicians, bricklayers, mechanics, joiners, road-builders, transport infrastructure engineers and carpenters. Andrea Wyss explains: “We want to identify good new talent early and, depending on how mobile they are, give them the most suitable placements. Most apprentices will be given a job at the com-pany after they have finished their course.” This fluid transition from training to working life is one of the things that makes the parallel training system, with is equal weighting of theory and practice, such a successful model. Switzerland has one of the lowest rates of youth unemploy-ment in Europe. At 3.4%, the percentage of young people out of work is only marginally higher than the overall jobless rate (source: Seco, “Die Lage auf dem Arbeitsmarkt”).

Anton Affentranger: Can you imagine working for Implenia later on?Deborah Bazzanella: Yes, certainly. If there’s an opportunity, of course. I would be inter-

ested to know how you see your role as CEO.

“I think it’s great that as an apprentice you can work on the large-scale contracts that Implenia gets.” Joel Vollenweider, 17, second year of training as a carpenter, Implenia Wooden Constructions, Rümlang.


Anton Affentranger: I always say that the CEO is the one who ends up fielding the prob-lem. Complaints of all types, internal and external. Not that we have too many of them, but they do occur from time to time, and that’s what I’m here for. If problems can’t be solved, they end up with me. My job is to ensure that everything is running, that the organisation is working properly, and that the people can work together well. I am responsible for ensuring conditions that allow everyone in the Group to progress and do their job as well as possible. I also work to create a good atmosphere and help foster a fighting spirit among staff. And finally, one of my goals as CEO is to make sure that we all uphold our company values and adhere to our Code of Conduct.

Deborah Bazzanella: What do you do if employees don’t comply with our Code of Conduct?

Anton Affentranger: First and foremost it was important for me to introduce the Code of Conduct at Implenia, and communicate it so that every single employee understands it – from Executive Committee, to department managers, to employees, to apprentices...

Daniel Kaldis: May I ask what it’s about?Anton Affentranger: (laughs) I see we already have a few follow-up tasks! But to answer

your question: the Code of Conduct can be seen as our constitution. It’s where we define how we want to behave as a company towards our clients, the general public and our employ-ees. In short, these are the rules of behaviour that we want to follow. For all of us the Code of Conduct serves as a guide in our working lives. Every employee – including apprentices – has signed to say that they have read, understood and accepted the points contained in the Code.

“I learned my French on the building site.”

Kevin Rumo, 18, road construction apprentice, Implenia Infrastructure Construction, Freiburg i. Ue.

34–35

Deborah Bazzanella: But we still had to pay a fine for what happened in Canton Aargau.Anton Affentranger: Yes, that’s true. We were fined because businesses in Aargau made

agreements with each other, thus contravening the principles of the free market. Implenia is clearly committed to free and unfettered competition. In fact this is stated in the Code of Con-duct. We now take a zero tolerance policy towards anyone who infringes the Code of Conduct. Anyone who so seriously contravenes our principles will lose their job. As the largest construc-tion firm we have a particular responsibility and must set an example of impeccable behaviour.

Encouraging an international mindset even among apprenticesAt its 2011 Apprenticeship Conference, Switzerland’s Federal Office for Professional Educa-

tion and Technology (OPET) wrote the following: “The globalised world of work presents new challenges in professional education. Occupational mobility is becoming a key success factor for today’s workers and for the competitiveness of Swiss companies. Given this situation, mea-sures are required that make it easier for apprentices to move around with their work and thus prepare them in the best possible way for the requirements of working life.” Implenia’s role as an international company, and the opportunities and challenges of globalised working are also subjects that preoccupy our apprentices.

Anton Affentranger: Mr. Rumo, it’s mainly French speakers who work at our unit in Freiburg isn’t it? How is your French?

Kevin Rumo: They mainly speak French on the building site, so I learned it quickly. This is a big advantage for me because it makes things much easier at school.

Anton Affentranger: It will benefit you not only at school but in your later working life. Languages are the key to being able to work all over the world – if that is what you would like.

Joel Vollenweider: Do you know a lot of languages?Anton Affentranger: I grew up bilingually in South America, learning German and Span-

ish. I still only speak Spanish with my brother. Then I studied in Geneva, which is where I picked up French. And I feel pretty comfortable in English too.

Joel Vollenweider: A couple of people in our department recently went to Germany to finish off some shuttering work on site. Will Implenia be doing more work abroad in future?


Anton Affentranger: Yes, I think that will definitely happen. As I’m sure you know, we are running a huge construction site at the moment in Switzerland for the NEAT project, with lots of very highly skilled people working on the tunnelling. But the NEAT work is coming to an end soon. The aim of our international strategy is to utilise the experience and expertise of the people currently working on NEAT and similar projects by giving them opportunities abroad. We already have two projects in the Middle East: in Abu Dhabi and Bahrain. They both involve microtunnelling – small tunnels with a maximum diameter of 1.2 meters, often used for things like waste-water systems. We are currently hoping to win a third contract in Dubai. We are also building one of Italy’s tallest buildings at the moment, the Bank Intesa Tower in Turin. And in August we bought a company in Norway. We have high hopes for this acquisition. Do you know which three departments at Implenia worked over the Christmas break?

Sheila Gehringer: I would guess the accounts department to prepare for the annual results and HR Administration.

Anton Affentranger: Correct, and the other department was our operation in Norway. Our new colleagues have so many projects for which they have to prepare offers that they had barely any time for a holiday. Our dream is for us to be able to deploy our people in Switzerland internationally. But it’s not easy.

Daniel Kaldis: I’d go straight away!Anton Affentranger: (laughs) I believe you. But let me give you an example: for the Turin

Tower project, which we started work on about a year and a half ago, it was very difficult to find people in Switzerland who wanted to go to Italy. I remember a 35-year-old project man-ager who would have been perfect for the job. But for personal reasons he didn’t want to leave Switzerland. Precisely when it comes to exporting our Swiss quality to other countries, it is vital that we also have Swiss people on the ground who can use their expertise and experience. This means, however, that people have to be mobile and have to want to seize the opportunity. What I mean to say to you is this: you are all still right at the start of your career. Be aware that there are opportunities not just in Switzerland, but internationally.

Deborah Bazzanella: What brought you back to Switzerland?

“In order to deploy our expertise internationally, we need employees

who are mobile and who are prepared to look for opportunities

outside Switzerland too.”Anton Affentranger, CEO

36–37

Anton Affentranger: I think it’s a great country. On every trip, and every time I work abroad, I always realise: we have it good in Switzerland. So I think we should look after what we have here, though always remaining open to the world and to new things. It’s like at Implenia: there are of course things that we could do better, but we can be proud of the quality we achieve and of the way we work. Values like reliability, punctuality, precision, quality – these are all very strongly associated with Switzerland for me. I believe we have a responsibility to nurture these values.

Quality countsAs the discussion continues, Sheila Gehringer wants to know how many building sites Mr.

Affentranger has visited. Affentranger asks back: how many building sites does Implenia have in Switzerland. Blank looks. And then the figures start pouring out: 100; 1,500; 2,000; 2,500. There are a total of 4,000 construction sites in Switzerland alone, Affentranger confirms – and this doesn’t include the international units like Norway. Joel Vollenweider wonders if he can really maintain a clear overview of so many projects. And soon the discussion turns to working hours and how many are needed to do all the work a CEO needs to do.

“I’d go abroad straight away!”Daniel Kaldis, 19, first year of training as a carpenter, Implenia Wooden Constructions, Rümlang.


Daniel Kaldis: How many hours do you work on average each week?Anton Affentranger: I don’t know. For me it’s not a question of work time and leisure

time. Everyone these days talks about work-life balance, but I rarely think about how much exactly I have worked. The important thing for me is that I enjoy doing what I do, whether it’s working, cooking or running a marathon. If you do something that you don’t actually like doing, then you have to correct the situation – because as far as I’m concerned, every minute that you spend doing something you don’t like is a minute too many.

Sheila Gehringer: But there must be moments when you simply have too much to do and reach the end of your tether, even if you basically enjoy the work…

Anton Affentranger: There are certainly moments when you reach your limits. We had a situation like that last autumn when the management changes happened. We had to make some far-reaching decisions very quickly. It was similar when the “Letzigrund” issue was at its height. You have to remember how serious it was: people were saying that a structure we had built was not safe and could be about to collapse. Even though we knew this was far from the reality and had numerous expert reports clearly stating that the opposite was true, it is not easy to cope with such accusations. Then there was the media, which wrote all about it and built up an enormous amount of pressure. Often it’s not about the matter itself, but more about the people involved. And in times like that you realise how important it is to have a good professional, but also private and family, environment to support you.

“Often it’s the details that decide whether a project or a contract bid

is successful or not.”Anton Affentranger, CEO

38–39

Deborah Bazzanella: What characteristics do you believe are important for an Implenia employee?

Anton Affentranger: It’s important that everyone knows and understands what it is to be a service provider. For example, they have to understand that the details are important. This holds for your day-to-day work, whether it’s in accounts, on the building site, or in the carpen-ters shop, Mr. Kaldis and Mr. Vollenweider. Often it’s the details that make the difference be-tween success and failure. To ensure the customer is happy, everything has to be right. It’s the same for every construction project. The result is what counts. You asked me earlier how much I work. I think the more important thing is that whenever we work, and for however long, we do it right. That is my basic philosophy. Sometimes it means having to go the extra mile. Last weekend, for example, we worked on a presentation until everything was perfect down to the very last dot on the last “i”. It was nerve-wracking, but we had an important customer pre-sentation on the Monday morning. And if I could leave you with any message today, it would be this: ensuring that the very last detail is right requires commitment and passion. I very much hope that I have been able to kindle a little of that flame in you.

Affentranger admits that he is hard to please, and he knows that this can sometimes be hard to take. His family could tell a few good stories about it. When he was checking his youn-ger son’s essay the other day, he made so many corrections that the student protested and said he’d never give his father any work to look at ever again. A sigh of sympathy goes round the table; it’s clear the apprentices identify with the son. But they all grin and when the time comes to say goodbye it’s clear that Deborah, Sheila, Joel, Daniel and Kevin are going back to their workplaces feeling stronger and more motivated.

Text and moderation: Philipp Bircher

“If I get the opportunity, I can easily imagine continuing to work at Implenia after my apprenticeship."Deborah Bazzanella, 19, commercial apprentice, Implenia General Contracting, Dietlikon

annual rEport 2011

stable construction market The construction market in Switzerland performed robustly again in 2011. Civil engineering

was one of the main drivers as the sector continued to benefit from major public sector infra-structure works. The only decline was recorded in the tunnelling business, which was a result of NEAT work coming to an end. The other main driver was the positive trend in residential construction: low interest rates and migration into Switzerland mean there is a demand for new homes. Meanwhile, investment in commercial and industrial building work was subdued. Com-panies’ caution in the wake of the European debt crisis was plain to see in this segment.

Although the construction market as a whole grew, prices in individual segments remained under pressure. The healthy level of construction activity also had an effect on the labour market. Employment figures reached a record high, and there were shortages of some specialist personnel.

a successful 2011 for implenia

EBITDA, operating result and consolidated profit for the 2011 financial year are all excellent. The Real Estate Division recorded a very good business performance and gained further momen-tum in the Project Development business. Industrial Construction achieved an outstanding result. With the acquisition of the Nor-wegian com pany Betonmast Anlegg, Implenia has created an ad-ditional platform from which to exploit its international growth potential. At Infra structure Construction, important steps were taken towards sustainable profitable growth. The Group’s full or-der book gives reason to be confident about the current year.

40–41

2nd half-year Sale of Privera CHF 11.3 million 1st half-year margin


consolidated profit (in CHF million)


0

20

80

60

40

100

4%

8%

2%

6%

10%

0%

20

07

20

08

20

09

20

10

20

11

38

.7

59

.0

67.

6

77.

7

93

.7

1.6%

2.6

% 3.0

% 3.3

% 3.7

%

5.9

23

.7

10.5

19.4

12.3

32

.8

35

.3

57.

1

58

.3

81.

4

0

10

30

60

50

40

20

70

2%

6%

4%

8%

0%

20

07

20

08

20

09

20

10

20

11

25

.5

40

.0

47.1

52

.5

61.4

1.1%

1.7% 2

.1%

2.2

%

2.4

%

3.5

16.8

6.2

12.5

4.2

22

.0

23

.2

40

.9

40

.0

57.

2

consolidated key figures2011 2010 ∆

CHF 1,000 CHF 1,000

Consolidated revenue (excl. Norway) 2,441,202 2,388,418 2.2%

Revenue Implenia Norge 1 81,444 –


EBIT divisions 93,529 76,997 21.5%



EBITDA 140,489 112,552 24.8%

Free cash flow 67,311 39,920 68.6%

Number of shares 18,472,000 18,472,000 –

Outstanding shares 18,292,994 18,260,983 0.2%

1 from 18.07.2011

annual rEport 2011

EBitDa (in CHF million)

Best result in implenia’s historyThe Implenia Group can look back on a successful 2011. Excellent figures were recorded

for all key benchmarks. Group revenue increased 5.6% to CHF 2523 million (2010: CHF 2388 million). CHF 81.4 million of this, or 3.2%, can be attributed to newly acquired Norwegian company Betonmast Anlegg (Implenia Norge). Two of the divisions, Real Estate and Industrial Construction, posted an excellent business performance. Infrastructure Construction failed to meet expectations in the first half year, but in the second half of 2011 the division matched the good performance of the equivalent period in the previous year. With a package of measures aimed at strengthening customer focus and risk management, the Infrastructure Construction Division set the course for sustainable profitable growth.

EBITDA, the operating result and consolidated profit were all significantly higher than in the previous year: EBITDA went up 24.8% to CHF 140.5 million (2010: CHF 112.6 million), operating earnings rose 20.6% to CHF 93.7 million (2010: CHF 77.7 million), and consolidated profit increased 17.0% to CHF 61.4 million (2010: CHF 52.5 million). Thus, Implenia has clearly improved its margins again. The EBITDA margin is now up at 5.6%, compared with 4.7% in 2010. The operating income margin is 3.7% (2010: 3.3%) and the consolidated profit margin

Free cash flow (in CHF million)


Cash flow from operating activities Cash flow from investment activities Free cash flow

0

30

120

90

60

150

4%

8%

12%

0%

20

07

20

08

20

09

20

10

20

11

84

.7

98

.5 104

.6 112

.6

140

.5

3.6

% 4.2

% 4.6

%

4.7

% 5.6

%

24

.2

43

.7

29

.1

36

.6

29

.4

60

.5

54

.8 75.5 76

.0

111.

1

–150

–100

0

150

100

50

–50

200

20

07

20

08

20

09

20

10

20

11

–113

.3

169

.1

92

.7

39

.9

67.

3

42–43

2.4% (2010: 2.2%). The disproportionately large improvement in income is due to the growth in the high-margin Project Development business, better final earnings from general contracting projects due to optimised project management, and strict cost and risk management. As well as outstanding operating results, the settlement between Consorzio TAT and ATG (AlpTransit Gotthard) made an additional positive contribution to earnings (details on page 59).

High cash flow and a solid capital baseFree cash flow was up at the healthy level of CHF 67.3 million (2010: CHF 39.9 million).

This is a product of a good business performance as well as strict management of net working capital (NWC) and liquidity. Implenia financed the Betonmast Anlegg acquisition and the investments made to strengthen the project development portfolio (“Unterfeld”, “Wright-house”, “The Metropolitans”) entirely from current cash flow. Meanwhile, in accordance with its strategy the Group sold investment properties from the Sulzer portfolio that did not fit its strategic focus. This freed up previously committed capital.

key balance sheet figures2011 2010 ∆

CHF 1,000 CHF 1,000

Cash and cash equivalents 402,532 349,274 15.2%

Real estate transactions 247,047 217,983 13.3%

Other current assets 820,059 734,230 11.7%

Non-current assets 418,065 375,516 11.3%

Total assets 1,887,703 1,677,003 12.6%

Financial liabilities 209,073 199,760 4.7%

Other liabilities 1,135,102 981,759 15.6%

Equity 543,528 495,484 9.7%

Total equity and liabilities 1,887,703 1,677,003 12.6%


Investments in real estate 76,459 50,848 50.4%

Investments in fixed assets 38,720 39,496 (2.0%)

Equity ratio 28.8% 29.5% (0.7%)

annual rEport 2011

net cash position (in CHF million)

return on invested capital (roic) (in %)

Cash Debt Net cash position

Invested capital (in CHF million) ROIC (operating income / invested capital) WACC before tax

As at 31 December 2011, the company held net cash of CHF 193.5 million, compared with CHF 149.5 million at the end of 2010. The expansion of foreign business and the investments made in new projects pushed total assets up to CHF 1888 million (2010: CHF 1677 million). The equity ratio moved down slightly from 29.5% at the end of 2010 to 28.8%. Implenia thus continues to boast a very solid equity base by industry standards.

implenia creates sustainable valueIn 2011 Implenia again increased its return on invested capital (ROIC). This now stands at

26.8% compared to 22.4% in the previous year. The weighted average cost of capital (WACC) of 9.5% was thus exceeded by 17.3 percentage points before tax. This means that Implenia once again created significant value. Invested capital stayed virtually unchanged despite the acquisition of Implenia Norge and the investments in development projects. There was a dispro-portionately large improvement in profitability, which led overall to the increase in ROIC.

–300

–200

100

400

300

200

–100

0

500

20

07

20

08

20

09

20

10

20

11

–117

.3

36

.7

85

.9

149

.5 193

.5

0

100

300

500

400

200

600

10%

30%

20%

40%

50%

0%

20

07

20

08

20

09

20

10

20

11

7.4% 9

.4%

9.4

%

9.3

%

9.5

%

9.6

%

15.3

%

19.9

%

22

.4% 2

6.8

%

52

2.2

38

6.6

34

0.4

34

6.0

35

0.1

44–45

confident outlook for 2012Construction activity in Switzerland will probably continue this year in much the same vein

as 2011. Driven by stable demand from the public sector, there is likely to be a similar volume in the civil works sector as in 2011. Momentum should be maintained in the residential con-struction market. These trends will ensure that the market environment remains healthy, though price pressure will continue.

The Group’s order book has been maintained on a high level and, thanks to the acquisition of Norwegian company Betonmast Anlegg, increased by 2.7%. Incoming orders improved sig-nificantly especially in the final quarter of 2011, partly because of more intense customer care. Given the high level of orders, stable construction activity, and a noticeable sense of forward momentum within the Group, Implenia expects another positive business performance in 2012. At the Real Estate and Industrial Construction Divisions, the task will be to confirm 2011’s good results. Implenia will concentrate on exploiting the high growth potential in international infra-structure construction and in project development. The Infrastructure Construction Division will concentrate on profitable orders and press ahead with the measures that have been initiated to intensify customer care and improve efficiency. Based on its integrated business model and its collaboration across all areas of the company, Implenia will continue to build up its market position and also compete successfully on price.

invested capital2011 2010 ∆

CHF 1,000 CHF 1,000

Current assets excl. cash and cash equivalents 1,067,106 952,213 12.1%

Non-current assets 418,065 375,516 11.3%

Less debt capital (excl. financial liabilities) (1,135,102) (981,759) (15.6%)

Total invested capital 350,069 345,970 1.2%

operating income

2011 2010 ∆CHF 1,000 CHF 1,000

Total operating income 93,676 77,658 20.6%

annual rEport 2011

production output (in CHF million)

2nd half-year 1st half-year

0

1,000

2,500

2,000

1,500

500

3,000

20

07

20

08

20

09

20

10

20

11

2,7

05

2,5

42

2,6

37

2,7

16

2,7

77

1,31

0

1,18

8

1,2

00

1,2

28

1,2

25

1,3

94

1,3

54

1,4

37

1,4

88

1,5

52

production output2011 2010 ∆

CHF 1,000 CHF 1,000

Real Estate 1,414,880 1,310,500 8.0%

Infrastructure Construction 1,288,224 1,344,886 (4.2%)

Tunnelling 274,871 335,572 (18.1%)

Implenia Norge 1 81,444 –

Prime Buildings 19,759 13,989 41.2%

Various / elimination of intra-group services (302,512) (288,742) (4.8%)

Total production output 2,776,666 2,716,205 2.2%

1 from 18.07.2011

Production output is made up of consolidated revenue and the relevant portion of net revenue from our joint ventures.

46–47

order book (in CHF million)

Total order book Revenue in third subsequent year et seq. Revenue in second subsequent year Revenue in subsequent year

0

3,000

2,000

1,000

4,000

20

07

20

08

20

09

20

10

20

11

2,5

13

2,9

59

3,4

45

3,0

70

3,1

54

1,8

75

1,8

43

1,9

20

875

80

8 90

5

69

5

419 32

9

order book2011 2010 ∆

CHF 1,000 CHF 1,000

Real Estate 1,616,139 1,663,196 (2.8%)

Infrastructure Construction 744,157 712,278 4.5%

Tunnelling 592,403 598,959 (1.1%)

Implenia Norge 126,529 –

Prime Buildings 74,687 95,881 (22.1%)

Total order book 3,153,915 3,070,314 2.7%

rEal EstatE

key projects Monséjour housing estate, Fribourg Implenia is building 112 rental apart-ments for its client Suva right in the heart of the Swiss city of Fribourg (picture). Implenia is also building the Prés de l’Île residential development in Martigny for the same client and Groupe Mutuel. Here in the Lower Valais the Real Estate and Infrastructure Construction divisions are creating 96 owner-occupied and rental apartments. “Coupe Gordon-Bennett” in Vernier is another key project where Suva is relying on Implenia’s expertise.

Wrighthouse, Glattpark / Opfikon Thanks to its location, the “Wrighthouse” development that Implenia is building at Glattpark will act as the link between the Glattpark district of Opfikon and the city of Zurich. This key urban project, with 122 owner-occupied and rental apartments, is worth approximately CHF 80 million.

Riedmühlepark, Dietlikon On a piece of for-mer industrial wasteland in Dietlikon, 76 owner-occupied and 43 rental apartments are being built. With an investment of around CHF 85 million, Implenia is realising this high-end project in accordance with the Minergie-P standard.

48–49

The Real Estate Division, with its General Contracting / Services and Real Estate (Project Development) units, recorded a very good business performance in 2011, increasing its revenue by 8.0% year-on-year to CHF 1415 million. EBIT increased disproportionately by 23.8% to CHF 45.0 million. Order volumes were maintained at around the previous year’s high level at CHF 1616 billon.

General contracting / services posts record result General Contracting / Services posted a record year, increasing EBIT by 27.8% to CHF 19.7

million (2010: CHF 15.4 million). The EBIT margin rose from 1.4% to 1.7%. One reason for the better operating performance was the effective project and risk management. Implenia again won a series of important General Contracting orders, thanks in particular to its outstanding acquisition work in Western Switzerland. Examples include the new conference hall at the

real Estate Division

Real Estate looks back on a successful 2011. In the second half of the year the division achieved the best half-year result in its history. This was made possible by a larger contribution from the high-margin Project Development business, and a very good result in General Contracting.

key figures real Estate2011 2010 ∆

CHF 1,000 CHF 1,000

Revenue 1,414,880 1,310,500 8.0%

EBIT General Contracting / Services 19,659 15,385 27.8%

EBIT Real Estate (Project Development) 25,297 20,925 20.9%

EBIT 44,956 36,310 23.8%

Order book 1,616,139 1,663,196 (2.8%)

Headcount (FTE) 482 464 3.9%

rEal EstatE

headquarters of the World Intellectual Property Organisation in Geneva, the new office building for insurance company CSS in Lausanne, and the “Monséjour” residential development in Fribourg. Highlights in German-speaking Switzerland included winning contracts for Plot E of the “Europa allee” project in Zurich and for Parktower in Zug. Reuss Engineering, which special-ises in engineering and sustainability issues, continued to expand its business.

production output 2011 by business segment

production output 2011 by region

General Contracting / Services – residential General Contracting / Services – commercial General Contracting / Services – infrastructure Real Estate (Project Development) Reuss Engineering

“Implenia acquired several attractive development projects in 2011. This not only

secures future business volumes in Project Development but, thanks to the Group’s

integrated business model, in General Contracting and Construction too.”

René Zahnd, Head of Real Estate Division

1.3%16.1%

37.9%

36.6%

8.2%

11.8%1.3%

29.1%

18.4%

39.4%

East Zurich Central West Reuss Engineering, all of Switzerland

50–51

Full pipeline for project DevelopmentThe Real Estate (Project Development) unit exceeded the previous year’s good result and

increased EBIT by 20.9% to CHF 25.3 million (2010: CHF 20.9 million). This pleasing outcome confirms that the chosen strategy is the right one. A broad-based Project Development portfo-lio ensures good business volumes and operating results in the medium and long term. At the same time it helps increase the proportion of internally generated general contracting and construction orders. The portfolio includes projects like “Coupe Gordon-Bennett” in Geneva and “Rosengarten” in Arbon, which have already been running for some time. In addition, Implenia invested in several major new development projects in 2011, including “Wrighthouse” in Opfikon, “The Metropolitans” in Zurich, and “Unterfeld” in Zug / Baar. Implenia is also building the “schorenstadt” housing estate in Basel – a beacon project for the 2000-Watt Society. In Winterthur, various projects were taken forward as part of the development of the former Sulzer sites in the city centre and in Neuhegi. With three sales (buildings and / or proper-ties), Implenia was also able to dispose of non-strategic positions, thus freeing up capital.

EBit General contracting / services (in CHF million)

EBit real Estate (project Development) (in CHF million)

2nd half-year 1st half-year EBIT margin

2nd half-year 1st half-year

0

15

10

5

20

1.0%

2%

2.5%

3.0%

0.5%

1.5%

3.5%

0%

20

07

20

08

20

09

20

10

20

11

10.2

15.5

17.4

15.4

19.7

0.9

%

1.4%

1.6%

1.4%

1.7%

3.6

6.6

9.1

6.1

9.4

6.6

8.9

8.3

9.3

10.3

0

2

10

22

24

18

14

6

8

20

16

12

4

26

20

07

20

08

20

09

20

10

20

11

15.4

10.3

21.4

20

.9

25

.3

6.4

1.2

4.2

10.3

8.9

9.0

9.1

17.2

10.6

16.4

inFrastructurE construction

key projects Expansion of power station, Rheinkraft-werk Iffezheim (Germany) Thanks to the integration of a fifth turbine, the Rhein-kraftwerk Iffezheim power station will produce CO2-free electricity for 540,000 people. Following this expansion, Iffez-heim, 30 km south of Karlsruhe on the bor-der between Germany and France, will be the largest run-of-the-river hydro plant in Germany. Rheinkraftwerk Iffezheim GmbH has commissioned a consortium consist-ing of Implenia and the German company Schleith GmbH to handle the construction work required. Implenia is bringing its ex-pertise in civil engineering and foundation engineering to the proj ect. (Picture)

Hotel “Bell Rock”, Europa-Park in Rust, near Freiburg (Germany) The fifth “experience hotel” in Germany’s biggest theme park is be-ing built in a “New England” style. Implenia has been contracted to complete the whole project ready for turnkey handover. The gen-eral contractor work and shell construction is being handled by Implenia’s German branch in Rümmingen.

AlpTransit lot 026 Stägwald retaining wall, Erstfeld The Stägwald retaining wall protects the line between Erstfeld and the northern en-trance of the Gotthard base tunnel. Implenia used a total of 17,000 m3 of concrete for the base plates and wall sections.

52–53

In 2011 the Infrastructure Construction division generated revenue of CHF 1148 million, which is 4.4% lower than in the previous year (2010: CHF 1201 million). EBIT was 27.9% below the previous year’s figure at CHF 18.1 million (2010: CHF 25.1 million). The EBIT margin was 1.6%, compared with 2.1% in the previous year. The order book was 4.5% higher at CHF 744.2 million (2010: CHF 712.3 million).

infrastructure construction Division

After a difficult first half of 2011, in the second half the Infra-structure Construction Division performed close to the previous year’s good level. With measures taken to strengthen building construction and with a solid order book, the division is looking to the future with confidence.

key figures infrastructure construction 2011 2010 ∆

CHF 1,000 CHF 1,000

Revenue 1,147,649 1,200,636 (4.4%)

EBIT 18,100 25,117 (27.9%)

Production output 1,288,224 1,344,886 (4.2%)

Order book 744,157 712,278 4.5%

Headcount (FTE) 4,138 4,140 (0.0%)

inFrastructurE construction

EBit infrastructure construction (in CHF million)


Good second half-yearDuring the first half year, the tight price situation in Building Construction and a series of

projects that turned out not to be as profitable as expected led to a disappointing result. Implenia initiated comprehensive corrective measures in response. This immediate action had an effect and, combined with favourable weather conditions in the autumn, helped to produce a very good second half-year. However, as expected it was not possible to make up entirely for the first half, especially since there was also a base effect to contend with as a result of the very good second half-year in 2010. A good result was achieved in French-speaking Switzer-land, showing the positive effect of Implenia’s Swiss-wide portfolio of projects.

course set for profitable growth The new “Building Construction German-Speaking Switzerland” business area was created

within the Infrastructure Construction Division on 1 January 2012. Implenia has thus prepared the way to establish itself as the top company in the Building Construction business, and take a leading position in terms of closeness to customers and the market. A new central tech-nical office supports and monitors all activities in the business area with regard to risk mini-misation, project execution and cost calculations. Combined with centralised logistics, these measures have established a platform from which Building Construction activities can continue to make a positive contribution to operating results. Against this background and given the solid order book, the whole division is looking to the future with confidence.

–15

5

30

25

15

–5

–10

10

20

0

35

1%

2%

3%

4%

0%

20

07

20

08

20

09

20

10

20

11

21.5 2

4.4 24

.6

25

.1

18.1

1.9% 2

.2%

2.2

%

2.1

%

1.6%

–6

.4

–6

.0

–7.4

–6

.7

–12

.8

27.

9 30

.4 32

.0

31.8

30

.9

54–55

“Building Construction has to contend with intense price competition. In 2011 the

Infrastructure Construction division took action aimed at strengthening customer focus

and efficiency, thus setting the course for solid earnings in the years to come.”

Arturo Henniger, Head of Infrastructure Construction Division



Roads, civil works Buildings Civil engineering Operations and other

4.4%

13.3%

44.4%

37.9%

23.0%

14.2%

13.9%14.0%

4.6%

3.0%

27.2%

West East Central Alps Civil engineering, all of Switzerland International Other

inDustrial construction

key projects Nordenga Bridge, Oslo (Norway) The Nor-denga Bridge has given Norway’s capital city Oslo a new landmark. The spectacular steel construction spans the numerous railway lines that run into the country’s biggest train station. It is a key element in a major urban development programme intended to take the main flow of traffic away from the coastline. Implenia built the impressive structure on behalf of Stat-ens Vegvesen, the Norwegian government body in charge of public roads. Between the start of construction in February 2009 and the opening of the bridge in August 2011, the project used a total of 1,900 tonnes of steel and 4,200 cubic metres of concrete. (picture)

Pumped-storage power plant, Nant de Drance, Emosson From 2017, the Nant de Drance pumped-storage power plant should help cover peak power use by the SBB’s rail operations and improve security of supply within the Swiss electricity grid. In 2011 the value of Implenia’s contract for the job went up by around CHF 110 million.

Microtunnelling project, Al-Muharraq (Bahrain) The port city of Al-Muharraq in the Kingdom of Bahrain will soon have a new waste-water treatment plant. Implenia is bringing its great expertise in microtunnelling to the project and is responsible for construct-ing the waste water pipes.

56–57

industrial construction Division

Industrial Construction posted an outstanding result and benefited from excellent operating results from its Tunnelling business in Switzerland. In addition, a settlement was reached with AlpTransit Gotthard (ATG), which led to a positive profit contribution. The acquisition of Betonmast Anlegg and the associated expansion in the fast growing Norwegian infrastruc-ture market represent a milestone in the implementation of the Group’s international strategy. The division has a solid order book thanks to new and additional contracts.

key figures industrial construction 2011 2010 ∆

CHF 1,000 CHF 1,000

Revenue (excl. Norway) 181,185 166,024 9.1%

Revenue Implenia Norge 1 81,444 –

Revenue 262,629 166,024 58.2%

EBIT Tunnelling (excl. Norway) 33,590 18,639 80.2%

EBIT Implenia Norge 1 (805) 2 –

EBIT Prime Buildings (2,312) (3,069) 24.7%

EBIT 30,473 15,570 95.7%

Production output (excl. Norway) 294,630 349,561 (15.7%)

Production output Implenia Norge 1 81,444 –

Production output 376,074 349,561 7.6%

Order book (excl. Norway) 667,090 694,840 (4.0%)

Order book Implenia Norge 126,529 –

Order book 793,619 694,840 14.2%

Headcount (FTE – excl. Norway) 573 631 (9.2%)

Headcount (FTE) Implenia Norge 260 –

Headcount (FTE) 833 631 32.0%

1 from 18.07.2011 2 after integration costs and amortisation of intangible assets of CHF 2.7 million

inDustrial construction

EBit tunnelling (in CHF million)

EBit prime Buildings (in CHF million)


1st half-year 2nd half-year

0

5

15

30

25

20

10

35

10%

30%

20%

40%

0%

20

07

20

08

20

09

20

10

20

11

22

.1

26

.5

24

.4

18.6

32

.8

12.0

17.1

13.2

11.5

11.5

10.1

9.4

11.2

7.1

21.3

16.2

%

17.4

%

17.8

%

12.3

%

13.5

%

–9

–8

–7

–6

–4

–1

–2

–3

–5

0

20

07

20

08

20

09

20

10

20

11

–4

.1

–6

.6

–7.9

–3.1

–2.3

–3.2

–3.2

–4

.9

–1.0

–1.2

–0

.9

–3.4

–3.0

–2.1

–1.1

“I’m pleased about the outstanding results for 2011 and pleased that we were able to reach a

settlement with ATG on the Gotthard issue. My thanks go to all our employees for their great

efforts and dedication. I wish my successor Peter Preindl every success in his new function.”

Luzi R. Gruber, Head of Industrial Construction Division

Industrial Construction almost doubled its EBIT to CHF 30.5 million (2010: CHF 15.6 mil-lion). The division benefited from an outstanding operating income from its Tunnelling business in Switzerland, as well as from the settlement reached on the Gotthard project between Con-sorzio TAT and AlpTransit Gotthard (ATG) (see page 59). Production output went up 7.6% to CHF 376.1 million (2010: CHF 349.6 million). The increase in revenue by 58.2% to CHF 262.6 million (2010: CHF 166.0 million) is mainly due to additional sales from the acquisition of Betonmast Anlegg (CHF 81.4 million). The order book stood at CHF 793.6 million at the end of

58–59

the year, 14.2% higher than at the end of 2010 (CHF 694.8 million). CHF 126.5 million of this is accounted for by Implenia Norge’s orders. Taking this effect into account, the order book in the core business of Tunnelling in Switzerland was kept up at the previous year’s level. This is pleasing given the fact that the Swiss tunnelling market is shrinking as work on the NEAT lots comes to an end.

Peter Preindl, who joined Implenia’s Executive Committee on 1 October 2011, is the new Head of the Industrial Construction Division. Preindl took over as Division Head from Luzi R. Gruber, who retired on 1 January 2012. In addition, Rainer Preisshofen took over as Head of the Prime Buildings business unit on 1 January 2012. Industrial Construction is thus ideally positioned to master the strategic and operational challenges that lie ahead.

outstanding result from tunnelling in switzerland, settlement with alptransit Gotthard (atG)

With an 80.2% increase in EBIT to CHF 33.6 million, the Tunnelling Unit posted an out-standing result. Tunnel construction business performed very well in Switzerland during the year under review. A settlement reached between Consorzio TAT and ATG about the Gotthard project produced an additional positive contribution. This settlement concerned approved sup-plementary payments for work done on the project worth around CHF 10 million. As a result of the settlement and the improved prognosis for final earnings, Implenia was also able to release accruals and deferrals that were no longer needed. The settlement ultimately concerns compensation for the extended delay in building installations and project organisation. The compensation will continue to have a positive effect on the consortium’s – and thus on Implenia’s – results in 2012 and 2013 too.

“With its expertise, its track record in Switzerland, and its strong local teams, Implenia has

incredible potential to position itself successfully in international markets – including Norway’s

growth market – in the years to come.”Peter Preindl, Head of Industrial Construction Division (from 1.1.2012)

inDustrial construction / implEnia in norway

Basis established for growth in international tunnelling businessInternational Tunnelling business progressed successfully in 2011. In the Middle East,

Implenia started operational work on two microtunnelling projects in Abu Dhabi and Bahrain. A highlight of the financial year was the acquisition of Norwegian company Betonmast Anlegg. This acquisition marked a milestone in Implenia’s international strategy and, in tandem with its proven expertise in Switzerland, laid the foundations for the Group’s participation in the growth potential of the Norwegian tunnel and infrastructure market. In 2011 Implenia Norge generated EBIT of CHF 1.9 million. However, because of a CHF 2.7 million amortisation of intangible assets associated with the acquisition, the business unit reported a negative contri-bution to profit of CHF –0.8 million. Since October 2011, Betonmast Anlegg has been operating in the Norwegian market as Implenia Norge.

prime Buildings on track The Prime Building sector, which offers consultancy services at international level for

challenging real estate projects, is performing to plan. The operating loss shrank again. The “Torre Turin” project contributed to results for a full year for the first time; additional con tributions to profit were generated by consultancy orders in Russia.



Tunnels – NRLA (The New Rail Link through the Alps) Tunnels – other Implenia Norge Microtunnelling

5.4%

22.9%

38.2%

33.5%

22.9%

75.1%

2.0%

Switzerland Other Norway

60–61

implenia norge in brief

Employees: 260 full-time equivalents2011 revenue: CHF 121.4 million1

EBIT 2011*: CHF 2.5 million1

Locations: 5 (Oslo, Bergen, Stavanger, Alesund, Trondheim)Business areas: Tunnelling and infrastructure construction

selected projectsImplenia is currently working on about 30 infrastructure and tunnelling projects through-

out Norway from its five offices.

Gevingåsen railway tunnel, stjørdalThe 4.4 km long, recently completed Gevingåsen railway tunnel to the south of Stjørdal is

the first stage of the high-speed line between the towns of Steinkjer and Trondheim. Implenia Norge was responsible for most of the tunnelling work, with a contract worth CHF 80 million.

Exploiting potential in the far north

The acquisition of Norwegian company Betonmast Anlegg in July 2011 marked a milestone in the implementation of Implenia’s international strategy, helping it to exploit its growth potential in international infrastructure business. In addition, the acquisition gives Implenia access to the growing market for tunnelling and infrastructure work in Norway, as well as to further markets in Scandinavia. With its around 260 employees in Norway, Implenia has ambitious goals and is pushing ahead systematically with the internationalisation of its business.

Ålesund

Bergen

Stavanger

Oslo

Trondheim (Stjørdal)

NORWAY

* before integration costs and amortisation of intangible assets1 consolidation from 18.07.2011

implEnia norway

Jernbanetorget city square, osloImplenia Norge is responsible for the surfacing work for the CHF 35 million refurbishment

of Jernbanetorget City Square, which is right by the station. The square was re-opened after the completion of construction works in April 2009.

The recently built Nordenga Bridge in Oslo is another key project. See page 56 for more details.

a market with potentialNorway’s infrastructure market holds a lot of potential for Implenia. For years Norway has

invested significant sums in its infrastructure, and according to estimates by Prognosesenteret AS (an independent market research company specialising in construction in Scandinavia), this level of investment is set to grow further in the years to come. The government “National Transport Plan” alone is scheduled to bring substantial investments in transport infrastructure (rail and road) in the years up to 2019 (see chart page 63).

“Implenia brings additional expertise in tunnel construction to Norway. This will allow us to tender for larger and more complex infrastructure projects in future.”Tormod Stigen, Project Director, Tunnelling

Jernbanetorget City Square, OsloGevingåsen Tunnel, Stjørdal

62–63

“Implenia is known for quality and for its experienced and competent employees. As Implenia, we will be even more attractive to potential employees here in Norway. We have been able to hire more than 30 highly motivated new employees since August. This fits with our ambitious growth targets.” Bjarne Brendstuen, HR Manager

“Our vision is to become the leading provider in the infrastructure sector in Scandinavia. We are strengthening our position in the Norwegian market by making targeted use of knowledge transfer between Norway and Switzerland.” Petter A. Vistnes, Head of Implenia Norge / Adm. Dir.

norwegian national transport plan (in NOK m)

Road Rail

Source: Samferdselsdepartementet, 2012

0

10,000

20,000

15,000

5,000

25,000

2014–20192010–20132006–2009

15,6

13

20

,56

7

22

,741

5,9

77 8

,78

3

9,5

01

Roads (incl. brides and tunnels) Energy Railways

* ForecastSource: Prognosesenteret AB

0

10,000

25,000

20,000

15,000

5,000

30,000

199

1

199

3

20

03

199

5

20

05

199

7

20

07

199

9

20

09

20

01

20

11

20

13*

Growing investments into norwegian infrastructure market (in NOK m)

corporatE cEntEr

new salary system makes for fairness and transparencyIn the year under review the HR Department introduced a new salary system for the

Implenia Group. The system, based on an assessment of each position, establishes remunera-tion criteria that are clear, transparent and in line with standard market practice. Respected consultancy firm HAY helped to develop the system, ensuring that the latest international insights were taken into consideration. In order to strengthen education and training, a new Human Resources Development department was set up within HR. Its initial aim will be to improve management training.

cost accounting system enhanced Last year the Finance and Controlling Department switched to a monthly consolidation

process for the entire Group. This means that financial figures will be available more quickly and in greater detail in future. Another key area of activity in the year under review was the pre-paratory work carried out ahead of the introduction of the value-based management strategy (see interview on page 66 for more information on this). An optimised cost accounting system and the expansion of the existing contribution accounting system are also helping improve cost transparency.

Treasury was hived off from the Finance and Controlling Department and now reports directly to the CFO. This reorganisation was carried out in response to additional duties and increasing demands, for example the more complex exchange rate management required as the Group’s international activities expand.

investment management conducts successful transactionsUnder the leadership of the Investment Management Department, Implenia successfully

placed a number of investment properties with institutional investors during the year under re-view. An important milestone was achieved by the divestment of rental properties on the Sulzer site in Winterthur: in line with our strategy, three properties were sold. In the public tender process for the contract to manage the Implenia Pension Fund’s real estate portfolio, the Invest-ment Management Department succeeded against a number of external bidders.

corporate center

The Corporate Center provides central services for the entire Group. The main focus in 2011 was on optimising and profession-alising existing processes, and on introducing new standards. By establishing such best-in-class methods, the Corporate Center aims to make an active contribution to value creation at Implenia.

64–65

“I am pleased that we were able to make further progress on optimising and professionalising

our services and processes in 2011.”Beat Fellmann, CFO

Hundredth construction project insured, roll-out of new it software The Insurance Department insured its one hundredth building project during the year under

review as part of the contract for Park Tower in Zug. Thirteen workshops were held throughout Switzerland to give Infrastructure Construction employees comprehensive training on insurance themes. The IT area now reports to the Head of Insurance. The focus here was on the Group-wide roll-out of the latest Microsoft Windows / Office software, the new invitation to tender for the Data Centre, and integration and support work for the international units.

modernised, professionalised legal service In 2011 the Legal Service was professionalised and modernised. This included extending

competencies to meet international requirements. The department now handles all legal pro-ceedings, actively supports all transactions associated with acquisitions and important tenders, suggests improvements relating to compliance, and helps operational areas with implemen-tation. In addition, all of the Group’s regulations were subject to comprehensive legal review. Where necessary, they were updated or augmented.

internet presence overhauled, successful sponsoring concept

Implenia overhauled its internet presence to make it even more attractive and user-friendly for clients, business partners, investors and staff. The website was thoroughly restructured and redesigned. In the Bilanz Annual Report Rating league table, the Implenia 2011 Annual Report once again came third in the design category. 2011 was a year dominated by sport for the Marketing and Communication Department: Implenia sponsored a number of high-profile athletics events, including the Weltklasse in Zurich, Athletissima in Lausanne and the Zurich and Geneva marathons. Implenia was helped here by its brand ambassador Ruedi Wild.

valuE-BasED manaGEmEnt

What does Implenia want to achieve with value-based management?Beat Fellmann: Value-based management is a model for measuring the creation of corpo-

rate value. It does this at Group level, but also at all the individual operational units: divisions, profit centres and branch offices. All management processes and the entire range of services can be focused on increasing value; and we are able to measure the results.

Roland Dubach: To manage the business successfully, our managers need clear financial benchmarks. The new benchmarks provided by value-based management are ideal because they show whether corporate value has increased or not over time and highlight the causes of any change.

How is value creation measured?Fellmann: “Economic profit” is the key measure. It shows whether an operational unit

is achieving a return on invested capital or at least covering its cost of capital. Only if this is the case are the activities of that unit creating value. And only if a corporation is increasing its value can it expect to see an improvement in the way it is evaluated and perceived.

Dubach: The concept is based on the principle that capital does not come free of charge. In other words, just because a unit generates profit, it doesn’t necessarily mean that it’s also creating value. The unit only creates value if it produces enough profit to secure a decent return on the committed capital – i.e. on the funds used by the unit to produce this profit.

value creation made clear

Implenia is preparing to introduce “value-based management”, a management model that gears services and activities to the creation of corporate value. When targeted correctly, the model provides managers with a valuable analytical tool. In this interview, CFO Beat Fellmann and Roland Dubach, Head of Finance & Controlling, explain the background.

66–67

Fellmann: Implenia already has a performance evaluation model that goes some way towards this. It’s based on the two key figures EBITDA and invested capital. What’s new is that we’re now combining these two key measures. We apply a notional cost factor to the invested capital and then deduct this cost factor from EBITDA. “Economic profit” is only generated if the return is at least equal to these notional capital costs.

In this model, creating corporate value is the overall objective. But how is this turned into operationally realisable performance targets?

Fellmann: Economic profit combines three basic value drivers: growth, cost efficiency and capital efficiency. From these three basic value drivers we can derive key performance indicators, or KPIs. These are straightforward targets for operational activities, such as capacity utilisation, labour costs per hour, billing days and payment times. Employees in our various units can use these simple tools to measure and control their value creation.

Value-based management is only credible if it’s integrated into management processes. Is this the case at Implenia?

Dubach: The operational management team was involved in defining the KPIs. The formulation of measures relevant to each unit was a joint effort. Operational managers now need to show that they can control growth or cost efficiency effectively with these KPIs. This will then be used as part of the assessment of department-specific and individual per-formance targets.

“With the value-based management approach, all management processes and the entire range of services can be focused on increasing value; and we can measure the results.”Beat Fellmann, CFO

valuE-BasED manaGEmEnt

So in future even management pay will be influenced by the KPIs and the value actually created?

Fellmann: Yes, that’s what will happen in future, once the system has been properly intro-duced and bedded in. A remuneration system only helps to achieve goals if it is understood and accepted. The aim is to incorporate elements of value-based management into the key targets agreed for the 2013 financial year.

Isn’t there a risk that short-termism will gain the upper hand at Implenia?Fellmann: No, exactly the opposite will happen, because the concept is not geared to

short-term factors. The assessment is not based on a snapshot of one particular point in time, but on performance over a longer period.

Dubach: For us to grow the value of the company, the financial figures obviously have to be right, but other factors also play their part, like trust in the company, a responsible attitude, and management credibility. The value of the company can only increase if these factors are positive over the longer term.

Fellmann: Value-based management harmonises the interests of all the company’s stake-holders – shareholders, investors, employees, customers and suppliers – because its overriding goal is long-term, sustainable growth.

“For us to grow the value of the company, the financial figures

obviously have to be right. But other factors also play their part,

like trust in the company, a responsible attitude,

and management credibility.”Roland Dubach, Head of Finance & Controlling

68–69

Market conditions are also important. When the conditions are right for construction, it is obviously easier to increase corporate value. Does the concept take account of this?

Dubach: Market conditions are taken into account by building specially defined KPIs – e.g. tender volumes – into the agreed objectives as target values. This ensures that subsequent comparisons of target and actual performance are based on realistic figures.

Fellmann: The three value drivers mentioned earlier – growth, cost efficiency and capital efficiency – allow us to make a differentiated analysis, so the impact of a macroeconomic downturn is shown clearly and transparently.

When will the new model take effect?Fellmann: It will come into force in 2013. We are deliberately taking time to bed the new

system in properly and allow everyone involved to familiarise themselves with it.

In practical terms, what exactly will be different for Implenia managers and staff?Fellmann: We haven’t reinvented the wheel. Performance will continue to be measured

with the key figures used by Implenia since 2008: EBITDA and invested capital. A number of new key figures will be added to the existing ones, making it easier for employees to identify ways to make a direct contribution to Implenia’s added value.

Dubach: And conversely, of course, it will be easier to see where a unit’s value contribution leaves something to be desired. We will be able to analyse problems faster and in greater detail. So in the future we will be able to solve those problems more quickly, more accurately and in a more targeted manner.

Will the shareholders and the general public be informed of value creation targets and whether they have been met?

Fellmann: Of course. Implenia has long stressed the importance of transparency. That will not change under the new model.

Interview: Thomas Balmer

People in Switzerland will have to get closer to each other. The use of land for homes is one of the great chal-lenges facing a small country and the idea of urban densification is gaining wide support. But the complexities of high-density construction often only become apparent when the idea is put into practice. Difficult questions are raised about the standard of residential developments, quality of life, transport capacities, aesthetics and social accept-ability. Costs also play a role. “The more densely you build, the more expensive it is,” says Christian Faber, the SBB’s overall project manager for the Europa-allee development (see also feature in the following fold-out).

Suburbs reaching their limitsRural regions in particular have been trying for years to persuade people to move there, with generous zoning laws and cheap land. Fewer planning restric-tions and subsidised public transport are further attractions. Living in the suburbs and in the country is “in”: between 1970 and 2000 the number of commuters in Switzerland increased by 41 percent according to a study of housing trends by think tank Avenir Suisse.

If population growth forecasts by the Federal Statistics Office are correct, the suburbs will soon be reaching their limits. For Vittorio Magnago Lampugnani, Professor for the History of Urban Design at the Swiss Federal

Density creates varietySwitzerland’s population has risen by 700,000 since the start of the millennium and is continuing to grow every year by a number equivalent to the population of the city of Lucerne. The supply of homes and work spaces has struggled to keep up with this growth, es-pecially in urban centres. As a consequence, many people are moving out to lower-cost areas outside the cities and towns. According to estimates, the popu-lation could go up by another 1.5 million by 2030. Which raises the question of what kind of building is needed for the future.

Institute of Technology in Zurich, the current lack of town centre housing and grow ing urban sprawl mean that there is no longer any way of getting round the need for high-density construction, “because it is desirable functionally, economically, environmentally, socially and culturally.”

In praise of citiesLampugnani makes a key point: “In the 19th century, high urban density was a synonym for people living unhygeni-cally on top of one another.” But high-density housing in cities these days can provide people with adequate and affordable living space, combined with the variety, wealth of opportunities and efficiency that city living can bring. “Cities should be what they always used to be: places of diversity, variety and surprise,” Lampugnani says. With new approaches to high-density living and working, as exemplified by the new Europaallee development being built in Zurich, this vision can become a reality.

“There is no longer any way round high- density construction.”

Vittorio Magnago Lampugnani, Architect and Professor for the History of Urban Design at the Swiss Federal Institute of Technology, Zurich

land prices in the city of Zurich

In 2009 the price of unde-veloped land in Zurich’s residential and mixed zones reached a new record price of CHF 2,121 per square meter (price based on actual transac-tions).

1000 1500 2000 25005000

2009

1974

1979

1984

1989

1994

1999

2004

Source: Canton Zurich Office of Statistics.

Europaallee Zurich – building a new neighbour-hood The first of eight stages of construction for Europa allee, Zurich’s new neighbourhood, is close to completion. In the heart of the city and right by the main station, a devel-opment is being built that brings together homes, workplaces and educational insti-tutes in a surprisingly small area. In just two and a half years, Implenia, working as total contractor for Swiss Federal Railways (SBB, plot A) and Credit Suisse (plot C), has built properties offering 100,000 square metres of usable space. The first tenants are due to move in this autumn. Work on Plot E, commissioned in 2011, has begun. We make an on-site inspection.

≤ ≤Right in the heart of the city of Zurich, not far from the main station between the Sihlpost building and Langstrasse, a new 78,000 m2 urban living space is being created. As total contractor Implenia is responsible for building Plots A, C and E.

It is a cold January day at the Europa-allee development next to Zurich’s main station. The recreation area of the Zurich University of Teacher Educa-tion lies at the heart of Construction Plot A. From here you can look up at the facades, up to 40 metres high, of the three university blocks and the office building hired by Credit Suisse. The white limestone and large windows give the massive university buildings a more delicate look. Plot A was designed by Swiss architect Max Dudler, a fan of clean lines. The tenants – 2500 students, lecturers and support staff – are due to move into the new 40,000 square metre premises this autumn. A few nice extras await them: a shopping centre on the ground floor, a multipurpose gym on the top floors, and fantastic panoramic views of the city and mountains.

Complex logisticsPlot C, home to the impressive UBS office block, lies behind Plot A. Implenia is total contractor for Plots A, C and E, with a contract worth CHF 500 million. Despite the complex logistics, construc-tion of the buildings on Plots A and C, up to eleven storeys high, which the Infrastructure Construction Division also worked on, has only taken two years. For buildings offering a total of around 95,000 square metres of rental space, this is extremely fast (see inter-view with department head Adrian Wyss below). Implenia was recently also chosen to work on the third plot (Plot E). This will involve another office block, topped by two residential towers.

1 Europaplatz2 Sihlquai-Passage

3 Gustav-Gull-Platz4 Lagerstrasse5 Europaallee

6 Zurich University of Teacher Education7 Footbridge

8 Negrelli footbridge9 Kasernenstrasse

Under construction

A

8

3

6

4

5 1

9

7

2

CE

F D BG

H2015Plot

2016Plot 2018

Plot2017Plot

2012Plot

2020Plot

2013Plot

2014Plot

The city and the architectsEuropaallee is taking shape in collabo-ration with the City of Zurich. Quality standards are high, and visually the development has to fit in with the sur-rounding area. All of the buildings are large blocks. A variety of uses and high-quality architecture are essential.

The clientSwiss Federal Railways (SBB) is – with the exception of Plot C – the sole client and project developer for Europaallee, which is estimated to be costing a total of CHF 1.5 billion. Around 52 percent of the 270,000 square metres of usable space will be taken up by offices, while 20 percent will be for apartments / retirement home / hotel, 10 percent for retail and 18 percent for education. Plots A and E, which will be completed in 2014, have a solid list of tenants – the Canton of Zurich as the sponsor of the University, along with Credit Suisse

and asset manager Swisscanto, which belongs to the country’s 24 cantonal banks. The first of the 400 apartments located on plots E, F, G and H will be ready by 2014 at the earliest.

Europaallee will be completed in 2020. At that point, approximately 9,000 workers, students and residents will be here every day, along with many addi-tional passers-by and hotel guests. With a total site area of 78,000 square metres and above-ground usable space total-ling 270,000 square metres, Europaallee is an impressive example of modern, sustainable, high-density urban living. The SBB are specialists in high-density construction near railway stations, and with Europaallee they are for the first time building a development the size of a whole neighbourhood.

Usage of Plots A1-A3, C and E built by Implenia as total contractor

Europaallee phases

Completion Owners

Total rental m2 Usage Tenants Architects

Plot A20 2012 SBB 40,000Education, shopping

Incl. PHZH, Transa, Ochsner, Coop Max Dudler

Plot A30 2012 SBB 12,000 Offices, shopping Credit Suisse Max Dudler

Plot C 2013 UBS 32,000 Offices UBS

Max Dudler, Gigon & Guyer,

David Chipperfield

Plot E 2014 SBB 11,000 Offices, homes SwisscantoCaruso St. John,

Bosshard Vaquer

Source: www.Europaallee.ch

How important is Europaallee for Implenia?Adrian Wyss: It is our biggest building construction project in Zurich. Plots A and C were a big challenge mainly because of the short construction timetable of around two and a half years. It was a high-performance effort by the builders on site too.

How was the work done?Wyss: Europaallee is a very large and complex project. It presented us with particular challenges as a total contractor. On Plot A we used up to 100 subcontractors, and on plot C between 60 and 70. In total there were four or five hundred workers on site. Most of the subcontractors were Swiss, and many were from the Zurich region. Quality and aesthetic appeal were the chief criteria for materials and technical instal-lations. Shell limestone was used for the University facade and black cherry for the interior panelling.

What makes Europaallee special?Wyss: The special factors are the mixed usage and the visual diversity. You see this most clearly on the UBS building, which was designed by three architects. The build-ing has a rich and varied facade. Two buildings were designed by Max Dudler, one by David Chipperfield and one by Gigon Guyer. And we are, of course, particularly pleased that we have been able to help build a whole new neighbourhood for Zurich.

Adrian Wyss, Implenia’s Department Head for Europaallee

vision, valuEs anD positioninG

Formed in 2006 from the merger between Zschokke and Batigroup, Implenia can look back on more than 140 years of history in the construction industry. The Group is the market leader in Switzerland and its aim is to help shape the Switzerland of tomorrow – in a spirit of sustainability, and to the benefit of society as a whole. Implenia develops and builds new things and renovates old ones; it builds for living, for education, for working, for transport, for leisure, sport and health; it builds traditionally or industrially, as a total contractor or as a specialist. Implenia is passionate about developing and building.

a motivating visionOur vision encapsulates our long-term ambitions as a leading national construction and

construction services company that also operates on the international stage:

implenia develops and builds the switzerland of tomorrow

Implenia is Switzerland’s leading construction and construction services company. With its comprehensive portfolio of services and products covering the whole construction value chain, Implenia is a full-service provider, offering everything required to complete a project – sustainably and from a single source. The company’s success is built on a compelling vision, a set of values shared by all of its employees and a clear positioning.

our vision

we develop and build the switzerland of tomorrow.

we establish ourselves as an expert for complex international infrastructure projects.

sustainability is our passion.

we are the partner of choice for customers and employees alike.

82–83

“We are developing and building the Switzerland of tomorrow” underlines the importance to Implenia of its home market. Thanks to its size, Implenia is at the forefront of many of the most significant projects in Switzerland. Its commitment to Switzerland is reflected in the 100 or so offices it maintains around the country. Internationally, Implenia is positioned as an expert in demanding infrastructure projects. Sustainability is an integral component of the company’s strategy, systematically influencing all its decisions. With its claim “We are the partner of choice for customers and employees,” Implenia is emphasising that we can only be successful if we are attractive to our customers and employees.

Built on shared valuesImplenia’s vision and the strategic priorities that go with it can only come to fruition if all

employees are able to build from a set of shared values. Implenia has formulated principles that form the foundations of its corporate culture and that everyone in the Group is expected to live up to, actively and consistently:

Reliability You can count on us.

Sustainability Out of respect for our environment and ourselves.

Integrity It lies at the heart of everything we do.

Opportunity and risk awareness As a business we want to recognise opportunities and risks early.

Transparency Towards our stakeholders.

Operational and financial excellence A measurable requirement for all of our activities.

Focus on solutions and customers Solutions for our customers are our priority.

Innovation Our future depends on our ability to keep renewing ourselves and moving forward.

vision, valuEs anD positioninG

positioning as full service providerIts experience, size and financial strength also allow Implenia to offer its services beyond

Switzerland on the international market. Within the Group, Implenia brings together the exper-tise of three divisions: Real Estate, Infrastructure Construction and Industrial Construction. In Switzerland, the entire Group’s capabilities and capacities are available for challenging real estate and infrastructure projects. Internationally, Implenia positions itself as the partner of choice for demanding infrastructure projects.

Divisions and services

real Estate infrastructure construction industrial construction

General and Total Contracting

Development

Engineering

Technical Facilities Management

Building Construction (New and Conversions)

Road Construction and Civil Works

Civil Engineering

Foundation Engineering

Bridge Construction

Concrete Repairs

Gravel and Surfacing Work

tunnelling (switzerland and international)

Underground ConstructionPower Station ConstructionRailway InfrastructureMicrotunnelling

prime Buildings (international)

Consulting and project and construction manage ment for challenging real estate projects

84–85

real EstateThe Real Estate Division includes the Project Development Unit, which provides a compre-

hensive range of services covering the entire lifecycle of a property from planning and construction to operational optimisation, plus the General Contracting Unit. The Division also includes Reuss Engineering, which specialises in sustainability consultancy and building technology.

infrastructure constructionThe Infrastructure Construction Division offers all the production activities required for

road building, civil works, building construction, infrastructure projects, civil engineering, underground construction and foundation engineering. As the market leader in Switzerland, Implenia Infrastructure Construction offers wide experience, a large portfolio of reference projects and the best technical equipment.

industrial constructionThe Industrial Construction Division specialises in challenging infrastructure projects in and

outside Switzerland. The Tunnelling unit concentrates mainly on tunnel building for transport tunnels, hydroelectric plants, sewage systems etc. The Prime Buildings unit works internationally primarily in consultancy and on project and construction management for major prime building projects.

A clear vision and a set of val-ues that are shared by all em-

ployees provide the founda-tions of Implenia’s corporate

culture.

stratEGy anD BusinEss moDEl

Implenia’s aim is to build further – sustainably and over the long term – on its position as a leading national construction and construction services company that also operates on the international stage. With this in mind, the company pursues a series of strategic priorities:

Sustainability as the basis of corporate strategyOut of a conviction that seizing opportunities and identifying risks early on – taking ac-

count of economic, environmental and social criteria – is crucial to the company’s success and ability to thrive in the future, Implenia focuses its corporate strategy and its whole way of doing business on the principles of sustainability. Implenia believes that if it takes opportunities and manages risks in this way, the company will further improve its competitive position and gener-ate corporate value for all its stakeholders.

sustainability and integrated business model as success factors

Its commitment to sustainability and the integrated business model are two of Implenia’s central success factors. Sustainabili-ty is the guiding principle for our business activity. It ensures that Implenia prioritises the creation of enterprise value in harmony with the economy, the environment and society. Based on its in-tegrated business model, Implenia offers all services along the whole construction value chain from a single source.

86–87

Integrated business model increases customer benefits: “One company, one goal, one spirit”

Cross-disciplinary cooperation between Real Estate, Infrastructure Construction, Industrial Construction and the Corporate Center means that all the Group’s available expertise is bundled together, synergies are exploited to the benefit of customers, and Implenia can per-form successfully as a total service provider.

Higher earnings thanks to stronger project development business

Implenia can take a construction project though its entire lifecycle – from the initial idea, through planning and organisation, to actual construction work. The company is systematically building up capacity in upstream project development activities with a view to realising its corporate vision (“We are developing and building the Switzerland of tomorrow”).

Growth through selective, risk-appropriate development and expansion of international business

Implenia positions itself outside Switzerland as an expert partner for complex infrastruc-ture and prime buildings projects. The company limits its risk in international business by focusing on its existing competencies in project management, stadium building, tunnelling, civil engineering and microtunnelling.

Increasing efficiency by steadily industrialising processesImplenia exploits the synergies produced by bringing together central functions in the

Corporate Center. These include: Procurement, Finance & Controlling, Human Resources, IT, Investment Management, Marketing & Communication, Legal Services and Insurance. In addition, processes in all divisions – from client acquisition through project planning and execution to logistics – are constantly reviewed and optimised.

stratEGy anD BusinEss moDEl

The integrated business model – i.e. cross-divisional cooperation between Real Estate, Infrastructure Construction, Industrial Construction and the Corporate Center – bundles together all the expertise available in the Group. This means that integrated solutions covering the whole lifecycle of a construction project can be developed in response to complex, interdisciplinary ventures. The knowledge available within the Group is not just added together, but multiplied.

cross-divisional cooperation – integrated business model

Development

Engineering

General Contracting

Investment Management

Construction

Industrial Construction*

* Tunnelling and Prime Buildings

Idea /concept

Financing Project development

Planning /engineering

Execution Management Renovation /conversion /removal

88–89

new system for better risk management Active risk management is essential for Implenia if it is to sustainably increase its earnings

power. For years now Implenia has led the way with its process management systems, internal auditing, regular reporting and transparent information culture. In order to maintain its role as a pioneer, the company is currently developing a management information system based on state-of-the-art IT tools. This will make it easier at all levels of management to control opportu-nities and risks more transparently, effectively and quickly across all processes, from acquisition to completion.

active brand management for a strong imageImplenia has a strong brand, which is very visible and very well-known in the Swiss market.

In its external and internal communication the company follows a one-brand strategy based on the principle of “One Company, One Goal, One Spirit”. The aim is for the company to be seen from the outside too as a single entity. A comprehensive manual contains all the rules for using the brands in different applications, including business documents, signage at con-struction sites and communications of all types (advertisements, give-aways, vehicle livery etc.). There is a continuous quality assurance system in place for signage at construction sites; because these signs provide the brand with such wide exposure and high visibility, they are regularly reviewed to ensure compliance with the branding rules. These rules are also applied rigorously to the website and any new brochure concepts. At the same time, if the application has specific special characteristics, these are also taken into account. During the year under review, a lot of work was done on the integration of Betonmast Anlegg, the company acquired in Norway, into Implenia’s brand structure. The Norwegian tunnelling specialist now operates in the Norwegian market under the name “Implenia Norge” using Implenia’s brand design. Betonmast’s entire corporate design has been changed over to Implenia’s. The alterations that had to be made in all areas (construction site signage, stationery, job adverts) have now been completed.

EmployEEs

safety at work Measures to keep employees safe The construction trades involve a lot of hard physical work, and there are many potential risks to be found in workshops and on construction sites. One of the responsibilities that Implenia has for its employees is to ensure they are protected from occupational accidents and health risks. The company takes comprehensive measures in this area, and carries out awareness and information campaigns on health and safety at work. See page 96 for further information.

90–91

In Switzerland and border regions of neighbouring countries, Implenia’s workforce at the end of 2011 was practically the same size as a year before with 5162 full time posts (compared with 5151 in 2010, up 0.2%). Personnel fluctuations came to 12.7% (excluding seasonal fluc-tuations), which is 1.2 percentage points lower than the previous year (2010: 11.5%). The Real Estate Division increased its headcount in line with strategy (+3.9%) in order to cope with the expansion of its Project Development business during the last financial year. Headcount at the Infrastructure Construction Division also rose slightly (+1.2%). The number of employees in the Industrial Construction Division in Switzerland was 9.2% lower than a year previously be-cause of NEAT tunnel construction contracts coming to an end. Of the workforce in Switzerland and border regions of neighbouring countries, 4745 are men and 417 women. This means the percentage of women, at 8.1%, was around the same as in the previous year (2010: 8.0%).

the people at implenia

More than 6000* people from more than 60 nations work for Implenia around the world. Their abilities and commitment ensure the company’s continuing success, so Implenia is keen to offer its employees an attractive working environment. Factors such as training and development, job security, social benefits and internal communication play a central role here.

Headcount (FtE) 2011 Headcount (FtE) 2010

Office and on-site staffNumber

of employees Office and on-site staffNumber

of employees

Real Estate 482 Real Estate 464

Infrastructure Construction 3 912 Infrastructure Construction 3 867

Industrial Construction 573 Industrial Construction 631

Other 195 Other 189

Total employees (FTE, Switzer-land and neighbouring countries) 5 162

Total employees (FTE, Switzer-land and neighbouring countries) 5 151

Implenia Norge 260 Implenia Norge –

Other countries (FTE) 226 Other countries (FTE) 273

Total employees (FTE) 5 648 Total employees (FTE) 5 424

* equivalent to 5648 (FTE)

EmployEEs

Implenia has a worldwide total of 5648 full-time posts, a rise of 4.1% on 2010 (5424). The acquisition of Norwegian company Betonmast Anlegg added another 260 full-time posts to the total (as at 31.12.2011). In the other international markets (Russia, the Middle East, Ivory Coast), headcount fell (–17.2%). Worldwide, Implenia currently employs people from more than 60 dif-ferent countries.

Higher priority for training and developmentTrue to its vision, Implenia wants to be the Partner of Choice not only for customers, but

also for employees. To this end, the Group fosters a modern management culture that places trust in employees’ willingness to work and take responsibility, and that delegates decision-making authority down to the lowest possible level. To ensure that the knowledge required to make this culture of trust work is present at all levels of the Group, Implenia continues to improve and expand its programme of training and development. Its employee development concept is based on the corporate strategy and takes account of the needs of both employee and company. Individually tailored development plans ensure that employees have the neces-sary professional and personal skills. There are always shortages of well-qualified specialists on the labour market, so Implenia aims to fill its specialist and management posts increasingly from within the Group. Employees are offered career opportunities across the divisions and in other countries.

Implenia runs a modular training and development programme for its employees. Different training modules are available to suit each employee’s particular area of work. Implenia also supports employees taking individual training courses outside the company. Further modules were added to the training and development programme in 2011. These included the innovative new career programme for construction cost planning based round the “CAS Baukostenpla-nung GU / TU” (“Certificate of Advanced Studies in Construction Cost Planning for General and Total Contracting”) training course at the University of Lucerne (see fold-out focus employer). Implenia will continue to expand the range of courses, particularly in the fields of professional skills and personal development.

92–93

apprenticeships and management development are vitalPeople often join Implenia as apprentices, so good, solid training for these apprentices is

crucial. Implenia is currently taking care of 215 apprentices: 25 in technical / commercial roles and 190 in on-site roles. These 190 are being trained in various professions, including as con-struction machine mechanics, builders, foundation engineers, heating engineers, ventilation engineers, plumbing engineers, masons, mechanics, carpenters, road builders, railway builders and joiners. The company coordinates the responsibilities taken by the apprentices’ managers, HR and the trainers, ensuring that apprentices are supported throughout their whole course. The aim is to identify good new talent early on and, depending on how mobile they are, give them the most suitable placements in Switzerland. Most apprentices will be given a job at the company after they have finished their course. By training its own young talent, Implenia is not only investing in its future, but is performing an important task for society as a whole (see “ap-prentices talk to the CEO” on page 30). Implenia is also actively involved at the university level. For example, the company supports the ETH Zurich’s Excellence Scholarship Programme, provid-ing scholarships for three students a year on the construction engineering course (see interview on page 112 – 115).

Employees (full-time equivalents)*

Number of women (full-time equivalents) Number of men (full-time equivalents)

* Switzerland and neighbouring countries

0

1000

3000

5000

4000

2000

6000

20

07

20

08

20

09

20

10

20

11

521

2

519

2

5115

5151

516

2

48

54

48

33

476

4

473

7

474

5

35

8

35

9

351

414

417

EmployEEs

code of conduct sets out the rules Implenia’s corporate rules and standards of behaviour are set out in the Code of Conduct.

The Code defi nes how to behave with colleagues, suppliers, customers and the authorities. It has three main areas of focus. “General rules of behaviour” covers the following themes: social responsibility; environment, health and safety; integrity and law-abiding conduct; data protection; use of data processing resources, confi dentiality and confl icts of interest; drugs and alcohol. The second area of focus deals with corrupt practices, and the third with adherence to anti-trust laws. There was intensive training on the Code of Conduct when it was introduced, and all employees must sign a declaration that they will comply with it. During the year under review, all managers were required to give their teams fresh training in the Code.

social policy – implenia wins the “prix santé au travail”Alongside its extensive measures to ensure health and safety at work, as part of Imple-

nia’s social policy, the company has teamed up with external specialists from the PMSE health promotion agency to establish a contact point for employees who would like to talk to trained experts about health, social, family or fi nancial issues. Implenia’s employee program to help prevent alcohol abuse was recognised at the end of January 2012 by the award of the “Santé au travail” prize by the AEPS (Association Européenne pour la Promotion de la Santé). Implenia is also very involved in looking after employees who suffer accidents or illness, and helping them get back to work; it collaborates with case management specialists who provide intensive care on the road to rehabilitation.

Another key element of Implenia’s social policy is its respect for the principle for equal rights and equal treatment for all employees. Wage equality plays an important role here. During the period under review, Implenia replaced the wage system that had developed over many years with a modern salary system. This is based on job evaluations that facilitate specialist and management career models. The salary system ensures that people are paid in line with market standards and in accordance with fair, transparent and comprehensible criteria. Implenia’s hiring regulations fulfi l modern standards, and its working hours and holiday regulations allow employees to maintain a good work-life balance.

implenia is one of the most attractive employees

The Universum Top 50 Ideal Employer Student Survey® shows which companies are the most popular choice for Swiss university graduates. In 2011 the annual survey showed Implenia placing high again in 13th position, up six places from 2010, making it one of the most sought-after companies in the engineering sector.

94–95

the importance of internal communication: dialogue with employeesImplenia believes in the value of open and direct communication. Good communication

encourages employees to identify with the corporate objectives and ensures that they under-stand and support the decisions the company makes. All of Implenia’s managers are trained to nurture dialogue actively with their staff. The company also uses various internal com-munications tools and channels, which it deploys selectively to suit the specific communication goal. These include the employee magazine “Impact”, the intranet, regular staff events and an electronic newsletter.

occupational accidents* non-occupational accidents*

Management Real Estate Infrastructure Construction Industrial Construction


Management Real Estate Infrastructure Construction Industrial Construction


0

100

250

200

150

50

300

20

07

20

08

20

09

20

10

20

11

176

218

27

0

177

276

23

0

170

23

8

315

167

22

3

190

170

24

4

192

9

0

100

250

200

150

50

300

20

07

20

08

20

09

20

10

20

11

113

99

159

143

110

71

135

76

118

83

145

146

109

83

127

104

99

78

135

107

EmployEEs

promoting a safe and healthy work environment

Within the Infrastructure Construction Division, which has the most employees and the most workplace risks, various programmes certified under OHSAS 18001, ISO 14001 and 9001 ensure effective measures are in place. Infrastructure Construction trains all new employees in workplace health and safety when they first join Implenia, tailoring the training to the specific job. Temporary employees hired through agencies also have to go through initial training. In addition, managers on the construction site are responsible for informing temporary staff about the particular dangers and the emergency procedures used on site. Every month, foremen and site managers use short training sessions to inform site personnel of the latest issues. Sometimes the training is created centrally and then implemented in the relevant languages. In some months, topics can be chosen that are specific to the profit centre’s main activity.

occupational accidents rise, non-occupational accidents fallImplenia measures occupational and non-occupational accidents in terms of the num-

ber of incidents per 1000 full-time posts, and in days lost. After declining between 2007 and 2008, the five-year trend for accidents at work was almost flat in subsequent years. Unfortunately 2011 saw a slight rise to 159 occupational accidents per 1000 full-time jobs, compared with 154 in the previous year. The Implenia employees who are most exposed to the risk of accident are on-site workers in the Infrastructure Construction and Industrial Construction Divisions. The fact that the number of days lost per incident increased from 28.9 to 31.3 reflects the more serious nature of the accidents. There was a further reduc-tion in non-occupational accidents from 108 to 100 incidents per 1000 full-time posts.

Most incidents fall into the category of “slips and falls”. 32% of accidents recorded in 2011 were caused by slips or falls. There was a slight reduction of 2% in this type of ac-cident. Occupational accidents involving machinery or electrical equipment are rare (about 3% of all incidents), but with an average of 46.6 calendar days lost, these are the most serious type of accident.

constant optimisationDespite all the measures taken to date on health and safety, the trend in accident

figures and Suva’s industry survey show that there is still room for improvement. Each ac-cident is one too many. Implenia invests continuously in measures to improve health and safety and in training its employees. In 2011, several courses were run for site personnel and technical managers, including “Responsibility on the building site” and “Vital rules on the building site”. These courses are designed to embed the principles of health and safety so that they are always applied when construction sites are planned and become a natural part of employees’ day-to-day behaviour. The aim is to view occupational health and safety not as an isolated theme, but as an automatic element of project planning that

96–97

Fit bei der arbeit (“Fit for work”)

The most frequent causes of accidents at work are slipping, tripping and falling. At Implenia Infrastructure Construction, for example, these things account for an average of 32% of all accidents. Such incidents often have serious consequences, though they can easily be prevented. This fact prompted Implenia to sign up in 2010 to a multi-year Suva campaign called “stolpern.ch” (“stolpern” means trip or stumble in German). As part of this campaign, it launched the “Fit bei der Arbeit” pilot project on selected sites at the start of this year. There are two aims: to make employees aware of the risk of accidents on stairs; and to re-duce the risk of stumbling by improving balance through a simple training programme. The pilot project runs from January to June 2012 with academic support from the University of Basel’s Institute for Sport and Sport Science.

needs to be systematically integrated into each individual operating procedure. Employees in Implenia’s offices throughout the Group are taught about “Ergonomy in the workplace”. The pilot project aims to find out how feasible regular on-site training is, and what effect it has.

numerous training modulesAlongside these specific health and safety campaigns, training takes place at regular

intervals each year in each division as set out in the Integrated Management System (IMS). These training sessions are carried out decentrally in the individual regions. They cover modules that include a safety induction for new employees, a two-day management seminar with Suva for all new foremen, site managers and technical managers, a safety and accident-prevention course for site personnel, and an emergency response and first aid course. The status of health and safety measures is audited once a year by an external agency. The last audits were carried out in November 2011.

Implenia will be augmenting the existing modules with further activities in 2012. As part of the “Safety Charter”, a campaign run jointly by employer and employee organisa-tions and backed by Suva, Implenia is committed to strict compliance with safety rules in its area of responsibility. The aim is to protect the lives and physical wellbeing of everyone involved in construction. “Turboschlaf” is a campaign initiated by the Beratungsstelle für Unfallverhütung (bfu) to highlight the dangers of falling asleep while driving. Implenia employees cover many kilometres a day by car or by site bus, which is why the company decided to take part in the campaign. Implenia has also teamed up with Suva on the “Handlauf” (“handrail”) campaign, because according to Suva, around 30% of all slips, trips and falls occur on the stairs.

sustainaBility

sustainability in practice Solar energy from portacabins A new office building is currently being con-structed in Lausanne-Vennes for the CSS health insurance company. Once com-pleted in 2012, it will provide office space for 450 employees. Implenia was brought in to execute the project as general con-tractor. By fitting portacabins with photo-voltaic cells, Implenia is using renewable energy even during the construction phase of a building. This system, used for the first time in Switzerland, produces electricity for use on site, with surpluses being fed into the local grid. The solar panels are helping to reduce energy use and CO2 emissions on the building site even further (see page 103 for further information).

98–99

Implenia believes that a sustainable approach is a central prerequisite for long-term success. Consequently the Group wants to be one of the pioneers in its industry for sustain-ability. It aims to take account of its various stakeholders’ concerns in a systematic and balanced manner.

From strategic priorities to concrete initiativesImplenia has defined five strategic focuses that sit at the heart of the company’s sustain-

ability policy and represent the interests of its stakeholders (see chart). Implenia has defined concrete targets and measures for each focus. The company is thus in a position to develop its processes and organisation in the direction of sustainability, as well as to measure the progress it makes.

sustainability promoted in all divisions

Implenia’s declared aim is to create sustainable value by com-bining financial success with social and environmental responsi-bility. Its “Sustainable Implenia” initiative provides a framework for its sustainable development activities. It defines five strate-gic focuses and ten priority projects that are designed to concen-trate all parts of the Group on sustainability. Implenia has done the groundwork that will allow it to publish its first Sustainability Report in 2012.

SuStainability

implenia aims to act sustainably with respect to all its stakeholders

Employees– Involving, collaborating, developing

– Limited availability

Environment– Preserving the environment

– Our supplier of limited raw materials

Management– Securing a viable future

– Implementing vision / strategy

Society– Acting responsibly

– Call for transparency

Customers– Cost-efficient solutions and products

– Increasing trend towards sustainable consumer preferences

Shareholders– Short-term performance

– Growing importance of sustainable investments

Sustainable products and services – Customer relations– Products and services– Innovation– Supplier relations

Attractive working environment – Training and development– Talent management– Health and safety at work

Respect for the environment – Energy and resource efficiency

Social commitment and compliance – Code of Conduct– Stakeholder dialogue– Communication– Support and sponsorship

Financial excellence – Sustainable improvement in results

100–101

creation of Board of Directors’ sustainability committee

To ensure that sustainability is anchored firmly at the highest level of management, the Board of Directors created a Board Sustainability Committee in June 2011. The Sustainability Committee’s job is to assess Implenia strategic options from the point of view of sustainable development. The focus is on core business in all areas of activity, including building con-struction, roads and civil works, civil engineering, foundation engineering and underground construction. The Sustainability Committee is also responsible for overall monitoring of the company’s sustainability initiatives.

implenia qualifies as a sustainable investmentThe Kempen SRI Universe Standard (Socially Responsible Investment) is awarded by the

Dutch bank Kempen & Co. to European companies that go beyond the legal requirements to make a positive contribution to the environment, society and their employees. In 2011 Kempen assessed Implenia for the first time with regard to the relevant compliance, corporate social responsibility, personnel development and environmental protection criteria. Implenia was given the accreditation straight away, thus joining the list of companies that the bank, which manages numerous sustainability funds, will consider for investment.

implenia to publish its first sustainability report in 2012The Implenia Sustainability Report, which will appear for the first time this autumn, will

contain extensive information about the company’s sustainability performance. It will be based on the internationally respected standard laid down by the Global Reporting Initiative (GRI) and will focus on the five strategic elements defined by Implenia. During the year under review the groundwork was done and the data established for the report, which provides a systematic overview of Implenia’s commitment to sustainability.

SuStainability

sustainability highlights 2011

Embedded in the overall sustainability strategy, Implenia’s commitment can be seen in the wide variety of initiatives and efforts undertaken in 2011.

Implenia is taking part in the Federal Office of Energy’s project “Standard Nachhaltiges Bauen Schweiz”, which aims to promote a shared perspective on sustainable construction. Standardised, broad-based and stable evaluation criteria are required if a building’s focus on sustainability is to be reflected in its value too.

As beacon projects for environmentally friendly construction, Implenia has chosen two projects from its development portfolio for implementation of the 2000-Watt Society concept: the “Werk 1” residential, commercial and hotel development in Winterthur, and the “schorenstadt” residential development in Basel.

In 2011, Implenia laid the foundations for its value-oriented management concept. This management model focuses the company’s processes on the creation of corporate value. Read the interview on this subject on page 66.

Implenia ran a number of awareness-raising programmes and training courses on the subject of health and safety at work in 2011. For more information, see the “Employees” chapter, page 96.

As part of its commitment to training and development, Implenia worked with Lucerne University to develop a course in construction cost planning. See fold-out focus employer for more information.

102–103

reduction in co2 emissions

Implenia has launched a pilot project on the CSS construction site in Lausanne, install-ing solar panels on the roofs of the four on-site office portacabins. They cover a total area of 48 m2, and can produce a total of more than 6140 kilowatt hours (kWh) per year. The electricity generated is being used not only to power the site; surpluses are being fed into the local electricity grid. This is reducing CO2 emissions from the building site by five tonnes a year.

Electricity price at market levelOnce the Lausanne-Vennes project is finished, the solar panels and cabins will be

moved to the next construction site. The solar panels have an approximate lifespan of around 20 – 25 years. The four cabins will produce a total of approximately 150,000 kWh of electricity over their whole operational lives. This is enough to provide power for 30 average private homes for a year.

Based on the expected lifetime of the panels, the electricity generated costs CHF 0.24 per kWh. This is close to the current market price and much lower than usual for solar power. Depending on how the pilot project goes, Implenia plans to equip more construc-tion sites with solar cells in future.

In Basel’s Hirzbrunnen dis-trict, Implenia is building the “schorenstadt” housing estate – a beacon project for the 2000-Watt Society that follows the new SIA Energy Efficiency Path.

inFormation For invEstors

key information

Abbreviation IMPN

Security number 2.386.855

ISIN code CH0023868554

share capital

31.12.2011 31.12.2010 31.12.2009 31.12.2008 31.12.2007

Share capital (in CHF 1,000) 35,097 51,721 64,652 73,888 83,124

Number of registered shares issued 18,472,000 18,472,000 18,472,000 18,472,000 18,472,000

Of which treasury shares 179,006 211,017 1,526,184 163,943 52,563

Number of outstanding registered shares 18,292,994 18,260,983 16,945,816 18,308,057 18,419,437

Par value of each registered share (in CHF) 1.90 2.80 3.50 4.00 4.50

Conditional capital (in CHF 1,000) 17,548 25,861 32,326 36,944 41,562

key figures

31.12.2011 31.12.2010 31.12.2009 31.12.2008 31.12.2007

Earnings per share (in CHF) 3.31 2.88 2.56 2.13 1.37

Price-earnings ratio 8.1 10.1 10.7 14.9 26.0

Equity per share (in CHF) 29.1 26.8 24.8 22.8 21.7

Gross dividend 1 (in CHF) 1.10 0.90 0.70 0.50 0.50

Dividend yield 2 4.7% 2.8% 2.4% 1.7% 1.4%

Distribution ratio 33.1% 31.7% 27.5% 23.1% 36.2%

1 From 2006 – 2011 the distribution took the form of a reduction in par value2 Excluding tax effect

Distribution policyThe aim is to distribute around a third of Group profit as dividends, though care is also

taken to ensure dividends are as stable as possible.

information for investors

Implenia shares have been traded on the main segment of the SIX Swiss Exchange in Zurich since 6 March 2006.

104–105

Distribution of share capital by type of shareholder (shares with and without voting rights)

Distribution of share capital by size of shareholder (shares with and without voting rights)

Legal entities Pension funds Investment funds / foundations Banks / insurance companies Private individuals

559

89 19

984

2162

30.26%34.83%

1.78%9.67%

5.40%

984 shareholders with 1 –100 shares 2162 shareholders with 101 –1,000 shares 559 shareholders with 1,001 –10,000 shares 89 shareholders with 10,001 –100,000 shares 19 shareholders with 100,000 shares

shareholder structure

shareholders owning more than 3% of share capital (as at 31 December 2011)

Name Number of shares Percentage of share capital

Parmino Holding AG / Max Rössler Group 3,018,000 16.34%

Rudolf Maag 2,000,000 10.83%

Ammann Group 1,556,438 8.43%

Cazenove Capital Management Ltd. 891,209 4.82%

Chase Nominees Ltd. 864,590 4.68%

Ernst Göhner Stiftung (via EGS Beteiligungen AG) 838,514 4.54%

InformatIon for Investors

1-year performance (incl. comparison with SPI)

6-year performance (incl. comparison with SPI)

share performance

Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.

60%

70%

80%

90%

100%

110%

share performance

31.12.2011 31.12.2010 31.12.2009 31.12.2008 31.12.2007

Year-high (in CHF per share) 32.50 32.00 30.10 34.60 44.70

Year-low (in CHF per share) 20.00 26.50 20.25 27.00 26.40

Price at 31.12 (in CHF per share) 23.65 31.95 29.00 29.00 34.60

Average number of shares traded per day 16,990 19,487 10,809 11,688 38,277

Stock market capitalisation at 31.12. (in CHF 1,000) 436,863 590,180 535,688 535,688 639,131

Implenia N SPI Source: Datastream

Implenia N SPI Source: Datastream

2006 2007 2008 2009 2010 2011

60%

140%

100%

80%

160%

180%

220%

120%

240%

200%

106–107

BondsIn April 2010, Implenia issued a bond for the first time (ISIN: CH0112193518). Worth

CHF 200 million, it has a 3.125% coupon and six-year term (matures on 12 May 2016). UBS has confirmed its rating for the Implenia bond as “BBB-/stable”, and ZKB as “BBB/stable”.

Bond price 12 may 2010 to 31 December 2011

Bond

102%

100%

104%

106%

108%

101%

103%

105%

107%

Apr. 11 Jun. 11 Aug. 11 Oct. 11 Dec. 11Feb. 11Apr. 10 Jun. 10 Aug. 10 Oct. 10 Dec. 10


Five-year Group overview

2011 2010 2009 2008 2007CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000

Order book 3,153,915 3,070,314 3,445,184 2,958,904 2,512,783

Income statement

Production output 2,776,666 2,716,205 2,637,277 2,541,911 2,704,968

Consolidated revenue 2,522,646 2,388,418 2,279,835 2,324,465 2,380,625

EBIT divisions 93,529 76,997 79,971 69,950 65,056

Miscellaneous / holding company 147 661 (12,328) (10,947) (26,388)

Operating income 93,676 77,658 67,643 59,003 38,668

Depreciation 46,813 34,894 36,960 39,525 46,010

EBITDA 140,489 112,552 104,603 98,528 84,678

Consolidated profit 61,351 52,458 47,055 39,983 25,534

Cash flow statement

Cash flow from operating activities 102,449 138,516 119,138 183,600 (70,176)

Cash flow from investment activities (35,138) (98,596) (26,484) (14,484) (43,108)

Cash flow from financing activities (14,270) 181,872 (82,333) (97,517) 52,827

Free cash flow 67,311 39,920 92,654 169,116 (113,284)

Investment activities

Investments in real estate transactions 76,459 50,848 88,317 69,257 43,198

Real estate disposals (29,946) (108,681) (103,104) (67,961) (44,125)

Investments in fixed assets 38,720 39,496 36,421 38,019 58,235

overview of key figures

108–109

2011 2010 2009 2008 2007CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000

Balance sheet

Cash and cash equivalents 402,532 349,274 128,749 118,364 47,153

Real estate transactions 247,047 217,983 168,732 180,157 168,049

Other current assets 820,059 734,230 726,769 695,586 747,396

Non-current assets 418,065 375,516 357,544 366,709 379,270

Total assets 1,887,703 1,677,003 1,381,794 1,360,816 1,341,868

Financial liabilities 209,073 199,760 42,853 81,677 164,425

Other liabilities 1,135,102 981,759 912,601 855,901 772,549

Equity 543,528 495,484 426,340 423,238 404,894

Total equity and liabilities 1,887,703 1,677,003 1,381,794 1,360,816 1,341,868

Net cash position 193,459 149,514 85,896 36,687 (117,272)

Capital structure

Equity ratio in % 28.8 29.5 30.9 31.1 30.2

Long-term liabilities in % 15.7 16.5 3.0 2.3 2.0

Short-term liabilities in % 55.5 54.0 66.1 66.6 67.8

Key figures

EBITDA margin in %1 5.6 4.7 4.6 4.2 3.6

Operating income margin in %1 3.7 3.3 3.0 2.5 1.6

Return on Invested Capital (ROIC) in % 26.8 22.4 19.9 15.3 7.4

1 Basis: consolidated revenue IFRS

Headcount (FTE) 2 5,648 5,424 5,350 5,439 5,444

2 Headcount incl. international


communications, contact and key dates

communicationsImplenia follows an open, transparent and timely information policy in the interests of its

shareholders, investors and the general public. In its periodic and ad hoc reporting, Implenia is committed to equal treatment of all stakeholders in terms of timing and content.

Comprehensive information is available to all investors, journalists and interested members of the public at www.implenia.com under the “Investor Relations” link. All the latest investor presentations are available here too. By clicking through the “News-Service” link on the site, interested parties can subscribe to our ad hoc communications and order physical copies of our annual report and half-year report.

contactOur CFO, Beat Fellmann, is responsible for ongoing communication with shareholders,

investors and analysts:

Tel +41 44 805 45 00 – Fax +41 44 805 45 01 – E-mail [email protected]

110–111

2012 Annual General Meeting of Shareholders 4 April 2012

Ex-date 11 April 2012*

Payment date 16 April 2012*

Media and analysts’ conference on the 2012 first-half results 30 August 2012

Media and analysts’ conference on the 2012 full-year results 26 February 2013

2013 Annual General Meeting of Shareholders 27 March 2013

* Dates subject to approval of profit distribution.

key dates

ETH Excellence Scholarship – creating incentives for young talents There is much talk at the moment about the lack of specialists in Switzerland. Construction companies need to have an adequate supply of well trained, well qualified employees, and the industry faces great chal-lenges in coming years as it tries to recruit enough specialists and young talents. This is why Implenia works so closely with the university sector. It is, for example, helping to fund the Excellence Scholarship Programme at the Federal Institute of Technology (the “ETH”) in Zurich. In the following interview, Nathalie Fontana of the ETH Zurich Foundation explains the programme’s aims and the opportunities it brings.

What is the aim of the ETH’s Excellence Scholarship?The Excellence Scholarship Programme supports the effort to train more out-standing young talents for the Swiss labour market. 1– 2% of new masters students – a hand-picked group of no more than 50 across the whole of the ETH – are enrolled into the programme and given a scholarship. The aim of the programme is to promote excellence – it’s more about quality than quantity. The ETH is already a magnet for talent in the international university sector,

but competition is intense. To attract the best people you have to offer incen-tives and targeted support programmes. Because what we are doing ultimately helps the Swiss economy, industry and the private sector are happy to provide the programme with generous support. Implenia’s support is exemplary for the construction industry.

Isn’t such a close relationship with busi-ness a bit risky for the ETH’s reputation?Not at all. Everyone benefits from the partnership: Industry can benefit from

“There has been an increase of around 19% in people studying construction engineer-ing in recent years.”

Nathalie Fontana, Project Manager for Fund Raising, ETH Zurich Foundation

How can you ensure that when they have finished their studies the international students also stay, work and use their expertise in Switzerland?The statistics show that around 50% of foreign students in Switzerland also find their first job in the country. How-ever this has to be within three months of graduating; otherwise their visas run out. Graduates look for attractive jobs with development prospects. They want a high standard of living and a stable social environment – economically and politically. All of this speaks in favour of remaining in Switzerland.

People say that the construction industry has an image problem among young, well educated people. Is that the way you see it too? We don’t find that, no. There has been an increase of around 19% in people studying construction engineering in recent years. And, interestingly, more and more female students are choos-ing the subject. This is reflected in the

the ETH Zurich’s “output” i.e. from outstanding young talent, while the ETH can strengthen its interaction with the business world. Meanwhile, the students get an early insight into career prospects and possible employers. Re-cipients of the scholarship are selected exclusively by the relevant bodies at the ETH Zurich. The partners have no influence on this process.

work hard on communicating success stories based around all the projects it is involved in. Companies like Implenia have a lot of great work to talk about; I’m thinking about things like the his-toric Gotthard tunnel project. Behind this kind of project there are always people who have achieved extraordi-nary things. Exciting projects like this, and the highly capable people behind them, act as a powerful magnet for potential employees and talented young people.

Construction is still seen as a very male industry. What would you advise a construction company to do if it wants to be more attractive to female construction engineers and architects? The image is created by the jobs avail-able and the associated prospects and career models. It is not necessarily a negative thing per se that the industry

scholarship programme too: almost a third of the construction engineering students on the programme are women.

What else can the industry do to improve its image?The industry should highlight its modern career paths and working mod-els, and show that it is an attractive industry with lots to offer. And it should

“Implenia’s support is exemplary for the construction industry.”

Nathalie Fontana

“It was only thanks to the Excellence Scholarship that I was able to study at the ETH Zurich. It’s great that Implenia is so committed to training young people.”Stella Schieffer, Graduate in Construction Engineering, ETH Zurich

is male-dominated. But I would imag-ine that attractive, interesting jobs and working models for women – ones that can be combined with family life – are probably still rare. As I said, there is a growing number of female students taking construction engineering courses at the ETH Zurich. So we are starting from a healthy position.

Personal freedom of movement is a key factor when recruiting people from abroad. Switzerland’s agreement on freedom of movement is currently coming under political pressure. Could this make the situation difficult for the students you are trying to develop?More than 30% of master’s-level stu-dents at the ETH are from outside Swit-zerland. The figure for doctoral students is over 60%. I believe that it would be a missed opportunity and economically dubious if the quotas for foreign work-

ers were reduced and / or made unequal. In particular, I think that as much as possible should be done to keep people here if they are already studying in Switzerland, because most of them are already very well integrated. The cost of employing these graduates would be relatively low, so ultimately it would be better for all concerned.

Many thanks for an interesting discussion.

Nathalie Fontana is Fund Raising Manager for the ETH Zurich Foundation, an independent private charitable foundation set up to promote teaching and research at the ETH Zurich. Its “Excellence Scholarship” provides per-formance scholarships to Swiss and foreign masters stu-dents with the aim of nurturing the best young talent and strength ening Switzerland’s expertise and workforce. Implenia supports the construction engineering strand of the course by providing three scholarships a year.

“Construction engineering provides out-standing career possibilities for young talents. I hope that Implenia, as a leading construction company, will continue to offer high quality, innovation and attrac-tive career opportunities for young people. It really helps encourage excellence in our profession.” Anastasis Tsiavos, Master’s student in Construction Engineering, ETH Zurich

Construction cost planning – an attractive career option Cost planning is a key function within the construction process. Good construction cost planning creates certainty about costs, quality and timing, which obviously in-creases customer satisfaction. With its con-struction cost planning career programme, Implenia is helping to position the job as an attractive career option, shaping a specific specialist career path and investing in its employees’ continuing development.

≤

A construction cost planner’s work is intense, but varied. In order to calculate an offer to a client, Reto Mani reads and analyses construction plans, collects offers from external firms, draws up tables and lists, calculates and negotiates.

≤The restaurant being built on the summit of the Weisshorn is a new landmark for Arosa, sitting imposingly in a topographically challenging location amidst the magnificent mountainscape. Implenia’s work on the project, designed by renowned architect Thilla Theus, is going according to plan – partly thanks to the good construction cost planning.

Construction cost planners are the financial specialists of the construction industry. They have to hold hundreds of things in their head, know what ev-erything costs, understand the relevant planning rules and identify what factors might increase costs or create financial risks. Will health and safety require-ments be met? Are there any environ-mental risks? Does the contract include completeness and functionality claus-es? Construction cost planners have to analyse, research and negotiate every single facet of a construction project in minute detail. Finally the figures have to be broken down into a cost per cubic metre – the key figure for the client.

Challenging and variedCosts are calculated in several stages, from the first rough estimate of each element – land, shell construction, external fees, etc. – right through to the detailed costing of each individual concrete slab. “It’s a huge job, but very varied because each project is different,” says Remo Mani. The native of Canton Grisons has worked as a construction cost planner at Implenia in Chur for two years, reading plans, analysing, asking for offers, drawing up tables and lists, calculating and negotiating. A cost planner not only has to know a lot about prices, but also needs to have solid construction expertise and refined negotiating skills.

A good cost planner has an eye for the big picture. “It starts with the excava-tion and ends with the painters,” says Hanspeter Villiger, who has 34 years’ experience in construction and 8 as a building construction cost planner at Implenia in Basel. Construction cost planners work under pressure. They normally have only one or two months to submit an offer. “We complete twelve to fifteen projects a year,” says Patrick Tocaben, who started as a construction cost planner with Implenia in Geneva at the age of 39.

“At Implenia I can get support from a huge network of very knowl-edgeable people.”

Reto Mani, 46, has been a construction cost planner at Implenia in Chur for two years. Mani trained as a draughtsman and construction manager and previously worked at various architecture firms.

Quicker and earlierConstruction cost planners at Implenia tend to have had a lot of professional experience, like Mani and Villiger who trained as construction draughtsmen before they moved into the job. Ever tougher and ever more global competi-tion in the construction industry, higher volumes of business and shorter deadlines mean that Implenia will need more construction cost planners in the future.

In response to this need, Implenia and Lucerne University have launched the “CAS Baukostenplanung GU / TU” training programme (“Certificate of Advanced Studies in Construction Cost Planning for General and Total Con-tracting”) . The idea behind the course is to help graduates and younger profes-sionals in Switzerland to become con-struction cost planners earlier and more quickly, and without having to accu-mulate years of experience in the con-struction industry. The first pilot course begins in spring 2012 with a maximum of ten participants. “It’s an exciting and innovative project, especially because of the e-learning opportunities,” says Andrea Weber Marin, Deputy Director of Lucerne University. Implenia hopes that the CAS Baukostenplanung GU / TU course will bring construction cost planning more into focus as a career and strengthen its position in the job market. In future, planners should be involved not just at the planning stage, but also during construction so that any cost overruns can be analysed more quickly.

“I like the intensive contact with people.”

Hanspeter Villiger, 61, has been a construction cost planner at Implenia in Basel for eight years. A trained mason and draughtsman, he has also completed additional training as a foreman and site manager.

“I like the variety of projects at Implenia. I’ve been able to work on lots of different types of building, including hospitals and prisons.”

Patrick Tocaben, 49, has been a construction cost planner at Implenia in Geneva for 10 years. French by birth, he studied architecture and construction processes for two years.

Implenia launches career programme

The career programme for construction cost planners at Implenia allows people to take on responsibility for major projects after a year of training. The core element of the programme is the training course “CAS Baukostenplanung GU / TU” (“Certificate of Advanced Studies in Construction Cost Planning for General and Total Contracting”) developed by the Technology and Architecture Faculty of Lucerne University in partnership with Implenia. In six modules, participants learn the fundamentals required to succeed as a construction cost planner.

They are assisted and supported by an experienced colleague in their daytoday work as a construction cost planner at Implenia. They also attend internal training courses and take part in regular experience sharing sessions.

The career programme begins this spring. Participants are em-ployed on a permanent basis, i.e. their employment contract continues after the one-year programme has been completed.

People can also do the CAS Baukostenplanung GU / TU course without being employed by Implenia. More information can be found on the Lucerne University (Technology and Architec-ture Faculty) website. www.hslu.ch / wb-bau

Implenia Management AGIndustriestrasse 24CH-8305 DietlikonTel. +41 44 805 45 77Fax +41 44 805 45 78www.implenia.com

02.D

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126–127Corporate Governance Group structure and shareholders 128 – Capital structure 131 – Board of directors 135 – Executive committee 144 – Com

pensation, shareholdings and loans 148 – Shareholders’ participation 150 – Changes of control and defence measures 152

Auditing body 152 – Information policy 153

Corporate GovernanCe Group struCture

Menbers of the Executive Committee as at 1 January 2012: Anton Affentranger, Beat Fellmann, Arturo Henniger,

Peter Preindl and René Zahnd 1 This Division was headed by Luzi R. Gruber until the reporting date. Peter Preindl has headed the Division since 1 January 2012.

CeoAnton Affentranger

Implenia Ltd.Board of Directors

Corporate Centre / CFoBeat Fellmann

real estate

René Zahnd

Infrastructure ConstructionArturo Henniger

Industrial Construction (International)1

Peter Preindl

128–129

preambleAs required by the SIX Swiss Exchange Directive on Information Relating to Corporate

Governance of 29 October 2008 (Directive Corporate Governance, DCG), this chapter describes those main principles of Implenia Group’s organisation and structure that directly or indirectly affect the interests of shareholders and other stakeholders. Unless stated otherwise, informa-tion is correct as of the balance sheet date (31 December 2011).

The structuring and numbering of this chapter correspond to the scheme set out in the above directive.

1. Group structure and shareholders1.1 Group structure

Implenia Ltd. is a holding company, which directly or indirectly controls all the companies within the Implenia Group.

1.1.1 Operational Group structureAs at 31 December 2011, the Group’s operational structure was as shown on page 128 (but

see footnote 1).

1.1.2 Listed companies within the Group Implenia Ltd., registered office in Dietlikon (ZH), is a Swiss company that has been listed

on the SIX Swiss Exchange (securities no. 002386855, ISIN code CH0023868554, abbreviation IMPN) since 6 March 2006. Its stock market capitalisation as at 31 December 2011 was CHF 436,862,800. Its consolidated holdings do not include any listed companies.

1.1.3 Unlisted companies within the GroupThe unlisted companies within the Group, including their names, registered offices, share

capital and the stake held by the Group, are listed on pages 242 and 243 in the notes to the financial report.

1.2 significant shareholdersThe names of known significant shareholders and shareholder groups holding more than

3% of Implenia’s share capital as at 31 December 2011 are shown below.

Corporate GovernanCe

as per last disclosure notificationshareholder Date of

disclosuretotal number

of sharespercentage of share capital

Parmino Holding AG / Max Rössler group 23.11.2009 2,936,950 15.90%

Rudolf Maag 23.11.2009 2,000,000 10.83%

Ammann group2 04.03.2008 1,156,438 6.26%

Ernst Göhner Foundation (via EGS Beteiligungen AG) 20.04.2011 921,614 4.99%

Cazenove Capital Management Ltd. 09.04.2011 891,209 4.82%

as per share register on 31.12.2011

shareholder total number of shares

percentage of share capital

shares with voting rights

shares without

voting rights

Parmino Holding AG / Max Rössler group 3,018,000 16.34% 3,018,000

Rudolf Maag 2,000,000 10.83% 2,000,000

Ammann group 1,556,438 8.43% 1,556,438

Chase Nominees Ltd. 864,590 4.68% 864,590

Ernst Göhner Foundation (via EGS Beteiligungen AG) 838,514 4.54% 838,514

Cazenove Capital Management Ltd. None registered 3

2 According to the disclosure notification of 2 January 2012, the Ammann group includes Ammann Group Holding AG, Madisa AG, the pension funds of the Ammann companies, the Arthur und Emma Ammann Foundation, Katarina Ammann- Schellenberg, Ulrich Andreas Ammann (new), Katharina Schneider-Ammann (new) and Christoph Ammann (new), with a holding of 1,556,438 shares (8.43%).

3 The shares concerned are not registered in the Share Register.

130–131

Between 1 January and 31 December 2011 Implenia Ltd. received the following disclosure notifications concerning shareholdings within the meaning of Articles 20 and 21 of the Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA) of 24 March 1995.

Date of notification

shareholder total number of shares

percentage of share capital

10.03.2011 BlackRock, Inc. group4 923,256 4.99%

01.04.2011 BlackRock, Inc. group 929,412 5.03%5

06.04.2011 Cazenove Capital Management Ltd. 891,209 4.82%

18.04.2011Ernst Göhner Foundation (via EGS Beteiligungen AG) 921,614 4.99%

27.05.2011 The Capital Group Companies, Inc. group6 <3%

16.09.2011 BlackRock, Inc. group <3%

29.12.2011 Ammann group7 1,556,438 8.43%

1.3 Cross shareholdingsThere are no cross shareholdings.

2. Capital structure2.1 Capital

As at 31 December 2011, the share capital amounts to CHF 35,096,800, divided into 18,472,000 registered shares with a par value of CHF 1.90 each. The shares are fully paid up. Conditional capital amounts to CHF 17,548,400. There is no authorised capital.

2.2 authorised and conditional capital in particularCapital may be increased conditionally by a maximum of CHF 17,548,400 by issuing a

maximum of 9,236,000 registered shares with a par value of CHF 1.90 each to be fully paid up. The capital increase takes place following the exercise of conversion and / or option rights issued in connection with bonds or other financial market instruments of the company and / or of the Group companies. Existing shareholders’ preferential subscription rights are excluded. Holders of the relevant conversion and / or option rights are entitled to subscribe to the new registered shares. The Board of Directors fixes the conditions for the conversion and / or the option.

4 As well as the parent company BlackRock, Inc., the BlackRock, Inc. group includes BlackRock Holdco 2, Inc., BlackRock Financial Management, Inc., BlackRock Advisors Holdings, Inc., BlackRock International Holdings, Inc., BR Jersey International Holdings LP, BlackRock Group Ltd., BlackRock Holdco 4, LLC, BlackRock Holdco 6, LLC, BlackRock Delaware Holdings, Inc., BlackRock Luxembourg Holdco S.à.r.l., BlackRock Advisors UK Ltd., BlackRock Institutional Trust Company, N.A., BlackRock (Luxembourg) S.A. and BlackRock Investment Management (UK) Ltd.5 The BlackRock, Inc. group has reported acquired positions totalling 5.16% (in addition to the figure in the table, a CFD stake amounting to 24,073 shares [0.13%]).6 The reported group based around the holding company The Capital Group Companies, Inc. also includes The Capital Research and Management Company, Capital Guardian Trust Company, Capital International Ltd., Capital International S.à r.l. and Capital International K.K.7 See footnote 2.


The Board of Directors may partially or entirely exclude shareholders’ preferential subscrip-tion rights when bonds or other financial market instruments are issued with conversion and / or option rights if these instruments are being issued to finance or refinance the acquisition of com-panies, parts of companies, participations or new investment projects, and / or if the instruments are issued on the national or international capital markets. If the Board of Directors resolves that the preferential subscription right will not be granted directly or indirectly, (1.) the bonds or other money market instruments must be issued at market conditions, (2.) the new registered shares must be issued at market conditions, taking due consideration of the stock market price of the registered shares and / or comparable instruments priced by the market, and (3.) it should be pos-sible to exercise the conversion and / or option rights within a period of no longer than 10 years from the relevant issue date.

The acquisition of shares through the exercise of conversion and / or option rights and any subsequent transfer of the registered shares are subject to the registration restrictions pursuant to Art. 7 Para. 4 of the articles of association of Implenia Ltd. (see point 2.6 below).

There were no capital increases in 2011. Neither was there any authorised capital as at 31 December 2011.

2.3 Changes in capital over the last three years of Implenia Ltd.

31.12.2011 31.12.2010 31.12.2009 CHF 1,000 CHF 1,000 CHF 1,000

Share capital8 35,097 51,721 64,652

Legal reserves

– General reserves 16,185 13,686 13,686

– Reserves for treasury shares 4,460 6,292 38,890

– Reserves from capital contributions 59,153 40,873 40,873

Voluntary reserve – 20,780 20,780

Profit and loss account:

– profit carried forward 136,808 113,616 60,465

– profit for the year 20,400 21,359 20,553

equity 272,103 268,327 259,899

8 The changes in share capital over the last three years shown are due to reductions in par value.

132–133

2.4 shares and participation certificatesAs at 31 December 2011, the share capital is divided into 18,472,000 fully paid up regis-

tered shares with a par value of CHF 1.90 each. Each share entitles the holder to one vote at the General Meeting of Shareholders and to dividends. There are no voting right shares or other shares with similar advantages. There are no participation certificates.

2.5 Dividend-right certificatesThere are no dividend-right certificates.

2.6 Limitations on transferability and nominee registrations

2.6.1 Percentage clauseThere is no percentage clause which would allow any limitation of transferability of Imple-

nia shares. Pursuant to Art. 7 Para. 4b of Implenia Ltd.’s articles of association, the Board of Directors can refuse to enter an owner of registered shares as a shareholder with voting rights in the Share Register if information available to the company indicates that recognition of this owner as a shareholder would or could prevent the company and / or its subsidiaries from pro-viding the legally required evidence about the composition of its shareholder body and / or the beneficial owners of the shares. In connection with the project development and real estate business run through the corporation’s subsidiaries, the corporation is specifically entitled to refuse to register persons abroad (pursuant to the Federal Law of 16 December 1983 on the Acquisition of Real Estate by Persons Abroad, BewG), if such registration could raise any doubt about the Swiss control of the corporation and / or its subsidiaries.

The details of how this article is implemented are set out in the Board of Directors’ regula-tion entitled “Regulations on the Registration of Registered Shares and Keeping of the Share Register of Implenia Ltd.” (“Registration Regulations”). The Registration Regulations are avail-able at www.implenia.com, under “Investor Relations” – “Regulations”).

The Registration Regulations state that the Board of Directors shall enter a foreign share-holder in the Share Register as a shareholder with voting rights, provided: (i) the foreign share-holder meets the conditions that apply to all shareholders (points 2 to 4 of the Registration Regulations) (ii) total foreign-owned shares entered with voting rights in the Share Register (in-cluding the shares of the foreign shareholder concerned) do not account for more than 20% of all shares entered with voting rights in the Share Register, and (iii) the number of shares entered with voting rights in the Share Register that are held by the foreign shareholder concerned does not exceed 10% of all shares entered with voting rights in the Share Register. Above these limits, foreign shareholders will only be registered if a decision by the competent authorities is presented at Implenia’s headquarters to the effect that Implenia and its subsidiaries shall not be considered as foreign-controlled even after the new foreign shareholder is entered in the Share Register. Any shareholder falling within the definition of a person living abroad as per Art. 5 of the Federal Law on the Acquisition of Real Estate by Persons Abroad (BewG) in conjunction with Art. 6 BewG, and any nominee who has not disclosed the identity of the shareholders it is representing, shall be considered as a foreign shareholder within the meaning of this clause.

2.6.2 Reasons for granting exceptionsNo exceptions were granted during the year under review.

2.6.3 Admissibility of nominee registrationsAccording to section 4 of the Registration Regulations, nominees are persons who do

not explicitly declare in their application for registration that they hold the shares for their own account.

According to Art. 7 Para. 4a of the company’s articles of association, nominees will be entered in the Share Register if they declare in writing that they are prepared to disclose the names, addresses and shareholdings of any persons for whose account they are holding the shares. Art. 7 Para. 4a of the articles of association says the following:

“Acquirers of registered shares are registered in the Share Register with the right to vote upon request if: (a) they can prove that they acquired and hold these registered shares in their own name and for their own account. Persons who do not provide such evidence shall only be registered as nominees with the right to vote in the Share Register if they undertake in writing to disclose the names, addresses and the number of shares of the persons for whose account they hold shares, or if they disclose this information immediately in writing on first request. The remaining provisions of the articles of association, in particular Articles 4, 11 and 13, apply by analogy to nominees. The board of directors is empowered to enter into agreements with nominees regarding their notification duties.”


134–135

Pursuant to Para. 4 of the Registration Regulations, the Board of Directors will enter nomi-nees in the Share Register as shareholders with voting rights up to an acknowledged percent-age of 1% of the total registered share capital entered in the commercial register, as long as the nominees declare in writing that they are prepared to disclose the names, addresses and share-holdings of any person for whose account they are holding the shares, or if they disclose this information immediately in writing on first request. The nominees must have concluded agree-ments with the Board of Directors regarding their position. Registered shares held by a nominee will only be entered in the Share Register with voting rights above this 1% limit if the nominee concerned discloses the names, addresses, place of residence or domicile and shareholdings of any person for whose account they are holding 0.25% or more of the registered share capital entered in the Commercial Register. Registration as a nominee requires that the nominee has made a valid application using the “Application for Registration as Nominee” form (available at www.implenia.com, then click on “Investor Relations” – “Application”).

2.6.4 Procedure and conditions for cancelling privileges granted under the articles of association and limitations on transferability

There are no privileges under the articles of association, and the cancellation of transfer-ability restrictions requires a resolution by the General Meeting of Shareholders adopted by at least two thirds of the votes represented at the meeting.

2.7 Convertible bonds and optionsThere are no outstanding convertible bonds or options.

3. Board of Directors3.1 Members of the Board of Directors

The Board of Directors has seven members. At the Annual General Meeting of Sharehold-ers of 19 April 2011, Moritz Leuenberger and Theophil H. Schlatter were appointed as new members. On 1 October 2011 the Board of Directors appointed Anton Affentranger as the new CEO of Implenia. Anton Affentranger – up until that point Chairman of the Board of Direc-tors – stepped down from the Board of Directors. The new Chairman of the Board of Directors is Markus Dennler, who had been Vice Chairman of the Board since the merger in spring 2006. Hans-Beat Gürtler was elected as the new Vice Chairman.

None of the Members of the Board of Directors has an operational management role in the company or any of its subsidiaries.

No Member of the Board of Directors was part of Implenia Ltd.’s Executive Committee or part of the operational management team of any Group company in the three years before the period under review.

No member of the Board of Directors has any significant business relationships with the Implenia Group.

2 3

6 7

4

5

Corporate GovernanCe BoarD oF DIreCtors

1 Markus Dennler(born 1956, Swiss)

Markus Dennler has been Chairman of the Board of Direc-

tors of Implenia Ltd. since 1 October 2011, having previ-

ously served as Vice Chairman from March 2006. He was

Chairman of the Board of Directors of Batigroup Holding AG

between 2005 and the company’s merger with Zschokke

Holding AG in 2006. He is also a Member of the Board of

Directors of Swissquote Holding AG and Petroplus Holdings

AG, and Vice Chairman of the Board of Allianz Suisse; he is

also a Member of the Board of the British-Swiss Chamber

of Commerce. After leaving the University of Zurich with a

doctorate in law, he qualified to practise as an attorney. He

joined Credit Suisse Group in 1986, and in 2000 became a

Member of the Executive Board of Credit Suisse Financial

Services. At the beginning of 2005 Markus Dennler set up

his own legal practice in Zurich.

2 Hans-Beat Gürtler (born 1946, Swiss)

Hans-Beat Gürtler has been Vice Chairman of the Board of

Directors since October 2011. He has been a Board Mem-

ber since April 2010. He is a Management Partner of Var-

uma, a private equity firm in Basel, as well as a Member

of the Board of Basilea Pharmaceutica AG in Basel, and a

Member and President of the Boards of Directors of several

Swiss-based private companies, most of them start-ups and

SMEs, primarily in the pharma / biotech sector. Prior to join-

ing Varuma, he held the position of Global CEO at Novartis

Animal Health, where he was responsible for the worldwide

business, including research, development, manufacturing

and marketing of animal pharmaceuticals for pets and farm

animals. Previously, Mr. Gürtler held various increasingly

senior management positions at Ciba-Geigy Ltd. As CEO

of Mahissa, Ciba-Geigy’s seeds business in Spain, he lived

in Barcelona for several years. Hans-Beat Gürtler holds a

commercial diploma.

1

136–137

ecutive Committee Member of Holcim (Schweiz AG), and

from 1991 until 1995 was Head of Finance and a member

of the Executive Committee of Sihl Zürcher Papierfabrik an

der Sihl. He started his career at STG-Coopers & Lybrand

AG as an auditor and then moved to Holcim Group Support

AG’s Corporate Controlling department. He is currently a

Member of the Boards of Directors of Swisscom AG and

Schweizerische Cement-Industrie-Aktiengesellschaft. He is

Chairman of the Board of Directors of Pekam AG. Theophil

H. Schlatter graduated with a degree in economics from the

University of St. Gallen, and he is also a qualified auditor.

6 toni Wicki(born 1944, Swiss)

Toni Wicki has been a Member of the Board of Directors

since March 2006. From April 2009 to August 2010 he was

the Board’s Independent Lead Director. He is a Member of

the Supervisory Board of Rheinmetall AG and of the Board

of Trustees of the Stiftung Museum und historisches Mate-

rial der schweizerischen Luftwaffe. He was previously CEO

and Delegate of the Board at RUAG Holding and before

that held various positions in technology businesses, in-

cluding ABB and Leica. He was Chief of Weaponry for the

Swiss Army. Until its merger with Batigroup Holding AG,

he was Vice Chairman of the Board of Directors of Zschok-

ke Holding AG. Toni Wicki qualified as a mechanical en-

gineer from the Federal Institute of Technology in Zurich.

7 philippe Zoelly (born 1948, Swiss)

Philippe Zoelly has been a Member of the Board of Direc-

tors since March 2006. He is a partner at a law firm in Ge-

neva. He works mainly on consultancy, negotiation and

court-room litigation in commercial matters, particularly

in the fields of civil liability and insurance law, bankruptcy

law and copyright management. He also takes on official

mandates as a fiduciary and company administrator. He is

a Member of the Board of Directors of the Swiss Society of

Authors (Société Suisse des Auteurs – SSA) and chairman of

the SSA’s Emergency Fund. He was a Member of the Board

of Directors of Zschokke Holding AG from 2005. He holds

a law degree from the University of Fribourg. Philippe Zoe-

lly qualified to practise law in Geneva.

3 patrick Hünerwadel (born 1959, Swiss)

Patrick Hünerwadel has been a Member of the Board of

Directors since March 2006. He is a partner at the Lenz &

Staehelin law firm (since 1994) and he teaches courses in

company law and general law of obligations at the Uni-

versity of Saint Gallen. He was a Member of the Board of

Directors of Batigroup Holding AG from 1997, and Vice

Chairman from 1999 until the merger with Zschokke Hold-

ing AG. He holds a degree and a doctorate in law from

the University of St. Gallen. Patrick Hünerwadel qualified

to practise in Zurich.

4 Moritz Leuenberger (born 1946, Swiss)

Moritz Leuenberger has been a Member of the Board of

Directors since April 2011. Between 1972 and 1991, he

ran his own legal practice in Zurich. From 1979 to 1995 he

was a National Councillor, holding various posts including

Chair of the Company Law Reform Commission and the

Parliamentary Investigations Commission. Between 1991

and 1995 he was a member of Zurich’s Cantonal Govern-

ment and, among other functions, was Head of the Can-

tonal Interior and Justice Ministry. From 1995 to 2010 he

sat on Switzerland’s Federal Council and was Head of the

Federal Department for the Environment, Transport, Ener-

gy and Communications. Under him, the Department was

made into a ministry of sustainability, leading the way on

reconciling infrastructure and environmental interests. He

was given many awards for this work, including an honor-

ary doctorate from the University of Udine for innovative

traffic policy using European Union Law. He headed the

Swiss delegations to international climate and energy ne-

gotiations. In 2001 and 2006 he additionally performed

the role as President of the Swiss Confederation. He has

written many books including “Lüge, List und Leidenschaft.

Ein Plädoyer für die Politik” (2007). Since leaving the Fed-

eral Council Moritz Leuenberger has, among other things,

headed the Swiss Aviation Foundation.

5 theophil H. schlatter(born 1951, Swiss)

Theophil H. Schlatter has been a Member of the Board of

Directors since April 2011. From 1997 until his retirement

in March 2010 he was CFO and a member of the Executive

Committee of Holcim Ltd. Before that he was CFO and Ex-


3.2 other activities and vested interestsThis information is given above in the individual profiles of each Board Member.

3.3 elections and terms of office

3.3.1 Principles of the election procedure and limits on terms of officeAt the Annual General Meeting of Shareholders of 19 April 2011, Moritz Leuenberger and

Theophil H. Schlatter were appointed as new members. The term of office of Board Members is two years. This term commences on the date of their election and ends on the date of the Annual General Meeting of Shareholders at the end of their terms of office, unless they resign or are dismissed before this. Members of the Board of Directors can be re-elected at any time, but they are subject to an upper age limit of 70 years; when they reach this age limit, they must leave the Board at the next Annual General Meeting of Shareholders. The Chairman, the Vice Chairman and the Secretary are appointed by the Board of Directors.

3.3.2 First election and remaining term of officeThe dates on which each Member of the Board of Directors was first elected, as well as the

dates of their re-election and details of their remaining terms of office are given in the follow-ing table:

Member of the Board of Directors First elected re-elected term ends

Markus Dennler 20.12.2005 14.04.2010 AGM 2012

Hans-Beat Gürtler 14.04.2010 AGM 2012

Patrick Hünerwadel 20.12.2005 14.04.2010 AGM 2012

Moritz Leuenberger 19.04.2011 AGM 2013

Theophil H. Schlatter 19.04.2011 AGM 2013

Toni Wicki 20.12.2005 14.04.2010 AGM 2012

Philippe Zoelly 20.12.2005 14.04.2010 AGM 2012

138–139

3.4 Internal organisational structure

3.4.1 Allocation of tasks within the Board of DirectorsThere is no formal distribution of responsibilities within the Board of Directors except for

the Chairman’s powers of authority as described here. In general, the tasks and powers of the Chairman are as defined in the law, the articles of association, Implenia Ltd.’s Organisational Regulations (referred to hereinafter as “Implenia’s OR”)9 and the functions diagram, plus any tasks and powers delegated by specific resolutions of the Board of Directors (Section 2.8a Para. 1 Implenia’s OR).

The Chairman chairs meetings of the Board of Directors. The Chairman is empowered to nomi-nate the Members of the Boards of Directors of the companies in which Implenia has a shareholding of at least 50%. However the only members of the Executive Committee that he may nominate as Board Members are the CEO and CFO. He is authorised in emergencies to perform tasks normally reserved to the Board of Directors if a decision cannot be taken by the Board in time, and if the Chair-man may reasonably expect the Board to agree with his actions. In such cases he must inform the Members of the Board of Directors immediately about what he has done. In addition, the Chairman has the right to obtain information from the Members of the Executive Committee at any time (Sec-tion 2.3c and 2.8 of Implenia’s OR).

If the Chairman is unable to carry out his duties or exercise his powers, the Vice Chairman, or if necessary another Member of the Board of Directors to be specified, shall do so in his place (Section 2.8d Implenia’s OR)

3.4.2 Members list, tasks and areas of responsibility for each committee of the Board of DirectorsThe Board of Directors has formed four committees – the Audit Committee, the Nomina-

tion and Remuneration Committee, the Strategy Committee and the Sustainability Committee. These committees analyse the relevant areas and submit reports to the Board of Directors so it can prepare decisions or perform its monitoring function. The Chairs of the individual com-mittees inform the Board of Directors about all major points and give recommendations for the decisions that have to be taken by the Board as a whole. The committees’ powers are set out in Implenia’s OR and in the regulations of each committee. The Sustainability Committee was set up during the year under review.

9 As part of a general best practice review, Implenia’s OR and all the company’s regulations were redrafted and issued by the Board of Directors on 20 January 2012, when they entered into force. Two new regulations were produced to help standardise certain organisational processes and precautions (Signature Regulation and Insider Trading Regulation). In conjunction with the second of these two regulations, the existing regulation of disclosure of management transactions was tightened up. The main changes to Implenia’s OR involved detailed rules about the Executive Committee, the function of the CEO / Head Corporate Centre, standardisation of the committees and the CEO’s right of veto in the Executive Committee. Implenia’s OR is available at www.implenia.com, under the link “Implenia” – “Organisational Regulations”. As mentioned in the preamble, the regulations and situation are reported as they stood on the reporting date.

The committees and their memberships are shown in the table below:

Member of the Board of Directors

audit Committee

nomination and remuneration Committee

strategy Committee

sustainability Committee

Markus Dennler • • (Chairman) •

Hans-Beat Gürtler • (Chairman) •

Patrick Hünerwadel •

Moritz Leuenberger • • (Chairman)

Theophil H. Schlatter •

Toni Wicki • (Chairman)

Philippe Zoelly •

The Audit Committee is made up of at least three Members of the Board of Directors. As the Board of Directors’ control committee, the Audit Committee is responsible for internal con-trols and the correct application of accepted and statutory accountancy principles. It coordinates and harmonises the work of the internal and external auditors. It is responsible for regular com-munication between internal and external auditors and the Board of Directors. It formulates instructions for the internal and external audit bodies. It has the authority to order special audits where necessary (Section 3.1 Implenia’s OR).

The Nomination and Remuneration Committee is made up of at least three Members of the Board of Directors. It prepares the Board of Directors’ and Executive Committee’s succession planning and helps the Board of Directors select suitable candidates for posts on the Board of Directors and Executive Committee. The Nomination and Remuneration Committee helps the Board of Directors and CEO to decide on remuneration at the company’s most senior levels, i.e. the Board of Directors and Executive Committee (Section 3.2 Implenia’s OR).

The Strategy Committee is made up of at least three Members of the Board of Directors. It helps the Board of Directors and Executive Committee determine corporate development and strategy. It also performs any other related tasks delegated to it by the Board of Directors (Section 3.3 Implenia’s OR).

The Sustainability Committee consists of at least two Members of the Board of Directors. In collaboration with the Executive Committee it proposes Implenia’s sustainability strategy to the Board of Directors. Together with the Executive Committee it evaluates the business areas on which Implenia should focus with regard to long-term sustainability, and it increases awareness of sustainable thinking and action throughout the company. It reviews the annual sustainability report and makes proposals to the Board of Directors. Finally, it conducts investigations into all matters within its area of responsibility, or commissions independent experts or others to do so.


140–141

The members of the Audit Committee, the Nomination and Remuneration Committee, the Strategy Committee and the Sustainability Committee are appointed by the Board of Directors. Each of these committees organises itself and draws up its own regulations, which must be ap-proved by the Board of Directors.

The committees are advisory bodies; decision-making power is reserved for the Board of Directors as a whole.

3.4.3 Work methods of the Board of Directors and its committeesThe Board of Directors and its committees meet as often as business requires, but at least

six times a year (Board of Directors) and twice a year (committees). Meetings take place at the invitation of the relevant chairperson. Invitations are accompanied by an agenda and meeting documents. In addition, each member is entitled to request that a meeting be convened and can request that items are added to the agenda. Each meeting is chaired by the chair. Meetings are quorate if the majority of members are in attendance. The Board of Directors and its commit-tees pass resolutions and elect members by simple majority of votes cast by attending members. If votes are tied, the person chairing the meeting has the casting vote (in addition to his normal vote). Minutes are taken of all meetings. Members of the Executive Committee regularly partici-pate without voting rights in some meetings of the Board of Directors and its committees, as does the auditor in meetings of the Audit Committee (Section 2.3 and 2.4 Implenia’s OR).

During the year under review, the Board of Directors held eleven meetings convened by its Chairman, with three of these meetings taking the form of a telephone conference. The aver-age length of its meetings was seven hours. The length of telephone conferences averaged one hour. Before the CEO function was passed on to Anton Affentranger, the Executive Committee was represented at all but one of the meetings by Hanspeter Fässler. Following the handover, the new CEO attended at least part of the two remaining meetings of the Board of Directors. The CFO attended at least part of all the meetings that took place during the year under review.

The Audit Committee met three times during the year under review. The average dura-tion of these meetings was six hours. The new and the former CEO, the CFO and the Head of Finance and Controlling (F&C) took part in all meetings of the Audit Committee. The auditor at-tended at least part of every committee meeting during the year under review.

The Nomination and Remuneration Committee held three meetings. The average duration of these meetings was two hours. The former and the new CEO attended at least part of the committee meetings. In addition, the CFO and the Head of Human Resources attended some of the meetings.

The Strategy Committee met four times during the year under review. The average dura-tion of these meetings was two hours. The former CEO attended part of one of the committee meetings. There were no further meetings after the change in CEO.

The Sustainability Committee met once for two hours. As well as the members of the com-mittee, the former CEO and the Managing Director of Reuss Engineering AG took part in this meeting.


3.5 Definition of areas of responsibilityIn accordance with Implenia’s OR, the Board of Directors has delegated the management

of Implenia Ltd. and its subsidiaries to the CEO, with the exception of the responsibilities that are reserved for the Board itself by the law, the articles of association and Implenia’s OR.

The CEO is responsible for operational management to the extent that it is not assigned to other bodies by the law, articles of association or Implenia’s OR. He is responsible for man-aging the Group’s business and for representing the Group, and especially for its operational management and for implementing strategy. He is empowered to arrange and / or carry out the duties and powers of authority assigned to him by Implenia’s OR, unless these are reserved for the Board of Directors. The CEO delegates management of the business in accordance with Implenia’s OR to the Members of the Executive Committee (Section 4.2a Implenia’s OR). The CEO informs the Chairman of the Board of Directors and the Board of Directors when required and on request about the general business performance, about specific transactions and about decisions he has taken. Unusual events must be brought to the attention of the Chairman of the Board of Directors and if necessary to the Members of the Board of Directors without delay, either in writing or verbally (Section 4.2b Implenia’s OR).

The Members of the Executive Committee have full operational responsibility for managing their allocated business areas. They are responsible for the results achieved by their allocated areas and they report to the CEO (Section 4.3 Implenia’s OR).

As well as the powers of authority reserved under Art. 716a of the Swiss Code of Obliga-tions, the Board of Directors also decides on the following major areas of business as shown on the function diagram: production / engineering procurement construction (incl. GC / TC business) in Switzerland worth more than CHF 150 million (Implenia’s share) and abroad worth more than CHF 75 million; consultancy, engineering and management contracts in Switzerland worth more than CHF 15 million (Implenia’s share) and abroad worth more than CHF 15 million; selecting partners for collaboration on projects of all types (joint ventures and other forms) in Switzerland worth more than CHF 200 million and abroad worth more than CHF 100 million; promotional and development projects (standard promotions) with a maximum budget (real case) of more than CHF 15 million; non-budgeted purchases and sales of land, buildings and sites (commercial property) worth more than CHF 15 million; unbudgeted property, plant and equipment worth more than CHF 15 million; acquisition and sale of investments (enterprise value) worth more than CHF 10 million; entering into or exiting long-term joint ventures or strategic partnerships (relationships extending beyond one project); procurement of debt capital of more than CHF 50 million; granting loans to third parties of more than CHF 2 million; long-term financial invest-ments (more than three months) of more than CHF 15 million; issuing group sureties, guaran-ties, bid, performance and payment bonds, etc. other securities and assumptions of contingent liabilities outside normal business activity worth more than CHF 2 million; and initiating legal proceedings or making settlements involving sums of more than CHF 15 million.

142–143

3.6 Information and control instruments vis-à-vis the executive CommitteeTo monitor how the CEO and members of the Executive Committee perform the tasks en-

trusted to them, the Board of Directors has the following information and control tools at its disposal:

annual semi-annually Quarterly Monthly

MIS (Management Information System) •Financial statements(balance sheet, income statement, oper-ating accounts, cash flow statement, by division and consolidated) •Budget(by division and consolidated) •Rolling three-year plan(by division and consolidated) •

Risk management report •

The MIS (Management Information System) provides monthly reporting on how business is going. The MIS report contains information about turnover, margins, costs and the operating result, plus information about orders on hand, capital spending, invested capital, liquidity and headcount. The relevant documents are submitted to the Executive Committee and the Board of Directors together with a quarterly updated commentary and an estimate for the year as a whole.

The accounts are reported every quarter with the IFRS financial report and the internal reporting, which details the business performance to date and gives an estimate of year-end figures.

As part of the budget planning for the following year, the key figures used in the MIS are estimated on the basis of expected economic developments, and defined along with the busi-ness goals for each division. These are then used to prepare the budgeted balance sheet, in-come statement, cash flow statement and liquidity position.

The annual planning for the coming three calendar years (rolling three-year plan) is done in the same way as the budget.

Operational and financial risks for each division are assessed by the relevant opera-tional manager every six months and consolidated by the F&C Department. The recorded risks are divided for the most part into “key projects”, “other projects”, “financial risks” and “management risks”, and evaluated qualitatively (scale and likelihood) and quantitatively (worst / real / best case). The measures taken by the operational managers are then monitored by the F&C Department. The Head of F&C presents a commentary on and explanation of the risk management report directly to the Audit Committee.

Corporate GovernanCe Group ManaGeMent

The internal control system is examined by the external auditor, which reports its findings to the Board of Directors in accordance with the law (Art. 728a Para. 1 clause 3 and 728b Para. 1 SCO). The reporting tools mentioned above are prepared by the F&C Department and pre-sented simultaneously in consolidated form to the Board of Directors and Executive Committee. The reporting is presented and explained by the CFO and Head of F&C at the Executive Com-mittee and Audit Committee meetings. The Executive Committee presents the Board of Direc-tors with a detailed analysis at each meeting of the Board.

The CEO, the CFO and the Head of F&C take part in all meetings of the Audit Committee. They provide detailed information about the business performance, make any necessary com-ments about this and answer questions from the members of the Audit Committee.

The Board of Directors has hired a well-known audit company to perform the internal audit function. The main focuses of the internal audit are set by the Audit Committee on the basis of the long-term audit plan. During the year under review the focus was on monitoring compli-ance, invoicing, following the functions diagram and procurement. The project plan for internal audit activities is prepared by the external auditor and implemented in consultation with the CFO. Internal audit reports are produced and submitted to the Audit Committee together with the necessary comments and recommendations. The internal auditor reports directly to each meeting of the Audit Committee. The internal auditor’s reports are given to the external audi-tors without qualification. There is regular communication between the internal and external auditors.

4. executive CommitteeDuring the year under review Hanspeter Fässler served as CEO until his resignation on

30 September 2011. On 1 October 2011 the Board of Directors appointed Anton Affentranger, until that point Chairman of the Board of Directors, as the new CEO. Anton Affentranger simultaneously stepped down from the Board of Directors and gave up operational manage-ment of his private companies. As CEO, he is responsible for the management of Implenia Ltd. and its subsidiaries. He heads the Executive Committee, which is divided into different divisional responsibilities, each with its own head.

Peter Preindl has been a Member of the Executive Committee since 1 October 2011. On 1 January 2012, he took over as the Head of the Industrial Construction Division from Luzi R. Gruber, who remains available to Implenia in an advisory capacity. Peter E. Bodmer stepped down from the Executive Committee on 30 June 2011. He also continues to support Implenia in an advisory capacity.

4.1 Members of the executive Committee(see following pages)

144–145

Arturo Henniger, Anton Affentranger, Beat Fellmann, René Zahnd and Peter Preindl (from left) on the 16th floor of the Main Tower in Oerlikon that Implenia General Contracting Ltd is implementing.

Corporate GovernanCe Group ManaGeMent

anton affentranger(born 1956, Swiss)

Anton Affentranger has been CEO of Implenia since

October 2011. From March 2006 to September 2011 he

was Chairman of the Board of Directors. Between 6 April

2009 and 31 August 2010 he was the Executive Member

of the Board (as Chairman and CEO). He is also the found-

er and chairman of Affentranger Associates AG and vari-

ous start-up companies. He worked for UBS in New York,

Hong Kong and Geneva, and was a member of the bank’s

Executive Board at its head office in Zurich. He was also

partner and CEO of the private bank Lombard Odier & Cie

and CFO of Roche Holding AG. In 1999 he joined the Board

of Directors of Zschokke Holding AG, becoming Chairman

in 2003. Anton Affentranger graduated from the University

of Geneva with an economics degree. On 1 October 2011

he was appointed by the Board as the new CEO of Imple-

nia. On the same date he stepped down from the Board

of Directors and from the operational management of his

private companies.

Beat Fellmann (born 1964, Swiss)

Beat Fellmann has been Implenia’s CFO and Head of Cor-

porate Centre since October 2008. He graduated with

a degree in economics from the University of St. Gallen,

and he is also a qualified auditor. He began his career as

an internal auditor with the international industrial group

Bühler, where he became assistant to the CEO and Chair-

man before becoming a specialist in financing projects. In

1998 he joined Holcim Group, where he was Head of Fi-

nancial Holdings. In this role he reported to the CFO and

was responsible for all financial and holding companies

worldwide. In January 2005 Beat Fellmann became dep-

uty group CFO at Holcim and was also made responsible

for group tax, as well as for the management company’s

IT, finance and controlling.

Luzi r. Gruber (born 1951, Swiss)

Until 31 December 2011, Luzi R. Gruber was in charge

of the Industrial Construction Division, which within

Implenia Construction Ltd. includes the Underground Con-

struction and Total Contracting businesses. He graduated

in civil engineering from the Federal Institute of Technol-

ogy (FIT) in Zurich and was teaching and scientific assist-

ant to Prof. Christian Menn at the FIT from 1976 to 1979.

From 1979 to 1993 he was site manager, project manager

and operational manager at LGV Impresa Costruzioni SA;

from 1993 to 1996, head of production for the Eastern re-

gion of Conrad Zschokke SA; from 1996 to 1997, head of

Division IV of the Stuag SA Group; and from 1997, he was

in charge of the tunnels & bridges section and a member

of management at Batigroup. In this capacity, he headed

the Major Projects and Infrastructure East divisions. He is

the chairman of the steering committee of Swissconditions

(SIA 118 standards) within the Swiss Association for Stan-

dardisation (SNV), a member of the managing committee

of the INFRA trade association, and of the SIA (specialists

in underground construction), as well as a member of the

Normenbeirat Bau (NBB). Luzi R. Gruber has made himself

available to Implenia from 2012 in a consultative capacity

for strategic issues and selected projects.

146–147

arturo Henniger (born 1956, Swiss)

Arturo Henniger is in charge of the Infrastructure Division,

which within Implenia Construction Ltd. includes buildings,

roads and civil engineering works, engineering construc-

tion works and special works. After graduating as an en-

gineer from the Federal Institute of Technology in Zurich,

he worked from 1982 to 1988 as a director of works for

different companies in South Africa and Italy. From 1988

to 1997 he worked for Locher & Co AG as site manager for

various major tunnelling projects. He joined the Zschokke

Group in 1998. As Head of Industrial Projects Arturo Hen-

niger headed Zschokke Locher SA until its merger in 2005

with Zschokke Construction SA, at which point he took

over the management of that company.

peter preindl (born 1956, Austrian)

Peter Preindl has been part of Implenia’s Executive Com-

mittee since 1 October 2011 and has headed the Industrial

Construction Division since 1 January 2012. After studying

environmental and water management at the University of

Vienna, Peter Preindl, who comes from Innsbruck, gradu-

ated in engineering in 1979 before taking his doctorate in

Vienna in soil mechanics and foundation engineering. After

working as a construction manager on tunnelling, water

and foundation engineering projects, he took on manage-

ment positions for various civil and foundation engineering

companies before joining ALPINE Bau GmbH in Vienna as

branch manager. He gradually took on more and more re-

sponsibility at the company, and in 2006 was appointed to

the executive board. In 2009 Peter Preindl was appointed

CEO of ALPINE Bau, leading its operational management

in this capacity until spring 2011.

rené Zahnd (born 1966, Swiss)

René Zahnd has headed the Real Estate Division since

1 March 2010. In this capacity, he manages Implenia Gen-

eralunternehmung AG, Implenia Development AG, Imple-

nia Immobilien AG, Reuss Engineering AG and Tetrag Au-

tomation AG. He studied law and is qualified to practice

as an attorney. He worked in a law practice and at Berner

Kantonalbank, specialising in construction, planning and

real estate law. His in-depth experience in the construction

and real estate industry began when he became head of

legal services at Losinger Construction AG. In 2004 he took

over operational responsibility for project development in

Losinger’s central region. In 2007 he moved to Bern-based

general contractor Marazzi, where he was responsible for

project development in German-speaking Switzerland.

From May 2009, René Zahnd was in charge of Implenia’s

project development in German-speaking Switzerland, and

in this role was a Member of Implenia Real Estate’s Execu-

tive Committee.


4.2 other activities and vested interestsThis information is given above in the individual profiles of each Member of Executive Com-

mittee.

4.3 Management contractsThere are no management contracts with third parties.

5. Compensation, shareholdings and loans5.1 Content and method of determining the compensation and the shareholding programmes

The compensation of serving Members of the Board of Directors and Members of the Ex-ecutive Committee is determined every two years (Members of the Board of Directors) or every year (Members of the Executive Committee) by the Board of Directors in response to proposals from the Nomination and Remuneration Committee and after considering the market situation.

The compensation paid to the Board of Directors was reviewed during the previous re-porting year and adjusted on the basis of benchmark analyses against other Swiss companies working in the construction and associated industries, such as Forbo Holding AG, Geberit AG and Sika AG. Compensation was decided for the subsequent two years, i.e. up until the Annual General Meeting of Shareholders in 2012. The size, basis, and components of the compen -sation are based on the Regulation on Compensating Members of the Board of Directors of Implenia Ltd.

Also during the previous reporting year, in preparation for a new management system be-ing introduced during the course of 2011 and 2012 for all office-based staff, the compensation paid to Members of the Executive Committee was analysed by the consultancy firm Hay Group. It evaluated the functions performed by Members of the Executive Committee using the Hay Group Guide Chart-Profile Method. Hay Group put together a reference market of functions with similar value, determined median and quartile values for the individual components of remuneration within this reference market, and then compared these values with the compen-sation paid to Members of the Executive Committee (+/–20% range). The reference market in-cluded comparable functions from Switzerland’s top executive market. It focused on companies from the industrial and semi-industrial sectors including Caterpillar SARL, Hilti (Schweiz) AG, Holcim Group Support Ltd., Honeywell AG, Karl Steiner AG, Schindler, Siemens Switzerland Ltd. Building Technologies Group, Sika AG and Treuhand Liegenschafts Immobiliengesellschaft. The consultancy firm has no further mandates with Implenia.

As in the previous year, the Board of Directors has decided to propose to the Annual Gen-eral Meeting of Shareholders (4 April 2012) that it approve the Board’s and Executive Commit-tee’s compensation with a consultative vote.

148–149

Board of DirectorsServing Members of the Board of Directors receive fixed compensation. The Members of

the Board of Directors receive annual compensation for the services they perform. This covers the period between two Annual General Meetings of Shareholders. Based on the market analy-sis mentioned above, the amount of compensation for each function (Chairman, Vice Chairman, Member) and for committee work is set out in the above-mentioned regulation. In addition, Members of the Board of Directors receive a payment for each meeting they attend, this is also governed by the regulation. Two thirds of the compensation paid to Members of the Board of Directors is paid in cash and a third in the form of shares, except in the case of one Member of the Board who is paid exclusively in cash. The shares are blocked for a period of three years.

executive CommitteeThe remuneration of Members of the Executive Committee is paid in two parts, one in

cash, and the other in shares. The shares are paid out at the beginning of the next year and are blocked for three years. The amount paid in cash includes a fixed component (paid every month) and a variable component (around 20% of overall remuneration). The part paid in shares is fixed (around 25% of overall remuneration). The variable component of the cash re-muneration depends on the attainment of financial targets set by the Board of Directors. These targets are determined on the basis of the annual budget and are made up as follows:

a) 50% determined by achieving the budgeted EBITDAb) 50% determined by achieving the budgeted invested capital.

The Nomination and Remuneration Committee determines whether the targets have been achieved once the annual results are available. The variable part of cash remuneration is paid if the targets are reached. Exceeding one or both of the targets leads to a proportional increase in the variable amount (up to a maximum of 200% of this component); conversely, failure to reach the target leads to a proportional reduction (down to zero) of this variable component.

In December, the Board of Directors, in response to a proposal by the Nomination and Re-muneration Committee, determines the fixed portion of the remuneration paid to the Executive Committee for the following year. The Nomination and Remuneration Committee drafts a pro-posal on the amount to be paid to each Member of the Executive Committee, which is analysed and ratified by the Board of Directors. As well as the market situation, as mentioned above, function, performance, experience and effort are taken into account. Discretion is used in the weighting of these criteria.

The modalities applying to the CEO’s compensation are based on the same principles as used for the other Members of the Executive Committee.

The compensation paid to the former CEO Hanspeter Fässler was based on the same prin-ciples too, but also included a variable element in the form of shares. Also, the fixed share ele-ment was paid to him every quarter rather than once a year. The variable part was determined according to the criteria outlined above. There is a three-year blocking period for both the fixed and variable share component. On leaving the Implenia Group, the former CEO received a severance payment in the form of a limited continuation of salary. This continuation of salary is much smaller than originally agreed in the employment contract.

Employees of Implenia companies and Implenia pension foundation based in Switzerland can participate in a share option plan. Under this share option programme employees, includ-ing Members of the Executive Committee10, had an opportunity each spring and autumn to buy Implenia Ltd. registered shares on preferential terms (currently at a discount of 30% to the average stock market price for the month in question). In each calendar year, Members of the Executive Committee could buy shares worth up to their gross monthly salary. Purchased shares are blocked for a period of three years. The share option programme was approved by the Board of Directors; Members of the Board are not entitled to participate. The programme and its conditions are periodically reviewed by the Executive Committee and may be altered at any time. Changes affecting Members of the Executive Committee have to be approved by the Board of Directors.

Additional information on compensation pursuant to Art. 663b SCO can be found in the notes to the financial statements on pages 252 – 257 of the financial report.

6. shareholders’ participation6.1 voting rights and representation restrictions

6.1.1 Voting rights may be refused (i) to shareholders who, when requested to do so by the company, do not expressly declare that they acquired and hold the shares in their own name and for their own account or, if acting as nominees, they do not declare in writing that they are prepared to reveal the names, addresses and number of shares held of the persons for whom they hold the shares, or if they do not immediately disclose this information on first request (Art. 7 Para. 4a of Implenia Ltd.’s articles of association), (ii) if the recognition of a purchaser as a shareholder may prevent the company from providing the proof required by law concerning the composition of its body of shareholders (Art. 7 Para. 4b of Implenia Ltd.’s articles of association). As mentioned above, the Board of Directors may also reach agreements with nominees about their disclosure obligations (see section 2.6 above and www.implenia.com in the section “Inves-tor Relations” – “Regulations”).


10 The relevant regulation was changed recently. Members of the Executive Committee are no longer entitled to benefit from the share option plan.

150–151

6.1.2 No exceptions were granted during the year under review.

6.1.3 The above restrictions on voting rights prescribed by the articles of association can be removed by changing the articles of association, which requires a resolution of the General Meeting of Shareholders approved by at least two thirds of the votes represented (Art. 16 of the articles of association of Implenia Ltd.).

6.1.4 In accordance with Art. 13 Paras. 3-5 of the articles of association, a shareholder may be represented at the General Meeting of Shareholders by another shareholder with voting rights, using the power of attorney attached to the admission card, or by its legal representatives. Com-pany representatives and depository proxies as well as independent proxies designated by the company do not have to be shareholders of the company. Minors and persons in guardianship may be represented by their legal representative, married persons by their spouse and legal enti-ties by an authorised signatory or by another authorised representative; this applies even if such representatives are not shareholders of the company. The chairperson of the General Meeting of Shareholders shall decide on the admissibility of a representative.

6.2 statutory quorumsThe General Meeting of Shareholders makes its resolutions by the majorities stipulated by

law. The articles of association do not stipulate any different majorities, except for the one need-ed for the removal or simplification of the restriction on the transferability of shares, which re-quires a resolution of the General Meeting of Shareholders approved by at least two thirds of the votes represented (Art. 16 of the articles of association of Implenia Ltd.). Resolutions about merg-ers, demergers and transformations are governed by the provisions of the Swiss Mergers Act.

6.3 Convocation of the General Meeting of shareholdersThe General Meeting of Shareholders is convened by notice published in the Swiss Official

Gazette of Commerce. Holders of registered shares may also be informed in writing (Art. 11 of the articles of association of Implenia Ltd.). The Board of Directors decides on the location of the General Meeting of Shareholders.

6.4 Inclusion of item on the agendaShareholders who together represent shares with a par value of at least CHF 1,000,000 may

request that an item appear on the agenda. Such requests must be received in writing by the com-pany at least 45 days before the General Meeting of Shareholders.

6.5 Inscriptions into the share registerShareholders who are entered with voting rights in the Share Register at 12 noon on

8 March 2012 shall be sent an invitation to the General Meeting of Shareholders. Shareholders who are entered in the Share Register after this but before 23 March 2012, shall be sent the in-vitation when they are entered in the Share Register. No entries with voting rights will be made in the Share Register from 23 March 2012 up to and including 4 April 2012. The cut-off date for acquiring the right to vote at the General Meeting of Shareholders is 22 March 2012, 5 p.m.

7. Changes of control and defence measures7.1 Duty to make an offer

Implenia Ltd.’s articles of association contain no “opting out” or “opting up” clauses.

7.2 Clauses on changes of control No agreements relating to change of control have been made with the Members of the

Board of Directors, the Members of the Executive Committee or other executives.

8. auditing body8.1 Duration of the mandate and term of office of the lead auditor

Since 2006 the auditor has been PricewaterhouseCoopers AG (Zurich). The duration of the auditing mandate given to PricewaterhouseCoopers AG is one year. This began on 19 April 2011.

The lead auditor, Willy Wenger, has been responsible for the audit mandate since 2 March 2006. The lead auditor’s mandate must not be for a term of more than seven years.

8.2 auditing feesDuring the year under review, total fees invoiced by the auditing company came to

CHF 1,174,788.

8.3 additional feesTotal additional fees for the current financial year come to CHF 309,866. These fees were

paid for consultancy services rendered in relation to due diligence work (CHF 171,716) and tax consulting (CHF 138,150).

8.4 Informational instruments pertaining to an external auditThe main task of the Audit Committee is regularly and effectively to monitor the auditor’s

reporting to ensure its quality, integrity and transparency.Representatives of the auditors attended parts of all three meetings of the Audit Com-

mittee during the financial year. The auditing schedule, including fees, is presented to and dis-cussed with the members of the Audit Committee. The auditor presents any important observa-tions in writing to the Audit Committee together with appropriate recommendations.


152–153

9. Information policyImplenia follows an open and transparent information policy. The most important informa-

tion is communicated regularly as follows:– Annual results: February / March (publication of the annual report, press conference and analysts’ event)– Half-year results: August / September (publication of the half-year report, press conference and analysts’ event)– General Meeting of Shareholders: March / April

For further information we refer interested parties to our press releases and our letters to shareholders, to the Swiss Official Gazette of Commerce, as well as to our website (www.implenia.com), where important information for investors is available under the links “Investor Relations” and “Media”. Investors can also register to receive important information by e-mail by following the “Media”-“News Service” link.

General information is available from the following contact address:

Philipp BircherImplenia Management Ltd.Industriestrasse 24CH-8305 DietlikonTelephone + 41 (0)44 805 45 23Fax + 41 (0)44 805 45 20E-mail [email protected]

154–155

Consolidated financial statements of the Implenia Group – Consolidated income statements 156– Consolidated statements of

comprehensive income 157– Consolidated balance sheets 158 – Consolidated statements of changes in equity 160 – Consolidat-

ed cash flow statements 162 – Notes to the consolidated financial statements of Implenia 164 – Report of the statutory auditor

on the consolidated financial statements 246 – Statutory financial statements of Implenia AG – Income statements 248 – Balance

sheets 249 Notes to the statutory financial statements 250 – Report of the statutory auditor on the financial statements 260

Financial Report

Consolidated income statements

1.1. – 31.12. 2011

1.1. – 31.12. 2010

Notes CHF 1,000 CHF 1,000

Consolidated revenue 5 2,522,646 2,388,418

Materials and sub-contractors 6 (1,565,867) (1,480,942)

Personnel expenses 7 (671,181) (655,035)

Other operating expenses 9 (150,182) (147,030)

Depreciation and amortisation (46,813) (34,894)

Income from associates 5,073 7,141

Operating income 5 93,676 77,658

Financial expenses 10 (15,827) (13,791)

Financial income 10 3,805 4,174

Profit before tax 81,654 68,041

Tax 11 (20,303) (15,583)

Consolidated profit 61,351 52,458

Attributable to:

Shareholders of Implenia AG 60,264 51,470

Non-controlling interests 1,087 988

Consolidated earnings per share (CHF)

Basic earnings per share 30 3.31 2.88

Diluted earnings per share 30 3.31 2.88

The accompanying notes form part of the consolidated financial statements.

CONSOLIDATED FINANCIAL STATEMENTS OF THE IMPLENIA GROUP

156–157

Consolidated statements of comprehensive income

1.1. – 31.12. 2011

1.1. – 31.12. 2010



Foreign exchange differences attributable to:

Shareholders of Implenia AG (401) (11,464)

Non-controlling interests 260 –

Fair value adjustments on financial instruments 23 144 3,262

Income tax on fair value adjustments on financial instruments (31) (518)

Other comprehensive income (28) (8,720)

Total comprehensive income 61,323 43,738

Attributable to:

Shareholders of Implenia AG 59,976 42,750

Non-controlling interests 1,347 988


Consolidated balance sheets

ASSETS 31.12.2011 31.12.2010Notes CHF 1,000 CHF 1,000

Cash and cash equivalents 12 402,532 349,274

Marketable securities 13 516 346

Trade receivables 14 472,789 395,234

Work in progress 15 220,098 228,891

Joint ventures 16 33,552 23,770

Other receivables 17 45,285 39,989

Raw materials 18 23,398 21,843

Real estate transactions 19 247,047 217,983

Prepaid expenses and accrued income 24,421 24,157

Total current assets 1,469,638 1,301,487

Property, plant and equipment 20 225,365 221,053

Investment property 21 18,860 7,732

Investments in associates 22 47,169 42,675

Other financial assets 23 9,764 16,712

Pension assets 27 25,519 12,411

Intangible assets 24 90,674 73,323

Deferred tax assets 28 714 1,610

Total non-current assets 418,065 375,516

Total assets 1,887,703 1,677,003


158–159

EQUITY AND LIABILITIES 31.12.2011 31.12.2010Notes CHF 1,000 CHF 1,000

Financial liabilities 25 3,795 1,605

Trade payables 272,537 217,347

Work in progress 15 555,083 499,204

Joint ventures 16 49,341 44,218

Other liabilities 55,782 44,577

Tax liabilities 30,018 18,495

Prepaid income and accrued expenses 75,151 70,867

Provisions 26 5,892 8,873

Total current liabilities 1,047,599 905,186

Financial liabilities 25 205,278 198,155

Other liabilities 7,295 –

Deferred tax liabilities 28 57,742 47,950

Provisions 26 26,261 30,228

Total non-current liabilities 296,576 276,333

Share capital 29 35,097 51,722

Treasury shares 29 (4,460) (6,292)

Reserves 441,974 392,094

Consolidated profit attributable to shareholders 60,264 51,470

Equity attributable to shareholders 532,875 488,994

Non-controlling interests 10,653 6,490

Total equity 543,528 495,484

Total equity and liabilities 1,887,703 1,677,003


Consolidated statements of changes in equity

Reserves

Share capital Treasury shares Capital reserves Revaluation

reserve

Foreign exchange

differencesRetained earnings

Total shareholders’

equityNon-controlling

interests Total equity

Notes CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000

Equity as at 1.1.2011 51,722 (6,292) 132,813 5,650 (15,766) 320,867 488,994 6,490 495,484

Total comprehensive income – – – 113 (401) 60,264 59,976 1,347 61,323

Dividends – – – – – – – (383) (383)

Par value repayment 31 (16,625) 232 – – – – (16,393) – (16,393)

Change in treasury shares – 1,600 (1,302) – – (1,788) (1,490) – (1,490)

Share-based payments – – – – – 1,788 1,788 – 1,788

Change in non-controlling interests – – – – – – – 482 482

Change in scope of consolidation – – – – – – – 2,717 2,717

Total other changes in equity (16,625) 1,832 (1,302) – – – (16,095) 2,816 (13,279)

Total equity as at 31.12.2011 35,097 (4,460) 131,511 5,763 (16,167) 381,131 532,875 10,653 543,528

Equity as at 1.1.2010 64,652 (38,890) 127,120 2,906 (4,302) 268,951 420,437 5,903 426,340

Total comprehensive income – – – 2,744 (11,464) 51,470 42,750 988 43,738

Dividends – – – – – – – (396) (396)


Change in treasury shares1 – 32,202 5,693 – – (3,433) 34,462 – 34,462


Change in non-controlling interests – – – – – – – (5) (5)

Change in scope of consolidation – – – – – 446 446 – 446

Total other changes in equity (12,930) 32,598 5,693 – – 446 25,807 (401) 25,406


1 In 2010, a large proportion of treasury shares was sold to various investors.



160–161

Reserves

Share capital Treasury shares Capital reserves Revaluation

reserve

Foreign exchange

differencesRetained earnings

Total shareholders’

equityNon-controlling

interests Total equity

Notes CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000

Equity as at 1.1.2011 51,722 (6,292) 132,813 5,650 (15,766) 320,867 488,994 6,490 495,484

Total comprehensive income – – – 113 (401) 60,264 59,976 1,347 61,323

Dividends – – – – – – – (383) (383)


Change in treasury shares – 1,600 (1,302) – – (1,788) (1,490) – (1,490)


Change in non-controlling interests – – – – – – – 482 482

Change in scope of consolidation – – – – – – – 2,717 2,717

Total other changes in equity (16,625) 1,832 (1,302) – – – (16,095) 2,816 (13,279)


Equity as at 1.1.2010 64,652 (38,890) 127,120 2,906 (4,302) 268,951 420,437 5,903 426,340

Total comprehensive income – – – 2,744 (11,464) 51,470 42,750 988 43,738

Dividends – – – – – – – (396) (396)


Change in treasury shares1 – 32,202 5,693 – – (3,433) 34,462 – 34,462


Change in non-controlling interests – – – – – – – (5) (5)

Change in scope of consolidation – – – – – 446 446 – 446

Total other changes in equity (12,930) 32,598 5,693 – – 446 25,807 (401) 25,406


1 In 2010, a large proportion of treasury shares was sold to various investors.


Consolidated cash flow statements

1.1. – 31.12. 2011

1.1. – 31.12. 2010



Tax 11 20,303 15,583

Financial result 10 12,022 9,617

Depreciation and amortisation 46,813 34,894

Profit on sale of non-current assets (1,796) (6,621)

Income and distribution from associates (1,222) (3,436)

Change in provisions (7,243) 6,469

Change in pension assets (13,108) (7,234)

Change in net working capital

Change in trade and other receivables (52,416) (8,821)

Change in work in progress (net), raw materials 52,926 37,484

Change in real estate transactions (47,029) 54,103

Change in trade payables and other liabilities 44,687 (17,791)

Change in accruals and joint ventures 886 (27,266)

Interest paid (7,797) (2,662)

Interest received 671 2,013

Tax paid (6,599) (274)

Cash flow from operating activities 102,449 138,516

Investments in property, plant and equipment (38,720) (39,496)

Disposals of property, plant and equipment 13,104 7,910

Investments in other financial investments and associates (7,553) (6,447)

Disposals of other financial investments and associates 11,242 6,605

Acquisition of intangible assets (1,042) (24)

Acquisition of subsidiaries 2.3 (12,169) (67,144)

Cash flow from investing activities (35,138) (98,596)


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1.1. – 31.12. 2011

1.1. – 31.12. 2010


Increase of financial liabilities 2,157 630,223

Repayment of financial liabilities (431) (473,316)

Change in treasury shares 298 37,894

Par value repayment 31 (16,393) (12,533)

Cash flow with non-controlling interests 99 (396)

Cash flow from financing activities (14,270) 181,872

Foreign exchange differences on cash and cash equivalents 217 (1,267)

Change in cash and cash equivalents 53,258 220,525

Cash and cash equivalents at beginning of the period 12 349,274 128,749

Cash and cash equivalents at end of the period 12 402,532 349,274


Notes to the consolidated financial statements of Implenia

1 General information

Implenia AG is a Swiss public limited company incorporated in Dietlikon, Zurich. The shares of Implenia AG are listed on the SIX Swiss Exchange (ISIN code CH002 386 8554, IMPN).

The German version of the financial statements is the original version. The English and French versions are non-binding translations.

Implenia’s business activities are described in Note 2.4.

The consolidated report as at 31 December 2011 was approved by the Board of Directors of Implenia AG on 5 March 2012, for submission to the General Meeting. In accordance with Art. 698 of the Swiss Code of Ob-ligations [SCO], the General Meeting must approve the consolidated financial statements. The consolidated financial statements are audited by the statutory auditor PricewaterhouseCoopers AG, Zurich.

Unless otherwise stated, the figures in the annual report are given in thousands of Swiss francs.

2 Summary of significant accounting policies

The consolidated financial statements of Implenia have been prepared in accordance with International Finan-cial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB). With the exception of balance sheet items measured at fair value, the consolidated financial statements are based on historical cost.

Management estimates and judgements for the purposes of financial reporting affect the values of reported assets and liabilities, contingent liabilities and assets on the balance sheet date, and expenses and income dur-ing the reporting period. Actual values may differ from these estimates.

2.1 Changes in accounting policies

With the exception of the following standards, revisions and interpretations of standards that were applied for the first time as of the financial year beginning 1 January 2011, the accounting principles applied in the 2011 consolidated annual financial statements are identical to those published and described in the 2010 annual report.


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– Annual Improvements 2010– IAS 24 Related Party Disclosures (Revised)– IAS 32 Financial Instruments: Presentation (Amendment about Classification of Rights Issues)– IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction– IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments

The International Accounting Standards Board (IASB) has published the following new standards. Application of these standards is not mandatory in the 2011 financial year. It has been decided not to apply the standards prematurely.– Annual Improvements 2011– IAS 1 Presentation of Financial Statements (Amendment)– IAS 19 Employee Benefits (Amendment)– IAS 27 Consolidated and Separate Financial Statements (Revised)– IAS 28 Investments in Associates (Revised)– IFRS 7 Financial Instruments: Disclosures (Amendment)– IFRS 9 Financial Instruments– IFRS 10 Consolidated Financial Statements– IFRS 11 Joint Arrangements– IFRS 12 Disclosure of Interests in Other Entities– IFRS 13 Fair Value Measurement

The amendment to IAS 19, which is effective from 1 January 2013, is relevant to Implenia. Actuarial gains and losses will now be recognised in other comprehensive income in the period in which they occur. The corridor method, which is applied today and described in Note 2.8, will no longer be permitted. Current service costs and net interest will be recognised in the income statement. Net interest is calculated based on the discounted net defined benefit liability (asset) and replaces the expected return on plan assets and the interest cost on the defined benefit obligation. On first-time adoption, the existing unrecognised actuarial gains and losses will be recognised as pension asset or obligation directly in equity and excluded from profit or loss. The Group is currently considering adoption impacts and options.

2.2 Principles of consolidation

The consolidated financial statements of Implenia include the financial statements of Swiss-domiciled Implenia AG and its subsidiaries as of 31 December 2011. Subsidiaries are companies directly or indirectly controlled by Implenia AG. Control is defined as the ability to control the financial and operating activities so as to obtain benefits from them. This is usually the case where Implenia directly or indirectly controls more than 50% of the company’s voting rights or potential voting rights that can be exercised at any given time. Companies acquired during the year under review are included in the consolidated accounts from the date on which the Group obtains control over their operating activities, and all companies sold during the year under review are included up to the date on which control passes to the buyer. Receivables, liabilities, transactions and unrealised gains between Group entities are completely eliminated from the consolidated accounts. Changes in ownership interests in subsidiaries that do not result in a change in control are recognised as a transaction in equity.

Business combinations in which the Group assumes control over another company are accounted for using the purchase method. The purchase price is calculated as the sum of the fair values of the assets transferred to the seller and the liabilities incurred or assumed at the time of the transaction. IFRS requires agreed adjustments in acquisition-related costs dependent on future events to be recognised in the purchase price and any interests already held in an acquired business to be remeasured at fair value and recognised in the income statement. Transaction costs are recognised as expenses in the period in which they are incurred. Identifiable assets, liabili-ties and contingent liabilities acquired are recognised in the balance sheet at their acquisition-date fair value, irrespective of the size of the minority interests. Acquisition costs exceeding the Group’s share of the fair value of the identifiable net assets are recognised as goodwill.

Investments in associates (defined as companies in which Implenia holds 20–50% of the voting rights or over which Implenia can otherwise exercise significant influence) are accounted for under the equity method.

2.3 Material changes in the scope of consolidation

The following acquisition was made in 2011.

Acquisition of Betonmast Anlegg AS, Oslo (Norway):With effect from 18 July 2011, Implenia acquired 80.79% of the outstanding shares of Betonmast Anlegg AS. Betonmast Anlegg AS and its subsidiaries are specialists in tunnel and infrastructure construction in Norway. In line with the Group’s strategy, this acquisition strengthens Implenia’s position in the international tunnel construction business and generates sustainable growth in abroad. Betonmast Anlegg AS has been fully con-solidated since the date of acquisition.

CHF 19.8 million of the purchase price of CHF 26.4 million was paid on the date of acquisition. Depending on the returns generated by contractually agreed projects, the original purchase price might be reduced. In addition, an earn-out clause has been defined on the basis of order intake for the years 2011, 2012 and 2013, which will result in future performance-related purchase price outflows. The additional payments could range from a minimum of CHF 0 to a maximum of CHF 8.4 million. The present value of the maximum commitment of CHF 6.6 million has been recognised in other non-current liabilities, with interest accruing until the earn-out payment date. Based on the business plan of the Betonmast Anlegg Group, no purchase price reduction is expected and the maximum earn-out payment is likely.

Based on the final purchase price allocation, the identifiable net assets amount to CHF 10.7 million (of which CHF 7.7 million are cash and cash equivalents). The goodwill from the transaction amounts to CHF 15.7 million, and reflects the non-capitalisable assets acquired such as market entry, customer relations in the public sector and the assembled workforce. Transaction costs amount to CHF 0.3 million.

The Betonmast Anlegg Group generated a net income for the year 2011 of CHF -0.5 million and consolidated revenue of CHF 121.4 million. For the period of 18 July to 31 December 2011, the net income of the Betonmast Anlegg Group stood at CHF -0.9 million and consolidated revenue at CHF 75.7 million. Both net income figures include CHF 2.7 million for the amortisation of acquired intangible assets.



166–167

The Betonmast Anlegg Group has been assigned to the Industrial Construction segment.

In 2010, the following acquisitions were made.

Acquisition of Russian Land Implenia Holding Ltd., Nicosia (CY): After the joint venture in Russia was dissolved, Implenia acquired the shares of the partner (50% of Russian Land Implenia Holding Ltd., Nicosia (CY)) on 13 April 2010 for a purchase price of TCHF 0. No material transac-tion costs arose. As Implenia held 100% of the shares of Russian Land Implenia Holding Ltd., Nicosia (CY), and Russian Land Implenia Ltd., Moscow (RU), both companies were fully consolidated.

Russian Land Implenia Holding Ltd., Nicosia (CY) has been assigned to the Industrial Construction segment.

Acquisition of Sulzer Immobilien AG, Winterthur (CH):On 31 August 2010, Implenia announced the acquisition of Sulzer Immobilien AG, Winterthur (CH). On 27 October 2010, it was announced that the Swiss Competition Commission had approved the purchase. As a result, Implenia holds 100% of the share capital of Sulzer Immobilien AG, Winterthur (CH) including its real estate, land and development properties in the industrial and central areas of the city centre of Winterthur and in Oberwinterthur. This company was therefore fully consolidated on 27 October 2010.

The purchase price for the acquisition of all the shares amounts to CHF 83.2 million, and was paid on 27 Oc-tober and 10 November 2010. Based on the final purchase price allocation, the identifiable net asset values of Sulzer Immobilien AG, Winterthur (CH) stood at CHF 83.2 million (of which CHF 16 million were cash and cash equivalents). No goodwill arose as a result of the transaction. The transaction costs came to CHF 1.8 million (which were recognised under “Other operating expenses”).

In the financial year from 1 January to 31 December 2010, Sulzer Immobilien AG generated net income of CHF 22.9 million and consolidated revenue of CHF 15.8 million. Sulzer Immobilien AG was fully consolidated on 27 October 2010. For the period from 27 October to 31 December 2010, Sulzer Immobilien AG generated net income of CHF 1.3 million and consolidated revenue of CHF 2.3 million.

Sulzer Immobilien AG, Winterthur (CH) has been assigned to the Real Estate (Project Development) segment.

Through the purchase of Sulzer Immobilien AG, Winterthur, Implenia also acquired a portfolio of real estate in the amount of CHF 65 million for which sales contracts already exist. These will be completed by the acquiree, Sulzer Immobilien AG, but will have no effect on the liquidity or income statement of Implenia. The purchase price of CHF 65 million for the real estate is due on completion (when the Swiss land registry office issues notification that the real estate purchase contracts have been entered in the land register). At the same time, Implenia will be compensated in the amount of the purchase price by the third-party purchaser of the real estate. After receipt of the money, payment will be made to the Sulzer Group. The value of these properties has therefore been offset against the outstanding liabilities. At the end of 2011, all of the sales contracts existing at the acquisition date had been completed.

The following statement of identifiable net assets acquired reflects the acquisition of the Norwegian Betonmast Anlegg Group for 2011, and the acquisitions of Russian Land Implenia Holding Ltd., Nicosia (CY) and Sulzer Im-mobilien AG, Winterthur (CH) for 2010.

2011 2010CHF 1,000 CHF 1,000

Cash and cash equivalents 7,678 16,050

Trade receivables 31,006 –

Real estate transactions – 110,178

Other current assets 1,590 4,126

Property, plant and equipment 11,308 –

Intangible assets 5,270 –

Other non-current assets 121 1,856

Trade payables (10,148) (1,440)

Work in progress, liabilities (11,738) –

Current and non-current provisions (332) (22,219)

Other current liabilities (11,599) (9,947)

Other non-current liabilities (9,731) (15,120)

Fair value identifiable net assets 13,425 83,484

Non-controlling interests (2,717) –

Fair value net assets acquired – Implenia share 10,708 83,484

Goodwill 15,748 –

Purchase price consideration 26,456 83,484

Fair value of existing shareholding – (290)

Deferred payment (6,609) –

Purchase price paid 19,847 83,194

Cash and cash equivalents acquired (7,678) (16,050)

Net cash outflow 12,169 67,144



168–169

2.4 Segment reporting

The Group’s segments are defined on the basis of the organisational units for which the Group’s Board of Di-rectors receives reports. Significant Group companies and the segments to which they are assigned are listed in Note 37. The Group comprises the following segments:

2.4.1 Real EstateThe Real Estate segment comprises General Contracting / Services and Project Development. As a full service provider, the Real Estate segment covers all stages of the real estate lifecycle from development and realisation, right through to operational optimisation and promotion.

2.4.1.1 General Contracting / Services This segment includes activities such as coordinating, engineering and planning real estate projects, carrying

out building work as a general and total contractor, and overseeing technical facility management.

2.4.1.2 Project Development This segment comprises activities such as designing and preparing real estate projects. It transforms visions and

ideas into long-term real estate projects and provides additional services in the area of property management.

2.4.2 Infrastructure ConstructionThis segment is active in all areas of traditional construction. These include road building and foundation projects, infrastructure facilities and civil engineering, concrete restoration, bridge and avalanche protection construction, foundation construction, building projects (new and renovations), and gravel processing and surfacing works.

2.4.3 Industrial Construction

2.4.3.1 Tunnelling This segment is primarily concerned with realising complex construction projects in Switzerland and abroad as

a builder and total contractor. Among the services provided are microtunnelling, underground engineering, the construction of power plants in the mountains and along rivers, and railway technology.

2.4.3.2 Prime Buildings This segment is responsible for consultative and project construction management on sophisticated real estate

projects abroad.

2.4.4 Miscellaneous / HoldingThis area contains any costs of Implenia that cannot be allocated to a segment. These include Group companies with no activities, holding company overheads, deferred taxes recognised at Group level and pension assets or obligations.

The segments each have their own management structures and internal reporting systems and are therefore classed and reported as separate operating segments. Certain headquarter functions are disclosed under Miscellaneous / Holding. These include procurement, financing & controlling, human resources, IT, investment management, marketing / communication, legal services and insurance.

2.4.5 Notes on the segment reportingTransfer pricing between the operating segments is based on the arm’s-length principle. The reported operat-ing assets and liabilities of the reporting segments comprise property, plant and equipment, intangible assets, trade receivables and payables, inventories, and other assets and other liabilities such as provisions which can be allocated to the reporting segments. Assets and liabilities not allocated to the segments mainly comprise current and deferred tax assets and liabilities, as well as pension assets and liabilities.

The Board of Directors exercises the role of chief operating decision maker as defined in IFRS 8. The Board regularly receives internal reports in order to assess the performance of the Group and review the allocation of resources within the Group. The chief operating decision maker receives segment information in the same level of detail as that presented in the segment reporting.

2.5 Related parties

These comprise joint ventures, associates and other related parties. Please refer to the relevant sections for information on joint ventures and associates.

Other related parties mainly comprise officers and directors of Implenia (key management personnel), their related parties and the companies at which these persons exercise a senior management function. Significant influence exists in particular where a person exercises a senior management function at another company as a member of the Board of Directors or the Executive Committee and explicitly, i.e. as part of his contractual duties, represents the interests of Implenia or acts as a representative of Implenia.

Significant influence is otherwise assumed if one or more senior managers at Implenia can use their (senior) management position at the other company to exert a direct influence on the conditions applying to actual transactions with Implenia (e.g. contractual terms, prices, etc.). This is the case, for example, if Implenia or the senior management member also has a significant equity interest in the other company or if the other company conducts significant transactions with Implenia. Other types of arrangement may also lead to significant influ-ence being exercised. The officers and directors of Implenia comprise the members of the Board of Directors and the members of the Executive Committee of Implenia.



170–171

2.6 Foreign currencies

The consolidated financial statements of Implenia are denominated in Swiss francs (CHF). The functional cur-rencies of the Group companies abroad are the respective local currencies. In the subsidiaries, foreign currency transactions are measured at the exchange rate prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate prevailing on the balance sheet date. All foreign exchange differences are recognised in the income statements of the respective companies.

Income, expenses and cash flows of the consolidated companies are translated to CHF at the average rate for the reporting period. Balance sheet items are translated at the closing rate. Exchange differences relating to equity positions and non-current intra-group financing transactions in connection with net investments in foreign subsidiaries are recognised directly within the exchange differences in other comprehensive income. These cumulative amounts of currency gains and losses recognised in equity are reclassified to the income statement upon deconsolidation.

2.7 Revenue

Consolidated revenue includes all income from the different activities of Implenia. In General Contracting and Construction Works, customer contracts are recognised in accordance with the percentage-of-completion method. Revenue, including share of profits, is recognised on the basis of the proportion of the total service to be performed that is actually performed in the financial year. Future expected losses from contracts are taken into consideration when measuring the value of contracts and provided for immediately. Price overruns, ad-ditional services and share of profit are recognised in proportion to the stage of completion. For joint venture contracts, only the service actually performed by the company in the joint venture and its share of the profits of the joint venture are recognised as revenue. Revenue under “Services” is calculated on the basis of the propor-tion of the service actually provided to the customer up to the balance sheet date.

IFRIC 15 provides guidance for determining whether an agreement for the construction of real estate falls within the scope of IAS 11 Construction Contracts or of IAS 18 Revenue and, therefore, when revenues from construction work should be recognised. An agreement for the construction of real estate is deemed to be a construction contract falling within the scope of IAS 11 only if the buyer is able to specify the major elements prior to the start of construction work and / or amend the major elements after construction work has started (irrespective of whether the buyer exercises that ability). If the purchaser has this ability, IAS 11 must be applied, otherwise IAS 18 has to be applied.

For the Project Development segment, revenue includes income from the sale of real estate and total contract-ing work, as well as temporary rental income (in expectation of the sale of the property). Income from the sale is recognised when the risks and rewards are transferred, i.e. at the time title is transferred, which is normally upon entry in the official land register. Reductions in income, such as rebates or discounts directly related to the services charged, are deducted from revenue.

2.8 Pension plans

Pension arrangements are shown as defined contribution plans if the Group pays fixed contributions to a separate fund or external financial institution and has no legal or constructive obligations to make any fur-ther contributions. All other pension arrangements are treated as defined benefit plans, even if the Group’s potential obligations are small or the probability of occurrence is low. Consequently, most Group pension ar-rangements are classified as defined benefit plans, since the corresponding legal or constructive obligations apply in Switzerland.

Pension liabilities under defined benefit plans are calculated annually by independent actuaries using the projected unit credit method. They correspond to the present value of future expected payments arising from current and past periods of service. The plan assets are recognised at fair value. Unvested past service costs arising from changes in the pension plans, including any amounts in relation to employees in retirement, are recognised immediately in the income statement.

The effect of changes in actuarial assumptions and experience adjustments on the values of assets and liabilities from defined benefit plans are recognised in the income statement using the corridor method in accor -dance with IAS 19.

The amount recognised in the balance sheet as pension assets equals the deficit of the underfunded defined benefit plans adjusted for unrecognised actuarial gains and losses.

2.9 Share-based payments The payments under share-based compensation (the difference between the market value of the shares dis-tributed and the sales proceeds) are reported as personnel expenses. Costs in relation to shares that are not distributed until the following year are recognised fully in the year in which service is rendered, as they are not contingent on future performance. The arrangements are agreed each year by the Board of Directors. All the employees benefit from an employee profit-sharing plan as defined in the regulations. Under this plan, employees are able to acquire a set number of Implenia AG shares at a preferential rate, twice a year in ac-cordance with the regulations.



172–173

2.10 Tax Income taxes are recognised in the same period as the income and expenses to which they relate. Deferred taxes are recognised in accordance with the balance sheet liability method. The computation is therefore based on the temporary differences between the tax base and the carrying amount relevant for consolidation of an asset or a liability, unless the temporary difference relates to investments in Group companies where the timing of the reversal of the difference can be controlled and it is probable that this will not take place in the fore-seeable future. In addition, where no provision has been made for distributions of profits, withholding taxes and other taxes on potential later distributions are not recognised as profits are normally reinvested. Deferred tax assets and deferred tax liabilities of the Group, computed on the basis of the local tax rates expected to apply at the time of taxation, are recognised under non-current assets and non-current liabilities. Changes in deferred tax assets and deferred tax liabilities are recognised in the income statement or in the statement of comprehensive income, if they relate to items that are recognised in the statement of comprehensive income. Deferred tax assets are recognised for all unused tax loss carryforwards to the extent that it is probable that these can be offset against future taxable profits.

Several Swiss cantons levy a separate tax on the sale of land and real estate from business assets that is usually deductible from the ordinary cantonal taxes on profits. The taxable gains on the sale of property are calculated in accordance with the applicable cantonal laws. The applicable tax rate on the sale of property is dependent on the length of ownership and the size of the taxable gain on the sale of the property. The immovable property gains tax is calculated as at the date of sale.

2.11 Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and cash at banks, Swiss Post and other financial institutions. Positions are recognised as cash only if they are readily convertible to known amounts of cash, if they are not subject to a significant risk of change in value and if they have a maturity of no more than three months. This definition of cash and cash equivalents is also applied for the purpose of the consolidated cash flow statements.

2.12 Trade receivables Trade receivables are recognised at fair value, that is, at the amounts invoiced less allowances for estimated shortfalls in receipts, e.g. due to rebates, refunds and discounts. Allowances for doubtful receivables are computed on the basis of the difference between the recognised value of the receivable and its estimated collectible net amount. Any expected loss is charged to the income statement. If a receivable is uncollectible, it is written off.

2.13 Work in progress Customer contracts relating to construction sites are accounted for using the percentage-of-completion meth-od. The percentage of completion is ascertained on the basis of the work completed under the respective contracts. After offsetting prepayments by customers, the customer contracts are reported in the balance sheet as net assets or net liabilities from work in progress. If the outcome of a construction contract cannot be estimated reliably, revenue is recognised only to the ex-tent of the contract costs incurred that will probably be recoverable, while the contract costs incurred are also recognised as an expense in the same period. This is equivalent to measurement at cost of production. If it is probable that the total contract costs will exceed the total contract revenues, the expected loss is recognised immediately as an expense.

2.14 Joint ventures

Joint ventures are established to implement short-term projects with other construction companies. Work is as-sumed when a joint agreement has been concluded with the contractual partners. Joint ventures are organised as simple partnerships; the partnership agreements govern the relationships between the members.

Joint ventures are recognised using the equity method (in accordance with IAS 28 Investments in Associates) permitted under IAS 31 (Interests in Joint Ventures). Joint ventures are initially recognised at cost. Thereafter, the carrying amount increases or decreases in line with Implenia’s share of the profit or loss of the joint ven-ture. Liquidity contributions and disbursements increase or reduce the carrying amount of the interests in joint ventures. The resulting asset or liability is recognised in the balance sheet.

The receivables and payables of Implenia in respect of the joint ventures are disclosed separately in the cor-responding receivables and payables items. Income from joint ventures is reported within operating income since their operating activities are for the purpose of executing customer contracts.

2.15 Investments in associates

Associates are companies over which Implenia exercises significant influence but does not have control. As a rule, these are companies in which Implenia holds a stake of between 20% and 50%. These companies are accounted for using the equity method and are reported separately in the consolidated balance sheet. The equity participation is calculated on the basis of the statutory financial statements as at the closing date of the consolidated financial statements. If no statutory financial statements are available as at the closing date of the consolidated financial statements, measurement is on the basis of the last available statutory financial statements, taking into account any developments which have occurred in the meantime. The consolidation of associates is carried out in accordance with uniform group accounting and valuation principles.



174–175

On acquisition of an investment in an associate, goodwill may arise. Goodwill is the excess of the acquisition costs over the Group’s share of the fair value of the identifiable net assets acquired. This goodwill forms part of the carrying amount of investments in associates.

The long-term joint ventures for the operation of facilities producing concrete and asphalt in which Implenia has interests of 20% and above are recognised and measured separately from the other joint ventures, which are also measured as associates in accordance with IAS 28 Investments in Associates.

Income from associates is reported within operating income since their operating activities are for the purpose of executing customer contracts.

2.16 Raw materials

Raw materials are measured at cost. The valuation of inventory and charges to material costs are stated at historical cost in accordance with the average cost principle. Inventories that can only be sold with difficulty or at lower market prices must be written down. Inventories at a market price below the costs recognised by Implenia are written down if the finished product no longer covers the costs. If it is foreseeable that written-down inventories can be used again, the write-downs are reversed by increasing the value of the inventory to the lower of net realisable value or historical cost. Unsellable inventories are written off in full.

2.17 Real estate transactions

Real estate reported under this item is classified as held for sale and measured in accordance with IAS 2 In-ventories. Completed properties not yet sold may temporarily generate rental income; however, they are still reported under this item, as they are held for sale.

These properties are measured separately. Each property is measured at the lower of cost, including work by the company, or the net sale value. Costs includes financing costs paid to third parties until the construction is ready for use.

Write-downs arising from impairments determined on the basis of the above measurement principles are charged directly to this item. Sales proceeds from real estate transactions are reported as revenue. Changes to the portfolio and movements in write-downs on real estate transactions are recognised in expenses. Certain real estate transactions are conducted jointly with one or more partners. Those properties under joint control and ownership are recognised as real estate transactions on a proportional basis.

2.18 Property, plant and equipment

Property, plant and equipment is measured at cost and depreciated over its estimated useful life on a straight line basis, with the expense charged to the income statement:– Property 25–50 years– Plant 15–20 years– Machinery and vehicles 6–15 years– Furniture 5–10 years– IT 3–5 years– Investment property 25–50 years

Additional costs that extend the economic benefits of property, plant and equipment are capitalised sepa-rately. Pro-rated financing costs for property, plant and equipment in construction are capitalised. The value of property, plant and equipment is reviewed whenever events or changes in circumstances indicate that the carrying amount may be impaired.

2.18.1 Investment property Land and property held for the purposes of generating rental income or whose intended use has not yet been defined are recognised separately as investment property in accordance with IAS 40. All land is classified as investment property if no intention to develop or sell the land has been indicated. Recognition and measure-ment are carried out in accordance with the cost model (IAS 16). Investment property is recognised at cost and (in the case of real estate) depreciated on a straight line basis. If the present value of future net cash inflows is lower than the carrying amounts, the asset is written down to the lower recoverable value in accordance with IAS 36. The fair value of this real estate is shown separately, and is determined in accordance with recognised methods, for example, by using the current market price of comparable real estate as a basis or by applying the discounted cash flow method.

2.18.2 Finance leasesLeased property, plant and equipment for which Implenia bears substantially all the risks and rewards associ-ated with ownership are capitalised at the lower of the fair value of the leased property or the present value of the minimum lease payments at the inception of the lease and depreciated over the shorter of the lease term or the estimated useful life.

2.18.3 Operating leasesLeases are classified as operating leases if a substantial proportion of the risks and rewards associated with ownership are retained by the lessor. They are generally depreciated on a straight line basis over the term of the lease, with the expense charged to the income statement.



176–177

2.19 Intangible assets

2.19.1 GoodwillBusiness combinations are accounted for using the purchase method as described under Note 2.2.

Goodwill is the excess of the costs of acquisition over the interest of the Group in the fair value of the net assets acquired. The non-controlling interests are recognised in proportion to their share of the fair value of the net assets acquired. Goodwill is not amortised, but is tested for impairment at each balance sheet date instead.

When testing goodwill for impairment, the realisable value is computed on the basis of the cash generating unit to which the goodwill is allocated. Realisable value is the higher of fair value less cost to sell and value in use. If the carrying amount exceeds the realisable value, the difference is recorded as an impairment. The estimates of future discounted cash flows, the corresponding discount rates and the growth rates are largely based on management estimates and assumptions. The actual cash flows and values generated may deviate significantly from the expected future cash flows and the related amounts determined using discounting methodology.

2.19.2 Other intangible assetsAdditions of licences, software, IT development costs, brands and customer relationships are recognised at cost. Intangible assets are amortised on a straight line basis over their economic life from the initial date on which the Group can use them. The estimated economic life of intangible assets is regularly reviewed. All identifiable intangible assets (such as brands and customer relationships) acquired in the course of a business combination are initially recognised at fair value.

Other intangible assets are measured at cost and amortised over their estimated useful life on a straight line basis, with the expense charged to the income statement:– Licences and software 3–5 years– Brands 3–5 years– Customer list 10–15 years

2.20 Financial assets

Financial assets are categorised as follows: “at fair value through profit or loss”, “available for sale”, “held to maturity” and “loans and receivables”. Financial instruments classified as “at fair value through profit or loss” are either “held for trading” or are designated as such on initial recognition. “Held for trading” financial assets are acquired principally with the objective of generating a profit from short-term fluctuations in price. Financial assets are designated as “at fair value through profit or loss” if this eliminates a measurement or recognition inconsistency and results in more relevant information. Financial assets “held to maturity” are securities with a fixed maturity that Implenia has the positive intention and ability to hold until maturity. “Loans and receivables” are financial assets that are issued by Implenia or acquired from the issuer on a primary market. These are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market. All other financial assets are classed as “available for sale”.

All financial assets are initially recognised at their fair value including transaction costs, with the exception of financial assets classified as “at fair value through profit or loss”, where the transaction costs are not included. All purchases and sales are recognised on the transaction date. After initial recognition, financial assets “at fair value through profit or loss” are measured at their fair value and all changes in fair value are reported in financial income or expense in the period to which they relate. After initial recognition, “held to maturity” fi-nancial assets and “loans and receivables” are measured at amortised cost using the effective interest method. After initial recognition, “available for sale” financial assets are stated at fair value and all unrealised changes are recognised in other comprehensive income, with the exception of interest which is calculated on the basis of the effective interest method, and foreign exchange fluctuations. In the event of the sale, impairment or disposal of “available for sale” financial assets, cumulative gains or losses recognised in equity since the date of acquisition are reported in financial income or expense for the current reporting period.

Financial assets are tested for impairment on each balance sheet date. If there are objective indications of impairment such as insolvency, default or other major financial difficulties experienced by the issuer, an impair-ment is charged to the consolidated income statement. Financial assets are derecognised if the contractual interests in cash flows from the assets expire or the Group transfers the right to receive the cash flows from the financial assets in a transaction where all the significant risks and rewards of ownership of the financial asset are transferred.



178–179

The value of financial assets measured at amortised costs or at cost must be reviewed in the case of an indica-tion of impairment. An impairment trigger exists, for example, if the fair value of the assets deteriorates to the extent that it must be assumed that this decrease is permanent.

Neither assets and liabilities nor income and expenses are offset against each other if this is not required or permitted by a Standard or an Interpretation. Offsetting curtails the ability of users to understand transactions, other events or conditions and to estimate the future cash flows of a company unless it reflects the economic substance of a transaction, event or other condition. Measuring assets net of valuation allowances – for ex-ample, obsolescence allowances on inventories and doubtful debt allowances on receivables – is not offset-ting. In accordance with IAS 18, revenue must be measured at the fair value of the consideration received or receivable, taking into account the amount of any trade discounts granted by the company. In the course of its ordinary business activities, the Implenia Group also conducts transactions that do not in themselves generate revenue but are incidental to the main revenue-generating activities. The results of such transactions are to be presented, if such presentation reflects the substance of the transaction or event, by netting any income with the related expenses arising from the same transaction:

a) gains and losses on the disposal of non-current assets, including financial investments and operating assets, are recognised by deducting from the proceeds on disposal the carrying amount of the asset and related selling expenses; and

b) expenditure related to a provision that is recognised in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets and reimbursed under a contractual arrangement with a third party (e.g. a supplier’s warranty agreement) may be netted against the related reimbursement.

In addition, gains and losses arising from a group of similar transactions, for example, foreign exchange gains or losses or gains and losses arising on financial instruments “at fair value through profit or loss”, are reported on a net basis. However, these gains or losses are reported separately if they are material.

2.21 Financial liabilities

Financial liabilities are initially recognised at cost and then at amortised cost. Any difference between the net proceeds received and the net amount repayable at maturity is amortised over the term of the instrument and charged to financial income or expense.

Transaction costs paid to capital providers (generally banks) are amortised over the term of the underlying financial instrument using the amortised cost method.

2.22 Provisions Provisions are made if a legal or constructive obligation exists that makes it probable that an outflow of re-sources will be required to settle this obligation and a reliable estimate of the amount of the obligation can be made. Restructuring provisions are made if Implenia has a detailed formal plan for restructuring that it has either already started to implement or that it has announced to those affected by it. The provisions recognised are the best estimate of the final obligation. No provisions are made for future operating losses.

Where there are a number of similar obligations, Implenia determines the probability that an outflow will be required by considering the class of obligations as a whole.

Possible obligations whose occurrence cannot be assessed on the balance sheet date or obligations whose amount cannot be reliably estimated are disclosed as contingent liabilities.

Where the effect of the time value of money is material, the present value of the expected expenditure is recognised.



180–181

2.23 Equity

Equity represents the nominal value of the issued shares of Implenia AG.

Treasury shares represent shares of Implenia AG that have been reacquired on the market. They are deducted from equity.

The revaluation reserve contains CHF 2.9 million arising from the merger between Zschokke and Batigroup.

The foreign exchange differences arise from the measurement of the foreign subsidiaries. If these companies should cease to fall within the scope of consolidation, the corresponding share of the foreign exchange differ-ences will be recycled through the income statement.

Retained earnings represent the accumulated profits of the Group, most of which are freely available.

Non-controlling interests represent the interests held by third-party shareholders in the equity (including profit for the year) of subsidiaries.

Dividends and par value repayments are reported in the consolidated financial statements in the periods in which they were agreed by the General Meeting of Shareholders.

3 Riskassessment

Group-wide risk assessment, which facilitates the early identification and evaluation of risks, as well as the im-plementation of appropriate risk-reduction measures, is carried out every quarter and focuses mainly on project risks and financial risks. Using a bottom-up process based on risk maps for each project and unit, the results of all the individual risk and opportunity assessments are consolidated. As part of the accounting and control process, Group Risk Management reports twice a year to the Executive Committee, the Audit Committee and the Board of Directors.

3.1 Financialriskmanagement The principles used for financial risk management are defined at Group level and apply to all Group entities. They include rules about holding and investing liquid assets, taking on debt, and hedging against foreign currency, price and interest rate risks. Compliance with the rules is monitored centrally on a continuous basis. Overall, the Group follows a conservative, risk-averse approach.

The Group’s main financial instruments are cash and cash equivalents, trade receivables, financial and other receivables, current and non-current financial liabilities and trade payables. Trade receivables and payables are generated in the course of normal business activities. Financial liabilities are used exclusively to finance operating activities. Financial investments serve mainly to finance associates (loans).

Derivative financial instruments may only be used within the Group to hedge operating activities. Owing to the low level of foreign currency risk, derivative financial instruments are rarely used. At the balance sheet date, the Group held no derivative financial instruments (2009: none).

The main risks for the Group resulting from financial instruments are credit risk, liquidity risk and market risk.



182–183

3.2 Creditrisk

The credit risk consists mainly of the risk of default on trade receivables and cash and cash equivalents.

3.2.1TradereceivablesAgreements with customers generally stipulate payment terms of between 30 and 90 days. The creditworthiness of customers is verified prior to any contract being signed. Revenue is generated mainly through transactions with public-sector bodies and high-quality debtors (banks, insurance companies, pension funds, etc.). As a rule, no collateral is requested. However, in the case of services relating to real estate, it is legally possible to have a lien on the real estate (right of lien of tradesmen and building contractors). Notice of payments outstanding is given as part of a standardised reminder procedure. Regular reports are made monitoring the progress of receivables, particularly those that are overdue. Irrecoverable debts are negligible in relation to Group revenue.

The three largest counterparty exposures under trade receivables amount to CHF 69.2 million (2010: CHF 47.9 million). This is equivalent to 14.6% of the carrying amount of all trade receivables (2010: 12.1%). 3.2.2CashandcashequivalentsandotherfinancialassetsThe credit risk relating to cash and cash equivalents and other financial assets resides in the non-payment of receivables due to debtor insolvency. Debtors are subject to regular creditworthiness checks by means of a review of their financial situation. In the case of cash and cash equivalents, the counterparty must also have a minimum rating or a state guarantee. A number of Swiss cantonal banks continue to enjoy what is known as a state guarantee. This means that in the event of the bank’s insolvency, the canton (the state) – as owner of the bank – guarantees all outstanding liabilities remaining after all the assets have been realised. Creditors therefore have complete security. This rule does not apply to subordinated bonds or participation capital (a specific component of equity). Because of the state guarantee, disclosure by class of financial asset is irrelevant as the credit balances are backed either by the bank’s own funds or, on a secondary basis, by the state. In the case of these exposures, the exposure per counterparty is limited to a maximum amount. Creditworthiness is monitored regularly using market-based information (e.g. CDS spreads), and appropriate measures are taken if necessary.

The three largest counterparty exposures under cash and cash equivalents amount to CHF 240 million (2010: CHF 278 million). This is equivalent to 59.7% of the carrying amount of the total cash and cash equivalents (2010: 79.6%).

The maximum credit risk corresponds to the amount of individual receivables in the event of default.

Age structure of customer accounts receivable: see Note 14.

The following table shows receivables from the most important counterparties on the balance sheet date:

Rating2 Balance

CHF1,000

Asat31.12.2011

Counterparty1

Tradereceivables

Public sector and its operations n.a. 31,365

Financial institution A 23,061


Cashandotherfinancialassets

Financial institution AAA 134,458

Financial institution A 56,968

Financial institution AA+ 49,033

Asat31.12.2010

Counterparty1

Tradereceivables


Financial institution Aa3 8,511

Other n.a. 6,096

Cashandotherfinancialassets



Financial institution A1 20,055

1 Counterparties are broken down by the following classifications: – Financial institutions (banks, insurance companies, pension funds) – Public sector and its operations – Other

2 Moody’s / Standard & Poor’s rating



184–185

3.3 Liquidityrisk

The liquidity risk resides mainly in the eventuality that liabilities cannot be honoured on the due date.

Future liquidity is forecast based on a variety of rolling planning horizons. The Group endeavours at all times to have sufficient lines of credit to cover its planned funding requirements. As at 31 December 2011, the Group had cash and cash equivalents of CHF 402.5 million (2010: CHF 349.3 million) and unused credit lines of CHF 174.9 million (2010: CHF 176.3 million). The Group seeks to maintain appropriate minimum liquid-ity (consisting of cash and cash equivalents and confirmed unused credit lines).

Short-term Long-term

0–3 mths 4–12 mths 2–5 years over 5 years

CHF1,000 CHF1,000 CHF1,000 CHF1,000

Asat31.12.2011

Trade payables and other liabilities (325,908) (2,411) – –

Financial liabilities (1,835) (2,368) (6,899) (825)

Bond issue – (6,250) (225,000) –

Asat31.12.2010

Trade payables and other liabilities (251,009) (10,915) – –

Financial liabilities (1,464) (141) (316) (98)

Bond issue – (6,250) (25,000) (206,250)

3.4 Marketrisk/interestraterisk

The Group has very few non-current interest-bearing assets. Consequently, the Group’s interest rate risk results from the structure and volume of its financing. Because the Group has financed its operations with a fixed-rate bond issue and reduced its bank funding accordingly, the risk associated with changes in interest rates is minimal; the risk of fluctuations in fair value is negligible. Interest rate increases generally have no negative impact on consolidated profit. Debt is always taken on in the functional currency of the financed entity and is therefore mainly in CHF. The maturity structure of the interest-bearing financial instruments as at 31 December 2011 is as follows:

up to 1 year 2–5 years over 5 years Total

CHF1,000 CHF1,000 CHF1,000 CHF1,000

Variablerate

Cash and cash equivalents 402,532 – – 402,532

Loans and other financial assets – 382 – 382

Financial liabilities (3,004) (5,866) (797) (9,667)

Total 399,528 (5,484) (797) 393,247

Fixedrate

Loans and other financial assets 55 40 1,791 1,886

Financial liabilities (791) (198,615) – (199,406)

Total (736) (198,575) 1,791 (197,520)

Overalltotal 398,792 (204,059) 994 195,727



186–187

Maturity structure as at 31 December 2010:

up to 1 year 2–5 years over 5 years Total

CHF1,000 CHF1,000 CHF1,000 CHF1,000

Variablerate

Cash and cash equivalents 349,274 – – 349,274

Loans and other financial assets 462 5,170 389 6,021

Financial liabilities (1,605) (316) (98) (2,019)

Total 348,131 4,854 291 353,276

Fixedrate

Loans and other financial assets 287 3,621 245 4,153

Financial liabilities – – (197,741) (197,741)

Total 287 3,621 (197,496) (193,588)

Overalltotal 348,418 8,475 (197,205) 159,688

The table below shows the effect of interest rate variations on Implenia’s pre-tax profit (EBT). It is assumed that the interest rate variation affects the entire financial year.

2011 2010

Change in interest rates in percentage points +/–0.5 +/– 0.5

Sensitivity / change profit before tax in CHF 1,000 +/–957 +/– 856

3.5 Marketrisk/currencyandotherrisks The risk related to exchange rate fluctuations is not significant and mainly concerns the translation risk of net foreign currency investments made in foreign subsidiaries.

Currency risks arise at Implenia Group from the Group’s international orientation, from investments in foreign subsidiaries or from the setting up of foreign operations (translation risk). There are also currency risks from future business transactions or assets and liabilities recognised in the balance sheet in currencies other than the functional currency of the company in question. Implenia Group is mainly exposed to risks from the Euro, US Dollar and Norwegian Krone.

Based on the assumption that the euro had been 10% stronger against the Swiss franc on 31 December 2011, consolidated profit would have been CHF 0.4 million lower (2010: CHF 0.7 million higher) and equity CHF 5.7 million higher (2010: CHF 4.2 million higher). The same sensitivity analysis for the Norwegian Krone would have resulted in higher consolidated profit of CHF 0.1 million and higher equity of CHF 3.2 million. As the Group only holds a small amount of securities, the price risk is not significant.

3.6 Defaultsonfinancialliabilitiesandbreachesofcovenants

There were no defaults on financial liabilities during the financial year (2010: none). The financial covenants stipulated in financing agreements were kept (2010: kept).

3.7 Policyregardingcapitalstructureandindebtedness

The Group targets an equity ratio of around 30% (2010: 30%). As at the reporting date, the equity ratio was 28.7% (2010: 29.5%).

The aim is for current assets to be financed through current debt. Non-current assets should be financed through non-current liabilities and equity. Ordinary capital expenditures are to be financed through ongoing cash flows where possible. Economic capital matches the value carried in the consolidated balance sheet.

The syndicated loan has various financial covenants attached to it. Financial position and performance are moni-tored monthly. The latest actual figures, and projections and budgets are used to monitor compliance with the financial covenants.



188–189

3.8 Fairvalueestimates

Classification (level) as per

IAS 391

Carryingamounts Fairvalues

31.12.2011 31.12.2010 31.12.2011 31.12.2010CHF1,000 CHF1,000 CHF1,000 CHF1,000

Financialassets

Cash and cash equivalents LaR 402,532 349,274 402,532 349,274

Marketable securities AfS (level 2) 516 346 516 346

Trade receivables LaR 472,789 395,234 472,789 395,234

Other receivables LaR 45,285 27,989 45,285 27,989

Unlisted participation AfS (level 3) 7,185 6,516 7,185 6,516

Loans and other financial assets LaR 2,579 10,196 2,579 10,196

Total 930,886 789,555 930,886 789,555

Financialliabilities

Current financial liabilities OFL 3,795 1,605 3,795 1,605

Trade payables OFL 272,537 217,347 272,537 217,347

Other current liabilities OFL 55,782 44,577 55,782 44,577

Non-current financial liabilities OFL 205,278 198,155 213,350 208,600

Other non-current liabilities OFL 7,295 – 7,295 –

Total 544,687 461,684 552,759 472,129

1 Classifications as per IAS 39: – LaR: Loans and receivables – AfS: Available for sale (measured at fair value according to the following hierarchy) – OFL: Other financial liabilities

Fair value hierarchy:

Level 1 – The inputs used are unadjusted listed prices on active markets for identical assets and liabilities as at the reporting date.

Level 2 – The inputs used (with the exception of the listed prices mentioned in level 1) for the asset or liability are either directly or indirectly observable. These inputs are mainly derived from or confirmed by observable market data using correlations or by other means on the reporting date and for the expected term of the instruments. Generally, the assets found in this category are time deposits, currency and interest rate derivatives and certain investment funds. Currency and interest rate derivatives are measured using observable market data. The liabili-ties in this category are generally currency derivatives and equity options.

Level 3 – The inputs are not observable. They reflect the Group’s best estimate of the criteria that market partici-pants would use to determine the price of the asset or liability on the reporting date. Allowance is made for the inherent risks in the valuation procedure and the model inputs. Assets in this category are generally securities not traded on active markets. These are valued using discounted cash flow methodology.

Losses related to receivables and liabilities in the amount of CHF 0.2 million (2010: CHF 8.4 million) were re-corded in the income statement. Gains of CHF 0.5 million (2010: CHF 0.5 million) relating to available for sale financial instruments were recognised in the income statement.

A gain of CHF 0.1 million (2010: CHF 2.7 million) arising from an adjustment in the fair value of long-term invest-ments is recognised in comprehensive income. No further purchases were made during the year.

The Group had no held to maturity financial instruments during the year (2010: none).



190–191

4 Keymanagementdecisionsandestimates

4.1 Managementdecisionsusedwhenapplyingaccountingpolicies

4.1.1RevenuerecognitionThe nature of the Group’s business is such that many sales transactions have a complex structure. Sales agree-ments may comprise many elements which occur at different times. Revenue is only recognised when, in the opinion of management, the significant risks and rewards concerned have been transferred to the buyer, the Group is no longer involved in managing further business activities or no longer exercises de facto control over the goods sold, and the obligations have been met. Consequently, for some transactions, the payments received or the work performed are accrued in the balance sheet and taken to the income statement in future accounting periods when the contractual conditions have been met.

4.1.2Fullyconsolidatedcompanies,associatesandjointventuresThe Group performs transactions which give rise to the right to control or significantly influence the operating activities or the company. Such transactions include the acquisition of all or part of the share capital of other com-panies, the purchase of certain assets and the assumption of certain liabilities or contingent liabilities. In all such cases, management makes an assessment as to whether the Group has control or significant influence over the company’s operations. On the basis of this assessment, the company is either fully consolidated or consolidated as an associate. Such assessment takes into consideration the underlying economic substance of the transaction, and not solely the contractual terms.

4.1.3LeasingIn the case of leasing agreements, Implenia takes on the role of lessee. The treatment of leasing transactions in the consolidated financial statements is primarily dependent on whether the lease is classified as an operat-ing lease or a finance lease. In making this assessment, management looks at both the type and the legal form of the lease and comes to a decision on whether substantially all the risks and rewards of the leased asset are transferred to the lessee. Agreements that do not take the legal form of a lease but nevertheless confer the right to use an asset are also an integral part of such assessments.


4.2 Keyassumptionsandsourcesofestimationuncertainty

When preparing the consolidated financial statements in conformity with IFRS, management is required to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and related disclosures. The estimates and assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. These are used as the basis for measuring those assets and liabilities whose carrying amounts are not readily apparent from other sources. Actual values may differ from these estimates.

Estimates and assumptions are reviewed on an ongoing basis. Changes to estimates may be necessary if the circumstances on which they were based have changed or new information or additional insights have become available. Such changes are recognised in the reporting period in which the estimate was revised.

The key assumptions about the future and the key sources of estimation uncertainty which may require material adjustments to the carrying amounts of assets and liabilities within the next twelve months are listed below.

4.2.1Property,plantandequipment,intangibleassetsThe Group has property, plant and equipment with a carrying value of CHF 225.4 million (2010: CHF 221.1 mil-lion), goodwill with a carrying amount of CHF 85.7 million (2010: CHF 69.2 million) and other intangibles with a carrying amount of CHF 5.0 million (2010: CHF 4.1 million). Goodwill and intangible assets with unlimited useful life are reviewed annually for impairment. To decide whether any impairment exists, estimates are made of future cash flows expected to arise from the use of these assets and their eventual disposal. Actual cash flows may differ significantly from the future discounted cash flows based on these estimates. Factors such as changes in the planned use of buildings, machinery and equipment, technical obsolescence or lower-than-forecast sales may result in shortened useful life or impairment. Changes in the discount rates, gross margins and growth rates used may also result in impairments.


192–193

4.2.2PensionplansGroup employees are members of employee benefit schemes which are treated as defined benefit plans un-der IAS 19. The calculation of the recognised assets and liabilities from these plans is based on statistical and actuarial calculations performed by actuaries. The present value of defined benefit liabilities in particular is heavily dependent on assumptions such as the discount rate used to calculate the present value of future pen-sion liabilities, future salary increases and increases in employee benefits. In addition, the Group’s independent actuaries use statistical data such as probability of withdrawals of members from the plan and life expectancy in their assumptions.

Implenia’s assumptions may differ substantially from actual results owing to changes in market conditions and the economic environment, higher or lower withdrawal rates, longer or shorter lifespans among members and other estimated factors. These differences may affect the values of the assets and liabilities from employee ben-efit schemes recognised in the balance sheet in future reporting periods.

5 Segmentreporting

Segment reporting as submitted to the Board of Directors as at 31 December 2011:

Real Estate Industrial Construction

General Contracting /

ServicesProject

DevelopmentInfrastructure Construction Tunnelling Prime Buildings

Totalofdivisions

Miscellaneous / Holding Total

CHF1,000 CHF1,000 CHF1,000 CHF1,000 CHF1,000 CHF1,000 CHF1,000 CHF1,000

Segment revenue 1,187,663 227,217 1,147,649 242,870 19,759 2,825,158 61,266 2,886,424

Intragroup revenue (98,429) (15,759) (183,082) (8,177) (890) (306,337) (57,441) (363,778)

Externalrevenues 1,089,234 211,458 964,567 234,693 18,869 2,518,821 3,825 2,522,646

of which services 1,089,206 93,479 946,152 234,601 18,869 2,382,307 3,825 2,386,132

of which goods 28 117,979 18,415 92 – 136,514 – 136,514

Operatingincome 19,659 25,297 18,100 32,785 (2,312) 93,529 147 93,676

Investments in property, plant and equipment and intangible assets 923 106 30,623 5,599 90 37,341 2,421 39,762

Total assets 483,949 330,678 752,681 265,284 12,505 1,845,097 42,606 1,887,703

Total liabilities (493,213) (107,420) (539,862) (126,773) (35,079) (1,302,347) (41,828) (1,344,175)

Total equity 9,264 (223,258) (212,819) (138,511) 22,574 (542,750) (778) (543,528)



194–195

5 Segmentreporting




ServicesProject


Totalofdivisions



Segment revenue 1,187,663 227,217 1,147,649 242,870 19,759 2,825,158 61,266 2,886,424

Intragroup revenue (98,429) (15,759) (183,082) (8,177) (890) (306,337) (57,441) (363,778)

Externalrevenues 1,089,234 211,458 964,567 234,693 18,869 2,518,821 3,825 2,522,646

of which services 1,089,206 93,479 946,152 234,601 18,869 2,382,307 3,825 2,386,132

of which goods 28 117,979 18,415 92 – 136,514 – 136,514


Investments in property, plant and equipment and intangible assets 923 106 30,623 5,599 90 37,341 2,421 39,762

Total assets 483,949 330,678 752,681 265,284 12,505 1,845,097 42,606 1,887,703


Total equity 9,264 (223,258) (212,819) (138,511) 22,574 (542,750) (778) (543,528)





ServicesProject


Totalofdivisions



Segment revenue 1,136,717 173,783 1,200,636 152,035 13,989 2,677,160 61,351 2,738,511

Intragroup revenue (85,720) (17,049) (178,598) (10,944) (3,021) (295,332) (54,761) (350,093)

Externalrevenues 1,050,997 156,734 1,022,038 141,091 10,968 2,381,828 6,590 2,388,418

of which services 1,040,678 2,489 1,008,154 134,286 10,968 2,196,575 6,590 2,203,165

of which goods 10,319 154,245 13,884 6,805 – 185,253 – 185,253


Investments in property, plant and equipment and intangible assets 108 25 38,144 621 22 38,920 600 39,520

Total assets 473,815 316,510 697,930 166,750 9,811 1,664,816 12,187 1,677,003


Total equity (36,778) (204,559) (202,727) (75,768) 18,231 (501,601) 6,117 (495,484)


196–197




ServicesProject


Totalofdivisions



Segment revenue 1,136,717 173,783 1,200,636 152,035 13,989 2,677,160 61,351 2,738,511

Intragroup revenue (85,720) (17,049) (178,598) (10,944) (3,021) (295,332) (54,761) (350,093)

Externalrevenues 1,050,997 156,734 1,022,038 141,091 10,968 2,381,828 6,590 2,388,418

of which services 1,040,678 2,489 1,008,154 134,286 10,968 2,196,575 6,590 2,203,165

of which goods 10,319 154,245 13,884 6,805 – 185,253 – 185,253


Investments in property, plant and equipment and intangible assets 108 25 38,144 621 22 38,920 600 39,520

Total assets 473,815 316,510 697,930 166,750 9,811 1,664,816 12,187 1,677,003


Total equity (36,778) (204,559) (202,727) (75,768) 18,231 (501,601) 6,117 (495,484)

31.12.2011 31.12.2010CHF1,000 CHF1,000

Reconciliationoftotalsegmentassetstototalassets 1,887,703 1,677,003

Deviation – –

Total assets 1,887,703 1,677,003

Reconciliationoftotalsegmentliabilitiestototalliabilities (1,344,175) (1,181,519)

Deviation – –

Total liabilities (1,344,175) (1,181,519)

Reconciliationofoperatingincometoconsolidatedprofit

Operating income 93,676 77,658

Financial expenses (15,827) (13,791)

Financial income 3,805 4,174

Profitbeforetax 81,654 68,041

Tax (20,303) (15,583)

Consolidatedprofit 61,351 52,458

OperatingincomefromMiscellaneous/Holdingincludes:

Amortisation of intangible assets (2,818) (1,871)

Income from defined benefit pension plans 12,862 6,880

Depreciations of investment property (5,428) –

Other expenses net (4,469) (4,348)

TotaloperatingincomeMiscellaneous/Holding 147 661



198–199

Implenia AG is domiciled in Switzerland. Revenues from third parties in Switzerland amounted to CHF 2,368 million (2010: CHF 2,313 million). Revenues generated abroad came to CHF 155 million (2010: CHF 73 million). Non-current assets located in Switzerland (excluding financial assets and deferred tax assets) as at 31 December 2011 stood at CHF 283 million (2010: CHF 295 million). Non-current assets located abroad (excluding financial assets and deferred tax assets) stood at CHF 52 million (2010: CHF 7 million).

6 Materialsandsub-contractors

2011 2010CHF1,000 CHF1,000

Material expense 317,572 342,573

External services 1,248,295 1,138,369

Total 1,565,867 1,480,942

7 Personnelexpenses

2011 2010CHF1,000 CHF1,000

Wages, salaries and fees 486,722 464,417

Social security contributions 64,881 61,933

Pension expenses 22,210 27,546

Expenses for the foundation for flexible retirement 11,304 11,148

Temporary staff 60,628 67,438

Other personnel expenses 25,436 22,553

Total 671,181 655,035

8 Profitsharingschemes

8.1 Staffscheme

On 25 March 2010, the new Implenia Group rules on staff profit sharing were approved. In each calendar year, qualifying persons may subscribe for Implenia AG shares in the amount of one-half of the gross monthly salary or an entire gross monthly salary. The annual subscription right may be divided between the March and September purchase periods. For the March 2011 purchase period, the difference between the market price of CHF 31.55 per share on average and the preferential price of CHF 22.10 per share was charged to the income statement, and for the September 2011 purchase period, the difference between the market price of CHF 24.74 per share on average and the preferential price of CHF 17.30 per share was charged to the income statement.

2011 2010

Number of shares subscribed Number 49,023 84,743

Amount recognised in the income statement CHF 1,000 342 848

The shares cannot be traded for a period of three years. During this time, employees are entitled to dividends and may exercise their voting rights. Upon expiry of the blocking period, the shares may be freely traded by employees.

8.2 Share-basedcompensationfortheExecutiveCommittee

The Members of the Executive Committee receive part of their compensation in the form of shares of Implenia AG, which are blocked for a period of three years. During this time, the Members of the Executive Committee are entitled to dividends and may exercise their voting rights. The corresponding amount is expensed entirely in the current financial year. The amount charged to the Group is calculated on the basis of the market value of the shares at the time of allocation. The Group may either buy shares on the market or draw from its own stock of shares.



200–201

In 2011, they were allocated at a price of CHF 24.05 per share (2010: CHF 31.95 per share).

2011 2010

Allocation of shares Number 54,331 75,261

Amount recognised in the income statement CHF 1,000 1,307 2,451

8.3 Share-basedcompensationforMembersoftheBoardofDirectors

Some Members of the Board of Directors receive a portion of their remuneration in the form of shares, which are blocked for a period of three years. During this time, the Members of the Board of Directors are entitled to dividends and may exercise their voting rights. The cost is calculated and reported in the same way as for shares allocated to the Executive Committee.

2011 2010

Allocation of shares Number 4,868 5,324

Amount recognised in the income statement CHF 1,000 139 158

9 Otheroperatingexpenses2011 2010

CHF1,000 CHF1,000

Rental expenses 44,570 41,760

Infrastructure expenses 19,422 17,847

Maintenance and repairs 35,048 37,231

Insurance 3,107 3,184

Administration and consultants 14,511 16,707

Office and communication expenses 19,065 16,984

Taxes and fees 5,267 5,632

Marketing, advertising and other administration expenses 7,511 6,660

Other operating expenses 1,681 1,025

Total 150,182 147,030



202–203

10 Financialexpensesandincome2011 2010

CHF1,000 CHF1,000

Financialexpenses

Interest expenses 1,920 1,157

Interest on bond issue (since 12 May 2010) 6,637 4,171

Bank charges 604 524

Fixed costs of financial guarantees 1,298 1,268

Other financial expenses 2,713 3,335

Currency losses 2,655 3,336

Total 15,827 13,791

Financialincome

Interest income 671 701

Income from financial investments 531 531

Other financial income 96 1,860

Currency gains 2,507 1,082

Total 3,805 4,174

Financialresult (12,022) (9,617)

11 Tax2011 2010

CHF1,000 CHF1,000

Profitbeforetax

Switzerland 85,708 66,012

Abroad (4,054) 2,029

Totalprofitbeforetax 81,654 68,041

Currentanddeferredtax


Abroad 2,102 1,763

Totalcurrenttax 12,478 11,764


Abroad (879) –

Totaldeferredtax 7,825 3,819

Totaltax 20,303 15,583



204–205

AnalysisoftaxrateThe following elements explain most of the differences between the expected Group tax rate (the weighted average tax rate, based on the pre-tax profit of each Group company) and the effective tax rate:

2011 2010% %

Expected tax rate 22.7% 22.2%

Effect of non-taxable items 0.2% (1.2%)

Effect of non-deductible items 0.3% 0.1%

Effect of non-capitalised tax losses arising during the year 3.2% 1.6%

Effect of changes in the applicable tax rates (0.6%) (0.9%)

Effect of the use of non-capitalised tax loss carryforwards (0.6%) (0.1%)

Prior years’ taxes 0.7% 0.9%

Income components with different tax rates (0.6%) 0.3%

Other effects (0.4%) 0.0%

Effectivetaxrate 24.9% 22.9%

The change in the expected tax rate relates mainly to the changed composition of the profits of the Group com-panies in the respective Swiss cantons and foreign countries.

12 Cashandcashequivalents31.12.2011 31.12.2010

CHF1,000 CHF1,000

Cash 358 357

Bank and post office accounts 388,495 345,330

Other cash equivalents 13,679 3,587

Total 402,532 349,274

The “Bank and post office accounts” line item includes assets of CHF 10.6 million (2010: CHF 3.4 million) held on a fiduciary basis for general contractor projects. These balances can only be used to pay subcontractors for the respective projects in which the client’s bank financing the construction loan has released the funds.

13 Marketablesecurities

Marketable securities consist of bills of exchange receivable in the amount of TCHF 516 (2010: TCHF 346).

14 Tradereceivables31.12.2011 31.12.2010

CHF1,000 CHF1,000

Third parties 413,526 317,379

Joint ventures 39,734 56,254

Associates 3,280 4,692

Related parties 62 –

Guarantee retentions 28,145 29,488

Allowance for doubtful receivables (11,958) (12,579)

Total 472,789 395,234

of which pledged 6,272 –



206–207

Allowance is made for receivables that are in arrears in the form of individual and collective value adjustments, calculated on the basis of current experience. Past experience has shown that this risk can be regarded as minor. Valuation allowances are only disclosed separately for trade receivables. For all other financial instruments, value adjustments are directly offset.

Allowance for doubtful receivables:

31.12.2011 31.12.2010CHF1,000 CHF1,000

As at 1.1. 12,579 12,603

Increase 4,217 6,472

Used (738) (516)

Reversed (4,066) (5,833)

Foreign exchange differences (33) (147)

Total 11,958 12,579

In 2006 / 2007 Implenia built the Letzigrund Stadium in record time, so that it could be approved and used for EURO 08. In view of the very tight construction schedule, the City of Zurich called for 1,392 changes and amendments to be made to the planning specifications. More than half of these were implemented in the final 12 months of the stadium’s construction. This generated significant additional costs which were thoroughly documented and accounted for. From early 2006 onwards, Implenia brought the financial impact to the attention of the city authorities at regular intervals. This impact eventually totalled CHF 22.9 million.

Implenia’s final bill was for CHF 119.5 million. The City of Zurich has so far paid CHF 96.6 million, so that a consideration in the amount of CHF 22.9 million is now outstanding. After numerous attempts by Implenia to reach an amicable settlement in the dispute over payment of these additional costs were rejected by the city authorities, Implenia has now taken legal action to obtain full payment of the amount owing of CHF 22.9 million.

Overdue

Total31.12.2011 Not due 1–30 days 31–60 days 61–90 days >90 days

CHF1,000 CHF1,000 CHF1,000 CHF1,000 CHF1,000 CHF1,000

Third parties 413,526 249,496 37,757 12,032 8,023 106,218

Joint ventures 39,734 20,778 4,789 2,818 1,376 9,972

Associates 3,280 2,039 122 – – 1,119

Related parties 62 62 – – – –

Sub-total 456,602 272,375 42,668 14,850 9,399 117,310

Guarantee retentions 28,145

Allowance for doubtful receivables (11,958)

Total 472,789

As at 31 December 2011, total overdue receivables amounted to CHF 184.2 million (2010: CHF 194.7 million). With regard to the trade receivables that were neither impaired nor in arrears, there were no indications at the balance sheet date that the customers would not be able to meet their financial obligations.

As in the previous year, no guarantees were held at the balance sheet date.



208–209

Overdue

Total31.12.2010 Not due 1–30 days 31–60 days 61–90 days >90 days


Third parties 317,379 156,058 50,386 17,140 5,795 88,000

Joint ventures 56,254 25,162 7,607 4,988 3,016 15,481

Associates 4,692 2,452 740 257 276 967

Related parties – – – – – –

Sub-total 378,325 183,672 58,733 22,385 9,087 104,448

Guarantee retentions 29,488

Allowance for doubtful receivables (12,579)

Total 395,234

15 Workinprogress

Work in progress includes accruals for work that has been carried out but not yet invoiced, including on-site inventories, advance payments from customers and to suppliers for work not yet carried out, accruals for out-standing invoices from suppliers and subcontractors, and provisions for losses on the order book and work in progress.

31.12.2011 31.12.2010CHF1,000 CHF1,000

Work in progress, assets 220,098 228,891

Work in progress, liabilities (555,083) (499,204)

Workinprogress,net (334,985) (270,313)

31.12.2011 31.12.2010CHF1,000 CHF1,000

Work in progress, assets (services provided but not yet invoiced) 282,731 240,397

Work in progress, liabilities (services invoiced but not yet provided) (279,932) (203,316)

Value adjustment on contract costs (10,449) (14,950)

Contract costs in relation to future services by suppliers and sub-contractors 54,716 72,106

Contract costs in relation to past services by suppliers and sub-contractors (382,051) (364,550)

Workinprogress,net (334,985) (270,313)

31.12.2011 31.12.2010CHF1,000 CHF1,000

Contract revenues since start of project 9,674,201 9,403,891

Contract revenues recognised in the period 2,056,673 2,026,798

Advance payments received 71,849 87,092

Guarantee retentions 28,145 29,488



210–211

16 Jointventures

Initial measurement of joint ventures is at cost. In subsequent years, the carrying amount is increased by the proportional share of profits and reduced by the proportional share of losses through the income statement. Liquidity contributions and disbursements increase or reduce the carrying amount respectively without being taken through the income statement. The resulting asset or liability is recognised in the balance sheet.

Netasset2011

Net asset 2010

Netliability2011

Net liability 2010

CHF1,000 CHF1,000 CHF1,000 CHF1,000

As at 1.1 23,770 2,613 44,218 45,113

Change 9,782 21,157 5,123 (895)

Total 33,552 23,770 49,341 44,218

Net amount receivable from (payable to) joint ventures:

31.12.2011 31.12.2010CHF1,000 CHF1,000

Joint ventures, assets 33,552 23,770

Joint ventures, liabilities (49,341) (44,218)

Services invoiced to joint ventures but not yet received 39,734 56,254

Services invoiced by joint ventures but not yet paid (4,933) (2,368)

Total 19,012 33,438

Implenia’s share in the assets and liabilities (the balance sheet shows assets and liabilities of joint ventures as at the reporting date), revenue (Implenia’s share of revenues) and expenses of joint ventures is as follows:

31.12.2011 31.12.2010CHF1,000 CHF1,000

Total assets 369,681 381,319

Total liabilities (376,299) (394,176)

Netassets (6,618) (12,857)

Net revenue 466,440 533,782

Expenses (435,818) (522,486)

Incomefromjointventures 30,622 11,296

The income from joint ventures of CHF 30.6 million (2010: CHF 11.3 million) includes the results reported in the individual balance sheets of the joint ventures of CHF 17.6 million (2010: CHF 10.0 million) and the internal valua-tions of CHF 13.0 million (2010: 1.3 million). A large part of the change in income from joint ventures was caused by the valuation of the Consorzio TAT, due to an agreement with the client dated 15 December 2011.

Services invoiced to joint ventures which have been recognised in the revenue of Implenia are disclosed in Note 33.

The partners in joint ventures are jointly and severally liable for any debts of the joint ventures unless otherwise agreed.

31.12.2011 31.12.2010CHF1,000 1000CHF

Joint and several liability of partners in joint ventures 150,858 191,467

Major joint ventures in terms of Implenia’s share of revenue:Participation

ImpleniaParticipation

Implenia

Consorzio TAT Tunnel Alp Transit Ticino 25.0% 25.0%

ARGE Transco Gottardo Sedrun 40.0% 40.0%

Groupement Marti-Implenia (Nant de Drance, Emosson) 50.0% 50.0%

ARGE Tunnel Weinberg ATW 45.0% 45.0%

ARGE 2.1 Bahnhof Löwenstrasse 25.5% 25.5%

ARGE Cityring Luzern 20.0% 20.0%



212–213

17 Otherreceivables31.12.2011 31.12.2010

CHF1,000 CHF1,000

Withholding tax 1,009 1,094

Other taxes and duties 2,218 2,574

Social insurances 5,198 3,275

WIR cheques 12,868 13,338

Receivables from utilised guarantees 18,677 12,207

Other receivables 5,315 7,501

Total 45,285 39,989

The City of Zurich has called in the guarantee provided when carrying out the Letzigrund stadium project, oblig-ing Implenia to make a payment of CHF 12 million, which is shown under ’Receivables from utilised guarantees’. Implenia has taken legal action to obtain full payment of the utilised guarantee.

18 Rawmaterials31.12.2011 31.12.2010

CHF1,000 CHF1,000

Raw materials 23,398 21,843

Value adjustment – –

Total 23,398 21,843

of which pledged – –

In 2011, the cost of raw materials taken to income in the consolidated financial statements amounted to CHF 252 million (2010: CHF 297 million). Inventory is divided equally between raw materials and ancillary materials. The value adjustment for the current year is CHF 0 (2010: CHF 0). No value adjustments were reversed (2010: none).

19 Realestatetransactions31.12.2011 31.12.2010

CHF1,000 CHF1,000

Acquisition costs as at 1.1 234,735 181,556

Additions 76,459 50,848

Disposals (29,946) (108,681)

Reclassifications (17,751) 5,199

Change in scope of consolidation – 110,178

Foreign exchange differences (568) (4,365)

Cumulativeacquisitioncosts 262,929 234,735

Cumulative value adjustments as at 1.1 (16,752) (12,824)

Additions (886) (499)

Disposals 516 3,730

Reclassifications 1,209 (7,395)

Foreign exchange differences 31 236

Cumulativevalueadjustments (15,882) (16,752)

Netcarryingamount 247,047 217,983

of which pledged 10,949 15,293

of which capitalised borrowing costs – –

Thegainonsaleofrealestateduringtheperiodisasfollows:

Sale proceeds 59,997 141,600

Carrying amount of assets sold (29,430) (104,951)

Gainonrealestate1 30,567 36,649

1 excluding expenses and depreciation of the Project Development segment



214–215

20 Property,plantandequipment

Business premises

Production facilities

Machinery, furniture,

ITAssets under construction Total

CHF1,000 CHF1,000 CHF1,000 CHF1,000 CHF1,000

31.12.2011

Acquisition costs as at 1.1.2011 112,912 56,054 243,250 2,101 414,317

Additions 5,092 819 28,724 4,085 38,720

Disposals (138) (7,363) (28,660) (45) (36,206)

Reclassifications 6,420 (6,420) – – –

Change in scope of consolidation 188 34 10,517 569 11,308

Foreign exchange differences (37) (28) 384 27 346

Cumulativeacquisitioncostsasat31.12.2011 124,437 43,096 254,215 6,737 428,485

Cumulative depreciations as at 1.1.2011 (35,573) (31,668) (126,023) – (193,264)

Additions (3,780) (2,987) (28,007) – (34,774)

Disposals 65 1,587 23,172 – 24,824

Reclassifications (3,351) 3,351 – – –

Foreign exchange differences 12 30 52 – 94

Cumulativedepreciationsasat31.12.2011 (42,627) (29,687) (130,806) – (203,120)

Netcarryingamountasat31.12.2011 81,810 13,409 123,409 6,737 225,365

of which finance leases – – 10,488 – 10,488

of which pledged 45,534 – – – 45,534

of which capitalised borrowing costs – – – – –

Business premises

Production facilities

Machinery, furniture,

ITAssets under construction Total

CHF1,000 CHF1,000 CHF1,000 CHF1,000 CHF1,000

31.12.2010

Acquisition costs as at 1.1.2010 129,349 48,322 243,360 5,806 426,837

Additions 456 2,626 32,094 4,320 39,496

Disposals (4,496) (225) (29,882) – (34,603)

Reclassifications (11,920) 6,420 – (8,025) (13,525)

Foreign exchange differences (477) (1,089) (2,322) – (3,888)

Cumulativeacquisitioncostsasat31.12.2010 112,912 56,054 243,250 2,101 414,317

Cumulative depreciations as at 1.1.2010 (47,146) (26,339) (130,778) – (204,263)

Additions (4,186) (2,857) (25,881) – (32,924)

Disposals 2,614 10 28,823 – 31,447

Reclassifications 12,946 (3,351) – – 9,595

Foreign exchange differences 199 869 1,813 – 2,881

Cumulativedepreciationsasat31.12.2010 (35,573) (31,668) (126,023) – (193,264)

Netcarryingamountasat31.12.2010 77,339 24,386 117,227 2,101 221,053

of which finance leases – – – – –

of which pledged 44,284 – – – 44,284

of which capitalised borrowing costs – – – – –



216–217

LeasingagreementswheretheGroupislessee

Finance leases:

Future minimum lease payment

Net present value of minimum lease payment

2011 2010 2011 2010CHF1,000 CHF1,000 CHF1,000 CHF1,000

Less than 1 year 3,157 275 2,749 241

Between 2 and 5 years 6,412 159 5,866 139

Over 5 years 692 – 664 –

Total 10,261 434 9,279 380

The increase is due to the acquisition of the Betonmast Anlegg Group, which has entered into numerous long-term agreements for the rental of construction machinery.

Operating leases:

Future minimum lease payment

2011 2010CHF1,000 CHF1,000

Less than 1 year 25,829 13,531

Between 2 and 5 years 58,575 44,244

Over 5 years 15,716 13,056

Total 100,120 70,831

The subsidiaries have entered into numerous operating leases, mainly for the short-term rental of construction machinery. The total expense for operating leases was TCHF 49,456 (2010: TCHF 41,758).

21 Investmentproperty31.12.2011 31.12.2010

CHF1,000 CHF1,000

Acquisition costs as at 1.1 15,634 –

Additions – –

Disposals – –

Reclassifications 17,751 14,028

Change in scope of consolidation – 1,606

Foreign exchange differences – –

Cumulativeacquisitioncosts 33,385 15,634

Cumulative depreciations as at 1.1. (7,902) –

Additions (5,486) –

Disposals – –

Reclassifications (1,209) (7,902)

Change in scope of consolidation – –

Foreign exchange differences 72 –

Cumulativedepreciations (14,525) (7,902)

Netcarryingamount 18,860 7,732

of which pledged 2,277 –

The changes in 2011 are mainly due to a reclassification and revaluation of a property in France, which is no longer held for the purposes of development or sale.

“Investment property” includes agricultural land with a net carrying amount of CHF 5.4 million (2010: CHF 5.4 million). The market value of investment property corresponds to the carrying amount.



218–219

22 Investmentsinassociates31.12.2011 31.12.2010

CHF1,000 CHF1,000

As at 1.1 42,675 36,274

Additions 5,351 6,289

Disposals (2,030) (2,910)

Reclassification – 364

Share of results 5,037 6,495

Distributions (3,851) (3,705)

Foreign exchange differences (13) (132)

Total 47,169 42,675

of which pledged – –

If the Group’s associates do not already apply IFRS, their results are converted to IFRS. Since no current financial data was available at the time of the preparation of Implenia’s consolidated financial statements, the net profit of such associates and the corresponding share belonging to Implenia are based on management estimates. Differences between the actual results and these estimates will be recognised in the 2012 consolidated financial statements.

Since no reviewed data is available at present for the 2011 financial year, figures are based on the prior year and adjusted in line with expectations for business performance in the current year.

Financial information as at 31.12.2011 31.12.2010CHF1,000 CHF1,000

Assets 374,732 344,683

Liabilities (223,397) (208,129)

Netassets 151,335 136,554

Revenue 251,561 215,931

Expenses (224,912) (190,185)

Netprofit 26,649 25,746

The figures shown are the total balance sheet and income statement positions, not merely Implenia’s share in these positions. The five most important associates (in terms of carrying amount) during the current financial year are:– MOAG Baustoffe Holding AG, Mörschwil– Reproad AG, Bremgarten– Catram AG, Chur– Argobit AG, Schafisheim– Kieswerk Oldis AG, Haldenstein

The five most important associates (in terms of carrying amount) during the previous year were: – MOAG Baustoffe Holding AG, Mörschwil– Reproad AG, Bremgarten– Catram AG, Chur– Argobit AG, Schafisheim– Parking Port d’Ouchy SA A full list of associates can be found in Note 38.



220–221

23 Otherfinancialassets31.12.2011 31.12.2010

CHF1,000 CHF1,000

As at 1.1 16,712 15,755

Additions 2,032 158

Disposals (9,124) (1,828)

Reclassifications – (364)

Impairments – (117)

Fair value adjustment 144 2,862

Change in scope of consolidation – 250

Foreign exchange differences – (4)

Total 9,764 16,712

Breakdown

Unlisted participations 7,185 6,516

Loans 2,557 10,174

Other financial assets 22 22

Total 9,764 16,712

of which pledged 534 –

24 Intangibleassets

IT projectsLicences and

software Brands

Customer list and order

book Goodwill Total


31.12.2011

Acquisition costs as at 1.1.2011 3,812 3,689 2,881 13,290 69,193 92,865

Additions – 1,042 – – – 1,042

Disposals – – – – – –

Change in scope of consolidation – – – 5,270 15,748 21,018

Foreign exchange differences – – – 244 756 1,000

Cumulativeacquisitioncostsasat31.12.2011 3,812 4,731 2,881 18,804 85,697 115,925

Cumulative amortisa-tions as at 1.1.2011 (3,812) (3,540) (2,681) (9,509) – (19,542)

Additions – (305) (200) (5,162) – (5,667)


Foreign exchange differences – – – (42) – (42)

Cumulativeamortisationsasat31.12.2011 (3,812) (3,845) (2,881) (14,713) – (25,251)

Netcarryingamountasat31.12.2011 – 886 – 4,091 85,697 90,674

of which pledged – – – – – –

of which with unlimited useful life – – – – 85,697 85,697

Residual life (years) – 3 – 1 n.a. –



222–223

IT projectsLicences and

software Brands

Customer list and order

book Goodwill Total


31.12.2010

Acquisition costs as at 1.1.2010 3,812 3,666 2,881 13,290 69,193 92,842

Additions – 24 – – – 24


Foreign exchange differences – (1) – – – (1)

Cumulativeacquisitioncostsasat31.12.2010 3,812 3,689 2,881 13,290 69,193 92,865

Cumulative amortisa-tions as at 1.1.2010 (3,812) (3,329) (2,482) (7,950) – (17,573)

Additions – (212) (199) (1,559) – (1,970)


Foreign exchange differences – 1 – – – 1

Cumulativeamortisationsasat31.12.2010 (3,812) (3,540) (2,681) (9,509) – (19,542)

Netcarryingamountasat31.12.2010 – 149 200 3,781 69,193 73,323

of which pledged – – – – – –

of which with unlimited useful life – – – – 69,193 69,193

Residual life (years) – 1 1 3 n.a. –

Goodwill is allocated to the relevant cash-generating units. The goodwill resulting from the acquisition of Bati-group is allocated across the relevant areas created by the internal reorganisation.

The recoverable amount of a cash-generating unit is determined by calculating its value in use by means of the discounted cash flow method. This calculation is based on the 2012 budget and the projected cash flows derived from the 2012–2014 business plan approved by management. Subsequent years’ cash flows are estimated based on the growth rates shown below.

Goodwill is distributed between the cash-generating units as follows:

31.12.2011 Change 31.12.2010CHF1,000 CHF1,000 CHF1,000

Implenia Construction AG – Infrastructure Construction 12,835 – 12,835

Implenia Construction AG – Tunnelling 15,596 – 15,596

Implenia Generalunternehmung AG 30,467 – 30,467

Implenia AS – Norway 16,504 16,504 –

Reuss Engineering AG 10,295 – 10,295

Total 85,697 16,504 69,193

Assumptions for the calculation of value in use:

Implenia Construction AG

Infrastructure Construction Tunnelling

Implenia GU AG

Implenia AS Norway Reuss Eng. AG

% % % % %

Gross margin 5.9% 8.7% 5.1% 7.0% 29.5%

Discount rate, pre-tax 7.8% 9.9% 9.9% 15.0% 9.9%

Post-business plan growth rate 1.0% 1.0% 1.0% 2.5% 0.5%

Management has defined the budgeted gross margin based on historical trends and expectations of future market development. The weighted average growth rates are in line with those for the construction industry in Switzer-land. Discount rates are pre-tax and reflect the specific risks faced by the segments concerned.

The impairment tests for goodwill did not lead to any need for impairment.



224–225

25 Currentandnon-currentfinancialliabilities31.12.2011 31.12.2010

CHF1,000 CHF1,000

As at 1.1 199,760 42,853

Additions 2,544 630,169

Disposals (431) (473,316)

Change in scope of consolidation 6,869 54

Foreign exchange differences 331 –

Total 209,073 199,760

Breakdown

Bond issue 198,128 197,741

Liabilities to banks and other financial institutions 796 1,077

Finance lease liabilities 9,279 376

Other financial liabilities 870 566

Total 209,073 199,760

Maturity

Less than 1 year 3,795 1,605

Between 2 and 5 years 204,481 316

Over 5 years 797 197,839

Total 209,073 199,760

As at 31 December 2011, Implenia had a cash limit of CHF 150 million and guarantee limit of CHF 450 million. The syndicated loan agreement runs until 30 September 2012.

In addition, Implenia has bilateral loan agreements with several banks in the amount of CHF 35.9 million (2010: CHF 28.3 million).

Non-current financial liabilities (between 1 and 5 years) include the bond issue for CHF 200 million placed on 12 May 2010. The bond pays interest of 3.125%, has a term of six years and matures on 12 May 2016. A bank consortium comprising Zürcher Kantonalbank and UBS AG placed the bond at an issue price of 100.269%. The bond is traded on the SIX Swiss Exchange (security number 11219351). The effective interest rate for calculating amortised cost is 3.356%.



26 Currentandnon-currentprovisions

Service guarantees

Onerous contracts Litigation

Restoration and

remediation Others Total


31.12.2011

As at 1.1.2011 3,564 46 5,608 27,455 2,428 39,101

Increase 52 – – 30 133 215

Used – – (1,132) (531) (1,094) (2,757)

Reversed (130) (46) (250) (4,275) – (4,701)

Change in scope of consolidation 332 – – – – 332

Foreign exchange differences 9 – – – (46) (37)

Totalasat31.12.2011 3,827 – 4,226 22,679 1,421 32,153

of which non-current – – – 5,892 – 5,892

31.12.2010

As at 1.1.2010 3,688 575 3,613 1,771 976 10,623

Increase – – 200 5,989 1,634 7,823

Used (80) – – (724) (7) (811)

Reversed – (529) – – (14) (543)

Change in scope of consolidation – – 1,800 20,419 – 22,219

Foreign exchange differences (44) – (5) – (161) (210)

Totalasat31.12.2010 3,564 46 5,608 27,455 2,428 39,101

of which non-current – – – 8,873 – 8,873

With the acquisition of Sulzer Immobilien AG, Winterthur, Implenia assumed provisions in the amount of CHF 22.2 million (see 2.3 Scope of consolidation).

Service guarantees concern completed projects. Related costs tend to be payable within two to five years.

226–227

The onerous contracts relate to rental guarantees. They generally extend over a period of two to three years. In 2011 and 2010 Implenia did not grant its customers any new rental guarantees. In one case in 2010, the provi-sion for rental guarantees was reduced.

The provisions for litigation mainly relate to litigation affecting inactive companies.

The provisions for restoration and remediation relate to future restoration costs of real estate, primarily gravel pits after they have been fully exploited. Provisions for restoration and remediation were reduced by CHF 4.3 million in 2011 due to planned projects, and recognised in the income statement.

27 Pensionplans

PensionfoundationThe largest pension plan (according to IFRS a defined benefit plan) is in Switzerland. The plan is financed by contributions from both the employer and employees. The plan takes the form of an independent foundation.

On 12 October 2011, the foundation board decided to gradually reduce the conversion rate at the age of 65 from 6.8% to 5.65%. The gradual reduction commences from 1 February 2012 and lasts for 4 years. This plan amendment has been taken into account as of 31 December 2011 as mentioned below.

The reduction in the defined benefit obligation arising from the immediate reduction of the conversion rate as at 1 February 2012 amounts to TCHF 35,395. This reduction is split into TCHF 18,090 representing negative past service cost and TCHF 17,305 representing a gain on plan curtailment. This split has been calculated on the basis of average past service years (10.1 years) and average expected future years of service (9.7 years). The transitional regulation on the gradual reduction results in an additional obligation of TCHF 5,160. As this regulation will only affect the retirements of the next 4 years, for which the benefits have already been accrued, the additional obli-gation has been deducted from the past service cost, resulting in a net past service gain of TCHF 12,930. The gain on plan curtailment in the amount of TCHF 17,305 has been offset against the unrecognised actuarial losses.

Detailed information about the pension plans are shown below.

31.12.2011 31.12.2010 CHF 1,000 CHF 1,000

Pension assets recognised in the balance sheet

As at 1.1. 12,411 5,177

Pension expenses (income) (21,957) (27,345)

Employer contributions 35,065 34,579

Total 25,519 12,411

2011 2010 CHF 1,000 CHF 1,000

Expenses recognised in the income statement

Current service cost 25,192 20,537

Past service cost / (gain) (12,930) –

Amortisation of unrecognised actuarial gains and losses 9,437 4,997

Expected return on plan assets (39,308) (40,214)

Interest cost 39,566 42,025

Total 21,957 27,345

The actual return on plan assets in 2011 was CHF 8.1 million (2010: CHF 21.9 million).

31.12.2011 31.12.2010 CHF 1,000 CHF 1,000

Funded status / recognition in balance sheet

Market value of plan assets 1,117,151 1,138,224

Defined benefit obligations (1,259,129) (1,346,324)

Surplus / (underfunding) (141,978) (208,100)

Unrecognised actuarial losses / (gains) 167,497 220,511

Pension assets recognised in the balance sheet 25,519 12,411

Detailed information on the assets of the pension plan and the defined benefit obligations is shown below.



228–229

31.12.2011 31.12.2010 CHF 1,000 CHF 1,000

Market value of plan assets

As at 1.1. 1,138,224 1,149,830

Expected return on plan assets 39,308 40,214

Actuarial gains / (losses) (31,206) (18,328)

Employer contributions 35,065 34,580

Employee contributions 29,990 30,540

Benefits deposited / (paid) (94,230) (98,612)

Total 1,117,151 1,138,224

31.12.2011 31.12.2010% %

Breakdown of plan assets

Real estate 17.9% 17.6%

Swiss equities 11.0% 11.2%

Foreign equities 16.4% 17.5%

Swiss bonds 33.3% 33.7%

Foreign bonds 17.2% 16.2%

Cash and cash equivalents 4.2% 3.8%

The plan assets include debt instruments of CHF 3.9 million (2010: none) of Implenia AG, but no equity instru-ments (2010: none). Furthermore, the pension fund assets include real estate used by Implenia worth CHF 25.0 million (2010: CHF 21.8 million).

31.12.2011 31.12.2010 CHF 1,000 CHF 1,000

Defined benefit obligations

As at 1.1. 1,346,324 1,326,694

Current service cost 25,192 20,537

Past service cost / (gain) (12,930) –

Plan curtailment (17,305) –

Interest cost 39,566 42,025

Employee contributions 29,990 30,540

Actuarial losses / (gains) (57,478) 25,140

Benefits deposited / (paid) (94,230) (98,612)

Total 1,259,129 1,346,324

The estimated employer contributions for 2012 amount to CHF 35.3 million (2011: CHF 34.5 million).

31.12.2011 31.12.2010

Actuarial assumptions

Discount rate 2.50% 3.00%

Expected return on plan assets 3.50% 3.50%

Expected salary increase 1.25% 1.25%

Inflation 1.25% 1.25%

Future pension increase 0.00% 0.00%

Mortality table BVG 2010 BVG 2005



230–231

2011 2010 2009 2008 2007Multi-year figures CHFm CHFm CHFm CHFm CHFm

Market value of plan assets 1,117 1,138 1,150 1,013 1,236

Defined benefit obligations (1,259) (1,346) (1,327) (1,214) (1,271)

Surplus / (underfunding) (142) (208) (177) (200) (35)

Experience adjustments to plan assets (31) (18) 97 (213) (8)

Experience adjustments to plan liabilities 110 8 (34) 42 –

The Foundation for Flexible Retirement (FAR): a defined contribution planImplenia’s industrial staff subject to the collective employment agreement may take voluntary early retirement from the age of 60. Bridging benefits are paid between the date of early retirement and normal retirement age by the Foundation for Flexible Retirement in the Construction Industry (FAR), which was established especially for this purpose. FAR, which was created by the SIB and SYNA trade unions and also the Société Suisse des Entrepreneurs, is funded by contributions from employers and employees. FAR benefits are funded through a pay-as-you-go system, so do not qualify for treatment as a defined benefit plan under IAS 19. Consequently, FAR is treated as a multi-employer defined contribution scheme. FAR prepares its accounts in accordance with Swiss pension legislation. On this basis, as at 30 June 2011, FAR had a funding ratio of 119.4% (June 2010: 112.8%). Implenia does not anticipate any payment obligations beyond the contributions initially planned. In 2011, Implenia paid FAR contributions totalling CHF 11.3 million (2010: CHF 11.1 million).

28 Deferred tax assets and liabilitiesWork in progress Raw materials

Property, plant and equipment

Intangible assets Pension assets Provisions Other items

Tax loss carryforwards Total

CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000

31.12.2011

Deferred tax assets as at 1.1.2011 – – – – – – – 1,610 1,610

Deferred tax liabilities as at 1.1.2011 (10,765) (10,982) (5,430) (737) (2,643) (10,101) (7,292) – (47,950)

Net deferred tax as at 1.1.2011 (10,765) (10,982) (5,430) (737) (2,643) (10,101) (7,292) 1,610 (46,340)

Credited / (debited) to the income statement (799) 1,567 (66) 538 (3,592) (3,729) (656) (1,088) (7,825)

Credited / (debited) directly to equity – – – – – – (31) – (31)

Change in scope of consolidation (1,519) 11 143 – – 19 (1,549) 121 (2,774)

Foreign exchange differences (65) – 6 – – – (63) 64 (58)

Net deferred tax as at 31.12.2011 (13,148) (9,404) (5,347) (199) (6,235) (13,811) (9,591) 707 (57,028)

Deferred tax assets as at 31.12.2011 – – 7 – – – – 707 714


Work in progress Raw materials





31.12.2010


Deferred tax liabilities as at 1.1.2010 (10,525) (1,158) (5,029) (1,222) (1,074) (5,217) (6,074) – (30,299)

Net deferred tax as at 1.1.2010 (10,525) (1,158) (5,029) (1,222) (1,074) (5,217) (6,074) 2,495 (27,804)

Credited / (debited) to the income statement (240) 1,499 (401) 485 (1,569) (1,087) (1,218) (885) (3,416)

Change in scope of consolidation – (11,323) – – – (3,797) – – (15,120)






232–233

28 Deferred tax assets and liabilitiesWork in progress Raw materials





31.12.2011




Credited / (debited) to the income statement (799) 1,567 (66) 538 (3,592) (3,729) (656) (1,088) (7,825)

Credited / (debited) directly to equity – – – – – – (31) – (31)

Change in scope of consolidation (1,519) 11 143 – – 19 (1,549) 121 (2,774)

Foreign exchange differences (65) – 6 – – – (63) 64 (58)

Net deferred tax as at 31.12.2011 (13,148) (9,404) (5,347) (199) (6,235) (13,811) (9,591) 707 (57,028)

Deferred tax assets as at 31.12.2011 – – 7 – – – – 707 714


Work in progress Raw materials





31.12.2010


Deferred tax liabilities as at 1.1.2010 (10,525) (1,158) (5,029) (1,222) (1,074) (5,217) (6,074) – (30,299)

Net deferred tax as at 1.1.2010 (10,525) (1,158) (5,029) (1,222) (1,074) (5,217) (6,074) 2,495 (27,804)

Credited / (debited) to the income statement (240) 1,499 (401) 485 (1,569) (1,087) (1,218) (885) (3,416)

Change in scope of consolidation – (11,323) – – – (3,797) – – (15,120)




Permanent differences for which no deferred taxes have been recognised:

31.12.2011 31.12.2010 CHF 1,000 CHF 1,000

Investments 207,177 225,490

Goodwill 85,697 69,193

Unused tax loss carryforwards by maturity:

Not capitalised Capitalised Total Not capitalised Capitalised Total

31.12.2011 31.12.2010 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000 CHF 1,000

1 year – – – – – –

2 years – – – – – –

3 years – – – – 4,395 4,395

4 years – – – 1 8 9

5 years – – – – – –

More than 5 years 107,737 3,435 111,172 102,821 3,595 106,416

Total 107,737 3,435 111,172 102,822 7,998 110,820

Tax loss carryforwards are capitalised when it is likely that taxable profits will be earned in future. The non-capitalised tax loss carryforwards mainly affect subsidiaries outside Switzerland which no longer carry out any operational activities.



234–235

29 Equity

29.1 Changes in share capitalThe 2011 General Meeting approved a par value repayment of CHF 0.90 per share, resulting in a total payment of CHF 16.6 million (2010: par value repayment of CHF 0.70). The share capital available for the par value repay-ment is equal to the share capital of Implenia AG, Dietlikon. The par value repayment made was determined in accordance with the provisions of the Swiss Code of Obligations.

29.2 Sale and use of treasury sharesIn total, 398,812 shares with a carrying amount of CHF 11.5 million (2010: 2,085,727 shares with a carrying amount of CHF 54.5 million) were sold or used for profit sharing schemes during the course of 2011. The result-ing loss of CHF 1.3 million (2010: gain CHF 5.7 million) was taken directly to capital reserves.

29.3 Outstanding shares

31.12.2009Changes

2010 31.12.2010Changes

2011 31.12.2011No. of shares No. of shares No. of shares No. of shares No. of shares

Total number of Implenia AG shares 18,472,000 – 18,472,000 – 18,472,000

Shares reserved for share-based payments 80,000 (80,000) – – –

Unreserved treasury shares 1,446,184 (1,235,167) 211,017 (32,011) 179,006

Total treasury shares 1,526,184 (1,315,167) 211,017 (32,011) 179,006

Total shares outstanding 16,945,816 1,315,167 18,260,983 32,011 18,292,994

As part of the placement of the block of shares in Implenia held by Laxey, Implenia acquired CHF 30 million of its own shares (6.5% of share capital) on 26 November 2009. A large portion of this block of shares was sold to various investors in 2010.

All shares are subscribed and fully paid up. As at 31 December 2011, all shares have voting rights and qualify for dividends, with the exception of 179,006 treasury shares (2010: 211,017 treasury shares).

31.12.2009Changes

2010 31.12.2010Changes

2011 31.12.2011Par value of

shares CHF 1,000

Par value of shares

CHF 1,000

Par value of shares

CHF 1,000

Par value of shares

CHF 1,000

Par value of shares

CHF 1,000

Share capital 64,652 (12,930) 51,722 (16,625) 35,097

Treasury shares (5,342) 4,751 (591) 251 (340)

Total share capital outstanding 59,310 (8,180) 51,131 (16,374) 34,757

As at 31 December 2011, the par value of a share amounted to CHF 1.90 (31.12.2010: CHF 2.80).

30 Earnings per share31.12.2011 31.12.2010

Data for calculating earnings per share

Consolidated profit attributable to shareholders of Implenia AG in CHF 1,000 60,264 51,470

Number of shares outstanding 18,292,994 18,260,983

Weighted average number of shares outstanding 18,233,119 17,880,142

Basic earnings per share CHF 3.31 CHF 2.88

Diluted earnings per share CHF 3.31 CHF 2.88

Undiluted earnings per share (EPS) are calculated by dividing the net income attributable to shareholders of Implenia AG by the weighted average number of shares outstanding during the period. The average number of treasury shares held and acquired by the Group is deducted from the number of shares outstanding.

31 Distribution of reserves from capital contributions / par value repayment

A par value repayment of CHF 0.90 per share was made for the 2010 financial year (2009: CHF 0.70 per share). The Board of Directors will propose a tax-exempt distribution of reserves from capital contributions of CHF 1.10 per share for the 2011 financial year to the General Meeting to be held on 4 April 2012. The balance sheet presented as at 31 December 2011 does not reflect the proposed distribution for 2011.



236–237

32 Contingent liabilities31.12.2011 31.12.2010

CHFm CHFm

As at 1.1 216.8 271.3

Change (41.6) (54.5)

Total 175.2 216.8

Implenia’s contingent liabilities relate primarily to outstanding guarantees (tender guarantees, warranties and performance bonds) for ongoing projects for own account, projects in joint ventures and tax disputes / litigation.

Implenia Bau AG, along with many other construction companies in the regional market for road building and civil engineering in the canton of Aargau, was the subject of an investigation launched in 2009 by the Federal Competition Commission. On 16 December 2011, the Competition Commission imposed a financial penalty of TCHF 591. The penalty is included in accrued expenses as at 31 December 2011 (2010: no provision).

Contractual commitments for capital expenditure31.12.2011 31.12.2010

CHFm CHFm

Real estate transactions 46.8 17.6

Property, plant and equipment 3.9 –

Total 50.7 17.6

33 Related party disclosures

According to the shareholder register, the following parties held more than 3% of share capital on the reporting date:

31.12.2011 31.12.2010% %

Parmino Holding AG 16.3% 16.0%

Maag Rudolf 10.8% 10.8%

Ammann Group 8.4% 8.4%

Chase Nominees Ltd. 4.7% 5.4%

EGS Beteiligungen AG 4.5% 8.4%



238–239

The following transactions took place between the Group and associates / joint ventures / staff pension plans and other related parties.

2011 2010 CHF 1,000 CHF 1,000

Sales to related parties



Other related parties 293 5

Purchases from related parties



Other related parties 1,268 1,043

31.12.2011 31.12.2010 CHF 1,000 CHF 1,000

Receivables from related parties



Other related parties 62 –

Payables to related parties



Other related parties 9 1

Key management personnelMembers of the Board of Directors of Implenia AG receive annual compensation for their activities, and addi-tional compensation for serving on board committees. Total compensation paid to the non-executive Board of Directors (excluding the Chairman) in 2011 was TCHF 1,538 (2010: TCHF 1,129).

Members of the Executive Committee of Implenia AG receive compensation comprising a fixed annual salary, variable compensation and reimbursement of expenses. The Group pays social security contributions on the above compensation and pension fund contributions. Members of the Executive Committee also participate in the employee share plan. The terms and conditions are disclosed in Note 2.9.

Total compensation of TCHF 2,810 was paid to former Members of the Executive Committee (2010: TCHF 1,719).

2011 2010 CHF 1,000 CHF 1,000

Short-term benefits 6,191 5,445

Post-employment benefits 589 413

Payments on termination of employment 216 –

Share-based payments 1,328 2,455

Total 8,324 8,313



240–241

34 Free cash flow

Implenia defines free cash flow as cash flow from operating activities, less acquisitions or disposals of non-current assets. The following table provides an overview of free cash flow:

2011 2010CHF 1,000 CHF 1,000

Free cash flow

Cash flow from operating activities 102,449 138,516

Investments in non-current assets (47,315) (45,967)

Disposals of non-current assets 24,346 14,515

Free cash flow before acquisition of subsidiaries 79,480 107,064

Acquisition of subsidiaries (12,169) (67,144)

Free cash flow after acquisition of subsidiaries 67,311 39,920

Free cash flow is not a financial indicator defined under IFRS and should not be interpreted as such. Free cash flow is not equivalent to cash flow from operating activities as defined under IFRS. 35 Events after the balance sheet date

The Board of Directors of Implenia AG approved these consolidated financial statements on 5 March 2012. On the same date, the Board of Directors proposed a tax-exempt distribution of reserves from capital contributions of CHF 1.10 per share, which will be submitted to the General Meeting to be held on 4 April 2012 for approval. If the resolution is approved, the total amount of the distribution will be CHF 20.3 million.

36 Foreign exchange ratesAverage rate Closing rate

2011 2010 31.12.2011 31.12.2010

European Union 1 EUR CHF 1.23 CHF 1.36 CHF 1.22 CHF 1.25

Ivory Coast / Mali 100 XOF CHF 0.19 CHF 0.21 CHF 0.19 CHF 0.19

Norway 100 NOK CHF 15.43 n.a. CHF 15.68 n.a.

United Arab Emirates 100 AED CHF 24.16 CHF 27.70 CHF 25.59 CHF 25.49

USA 1 USD CHF 0.89 CHF 1.02 CHF 0.94 CHF 0.94

37 Significant fully consolidated companies

NameShare-

holding Registered office Country Currency Capital Segment Held by

Développements transfrontaliers SA 100% Lyon F EUR 14,663,800 Miscellaneous and Holding Company Implenia Development AGGravière de La Claie-aux-Moines S.A. 66.67% Savigny CH CHF 1,500,000 Infrastructure Construction Implenia AGImplenia AS (formerly Betonmast Anlegg AS) 80.79% Oslo N NOK 4,095,432 Tunnelling Implenia Bau AGImplenia (Tessin) AG 100% Bioggio CH CHF 150,000 Infrastructure Construction Implenia AGImplenia Bau AG 100% Geneva CH CHF 40,000,000 Infrastructure Construction + Tunnelling Implenia AGImplenia Bau GmbH 100% Rümmingen D EUR 2,556,459 Infrastructure Construction Implenia Holding GmbHImplenia Cyprus Ltd. 100% Nicosia CY EUR 3,001 Prime Buildings Implenia AGImplenia Development AG 100% Dietlikon CH CHF 30,000,000 Project Development Implenia AGImplenia Generalunternehmung AG 100% Basel CH CHF 20,000,000 General Contracting / Services Implenia AGImplenia Global Solutions AG 100% Dietlikon CH CHF 100,000 Prime Buildings Implenia AGImplenia Holding GmbH 100% Rümmingen D EUR 3,067,751 Infrastructure Construction Implenia Immobilien AGImplenia Immobilien AG 100% Dietlikon CH CHF 30,600,000 Project Development Implenia AGImplenia Italia S.p.A. 100% Basiliano I EUR 250,000 Prime Buildings Implenia Bau AGImplenia Management AG 100% Dietlikon CH CHF 500,000 Miscellaneous and Holding Company Implenia AGImplenia Miljøsanering AS 90.08% Oslo N NOK 3,144,000 Tunnelling Implenia ASImplenia Österreich GmbH 100% Vienna A EUR 35,000 Tunnelling Implenia AGLindcon AS 65% Oslo N NOK 100,000 Tunnelling Implenia ASNorbridge AS 51% Stjørdal N NOK 3,000,000 Tunnelling Implenia ASReprojet AG 100% Zurich CH CHF 100,000 Infrastructure Construction Implenia AGReuss Engineering AG 100% Dietlikon CH CHF 100,000 General Contracting / Services Implenia AGRussian Land Implenia Ltd. 100% Moscow RU RUB 70,000,000 Prime Buildings Russian Land Implenia Holding Ltd.SAPA, Société Anonyme de Produits Asphaltiques 75% Satigny CH CHF 500,000 Infrastructure Construction Implenia AGSisag AG 100% Abidjan CI XOF 492,000,000 Infrastructure Construction Implenia AGSocarco Bénin Sàrl 100% Cotonou BJ XOF 1,000,000 Infrastructure Construction SISAGSocarco Burkina Sàrl 100% Ouagadougou BF XOF 10,000,000 Infrastructure Construction SISAGSocarco Mali Sàrl 100% Bamako RMM XOF 100,000,000 Infrastructure Construction SISAGTetrag Automation AG 100% Dietlikon CH CHF 100,000 General Contracting / Services Implenia AGTrachsel AG 100% Heimberg CH CHF 100,000 Infrastructure Construction Implenia AGTunnelteknikk AS 100% Eidsnes N NOK 2,800,000 Tunnelling Implenia ASZschokke Construction Sàrl 100% Lyon F EUR 76,225 Infrastructure Construction Zschokke France SAZschokke France SA 100% Lyon F EUR 914,694 Miscellaneous and Holding Company Implenia AG



242–243

37 Significant fully consolidated companies

NameShare-

holding Registered office Country Currency Capital Segment Held by

Développements transfrontaliers SA 100% Lyon F EUR 14,663,800 Miscellaneous and Holding Company Implenia Development AGGravière de La Claie-aux-Moines S.A. 66.67% Savigny CH CHF 1,500,000 Infrastructure Construction Implenia AGImplenia AS (formerly Betonmast Anlegg AS) 80.79% Oslo N NOK 4,095,432 Tunnelling Implenia Bau AGImplenia (Tessin) AG 100% Bioggio CH CHF 150,000 Infrastructure Construction Implenia AGImplenia Bau AG 100% Geneva CH CHF 40,000,000 Infrastructure Construction + Tunnelling Implenia AGImplenia Bau GmbH 100% Rümmingen D EUR 2,556,459 Infrastructure Construction Implenia Holding GmbHImplenia Cyprus Ltd. 100% Nicosia CY EUR 3,001 Prime Buildings Implenia AGImplenia Development AG 100% Dietlikon CH CHF 30,000,000 Project Development Implenia AGImplenia Generalunternehmung AG 100% Basel CH CHF 20,000,000 General Contracting / Services Implenia AGImplenia Global Solutions AG 100% Dietlikon CH CHF 100,000 Prime Buildings Implenia AGImplenia Holding GmbH 100% Rümmingen D EUR 3,067,751 Infrastructure Construction Implenia Immobilien AGImplenia Immobilien AG 100% Dietlikon CH CHF 30,600,000 Project Development Implenia AGImplenia Italia S.p.A. 100% Basiliano I EUR 250,000 Prime Buildings Implenia Bau AGImplenia Management AG 100% Dietlikon CH CHF 500,000 Miscellaneous and Holding Company Implenia AGImplenia Miljøsanering AS 90.08% Oslo N NOK 3,144,000 Tunnelling Implenia ASImplenia Österreich GmbH 100% Vienna A EUR 35,000 Tunnelling Implenia AGLindcon AS 65% Oslo N NOK 100,000 Tunnelling Implenia ASNorbridge AS 51% Stjørdal N NOK 3,000,000 Tunnelling Implenia ASReprojet AG 100% Zurich CH CHF 100,000 Infrastructure Construction Implenia AGReuss Engineering AG 100% Dietlikon CH CHF 100,000 General Contracting / Services Implenia AGRussian Land Implenia Ltd. 100% Moscow RU RUB 70,000,000 Prime Buildings Russian Land Implenia Holding Ltd.SAPA, Société Anonyme de Produits Asphaltiques 75% Satigny CH CHF 500,000 Infrastructure Construction Implenia AGSisag AG 100% Abidjan CI XOF 492,000,000 Infrastructure Construction Implenia AGSocarco Bénin Sàrl 100% Cotonou BJ XOF 1,000,000 Infrastructure Construction SISAGSocarco Burkina Sàrl 100% Ouagadougou BF XOF 10,000,000 Infrastructure Construction SISAGSocarco Mali Sàrl 100% Bamako RMM XOF 100,000,000 Infrastructure Construction SISAGTetrag Automation AG 100% Dietlikon CH CHF 100,000 General Contracting / Services Implenia AGTrachsel AG 100% Heimberg CH CHF 100,000 Infrastructure Construction Implenia AGTunnelteknikk AS 100% Eidsnes N NOK 2,800,000 Tunnelling Implenia ASZschokke Construction Sàrl 100% Lyon F EUR 76,225 Infrastructure Construction Zschokke France SAZschokke France SA 100% Lyon F EUR 914,694 Miscellaneous and Holding Company Implenia AG

38 Significant associates

NameSharehold-

ing Registered office Country Currency Capital

ARGE Deponie Schwanental 37.0% Eglisau CH CHF –

Argo Mineral AG 50.0% Aarau CH CHF 300,000

Argobit AG 40.0% Schafisheim CH CHF 1,200,000

Asfatop AG 50.0% Unterengstringen CH CHF 1,000,000

Associés Poste Enrobage en Commun (APEC) SA 20.0% Hauterive CH CHF 300,000

Bawag, Belagsaufbereitungsanlage Wimmis AG 24.0% Wimmis CH CHF 100,000

Belagswerk Rinau AG 25.0% Kaiseraugst CH CHF 1,000,000

Bewo Belagswerk Oberwallis (sp) 25.0% Niedergesteln CH CHF 1,500,000

Bioasfa SA 50.0% Bioggio CH CHF 900,000

Bipp Asphalt AG 27.5% Niederbipp CH CHF 1,000,000

BRZ Belags- und Recycling-Zentrum (sp) 33.3% Horw CH CHF 1,500,000

Catram AG 24.0% Chur CH CHF 1,000,000

Deponie Vorderland AG 33.3% Rehetobel CH CHF 150,000

Garage-Parc Montreux Gare SA 26.0% Montreux CH CHF 2,050,000

GU Kies AG 33.3% Schaffhausen CH CHF 450,000

Holcim Bétondrance SA 46.0% Martigny CH CHF 300,000

Kieswerk Oldis AG 26.4% Haldenstein CH CHF 1,200,000

Léchire S.A. 33.0% Fribourg CH CHF 100,000

Microlog SPA 50.0% San Giorgio I EUR 500,000

MIFAG Mischgutwerk Frauenfeld AG 10.0% Frauenfeld CH CHF 600,000

MOAG Baustoffe Holding AG 14.3% Mörschwil CH CHF 300,000

Mobival (sp) 26.0% Massongex CH CHF –

Parking Port d’Ouchy S.A. 24.0% Lausanne CH CHF 6,986,000

Prébit, Centre d’enrobage (sp) 25.0% Marin-Epagnier CH CHF 500,000

Pro Quarta (sp) 42.0% Alvaneu CH CHF 500,000

Remora AG 18.3% St. Gallen CH CHF 300,000

(sp) simple partnership



244–245

NameSharehold-

ing Registered office Country Currency Capital

Reproad AG 33.3% Bremgarten CH CHF 1,500,000

Sebal (sp) 22.0% Lyss-Büttenberg CH CHF –

Sebal Lyss AG 22.0% Lyss CH CHF 500,000

Seval – Société d’Enrobage du Valais central (sp) 83.0% Vétroz CH CHF –

SFR Société Fribourgeoise de Recyclage SA 21.0% Hauterive CH CHF 1,200,000

Siseg SA 21.1% Geneva CH CHF 500,000

Société Coopérative Les Terrasses 45.1% Versoix CH CHF 775,500

Société de recyclage de matériaux pierreux (sp) 40.0% Savigny CH CHF 95,443

Société d’exploitation du Mégastore d’Archamps – SEMA (sp) 30.0% Archamps F EUR 37,000

Société Romande de Recyclage – SRREC (sp) 37.5% Satigny CH CHF –

Tapidrance (sp) 60.0% Martigny CH CHF 1,000,000

Urner Belagszentrum (UBZ) (sp) 50.0% Flüelen CH CHF 1,000,000

Valbéton (sp) 50.6% Sion CH CHF 100,000

Valver (sp) 27.9% Martigny CH CHF 1,729,936

Wohnpark an der Kander GmbH 40.0% Rümmingen D EUR 204,517

wsb AG 50.0% Rafz CH CHF 500,000

(sp) simple partnership

Associates are recognised according to the equity method (see Note 2.15). Although the stakes held in Seval, Tapidrance and Valbéton are higher than 50%, these companies are accounted for as associates and the equity method is applied as Implenia does not have control over these companies. The composition of the Execu-tive Boards of the companies named does not allow Implenia to control these companies. By contrast, some companies in which Implenia holds a stake of less than 20% are recognised as associates as Implenia exercises significant influence over them.

Report of the statutory auditor to the Annual General Meeting of Implenia AG, Dietlikon

As statutory auditor, we have audited the consolidated financial statements of Implenia AG, which comprise the income statement, statement of comprehensive income, balance sheet, cash flow statement, statement of changes in equity, and notes (pages 156 to 245) for the year ended 31 December 2011.

Board of Directors’ responsibilityThe Board of Directors is responsible for the preparation and fair presentation of the consolidated financial state-ments in accordance with International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibilityOur responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law, Swiss Auditing Standards as well as the International Stan-dards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the as-sessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presenta-tion of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the consolidated financial statements for the year ended 31 December 2011 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with International Financial Reporting Standards (IFRS) and comply with Swiss law.

Report of the statutory auditor on the consolidated financial statements


246–247

Report on other legal requirementsWe confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors.

We recommend that the consolidated financial statements submitted to you be approved.

PricewaterhouseCoopers AG

Willy Wenger PhD Bendik HöhnAudit expert Audit expertAuditor in charge

Zurich, 5 March 2012

Income statements

1.1. – 31.12. 2011

1.1. – 31.12. 2010

CHF 1,000 CHF 1,000

INCOME

Income from investments 25,453 25,310

Income from sale of investments 1,367 7,522

Release of value adjustments and provisions 3,013 3,978

Financial income 17,841 15,044

Other income 2,123 3,104

Total 49,797 54,958

EXPENSES

Administration expenses 5,877 6,172

Financial expenses 23,310 27,103

Taxes 210 324

Profit for the year 20,400 21,359

Total 49,797 54,958

STATUTORY FINANCIAL STATEMENTS OF IMPLENIA AG

248–249

Balance sheets

31.12.2011 31.12.2010Notes CHF 1,000 CHF 1,000

ASSETS

Cash and cash equivalents 179,356 174,517

Treasury shares 1 4,460 6,292

Receivables from Group companies 215,921 221,741

Other receivables 1,740 4,432

Prepaid expenses and accrued income 3,600 5,780

Total current assets 405,077 412,762

Investments in Group companies 2 265,512 265,512

Investments in associates and other investments 2 1,555 1,556

Other financial assets – 2,000

Total non-current assets 267,067 269,068

Total assets 672,144 681,830

EQUITY AND LIABILITIES

Payables to Group companies 188,971 199,994

Trade payables 195 91

Other liabilities 5,194 8,274

Prepaid income and accrued expenses 5,681 5,144

Total current liabilities 200,041 213,503

Bond issue 7 200,000 200,000

Total non-current liabilities 200,000 200,000

Share capital 3 35,097 51,721

Statutory reserves

– General reserves 16,185 13,686

– Reserves for treasury shares 4,460 6,292

– Reserves from capital contributions 4 59,153 40,873

Free reserves – 20,780

Retained earnings

– Profit carried forward 136,808 113,616

– Profit for the year 20,400 21,359

Total equity 272,103 268,327

Total equity and liabilities 672,144 681,830

Notes to the statutory financial statements

1 Treasury shares (Implenia AG)2011 2011 2010

Number CHF 1,000 CHF 1,000

As at 1.1 211,017 6,292 38,890

Purchase 366,801 9,891 22,312

Sale and use for employees, Board of Directors (398,812) (11,491) (54,514)

Par value repayment – (232) (396)

As at 31.12 179,006 4,460 6,292

2 Investments2011 2010

CHF 1,000 CHF 1,000

Group companies (see Note 10) 265,512 265,512

Associates and other investments 1,555 1,556

3 Share capital

The articles of association provide for a conditional capital increase in the maximum amount of CHF 17,548,400 (9,236,000 fully paid-up registered shares at CHF 1.90 each). To date, there have been no conversion of condi-tional capital. The General Meeting of 19 April 2011 approved a partial repayment of CHF 0.90 of the par value of each share. The share capital was reduced by CHF 16.6 million to CHF 35.1 million.


250–251

Shareholders holding more than 3% of the share capital as at 31 December:

According to share register

31.12.2011 31.12.2010% %

Parmino Holding AG 16.3% 16.0%

Maag Rudolf 10.8% 10.8%

Ammann Group 8.4% 8.4%

Chase Nominees Ltd. 4.7% 5.4%

EGS Beteiligungen AG 4.5% 8.4%

4 Reserves from capital contributions

With a view to a possible distribution, the “Reserves from capital contributions” item is now disclosed separately as part of the statutory reserves. Confirmation of such was issued by the federal tax authorities on 25 January 2012. Under the capital contribution principle in effect since 1 January 2011, distributions from these reserves are for individuals in principle exempt from Swiss income and withholding tax.

5 Hidden reserves31.12.2011 31.12.2010

CHF 1,000 CHF 1,000

Net release pursuant to Art. 663b CO 3,013 3,710

6 Contingent liabilities31.12.2011 31.12.2010

CHF 1,000 CHF 1,000

Guarantees and contingent liabilities 24,346 19,600

Security for joint liability regarding the levying of VAT for the Group p.m. p.m.

As part of a syndicated loan agreement signed on 12 August 2009, Implenia AG issued a guarantee in the amount of CHF 660 million in favour of the bank consortium for the liabilities of Group companies.


7 Bond issue

On 12 May 2010, Implenia AG, Dietlikon issued a bond in the amount of CHF 200 million. The bond pays inter-est of 3.125%, has a term of six years and matures on 12 May 2016. A bank consortium comprising Zürcher Kantonalbank and UBS AG placed the bond at an issue price of 100.269%. The bond is traded on the SIX Swiss Exchange (security number 11219351).

8 Risk assessment

Group-wide risk assessment, which facilitates the early identification and evaluation of risks, as well as the im-plementation of appropriate risk-reduction measures, is carried out every half-year and focuses mainly on project risks and financial risks. Using a bottom-up process based on risk maps for each project and unit, the results of all the individual risk and opportunity assessments are consolidated. As part of the accounting and control process, Group Risk Management reports twice a year to the Executive Committee, the Audit Committee and the Board of Directors.

9 Compensation paid to members of the Board of Directors and members of the Executive Committee

9.1 Remuneration paid to serving members of governing bodies

Total remuneration paid to members of the Board of Directors and the Executive Committee in 2011 amounted to TCHF 8,324 (2010: TCHF 8,313), including shares assigned, severance payments, social security contributions and additional fees.

Total remuneration paid to serving members of the Executive Committee is shown in the table below.


252–253

Executive Committee 2011Fixed

remu-neration

One-time remu-

neration

Variable remu-

neration Shares assigned1

Social security

expenses Total

CHF 1,000 CHF 1,000 CHF 1,000 Number CHF 1,000 CHF 1,000 CHF 1,000

Beat Fellmann 500 – 175 3,500 83 193 951

Other members of the Executive Committee in office 1,407 – 504 23,331 552 562 3,025

Former members of the Executive Committee –

– Hanspeter Fässler 680 100 125 27,500 672 315 1,892

– Peter Bodmer 557 – 161 – – 200 918

Total 3,144 100 965 54,331 1,307 1,270 6,786

Hanspeter Fässler was CEO of Implenia from 1 January 2011 to 30 September 2011. As at 31 December 2011, Hanspeter Fässler has left Implenia. As part of his severance package, Hanspeter Fässler will receive salary pay-ments of TCHF 216, including social security contributions, which are included in the above amounts.

For the period from 1 January 2011 to 30 September 2011, Anton Affentranger was the Non-executive Chair-man of the Board of Directors. On 1 October 2011, he became CEO of Implenia and retired from the Board of Directors on the same date.

Executive Committee 2010Fixed

remu-neration

One-time remu-

neration

Variable remu-

neration Shares assigned1

Social security

expenses Total

CHF 1,000 CHF 1,000 CHF 1,000 Number CHF 1,000 CHF 1,000 CHF 1,000

Hanspeter Fässler 300 100 93 14,338 449 144 1,086

Other members of the Executive Committee in office 1,873 – 813 28,523 911 782 4,379

Former members of the Executive Committee –

– Anton Affentranger 450 – 32,400 945 1,395

– Others 208 – 53 – 63 324

Total 2,831 100 959 75,261 2,305 989 7,184

1 Implenia Ltd shares, security number 00238 6855, nominal value CHF 1.90 (2010: CHF 2.80)


For the period from 1 January 2010 to 31 August 2010, Anton Affentranger was Executive Chairman of the Board of Directors and CEO of Implenia, and he was a member of the Executive Committee until 30 September 2010. Hanspeter Fässler joined the company on 1 July 2010 and became CEO on 1 September 2010. Anton Af-fentranger became the Non-executive Chairman of the Board of Directors on 1 October 2010.

The variable component of remuneration is paid out in cash or shares in the following year.

Total remuneration paid to Non-executive Members of the Board of Directors is as follows:

Non-executive Board of Directors, 2011

Basic fees

Attendance fees and

one-time fees Shares assigned1)

Social security expenses Total

CHF 1,000 CHF 1,000 Number CHF 1,000 CHF 1,000 CHF 1,000

Anton Affentranger, Chairman (until 30.09.2011) 135 80 1,834 52 32 299

Markus Dennler, Chairman 120 90 917 26 30 266

Hans-Beat Gürtler, Vice-Chairman 70 85 688 20 22 197

Patrick Hünerwadel, Member 90 60 – – 21 171

Moritz Leuenberger, Member (since 01.04.2011) 55 70 – – 17 142

Theophil Schlatter, Member (since 01.04.2011) 45 45 – – 12 102

Toni Wicki, Member 100 60 741 21 23 204

Philippe Zoelly, Member 60 60 688 20 17 157

Total 675 550 4,868 139 174 1,538


254–255

Non-executive Board of Directors, 2010

Basic fees

Attendance fees and

one-time fees Shares assigned1

Social security expenses Total

CHF 1,000 CHF 1,000 Number CHF 1,000 CHF 1,000 CHF 1,000

Anton Affentranger, Chairman 141 27 1,703 48 26 242

Markus Dennler, Vice-Chairman 98 89 852 24 26 237

James Lionel Cohen, Member 15 6 – – 3 24

Claudio Generali, Member 11 11 639 18 4 44

Ian Andrew Goldin, Member 15 6 – – 3 24

Hans-Beat Gürtler, Member 40 32 – – 10 82

Urs Häner, Member 11 5 639 18 3 37

Patrick Hünerwadel, Member 75 46 – – 17 138

Toni Wicki, Member 78 56 852 24 19 177

Philippe Zoelly, Member 51 41 639 18 14 124

Total 535 319 5,324 150 125 1,129

1 Implenia Ltd shares, security number 00238 6855, nominal value CHF 1.90 (2010: CHF 2.80)

No severance payments were made during 2011 and 2010.

9.2 Remuneration paid to former members of governing bodies

Remuneration of TCHF 2,810 (2010: TCHF 1,719) was paid to former members of governing bodies whose term of office has ended.


9.3 Assignment of shares during the year

The number of shares assigned in 2011 to members of the Executive Committee and related persons was 54,331 (2010: 75,261).

The number of shares assigned in 2011 to non-executive members of the Board of Directors and related persons was 4,868 (2010: 5,324).

9.4 Shareholdings

As at 31 December 2011, the number of shares held by members of the Executive Committee and related per-sons was 342,675, which represents 1.9% of the share capital (2010: 285,132 or 1.5%). This figure includes any shares acquired in a private capacity.

Members of the Executive Committee (current and former)Number of shares, as at Shares blocked until

31.12.2011 31.12.2010 2012 2013 2014

Anton Affentranger, CEO 216,013 209,179 23,554 34,853 1,834

Beat Fellmann, CFO 17,600 10,600 2,333 8,267 7,000

Luzi Reto Gruber, Head of Industrial Construction Division 23,338 16,890 5,000 7,400 6,448

Arturo Henniger, Head of Infrastructure Construction Division 29,828 22,227 6,201 8,605 7,601

René Zahnd, Head of Real Estate Division 4,000 250 – 1,000 3,000

Members of the Executive Committee who left in 2011

– Hanspeter Fässler 24,338 5,000 – 5,000 19,338

– Peter Bodmer 27,558 20,986 6,572 7,322 6,572

Total 342,675 285,132 43,660 72,447 51,793

As at 31 December 2011, the number of shares held by non-executive members of the Board of Directors and related persons was 20,817, which represents 0.1% of the share capital (2010: 16,783 or 0.1%). This figure includes any shares acquired in a private capacity.


256–257

Non-executive Board of DirectorsNumber of shares, as at Shares blocked until

31.12.2011 31.12.2010 2012 2013 2014

Markus Dennler, Chairman 5,201 4,284 977 852 917

Hans-Beat Gürtler, Vice- Chairman 688 – – – 688

Patrick Hünerwadel, Member 1,340 1,340 – – –

Moritz Leuenberger, Member – – – – –

Theophil Schlatter, Member 1,000 – – – –

Toni Wicki, Member 8,372 7,631 733 852 741

Philippe Zoelly, Member 4,216 3,528 733 639 688

Total 20,817 16,783 2,443 2,343 3,034

9.5 Options

Implenia AG has no stock-option remuneration scheme.

9.6 Additional fees and remuneration

The sum of additional fees and remuneration invoiced in the 2011 financial year by members of the Board of Directors or the Executive Committee and related persons was CHF 0 (2010: CHF 0).

9.7 Loans to directors and officers

No loans have been granted to any members of the Board of Directors or any members of the Executive Com-mittee or related persons.

9.8 Highest total remuneration

The member of the Executive Committee with the highest overall remuneration is disclosed in the tables in Note 9.1.

10 Significant shareholdingsName Shareholding Registered office Currency Capital

Gebr. Ulmer GmbH 100% Bruchsal (D) EUR 25,565 Gravière de La Claie-aux-Moines S.A. 66.67% Savigny CHF 1,500,000 Gust. Stumpf Verwaltungs GmbH & Co KG 100% Bruchsal (D) EUR 511,292 Implenia (Tessin) AG 100% Bioggio CHF 150,000 Implenia Bau AG 100% Geneva CHF 40,000,000 Implenia Cyprus Ltd. 100% Nicosia (CY) EUR 3,001 Implenia Development AG 100% Dietlikon CHF 30,000,000 Implenia Generalunternehmung AG 100% Basel CHF 20,000,000 Implenia Global Solutions AG 100% Dietlikon CHF 100,000 Implenia Immobilien AG 100% Dietlikon CHF 30,600,000 Implenia Management AG 100% Dietlikon CHF 500,000 Implenia Österreich GmbH 100% Vienna (A) EUR 35,000 Reprojet AG 100% Zurich CHF 100,000 Reuss Engineering AG 100% Dietlikon CHF 100,000 SAPA, Société Anonyme de Produits Asphaltiques 75% Satigny CHF 500,000 Sisag AG 100% Abidjan (CI) XOF 492,000,000 Swiss Overseas Engineering Company 100% Geneva CHF 200,000 Tetrag Automation AG 100% Dietlikon CHF 100,000 Trachsel AG 100% Heimberg CHF 100,000 Zschokke France SA 100% Lyon (F) EUR 914,694 Zschokke Holding Deutschland GmbH 100% Berlin (D) EUR 3,067,751



258–259

Proposal of the Board of Directors regarding the appropriation of available earnings

Proposal of the Board of Directors regarding the appropriation of available earnings2011

CHF 1,000

Profit carried forward 136,808

Profit for the year 20,400

Dissolution from reserves from capital contributions 20,122

177,330

The Board of Directors proposes to the General Meeting the following appropriation of available earnings and reserves:

Distribution of a dividend of 20,122

To be carried forward 157,208

177,330

Total distribution of dividend 20,122

Of which from reserves from capital contributions (20,122)

Of which from other reserves and available earnings –

The Board of Directors will propose a tax-exempt distribution of CHF 1.10 per share from the reserves from capital contributions to the General Meeting of 4 April 2012. As of 31 December 2011, the assumed dividend amounted to approximately CHF 20.1 million. The total dividend amount results from multiplying the dividend per share amount with the number of shares outstanding entitled to dividend payment at the dividend record date (13 April 2012). Until the dividend record date, this number of shares can change.

Report of the statutory auditor on the financial statements


Report of the statutory auditor to the Annual General Meeting of Implenia AG, Dietlikon

As statutory auditor, we have audited the financial statements of Implenia Ltd, which comprise the balance sheet, income statement and notes (pages 248 to 259), for the year ended 31 December 2011.

Board of Directors’ responsibilityThe Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material mis-statement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements for the year ended 31 December 2011 comply with Swiss law and the company’s articles of incorporation.

260–261

Report on other legal requirementsWe confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 SCO and article 11 AOA) and that there are no circumstances incompatible with our independence.

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

PricewaterhouseCoopers AG

Willy Wenger PhD Bendik HöhnAudit expert Audit expertAuditor in charge

Zurich, 5 March 2012

Locations, contact addresses and terms

Alpnach

Andermatt

Chur

St. Moritz

Davos

Bioggio Lugano

Engelberg

La Chaux-de-Fonds

Delémont

Moutier

Fribourg

Echandens Renens

Genève/Onex

Sierre Visp

Sion

Martigny

Neuchâtel

Schaffhausen

Kreuzlingen

St. Gallen

HerisauGossau

Gams

Glarus

SiebnenPfäffikon/

Freienbach

Luzern

Zug/Cham

InwilGisikon

Steinhausen

Hergiswil

Baden

Diessenhofen

Aarau/Buchs

Rafz

St. Margrethen

Teufen

Appenzell

Buchs SG

GoldachKradolf/Schönenberg a.d.T.

Romanshorn

Wil

Grabs

Algetshausen

Bischofszell

Frauenfeld

Ebnat-Kappel

Uznach

Rümlang/Regensd.

Affoltern a.A.Oberentfelden

LenzburgDietlikon/Wallisellen

Winterthur

AltstättenBühler

Studen

Solothurn

OltenBalsthal

Liestal

Basel

Augst

Rümmingen (DE)

Wattenwil

InterlakenSpiez

Vétroz

Zweisimmen

Meiringen

Biel/Bienne

Mels

Zernez

Scuol

Bern

KonolfingenAltdorfSchattdorf

Schwyz

Reiden

Jona

Zürich/Oerlikon

For details on individual locations, visit www.implenia.com

contactscontact for investorsBeat Fellmann, Head of Corporate Center and CFOPhone +41 44 805 45 00 – Fax +41 44 805 45 01 – E-mail [email protected]

contact for the mediaPhilipp Bircher, Head of CommunicationsPhone +41 44 805 45 23 – Fax +41 44 805 45 20 – E-mail [email protected]

Key datesMedia and analysts’ conference on the 2012 half-year result – 30 August 2012Media and analysts’ conference on the 2012 annual result – 26 February 2013


CHF 1,000 CHF 1,000


EBIT divisions 93,529 76,997 21.5%



EBITDA 140,489 112,552 24.8%

Free cash flow 67,311 39,920 68.6%


Order book 3,153,915 3,070,314 2.7%



Equity 543,528 495,484 9.7%









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iMPlenia in brief









2011-Implenia-GB-ee

Documents

implenia annual report

implenia real estate

building construction

construction industry

construction services

switzerland of tomorrow

range of building services

classic road construction