management report 2011

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MANAGEMENT REPORT 2011

BRUSSELS SOUTH CHARLEROI AIRPORT S.A.

ORDINARY GENERAL MEETING, 15/06/2012

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1/ The Board of Directors

BSCA’s Board of Directors is made up as follows:

Laurent LEVEQUE Chairman

Valérie LEBURTON Vice Chairman

Jean-Jacques CLOQUET* Managing Director

Leonardo BELLODI Director

Carlos BOURGEOIS Director

Anne Sophie CHARLE Director

Christophe CLERSY* Director

Marc DENEVE Director

Antonio DI SANTO Director

Georges DUTRY Director

Dominique HAUSMAN Director

Jean-Marie HOSLET Director

Thierry HUBERT** Director

Christophe JONLET Director

Louis Marie PIRON Director

Anne PRIGNON Director

Paolo SIMIONI Director

Philippe SUINEN Director

Luc VUYLSTEKE Director

Laurent COLLET Government Observer

Renaud LORAND*** Government Observer

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Observations:

* At its meeting of 27th January 2011, the General Meeting appointed Christophe CLERSY

and Jean-Jacques CLOQUET as directors until 10th December 2014, the second of whom

has been given the task of the day-to-day management of the company, as well as the

role of company representative by the Board of Directors after making its decision on

22nd December 2010.

** At its meeting of 17th June 2011, the General Meeting confirmed the appointment of

Thierry HUBERT, elected during the meeting of the Board of Directors on 26/05/11 as a

category C Director, for a term that will end on 10th December 2014.

*** On 8th March, the Walloon Government appointed Ludivine Gauthier as a Government

Observer, without voting rights, to the BSCA’s statutory boards and committees as a

replacement for Renaud Lorand, who has resigned.

At its meeting of 17th June 2011, the General Meeting acknowledged the resignation of

Enrico MARCHI as a Director.

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2/ SHAREHOLDERS

Since the Extraordinary General Meeting of 10th December 2009

SHAREHOLDERS NUMBER OF SHARES OWNED

Category A

REGION WALLONNE

loco SOGEPA

3,450

SOWAER 2,815

SAMBRINVEST S.A. 2,390

IGRETEC S.C. 289

Category B

SABCA S.A. 83

Category C

BELGIAN AIRPORT s.a 3,450

Number of registered shares 12,477

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3/ Observations on events in 2011

3.1 Major events in 2011

3.1.1 Opening of 4 new boarding gates

As part of our managed growth phase (2011-2015), 4 new

boarding gates were created in record time (4 months), which

means that we can offer our passengers more convenience,

and also guarantee pleasant working conditions for our staff.

3.1.2 Launch of the Master Plan for the next 20 years

Launch of a study regarding the long and medium-term

development plan (Brussels South Charleroi Airport Master Plan).

The first phase involves planning the development of facilities

over a period of 20 years by incorporating the major parameters

such as the development of the aviation sector, the Charleroi

catchment area, development of technical resources etc.

3.1.3 20 years

The keywords associated with these events were solidarity,

inclusivity and reputation.

Inclusivity:

The following events were organised:

A launch evening for the 20-year plan with our Partners at

the Museum of Photography (March 2011);

Drawing competition for primary and secondary school

children (May 2011);

Start of the Tour de la Région Wallonne from the former

Terminal (July 2011);

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Health and Safety weekend in collaboration with the

federal police (September 2011);

Airport community evening (September 2011);

Indoor Cycling marathon in the former Terminal

Reputation

Commemoration of the tenth anniversary of the WTC

attacks, in the presence of New York Firefighters

(September 2011);

An introduction to flying for 600 underprivileged children,

in collaboration with Ryanair and Total;

Video by DJ Joss Freedom in collaboration with JetairFly

(over 100,000 hits on YouTube and other sites);

Gala evening in the presence of the Princess Royal, two

federal Ministers and 2 regional Ministers;

Production of a book as part of the 20-year plan

(published at the beginning of 2012).

Solidarity

Télévie (Belgian fundraising telethon) €25,000;

Cap 48 (Belgian fundraising campaign) €20,000, plus

income from the sale of the DJ Joss CD;

Association Papillon: €7,000;

Introduction to flying for 600 underprivileged children.

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3.1.4 Implementation of an action plan for 2011-2015 called “Gestion

de la croissance maîtrisée” (“managing controlled growth”)

In light of our airport’s success, and given the existing

infrastructure, BSCA’s Management has taken various measures

since early 2011, in agreement with the Board of Directors. These

are part of a commitment to controlled growth, with a view to

guaranteeing an acceptable quality of service for our

passengers and appropriate working conditions for our staff as

well as our partners (airline companies, concessionaires and

suppliers).

Examples:

- Measures connected to passenger services:

o Extension of car park capacity: construction of a

long-stay car park with 1,500 spaces, offering

attractive prices for longer periods;

o Doubling the bathroom facilities in the baggage

reclaim area;

o Tripling the exits in the baggage reclaim area.

- Measures connected to working conditions:

o Enlargement of the RX zone: 3 additional lines;

o Division of the number of check-in counters

according to the number of items of luggage

expected on the basis of a statistical study, thus

reducing waiting times for passengers when

checking in their luggage;

o Introduction of an outdoor guidance system so that

maximum use can be made of airplane parking

spaces;

o Purchase of 4 Powerstow baggage conveyor belts to

be used within the hold and helping to improve the

working conditions for our baggage handlers;

o Introduction of a break at night on the runway, on

the one hand to help operations at the end of the

day (returning aircraft based there), and to help with

preparation for the teams starting the day (first

Wave) on the other;

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o Introduction of trainers on the ground, as well as a

hands-on management policy;

o Organisation of work into geographical areas in

consultation with staff to reduce unnecessary

movement on the runway.

A reflection process is underway regarding staff who

deal with passengers;

o Increase in staff numbers above and beyond airport

ratios in order to make up for the disadvantages

caused by the small size of facilities.

(Use of fixed term temporary employment contracts

to take the seasonality of our business into account:

moving from having 12 planes based here in the

winter season to 19 in the summer).

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3.2 Aviation activities

Sales income from airlines (refuelling, excess baggage, ticket sales etc.)

is €5,498,000, equivalent to €1.87/departing passenger.

While waiting for the work to extend the current infrastructure to be

completed, BSCA has decided to take an approach based on

controlled growth. In 2011, the number of passengers grew by 14%.

Ryanair, Jetairfly and Wizzair have continued to develop by intensifying

their presence at Brussels South Charleroi Airport. 16 new destinations

have been launched.

In terms of airline companies, we have seen a general rise in the

number of passengers compared to 2010: +58% for Jetairfly and +14%

for Ryanair.

A total of 243 ad hoc flights were recorded in 2011 (compared to 182 in

2010), mainly divided into positioning flights (84%) and ad hoc flights

(10%).

In 2011, Ryanair introduced 12 new destinations and increased flight

frequencies to other destinations.

Jetairfly has based a 3rd plane for the summer, and launched 3 new

destinations, namely Athens, Alicante and Oran. As in 2010, flights to

Antalya were operated by Freebird Airlines on behalf of Jetair.

Wizz Air launched one new destination, namely Belgrade.

In terms of passenger load factors for airline companies, the following

changes were observed:

Passenger load factor 2010 2011 Change Y-1

All airlines 77.73% 79.60% 2%

Ryanair 77.08% 78.67% 2%

Wizzair 79.07% 81.54% 3%

Jetairfly 86.83% 89.21% 3%

Jet4you 77.76% 76.87% -1%

Freebird Airlines 86.04% 81.29% -6%

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In terms of airline companies’ market share, the following changes

were observed:

Market share 2010 2011

Ryanair 82.70% 83.00%

Wizzair 7.9% 6.50%

Jetairfly 6.00% 8.30%

Jet4you 2.00% 1.60%

Freebird Airlines 0.40% 0.30%

2005

2006

2007

2008

2009 2010

2011

Number of

passengers

1,873,651

2,166,915

2,458,980

2,957,026

3,937,187

5,195,372

5,901,007

Total number

of movements

61,212

66,480

70,725

79,487

81,726

80,009

85,597

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3.3 Marketing and Communication activities

Marketing and communication activities targeted 3 different sectors:

tourism, aviation (airline companies) and the general public. In most

cases, the activities organised make use of marketing and

communication.

3.3.1 Marketing & Communication

As far as the aviation sector is concerned, collaboration with airline

companies present on the airport site has been very proactive. Every 6

months, a marketing plan and a communication plan are presented to

them and approved.

For the general public, the purpose of the campaigns collaborated on

by both the marketing and communication departments was to raise

the profile of the destination network, improve the airport’s reputation

and promote the lines that need support. Examples of activities include:

the creation of a Facebook page, updated every day, the Road Show

(a bus travelling through Belgium, Luxembourg and northern France

promoting BSCA), involvement in travel shows and various radio

partnerships with, among others, BelRTL, NRJ and MNM (formerly Radio

Donna). Since the beginning of this year, Youtube.com is also showing

different videos of the airport and various associated events.

3.3.2. Marketing

In 2011, promotion of the airport and its services within the tourism

industry (travel agencies, tour operators, tourist information offices) was

intensified and customised, with the introduction of a monthly

newsletter, involvement in travel industry events including both annual

Jetair Affair events, the Travel Magazine Gala and the reception for

members of the national tourist office association (ANTOR) at BSCA.

3.3.3 Communication

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The 2011-2013 Communication Plan was written: “L’alternative qui

s’impose” (the obvious alternative).

In terms of internal communication, the department is responsible for

producing the internal magazine (“Entre Nous”), which comes out once

every 3 months. Every day, they look at the media coverage of BSCA,

its partners and issues connected to the airport, with a view to carrying

out a press review.

When it comes to external communication, there are two main target

audiences (apart from airline companies): the press and the general

public (travellers or potential travellers).

In 2011, the airport organised 10 press conferences to present the

development of its airline companies, the new services available at the

airport, as well as events put on within the terminal. 46 press releases

were sent out. 7 press trips were organised in collaboration with tourist

offices and airline companies to promote new destinations or those

needing support.

Communication targeting the general public uses a number of different

channels. First of all there is “Gate” magazine, which the airport gives

out to passengers in the terminal free of charge. Its purpose is to

promote routes in need of help, and to encourage passengers to want

to go there. Another goal is to promote the services available at the

airport and become a money maker.

In order to promote the lines that need support, 3 promotional

campaigns have been designed and published in B2B publications as

well as used in the terminal.

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3.4 Commercial concessions

Our non-aviation commercial income rose by 11% compared to 2010.

We have a range of car parks that are easy to use and accessible, with

prices to suit our passengers.

The Economy car park, which is a bit further away from the Terminal,

was launched over two years ago. This car park is opened occasionally

and during very busy times where there are lots of passengers. In 2012,

this car park will be redesigned to cater for long-term customers.

The “Brussels City Shuttle” bus is set to increase its frequency (every 20

mins.) to the main Brussels-Midi station. To avoid passengers having to

queue, a booking service has been launched via the website, and

ticket machines are located outside the terminal.

A shuttle service between Brussels South Charleroi Airport and the

Luxembourg region has been introduced. It has been such a success

that the frequency has been increased to 15 shuttle buses a day, so 30

return trips every day, between Charleroi airport and Arlon,

Luxembourg centre (3 stops), Thionville and Metz. In order to optimise

access via the shuttle buses, a shuttle service will be introduced in 2012

to Lille station and Antwerp.

In the public part of the terminal and in the boarding area, the

restaurant and bars offer a broad range of dishes and sandwiches to

eat before flights. In the summer, a PAUL kiosk was opened in the

boarding area, and a Leonidas shop can be found in the arrival area.

A petrol station, carwash, 5 car hire companies, a travel agency, a

bookshop, a sweetshop, a duty free shop, a florist and a toyshop

complete our range of concessions.

As part of the services we offer our passengers, we have increased the

Internet points (terminals and areas), and we have launched services

such as the fast lane and the corporate card.

The airport has grown and developed its welcome desk. This service is

available for passengers as an information and reception point and to

market our products in the BSCA colours.

During November 2011, BSCA carried out a survey among its

passengers with a view to understanding their expectations in terms of

commercial outlets and redesigning the airside area accordingly.

There were a number of “mystery shoppers” who visited the HoReCa

outlets to establish what was offered to customers and the quantity and

quality of the dishes available.

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BSCA plans to repeat these kinds of surveys in the future in order to

continue to improve the service that we offer our passengers.

Revenue from the different concessions represents a total income of

€23,909,554.91 for the airport, equivalent to €8.15 per departing

passenger.

The largest profits are generated by the car parks, the shuttle service to

Brussels, HoReCa and the Duty Free shop.

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3.5 Human resources

In 2011, the number of employees at BSCA rose by 28 people between

1st January and 31st December 2011.

This represents a total of 406.45 full-time equivalents as of 31st

December 2011.

Staff

numbers

Staff

numbers

Staff

numbers

Staff

numbers

Staff

numbers

Staff

numbers

Staff

numbers

Staff

numbers

Staff

numbers

Staff

numbers

Staff

numbers

Staff

numbers

FTE FTE FTE FTE FTE FTE FTE FTE FTE FTE FTE FTE

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

TOTAL 394.92 389.99 391.46 415.06 420.63 429.08 440.44 444.47 446.93 432.93 410.99 406.45

FTE

Clerical 236.95 233.99 234.46 238,55 245.19 252.3 243.73 250,13 252,09 246,69 232,25 226,7

FTE Manual 157.97 156 157 176.51 175.44 176.78 196.71 194.34 194.84 186.24 178.74 179.75

TOTAL 394.92 389.99 391.46 415.06 420.63 429.08 440.44 444.47 446.93 432.93 410.99 406.45

360

370

380

390

400

410

420

430

440

450

460

Staff numbers 2011

FTE

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The majority of these jobs are based on permanent contracts.

BSCA currently has more clerical staff than manual labourers (57%

clerical compared to 43% manual).

The male/female division is as follows: 30% women compared to 70%

men.

BSCA has a youthful population; our average age is 34.

Managing absenteeism remains a daily task.

We have introduced a new procedure for workplace accidents, which

is proving useful.

3.5.1. Training

BSCA attaches particular importance to training. This essentially

involves operational training. In 2011, 13,170 hours of training

were provided for all staff at BSCA.

3.6 Management of environment measures by the SOWAER

Spurred on by the Walloon Government’s determination as well as by

the legal stability acquired in 2005, the Société Wallonne des Aéroports

(Walloon Airport Authority, SOWAER) has continued and improved its

handling of communication from local residents within the context of

managing environmental measures in the areas around Wallonia’s two

airports.

Lastly, the ongoing monitoring of sound levels, compliance with noise

reduction procedures and information for local residents remain the

main ongoing actions of the Sowaer.

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Management of environmental measures

3.6.1 Acquisition of buildings in zones A’ and B’ of the P.E.B. (Plan

d’exposition au bruit, noise exposure plan) and soundproofing in

zones A’ to D’

Within the context of an agreement with the Walloon Region,

buildings and land in zones A’ and B’ of the Charleroi airport

P.E.B. were purchased by IGRETEC on the SOWAER’s behalf.

On 31/12/2011, 167 buildings had been bought, and 2,394

buildings had been soundproofed.

The following statistics have been provided by the SOWAER:

PEB zones A’ B’ C’ D’ Total

Charleroi – completed

- soundproofing

- purchases

5

76

114

91

606

0

1,669

0

2,394

167

Charleroi – underway

- soundproofing

- purchases

10

37

20

58

144

0

775

0

949

95

3.6.2 Relocation allowances for tenants of buildings in zones A’ and B’

of Charleroi.

On 31st December 2011, 25 relocation allowances had been

paid to tenants who had moved from zones A’ and B’.

3.6.3 Compensation for commercial difficulties in zones A’ and B’ of

the P.E.B.

On 31st December 2011, 6 payments had been paid to people

who had been working in zone A’ or B’ and who had moved or

stopped this work.

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3.7 Board of Directors, Management Committee,

Nomination and Remuneration Committee and

Strategic Committee

The General Meeting acknowledges the resignation of Enrico MARCHI,

a Director, by a letter dated 11/05/2011 and confirmed by the Board of

Directors.

The General Meeting will be asked to confirm the nomination of Thierry

HUBERT, who was elected during the meeting of the Board of Directors

on 26/05/11 as a category C Director, for a term ending on 10th

December 2014.

At its meeting of 27th January 2011, the General Meeting appointed

Christophe CLERSY and Jean-Jacques CLOQUET as directors until 10th

December 2014, the second of whom has been given the task of the

day-to-day management of the company, as well as the role of

company representative by the Board of Directors after making its

decision on 22nd December 2010.

The Walloon government appointed Mr COLLET and Mr LORAND as

Government Observers on 19th May 2010.

The managing bodies are composed as follows:

Management Committee

In 2011, the Management Committee is composed as follows:

- Laurent LEVEQUE, Chairman

- Valérie LEBURTON, Vice Chairman

- Jean-Jacques CLOQUET, Managing Director

- Paolo SIMIONI, Director

Nomination and Remuneration Committee

- Laurent LEVEQUE, Chairman

- Valérie LEBURTON, Vice Chairman

- Jean-Jacques CLOQUET, Managing Director

- Carlos BOURGEOIS, Director

- Paolo SIMIONI, Director

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Strategic Committee

- Laurent LEVEQUE, Chairman

- Jean-Jacques CLOQUET, Managing Director

- Carlos BOURGEOIS, Director

- Paolo SIMIONI, Director

Board of Directors

- Laurent LEVEQUE, Chairman

- Valérie LEBURTON, Vice Chairman

- Leonardo BELLODI, Director

- Carlos BOURGEOIS, Director

- Anne Sophie CHARLE, Director

- Christophe CLERSY, Director

- Jean-Jacques CLOQUET, Director

- Marc DENEVE, Director

- Antonio DI SANTO, Director

- Georges DUTRY, Director

- Dominique HAUSMAN, Director

- Jean-Marie HOSLET, Director

- Thierry HUBERT, Director

- Christophe JONLET, Director

- Louis-Marie PIRON, Director

- Anne PRIGNON, Director

- Paolo SIMIONI, Director

- Philippe SUINEN, Director

- Luc VUYLSTEKE, Director

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4/ Observations on the annual accounts

All the amounts mentioned in this paragraph are in THOUSANDS OF EUROS,

unless indicated otherwise.

4.1 Profit and Loss

4.1.1. Sales and Services

Sales in 2011 were clearly directly affected by the rise in the

number of passengers recorded during the year (+10.5% rise in

turnover for +13.6% in terms of passengers).

The main sources of this rise are the profits from handling

activities (+16.78%), income from commercial concessions

(+10.48%) and the income we receive from airline companies,

mainly for ticketing, refuelling and excess baggage (+10.81%).

The total for sales and services was EUR 87,476 for 2011,

compared to EUR 81,387 in 2011, so an increase of 7.5 %.

4.1.2. Cost of sales and services

The entry for “Miscellaneous goods and services” rose to EUR

39,631 compared to EUR 39,349 in 2010. The running costs for

BSCA Security were EUR 13,703 compared to EUR 13,745 for 2010.

In order to deal with the increase in passenger numbers,

additional staff were taken on. This led to an increase in staff

costs of 18.7%, rising to EUR 25,465 compared to EUR 21,459 in

2010.

Capital allowance was EUR 2,833 for 2011 compared to EUR

2,149 in 2010. This increase can be explained by, among other

things, 4 new departure lounges and vehicle capital allowance.

The total for the “Cost of sales and services” was EUR 70,843

compared to EUR 66,162 in 2010.

4.1.3. Financial income

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Financial income rose (121.10%) as a result of a slight rise in

interest rates and increased investments compared to 2010.

4.1.4. Pre-tax profit

The pre-tax profit was EUR 16,505 compared to a profit of EUR

14,952 in 2010. Taxes on profit were EUR 5,195.

4.1.5. Profit to be allocated

The profit from this period to be allocated was EUR 10,469

compared to a profit of EUR 9,994 in 2010.

The Board of Directors therefore recommends that the General

Meeting distribute a dividend of EUR 6,815. This is made up of a

preferred dividend for Belgian Airport of EUR 1,884 and an

ordinary dividend for the other shareholders of EUR 4,931. The

profit to be carried forward was EUR 19,336.

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4.2 Balance sheets

4.2.1. Assets

Fixed assets increased, rising from EUR 22,324 in 2010 to EUR

26,178 in 2011. This increase can be explained by the

construction of 4 new departure lounges.

Accounts receivables went from EUR 11,576 to EUR 10,198,

following the increase in our sales and services.

Short-term investments and cash assets also rose, increasing from

EUR 23,143 in 2010 to EUR 26,689 in 2011.

4.2.2. Liabilities

Equity rose to EUR 28,655 instead of EUR 24,191 in 2010.

Debts more than one year old mainly represent the long-term

share in the funding for the oil tank infrastructure.

Trade debts rose from EUR 13,744 to EUR 15,194.

As far as dividend pay-outs are concerned, the Board of

Directors incorporated the position of the majority shareholder.

However, it did express its concern regarding the funding by the

public authority of necessary investments and asks for more

clarification of this issue.

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5/ IMPORTANT EVENTS AFTER THE END OF THE YEAR, AND

CIRCUMSTANCES THAT MIGHT HAVE A SIGNIFICANT INFLUENCE ON

THE COMPANY’S DEVELOPMENT

5.1. Development of aviation activities

After a relative drop in activities traditionally seen over the winter, BSCA

is preparing for a summer that should once again break all records, with

the presence of 19 planes based at the airport (16 Ryanair and 3

Jetairfly) from 01/04/2012.

5.2. Master Plan

To support development, BSCA released an invitation to tender with a

view to preparing a Master Plan. The purpose of this is to plan out the

site’s growth over the next 20 years, starting in 2011. Aertec was

selected at the end of the tender process. The first working meetings

took place during the first quarter of 2012.

5.3. Economy car park

During the second quarter of 2012, repair work on the old south

economy car park began. It was due to be finished for the summer.

New signage was introduced and a roundabout was built to relieve

traffic around the terminal.

5.4. Airplane parking

Studies looking at the creation of 14 new airplane parking lots also

began. The estimated budget for this project is 14 million, and it will be

carried out by the SOWAER in collaboration with BSCA’s technical

teams.

5.5. Redesign of the Airside zone

2012 should also see the completion of work on the airside commercial

area.

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N/A.

N/A.

8/ Financial instruments

BSCA does not use financial instruments.

6/ Research and development

7/ Indications relating to the existence of a subsidiary

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9/ Description of the main risks and uncertainties

9.1. Risks connected to the appeal against permits

On 1st February 2005, the City of Charleroi granted the SOWAER an

environmental permit.

On 14th February 2005, the planning officer and technical officer

granted the single permit for the first investment phase for Charleroi

airport.

Having exhausted all internal appeal processes, the residents’

association filed appeals to suspend and annul these with the Council

of State. The appeals to suspend the permits were rejected by the

Council of State on 17th January 2006. The appeals to cancel them

were still underway on 31st December 2011.

9.2. Risks connected to residents’ civil appeals

A number of residents brought proceedings against BSCA and the

Walloon Region in November 2003, to demand compensation for

damages for faults allegedly committed by BSCA and the Walloon

Region, who they claim, in substance, authorised flights producing

sound levels over and above the authorised limits, as well as flights that

breached the provisions of the decree of 23rd June 1994 relating to

airport opening times.

In the ruling of the Charleroi Tribunal de Première Instance on 30th

March 2004, movements contrary to article 1b of the decree of 23rd

June 1994 were prohibited, with penalties, and a legal assessment was

ordered to determine any excess noise for the residents concerned.

On 1st February 2005, the Mons Court of Appeal amended the ruling,

confirming the legal assessment, and asked the Court of Arbitration for

preliminary rulings for the moment when, after 1st April 2004, the decree

had been modified to relax a number of disproportionate restrictions

related to running the airport.

The Court of Arbitration ruled that the decree of 1st April 2004 did not

breach the constitution.

After the end of the current year (the expert has submitted his draft

report to the parties), the case will be heard again and examined on its

merits to assess the damages that the residents claim they have

suffered.

The expert’s report, whose conclusions supported BSCA and the

Walloon Region, was submitted to the Charleroi Tribunal de Première

Instance de Charleroi on 23rd January 2008.

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The case has not seen any developments during 2011.

9.3. Decontamination of the South fuel station

In accordance with a Walloon decree, the ground must be cleaned up

as soon as activities cease at the South station. A fund of €95,000 has

been entered in the accounts for 31/12/2010.

The work is due to start during the 2nd quarter of 2012.

9.4. Dependency on one main client

RYANAIR is currently BSCA’s main client and generates over 80% of its

passengers. This presence could discourage other companies from

developing their business in Charleroi.

However, it is worth highlighting the growing success of WIZZ Air and Jet

Air Fly (3 planes based at Charleroi).

9.5. Risk connected to the existence of a consultancy

contract

A consultancy contract terminated in December 2009 does pose a

problem. The legislation governing public contracts and statutory

signature requirements was not respected, which means that this

contract is not applicable in terms of its financial implications.

Invoices raised by this consultant have been sent to BSCA. These were

included in the accounts for 31st December 2010, but they were

disputed immediately by BSCA on the basis of this same issue.

The consultant started legal proceedings against BSCA to secure

payment for the disputed invoices.

A claim for damages was also submitted by the SOWAER against BSCA

to the Charleroi Commercial Court.

9.6. Conflict of interests for a director

During the year, Naitec, a subsidiary of the SAVE group, was awarded

the contract for the airplane parking management software, worth

€147,500. During the vote to award the contract, the Directors

representing Belgian Airport left the meeting.

Below is an extract from the minutes of the meeting of the Board of

Directors on 23/6/2011, which ratified the decision:

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“Parking control”

The representatives of Belgian Airport are asked to leave the meeting.

The Chairman reminds those present that during the last meeting, the

Board of Directors authorised Mr Lambrechts to enter into a negotiated

procedure to arrive at a price that matches the budget, namely

150,000 EUROS. This order is driven by urgency.

The memo, which was approved by our legal advisors, was addressed

to the Directors, with the exception of category C Directors.

Mr Lambrechts, acting within the context of the authority granted him

by the special power of attorney given by the Board of Directors during

its meeting of 27th January 2011, recommended to the Management

Committee that it award the contract to N-AITEC for 147,500 Euros.

Mr Deneve points out that, as SAVE does each time it is involved in a

BSCA contract, it will express reservations about the awarding of the

contract.

The Directors unanimously agree that the contract should be awarded

to N-AITEC.

Messrs. Simioni, Bourgeois, Jonlet and Hubert rejoin the meeting.”