Sea transhipment  Zeeland Seaports total in commodity (x 1,000 tons)

Sea transhipment Zeeland Seaports total in manifestation (x 1,000 tons)

Development sea transhipment Zeeland Seaports, period 1998-2008 (x 1,000 tons)

Development number of sea-going vessels Zeeland Seaports, period 1998-2008

Transhipment by inland shipping Zeeland Seaports total in commodity (x 1,000 tons)

Transhipment by inland shipping Zeeland Seaports total in manifestation (x 1,000 tons)

Development in inland shipping Zeeland Seaports, period 1998-2008 (x 1,000 tons)

Development number of inland shipping vessels Zeeland Seaports, period 1998-2008

Terneuzen is increasingly taking shape as a sustainable port and industrial zone. There has been a lot of hard work in various locations along the Ghent-Terneuzen Canal to make the best sustainable cluster in this region. The two most obvious projects are Valuepark Terneuzen and Biopark Terneuzen , where sustainable co-operation between companies plays an important role.

Valuepark Terneuzen

A good example of sustainable synergy is the Valuepark Terneuzen. Valuepark Terneuzen is a joint venture of Zeeland Seaports and Dow Benelux. Started in 2004, this business park on the Mussel Banks close to Dow Benelux is increasingly taking shape.

 
With the opening of the Bertschi rail terminal in May, Valuepark can now provide a complete package of logistics services to the chemical industry, where use can be made of all transport modes.

Goods on Valuepark Terneuzen can now be stored and transhipped and transported via water, rail, road and pipeline. In the coming years, we will focus on the acquisition of chemically-oriented industries for establishment here. A condition for this is that these businesses and Dow can reinforce each other in some way. For example, by being able to make use of each other's waste products or by-products.

Biopark Terneuzen

Valuepark Terneuzen is part of the so-called Biopark concept. Biopark Terneuzen is a concept in which links are created between companies. These so-called smart links will make a sustainable contribution to the environment and furthermore strengthen employment prospects in the region.

 
In November, the Biopark concept was reinforced with a new concrete example of smart linking through the completion of Roosendaal Energy's biodiesel factory close to Heros. In the factory, biodiesel will be made from primarily vegetable and animal oils and fats.

In this concept, WarmCO₂ BV was also established in 2008. This should ensure that the future market garden area under glass on the Axelse Vlakte will be supplied with the waste heat and CO₂ originating from industries established in the area, such as Yara in Sluiskil. For the supply, at the end of 2008 a start was made with the construction of a 10-kilometre long pipeline system. At the beginning of December, Zeeland Seaports underwrote the realisation of this project to ensure that this important component of the market gardening project is actually completed.

The market gardening project itself has meanwhile also had a substantial run-up. There has been talk of greenhouses near Terneuzen since 2000. However, now in 2008 the first land has been issued to market gardeners and in October, the Information and Training Centre for Market Gardening (VOC) was opened by State Secretary Abutaleb. This VOC will train people from the border region and retrain them for work in the greenhouse complex. The greenhouses will in time provide work for 800 to 1000 people.

Autrichehaven

One of the big projects on which Zeeland Seaports has concretely worked in 2008 is the extension of the Autrichehaven. In 2008, the port was extended from 255 to over 850 metres. With this, phases 2 and 3 of this project will be completed at once and the capacity of this region for shipping-related activities will be greatly increased. The Axelse Vlakte will become an important port area for the further development of Zeeland Seaports. To this end, around 70 hectares of land is available for the establishment of quay-related businesses.

Where Terneuzen must form a sustainable cluster, the focus of Zeeland Seaports is on containerisation for Vlissingen-Oost. In addition, there is naturally space for other developments. In 2008, the construction of the Sloe power station on the former Hoechs site commenced; one of the projects for the refurbishment of this site on the Van Citters Canal. The Sloe power station will be an environmentally-friendly, gas-fired plant, the construction of which will provide work for 900 people at its peak. Before construction could commence, the necessary work was done in the area of the infrastructure around the plant in the preparation by Zeeland Seaports.

Issue of FMT site

In 2008, the issue of the last large consolidated site in Vlissingen-Oost was started. On the Quarleshaven there is a site of around 50 hectares. It is a combination of land that was bought back from aluminium producer ZALCO by Zeeland Seaports and the site of the Flushing Marine Terminal, which went bankrupt in the 1990s. At the end of 2008, the procedure had not yet led to a definitive candidate for establishment. It will be clear that the current economic situation has had a great effect on this project. But also nature, in the middle of our port area, has an important role. In the spring of 2008, we were surprised by the presence of a colony of spoonbills that has started breeding on the site. Naturally, these spoonbills will not prevent the ultimate development of the site but Zeeland Seaports is trying to anticipate the nature values present in the port by means of writing a Port Nature Plan. Not only to be prepared for the execution of works, but also to look together with the various nature organisations into possible sustainable solutions to allow nature to retain a place within the port area.

New Sloe line

In October, the new Sloe line was opened. A new, modern, quiet and safe programme with which the availability of Vlissingen-Oost for transport by rail has been further increased. The opening of this line was also a good time for the discussions concerning the line 11 desired by us, to bring about the connection from the Zeeland line to the goods line near Antwerp and possibly accelerate the decision making about this. Goods transport by rail, provided that it is within the bounds of the current regulations, will provide an excellent alterative to transport by road. It is a much more sustainable form of transport, particularly over long distances. Together with inland navigation, transport by rail will also receive the full attention of Zeeland Seaports in the coming years.

Start of construction activity in Scaldiahaven

This is also a large project for Zeeland Seaports on the Vlissingen side. Because in 2008, a definite start was made with work for the further development of the Scaldiahaven. On the one side the extension of the quay for the Verbrugge Scaldia Terminal to about 1.2 kilometres, on the other side the construction of the Scaldia Container Terminal. This terminal will offer, besides the handling of project cargo amongst other things, the first deepsea container accommodations in our port and thereby will be an important development for the future.

WCT

Naturally, in 2008 (primarily behind the scenes) there was also hard work on the final realisation of the Westerschelde Container Terminal. The most important achievements were the publication of the M.E.R. starting note and the organisation of a public information meeting, where the public was informed about the standpoints of various stakeholder parties such as Zeeland Seaports, the Chamber of Commerce, PSA/HNN and also the Zeeland Environmental Federation.

The WCT remains an important project for the future of Zeeland Seaports. If we wish to retain an important position as a sea port in this region, then container transhipment must be increased. After all, in 2008 50% of all goods was shipped in sea containers, while in Zeeland's ports less than one per cent of the goods was transhipped in containers.

Management and maintenance

It is naturally not only the large projects with which the future of our ports is assured. In 2008, various maintenance activities also took place in both Terneuzen and Vlissingen-Oost on harbours, quays, roads and railway lines, among other things.

Vessels that call at Zeeland Seaports, pay for this. Furthermore, Zeeland Seaports receives ground rent from businesses that are established within the port area. The more land Zeeland Seaports can issue, the more the income from this activity. In 2008, a total of 14 ha of land were newly issued.

Land in Zeeland's ports is becoming increasingly scarce. Particularly in Vlissingen-Oost, the managed area is becoming rather full. The land still lying waste in Vlissingen-Oost concerns primarily plots for which an option has been issued to the businesses already present, in connection with possible future plans for expansion. When a company establishes itself in an area, they often wish to retain the possibility to expand in situ. In Vlissingen-Oost, the policy of Zeeland Seaports is focused on handling the land still available as sustainably as possible. That is to say, among other things, we look critically at the activities of businesses wishing to establish themselves in our area.

On 31 December 2008 the organisation of Zeeland Seaports was as follows:

The daily management of the organization is in the hands of the managing director mr. J. van der Hart.

The Board of Management of Zeeland Seaports is formed by the Executive Board and the General Management Board. Mr P.J. Filius was secretary to both boards in 2007.

Executive board

As of 31 December 2008, the composition of the Executive Board of Zeeland Seaports was as follows:

• Mr. A.J.G. Poppelaars, Chairman, Zeeland Provincial Executive
• Mr. M.J. de Bruijne, Municipality of Borsele
• Mr. A.M.G. van Waes, Municipality of Terneuzen
• Mr. P.F. Polderman, Municipality of Vlissingen

General management board

As of 31 December 2008, the composition of the General Management Board was as follows:

• Mr. A.J.G. Poppelaars, Chairman, Zeeland Provincial Executive
• Mr. M. Wiersma, Zeeland Provincial Executive
• Mr. M.J. de Bruijne, Municipality of Borsele
• Mrs. M.M.D. Vermue-Vermue, Municipality of Borsele
• Mr. J.M. van Schaik, Municipality of Terneuzen
• Mr. A.M.G. van Waes, Municipality of Terneuzen
• Mr. P.F. Polderman, Municipality of Vlissingen
• Mr. J. Suurmond, Municipality of Vlissingen

At the end of 2008 there was a personnel completement of 67:

Currently, Zeeland Seaports is a joint venture. The joint venture is a solid legal form with which we have set up a good organisation, since our merger into one port authority.

The disadvantage of this arrangement is that it is less simple to react quickly and adequately to market developments. In view of the ambitions of Zeeland Seaports, this is precisely an important point for attention and gives the port authority a preference for independence. For this reason, in 2008 a process was started to come to a definite decision concerning the independence of Zeeland Seaports in 2009.

The Strategic Master Plan for 2009-2020 also saw daylight in 2008. The market developments up to 2008 and the fact that the Policy View for 2005-2015 had already been realised on a number of points and in other cases was outdated, was the motive for writing this master plan, which at the end of 2008 was and still is a draft and must be finalised in 2009.

In the Strategic Master Plan, a new mission and new objectives were formulated: Zeeland Seaports has the mission of the maintenance and development of the port clusters in Vlissingen and Terneuzen. Included in this mission, maintaining and stimulating port-related industry and employment in Zeeland and facilitation of the goods flows are the main objectives. Zeeland Seaports is guided in this mission by three strategic objectives: the application of sustainability, innovation and market effects.

For the coming years, this means the following:

• Up to 2020, Zeeland Seaports wishes to grow to 50 million tons of transhipment by sea and 40 million tons of transhipment by inland navigation
• Zeeland Seaports wishes to achieve this by containerisation, among other things 
• Zeeland Seaports wishes to be a sustainable port
• New investments will have to comply with a number of minimum efficiency requirements. Or rather: the advancement of employment is at the forefront, under the condition however that Zeeland Seaports invests in developments that can be recovered financial.

In 2008 there was further work on the implementation of PortXcs , the new port management system that will replace the Zeeland Port Information System (ZHIS).

With PortXcs, communication among the various parties involved in dealing with vessels and their cargoes will be greatly improved and simplified. The planning is that the first phase of this project will be operating by the end of April 2009, after which the second and final phase will be active in mid-June.

In the area of public affairs and promotion, the necessary work was realised by Zeeland Seaports. The objective is to put Zeeland Seaports on the map internationally as the ports for handling goods and the ideal place of business for new companies.

Furthermore, it is the task of Zeeland Seaports to inform the surrounding area about the developments in the port. Together with the ZPPC, a well-attended Open Port Day was organised in Vlissingen-Oost. There were also joint appearances at various exhibitions such as the Contacta in Goes and different trade shows in Paris, Shanghai and Sao Paulo.

In the field of Public Affairs, our efforts concerning access to the Gent-Terneuzen Canal in the Strategic Advice Forum deserve to be mentioned. Zeeland Seaports is also benefited by an improvement in the nautical access of the sluice complex. In this discussion we have emphatically pointed out the importance of the dry infrastructure, such as the rail connection Axel-Zelzate and the doubling of the Tractaatweg. After all, achieving a good waterway connection may not mean that the development of other infrastructure should come to a standstill.

Consolidated balance sheet as per 31 december 2007 (businessunits Terneuzen en Vlissingen, x €1,000)

In the framework of the optimisation of interest risk management, a derivates transaction was concluded at the end of 2004. Moreover, a premium was paid in 2004 for the conclusion of a cap (interest ceiling). The amount of depreciation of the purchase price is determined by the benefits achieved as a result of these transactions in the fiscal year concerned.

The valuation of the balance sheet items occurs at the nominal value - unless stated otherwise. The tangible fixed assets are generally valued at the historical cost price. This is reduced by any investment subsidies and linear depreciation, which is based on the estimated lifetime. There is no depreciation for land costs for the industrial buildings.

Valuation of the building land stock as of 31December 2008 takes place for each land complex at historical cost price or lower market value, which means in this context the replacement costs (acquisition of land and costs of preparation for building).

As a consequence of the change in the valuation system for building land as of 2000, from 1 January 2001 the interest charges on the book value are also added to the stock of building land insofar as the market value permits.

In case of a land issue, the stock of building land is credited at the costprice of the sold or leased sites. The difference with the issue price is for the benefit or deficit of the reserve unrealised results of the real-estate unit.

The objective of the maintenance provision is to equalise the effects on the annual operating results. The starting point is that in this period of 10 years, the status of the provision does not end up under point zero. In view of the balance of the provision as of 31 December 2008, it can be concluded that together with future donations, it will be sufficient. The regular maintenance costs are deducted directly from the profits. The maintenance planning was again actualised in 2008. As a result of this, the contribution has been adjusted downwards.

The newly-formed provision Port Waste Plan concerns the ship's waste costs charged to vessels that visit the ports. If a number of conditions are fulfilled, these costs are refunded. The whole of these activities should be budget neutral. Due to changes in the rates and changes in the Port Waste Plan in 2007, the excess balance or rather the status of this provision, should be paid back to the consumers.

The interest risk on the loans with a typical interest term of < 1 year (see also cash loans under floating liabilities) is covered by means of interest derivates.

Consolidated profit and loss account 2008 (businessunits Terneuzen and Vlissingen, x €1,000)

Elucidation of the consolidated profit and loss account as of 31 december 2008 (amounts x €1,000)

Revenues

Operating expenses

A number of maintenance items are related to incidental maintenance operations for which the costs fluctuate highly
over the years. The costs for these specific items are equalised over the years by means of a maintenance provision.
The regular maintenance costs are absorbed directly via the profits. The contribution to the provision was again
established in 2008 by means of an actualised maintenance planning with a scope of 10 years.

On the basis of the service provision agreement with ESM, part of the maintenance costs is charged to ESM on the basis of a fixed distribution key.

The average loan debt over 2008 amounted to approximately € 126 million, for which an average interest of 4.9% was paid. The sum of € 3.4 million interest was added to the stock of building land in 2008.

Payment of a certain proportion of the port dues received concerning the shipping traffic in the Braakmanhaven was continued. A certain proportion of the port dues received related to shipping traffic in the Braakmanhaven is charged on.
The until 2001 estimated payment of port dues under this item in relation to the Inner and Outer harbours in Vlissingen was cancelled as of 1 January 2001 as a result of premature termination of the ground rent contract. A lump sum was paid in 2000 for this premature termination. The depreciation of the lump sum (of € 890,000) is accounted for under this item as of 2001. The 5% waste collection levy with which the inner port dues was increased from 1993, are paid to the Stichting Afvalstoffen Binnenvaart.

According to the ESM collaboration agreement, the costs of commercial services are borne by ESM from 28-3-2003.

Profit

In the elucidation, the ‘not yet allocated profit' under equity capital is composed as follows:

Introduction

We have audited whether the accompanying abbre--viated financial statements of Zeeland Seaports in Terneuzen, for the year 2008 have been derived consistently from the audited financial statements of Zeeland Seaports in Terneuzen, for the year 2008. In our auditors' report dated 4 June 2009 we expressed an unqualified opinion on these financial statements. Management is responsible for the preparation of the abbreviated financial statements in accordance with the accounting policies as applied in the 2008 financial statements of Zeeland Seaports. Our responsibility is to express an opinion on these abbreviated financial statements.

Scope

We conducted our audit in accordance with Dutch law. This law requires that we plan and perform the audit to obtain reasonable assurance that the abbreviated financial statements have been derived consis-tently from the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, these abbreviated financial statements have been derived consistently, in all material respects, from the financial statements.

Emphasis of matter

For a better understanding of the company's financial position and results and the scope of our audit, we emphasize that the abbreviated financial statements should be read in conjuction with the unabridged finan-cial statements, from which the abbreviated financial statements were derived and our unqualified auditors' report thereon dated 24 April 2008. Our opinion is not qualified in respect of this matter.

Middelburg, August  7th, 2009

Deloitte Accountants B.V.

Was signed: W.A. de Leeuw MGA RA