COLAS : Annual results

• Revenue is stable: €13 B • Net profit attributable to the Group: €312 M (€302 M in 2012) • Dividend proposal: €7.26 per share • High level of work-on-hand: €7.1 B (+6%)

The Board of Directors of Colas, chaired by Mr. Hervé Le Bouc, met on February 24, 2014 to finalize the 2013 financial statements that are to be submitted to the Annual General Shareholders' Meeting on April 15, 2014.

Consolidated key figures

Revenue is stable at 13.0 billion euros in a sluggish global economy

Revenue for the financial year 2013 amounted to 13.049 billion euros, stable from 2012 when revenue totaled 13.036 billion euros (+1% in France, -1% for international operations). At constant scope and exchange rates, revenue is up 0.5%. Revenue attributable to external growth totaled 155 million euros, which does not offset an unfavorable foreign currency effect of 194 million euros, pursuant to the fall of a number of currencies versus the euro.

Roads

Inmainland France, revenue totaled 5.2 billion euros, stable compared to 2012.

After a first half year marked by particularly unfavorable weather, the Group was able to make up for the resulting construction delays during the second half year. The road market remains characterized by geographic disparities as far as volume is concerned. Weaknesses in the road market were counterbalanced by public transport and urban development projects.

InEurope, revenue amounted to nearly 1.5 billion euros, essentially unchanged from 2012 (+0.3% at constant scope and exchange rates). Northern Europe is stable and central Europe gained ground slightly.

InNorth America, revenue came in at 2.4 billion euros, down 6% (-5% at constant scope and exchange rates).

In the United States, revenue decreased a slight 2% at constant scope and exchange rates. Forecast recovery in the road market did not occur.

In Canada, revenue remains high, but recorded an 8% decrease compared to record figures in 2012. Some Provinces invested less than in prior years, most notably in Quebec, and business was disrupted by very unfavorable weather (heavy snow and flooding), most notably in the west.

In theRest of the World,revenue increased 2% at 1.5 billion euros. Business is up in the French overseas departments and enjoying growth in Asia and Australia, whereas the Africa/Indian Ocean zone recorded a drop in Morocco that could not be entirely offset by slight progress in Africa.

Specialized Activities

Revenue was up 8% at 2.5 billion euros, boosted by theRailwaysector,which enjoyed a 19% jump. Revenue forSales of refined productsincreased, due entirely to the fact that 100% of SRD's production is now commercialized by Colas after the processing contract with Total came to an end on January 1, 2013. Revenue in thePipelinessector is essentially stable (-2%), whileRoadSafety and Signalingwas down (-3%) andWaterproofingenjoyed a slight improvement(+4%).

Current operating profit totaled 417 million euros (406 million euros in 2012)

Current operating profit totaled 417 million euros (406 million euros in 2012) with a current operating profit margin of 3.2% (3.1% in 2012).

The slight improvement in the current operating profit margin is attributable to the overall good performance of the road business, most notably in France where the companies have benefited from the positive impact of the new organization. Operating profit margins increased for the Railways and the Pipeline sectors. These improvements were for the most part counteracted by a current operating loss of 46 million euros for the Sales of refined products sector and by a decrease in profitability in North America.

Net profit attributable to the Group totaled 312 million euros (302 million euros in 2012)

After 11 million euros in non-current operating charges linked to the reorganization of the mainland France Roads business, 26 million euros in cost of net debt, similar to 2012 (24 million euros), 127 million euros in income tax expenses (137 million euros in 2012) and 64 million euros in income from associates, up 5 million euros from 2012, net profit attributable to the Group amounts to 312 million euros (302 million euros in 2012).

Solid financial structure

Net cash flow amounted to 678 million euros, compared to 723 million euros in 2012.

Net capital expenditure was kept in tight rein, totaling 291 million euros, compared to 316 million euros(2)in 2012.

Free cash flow2came to 387 million euros (407 million euros in 2012), which enabled the Group to pursue its dynamic, targeted growth policy in the road construction business in Australia and Canada (first-ever acquisition in Ontario). Net financial investments (shares, including assets) totaled 102 million euros (88 million euros in 2012).

The Group's financial structure is solid, with a high level of shareholders' equity at 2.5 billion euros and net cash at 39 million euros at the end of December 2013, against 170 million euros in net debt at end of December 2012.

Net profit at Colas

Net profit for the parent company Colas amounted to 170 million euros, compared to 253 million euros in 2012.

Dividend

The Board of Directors has decided to put forward a proposal to the General Shareholders' Meeting on April 15, 2014 to pay out a dividend of 7.26 euros per share (total amount distributed: 237 million euros(3), unchanged from the previous year. As such, the dividend remains at a high level.

Board of Directors

In order to ensure compliance with Afep-Medef recommendations, the composition of the Board of Directors has been modified.

Following the resignation from the Board of Directors of four salaried directors (Louis Gabanna, Thierry Genestar, Jacques Leost and Thierry Montouché), as well as that of Christian Balmes, independent Director, and Jean-Claude Tostivin, the Board of Directors will ask the upcoming General Shareholders' Meeting to approve the appointment of Ms. Martine Gavelle to the Board, and to renew the appointment of two Directors, Jean-François Guillemin and Gilles Zancanaro.

If the General Shareholders' Meeting approves the proposed resolutions, the Board of Directors will go from 13 to 8 Directors, with a 20% female membership and 25% independent Directors. The Group's focus is to rapidly comply with the percentage of independent Directors recommended by the Afep-Medef.

Work-on-hand

The year 2013 was characterized by a number of significant commercial successes, highlights of which include:

- in the Roads sector, contracts for a PPP public-private partnership for the L2 bypass in Marseille (order intake: 66 million euros), the construction of highway sections on the M85 (91 million euros), the M4 (78 million euros) and the M89 (43 million euros) in Hungary along with the R2 (80 million euros) in Slovakia, as well as a PPP public-private partnership at the Iqaluit International Airport in Canada (order intake: 70 million euros);

- in the Railway sector, a design-build contract for the Tangiers-Kenitra high speed rail line in Morocco (124 million euros) and a build-maintenance contract for metro lines 3 and 6 in Santiago, Chile (order intake: 67 million euros).

Colas has started off 2014 with a high level of work-on-hand at 7.1 billion euros at the end of December 2013 (+6% compared to the end of December 2012), of which 3.3 billion euros in mainland France (-6%) and 3.8 billion euros in the international units and French overseas departments and territories (+18%).

At the beginning of 2014, the Group won contracts for a PPP public-private partnership for the Troissereux bypass in the Oise department (order intake: 20 million euros) and for the construction of a causeway and an interchange on the Nouvelle Route du Littoral coastal road in Reunion Island (order intake: 318 million euros), neither of which are included in work-on-hand at the end of December.

Outlook

The Group's work-on-hand allows it to get off to a healthy start in 2014.

The hypotheses for outlook on Colas' main markets in 2014 are as follows:

• Roads sector:

- mainland France's market should lose ground compared to 2013, due to the overall economic situation, a cut in government financing to local authorities and municipal elections in March 2014;

- in North America, after a downward trend in volumes that has lasted for several years, the United States road market should benefit from a gradual recovery and from the current long-term federal infrastructure plan. The Canadian market will enjoy less buoyant growth than in the previous years with budget cuts in some Provinces, but will continue to benefit from a solid economy;

- in Europe, the market should remain essentially stable with disparities amongst the countries. In central Europe, work-on-hand should allow business to progress;

- in Asia, Australia and Africa, most notably southern Africa, business should remain growth oriented;

• Specialized activities: a contrasted year is in the forecast across the different lines of business. No changes are expected in the refining market, whereas Railways should enjoy upward trending markets and continue to gain ground. Outlook is good in the Pipelines sector, with several opportunities outside of France. Waterproofing, in the wake of the building sector, and Road Safety and Signaling, in a market that is closely tied to the Roads sector, will probably operate in downward trending markets.

Against this backdrop, Colas will pursue ongoing actions to improve operations and profitability. Effective as of January 1, 2013 and rolled out in record time, the new organization for the Group's road businesses in mainland France - which now operate through seven regional subsidiaries - is a success and should allow Colas to adapt to forecast drops in the sector. Action plans are currently under way to improve the two lines of business that negatively impacted 2013: refining and civil engineering in the United States. Profitability will be favored over growth.

Cofiroute: on January 31, 2014, Colas sold its 16.67% share in the highway concession company Cofiroute, with the following impact on 2014:

• sales proceeds of 780 million euros,
• net after tax capital gain of 385 million euros,
• results of equity accounted associates will drop (49 million euros in 2013)

On the basis of all available data, revenue in 2014 should remain practically unchanged from 2013.(4)

Compensation of corporate officers

In compliance with Afep-Medef recommendations, information regarding the compensation of corporate officers and the granting of stock options is available on line as of this day at http://www.colas.com/.

Consolidated condensed income statement for 4thquarter 2013

Revenue in 2013 by business segment

Revenue in 2013 by geographic zone

(2)Excluding acquisition of assets attributable to external growth (5 million euros in 2013, 29 million euros in 2012)

(3)Based on the number of shares on December 31, 2013

(4)With comparable accounting method given that the application of IFRS 11 in 2014 will require the use of the equity method for joint ventures consolidated in 2013 using the proportional consolidation method.

(5)Including French Overseas Territories

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