Balance as at 1 January 2012 78,449 39,224 367,166 406,

Stock dividend 1,267 634 -634 - Balance as at 31 December 2012 79,716 39,858 366,532 406,390 Balance as at 1 January 2013 79,716 39,858 366,532 406,390 Stock dividend 768 384 -384 - BALANCE AS AT 31 DECEMBER 2013 80,484 40,242 366,148 406,390 TOTAL SHARE PREMIUM PAID-UP AND CALLED-UP NUMBER OF SHARES (X 1,000)

20. CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS

20.1.Share capital

2013 2012

Share plan 1,442 1,622

Currency translation diffferences -29 -485

1,413 1,137

20.2. Legal reserves

20.3. Retained earnings

The legal reserve currency translation differences can be classified as a statutory reserve. As the reserve was negative at the end of 2013, an amount equal to the currency translation differences reserve may not be distributed from the free reserve.

21. EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY HOLDERS

Average earnings per share in 2013 amounted to - € 0.33 (2012 restated: - € 2.41). The calculation of average earnings per share at 31 December 2013 is based on net income available to ordinary shareholders, equalling - € 26,058 (2012 restated: - € 191,179) and the weighted average number of outstanding shares in 2013, equalling 80,153 (2012: 79,169). The weighted average number of shares is calculated as follows:

After the subordinated convertible bond was repaid in 2012 there was no longer a possibility of dilution as a result of the conversion of shares. A disclosure of diluted earnings per share is therefore no longer provided.

Holders of ordinary shares are entitled to the distribution of dividends as approved by the General Meeting of Shareholders. During the General Meeting of Shareholders on 8 May 2014 a dividend for 2013 equal to € 0.14 per share (total dividend of

€ 11,268) will be proposed. The dividend proposal has not been recognised in these financial statements.

22. BORROWINGS

This note contains information on the contractual terms of the non-current interest-bearing borrowings and liabilities. For more information on the interest risk exposure, reference is made to note 3.

in thousands of shares 2013 2012

Issued as at 1 January 79,716 78,449

Stock dividend 437 720

Weighted average number of shares during the year 80,153 79,169

2013 2012

Carrying amount of non-current interest-bearing borrowings and liabilities 209,375 236,364

Current portion of the borrowings -48 -19,693

Conditions and repayment terms for 2012 based on carrying amount

‘Start’ subordinated loan 18,241 18,241 - - -

Syndicated revolving credit facility 213,679 - - 213,679 -

Contingent considerations acquired subsidiaries 2,061 1,440 - 621 -

Other non-current credit facilities 2,383 12 253 1,500 618

236,364 19,693 253 215,800 618

22.1. Syndicated credit facilities

In addition to the € 700 million syndicated revolving and standby credit facility concluded in 2011 with a term of five years (July 2016), the group concluded a new € 60 million subordinated credit facility in 2013 that expires on 31 December 2016. The agreed ratio covenants for the syndicated facility and the subordinated credit facility include a senior leverage ratio of a maximum of 3.0 and an interest coverage ratio of at least 3.5 (see note 3.1.3). The subordinated credit facility also stipulates that the total leverage ratio may not exceed 3.75 between 23 September 2013 and 31 December 2014, 3.5 between 1 January 2015 and 30 June 2015, 3,25 between 1 July 2015 and 31 December 2015 and 3.0 between 1 January 2016 and 31 December 2016. Both facilities also stipulate a maximum amount for acquisitions per year and over the entire term.

The interest expenses on the portion of the syndicated credit facility that is taken up are calculated based on the one-month to six-month EURIBOR rate increased by an interest margin of between 95 and 165 basis points. The interest expenses on the subordinated credit facility are calculated based on the three- month or six-month EURIBOR rate increased by an interest margin of between 625 and 700 basis points.

The syndicated credit facility consists of two tranches, namely A and B. As a result of the repayment of the subordinated convertible bond in October 2012, tranche A was automatically increased by the amount of tranche C (stand-by credit facility). In 2013 the

syndicated credit facility was lowered from € 700 million to € 500 million and it now consists of the following tranches:

• Tranche A (€ 400 million, previously € 600 million): revolving credit facility (€ 150 million) of which € 150 million was taken up at the end of 2013 and ancillary credit facilities (€ 250 million), available in the form of short-term loans and bank guarantees from the syndicate of banks; and

• Tranche B (€ 100 million): revolving credit facility and/or backstop facility reserved for a commercial paper programme of which an amount of € 17 million had been allocated at the end of 2013 as a backstop to cover commercial paper issued. The bank and consultation fees paid when concluding the syndicated credit facility (€ 5,061) have been recognised based on the use of the facility at the moment of withdrawal on 7 July 2011, of which:

• an amount of € 1,836 is attributed to the loan taken up, and amortisation is calculated using the effective interest method. The effective interest rate of 2.6% applies to the liability component. The costs are deducted from the liability shown on the balance sheet;

• an amount of € 1,048 is attributed to that part of the facility available for repayment of the subordinated convertible bond and the ‘Start’ subordinated loan. These expenses are recognised as financial assets and depreciation expenses are charged to the income statement from the time the facility is used for the aforementioned repayments;

Conditions and repayment terms for 2013 based on carrying amount

Syndicated revolving credit facility 149,042 - - 149,042 -

Subordinated credit facility 58,118 - - 58,118 -

Other non-current credit facilities 2,215 48 6 1,500 661

209,375 48 6 208,660 661 > 5 YEARS 2-5 YEARS 1-2 YEARS < 1 YEAR TOTAL > 5 YEARS 2-5 YEARS 1-2 YEARS < 1 YEAR TOTAL

2013 2012

Carrying value of tranche A as at 1 January 213,679 98,326

Withdrawn - 114,999

Interest expenses 2,960 2,039

Interest paid -2,597 -1,685

Repaid -65,000 -

Carrying amount of tranche A as at 31 December 149,042 213,679

2013

Carrying value of liability as at 1 January -

Withdrawn 60,000

Recognised transaction fees -2,037

Interest expenses 1,231

Interest paid -1,076

Carrying amount of liability as at 31 December 58,118 Movements in the subordinated credit facility are as follows:

Movements in the syndicated credit facility are as follows:

Interest expenses and commitment fee

The average interest rate on credit facility A in 2013 was 1.3% (2012: 1.4%). The commitment fee amounted to € 1,789 in 2013 (2012: € 1,663) and is recognised as finance costs in the income statement. The average interest rate on the subordinated credit facility was 6.8% in 2013.

22.2. Other credit facilities

‘Start’ subordinated loan

In March 2003 a € 100 million subordinated loan was concluded with the former shareholder of Start Holding B.V. (a subsidiary of USG People N.V.). The loan was repaid in instalments. The final instalment of € 18.7 million was paid in October 2013.

23. PENSION-RELATED LIABILITIES

The group contributes to a number of defined benefit pension schemes which provide for pensions for employees when they reach retirement age. These schemes apply to part of the workforce in the Netherlands, France and Germany. The other countries where the group operates have defined contribution schemes and/or retirement provisions that comply with the national regulations and customs in those countries.

The determination of annual costs for the year takes into account the nature of the scheme, which provides for indexation of pension entitlements insofar as the separate pension trusts’ investment proceeds exceed the actuarially required interest and insofar as surplus interest is available.

The insured fully-financed obligations have a limited contractual term.

• an amount of € 2,176 is attributed to the remaining available part of the facility. These expenses are also recognised as financial assets and charged to the income statement using the straight-line method during the term of the facility (five years). In 2013 an accelerated repayment of € 798 took place as a result of the lowering of the facility to € 500 million.

The bank and consultancy fees of € 2,037 which were paid when the subordinated credit facility was taken out are attributed to the loan with amortisation taking place using the effective interest method. The effective interest rate of 6.74% applies to the liability component. The costs are deducted from the liability

PENSION-RELATED LIABILITIES 2013

Present value of fully financed obligations 166,940 164,261

Minus: fair value of fund investments 163,187 159,234

Net liability of fully financed obligations 3,753 5,027

Present value of non-fully financed obligations 2,448 2,454

NET LIABILITY 6,201 7,481

The pension-related liabilities relate to pension schemes in the Netherlands, France and Germany.

In Belgium the supplementary pensions act (Wet Aanvullende Pensioenen) requires that the employer guarantee a minimum return throughout the entire term of the contract with the insurer of 3.75% on the employee’s contribution and of 3.25% on the employer’s contribution. As such the defined contribution scheme qualifies as a defined benefit scheme. In the past these schemes

were not recognised as such because results achieved in the past have up to now exceeded minimum return requirements. The ongoing low interest rate achievable on European financial markets is increasingly risky for employers. The financial impact on the liabilities was assessed on 31 December 2013 and was not deemed to be significant. For information puposes: the annual employer contribution was € 1.2 million in 2013 while the fair value of the plan assets was € 7.3 million.