Shareholders’ equity

Issued capital

  Share capital

 (x € 1,000)  Number of shares Ordinary shares preference shares Cumulative Share premium Total

At 1 January 2012 8,747,544 875 - 8,411 9,286

- Shares issued - - - - -

At 31 December 2012 8,747,544 875 - 8,411 9,286

- Shares issued - - - - -

At 31 December 2013 8,747,544 875 - 8,411 9,286

The Company’s authorised share capital amounts to € 3,750,000 divided into 18,700,000 ordinary shares and 18,800,000 cumulative preference shares all of € 0.10 nominal each. The number of ordinary shares issued and fully paid-up at year-end amounted to 8,747,544 (2012: 8,747,544).

The holders of the preference shares are entitled to a cumulative dividend. The dividend per share is based on the nominal value of the share and the average monthly EURIBOR rate, weighted by the number of days the rate was in force, during the financial year to which the dividend relates, plus two percent. If in a given year the cumulative preference dividend was not paid out in full or in part, no dividends shall be distributed to the ordinary shareholders in subsequent years until the shortfall has recovered. There were no issued cumulative preference shares issued in the years presented.

ICT Annual r

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Consolidated Financial Statements 2013

out of retained earnings in previous years.

13 Pensions

Until the end of 2012 the Company operated a defined benefit (‘DB’) pension plan for employees hired up to 1 January 2008. According to the DB scheme, the retirement pension was based on accrued pension benefits. The retirement benefits that the participants receive under this plan was calculated on the basis of 70% of last earned salary, depending on the number of years of service, until the age of 65. The Company had insured its liabilities resulting from the defined benefits pension plan in full with an insurance company. As a result the fair value of the plan assets equalled the amount of the defined benefits liability recognized, excluding the liability relating to back-service obligations.

In December 2012 an agreement with the Works Council was completed whereby the defined benefit pension plan was converted in to a defined contribution pension plan (DC) effective per 1 January 2013. Per December 2012, the Company entered into a transaction that eliminated all liabilities (both past service costs and future costs) for the benefits provided under its defined benefit pension plan. This curtailment and settlement of its defined benefit plan resulted in a release of the net post-employment liability as per 31 December 2012. Consequently, only the post-employment benefits expenses have been disclosed below. Therefore, other disclosures as presented in the 2012 financial statements have not been presented.

Per 1 January 2013 the employees hired up to 1 January 2008 participate in a defined contribution plan on the basis of average pay scheme contribution (a “DC plan”), which is managed by an insurance company. For this plan the Company has no other obligations than to pay a contribution, which is based on a average pay scheme system.

Per 1 January 2013 the employees hired since 1 January 2008 participate in a defined contribution plan on the basis of available pension contribution (a “DC plan”), which is managed by an insurance company. For this plan the Company has no other obligations than to pay a contribution, which is based on an agreed-upon scale.

The post-employment benefits expenses recognized in the consolidated statement of total comprehensive income are as follows:

(x € 1,000) 2013 2012

Pension costs of defined benefit plans

Pension costs - 1,315

Release pension liability - (663)

Employee Contributions - (651)

- 1

Pension costs of defined contribution plans

Pension costs 2,296 590

Employee Contributions (773) (117)

1,523 473

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Consolidated Financial Statements 2013

(x € 1,000)

Onerous

contracts Restructuring Total

Onerous

contracts Restructuring Total

Balance as at 1 January 1,408 842 2,250 - - -

Additions - 495 495 1,408 842 2,250

Used during year (688) (842) (1,530) - - -

Balance as at 31 December 720 495 1,215 1,408 842 2,250

Of which:

Non-current - - - 648 - 648

Current 720 495 1,215 760 842 1,602

Total balance 720 495 1,215 1,408 842 2,250

The provision for onerous contracts relates primarily to a property lease for an office building. Due to relocations of activities the Company only uses part of the total office space subject to the lease. The

discounted future expenditures relating to the unused office space is recognized as a provision. The expenses and benefits related to the provisions are recognized under the ‘Other operating expenses’. The remaining term of the onerous lease contract is 12 months (year-end of 2012: 24 months). The current portion of this provision is recognized under the ‘Accruals and deferred income’.

The restructuring provision is related to Germany and The Netherlands where management has taken actions in order to increase the profitability of the Company. The execution of these restructurings started prior to the year-end of 2012 and is finalized during 2013. The employees concerned were informed about these restructurings before the year-end of 2012.

The additions in 2013 to the restructuring provision concerns the termination benefit of the former Chief Executive Officer (CEO) of ICT Automatisering, who stepped down as CEO per 17 November 2013 and redundancy of a number of employees at year-end of 2013, finalizing in the beginning of 2014. The current portion of this provision is recognized under the ‘Accruals and deferred income’.

15 Share purchase liability

Share purchase liability

Although the initial contract stipulated that all remaining 25% of Improve shares should be acquired on 1 January 2013, the contract was amended in order to allow the acquisition of the remaining shares. On 1 January 2013, 15% instead of the remaining 25% of Improve has been acquired for the purchase price of € 580,000. The remaining 10% of the shares can be acquired on 1 January 2015 by means of an option right. Year-end 2013 the fair value of the remaining 10% is estimated at € 384,000.

The fair value of the share-purchase liability is based on the discounted settlement value for the acquisition of the remaining shares in Improve. The settlement value of the remaining 10% of the shares is dependent on the estimated profit of Improve in 2014. In the determination of the fair value also observable market information is considered.

Year-end 2013 re-measuring the fair value of the liability concerning the share purchase of the remaining 10% leads to the same amount as at year-end 2012. Year-end 2012 the fair value of the share purchase liability for the remaining 25% of Improve was re-measured to € 964,000. The gain of € 477,000 on this fair value re-measurement is recognized within financial income in 2012.

ICT Annual r

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Consolidated Financial Statements 2013

of the advance payment is nil (2012: € 125,000), the current remaining amount is € 125,000 (2012: € 200,000).