General Shareholders Meeting

(1)

General Shareholders’ Meeting

Chairman: Mr. J. van Rijt

Secretary: Mrs. E. Blommestein

27 April 2007

Authorisation of the Executive Board to obtain own shares

Opening and announcements

Executive Board report on the financial year 2006 Annual accounts 2006

Discharge of the members of the Executive Board

Discharge of the members of the Supervisory Board

Appointment of the Supervisory Board Appointment of the auditor

Remuneration policy

(2)

General Shareholders’ Meeting

Authorisation of the Executive Board to obtain own shares Opening and announcements

Executive Board report on the financial year 2006

Annual accounts 2006

Remuneration policy

(3)

Qurius N.V. profile

Design, realisation and systems management of

business solutions and IT infrastructures

Europe’s leading provider/implementer

of Microsoft Dynamics AX & NAV

Clear industry focus

725 staff members, 20 offices/9 countries

Headquartered in the Netherlands

1.700 local and international customers

Business partner & reseller of Infor/SSA (ERP)

Worldwide presence through the FAQT Group

and the Global Alliance

Germany Germany Danmark Danmark Belgium Belgium Italy Italy The Netherlands The Netherlands Norway Norway UK UK Spain Spain

(4)

Qurius business lines

Activities

Business intelligence

Customer relationship management Custom .NET software development Portals & integration

Qurius business lines

Qurius Advanced Solutions

Qurius Business Solutions Implementation of Microsoft Dynamics AX and NAV based integrated industry solutions

Development Sales

Qurius Infrastructure Solutions Infrastructure solutions for core applications Information Worker solutions

Mobility

Qurius Managed Services Hosting services

Managed advanced solutions Managed business solutions

(5)

Developments in 2006

Revenue increase of 24% to 41.9 million euro

EBIT increase of 52% to 4.7 million euro

Name change to Qurius in line with chosen strategy

Launch of fourth business line Qurius Managed

Services

Sale of Magnus Management Consultants and

withdrawal of Willem Hulshof from the Executive

Board

9 Microsoft Gold Partner certifications

Microsoft Inner Circle member for 2

nd

_consecutive

year

Merger with Watermark in December 2006

Germany Germany Danmark Danmark Belgium Belgium Italy Italy The Netherlands The Netherlands Norway Norway UK UK Spain Spain

(6)

2006

in euro x 1,000

2005

in euro x 1,000

Results

Qurius key figures

Revenue

41,859

33,855

EBITDA

5,150

4,234

EBIT

4,675

2,705

Net profit

3,201

1,720

(7)

2006

in euro x 1,000

2005

in euro x 1,000

Capital base

Qurius key figures

Total assets

87,767

22,246

Shareholders’ equity

33,483

11,348

Solvancy

38%

51%

(8)

Key figures per business line

Qurius AS Qurius IS

Magnus Qurius BS Total

Net sales to 3

rd

_parties

_3,207

_24,913

_4,995

_8,744

_41,859

Added value

3,120

19,279

3,430

2,983

28,897

EBIT

384 3,550

753

582 4,675

EBIT

_{as % of net sales}

12.0

14.2

15.1

6.7

9.8 EBIT

_{as % of added value}

12.3

18.4

21.9

19.5

14.2 Net profit

_{before taxation}

4,442

Taxation

-1,241

(9)

Key figures per business line

Total

Qurius AS

Qurius IS

Magnus

Qurius BS

Holding

Watermark

Employees

Year-end-

185

39

33

11

457

725 Average 72

184

31

30

3 -

320 added value

per person (k euro) 43

105

111

99

90 Revenue growth

-47%

77%

69%

64%

52%

(10)

Governance structure Qurius N.V.

Mergers & acquisitions and Microsoft alliance

Mark van Kemenade Mergers & acquisitions and Microsoft alliance

Mark van Kemenade

Executive Board

Fred Hermans Mark van Kemenade

Tom Stolk

Fran van der Woude

Supervisory Board

• Jan van Rijt • Fred Geerts • Lucas Brentjes

• Erik Westerink (t.b.d.)

Supervisory Board

• Jan van Rijt

• Fred Geerts • Lucas Brentjes

• Erik Westerink (t.b.d.)

International

operations (except for Belgium) & corporate marketing & Qurius Learning

Tom Stolk International

operations (except for Belgium) & corporate marketing & Qurius Learning

Tom Stolk Corporate governance,

investor relations, finance, IT and Qurius Belgium

Fred Hermans

Corporate governance, investor relations, finance, IT and Qurius Belgium

Fred Hermans

Qurius Netherlands & corporate delivery

Frank van der Woude Qurius Netherlands & corporate delivery

(11)

Ambitions

Become the European full-service organisation of choice

for Microsoft technology

Become the leading partner in countries where we are

present

Become the leading partner in chosen verticals/industries

(12)

Ambitions transformed in Mid-term Objectives

2010

250 – 300M revenue in 2010, mainly through acquisitions

75% of revenue Value Add

(13)

Implementation Strategy 2007 to 2009: ‘Build & Buy’

Build

= Autonomous growth to reach critical mass in European

countries / business lines / verticals

Buy

= Acquisition of IT-organisation

• with a similar vision on markets, customers and solutions

• with right strategic and cultural fit

• With a positive cash flow

• which immediately add profit per share

• needing regional critical mass too

(14)

Objectives 2007

Integration of Watermark; synchronisation of proposition, processes

and systems, starting in the Netherlands

Gradually conversion to the Qurius label of the Watermark

subsidiaries

Organic growth of all five business lines in the Netherlands, as well

as the acquisitive expansion of Qurius Advanced Solutions

Acquisitive reinforcement of several European subsidiaries

Initiate the roll-out of Qurius Advanced Solutions, Qurius Learning

Solutions, Qurius Infrastructure Solutions and Qurius Managed

Services to other Qurius countries in Europe

(15)

General Shareholders’ Meeting

Executive Board report on the financial year 2006

Annual accounts 2006

Remuneration policy

(16)

Annual account 2006

Proposal to approve the 2006 financial accounts as stated on pages

39 to 70 of the annual report

Opinion of the external auditor

Mr. Edwin Schrijver of BDO CampsObers Audit & Assurance B.V. will state

(17)

Annual account 2006

Reserves and dividend policy

For now funds are needed to execute acquisition-strategy

Dividend payments are not foreseen for the years 2006-2008

Dividend proposal

In 2006 Qurius’ net profit increase to 3.2 million euro. The

Executive Board proposes to add the full net profit to the

other reserves.

(18)

General Shareholders’ Meeting

Remuneration policy

(19)

Discharge of the members of the Executive Board

It is proposed to discharge the members of the Executive

Board in respect of their management during the past

financial year, as described in the 2006 annual report and

the information provided

(20)

General Shareholders’ Meeting

Remuneration policy

(21)

Discharge of the members of the Supervisory Board

It is proposed to discharge the members of the Supervisory Board in

respect of their supervision, as described in the 2006 annual report

and the information provided

(22)

General Shareholders’ Meeting

Appointment of the Supervisory Board

Appointment of the auditor

Remuneration policy

(23)

Appointment of the auditor

With reference to article 35.2 of the Articles of Association

and article 393, 3, Book 2 of the Netherlands Civil Code,

the General Meeting of Shareholders is requested to

reappoint BDO CampsObers Audit & Assurance B.V. as

external auditor for 2007 and to audit the 2007 financial

statements, report to the Executive Board and the

Supervisory Board about this audit and to state an opinion

on the fairness of the financial statements.

(24)

General Shareholders’ Meeting

Chairman: Mr. J. van Rijt

Secretary: Mrs. E. Blommestein

27 April 2007

Appointment of the Supervisory Board

Appointment of the auditor

Remuneration policy

(25)

Appointment of the Supervisory Board

The Supervisory Board proposes that Mr. Erik Westerink be appointed

as new member of the Supervisory Board, on the understanding that

this appointment will end on the day of the annual General Meeting of

Shareholders to be held in the fourth year after the year of

(26)

General Shareholders’ Meeting

Remuneration policy

(27)

Remuneration policy

In compliance with the Dutch corporate governance code the

remuneration policy is to be presented and approved by the General

Shareholders’ Meeting

Applicable to the Executive Board

Remuneration is determined by the Supervisory Board

Will continue be an agenda item of the Supervisory Board due to the

merger with Watermark

(28)

Remuneration policy Executive Board

Basic salary (fixed)

Fixed annual amount 180k-200k

Differentiation is based on the scope of responsibilities

Short-term variable income: related to the performance of the own

area of responsibility

Determined on the performance of the area of responsibility

Absolute value of the EBIT

Other measurable criteria such as turnover of labour and customer

satisfaction

Amounts up to 30% of the basic salary

On target performance: 15% of the basic salary

Overachievement: max 30% of the basic salary

(29)

Remuneration policy Executive Board

Long-term incentive (LTI):

Based on the long-term value increase of the company

Amounts up to 35% of the basic salary

Granting the LTI is related to the degree of creating shareholder value and

is based on profit (increase) per share

The LTI is paid after 3 years, provided the manager is still employed by

Qurius

The Supervisory Board in consultation with the Executive Board determines

the participants

LTI-dotation is proposed by the Executive Board and approved by the

Supervisory Board

LTI is based on:

The profit increase per share (after LTI-dotation)

(30)

Remuneration policy

The Supervisory Board proposes to approve the presented

remuneration policy

(31)

General Shareholders’ Meeting

Remuneration policy

(32)

Corporate Governance

The corporate governance report can be found on pages 35 to 37 of

the annual report

Modifications in 2006:

In compliance with the Dutch corporate governance code:

Best practice provision II.2.9:

Remuneration policy and report by the Supervisory Board

Best practice provision II.2.13:

(33)

Corporate Governance

Modifications 2006:

Best practice provision III.2.2 en III.2.3:

Independence of Supervisory Board members

Mr. van Rijt is considered independent, since his shareholding at the end

of 2006 was 2.8% and previously he did not have any operational

responsibilities within Qurius

Mr. Westerink can not be considered independent as described in best

practice provisions III.2.2 and III.2.3

The Supervisory Board as a whole complies with best practice provision

III.2.1 because its members, with the exception of one, are independent

(34)

General Shareholders’ Meeting

Authorisation of the Executive Board to obtain own shares

Opening and announcements

Remuneration policy

(35)

Authorisation of the Executive Board to obtain own shares

Extension of the authorisation of the Executive Board to purchase own

shares

At the General Shareholders’ Meeting of 21 April 2006, the Executive

Board was authorised to purchase shares covering a period of 18

months. It was decided to authorise the Executive Board to purchase

ordinary shares to a maximum of 10% of the issued stock for a price

at maximum 10% below or above the current market price.

Proposal:

Extension of this authorisation covering a period of 18 months, therefore

until 28 October 2008.

The authorisation also relates to the receipt of shares as a result of earn-out

(36)

General Shareholders’ Meeting

Remuneration policy