2012 Annual report Total Specific Solutions by Total Specific Solutions

With its workforce of 1800 highly trained and experienced professionals, TSS / Total Specific Solutions creates successful business- and software solutions to high information challenges. Solutions for now, but also for the future. Solutions that help you prepare for what lies ahead - Anticipating Solutions.

Financial key figures Total assets (x € 1,000)

199,690

Total number of employees (FTEs)

201,110 Net sales (x € 1,000)

Net sales by solution in %

1,689

4.2 Consulting

26.1 Softwarerelated services

18.4 ICT Services

EBITAE (x € 1,000)

22,417 51.3 Software

Net sales by market in %

Net sales in %

Professionals / staff ratio in %

6 4 4

13.5

55.9 47

44.1

86.5

ICT and communication Consumer market Financial services Government Healthcare Industry / industrial

Non-recurring Recurring

Staff Professionals

Key figures profit and loss account (x € 1,000) 2012

2011

2010

2009

2008

Net sales

201,110

196,684

161,714

154,213

66,528

EBITDAE

37,060

31,105

25,052

23,388

11,469

18.4%

15.8%

15.5%

15.2%

17.2%

EBITAE

22,417

19,756

16,826

17,198

9,903

11.1%

10.0%

10.4%

11.2%

14.9%

31-12-12

31-12-11

31-12-10

199,690

200,450

162,430

57,309

44,732

34,663

8,679

9,472

7,019

111,840

118,156

89,295

Key figures balance sheet (x € 1,000) Total assets Group equity Tangible fixed assets Intangible fixed assets

Net sales and EBITAE (x € 1,000)

2008

Total number of employees (FTEs)

66,528

2008

9,903

829

2009

1,443

2010 2009

2010

154,213

1,487

2011

17,198

1,628

2012

1,689

161,714 16,826

Staff turnover (FTEs) 2011

196,684 1,629

19,756 326

2012

201,110

-266 1,689

22,417

Net sales EBITAE

Number of FTEs at 31-12-2011 Number of FTEs at 31-12-2012

Inflow Outflow

Table of contents 5 FOREWORD 6

Report of the executive board

12 Corporate Social Responsibility 14

Organisation and employees

16 Corporate governance 18

Report of the Supervisory Board

20 22 23 24 26 27 28

consolidated financial statements CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2012 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2012 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2012 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2012 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

60 60 61 62 63

COMPANY INCOME STATEMENT AS AT 31 DECEMBER 2012 COMPANY STATEMENT OF COMPREHENSIVE INCOME AS AT 31 DECEMBER 2012 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2012 COMPANY STATEMENT OF CHANGES IN EQUITY NOTES TO THE COMPANY FINANCIAL STATEMENTS

66 OTHER INFORMATION

A publication by Total Specific Solutions (TSS) B.V., Utrecht, the Netherlands Concept: conflictamsterdam.com Actualisation: overburen.nl / pantheondrukkers.nl

Foreword A question that many companies ask themselves nowadays is what to do if cutbacks are needed. Investments in IT are often easy prey for those who are looking to save costs, while spending cuts are in fact easier made with the aid of IT. In other words, cutbacks in IT is the choice of a management focused on the short term, while cutback using IT is a choice for the long term. The latter is what the people at TSS do daily: creating innovative and stable software to make business processes more efficient and effective. With innovative, dedicated and entrepreneurial efforts (IDE), TSS employees ensure that even in these economically difficult times TSS is still growing and is showing good operating results. Discussions with our clients are not limited to our software, but also concern their market: what do they need to be able to operate distinctively and successfully? TSS is always one step ahead and formulates an answer today to customer requests of tomorrow in order to offer real added value as a long-term strategic partner. This requires in-depth sector-specific knowledge that individual TSS companies have in abundance. We invest in just that: that is why anticipating solutions is our distinctive hallmark.

Annual report 2012 | Total Specific Solutions

TSS is doing well. In spite of a difficult market in 2012, we achieved a turnover of € 201 million. Given the economic context in which our clients operate, the expectation for 2013 is a consolidation of these results. The internal processes – from production process to supply chain – are monitored strictly, which offers opportunity to grow further in our anticipated product development. Meanwhile, we are taking social responsibility, especially in these times of crisis, by contributing to an improved and more efficient healthcare, government and financial sector, among others.

Ready for the future

We are optimistic about the developments that lie ahead of us. Our joint strategy and our position as the largest vertical market software company in the Benelux form a solid foundation for increasing collaboration between TSS companies. They are evidence of added value that we at TSS offer our clients, the clients of our clients (citizens, patients and consumers), and society as a whole. Robin van Poelje – CEO Matthieu van Amerongen – CFO Abdeluheb Choho – CMO

Report of the Executive Board Robin van Poelje (CEO) and Matthieu van Amerongen (CFO) comprise the Executive Board of TSS.

Robin van Poelje (40) Robin van Poelje became a member of the TSS Executive Board in January 2010 and since May 2010 he has been Chief Executive Officer. Van Poelje previously worked for Strikwerda Investments, the investment company behind TSS. In this previous position, Van Poelje was involved in the establishment of TSS. Previous work experience included a position at Royal Numico.

Matthieu van Amerongen (44) Since the beginning of 2007, Matthieu van Amerongen has been the Chief Financial Officer at TSS. Prior to this, he accumulated a great deal of experience in finance, consultancy and operational management. Van Amerongen previously held managerial positions at Accenture and Arthur Andersen.

Strategy TSS is the largest specialist in vertical market software in the Benelux. To a large extent this is due to the company’s commitment to its clients business: which software solutions can we use to make our clients future-proof? This requires in-depth knowledge of specific markets: in which direction is this sector heading? With which technological applications can these clients meet the challenges of the future? TSS focuses on sectors that have immense social relevance: healthcare, central and local government and the financial sector. Whether these focus areas concern customers, patients or citizens, everyone wants to operate efficiently at lower costs while still enhancing personal contact with the client. Nowadays, emphasis is placed mainly on involving clients – for example – via co-creation or giving clients more control. TSS specialises in designing, building and implemen ting software that enables mass customisation – the paradox of cost-efficient large-scale situations in combination with customisation at an individual level. It is already used frequently by airline companies to enable customers to carry out all types of actions themselves. Thanks to smart software, customers can take care of generic personal preferences, such as seating arrangements on the plane, themselves. Similarly, TSS can assist municipalities in providing their residents better services. That also applies to government and likewise to areas of healthcare and the financial sector. Having an understanding

Annual report 2012 | Total Specific Solutions

of the specific sector, however, is essential; what are its requirements, what defines its culture and fields? TSS, therefore, also invests a great deal of time and energy in acquiring knowledge about the industries of healthcare, government and the financial sector. The reasons are obvious: understanding the issues that play a role in these areas is of eminent importance in order to further develop the client’s business. After all, connecting business issues with software solutions is TSS’ added value. That is why we focus on vertical market software: thanks to all its sector-specific knowledge, TSS not only serves its own clients, but also clients of their clients. This focus, combined with appropriate expertise, enables TSS companies to develop new work and profit models. There are plenty of examples within TSS. A solution such as ‘mijngezondheid.net’ allows a patient to manage his own healthcare portfolio, to make his own appointments and to request prescription refills. This results in a happier patient and saves costs for general practitioner and pharmacy at the same time.

2012 was a good year for TSS

Financial results and acquisitions 2012 was a good year for TSS. In spite of a difficult economic situation in all commercial markets, including software and IT, TSS achieved good operating results. While many companies feel that IT investments can be postponed in order to reduce costs, TSS companies have been explaining to their clients that these savings can

The largest vertical market software company in the Benelux

actually be realised faster by using smart and efficient IT applications. The fact that the 2012 turnover of € 201.1 million increased compared to 2011 shows that the message was received. TSS did not rest on its laurels in 2012. Internally, various steps were taken to improve quality through investments in product development, in HR policy and talent development, in fine-tuning internal operational management, and in matters such as data security. In the meantime, TSS is scanning external possibilities. For example, at the end of 2012, PinkRoccade Healthcare, the largest software supplier in the healthcare sector, has taken over clients and intellectual proprietary rights of Magister. With this step, PinkRoccade Healthcare has further expanded its position as a market leader in software for nutrition and dietary management within healthcare institutes. By having an open mind when it comes to such enhancing and broadening acquisitions, TSS is developing into an intrinsically proper and solid company that also in the future will occupy a prominent position in the European software market.

Quality Quality and data security are TSS’ main focus. This not only applies to the method in which our software is developed, but also to quality assurance of both process and product. Various audits are carried out throughout the year for this purpose. These audits are conducted by KZA, specialist in quality monitoring within TSS, but also by independent external auditors. By taking these steps, the company further fine-tunes the

qualitative assurance process. Quality managers also take care of training and meetings are organised to exchange experiences. In 2012, several audits were carried out to test stability and procedures. No one should be surprised by the fact that individual TSS companies have made efforts to obtain all the relevant quality certificates – from ISO 9001 and ISO 27001 to even CMMI level 3. The latter quality mark indicates that professio nalism and predictability of software develop ment processes have been achieved, which is a level that only a handful of companies in the Netherlands can match. Moreover, continuity, quality and data security at all TSS companies are safeguarded due to all the security and backup protocols.

Brand TSS is a brand in development. Its core values are: innovation, dedication and entrepreneurship. To substantiate this, an internal and external survey maps the company’s quality based on a scale of reputation comprised of seven reputation drivers: • Products and services • Innovation • Work atmosphere • Governance • Citizenship • Leadership • Financial performance

In 2012, TSS explicitly claimed its position in the IT and software market. This position is also recognised in the sector. In November 2012 – as a newcomer – TSS was declared number 47 in the European Truffle 100, an overview of the 100 largest European software companies. In addition, the Main Investment company placed TSS at number 1 in its Main Software list of major Dutch software companies. TSS is happy to assume this prominent role by publicly looking ahead and outlining business opportunities. An important example of this is the large-scale campaign regarding the tablet revolution, with the objective of focusing attention on the business opportunities related to tablets and smartphones. To outline this perspective, articles were written, a meeting with clients was organised and – in cooperation with FD Media Group – an FD Outlook Special was published around this theme. TSS chooses to be a leader in exploring oppor tunities and possibilities for IT. In 2012 TSS published its first white paper: The Development Period; a New ICT Era (Dutch: De ontplooiingsperiode; een nieuw ICT-tijdperk), with a new and optimistic perspective for the future of ICT. This white paper can be downloaded at www.totalspecificsolutions.nl. In the year 2013, TSS will continue to work on further developing the brand and positioning of the company by means of various marketing actions. The core message here is that TSS is the largest vertical market software company in the Benelux.

Annual report 2012 | Total Specific Solutions

Innovation TSS invests continuously in keeping its own software products up-to-date. In addition, individual TSS companies are always looking for new market opportunities that are focused on the needs of the end user: anticipating solutions. A good example of this is iBurgerzaken (Public Services), PinkRoccade Local Government’s new product. Alongside such individual innovations and product developments, there is also coop eration among all TSS companies. To coordinate all technological innovations launched in the market and how these innovations can be applied in TSS companies, a TSS innovation community was set up. This community meets on a regular basis in order to share insights, experiences and developments and through this promote and enhance mutual cooperation. Routine Seminars are also organised for this purpose.

Corporate Social Responsibility TSS believes in the importance of managing the company in a socially responsible manner. That is clearly evident of its focus on its business activities on socially relevant sectors such as healthcare and government. For example, PharmaPartners and PinkRoccade Healthcare are market leaders in providing worry-free healthcare based on smart, client-oriented software solutions. This means that healthcare, thanks to software supplied by TSS companies, is more client-friendly, more efficient and ultimately

Other activities in which TSS demonstrates its involvement in Dutch society and on an international level are mentioned in a separate chapter about Corporate Social Responsibility, further on in this annual report.

people, but also expects something in return: the effort of making a transition into the future together with TSS. TSS has yet to reach a satisfactory balance with respect to the men-women ratio in the directorate and the management levels of TSS companies and TSS. When filling vacancies, TSS tries extra hard to find suitable female candidates. The Executive Board and the Supervisory Board of TSS have no female members as of yet. In order to balance this composition in the future, the company will also devote extra attention to this issue when filling future vacancies.

Employees

TSS and Co-maker

In 2012, the board of directors at TSS agreed on introducing People Performance Management during 2013 and 2014. With this, the company focuses on the development potential of its employees; more time and attention will be devoted to discovering and further developing talent for the future. At the moment, TSS already has a professional workforce that on average has a high education: 95% of the employees have a university degree or higher vocational training. By making further differentiations in its HR policy, TSS aims to offer talented and ambitious people more possibilities within the company. An essential element in this are TSSâ&#x20AC;&#x2122; core values: innovation, dedication and entrepreneurship. TSS is happy to invest in the development of its

As the largest vertical market software company in the Benelux, TSS has carried out strategic reorientation. This analysed the potential of each vertical market in which TSS operates. The analysis showed that the potential in the car leasing market is too limited to align this sector with the desired ambitions and position of TSS in each market. One of the reasons for this is that the car leasing market is becoming more consolidated and international. Furthermore, Co-maker, which operates in this market, is losing money. Therefore, TSS, jointly with Co-maker, has decided to gradually discontinue the activities in the car leasing market. Consequently, both the specific market and market activities that were undertaken will be discussed only briefly in this annual report.

cheaper. PinkRoccade Local Government focuses on local government and helps coordinate public services for citizens, also outside of official office hours. TSS activities are specifically aimed at those markets where consumers and citizens can profit directly from improved services, greater handling speeds and more freedom of choice.

TSS core values: Innovation, Dedication, Entrepreneurship

The anticipating software products of TSS

Annual report 2012 | Total Specific Solutions

Corporate Social Responsibility

Contributing through smart software innovations

Corporate Social Responsibility is an inseparable part of TSSâ&#x20AC;&#x2122; corporate philosophy. After all, people are the most important element for a software company such as TSS: people develop innovations that clients are eagerly waiting for. That means treating our employees with care and offering them plenty of opportunities to further develop through schooling, courses and training. This also explains the low illness rate at TSS (2.4%); work is always captivating and challenging.

knowledge-intensive processes to streamline subsidy applications. An efficient government is of crucial importance to Dutch society. PinkRoccade Local Government promotes better services for citizens and more selfmanagement. Smart software innovations are used to reduce waiting times, errors and costs and through this the company contributes to Dutch society.

A better society

Caring for the environment is an important aspect of corporate social responsibility. The major environmental burden generated by TSS â&#x20AC;&#x201C; next to car use â&#x20AC;&#x201C; is the consumption of electricity by computers. By using green data centres and measures such as automatic light switches, TSS manages to minimise this burden as much as possible. Within Yonder, mobility is limited by frequently using video conferencing when contacting colleagues at the Romanian branch. In addition, lease car drivers in TSS companies are encouraged to use compact and more economical lease cars. Everest even has a contest for choosing the most economical lease car driver. For the lease market in general, TASS (a TSS company) has invented a device, uCAN, which can prompt lease car drivers to drive in a more sustainable manner. The device records all vehicle data, making it possible to map the driving behaviour of all drivers and to compare it to that of other car drivers. uCAN is also the tool that can analyse which driving styles can reduce both wear of automobile components

TSS has decided to focus on three sectors that are of great importance for the Netherlands: healthcare, government and the financial sector. The intelligent software of PharmaPartners and PinkRoccade Healthcare provide a clearly visible contribution to healthcare. Processes are becoming faster, cheaper, more efficient, more transparent and more reliable. Better organising healthcare and more multidisciplinary cooperation leads to affordable and adequate care. In addition, more interaction and dialogue with users of healthcare increases positive experience of those receiving care. Yonder, who works mainly for clients from Romania, worked pro bono at developing software that helps fight corruption in the healthcare sector in Romania. This way, the work of Yonder achieves two goals simultaneously: better healthcare and a better society. Also in the area of governmental bodies, TSS develops software that is used, for example, in

Minimum burden

and fuel consumption. This way, TSS contributes directly and indirectly to reducing environmental burden caused by lease car drivers.

Sharing success TSS is a successful software company that gladly reciprocates with a society that makes this success possible. In Romania, where Yonder is one of the big IT employers, each year the company selects one or two topics to which it lends additional support. Employees are also encouraged to contribute to society by participating in various so-called challenges or in other ways. Input of Yonder usually relates to its own specialisation: IT. For example, Yonder assisted in organising a TEDx event. Other TSS companies are also active as sponsors of sport events or other good causes. Everest, for example, supports a number of organisations that are focused on disabled people, children or fighting cancer. During the Seven Hills Run (Zevenheuvelenloop) in Nijmegen, the Netherlands, two running teams from PinkRoccade Local Government pushed ahead of everyone in their effort to fight MS. This way, employees initiated collecting donations for MS Research Institute and for development of an online patient portal. KZA opted for a partnership with Sherpa, a regional care institute for people with mental or physical disabilities. KZA employees give their time to volunteer for doing various chores for or engage in collective activities with clients. The contact between people with and without disabilities is also emphasised by having workshops and

Annual report 2012 | Total Specific Solutions

staff meetings at one of the facilities of the care organisation. PinkRoccade Healthcare also focuses on get-togethers, by – for example - organising High Tea events for customers of clients. There are also many activities that take place in the area of sport and sponsoring: every year employees select two organisations that receive their support. The TSS company is working towards obtaining the internationally recognised CSR Performance Ladder Certificate (Dutch: MVO Prestatieladder-certificaat) for all its CSR activities – both for people and for the environment.

Supporting good causes through sports

As the most important industry in the future, information technology in itself is a CSR activity with a relatively limited burden on the environment. As a result of cooperation among TSS companies – from adopting each other’s best practices to collective purchases – this footprint becomes even smaller.

Organisation and employees Professionalism

Personal development

TSS focuses on core activities of the client. Each TSS company works on smart, cost-saving and high-quality software solutions that generate additional business by responding to future needs of the end user. This demands talented and ambitious employees that can translate business opportunities into technological possibilities. No wonder that TSS’ core values are innovation, dedication and entrepreneurship. The knowledge level at TSS is high: 95% of its employees have a university degree or an equivalent level of higher education.

The TSS companies draw in the atmosphere of their markets. Each market has its own dynamics. The close interrelationships between IT and sector-specific knowledge guarantees a certain work climate that inspires and challenges. In this context, employees get room to develop and to work on their own personal ambitions – in line with company’s objectives. TSS greatly values personal development. This allows the company to continue to innovate and excel. That is also the reason why TSS intents to introduce People Performance Management in 2013 and 2014, which focuses on development potential of its employees.

New employees

Close to the client and close to colleagues

Competition for talent in the job market is in full force. TSS enters this market with an attractive proposition. Although TSS is a large company, people are its main focus. Just under 1,800 employees work within independent and well-organised units where colleagues collaborate closely with one another. Within TSS, employees work closely with clients and colleagues. An additional advantage of TSS is that work has a palpable impact on the market. To cite an example: if someone wants to invest efforts in better and more efficient healthcare, the company to work for is TSS, the largest software supplier for the healthcare sector in the Netherlands. TSS companies also play a crucial role within governmental and financial sectors. For many talented and motivated people, this is a good reason to choose TSS. The terms and conditions of employment are arranged in a decentralised manner: each TSS company has its own policy in this area. Given the low turnover of staff, the terms of employment are more than adequately in line with market standards.

Consultations Due to the specific nature of each TSS company, there is no central works council, but rather an individual council for each company – apart from Yonder and Co-maker. The works councils are consulted on a variety of issues affecting the companies.

Situation in 2012 At the end of 2012, TSS had 1,792 employees (1,689 FTE): 1,397 men and 395 women (78% vs. 22%) of which 86.5% are professional and 13.5% comprise staff. Compared to 2011, the workforce increased by 3.7%. The average illness rate in 2012 was 2.4% (2011: 2.6%). The average age of employees was 38.7 years. An employee survey showed that employees gave their work environment a score of 7.2.

TSS organisational structure

Annual report 2012 | Total Specific Solutions

Corporate governance TSS is a corporation with a ‘two-tier board’, composed of the Supervisory Board and the Executive Board.

Executive Board The Executive Board is appointed by the Annual General Meeting of Shareholders, which also determines remuneration and other terms of employment of its directors. The Executive Board represents the corporation and is authorised to appoint officers with power of representation. Directors in the Executive Board have collective duties, while each one manages his/her own portfolio.

Managing Board of Directors

The Managing Board of Directors shapes TSS’ strategy

In 2010, TSS established a Managing Board of Directors. This board consists of members of the Executive Board and managing directors of all TSS companies. Although it is not a statutory body, rules of procedure were established to determine its goals, procedures and decision- making. The Board of Directors formulates the strategy of TSS. The Board of Directors in 2012 consisted of: Robin van Poelje, CEO Matthieu van Amerongen, CFO Abdeluheb Choho, CMO Kees Buisman Managing Director at Everest Over a period of 10 years, Buisman held various positions at Bolesian, including Chief Operating Officer and Managing Director. Buisman is founder of Everest.

Ton Hafkamp Managing Director at PinkRoccade Healthcare Hafkamp has been active at PinkRoccade (or legal predecessors of PinkRoccade) since 1992 and since 2004 he has held managerial positions in the company. Carlos Hagenaars Managing Director of Co-maker Prior to joining Co-maker, Hagenaars worked at various leading international software companies where he was responsible for product launches and development teams. Ronald Kasteel Managing Director at KZA Kasteel previously held various management positions at Ordina, including CEO. Han Knooren Managing Director at PinkRoccade Local Government Knooren used to be co-owner and managing director at Yuki and held various management positions at McKesson. Edwin Manten Managing Director of TASS Manten previously served as director at Imtech Technical Systems and business unit manager at Ordina Technical Automation and High Tech Automation. Robi Nederlof Managing Director at PharmaPartners Managing Director of PharmaPartners since 1989; Nederlof received his MBA and Master in Business Informatics from Erasmus University Rotterdam, amongst others. Ramon Zanders Managing Director at Yonder Zanders has a strong background in the services industry and outsourcing, and previously served as managing director at SAP outsourcing partner Perfect for People.

Supervisory Board

Internal risk management

The Supervisory Board is appointed by the annual general meeting of shareholders and is responsÂ ible for monitoring the policy of the managing board of directors as well as the general course of affairs within TSS and TSS companies. In addition, this body advises the Executive Board. The Supervisory Board meets -next to regular meetings- whenever an officer of the Executive Board deems it necessary. All decisions by the Supervisory Board are made by a majority of votes.

Market risk

Financial Reports The Executive Board reports financial results to the Supervisory Board and shareholders. TSS utilises International Financial Reporting Standards for its annual financial statements. These international standards generally apply to companies quoted on a stock exchange. This is a deliberate choice; although the company is not quoted on a stock exchange, TSS wants to be distinguished in the market and to offer the highest quality. The Executive Board prepares the annual financial statements and submits them to an auditor for auditing. The auditor complies with professional and statutory requirements for guaranteeing expertise and independence. Within five months after the end of the financial year, the Executive Board publishes the annual financial statements. The Annual General Meeting of Shareholders eventually adopts the financial statements.

Annual report 2012 | Total Specific Solutions

TSS operates in complex and knowledge-intensive markets where clients are large in numbers and vary in size. By working with such a diversity of clients, TSS learned how to limit its market risks â&#x20AC;&#x201C; the effect of market movements on operating results and draining of capital resources â&#x20AC;&#x201C; also because certain markets can move in contradictory directions. At the same time, TSS also provides services that are equally needed during economic recessions; more than 50% of TSS turnover consists of recurring business.

Over 50% of the revenue is recurring business

Financial risks In a large and innovative company such as TSS, it is essential to limit financial risks to a manageable minimum. TSS, therefore, implements a very active policy of accounts receivable; the very first step to reducing credit risks. The credit risk is further limited because TSS operates in various markets and serves clients of varying sizes within these markets. Thanks to the commitments of its credit facilities, TSS has adequate financing sources for now and the foreseeable future. Nevertheless, the strategy of TSS is aimed to keep the net debt to EBITDA ratio below 3. Detailed reporting places TSS in a position to carry out powerful project management. This ensures that operational risks of TSS are constantly evaluated by means of clear reporting and uniform quality standards, including a standardised Balanced Scorecard. In addition, evaluation of operational risks is also supported by an independent external check.

Report of the Supervisory Board For the Supervisory Board (SB) of Total Specific Solutions (TSS), 2012 was a broadening year in which the course taken in 2010 and 2011 was monitored for progress. Strategic developments of the company were very keenly monitored. Specific attention was paid to KZA and Co-Maker. In addition, TASS, PinkRoccade Local Government and Yonder were given the opportunity to present their strategies for the coming years and to discuss them with the SB. Also under discussion was the strategy that PinkRoccade Healthcare and PharmaPartners developed for the healthcare market. Finally, we discussed TSS’ strategic positioning as the largest software company for vertical markets in the Benelux. In addition to this strategic orientation, the SB has gathered information about the market and financial developments for TSS in general and the specific markets and products in particular.

Increasing cooperation between TSS companies

The SB has ascertained that the elected manage ment structure under the leadership of the Executive Board (EB) is functioning well. There is an increase in collaboration and members of the Board of Directors also apply themselves to interest of the entire concern. This further strengthens the company from within. It is precisely during these economically difficult times that clients perceive the cooperation with TSS as a solid and qualitative experience. Firm mutual interaction that we have outlined and highly qualified employees comprise a solid base for achieving this. Regarding the men-women

ratio (concerning article 2:276 of the Dutch Civil Code), please refer to page 10. In 2012, the company routinely consulted with the SB, in meetings and otherwise. During meetings with the SB, the following were discussed: • Developments in the market • Strategy and organisation • The strategic HR policy • The acquisition policy • The financing structure • Corporate governance and the development of legislations • Budgets for 2013-2017 • The financial statements The Supervisory Board wishes to thank all employees for their efforts in the past year. Their work is what has contributed to the success of TSS. The Supervisory Board consists of three members and met four times in 2012. The meetings took place at KZA, TASS, Co-Maker offices and at the headoffice of Rabobank in Utrecht, the Netherlands. The SB was fully represented at each meeting. Also the Executive Board of Total Specific Solutions attended these meetings. The auditor participated in the meetings in which the financial statements of 2011 and other related items were discussed. The Annual General Meeting of Shareholders took place in April 2012.

Prof. em. dr. L. Koopmans (chairman) Professor Koopmans is an experienced director in both public and private organisations, serving as chairman of the supervisory boards of Rabobank Nederland, Arriva Nederland and the Siers Group (among other companies), and as chairman of the board of Stichting TBI, shareholder of TBI Holdings. Mr Koopmans is also a member of the Governing Board of Groningen University Medical Centre and a member of the Board of Unilever Trust Office. He used to serve as chairman of the Board of Directors of TBI Holdings, member of the Supervisory Board of NUON and TNO, and director of Algemeen Burgerlijk Pensioenfonds. Through his work for Rabobank and TBI he has gained extensive experience with the decentralised management model used by TSS.

Drs. P.P.J.J.M. van Besouw

G. Oosterhof

Mr Van Besouw has ample experience in the financial services industry and holds positions in a variety of social sectors. His positions include board member of the Cordeans Foundation, external advisor of the board of Balance-management at pension fund SPW and member of the Optiver Supervisory Board. Until May 2003, Mr Van Besouw was Chairman of the Board of Directors at NV Bank Nederlandse Gemeenten (Bank of Dutch municipalities).

Having served as CEO of TSS until May 2010, Mr Oosterhof was subsequently appointed as a member of the Supervisory Board. He has many years of experience in IT and finance at government agencies and companies in industries in which TSS operates, having been responsible, for example, for reorganising the ICT Centre of the Tax & Customs Admini stration (Belastingdienst). Previously, he held a variety of positions at PinkRoccade and Getronics PinkRoccade, most recently as Chief Operating Officer. Prior to joining PinkRoccade, Mr Oosterhof worked at Cadans – currently known as UWV (Employee Insurance Agency) – as a member of the Board of Directors and was responsible for sales, marketing and IT.

Annual report 2012 | Total Specific Solutions

consolidated financial statem

ments

Annual report 2012 | Total Specific Solutions

Consolidated income statement for the year ended 31 December 2012 2012

2011

Revenue Cost of sales

201,110 -28,454

196,684 -27,377

Gross profit

172,656

169,307

Wages and salaries

-102,814

-103,597

Depreciation, amortisation and impairments Other operating expenses

-19,877 -33,009

-18,125 -36,726

Result from operating activities

16,956

10,859

Finance income Finance expenses

1,006 -2,942

990 -3,965

Result before tax

15,020

7,884

Income tax expenses

-2,508

-2,110

12,512

5,774

In thousands of euros 6

Result for the year

Consolidated statement of comprehensive income for the year ended 31 December 2012

15, 24 29

In thousands of euros

2012

2011

Result for the year Actuarial gains arising on defined benefit pension schemes Exchange result arising on translation of foreign operations Cash flow hedge Income tax relating to components of other comprehensive income

12,512

5,774

1,102

-25 52 -13

-17 243 -291

12,526

6,811

Total comprehensive income for the year Result for the year attributable to: Owners of the parent

9,826

4,132

Non-controlling interest

2,686

1,642

12,512

5,774

9,868 2,658

4,931 1,880

12,526

6,811

Total comprehensive income attributable to: Owners of the parent Non-controlling interest

Annual report 2012 | Total Specific Solutions

Consolidated statement of financial position as at 31 December 2012 2012

2011

Property, plant and equipment Intangible assets Deferred tax assets Derivative financial assets Loans receivables

8,679 111,840 8,513 1,180

9,472 118,156 9,188 3 1,176

Total non-current assets

130,212

137,995

1,550

Trade receivables Prepaid expenses Other receivables Cash and cash equivalents

29,641 10,226 2,920 25,141

21,653 8,124 2,538 30,140

Total current assets

67,928

62,455

199,690

200,450

In thousands of euros

ASSETS 10,13 11,12,13 29 15 16

11,13 17 18 17 19

Assets held for sale

Total assets

2012

2011

Share capital Share premium Legal reserve Cash flow hedge reserve Other reserves Result for the year

18 20,231 18,761 -466 3,295 9,826

18 19,847 19,166 -529 -937 4,132

Non-controlling interest

51,665 5,644

41,697 3,035

Total equity

57,309

44,732

37,538 319 652 18,077 3,753 3,630

50,387 348 903 19,024 5,154 5,152

Total non-current liabilities

63,969

80,968

Loans and borrowings Trade creditors Income tax Amounts owed to associated companies Deferred income Other payables

14,399 11,905 1,651 121 17,008 33,328

12,228 12,743 860 16,913 32,006

Total current liabilities

78,412

74,750

142,381

155,718

199,690

200,450

In thousands of euros

EQUITY 20 22 23 24 25

LIABILITIES 26 27 15 29

26 30 30 31 30 30

Loans and borrowings Employee benefits Derivative financial liabilities Deferred tax liability Deferred income Other payables

Total liabilities Total equity and liabilities

Annual report 2012 | Total Specific Solutions

Consolidated statement of changes in equity Share capital

Share premium

Legal reserve

Cash flow hedge reserve

Other reserves

Result for the year

Total

Balance at 1 January 2011 Movement legal reserve Result previous year Result for the year Additions Exchange results Changes in ownership interests in subsidiaries Actuarial gain Cash flow hedge

18 -

16,171 -824 4,500 -

18,359 824 -17

-757 -

-8,049 6,711 -

6,711 -6,711 4,132 -

32,453 4,132 4,500 -17

228

-187 826 -238

-187 826 -10

Balance at 31 December 2011

19,847

19,166

-529

-937

4,132

41,697

Balance at 1 January 2012 Movement legal reserve Result previous year Result for the year Exchange results Changes in ownership interests in subsidiaries Cash flow hedge

18 -

19,847 384 -

19,166 -384 -21

-529 -

-937 4,132 -

4,132 -4,132 9,826 -

41,697 9,826 -21

96 4

96 67

Balance at 31 December 2012

20,231

18,761

-466

3,295

9,826

51,665

In thousands of euros

Consolidated statement of cash flows for the year ended 31 December 2012 2012

2011

15,020

7,884

19,877 -29 -1,006 2,942

18,125 131 -990 3,965

36,804 -10,432 -6,235

29,115 2,966 -2,172

Interest received Interest paid Income taxes paid

20,137 906 -2,037 -2,002

29,909 990 -2,334 -2,122

Net cash from operating activities

17,004

26,443

-9,470 -4,092 22 83 -900 25

-8,645 -5,711 65 -28,000 101

-14,332

-42,190

Share premium Balance of increase and repayment of loans and borrowings Changes in ownership interests in subsidiaries

-7,714 43

4,500 363 -1,216

Net cash used in financing activities

-7,671

3,647

-4,999

-12,100

30,140 -4,999

25,676 16,564 -12,100

25,141

30,140

In thousands of euros

Cash flows from operating activities Result before tax Adjustments for: Depreciation Movements in employee benefits Interest income Interest expense

In/decrease trade and other receivables Decrease trade and other payables

Cash flows from investing activities Investments intangible fixed assets Investments property, plant and equipment Disposals intangible fixed assets Disposals property, plant and equipment Acquisition of subsidiaries Purchaseprice assets/liabilities transaction In/decrease financial fixed assets

Net cash used in investing activities Cash flows from financing activities

Net decrease in cash and cash equivalents Cash and cash equivalents at 1 January Cash and cash equivalents of new consolidations Movement for the year

Cash and cash equivalents at 31 December

Annual report 2012 | Total Specific Solutions

Notes to the consolidated financial statements 1 Reporting entity Total Specific Solutions (TSS) B.V. (the “Company) is a company domiciled in the Netherlands and founded on 4 November 2008. The ultimate parent company of the company is Strikwerda Investments B.V. The address of the Company’s registered office is Blaricum. The consolidated financial statements of the Company for the year ended 31 December 2012 comprise the Company and its subsidiaries (together referred to as the “Group”). Comparative figures have been reclassified, where necessary, to reflect the current year’s presentation.

Group activities The Group is classified as an IT company. The Group advices and develops software solutions on information systems and supplies management advices and training in this field.

2 Accounting Policies Basis of preparation Statement of compliance The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the European Union (“adopted IFRSs”). The preparation of financial statements in compliance with adopted IFRS requires use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note 3. The financial statements were authorised for issue by the Board of Directors on 11 March 2013. Changes in accounting policies The following new standards, interpretations and amendments, effective for the first time from 1 January 2012, have had no material effect on the financial statements: • IFRS 13 Fair Value Measurement; • IFRIC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine Changes in the following standards, interpretations and amendments, as a result of improvements, have had no material effect on the financial statements: • IFRS 7 Financial Instruments: Disclosures • IAS 32 Financial Instruments: Presentation • IFRS 1 First-time Adoption of International Financial Reporting Standards • IAS 12 Income Taxes • IAS 1 Presentation of Items of Other Comprehensive Income

The amendment to IAS 19, “Employee Benefits” will become effective in 2013. Impact of this amended standard is nil for the group as the defined benefit plan of PharmaPartners ended in 2012. We refer to note 28 for further information on this matter. The following new standards, interpretations and amendments, which have not been applied in these financial statements, will or may have an effect on the Group’s future financial statements: • IFRS 10 Consolidated Financial Statements • IFRS 11 Joint Arrangements • IFRS 12 Disclosure of Interests in Other Entities • IFRS 13 Fair Value • Amended IAS 1 Financial Statement Presentation • Amended IAS 27 Separate Financial Statements • Amended IAS 28 Investments in Associates and Joint Ventures None of the other new standards, interpretations and amendments are expected to have a material effect on the Group’s future financial statements.

Basis of consolidation Where the company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. The consolidated financial statements incorporate results of business combinations using the purchase method. In the statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. Results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Foreign currency Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (their “functional currency”) are recorded at the rates ruling when transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at reporting date. Exchange differences arising on retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss. On consolidation, results of overseas operations are translated into Euro at rates approximating to those ruling when transactions took place. All assets and liabilities of overseas operations, including goodwill arising on acquisition of those operations, are translated at the rate ruling at reporting date. Exchange differences arising on translating opening net assets at opening rate and results of overseas operations at actual rate are recognised in the income statement and accumulated in the foreign exchange reserve.

Annual report 2012 | Total Specific Solutions

Exchange differences recognised in profit or loss of Group entities’ separate financial statements on translation of long-term monetary items forming part of the Group’s net investment in overseas operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation.

Intangible fixed assets - goodwill Goodwill represents excess of costs of a business combination over, the Group’s interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. For all business combinations cost comprised fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, fair value of existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognised immediately as an expense. Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated income statement. Where fair value of identifiable assets, liabilities and contingent liabilities exceed fair value of consideration paid, excess is credited in full to the consolidated income statement on the acquisition date.

Externally acquired intangible assets Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straightline basis over their useful economic lives. Intangible asset Useful economic Life Valuation method Licenses and trademarks 10 years Multiple of estimated revenues and profits Customer relationships 10 - 22 years Estimated discounted cash flow Intellectual property rights 5 - 10 years Multiple of estimated revenues and profits

Internally generated intangible assets (development expenses) Expenditure on internally developed products is capitalised if it can be demonstrated that: • it is technically feasible to develop the product for it to be sold; • adequate resources are available to complete development; • there is an intention to complete and sell the product; • the Group is able to sell the product; • sale of the product will generate future economic benefits; and • expenditure on the project can be measured reliably. Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. Amortisation expense is included within the depreciation in the consolidated income statement. In general this period amounts 7 years. Development expenditures not satisfying the above criteria and expenditures on the research phase of internal projects are recognised in the consolidated income statement as incurred.

Property, plant and equipment Recognition and measurement Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that is directly attributable to the acquisition of the assets. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “depreciation” in profit or loss. Subsequent costs Costs of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. Costs of day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Depreciation Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Freehold land is not depreciated. Depreciation on assets under construction (prepayments) does not commence until they are complete and available for use. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates: • Land and buildings • Plant and equipment • Other operating fixed assets

11.43-17.67% per annum 20-33.33% per annum 20-33.33% per annum

Depreciation methods, useful lives and residual values are reviewed at each reporting date.

Impairment of non-financial assets (excluding deferred tax assets) Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units (‘CGUs’). Goodwill is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from the synergies of the combination giving rise to the goodwill. Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed.

Annual report 2012 | Total Specific Solutions

Financial assets The Group classifies its financial assets into the category loans and receivables, because of the purpose for which the asset was acquired. The Group has not classified any of its financial assets as held to maturity. Other than financial assets in a qualifying hedging relationship, the Group’s accounting policy is as follows: Loans and receivables These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the concerning company will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between net carrying amount and present value of future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within other operating expenses in the consolidated income statement. On confirmation that the trade receivable will not be collectable, gross carrying value of the asset is written off against the associated provision. The Group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and – for the purpose of the statement of cash flows - bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.

Financial liabilities The Group classifies its financial liabilities into the category other financial liabilities, because of the purpose for which the liability was acquired. Other than financial liabilities in a qualifying hedging relationship (see below), the Group’s accounting policy is as follows: Bank borrowings are initially recognised at the amount advanced net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the balance sheet. “Interest expense” in this context includes initial transaction costs and premiums payable on redemption, as well as any interest or coupons payable while the liability is outstanding. Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses.

Hedge accounting Hedge accounting is applied to financial assets and financial liabilities only where all of the following criteria are met: • At inception of the hedge there is formal designation and documentation of the hedging relationship and the Group’s risk management objective and strategy for undertaking the hedge. • For cash flow hedges, the hedged item in a forecast transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect profit or loss. • The cumulative change in the fair value of the hedging instrument is expected to be between 80 - 125% of the cumulative change in the fair value or cash flows of the hedged item attributable to the risk hedged (i.e. it is expected to be highly effective). • The effectiveness of the hedge can be reliably measured. • The hedge remains highly effective on each date it is tested. The Group has chosen to test effectiveness of its hedges on a yearly basis. Cash flow hedges The effective portion of gains and losses on derivatives used to manage cash flow interest rate risk (such as floating to fixed interest rate swaps) are recognised in other comprehensive income and accumulated in the cash flow hedge reserve. However, if the Group closes out its position early, cumulative gains and losses recognised in other comprehensive income are frozen and reclassified from the cash flow hedge reserve to profit or loss using the effective interest method. The ineffective portion of gains and losses on derivatives used to manage cash flow interest rate risk are recognised in profit or loss within interest expense or interest income.

IFRS 7 Fair value measurement hierarchy IFRS 7 requires certain disclosures which require classification of financial assets and financial liabilities measured at fair value using a fair value hierarchy that reflects significance of inputs used in making fair value measurement (see note 3). The fair value hierarchy has the following levels: a. quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); b. inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and c. inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). The level in the fair value hierarchy within which the financial asset or financial liability is categorised is determined on basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the three levels.

Share capital Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Groups ordinary shares are classified as equity instruments.

Retirement benefits: Defined contribution schemes Contributions to defined contribution pension schemes are charged to the consolidated income statement in the year to which they relate.

Annual report 2012 | Total Specific Solutions

Retirement benefits: Defined benefit schemes PharmaPartners has a pension commitment to her employees. Until 31 December 2012 this pension commitment was classified as a defined benefit scheme. As of 31 December 2012, the pension commitment changed to a defined contribution scheme. As at 31 December 2012, the company has an agreement to commute and fix the pension entitlements. As of 31 December 2012, the company concluded an arrangement, in which they agree to pay a fixed amount of premium for the pension entitlements. Under this new scheme the company has no obligations concerning actuarial or investments risks. The pension costs of the defined benefit obligation during the year consist of change in the present value of the defined benefit obligation at the balance sheet date, the accrued interest, the expected return on plan assets and rights to compensation, accrued actuarial results and attributable past service costs. As a result of termination of the defined benefit scheme, the results of this termination are recorded in this financial year. The company uses actuarial calculations (projected unit credit method) to measure the obligations and the costs. For the calculation, actuarial assumptions are made about demographic variables (such as employee turnover and mortality) and financial variables (such as future indexation and the discount rate). The discount rate is determined by reference to market rates. These are interest rate of high-quality corporate bond that are denominated in the currency in which the benefit will be paid and that have terms to maturity, approximating the terms of the related liability. Actuarial gains and losses are recognised immediately in other comprehensive income as allowed under IAS 19 paragraph 98. Past service costs are recognised immediately in the consolidated statement of income, unless the entitlements to the adjusted benefits depend on employeeâ&#x20AC;&#x2122;s future service (the vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period. Gains or losses on curtailment or settlement of a defined benefit plan are recognised on the date of the curtailment or settlement.

Termination benefits Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for the benefits. The company recognises termination benefits when the company is demonstrably committed to either terminating employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to present value.

Other long-term obligations These employee benefits include jubilee or other long-service benefits, long-term disability benefits and, if they are not fully payable within 12 months after the end of the period, bonuses and deferred compensation. The expected costs of these benefits are accrued over the period of employment using an accounting method similar to that for defined benefit pension plans, except that actuarial gains and losses and past-service costs are recognised immediately.

Provisions The group has recognised provisions for liabilities of uncertain timing or amount. The provision is measured at the best estimate of the expenditure required to settle the obligation at reporting date, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability.

Revenue Revenue comprises the fair value of the consideration received or receivable for sale of goods and services in the ordinary course of the Companyâ&#x20AC;&#x2122;s activities. Revenue is shown net of value added tax, rebates and discounts. Licenses The Company records revenue from software licenses and products when persuasive evidence of an arrangement exists, the software product has been shipped, there are no significant uncertainties surrounding product acceptance, the fees are fixed and determinable and collection is considered feasible. The Company uses the residual method to recognise revenue when a license agreement includes one or more elements to be delivered at a future date if evidence of the fair value of all undelivered elements exists. If an undelivered element for the arrangement exists under the license arrangement, revenue is deferred based on vendor-specific objective evidence of the fair value of the undelivered element. As soon as vendor-specific objective evidence of fair value does not exist or all elements have been delivered revenue is also recognised. Services Customer support revenue consist of revenue derived from contracts to provide technical support to license holders. These revenues are recognised over the term of the contract. Network revenues consist of revenues earned from customers under an application service provider (ASP) model. Under this model, customers pay a monthly fee that entitles them to use the Companyâ&#x20AC;&#x2122;s software on a secure, hosted, third party server. These revenues are recognised as services are provided on a monthly basis over the term of the customerâ&#x20AC;&#x2122;s contract. Hardware Revenue on hardware is recognised as soon as all risk and rewards are transferred.

Government grants Government grants received on capital expenditures are generally deducted in arriving at the carrying amount of development expenses recognised as they are incurred. Grants for revenue expenditures are netted against cost incurred by the Group. Where retention of a government grant is dependent on the Group satisfying certain criteria, it is initially recognised as deferred income. When the criteria for retention have been satisfied, the deferred income balance is released to the consolidated income statement or netted against asset purchased.

Finance income and expense Finance income comprises interest income on funds invested and receivables from related companies. Interest income is recognised as it accrues in profit or loss, using the effective interest method. Finance expenses comprise interest expense on borrowings and on payables due to related companies. All borrowing costs are recognised in profit or loss using the effective interest method.

Annual report 2012 | Total Specific Solutions

Income tax Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Presentation of cash flow statement The cash flow statement is prepared using the indirect method. The funds in the cash flow statement consist of cash at bank and in hand. Cash flows in foreign currencies are translated at an estimated average rate. Exchange rate differences, finance income and expenses and tax on income are accounted for as cash flows from operational activities. Dividends paid are included as cash flows from financing activities.

3 Critical accounting estimates and judgements The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Judgements, estimates and assumptions (a) Impairment of goodwill The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. More information including carrying values is included in notes 12 and 13. (b) Impairment of intangible fixed assets The Group is required to test, on an annual basis, whether intangible fixed assets have suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash outflows that is expected to be incurred before the asset is ready for use or for sale and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. More information including carrying values is included in notes 11, 12 and 13. (c) Pension assumptions The costs, assets and liabilities of the defined benefit schemes operating by the Group are determined using methods relying on actuarial estimates and assumptions. Details of the key assumptions are set out in note 28. The Group takes advice from independent actuaries relating to appropriateness of the assumptions. Changes in the assumptions used may have a significant effect on the consolidated income statement and the consolidated statement of financial position. (d) Assumptions provision for jubilee The costs for jubilee are determined using methods relying on assumptions. Details of the key assumptions are set out in note 27. Changes in the assumptions used may have an effect on the consolidated income statement and the consolidated statement of financial position. (e) Determination of fair values of intangible assets acquired in business combinations The fair value of intangible assets is based on discounted cash flows expected to be derived from use and eventual sale of the asset. (f) Assumptions provision for bad and doubtful debts The costs for bad and doubtful debts are determined using methods relying on assumptions. Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.

Annual report 2012 | Total Specific Solutions

4 Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and / or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Trade and other receivables The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.

Fair value of financial instruments The group determines the fair value of financial instruments that are not quoted, such as interest rate swaps and caps, using valuation techniques. The stated market value of interest rate swaps and caps is derived from the bank’s estimation of the mid-market prices as of the date stated. For the estimation the bank used ‘close of business’ market data. Those techniques are significantly affected by the assumptions used. In that regard, the derived fair value estimates cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately.

5 Financial instruments - risk management The Group’s financial instruments, other than derivatives, comprise borrowings, loans receivables, cash and liquid resources, and various items, such as trade receivables and payables that arise directly from its operations. In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

Financial assets In thousands of Euros

2012

2011

Carrying value

Maximum exposure

Carrying value

Maximum exposure

Loans receivables Derivative financial assets Trade receivables Prepaid expenses Other receivables Cash and cash equivalents

1,180 29,641 10,226 2,920 25,141

1,176 3 21,653 8,124 2,538 30,140

Total financial assets

69,108

63,634

Cash in bank A significant amount of cash is held with the following institutes:

ABN AMRO Bank N.V. Rabobank

Rating at 31 December 2012

Rating at 31 December 2011

A AA-

A+ AA

Management monitors the utilisation of the credit limits regularly and at the reporting date does not expect any losses from non-performance by the counterparties. Risks The most important risks for the company are: â&#x20AC;˘ Interest rate risk, on its borrowings at floating interest rates; â&#x20AC;˘ Credit risks, on its outstanding balances with banks and debtors; â&#x20AC;˘ Liquidity risks regarding the ability to repay loans and borrowing. Interest rate risk The company has identified an interest rate risk on its loans and borrowings. Most of the loans have a floating interest rate risk. It is company policy to hedge the interest rate risk for anywhere between 75% and 100%. Therefore the company has a limited risk on interest rate fluctuation. Credit risk The Group does not enter into derivatives to manage credit risk, although in certain isolated cases may take steps to mitigate such risks if it is sufficiently concentrated. The company has identified the risks that outstanding debts and banks will not be able to repay the receivables to the company. For cash which has been posted to banks, only banks with a minimum A rating are selected. Regarding other receivables the company actively manages outstanding debts.

Annual report 2012 | Total Specific Solutions

Quantitative disclosures of credit risk exposure in relation to financial assets are set out below. Further disclosures regarding trade and other receivables, which are neither past due nor impaired, are provided in note 17. Liquidity risk Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The company achieves this objective by maintaining an Net debt to EBITDA ratio below 3. The liquidity risk of each group entity is managed locally. Each operation has a facility based on the local budget. The budgets are set locally and agreed by the board in advance, enabling the Group’s cash requirements to be anticipated. Where facilities of group entities need to be increased, approval must be sought from the group finance director. Where the amount of the facility is above a certain level agreement of the board is needed. Details are included in the respective notes: • Trade and payables – note 30 • Loans and borrowings – note 26 • Derivative financial liabilities – note 15 Capital Disclosures The company has externally imposed capital requirements by banks and providers of loans and borrowings. These capital requirements are based on Net Debt to EBITDA (NDE) and Debt Service Coverage Ratio (DSCR). NDA should be below 3 and DSCR should at least exceed 1.1.

6 Revenues In thousands of euros Services Licenses Hardware

Revenues

2012

2011

189,560 10,355 1,195

182,530 13,099 1,055

201,110

196,684

7 Wages and salaries The average number of full time equivalent employees of the company during 2012 including executive directors was 1,669 (2011: 1,654). Wages and salaries relates to social security premiums for an amount of € 13,020,000 (2011: € 11,614,000) and to pension contributions for an amount of € 6,274,000 (2011: € 7,611,000).

8 Other operating expenses Audit fee The fee for the audit of the consolidated financial statements 2012, invoiced by BDO Audit & Assurance B.V., amounts approximately € 192,000 (2011: € 280,000)

9 Income tax expenses The tax expense for the year can be reconciled to the result in the income statement as follows: In thousands of euros

2012

2011

Result before tax

15,020

7,884

3,755 -40 -1,166 117 2 140 -6 -265 3 15 47

1,971 -40 -1,147 136 53 114 -6 -184 732 46 -29 464

2,508

2,110

Income tax using the domestic tax rate of 25% (2011: 25%) Benefit of first bracket of income tax Adjustment for goodwill Limited deductible costs Non-deductible costs Non-deductible interest Investment allowance Innovation tax benefit Available losses Interest rate swap Foreign tax rate differences Taxes previous years

Income tax expense

The tax rate used for the reconciliations above is the corporate tax rate of 25% (2011: 25%) payable by corporate entities in the Netherlands on taxable profits under tax law in that jurisdiction. The effective tax rate 2012 amounts 16.7% (2011: 26.8%). The difference in effective tax rate is mainly caused by the impairment in 2011 of the deferred tax asset for available losses and adjustments made in 2011 for tax positions in previous years.

Annual report 2012 | Total Specific Solutions

10 Property, plant and equipment In thousands of euros

Land Plant and and buildings equipment

Other operating fixed assets

Payments tangible fixed assets

Total

Cost Balance at 1 January 2011 Additions New consolidations Disposals

Balance at 31 December 2011 Balance at 1 January 2012 Additions Assets/liabilities transaction Disposals Held for sale

Balance at 31 December 2012

2,056 322 -12

120 29 -

23,181 5,360 4,139 -321

15 -15

25,372 5,711 4,139 -348

2,366

149

32,359

34,874

2.366 162 -171 -

149 38 -4 -

32,359 3,892 20 -532 -843

34,874 4,092 20 -707 -843

2,357

183

34,896

37,436

-1,057 -331 7

-97 -14 -

-17,199 -4,426 -2,564 279

-18,353 -4,771 -2,564 286

-1,381

-111

-23,910

-1,381 -310 169 -

-111 -22 3 -

-23,910 -4,460 -30 452 843

-25,402 -4,792 -30 624 843

-1,522

-130

-27,105

-28,757

999 985 835

23 38 53

5,982 8,449 7,791

15 -

7,019 9,472 8,679

Depreciation Balance at 1 January 2011 Depreciation for the year New consolidations Disposals

Balance at 31 December 2011 Balance at 1 January 2012 Depreciation for the year Assets/liabilities transaction Disposals Held for sale

Balance at 31 December 2012

- -25,402

Carrying amounts At 1 January 2011 At 31 December 2011 At 31 December 2012

Bank borrowings are secured on the Groupâ&#x20AC;&#x2122;s freehold property, plant and equipment.

11 Intangible assets Purchased goodwill

Development expenses

Intellectual property rights

Customer Relationships

Total

23,827 12,802 -

36,088 8,562 -730

4,263 83 11,128 -

53,090 10,518 -

117,268 21,447 21,646 -730

36,629

43,920

15,474

63,608

159,631

36,629 -

43,920 8,570 -8,580 -4,784

15,474 900 -44 -2,500

63,608 840 -

159,631 9,470 840 -8,624 -7,284

36,629

39,126

13,830

Balance at 1 January 2011 Depreciation for the year New consolidations Disposals Impairments

-17,728 -4,646 730 -3,093

-1,979 -1,956 -878 -

-8,266 -3,659 -

-27,973 -10,261 -878 730 -3,093

Balance at 31 December 2011

-24,737

-4,813

-11,925

-41,475

Balance at 1 January 2012 Depreciation for the year Disposals Impairments Held for sale

-24,737 -5,155 8,559 -3,825 3,948

-4,813 -2,291 44 1,786

-11,925 -3,784 -

-41,475 -11,230 8,603 -3,825 5,734

Balance at 31 December 2012

-21,210

-5,274

-15,709

-42,193

23,827 36,629 36,629

18,360 19,183 17,916

2,284 10,661 8,556

44,824 51,683 48,739

89,295 118,156 111,840

In thousands of euros

Cost Balance at 1 January 2011 Additions New consolidations Disposals

Balance at 31 December 2011 Balance at 1 January 2012 Additions Assets/liabilities transaction Disposals Held for sale

Balance at 31 December 2012

64,448 154,033

Depreciation and impairment

Carrying amounts At 1 January 2011 At 31 December 2011 At 31 December 2012

Annual report 2012 | Total Specific Solutions

Current estimates of useful economic live of intangible assets are as follows: Goodwill Development expenses Intellectual property rights and trade names Customer relationships

Indefinite 7 years 5 - 10 years 10 - 22 years

12 Goodwill The carrying amount of goodwill is allocated to the cash generating units (CGUs) as follows: In thousands of euros

2012

2011

PinkRoccade Local Government PharmaPartners PinkRoccade Healthcare Everest TASS Yonder

12,951 9,556 8,409 3,971 1,066 676

36,629

13 Impairments Goodwill Annually an impairment test is performed, based on the five-years budget of each cash generating unit. The value in use is estimated by using the discounted cash flow method. The WACC is calculated at 13.6% (2011: 13.6%). Based on impairment tests, performed as per year end, no impairment of goodwill was necessary.

Other intangible fixed assets Regarding the capitalised development expenses, an impairment was considered necessary. In financial year 2012 a number of projects appeared to be based on outdated technology. Therefore, an impairment was charged to the profit & loss account.

Property, plant and equipment The other operating fixed assets are impaired for an amount of â&#x201A;Ź 30,000 due to the intended sale of these assets for an amount of â&#x201A;Ź 3,000.

14 Subsidiaries The principal subsidiaries of Total Specific Solutions (TSS) B.V., all of which have been included in these consolidated financial statements, are as follows:

Interest at 31 December Name company KZA Holding B.V., Blaricum Kwaliteitszorg in de Automatisering (KZA) B.V., Baarn Top Talent Consultancy B.V., Baarn Co-Maker Holding B.V., ‘s-Gravenhage Rorema Beheer B.V., ‘s-Gravenhage Co-Maker B.V., ‘s-Gravenhage TASS Holding B.V., Eindhoven TASS B.V., Eindhoven TASS Belgium N.V., Leuven, Belgium Yonder Holding B.V., Blaricum Yonder Nederland B.V., Blaricum Yonder SRL, Cluj Napoca, Romania Everest Holding B.V., Blaricum Everest B.V., ‘s-Hertogenbosch PharmaPartners B.V., Oosterhout H.I. Systems B.V., Breda TSS TH 6 B.V., Apeldoorn TSS TH 5 B.V., Apeldoorn TSS TH 4 B.V., Apeldoorn PinkRoccade Local Government B.V., Eindhoven PinkRoccade Local Government Samenlevingszaken B.V., Breda PinkRoccade Healthcare B.V., Apeldoorn PinkRoccade Gezondheidszorg B.V., Apeldoorn

2012 70.49% 70.49% 95.01% 100% 100% 100% 91.21% 91.21% 91.21% 85% 85% 85% 51.02% 51.02% 75% 75% 100% 92.82% 92.82% 97.5% n.a. 88% 88%

2011

(indirect)

(indirect) (indirect) (indirect) (indirect) (indirect) (indirect) (indirect) (indirect)

(indirect) (indirect) (indirect) (indirect)

70.49% 70.49% 95.01% 100% 100% 100% 92% 92% 92% 85% 85% 85% 51.02% 51.02% 75% 75% 100% 92.19% 92.19% 96.25% 96.25% 88% 88%

(indirect)

(indirect) (indirect) (indirect) (indirect) (indirect) (indirect) (indirect) (indirect)

(indirect) (indirect) (indirect) (indirect) (indirect)

Unless stated otherwise, the companies are located in the Netherlands. On 29 August 2011, PinkRoccade Local Government B.V. acquired 100% of the voting equity instruments of PinkRoccade Local Government Samenlevingszaken B.V. (formerly Planconsult B.V.). As at 31 Augustus 2012 PinkRoccade Local Government B.V. and PinkRoccade Local Government Samenlevingszaken B.V. merged. By means of a notarial deed dated 31 December 2012, the activities related to the business unit Aquima are legally separated from Everest B.V. and entered into a new entity named Aquima B.V. The effective split date is 1 January 2013. The value of assets to be split according to the proposal of separation is € 1,220,000, calculated using the interim financial report dated 30 September 2012. The value is based on Dutch GAAP. As at 23 January 2013 Total Specific Solutions (TSS) B.V. sold an interest of 1.62% in TASS Holding B.V. for an amount of € 131,000. We refer to note 25 for further disclosure on these changes in interest.

Annual report 2012 | Total Specific Solutions

15 Derivative financial instruments The derivative financial assets and liabilities are all designated as hedging instruments.

Cash flow interest rate swaps and caps The Group manages its cash-flow interest rate risk by using floating-to-fixed interest rate swaps and caps. Normally the Group raises long-term borrowings at floating rates and swaps them into fixed rates. The notional principal amounts of outstanding floating to fixed interest rate swap contracts designated as hedging instruments in cash flow interest rate hedges of variable rate debt at 31 December 2012 totalled € 27,137,500 (2011: € 25,262,500). Their fair value was € 651,708 (2011: € 706,761). The group also has an interest rate swap which is since financial year 2011 no longer effective as a hedge. The fair value of this interest rate swaps was € 126,544 (2011: € 195,769). Because of an agreement with the bank to conclude this interest rate swap for nil, this interest rate swap is valued at nil at year-end. The notional principal amounts of outstanding floating to fixed interest rate cap contracts designated as hedging instruments in cash flow interest rate hedges of variable rate debt at 31 December 2012 totalled € 13,650,000 (2011: € 13,650,000). Their fair value was nil (2011: € 3,075). At 31 December 2012, the main floating rates were one-month EURIBOR and three-months EURIBOR. Gains and losses recognised in the cash flow hedging reserve in equity (note 24) on interest rate swap and cap contracts as at 31 December 2012 will be released to the consolidated income statement as related interest expense is recognised. Information on the maturities of the loans is provided in note 26.

16 Loans receivables The loans receivables concern loans granted to shareholders of group companies. Interest is calculated at threemonths EURIBOR plus 200 points. No fixed redemption scheme is agreed.

17 Trade and other receivables In thousands of euros

2012

2011

Trade receivables Other receivables

29,641 2,920

21,653 2,538

32,561

24,191

The carrying amount of trade and other receivables approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows. Trade receivables were pledged to the ABN AMRO Bank N.V. as collateral to the rollover loan facilities and the overdraft facilities. As at 31 December 2012 trade receivables of € 10,100,000 (2011: € 6,247,000) were past due but not impaired. They relate to the customers with no default history. The ageing analysis of these receivables is as follows:

In thousands of euros

2012

2011

Up to 30 days 30 to 60 days 60 to 90 days More than 90 days

5,460 1,045 1,443 2,152

4,301 1,466 317 163

10,100

6,247

As at 31 December 2012 trade receivables for an amount of € 370,000 (2011: € 417,000) were past due and impaired. The amount of the provision as at 31 December 2012 was € 311,000 (2011: € 350,000). Movements on the group provision for impairment of trade receivables are as follows: In thousands of euros At beginning of the year New consolidations Provided during the year Receivable written off during the year as uncollectable Unused amounts reversed

2012

2011

350 165 -204

372 92 -22 17 -109

311

350

The movement on the provision for impaired receivables has been included in the other operating expenses line in the consolidated income statement. Other classes of financial assets included within trade and other receivables do not contain impaired assets.

Annual report 2012 | Total Specific Solutions

18 Prepaid expenses The prepaid expenses mainly consist of expenses incurred for other operating expenses for the next financial year.

19 Cash and cash equivalents In thousands of euros

2012

2011

ABN AMRO Bank N.V. Rabobank Other

17,866 6,490 785

22,836 6,858 446

25,141

30,140

Of the cash and bank balances, € 64,000 is not freely disposable (2011: € 216,000). At year-end, the group has credit balances of an amount of approximately € 3,692,000 with above mentioned credit institutions (note 26).

20 Share capital At 31 December 2012 the authorised share capital comprised of 9,000,000 ordinary shares with a par value of € 0.01. Issued are 1,800,000 shares. Reserve Description and purpose Share premium Amount subscribed for share capital in excess of nominal value. Legal Reserve Gains/losses arising on development expenses incurred. The reserve is not freely disposable. Cash flow hedging reserve Gains/losses arising on the effective portion of hedging instruments carried at fair value in a qualifying cash flow hedge. Foreign exchange reserve Gains/losses arising on retranslating the net assets of overseas operations into Euros. Other reserves All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

21 Analysis of amounts recognised in other comprehensive income In thousands of euros

Cash flow hedge reserve

Foreign exchange reserve

Other reserves

243 -15

-17 -

1,102 -276

228

-17

826

295 -28

-42 -

1,102 -276

267

-42

826

As at 31 December 2011 Gains recognised on hedging instruments Exchange differences arising on translation of foreign operations Actuarial result on defined benefit pension schemes Taxation

As at 31 December 2012 Gains recognised on hedging instruments Exchange differences arising on translation of foreign operations Actuarial result on defined benefit pension schemes Taxation

22 Share premium Under Dutch law this reserve is distributable providing there are sufficient net assets in the company. In thousands of euros

2012

2011

As at 1 January Additions Movement to legal reserve

19,847 384

16,171 4,500 -824

20,231

19,847

As at 31 December

Annual report 2012 | Total Specific Solutions

23 Legal reserve The legal reserve concern the reserves which are formed by the subsidiaries for the capitalised development expenses and translation differences. In thousands of euros

2012

2011

As at 1 January Movement to other reserves Movement from share premium

19,166 -21 -384

18,359 -17 824

18,761

19,166

18,799 -38

19,183 -17

18,761

19,166

2012

2011

-529 63

-757 228

-466

-529

2012

2011

-937 4,132

-8,049 6,711

96 4

826 -187 -238

3,295

-937

As at 31 December The legal reserve can be specified as follows: Reserve development expenses Foreign exchange reserve

As at 31 December

24 Cash flow hedging reserve In thousands of euros As at 1 January Gains recognised on hedging instruments

As at 31 December

25 Other reserves In thousands of euros As at 1 January Result appropriation prior year Actuarial result Changes in ownership interests in subsidiaries Gains recognised on hedging instruments

As at 31 December

The amount of changes in ownership interests in subsidiaries amounted in 2011 approximately â&#x201A;Ź 187,000, which concerned the following: Sale of 25% interest of PharmaPartners B.V.; Acquisition of 15% interest in Yonder Holding B.V.; Acquisition of 2.53% interest in TSS TH5 B.V.; Acquisition of 3.33% interest in TASS Holding B.V.

The amount of changes in ownership interests in subsidiaries amounted in 2012 approximately € 96,000, which concerned the following: Acquisition of 1.13% interest in TSS TH5 B.V.; Sale of 0.49% interest of TSS TH5 B.V.; Sale of 0.79% interest in TASS Holding B.V. While these changes in interest did not result in a change of control, these transaction are accounted for as equity transactions.

26 Loans and borrowings In thousands of euros

2012

2011

18,408 19,130

30,503 19,884

37,538

50,387

10,707 3,692

9,642 2,586

14,399

12,228

51,937

62,615

Non-current Amounts owed to credit institutions Other loans

Current Repayment obligation Amounts owed to credit institutions

Total loans and borrowings

Amounts owed to credit institutions The Company’s subsidiaries have been granted rollover loan facilities by ABN AMRO Bank N.V. The loans which were not fully paid off at year end, have a principal amount of approximately € 66,000,000. The repayment obligation for 2013 amounts approximately € 9,900,000. Additional to the rollover loan facilities, the Company’s subsidiaries have been granted overdraft facilities by ABN AMRO Bank N.V. and Rabobank, amounting to approximately € 10,570,000. The securities for the principal amounts are: • deed of pledge shares in the capital of the companies; • deed of pledge on rights under the Sale and Purchase Agreements; • deed of pledge of inventory; • deed of pledge on trade receivables; • deed of pledge on other operating fixed assets.

Other loans Other loans concern three loans (2011: four loans). On the receivable position interest varies, same as is 2011, of 3 months EURIBOR to 9%. There is no redemption scheme. Therefore the repayment obligation for 2012 amounts nil. At year-end one loan (2011: two loans) of a total amount of € 3,288,000 (2011: € 4,490,000) are subordinated to the loan from ABN AMRO Bank N.V.

Annual report 2012 | Total Specific Solutions

27 Employee benefits Liabilities for employee benefits comprise: In thousands of euros

2012

2011

Provision for pensions Provision for jubilee

40 279

40 308

319

348

Jubilee

Pensions

Total

308 13 -42

40 -

348 13 -42

279

319

Provisions In thousands of euros At 1 January 2012 Charged to profit or loss Released in year

At 31 December 2012

Jubilee The provision for jubilee is long-term in nature. At balance sheet date, the obligation is recorded at the best estimate of the present value of the amounts required to be paid in the future. The measurement of the obligation depends on the length of service of the employees and reflects the probability that payment will be required. The net obligation for the provision for jubilee are the future benefits that employees have earned in exchange for their current and prior periods employment service.

Pensions The provision is the best estimate of amounts required to be paid in the future for the early retirement for former employees.

28 Retirement benefits General The company provides pension benefit plans for its employees. The pension allowances are based on the career average salary. The funding of this pension plan is assigned to insurance companies and a pension fund. The annual contributions are recognised as costs. The liability includes any additional contributions for past service cost following indexation over the reporting period granted at balance sheet date. For contributions that are not yet paid as at balance sheet date, a liability is recognised. Collectable repayments originating from profit sharing are deducted from the pension costs, and recorded as receivables, as far as the company can exercise these rights. Since these receivables and obligations are short term they will be valued at face value.

The risks of wage increases, price indexation and changes in return of the plan assets may cause future changes in the annual contribution. These risks have not been accounted for when determining the liability towards an insurance company or a pension fund at balance sheet date. In case of a deficit in the industry pension plan, the entity has no obligation to address the deficit with any extra immediate payments other than higher future allowances.

PharmaPartners PharmaPartners had a defined pension scheme for its employees. Since the pension scheme at 31 December 2012 ended there are no plan assets nor obligations at balance sheet date. Pension costs in 2012 were â&#x201A;Ź 2,290,000. Details of PharmaPartnersâ&#x20AC;&#x2122; defined benefit schemes are as follows:

2012

2011

Fair value of plan assets Present value of funded obligations

22,256 -15,655

Total

6,601

Limitation of asset ceiling Unrecognised past service cost

-6,601 -

Net assets/(liabilities)

22,256 1,259 2,313 -482 571 -25,917

17,462 922 1,658 -468 196 2,486 -

22,256

Equities Bonds Property

6,470 13,335 1,395

Cash

1,056

22,256

In thousands of euros

Reconciliation to consolidated statement of financial position

Reconciliation of plan assets At beginning of year Acquired in business combinations Expected return Contributions by Group Benefits paid Settlements Actuarial gain/(loss) Termination settlement

At end of year Composition of plan assets

Annual report 2012 | Total Specific Solutions

In thousands of euros

2012

2011

15,655 859 1,239 -482 3,303 23 -20,597

18,564 962 1,381 -468 -4,784 -

15,655

1,102 -

1,102

1,239 -482

1,381 -468

757

913

2012

2011

in % 4.50 4.50 2.00 2.00 2.00

in % 5.20 5.50 2.00 2.00 2.00

Reconciliation of plan liabilities At beginning of year Acquired in business combinations Interest cost Current service cost Benefits paid Actuarial (gain)/loss Participants’ contributions Termination settlement

At end of year Cumulative actuarial gains (/loss) recognised in other comprehensive income At beginning of year Recognised during the year

At end of year Included in administrative expenses Current service cost Benefits paid

Principal actuarial assumptions

Discount rate on plan liabilities Expected rate of return on plan assets Expected increase in pensionable salary Expected increase in pensions-in-payment Inflation rate

The expected return on plan assets is equal to the weighted average return appropriate to each class of asset within the schemes. The return attributed to each class has been reached following discussions with the Group’s actuaries. Assumptions regarding future mortality experience are set based on advice in accordance with published statistics and experience in each territory. The average life expectancy in years of a pensioner retiring at age of 65 on 31 December 2012 is determined using the mortality rates in accordance with the “AG Prognoses table 2012-2062 with adjustment table HM” (2011: 2010-2060).

29 Deferred tax Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2011: 25%). The movement on the deferred tax account is as shown below: In thousands of euros

2012

2011

At 1 January

-9,836

-5,578

-4,281

285

314

-13 -

-15 -276

-9,564

-9,836

Recognised in purchase price allocation Recognised in profit and loss Tax expense

Recognised in other comprehensive income Gains on hedging instruments in cash flow hedges Actuarial result on defined benefit pension schemes

At 31 December

Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets where directors believe it is probable that these assets will be recovered. The movements in deferred tax assets and liabilities (prior to offsetting of balances within the same jurisdiction as permitted by IAS 12) during the period are shown below. Details of the deferred tax liability, amounts recognised in profit or loss and amounts recognised in other comprehensive income are as follows: In thousands of euros

Asset 2011

Liability 2011

Net 2011

Recognised in PPA 2011

(Charged) (Charged)/ /Credited Credited to profit to OCI or loss 2011 2011

Tangible assets (differences in depreciation) Intangible assets (development costs fiscally not recognised) Intangible assets (as a result of PPA) Available losses Derivative financial liabilities

455

-828

-373

-157

5,653 3,083 226

-3,684 -14,740 -1

-3,684 -9,087 3,083 225

-4,281 -

-764 416 831 -12

-276 -15

Tax assets/(liabilities) Set off of tax

9,417 -229

-19,253 229

-9,836 -

-4,281 -

314 -

-291 -

9,188

-19,024

-9,836

-4,281

314

-291

Net tax asset

Annual report 2012 | Total Specific Solutions

In thousands of euros

Asset 2012

Liability 2012

Net 2012

(Charged) /Credited to profit or loss 2012

(Charged) /Credited to OCI 2012

Tangible assets (differences in depreciation) Intangible assets (development costs fiscally not recognised) Intangible assets (as a result of PPA) Available losses Derivative financial liabilities

303 318 4,851 3,117 195

-381 -4,038 -13,929 -

-78 -3,720 -9,078 3,117 195

295 -36 9 34 -17

-13

Tax assets/(liabilities) Set off of tax

8,784 -271

-18,348 271

-9,564 -

285 -

-13 -

8,513

-18,077

-9,564

285

-13

Net tax asset

A deferred tax asset has not been recognised for the following: In thousands of euros

2012

2011

Unused tax losses

8,978

2,637

8,978

2,637

A deferred tax asset for tax losses is only recognised as on the basis of the multi-year budgets is expected that those losses will be offset against future taxable profits.

30 Trade and other payables In thousands of euros Trade creditors Income tax Taxes and social premiums Deferred income Other payables

2012

2011

11,905 1,651 8,683 17,008 24,645

12,743 860 8,645 16,913 23,361

63,892

62,522

The carrying amount of trade and other payables classified as financial liabilities measured at amortised cost approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows.

In 2012 Co-Maker decided to sell IP rights, with the very likely result that the business will be terminated. At the beginning of 2013, this sale effected. At balance sheet date, therefore the IP rights qualified as “Assets held for sale” and are therefore recorded for the realisable value. Because of the fact that the settlement of the bank facilities in Co-Maker is relevant in relation to the mentioned sale, the loan and interest rate swap are also recognised for their realisable value. The costs associated with the termination comprise the balance of impairments to the liquidation value of assets and liabilities of Co-Maker. Since these costs cannot be reasonably estimated, the results of the sales transaction and the settlement of the bank facilities under IAS 18 paragraph 14 are not yet recognised. Therefore an accrual is recorded under the other liabilities.

31 Amounts owed to associated companies In 2012, this amount concerns a short-term liability to a shareholder of Total Specific Solutions (TSS) B.V. No interest is calculated.

32 Acquisitions during the period On 23 November 2012 PinkRoccade Healthcare B.V. acquired through an assets/liabilities transaction assets of Magister Nederland B.V. The purchase price amounts € 900,000. Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

Magister Nederland B.V.: Bookvalue

Adjustment

Fair value

Property, plant and equipment Customer relations Receivables

20 40

840 -

20 840 40

Total net assets

840

900

In thousands of euros

33 Related parties Related party transactions No material related party transactions have occurred.

Receivables from and payables due to related parties See note 16 and 31.

Directors and supervisory board remuneration The aggregate remuneration paid and benefits in kind granted to the Directors as a group during the last completed financial year ending 31 December 2012 of the Company was € 396,000 (2011: € 354,000). The remuneration for the supervisory board was € 105,000 (2011: € 105,000).

Annual report 2012 | Total Specific Solutions

34 Contingent Liabilities Rent and lease commitments The group has rent and lease commitments for a total amount of € 31,802,000 (2011: € 35,962,000). • € 9,898,000 is due within one year (2011: € 10,315,000); • € 19,215,000 is due between two and five years (2011: € 21,195,000); • € 2,689,000 is due after five years (2011: € 4,452,000). Bank guarantee The bank has granted bank guarantees of an amount of approximately € 916,000 (2011: € 443,000). Fiscal entities Co-maker Holding B.V. and its subsidiaries Rorema Beheer B.V. and Co-maker B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this Co-maker Holding B.V. and its subsidiaries are severally liable for the corporate income tax and the value added tax for the whole fiscal entity. KZA Holding B.V. and its subsidiary Kwaliteitszorg in de Automatisering (KZA) B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this KZA Holding B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole fiscal entity. TASS Holding B.V. and its subsidiary TASS B.V. form a fiscal entity for the corporate income tax. Because of this TASS Holding B.V. and its subsidiary are severally liable for the corporate income tax for the whole fiscal entity. Yonder Holding B.V. and its subsidiary Yonder Nederland B.V. form a fiscal entity for the corporate income tax. Because of this Yonder Holding B.V. and its subsidiary are severally liable for the corporate income tax for the whole fiscal entity. Everest Holding B.V. and its subsidiary Everest B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this Everest Holding B.V. and its subsidiary are severally liable for the corporate income tax and the the value added tax for the whole fiscal entity. TSS TH 5 B.V., TSS TH 4 B.V., PinkRoccade Local Government B.V., PinkRoccade Healthcare B.V. and PinkRoccade Gezondheidszorg B.V. form a fiscal entity for the corporate income tax. Because of this TSS TH 5 B.V. and its subsidiaries are severally liable for the corporate income tax for the whole fiscal entity. PharmaPartners B.V. and its subsidiary H.I. Systems B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this PharmaPartners B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole fiscal entity.

Investment commitments The Group has investment commitments amounting to â&#x201A;Ź 104,000 for renovation costs of a new building. Co-Maker Holding B.V. Co-Maker sold IP rights in 2013, with the very likely result that the business will be terminated. The possible costs associated with the decision to settle the activities and potential obligations for contracts entered cannot be reliably estimated and are therefore not valued. In this context, reference is made to note 30.

35 Events after the reporting date Not applicable.

Annual report 2012 | Total Specific Solutions

Company income statement as at 31 December 2012 In thousands of euros

2012

2011

Result from ordinary activities after taxation Result participations

148 9,678

461 3,671

9,826

4,132

Result for the year

Company statement of comprehensive income as at 31 december 2012

42 42 42

In thousands of euros

2012

2011

Result for the year Actuarial gains arising on defined benefit pension schemes Exchange results arising on translation of foreign operations Cash flow hedge Income tax relating to components of other comprehensive income

9,826 -21 84 -21

4,132 826 -17 202 -212

9,868

4,931

Total comprehensive income for the year

Company statement of financial position as at 31 December 2012 2012

2011

Property, plant and equipment Subsidiaries Loans receivables

29 61,244 1,155

4 50,433 1,124

Total non-current assets

62,428

51,561

214 166 648

931 100 509

1,028

1,540

63,456

53,101

18 20,231 18,761 -466 3,295 9,826

18 19,847 19,166 -529 -937 4,132

51,665

41,697

Provisions subsidiaries Amounts owed to group companies

8,026 752

7,185 3,494

Total non-current liabilities

8,778

10,679

Trade creditors Amounts owed to group companies Income tax Other payables

347 2,264 34 368

323 402

Total current liabilities

3,013

725

Total liabilities

11,791

11,404

63,456

53,101

In thousands of euros

ASSETS 37 38

39 40 41

Receivables from group companies and related parties Other receivables Cash and cash equivalents

Total current assets Total assets 42

EQUITY Share capital Share premium Legal reserve Cash flow hedge reserve Other reserves Result for the year

Total equity LIABILITIES 37 43

44 45 44 44

Total equity and liabilities

Annual report 2012 | Total Specific Solutions

Company statement of changes in equity Share capital

Share premium

Legal reserve

Cash flow hedge reserve

Other reserves

Result for the year

Total

Balance at 1 January 2011 Movement legal reserve Result previous year Result for the year Additions Exchange results Changes in ownership interests in subsidiaries Actuarial gain Cash flow hedge

18 -

16,171 -824 4,500 -

18,359 824 -17

-757 -

-8,049 6,711 -

6,711 -6,711 4,132 -

32,453 4,132 4,500 -17

228

-187 826 -238

-187 826 -10

Balance at 31 December 2011

19,847

19,166

-529

-937

4,132

41,697

Balance at 1 January 2012 Movement legal reserve Result previous year Result for the year Exchange results Changes in ownership interests in subsidiaries Cash flow hedge

18 -

19,847 384 -

19,166 -384 -21

-529 -

-937 4,132 -

4,132 -4,132 9,826 -

41,697 9,826 -21

96 4

96 67

Balance at 31 December 2012

20,231

18,761

-466

3,295

9,826

51,665

In thousands of euros

Notes to the company financial statements 36 Accounting Policies General For an explanation of the principles, we refer to the principles accompanying the consolidated financial statements.

Statement of compliance The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements of the Company included in this chapter are prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code. Section 362 (8), Book 2, Dutch Civil Code, allows companies that apply IFRS as adopted by the European Union in their consolidated financial statements to use the same measurement principles in their company financial statements. The Company has prepared these Company financial statements using this provision. Subsidiaries are accounted for using the net equity value in these Company financial statements.

Presentation of company financial statements The income statement has been prepared in accordance with Section 2:402 of the Dutch Civil Code, which allows a simplified income statement in the Company financial statements when event an income statement is included in the consolidated income statements.

37 Subsidiaries For an overview of the principal subsidiaries of Total Specific Solutions (TSS) B.V., we refer to note 14 in the notes to the consolidated financial statements. Two subsidiaries have a negative net equity value. These negative values are deducted from the receivables from these group companies. For the remaining negative value, a provision is formed for â&#x201A;Ź 8,026,000 (2011: â&#x201A;Ź 7,185,000). The interest regarding these loans receivable amounts between 3-months EURIBOR plus 200 points until 3-months EURIBOR plus 500 points. No redemption scheme is agreed. Movements during the year were as follows: In thousands of euros

At beginning of year

2012

2011

36,664

31,056

9,678 63 53 -2,619 -21

3,671 816 608 530 -17

43,853

36,664

Movements Result participations Movements in other comprehensive income Changes in ownership interests Repayment capital Repayment / contribution share premium Exchange results

At end of year

Annual report 2012 | Total Specific Solutions

38 Loans receivables The loans receivables concern loans granted to shareholders of group companies. Interest is calculated at 3-months EURIBOR plus 200 points. No redemption scheme is agreed.

39 Receivables from group companies and related parties The receivables are due within one year. No interest is calculated.

40 Other receivables In thousands of euros

2012

2011

Other receivables

166

100

The carrying amount of other receivables approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows. The other receivables do not contain impaired assets.

41 Cash and cash equivalents In thousands of euros

Cash and bank balances

2012

2011

648

509

The cash and bank balances are freely disposable.

42 Equity For additional information regarding the equity, we refer to the statement of changes in equity and note 20 – 25 in the notes to the consolidated financial statements.

43 Amounts owed to group companies The amounts owed to group companies concern: • a loan provided by Top Talent Consultancy B.V. for an amount of € 752,000 (2011: € 710,000). The interest is calculated at a rate of 3-months EURIBOR plus 500 points; • a loan provided by TASS Holding B.V. for an amount of € 2,122,000 (2011: € 2,784,000). The interest is calculated at a rate of 3-months EURIBOR plus 295 points. The amount at year-end 2012 is presented in the short-term ‘amounts owed to group companies’.

44 Trade and other payables In thousands of euros Trade creditors Taxes and social premiums Other payables

2012

2011

347 66 336

323 101 301

749

725

45 Amounts owed to group companies The amounts owed to group companies concern: • a loan provided by TASS Holding B.V. for an amount of € 2,122,000 (note 43); • a loan provided by Everest Holding B.V. for an amount of € 21,000 (2011: nil). This is the remaining amount of a loan provided in 2012. The interest is calculated at a rate of 12%.

46 Contingent liabilities Rent and lease commitments The Company has rent and lease commitments for a total amount of € 351,000 (2011: € 428,000): • € 121,000 is due within one year (2011: € 127,000); • € 230,000 is due between two and five years (2011: € 301,000). Liability claim With regards to article 403, Book 2, Dutch Civil Code, Total Specific Solutions (TSS) B.V. is liable for her Dutch subsidiaries, except for PharmaPartners B.V. and H.I. Systems B.V. As per 28 January 2013 the liability claim for Co-Maker Holding B.V., Rorema Beheer B.V. and Co-Maker B.V. was withdrawn. Total Specific Solutions (TSS) B.V. has the intention to also withdraw the liability claim for all her other Dutch subsidiaries, except for TASS Holding B.V., TASS B.V., KZA Holding B.V. and Kwaliteitszorg in de Automatisering (KZA) B.V.

Annual report 2012 | Total Specific Solutions

Other information Average number of employees During the year 2012 there were six persons employed on basis of a full time contract of services (2011: four). Utrecht, 11 March 2013

The Executive Board,

The Supervisory Board,

R. van Poelje M.R. van Amerongen

L. Koopmans G. Oosterhof P.P.J.J.M. van Besouw

Provision in the articles of association governing the appropriation of profits The articles of association stipulate that dividend on preference shares shall be paid first. The Annual General Meeting of Shareholders shall determine how much of the remaining profit will be added to reserves.

Proposed appropriation of result for 2012 The management proposes to the General Meeting to add the result to the Other reserves.

Annual report 2012 | Total Specific Solutions

Independent auditor’s report To: the General Meeting and management of Total Specific Solutions (TSS) B.V.

Report on the financial statements We have audited the accompanying financial statements 2012 of Total Specific Solutions (TSS) B.V., Blaricum, which comprise the consolidated and company balance sheet as at 31 December 2012, the consolidated and company statements of comprehensive income, changes in equity and cash flows for the year then ended and notes, comprising a summary of significant accounting policies and other explanatory information.

Management’s responsibility Management is responsible for the preparation and fair presentation of these financial statements in accor dance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating appropriateness of accounting policies used and reasonableness of accounting estimates made by management, as well as evaluating overall presentation of 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 with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of Total Specific Solutions (TSS) B.V. as at December 31, 2012 and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code.

Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of Total Specific Solutions (TSS) B.V. as at December 31, 2012 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the management board report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the management board report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code.

Amstelveen, 11 March 2013 BDO Audit & Assurance B.V. on behalf of, J.A. de Rooij RA

Annual report 2012 | Total Specific Solutions

TSS is engaged in developing software solutions with its clients’ customers in mind, thereby anticipating market demand.

Other key figures

In thousands of euros 2012 2011 2010 Solvency Equity 57,309 44,732 34,663 Quasi shareholders’ equity 15,818 15,464 14,745 Total equity 73,127 60,196 49,408 Total assets 199,690 200,450 162,430 Solvency 37% 30%

30%

Current Ratio Current assets 42,157 32,315 30,112 Cash 25,141 30,140 25,676 Total 67,298 62,455 55,788 Current liabilities 78,412 74,750 61,837 Current ratio 0.9 0.8 0.9

Net-debt/EBITDAE Cash -25,141 Long-term liabilities 37,538 Quasi shareholders’ equity -15,818 Amounts owed to credit institutions 14,399 Amounts owed to associated companies 121 Total 11,099

-30,140 50,387 -15,464 12,228 - 17,011

-25,676 47,575 -14,745 12,865 3,006 23,025

Operating results 16,956 Depreciation & amortisation 19,877 Exceptionals 227 EBITDAE 37,060

10,859 18,125 2,108 31,092

12,627 11,786 639 25,052

Net-debt/EBITDAE 0.3 0.5 0.9

Quasi shareholders’ equity concerns a liability in respect of which no interest payments and/or repayments are due in the short term. This liability is also subordinate to the related amounts owed to credit institutions. The ‘E’ in EBITDAE and EBITAE stands for ‘Exceptional’. The exceptional expenses are non-recurring expenses associated with acquisitions and restructurings. Operating companies are only permitted to state these expenses separately in the first year after acquisition. After the first year, it is no longer permitted to state exceptional expenses separately.

Total Specific Solutions Papendorpseweg 75 3528 BJ Utrecht +31 (0)88-660 33 33 www.totalspecificsolutions.nl

Everest Reitscheweg 55 5232 BX ’s-Hertogenbosch +31 (0)73-645 04 60 www.everest.nl

KZA Tolweg 5 3741 LK Baarn +31 (0)35-543 10 00 www.kza.nl

Pharmapartners Wilhelminakanaal Zuid 110a 4900 AA Oosterhout +31 (0)88-688 88 88 www.pharmapartners.nl

PinkRoccade Healthcare Fauststraat 3 7323 BA Apeldoorn +31 (0)55-599 92 00 www.pinkroccade-healthcare.nl

PinkRoccade Local Government Meerendonkweg 35 5216 TZ ‘s-Hertogenbosch +31 (0)88-661 00 40 www.pinkroccadelocalgovernment.nl

TASS Larixplein 6 5616 VB Eindhoven +31 (0)40-250 32 00 www.tass.nl

Yonder Nederland Papendorpseweg 75 3528 BJ Utrecht +31 (0)85-273 32 18 www.tss-yonder.com

Yonder Roemenië Calea Dorobantilor nr. 18-20 en 3-5 Cluj Napoca, Roemenië RO 4906881 +40 264 599 351 www.tss-yonder.com

TASS Belgium Gaston Geenslaan 9 B-3001 Leuven +32 16 24 16 80 www.tass.be

Total Specific Solutions (TSS) B.V. Papendorpseweg 75 3528 BJ Utrecht

T +31 (0)88 660 33 33 F +31 (0)88 660 33 40 E info@totalspecificsolutions.nl

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