Ctac in figures 188

Strong focus on strategyFocusing on the future. In order to develop from ERP supplier into adistinguishing Solution Provider, Ctac invests in sustainable solutions withadded value that are perfectly in line with today’s and tomorrow’s processes.8CTAC Annual Report 2010 9

Profileinnovateco-innovationpowerfulComplete portfolioCtac offers a complete portfolio.Our offer ranges from licensingand solutions implementation tomanagement and hosting. Additionally,we deliver optimisation andenhancement projects. This enablesus to deliver complete end-to-endsolutions. Powerful, composed solutionsthat stand out through optimumattunement between software,business processes and staff. We offersector-specific applications on thebasis of standard software compo-knowledgeorientedSince 1992, Ctac has been assistingsmall, medium-sized and largeorganisations with much passion andverve in setting up, maintaining andrenovating their IT infrastructure.Ctac is widely recognised as a knowledgecompany for good reason.A computerisation firm, which constantlyreflects on the challenges oftoday and tomorrow and helps customersto flexibly adjust to changingcircumstances. A computerisationfirm, which incessantly builds for thefuture of its customers and itself.People and technologyCtac connects extensive experiencein the sector with thorough expertisein the area of IT solutions for businessprocesses. A combination that makesorganisations more flexible and morepowerful under all circumstances. Weassist our customers in realising lowercosts, higher turnovers, better productsand/or a larger market share. Inshort: more competitive advantages.With our strategic solutions, we buildCtac Managed Servicesmarket-orientedcomposedsolutionsStrategyhealthcareservicesa bridge between people (users) andtechnology (software) in a pragmaticand results-oriented way. To this end,providing added value to customers –different kinds of companies of everysize within various sectors – is alwaysthe starting point.Ctac thinks aheadWhoever invests in technology islooking to benefit from it over a longperiod. That is why we deliver futureproof,durable solutions with addedvalue. Together with the customer, wethink along and develop functioning,proven solutions that perfectly fit theprocesses of today and tomorrow.On top of that, we already keep aneye on the solutions for the day aftertomorrow. Ctac spends a lot of timeon research and development. Thatunderscores our involvement andcustomer focus, which explains oursuccess in the market.Co-innovationOver the years, the professionals ofCtac have gained broad and profoundexpertise in the business processeswithin various market sectors. Thatknow-how is the basis of a broadspectrum of innovative solutions thatlend support to all core processeswithin enterprises: from financialadministration to logistics and fromprocurement to inventory management.Solutions that each have comeinto being step by step, through closecooperation with the market. Thanksto this process of co-innovation,our solutions and services connectoptimally with the ambitions of thecustomer, allowing businesses toautomate more quickly and to operatemore efficiently.nents and profound knowledge of theprocesses. Speaking of building: asone of the largest SAP Gold Partnerin the Benelux and Gold Partner ofMicrosoft, Ctac builds tailor-madetemplates for specific sectors. Thesepre-configured solutions – that wesupply to wholesalers, retailers, foodcompanies and housing corporations,amongst others – can be quicklyimplemented and yield results withina short period of time. Additionally,we offer a broad spectrum of ITsolutions for medium-sized and largeorganisations, amongst others forBusiness Intelligence, WarehouseManagement and Customer RelationshipManagement. Moreover, we areready for new opportunities, such ascloud computing and Software-as-a-Service (SaaS). We complement oursolutions with an expansive portfolioof training, hosting and management,secondment and consultancyservices.Whether for the implementation ofhigh-value business software or formanaging systems, Ctac guaranteesto provide optimum service. To thisend, we should be pleased to actas IT director for our customers. Ifdesired, in conjunction with carefullyselected external parties in order tointroduce to total solution – withoutinterrupting the business operations.InternationalWith establishments in Belgium,Germany and France, our sectorspecificsolutions are also makingheadway internationally. In othercountries, we are being approachedby leading system integrators. Bynow, the specific solutions for retailare being offered in virtually thewhole of Europe.Powerful business modelCtac operates by the Ctac Powerhouse.A unique business modelwhich enables Ctac to position itselfpowerfully in the market by virtue ofits flexible, decisive and demandorientedmethods. The model isbased on different specialised,enterprising, independently operatingbusiness units that each servetheir focus area – sector, service orsolution – in a streamlined manner.As small, flexible players, they skilfullymove with the customer. They delivertailor-made work, develop productleadership and are keen on first classpartnerships with suppliers. Nonetheless,they are ‘powered by Ctac’,will all the advantages of a corporateidentity, central marketing and sales,financial control at holding level andmutual attuning. Together, they arelarge enough to offer customers thedesired continuity through a fullyfledgedpackage of products andservices.Ctac Powerhouse stands for synergythrough collaboration. Fruitful mutualcooperation between the businessunits, leading to surprising innovations,broader competencies and thepossibility of combining personalentrepreneurship with developingspecialism(s). A model that encouragesspecialisation, knowledgeand a results-oriented attitude. CtacPowerhouse also stands for successfulnational and international partnerships.Partnerships with principals.Partnerships with the distributors ofour solutions. And partnerships withsuppliers, as SAP and Microsoft. Theeffect is decisiveness, vigour andbroadly applicable, efficient solutions.Within Ctac Powerhouse, professionalismand involvement go hand in handwith a pragmatic, entrepreneurial attitude.Consultants are content-drivenand work on projects with a truepersonal commitment. Developingand retaining knowledge is a centralfocus point. Because of that, Ctaccan offer more added value. In short,a rock-solid organisation that standsstrong in the dynamic IT market oftoday – and in the future.The New Approach.The ultimate objectives of theDNA programme are improvedemployment practices, maximumfacilitated knowledge-sharing,maximum collaboration andbringing the outside world in.Composed SolutionsThe market changes and Ctacchanges with it. Business demandsolutions that quickly yield benefits,with a short implementation periodand manageable costs. Standard productsare preferred over tailor-madeones, which are expensive, timeconsumingand additionally requirecomplex maintenance. Ctac knowswhat is going on in the market andreacts directly with so-called ComposedSolutions: unique, sector-specificapplications that are composedof off-the-shelf components. Theycan be easily chained into a broad,modular solution. It may be an endto-endsolution, but does not haveto be. See for instance our Fit4Retailtemplate that we can populate with BIor document solutions, for example.The possibilities are countless. Andthe customer has the advantage of a‘customised standard solution’, whichis surprisingly scalable and seamlesslyconnects with the business requirements.Many Composed Solutions comeabout in cooperation with our partners.Apart from SAP and Microsoft,who usually supply the templates,there are specialised niche players,such as Ricoh, Winshuttle, Qlikviewand Redwood.Cross-borderorganisational modelOur organisational model mirrors thecurrent market and clusters our specialismsand activities into four focusareas: market-oriented units, SMEorientedunits, knowledge-orientedunits and Ctac Managed Services.In the Netherlands and Belgiumwe serve all areas. And we are nowrepresented in Germany as in France.38.806 m m10 CTAC Annual Report 201011

Thanks to this cross-border approach,we can support national as well asinternational (roll out) projects.Market-oriented unitsCtac possesses profound knowledgeof the various sectors and markets(verticals), ranging from food and retailto logistics, utilities and wholesale. Forthe market and sector-oriented unitsof Ctac, the focus lies on knowledgeof the customer and his processes(customer intimacy). All segmentspecificsolutions that are suppliedby Ctac – for example, for utilities,logistics providers and retail – aresupported on a project basis. Withinthese sectors, Ctac also acts as a businesspartner and business consultantand additionally offers solutions thatare tailored to the sector. Our power:we know the challenges, closely follownew developments and speak thelanguage of the concerned market.Because we are ahead in signallingchanges in markets, we can translatethem into innovative IT solutionswhich give the principal an edge.SME-oriented unitsThe SME-oriented units are componentsof the market-oriented unitsthat cover all of Ctac’s activities inrespect of small and medium-sizedenterprises. For these businesses, wesupply solutions that are based onSAP software (amongst others, SAPBusiness One) and Microsoft Dynamics.The SME-oriented units are aone-stop shop for licensing, implementationprojects, optimisationsand upgrades, functional support,technical support and hosting, andsolutions based on ASP models.Knowledge-oriented unitsThese specialised business units ofCtac apply profound, sector-independentproduct knowledge towardsoptimising core processes and solvingspecific customer issues. Amongstothers, we have knowledge ofBusiness Intelligence (BI), CustomerRelationship Management (CRM)and integration (SAP PI). We offeradvice, apply corrections and trainusers. Innovation assists in creatingdiscerning qualities and enhances thecompetitive position of customers. Torealise that time and again, the con-sultants combine profound technicalexpertise with a vast number of yearsof experience.Ctac Managed ServicesThe service-oriented business unitsof Ctac unlatch specific IT expertiseacross a broad spectrum and offersupport to organisations that wish toensure a professional infrastructure.“Ctac offers an extremely diverseportfolio. Our offer rangesfrom licensing and solutionsimplementation to managementand hosting.”Our professionals have extensiveexperience in all aspects of automationand can be widely deployed foradvice, projects, project management,administration and hosting,interim management and full sizeimplementations.Leading in selected sectorsIn principle, Ctac supports every typeof organisation in every sector but isprominently present in the sectorsof Industrial Products and LogisticServices, Consumer Products, Healthcare,Leisure and Hospitality, RealEstate, Retail, Utilities, ProfessionalServices, Wholesale and DiscreteManufacturing. Within these sectors,we set the mark with innovative, progressiveprojects, powerful templates,senior sector knowledge and a solidunderstanding of the possibilities thatIT can offer businesses within thesesectors. Apart from having sectorknowledge, Ctac thoroughly knowsSAP and Microsoft.Specialisms• Market-directed specialismConsumer ProductsDelivers powerful SAP sector solutions,such as Run4Food, Run4Feedand Run4Fresh, which build uponyears of experience in food and thatare suitable for all organisationswithin the entire business chain of thefoodstuff industry.Are focused on improving processeswhere supply and demand can greatlyfluctuate, with a limited use-by dateof the concerned goods.Discrete ManufacturingIntroduces SAP Business All-in-OneManufacturing as a compact templatefor the manufacturing industry, whichsupports all common business processesin the manufacturing industryand lays a solid foundation for fullintegration.HealthcareMeets the growing demand for integralERP and EPD functionality in thehealthcare industry. Amongst others,using SAP for Healthcare, a modularend-to-end solution for integratedbusiness operations, electronicpatient files and for more efficientplanning of treatments and care andpatient logistics.Industrial ProductsCoherent IT support for smoothproduction within businesses, with anexpansive engineering component.Assists manufacturing businesses witha comprehensive offer: from processoptimisations to total and complexSAP ERP implementations.Logistic ServicesMarket leader in SAP LES and SAPSCM consultancy. SAP ExpertisePartner for Supply Chain Execution.Accompanies change processes, andoffers advanced solutions for issuessuch as storage methodology andstock planning. Delivers first classtotal solutions for managing thelogistical flow of goods, includingproducts and services for warehousing,transportation and customsand excise.Professional ServicesComplete solutions for projectadministration, including staging,time tracking (for the correct projectsat the correct customers with theconcomitant tariffs) and fast handlingof the invoicing processes. Supportsproject-based businesses in theiroperations.Real EstateThe IT partner of choice for the realestate sector. Assists many corporationsand dozens of other enterpriseswith the realisation of modern realestate information systems, on thebasis of the SAP platform. UsesCHARE as a flexible foundationfor process-oriented informationmanagement for real estate processesand activities.RetailSmart SAP Retail solutions for retailand wholesale companies. QualifiedSAP retail templates. Project responsibilityand business consultancy. XVRetail is the complete and flexiblesoftware solution for optimum supportof multichannel retail processes,fully integrated with SAP. For profoundinsight into the business andthe entire supply chain.UtilitiesBusiness consultancy about and concerningsystems (SAP ERP and SAPIS-U) and business processes in theworld of energy. Including applicationconsultancy, project managementand business consultancy. Specialistin the utilities sector, with relationsin production, commerce and (semi)government as well.WholesaleWith asset management, logisticalsupport and online ordering systems,wholesale businesses respond to newcustomer requirements. SAP BusinessAll-in-One supports all common businessprocesses and lays an excellentfoundation for full integration.Leisure & HospitalityUnprecedented, ready to use, completeand fully integrated functionalityfor the recreation and leisure market.All business processes are supportedfrom front desk to financial administration.The result is more visitorsand lower business costs whetheryou are an amusement park, zoo,swimming complex or theater.• Knowledge-directedspecialismApplication Lifecycle ManagementAimed at efficient utilisation ofsystems and applications – throughcost reduction, higher productivity orbetter provision of services to operationaldivisions. Realises significantsavings when using SAP SolutionManager. Gets businesses to getmore out of their SAP systems.Business IntelligenceProvides the management with accuratemanagement reports at everyrequired level. Assists businesseson the road to the best run businessthrough advice and implementationservices in the area of SAP BI. Fora better grip on the enterprise andmore focused reactions to marketopportunities at a lower cost.Ctac ConnectorSimple exchange of content, searching,viewing, amending and storingwith Ctac Connector, an innovativeinterface that integrates Alfresco – adocument management systembased on open standards – with SAP.E-business SolutionsYellow & Red realises user-friendlyand solidly integrated businesssolutions that businesses can startusing immediately. Usability, contentmanagement and integration withexisting processes and systems.Enterprise Asset ManagementImproved overall performance ofbusiness assets at manageablecosts. Integral service for optimumsafety, availability of installation, issuemanagement and compliance. Forbusinesses that truly wish to operatewith durability in mind.Enterprise Health CheckResearch into the condition of businessesversus comparable organisations.Brings important bottlenecksin the operation to the fore andprovides starting points for improvement.The result: cost savings,better grip on the business and moretransparency.Microsoft DynamicsERP and CRM business software fromMicrosoft Dynamics. Can be linked toSAP without problems. Complies withhigh standards of usability, adjustabilityand scalability. One uniform realitythroughout the entire organisation fora clear oversight of business informationand higher productivity.SAP ERPSAP ERP optimises business processesby combining them into onesystem. With greater efficiency andcosts savings as a result. Staff get – onthe basis of their role in the organisation– access to business information,applications and analytical tools thatare essential for them.NetWeaver SolutionsOpening up the SAP environment ina user-friendly and safe manner. Yellow2Bintroduces maKLIK®, a uniqueconcept that makes SAP availableto a broader audience. Even for theuntrained SAP user.12 CTAC Annual Report 201013

XV RetailWhat Retailers want is simplicity,efficiency and user-friendliness combinedwith a complete solution. XVRetail offers the perfect integration ofpurchasing, logistics, product rangemanagement and sales, giving you acomplete oversight of your businessand value chain. Moreover, it createsa ‘super-highway’ to multi-channelretailing.Invoice CockpitAn innovative total solution forelectronic invoice processing that canlower the cost per invoice by some50-60%. Developed together withReadSoft and Ricoh, it saves you considerabletime and delivers significantefficiencies in invoice processing.SAP Business All-in-OnePositioning and implementation ofcomprehensive and adjustable SAPsolutions within SME. A specialismthat mYuice consciously concentrateson with adjusted products (SAPtemplates), a different price propositionand specialised consultants, whospeak the language of the entrepreneur.SAP Business OneThe administrative all-rounderfrom SAP for SME, installed withinmaximum fifteen days. No hugeinvestments and no high trainingcosts, but fast insight into businessoperations.WinshuttleEasy, fast and safe exchanging of databetween SAP and Microsoft Excel orAccess. A user-friendly and inexpensivesolution for automating datafeeding and reducing the cost of datamanagement.Warehouse Optimization ServicesDemonstrable improvement in yieldby using less space, fewer staff, morepallet locations and providing betterservice. Through physical rearrangement,advice on organisation and theapplication of hardware and software,logistics become a weapon. Savingsof sixty per cent on operational costsare no exception.EducationTraining consultancy, practical trainingcourses and workshops in the use andmanagement of SAP systems. Usespractical tools to implement changemanagement in the appropriatemanner and to achieve maximumresults from the projects. Professionalaudits in Business Intelligence, SAPSecurity, SAP Financials and ABAP.Secondment (Detachering)Resource management for Ctac. Staffingof Ctac projects and secondmentsto clients of both internal andexternal consultants. In addition, PersityResourcing employs consultants.Highly experienced SAP professionalswho are rewarded based on theturnover generated. All employmentconstructions are possible, but alwaysbased on a strong personal network.• Specialism: Ctac ManagedServicesHosting & ManagementWith services, such as management,hosting and system optimisation,Ctac relieves customers of having tocare for their systems (SAP and non-SAP). We support the complete lifecycle of systems, to enable customersto concentrate fully on their core business.The way in which Ctac managesSAP applications is generally consideredto be state-of-the art.Test ServicesFocused on the professional andstructural screening of SAP andadjacent applications during releasechanges and other major changes tothe systems. Both for advice whensetting up the management organisationsof our principals and alsofor jointly carrying out the necessaryactivities during the actual testingitself.252.2 m m265 m mRecruitmentThe right candidate for the right job,with the focus on SAP. Recruiters wholook beyond the CV or job profile,and take into account the characterof the candidate and the culture ofthe client to crate the best possiblematch.131 m m14

The Ctac share188 m mFinancial schedule for 2011/201216 March 2011 Publication of 2010 financial results31 March 2011 Publication of 2010 Annual Report12 May 2011 Shareholders Annual General Meeting12 May 2011 Publication of quarterly report for the first quarter 201116 May 2011 Share is quoted ex-dividend26 May 2011 Dividend payout31 August 2011 Publication of half-year figures10 November 2011 Publication of quarterly report for the third quarter 201114 March 2012 Publication of 2011 financial results16 May 2012 Shareholders Annual General MeetingKey figures ordinary sharesWeighted average of ordinary shares outstanding 11,526,459Highest closing rate 2010 (EUR) 2.45Lowest closing rate 2010 (EUR) 1.85Closing rate at year-end 2010 (EUR) 2.09Net result per share (EUR) 0.02Operating result per share (EUR) 0.10Dividend per share (EUR) 0.00Dividend yield in % at year-end 2010 0%Intrinsic value (EUR) 1.61data per share of EUR 0.24 nominal value 2010 2009Weighted average of ordinary shares outstanding 11,526,459 11,526,459Net result 0.02 (0.18)Cash flow (net result plus depreciation) 0.25 0.07Shareholders’ equity 1.61 1.59Proposed dividend in cash 0 0Issued and paid-up capitalThe company’s authorised capitalamounts to EUR 7,200,000, dividedinto 30,000,000 shares with a nominalvalue of EUR 0.24, consisting of:14,999,999 ordinary shares, 15,000,000preference shares and 1 priority share.The subscribed capital is comprisedof 11,526,459 ordinary shares and 1priority share.Development of share capitalOn 31 December 2010, the totalnumber of outstanding ordinaryshares was 11,526,459.Dividend policyIn principle, Ctac’s dividend policyaims to pay 30 to 40 percent of thenet profit to the shareholders. With aview to financing future growth, Ctacmay deviate from this policy.(Major) shareholders structure year-end 2010Holders’InterestZuidwal Holding B.V. * 27.2%Alpha Holding B.V. ** 14.3%Vereniging Friesland Bank 9.2%Otterbrabant Beheer B.V. 4.2%Free float 45.1%Totaal 100%* Is a subsidiary within the meaning of article 1, paragraph 1.d of the Disclosure of Major Holdings in Listed Companies Act 1996in conjunction with article 24a, Book 2 of the Netherlands Civil Code of Mr H.A.M. Cooymans.** idem of Mr H.P.W.P.T.M. van Groenendael16 CTAC Annual Report 201017

Board ofDirectorsSupervisoryBoardMr H.L.J. Hilgerdenaar (1960),Dutch nationality.Mr H.P.W.P.T.M. vanGroenendael (1960),Dutch nationality.Mr W.J. Wienbelt (1964),Dutch nationality.Mr H.G.B. Olde Hartmann (1959),Dutch nationality.Mr H.P.M. Jägers (1941),Dutch nationality.Mr E. Kraaijenzank (1956),Dutch nationality.Statutory DirectorChief Executive Officer (CEO)Statutory DirectorChief Information Officer (CIO)Statutory DirectorChief Financial Officer (CFO)Chairman of the Supervisory BoardDirector/owner Financieel Bedrijfsmanagement(FBM) B.V.Supervisory board memberships atPapierverwerkende Industrie Vanden Brink B.V, VSI B.V. and AdimecHolding B.V.Emeritus professor at the Facultyof Economics and Management &Organisation at the University ofAmsterdam. Important ancillary positions:member of the Economic Boardof Stichting Erfgoed, chairman of theWMO board Oisterwijk.Director, CFO and COO of AvebeAppointed Supervisory Director ofCtac in May 2005. Current term is forfour years, until the date of the 2013shareholders Annual General Meeting.Appointed Supervisory Director ofCtac in May 2002. Current term is forfour years, until the date of the 2014shareholders Annual General Meeting.Appointed Supervisory Director ofCtac in May 2009. Current term is forfour years, until the date of the 2013shareholders Annual General Meeting.209.88 m m18 CTAC Annual Report 201019

Maximum balancebetween man and technologyIt has to make sense as a whole, but you also have to be able to do something with it.The strategic solutions of Ctac create a bridge between user (man) and software(technology), based on the continuous aim to increase value for the customer.20CTAC Annual Report 2010 21

The P of Profit is served by developingproducts and services, witha focus on sustainability. Theseproducts will realise savings for ourcustomers in the fields of energy,waste and CO 2emission. To that endwe will cooperate with customers,suppliers and partners to contributeto a healthier environment by meansof innovative products.Carbon Footprint ReportCtac has determined its CarbonFootprint for 2010. The footprint isbased on the international ISO 14064standard and the Green House Gas(GHG) protocol. The various locationsof the company, the means and thestaff have been taken into account forcalculating the CO 2-footprint.The footprint consists of three parts,the so-called scopes:Scope 1These are direct CO 2emissions, i.e.,emissions by one’s own organisation,such as gas consumption and emissionsby one’s own vehicle fleet.Scope 2These are the indirect emissions, theemissions that are caused throughgenerating the energy that the organisationconsumes, such as emissionsby the power stations that supplyelectricity. Business travel by aeroplaneand private motorcar is alsoincluded in scope 2.Scope 3These are the remaining indirectemissions, emissions that result fromthe activities by the company butthat arise from sources that are notowned by the company and are notmanaged by the company. Examplesinclude emissions emanating fromthe production of procured materialsand waste management and fromusing the work, service or supply thatis offered / sold by the company. Businesstravel by public transport andcommuting also belong to scope 3.Ctac Carbon Footprint 2010In 2010, Ctac had total emissions of3,180 tonnes of CO 2.By far the largest part comes fromthe vehicle fleet; it is responsible foran emission of 2,313 tonnes of CO 2,which is 73% of total emissions.Another 794 tonnes of emissionsrelate to the consumption of electricityin the offices and data centres(25%) and 71 tonnes to the purchasednatural gas (2%).Risk profile andrisk managementRisk appetiteGenerally speaking, the managementaims to keep risks as low as possibleand not to assume exposure tosubstantial risks without such risksremaining manageable.GeneralCtac’s long-term strategy is aimed atthe continuity of the enterprise andat creating value for all stakeholdersby means of growth and a positivedevelopment of profitability. Ctac hasto deal with various risks in executingthe strategy. Risks of a strategic,operational and financial nature, butalso risks with regard to the marketin which it operates. It is the responsibilityof the Board of Directors toidentify these risks and to minimisethem by taking suitable measures.Ctac gives high priority to internalmanagement. The internal managementis continuously assessed andmade ever more professional.The risk management system analysesthe risks and periodically measuresthe effectiveness of the measures asapplicable to all operating processeswithin Ctac. Risk management isan integral part of the planningand control cycle. Amongst others,the system consists of setting thestrategy and the budget. The Boardof Directors is answerable for this.The strategic direction is thoroughlydiscussed with the Supervisory Boardevery year. Together with the directorsof the business units, strategic aimsare translated into business plans andbudgets. In addition to a financialestimate, the business plan containsa number of concrete businessobjectives for each business unit thatare translated into a few Key PerformanceIndicators (KPIs), which areconsistently measured for progressthroughout the year. Important KPIsat Ctac are, amongst others, occupancylevel, tariffs, number of directand indirect FTEs and efficiency ofthe processes. The Board of Directorsof Ctac assesses the occupancy rateevery week. The results per businessunit are compared every monthby the Board of Directors and themanagements of the business unitsto the results of the previous year andthe budgets for the current year.(If necessary, further actions aredefined.) Once a quarter, a comprehensivereview of their businessresults is conducted by the managementand the Board of Directorswith all business units of Ctac, andthe rolling forecast is then updated.The Ctac organisation functions withuniform work processes, proceduresand information systems. Responsibilities,authorities, separation ofduties, directives, procedures andprocesses are clearly laid down atCtac in the C-workguide, in an easilyaccessible manner. The most importantprocesses within Ctac have beenelaborated in this automated tool.Through an on-going process ofinternal controls and measurements,Ctac ensures optimal managementand, if necessary, timely recognitionand mitigation of risks that havearisen.The risk management system with itscontrols and mitigating measures isa periodically returning item on theagenda of the Advisory Board. Theexternal auditor also tests the designand performance of the internal controlsystems every year, to the extentit is relevant within the framework ofauditing the financial statements.In 2010, Ctac has done further workon optimising the risk managementand internal control systems. Ctac isaware that such systems do not offerabsolute certainty that no irregularitiesof material importance can occur.The following important componentsmay be differentiated in Ctac’s riskmanagement and control system:- strategic risks/market risks;- financial risks;- operational risks.The most relevant risks currentlyfacing Ctac are elucidated in thesection below. Risks that are currentlynot recognised or are considered tobe immaterial cannot be mentionedhere.Strategic risks/market risks• Developments in the market whereCtac operates are fast. The riskexists that Ctac is insufficiently ableto be innovative. To avoid that,Ctac leads as much as possible, inconjunction with the customer, inenhancing the customer’s processes.This way, Ctac is able todevelop IT solutions as adequatelyas possible. The increasing desireof customers to enter into a fullyfledgedpartnership keeps manifestingitself. Being able to counton each other in difficult timesis a great benefit. Organisationsdepend on optimally functioning ITsystems to support their (operating)processes. Because of this, a “onestop-shop”solution, with in-depthknowledge of the vertical marketin combination with a broad rangeof solutions on offer, is very muchsought after by the customer. Withits Powerhouse model, Ctac has theright solution at the ready. A sustainableand strong bond with thecustomer is forged and expanded.• Because of the maturity of themarket for IT services provision,combined with less than favourableeconomic circumstances, there ispressure on prices and margins.This makes it all the more importantto make clear strategic choiceswith regard to strategic positioning,as is stated in the report by theBoard of Directors.• After a noticeable set-back in theIT sector in 2009, 2010 witnesseda cautious recovery. In particular,through actively controlling occupancylevels and tighter projectmanagement, Ctac was able tofinish 2010 with a small profit, afterthe loss in 2009. The fact that inless favourable economic times,demand for IT services and projectscan be quite a bit under pressure,is something we have experiencedduring the past two years. In orderto restrict the sensitivity to fluctuationsin the economy, Ctac tries toachieve around 50% of the annualturnover from management andhosting contracts that span severalyears and from the services thatare required by our customer baseon a daily basis. That percentageis now somewhat above 40%. Ctacserves approximately 600 customers.Through a wide spreading ofcustomers over various sectors andbroad exposure to larger customers,Ctac minimises the downwardpressure on turnover.• Ctac attempted to minimise theimpact of reduced demand for ITservices and projects by flexiblydeploying its own staff and reducingthe use of hired labour and/oroutsourcing to a minimum.Financial risks• Ctac is subject to a number offinancial risks, such as market risk(interest rate and foreign exchangerate risk), credit risk, liquidity riskand capital risk. An elaboratedescription of these risks and theway they are managed can befound under point 4 of the financialstatements. Ctac tries to recognisethese potential risks in a timelymanner.Operational risks• Project control and order control:One of the most important pillarswithin Ctac is carrying out projectsand orders. This pillar finds itsorigin in the demand by customersfor new products and services,which is continuously increasing involume and complexity. The qualityof execution of these projects andorders can have a major impacton the performance and resultsof Ctac. An optimally functioninginternal quality assurance andmanagement system is essential forreducing the related risks as muchas possible. Ctac has positioned itsrisk management system separatelywithin its organisation in order tohandle identification and mitigationof the risks as adequately aspossible. In cases where the directand complete impact of a risk onthe result to be achieved can beascribed to Ctac, Ctac obviouslytakes full responsibility.• Ctac is capable of fully carrying thisresponsibility because of the presenceof a management with theright competencies and business/IT knowledge, in breadth and indepth.• Ctac has bought an insurancepolicy against general and professionalliability in order to ensurecontinuity in the case of claims.Ctac has never made any claimsunder this policy.• Acquisitions: Ctac acquirescompanies with the ultimate aimof integrating them into the Ctacorganisation. It is important that theintegration process runs smoothlyin order to reduce undesired staffturnover to a minimum.• Labour market: For an IT serviceprovider, staff are the mostimportant assets of the business.Ctac can only continue to growbecause of its staff. The HR (HumanResources) policy of Ctac is aimedat creating a working atmospherewith space for growth, developmentand new challenges. Ongoingscarcity in the labour marketmay inhibit growth in IT knowledgeor absolute growth. Keeping andattracting expert staff has been animportant objective and, togetherwith attracting talented newcomers,will remain a key focus pointduring the coming years.• Quality assurance: If the agreedquality cannot be delivered, Ctacruns the risk that performance andresults cannot be (completely)32 CTAC Annual Report 201033

achieved. As such, quality assuranceis an important pillar withinthe organisation. Work is donecontinuously on improving theperformance towards our customers,in whichever form. Safety ofinformation is an important aspectof quality assurance. Acting inconformity with the NEN/ISO 27001standard has been embeddedinto the organisation as a regularprocess. An important requirementis the continuous measuring andreporting on the effectiveness andefficiency of the measures that wereimplemented. The entire processis regularly tested for efficiency,suitability and fitness for the agreedstandardisation through an auditby external parties and throughan internal auditing process. Nocritical findings emerged from thevarious audits in 2010.ConclusionOn the basis of the evaluationscarried out throughout 2010, theBoard of Directors finds that therisk management system and themanagement of operating processes,as well as the appropriate internalcontrols, functioned sufficientlyprofessionally, fittingly and effectivelywithin Ctac.It is the Board of Directors’ opinionthat the risk management system,with its controls and measurements,offers a sufficient degree of assurancewith regard to reliability of thefinancial information and managerialinformation in accordance with therelevant regulations and legislationsthat are provided by this system.ProspectsIn 2011, Ctac will concentrate onthe recovery of yields, to be realisedthrough further strengtheningits market position. In addition tofocusing on autonomous growth, thecompany will look for targeted acquisitionsand start-ups for the benefitof further growth that fits within theSolution Provider concept. An integralpart of this is the further controlled,international roll-out of the successful,XV Retail product, developedin-house.Partly from considering the growingnumber of potential orders, Ctacexpects a further increase in turnoverand profitability in 2011.A word of thanksCtac is looking back at a very excitingyear, during which, on the one hand,many initiatives were taken thatmust make the transition from ERPservice provider to Solution Providerpossible over the coming years andduring which, on the other hand, thefocus was on improving the marketposition through various acquisitions,but also through entering intovarious cooperation agreements andpartnerships, establishing a subsidiaryin France and expansion towards theHealthcare sector. At the same time,after the pronounced setback in theIT sector in 2009, much attentionhas been paid to recovery of yieldsby more effectively looking at theoccupancy level and stricter managementof projects. Therefore, 2010 canbe called an exciting year in moreways than one. The Board of Directorslooks back with satisfaction at thepast year, during which many goodsteps have been taken, and wishesto thank all staff for their continuousengagement and commitment.‘s-Hertogenbosch, 16 March 2011The Board of DirectorsMr H.L.J. HilgerdenaarMr H.P.W.P.T.M. van GroenendaelMr W.J. Wienbelt282 m m130 m m130.518 m m34

Ideal mix betweenknowledge and commitmentUse your expertise effectively - that’s what it’s all about. Ctac creatively works with itscustomers on improving their efficiency, on streamlining and improving their businessprocesses and reducing the costs.36CTAC Annual Report 2010 37

Compliance with theDutch CorporateGovernance Code131 m mThe Supervisory Board and theBoard of Directors, jointly responsiblefor the corporate governancestructure of Ctac, support virtuallyall principles and best practices inthe Dutch Corporate GovernanceCode and apply them. Ctac deviatesfrom this code only on a number ofoccasions (the numbers in bracketsrefer to the relevant provision of theCorporate Governance Code).• The current members of the SupervisoryBoard are not appointed fora fixed term (II 1.1). The directorsact on the basis of a strategic longtermperspective, and restrictingthe term of appointment would notbe in line with that.• Possible compensation that MrHilgerdenaar, Mr Wienbelt andMr van Groenendael may receivein the event of separation is notlaid down in their contracts and,consequently, is not maximised(II.2.8). In the event of involuntarydismissal as referred to in theaforementioned best practice provision,a compensation will be paidthat is reasonable by virtue of thecontractual relationship, the socialdevelopment and case law.• The remuneration of the Board ofDirectors is substantiated in thefinancial statements as part of theannual report (II.2.14). The financialstatements will be published on thewebsite. The remuneration policyapproved by the shareholdersAnnual General Meeting will alsobe published on the website. TheSupervisory Board determined theremuneration for the individualmembers of the Board of Directorson the basis of the remunerationpolicy.• Ctac has not appointed a secretaryfor the Board of Directors, asthis position does not fit in withits board structures (III.4.3). Ctacapplies a structure that differs fromwhat the code prescribes in thatrespect.• The Board of Directors is appointedby the shareholders Annual GeneralMeeting on the basis of a bindingnomination of at least two personsfor each vacancy, to be drawn up bythe Priority Foundation. The shareholdersAnnual General Meetingis free in making its appointmentsif no binding nomination has beendrawn up within the term stipulatedin the articles of association. In derogationfrom the code (IV.1.1.), theshareholders Annual General Meetingmay resolve that the nominationis not binding by means of aresolution passed with a majority ofat least two thirds of the votes cast,which represents slightly more thanhalf of the subscribed capital.• Ctac chose not to deploy webcamsand/or other technical equipmentavailable for following analysts’ andother conferences and third-partymeetings and the participation ofshareholders in meetings (IV 3.1),there will be no short-term initiativeto enable this. The presentationsthat Ctac gives these target groupsare however available to everyoneon our website.Detailed information about CtacCorporate Governance, (rules ofprocedure and regulations) can befound on Ctac’s website (www.ctac.nl)under Investor Relations, CorporateGovernance.The Corporate GovernanceCode Monitoring CommitteeIn December 2008, the former CorporateGovernance Code MonitoringCommittee (the Frijns Committee)presented an updated code (“Code2008”). By order in council of 10December 2009, the Minister forJustice designated the Code 2008as the new code of conduct, and assuch replaced the former CorporateGovernance Code of 2003, designatedas code of conduct in 2004.The Code 2008 applies to fiscal yearson or after 1 January 2009.On 2 July 2009, the Minister ofFinance, also on behalf of the Ministersof Economic Affairs and Justice,set up a new Corporate GovernanceCode Monitoring Committee (theStreppel Committee).The Streppel Committee’s evaluationreport of December 2010 particularlyfocuses on provisions that wereapplied for less than 90% duringthe past four years, and on the newprovisions in the Code 2008. TheStreppel Committee concludes thatcompliance in the 2009 fiscal yearwith provisions that were applied forless than 90% during the past fouryears, has not significantly improvedor worsened compared to the 2008fiscal year. It does point out thatsociety finds non-compliance, particularlyin terms of remuneration, moreand more unacceptable. The StreppelCommittee feels that the new bestpractice provisions in the Code 2008are in general applied or interpreted.The Streppel Committee alsoexpressed its intention for 2011 tofocus on diversity, shareholding in aninternational perspective, the reportfrom the Supervisory Board and thequality of explanations in general.Ctac awaits the developments in thatrespect with interest.Legislative proposal implementationof recommendationsfrom the CorporateGovernance Code MonitoringCommitteeThe legislative proposal aims to contributeto reinforcing the Dutch corporategovernance system by, amongother things, improving the balancebetween directors and shareholders,as well as improving control over thepotential risks attached to excessiveinvolvement by shareholders. To thatend, a motion has been submitted toamend the Financial Supervision Act,the Securities (Bank Giro Transactions)Act and the Civil Code.The most important proposedamendments are:- in the event of a three percentequity interest, shareholders mustreport their control and equity interestin listed companies (currentlyfive percent);- shareholders in listed companiesare obliged to announce their“Detailed information about CtacCorporate Governance can befound on Ctac’s website(www.ctac.nl) under InvestorRelations, Corporate Governance.”intentions in the case of an equityinterest of at least three percent,after which each subsequentchange of intentions must bereported;- a statutory regulation enables listedcompanies to trace the identities oftheir investors, in combination witha regulation for communicationbetween listed companies and theirshareholders and, indirectly, amonginvestors;- the threshold for using the rightto put an item on the agenda forthe shareholders Annual GeneralMeeting is raised from one percentto three percent.The legislative proposal has beensubmitted to the House of Representatives.Ctac awaits further developmentsin that respect.Legislative proposal toamend Book 2 of theNetherlands Civil Codein connection with theadjustment of rules aboutthe management andsupervision of public andprivate limited companies.This legislative proposal elaboratesan alternative management system inwhich executive and non-executivedirectors form part of a single body(one-tier model). It also provides for anew regulation for the legal relationshipbetween director and company,a new regulation for conflicts of interestwithin the Board of Directors, theSupervisory Board, and the decisionmakingprocess of the company, atthe same time amending the regulationabout the binding nomination ofdirectors. On 8 December 2009, theHouse of Representatives adoptedthe legislative proposal, which hasnow been submitted to the Senate fordiscussion. Ctac awaits the developmentsin that respect.Board of DirectorsThe Ctac Board of Directors is responsiblefor developing the objectivesand strategy, and for implementingthe strategic and operational policiesof the company. In fulfilling its taskthe Board of Directors focuses on the38 CTAC Annual Report 201039

interest of the company and its affiliatedbusinesses. The interests of allstakeholders are taken into account.The Ctac Board of Directors is formedby Messrs Henny Hilgerdenaar,Jan-Willem Wienbelt and Harrie vanGroenendael. For details about themembers of the Board of Directors werefer to page 18.Supervisory BoardThe Supervisory Board is primarilyresponsible for supervising the policyand management of the Board ofDirectors, both from a strategic andoperational point of view. In addition,the Supervisory Board acts as advisorybody for the Board of Directors. Themethod and profile of the SupervisoryBoard are documented in rulesof procedure and in a profile that ispublished on our website.The Supervisory Board currentlycomprises Messrs Herman OldeHartmann (chairman), Hans Jägersand Ed Kraaijenzank. Mr Hans JägersShareholders GeneralMeetingA shareholders General Meeting isheld on an annual basis. All resolutionsare passed on the basis of the‘one share, one vote’ principle. Resolutionsare passed with an absolutemajority of votes, unless the articlesof association or the law prescribe alarger majority.The main powers of the shareholdersAnnual General Meeting of Ctac are:- adopting the financial statements;- adopting the profit appropriationand dividend;- discharging the Board of Directorsfrom liability for the managementconducted;- discharging the Supervisory Boardfrom liability for the supervision oncompliance with the managementconducted by the Board of Directors;- appointing, suspending and dismissingthe members of the BoardCommunicationCtac attaches great value to open andtransparent communication with thefinancial community in general and itsfinanciers in particular. Ctac maintainsregular contact with analysts andinvestors, as well as with the financialmedia that form the primary sourcesof information for private investors. Inits communication with these targetgroups, Ctac relies on informationpublished by means of press releases.In a disclosure policy, Ctac has laiddown which information is publishedand when. This guarantees a prudentand simultaneous provision of informationto all shareholders.151 m mSustainabilityIn order to give the new Ctacoffice building maximum visibilityfrom the A2 motorway, theparking facilities are imbedded inthe landscape.172.761 mm252.2 m m188 m mmaintains contact with the joint workscouncil on behalf of the SupervisoryBoard. For details about the membersof the Supervisory Board we refer topage 19.of Directors and the SupervisoryBoard;- appointing the external auditor;- resolving to amend the articles ofassociation following a motion byPriority Foundation;- authorising the Board of Directorsto acquire shares held in the company’sequity;- determining the remuneration ofthe members of the SupervisoryBoard;- approving important board resolutions.40

Report from theSupervisory BoardIn 2010, Ctac took some importantsteps towards the strategic transitionfrom ERP service provider toa distinctive Solution Provider. Assuch, it anticipated the growingneed among organisations for an ITservice provider with more specialistknowledge of the activities and coreprocesses in their market sector.Based on this profound marketknowledge and combined with theproduct knowledge present, Ctacis in an excellent position to offerclients composed IT solutions mostsuitable for them.Demand for IT services experienceda slight rise in 2010. Businessesremained hesitant in making largeinvestments, with Ctac’s perspectivesfor new projects improvingduring the last months of 2010.tion policies and technical developments.(from COO to CIO).Composition of theSupervisory BoardThe composition of the SupervisoryBoard was not changed during theyear under review. The SupervisoryBoard comprises the following threemembers: Mr Herman Olde Hartmann(1959), chairman, Mr Hans Jägers(1941) and Mr Ed Kraaijenzank (1956).Mr Jägers was reappointed at theshareholders Annual General Meetingheld on 14 May 2010. This is his thirdand final term of four years.The Supervisory Board has two separatecommittees: an audit committeeand a remuneration committee. Thecomposition of both committees isthe same as that of the SupervisoryBoard, on the understanding thatMr Kraaijenzank is the chairman ofthe audit committee and Mr Jägersis the chairman of the remunerationcommittee.Further information about the currentmembers of the SupervisoryBoard can be found on page 19 ofthis annual report. The compositionof the Supervisory Board complieswith the guidelines of the CorporateGovernance Code. The compositionis balanced and such that thecombination of experience, expertiseand independence enablesthe Supervisory Board to fulfil itsvarious tasks correctly. In the opinionof the Board, the provisions in thebest practice provision III.2.1 havebeen complied with. All supervisorydirectors are independent within themeaning of best practice provisionIII.2.2. There has been a conflict ofinterest in the takeover of Yellow2BB.V., Yellow & Red B.V. and AlphaDistri B.V. Mr H.P.W.P.T.M. van Groenendaelwas shareholder of Yellow2BB.V. and Yellow & Red B.V., and alsodirector of Ctac N.V. Mr H.P.W.P.T.M.van Groenendael was shareholderand director of Alpha Distri B.V. andalso a director of Ctac N.V. The bestPettelaar Park office.Sustainability is safeguarded bya number of measures, such asunderground heat/cold storage,green roofs with additionalwater storage and variousmeasures to reduce energyconsumption.95.3 m m“In 2010, Ctac took some importantsteps towards the strategic transitionfrom ERP service provider to adistinctive Solution Provider.”Composition of theBoard of DirectorsOn 5 January 2010, the SupervisoryBoard asked Mr Henny Hilgerdenaarto fulfil the position of CEO. At theshareholders Annual General Meetingheld on 14 May 2010, he was officiallyappointed CEO. No other changeswere made to the Ctac SupervisoryBoard in 2010. The three-man boardis formed by Messrs Henny Hilgerdenaar(CEO), Jan-Willem Wienbelt(CFO) and Harrie van Groenendael(CIO). Due to the nature of Ctac’sservices and the associated organizationthe responsibilities of Harrie vanGroenendael have shifted to informapracticeprovisions II.3.2 - II.3.4 of theCorporate Governance Code werecomplied with.Activities of theSupervisory BoardActivitiesDuring the 2010 year under review,the Supervisory Board met tentimes in the presence of the Boardof Directors and four times as auditcommittee, in accordance with apredetermined schedule. The entireSupervisory Board was present at allmeetings. At the meetings with theBoard of Directors, a number of fixedsubjects were discussed, includingstrategy, the budget, the financialdevelopments and results (includingcontingency plan), market developments,employees’ affairs - includingthe GOR -, the organisationalstructure, the general and operationalcourse of affairs, the remunerationpolicy and execution and implicationsthereof, and Corporate Governance.The strategy pursued by the companywas also a regular point of discussion,as were the main risks attached to thecompany’s operational management.For more information in that respect,reference is made to pages 32-34of this annual report. The setup andeffects of the internal risk managementand control systems linked tothat were assessed on a periodicbasis.Specific subjects covered in 2010included the strategic key areas,the measures required to absorbthe effects of a lower demand forIT projects, and the possibilities tofurther improve the market positionof Ctac, also in economically lessfavourable times. Within that frameworkthe company (among otherthings) focused on the integrationof Yellow2B and Yellow & Red, theincorporation of Ctac France, CtacHealthcare and Ctac WarehouseOptimization Services. Other pointsfor attention included the changeprocess currently experienced bythe Belgian organisation. The entireSupervisory Board and Board ofDirectors went to Belgium to discussthe plans with Belgian management.Specific issues such as future financingof Ctac, future accommodationand data centre facilities were alsocovered.In 2010, the Supervisory Board onceheld a plenary meeting without theBoard of Directors. At this meetingthey discussed their own performanceas well as that of the Board of Directors.The subjects covered included:quality and timeliness of information,substantiation of motions, assessmentof resolutions versus corporate strategy,balance between commitmentand keeping a distance, teamworkbetween the Board of Directors, theSupervisory Board and works council,grip on foreseen and unforeseenevents, communication and personalrelationships, balance in composition,knowledge and skills, the profile ofthe Supervisory Board, fulfilment ofthe role of chairman.The entire Supervisory Boardattended the shareholders AnnualGeneral Meeting held on 14 May2010.In addition to the formal meetings,there were regular interim contactsabout current developments, bothamong the members of the SupervisoryBoard and those of the Board ofDirectors. On an individual basis, onemember of the Supervisory Boardand some members of the Boardof Directors attended a number ofconsultative meetings of the workscouncil. At these meetings, constructiveconsultations were held aboutthe consequences of the economicdevelopments and the measures tobe taken by Ctac.Remuneration of the Boardof Directors (and first-levelmanagers)In the final quarter, like every otheryear, the remuneration committeechecked the remuneration policyagainst the developments and basicprinciples, and the elements basedon that will be either confirmed oradjusted. This year’s check did notlead to an adjustment of one or moreelements of remuneration.In line with these basic principles,the members of the Board ofDirectors receive a remunerationthat is determined each year andwhich comprises a basic salary anda variable remuneration. The fixedelement of the remuneration is inline with the remuneration given bysimilar companies, and the variableelement of the remuneration is linkedto a minimum and maximum, andrelated to the fixed element of theremuneration. The variable elementof the remuneration of the Board ofDirectors is based on a number ofKey Performance Indicators (KPIs).Together, these KPIs form a weightedaverage of the percentage of thevariable element of the remuneration.The KPIs are made up of financialdata and data about employees andcustomer satisfaction indicators. Formore details on the remunerationpolicy and the remuneration of theBoard of Directors, reference is madeto the remuneration report on page82 of this report and to the corporatewebsite of Ctac (www.ctac.nl).Remuneration of theSupervisory BoardThe remuneration of the members ofthe Supervisory Board is not linked tothe company’s results. The shareholdersAnnual General Meetingdetermines the remuneration of themembers of the Supervisory Board.None of the supervisory directorshold any shares and/or share optionsin Ctac. For the remuneration reportof the Supervisory Board, reference ismade to page 82 of this report.Financial statements anddischarge from liabilityThe financial statements and 2010annual report prepared by the Board42 CTAC Annual Report 201043

of Directors have been submittedto the Supervisory Board and wereextensively discussed. HLB VanDaal & Partners N.V. Accountants& Belastingadviseurs audited the2010 financial statements and issuedan unqualified audit opinion. Thisopinion is included on page 96 of thisannual report.The Supervisory Board has establishedthat the Board of Directors’report for 2010 meets the requirementsof transparency and that thefinancial statements give a faithfulpicture of the financial position andprofitability of the company. It istherefore recommended that theshareholders Annual General Meetingadopts the financial statementsand that it discharges the Board ofDirectors and Supervisory Board forthe management it conducted and, inthe case of the Supervisory Board, forsupervising that management duringthe past fiscal year.Profit appropriation anddividend proposalCtac concluded the year 2010 with amodest net profit of EUR 0.2 million,equivalent to a profit of EUR 0.02per share. As outlined on page 16of this annual report, in principle,Ctac’s dividend policy aims to pay30 - 40% of the profit to the shareholders.However, with a view to thelimited extent of the profit per share,the recommendation is not to pay adividend for the 2010 fiscal year. Assumingadoption of the 2010 financialstatements, the recommendationfor the shareholders Annual GeneralMeeting is to approve the profitappropriation motion, as determinedby the Board of Directors with theconsent of the Supervisory Board.Corporate GovernanceThe corporate governance structureof Ctac is the joint responsibility ofthe Board of Directors and the SupervisoryBoard. At least once a year, theSupervisory Board assesses the corporategovernance rules that apply tothe company, and it gives advice onpotential changes. Corporate governanceis also an item on the agendaand discussed at the shareholdersAnnual General Meeting. Since 2003,Ctac has also been dedicating a separatesection of the annual report tocompliance with the Dutch CorporateGovernance Code.The Supervisory Board and the Boardof Directors support virtually all principlesand best practices in the CorporateGovernance Code and applythem. Ctac deviates from this code ona limited number of occasions only.For a list thereof, reference is made topage 39 of this report.A word of thanksFollowing a difficult 2009, allemployees involved again showeda lot of resilience in 2010. We havetaken solid steps towards a moredistinctive market position. This hasalso led to changes and shifts in theorganisation, which affected a lot ofemployees. Demand for Ctac servicesmodestly improved during the pastfew months, which gives us confidencein the chosen course and thesteps we have taking in that respectduring the past year.The Supervisory Board would thereforelike to express its appreciation toall employees, management and theBoard of Directors for their commitment,enthusiasm and flexibility.‘s-Hertogenbosch, 16 March 2011The Supervisory BoardMr H.G.B. Olde Hartmann,chairmanMr H.P.M. JägersMr E. Kraaijenzank208 m m131 m m188 m m65 m m44

CONSOLIDATED STATEMENT OF THE OVERALL RESULT FOR 2010(in EUR x 1,000) 2010 2009Net result directly attributable to shareholders’ equity 0 0Net result for the fiscal year 201 (2,115)Overall result for the fiscal year 201 (2,115)CONSOLIDATED CASH-FLOW STATEMENT FOR 2010(in EUR x 1,000) 2010 2009CASH-FLOW STATEMENTOperating result 1,190 (1,760)Depreciation 2,627 2,8883,817 1,128CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY IN 2010(in EUR x 1,000) Issued share Premium Statutory Other Undistributed Totalcapital reserves reserves profitBalance as at 1 January 2,766 10,690 3,395 1,510 18,361Changes inintangible fixed assets (262) 262 0Net result 201 201Dividend 0 0Balance as at 31 December 2,766 10,690 3,133 1,772 201 18,562The changes in intangible fixed assets reflect the intangible fixed assets related to customers and orders, the intangible fixedassets related to the products developed and the intangible assets manufactured in-house.Over 2009 no dividend was distributed.Change in working capitalReceivables (3,519) 7,130Short-term liabilities 685 (1,847)(2,834) 5,283Cash flow from business operations 983 6,411Interest received 399 450Interest paid (582) (800)Tax on profits paid (598) (552)(781) (902)Cash flow from operational activities 202 5,509Investments in tangible fixed assets (1,040) (1,102)Investments in development costs22) Net investment in new participations 366 (737)22) Expansion of interest in participations (652) (2,210)Sale of minority interest in participations - (8)CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY IN 2009(in EUR x 1,000) Issued share Premium Statutory Other Undistributed Totalcapital reserves reserves profitBalance as at 1 January 2,766 10,690 3,388 5,131 21,975Changes inintangible fixed assets 7 (7) 0Net result (2,115) (2,115)Dividend (1,499) (1,499)Balance as at 31 December 2,766 10,690 3,395 3,625 (2,115) 18,361The changes in intangible fixed assets reflect the intangible fixed assets related to customers and orders, the intangible fixedassets related to the products developed and the intangible assets manufactured in-house.The dividend reflects the payment of the dividend for 2008.Cash-flow from investment activities (1,326) (4,057)Long-term liabilities (623) (619)Buy-back of sharesProceeds from issuing receivedDividend - (1,499)Cash flow from financing activities (623) (2,118)(1,747) (666)Liquid assets 938 1,074Short-term debts owed to banks (2,831) (2,301)Balance of liquid assets as at 1 January (1,893) (1,227)Liquid assets 1,127 938Short-term debts owed to banks (4,767) (2,831)Balance of liquid assets as at 31 December (3,640) (1,893)(1,747) (666)50 CTAC Annual Report 201051

CTAC NVNOTES TO THE CONSOLIDATEDFINANCIAL STATEMENTS1. General informationabout CtacCtac is an IT service provider specialisingin ERP solutions. The Company’sactivities consist of implementing,integrating and managing systems,including SAP and Microsoft systemsand of operations associatedwith these systems, such as systemupgrades and system optimisations.The Company is an SAP Gold Partnerand Microsoft Gold Partner in theNetherlands, Belgium and Germany.Ctac is also the largest SAP resellerto medium-sized companies inthe Netherlands. The Company’scustomer base contains about sixhundred organisations of varying sizesand in a range of sectors. At the endof December 2010, Ctac employed501 staff. Ctac is active in the Netherlands,Belgium, Germany and France;its head office is in ‘s-Hertogenbosch.The Company’s shares are listed onEuronext Amsterdam (ticker: CTAC).2. Major accountingprinciples applied for thefinancial statementsThe consolidated financial statementsof Ctac N.V. are drawn up in compliancewith the International FinancialReporting Standards (IFRS) as interpretedby the International AccountingStandards Board (IASB) and acceptedwithin the European Union. The financialstatements of Ctac N.V. are drawnup in Dutch and English, whereby theversion in Dutch prevails. The financialstatements are drawn up in Euros.Amounts are expressed in thousandsof Euros, unless stated otherwise. TheEuro is the functional and presentationalcurrency of Ctac N.V.Drawing up the consolidated financialstatements in accordance with theregulations requires the managementto make judgements, estimates andassumptions that influence the effectsthat the guidelines have and thevaluations of assets, liabilities, incomeand expenses. The estimates andassumptions are based on historicalexperience and various other factorsthat are considered realistic under thegiven circumstances.The estimates and assumptionshave served as basis for evaluatingthe reported assets and liabilities.However, actual results and circumstancesmay differ from the assumptions.The estimates and underlyingassumptions are continually assessedand revised as necessary. Revisedestimates and assumptions arerecognised in the period in whichthey are revised if they affect therelevant period only, or in the periodof review and future periods if therevision affects both current andfuture periods.Applying adjusted and new InternationalFinancial ReportingStandards (IFRS)A number of new standards, amendmentsto standards and interpretationsdid not yet come into forcein 2010 and, consequently, havenot been applied to the consolidatedfinancial statements, unlessexplained:IFRS 9 Financial instrumentsIAS 24 Revised standard relatedpartiesIAS 32 Amendment to Financialinstruments: PresentationIFRIC 19 Redemption of financialobligations with equityinstrumentsAt the time of drawing up the financialstatements the managementinvestigates the impact of these revisionson the accounts. The amendmentswill be applied for the first timeto the fiscal year from the momentthey become effective.The following new standards andinterpretations became effective in2010 but are not currently relevant toCtac N.V.’s reporting:IFRIC 17 Distributions of Non-cashAssets to OwnersIFRIC 9 Reassessment ofEmbedded DerivativesIFRIC 16 Hedging of a Net Investmentin a Foreign OperationIFRIC 18 Transfer of Assets fromCustomersIFRS 2 Amendment to SharebasedPaymentIAS 36 Amendment to ExtraordinaryImpairment of AssetsThe following new standardsand interpretations became effectivein 2010:IFRS 3 Revised standard BusinessCombinationsIFRS 5 Amendment to Non-currentAssets Held for Sale andDiscontinuedIAS 1 Amendment to Revisedversion IAS 1 Presentationof Financial StatementsIAS 27 Revised standard Consolidatedand SeparateFinancial StatementsIAS 38 Amendment IntangibleAssetsFirst time application of the newstandards and interpretations has hadimpact on the financial statementsfor 2010. Under Revised standardBusiness Combinations IFRS 3 arecurrent revaluations of earn outobligations through the results, whichcannot be corrected to goodwillwith back-value. Additionally, directlyattributable acquisition costs are nolonger included for the purpose ofcalculating the acquisition amountand goodwill. These costs are directlycharged to the result.2.1 Accounting principles forconsolidationThe consolidation includes Ctac N.V.and all participations in which CtacN.V. has a direct or indirect interest ofmore than 50% and where Ctac N.V.can exercise effective control. Thirtyfourcompanies are included in theconsolidation, namely:Ctac Logistics BVBA has interests in:- Ctac Enterprise Technology N.V.,for 0.05%, causing 100% of theshares in the Company to beretained within the group;- Ctac Supply Chain Solutions BVBA(formerly Re-Spect BVBA) for10.2%, as a result of which 100% ofthe shares in the company are heldwithin the group.CtacBelgiumBVBA100%AlphaDistriBV50,5%Ctac ManagedServicesNV100%CrossvergeBV100%Ctac EnterpriseTechnologyNV99,95%CtacHealthcareBV50,5%CtacSquareBVBA93,33%CtacWarehouseOptimizationBV51%CtacIntelligenceBVBA97%Align Interim Management BV andAlign Business Transformation ServicesBV no longer carry out activities.Starting 1 January 2011, thesecompanies are used for activitiesthat are commenced together withPersity B.V. Both companies changedtheir name towards the end of 2010.Starting 19 November 2010, AlignInterim Management B.V. is namedPersity Search B.V. and will be usedfor the recruitment activities of Persityand Ctac. Starting 19 November 2010,Align Business Transformation ServicesB.V. is named Persity ResourcingB.V. and will be used for the secondmentactivities of Persity and Ctac.The annual accounts of majority participationsare included in the consolidatedfinancial statements from thedate on which Ctac N.V. first acquiresmajor control until the moment suchcontrol ceases.The acquisition costs of a newlyacquiredparticipation are recognisedon the basis of fair value on thetransaction date of the liquid assetand, where relevant, the capital instruments(in this case, shares) deployedto finance the acquisition. Goodwillis determined on the basis of thedifference between the acquisitioncosts and the net fair value of theCtacFranceSAS70,6%CtacBV100%CtacAMIBVBA97,99%CtacBusinessServices BV100%CtacDynamicsBV100%CtacLogisticsBVBA98,33%Ctac MKBBV100%mYuiceBusiness OneBV100%CtacSupply ChainSolutionsBVBA89,8%CtacNetIT ServicesBV100%mYuiceLogisticsBV100%CtacNederlandBV100%identifiable assets and liabilities thatare acquired, including contingentliabilities at the time of the takeover. Ifthe acquisition costs of the participationare lower than the fair valueof the assets and liabilities, includingcontingent liabilities of the relevantparticipation, then the difference isrecognised in favour of the result.Inter-company balance sheet equations,transactions and unrealisedprofits on transactions of this natureare eliminated when drawing up theconsolidated financial statements.Transactions with associated participationsare eliminated to the extentof Ctac N.V.’s interest in the relevantassociated participation whendrawing up the consolidated financialstatements.The accounting principles for valuationand determination of the resultsas included in these financial statementsare applicable to the balancesheets and profit-and-loss accountsfor all companies of the group thatare included in the consolidation.2.2 Segment reportingIn accordance with IFRS 8, segmentinformation is based on operationalsegments that are monitoredby managers and upon which theyIFS ProbityBV60 %mYuiceAll-in-OneBV100%ERP2BV100%PersityResourcingBV100%Meridian ITBV60%PersitySearchBV100%CtacUtilitiesGmbH70%Yellow2BBV52%CtacSCMGmbH85%Yellow&Red BV52%CtacRetailGmbH100%CtacDeutschlandGmbH100%base their operational decisions. Theoperational segments are identifiedon the basis of internal reporting thatis periodically assessed by the “chiefoperating decision maker”, with aview to allocating operational meansto components and to determiningperformance of the components.2.3 Foreign currency2.3.1 Functional and presentationalcurrencyAll of the group’s companies use theEuro as functional currency. Consequently,these consolidated financialstatements are drawn up in Euros,the currency of the primary economicenvironment in which Ctac N.V.operates.2.3.2 Translation of othercurrenciesWhere relevant, transactions andbalance sheet positions in othercurrencies are translated into thefunctional currency (Euros) on thetransaction or balance sheet date respectively.Any translation differencesare recognised immediately in theprofit-and-loss account.52 CTAC Annual Report 201053

2.4 Intangible fixed assets2.4.1 GoodwillAcquisitions are recognised usingthe purchase method of accounting.Goodwill that may result from theacquisition of participations is determinedon the basis of the differencebetween the acquisition costs and thenet fair value of the identifiable assetsand liabilities that are acquired, includingcontingent liabilities, at the timeof the takeover. Goodwill is valuedat acquisition cost minus cumulativeextraordinary impairment. Inclusion ofa deferred tax obligation in the caseof adjustments to fair value affects thelevel of the goodwill. Goodwill is attributedto cash-flow generating units.Extraordinary impairment of goodwill,where relevant, is charged to theprofit-and-loss account. Extraordinaryimpairment relating to goodwillis never reversed. When selling anentity, the book value of the goodwillis included in the result. Any negativegoodwill resulting from the acquisitionof a participation in case of alucky buy is recognised immediatelyin the profit-and-loss account afterrecalculation.From the start of fiscal year 2010,revaluations of earn out obligationsrun through the results and can nolonger be corrected to goodwill withback-value. Additionally, directlyattributable acquisition costs are nolonger included for the purpose ofcalculating the acquisition amountand goodwill. These costs are directlycharged to the result.In the situation of a minority interest,without agreements about acquiringthe shares of third parties, goodwillis determined as the differencebetween the acquisition sum and theproportionate part of the fair valuesof the acquired assets and liabilities.It is not always possible to provideinsight into the amounts on acquisitiondate for every category ofassets, obligations and conditionalobligations and a description of thefactors that featured in determiningthe acquisition price. This is, becausein some cases, business plans arenot yet sufficiently clear. The fairvalue that must be accorded to theintangible fixed assets must still beworked out and determined. Whereapplicable, this will happen within 12months from the date of acquisition.2.4.2 Intangible fixed assetsrelated to customersThe intangible fixed assets related tocustomers pertain to the intangibleassets of acquisitions identified inaccordance with IFRS 3 (‘BusinessCombinations’). Among other things,they concern customer and contractportfolios and are assessed for fairvalue at the moment of take-over. Thefair value at the time of take-over isthe acquisition cost. The acquisitioncosts of the identifiable tangiblefixed assets relating to customers arewritten down through the profit-andlossaccount on the basis of the usefullife of the individual components.2.4.3 Intellectual property rightsrelated to developed productsThese intangible fixed assets relate topurchased intellectual property rightsand/or linked distribution rights.These purchased intellectual propertyrights are recognised at fair value,with their fair value being determinedon the basis of the number of developmenthours that were required tobe able to manufacture the product.The hourly rates linked to the numberof development hours are actual commercialrates (including profit mark-upand risk mark-up).2.4.4 Intangible fixed assetsproduced in-houseDevelopment costs of intangiblefixed assets produced in-house areonly capitalised when it is probablethat economic benefits arising fromthe investment will be generatedfor a period of longer than one year.The costs of company staff relateddirectly to the intangible fixed assetsdeveloped in-house are recognisedat actual cost. The costs of any thirdparties used in the manufacturing ofin-house produced intangible fixedassets are taken in at actual cost.Interest charges are not a componentof the capitalised costs. Intangiblefixed assets produced in-house areamortised from the date they aredeployed.2.4.5 Expenditure after initialinvestmentExpenditure on capitalised intangibleassets after initial investment is onlyrecognised when it results in increasingthe future economic benefitsarising from the investment. All otherexpenses are recognised as chargesin the profit-and-loss account.2.4.6 Depreciation of intangiblefixed assetsDepreciation costs are determinedusing the linear method and arecharged to the profit-and-lossaccount on the basis of the usefuleconomic life of a fixed asset.Goodwill is tested annually forextraordinary impairment at eachbalance sheet date. Other intangiblefixed assets are amortised from thedate they are deployed. The usefuleconomic periods of intangible fixedassets used to determine amortisationare as follows:- Customer bases: 7 years- Intellectual property rights:7 years- Contract portfolios: 0.5 years- Intangible fixed assets related todeveloped products: 5-10 yearsAmortisation periods are evaluatedannually and adjusted when necessary.2.5 Tangible fixed assets2.5.1 Company-owned tangiblefixed assetsTangible fixed assets are recognisedat acquisition cost minus cumulativedepreciation and extraordinaryimpairment. This includes the additionalcosts that are directly attributableto the acquisition or productionof the asset. Costs incurred after theasset is initially recognised in thefinancial statements are includedin the book value of the asset orare recognised as a separate asset,when it is probable that the futureeconomic benefits generated by theasset shall accrue to Ctac N.V. andthe costs of the asset can be reliablydetermined. Maintenance costs arerecognised in the profit-and-lossaccount in the period in which theyare incurred.Book profits and losses upon divestmentof tangible fixed assets arebooked to the profit and loss account.2.5.2 Depreciation of tangiblefixed assetsTangible fixed assets are recognisedat acquisition cost minus depreciation,calculated linearly, on the basisof their expected useful economiclife. The annual depreciation rates areas follows:- structural changes to leasedpremises 10% - 20%- computer equipment /software 20% - 33 1/3%- inventory 10% - 25%Structural changes to premises aredepreciated over the remaining life ofthe lease agreement of the relevantproperty or the useful economic lifewhen the latter is shorter. The residualvalue, which is usually set to zero, andthe useful life of the tangible fixedasset are assessed annually at eachbalance sheet date and adjusted asnecessary.2.6 Trade receivables and otheraccounts receivableTrade receivables and other receivablesare initially recognised at fairvalue in the financial statements.Provisions for uncollectability aremade at the time it is presumed that areceivable or part of a receivable shallnot be collected. The amount of theprovision is determined as being thedifference between the book value ofthe receivable and the present valueof the estimated future cash-flows,discounted at the effective rate ofinterest; the addition to the provisionis recognised in the profit-and-lossaccount under other operating costs.The item ‘other receivables’ relatesto turnover generated by servicesprovided that have yet to be invoiced,other claims, prepayments andaccrued income. Prepayments andaccrued income include the amountsto be received pursuant to currentprojects at balance sheet date to theextent that the receivables pursuantto these projects exceed the amountsthat have already been invoiced.When amounts already invoiced forcurrent projects exceed the sum ofincurred costs and realised profit,then the balances relating to theseprojects are recognised under otherpayables.2.7 Liquid assetsLiquid assets relate to cash at handand the balances of current accountsat financial institutions; they arerecognised at actual value. Amountsdrawn under credit facilities in currentaccount are recognised under shorttermliabilities.2.8 Extraordinary impairment ofnon-financial assetsIntangible assets with an indefiniteuseful economic life and intangibleassets that are not ready for use arenot amortised, but are subjectedto an annual assessment for extraordinaryimpairment. Assets witha definite useful economic life areamortised and assessed for extraordinaryimpairment whenever there is anindication that the book value differsfrom the realisable value. Extraordinaryimpairment is recognised atthe amount by which the book valueexceeds the realisable value.2.8.1 Calculation of the realisableamountThe realisable amount of an assetor cash-flow generating unit is thehighest amount of the fair value minusthe disposal costs and the operationalvalue. The fair value is the proceedsthat will be received when selling acash-flow generating unit to a thirdparty in an at arm’s length transaction.The operational value is the presentvalue of the expected cash-flow froman asset or cash-flow generating unit.For determining the operational value,the present value of the estimatedfuture cash-flows is calculated usinga discount rate before taxation thatreflects both the current market estimatesof the time value of money andthe specific risk relating to the asset.When assets generate a cash-flow thatcannot be determined separately thenthe economic value that is determinedfor the cash-flow of the generating unitto which the asset belongs is used.2.8.2 Reversal of extraordinaryimpairmentExtraordinary impairment relating togoodwill is never reversed.Extraordinary impairment relatingto other assets is reversed whenthe estimates used to determinethe realisable value have changed.Extraordinary impairments are onlyreversed to the extent that the bookvalue of the asset after reversal doesnot exceed the book value, afterdeduction of depreciation, thatwould have been determined if noimpairment had been recognised. It isannually assessed whether indicationsexist that an extraordinary impairmentthat was applied to an asset inprevious periods, with the exceptionof goodwill, no longer exists or hasbeen reduced. If such an indicationexists, the realisable value of the concernedasset is re-determined and theimpairment is adjusted to the extentthat the assessment provides a reasonfor doing so.2.9 Shareholders’ equity2.9.1 Issued and paid-up sharecapitalThe company’s authorised capitalamounts to EUR 7,200,000, dividedinto 30,000,000 shares with a nominalvalue of EUR 0.24, consisting of:14,999,999 ordinary shares, 15,000,000preference shares and 1 priority share.The subscribed capital is comprisedof 11,526,459 ordinary shares and 1priority share. All issued shares arefully paid up.54 CTAC Annual Report 201055

Income and expenditure relating totax on profit and interest receipts andpayments are recognised as elementsof the net cash-flow from operatingactivities. Cash-flows resulting fromthe acquisition or disposal of financialinterests (participations and investments)are recognised as elementsof the cash-flow from investmentactivities, whereby the presence ofliquid assets with these participationsis taken into account. Paid dividendsare recognised as elements of thecash-flow from financing activities.The cash-flow statement recognisesthe balance of the liquid assets,including amounts drawn from thecurrent account, as recognised in theshort-term liabilities.4. Financial risk managementCtac N.V. is faced with several financialrisks, such as market risks, creditrisks and liquidity risks. General riskmanagement within Ctac N.V., asdirected by the Board of Directors,covers a broader field than solelyfinancial risks. More information isgiven in the risk management sectionof the report of the Board of Directorsenclosed on page 32 of this AnnualReport. Risk management focuses ontaking stock of the major risks andtargeted controlling of such risks onthe basis of directives, procedures,systems, best practices, inspectionsand audits. Our financial risk managementis focused specifically on therelevant risks confronting Ctac N.V.within this context.4.1 Market risk4.1.1 Interest-rate riskCtac N.V. is exposed to interest raterisk that is exclusively restricted tothe Eurozone. At year-end 2010,Ctac N.V.’s long-term interest-bearingdebts to financial institutionsamounted to EUR 0.9 million (end2009 EUR 1.5 million). It has beendecided not to hedge the interestrate risk.4.1.2 Exchange rate riskAll companies within Ctac N.V. arelocated in the Eurozone. The greatmajority of turnover is generatedwithin the Eurozone. Consequently,the Euro is Ctac N.V.’s reporting andfunctional currency. Ctac N.V. doesnot have any assets or liabilitiesoutside the Eurozone. The managementof Ctac N.V. considers foreignexchange rate risk at year-end 2010 tobe very small.4.2 Credit risksCredit risk is managed from a centrallocation. Credit risk ensues fromliquid assets and transactions withcustomers, including outstandingreceivables. Ctac N.V. accepts onlyprofessional parties within theNetherlands as its financial institutions.Ctac N.V.’s financing facility hadat end 2010 been secured from F. vanLanschot Bankiers. Effective 15 March2011, Ctac agreed a replacementfinancing facility with ABN AMROBank. Creditworthiness of customersis determined in advance on thebasis of project acceptance criteria.External credit ratings are used forthis purpose, if available. When noexternal credit ratings are available,Ctac N.V. assesses the customer’screditworthiness on the basis of itsfinancial position, past experiencesand other factors. Credit risks relatingto customers are continually assessed.Although economic conditions in2010 were not favourable, Ctac N.V.’sBoard of Directors is of the opinionthat the credit risks relating to customersare limited for the time being.4.3 Liquidity risksCtac N.V.’s liquidity management,with the exception of recent acquisitions,is carried out from a centrallocation. During the whole of 2010,centrally managed credit facilitiesamounting to EUR 8.0 million wereused, which Ctac had available withF. van Lanschot Bankiers, whereby itwas agreed with the bank that outstandingdebt to the bank shall notexceed 70% of outstanding receivablesof less than 90 days old. Thefinancing facility agreed effective 15March 2011 with ABN AMRO amountsto EUR 10.8 million. Security has beenfurnished in the form of a lien onreceivables, company equipment andIP rights.Liquidity management is focused onoptimum use of the available liquidassets and credit facilities within CtacN.V. To this end, liquidity forecastsfor the short and medium term areprepared at periodic intervals. Theforecasts are periodically adjusted onthe basis of actual realisations andpossible adjustments in outlook.4.4 Capital risk managementCapital is centrally managed and aimsat Ctac N.V.’s continuity on the onehand and at optimising the capitalstructure on the other.The instruments used to arrive at anoptimum capital structure are the dividendpolicy, the possibility of buyingback company shares and the possibilityof issuing shares, in particularwithin the context of financing potentialtakeovers or the reduction of debtpositions. As is customary within theindustry, Ctac N.V.’s target is maintainingthe total of loans and overdraftsat a maximum of two times earningsbefore interest, taxation, depreciationand amortisation (EBITDA). At theend of 2010, the debt ratio / (EBITDA)stood at 1.5. Ctac N.V. endeavours tomaintain a minimum solvency ratio of25%. At year-end 2010, the solvencyratio was 37% (year-end 2009: 42%).5. Key estimates andassumptions5.1 Estimates relating toextraordinary impairment ofgoodwillThe realisable value is the estimatedimmediate market value or the operationalvalue, if the latter is higher.When determining the operationalvalue of an asset, the present valueof the estimated future cash-flows isdetermined using a discount rate thatreflects both the current market estimatesof the time value of money andthe specific risks relating to the asset.The future cash-flows are estimatedbased on actual and historical resultsfrom each asset. A detailed forecastfor the coming year and forecasts onthe basis of conservative assumptionsfor growth in turnover and developmentof margins are prepared foreach asset. Cash flows after a periodof five years are extrapolated with lowgrowth percentages. The assumptionsthat are used are accepted within theindustry in which Ctac is active.Segmented results for the year 2010 are specified as follows:(in EUR x 1,000)5.2 Risk estimates with regard toprojects and receivablesIn the event of a loss-making project,a provision is made for the amountby which the expected benefits fromthe agreement for Ctac are lowerthan the unavoidable costs that arerequired in order to meet the relevantobligations. Provisions for uncollectabilityare made at the time it ispresumed that a receivable or part ofa receivable shall not be collected.6. Segment informationThe company provides a group ofclosely related services to the SAPconsultancy market,generally on a project basis. Ctac N.V.management directs the Companyon the basis of four geographicalsegments, namely the Netherlands,Belgium, Germany and France. Inthe financial statements there areno differences between segmentsin the evaluation of managementinformation. Prices and conditions fortransactions between segments areobjectively and commercially set atarm’s length.2010 The Netherlands Belgium Germany France Inter Consolisegment-datedeliminationTurnover per segment 55,631 16,683 525 435 (1,872) 71,402Operating result 820 356 14 - - 1,190Financial gains 435 61 - - (97) 399Financial losses (1,089) (170) (8) - 97 (1,170)Result before tax 166 247 6 - - 419Taxation (67) (151) - - - (218)Result after tax 99 96 6 - - 20158 CTAC Annual Report 201059

After a noticeable set-back in the IT sector in 2009, 2010 witnessed a cautious economic recovery. Turnover projections forthe earn out period for the participations have remained approximately the same as the estimate of one year ago.Under the Revised standard Business Combinations IFRS 3, from the start of fiscal year 2010, revaluations of earn outobligations run through the results and can no longer be corrected to goodwill with back-value.7.1 Investments and divestmentsInvestments in 2010 in goodwill and intangible fixed assets relating to customers pertain to the acquisition of majorityinterests in Ctac France, Yellow2B, Yellow & Red, Meridian IT, Ctac Warehouse Optimization Services, Ctac Healthcare,Alpha Distri and the expansion of interests of existing Ctac N.V. subsidiaries.7.1.1 Acquisition Core Consulting in 2009The definitive determination of the “purchase method of accounting” contains no deviation compared to the provisionallydetermined amounts of 2009.7.1.2 Acquisitions and allocation of acquisition costs Opening location Ctac France (70.6% of the shares andvoting rights)At the end of February of 2010, Ctac established an office in Paris. This new organisation will mainly concentrate on offeringretail solutions to medium-sized businesses, under the name of Ctac France S.A. This is a segment that, until that moment,was not widely served with powerful solutions in France. Ctac owns 70.6% of the shares of the business. The remaininginterest of 29.4% is owned by the existing management. Based fully on realised results, Ctac will expand the interest to onehundred per cent, in four equal parts. This will happen for the first time in 2013, linked to the average results realised in 2011and 2012.Ctac France (in EUR x 1,000)Net acquired assets and liabilitiesBook value of the assetsAdjustmentsafter acquisition to fair value Fair valueCash 50 50Net identified assets and liabilities 50 50Goodwill 773Purchase price 823Deferred purchase price 788Financed with long-term liabilitiesSum paid in cash 35Acquired cash 50Net cash-flow due to acquisition (15)Acquisition Yellow2B and Yellow & Red (52% of the shares and voting rights of both companies)On 28 January 2010, Ctac completed the acquisition of 52% of the shares of Yellow2B B.V. and Yellow & Red B.V. Thefigures of Yellow2B and Yellow & Red have been consolidated from January onwards. Through this acquisition, Ctac hasstrengthened its leading position in the market of IT specialists. Yellow2B, specialist in SAP NetWeaver, was established in2001 and offers integration solutions that unlock SAP systems and make them accessible in a user-friendly manner. Yellow &Red, established in 2000, focuses on the realisation of internet applications, content management and e-business solutions.The purchase price depends entirely on the results of Yellow2B and Yellow & Red in the coming three years. Based on theEBITA that was realised in the preceding year, during that period, the interest will be increased to one hundred per cent, inthree equal parts. This will happen for the first time in 2012, linked to the results realised in 2011.On the basis of the turnovers that were realised in the past, fair value has been adjusted for intangible fixed assets related tocustomers.The take-over of Yellow2B has had the following effect on Ctac N.V.’s asset and liability position:Yellow2B (in EUR x 1,000)Net acquired assets and liabilitiesBook value of the assetsAdjustmentsafter acquisition to fair value Fair valueIntangible fixed assets related to customers 160 160Balance of deferred taxes (41) (41)Tangible fixed assets 43 43Trade receivables 149 149Other receivables 18 18Cash 195 195Trade payables (67) (67)Other payables (123) (123)Net identified assets and liabilities 215 119 334Goodwill 434Purchase price 768Deferred purchase price 768Financed with long-term liabilitiesSum paid in cashAcquired cash 195Net cash-flow due to acquisition (195)During the year 2010, Yellow2B contributed EUR 0.9 million to the turnover of Ctac and EUR 41,000 to the operating result.62 CTAC Annual Report 201063

Powerful toolsfor a maximum resultYou need the right tools for the job. Such as the complete end-to-end solutionsof Ctac, which are characterised by a maximum coordination between software,business processes and staff. We are also ready for cloud computing andSoftware-as-a-Service.64CTAC Annual Report 2010 65

The take-over of Yellow & Red has had the following effect on CTAC N.V.’s asset and liability position:Yellow & Red (in EUR x 1,000)Net acquired assets and liabilitiesBook value of the assetsAdjustmentsafter acquisition to fair value Fair valueIntangible fixed assets related to customers 212 212Balance of deferred taxes (54) (54)Tangible fixed assets 40 40Trade receivables 395 395Other receivables 6 6Cash 275 275Trade payables (35) (35)Other payables (405) (405)Net identified assets and liabilities 276 158 434Goodwill 483Purchase price 917Deferred purchase price 917Financed with long-term liabilitiesSum paid in cashAcquired cash 275Net cash-flow due to acquisition (275)During the year 2010, Yellow & Red contributed EUR 1.2 million to the turnover of Ctac and EUR 45,000 negative to theoperating result.Acquisition Meridian IT (60% of the shares and voting rights)On 11 March 2010, Ctac acquired a majority interest in Meridian IT B.V., SME supplier of SAP Business One. This acquisitionfits into the strategy of Ctac of expanding its Business One activities. Through the acquisition, Ctac strengthens its positionin the market for SME solutions based on SAP software. Ctac acquired the interest of 60% at nominal value and will graduallyincrease the interest over the coming years to one hundred per cent. The acquisition price of the remaining stake dependson the future results of Meridian IT. Based on the results that were realised in the preceding year, the interest will beincreased to one hundred per cent, in four equal parts. This will happen for the first time in 2012, linked to the results realisedin 2011.On the basis of long-term orders, fair value has been adjusted for intangible fixed assets related to orders.The purchase of Meridian IT has had the following effect on Ctac N.V.’s asset and liability position:Meridian IT (in EUR x 1,000)Net acquired assets and liabilitiesBook value of the assetsAdjustmentsafter acquisition to fair value Fair valueIntangible fixed assets related to orders 99 182 281Balance of deferred taxes (46) (46)Tangible fixed assets 3 3Trade receivables 107 107Other receivables 1 1Cash 6 6Loans (20) (20)Trade payables (57) (57)Other payablesn (121) (121)Net identified assets and liabilities 18 136 154Goodwill 0Purchase price 154Deferred purchase price 143Financed with long-term liabilitiesSum paid in cash 11Acquired cash 6Net cash-flow due to acquisition 4During the year 2010, Meridian IT contributed EUR 0.6 million to the turnover of Ctac and EUR 92,000 negative to theoperating result.Ctac Warehouse Optimization Services (51% of the shares and voting rights)At the end of the third quarter of 2010, Ctac and logistics specialist Prologys have established a joint venture that is fullyaimed at optimisation of processes in large warehouses. The new venture that officially started at the end of December underthe name of Ctac Warehouse Optimization Services B.V., offers consultancy in the field of warehouse optimisation. Ctacbrings comprehensive general SAP expertise and an expansive customer base into the venture. Since many years, Prologyshas a strong focus on warehouse logistics and has comprehensive experience in optimally applying SAP WM (WarehouseManagement). Ctac and Prologys have also started to develop a generic application that can be used by SAP WM usersto optimise their warehouse processes. It is expected that the new software application will come onto the market aroundthe middle of 2011 as Software-as-a-Service (SaaS). Ctac has a majority interest of 51% in Ctac Warehouse OptimizationServices B.V. The other 49% of the shares are owned by Prologys. From 2016 onwards, Ctac will gradually increase its interestto 100% over four years. The price that Ctac will pay will fully depend on future results. Linked to the average results thatwere realised in the preceding two years, during that period, the interest will be increased to one hundred per cent, in fourequal parts. This will happen for the first time in 2016, linked to the average results realised in 2014 and 2015.66 CTAC Annual Report 201067

10. Trade receivables and other accounts receivableThe specification of the trade receivables and other receivables is as follows:(in EUR x 1,000) 2010 2009Trade receivables 14,173 10,974Provision for doubtful accounts receivable (773) (783)Trade receivables - net 13,400 10,191Turnover still to be invoiced in respect of services already rendered 3,477 2,970Other receivables 89 99Prepayments and accrued income 1,235 744Balance as at 31 December 18,201 14,004The fair value of the trade receivables and other receivables is close to the book value. On 31 December 2010, this appliesalso to an amount of EUR 4.1 million trade receivables (31 December 2009: EUR 3.3 million) for which the payment period haslapsed. During 2010, Ctac had to write off EUR 0.2 million worth of trade receivables because of bankruptcies. At year-end2010, the provision for receivables that are considered uncollectible stood at EUR 0.8 million.Although the payment periods have lapsed, at balance sheet date there are no indications that the relevant trade debtorswill not fulfil their payment obligations.The claims in respect of trade receivables are exclusively in EUR. Ctac N.V. does not have receivables from trade debtorsin currencies other than EUR. The addition to and release from provisions are recognised in the profit-and-loss account inthe ‘other operating costs’ item. Amounts included in the provision are usually debited at the time there is no longer anyexpectation that further payments in respect of the receivable will actually be received.The other items within trade receivables and other receivables do not include any assets with impairment.The prepayments and accrued income includes prepaid costs, receivables pursuant to fixed-price current contracts, andamounts still to be received. The other receivables at year-end 2010 and year-end 2009 have a duration of less than one year.Maximum credit risk on balance sheet date is the fair value of each item in the receivables as stated above. Ctac N.V. has notobtained any sureties relating to this receivable.11. Liquid assetsThe amounts recognised in this balance sheet item are freely disposable. Amounts drawn under the current account creditfacility at year-end 2010, amounting to EUR 8.0 million, are included under short-term liabilities. The majority of the groupcompanies stand severally liable for the current account credit facility.No financial derivatives exist within Ctac N.V. on balance sheet date.The liquid assets are placed with professional market parties who have a credit quality that is assessed as good.The age of the trade receivables is as follows:(in EUR x 1,000) 2010 2009Trade receivables for which there is no doubt as to collectabilityand for which the payment periods have not yet lapsed 9,290 6,882Trade receivables for which there is no doubt as to collectabilityand for which the payment periods have lapsedless than 1 month 2,107 1,471between 1 and 2 months 814 471between 2 and 3 months 44 299more than 3 months 1,145 1,0684,110 3,309Trade receivables - net 13,400 10,19112. Shareholders’ equityAt year-end 2010, the Company’s authorised capital amounts to EUR 7,200,000, divided into 30,000,000 shares of EUR 0.24 asfollows: 14,999,999 ordinary shares, 15,000,000 preference shares and 1 priority share. The subscribed capital is comprised of11,526,459 ordinary shares and 1 priority share. All issued shares are fully paid up.The composition of and changes in shareholders’ equity during the years 2009 and 2010 is stated on page 50 of the financialstatements.With regard to intangible fixed assets related to customers and orders, intangible fixed assets related to developed productsand intangible fixed assets manufactured in-house, a legal reserve will be formed. It will be released in proportion to thedecline in the book value of the recognised development costs.The number of outstanding option rights shall not exceed 10% of the number of outstanding ordinary shares. There are nooutstanding option rights.The changes in the provision for doubtful debts are as follows:(in EUR x 1,000) 2010 2009Balance as at 1 January 783 534Addition to the provision during the fiscal year 150 556Receivables written off as uncollectable during the fiscal year (92) (94)Released (68) (213)Balance as at 31 December 773 78313. Long-term liabilitiesThe composition of the long-term liabilities is as follows:13.1 Debts to financial institutionsThe long-term debts to financial institutions include the loans taken out by Ctac Belgium BVBA for the purpose of long-termacquisition financing (in 2007 for the purpose of Ctac Enterprise Technology N.V., formerly Smart Solutions N.V., in 2009 forthe purpose of Ctac Managed Services N.V., formerly Core Consulting N.V.). The interest rate on the long-term loan from2007 is Euribor + 1%. This loan is repaid over five years (in equal monthly instalments). The interest rate on the long-term loanfrom 2009 is Euribor + 1.85%. This loan is repaid over five years (in equal monthly instalments). As surety, a lien is attached tothe shares of Ctac Managed Services N.V. and Ctac Enterprise Technology N.V. and the loan to Ctac Belgium BVBA by CtacN.V. (EUR 0.9 million) has been subordinated.72 CTAC Annual Report 201073

(in EUR x 1,000) 2010 2009Balance as at 1 January 1,533 682Drawdown of loan 9 1,470Transfer to short-term liabilities (632) (619)Balance as at 31 December 910 1,533(in EUR x 1,000) 1-2 years > 2 years TotalExpiry dates on long-term loans as at year-end 2010 520 360 91013.2 Other liabilitiesThis relates to Ctac’s long-term obligations towards minority shareholders of subsidiaries of Ctac N.V., with whom Ctac hasconcluded earn out and/or subsequent payment agreements.(in EUR x 1,000) 2010 2009Balance as at 1 January 3,686 5,603New obligations in connection with new acquisitions 3,002 764Payment variances - (2,480)Transfer to short-term liabilities (1,861) (633)Accruing interest on earn out obligations 588 432Balance as at 31 December 5,415 3,686(in EUR x 1,000) 1-2 years > 2 years TotalExpiry date earn out obligations as at year-end 2010 2,055 3,360 5,415After a noticeable set-back in the IT sector in 2009, 2010 witnessed a cautious economic recovery. Turnover projections forthe earn out period for the participations have on balance remained the same as the estimate of one year ago. Therefore, nodifferences in payments have occurred in 2010.Under the Revised standard Business Combinations IFRS 3, from the start of fiscal year 2010, revaluations of earn outobligations run through the results and can no longer be corrected to goodwill with back-value.14. ProvisionsThe changes in provisions are as follows:(in EUR x 1,000) 2010 2009Relatingto vacantpremises Other TotalBalance as at 1 January 369 1,288 1,657 855Addition charged to the result - 134 134 1,331Allocated (239) (354) (593) (529)Balance as at 31 December 130 1,068 1,198 1,657Around EUR 0.2 million of the provisions (2009: around EUR 0.2 million) have a duration of more than one year.14.1 Provision relating to vacant premisesThe provision for vacant premises relates to future lease expenses, including the fixed costs associated with the lease, for theperiod of the contract during which the premises are not expected to be used.14.2 Other provisionsThese provisions relate to work still to be carried out on projects that are charged to the fiscal year in accordance with theaccounting principles for the financial statements.15. Trade payables and other debtsThe composition of the trade payables and other debts is as follows:(in EUR x 1,000) 2010 2009Trade payables 4,932 4,038Taxation and social security premiums 2,971 2,692Other payables 2,469 902Accrued expenses 7,596 7,40217,968 15,034The other payables item includes short-term liabilities such as liabilities pursuant to earn out obligations.The accrued liabilities item includes liabilities relating to holiday pay, annual leave and bonuses, as well as other items to bepaid that are charged to the fiscal year in accordance with the accounting principles for the financial statements. The otherliabilities at year-end 2010 and year-end 2009 both have a maturity shorter than one year.Ctac N.V.’s financing facility to the tune of EUR 8.0 million had at end 2010 been secured from F. van Lanschot Bankiers.Thereby it was agreed with the bank that outstanding debt to the bank shall not exceed 70% of outstanding receivables ofless than 90 days old. Security had been furnished in the form of a lien on receivables and company equipment.Effective 15 March 2011, Ctac agreed a financing facility with ABN AMRO Bank, for EUR 10.8 million. Security has beenfurnished in the form of a lien on receivables, company equipment and IP rights.74 CTAC Annual Report 201075

16. Staffing costsThe composition of the staffing costs is as follows:(in EUR x 1,000) 2010 2009Salaries 31,446 31,153Social security premiums 4,285 4,253Pension costs 1,345 1,281Other staffing costs 2,148 1,481Share appreciation rights 38 -39,262 38,168The pension costs relate to the payment of contributions pursuant to a defined contribution plan. The other staffing costsinclude costs such as travel and accommodation expenses and training costs. The average staffing level on the basis of FTEsfor 2010 was 462 (2009: 460).18. Financing gains and lossesThe financing gains and losses are specified as follows:(in EUR x 1,000) 2010 2009Financing gains 399 450Financing losses (582) (800)Accruing interest on earn out obligations (588) (432)Balance of total financing gains and losses (771) (782)The financing losses item recognises the interest due on the long-term loan, the amounts drawn under current account creditfacilities from banks, and interest with regard to taxation.19. Taxation17. Other operating costsThe other operating costs can be specified as follows:(in EUR x 1,000) 2010 2009Car costs 5,398 5,168Accommodation costs 1,852 2,069Marketing and sales costs 1,110 1,419Other costs 3,551 3,09311,911 11,749The other costs include items such as the costs of information management and automation, insurance, auditors’ fees andconsultancy fees.The accommodation costs recognise an amount of around EUR 1.1 million (2009: around EUR 1.2 million) for operationallease contracts.The car costs recognise an amount of around EUR 4.0 million (2009: around EUR 3.8 million) for operational lease contractswith regard to cars.The level and composition of the auditors’ fees is as follows (x 1,000):a. auditing the financial statements: EUR 125;b. other auditing assignments: EUR 11;c. other non-auditing services: EUR 8.Consequently, the total auditors’ fees amount to EUR 144.Tax position and tax burden (in EUR x 1,000) 2010 2009Actual tax liabilities (776) (553)Deferred tax liabilities 558 988Tax burden pursuant to the consolidated financial statements (218) 435The tax burden as a percentage is 52.0% (2009: 17.1%) and is composed as follows:2010 2009Nominal tax burden 25.5 25.5Tariff differences abroad 9.2 -3.3Setting off of losses not recognised in the past -0.4 -1.6Not included latencies for losses in the fiscal year - -2.2Undeductible amounts 14.9 -1.1Effects of reduced tariff on first threshold 2.8 -Incidental items - -0.2Tax burden pursuant to the consolidated financial statements 52.0 17.1The effective tax burden has been calculated on the basis of the result, excluding the result from selling participations.The impact of losses not recognised in the past stems from the results of group companies that are eligible for compensationduring the fiscal year, for which no active latencies were created in respect of such compensation.The rights to compensate losses against taxable profits are recognised when it is expected that compensation will behonoured. No deferred tax claim has been recognised during the fiscal year with regard to off-settable losses of aroundEUR 0.2 million, because it is insufficiently probable that in future taxable profits will become available for off-setting against.The total of the off-settable losses is around EUR 1.9x million at year-end 2010 (around EUR 3.6 million at year-end 2009).76 CTAC Annual Report 201077

20. Results per shareProfit per share and diluted profit per shareThe calculation of base profit and the diluted profit per share accruing to the shareholders of the parent company is basedon the following data:Profit (loss) per share 2010 2009Result for the purpose of base profit per share (net profit during the fiscalyear accruing to the shareholders of the parent company) (EUR x 1,000) 201 (2,115)Result for the purpose of base profit per share from continued activities (EUR x 1,000) 201 (2,115)Number of shares 2010 2009Number of ordinary shares, 1 January 11,526,459 11,526,459Number of ordinary shares, 31 December 11,526,459 11,526,459Number of weighted average outstanding ordinary shares 11,526,459 11,526,459Net profit during the reporting period accruing to the shareholdersof the parent company (EUR x 1,000) 201 (2,115)All premises accommodating the group’s companies are leased. Ctac N.V. does not own any premises. The company and itsparticipations have lease obligations amounting to a total of ca. EUR 1.5 million (2009: EUR 2.6 million). This relates to rentalobligations for office premises in the Netherlands (’s-Hertogenbosch, Barneveld and Eindhoven), Belgium (Wommelgemand Drongen) and Germany (Munich and Ratingen).Ctac is aiming to move to new a head office in ‘s-Hertogenbosch in theearlier part of 2012. For that purpose, a “rental agreement for office space and parking places that are still to be realised”has already been signed. The rental obligations emanating from this agreement amount to circa EUR 7.7 million.The composition of the rental and lease obligations is as follows:(in EUR x 1,000) lease obligations Rental obligations 2010 2009Duration of less than one year 3,587 1,307 4,894 4,401Duration of more than one yearand less than five years 4,874 3,141 8,015 4,469Duration of longer than five years - 4,839 4,839 -8,461 9,287 17,748 8,870The Company and most of its Dutch group companies form one or more fiscal entities for corporation tax purposes. Pursuantto this arrangement, the companies involved are severally liable for the obligations of the fiscal entity.Profit per weighted average outstanding ordinary shares (EUR x 1,000) 0.02 (0,18)Fair value of earn out obligations (EUR x 1,000) 7,240 4,319Average rate (Euro) 2.11 2.67Potential dilution of ordinary shares (EUR x 1,000) 3,431,461 1,617,603Potential number of shares for the purpose of diluted profit per share 14,957,920 13,144,062Net profit during the reporting period accruing to the shareholdersof the parent company and to the minority shareholders of thesubsidiaries (EUR x 1,000) 201 (2,115)Net result per share after potential dilution 0.01 ** Net result per share after potential dilution for 2009 is not included. Potential ordinary shares must be treated as diluted if andonly if conversion into ordinary shares would decrease or increase, as the case may be, the profit of loss from continued operatingactivities (IAS 33.41).22. Acquisitions and divestments22.1 Effects of acquisitionsPurchases of the group’s companies have had the following effects on Ctac N.V.’s asset and liability position:Investments (in EUR x 1,000) 2010 2009Tangible fixed assets 85 19Intangible fixed assets related to customers and orders 372 839Intangible fixed assets related to orders 282 31Trade receivables and claims 698 953Liquid assets 606 77Balances of deferred taxes (141) (249)Trade payables and other short-term payables (829) (783)Net identified assets and liabilities 1,073 887Third party share (33) -Goodwill of acquired group companies 2,769 2,09121. Conditional and contractual obligations not shown on the balance sheetThe Company and its participations have provided guarantees for a total amount of around EUR 0.3 million (2009: aroundEUR 0.3 million). These guarantees have been issued in respect of current lease obligations.At year-end 2010 Ctac N.V. has no material investment obligations for tangible and intangible fixed assets.Cars made available to staff are usually obtained via operational leases with contract periods ranging from 36 to 60 months.Within this context, the company and its participations have lease obligations amounting to a total of ca. EUR 8.5 million(2009: EUR 6.3 million). This relates to operational lease obligations pertaining to the lease of cars for staff in the Netherlandsand Belgium, with durations between 1 and 5 years.Purchase price new acquisitions 3,809 2,978Earn out payments for acquisitions in previous years 652 2,210Deferred purchase price (3,569) (694)Financing of purchase price through long-term loan - (1,470)Paid purchase price / cash 892 3,024Purchased liquid assets (606) (77)Net cash outflow acquisitions 286 2,94778 CTAC Annual Report 201079

Decisive working methodforms basis for successAccurate action with Ctac Powerhouse. Productive collaboration betweenspecialist business units leads to surprising innovations, more extensivecompetencies and the possibility to combine personal entrepreneurship withdeveloping specialism(s).80CTAC Annual Report 2010 81

Other information (all amounts in EUR x 1,000) 2010 2009Additional acquisition costs Additional acquisition 79-advisory costscosts not included in thepurchase price in 2010Effects corporation tax Goodwill is not Goodwill is notdeductible fordeductible forcorporation taxcorporation taxMethod of evaluating shares n/a n/aissued for acquisitionFactors that contributed to a purchase - Purchase price - Purchase priceprice resulting in acquiring goodwill- Additional costsNet profit (loss) for entities merged during (73) 220the fiscal year from moment of take-overPro forma return and profit or loss of the Only applicable to Acquisitionmerged entity from 1 January Meridian IT: result 2010 took placeuntil moment ofon 1 January;take-over was break-even pro forma returnnot applicable23. Related parties23.1 Identity of related partiesAs parties related to Ctac N.V., the group companies, the members of the Supervisory Board and the members of the Boardof Directors must be distinguished.23.2 Transactions with members of the Board and members of the Supervisory BoardA conflict of interest was an issue with the takeover of Yellow2B B.V., Yellow & Red B.V. and Alpha Distri B.V.. Mr H.P.W.P.T.M.van Groenendael was shareholder of Yellow2B B.V. and of Yellow and Red B.V. and he was also director of Ctac N.V. MrH.P.W.P.T.M. van Groenendael was shareholder of Alpha Distri B.V. and he was also director of Ctac N.V. The CorporateGovernance Code’s best practice provisions of II.3.2 to II.3.4 inclusive have been observed.23.2.1 Remuneration policyThe objective of Ctac N.V.’s remuneration policy is providing a transparent insight into the policy that should be applied inconnection with the remuneration of the members of the Board of Directors and the management. The need to be able topermanently secure the availability of qualified and experienced managers is also taken into account. Such a policy cannotbe seen divorced from the following principles:- The interest of the customer is pivotal. That interest is served when the members of the Board of Directors and managerssatisfy the most stringent professional requirements, necessitating adequate remuneration.- The remuneration reflects the expertise, commitment and involvement exhibited by the members of the Board of Directorsand by the managers for the benefit of Ctac N.V.- The level of remuneration is, to a certain extent, in line with the remuneration of members of Board of Directors andmanagers at comparable companies, and contains a fixed and a variable element.- The remuneration must be partly in line with the results achieved by Ctac N.V. and is therefore every year an item on theagenda for the Supervisory Board meeting that reviews issues such as the specification of the performance criteria to betested in determining the remuneration.- The policy governs the members of the Board of Directors and the most senior management level, and serves as abuilding block for the remuneration structure of the management within Ctac N.V..Remuneration of members of the Board of Directors and Supervisory Board:(in EUR x 1,000) 2010 2009Board of DirectorsTotal remuneration Mr Hilgerdenaar 321 -of which pension and disability benefit insurance 22 -of which variable remuneration 54 -Total remuneration Mr Wienbelt 268 212of which pension and disability benefit insurance 19 15of which variable remuneration 42 -Total remuneration Mr Van Groenendael 277 222of which pension and disability benefit insurance - -of which variable remuneration 55 -Former directorsTotal remuneration - 1,267of which pension and disability benefit insurance - 27of which variable remuneration - -The level of the variable element of the remuneration depends on the extent to which agreed targets are achieved. Themajor targets relate to the development of the turnover and result, management of working capital, customer satisfactionand employee satisfaction. Cars and mobile telephones are made available to the members of the Board of Directorsof the Company. They also receive a monthly expense allowance to cover their expenses. Neither loans, nor advancesor guarantees have been granted to members of the Executive Board. Possible compensation that Mr Hilgerdenaar,Mr Wienbelt and Mr Van Groenendael may receive in the event of separation is not laid down in their contracts and,consequently, is not maximised.On 5 January 2010, the Supervisory Board requested Mr Henny Hilgerdenaar to assume the duties of CEO. During theshareholders Annual General Meeting that took place on 14 May 2010, he was officially appointed CEO.The total remuneration of former directors over 2009 includes a separation bonus of EUR 960,000. The separation bonusconforms to the contractual stipulations.23.2.3 Shares held by the members of the Board of DirectorsAt year-end 2010, the members of the Board of Directors held 1,860,167 shares in Ctac N.V. (year-end 2009: 1,860,167).The breakdown of the shares held by members of the Board of Directors is as follows:2010 2009H.L.J. Hilgerdenaar - -W.J. Wienbelt 215,000 215,000H.P.W.P.T.M. van Groenendael 1,645,167 1,645,16723.2.2 Remuneration of the members of the Board of DirectorsThe following amounts for the remuneration of the members of the Board of Directors have been recognised in the resultsfor 2010 and 2009 respectively:82 CTAC Annual Report 201083

23.2.4 Option rights assigned to and held by members of the Board of DirectorsThe number of outstanding option rights shall not exceed 10% of the number of outstanding ordinary shares.Share appreciation rightsIn 2010, “share appreciation rights” have been allotted to Mr H.L.J. Hilgerdenaar. If, on an agreed date in 2014, the shareprice of Ctac exceeds a stipulated level, a lump sum bonus will be paid, subject to a ceiling. The real value that can beapplied to these “share appreciation rights” is recognised as an expense in the income statement, under ‘staff costs’.For 2010, that expense is EUR 38,00023.2.5 Remuneration of the Supervisory Board(in EUR x 1,000) 2010 2009Supervisory Board:H.G.B. Olde Hartmann 30 30H.P.M. Jägers 25 25E. Kraaijenzank 27 16A.J.Th. van den Huijsen - 13Mr Van den Huijsen stepped down as supervisor on 20 May 2009.Mr Kraaijenzank was appointed supervisor on 20 May 2009.23.2.6 Shares held by the members of the Supervisory BoardThe members of the Supervisory Board do not hold any shares in Ctac N.V. The members of the Supervisory Board have notbeen granted any option rights.24. Events after balance sheet date24.1 Establishment Persity Resourcing and Persity Search (51% of the shares and voting rights)Half-way through November of 2010, Ctac announced its intention to set up two new businesses together with Persity:Persity Search B.V. and Persity Resourcing B.V. Both businesses started activities on 1 January 2011.With Persity Resourcing, the two cooperating parties are aiming at the secondment of SAP consultants. Currently, Ctac oftenworks on a project and management basis, but it will now expand its portfolio with a secondment branch. Additionally, infuture, Persity Resourcing will employ its own staff. These will be consultants opting for a more enterprising model. PersitySearch focuses on recruiting and selecting (SAP) professionals and on sales, both for Ctac and for third parties.Ctac owns 51% and Persity 49% of the shares in both companies. From 2013 onwards, the interest of Ctac will gradually beincreased to 100%. The price that will be paid for increasing the interest depends on the future results. Based on the averageresults that were realised in the preceding two years, during that period, the interest will be increased to one hundred percent, in four equal parts. This will happen for the first time in 2014, linked to the average results realised in 2012 and 2013.COMPANY BALANCE SHEET AS AT 31 DECEMBER 2010 (AFTER APPROPRIATION)(in EUR x 1,000) 2010 2009ASSETSFixed assets25) Tangible fixed assets 29 1926) Intangible fixed assets 5,647 4,43127) Financiële vaste activa27,1 Participations 23,947 22,48827,2 Deferred tax claims 395 816Current assets30,018 27,75428) Trade receivables and other accounts receivable 4,416 471LIABILITIES29) Shareholders’ equity4,416 47134,434 28,225Issued and paid-up capital 2,766 2,766Premium 10,690 10,690Other reserves 5,106 4,90518,562 18,36130) long-term liabilities -30.1 Other liabilities 2,222 -30.2 Deferred tax liabilities 142 -2,364 -Short-term liabilitiesOwed to banks 12,17231) Trade payables and other debts 1,336 9,86413,508 9,86434,434 28,225COMPANY PROFIT-AND-LOSS ACCOUNT FOR 2010(in EUR x 1,000) 2010 2009Results from group companies after tax 678 1,032Other gains and losses after tax (477) (3,147)Net profit 201 (2,115)84 CTAC Annual Report 201085

NOTES TO THE COMPANY BALANCE SHEET AND PROFIT-AND-LOSS ACCOUNTGeneralThe Company financial statements of Ctac N.V. are drawn up in accordance with the statutory provisions laid down in Title9, Book 2 of the Netherlands Civil Code. The option provided by Article 2:362 of the Netherlands Civil Code of applying theaccounting principles of the consolidated financial statements (IFRS) for valuation and result when drawing up the Companyfinancial statements, has been made use of in this regard.With regard to the Company profit-and-loss account, the exemption provided pursuant to Article 402, Book 2 of theNetherlands Civil Code has been made use of.Group companies are recognised in the Company balance sheet at net asset value. A possible negative valuation of theparticipation is deducted from the claim on the relevant group company.25. Tangible fixed assetsThe changes in the tangible fixed assets are as follows:(in EUR x 1,000)Structuralalterations toleased premises Computers Inventory Total2010 2009 2010 2009 2010 2009 2010 2009Book value as at 1 January - 226 19 2,904 - 254 19 3,384Investments - - 19 19 - - 19 19Divestments - (226) - (2,904) - (254) - (3,384)Depreciation - - (9) - - - (9) -Book value as at 31 December - - 29 19 - - 29 19Total acquisition cost - - 42 19 - - 42 19Total depreciation - - (13) - - - (13) -Book value as at 31 December - - 29 19 - - 29 19The divestments were the result of transferring the tangible assets at book value to Ctac Nederland B.V.26. Intangible fixed assetsThe changes in the intangible fixed assets are as follows:(in EUR x 1,000)goodwill In-house Totalproducedintangiblefixed assets2010 2009 2010 2009 2010 2009Book value as at 1 January 3,200 19,075 1,231 1,679 4,431 20,754Investments 1,691 - - - 1,691 -Divestments (27) (15,875) - - (27) (15,875)Depreciation - - (448) (448) (448) (448)Book value as at 31 December 4864 3,200 783 1,231 5,647 4,431Total acquisition cost 4,864 3,200 2,238 2,238 7,102 5,438Total depreciation - - (1,455) (1,007) (1,455) (1,007)Book value as at 31 December 4,864 3,200 783 1,231 5,647 4,43127. Financial fixed assetsThe composition of the financial fixed assets is as follows:(in EUR x 1,000) 2010 2009Participations 23,947 22,488Deferred tax claims 395 81627.1 ParticipationsThe changes in the participations item are as follows:24,342 23,304(in EUR x 1,000) 2010 2009Position at 1 January including participations acquired 22,488 13,830Result from participations 678 1,163Acquired participations 818 19,890Transferred participations (67) (11,670)Receivables participations 30 (725)1,459 8,658Position as at 31 December 23,947 22,488Please refer to Supplement 1 to the financial statements for an overview of name, residence and capital interests.86 CTAC Annual Report 201087

27.2 Deferred tax claimsChanges in deferred tax claims are as follows:(in EUR x 1,000) 2010 2009Balance as at 1 January 816 337Addition to deductible losses - 479Withdrawal because of carry back (421) -Position as at 31 December 395 81628. Trade receivables and other accounts receivableThe specification of the trade receivables and other receivables is as follows:(in EUR x 1,000) 2010 2009Claims on group companies 3,668 451Taxation and social security premiums 330 -Other receivables 418 20Balance as at 31 December 4,416 47129. Shareholders’ equitySee the statement of assets and liabilities on page 50.30. Long-term liabilitiesThe composition of the long-term liabilities is as follows:30.1 Other liabilitiesThis relates to Ctac’s long-term obligations towards minority shareholders of subsidiaries of Ctac N.V., with whom Ctac hasconcluded earn out and/or subsequent payment agreements. In 2009, the subsidiaries were transferred to Ctac NederlandB.V. against issuance of shares. Therefore, the earn out obligations have also been transferred.(in EUR x 1,000) 2010 2009Balance as at 1 January - 5,603New obligations in connection with new acquisitions 2,007 -Accruing interest obligations 215 -Transfer to Ctac Nederland B.V. - (5,603)Balance as at 31 December 2,222 -30.2 Deferred tax liabilities31. Trade payables and other debtsThe composition of the trade payables and other debts is as follows:(in EUR x 1,000) 2010 2009Trade payables 600 -Inter-company trade payables - 587Taxation and social security premiums 28 -Other payables 349 -Other inter-company payables 123 8,157Accrued expenses 236 1,120Balance as at 31 December 1,336 9,864STAFFThe average staffing level on the basis of FTEs was 3 in 2010.Ctac N.V. has no staff working outside the Netherlands.CONDITIONAL OBLIGATIONSFiscal entity for corporation taxThe Company is in part a member of a fiscal entity for corporation tax purposes. Pursuant to this arrangement the Companyis severally liable for the obligations of the fiscal entity as a whole.DIRECTORS’ DECLARATIONPursuant to new statutory provisions the directors hereby declare that to the best of their knowledge:1. The financial statements, as enclosed on pages 48 to 89 inclusive in this report, give a true and fair view of theassets, liabilities, financial position and profit in the fiscal year for Ctac N.V. and the companies jointly included in theconsolidation;2. The annual report gives a true and fair view of the situation at balance sheet date and the situation during the fiscal yearat Ctac N.V. and the companies affiliated to Ctac N.V., of which the figures are incorporated in the financial statements.The material risks facing Ctac N.V. are described in the annual report.’s-Hertogenbosch,16 March 2011Board of DirectorsDe heer H.L.J. HilgerdenaarDe heer H.P.W.P.T.M. van GroenendaelDe heer W.J. WienbeltSupervisory BoardDe heer H.G.B. Olde HartmannDe heer H.P.M. JägersDe heer E. KraaijenzankChanges in deferred tax obligations are specified as follows:.(in EUR x 1,000) 2010 2009Balance as at 1 January - 379Addition because of new obligations 197 -Withdrawal in connection with interest accruals (55) -Transfer to Ctac Nederland B.V. - (379)Balance as at 31 December 142 -88 CTAC Annual Report 201089

Other informationProvision contained in thearticles of associationabout profit appropriationAccording to article 29 of the articlesof association, a dividend is paid outon the priority share that is equalto six percent (6%) of the nominalamount. The Board of Directors, withthe approval from the SupervisoryBoard, subsequently determineswhich part of the remaining profits isreserved. The balance of profits afterreservation is available to the GeneralMeeting of Shareholders.Motion for profitappropriationThe motion submitted to the GeneralMeeting of Shareholders is not to paya dividend for 2010.Special control rightsprovided for by the articlesof associationThe priority share held by the PriorityFoundation of Ctac N.V. is subjectto special control rights in respect ofappointment, suspension and dismissalof the board, share issues, preemptiveright, amendments to thearticles of association and dissolutionof the company.Protective measuresCtac applies the following protectivemeasures:- priority shares, held by the PriorityFoundation ;- the option to place preferenceshares with the ContinuityFoundation;- issue of depositary receipts forshares.The following provisionsapply to deployabilityPriority FoundationShares are issued following a resolutionby the Priority Foundation.The appointment of the PriorityFoundation as the issuing body canbe extended under the articles ofassociation or a resolution by theshareholders Annual General Meeting,but for no more than five years.Resolutions to issue preference sharesor to grant any right to subscribe tosuch shares by bodies other than theGeneral Meeting of Shareholders areat all times subject to the cooperationof the Supervisory Board. A transferof preference shares requires the“The Board of Directors is appointedby the General Meeting ofShareholders on the basis of abinding nomination of at least twopersons, to be drawn up by thePriority Foundation .”approval from the Supervisory Board.The pre-emptive right for a shareissue can be restricted or excludedby the Priority Foundation . Theappropriate authority of the PriorityFoundation ends the moment theauthority of the Priority Foundationto issue shares ends. The PriorityFoundation also plays a role in theappointment, suspension and dismissalof the members of the Boardof Directors. The Board of Directorsis appointed by the General Meetingof Shareholders on the basis of a bindingnomination of at least two persons,to be drawn up by the PriorityFoundation . A resolution to suspendor dismiss a member of the Board ofDirectors can, if not passed followinga motion by the Priority Foundation,only be passed with a majority ofat least two thirds of the votes cast,which represents more than half ofthe subscribed capital. Finally, thePriority Foundation plays a decisiverole in amendments to the articles ofassociation and in the resolution todissolve the company; such resolutionscan be passed only following amotion by the Priority Foundation.In 2010 the board members of theassociation ‘Priority Foundation’ were:1. Mr H.P.M. Jägers (Chairman)2. Mr A.J.M. van Riet3. Mr W.J. WienbeltMr A.J.M. van Riet is a lawyer, founderand the oldest partner of the VanRiet Wijnands Keuter legal practice.He is also on the supervisory boardof several construction companiesand development organizations.Previously he was a member of theSupervisory Board of the RabobankUtrecht and the Tergooi Hospital.Ctac Continuity FoundationThe objective of the Continuity Foundationis to look after the interestsof Ctac, the businesses and partiesinvolved affiliated to Ctac and itsgroup companies, to the extent thatthe interests of the company, thegroup companies and the businessesand all parties involved aresafeguarded to the greatest possibleextent and that influences thatmay harm the independence and/or continuity and/or identity of thecompany, the group companies andthe businesses in violation of thoseinterests are excluded as much aspossible, as well as to do anythingthat is related or may be conducive tothe above. The Continuity Foundationtries to achieve its objective by acquiringand keeping shares - preferenceshares in particular - in the company’scapital and by exercising the rightsattached to those shares, including inparticular the voting rights to thoseshares. The Continuity Foundationcan only acquire preference shares asreferred to above - without the cooperationof the shareholders AnnualGeneral Meeting of the company -including an acquisition of the rightto subscribe to preference shares,up to a sum of fifty percent (50%)of the total nominal amount of thesubscribed ordinary shares and thesubscribed priority share in the company’scapital. Preference shares canbe issued against partial payment,on the understanding that the partof the nominal amount to be paidmandatorily must be the same foreach preference share and that whenpreference shares are subscribed to,at least a quarter (25%) of the nominalamount must have been paid. TheContinuity Foundation is entitled tosell, pledge - provided that the votingright attached to the shares in questiondoes not transfer to the pledge- or otherwise encumber the shares ithas acquired, on the understandingthat it requires the approval from theSupervisory Board to sell the shares.The board of the Continuity Foundationcomprises two board membersA and three board members B. Theboard members A are, subject to theapproval from the Supervisory Board,appointed by the company’s Board ofDirectors from among the membersof the Supervisory Board or the Boardof Directors. The board members Bare appointed by the board of theContinuity Foundation itself, subjectto the approval from the company’sBoard of Directors, for which theBoard of Directors in its turn needsthe approval from the SupervisoryBoard. The Continuity Foundationis independent from Ctac. TheContinuity Foundation’s articles ofassociation contain safeguards forthe independence of the membersB. Furthermore, the ContinuityFoundation can only be representedby a board member A and a boardmember B, acting jointly. If no boardmember A is in office, the ContinuityFoundation is represented by twojointly acting board members B.The board members A of theContinuity Foundation in 2010 were:1. Mr H.G.B. Olde Hartmann (boardmember since May 2005),2. Mr W.J. Wienbelt (board membersince 28 February 2008).The board members B of the ContinuityFoundation in 2010 were:1. Mr J.A. Dekker (chairman) (boardmember since 31 October 2005),2. Mr M.L.M. de Bruijn (boardmember since 5 March 1998),3. Mr E. Jamin(board member since 5 March1998).Mr J.A. Dekker is the president of theRoyal Institution of Engineers and asupervisory director for KoninklijkeBAM Groep and Agens, as well as amember of the board of De Baak. Inaddition, he is on the board of oneother Continuity Foundation, that ofKoninklijke Boskalis. Previously, MrDekker was employed at Akzo, GTIand TNO. His last position was that ofchairman of TNO’s Board of Directors.Pettelaar Park officeThis site is surrounded by a woodedbank so as to subtly blend in withthe landscape. These woodedbanks used to be a regular sightin the landscape of the Dutchprovince of Brabant, and form ahabitat for flora and fauna.Mr M.L.M. de Bruijn is director andmajor shareholder in ‘mr M.L.M. deBruijn B.V. Tax, Legal and FinancialEngineering’. He is an expert in thefields of corporate (re)structuring,mergers & acquisitions, funding ofbusiness projects, venture capital,90 CTAC Annual Report 201091

346 m metc. Mr De Bruijn is a member of theboard of the CMG Pension Fund.He is a member of the SupervisoryBoards of, among others, HypotheekVisie B.V. and Hypotheek VisieBeheer B.V. Previously, Mr De Bruijnwas employed as a partner at DLASchut Grosheide, De Brauw BlackstoneWestbroek and Buruma MarisAdvocaten.Mr E. Jamin is an independentadvisor, working for medium-largeand large businesses and non-profitorganisations on an interim basis. Hisspecialist areas are treasury advice,support during change processes as aresult of computerisation or reorganisation,and setting up and structuringfinancial positions. Mr Jamin waspreviously linked to, among others,Coopers & Lybrand, Fuji Photo Filmand Van Den Boom Groep.The joint remuneration received bythe board members by virtue of theirposition as board member of theContinuity Foundation was EUR 7,200for the year 2010.Despite the obligation to make apublic offer - an obligation under theFinancial Supervision Act - which obligationapplies to shareholders whoacquire a set of at least thirty (30%) ofthe voting rights, it remains possibleto issue protection preference sharesto the Continuity Foundation in theevent of a (hostile) public bid.According to the management board,the supervisory directors and theboard of the Continuity Foundation,the requirements of independenceare met. The board members B of theContinuity Foundation have signed adeclaration of independence, whichhas been appended to this section asfinal paragraph.Right of investigationIn accordance with article 2:346,paragraph c of the Netherlands CivilCode, Ctac has granted the ContinuityFoundation the right of investigation.The Continuity Foundationis also authorised to claim injunctiverelief by virtue of article 2:349a of theNetherlands Civil Code if so specificallydemanded by the interests ofCtac. The Continuity Foundation willexercise the right of investigation andthe right to demand injunctive reliefonly within the objective of the ContinuityFoundation if there are justifiablereasons to doubt the correctnessof a policy. The Continuity Foundationwill exercise the right of investigationor the right to demand injunctiverelief only after prior consultation withCtac’s Board of Directors and SupervisoryBoard.Structural regimeCtac meets the conditions of thetwo-tier board regime and will reportthis to the Commercial Register of theChamber of Commerce, within thestatutory parameters.Declaration ofindependence ContinuityFoundationThe Board of Directors of Ctac N.V.and the board of the Ctac ContinuityFoundation hereby declarethat, in their joint opinion, the CtacContinuity Foundation is a Ctac N.V.-independent legal entity within themeaning of article 5:71, paragraph 1,section c of the Financial SupervisionAct.Ctac N.V.H.L.J. HilgerdenaarH.P.W.P.T.M. van GroenendaelW.J. WienbeltCtac Continuity FoundationJ.A. DekkerH.G.B. Olde HartmannM.L.M. de BruijnE. JaminW.J. Wienbelt151 m m168 m mThe obligation to make a public offerdoes not apply to the association‘Continuity Foundation’ if they meetcertain requirements, including therequired independence of Ctac.Issue of depositary receiptsfor sharesNo depositary receipts for shareshave currently been issued with thecooperation of the company.92

Maximum result fromcollaboration: co-innovationRefined to the last detail. Each of Ctac’s solutions is created in close cooperationwith the market and the customer, so they are perfectly in line with the ambitionsof your business.94CTAC Annual Report 2010 95

Auditor’s report from theindependent accountantTo: the General Meeting of Shareholdersof Ctac N.V.Report about the financialstatementsWe have audited the 2010 financialstatements of Ctac N.V. of ‘s-Hertogenbosch,included in this report.The financial statements comprisethe consolidated and simple financialstatements. The consolidatedfinancial statements comprise theconsolidated balance sheet as at 31December 2010, the consolidatedstatement of realised and unrealisedresults, the statement of changes inshareholders’ equity and the cashflow statement of 2010, plus theexplanatory notes which include anoverview of the major accountingprinciples for financial reporting andother explanatory notes.The simple financial statements comprisethe simple balance sheet as at31 December 2010, the simple profitand loss account of 2010, plus theexplanatory notes which include anoverview of the accounting principlesapplied for financial reporting andother explanatory notes.Responsibility of the boardThe company’s board is responsiblefor preparing the financial statementsthat must provide a faithful picture ofthe equity and result, in accordancewith International Financial ReportingStandards as accepted in theEuropean Union, and with Title 9,Book 2 of the Netherlands Civil Code,and is also responsible for preparingthe Annual Report in accordancewith Title, 9, Book 2 of the NetherlandsCivil Code. The board is alsoresponsible for such internal control itdeems necessary to make it possibleto prepare the financial statementswithout material misstatements as aresult of fraud or errors.Responsibility of theaccountantOur responsibility is to furnish anopinion on the financial statements,based on our audit. We have conductedour audit in accordancewith Dutch law, including the Dutchauditing standards. This means that wehave to meet the ethnical regulationsthat apply to us, and that we plan andconduct our audit in such a way soas to obtain a reasonable degree ofcertainty that the financial statementsdo not contain any material misstatements.An audit comprises activities to obtainaudit information about the amountsand explanatory notes in the financialstatements. The selected activitiesdepend on the opinion formingapplied by the accountant, includingthe assessment of the risks that thefinancial statements contain a materialmisstatement as a result of fraud orerrors.When making these risk assessments,the accountant takes the internal controlinto account that is relevant to thepreparation of the financial statementsand to the faithful picture thereof,aimed at setting up audit activities thatreflect the circumstances. However,these risk assessments do not aim tovoice an opinion on the effectivenessof internal control at the company. Anaudit also comprises the evaluation ofthe suitability of the applied accountingprinciples for financial reportingand of the reasonableness of theestimations made by the company’sboard, as well as an evaluation of theoverall picture of the financial statements.We are of the opinion that the auditinformation we have obtained is sufficientand suitable to form a basis forour opinion.Opinion about theconsolidated financialstatementsIn our opinion, the consolidatedfinancial statements provide a faithfulpicture of the extent and compositionof the equity of Ctac N.V. as at 31December 2010 and of the result andthe cash flows for 2010, in accordancewith the International FinancialReporting Standards as accepted inthe European Union and with Title 9,Book 2 of the Netherlands Civil Code.Opinion about the simplefinancial statementsIn our opinion, the simple financialstatements provide a faithful pictureof the extent and composition of theequity of Ctac N.V. as at 31 December2010 and of the result for 2010, inaccordance with Title 9, Book 2 of theNetherlands Civil Code.Statement relating to otheror statutory requirements.By virtue of article 2:393, paragraphs5e and 5f of the Netherlands CivilCode, we state that following theaudit we have not observed anyshortcomings as to the preparationof the Annual Report, as far as we cansee, in accordance with Title 9, Book2 of the Netherlands Civil Code andas to the provision of the informationrequired under article 2:392, paragraph1b to 1h of the NetherlandsCivil Code. We also state that theAnnual Report, insofar as we canassess, is compatible with the financialstatements as required by article2:391, paragraph 4 of the NetherlandsCivil Code.Waalwijk, 16 march 2011Was signed,HLB van Daal & Partners N.VAccountants & BelastingadviseursDrs. E.W. van der Haar RA139 m m208 m m188 m m96

Historical summaryResults (x EUR 1,000) 2010 2009 2008Net turnover 71,402 68,366 72,320Operating result 1,190 (1,760) 7,725Net profit 201 (2,115) 4,947Depreciation 2,627 2,888 2,382Cash flow (net profit + depreciation) 2,828 773 7,329Capital (x EUR 1,000)Tangible fixed assets 2,080 2,663 3,566Intangible fixed assets 27,675 25,169 25,212Deferred tax claims 1,015 1,128 356Current assets 19,328 14,942 21,254Short-term liabilities* 24,236 19,574 21,313Shareholder’s equity 18,562 18,361 21,975Total equity 50,098 43,902 50,388114 m mStaffNumber of employees at year-end 501 465 480Average number of employees (FTE) 462 460 415Average number of chargeable employees (FTE) 419 407 377Departures per year (headcount) 52 76 72Turnover per employee (per FTE x EUR 1,000) 154 149 174Turnover per chargeable employee (per FTE x EUR 1,000) 170 168 192Net profit per employee (per FTE x EUR 1,000) 0 (5) 12RatiosOperating result/net turnover 1.7% (2.6%) 10.7%Net result/net turnover 0.3% (3.1%) 6.8%Net result/average shareholders’ equity 1.1% (10.5%) 30.4%Current assets/short-term obligations* 0.8 0.76 1.00Shareholders’ equity/total equity 37% 42% 44%Figures per share of EUR 0.24 nominalWeighted average number of outstanding shares 11,526,459 11,526,459 11,069,062Dividend 0 0 0.13Net earnings 0.02 (0.18) 0.45Cash-flow 0.25 0.07 0.66188 m m* In conformity with 2010 and 2009, for the year 2008 the item provisions has been added to the item short-term liabilities.Because of this, for 2008 the ratio current assets/short-term liabilities has been adjusted.346 m m98

Terminology index Supplement 1AIDC - (Automatic Identification & Data Collection)Automatic identification and collection of dataASP - (Application Service Providing)The provision of applications over the InternetAsset Management - The automated management ofoperating assetsBI - (Business Intelligence) The process of transforming datainto information, which then provides knowledgeBW - (Business Warehouse)SAP’s analysis and reporting solutionCPM - (Corporate Performance Management)The automated and structured monitoring of businessperformanceCRM - (Customer Relationship Management)Integrated Customer ManagementCross Applications - A means of enabling a variety ofsystems to interact with each otherCustomer Service - Provision of services to customersDischarge - Release from liability, ratificationCWC - Central Works CouncilHosting - Management of information systemsPCM - (Premium Content Manager)A software module that links supplier catalogues to a specificordering systemPLM - (Product Life Cycle Management)The automated management of the lifecycle of a product,from development to phase-outPortal - Central Internet access to applications andinformationPI - (Process Integration) SAP module for the exchange ofinformation between different systemsSAP ERP-systeem - (Enterprise Resource Planning) Softwareproviding administrative support to company processesSAP IS - U-systeem - SAP-system focused specificallyon the utilities sectorSAP IS - R-systeem - SAP-system focused specifically onthe retail sectorSAP NetWeaver - The application and integrationplatform for process-oriented management as well as thetechnical foundation for all SAP applications in the SAPbusiness suiteSCM - (Supply Chain Management) SAP-specific softwarefor the management of information, money and goods innetworksSEM - (Strategic Enterprise Management) SAP softwaremodules for financial reports, planning and budgeting,performance monitoring and risk managementSOA - (Service-Orientated Architecture) The blueprint forservices-based business software. It offers solutions thatprovide greater adaptability, flexibility and openness(SOA combines SAP’s experience in the field of businesssolutions with the flexibility of Web services and openstandards)SRM - (Supplier Relationship Management) Automatedmanagement of supplier contactsSupply Chain Execution - Operations for the managementof tasks concerning the flow of goods in the supply chainTemplate - A fixed processing element containing asection of code that can often be implemented rapidlyVAR - (Value-Added Reseller) A reseller whoprovides added value for a solution in the form ofknowledge and expertiseVNSG - (Vereniging van Nederlandse SAP Gebruikers)Association of Dutch SAP usersSAPience - Association of Belgian SAP usersDisclosure of Major Holdings and Capital Interests Decree (Decree article 10 of the TakeoverDirective)The authorised capital of Ctac N.V. amounts to EUR 7,200,000, divided into 30,000,000 shares of EUR 0.24 as follows:14,999,999 ordinary shares, 15,000,000 preference shares and 1 priority share. The subscribed capital is comprised of11,526,459 ordinary shares and 1 priority share. More information with regard to provisions contained in the articles of associationabout profit appropriation and special control rights provided for by the articles of association of Ctac N.V. can befound under the ‘Other details’ section in this annual report, on page 90.In compliance with the Financial Supervision Act and the Disclosure of Major Holdings and Capital Interests in Securities-Issuing Institutions Decree, the Netherlands Authority for the Financial Markets has been notified of the following substantialparticipating interests with regard to Ctac N.V.Group companies/principal participating interests Registered office ParticipationIn % at year-end 2010Ctac N.V.Yellow2B B.V. Eindhoven 52Yellow & Red B.V. Eindhoven 52Ctac Nederland B.V. ’s-Hertogenbosch 100Alpha Distri B.V. ‘s-Hertogenbosch 50 . 5Crossverge B.V. ’s-Hertogenbosch 100Ctac Healthcare B.V. ’s-Hertogenbosch 50 . 5Ctac Warehouse Optimization B.V. ‘s-Hertogenbosch 51Ctac B.V. ’s-Hertogenbosch 100Ctac Business Services B.V. ’s-Hertogenbosch 100Ctac MKB B.V. ’s-Hertogenbosch 100Ctac Dynamics B.V. ’s-Hertogenbosch 100mYuice Business One B.V. ’s-Hertogenbosch 100mYuice Logistics B.V. ’s-Hertogenbosch 100mYuice All-in-One B.V. ’s-Hertogenbosch 100ERP 2 B.V. ’s-Hertogenbosch 100Meridian IT B.V. Barneveld 60Ctac NetIT Services B.V. ’s-Hertogenbosch 100IFS Probity B.V. Barneveld 60Persity Resourcing B.V.* ‘s-Hertogenbosch 100Persity Search B.V.* ‘s-Hertogenbosch 100Ctac Deutschland GmbH Ratingen, Germany 100Ctac Utilities GmbH Ratingen, Germany 70Ctac SCM GmbH Ratingen, Germany 85Ctac Retail GmbH Ratingen, Germany 100Ctac Belgium BVBA Wommelgem, Belgium 100Ctac Managed Services N.V. Wommelgem, Belgium 100Ctac Enterprise Technology Management N.V. Wommelgem, Belgium 99 . 95Ctac Square BVBA Wommelgem, Belgium 93 . 33Ctac Intelligence BVBA Wommelgem, Belgium 97Ctac AMI BVBA Wommelgem, Belgium 97 . 99Ctac Logistics BVBA** Wommelgem, Belgium 98 . 33Ctac Supply Chain Solutions BVBA Wommelgem, Belgium 89 . 80Ctac France SAS Paris, France 70 . 6133.31 m mSAP Business All-in-One - A complete and integratedmarket solution for all aspects of a medium sized businessSAP Business One - A complete and integrated systemfor smaller SME companies (from 1 employee), simpleto install and manage. Can be expanded with a range ofsupplementary packagesWorkflow Solutions - Systems for the improvement ofworkflowsAll of the aforementioned group companies are fully involved in the consolidation. All shares carry the same rights.* Align Interim Management B.V. and Align Business Transformation Services B.V. are companies that were inactive in 2010. At the end of 2010, bothcompanies underwent a change of name. As from 1 January 2011, these companies are used for two joint ventures with Persity B.V. In anticipation of thisjoint venture with Persity, the name of Align Interim Management B.V. was changed to Persity Search B.V. at the end of 2010. The name of Align BusinessTransformation B.V. was changed to 2010 Persity Resourcing B.V. at the end of 2010.** Ctac Logistics BVBA has interests in:• Ctac Enterprise Technology Management N.V., 0.05%, causing 100% of the shares in the company to be retained within the group;• Ctac Supply Chain Solutions BVBA (formerly known as Re-Spect BVBA), 10.2%, causing 100% of the shares in the company to be retained within the group.• AMI BVBA, 0.01%.100 CTAC Annual Report 2010101

ColophonPublicationCtacGoudsbloemvallei 305237 MJ ‘s-HertogenboschT. +31 (0)73 692 06 92F. +31 (0)73 692 06 88E. info@ctac.nlI. www.ctac.nlConcept and realisationAmbitions, ’s-HertogenboschPhotographyWorkhouse, BestCtac EditorsYvonne van SchaikMarie-Louise van de BraakTranslationKERN, Amsterdam