2012 annual report total specific solutions

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

Net sales by solution in %

26.1Software- related services

51.3Software

18.4ICT Services

4.2Consulting

Net sales in %

Non-recurringRecurring

44.155.9

Key �gures pro�t and loss account (x € 1,000)

Net sales by market in %

ICT and communicationConsumer marketFinancial servicesGovernmentHealthcareIndustry / industrial

4 411

2847

6

Professionals /staff ratio in %

StaffProfessionals

13.5

86.5

Financial key �gures

Total assets (x € 1,000)

199,690Net sales (x € 1,000)

201,110

EBITAE (x € 1,000)

22,417

Total number ofemployees (FTEs)

1,689

2012 2011 2010 2009 2008

Net sales 201,110 196,684 161,714 154,213 66,528

EBITDAE 37,060 31,105 25,052 23,388 11,469

% 18.4% 15.8% 15.5% 15.2% 17.2%

EBITAE 22,417 19,756 16,826 17,198 9,903

% 11.1% 10.0% 10.4% 11.2% 14.9%

2012 2011 2010 2009 2008

Net sales 201,110 196,684 161,714 154,213 66,528

EBITDAE 37,060 31,105 25,052 23,388 11,469

% 18.4% 15.8% 15.5% 15.2% 17.2%

EBITAE 22,417 19,756 16,826 17,198 9,903

% 11.1% 10.0% 10.4% 11.2% 14.9%

Net sales and EBITAE (x € 1,000) Total number of employees (FTEs)

Key �gures balance sheet (x € 1,000) 31-12-12 31-12-11 31-12-10

Total assets 199,690 200,450 162,430

Group equity 57,309 44,732 34,663

Tangible �xed assets 8,679 9,472 7,019

Intangible �xed assets 111,840 118,156 89,295

2008

2009

2010

2011

2012

829

1,443

1,487

1,628

1,689

Net salesEBITAE

200866,528

9,903

2009154,213

17,198

2010161,714

16,826

2011196,684

19,756

2012201,110

22,417

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

In�owOut�ow

Staff turnover (FTEs)

1,689

1,629

326

-266

Table of contents

5 FOREWORD

6 REpORT OF ThE ExEcuTivE bOaRD

12 cORpORaTE SOcial RESpOnSibiliTy

14 ORganiSaTiOn anD EmplOyEES

16 cORpORaTE gOvERnancE

18 REpORT OF ThE SupERviSORy bOaRD

20 cOnSOliDaTED Financial STaTEmEnTS22 CONSOLIDATED INCOME STATEMENT FOR THE YEAR ENDED 31 DECEMBER 201223 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 201224 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2012 26 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY27 CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 201228 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

60 COMPANY INCOME STATEMENT AS AT 31 DECEMBER 201260 COMPANY STATEMENT OF COMPREHENSIVE INCOME AS AT 31 DECEMBER 201261 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 201262 COMPANY STATEMENT OF CHANGES IN EQUITY63 NOTES TO THE COMPANY FINANCIAL STATEMENTS

66 OTHER INFORMATION

A publication by Total Specific Solutions (TSS) B.V., Utrecht, the NetherlandsConcept: conflictamsterdam.comActualisation: overburen.nl / pantheondrukkers.nl

4

A question that many companies ask themselves nowadays is what to do if cutbacks are needed. Investments in IT are often easy prey for those who are looking to save costs, while spending cuts are in fact easier made with the aid of IT. In other words, cutbacks in IT is the choice of a management focused on the short term, while cutback using IT is a choice for the long term. The latter is what the people at TSS do daily: creating innovative and stable software to make business processes more efficient and effective.

With innovative, dedicated and entrepreneurial efforts (IDE), TSS employees ensure that even in these economically difficult times TSS is still growing and is showing good operating results. Discussions with our clients are not limited to our software, but also concern their market: what do they need to be able to operate distinctively and successfully? TSS is always one step ahead and formulates an answer today to customer requests of tomorrow in order to offer real added value as a long-term strategic partner. This requires in-depth sector-specific knowledge that individual TSS companies have in abundance. We invest in just that: that is why anticipating solutions is our distinctive hallmark.

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

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

Robin van poelje – cEO matthieu van amerongen – cFO abdeluheb choho – cmO

Foreword

Ready for the future

5Annual report 2012 | Total Specific Solutions

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

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

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

Report of the Executive board

6

Strategy

TSS is the largest specialist in vertical market software in the Benelux. To a large extent this is due to the company’s commitment to its clients business: which software solutions can we use to make our clients future-proof? This requires in-depth knowledge of specific markets: in which direction is this sector heading? With which technological applications can these clients meet the challenges of the future?

TSS focuses on sectors that have immense social relevance: healthcare, central and local govern ment and the financial sector. Whether these focus areas concern customers, patients or citizens, everyone wants to operate efficiently at lower costs while still enhancing personal contact with the client. Nowadays, emphasis is placed mainly on involving clients – for example – via co-creation or giving clients more control. TSS specialises in designing, building and implemen-ting software that enables mass customisation – the paradox of cost-efficient large-scale situations in combination with customisation at an individual level. It is already used frequently by airline companies to enable customers to carry out all types of actions themselves. Thanks to smart software, customers can take care of generic personal preferences, such as seating arrangements on the plane, themselves. Similarly, TSS can assist munici palities in providing their residents better services. That also applies to government and likewise to areas of healthcare and the financial sector. Having an understanding

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

Financial results and acquisitions

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

2012 was a good year for TSS


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

Quality

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

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

Brand

TSS is a brand in development. Its core values are: innovation, dedication and entrepreneur-ship. To substantiate this, an internal and external survey maps the company’s quality based on a scale of reputation comprised of seven reputation drivers:

• Products and services• Innovation• Work atmosphere • Governance• Citizenship• Leadership• Financial performance

The largest vertical market

software company in the benelux

8

In 2012, TSS explicitly claimed its position in the IT and software market. This position is also recognised in the sector. In November 2012 – as a newcomer – TSS was declared number 47 in the European Truffle 100, an overview of the 100 largest European software companies. In addition, the Main Investment company placed TSS at number 1 in its Main Software list of major Dutch software companies. TSS is happy to assume this prominent role by publicly looking ahead and outlining business opportunities. An important example of this is the large-scale campaign regarding the tablet revolution, with the objective of focusing attention on the business opportuni-ties related to tablets and smartphones. To outline this perspective, articles were written, a meeting with clients was organised and – in cooperation with FD Media Group – an FD Outlook Special was published around this theme.

TSS chooses to be a leader in exploring oppor-tunities and possibilities for IT. In 2012 TSS published its first white paper: The Development Period; a New ICT Era (Dutch: De ontplooiingsperiode; een nieuw ICT-tijdperk), with a new and optimistic perspective for the future of ICT. This white paper can be downloaded at www.totalspecificsolutions.nl.

In the year 2013, TSS will continue to work on further developing the brand and positioning of the company by means of various marketing actions. The core message here is that TSS is the largest vertical market software company in the Benelux.

Innovation

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

Corporate Social Responsibility

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


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

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

Employees

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

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

TSS and Co-maker

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

TSS core values:

innovation, Dedication,

Entrepre-neurship

10

The anticipating software products of TSS


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

A better society

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

Also in the area of governmental bodies, TSS develops software that is used, for example, in

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

Minimum burden

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

corporate Social Responsibility

contributing through

smart software

innovations

12

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

Sharing success

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

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

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

Supporting good causes through sports


Professionalism

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

New employees

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

Personal development

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

Consultations

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

Situation in 2012

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

Organisation and employees

close to the client and

close to colleagues

14

TSS organisational structure


Ton hafkampManaging Director at PinkRoccade HealthcareHafkamp has been active at PinkRoccade (or legal predecessors of PinkRoccade) since 1992 and since 2004 he has held managerial positions in the company.

carlos hagenaarsManaging Director of Co-makerPrior to joining Co-maker, Hagenaars worked at various leading international software companies where he was responsible for product launches and development teams.

Ronald KasteelManaging Director at KZAKasteel previously held various management positions at Ordina, including CEO.

han KnoorenManaging Director at PinkRoccade Local GovernmentKnooren used to be co-owner and managing director at Yuki and held various management positions at McKesson.

Edwin mantenManaging Director of TASSManten previously served as director at Imtech Technical Systems and business unit manager at Ordina Technical Automation and High Tech Automation.

Robi nederlofManaging Director at PharmaPartners Managing Director of PharmaPartners since 1989; Nederlof received his MBA and Master in Business Informatics from Erasmus University Rotterdam, amongst others.

Ramon ZandersManaging Director at YonderZanders has a strong background in the services industry and outsourcing, and previously served as managing director at SAP outsourcing partner Perfect for People.

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

Executive Board

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

Managing Board of Directors

In 2010, TSS established a Managing Board of Directors. This board consists of members of the Executive Board and managing directors of all TSS companies. Although it is not a statutory body, rules of procedure were established to determine its goals, procedures and decision- making. The Board of Directors formulates the strategy of TSS. The Board of Directors in 2012 consisted of:

Robin van poelje, cEOmatthieu van amerongen, cFOabdeluheb choho, cmO

Kees buismanManaging Director at EverestOver a period of 10 years, Buisman held various positions at Bolesian, including Chief Operating Officer and Managing Director. Buisman is founder of Everest.

corporate governance

The managing board of

Directors shapes TSS’

strategy

16

Internal risk management

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

Financial risksIn a large and innovative company such as TSS, it is essential to limit financial risks to a managea-ble minimum. TSS, therefore, implements a very active policy of accounts receivable; the very first step to reducing credit risks. The credit risk is further limited because TSS operates in various markets and serves clients of varying sizes within these markets.

Thanks to the commitments of its credit facilities, TSS has adequate financing sources for now and the foreseeable future. Nevertheless, the strategy of TSS is aimed to keep the net debt to EBITDA ratio below 3.

Detailed reporting places TSS in a position to carry out powerful project management. This ensures that operational risks of TSS are constantly evaluated by means of clear reporting and uniform quality standards, including a standardised Balanced Scorecard. In addition, evaluation of operational risks is also supported by an independent external check.

Supervisory Board

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

Financial Reports

The Executive Board reports financial results to the Supervisory Board and shareholders.

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

Over 50% of the revenue is recurring business


Report of the Supervisory board

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

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

ratio (concerning article 2:276 of the Dutch Civil Code), please refer to page 10.

In 2012, the company routinely consulted with the SB, in meetings and otherwise. During meetings with the SB, the following were discussed:

• Developments in the market• Strategy and organisation• The strategic HR policy• The acquisition policy• The financing structure• Corporate governance and the development

of legislations• Budgets for 2013-2017• The financial statements

The Supervisory Board wishes to thank all employ-ees for their efforts in the past year. Their work is what has contributed to the success of TSS.

The Supervisory Board consists of three members and met four times in 2012. The meetings took place at KZA, TASS, Co-Maker offices and at the headoffice of Rabobank in Utrecht, the Netherlands. The SB was fully represented at each meeting. Also the Executive Board of Total Specific Solutions attended these meetings. The auditor participated in the meetings in which the financial statements of 2011 and other related items were discussed. The Annual General Meeting of Shareholders took place in April 2012.

increasing cooperation

between TSS

companies

18

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

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

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


consolidatedfinancial statements

20

consolidatedfinancial statements


In thousands of euros 2012 2011

6 Revenue 201,110 196,684

Cost of sales -28,454 -27,377

gross profit 172,656 169,307

7 Wages and salaries -102,814 -103,597

Depreciation, amortisation and impairments -19,877 -18,125

8 Other operating expenses -33,009 -36,726

Result from operating activities 16,956 10,859

Finance income 1,006 990

Finance expenses -2,942 -3,965

Result before tax 15,020 7,884

9 Income tax expenses -2,508 -2,110

Result for the year 12,512 5,774

consolidated income statement for the year ended 31 December 2012

22

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



28 Actuarial gains arising on defined

benefit pension schemes - 1,102

Exchange result arising on

translation of foreign operations -25 -17

15, 24 Cash flow hedge 52 243

29 Income tax relating to components of other comprehensive income -13 -291

Total comprehensive income for the year 12,526 6,811

Result for the year attributable to: Owners of the parent 9,826 4,132

Non-controlling interest 2,686 1,642

12,512 5,774

Total comprehensive income attributable to: Owners of the parent 9,868 4,931

Non-controlling interest 2,658 1,880

12,526 6,811


consolidated statement of financial position as at 31 December 2012


aSSETS

10,13 Property, plant and equipment 8,679 9,472

11,12,13 Intangible assets 111,840 118,156

29 Deferred tax assets 8,513 9,188

15 Derivative financial assets - 3

16 Loans receivables 1,180 1,176

Total non-current assets 130,212 137,995

11,13 assets held for sale 1,550 -

17 Trade receivables 29,641 21,653

18 Prepaid expenses 10,226 8,124

17 Other receivables 2,920 2,538

19 Cash and cash equivalents 25,141 30,140

Total current assets 67,928 62,455

Total assets 199,690 200,450

24


EQuiTy

20 Share capital 18 18

22 Share premium 20,231 19,847

23 Legal reserve 18,761 19,166

24 Cash flow hedge reserve -466 -529

25 Other reserves 3,295 -937


51,665 41,697 Non-controlling interest 5,644 3,035

Total equity 57,309 44,732

liabiliTiES

26 Loans and borrowings 37,538 50,387

27 Employee benefits 319 348

15 Derivative financial liabilities 652 903

29 Deferred tax liability 18,077 19,024

Deferred income 3,753 5,154

Other payables 3,630 5,152

Total non-current liabilities 63,969 80,968

26 Loans and borrowings 14,399 12,228

30 Trade creditors 11,905 12,743

30 Income tax 1,651 860

31 Amounts owed to associated companies 121 -

30 Deferred income 17,008 16,913

30 Other payables 33,328 32,006

Total current liabilities 78,412 74,750

Total liabilities 142,381 155,718

Total equity and liabilities 199,690 200,450


consolidated statement of changes in equity

In thousands of euros Share capital

Sharepremium

legal reserve

cashflow

hedge reserve

Other reserves

Result for the year

Total

Balance at 1 January 2011 18 16,171 18,359 -757 -8,049 6,711 32,453

Movement legal reserve - -824 824 - - - -

Result previous year - - - - 6,711 -6,711 -

Result for the year - - - - - 4,132 4,132

Additions - 4,500 - - - - 4,500

Exchange results - - -17 - - - -17

Changes in ownership interests

in subsidiaries - - - - -187 - -187

Actuarial gain - - - - 826 - 826

Cash flow hedge - - - 228 -238 - -10

balance at 31 December 2011 18 19,847 19,166 -529 -937 4,132 41,697

Balance at 1 January 2012 18 19,847 19,166 -529 -937 4,132 41,697

Movement legal reserve - 384 -384 - - - -





in subsidiaries - - - - 96 - 96

Cash flow hedge - - - 63 4 - 67

balance at 31 December 2012 18 20,231 18,761 -466 3,295 9,826 51,665

26

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


cash flows from operating activities

Result before tax 15,020 7,884Adjustments for:

Depreciation 19,877 18,125

Movements in employee benefits -29 131

Interest income -1,006 -990

Interest expense 2,942 3,965

36,804 29,115In/decrease trade and other receivables -10,432 2,966

Decrease trade and other payables -6,235 -2,172

20,137 29,909Interest received 906 990

Interest paid -2,037 -2,334

Income taxes paid -2,002 -2,122

net cash from operating activities 17,004 26,443

cash flows from investing activities

Investments intangible fixed assets -9,470 -8,645

Investments property, plant and equipment -4,092 -5,711

Disposals intangible fixed assets 22 -

Disposals property, plant and equipment 83 65

Acquisition of subsidiaries - -28,000

Purchaseprice assets/liabilities transaction -900 -

In/decrease financial fixed assets 25 101

net cash used in investing activities -14,332 -42,190

cash flows from financing activities

Share premium - 4,500

Balance of increase and repayment of loans and borrowings -7,714 363

Changes in ownership interests in subsidiaries 43 -1,216

net cash used in financing activities -7,671 3,647

net decrease in cash and cash equivalents -4,999 -12,100

Cash and cash equivalents at 1 January 30,140 25,676

Cash and cash equivalents of new consolidations - 16,564

Movement for the year -4,999 -12,100

cash and cash equivalents at 31 December 25,141 30,140


1 Reporting entity

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

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

2 Accounting Policies

basis of preparation

Statement of complianceThe principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the European Union (“adopted IFRSs”).

The preparation of financial statements in compliance with adopted IFRS requires use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note 3.

The financial statements were authorised for issue by the Board of Directors on 11 March 2013.

changes in accounting policiesThe following new standards, interpretations and amendments, effective for the first time from 1 January 2012, have had no material effect on the financial statements:• IFRS 13 Fair Value Measurement;• IFRIC Interpretation 20 Stripping Costs in the Production Phase of a Surface Mine

Changes in the following standards, interpretations and amendments, as a result of improvements, have had no material effect on the financial statements:• IFRS 7 Financial Instruments: Disclosures • IAS 32 Financial Instruments: Presentation • IFRS 1 First-time Adoption of International Financial Reporting Standards • IAS 12 Income Taxes • IAS 1 Presentation of Items of Other Comprehensive Income

notes to the consolidated financial statements

28

The amendment to IAS 19, “Employee Benefits” will become effective in 2013. Impact of this amended standard is nil for the group as the defined benefit plan of PharmaPartners ended in 2012. We refer to note 28 for further information on this matter.

The following new standards, interpretations and amendments, which have not been applied in these financial statements, will or may have an effect on the Group’s future financial statements:• IFRS 10 Consolidated Financial Statements• IFRS 11 Joint Arrangements• IFRS 12 Disclosure of Interests in Other Entities• IFRS 13 Fair Value• Amended IAS 1 Financial Statement Presentation• Amended IAS 27 Separate Financial Statements• Amended IAS 28 Investments in Associates and Joint Ventures

None of the other new standards, interpretations and amendments are expected to have a material effect on the Group’s future financial statements.

basis of consolidationWhere the company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

The consolidated financial statements incorporate results of business combinations using the purchase method. In the statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. Results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Transactions eliminated on consolidationIntra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Foreign currencyTransactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (their “functional currency”) are recorded at the rates ruling when transactions occur.

Foreign currency monetary assets and liabilities are translated at the rates ruling at reporting date. Exchange differences arising on retranslation of unsettled monetary assets and liabilities are recognised immediately in profit or loss.

On consolidation, results of overseas operations are translated into Euro at rates approximating to those ruling when transactions took place. All assets and liabilities of overseas operations, including goodwill arising on acquisition of those operations, are translated at the rate ruling at reporting date. Exchange differences arising on translating opening net assets at opening rate and results of overseas operations at actual rate are recognised in the income statement and accumulated in the foreign exchange reserve.


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

intangible fixed assets - goodwillGoodwill represents excess of costs of a business combination over, the Group’s interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired.

For all business combinations cost comprised fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, fair value of existing equity interest in the acquiree. Contingent considera-tion is included in cost at its acquisition date fair value and, in case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognised immediately as an expense.

Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated income statement. Where fair value of identifiable assets, liabilities and contingent liabilities exceed fair value of consideration paid, excess is credited in full to the consolidated income statement on the acquisition date.

Externally acquired intangible assets Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives.

intangible asset useful economic life valuation methodLicenses and trademarks 10 years Multiple of estimated revenues and profitsCustomer relationships 10 - 22 years Estimated discounted cash flowIntellectual property rights 5 - 10 years Multiple of estimated revenues and profits

internally generated intangible assets (development expenses)Expenditure on internally developed products is capitalised if it can be demonstrated that:• it is technically feasible to develop the product for it to be sold;• adequate resources are available to complete development;• there is an intention to complete and sell the product;• the Group is able to sell the product;• sale of the product will generate future economic benefits; and• expenditure on the project can be measured reliably.

Capitalised development costs are amortised over the periods the Group expects to benefit from selling the products developed. Amortisation expense is included within the depreciation in the consolidated income statement. In general this period amounts 7 years.

Development expenditures not satisfying the above criteria and expenditures on the research phase of internal projects are recognised in the consolidated income statement as incurred.

30

property, plant and equipment

Recognition and measurementItems of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditures that is directly attributable to the acquisition of the assets. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “depreciation” in profit or loss.

Subsequent costsCosts of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. Costs of day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

DepreciationDepreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Freehold land is not depreciated. Depreciation on assets under construction (prepayments) does not commence until they are complete and available for use. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

• Land and buildings 11.43-17.67% per annum • Plant and equipment 20-33.33% per annum• Other operating fixed assets 20-33.33% per annum

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

impairment of non-financial assets (excluding deferred tax assets)Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units (‘CGUs’). Goodwill is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from the synergies of the combination giving rise to the goodwill.

Impairment charges are included in profit or loss, except to the extent they reverse gains previously recog-nised in other comprehensive income. An impairment loss recognised for goodwill is not reversed.


Financial assetsThe Group classifies its financial assets into the category loans and receivables, because of the purpose for which the asset was acquired. The Group has not classified any of its financial assets as held to maturity.

Other than financial assets in a qualifying hedging relationship, the Group’s accounting policy is as follows:

loans and receivablesThese assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the concerning company will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between net carrying amount and present value of future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within other operating expenses in the consolidated income statement. On confirmation that the trade receivable will not be collectable, gross carrying value of the asset is written off against the associated provision.

The Group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position.

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and – for the purpose of the statement of cash flows - bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.

Financial liabilitiesThe Group classifies its financial liabilities into the category other financial liabilities, because of the purpose for which the liability was acquired.

Other than financial liabilities in a qualifying hedging relationship (see below), the Group’s accounting policy is as follows:

Bank borrowings are initially recognised at the amount advanced net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repay-ment is at a constant rate on the balance of the liability carried in the balance sheet. “Interest expense” in this context includes initial transaction costs and premiums payable on redemption, as well as any interest or coupons payable while the liability is outstanding.

Other non-derivative financial instruments are measured at amortised cost using the effective interest method, less any impairment losses.

32

hedge accountingHedge accounting is applied to financial assets and financial liabilities only where all of the following criteria are met:• At inception of the hedge there is formal designation and documentation of the hedging relationship and the Group’s risk management objective and strategy for undertaking the hedge.• For cash flow hedges, the hedged item in a forecast transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect profit or loss.• The cumulative change in the fair value of the hedging instrument is expected to be between 80 - 125% of

the cumulative change in the fair value or cash flows of the hedged item attributable to the risk hedged (i.e. it is expected to be highly effective).

• The effectiveness of the hedge can be reliably measured.• The hedge remains highly effective on each date it is tested. The Group has chosen to test effectiveness of

its hedges on a yearly basis.

cash flow hedgesThe effective portion of gains and losses on derivatives used to manage cash flow interest rate risk (such as floating to fixed interest rate swaps) are recognised in other comprehensive income and accumulated in the cash flow hedge reserve. However, if the Group closes out its position early, cumulative gains and losses recognised in other comprehensive income are frozen and reclassified from the cash flow hedge reserve to profit or loss using the effective interest method. The ineffective portion of gains and losses on derivatives used to manage cash flow interest rate risk are recognised in profit or loss within interest expense or interest income.

iFRS 7 Fair value measurement hierarchyIFRS 7 requires certain disclosures which require classification of financial assets and financial liabilities measured at fair value using a fair value hierarchy that reflects significance of inputs used in making fair value measurement (see note 3). The fair value hierarchy has the following levels:

a. quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);b. inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); andc. inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

The level in the fair value hierarchy within which the financial asset or financial liability is categorised is determined on basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the three levels.

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

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


Retirement benefits: Defined benefit schemesPharmaPartners has a pension commitment to her employees. Until 31 December 2012 this pension commit-ment was classified as a defined benefit scheme. As of 31 December 2012, the pension commitment changed to a defined contribution scheme. As at 31 December 2012, the company has an agreement to commute and fix the pension entitlements. As of 31 December 2012, the company concluded an arrangement, in which they agree to pay a fixed amount of premium for the pension entitlements. Under this new scheme the company has no obligations concerning actuarial or investments risks.

The pension costs of the defined benefit obligation during the year consist of change in the present value of the defined benefit obligation at the balance sheet date, the accrued interest, the expected return on plan assets and rights to compensation, accrued actuarial results and attributable past service costs.

As a result of termination of the defined benefit scheme, the results of this termination are recorded in this financial year.

The company uses actuarial calculations (projected unit credit method) to measure the obligations and the costs. For the calculation, actuarial assumptions are made about demographic variables (such as employee turnover and mortality) and financial variables (such as future indexation and the discount rate). The discount rate is determined by reference to market rates. These are interest rate of high-quality corporate bond that are denominated in the currency in which the benefit will be paid and that have terms to maturity, approximating the terms of the related liability.

Actuarial gains and losses are recognised immediately in other comprehensive income as allowed under IAS 19 paragraph 98.

Past service costs are recognised immediately in the consolidated statement of income, unless the entitlements to the adjusted benefits depend on employee’s future service (the vesting period). In this case, the past service costs are amortised on a straight-line basis over the vesting period. Gains or losses on curtailment or settlement of a defined benefit plan are recognised on the date of the curtailment or settlement.

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

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

34

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

RevenueRevenue comprises the fair value of the consideration received or receivable for sale of goods and services in the ordinary course of the Company’s activities. Revenue is shown net of value added tax, rebates and discounts.

licensesThe Company records revenue from software licenses and products when persuasive evidence of an arrangement exists, the software product has been shipped, there are no significant uncertainties surrounding product acceptance, the fees are fixed and determinable and collection is considered feasible. The Company uses the residual method to recognise revenue when a license agreement includes one or more elements to be delivered at a future date if evidence of the fair value of all undelivered elements exists. If an undelivered element for the arrangement exists under the license arrangement, revenue is deferred based on vendor-specific objective evidence of the fair value of the undelivered element. As soon as vendor-specific objective evidence of fair value does not exist or all elements have been delivered revenue is also recognised.

ServicesCustomer support revenue consist of revenue derived from contracts to provide technical support to license holders. These revenues are recognised over the term of the contract.Network revenues consist of revenues earned from customers under an application service provider (ASP) model. Under this model, customers pay a monthly fee that entitles them to use the Company’s software on a secure, hosted, third party server. These revenues are recognised as services are provided on a monthly basis over the term of the customer’s contract.

hardwareRevenue on hardware is recognised as soon as all risk and rewards are transferred.

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

Finance income and expenseFinance income comprises interest income on funds invested and receivables from related companies. Interest income is recognised as it accrues in profit or loss, using the effective interest method.

Finance expenses comprise interest expense on borrowings and on payables due to related companies. All borrowing costs are recognised in profit or loss using the effective interest method.


income taxIncome tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

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

36

3 Critical accounting estimates and judgements

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

Judgements, estimates and assumptions

(a) impairment of goodwill The Group is required to test, on an annual basis, whether goodwill has suffered any impairment.

The recoverable amount is determined based on value in use calculations. The use of this method requires estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. More information including carrying values is included in notes 12 and 13.

(b) impairment of intangible fixed assets The Group is required to test, on an annual basis, whether intangible fixed assets have suffered any impair-

ment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash outflows that is expected to be incurred before the asset is ready for use or for sale and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. More information including carrying values is included in notes 11, 12 and 13.

(c) pension assumptions The costs, assets and liabilities of the defined benefit schemes operating by the Group are determined

using methods relying on actuarial estimates and assumptions. Details of the key assumptions are set out in note 28. The Group takes advice from independent actuaries relating to appropriateness of the assumptions. Changes in the assumptions used may have a significant effect on the consolidated income statement and the consolidated statement of financial position.

(d) assumptions provision for jubilee The costs for jubilee are determined using methods relying on assumptions. Details of the key assump-

tions are set out in note 27. Changes in the assumptions used may have an effect on the consolidated income statement and the consolidated statement of financial position.

(e) Determination of fair values of intangible assets acquired in business combinations The fair value of intangible assets is based on discounted cash flows expected to be derived from use

and eventual sale of the asset.

(f) assumptions provision for bad and doubtful debts The costs for bad and doubtful debts are determined using methods relying on assumptions. Impairment

provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.


4 Determination of fair values

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

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

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

5 Financial instruments - risk management

The Group’s financial instruments, other than derivatives, comprise borrowings, loans receivables, cash and liquid resources, and various items, such as trade receivables and payables that arise directly from its operations.

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

38

Financial assetsIn thousands of Euros 2012 2011

carrying value maximum exposure

carrying value maximum exposure

Loans receivables 1,180 1,180 1,176 1,176

Derivative financial assets - - 3 3

Trade receivables 29,641 29,641 21,653 21,653

Prepaid expenses 10,226 10,226 8,124 8,124

Other receivables 2,920 2,920 2,538 2,538

Cash and cash equivalents 25,141 25,141 30,140 30,140

Total financial assets 69,108 69,108 63,634 63,634

cash in bankA significant amount of cash is held with the following institutes:

Rating at 31 December 2012

Rating at 31 December 2011

ABN AMRO Bank N.V. A A+

Rabobank AA- AA

Management monitors the utilisation of the credit limits regularly and at the reporting date does not expect any losses from non-performance by the counterparties.

RisksThe most important risks for the company are:• Interest rate risk, on its borrowings at floating interest rates;• Credit risks, on its outstanding balances with banks and debtors;• Liquidity risks regarding the ability to repay loans and borrowing.

interest rate riskThe company has identified an interest rate risk on its loans and borrowings. Most of the loans have a floating interest rate risk. It is company policy to hedge the interest rate risk for anywhere between 75% and 100%. Therefore the company has a limited risk on interest rate fluctuation.

credit riskThe Group does not enter into derivatives to manage credit risk, although in certain isolated cases may take steps to mitigate such risks if it is sufficiently concentrated. The company has identified the risks that outstanding debts and banks will not be able to repay the receivables to the company. For cash which has been posted to banks, only banks with a minimum A rating are selected. Regarding other receivables the company actively manages outstanding debts.


Quantitative disclosures of credit risk exposure in relation to financial assets are set out below. Further disclosures regarding trade and other receivables, which are neither past due nor impaired, are provided in note 17.

liquidity riskLiquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The company achieves this objective by maintaining an Net debt to EBITDA ratio below 3.

The liquidity risk of each group entity is managed locally. Each operation has a facility based on the local budget. The budgets are set locally and agreed by the board in advance, enabling the Group’s cash requirements to be anticipated. Where facilities of group entities need to be increased, approval must be sought from the group finance director. Where the amount of the facility is above a certain level agreement of the board is needed.

Details are included in the respective notes:• Trade and payables – note 30 • Loans and borrowings – note 26• Derivative financial liabilities – note 15

capital DisclosuresThe company has externally imposed capital requirements by banks and providers of loans and borrowings. These capital requirements are based on Net Debt to EBITDA (NDE) and Debt Service Coverage Ratio (DSCR). NDA should be below 3 and DSCR should at least exceed 1.1.

6 Revenues


Services 189,560 182,530

Licenses 10,355 13,099

Hardware 1,195 1,055

Revenues 201,110 196,684

40

7 Wages and salaries

The average number of full time equivalent employees of the company during 2012 including executive directors was 1,669 (2011: 1,654).

Wages and salaries relates to social security premiums for an amount of € 13,020,000 (2011: € 11,614,000) and to pension contributions for an amount of € 6,274,000 (2011: € 7,611,000).

8 Other operating expenses

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

9 Income tax expenses

The tax expense for the year can be reconciled to the result in the income statement as follows:


Result before tax 15,020 7,884

Income tax using the domestic tax rate of 25% (2011: 25%) 3,755 1,971

Benefit of first bracket of income tax -40 -40

Adjustment for goodwill -1,166 -1,147

Limited deductible costs 117 136

Non-deductible costs 2 53

Non-deductible interest 140 114

Investment allowance -6 -6

Innovation tax benefit -265 -184

Available losses 3 732

Interest rate swap - 46

Foreign tax rate differences 15 -29

Taxes previous years 47 464

income tax expense 2,508 2,110

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


10 Property, plant and equipment

In thousands of euros land and

buildings

plant and

equipment

Other operating

fixed assets

payments tangible

fixed assets

Total

cost

Balance at 1 January 2011 2,056 120 23,181 15 25,372

Additions 322 29 5,360 - 5,711

New consolidations - - 4,139 - 4,139

Disposals -12 - -321 -15 -348

balance at 31 December 2011 2,366 149 32,359 - 34,874

Balance at 1 January 2012 2.366 149 32,359 - 34,874

Additions 162 38 3,892 - 4,092

Assets/liabilities transaction - - 20 - 20

Disposals -171 -4 -532 - -707

Held for sale - - -843 - -843

balance at 31 December 2012 2,357 183 34,896 - 37,436

Depreciation

Balance at 1 January 2011 -1,057 -97 -17,199 - -18,353

Depreciation for the year -331 -14 -4,426 - -4,771

New consolidations - - -2,564 - -2,564

Disposals 7 - 279 - 286

balance at 31 December 2011 -1,381 -111 -23,910 - -25,402

Balance at 1 January 2012 -1,381 -111 -23,910 - -25,402

Depreciation for the year -310 -22 -4,460 - -4,792

Assets/liabilities transaction - - -30 - -30

Disposals 169 3 452 - 624

Held for sale - - 843 - 843

balance at 31 December 2012 -1,522 -130 -27,105 - -28,757

carrying amountsAt 1 January 2011 999 23 5,982 15 7,019

At 31 December 2011 985 38 8,449 - 9,472

At 31 December 2012 835 53 7,791 - 8,679

Bank borrowings are secured on the Group’s freehold property, plant and equipment.

42

11 Intangible assets

In thousands of euros pur-chased

goodwill

Develop- ment

expenses

intel-lectual

property rights

customer Relation-

ships

Total

cost

Balance at 1 January 2011 23,827 36,088 4,263 53,090 117,268

Additions 12,802 8,562 83 - 21,447

New consolidations - - 11,128 10,518 21,646

Disposals - -730 - - -730

balance at 31 December 2011 36,629 43,920 15,474 63,608 159,631

Balance at 1 January 2012 36,629 43,920 15,474 63,608 159,631

Additions - 8,570 900 - 9,470

Assets/liabilities transaction - - - 840 840

Disposals - -8,580 -44 - -8,624

Held for sale - -4,784 -2,500 - -7,284

balance at 31 December 2012 36,629 39,126 13,830 64,448 154,033

Depreciation and impairment

Balance at 1 January 2011 - -17,728 -1,979 -8,266 -27,973

Depreciation for the year - -4,646 -1,956 -3,659 -10,261

New consolidations - - -878 - -878

Disposals - 730 - - 730

Impairments - -3,093 - - -3,093

balance at 31 December 2011 - -24,737 -4,813 -11,925 -41,475

Balance at 1 January 2012 - -24,737 -4,813 -11,925 -41,475

Depreciation for the year - -5,155 -2,291 -3,784 -11,230

Disposals - 8,559 44 - 8,603

Impairments - -3,825 - - -3,825

Held for sale - 3,948 1,786 - 5,734

balance at 31 December 2012 - -21,210 -5,274 -15,709 -42,193

carrying amountsAt 1 January 2011 23,827 18,360 2,284 44,824 89,295

At 31 December 2011 36,629 19,183 10,661 51,683 118,156

At 31 December 2012 36,629 17,916 8,556 48,739 111,840


Current estimates of useful economic live of intangible assets are as follows:

Goodwill Indefinite

Development expenses 7 years

Intellectual property rights and trade names 5 - 10 years

Customer relationships 10 - 22 years

12 Goodwill

The carrying amount of goodwill is allocated to the cash generating units (CGUs) as follows:


PinkRoccade Local Government 12,951 12,951

PharmaPartners 9,556 9,556

PinkRoccade Healthcare 8,409 8,409

Everest 3,971 3,971

TASS 1,066 1,066

Yonder 676 676

36,629 36,629

13 Impairments

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

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

property, plant and equipmentThe other operating fixed assets are impaired for an amount of € 30,000 due to the intended sale of these assets for an amount of € 3,000.

44

14 Subsidiaries

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

interest at 31 December

name company 2012 2011

KZA Holding B.V., Blaricum 70.49% 70.49%

Kwaliteitszorg in de Automatisering (KZA) B.V., Baarn 70.49% (indirect) 70.49% (indirect)

Top Talent Consultancy B.V., Baarn 95.01% 95.01%

Co-Maker Holding B.V., ‘s-Gravenhage 100% 100%

Rorema Beheer B.V., ‘s-Gravenhage 100% (indirect) 100% (indirect)

Co-Maker B.V., ‘s-Gravenhage 100% (indirect) 100% (indirect)

TASS Holding B.V., Eindhoven 91.21% 92%

TASS B.V., Eindhoven 91.21% (indirect) 92% (indirect)

TASS Belgium N.V., Leuven, Belgium 91.21% (indirect) 92% (indirect)

Yonder Holding B.V., Blaricum 85% 85%

Yonder Nederland B.V., Blaricum 85% (indirect) 85% (indirect)

Yonder SRL, Cluj Napoca, Romania 85% (indirect) 85% (indirect)

Everest Holding B.V., Blaricum 51.02% 51.02%

Everest B.V., ‘s-Hertogenbosch 51.02% (indirect) 51.02% (indirect)

PharmaPartners B.V., Oosterhout 75% 75%

H.I. Systems B.V., Breda 75% (indirect) 75% (indirect)

TSS TH 6 B.V., Apeldoorn 100% 100%

TSS TH 5 B.V., Apeldoorn 92.82% 92.19%

TSS TH 4 B.V., Apeldoorn 92.82% (indirect) 92.19% (indirect)

PinkRoccade Local Government B.V., Eindhoven 97.5% (indirect) 96.25% (indirect)

PinkRoccade Local Government Samenlevingszaken B.V., Breda n.a. 96.25% (indirect)

PinkRoccade Healthcare B.V., Apeldoorn 88% (indirect) 88% (indirect)

PinkRoccade Gezondheidszorg B.V., Apeldoorn 88% (indirect) 88% (indirect)

Unless stated otherwise, the companies are located in the Netherlands.

On 29 August 2011, PinkRoccade Local Government B.V. acquired 100% of the voting equity instruments of Pink-Roccade Local Government Samenlevingszaken B.V. (formerly Planconsult B.V.). As at 31 Augustus 2012 PinkRoccade Local Government B.V. and PinkRoccade Local Government Samenlevingszaken B.V. merged.

By means of a notarial deed dated 31 December 2012, the activities related to the business unit Aquima are legally separated from Everest B.V. and entered into a new entity named Aquima B.V. The effective split date is 1 January 2013. The value of assets to be split according to the proposal of separation is € 1,220,000, calculated using the interim financial report dated 30 September 2012. The value is based on Dutch GAAP.

As at 23 January 2013 Total Specific Solutions (TSS) B.V. sold an interest of 1.62% in TASS Holding B.V. for an amount of € 131,000.

We refer to note 25 for further disclosure on these changes in interest.


15 Derivative financial instruments

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

cash flow interest rate swaps and capsThe Group manages its cash-flow interest rate risk by using floating-to-fixed interest rate swaps and caps. Normally the Group raises long-term borrowings at floating rates and swaps them into fixed rates.

The notional principal amounts of outstanding floating to fixed interest rate swap contracts designated as hedging instruments in cash flow interest rate hedges of variable rate debt at 31 December 2012 totalled € 27,137,500 (2011: € 25,262,500). Their fair value was € 651,708 (2011: € 706,761). The group also has an interest rate swap which is since financial year 2011 no longer effective as a hedge. The fair value of this interest rate swaps was € 126,544 (2011: € 195,769). Because of an agreement with the bank to conclude this interest rate swap for nil, this interest rate swap is valued at nil at year-end.

The notional principal amounts of outstanding floating to fixed interest rate cap contracts designated as hedging instruments in cash flow interest rate hedges of variable rate debt at 31 December 2012 totalled € 13,650,000 (2011: € 13,650,000). Their fair value was nil (2011: € 3,075).

At 31 December 2012, the main floating rates were one-month EURIBOR and three-months EURIBOR. Gains and losses recognised in the cash flow hedging reserve in equity (note 24) on interest rate swap and cap contracts as at 31 December 2012 will be released to the consolidated income statement as related interest expense is recognised. Information on the maturities of the loans is provided in note 26.

16 Loans receivables

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

46

17 Trade and other receivables


Trade receivables 29,641 21,653

Other receivables 2,920 2,538

32,561 24,191

The carrying amount of trade and other receivables approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows.Trade receivables were pledged to the ABN AMRO Bank N.V. as collateral to the rollover loan facilities and the overdraft facilities.

As at 31 December 2012 trade receivables of € 10,100,000 (2011: € 6,247,000) were past due but not impaired. They relate to the customers with no default history. The ageing analysis of these receivables is as follows:


Up to 30 days 5,460 4,301

30 to 60 days 1,045 1,466

60 to 90 days 1,443 317

More than 90 days 2,152 163

10,100 6,247

As at 31 December 2012 trade receivables for an amount of € 370,000 (2011: € 417,000) were past due and impaired. The amount of the provision as at 31 December 2012 was € 311,000 (2011: € 350,000).

Movements on the group provision for impairment of trade receivables are as follows:


At beginning of the year 350 372

New consolidations - 92

Provided during the year 165 -22

Receivable written off during the year as uncollectable - 17

Unused amounts reversed -204 -109

311 350

The movement on the provision for impaired receivables has been included in the other operating expenses line in the consolidated income statement.

Other classes of financial assets included within trade and other receivables do not contain impaired assets.


18 Prepaid expenses

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

19 Cash and cash equivalents


ABN AMRO Bank N.V. 17,866 22,836

Rabobank 6,490 6,858

Other 785 446

25,141 30,140

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

20 Share capital

At 31 December 2012 the authorised share capital comprised of 9,000,000 ordinary shares with a par value of € 0.01. Issued are 1,800,000 shares.

Reserve Description and purposeShare premium Amount subscribed for share capital in excess of nominal value.

Legal Reserve Gains/losses arising on development expenses incurred. The reserve is not freely disposable.

Cash flow hedging reserve Gains/losses arising on the effective portion of hedging instru-ments carried at fair value in a qualifying cash flow hedge.

Foreign exchange reserve Gains/losses arising on retranslating the net assets of overseas operations into Euros.

Other reserves All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

48

21 Analysis of amounts recognised in other comprehensive income

In thousands of euros cash flow hedge

reserve

Foreign exchange

reserve

Other reserves

as at 31 December 2011Gains recognised on hedging instruments 243 - -

Exchange differences arising on translation of foreign operations - -17 -

Actuarial result on defined benefit pension schemes - - 1,102

Taxation -15 - -276

228 -17 826

as at 31 December 2012Gains recognised on hedging instruments 295 - -

Exchange differences arising on translation of foreign operations - -42 -

Actuarial result on defined benefit pension schemes - - 1,102

Taxation -28 - -276

267 -42 826

22 Share premium

Under Dutch law this reserve is distributable providing there are sufficient net assets in the company.


As at 1 January 19,847 16,171

Additions - 4,500

Movement to legal reserve 384 -824

as at 31 December 20,231 19,847


23 Legal reserve

The legal reserve concern the reserves which are formed by the subsidiaries for the capitalised development expenses and translation differences.


As at 1 January 19,166 18,359

Movement to other reserves -21 -17

Movement from share premium -384 824

as at 31 December 18,761 19,166

The legal reserve can be specified as follows:

Reserve development expenses 18,799 19,183

Foreign exchange reserve -38 -17

as at 31 December 18,761 19,166

24 Cash flow hedging reserve


As at 1 January -529 -757

Gains recognised on hedging instruments 63 228

as at 31 December -466 -529

25 Other reserves


As at 1 January -937 -8,049

Result appropriation prior year 4,132 6,711

Actuarial result - 826

Changes in ownership interests in subsidiaries 96 -187

Gains recognised on hedging instruments 4 -238

as at 31 December 3,295 -937

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

50

The amount of changes in ownership interests in subsidiaries amounted in 2012 approximately € 96,000, which concerned the following:Acquisition of 1.13% interest in TSS TH5 B.V.;Sale of 0.49% interest of TSS TH5 B.V.;Sale of 0.79% interest in TASS Holding B.V.

While these changes in interest did not result in a change of control, these transaction are accounted for as equity transactions.

26 Loans and borrowings


non-currentAmounts owed to credit institutions 18,408 30,503

Other loans 19,130 19,884

37,538 50,387

currentRepayment obligation 10,707 9,642

Amounts owed to credit institutions 3,692 2,586

14,399 12,228

Total loans and borrowings 51,937 62,615

amounts owed to credit institutionsThe Company’s subsidiaries have been granted rollover loan facilities by ABN AMRO Bank N.V. The loans which were not fully paid off at year end, have a principal amount of approximately € 66,000,000. The repayment obligation for 2013 amounts approximately € 9,900,000.

Additional to the rollover loan facilities, the Company’s subsidiaries have been granted overdraft facilities by ABN AMRO Bank N.V. and Rabobank, amounting to approximately € 10,570,000.

The securities for the principal amounts are:• deed of pledge shares in the capital of the companies;• deed of pledge on rights under the Sale and Purchase Agreements;• deed of pledge of inventory;• deed of pledge on trade receivables;• deed of pledge on other operating fixed assets.

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


27 Employee benefits

Liabilities for employee benefits comprise:


Provision for pensions 40 40

Provision for jubilee 279 308

319 348

provisions In thousands of euros Jubilee pensions Total

At 1 January 2012 308 40 348

Charged to profit or loss 13 - 13

Released in year -42 - -42

at 31 December 2012 279 40 319

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

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

28 Retirement benefits

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

52

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

pharmapartners PharmaPartners had a defined pension scheme for its employees. Since the pension scheme at 31 December 2012 ended there are no plan assets nor obligations at balance sheet date.

Pension costs in 2012 were € 2,290,000.

Details of PharmaPartners’ defined benefit schemes are as follows:


Reconciliation to consolidated statement of financial positionFair value of plan assets - 22,256

Present value of funded obligations - -15,655

Total - 6,601

Limitation of asset ceiling - -6,601

Unrecognised past service cost - -

net assets/(liabilities) - -

Reconciliation of plan assetsAt beginning of year 22,256 -

Acquired in business combinations - 17,462

Expected return 1,259 922

Contributions by Group 2,313 1,658

Benefits paid -482 -468

Settlements - 196

Actuarial gain/(loss) 571 2,486

Termination settlement -25,917 -

at end of year - 22,256

composition of plan assetsEquities - 6,470

Bonds - 13,335

Property - 1,395

Cash - 1,056

- 22,256



Reconciliation of plan liabilitiesAt beginning of year 15,655 -

Acquired in business combinations - 18,564

Interest cost 859 962

Current service cost 1,239 1,381


Actuarial (gain)/loss 3,303 -4,784

Participants’ contributions 23 -

Termination settlement -20,597 -

at end of year - 15,655

cumulative actuarial gains (/loss) recognised in other comprehensive incomeAt beginning of year 1,102 -

Recognised during the year - 1,102

at end of year 1,102 1,102

included in administrative expensesCurrent service cost 1,239 1,381


757 913

principal actuarial assumptions

2012in %

2011in %

Discount rate on plan liabilities 4.50 5.20

Expected rate of return on plan assets 4.50 5.50

Expected increase in pensionable salary 2.00 2.00

Expected increase in pensions-in-payment 2.00 2.00

Inflation rate 2.00 2.00

The expected return on plan assets is equal to the weighted average return appropriate to each class of asset within the schemes. The return attributed to each class has been reached following discussions with the Group’s actuaries.

Assumptions regarding future mortality experience are set based on advice in accordance with published statistics and experience in each territory.

The average life expectancy in years of a pensioner retiring at age of 65 on 31 December 2012 is determined using the mortality rates in accordance with the “AG Prognoses table 2012-2062 with adjustment table HM” (2011: 2010-2060).

54

29 Deferred tax

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


At 1 January -9,836 -5,578

Recognised in purchase price allocation - -4,281

Recognised in profit and lossTax expense 285 314

Recognised in other comprehensive incomeGains on hedging instruments in cash flow hedges -13 -15

Actuarial result on defined benefit pension schemes - -276

at 31 December -9,564 -9,836

Deferred tax assets have been recognised in respect of all tax losses and other temporary differences giving rise to deferred tax assets where directors believe it is probable that these assets will be recovered.

The movements in deferred tax assets and liabilities (prior to offsetting of balances within the same jurisdic-tion as permitted by IAS 12) during the period are shown below.

Details of the deferred tax liability, amounts recognised in profit or loss and amounts recognised in other comprehensive income are as follows:

In thousands of euros asset2011

liability2011

net2011

Recog-nised in

ppa 2011

(charged)/credited to profit

or loss 2011

(charged)/credited

to Oci 2011

Tangible assets (differences in depreciation) 455 -828 -373 - -157 -

Intangible assets (development costs fiscally

not recognised) - -3,684 -3,684 - -764 -

Intangible assets (as a result of PPA) 5,653 -14,740 -9,087 -4,281 416 -276

Available losses 3,083 - 3,083 - 831 -

Derivative financial liabilities 226 -1 225 - -12 -15

Tax assets/(liabilities) 9,417 -19,253 -9,836 -4,281 314 -291Set off of tax -229 229 - - - -

net tax asset 9,188 -19,024 -9,836 -4,281 314 -291


In thousands of euros asset2012

liability2012

net2012

(charged) /credited to profit

or loss 2012

(charged) /credited

to Oci 2012

Tangible assets (differences in depreciation) 303 -381 -78 295 -

Intangible assets (development costs fiscally not recognised) 318 -4,038 -3,720 -36 -

Intangible assets (as a result of PPA) 4,851 -13,929 -9,078 9 -

Available losses 3,117 - 3,117 34 -

Derivative financial liabilities 195 - 195 -17 -13

Tax assets/(liabilities) 8,784 -18,348 -9,564 285 -13Set off of tax -271 271 - - -

net tax asset 8,513 -18,077 -9,564 285 -13

A deferred tax asset has not been recognised for the following:


Unused tax losses 8,978 2,637

8,978 2,637

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

30 Trade and other payables


Trade creditors 11,905 12,743

Income tax 1,651 860

Taxes and social premiums 8,683 8,645

Deferred income 17,008 16,913

Other payables 24,645 23,361

63,892 62,522

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

56

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

31 Amounts owed to associated companies

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

32 Acquisitions during the period

On 23 November 2012 PinkRoccade Healthcare B.V. acquired through an assets/liabilities transaction assets of Magister Nederland B.V. The purchase price amounts € 900,000.

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

magister nederland b.v.:

In thousands of euros bookvalue adjustment Fair value

Property, plant and equipment 20 - 20

Customer relations - 840 840

Receivables 40 - 40

Total net assets 60 840 900

33 Related parties

Related party transactionsNo material related party transactions have occurred.

Receivables from and payables due to related partiesSee note 16 and 31.

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


34 Contingent Liabilities

Rent and lease commitmentsThe group has rent and lease commitments for a total amount of € 31,802,000 (2011: € 35,962,000). • € 9,898,000 is due within one year (2011: € 10,315,000);• € 19,215,000 is due between two and five years (2011: € 21,195,000);• € 2,689,000 is due after five years (2011: € 4,452,000).

bank guaranteeThe bank has granted bank guarantees of an amount of approximately € 916,000 (2011: € 443,000).

Fiscal entitiesCo-maker Holding B.V. and its subsidiaries Rorema Beheer B.V. and Co-maker B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this Co-maker Holding B.V. and its subsidiaries are severally liable for the corporate income tax and the value added tax for the whole fiscal entity.

KZA Holding B.V. and its subsidiary Kwaliteitszorg in de Automatisering (KZA) B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this KZA Holding B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole fiscal entity.

TASS Holding B.V. and its subsidiary TASS B.V. form a fiscal entity for the corporate income tax. Because of this TASS Holding B.V. and its subsidiary are severally liable for the corporate income tax for the whole fiscal entity.

Yonder Holding B.V. and its subsidiary Yonder Nederland B.V. form a fiscal entity for the corporate income tax. Because of this Yonder Holding B.V. and its subsidiary are severally liable for the corporate income tax for the whole fiscal entity.

Everest Holding B.V. and its subsidiary Everest B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this Everest Holding B.V. and its subsidiary are severally liable for the corporate income tax and the the value added tax for the whole fiscal entity.

TSS TH 5 B.V., TSS TH 4 B.V., PinkRoccade Local Government B.V., PinkRoccade Healthcare B.V. and PinkRoccade Gezondheidszorg B.V. form a fiscal entity for the corporate income tax. Because of this TSS TH 5 B.V. and its subsidiaries are severally liable for the corporate income tax for the whole fiscal entity.

PharmaPartners B.V. and its subsidiary H.I. Systems B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this PharmaPartners B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole fiscal entity.

58

investment commitmentsThe Group has investment commitments amounting to € 104,000 for renovation costs of a new building.

co-maker holding b.v.Co-Maker sold IP rights in 2013, with the very likely result that the business will be terminated. The possible costs associated with the decision to settle the activities and potential obligations for contracts entered cannot be reliably estimated and are therefore not valued. In this context, reference is made to note 30.

35 Events after the reporting date

Not applicable.



Result from ordinary activities after taxation 148 461

Result participations 9,678 3,671




42 Actuarial gains arising on defined benefit pension schemes - 826

42 Exchange results arising on translation of foreign operations -21 -17

42 Cash flow hedge 84 202

Income tax relating to components of other comprehensive income -21 -212

Total comprehensive income for the year 9,868 4,931

company statement of comprehensive income as at 31 december 2012

company income statement as at 31 December 2012

60


aSSETS

Property, plant and equipment 29 4

37 Subsidiaries 61,244 50,433

38 Loans receivables 1,155 1,124

Total non-current assets 62,428 51,561

39 Receivables from group companies and related parties 214 931

40 Other receivables 166 100

41 Cash and cash equivalents 648 509

Total current assets 1,028 1,540

Total assets 63,456 53,101

42 EQuiTy

Share capital 18 18

Share premium 20,231 19,847

Legal reserve 18,761 19,166

Cash flow hedge reserve -466 -529

Other reserves 3,295 -937


Total equity 51,665 41,697

liabiliTiES

37 Provisions subsidiaries 8,026 7,185

43 Amounts owed to group companies 752 3,494

Total non-current liabilities 8,778 10,679

44 Trade creditors 347 323

45 Amounts owed to group companies 2,264 -

44 Income tax 34 -

44 Other payables 368 402

Total current liabilities 3,013 725

Total liabilities 11,791 11,404

Total equity and liabilities 63,456 53,101

company statement of financial position as at 31 December 2012


In thousands of euros Share capital

Share premium

legal reserve

cash flow hedge

reserve

Other reserves

Result for the year

Total

Balance at 1 January 2011 18 16,171 18,359 -757 -8,049 6,711 32,453

Movement legal reserve - -824 824 - - - -



Additions - 4,500 - - - - 4,500



in subsidiaries - - - - -187 - -187

Actuarial gain - - - - 826 - 826

Cash flow hedge - - - 228 -238 - -10

balance at 31 December 2011 18 19,847 19,166 -529 -937 4,132 41,697

Balance at 1 January 2012 18 19,847 19,166 -529 -937 4,132 41,697

Movement legal reserve - 384 -384 - - - -





in subsidiaries - - - - 96 - 96

Cash flow hedge - - - 63 4 - 67

balance at 31 December 2012 18 20,231 18,761 -466 3,295 9,826 51,665

company statement of changes in equity

62

36 Accounting Policies

generalFor an explanation of the principles, we refer to the principles accompanying the consolidated financial statements.

Statement of complianceThe principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.

The financial statements of the Company included in this chapter are prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code. Section 362 (8), Book 2, Dutch Civil Code, allows companies that apply IFRS as adopted by the European Union in their consolidated financial statements to use the same measurement principles in their company financial statements. The Company has prepared these Company financial statements using this provision. Subsidiaries are accounted for using the net equity value in these Company financial statements.

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

37 Subsidiaries

For an overview of the principal subsidiaries of Total Specific Solutions (TSS) B.V., we refer to note 14 in the notes to the consolidated financial statements.

Two subsidiaries have a negative net equity value. These negative values are deducted from the receivables from these group companies. For the remaining negative value, a provision is formed for € 8,026,000 (2011: € 7,185,000). The interest regarding these loans receivable amounts between 3-months EURIBOR plus 200 points until 3-months EURIBOR plus 500 points. No redemption scheme is agreed.

Movements during the year were as follows:


at beginning of year 36,664 31,056

movementsResult participations

Movements in other comprehensive income

9,678

63

3,671

816

Changes in ownership interests 53 608

Repayment capital -2,619 -

Repayment / contribution share premium - 530

Exchange results -21 -17

at end of year 43,853 36,664

notes to the company financial statements


38 Loans receivables

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

39 Receivables from group companies and related parties

The receivables are due within one year. No interest is calculated.

40 Other receivables


Other receivables 166 100

The carrying amount of other receivables approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows.

The other receivables do not contain impaired assets.

41 Cash and cash equivalents


cash and bank balances 648 509

The cash and bank balances are freely disposable.

42 Equity

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

43 Amounts owed to group companies

The amounts owed to group companies concern:• a loan provided by Top Talent Consultancy B.V. for an amount of € 752,000 (2011: € 710,000). The interest is

calculated at a rate of 3-months EURIBOR plus 500 points;• a loan provided by TASS Holding B.V. for an amount of € 2,122,000 (2011: € 2,784,000). The interest is

calculated at a rate of 3-months EURIBOR plus 295 points. The amount at year-end 2012 is presented in the short-term ‘amounts owed to group companies’.

64

44 Trade and other payables


Trade creditors 347 323

Taxes and social premiums 66 101

Other payables 336 301

749 725

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

45 Amounts owed to group companies

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

a loan provided in 2012. The interest is calculated at a rate of 12%.

46 Contingent liabilities

Rent and lease commitmentsThe Company has rent and lease commitments for a total amount of € 351,000 (2011: € 428,000): • € 121,000 is due within one year (2011: € 127,000);• € 230,000 is due between two and five years (2011: € 301,000).

liability claimWith regards to article 403, Book 2, Dutch Civil Code, Total Specific Solutions (TSS) B.V. is liable for her Dutch subsidiaries, except for PharmaPartners B.V. and H.I. Systems B.V. As per 28 January 2013 the liability claim for Co-Maker Holding B.V., Rorema Beheer B.V. and Co-Maker B.V. was withdrawn. Total Specific Solutions (TSS) B.V. has the intention to also withdraw the liability claim for all her other Dutch subsidiaries, except for TASS Holding B.V., TASS B.V., KZA Holding B.V. and Kwaliteitszorg in de Automatisering (KZA) B.V.


average number of employeesDuring the year 2012 there were six persons employed on basis of a full time contract of services (2011: four).

Utrecht, 11 March 2013

The Executive Board,

R. van PoeljeM.R. van Amerongen

The Supervisory Board,

L. KoopmansG. Oosterhof P.P.J.J.M. van Besouw

Other information

66

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

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


To: the General Meeting and management of Total Specific Solutions (TSS) B.V.

Report on the financial statements

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

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

auditor’s responsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating appropriateness of accounting policies used and reasonableness of accounting estimates made by management, as well as evaluating overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion with respect to the consolidated financial statementsIn our opinion, the consolidated financial statements give a true and fair view of the financial position of Total Specific Solutions (TSS) B.V. as at December 31, 2012 and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code.

independent auditor’s report

68

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

Report on other legal and regulatory requirements

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

Amstelveen, 11 March 2013

BDO Audit & Assurance B.V.on behalf of,

J.A. de Rooij RA


TSS is engaged in developing soft ware solutions with its clients’ customers in mind,thereby antici pating market demand.

Other key figures

In thousands of euros 2012 2011 2010

Solvency

Equity 57,309 44,732 34,663Quasi shareholders’ equity 15,818 15,464 14,745Total equity 73,127 60,196 49,408 Total assets 199,690 200,450 162,430

Solvency 37% 30% 30%

Current Ratio

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

Net-debt/EBITDAE

Cash -25,141 -30,140 -25,676Long-term liabilities 37,538 50,387 47,575Quasi shareholders’ equity -15,818 -15,464 -14,745Amounts owed to credit institutions 14,399 12,228 12,865 Amounts owed to associated companies 121 - 3,006 Total 11,099 17,011 23,025

Operating results 16,956 10,859 12,627Depreciation & amortisation 19,877 18,125 11,786Exceptionals 227 2,108 639EBITDAE 37,060 31,092 25,052

Net-debt/EBITDAE 0.3 0.5 0.9

Quasi shareholders’ equity concerns a liability in respect of which no interest payments and/or repayments are due in the short term.This liability is also subordinate to the related amounts owed to credit institutions.

The ‘E’ in EBITDAE and EBITAE stands for ‘Exceptional’. The exceptional expenses are non-recurring expenses associated with acquisitions and restructurings. Operating companies are only permitted to state these expenses separately in the first year after acquisition. After the first year, it is no longer permitted to state exceptional expenses separately.

72

EverestReitscheweg 555232 BX ’s-Hertogenbosch+31 (0)73-645 04 60www.everest.nl

Total Specific SolutionsPapendorpseweg 753528 BJ Utrecht+31 (0)88-660 33 33www.totalspecificsolutions.nl

KZATolweg 53741 LK Baarn+31 (0)35-543 10 00www.kza.nl

PharmapartnersWilhelminakanaal Zuid 110a4900 AA Oosterhout+31 (0)88-688 88 88www.pharmapartners.nl

PinkRoccade Local GovernmentMeerendonkweg 355216 TZ ‘s-Hertogenbosch+31 (0)88-661 00 40www.pinkroccadelocalgovernment.nl

Yonder NederlandPapendorpseweg 753528 BJ Utrecht+31 (0)85-273 32 18www.tss-yonder.com

PinkRoccade HealthcareFauststraat 37323 BA Apeldoorn+31 (0)55-599 92 00www.pinkroccade-healthcare.nl

TASS Larixplein 65616 VB Eindhoven+31 (0)40-250 32 00www.tass.nl

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

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

Total Specific Solutions (TSS) B.V.Papendorpseweg 753528 BJ Utrecht

T +31 (0)88 660 33 33F +31 (0)88 660 33 40E [email protected] totalspecificsolutions.nl

2012 annual report total specific solutions

Documents

net sales x

ebitae x

consultingnet sales

net salesebitae200866

solutionsnet sales

loss account x

software solutions

number of ftes